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HomeMy WebLinkAboutProfessional Services Agreement - Arcadis US Inc - Secondary Treatment and Disinfection Improvements at WWTP1316 COUNTY -CITY BUILDING 227 W. JEFFERSON BOULEVARD SOUTH BEND. INDIANA 46601-1830 CITY OF SOUTH BEND PETE BUTTIGIEG, MAYOR BOARD F PUBLIC July 23, 2019 Amy Smitley Arcadis U.S. Inc. 150 West Market Street, Suite 728 Indianapolis, IN 46204 RE: Professional Services Agreement Dear Ms. Smitley: PHONE 574/235-9251 FAX 574/235-9171 The Board of Public Works, at its meeting held on July 23, 2019, approved the above referenced agreement regarding design and construction administration services for the Secondary Treatment and Disinfection Improvements at the Wastewater Treatment Plant in the amount of $793,770. 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 E. MILLER ELIZABETH A. MARADIK LAURA L. O'SULLIVAN THERESE J. DORAU INTER -OFFICE MEMORANDUM DEPARTMENT OF PUBLIC WORKS DIVISION OF UTILITIES TO: Members of the Board of Public Works Eric Horvath, Director of Public Works Clara McDaniels, Board of Public Works Attorney Kara Boyles, City Engineer Linda Martin, Clerk of Board of Public Works FROM: Al Greek, Director of Utilities Jacob M. Klosinski, Assistant City Engineer SUBJECT: Agenda Request Form — Professional Services Agreement Wastewater Treatment Plant Secondary and Disinfection Improvements DATE: July 15, 2019 IJOUpA"�NMdINd'.PS 911 1�llN..NNX . W✓WI'�A dld.NlN' IA VYIVA'F!f Y/AIY,9IVMAMIXIX �fi:I ¢1 MW'Mll✓i lBWYL�dW A.If)ttHr�YYi,�,v INON�.!f�IWhrgOtl'.IDlp/N Jd+wxMDIDNiIb I"OJIm'M.. (vi[A )FkM lSllYICJ GIF�9'�YW Y 1mNlk The Division of Engineering and Division of Utilities are requesting the Board of Public Works' approval of a Professional Services Agreement with Arcadis U.S., Inc. to provide professional engineering design services and construction administration services associated with Secondary Treatment and Disinfection Improvements at the Wastewater Treatment Plant. Background The City of South Bend Long Term Control Plan and Consent Decree (May 2012) requires the Wastewater Treatment Plant provide Secondary Treatment for 100 MGD peak flow rates. As part of this effort to upgrade the facility, Secondary Clarifiers, Aeration Basins, and Disinfection facilities require upgrades to improve the hydraulics and return activated sludge return rates to optimize treatment capacity. The engineering scope for the WWTP Secondary and Disinfection Improvement project will address the following major improvements: • Final Clarifiers 1-5: Replace sludge mechanism, drive motors, access walkways, isolated structural improvements, rehabilitate weirs, and replace handrails. • Aeration Basins 1-4: Replace Pass 1-2 Influent Gates and the drain gates at Aeration Tank 4. • Aeration Basins 1-4: Extend the length of the Aeration Basin effluent weirs. • Disinfection Building and Chlorine Contact Tanks: Increase capacity of chlorine and sulfur dioxide gas systems by adding evaporators, scrubbing equipment, and improvements to distribution piping. Please refer to Professional Service Agreement and attachments for full scope of services. The funding source for the project is Utilities, Wastewater, Engineering Account (641-0630-793-31- 02) and Utilities, Wastewater Engineering Capital Account (642-0630-415-43-66). If there are any questions regarding the subject project, please contact Al Greek (Ext. 4210) at the Division of Utilities or Jacob M. Klosinski (Ext. 9496) at the Division of Engineering. E,eJ (1'11"� �D C .. AGREEMENT BETWEEN OWNER AND ENGINEER. FOR PROFESSIONAL SERVICES THIS IS AN AGREEMENT effective as of 3_UA1)]3, ("Effective Date") between Board of Public Works, City of South Bend, Indiana ("Owner") and Arcadis U.S., Inc. ("Engineer"). Owner's Project, of which Engineer's services under this Agreement are a part, is generally identified as follows: WW'TP Secondary and Disinl"ection Improvements "Project" Engineer's services under this Agreement are generally identified as follows: Design, bid, and construction administration engineering services for Final Clarifier Nos. 1-5 rehabilitation, Aeration Tank Nos. 1-4 modifications and effluent disinfection chemical expansion. .—.. ....................._ _._..�..__ ... Owner and Engineer further agree as follows: ARTICLE 1— SERVICES OF ENGINEER 1.01 Scope A. Engineer shall provide, or cause to be provided, the services set forth herein and in Exhibit A. ARTICLE 2 — OWNER'S RESPONSIBILITIES 2.01 General A. Owner shall have the responsibilities set forth herein and in Exhibit B. B. Owner shall pay Engineer as set forth in Exhibit C. C. Owner shall be responsible for, and Engineer may rely upon, the accuracy and completeness of all requirements, programs, instructions, reports, data, and other information furnished by Owner to Engineer pursuant to this Agreement. Engineer may use such requirements, programs, Page 1 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services CoyVri ht © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. instructions, reports, data, and information in performing or furnishing services under this Agreement. ARTICLE 3 — SCHEDULE FOR RENDERING SERVICES 3.01 Commencement A. Engineer is authorized to begin rendering services as of the Effective Date. 3.02 Time for Completion A. Engineer shall complete its obligations within a reasonable time. Specific periods of time for rendering services are set forth or specific dates by which services are to be completed are provided in Exhibit A and are hereby agreed to be reasonable. B. If, through no fault of Engineer, such periods of time or dates are changed, or the orderly and continuous progress of Engineer's services is impaired, or Engineer's services are delayed or suspended, then the time for completion of Engineer's services, and the rates and amounts of Engineer's compensation, shall be adjusted equitably. C. If Owner authorizes changes in the scope, extent, or character of the Project, then the time for completion of Engineer's services, and the rates and amounts of Engineer's compensation, shall be adjusted equitably. D. Owner shall make decisions and carry out its other responsibilities in a timely manner so as not to delay the Engineer's performance of its services. E. If Engineer fails, through its own fault, to complete the performance required in this Agreement within the time set forth, as duly adjusted, then Owner shall be entitled, as its sole remedy, to the recovery of direct damages, if any, resulting from such failure. ARTICLE 4 — INVOICES AND PAYMENTS 4.01 Invoices A. Preparation and Submittal of Invoices: Engineer shall prepare invoices in accordance with its standard invoicing practices and the terms of Exhibit C. Engineer shall submit its invoices to Owner on a monthly basis. Invoices are due and payable within 35 days of receipt. 4.02 Payments A. Application to Interest and Principal: Payment will be credited first to any interest owed to Engineer and then to principal. B, Failure to Pay: If Owner fails to make any payment due Engineer for services and expenses within 30 days after receipt of Engineer's invoice, then: 4- of-] .09/o per 1�aonth� .o... mmn axiu�r rate of4mo"efmiI ll s,,, • : ' way M r Page 2 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright 0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 2. Engineer may, after giving seven days written notice to Owner, suspend services under this Agreement until Owner has paid in full all non -disputed amounts due for services, expenses, and other related charges. Owner waives any and all claims against Engineer for any such suspension. C. Disputed Invoices: If Owner contests an invoice, Owner shall promptly advise Engineer of the specific basis for doing so, may withhold only that portion so contested, and must pay the undisputed portion. D. Legislative Actions: If after the Effective Date any governmental entity takes a legislative action that imposes taxes, fees, or charges on Engineer's services or compensation under this Agreement, then the Engineer may invoice such new taxes, fees, or charges as a Reimbursable Expense to which a factor of 1.0 shall be applied. Owner shall reimburse Engineer for the cost of such invoiced new taxes, fees, and charges; such reimbursement shall be in addition to the compensation to which Engineer is entitled under the terms of Exhibit C. ARTICLE 5 — OPINIONS OF COST 5.01 Opinions of Probable Construction Cost A. Engineer's opinions of probable Construction Cost are to be made on the basis of Engineer's experience and qualifications and represent Engineer's best judgment as an experienced and qualified professional generally familiar with the construction industry. However, because Engineer has no control over the cost of labor, materials, equipment, or services furnished by others, or over contractors' methods of determining prices, or over competitive bidding or market conditions, Engineer cannot and does not guarantee that proposals, bids, or actual Construction Cost will not vary from opinions of probable Construction Cost prepared by Engineer. If Owner requires greater assurance as to probable Construction Cost, Owner must employ an independent cost estimator as provided in Exhibit B. 5.02 Designing to Construction Cost Limit A. If a Construction Cost limit is established between Owner and Engineer, such Construction Cost limit and a statement of Engineer's rights and responsibilities with respect thereto will be specifically set forth in Exhibit F, "Construction Cost Limit," to this Agreement. 5.03 Opinions of Total Project Costs A. The services, if any, of Engineer with respect to Total Project Costs shall be limited to assisting the Owner in collating the various cost categories which comprise Total Project Costs. Engineer assumes no responsibility for the accuracy of any opinions of Total Project Costs. ARTICLE 6 — GENERAL CONSIDERATIONS 6.01 Standards of Performance A. Standard of Care: The standard of care for all professional engineering and related services performed or furnished by Engineer under this Agreement will be the care and skill ordinarily used by members of the subject profession practicing under similar circumstances at the same time Page 3 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Co yri ht c0 2008 National Society of Professional Engineers for EJCDC. All ri hts reserved. and in the same locality. Engineer makes no warranties, express or implied, under this Agreement or otherwise, in connection with Engineer's services. B. Technical Accuracy: Owner shall not be responsible for discovering deficiencies in the technical accuracy of Engineer's services. Engineer shall correct deficiencies in technical accuracy without additional compensation, unless such corrective action is directly attributable to deficiencies in Owner -furnished information. C. Consultants: Engineer may employ such Consultants as Engineer deems necessary to assist in the performance or furnishing of the services, subject to reasonable, timely, and substantive objections by Owner. D, Reliance on Others: Subject to the standard of care set forth in Paragraph 6.0l .A, Engineer and its Consultants may use or rely upon design elements and information ordinarily or customarily furnished by others, including, but not limited to, specialty contractors, manufacturers, suppliers, and the publishers of technical standards. E. Compliance with Laws and Regulations, and Policies and Procedures; Engineer and Owner shall comply with applicable Laws and regulations, 2„ Prior to the Effective Date, Owner provided to Engineer in writing any and all policies and procedures of Owner applicable to Engineer's performance of services under this Agreement. provided to Engineer in writing. Engineer shall comply with such policies and procedures, subject to the standard of care set forth in Paragraph 6.0l.A, and to the extent compliance is not inconsistent with professional practice requirements. 3. This Agreement is based on Laws and Regulations and Owner -provided written policies and procedures as of the Effective Date. Changes after the Effective Date to these Laws and Regulations, or to Owner -provided written policies and procedures, may be the basis for modifications to Owner's responsibilities or to Engineer's scope of services, times of performance, or compensation. F. Engineer shall not be required to sign any documents, no matter by whom requested, that would result in the Engineer having to certify, guarantee, or warrant the existence of conditions whose existence the Engineer cannot ascertain. Owner agrees not to make resolution of any dispute with the Engineer or payment of any amount due to the Engineer in any way contingent upon the Engineer signing any such documents. G. The general conditions for any construction contract documents prepared hereunder are to be the "Standard General Conditions of the Construction Contract" as prepared by the Engineers Joint Contract Documents Committee (EJCDC C-700, 2007 Edition) unless both parties mutually agree to use other general conditions by specific reference in Exhibit J. H. Engineer shall not at any time supervise, direct, control, or have authority over any contractor work, nor shall Engineer have authority over or be responsible for the means, methods, techniques, sequences, or procedures of construction selected or used by any contractor, or the safety precautions and programs incident thereto, for security or safety at the Site, nor for any failure of a contractor to comply with Laws and Regulations applicable to such contractor's furnishing and performing of its work. Page 4 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Coeyrighf © 2008 National Society of Professional Engineers for EJCDC. All ri hts reserved. 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 A1.05. With the exception of such expressly required services, Engineer shall have no design, Shop Drawing review, or other obligations during construction and Owner assumes all responsibility for the application and interpretation of the Contract Documents, review and response to Contractor claims, contract administration, processing Change Orders, revisions to the Contract Documents during construction, construction surety bonding and insurance requirements, construction observation and review, review of payment applications, and all other necessary Construction Phase engineering and professional services. Owner waives all claims against the Engineer that may be connected in any way to Construction Phase engineering or professional services except for those services that are expressly required of Engineer in Exhibit A, Paragraph A1.05. 6.03 Use of Documents A. The Owner acknowledges the Engineer's construction documents, including all electronic files, as instruments of professional services. Nevertheless, the final construction documents, including all electronic files, prepared under this agreement shall become the property of the Owner upon completion of services and payment in full of all monies due to the Engineer. The Owner shall not reuse or make any modification to the construction documents without the prior written authorization of the Engineer. ei+m-° ill FeVeet tot4+ik--44qjeet, and .,. .� w ,.t, . to t�1 �lJ•ing1-�tunc�•e�i��-eil-i�rrl��-I W��;nti.� .v����ae �n ;.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 Page 5 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. the electronic files and the hard copies, the hard copies govern. If the parties agree to other electronic transmittal procedures, such are set forth in Exhibit J. C. Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data's creator, the party receiving electronic files agrees that it will perform acceptance tests or procedures within 60 days, after which the receiving party shall be deemed to have accepted the data thus transferred. Any transmittal errors detected within the 60-day acceptance period will be corrected by the party delivering the electronic files. D. When transferring documents in electronic media format, the transferring party makes no representations as to long-term compatibility, usability, or readability of such documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by the documents' creator. E. Owner may make and retain copies of Documents for information and reference in connection with use on the Project by Owner. Engineer grants Owner a limited license to use the Documents on the Project, extensions of the Project, and for related uses of the Owner, subject to receipt by Engineer of full payment for all services relating to preparation of the Documents and subject to the following limitations: (1) Owner acknowledges that such Documents are not intended or represented to be suitable for use on the Project unless completed by Engineer, or for use or reuse by Owner or others on extensions of the Project, on any other project, or for any other use or purpose, without written verification or adaptation by Engineer; (2) any such use or reuse, or any modification of the Documents, without written verification, completion, or adaptation by Engineer, as appropriate for the specific purpose intended, will be at Owner's sole risk and without liability or legal exposure to Engineer or to its officers, directors, members, partners, agents, employees, and Consultants; (3) Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, and Consultants from all claims, damages, losses, and expenses, including attorneys' fees, arising out of or resulting from any use, reuse, or modification of the Documents without written verification, completion, or adaptation by Engineer; and (4) such limited license to Owner shall not create any rights in third parties. F. If Engineer at Owner's request verifies the suitability of the Documents, completes them, or adapts them for extensions of the Project or for any other purpose, then Owner shall compensate Engineer at rates or in an amount to be agreed upon by Owner and Engineer. G. At completion of any survey services and upon payment of monies due the Engineer for those services, the Engineer shall provide the owner with all survey data and drawings, at which time they will become the property of the Owner. H. At completion of any traffic study services and upon payment of monies due the Engineer for those services, the Engineer shall provide the owner with all data and models, at which time they will become the property of the Owner. I. At completion of any geotechnical or material investigation services and upon payment of monies due the Engineer for those services, the Engineer shall provide the owner with all data, at which time they will become the property of the Owner. Page 6 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Co ri ht OO 2008 National Society of Professional Engineers for EJCDC. All ri his reserved. 6.04 Insurance A. Engineer shall procure and maintain insurance as set forth in Exhibit G, "Insurance." Engineer shall cause Owner to be listed as an additional insured on any applicable general liability insurance policy carried by Engineer. B. Owner shall procure and maintain insurance as set forth in Exhibit G, "Insurance." Owner shall .r* rwa ii Qiffst,s additional insure&*'m any general _liability pol ar-an, -losq paN es of le , •-t-1 41r+*4.- 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-Fiaoieer!s interests in the Project. .shall• . Gorttraetof to eatise Engineer (4onsultants to a . .peet to c . tre.tor tor the . ii n. D. del -al l Engineer shall each -deliver to the Owner ether -certificates of insurance evidencing the coverages indicated in Exhibit G. Such certificates shall be furnished prior to commencement of Engineer's services and at renewals thereafter during the life of the Agreement. 07A *% 101101@001110- VON. ;111"!Mnal i MN 11. M!N - 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 insurance coverage, different limits, or revised deductibles for such periods of time as requested by Owner, and Exhibit G will be supplemented to incorporate these requirements. 6.05 Suspension and Termination A. Suspension: By Owner: Owner may suspend the Project for up to 90 days upon seven days written notice to Engineer. 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. Page 7 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. B. Termination: The obligation to provide further services under this Agreement may be terminated: For cause, a. By either party upon 30 days written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. b. By Engineer: 1) upon seven days written notice if Owner demands that Engineer furnish or perform services contrary to Engineer's responsibilities as a licensed professional; or 2) upon seven days written notice if the Engineer's services for the Project are delayed or suspended for more than 90 days for reasons beyond Engineer's control. 3) Engineer shall have no liability to Owner on account of such termination. C. Notwithstanding the foregoing, this Agreement will not terminate under Paragraph 6.05.B.1.a if the party receiving such notice begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, 60 days after the date of receipt of the notice. 2. For convenience, a. By Owner effective upon Engineer's receipt of notice from Owner. C. Effective Date of Termination: The terminating party under Paragraph 6.05.13 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. ........... Page 8 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional En ineers for EJCDC. All ri hts reserved. 2. In the event of termination by Owner for convenience or by Engineer for cause, Engineer shall be entitled, in addition to invoicing for those items identified in Paragraph 6.05.D.1, to invoice Owner and to payment of a reasonable amount for services and expenses directly attributable to termination, both before and after the effective date of termination, such as reassignment of personnel, costs of terminating contracts with Engineer's Consultants, and other related close-out costs, using methods and rates for Additional Services as set forth in Exhibit C. 6.06 Controlling Law A. This Agreement is to be governed by the law of the state or jurisdiction in which the Project is located. 6.07 Successors, Assigns, and Beneficiaries A. Owner and Engineer are hereby bound and the successors, executors, administrators, and legal representatives of Owner and Engineer (and to the extent permitted by Paragraph 6.07.13 the assigns of Owner and Engineer) are hereby bound to the other party to this Agreement and to the successors, executors, administrators and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements, and obligations of this Agreement. B. Neither Owner nor Engineer may assign, sublet, or transfer any rights under or interest (including, but without limitation, moneys that are due or may become due) in this Agreement without the written consent of the other, except to the extent that any assignment, subletting, or transfer is mandated or restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. C. Unless expressly provided otherwise in this Agreement: Nothing in this Agreement shall be construed to create, impose, or give rise to any duty owed by Owner or Engineer to any Contractor, Subcontractor, Supplier, other individual or entity, or to any surety for or employee of any of them. 2. All duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of Owner and Engineer and not for the benefit of any other party. Owner agrees that the substance of the provisions of this Paragraph 6.07.0 shall appear in the Contract Documents. 6.08 Dispute Resolution ae-fff-flotieeIan tc iceWVM5 WTI ' B, F b'Oth n a .111V ,W the p e.,'u�b �� ��xhib44-- 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. Page 9 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright 0 2008 National Society 0 Professional Engineers for E.JCDC. All rights reserved. 