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Home My WebLink AboutPSA -Design Srvs. Martin Luther King Jr. Community Dream Center Proj No. 121-066 - Meticulous Design Architecture, LLC. ELIZABETH A. MARADIK GARY A. GILOT JORDAN V. GATHERS JOSEPH R. MOLNAR MURRAY L. MILLER 1316 COUNTY-CITY BUILDING 227 W. JEFFERSON BOULEVARD SOUTH BEND, INDIANA 46601-1830 PHONE 574/ 235-9251 FAX 574/ 235-9171 CITY OF SOUTH BEND JAMES MUELLER, MAYOR BOARD OF PUBLIC WORKS November 9, 2021 Mr. Damon F. Hewlin METICULOUS Design Architecture, LLC 1828 N. Illinois St. Indianapolis, IN 46202 dhewlin@meticulousda.com RE: Professional Services Agreement Dear Mr. Hewlin: At its November 9, 2021 meeting, the Board of Public Works approved the above referenced agreement for pre-design services, programming, and community engagement for the South Bend Martin Luther King Jr. Community Dream Center Project No. 121-066 in the amount of $178,200. 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, /s/ Laura Hensley/Acting Clerk Enclosures EJCDC E-500 Standard Form of 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 Prepared by ENGINEERS JOINT CONTRACT DOCUMENTS COMMITTEE and Issued and Published Jointly by AMERICAN COUNCIL OF ENGINEERING COMPANIES ______________________ ASSOCIATED GENERAL CONTRACTORS OF AMERICA ______________________ AMERICAN SOCIETY OF CIVIL ENGINEERS _______________________ PROFESSIONAL ENGINEERS IN PRIVATE PRACTICE A Practice Division of the NATIONAL SOCIETY OF PROFESSIONAL ENGINEERS This document has important legal consequences; consultation with an attorney is encouraged with respect to its use or modification. This document should be adapted to the particular circumstances of the contemplated Project and the Controlling Laws and Regulations. EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. Copyright © 2008 National Society of Professional Engineers 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882 www.nspe.org American Council of Engineering Companies 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474 www.acec.org American Society of Civil Engineers 1801 Alexander Bell Drive, Reston, VA 20191-4400 (800) 548-2723 www.asce.org Associated General Contractors of America 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308 (703) 548-3118 www.agc.org The copyright for this EJCDC document is owned jointly by the four EJCDC sponsoring organizations and held in trust for their benefit by NSPE. This Agreement has been prepared for use with the Standard General Conditions of the Construction Contract (EJCDC C-700, 2007 Edition). Their provisions are interrelated, and a change in one may necessitate a change in the other. For guidance on the completion and use of this Agreement, see EJCDC User’s Guide to the Owner-Engineer Agreement, EJCDC E-001, 2009 Edition. TABLE OF CONTENTS Page ARTICLE 1 – SERVICES OF ENGINEER .................................................................................................... 1 1.01 Scope ............................................................................................................................................. 1 ARTICLE 2 – OWNER’S RESPONSIBILITIES............................................................................................ 1 2.01 General .......................................................................................................................................... 1 ARTICLE 3 – SCHEDULE FOR RENDERING SERVICES ........................................................................ 2 3.01 Commencement ............................................................................................................................ 2 3.02 Time for Completion .................................................................................................................... 2 ARTICLE 4 – INVOICES AND PAYMENTS ............................................................................................... 2 4.01 Invoices ......................................................................................................................................... 2 4.02 Payments ....................................................................................................................................... 2 ARTICLE 5 – OPINIONS OF COST .............................................................................................................. 3 5.01 Opinions of Probable Construction Cost ..................................................................................... 3 5.02 Designing to Construction Cost Limit ......................................................................................... 3 5.03 Opinions of Total Project Costs ................................................................................................... 3 ARTICLE 6 – GENERAL CONSIDERATIONS ........................................................................................... 3 6.01 Standards of Performance ............................................................................................................ 3 6.02 Design Without Construction Phase Services ............................................................................. 5 6.03 Use of Documents ........................................................................................................................ 5 6.04 Insurance ....................................................................................................................................... 7 6.05 Suspension and Termination ........................................................................................................ 7 6.06 Controlling Law ............................................................................................................................ 9 6.07 Successors, Assigns, and Beneficiaries ........................................................................................ 9 6.08 Dispute Resolution........................................................................................................................ 9 6.09 Environmental Condition of Site................................................................................................ 10 6.10 Indemnification and Mutual Waiver .......................................................................................... 10 6.11 Miscellaneous Provisions ........................................................................................................... 11 ARTICLE 7 – DEFINITIONS ........................................................................................................................ 12 7.01 Defined Terms ............................................................................................................................ 12 ARTICLE 8 – EXHIBITS AND SPECIAL PROVISIONS .......................................................................... 15 8.01 Exhibits Included ........................................................................................................................ 15 8.02 Total Agreement ......................................................................................................................... 15 8.03 Designated Representatives ........................................................................................................ 16 8.04 Engineer's Certifications ............................................................................................................. 16 Page 1 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 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, THIS IS AN AGREEMENT effective as of November 9 , 2021 (“Effective Date”) between Board of Public Works, City of South Bend, Indiana (“Owner”) and METICULOUS Design Architecture, LLC (“Engineer”). Owner's Project, of which Engineer's services under this Agreement are a part, is generally identified as follows: South Bend MLK Jr., Community Dream Center ("Project"). Engineer's services under this Agreement are generally identified as follows: Phase I: Pre-Design, Programming, and Community Engagement 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. 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: 1.amounts due Engineer will be increased at the rate of 1.0% per month (or the maximum rate of interest permitted by law, if less) from said thirtieth day; and Page 3 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 2.Engineer may, after giving seven days written notice to Owner, suspend services under this Agreement until Owner has paid in full all 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 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. time and in the same locality. Engineer makes no warranties, express or implied, under this Agreement or otherwise, in connection with Engineer’s services. B.Technical Accuracy: Owner shall not be responsible for discovering deficiencies in the technical accuracy of Engineer’s services. Engineer shall correct deficiencies in technical accuracy without additional compensation, unless such corrective action is directly attributable to deficiencies in Owner-furnished information. C.Consultants: Engineer may employ such Consultants as Engineer deems necessary to assist in the performance or furnishing of the services, subject to reasonable, timely, and substantive objections by Owner. D.Reliance on Others: Subject to the standard of care set forth in Paragraph 6.01.A, Engineer and its Consultants may use or rely upon design elements and information ordinarily or customarily furnished by others, including, but not limited to, specialty contractors, manufacturers, suppliers, and the publishers of technical standards. E.Compliance with Laws and Regulations, and Policies and Procedures: 1. Engineer and Owner shall comply with applicable Laws and regulations. 2. Prior to the Effective Date, Owner provided to Engineer in writing any and all policies and procedures of Owner applicable to Engineer's performance of services under this Agreement. provided to Engineer in writing. Engineer shall comply with such policies and procedures, subject to the standard of care set forth in Paragraph 6.01.A, and to the extent compliance is not inconsistent with professional practice requirements. 3. This Agreement is based on Laws and Regulations and Owner-provided written policies and procedures as of the Effective Date. Changes after the Effective Date to these Laws and Regulations, or to Owner-provided written policies and procedures, may be the basis for modifications to Owner’s responsibilities or to Engineer’s scope of services, times of performance, or compensation. F. Engineer shall not be required to sign any documents, no matter by whom requested, that would result in the Engineer having to certify, guarantee, or warrant the existence of conditions whose existence the Engineer cannot ascertain. Owner agrees not to make resolution of any dispute with the Engineer or payment of any amount due to the Engineer in any way contingent upon the Engineer signing any such documents. G. The general conditions for any construction contract documents prepared hereunder are to be the “Standard General Conditions of the Construction Contract” as prepared by the Engineers Joint Contract Documents Committee (EJCDC C-700, 2007 Edition) unless both parties mutually agree to use other general conditions by specific reference in Exhibit J. H. Engineer shall not at any time supervise, direct, control, or have authority over any contractor work, nor shall Engineer have authority over or be responsible for the means, methods, techniques, sequences, or procedures of construction selected or used by any contractor, or the safety precautions and programs incident thereto, for security or safety at the Site, nor for any Page 5 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. failure of a contractor to comply with Laws and Regulations applicable to such contractor’s furnishing and performing of its work. I. Engineer neither guarantees the performance of any Contractor nor assumes responsibility for any Contractor’s failure to furnish and perform the Work in accordance with the Contract Documents. J. Engineer shall not provide or have any responsibility for surety bonding or insurance-related advice, recommendations, counseling, or research, or enforcement of construction insurance or surety bonding requirements. K. Engineer shall not be responsible for the acts or omissions of any Contractor, Subcontractor, or Supplier, or of any of their agents or employees or of any other persons (except Engineer’s own agents, employees, and Consultants) at the Site or otherwise furnishing or performing any Work; or for any decision made regarding the Contract Documents, or any application, interpretation, or clarification, of the Contract Documents, other than those made by Engineer. L. While at the Site, Engineer's employees and representatives shall comply with the specific applicable requirements of Contractor's and Owner's safety programs of which Engineer has been informed in writing. 6.02 Design Without Construction Phase Services A. Engineer shall be responsible only for those Construction Phase services expressly required of Engineer in Exhibit A, Paragraph A1.05. 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. All Documents are instruments of service in respect to this Project, and Engineer shall retain an ownership and property interest therein (including the copyright and the right of reuse at the discretion of the Engineer) whether or not the Project is completed. Owner shall not rely in any way on any Document unless it is in printed form, signed or sealed by the Engineer or one of its Consultants. B. Either party to this Agreement may rely that data or information set forth on paper (also known as hard copies) that the party receives from the other party by mail, hand delivery, or facsimile, are Page 6 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. the items that the other party intended to send. Files in electronic media format of text, data, graphics, or other types that are furnished by one party to the other are furnished only for convenience, not reliance by the receiving party. Any conclusion or information obtained or derived from such electronic files will be at the user’s sole risk. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern. If the parties agree to other electronic transmittal procedures, such are set forth in Exhibit J. C. Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data’s creator, the party receiving electronic files agrees that it will perform acceptance tests or procedures within 60 days, after which the receiving party shall be deemed to have accepted the data thus transferred. Any transmittal errors detected within the 60-day acceptance period will be corrected by the party delivering the electronic files. D. When transferring documents in electronic media format, the transferring party makes no representations as to long-term compatibility, usability, or readability of such documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by the documents’ creator. E. Owner may make and retain copies of Documents for information and reference in connection with use on the Project by Owner. Engineer grants Owner a limited license to use the Documents on the Project, extensions of the Project, and for related uses of the Owner, subject to receipt by Engineer of full payment for all services relating to preparation of the Documents and subject to the following limitations: (1) Owner acknowledges that such Documents are not intended or represented to be suitable for use on the Project unless completed by Engineer, or for use or reuse by Owner or others on extensions of the Project, on any other project, or for any other use or purpose, without written verification or adaptation by Engineer; (2) any such use or reuse, or any modification of the Documents, without written verification, completion, or adaptation by Engineer, as appropriate for the specific purpose intended, will be at Owner’s sole risk and without liability or legal exposure to Engineer or to its officers, directors, members, partners, agents, employees, and Consultants; (3) Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, and Consultants from all claims, damages, losses, and expenses, including attorneys’ fees, arising out of or resulting from any use, reuse, or modification of the Documents without written verification, completion, or adaptation by Engineer; and (4) such limited license to Owner shall not create any rights in third parties. F. If Engineer at Owner’s request verifies the suitability of the Documents, completes them, or adapts them for extensions of the Project or for any other purpose, then Owner shall compensate Engineer at rates or in an amount to be agreed upon by Owner and Engineer. G. At completion of any survey services and upon payment of monies due the Engineer for those services, the Engineer shall provide the owner with all survey data and drawings, upon which it will become the property of the Owner. H. At completion of any traffic study services and upon payment of monies due the Engineer for those services, the Engineer shall provide the owner with all data and models, upon which it will become the property of the Owner. 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. I. At completion of any geotechnical or material investigation services and upon payment of monies due the Engineer for those services, the Engineer shall provide the owner with all data, upon which it will become the property of the Owner. 6.04 Insurance A. Engineer shall procure and maintain insurance as set forth in Exhibit G, “Insurance.” Engineer shall cause Owner to be listed as an additional insured on any applicable general liability insurance policy carried by Engineer. B. Owner shall procure and maintain insurance as set forth in Exhibit G, “Insurance.” Owner shall cause Engineer and its Consultants to be listed as additional insureds on any general liability policies and as loss payees on any property insurance policies carried by Owner which are applicable to the Project. C. Owner shall require Contractor to purchase and maintain policies of insurance covering workers' compensation, general liability, property damage (other than to the Work itself), motor vehicle damage and injuries, and other insurance necessary to protect Owner's and Engineer's interests in the Project. Owner shall require Contractor to cause Engineer and its Consultants to be listed as additional insureds with respect to such liability and other insurance purchased and maintained by Contractor for the Project. D. Owner and Engineer shall each deliver to the Owner other certificates of insurance evidencing the coverages indicated in Exhibit G. Such certificates shall be furnished prior to commencement of Engineer’s services and at renewals thereafter during the life of the Agreement. E. All policies of property insurance relating to the Project shall contain provisions to the effect that Engineer’s and its Consultants’ interests are covered and that in the event of payment of any loss or damage the insurers will have no rights of recovery against Engineer or its Consultants, or any insureds, additional insureds, or loss payees thereunder. F. All policies of insurance shall contain a provision or endorsement that the coverage afforded will not be canceled or reduced in limits by endorsement, and that renewal will not be refused, until at least 30 days prior written notice has been given to Owner and Engineer 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: 1.By Owner: Owner may suspend the Project for up to 90 days upon seven days written notice to Engineer. Page 8 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 2.By Engineer: Engineer may, after giving seven days written notice to Owner, suspend services under this Agreement if Engineer's performance has been substantially delayed through no fault of Engineer. B.Termination: The obligation to provide further services under this Agreement may be terminated: 1.For cause, a.By either party upon 30 days written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. b.By Engineer: 1)upon seven days written notice if Owner demands that Engineer furnish or perform services contrary to Engineer’s responsibilities as a licensed professional; or 2)upon seven days written notice if the Engineer’s services for the Project are delayed or suspended for more than 90 days for reasons beyond Engineer’s control. 3)Engineer shall have no liability to Owner on account of such termination. c.Notwithstanding the foregoing, this Agreement will not terminate under Paragraph 6.05.B.1.a if the party receiving such notice begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, 60 days after the date of receipt of the notice. 2.For convenience, a.By Owner effective upon Engineer’s receipt of notice from Owner. C.Effective Date of Termination: The terminating party under Paragraph 6.05.B may set the effective date of termination at a time up to 30 days later than otherwise provided to allow Engineer to demobilize personnel and equipment from the Site, to complete tasks whose value would otherwise be lost, to prepare notes as to the status of completed and uncompleted tasks, and to assemble Project materials in orderly files. D.Payments Upon Termination: 1. 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 Page 9 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. this Agreement and all Reimbursable Expenses incurred through the effective date of termination. Upon making such payment, Owner shall have the limited right to the use of Documents, at Owner’s sole risk, subject to the provisions of Paragraph 6.03.E. 2. In the event of termination by Owner for convenience or by Engineer for cause, Engineer shall be entitled, in addition to invoicing for those items identified in Paragraph 6.05.D.1, to invoice Owner and to payment of a reasonable amount for services and expenses directly attributable to termination, both before and after the effective date of termination, such as reassignment of personnel, costs of terminating contracts with Engineer’s Consultants, and other related close-out costs, using methods and rates for Additional Services as set forth in Exhibit C. 6.06 Controlling Law A. This Agreement is to be governed by the law of the state or jurisdiction in which the Project is located. 6.07 Successors, Assigns, and Beneficiaries A. Owner and Engineer are hereby bound and the successors, executors, administrators, and legal representatives of Owner and Engineer (and to the extent permitted by Paragraph 6.07.B the assigns of Owner and Engineer) are hereby bound to the other party to this Agreement and to the successors, executors, administrators and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements, and obligations of this Agreement. B. Neither Owner nor Engineer may assign, sublet, or transfer any rights under or interest (including, but without limitation, moneys that are due or may become due) in this Agreement without the written consent of the other, except to the extent that any assignment, subletting, or transfer is mandated or restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. C. Unless expressly provided otherwise in this Agreement: 1.Nothing in this Agreement shall be construed to create, impose, or give rise to any duty owed by Owner or Engineer to any Contractor, Subcontractor, Supplier, other individual or entity, or to any surety for or employee of any of them. 2.All duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of Owner and Engineer and not for the benefit of any other party. 3.Owner agrees that the substance of the provisions of this Paragraph 6.07.C shall appear in the Contract Documents. 6.08 Dispute Resolution A. Owner and Engineer agree to negotiate all disputes between them in good faith for a period of 30 days from the date of notice prior to invoking the procedures of Exhibit H or other provisions of this Agreement, or exercising their rights under law. Page 10 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. B. If the parties fail to resolve a dispute through negotiation under Paragraph 6.08.A, then either or both may invoke the procedures of Exhibit H. If Exhibit H is not included, or if no dispute resolution method is specified in Exhibit H, then the parties may exercise their rights under law. 6.09 Environmental Condition of Site A. Owner has disclosed to Engineer in writing the existence of all known and suspected Asbestos, PCBs, Petroleum, Hazardous Waste, Radioactive Material, hazardous substances, and other Constituents of Concern located at or near the Site, including type, quantity, and location. B. Owner represents to Engineer that to the best of its knowledge no Constituents of Concern, other than those disclosed in writing to Engineer, exist at the Site. C. If Engineer encounters or learns of an undisclosed Constituent of Concern at the Site, then Engineer shall notify (1) Owner and (2) appropriate governmental officials if Engineer reasonably concludes that doing so is required by applicable Laws or Regulations. D. It is acknowledged by both parties that Engineer’s scope of services does not include any services related to Constituents of Concern. If Engineer or any other party encounters an undisclosed Constituent of Concern, or if investigative or remedial action, or other professional services, are necessary with respect to disclosed or undisclosed Constituents of Concern, then Engineer may, at its option and without liability for consequential or any other damages, suspend performance of services on the portion of the Project affected thereby until Owner: (1) retains appropriate specialist consultants or contractors to identify and, as appropriate, abate, remediate, or remove the Constituents of Concern; and (2) warrants that the Site is in full compliance with applicable Laws and Regulations. E. If the presence at the Site of undisclosed Constituents of Concern adversely affects the performance of Engineer’s services under this Agreement, then the Engineer shall have the option of (1) accepting an equitable adjustment in its compensation or in the time of completion, or both; or (2) terminating this Agreement for cause on 30 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, Page 11 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. employees, or Consultants. This indemnification provision is subject to and limited by the provisions, if any, agreed to by Owner and Engineer in Exhibit I, “Limitations of Liability." B.Indemnification by Owner: Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, and Consultants as required by Laws and Regulations and to the extent (if any) required in Exhibit I, Limitations of Liability. C.Environmental Indemnification: To the fullest extent permitted by law, Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, and Consultants from and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys and other professionals, and all court, arbitration, or other dispute resolution costs) caused by, arising out of, relating to, or resulting from a Constituent of Concern at, on, or under the Site, provided that (1) any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, and (2) nothing in this paragraph shall obligate Owner to indemnify any individual or entity from and against the consequences of that individual's or entity's own negligence or willful misconduct. D.Percentage Share of Negligence: To the fullest extent permitted by law, a 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. Page 12 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. D.Waiver: A party’s non-enforcement of any provision shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Agreement. E.Accrual of Claims: To the fullest extent permitted by law, all causes of action arising under this Agreement shall be deemed to have accrued, and all statutory periods of limitation shall commence, no later than the date of Substantial Completion. ARTICLE 7 – DEFINITIONS 7.01 Defined Terms A. Wherever used in this Agreement (including the Exhibits hereto) terms (including the singular and plural forms) printed with initial capital letters have the meanings indicated in the text above, in the exhibits, or in the following provisions: 1.Additional Services – The services to be performed for or furnished to Owner by Engineer in accordance with Part 2 of Exhibit A of this Agreement. 2.Agreement – This written contract for professional services between Owner and Engineer, including all exhibits identified in Paragraph 8.01 and any duly executed amendments. 3.Asbestos – Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United States Occupational Safety and Health Administration. 4.Basic Services – The services to be performed for or furnished to Owner by Engineer in accordance with Part 1 of Exhibit A of this Agreement. 5.Construction Contract – The entire and integrated written agreement between Owner and Contractor concerning the Work. 6.Construction Cost – The cost to Owner of those portions of the entire Project designed or specified by Engineer. Construction Cost does not include costs of services of Engineer or other design professionals and consultants; cost of land or rights-of-way, or compensation for damages to properties; Owner’s costs for legal, accounting, insurance counseling or auditing services; interest or financing charges incurred in connection with 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 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. seq.; and (g) any other federal, state, or local statute, law, rule, regulation, ordinance, resolution, code, order, or decree regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic, or dangerous waste, substance, or material. 8.Consultants – Individuals or entities having a contract with Engineer to furnish services with respect to this Project as Engineer’s independent professional associates and consultants; subcontractors; or vendors. 9.Contract Documents – Those items so designated in the Construction Contract, including the Drawings, Specifications, construction agreement, and general and supplementary conditions. Only printed or hard copies of the items listed in the Construction Contract are Contract Documents. Approved Shop Drawings, other Contractor submittals, and the reports and drawings of subsurface and physical conditions are not Contract Documents. 10.Contractor – The entity or individual with which Owner has entered into a Construction Contract. 11.Documents – Data, reports, Drawings, Specifications, Record Drawings, and other deliverables, whether in printed or electronic media format, provided or furnished in appropriate phases by Engineer to Owner pursuant to this Agreement. 12.Drawings – That part of the Contract Documents prepared or approved by Engineer which graphically shows the scope, extent, and character of the Work to be performed by Contractor. Shop Drawings are not Drawings as so defined. 13.Effective Date – The date indicated in this Agreement on which it becomes effective, but if no such date is indicated, the date on which this Agreement is signed and delivered by the last of the parties to sign and deliver. 14.Engineer – The individual or entity named as such in this Agreement. 15.Hazardous Waste – The term Hazardous Waste shall have the meaning provided in Section 1004 of the Solid Waste Disposal Act (42 USC Section 6903) as amended from time to time. 16.Laws and Regulations; Laws or Regulations – Any and all applicable laws, rules, regulations, ordinances, codes, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction. 17.Owner – The individual or entity with which Engineer has entered into this Agreement and for which the Engineer's services are to be performed. Unless indicated otherwise, this is the same individual or entity that will enter into any Construction Contracts concerning the Project. 18.PCBs – Polychlorinated biphenyls. 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. Page 14 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 20.Project – The total construction of which the Work to be performed under the Contract Documents may be the whole, or a part. 21.Radioactive Material – Source, special nuclear, or byproduct material as defined by the Atomic Energy Act of 1954 (42 USC Section 2011 et seq.) as amended from time to time. 22.Record Drawings – Drawings depicting the completed Project, prepared by Engineer as an Additional Service and based solely on Contractor's record copy of all Drawings, Specifications, addenda, change orders, work change directives, field orders, and written interpretations and clarifications, as delivered to Engineer and annotated by Contractor to show changes made during construction. 23.Reimbursable Expenses – The expenses incurred directly by Engineer in connection with the performing or furnishing of Basic and Additional Services for the Project. 24.Resident Project Representative – The authorized representative of Engineer assigned to assist Engineer at the Site during the Construction Phase. As used herein, the term Resident Project Representative or "RPR" includes any assistants or field staff of Resident Project Representative agreed to by Owner. The duties and responsibilities of the Resident Project Representative, if any, are as set forth in Exhibit D. 25.Samples – Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and which establish the standards by which such portion of the Work will be judged. 26.Shop Drawings – All drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of the Work. 27.Site – Lands or areas to be indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed, including rights-of-way and easements for access thereto, and such other lands furnished by Owner which are designated for the use of Contractor. 28.Specifications – That part of the Contract Documents consisting of written technical descriptions of materials, equipment, systems, standards, and workmanship as applied to the Work and certain administrative details applicable thereto. 29.Subcontractor – An individual or entity having a direct contract with Contractor or with any other Subcontractor for the performance of a part of the Work at the Site. 30.Substantial Completion – The time at which the Work (or a specified part thereof) has progressed to the point where, in the opinion of Engineer, the Work (or a specified part thereof) is sufficiently complete, in accordance with the Contract Documents, so that the Work (or a specified part thereof) can be utilized for the purposes for which it is intended. The terms “substantially complete” and “substantially completed” as applied to all or part of the Work refer to Substantial Completion thereof. Page 15 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 31.Supplier – A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with any Subcontractor to furnish materials or equipment to be incorporated in the Work by Contractor or Subcontractor. 32.Total Project Costs – The sum of the Construction Cost, allowances for contingencies, and the total costs of services of Engineer or other design professionals and consultants, together with such other Project-related costs that Owner furnishes for inclusion, including but not limited to cost of land, rights-of-way, compensation for damages to properties, Owner’s costs for legal, accounting, insurance counseling and auditing services, interest and financing charges incurred in connection with the Project, and the cost of other services to be provided by others to Owner pursuant to Exhibit B of this Agreement. 33.Work – The entire construction or the various separately identifiable parts thereof required to be provided under the Contract Documents. Work includes and is the result of performing or providing all labor, services, and documentation necessary to produce such construction, and furnishing, installing, and incorporating all materials and equipment into such construction, all as required by the Contract Documents. ARTICLE 8 – EXHIBITS AND SPECIAL PROVISIONS 8.01 Exhibits Included: A. Exhibit A, Engineer’s Services. B. Exhibit B, Owner’s Responsibilities. C. Exhibit C, Payments to Engineer for Services and Reimbursable Expenses. D. Exhibit D, Duties, Responsibilities and Limitations of Authority of Resident Project Representative. NOT INCLUDED E. Exhibit E, Notice of Acceptability of Work. NOT INCLUDED F. Exhibit F, Construction Cost Limit. NOT INCLUDED G. Exhibit G, Insurance. H. Exhibit H, Dispute Resolution. NOT INCLUDED I. Exhibit I, Limitations of Liability. J. Exhibit J, Special Provisions. NOT INCLUDED K. Exhibit K, Amendment to Owner-Engineer Agreement. 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 Page 16 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. Agreement may only be amended, supplemented, modified, or canceled by a duly executed written instrument based on the format of Exhibit K to this Agreement. 8.03 Designated Representatives: A. With the execution of this Agreement, Engineer and Owner shall designate specific individuals to act as Engineer’s and Owner’s representatives with respect to the services to be performed or furnished by Engineer and responsibilities of Owner under this Agreement. Such an individual shall have authority to transmit instructions, receive information, and render decisions relative to the Project on behalf of the respective party whom the individual represents. 8.04 Engineer's Certifications: A. Engineer certifies that it has not engaged in corrupt, fraudulent, or coercive practices in competing for or in executing the Agreement. For the purposes of this Paragraph 8.04: 1."corrupt practice" means the offering, giving, receiving, or soliciting of any thing of value likely to influence the action of a public official in the selection process or in the Agreement execution; 2."fraudulent practice" means an intentional misrepresentation of facts made (a) to influence the selection process or the execution of the Agreement to the detriment of Owner, or (b) to deprive Owner of the benefits of free and open competition; 3."coercive practice" means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the selection process or affect the execution of the Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the Effective Date of which is indicated on page 1. Owner: Engineer: City of South Bend, Indiana Board of Public Works METICULOUS Design Architecture, LLC By: By: Damon Hewlin Title: Elizabeth A. Maradik, President Title: Partner By: Title: Gary A. Gilot, Member By: Title: Jordan V. Gathers, Member November 9, 2021 Page 17 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. By: Title: Joseph R. Molnar, Member By: Title: Murray Miller, Member Attest: Title: Anne Fuchs, Clerk Date: Date: October 29, 2021 Engineer License or Firm's Certificate No. AR10600160 State of: Indiana Address for giving notices: Address for giving notices: 227 West Jefferson Boulevard South Bend, Indiana 46601 1828 N. Illinois Street Indianapolis, IN 46202 Designated Representative (Paragraph 8.03.A): Designated Representative (Paragraph 8.03.A): Kara M. Boyles, Ph.D., P.E. Damon F. Hewlin, AIA, LEED AP Title: City Engineer Title: Partner Phone Number: (574) 235-5933 Phone Number: 317-926-1820 Facsimile Number: (574) 235-9171 Facsimile Number: 317-926-1816 E-Mail Address: kboyles@southbendin.gov E-Mail Address: dhewlin@meticulousda.com 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. This is EXHIBIT A, consisting of 12 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated November 1, 2021. 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 A1.01 Study and Report Phase A.Engineer shall: 1.Consult with Owner to define and clarify Owner’s requirements for the Project and available data. 2.Advise Owner of any need for Owner to provide data or services of the types described in Exhibit B which are not part of Engineer’s Basic Services. 3.Identify, consult with, and analyze requirements of governmental authorities having jurisdiction to approve the portions of the Project designed or specified by Engineer, including but not limited to mitigating measures identified in the environmental assessment. 4.Identify and evaluate up to three (3) design concepts as alternate solutions available to Owner and, after consultation with Owner, recommend to Owner those solutions which in Engineer’s judgment meet Owner’s requirements for the Project. 5.Prepare a report (the “Report”) which will, as appropriate, contain schematic layouts, sketches, and conceptual design criteria with appropriate exhibits to indicate the agreed-to requirements, considerations involved, and those alternate solutions available to Owner which Engineer recommends. For each recommended solution Engineer will provide the following, which will be separately itemized: opinion of probable Construction Cost; proposed allowances for contingencies; the estimated total costs of design, professional, and related services to be provided by Engineer and its Consultants; and, on the basis of information furnished by Owner, a summary of allowances for other items and services included within the definition of Total Project Costs. 6.Perform or provide the following additional Study and Report Phase tasks or deliverables: REFERENCE PROPOSAL DATED 102921 7.Furnish review copies of the Report and any other deliverables to Owner within calendar days of the Effective Date and review it with Owner. Within calendar days of receipt, Owner shall submit to Engineer any comments regarding the Report and any other deliverables. 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. 8.Revise the Report and any other deliverables in response to Owner’s comments, as appropriate, and furnish copies of the revised Report and any other deliverables to the Owner within calendar days of receipt of Owner’s comments. B.Engineer’s services under the Study and Report Phase will be considered complete on the date when the revised Report and any other deliverables have been delivered to Owner. A1.02 Preliminary Design Phase A.After acceptance by Owner of the Report and any other deliverables, selection by Owner of a recommended solution and indication of any specific modifications or changes in the scope, extent, character, or design requirements of the Project desired by Owner, and upon written authorization from Owner, Engineer shall: 1.Prepare Preliminary Design Phase documents consisting of final design criteria, preliminary drawings, outline specifications, and written descriptions of the Project. 2.Provide necessary field surveys and topographic and utility mapping for design purposes. Utility mapping will be based upon information obtained from utility owners. 3.Advise Owner if additional reports, data, information, or services of the types described in Exhibit B are necessary and assist Owner in obtaining such reports, data, information, or services. 4.Based on the information contained in the Preliminary Design Phase documents, prepare a revised opinion of probable Construction Cost, and assist Owner in collating the various cost categories which comprise Total Project Costs. 5.Perform or provide the following additional Preliminary Design Phase tasks or deliverables: REFERENCE PROPOSAL DATED 102921 6.Furnish review copies of the Preliminary Design Phase documents and any other deliverables to Owner within calendar days of authorization to proceed with this phase, and review them with Owner. Within calendar days of receipt, Owner shall submit to Engineer any comments regarding the Preliminary Design Phase documents and any other deliverables. 7.Revise the Preliminary Design Phase documents and any other deliverables in response to Owner’s comments, as appropriate, and furnish to Owner copies of the revised Preliminary Design Phase documents, revised opinion of probable Construction Cost, and any other deliverables within calendar days after receipt of Owner’s comments. B.Engineer’s services under the Preliminary Design Phase will be considered complete on the date when the revised Preliminary Design Phase documents, revised opinion of probable Construction Cost, and any other deliverables have been delivered to Owner. Page 3 (Exhibit A – Engineer’s Services) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. A1.03 Final Design Phase A.After acceptance by Owner of the Preliminary Design Phase documents, revised opinion of probable Construction Cost as determined in the Preliminary Design Phase, and any other deliverables subject to any Owner-directed modifications or changes in the scope, extent, character, or design requirements of or for the Project, and upon written authorization from Owner, Engineer shall: 1.Prepare final Drawings and Specifications indicating the scope, extent, and character of the Work to be performed and furnished by Contractor. 2.Provide technical criteria, written descriptions, and design data for Owner’s use in filing applications for permits from or approvals of governmental authorities having jurisdiction to review or approve the final design of the Project; assist Owner in consultations with such authorities; and revise the Drawings and Specifications in response to directives from such authorities. 3.Advise Owner of any adjustments to the opinion of probable Construction Cost known to Engineer. 4.Perform or provide the following additional Final Design Phase tasks or deliverables: REFERENCE PROPOSAL DATED 102921 5.Prepare and furnish bidding documents for review by Owner, its legal counsel, and other advisors, and assist Owner in the preparation of other related documents. Within days of receipt, Owner shall submit to Engineer any comments and, subject to the provisions of Paragraph 6.01.G, instructions for revisions. 6.Revise the bidding documents in accordance with comments and instructions from the Owner, as appropriate, and submit final copies of the bidding documents, a revised opinion of probable Construction Cost, and any other deliverables to Owner within calendar days after receipt of Owner’s comments and instructions. B.Engineer’s services under the Final Design Phase will be considered complete on the date when the submittals required by Paragraph A1.03.A.6 have been delivered to Owner. C.In the event that the Work designed or specified by Engineer is to be performed or furnished under more than one prime contract, or if Engineer’s services are to be separately sequenced with the work of one or more prime Contractors (such as in the case of fast-tracking), Owner and Engineer shall, prior to commencement of the Final Design Phase, develop a schedule for performance of Engineer’s services during the Final Design, Bidding or Negotiating, Construction, and Post- Construction Phases in order to sequence and coordinate properly such services as are applicable to the work under such separate prime contracts. This schedule is to be prepared and included in or become an amendment to Exhibit A whether or not the work under such contracts is to proceed concurrently. D.The number of prime contracts for Work designed or specified by Engineer upon which the Engineer’s compensation has been established under this Agreement is . If more prime 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. contracts are awarded, Engineer shall be entitled to an equitable increase in its compensation under this Agreement. A1.04 Bidding or Negotiating Phase A.After acceptance by Owner of the bidding documents and the most recent opinion of probable Construction Cost as determined in the Final Design Phase, and upon written authorization by Owner to proceed, Engineer shall: 1.Assist Owner in advertising for and obtaining bids or proposals for the Work and, where applicable, maintain a record of prospective bidders to whom Bidding Documents have been issued, attend pre-bid conferences, if any, and receive and process contractor deposits or charges for the bidding documents. 2.Issue addenda as appropriate to clarify, correct, or change the bidding documents. 3.Provide information or assistance needed by Owner in the course of any negotiations with prospective contractors. 4.Consult with Owner as to the acceptability of subcontractors, suppliers, and other individuals and entities proposed by prospective contractors for those portions of the Work as to which such acceptability is required by the bidding documents. 5.If bidding documents require, the Engineer shall evaluate and determine the acceptability of "or equals" and substitute materials and equipment proposed by bidders, but subject to the provisions of paragraph A2.02.A.2 of this Exhibit A. 6.Attend the Bid opening, prepare Bid tabulation sheets, and assist Owner in evaluating Bids or proposals and in assembling and awarding contracts for the Work. 7.Perform or provide the following additional Bidding or Negotiating Phase tasks or deliverables: REFERENCE PROPOSAL DATED 102921 B.The Bidding or Negotiating Phase will be considered complete upon commencement of the Construction Phase or upon cessation of negotiations with prospective contractors (except as may be required if Exhibit F is a part of this Agreement). A1.05 Construction Phase A.Upon successful completion of the Bidding and Negotiating Phase, and upon written authorization from Owner, Engineer shall: 1.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. 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. 2.Resident Project Representative (RPR): DELETED 3.Selecting Independent Testing Laboratory: Assist Owner in the selection of an independent testing laboratory to perform the services identified in Exhibit B, Paragraph B2.01.0. 4.Pre-Construction Conference: Participate in a Pre-Construction Conference prior to commencement of Work at the Site. 5.Schedules: Receive, review, and determine the acceptability of any and all schedules that Contractor is required to submit to Engineer, including the Progress Schedule, Schedule of Submittals, and Schedule of Values. 6.Baselines and Benchmarks: As appropriate, establish baselines and benchmarks for locating the Work which in Engineer’s judgment are necessary to enable Contractor to proceed. 7.Visits to Site and Observation of Construction: In connection with observations of Contractor’s Work while it is in progress: a.Make visits to the Site at intervals appropriate to the various stages of construction, as Engineer deems necessary, to observe as an experienced and qualified design professional the progress of Contractor’s executed Work. Such visits and observations by Engineer, and the Resident Project Representative, if any, are not intended to be exhaustive or to extend to every aspect of Contractor’s Work in progress or to involve detailed inspections of Contractor’s Work in progress beyond the responsibilities specifically assigned to Engineer in this Agreement and the Contract Documents, but rather are to be limited to spot checking, selective sampling, and similar methods of general observation of the Work based on Engineer’s exercise of professional judgment, as assisted by the Resident Project Representative, if any. Based on information obtained during such visits and observations, Engineer will determine in general if the Work is proceeding in accordance with the Contract Documents, and Engineer shall keep Owner informed of the progress of the Work. b.The purpose of Engineer’s visits to, and representation by the Resident Project Representative, if any, at the Site, will be to enable Engineer to better carry out the duties and responsibilities assigned to and undertaken by Engineer during the Construction Phase, and, in addition, by the exercise of Engineer’s efforts as an experienced and qualified design professional, to provide for Owner a greater degree of confidence that the completed Work will conform in general to the Contract Documents and that Contractor has implemented and maintained the integrity of the design concept of the completed Project as a functioning whole as indicated in the Contract Documents. Engineer shall not, during such visits or as a result of such observations of Contractor’s Work in progress, supervise, direct, or have control over Contractor’s Work, nor shall Engineer have authority over or responsibility for the means, methods, techniques, sequences, or procedures of construction selected or used by Contractor, for security or safety at the Site, for safety precautions and programs incident to Contractor’s Work, nor for any failure of Contractor to comply with Laws 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. and Regulations applicable to Contractor’s furnishing and performing the Work. Accordingly, Engineer neither guarantees the performance of any Contractor nor assumes responsibility for any Contractor’s failure to furnish or perform the Work in accordance with the Contract Documents. 8.Defective Work: Reject Work if, on the basis of Engineer’s observations, Engineer believes that such Work (a) is defective under the standards set forth in the Contract Documents, (b) will not produce a completed Project that conforms to the Contract Documents, or (c) will imperil the integrity of the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. 9.Clarifications and Interpretations; Field Orders: Issue necessary clarifications and interpretations of the Contract Documents as appropriate to the orderly completion of Contractor’s work. Such clarifications and interpretations will be consistent with the intent of and reasonably inferable from the Contract Documents. Subject to any limitations in the Contract Documents, Engineer may issue field orders authorizing minor variations in the Work from the requirements of the Contract Documents. 10.Change Orders and Work Change Directives: Recommend change orders and work change directives to Owner, as appropriate, and prepare change orders and work change directives as required. 11.Shop Drawings and Samples: Review and approve or take other appropriate action in respect to Shop Drawings and Samples and other data which Contractor is required to submit, but only for conformance with the information given in the Contract Documents and compatibility with the design concept of the completed Project as a functioning whole as indicated by the Contract Documents. Such reviews and approvals or other action will not extend to means, methods, techniques, sequences, or procedures of construction or to safety precautions and programs incident thereto. Engineer shall meet any Contractor’s submittal schedule that Engineer has accepted. 12.Substitutes and “or-equal”: Evaluate and determine the acceptability of substitute or “or- equal” materials and equipment proposed by Contractor, but subject to the provisions of Paragraph A2.02.A.2 of this Exhibit A. 13.Inspections and Tests: Require such special inspections or tests of Contractor’s work as deemed reasonably necessary, and receive and review all certificates of inspections, tests, and approvals required by Laws and Regulations or the Contract Documents. Engineer’s review of such certificates will be for the purpose of determining that the results 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. 14.Disagreements between Owner and Contractor: Render formal written decisions on all duly submitted issues relating to the acceptability of Contractor’s work or the interpretation of the requirements of the Contract Documents pertaining to the execution, performance, or progress of Contractor’s Work; review each duly submitted Claim by 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. Owner or Contractor, and in writing either deny such Claim in whole or in part, approve such Claim, or decline to resolve such Claim if Engineer in its discretion concludes that to do so would be inappropriate. In rendering such decisions, Engineer shall be fair and not show partiality to Owner or Contractor and shall not be liable in connection with any decision rendered in good faith in such capacity. 15.Applications for Payment: Based on Engineer’s observations as an experienced and qualified design professional and on review of Applications for Payment and accompanying supporting documentation: a.Determine the amounts that Engineer recommends Contractor be paid. Such recommendations of payment will be in writing and will constitute Engineer’s representation to Owner, based on such observations and review, that, to the best of Engineer’s knowledge, information and belief, Contractor’s Work has progressed to the point indicated, the Work is generally in accordance with the Contract Documents (subject to an evaluation of the Work as a functioning whole prior to or upon Substantial Completion, to the results of any subsequent tests called for in the Contract Documents, and to any other qualifications stated in the recommendation), and the conditions precedent to Contractor’s being entitled to such payment appear to have been fulfilled in so far as it is Engineer’s responsibility to observe Contractor’s Work. In the case of unit price work, Engineer’s recommendations of payment will include final determinations of quantities and classifications of Contractor’s Work (subject to any subsequent adjustments allowed by the Contract Documents). b.By recommending any payment, Engineer shall not thereby be deemed to have represented that observations made by Engineer to check the quality or quantity of Contractor’s Work as it is performed and furnished have been exhaustive, extended to every aspect of Contractor’s Work in progress, or involved detailed inspections of the Work beyond the responsibilities specifically assigned to Engineer in this Agreement and the Contract Documents. Neither Engineer’s review of Contractor’s Work for the purposes of recommending payments nor Engineer’s recommendation of any payment including final payment will impose on Engineer responsibility to supervise, direct, or control Contractor’s Work in progress or for the means, methods, techniques, sequences, or procedures of construction or safety precautions or programs incident thereto, or Contractor’s compliance with Laws and Regulations applicable to Contractor’s furnishing and performing the Work. It will also not impose responsibility on Engineer to make any examination to ascertain how or for what purposes Contractor has used the moneys paid on account of the Contract Price, or to determine that title to any portion of the Work in progress, materials, or equipment has passed to Owner free and clear of any liens, claims, security interests, or encumbrances, or that there may not be other matters at issue between Owner and Contractor that might affect the amount that should be paid. 16.Contractor’s Completion Documents: Receive, review, and transmit to Owner maintenance and operating instructions, schedules, guarantees, bonds, certificates or other evidence of insurance required by the Contract Documents, certificates of inspection, tests and approvals, Shop Drawings, Samples and other data approved as provided under Paragraph A1.05.A.11, and transmit the annotated record documents which are to be 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. assembled by Contractor in accordance with the Contract Documents to obtain final payment. The extent of such review by Engineer will be limited as provided in Paragraph A1.05.A.11. 17.Substantial Completion: Promptly after notice from Contractor that Contractor considers the entire Work ready for its intended use, in company with Owner and Contractor, visit the Project to determine if the Work is substantially complete. If after considering any objections of Owner, Engineer considers the Work substantially complete, Engineer shall deliver a certificate of Substantial Completion to Owner and Contractor. 18.Additional Tasks: Perform or provide the following additional Construction Phase tasks or deliverables: REFERENCE PROPOSAL DATED 102921 19.Final Notice of Acceptability of the Work: Conduct a final visit to the Project to determine if the completed Work of Contractor is acceptable so that Engineer may recommend, in writing, final payment to Contractor. Accompanying the recommendation for final payment, Engineer shall also provide a notice in the form attached hereto as Exhibit E (the “Notice of Acceptability of Work”) that the Work is acceptable (subject to the provisions of Paragraph A1.05.A.15.b) to the best of Engineer’s knowledge, information, and belief and based on the extent of the services provided by Engineer under this Agreement. B.Duration of Construction Phase: The Construction Phase will commence with the execution of the first Construction Contract for the Project or any part thereof and will terminate upon written recommendation by Engineer for final payment to Contractors. If the Project involves more than one prime contract as indicated in Paragraph A1.03.C, then Construction Phase services may be rendered at different times in respect to the separate contracts. Subject to the provisions of Article 3, Engineer shall be entitled to an equitable increase in compensation if Construction Phase services (including Resident Project Representative services, if any) are required after the original date for completion and readiness for final payment of Contractor as set forth in the Construction Contract. C.Limitation of Responsibilities: Engineer shall not be responsible for the acts or omissions of any Contractor, Subcontractor or Supplier, or other individuals or entities performing or furnishing any of the Work, for safety or security at the Site, or for safety precautions and programs incident to Contractor's Work, during the Construction Phase or otherwise. Engineer shall not be responsible for the failure of any Contractor to perform or furnish the Work in accordance with the Contract Documents. A1.06 Post-Construction Phase A.Upon written authorization from Ownerduring the Post-Construction Phase Engineer shall: 1.Together with Owner, visit the Project to observe any apparent defects in the Work, assist Owner in consultations and discussions with Contractor concerning correction of any such defects, and make recommendations as to replacement or correction of defective Work, if any. 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. 2.Together with Owner or Owner’s representative, visit the Project within one month before the end of the correction period to ascertain whether any portion of the Work is subject to correction. 3.Perform or provide the following additional Post-Construction Phase tasks or deliverables: [Here list any such tasks or deliverables] B.The Post-Construction Phase services may commence during the Construction Phase and, if not otherwise modified in this Exhibit A, will terminate twelve months after the commencement of the Construction Contract’s correction period. PART 2 – ADDITIONAL SERVICES A2.01 Additional Services Requiring Owner’s Written Authorization A.If authorized in writing by Owner, Engineer shall furnish or obtain from others Additional Services of the types listed below. 1.Preparation of applications and supporting documents (in addition to those furnished under Basic Services) for private or governmental grants, loans, or advances in connection with the Project; preparation or review of environmental assessments and impact statements; review and evaluation of the effects on the design requirements for the Project of any such statements and documents prepared by others; and assistance in obtaining approvals of authorities having jurisdiction over the anticipated environmental impact of the Project. 2.Services to make measured drawings of or to investigate existing conditions or facilities, or to verify the accuracy of drawings or other information furnished by Owner or others. 3.Services resulting from significant changes in the scope, extent, or character of the portions of the Project designed or specified by Engineer or its design requirements including, but not limited to, changes in size, complexity, Owner’s schedule, character of construction, or method of financing; and revising previously accepted studies, reports, Drawings, Specifications, or Contract Documents when such revisions are required by changes in Laws and Regulations enacted subsequent to the Effective Date or are due to any other causes beyond Engineer’s control. 4.Services resulting from Owner’s request to evaluate additional Study and Report Phase alternative solutions beyond those identified in Paragraph A1.01.A.4. 5.Services required as a result of Owner’s providing incomplete or incorrect Project information to Engineer. 6.Providing renderings or models for Owner’s use. 7.Undertaking investigations and studies including, but not limited to, detailed consideration of operations, maintenance, and overhead expenses; the preparation of financial feasibility and cash flow studies, rate schedules, and appraisals; assistance in obtaining financing for the Project; evaluating processes available for licensing, and assisting Owner in obtaining 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. process licensing; detailed quantity surveys of materials, equipment, and labor; and audits or inventories required in connection with construction performed by Owner. 8.Furnishing services of Consultants for other than Basic Services. 9.Services attributable to more prime construction contracts than specified in Paragraph A1.03.D. 10.Services during out-of-town travel required of Engineer other than for visits to the Site or Owner’s office. 11.Preparing for, coordinating with, participating in and responding to structured independent review processes, including, but not limited to, construction management, cost estimating, project peer review, value engineering, and constructibility review requested by Owner; and performing or furnishing services required to revise studies, reports, Drawings, Specifications, or other Bidding Documents as a result of such review processes. 12.Preparing additional Bidding Documents or Contract Documents for alternate bids or prices requested by Owner for the Work or a portion thereof. 13.Assistance in connection with Bid protests, rebidding, or renegotiating contracts for construction, materials, equipment, or services, except when such assistance is required by Exhibit F. 14.Providing construction surveys and staking to enable Contractor to perform its work other than as required under Paragraph A1.05.A.6, and any type of property surveys or related engineering services needed for the transfer of interests in real property; and providing other special field surveys. 15.Providing Construction Phase services beyond the original date for completion and readiness for final payment of Contractor. 16.Providing assistance in responding to the presence of any Constituent of Concern at the Site, in compliance with current Laws and Regulations. 17.Preparing Record Drawings showing appropriate record information based on Project annotated record documents received from Contractor, and furnishing such Record Drawings to Owner. 18.Preparation of operation and maintenance manuals. 19.Preparing to serve or serving as a consultant or witness for Owner in any litigation, arbitration, or other dispute resolution process related to the Project. 20.Providing more extensive services required to enable Engineer to issue notices or certifications requested by Owner. 21.Assistance in connection with the adjusting of Project equipment and systems. 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. 22.Assistance to Owner in training Owner’s staff to operate and maintain Project equipment and systems. 23.Assistance to Owner in developing procedures for (a) control of the operation and maintenance of Project equipment and systems, and (b) related record-keeping. 24.Overtime work requiring higher than regular rates. 25. Other services performed or furnished by Engineer not otherwise provided for in this Agreement. A2.02 Additional Services Not Requiring Owner’s Written Authorization A.Engineer shall advise Owner in advance that Engineer is will immediately commence to perform or furnish the Additional Services of the types listed below. For such Additional Services, Engineer need not request or obtain specific advance written authorization from Owner. Engineer shall cease performing or furnishing such Additional Services upon receipt of written notice from Owner. 1.Services in connection with work change directives and change orders to reflect changes requested by Owner. 2.Services in making revisions to Drawings and Specifications occasioned by the acceptance of substitute materials or equipment other than “or-equal” items; services after the award of the Construction Contract in evaluating and determining the acceptability of a proposed "or equal" or substitution which is found to be inappropriate for the Project; evaluation and determination of an excessive number of proposed "or equals" or substitutions, whether proposed before or after award of the Construction Contract. 3.Services resulting from significant delays, changes, or price increases occurring as a direct or indirect result of materials, equipment, or energy shortages. 4.Additional or extended services during construction made necessary by (1) emergencies or acts of God endangering the Work (advance notice not required), (2) the presence at the Site of any Constituent of Concern or items of historical or cultural significance, (3) Work damaged by fire or other cause during construction, (4) a significant amount of defective, neglected, or delayed work by Contractor, (5) acceleration of the progress schedule involving services beyond normal working hours, or (6) default by Contractor. 5.Services (other than Basic Services during the Post-Construction Phase) in connection with any partial utilization of any part of the Work by Owner prior to Substantial Completion. 6.Evaluating an unreasonable claim or an excessive number of claims submitted by Contractor or others in connection with the Work. 7.Services during the Construction Phase rendered after the original date for completion of the Work referred to in A1.05.B. Page 12 (Exhibit A – Engineer’s Services) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 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 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. This is EXHIBIT B, consisting of 3 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated November 1, 2021. 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 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. 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 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. 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. S.Perform or provide the following additional services: [Here list any such additional services]. 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. This is EXHIBIT B, consisting of 3 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated November 1, 2021. 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 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. 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 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. 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. S. Perform or provide the following additional services: [Here list any such additional services]. 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. SUGGESTED FORMAT (for use with E-500, 2008 Edition) This is EXHIBIT C, consisting of 2 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated November 1, 2021. Payments to Engineer for Services and Reimbursable Expenses COMPENSATION PACKET BC-1: Basic Services – Lump Sum Article 2 of the Agreement is supplemented to include the following agreement of the parties: ARTICLE 2 – OWNER’S RESPONSIBILITIES C2.01 Compensation for Basic Services (other than Resident Project Representative) – Lump Sum Method of Payment A. Owner shall pay Engineer for Basic Services set forth in Exhibit A, except for services of Engineer’s Resident Project Representative, if any, as follows: 1. A Lump Sum amount of $178,200 based on the following estimated distribution of compensation: a. Pre-Design / Programming / Schematic Design $178,200.00 b. Design Development $_________ c. Construction Documents $_________ d. Bidding and Negotiating Phase $_________ e. Construction Phase $________ 2. Engineer may alter the distribution of compensation between individual phases noted herein to be consistent with services actually rendered, but shall not exceed the total Lump Sum amount unless approved in writing by the Owner. 3. The Lump Sum includes compensation for Engineer’s services and services of Engineer’s Consultants, if any. Appropriate amounts have been incorporated in the Lump Sum to account for labor, overhead, profit, and Reimbursable Expenses. 4. The portion of the Lump Sum amount billed for Engineer’s services will be based upon Engineer’s estimate of the percentage of the total services actually completed during the billing period. B. Period of Service: The compensation amount stipulated in Compensation Packet BC-1 is conditioned on a period of service not exceeding 25 months. If such period of service is extended, the compensation amount for Engineer's services shall be appropriately adjusted. Page 2 Exhibit C –Compensation Packet BC-2: Basic Services (other than RPR) – Standard Hourly Rates Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. This is EXHIBIT C, consisting of pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated , . Payments to Engineer for Services and Reimbursable Expenses COMPENSATION PACKET BC-2: Basic Services – Standard Hourly Rates Article 2 of the Agreement is supplemented to include the following agreement of the parties: ARTICLE 2 – OWNER’S RESPONSIBILITIES C2.01 Compensation For Basic Services (other than Resident Project Representative) – Standard Hourly Rates Method of Payment A. Owner shall pay Engineer for Basic Services set forth in Exhibit A, except for services of Engineer’s Resident Project Representative, if any, as follows: 1. An amount equal to the cumulative hours charged to the Project by each class of Engineer’s personnel times Standard Hourly Rates for each applicable billing class for all services 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 $ based on the following estimated distribution of compensation: a. Study and Report Phase $_______________________ b. Preliminary Design Phase $_______________________ c. Final Design Phase $_______________________ d. Bidding or Negotiating Phase $_______________________ e. Construction Phase $_______________________ f. Post-Construction Phase $_______________________ 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. 5. The total estimated compensation for Engineer’s services included in the breakdown by phases as noted in Paragraph C2.01.A.3 incorporates all labor, overhead, profit, Reimbursable Expenses and Engineer’s Consultants' charges. Page 3 Exhibit C –Compensation Packet BC-2: Basic Services (other than RPR) – Standard Hourly Rates Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 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 01, 2021) to reflect equitable changes in the compensation payable to Engineer. C2.02 Compensation For Reimbursable Expenses A. Owner shall pay Engineer for all Reimbursable Expenses at the rates set forth in Appendix 1 to this Exhibit C. B. Reimbursable Expenses include the following categories: transportation and subsistence incidental thereto; providing and maintaining field office facilities including furnishings and utilities; toll telephone calls and mobile phone charges; reproduction of reports, Drawings, Specifications, Bidding Documents, and similar Project-related items in addition to those required under Exhibit A. In addition, if authorized in advance by Owner, Reimbursable Expenses will also include expenses incurred for the use of highly specialized equipment. C. The amounts payable to Engineer for Reimbursable Expenses will be the Project-related internal expenses actually incurred or allocated by Engineer, plus all invoiced external Reimbursable Expenses allocable to the Project, the latter multiplied by a factor of 1.15 . C2.03 Other Provisions Concerning Payment A. Whenever Engineer is entitled to compensation for the charges of Engineer’s Consultants, those charges shall be the amounts billed by Engineer’s Consultants to Engineer times a factor of 1.15 . B. Factors. The external Reimbursable Expenses and Engineer’s Consultants' factors include Engineer’s overhead and profit associated with Engineer’s responsibility for the administration of such services and costs. Page 4 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. 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. Page 1 Exhibit C – Compensation Packet AS-1: Additional Services – 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. COMPENSATION PACKET AS-1: Additional Services – Standard Hourly Rates Article 2 of the Agreement is supplmented to include the following agreement of the parties: C2.05 Compensation for Additional Services – Standard Hourly Rates Method of Payment A. Owner shall pay Engineer for Additional Services, if any, as follows: 1. General: For services of Engineer’s personnel engaged directly on the Project pursuant to Paragraph A2.01 or A2.02 of Exhibit A, except for services as a consultant or witness under Paragraph A2.01.A.20, (which if needed shall be separately negotiated based on the nature of the required consultation or testimony) an amount equal to the cumulative hours charged to the Project by each class of Engineer’s personnel times Standard Hourly Rates for each applicable billing class for all Additional Services performed on the Project, plus related Reimbursable Expenses and Engineer’s Consultant’s charges, if any. B. Compensation For Reimbursable Expenses: 1. For those Reimbursable Expenses that are not accounted for in the compensation for Basic Services under Paragraph C2.01 and are directly related to the provision of Additional Services, Owner shall pay Engineer at the rates set forth in Appendix 1 to this Exhibit C. 2. Reimbursable Expenses include the following categories: transportation and subsistence incidental thereto; providing and maintaining field office facilities including furnishings and utilities; toll telephone calls and mobile phone charges; reproduction of reports, Drawings, Specifications, Bidding Documents, and similar Project-related items in addition to those required under Exhibit A. In addition, if authorized in advance by Owner, Reimbursable Expenses will also include expenses incurred for the use of highly specialized equipment. 3. The amounts payable to Engineer for Reimbursable Expenses, if any, will be the Additional Services-related internal expenses actually incurred or allocated by Engineer, plus all invoiced external Reimbursable Expenses allocable to such Additional Services, the latter multiplied by a factor of 1.15 . 4. The Reimbursable Expenses Schedule will be adjusted annually (as of January 01, 2021) to reflect equitable changes in the compensation payable to Engineer. C. Other Provisions Concerning Payment For Additional Services: 1. Whenever Engineer is entitled to compensation for the charges of Engineer’s Consultants, those charges shall be the amounts billed by Engineer’s Consultants to Engineer times a factor of 1.15. Page 2 Exhibit C – Compensation Packet AS-1: Additional Services – 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. 2. Factors: The external Reimbursable Expenses and Engineer’s Consultant’s Factors include Engineer’s overhead and profit associated with Engineer’s responsibility for the administration of such services and costs. 3. To the extent necessary to verify Engineer’s charges and upon Owner’s timely request, Engineer shall make copies of such records available to Owner at cost. Page 1 Exhibit C – Appendix 1: Reimbursable Expenses Schedule EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. This is Appendix 1 to EXHIBIT C, consisting of pages, 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: Fax $ /page 8"x11" Copies/Impressions /page Blue Print Copies /sq. ft. Reproducible Copies (Mylar) /sq. ft. Reproducible Copies (Paper) /sq. ft. Mileage (auto) /mile Field Truck Daily Charge /day Mileage (Field Truck) /mile Field Survey Equipment /day Confined Space Equipment /day plus expenses Resident Project Representative Equipment /month Specialized Software /hour CAD Charge /hour CAE Terminal Charge /hour Video Equipment Charge /day, $ /week, or $ /month Electrical Meters Charge /week, or $ /month Flow Meter Charge /week, or $ /month Rain Gauge /week, or $ /month Sampler Charge /week, or $ /month Dissolved Oxygen Tester Charge /week Fluorometer /week Laboratory Pilot Testing Charge /week, or $ /month Soil Gas Kit /day Submersible Pump /day Water Level Meter /day, or $ /month Soil Sampling /sample Groundwater Sampling /sample Health and Safety Level D /day Health and Safety Level C /day Electronic Media Charge /hour Long Distance Phone Calls at cost Mobile Phone /day Meals and Lodging at cost [Note to User: Customize this Schedule to reflect anticipated reimbursable expenses on this specific Project] Page 1 Exhibit C – Appendix 2: Standard Hourly Rates 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 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated November 1, 2021. Standard Hourly Rates Schedule A. Standard Hourly Rates: 1. Standard Hourly Rates are set forth in this Appendix 2 to this Exhibit C and include salaries and wages paid to personnel in each billing class plus the cost of customary and statutory benefits, general and administrative overhead, non-project operating costs, and operating margin or profit. 2. The Standard Hourly Rates apply only as specified in Article C2. B. Schedule: Hourly rates for services performed on or after the date of the Agreement are: Principal/Partner $250.00/Hr. Design Principal $225.00/Hr. Project Manager / Associate $175.00/Hr. Project Coordinator / Project Engineer $160.00/Hr. Design Professional / Specialty Designer $150.00/Hr. Project Architect $125.00/Hr. Graduate Architect Level II $100.00/Hr. Graduate Architect Level I $85.00/Hr. Administrative / Clerical $80.00/Hr. Intern $70.00/Hr. Page 1 (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 G, consisting of 2 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated November 1, 2021. 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: Statutory b. Employer’s Liability -- 1) Each Accident: $100,000_______ 2) Disease, Policy Limit: $500,000_________ 3) Disease, Each Employee: $100,000_________ c. General Liability -- 1) Each Occurrence (Bodily Injury and Property Damage): $1,000,000________ 2) General Aggregate: $2,000,000_______ d. Excess or Umbrella Liability -- 1) Each Occurrence: $1,000,000_______ 2) General Aggregate: $1,000,000________ e. Automobile Liability --Combined Single Limit (Bodily Injury and Property Damage): Each Accident $1,000,000________ f. Professional Liability – 1) Each Claim Made $2,000,000______ 2) Annual Aggregate $3,000,000______ g. Other (specify): $________________ 2. By Owner: 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. a. The City of South Bend is a municipal corporation organized under the laws of the State of Indiana, and is self-insured under provisions of Indiana statutes and local ordinance. Specifically, the City of South Bend maintains blanket insurance coverage over real and personal property, and is covered by a non-reverting insurance premium and liability reserve fund created by the City of South Bend, Ordinance #6657-79, pursuant to Indiana Code 34-13-3-4, as amended from time to time. Under said statute, the City’s liability is limited to: 1) Seven hundred thousand dollars ($700,000) for a cause of action that accrues on or after January 1, 2008; and 2) Five million dollars ($5,000,000) for injury to or death of all persons in that occurrence,; and 3) A governmental entity or an employee of a governmental entity acting within the scope of employment is not liable for punitive damages. B. Additional Insureds: 1. The following persons or entities are to be listed on Owner’s general liability policies of insurance as additional insureds, and on any applicable property insurance policy as loss payees, as provided in Paragraph 6.04.B: a. Engineer b. Engineer’s Consultant c. Engineer’s Consultant 2. During the term of this Agreement the Engineer shall notify Owner of any other Consultant to be listed as an additional insured on Owner’s general liability and property policies of insurance. 3. The Owner shall be listed on Engineer’s general liability policy as provided in Paragraph 6.04.A. Page 1 (Exhibit I - Limitations on Liability) 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 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated November 1, 2021. Limitations of Liability Paragraph 6.10 of the Agreement is supplemented to include the following agreement of the parties: A. Limitation of Engineer’s Liability 1. Engineer’s Liability Limited to Amount of 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). If no such insurance coverage is provided with respect to Owner’s Claims, then 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 such uninsured Owner’s Claims shall not exceed $_____________ 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. 1828 N. Illinois Street | Indianapolis, IN 46202 | p. 317.926.1820 | 317.926.1815 SOUTH BEND MLK, JR. COMMUNITY DREAM CENTER DESIGN SERVICES PROPOSAL c/o ERIC HORVATH DIRECTOR of PUBLIC WORKS CITY OF SOUTH BEND 227 W. JEFFERSON BLVD., STE.1316 SOUTH BEND, IN 46601 OCTOBER 28, 2021 1828 N. Illinois Street | Indianapolis, IN 46202 | p. 317.926.1820 | 317.926.1815 October 28, 2021 Eric Horvath Director of Public Works City of South Bend 227 W. Jefferson Blvd., Ste. 1316 South Bend, IN 46601 RE: Proposal M21‐0200 – Preliminary and Full Design Services for MLK, Jr. Community Dream Center_REVISED Dear Eric, Per your request, please find attached our revised proposal clarifying our initial design services pertaining to the current MLK, Jr. Community Dream Center property and new facility visioning, considered as Phase 1. We have additionally included the full services scope and fees which is intended as Phase 2 for comprehensive design services. Proposed first phase of design services will provide the detailed technical assessment and feasibility analysis, site design, as well as community engagement to inform our conceptual and schematic design final deliverables. Our final deliverable will provide a comprehensive summary and recommendation report based on our understanding of both the mayor’s and community’s vision for the reimagined community center. This approach expedites the design process, progressing from site assessment to a completed schematic design report. Upon completion of phase 1, with your notice to proceed, we will move forward into phase 2 for detailed construction documents, which includes Design Development, Construction Documents, Bidding/Negotiations and Constructions Administration will be provided. While we have carefully considered the estimated time commitment and professional resources needed to deliver our services, please feel free to reach out with any questions regarding this proposal. Once again, thank you for the opportunity to partner with you on the mission and your vision for a richly deserving South Bend community. We look forward to working with you and your team. Sincerely, Ramon D. Morrison Founding Partner MDA Proposal: «ProjectNumber» PROPOSAL M21-0200 – MLK, JR. COMMUNITY CENTER PRELIMINARY D i S i MDA PROPOSAL SERVICES DESCRIPTION AND PROPOSAL It is the intent of this letter to describe the Professional services to be rendered by our firm. This agreement outlines the general terms agreeable by both parties and will be included as an attachment to any relevant AIA/EJCDC/PSA contracts executed for this engagement following acceptance of the terms described herewith. The parties to this Agreement are the City of South Bend hereinafter called the “Owner”, and METICULOUS Design + Architecture, LLC. hereinafter called “The Architect”, for the services stipulated below. UNDERSTANDING YOUR NEEDS: It is our understanding that you would like METICULOUS to conduct preliminary services including predesign/programming and site feasibility study, conceptual and schematic design (phase 1). We will upon notice to proceed engage in the execution of the detailed design documentation (phase 2). We understand the need to conduct a series of community engagement listening sessions (virtual and in‐person). The public meetings are to inform the overall design and must resonate with current and future generations served by the Martin Luther King Jr. Community Center. We understand the city and key stakeholders have expressed interest in investing in a re‐imagined community center which will be welcoming to all, and serve to inspire and motivate young and old, to realize, amplify and achieve everyone’s full potential, much like the Center’s namesake. You have identified the intended site for the study as the property located at 1522 W. Linden Avenue bordered by Linden Avenue north, Orange Street south, College Street west, and Birdsell Street east. OUR SCOPE OF ENGAGEMENT: A. The proposed design services are for execution of Phase 1: Preliminary Design, Programming, Technical Feasibility Study, Community Engagement, Concept / Schematic Design, and Phase 2: Design Development, Construction Documents, Bid Negotiation, and Construction Administration. Included within the scope of services proposed by the Architect are the following disciplines: 1) Architectural and Interior Design 2) Mechanical, Electrical, Plumbing, ELV, and Fire Alarm & Fire Fighting 3) Site/Civil Engineering and Landscape design 4) Community Engagement / Supplier Diversity 5) Code Consultant – Life Safety design 6) Cost Consultant 7) Kitchen Consultant 8) Geotechnical Soil Investigation B. The METICULOUS design team will assist the Owner with all preliminary and final design approvals required by State and local municipalities. C. To complete the design and documentation services included in this proposal for the above outlined project the following design team will be under management of METICULOUS:  DLZ o Structural, o Mechanical, Electrical, Plumbing, Low Voltage Engineering o Landscape Design o Geotechnical Soil Investigation  VS Engineering (MBE) ‐ Site/Civil Engineering and Survey  JT Consult – Code Consultant  Blundall Associates – Cost Consultant  Reitano Design Group – Kitchen Consultant MDA Proposal: «ProjectNumber» PROPOSAL M21-0200 – MLK, JR. COMMUNITY CENTER PRELIMINARY D i S i MDA PROPOSAL PROJECT PHASES: PHASE 1: PRE‐DESIGN / PROGRAMMING / COMMUNITY ENGAGEMENT: TECHNICAL FEASIBILITY ANALYSIS, PROGRAMMING, AND RECOMMENDATION – (Approximately 45 ‐ 60 Days) We will conduct an existing facility program assessment, conduct comprehensive predesign services, including a technical assessment and feasibility analysis of the identified MLK Center owned property and parcels. We will provide an executive summary and recommendation report. Following our initial assessment, we will conduct a comprehensive study and analysis which will be guided by: SITE ANALYSIS FOR DESIGN AND CONSTRUCTION Site Analysis is very important before we initiate any design. Our Site Analysis includes a detailed study of a site and its surroundings will help inform our design solution. Detailed study of the site and surrounding areas of the site helps in designing the project efficiently. ENVIRONMENTALLY FRIENDLY OR GREEN BUILDING CONSTRUCTION When analyzing the site, we will consider the impact of the project on the surrounding properties/land and if the proposed structure would have any negative impact on the environment. SITE ANALYSIS STEPS: We will assess existing site contours, the connectivity to the main road and other sub roads. We will identify surrounding major landmarks such as: 1. Shopping centers 2. Railway Station 3. Airport 4. Bus stand 5. Any constraints or limitations 6. Overall dimensions of the site Site Surveying: Topographic, and Geotechnical On behalf of the Owner, the Architect shall hire a surveyor and get the survey of the confirmed property. It will help determine the geological and hydrological structure of the site for civil and structural engineering. ACCESSIBILITY TO THE SITE We will identify potential main entrances and the main road(s) abutting the site. Easy accessibility to the site is very important for any kind of project. MAJOR LANDMARKS After identifying the major landmarks, we will analyze the integrity of their existence in proximity to the site. It is essential to know as to what kind of impact would these structures have on our site. ORIENTATION OF THE SITE We will identify the orientation of site. We will use the information from our analysis during the design stage to help in orienting the structure correctly in the process of designing. LOCATION FEASIBILITY The site location and detailed site analysis will provide an idea of the feasibility of the project. We will assess the type of building or construction being proposed, to determine its potential for success based on the contextual conditions and location of the site. SUSTAINABILITY FACTORS Apart from environmental Sustainability, we will also assess Sustainability in terms of construction. MDA Proposal: «ProjectNumber» PROPOSAL M21-0200 – MLK, JR. COMMUNITY CENTER PRELIMINARY D i S i MDA PROPOSAL We will assess suitability of the project for contributing to the following key criteria: 1. Energy Efficiency 2. Water Efficiency 3. Material Efficiency and Quality 4. Reduction of solar heat gain 5. Indoor Environmental Quality SITE SERVICES We will assess the availability of existing services on site. The major site services include: 1. Water Supply 2. Electricity Lines 3. Drainage Lines COMMUNITY ENGAGEMENT Before any design begins, a significant effort will be made to engender community trust and transparency. Our goal is to ensure the engagement process is inclusive, equitable, and the heart of MLK Center community is intently heard and documented. A series of public meetings will be conducted, including listening sessions soliciting comments from all stakeholders. This approach will assure our design process yields the highest and best use, and that community needs are addressed. The design team will utilize the provided aspirational feedback and incorporate in the development of the design solutions. The process will be iterative in nature to receive feedback from the community, develop initial ideas to share with the community based on their feedback, obtain additional feedback and response to the initial ideas, and further develop the conceptual ideas again based on the feedback. The process typically includes three (3) meetings to ensure the voices of the community have been heard and they have seen the development of their feedback in graphic form. In the current climate, public engagement will need to be flexible and adaptable, and incorporate innovative, creative solutions. By working collaboratively with local community leaders and project stakeholders, METICULOUS will coordinate with the Client team to identify and enlist several “Community Captains” as an advisory team to help bridge connections to the MLK Center neighborhood. METICULOUS Design + Architecture ("MDA Team'') will establish and confirm appropriate meeting objectives (including communication with stakeholders, strategy development and documentation of agreed meeting objectives). The MDA Team will work with the Client to develop overall community engagement timeline and strategies. The Community Engagement scope requires at least three (3) Advisory Committee meetings and at least three (3) Public Meetings. The MDA Team and the Client will develop meeting objectives into a productive plan for accomplishing them. The MDA Team and The Client will add additional engagement strategies as needed throughout the process to meet community engagement and process planning needs. The MDA Team will communicate effectively prior to meetings to encourage participant readiness (invitations, tracking RSVPs, advance distribution of meeting materials to include agenda, etc.). The MDA Team will include/copy the Client on these communications. The MDA Team will ensure identified presenters are prepared to accomplish the objectives by having presenter(s) prep session. The MDA Team will encourage people to engage for productive participation during the meetings to achieve meeting objectives (facilitating the meeting). The MDA Team will communicate meeting results, incorporate meeting outcomes and next steps to maintain project momentum (documentation/minutes/next steps). MDA Proposal: «ProjectNumber» PROPOSAL M21-0200 – MLK, JR. COMMUNITY CENTER PRELIMINARY D i S i MDA PROPOSAL The MDA Team will obtain and incorporate meeting feedback to continuously improve the meeting process (debrief with stakeholders). The MDA Team will work with the Client on the creation of surveys (by Client) and demographics and other data collection as needed by the Client throughout the planning process. The MDA Team will provide community engagement summaries electronically and in hard copy (if requested). ARCHITECTURAL PROGRAM The Architectural program would be presented in 8 1/2" x 11" format and would include a written summary of the spaces we have identified with the owner and community to meet the functional requirements of the facility. 1. We will meet with the owner to identify operational and programming requirements for the facility to understand how the building will function. 2. Collect and review regulatory information as it relates to how building is positioned on the site, review zoning requirements and any requirements for community input or approval. 3. Collect and review any available information related the facility from financial feasibility studies, site suitability studies, and/or master planning studies. 4. We will meet with the owner and community to determine the space needs specific to the facility including the following:  Identify required / aspirational spaces  Establish the size and relationships of these spaces  Develop appropriate factors for estimating efficiency  Develop preliminary project budget and schedule requirements The final program will be the guide we utilize to design the Concepts for the new facility. CONCEPTUAL DESIGN / TEST‐FIT – (30 Days) Following the above site assessment and studies, we will prepare a maximum of three (3) concept design options for the site plan. The conceptual designs will be presented in a final conceptual design package in 8 1/2" x 11" or 11” x 17” digital format, from which a final design presentation can be prepared. The concepts will be design and budget range specific, and contextual to the defined project parameters. Upon selection of conceptual direction, we will refine the selection, illustrating it in 3D and present it as part of a detailed Conceptual Design report for public presentation. Concept Design phase will include the following: 1. Consult with the Owner to determine the program specifics, goals, schedule and related budget, and commence documentation of existing site parameters. 2. Generate Site Plan indicating property lines, streets, existing structures on/adjacent to property, major features or known utilities. 3. Prepare preliminary building and zoning code requirements to evaluate their impact on the project. 4. Prepare sketches and diagrams to study strategic alternatives for the project. 5. Develop Concept Designs Options for Owner review and alternatives following comment. The ARCHITECT shall present the Owner with a maximum of three (3) Concept Design options from which final Design presentation can be prepared. 6. Preliminary Design Drawings are to include site plan, floor plans, exterior elevations, and general building sections for Owner review. 7. Concept meeting with the Owner: Owner will provide feedback, make choices, and approve direction. 8. THE ARCHITECT will provide final revisions within the original Scope of Services to the Concept Design Drawings reflecting the Owner’s review for final approval. MDA Proposal: «ProjectNumber» PROPOSAL M21-0200 – MLK, JR. COMMUNITY CENTER PRELIMINARY D i S i MDA PROPOSAL SCHEMATIC DESIGN – (60 Days) The design will be presented at a larger scale (24" x 36" or 30” x 42”) illustrating the approved design. Schematic Design phase will include the following: 1. Refinement and finalization of the selected Conceptual Design from which final Schematic Design drawings can be prepared. 2. Schematic Design Drawings are to include refined site plan, foundation plan, floor plans, preliminary building sections, exterior elevations, Mechanical systems narrative, Structural systems narrative, outline specifications index, and selective specification cut sheets for approval. 3. Design meetings with the Owner: Owner will provide feedback, make choices, and approve direction. The ARCHITECT will provide final revisions within the original Scope of Services to the Schematic Design Drawings reflecting the Owner’s review for final approval. PRE‐DESIGN/PROGRAMMING PHASE DELIVERABLES RECAP: 1. Consultation with the Owner and Community to determine and confirm the new facility program specific requirements, goals, project schedule, and planned budget. 2. Assessment of the existing facility programmed spaces. Owner to provide any images or relevant existing documents available. 3. Generate Site Plan 4. Prepare preliminary building and zoning code requirements to evaluate their impact on the project. 5. Help identify and introduce potential funding and incentive sources that align with the project. 6. Prepare sketches and diagrams to study strategic alternatives for the project. 7. Develop general contextual massing layout for Owner review. 8. Following Owner design concept selection, design refinements will be made for public presentation. 9. A Schematic Design report will be presented to the Owner which may also be used for public presentation. PHASE 2: ARCHITECTURAL SERVICES TO PREPARE CONSTRUCTION DOCUMENTS Following completion of Phase 1: Pre‐Design services, after receipt of Notice‐To‐Proceed from the owner, The Architect will engage with you to complete the design and construction documentation of the new Dream Center Campus. After confirmation of project program, scope, scale, and budget in Phase 1: Pre‐Design, we will determine at that time if increase adjustments to the project fees need to be made to the contract. We will discuss all required contractual obligations prior to commencement of Phase 2 services. Based on the Phase 1: Pre‐Design prepared by the Architect, it is necessary for the Architect to refine and further develop the design during the following phases of the work. For completion of the agreed upon services, the Architect shall manage their services, consult with the Owner, research applicable design criteria, attend meetings and communicate with the team prepared to complete the project design and report progress to the Owner. For proper completion of the scope of work, the Architect shall rely on the accuracy and completeness of the items furnished by the Owner and/or Owner's consultants. The deliverables for the phases necessary to complete construction documents will include the following: DESIGN DEVELOPMENT PHASE We will prepare design development documents for the new facility. The design development drawings will be presented at a larger scale (24" x 36" or 30” x 42”) illustrating further development and detail of the approved schematic design. Drawings and specifications source files (PDF, DWG, Revit, and MS Word) to be provided to the client for record. 11”x17” size prints of drawings can be provided to the client if required. Design Development phase will include the following: MDA Proposal: «ProjectNumber» PROPOSAL M21-0200 – MLK, JR. COMMUNITY CENTER PRELIMINARY D i S i MDA PROPOSAL 1. Based on the Schematic Design Documents approved by the Owner and any adjustments authorized by the Owner in the program, schedule or construction budget, the Architect will prepare for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural, structural, mechanical, and electrical systems, materials and such other elements as may be appropriate. 2. The Design Development Drawings are to include: Plan details, Section details, Preliminary Finish Schedule, Preliminary Door and Window Schedules, and Outline Specification (where applicable). 3. Architecturally, we will conduct a preliminary code review on the building in accordance with the current edition of the International Building Code and governing jurisdictional codes relative to the Design Development Phase of the project. 4. The Architect shall prepare Design Development Pricing Documents from which an estimate of the cost of construction shall be prepared. In the absence of an owner contractor, the Architect may prepare an Architects Design Estimate based on industry data for construction costs by square footage. This estimate may vary as the project progresses due to changes in the Scope or Quality of Construction and/or changes in the Time of Construction. The Architect shall endeavor to advise the Owner of such variations but shall not be required to quantify the changes on behalf of the Owner’s contractor(s). Unless certified by the Owner’s Contractor(s) any estimate prepared by the Architect is considered neither a fixed limit of construction cost nor a guarantee of such costs. 5. The Architect shall present the Owner with their evaluation of the project and discuss alternative approaches to design and construction including the feasibility of incorporating environmentally responsible design into the project. The Architect shall reach an understanding on the scope and requirements of the project to proceed forward with. 6. The Architect shall advise the Owner of any adjustments to the preliminary estimates of Construction Cost based on the Cost Consultant updated report. 7. The Architect will conduct a page turn review with the Client to obtain comments and notice to proceed for the Construction Documents Phase. CONSTRUCTION DOCUMENTS PHASE We will prepare construction documents for the facility in accordance with Federal, State and Local design guidelines. The construction documents will be presented at a larger scale (24" x 36" or 30” x 42”) illustrating in detail the scope, specifications, and design intent for the construction of the approved design. Final drawings and specifications source files (PDF, DWG, Revit, and MS Word) to be provided to the client for record. 11”x17” size prints of drawings can be provided to the client if required. Construction Documents phase will include the following: 1. Based on the approved Design Development Documents any further adjustments in the scope or quality of the Project or changes in the construction budget authorized by the Owner, the Architect shall prepare for approval by the Owner the necessary Contract Documents consisting of Drawings and Specifications setting forth in detail the requirements for the construction of the Project. 2. The Architect shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indicated by changes in requirement or general market conditions with the assistance of the Owner’s contractor(s) where applicable. 3. In the event that outside and/or specialty consultants (Environmental Engineers, furniture designers, zoning, etc.) for unseen conditions, or for specific design conditions beyond the agreed upon scope of work not specifically outlined in this proposal are found to be required, the Architect shall present to the Owner for the Owners approval, proposals for completion of such work as additional services, or to be provided by outside consultants if not applicable to the Architect. If approved by the Owner, the Architect shall coordinate the work of the consultants and include any required drawings and specifications within the Architect’s Contract Documents. 4. The Architect shall submit on behalf of the Owner in connection with the Owner’s responsibility to assist for filing documents required for the approval of governmental authorities having jurisdiction over the Project. 5. The Architect, with the Owner’s assistance shall provide responses to the plans examiner, review/revise drawings, provide clarifications, and develop wall sections and construction details as requested by the plans examiner within the reasonable scope of the permitting process. MDA Proposal: «ProjectNumber» PROPOSAL M21-0200 – MLK, JR. COMMUNITY CENTER PRELIMINARY D i S i MDA PROPOSAL 6. The Architect shall keep the Owner informed of the status of the jurisdictional review process and anticipated review schedule. Owner should be aware that a jurisdictional review process is not uniform, nor predicable. State and local jurisdictions are unique and plans examiners are independent professionals that cannot be influenced by The Architect or Owner’s personnel. The Architect is not to be held responsible for any delays, to project schedule, or damages resulting from lengthy review periods by jurisdictional plans examiners, or multiple requests for information by the same. BIDDING & NEGOTIATION PHASE 1. Following the submission and Owner review of the completed Construction Documents, The Architect shall issue for the Owner the necessary bidding information to the client confirmed bid documents collection location. 2. The Architect shall maintain a list of bidders and facilitate a Pre‐Bid meeting at a time and location chosen by the Owner. The Architect will coordinate with the Owner for its bid process requirements. 3. The Architect will maintain and disseminate the approved bidding, and construction start/finish schedule to all qualified bidders and respond in writing to questions by qualified bidders in a timely fashion. 4. The Architect will respond to RFI’s related to project drawings and specifications. CONSTRUCTION ADMINISTRATION PHASE Periodic site observations will be provided to review the progress of the Work and its compliance with the Contract Documents. Our services during the construction of the project will include: 1. The Architect will attend the Pre‐Construction Meeting to be facilitated by The Architect and Owner assigned representative, or The Architect personnel upon Owner’s request. The Architect shall be responsible for taking meeting minutes. 2. The Architect shall visit the site at intervals appropriate to the stage of the Contractor’s operations on average of two (2) site visits per month and as needed, one (1) of which may correspond to monthly progress meetings to keep the Owner informed about the progress and quality of the portion of the Work completed. The Architect shall report to the Owner any known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor. 3. The Architect shall review and certify the amounts due to the Contractor and shall issue payment applications in sum amounts. 4. The Architect shall assist the Owner in collecting lien waivers prior to each payout. 5. The Architect shall review and approve Contractor submittals such as Shop Drawings, Product Data and Samples (where applicable). We require the traditional ten (10) business days for review of shop drawing submittals to accommodate accurate, and complete response. 6. The Architect shall issue Supplemental Instructions and Clarifications for minor Changes in the Work, and shall prepare for the Owner’s approval and execution, Change Orders and Construction Change Directives for major changes to the work impacting contract time or amount. 7. The Architect shall conduct inspections to determine the date or dates of Substantial completion and the date of final completion, shall receive from the Contractor and forward to the Owner, for the Owner’s review and records, written warranties and related documents and shall issue a final Certificate for Payment based upon a final inspection indicating the Work complies with the requirements of the Contract Documents. 8. Architect shall inform the Owner of work that does not conform to the construction documents. 9. Architect shall not have control over or responsibility for construction means, methods, techniques or sequences or for safety precautions and programs in association with the work, nor shall the architect be responsible for Contractor's failure to perform the work in accordance with the contract documents. 10. As‐Built drawings to be provided upon completion of the project. MDA Proposal: «ProjectNumber» PROPOSAL M21-0200 – MLK, JR. COMMUNITY CENTER PRELIMINARY D i S i MDA PROPOSAL PHASE 1: PRE‐DESIGN/PROGRAMMING COMPENSATION ( We are anticipating current regional construction costs and a total development cost preliminary project budget estimated at $11M (Eleven Million Dollars). This is preliminarily consistent with the anticipated scale and complexity of a similar new mixed‐use sports and recreation development projects. We propose to complete the work outlined for a Lump Sum fee of $178,200.00. Full design services fees shall be submitted separately following this initial engagement phase. All fee amounts are progressively billed against each phase of the project. Proposed fees described in herewith shall be valid for not more than 90 days from the date of this document unless an agreement is reached. Fees are based on the scope and detail of the work to be prepared by the Architect as outlined in this proposal will be progressively billed. Once agreed upon the fees may be modified in writing upon changes in scope and become a part of this proposal. Compensation for Additional Services will be performed as indicated in “Schedule B". Reimbursable expenses shall be actual out–of–pocket expenses incurred by The Architect in the interest of the project. For Reimbursable Expenses, a multiple of one point one five (1.15) times the expense shall be applied. Further detail of reimbursable expenses are outlined the “Schedule B” of this proposal. REIMBURSABLE EXPENSES SHALL BE PRE‐AUTJHORIZED BY THE OWNER PRIOR TO INCURRING. PHASE 2: DETAILED DESIGN COMPENSATION ADDITIONAL SERVICES AND FEES: The phase fees outlined in the table above are based on the scope and detail of the work to be prepared by the Architect as outlined in this proposal. Please reference “Schedule B” of this proposal for a description and detail of any additional fees that may be associated with the execution of the project. ASSUMPTIONS: Execution and signing of this proposal shall authorize the design process to begin. If the owner agrees to proceed into the full design services, we will prepare an AIA Document B101, STANDARD FORM OF AGREEMENT BETWEEN OWNER AND ARCHITECT—2007 or most current edition for the subsequent design phase. Project Phase % of Fee Proposed Fee Pre‐Design / Programming / Schematic Design 20% See Phase 1 Design Development 20% $ 178,200.00 Construction Documents 35% $ 311,850.00 Bid Negotiations 5% $ 44,550.00 Construction Admin 20% $ 178,200.00 Totals 100% $ 891,000.00 MDA Proposal: «ProjectNumber» PROPOSAL M21-0200 – MLK, JR. COMMUNITY CENTER PRELIMINARY D i S i MDA PROPOSAL SUMMARY If this Agreement meets with your approval, please sign a copy, and return it to our office. Acceptance of proposal contractually authorizes METICULOUS Design + Architecture, LLC. to proceed with Pre‐design services outlined herein. Parties to this engagement agree to monthly progress payments as the work progresses per the percentage complete at the time of invoice. Services under this agreement shall be provided in conformity with the standards for reasonable care and skill of the architectural profession (See attached General Conditions). Invoices are tendered with a grace period of 10 days; unpaid balances longer than 30 days are subject to penalty and interest per month. We look forward to working on this exciting project with you. Please contact us if you have any questions regarding the extent of our services or our compensation methods. ACCEPTANCE OF TERMS AND AUTHORIZATION TO PROCEED CITY OF SOUTH BEND, INDIANA AUTHORIZED SIGNATURE: DATE: PRINTED NAME AND TITLE: ACCEPTED: METICULOUS DESIGN + ARCHITECTURE, LLC DATE: MDA Proposal: «ProjectNumber» PROPOSAL M21-0200 – MLK, JR. COMMUNITY CENTER PRELIMINARY D i S i MDA PROPOSAL SCHEDULE A: GENERAL CONDITIONS M21‐0200 – Preliminary Design Services for MLK, Jr. Community Center These general conditions apply to the proposal agreement dated October 28, 2021 between City of South Bend. hereinafter referred to as “Owner” and METICULOUS Design + Architecture, LLC Hereinafter referred to as “Architect.” 1. In an effort to have the project run as smoothly as possible, the ARCHITECT requests one singular point of contact be designated and assigned as agreed upon by the Owner to coordinate the entire design and construction process, or simple designation listed in the contract as to whom will be that point of contact per the specific phase. the ARCHITECT’s point of contact will be Brian A. Robinson, Principal‐in‐Charge for contractual matters and the Project Manager will be Brian A. Robinson for project coordination. 2. Invoices for services and reimbursable provided by the ARCHITECT will be rendered monthly covering the time spent during the previous month. Invoices are due upon receipt. A late fee of 5% per month will be charged on amounts unpaid within (30) days from the date of the invoice. If the invoice is not paid within 90 days, the ARCHITECT may, without liability whatsoever to the Client and after giving 7 days written notice, suspend services under this agreement until all past due accounts have been paid. 3. Upon execution of the proposal a design schedule will be provided to the owner for review and acceptance. Owner accepts one (1) week Mobilization period as part of design schedule. Additionally, the ARCHITECT reserves the right to submit to the owner corresponding AIA contracts for review and signature. Upon acceptance of any subsequent AIA contracts this proposal, and the accepted design schedule will be included as exhibits to the contract. This proposal serves as the general agreement, and outline of services to be incorporated in subsequent AIA contracts and shall not be void unless agreed upon in writing by all parties in any subsequent contracts presented to the Owner. 4. This Agreement may be terminated by either party, at any phase, upon at least seven (7) days written notice should the other party default under the terms of this Agreement or otherwise fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. In the event of termination, the ARCHITECT shall be compensated for all services performed to termination date, together with reimbursable expenses incurred to date. 5. If the project is abandoned, in part or in whole, payment for the services performed shall be made upon presentation of a final accounting of services rendered and expenses incurred since the last paid invoice to the date of such action. 6. Any claims or disputes made during design, construction or post‐construction between the Owner and the ARCHITECT shall be submitted to non‐binding mediation. The Owner and the ARCHITECT agree to include a similar mediation agreement with all consultants, contractors, subcontractors, sub‐consultants, suppliers, and fabricators involved in this project, thereby providing for mediation as the primary method for dispute resolution between all parties. 7. The ARCHITECT and the ARCHITECT’s consultants shall be deemed the authors and owners of their respective Instruments of Service, including all documents, reports, presentation graphics, Drawings, and Specifications, and shall retain all common law, statutory and other reserved rights, including copyrights. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the reserved rights of the ARCHITECT and the ARCHITECT’s consultants. 8. Upon execution of this Agreement, the ARCHITECT grants to the Owner a nonexclusive license to use the ARCHITECT’s Instruments of Service solely and exclusively for purposes of constructing, using, maintaining, altering and adding to the Project, provided that the Owner substantially performs its obligations, including prompt payment of all sums when due, under this Agreement. If the ARCHITECT rightfully terminates this Agreement for cause as provided in Section 4 of the General Conditions, the license granted in this Section 8 shall terminate. 9. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the ARCHITECT. Any unauthorized use of the Instruments of Service shall be at the Owner’s sole risk and without liability to the ARCHITECT and the ARCHITECT’s consultants. 10. Please note: Site survey, Geotechnical soil tests, and any Environmental (site contamination) Research are not a part of this contract. It is understood that the Owner will obtain all information regarding these issues and inform the design team accordingly. 11. An allowance for Site/Civil engineering and/or landscape design/consultant fees are not included as part of this proposal. If discovered as necessary, such services may be provided by consultants under contract to the ARCHITECT and billed in addition to the above fees upon review and approval of consultant’s contracts by Owner. Additional consultant contracts will not be entered by the ARCHITECT without prior written consent by the Owner. MDA Proposal: «ProjectNumber» PROPOSAL M21-0200 – MLK, JR. COMMUNITY CENTER PRELIMINARY D i S i MDA PROPOSAL SCHEDULE B: ADDITIONAL EXPENSES AND SERVICES M21‐0200 – Preliminary Design Services for MLK, Jr. Community Center REIMBURSABLE EXPENSES: Reimbursable expenses shall be actual out–of–pocket expenses incurred by the Architect in the interest of the project that include, but are not limited to, expenses for plotting, blueprinting, laser prints, photocopies, faxes, postage, EXCLUDING MILEAGE. Reimbursable Expenses shall be billed to the Owner at a cost of the actual expense, plus a multiple of one point one five (1.15) times the expense. REIMBURSABLE EXPENSES SHALL BE PRE‐APPROVED BY OWNER PRIOR TO THE INCURRED EXPENSE. SURVEYS, AND FILING FEES: The Owner shall be responsible for fees associated with project surveys, soil/hydro geological engineering tests, reports, etc., at the time of service. Construction Design release and all other necessary permits and submittal fees required by governing entities shall be the responsibility of the Owner as a direct expense during the time of filing. SUPPLEMENTAL OR ADDITIONAL SERVICES: Services which are not included in this proposal shall be provided if authorized or confirmed in writing by the Owner. Additional services will be billed at our standard hourly rates as indicated in “Schedule C” of this proposal, and may include the following:  Prepare measured scale drawings of existing conditions.  Making revisions in Drawings, Specifications, or other documents when such revisions are: i. inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by adjustments in the Owner’s program or Project budget. ii. required by the enactment or revision of codes, laws, or regulations after the preparation of such documents. iii. due to changes required because of the Owner’s failure to render decisions in a timely manner.  Providing services made necessary by the default of the Contractor, by major deficiencies in the work of the Contractor or by failure of performance of either the Owner or Contractor under the Contract for Construction.  Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where The Architect is party thereto.  Consultant fees for services not included in outlined scope of work.  Changes to design that are requested by the Owner after completion of Design Development phase.  Preparations, submissions, and appearances for zoning, planning or any other board or agency.  Services in connection with your request for code variances or concessions negotiated with regulatory agencies.  Extensive on‐site representation beyond basic services allowance of two (2) site visits per month.  Concept Design options beyond the basic services allowance of three (3) schemes.  Any additional services required for site constraints causing inadequate construction staging and access.  Any sustainability certifications such as LEED (Leadership in Energy and Environmental Design) or WELL designations.  Professional Renderings, animations, and professional physical models.  Additional services for design in special regulated areas such as wetlands, flood control zones, or well head protection areas. MDA Proposal: «ProjectNumber» PROPOSAL M21-0200 – MLK, JR. COMMUNITY CENTER PRELIMINARY D i S i MDA PROPOSAL SCHEDULE C: HOURLY COMPENSATION RATES M21‐0200 – Preliminary Design Services for MLK, Jr. Community Center Principal/Partner $250.00/Hr. Design Principal $225.00/Hr. Project Manager / Associate $175.00/Hr. Project Coordinator / Project Engineer $160.00/Hr. Design Professional / Specialty Designer $150.00/Hr. Project Architect $125.00/Hr. Graduate Architect Level II $100.00/Hr. Graduate Architect Level I $85.00/Hr. Administrative / Clerical $80.00/Hr. Intern $70.00/Hr. Hourly rates include payroll expenses, taxes, and insurance as part of DPE plus overhead & profit. Specific personnel selection is at the discretion of METICULOUS Design + Architecture, LLC. Hourly Rates above: Effective January 1, 2021 Not for public distribution South Bend MLK Dream Center28-Oct-21REVISION 00ASONDJFMAMJJASONDJFMAMJMeetings or MilestonesDuration 1815222961320273101724317142128714212841118252916233061320274111825Pre-Design / Programming Phase / Concept11 WeeksCommunity Engagement12 WeeksProgram Approval 1 WeekPresentation of Report to the TCCE Board1 WeekOwner Review & Phase Report Approval1 WeekSchematic Design Phase8 WeeksDesign Team Mobilization 1 Week60% SD Review 1 Week90% SD Review 1 WeekCost Estimation/ Owner Review & Approval2 WeeksDesign Development Phase10 Weeks60% DD Review 1 Week90% DD Review 1 WeekCost Estimation/ Owner Review & Approval2 WeeksConstruction Document Phase 4 Months 60% CD Review 1 Week90% CD Review 1 WeekCost Estimation/ Owner Review & Approval2 WeeksBidding / Procurement Phase3 MonthsCity/ State Permit Process 1 Month Bidding of Construction DocumentsBid Review and Approval Contract Award and Notice to Proceed Construction Administration Phase 12 MonthsCeremonial Ground Breaking Mobilization Existing Building Demolition Site PreparationConstruction Punch List and Owner Move InProject Closet Out20232024AprilMayPreliminary Project ScheduleNovemberDecemberJanuaryFebruaryMarch2021JuneJuly2022 BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 11/2/2021 Department Engineering Name Kyle Silveus Phone Extension BPW Date 11/9/2021 Phone Extension - Review and Approval Required Prior to Submittal to Board Diversity Compliance and Inclusion Officer Officer Name BPW Attorney Attorney Name Clara McDaniels Dept. Attorney Attorney Name Purchasing Check the Appropriate Item Type – Required for All Submissions Professional Services Agreement Contract Proposal Open Market Contract Amendment/Addendum Special Purchase, QPA Bid Opening Bid Award Req. to Advertise Title Sheet Quote Opening Quote Award Reject Bids/Quotes Proposal Opening C/O & PCA No. Resolution Chg. Order, No. Traffic Control Ease./Encroach Other: Ease./Encroach Required Information Company or Vendor Name Meticulous Design Architecture, LLC. New Vendor Yes If Yes, Approved by Purchasing No MBE/WBE Contractor MBE WBE Completed E-Verify Form Attached Yes No Project Name MLK Center Improvements Project Number 121-066 Funding Source American Rescue Plan Account No. 263-04-040-040-443001-ARP031 Amount $178,200 Terms of Contract LS Purpose/Description Phase I: Pre-Design, Programming, and Community Engagement for the MLK Center Improvement project For Change Orders Only Amount of Increase Decrease $ ($ ) Previous Amount $ Current Percent of Change: Increase Decrease % ( %) New Amount $ Total Percent of Change: Increase Decrease % ( %) Time Extension Amount: New Completion Date: