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HomeMy WebLinkAboutProfessional Services Agreement - DLZ Indiana LLC - Douglas Road Lift Station1316 COUNTY -CITY BUILDING 227 W. JEFFERSON BOULEVARD SOI ITH BEND. INDIANA 46601-1930 CITY OF SOUTH BEND PETE BUTTIGIEG, MAYOR BOARD RDPUBLIC WORKS March 26, 2019 Andrew Lemberis DLZ Indiana, LLC 2211 E. Jefferson Blvd. South Bend, IN 46615 RE: Professional Services Agreement Dear Mr. Lemberis: PHONE 574/235-9251 FAx 574/235-9171 The Board of Public Works, at its meeting held on March 26, 2019, approved the above referenced agreement regarding engineering and right-of-way services for the replacement of the Douglas Road Lift Station in the amount of $108,800. 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 GENEVIEVE MILLER ELIZABETH A. MARADIK LAURA O'SULLIVAN THERESE J. DORAU ,.EJ'CD C ENGINEERS JOINT CONTRACT DOCUMENTS COMMITTEE AGREEMENT .BETWEEN OWNED.. AND ENGINEER FOR PROFESSIONAL SERVICES THIS IS AN AGREEMENT effective as of 3/26 2019 ("Effective Date") between City of South Bend acting by and through the Board of Public Works ("Owner") and DLZ Indiana, LLC, 2211 East Jefferson Blvd. South Bend, Indiana 46615 ("Engineer"). Owner's Project, of which Engineer's services under this Agreement are a part, is generally identified as follows: DOUGLAS ROAD LIFT STATION RELOCATION ("Project") ............... Engineer's services under this Agreement are generally identified as follows: Professional engineering services for the City's relocation of the Douglas Road lift station and sanitary sewer forcemain due to conflicts with the Douglas Road Reconstructions Project Des. No. 1400639 project, which includes added travel lanes and bridge reconstruction from Ivy Road to S.R. 23. The Douglas Road lift station relocation will be incorporated into the construction documents as appropriate for the Douglas Road Reconstruction project phases. The overall scope of the Douglas Road Reconstruction project is anticipated to be separated into two construction contracts. Phase 1 includes the Douglas Road / Ironwood Road intersection and the Douglas Road and Ironwood Road bridges over Juday Creek. Phase 2 is anticipated to include road reconstruction from Ivy Road to approximately 900 feet west of Ironwood Road, and from the Douglas Road bridge over Juday Creek to SR 23. The existing Douglas Road lift station pumping capacity is 1,250 gallons per minute (gpm) and the existing 10" forcemain located under the proposed Douglas Road lane additions is approximately 2,700 feet in length. The existing lift station will be replaced with a submersible duplex pump station with an automatic transfer switch and plug for portable generator connection. An on -site emergency generator will be included as an alternate bid item. The proposed lift station will include submersible pumps having the same flow rate, total dynamic head and horsepower design parameters as the existing pumps. The existing lift station will be maintained in operation until the new lift station is operational. The existing lift station will be abandoned and demolished. The sanitary sewer relocation will consist of approximately 2,700 lineal feet of 10-inch forcemain relocation, addition of pressure relief valves where required, and approximately 150 lineal feet of 12- inch gravity sanitary sewer pipe and manholes. Refer to Exhibit A, Figure No. 1 for the Project Limits Map. Page l EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 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, 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 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. 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. 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 30 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: 1. Amounts due Engineer will be increased at the rate of 1.0% per month (or the maximum rate of interest permitted by law, if less) from said thirtieth day; and 2. Engineer may, after giving seven days written notice to Owner, suspend services under this Agreement until Owner has paid in full all amounts due for services, expenses, and other related charges. Owner waives any and all claims against Engineer for any such suspension. C. Disputed Invoices: If Owner contests an invoice, Owner shall promptly advise Engineer of the specific basis for doing so, may withhold only that portion so contested, and must pay the undisputed portion. D. Legislative Actions: If after the Effective Date any governmental entity takes a legislative action that imposes taxes, fees, or charges on Engineer's services or compensation under this Agreement, then the Engineer may invoice such new taxes, fees, or charges as a Reimbursable Expense to which a factor of 1.0 shall be applied. Owner shall reimburse Engineer for the cost of such invoiced new taxes, fees, and charges; such reimbursement shall be in addition to the compensation to which Engineer is entitled under the terms of Exhibit C. ARTICLE 5 — OPINIONS OF COST 5.01 Opinions of Probable Construction Cost A. Engineer's opinions of probable Construction Cost are to be made on the basis of Engineer's experience and qualifications and represent Engineer's best judgment as an experienced and qualified professional generally familiar with the construction industry. However, because Engineer has no control over the cost of labor, materials, equipment, or services furnished by others, or over contractors' methods of determining prices, or over competitive bidding or market conditions, Engineer cannot and does not guarantee that proposals, bids, or actual Construction Cost will not vary from opinions of probable Construction Cost prepared by Engineer. If Owner requires greater assurance as to probable Construction Cost, Owner must employ an independent cost estimator as provided in Exhibit B. Page 3 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright 0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 5.02 Designing to Construction Cost Limit A. If a Construction Cost limit is established between Owner and Engineer, such Construction Cost limit and a statement of Engineer's rights and responsibilities with respect thereto will be specifically set forth in Exhibit F, "Construction Cost Limit," to this Agreement. 5.03 Opinions of Total Project Costs A. The services, if any, of Engineer with respect to Total Project Costs shall be limited to assisting the Owner in collating the various cost categories, which comprise Total Project Costs. Engineer assumes no responsibility for the accuracy of any opinions of Total Project Costs. ARTICLE 6 — GENERAL CONSIDERATIONS 6.01 Standards of Performance A. Standard of Care: The standard of care for all professional engineering and related services performed or furnished by Engineer under this Agreement will be the care and skill ordinarily used by members of the subject profession practicing under similar circumstances at the same time and in the same locality. Engineer makes no warranties, express, 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: 1. 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 6.0l.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 Page 4 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 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 who 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 failure of a contractor to comply with Laws and Regulations applicable to such contractor's furnishing and performing of its work. I. 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 A1.04. 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 Page 5 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Co ri ht © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. .... .. P?' � tY g Wit...... wm�.....wm Construction Phase engineering or professional services except for those services that are expressly required of Engineer in Exhibit A, Paragraph A1.04. 6.03 Use of Documents A. All Documents are instruments of service in respect to this Project, and Engineer shall retain an Ownership and property interest therein (including the copyright and the right of reuse at the discretion of the Engineer) whether or not the Project is completed. 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. The party delivering the electronic files will correct any transmittal errors detected within the 60-day acceptance period. 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. Page 6 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright D 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 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. 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. The parties acknowledge that Owner is a municipal corporation organized under the laws of the State of Indiana. Owner maintains blanket insurance coverage over its 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 No. 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: a. Seven Hundred Thousand Dollars ($700,000) for a cause of action that accrues on or after January 1, 2008; and b. For injury to or death of all persons in that occurrence, Five Million Dollars ($5,000,000); and c. A governmental entity or an employee of a governmental entity acting within the scope of employment is not liable for punitive damages. C. Owner shall require Contractor to purchase and maintain policies of insurance covering workers' compensation, general liability, property damage (other than to the Work itself), motor vehicle damage and injuries, and other insurance necessary to protect Owner's and Engineer's interests in the Project. Owner shall require Contractor to cause Engineer and its Consultants to be listed as additional insured with respect to such liability and other insurance purchased and maintained by Contractor for the Project. D. Engineer shall deliver the certificates of insurance evidencing the coverages indicated in Exhibit G. Such certificates shall be furnished prior to commencement of Engineer's services and at renewals thereafter during the life of the Agreement. E. All policies of property insurance relating to the Project shall contain provisions to the effect that Engineer's and its Consultants' interests are covered and that in the event of payment of any loss or damage the insurers will have no rights of recovery against Engineer or its Consultants, or any insured, additional insured, or loss payees thereunder. F. All policies of insurance shall contain a provision or endorsement that the coverage afforded will not be canceled or reduced in limits by endorsement, and that renewal will not be refused, until at least 30 days prior written notice has been given to Owner 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 Page 7 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services pp it t essio r EJCDC. All rights reserved. Co ri tit 2008 National Society Prof nal Engineers fo 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 Between Owner and Engineer for Professional Services c Society Professional Engineers for EJCDC. All rights reserved. _. , � Copyright 2008 National Socie of Profess ...._m.�� C. Effective Date of Termination: The terminating party under Paragraph 6.05.B may set the effective date of termination at a time up to 30 days later than otherwise provided to allow Engineer to demobilize personnel and equipment from the Site, to complete tasks whose value would otherwise be lost, to prepare notes as to the status of completed and uncompleted tasks, and to assemble Project materials in orderly files. D. Payments Upon Termination: 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 6.05.13.1, 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 6.073 the assigns of Owner and Engineer) are hereby bound to the other party to this Agreement and to the successors, executors, administrators and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements, and obligations of this Agreement. B. Neither Owner nor Engineer may assign, sublet, or transfer any rights under or interest (including, but without limitation, moneys that are due or may become due) in this Agreement without the written consent of the other, except to the extent that any assignment, subletting, or transfer is mandated or restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. C. Unless expressly provided otherwise in this Agreement: 1. Nothing in this Agreement shall be construed to create, impose, or give rise to any duty owed by Owner or Engineer to any Contractor, Subcontractor, Supplier, other individual or entity, or to any surety for or employee of any of them. 2. All duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of Owner and Engineer and not for the benefit of any other party. Page 9 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright 0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 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 A. Owner and Engineer agree to negotiate all disputes between them in good faith for a period of 30 days from the date of notice prior to invoking the procedures of Exhibit H or other provisions of this Agreement or exercising their rights under law. B. If the parties fail to resolve a dispute through negotiation under Paragraph 6.08.A, then either or both may invoke the procedures of Exhibit H. 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-day notice. F. Owner acknowledges that Engineer is performing professional services for Owner and that Engineer is not and shall not be required to become an "Owner" "arranger," "operator," "generator," or "transporter" of hazardous substances, as defined in the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), as amended, which are or may be encountered at or near the Site in connection with Engineer's activities under this Agreement. Page 10 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 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, agents, 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, agents and employees 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 party's total liability to the other party and anyone claiming by, through, or under the other party for any cost, loss, or damages caused in part by the negligence of the party and in part by the negligence of the other party or any other negligent entity or individual, shall not exceed the percentage share that the party's negligence bears to the total negligence of Owner, Engineer, and all other negligent entities and individuals. E. Mutual Waiver: To the fullest extent permitted by law, Owner and Engineer waive against each other, and the other's employees, officers, directors, members, agents, insurers, partners, and consultants, any and all claims for or entitlement to special, incidental, indirect, or consequential damages arising out of, resulting from, or in any way related to the Project. 6.11 Miscellaneous Provisions A. Notices: Any notice required under this Agreement will be in writing, addressed to the appropriate party at its address on the signature page and given personally, by facsimile, by registered or certified mail postage prepaid, or by a commercial courier service. All notices shall be effective upon the date of receipt. B. Survival: All express representations, waivers, indemnifications, and limitations of liability included in this Agreement will survive its completion or termination for any reason. Page 11 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services CopyrighttProfessional g' EJCDC. AB rights reserved. � 2008 National Socie of Engineers for 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 parry's non -enforcement of any provision shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Agreement. E. Accrual of Claims: To the fullest extent permitted by law, all causes of action arising under this Agreement shall be deemed to have accrued, and all statutory periods of limitation shall commence, no later than the date of Substantial Completion. ARTICLE 7 — DEFINITIONS 7.01 Defined Terms A. Wherever used in this Agreement (including the Exhibits hereto) terms (including the singular and plural forms) printed with initial capital letters have the meanings indicated in the text above, in the exhibits, or in the following provisions: 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. 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. T 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 Page 12 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 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. §§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. IL 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. INDOT- Indiana Department of Transportation 17. 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. 18. 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. Page 13 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 19. PCBs — Polychlorinated biphenyls. 20. Petroleum — Petroleum, including crude oil or any fraction thereof 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. 21. Project — The total construction of which the Work to be performed under the Contract Documents may be the whole, or a part. 22. 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. 23. 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. 24. Reimbursable Expenses — The expenses incurred directly by Engineer in connection with the performing or furnishing of Basic and Additional Services for the Project. 25. 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. 26. 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. 27. 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. 28. 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. 29. 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. 30. 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. 31. 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 Page 14 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 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. 32. Supplier — A manufacturer, fabricator, supplier, distributor, material supplier, 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. 33. 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. 34. 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. Exhibit D, Duti ��11 sl" i -iiti s— and—L,I taw—s ��utl grit %::..4i ent 1 =o eo Ieprsefftati;-vim--Not Included E. Exhibit E, N -e�te+ef ahil!4 y—oM—o C. Not Included F. Exhibit F, Q)n4twtioi+-C-34, —k . Not Included G. Exhibit G, Insurance, H. Exhibit H, Disputelft�olutien-, Not Included I. Exhibit I, Limitations of Liability. J. Exhibit J, 8f N . Not Included K. Exhibit K, ieeF-AtFeeffiefA-. Not Included Page 15 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright 0 ie of Professional Engineers for EJCDC. All rights reserved. m. C 2008 National Soc ty m 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 famished 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: "corrupt practice" means the offering, giving, receiving, or soliciting of anything 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; "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. Owner: City of South Bend acting by and through the Board of Public Works By: R)w Title: °. Date Signeda Address for giving notices: 1316 County-CityBuilding 227 West Jefferson Boulevard South Bend, IN 46601 Designated Representative (Paragraph 8.03.A): Zach Hurst, PE Title: Project Mana er Phone Number: 574-235-5888 x3057 Facsimile Number: E-Mail Address: zlitirsttir,sotithbr"jiditr, ova , Engineer: DLZ Indiana, LLC By: Andrew Lemberis, PE. Title: Vice President Date Signed: License Certificate No. 10100882 State of: IN Address for giving notices: 2211 East Jefferson Boulevard South Bend, Indiana 46615 Designated Representative (Paragraph 8.03.A): Jamie L. Poczekay, PE. Title: Project Manager Phone Number: 574-236-4400 Facsimile Number: 574-236-4471 E-Mail Address: ' poczeka �itxdlz,com Page 17 EJCDC E-500 Agreement Behveen Owner and Engineer for Professional Services al Society of Professional Engineers for EJCDC. All rights reserved. ... _.. Copyright 2008 National ...-..... . _ ..M ..... This is EXHIBIT A, consisting of 13 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated _m mm 3/26 2019. Enzineer'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 A1.00 Project Schedule A. All work by the Engineer under this Agreement shall be completed and delivered to the Owner as indicated on the Project Schedule, below. This schedule is dependent on the timely review and input from the Owner, its consultant and agents, and certain review and regulatory agencies to the extent required. 1. February 26, 2019 — Engineer receives signed Agreement and Notice to Procced 2. April 15, 2019 — Preliminary Layout Plans for the purpose of Right -of -Way Acquisition and NEPA (Al) Documentation a. April 1, 2019 — Submit Preliminary Lift Station Layout Plans for City review b. April 10, 2019 — Engineer receives City Comments on Lift Station Layout Plans 3. October 1, 2019 — Preliminary Lift Station and Forcemain Relocation Plans 4. October 31, 2019 — Owner provides comments to the Engineer/ Owner Review Meeting 5. May 31, 2020 — INDOT Stage 3 plan Submittal (Phase 1) a. May 1, 2020 — City Receives Draft Stage 3 Plans b. May 15, 2020 — Engineer receives City Comments on Draft Stage 3 Plans 6. July 31, 2020 — INDOT Final Tracing Submittal (Phase 1) a. July 1, 2020 — City Receives Draft Final Tracings (Phase 1) b. July 15, 2020— Engineer receives City Comments on Draft Final Tracings (Phase 1) 7. December 9, 2020 — INDOT project letting (Phase 1) 8. May 31, 2021 (tentative) — INDOT Stage 3 Plan Submittal (Phase 2) a. May 1, 2021— City Receives Draft Stage 3 Plans (Phase 2) b. May 15, 2021 — Engineer receives City Comments on Draft Stage 3 Plans (Phase 2) 9. July 31, 2021 (tentative) — INDOT Final Tracings Submittal (Phase 2) a. July 1, 2021 — City Receives Draft Final Tracings (Phase 2) b. July 15, 2021— Engineer receives City Comments on Draft Final Tracings (Phase 2) 10. December 8, 2021 (tentative) — INDOT project letting (Phase 2) A1.01 Preliminary Design Phase A. Engineer shall: 1. Conduct two (2) meetings with the Owner regarding the preliminary phase of the project. 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. 2. Prepare Preliminary Design Layout plans for the purpose of determining construction limits and right-of-way required for the lift station and forcemain relocation. Right -of -Way acquisition services are anticipated to be completed as part of the Douglas Road Reconstruction Project (see Item A1.01.7.e). a. The preliminary layout/location of the relocated lift station is anticipated to be southeast of the existing lift station on the Ponader Park property. Prepare Preliminary Design Phase documents consisting of preliminary drawings and outline specifications, and written descriptions of the project. 4. Utilize field surveys, topographic and utility mapping for design purposes obtained as part of the Douglas Road Reconstruction Project. Engineer will supplement this information with additional field survey.. 5. Advise Owner if additional survey, 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. 6. 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. 7. Perform or provide the following additional Preliminary Design Phase tasks. a. Project Kick -off Meeting 1) An initial meeting will be held with persons designated by the Owner and the Engineer. The objective of this meeting will be to introduce those persons who will have principal responsibilities on this Project; and to review in general the obligations of the Engineer and the Owner under this Agreement; including the schedule of work, identify Project priorities and any related development activities, required procedures for performance of the work, and review all available background information about the work site. b. Utility Coordination 1) Utility coordination will be conducted in accordance with Chapter 104 of the Indiana Design Manual by the Engineer as part of the Engineer's agreement with St. Joseph County for the Douglas Road Reconstruction project. Engineer will review utility relocation plans for compatibility with proposed improvements and other utility relocation plans. The Engineer will supplement this information with additional coordination relative to the lift station construction. Subsurface Utility Engineering (SUE) investigation for the proposed lift station and force main is not included in this agreement. c. Field Survey Page 2 (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. 1) Engineer will utilize topographic survey for the project site completed as part of the Engineer's agreement with St. Joseph County for the Douglas Road Reconstruction project. The Engineer will supplement the Douglas Road Reconstruction project with additional topographic survey. Topographic survey will be collected for an additional 100-ft by 150-ft area adjacent to the existing lift station. All survey work for this project shall be performed in accordance with IAC Title 865 regarding Surveys in the State of Indiana. Additional topographic survey work determined to be required for the lift station design will be considered an Additional Service. d. Geotechnical Investigation 1) The Engineer shall make or cause to be made, a geotechnical investigation. An amendment to the existing Geotechnical Investigation for the Douglas Road Reconstruction Project will be made for the purpose of obtaining geotechnical information for the lift station. 2) Prior to making the borings, the Engineer shall submit boring specifications and boring locations and sketches for approval by the Owner. Borings shall extend sufficiently in depth to obtain characteristic data for the proper design of the lift station. The Engineer shall backfill bore hole or cause to be backfilled in accordance with Aquifer Protection Guidelines, dated October 30, 1996. 3) One (1) soil boring (at a depth 45 feet) will be completed at the proposed lift station location. 4) The finalized boring logs and report will be provided for Owner review. e. Right -of -Way Engineering and Land Acquisition 1) It is anticipated that two (2) temporary right of way legal descriptions will be required for the lift station and forcemam relocation. 2) Any Right -of -Way Engineering needed due to the construction of sanitary sewer lift station, forcemain, and gravity sewer relocations, and beyond what is determined to be required for the Douglas Road Reconstruction project is considered an additional service and will be performed by the Engineer at the cost to the Owner. 3) Any Right -of -Way Engineering and Acquisition revisions required due to changes in the right-of-way after the date provided in Item A.1.01.7e.1 will be considered additional services. f Wetland Investigation 1) A wetland investigation and determination were conducted as part of the Engineer's agreement with St. Joseph County for the Douglas Road Reconstruction project. The Engineer will perform a site visit to amend the wetland limits in the area of the lift station relocation. The Engineer will determine wetland impacts attributable to the lift station design. Mitigation for attributable impacts to the wetlands will be via a wetland bank purchase through a separate agreement between the City of South Bend and St. Joseph County. 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 EJCDC. All rights reserved. g. Environmental Services (NEPA Documentation) 1) The Engineer shall perform environmental services to complete an Additional Information Document (AI) to satisfy State and Federal environmental documentation requirements relating to a project modification proposed subsequent to INDOT's approval of the CE. This scope of services has been developed through coordination with INDOT Environmental Services. The proposed project modification is related to the relocation of the Lift Station owned by the City of South Bend. While impacted by the project design as originally proposed, the lift station is to be relocated approximately 75ft south of its existing location, within the boundary of Ponader Park and in an area suspected to be forested wetland. 2) The environmental services shall consist of the following work elements: i. Perform a field reconnaissance of the location of the proposed project modification, to verify that the INDOT Level 4 CE impact criteria and thresholds would not be exceeded, and to collect information on environmental resources. ii. Review Red Flag Investigation (RFI) data layers and discuss any new items found in the Al document text. (Note: Preparation of a new RFI is not included in this scope of services) iii. Prepare Section 106 consultation letter relating to the relocation of the lift station. It is noted that subconsultant services (archaeological investigation) are required. iv. Prepare updated Section 4(0 De Minimis consultation and documentation. V. Perform environmental studies relating to the expanded project footprint. Determinations regarding the presence of jurisdictional wetlands and surface waters are included in this task. vi. Prepare a Draft Al document and submit to INDOT for review and comment. vii. Revise the AI document per comments received and submit a Final Al document for INDOT approval. viii. Distribute the Final Al Document per INDOT guidelines. ix. Revise/update and resubmit the Environmental Commitments Database Spreadsheet, as required. 3) The above described environmental compliance services shall be performed in accordance with INDOT/FHWA-IN guidance documents including the Procedural Manual for Preparing Environmental Documents (2008), the INDOT Categorical Exclusion Manual (2013), the Indiana Cultural Resources Manual (2014) and other guidance and/or procedures issued by INDOT and FHWA. h. Utility Work Plan will be prepared for the forcemain, gravity sewer, and forcemain relocation. i. Lift Station site plan will include an access drive and plantings for visual screening. Exterior lighting and fencing will be included as requested by the Owner. Page 4 (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. Develop suggested general construction sequencing parameters that will serve as a guideline for the Contractor during construction. The lift station contractor will be required to develop the actual construction sequence. k. Provisions will be incorporated into the bid documents for relocating the existing telemetry system in the existing lift station to the new lift station site once the existing lift station is taken off-line. B. Engineer's services under the Preliminary Design Phase will be considered complete on the date when the Engineer receives preliminary design phase comments from the Owner and given the notice to proceed to the final design phase. A1.02 Final Design Phase A. After acceptance by Owner of the Preliminary Design Phase documents 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. Conduct two (2) meetings with the Owner regarding the final design phase of the project. 2. Prepare final Drawings and Specifications indicating the scope, extent, and character of the Work to be performed and furnished by Contractor. Drawings and specifications will be incorporated into the Douglas Road Reconstruction project construction documents, including: a. Demolition Plans and Specifications 1) Prepare demolition plans and specifications for the removal of the existing lift station wet well, forcemain and associated components that are to be replaced. It is anticipated that the existing lift station wet well will be removed to a minimum depth of five feet below grade and abandoned in place; selective demolition will be necessary for piping, mechanical and electrical components. 2) The Project plans and specifications shall be limited to the work identified herein for the demolition of the lift station and miscellaneous site accessories that presently exist at the site. Items will be specified to be demolished or to be abandoned in place. 3) Where foundations or existing structures are intended to be abandoned in -place, the Engineer shall specify the depths or conditions to which the structure will remain or be removed. b. Gravity sanitary sewer and forcemain relocation plans 1) Design shall incorporate the installation of new sanitary sewer pipes and manholes, connections to existing sewers, removal of existing structures, abandonment of existing sanitary sewers (cutting, capping and filling with flowable fill), inclusion of details and specifications required for pipe materials, bedding and backfill, and testing. 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. c. Site and Grading Plan 1) The Engineer shall prepare a final site and grading plan for the site, including access driveway to lift station, site geometry and spot elevations. d. Erosion Control and Maintenance of Traffic Requirements 1) The Engineer shall incorporate the lift station requirements in the Erosion Control Requirements and Maintenance of Traffic Plans for the St. Joseph County's Douglas Road Reconstruction project. Provide technical criteria, written descriptions, and design data for Owner's use in filing applications for permits from or approvals of governmental authorities having jurisdiction to review or approve the final design of the Project; assist Owner in consultations with such authorities; and revise the Drawings and Specifications in response to directives from such authorities. 4. Advise Owner of any adjustments to the Opinion of Probable Construction Cost known to Engineer The Engineer shall coordinate with the Owner and St. Joseph County regarding specific items that are to remain in place or be salvaged and returned to the Owner as part of the anticipated demolition operations. Items to remain in place or to be salvaged shall be determined by the Owner. The Engineer shall identify items or areas on the contract documents as may be necessary for coordination purposes. 6. Perform or provide the following additional Final Design Phase tasks or deliverables, a. Bid Document Format 1) Final comprehensive construction plans to outline the design in detail including preparation and reproduction of plans in accordance with INDOT format. i. Preparation of Unique Special provisions ii. Proprietary Material Use forms and submission to INDOT iii. Estimate of construction quantities and probable costs in INDOT format 2) AutoCAD Civi13D will be used to develop the Contract Drawings. 7. Permitting a. The Engineer shall prepare and submit the application and back-up documentation for the following permits. 1) IDEM — Sanitary Sewer Construction permit 2) Incorporate necessary erosion control items into the Rule 5 permit for the Douglas Road Reconstruction Project. 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. 3) Incorporate lift station plan into the following permits for the Douglas Road Reconstruction Project: i. Indiana Department of Environmental Management (IDEM)- 401 Water Quality Certification" ii. Army Corps of Engineers (USACE) — "Section 404 Permit" iii. Indiana Department of Natural Resources (IDNR) - "Approval for Construction in a Floodway" a) The proposed lift station is anticipated to be located within the existing 100-year floodway. The Douglas Road Reconstruction project includes the installation of a new bridge over Juday Creek. As part of the hydraulic modelling for the new bridge structure, the lift station will be located in an ineffective flow area. The lift station design will be included as part of the Construction in a Floodway permit application to the Indiana Department of Natural Resources (IDNR). b) It is assumed the stream crossing of Juday Creek with the forcemain meets the requirements for a utility line crossing as defried in 312 IAC 10-5-4. No IDNR Construction in a Floodway Permit will be required for this crossing. b. The Engineer shall monitor the approval process and provide any additional information that may be required to secure permit(s). c. Permit application fees will be paid by the Owner and are not included in the engineering fee. 8. Prepare and furnish INDOT Stage 3 submittal documents for review by Owner, its legal counsel, and other advisors, at the time of the INDOT Stage 3 submittal of the Douglas Road Reconstruction project plans. Within 14 days of receipt, Owner shall submit to Engineer any comments and, subject to the provisions of Paragraph 6.0l.G, instructions for revisions. 9. Revise the bidding documents in accordance with comments and instructions from the Owner, as appropriate, and submit Final Tracings to INDOT in accordance with INDOT requirements. A copy of the Final Tracing Documents will be provided to the Owner at the time of the INDOT submittal. 10. Engineer's services under the Final Design Phase will be considered complete on the date when the submittals required by Paragraph A1.02.1.9 have been delivered to Owner. 11. In the event that the Work designed or specified by Engineer is to be performed or furnished under more than one prime contract, or if Engineer's services are to be separately sequenced with the work of one or more prime Contractors (such as in the case of fast -tracking), Owner and Engineer shall, prior to commencement of the Final Design Phase, develop a schedule for performance of Engineer's services during the Final Design, Bidding or Negotiating, Construction, and Post -Construction Phases in order to sequence and coordinate properly such services as are applicable to the work under such separate prime Page 7 (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. 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. 12. The number of prime contracts for Work designed or specified by Engineer upon which the Engineer's compensation has been established under this Agreement is one (1). if more prime contracts are awarded, Engineer shall be entitled to an equitable increase in its compensation under this Agreement. 13. Upon completion and final approval of the work by Owner, the Engineer shall deliver to the Owner the following, which shall become the property of the Owner: a. Electronic copies (PDF files) of the approved final tracings, unique special provisions, and Engineer's Option of Probable Construction Cost will be provided for the Owner's use in soliciting bids from Contractors. A1.03 Bidding or Negotiating Phase A. Bidding phase services shall include: 1. Review the final construction documents distributed by INDOT for bidding purposes for conformance with the Engineer's final tracing submittal. 2. Address questions from INDOT to interpret, clarify or expand the Bidding Documents that are not directly related to an error or omission from the Engineer. A1.04 Construction Phase A. Upon successful completion of the Bidding Phase, Engineer shall: 1. General Administration of Construction Contract: DELETED 2. Resident Project Representative (RPR): DELETED 3. Selecting Independent Testing Laboratory: DELETED 4. Pre -Construction Conference: Attend Pre -Construction Conference with INDOT and Contractor. 5. Schedules: DELETED 6. Baselines and Benchmarks: DELETED 7. Visits to Site and Observation of Construction: DELETED 8. Defective Work: DELETED 9. Clarifications and Interpretations: Engineer shall respond to Request for Clarification or Requests for Interpretation where a response from the Engineer is the appropriate action during Construction Phase Services to confirm design intent. 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 EJCDC. All rights reserved. 10. Change Orders and Work Change Directives: DELETED 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 general conformance with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. Such reviews and approvals or other action will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions and programs incident thereto. Engineer shall meet any Contractor's submittal schedule that Engineer has accepted. 12. Substitutes and "or -equal".- Evaluate and determine the acceptability of substitute or "or - equal" materials and equipment proposed by Contractor, but subject to the provisions of Paragraph A2.02. A.2 of this Exhibit A. 13. Inspections and Tests: DELETED 14. Disagreements between Owner and Contractor: DELETED 15. Applications for Payment: DELETED 16. Contractor's Completion Documents: DELETED 17. Substantial Completion: DELETED 18. Additional Tasks: Perform or provide the following additional Construction Phase tasks or deliverables: a. The Engineer shall provide design support to the Resident Project Engineer, as directed by the Owner. b. The Engineer will meet at the project site with the Owner or their Resident Project Engineer, as directed by the Owner, to assist in any matter that may arise during the construction of the project. 19. Final Notice of Acceptability of the Work: DELETED B. Duration of Construction Phase: DELETED 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. A1.05 Post -Construction Phase: DELETED PART 2 — ADDITIONAL SERVICES 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 EJCDC. All rights reserved. A2.01 Additional Services Requiring Owner's Written Authorization A. If authorized in writing by Owner, Engineer shall furnish or obtain from others Additional Services of the types listed below. Preparation of applications and supporting documents (in addition to those furnished under Basic Services) for private or governmental grants, loans, or advances in connection with the Project; preparation or review of environmental assessments and impact statements; review and evaluation of the effects on the design requirements for the Project of any such statements and documents prepared by others; and assistance in obtaining approvals of authorities having jurisdiction over the anticipated environmental impact of the Project. 2. Services to make measured drawings of or to investigate existing conditions or facilities, or to verify the accuracy of drawings or other information furnished by Owner or others. Services resulting from significant changes in the scope, extent, or character of the portions of the Project designed or specified by Engineer or its design requirements including, but not limited to, changes in size, complexity, Owner's schedule, character of construction, or method of financing; and revising previously accepted studies, reports, Drawings, Specifications, or Contract Documents when such revisions are required by changes in Laws and Regulations enacted subsequent to the Effective Date or are due to any other causes beyond Engineer's control. 4. Right-of-way acquisition determined necessary for parcels not currently requiring right-of- way acquisition services on the Douglas Road Reconstruction Project, other than as specified in Paragraph A.1.01.7.e. 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 1.02.A.12. 10. Services during out-of-town travel required of Engineer other than for visits to the Site or Owner's office. Page 10 (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. 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 constructability 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 A1.0l.A.7.c, 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 other than as required under Paragraph A1.0l.A.7.e. 15. Providing Construction Phase services beyond the original date for completion and readiness for final payment of Contractor. 16. Providing assistance in responding to the presence of any Constituent of Concern at the Site, in compliance with current Laws and Regulations. 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 service's 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. Preparation of an Environmental Assessment (EA) or Environmental Impact Statement (EIS). Page 11 (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. 26. Preparation of a new Categorical Exclusion Document. 27. Section 106 Consultation and documentation relating to a finding of Adverse Effect. 28. Programmatic and/or Individual Section 4(f) Evaluations. 29. Specialized environmental compliance and/or assessment services including, but not limited to, Section 6(f) Evaluation; QHEI or HHEI stream assessments; Biological Assessment and standard or programmatic range wide consultation under Section 7 of the Endangered Species Act; aquatic or macroinvertebrate survey; Initial Site Assessment or Preliminary Site Investigation for hazardous substances and/or contamination; additional traffic noise studies; Air Quality analyses; Sole Source Aquifer groundwater assessment; and/or intensive level (Phase lb or Phase Ic) archaeological investigation. 30. 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 will immediately commence to perform or furnish the Additional Services of the types listed below. For such Additional Services, Engineer need not request or obtain specific advance written authorization from Owner. Engineer shall cease performing or furnishing such Additional Services upon receipt of written notice from Owner. 1. Services in connection with work change directives and change orders to reflect changes requested by Owner. 2. Services in making revisions to Drawings and Specifications occasioned by the acceptance of substitute materials or equipment other than "or -equal" items; services after the award of the Construction Contract in evaluating and determining the acceptability of a proposed "or equal" or substitution which is found to be inappropriate for the Project; evaluation and determination of an excessive number of proposed "or equals" or substitutions, whether proposed before or after award of the Construction Contract. 3. Services resulting from significant delays, changes, or price increases occurring as a direct or indirect result of materials, equipment, or energy shortages. 4. Additional or extended services during construction made necessary by (1) emergencies or acts of God endangering the Work (advance notice not required), (2) the presence at the 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. Page 12 (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. 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 A1.04. 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. The remainder of this page intentionally left blank Page 13 (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. This is EXHIBIT B, consisting of 3 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated 3/26 2019. Owner's Resnonsibilities 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. Provide Engineer with acknowledgment that the lift station upgrades will not require upsizing as no future growth is anticipated in the surrounding area. C. 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. D. 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, Zoning, deed, and other land use restrictions. 2. Electronic files for the City of South Bend/St. Joseph County GIS information. 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 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. Page 1 (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. 7. As -built construction plans for previous projects near the proposed Project. 8. Construction Documents for projects planned near the proposed Project. E. 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. F. Authorize Engineer to provide Additional Services as set forth in Part 2 of Exhibit A of the Agreement as required. G. 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. H. 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. I. 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. Recognizing and acknowledging that Engineer's services and expertise do not include the following services, provide, as required for the Project: 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. 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 constructability review. L. 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 part of this Agreement before such services begin. Page 2 (Exhibit B — Owner's Responsibilities) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. right © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. M. 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. 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. Provide Engineer with the findings and reports generated by the entities providing services to Owner pursuant to this paragraph. 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. O. Inform Engineer in writing of any specific requirements of safety or security programs that are applicable to Engineer, as a visitor to the Site. P. Provide Engineer with the findings and reports generated by the entities providing services to Owner pursuant to this paragraph. Q. Inform Engineer in writing of any specific requirements of safety or security programs that are applicable to Engineer, as a visitor to the Site. R. Perform or provide the following services: 1. Operation and Maintenance manuals for the existing lift station. 2. Existing groundwater data. 3. Provide as -built construction plans for previous projects near the proposed project, which have been built by the Owner. 4. Televise the existing sewers as requested by the Engineer. 5. Provide a vactor truck crew to assist the Engineer with field investigations. 6. Provide the existing Douglas Road lift station pump design parameters (Flow rate, total dynamic head and horsepower.) The replacement pumps, to be designed in this contract, will have identical pump design parameters to the existing pumps. 7„ Develop and execute a local governmental agreement between the City of South Bend and St. Joseph County, Indiana. Page 3 (Exhibit B — Owner's Responsibilities) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. Ali rights reserved. This is EXHIBIT C, consisting of 3 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated 3/26 , 2019. Payments to Engineer for Services and Reimbursable Expenses 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 A. Owner shall pay Engineer for Basic Services set forth in Exhibit A, a total fee amount not to exceed $108,800.00, as follows: 1. A Lump Sum amount of $96,000.00 based on the following estimated distribution of compensation: I . '.1 0- i 1) Field Survey $ 1,900.00 2) Utility Coordination $ 800.00 3) Geotechnical Services $ 2,300.00 4) Environmental Services $11,000.00 5) Lift Station and Forcemain Design $68,500.00 6) IDEM Wastewater Construction Permit $ 3,000.00 7) Permit Updates to Douglas Road Reconstruction Project $ 8,5W00 Total Lump Sum Fee $96,000.00 2. The total compensation for Standard Hourly Rates Method of Payment services and Expenses is estimated to be $12,800.00 based on the following estimated distribution of compensation: a. Bidding Phase and Construction Phase Office Services (Hourly Rate) $10,800.00 b. Right of Way Engineering and Acquisition Services (based on construction Easements on 2 separate parcels) .1'IOCL("10 Total Hourly Rate Fee $12,800.00 3. The Lump Sum includes compensation for Engineer's services and services of Engineer's Consultants, if any. Appropriate amounts have been incorporated in the Lump Sum to account for labor, overhead, profit, and Reimbursable Expenses. 4. The portion of the Lump Sum amount billed for Engineer's services will be based upon Engineer's estimate of the percentage of the total services actually completed during the billing period. 5. Standard Hourly Rates Method of Payment shall include amount equal to the cumulative hours charged to the Project by each class of Engineer's personnel times Standard Hourly Page 1 Exhibit C —Compensation Packet BC-2: Basic Services (other than RPR) — Standard Hourly Rates Method 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. Rates for each applicable billing class for all services performed on the Project, plus Reimbursable Expenses and Engineer's Consultants' charges, if any. 6. Engineer's Reimbursable Expenses Schedule and Standard Hourly Rates are attached to this Exhibit C as Appendices 1 and 2. 7. 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. 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. 9. 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 10. The Standard Hourly Rates and Reimbursable Expenses Schedule will be adjusted annually 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 1 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 1.11. 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 Consultants' factors include Engineer's overhead and profit associated with Engineer's responsibility for the administration of such services and costs. Page 2 Exhibit C —Compensation Packet BC-2: Basic Services (other than RPR) — Standard Hourly Rates Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright 0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. C. 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 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 3 Exhibit C —Compensation Packet BC-2: Basic Services (other than RPR) — Standard Hourly Rates Method 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. This is Appendix 1 to EXHIBIT C, consisting of 1 page, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated 3/26 , 2019. Reimbursable Expenses Schedule Current agreements for engineering services stipulate that the Reimbursable Expenses are subject to review and adjustment per Exhibit C. Reimbursable expenses for services performed on the date of the Agreement are: Page 1 Exhibit C — Appendix 1: Reimbursable Expenses Schedule EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. This is Appendix 2 to EXHIBIT C, consisting of 1 page, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated 3/26 52019. Standard Hourly Rates Schedule A. Standard Hourly Rates., 1. Standard Hourly Rates are set forth in this Appendix 2 to this Exhibit C and include salaries and wages paid to personnel in each billing class plus the cost of customary and statutory benefits, general and administrative overhead, non -project operating costs, and operating margin or profit. 2. The Standard Hourly Rates apply only as specified in Article C2. B. Schedule. - Hourly rates for services performed on or after the date of the Agreement are: Activity Code Employee Classification ' l Hourly 1 Principal $230.00 49/49D Division Manager/Director $220.00 50 Department Manager $195.00 55/4 1 Reeistered Land Survevor/Survev Coordinator S140.00 80/217 Senior Project Manager/ Project Manager II $195.00 21/216 Project Manager 1 $180.00 341/340/556/557 Electrical/Mechanical/Structural Engineer VI $180.00 555/565/214 Engineer V/Architect V/Landscape Arch. V/Planner V/Scientist V/Geologist V/ Surveyor V $175.00 554/564 Engineer IV/Architect IV/Landscape Architect IV/Planner IV/Scientist IV/Geologist IV $170.00 53/58 Engineer III/Architect III/Landscape Architect III/Planner III/Scientist III/Geologist III $150.00 52/57 Engineer II/Architect II/Landscape Architect II/Planner II/Scientist II/Geologist II $137.50 51/56 28 Engineer I/Architect I/Landscape Architect I/Planner I/Scientist I/Geologist 1 Designer 1 $110.00 $102.50 472 Designer 11 $115.00 473 29 147 152 Designer 111 Technician Construction Observer Manager/Administrator Construction Observer $132.50 $80.00 $135.00 $107.50 43 Clerical $65.00 430 06 Office Services Coordinator Intern $90.00 $57.50 Page 1 Exhibit C — Appendix 2: Standard Hourly Rates Schedule EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright 0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. This is EXHIBIT G, consisting of 2 pages, referred to in and part of the Agreement between Owner and Engineer 2019 or Professional Services ate 3 26 mmmmmmmmmmmmm.....mm � WW_. 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 6.043 of the Agreement are as follows: I . 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 $2,000,000.00 $15,000,000.00 $15,000,000.00 e. Automobile Liability --Combined Single Limit (Bodily Injury and Property Damage): Each Accident $1,000,000.00 f. Professional Liability — 1) Each Claim Made $5,000,000.00 2) Annual Aggregate $5,000,000.00 g. Other (specify): $ None Page I (Exhibit G-Insumace) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 2. The Owner shall be listed on Engineer's general liability policy as provided in Paragraph 6.04.A. The remainder of this page intentionally left blank Page 2 (Exhibit G-Insumace) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright D 2008 National Society of Professional Engineers for EJCDC. All rights reserved. This is EXHIBIT I, consisting of 1 page, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated 3/26 , 2019. Limitations of Liability Paragraph 6.10 of the Agreement is supplemented to include the following agreement of the parties: A. Limitation of Engineer's Liability 1. Engineer's Liability Limited to Amount of Engineer's Compensation: To the fullest extent permitted by law, and notwithstanding any other provision of this Agreement, but excepting intentional misconduct or reckless action or inaction, 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 Consultants shall not exceed the total compensation received by Engineer under this Agreement. B. Indemnification by Owner: To the fullest extent permitted by law, and subject to statutory limits, which Owner expressly does not waive, 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. The remainder of this page intentionally left blank Page 1 (Exhibit I — (Limitations of Liability) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 09-99ZZ- l991 SlIYVII 1O3rOdd 4- +� o OWN wwow aj- 1a0d3a S,d33NION3 ab0a S'v' onoci -I-- `_ AiNnOD Hd3SOf '1S w Z LD % Y / E .x /y��/� �/ y' ,✓, r Q r- n r r I �' %'� r � �� t� ' nNi"rn�➢rr � /r r,B ,1/i r r r r c //%//�%� � �� ioi ��%/,,,�� ����1 or i, ,�r yfa✓�7,�� 1� 1"j ' P✓ rl ��� � 'l fU Eyi �I0i9/,llfiiii / ✓ �� %'' ' �i 4� rfw r �Yr� �ii2Yr'�' 1 ,ON BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 3/19/2019 Department Public Name Zach Hurst Works BPW Date 3/26/2019 Phone Extension 3057 uuui wa�man�; rrnrrswm�nu✓,� mmmuuummmmmmmmmm�mmmmmuuuuuuuuuuuuuuuummmuuuuuuuuuuuuuuuuuuuuuumwewmmmwmm�w w .,,,.,.,..�......... .__._._._...... ... _ w.m...,,_.,..,.._............._......�.�,�,._........ _�� R .. yir d Prior to Submittal to Board �.... �........_.... _................... .-........ BPW Attorney ® Attorney Name Sandi Kennedy Dept. Attorney [:j Attorney Name Purchasing El Check the 1 bra a' t ITItem.Ty 1 Professional Services Agreement Contract Open Market Contract ❑ Amendment/Addendum Bid Opening ❑ Bid Award E] Quote Opening E] Quote Award [❑ Proposal Opening C/O & PCA No. Chg. Order, No. ❑ Traffic Control E Other: Information All Submissions Proposal Special Purchase, QPA ❑ Req. to Advertise ❑ Reject Bids/Quotes F-1 PCA Resolution Ease./Encroach ❑ Title Sheet Company or Vendor Name DLZ Indiana, LLC Yes If Yes Approved by Purchasing �...._.. _ ......�_. ..�... New Vendor No MBE/WBE Contractor Q MBE Completed E-Verify Form Attached ® Nos Project Name Douglas Road Lift Station Project Number 118-116 Funding Source ...TIF............�..............������....................� �..�.. ����������................. ��.�............�.�.�.................�.�.�......_............._ ..Road Douglas ............................................................... _��_�r�__.........................�............��� Account No. 435-1050-460-31.02 Amount .-.-�m.._.--------------------- ...----- ...._���� $108,800 Terms of Contract Purpose/Description ,p in erip r and right-of-way services for the re lacennucnt of the Douglas Road limit station, as well as force maim relocations as part of St. Jose p Ccn,'s Douglas Road widct. enin _ro'e _ .....................__._....... ._.._ _ .....�.W_ For Cha�n�ge Orders Only Amount of Increase $ ........... ... ... Decrease $ Previous Amount $ Increase % Current Percent of Change; Decrease New Amount $ Increase _ % ................................................... Total Percent of Change: Decrease Time Extension Amount: New Completion Date: