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Home My WebLink About1991-04-10 Resolution 39J. .. ..:. '+4 RESOLUTION NO. 39 • RESOLUTION OF THE SOUTH BEND REDEVELOPMENT AUTHORITY ACCEPTING THE ASSIGNMENT OF INTERESTS IN CERTAIN CONTRACTS FROM THE SOUTH BEND REDEVELOPMENT COMMISSION AND SOUTH BEND BOARD OF PUBLIC WORR3 RELATING TO THE AIRPORT ECONOMIC DEVELOPMENT AREA PUBLIC IMPROVEMENT PROJECT WHEREAS, the Redevelopment District of the City of South Bend, Indiana, previously issued its Nine Hundred Fifty Thousand Dollars ($950,000) aggregate principal amount of City of South Bend Redevelopment District Tax Increment Revenue Bonds of 1990, originally dated September 1, 1990, the proceeds of which have been and are being used by the South Bend Redevelopment Commission (the "Commission") for engineering expenses relating to the Airport Economic Development Area Public Improvement Project (the "Engineering Expenses"); and WHEREAS, the South Bend Redevelopment Authority (the "Authority") recently issued its Four Million Two Hundred Thousand Dollars ($4,200,000) aggregate principal amount of South Bend Taxable Redevelopment Authority Lease Rental Revenue Bonds (Airport Economic Development Area Public Improvement Project), originally . dated January 1, 1991 and its Two Million Three Hundred Fifty-Five Thousand Dollars ($2,355,000) aggregate principal amount of South Bend Redevelopment Authority Lease Rental Revenue Bonds (Airport Economic Development Area Public Improvement Project), originally dated March 1, 1991, the proceeds of which are to be used to reimburse the Commission for Engineering Expenses incurred and to pay for remaining Engineering Expenses as well as to complete other public improvements for the Airport Economic Development Area Public Improvement Project; and WHEREAS, the Commission, pursuant to Resolution No. 988, adopted on March 22, 1991, assigned all of its rights, interests and obligations to and under the contracts between the Commission and Cole Associates, Inc. to the Authority (the "Commission Assignments"), such contracts attached hereto as Exhibit A; and WHEREAS, the South Bend Board of Public Works (the "Board"), pursuant to Resolution No. 12-1991, adopted on March 25, 1991, assigned all of its rights, interests and obligations to and under the contracts between the Board and Clyde E. Williams & Associates, Inc., Cole Associates, Inc. and Ken Herceg & Associates, Inc. to the Authority (the "Board of Public Works Assignments"), such contracts attached hereto as Exhibit B; and • -~~ WHEREAS, the Authority now desires to accept the • Commission .Assignments and the Board of Public Works Assignments in order to reimburse the Commission for Engineering Expenses incurred and to pay for the remaining Engineering Expenses. NOW, THEREFORE, BE IT RESOLVED BY THE SOUTH BEND REDEVELOPMENT AUTHORITY AS FOLLOWS: 1. The Commission hereby accepts the assignment of the Commission Assignments and the Board of Public Works Assignments, including all of the rights, interests and obligations to and under such contracts attached hereto as Exhibits A and B. 2. This Resolution shall be in full force and effect after its adoption by the Authority. ADOPTED at a meeting of the South Bend Redevelopment Authority held on April 10, 1991, 1200 County-City Building, 227 West Jefferson Boulevard, South Bend, Indiana 46601. CITY OF SOUTH BEND REDEVELOPMENT AUTHORITY By: • J ep Wroblewski, President A TEST: Donald Fewell, Secretary-Treasurer \restarke\sobend\reso1.405;4-5-91 -2 RESOLUTION NO. 39 • EXHIBIT A Contract with Cole Associates Inc. for Architectural/Engineering Services for the Airport Economic Development Area Master Plan Contract with Cole Associates Inc. for Internal Circulation Roads - ACCOUnt No. 25462 • ,~---- -. .. . • .;, COLE ASSOCIATES INC. 2211 E JEFFERSON BOULEVARD SOUTH BEND, INDIANA46615 March 12, 1990 ~~~ REVISED April 19, 1990_ City of South Bend . Redevelopment Commission County-City Building South Bend, Indiana 46601 Attention: Mr. Jon Hunt Re: Architectura l/Engineering Services Gentlemen: .Cole Associates Inc. is pleased to submit for your consideration, the .following letter agreement as it relates to Architectural/Engineering Services for the Airport Economic Development Area Master Plan. ARTICLE 1 - GENERAL CONSIDERATIONS 1.1 This agreement is entered into as of the ~-o~day of --CC~~' ' 1990 between the City of South Bend, Indiana, Department of Economic Development, hereinafter called the Owner and Cole Associates Inc., 2211 East Jefferson Boulevard, South Bend, Indiana, hereinafter called the Architect/Engineer (A/E). • 1.2 The Owner employs the A/E to perform professional design services; to serve as the Owner's professional design representative; and to provide professional consultation and advise, for the fees stated in Article 11, in connection with the Basic Services outlined in Article 2, or any .other services and fees included in Article 12. ARTICLE 2 - BASIC SERVICES 2.1 PRELIMINARY STUDIES - The A/E utilizing existing aerial photographs will prepare the following maps and/or studies for preliminary meetings and "brainstorming" sessions: 2.1.1 Existing Facilities Map. 2.1.2 Existing Land Use Map.. ~• 2.1.3 Conceptual Future Land Use Map. 2.1.4 Access from existing roadways to the By-pass and Toll Road. 2.2 MASTER PLAN - Following the preliminary meetings and utilizing information from these meetings,. the A/E will complete the following: --2.2~I-- Base ~inap o~-the project-area. ENGINEERS ARCHITECTS PLANNERS 219 236-4400 FAX: 219 236-4471 ,' ~~ _ t --_ 2.2.2 Prepare a final conceptual land use plan for the project area, incorporating the .information developed :in the preliminary meetings and "brainstorming" sessions in Paragraph 2:1. 2.2.3 Prepare a Transportation Analysis including: a. Travel forecasting, including trip generation, trip .distribution and traffic assignment. b. Collect .most recent traffic counts on existing major thoroughfares in project area, c. Develop traffic projections. 2.2.4 Prepare Preliminary Transportation System Improvements including: a. Minimum design criteria and locations for the proposed improvements such as new .roadways, intersections, interchanges, traffic control devices, etc. b. Determine extent of land acquisition required for proposed transportation improvements. c. Preliminary ;earthwork and grading estimates. 2.2,5 Prepare a Preliminary Drainage System Analysis including: a. Divide the project area into drainage sub-areas utilizing existing topography maps and USGS topography maps. b. Establish storm drainage design criteria. c. Select potential locations and preliminary size for drainage system facilities such as retention/detention basins, trunk lines, etc. 2.2.6 Prepare a Preliminary Sewer and Water System Analysis including:; a. Develop sanitary sewer and water demand criteria. based on the preliminary land use plans. b. Review existing utility system facilities within or adjacent to the project area. c. Develop a conceptual utility plan to serve the proposed land uses. 2.2.7 Prepare a preliminary statement of probable construction -- - --~fls-t-s-fo~r the-v-a-r-i~a-s--~rro~o~e~-~-mp-rov~r~e-rats . - --- -2- 1~'f • • ~~~ ~ E± ~~ • 2.2.8 Coordinate the Land 'Use Plan-.with the Transportation Analysis/Improvements, the Drainage System. Analysis and the Sewer and Water Analysis for incorporation into an overall Master Plan board display for the project area which conceptually shows the following: a. Land Use Categorises. b. Proposed major circulation roadways and suggested minor interior .road patterns. c. Suggested conceptual building locations. d. Major conceptual Utility and drainage plan. 2.3 RENDERING OF DEVELOPMENT 2.3.1 Prepare an overall rendered site plan which by color and detail illustrates the proposed features of the Master Plan. 2.4 DEVELOPMENT GUIDELINES 2.4.1 Develop criteria and guidelines which establish minimum standards for buildings to be constructed in the project area within the various .land use areas, including building materials, site improvements, etc. 2.5 PROMOTIONAL MATERIAL. 2,5.1 Prepare a promotional booklet for future distribution in an 8~" x 11" format, .incorporating the information developed in paragraphs 2.2, 2.3 and 2.4 above and information provided by the City. -The promotional information will be prepared for color printing of the final product. q • ----.. ARTICLE 3 - ADDITIONAL SERVICES 3.1 Additional Services shall be provided if authorized or confirmed in writing by the Owner or if included in Article 12 and they shall be paid for by the Owner as provided in this Agreement. Such Additional Services could include, budget analysis, financial feasibility studies, .planning surveys, environmental studies, measured drawings of existing conditions, legal descriptions, detailed Construction Cost estimates, quantity surveys, and any other services not otherwise included in this Agreement under Basic Services. ARTICLE 4 - OWNER'S RESPONSIBILITIES 4.1 The Owner shall provide full information regarding requirements for the Project. -3- ,. r ifl~ 4.2 ~ s _ __ The Owner shall designate, when. necessary, a representative authorized to act in .the Owner's behalf with respect to the Project. 4.3 The Owner shall furnish required information as expeditiously as necessary for the orderly progress of the Work. ARTICLE 5 - DIRECT PERSONNEL EXPENSE 5.1 Direct Personnel Expense is defined as the direct salaries of ala the A/E's personnel engaged on the Project, and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes. and other statutory employee benefits, insurance, sick leave:, holidays, vacations, pensions, and similar contributions and .benefits. ARTICLE 6 - REIMBURSABLE EXPENSES 6.1 Reimbursable Expenses are in addition to the A/E's.compensation and include actual expenditures made by the A/E and the A/E's employees in the interest of the Project for the expenses listed in the following subparagraphs: ~ 6.1.1 Expense of transportation and living expenses in connection with out-of-town travel requested and authorized by the Owner. • • 6.1.2 Renderings a'nd models requested by the Owner. ARTICLE 7 - PAYMENTS TO THE ARCHIT.~ECT/ENGINEER 7.1 Payments on account of the A/E's services, and for Reimbursable Expenses as defined in Article :6, shall be made monthly upon . presentation of the A/E's statement of services rendered or as otherwise provided in-this Agreement. ARTICLE 8 - ARCHITECT/ENGINEER'S ACCOUNTING RECORDS 8.1 Records of Reimbursable Expenses and expenses pertaining to services performed on the bas~is~of a Multiple of Direct Personnel Expense shall be kept on the .basis of generally accepted accounting principles and shall be available to the Owner or the Owner's authorized representative at mutually convenient times. ARTICLE 9 - TERMINATION OF AGREEMENT ' 9.1 This Agreement may be terminated by either party upon ten (10) days' written notice should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination. 9.2 In the event of~termination not the fault of the A/E, the A/E ____ shall be compensated for all services performed to the termination --~--~ date, together with Reimbursable xpenses t en ue and any . _ -4- ,r .., ~~' r~ Termination Expenses. Termination Expenses are defined as Reimbursable Expenses directly attributable to termination for which the A/E is not otherwise compensated. - -- ARTICLE 10 - MISCELLANEOUS PROVISIONS. 10.1 Unless otherwise specified, this~Agreement shall be governed by the law of the State of Indiana .. 10.2 The Owner and the A/E, respectively,. bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives:of such -other party, with respect to all covenants of this Agreement. Neither the -0wner nor. the A/E shall assign, sublet or transfer any interest in this Agreement without the written consent of the other. 10.3 This Agreement represents the entire and integrated agreement between the Owner and the A/E and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and A/E. ~+ ARTICLE 11 - BASIS OF COMPENSATION 11.1 The Owner shall compensate the A/E for .the services provided, in ' accordance with Article.7, Payments to the A/E, and the other Terms and Conditions of this Agreement, as follows: ° .11.1.1 Compensation for each phase of service shall be as follows: a. Prel.i,minary Studies (paragraph 2.1) $14,500.00 b. Master Plan (paragraph 2.2) . . ..$32,600.00 c. Rendering of Development (paragraph 2.3) . . $ 5,000.00 d. Development Guidelines (paragraph 2.4) ... . $ 2,500.00 e. Promotional Material (paragraph 2.5) $ 9,700.00 11.1.2 Final printing costs for the promotional material: will be billed directly to the Owner by a mutually selected printing company. The A/E will meet with the Owner to review the material to be printed and the estimated costs. prior to the start of any work by the printer. 11.1.3 For additional services, as described in Article 3 and .any other services included in Article 12 as a part of - A dd-i -t-i-o n a 1-~erv-~i-c-er, -c om -i--b-e--compu~te-d-art-a--- - -5- ,. >* ~.F . ~ _ ~,.. ~~ • multiple of 2.3 times the Direct Personnel Expense of Principals and employdes time as defined in Article 5. ..11.1.4 FOR REIMBURSABLE EXPENSES, as described in Article 6, and any other items included in Article 12 as Reimbursable Expenses, a multiple of one and one-tenth (1.1) times the amounts expended by the A/E or the A/E's employees in the interest of the Project. 11.2 The Owner and the A/E agree in accordance with the Terms and Conditions of this Agreement that:. 11.2.1 IF THE SERVICES covered by this Agreement have not been completed within eighteen (18) months of the date thereof, through no fault of the A/E, the amounts of compensation, rates and multiples set forth herein shall be equitably adjusted. ARTICLE 12 - OTHER CONDITIONS 12.1 Prepare a Legal Description of city limits within the project area. This agreement entered into as of the day, month and year first written above. • OWNER ARCHITECT/ENGINEER ity o South Bend, n Cana ~ ouis o man, ~resi ent Redevelopment Commission Vice President Very truly yours, COLE ASSOCIATES INC. Marty L. Kle~a ~~ Chief Landscape Architect/Planner MLK/jlp Encl: As Noted -6- _ .. _...,_,-_~-y ~`..' A iy 2211 E JEFFERSON BOULEVARD ~_^ COLE ASSOCIATES INC August 10, 1990 City of South Bend Redevelopment Commission C/O Department of Economic Development County-City Building , South Bend, IN 4660 1 . Attention: Ms. Ann Kolata Deputy Executive Director RE: Proposal for Professional Services Internal Circulation Roads Airport 2010 Master Plan Account No. 2546 2 Dear Commissioners: SOUTH BEND, INDIANA 46615 Cole Associates Inc. is pleased to submit to you for your consideration ~ttlis Proposal/Agreement for professional services on the above referenced project.. The bulk of the work proposed in the scope of services in this proposal has been included in the Phase I Proposal submitted to you earlier (August 9 , 1990). However, in order to address your immediate needs, we are°herewith submitting this revised Proposal/Agreement to cover the portion of work required earlier. Please .note that all of the work done under-this agreement will apply to the work described on the Phase i proposal. SCOPE OF SERVICES Cole Associates Inc. will provide services of necessary qualified personnel to perform the following tasks: A. Prepare Descriptions for the Internal Circulation Roads in the form of a Plat(s) on Quarter Section Maps suitable for future recording. This portion of the work will include: 1) Staking street control points. 2) Staking of control points includes controls for relocated Cleveland Road west of Mayflower Road. 3) Establish a bench mark for each section of roadway. 4) This service does not include a topographic survey. E. Prepare a narrative describing in as much detail as possible description of work the necessary to prepare design and . construction documents to construct the streets. C ENGINEERS 219 236-4400 p`~RS ~. ARCHITECTS FAX: 219 236-4471 ,. .,~' . s '.Y I August 10, 1990 .City of South Bend Redevelopment Commission ment C/0 Department of Economic Develop RE: Proposal for Professional Services Internal Circulation Roads Airport 2010 Master Plan page -2- Pre are a Statement of Probable tonasrmany itemstasopossiblereet C. P construction work broken down in plans prepared for the This estimate will be based on. Preliminary otable streets and will include StatemensanitarybsewerCservicet~Pn Cost for the streets, storm drainage, rotection and street water service, fire hydrants for fire p lighting. in the Scope of Services above, may be included Any work not outlined .-. u on receipt of instructions frog the~Owner and such work wil e • s" and will be paid for on an hourly ~_ considered as "Additional Servic rate basis as described in-this Proposal/Agreement. • OWNER'S RESPONSIBILITY The Owner will be responsible for.. resentative Designating in writing a person to act as Owner's rep 1. with respect to the servhceersonbshalldhave.complete1authodef neo Proposal/Agreement. .Suc p transmit instructions~eCeseons withrrespect to therEnganeer's Owner's policies and services for the project. Furnish the Engineer copies of the aerial survey and maps 2° lan development. The aerial survey should include suitable for p ground control,. sneer to 3, Arrange for access to anavatee~ ropertyvas} requi~edEfor the nt. enter upon public and pri p reeme Engineer to .perform the services under this Proposal/Ag • August 10, 1990._ City of South Bend Redevelopment Commission 'C/0 Department of Economic Development RE: Proposal for Professional Services Internal Circulation Roads Airport 2010 Master Pla n Fage -3- COMPENSATION TO COLE ASSOCIATES INC. For performing the Engineering Serviinc•aWid~sbe1pa~dla total fee not Proposal/Agreement, Cole Associates roved in to exceed ~41,7g0.00, unless a Modification of Agreement is app writing by the Owner. For additional services of Engineer's prinasPalconsultantoorewitnessed on the project, except services to appear payments will be ma~he°actualbcosts~ofEallnreimbursable expenseses a ^ factor of 2.3 plu.. ~:_ ineurred in connection with all additional services. The salary costs used as a basis for payment, mean salaries and wages (basic and incentive) paid to all Engineer's personnel engaged directly on the project, including, but not limited to, engineers, architects, Tanners, designers, draftspersons, specification writers, surveyors, p ersonnel; plus the cost of estimators and other technical and business but not limited to, social customary and statutory benefits including, security contrinsation, health andnreterementabenef tsllsickeleave,~ workmen's compe benefits. The hourly salary vacation and. holiday pay and other group costs of the Engineeadsusted equabwlitybtopreflect changesOWnepersonnel request and will b 3 and in the Engineer's ovendlstatutoryabenefptscofuall otherrpersonnel The amount of customary a of the Engineer will be Prtmentdtoorefle~tnchanges in9thetEngdineerls e subject to equitable ad~us overall compensation procedures and practices. The estimated time necessary to carry out the Scteeoffther°Noticettoed above d;'landereceipt0ofcthenaerialysurvey mapsda Procee .. ,.Y ` .a-~4 .i August 10, 19p0 City of South Bend Redevelopment Commission C/0 Department of Economic Development RE: Proposal for Professional Services Internal Circulation Roads Airport 2010 Master Plan. • Page -4- If this Proposal/Agreement accurately describes the agreement between us, please sign, date and return one. (1) copy of this letter to our office. Receipt of an executed copy of this letter will serve as our "Notice to Proceed" with the proposed work. Very-truly yours, AGREED AND ACCEPTED:- COLE ASSOCIATES INC. CITY OF SOUTH BEND • REDEVELOPMENT COMMISSION . ^.. ~ollin E. FaE. Farrand, S PE &: LS Uice President - Engineering Title y<<~re S/~~~ RF : j ed Date 8 -1~ -s'~ cc: Mr. Jon Hunt FSr. John Leszczyngki •--- • ~J RESOLUTION NO. 39 EXHIBIT B Contract with Clyde E. Williams & Associates, Inc. for Pointe Viridian Area Engineering Services Contract with Cole Associates Inc. for Traffic Impact Analysis, Airport 2010 Master Plan Contract with Cole Associates Inc. for relocated Old Cleveland Road from the U.S. 31 South Bend Bypass to Mayflower Road Contract with Cole Associates Inc. for Mayflower Road from relocated Old Cleveland Road to the south approximately 2,700 lineal feet Contract with Cole Associates Inc. for the Northwest Loop Street Contract with Ken Herceg and Associates, Inc. for Old Cleveland Road realignment from Mayflower Road east to Old Cleveland Road, west of Bendix Drive !~ -'y _ Clyde E. Williams & Associates, Inc. 1843 Commmerce Driue • South Bend, Indiana 46628 • (219) 234-3126 FAX (219) 234-4724 _ Engineers • Planners • Photogrammetrists November 7, 1990 Board of Public Works & Safety +~`" ~ ` 13th Floor, County-City Building - - - - • ~•-- ~•ti-~---r~ South Bend, IN 46601 Attention: John Leszczynski, City Engineer .~~,~. ,~ Reference : Pointe Viridian Area :~' Engineering Services - , Ladies and Gentlemen: ,~, At therequest of Mr~. Leszczynski, we are pleased to submit our ~~ proposal to provide photogrammetric, survey and design engineering :-F="'-~ services for the completion of Viridian Drive and to revise the r.•~, •.' ~, : ~ current plans for Viridian Lake. ~; >. t ~~- Our proposed Scope of Services is as follows: . .}~ ~~'" 1. Obtain new aerial photography of the eastern-pool of~the pro ~" ~~ ,: -;.~ , posed Viridian Lake and. the unfinished portions of Viridian° .~„ ~. Drive.. ~, :"" -, ~~`~ ~ ~ , .~ } ~~_ ~`' ~2._ , 'Obtain field survey. measurements., as needed to :provide con ~ . ~` ~ ~~~ ~~• trol for the aerial photography. Y: i T ,:,~, 3. Using the .aerial photography, prepare new topographic .mapping ~~~~~-~ _.: . with one .foot •contours for both` the eastern pool. of'~the~ pro.-; ' `.'~' .~ ~ posed Viridian Lake and the unfinished portions of ..Viridian`.; `+,k~` "'~ Drive. The contours shall be plotted on standard plan/pro- ,~:;~ ''~=~ file sheets. . srrt 4. Using the above described photogrammetric procedures, plot ~ ...: cross-sections of both areas at 100' spacing. 5. Meet-.with .the-City and the owners of adjacent land in .Pointe Viridian to review and finalize the design criteria for the above projects. 6. Prepare plans, specifications, estimated~uant~• s and an ~- engineer's opinion of probable construc~sonrcoste trwo separate construction contracts. One contract shall be for construction of Viridian Lake and one contract shall be for Viridian Drive construction. If the City wishes, a single combined contract may be prepared, in lieu of two separate contracts, at no change in fee. ~. • ;. •~ ~ r .,, . .~ Page Two Board of Public Works & Safety • November 7, 1990 7. Contract documents shall be prepared fallowing City of South • " - Bend standard .forms and cons tr~.c,t~.,Q~n,,.. standards . . The following services may be provided as Additional Services, .:;•-;; if requested by the City: 8. Construction phase services, .such as general observation, pe- ' riodic observation, or full-time resident representation. ~. •-,~ ~~. 9. Construction layout or production staking.: `_ 'Y 10. -Materials or soil testing. ;± ' ~'" 11. Measurement of •~ quantities. • ,.. ,: , 12. Preparation of record drawings. ,: ~z .~€~ ;~~ •~ The fee: for the services described in items 1 through 4 above is ;~,/ ,_ ,. ~: , ;;~ ~~estimated to• be $7,312 '~»-' The fee for the services described in items 5 through ? is 59,000 r• ':for;: the lake contract and $9,400, for the road contract, :for a ~•E l~, ;~~,~~;;- ~ z , • ~~ ~ total combined fee of $18,400. _ J ,~ '. .: t i ~ '~~` • The fees ro ._J~~ p posed ..above :are based upon payroll cost times a.factor: . ~.~. " of 2.24-for overhead plus reimbursable. expenses, with a total-::;~ <.:.~ .~ project fee .note to exceed :$25,712 without additional: authorizes= ~~ y ~,,~," :,..;. .~<,.~ tion.. - ~" hn"~tl ion, CEWA would like to include in the ~ udget s f,;'~ , ~~~::: $7,770.39 in reviously billed a Industrial Foundation , ~Yti-- for prior services pe ese projects, but not yet paid.. ~`.' Also, our preli opinion o e construction costs, and ,.~3 summar anticipated project costs for severa at- ed, for your information. CEWA will .begin the survey, aerial photography and mapping ser- di.ces immediately upon receipt of a signed proposal and notice to proceed. It must be pointed out that the aerial photography must be completed before November 20, 1990, or it must be delayed until early spring due to inadequate sun angle (not to mention possible snow cover). The design services will begin immediately after meeting with the City and finalizing the design criteria (following completion of the mapping). C ..~ ~. ~_ ..~ , Page Three Board of Public Works & Safety November 7, 1990 The ma '~ pping will be completed within 30 calendar days following -- -- ~ - -no:ti~ce--to proceed, and the .design services. will be completed within 30 calendar days following finalization of design criteria..'- CEWA's proposal to perform services for this project shall remain'~;i~''~':'~ open for acceptance for a period of ninety (90) days from. the date thereof, after which time CEWA reserves the right to review, re- vise or withdraw its .proposal. ~~ Payment for services rendered and. expenses accounted for shall be made monthly by the client as billed. In the event that payment' ~ ? is not made within thirty (30) days from the date of billing,. in ~~~;~ terest will be charged at the rate of one and one-half percent. '` r" (1.5~) per-month or the maximum rate of interest permitted by law, ~; whichever is less. " ~t .~K {'~'' Your signature in the space provided below and the return of one ~''_, executed copy to our office will constitute your acceptance of the, . _. _- ~~ ~ • - proposal and .your authority for us' .to ~~ proceed.. _.. ~.:~, "' ~ ~ Very truly yours , i •; ~ :. • ~ ' ~''~ iri i. ,~` D. W. Akin, P.E., L.S.: :~ ~{ ~ South nd Eng ' eerin ~ Manager ~ ; ~ ~ ,~; - .. ,, .. > K ,, ...... - r t r. ~ ~ . '. ~': ', '=s~ ;' E ar Williams. ., P.E. ~.,~: ~ s iden t _ . #~: - DWA:lf Encl. ACCEPTANCE: DATE : l - ~~' `7 I • ._ ~` ,~. .., a .. ~ / ~ l ' POINT VIRIDIAN DEVELOPMENT • PRELIMINARY OPINION OF PROBABLE CONSTRUCTION & PROJECT COSTS I. Construct East. Portion of Viridian Lake Construction Cost 5187,000 Preliminary Engineering ($4,972 + $9,000)* 13,972 ,y„ Construction, Contingency ~ (10~ ) - - - ~~_.~=• 18 , 700 Construction Engineering Allowance 25,000 Total Project Cost 5244,672 IA. Construct East Portion of Viridian Lake, With Well to Main- tain Pool Elevation Construction Cost Preliminary Engineering* Construction .Contingency Construction Engineering Total Project Cost II. Complete Viridian Drive eluding 72" Culvert (Tot; $2.05,000 13,972 (10~) 20,500 Allowance 27,000 $266,472 - Full Length {no cul-de-sacs) In- ~1 Road Length Approx. 2000'} Construction Cost $620,920 Preliminary Engineering ($2,340 + $9,400)* 11,740 Construction Contingency 62,100 Construction Engineering Allowance 80,000 • Total Project Cost $774,760 IIA. Construct Viridian Drive With 2 cul-de-sacs No Culvert {Total L=1600') Construction Cost $437,250 Preliminary .Engineering* 11,740 Construction Contingency. 43,725 Construction Engineering Allowance 60,.000 Total Project Cost 5552,715 III. Fees Previously Billed, Not Paid 7,770 *Assumes that both lake and road are designed road is not built, and additional photography quired at a later date, add 52,800 to road fe~ Maximum Grand Total Project Cost (Alt. IA, II Minimum Grand Total Project Cost (Alt, I, IIA Basic-Items Causing Increases in Costs - at same time. If and mapping is re- ~s. & III) 51,049,002 & III) $ 505,157 Item Est. Cost 1. Well for Augmenting Lake Level Y 21,800 • 2. Culvert and Additional Length of Street $ 222,045 SpUTH_8 i , , ~, . ~ / ;." ,., H ~~~ ~~~~~~%~- d City of South Bend • ya ``~~~` ~ ~ ~ 11,~ Joseph E. Kernan, Mayor . 1865 . ~.,k 4 _ . _ :.:... , ~3oard ~of ~'~b~-11~: ,~~r_ks ...: ~ ~ _ F _ ,~:~.A~ October 15, 1990 MR. LOUIS J. POLMAN !; PRESIDENT - CHAIRMAN OF THE BOARD -COLE ASSOCIATES, INC. 2211 East Jefferson Boulevard South Bend, Indiana 46615 RE: PROPOSAL FOR PROFESSIONAL SERVICES TRAFFIC IMPACT ANALYSIS AIRPORT 2010 MASTER PLAN Dear Mr. Polman: • At its meeting held on October 8, 1990, the Board of Public Works, as agent for the Redevelopment Commission in regards to the Airport 2010 Project, approved the above referred to Proposal for Professional Services. For your information, I am enclosing a completely executed copy of the "revised" Proposal which was received after the Board meeting of October 8th. It is the Board's understanding that this "revised" Proposal covers services to be provided which were previously referred to as Option B, for a fee of $19,500.00. If I can be of any further assistance to you in this matter, please do not hesitate to contact this off ice. Sincerely, BOARD OF PUBLIC WORKS Sandra M. Parmerlee, Clerk smp Enc. • cc: Ann Kolata, Department of Economic Development 1308 County-City Building • South Bend, Indiana 45601 • 219/284-9412 John E. Lesrrzynski Patricia E. DeClercy Katherine Humphreys t .. 1 ~ 1-~ d0 J ~ COLE ASSOCIATES INC.. 2211 E JEFFERSON BOULEVARD SOUTH BEND, INDIANA 46615 October 5, 1990 City of South Bend Board of Public Works. 1300 County-City Building 227 West Jefferson Boulevard . _ ._ . _ South-Bend, IN 46601 _ _ . Attention: Mr. John Leszczynski President C'C~' 8 1y90 ......... ...._.. CITY OF SOUTH BEND DEPARTIb9~~~T GCE ENut»EERING RE: Revised Proposal for Professional Services Traffic Impact An._alysis Airport 2010 Master Plan St. Joseph County, Indiana Gentlemen: • Cole Associates Inc. is pleased to submit to you for your consideration this.Proposal/Agreement for professional services to carry out a traffic impact analysis on the existing and proposed primary transportation facilities within the area of the Michiana Regional Airport in St. Joseph County, Indiana. The primary purpose of this study is to evaluate the extent of potential impact on the traffic flow conditions and make recommendations to eliminate major adverse impacts that may result from full implementation of the proposed Airport 2010 Master Plan. ..Analyses will be carried out on both base year (1990), interim year (2000) and target year (2010) projected traffic conditions. The extent of this study will be limited to that of the Airport 2010 Master Plan project. Primary transportation facilities to be analyzed in this study will include the following roadway segments and intersections: a. Old Cleveland Road between Olive Road and Bendix Drive. b. Mayflower north of Old Cleveland Road. c. Olive Road between U.S. 20 and Brick Road. d. Bendix Drive between Cleveland Road and U.S. 20. e. U.S. 20 between Pine Road and Bendix Drive. f. U.S. 31 Bypass between Brick Road and S.R. 2. ENGINEERS ARCHITECTS PLANNERS 219 236-4400 FAX: 219 236-4471 ~ 4 y s • October 5, 1990 City of South Bend Board of Public Works RE: Revised Proposal for Professional Services Traffic Impact Analysis Airport 2010 Master Plan St. Joseph County, Indiana Page 2 g. Indiana Toll Road (I-SO/90) between Portage Avenue and Olive Road. h. Access ramps between Old Cleveland Road and Toll Road interchange ramps. i. Brick Road and Cleveland Road between Olive Road and Portage Road. j. Intersection of U.S. 20 and Olive Road. . k. Intersection of U.S. 20 and Bendix Drive. 1. Intersection of U.S. 31 Bypass interchange ramps and Brick Road. m. Intersection of Old Cleveland Road and Olive Road. n. Intersection of Olive Road and Brick Road o. Intersection of Old Cleveland Road and Toll Road ramps. p. Intersection of Old Cleveland Road and Bendix Drive.. q. U.S. 31 Bypass and. U.S. 20 interchange. - r. Intersection of Cleveland Road and Bendix Drive. s. Intersection of U.S. 20 and relocated Olive Road (Fine Road). The proposed method would be based on creation and calibration of a transportation model to simulate travel patterns within the study area. This would provide a planning tool that would allow for analysis of various combination of land use/transportation facility improvements. -~ • October 5, 1990 City of South Bend Board of Public Works RE: Revised Proposal for Professional Services ~ ~ ' Traffic Impact Analysis Airport 2010 Master Plan St. Joseph County, Indiana Page 3 . SCOPE OF SERVICES Cole Associates Inc. will provide services of necessary qualified personnel to perform the necessary tasks for each of the.~ollowing: 1. Assist Ciry in forming a Task Force. 2. Develop a base map. 3. Identify study area and model area. • 4. Identify roadway (transportation)-network. 5. Define land use zones. 6. Secure approval of the Task Force on items 2, 3, 4 and 5 above. 7. Develop a transportation model for the impact area based on existing land use using. the TMode12 computer software. 8. Calibrate the model using existing traffic volumes (furnished by Owner). 9. Review model with Task Fflrce and secure approval. 10. Carry out traffic forecasting by running the model under the proposed land use scenario developed for the Airport 2010 Master Plan project for base year (1990), interim year (2000) and tazgei year (2010). 11. Carry out level of service analyses on the primary transportation facilities within the impact azea. 12. Develop recommendations for staged improvements on the existing facilities to accommodate future demand. 13. Prepare a traffic impact anlaysis report and submit twelve (12) copies to the Owner. .. > ! ~ ~ October 5, 1990 City of South Bend Board of Public Works ...,.¢ .. , , :. ~, ; _ .. . RE: Revised Proposal for Professional Services Traffic Impact Analysis Airport 2010 Master Plan St. Joseph County, Indiana Page 4 Not included in the above Scope of Services aze: a. Physical traffic counts. b. Participation in public hearings and/or any coordination meetings with other public agencies. c. Securing approval.. from other public agencies (such as Indiana Department. of Transportation, Airport Authority, Toll Road Authority, etc.): • Any work not outlined in the Scope of Services .above, -may be included upon receipt of instructions from the Owner and such work will be considered as "Additional Services" and will be paid for on an hourly rate basis as described in this Proposal/Agreement. OWNER'S RESPONSIBILITY The Owner will be responsible for: 1. Designating in writing a person to act as Owner's representative with respect to the services to be rendered under this Proposal/Agreement. Such person shall have complete authority to transmit instructions, receive information, interpret and define Owner's policies and decisions with respect to the Engineer's services for the project. 2. Furnish the Engineer the necessary traffic count data required to carry out this study. Meet with the Engineer and review submittals in a timely manner so as not to create undue delay in the process of this study. 3. Work with the Engineer in forming the Task Force. COMPENSATION TO COLE ASSOCIATES INC. For perfomung the engineering services as described in thisProposal/Agreement, Cole Associates Inc. will be paid on an hourly rate basis equal to 2.3 times the Engineer's salary. cost as hereinafter defined for various classifications of personnel expected to be directly engaged in this project. For additional services of Engineer's principals and employees engaged on the project, .except services • to appear as a consultant or witness, payments will also be made on the basis of Engineer's salary cost times a factor of 2.3 plus the actual costs of all reimbursable expenses incurred in connection with all additional services. _ ,art • October 5, 1990 City of South Bend Board of Public Works RE: ~ Revised Proposal for Professional Services Traffic Impact Analysis Airport 2010 Master Plan St. Joseph County, Indiana ...Page- 5 Cole Associates Inc. will be directly reimbursed for employee expenses resulting form overnight travel and mileage. Documents sent via overnight mail will be reimbursable items. The salary costs used as a basis far payment, mean salaries and wages (basic and incentive) paid to all Engineer's personnel engaged directly on the project, including, but not limited to, engineers, architects, surveyors, planners, designers, draftspersons, specification writers, estimators and other technical and business personnel; plus the cost of customary and statutory benefits including, - but not limited to, social security contributions, unemployment, excise and payroll taxes, workmen's compensation, health and retirement benefits, sick leave, vacation and holiday pay and other group benefits. The hourly salary costs of the Engineer's personnel will be provided to the Owner upon request and will be adjusted equally to reflect changes in personnel and in the Engineer's overall compensation procedures and practices. The amount of customary and statutory benefits of all other personnel of the Engineer will be provided to the Owner upon request and will be subject to equitable adjustment to reflect changes in the Engineer's overall compensation procedures and practices. The estimated time necessary to carry out the Scope of Services stated above from the date of the "Notice to Proceed" and receipt of the traffic count data will be sixty (60) calendar days. The fee on this agreement is estimated at $19,500.00. If this Proposal/Agreement accurately describes the agreement between us, please sign, date and return one (1) copy of this letter to our office. Receipt of an executed copy of this letter will serve as our "Notice to Proceed" with the proposed work. Very truly yours, AGREED AND ACCEPTED COLE ASSOCIATES INC. CITYRDOF~SFOpU~TgH~,IBEND A~~NT- ON- BEHi4LFC//~~~ MKS OF THE RED - LOPNIEI~T COMMISSION .. A ~. Louis J, man PE -~ ~,~ President-Chairman of the Board Tile: r p,~~''.r.,~.c{ ~ n ~ 'l~'.c~~c_,~ KF/LJP/amb Dat [:~. ~~' ~~ ;T` J • cc: Mr. Jon Hunt REF, RTN, KF, MLK, MKTG "1-hip ~iarumrnt has imrurtant Icgal conseyucnces:cunsuhatiunwithanattorney isen~~,uraLed with resrcct toitscumt,letion or modification. STANDARD FORM OF AGREEMENT -~- BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES THIS IS AN AGREEMENT made as of ~~ ~~^ ~ ~~ , 19 ~~~ between City of South. Bend, by .and through it's Board of Public Works (OWNER) and Cole Associates Inc., 2211 E. Jefferson Blvd., South Bend, IN 46615 (ENGINEER). OWNER intends to Prepare plans, specifications and right-of-way drawings and related items necessary for the purchase of rights-of-way and the construction of relocated Old Cleveland Road from the U S 3I South Bend Bypass to Mayflower Road. (hereinafter called the Project). OWNER and ENGINEER in consideration of their mutual covenants herein agree in respect of the performance of professional engineering services by ENGINEER and the payment for those services by OWNER as set forth below. SECTION 1-BASIC SERVICES OF ENGINEER 1.2. Study and Report Phase. 1.1. General 1.1.1. ENGINEER shall provide for OWNER profes- sional engineering services in all phases of the Project to which this Agreement applies as hereinafter pro- vided.These services will include serving as OWNER's professional engineering representative for the Project, providing professional engineering consultation and advice and furnishing customary civil, structural, mechanical and clcctrtcal engineering services and c.us- tomar~• architectural services incidental thereto. After written authorization to proceed, ENGINEER shall: 1.2.1. Consult ~~ith OWNER to clarify and define OWNER's requirements for the Project and review available data. 1.2.2. Advise UV~'1ER as to the necessity of OWN- F.,R~s providing or obtaining from others data or ser- vices ofthe types de~cribcd in paragraph 3. ~, and assist OWNER in ohtainin~~ such data and services. Page 1 0l'._1~ Pages 1.2.3. Identify and analyze requirements of t;rwcrn- I.3.3. Advise OWN [:R i1 additional d~-ta or services • mental authorities having ,jurisdiction to approve the of the types desrrihed in paragraph 3.4 are necessary design of the I'rc~ject and participate in consultations and assist OWN ER in obtaining such data and services. with such authorities. 4. Provide analyses of OWNER's needs, plan ~ys, site.. evaluations and comparative studie ~•n~ctive sites and solutions. .2.5. Pr vide a general economic analysis~eff OWN- :R's requt ements applicable to various a ernatives, .2.6. Prepar ketches and to exhibits to Report containing schp4natic layouts,' ceptual design crite 'a with appropri-' i~c~te clearly the con 'derations involved' Including applica uthorities having requireme s of governmental indiction aforesaid) and the able o OWNER and setting rs d recommendations. This by ENGINEER's opinion j t, including the following temr ed: Construction Cost, costs d contingencies, and :ion fur 'shed by OWNER) ernative solutions a~ Rh ENGINEER'S find ;port will be accompa probable costs for the rich will be separatel owance for eneinee~ on the basis of i Ilowances for su other items as arges of all other rofessionals an consultants, for th cost of land and 'ghts-of--way, or compensation for r damages to roperties, f interest and financing ch rges and for they servi es to be provided by others or Owner ~ursuant .paragraphs 3.7 through 3.11, incl ive. The otal of 1 such costs, allowances, etc. are he inafter ~alled `Total Project Costs". . Furnish five copies of the Study and Report ~ -ts and review them in person with OWNER. duties and responsibilities of ENGINEER during Study and Report Phase are amended and supple- nted as indicated in paragraph Z of Exhibit A "Fur- r Descriptions of Basic Engineering Services and 1.3. Preliminary Design Phase. After written authorization to proceed with the Prelim- inary Design Phase, ENGINEER shall: 1.3.1. In consultation with OWNER and on the basis of the accepted Study and Report documents, deter- mine the general scope, extent and character of the Project. • 1.3?. Prepare Preliminary Design documents consist- ing offinal design criteria, preliminary drawings, outline specifications and written descriptions of the Project. 1.3.4. Based on the information. contained in the pre- liminary design documents, submit a revised opinion _- _ of probable Total Project Costs. . 1.3.5. Furnish five copies of the above Preliminary Design documents and present and review them in per- son with OWNER. The duties and responsibilities of ENGINEER during the Preliminary Design Phase. are amended and sup- plemented as indicated in paragraph 3 of Exhibit A "Further Description of Basic Engineering Services and Related Matters". 1.4. Final Design Phase. After written authorization to proceed with the Final Design Phase, ENGINEER shall: 1.4.I. On the basis of the accepted Preliminary Design documents and the revised opinion of probable Total Project Costs prepare for incorporation in the Contract Documents final drawings to show the general scope, extent and character of the work to be furnished and performed by Contractor(s) thereinafter called "Draw- ings") and Specifications (which will be prepared in conformance with the sixteen division. format of the Construction Specifications Institute). 1.4.2. Provide technical criteria, written descriptions and design data for OWNER'S use in filing applications for permits with or obtaining approvals of such gov- ernmental authorities as have. jurisdiction to approve the design of the Project, and assist OWNER in con- sultations with appropriate authorities. 1.4.3. Advise OWNER of any adjustments to the latest opinion of probable Total Project Costs caused by changes in genera] scope, extent or character or design requirements of the Project or Construction Costs. Fur- nish to OWNER a revised opinion of probable Total Project Costs based on the Drawings and Specifica- tions. 1.4.4. Prepare for review and approval by OWNER, its legal counsel and other advisors contract agreement forms. general conditions and supplementary condi- tions, and (where appropriate) bid forms, invitations to bid and instructions to bidders tall of which shall be consistent with the forms and pertinent guide ,heels P~~~~• ~ ~~r 19 _ ~~~« prepared by the Engineers Joint Contract Documents Cumntittcc), and assist in the preparation of other related documents. 1.4.5. Furnish five copies of the above documents and of the Drawings and Specifications and present and .. review. them in person with OWNER. _ .. _. .. The duties and responsibilities of ENGINEER during the. Final Design Phase are amended and supplemented as indicated in paragraph 4 of Exhibit A "Further Description of Basic Engineering Services and Related .. __. . Matters". 1.5. Bidding or Negotiating Phase. After written authorization to proceed with the Bidding or Negotiating Phase, ENGINEER shall: 1.5.1. Assist OWNER in advertising for and obtaining bids or negotiating proposals for each separate prime contract for construction, materials, equipment and services; and, where applicable, maintain a record df prospective bidders to whom Bidding Documents have been issued, attend pre-bid conferences and receive and process deposits for Bidding Documents. 1.5,2. Issue addenda as appropriate to interpret, clarify or expand the Bidding Documents. 1.5.3. Consult with and advise OWNER as to the .acceptability of subcontractors, suppliers and other persons and organizations proposed by the prime ~on- tractor(s) (herein called "Contractor(s)")for those por- tions of the work as to which such acceptability is required by the Bidding Documents. 1.5.4. Consult with OWNER concerning and deter- minethe acceptability of substitute materials and equip- ment proposed by Contractor(s) when substitution prior to the award of contracts is allowed by the Bidding Documents. 1.5.5. Attend the bid opening, prepare bid tabulation sheets and .assist OWNER in evaluating bids or pro- posals and in assembling and awarding contracts for construction, materials, equipment and services. The duties and responsibilities of ENGINEER during the. Bidding or Negotiating Phase are amended and supplemented as indicated in paragraph 5 of Exhibit .A "Further Description of Basic Engineering Services and Related Matters". Ib. Construction Phase. During the Construction Phase: 1.6.1. Ge-~ernl Aciministratron of CnliSlri(C't70/i Con- tract. ENGINEER shall consult with and advise OWNERartd act.as OWNER'_~_rcpresentative as pro- vided inArticles 1 through 17, inclusive, of the Standard General Conditions of the Construction Contract, No. 1910-8 (1983 edition) of the Engineers Joint Contract Documents Committee. The extent and limitations of the duties, responsibilities and authority of ENGI- NEER as assigned in said Standard General Conditions shall not be modified, except to the extent provided in paragraph 6 of Exhibit A "Further Description of Basic Engineering Services and Related Matters" and except as ENGINEER may otherwise agree in writing. All of OVJNER's instructions to Contractor(s) will be issued through ENGINEER who will have authority to act on behalf of OWNER to the extent provided in said Stan- dard General Conditions except as otherwise provided in writing. 1.6.2. Visits to Site and Obsen~ation of Construction. In connection wish observations of the work of Con- tractor(s) while it is in progress: 1.6.2.1. ENGINEER shall make visits to the site at intervals appropriate to the various stages of con- struction as ENGINEER deems necessary in order to observe as an experienced and qualified design professional the progress and quality of the various aspects of Contractor(s)' work. In addition, ENGI- NEER shall provide the services of a Resident Proj- ect. Representative (and assistants as agreed) at the site to assist ENGINEER and to provide more con- tinuous observation of such work. Based on infor- mationobtained during such visits and on such obser- vations, ENGINEER shall endeavor to determine in general if such work is proceeding in accordance with the Contract Documents and ENGINEER shall keep OWNER informed of the progress of the work. I.6.2.2. The Resident Project Representative (and any assistants) will be ENGINEER's agent or employee and under ENGINEER'S supervision. The duties and responsibilities of the Resident Project Representative (and assistants) are set forth in Exhibit B "Duties, Responsibilities and Limitation of Authority of Resident Project Representative". 1.6.2.3. The purpose of ENGINEER'S visits to and representation by the Resident Project Repre- sentative (and assistants, if any) at the site ti~ill he to enable ENGI\EER to better carry out the duties and Page 3 of 19 nagcti responsit~ilitics assigned to and tihcfertaken by ENGINEER durinc the Cunsh-uction Phase, and, iri addition, by exercise of ENGINEER'S efforts as an experienced and qualified design professional, to pro- vide for OWNER a greater degree of confidence that .the completed work of Contractor(s) will conform _ _ .... generally _to the Contract Documents. and that the .. integrity of the design concept as reflected in the Contract Documents has been implemented and pre- served by Contractor{s). On the other hand, ENGI- NEER shall not, during such visits or as a result of such observationsof 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 by Contractor(s), for safety precautions and programs incident to the work of Contractor(s) or for any failure of Contractor(s) to comply with laws, rules, regula- lions, ordinances, codes or orders applicable to Con- tractor(s) furnishing and performing their work. Accordingly, ENGINEER can neither guarantee the performance of the construction contracts by Con- - tractor(s) nor assume responsibility for Contrac- tor(n)' failure to furnish and perform their work in accordance with the Contract Documents. 1.6.3. Defective Work. During such visits and on the basis of such observations, ENGINEER may disap- prove of or reject Contractor(s)' work while it is in progress if ENGINEER believes that such work will not produce a completed Project that conforms gen- erally to the Contract Documents or that it will preju- dice the integrity of the design concept of the Project as reflected in the Contract Documents: 1.6.4. Interpretations and Clarifications. ENGINEER shall issue necessary interpretations and clarifications of the Contract Documents and in connection therewith prepare work directive changes and change orders as required. ] .6.5. Shop Drawings. ENGINEER shall review and approve (or take other appropriate action in respect of) Shop Drawings. (as that term is defined in the aforesaid Standard General Conditions), samples and other data which Contractor(s) are required to submit, but only for conformance with the design concept of the Project and compliance with the information given in the Con- tract Documents. Such reviews and approvals or other action shall not extend to means, methods, techniques, sequences or procedw-es of construction or to safety precautions and programs incident thereto. ].6.6. Srrbstitutes. ENGINEER shall evaluate and determine the acceptability of substitute materials and ryuipmc.it proposed by Cuntractor(sl, but subject to the provision of paragraph 2.2.2. 1.6.7. lnspc~ction.e «rrd Tests. ENGINEER shall have authority, as Oti'NER's representative, to require spe- cial inspection or testing of the work, and shall receive and review all certific~ies.of inspections, testings and ., approvals required by laws, rules, regulations, ordi- nances, codes, orders or the Contract Documents (but only to determine generally that their content. complies with the requirements of, and the results certified indi- cate compliance with, the Contract Documents). 1.6.8, Dispcetes between OWNER and Contractor.. ENGINEER shall act as initial interpreter of the requirements of the Contract Documents and judge of .the acceptability of the work thereunder and make deci- sions on all claims of OWNER and Contractor(s) relat- ing tothe acceptability of the work or the interpretation of the requirements of the Contract Documents per- taining to the execution and progress of the work. ENGINEER shall not be liable for the. results of any ~such.interpretations or decisions. rendered in good faith. 1.6.9. Applications for Payment. Based on ENGI- NEER'S on-site observations as an experienced and qualified design. professional, on information provided by the Resident Project Representative and on review of applications for payment and the accompanying data and schedules: 1.6.9.1.. ENGINEER shall determine the amounts owing to Contractor(s) and recommend in writing payments to Contractor(s) in such amounts. Such recommendations of payment will constitute a rep- resentation to OWNER, based on such observations and review, that the work has progressed to the point indicated, and that, to the best of ENGINEER'S knowledge, information and belief, the quality of such work. is generally in accordance with the Con- tract Documents .(subject to an evaluation of such work as a functioning whole. prior"to or upon Sub- stantial Completion, to the results of any subsequent tests called for in the Contract Documents and to any other qualifications stated in the recommendation). In the case of unit price work, ENGINEER'S rec- ommendations of payment will include final deter- minations of quantities and classifications of such work (subject to any subsequent adjustments allowed by the Contract Documents). 1.6.9.2. By recommending any payment ENGI- NEER will not thereby be deemed to have repre- sented that exhaustive, continuous or detailed reviews or examinations have been made by ENG]NEER to check the quality or quantity of Contractor(s)' work Page 4 of _l9- pages as it is furnished and performed beyond the respon- sibilities specifically assigned to ENGINEER in this Agreement and. the Contract Documents. ENGI- NEER'S review of Contractor(s)' wprk for the pur- poses of recommending payments will not impose on ENGINEER responsibility to supervise, direct or control such work or for the means, methods, tech-., ; niques, sequences, or procedures of construction or safety precautions or programs incident thereto or Contractor(s) compliance with laws, rules, regula- tions, ordinances, codes or orders applicable to their furnishing and performing the work. It will also not impose responsibility on ENGINEER to make any examination to ascertain how or for what purposes any Contractor has used the moneys paid on account of the Contract Price, or to determine that title to any of the work, materials or equipment has passed to O WNER free and clear of any lien, claims, security interests or encumbrances, or that there may not be other matters at issue between OWNER and CON- TRACTOR that might affect the amount that should be paid. 1.6.10. Contractor(s)' Completion Documents. ENGI- NEER shall receive and review maintenance and oper- sting instructions, schedules, guarantees, bonds and certificates of inspection, tests and approvals which are to be assembled by Contractor(s) in accordance with the Contract Documents (but such review will only be to determine that their content complies -with the requirements of, and in the case of certificates of inspec- tion, tests and approvals the results certified indicate compliance with, the Contract Documents); and shall transmit them to OWNER with written comments. 1.6.11. Inspections. ENGINEER shall conduct. an inspection to determine if the work is substantially complete and a final inspection to determine if the com- pleted work is acceptable so that ENGINEER may recommend, in writing, final payment to Contractor(s) and may give written notice to OWNER and the Con- tractor(s) that the work is acceptable (subject to any conditions therein expressed), but any such recom- mendation and notice will be subject to the limitations expressed in paragraph 1.6..9.2. 1.6.12. Limitation of Responsibilities. ENGINEER shall not be responsible for the acts or omissions of any Contractor, or of any subcontractor or supplier, or any of the Contractor(s)' or subcontractor's or supplier's agents or employees or any other persons (except ENGINEER•s own employees and agents) at the site or otherwise furnishing or performing any of the Con- tractor(s}' work; however, nothing contained in para- graphs 1.6.1 thru 1.6.1 ( inclusive, shall be construed to release ENGINEER from liability for failure to prop- erly pe~•form duties and responsibilities assumed by ENGINEER in the Coaxtract I?ocuments. 1.7. Operational Phase. During the Operational Phase, ENGINEER shall, when requested`by t)V1rNER: 1.7. I . Provide assistance in the closing of any financial or related transaction for the Project. 1.7.2. Provide assistance in connection with the refin- ing and adjusting of any equipment or system. 1.7.3. Assist OWNER in training OWNER'S staff to operate and maintain the Project. 1.7.4. Assist OWNER in developing systems and pro- cedures for control of the operation and maintenance of and record keeping for the Project. 1.7.5. Prepare a set of reproducible record. prints of Drawings showing those changes made during the Con- structionprocess, based on the marked-up prints, draw- ingsand other data furnished by Contractor(s) to ENGI- NEER and which ENGINEER considers significant. 1.7.6. In company with OWNER, visit the Project to observe any apparent defects in the completed con- struction, assist OWNER in consultations and discus- sionswith Contractor(s) concerning correction. of such deficiencies, and make recommendations as to replace- ment or correction of defective work. The duties and responsibilities of ENGINEER during the. Operational Phase are amended and supplemented as indicated in paragraph 7 of Exhibit A "Further Description of Basic Engineering Services and Related Matters". SECTION 2-ADDITIONAL SERVICES OF ENGINEER 2.1. Services Requiring Authorization in Advance. If authorized in writing by OWNER, ENGINEER shall furnish or obtain from others Additional Services of the types listed in paragraphs ?.1.1 through ?.1.14, inclusive. These services are not included as part of Basic Services except to the extent provided otherwise in Exhibit A "Further Description of Basic Engineering Services and Related Iv9atters": these will he paid for by OWNER as indir~ted in Section 5. Page J cif ~_ ~agc5 • 2.1. I. 1'reparatiun of applications and supporting dv~- uments (in addition to those furnished under Basic Ser- vices) 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 effect on the design requirements of the. Project of any such state- ments rind documents prepared by others; and assis•ri lance in obtaining approvals of authorities having juris- diction over the anticipated environmental impact of the Project. 2.1.2. 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. 2.1.3. Services resulting from significant changes in the general scope, extent or character of the Project or its design including, but not limited to, changes in size, complexity, OWNER's schedule, character of con- struction or method of financing; and revising previ- ously accepted studies, reports, design documents or Contract Documents when such revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond ENGINEERS's control. 2.1.4.. Providing renderings or models for OWNER's use. 2.1.5. Preparing documents for alternate bids requested by OWNER for Contractor(s)' work which is not exe- cuted or documents for out-of-sequence work. 2.1.6. Investigations and studies involving, but not lim- ited to, detailed consideration of operations, mainte- nance and overhead expenses; providing value engi- neering during the course of design; the preparation of feasibility studies; cash flow and economic evaluations, rate schedules and appraisals; assistance in obtaining financing for the Project; evaluating processes available for licensing and assisting OWNER in obtaining process licensing; detailed quantity surveys of material, equip- ment and labor; and audits or inventories required in connection with construction performed by OWNER. 2.1.7. 1=urnishing services of independent professional associates and consultantsforotherthan Basic Services (which include, but arc not limited to, customary civil, structural, mechanical and electrical engineering and customary architectural design incidental thereto): and providing data or services of~ the types described in paragraph 3.4 when ON'til:ll employs ENGItiEL:It to provide such data or services in lieu of furnishing the same in accordance with paragraph 3.4. Z.1.R. Ifs ENGINEER'S compensation is on the basis of a lump sum or percentage of Construction Cosi or cost-plus a fixed fee me hod of payment, services 'f~Sh'Iting from the award of more separate prime con- tracts for construction, materials or equipment for the Project than are contemplated by paragraph 5.1.1.2. If ENGINEER's compensation is on the basis of a per- centag~ of Construction Cost and ENGINEER has been required to prepare Contract Documents on the assumption that more than one prime contract will be awarded forconstruction, materials and equipment, but only one prime contract is awarded for construction, materials and equipment for the Project, services attrib- utable to the preparation of contract documentation that was rendered unuseable and any revisions or addi- lions to contract documentation used that was neces- sitated by the award of only one prime contract. 2.1.9. Services during out-of--.town travel required of ENGINEER other than visits to the site or O.WNF-.R's office as required by Section 1. 2.1.10. Assistance in connection with bid protests, rebidding or renegotiating contracts for construction, materials, equipment or services, except when such assistance is required to complete services called for in paragraph 6.2.2.5. 2.1.11. Providing any type of property surveys or related engineering services needed for the transfer of interests in real property and field surveys for design purposes and engineering surveys and staking to enable Con• tractor(s) to proceed with their work; and providing other special field surveys. 2.1.12. Preparationofoperating,maintenanceandstaff- ing manuals to supplement Basic Services under para- graph 1.7.3. 2.1.13. Preparing to serve or serving as a consultant or witness for OWNER in any litigation, arbitration or other legal or administrative proceeding involving the Project (except for assistance in consultations which is included as part of Basic Services under paragraphs 1?.3 and ].4.2). 2.1.14. Additional services in connection with the Proj- ect, including services which are to he furnished by O~'~'NER in accordance ~~•ith Article 3, and services not otherwise provided for in this Agreement. Page h cif 1~ pages 2.2. Required additional Scrdices. 3.1. Designate in ~~•riting a person to act as OWNEIZ's When required by the Contract Documents in cireum- stances beyond ENGINEER'S control, ENGINEER shall furnish or obtain from others, as circumstances require during construction and without waiting for specific authorization from OWNER, Additional Ser- vices of the types listed in paragraphs 2.2.1 throug(i 2.2.6, inclusive .(except to the extent otherwise pro- vided in Exhibit A "Further Description of Basic Engi- neeringServices and Related Matters").These services are not included as part of Basic Services. ENGINEER shall advise OWNER promptly after starting any such Additional Services which will be paid for by OWNER as indicated in Section S. r~ ~~ .2.2.1. Services in connection with work directive changes and change orders to reflect changes requested by OWNER if the resulting change in compensation for Basic Services is not commensurate with the addi- tional services rendered. z. 2.2.2. Services in making revisions to Drawings and Specifications occasioned by the acceptance of substi- tutions proposed by Contractor(s).; and services after the award of each contract in evaluating and determin- ing the acceptability of an unreasonable or excessive number of substitutions proposed by Contractor. 2.2.3. Services resulting from significant delays, changes or price increases occurringas a direct or indirect result of material, equipment or energy shortages. 2.2.4. Additional or extended services during con- struction made necessary by (1) work damaged by fire or other cause during construction, (2) a significant amount of defective or neglected work of any Contrac- tor, (3) acceleration of the progress schedule involving services beyond normal working hours, and (4) default by any Contractor. 2.2.5. Services (other than Basic Services during the Operational Phase) in connection with any partial uti- lization of any part of the Project by OWNER prior to Substantial Completion. 2.2.6. Evaluating an unreasonable or extensive num- ber of claims submitted b}~ Contractor(s) or others in connection with the work. SECTION 3-O~~~NER'S RESPONSIBILITIES OWNER shall do the following in a timely manner so as not to del•av the services of ENGINEER: representative with respect to the services to he ren- dered under this Agreement. Such person shall have complete authority to transmit instructions, receive information, interpret and define OWNER'S policies and decisions with respect to ENGINEER'S services for the Project. 3.2. Provide all criteria and foil information as to OWNER'S requirements for the Project, including design objectives and constraints, space, capacity and perfor- mance 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 Specifica- tions. 3.3. Assist ENGINEER by placing at ENGINEER's disposal all. available information pertinent to the Proj- ect including previous reports and any other data rel- ative to design or construction of the Project. 3.4. Furnish to ENGINEER, as required for perfor- mance of ENGINEER'S Basic Services (except to the extent provided otherwise in Exhibit A "Further Description of Basic Engineering Services and Related Matters"), the following: 3.4.1. data prepared by or services of others, including without limitation borings, probings and subsurface explorations, hydrographic surveys, lab- oratory tests and inspections of samples, materials and equipment; 3.4.2. appropriate professional interpretations of all of the foregoing; 3.4.3. environmental assessment and impact statements; 3.4.4. property, boundary, easement, right-of-w•ay, topographic and utility surveys; 3.4.5. property descriptions; 3.4.6. zoning, deed and other land use restriction; and 3.4.7. other special data or consultations not cov- ered in Section _': all of ~~hich ENGI\EL:R ma}' use and rely ur,~n in performing services under this Agreement. 3.5. Prove c ~ ~ r •e~-~e-estat~lis reference of coon (except tot e e ~ ij I~~t~~ 7 ~,i' 19 p~i~« • • ~Ihcrwisc i .. ~ ,~ "Further Dc - ~~ tisi~ ;nginccring Servic~ ~ ~ tors") to cnahl`~ s to rocccd with the la 'out o ~+~-.! 3.6. Arrange for access to and make all provisions fur ENGINEER to enter upon public and private property as required for ENGINEER to perform services undet- this Agreement. 3.7. Examine all studies, reports, sketches, Drawings, Specifications, proposals and other documents pre- sented by ENGINEER, obtain advice of an attorney, insurance counselor and other consultants as OWNER deems appropriate for such examination and render in writing decisions pertaining thereto within a reasonable time so as not to delay the services of ENGINEER. 3.8. Furnish approvals and permits. from all govern- mental authorities having jurisdiction over the Project and such approvals and consents from others as may be necessary for completion of the Project. 3.9. Provide such accounting, independent cost esti- mating and insurance counseling services as may be required for the Project, such legal services as OWNER may require or ENGINEER may reasonably request with regard to legal issues pertaining to she Project .including any that may be raised by Contractor(s), such auditing service as OWNER may require. to ascertain how or for what purpose any Contractor has used the moneys paid under the construction contract, and such inspection services as OWNER may require to ascer- tain that Contractor(s) are complying with any law, rule, regulation, ordinance, code or order applicable to their furnishing and performing the work. 3.10. If OWNER designates a person to represent OWNER at the site who is not ENGINEER or ENGI- NEER'sagent oremployee; the duties, responsibilities and limitations of authority of such other person and the affect thereof on the duties and responsibilities of ENGINEER and the Resident Project Representative (and any assistants) will be set forth in an exhibit that is to be identified, attached to and made a part of this Agreement before such services begin. 3.11. If more than one prime contract is to be awarded for construction, materials, equipment and services for the entire Project, designate a person or organization to have authority and responsibility for coordinating the activities among the various prime contractors. 3. ] ~. Furnish to ENGINEER data or estimated figures as to OWNER'S anticipated costs for services to be provided by others for OWNER (such as services pur- suant to paragraphs 3.7 through 3.11, inclusive and other ci~sts of the types referred to in paragraph l."_'.6) su that ENGlNI:ER may make the necessary findings to support opinions of pruhublc Total Project Costs. 3.13. Attend the pre-bid conference, bid opening, pre- construction conferences, construction progress and _ other job related meetings and substantial completion inspections and final payment inspections. 3.14. Give prompt written notice to ENGINEER whenever OWNER observes or otherwise becomes aware of any development that affects the scope or timing of ENGINEER's services, or any defect or non- conformance in the work of any Contractor. 3.15. Furnish, or direct ENGINEER to provide, Addi- tional Services as stipulated in paragraph ?.l of this Agreement or other services as required.. 3.16. Sear all costs incident to compliance with the requirements of this Section 3. SECTION 4-PERIODS OF SERVICE 4.1. The provisions of this Section 4 and the various rates of compensation for ENGINEER's services pro- vided for~elsewhere in this Agreement have been agreed to in anticipation of the orderly and continuous progress of the Project through completion of the Construction Phase. ENGINEER'S obligation to render services hereunder will extend for a period which may reason- ably be required for the design, award of contracts, construction and initial operation of the Project includ- ing extra work and required extensions thereto. If in Exhibit A "Further Description of Basic Engineering Services and Related Matters" specific periods of time for rendering services are set forth or specific dates by which services are to be completed are provided and if such dates are exceeded through no fault of ENGI- NEER, all rates, measures and amounts of compen- sation provided herein shall be subject to equitable adjustment. 4.2. The services called for in the Study and Report Phase will be completed and the Report submitted within the stipulated period indicated in paragraph ? of Exhibit A "Further Description of Basic Engineering Services and Related Matters" after written authorization to proceed with that phase of services ~~'hich ~~~ill be given by OWNER ~+'ithin thirty days after ENGINEER has signed this Agreement. 4.3. After acceptance by OWNER of the Study and Report Phase documents indicating. any specific mod- P<<t;c K ~>f ~ pages l-J ilicatiuns or chanties in the general sco{~e, extent ur character of the Project desired by OWNIiR, and upon written authorization from OWNER. ENGINEER shall proceed with the performance of the services called fur in the Preliminary Design Phase, and shall submit pre- liminary design documents and a revised opinion of probable Total Project Costs within the stipulated period indicated in paragraph 3 of Exhibit A "Further Descrip- tion of Basic Engineering Services and Related Mat- ters". 4.4. After acceptance by OWNER of the Preliminary Design Phase documents and revised opinion of prob- able Total Project Costs, indicating any specific mod- ifications or changes in the general scope, extent or character of the Project desired by OWNER, and upon written authorization from OWNER, ENGINEER shall proceed with the performance of the services called for in the Final Design Phase; and shall deliver Contract Documents and a revised opinion of probable Total Project Costs for all work of Contractor(s) on the Proj- ect within the stipulated period indicated in paragraph 4 of Exhibit A "Further Description of Basic Engi- •neering Services and Related Matters". 4.5. ENGINEER's services under the Study and Report Phase, Preliminary Design Phase and Final Design Phase shall each be considered complete at the earlier of (1) the date when the submissions for that phase have been accepted by OWNER or (2) thirty days after the date when such submissions are delivered to OWNER for final acceptance, plus in each case such additional time as may be considered reasonable for obtaining approval of governmental authorities having jurisdiction to approve the design of the Project. 4.6. After acceptance by OWNER of the ENGI- NEER'sDrawings, Specifications and other Final Design Phase documentation including the most recent opinion of probable Total Project Costs and upon written autho- rization to proceed, ENGINEER shalt proceed with performance of the services called for in the Bidding or Negotiating Phase. This Phase shall terminate and the services to be rendered thereunder shall be consid- ered complete upon commencement of the Construc- tion Phase or upon cessation of negotiations with pro- spective Contractor(s) (except as may otherwise be required to complete the services called for in para- graph 6.'_.?.5). 4.7. The Construction Phase ~+~ill commence with the execution of the first prime contract to he executed for the work oC the Project or any part thereof, and will terminate upon written recommendation by ENGI- NII;R of final pad mcnt un the last prime contract to he completed. Construction Phase services maybe ren- dered at different times in respect of separate prime cunU•acts if the Project involves more than one prime contract. 4,8. The Operational Phase will commence during the Construction Phase and .will terminate one year after the date. of Substantial Completion of the last prime contract for construction, materials and equipment on which substantial completion is achieved. 4.9. If OWNER has requested significant modifications or changes in the general scope, extent or character of the Project, the time of performance of ENGINEER'S services shall be adjusted equitably. 4.10. If OWNER fails to give prompt written authori- zation toproceed with any phase of services after com- pletion of the immediately preceding phase, or if the Construction Phase has not commenced within 360 calendar days (plus such additional time as may be required to complete the services called for under para- graph 6.2.2.5) after completion of the Final Design Phase, ENGINEER may, after giving seven days' written notice to OWNER, suspend services under this Agreement. 4.11. If ENGINEER'S services for design or during construction of the Project are delayed or suspended in whole or in part by OWNER for more than three months for reasons beyond ENGINEER's control, ENGINEER sha'_.1 on written demand to OWNER (but without termination of this Agreement} be paid as pro- vided in paragraph 5.3.2. If such delay or suspension extends for more than one year for reasons beyond ENGINEER's control, or if ENGINEER for any rea- son is required to render Construction Phase services in respect of any prime contract for construction, mate- rials orequipment more than one year after Substantial Completion is achieved under that contract, the various rates of compensation provided for elsewhere in this Agreement shall be subject to equitable adjustment. 4.J2. In the event that the work designed or specified by ENGINEER is to be furnished or performed under more than one prime contract, or if ENGINEER'S ser- vices are to be separately sequenced with the work of one or more prime contractors (such as in the case of fast-tracking), O~~~NER and ENGINEER shall, prior to commencemen; of the Final Design Phase, develop a schedule for performance of ENGINEER'S services during the Final I?e,ign, Bidding or Negotiating and Construction Phase, in order to sequence and coordi- nate properly suc!~, Services as are applicable to the ++ork under such ~.parate ronuacts. This schedule is P:~~:~ y ~,r ~~ r.~~:~, to be prcpv-ed ti~hether or not the work under such Scr~iccs and Related ~latter~", and the provisions of c~mtracts is to proceed concurrcnily and is to he included paragraphs 4.4 through X1.10 inclusive, will be modified in Exhibit A "Further Description of Basic Engineering accordingly. • (The remainder of this page vas left blank intentionally.] i'agr io ~,r 19 ~:,~~, 1,I~M1'sf~n1 MH:rtic~u cil•~ i~,»'~trN•r • SL.CTIUN 5-PAYMENTS TO ENGINEER 5.1. Methods of Payment for Services and Expenses of ENGINEER. 5.1.1. For Bcrsic Services. OWNER shall pay ENGI- NEER for Basic Services rendered under Section 1 (as amended and supplemented by Exhibit A "Further Description of Basic Engineering Services and Related Matters") as follows: 5.1.1.1. One Prirne Contract. If only one prime contract is awarded for construction, materials and equtppment for the Project, a lump sum fee of $ 144, 650.00 for all Basic Services (except ser- vices of ENGINEER'S Resident Project Represen- tative (and assistants) furnished .under paragraph 1.6.2.1 and Operational Phase services furnished under paragraph 1.7);~Ci®Ct~hex~ttXAntcxOtx~tD~xaoX-~itc9c caogc';~Dc~sxaociait;~xs~xd~gsx~CUn~c+YSt~cBo~cl~xi~c a xt~`cfCXa(IX~~SICXaCffi[1f~042SX'~(X~Mf~)~CXt~t~1f1X~X14R ~. ~cxxxxxxxxxxxx~~~plyt~XX *SEE PAGE lla d 5.1.1.2. Several Prime Contracts.Ifmorethanone o but less than 5 separate prime contracts are awarded for construction, materials and equipment ,~ for the Project, a lump sum fee of $14~,~50.00' for all Basic Services (except services of ENGI- ~~ NEER's Resident Project Representative (and assts- tants) furnished under paragraph 1.6.2.1 and Oper- ational Phase services furnished under paragraph 1.7); -Y~I~K}~c~l~hi2f~d4It1G~~gtX~ISX X~V~X~t~crkd~sx~'i~xrKs~IOId:~cPcit~oR~(~1C~~s}~X~r34~c ~pg~jragy~~kg~~¢'~{X~,{,X x x x x x x x x x }I'~(~( ~~~X 5.1.1.3. Resident Project Seri~ices. For services of ENGINEER'S Resident Project Representative (and assistants) furnished under paragraph 1.6.2.1, on the basis of Salary Costs times a factor of 2 - I for services rendered by principals and employees assigned to resident Project representation. 5.1.1.4. Operational Phase .Seri~ices. For Oper- ational Phase services furnished under paragraph 1.7, an amount equal to ENGINEER'S Salary Costs times a factor of 2 1 for services rendered by prin- cipals and employees engaged ~3irectly on the Project. 5.1?. For Aclclitinnul Services. OWNER shall pay ENGI'v'EER for Additional Services rendered under Section ? a, follows: 5.1.2.1. General. For Additional Services of ENGINEER'S principals and employees engaged directly on the Project and rendered pursuant to para- graph 2. I or 2 ' lexcept services as a consultant or witness under paragraph. 2.1.13), on the basis of ENGINEER'S Salary Costs times a factor of 2.1 , 5.1.2.2. Professional Associates and Consultants. For services and Reimbursable Expenses of inde- pendent professional associates and consultants employed by ENGINEER to render Additional Ser- vices pursuant to paragraph 2.1 or 2.2, the amount billed to ENGINEER therefor times a factor of 1.1 5.1.2.3. Serving as a Witness. For services ren- dered by ENGINEER's principals and employees as consultants or witnesses in any litigation, arbitration or. other legal or administrative proceeding in ac- cordance with paragraph 2..1.13,. at the rate of $ 850.00 per day or any portion thereof (but com- pensation for time spent in preparing to appear in any such litigation, arbitration or proceeding will be on the basis provided in paragraph 5.1.2.1). Com- pensation for ENGINEER's independent profes- sional associates and consultants will be on the basis provided in paragraph 5.1.2.2. 5.1.3. For Reimbursable Expenses. In addition to pay- menu provided for in paragraphs 5.1.1 and 5.1.2, OWNER shall pay ENGINEER the actual costs of all Reimbursable Expenses incurred in connection with all Basic and Additional Services. 5.1.4. The terms ."Salary Costs" and "Reimbursable Expenses" have the meanings assigned to them in para- graph 5.4. 5.2. Times of Payments. 5.2.1. ENGINEER shall submit monthly statements for Basic and Additional Services rendered and for Reimbursable Expenses incurred. The statements will be based upon E'`GI\EER's estimate of the propor- tion of the total sere ices actually completed at the time of billing. OWNER Shall make prompt monthl}~ pay- ments in response to ENGINEER'S monthly srite- ments. Page l l uf~ 1~ rageti • • $,3, Other Provisions Concerning; Pa~~ments. 5,3, 1. if OWNER fails to make any payment due ENGINEER for services and expenses within thirty days after receipt of ENGINEER'S statement therefor, the amounts due ENGINEER will be increased at the. rate of 1% per month from said thirtieth day, and in addition, ENGINEER may, after giving seven days' written notice to OWNER, suspend services under this Agreement until ENGINEER has been paid in full all. amounts due for services, expenses and charges. -5.3.2. In the event of termination by OWNER under paragraph 7.1 upon the completion of any phase of the Basic Services, progress payments due ENGINEER for services rendered through such phase shall consti- tute total payment for such services. In the event of such termination by OWNER during any phase of the Basic Services, ENGINEER will be paid for services rendered during tha~i phase on the basis of ENGI- NEER's Salary Costs times a factor of " ' for services rendered during that phase to date of termi- nation by ENGINEER'S principals and employees engaged directly on the Project. In the event of any such termination, ENGINEER also will be reimbursed for the charges of independent professional associates. and consultants employed by ENGINEER to render Basic Services, and paid for all unpaid Additional Ser- vices and unpaid Reimbursable Expenses, plus all ter- mination expenses. Termination expenses mean Reim- bursable Expenses directly attributable to termination, which, if termination is at OWNER's convenience, shall include an amount computed as a percentage of total compensation for Basic Services earned by ENGI- NEER to the date of termination, as follows: 20% if termination occurs after commencement of the Preliminary Design Phase but prior to commence- ment of the Final Design Phase; or 10~/c, if termination occurs after commencement of the Final Design Phase: 5.3.3. Records of ENGINEER'S Salary Costs perti- nent to ENGINEER'S compensation under this Agree- ment will be kept in accordance with generally accepted accounting practices. Copies will be made available to OWNER at cost on request prior to final payment for ENGINEER'S services. x.3.4. Whenever a factor is applied to Salary Costs in determiningcompensationpayable to ENGINEEKthat factor will be adjusted periodically and equitably to reflect changes in the various elements that comprise such factor. All such adjusuncnts will be in accordai~cc with generally accepted ar.:ounting practices as applied on a consistent hash by ENGINEER and consistent with ENGINLER's overall compensation practices and praccdures. 5.4, .Definitions.. 5.4.1. The Salary Costs used as a basis for payment mean salaries and wages (basic and incentive). paid to all ENGINEER'S personnel engaged directly on the Project, including,. but not limited to, engineers, archi- tects, surveyors, designers, draftsmen, specification writers, estimators, other technical and business per- sonnel; plus the cost of customary and statutory ben- efits including, but not limited to, social security con- tributions, unemployment, excise and payroll taxes, workers' compensation, health and retirement benefits, sick leave, vacation and holiday pay and other group benefits. For the purposes of this Agreement, the prin- cipals of ENGINEER and their current hourly Salary Costs. are: See Attached Itemization by Employee Classification -SEE PAGE 12a The hourly Salary Costs of principals of ENGINEER will be adjusted equitably to reflect changes in person- nel and in ENGINEER'S overall compensation pro- cedures and practices. The amount of customary and statutory benefits of all other personnel of ENGINEER will be considered equal to 140 % of salaries and wages, subject to equi- table adjustment to reflect changes in ENGINEER'S overall compensation procedures and practices. 5.4.2. Reimbursable Expenses mean the actual expenses incurred by ENGINEER or ENGINEER'S indepen- dent professional associates or consultants, directly or indirectly in connection with the Project, such as expenses for: transportation and subsistence incidental thereto; obtaining bids or proposals from Contractor(s); providing and maintaining field office facilities including furnishings and utilities; subsistence and transportation of Resident Project Representatives and their assis- tants; toll telephone calls and telegrams: reproduction of reports, Dra~~ ings, Specifications. Bidding Docu- ments, and similar Project-related items in addition to those required under Section 1; and, if authorized in advance by OVvtiER, overtime work requiring higher than regular rate. COLE ASSOCIATES INC. January 1, i9y1 5.4 Definitions Section 5.4.1 The followin5 is a list of maximum billable hourly rates for the various categories of employees. 4~ork on a project will be invoiced at the actual billable hourly rate of the employee workirig`on the project, but will not exceed the maximum listed for each category. ENGINEERING DIVISION MAXIMUM BILLABLE CLASSIFICATION HGURLY RATE Vice President $90.00 Department Head (Engineer VI) 67.00 n Engineer V 62.50 Project Manager/Certified Industrial Hygienist (Eng.IV) 61.00 Project Engineer/Industrial Hygienist (Engineer III) 56.50 Design Engineer, Environmental Specialist (Engineer II) 51.00 Graduate Engineer (Engineer I) 46.00 Technician V Senior Draftsperson, Construction Project Coordinator 45.00 Technician IV Design Draftsperson, Survey Party Chief Project Supervisor (Construction) 43.50 Technician IIi Senior Draftsperson, Survey Instrumentman, Project Supervisor (Construction, Small Projects) Division Secretary ~ 34.50 Technician II - Draftsperson, Department Secretary, Survey Rodman-Chainman 32.50 Technician I Trainee: Draftsperson, Clerk, Rodman-Chainman 25.00 These rues are subject to revision on Januar~~ 1, 1992 J NOTE: Industrial Hygienist I equates to Engineer i, etc. Page 12a of 19 (13 of 19) LJ Section 5.1.1.1.1. Payment to Engineer far Basic Basic Services for Une Prime Contract 5.1.1.1.1.1. Report Phase ~ 2,500 5.1.1.1.1.2. Survey 8,650 5.1.1.1.1.3. Preliminary Design 43,000 - 5.1.1.1.1.4. final Design 84,000. 5.1..1.1.1.5. Right-of-Way Services .2,250 5.1.1.1.1.6. Bid Phase Services 3,000 5.1.1.1.1.7. Utility Agreements 750 5.1.1.1.1.8. Permit Applications 500 Total Fee for Engineering Services, not including Construction Phase. Services. $144,650 • Page lla of 19 (14 of 19) S1:C"I'lON (,-CONST'RUCT'ION COST AND • OPINIONS OF COST' 6.1. Construction Cost. The construction cost of the entire Project (herein referred to as "Construction Cost") means the total cost to OWNER of those portions of the entire Project designed and specified by ENGINEER, but it will not .include. ENGINEER's compensation and expenses, the cost of land, rights-of--way, or compensation for or damages to, properties unless this Agreement so specifies, nor will it include OWNER's legal, accounting, insurance counseling or auditing services, or interest and financ- ing charges incurred in connection with the Project or the cost of other services to be provided by others to OWNER pursuant to paragraphs 3.7 throughh 3.11, inclusive. [Construction Cost is one of the items com- prising Total Project Costs which is defined in para- graph 1.2.5.] 6.2. Opinions of Cost. 6.2.1. Since ENGINEER has no control over the cost of labor, materials, equipment or services furnished by others, or over the Contractor(s)' methods. of deter- anining prices, or over competitive bidding or market conditions, ENGINEER'S opinions of probable Total Project Costs and Construction Cost provided for herein 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 engineer, familiar with the construction industry; but ENGINEER cannot and does not guarantee that pro- posals, bids or actual Total .Project or Construction Costs will not vary from opinions of probable cost prepared by ENGINEER. If prior to the Bidding or Negotiating Phase OWNER wishes greater assurance as to Total Project or Construction Costs, OWNER shall employ an independent cost estimator as provided in paragraph 3.9. 6.2.2. If a Construction Cost. limit is established by written agreement between OWNER and ENGINEER and specifically set forth in this Agreement as a con- dition thereto, the following will apply: b.~.~.2. Any CunsU•uctiun Cost limit so estab- lished will include <<coniingency often percent unless another amount is agreed upon in writing. 6.2,2.3. ENGINEER will be permitted to deter- mine what types of materials, equipment and com- ponent systems are to be included in the Drawings •and Specifications and to make reasonable adjust- ments in the general scope, extent and character of the Project to bring it within the cost limit. 6.2.2.4. if the Bidding or Negotiating Phase has not commenced within six months after completion of the Final Design Phase, the established Construc- tion Cost limit will not be binding on ENGINEER, and OWNER shall consent to an adjustment in such cost limit commensurate with any applicable change in the general level of prices in the construction indus- try between the date of completion of the Final .Design Phase and the date on which proposals or bids are sought. 6.2.2.5. If the lowest bona fide proposal or bid exceeds the established Construction Cost limit, OWNER shall (1) give written approval to increase such cost limit, (2) authorize negotiating or rebidding the Project within a reasonable time, or (3) cooperate in revising- the Project's general scope, extent or character to the extent consistent with the Project's requirements and with sound engineering .practices. In the case of (3), ENGINEER shall modify the Con- tract Documents as necessary to bring the Construc- tion Cost within the cost limit. In lieu of other com- pensationfor services in making such modifications, OWNER shall pay ENGINEER, ENGINEER'S cost of such services, all overhead expenses reasonably related thereto and Reimbursable Expenses, but without profit to ENGINEER on account of such services. The providing of such service will be the limit of ENGINEER'S responsibility in this regard and, having done so, ENGINEER shall be entitled to payment. for services in' accordance with this Agreement and will not otherwise be liable for dam- ages attributable to the lowest bona fide proposal or bid exceeding the established Construction Cost. SECTION 7-GENERAL CONSIDERATION 6.'?.~.1. The acceptance by OWNER at any time during the Basic Services of a revised opinion of 7.1. Termination. prohable Total Project or Construction Costs in excess of the then established cost limit will constitute a The obligation to provide further services under this corresponding revision in the Construction Cost limit Agreement may he terminated by either party upon to the extent indicated in such revised opinion. thirty days' written notice in the event of substantial Page 1 ~ of ~Q_ pages failure by the other party to perform in accur~lanre tiith the term; hcra,f through nu 1<wlt of the terminating party. 7.2. Keuse of Documents. All documents including Drawings and Specifications prepared or furnished by ENGINEER (and ENGI- ~~ NEER's independent professional associates and con- sultants) pursuant to this Agreement are instruments of service in respect of the Project and ENGINEER shall retain an ownership and property interest therein whether or not the Project is completed. OWNER may make and retain copies for information and reference in connection with the use and occupancy of the Project by OWNER and others; however, such documents are not intended or represented to be suitable for reuse by OWNER or others on extensions of the Project or on any other project. Any reuse without written verifica- tion or adaptation by ENGINEER for the specific pur- poseintended will be at OWNER's sole risk and without IiabiIity or legal exposure to ENGINEER, or to ENGI- NEER's independent professional associates or con- sultants, and OWNER shall indemnify and hold harm- less ENGINEER and ENGINEER's independent professional associates and consultants from all claims, damages, losses and expenses including attorneys' fees arising out of or resulting therefrom. Any. such verti- fication or adaptation will entitle ENGINEER to further compensation at rates to be agreed upon by OWNER and ENGINEER. 7.3. Insurance. 7.3.1. ENGINEER shall procure and maintain insur- ance for protection from claims under workers' com- pensation acts, claims for damages because of bodily injury including personal injury, sickness or disease or death of any and all employees or of any person other than such employees, and from claims or damages because of injury to or destruction of property including loss of use resulting therefrom. 7.~3. Controllint; Laic. "fhi; Agreement i, to he governed by the law of the principal place of business of ENGINEER. 7.5. Successors and Assigns. '7.5.1. OWNER and ENGINEER each is hereby bound ' and the partners, successors, executors, administrators and legal representatives ofOWNER and ENGINEER (and to the extent permitted by paragraph 7.5.2 the -assigns of OWNER and ENGINEER) are hereby bound to the other party to this Agreement and to the partners, successors, executors, administrators and legal repre- sentatives (and said assigns) of such other party, in respect of all covenants, agreements and obligations of this Agreement. 7.5.2. Neither OWNER nor ENGINEER shall assign, sublet or transfer any rights under or interest in (includ- ing, but without limitation, moneys that may become due or moneys that are due) this Agreement without the written consent of the other, except to the extent that any assignment, subletting or transfer is mandated by law or the effect of this limitation may be restricted bylaw. Unless specificallystated tothe contrary in any written consent to an assignment, no assignment will release or discharge the .assignor from any duty or responsibility under this Agreement. Nothing con- tained inthis paragraph shall prevent ENGINEER from employing such independent professional associates and consultants as ENGINEER may deem appropriate to assist in the performance of services hereunder. 7.5.3. Nothing under this Agreement shall be con- strued to give any rights or benefits in this Agreement to anyone other than OWNER and ENGINEER, and 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. 1The remainder of this pale ~~~as left blank intentionally.) Yagc Ifs cif l~ ~agcs f~ 7.b. Arbitration. 7.Y I. All claims, counterclaims, disputes and other matt -~ in question between the parties hereto arising out ofor i elating to this Agreement orthe breach thereof will be decided by arbitration in accordance with the Construction In2tustry Arbitration Rules of the Amer- ican ArbiU•ation Ass iation then obtaining, subject to the limitations and res 'ctions stated in paragraphs 7.6.3 and 7.6.4 below. Thi greement so to arbitrate and any other agreement or con nt to arbitrate entered into in accordance herewith as pr ided in this para- graph 7.6 will be specifically enforc ble under the prevailing law of any court having jurisdi 'on. 7.6.2. Notice of demand for arbitration must be ed in writing with the other parties to this Agreement an with the American Arbitration Association. The demand must be made within a reasonable time after the cla' , dispute or .other matter in question :has arisen. no event may the demand for arbitration be mad fter the date when institution of legal or equitable roceedings based on such claim, dispute or other m ter in question would be barred by the applicable st ate of limitations. ?.6.3. All demands for ai•b' ation and all answering statements thereto whit nclude any monetary claim must contain a state nt that the total sum or value in controversy as alle d by the party making such demand or answering atement is not more than $200,000 (exclusive o nterest and costs) and the arbitrators will not hav urisdiction, power or authority to render a mon ry award in response thereto against any. party w ch totals more than $200,000 (exclusive of interest anti costs). The arhiUators ++ill nut hart jurisdiction, j~c~wer ur authority to runsider. or make findings te~cept in denial of their awn jurisdiction) concerning and claim, counterclaim, dispute orother matterin question where the amount in controversy of any such claim. counter- claim, dispute or matter is more than $'_'00,000 (exclu- sive of interest and costs). 7.6.4. No arbitration arising out of, or relating to, this Agreement may include, by consolidation, joinder or in any other manner, any person or entity who is not a party to this A~i-eement. 7.6.S.~y written consent signed by all the parties to thi~greement and containing a specific reference hereto, ~.h,e limitations and restrictions contained in paragraphs 7.6.3 and 7.6.4 may be waived in whole or in part as to any claim, counterclaim, dispute or other matter spe- tally described in such consent. No consent to arbi- tratt in respect of a specifically described claim, counter im, dispute or other matter in question will constitute c sent to arbitrate any other claim, coun- terclaim, dispu or other matter in question which is not specifically des 'bed in such consent. or in which the sum or value in ntroversy exceeds $200,000 (exclusive of interest and sts) or which is with any party not specifically describe herein. 7.6.6. The award rendered by the a 'trators will be final, judgment may be entered upon it ' any. court having jurisdiction thereof, and will not be ject to modification or appeal except to the extent per ' ted by Sections 10 and 11 of the Federal Arbitration A (9 U.S.C. §§10, I1). [The remainder of this page was left blank intentionall}•.] 1'agc 17 01 ~ 9 pales (This page was left blank intentionally.] !~ i SECTION 8-SPECIAL I'KUVISIC)NS, I:X111I~ITS an~i SCH1;1)ULI:S. 8.1. This Agreement is subject to the following special provisions. 8.1.1. 8.2. The following Exhibits are attached to and made a part of this Agreement: 8.2.1. Exhibit A "Further Description of Basic Engineering Services and Related Matters" consisting of 5 pages. 8.2.2. Exhibit B "Duties, Responsibilities and Limitations of Authority of Resident Project Representative" consisting of 'i- pages. 8.2.3. 8.3. This Agreement (consisting of pages 1 to 19 ,inclusive) together with the Exhibits and schedules identified above constitute the entire agreement between OWNER and ENGINEER and supersede all prior written or oral understandings. This Agreement and said Exhibits and schedules may only be amended, supplemented, modified or cancelled by a duty executed written instrument. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as of the day and year first above written. OWCITY~OF SOUTH BEND ~ ~i , ENGINEER: BOARD OF PUBLIC WORKS ~`~` ~G 9`~ COLE ASSOCIATES INC. ~~ -~ Y ~,ddre~, for givin_ novices: 2211 E. Jefferson Blvd. South Bend, IN 46601 South Bend, IN 46615 P.i~.c 19 ~,~" 19 n.it:c~ County-City Building EXHI(31'1' A'l~O AC;KIEAIEN"l~ 13Ii"1'Wh;GN OWNt:R ANI) L-:NGINEER FOR PROFESSIONAL Sl.RVICES, dated 19_ (fur use with No. 191(1-1, 1984 Edition). Further Description of Basic Engineering Services and Related Matters 1. This is an exhibit attached to, made a part of and inco orated by reference into the Agreement made on - , - 19 between C1 ty of South Bend, Board of Publ i C Works (OWNER) and (ENGINEER) providing for professional engineering services. The Basic Services of Engineer as described in Section 1 of the Agreement are amended or supplemented as indicated below and the time periods for the performance of certain services as indicated in Section 4 of the Agreement are stipulated as indicated below. 2. During the Study and Report Phase ENGINEER shall: K~axoa~~~s;>axxoc~i~eta>~~axp~t~xg~}aiaxix~ The Study and Report Phase Services will be completed and the Report submitted within 15 calendar days following ?,vritten authorization from OWNER to ENGINEER to proceed with that phase of services. 3. During the Preliminary Design Phase ENGINEER shall: (insert amendments or supplements to paragraph 1.3.) The Preliminary Desi n Phase Services will be completed and ENGINEER's documentation and opinion of costs submitted within 4~ calendar days following written authorization from OWNER to ENGINEER to proceed with that phase of services. 4. During the Final Design Phase ENGINEER shall: (insert amendments or supplements to paragraph 1.4.) The Final Design. Phase Services will be completed and Contract Documents and ENGINEER's opinion of costs submitted within 6~ calendar days following written authorization from OWNER to ENGINEER to proceed with that phase of services. [If the construction work is to be performed under more than one prime contract and the times of performance are to be staggered, the provisions of paragraph 4.12 will probably apply and it will be necessary to prepare a special schedule for the Final Design Phase Services.] 5. During the Bidding or Negotiating Phase ENGINEER shall: -~t~P:Li!C >~~~C A 4~4t'~i4 ~c9cn(~i~D}~iF~14C9~R ~ ~t)Pt';~p(}X ~ X`x ) [If the construction work is to be performed under more than one prime contract and the times of performance are to be staggered, the provisions of paragraph 4.12 will probably apply and it will be necessary to prepare a special schedule for the Bidding or Negotiating Phase Services.] 6. During the Construction Phase ENGINEER shall: (insert amendments or supplements to paragraph 1.6.) {If the construction work is tote performed under more than one prime contract and the times of performance are to be staggered, the provisions of paragraph 4.12 will probably apply and it will be necessary to prepare a special schedule for the Construction Phase Services.) jIf an outside date for completion of construction is to be added, it should be added here.] Note : This change has to be coordinated with those in ~~4.1 and 4.7. 7. During the Operational Phase ENGINEER shall: Nas(xr<xaa~etadvn7e~a;~x~awcs~txs~x~t~x~>%~~~4 ~ lf' an outside date for completion of all services is to be added, it should be added here.] Nntr~: This change is to he coordinated with those in x''4.1 and 4.K. vu 1 of 5 • tXHIRI I' 13'1'O ;1(i}Ztai111N"1' 13I?'I'ti'I:}:N O~~'NER AND tN(~INE:FR t=()K PRO}=l~.titil()NAL SERVICES, dated .19_ if"ur use ~~ith Nu. 1910-1, 198a Edition}, A LISTING OF THE llUTIES, RESPONSIBILITIES ANU LIMITATIONS OF AUTHORITY OF 1'HE RESIDENT' PROJECT REPRESENTATIVE. This is an Exhibit. attached 10, made a part of and incorporated by reference with the Agreement made on , 19 ,between ity of South Bend 80drd Of ~Pub11C WOrkS (OWNER) and (ENGINEER) - providing for professional engineering services. ENGINEER shall furnish a Resident Project Representative (RPR), assistants and other field staff to assist ENGINEER in observing performance of the work of Contractor. Through more extensive on-site observations of the work in progress and field checks of materials and equipment by the RPR and assistants, ENGINEER shall endeavor to provide further protection for OWNER against defects and deficiencies in the work of CONTRACTOR; but, the furnishing of such services will not make ENGINEER responsible for orgive ENGINEER control over construction means, methods. techniques, sequences or procedures or for safety precautions or programs, or responsibility for CONTRACTOR'S failure to perform the Work in accordance with the Contract Documents and in particular the specific limitations set forth in paragraph 1.6 of the Agreement are applicable. The duties and responsibilities of the RPR are limited to those of ENGINEER in ENGINEER'S agreement with the OWNER and in the construction Contract Documents, and are further limited and described as follows: A. General RPR is ENGINEER's agent at the site, will act as directed by and under the supervision of ENGINEER, and will confer with ENGINEER regarding RPR's actions. RPR's dealings in matters pertaining to the on-site work shall in general be with ENGINEER and CONTRACTOR keeping OWNER advised as necessary. RPR's dealings with subcontractors shall only be Through or with the full knowledge and approval of CONTRACTOR. RPR shall • generally communicate with OWNER with the knowledge of and under the direction of ENGINEER. E, Duties and Responsibilities of RPR I. Schedules: Review the progress schedule, schedule of Shop Drawing submittals and schedule of values prepared by CONTRACTOR and consult with ENGINEER concerning acceptability. 2. Conferences and Meetings: Attend meetings with CONTRACTOR, such as preconstruction conferences, progress meetings, job conferences and other project-related meetings, and preaare and circulate copies of minutes thereof. 3, Liaison: a. Serve as ENGINEER'S liaison with CONTRACTOR, working principally through CONTRACTOR's superintendent and assist in understanding the intent of the Contract Documents; and assist ENGINEER in serving as OWNER's liaison with CONTRACTOR when CONTRACTOR'S operations affect OWN- ER'S on-site operations. b. Assist in obtaining from OWNER additional details or information, when required for proper execution of the Work. Shop Drax~ings and Samples: a. Record date of receipt of Shop Drawings and samples. b. Receive samples which are furnished at the site by CONTRACTOR, and notify ENGINEER of avail- ability of samples for examination. c. Advise ENGINEER and CON T RACTOR of the commencement of any Work requiring a Shop Drawing or sample if the submittal has not been approved by ENGINEER. ~. IZc>>~+c~~+~ of 6~'ork, Rejertinfr cif Defectii~e Work. Inspections curd Te~:.~: a. Conduct on-site observations of the 1Vork in progress to assist ENGINEER in determining if the Work is in general proceeding in accordance with the Contract Documents. h. Report to ENGINEER whenever RPR believes that any Work i~ unsatisfactory, faulty or defective or d~~es not conform to the Contract Documents, or has heen damaged, or does ni)t meet the requirements vui 1 of 3 EXHIBIT A FURTHER DESCRIPI~IUN OF BASIC ENGINEERING SERVICES AND RELATED MATTERS Paragraph 2.2. Master Plan The Master Plan prepared by -0WNEk shall be~considered to~ satisfy the requirements of Paragraphs 1.2.4, 1.2.5, 1.2.6, and 1.2.7. If further information is required by OWNER to fulfill the requirements for Paragraphs 1.2.4 thru 1.2.7, the work required to provide such information shall be considered as "Additional Services" fn accordance with Section 2 and Section 5. Paragraph 3.1. Further Project Description U This scope of serv ice covers the necessary survey, design, right-of-way plats, and 1ega1 descriptions and construction inspection services for the relocation of Old Cleveland Road from the-east end of the Old .Cleveland Road Bridge over the U.S. 31 South Bend Bypass east to Mayflower Road. This project includes relocated roadway, new sanitary sewers,-water mains, storm water drainage and lighting. Provisions are to be made for electrical service, telephone service and gas service, however, the actual design of these services is not a part of this contract. Paragraph 3.2. Survey Design ~is to be based upon aerial. mapping furnished by the OWNER. Survey requirements-are for those items necessary, to supplement the aerial survey. 3.2.1. Locate and establish the Section Corners and Quarter Section corners necessary to locate survey lines and property lines. 3.2.2. Stake centerline geometries and reference control points. 3.2.3. Locate underground transmission pipelines 3.2.4. Determine centerline profile .elevations at 100 foot intervals or as needed, to verify the aerial survey contour information. 3.2.5. Set Bench Mark elevations at appropriate intervals for use in survey and construction. 3.2.6. Locate existing property lines for U.S. 31, To11 Road, Mayflower Road and present Old Cleveland Road. 3.2.7. Verify invert elevations for the existing sewer in present Old Cleveland Road. 3.2.8. Stake lot corners. 3.2.9. Staking of the centerline, centerline .control points, reference points,. bench marks and iot corners shall be accomplished one (1) time. Re-staking shall be an additional service. 2of5 • EXHIBIT A FURTHER DESCRIPTION OF BASIC ENGINEERING SERVICES AND RELATED MATTERS Paragraph 3.3. Design _u. 3.3.1. Prepare plan and profile sheets from aerial survey data. 3.3.2. Prepare plans in accordance with the .Indiana Department of Transportation (INDOT) Design Manual, Volumes I and II. 3.3.3. Review OWNER's standards and specifications for conflicts with INDOT criteria. Recommend and receive OWNER's approval of procedure where such conflicts occur. 3.3.4. Water :lines and sanitary sewer lines are to be shown on the road .design plan sheets unless separate sheets are required for clarity. Use of separate plan sheets is to be reviewed by the OWNER and OWNERS concurrence received. 3.3:5. Storm Drainage 3.3.5.1. ..;.Provide roadway storm drainage in accordance with III-B. 3.3.5.2. Recommend and receive OWNER'S concurrence for • ~ off site retention and/.or detention of storm water. 3.3.5.3. Design shall include transportation to off site • storm water retention and/or detention sites. 3.3.5.4. Provide plats and legal descriptions for drainage easements and/or dedication for off site storaye areas. 3.3.5.5. Provide coordination with other Public Agencies having authority over storm water drainage including, as required, the St. Joseph County Drainage Board, the Indiana Toll Road, INDOT, Indiana Department of Natural Resources and the Corps of Engineers. 3.3.5.6. Item III-E-5 shall be interpreted to include wetlands. 3.3.6. I/N Kote Sanitary Sewer Provide coordination-and provisions for. construction of the I/N Kote Sanitary Sewer and appurtenances. Paragraph 3.4. Adjacent Roadways and Streets Portions of this design is dependent upon the design. of adjacent projects being processed concurrently or early in the design period. If these projects are not advances, ENGINEER will be required to perform preliminary investigations as additional services. Paragraph 3.5. Water Line Design or" the water line to loop by cemple~iny a connection in • existing Dld Cleveland Road right-ef-way. 3 of 5 EXHIBIT A FURTHER DESCRIPTION OF BASIC ENGINEERING SEFtViCES ANU RELATED MATTERS Paragraph 4.1. ...complete the final design phase for the design as defined in Section 3 of this Exhibit "A". Paragraph 4.2. Rights-of-Way 4.2.1. Roadway ~- .4.2.1.1. Provide-plats and legal description(s) for roadway rights-of-way. 4.2.1.2•. Provide a plat similar to a subdivision plat for the dedication of rights-of-way. 4.2.1.3. Coordinate with the St. ~eseph County Area Plan Commission for acceptability. 4.2.1.4. Make presentation to Area Plan Commission and City Council for Plat approval. 4.2.2. Utility Easements 4.2.2.1. Prepare legal descriptions for drainage and utility easements. 4.2.3. .Right-of-Way Services not included 4.2.3.1. Rights-of-Way services do not include appraisal and buying services, Paragraph 4.4. Utility Agreements and Coordination 4.4.1.. Coordinate utility design with public and private uti]ities. 4.4.2. .Furnish utility agreements covering construction in the public right-of-way using standard agreement forms. 4.4.3. Furnishing of agreements under this Section 4.4. does not include legal or negotiating service nor does it include the development of specific agreement forms beyond the scope of the standard agreement forms used in Local Public Agency - INDOT projects. Paragraph 4.5. Regulatory Agency Permits 4.5.1. .ENGINEER shall prepare application for construction permits for submission to the Indiana Department of Environmental Management (1DEM) for both sanitary sewers and potable water transmission lines. 4.5.2. ENGINEER shall submit permit application(s) and required supporting documentation to OWNER for review, execution, and submission to 1DEM. 4.5.3. OWNER shall pay any permit application fees. • 4of5 EXHIBIT A FURTHER DESCRIPTIG~i OF BASIC ENGIfdEERING SERVICES AND RELATED MATTERS Section 6 _.. ,:x.,. ~.. It is recognized and agreed that ENGINEER does not control the time of service during the Construction Phase and that such service is dependent upon the Contractor's prosecution of the work. Any estimate for the ENGINEER'S service during. construction is based upon the ENGINEER'S best judgement. The actual services to be performed during the construction phase shall be adjusted to conform to the Contractor's schedule. Section 7 Prepare operation and maintenance manuals for the operation of sanitary sewer lift station(s) and water booster pump(s), as may be included in the project. • 5of5 of any inspection, test or approval required to he made; and ad~~is~ ENGINEI~R uC Wurk that RPR • helicves should he corrected or rejected ur should he uncovered fur observation, ur requires special testing, inspection or approv~il• c. Verify that tests, equipment and syste-ns startups and operating and maintenance training are conducted in the presence of appropriate pe--sonnel, and that CONTRACTOR maintains adequate records thereof; -and observe, record and report to ENGINEER appropriate details relative to the test procedures and startups. ~ . , d. Accompany visiting inspectors. representing public or other agencies having jurisdiction over the Project, record he results of these inspections and report to ENGINEER. 6. Interpretation of Contract Documents: Report to ENGINEER when clarifications and interpretations of the Contract Documents are needed and transmit to CONTRACTOR clarifications and interpretations as issued by ENGINEER. 7. ,'flodifrcations: Consider and evaluate CONTRACTOR's suggestions for modifications in Drawings or Specifications and report with RPR's recommendations to ENGINEER. Transmit to CONTRACTOR decisions as issued by ENGINEER. 8. Records: a. Maintain at the job site orderly files for correspondence, reports of job conferences, Shop Drawings and samples, reproductions of original Contract Documents including all Work Directive Changes, Addenda, Change Orders,- Field Orders, additional Drawings issued subsequent to the execution of the Contract, ENGINEER's clarifications and interpretations ofthe Contract Documents; progress reports, and other Project related documents. b.. Keep a diary or log book, recording CONTRACTOR hours on the job site, weather conditions, data relative to questions of Work Directive Changes, Change Orders or changed conditions, list of job site visitors, daily activities, decisions, observations in general, and specific observations. in more detail as in the case of observing test procedures; and send copies to ENGINEER. • c. Record names, addresses and telephone numbers of all CONTRACTORS, subcontractors and major suppliers .of materials and equipment. ~> Reports: a. Furnish ENGINEER periodic reports as required of progress of the Work and of CONTRACTOR'S compliance with the .progress schedule and schedule of Shop Drawing and sample submittals. b. Consult with ENGINEER in advance of scheduled major tests, inspections or start of important phases of the Work. c. Draft proposed Change Orders and Work Directive Changes, obtaining backup material from CON- TRACTORand recommend to ENGINEER Change Orders, Work Directive Changes, and Field Orders. d. Report immediately to ENGINEER and OWNER upon the occurrence of any accident. 0. Payment Requests: Review applications for payment with CONTRACTOR for compliance with the estab- lished procedure for their submission and forward with recommendations to ENGINEER, noting partic- ular!} the relationship of the payment requested to the schedule of values, Work completed and materials and equipment delivered at the site but not incorporated in the Work. 11. Certificates, Maintenance and Operation Manuals: During the course of the Work, verify that certificates, maintenance and operation manuals and other data required to be assembled and furnished by CON- TRACTOR are applicable to the items actually installed and in accordance with the Contract Documents, and have this material delivered to ENGINEER for review and forwarding to OWNER prior to final payment for the Work. 12. Completion: a. Before ENGINEER issues a Certificate of Substantial Completion. submit to CONTRACTOR a list of observed items requiring completion or correction. b. Conduct final inspection in the company of ENGINEER. OWNER. and CONTRACTOR and prepare . a final list of items to be completed or corrected. c. Observe that all items on final list have been completed`or corrected and make recommendations to ENGINEER concerning acceptance. '~ 2 of 3 .,, ~- C. Limitations of Authority Resident Project Rcprescntati~e: I. Shall not authorize any deviation from the Contract Uu~uments or suhstitution of materials or equipment, unless authorized by ENGINEEK. '_'. Shallnot exceed limitations of ENGINEER'S authority. as set forth in the Agreement or the Contract Documents. 3. Shall not undertake any of the responsibilities of`CONTRACTOR, subcontractors or CONTRACTOR'S'" superintendent. 4. Shall not advise on, issue directions relative to or assume control over any aspect of the means, methods, techniques, sequences or procedures of construction unless such advice or directions are specifically required by the Contract Documents. 5. Shall not advise on, issue directions regarding or assume control over safety precautions and programs in connection with the Work. 6. Shall not accept Shop Drawing or sample submittals from anyone other than CONTRACTOR. 7. Shall not authorize OWNER to occupy the Project in whole or in part. 8. Shall not participate in specialized field or laboratory tests or inspections conducted by others except as specifically authorized by ENGINEER. x 3of3 J STANDARD FORM OF AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES L :ti., J ~ ~, } ~ . .This document has important legal consequences;consultation with anattorney is encouraged with respect to its completion or modification. THIS IS AN AGREEMENT made as of ~~ J `t V rl~% ~~ 19 ~/ between City of South Bend, by and through it's Board of Public Works (OWNER) and Cole Associates Inc. , 2211 E. Jefferson Blvd. , South Bend, IN 46615 (ENGINEER). OWNER intends to prepare plans, specifications and right-of-way drawings and related . items necessary for the purchase of rights-of-way and the construction of Mayflower Road from relocated Old Cleveland Road to the south approximately 2,700 lineal feet with a boulevard type landscaped median. (hereinafter called the Project). OWNER and ENGINEER in consideration of their mutual covenants herein agree in respect of the performance of professional engineering services by ENGINEER and the payment for those services by OWNER as set forth below. SECTION 1-BASIC SERVICES OF ENGINEER 1.1. General. l.l.l. ENGINEER shall provide for OWNER profes- sional engineering services in all phases of the Project to which this Agreement applies as hereinafter pro- vided.These services ~+~ill include serving as OWNER~s professional engineering representative for the Project, providing professional engineering consultation and advice and furnishing customary civil, structural, mechanical and electrical engineering services and cus- tomary architectural services incidental thereto: 1.2. Stud}~ and Report Phase. After written authorization to proceed, ENGINEER shall: 1.2.1. Consult with OWNER to clarify and define OWNER's requirements for the Project and review available data. ]?.2. Advise OWNER as to the necessity of OWN- ER's providing or obtaining from others data or ser- vices ofthe types described in paragraph 3.3, and assist OWNER in obtaining such data and services. Page 1 of 1~ pages ~, 1.2.3. Identify and analyze requirements of govern- mental authorities having jurisdiction to approve the design of the Project and participate in consultations with such authorities. .2.4. Provide analyses of OWNER's needs, plannin s veys, site evaluations and comparative studies f pro • ective sites and solutions. 1.2.5. rovide a general economic analysis. OWN- ER's req irements applicable to various alt rnatives. 1.2.6. Prepa a Report. containing sche atic layouts, sketches and nceptual design criter' with appropri- ateexhibits to in 'ate clearly the cons' erations involved (including applica le requireme of governmental authorities having ~ risdiction s aforesaid) and the alternative solutions ailable o OWNER and setting forth ENGINEER's find gs d recommendations. This Report will be accompani by ENGINEER's opinion of probable costs for the P o ct, including the following which will be separate item' ed: Construction Cost, allowance for engine ing costs. nd contingencies, and (on the basis of i ormation fu fished by OWNER) allowances fors h other items as hai-ges of all other professionals a d consultants, for th cost of land and rights-of--way for. compensation for r damages to properties, or interest and financing ch rges and for other ser ices to be provided by others or Owner pursua xo paragraphs 3.7 through 3.11, incl five. The total all such costs, allowances, etc. are he inafter ca]] d °`Total Project Costs". X.2.7. Furnish five copies of the Study and Report ~ umeYits and review them in person with OWNER. The duties .and responsibilities of ENGINEER during the Study and Report Phase are amended and supple- mented as indicated in paragraph 2 of Exhibit A "Fur- ther Descriptions of Basic Engineering Services and Related Matters". 1.3. Preliminary Design Phase. G~ After written authorization to proceed with the Prelim- inary Design Phase, ENGINEER shall: 1.3.1. In consultation with OWNER and on the basis of the accepted Study and Report documents, deter- mine the general scope, extent and character of the Project. 1.3.2. Prepare Preliminary Design documents consist- ing offinal design criteria, preliminary drawings, outline specifications and written descriptions of the Project. 1.3.3. Advise OWNER if additional data or services of the types described in paragraph 3.4 are. necessary and assist OWNER in obtaining such data and services. 1.3.4.. Based oq the information contained in the pre- liminary design documents, submit a revised opinion of probable Total Project Costs. 1.3.5. Furnish five copies of the above. Preliminary Design documents and present and review them in per- son with OWNER. The duties and responsibilities of ENGINEER during the Preliminary Design Phase are amended and sup- plemented as indicated in paragraph 3 of Exhibit A "Further Description of Basic Engineering Services and Related Matters". 1.4. Final Design Phase. After written authorization to proceed with the Final Design Phase, .ENGINEER shall: 1.4. I. On the basis of the accepted Preliminary Design documents and the revised opinion of probable Total Project Costs prepare for incorporation in the Contract Documents final drawings to show the general scope, extent and character of the work to be furnished and performed by Contractor(s) (hereinafter called "Draw- ings") and Specifications (which will be prepared in conformance with the sixteen division format of the Construction Specifications Institute). 1.4.2. Provide technical criteria, written descriptions and design data for OWNER's use in filing applications for permits with or obtaining approvals of such gov- ernmental authorities as have jurisdiction to approve the design of the Project, and assist OWNER in con- sultations with appropriate authorities. ] .4.3. Advise OWNER of any adjustments to the latest opinion of probable Total Project Costs caused by changes in general scope, extent or character or design requirements of the Project or Construction Costs. Fur- nish to OWNER a revised opinion of probable Total Project Costs based on the Drawings and Specifica- tions. ].4.4. Prepare for review and approval by OWNER, its legal counsel and other advisors contract agreement forms, general conditions and supplementary condi- tions, and (where appropriate) bid forms, invitations to bid and instructions to bidders (all of which shall be consistent with the forms .and pertinent guide sheets Page 2 of ~,.y_ pages s ~ t~J prepared by .the Engineers Joint Contract Documents Committee), and assist in the preparation of other related documents. 1.4.5. Furnish five copies of-the above documents and of the Drawings and Specifications and present and review them. in person with .OWNER. The duties and responsibilities of ENGINEER during the Final Design Phase are amended and supplemented as indicated in paragraph 4 of Exhibit A "Further Description of Basic Engineering Services and Related Matters". 1.5. Bidding or Negotiating Phase. .After written authorization to proceed with the Bidding or Negotiating Phase, ENGINEER shall: i 1.5.1. Assist OWNER in advertising for and obtaining bids or negotiating proposals for each separate prime contract for construction, materials, equipment and services; and, where applicable, maintain a record of prospective bidders to whom Bidding Documents have been issued, attend pre-bid conferences and receive and process deposits for Bidding Documents. 1.5.2, Issue addenda as appropriate to interpret, clarify or expand the Bidding Documents. 1.~ :.. Consult with and advise OWNER as to the acceptability of subcontractors, suppliers and other persons and organizations proposed by the prime con- tractor(s) (herein called "Contractor(s)")for those por- tions of the. work as to which such acceptability is required by the Bidding Documents. 1.5.4. Consult with OWNER concerning and deter- minethe acceptability of substitute materials and equip- ment proposed by Contractor(s) when substitution prior to the award of contracts is allowed by the Bidding Documents. 1.5.x. Attend the bid opening, prepare bid tabulation sheets and assist OWNER in evaluating bids or pro- posals and in assembling and a~~arding contracts for construction, materials, equipment and services. The duties and responsibilities of ENGINEER during the Bidding or Negotiating Phase are amended and • supplemented as indicated in paragraph 5 of Exhibit A "Further Description of Basic Engineering Services and Related Matters". 1.6. Construction Phase: During the Construction Phase: 1.6.7. Genera! Administration of Consh•uction Con- tract. ENGINEER shall consult with and advise ,~:.QWNER and act as OWNER's representative as pro- vided inArticles 1 through 17, inclusive, of the Standard General Conditions of the Construction Contract, No. 19.10-8 (1983 edition) of the Engineers Joint Contract Documents Committee. The extent and limitations of the duties, responsibilities and authority of ENGI- NEER asassigned insaid Standard General Conditions shall not be modified, except to the extent provided in paragraph 6 of Exhibit A "Further Description of Basic .Engineering Services and Related Matters" and except as ENGINEER may otherwise agree in writing, All of OWNER's instructions to Contractor(s) will be issued through ENGINEER who will have authority to act on behalf of OWNER to the extent provided in said Stan- dard General Conditions except as otherwise provided in writing. 1.6.2. Visits to Site and Obseri~ation of Construction. In connection with observations of the work of Con- tractor(s) while it is in progress: 1.6.2.1. ENGINEER shall make visits to the site at intervals appropriate to the various stages of con- struction as ENGINEER deems necessary in order to observe as an experienced and qualified design professional the progress and quality of the various aspects of Contractor(s)' work. In addition, ENGI- NEER shall provide the services of a Resident Proj- ect Representative (and assistants as agreed) at the site to assist ENGINEER and to provide more con- tinuous observation of such work. Based on infor- mationobtained during such visits and on such obser- vations,ENGINEER shall endeavor to determine in general if such work is proceeding in accordance with the Contract Documents and ENGINEER shall keep OWNER informed of the progress of the work. 1.6.2.2. The Resident Project Representative (and any assistants) will be ENGINEER's agent or employee and under ENGINEER'S supervision. The duties and responsibilities of the Resident Project Representative (and assistants) are set forth in Exhibit B "Duties, Responsibilities and Limitation of Authority of Resident Project Representative". 1.6.2.3. The purpose of ENGINEER'S visits to and representation by the Resident Project Repre- sentative (.and assistants, if any) at the site will be to enable ENGINEER to better carry out the duties and Page 3 of I9 pages 'r .. responsibilities assigned to and. undertaken by ENGINEER during the Construction Phase, and, in addition, by exercise of ENGINEER's efforts as an experienced and qualified design professional, topro- videfor OWNER a greater degree of confidence that the completed work of Contractor(s) will conform generally to the Contract Documents and that the ~~integrity of the design concept as reflected in the Contract Documents has been implemented and pre- served by Contractor(s). On the other hand, ENGI- NEER 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 by Contractors}, for safety precautions and programs incident to the work of Contractor(s) or for any failure of Contractor(s) to comply with laws, rules, regula- tions, ordinances, codes or orders applicable to Con- tractor(s) furnishing and performing their work. Accordingly, ENGINEER can neither guarantee the performance of the construction contracts by Con- tractor(s) nor assume responsibility for Contrac- tor(s)' failure to furnish and perform their work in accordance with the Contract Documents. 1.6.3. Defective Work. During such visits and on the basis of such observations, ENGINEER may disap- prove of or reject Contractor(s)' work while it is in progress if ENGINEER believes that such work will not produce a completed Project that conforms gen- erally to the Contract Documents or that it will preju- dice the integrity of the design concept of the Project as reflected in the Contract Documents. 1.6.4. Interprerationsavd Clarifications. ENGINEER shall issue necessary interpretations and clarifications of the Contract Documents and in connection therewith prepare work directive changes and change orders as required. I.6.~. S/rop Drawings. ENGINEER shall review and approve (or take other appropriate action in respect of) Shop Drawings (as that term is defined in the aforesaid Standard General Conditions), samples and other data which Contractor(s) are required to submit, but only for conformance with the design concept of the Project and compliance with the information given in the Con- tract Documents. Such reviews and approvals or other action shall not extend to means, methods, techniques, sequences or procedures of construction or to safety precautions. and programs incident thereto. 1.6.6. Substitutes. ENGINEER. shall evaluate and determine the acceptability of substitute materials and Page 4 of 1 gg equipment proposed by Contractor(s), but subject to the provision of paragraph 2.2.2. 1.6.7. Irrspectiorrs and Tests. ENGINEER shall have authority, as OWNER's representative, to require spe- cial inspection or testing of the work, and shall receive and review all certificates of inspections, testings and approval"s required bylaws, rules, regulations, ordi- nances, codes, orders or the Contract Documents (but only to determine generally that their content complies with the requirements of, and the results certified indi- cate compliance with, the Contract Documents). 1.6.8. Disputes between OWNER and Contractor. ENGINEER shall act as initial interpreter of the requirements of the Contract Documents and judge of the acceptability of the work thereunder and make deci- sions on alt claims of OWNER and Contractor(s) relat- ing tothe acceptability of the work or the interpretation of the requirements of the .Contract Documents per- taining to the .execution and progress of the work. ENGINEER shall not be liable for the results of any such interpretations ordecisions rendered in good faith. 1.6.9. Applications for Payment. Based on ENGI- NEER'S on-site observations as an experienced and qualified design professional, on information provided by the Resident Project Representative and on review of applications for payment and the accompanying data and schedules: 1.6.9.1. ENGINEER shall determine the amounts owing to Contractor(s) and recommend in writing payments to Contractor(s) in such amounts. Such recommendations of payment will constitute a rep- resentation toOWNER, based on such observations and review, that the work has progressed to the point indicated, and that, to the best of ENGINEER'S knowledge, information and belief, the quality of such work is generally in accordance with the Con- tract Documents (subject to an evaluation. of such work as a functioning whole prior to or upon Sub- stantial Completion, to the results of any subsequent tests called for in the Contract Documents and to any other qualifications stated in the recommendation). In the case of unit price work, ENGINEER's rec- ommendations of payment will include final deter- minations of quantities and classifications of such work (subject to any subsequent adjustments allowed by the Contract Documents). 1.6.9.2. By recommending any payment ENGI- NEER will not thereby be deemed to have repre- sented that exhaustive, continuous or detailed reviews or examinations have been made by ENGINEER to check the quality or quantity of Contractor(s)' work pages t C~ J t ,. as it is furnished and performed beyond the respon- sibilities specifically assigned to ENGINEER in this Agreement and the Contract Documents. ENGI- NEER'S review of Contractor(s)' work for the pur- poses of recommending payments will not impose on ENGINEER responsibility to supervise, direct or control such work or for the means, methods, tech- niques, sequences, or procedures of construction or safety precautions or programs incident thereto or .Contractor(s) compliance with laws, rules, regula- lions, ordinances, codes or orders applicable to their furnishing and performing the work. It will also not impose responsibility on ENGINEER to make any examination to ascertain how or for what purposes any Contractor has used the moneys paid on account of the Contract Price, or to determine that title to any of the work, materials or equipment has passed to OWNER free and clear of any lien, claims, security interests or encumbrances, or that there. may not be other matters at issue between OWNER and CON- TRACTORthat might affect the amount that should be paid. 1.6.10. Contractor(s)' Completion Documents. ENGI- NEER shall receive and review maintenance and oper- ating instructions, schedules, guarantees, bonds and certificates of inspection, tests and approvals which are to be assembled by Contractor(s) in accordance with the Contract Documents (but such review will only be to determine that their content complies with the requirements of, and in the case of certificates of inspec- tion, tests and approvals the results certified indicate compliance with, the Contract Documents); and shall transmit them to OWNER with written comments. 1.6.11. Inspections. ENGINEER shall conduct an inspection to determine if the work is substantially complete and a final inspection Co determine if the com- pleted work is acceptable so that ENGINEER may recommend, in writing, final payment to Contractor(s) and may give written notice to OWNER and the Con- tractor(s) that the work is acceptable (subject to any conditions therein expressed), but~ny such recom- mendation and notice will be subject to the limitations expressed in paragraph 1.6.9:2. 1.6.12. Limitatio~r of Responsibilities. ENGINEER shall not be responsible for the acts or omissions of any Contractor, or of any subcontractor or supplier, or any of the Contractor(s)' or subcontractor's or supplier's agents or employees or any other persons (except ENGINEER'S ov.~n employees and agents) at the site or otherwise furnishing or performing any of the Con- tractor(s)' work; however, nothing contained in para- graphs 1.6.1 thru 1.6.11 inclusive, shall be construed to release ENGINEER from liability for failure to prop- erly perform duties and responsibilities assumed by ENGINEER in the Contract Documents. 1.7. Operational .Phase. During the Operational Phase, ENGINEER shall, when requested by OWN$Its ^<-~ 1.7.1. Provide assistance in the closing of any financial or related transaction for the Project. 1.7.2. Provide assistance in connection with the refin- ing and adjusting of any equipment or system. 1:7.3. Assist OWNER in training OWNER'S staff to operate and maintain the Project. I.7.4. Assist OWNER in developing systems and pro- cedures for control of the operation and maintenance of and record keeping for the Project: 1.7.5. Prepare a set of reproducible record prints of Drawings showing those changes made during the Con- structionprocess, based on the marked-up prints, draw- ingsand other data furnished by Contractor(s) to ENGI- NEER and which ENGINEER considers significant. 1.7.6. In company with OWNER, visit the Project to observe any apparent defects in the completed con- struction, assist OWNER in consultations and discus- sions with Contractor(s) concerning correction of such deficiencies, and make recommendations as to replace- ment or correction of defective work. The duties and responsibilities of ENGINEER during the Operational Phase are amended and supplemented as indicated in paragraph 7 of Exhibit A "Further Description of Basic Engineering Services and Related Matters". SECTION 2-ADDITIONAL SERVICES OF ENGINEER 2.1. Services Requiring Authorization in Advance. If authorized in writing by OWI~TER, ENGINEER shall furnish or obtain from others Additional Services of the types listed in paragraphs 2.1.1 through 2.1.14, inclusive. These services are not included as part of Basic Services except to the extent provided otherwise in Exhibit A "Further Description of Basic Engineering Services and Related Matters"; these will be paid for by OWNER as indicated in Section 5. Page 5 of ~_ pages 'r • • L f . 2.1.1. Preparation of applications and supporting doc- uments (in addition to those furnished under Basic Ser- vices) 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 effect on the design requirements of the Project of any such state- ments and documents prepared by others; and assis- tance inobtaining approvals of authorities having juris- diction over the anticipated environmental impact of the Project. 2.1.2. 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. 2.1.3. Services resulting from significant changes in the general scope, extent or character of the Project or its design including, but not limited to, changes in size, complexity, OWI\?ER's schedule, character of con- struction or method of financing; and revising previ- ously accepted studies, reports, design documents or Contract Documents when such.revisions are required by changes in laws, rules, regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond ENGINEERS's control. 2.1.4. Providing renderings or models for OWNER's use. 2.1.5. Preparing documents for alternate bids requested by OWNER for Contractor(s)' work which is not exe- cuted or documents for out-of-sequence work. 2.1.6. Investigations and studies involving, but not lim- ited to, detailed consideration of operations, mainte- nance and overhead expenses; providing value engi- neering during the course of design; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules and appraisals; assistance in obtaining financing for the Project; evaluating processes available for licensing and assisting OWNER in obtaining process licensing; detailed quantity surveys of material, equip- ment and labor; and audits or inventories required in connection ~~-ith construction performed by OWNER. 2.1.7. Furnishing services of independent professional associates and consultants for other than Basic Services (which include, but are not limited to, customary civil, structural, mechanical and electrical ,engineering and customary architectural design incidental thereto): and providing data or services of the types described in paragraph 3.4 when OWNER employs ENGINEER to provide such data or services in lieu of furnishing the same in accordance with paragraph 3.4. 2.1.8. if ENGINEER'S compensation is on the basis of a lump sum or percentage of Construction Cost or cost-plus a fixed fee method of .payment, services resulting from the award of more separate prime con=-"" tracts for construction, materials or equipment for the Project than are contemplated by paragraph 5.1.1.2. If ENGINEER'S compensation is on the basis of a per- centage of Construction Cost and ENGINEER has been required to prepare Contract Documents on the assumption that more than one prime contract will be awarded for construction, materials and equipment, but only one prime contract is awarded for. construction, materials and equipment for the Project, services attrib- utable to the preparation of contract documentation that was rendered unuseable and any revisions or addi- tions to contract documentation used that was neces- sitated by the award of only one prime contract. 2.1.9. Services during out-of--town travel required of ENGINEER other than visits to the site or OWNER'S office as required by Section 1. 2.1.10. Assistance in connection with bid protests, rebidding or renegotiating contracts for construction, materials, equipment or services, except when such assistance is required to complete services. called for in paragraph 6.2.2.5. 2.1.11. Providing any type of property surveys or related engineering services needed for the transfer of interests in real property and field surveys for design purposes and engineering surveys and staking to enable Con- tractor(s) to proceed with their work; and providing other special field surveys. 2.1.12. Preparation ofoperating,maintenanceandstaff- ing manuals to supplement Basic Services under para- graph 1..7.3. - 2.1.13. Preparing to serve or serving as a consultant or witness for OWNER in any litigation, arbitration or other legal or administrative proceeding involving the Project (except for assistance in consultations which is included as part of Basic Services under paragraphs 1.2.3 and 1.4.2). 2.1.14. Additional services in connection with the Proj- ect, including services which are to be furnished by OWNER in accordance .with Article 3, and services not otherv~ise provided for in this Agreement. Page 6 of ~_ pages ti i '"r 2.2. Required Additional Ser~~ices. • When required by the Contract Documents in circum- stances beyond ENGINEER's control, ENGINEER shall furnish or obtain from others, as circumstances require during construction and without waiting for specific authorization from OWNER, Additional Ser- vices of the types listed in paragraphs 2.2.1 through 2.2.6, inclusive (except to the extent otherwise pro- vided in Exhibit A "Further Description of Basic Engi- neeringServices and Related Matters").These services are not included as part of Basic Services. ENGINEER. shall advise OWNER promptly after starting any such Additional Services which will be paid for by OWNER as indicated in Section 5. 2.2.1. Services in connection with work directive changes and change orders to reflect changes requested by OWNER if the resulting change in compensation for Basic Services is not commensurate with the addi- tional services rendered. 2.2.2, Services in making. revisions to Drawings and Specifications occasioned by the acceptance of substi- tutions proposed by Contractor(s); and services after the award of each contract in evaluating and determin- ing the acceptability of an unreasonable or excessive . number of substitutions proposed by Contractor. 2.2.3. Services resulting from significant delays, changes or price increases occurring as a direct or indirect result of material, equipment or energy shortages. 2.2.4. Additional or extended services during con- struction made necessary by (I) work damaged by fire or other cause during construction, (2) a significant amount of defective or neglected work of any Contrac- tor, (3) acceleration of the progress schedule involving services beyond normal working hours, and (4) default by any Contractor. 2.2.5. Services (other than Basic Services during the Operational Phase) in connection with any partial uti- lization of any part of the Project by OWNER prior to Substantial Completion. 2.2.6. Evaluating an unreasonable or extensive num- ber of claims submitted by Contractor(s) or others in connection with the work. SECTION 3-O~'~'NER'S RESPONSIBILITIES • OWNER shall do the following in a timely manner so as not to delay the services of ENGINEER: 3.1. Designate in writing a person to act as OWNER's representative with respect to the services to be ren- dered under this Agreement.. Such person shall have complete authority to transmit instructions, receive information, interpret and define OWNER's policies and decisions with respect to ENGINEER's services for the Project. 3.2. Provide all criteria and full information as to OWNER's requirements far the Project, including design objectives and constraints, space, capacity and perfor- mance 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 Specifica- tions. 3.3: Assist ENGINEER by placing at ENGINEER'S disposal all available information pertinent to the Proj- ect including previous reports and any other data rel- ative to design or construction of the Project. 3.4. Furnish to ENGINEER, as required for perfor- mance of ENGINEER's Basic Services (except to the extent provided otherwise in Exhibit A "Further Description of Basic Engineering Services and Related Matters"), the following: 3.4.1. data prepared by or services of others, including without limitation borings, probings and subsurface explorations, hydrographic surveys, lab- oratory tests and inspections of samples, materials and equipment; 3.4.2. appropriate professional interpretations of all of the foregoing; 3.4.3. environmental assessment and impact statements; 3.4.4. property, boundary, easement, right-of--way, topographic and utility surveys; 3.4.5. property descriptions; 3.4.6. zoning, deed and other land use restriction; and 3.4.7. other special data or consultations not cov- ered in Section 2; al] of which ENGINEER may use and rely upon in performing services under this Agreement. 3.5. Prove e surve ~ ~ re erence points ion (except to ovided Page 7 of _19_ pages ~ e ~ T ~( otherwise in x ~ "Furl caption of Basic • Engineering S n Re tters") to enable or(s) to proceed with the layout o k. 3.6. Arrange for access to and make all provisions for ENGINEER to enter upon public and private property as required for ENGINEER to perform services under this Agreement. • • 3.7. Examine all studies, reports, sketches, Drawings, Specifications, proposals and other documents pre- sented by ENGINEER, obtain advice of an attorney, insurance counselor and other consultants as OWNER deems appropriate for such examination and render in writing decisions pertaining thereto within a reasonable time so as not to delay the services of ENGINEER. 3.8. Furnish approvals and permits from all govern- mental authorities having jurisdiction over the Project and such approvals and consents from others as may be necessary for completion of the Project. 3.9. Provide such accounting, independent cost esti- mating and insurance counseling services as may be required for the Project, such legal services as OWNER may require or ENGINEER may reasonably request with regard to legal issues pertaining to the Project including any that may be raised by Contractor(s), such .auditing service as OWNER may require to ascertain how or for what purpose any Contractor has used the moneys paid under the construction contract, and such inspection services as OWNER may require to ascer- tain that Contractor(s) are- complying with any law, rule, regulation, ordinance,-code or order applicable to their furnishing and performing the work. 3.10. If OWNER designates a person to represent OWNER at the site who is not ENGINEER or ENGI- NEER'sagent oremployee, the duties, responsibilities and limitations of authority of such other person and the affect thereof on the duties and responsibilities of ENGINEER and the Resident Project Representative (and any assistants) will be set forth in an exhibit that is to be identified, attached to and made a part of this Agreement before such services begin. 3.11. If more than one prime contract is to be awarded for construction, materials, equipment and services for the entire Project, designate a person or organization to have authority and responsibility for coordinating the activities among the various prime contractors. 3.12. Furnish to ENGINEER data or estimated figures as to OWNER'S anticipated costs for services to be, provided by others for OWNER (such as services pur- suant to paragraphs 3.7 through 3:11, inclusive and other costs of the types referred to in paragraph 1.2.6) so that ENGINEER may make the necessary findings to support opinions of probable Total Project Costs. 3.13. Attend the pre-bid conference, bid opening, pre- construction conferences, construction progress and other job related. meetings and substantial completion •~•~inspections and final payment inspections. 3.14. Give prompt written notice to ENGINEER whenever OWNER observes or otherwise becomes aware of any development that affects the scope or timing of ENGINEER'S services, or any defector non- conformance in the work of any Contractor. 3.15. Furnish, or direct ENGINEER to provide, Addi- tional Services as stipulated in paragraph 2.1 of this Agreement or other services as required. 3.I6. Bear all costs incident to compliance with the requirements of this Section 3. SECTION 4-PERIODS OF SERVICE 4.1. The provisions of this Section 4 and the various rates of compensation for ENGINEER'S services pro- videdfor elsewhere in this Agreement have been agreed to in anticipation of the orderly and continuous progress of the Project through completion of the Construction Phase. ENGINEER's obligation to render services hereunder will extend for a period which may reason- ably be required for the design, award of contracts, construction and initial operation of the Project includ- ing extra work and required extensions thereto. If in Exhibit A "Further Description of Basic Engineering Services and Related Matters" specific periods of time for rendering services are set forth or specific dates by which services are to be completed are provided and if such dates are exceeded through no fault of ENGI- NEER, all rates, measures and amounts of compen- sation provided herein shall be subject to equitable adjustment. 4.2. The services called for in the Study and Report Phase will be completed and the Report submitted within the stipulated period indicated in paragraph 2 of Exhibit A "Further Description of Basic Engineering Services and Related Matters" after written authorization to proceed with that phase of services which will be given by OV~'NER within thirty days after ENGINEER has signed this Agreement. 4.3. After acceptance by OWNER of the Study and Report Phase documents indicating any specific mod- Page 8 of ~_ pages i • I ifications or changes in the general scope, extent or • character of the Project desired by OWNER, and upon written authorization from OWNER, ENGINEER shall .proceed with the performance of the services called for in the Prelimi~~ary Design Phase, and shall submit pre- liminary design documents and a revised opinion of probable Total Project Costs ~~ithin the stipulated period indicated in paragraph 3 of Exhibit A "Further Descrip- tion of Basic Engineering Services and Related Mat- ters". 4.4. After acceptance by OWNER of the Preliminary Design Phase documents and revised opinion of prob- able Total Project Costs, indicating any specific mod- ifications or changes in the general scope, extent or character of the Project desired by OWNER, and upon written authorization from OWNER, ENGINEER shall proceed with the performance of the services called for in the. Final Design Phase; and shall deliver Contract Documents and a revised opinion of probable Total Project Costs for all work of Contractor(s) on the Proj- ect within the stipulated period indicated in paragraph 4 of Exhibit A "Further Description of Basic Engi- neering Services and Related Matters". 4.5. ENGINEER's services under the Study and Report Phase, Preliminary Design Phase and Final Design Phase • shall. each be considered complete at the earlier of (1) the date when the submissions for that phase have been accepted by OWNER or (2) thirty days after.the date when such submissions are delivered to OWNER for final acceptance, plus in each case such additional time as may be considered reasonable for obtaining approval of governmental authorities having jurisdiction to approve the design of the Project. 4.6. After acceptance by OWNER of the ENGI- NEER's Drawings, Specifications and other Final Design Phase documentation including the most recent opinion of probable Total Project Costs and upon written autho- rization to proceed, ENGINEER shall proceed with performance of the services called for in the Bidding or Negotiating Phase. This Phase shall terminate .and the services to be rendered thereunder shall be consid- ered complete upon commencement of the Construc- tion Phase or upon cessation of negotiations with pro- spective Contractor(s) (except as may otherwise be required to complete the services called for in para- graph 6.,2.2.0. 4.7. The Construction Phase will commence with the execution of the first prime contract to be executed for • the work of the Project or any part thereof, and will terminate upon ~~~ritten recommendation by ENGI- \'EER of final payment on the last prime contract to be completed. Construction Phase services maybe ren- dered at different times in respect of separate prime contracts if the Project involves more than one prime contract. 4.8. The Operational Phase will commence during the Construction Phase and will terminate one .y_ear after the date of Substantial Completion of the last prime contract for construction; materials and equipment on which substantial completion is achieved. 4.9. If O WNER has requested significant modifications or changes in the genera( scope, extent or character of the Project, the time of performance of ENGINEER'S services shall be adjusted equitably. 4.10. If OWNER fails to give prompt written authori- zation toproceed with any phase of services after com- pletion of the immediately preceding phase, or if the Construction Phase has not commenced within ~~ .calendar days (plus such additional time as may be required to complete the services called for under para- graph 6.2.2. ~) after completion of the Final Design Phase, ENGINEER may, after giving seven days' written notice to OWNER, suspend services under this Agreement. 4.11. If ENGINEER's services for design or during construction of the Project are delayed or suspended in whole or in part by OWNER for more than three months for reasons beyond ENGINEER'S control, ENGINEER shall on written demand to OWNER (but without termination of this Agreement) be paid as pro- vided in paragraph 5.3.2. If such delay or suspension extends for more. than one year for reasons beyond ENGINEER'S control, or if ENGINEER for any rea- son is required to render Construction Phase services in respect of any prime contract for construction, mate- rials or equipment more than one year after Substantial Completion is achieved under that contract, the various rates of compensation provided for elsewhere in this Agreement shall be subject to equitable adjustment. 4.12. In the event that the work designed or specified by ENGINEER is to be furnished or performed :under more than one prime contract, or if ENGINEER'S ser- vices 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 and Construction Phases in order to sequence and coordi- nate properly such services as are applicable to the work under such separate contracts. This schedule is Page 9 of 1 pages. '~ . ~ ~. to be prepared whether or not the work under such contracts is to proceed concurrently and is to be included in Exhibit A "Further Description of Basic Engineering Services and Related Matters'', and the provisions of paragraphs 4.4 through 4.10 inclusive, will be modified accordingly. [The remainder of this page was left blank intentionally.) • Page ] 0 of _1~ pages ti r 'f LUA'IP SUM METHOD OF PAYMENT SECTION 5-PAYMENTS TO ENGINEER 5.1. Methods of Payment for Services and Expenses of - ENGINEER. .. . 5.1.1. For Basic Serrices. OWNER shall pay ENGI- NEER for Basic Services rendered under Section 1 (as amended and supplemented by Exhibit A "Further Description of Basic Engineering Services and Related Matters") as follows: 5.1.1.1. Ogre Prirne Contract. If only one prime contract is awarded for construction, materials and equipmeet for the Project, a lump sum fee of ~ 76 , 500.00 for all Basic Services (except ser- vices..of ENGINEER's Resident Project Represen- tative (and ,assistants) furnished under paragraph 1.6.2.1 and Operational Phase services furnished under paragraph 1.7); X>~~CfflC#SKXgY~~K~C14l4p~Xs x,~~xoa~ct?t~~~tx~c~~#~xx~xcl~aa~itacPc~t-x~;~ist~c xnaacl©a~sc~iex~cx~;~t~~t3t~xacxtx~ixr34x>~x~c $xxxxxxxxxxxxxgtpr,~~~~lg~ *SEE PAGE lla • ~ 5.1.1.2. Sei~eral Prime Contracts. Ifmore than one but less than 5 separate prime contracts are awarded for construction, materials and equipment foY the Project, a lump sum fee of $ 79.500.00 for all Basic Services (except services of ENGI- NEER's Resident Project Representative (and assis- tants) furnished under paragraph 1.6.2.1 and Oper- ~` ational Phase services furnished under paragraph 1.7); ~rKx~~~1I~3444-~M4~o~f~f~i2i2~g]~gM>Xr'E~24tY- XiXr14Xs1~cl4i~~4.1,5#1~r34~C$b~XB~r~E~4~S4CX>~~rY~Xd~d4~- ~244i~tatt3t~x~c>~~g~~gX~>~cxxxxxxxxxxxx~ x~~cK~v~sx 5.1.1.3. Resident Project Serrices. For services of ENGINEER's Resident Project Representative (and assistants) furnished under paragraph 1.6.2.1, on the basis of Salary Costs times a factor of 2.1 for services rendered by principals and employees assigned to resident Project representation. 5.1.1.4. Operational Plrase Serrices. For Oper- ational Phase services furnished underparagraph 1.7, an amount equal to ENGINEER'S Salary Costs times a factor of 2. 1 for services rendered by prin- cipals and employees engaged directly on the Project. • x.1.2. For Additlonal Serrices. OWNER shall pay ENGINEER for Additional Services rendered under Section 2 as follows: 5.1.2.1. General. For Additional Services of ENGINEER'S principals and employees engaged directly on the Project and rendered pursuant to para- graph 2.1 or 2.2 (except services as a consultant or witness .under paragraph„2...1,1:3:), on the .basis of ENGINEER'S Salary Costs times a factor of 2.1 5.1.2.2. Professional Associates and Co~rsultarrts. For services and Reimbursable Expenses of inde- pendent professional associates and consultants employed by ENGINEER to render Additional Ser- vices pursuant to paragraph 2.1 or 2.2, the amount oflle 1 t~ ENGINEER therefor times a factor 5.1.2.3. Seri~ing as a Wittress. For services ren- dered by ENGINEER'S principals and employees as consultants or witnesses in any litigation, arbitration or other legal or .administrative proceeding in ac- tordan~e with paragraph 2.1.13, at the rate of $ $50.00 per day or any portion thereof (but com- pensation for time spent in preparing to appear in any such litigation, arbitration or proceeding will be on the basis provided in paragraph 5.1.2.1). Com- pensation for ENGINEER'S independent profes- sional associates and consultants will be on the basis provided in paragraph 5.1.2.2. 5.1.3. For Reimbursable Expenses. In addition to pay- ments provided for in paragraphs 5.1.1 and 5.1.2, OWNER shall pay ENGINEER the actual costs of all Reimbursable Expenses incurred in connection with all Basic and Additional Services. 5.1.4. The terms "Salary Costs" and "Reimbursable Expenses" have the meanings assigned to them in para- graph 5.4. 5.2. Times of Payments. 5.2. } . ENGINEER shall submit monthly. statements for Basic and Additional Services rendered and for Reimbursable Expenses incurred. The statements ~~~ill be based upon ENGINEER'S estimate of the propor- tion of the total services actually completed at the time of billing. OWNER shall make prompt monthly pay- ments in response to ENGINEER'S monthly state- ments. `' Page 11 of 1 ~ pages ,. , . :,~- 5.3. Other Provisions Concerning Payments. • C~ n 5.3.1. if OWNER fails to make any payment due ENGINEER for services and. expenses within thirty days after receipt of ENGINEER'S statement therefor, the amounts due ENGINEER will be increased at the rate of 1% per month from said thirtieth day, and in addition, ENGINEER may, after giving seven days' written notice to OWNER, suspend services under this Agreement until ENGINEER has been paid in full all' amounts due for services, expenses and charges. 5.3.2. In the event of termination by OWNER under paragraph 7.1 upon the completion of any phase of the Basic Services, progress payments due ENGINEER for services rendered through such phase shall consti- tute total payment for such services. In the event of such termination by OWNER during any phase of the Basic Services, ENGINEER will be paid for services rendered during that phase on the basis of ENGI- NEER'S Salary Costs times a factor of 2.1 for services rendered during .that phase to .date of termi- nation by ENGINEER'S principals and employees engaged directly on the Project. In the event of any such termination, ENGINEER. also will be reimbursed for the charges of independent professional associates and consultants employed by ENGINEER to render Basic Services, and paid for all unpaid Additional Ser- vices and unpaid Reimbursable Expenses, plus all ter- mination expenses. Termination expenses mean Reim- bursable Expenses directly attributable to termination, which, if termination is at OWNER'S convenience, shall include an amount computed as a percentage of total compensation for Basic Services earned by ENGI- NEER to the date of termination; as follows: 20% if termination occurs after commencement of the Preliminary Design Phase but prior to commence- ment of the Final Design Phase; or 10% if termination occurs after commencement of the Final Design Phase. 5.3.3. Records of ENGINEER'S Salary Costs perti- nent to ENGINEER'S compensation under this Agree- mentwill bekept inaccordance with generally accepted accounting practices. Copies will be made available to OWNER at cost on request prior to final payment for ENGINEER'S services. 5.3.4. Whenever a factor is applied to Salary Costs in determining compensation payable to ENGINEER that factor will be adjusted periodically and equitably to reflect changes in the various. elements that comprise such factor. All such adjustments will be in accordance with generally accepted accounting practices as applied on a consistent basis by ENGINEER and consistent with ENGINEER's overall compensation practices and procedures. 5.4. Definitions. 5.4.1. The Salary. Costs used as a basis for payment mean salaries .and wages (basic and incentive) paid to all ENGINEER'S personnel engaged directly on the Project, including, but not limited to, engineers, a.rchi- tects, surveyors, designers, draftsmen, specification writers, estimators, other technical and business per- sonnel; plus the cost of customary and statutory ben- efits including, but not limited to, social security con- tributions, unemployment, excise and payroll taxes, workers' compensation, health and retirement benefits, sick leave, vacation. and holiday pay. and other group benefits. For the purposes of this Agreement, the prin- cipals of ENGINEER and their current hourly Salary Costs are: See Attached Itemization by Employee Classification -SEE PAGE 12a The hourly Salary Costs of principals of ENGINEER will be adjusted equitably to reflect changes in person- nel and in ENGINEER'S overall compensation pro- cedures and practices. The amount of customary and statutory benefits of all other personnel of ENGINEER will be considered equal to 140 % of salaries and wages, subject to ecui- table adjustment to reflect changes in ENGINEER'S overall compensation procedures and practices. 5.4.2. Reimbursable Expenses mean the actual expenses incurred by ENGINEER or ENGINEER'S indepen- dent professional associates or consultants, directly or indirectly in connection with the Project, such as expenses for: transportation and subsistence incidental thereto; obtaining bids or proposals from Contractor(s); providing and maintaining field office facilities including furnishings and utilities; subsistence and transportation of Resident Project Representatives and their assis- tants; toll telephone calls and telegrams; reproduction of reports, Drawings, Specifications, Bidding Docu- ments, and similar Project-related items in addition to those required under Section 1; and, if authorized in advance by OWNER, overtime work requiring higher than regular rates. :. Page 12 of I9 pages .,. . Section 5.1.1.1.1. . Payment to Engineer for Basic Basic Services for One Prime Contract 5.1.1.1.1.1. Report Phase $ 1,000 5.1.1.1.1.2. Survey.., 2,500 5.1.1.1.1.3. Preliminary Design 33,400 5.1.1.1.1.4 . Final Design 34,000 5.1.1.1.1.5. Right-of-Way Services 2,000 5.1.1.1.1.6. Bid Phase Services 1,000 5.1.1.1.1.7. Landscape Median Design (Irrigation Design not Included) 2,300 5.1.1.1.1.8. Permit Applications 300 Total Fee for Engine ering Services, not including Construction Phase Services ~ 76,500 Page lla of 19 5.4 Definitions Section 5.4.1. COLE ASSOCIATES INC. January 1, 1991 _ Exhibit "A" The following is a list of maximum billable hourly rates for the various categories .of employee~...,Work on a project will be invoiced at the actual billable hourly rate of the employee working on the project, but will not exceed the maximum listed for each category. ENGINEERING DIVISIOPd MAXIMUM BILLABLE CLASSIFICATION HOURLY RATE $96.00 Vice President Department Head (Engineer VI) 73.00 71. ~.9 Engineer V Project Manager/Certified Industrial Hygienist (Eng.IV) 69.66 Project Engineer/Industrial Hygienist (Engineer III) 60.38 Design Engineer, Environmental .Specialist {Engineer II) 58.83 Graduate Engineer (Engineer I) 46.29 Technician V Senior Draftsperson, Construction Project .Coordinator 47.95 Technician IV Design Draftsperson, Survey Party Chief 42 42 • Project Supervisor (Construction) , Technician III . Senior Draftsperson, Survey Instrumentman, all Projects) S i m on, Project Supervisor (Construct 36.81 - Division Secretary Technician II Draftsperson, Department Secretary, 33.15 Survey Rodman-Chainman Technician I Trainee: Draftsperson, Clerk, Rodman-Chainman 33.15 These rates are subject to revision on January 1, 1992 NOTE: Industrial Hygienist I equates to Engineer I, etc. Page 12a of 19 (This page was left blank intentionally.) ~~ Page 13 of ~_ pages e ~ ! . [This page was left blank intentionally.] Page 1 ~ of ~.~. pages SECTION 6-CONSTRUCTION COST AND OPINIONS OF COST 6.1. Construction Cost. The construction cost of the entire Project (hereirrreferred to as "Construction Cost") means the total cost to OWNER of those portions of the entire Project designed and specified by ENGINEER, but it will not include ENGINEER'S compensation and expenses, the cost of land, rights-of--way, or compensation for or damages to, properties unless this Agreement so specifies, nor will it include OWNER'S legal, accounting, insurance counseling or auditing services, or interest and financ- ing charges incurred in connection with the Project or the cost of other services to be provided by others to OWNER pursuant to paragraphs 3.7 throughh 3.11, inclusive. [Construction Cost is one of the items com- prising Total Project Costs which is defined in para- graph 1.2.5.) 6.2. Opinions of Cost. 6.2.1. Since ENGINEER has no control over the cost of labor, materials, equipment or services furnished by others, or over the Contractor(s)' methods of deter- mining prices, or over competitive bidding or market conditions, ENGINEER'S opinions of probable Total Project Costs and Construction Cost provided for herein are to be made on the basis ofENGINEER's experience and qualifications and represent ENGINEER'S best judgment as an experienced and qualified professional engineer, familiar with the construction industry; but ENGINEER cannot and does not guarantee that pro- posals, bids or actual Total Project or Construction Costs will not vary from opinions of probable cost prepared by ENGINEER. If prior to the Bidding or Negotiating Phase OWNER wishes greater assurance as to Total Project or Construction Costs, OWNER shall employ an independent cost estimator as provided in paragraph 3.9. 6.2.2. If a Construction Cost limit is established by written agreement between OWNER and ENGINEER and specifically set forth in this Agreement as a -con- dition thereto, the following will apply: 6.2.2.1. The acceptance by OWNER at any time during the Basic Services of a revised opinion of probable Total Project or Construction Costs in excess of the then established cost limit will constitute a corresponding revision in the Construction Cost limit to the extent indicated in such revised opinion. 6.2.2,2. Any Construction Cost limit so estab- lishedwill include a contingency of ten percent unless another amount is agreed upon in writing. 6.2.2.3. ENGINEER will be permitted to deter- mine what types of materials, equipment and com- ponent systems are to be included in the Drawings and Specifications and to make reasonable adjust- ments in the general scope, extent and character of the Project to bring it within the cost limit. 6.2.2.4. If the Bidding or Negotiating Phase has not commenced within six months after completion of the Final Design Phase, the established Construc- tion Cost limit will not be binding on ENGINEER, and OWNER shall consent to an adjustment in such cost limit commensurate with any applicable change in the general level of prices in the construction indus- try between. the date of completion of the Final Design Phase and the date on which proposals or bids are sought. 6.2.2.5. If the lowest bona fide proposal or bid exceeds the established Construction Cost limit, OWNER shall (1) give written approval to increase such cost limit, (2) authorize negotiating or rebidding the Project within a reasonable time, or (3) cooperate in revising the Project's general scope, extent or character to the extent consistent with the Project's requirements and with sound engineering practices. In the case of (3), ENGINEER shall modify the Con- tract Documents as necessary to bring the Construc- tion Cost within the cost- limit. In lieu of other com- pensation for services in making such modifications, OWNER shall pay ENGINEER, ENGINEER'S cost of such services, all overhead expenses reasonably related thereto and Reimbursable Expenses, but without profit to ENGINEER on account of such services. The providing of such service will be the limit of ENGINEER'S responsibility in this regard. and, having done so, ENGINEER shall be entitled to payment for services in accordance with this Agreement and will not otherwise be liable for dam- ages attributable to the lowest bona fide proposa] or bid exceeding the established Construction Cost. SECTION 7-GENERAL CONSIDERATION 7.1. Termination. The obligation to provide further services under this Agreement may be terminated by either party upon thirty days' written notice in the event of substantial Page 15 of ~_ pages failu--e by the other party to perform in accordance with the terms hereof through no fault of the terminating party. 7.2. Reuse of Documents. All documents including Drawings and Specifications prepared or furnished by ENGINEER (and ENGI- NEER's independent professional associates and con- sultants) pursuant to this Agreement are instruments of service in respect of the Project and ENGINEER shall retain an ownership and property interest therein whether or not the Project is completed. OWNER may make and retain copies for information and reference in connection with the use and occupancy of the Project by OWNER and others; however, such documents are not intended or represented to be suitable for reuse by OWNER or others on extensions of the Project or on any other project. Any reuse without written verifica- tion or adaptation by ENGINEER for the specific pur- poseintended will be at OWI~~ER's sole risk and without liability or legal exposure to ENGINEER, or to ENGI- NEER'S independent professional associates or con- sultants, and OWNER shall indemnify and hold harm- less ENGINEER and ENGINEER's independent professional associates and consultants from all claims, damages, losses and expenses including attorneys' fees arising out of or resulting therefrom. Any such verti- fication oradaptation will entitle ENGINEER to further compensation at rates to be agreed upon by OWNER and ENGINEER. 7.3. Insurance. 7.3.1. ENGINEER shall procure and maintain insur- ance for protection from claims under workers' com- pensation acts, claims for damages because of bodily injury including personal injury, sickness or disease or death of any and all employees or of any person other than such. employees, and from claims or damages because of injury to or destruction of property including loss: of use resulting therefrom. 7.4. Controlling La~~~. This Agreement is to be governed by the law of the principal place of business of ENGINEER. 7.5. Successors and Assigns. ~~"'7:~.1. OWNER and ENGINEER each is hereby bound and the partners, successors, executors, administrators and legal representatives ofOWNER and ENGINEER (and to the extent permitted by paragraph 7.5.2 the assigns of OWNER and ENGINEER) are hereby bound to the other party to this Agreement and to the partners, successors, executors, administrators and legal repre- sentatives (and said assigns) of such other party, in respect of al] covenants, agreements and obligations of this Agreement. 7.5.2. Neither OWNER nor ENGINEER shall assign, sublet or transfer any rights under or interest in (includ- ing, but without limitation, moneys that may become due or moneys that are due) this Agreement without the written consent of the other, except to the extent that any assignment, subletting or transfer is mandated by law or the effect of this limitation may be 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. Nothing con- tained inthis paragraph shall prevent ENGINEER from employing such independent professional associates and consultants as ENGINEER may deem appropriate to assist in the performance of services hereunder. 7.5.3. Nothing under this Agreement shall be con- strued to give any rights or benefits in this Agreement to anyone other than OWNER and ENGINEER, and 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. [The remainder of this page was left blank intentionally.] Page 16 of ~.~ pages 7.6. Arbitration. ~~6.1. All claims, counterclaims, disputes and other ma~ers in question between the parties hereto arising out ofUr relating to this Agreement or the breach thereof will be deeded by arbitration in accordance with the Construction~~I,ndustry Arbitration Rules of the Amer- ican Arbitration~lssociation then obtaining, subject to the limitations and ~~restrictions stated in paragraphs 7.6.3 and 7.6.4 below. This Agreement so to arbitrate and any other agreement or consent to arbitrate entered into in accordance herewith as.provided in this para- graph. 7.6 will be specifically enforceable under the prevailing law of any court having jurisdiction. ,~ 7.6.2. Notice of demand for arbitration must ~be.filed/ in writing with the other parties to this Agreement~~rid. with. the American Arbitration Association. The demand must be made within a reasonable time after~e claim, dispute or other matter in question hasr'sen. In no event may the demand for arbitration b made after the date when institution of legal ore 'able proceedings based on such claim, dispute or o er matter in question would be barred by the applic le statute of limitations. 7.6.3. All demands fo arbitration and all answering statements thereto ich include any monetary claim must contain a s ement that the total sum or value in controversy a eged by the party making such demand or answer' g statement is not more than $200,000 (exclusi of interest and costs) and the arbitrators will not h e jurisdiction, power or authority to render a mo etary award in response thereto against any party ich totals more than $200,000 (exclusive of interest and costs). The arbitrators will not have ,jurisdiction, power or authority to consider, or make findings (except` in denial of their own jurisdiction) concerning any claim, counterclaim, dispute or other matter in question where the amount in controversy of any such claim, counter- claim, dispute or matter is more than $200,000 (exclu- sive.of interest-and costs). ~~' 7.6.4. No arbitration arising out of, or relating to, this Agreement may include, by consolidation, joinder or in any other manner, any person or entity who is not a party to this Agreement. 7,.6'5. By written consent signed by all the parties to phis Agreement and containing a specific reference hereto, the limitations and restrictions contained in paragraphs x.6.3 and 7.6.4 may be waived in whole or in part as to .any claim, counterclaim, dispute or other matter spe- cifically described in such consent. No consent to arbi- tration`in respect of a specifically described claim, countercisim;..dispute or other matter in question will constitute conseiti,to arbitrate any other claim, coun- terclaim, dispute or ether matter in question which is not specifically describea`in such consent or in which the sum or value in controversy exceeds $200,000 (exclusive of interest and costs)'or. which is with any party not specifically described therein. ~_ 7.6.6. The award rendered by the arbitrators will be final, judgment may be entered upon it in ally court having jurisdiction thereof, and will not be subject, to modification or appeal except to the extent permitted . by Sections 10 and 11 of the Federal Arbitration Act (9 U.S.C. §§10, ll). [The remainder of this page was left blank intentionally.) Page 17 of ~_ pages >. LJ [This page was left blank intentionally.] Page 18 of ___1r~-. pages + ~ ~ SECTION 8-SPECIAL PROVISIONS, EXHIBITS and SCHEDULES. 8.1. This Agreement is subject to the following special provisions. 8.1.1. 8.2. The following Exhibits-are attached to and made a part of this Agreement: 8.2.1. Exhibit A "Further Description of Basic Engineering Services and Related AZatters" consisting of ~_ pages. 8.2.2. Exhibit B "Duties, Responsibilities and Limitations of .Authority of Resident Project Representative" consisting of 3 pages. 8.2.3. • 8.3. This Agreement (consisting of pages 1 to ~ 4 ,inclusive) together with the Exhibits and schedules identified above constitute the entire agreement between OWNER and ENGINEER and supersede all prior written or oral understandings. This Agreement and said Exhibits and schedules may only be amended, supplemented, modified or cancelled by a duly executed written instrument. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as of the day and year first above written. /_~~~~ZI NER• .CITY OF SOUTH BEND `~/ ENGINEER: BbA ' OF PUBLIC W S ' ~~ COLE ASSOCIATES INC. A ~ ` ~- / // /r /~.~~' Address for giving notices: Address f r diving notices: County-City Building South Bend, IN 46601 X211 E. Jefferson Blvd South Bend, IN 466.15 Page 19 of 19 pages c,' EXHIBIT A TO AGKEEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES, dated 19_ (for use ~~~ith No. 1910-1. 1984 Edition). Further Description of Basic Engineering Services and Related Matters -I : This is an exhibit attached to, made apart of and incarpot~ated by reference into the Agreement made on . , .. 19 between Ci t,y of South Bend , Board of Public Works (OWNER) and (ENGINEER) providing for professional engineering services. The Basic Services of Engineer as described in Section 1 of the Agreement are amended or supplemented as indicated below and the time periods for the performance of certain services as indicated in Section 4 of the Agreement are stipulated as indicated below. 2. During the Study and Report Phase ENGINEER shall: (insert amendments or supplements to paragraph 1.2.) The Study and Report Phase Services will be completed and the Report submitted within 15 calendar days following written authorization fromOWNER to ENGINEER to proceed with that phase of services. 3. During the Preliminary Design Phase ENGINEER shall: (insert amendments or supplements to paragraph 1.3.) The Preliminary Design Phase Services will be completed and ENGINEER'S documentation and opinion of costs submitted within 45 calendar days following written authorization from OWNER to ENGINEER to proceed with that phase of services. 4. During the Final Design Phase ENGINEER shall: (insert amendments or supplements to paragraph 1.4.) • The Final Design Phase Services will be completed and Contract Documents and ENGINEER's opinion of costs submitted within 60 calendar days following written authorization from OWNER to ENGINEER to proceed with that phase of services. [If the construction work is to be performed under more than one prime contract and the times of performance are to be staggered, the provisions of paragraph 4.12 will probably apply and it will be necessary to prepare a special schedule for the Final Design Phase Services.] 5. During the Bidding or Negotiating Phase ENGINEER shall: Pl~~rT~l4?I~~ii~~ii~'4~t~'t~ ~t~S~a~~~?`~) [If the construction work is to be performed under more than one prime contract and the times of performance are to be staggered, the provisions of paragraph 4.12 will probably apply and it will be necessary to prepare a special schedule for the Bidding or Negotiating Phase Services.] 6. During the Construction Phase ENGINEER shall: (insert amendments or supplements to paragraph 1.6.) [If the construction work is to be performed under more than one prime contract and the times of performance are to be staggered, the provisions of paragraph 4.12 will probably apply and it will be necessary to prepare a special schedule for the Construction Phase Services.] [If an outside date for completion of construction is to be added, it should be added here.] Note: This change has to be coordinated with those in ! T4.1 and 4.7. 7. During the Operational Phase ENGINEER shall: • 4iR~xkR~gi~>~~ok~c~xacsa~tc~as~txC~~d~~x~gt-x>~btXXb9 [If an outside date for completion of all services is to be added, it should be added here.) Note: This change is to be coordinated with those in T!4.1 and 4.R. v" 1 0 f 5 .. .. EXHIBIT A FURTHER DESCRIPTION OF BASIC ENGINEERING SERVICES AND RELATED MATTERS Paragraph 2.2. Master~.P.]an - The Master Plan prepared by OWNER shall. be considered to satisfy the requirements of Paragraphs 1.2.4, 1.2.5, 1.2.6, and 1.2.7. If further information is required by OWNER to fulfill the requirements for Paragraphs 1.2.4 thru 1.2.7, the work required to provide such. information shall be considered as "Additional Services" in accordance with Section 2 and Section 5. Paragraph 3.1. Further Project Description This scope of service covers the necessary survey, design, right-of-way plats, and legal descriptions and construction inspection services for the reconstruction of Mayflower Road from relocated Old Cleveland Road to the south approximately 2,70.0 lineal feet. This project includes. relocated-roadway, new sanitary sewers, water mains,. storm water drainage and lighting. Provisions are to be made for electrical service, telephone service and gas service, however, the adtual design of these services is not a part of this contract. • Paragraph 3.2. Survey Design is to be based upon aerial mapping furnished by the OWNER. Survey requirements are for those items necessary to supplement the aerial survey. 3.2.1. Locate and establish the Section Corners and Quarter Section corners necessary to locate survey lines and property lines. 3.2.2. Stake centerline geometrics and reference control points. 3.2..3. Locate underground transmission pipelines 3.2.4. Determine centerline profile elevations at 100 foot intervals or as needed, to verify the areia7 survey contour information. 3.2.5. Set Bench hark elevations at appropriate intervals for use in survey and construction. 3,2.6. Locate. existing property lines for U.S. 31, Toll Road, Mayflower Road and present Old Cleveland Road. 3.2.7. Verify invert elevations for the existing sewer in present Old Cleveland Road. 3.2.8. Staking of the centerline, centerline control points, reference points, bench marks and lot corners shall be accomplished one (1) time. Re-staking shall be an additional service. • 2 of 5 r, , s EXHIBIT A FURTHER DESCRIPTION OF BASIC ENGINEERING: SERVICES AND RELATED MATTERS Paragraph 3.3. Design 3.3.1. Prepare plan and profile sheets from aerial survey data. 3.3.2. Prepare plans in accordance with the Indiana Department of Transportation (INDOT) Design Manual, Volumes I and II. 3.3.3. Review OWNER's standards and specifications for conflicts with INDOT criteria. Recommend and receive OWNER's approval of procedure where such conflicts occur. 3.3.4. Water lines and sanitary sewer lines are to be shown on the road design plan sheets unless separate sheets are required for clarity. Use of separate plan sheets is to be reviewed by the OWNER and OWNERS concurrence received. 3.3.5. Storm Drainage :3.3.5.1. Provide roadway storm drainage in accordance with III-B. 3.3.5.2. Recommend and receive OWNER'S concurrence for off site retention and/or detention of storm water. 3.3.5.3. Design shall include transportation to off site storm water retention and/or detention sites. 3.3.5.4. Provide plats and legal descriptions for drainage easements and/or dedication for off site storage areas. 3.3.5.5. Provide coordination with other Public Agencies having authority over storm v.~ater drainage including, as required, the St. Joseph County Drainage Board, the Indiana Toll Road, INDOT, Indiana Department of Natural Resources and the Corps of Engineers. 3.3.5.6. Item III-E-5 shall be interpreted to include wetlands. 3.3.6. I/N Kote Sanitary Sewer Provide coordination and provisions for construction of • the I/N Kote Sanitary Sewer and appurtenances. Paragraph 3.4. Adjacent Roadways and Streets Portions of this design is dependent upon the design of adjacent projects being processed concurrently or early in the design period. If these projects are not advanced, ENGINEER will be required to perform preliminary investigations as additional services. Paragraph 3.5. Water Line Design of the water line to loop by completing a connection in existing Old Cleveland Road right-of-way. 3of5 F V • ~ • EXHIBIT A FURTHER DESCRIPTION OF BASIC ENGINEERING SERVICES AND RELATED MATTERS °' ~ Paragraph 4.1. ...complete the-final design phase for the design as defined in Section 3 of this Exhibit "A". Paragraph 4.2. Rights-of-Way 4.2.1. Roadway 4.2.1.1. Provide plats and legal description(s) for .roadway rights-of-way. 4.2.1.2. Provide a plat similar to a subdiv7sion plat for the dedication of rights-of-way. 4.2.1.3. Coordinate with the St.. Joseph County Area Plan Commission for acceptability. 4.2.1.4. Make presentation to Area Plan Commission and City Council for Plat approval. 4.2.2. Utility`Easements 4.2.2.1. Prepare legal descriptions for drainage and utility easements. 4.2.3. Right-of-Way Services not included 4.2.3.1.. Rights-of-Way services do not include appraisal and buying services. Paragraph 4.4, Utility Agreements and Coordination 4.4.1. Coordinate utility design with public and private utilities. 4.4.2. Furnish utility agreements covering construction in the public right-of-way using standard agreement forms. 4.4.3. Furnishing of agreements under this Section 4.4. does not include legal or negotiating service nor does it include the development of specific agreement forms beyond the scope of the standard agreement forms used in Local Public Agency - INDOT projects. Paragraph 4.5. Regulatory Agency Permits 4.5.1. ENGINEER shall prepare application for construction permits for submission to the Indiana Department of Environmental hlanagement (IUEM) for both sanitary-sewers and potable water transmission lines. 4.5.2. ENGINEER shall submit permit application(s) and required supporting documentation to OWNER for review, execution, and submission to IDEM. ~'' 4.5.3. OWNER shall pay any permit application fees. 4 of 5 %~ w EXHIBIT A FURTHER DESCRIPTION OF BASIC ENGINEERING SERVICES AND RELATED MATTERS .. Section 6 .._ . ,.._.. . It is recognized and agreed that ENGINEER does .not control. the time of service during the Construction Phase and that such service is dependent upon the Contractor's prosecution of the work. Any estimate for the ENGINEER'S service during construction is based upon. the ENGINEER's best judgement. The actual services to be performed during the construction phase shall be adjusted to conform to the Contractor's schedule. Section 7 Prepare operation and maintenance manuals .for the operation of sanitary sewer lift station(s) and water booster pump(s), as may be included in the project. 5of5 a. w • EXHIBIT B TO AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES, dated .19- (for use with No. 1910-1, 1984 Edition). A LISTING OF THE DUTIES, RESPONSIBILITIES AND LIMITATIONS OF AUTHORITY OF THE RESIDENT PROJECT REPRESENTATIVE. This is an Exhibit attached to, made a part of and incorporated by reference with the Agreement made on , ~~ ' `i~' ,between City of South 'Bend, Board of ~~Publ is Works -(OWNER) and (ENGINEER) providing for professional engineering services. ENGINEER .shall furnish a Resident Project Representative (RPR), assistants and other field staff to assist ENGINEER in observing performance of the work of Contractor. Through more extensive on-site observations of the work in progress and field checks of materials and equipment by the RPR and assistants, ENGINEER shall endeavor to provide further protection for OWNER against defects and deficiencies in the work of CONTRACTOR; but, the furnishing of such services will not make ENGINEER responsible for or give ENGINEER control over construction means, methods, techniques, sequences or procedures or for safety precautions or programs5 or responsibility for CONTRACTOR's failure to perform the Work in accordance with the Contract Documents and in particular the specific limitations set forth in paragraph 1.6 of the Agreement are applicable. The duties and responsibilities of the RPR are limited to those of ENGINEER in ENGINEER's agreement with the OWNER and in the construction Contract Documents, and are further limited and described as follows: A. (general RPR is ENGINEER'S agent at the site, will act as directed by and under the supervision of ENGINEER, and will confer with ENGINEER regarding RPR's actions. RPR's dealings in matters pertaining to the on-site work shall in general be with ENGINEER and CONTRACTOR keeping OWNER advised as necessary. RPR's dealings with subcontractors .shall only be through or with the full knowledge and approval of CONTRACTOR. RPR shall _ generally communicate with OWNER with the knowledge of and under the direction of ENGINEER. 13a Duties and Responsibilities of RPR 1. Sclzedttles: Review the progress schedule, schedule of Shop Drawing submittals and. schedule of values prepared by CONTRACTOR and consult with ENGINEER concerning acceptability. 2. Conferences and Meetings: Attend meetings with CONTRACTOR, such as preconstruction conferences, progress meetings, job conferences and other project-related meetings, and prepare and circulate .copies of minutes thereof. 3. Liaison: a. Serve as ENGINEER'S liaison with CONTRACTOR, working principally through CONTRACTOR's superintendent and assist in understanding the intent of the Contract Documents; and assist ENGINEER in serving as OWNER's liaison with CONTRACTOR when CONTRACTOR's operations affect OWN- ER'S on-site operations. b. Assist in obtaining from OWNER additional details or information, when required for proper execution of the Work. 4. Shop Drawings and Samples: a. Record date of receipt of Shop Drawings and samples. b. Receive samples which are furnished at the site by CONTRACTOR, and notify ENGINEER of avail- ability of samples for examination. c. Advise ENGINEER and CONTRACTOR of the commencement of any Work requiring a Shop Drawing or sample if the submittal has not been approved by ENGINEER. i. Rei~ie}r ~f Work, Rejection of Defectire Work, Inspections and Tests: a. Conduct on-site observations of the Work in progress to assist ENGIti'EER in determining if the Work • is in general proceeding in accordance with the Contract Documents. b. Report to ENGINEER whenever- RPR believes that any Work is unsatisfactory ;faulty or defective or does not conform to the Contract Documents, or has been damaged, or does not meet the requirements viii lof3 n~ µ, ~ of any inspection, test or approval. required to be made; and advise ENGINEER of Work thatRPR • believes should be corrected or rejected or should be uncovered for observation, or requires special testing, inspection or approval. c. Verify that tests, equipment and systems startups and operating and maintenance training are conducted in the presence of appropriate personnel, and that CONTRACTOR maintains adequate records thereof; and observe, record and report to ENGINEER appropriate details relative to the test procedures and startups. .. _ ,_. d. Accompany visiting inspectors representing public or other agencies having jurisdiction over the Project, record the results of these inspections and report to ENGINEER. 6. Interpretation of Contract Documents: Report to ENGINEER when clarifications and interpretations of the Contract Documents are needed and transmit to CONTRACTOR clarifications and interpretations as issued by ENGINEER. 7. ,Modifications: Consider and evaluate CONTRACTOR'S suggestions for modifications in Drawings or Specifications and report with RPR's recommendations to ENGINEER. Transmit to CONTRACTOR decisions as issued by ENGINEER. 8. Records: a. Maintain at the job site orderly files for correspondence., reports of job conferences, Shop Drawings and samples, reproductions of original Contract Documents including all Work Directive Changes, Addenda, Change Orders, Field Orders, additional Drawings issued subsequent to the execution of the Contract, ENGINEER's clarifications and interpretations ofthe Contract Documents, progress reports, and other Project related documents. b. Keep a diary or log book, recording CONTRACTOR hours on the job site, weather conditions, data relative to questions of Work Directive Changes, Change Orders or changed conditions, list of job site visitors, daily activities, decisions, observations in general, and specific observations in more detail as in the case of observing test procedures; and send copies to ENGINEER. • c. Record names, addresses and telephone numbers of all CONTRACTORS, subcontractors and major suppliers of materials and equipment. 9. Reports: a. Furnish ENGINEER periodic reports as required of progress of the Work and of CONTRACTOR'S compliance with the progress schedule and schedule of Shop Drawing and sample submittals. b. Consult with ENGINEER in advance of scheduled major tests, inspections or start of important phases of the Work. c. Draft proposed Change Orders and Work Directive Changes, obtaining backup material from CON- TRACTORand recommend to ENGINEER Change Orders, Work Directive Changes, and Field Orders. d. Report immediately to ENGINEER and OWNER upon the occurrence of any accident. 10. Payment Requests: Review applications for payment with CONTRACTOR for compliance with the estab- lished procedure for their submission and forward with recommendations to ENGINEER, noting partic- ularly the relationship of the payment requested to the schedule of values, Work completed and materials and equipment delivered at the site but not incorporated in the Work. 11. Certificates, Maintenance aitd Opei•atiat Maiu~als: During the course of the Work, verify. that certificates. maintenanceand operation manuals and other data required to be assembled and furnished by CON- TRACTOR are applicable to the items actually installed and in accordance with the Contract Documents, and have this material delivered to ENGINEER for. review and forwarding to OWI~IER prior to final payment for the Work. 12. Cori-pletion: a. Before ENGINEER issues a Certificate of Substantial Completion, submit to CONTRACTOR a list of observed items requiring completion or correction. b. Conduct final inspection in the company of ENGINEER, OWNER, and CONTRACTOR and prepare a final list of items to be completed or corrected. c. Observe that all items on final list have been completed or corrected and make recommendations to ENGI:~ EER concerning acceptance. -x 2 of 3 ~~B~~ K~ M. a- C. Limitations of Authority Resident Project Representative: 1. Shall not authorize any deviation from the Contract Documents or substitution of materials or equipment, unless authorized by ENGINEER. 2. Shall not exceed limitations of ENGINEER'S authority as set forth in the Agreement or the Contract Documents. 3. `Shall -not undertake any of the responsibilities"of'CONTRfTCTOR, subcontractors or CONTRACTOR'S superintendent. 4. Shall not advise on, issue directions relative to or assume control over any aspect of the means, methods, techniques, sequences or procedures of construction unless such advice or directions are specifically required by the Contract Documents. 5. Shall not advise on, issue directions regarding or assume control over safety precautions and programs in connection with the Work. 6. Shall not accept Shop Drawing or sample submittals from anyone other than CONTRACTOR. 7. Shall not authorize OWNER to occupy the Project in whole or in part. 8. Shall not participate in specialized field or laboratory tests or inspections conducted by others except as specifically authorized by ENGINEER. r~ fL x 3 of 3 "g" ~r.... 5 ~. _ This documenthas important legal consequences; consultation with an attorneyis encouraged with respect to its completion or modification. - ~. STANDARD FORM OF AGREEMENT. ,_,,..,. BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES THIS IS AN AGREEMENT made as of y~7/v U~~~y ~ , 19. /~ between City of South Bend, by and through it's Board of Public Works Cole Associates Inc.., 2211 E. Jefferson Blvd., South Bend, IN 4661.5 (OWNER) and (ENGINEER). OWNER intends to .prepare plans, specifications and right-of-way drawings and related items necessary for the purchase of rights-of-way and the construction of the 1~orthwest Loop Street that is connected to relocated Old Cleveland Road in the Airport 2010 Pro.iect.. (hereinafter called the Project). OWNER and ENGINEER in consideration of their mutual covenants herein agree in respect of the performance of professional engineering services by ENGINEER and the payment for those services by OWNER as set forth below. SECTION ]=BASIC SERVICES OF ENGINEER 1.1. General. 1.2. Study and Report Phase. After written authorization to proceed, ENGINEER shall: 1. l.l. ENGINEER shall. provide for OWNER profes- sional engineering services in all phases of the Project to which. this .~creement applies as hereinafter pro- - vided. These services will include serving as OVdNER's professional engineering representative for the Project, providing professional engineering consultation and advice and furnishing customary civil, structural, mechanical and electrical engineering services and cus- tomary architectural services incidental thereto. Page 1 of 1.2.1. Consult with OWNER to clarify and define OWNER's requirements for the Project and review available data. 1.2.2. Advise OWNER as to the necessity of O~'~'N- ER's providing or obtaining from others data or ser- vices of the types described in paragraph 3,3, and assist OWNER in obtaining such data and services. 19 pages 1.2.3. Identify and analyze requirements df govern- 1.3.3. Advise OWNER if additional data or services mental authorities having jurisdiction to approve the of the types described in paragraph 3.4 are necessary design of the Project and participate in consultations and assist OWNER in obtaining such data and services. with such authorities. ~~ C~ 2.4. Provide analyses of OWNER's needs, plannin veys, site evaluations and comparative studies o ective sites and solutions. / 1.2.5. )vide a general economic analysis o,P~OWN- ER's req rements applicable to various alt natives. 1.2.6. Prepa a Report containing sche atic layouts, sketches and c nceptual design criteri with appropri- ate exhibits to in ~ ate clearly the cons' erations involved (including applica le requiremen of governmental authorities having ~ risdiction aforesaid) and the alternative solutions a ailable OWNER and setting forth ENGINEER's find gs a recommendations. This Report will be accompani y ENGINEER'S opinion of probable costs for the P ct, including the following which will be separate] ite 'zed: Construction Cost, allowance for enginee ng costs nd contingencies, and (on the basis of inf rmation fu fished by OWNER) allowances for su other items as harges of all other professionals an consultants, for th cost of land and rights-of--way, or compensation for r damages to properties, f interest and financing c rges and for other serv' es to be provided by other for Owner pursuant paragraphs 3.7 through 3.11, inc slue. The total of 11 such costs, allowances, etc. are he einafter ~' calle `Total Project Costs". 7. Furnish five copies of the Study and Report c :nts and review them in person with OWNER. The duties and responsibilities of ENGINEER during the Study and Report. Phase are amended and supple- mented as indicated in paragraph 2 of Exhibit A "Fur- ther Descriptions of Basic Engineering Services and Related Matters". 1.3. Preliminary Design Phase. -- After written authorization to proceed with the Prelim- inary Design Phase, ENGINEER shall: 1.3.1. In consultation with OWNER and on the basis of the accepted Study and Report documents, deter- mine the general scope, extent and character of the Project. ].3.2. Prepare Preliminary Design documents consist- ing offinaldesign criteria, preliminary drawings, outline specifications and. written descriptions of the Project. 1.3.4. Based on the information contained in the pre- liminary design documents, submit a revised opinion of probable Total Project Costs. 1.3.5. Furnish five copies of the above Preliminary Design documents and present and review them in per- son with OWNER. The duties and responsibilities of ENGINEER during the Preliminary Design Phase are amended and sup- plemented as indicated in paragraph 3 of Exhibit A "Further Description of .Basic Engineering Services and Related Matters". 1.4. Final Design Phase. After written authorization io proceed with the Final Design Phase, ENGINEER shall: 1.4.I. On the basis of the accepted Preliminary Design documents and the revised opinion of probable Total Project Costs prepare for incorporation in the Contract Documents final drawings to show the general scope, extent and character of the work to be furnished and performed by Contractor(s) (hereinafter called "Draw- ings") and Specifications (which will be prepared in conformance with. the sixteen division format of the Construction Specifications Institute). 1.4.2. Provide technical criteria, written descriptions and design data for OWNER's use in filing applications for permits with or obtaining approvals of such gov- ernmental authorities as have jurisdiction to approve the design of the Project, and assist OWNER in con- sultations with appropriate authorities. 1.4.3. Advise OWNER of any adjustments to the latest opinion of probable Total Project Costs caused by changes in general scope, extent or character or design requirements of the Project or Construction Costs. Fur- nish to OWNER a revised opinion of probable Total Project Costs based on the Drawings and Specifica- tions. 1.4.4. Prepare for review and approval by OWNER, its legal counsel and other advisors contract agreement forms, general conditions and supplementary condi- bons, and (where appropriate) bid forms, invitations to bid and instructions to bidders (all of which shall be consistent with the forms and pertinent guide sheets Page 2 of 19 pages Y f LJ prepared by the Engineers Joint Contract Documents Committee), and assist in the preparation of other related documents. 1.4.5. Furnish five copies of the above documents and of the Drawings and Specifications and present and .review them in person with OWNER. _.. The duties and responsibilities of ENGINEER during the Final Design Phase are amended and supplemented as indicated in paragraph 4 of Exhibit A "Further Description of Basic Engineering Services and Related .__ ... Matters". I.S. Bidding or Negotiating Phase. After written authorization to proceed with the Bidding or Negotiating Phase, ENGINEER shall: l :5.1. Assist OWNER in advertising for and obtaining bids or negotiating proposals for each separate prime contract for .construction, materials, equipment and services; and, where applicable, maintain a record of prospective bidders to whom Bidding Documents have been issued, attend pre-bid conferences and receive. and process deposits for Bidding Documents. fl .~.2. Issue addenda as appropriate to interpret, clarify or expand the Bidding Documents. 1.5.3. Consult with and advise OWNER as to the acceptability of subcontractors, suppliers and other persons and organizations proposed by the prime con- tractor(s) (herein called "Contractor(s)")for those por- tions of the work as to which such acceptability is required by the Bidding Documents. 1.5.4. Consult with OWI~TER concerning and deter- minethe acceptability of substitute materials and equip- ment proposed by Contractor(s) when substitution prior to the award of contracts is allowed by the Bidding Documents. 1..5.5. Attend the bid opening, prepare bid tabulation sheets and assist OWNER in evaluating bids or pro- posals and in assembling and awarding contracts for construction, materials, equipment and services. The duties and responsibilities of ENGINEER during the Bidding or Negotiating Phase are amended and supplemented as indicated in paragraph 5 of Exhibit A "Further Description of Basic Engineering Services and Related Matters". 1.6. Construction Phase. During the Construction Phase: 1.6.1. General Administration of Constriction Cat- rract. ENGINEER shall consult -with and advise OW:NFtB,and act as OWNER's representative as pro- vided inArticles 1 through 17, inclusive, of the Standard General Conditions of the Construction Contract, No. 1910-8 (1983 edition) of the Engineers Joint Contract Documents Committee. The extent and limitations of the duties, responsibilities and authority of ENGI- NEER as~assigned in said Standard General Conditions shall not be modified, except to the extent provided in paragraph 6 of Exhibit A "Further Description of Basic Engineering Services and Related Matters" and except as ENGINEER may otherwise agree in writing. All of OWNER's instructions to Contractor(s) will be issued through ENGINEER who will have authority to act on behalf of OWNER to the extent provided in said Stan- lard General Conditions except as otherwise provided in writing. .1.6.2. Visits to Site and Observation of Construction. In connection with observations of the work of Con- tractor(s) while it is in progress: 1.6.2.1. ENGINEER shall make visits to the site at intervals appropriate to the various stages of con- struction as ENGINEER deems necessary in order to observe as an experienced and qualified design professional the progress and quality of the various aspects of Contractor(s)' work. In addition, ENGI- NEER shall. provide the services of a Resident Proj- ect Representative (and assistants as agreed) at the site to assist ENGINEER and to provide more con- tinuous observation of such work. Based on infor- mationobtained during such visits and on such obser- vations, ENGINEER shall endeavor to determine in general if such work is proceeding in accordance with the Contract Documents and ENGINEER shall keep OWNER informed of the progress of the work. 1.6.2.2. The Resident Project Representative (and any assistants) will be ENGINEER'S agent or employee and under ENGINEER'S supervision. The duties and responsibilities of the Resident Project Representative (and assistants) are set forth in Exhibit B "Duties, Responsibilities and Limitation of Authority of Resident Project Representative". 1.6..2.3.. The purpose of ENGINEER`s visits to and representation. by the Resident Project Repre- sentative (and assistants; if any) at the site will be to enable ENGINEER to better carry out the duties and Page 3 of I9 pages •~ i responsibilities assigned to and undertaken by ENGINEER during the Construction Phase,. and, in addition, by exercise of ENGINEER'S efforts as an experienced and qualified design professional, to pro- vide for OWNER a greater degree of confidence that the completed work of Contractor(s) will conform generally to the Contract Documents and that the integrity of the design concept as reflected 'in"the Contract Documents has been implemented and pt'e- served by Contractor(s). On the other hand, ENGI- NEER shall not, during such visits or as a result of such observations of Contractors}' 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 by Contractor(s), for safety precautions and programs incident to the work of Contractor(s) or for any failure of Contractor(s) to comply with laws, rules, regula- tions, ordinances, codes or orders applicable to Con- tractor(s) furnishing and performing their work. Accordingly, ENGINEER can neither guarantee the performance of the construction contracts by Con- tractor(s). nor assume responsibility for Contrac- tor(s)' failure to .furnish and perform their work- in accordance with the Contract Documents. I.6.3. Defective Work. During such visits and on the basis of such observations, ENGINEER may disap- prove of or reject Contractor(s)' work while it is in progress if ENGINEER believes that such work will not produce a completed Project that conforms gen- erally to the Contract Documents or that it will preju- dice the integrity of the design concept of the Project as reflected in the Contract Documents. 1.6.4. Interpretations and Clarifications. ENGINEER shall issue necessary interpretations and clarifications of the Contract Documents and in connection therewith prepare work directive changes and change orders as required. 1.6.5. Shop Drawings. ENGII~TEER shall review and approve (or take other appropriate action in respect of) Shop Drawings (as that term is defined in the aforesaid Standard General Conditions), samples and other data which Contractor(s) are required to submit, but only for conformance with the design concept of the Project and compliance with the information given in the Con- tract Documents. Such reviews and approvals or other action shall not extend to means, methods, techniques, sequences or procedures of construction or to safety precautions and programs incident thereto. 1.6.6. Srrbstitrrtes. ENGINEER shall evaluate and determine the acceptability of substitute materials and equipment proposed by Contractor(s), but subject to the provision of paragraph 2.2.2. 1.6.7. Inspections and Tests. ENGINEER shall have authority, as OWNER's representative, to require spe- cial inspection or testing of the work, and shall receive and review all certificates of inspections, testings and approvals required by laws,- rules, regulations,. ordi- nances, codes, orders or the Contract Documents (but only to determine generally that their content complies with the requirements of, and the results certified indi- cate compliance with, the Contract Documents}. 1.6.8. Disp~stes bet-,~een OWNER and Contractor. ENGINEER shall act as initial interpreter of the requirements of the Contract Documents and judge of the acceptability of the work thereunder and make deci- sions on all claims of OWNER and Contractor(s) relat- ing tothe acceptability of the work or the interpretation of the requirements of the Contract Documents per- taining to the execution, and progress of the work. ENGINEER shall not be liable for the results of any such interpretations ordecisionsrendered ingood faith. 1.6.9. Applications for Payment. Based on ENGI- NEER'S on-site observations as an experienced and qualified design professional, on information provided by the Resident Project Representative and on review of applications for payment and. the accompanying data and schedules: 1.6.9.1. ENGINEER shall determine the amounts owing to Contractor(s) and recommend in writing payments to Contractor(s) in such amounts. Such recommendations of payment will constitute a rep- resentation to OWNER, based on such observations and review, that the work has progressed to the point indicated, and that, to the best of ENGINEER's knowledge, information and belief, the quality of such work is generally in accordance with the Con- tract Documents (subject to an evaluation of such work as a functioning whole prior to or upon Sub- stantial Completion, to the results of any subsequent tests called for in the Contract Documents and to any other qualifications stated in the recommendation).. In the case of unit price work, ENGINEER'S rec- ommendations of payment will include final deter- minations of quantities and classifications of such work (subject to any subsequent adjustments allowed by the Contract Documents). 1.6.9.2. By recommending any payment ENGI- NEER will not thereby be deemed to have repre- sented that exhaustive, continuous.or detailed reviews or examinations have been made by ENGINEER to check the quality or quantity of Contractor(s)' work Page 4 of I9 pages as it is furnished and performed beyond the respon- sibilities specifically assigned to ENGINEER in this Agreement and the Contract Documents. ENGI- NEER's review of Contractor(s)' work for the pur- poses of recommending payments will not impose on ENGINEER responsibility to supervise, direct or control such work or for the means, methods, tech- niques, sequences, or procedures of construction or safety precautions or programs incident thereto or Contractor(s) compliance with laws, rules, regula- tions, ordinances, codes or orders applicable to their furnishing and performing the work. It will also not impose responsibility on ENGINEER to make any examination to ascertain how or for what purposes any Contractor has used the moneys paid on account of the Contract Price, or to determine that title to any of the work, materials or equipment has passed to OWNER free and clear of any Iien, claims, security interests or encumbrances, or that there may not be other matters at issue between OWNER and CON- TRACTOR that might affect the amount that should be paid. s 1.6.10.., Contractor(s)' Completia:Documents. ENGI- NEER shall receive and review maintenance and oper- ating instructions, schedules, guarantees, bonds and certificates of inspection, tests and approvals which are to be assembled by Contractor(s) in accordance with the Contract Documents (but such review will only be to determine that their content complies with the regtairements of, and in the case of certificates ofinspec- tion, tests and approvals the results certified indicate compliance with, the Contract Documents); and shall transmit them to OWNER with written comments. 1.6.11. Inspections. E~G.INEER shall conduct an inspection to determine if the work is substantially complete and a final inspection to determine if the com- pleted work is acceptable so that ENGINEER may recommend, in. writing, final payment to Contractor(s) and may give written notice to OWNER and the Con- tractor(s) that the work is acceptable (subject to any conditions therein expressed), but any such recom- mendation and notice will be subject to the limitations expressed in paragraph 1.6.9.2. 1.6.12. Limitatiat of Respo-isibilities. ENGINEER shall not be responsible for the acts or omissions of any Contractor, or of any subcontractor or supplier, or any of the Contractor(s)' or subcontractor's or supplier's agents or employees or any other persons (except ENGINEER's own employees and agents) at the site . or otherwise furnishing or performing any of the Con- tractor(s)' work; however, nothing contained in para- graphs 1.6.1 thru 1.6.11 inclusive, shall be construed to release ENGINEER from liability for failure to prop- erly perform duties .and responsibilities assumed by ENGINEER in the Contract Documents. 1.7. Operational Phase. During the Operational Phase, ENGINEER shall, when requested by OWNER: <~ ,. 1.7.1. Provide assistance in the closing of any financial or related transaction for the Project. 1.7.2. Provide assistance in connection with the refin- ing and adjusting of any. equipment or system. 1.7.3. Assist OWNER in training OWNER's staff to operate and maintain the Project. 1.7.4. Assist OWNER in developing systems and pro- cedures for control of the operation and maintenance of and record keeping for the Project. 1.7.5. Prepare a set of reproducible record prints of Drawings showing those changes made during the con- structionprocess, based on the marked-up prints, draw- ingsand otherdatafurnished byContractor(s) to ENGI- NEER and which ENGINEER considers significant. 1.7.6. In company with OWNER, visit the Project to observe any apparent defects in the completed con- struction, assist OWNER in consultations and discus- sions with Contractor(s) concerning correction of such deficiencies, and make recommendations as to replace- ment or correction of defective work. The duties and responsibilities of ENGINEER during the Operational Phase are amended and supplemented as indicated in paragraph 7 of Exhibit A "Further Description of Basic Engineering Services and Related Matters". SECTION 2-ADDITIONAL SERVICES OF ENGINEER 2.1. Services Requiring Authorization in Advance. If authorized in writing by OWNER, ENGINEER shall furnish or obtain from others Additional Services of the types listed in paragraphs 2.1.1 through 2.I.I4, inclusive. These services are not included as part of Basic Services except to the extent provided otherwise in Exhibit A "Further Description of Basic Engineering Services and Related Matters"; these will be paid for by OWNER as indicated in Section 5. Page 5 of I9 pages 2.1. I. Preparation of applications-and supporting doc- uments (in addition to those furnished under Basic Ser- vices) 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 effect on the design requirements of the Project of any such state- rnents and• documents prepared by others; and _ assis- tance in obtaining approvals of authorities having juris- diction over the anticipated environmental impact of the Project. 2.1.2. 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. 2.1.3. Services resulting from significant changes in the general scope, extent or character of the Project or its design including, but not limited to, changes in size, complexity, OWNER's schedule, character of con- struction or method of financing; and revising previ- ously accepted studies, reports, design documents or Contract Documents when such.revi~ions are required by changes in laws, rules,. regulations, ordinances, codes or orders enacted subsequent to the preparation of such studies, reports or documents, or are due to any other causes beyond ENGINEERS's control. 2.1.4. Providing renderings or models for OWNER'S use. 2.1.5. Preparing documents for alternate bids requested by OWNER for Contractors}' work which is not exe- cuted or documents for out-of-sequence work. 2.1.6. Investigations and studies involving, but not lim- ited to, detailed consideration of operations, mainte- nance and overhead expenses; providing value engi- neering during the course of design; the preparation of feasibility studies, cash flow and economic evaluations, rate schedules and appraisals; assistance in obtaining financing for the Project; evaluating processes available for licensing and assisting OWNER in obtaining process licensing; detailed quantity surveys of material, equip- ment and labor; and audits or inventories required in connection with construction performed by OWNER. 2.1.7. Furnishing services of independent professional associates and consultants for other than Basic Services (~~hich include, but are not limited to, customary civil, structural, mechanical and electrical engineering and customary architectural design incidental thereto); and providing data or services of the types described in paragraph 3.4 when OiVNER employs ENGINEER to provide such data or services in .lieu of furnishing the same in accordance with paragraph 3.4. 2.1.8. if ENGINEER'S compensation is on the basis of a lump sum or percentage of Construction Cost or cost-plus a fixed .fee method of payment, services resdttirtg"frtrfifi°the awa"t`d of more separate prime con- tracts for construction, materials or equipment for the Project than are contemplated by paragraph 5.1.1.2. If ENGINEER's compensation is on the basis of a per- centage of Construction Cost and ENGINEER has been required to prepare Contract Documents on the assumption that more than one prime contract will be awarded forconstruction,materials and equipment, but only one prime contract is awarded for construction, materials and equipment for the Project, services attrib- utable to the preparation of contract documentation that was rendered unuseable and any revisions or addi- tions to contract documentation used that was neces- sitated by the award of only one prime contract. 2.1.9, Services during out-of--town travel required of ENGINEER other than visits to the site or OWNER's office as required by Section 1. 2.I.1Q. Assistance in connection with bid protests, rebidding or renegotiating contracts for construction, materials, equipment or services, except when such assistance is required to complete services called for in paragraph 6.2.2.5. 2.1.11. Providing any type of property surveys or related engineering services needed for the transfer of interests in real property and field surveys for design purposes and engineering surveys and staking to enable Con- tractor(s) to proceed with their work; and providing other special field surveys. 2.1.12. Preparation ofoperating,maintenance and staff- ing manuals to supplement Basic Services under para- graph 1.7.3. - - 2.1.13. Preparing to serve or serving as a consultant or witness for OWNER in any litigation, arbitration or other legal or administrative proceeding involving the Project (except for assistance in consultations which is included as part of Basic Services under paragraphs 1.2.3 and 1.4.2). 2.1.14. Additional services in connection with the Proj- ect, including services which are to be furnished by OWNER in accordance with Article 3, and services not otherwise provided for in this Agreement. .. 1 Page 6 of 1 q pages 2.2. Required AdditionaLServices. When required by the Contract Documents in circum- stances beyond ENGINEER's control, ENGINEER shall furnish or obtain .from others, as circumstances require during construction and without waiting for specific authorization from OWNER, Additional Ser- vices of the types listed in paragraphs -2.2.1 throug}i 2.2.6, inclusive (except to the extent otherwise pro- vided in Exhibit A "Further Description of Basic Engi- neeringServices and Related Matters").These services are not included as part of Basic Services. ENGINEER shall advise OWNER promptly after starting any such Additional Services which will be paid for by OWNER as indicated in Section 5. 2.2.1. Services in connection with work directive changes and change orders to reflect changes requested by OWNER if the resulting change in compensation for Basic Services is not commensurate with the addi- tional services rendered. 2.2.2. Services in making revisions to Drawings and Specifications occasioned by the acceptance of substi- tutions proposed by Contractor(s); and services after the award of each contract in evaluating and determin- ing the acceptability of an unreasonable or excessive • number of substitutions proposed. by Contractor. 2.2.,3, Services resulting from significant delays, changes or price increases occurring as a direct or indirect result of material, equipment or energy shortages. 2.2.4. Additional or extended services during con- struction made necessary by (1) work damaged by fire or other cause during construction, (2) a significant amount of defective or neglected work of any Contrac- tor, (3) acceleration of the progress schedule involving services beyond normal working hours, and (4) default by any Contractor. 2.2.5. Services (other than Basic Services during the Operational Phase) in connection with any partial uti- lization of any part of the Project by OWNER prior to Substantial Completion. 2.2.6. Evaluating an unreasonable or extensive num- ber of claims submitted by Contractor(s) or others in connection with the work. SECTION 3-OWNER'S RESPONSIBILITIES OWNER shall do the following in a timely manner so as not to delay the services of ENGINEER: 3.1. Designate in writing a person to act as OWNER's representative with respect to the services to be ren- dered under this Agreement. Such person shall have complete authority to transmit instructions, receive information, interpret and define OWNER's policies and decisions with respect to ENGINEER'S services for the Project. 3.2. Provide all criteria and full information as to OWNER'S requirements for the Project, including design objectives and constraints, space, capacity and perfor- mance 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 Specifica- tions. 3.3. Assist ENGINEER by placing at ENGINEER's disposal all available information pertinent to the Proj- ect including previous reports and any .other data rel- ative to design or construction of the Project. 3.4. Furnish to ENGINEER, as .required for perfor- mance of ENGINEER'S Basic Services (except to the extent provided otherwise in Exhibit A "Further Description of Basic Engineering Services. and Related Matters"), the following: 3.4.1. data prepared by or services of others, including without limitation borings, probings and subsurface explorations, hydrographic surveys, lab- oratory tests and inspections of samples, materials and equipment; 3.4.2. appropriate professional interpretations of all of the foregoing; 3.4.3. environmental assessment and impact statements; 3.4.4. property, boundary, easement, right-of--way, topographic and utility surveys; 3.4.5. property descriptions; 3.4.6. zoning, deed and other land use restriction; and 3.4.7. other special data or consultations not cov- ered in Section 2; all of which ENGINEER may use and rely upon in performing services under this Agreement. 3.5. Prove e survey re erence points for n except to rovided Page 7 of 19 pages ~.~ I~ • otherw- ibit A "Further De o asic Engineering Service Matters") to enable Co to proceed with the layou ~ rk. 3.6. Arrange for access to and make all .provisions for ENGINEER to enter upon public and private property as required for ENGINEER to perform services under this Agreement: ....,~, . , 3.7. Examine all studies, reports, sketches, Drawings, Specifications, proposals and other documents pre- sented by ENGINEER, obtain advice of an attorney,. insurance counselor and other consultants as OWNER deems appropriate for such examination and render in writing decisions pertaining thereto within a reasonable time so as not to delay the services of ENGINEER. 3.8. Furnish approvals and permits from all govern- mental authorities having jurisdiction over. the Project and such approvals and consents from others as may be necessary for completion of the Project. 3.9. Provide such accounting, independent cost esti- mating and insurance counseling services as may be required for the Project, such legal services as OWNER may require or ENGINEER may reasonably request with regard to legal issues pertaining to the Project including any that may be raised by Contractor(s), such auditing service as OWNER may require to ascertain how ~r-for what purpose any Contractor has used the moneys paid under the construction contract, and such inspection services as OWNER may require to ascer- tain that Contractor(s) are complying with any law, rule, regulation, ordinance, code or order applicable to their furnishing and performing the work. 3.10. If OWNER designates a person to represent OWNER at the site who is not ENGINEER or ENGI- NEER'sagent or employee, the duties, responsibilities and limitations of authority of such other person and the affect thereof on the duties and responsibilities of ENGINEER and the Resident Project Representative (and any assistants) will be set forth in an exhibit that is to be identified, attached to and made a part of this Agreement before such services begin. 3.11. If more than one prime contract is to be awarded for construction, materials, equipment and services for the entire Project, designate a person or organization to .have authority and responsibility for coordinating the activities among the various prime contractors. 3.12. Furnish to ENGINEER data or estimated figures as to OWNER'S anticipated costs for services to be provided by others for OWNER (such as services pur- suant to paragraphs 3.7 through. 3.11, inclusive and other costs of the types referred to in paragraph 1.2.6) so that ENGINEER may make the necessary findings to support opinions of probable Total Project Costs. 3.13. Attend the pre-bid conference, bid opening, pre- construction conferences, construction progress and other job related meetings and substantial completion inspections and final payment inspections:~= 3.14. Give prompt written notice to ENGINEER whenever OWNER observes or otherwise becomes aware of any development that affects the scope or timing of ENGINEER'S services, or any defector non- conformance. in the work of any Contractor. 3.15. Furnish, or direct ENGINEER to provide, Addi- tional Services as stipulated in paragraph 2.1 of this Agreement or other services as required. 3.16. Bear all costs incident to compliance with the requirements of this Section 3. SECTION 4-PERIODS OF SERVICE 4.1. The provisions of this Section 4 and the various rates of compensation for ENGINEER'S services pro- videdfor elsewhere in this Agreement have been agreed to in anticipation of the orderly and continuous progress of the Project through completion of the Construction Phase. ENGINEER'S obligation to render services hereunder will extend -for a period which. may reason- ably be required for the design, award of contracts, construction and initial operation of the Project includ- ing extra work and required extensions thereto. If in Exhibit A "Further Description of Basic Engineering Services and Related Matters" specific periods of time for rendering services are set forth or specific dates by which services are to be completed are provided and if such dates are exceeded through no fault of ENGI- NEER, all rates, measures and amounts of compen- sation provided herein shall be subject to equitable adjustment. 4.2. The services called for in the Study and Report Phase will be completed and the Report submitted within the stipulated period indicated in paragraph 2 of Exhibit A "Further Description of Basic Engineering Services and Related Matters" after written authorization to proceed with that phase of services which wilt be given by OWNER within thirty days after ENGINEER has signed this .Agreement. 4.3. After acceptance by OWNER of the Study and Report Phase documents .indicating any specific mod- ^ '~ ~ ~ Page 8 of I9 pages ifications or changes in the general scope, extent or character of the Project desired by OWNER, and upon written authorization from OWNER, ENGINEER shall proceed with the performance of the services called for in the Preliminary Design Phase, and shall submit pre- liminary design documents and a revised opinion of probable Total Project Cosis within the stipulated period indicated in paragraph 3 of Exhibit A "Further~Descrip- tion of Basic Engineering Services and Related Mat- ters". 4.4. After acceptance by OWNER of the Preliminary Design Phase documents and revised opinion of prob- able Total Project Costs, indicating any specific mod- ifications or changes in the general scope, extent or character of the Project desired by OWNER, and upon written authorization from OWNER, ENGINEER shall proceed with the performance of the services called for in the Final Design Phase; and shall deliver. Contract Documents and a revised opinion of probable Total Project Costs for all work of Contractor(s) on the Proj- ect within the stipulated period indicated in paragraph 4 of Exhibit A "Further Description of Basic Engi- neering Services and Related Matters". 4.5. ENGINEER'S services under the Study and Report . Phase, Preliminary Design Phase and Final Design Phase shall each be considered complete at the earlier of (I) the date when the submissions for that phase have been accepted by OWNER or (2) thirty days after the date when such submissions are delivered to OWNER for final acceptance, plus in each case such additional time as may be considered reasonable for obtaining approval of governmental authorities having jurisdiction to approve the design of the Project. 4.6. After acceptance by OWNER of the ENGI- NEER'sDrawings, Specifications and other Final Design Phase documentation including the most recent opinion of probable Total Project Costs and upon written autho- rization to proceed, ENGINEER shall proceed with performance of the services called for in the Bidding or Negotiating Phase. This Phase shall terminate and the services to be rendered thereunder shall be consid- ered complete .upon commencement of the Construc- tion Phase or upon cessation of negotiations with pro- spective Contractor(s) (except as may otherwise be required to complete the services called for in para- graph 6.2.2.5). 4.7. The Construction Phase will commence v~ith the execution of the first prime contract to be executed for • the work of the Project or any part thereof, and will terminate upon written recommendation by ENGI- NEER of final payment on the last prime contract to be completed. Construction Phase services maybe ren- dered at different times in respect of separate prime contracts if the Project involves more than one prime contract. 4.8.-The Operational Phase will commence during the Construction Phase and will terminate one year after the date of Substantial Completion of the last prime contract for construction, materials and equipment on which substantial completion is achieved. 4.9. If OWNER has requested significant modifications or changes in the general scope, extent or character of the Project, the time of performance of ENGINEER's services shall be adjusted equitably. 4.10. If OWNER fails to give prompt written authori- zation toproceed with any phase of services after com- pletion of the immediately preceding phase, or if the Construction Phase has not commenced within ,~~ calendar days (plus such additional time as may be required to complete the services called for under para- graph 6.2.2.5) after completion of the~Final Design Phase, ENGINEER may, after giving seven days' written notice to OWNER, suspend services under this Agreement. 4.11. If :ENGINEER'S services for design or during construction of the Project are delayed or suspended in whole or in part by OWNER for more than three months for reasons beyond ENGINEER'S control, ENGINEER shall on written demand to OWNER (but without termination of this Agreement) be paid as pro- vided in paragraph 5.3.2. If such delay or suspension extends for more than one year for reasons beyond ENGINEER'S control, or if ENGINEER for any rea- son is required to render Construction Phase services in respect of any prime contract for construction, mate- rials or equipmenimore than one year after Substantial Completion is achieved under that contract, the various rates of compensation provided for elsewhere in this Agreement shall be subject to equitable adjustment. 4.12. In the event that the work designed or specified by ENGINEER is to be furnished or performed under more than one prime contract, or if ENGINEER'S ser- vices 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 and Construction Phases in order to sequence and coordi- nate properly such services as are applicable to .the work under such separate contracts. This schedule is Page 9 of 19__ pages ~; to be prepared whether or not the work under such Services and Related Matters", and the provisions of contracts is to proceed concurrently and is to be included paragraphs 4.4 through 4.10 inclusive, will be modified in Exhibit A ' `Further Description of Basic Engineering accordingly. [The remainder of this page was left blank intentionally.] L Page 10 of _~ pages LUMP SUM METHOD OF PAYMENT • SECTION S-PAYMENTS TO ENGINEER 5.1. Methods of Payment for Services and Expenses of ENGINEER. 5.1.1. For Basic Services. OWNER shall pay ENGI- NEERfor Basic Services rendered under Section 1 (as amended and supplemented by Exhibit A "Further Description of Basic Engineering Services and Reiated Matters") as follows: 5.1.1.1. One Prime Contract. If only one prime contract is awarded for egnstruction, materials and equipment for the Project, a lump sum fee of $ 40.900.00 for all Basic Services (except ser- vices of ENGINEER'S Resident Project Represen- tative (and assistants) furnished under paragraph 1.6.2.1 and Operational Phase services furnished under paragraph 1.7); b4~t~CXSctk~c~~4Pf~c~#3~dt~i14~ OOHS Xc~ 1Q15)C ~tDC ~'OEX~XiX~I# X4~t;X ~S~triI.94 ~ ~(9c X~rX X tx~t~CK~ffiXCC~2Q~3~iEX~~tXI{XIC~~i~S~C'~eC~ g~cxxxxxxxxxxxx~ICgtXdticll@4~lrI~X *SEE PAGE lla 5.1. I.2. Several Prime Contracts. If more than one but less than 5 separate prime contracts are awarded for construction, materials and equipment for the Project, a lump sum fee of $ 43 , 400.00 for all Basic Services (except services of ENGI- •c NEER's Resident Project Representative (and assis- tants) furnished under paragraph 1.6.2.1 and Oper- .G ational Phase services furnished under paragraph 1.7); ;; ~bcet~~tx-t~~a~xeaamznaacz~oax~Itpsxbgo~gaDicsx~x~eu~c ~icyexs~%i~c~~ixscf~cQ~xetx~xk~si~c~atasx ~x~txoax~AC~cxistpc~i~;x~c5~exo~cxxx xxxx xX x x x ~x s~xk~x~si~~s. 5.1.2.1. Ge,reral. For Additional Services of ENGINEER'S principals and employees engaged directly on [he Project and rendered pursuant to para- graph 2.1 or 2.2 (except services as a consultant ,or witness under, paragraph 2.1.13), on the basis ofd EIVGINEER's Salary Costs times a factor of ~_ . 5.1.2.2. Professional Associates and Consulta-us. For services and Reimbursable Expenses of inde- pendent professional associates and consultants employed by ENGINEER to render Additional Ser- vices pursuant to paragraph 2. I or 2.2, the amount billed to ENGINEER therefor. times a factor of 1 ~ 1 5.1.2.3. Serving as a Win:ess. For services ren- dered by ENGINEER'S principals and employees as consultants or witnesses in any. litigation, arbitration or other legal or administrative proceeding in ac- cordance with paragraph 2.1.13, at the rate~of $ 850.00 per day or any portion thereof (but com- pensation for time spent in preparing to appear in any such litigation, arbitration or proceeding will be on the basis provided in paragraph 5.1.2.1). Com- pensation. for ENGINEER'S independent profes- sional associates and consultants will be on the basis provided in paragraph 5.1.2.2. 5.1.3. For ReimbursableExpenseS. In addition to pay- ments provided for in .paragraphs 5.1.1 and 5.1.2, OWNER shall pay ENGINEER the actual costs of all Reimbursable Expenses incurred in connection with all Basic and Additional Services. 5.1.1.3. Resident Project Services. For services of ENGINEER's Resident Project Representative (and assistants) furnished under paragraph 1.6.2.1, on the basis of Salary Costs times a factor of 2.1 for services rendered by principals and employees assigned to resident Project representation. 5.1.1.4. Oper•atiorral Plrase Seri~ices. For Oper- ational Phase services furnished under paragraph 1.7, an amount equal to ENGINEER's Salary Costs times a factor of 2.1 for services rendered by prin- cipalsand employees engaged directly on the Project. • 5.1.2. For Additiaral Services. OWNER shall pay ENGINEER for Additional Services rendered under Section 2 as follo~+~s: 5.1.4. The terms "Salary Costs" and "Reimbursable Expenses" have the meanings assigned to them in para- graph 5.4. 5.2. Times of Payments. 5.2.1. ENGINEER shall submit monthly statements for Basic and Additional Services rendered and for Reimbursable Expenses incurred. The statements will be based upon ENGINEER's estimate of the propor- tion of the total services actually completed at the time of billing. OWNER shall make prompt monthly pay- ments in .response to ENGINEER'S monthly state- ments. Page 11 of ~~ pages ~~ • • 5.3. Other Provisions Concerning Pa}~ments. 5.3.1. If OWNER fails to make any payment due ENGINEER for services and expenses within thirty days after receipt of ENGINEER'S statement therefor, the amounts due ENGINEER will be increased at the rate of 1% per month from said thirtieth day,. and in addition, ENGINEER may, after giving seven days' written notice to OWNER, suspend services under this Agreement until ENGINEER has been paid in full all amounts due for services, expenses and charges. 5.3.2. In the event of termination by OWNER under paragraph 7.1 upon the completion of any phase of the Basic Services, progress payments due ENGINEER for services rendered through such phase shall consti- tute total payment for such services. In the event of such termination by OWNER during any phase of the Basic Services, ENGINEER will be paid for services rendered during that phase on the basis of ENGI- NEER'S Salary Costs times a factor of 2.1 for services rendered during that phase to date of termi- nation by ENGINEER'S .principals and employees engaged directly on the Project. In the event of any such termination, ENGINEER also will be reimbursed for the charges of independent professional associates and consultants employed by ENGINEER to render Basic Services, and paid for all unpaid Additional Ser- vices and unpaid Reimbursable Expenses, plus all ter- mination expenses. Termination expenses mean Reim- bursable Expenses directly attributable to termination, which, if termination is at OWNER'S convenience, shall include an amount computed as a percentage of total compensation for Basic Services earned by ENGI- NEER to the date of termination, as follows: 20% if termination occurs after commencement of the Preliminary Design Phase but prior to commence- ment of the Final Design Phase; or 10% if termination occurs after commencement of the Final Design Phase. 5.3.3. Records of ENGINEER'S Salary Costs perti- nent to ENGINEER'S compensation under this Agree- mentwill bekept inaccordance with generally accepted accounting practices. Copies will be made available to OWNER at cost on request prior to final payment for ENGINEER'S services. 5.3.4. Whenever a factor is applied to Salary Costs in determining compensation payable to ENGINEER that factor will be adjusted periodically and equitably to reflect changes in the various elements that comprise such factor. All such adjustments will be in accordance with generally accepted accounting practices as applied on a consistent basis by ENGINEER and consistent with ENGINEER'S overall compensation practices and procedures. 5.4. Definitions. 5.4.1. The Salary Costs used as a basis for payment mean salaries and wages (basic and incentive} paid to all ENGINEER'S .personnel engaged directly on the Project, including, but not limited to, engineers, archi- tects, surveyors, designers, draftsmen, specification writers, estimators, other technical and business per- sonnel; plus the cost of customary and. statutory ben- efits including, but not limited to, social security con- tributions, unemployment, excise and payroll taxes, workers' compensation, health and retirementbenefits, sick leave, vacation and holiday pay and other group benefits. For the purposes of this Agreement, the grin- cipals of ENGINEER and their current hourly Salary Costs are: See Attached Itemization by Empl o e}~ e Classification -SEE PAGE 12a The hourly Salary Costs of principals of ENGINEER will be adjusted equitably to reflect changes in person- nel and in ENGINEER's overall compensation pro- cedures and practices. The amount of customary and statutory benefits of all other personnel of ENGINEER will be considered equal to 140 % of salaries and wages, subject to equi- table adjustment to reflect changes in ENGINEER'S overall compensation procedures and practices. 5.4.2. Reimbursable Expenses mean the actual expenses incurred by ENGINEER or ENGINEER's indepen- dent professional associates or consultants, directly or indirectly in connection with the Project, such as expenses for: transportation and subsistence incidental thereto; obtaining bids or proposals from Contractor(s); providing and maintaining field office facilities including furnishings and utilities; subsistence and transportation of Resident Project Representatives and their assis- tants; toll telephone calls and telegrams; reproduction of reports, Drawings, Specifications, Bidding Docu- ments, and similar Project-related items in addition to those required under Section 1; and, if authorized in advance by OWNER, overtime work requiring higher than regular rates. Page 12 of ~_ pages .~ I Section 5.1.1.1.1. Payment to Engineer for Basic _ Basic Services for One Prime Contract 5.1.1.1.1.1. Report Phase $ 1,000 .. ,. 5.1.1.1.1.2. Survey ._. ._ 1,400 5.1.1.1.1.3. Preliminary Design 17,000 5.1.1.1.1.4. Final Design 17,200 5.1.1.1.1.5. Right-of-Way Services 1,800 5.1.1.1..1.6. Bid Phase Services 1,000 5.1.1.1.1.7. Landscape Median Design (Irrigation Design not Included) 1,200 5.1.1.1.1.8. Permit Applications 300 ' Total Fee for Engine ering Services, not including Construction Phase Services $ 40,900 • • Page lla of 19 ~. _ 5.4 Definitions Section 5. 4.1. ~ COLE-ASSOCIATES 'I NC. . January 1, 1991 _ Exhibit "A" The following is a list of maximum billable hourly rates Work on a project will for the be invoiced at " various categories of. employees. the actual billable hourly rate of the employee working on the project, .M ate or for each c y• maximum listed 9 b t will not exceed the u ENGINEERING DIVISIOPJ MAXIMUM BILLABLE CLASSIFICATION HOURLY RATE Vine President X96.00 Department Nead (Engineer VI) 73.00 71.29 Engineer V Project Nianager/Certified Industrial Hygienist (Eng.IV) 69.b6 • Project Engineer/Industrial Hygienist (Engine.er III) 60.38 Design .Engineer, Environmental Specialist (Engineer II) 58.83 Graduate Engineer (Engineer I) 46.29 Technician V " Senior Draftsperson, 95 47 Construction Project Coordinator . Technician IV Design Draftsperson, Survey Party Chief 42,42 Project Supervisor (Construction) Technician III Senior Draftsperson, Survey Instrumentman, Project Supervisor (Construction, Small Projects) 36.81 Division Secretary Technician II Draftsperson, Department Secretary, 33.15 Survey Rodman-Chainman Technician I Trainee: Draftsperson, Clerk, Rodman-Chainman 33.15 These rates are subject to revision on January 1, 1992 • NOTE: Industrial Hygienist I equates to Engineer I, etc. Page 12a of 19 r' i• ,. 1 [This page was left blank intentionally.] Page 13 of ~_ pages r" [This page was left blank intentionally.] Page 14 of ~_ pages SECTION 6-CONSTRUCTION COST AND .OPINIONS OF COST 6.1. Construction Cost. The construction cost of the entire Project (herein referred to as "Construction Cost"} means the total cost to OWNER of those portions of the entire Project designed and specified by ENGINEER, but it will not include ENGINEER's compensation and expenses, the cost of land, rights-of--way, or .compensation for or damages to, properties unless this Agreement so specifies, nor will it include OWNER's legal, accounting, insurance counseling or auditing services, or interest and financ- ing charges incurred in connection with the Project or the cost of other services to be provided by others to OWNER pursuant to paragraphs. 3.7 throughh 3.11, inclusive. [Construction Cost is one of the items com- prising Total Project Costs which is defined in para- graph 1.2.5.] 6.2. Opinions of Cost. 6.2.1. Since ENGINEER has no control over the cost of labor, materials, equipment or services furnished by others, or over the Contractor(s)' methods of deter- mining prices, or over competitive bidding or market conditions, ENGINEER's opinions of probable Total Project Costs and Construction Cost provided for herein 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 engineer, familiar with the construction industry; but ENGINEER cannot and does not guarantee that pro- posals, bids or actual Total Project or Construction Costs will not vary from opinions of probable cost prepared by ENGINEER. If prior to the Bidding or Negotiating Phase OWNER wishes greater assurance as to Total Project or Construction Costs, OWNER shall employ an independent cost estimator as provided in paragraph 3.9. 6.2.2. If a Construction Cost limit is established by written agreement between OWNER and ENGINEER and specificaliy set forth in this Agreement as a con- dition thereto, the following will apply: 6.2.2.1. The acceptance by OWNER at any time during the Basic Services of a revised opinion of probable Total Project or Construction Costs in excess of the then established cost limit will constitute a corresponding revision in the Construction Cost limit to the extent indicated in such revised opinion. 6.2.2.2. Any Construction Cost .limit so estab- lished will include a contingency of tenpercent unless another amount is agreed upon in writing. 6.2.2.3.. ENGINEER-will be permitted to .deter- mine what types of materials, equipment .and com- ponent systems are to be included in the Drawings and Specifications and to make`reasonable adjust- ments in the general scope, extent and character of the Project to bring it within the cost limit. 6.2.2.4. If the Bidding or Negotiating Phase has not commenced within six months after completion of the Final Design Phase, the established Construc- tion Cost limit will not be binding on ENGINEER, and OWNER shall consent to an adjustment in such cost limit commensurate with any applicable change in the general level of prices in the construction indus- try between the date of.completion of the Final Design Phase and the .date on which proposals oi• bids are sought. 6.2.2.5. If the Iowest bona fide proposal or bid exceeds .the established Construction Cost limit, OWNER shall (1) give written approval to increase such cost limit, (2) authorize negotiating or rebidding the Project within a reasonable time, or (3) cooperate in revising the Project's general scope, extent or character to the extent consistent with the Project's requirements and with sound engineering practices. In the case of (3), ENGINEER shall modify the Con- tract Documents as necessary to bring the Construc- tion Cost within the cost limit. In lieu of .other com- pensation for services in making such modifications, OWNER shall pay ENGINEER, ENGINEER'S cost of such services, all overhead expenses reasonably related thereto and Reimbursable Expenses, but without profit to ENGINEER on account of such services. The providing of such service will be the limit of ENGINEER's responsibility in this regard and, having done so, ENGINEER shall be entitled to payment for services in accordance with this Agreement and will not otherwise be liable for dam- ages attributable to the lowest bona fide proposal or bid exceeding the established Construction Cost. SECTION 7-GENERAL CONSIDERATION 7.1. Termination. The obligation to provide .further services under this Agreement may be terminated by either party upon thirty .days' written notice in the event of substantial Page I S of 19 pages `r failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. 7.2. Reuse of Documents. All documents including Drawings and Specifications prepared or furnished by ENGINEER (and ENGI- NEER's independent professional associates and con- sultants) pursuant to this Agreement are instruments of service in respect of the Project and ENGINEER shall retain an ownership and property interest therein whether or not the Project. is completed. OWNER may make and retain copies for information and reference in connection with the use and occupancy of the Project by OWNER and others; however, such documents are not intended or represented to be suitable for reuse by OWNER or others on extensions of the Project or on any other project. Any reuse without written verifica- tion or adaptation by ENGINEER for the specific pur- poseintended will be at OWNER's sole risk and without liability or legal exposure to ENGINEER, or to ENGI- NEER'S independent professional associates or con- sultants, and OWNER shall indemnify and hold harm- less :ENGINEER and ENGINEER'S independent professional associates and consultants from all claims, damages, losses and expenses including attorneys' fees arising out of or resulting therefrom. Any such verti- fication oradaptation will entitle ENGINEER to further compensation at rates to be agreed upon by OWNER and ENGINEER. 7.3. Insurance. 7.3.1. ENGINEER shall procure and maintain insur- ance for protection from claims under workers' com- pensation .acts, claims for damages because of bodily injury including personal injury, sickness or disease or death of any and all employees or of any person other than such employees, and from claims or damages because of injury to or destruction of property including loss of use resulting therefrom. 7.~. Controlling Law. This Agreement is to be governed by the law of the principal place of business of ENGINEER. 7.5. Successors and Assigns. 7.5.1. OWNER and ENGINEER each is hereby bound and the partners, successors, executors, administrators and legal representatives ofOWNER and ENGINEER (and to the extent permitted by paragraph 7.5.2 the assigns of OWNER and ENGINEER) are hereby bound to the other party to this Agreement and to the partners, successors, executors, administrators and legal repre- sentatives (and said assigns) of such other party, in respect of all covenants, agreements and obligations of this Agreement. 7.5.2. Neither OWNER nor ENGINEER shall assign, sublet or transfer any rights under or interest in (includ- ing, but without limitation, moneys that may become due or moneys that are due) this Agreement without the written consent of the other, except to the extent that any assignment, subletting or transfer is mandated by law or the effect of this limitation may be restricted bylaw. 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 tinder this Agreement. Nothing con- tained inthis paragraph shall prevent ENGINEER from employing such independent professional associates and consultants as ENGINEER may deem appropriate to assist in the performance of services hereunder. 7.5.3. Nothing under this Agreement shall be con- strued to give any rights or benefits in this Agreement to anyone other than OWNER and ENGINEER, and 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. [The remainder of this page was left blank intentionally.) :: ^ Page 16 of I9 pages Y - 7.6. Arbitration. 7 6.1. All claims, counterclaims, disputes and other ma rs in question between the parties hereto arising out of relating to this Agreement orthe breach thereof will be ided by arbitration in accordance•with the Constructio Industry Arbitration Rules of the Amer- ican Arbitratio ssociation then obtaining, subject to the limitations a restrictions stated in paragraphs 7.6.3 and 7.-6.4 belo This Agreement so to arbitrate and any other agreemen r consent to arbitrate entered into in accordance herewit as provided in this para- graph. 7.6 will be specifically forceable under the prevailing law of any court having isdiciion. 7.6.2. Notice of demand for arbitration mu e filed in writing with the other parties to this Agreenten d with the American Arbitration Association. T~re deman must be made within a reasonable time after the claim, .dispute or other matter in question has arisen. In no event may the demand for arbitrati9ri be made after the date when institution of legal or,equitable proceedings based on such claim, dispute other matter in question would be barred by the appjicable statute of limitations. 7.6.3. All demands f6r arbitration and all answering statements theret hich include any monetary claim must contain a atement that the total sum or value in controversy alleged by the party making such demand or answe ' g statement is not more than $200,000 (exclus' a of interest and costs) and the arbitrators will not ve jurisdiction, power or authority to render a m etary award in response thereto against any party ich totals more than $200,000 (exclusive of interest and costs). The arbitrators ~+•ill not have jurisdiction, power or authority to consider, or make findings (except in denial of their own jurisdiction) concerning any claim, counterclaim, dispute or other matterin question where the amount in controversy of any such claim, counter- claim, dispute or matter is more than $200,000 (exclu- sive of interest and costs). 7.6.4. No arb~t,ration arising out of, or relating to, this Agreemen~t,rttay include, by consolidation, joinder or in any other manner, any person or entity who is not a p~rfy to this Agreement. 7.6.5. By written consent signed by all. the parties to this Agreement and containing a specific reference hereto, the limitations. and restrictions contained in paragraphs 7.6.3 and 7.6.4 may be waived in whole or in part as to any claim, counterclaim, dispute or other matter spe- ' cally described in such consent. No consent to arbi- trate in respect of a specifically described claim, counterc 'm, dispute or other matter in question will constitute co nt to arbitrate any other claim, coun- terclaim, dispute other matter in question which is not specifically descr- din such conseni or in which the sum or value in con oversy exceeds $200,000 (exclusive of interest and cos. or which is with any party not specifically described th ein. 7.6.6. The award rendered by the arbitr~aZ,ors will be final, judgment may be entered upon it in~at~v court having jurisdiction thereof, and will not be subject to modification or appeal except to the extent permi~ed by Sections 10 and 11 of the Federal Arbitration Act (9 U.S.C. §§10, 11). [The remainder of this page was left blank intentionally.] Page t7 of I9 pages ~ • 1 . [This page was left blank intentionally.) r1 U Page 1 S of 19 pages ~' ` SECTION 8-SPECIAL pROV1SIONS, EXHIBITS and SCHEDULES. • --- - 8.1. This Agreement is subject to the following special provisions. 8.1.1. 8.2. The following Exhibits are attached to and made a part of this Agreement: 8.2.1. Exhibit A "Further Description of Basic Engineering Services and Related Matters" consisting of 5 pages. 8.2.2. Exhibit B "Duties, Responsibilities and Limitations of Authority of Resident. Project Representative" consisting of ~ pages. 8.2.3. • 8.3. This Agreement (consisting of pages 1 to 19 ,inclusive) together with the Exhibits .and schedu]es identified above constitute the entire agreement between OWNER and ENGINEER and supersede all prior written or oral understandings. This Agreement and said Exhibits and schedules may only be amended, supplemented, modified or cancelled by a duly executed written instrument.. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as of the day and year first above written. OWNER: CITY OF SOUTH BEND ENGINEER: ona.r~n n,F~oiirai Tr, idnRkc ~. COLE ASSOCIATES INC. ~ c,~ ~; Address for giving notices: County-City Building South Bend, IN 46601 Page ~ of _],_~ pages %211 E. Je~=ferson Blvd. South Bend, I"; 46615 • EXHIBIT A TO AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES, dated • 19- (for use with No. 1910-1, 1984. Edition). Further Description of Basic Engineering Services and Related Matters - 1. -'This is an exhibit attached to; made a part of and incorporated by reference into the Agreement made on _ , ~j 19 between ('i try of South Bend Board of Public Works _ (OWNER) and (ENGINEER) providing for professional engineering services. The Basic Services of Engineer as described in Section 1 of the Agreement are amended or supplemented as indicated below and the time periods for the performance of certain services as indicated in Section 4 of the Agreement are stipulated as indicated below. 2. During the Study and Report Phase ENGINEER shall: (insert amendments or supplements to paragraph 1.2.) The Study and Report Phase Services will be completed and the Report submitted within 15 calendar days following written authorization from OWNER to ENGINEER to proceed with that phase of services. 3. During the Preliminary Design Phase ENGINEER shall: (insert amendments or supplements to paragraph 1.3.) The Preliminary Design Phase Services will be completed and ENGINEER'S documentation and opinion of costs submitted within 45 calendar days following written authorization from OWNER to ENGINEER to proceed with that phase of services. 4. During the Final Design Phase ENGINEER shall: (insert amendments or supplements to paragraph 1.4.) . The Final Design Phase Services will be completed and Contract Documents and ENGINEER's opinion of costs submitted within 60 calendar days following written authorization from OWNER to ENGINEER to proceed with that phase of services. [If the construction work is to be performed under more than one prime contract and the times of performance are to be staggered, the provisions of paragraph 4.12 will probably apply and it will be necessary to prepare a special schedule for the Final Design Phase Services.] 5. During the Bidding or Negotiating Phase ENGINEER shall: Harz ~m~9c ~ ~ X34 ~>~ ~Sf Jtt#~a;!S K ~9 X~ ~ [If the construction work is to be performed under more than one prime contract. and the times of performance are to be staggered, the provisions of paragraph 4.12 will probably apply and it will be necessary to prepare a special schedule for the Bidding or Negotiating Phase Services.} 6. During the Construction Phase ENGINEER shall: (insert amendments or supplements to paragraph. 1.6.) [If the construction work is to be performed under more than one prime contract and the times of performance are to be staggered, the provisions of paragraph 4.12 will probably apply and it will be necessary to prepare a special schedule for the Construction Phase Services.] [If an outside date for completion of construction is to be added, it should be added here.] Note: This change has to be coordinated with those in ~Ti4.1 and 4.7. 7. During the Operational Phase ENGINEER shall: #a1ax~~~~~~d>x~i'.~~~i~sxt~'i~>'4 ~x~x (If an outside date for completion of all services is to be added, it should be added here.] Note: This change is to be coordinated with those in ~T4.1 and 4.8. vii 1 of 5 1 '~ 1~ u EXHIBIT_A __ FURTHER DESCRIPTION OF BASIC ENGINEERING SERVICES AND RELATED MATTERS ~' Paragraph 2.2. Master Plan The Master Plan prepared by OWNER shall be considered to satisfy the requirements of Paragraphs 1.2.4, 1.2.5, 1.2.6, and 1.2.7. If further information is required by OWNER to fulfill the requirements for Paragraphs 1.2.4 thru 1.2.7, the work required to provide such information shall be considered as "Additional Services" in accordance with Section 2 and Section 5. Paragraph 3.1. Further Project Description This scope of service covers the necessary survey, design, right-of-way plats, and legal descriptions and construction inspection services for the construction of the Northwest Loop Street off of relocated Old Cleveland Road. This project includes relocated roadway, new sanitary sewers, water mains, storm water drainage and lighting. Provisions are to be made for electrical service, telephone service and gas service, however, the actual design of these services is not a part of this contract. ~J Paragraph 3.2. Survey Design is to be based upon aerial mapping furnished by the OWNER. Survey requirements are for those items necessary to supplement the aerial survey. 3.2.1. Locate and establish the Section Corners and Quarter Section corners necessary to locate survey lines and property lines. 3.2.2. Stake centerline geometrics and reference control points. 3.2.3. Locate underground transmission pipelines 3.2.4. Determine centerline profile elevations at 100 foot intervals or as needed, to verify the areial survey contour information. 3.2.5. Set Bench Mark elevations at appropriate intervals for use in survey and construction. 3.2.6. Locate existing property lines for U.S. 31, Toll Road, Mayflower Road and present Old Cleveland Road. 3.2.7. Verify invert elevations for the existing sewer in present Old Cleveland Road. 3.2.8. Staking of the centerline, centerline control points, reference points, bench marks and lot corners shall be accomplished one (1) time. Re-staking shall be an additional service. 2of5 r • EXHIBIT A FURTHER DESCRIPTION OF BASIC ENGINEERING SERVICES AND RELATED MATTERS Paragraph 3.3. Design Paragraph 3.4. Adjacent Roadways and Streets 3.3.1. Prepare plan and profile sheets from aerial survey data. 3.3.2. Prepare plans in accordance with the Indiana Department of Transportation (INDUT) Design Manual, Volumes I and II. 3.3.3. Review OWNER's standards and specifications for conflicts with INDOT criteria. Recommend and receive OWNER's approval of procedure where such conflicts occur. 3.3.4. Water lines and sanitary sewer lines are to be shown on the road design plan sheets unless separate sheets are required for clarity. Use of separate plan sheets is to be reviewed by the OWNER and OWNERS concurrence received, 3.3.5. Storm Drainage 3,3.5.1. Provide roadway storm drainage in accordance with III-B. 3.3.5.2. Recommend and receive OWNER'S concurrence for off site retention and/or detention .of storm water. 3.3.5.3. Design shall include transportation to off site storm water retention and/or detention sites. 3.3.5.4. Provide plats and legal descriptions for drainage easements and/or dedication for off site storage areas. 3.3.5.5. Provide coordination with other Public Agencies having authority over storm water drainage including, as required, the St. Joseph County Drainage Board, the Indiana Toll Road, INDOT, Indiana Department of Natural Resources and the Corps of Engineers. 3.3.5.6. Item III-E-5 shall be interpreted to include wetlands. Portions of this design is dependent upon the design. of adjacent projects being processed concurrently or early in the design period. If these projects are not advanced, ENGINEER will be required to perform preliminary investigations as additional services. . Paragraph 3.5. Water Line Design of the water line to loop by completing a connection in the relocated Old Cleveland Road right-of-way. • 3 of 5 J EXHIBIT. A FURTHER DESCRIPTION OF BASIC ENGINEERING SERVICES AND RELATED MATTERS •~-Paragraph 4:1: ...complete the: .f anal design phase for the design as defined in Section 3 of this Exhibit "A". Paragraph 4.2. Rights-of-Way 4.2.1. Roadway 4.2.1.1. Provide plats and legal description(s) for roadway rights-of-way. 4.2.1.2. Provide a plat similar to a subdivision plat for the dedication of rights-of-way. 4.2.1.3. Coordinate with the St. Joseph County Area Plan Commission for acceptability. 4.2.1.4. Make presentation to Area Plan Commission and City Council for Plat approval. 4.2.2. Utility Easements 4.2.2.1. Prepare legal descriptions for drainage and utility easements. 4.2.3. Right-of-Way Services not included 4.2.3.1. Rights-of-Way services do not include appraisal and buying services. • Paragraph 4.4. Utility Agreements and Coordination 4.4.1. Coordinate utility design with.public and private utilities. 4.4.2. Furnish utility agreements covering construction in the public right-of-way using standard agreement forms. 4.4.3. Furnishing of agreements under this Section 4.4. does not include legal or negotiating service nor does it include the development of specific agreement forms beyond the .scope of the standard agreement forms used in Local Public Agency - INDOT projects. Paragraph 4.5. Regulatory Agency Permits 4.5.1. ENGINEER shall prepare application for construction permits for submission to the Indiana Department of Environmental Management (IDEM) for both sanitary sewers and potable water transmission lines. 4.5.2. ENGINEER shall submit permit application(s) and required supporting documentation to OWNER for review, execution, and submission to .IDEM. 4.5.3. OWNER shall pay any permit application fees. • 4of5 ~ j _ EXHIBIT A FURTHER DESCRIPTION OF BASIC ENGINEERING SERVICES AND RELATED MATTERS Section 6 ..._ ~ ., ~~ ,::. .. It is recognized and agreed that ENGINEER does not control the time of service during the Construction Phase and that such service is is rosecuton of the work. Any estimate u on the Contracto p dependent p for the ENGINEER'S service during construction is based upon the ENGINEER's best judgement. The actual services to be performed during the construction phase shall be adjusted to conform to the Contractor's schedule. Section 7 Prepare operation and maintenance manuals for the operation of sanitary sewer lift station(s) and water booster pump(s), as may be included in the project. I • 5of5 ~ ~, EXHIBIT B TO AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES, dated . •t9~ rfnr else ~+~ith No. 1910-1, 1984 Edition). A LISTING OF THE DUTIES, RESPONSIBILITIES AND LIMITATIONS OF AUTHORITY OF THE RESIUEN'f PROJECT REPRESENTATIVE.: This is an Exhibit attached to. made a part of and incorporated by reference with the Agreement made on , - City of South Bend~,~~.Board of.. Public Wor~6WNER) and (ENGINEER) 19 ,between providing for professional engineering services. ENGINEER shall furnish a Resident Project Representative (RPR), assistants and other field staff to assist ENGINEER in observing performance of the work of Contractor. Through more extensive on-site observations of the work in progress and field checks of materia]s and equipment by the RPR and assistants, ENGINEER shall endeavor to provide further protection for. OWNER against defects and deficiencies in the work of CONTRACTOR; but, the furnishing of such services will not make ENGINEER responsible for orgive ENGINEER control over construction means, methods, techniques, sequences or procedures or for safety precautions or programs, or responsibility for CONTRACTOR'S failure to perform the Work in accordance with the Contract Documents and in particular the specific limitations set forth in paragraph 1.6 of the Agreement are applicable. The duties and responsibilities of the RPR are limited to those of ENGINEER in ENGINEER'S agreement with the OWNER and' in the construction Contract Documents, and are further limited and described as follows: A. General RPR is ENGINEER'S agent at the site, will act as directed by and under the supervision of ENGINEER, and will confer with ENGINEER regarding RPR's actions. RPR's dealings in matters pertaining to the on-site work shall in general be with ENGINEER and CONTRACTOR keeping OWNER advised as necessary. RPR's dealings with subcontractors shall only be through or with the full knowledge and approval of CONTRACTOR. RPR shall . generally communicate with OWNER with the knowledge of and under the direction of ENGINEER. E. Duties and Responsibilities of RPR I. Schedules: Review the progress schedule, schedule of Shop Drawing submittals and schedule of values prepared by CONTRACTOR and consult with ENGINEER concerning acceptability. 2. Conferences and Meetings:. Attend meetings with CONTRACTOR, such as preconstruction conferences, progress meetings, job conferences and other project-related meetings, and prepare and circulate copies of minutes thereof. 3. Liaison: a. Serve as ENGINEER'S liaison with CONTRACTOR, working principally through CONTRACTOR'S superintendent and assist in understanding the intent of the Contract Documents; and assist ENGINEER in serving as OWNER'S liaison with CONTRACTOR when CONTRACTOR'S operations affect OWN- ER'S on-site operations. b. Assist in obtaining from OWNER additional details or information, when required for proper execution - of the Work. 4. Shop Drax~ings and Samples: a. Record date of receipt of Shop Drawings and samples. b. Receive samples which are furnished at the site by CONTRACTOR, and notify ENGINEER of avail- ability of samples for examination. c. Advise ENGINEER and CONTRACTOR of the commencement of any Work requiring a Shop Drawing or sample if the submittal has not been approved by ENGINEER. 5, Rerie~r qT I1'o~•k, Rejection of Dejectire Wo~~k, Inspections and Tests: a. Conduct on-site observations of the Work in progress to assist ENGINEER in determining if the Work • is in general proceeding in accordance with the Contract Documents. b. Report to ENGINEER whenever RPR believes that any Work is unsatisfactory, faulty or defective or does not conform to the Contract Documents. or has been damaged, or does not meet the requirements v~i~ 1 of 3 ~ ,., ,~> of any inspection, test or approval required to be made; and advise ENGINEER of Work that RPR believes should be corrected or rejected or should be uncovered for observation, or requires special testing, inspection or approval c. Verify that tests, equipment and systems startups and operating and maintenance training are conducted in the presence of appropriate personnel, and that CONTRACTOR maintains adequate records thereof; and observe, record and report to ENGINEER appropriate details relative to the test procedures and startups. r , , , d. Accompany visiting inspectors representing public or other agencies having jurisdiction over the Project, record the results of these inspections and report to ENGINEER., 6. Interpretation of Cauract Documents: Report to ENGINEER when clarifications and interpretations of the Contract Documents are needed and transmit to CONTRACTOR clarifications and interpretations as issued by ENGINEER. ?. .'Modifications: Consider and evaluate CONTRACTOR'S suggestions for modifications in Drawings or Specifications and report with RPR's recommendations to ENGINEER. Transmit to CONTRACTOR decisions as issued by ENGINEER. 8. Records: a. Maintain at the job site orderly files for correspondence, reports of job conferences, Shop Drawings and samples, reproductions of original Contract Documents including all Work Directive Changes, Addenda, Change Orders, Field Orders, additional Drawings issued subsequent to the execution of the Contract, ENGINEER'S clarifications and interpretations ofthe Contract Documents, progress reports, and other Project related documents. b. Keep a diary or log book, recording CONTRACTOR hours on the job site, weather conditions, data " relative to questions of Work Directive Changes, Change Orders or changed conditions, list of job site visitors, daily activities, decisions, observations in general, and specific observations in more detail as in the case of observing test procedures; and send copies to ENGINEER. • c. Record names, .addresses aid telephone numbers of all CONTRACTORS, subcontractors and major suppliers of materials and equipment. 9. Reports: a. Furnish ENGINEER periodic reports as required of progress of the Work and of CONTRACTOR'S compliance with the progress schedule and schedule of Shop Drawing and sample submittals. b. Consult with ENGINEER in advance of scheduled major tests, inspections or start of important phases of the Work. c. Draft proposed Change Orders and Work Directive Changes, obtaining backup material from CON- TRACTORand recommend to ENGINEER Change Orders, Work Directive Changes, and Field Orders. d. Report immediately to ENGINEER and OWNER upon the occurrence of any accident. 10. Pay-nent Requests:. Review applications for payment with CONTRACTOR for compliance with the estab- lished procedure for their submission and forward with recommendations to ENGINEER, noting partic- ularly the relationship of the payment requested to the schedule of values, Work completed and materials and equipment delivered at the site but not incorporated in the Work. 11. Certificates, Mai-ttena-tce and Operatio-t Manuals: During the course of the Work, verify that certificates, maintenance and operation manuals and other data required to be assembled and furnished by CON- TRACTOR are applicable to the items actually installed and in accordance with the Contract Documents, and have this material delivered to ENGINEER for review and forwarding to OWNER prior to final payment for the Work. 1?. Completiai: a. Before ENGINEER issues a Certificate of Substantial Completion, submit to CONTRACTOR a list of observed items requiring completion or correction. b. Conduct final inspection in the company of ENGINEER, OWNER, and CONTRACTOR and prepare • a final list of items to be completed or corrected. c. Observe that all items on final list have been completed or corrected and make recommendations to ENGINEER concerning acceptance. ix 2 of 3 ~~8~~ r k " d, C. Limitations of Authority Resident Project Representative: 1. Shall not authorize any deviation from the Contract Documents or substitution of materials or equipment, unless authorized by ENGINEER. 2. Shall not exceed limitations of ENGINEER's authority as set forth in the Agreement or the Contract Documents. 3. Shall not undertake any of the responsibilities of CONTRA~TOIt, subcontractors or CONTRACTOR'S superintendent. 4. Shall not advise on, issue directions relative to or assume control over any aspect of the means, methods, techniques, sequences or procedures of construction unless such advice or directions are specifically required by the Contract Documents. 5. Shall not advise on, issue directions regarding or assume control over safety precautions and programs in connection with the Work. 6. Shall not accept Shop Drawing or sample submittals from anyone other than CONTRACTOR. 7. Shall not authorize OWNER to occupy the Project in whole or in part. 8. Shall not participate in specialized field or laboratory tests or inspections conducted by others except as specifically,authorized by ENGINEER. • 3 of 3 x "B" . t ,,~ .. (CNTCLV90) A_G_R_E_E_M_E_N_T F 0 R P R O F E S S I O N A L __S_E R V I C E S ~`-' "' /~ ~~ ~ ~ //~ TuTQ TQ dU AI;RFF'MFAT marto as of the ~l'~~dav of ~~'~•`~Yl~.k.~~'~!J ____ 19 `~C..~, between the CITY OF SOUTH BEND, INDIANA acting by and through its BOARD PUBLIC WORKS (HEREINAFTER REFERRED TO AS THE "CITY"? and KEN HERCEG & ASSOCIAT~.S, INC., Professional Engineers and Land Surveyors (hereinafter referred to as the "ENGINEER"). W I T N E S S E T H WHEREAS, the CITY desires to contract for engineering services required to prepare contract plans, specification special provisions, cost estimates, all for the projects hereinafter described, and WHEREAS, the ENGINEER has expressed a willingness to prepare said contract plans, specification special provisions, and cost estimates as desired by the City, and agrees .to furnish the engineering services required in connection therewith as follows: AIRPORT-2010 PROJECT - AIRPORT ECONOMIC DEVELOPMENT AREA: ENGINEERING SERVICES FOR DESIGN OF OLD CLEVELAND ROAD REALIGNMENT FROM MAYFLOWER ROAD EAST TO OLD CLEVELAND ROAD, WEST OF BENDIX DRIVE NOW, THEREFORE, the CITY and the EHGIHEER in consideration of their mutual covenants herein agree in respect of the performance of professional engineering services and documents, herein above and hereinafter described, by the EHGIHEER and the payment of those services by the CITY as set forth below in relation to the following described projects: Page 1 S ~~ PROJECT: REALIGN OLD CLEVELAND ROAD FROM MAYFLOWER ROAD TO THE INDUSTRIAL PARK, South Bend; Indiana _. DESCRIPTION: DESIGN ENGINEERING: INCLUDING ROADWAY SURVEYING, WATER, SANITARY SEWER, STORM DRAINAGE AND STORM WATER MANAGEMENT. Estimate of Construction_Cost_ 53,042,000.00 (in 1990 S's) ------- -- ----------- -- - COSTS OBLIGATED UNDER THIS CONTRACT 1. Field Survey . S 17, 450.00 2. Preliminary Drainage Plan. . S 7, 500.00 3. Grade Reviev Plans.. S 47,.240.00 4. Preliminary Field Check Plans. . . S 14, 210.00 5. .Final Drainage Plan S 6, 500.00 6. Final Field Check Plans. . . • ~ • .y : S 13, 950.00 7. Final Check Prints . . S 13, 040.00 S. Final Documents to CITY. . . .9 29,970.00 TOTAL COST OBLIGATION OF THIS AGREEMENT NOT TO EXCEED S 149,860.00 UNLESS MUTUALLY AGREED UPON AND AFPROVED IH WRITING BY THE CITY. NOW THEREFORE, in consideration of the mutual covenants,, herein contained, the parties hereto mutually covenant and agree as follovs: SECTION 1. ENGINEERING SERVICES A. The ENGINEER agrees to prepare preliminary plans and preliminary estimates of cast, which shall be in accordance with the accepted.. standards for such vork and in accordance vith the applicable current Standard Specifications of the City of South Bend, Indiana, except as modified by special provisions and .supplemental specifications, if any, and vhich shall be accurate and complete as required as a basis for the making of contract plans for the proposed project and shall be completed as scheduled under Section 1., E. of this agreement. Page 2 • Following the determination of design criteria, the ENGINEER shall prepare preliminary plane which will show all features of the design for the proposed project. Details shall be shown on the drawings indicating the improvements to be made.. This shall be submitted and approved. prior to developing the preliminary plane for submission. B. The field surveys to be provided by the ENGINEER will be in accordance -with "Requirements for Field Surveys," a copy of which is on file with the Indiana Department of Highways and same is incorporated herein by - reference-only and is made a part hereof. _.. C. Following the approval of the preliminary plane, the ENGINEER agrees to prepare final pions, specification special provisions, and final cost estimates for. the construction of said project. D. The ENGINEER agrees to attend such conferences with the officials of .the _~ CITY and other interested agencies as .may be required in connection. with the work and to make his services available to the CITY during the construction of .the work far the interpretation of the plans where disagreement may arise and for consultation during construction in the event that unforeseen or unusual conditions arise. E. The work shall be completed by the ENGINEER and submitted to the CITY for its review and approval in accordance with the schedule attached as "Appendix F" and marked "Phase I L " The estimates of construction cast shall be prepared according to the current practices of the CITY and shall include all items of work required for the complete construction of the work, including all temporary-York necessary in connection therewith, but shall not include the cost of such items of work which the .CITY, through its own forces or through another party or parties, vill perform. The unit prices to b~ used shall be in accordance with the methods used by the CITY. The ENGINEER shall perform all phases of work described in this Agreement necessary to accomplish the complete design of the Project including any subsequent revision thereof, in accordance with accepted standards for this type of project. . Page 3 .. ..~ . SECTION 1_1 MORE DETAILED_SCOPE_OF_SERVICES This section of realigned and reconstructed roadway was described in earlier "Airport 2010 Project" reports as "Section 4" (See Exhibit A) and "Section 5" (See Exhibit B). These exhibits also briefly describe the engineering services .to be performed under this contract. A. Survey work shall consist of the folloring: 1. Survey approximately 6,930 feet of the proposed roadway centerline from information supplied by CITY, setting iron pipes over iron pipes at all PI's, iron pipes at PC's and PT's, hub and tack at every 500 foot station,. and lath at every 100 foot station. All PI`s mill be referenced outside of the proposed right of way. YJork will conform to "Survey Manual, Location Surveys, Indiana State Highway Commission,".revised June 1985, as the guide. 2. Plan and profile a 200 foot wide corridor centered on the agreed centerline. Cross-sections will be taken at 500 foot intervals through the fields along the relocation centerline to save both time and expense. These sections will be compared to the aerial photogrametric maps from Michiana'~Reganal Airport tMRA). If the map contours agree with the 500 foot cross-sections, then th.e remaining cross-sections will be approximated using the MRA maps. If the field data does not agree with the contour maps, additional cross-sections at intervals of 100 feet vill be performed. 3. Locate and determine inverts on utilities accessible in the field. 4. Survey Old Cleveland Road for 800 feet more.. or less west from the point at which the new alignment becomes tangent with the old. road to alloy the design of an intersection. 5. Prepare a plat of dedication for the new portion of the realigned Cleveland Road for CITY to record. 6. If the CITY requires additional surveying services over and above those described in 1. thru 5. above tsuch as for the purpose of subdividing and staking the areas adjacent to the realigned Old Cleveland Road), those surveying services will be provided at the rates indicated in Appendix E, Part i, "Field Survey..." attached to this contract. These additional surveying services would be paid for separately and are not included in the costs indicated in this contract. Page 4 ., .. B. Preliminary Design shall consist of the following: 1. General Civil Design: a. Horizontal and Vertical Alignment.- b. Typical Sections. c. Roadway Drainage Structures. d. Relocation of Existing Roads and Ditches. e. Right-of-Way Selection. .~ . ' . _° `. f. Traffic Control. g. Preliminary Cross-Sections for Preliminary Drainage and Preliminary Earthwork. h. Street Lighting. 2. Utilities Design and Coordination: a. Preliminary Water Design. b. Preliminary Sanitary Sever Design. c. Preliminary Storm Water Drainage for Roadway. d. Preliminary Contact xith Other Utilities. 3. Storm Water Management for Entire Area Contiguous xith Realigned Old ' Cleveland Road: a. Consider Several Retention Areas (4 maximum). h. Consider One Large Retention. Area. 4. Subsurface Investigation: a. Soil Borings Recommendation. C. Final Design shall consist of the following: 1. Upon approval of the Preliminary submittals, develop complete designs and prepare final plans and specifications sufficient for the CITY to receive competitive bids. ?. Complete water, sanitary sewer, storm sewer and retention basin design. 3. Prepare. a detailed "Estimate of 6luantities" for roadway, water, sanitary sewer, storm sewer and retention basin work. 4. Prepare an "Engineer's Estimate" of construction costs for each construction contract based upon the approved contract drawings, using estimated quantities and current unit prices. S. Participate in field and office reviews of plans and documents as required during the design development. 6. Prepare a drainage study of the approximately 438 acres which drain toward this project. It is understood that this 438-acre site has keen divided into four (4) separate drainage areas in earlier "Airport 2010 Project" reports, and that it is the CITY's intention. • that these areas will have no more than one (1) retention basin. If two or. more areas can be combined into one retention area, this will be done. Page 5 7. Cooperate with the City in conducting any public hearings required for the project and provide all technical support personnel and data necessary for the hearing. 8. If inspection services. are required for the construction of this project, those services trill be negotiated separately with the City. SECTION 2. INFORMATION AND SERVICES TO BE FURNISHED BY THE CITY ---------- ---------------------------------------------------- The CITY shall furnish the ENGINEER with the following information: A. Traffic Assignments, Traffic Counts, Previous Warrant Studies and any other pertinent traffic and utility data in the CITY's files. B. All pertinent data from previous or proposed projects in the area of this project. C. Criteria for design and details for highways and structures such as grades, curves, sight distances, clearances, design loadings, etc.., including "Procedures for the Development o~ Structure Plans (including Roads) for the State," dated Nov. l~, 1964, Revised March 6, 1965, and Sept. 4, 1965, respectively for roads and bridges, • including the latest rp'visions and a copy of which is on file with the Indiana Department of Highways incorporated herein by reference only and is made a part thereof. • l D. Specifications and such draxings of highway, , traffic contro municipal utilities, and bridge standards as are applicable to the project. SECTIOH_3. PAYtiEHTS A. The ENGINEER shall receive as payment for the work performed under this Agreement, the lump sum fee of 9149, 860. 00 unless a modification of the Agreement is approved by the CITY in accordance with Sections 3.C and 6. However, any right 'of ENGINEER to payment is dependent upon the fulfillment of the terms of this contract. 1. The ENGINEER shall submit invoices to the CITY not more often than _ once per month during the progress of the work, for the partial payment on account for the work completed to date. Such invoices shall represent the values. to the CITY of the partially c;~mpleted work based on the proportion which its percentage of completion bears to the total cost of the fully completed work. 2. The CITY, for and in consideration of the rendering of the engineering services herein enumerated, agrees to pay to the ENGINEER for rendering such services the total fee established above • in the following manner: Page 6 • a. For the first fifty percent (SO%> of completed. work and upon receipt of monthly invoices from the ENGINEER; such payments to be equal to ninety percent (90%) of an amount arrived at by multiplying the percentage of design work_.performed by the fee heretofore set forth. From the partial payment thus computed each month, there shall be deducted all previous partial fee payments made to the ENGINEER. b. After fifty percent (50%) or more of the work is completed, and upon receipt of-monthly invoices from the ENGINEER and the spproval•thereof by the CITY, monthly payments covering work performed shall be due and payable to the ENGINEER, such payments to be equal to ninety-five percent (95%) of an amount arrived at by multiplying the percentage of design work performed by the fee heretofore set forth. From the partial payment thus computed each month, there shall be deducted all pr~vious partial payments made to the ENGINEER. c. Upon approval by the CITY after submittal of the complete contract plans, special provisions and f~.nal cost estimate for the project, a sum of money equal to the total fee heretofore set forth, less the total of the amounts of the partial • payments.previously paid to the ENGINEER under Sections 3. A. 2. a. and 3. A. 2. b. of this. Agreement shall be due and payable to the ENGINEER. B. In the event of a substantial change in the scope, character of complexity of the work on the project, the maximum fee payable and the specified fee shall be adjusted in accordance with Section 6 of this Agreemen±. C. In the event the EHG~HEER, -upon written order from the CITY,. is required to perform extra work not covered under the provisions of Section 6 of this Agreement, t;~e ENGINEER shall receive payment for such extra work on the following basis: 1. The time the ENGINEER's technical personnel, while working directly on the extra work, shall be paid for at the EHGIHEER's actual payroll cost, .plus a fee of 2.0 times the actual payroll costs. 2. Plus the ENGINEER'S other direct out-of-pocket expenses incidental . to such work and as approved by the CITY. Page 7 .. ,~ . SECTION_4_ SUBLETTING AND_ASSIGNMENT_OF CONTRACT No portion of the Contract shall be sublet, assigned or otherwise disposed of, except vith the written consent of the CITY. Consent to sublet, assign -- -~ -~ ~-- ~ or otherwise dispose -of any portion .of :the-...Contrast shall. not be construed to . relieve the ENGINEER of any responsibility for. the fulfillment of the Contract. SECTION_5_ WORK OFFICE It must be shovn that the ENGINEER has, or vill establibh, a vorking office within the city boundaries of South Bend, or .convenient thereto, at which it vill be possible for the concerned representatives to reviev and discuss. proposed design features as work-progresses. ~~. SECTION 6. CHANGES IN THE HORK In the event the CITY requires a major change in the scope, character of complexity of the work after the survey or plan work has progressed as directed by the CITY, adjustments in the compensation to the ENGINEER and in time for performance of the vork as modified shall be determined by the CITY in the exercise of its honest and reasonable judgement. SECTION 7. EMPLOYtiEHT A. Appendix "A" covering Department of Transportation regulations on nondiscrimination and attached to this Agreement are to he considered an integral part hereof and are to be complied vith by the ENGINEER on this project. ._ 6. The ENGINEER shall not engage, on full or part-time or other basis during the period of the Contract, any professional or technical personnel who are, or have been at any time during the period of the Contract, in the employ of the Federal Highway Administration or the Highxay organization of any State, County or City except regularly retired employees vithout the xritten consent of the public employer of such person. Page 8 • C. The ENGINEER end his sublessee, if any, shall not discriminate against any employee or applicant for employment, to be employed in the performance of this Contract, with respect to his hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, because of his race, color, religion, sex, national origin or ancestry. Breach of this covenant may be regarded • es a material breach of ths• Contrac£: -~~~'~~ SECTION_8_ COVENANT AGAINST CONTINGENT FEES -------------------------------- The EHGIHEER xarrants that he has not employed or retained any company or ,person, other than a bona fide employee working solely for the EHGIHEER, to solicit or secure this Contract, and-that he has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the ENGINEER, anp fee, commission, percentage, brokerage fee, gifts, or .any other consideration, contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, the CITY shall have .the right to annul this Contract vithout liability, or, in its discretion to deduct from the Contract price or consideration, or otherwise recover, the full amount of such fe subco_ntractor or anyone acting in behalf of either,• that he or they xill comply with any and all State, Federal, .and Local. statutes, ordinances, and regulations and obtain all • permits that are applicable to the entry into and performance of this Agreement. SECTIOH_10~ RESPONSIBILITY FOR CLAIMS AHD LIABILITIES ------------------ ---------------- The EHGIHEER shall be responsible for all damage to the life and property due to the activities of the ENGINEER, his subcontractors, agents, or employees, in connection with such services, and shall be responsible for all parts of this work, both temporary and permanent, until the services under this Agreement are declared accepted by the CITY. It is expressly understood that the EHGIHEER shall indemnify and save harmless the CITY from claims, suits, act ons, damages,-and costs of every name and description arising out of or resulting from the services of the EHGIHEER under .this Agreement, and such Page 9 CJ • indemnity shall not be limited by reason of the enumeration of any insurance coverage, hereinafter provided. The ENGINEER shall be responsible for keeping the CITY currently advised as to the status of any claims made for damages, occurring from entering upon private. property against the ENGINEER resulting from services performed. under this Agreement. Upon completion of ~-~-_~ - field work by the ENGINEER, the CITY is~.~~~be so-advised as to the status of claims even though no claims for damages occurred. SECTION 11. WORKER'S COMPENSATION AND LIABILITY INSURANCE ----------- --------------------------------------------- The ENGINEER agrees to procure and maintain at his expense and vithout expense to the CITY until final payment by the CITY for. the services covered by this Agreement, insurance of the kinds and in the amounts hereinafter provided in the insurance companies authorized to do such business in the State of Indiana covering all operations under this Contract whether performed by him or by his ~subcantractors. Before commencing vork, the ENGZNEER shall furnish to the CITY a certificate, or certificates, in form satisfactory to the CITY, shoving that•~he has complied vith this paragraph, which certificate,.or certificates, shall provide that the policies shall not be changed or~cancelled until ten (10) days xritten notice !'ias been given to the CITY. The kinds and amounts of insurance required are as follows; .. A. Policy .covering the obligations of the ENGINEER in accordance with the provisions of the Worker's Compensation Lava The Agreement shall be void and of no effect unless the ENGINEER procures such policy and maintains it until acceptance of the vork. B. Comprehensive Policies of Bodily Injury Liability and Property Damage Liability Insurance, including Oxner's or Contractor's Protective Coverage .and Save and Hold Harmless Endorsement of the types herein specified each with Bodily Injury Limits of liability of not less than 5100,000.00 for each person, including death at any time resulting therefrom, and not less than 5100,000.00 for all damages arising out of injury to or destruction of property. C. Automobile policies of Bodily Injury and Property Damage Liability .Insurance of the types herein specified with bodily injury limits of liability of not less than 5100,000.00 for each person, including death at any time resulting therefrom, and not less than 5300,000.00 in any one accident, and not less than 5100,000.00 for all damages arising out of injury to or destruction of property, including hired and non-owned vehicles. Page IO SECTION_12_ DELAYS AND_EXTENSIONS The ENGINEER agrees that no charges or claims for damages shall be made by him for any delays or hindrance from any cause whatsoever during the progress of any .portion of the services specified in this. Agreement. Such delays or hindrance, if any,"shall be compensated for by~en extension of time for such reasonable period as may be mutually agreed upon between the parties, it being understood, however, that the permitting of the ENGINEER to proceed to complete any services, or any part of them, after the date to which the time of completion may have been extended, shall in no way operate as a waiver on the part of the CITY of any of its rights herein. SECTIOH_13. ABANDONMENT_ARD TERMINATION The CITY reserves the right to terminate or ~.uspend this Agreement upon written notice. .~ A. If the CITY shall abandon-the services herein mentioned, the EHGIHEER shall deliver to the CITY all drawings,. specifications and estimates completed or partially completed and these shall became the property of the CITY. The earned value of the worfc performed shall be based upon an estimate of the portions of the total services as have been rendered by the EHGIHEER to the date of the abandonment and which estimate shall be mutually agreed upon by the CITY and the EHGIHEER. The payment ss made to the EHGIHEER shall be paid as a final payment in full settlement for his services hereunder. B. If at any time the EHGIHEER shall abandon or delay the preparation and completion of plans and specifications beyond the several times hereinbefore specified, or beyond such further extensions of time as agreed upon, the CITY shall give notice, as herein provided, of such. delay or abandonment, and, if the EHGIHEER. shall not, within twenty (20) calendar days thereafter, have complied with the requirements of this Contract, then the CITY shall have-the power to terminate this Contract by a second written notice, either mailed or personally delivered to the EHGIHEER. Upon the mailing or delivery of such second notice, this Contract shall cease and terminate and the CITY may, by any method it deems to be necessary, designate and employ other engineers by contract or otherwise, to perform and complete the services herein described. Page 11 J • C. In case the CITY shall act under the last preceding paragraph, then and in such event, all drawings, plans, sketches, eections_and models, all specifications, estimates, measurements and data pertaining to the project, prepared under the terms or in fulfillment of this Agreement, shall be delivered within twenty (20) = - days to -the CITY. ~ In the event: of--.the failure by the EHGIHEER to make such delivery upon demand, then and in that event, the EHGIHEER shall pay to the CITY any damage it may sustain by reason thereof. SECTION 14. OWNERSHIP OF DOCUHEHTS ----------- ---------------------- A. All documents, including tracings, dravings, estimates, specifications, field notes, investigations, studies, etc., as instruments of service, are to be the property of the CITY. During the performance of the engineering services, herein provided for, the EHGIHEER shall be .responsible for any~loss or damage to the documents, herein enumerated, chile they are in his possession and any loss or damage shall be restored at his expense.- 'Full access to the vork during the preparation of the plans shall he available to the CITY and other public agencies interested in this vork. • B. Upon completion and final appraval of the vork by the CITY, the EHGIHEER shall deliver to the CITY, the following, which shall become the property of the CITY. One (1) set of final approved tracings of the contract plans drawn to a suitable scale an standard 36"x23" sheets prepared in accordance with the "Standard Specifications for Design Sheets," revised April 2,.1962,- and approved by the Chief Engineer of the Indiana Department of Highways on April il, 1962. One (1) set of final approved cross-sections of the contract plans drawn to a suitable scale on standard 3b"x23* sheets prepared in accordance with the same "Standard Specifications. ." as in the paragraph above. One (1) set (the original) of all survey field notes (transit and level notes), section plats, and subdivision plats for all surveys the EHGIHEER has performed on the project. The field notes are to be in approved field books. Page 12 • S One (1) set of Special Provisions for the specifications typed on 8-1/2"x11" paper. One (1) copy. of the estimate of construction cost prepared on vellum. ,_ One (1).copy,of all design computations;&„ indexed,, page numbered and bound. Five (5) copies of ell Storm Water Iianagement Report, page numbered and bound. If a computer is used in performing computations, the ENGINEER shall furnish the following information, which information shall become the property of the CITY: i. Type of computer 2. Name of program a. If a library program is used, furnish codes, title and write-up of the program. • b. If the program has been developed by the EHGIHEER, give a detailed write-up including the method of mathematical and structural analysis used. 3. All listed output data shall be titled and described. 4. Decimal points in a fixed point system shall be properly placed. SECTIOH_15_ SUCCESSORS_AHD_ASSIGHEES The CITY, insofar as authorized by law, binds itself and its successors, and the EHGIHEER binds his successors, executors, administrators and assignees, to the party of this Agreement and to the successors, executors, administrators and assignees of such other party, as the case may be insofar as authorized by law, in respect to all covenants of this Agreement. Except as above set forth, neither the CITY nor the EHGIHEER shall assign, sublet or transfer its or his interest in this Agreement vithout the consent of the other. Page 13 • SECTION_16_ ACCESS. TO RECORDS The ENGINEER and his subcontractors shall maintain all books, documents, papers, accounting records and other evidence pertaining to the cost incurred - ~ -~ - and -shall make suchmaterials availahle,at their-,respective offices at all reasonable times during the Contract period and for three years from the date of final payment under the Contract, for inspection by the CITY, and copies thereof shall be furnished if requested. IN TESTI?iOHY WHEREOF., the parties hereto have executed this Agreement. KEN HERCEG & ASSOCIATES, INC. (SEAL) Approved as to Legality and Form Page 14 CITY OF SOUTH BEND THROUGH ITS BOARD OF PUBLIC HORKS ~ ,. ,. l _ _. Date.: ~-~' ~~" ~-,: ----------- --------------- Attest. ____ __ _ s _____ hleen K. Her eg, Secretary. A C K N O W L E D G E M E N T ------------------------------ State of Indiana County of __ St : Joseph __ Ss: --------------------------- ------------- Before me, the undersigned notary public in and for said County personally appeared ____ Kenneth_P__Herceg, ____ President _ _ ______ ---- ----- gam,---~ ,~--- ------------ - -- ---- (Name or names of si ners official title and KEN HERGEG & ASSOCIATES, INC. company name) and each acknowledged the execution of the foregoing Contract on this ~~__ day of _flaramhar ____________- 19 90, and each acknowledged and stated that he is the party authori2ed by said corporation to execute the foregoing Contract, Witness my hand and seal the said last named date. My Commission Expires July 2, 1993 MARY AME dlRS3 i NOTARY ~`.lOSEPH C0I3?iTY ~ + / ~' C/fi~ir,.2 /~J9~~~ -_--- .-,~v-r~------------ -- y ~, - y -------- C®unty o es ence: St. Joseph Hotar Publi Mar Anne Bird A C K N O W L E D G E K E N T ----------------------------- State of Indiana, County of St. Joseph, SS: Before me, the undersigned Rotary Public in and for said County, personally appeared John Les2czynski, Director of Public Works, City of South Bend, .and acknowledged the execution of the foregoing Contract on this ~~'~~'day of -~C, / \ Witness my hand and seal the said last named date. xy Commission Expires County of Residence: St. Joseph Notary Public Page 15 CERTIFICATE_(lF_COKSULTANT ---------- - --- ----- • ~ - I hereby certify that I am the f,i r ~ i 71 c` i7 and dul ------------- ~ -------------------- y authorized re resentative of the firm of ,t'~F~1 ~r°' Y'c'r'~ ~ SS G'c? , Vic` p -------------/-' ---- -------7-/----`/-~ d... whose address . is ~ ~„~_ Lr/_.__ 7_~~} :.-/s l-' F? __/~ ft a'. ~~?~~7`"~ f?~r~d .~,d , `f 660/ and that neither I nor the above firm I here represent has: a. employed or retained for a commission, percentage, brokerage, contingent fee, or other consideration, any firm or person (other than a bona fide employee working solely for me or the above. consultant> to solicit or secure this Contract, b. agreed, as an expressed or implied condition for- obtaining this Contract, to employ or retain the services of any firm or person in connection with carrying out the .Contract, or c. paid, or agreed to pay, to any firm, organization or person (other than a hone fide employee corking solely for me or the. above consultant) any fee, contribution, donation, or .consideration of any kind for, or in connection with, procuring or carrying out the Contract. except as here expressly stated (if any): (Date) CEBTIFICATE_OF THE CITY t]F SOUTH BEND ----------- ---------------- I hereby certify that I am the Director of Public Hocks of the City of South Bend, and that the above consulting firm, or his representative, has not been required, directly or indirectly as an expressed or implied condition in connection rith obtaining or carrying out this Contract to a. employ or retain, or agree to employ or retain, any firm or person or, b. ,..pay, or agree to pay, to any firm, person, or organization, any fee, contribution, donation, or consideration of any kind: except as here expressly stated of any): __________________________________ -, ---,----.------~-------------- -~- T f'~` ~tDate) Signature ~,- ' Page 16 (Form approved by the Attorney General) NON_COLLUSIGN_AFFIDAVIT - - ------ --------- STATE OF INDIANA COUNTY OF ST. JOSEPH ~ - ~ "~ The undersigned, being duly svorn on oath says, that he is the contracting __....._ ... party, or, ,that he is the representative, agent, member, or officer. of the contracting party, that he has not, nor has any other member, representative, agent, or officer of .the .firm, company, corporation or partnership represented by him, directly or indirectly, entered into or offered to enter into any combination, collusion or agreement to receive or-gay, and that he has not received or paid, any sum of money~or other consideration for the execution of the annexedJContract other than that vhich appears on the face of the Contract. .a.~... ... -~r- 1~'~/~y ~E~~~~~~~ i9 ~~ Subscribed and scorn to before me this _ da of __________________ .~~~' ~-ace- /~ . 2 ~ -. ~~~~ - --------1~- ------- --- Notary Pic ny Commission Expires: . ~ MARY Ate etRD NOTARY G1JS1.fC STATf Cf )I4DtAlIA ST..IOSEPk C01.itTY _____I"IY_C_a'o'1ISS_t0_N EXP. ,lt1LY ~.tao3 _________-_ County of Residence: St Joseph Page 17 APPENDIX_"A" During the performance of this Agreement, the ENGINEER, for itself, its assignees and successors in interest (hereinafter referred to as the _, . _., "ENGINEER" ), agrees as follove; ,, ~ _ , .:..v.M~ , ~....~..r. (1) C_omplisnce_azith_R_egulationss The ENGINEER rill comply vith the Regulations of the Federal Government relative to nondiscrimination in federally assigned programs, Title 49, Code of Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter referred to as the Regulations) rhich are herein incorporated by reference and made a part of this Agreement. (2) Nondiscrimination: The ENGINEER, rith regard to the rork performed by it after avard and prior to completion of the Agreement rork, rill not discriminate on the grounds~'of race, color, sex or national origin in the selection and retention of subcontractors, including procurements of aaterials and leases of equipment. The ENGINEER rill not participate either directly or indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices Then the Agreement covers a program set forth in Appendix B of the Regulations. (3) Solici_tat_io_ns_f__or S_ub_co_n_t_r_a_c_t_s_t_including_Procurements of_?4aterials_ and_Eguipments In all solicitations either by competitive bidding or negotiation made by the ENGINEER for rork to be performed under a subcontract, including procurements of materials or equipment, each potential subcontractor or supplier shall be notified by the ENGINEER of the EHGINEER's obligations under this Agreement and the Regulations. relative to nondiscrimination on the grounds of .race, color, sex, or national origin. (4) Informstion_and Reportss The ENGINEER rill provide all information and reports required by the Regulations, or directives, issued pursuant thereto, and rill permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the CITY, State or the Federal Government to be pertinent to ascertain compliance rith such Regulations or directives. Where any information required of an ENGINEER is in the exclusive possession of another rho fails or refuses to furnish this information, the ENGINEER shall so certify to the CITY, State or the • Federal Government as appropriate, and shall set forth chat efforts it has made to obtain the information. Page 18 .., .. . (5) Sanc_tions__for_ Noncompliance_ In the event of the EHGINEER's noncompliance with the nondiscrimination provisions of this Agreement, the CITY shall impose such contract sanctions as it, the - State or the Federal Government may determine to the appropriate, including, .but not limited to: ~°' (a) withholding of payments tithe ENGINEER under the Agreement until the EKGIHEER complies, and/or (b) cancellation, termination or suspension of .the Agreement, in whole or in part. (6) Incorporation of_Prov_isione_ .The ENGINEER vill include the provisions of this Appendix "A" in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations, or directives issued pursuant thereto. The ENGINEER vial take such action with respect to any Subcontract or procurement as the CITY, .State or the Federal Government may direct as a means of enforcing such provisions including sanctions for noncompliance; provided,- however, that, in the event the ENGINEER becomes involved in, cr is threatened with, litigation vith a subcontractor or supplier as a result of such direction, the ENGINEER may request the CITY to enter into such litigation to protect the. interests of the CITY, and, in addition, the ENGINEER may request the State of Indiana and/or the United States to enter such litigation to protect the interests of the State of Indiana and/or the United States. Page 19 APPENDIX "B" • AIRPORT 2010 PROJECT - AIRPORT ECONOMIC DEVELOPMENT AREA: ENGINEERING SERVICES FOR DESIGN OF OLD CLEVELAND ROAD REALIGNMENT FROM MAYFLOMER ROAD EAST TO OLD CLEVELAND ROAD, MEST OF BEHDIX DRIVE DESCRIPTIOH_OF_PROPOSED_PROJECT Ken Herceg & Associates, Inc. t"ENGINEER") herein offers professional engineering services to the Board of Public forks of the City of South Bend, Indiana (CITY) in its effort to secure all engineering, surveying, and stormwater management services required for -the design of the realignment of Old Cleveland Road as shown on Exhibits A and B attached, with completion of such tasks ae: Field Sur/ey Preliminary Drainage Plan Grade Review Plans Preliminary Field Check Plans • Final Drainage Plan Final Field Check Plans Final Check Prints Final Documents to CITY Page 20 e APPENDIX "C" AIRPORT 2010 PROJECT = AIRPORT ECOHOKIC DEVELOPtiEHT AREA: ENGINEERING SERVICES FOR DESIGN OF OLD CLEVELAND ROAD REALIGNMENT FROM MAYFLOWER ROAD EAST TO OLD CLEYELAHD ROAD, WEST OF BEHDIX DRIVE MAJOR ELEMENTS FOR A COMPLETE DESIGN ,, . ., DRAIHAGE_STUDY REPORT Storm Water Management Plan Report FIELD_SURYEY To be performed in accordance rith "Requirements for Field Surveys" a procedural manual on file xith the Indiana Department of Highxays. Items of work and the field notes x111 be checked for conformance rich .the 'Guide for Checking Transit Book" and "Guide for Checking Level Book" as supplied by the Indiana Department of Highxays. GEOliETRICS_REVIEW Prepare Title Sheet •.Plat Field Survey Data Develop Preliminary Details Develop Typical Sections • Design Preliminary Geometries Plot Preliminary Cross-Sections PRELIMINARY FIELD CHECK PLAN Finalize Typical Sections Design Plan and Profile Sheets Design Geometries Locate all Drives & Public RoadlStreet Approaches as to Class & Type Develop Drainage Flan and Design Drainage Facilities Preliminary Cross-Sections (original in ink, proposed in pencil? Develop Additional Sheets as Required, Shox Utilities Hold Preliminary Field Check Attach Soils Report Revise Plans-After Field Check FINAL DESIGH_PLAHS_&_SPECIFICATIOHS Complete all•Design in accardance xith approvals above Finaliz= all Detail Draxings Finalize all Duantity Calculations Hold Final Field Check, if Required Prepare Special Provisions Prepare Final Cost Estimate Deliver Final Plans, Specifications, etc. to CITY . Page 21 C r i• APPENDIX "D" AIRPORT 2010 PROJECT - AIRPORT ECONOMIC DEVELOPMENT AREA: EHGIKEERIKG SERVICES FOR DESIGN OF OLD CLEVELAND ROAD REALIGNMENT FROM MAYFLOWER ROAD EAST TO OLD CLEVELAND ROAD, NEST OF BENDIX DRIVE SERVICES PROVIDED BY_THE_CZTY 1. Make available to the ENGINEER all data and records pertinent to the project sites including, but not limited to: All Airport 2010 Reports and data from other consultants. Recent Traffic. Count Data for all intersection legs; Previous Warrant Studies, if any; Sewer and Water Utilities Plans; Records of Complaints of Storm .Drainage at the sites. 2. The CITY shall secure access to such properties as shall be necessary for survey, investigation and evaluation as it relates to the project. 3. Reviev all reports, plans, correspondence, etc. and provide approval and/or comments as required. Page 22 • APPENDIX "E" AIRPORT 2010 PROJECT -AIRPORT ECONOMIC DEVELOPlSENT AREA: ENGINEERING SERVICES FOR DESIGN OF OLD CLEVELAND ROAD .REALIGNMENT FROM MAYFLOWER ROAD EAST TO OLD CLEVELAND ROAD, WEST OF HENDIX DRIVE FEE SCHEDULE The cost for this engineering work has. been estimated as follove: _._1. Field Survey including Utilities Search and ,Right-of-Way Staking Survey: 1. RLS .................. 20 hrs. @ 967.00/hr. = 9 1, 340. 00 2. Engineer, III........ 45 hrs. @ 942.00/hr. = S 1, 890. 00 3. Survey Crew.......... 120 hrs. @ 592.00/hr. = 511, 040.00 4. Technician, III...... 80 hrs. @ 535.00/hr. = 9 2, 800. 00 5. Reim. Expen:.as (Mileage, copy, etc. ) ........... = S_ __380 DO 1. Subtotal. 517,450.00 2. Preli minary Drainage Plan 1. Engineer, III........ 60 hrs. @ 542.00/hr. = 8 2, 520.00 2. Engineer, L ......... 76 hrs. @ 535.00/hr. 8 2, 660.00 3. Technician, III...... 53 hrs. @ 535.00/hr. = 5 1, 855.00 4. Reim. Expenses t Mileage, copy, etc. ) .......... = 5 ___465_00 • 4. Subtotal. . , S 7, 500.00 3. Grade Review Plans 1. Engineer, Principal.. 40 hrs. @ 880.OOIhr. = S 3, 200.00 2. Engineer., IV. r ........ 120 hrs. @ 859.00/hr. = 8 7, 080. 00 3. Engineer, III........ 350 hrs. @ 542.00/hr. = 514, 700.00 4. Technician I......... 250. OOs. @ 935.00/hr. = S 8, 750. 00 5. Technician III....... 350 hrs. @ 932.00/hr. = 511, 200.00 5. Reim. Expenses t Mileage, copy, etc. > ......... = S 2. 3_10_. 00 3. Subtotal . 547,240.00 4. Preli minary Field Check Plans 1. Engineer, Principal.. 10 hrs. @ 580.00/hr. = S 800.00 2. Engineer, IV......... 30 hrs. @ 559.00/hr. = 5 1, 770.00 3. Engineer, III........ 100 hrs. @ 542.00/hr. = S 4, 200.00 _ 4. Engineer, L ......... 130 hrs. @ 535.00/hr. = 5 4, 550.00 5. Technician, III...... 50 hrs. . @ 832.00/hr. 9 1,600.00 6. Reim. Expenses t Mileage, copy, etc. ) ........... = S _1L290 00 4. Subtotal S14,210.00 Page 23 • APPENDIX_"E"L_cont'd n 1_J 5. Final Drainage Plans 1. Engineer, Principal.. 18 hrs. @ 580. 00/hr. = S 1, 440. 00 2. Engineer, IV......... 10 hrs. @ S59.00/hr. = S 590.00 - 3. Engineer, III........ , .BO ,,,, hrs. @. 542.00/hr. = S 3, 36.0.00 4. Engineer,. I.......... 10 hrs. & 535.00/hr. = S 350.00 5. Reim. Expenses (Mileage, copy, etc. ) ........... _ $_ __760_00 5. Subto tel S 6.500.00 6. Final Field Check Plans 1. Engineer, .Principal.. 20 hrs. @ 580.00/hr. = 5 1, 600.00. 2. Engineer, IV......... 60 hrs. @ 559.00/hr. = S 3, 540.00 3. Engineer, III........ 85 hrs. @ 542.00/hr. = S 3, 570. 00 4. Engineer, I.......... 40 hre. @ 535. 00/hr. = S 1, 400. 00 5. Technician III....... 120 hrs. @ 532.00/hr. = S _3L840_00 6. Subto tal . 513, 950.00 ?. Final Check ;Tints 1. Engineer, Principal.. 16 hrs. @ 580. 00/hr. = S 1, 280.00 2. Engineer, IV......... 55 hrs. @ 559.00/hr. = S 3, 245.00 . ~ 3. Engineer, III........ 3S hrs. @ 542.00/hr. = S 1, 470.00 4. Engineer, I.......... 55 hrs. @ 535.00/hr. = S 1, 925. 00 5. Technician III....... 160 hrs. @ 532.00/hr. = S _SL120 00 • 7. Subto tal 513,040.00 8. Final Documents to CITY 1. Engineer, Principal.. 46 hrs. @ 580.00/hr. = S 3, 680.00 2. Engineer, IV......... 115 hrs. @ 559.00/hr. = S 6, 785.00 ' 3. Engineer, III........ 65 hrs. @ 542.00/hr. = S 2, 730. 00 4. Engineer, I.......... 160 hrs. @ 535.00/hr. = S 5, 600.00 5. Technician, .III...... 140 hrs. @ 532.00/hr. = S 4, 480. 00 6. Steno................ 130 hrs. @ 528. 50/hr. = S 3, 705. 00 7. Reim. Expenses (Hileage, copy, etc. > ........... = S _2L290_00 8. Subto tal 529, 970.00 TOTAL ENGINEERING . . . -_. -. .5149, 860.00 Page 24 U APPEHDIX_"F" AIRPORT 2010 PROJECT - AIRPORT ECONOMIC DEVELOPMENT AREA: ENGINEERING SERVICES FOR DESIGN OF OLD CLEVELAND. ROAD REALIGNMENT FROM MAYFLOWER ROAD EAST TO OLD CLEVELAND ROAD, WEST OF BENDIX DRIVE SCHEDULE (ONLY VALID IF ALL PHASES AWARDED IN SEQUENCE AND IN TIMELY MANNER) The engineering services described in Part I (A thru N) above shall be performed as much as possible on the following schedule: NOTICE TO PROCEED ±DEC. 26, 1990 COMPLETION OF SURVEY JAN. 28, 1991 BEGIN DESIGN JAN. 2, 1991 PRELIMINARY DRAINAGE PLAN JAN. 28, 1991 ' GRADE REVIEW PLANS COMPLETE ~ FEB. 25, 1991 FINAL DRAINAGE PLAN MAR. 18, 1991 PRELIMINARY FIELD CHECK PLANS APR. 8, 1991 FIELD CHECK PLANS APR. 22, 1991 FIELD CHECK (Weather Permitting) APR. 25, 1991 FINAL CHECK PRINTS MAY 6, 1991 FINAL. DOCUMENTS TO THE CITY (For Bids) MAY 13, 1991 The above schedule is based on standard reviev times for CITY and .THE DEPARTMENT OF ECONOMIC DEVELOPMENT. The actual schedule may vary depending on actual review times and date of Notice to Proceed. Page 25 EXHI6IT A • The engineering design wor?; for Realigned Old Cleveland Road, Phase ?I (Section 4) consisting cf preliminary engineering design, final construction dra-xings, preparation o` speci~ications and bid packets and appurtenant- worY., all of such engineering work for ..public improvements to be made on the following described real es',.ate acquired or to be acquired by the Authority: REALIGNED OLD CLEVELAND ROAD., PKASE II (SECTION 4) DESCRIPTION An 80-foot wide parcel oy land located in the Southeast Quarter (SE1/4) of Section Twenty (20), the Southwest Quarter (Si~'1/4) of Section Twen~y One (21) , and the Northwest Quarter (h'•h'1/4) of Section Twenty Eight (28) all in Township Thirty Eight (38) North, Range Two (2) East and all being in German Township, St. Joseph County, the centerline of .which is described as follows: Com-~encing at the Southwest corner of the Southeast Quarter (SE1/4) of szid Section~Twenty (20); thence,_Ncrth, along the east line of said Southwest Quarter (SW1/4), also being the approximate center line of a public road, known as Mayflower Road, a distance o~ 2160.00 feet to the Point of Beginning of the centerline of this description; thence East, parallel with the south line of said Southeast Quarter (SE1/4), a distance of 1580.47 feet to the point o~ cu=-vature of a tangent curve to the =fight, said curve. having a radius of 800.00 feet and an internal angle of 66' 00' 00"; thence Pasterly and Southeasterly along a curve an arc length of 921.53 feet to the point of tangency of said curve; thence .Southeasterly a ~ ong the prof ected ferward. tangent of the previously described carve a distance of 1325.35 feat to the point cf cu:.-vature of a tangent curve to the let, said curve having a radius of 800.00. _eet and an internal angle of 66. 00' 00"; thence along said curve Sou~.sieasterly and Easterly an arc length of 921.53 .feet to the point of tangency of said curve also being the Point of Te~:.inus of the centerline of said 8 o-foot k*ide parcel . Said parcel description excepting out any e>:fisting public rights of way and bein:: s~::oj ect to all existing easements area leeses of public reccrd. EXHIQIT E3 The engineering design work for Old Cleveland Rcad From Mayflower Road To ~he Industrial Parl: (Section 5) cons;.sting cf preliminary engineering design, final cor.structicn cravings, ,preparation of specifications and bid packets and appurtenant wor}:, all of such engineering work for public improvements to be mace on the following described real es't'ate• acquired• or~.to be aca~uired by - ,,. the Authority:. OLD CLEVELAND ROAD FROM NIAYFLOk'ER ROAD TO THE INDUSTRIAL PARK (SECTION 5) DESCRIPTION An 80-foot wide parcel of land located in the South Half (S1/2) of Section Twenty Gne {21) and the North Half (Nl/2) o` Section Twenty Eight (28) all in Township Thirty-Eight (38) North, Range Two (2) Ezst and all being in Gerlraan Township, St. Joseph County; the cente_line of which is described as follows: Co:lmencing at the southwest corne~ of the Southeast Quarter (SE1/4) of Section Twenty (20), Township Thirty Eight (38) North, Range Two (2) East, also being the approxisaate intersection of a nor~h-south public road, known .as Mayflower Road and an east-west public rozd Y.nown as Old Cleveland Road; thence East along the south line of said South Half (Sl/2) of Section Twenty (20) and the south line of ~~,id South Half (S1/2) of Section Twenty One (21) , also being the a~~ro::ir,ate centerline of said Old Cleveland Road a distance of .3601.22 feet to the Point of Beginning of the ce:.ter_.ne of this descr~.ption; thence continuing along said apprc}:irate centerline of old Cleveland Road, also being the south line cf said South HaL (S1/2) of Section Twenty one (21), a distance cf 2130.00 feet to the Point of Terrr.inus of the centerline of said 80-foo~ wide parcel . Said parcel descr iptior. excepting out any e~:is ring public rights of way end being subject to all existing easements and leases of uu'olic record.