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HomeMy WebLinkAboutProfessional Services Agreement - Cardno, Inc. - Services for St Joe Riverbank Stabilization at Riverside and Joyce13 16 (.',0UN'ry-Ci'i'y BuILDING 227 W. JEFFERSON BOULEVARD Soum BEND. INDIANA 46601-1830 CITY OF SOUTH BEND PETE BuTTiGIEG, MAYOiR BOARD OF PUBLIC-Vf"M-S-- June 12, 2018 John Richardson Cardno, Inc. 708 Roosevelt Road Walkerton, IN 46574 RE: Professional Services Agreement Dear Mr. Richardson: PHOW 574/ 235-9251 FAX 574/ 235-9171 The Board of Public Works, at its meeting held on June 12, 2018, approved the above referenced agreement regarding engineering and permitting services for the St. Joseph Riverbank Stabilization at Riverside and Joyce in the amount of $28,000. 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, Linda M. Martin, Clerk Enclosure c: Jacob Klosinski, Utilities Kara Boyles, Engineering Ron O'Connor, Finance G)ARY A. Giwi' SUZANNA M. FRITZBERo ELIZABETH A. MARADIK JAMEs A. MUELLER 'rifEREM J, DORAIJ St. Joseph River Bank Stabilization - Joyce Drive at Riverside Drive Cardno Project Number J185208700 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 A C of America �. THEILC;Of:IARDG€NEPM4XINTR4CTORSOr, MI R CA # ti.Nmcros CULwcm of Uoatntmxa CCOmmmis CluwlIty Peaple. Clwxty Pffal*ds ASCE American Society AM National Society of Professional Engineers a,f Civil nglneers Prolessional 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 Practice Div 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 EJCBC. 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 fawner -Engineer Agreement, EJCDC E-001, 2009 Edition. Copyright 0 2008 National. Society of Professional Engineers 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882 NVWW..IISjj- c tg, American Council of engineering Companies 1015 15th Street N.W., Washington, DC 20005 (202)347-7474 American Society of Civil Engineers 1801 Alexander Bell Drive, Reston, VA 20191-4400 (800)548-2723 Associated General Contractors of America 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308 (703) 548-3118 The copyright for this EJCDC document is owned jointly by the four EJCDC sponsoring organizations and held in trust for their benefit by NSPE. E.JCDC E-500 Standard Furth of Agreement Between owner and Engineer for Professional services. Copyright 0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. TABLE OF CONTENTS Page ARTICLE I — SERVICES OF ENGINEER..................................................................................................... 1 1.01 Scope............................................................................................................................................. I 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 ARTICLE 5 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............................................................................................ 4 6.01 Standards of Performance............................................................................................................. 4 6.02 Design Without Construction Phase Services.............................................................................. 5 6.03 Use of Documents......................................................................................................................... 5 6.04 Insurance................................................................................................................................... 7 6.05 Suspension and Termination........................................................................................................ 8 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.......................................................................................... 11 6.11 Miscellaneous Provisions........................................................................................................... 11 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 EJCD C man ENGINEERS JOINT CONTRACT DOCUMENTS COMMITTEE AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES THIS IS AN AGREEMENT effective as of June 12 , 2018 ("Effective Date") between Board of Public Works, City of South Bend, Indiana ("Owner") and Cardno, Inc. ("Engineer"). Owner's Project, of which Engineer's services under this Agreement are a part, is generally identified as follows: St. Joseph River Bank Stabilization - Joyce Drive at Riverside Drive. Cardno Project Number J185208700 ("Project")._ Engineer's services under this Agreement are generally identified as follows: See Exhibit C Professional Services Agreement and appendices for details. 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. Page I EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 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, 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 Society 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 Iron -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 filrnished 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. Page 3 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright (D 2008 National Society of Pro€essional Engineers for EJCDC. All rights reserved. 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 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 6.0 LA, 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 to Engineer in writing any and all policies and procedures of Owner applicable to Engineer's performance of services under this Agreement. 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. 3. 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 Page 4 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright c0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 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 failure of a contractor to comply with Laws and Regulations applicable to such contractor's furnishing and performing of its work. 1. 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. J. 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 Page 5 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright 0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. the prior written authorization of the Engineer. All r,a,uments are :nstrutHORIS Of See ieO in PFE�eet is , 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 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. 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. 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. I. 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- sl,a 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 Efigifieer4s interests in the Project. Owner shall FequiFe Get#faetef to eause Engineer- and its Consultants to be listed as additional insureds with respect to sueh liability and other insur-anee pufehased and maintained by Contmeter- for- the Pfojeet7 D. ova Engineer shall eaeh-deliver to the Owner ether 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. Engineer's and its Consultants' inteFests are eeveFed and tha4 in the event ef paymeR� of any less or damage the insuFer-s will have ne r-ighis of feeevevy against Engineer- or- its Consultants, er any Feds, addition -al insur—Av, or- less payees thereunden 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 that renewal will not be refused, until at least 30 days prior written notice has been given to Owner and Engineef 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 - Pagc 7 EJCDC E-500 Agreement Between owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 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: 1. By Owner: Owner may suspend the Project for up to 90 days upon seven days written notice to Engineer. 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: 1) 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. Page 8 EJCDC E-500 Agreement SeWeen owner and Engineer for Professional Services Copyright 0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. C. Effective Date of Termination: The terminating party under Paragraph 6.053 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: 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 Law 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: 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. Page 9 EJCDC E-500 Agreement Between owner and Engineer for Professional Services Copyright 0 2008 National Society of Professional Engineers for FJCDC. All rights reserved. 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. 6.08 Dispute Resolution B. , 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 Page 10 EJCDC E-500 Agreement Between Owner and Engineer for Professional Set ices Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 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, 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 I, "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 I, 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 parry'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 patty 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 parry'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 Pagel r EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EdCDC. All rights reserved. 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 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 party'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 Page 12 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright 0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 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 ct seq. ("CERCLA"); (b) the Hazardous Materials Transportation Act, 49 U.S.C. §§1801 ct 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.; (c) the Clean Water Act, 33 U.S.C. §§1251 et seq.; (I) 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. 8. 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. Page 13 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright 0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. ulations; Laws or Regulations —Any and all applicable laws, rules, 16. Laws and Reg 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. 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. Page 14 EdCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 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 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. D. E-*hibit 1), Duties, Respeasibilities and Limitations of Authority of Resident Prejeet. DELETED E. Exhibit E, Notice of Acceptability of Work. R. Exhibit >~, G nstmetio, Cost Limit. NOT INCLUDED Page 15 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 national Society of Professional Engineers for EJCDC. All rights reserved. G. Exhibit G, Insurance. 14, Exhibit 14, Dispute Resolution., NOT INCLUDED I. Exhibit I, Limitations of Liability. J. Exhibit J, Special Provisions. K. Exhibit rr n m »�dm 4 to Owner- Engineer . A.gFeei lent NOT INCLUDED 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 Representatives: 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 Project 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: l . "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. Page 16 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the Effective Date of which is indicated on page 1. Is- I �, City of South Bend, Indiana Board of Public Works By:�) JA Title: Gary A, Gilot, President By: —L V� ' Title: Elizabeth A. Maradik, Member By: Title: Therese J. Dora i, Member By: Title: James A. Mueller, Member Engineer: Cardno, Inc, By: Title. Aohn Richardson, Principal By: Title: Suzarina M. Fritzberg, Member Attest: t kcc"", ""c Title: (70itida Martin, Clerk Date: (' / /';�- / O Date. OP77CZPAWUCAQIIXR�� ' ... .... . . ..... . . ___ __ M Engineer: Jeffery Spicer, P.E. Certificate No. PEI 1100341 State of Indiana Address for giving notices: Address for giving notices: 227 West Jefferson Boulevard 708 Roosevelt Rd. South Bend, Indiana 46601 Walkerton, IN 46574 Designated Representative (Paragraph 8,03.A) Kara M. Boyles. Ph.D., P.E, Title: City Engineer Phone Number: (574) 235-5933 Facsimile Number: (574) 235-9171 E-Mail Address: kbovlegosouthbciLdiii., Designated Representative (Paragraph 8.03.A): John Richardson Title: Sr. Consultant, Practice Lead Phone Number: 574-586-3400 Facsimile Number: 574-586-3446 E-Mail Address: - johnxichardLon rr,cardno.com Page 17 UCDC E-500 Agreement Bthvecn Owner and Engineer for Proftssional Services Copyright C 2DO8 National Societ q or Proresslonal Engineers far EJCt)C. All ri jhts 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 June 12, 2018. 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: 1. 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 ftwol alternate solutions available 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 following additional Study and Report Phase tasks or deliverables: one 7. Furnish two review copies of the Report and any other deliverables to Owner within 60 calendar days of the Effective Date and review it with Owner. Within 30 calendar days of receipt, Owner shall submit to Engineer any comments regarding the Report and any other deliverables. Pagel (Exhibit A —Engineer's Services) EJCDC E-50OAgrmnent Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Enginearsfor EJCDC. All rightsreserved. Revise the Report and any other deliverables in response to Owner's comments, as appropriate, and furnish two copies of the revised Report and any other deliverables to the Owner within 30 calendar 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.O2 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. Perform or provide the following additional Preliminary Design Phase tasks or deliverables: one 6. Furnish two review copies of the Preliminary Design Phase documents and any other deliverables to Owner within 60 calendar days of authorization to proceed with this phase, and review them with Owner. Within 30 calendar days of receipt, 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 two copies of the revised Preliminary Design Phase documents, revised opinion of probable Construction Cost, and any other deliverables within 30 calendar days 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. Page 2 (Exhi bi t A — Engi new's Servi ces) EJCDC E-50OAgreement Between Owner and Engineer for Professional Services Copyright 0 2008 National 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. AMENDEDOwner's ose in filing applieations fer- permits ffem of Vpfevals of governmental autherities having juFisdietieft to review of a"r-eve the final design of 4he Pr-pjeet; assist Owner i* to a:r-eeti es from eh authorities. [Engineer will apply for US Army Corps of Engineers 404 Permit, Indiana Department of Environmental Management 401 Certification, and Indiana Department of Natural Resources Floodway Permit on behalf of the Owner. Engineer will provide draft permit applications to Owner for review and signing before submitting to agencies. Engineer will revise the applications as directed by the Owner and make drawing revisions, if any, required to obtain the above permits from the agencies listed]. 3. Advise Owner of any adjustments to the opinion of probable Construction Cost known to Engineer, 4. Perform or provide the following additional Final Design Phase tasks or deliverables: (Deliverables will include the permits described in Task A21 S. 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. Within 30 days of receipt, Owner shall submit to Engineer any comments and, subject to the provisions of Paragraph 6.01.G, instructions for revisions. 6. Revise the bidding documents in accordance with comments and instructions from the Owner, as appropriate, and submit two final copies of the bidding documents, a revised opinion of probable Construction Cost, and any other deliverables to Owner within 30 calendar days after receipt of Owner's comments and instructions. 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 - Page 3 (Exhl bit A — Engi neer's Services) EJCDC E-500Agreement Between Owner and Engineer for Professional Services Copyright 0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 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. 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. 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 whom 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. 3. 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: one 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). A1.05 Construction Phase A. Upon successful completion of the Bidding and Negotiating Phase, and upon written authorization from Owner, Engineer shall: Pae4 (Exhibit A —Engineer's Services) EJCDC E-50OAgreement Between owner and Engineer for Professional Services Copyright ©2008 National Society of Professional Engineersfor EJCDC. All rlghtsreserved. l . 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 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. 2. Resident Project Representative (RPR): DELETED Provide theser-vieesof a unv at thee Site te assist the Engineer- and to pfevide mere extensive observation 6f GOWFReter-'S WO Duties, respensibilities, and autheri�,, of the RPR are as set feFth in E)ihibit P. Fespensibilities or authority except as expressly set fefth in gKhihit P. [If Engineer will not be providing the services of an RPR, then delete this Paragraph 2 by inserting the word "DELETED" after the paragraph title, and do not include Exhibit D.] 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. Page 5 (Exhibit A —Engineer's Services) EJCDC E-500Agreement Between owner and Engineer for Professional Services Copyright 0 2008 National Society of Professional Engineersfor EJCDC. All rightsreserved. 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 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. Page B (Exhibit A -- Engineer's Services) EJCDC E-500 Agreement Between Owner and Engineer for Professional Servioes Copyright © 2008 National Sodety of Professional Engineersfor EJCDC. All rights reserved. 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, 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 ccrtified 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 Page 7 (Exhibit A — Engineer's Servicm) EJCDC E-500Agreement Between Owner and Engineer for Professional Servioes Copyright © 2008 National Sodety of Professonal Engineersfor EJCDC. All rights reserved. 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 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 A 1.05.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. 18. Additional Tusks: Perform or provide the following additional Construction Phase tasks or deliverables: [Nonel. 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 A1.03.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. Page 8 (Exhi bit A — Engineer's Servi ces) EJCDC E-500Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineersfor EJCDC. All rights reserved. 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 for the failure of any Contractor to perform or furnish the Work in accordance with the Contract Documents. A1.06 Post -Construction Phase A. Upon written authorization from Owner during the Post -Construction Phase Engineer shall: 1. 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. Perform or provide the following additional Post -Construction Phase tasks or deliverables: [None] 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. 1. 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, �. .. ....................... Page 9 (Exhibit A -- Engineer's Servi ces) EJCDC E-500Agreement Between Owner and Engineer for Professional Services Copyright 0 2008 National Society of Professional Engineersfor EJCDC. All rightsreserved. 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. 4. Services resulting from Owner's request to evaluate additional Study and Report Phase alternative solutions beyond those identified in Paragraph ALO1.A.4. 5. 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. 7. 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 A 1.03.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. Page 10 (Exhibit A — Engineer's services) EJCDC E-500Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineersfor EJCDC. All rights reserved. 16, Providing assistance in responding to the presence of any Constituent of Concern at the Site, in compliance with current Laws and Regulations. 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. Page I I (Exhi bit A — Engi neer's Servioes) EJCDC E-500Agreement Between Owner and Engineer for Professional Services Copyright 0 2008 National Society of Professional Engineersfor EJCDC. All rightsreserved. 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 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 A1.05.B. 8. 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 (Exhibit A — Engineer's Services) EJCDC E-500Agreement 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 June 12, 2018. 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 L 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. S. 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 Page 1 (Exhibit B — Owner's Responsibilities) EJCDC E-500 Agreement Behveen Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 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. 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. ------------------------------ Page 2 -- - (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. 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, responsibilities, and authority of Engineer as an attachment to this Exhibit B that is to be mutually agreed upon and made a pant 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: [None]. Page 3 (Exhibit B -- Owner's Responsibilities) EJCUC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright© 2008 National Society of Professional Engineers for EJCDC. All rights reserved. A T ,a, COMPENSATION DECISION GUIDE FOR USE WITH EXHIBIT C TO EJCDC E-500, 2008 EDITION i a� d Cd U V w rA O O O rn MU v y rQ � U w z N x � � N U � � U a d f=L 61 � O � U rri n O O a ,O w 0 a H o b V U � W � 7� A 0 O M � V v U l� z i O � x„ N � N a a z O O H �Uw�d 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. s' W U 49 � U N U � A� Q V rA Q � Fr O N O x U Q" � Q O O .•O F-' •U O•' � � N N This is EXHIBIT C, consisting of 16 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated June 12, 2018. Payments to Engineer for Services and Reimbursable Expenses COMPENSATION PACKET BC-2: Basic Services — Standard Hourly Rates 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) —Standard Hourly Rates 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. 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 services pet -formed on the Project, plus Reimbursable Expenses and Engineer's Consultants' charges, if any. 2. Engineer's Reimbursable Expenses Schedule and Standard Hourly Rates are attached to this Exhibit C as Attachment 1 professional Serivices Agreement Appendices 1 and 2. The total compensation for services under Paragraph C2.01 is estimated to be $28,000.00 based on the following estimated distribution of compensation: a. Study and Report Phase $3,000.00 b. Preliminary Design Phase $9,000.00 c. Final Design Phase (includes permits) $12,000.00 d. Bidding or Negotiating Phase $1,000.00 e. Construction Phase $2,000.00 f. Post -Construction Phase $1,000.00 4. Engineer may alter the distribution of compensation between individual phases of the work noted herein to be consistent with services actually rendered, but shall not exceed the total estimated compensation amount unless approved in writing by Owner. See also C2.03.C.2 below. Pagel Exhibit C—Compensation Packet BC-2: BadoServices (other than RPR)--Standard Hourly Rates Method of Payment EJC©C E-50OAgreement Between owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 5. The total estimated compensation for Engineer's services included in the breakdown by phases as noted in Paragraph C2.01.A,3 incorporates all labor, overhead, profit, Reimbursable Expenses and Engineer's Consultants' charges. 6. The amounts billed for Engineer's services under Paragraph C2.01 will be based on the cumulative hours charged to the Project during the billing period by each class of Engineer's employees times Standard Hourly Rates for each applicable billing class, plus Reimbursable Expenses and Engineer's Consultants' charges. 7. The Standard Hourly Rates and Reimbursable Expenses Schedule will be adjusted annually (as of January 1, 2019) to reflect equitable changes in the compensation payable to Engineer. C2.02 Compensation For Reimbursable Expenses A, Owner shall pay Engineer for all Reimbursable Expenses at the rates set forth in Appendix I and 2 to this Exhibit C. B, 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. C. The amounts payable to Engineer for Reimbursable Expenses will be the Project -related internal expenses actually incurred or allocated by Engineer, plus all invoiced external Reimbursable Expenses allocable to the Project, the latter multiplied by a factor of 1_1. C2.03 Other Provisions Concerning Payment A. 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 1.1. B. Factors. The external Reimbursable Expenses and Engineer's Consultantsfactors include Engineer's overhead and profit associated with Engineer's responsibility for the administration of such services and costs. Page 2 Exhibit C —Compensati on Packet BC-2: Basi c Ser vi oes (other than RPR)--Standard Hourly Rates Method of Payment EJCDC E-50OAgreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. G Estimated Compensation Amounts: 1. Engineer's estimate of the amounts that will become payable for specified services are only estimates for planning purposes, are not binding on the parties, and are not the minimum or maximum amounts payable to Engineer under the Agreement. 2. When estimated compensation amounts have been stated herein and it subsequently becomes apparent to Engineer that the total compensation amount thus estimated will be exceeded, Engineer shall give Owner written notice thereof, allowing Owner to consider its options, including suspension or termination of Engineer's services for Owner's convenience. Upon notice, Owner and Engineer promptly shall review the matter of services remaining to be performed and compensation for such services. Owner shall either exercise its right to suspend or terminate Engineer's services for Owner's convenience, agree to such compensation exceeding said estimated amount, or agree to a reduction in the remaining services to be rendered by Engineer, so that total compensation for such services will not exceed said estimated amount when such services are completed. If Owner decides not to suspend the Engineer's services during the negotiations and Engineer exceeds the estimated amount before Owner and Engineer have agreed to an increase in the compensation due Engineer or a reduction in the remaining services, then Engineer shall be paid for all services rendered hereunder. D. 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. Page Exhibit C-Compensation Packet BC-2: Basi c Services (other than RPR)— Standard Hourly Rates Mel hod 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 1. 1. 4. The Reimbursable Expenses Schedule will be adjusted annually (as of January 1, 2019) 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 1. 1. Page t Exhibit C —Compensation Packet AS-1: Additional Services — Standard Hourly Rates Method of Payment EJCDC E-50DAgreernent Between Owner and Engineer for Professional Services. Copyright 0 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. 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. Page 2 Exhibit C —Compensation Packet AS-1: Additional Servioess— Standard Hourly RatesMethod of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National society of Professional Engineers for EJCDC. All rights reserved. Cardno Contract ID / Project ID: J185208700 This Agreement is made, effective June 12, 2018 by and between Cardno. Inc., a Delaware corporation ("Cardno") having a place of business at 708 Roosevelt Rdl., Walkerton, IN 46574, and The City of South Eftad , ("Client") having a place of business at 227 West Jefferson Boulevard, South Bend, IN 46601. Cardno and Client are each individually referred to as a "Party"' and collectively as the "Parties." NOW, THEREFORE, Client hereby engages the services of Cardno and, in consideration of the mutual promises and covenants herein contained, the parties agree as follows: ARTICLE 1: DESCRIPTION OF SERVICES Cardno shall render the professional services described in Exhibit "A" (hereinafter called the "Services") in accordance with this Agreement, If, in the course of the Project, services beyond the scope described in Exhibit "A" are warranted on the Project based on Cardno's findings, requests by the Client or regulatory agency, or if unforeseen conditions arise, Cardno will notify the Client of the change in scope of the Project and, if agreed to in writing by Client, shall undertake the additional services. All Services will be charged in accordance with Cardno's fee schedule that is included in Exhibit "A". ARTICLE 2: PAYMENT a. Cardno will submit invoices to Client monthly for services provided during, the previous month. Each invoice will identify the project name and cost of the services provided. As agreed in writing in Exhibit A or if applicable in Exhibit B attached hereto and made a part hereof, is the schedule of Cardno's billing rates which are applicable to the work covered by this Agreement. Cardno's rates are subject to increase annually, b. Within thirty (30) days following Client's receipt of each invoice rendered by Cardno pursuant to this Agreement, Client will pay the amount invoiced. If Client disputes any portion of an invoice, Client will notify Cardno in writing of such disputed items within 10 days of invoice date. In the event any invoice has not been paid in full within sixty (60) days of the invoice date, Cardno may immediately suspend all or any portion of the Services hereunder indefinitely, pending payment in full of such invoice(s). c. Interest will accrue on accounts overdue by 30 days at the lesser of 1.5 percent per month (18 percent per annum) or the maximum legal rate of interest allowable. Collection fees and any additional legal costs associated with the recovery of outstanding payments may also be applied. ARTICLE 3: TERMINATION This Agreement will continue in effect until terminated by either party upon thirty (30) days written notice to the other party. Any such termination, however, will not terminate Cardno's obligations under Article 6 hereof nor either party's obligations under Article 11, In the event Client terminates this Agreement Client will reimburse Cardno for all services provided under any Task Order in addition to expenses incurred by Cardno in satisfying commitments for materials, equipment and services, which were made by Cardno prior to such termination, Such expenses may include the cost of returning or disposing of unused materials and equipment and terminating agreements for services by third parties. Cardno, however, will use its best efforts to minimize such costs ARTICLE 4: SUSPENSION OF SERVICES If the Project is suspended for more than thirty (30) calendar days in the aggregate, the Client shall pay Cardno for all Services performed prior to receipt of the notice of suspension. Cardno, shall have no liability to Client for delay or damage caused Client because of a suspension of services. Upon resumption of the Project, Cardno shall be entitled to an equitable adjustment in fees to accommodate the resulting demobilization and remobilization costs. In addition, there shall be an equitable adjustment in the Project schedule based on the, delay caused by the suspension. If the Project is suspended for more than, ninety (90) days, Cardno may, at its option, terminate this agreement upon giving seven (7), daysnotice in writing to the Client. A2 — Cardno Professional Services Agreement Page I of 7 2017 V3 ARTICLE 5: FORCE MAJEURE Neither Party shall be held responsible for any delay or failure in performance of any part of this agreement to the extent such delay or failure is caused by fire, flood, explosion, war' embeqgm, government naquiremoent, civil or military au:thority, act of God, or other similar causes beyond its control and without the fault or negligence of the delayed ornon-performing Party, ARTICLE 6: CARDNCYS RESPONSIBILITIES m. Cardno mhmU perform the Services with the reasonable skill and care required bycustomarily accepted professional practices and procedures normally provided in the performance of such Services at the time in which the Services were performed. This standard ofcare isthe sole and exclusive standard ofcare that will be applied to measure Cardno's performance Cardno makes no other representations or warranties. express or implied, b. Cardno shall be mo|ek/ responsible for a) completion of the Project in accordance with the specifications outlined in the Task Drder, b) supervision ofCerdno'm employees and subcontractor's on the Project; o) keeping accurate namondm of information obtained during the course of the Project; d) obtaining and maintaining proper licenses and permits for Cardno's Services; and e) compliance in all material aspects with applicable |owo and regulations including those pertaining to Cardno"u employees' wages, houna, fair employment practices, worker's compensation insurance, and similar employer responsibilities. o� Cardno specifically disclaims any authority or responsibility and Cmpdmm does not have amthordy, rompomoibU|h/ or liability for, the means, methodo, teuhniqwes, sequences or procedures of construction selected by Contractor(s); for safety precautions and programs in connection with or incident to the work of Contractor(o); or for any fo||um* of Contractor(s) to perform their work or to comply with |oem, ru|ea, regulations, ordinances, codes or orders applicable to Contractor(s) performing their work. d. Differing Site Conditions: If Differing Site Conditions adversely affect Cendno'm performance of services as contemplated bythis Agreement, then 1) Cardno mhm|| be permitted to terminate its Services after notifying the Client of such Differing Site Conditions, and 2) ifClient wishes Cardno to continue performance of its Services, Client and Cardno shall agree, in writing, to new or modified scope of services and fees provisions under the Agreement to reflect the cost and schedule impact of such oond|tionn. For puqpunmo of this Agreement, "Differing Site Cmmd|donm^ means phym|ca|, structune|, oubaurface, soil or other conditions uncovered, revealed or discovered which differ from 1) those preeemtnd by Client to Cardmo, in any RFP or otherwise, 2) those ordinarily encountered and generally recognized as inherent in work of a similar character, or 3) those apparent based upon a reasonable visual inspection of the Project site, e. Cardno shall perform its San/ices as expeditiously as is consistent with the preceding standards of professional skWU and oara, but shall not be responsible for delays that may occur that are beyond Candmo'o reasonable control ARTICLE 7. CLIENT'S RESPONSIBILITIES Client shall besolely responsible for: a) maintaining overall supervision of the Project beyond the immediate scope ofCardno's Services; b) making available to Cardno all of Client's information regarding existing and proposed conditions ofthe site, The information shall ino|ude, but not belimited to: plot plans, hydrologic and geologic data including boringo, weUa, field or laboratory hmmtm, and written reports. Client will immediately transmit to Cardno any new information which becomes available orany change in plans; o) locating for Cardno and assuming responsibility for the accuracy of any representations as to the locations of all underground utilities, pipelines, tanks and other installations. Cardno will not be responsible for damage to items not so located; d) providing free and unencumbered access to the site for all necessary equipment and personnel during normal working hours; e) as necessary, locating for Cardno the property boundaries and being responsible for accuracy of boundaries and markers; f)retaining ownership of, and responsibility for all contaminated material Cardno located on site or found as a peem|t of the Project and 0) obtaining all required and necessary approvals and permits required for the performance ufany services by Cardno. Cardno uho|| be entitled to reasonably rely upon the accuracy and completeness of information, reports, tests, data and recommendations provided by or on behalf of Client, +u-Cardnopmfessionalaervmesagreement Page 2 of Each party shall be an independent agent with respect to work under this Agreement, and shall not be deemed to be the servants, employees, or agents of the other. ARTICLE 9: CONFIDENTIALITY a. Cardno will maintain in confidence the nature of its Services, as well as all information made available to Cardno by Client during the term of this Agreement or resulting from Services performed by Cardno under this Agreement. The confidential obligation imposed on Cardno by Article 9a, however, will not extend to any such information insofar as, and from such time as Cardno may disclose (i) as required by law, (ii) pursuant to court order, (Hi) to its subcontractors, agents or other representatives as may be reasonably necessary to perform its services hereunder (iv) for the purpose of prosecuting or defending any litigation, or (v) Cardno can show by reasonable proof has been in the public domain. Cardno agrees to use information intended to be kept confidential under this Article 9a solely to provide its Services. b. Cardno will require each person it retains to perform services for Chent under this Agreement to comply with Cardno's confidential obligations under Article 9a above,, ARTICLE 10: INSURANCE a. Cardno represents that it willi maintain during the term of this Agreement, and for any period thereafter required by the terms of the Prime Agreement, at its sole expense Worker's Compensation, Commercial General Liability, Automobile Liability, Maritime, Professional Liability and Pollution insurance. b. Certificates of all insurance required under this Agreement will be furnished to, the Client prior to commencement of Services. ARTICLE 11: INDEMNIFICATION a. Cardno shall indemnify and hold harmless Client from and against damages, liabilities, costs and expenses, including but not limited to reimbursement of reasonable attorney fees arising out of damages or injuries to persons or property to the extent caused by the negligence, gross negligence or willful misconduct of Cardno or anyone acting under its direction or control or on its behalf in the course of its performance under this Agreement; provided that Cardno 's, aforesaid indemnity and hold harmless obligation shall not be applicable to any liability based upon the sole willful misconduct or sole active negligence of Client or upon use of or reliance on information supplied by Client or on behalf of Client to Cardno in preparation of any report, study or other written document and further provided, however, in no event shall Cardno be responsible for any form of consequential damages, including, but not limited'! to loss of sales, loss of profits, and attorney fees thereon. b. Client shall indemnify and hold harmless Cardno from and against damages, liabilities, costs and expenses, Including but not limited to reimbursement of reasonable attorney fees arising out of (i) damages or injuries to persons or property caused by the negligence, gross negligence or willful misconduct by Client or anyone acting under its direction or control or on its behalf in connection with this Agreement and (iH) claims, actions or demands for environmental liability arising from, or in, relation to, any condition (not caused by the negligence of Cardno or anyone acting under its authority) on, under or in connection with Owner's real property or relating to Operations conducted by Client; provided that Client's aforesaid indemnity and hold harmless obligation shall not be applicable to any liability based upon the sole willful misconduct or sole active negligence of Cardno and further provided, Ihowever, in no event shall Client be responsible for any form of consequential damages, including, but not limited to loss of sales, loss of profits and attorney fees thereon. C. For purposes of this Article 11, the duty to indemnity does not include the duty to pay for or to provide an up -front defense against unproven claims or allegations. d. Where any claim results from the joint negligence, gross negligence, or willful misconduct, by Client and Caird'no, the amount of such damage for which, Client or Cardno is liable as indemnitor under this Article 11 shall equal the proportionate part that the amount of such claim attributable to such indemnitor's negligence, gross negligence, willful misconduct, bears to the amount of the total claim attributable to the joint negligence, gross negligence, or willful misconduct, at issue. A2 — Cardno Professional Services Agreement Page 3 of 7 2017 V3 ARTICLE 12:LIMITATION OFLIABILITIES: Notwithstanding any other provision in this Agreement, the Client agrees to strictly limit Cardnc/s liability under this Agreement or arising from the performance or non-performance of the Services under any theory of law, including but not limited to claims for negligence, negligent misrepresentation and breach of contract, to the lesser of five times the fees paid to Cardno for the Services or the maximum of insurance provided No claim may be brought against Cardno, in contract or tort more than two (2) years after the cause of action arose. Any claim, suit, demand or action brought under this Agreement shall be directed and/or asserted only against Cardno and not against any mfCamdmo'semployees, shareholders, officers ordirectors. Cordno'o liability with respect toany claims arising out ofthis Agreement shall be limited as provided herein to direct damages arising out of the performance of the Services and Camdno shall not be held responsible or liable whatsoever for any consequential damagem, injury or damage incurred by the actions or inactions of the Client, including but not limited to claims for loss of use, loss ofprofits and loss cfmarkets ARTICLE 13:DISPUTE RESOLUTION PROCEDURES a. If requestedhn writing by either the Client urCard no, the parties shall attempt horesolve any dispute between them arising out of or in connection with this Agreement entering into e management/principal level mmctinQ/m. in an effort to seek m mutually msdiwh*utmry resolution. Such m meeting shall occur within thirty (3O)days from the first date ofthe written request for such meeting. b. Ifodisputecannot besettled informally between the parties within aperiod ofthirty (3O)calendar days, the parties shall enter structured nion-binding negotiations with the assistance of a mediator. The mediator shall beappointed byagreement ofthe parties, C. If the parties are unable to reach an acceptable resolution of the dispute, controversy, or claim through the mediation pnuoemm, the parties shall have any and all rights and remedies mvm|mb|e to U under this Agreement and any and all rights and remedies at law or in equity. Cardno's right to record a lien or bond claim to prosecute a lien or bond claim shall not be stayed, limited or delayed by the mediation process. ARTICLE 14: ATTORNEY FEE PROVISION With respect hmany dispute relating bothis Agreement, orimthe event that alien, suit, action, arbitration, mediaUon, or other proceeding of any nature whatsoever is instituted to interpret or enforce the provisions of this Agreement, including, without |imitation, any proceeding under the U.S. Bankruptcy Code and involving issues peculiar to federal, bankruptcy law or any action, suit, or proceeding seeking a declaration of rights or rescission, the prevailing party shall be entitled to recover from the losing party its reasonable attorney hesm, pann|e0o| hmen, expert fees, and all other fees, oosts, tide reports, title guarantee reporta, and expenses actually incurred and reasonably necessary in connection therewith, as determined by the judge at trial, mediation, or other proceeding, or on any appeal orreview, and all proceedings in U.S. Bankruptcy Court. The prevailing party shall also beentitled tu reasonable attorney'afees and costs incurred in enforcing any award and/or judgment, in addition toall other amounts provided by |am. AFTICUE15: ACCESS TO RECORDS a C|iem, or its duly authorized napremenbaivem, will have anoaum at aUl reasonable times, during the performance of any the Services and for period of two (2) years thereafter, to Cardnda bonke, records and all other documentation pertaining to Candno'a Services under this Agreement. Canino shall be reimbursed for all personnel labor, materials, and copying costs incurred for any client inspection or audit. b. Cardno will preserve for a period of two (2) years after completion or termination of the Services under this Agreement all documents pertaining to Cardno's Services under this Agreement. ARTICLE 16:OWNERSHIP QFDOCUMENTS a. AM ducunnamha, in any format or media, prepared by or on behalf ofCawdno in connection with the Project are instruments ofservice for the execution of the Project. Cardno oh;d| retain any and all intellectual and property rights in these documenta, whether or not the Project is completed. Payment to Cumdnm for the Services rendered and pursuant hothe payment terms under this Agreement shall be acondition, precedent tothe Client's right tof the documentation prepared by CardCardno. Such dts may notb d A2—oumnoProfessional Services Agreement Page *ofr 2017m for any other purpose without the prior written agreement of Cardno. However, upon completion of the Project the Client shall have a permanent non-exclusive, royalty -free license to use any concept, product or process which is patentable or capable of trademark, produced by or resulting from the Services rendered by Cardno in connection with the Project, for the life of said Project, b. In the event any of Cardno's documents are subsequently used, reused and/or modified, in any respect without Cardno's involvement and oversight, the Client hereby agrees to release, indemnify and hold Cardno, its officers, employees, consultants and agents harmless from and against any claims or damages arising from the reuse or modification of said documents. C. Fuirther, Cardno cannot guarantee the authenticity, integrity or completeness of data files supplied in electronic format ("Electronic Files"). The Client hereby agrees to release, indemnify and hold Cardno, its officers, employees, consultants and agents harmless from and against any claims or damages arising frorn the use of said Electronic Files. Electronic files will remain the property of Cardno, may not to be used for any purpose other than that for which they were transmitted, and are not to be retransmitted to any third party without Cardno's prior written consent. ARTICLE 17: ARCHIVED DATA Client agrees to compensate Cardno for all costs associated with archiving the Project data files accumulated as a part of this Agreement. These expenses shall be billed as a reimbursable expense as a part of the final invoice for the Project. Cardno agrees to store and maintain this data for a period of five (5) years. Client agrees to compensate Cardno for any future requests for retrieval or distribution of Archived) Data. ARTICLE 18,., NOTICES Any notices or written statements hereunder shall be deemed to have been given when mailed by certified or registered mail or via email), with receipt of reply, to the party entitled thereto at its address noted at the top of this Agreement or at such other latest address as it may designate in writing to the other party for this purpose, Eel ki I-1h 14 Ll III Neither party to this Agreement shall, without the prior written consent, of the other party, which shall not be unreasonably withheld, assign the benefit or in, any way transfer any claim or oblligation under this Agreement or any part hereof. This Agreement shall inure to the, benefit of and be binding upon the parties hereto, and except as otherwise provided herein, upon their executors, administrators, successors, and assigns. ARTICLE 20: NON -SOLICITATION a. Neither party shall knowingly solicit, recruit, hire or otherwise, employ or retain the employees of the other working under this Agreement during the Term of this Agreement and for one (1) year following the termination or expiration of this Agreement without the prior written consent of the other party. b. However, notwithstanding the above, this Article shall not restrict the right of either party to solicit or recruit generally in the media, and shall not prohibit either party from hiring, without prior written consent, the other party's employee who answers any advertisement or who otherwise voluntarily applies for hire without having been personally solicited by the hiring party. C. For a breach of Article 20a, an amount equal to twice the base annual salary of the recruited employee at the time of their departure shall be paid by the hiring party to the other party, ARTICLE 21: HAZARDOUS MATERIALS a. Hazardous substances shall be defined as any chemically derived or naturally occurring substance or waste material reasonably considered subject to any federal or state law iregulatiing such substances or wastes as hazardous. b. Client will disclose to Cardno all known or reasonably available information regarding past uses, existing conditions, and proposed uses of the site. Client will specifically identify and describe to Cardno all releases of hazardous substances known or reasonably believed to have occurred which are relevant to the services to be performed by Cardno. Client will furnish any additional information requested by Cardno including but A2 — Cardno Professional SeMces Agreement Page 5 of 7 2017 V3 not limited to: existing plans, surveys, water and soil test data, and permits issued byagencies of government. Client authorizes Cardno to use all information owppkied, including incorporating the information by copying or direct reference into reports prepared byCardno. For services involving or relating to hazard000 waste elements nfthis Agreement, it is further agreed that Client shall indemnify and hold harmless Cardno from and against damages, liabilities, costs and expenses, including but not limited to reimbursement of reasonable attorney fees arising out of or resulting from the performance of work by Candno, or claims against Cardmo arising from the work of others related to hazardous waste. This release and indemnification provision extends to claims against Cardnowhich arise out of, are related to, or are based upon the disbursal, dlischarge, escape, release, or saturation of smoke, vapors, soot, funmea, acido, o|ka|ie, toxic ohemiuo|e. |iquids. Qooeo, or any nibmr material, irritant, contaminant, or pollutant in or into the atmosphere, or on, omto, upon, in or into the surface orsubsurface of (a) soil, (b) water orwater courses, (o) objects, or (d) any tangible or intangible matter, whether sudden or not. d. Hazardous Waste and Hazardous Substance Transportation and Disposal: Hazardous washes and hazardous substances. as defined by federal and state |ew, encountered by Ummdmo, shall bedeemed ho have been generated by and the property of Client. Candno'n d[ocovery, exoavatiom, hand|img, packaging, and storing of such wastes shall be as Client's agent and Can1nu shall incur no liability whatsoever with respect to such wastes except where such liability arises out of its willful misconduct or wanton negligence. Client shall be solely responsible for selection of transporters and disposal or treatment sites. Client's EPA number shall accompany all shipments ofhazardous wastes and Client shall be solely responsible for all feee, taxns, and other charges associated with hazardous wastes. In the event Client in unavailable or for any other reason fails hm e»an:|me its obligations under state and federal hazardous waste (awa. Cundno is hereby authorized toact uu Client's agent (othe extent necessary to properly manage any hazardous wastes and hazardous substances encountered during work for Client in accordance with applicable laws and negm|mUomm or in compliance with the orders of any federal, state or local agency. All such work shall bebilled toClient mnetime and expense basis, e. Client hereby agrees to comply with all requirements of federal, mtmto. and local yavxa, megm|atimns, and ordinances governing notifications of hazardous substance releases immediately upon notification by Cardnm that a ne|emae, threatened re|eaae, or other reportable event has uoouroad and that notification is required. In the avant that Client orClient's agent is unavailable to make such required report or otherwise fails to do so, Client hereby authorizes Cardno to make reports on its behalf. f. In the event of the discovery of hazardous substances of a nature or in a quantity not revealed by Client to Cardno pursuant to this agreement and referenced incorporated thereto, or any other condition rendering further work pursuant to this agreement unsafe, in violation of law, or reasonably believed to exceed the scope of work agreed to. Cmrdoo reserves the right to suspend work and notify Client. Client agrees to negotiate in good faith with Cardno on revised terms for completion of original agreement or additional sen/|nem as recommended by Candmw. Notwithstanding the outcome mfsuch negotiations and during such negotiations Cardmo shall perform services as it deems necessary to secure the site, place hazardous substances in a safe oondiUon, and comply with applicable Uavxa and regulations on behalf mfClient and shall becompensated, byClient amspecified herein. ARTICLE 22: ATTRIBUTION/PROMOTION Cardnoshall have the right to include photographic or artistic representations of the design of the Projectamong Cardnm's promotional. and professional materials. Car no shall be given reasonable access tothe completed Project to make such representations. However, Cardno's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised Cardno in writing of the specific information considered by the Owner to be confidential or proprietary, The Owner mMeU provide professional credit for Candoo in the Owner's promotional materials for the Project. ARTICLE 23: WAIVER Failure by one party to notify the other party of a breach of any provision of this Agreement shall not constitute a waiver cfany continuing breach. Failure by one party to enforce any of its rights under this Agreement shall not constitute a waiver of those rights. The waiver by either party of breach or violation of any provision of this *o—Cnmnopmfeosinma|aervmanAgremmen Agreement shall not operate as, or be construed to be, a waiver of any subsequient breach, of the, same or any other provision hereof. ARTICLE 24: GOVERNING LAW The validity of this Agreement and any of its terms or provisions, as well as the rights and duties of the parties hereundler, shall be interpreted and governed by the laws of the place of the project. ARTICLE, 25: LEGAL CONSTRUCTION In case any one, or more of the provisions contained in this Agreement shall for any reason be held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall' not affect any other provision hereof. This Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein, ARTICLE 26; ENTIRE AGREEMENT This Agreement supersedes any and all other agreements, either oral or in writing, between the parties relating to the subject matter of this Agreement and is the entire understanding and agreement related thereto. This Agreement may be amended by mutual consent of the parties in writing to be attached hereto and incorporated herein, executed by Cardno's and the Client's respective representatives. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed in, their respective names by their duly authorized representatives. Cardno, Inc. The City of South Bend By: By: Print Name: Print Name: Title: Title: Date: Date: A2 — Cardno Professional Services Agreement Page 7 of 7 2017 V3 EXHIBIT A SCOPE OF SERVICES Cardno Contract ID I Project ID: J185208700 Date: June 12, 2018 Project Name: St. Joseph River Bank Stabilization Joyce Dr. at Riverside Dr, Cardno Name: Cardno, Inc. Address: 708 Roosevelt Rd., Walkerton, IN 46574 Phone: 574-586,-3400 Representative: John Richardson Email: john.richardson@cardno,com Client Name: The City of South Bend Address: 227 West Jefferson Boulevard, South Bend, IN 46601 Phone: 574-236-9496 Representative: Jacob M. Klosinski, P.E. Email: jklosins@southbendin.gov This Exhibit details the Services, Schedule, Contract Price, Additional Conditions and Additional Attachments forming part of the Professional Services Agreement, dated June 12, 2018, Services: Cardno shall perform the following Services (hereafter "Services"): Cardno, Inc, will provide the following river bank stabilization services for the area of the St. Joseph River, located adjacent to Riverside Drive and north of the intersection with Joyce Drive, in South Bend, St, Joseph County, Indiana, (the "Site"). Phase 1: Design Cardno will have a topographic survey completed for up to 400 feet of the St Joseph river bank located within the Site. The survey will include Riverside Drive, the river walk, top of bank, toe of slope at the water's edge and any trees over 10 inches in, diameter along the same reach of embankment. Cardno will utilize the, survey to develop a concept plan and preliminary cost estimates to stabilize the riverbank at the site, The concept plans will be submitted for Client review before proceeding to draft design level. After this initial review, Cardno will develop the details, specifications, and further refine the construction cost estimates for the proposed project to a 60% level, After client review of the 60% design set, Cardno will proceed with, the 90% set of plans and specifications. Upon review and approval of the 90% plan set by the Client, Cardno will complete the requested design detail changes and' certify the drawings with a professional Engineering stamp. Phase 2: Permitting Cardno will fill out the appropriate State (IDNR-Floodway and IDEM 401 Certification) and Federal (Section 404 Clean Water Act) permit applications for the Client review and signature. After obtaining the signatures, Cardno will' submit the applications to the respective agencies and conduct all other associated tasks including the public notice for the IDNR Floodway permit, and the ETR data base search for the IDEM 401 Regional General Permit application, Cardno will also develop and submit the required tree mitigation plan to meet IDNR requirements. No wetlands are expected along this steep bank and therefore a wetland delineation should not be required and is not included in this scope. No Endangered, Threatened, or Rare species of plants, fish, mussels, or any other animals are expected to occur along this reach of the bank and as such our scope does not include any additional plant or animal surveys. Our scope does include following up with the agencies and responding to their inquires until the permits are issued. Phase 3: Construction Meetings and Inspections Cardno will attend a pre -bid meeting if held by the City, respond to bidder questions as needed, and attend a pre -construction meeting to explain the project as needed. Cardno will inspect the work up to five times during the construction phase to assure the Client that the work was performed to the specifications. A2 — Cardno Professional Services Agreement — Exhibit C Scope of Services Page 1 of 2 2017 V3 Schedule: Commencement Date; Upon receipt of fully executed Agreement Estimated Completion Date: Contract Price; Subject to the terms of the Professional Services Agreement, Client will compensate Cardno as follows: Estimated Fees: Phase 1: $18,000 Phase Z $ 6,0010 Phase 3: $ 4,000 Total Project Fee: Cardno's standard hourly rates, plus expenses Not to Exceed: $28,000.00 Unless otherwise noted, the fees in this agreement do not include any value added, sales, or other taxes that may be applied by any government entity on fees for services. Such taxes will be added to afl invoices as required. Where the Services or services conditions change, Cardno shall submit to the Client in a timely manner, documentation of the revisions to Exhibit "'A" adjusting the Contract Services Time and Price as required. Unless otherwise specified, charges for services are based on Cardno's FYIS ("Rate Schedule"), The Rate Schedule is subject to escalation from time to time. Cost Estimate: Any opinion of costs of construction prepared by Cardno is supplied only for the general guidance of the Client. Cardno has no control over the cost of labor, materials, equiipment or services furnished by others, or over contractors' methods of determining prices, or other competitive bidding or market conditions. Cardno's preparation of Cost Estimates are made on the basis of Cardno's experience and judgment and are Cardlno's opinion of the cost of construction and not a guarantee of the accuracy of such opinion as compared to contract bids or actual costs to Client. Cardno does not warrant that bids or ultimate construction costs will not vary from its opinion of cost estimates, Reimbursable Expenses: As contemplated throughout this Agreement, Reimbursable Expenses are an obligation of the Client and such Reimbursable Expenses will be included on the invoices issued to Client per the Cardno fee schedule. Additional Attachments: The following additional attachments shall be read in conjunction with and constitute part of this Agreement: Appendix 2— Cardno's FYI 8 Rate Schedule A2 — Cardno Professional Services Agreement — Exhibit C Appendix I Scope of Services Page 2 of 2 20U VS Field Technician/Technician/ Senior Technician $45-1 00/hour Project Assistant/Coordinator $55-901hour GIS, CARD, or Drafting Consultant $80-120/hour Assistant Staff Consultant $65-100/hour Staff Consultant3 $75-125/h,our Senior Staff Consultants $85-130/hour Project Consultants $85-140/hour Senior Project Consultants $100-170/hour Senior Consultant3 $102-225/hour Director 3 $235-350/hour N ote s: 1. Hourly staff rates are based on 40hr work weeks, time in excess of 40h,rs will be billed at 1.5x standard rates 2. Salary staff rates are per hour based on work up to 10 hours per day, and/or 50 hours per week, Monday - Friday, conditions outside of these parameters may be subject to additional fees with client approval. 3. Consultant and Director positions include professional Scientist, Ecologist, Economist, Engineer, Archaeologist, Hydrogeologist, Geologist and Planner staff. Consultant hours spent providing expert witness, deposition, or preparation for deposition will be charged at 1 % times the normal billing rate. 4 TOT -TIT M_ Communication costs of six percent (6%) of total professional labor billings will be charged in lieu of the actual cost of long distance and cellular telephone costs, WAN or internet costs, pager costs, postage costs, facsimile costs, routine black -and -white copying (less than 500 pages), incidental office supplies, and personal computer usage. Non -routine black -and -white copies will be charged at $0.25 per page. All in-house color copies will be charged at $1,00 per 8.5 x 11 page and $1.90 per 11 x 17 page. Oversized color copies will be as quoted. Each double -sided color or black -and -white copy will be charged as 2 pages. Cardno reserves the right to charge a fuel surcharge if average fuel prices exceed $4.00 per gallon. This fuel surcharge will be in addition to the below listed standard mileage rates. Reimbursable Markup (lodging, meals, equipment rental, etc.) Cost Plus 10% Subcontractor Markup Cost Plus 10%* (*special situations may be at a higher rate) Mileage $0.545/mile, portal to portal GSA Rate Mileage With Trailer $1.25/mile, portal to portal 574.586.3400 www.cardno.corn EQUIPMENT RATE UNIT Tractor $225 day Seed Drill $220 day Misc. Mechanized Equipment $100-$300 day ArcGIS Online License $25 day/each ArcGIS Tablet $25 day/each GPS Unit $150 day/each Fish Shock Boat $150 day Power Rake $100 day ATV $75 day lBoat/Motor/Trailer $810 day Backpack Fish Shocker $80 day Fire Pumping Equipment $80 day Surveying Equipment $50 day Box grader $60 day Mower $60 day Field sprayer (25-200 gal) $40 day Gas Power Tools (chainsaw, auger, pump, etc.) $30 day/each Fire Hand -Tool's $40 person/day Mist Nets $25 site/day Anabat $50 day/each Radio Receiver & Antenna $100 day Radio Transmitters $175 each Trailer $,50 day Water Level logger $100 month Payment Cardno invoices will be submitted monthly. Payment is due on or before the thirtieth (30th) day following the date of the invoice. Cardno specifies that our services are performed, within the limits prescribed by our clients, with the usual thoroughness and competence of the environmental consulting profession. No other warranty or representation, either expressed or implied, is included or intended in our proposals, contracts, or reports. Rates Subject To Change At Any Time Effective through December 31, 2018. 574.586.3400 www.cardno.com This is EXHIBIT E, consisting of 2 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated June 12, 2018. NOTICE OF ACCEPTABILITY OF WORK PROJECT: • J► CONTRACTOR: OWNER'S CONSTRUCTION CONTRACT IDENTIFICATION: EFFECTIVE DATE OF THE CONSTRUCTION CONTRACT: ENGINEER: 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. USA Title: Dated: Page t (Exhibit E —Notice of Acceptability of Work) EJCDC E-600Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 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. Page 2 (Exhibit E — Notice of Acoeptabi I i ty of Work) EJCDC E-500Agreernenl Between Owner and Engineer for Professional Services. Copyright c0 2008 National Society of Professional Engineersfor EJCDC. All righlsreserved. This is EXHIBIT G, consisting of 2 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated June 12, 2018. 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: d. Excess or Umbrella Liability -- 1) Each Occurrence: 2) General Aggregate: Statutory $1,000,000.00 $1,000,000.00 $1,000,000.00 $1,000,000.00 $10,000,000.00 $10,000,000.00 $10,000,000.00 e. Automobile Liability --Combined Single Limit (Bodily Injury and Property Damage): Each Accident $1,000,000.00 £ Professional Liability — 1) Each Claim Made $7,500,000.00 2) Annual Aggregate $7,500,000.00 g. Other (specify): Pollution $10,000,000.00 Page r (Exhibit G - Insurance) EJCDC E-WOAgreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineersfor EJCDC. All rightsreserved. 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 #6657-79, 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: • Engineer's Engineer's c.. G.A.Ilant ev. E': EfigineeF7 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-500 Agreement Between Owner and Engineer for Professional Servioes. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. This is EXHIBIT I, consisting of 2 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated .tune 12, 2018. 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 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). and Engineer's , , , , , employees, and Consultants to Ownef'sClaims shall not eiweed-$ B. Indemnification by Owner: 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. Page 1 (Exhibit I - Limitationson Liability) EJCDC E-500Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 Nati anal Society of Professional Englneersfor EJCDC. All r I ghts reser ved. This is EXHIBIT ,I, consisting of i pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated June 12, 2018. Special Provisions Paragraph A 1.02 A2 of the Agreement is amended to include the following agreement(s) of the parties: Engineer will apply for US Army Corps of Engineers 404 Permit, Indiana Department of Environmental Management 401 Certification, and Indiana Department of Natural Resources Floodway Permit on behalf of the Owner. Engineer will provide draft permit applications to Owner for review and signing before submitting to agencies. Engineer will revise the applications as directed by the Owner and make drawing revisions, if any, required to obtain the above permits from the agencies listed. Page 1 (Exhibit J - Special Provisions) EJCDC E-500Agreement Between Owner and Engineer for Professional Services, Copyright O 2008 National Society of Professional Engineersfor EJCDC. All righlsreserved. Date Name BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM June 1. 2018 Jacob M. Klosinski Purchasing Department Utilities Wastewater ® 'Kara Boyles, City Eng ineer L_] Agreement U Contract LJ Proposal ❑ Addendum ® Professional Services ❑ Resolution ❑ Bid Opening ❑ Bid Award ❑ Req. to Advertise ❑ Title Sheet ❑ Quote Opening ❑ Quote Award ❑ Change Order No. ❑ CIO & PCA No. ❑ PCA ❑ Ease/Encroach. ❑ Traffic Control n Other. - Company or Vendor Name Cardno, Inc. New Vendor ❑ Yes ® No ❑ If Yes, Approved by Purchasing MBEIWBE Contractor ❑ MBE ❑ WBE MBEIWBE Contractor Requested ❑ No ❑ Yes Name of Company Project Name St. Joseph Riverbank Stabilization at Riverside and J Project Number Funding Source engineering Account No. 101-0608-431-31-06 Amount $ 28,000.00 Terms of Contract Lump Sum (Itemized Scope) Purpose/Description The Division of Engineering recommends the approval of a Professional Services Agreement with „Cardno, Inc. to provide engineering and permittingservices for the subject project. ❑ Required Contractor's Certification Form Attached (Non - Collusion, Non -Discrimination, Non -Debarment, E-Verify, , Iran, etc. Re aired For Change Orders On! Amount of ❑ Increase $ ❑ Decrease $ Previous Amount $ Current Percent of Change: % New Amount $ Total Percent of Change: % Dispersal After Approval Copy Original ® ❑ Kara Boyles, City Engineer ® ❑ Jacob M. Klosinski, Assitant City Engineer ® ❑ Ron O'Connor, Director of Finance INTER -OFFICE MEMORANDUM DEPARTMENT OF PUBLIC WORKS DIVISION OF ENGINEERING TO: Members of the Board of Public Works Eric Horvath, Director of Public Works Clara McDaniels, Board of Public Works Attorney FROM: Kara Boyles, City Engineer Jacob M. Klosinski, Assistant City Engineer SUBJECT: Agenda Request Form -- Professional Services Agreement St. Joseph Riverbank Stabilization (Riverside and Joyce) DATE: June 1, 2018 The Division of Engineering is requesting the Board of Public Works approval of a Professional Services Agreement with Cardno, Inc. for engineering and design services to provide plans and specifications for a St. Joseph Riverbank Stabilization project located near the intersection of Riverside Drive and Joyce Drive. Background The existing embankment along the St. Joseph River near the intersection of Riverside Drive and Joyce Drive along the Riverside Trail has experienced excessive erosion and embankment disruption over the years and has been identified as a location that requires improvements to address safety concerns along the embankment. The erosion problems have been monitored over the years but were exacerbated by additional erosion which occurred as a result of the recent flooding in February -March 2018 during a period of snow melt and heavy rain. This area along the riverbank is in dire need of slope armoring and vegetation to stabilize the embankment and avoid excessive erosion along the Riverside Trail. The funding sources for these improvements shall be directed from funding sources identified by Public Works Engineering Accounts (101-0608-431-31-06). If there are questions regarding the subject project, please contact Kara Boyles (Ext. 5933) or Jacob M. Klosinski (Ext. 9496) at the Division of Engineering and Division of Utilities.