6.09 Environmental Condition of Site A. Owner has disclosed to Engineer in writing the existence of all known and suspected Asbestos, PCBs, Petroleum, Hazardous Waste, Radioactive Material, hazardous substances, and other Constituents of Concern located at or near the Site, including type, quantity, and location. B. Owner represents to Engineer that to the best of its knowledge no Constituents of Concern, other than those disclosed in writing to Engineer, exist at the Site. C. If Engineer encounters or learns of an undisclosed Constituent of Concern at the Site, then Engineer shall notify (1) Owner and (2) appropriate governmental officials if Engineer reasonably concludes that doing so is required by applicable Laws or Regulations. D. It is acknowledged by both parties that Engineer's scope of services does not include any services related to Constituents of Concern. If Engineer or any other party encounters an undisclosed Constituent of Concern, or if investigative or remedial action, or other professional services, are necessary with respect to disclosed or undisclosed Constituents of Concern, then Engineer may, at its option and without liability for consequential or any other damages, suspend performance of services on the portion of the Project affected thereby until Owner: (1) retains appropriate specialist consultants or contractors to identify and, as appropriate, abate, remediate, or remove the Constituents of Concern; and (2) warrants that the Site is in full compliance with applicable Laws and Regulations. E. If the presence at the Site of undisclosed Constituents of Concern adversely affects the performance of Engineer's services under this Agreement, then the Engineer shall have the option of (1) accepting an equitable adjustment in its compensation or in the time of completion, or both; or (2) terminating this Agreement for cause on 30 days notice. F. Owner acknowledges that Engineer is performing professional services for Owner and that Engineer is not and shall not be required to become an "owner" "arranger," "operator," "generator," or "transporter" of hazardous substances, as defined in the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), as amended, which are or may be encountered at or near the Site in connection with Engineer's activities under this Agreement. 6.10 Indemnification and Mutual Waiver A. Indemnification by Engineer: To the fullest extent permitted by law, Engineer shall indemnify and hold harmless Owner, and Owner's officers, directors, members, partners, agents, consultants, and employees from reasonable claims, costs, losses, and damages arising out of or relating to the Project, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of Engineer or Engineer's officers, directors, members, partners, agents, employees, or Consultants. This indemnification provision is subject to and limited by the provisions, if any, agreed to by Owner and Engineer in Exhibit I, "Limitations of Liability." B. Indemnification by Owner: Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, and Consultants as required by Laws and Regulations and to the extent (if any) required in Exhibit 1, Limitations of Liability. Page 10 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services CopyrilOt 0 2008 National Society of Professional Engineers for EJCDC. All rights reserved. C. Environmental Indemnification: To the fullest extent permitted by law, Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, and Consultants from and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys and other professionals, and all court, arbitration, or other dispute resolution costs) caused by, arising out of, relating to, or resulting from a Constituent of Concern at, on, or under the Site, provided that (1) any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, and (2) nothing in this paragraph shall obligate Owner to indemnify any individual or entity from and against the consequences of that individual's or entity's own negligence or willful misconduct. D. Percentage Share of Negligence: To the fullest extent permitted by law, a party's total liability to the other party and anyone claiming by, through, or under the other party for any cost, loss, or damages caused in part by the negligence of the party and in part by the negligence of the other party or any other negligent entity or individual, shall not exceed the percentage share that the party's negligence bears to the total negligence of Owner, Engineer, and all other negligent entities and individuals. E. Mutual Waiver: To the fullest extent permitted by law, Owner and Engineer waive against each other, and the other's employees, officers, directors, members, agents, insurers, partners, and consultants, any and all claims for or entitlement to special, incidental, indirect, or consequential damages arising out of, resulting from, or in any way related to the Project. 6.11 Miscellaneous Provisions A. Notices: Any notice required under this Agreement will be in writing, addressed to the appropriate party at its address on the signature page and given personally, by facsimile, by registered or certified mail postage prepaid, or by a commercial courier service. All notices shall be effective upon the date of receipt. B. Survival: All express representations, waivers, indemnifications, and limitations of liability included in this Agreement will survive its completion or termination for any reason. C. Severability: Any provision or part of the Agreement held to be void or unenforceable under any Laws or Regulations shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon Owner and Engineer, which agree that the Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. D. Waiver: A party's non -enforcement of any provision shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Agreement. E. Accrual of Claims: To the fullest extent permitted by law, all causes of action arising under this Agreement shall be deemed to have accrued, and all statutory periods of limitation shall commence, no later than the date of Substantial Completion. Page 11 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers fawr I Uf"DC. All H ghts reserved. ARTICLE 7 — DEFINITIONS 7.01 Defined Terms A. Wherever used in this Agreement (including the Exhibits hereto) terms (including the singular and plural forms) printed with initial capital letters have the meanings indicated in the text above, in the exhibits, or in the following provisions: Additional Services — The services to be performed for or furnished to Owner by Engineer in accordance with Part 2 of Exhibit A of this Agreement. 2. Agreement— This written contract for professional services between Owner and Engineer, including all exhibits identified in Paragraph 8.01 and any duly executed amendments. Asbestos — Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United States Occupational Safety and Health Administration. 4. Basic Services — The services to be performed for or furnished to Owner by Engineer in accordance with Part 1 of Exhibit A of this Agreement. 5, Construction Contract — The entire and integrated written agreement between Owner and Contractor concerning the Work. 6. Construction Cost — The cost to Owner of those portions of the entire Project designed or specified by Engineer. Construction Cost does not include costs of services of Engineer or other design professionals and consultants; cost of land or rights -of -way, or compensation for damages to properties; Owner's costs for legal, accounting, insurance counseling or auditing services; interest or financing charges incurred in connection with the Project; or the cost of other services to be provided by others to Owner pursuant to Exhibit B of this Agreement. Construction Cost is one of the items comprising Total Project Costs. 7. Constituent of Concern — Any substance, product, waste, or other material of any nature whatsoever (including, but not limited to, Asbestos, Petroleum, Radioactive Material, and PCBs) which is or becomes listed, regulated, or addressed pursuant to (a) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. ("CERCLA"); (b) the Hazardous Materials Transportation Act, 49 U.S.C. §§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. Page 12 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Co ri ht ©2008 National Society of Professional En ineers for EJCDC. All rights reserved. 9. Contract Documents — Those items so designated in the Construction Contract, including the Drawings, Specifications, construction agreement, and general and supplementary conditions. Only printed or hard copies of the items listed in the Construction Contract are Contract Documents. Approved Shop Drawings, other Contractor submittals, and the reports and drawings of subsurface and physical conditions are not Contract Documents. 10. Contractor — The entity or individual with which Owner has entered into a Construction Contract. 11. Documents — Data, reports, Drawings, Specifications, Record Drawings, and other deliverables, whether in printed or electronic media format, provided or furnished in appropriate phases by Engineer to Owner pursuant to this Agreement. 12. Drawings — That part of the Contract Documents prepared or approved by Engineer which graphically shows the scope, extent, and character of the Work to be performed by Contractor. Shop Drawings are not Drawings as so defined. 13. Effective Date — The date indicated in this Agreement on which it becomes effective, but if no such date is indicated, the date on which this Agreement is signed and delivered by the last of the parties to sign and deliver. 14. Engineer — The individual or entity named as such in this Agreement. 15. Hazardous Waste — The term Hazardous Waste shall have the meaning provided in Section 1004 of the Solid Waste Disposal Act (42 USC Section 6903) as amended from time to time. 16. Laws and Regulations; Laws or Regulations — Any and all applicable laws, rules, regulations, ordinances, codes, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction. IT Owner — The individual or entity with which Engineer has entered into this Agreement and for which the Engineer's services are to be performed. Unless indicated otherwise, this is the same individual or entity that will enter into any Construction Contracts concerning the Project. 18. PCBs — Polychlorinated biphenyls.. 19. Petroleum — Petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute), such as oil, petroleum, fuel oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed with other non -hazardous waste and crude oils. 20. Project — The total construction of which the Work to be performed under the Contract Documents may be the whole, or a part. 21. Radioactive Material — Source, special nuclear, or byproduct material as defined by the Atomic Energy Act of 1954 (42 USC Section 2011 et seq.) as amended from time to time. 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. 22. Record Drawings — Drawings depicting the completed Project, prepared by Engineer as an Additional Service and based solely on Contractor's record copy of all Drawings, Specifications, addenda, change orders, work change directives, field orders, and written interpretations and clarifications, as delivered to Engineer and annotated by Contractor to show changes made during construction. 23. Reimbursable Expenses — The expenses incurred directly by Engineer in connection with the performing or furnishing of Basic and Additional Services for the Project. 24. Resident Project Representative — The authorized representative of Engineer assigned to assist Engineer at the Site during the Construction Phase. As used herein, the term Resident Project Representative or "RPR" includes any assistants or field staff of Resident Project Representative agreed to by Owner. The duties and responsibilities of the Resident Project Representative, if any, are as set forth in Exhibit D. 25. Samples — Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and which establish the standards by which such portion of the Work will be judged. 26. Shop Drawings — All drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of the Work. 27. Site — Lands or areas to be indicated in the Contract Documents as being furnished by Owner upon which the Work is to be perfonned, including rights -of -way and easements for access thereto, and such other lands furnished by Owner which are designated for the use of Contractor. 2& Specifications — That part of the Contract Documents consisting of written technical descriptions of materials, equipment, systems, standards, and workmanship as applied to the Work and certain administrative details applicable thereto. 29. Subcontractor — An individual or entity having a direct contract with Contractor or with any other Subcontractor for the performance of a part of the Work at the Site. 30. Substantial Completion — The time at which the Work (or a specified part thereof) has progressed to the point where, in the opinion of Engineer, the Work (or a specified part thereof) is sufficiently complete, in accordance with the Contract Documents, so that the Work (or a specified part thereof) can be utilized for the purposes for which it is intended. The terms "substantially complete" and "substantially completed" as applied to all or part of the Work refer to Substantial Completion thereof. 31, Supplier — A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with any Subcontractor to furnish materials or equipment to be incorporated in the Work by Contractor or Subcontractor. 32. Total Project Costs — The sum of the Construction Cost, allowances for contingencies, and the total costs of services of Engineer or other design professionals and consultants, together with such other Project -related costs that Owner furnishes for inclusion, including but not limited to cost of land, rights -of -way, compensation for damages to Page 14 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services C(Myright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. shall have authority to transmit instructions, receive information, and render decisions relative to the Project on behalf of the respective party whom the individual represents. 8.04 Engineer's Certifications: A. Engineer certifies that it has not engaged in corrupt, fraudulent, or coercive practices in competing for or in executing the Agreement. For the purposes of this Paragraph 8.04: 1 "corrupt practice" means the offering, giving, receiving, or soliciting of any thing of value likely to influence the action of a public official in the selection process or in the Agreement execution; 2. "fraudulent practice" means an intentional misrepresentation of facts made (a) to influence the selection process or the execution of the Agreement to the detriment of Owner, or (b) to deprive Owner of the benefits of free and open competition; 3. "coercive practice" means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the selection process or affect the execution of the Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the Effective Date of which is indicated on page 1. Owner: City of South Bend, Indiana Board of Public Works By: Title: Gary A. Gilot, President By: Title: Elizabeth A. Maradik, Member By: Title: By: Title: By: Title: .:r Attest4at> , ., �. Title: �.,(Inda Martin, Berk Date: 7l d- —10l Engineer: Arcadis U.S., Inc. Title: An , w'naiticy, ice'1esiclelt Date 1./,gill Engineer License or Firm's Certificate No. 10200631 State of: Indiana Page 16 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Co yri ht © 2009 National Society of Professional Engineers for EJCDC. All rights reserved. properties, Owner's costs for legal, accounting, insurance counseling and auditing services, interest and financing charges incurred in connection with the Project, and the cost of other services to be provided by others to Owner pursuant to Exhibit B of this Agreement. 33.. Work — The entire construction or the various separately identifiable parts thereof required to be provided under the Contract Documents. Work includes and is the result of performing or providing all labor, services, and documentation necessary to produce such construction, and furnishing, installing, and incorporating all materials and equipment into such construction, all as required by the Contract Documents. ARTICLE 8 — EXHIBITS AND SPECIAL PROVISIONS 8.01 Exhibits Included: A. Exhibit A, Engineer's Services. B. Exhibit B, Owner's Responsibilities. C. Exhibit C, Payments to Engineer for Services and Reimbursable Expenses. s. �--J . t ti NOT INCLUDED hot' 4 . +- NOT INCLUDED F Exhibit F, Gonstruetion GoslNOT INCLUDED G. Exhibit G, Insurance. 1. ill , S :1 w .. NOT INCLUDED Exhibit I, Limitations of Liability. , s. NOT INCLUDED ment. NOT INCLUDED 8.02 Total Agreement: A. This Agreement, (together with the exhibits identified above) constitutes the entire agreement between Owner and Engineer and supersedes all prior written or oral understandings. This Agreement may only be amended, supplemented, modified, or canceled by a duly executed written instrument based on the format of Exhibit K to this Agreement. 8.03 Designated Representatives: A. With the execution of this Agreement, Engineer and Owner shall designate specific individuals to act as Engineer's and Owner's representatives with respect to the services to be performed or furnished by Engineer and responsibilities of Owner under this Agreement. Such an individual Page 15 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Co yriglal 10 2008 National.Saciel of Prolex"ionsal Ett 'iocers for FACDC". All rights reserved. Address for giving notices: 227 West Jefferson Boulevard South Bend. Indiana 46601 Designated Representative (Paragraph 8.03.A): Kara M. Boyles, Ph.D., P.E. Title: City Engineer Phone Number: (574) 235-5933 Facsimile Number: (574) 235-9171 Address for giving notices: 150 West Market Street, Suite 728 Indianapolis, IN 46204 Designated Representative (Paragraph 8.03.A): Amy E. Smitle , PE Title: Vice Preseident Phone Number: Facsimile Number: E-Mail Address: 2y E-Mail Address: 317 236-2844 (317) 231-6514 Amy. Smitleygarcadis.com Page 17 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional En ineers for EJCDC. All rights reserved. This is EXHIBIT A, consisting of 11 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated , Engineer's Services Article 1 of the Agreement is supplemented to include the following agreement of the parties. Engineer shall provide Basic and Additional Services as set forth below. PART 1— BASIC SERVICES The City of South Bend desires to continue its efforts to rehabilitate, modify and expand the WWTP to work towards achieving the CSO Long -Term Control Plan requirement, which ultimately requires an increase in the peak wet weather capacity at the WWTP from 77 mgd to 100 mgd. This WWTP Secondary and Disinfection Improvements Project entails three major project components as follows: • Final Clarifier Nos. 1 through 5 Rehabilitation • Aeration Tank Nos. 1 through 4 Modifications • Effluent Disinfection Chemical Expansion This project does not include an increase in permitted peak flow capacity; however, these improvements are a critical component of the plant's ability to treat the future peak flow. The focus of this project is to complete the remaining final clarifier and aeration tank aging equipment, process and hydraulic needs building upon the recent, successful WWTP Secondary Treatment Improvements project, and expanding the effluent disinfection chemical system. The improvements will be designed to provide the future required 100 mgd peak flow, assuming IDEM approval can be obtained for less than 15 minutes contact time for disinfection (in the future). The secondary improvements have the added benefit of better process control, particularly through the ability to control return sludge, which will result in better treatment, reduced energy costs, improved secondary treatment hydraulics, and ease of operation and maintenance — all of which will positively impact the current plant operations and prepare the plant for the future. The disinfection improvements will expand the chemical systems to dose at higher concentrations during variable wet weather periods to ensure compliance. Final Clarifier Nos. 1 through 5 Rehabilitation. The WWTP has seven final clarifiers. Final Clarifier Nos. 1 through 3 (112.5 ft dia.) were part of the original plant constructed in the early 1950s. Final Clarifier Nos. 4 and 5 (145 ft dia.) were added in the 1970s. Final Clarifier Nos. 6 and 7 (200 ft dia.) were added in the 1970s as tertiary clarifiers. In 2001, all final clarifiers were rehabilitated with new collector mechanisms, skimmers (Nos. l to 5 only), effluent weirs, and return sludge pumps. Final Clarifier Nos. 6 and 7 were converted from tertiary clarifiers to final (secondary) clarifiers during that time. As part of the recent WWTP Secondary Treatment Improvements project, Final Clarifier Nos. 6 and 7 were rehabilitated and enhanced and are operating exceptionally well (e.g. concentrated return sludge allowing lower pumping rates). Final Clarifier Nos. 1 through 5 have reached the end of their useful life, and are in need of rehabilitation, replacement, and enhancement similar to Final Clarifier Nos. 6 and 7. Final Clarifier Nos. 1 through 3 are each 112.5 feet in diameter with a sidewater depth of 12 feet. The sludge collector mechanisms are suction sludge removal type. The clarifiers are drained by their associated return sludge pumps. Final Clarifier Nos. 4 and 5 are each 145 feet in diameter with a sidewater depth of 14 feet. The sludge collector mechanisms are also suction sludge removal type. The clarifiers are drained 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. by a separate drain pump that has exceeded its useful life. It is assumed that their associated return sludge pumps will be able to drain the clarifier with the new mechanisms; this will be evaluated and confirmed. Skimmings removal is provided in all clarifiers. As part of this project, the internal clarifier equipment including the sludge collector mechanisms and scum removal will be replaced and effluent weirs will be rehabilitated. For Final Clarifier Nos. 1 through 3 the effluent troughs will also be replaced. The existing scum removal beyond that being replaced internal to the clarifiers will be reused. In addition, the clarifier structures will be inspected and rehabilitated and repaired, as necessary. This also includes the pressure reducing valves within the tanks to prevent tank uplift. The exposed concrete and just below the water line will also be coated. The limits of the structural inspection and rehabilitation include within the concrete tank structures only. Railing will be replaced; limits include these clarifiers and the final clarifier influent channel. The individual influent channels into each of Final Clarifier Nos. 1 through 3 also require improvements to eliminate this area overtopping during peak flows. The clarifier drive mechanisms are monitored by SCADA. Instrumentation and controls (i.e. over -torque alarm) will be provided, and HMI screens will be updated to match Final Clarifier Nos. 6 and 7. The clarifier equipment is electrically fed from their associated gallery buildings, which is currently being replaced through another City project and is assumed can be reused. Aeration Tank Nos. 1 through 4 Modifications. The WWTP has four aeration tanks with four passes each. Minor hydraulic improvements are required to prepare the aeration tanks for the future 100 mgd peak flow. The Pass 2 gates that allow step feed operation are in need of replacement. New electrically actuated gates will be provided. The current gate actuator is unreachable; a new gate type will be provided, or a platform will be provided for access. These gates are monitored and controlled by SCADA; the functionality will remain unchanged. Pass 4 of each tank includes an L-shaped effluent weir. These weirs will be lengthened in a U-shape to provide better flow distribution and reduce headloss across the weirs. In addition, the aeration influent channel that feeds the back of the aeration tanks is in need of isolation improvements for future maintenance. New stop logs will be provided for this area. As an optional service, the existing lighting for the Aeration Gallery area will be replaced and additional lights provided if determined necessary for better visibility in this area. Effluent Disinfection Chemical Expansion. The WWTP has two chlorine contact tanks. Treated effluent is chlorinated with chlorine gas and dechlorinated with sulfur dioxide gas, housed in the Chlorination/Dechlorination Building. Both chemical systems are limited in capacity. Evaporators will be provided to increase the chemical capacity. Due to the limited space in the building, this is the least cost alternative for disinfection expansion, which would entail less than 15 minutes contact time. In addition, the equipment (i.e. chlorinators, injectors), piping, valves, instruments, and appurtenances from the existing ton containers to the chlorine contact tanks will be replaced for both chemical systems to accommodate the increase system capacity. It is assumed that the existing chemical induction system (e.g. Water Champ) in the tanks can be reused for the chlorine gas system and the existing diffuser in the tanks can be reused for the sulfur dioxide system. The partition wall that supports the equipment, piping, etc. for each chemical system will be replaced. It is assumed that there is no code requirement for the two chemical rooms to be completely isolated and a similar type partition wall can be provided. Proper safety features will be provided including a new scrubber, which will be located outdoors, to remove gases from the air. The existing HVAC system will be evaluated considering the addition of the scrubber and recommendations only will be made for necessary improvements. The necessary improvements will be provided through the City's maintenance contract with a local vendor and will not be designed as part of this project. The improvements will be coordinated with the scrubber installation. Page 2 (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. The City will replace the existing doors and windows in the building and have masonry improvements made as part of a separate project. This will be important to ensure air tightness in the building for the scrubber. The existing building will be evaluated, and recommendations only will be made for necessary improvements beyond those described here (i.e. new coatings for crane rail system). This scope does not include design of those recommendations. The chemical equipment is electrically fed from its associated building, which is currently being replaced through another City project and is assumed can be reused. The City will continue to control the disinfection system as it is today. The existing PLC will be replaced to accommodate the new equipment and safety features and HMI screens will be updated. The existing chlorine residual analyzer, ammonia analyzer and level instruments at the effluent weirs within the chlorine contact tank will be reused. The location of the level transducer may need to be improved to provide a better, more accurate flow measurement with the increased water surface elevations at higher peak flows. In addition to the permanent system expansion, a simple temporary disinfection system will be designed to ensure continued disinfection during construction of these disinfection improvements. Note that the existing groundwater dewatering systems to prevent tank uplift are not functional. Temporary dewatering will be specified to be provided by the contractor for tank protection. This will be included as a separate bid item. The location of temporary wells will need to be restricted due to the electrical and communication duct banks in this general vicinity. Arcadis and its subconsultant will prepare bidding documents, provide assistance during bidding and perform construction administration services. The City will perform construction inspection. The subconsultant Donohue & Associates, Inc. will evaluate and confirm the return sludge pumps (including drain) for Final Clarifier Nos. 1 through 5, replace the Aeration Tank Nos. 1 through 4 Pass 2 gates, and provide electrical and I/C work for all project components. A SharePoint site will be established for use during design, and PMIS will be established for use during construction. The scope of engineering services shall include the following: 1. Project Management. Provide project management including scope, budget and schedule control; project coordination; maintenance of records; project setup, invoicing, and close-out. 2. Kick-off and Design Review Meetings. Meet with the City to kick-off the project including a site visit to perform initial above -ground field investigations. Meet in -person with the City monthly to share progress, resolve outstanding items, perform additional field needs, and review deliverables and design progress for 50% and 90% designs. In addition, up to four conference calls are included. 3. Survey. A survey may be required during design for key spot elevations. Any survey will be provided via subcontract services. A $5,000 allowance is provided if survey is needed. 4. Preliminary (50%) Design. Conduct a preliminary design including the following tasks. a. During the kick-off meeting, inspect Aeration Tank Nos. 1-4 from the surface to determine if shutting down one aeration tank is required to determine the gate replacement and weir extension needs. If required, the City will shutdown, dewater and clean one aeration tank for inspection at a follow-on visit. At that follow-on visit, inspect Final Clarifier Nos. 1 through 5 also to determine equipment replacement needs and extent of structural rehabilitation required. This will require the City to shutdown, dewater and clean one or two clarifiers at a time. b. Confirm existing return sludge pumps are adequate for process and to drain the tanks. c. Confirm hydraulics to determine aeration tank weir configuration and elevation. d. Confirm structural, instrumentation and control, and electrical needs. .....Wo as auPages (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. e. Obtain manufacturers' cut sheets including materials of construction, cost quotes, delivery schedules, and dimensions from vendors for equipment. f. Develop preliminary requirements for construction phasing and for coordination with Owner's operations including allowable tank shutdowns and scheduling. g. Perform a constructability review of the design at this time. h. Develop preliminary engineer's opinion of probable construction costs. i. Prepare preliminary drawings and major equipment specifications. j. Summarize the above tasks in a Basis of Design Report. 5. Construction Drawings. Prepare detailed drawings to show the general scope, extent and character of the work to be furnished and performed by Contractor. The plans will show mechanical equipment configuration and layout, structural components and details, electrical equipment and connections, and equipment and schematics for process instrumentation and control. Record drawings will be recreated in AutoCAD for use as the base sheets. 6. Project Manual. Prepare a Project Manual to supplement the detailed design drawings. The manual will include a notice to bidders, instructions to bidders, bid form, bid bond, agreement, performance and payment bonds, general conditions and supplementary conditions (prepared using ARCADIS' standard front-end documents, which are based on the Engineers Joint Contract Documents Committee), and Specifications (which will be prepared in conformance with the fifty -division format of the Construction Specifications Institute). The City's standard specifications will be reviewed and required portions only included. 7. Opinion of Construction Costs. In addition to the preliminary design cost estimate (noted above), prepare engineer's opinion of probable construction costs for each design deliverable. 8. Construction Schedule. Prepare construction schedule establishing advertisement dates, bid opening, notice -to -proceed, and critical milestone dates for each design deliverable. 9. Bid Assistance. Assist the City in advertising for bids. Provide ARC Indiana, the City's reproduction company, with Bidding Documents for their distribution to plan holders. ARC Indiana will distribute the documents and maintain a record of plan holders. Prepare addenda as appropriate and provide to ARC Indiana for their distribution. Conduct and attend a pre -bid meeting. Attend the bid opening and reading of the bids and obtain bids for review. Prepare bid tabulation, review bids, and recommend to the City regarding the award of the contract. Upon successful completion of the bidding phase, the following construction services apply. 10. General Administration of Construction Contract. Consult with Owner and act as Owner's representative as provided in the Construction Contract. The extent and limitations of the duties, responsibilities, and authority of Engineer as assigned in the Construction Contract shall not be modified, except as Engineer may otherwise agree in writing. All of Owner's instructions to Contractor will be issued through Engineer, which shall have authority to act on behalf of Owner in dealings with Contractor to the extent provided in this Agreement and the Construction Contract except as otherwise provided in writing 11. Pre -Construction Conference. Participate in a Pre -Construction Conference prior to commencement of Work at the Site. The conference will be attended by Engineer. 12. Schedules. Receive, review, and determine the acceptability of schedules that Contractor is required to submit to Engineer, including the Progress Schedule, Schedule of Submittals, and Schedule of Values. Page 4 (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. 13. Visits to Site and Observation of Construction. In connection with observations of Contractor's Work while it is in progress: Make visits to the Site at intervals appropriate to the various stages of construction, as Engineer deems necessary, to observe as an experienced and qualified design professional the progress of Contractor's executed Work. Such visits and observations by Engineer are not intended to be exhaustive or to extend to every aspect of Contractor's Work in progress or to involve detailed inspections of Contractor's Work in progress beyond the responsibilities specifically assigned to Engineer in this Agreement and the Contract Documents, but rather are to be limited to spot checking, selective sampling, and similar methods of general observation of the Work based on Engineer's exercise of professional judgment, as assisted by the Owner's Resident Project Representative. Based on information obtained during such visits and observations, Engineer will determine in general if the Work is proceeding in accordance with the Contract Documents, and Engineer shall keep Owner informed of the progress of the Work. Engineer will visit the Site on the same day of each construction progress meeting. The scope of these engineering services is based on up to 18 progress meetings and up to 7 visits at the Site particularly during the heavy construction phase of the Project. Engineer's subconsultants will also visit the site, with number of visits as specified in their respective scope (provided to the Owner as requested). The purpose of Engineer's visits to the Site will be to enable Engineer to better carry out the duties and responsibilities assigned to and undertaken by Engineer during the Construction Phase, and, in addition, by the exercise of Engineer's efforts as an experienced and qualified design professional, to provide for Owner a greater degree of confidence that the completed Work will conform in general to the Contract Documents and that Contractor has implemented and maintained the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. Engineer shall not, during such visits or as a result of such observations of Contractor's Work in progress, supervise, direct, or have control over Contractor's Work, nor shall Engineer have authority over or responsibility for the means, methods, techniques, sequences, or procedures of construction selected or used by Contractor, for security or safety at the Site, for safety precautions and programs incident to Contractor's Work, nor for any failure of Contractor to comply with Laws and Regulations applicable to Contractor's furnishing and performing the Work. Accordingly, Engineer neither guarantees the performance of any Contractor nor assumes responsibility for any Contractor's failure to furnish or perform the Work in accordance with the Contract Documents. 14. Defective Work. Reject Work if, on the basis of Engineer's observations, Engineer believes that such Work (a) is defective under the standards set forth in the Contract Documents, (b) will not produce a completed Project that conforms to the Contract Documents, or (c) will imperil the integrity of the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 15. Clarifications and Interpretations; Field Orders. Issue necessary clarifications and interpretations of the Contract Documents as appropriate to the orderly completion of Contractor's work. Such clarifications and interpretations will be consistent with the intent of and reasonably inferable from the Contract Documents. Subject to any limitations in the Contract Documents, Engineer may issue field orders authorizing minor variations in the Work from the requirements of the Contract Documents. Prepare a tracking log for clarifications and interpretations as part of the electronic data information system developed by Engineer. Page 5 (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. 16. Change Orders and Work Change Directives. Recommend change orders and work change directives to Owner, as appropriate, and prepare change orders and work change directives as required. 17. Shop Drawings and Samples. Review and approve or take other appropriate action in respect to Shop Drawings and Samples and other data which Contractor is required to submit, but only for conformance with the information given in the Contract Documents and compatibility with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. Such reviews and approvals or other action will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions and programs incident thereto. Engineer shall meet any Contractor's submittal schedule that Engineer has accepted. Prepare a tracking log for submittals as part of the electronic data information system developed by Engineer. 18. Substitutes and "or -equal" Requests. Review the Contractor's requests for product substitutions and "or equal"; Engineer will separately track the time and expense required for such reviews and invoice the Client for such reviews as Additional Services. 19.Inspections and Tests. The Owner's Resident Project Representative will require such special inspections or tests of Contractor's work as deemed reasonably necessary, and receive and review all certificates of inspections, tests, and approvals required by Laws and Regulations or the Contract Documents. Any review by Engineer of such certificates will be for the purpose of determining that the results certified indicate compliance with the Contract Documents and will not constitute an independent evaluation that the content or procedures of such inspections, tests, or approvals comply with the requirements of the Contract Documents. Engineer shall be entitled to rely on the results of such tests. 20. Change Proposals and Claims. (a) Review and respond to Change Proposals. Review each duly submitted Change Proposal from Contractor and, within 30 days after receipt of the Contractor's supporting data, either deny the Change Proposal in whole, approve it in whole, or deny it in part and approve it in part. Such actions shall be in writing, with a copy provided to Owner and Contractor. If the Change Proposal does not involve the design (as set forth in the Drawings, Specifications, or otherwise), the acceptability of the Work, or other engineering or technical matters, then Engineer will notify the parties that the Engineer will not resolve the Change Proposal. (b) Provide information or data to Owner regarding engineering or technical matters pertaining to Claims. 21. Applications for Payment. Based on Engineer's observations as an experienced and qualified design professional and on review of Applications for Payment and accompanying supporting documentation. Determine the amounts that Engineer recommends Contractor be paid. Such recommendations of payment will be in writing and will constitute Engineer's representation to Owner, based on such observations and review, that, to the best of Engineer's knowledge, information and belief, Contractor's Work has progressed to the point indicated, the Work is generally in accordance with the Contract Documents (subject to an evaluation of the Work as a functioning whole prior to or upon Substantial Completion, to the results of any subsequent tests called for in the Contract Documents, and to any other qualifications stated in the recommendation), and the conditions precedent to Contractor's being entitled to such payment appear to have been fulfilled in so far as it is Engineer's responsibility to observe Contractor's Work. In the case of unit price work, Engineer's recommendations of payment will include final determinations of quantities and classifications of Contractor's Work (subject to any subsequent adjustments allowed by the Contract Documents). 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. • By recommending any payment, Engineer shall not thereby be deemed to have represented that observations made by Engineer to check the quality or quantity of Contractor's Work as it is performed and furnished have been exhaustive, extended to every aspect of Contractor's Work in progress, or involved detailed inspections of the Work beyond the responsibilities specifically assigned to Engineer in this Agreement and the Contract Documents. Neither Engineer's review of Contractor's Work for the purposes of recommending payments nor Engineer's recommendation of any payment including final payment will impose on Engineer responsibility to supervise, direct, or control Contractor's Work in progress or for the means, methods, techniques, sequences, or procedures of construction or safety precautions or programs incident thereto, or Contractor's compliance with Laws and Regulations applicable to Contractor's furnishing and performing the Work. It will also not impose responsibility on Engineer to make any examination to ascertain how or for what purposes Contractor has used the moneys paid on account of the Contract Price, or to determine that title to any portion of the Work in progress, materials, or equipment has passed to Owner free and clear of any liens, claims, security interests, or encumbrances, or that there may not be other matters at issue between Owner and Contractor that might affect the amount that should be paid. 22. Contractor's Completion Documents. Receive, review, and transmit to Owner maintenance and operating instructions, schedules, guarantees, bonds, certificates or other evidence of insurance required by the Contract Documents, certificates of inspection, tests and approvals, Shop Drawings, Samples and other data approved, and transmit the annotated record documents which are to be assembled by Contractor in accordance with the Contract Documents to obtain final payment. 23. Substantial Completion. Promptly after notice from Contractor that Contractor considers the entire Work ready for its intended use, in company with Owner and Contractor, visit the Project to determine if the Work is substantially complete. If after considering any objections of Owner, Engineer considers the Work substantially complete, Engineer shall deliver a certificate of Substantial Completion to Owner and Contractor. 24. Record Drawings. Prepare Record Drawings showing appropriate record information based on Project annotated record documents received from Contractor and furnishing such Record Drawings to Owner. A hard copy (full size drawings) and electronic copy (in AutoCAD and pdf file format) will be submitted to the Owner. AutoCAD version shall be based on the Owner's standards. 25. Additional Tasks: Perform or provide the following additional tasks or deliverables: +► Electronic Document Management System: Prepare, host and maintain an electronic document management system to be used by the Client, Contractor, Engineer and its subconsultants. • I/C Coordination and Process Control System Testing: Attend coordination meeting with the Owner and I/C System Supplier regarding programming to be peformed by the I/C System Supplier. Attend field testing of process control system components for Final Clarifier Nos. 1 through 5 and disinfection system work only. Engineer will attend I/C coordination meeting with the remaining services performed by its subconsultant. • Training: Prepare and deliver operator training in two training modules: one associated with the start-up of Final Clarifier Nos. 1 through 5 and the second associated with the startup of disinfection. The training module will include an instructor guide consisting of a lesson plan, learning objectives, a student pre -test, and audio visual aids. The student guide shall include process overview, control system, operation information, drawings, and visual aids. Engineer will mmmm�mmmmmmmmm .. . ........ 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. attend the Contractor's vendor training and review training for conformance with the Contract Documents. This will be performed by subconsultant. • Start -Up Assistance: Assist with preparation of startup plans to coordinate the responsibilities of the Contractor, I&C system supplier, and the Owner at the time when construction is complete and the facilities are ready for operation. On -site services will be provided to assist in the start-up of Final Clarifier Nos. 1 through 5 and the disinfection facilities. This will be performed by subconsultant. 26. Final Notice of Acceptability of the Work. Conduct a final visit to the Project to determine if the completed Work of Contractor is acceptable so that Engineer may recommend, in writing, final payment to Contractor. Accompanying the recommendation for final payment, Engineer shall also provide a notice in the form attached hereto as Exhibit E (the "Notice of Acceptability of Work") that the Work is acceptable to the best of Engineer's knowledge, information, and belief and based on the extent of the services provided by Engineer under this Agreement. The scope of these engineering services is based on the final visit conducted during the regular progress meeting. Deliverables This project includes the following deliverables. 1. Preliminary (50%) Design. This submittal includes documents that communicate the results of the preliminary design and establishes the scope of the construction work. • Preliminary drawings showing layouts • Preliminary construction phasing • Technical specifications for major equipment • Opinion of probable construction cost • Preliminary construction schedule • Hard copies (four each, half size drawings) and one electronic copy (pdf, searchable format) 2. 90% Design Submittal. This submittal includes documents that communicate the detailed design approach and intent of all disciplines. • List of major equipment items and vendors to be named in the specifications • Design drawings showing required demolitions, layouts, electrical -single line diagrams • Project specifications: front end, general requirements, and technical specifications • Opinion of probable construction cost • Preliminary construction schedule • Hard copies (four half-size drawings, two project manuals) and one electronic copy (pdf, searchable format) 3. Bid Submittal. This submittal includes 100% complete drawings and specifications suitable for bid purposes, opinion of probable construction costs, construction schedule, and design calculations, and has all City comments incorporated. Hard copies (three full-size drawings, four half-size drawings, and four project manuals) and one electronic copy (pdf, searchable format) will be submitted to the City. 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. PART 2 — ADDITIONAL SERVICES A2.01 Additional Services Requiring Owner's Written Authorization A. If authorized in writing by Owner, Engineer shall furnish or obtain from others Additional Services of the types listed below. Preparation of applications and supporting documents (in addition to those furnished under Basic Services) for private or governmental grants, loans, or advances in connection with the Project; preparation or review of environmental assessments and impact statements; review and evaluation of the effects on the design requirements for the Project of any such statements and documents prepared by others; and assistance in obtaining approvals of authorities having jurisdiction over the anticipated environmental impact of the Project. 2. Services to make measured drawings of or to investigate existing conditions or facilities, or to verify the accuracy of drawings or other information furnished by Owner or others. 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. Services resulting from Owner's request to evaluate additional Study and Report Phase alternative solutions beyond those identified in Part 1. 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 Part 1. 10. Services during out-of-town travel required of Engineer other than for visits to the Site or Owner's office. 11. Preparing for, coordinating with, participating in and responding to structured independent review processes, including, but not limited to, construction management, cost estimating, .mm.mm.mmm..mm............... 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. project peer review, value engineering, and constructibility review requested by Owner; and performing or furnishing services required to revise studies, reports, Drawings, Specifications, or other Bidding Documents as a result of such review processes. 12. Preparing additional Bidding Documents or Contract Documents for alternate bids or prices requested by Owner for the Work or a portion thereof. 13. Assistance in connection with Bid protests, rebidding, or renegotiating contracts for construction, materials, equipment, or services, except when such assistance is required by Exhibit F. 14. Providing construction surveys and staking to enable Contractor to perform its work other than as required under Part 1, and any type of property surveys or related engineering services needed for the transfer of interests in real property; and providing other special field surveys. 15. Providing Construction Phase services beyond the original date for completion and readiness for final payment of Contractor. 16. Providing assistance in responding to the presence of any Constituent of Concern at the Site, in compliance with current Laws and Regulations. 17. Preparation of operation and maintenance manuals. 18. 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. 19. Providing more extensive services required to enable Engineer to issue notices or certifications requested by Owner. 20. Assistance in connection with the adjusting of Project equipment and systems. 21. Assistance to Owner in training Owner's staff to operate and maintain Project equipment and systems. 22. Assistance to Owner in developing procedures for (a) control of the operation and maintenance of Project equipment and systelns, and (b) related record -keeping. 23. Overtime work requiring higher than regular rates. 25. Other services performed or furnished by Engineer not otherwise provided for in this Agreement. A2.02 Additional Services Not Requiring Owner's Written Authorization A. Engineer shall advise Owner in advance that Engineer is will immediately commence to perform or furnish the Additional Services of the types listed below. For such Additional Services, Engineer need not request or obtain specific advance written authorization from Owner. Engineer shall cease performing or furnishing such Additional Services upon receipt of written notice from Owner. 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. 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. 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. 8. Reviewing a Shop Drawing more than three times, as a result of repeated inadequate submissions by Contractor. 9. While at the Site, compliance by Engineer and its staff with those terms of Owner's or Contractor's safety program provided to Engineer subsequent to the Effective Date that exceed those normally required of engineering personnel by federal, state, or local safety authorities for similar construction sites. Page 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. This is EXHIBIT B, consisting of 3 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated , Owner's Responsibilities Article 2 of the Agreement is supplemented to include the following agreement of the parties. B2.01 In addition to other responsibilities of Owner as set forth in this Agreement, Owner shall at its expense: A. Provide Engineer with all criteria and full information as to Owner's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility, and expandability, and any budgetary limitations; and furnish copies of all design and construction standards which Owner will require to be included in the Drawings and Specifications; and furnish copies of Owner's standard forms, conditions, and related documents for Engineer to include in the Bidding Documents, when applicable. B. Furnish to Engineer any other available information pertinent to the Project including reports and data relative to previous designs, or investigation at or adjacent to the Site. C. Following Engineer's assessment of initially -available Project information and data and upon Engineer's request, furnish or otherwise make available such additional Project related information and data as is reasonably required to enable Engineer to complete its Basic and Additional Services. Such additional information or data would generally include the following: 1. Property descriptions, 2. Zoning, deed, and other land use restrictions. 3. Property, boundary, easement, right-of-way, and other special surveys or data, including establishing relevant reference points. 4. Explorations and tests of subsurface conditions at or contiguous to the Site, drawings of physical conditions relating to existing surface or subsurface structures at the Site, or hydrographic surveys, with appropriate professional interpretation thereof. 5. Environmental assessments, audits, investigations, and impact statements, and other relevant environmental or cultural studies as to the Project, the Site, and adjacent areas. 6. Data or consultations as required for the Project but not otherwise identified in the Agreement or the Exhibits thereto. D. Give prompt written notice to Engineer whenever Owner observes or otherwise becomes aware of the presence at the Site of any Constituent of Concern, or of any other development that affects the scope or time of performance of Engineer's services, or any defect or nonconformance in Engineer's services, the Work, or in the performance of any Contractor. Page 1 (Exhibit B — Owner's Responsibilities) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. E. Authorize Engineer to provide Additional Services as set forth in Part 2 of Exhibit A of the Agreement as required. F. Arrange for safe access to and make all provisions for Engineer to enter upon public and private property as required for Engineer to perform services under the Agreement. G. Examine all alternate solutions, studies, reports, sketches, Drawings, Specifications, proposals, and other documents presented by Engineer (including obtaining advice of an attorney, insurance counselor, and other advisors or consultants as Owner deems appropriate with respect to such examination) and render in writing timely decisions pertaining thereto. H. Provide reviews, approvals, and permits from all governmental authorities having jurisdiction to approve all phases of the Project designed or specified by Engineer and such reviews, approvals, and consents from others as may be necessary for completion of each phase of the Project. I. Recognizing and acknowledging that Engineer's services and expertise do not include the following services, provide, as required for the Project: 1. Accounting, bond and financial advisory, independent cost estimating, and insurance counseling services. 2. Legal services with regard to issues pertaining to the Project as Owner requires, Contractor raises, or Engineer reasonably requests. 3. Such auditing services as Owner requires to ascertain how or for what purpose Contractor has used the moneys paid. J. Place and pay for advertisement for Bids in appropriate publications. K. Advise Engineer of the identity and scope of services of any independent consultants employed by Owner to perform or furnish services in regard to the Project, including, but not limited to, cost estimating, project peer review, value engineering, and constructibility review. L. Furnish to Engineer data as to Owner's anticipated costs for services to be provided by others (including, but not limited to, accounting, bond and financial, independent cost estimating, insurance counseling, and legal advice) for Owner so that Engineer may assist Owner in collating the various cost categories which comprise Total Project Costs. M. If Owner designates a construction manager or an individual or entity other than, or in addition to, Engineer to represent Owner at the Site, define and set forth as an attachment to this Exhibit B the duties, responsibilities, and limitations of authority of such other party and the relation thereof to the duties, responsibilities, and authority of Engineer. N. If more than one prime contract is to be awarded for the Work designed or specified by Engineer, designate a person or entity to have authority and responsibility for coordinating the activities among the various prime Contractors, and define and set forth the duties, responsibilities, and limitations of authority of such individual or entity and the relation thereof to the duties, Page 2 (Exhibit B —Owner's Responsibilities) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. responsibilities, and authority of Engineer as an attachment to this Exhibit B that is to be mutually agreed upon and made a part of this Agreement before such services begin. O. Attend the pre -bid conference, bid opening, pre -construction conferences, construction progress and other job -related meetings, and Substantial Completion and final payment visits to the Project. P. Provide the services of an independent testing laboratory to perform all inspections, tests, and approvals of samples, materials, and equipment required by the Contract Documents, or to evaluate the performance of materials, equipment, and facilities of Owner, prior to their incorporation into the Work with appropriate professional interpretation thereof. Q. Provide Engineer with the findings and reports generated by the entities providing services to Owner pursuant to this paragraph. R. Inform Engineer in writing of any specific requirements of safety or security programs that are applicable to Engineer, as a visitor to the Site. Page 3 (Exhibit B — Owner's Responsibilities) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. This is EXHIBIT C, consisting of 2 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated , Payments to Engineer for Services and Reimbursable Expenses Basic Services — Standard Hourly Rates Article 2 of the Agreement is supplemented to include the following agreement of the parties: ARTICLE 2 — OWNER'S RESPONSIBILITIES C2.01 Compensation For Basic Services —Standard Hourly Rates Method of Payment A. Owner shall pay Engineer for Basic Services set forth in Exhibit A as follows: An amount equal to the cumulative hours charged to the Project by each class of Engineer's personnel times Standard Hourly Rates for each applicable billing class for all services performed on the Project, plus Reimbursable Expenses and Engineer's Consultants' charges, if any. 2. Engineer's Reimbursable Expenses Schedule and Standard Hourly Rates are attached to this Exhibit C as Appendices 1 and 2. 3. The total compensation for services under Paragraph C2.01 is estimated to be $793,770. 4. Engineer may alter the distribution of compensation between individual phases of the work noted herein to be consistent with services actually rendered, but shall not exceed the total estimated compensation amount unless approved in writing by Owner. See also C2.03.C.2 below. The total estimated compensation for Engineer's services included in the breakdown by phases as noted in Paragraph C2.01.A.3 incorporates all labor, overhead, profit, Reimbursable Expenses and Engineer's Consultants' charges. 6. The amounts billed for Engineer's services under Paragraph C2.01 will be based on the cumulative hours charged to the Project during the billing period by each class of Engineer's employees times Standard Hourly Rates for each applicable billing class, plus Reimbursable Expenses and Engineer's Consultants' charges. 7. The Standard Hourly Rates and Reimbursable Expenses Schedule will be adjusted annually (as of January 1, 2019) to reflect equitable changes in the compensation payable to Engineer. C2.02 Compensation For Reimbursable Expenses A. Owner shall pay Engineer for all Reimbursable Expenses at the rates set forth in Appendix 1 to this Exhibit C. 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. 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 10 percent. 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 10 percent. 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. 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 either exercise its right to suspend or terminate Engineer's services for Owner's convenience, agree to such compensation exceeding said estimated amount, or agree to a reduction in the remaining services to be rendered by Engineer, so that total compensation for such services will not exceed said estimated amount when such services are completed. If Owner decides not to suspend the Engineer's services during the negotiations and Engineer exceeds the estimated amount before Owner and Engineer have agreed to an increase in the compensation due Engineer or a reduction in the remaining services, then Engineer shall be paid for all services rendered hereunder. D. To the extent necessary to verify Engineer's charges and upon Owner's timely request, Engineer shall make copies of such records available to Owner at cost. Paget 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 I to EXHIBIT C, consisting of 1 page, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated , 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: Mileage (auto) 0.5 smile Pagel 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 , Standard Hourly Rates Schedule A. Standard Hourly Rates: Standard Hourly Rates are set forth in this Appendix 2 to this Exhibit C and include salaries and wages paid to personnel in each billing class plus the cost of customary and statutory benefits, general and administrative overhead, non -project operating costs, and operating margin or profit. 2. The Standard Hourly Rates apply only as specified in Article C2. B. Schedule: Hourly rates for services performed on or after the date of the Agreement are: ... ........................................................ ........ Category Hourly Rate Design Tech II/Field Technician II 71 Drafter I/Field Technician III and IV 84 Drafter II/Field Technician V 96 Document Tech 120 Project Assistant I and II 134 CADD Designer /Field Supervisor 184 Engineer/Scientist 125 Staff Engineer/Scientist/Architect 140 Project Engineer/ Scientist/Architect 150 Senior Engineer/ Scientist/Architect 1 162 Senior Engineer/Scientist/Architect II 185 Principal Engineer/Scientist/Architect 1 232 I Principal Engineer/Scientist/Architect II 265 Engineer/Scientist Director 281 Page 1 Exhibit C — Appendix 2: Standard Hourly Rates Schedule EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright c0 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 for Professional Services dated , Insurance Paragraph 6.04 of the Agreement is supplemented to include the following agreement of the parties. G6.04 Insurance A. The limits of liability for the insurance required by Paragraph 6.04.A and 6.04.B of the Agreement are as follows: 1. By Engineer: a. Workers' Compensation: b. Employer's Liability -- l) Each Accident: 2) Disease, Policy Limit: 3) Disease, Each Employee: c. General Liability -- 1) Each Occurrence (Bodily Injury and Property Damage): 2) General Aggregate: d. Excess or Umbrella Liability -- 1) Each Occurrence: 2) General Aggregate: Statutory $1,000,000 $1,000,000 $1,000,000 $1,000,000 $2,000,000 $5,000,000 $5,000,000 e. Automobile Liability --Combined Single Limit (Bodily Injury and Property Damage): Each Accident $1,000,000 f. Professional Liability — 1) Each Claim Made $1,000,000 2) Annual Aggregate $1,000,000 g. Other (specify): None ryryww. Page 1 (Exhibit G - Insurance) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright OO 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 2. By Owner: a. The City of South Bend is a municipal corporation organized under the laws of the State of Indiana, and is self -insured under provisions of Indiana statutes and local ordinance. Specifically, the City of South Bend maintains blanket insurance coverage over real and personal property, and is covered by a non -reverting insurance premium and liability reserve fund created by the City of South Bend, Ordinance #6657-79, pursuant to Indiana Code 34-13-3-4, as amended from time to time. Under said statute, the City's liability is limited to: 1) Seven hundred thousand dollars ($700,000) for a cause of action that accrues on or after January 1, 2008; and 2) Five million dollars ($5,000,000) for injury to or death of all persons in that occurrence,; and 3) A governmental entity or an employee of a governmental entity acting within the scope of employment is not liable for punitive damages. B. Additional Insureds: 97 the4t4-m of this u� t a i l it iefty-pol._­ 3. The Owner shall be listed on Engineer's general liability policy as provided in Paragraph 6.04.A. Page 2 (Exhibit G - Insurance) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 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 , Limitations of Liability Paragraph 6.10 of the Agreement is supplemented to include the following agreement of the parties: A. Limitation of Engineer's Liability Engineer's Liability Limited to Amount of Insurance Proceeds: Engineer shall procure and maintain insurance as required by and set forth in Exhibit G to this Agreement. Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by law, the total liability, in the aggregate, of Engineer and Engineer's officers, directors, members, partners, agents, employees, and Consultants to Owner and anyone claiming by, through, or under Owner for any and all claims, losses, costs, or damages whatsoever arising out of, resulting from, or in any way related to the Project or the Agreement from any cause or causes, including but not limited to the negligence, professional errors or omissions, strict liability, breach of contract, indemnity obligations, or warranty express or implied, of Engineer or Engineer's officers, directors, members, partners, agents, employees, or Consultantss (hereafter "Owner's Claims"), shall not exceed the total insurance proceeds paid on behalf of or to Engineer by Engineer's insurers in settlement or satisfaction of Owner's Claims under the terms and conditions of Engineer's insurance policies applicable thereto (excluding fees, costs and expenses of investigation, claims adjustment, defense, and appeal). ° ,. .. to B. Indemnification by Owner: To the fullest extent permitted by law, Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, and Consultants from and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court, arbitration, or other dispute resolution costs) arising out of or relating to the Project, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of Owner or Owner's officers, directors, members, partners, agents, employees, consultants, or others retained by or under contract to the Owner with respect to this Agreement or to the Project. Page 1 (Exhibit I- Limitations of Liability) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date JuIN, 15 2019 Department Name Jacob M. Klosinski En PlAncering / Utilities . ....... ... ........ 33 2019 Phone Extension Ext. 9496 BPW Date JuLy2 Required Prior to Submittal to Board .. .. .... . ............ BPW Attorney Z Attorney Name 'Clara McDaniels Dept. Attorney F-1 Attorney Name Purchasing Z Michael Schmidt .... . . . ..... . . . . . ......... Check the Appropriate ............... . . ..... ........ Item�,)e Professional Services Agreement Contract Open Market Contract E] Amendment/Addendum n Bid Opening E] Bid Award 0 Quote Opening El Quote Award E] Proposal Opening n C/O & PCA No. Ej Chg. Order, No. Ej Traffic Control F-1 Other: Company or Vendor Name New Vendor MBE/WBE Contractor Project Name Project Number Funding Source Account No. Amount Terms of Contract Purpose/Description red,for All Submissions Information " Proposal F-1 Special Purchase, QPA Req. to Advertise ❑ Reject Bids/Quotes ❑ PCA F] Resolution F] Ease./Encroach . . .. . ........ - El Title Sheel Arcadis U.S., Inc. (Indianapolis, IN) if Yes I Yes, Approved by Purchasing No ❑ MBE WBE Completed E-Verify Form Attached ❑ Nos WWTP Secondary and Disinfection Improvements Utilities - Wastewaterw n ineerinR and Utilities Wastewater Cap 641-0630-793-31-02 (En&eering) and 642-0630-415-43-66 (Capital) . .. ... .... . ... ... ... ..., -14 . 0 . 0 . 0 . 0 . 0 (En neeriU) and $393,770 (Capital) --------- _: Lump Sum (Design) and Hourly Not to Exceed (Bidding Constr. Admin) The Division of Eng-'in"-ec-"'r"in—aiidD"-"i-vis—i,ori of Utilities, request the Board of Public Works approval of a Professional Services Agreement with &qqmgnLAA Arcadis U,S.. Inc. to orovide design and construction administration services for Secondary Treatment and Disinfection Improvements at the Wastewater 1'rcatment Plant as part of" the City's continued efforts, with its Long Term Change For Ch ........ . . ........... . . . ....... . ...... . .......... . . . .............. . . ......... . .. . . . .... . .... . .... - ge Orders Only Amount of Ej increase $ Decrease ($ Previous Amount $ Increase % Current Percent of Change: Decrease % New Amount $ Increase % Total Percent of Change: Decrease %) Time Extension Amount: New Completion Date: