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HomeMy WebLinkAboutProfessional Services Agreement - SmithGroupJJR - Schematic Designs for Various Pedestrian Crossings1316 COUNTY -CITY BUILDING 227 W-JEFFERSON BOULEVARD SOIJTI i Bf,,ND. INDIANA 46601-1830 CITY OF Soui'ji BEND PETE Burri(jIEG, MAY BOABLIC WOiRKS I December 12,2017 Patrick Doher SmithCjrroupJJR 201 Depot Street, Second Floor Ann Arbor, MI 48104 RE: Professional Services Agreement Dear Mr. Doher: NIONE 574/235-9251 FAX 574/ 235-9171 The Board of Public Works, at its meeting held on December 12, 2017, approved the above referenced agreement regarding the schematic design for Seitz Park, Colfax Ave. pedestrian crossing, East Race pedestrian crossing, East Bank Trail, Seitz and Howard Park connector, and Seitz and West Bank Trail connector in the amount of $186,400. Enclosed please find a copy of the agreement for your records. If you have any further questions regarding this matter, please call this office at (574) 235- 9251, Sincerely, YX. Linda M. Martin, Clerk Enclosure c: Sue Ellen Doudrick, Engineering GARY A. Gii,o,r SUZANNA M, FRB` ZBERO ELIZABETH A. MARADIK JAI' 's A. MIJELLER THERESEJ. DORAU Sue Ellen Doudrick . . . .. .. .. ... ... .. TO Clty_of South Bend — Department of Public Works COMPANY Engineering Division 227 West Jefferson Blvd. Suite 1316 South Bend, IN 46601 Pat Doher FROM Seitz Park Reconstruction South Bend Project tfl 1.7-093 PROJECT WE ARE SENDING YOU: ATTACHED 9 VIA: FedEx Priority THE FOLLOWING December 5, 2017 DATE 574.235.9251 TELEPHONE NO. 734.669.2766 TELEPHONE NO. FAX NO, SA102CK3 PROJECT NO. UNDER SEPARATE COVER ❑ Transmittal Two (2) signed copies of the Professional Services Agreement for the Seitz Park project referenced above, REMARKS Please return one fully executed contract to me for our files. We look forward to working with you on this exciting project. nlann arbo*roposals and inlaMewsWrban dasignIsnulb hand svitz park _,safflkUlm 2017 1204 sdaOrkkagreameni.dorx SMITHC,ROUPJJR 201 DEPOT STREET, 2ND FLOOR, ANN ARBOR, M1 48104 T 734.662.4457 F 734.662.7520 This document has important legal consequences; consultation with an attorney is encouraged with respect to its use or modification. This document should be adapted to the particular circumstances of the contemplated Project and the Controlling Laws and Regulations. AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES Prepared by ENGINEERS JOINT CONTRACT DOCUMENTS COMMITTEE ENGINEERS JOINT CONTRACT DOCUMENTS COMMITTEE and Issued and Published Jointly by ACEC AC Of America i1*fhS%x:InTrtL'rf;E�tFRV.CONTk�tf_Yi IkSOf XWRICA �.yF Ai,—.— Cuu.t.ia. ui F.\c;F.vi.i it — ��..�\II•.Ytill'.ti �f r n5r=l Quelity Pir;ple. Qualll}' Projrcls. _, ASCE American Society National Society of of Civil Engineers Professional Engineers Professional Engineers in Private Practice AMERICAN COUNCIL OF ENGINEERING COMPANIES ASSOCIATED GENERAL CONTRACTORS OF AMERICA AMERICAN SOCIETY OF CIVIL ENGINEERS PROFESSIONAL ENGINEERS IN PRIVATE PRACTICE A PradiceDiu&on of the NATIONAL SOCIETY OF PROFESSIONAL ENGINEERS EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. This Agreement has been prepared for use with the Standard General Conditions of the Construction Contract (EJCDC C-700, 2007 Edition). Their provisions are interrelated, and a change in one may necessitate a change in the other. For guidance on the completion and use of this Agreement, see EJCDC User's Guide to the Owner -Engineer Agreement, EJCDC E-001, 2009 Edition. Copyright © 2008 National Society of Professional Engineers 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882 www.11spe.01_g American Council of Engineering Companies 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474 www.acec.org American Society of Civil Engineers 1801 Alexander Bell Drive, Reston, VA 20191-4400 (800) 548-2723 www.asce.oi' Associated General Contractors of America 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308 (703) 548-3118 www.agcorg The copyright for this EJCDC document is owned jointly by the four EJCDC sponsoring organizations and held in trust for their benefit by NSPE. EJCDC E-500 Standard Form of Agreement Behveen Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. TABLE OF CONTENTS Page ARTICLE I — SERVICES OF ENGINEER.................................................................................................... 1 1.01 Scope............................................................................................................................................. 1 ARTICLE 2 — OWNER'S RESPONSIBILITIES........................................................................... ............. 1 2.01 General..........................................................................................................................................I ARTICLE 3 — SCHEDULE FOR RENDERING SERVICES........................................................................ 2 3.01 Commencement............................................................................................................................ 2 3.02 Time for Completion.................................................................................................................... 2 ARTICLE 4 — INVOICES AND PAYMENTS............................................................................................... 2 4.01 Invoices..................................................................................................................................... 2 4,02 Payments....................................................................................................................................... 2 ARTICLE5 --- OPINIONS OF COST............................................................................................................... 3 5.01 Opinions of Probable Construction Cost...................................................................................... 3 5,02 Designing to Construction Cost Limit.......................................................................... .... 3 5.03 Opinions of Total Project Costs................................................................................................... 3 ARTICLE 6 — GENERAL CONSIDERATIONS............................................................................................ 3 6.01 Standards of Performance............................................................................................................. 3 6.02 Design Without Construction Phase Services.............................................................................. 5 6.03 Use of Documents......................................................................................................................... 5 6.04 Insurance....................................................................................................................................... 7 6.05 Suspension and Termination.................................................................................... ........ 7 6.06 Controlling Law........................................................................................................................ 9 6.07 Successors, Assigns, and Beneficiaries........................................................................................ 9 6.08 Dispute Resolution...................................................................................................................... 10 6.09 Environmental Condition of Site................................................................................................ 10 6.10 Indemnification and Mutual Waiver.......................................................................................... 10 6.11 Miscellaneous Provisions........................................................................................................... I l ARTICLE 7 DEFINITIONS........................................................................................................................ 12 7.01 Defined Terms............................................................................................................................ 12 ARTICLE 8 — EXHIBITS AND SPECIAL PROVISIONS..........................................................................15 8.01 Exhibits Included........................................................................................................................15 8.02 Total Agreement......................................................................................................................... 16 8.03 Designated Representatives........................................................................................................16 8.04 Engineer's Certifications............................................................................................................. 16 EJCDCM,,,. AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES THIS IS AN AGREEMENT effective as of Dec. 12 , 2017 ("Effective Date") between Board of Public Works, City of South Bend, Indiana ("Owner") and SmithGrou JJR Inc. ("Engineer"). Owner's Project, of which Engineer's services under this Agreement are a part, is generally identified as follows: Seitz Park Reconstruction, South Bend Project No. 117-093 ("Project"). Engineer's services under this Agreement are generally identified as follows: See Attachment A for detailed scone of services. Owner and Engineer further agree as follows: ARTICLE 1 — SERVICES OF ENGINEER 1.01 Scope A. Engineer shall provide, or cause to be provided, the services set forth herein and in Exhibit A. ARTICLE 2 — OWNER'S RESPONSIBILITIES 2.01 General A. Owner shall have the responsibilities set forth herein and in Exhibit B. B. Owner shall pay Engineer as set forth in Exhibit C. C. Owner shall be responsible for, and Engineer may rely upon, the accuracy and completeness of all requirements, programs, instructions, reports, data, and other information furnished by Owner to Engineer pursuant to this Agreement. Engineer may use such requirements, programs, -- _ Page I EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright 0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. instructions, reports, data, and information in performing or furnishing services under this Agreement. ARTICLE 3 — SCHEDULE FOR RENDERING SERVICES 3.01 Commencement A. Engineer is authorized to begin rendering services as of the Effective Date. 3.02 Time for Completion A. Engineer shall complete its obligations within a reasonable time. Specific periods of time for rendering services are set forth or specific dates by which services are to be completed are provided in Exhibit A, and are hereby agreed to be reasonable. B. If, through no fault of Engineer, such periods of time or dates are changed, or the orderly and continuous progress of Engineer's services is impaired, or Engineer's services are delayed or suspended, then the time for completion of Engineer's services, and the rates and amounts of Engineer's compensation, shall be adjusted equitably. C. If Owner authorizes changes in the scope, extent, or character of the Project, then the time for completion of Engineer's services, and the rates and amounts of Engineer's compensation, shall be adjusted equitably. D. Owner shall make decisions and carry out its other responsibilities in a timely manner so as not to delay the Engineer's performance of its services. E. If Engineer fails, through its own fault, to complete the performance required in this Agreement within the time set forth, as duly adjusted, then Owner shall be entitled, as its sole remedy, to the recovery of direct damages, if any, resulting from such failure. ARTICLE 4 — INVOICES AND PAYMENTS 4.01 Invoices A. Preparation and Submittal of Invoices: Engineer shall prepare invoices in accordance with its standard invoicing practices and the terms of Exhibit C. Engineer shall submit its invoices to Owner on a monthly basis. Invoices are due and payable within 35 days of receipt. 4.02 Payments A. Application to Interest and Principal: Payment will be credited first to any interest owed to Engineer and then to principal. B. Failure to Pay: If Owner fails to make any payment due Engineer for services and expenses within 30 days after receipt of Engineer's invoice, then: Page 2 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Socie , of Professional Engineers for EJCDC. All rights reserved. 2. Engineer may, after giving seven days written notice to Owner, suspend services under this Agreement until Owner has paid in full all non -disputed amounts due for services, expenses, and other related charges. Owner waives any and all claims against Engineer for any such suspension. C. Disputed Invoices: If Owner contests an invoice, Owner shall promptly advise Engineer of the specific basis for doing so, may withhold only that portion so contested, and must pay the undisputed portion. D. Legislative Actions: If after the Effective Date any governmental entity takes a legislative action that imposes taxes, fees, or charges on Engineer's services or compensation under this Agreement, then the Engineer may invoice such new taxes, fees, or charges as a Reimbursable Expense to which a factor of 1.0 shall be applied. Owner shall reimburse Engineer for the cost of such invoiced new taxes, fees, and charges; such reimbursement shall be in addition to the compensation to which Engineer is entitled under the terms of Exhibit C. ARTICLE 5 — OPINIONS OF COST 5,01 Opinions of Probable Construction Cost A. Engineer's opinions of probable Construction Cost are to be made on the basis of Engineer's experience and qualifications and represent Engineer's best judgment as an experienced and qualified professional generally familiar with the construction industry. However, because Engineer has no control over the cost of labor, materials, equipment, or services furnished by others, or over contractors' methods of determining prices, or over competitive bidding or market conditions, Engineer cannot and does not guarantee that proposals, bids, or actual Construction Cost will not vary from opinions of probable Construction Cost prepared by Engineer. If Owner requires greater assurance as to probable Construction Cost, Owner must employ an independent cost estimator as provided in Exhibit B. 5.02 Designing to Construction Cost Limit A. If a Construction Cost limit is established between Owner and Engineer, such Construction Cost limit and a statement of Engineer's rights and responsibilities with respect thereto will be specifically set forth in Exhibit F, "Construction Cost Limit," to this Agreement. 5.03 Opinions of Total Project Costs A. The services, if any, of Engineer with respect to Total Project Costs shall be limited to assisting the Owner in collating the various cost categories which comprise Total Project Costs. Engineer assumes no responsibility for the accuracy of any opinions of Total Project Costs. ARTICLE 6 -- GENERAL CONSIDERATIONS 6.01 Standards of Performance A. Standard of Care: The standard of care for all professional engineering and related services performed or furnished by Engineer under this Agreement will be the care and skill ordinarily used by members of the subject profession practicing under similar circumstances at the same Page 3 EJCaC E-500 Agreement Between Owner and Engineer for Professional Services Copyright ©2008 National Societ y of Professional Engineers for EJCUC. All rights reserved. time and in the same locality. Engineer makes no warranties, express or implied, under this Agreement or otherwise, in connection with Engineer's services. B. Technical Accuracy: Owner shall not be responsible for discovering deficiencies in the technical accuracy of Engineer's services. Engineer shall correct deficiencies in technical accuracy without additional compensation, unless such corrective action is directly attributable to deficiencies in Owner -furnished information. C. Consultants: Engineer may employ such Consultants as Engineer deems necessary to assist in the performance or furnishing of the services, subject to reasonable, timely, and substantive objections by Owner. D. Reliance on Others: Subject to the standard of care set forth in Paragraph 6.01.A, Engineer and its Consultants may use or rely upon design elements and information ordinarily or customarily furnished by others, including, but not limited to, specialty contractors, manufacturers, suppliers, and the publishers of technical standards. E. Compliance with Laws and Regulations, and Policies and Procedures: Engineer and Owner shall comply with applicable Laws and regulations. 2. Prior to the Effective Date, Owner provided shall provide to Engineer in writing any and all policies and procedures of Owner applicable to Engineer's performance of services under this Agreement provided to 9flgiH@@F in writin . Engineer shall comply with such policies and procedures, subject to the standard of care set forth in Paragraph 6.01.A, and to the extent compliance is not inconsistent with professional practice requirements. This Agreement is based on Laws and Regulations and Owner -provided written policies and procedures as of the Effective Date. Changes after the Effective Date to these Laws and Regulations, or to Owner -provided written policies and procedures, may be the basis for modifications to Owner's responsibilities or to Engineer's scope of services, times of performance, or compensation. F. Engineer shall not be required to sign any documents, no matter by whom requested, that would result in the Engineer having to certify, guarantee, or warrant the existence of conditions whose existence the Engineer cannot ascertain. Owner agrees not to make resolution of any dispute with the Engineer or payment of any amount due to the Engineer in any way contingent upon the Engineer signing any such documents. G. The general conditions for any construction contract documents prepared hereunder are to be the "Standard General Conditions of the Construction Contract" as prepared by the Engineers Joint Contract Documents Committee (EJCDC C-700, 2007 Edition) unless both parties mutually agree to use other general conditions by specific reference in Exhibit J. H. Engineer shall not at any time supervise, direct, control, or have authority over any contractor work, nor shall Engineer have authority over or be responsible for the means, methods, techniques, sequences, or procedures of construction selected or used by any contractor, or the safety precautions and programs incident thereto, for security or safety at the Site, nor for any _.. Page 4 { EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright 0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. failure of a contractor to comply with Laws and Regulations applicable to such contractor's furnishing and performing of its work. Engineer neither guarantees the performance of any Contractor nor assumes responsibility for any Contractor's failure to furnish and perform the Work in accordance with the Contract Documents. Engineer shall not provide or have any responsibility for surety bonding or insurance -related advice, recommendations, counseling, or research, or enforcement of construction insurance or surety bonding requirements. K. Engineer shall not be responsible for the acts or omissions of any Contractor, Subcontractor, or Supplier, or of any of their agents or employees or of any other persons (except Engineer's own agents, employees, and Consultants) at the Site or otherwise furnishing or performing any Work; or for any decision made regarding the Contract Documents, or any application, interpretation, or clarification, of the Contract Documents, other than those made by Engineer. L. While at the Site, Engineer's employees and representatives shall comply with the specific applicable requirements of Contractor's and Owner's safety programs of which Engineer has been informed in writing. 6.02 Design Without Construction Phase Services A. Engineer shall be responsible only for those Construction Phase services expressly required of Engineer in Exhibit A, Paragraph A1.05. With the exception of such expressly required services, Engineer shall have no design, Shop Drawing review, or other obligations during construction and Owner assumes all responsibility for the application and interpretation of the Contract Documents, review and response to Contractor claims, contract administration, processing Change Orders, revisions to the Contract Documents during construction, construction surety bonding and insurance requirements, construction observation and review, review of payment applications, and all other necessary Construction Phase engineering and professional services. Owner waives all claims against the Engineer that may be connected in any way to Construction Phase engineering or professional services except for those services that are expressly required of Engineer in Exhibit A, Paragraph A1.05. 6.03 Use of Documents A. The Owner acknowledges the Engineer's construction documents, including all electronic files, as instruments of professional services. Nevertheless, the final construction documents, including all electronic files, prepared under this agreement shall become the property of the Owner upon completion of services and payment in full of all monies due to the Engineer. The Owner shall not reuse or make any modification to the construction documents without the prior written authorization of the Engineer. All Documents are instruments of respeet to this Pr-ejec4, and Engineer shall retain an ownership and ffepef�,, iMOFOA theFOin PFE�ftt iS GOrApleted. -Owner shall not rely in any way on any Document unless . it is in printed form, signed or sealed by the Engineer or one of its Consultants. B. Either party to this Agreement may rely that data or information set forth on paper (also known as hard copies) that the party receives from the other party by mail, hand delivery, or facsimile, are Page 5 EJCDC E-500 Agreement Between owner and Engineer for Professional Services Copyright Q 2008 National Society of Professional Engineers for EJCDC. All rights reserved. the items that the other party intended to send. Files in electronic media format of text, data, graphics, or other types that are furnished by one party to the other are furnished only for convenience, not reliance by the receiving party. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern. If the parties agree to other electronic transmittal procedures, such are set forth in Exhibit J. C. Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator, the party receiving electronic files agrees that it will perform acceptance tests or procedures within 60 days, after which the receiving party shall be deemed to have accepted the data thus transferred. Any transmittal errors detected within the 60-day acceptance period will be corrected by the party delivering the electronic files. D. When transferring documents in electronic media format, the transferring party makes no representations as to long-term compatibility, usability, or readability of such documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by the documents' creator. E. Owner may make and retain copies of Documents for information and reference in connection with use on the Project by Owner. Engineer grants Owner a limited license to use the Documents on the Project, extensions of the Project, and for related uses of the Owner, subject to receipt by Engineer of full payment for all services relating to preparation of the Documents and subject to the following limitations; (1) Owner acknowledges that such Documents are not intended or represented to be suitable for use on the Project unless completed by Engineer, or for use or reuse by Owner or others on extensions of the Project, on any other project, or for any other use or purpose, without written verification or adaptation by Engineer; (2) any such use or reuse, or any modification of the Documents; without written verification, completion, or adaptation by Engineer, as appropriate for the specific purpose intended, will be at Owner's sole risk and without liability or legal exposure to Engineer or to its officers, directors, members, partners, agents, employees, and Consultants; (3) Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, and Consultants from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from any use, reuse, or modification of the Documents without written verification, completion, or adaptation by Engineer; and (4) such limited license to Owner shall not create any rights in third parties. F. If Engineer at Owner's request verifies the suitability of the Documents, completes them, or adapts them for extensions of the Project or for any other purpose, then Owner shall compensate Engineer at rates or in an amount to be agreed upon by Owner and Engineer. G. At completion of any survey services and upon payment of monies due the Engineer for those services, the Engineer shall provide the owner with all survey data and drawings, upon which it will become the property of the Owner. H. At completion of any traffic study services and upon, payment of monies due the Engineer for those services, the Engineer shall provide the owner with all data and models, upon which it will become the property of the Owner. Page 6 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 1. At completion of any geotechnical or material investigation services and upon payment of monies due the Engineer for those services, the Engineer shall provide the owner with all data, upon which it will become the property of the Owner. 6.04 Insurance A. Engineer shall procure and maintain insurance as set forth in Exhibit G, "Insurance." Engineer shall cause Owner to be listed as an additional insured on any applicable general liability insurance policy carried by Engineer. B. Owner shall procure and maintain insurance as set forth in Exhibit G, "Insurance." Owner- ShH applir.able to the Projerl. C. Owner shall require Contractor to purchase and maintain policies of insurance covering workers' compensation, general liability, property damage (other than to the Work itself), motor vehicle damage and injuries, and other insurance necessary to protect Owner's and Engineer's interests in the Project. Owner shall require Contractor to cause Engineer and its Consultants to be listed as additional insureds with respect to such liability and other insurance purchased and maintained by Contractor for the Project. D. Ora Engineer shall eae,-deliver to the Owner other certificates of insurance evidencing the coverages indicated in Exhibit G. Such certificates shall be furnished prior to commencement of Engineer's services and at renewals thereafter during the life of the Agreement. E. All policies of property insurance relating to the Project shall contain provisions to the effect that Engineer's and its Consultants' interests are covered and that in the event of payment of any loss or damage the insurers will have no rights of recovery against Engineer or its Consultants, or any insureds, additional insureds, or loss payees thereunder. F. All policies of insurance shall contain a provision or endorsement that the coverage afforded will not be canceled or reduced in limits by endorsement, and thatrenewal will not be refused, until at least 30 days prior written notice has been given to Owner and Engineer and to each other additional insured (if any) to which a certificate of insurance has been issued. G. At any time, Owner may request that Engineer or its Consultants, at Owner's sole expense, provide additional insurance coverage, increased limits, or revised deductibles that are more protective than those specified in Exhibit G. If so requested by Owner, and if commercially available, Engineer shall obtain and shall require its Consultants to obtain such additional insurance coverage, different limits, or revised deductibles for such periods of time as requested by Owner, and Exhibit G will be supplemented to incorporate these requirements. 6.05 Suspension and Termination A. Suspension: By Owner: Owner may suspend the Project for up to 90 days upon seven days written notice to Engineer. Page 7 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCAC. All rights reserved. 2. By Engineer: Engineer may, after giving seven days written notice to Owner, suspend services under this Agreement if Engineer's performance has been substantially delayed through no fault of Engineer. B. Termination: The obligation to provide further services under this Agreement may be terminated: 1. For cause, a. By either party upon 30 days written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. b. By Engineer: l) upon seven days written notice if Owner demands that Engineer furnish or perform services contrary to Engineer's responsibilities as a licensed professional; or 2) upon seven days written notice if the Engineer's services for the Project are delayed or suspended for more than 90 days for reasons beyond Engineer's control. 3) Engineer shall have no liability to Owner on account of such termination. C. Notwithstanding the foregoing, this Agreement will not terminate under Paragraph 6.05.B.1.a if the party receiving such notice begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, 60 days after the date of receipt of the notice. 2. For convenience, a. By Owner effective upon Engineer's receipt of notice from Owner. C. Effective Date of Termination: The terminating party under Paragraph 6.05.B may set the effective date of termination at a time up to 30 days later than otherwise provided to allow Engineer to demobilize personnel and equipment from the Site, to complete tasks whose value would otherwise be lost, to prepare notes as to the status of completed and uncompleted tasks, and to assemble Project materials in orderly files. D. Payments Upon Termination: Page 8 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EdCDC. All rights reserved. 1. In the event of any termination under Paragraph 6.05, Engineer will be entitled to invoice Owner and to receive full payment for all services performed or furnished in accordance with this Agreement and all Reimbursable Expenses incurred through the effective date of termination. Upon making such payment, Owner shall have the limited right to the use of Documents, at Owner's sole risk, subject to the provisions of Paragraph 6.03.E. 2. In the event of termination by Owner for convenience or by Engineer for cause, Engineer shall be entitled, in addition to invoicing for those items identified in Paragraph 6.05.D.1, to invoice Owner and to payment of a reasonable amount for services and expenses directly attributable to termination, both before and after the effective date of termination, such as reassignment of personnel, costs of terminating contracts with Engineer's Consultants, and other related close-out costs, using methods and rates for Additional Services as set forth in Exhibit C. 6.06 Controlling Lam, A. This Agreement is to be governed by the law of the state or jurisdiction in which the Project is located. 6,07 Successors, Assigns, and Beneficiaries A. Owner and Engineer are hereby bound and the successors, executors, administrators, and legal representatives of Owner and Engineer (and to the extent permitted by Paragraph 6.07.13 the assigns of Owner and Engineer) are hereby bound to the other party to this Agreement and to the successors, executors, administrators and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements, and obligations of this Agreement. B. Neither Owner nor Engineer may assign, sublet, or transfer any rights under or interest (including, but without limitation, moneys that are due or may become due) in this Agreement without the written consent of the other, except to the extent that any assignment, subletting, or transfer is mandated or restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. C. Unless expressly provided otherwise in this Agreement: 1. Nothing in this Agreement shall be construed to create, impose, or give rise to any duty owed by Owner or Engineer to any Contractor, Subcontractor, Supplier, other individual or entity, or to any surety for or employee of any of them. 2. All duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of Owner and Engineer and not for the benefit of any other party. 3. Owner agrees that the substance of the provisions of this Paragraph 6.07.0 shall appear in the Contract Documents. Page 9 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright 0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 6.08 Dispute Resolution 0 Im" N- No I 19"'1,0-4 B. if the parties fail te Feselve a dispute thfaugh negetiation under PaFagFapk 6.08.A, then either oF If Exhibit H is not included, or if no dispute resolution method is specified in Exhibit H, then the parties may exercise their rights under law. 6.09 Environmental Condition of Site A. Owner has disclosed to Engineer in writing the existence of all known and suspected Asbestos, PCBs, Petroleum, Hazardous Waste, Radioactive Material, hazardous substances, and other Constituents of Concern located at or near the Site, including type, quantity, and location. B. Owner represents to Engineer that to the best of its knowledge no Constituents of Concern, other than those disclosed in writing to Engineer, exist at the Site. C. If Engineer encounters or learns of an undisclosed Constituent of Concern at the Site, then Engineer shall notify (1) Owner and (2) appropriate governmental officials if Engineer reasonably concludes that doing so is required by applicable Laws or Regulations. D. It is acknowledged by both parties that Engineer's scope of services does not include any services related to Constituents of Concern. If Engineer or any other party encounters an undisclosed Constituent of Concern, or if investigative or remedial action, or other professional services, are necessary with respect to disclosed or undisclosed Constituents of Concern, then Engineer may, at its option and without liability for consequential or any other damages, suspend performance of services on the portion of the Project affected thereby until Owner: (1) retains appropriate specialist consultants or contractors to identify and, as appropriate, abate, remediate, or remove the Constituents of Concern; and (2) warrants that the Site is in full compliance with applicable Laws and Regulations. E. If the presence at the Site of undisclosed Constituents of Concern adversely affects the performance of Engineer's services under this Agreement, then the Engineer shall have the option of (1) accepting an equitable adjustment in its compensation or in the time of completion, or both; or (2) terminating this Agreement for cause on 30 days notice. F. Owner acknowledges that Engineer is performing professional services for Owner and that Engineer is not and shall not be required to become an "owner" "arranger," "operator," "generator," or "transporter" of hazardous substances, as defined in the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), as amended, which are or may be encountered at or near the Site in connection with Engineer's activities under this Agreement. 6.10 .Indemnification and Mutual Waiver A. Indemnification by Engineer: To the fullest extent permitted by law, Engineer shall indemnify and hold harmless Owner, and Owner's officers, directors, members, partners, agents, consultants, Page 10 EJCDC E-500 Agreement Behveen Owner and Engineer for Professional Services Copyright O 2008 National Society of Professional Engineers for EJCDC. All rights reserved. and employees from reasonable claims, costs, losses, and damages arising out of or relating to the Project, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of Engineer or Engineer's officers, directors, members, partners, agents, employees, or Consultants. This indemnification provision is subject to and limited by the provisions, if any, agreed to by Owner and Engineer in Exhibit 1, "Limitations of Liability." B. Indemnification by Owner: Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, and Consultants as required by Laws and Regulations and to the extent (if any) required in Exhibit 1, Limitations of Liability. C. Environmental Indemnification: To the fullest extent permitted by law, Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, and Consultants from and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys and other professionals, and all court, arbitration, or other dispute resolution costs) caused by, arising out of, relating to, or resulting from a Constituent of Concern at, on, or under the Site, provided that (1) any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, and (2) nothing in this paragraph shall obligate Owner to indemnify any individual or entity from and against the consequences of that individual's or entity's own negligence or willful misconduct. , D. Percentage Share of Negligence: To the fullest extent permitted by law, a party's total liability to the other party and anyone claiming by, through, or under the other party for any cost, loss, or damages caused in part by the negligence of the party and in part by the negligence of the other party or any other negligent entity or individual, shall not exceed the percentage share that the party's negligence bears to the total negligence of Owner, Engineer, and all other negligent entities and individuals. E. Mutual Waiver: To the fullest extent permitted by law, Owner and Engineer waive against each other, and the other's employees, officers, directors, members, agents, insurers, partners, and consultants, any and all claims for or entitlement to special, incidental, indirect, or consequential damages arising out of, resulting from, or in any way related to the Project. 6.11 Miscellaneous Provisions A. Notices: Any notice required under this Agreement will be in writing, addressed to the . appropriate party at its address on the signature page and given personally, by facsimile, by registered or certified mail postage prepaid, or by a commercial courier service. All notices shall be effective upon the date of receipt. B. Survival: All express representations, waivers, indemnifications, and limitations of liability included in this Agreement will survive its completion or termination for any reason. C. Severability: Any provision or part of the Agreement held to be void or unenforceable under any Laws or Regulations shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon Owner and Engineer, which agree that the Agreement shall be reformed to Page I I F.JCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright 0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. D. Waiver: A parry's non -enforcement of any provision shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Agreement. E. Accrual of Claims: To the fullest extent permitted by law, all causes of action arising under this Agreement shall be deemed to have accrued, and all statutory periods of limitation shall commence, no later than the date of Substantial Completion. ARTICLE 7 — DEFINITIONS 7.01 Defined Terms A. Wherever used in this Agreement (including the Exhibits hereto) terms (including the singular and plural forms) printed with initial capital letters have the meanings indicated in the text above, in the exhibits, or in the following provisions: 1. Additional Services — The services to be performed for or furnished to Owner by Engineer in accordance with Part 2 of Exhibit A of this Agreement. 2. Agreement — This written contract for professional services between Owner and Engineer, including all exhibits identified in Paragraph 8.01 and any duly executed amendments. 3. Asbestos — Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United States Occupational Safety and Health Administration. 4. Basic Services -- The services to be performed for or furnished to Owner by Engineer in accordance with Part 1 of Exhibit A of this Agreement. 5. Construction Contract — The entire and integrated written agreement between Owner and Contractor concerning the Work. 6. Construction Cost — The cost to Owner of those portions of the entire Project designed or specified by Engineer. Construction Cost does not include costs of services of Engineer or other design professionals and consultants; cost of land or rights -of --way, or compensation for damages to properties; Owner's costs for legal, accounting, insurance counseling or auditing services; interest or financing charges incurred in connection with the Project; or the cost of other services to be provided by others to Owner pursuant to Exhibit B of this Agreement. Construction Cost is one of the items comprising Total Project Costs. 7. Constituent of Concern — Any substance, product, waste, or other material of any nature whatsoever (including, but not limited to, Asbestos, Petroleum, Radioactive Material, and PCBs) which is or becomes listed, regulated, or addressed pursuant to (a) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. ("CERCLA"); (b) the Hazardous Materials Transportation Act, 49 U.S.C. - _-- Page 12 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright 0 2008 National Society of Professional Engineers for EJCDC. Ali rights reserved. §§1801 et seq.; (c) the Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. ("RCRA"); (d) the Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; (e) the Clean Water Act, 33 U.S.C. §§1251 et seq.; (f) the Clean Air Act, 42 U.S.C. §§7401 et seq.; and (g) any other federal, state, or local statute, law, rule, regulation, ordinance, resolution, code, order, or decree regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic, or dangerous waste, substance, or material. Consultants — Individuals or entities having a contract with Engineer to furnish services with respect to this Project as Engineer's independent professional associates and consultants; subcontractors; or vendors. 9. Contract Documents — Those items so designated in the Construction Contract, including the Drawings, Specifications, construction agreement, and general and supplementary conditions. Only printed or hard copies of the items listed in the Construction Contract are Contract Documents. Approved Shop Drawings, other Contractor submittals, and the reports and drawings of subsurface and physical conditions are not Contract Documents. 10. Contractor — The entity or individual with which Owner has entered into a Construction Contract. 11. Documents — Data, reports, Drawings, Specifications, Record Drawings, and other deliverables, whether in printed or electronic media format, provided or furnished in appropriate phases by Engineer to Owner pursuant to this Agreement. 12. Drawings — That part of the Contract Documents prepared or approved by Engineer which graphically shows the scope, extent, and character of the Work to be performed by Contractor. Shop Drawings are not Drawings as so defined. 13. Effective Date — The date indicated in this Agreement on which it becomes effective, but if no such date is indicated, the date on which this Agreement is signed and delivered by the last of the parties to sign and deliver. 14. Engineer — The individual or entity named as such in this Agreement. 15. Hazardous Waste — The term Hazardous Waste shall have the meaning provided in Section 1004 of the Solid Waste Disposal Act (42 USC Section 6903) as amended from time to time. 16. Laws and Regulations; Laws or Regulations — Any and all applicable laws, rules, regulations, ordinances, codes, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction. 17. Owner — The individual or entity with which Engineer has entered into this Agreement and for which the Engineer's services are to be performed. Unless indicated otherwise, this is the same individual or entity that will enter into any Construction Contracts concerning the Project. 18. PCBs — Polychlorinated biphenyls. Page 13 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 19. Petroleum — Petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute), such as oil, petroleum, fuel oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed with other non -hazardous waste and crude oils. 20. Project — The total construction of which the Work to be performed under the Contract Documents may be the whole, or a part. 21. Radioactive Material — Source, special nuclear, or byproduct material as defined by the Atomic Energy Act of 1954 (42 USC Section 2011 et seq.) as amended from time to time. 22. Record Drawings — Drawings depicting the completed Project, prepared by Engineer as an Additional Service and based solely on Contractor's record copy of all Drawings, Specifications, addenda, change orders, work change directives, field orders, and written interpretations and clarifications, as delivered to Engineer and annotated by Contractor to show changes made during construction. 23. Reimbursable Expenses — The expenses incurred directly by Engineer in connection with the performing or furnishing of Basic and Additional Services for the Project. 24, Resident Project Representative — The authorized representative of Engineer assigned to assist Engineer at the Site during the Construction Phase. As used herein, the term Resident Project Representative or "RPR" includes any assistants or field staff of Resident Project Representative agreed to by Owner. The duties and responsibilities of the Resident Project Representative, if any, are as set forth in Exhibit D. 25. Samples — Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and which establish the standards by which such portion of the Work will be judged. 26. Shop Drawings — All drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of the Work. 27. Site — Lands or areas to be indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed, including rights -of -way and easements for access thereto, and such other lands furnished by Owner which are designated for the use of Contractor. 28. Specifications — That part of the Contract Documents consisting of written technical descriptions of materials, equipment, systems, standards, and workmanship as applied to the Work and certain administrative details applicable thereto. 29. Subcontractor — An individual or entity having a direct contract with Contractor or with any other Subcontractor for the performance of a part of the Work at the Site. 30. Substantial Completion — The time at which the Work (or a specified part thereof) has progressed to the point where, in the opinion of Engineer, the Work (or a specified part thereof) is sufficiently complete, in accordance with the Contract Documents, so that the Page 14 EJCDC E-500 Agreement Between owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All ri his reserved. Work (or a specified part thereof) can be utilized for the purposes for which it is intended. The terms "substantially complete" and "substantially completed" as applied to all or part of the Work refer to Substantial Completion thereof. 31. Supplier — A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with any Subcontractor to furnish materials or equipment to be incorporated in the Work by Contractor or Subcontractor. 32. Total Project Costs — The sum of the Construction Cost, allowances for contingencies, and the total costs of services of Engineer or other design professionals and consultants, together with such other Project -related costs that Owner furnishes for inclusion, including but not limited to cost of land, rights -of -way, compensation for damages to properties, Owner's costs for legal, accounting, insurance counseling and auditing services, interest and financing charges incurred in connection with the Project, and the cost of other services to be provided by others to Owner pursuant to Exhibit B of this Agreement. 33. Work — The entire construction or the various separately identifiable parts thereof required to be provided under the Contract Documents. Work includes and is the result of performing or providing all labor, services, and documentation necessary to produce such construction, and furnishing, installing, and incorporating all materials and equipment into such construction, all as required by the Contract Documents. ARTICLE 8 — EXHIBITS AND SPECIAL PROVISIONS 8.01 Exhibits Included A. Exhibit A, Engineer's Services. B. Exhibit B, Owner's Responsibilities. C. Exhibit C, Payments to Engineer for Services and Reimbursable Expenses. Repr sent,ti NOT INCLUDED E. Exhibit E, Notice of Acceptability of Work. NOTINCLUDED G. Exhibit G, Insurance. 14Exhibit a Dispute Resolution. NOT INCLUDED 1. Exhibit I, Limitations of Liability. .NOT INCLUDED K. Exhibit K, Amendtnet+[ to Owner, Engineer .NOT INCLUDED Page 15 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright 0 2008 National Society of Professionai Engineers for EJCDC. All rights reserved. 8.02 Total Agreement: A. This Agreement, (together with the exhibits identified above) constitutes the entire agreement between Owner and Engineer and supersedes all prior written or oral understandings., This Agreement may only be amended, supplemented, modified, or canceled by a duly executed written instrument based on the format of Exhibit K to this Agreement. 8.03 Designated Rel)resentatives,- A., With the execution of this Agreement, Engineer and Owner shall designate specific individuals to act as Engineer's and Owner's representatives with respect to the services to be performed or furnished by Engineer and responsibilities of Owner under this Agreement. Such an individual shall have authority to transmit instructions, receive information, and render decisions relative to the Protect on behalf of the respective party whom the individual represents. 8.04 Engineer's Certifications. A. Engineer certifies that it has not engaged in corrupt, fraudulent, or coercive practices in competing for or in executing the Agreement. For the purposes of this Paragraph 8.,04: I "corrupt practice" means the offering, giving, receiving, or soliciting of any thing of value likely to influence the action of a public official in the selection process or in the Agreement execution; 2. "fraudulent practice" means an intentional misrepresentation of facts made (a) to influence the selection process or the execution of the Agreement to the detriment of Owner, or (b) to deprive Owner of the benefits of free and open competition; 3. "coercive practice" means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the selection process or affect the execution of the Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the Effective Date of which is indicated on page 1. Owner: Engineer: City of South Bend, Indiana SmithGroupJJR Board of Public Works By: 4�.St- e, By: Title: Gary A. Gilk, President Title: Patrick M. Doper, PE Senior Vice President ... - - ----- -------- Page 16 EJCDC E-500 Agreement Between Owner and Engineer for Professional Sea -vices Copyright (D 2008 National Society of Professional Engineers for EJCDC. All rights reserved. By: A bk Title: Elizabeth A. aradik, Member By: �. Title: Therese J. Dorau(Member By: Title: James A. Mueller, Member By: Title: Suzanna M. Fritzberg, Member Attest, �-tL Title: i da Martin, Clerk Date: _ ) ,,), / -i b)& (-7 Address for giving notices: 227 West Jefferson Boulevard South Bend. Indiana 46601 Designated Representative (Paragraph 8.03.A): Date: Engineer License or Firm's Certificate No. 194176-111 State of: Indiana Address for giving notices: 201 Depot Street, Second Floor Ann Arbor, Michigan 48104 Designated Representative (Paragraph 8.O3.A): Kara M. Boyles, Ph.D., P.E. Patrick M. Doher, PE Title: City Engineer Phone Number: (574) 235-5933 Facsimile Number: (574) 235-9171 E-Mail Address: kbo les soutlibendiil. ov Title: Senior Vice President Phone Number: 734-669-2766 Facsimile Number: 734-662-7520 E-Mail Address: pat.doher@smithgroupj.ir.com Page 17 EJCDC E-500 Agreement Behveen Owner and Engineer for Professional Services Copyright 0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. This is EXHIBIT A, consisting of 12 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated December 12, 2017 Engineer's Services Article 1 of the Agreement is supplemented to include the following agreement of the parties. Engineer shall provide Basic and Additional Services as set forth below. PART 1— BASIC SERVICES A 1.01 Study and Report Phase A. Engineer shall: Consult with Owner to define and clarify Owner's requirements for the Project and available data. 2. Advise Owner of any need for Owner to provide data or services of the types described in Exhibit B which are not part of Engineer's Basic Services. 3. Identify, consult with, and analyze requirements of governmental authorities having jurisdiction to approve the portions of the Project designed or specified by Engineer, including but not limited to mitigating measures identified in the environmental assessment. 4. Identify and evaluate alternate solutions when available or necessary to Owner and, after consultation with Owner, recommend to Owner those solutions which in Engineer's judgment meet Owner's requirements for the Project. 5. Prepare a report (the "Report") which will, as appropriate, contain schematic layouts, sketches, and conceptual design criteria with appropriate exhibits to indicate the agreed -to requirements, considerations involved, and those alternate solutions available to Owner which Engineer recommends. For each recommended solution Engineer will provide the following, which will be separately itemized: opinion of probable Construction Cost; proposed allowances for contingencies; the estimated total costs of design, professional, and related services to be provided by Engineer and its Consultants; and, on the basis of information furnished by Owner, a summary of allowances for other items and services included within the definition of Total Project Costs. 6: Perform or provide the fellewing additienal-Study and Report Phase tasks or deliverables as described in the Engineer's scope of services. list any stteh gs n ep d r ve ^beg 7. Furnish electronic review copies of the Report and any other deliverables to Owner (per Project Schedule, see attachment A) calendar days of the Effective Date and review it with Owner. Per Project ScheduleWithin T-BP eale dad days of Feeeip', Owner shall submit to Engineer any comments regarding the Report and any other deliverables. Page I (Exhibit A — Engineer's Services) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright c02008National Society of Professional Engineers for EJCDC. All rights reserved. 8. Revise the Report. and any other deliverables in response to Owner's comments, as appropriate, and furnish cletronic copies of the revised Report and any other deliverables to the Owner per Project Schedule (refer to Attachment A) within TBQ ealendar days of receipt of Owner's comments. B. Engineer's services under the Study and Report Phase will be considered complete on the date when the revised Report and any other deliverables have been delivered to Owner. A1.02 Preliminary Design Phase A. After acceptance by Owner of the Report and any other deliverables, selection by Owner of a recommended solution and indication of any specific modifications or changes in the scope, extent, character, or design requirements of the Project desired by Owner, and upon written authorization from Owner, Engineer shall: 1. Prepare Preliminary Design Phase documents consisting of final design criteria, preliminary drawings, outline specifications, and written descriptions of the Project. 2. Provide necessary field surveys and topographic and utility mapping for design purposes Utility mapping will be based upon information obtained from utility owners. 3. Advise Owner if additional reports, data, information, or services of the types described in Exhibit B are necessary and assist Owner in obtaining such reports, data, information, or services. 4. Based on the information contained in the Preliminary Design Phase documents, prepare a revised opinion of probable Construction Cost, and assist Owner in collating the various cost categories which comprise Total Project Costs. 5. Perform or provide the "a&ieffal•-Preliminary Design Phase tasks or deliverables: as described in the Engineers scope of services 6. Furnish electronic review copies of the Preliminary Design Phase documents and any other deliverables to Owner per Project Schedule (refer to Attachment A) .,.,fr n T-BP cale,. de Elays of authefizmien to proceed with this phase, and review them with Owner. Per Project Schedule (refer to attachment A) ' , Owner shall submit to Engineer any comments regarding the Preliminary Design Phase documents and any other deliverables. 7. Revise the Preliminary Design Phase documents and any other deliverables in response to Owner's comments, as appropriate, and furnish to Owner electronic copies of the revised Preliminary Design Phase documents, revised opinion of probable Construction Cost, and any other deliverables per Project Schedule (refer to Attachment A de,ys after receipt of Owner's comments. B. Engineer's services under the Preliminary Design Phase will be considered complete on the date when the revised Preliminary Design Phase documents, revised opinion of probable Construction Cost, and any other deliverables have been delivered to Owner. Page2 (Exhibit A —Engineer's Services) EJCDC E-SWAgreernent Between Owner and Engineer for Professional Services Copyright ©2068National Society of Professional Engineers for EJCDC. All rights reserved. A 1,03 Final Design Phase A. After acceptance by Owner of the Preliminary Design Phase documents, revised opinion of probable Construction Cost as determined in the Preliminary Design Phase, and any other deliverables subject to any Owner -directed modifications or changes in the scope, extent, character, or design requirements of or for the Project, and upon written authorization from Owner, Engineer shall: 1. Prepare final Drawings and Specifications indicating the scope, extent, and character of the Work to be performed and furnished by Contractor. 2. Provide technical criteria, written descriptions, and design data for Owner's use in filing applications for permits from or approvals of governmental authorities having jurisdiction to review or approve the final design of the Project; assist Owner in consultations with such authorities; and revise the Drawings and Specifications in response to directives from such authorities. 3. Advise Owner of any adjustments to the opinion of probable Construction Cost known to Engineer. 4. Perform or provide the fellowing additional Final Design Phase tasks or deliverables: er-e as described in the Engineer's scope of services. 5. Prepare and furnish bidding documents for review by Owner, its legal counsel, and other advisors, and assist Owner in the preparation of other related documents. Per Project Schedule (refer to Attachment A Within T-RD days of , Owner shall submit to Engineer any comments and, subject to the provisions of Paragraph 6.01.G, instructions for revisions. Revise the bidding documents in accordance with comments and instructions from the Owner, as appropriate, and submit electronic final copies of the bidding documents, a revised opinion of probable Construction Cost, and any other deliverables to Owner within per Project Schedule (refer to Attachment A). ealendaN days after- ,-ereipt of owner iruvru eemments and B, Engineer's services under the Final Design Phase will be considered complete on the date when the submittals required by Paragraph A1.03.A.6 have been delivered to Owner. C. In the event that the Work designed or specified by Engineer is to be performed or furnished under more than one prime contract, or if Engineer's services are to be separately sequenced with the work of one or more prime Contractors (such as in the case of fast -tracking), Owner and Engineer shall, prior to commencement of the Final Design Phase, develop a schedule for performance of Engineer's services during the Final Design, Bidding or Negotiating, Construction, and Post - Construction Phases in order to sequence and coordinate properly such services as are applicable to the work under such separate prime contracts. This schedule is to be prepared and included in or become an amendment to Exhibit A whether or not the work under such contracts is to proceed concurrently. Page 3 (Exhibit A — Engi near's Servi oes) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright 0 2008 National Society of Professional Engineersfor EJCDC. All rightsreserved. D. The number of prime contracts for Work designed or specified by Engineer upon which the Engineer's compensation has been established under this Agreement is one (1). If more prime contracts are awarded, Engineer shall be entitled to an equitable increase in its compensation under this Agreement. A 1.04 Bidding or Negotiating Phase A. After acceptance by Owner of the bidding documents and the most recent opinion of probable Construction Cost as determined in the Final Design Phase, and upon written authorization by Owner to proceed, Engineer shall: 1. Assist Owner in advertising for and obtaining bids or proposals for the Work and, where applicable, maintain a record of prospective bidders to whorn Bidding Documents have been issued, attend pre -bid conferences, if any, and receive and process contractor deposits or charges for the bidding documents. 2. Issue addenda as appropriate to clarify, correct, or change the bidding documents. Provide information or assistance needed by Owner in the course of any negotiations with prospective contractors. 4. Consult with Owner as to the acceptability of subcontractors, suppliers, and other individuals and entities proposed by prospective contractors for those portions of the Work as to which such acceptability is required by the bidding documents. 5. If bidding documents require, the Engineer shall evaluate and determine the acceptability of "or equals" and substitute materials and equipment proposed by bidders, but subject to the provisions of paragraph A2.02.A.2 of this Exhibit A. 6. Attend the Bid opening, prepare Bid tabulation sheets, and assist Owner in evaluating Bids or proposals and in assembling and awarding contracts for the Work. 7. Perform or provide the following additional Bidding or Negotiating Phase tasks or deliverables as described in the Engineers scope of services. [here list any sugh taSAS d live rwbr90 B. The Bidding or Negotiating Phase will be considered complete upon commencement of the Construction Phase or upon cessation of negotiations with prospective contractors (except as may be required if Exhibit F is a part of this Agreement). A 1.05 Construction Phase A. Upon successful completion of the Bidding and Negotiating Phase, and upon written authorization from Owner, Engineer shall: 1. General Administration of Construction Contract: Consult with Owner and act as Owner's representative as provided in the Construction Contract. The extent and limitations of the duties, responsibilities, and authority of Engineer as assigned in the Construction Contract Page4 (Exhibil A — Engineer's Services) EJCDC E-5WAgreement Between owner and Engineer for Professional Services Copyright C) MOBNational Society of Professional Engineers for EJCDC. All rights reserved. shall not be modified, except as Engineer may otherwise agree in writing. All of Owner's instructions to Contractor will be issued through Engineer, which shall have authority to act on behalf of Owner in dealings with Contractor to the extent provided in this Agreement and the Construction Contract except as otherwise provided in writing. ■ 3. Selecting Independent Testing Laboratory: Assist Owner in the selection of an independent testing laboratory to perform the services identified in Exhibit B, Paragraph B2.01.0. 4. Pre -Construction Conference: Participate in a Pre -Construction Conference prior to commencement of Work at the Site. 5. Schedules: Receive, review, and determine the acceptability of any and all schedules that Contractor is required to submit to Engineer, including the Progress Schedule, Schedule of Submittals, and Schedule of Values. 6. Baselines and Benchmarks: As appropriate, establish baselines and benchmarks for locating the Work which in Engineer's judgment are necessary to enable Contractor to proceed. 7. Visits to Site and Observation of Construction: In connection with observations of Contractor's Work while it is in progress: a. Make visits to the Site at intervals appropriate to the various stages of construction, as Engineer deems necessary, to observe as an experienced and qualified design professional the progress of Contractor's executed Work. Such visits and observations by Engineer, and the Resident Project Representative, if any, are not intended to be exhaustive or to extend to every aspect of Contractor's Work in progress or to involve detailed inspections of Contractor's Work in progress beyond the responsibilities specifically assigned to Engineer in this Agreement and the Contract Documents, but rather are to be limited to spot checking, selective sampling, and similar methods of general observation of the Work based on Engineer's exercise of professional judgment, as assisted by the Resident Project Representative, if any. Based on information obtained during such visits and observations, Engineer will determine in general if the Work is proceeding in accordance with the Contract Documents, and Engineer shall keep Owner informed of the progress of the Work. b. The purpose of Engineer's visits to, and representation by the Resident Project Representative, if any, at the Site, will be to enable Engineer to better carry out the duties and responsibilities assigned to and undertaken by Engineer during the Construction Phase, and, in addition, by the exercise of Engineer's efforts as an Page 5 (Exhibit A —Engineer's Services) EJCDC E-500 Agreement Between owner and Engineer for Professional Services Copyright 0 2008 National Society of Professional Engineersfor EJCDC. All rightsresesved. experienced and qualified design professional, to provide for Owner a greater degree of confidence that the completed Work will conform in general to the Contract Documents and that Contractor has implemented and maintained the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. Engineer shall not, during such visits or as a result of such observations of Contractor's Work in progress, supervise, direct, or have control over Contractor's Work, nor shall Engineer have authority over or responsibility for the means, methods, techniques, sequences, or procedures of construction selected or used by Contractor, for security or safety at the Site, for safety precautions and programs incident to Contractor's Work, nor for any failure of Contractor to comply with Laws and Regulations applicable to Contractor's furnishing and performing the Work. Accordingly, Engineer neither guarantees the performance of any Contractor nor assumes responsibility for any Contractor's failure to furnish or perform the Work in accordance with the Contract Documents. 8. Defective Work: Reject Work if, on the basis of Engineer's observations, Engineer believes that such Work (a) is defective under the standards set forth in the Contract Documents, (b) will not produce a completed Project that conforms to the Contract Documents, or (c) will imperil the integrity of the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 9. Clarifications and Interpretations; Field Orders: Issue necessary clarifications and interpretations of the Contract Documents as appropriate to the orderly completion of Contractor's work. Such clarifications and interpretations will be consistent with the intent of and reasonably inferable from the Contract Documents. Subject to any limitations in the Contract Documents, Engineer may issue field orders authorizing minor variations in the Work from the requirements of the Contract Documents. 10. Change Orders and Work Change Directives: Recommend change orders and work change directives to Owner, as appropriate, and prepare change orders and work change directives as required. 11. Shop Drawings and Samples: Review and approve or take other appropriate action in respect to Shop Drawings and Samples and other data which Contractor is required to submit, but only for conformance with the information given in the Contract Documents and compatibility with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. Such reviews and approvals or other action will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions and programs incident thereto. Engineer shall meet any Contractor's submittal schedule that Engineer has accepted. 12. Substitutes and "or -equal": Evaluate and determine the acceptability of substitute or "or - equal" materials and equipment proposed by Contractor, but subject to the provisions of Paragraph A2.02.A.2 of this Exhibit A. 13. Inspections and Tests: Require such special inspections or tests of Contractor's work as deemed reasonably necessary, and receive and review all certificates of inspections, tests, Page B (Exhibit A — Engineer's Services) EJCDC E-500Agreement Between Owner and Engineer for Professional Services Copyright 0 2008 National Sudety of Professional Engineers for EJCDC. All rights reserved. and approvals required by Laws and Regulations or the Contract Documents. Engineer's review of such certificates will be for the purpose of determining that the results certified indicate compliance with the Contract Documents and will not constitute an independent evaluation that the content or procedures of such inspections, tests, or approvals comply with the requirements of the Contract Documents. Engineer shall be entitled to rely on the results of such tests. 14. Disagreements between Owner and Contractor: Render formal written decisions on all duly submitted issues relating to the acceptability of Contractor's work or the interpretation of the requirements of the Contract Documents pertaining to the execution, performance, or progress of Contractor's Work; review each duly submitted Claim by Owner or Contractor, and in writing either deny such Claim in whole or in part, approve such Claim, or decline to resolve such Claim if Engineer in its discretion concludes that to do so would be inappropriate. In rendering such decisions, Engineer shall be fair and not show partiality to Owner or Contractor and shall not be liable in connection with any decision rendered in good faith in such capacity. 15. Applications for Payment: Based on Engineer's observations as an experienced and qualified design professional and on review of Applications for Payment and accompanying supporting documentation: a. Determine the amounts that Engineer recommends Contractor be paid. Such recommendations of payment will be in writing and will constitute Engineer's representation to Owner, based on such observations and review, that, to the best of Engineer's knowledge, information and belief, Contractor's Work has progressed to the point indicated, the Work is generally in accordance with the Contract Documents (subject to an evaluation of the Work as a functioning whole prior to or upon Substantial Completion, to the results of any subsequent tests called for in the Contract Documents, and to any other qualifications stated in the recommendation), and the conditions precedent to Contractor's being entitled to such payment appear to have been fulfilled in so far as it is Engineer's responsibility to observe Contractor's Work. In the case of unit price work, Engineer's recommendations of payment will include final determinations of quantities and classifications of Contractor's Work (subject to any subsequent adjustments allowed by the Contract Documents). b. By recommending any payment, Engineer shall not thereby be deemed to have represented that observations made by Engineer to check the quality or quantity of Contractor's Work as it is performed and furnished have been exhaustive, extended to every aspect of Contractor's Work in progress, or involved detailed inspections of the Work beyond the responsibilities specifically assigned to Engineer in this Agreement and the Contract Documents. Neither Engineer's review of Contractor's Work for the purposes of recommending payments nor Engineer's recommendation of any payment including final payment will impose on Engineer responsibility to supervise, direct, or control Contractor's Work in progress or for the means, methods, techniques, sequences, or procedures of construction or safety precautions or programs incident thereto, or Contractor's compliance with Laws and Regulations applicable to Contractor's furnishing and performing the Work. It will also not impose responsibility Page 7 (Exhibit A — Engineer's Services) EJCCC E-500 Agreement Between Owner and Engineer for Professional Services Copyright02008National Society of Professional Engineersfor EJCDC. All rights reserved. on Engineer to make any examination to ascertain how or for what purposes Contractor has used the moneys paid on account of the Contract Price, or to determine that title to any portion of the Work in progress, materials, or equipment has passed to Owner free and clear of any liens, claims, security interests, or encumbrances, or that there may not be other matters at issue between Owner and Contractor that might affect the amount that should be paid. 16. Contractor's Completion Documents: Receive, review, and transmit to Owner maintenance and operating instructions, schedules, guarantees, bonds, certificates or other evidence of insurance required by the Contract Documents, certificates of inspection, tests and approvals, Shop Drawings, Samples and other data approved as provided under Paragraph A1,05.A.11, and transmit the annotated record documents which are to be assembled by Contractor in accordance with the Contract Documents to obtain final payment. The extent of such review by Engineer will be limited as provided in Paragraph A1.05.A.11. 17. Substantial Completion: Promptly after notice from Contractor that Contractor considers the entire Work ready for its intended use, in company with Owner and Contractor, visit the Project to determine if the Work is substantially complete. If after considering any objections of Owner, Engineer considers the Work substantially complete, Engineer shall deliver a certificate of Substantial Completion to Owner and Contractor. 19. Final Notice of Acceptability of the Work. Conduct a final visit to the Project to determine if the completed Work of Contractor is acceptable so that Engineer may recommend, in writing, final payment to Contractor. Accompanying the recommendation for final payment, Engineer shall also provide a notice in the form attached hereto as Exhibit E (the "Notice of Acceptability of Work") that the Work is acceptable (subject to the provisions of Paragraph A1.05.A.15.b) to the best of Engineer's knowledge, information, and belief and based on the extent of the services provided by Engineer under this Agreement. B. Duration of Construction Phase: The Construction Phase will commence with the execution of the first Construction Contract for the Project or any part thereof and will terminate upon written recommendation by Engineer for final payment to Contractors. If the Project involves more than one prime contract as indicated in Paragraph A 1.03.C, then Construction Phase services may be rendered at different times in respect to the separate contracts. Subject to the provisions of Article 3, Engineer shall be entitled to an equitable increase in compensation if Construction Phase services (including Resident Project Representative services, if any) are required after the original date for completion and readiness for final payment of Contractor as set forth in the Construction Contract, C. Limitation of Responsibilities: Engineer shall not be responsible for the acts or omissions of any Contractor, Subcontractor or Supplier, or other individuals or entities performing or furnishing any of the Work, for safety or security at the Site, or for safety precautions and programs incident to Contractor's Work, during the Construction Phase or otherwise. Engineer shall not be responsible Page 8 (Exhibit A -- Engi neer's Servi oes) EJCDC E-500Agreement Between Owner and Engineer for Professional Services Copyright 0 2008 National Society of Professions! Engineersfor EJCDC. All rightsreserved. for the failure of any Contractor to perform or furnish the Work in accordance with the Contract Documents. A 1.06 Post -Construction Phase A. Upon written authorization from Owner during the Post -Construction Phase Engineer shall: Together with Owner, visit the Project to observe any apparent defects in the Work, assist Owner in consultations and discussions with Contractor concerning correction of any such defects, and make recommendations as to replacement or correction of defective Work, if any. 2. Together with Owner or Owner's representative, visit the Project within one month before the end of the correction period to ascertain whether any portion of the Work is subject to correction. B. The Post -Construction Phase services may commence during the Construction Phase and, if not otherwise modified in this Exhibit A, will terminate twelve months after the commencement of the Construction Contract's correction period. PART 2 — ADDITIONAL SERVICES A2.01 Additional Services Requiring Owner's Written Authorization A. If authorized in writing by Owner, Engineer shall furnish or obtain from others Additional Services of the types listed below. Preparation of applications and supporting documents (in addition to those furnished under Basic Services) for private or governmental grants, loans, or advances in connection with the Project; preparation or review of environmental assessments and impact statements; review and evaluation of the effects on the design requirements for the Project of any such statements and documents prepared by others; and assistance in obtaining approvals of authorities having jurisdiction over the anticipated environmental impact of the Project. 2. Services to make measured drawings of or to investigate existing conditions or facilities, or to verify the accuracy of drawings or other information furnished by Owner or others. 3. Services resulting from significant changes in the scope, extent, or character of the portions of the Project designed or specified by Engineer or its design requirements including, but not limited to, changes in size, complexity, Owner's schedule, character of construction, or method of financing; and revising previously accepted studies, reports, Drawings, Specifications, or Contract Documents when such revisions are required by changes in Laws and Regulations enacted subsequent to the Effective Date or are due to any other causes beyond Engineer's control. Page 9 (Exhibit A — Engineer's Services) EJCDC E-50OAgreement Between Owner and Engineer for Professional Servioes Copyright O 2008 National Society of Professional Engineersfor EJCDC. All rightsreserved. 4. Services resulting from Owner's request to evaluate additional Study and Report Phase alternative solutions beyond those identified in Paragraph A1.01.A.4. Services required as a result of Owner's providing incomplete or incorrect Project information to Engineer. 6. Providing renderings or models for Owner's use. Undertaking investigations and studies including, but not limited to, detailed consideration of operations, maintenance, and overhead expenses; the preparation of financial feasibility and cash flow studies, rate schedules, and appraisals; assistance in obtaining financing for the Project; evaluating processes available for licensing, and assisting Owner in obtaining process licensing; detailed quantity surveys of materials, equipment, and labor; and audits or inventories required in connection with construction performed by Owner. 8. Furnishing services of Consultants for other than Basic Services. 9. Services attributable to more prime construction contracts than specified in Paragraph A1,03.D. 10. Services during out-of-town travel required of Engineer other than for visits to the Site or Owner's office. 11. Preparing for, coordinating with, participating in and responding to structured independent review processes, including, but not limited to, construction management, cost estimating, project peer review, value engineering, and constructibility review requested by Owner; and performing or furnishing services required to revise studies, reports, Drawings, Specifications, or other Bidding Documents as a result of such review processes. 12. Preparing additional Bidding Documents or Contract Documents for alternate bids or prices requested by Owner for the Work or a portion thereof. 13. Assistance in connection with Bid protests, rebidding, or renegotiating contracts for construction, materials, equipment, or services, except when such assistance is required by Exhibit F. 14. Providing construction surveys and staking to enable Contractor to perform its work other than as required under Paragraph A1.05.A.6, and any type of property surveys or related engineering services needed for the transfer of interests in real property; and providing other special field surveys. 15. Providing Construction Phase services beyond the original date for completion and readiness for final payment of Contractor. 16. Providing assistance in responding to the presence of any Constituent of Concern at the Site, in compliance with current Laws and Regulations. ....... Page10 (Exhibit A —Engineer's Servioes) EJCDC E-500Agreement Between owner and Engineer for Professional Services Copyright © 2008National Soctetyof Professional Engineersfor EJCDC. All rightsreserved. 17. Preparing Record Drawings showing appropriate record information based on Project annotated record documents received from Contractor, and furnishing such Record Drawings to Owner. 18. Preparation of operation and maintenance manuals. 19. Preparing to serve or serving as a consultant or witness for Owner in any litigation, arbitration, or other dispute resolution process related to the Project. 20. Providing more extensive services required to enable Engineer to issue notices or certifications requested by Owner. 21. Assistance in connection with the adjusting of Project equipment and systems. 22. Assistance to Owner in training Owner's staff to operate and maintain Project equipment and systems. 23. Assistance to Owner in developing procedures for (a) control of the operation and maintenance of Project equipment and systems, and (b) related record -keeping. 24. Overtime work requiring higher than regular rates. 25. Other services performed or furnished by Engineer not otherwise provided for in this Agreement. A2.02 Additional Services Not Requiring Owner's Written Authorization A. Engineer shall advise Owner in advance that Engineer is will immediately commence to perform or furnish the Additional Services of the types listed below. For such Additional Services, Engineer need not request or obtain specific advance written authorization from Owner. Engineer shall cease performing or furnishing such Additional Services upon receipt of written notice from Owner. 1. Services in connection with work change directives and change orders to reflect changes requested by Owner. 2. Services in making revisions to Drawings and Specifications occasioned by the acceptance of substitute materials or equipment other than "or -equal" items; services after the award of the Construction Contract in evaluating and determining the acceptability of a proposed "or equal" or substitution which is found to be inappropriate for the Project; evaluation and determination of an excessive number of proposed "or equals" or substitutions, whether proposed before or after award of the Construction Contract. 3. Services resulting from significant delays, changes, or price increases occurring as a direct or indirect result of materials, equipment, or energy shortages. 4. Additional or extended services during construction made necessary by (1) emergencies or acts of God endangering the Work (advance notice not required), (2) the presence at the ............. -Page'll (Exhibit A — Engineer's Ser vices) EJCDC E-500Agreffnent Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineersfor EJCDC. All rightsreserved. Site of any Constituent of Concern or items of historical or cultural significance, (3) Work damaged by fire or other cause during construction, (4) a significant amount of defective, neglected, or delayed work by Contractor, (5) acceleration of the progress schedule involving services beyond normal working hours, or (6) default by Contractor. 5. Services (other than Basic Services during the Post -Construction Phase) in connection with any partial utilization of any part of the Work by Owner prior to Substantial Completion. 6. Evaluating an unreasonable claim or an excessive number of claims submitted by Contractor or others in connection with the Work. 7. Services during the Construction Phase rendered after the original date for completion of the Work referred to in Al. 05.B. Reviewing a Shop Drawing more than three times, as a result of repeated inadequate submissions by Contractor. 9. While at the Site, compliance by Engineer and its staff with those terms of Owner's or Contractor's safety program provided to Engineer subsequent to the Effective Date that exceed those normally required of engineering personnel by federal, state, or local safety authorities for similar construction sites. Page 12 m (Exhibit A —Engineer's Services) EJCDC E-5UOAgreernent Between Owner and Engineer for Professional Services Copyright 0 2008 National Society of Professional Engineersfor EJCDC. All rights reserved. This is EXHIBIT B, consisting of 3 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated December 12, 2017. Owner's Responsibilities Article 2 of the Agreement is supplemented to include the following agreement of the parties. B2.01 In addition to other responsibilities of Owner as set forth in this Agreement, Owner shall at its expense: A. Provide Engineer with all criteria and full information as to Owner's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility, and expandability, and any budgetary limitations; and furnish copies of all design and construction standards which Owner will require to be included in the Drawings and Specifications; and furnish copies of Owner's standard forms, conditions, and related documents for Engineer to include in the Bidding Documents, when applicable. B. Furnish to Engineer any other available information pertinent to the Project including reports and data relative to previous designs, or investigation at or adjacent to the Site. C. Following Engineer's assessment of initially -available Project information and data and upon Engineer's request, furnish or otherwise make available such additional Project related information and data as is reasonably required to enable Engineer to complete its Basic and Additional Services. Such additional information or data would generally include the following: 1. Property descriptions. 2. Zoning, deed, and other land use restrictions. 3. Property, boundary, easement, right-of-way, and other special surveys or data, including establishing relevant reference points. 4. Explorations and tests of subsurface conditions at or contiguous to the Site, drawings of physical conditions relating to existing surface or subsurface structures at the Site, or hydrographic surveys, with appropriate professional interpretation thereof. 5. Environmental assessments, audits, investigations, and impact statements, and other relevant environmental or cultural studies as to the Project, the Site, and adjacent areas. 6. Data or consultations as required for the Project but not otherwise identified in the Agreement or the Exhibits thereto. D. Give prompt written notice to Engineer whenever Owner observes or otherwise becomes aware of the presence at the Site of any Constituent of Concern, or of any other development that affects the scope or time of performance of Engineer's services, or any defect or nonconformance in Engineer's services, the Work, or in the performance of any Contractor. Page r (Exhibit B — owner's Responsibilities) EiCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 Rational Society of Professional Engineers for EJCDC. All rights reserved. E. Authorize Engineer to provide Additional Services as set forth in Part 2 of Exhibit A of the Agreement as required. F. Arrange for safe access to and make all provisions for Engineer to enter upon public and private property as required for Engineer to perform services under the Agreement. G. Examine all alternate solutions, studies, reports, sketches, Drawings, Specifications, proposals, and other documents presented by Engineer (including obtaining advice of an attorney, insurance counselor, and other advisors or consultants as Owner deems appropriate with respect to such examination) and render in writing timely decisions pertaining thereto. H. Provide reviews, approvals, and permits from all governmental authorities having jurisdiction to approve all phases of the Project designed or specified by Engineer and such reviews, approvals, and consents from others as may be necessary for completion of each phase of the Project. I. Recognizing and acknowledging that Engineer's services and expertise do not include the following services, provide, as required for the Project: 1. Accounting, bond and financial advisory, independent cost estimating, and insurance counseling services. 2. Legal services with regard to issues pertaining to the Project as Owner requires, Contractor raises, or Engineer reasonably requests. 3. Such auditing services as Owner requires to ascertain how or for what purpose Contractor has used the moneys paid. J. Place and pay for advertisement for Bids in appropriate publications. K. Advise Engineer of the identity and scope of services of any independent consultants employed by Owner to perform or furnish services in regard to the Project, including, but not limited to, cost estimating, project peer review, value engineering, and constructibility review. L. Furnish to Engineer data as to Owner's anticipated costs for services to be provided by others (including, but not limited to, accounting, bond and financial, independent cost estimating, insurance counseling, and legal advice) for Owner so that Engineer may assist Owner in collating the various cost categories which comprise Total Project Costs. M. If Owner designates a construction manager or an individual or entity other than, or in addition to, Engineer to represent Owner at the Site, define and set forth as an attachment to this Exhibit B the duties, responsibilities, and limitations of authority of such other party and the relation thereof to the duties, responsibilities, and authority of Engineer. N. If more than one prime contract is to be awarded for the Work designed or specified by Engineer, designate a person or entity to have authority and responsibility for coordinating the activities among the various prime Contractors, and define and set forth the duties, responsibilities, and limitations of authority of such individual or entity and the relation thereof to the duties, Page 2 (Exhibit B— Owner's Responsibilities) EJCDC G500 Agreement Between Owner and Engineer far Professional Services. Copyright© 2008 National Society of Professional Engineers for EJCDC. All rights reserved. responsibilities, and authority of Engineer as an attachment to this Exhibit B that is to be mutually agreed upon and made a part of this Agreement before such services begin. O. Attend the pre -bid conference, bid opening, pre -construction conferences, construction progress and other job related meetings, and Substantial Completion and final payment visits, to the Project, P. Provide the services of an independent testing laboratory to perform all inspections, tests, and approvals of samples, materials, and equipment required by the Contract Documents, or to evaluate the performance of materials, equipment, and facilities of Owner, prior to their incorporation into the Work with appropriate professional interpretation thereof. Q. Provide Engineer with the findings and reports generated by the entities providing services to Owner pursuant to this paragraph. R. Inform Engineer in writing of any specific requirements of safety or security programs that are applicable to Engineer, as a visitor to the Site. S. Perform or provide the following additional services: [Here list any such additional services]. Page 3 - - (Exhibit B—Owner's Responsibilities) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. F A COMPENSATION DECISION GUIDE FOR USE WITH EXHI BIT C TO EJCDC E-500, 2008 EDITION >W a U e� U c� o� W Ae u aa,�w k4l) u U ?� AU U .0 0 o cr U AU a d w O � EA aU U ¢_ a z � N LA � N U � U a4 as z V) 0 c .� En Ln �. CA 0 cUd U O �r N 0 0 U 0 "o U 0 a d) r c� a� vi O Uw k C m L 0 V ° L � 4,1 � � M � O � ai U +� 1�1 V L a Cd � N M a z x� o Ln 0 U r �4 Compensation Decision Guide for Use with Exhibit C to EJCDC E-500, 2008 Edition Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. w Cr1 Fr i rA O O � V M Q cl rA rA i O O U o w a � � L O N O ,.O L� ~ U W U Q" t1. O -d Q a "Iy U) o r U SUGGESTED FORMAT (for use with E-500, 2008 Edition) This is EXHIBIT C, consisting of 2 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated December 12, 2017. Payments to Engineer for Services and Reimbursable Expenses COMPENSATION PACKET BC-1: Basic Services —Lump Sum Article 2 of the Agreement is supplemented to include the following agreement of the parties: ARTICLE 2 -- OWNER'S RESPONSIBILITIES C2.01 Compensation for Basic Services (other than Resident Project Representative) — Lump Sum Method of Payment A. Owner shall pay Engineer for Basic Services set forth in Exhibit A, except for services of Engineer's Resident Project Representative, if any, as follows: 1. A Lump Sum amount of $ compensation: a. Study and Report Phase b. Preliminary Design Phase c. Final Design Phase d. Bidding and Negotiating Phase e. Construction Phase f. Post -Construction Phase based on the following estimated distribution of 2. Engineer may alter the distribution of compensation between individual phases noted herein to be consistent with services actually rendered, but shall not exceed the total Lump Sum amount unless approved in writing by the Owner. 3, The Lump Sum includes compensation for Engineer's services and services of Engineer's Consultants, if any. Appropriate amounts have been incorporated in the Lump Sum to account for labor, overhead, profit, and Reimbursable Expenses. 4. The portion of the Lump Sum amount billed for Engineer's services will be based upon Engineer's estimate of the percentage of the total services actually completed during the billing period. Page 1 Exhibit C -Compensation Packet BC-1: Basic Servioes(other than RPR) — Lump Sum Method of Payment EJCOC E-60OAgreement Between Owner and Engineer for Professional Services. Copyright 0 200$ National society of Professional Engineers for EJCOC. All rights reserved. B. Period of Service: The compensation amount stipulated in Compensation Packet BC-1 is conditioned on a period of service not exceeding months. If such period of service is extended, the compensation amount for Engineer's services shall he appropriately adjusted. Page 2 Exhl bit C —Compensation Packet BC-1: BasicServices(other than RPR) —Lump Sum Method of Payment EJCDC E-500Agreement Between Owner and Engineer for Professional Servion Copyright © 2008 National SDciety of Professional Engineers for EJCDC. All rights reserved. . ... . w . � .. - 'MMZAZM�'- ' - a ------------- . . ..... ....... Pagel Exhibit C-Compensation Packet BC-2; Basic Servioes(other than RPR)—Standard Hourly Rates Method of Payment EJCDC E-50OAgreement Between Owner and Engineer for Professional Services. Copyright 0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. - --," 0A W.1 H .. _ - F "WO ~101101 rsa:�le�ss�ae� Engineer's Engineer'seharges shali be the ametints billed by Page 2 Exhibit C—Compensation Packet BC-2: Basi c Servi ces (other than RPR)—Standard Hourly Rates Method of Payment EJCDC E-5W Agreement Between Owns' and Engineer for Professional Services, Copyright 0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. for- binding the and are not the Minimum or planning are Hot purposes,estimates to Engineer- ndet: the an paAies, Agreement. amountsable i -_.......... Page 3 ..................__ ------ ____... Exhibit C--Compensation Packet BC-2: BasloSer'vices(other than RPR) —Standard Hourly Rates Method of Payment EJCDC E-500Agreement Between Owner and Engineer for Professional Services. Copyright 0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. W!�g-w . ► rj -IL-0 Ill ay Lra�.�cy w ra t r� M rKy INN ■ ■ Paget Exhibit C —Compensation Packet BC-3: Basic Services (other than RPR) —Percentage of Construction Cost Melhod of Payment EJCDC E-5WAgreement Between Owner and Engineer for Professional Services, Copyright© 2008 National Soaelyof Professional Engineersfor EJCDC. All r I ghts reserved. NFINK Study and RepeA Phase D..nl:.,,.:.,,afy Design PhaseFinai Design Phase cola 0 Bidding or- Negotiating Phase 0 Genstme4i9n tease - % Paget Exhibit C —Compensation Packet BC-3: Basi c Ser vi oes (other than RPR) --Percentage of Construction Cost Method of Payment EJCDC E-500Agreement Between Owner and Engineer for Professional Services, Copyright © 2008 Nationai Society of Professional Engineers for EJCDC. All rights reserved. Study and RepeA Phase D..nl:.,,.:.,,afy Design PhaseFinai Design Phase cola 0 Bidding or- Negotiating Phase 0 Genstme4i9n tease - % Paget Exhibit C —Compensation Packet BC-3: Basi c Ser vi oes (other than RPR) --Percentage of Construction Cost Method of Payment EJCDC E-500Agreement Between Owner and Engineer for Professional Services, Copyright © 2008 Nationai Society of Professional Engineers for EJCDC. All rights reserved. . .. ...........■ ISO INWOMINNIM, MINIM Page3 Exhibit C —Compensation Packet BC-4: Basic Services (other than RPR)—Dlrect Labor Costs Times a Factor Method of Payment EJCDC E-500Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineersfor EJCDC. All rights reserved. ISO INWOMINNIM, MINIM Page3 Exhibit C —Compensation Packet BC-4: Basic Services (other than RPR)—Dlrect Labor Costs Times a Factor Method of Payment EJCDC E-500Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineersfor EJCDC. All rights reserved. W*11 ■ -1­111­1-. - ■ _ h - IN ■ ■KFffr A _ 10 ■ - ■ ■ - , - -L9 RMTRIINIffirw.'r.- - JAM ==RWMLffAL Au Paged Exhibit C--Compensation Packet BC-4: Basic Services (other than RPR) —Direct Labor Costs Times aFactor Method of Payment EJCDC E-50OAgreement Between Owner and Engines for Professional Services, Copyright © 2008 National Society of Professional Engineersfor EJCDC. All rightsreserved. r � i. EngineeF's i. EngineeF's the that beeeme fet: estimate of ameunts will sper-ified payable estimates fef- -planning . binding the the are not to Engineer- the en paAies, and are net Miniffitiffi-ew Agreement. .... .. . i amounts payable under- •owl' • - • _ ... . . ........ IN .................... --- - - .-, Page 5 Exhibit C—Compensatlon Packet BC-* Basic Services (other than RPR)—Direct Labor Costs Timesa Factor Method of Payment EJCDC E-5WAgreement Between Owner and Engineer for Professional Services Copyright © 2008National Sudety of Professional Enginews for EJCDC. All r I ghts reser ved. MNII a e Riff a Page 1 Exhibit C—Compensation Packet BC-5: Bade Services (other than RPR)—Direct Labor Costs PlusOverhead Plusa Fixed Fee Method of Payment EJCDC E-SW Agreement Between Owner and Engineer for Professional Services. Copyright © 200H National Society of Professional Engineers for EJCDC. All rights reserved. r - ■ w a a ■ ■ 111010" PROW MS.✓J.1LL�Y YSSIwIiiwy YwyWpwYW. IIIIIP WIIWYwII i�lY1 Y'�tl�l7li.�S9IN Paget Exhibit C--Compensation Packet BI Baal cSei'vloes(other than RPR) — Direct Labor Costs Plus Over head PlusaFixed Fee Method of Payment EJCDC E-500Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 7 1. a the that beeafne for- s estimate of afneunts will payable speeified estimates for- planning maximuffi amounts payable binding the > are not to gtigitieer- !he on pat4ios, Agr-eefnent. under mi to WIWI Page3 Exhibit C—Compensation Packet BC-5: Basic Services (other than RPR) —Direct Labor Costs Plus Overhead Plusa Fixed Fee Method of Payment EJCDC E-50OAgreement Between Owner and Engineer for Professional Services. Copyright C 2008 National Society of Professional Englneersfor EJCDC. All righlsreserved. • _ _ . . W-1 W.r !� lerrle Page I Exhibit C —Compensation Packet BC-6: Baslc Services (other than RPR) —Salary Costs Times a Factor Method of Payment EJCDC E-SQOAgresnenl Between Owner and Engineer for Professional Services, Copyright O 2008 National Society of Professional Engineersfor EJCDC. All rightsreserved. Ln it ■ - - VWM ■ - . . 04M- - ON■ - 5 _ WHO - - _ Page 2 Exhibit C —Compensation Packet BC-6: Basic Services (other than RPR)— Sal ary Costs Timesa Factor Method of Payment EJCDC E-500Agreement Between Owner and Engineer for Professional Services. Copyrigh( © 2008 National Society of Professional Engineers for EJCDC. All righlsreserved. a Engineer's for- bifiditig !he estimates plafinifig > are not an f P.M. ■ Page 3 Exhibit C —Compensation Packet BC-6: Basic; Servioes(other than RPR) —Salary CostsTimesa Factor Method of Payment EJCDC E-50DAgreement Between Owner and Engineer for Professional Services. Copyright 0 2008 National Society of Professional Enginaersfor EJCDC. All rightsreserved. ■. _ ■ _ MIME -- IKWMPM •- Pager Exhibit C --Compensation Packet RPR-1: Resident Project RepresentativeServices —Lump Sim Method of Payment EJCDC E-500Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineersfor EJCDC. All rightsreserved. r r i s r r r ! r r_ WORM r .lE'rl�1!�S. • r ■ • ON ■ ON. ■ r a • r . r. r Jiljij� r r • r . i r Pagel Exhibit C —Compensation Packet RPR-2; Resident Project RepresentativeSer vices Standard Hourly Rates Method of Payment EJCDC E-500Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineersfor EJCDC. All rights reserved. feF S Consultants, 1. Whenever Engineer- is entitled to eenvensatien the eharges of be billed by Engineer'ss these ehaFges shall the am.A-1-ints faetef of _ - a - • - w • •. • • _ • • • -. • • w - - • • w Page 2 Exhibit C —Compensation Packet RPR-2: Resident Protect Representative Services Standard Hourly RatesMethod of Payment EJCDC E-50OAgreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineersfor EJCDC. All rightsreserved. ., allf ■ - r . ! following detter-m-inatioris m4th preeedenee in the er-der listed for Work designed or spee by Engineer, 1-TUIETNTWWW"MI - M.N. MS. 1" mt� I. M.V Pagel Exhibit C—Compensation Packet RPR-3: Resident Project Representative Basic Servioes--Pereentageof Construction Cost Method of Payment EJCDC E-50DAgreement Between Owner and Engineer for Professional Serviom Copyright © 200B National Society of Professional Engineersfor EJCDC. All rightsreserved. ■ ■ - ■ ■ ■ iWIN IIII = r,NOW,, ■ r ■ r_ _ IN■ ■ - ■ - -! - -- __ Page t Exhibit C—Compensation Packet RPRA: Resident Project Representative Services Direct -Labor Costs Times a Factor Method of Payment EJCDC E-500Agreement Between Owner and Engineer for Professional Services. Copyright © 2008National Society of Professional Engineersfor EJCDC. All rights reserved. these be the billed by hfigifter-'s Consultants to Engineer !iffle ehar-ges shall affieunts faetap of purposes, purposes, a • a a .. ,. a .,. ... .. _ -- low..._ - 1111 ON a Page 2 Exhibit C —Compensation Packet RPR-d: Resident Projed Representative 9ervicesDIred - Labor Costs Timesa Factor Method of Payment EJCDC E-500Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineersfor EJCDC. All rightareserved. .,N i IN 1.1111111lip/ ■ - - ITIRM ■- • rn - ■ RPM ME Page 1 Exhibit C —Compensation Packet RPR-5: Resident Project Representative ServioesSalary CostsTimesa Factor [Method of Payment EJCDC E-50DAgreement Between Owner and Engineer for Professional Services. Copyright 0 2003 National Society of Professional Engineers for EJCAC. All rights reserved. these ehar-ges shall be the ameunts billed by Engineer-'s Consultants to Engineef time fader of r • WIN— 1010 Paget Exhibit C —Compensation Packet RPR-& Resident Project Rep resentativeServiaesSaiary Costs Times a Factor Method of Payment EJCDC E-500Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. COMPENSATION PACKET AS-1: Additional Services — Standard Hourly Rates Article 2 of the Agreement is supplmented to include the following agreement of the parties: C2.05 Compensation for Additional Services --- Standard Hourly Rates Method of Payment A. Owner shall pay Engineer for Additional Services, if any, as follows: 1. General: For services of Engineer's personnel engaged directly on the Project pursuant to Paragraph A2.01 or A2.02 of Exhibit A, except for services as a consultant or witness under Paragraph A2.01.A.20, (which if needed shall be separately negotiated based on the nature of the required consultation or testimony) an amount equal to the cumulative hours charged to the Project by each class of Engineer's personnel times Standard Hourly Rates for each applicable billing class for all Additional Services performed on the Project, plus related Reimbursable Expenses and Engineer's Consultant's charges, if any. B. Compensation For Reimbursable Expenses: 1. For those Reimbursable Expenses that are not accounted for in the compensation for Basic Services under Paragraph C2.01 and are directly related to the provision of Additional Services, Owner shall pay Engineer at the rates set forth in Appendix 1 to this Exhibit C. 2. Reimbursable Expenses include the following categories: transportation and subsistence incidental thereto; providing and maintaining field office facilities including furnishings and utilities; toll telephone calls and mobile phone charges; reproduction of reports, Drawings, Specifications, Bidding Documents, and similar Project -related items in addition to those required under Exhibit A. In addition, if authorized in advance by Owner, Reimbursable Expenses will also include expenses incurred for the use of highly specialized equipment. 3. The amounts payable to Engineer for Reimbursable Expenses, if any, will be the Additional Services -related internal expenses actually incurred or allocated by Engineer, plus all invoiced external Reimbursable Expenses allocable to such Additional Services, the latter multiplied by a factor of 4. The Reimbursable Expenses Schedule will be adjusted annually (as of _—) to reflect equitable changes in the compensation payable to Engineer. C. Other Provisions Concerning Payment For Additional Services: 1. Whenever Engineer is entitled to compensation for the charges of Engineer's Consultants, those charges shall be the amounts billed by Engineer's Consultants to Engineer times a factor of _. Paget Exhibit C —Compensation Packet A&I: Additional Services — Standard Hourly Rates Method of Payment EJCDC E-500Agreement Between Owner and Engineer for Professional Serviom Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 2. Factors: The external Reimbursable Expenses and Engineer's Consultant's Factors include Engineer's overhead and profit associated with Engineer's responsibility for the administration of such services and costs. 3. To the extent necessary to verify Engineer's charges and upon Owner's timely request, Engineer shall make copies of such records available to Owner at cost. Paget Exhibit C —Compensation Packet A&I: Additional Servloes— Standard Hourly Rates Method of Payment EJCDC E-500Agreement Between owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. . _Pq_ WIN 7 these eharges shall be 4he amounts billed by Engineer's Getislikai:As to Engineer- fiffies-a faeter of Page I Exhibit C—Compensation PacketAS•2: Additional Services — Direct Labor Costs Times a Factor Method of Payment EJCDC E-500Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineersfor EJCDC. All rightsreserved. Engineer's Consultant's a a --- - . ........ . ... ------- --- Page 2 Exhibit C— Compensation Packet AS-2: Additional Services — Direct Labor CostsTimesa Factor Method of Payment EJCDC E-500Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineersfor EJCDC. All rightsreserved. .. •pia= — SEEM RM r IN r �- _ a PI _ .P11_ 1. Whenever EngiHeef is entitled to esempensa4ian for the ehaFges of Engineer's Gensu these ehar-ges shall be the ametints billed by Page t Exhibit C -Compensation Packet AS•3: Additional Services - Salary CostsTimes a Factor Method of Payment EJCDC E-5DDAgreement Between Owner and Engineer for Professional Services, Copyright C 2008 National Society of Professional > ngincers for EJCDC. All rights reserved. Page 2 Exhibit C —Compensation Packet AS-3: Additional Services — Salary CostsTimes a Fads Method of Payment EJCDC E-5b0Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. This is Appendix I to EXHIBIT C, consisting of i pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated December 12, 2017, Reimbursable Expenses Schedule Current agreements for engineering services stipulate that the Reimbursable Expenses are subject to review and adjustment per Exhibit C. Reimbursable expenses for services performed on the date of the Agreement are: Fax $ /page 8"x I 1 " Copies/Impressions /page Blue Print Copies /sq. ft. Reproducible Copies (Mylar) /sq. ft. Reproducible Copies (Paper) /sq. ft. Mileage (auto) /mile Field Truck Daily Charge /day Mileage (Field Truck) /mile Field Survey Equipment /day Confined Space Equipment /day plus expenses Resident Project Representative Equipment /month Specialized Software /hour CAD Charge /hour CAE Terminal Charge /hour Video Equipment Charge /day, $ /week, or $ /month Electrical Meters Charge /week, or $ /month Flow Meter Charge /week, or $ /month Rain Gauge /week, or $ Imonth Sampler Charge /week, or $ Imonth Dissolved Oxygen Tester Charge /week Fluorometer /week Laboratory Pilot Testing Charge /week, or $ Imonth Soil Gas Kit /day Submersible Pump /day Water Level Meter /day, or $ Imonth Soil Sampling /sample Groundwater Sampling /sample Health and Safety Level D /day Health and Safety Level C /day Electronic Media Charge /hour Long Distance Phone Calls at cost Mobile Phone /day Meals and Lodging at cost [Note to User: Customize this Schedule to reflect anticipated reimbursable expenses on this specific Project] Pagel Exhibit C—Appendix 1: Reimbursable Expenses Schedule EJCDC E-50OAgreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. This is Appendix 2 to EXHIBIT C, consisting of 1 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated December 12, 2017. Standard Hourly Rates Schedule A. Standard Hourly Rates. - Standard Hourly Rates are set forth in this Appendix 2 to this Exhibit C and include salaries and wages paid to personnel in each billing class plus the cost of customary and statutory benefits, general and administrative overhead, non -project operating costs, and operating margin or profit. 2. The Standard Hourly Rates apply only as specified in Article C2. B. Schedule: Hourly rates for services performed on or after the date of the Agreement are: Billing Class VIII $ /hour Billing Class VII /hour Billing Class VI /hour Billing Class V /hour Billing Class IV Ihour Billing Class III /hour Billing Class II /hour Billing Class I Ihour Support Staff Ihour Page r Exhibit C —Appendix 2: Standard Hourly Rates Schedule EJCDC E-50OAgreetmnt Between owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. RUN 110-100 a ELIM . . ■ 1 . . i . . _M MWIMMIT ■ - ' yilRg9� dip • - _ Page 1 (Exhibit D - Resident Project Representative) EJCDC E-500Agreenent Between Owner and Engineer for Professional Services, Copyright O 2008 National Society of Professional Engineersfor EJCDC. All rightsreserved. a • 1 I Floa { {{ r { r r { { s Page 2 (Exhibit D - Resident Project Representative) EJCDC E-600Agreement Between Owner and Engineer for Professional Services. Copyright© 2008 National Society of Professional Engineersfor EJCDC. All rightsrenerved. � r ■ _ ■ MmInIM rmqvr. at. UWI PW. �,.' M-1.■ 1 ■ ■ ■ • • - Page3 (Exhibit D - Resident Project Representative) EJCDC E-500Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 0-01101001 1 l Page4 (Exhibit D - Resident Project Representative) EJCDC E-500Agreernent Between Owner and Engineer for Professional Services. Copyright 0 2008 National Society of Professional Engineersfor EJCDC. All rightsreserved. Page 5 (Exhibit D - Resident Project Representative) EJCDC E-500Agreernent Between Owner and Engineer for Professional Services. Copyright © 2008 National Sodetyof professional Engineersfor EJCDC. All rightsrewved. This is EXHIBIT E, consisting of 2 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated December 12, 2017, NOTICE OF ACCEPTABILITY OF WORK PROJECT: Seitz Park Reconstruction, South Bend Project No. 117-093 OWNER: Board of Public Works, City of South Bend, Indiana CONTRACTOR: OWNER'S CONSTRUCTION CONTRACT IDENTIFICATION: 117-093 EFFECTIVE DATE OF THE CONSTRUCTION CONTRACT: December 12, 2017 ENGINEER: SmithGroupJJR Inc. NOTICE DATE: To: Owner And To: Contractor From: Engineer The Engineer hereby gives notice to the above Owner and Contractor that the completed Work furnished and performed by Contractor under the above Contract is acceptable, expressly subject to the provisions of the related Contract Documents, the Agreement between Owner and Engineer for Professional Services dated , and the terms and conditions set forth in this Notice. Patrick M, Daher Title: Senior Vice President Dated: Page t (Exhibit E—Notice of Acceptability of Work) EJCDC E-500Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professlonal Engineersfor EJCDC. All rightsreserved, CONDITIONS OF NOTICE OF ACCEPTABILITY OF WORK The Notice of Acceptability of Work ("Notice") is expressly made subject to the following terms and conditions to which all those who receive said Notice and rely thereon agree: 1. This Notice is given with the skill and care ordinarily used by members of the engineering profession practicing under similar conditions at the same time and in the same locality. 2. This Notice reflects and is an expression of the professional judgment of Engineer. 3. This Notice is given as to the best of Engineer's knowledge, information, and belief as of the Notice Date. 4. This Notice is based entirely on and expressly limited by the scope of services Engineer has been employed by Owner to perform or furnish during construction of the Project (including observation of the Contractor's work) under Engineer's Agreement with Owner and under the Construction Contract referred to in this Notice, and applies only to facts that are within Engineer's knowledge or could reasonably have been ascertained by Engineer as a result of carrying out the responsibilities specifically assigned to Engineer under such Agreement and Construction Contract. 5. This Notice is not a guarantee or warranty of Contractor's performance under the Construction Contract referred to in this Notice, nor an assumption of responsibility for any failure of Contractor to furnish and perform the Work thereunder in accordance with the Contract Documents. - Page2 (Exhibit E--Notice ofAoceplabllity of Work) EJCDC E-500Agreement Between Owns' and Englneer for Professional Services. Copyright © 2008National Society of Professional Engineersfor EJCDC. All rightsreserved. - • • -FM WWVMRFRWIMVPMWIVR - - _ s • 1 . ■- ' r. • • nil CUT Pagel (Exhibit F —Construction Cost Limit) FJCDC E-5WAgreement Between Owner and Engineer for Professional Services. Copyright 0 20D8 National Society of Professional Engineersfor FJCDC. All rightsreserved. M This is EXHIBIT G, consisting of 2 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated December 12, 2017. Insurance Paragraph 6.04 of the Agreement is supplemented to include the following agreement of the parties. G6.04 Insurance A. The limits of liability for the insurance required by Paragraph 6.04.A and 6.04.13 of the Agreement are as follows: 1. By Engineer: a. Workers' Compensation: b. Employer's Liability -- 1) Each Accident: 2) Disease, Policy Limit: 3) Disease, Each Employee: c. General Liability -- 1) Each Occurrence (Bodily Injury and Property Damage): 2) General Aggregate: 3) Products — Comp/OP Aggregate d. Excess or Umbrella Liability -- 1) Each Occurrence: 2) General Aggregate: Statutory $ 1,000,000 $J1 000 000 $ 1 000 000 $J1,000,000 $ 2 000 000 $ 2,000,000 $ 5 ,000000 $ 5,000,000 e. Automobile Liability --Combined Single Limit (Bodily Injury and Property Damage): Each Accident f. Professional Liability — 1) Each Claim Made 2) Annual Aggregate g, Other (specify): $ 11000,000 $ 5 000 000 $ 5 000 000 page 1 (Exhibit G - Insuranoe) EJCDC E-60OAgreement Between Owner and Engineer for Professional Servioes. Copyright © 2008 National Society of Professional Engineersfor EJCDC. All rights reserved. 2. By Owner; a. The City of South Bend is a municipal corporation organized under the laws of the State of Indiana, and is self -insured under provisions of Indiana statutes and local ordinance. Specifically, the City of South Bend maintains blanket insurance coverage over real and personal property, and is covered by a non -reverting insurance premium and liability reserve fund created by the City of South Bend, Ordinance 96657-79, pursuant to Indiana Code 34-13-3-4, as amended from time to time. Under said statute, the City's liability is limited to: 1) Seven hundred thousand dollars ($700,000) for a cause of action that accrues on or after January 1, 2008; and 2) Five million dollars ($5,000,000) for injury to or death of all persons in that occurrence,; and 3) A governmental entity or an employee of a governmental entity acting within the scope of employment is not liable for punitive damages. B. Additional Insureds: 1. The following persons or entities are to be listed on Owner's general liability policies of insurance as additional insureds, and on any applicable property insurance policy as loss payees, as provided in Paragraph 6.04.B: a. SmithGroupJJR Inc. Engineer a C. Engineer's Consultant Engineer's Consultant 2. During the term of this Agreement the Engineer shall notify Owner of any other Consultant to be listed as an additional insured on Owner's general liability and property policies of insurance. 3. The Owner shall be listed on Engineer's general liability policy as provided in Paragraph 6.04.A. Page 2 (Exhibit G - Insurance) EJCDC E-5WAgreement Between owner and Engineer for Professional ServIces. Copyright 0 2008 National Society of Professional Engineersfor EJCDC. All rightsreeerved. This is EXHIBIT I, consisting of I pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated December 12, 2017. Limitations of Liability Paragraph 6.10 of the Agreement is supplemented to include the following agreement of the parties: A. Limitation of Engineer's Liability 1. Engineer's Liability Limited to Amount of Insurance Proceeds: Engineer shall procure and maintain insurance as required by and set forth in Exhibit G to this Agreement. Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by law, the total liability, in the aggregate, of Engineer and Engineer's officers, directors, members, partners, agents, employees, and Consultants to Owner and anyone claiming by, through, or under Owner for any and all claims, losses, costs, or damages whatsoever arising out of, resulting from, or in any way related to the Project or the Agreement from any cause or causes, including but not limited to the negligence, professional errors or omissions, strict liability, breach of contract, indemnity obligations, or warranty express or implied, of Engineer or Engineer's officers, directors, members, partners, agents, employees, or Consultantss (hereafter "Owner's Claims"), shall not exceed the total insurance proceeds paid on behalf of or to Engineer by Engineer's insurers in settlement or satisfaction of Owner's Claims under the terms and conditions of Engineer's insurance policies applicable thereto (excluding fees, costs and expenses of investigation, claims adjustment, defense, and appeal). If no sueh ins ee g liability,proyided with r-espeet to Own F's Claims, then the total in the aggregate, of Engin Owner mid anyone elaiming hy, ihr-augh, or under- Ownef fer an), and all sueh unissuria-d B. Indemnification by Ovlmer: To the fullest extent permitted by law, Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, and Consultants from and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court, arbitration, or other dispute resolution costs) arising out of or relating to the Project, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of Owner or Owner's officers, directors, members, partners, agents, employees, consultants, or others retained by or under contract to the Owner with respect to this Agreement or to the Project. Pagel (Exhibit I - Limitations on Liability) EJCDC E-500Agreement Between Owner and Engineer for Professional Services. Copyright 0 2008 National Sodelyof Professional Engineers for EJCDC. All rightsrewved. ■ Paget (Exhibit J - Special Provisions) EJCDC E-500 Agreement Between Owner and Engineer for Professlonal Services. Copyright © 2008 National Society of Professional Engineersfor EJCDC. All rightsreserved. SMfTHGAOUPN ATTACHMENT A October 16, 2017 Revised November 9, 2017 Revised November 30, 2017 Ms. Kara Boyles, City Engineer City of South Bend Public Works Division of Engineering 227 West Jefferson Boulevard, Suite 1300N South Bend, Indiana 46601 RE: Seitz Park Redevelopment Final Design and Implementation Dear Ms, Boyles: On behalf of SmithGroupJJR, Inc., ("SmithGroupJJR") I am pleased to submit this proposal for the design, engineering and implementation of Seitz Park along the St, Joseph River in downtown South Bend, The following is our understanding of the services which are to be provided, PROJECT DESCRIPTION, TEAM AND APPROACH SmithGroupJJR has been working with the City of South Bend ("CITY") on the Riverfront Parks and Trails plan and is positioned to implement the priority projects identified along the riverfront, it is necessary to develop final design plans for Seitz Park so it can be moved into implementation in concert with the Notre Dame hydro -electric project, currently working through the FERC approvals and permitting. Additionally, coordination with the Development Team for the Howard Park is required to ensure the needs of Seitz Park are met, including the riverfront connection coordination with Wharf Partners related to the Riverwalk connection to Colfax SmithGroupJJR will serve as the CITY's Lead Consultant for final design, engineering and! construction administration services. In addition, SmithGroupJJR will coordinate the efforts of other professional services (geotechnical, survey), and facilitate any necessary agency, permitting, or stakeholder meetings to ensure the successful completion of the project. We will partner with a local engineering firm, DLZ, to aid in the project and maintain a local presence throughout the implementation of the project, We will also partner with a local architect, EPOCH, to serve as the building architects and engineers, and Abonmarche will serve as the project surveyor. The main elements of this project include: • On -going coordination with Notre Dame as they finalize their design and implement the hydro project. On- going coordination with the Development Team, Wharf Partners for the Cascades project north of Seitz Park. • Coordination with other adjacent land owners and land users, including American General, Stephenson Mills and agencies including, but not limited to, the Indiana Department of Natural Resources (IDNR) to ensure the park is designed to accommodate the on -going uses and utilizes lands as needed for programming, connectivity and circulation. • Coordination of supplemental survey and geotechnicali engineering as needed to design the park elements. • Underground and overhead utility coordination with service providers to serve the infrastructure needs of the park — it is assumed all utility modifications, relocations and extensions of the existing site will be provided City of South Bend, Indiana Seitz Park Redevelopment Final Design and Implementation SmithGroupJJR South Bend, Indiana LETTER FORM PROPOSAL - I - Revised 11130117, 1110912017, 10/16/2017 SMITHROUPPR by Notre Dame through its hydro project efforts. There may be utilities that LIND will not impact, and may need relocation or modification for the Seitz project, • Stormwater management for the park — it is assumed that temporary stormwater management, erosion and sedimentation control will be accommodated by Notre Dame's hydro project. The SmithGroupJJR team will modify the SESC and stormwater management, as needed, to align with the park's reconstruction. • Surface improvements, including walks, riverfront promenades, plazas, parking restoration, performance plazas and stage, seating, site walls and planters. • Furnishings, including railings, benches, trash containers, bike loops, bollards and lighting. • Plantings and landscape elements, including trees, shrubs, perennials and ground cover, and soft -surface stabilization. In addition, the SmithGroupJJR team will provide irrigation design for Seitz Park and water utility connection to existing infrastructure. • Buildings, including park buildings/restrooms/ad min istration/retail space, within the proposed park building and stage/canopy structures. The building required of Notre Dame has been sited, and a finish floor elevation established by SmithGroupJJR, The architecture, engineering and utility needs for this building will, be designed, and implemented by Notre Dame. Our Architecture Team will consult with Notre Dame on design elements to ensure the building meets the image expectations, of Seitz Park. • Miscellaneous elements such as screening, River Lights reinstallation coordination, riverfront promenade stabilization and railings. • Lighting design, including photometrics, compatibility with RiverLights and site lighting. The intent is that the SmithGroupJJR team will provide complete services through the implementation of the project. Our team structure and roles of each team members are as follows, Project Limits and Boundaries The Seitz Park Reconstruction project will include the following: Schematic Design Project Limits (refer to A ffachment Q) • Seitz Park Proper — including park areas comprising the peninsula south of the Wharf Partners development and Stephenson Mills Apartments, and open space located east of Stephenson Mills along the East Race from Colfax Avenue to the park proper. • Riverfront Promenade along the St. Joseph River, west of the Wharf Partners development, from Colfax Avenue to the park proper, • Gi,ntz Avenue, from Colfax Avenue to the park proper. • East Race riverfront promenade • Proposed crossing of East Race (for new pedestrian bridge) including areas south of AM General and the City -owned parking lot, east to Niles Avenue (no streetscape included along Niles), • Riverl'ront Trail at Colfax Avenue for proposed crossing. Area encompassed includes Colfax Avenue ROW located east of bridge and intersection of Sycamore Street and trail connection along Colfax Bridge to West Bank trailhead at Colfax and MLK • Improved connection along the East Bank trail along the river between Seitz Park and Howard Park Anticipated First Phase Implementation — DD through CA The project limits and boundaries for the tasks and phases beyond Schematic Design Tasks 1 and 2 will be defined once the project design and budget have been established. City of South Bend, Indiana Seitz Park Redevelopment Final Design and Implementation SmithGroupJJR South Bend, Indiana LETTER FORM PROPOSAL -2- Revised 11130117, 1110912017, 10/1612017 SMfTNGROUPJ{R SmithGroupJJR Role andl Responsibilities Smi1thGroupJJR will be the prime consultant, responsible, for the overall design of the park and its elements. We will manage the subconsultants, lead the design, stakeholder coordination, will coordinate with IDNR and any other agencies, Wharf Partners, Notre Dame and its team, the City, County and State as required through the project design and approval process. Ali correspondence, decisions and directions will flow through us, and we will work directly with the CITY's Project Manager to ensure the schedule, budget, communication and coordination goals are met. Specifically, the role and responsibility of SmithGroupJJR will be as follows: • Overall project coordination and design leadership. • Urban design, including park elements, surface and streetscape design, promenades and program spaces. • Waterfront engineering, including technical design and engineering of promenades, portages, wails, overlooks, etc, • Landscape architecture, including special surfaces, plazas, plantings, irrigation design, furnishings, light fixture selection, screening and image areas. • Site engineering, including stormwatier management, green infrastructure and sustainabiIity elements, circulation and access/egress control, • Special lighting design, including landscape and image lighting. We will work with the River Lights Designer to, ensure proper placement and calibration of the River Lights installation. SmithGroupJJR will lead the design and engineer/document the following: • Riverfront Promenade • East Bank Promenade • Riverfront Trail Connection between Seitz and Howard' Park • Seitz Park Proper —except as modified and required of EPOCH and DLZ • Colfax Avenue Crossing — engineering by DLZ, streetscape improvements in concert with IRiverfront Promenade Plaza development • East Race Crossing Design — explore best option between upgrading existing crossing at dam or a new prefabricated bridge • AM General property reconstruction • Colfax Trail/Bridge connection between Seitz and West Bank Trail. EPOCH Architects Role and Responsibilities EPOCH will serve as the Architect of Record for the park buildings. They will provide design and documentation services for all building related architecture, including interior design, mechanical engineering including internal HVAC, equipment and all mechanical facilities to meet the needs of the building and utilities, interior lighting and electrical engineering including instrumentation, controls, security, specialty and security/task lighting, telecommunications, fiber optics, data, internet,, cable and all other needs to serve the building (inside and outside) and its function. Also included is, alll structural engineering for building superstructure and foundations, including coordination with the Notre Dame, Team to ensure building structural: requirements are met in both flume and site areas within the building footprint. Coordination with Notre Dame for any penetrations or other specialty elements to meet the needs of the building is also included. City of South Bend, Indiana Seitz Park Redevelopment Final Design and Implementation SmithGroupJJR South Bend, Indiana LETTER FORM PROPOSAL -3- Revised 11130117, 1110912017, 10116/2017 SMITHGROUPJJR Services will include all phases of the projectincluding programming, design, concept development, schematic design, di ndevolopmen&.00nstructiondooumonts,biddiHgawdoonetrucUoNadministratiom Construction cost estimates for the building and related systems and facilities will also be apart ofthe architect's scope ofservices. Design reviews, both internal to the architect, as well as quality reviews and compatibility checks will also be required at each phase of the project, as timed within the overall project schedule, In addition to the above, other EPOCH responsibilities include: m Program development and validation and the development of the building footprint. • Design — collaboratively with G0ithG[04pJJRand the CITY, for the building and the performance stage structure eSapplicable. • The preparation of a building architecture, interior design, mechanical, electrical, plumbing (MEP), security, communications and structural basis of design. w Documentation of sustainability goals for the buildings and the integration, of these goals in to the architectural elements ofthe park. • Weekly project b380meobngn,moatofwhichw|||beviaVVobEX. When coordination meetings with the City or other stakeholders are required they will be in place of weekly team meetings. w Documentation of meetings and discussions related to all building related elements of the project. • Coordination with geotechnical engineering associated with the foundations and related issues of the building specific to the design, management and control of both design load support and differential settlement controi due to the differing conditions within the b0ding footprint. The intent is that EPOCH is an integral part ofmcollaborative team. This strategy will ensure the design and implementation cdbuildings and facilities meet the goals q@the CITY and its park, and that the technical needs and basis oddesign requirements are established toensure along -life fac0|h/. EPOCH will develop mdetailed Scope ofServices for the entire project emdmfme&zrSchgrmck|oDeeignnm|yandm range offees for services beyond Schematic Design. AbonmmrchmRole and RosnonsibU0os Abonmarche will serve aSthe project surveyor, providing topographic, plsnimetrioand boundary survey requirements, The main, responsibility will be to provide a detailed and complete survey of the project area boform the basis ofthe design and implementation cfthe project, Ahonmowohehas served mnthe project murweyoronbeHa|f of the City of South Bend and will continue in this role as a part of the implementation team. DLZ will serve as the project Geotechnical.Traff icond Civil Engineer, As an integral member of the team, DLZ will work with SmdhGmupJJRtoensure the coordination of projects between the S0ithGmupJJRTeam, Notre Dame and its consultants, and the Wharf Partners development team, DLZwill also work with SmithGroupJJR&oensure proper coordination and timing are achieved for all state and local permitting and approvals. Specifically, DLZwiU lead the engineering efforts for all underground uNNhes, including routing, capacity assessment, / park and building demands and engineering documentation for underground storm, water, sanitary, electrical, telecommunications, fiber optics, data and cable television, and natural gas. The proper distribution of all existing underground and overhead utilities will also be the responsibility of DLZ, including the coordination with Notre Dame City ofSouth Bend. Indiana Seitz Park Redevelopment Final Design and Implementation 8mKhGnVUpJJR South Bend, Indiana SMiTHGAOUPll'+ and its team to ensure all existing utilities are rerouted, abandoned or preserved to meet the needs of the park reconstruction. Also included is the necessary coordination with the Architect to ensure proper routing, servicing, and design of all utilities required to serve the buildings and facilities. These efforts include the performance/stage area, site lighting and lighting/electrical needs for other site amenities, the electrical/telecommunication/d',ata engineering and distribution to serve, the park, and other electrical needs of the park based on the approved design, DLZ will also coordinate the needs of any penetrations and special needs of the Notre Dame hydro facilities to meet the needs of the park and facilities. DLZ will also provide traffic engineering and construction documentation associated with all work along Colfax Ave. between MILK and Sycamore. For the schematic design phase, this will include identifying technical issues associated with the proposed work and any additional studies necessary to obtain approvals through, jurisdictional agencies associated with the bridge and Right -of -Way to accommodate a wider bike/pedestrian path, lane width reductions and crossings to accommodate trail connections. For phases of work beyond the SD Phase, documentation will be provided for the planned crossings at MLK and Sycamore to achieve connection to Seitz Park, Services will include all phases of the project including, concept development, schematic design, design development, construction documents, bidding and construction ad�ministrationi. Construction cost estimates for the civil engineering and related systems and facilities will also be a part of DLZ's scope of services. Design reviews, both internal to DLZ, as well as quality reviews and compatibility checks will also be required at each phase of the project, as timed within the overall project schedule. In addition, to the above, other DLZ responsibilities include: • The preparation of a site engineering basis of design (based on above responsibilities), • Integration of the site sustainability goals into the civil engineering elements of the park. • Weekly project team meetings, typically via WebEx. If other project related meetings are required, such as owner and coordination meetings with Wharf Partners and Notre Dame these will take place in place of the weekly meeting. • Documentation of meetings/discussions related to alll civil engineering elements of the project. • Coordination with Architect to ensure building services are met, • Coordination with all utility providers. • SmithGroupJJR will establish the stormwater management approach — DLZ will be responsible for all drainage including storm sewers, catch basins, quality control devices and all other storm drainage related appurtenances,. Grading coordination will also be required. • Traffic engineering required for access/egress requirements of the park, including geometry, configuration, and control of Ginitz Avenue, from Colfax Avenue to the park proper (and serving the other existing and proposed developments). • Traffic engineering and documentation required for the proposed pedestrian crossings at Sycamore and MILK DLZ will develop a detailed Scope of Services for the entire project and a fee for Schematic Design only and submit to SmithGroupJJR for review and discussion. A fee range for services beyond Schematic Design will be provided as well. Detailed site investigations, such as geoteclhnical investigations and bridge analysis, should be excluded from the initial Schematic Design fee. City of South Bend, Indiana Seitz Park Redevelopment Final Design and Implementation SmithGroupJJR South Bend, Indiana LETTER FORM PROPOSAL - 6 " Revised 11130117, 1110912017, 10/16/2017 SMIT11GROUNJR The following Scope of Services outlines the steps necessary to successfully implement Seitz Park. f i r,Jk 'i, 1 I � i i k,,fl ",1 � id (-, dm i A,,,,ic-,,&'I • Survey — Boundary and Topographic — supplement Notre Dame and Abonmarche surveys as needed — this work will be done, by Abonmarche and is a supplement to the work previously prepared by Abonmarche on behalf of the CITY, • Utility and Infrastructure Preliminary Engineering — gather data for all underground and overhead utilities, determine the impact of the park reconstruction and develop a schematic utility improvement and modification plan based on the proposed design and the coordination with Notre Dame. This plan will be used for the basis of developing project cost estimates, • GeotechnicM Review — we have not included scope and fees associated with, geotechnical and soils explorations. A review of previous work, provided by Wharf Partners and Notre Dame will be used to establish the basis of costing pavement sections, utility construction, earthwork and foundations. • Site Review and Exploration — document literature search, visual inspection of river edge conditions, • Stormwater management — develop a strategy for managing the stormwater along the riverfront and within the park, Survey services will be provided by our team's local partner and will include the landside topographic survey needed to understand the relationship between the land and the river required to design and engineer any elements of the park, This work is to supplement the work previously performed for the CITY, and will be supplemented with information from Wharf Partners and Notre Dame including bathymetry of the river. Geotechnical engineering will be provided by DLZ and will include review of previous soil borings necessary to engineer the building and canopy structure foundations as well as the sampling that maybe required to explore the existing river edge conditions in order to inform the project design and construction costs estimate. Coastal assessment is limited to the conditions of the river edge, and the water fluctuations and ice assessment necessary to ensure proper design and engineering of the riverfront, including the establishment of the required elevation of the Riverfront Promenade. We have not included any detailed desktop or physical modelling or technical coastal engineering studies, nor have we included any analysis to determine floodway and flood plain. The floodway and flood plain will be based on available FEIVIA and or other data. A brief review of the existing river edge conditions will be performed from land to determine any issues that may impact the design of the Seitz Park. We will also perform a literature search and research to uncover any documents that detail the engineering and design of the existing river edge. These services will be performed at the earliest stage of the project to inform the design and documentation of Seitz Park. kid" ), Pkirinhnq and • Design Work Sessions — explore design details with the CITY, • Programming — building program and use and site space planning needs determination. • Stakeholder Meetings — meetings with adjacent condominium owners and property owners, CITY committees and leadership. City of South, Bend, Indiana Seitz Park Redevelopment Final Design and Implementation SmithGroupJJR South Bend, Indiana LETTER FORM:, PROPOSAL -6- Revised 11130117, 1110912017, 10/16/2017 SMITHGROUP!yi • Design Description — description of Seitz Park details and materials, as well as technical options. • Basis, of Design Documentation. • Schematic Design — building and site. SmithGroup,JJR will conduct two design work sessions and two stakeholder presentations. The two work sessions, will be with the CITY, initially to focus on goals, geometry and connectivity and the second to focus on materials, The two presentations will be updates to the project — the first with the CITY leadership and the second with the CITY, stakeholders and adjacent land owners and property users. We will develop a Basis of Design document outlining the design and engineering parameters, for Seitz Park, and a Design Narrative Description, that will describe the design of the reconstructed Seitz Park. The site will be fixed as to materials and geometry, and grading studies and concept level utility routings will be established to ensure coordination within the plan and the work being performed by Notre Dame, Rendered site plans, site sections, building and site images will be provided to communicate the design of the park and facilities. A schematic Opinion of Probable Construction Costs will be developed based on the approved Schematic Design, and will form the basis of the subsequent phases of the project design, engineering, bidding and constructiion. I a:l s k �: �Doomnentadoil • Preliminary Engineering — Design Development, Opinion of Probable Construction Costs, Materials • Permitting — Joint Permit Application, USACE/IDEM (if required), State and Local Permitting • Final Engineering — Bidding Documents, Final Opinion of Probable Construction Costs, Technical Specifications • Construction Documents — Filinai Documents, Permit Coordination Preliminary Engineering will include the technical details of the design based on the outcome of the coastal and, geotechnical assessments. Throughout the Documentation task, we have anticipated weekly meetings to maintain the project schedule, ensure consistent communication and allow for planning of the project progress in real-time. Meetings with the CITY, City departments, state and federal agencies as well, as Mandl owners are anticipated. Some meetings may be via virtual conference if face-to-face is not necessary, Glanerailly, preliminary engineering documents will include: • Existing Conditions Plan — Survey • Site Preparations • Preliminary Layout Plans • Preliminary Materials Plain • Stormwater Management Approach • Preliminary Lighting Plan — Photometrics • Preliminary Building Footprint/Floor Plans and Elevations • Preliminary Performance Stage and Canopy Plan and DetaHs/Elevations • Material Descriptions, Catalog Cuts 0, Preliminary Opinion of Probable Construction Costs The preliminary engineering will be packaged as a deliverable for revilew and approval by the CITY and will also be the basis of the permitting process with state, federal and local agencies. City of South Bend, Indiana Seitz Park Redevelopment Final Design and Implementation SmithGroupJJR South Bend, Indiana LETTER FORM PROPOSAL - 7 - Revised 11130117, 1110912017, 10/16/2017 SMITHROURUR Permitting wN|include the following tasks: m Pre -Application Meeting —onsite with |DEMand USACEhzstart the Joint Permit Application Process, w Pre -Submittal Meeting — with, the local City of South Bend departments including Planning, Traffic, City Engineering, public and! municipal utility providers 0oinform the city Ofthe project, dieruso1hpp|an approval process and start the approval process. • Joint Permit Application including all supporting documents — the CITY will have a role in this effort, |OcUUftgPurpose and Need, Letters cfSupport and signatures, fees and other supporting documents, SmithGroupJJR will provide all documents and detaiIs, including required, quantities and calculations, photos, etc, tVdevelop ocomplete application. • Indiana Department mfNatural Resources permitting eorequired for the project. w Coordination and Review Meetings — with state, federal and local agencies and departments asneeded. Final Engineering will include the development of bid ready documents, and Construction Documents will include the incorporation of changes made necessary through the prioimg, review and op9mwo| process, Bid Documents will be distributed by the CITY to bidders once a deposit is received to cover the cost of printing and deiivery. If agreed to, an electronic PDF bid -set can be distributed to bidders; no CADD documents will be delivered to bidders, The intent is to use the CITY Standard bid specifications and provisions using electronic documents coordinated through ARC. It is anticipated that SmithGroupJJ,R will use the CITY Standard Bid Forms and General Conditions as the starting point for the bid documents, and will assist the CITY inmodifications hothese documents h3establish clear, consistent and relevant bid forms and general conditions. SmithGmupJJRwill assist with the packaging ofthe Nd harmo, terms and conditions and nomaoomry pricing fomms/dVoumentawi(h the bidding documents including drawings and technical specifications. The CITY will issue, manage and control:, the distribution of Bid Documents including any addenda and clarifications necessary through the pricing phase, S0NhGmupJJRwill attend the C|TY'spre-bid meeting, and will develop and distribute clarifications XoBid Documents that may berequired gs aresult ofthe bidding process, Smi0hGnoupJJRwill also attend the QTY's pre -construction meeting with the potential bidders, ifrequested. We will develop documents using SmithGroupJJR and/or CITY standards and format. Construction Documents will be distributed by the CITY procurement officer to the Contractor once the CITY has an Agreement in place with the selected Contractor. The following documents are anticipated as deliverables for the Bidding and Construction Documents: w Existing Conditions Plan — Land and Bathymetry � Site Preparations and Removal fqems � Soil Erosion and Sedimentation Control Plans and Details � Construction Security, Fencing, Access and Lavdmwn Control Plan * ComntrmHionLmyomtP|ans—Site w Construction Layout Plan — Building and Performance Stage/Canopy m Building F|ourp|anoand Detailed Elevations and Sections w Performance Stage and Canopy Footprints, Elevations, Sections and Details City ofSouth Bend, Indiana Seitz Park RedevelopmentFinal Design and Implementation Smith South Bend, Indiana LETTER FORM PROPOSAL -8- Revised ///3017, 1110912817, 10M6/2017 SMiTHGROUP!l1 • Materials Plans and Details of ail Site Elements • Grading and Stormwater Control Plan • Lighting and Electrical Plans • Fencing, Railing and Security Gate Plans and Detail's • Landsidle Improvements, and Restoration Plans • Construction Details • Technical Specifications • Final Opinion of Probable Construction Costs • Meeting Minutes will be developed and provided by SmithGroupJSR for all meetings attended by SmithGroupJJR except OAC and construction meetings (these minutes will be by the Contractor). • Construction Meetings and Site Observations • Submittals andl RFIs • Closeout and Record Drawings During construction, we anticipate weekly OAC meetings and will also conduct site visits during construction to ensure the work is proceeding in accordance with the Construction Documents, SmithGroupJJR wil:l not conduct certifications, quantity checks, or calculations and will not dictate means and methods of construction. We have anticipated a seven month construction period. A Field Observation Report will be provided for all field visits by SmithGroupJJR. SmithGroupJJR will also review all submittals required by the Construction Documents; we have assumed only two cycles for each approval of submittals. We will respond to all RFls, and will coordinate with the Contractor as required to ensure proper tracking of RFls and the required responses. We will not respond to field questions or requests that are not through the project RFI process,. We have also assumed there will be no Owner directed changes to the project during construction. When the project is substantially complete, SmithGroupJJR will conduct a Punch List Site Review, to review the work and ensure the construction has been completed to the quality expectations and detail as defined by the Construction Documents. A punch list of corrective action or required work to complete the project will be developed and distributed to the CITY and Contractor, Once the Contractor has, notified SmithGroupJJR and the CITY that the work has been completed, a final site review will be conducted to ensure the project has been completed to the requirements of the Construction Documents, After this final site review, the CITY and' Contractor will be notified' of the results of the review in writing, As -Built Drawings will be required of the Contractor, and will be turned over to SmithGroupJJR at the completion of the project. SmithGroupJJR will incorporate any changes noted on the as -built drawings and will be incorporated in to a Record File, which will be turned over to the CITY at the project closeout meeting. l(ask 5. ffix�t,qxln(�y • Ensure Warrantees In Place • Post Occupancy Review • Maintenance Schedule City of South Bend, Indiana Seitz Park Redevelopment Final Design and Implementation SmithGroupJJR South Bend, Indiana LETTER FORM PROPOSAL -9- Revised 11130117, 1110912017, 10/16/2017 SMINGROUFA Once the project has been completed,80ithGroupJJRwill provide osummary of warrantees to the CITY for its use inmanaging the warrantee items mfSeitz Park. This document will include any warrantee items associated with any materials and equipment either provided by the supplier and/or manufacturer, and those required of the Contractor through the Construction DoCumentu. VVohave included apost-occupancy review ofSeitz Park prior to the expiration nfthe warrantee period associated with the workmanship as defined in the Construction Documents. The intent of this site review is to walk the coDnp|o|od project and identify any deficiencies of the COno|mo1ed project that need vomoo§on prior to the warrantee period expiration. Asummary ofdeficiencies will bedeveloped and distributed tothe CITY and Contractor, and G0i(hG[oWpJJR will work with the Contractor torectify deficiencies under warrantee. A maintenance schedule will also be prepared and provided to the CITY for its use in planning for future inspections and maintenance oarequired toensure the proper performance ofSeitz Park. An electronic and hard copy of the Maintenance Manual will be provided to the CITY when complete. ASSUMPTIONS Sm,ithGroupJJR has assumed the following in establishing our scope and fee� • The CITY will provide all requirements stipulated lnagreements with land owners, condominium owners, facility operators, municimaliti000ragencies, w The CITY will secure access hzthe land and water portions ofthe project area to allow assessments, studies, surveys, testing and construction. w The Contractor will be able to perform work as needed from land and within the park proper and the required agreements will be in place between the CITY and owners/operators prior to the start of this project, • TestingagentsGndqua|Uvoonknu|agentsmi||boneqwireddU[imgcnnotruuWon.andtheC|TYwi||hirethosm agents directly and will include SmithGroupJJR on the distribution of all communications, test results, inspection reports, and other documents prepared bythese agents. • The, CITY will coordinate with, and secure permissions and agreements with adjacent property owners 0o allow access during design and engineering as well as during construction for access/egress and to construct Seitz Park, • SmithGroupJJR has not included within its scope and fee any services associated with Environmental AsaessnmuOts, Base Line Environmental Assessments o[Phase | Environmental Assessments, K is assumed these services will be by either the Land Owner or the CITY by a separate consultant, USE OFANY SPECIALIZED EQUIPMENT SmithGroupJJR may, on occasion, use laser scanning equipment for data gathering purposes. Use nfsuch equipment isfor the limited purpose ofassisting 8m1thGmupJJR|n processes associated with the delivery ofits services and |onot asurvey n[inspection ofexisting conditions. |nthe event 5mith6umpJJAis requested Nprepare digital data for transmission Wothe Owner's consultants, contractors or other Owner authorized recipients ("Digital Data"), the Owner acknowledges that due to the limitations of the digital data software, not all elements of SmithGroupJJR's services may be represented in the Digital Data, this being inthe sole discretion nV8mi\hGPomoJJR. Accordingly, although 8mithG[nUpJJR will endeavor 8nrepresent all City of South Bend, Indiana Seitz Park Redevelopment Final Design and Implementation SmithGroupJJR South Bend, Indiana LETTER FORM PROPOSAL - 10 - Revised 11130117,11109/2017,1000/2017 SMfTHGROUP IPi? material elements of SmithGroupJJR's services in the Digital Data, any use shall not relieve the Owner's consultants, contractors, or other Owner authorized recipients or their respective obligations. The Owner agrees that it will include this provision in any agreements with its consultants, contractors, or other Owner authorized recipients, in which Digital Data is provided. OWNER RESPONSIBILITIES The CITY will be responsible for the following; Securing property access and use for the project, I Paying all permit fees associated with any municipal and agency reviews, applications, permits and agreements. Collecting bids, developing and executing Owner -Contractor Agreements, setting terms and conditions of Agreements, establishing bonding and insurance requirements and maintaining the project bidder and tracking logs for the project. - • Providing meeting space, work session spaces and refreshments, distributing notices for work sessions, public and stakeholder meetings and any advertising for meetings, bidding and award. Managing and controlling communications between Notre Dame, adjacent land owners, state and federal agencies. Securing permission from adjacent land owners for any access during the design and engineering period, as well as any access, staging and marshalling required by the Contractor on, adjacent lands during construction. SrmthGroupJJR proposes the services under this agreement to commence within two weeks, upon notice to proceed from the CITY (please refer to attached Project Schedule), with completion of the Project by April 2020. Sm4hGroupJJR work with the CITY to ensure coordination with Notre Dame and all adjacent land owners and users, Re] NTIA In W SmithGroupJJR anticipates using the following consultant(s) for this project and the costs will be borne by SmithGroupJJR and are included in SmithGroupJJR projected fee and the costs will be reimbursed by the CITY as a Reimbursable Expenses, • DILZ — Utility engineering, SESC plans and state and local permitting, as well as Soils and Geotechnical Engineering. • EPOCH — building architecture, building structural engineering, interior design and building engineering including MEP, security and communications. • Abonmarche — Survey (topographic and bathymetric), The City of South Bend shall compensate SmithGroupJJR for the Scope of Services outlined above a fixed lump sum fee as outlined in the fee summary below. The initial effort will be for Tasks 1 and 2; we have provided a fixed fee for these services below, Once the project is clearly defined, fees for the remaining tasks can be established and approved as modifications to the base agreement, City of South Bend, Indiana Seitz Park Redevelopment Finial Design and Implementation SmithGroupJJR South Bend, Indiana LETTER FORM PROPOSAL - 11 - Revised 11130117, 1110912017, 1011612017 SMITHROUPIM Design and Engineering Fees Base Fee Technical Studies and Assessments .................................. .... Survey —Topographic/Boundary Geotechnica|Review and Utility Engineering Site Review Planning and Design ........ ..................................................... $Y&000 Workshops and Stakeholder Meetings Design Description and Basis ufDesign Schematic Design — Building and Site Schematic Level Opinion OfConstruction Costs Documentation ����.�����.������������.���TBD Preliminary Engineering Permitting Final Engineering and Construction Documents Implementation'~~~_~,~~----..__~~~~ ........... ......... TBD Construction Meetings and FieWWeH� RF|o.Clarifications and Submittals Reommj Drawings and Closeout Occupancy.............................................................. ~........ ~~....... TBD Warrantees and Occupancy Reviews Maintenance Manual Total Labor Fee .......................... --- ....... ---- .................... $184,20W Ram 1.Wehave not included permitting, agency review and/or approval review fees and costs in our professional service fee. Z Testing and inspection services will berequired' during construction; these services and the associated fees are not included and will bompart oYthe construction budget and phase. \1|sexpected that these services will heprovided directly 0oand paid for bythe CITY during construction, 3. We have not included any costs for stabilization, repairs, modifications, or improvements to the existing river edge inciudiing sheeting, or revetment associated with the river edge protection. VVohave included o cursory review of the condition, of the river edge bulkhead; however, this assessment is not detaiied and does not include test pits, below water inspection orstructural testing. |(Wiwdetermined, once Notre Dame work has commenced, that 3dd|t|oOai inspections including test pits and dive inspections, these services can boadded hothe contract anonadditional service scope and fee. City ofSouth Bend, Indiana Seitz Park RedevelopmentFinal Design and Implementation @mithGmuoJJR South Bend, Indiana LETTER FORM PROPOSAL -12- Revised f113X0117,Y1108120Y7,1ON6/Z 17 SMITHROWUR REIMBURSABLE EXPENSES A budget has been included in the fee indicated above, the following cash costs shall be reimbursable: 1. Travel expenses related to this project. Reimbursement for car mileage is the standard mileage allowance determined by the Internal Revenue Service. The current mileage rate is $.535 per mile; 2. Printing and/or reproduction of presentation materials, sketches, drawings, specifications, reports and other project related documents, either digitally or in hard copy; 3. Long distance telephone and facsimile charges, postage, express charges and other similar items; 4. Models, renderings, photography and other special presentation material for other than the Architect's own use; 5. Delivery charges; and 6. Employment of, with CITY's prior approval, special consultants other than those listed in this proposal. ADDITIONAL SERVICES Requests for additional services or staff will be documented by SmithGroupJJR (if given verbally), and the work will commence upon CITY approval of an estimated fee for that effort or, if not agreed otherwise, CITY shall reimburse SmithGroupJJR on an hourly basis of SmithGroupJJR's project staff actively engaged for all man hours worked on the project. PAYMENTS Refer to Professional Services Agreement, Article 4 — Invoices and Payments. Invoices will be prepared monthly on the basis of percentage of completion. DELIVERY OF CADD GRAPHIC FILES (SE). Section 6.03, pg. 5 of PSA Refer to Professional Services Agreement, Article 6 — General Conditions, Section 6,03 Use of Documents, LIMITATION OF LIABILITY NOTWITHSTANDING ANYTHING TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY LAW, CITY OF SOUTH BEND AGREES THAT THE TOTAL LIABILITY OF SMITHGROUPJJIR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT, NEGLIGENCE, BREACH OR OTHERWISE, SHALL NOT EXCEED AND SHALL BE LIMITED TO THE TOTAL COMPENSATION RECEIVED BY SMITHGROUPJJR UNDER THIS AGREEMENT, SmithGroupJJR will use reasonable professional efforts and judgment in responding in the design to applicable federal, state and local laws, rules, codes, ordinances and regulations, City of South Bend acknowledges that certain state and local laws, rules, codes, ordinances and regulations may reference standards that are outdated and/or contrary with today''s industry requirements. SmithGroupJJR cannot and does not warrant or guarantee that the City of South Bend, Indiana Seitz Park Redevelopment Final Design and Implementation SmithGroupJJR South Bend, Indiana LETTER FORM PROPOSAL -13 - Revised 11130117, 1110912017, 10/16/2017 SMITAGROUPW Project will comply with all such outdated and/or contrary federal, state and local laws, rules, codes, ordinances and regulations. Notwithstanding anything to the contrary, nothing contained herein shall be construed: i) to constitute a guarantee, warranty or assurance, either express or implied, that the SmithGroupJ!JR's Services will, yield or accomplish a perfect outcome for this Project; or ii) to obligate the SmithGroupJ'JR to exercise professional skill or judgment greater that the standard of care exercised by other similarly situated design professionals currently practicing in the same locale as this Project, under the same requirements of this Agreement; or iiii) as an assumption by the SmithGroupJJR of liability of any other party. SmithGroupJJR will use reasonable professional efforts and judgment to interpret applicable ADA requirements and other federal, state and local laws, rules, codes, ordinances and regulations as applicable to this Project, City of South Bend acknowledges that requirements of ADA, as well as other federal, state and local laws, rules, codes, ordinances and regulations, will be subject to various and possibly contradictory interpretations. SmithGroupJJR cannot and does not warrant or guarantee that the Project will, comply with all interpretations of the ADA requirements and/or the requirements of other federal, state and local laws, rules, codes, ordinances and regulations. City of South Bend, Indiana Seitz Park Redevelopment Final Design and Implementation SmithGroupJJR South Bend, Indiana LETTER FORM PROPOSAL -14- Revised 11130117, 1110912017, 10/16/2017 SMVTHGROUPIISS: This document will serve as an agreement between us, and you may indicate your acceptance by signing in the space provided below and returning one (1) signed copy for our files. 0), SmithGroupJJR (Signature) City of South Bend, Indiana (Sighaiwi$ 0i PI'Vic Workw ZU1 12 1- 4DEC Patrick M, Doher,--.PE -Senior Vice President t, " - '4 (-/ (Printed name and title) (Printed name and title) November 9, 2017 Date Date Aftachiment'A'— Standard Fee and Reimbursement Schedule Attachment'B'— Project Schedule Attachmenit'C'— Project Limits City of South Bend, Indiana Seitz Park Redevelopment Final Design and Implementation SmiithGroupJJR South Bend, Indiana LETTER FORM PROPOSAL -16- Revised 11130117, 1110912017, 10/16/2017 JJ R Attachment A Standard Fee and Reimbursement Schedule Ann Arbor, Michigan February 27, 2017 PROFESWNAL AND TECHNICAL STAFF Principal/ Level 5 $225.00/hour Principal/ Level 4 $215.00/hour Principal/ Level 3 $195,00/hour Principal/ Level 2 $185,001hour Principal/ Level 1 $175,00/hour Professional, Staff/ Level 11 $175,00/hour Professional Staff/ Level 10 $165.00/hour Professional Staff/ Level 9 $150,00/hour Professional Staff/ Level 8 $140.00/hour Professional Staff/ Level 7 $130.00/hour Professional Staff/ Level 6 $115.00/hour Professional Staff/ Level 5 $105.00/hour Professional Staff/ Level 4 $95,00/hour Professional Staff/ Level 3 $90,00/hour Professional Staff/ Level 2 $85.00/hour Professional Staff/ Level 1 $80,00/hour Technical Staff/ Level 2 $90.00/hour Technical Staff/ Level 1 $70.00/hour These billing rates are, subject to semi-annual review and revision, A surcharge of fifty percent (50%) will be added to hourly rates for expert witness testimony and/or for participation at hearings, depositions, etc, REIMBURSABLE EXPENSES Mileage $.535/mife Travel and Subsistence Cost FeclEx, Postage, etc. Cost Copies (8-1/2" x 11'") $0.1 O/copy Color Copies (8-1/2" x 11 Cost + 10% Color Copies (11 " x 17") Cost + 10% Plotting Cost + 10% Reproduction and Printing Cost + 10% Materials Cost + 10% Equipment Rental Cost Subcontract Services Cost + 10% INVOICES Progress invoices shall be issued monthly and payment is due upon receipt. Balances remaining unpaid after thirty (30) days are subject to a monthly finance charge of 1% (12% annually) until paid. ,ME Coe,) VdV HVW 034 NVI ma E AON im L° ICI MS gnv AIM AVW E E 'ddV El'SVW ON NVf 03a AON DO 143S E gnv Ainr 3Nnr NO iz—r 4; u 5; NVf E Na E 2 0 a Do 2 m E E 0 16 s t u t 2 M 0 E 0 E L z u u 93 E Attachment C Project Limits BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 12,/5/2017 Department Name Sue Ellen Doudrick Division/Bureau Public Works Engineering BPW Date 12/12/2017 Phone. Extension 5922 Required Prior to -Libmittal to Board Legal El Attorney Name: Clara McDaniels Controller El Controller review is required for all Contracts $5,000,00 or more and greater than one year in length per the City Purchasing Policy Purchasing El Agreement Amendment Professional Services ❑ Bid Opening Quote Opening F1 Change Order No. Ease/Encroach. ❑ Other: General Release Company or Vendor Name LJ Contract F-11 Resolution El Bid Award El Quote Award El C/O & PCA No F1 Traffic Control-, New Vendor MBENVBE Contractor MBE/WBE Contractor Requested Project Name Project Number Funding Source Account No. Amount Terms of Contract Purpose/Description Amount of SmithGroupJJR, Inc. arSTOTIM, [] Req. to Advertise SIM E]Title Sheet 0 Yes El No El If Yes, Approved by Purchasing [:] MBE F-1 WBE [I No Ell Yes Name of Compan Seitz Park Reconstruction 11 7-093 Park Bond & TIF Bond $186,400 (50% from Park Bond, 50% from TIF Bond) Schematic design for Seitz Park, Colfax Ave, pedestrian crossing, East Race Pedestrian Crossing, East Bank trail, Seitz and Howard Park connection, Seitz and West Bank Trail Connection L] Required contractor's Certification Forms Attached (Non - Collusion, N on-Discril rn i nation, Non -Debarment, E-Verify, Iran, etc.) Increase $ Decrease $ Previous Amount $ Current Percent of Change: % New Amount $ Total Percent of Change:/ Copy Original F-1 F-1 F-1 M El 1-1 BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM