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HomeMy WebLinkAboutPSA - Develop Risk and Resilience Assessment and Emergency Response Plan and Provide Training for American Water Infrastructure Act Compliance - Arcadis U.S., Inc.1316 COUNTY -CITY BUILDINGrj PHONE 574/ 235-9251 227 W. JEFFERSON BOULEVARD )11FACT FAX 574/ 235-9171 SOI ITH BFND. INDIANA 46601-1930 va r CITY OF SOUTH BEND JAMES MUELLER, MAYOR BOARDU LIC WORKS January 14, 2020 Ms. Amy E. Smitley Arcadis U.S., Inc. 150 W. Market St., Suite 728 Indianapolis, IN 46204 RE: Professional Services Agreement Dear Ms. Smitley: The Board of Public Works, at its meeting held on January 14, 2020, approved the above referenced agreement for developing risk and resilience assessments and an emergency response plan to provide training for the American Water Infrastructure Act Compliance in the amount of $234,090. 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 ELIZABETH A. MARADIK THERESE J. DORAU JORDAN V. GATHERS JOSEPH R. MOLNAR r ENGINEERS JOINT CONTRACT DOCUMENTS COMMITTEE AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES THIS IS AN AGREEMENT effective as of ("Effective Date") between Board of Public Works Cit: of South Bend Indiana ("Owner") and Arcadis I.S. Inca ("Engineer"). Owner's Project, of which Engineer's services under this Agreement are apart, is generally identified as follows: RRA and ERP for AWIA Compliance ("Project"). Engineer's Services under this Agreement are generally identified as follows: Develop a Risk and, Resilience Assessment RI A and Ernergengy Response Plan EiRP and also provide training and exercises to ensure the City is in compliance with the AWIA re uirel ents. Owner and Engineer further agree as follows: 1.01 Basic Agreement and Period of Service A. Engineer shall provide, or cause to be provided, the services set forth in this Agreement. If authorized by Owner, or if required because of changes in the Project, Engineer shall furnish services in addition to those set forth above. Owner shall pay Engineer for its services as set forth in Paragraphs 7.01 and 7.02. B. Engineer shall complete its services within a reasonable time, or within the following specific time period: A five -month schedule is anticipated for the RRA, followed up an additional four -month period for the ERP, and a six-month period to complete the training and exercises. This is all depending on the City's availability for workshops and document reviews. 2.01 Payment Procedures A. Invoices: Engineer shall prepare invoices in accordance with its standard invoicing practices and submit the invoices to Owner on a monthly basis. Invoices are due and payable within N 35 days of receipt.: " ' , k 71ft " 4I r t41 % r-t� it l , of4r C1+%— In addition, Engineer may, after giving seven days written notice to Owner, suspend services under this Agreement until Engineer has been paid in full all amounts due for services, Page 1 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services 4'opyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. expenses, and other related charges. Owner waives any and all non -disputed claims against Engineer for any such suspension. Peye � -to-t)r- 9 3.01 Termination A. The obligation to continue performance under this Agreement may be terminated: 1. For cause, a. By either party upon 30 days written notice in the event of substantial failure by the other party to perform in accordance with the Agreement's terms through no fault of the terminating party. Failure to pay Engineer for its services is a substantial failure to perform and a basis for termination. 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 for more than 90 days for reasons beyond Engineer's control. Engineer shall have no liability to Owner on account of a termination by Engineer under Paragraph 3.0l .A.l .b. c. Notwithstanding the foregoing, this Agreement will not terminate as a result of a substantial failure under Paragraph 3.0l.A.l .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 of notice; 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, by Owner effective upon Engineer's receipt of written notice from Owner. B. The terminating parry under Paragraph 3.01.A may set the effective date of termination at a time up to 30 days later than otherwise provided to allow Engineer 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. C. In the event of any termination under Paragraph 3.01, Engineer will be entitled to invoice Owner and to receive full payment for all non -disputed services performed or furnished in accordance with this Agreement and all reimbursable expenses incurred through the effective date of termination. Page 2 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright C 2008 National Society of Professional Eq veers for EJCDC. All ri hts reserved 4.01 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 4.01.13 the assigns of Owner and Engineer) are hereby bound to the other parry 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, 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. 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. 5.01 General Considerations A. The standard of care for all professional engineering and related services performed or furnished by Engineer under this Agreement will be the care and skill ordinarily used by members of the subject profession practicing under similar circumstances at the same time and in the same locality. Engineer makes no warranties, express or implied, under this Agreement or otherwise, in connection with Engineer's services. Subject to the foregoing standard of care, 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. B. Engineer shall not at any time supervise, direct, control, or have authority over any contractor's 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 Project 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. C. This Agreement is to be governed by the law of the state or jurisdiction in which the Project is located. D. Engineer neither guarantees the performance of any contractor nor assumes responsibility for any contractor's failure to furnish and perform its work in accordance with the contract between Owner and such contractor. Engineer is not responsible for variations between actual construction bids or costs and Engineer's opinions or estimates regarding construction costs. E. 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 employees) at the Project site or otherwise furnishing or performing any construction work; or for Page 3 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Coyri ht C 2008 National Society of Professional Engineers for EJCDC. All rights reserved. any decision made regarding the construction contract requirements, or any application, interpretation, or clarification of the construction contract other than those made by Engineer. F. 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 the parties agree otherwise. G. The Owner acknowledges the Engineer's construction documents, including all electronic files, as instruments of professional services. Owner shall have a limited license to use the documents on the Project, extensions of the Project, and for related uses of the Owner, 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. 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. H. To the fullest extent permitted by law, Owner and Engineer (1) waive against each other, and the other's employees, officers, directors, 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, and (2) agree that Engineer's total liability to Owner under this Agreement shall be limited to 150,000 or the total amount of compensation received by Engineer, whichever is greater. I. The parties acknowledge that Engineer's scope of services does not include any services related to a Hazardous Environmental Condition (the presence of asbestos, PCBs, petroleum, hazardous substances or waste as defined by the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq., or radioactive materials). If Engineer or any other party encounters a Hazardous Environmental Condition, 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 Hazardous Environmental Condition; and (2) warrants that the Site is in full compliance with applicable Laws and Regulations. J. Owner and Engineer agree to negotiate each dispute between them in good faith during the 30 days after notice of dispute. If negotiations are unsuccessful in resolving the dispute, then the dispute shall be mediated. If mediation is unsuccessful, then the parties may exercise their rights at law. Page 4 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services g �.... ..., Copyright ©2008 National Societyof Professional Engineers for EJCDC. All rights reserved. ENGINEERS JOINT CONTRACT DOCUMENTS COMMITTEE This is Appendix 1, Engineer's Standard Hourly Rates, referred to in and part of the Short Form of Agreement between Owner and Engineer for Professional Services dated , Engineer's Standard Hourly Rates A. Standard Hourly Rates.- 1. Standard Hourly Rates are set forth in this Appendix 1 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 Paragraphs 7.01 and 7.02, and are subject to annual review and adjustment. B. Schedule of Hourly Rates. - Hourly rates for services performed on or after the Effective Date are: Design Tech II/Field Technician H 71 Drafter I/Field Technician III and IV 84 Drafter II/Field Technician V 96 Document Tech 120 Project Assistant I and H 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 H 185 Principal Engineer/Scientist/Architect I 232 Principal Engineer/Scientist/Architect II 265 Engineer/Scientist Director 281 All rates presented apply to services rendered after January 1, 2019 and will be adjusted annually thereafter. Appendix 1, Standard Hourly Rates Schedule EJCDC E-520 Short Form of Agreement Between Owner and Engineer for Professional Services. Copyright ©2009 National Society of Professional Engineers for EJCDC. All rights reserved. Pate 1 This is Exhibit A, Scope of Basic Engineering Services, referred to in and part of the Short Form of Agreement between Owner and Engineer for Professional Services dated Scope of Basic Engineering Services The AWIA Compliance Gap Analysis that Arcadis performed with the City of South Bend identified areas where development of or updates to existing documentation is necessary to comply with the requirements of the 2018 America's Water Infrastructure Act (AWIA). As part of the AWIA requirements, utilities the size of the City of South Bend (greater than 100,000 in population) must complete a Risk and Resilience Assessment (RRA) by March 31, 2020 and make the required updates to their Emergency Response Plan (ERP) six months following RRA submission, no later than September 30, 2020. Arcadis's approach for the full AWIA compliance is to apply water sector best practice methodologies in parallel using a streamlined process, including: • American National Standards Institute (ANSI)/American Water Works Association (AWWA) J100-10 Risk and Resilience Management of Water and Wastewater Systems (RAMCAP) (J100-10 Standard) • AWWA G-430-14 Security Practices for Operation and Management (G-430 Standard) • AWWA Cybersecurity Guidance and Tool • American Water Works Association (AWWA) M19: Emergency Planning for Water and Wastewater Utilities (5th edition) • AWWA G-440-17 Emergency Preparedness Practices (G-440 Standard) • FEMA's Comprehensive Preparedness Guide 101 (CPG-101): Developing and Maintaining Emergency Operations Plans • National Response Framework (NRF) • National Incident Management System (NIMS) The City now desires Arcadis to assist in the RRA and ERP development identified in the Gap Analysis. Our delivery strategy considers a combination of our national subject matter experts and local staff, working closely with City staff from project initiation through completion. The work described in our approach will build on previous efforts, including the 2003 Vulnerability Assessment and existing ERPs, allowing the current effort to be efficient and focused on the assets and threats not previously required or included. The scope of engineering services shall include the following tasks and subtasks. The RRA and ERP will be completed as two distinct phases. Task 1: Risk and Resilience Assessment Arcadis will conduct a risk and resilience assessment of the City's assets using the AWWA J100-10 Standard Risk and Resilience Assessment Methodology, which has been endorsed by the Environmental Protection Agency (EPA) for this required effort. The project will use a workshop - based approach to collaboratively address the elements required by AWIA, limit the time required of City staff, and promote effective knowledge transfer of the assessment methodology to City staff. Exhibit A, Scope of Basic Engineering Services EJCDC E-520 Short Form of Agreement Between Owner and Engineer for Professional Services. Copyright ©2009 National Society of Professional Engineers for EJCDC. All rights reserved. page I. Arcadis will work with the City to optimize the approach for the required workshops including defining efficient agendas, timing and key stakeholders. Between workshops, Arcadis will perform analyses, template preparation, and risk assessment documentation to promote efficient completion. Knowledge transfer will be prioritized throughout so that City staff thoroughly understand the methodology and conclusions. Task 1.0 — Risk and Resilience Kick-off Meeting Arcadis will facilitate a kick-off meeting intended to establish project goals, roles, responsibilities, information security, and communications protocols. Attendees will review the proposed schedule, phases, tasks, assumptions, and deliverables. Arcadis will gain an understanding of the information available and how existing materials can be utilized to streamline this effort. For efficiency and to minimize travel costs, and in light of the team's recent work with the City on the Gap Analysis, this meeting be combined with Workshop 1. Task U: Asset and Threat Characterization Workshop Arcadis will facilitate an Asset and Threat Characterization Workshop with internal City stakeholders to confirm the water system's mission and to identify critical facilities, assets and threats. A critical asset list will be developed to identify those assets and facilities to be further considered in subsequent steps. The threat list will identify the malevolent, natural, proximity threats, and dependency threats to be considered for the assessment. Deliverables: * Critical assets and facilities list Threat characterization table Task 1.2: Consequence, Likelihood, and Vulnerability Analysis Workshop Following