Loading...
HomeMy WebLinkAboutProfessional Services Agreement - American Structurepoint Inc - West Side Quiet Zone1316 COUNTY -CITY BUILDING 227 W.JEFFERSON BOULEVARD SOUTH BEND. INDIANA 46601-1 930 t)VT W r x I86 CITY OF SOUTH BEND PETE BUTTIGIEG, MAYOR BOARD OF LC WORKS March 12, 2019 Mr. Rich Zielinski American Structurepoint, Inc. 7260 Shadeland Station Indianapolis, IN 45256 RE: Professional Services Agreement — West Side Quiet Zone Dear Mr. Zielinski: PHONE 574/235-9251 FAx 574/235-9171 The Board of Public Works, at its meeting held on March 12, 2019, approved the above referenced agreement for right-of-way acquisitions in the West Side Quiet Zone, in the amount of $16,030. 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 GARY A. GILOT SUZANNA M. FRITZBERG ELIZABETH A. MARADIK LAURA O'SULLIVAN THERESE J. DORAU DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 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 AC E C AGC of America ASCEAmerican Society National Society of of Civii Engineers Professional Engineers 0 Professional Engineers in Private Practice AMERICAN COUNCIL OF ENGINEERING COMPANIES ASSOCIATED GENERAL CONTRACTORS OF AMERICA AMERICAN SOCIETY OF CIVIL ENGINEERS PROFESSIONAL ENGINEERS IN PRIVATE PRACTICE A Practice Division of the NATIONAL SOCIETY OF PROFESSIONAL ENGINEERS EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services. Copyright D 2008 National Society of Professional Engineers for EJCDC. All rights reserved. DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 This Agreement has been prepared for use with the Standard General Conditions of the Construction Contract (EJCDC C-700, 2007 Edition). Their provisions are interrelated, and a change in one may necessitate a change in the other. For guidance on the completion and use of this Agreement, see EJCDC User's Guide to the Owner -Engineer Agreement, EJCDC E-001, 2009 Edition. Copyright © 2008 National Society of Professional Engineers 1420 King Street, Alexandria, VA 22314-2794 (703)684-2882 www.nsdM.ort American Council of Engineering Companies 1015 15th Street N.W., Washington, DC 20005 (202)347-7474 www.accc.o American Society of Civil Engineers 1801 Alexander Bell Drive, Reston, VA 20191-4400 (800) 548-2723 www.asee.or Associated General Contractors of America 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308 (703) 548-3118 www.agc.org The copyright for this EJCDC document is owned jointly by the four EJCDC sponsoring organizations and held in trust for their benefit by NSPE. EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services. Copyright D 2008 National Society of Professional Engineers for EJCDC. All rights reserved. DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 TABLE OF CONTENTS Page ARTICLE 1— SERVICES OF ENGINEER ................ . ........ , ......... ,.........,,. 1 1.01 Scope—,.—........ .......... ..... ........ ................ ......... ....,.,. .,..,.... ...........,,..,. 1 ARTICLE 2—OWNER'S RESPONSIBILITIES ................................ ....... .......... ......... ..,,...., .....,.,,.,..1 2.01 General................................................................ ..... .,....... ......... ......... 1 ARTICLE 3 — SCHEDULE FOR RENDERING SERVICES ............................. 2 3.01 Commencement ...... ......... ......... ......... ......... ...............,.,. .,.,,.... ........... ........--2 3.02 Time for Completion .,........ ................... ......... ........ ......... ......... ................ ARTICLE 4 — INVOICES AND PAYMENTS . .. .... ......... ..---- .......... .,....... ......... ..,,..... ...,.,.,..... 2 4.01 Invoices ............................ ......... ,,..a.... ......... ......... .......,........., ..,,...... .....,... ............. 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............ ...... .................. .................. ......... ............. 3 6.01 Standards of Performance .........................--- ...... --- .......... ............. ,.. .................. ,........ ,...3 6.02 Design Without Construction Phase Services..... ...................... ......... .... .......-- 5 6.03 Use of Documents.., .,.,.,... ...,....... ...... ......... ...........5 6.04 Insurance ..................... .... ,,.....,....,.— ..... ,........ . .......... 7 6.05 Suspension and Termination ................................ ......... ......... ........ 7 6.06 Controlling Law ...... ............... ....... ............... ....... ......... ......... ...................... 9 6.07 Successors, Assigns, and Beneficiaries ............... ........ ...,,........ ......, .,,.,.,.. ......,.. .....,.,..„.. 9 6.08 Dispute Resolution-- . . . - . . . ..—., .. ......... ......... .....,....,.,,.... 10 6.09 Environmental Condition of Site ......................................... ......... ......... ......... .........10 6.10 Indemnification and Mutual Waiver ............. ........ ..... —,,. _ ... ,..,.......... ... . 6.11 Miscellaneous Provisions .......................w,...... ....... , ,.... .,......, ..,,,,... ...,,...,.. 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 DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 ENGINEERSJOINT CONTRACT COMMITTEEDOCUMENTS AGREEMENT ENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES THIS IS AN AGREEMENT effective as of 4uova I 0 ,l0 ("Effective Date") between Board of Public Works City of South Bend Indiana ("Owner") and ......._......... American Structurepoint, Inc. ("Engineer"). Owner's Project, of which Engineer's services under this Agreement are a part, is generally identified as follows: West Side Quiet Zone ("Project' Engineer's services under this Agreement are generally identified as follows: Right -of -Way Acquisition services Owner and Engineer further agree as follows: ARTICLE 1— SERVICES OF ENGINEER 1.01 Scope A. Engineer shall provide, or cause to be provided, the services set forth herein and in Exhibit A. ARTICLE 2 — OWNER'S RESPONSIBILITIES 2.01 General A. Owner shall have the responsibilities set forth herein and in Exhibit B. B. Owner shall pay Engineer as set forth in Exhibit C. C. Owner shall be responsible for, and Engineer may rely upon, the accuracy and completeness of all requirements, programs, instructions, reports, data, and other information furnished by Owner to Engineer pursuant to this Agreement. Engineer may use such requirements, programs, Page 1 2019.00359 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional En meets for EJCDC. A111!ghts reserved. DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 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. & 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: am(�� !- ry a 144h"a ���� k of4 rate (31 t yaw; ifs.., hWll fy„ and Page 2 2019.00359 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. AB r' his reserved. DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 2. Engineer may, after giving seven days written notice to Owner, suspend services under this Agreement until Owner has paid in full all non -disputed amounts due for services, expenses, and other related charges. Owner waives any and all claims against Engineer for any such suspension. C. Disputed Invoices: If Owner contests an invoice, Owner shall promptly advise Engineer of the specific basis for doing so, may withhold only that portion so contested, and must pay the undisputed portion. D. Legislative Actions: If after the Effective Date any governmental entity takes a legislative action that imposes taxes, fees, or charges on Engineer's services or compensation under this Agreement, then the Engineer may invoice such new taxes, fees, or charges as a Reimbursable Expense to which a factor of 1.0 shall be applied. Owner shall reimburse Engineer for the cost of such invoiced new taxes, fees, and charges; such reimbursement shall be in addition to the compensation to which Engineer is entitled under the terms of Exhibit C. ARTICLE 5 — OPINIONS OF COST V0fI e ConmftefieffCat r�i�e lei ' °tand 1 ...t.��._ 1 , �rtr 1 1 s� r �t t o.. , ,, ,z,_ .-nish y, kof ovefrfl,",iti- it er l I per- and �m t t Alpo t l cls, 0! uz nstRuAi n "mil in Exhibit B, Wed &W l�fg�lg � r Vo limit mal--k—rzfl I*' �S—�ts psi%ifititr" vr+dl rt—t�t of & . w4 -m ,...uieff ost .. ,, 3e&s,,A my, of Ragineefwcr"r—r-1"aeec-,ter-rcrscra "Pi"..,�ca�-�:"c��rc am r�t� fTtl ARTICLE 6 — GENERAL CONSIDERATIONS 6.01 Standards of Performance A.. Standard of Care: The standard of care for all professional engineering and related services performed or furnished by Engineer under this Agreement will be the care and skill ordinarily used by members of the subject profession practicing under similar circumstances at the same Page 3 2019.00359 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright c0 2008 National Society of Professional En ineers for EJCDC. All rights reserved. DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 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 6.0l.A, Engineer and its Consultants may use or rely upon design elements and information ordinarily or customarily furnished by others, including, but not limited to, specialty contractors, manufacturers, suppliers, and the publishers of technical standards. E. Compliance with Laws and Regulations, and Policies and Procedures: Engineer and Owner shall comply with applicable Laws and regulations. 2, Prior to the Effective Date, Owner provided to Engineer in writing any and all policies and procedures of Owner applicable to Engineer's performance of services under this Agreement. provided to Engineer in writing. Engineer shall comply with such policies and procedures, subject to the standard of care set forth in Paragraph 6.0l.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 Contract Documents Committee (EJCDC C-700, 2007 Edition) unless both parties mutually agree to use other general conditions by specific reference in Exhibit J. H. Engineer shall not at any time supervise, direct, control, or have authority over any contractor work, nor shall Engineer have authority over or be responsible for the means, methods, techniques, sequences, or procedures of construction selected or used by any contractor, or the safety precautions and programs incident thereto, for security or safety at the Site, nor for any Page 4 2019.00359 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All r' hts reserved. DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 failure of a contractor to comply with Laws and Regulations applicable to such contractor's furnishing and performing of its work. Engineer neither guarantees the performance of any Contractor nor assumes responsibility for any Contractor's failure to furnish and perform the Work in accordance with the Contract Documents. Engineer shall not provide or have any responsibility for surety bonding or insurance -related advice, recommendations, counseling, or research, or enforcement of construction insurance or surety bonding requirements. K. Engineer shall not be responsible for the acts or omissions of any Contractor, Subcontractor, or Supplier, or of any of their agents or employees or of any other persons (except Engineer's own agents, employees, and Consultants) at the Site or otherwise furnishing or performing any Work; or for any decision made regarding the Contract Documents, or any application, interpretation, or clarification, of the Contract Documents, other than those made by Engineer. L. While at the Site, Engineer's employees and representatives shall comply with the specific applicable requirements of Contractor's and Owner's safety programs of which Engineer has been informed in writing. 6.02 pies 1.. � ° : �� . Eftineer in nglraph eesl�elu irl l i Ln r A-11-1-le 'ho lm `, 1evmi; . ier—1.' ns- min !Ins ,1:�.a, �r eens0� ...m. t, �:.y�. g n-. at _ Qu"e-Or 1e f a it 4 k e "ult�l o yea t l luri t I t � oti . ig n :,,�,.., 01 1e1 � 1 i t�lservation and Fey- , s i s Own s t11 lni tl� a � at be-eonizeeie d._.iii_al ._. .y to . . Hg Of ", exeeseseiw, 6.03 Use of Documents A. The Owner acknowledges the Engineer's eo*0nK4Wa documents, including all electronic files, as instruments of professional services. Nevertheless, the final construetion documents, including all electronic files, prepared under this agreement shall become the property of the Owner upon completion of services and payment in full of all monies due to the Engineer. The Owner shall not reuse or make any modification to the construction documents without the prior written authorization of the Engineer. mn 1"---in rpt to t11M-ri=11- ��1t6�11 Inper� 1 rie g� pyri al s l - feti e t di,, , " t-ikw . 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. & Either party to this Agreement may rely that data or information set forth on paper (also known as hard copies) that the party receives from the other party by mail, hand delivery, or facsimile, are Page 5 2019.00359 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright 0 2008 National Society of Professional En ineers for EJCDC. All rights reserved. DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 the items that the other party intended to send. Files in electronic media format of text, data, graphics, or other types that are furnished by one party to the other are furnished only for convenience, not reliance by the receiving party. Any conclusion or information obtained or derived from such electronic files will be at the user's sole risk. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern. If the parties agree to other electronic transmittal procedures, such are set forth in Exhibit J. C. Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator, the party receiving electronic files agrees that it will perform acceptance tests or procedures within 60 days, after which the receiving party shall be deemed to have accepted the data thus transferred. Any transmittal errors detected within the 60-day acceptance period will be corrected by the party delivering the electronic files. D. When transferring documents in electronic media format, the transferring party makes no representations as to long-term compatibility, usability, or readability of such documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by the documents' creator. E. Owner may make and retain copies of Documents for information and reference in connection with use on the Project by Owner. Engineer grants Owner a limited license to use the Documents on the Project, extensions of the Project, and for related uses of the Owner, subject to receipt by Engineer of full payment for all services relating to preparation of the Documents and subject to the following limitations: (1) Owner acknowledges that such Documents are not intended or represented to be suitable for use on the Project unless completed by Engineer, or for use or reuse by Owner or others on extensions of the Project, on any other project, or for any other use or purpose, without written verification or adaptation by Engineer; (2) any such use or reuse, or any modification of the Documents, without written verification, completion, or adaptation by Engineer, as appropriate for the specific purpose intended, will be at Owner's sole risk and without liability or legal exposure to Engineer or to its officers, directors, members, partners, agents, employees, and Consultants; (3) Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, and Consultants from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from any use, reuse, or modification of the Documents without written verification, completion, or adaptation by Engineer; and (4) such limited license to Owner shall not create any rights in third parties. F. If Engineer at Owner's request verifies the suitability of the Documents, completes them, or adapts them for extensions of the Project or for any other purpose, then Owner shall compensate Engineer at rates or in an amount to be agreed upon by Owner and Engineer. G. pl - I w' ng n eer-4ml vldt t it. At t , - pon-payfflea� d ' leer. fo"Ulse � Ingiiiee-shoIl-pr..ovlde-4,lte del", 1 a Page 6 2019.00359 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright ©2008 National Socie of Professional Engineers for EJCDC. All rights reserved. DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 L t o rl°ple""t` e Heal or �nwli l iw`ll 1- an . 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."Shall r...x7gerlefMa as 1 p e a ncl- -F� , n� r l wee lel eems: 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-Fingineel-"a interests in the Project. Ownef s � sultants to be li. C,ontraeadcl�iti� �i�l:rrls-itl•�-�pee��-»sn�c���l��i-��r�-i��:le�e•-p�ael�aa�-�lnd�a�rti tour N D. of=ice Engineer shall eaeh-deliver to the Owner other- certificates of insurance evidencing the coverages indicated in Exhibit G. Such certificates shall be furnished prior to commencement of Engineer's services and at renewals thereafter during the life of the Agreement. E. A 1laliie� 'rt ilra sting ale ehalltirra tit flat Engineer-Isand....i~ls-�onsu4wnts i . pit rr-afe�*rer� , OF k iy a we eF7 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 ling-i-eer and to each other additional insured (if any) to which a certificate of insurance has been issued. G. At any time, Owner may request that Engineer or its Consultants, at Owner's sole expense, provide additional insurance coverage, increased limits, or revised deductibles that are more protective than those specified in Exhibit G. If so requested by Owner, and if commercially available, Engineer shall obtain and shall require its Consultants to obtain such additional insurance coverage, different limits, or revised deductibles for such periods of time as requested by Owner, and Exhibit G will be supplemented to incorporate these requirements. 6.05 Suspension and Termination A. Suspension: By Owner: Owner may suspend the Project for up to 90 days upon seven days written notice to Engineer. Page 7 2019.00359 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copynht ©2008 National Society of Professional En ineers for EJCDC. All rights reserved. DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 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: 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. La 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. For convenience, a. By Owner effective upon Engineer's receipt of notice from Owner. C. Effective Date of Termination: The terminating party under Paragraph 6.053 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: Page 8 2019.00359 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright c0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 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.B 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. 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. Owner agrees that the substance of the provisions of this Paragraph 6.07.0 shall appear in the Contract Documents. Page 9 2019.00359 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright c0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 6.08 Dispute Resolution if he-t"eed r-e ' —Aril l 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. A. 14ffi4ultwr.. . Wig. V 1­p _4�e4s ��1n .ere is a#U,. wrier re l snts 1.0 � tl l c wt�t a ledg t tt t 1` 1= ltl r t1ah . Wexist C , 1f .flgif , n ., ,.. w. 1 "4046-t efft of ConeemaA the.". 11l�1e�l upPlate 01, me"'al of 1 1 y ltt I r�lwst0`l: D1i r a t 111st' �..Oo I Il '" 1 1 neoun. -m- s l tart edialleti , , aft sel n 'will- Wn MillBout Suspend ped4manee-4 tr11et11 4e-ident'. 1; ns apt r WWMOV4e El1e �111atitellt: :" f1�''e1"i3�11d• - �-�tl�tl�t�-tl°,° rnla " " a a�1 r I like "� . �*sW ft t � 1.1-..v.ra'' k 1 the �. .l<raa�gineel;eris; tlewgrnnt lhal'� leptn +pep fill egU, adjust it en at -ion oF ti ' w-o.eefflp9 , both "f" . 111 r e ai, .. s' �ae4 :° E11i1en11e1taflewplrnnpenatieland 1abA�l 11arlerl�l wl1i+arr � WA .. , ,ems , �be eneoant(fed at EIVIVI Atf eein-eat-, 6.10 Indemnification and Mutual Waiver A. Indemnification by Engineer: To the fullest extent permitted by law, Engineer shall indemnify and hold harmless Owner, and Owner's officers, directors, members, partners, agents, consultants, Page 10 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Co vn ht © 2008 National Socie of Professional En ineers for EJCDC. All rights reserved. _.�P_._............ ._._._.....wawa 2019.00359 DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 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 ofNegligence: 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 party and in part by the negligence of the other party or any other negligent entity or individual, shall not exceed the percentage share that the party's negligence bears to the total negligence of Owner, Engineer, and all other negligent entities and individuals. E. Mutual Waiver: To the fullest extent permitted by law, Owner and Engineer waive against each other, and the other's employees, officers, directors, members, agents, insurers, partners, and consultants, any and all claims for or entitlement to special, incidental, indirect, or consequential damages arising out of, resulting from, or in any way related to the Project. 6.11 Miscellaneous Provisions A. Notices: Any notice required under this Agreement will be in writing, addressed to the appropriate party at its address on the signature page and given personally, by facsimile, by registered or certified mail postage prepaid, or by a commercial courier service. All notices shall be effective upon the date of receipt. B. Survival: All express representations, waivers, indemnifications, and limitations of liability included in this Agreement will survive its completion or termination for any reason. C. Severability: Any provision or part of the Agreement held to be void or unenforceable under any Laws or Regulations shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon Owner and Engineer, which agree that the Agreement shall be reformed to Page 11 2019.00359 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Sockty mat professional Engineers for EJCDC. All rights reserved. DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 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: 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. 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. Construction Contract — The entire and integrated written agreement between Owner and Contractor concerning the Work. 6, Construction Cost — The cost to Owner of those portions of the entire Project designed or specified by Engineer. Construction Cost does not include costs of services of Engineer or other design professionals and consultants; cost of land or rights -of -way, or compensation for damages to properties; Owner's costs for legal, accounting, insurance counseling or auditing services; interest or financing charges incurred in connection with the Project; or the cost of other services to be provided by others to Owner pursuant to Exhibit B of this Agreement. Construction Cost is one of the items comprising Total Project Costs. Constituent of Concern — Any substance, product, waste, or other material of any nature whatsoever (including, but not limited to, Asbestos, Petroleum, Radioactive Material, and PCBs) which is or becomes listed, regulated, or addressed pursuant to (a) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. ("CERCLA"); (b) the Hazardous Materials Transportation Act, 49 U.S.C. Page 12 2019.00359 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Co ri t c0 2008 National Society of Professional Engineers for EJCDC. AB rights reserved. DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 §§1801 et seq.; (c) the Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. ("RCRA"); (d) the Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; (e) the Clean Water Act, 33 U.S.C. §§1251 et seq.; (f) the Clean Air Act, 42 U.S.C. §§7401 et seq.; and (g) any other federal, state, or local statute, law, rule, regulation, ordinance, resolution, code, order, or decree regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic, or dangerous waste, substance, or material. 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. 16. Laws and Regulations; Laws or Regulations — Any and all applicable laws, rules, regulations, ordinances, codes, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction. 17. Owner — The individual or entity with which Engineer has entered into this Agreement and for which the Engineer's services are to be performed. Unless indicated otherwise, this is the same individual or entity that will enter into any Construction Contracts concerning the Project. 18. PCBs — Polychlorinated biphenyls.. Page 13 2019.00359 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright c0 2008 National Socie of Professional Engineers for EJCDC. All rights reserved. DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 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. 21 Reimbursable Expenses — The expenses incurred directly by Engineer in connection with the performing or furnishing of Basic and Additional Services for the Project. 24. Resident Project Representative — The authorized representative of Engineer assigned to assist Engineer at the Site during the Construction Phase. As used herein, the term Resident Project Representative or "RPR" includes any assistants or field staff of Resident Project Representative agreed to by Owner. The duties and responsibilities of the Resident Project Representative, if any, are as set forth in Exhibit D. 25. Samples — Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and which establish the standards by which such portion of the Work will be judged. 26. Shop Drawings — All drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of the Work. 27. Site — Lands or areas to be indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed, including rights -of -way and easements for access thereto, and such other lands furnished by Owner which are designated for the use of Contractor. 28. Specifications — That part of the Contract Documents consisting of written technical descriptions of materials, equipment, systems, standards, and workmanship as applied to the Work and certain administrative details applicable thereto. 29. Subcontractor — An individual or entity having a direct contract with Contractor or with any other Subcontractor for the performance of a part of the Work at the Site. 30. Substantial Completion — The time at which the Work (or a specified part thereof) has progressed to the point where, in the opinion of Engineer, the Work (or a specified part thereof) is sufficiently complete, in accordance with the Contract Documents, so that the Page 14 2019.00359 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright 0 2008 National society or Professional Engineers for EJCDC. AB rights reserved. DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 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� it 1 , F uti �l hid ....a .... l i a tth ol:.-lsi t l pres a4iv :-NOT INCLUDED II —1� E N tie�rf lJ , f ; NOT INCLUDED F.;i , ri,t NOT INCLUDED G. Exhibit G, Insurance. w Dispute Resolution,NOT INCLUDED 1. Exhibit 1, Limitations of Liability. NOTINCLUDED aef � ineei AgfeementNOT INCLUDED Page 15 2019.00359 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright c0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 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: 1. "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 2019.00359 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All right! reserved DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the Effective Date of which is indicated on page 1. Owner: City of South Bend, Indiana Board of Public Works If �1111 By: _IT/,Qt;k —, e Title: Gary A. Gila ', President By: ............�..__....__......... Title: Elizabeth A.���__ Maradik'Member By: Title: -"1 eres �J, BY Title. _,,­'(,'auia L. O'Sulllva, Member BY: . ............ _. Title: Suzanna M. Fritzberg, Member Attest �r t Title 1,inda Martin, CIA Date: 3 / i ­� / D_ 0 ( 9 Engineer: American Structurepoint, Inc. By: F!K&,r� 4uwsu Title: i`viik�i�, Team Leader, Road Group Date: 2/28/2019 Engineer License or Firm's Certificate No. State of Indiana Address for giving notices: Address for giving notices: 227 West Jefferson Boulevard 7260 Shadeland Station South Bend, Indiana 46601 Indianapolis, Indiana 45256 Designated Representative (Paragraph 8.03.A): Designated Representative (Paragraph 8.03.A): Kara M. Boyles, Ph.D., P.E. Sylvia Tennancour Title: Ci En ineer Phone Number: (574) 235-5933 Facsimile Number: (574) 235-9171 E-Mail Address: lobo les ci)sc)utlabenclin. ov Title: Land Acquisition Manager Phone Number: (317) 547-5580 Facsimile Number: (317) 543-0270 E-Mail Address: sennancour@structurepoint.com Page 17 2019.00359 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 This is EXHIBIT A, consisting of 10 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated , Enizineer'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 A1.01 Right -of -Way Services A. Right -of -Way Management and Supervision 1. Engineer shall be responsible for administering, scheduling, and coordinating all activities necessary to certify right-of-way has been acquired and the project is clear for construction letting. This responsibility shall include: a. Meetings, conferences, and communications with property owners, relocatees, attorneys, engineers, appraisers, buyers, and Owner b. Revisions to construction plans, right-of-way plans, plats, legal descriptions, and right-of-way stake -outs that may be required 2. These right-of-way services include all reasonable services as required to secure all parcels based on the approved engineering design or to recommend to the Owner that condemnation proceedings be filed. 3. The Engineer shall make arrangements for delivery of payment to each property owner and/or relocatee. B. Title Research Services 1. Preparation of Title and Encumbrance Reports — Permanent Right -of -Way a. A Title and Encumbrance Report will be provided for each permanent right-of- way parcel. The Title and Encumbrance Report will be created by adequately researching all available records and documenting the research to identify all parties or entities having any ownership interest in the property to be acquired, including an abstract of all pertinent data, legal descriptions, all liens (taxes, mortgages, and recorded judgments), assessments, taxes, and any encumbrances against the property. 2. Supplemental Title and Encumbrance Reports (Updates) Page 1 (Exhibit A — Engineer's Services) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 When requested, the Engineer shall provide title work from the date of the original Title and Encumbrance Report to the present date. The Engineer shall provide the following, in duplicate: a. A cover sheet that identifies any changes and the associated recording documents. In addition, the Engineer shall note the current status of the taxes. b. Copies of any documents recorded since the date of the original Title and Encumbrance Report that affect the caption property. C. Appraising 1. Information pertaining to the Appraisers shall be submitted to Owner prior to Owner giving the Notice to Proceed on the Appraising. 2. The Appraiser(s) shall be a licensed appraiser in the State of Indiana. 3. No services by the Appraiser(s) shall be sublet, assigned, or otherwise performed by anyone other than the Appraiser(s). 4. Should the quality and/or progress of the appraisals be deemed unsatisfactory, the Owner may terminate the services of the Appraiser(s) by giving five (5) days written notice. The earned value of the services performed shall be based upon an estimate of the portion of the services as have been rendered by the Appraiser(s) to the date of termination. All services, completed or partially completed, shall become the property of the Owner. 5. The Appraiser(s) shall examine the plans for this project and review in the field the various parcels herein designated. 6. The Appraiser(s) shall give the owner of each parcel to be appraised the opportunity to accompany the Appraiser(s) during the inspection of the parcel. 7. The Appraiser(s) shall follow accepted principles and techniques in evaluation of real property in accordance with state laws. Any appraisal that does not meet requirements shall be further documented or reappraised, as the case may be, without additional compensation to the Appraiser(s). 8. The Appraiser(s) shall furnish the Owner with a comparable sales docket consisting of sufficient current sales data in the vicinity of the Project to establish a pattern of values. Each comparable property shall be identified by photograph and shall be located on county or township maps that shall be a party of the comparable sales docket. 9. The Appraiser(s) shall not give consideration to nor include in the appraisal any allowance for relocation assistance benefits. Page 2 (Exhibit A - Engineer's Services) EICDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright 0 2008 National Society of Professional Engineers for EICDC. All rights reserved. DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 10. Where an entire property is to be acquired, the estimate of just compensation shall be the fair market value of the property. Where only part of a property is to be acquired, the estimate of just compensation shall be that amount arrived at in accordance with the laws governing just compensation applicable to the acquiring agency, including those laws governing compensable and non-compensable items and the treatment of general and special benefits. For whole or partial acquisitions, the appraisal report shall show what in the appraiser's judgment is a reasonable allocation of the "before value" to the various land, building, and other improvement components. For partial acquisitions, the appraisal report shall further show a similar allocation of the "after value." 11. In estimating just compensation for the acquisition of real property, appraisal reports shall to the greatest extent practicable under state law, disregard any decrease or increase in the fair market value of the real property prior to the date of valuation caused by the public improvement for which such property would be acquired for such improvement, other than that due to physical deterioration within the reasonable control of the owner. 12. Documentation of estimates of value (either the before, the after, or the acquisition value) of damages and/or of special benefits shall be by the most applicable and appropriate means available. If support for the after value by the usual methods of market or income data or indications from severance damage studies is not feasible, the Appraiser(s) shall so state and explain why it is not feasible. In such instances, the Appraiser(s) must then fully explain the reasoning for the after value estimate. 13. The Appraiser's report shall conform to statutory and judicial determinations regarding non-compensable items. a. The purpose of the appraisal, which includes a statement of value to be estimated and the rights or interests being appraised. b. Identification of the property and its ownership, including at least a 5-year delineation of title. c. Statement of appropriate contingent and limiting conditions, if any. d. An adequate description e. Identified photographs of the subject property, including all principal above- ground improvements or unusual features affecting the value of the property to be acquired or damaged. f. An identification or listing of the buildings, structures, and other improvements on the land, as well as the fixtures that the Appraiser considers to be a part of the real property to be acquired. g. The estimate of just compensation for or resulting from the acquisition. In the case of a partial acquisition, where appropriate, the Appraiser(s) shall make a Page 3 (Exhibit A — Engineer's Services) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for ETCDC. All rights reserved. DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 reasonable allocation of the estimate of just compensation for the real property to be acquired and for damages and/or special benefits to remaining real property. h. The date(s) on which and/or as of which, as appropriate, the just compensation is estimated. The effective date of value estimate must be the last day of inspection. i. The certification, signature, and date of signature of the Appraiser(s). j. Other descriptive material (maps, charts, plans, and photographs). k. That the property owner was given the opportunity to accompany the Appraiser(s) during the inspection of the property. 14. Appraisal reports shall be prepared in ink or typewritten and dated and signed by the individual making the appraisal. 15. Each appraisal report shall contain an appraiser's certification. A new certificate shall be prepared where there is a change in the appraisal report that affects the estimate of just compensation or changes the date of valuation. An exception to including all requirements in each appraisal report is permitted where project data containing the same information has been developed to supplement the reports. In such instances, an appropriate reference to the information may be considered as equivalent to its inclusion in the appraisal report. 16. The Appraiser(s) agrees/agree to furnish one white copy and one green copy of the appraisal report. 17. The Appraiser(s) agrees/agree to updating reports for one year after the initial completion of the report and/or testifying in court on behalf of the Owner on any of the parcels described herein. 18. All information contained in the appraisal report and all parts thereof are to be treated as a privileged communication. The Appraiser(s) shall take all necessary steps to ensure neither he/she nor any member of his/her staff or organization divulges any information concerning the report except to a duly authorized representative of the Owner, until authorized in writing by the Owner to reveal the communication to another designated party. D. Buying 1. The Engineer shall perform the buying services covered by this Agreement through the services of a subconsultant. The Buyer shall be a licensed real estate broker in the State of Indiana or an attorney licensed to practice law in the State of Indiana. 2. No services by the Buyer shall be sublet, assigned, or otherwise performed by anyone other than the Buyer. Page 4 (Mahihit A — Engineer's Services) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 3. The Buyer shall make every reasonable effort to acquire expeditiously parcels listed herein. 4. The Buyer shall make a prompt offer to acquire each parcel for the full amount that has been established and approved as just compensation for the acquisition. The Uniform Property or Easement offer letter shall be given each parcel owner or sent by certified mail with return receipt requested. 5. Upon initiation of buying, the Buyer shall provide owner of real property to be acquired with a written statement of, and a summary of the basis for, the amount that has been established by the Owner as just compensation for the proposed acquisition. 6. The Buyer shall perform the services under this Agreement in compliance with the Indiana Department of Transportation's Buyers Procedure Manual in addition to the following regulations: a. Make all reasonable efforts to personally contact each owner or his designated representative, explain the acquisition, and offer in writing the approved estimate of just compensation. When all efforts to make a personal contact have failed, or in the event the property owner resides out of state, the owner may be contacted by certified or registered first-class mail or other means appropriate to the situation. b. The owner of improvements located on lands being acquired for right-of-way should be offered the option of retaining those improvements at a retention value determined by the Buyer and approved by the Owner. c. A revised offer and summary statement of just compensation shall be provided to the owner if the extent of the taking is revised. d. The Buyer shall maintain adequate records to include a report for each parcel containing but not limited to: 1) The date and place of contact 2) Parties of interest contacted 3) Offer made 4) Counter-offer or reasons offer was not accepted 5) The report must be signed and dated by the Buyer, and initiated by the person contacted. e. The property owner may be given a copy of the report on each contact. f. When attempts to buy are unsuccessful, the Buyer shall prepare his/her recommendation for action and submit it to the Owner. Page 5 (Exhibit A — Engineer's Services) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright 0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 1) The recommendation shall consider administrative settlement, including amount of settlement and reasons for a settlement. 2) Otherwise, a condemnation report shall be filled out, title update ordered, and completed file submitted with the completed file after receiving a completed title update. 7. All information contained in the appraisal shall be treated as confidential. The Buyer is to take all steps to ensure that he/she does not divulge any of this information to anyone other than a duly authorized representative of the Owner unless authorized in writing by the Owner to reveal the information to another designated party. 8. Should the quality and/or progress of the buying be unsatisfactory, the Owner may terminate the services of the Buyer by giving five (5) days written notice. The earned value of the services performed shall be based upon the percentage of services completed at the time of the termination. All records of the Buyer and services completed or partially completed, shall become the property of the Owner. 9. If condemnation services are required, the Engineer can provide them as an Additional Service. E. Recording 1. Unless the Owner takes charge of recordation, the Engineer shall record all documents necessary to provide clear title to the Owner. This may include but is not necessarily limited to deeds, easements, partial mortgage releases, etc. F. Relocation Assistance 1. Engineer shall provide Relocation Assistance for each person, family, business, farm operator or non-profit organization being displaced by the project. 2. Engineer shall provide all necessary relocation and advisory services and compute payment for each parcel to be relocated. The provision of such services shall be in accordance with current state or federal regulations, as directed by the Owner. 3. Should the Owner choose to provide federal entitlements, the booklet "Relocation and You" will be given to each displacee at the earliest possible contact. A-1-04..... .lr 4,--Pr-epaFation of reeeIA l.()fl W, lhe-W* io ter t vi e v e l G e�uenE a ­At uat . ' Page 6 (Exhibit A - Engineer's Services) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 statelE x ; and ass-staneeVa1 ms� �k't� �k�r of tile 12fo`eei A eW'd ID& '� �'Qu 1 'dTing, but ro B thod of fimnerE an, ° Spe.wf G When sueh Fel Si causes „ � 1 � re s—:-at -fitn IF than Basle "eMeel", ne r 11. 14-eparing for, eaoMinating with,mn Y ` g4 r"x-)nd-� nA eW ewle n; r-ev4ew-EoeesscT udin mil ' T Eel uk7 ref %Al £EI-BP?li'lE..,��IW.w fequee aP n4 e Page 7 (Exhibit A - Engineer's Services) E7CDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 S7[TILViTf than a , and any type of pmperty suiveys or relate peeial-fi-eld-Atfweys Y15-- readiness for Anal payment of Gontmeior- 16, Providint a4si9tanee in r4asponding to the presenee of 11my Constituent of Gen Sol at Me P"—.PFepat'" s infonnafien, fir,. a Di "ne 18, P#= p moon- afbitfA60R, or other- . . . " SPOWFOS0109011 PPOOSSS related to the certifleation s reqy andsystel to and systems ° a -de equipment-aiid-sy4oind IN Mated jveoi-A keeping. � work,24, Overtime req-tha. ixeef is Aiai i mmediately eo nme#'li • )eAfi)i+n-of need nOf: 0 peei fie advanee m4ten -atAbefinake, them OwnefOmwmnmen �C�i"i�ii'�� . ° .' �t�--;lttE'��- ��i�i�°°--�i''i�iiu�-• ktj��•-t"!:'y���..°°°°,��`r'a=xx"air--11i'��4k�' Page 8 (Exhibit A - Engineer's Services) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for ETCDC. All rights reserved. DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 2. Fik . kii & f C �x�+ ifld 'x..... 45 �rB�Cri� B #�k��F � "r6 �r equal" . °k"'�r� del a of au e c ve t� a aet of pro a, c -meter proposed befi)re or after- awai-d of die 3-.--8e ' rest*g a Ile el oil- eqwpment, oAag s ---Rz�'cvi�ri��w "pyr 66 of GO" ihe-W i•�i .. c Gone 1"i"l"""M"Tf. a "'T"��� .a��—CT[� C'��C;i�'7f e7"£' �""' d5uro �',�� �� �FT•1T;. 1 gy f4 • g u + yeti fleg , , r e k de �en�iu r,.s ,� .6uiuukcr ux ion- 610, unfeas able ive c r c e a e r +.en-wthe-Wo ro n n y ngi ee�� ,,ta -41i d'i, w r der- . age as+ITeetivDate 10-tat -weed, these n,a ray r t l ": -pe ne y em , me;,- iv PART 3 - SCHEDULE A2.03 Schedule No work under this Agreement shall be performed by Engineer until the Engineer receives a written notice to proceed from the Owner. All work by Engineer under this Agreement shall be completed and delivered to the Owner for review and approval within the approximate time periods shown in the following submission schedule: Page 9 (Exhibit A — Engineer's Services) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for ETCDC. All rights reserved. DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 Appraisals and documentation within 45 days after the notice to proceed with the appraisals 2. Buying and documentation within 180 days after receipt of notice to proceed with buying on each parcel Page 10 (Exhibit A — Engineer's Services) EJCDC B-500 Agreement Between Owner and Engineer for Professional Services Copyright 0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 This is EXHIBIT B, consisting of 3 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated , Owner's Responsibilities Article 2 of the Agreement is supplemented to include the following agreement of the parties. B2.01 In addition to other responsibilities of Owner as set forth in this Agreement, Owner shall at its expense: A. Provide Engineer with all criteria and full information as to Owner's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility, and expandability, and any budgetary limitations; and furnish copies of all design and construction standards which Owner will require to be included in the Drawings and Specifications; and furnish copies of Owner's standard forms, conditions, and related documents for Engineer to include in the Bidding Documents, when applicable. B. Furnish to Engineer any other available information pertinent to the Project including reports and data relative to previous designs, or investigation at or adjacent to the Site. C. Following Engineer's assessment of initially -available Project information and data and upon Engineer's request, furnish or otherwise make available such additional Project related information and data as is reasonably required to enable Engineer to complete its Basic and Additional Services. Such additional information or data would generally include the following: 1. Property descriptions. 2. Zoning, deed, and other land use restrictions. 3. Property, boundary, easement, right-of-way, and other special surveys or data, including establishing relevant reference points. 4. Explorations and tests of subsurface conditions at or contiguous to the Site, drawings of physical conditions relating to existing surface or subsurface structures at the Site, or hydrographic surveys, with appropriate professional interpretation thereof. 5. Environmental assessments, audits, investigations, and impact statements, and other relevant environmental or cultural studies as to the Project, the Site, and adjacent areas. 6. Data or consultations as required for the Project but not otherwise identified in the Agreement or the Exhibits thereto. D. Give prompt written notice to Engineer whenever Owner observes or otherwise becomes aware of the presence at the Site of any Constituent of Concern, or of any other development that affects the scope or time of performance of Engineer's services, or any defect or nonconformance in Engineer's services, the Work, or in the performance of any Contractor. Page 1 (Exhibit B — Owner's Responsibilities) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright 0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 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 M. If Owner designates a construction manager or an individual or entity other than, or in addition to, Engineer to represent Owner at the Site, define and set forth as an attachment to this Exhibit B the duties, responsibilities, and limitations of authority of such other party and the relation thereof to the duties, responsibilities, and authority of Engineer. N. If more than one prime contract is to be awarded for the Work designed or specified by Engineer, designate a person or entity to have authority and responsibility for coordinating the activities among the various prime Contractors, and define and set forth the duties, responsibilities, and limitations of authority of such individual or entity and the relation thereof to the duties, Page 2 (Exhibit B — Owner's Responsibilities) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 responsibilities, and authority of Engineer as an attachment to this Exhibit B that is to be mutually agreed upon and made a part of this Agreement before such services begin. O. Attend the pre -bid conference, bid opening, pre -construction conferences, construction progress and other job related meetings, and Substantial Completion and frial 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. Page 3 (Exhibit B —Owner's Responsibilities) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright 0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 This is EXHIBIT C, consisting of 2 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated , Payments to Engineer for Services and Reimbursable Expenses COMPENSATION PACKET BC-1: Basic Services — Lump —Sum —Cost per Unit Fee 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) — ,. ew. Cost per Unit Fee A.°° e,. w~1,11 pay ring.-fleer- ko. `'The Engineer will be paid for the services set forth in Exhibit A based on the specific cost per unit multiplied by the actual units of work. Estimated unit costs are shown in Appendix 2 to this Exhibit C, which is attached hereto and incorporated herein. The final amount will be adjusted according to the actual Subconsultant invoices; however, the final amout shall not exceed $16,030 unless and until a supplemental agreement is executed. One parcel is assumed. B. The Engineer shall not be paid for any service performed by the Owner or not required to develop this project. �, �.�..»�-�r--t.�-e�t�>��%an-U�3�a��-��o��i•������1.1�0�� ieei a t11H1141Y Fl W note ie , ppro � . r .. .x � �:ti--��&-�i�. �#[�l�l•1+6t.'-»��-"4�f+i;-� . ��'�;��ii�"-"-4 Article 4 of the Agreement is supplemented to include the following agreement of the parties: ARTICLE 4 — INVOICES AND PAYMENTS C4.01 The Engineer may submit a maximum of one invoice voucher per calendar month for work covered under this Agreement. The invoice voucher shall be submitted to the Owner. The invoice voucher shall represent the value, to the Owner, of the partially completed work as of the date of the invoice voucher. The Engineer shall attach thereto a summary of each pay item in Section C2.01A, percentage completed, and prior payments. Page 1 Exhibit C -Compensation Packet BC-1: Basic Services (other than RPR) - limit- Cost per Unit Fee EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 C4.02 The Owner, for and in consideration of the engineering services provided for in Exhibit A, agrees to pay to the Engineer for rendering such services the fees established about in the following manner: a. For completed work, and upon receipt of invoices from the Engineer and the approval thereof by the Owner, payments covering the work performed shall be due and payable to the Engineer. b. From the partial payment thus computed, there shall be deducted all previous partial fee payments made to the Engineer. C4.03 In the event of the substantial change in the scope, character or complexity of the work in the project, the maximum fee payable and the specified fee adjusted in accordance with Article 3. Page 2 Exhibit C —Compensation Packet BC-1: Basic Services (other than RPR) — p-S um• of-Paytment-Cost per Unit Fee MCDC P 500 Agreement Between Owner and Engineer for Professional Services. Copyright 0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 Unit Fee Proposal This is Appendix 2 to EXHIBIT C, consisting of 2 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated , Page 1 Exhibit C — Appendix 2: Sir edale Unit Fee Proposal ETCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. DocuSign Envelope ID: 29557F4F-778D-4E36-838C-D2E4BB27ECCB *if LPA records necessary documents, the Recording fee will not be billed. Legal description fee Is complimentary. DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 This is EXHIBIT G, consisting of 2 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated , 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 $ 1,000,000 $ 1,000,000 $ 1,000,000 $ 2,000,000 $ 10,000,000 $ 10,000,000 e. Automobile Liability --Combined Single Limit (Bodily Injury and Property Damage): Each Accident $ 1,000,000 f. Professional Liability — 1) Each Claim Made $ 5,000,000 2) Annual Aggregate $ 5,000,000 g. Other (specify): $ 2. By Owner: Page 1 (Exhibit G - Insurance) EICDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EICDC. All rights reserved. DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 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: 1`41f phe lim".w " °.. 1} E die4i we"shall ta-1 itlal insuized1�'Tty 3. The Owner shall be listed on Engineer's general liability policy as provided in Paragraph 6.04.A. Page 2 (Exhibit G - Insurance) EICDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EICDC. All rights reserved. DocuSign Envelope ID: 295F7F4F-778D-4E36-838C-D2E4BB27ECC8 This is EXHIBIT I, consisting of 1 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated , 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). 1ncsrtci�r�-i ',: _Claims, M ylhel�otlliiga ga"`i 1 m Y T' j,q"y �yy. +81i--"""'W' 1 nd-1g,a R^z*iesawT' 'rJi'!'�CFfTteef , , mw, .��,, n ,s, 4e, of Fngineetof empiffeei, am' m 1? it ny a laimi s h o (l owner l r aaa all HI unfits l l` r fYs I t 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 — Limitations of Liability) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright 0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 3/4/19 Department Public Name Becca Plantz Works BPW Date 3/12/19 Phone Extension 5998 �R '. mmmn�au�mrv��m�wn��w�w� wmwaw,�nn�w���or�wrriudw�u�aRwuuu rsmuu�mwmuwwummmwwuuimmuuuuuuuuermmr�wrau�uuuc�au��o��+n: Require Prior to Submittal to Board BPW Attorney Attorney Name � �Clara M+cll►anicls � � �� ............��.____...����_.._. Dept. Attorney Attorney Name Purchasing El Check the Appropriate Item Type _. Professional Services Agreement ❑ Contract Open Market Contract ❑ Amendment/Addendum ❑ Bid Opening I Bid Award ❑ Quote Opening Quote Award Proposal Opening ❑ C/O & PCA No. ❑ Chg. Order, No. ❑ Traffic Control Other: Reaoi:red Information All Submissions LJ Proposal [] Special Purchase, QPA F] Req. to Advertise ❑ Reject Bids/Quotes ❑ PCA �] Resolution Ease./Encroach ❑ Title Sheet Company or Vendor Name American Stroctare°aarot, Inc. WWWWW mmm EJ If Yes Approved b Purchasing ❑ Pp y mg New Vendor No MBE/WBE Contractor ❑ MBE Completed E-Verify Form Attached El Nos WBEProject Name West Side (quiet Zone Project Number 117-114 Funding Source _ LRSA Capital Projects Account No. 251-0602-431.42-96 Amount $16,030.00 Terms of Contract . Cost per Unit Fee Purpose/Description A xreemenk with American Stqtr LcT,c it�t, Inc. for Right -of -Way isitioi services within the West Side Qu gtITZone. For Chanaze Orders OnI Amount of El Increase $ ❑ Decrease ($ �.�............�.................. m_ Previous Amount $ Current Percent of Change: New Amount Total Percent of Change: Time Extension Amount: New Completion Date: Increase Decrease mm'► Increase Decrease m_.........%