the first workshop, Arcadis will further investigate the threats that were identified. This includes estimating the likelihood (also known as probability or frequency) that each identified threat will occur. Standard information on frequency and severity of natural hazards from sources such as NOAA and FEMA and local hazard mitigation plans will be used, as well as input on malicious adversaries from local law enforcement. Site visits (described in Task 1.2a) will also be performed to better characterize vulnerabilities of critical assets. Arcadis will use this information to conduct a workshop with City staff to formalize threat asset pairs of concern and to address the corresponding consequences, likelihood, and vulnerabilities. The information gathered by Arcadis will be reviewed, and the worst reasonable consequences that can be caused by the selected threats and hazards on the selected assets, frequency of occurrence, and vulnerability will be explored. Deliverables: 0 Threat -Asset pairs of concern Table documenting consequences, likelihood, and vulnerability assumptions and quantitative estimates Task 1.2a: Site Visits and Documentation In preparation for the workshop and to support subsequent analyses, Arcadis will visit selected facilities and assess existing protective systems of cyber and physical assets. Up to eight facilities will be assessed, one of which will be related to IT systems to support Task 1.3. Exhibit A, Scope of Basic Engineering Services EJCDC E-520 Short Form of Agreement Between Owner and Engineer for Professional Services. Copyright ©2009 National Society of Professional Engineers for EJCDC. All rights reserved. Page 2 Deliverables: • Site visit documentation and photos Task 1.3: CyberBusiness Continuity Risk and Resilience Assessment The AWIA specifically requires water utilities to assess their business continuity and financial resilience. This is usually best addressed by assessing SCADA, critical communications, essential business systems and financial resilience together in a separate workstream from the overall assessment as it usually involves different stakeholders. Arcadis will provide the City with a cybersecurity self -assessment that we have developed which assesses existing systems relative to AWIA requirements and best practices. We will review the self -assessment results and conduct a meeting with City leadership and staff responsible for SCADA, IT, communications, and finance to discuss these results and a path forward. To minimize travel costs, this can be held in conjunction with dates for workshops for the overall assessment or can be accomplished by conference call(s). Deliverables: • Cybersecurity Self -assessment Checklist • CyberBusiness Continuity results planning meeting Task 1.4: Analysis of Threats and Risks and Risk and Resilience Assessment Report Following the first two workshops, Arcadis will also perform a vulnerability analysis (with information and feedback provided by the City via conference calls as needed) to determine the ability of each critical asset and its existing protective systems to withstand each identified threat. Risk and resilience estimates will be developed for each threat -asset pair, and an overall estimated risk and resilience profile (financial and operational) for the City's water system will be calculated. Arcadis will develop a report that summarizes the risk and resilience assessment performed. This report will fulfill the AWIA requirement for a Risk and Resilience Assessment. Deliverables: • Threat analysis results table Risk and resilience estimates for each threat -asset pair • Draft and final Risk and Resilience Assessment report Task 1.5 — Risk and Resilience Management Workshop and Report Risk management is the final step in the J100 risk and resilience process, and the results are a requirement for inclusion into the ERP. This task builds on the RRA work to find solutions to the risks identified. This includes identifying which risks warrant mitigation and collaborating with City staff to develop risk reduction ideas, preliminary costs, and benefits. Arcadis will facilitate a workshop to review and formalize the mitigation strategies. Each strategy will be documented on a business case template. Arcadis will prepare a report summarizing this work. This report will satisfy AWIA requirements and can be used when applying for grant funding for the work. Deliverables: • Templates providing risk and resilience management options • Draft and final Risk Management report Exhibit A, Scope of Basic Engineering Services EJCDC E-520 Short Form of Agreement Between Owner and Engineer for Professional Services. Copyright ©2009 National Society of Professional Engineers for EJCDC. All rights reserved. 'aac 3 Task 2 —Emergency Response Plan (ERP) Following the RRA, Arcadis will work with the City in developing an AWIA-compliant ERP. The customized all -hazards ERP will be based upon current water sector guidance documents and procedures including AWWA M19: Emergency Planning for Water and Wastewater Utilities (5th edition) and G440: Emergency Preparedness Practices. Arcadis will also ensure the ERP meets other state and federal requirements, as well as adapt the plan to the City's specific conditions and needs as determined during the project. Task 2.1— ERP Kickoff and Initial Planning Meeting A separate kickoff meeting will be held for the ERP as this task will likely include different team members both for Arcadis and the City. Again, the kickoff meeting will take place at the City offices with local Arcadis team members and subject -matter experts. For efficiency and to minimize travel costs, and in light of the team's recent work with the City on the Gap Analysis, this meeting could be combined with the first ERP planning meeting. This will focus on the establishment of the project team and a plan for necessary ERP development. Gaps in the existing ERP will be reviewed and discussions will be facilitated to decide what items need to be changed, as well as synchronization that needs to occur with other City plans. Arcadis will assist in developing the ERP structure based on templates we have developed. Deliverables: 0 ERP structure which meets regulatory requirements Task 2.2 — Development Support and Planning Meetings Two additional in -person meetings are proposed with Arcadis ERP development experts to support content development. Before each meeting, Arcadis and the City will review the current content. Support via email and phone calls will be provided as needed throughout the development process. It is anticipated that Arcadis will provide significant support for content development, though information and development by City staff will be required. In a mid -development meeting, Arcadis will assemble, review, and disseminate the current content. A review and discussion of updates and progress made on the ERP core content, annexes, and appendices will be performed at the meeting, and additional information requests may be made to the planning team to further develop and enhance the plan. This meeting will also include interactive, scenario -based discussions for staff responsible for plan implementation and response activities. This will support development of hazard- or function - specific response flow diagrams and may require inclusion of additional staff and partners. In preparation for a final planning meeting, Arcadis will assemble the latest ERP content and the ERP development experts will review it. During the meeting, gaps will be discussed and comments/questions from the planning team regarding the draft ERP will be discussed and validated. At the completion of this meeting, final edits including to annexes and appendices will be identified and assigned. Task 2.3 — Plan Review and Finalization Once assigned content has been completed, a final draft of the plan will be distributed to select staff and leadership to provide review comments. Staff will be given two to three weeks, with more time being added if requested by the City based on other needs and priorities. Arcadis will make limited updates based on comments, and the City will receive a tracked changes version of the final plan so they can review any changes and ensure concurrence. Exhibit A, Scope of Basic Engineering Services EJCDC E-520 Short Form of Agreement Between Owner and Engineer for Professional Services. Copyright ©2009 National Society of Professional Engineers for EJCDC. All rights reserved. Page 4 Task 3 —Training and Exercises Best practice suggests training and exercising staff on the roles and responsibilities associated with the ERP to ensure the ERP provides value and can be effectively implemented during real incidents. Arcadis will work with the City to present initial ERP training sessions, develop a training and exercise plan, as well as carry out some initial exercises. Task 3.1— ERP Training Knowledge transfer will be a priority throughout the ERP development process, and additional trainings will be held once the plan is finalized. Arcadis will provide one 3-hour management training covering the City's ERP content in depth, as well as plan maintenance. In addition, up to two 1-hour trainings on the ERP purpose, contents, stakeholders, and main response activities will be provided. If desired, these can be targeted to specific stakeholder(s) or job function(s) and their roles and responsibilities. Deliverables: Training materials Task 3.2 - Multi -Year Training and Exercise Plan (MYTEP) Arcadis will lead one half -day workshop to develop a customized multi -year training and exercise plan (MYTEP) that aligns with the City's ERP, priorities, existing training and exercises, and resources. Various levels of training needs will be identified for various job functions, and a combination of progressively building exercises will be laid out which address utility priorities and needs and ensure that the ERP can be effectively and efficiently implemented as needed. To save on travel expenses, this workshop can be combined with final ERP planning meeting or ERP training. Deliverables: • Multi -year Training and Exercise Plan document Task 3.3 — Execution of Training and Exercises Based on the MYTEP, Arcadis will plan and facilitate up to three trainings, drills, and/or tabletop exercises for focused elements of the City's ERP. These exercises will be developed specifically to align with the City's ERP and training and exercise goals. It is anticipated that these will increase in complexity, with the final tabletop exercise incorporating multiple job functions and response agencies if desired in a realistic response scenario. All drills and exercises will include a debrief to identify further training needs and to support updates to the ERP as necessary based on lessons learned. Deliverables: • Debrief summarizing the exercises, lessons learned, and actionable items Exhibit A, Scope of Basic Engineering Services EJCDC E-520 Short Form of Agreement Between Owner and Engineer for Professional Services. Copyright ©2009 National Society of Professional Engineers for EJCDC. All rights reserved. Page 5 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: A�N Title: GaryA� Gi t President By: - Title: By: -- Title: Liiza etl A. Mara ik, Member By:�_ Title: "erese J. Dorau, Member By: — "'1'"it _..._ Attest:. Title. inda Martin, Clerk Engineer: Arcadis U.S.: arc, By: �0 Title: my E. S itley, Vice Preside t Date: oto oP-D Date: December 20, 2019 Address for giving notices: 227 West Jefferson Boulevard South Bend, Indiana 46601 Designated Representative (Paragraph 8.03.A) Al Greek Title: Utili Director Phone Number: 574 271-4210 Engineer License or Firm's Certificate No. State of: Address for giving notices: 150 West Market Street, Suite 728 Indianapolis, IN 46204 Designated Representative (Paragraph 8.03.A): Am E. Smitley, PE Title: Vice President Phone Number: 317 236-2844 E-Mail Address: a reek(.ei)sout�� ov. E-Mail Address: Amy.Smitley@arcadis.com Page 6 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright ©2008 National Society of Professional Engineers for EJCDC. All ri hts reserved. 6.01 Total Agreement A. This Agreement (including any expressly incorporated attachments), 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. 7.01 Basis of Payment -Hourly Rates Plus Reimbursable Expenses A. Using the procedures set forth in Paragraph 2.01, Owner shall pay Engineer as follows: 1. An amount equal to the cumulative hours charged to the Project by each class of Engineer's employees 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 Standard Hourly Rates are attached as Appendix 1, 3. The total compensation for services and reimbursable expenses is estimated to be $234,090. 7.02 Additional Services: For additional services of Engineer's employees engaged directly on the Project, Owner shall pay Engineer an amount equal to the cumulative hours charged to the Project by each class of Engineer's employees times standard hourly rates for each applicable billing class; plus reimbursable expenses and Engineer's consultants' charges, if any. Engineer's standard hourly rates are attached as Appendix 1. Attachments: Appendix 1, Engineer's Standard Hourly Rates Page 5 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright ©2008 National icwcimmct of Professional En neers for EJCDC. All rights reserved. ENGINEERS JOINT CONTRACT DOCUMENTS COMMITTEE This is Appendix 1, Engineer's Standard Hourly Rates, referred to in and part of the Short Form of Agreement between Owner and Engineer for Professional Services dated , Engineer's Standard Hourly Rates A. Standard Hourly Rates 1. Standard Hourly Rates are set forth in this Appendix 1 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 Paragraphs 7.01 and 7.02, and are subject to annual review and adjustment. B. Schedule of Hourly Rates: Hourly rates for services performed on or after the Effective Date are: 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 11 134 CADD Designer /Field Supervisor 184 Engineer/Scientist 125 Staff Engineer/Scientist/Architect 140 Project Engineer/ Scientist/Architect 150 Senior Engineer/ Scientist/Architect I 162 Senior Engineer/Scientist/Architect II 185 Principal Engineer/Scientist/Architect 1 232 Principal Engineer/Scientist/Architect II 265 Engineer/Scientist Director 281 All rates presented apply to services rendered after January 1, 2019 and will be adjusted annually thereafter. Appendix 1, Standard Hourly Rates Schedule EJCDC E-520 Short Form of Agreement Between Owner and Engineer for Professional Services. Copyright ©2009 National Society of Professional Engineers for EJCDC. All rights reserved. Pate 1 This is Exhibit A, Scope of Basic Engineering Services, referred to in and part of the Short Form of Agreement between Owner and Engineer for Professional Services dated , Scope of Basic Engineering Services The AWIA Compliance Gap Analysis that Arcadis performed with the City of South Bend identified areas where development of or updates to existing documentation is necessary to comply with the requirements of the 2018 America's Water Infrastructure Act (AWIA). As part of the AWIA requirements, utilities the size of the City of South Bend (greater than 100,000 in population) must complete a Risk and Resilience Assessment (RRA) by March 31, 2020 and make the required updates to their Emergency Response Plan (ERP) six months following RRA submission, no later than September 30, 2020. Arcadis's approach for the full AWIA compliance is to apply water sector best practice methodologies in parallel using a streamlined process, including: American National Standards Institute (ANSI)/American Water Works Association (AWWA) J100-10 Risk and Resilience Management of Water and Wastewater Systems (RAMCAP) (J100-10 Standard) • AWWA G-430-14 Security Practices for Operation and Management (G-430 Standard) • AWWA Cybersecurity Guidance and Tool • American Water Works Association (AWWA) M19: Emergency Planning for Water and Wastewater Utilities (5th edition) • AWWA G-440-17 Emergency Preparedness Practices (G-440 Standard) • FEMA's Comprehensive Preparedness Guide 101 (CPG-101): Developing and Maintaining Emergency Operations Plans • National Response Framework (NRF) • National Incident Management System (NIMS) The City now desires Arcadis to assist in the RRA and ERP development identified in the Gap Analysis. Our delivery strategy considers a combination of our national subject matter experts and local staff, working closely with City staff from project initiation through completion. The work described in our approach will build on previous efforts, including the 2003 Vulnerability Assessment and existing ERPs, allowing the current effort to be efficient and focused on the assets and threats not previously required or included. The scope of engineering services shall include the following tasks and subtasks. The RRA and ERP will be completed as two distinct phases. Task 1: Risk and Resilience Assessment Arcadis will conduct a risk and resilience assessment of the City's assets using the AWWA J100-10 Standard Risk and Resilience Assessment Methodology, which has been endorsed by the Environmental Protection Agency (EPA) for this required effort. The project will use a workshop - based approach to collaboratively address the elements required by AWIA, limit the time required of City staff, and promote effective knowledge transfer of the assessment methodology to City staff. Exhibit A, Scope of Basic Engineering Services EJCDC E-520 Short Form of Agreement Between Owner and Engineer for Professional Services. Copyright ©2009 National Society of Professional Engineers for EJCDC. All rights reserved. Page 1 Arcadis will work with the City to optimize the approach for the required workshops including defining efficient agendas, timing and key stakeholders. Between workshops, Arcadis will perform analyses, template preparation, and risk assessment documentation to promote efficient completion. Knowledge transfer will be prioritized throughout so that City staff thoroughly understand the methodology and conclusions. Task 1.0 — Risk and Resilience Kick-off Meeting Arcadis will facilitate a kick-off meeting intended to establish project goals, roles, responsibilities, information security, and communications protocols. Attendees will review the proposed schedule, phases, tasks, assumptions, and deliverables. Arcadis will gain an understanding of the information available and how existing materials can be utilized to streamline this effort. For efficiency and to minimize travel costs, and in light of the team's recent work with the City on the Gap Analysis, this meeting be combined with Workshop 1. Task 1.1: Asset and Threat Characterization Workshop Arcadis will facilitate an Asset and Threat Characterization Workshop with internal City stakeholders to confirm the water system's mission and to identify critical facilities, assets and threats. A critical asset list will be developed to identify those assets and facilities to be further considered in subsequent steps. The threat list will identify the malevolent, natural, proximity threats, and dependency threats to be considered for the assessment. Deliverables: • Critical assets and facilities list • Threat characterization table Task 1.2: Consequence, Likelihood, and Vulnerability Analysis Workshop Following the first workshop, Arcadis will further investigate the threats that were identified. This includes estimating the likelihood (also known as probability or frequency) that each identified threat will occur. Standard information on frequency and severity of natural hazards from sources such as NOAA and FEMA and local hazard mitigation plans will be used, as well as input on malicious adversaries from local law enforcement. Site visits (described in Task 1.2a) will also be performed to better characterize vulnerabilities of critical assets. Arcadis will use this information to conduct a workshop with City staff to formalize threat asset pairs of concern and to address the corresponding consequences, likelihood, and vulnerabilities. The information gathered by Arcadis will be reviewed, and the worst reasonable consequences that can be caused by the selected threats and hazards on the selected assets, frequency of occurrence, and vulnerability will be explored. Deliverables: • Threat -Asset pairs of concern • Table documenting consequences, likelihood, and vulnerability assumptions and quantitative estimates Task 1.2a: Site Visits and Documentation In preparation for the workshop and to support subsequent analyses, Arcadis will visit selected facilities and assess existing protective systems of cyber and physical assets. Up to eight facilities will be assessed, one of which will be related to IT systems to support Task 1.3. Exhibit A, Scope of Basic Engineering Services EJCDC E-520 Short Form of Agreement Between Owner and Engineer for Professional Services. Copyright C2009 National Society of Professional Engineers for EJCDC. All rights reserved. Pate 2 Deliverables: Site visit documentation and photos Task 1.3: CyberBusiness Continuity Risk and Resilience Assessment The AWIA specifically requires water utilities to assess their business continuity and financial resilience. This is usually best addressed by assessing SCADA, critical communications, essential business systems and financial resilience together in a separate workstream from the overall assessment as it usually involves different stakeholders. Arcadis will provide the City with a cybersecurity self -assessment that we have developed which assesses existing systems relative to AWIA requirements and best practices. We will review the self -assessment results and conduct a meeting with City leadership and staff responsible for SCADA, IT, communications, and finance to discuss these results and a path forward. To minimize travel costs, this can be held in conjunction with dates for workshops for the overall assessment or can be accomplished by conference call(s). Deliverables: • Cybersecurity Self -assessment Checklist CyberBusiness Continuity results planning meeting Task 1.4: Analysis of Threats and Risks and Risk and Resilience Assessment Report Following the first two workshops, Arcadis will also perform a vulnerability analysis (with information and feedback provided by the City via conference calls as needed) to determine the ability of each critical asset and its existing protective systems to withstand each identified threat. Risk and resilience estimates will be developed for each threat -asset pair, and an overall estimated risk and resilience profile (financial and operational) for the City's water system will be calculated. Arcadis will develop a report that summarizes the risk and resilience assessment performed. This report will fulfill the AWIA requirement for a Risk and Resilience Assessment. Deliverables: Threat analysis results table • Risk and resilience estimates for each threat -asset pair 0 Draft and final Risk and Resilience Assessment report Task 1.5 — Risk and Resilience Management Workshop and Report Risk management is the final step in the J100 risk and resilience process, and the results are a requirement for inclusion into the ERP. This task builds on the RRA work to find solutions to the risks identified. This includes identifying which risks warrant mitigation and collaborating with City staff to develop risk reduction ideas, preliminary costs, and benefits. Arcadis will facilitate a workshop to review and formalize the mitigation strategies. Each strategy will be documented on a business case template. Arcadis will prepare a report summarizing this work. This report will satisfy AWIA requirements and can be used when applying for grant funding for the work. Deliverables: • Templates providing risk and resilience management options Draft and final Risk Management report Exhibit A, Scope of Basic Engineering Services EJCDC E-520 Short Form of Agreement Between Owner and Engineer for Professional Services. Copyright ©2009 National Society of Professional Engineers for EJCDC. All rights reserved. Pare 3 Task 2 —Emergency Response Plan (ERP) Following the RRA, Arcadis will work with the City in developing an AWIA-compliant ERP. The customized all -hazards ERP will be based upon current water sector guidance documents and procedures including AWWA M19: Emergency Planning for Water and Wastewater Utilities (5th edition) and G440: Emergency Preparedness Practices. Arcadis will also ensure the ERP meets other state and federal requirements, as well as adapt the plan to the City's specific conditions and needs as determined during the project. Task 2.1— ERP Kickoff and Initial Planning Meeting A separate kickoff meeting will be held for the ERP as this task will likely include different team members both for Arcadis and the City. Again, the kickoff meeting will take place at the City offices with local Arcadis team members and subject -matter experts. For efficiency and to minimize travel costs, and in light of the team's recent work with the City on the Gap Analysis, this meeting could be combined with the first ERP planning meeting. This will focus on the establishment of the project team and a plan for necessary ERP development. Gaps in the existing ERP will be reviewed and discussions will be facilitated to decide what items need to be changed, as well as synchronization that needs to occur with other City plans. Arcadis will assist in developing the ERP structure based on templates we have developed. Deliverables: a ERP structure which meets regulatory requirements Task 2.2 — Development Support and Planning Meetings Two additional in -person meetings are proposed with Arcadis ERP development experts to support content development. Before each meeting, Arcadis and the City will review the current content. Support via email and phone calls will be provided as needed throughout the development process. It is anticipated that Arcadis will provide significant support for content development, though information and development by City staff will be required. In a mid -development meeting, Arcadis will assemble, review, and disseminate the current content. A review and discussion of updates and progress made on the ERP core content, annexes, and appendices will be performed at the meeting, and additional information requests may be made to the planning team to further develop and enhance the plan. This meeting will also include interactive, scenario -based discussions for staff responsible for plan implementation and response activities. This will support development of hazard- or function - specific response flow diagrams and may require inclusion of additional staff and partners. In preparation for a final planning meeting, Arcadis will assemble the latest ERP content and the ERP development experts will review it. During the meeting, gaps will be discussed and comments/questions from the planning team regarding the draft ERP will be discussed and validated. At the completion of this meeting, final edits including to annexes and appendices will be identified and assigned. Task 2.3 — Plan Review and Finalization Once assigned content has been completed, a final draft of the plan will be distributed to select staff and leadership to provide review comments. Staff will be given two to three weeks, with more time being added if requested by the City based on other needs and priorities. Arcadis will make limited updates based on comments, and the City will receive a tracked changes version of the final plan so they can review any changes and ensure concurrence. Exhibit A, Scope of Basic Engineering Services EJCDC E-520 Short Form of Agreement Between Owner and Engineer for Professional Services. Copyright ©2009 National Society of Professional Engineers for EJCDC. All rights reserved. Pnee 4 Task 3 —Training and Exercises Best practice suggests training and exercising staff on the roles and responsibilities associated with the ERP to ensure the ERP provides value and can be effectively implemented during real incidents. Arcadis will work with the City to present initial ERP training sessions, develop a training and exercise plan, as well as carry out some initial exercises. Task 3.1— ERP Training Knowledge transfer will be a priority throughout the ERP development process, and additional trainings will be held once the plan is finalized. Arcadis will provide one 3-hour management training covering the City's ERP content in depth, as well as plan maintenance. In addition, up to two 1-hour trainings on the ERP purpose, contents, stakeholders, and main response activities will be provided. If desired, these can be targeted to specific stakeholder(s) or job function(s) and their roles and responsibilities. Deliverables: • Training materials Task 3.2 - Multi -Year Training and Exercise Plan (MYTEP) Arcadis will lead one half -day workshop to develop a customized multi -year training and exercise plan (MYTEP) that aligns with the City's ERP, priorities, existing training and exercises, and resources. Various levels of training needs will be identified for various job functions, and a combination of progressively building exercises will be laid out which address utility priorities and needs and ensure that the ERP can be effectively and efficiently implemented as needed. To save on travel expenses, this workshop can be combined with final ERP planning meeting or ERP training. Deliverables: + Multi -year Training and Exercise Plan document Task 3.3 — Execution of Training and Exercises Based on the MYTEP, Arcadis will plan and facilitate up to three trainings, drills, and/or tabletop exercises for focused elements of the City's ERP. These exercises will be developed specifically to align with the City's ERP and training and exercise goals. It is anticipated that these will increase in complexity, with the final tabletop exercise incorporating multiple job functions and response agencies if desired in a realistic response scenario. All drills and exercises will include a debrief to identify further training needs and to support updates to the ERP as necessary based on lessons learned. Deliverables: Debrief summarizing the exercises, lessons learned, and actionable items Exhibit A, Scope of.Basic Engineering Services EJCDC E-520 Short Form of Agreement Between Owner and Engineer for Professional Services. Copyright ©2009 National Society of Professional Engineers for EJCDC. All rights reserved. Paee 5 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 Title: Gary��I, 'I°esident By: Title: By: Title: By: Title: By: Title: Attest: Title: Date: Engineer: Arcadis U.S. Inc. r By r ._._._. . ._. .__._. Title: Alny E. pitley, ice tvsidel lfli7AUcth A. Ma adik, Member Therese J.. Me mber 7L tda Martin, Clerk /,��<.� Date: December 20, 2019 Engineer License or Finn's Certificate No. State of: Address for giving notices: Address for giving notices: 227 West Jefferson Boulevard 150 West Market Street, Suite 728 South Bend, Indiana 46601 Indianapolis, IN 46204 Designated Representative (Paragraph 8.03.A): Al Greek Title: Utility Director Phone Number: 574 271-4210 Designated Representative (Paragraph 8.03.A): Am E. Smitle , PE Title: Vice President Phone Number: 317 236-2844 E-Mail Address: agrSek@southbendin.gov E-Mail Address: A!py.Smitlqy@arcadis.com arcadis.com Page 6 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright ©2008 National Socie of Professional Engineers for EJCDC. All ri hts reserved. 6.01 Total Agreement A. This Agreement (including any expressly incorporated attachments), 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. 7.01 Basis of Payment Hourly Rates Plus Reimbursable Expenses A. Using the procedures set forth in Paragraph 2.01, Owner shall pay Engineer as follows: 1. An amount equal to the cumulative hours charged to the Project by each class of Engineer's employees 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 Standard Hourly Rates are attached as Appendix 1. 3. The total compensation for services and reimbursable expenses is estimated to be $234,090. 7.02 Additional Services: For additional services of Engineer's employees engaged directly on the Project, Owner shall pay Engineer an amount equal to the cumulative hours charged to the Project by each class of Engineer's employees times standard hourly rates for each applicable billing class; plus reimbursable expenses and Engineer's consultants' charges, if any. Engineer's standard hourly rates are attached as Appendix 1. Attachments: Appendix 1, Engineer's Standard Hourly Rates Page 5 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Co ri ht © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. any decision made regarding the construction contract requirements, or any application, interpretation, or clarification of the construction contract other than those made by Engineer. F. 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 the parties agree otherwise. G. The Owner acknowledges the Engineer's construction documents, including all electronic files, as instruments of professional services. Owner shall have a limited license to use the documents on the Project, extensions of the Project, and for related uses of the Owner, 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. 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. H. To the fullest extent permitted by law, Owner and Engineer (1) waive against each other, and the other's employees, officers, directors, 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, and (2) agree that Engineer's total liability to Owner under this Agreement shall be limited to $50,000 or the total amount of compensation received by Engineer, whichever is greater. I. The parties acknowledge that Engineer's scope of services does not include any services related to a Hazardous Environmental Condition (the presence of asbestos, PCBs, petroleum, hazardous substances or waste as defined by the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq., or radioactive materials). If Engineer or any other party encounters a Hazardous Environmental Condition, 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 Hazardous Environmental Condition; and (2) warrants that the Site is in full compliance with applicable Laws and Regulations. J. Owner and Engineer agree to negotiate each dispute between them in good faith during the 30 days after notice of dispute. If negotiations are unsuccessful in resolving the dispute, then the dispute shall be mediated. If mediation is unsuccessful, then the parties may exercise their rights at law. Page 4 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 4.01 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 4.0l.B the assigns of Owner and Engineer) are hereby bound to the other party to this Agreement and to the successors, executors, administrators, and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements, and obligations of this Agreement. B. Neither Owner nor Engineer may assign, sublet, or transfer any rights under or interest (including, but without limitation, moneys that are due or may become due) in this Agreement without the written consent of the other, except to the extent that any assignment, subletting, or transfer is mandated or restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. C. Unless expressly provided otherwise, 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. 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. 5.01 General Considerations A. The standard of care for all professional engineering and related services performed or furnished by Engineer under this Agreement will be the care and skill ordinarily used by members of the subject profession practicing under similar circumstances at the same time and in the same locality. Engineer makes no warranties, express or implied, under this Agreement or otherwise, in connection with Engineer's services. Subject to the foregoing standard of care, 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. B. Engineer shall not at any time supervise, direct, control, or have authority over any contractor's 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 Project 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. C. This Agreement is to be governed by the law of the state or jurisdiction in which the Project is located. D. Engineer neither guarantees the performance of any contractor nor assumes responsibility for any contractor's failure to furnish and perform its work in accordance with the contract between Owner and such contractor. Engineer is not responsible for variations between actual construction bids or costs and Engineer's opinions or estimates regarding construction costs. E. 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 employees) at the Project site or otherwise furnishing or performing any construction work; or for Page 3 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Co�right 0 2008 National Society of Professional En ineers for EJCDC. All rights reserved. expenses, and other related charges. Owner waives any and all non -disputed claims against Engineer for any such suspension. �,.ediled4.--to-i� c1- 4o-pri me. 3.01 Termination A. The obligation to continue performance under this Agreement may be terminated: 1. For cause, a. By either party upon 30 days written notice in the event of substantial failure by the other party to perform in accordance with the Agreement's terms through no fault of the terminating party. Failure to pay Engineer for its services is a substantial failure to perform and a basis for termination. 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 for more than 90 days for reasons beyond Engineer's control. Engineer shall have no liability to Owner on account of a termination by Engineer under Paragraph 3.0l .A.l .b. c. Notwithstanding the foregoing, this Agreement will not terminate as a result of a substantial failure under Paragraph 3.0I I.A. La if the party receiving such notice begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt of notice; 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, by Owner effective upon Engineer's receipt of written notice from Owner. B. The terminating party under Paragraph 3.01.A may set the effective date of termination at a time up to 30 days later than otherwise provided to allow Engineer 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. C. In the event of any termination under Paragraph 3.01, Engineer will be entitled to invoice Owner and to receive full payment for all non -disputed services performed or furnished in accordance with this Agreement and all reimbursable expenses incurred through the effective date of termination. Page 2 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES THIS IS AN AGREEMENT effective as of ___ ("Effective Date") between Board of Public Works, City of South Bend, Indian ("Owner") and Arcadis US., Inc. ("Engineer"). Owner's Project, of which Engineer's services under this Agreement are a part, is generally identified as follows: RRA and ERP for WIA Compfiance ("Project"). Engineer's Services under this Agreement are generally identified as follows: Develop, a Risk and Resilience Assessment (RRA) and Emergency Response Plan (ERP) and also provide trainigg and, exercises to ensure the City is in compliance with the AWIA re q uirements. Owner and Engineer further agree as follows: 1.01 Basic Agreement and Period of Service A. Engineer shall provide, or cause to be provided, the services set forth in this Agreement. If authorized by Owner, or if required because of changes in the Project, Engineer shall famish services in addition to those set forth above. Owner shall pay Engineer for its services as set forth in Paragraphs 7.01 and 7.02. B. Engineer shall complete its services within a reasonable time, or within the following specific time period: A five -month schedule is anticipated for the RRA, followed up an additional four -month period for the ERP, and a six-month period to complete the training and exercises. This is all depending on the City's availability for workshops and document reviews. 2.01 Payment Procedures A. Invoices: Engineer shall prepare invoices in accordance with its standard invoicing practices and submit the invoices to Owner on a monthly basis. Invoices are due and payable within 30 35 days of receipt.-4,,r Ownp, 44,4 to an-d days after- feeeipt o ' iighleer-', S .1. 1 %Hew� virl"; bill t-flu- i ­1 � 1_1 Pel. fffin ate of �ontefp _`JJT T - thir4iet In addition, Engineer may, after giving seven days written notice to Owner, suspend services under this Agreement until Engineer has been paid in full all amounts due for services, Page I EJCDC E-500 Agreement Between owner and Engineer for Professional Services Copyright C Z008 National Society of Professional Engineers for EJCDC. All rights reserved. NNti�lrl�trutfaaltancy ARCArLmw), I S � tprnaturndantN buVlkassets Al Greek Utilities Director City of South Bend 3113 Riverside Drive South Bend, IN 46628 Subject: AWIA RRA and ERP Agreement for Professional Engineering Services Dear Al: Enclosed are two signed copies of the proposed Agreement for Professional Engineering Services for the AWIA Risk and Resilience Assessment (RRA) and Emergency Response Plan (ERP) project. If the agreement is acceptable to the Board, please return one fully executed copy to me for our files. We look forward to helping the City achieve full compliance with the AWIA requirements. Sincerely, Arcadis U.S., Inc. rw Amy E. itley, PE Vice Pre ident Enclosures: 1 Agreement for Professional Services 2 Estimated Compensation Arcadis U.S., Inc. 150 W. Market Street Suite 728 Indianapolis Indiana 46204 Tel 317 231 6500 Fax 317 231 6514 www.arcadis.com WATER Date: January 3, 2020 Contact: Amy Smitley Phone: 317-236-2844 Emall: Amy.Smitley@arcadis.com Our ref: 60003029.0000 Page: 1/1 BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date Name 12-27-19 Michelle Smith Department Utilities BPW Date 1-14-20 Phone Extension 5994 9.a?MWViVItlIWIIWW.PoWWWIVIVfl'�2�YMX�.v',fJlYrfkkdi�f.�vYrF�' �w,nimmwr,�mr:;;�&&�+ wnamuun�mavmw;,wim�vuuwmmii i.... �. uou bmW�P6/v81W IIMd4��19'M'�IFY�'M":b.XWI➢1Y9N9N9N9N9NiN wvwnmvmrmr�rr enmrrxm� ._...,__..................... . . . . ....................... —..... Required Prior to Submittal to Board ___BPW Attorney Attorney Name Clara McDaniels Dept. Attorney ❑ Attorney Name Purchasing E Check the Professional Services Agreement Open Market Contract Bid Opening Quote Opening [- Proposal Opening Chg. Order, No. Other: ,te Item Tw --- Contract E] Amendment/Addendum 0 Bid Award FJ Quote Award ❑ C/O & PCA No. ❑ Traffic Control Required Information All Submissions Proposal U Special Purchase, QPA ❑ Req. to Advertise EReject Bids/Quotes [:PCA Resolution Ease./Encroach ❑ Title Sheel Company or Vendor Name Arcadis New Vendor F� Yes[:] If Yes, Approved by Purchasing No MBE/WBE Contractor WBE Completed E-Verify Form Attached FI❑ No �.............. Project Name RRA & ERP or AWIA Compliance .._..........................„_. ..................�.�.�.�..m Project Number Funding Source Water Works - Other Account No. 620-0640-603-3135 Amount$2......�.............................. _..........................................._....._..........................6 .........�,mmA.� � .....�.......�.�.�...... 34,090 ...�.�.�.�.�.�.�.�.�.�.�_.�._.�. ........... .wwww........�w����� Terms of Contract Purpose/Description To complete the Water Works Risk and Resilience Assessment and Emergency Response Plan Updates required by the America's Water Infrastructure Act, due in March of 2020 For Ch��c�ITITOrders Only, ®a ._ Amount of Increase ❑ Decrease ($ Previous Amount ........................ �66 ,,,,.......... ... $ Increase /o Current Percent of Change: Decrease ( %) New Amount $ Increase % .._...._........mwm Total Percent of Change: Decrease /o o)...............��.�.�.�.�.�.�.�.���.�..�ww... ( Time Extension Amount: New Completion Date: