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PSA - Century Center Master Planning - Ratio Design
ELIZABETH A. MARADIK JOSEPH R. MOLNAR GARY A. GILOT ALEXANDRA DOLZ-LANE MURRAY L. MILLER 1316 COUNTY-CITY BUILDING 227 W. JEFFERSON BOULEVARD SOUTH BEND, INDIANA 46601-1830 PHONE 574/ 235-9251 FAX 574/ 235-9171 CITY OF SOUTH BEND JAMES MUELLER, MAYOR BOARD OF PUBLIC WORKS November 14, 2023 Mr. William A. Browne Jr. Ratio Design 101 S. Pennsylvania St. Indianapolis, IN 46204 wbrowne@ratiodesign.com RE: Professional Services Agreement Dear Mr. Browne: At its November 14, 2023 meeting, the Board of Public Works approved the above- referenced amendment for Phase 1 for Century Center Master Planning, in the amount of $81,000. Enclosed please find a copy of the amendment for your records. If you have any further questions, please call this office at (574) 235-9251. Sincerely, /s/ Theresa Heffner Theresa Heffner, Clerk Enclosures TH/lh EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. AGREEMENT BETWEEN OWNER AND ARCHITECT FOR PROFESSIONAL SERVICES Prepared by ENGINEERS JOINT CONTRACT DOCUMENTS COMMITTEE and Issued and Published Jointly by AMERICAN COUNCIL OF ENGINEERING COMPANIES ______________________ ASSOCIATED GENERAL CONTRACTORS OF AMERICA ______________________ AMERICAN SOCIETY OF CIVIL ENGINEERS _______________________ PROFESSIONAL ENGINEERS IN PRIVATE PRACTICE A Practice Division of the NATIONAL SOCIETY OF PROFESSIONAL ENGINEERS This document has important legal consequences; consultation with an attorney is encouraged with respect to its use or modification. This document should be adapted to the particular circumstances of the contemplated Project and the Controlling Laws and Regulations. EJCDC E-500 Standard Form of Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. Copyright © 2008 National Society of Professional Engineers 1420 King Street, Alexandria, VA 22314-2794 (703) 684-2882 www.nspe.org American Council of Engineering Companies 1015 15th Street N.W., Washington, DC 20005 (202) 347-7474 www.acec.org American Society of Civil Engineers 1801 Alexander Bell Drive, Reston, VA 20191-4400 (800) 548-2723 www.asce.org Associated General Contractors of America 2300 Wilson Boulevard, Suite 400, Arlington, VA 22201-3308 (703) 548-3118 www.agc.org The copyright for this EJCDC document is owned jointly by the four EJCDC sponsoring organizations and held in trust for their benefit by NSPE. This Agreement has been prepared for use with the Standard General Conditions of the Construction Contract (EJCDC C-700, 2007 Edition). Their provisions are interrelated, and a change in one may necessitate a change in the other. For guidance on the completion and use of this Agreement, see EJCDC User’s Guide to the Owner-Engineer Agreement, EJCDC E-001, 2009 Edition. TABLE OF CONTENTS Page ARTICLE 1 – SERVICES OF ARCHITECT .................................................................................................. 1 1.01 Scope ............................................................................................................................................. 1 ARTICLE 2 – OWNER’S RESPONSIBILITIES............................................................................................ 1 2.01 General .......................................................................................................................................... 1 ARTICLE 3 – SCHEDULE FOR RENDERING SERVICES ........................................................................ 2 3.01 Commencement ............................................................................................................................ 2 3.02 Time for Completion .................................................................................................................... 2 ARTICLE 4 – INVOICES AND PAYMENTS ............................................................................................... 2 4.01 Invoices ......................................................................................................................................... 2 4.02 Payments ....................................................................................................................................... 2 ARTICLE 5 – OPINIONS OF COST .............................................................................................................. 3 5.01 Opinions of Probable Construction Cost ..................................................................................... 3 5.02 Designing to Construction Cost Limit ......................................................................................... 3 5.03 Opinions of Total Project Costs ................................................................................................... 3 ARTICLE 6 – GENERAL CONSIDERATIONS ........................................................................................... 3 6.01 Standards of Performance ............................................................................................................ 3 6.02 Design Without Construction Phase Services ............................................................................. 5 6.03 Use of Documents ........................................................................................................................ 5 6.04 Insurance ....................................................................................................................................... 7 6.05 Suspension and Termination ........................................................................................................ 7 6.06 Controlling Law ............................................................................................................................ 9 6.07 Successors, Assigns, and Beneficiaries ........................................................................................ 9 6.08 Dispute Resolution........................................................................................................................ 9 6.09 Environmental Condition of Site................................................................................................ 10 6.10 Indemnification and Mutual Waiver .......................................................................................... 10 6.11 Miscellaneous Provisions ........................................................................................................... 11 ARTICLE 7 – DEFINITIONS ........................................................................................................................ 12 7.01 Defined Terms ............................................................................................................................ 12 ARTICLE 8 – EXHIBITS AND SPECIAL PROVISIONS .......................................................................... 15 8.01 Exhibits Included ........................................................................................................................ 15 8.02 Total Agreement ......................................................................................................................... 15 8.03 Designated Representatives ........................................................................................................ 15 8.04 Architect's Certifications ............................................................................................................ 15 Page 1 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. AGREEMENT BETWEEN OWNER AND ARCHITECT FOR PROFESSIONAL SERVICES Owner and Architect further agree as follows: ARTICLE 1 – SERVICES OF ARCHITECT 1.01 Scope A. Architect shall provide, or cause to be provided, the services set forth herein and in Exhibit A. ARTICLE 2 – OWNER’S RESPONSIBILITIES 2.01 General A. Owner shall have the responsibilities set forth herein and in Exhibit B. B. Owner shall pay Architect as set forth in Exhibit C. C. Owner shall be responsible for, and Architect may rely upon, the accuracy and completeness of all requirements, programs, instructions, reports, data, and other information furnished by Owner to Architect pursuant to this Agreement. Architect may use such requirements, programs, instructions, reports, data, and information in performing or furnishing services under this Agreement. THIS IS AN AGREEMENT effective as of Dec. 1 , 2023 (“Effective Date”) between Board of Public Works, City of South Bend, Indiana (“Owner”) and RATIO Architects, LLC (“Architect”). Owner's Project, of which Architect's services under this Agreement are a part, is generally identified as follows: Century Center District Master Plan “Project” Page 2 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. ARTICLE 3 – SCHEDULE FOR RENDERING SERVICES 3.01 Commencement A. Architect is authorized to begin rendering services as of the Effective Date. 3.02 Time for Completion A. Architect shall complete its obligations within a reasonable time. Specific periods of time for rendering services are set forth or specific dates by which services are to be completed are provided in Exhibit A, and are hereby agreed to be reasonable. B. If, through no fault of Architect, such periods of time or dates are changed, or the orderly and continuous progress of Architect’s services is impaired, or Architect’s services are delayed or suspended, then the time for completion of Architect’s services, and the rates and amounts of Architect’s compensation, shall be adjusted equitably. C. If Owner authorizes changes in the scope, extent, or character of the Project, then the time for completion of Architect’s services, and the rates and amounts of Architect’s compensation, shall be adjusted equitably. D. Owner shall make decisions and carry out its other responsibilities in a timely manner so as not to delay the Architect’s performance of its services. E. If Architect fails, through its own fault, to complete the performance required in this Agreement within the time set forth, as duly adjusted, then Owner shall be entitled, as its sole remedy, to the recovery of direct damages, if any, resulting from such failure. ARTICLE 4 – INVOICES AND PAYMENTS 4.01 Invoices A. Preparation and Submittal of Invoices: Architect shall prepare invoices in accordance with its standard invoicing practices and the terms of Exhibit C. Architect shall submit its invoices to Owner on a monthly basis. Invoices are due and payable within 35 days of receipt. 4.02 Payments A. Application to Interest and Principal: Payment will be credited first to any interest owed to Architect and then to principal. B. Failure to Pay: If Owner fails to make any payment due Architect for services and expenses within 30 days after receipt of Architect’s invoice, then: 1. amounts due Architect will be increased at the rate of 1.0% per month (or the maximum rate of interest permitted by law, if less) from said thirtieth day; and 2. Architect may, after giving seven days written notice to Owner, suspend services under this Agreement until Owner has paid in full all non-disputed amounts due for services, Page 3 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. expenses, and other related charges. Owner waives any and all claims against Architect for any such suspension. C. Disputed Invoices: If Owner contests an invoice, Owner shall promptly advise Architect of the specific basis for doing so, may withhold only that portion so contested, and must pay the undisputed portion. D. Legislative Actions: If after the Effective Date any governmental entity takes a legislative action that imposes taxes, fees, or charges on Architect’s services or compensation under this Agreement, then the Architect may invoice such new taxes, fees, or charges as a Reimbursable Expense to which a factor of 1.0 shall be applied. Owner shall reimburse Architect for the cost of such invoiced new taxes, fees, and charges; such reimbursement shall be in addition to the compensation to which Architect is entitled under the terms of Exhibit C. ARTICLE 5 – OPINIONS OF COST 5.01 Opinions of Probable Construction Cost A. Architect’s opinions of probable Construction Cost are to be made on the basis of Architect’s experience and qualifications and represent Architect’s best judgment as an experienced and qualified professional generally familiar with the construction industry. However, because Architect has no control over the cost of labor, materials, equipment, or services furnished by others, or over contractors’ methods of determining prices, or over competitive bidding or market conditions, Architect cannot and does not guarantee that proposals, bids, or actual Construction Cost will not vary from opinions of probable Construction Cost prepared by Architect. If Owner requires greater assurance as to probable Construction Cost, Owner must employ an independent cost estimator as provided in Exhibit B. 5.02 Designing to Construction Cost Limit A. If a Construction Cost limit is established between Owner and Architect, such Construction Cost limit and a statement of Architect’s rights and responsibilities with respect thereto will be specifically set forth in Exhibit F, “Construction Cost Limit,” to this Agreement. 5.03 Opinions of Total Project Costs A. The services, if any, of Architect with respect to Total Project Costs shall be limited to assisting the Owner in collating the various cost categories which comprise Total Project Costs. Architect assumes no responsibility for the accuracy of any opinions of Total Project Costs. ARTICLE 6 – GENERAL CONSIDERATIONS 6.01 Standards of Performance A. Standard of Care: The standard of care for all professional architectural and related services performed or furnished by Architect under this Agreement will be the care and skill ordinarily used by members of the subject profession practicing under similar circumstances at the same time and in the same locality. Architect makes no warranties, express or implied, under this Agreement or otherwise, in connection with Architect’s services. Page 4 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. B. Technical Accuracy: Owner shall not be responsible for discovering deficiencies in the technical accuracy of Architect’s services. Architect shall correct deficiencies in technical accuracy without additional compensation unless such corrective action is directly attributable to deficiencies in Owner-furnished information. C. Consultants: Architect may employ such Consultants as Architect deems necessary to assist in the performance or furnishing of the services, subject to reasonable, timely, and substantive objections by Owner. D. Reliance on Others: Subject to the standard of care set forth in Paragraph 6.01.A, Architect and its Consultants may use or rely upon design elements and information ordinarily or customarily furnished by others, including, but not limited to, specialty contractors, manufacturers, suppliers, and the publishers of technical standards. E. Compliance with Laws and Regulations, and Policies and Procedures: 1. Architect and Owner shall comply with applicable Laws and regulations. 2. Prior to the Effective Date, Owner provided to Architect in writing any and all policies and procedures of Owner applicable to Architect's performance of services under this Agreement. provided to Architect in writing. Architect shall comply with such policies and procedures, subject to the standard of care set forth in Paragraph 6.01.A, and to the extent compliance is not inconsistent with professional practice requirements. 3. This Agreement is based on Laws and Regulations and Owner-provided written policies and procedures as of the Effective Date. Changes after the Effective Date to these Laws and Regulations, or to Owner-provided written policies and procedures, may be the basis for modifications to Owner’s responsibilities or to Architect’s scope of services, times of performance, or compensation. F. Architect shall not be required to sign any documents, no matter by whom requested, that would result in the Architect having to certify, guarantee, or warrant the existence of conditions whose existence the Architect cannot ascertain. Owner agrees not to make resolution of any dispute with the Architect or payment of any amount due to the Architect in any way contingent upon the Architect signing any such documents. G. The general conditions for any construction contract documents prepared hereunder are to be the “Standard General Conditions of the Construction Contract” as prepared by the Engineers Joint Contract Documents Committee (EJCDC C-700, 2007 Edition) unless both parties mutually agree to use other general conditions by specific reference in Exhibit J. H. Architect shall not at any time supervise, direct, control, or have authority over any contractor work, nor shall Architect have authority over or be responsible for the means, methods, techniques, sequences, or procedures of construction selected or used by any contractor, or the safety precautions and programs incident thereto, for security or safety at the Site, nor for any failure of a contractor to comply with Laws and Regulations applicable to such contractor’s furnishing and performing of its work. Page 5 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. I. Architect neither guarantees the performance of any Contractor nor assumes responsibility for any Contractor’s failure to furnish and perform the Work in accordance with the Contract Documents. J. Architect shall not provide or have any responsibility for surety bonding or insurance-related advice, recommendations, counseling, or research, or enforcement of construction insurance or surety bonding requirements. K. Architect shall not be responsible for the acts or omissions of any Contractor, Subcontractor, or Supplier, or of any of their agents or employees or of any other persons (except Architect’s own agents, employees, and Consultants) at the Site or otherwise furnishing or performing any Work; or for any decision made regarding the Contract Documents, or any application, interpretation, or clarification, of the Contract Documents, other than those made by Architect. L. While at the Site, Architect's employees and representatives shall comply with the specific applicable requirements of Contractor's and Owner's safety programs of which Architect has been informed in writing. 6.02 Design Without Construction Phase Services A. Architect shall be responsible only for those Construction Phase services expressly required of Architect in Exhibit A, Paragraph A1.05. With the exception of such expressly required services, Architect shall have no design, Shop Drawing review, or other obligations during construction and Owner assumes all responsibility for the application and interpretation of the Contract Documents, review and response to Contractor claims, contract administration, processing Change Orders, revisions to the Contract Documents during construction, construction surety bonding and insurance requirements, construction observation and review, review of payment applications, and all other necessary Construction Phase architectural and professional services. Owner waives all claims against the Architect that may be connected in any way to Construction Phase architectural or professional services except for those services that are expressly required of Architect in Exhibit A, Paragraph A1.05. 6.03 Use of Documents A. The Owner acknowledges the Architect’s construction documents, including all electronic files, as instruments of professional services. Nevertheless, the final construction documents, including all electronic files, prepared under this agreement shall become the property of the Owner upon completion of services and payment in full of all monies due to the Architect. The Owner shall not reuse or make any modification to the construction documents without the prior written authorization of the Architect. All Documents are instruments of service in respect to this Project, and Architect shall retain an ownership and property interest therein (including the copyright and the right of reuse at the discretion of the Architect) whether or not the Project is completed. Owner shall not rely in any way on any Document unless it is in printed form, signed or sealed by the Architect or one of its Consultants. B. Either party to this Agreement may rely that data or information set forth on paper (also known as hard copies) that the party receives from the other party by mail, hand delivery, or facsimile, are the items that the other party intended to send. Files in electronic media format of text, data, graphics, or other types that are furnished by one party to the other are furnished only for convenience, not reliance by the receiving party. Any conclusion or information obtained or Page 6 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. derived from such electronic files will be at the user’s sole risk. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern. If the parties agree to other electronic transmittal procedures, such are set forth in Exhibit J. C. Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data’s creator, the party receiving electronic files agrees that it will perform acceptance tests or procedures within 60 days, after which the receiving party shall be deemed to have accepted the data thus transferred. Any transmittal errors detected within the 60-day acceptance period will be corrected by the party delivering the electronic files. D. When transferring documents in electronic media format, the transferring party makes no representations as to long-term compatibility, usability, or readability of such documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by the documents’ creator. E. Owner may make and retain copies of Documents for information and reference in connection with use on the Project by Owner. Architect grants Owner a limited license to use the Documents on the Project, extensions of the Project, and for related uses of the Owner, subject to receipt by Architect of full payment for all services relating to preparation of the Documents and subject to the following limitations: (1) Owner acknowledges that such Documents are not intended or represented to be suitable for use on the Project unless completed by Architect, or for use or reuse by Owner or others on extensions of the Project, on any other project, or for any other use or purpose, without written verification or adaptation by Architect; (2) any such use or reuse, or any modification of the Documents, without written verification, completion, or adaptation by Architect, as appropriate for the specific purpose intended, will be at Owner’s sole risk and without liability or legal exposure to Architect or to its officers, directors, members, partners, agents, employees, and Consultants; (3) Owner shall indemnify and hold harmless Architect and its officers, directors, members, partners, agents, employees, and Consultants from all claims, damages, losses, and expenses, including attorneys’ fees, arising out of or resulting from any use, reuse, or modification of the Documents without written verification, completion, or adaptation by Architect; and (4) such limited license to Owner shall not create any rights in third parties. F. If Architect at Owner’s request verifies the suitability of the Documents, completes them, or adapts them for extensions of the Project or for any other purpose, then Owner shall compensate Architect at rates or in an amount to be agreed upon by Owner and Architect. G. At completion of any survey services and upon payment of monies due the Architect for those services, the Architect shall provide the owner with all survey data and drawings, upon which it will become the property of the Owner. H. At completion of any traffic study services and upon payment of monies due the Architect for those services, the Architect shall provide the owner with all data and models, upon which it will become the property of the Owner. I. At completion of any geotechnical or material investigation services and upon payment of monies due the Architect for those services, the Architect shall provide the owner with all data, upon which it will become the property of the Owner. Page 7 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 6.04 Insurance A. Architect shall procure and maintain insurance as set forth in Exhibit G, “Insurance.” Architect shall cause Owner to be listed as an additional insured on any applicable general liability insurance policy carried by Architect. B. Owner shall procure and maintain insurance as set forth in Exhibit G, “Insurance.” Owner shall cause Architect and its Consultants to be listed as additional insureds on any general liability policies and as loss payees on any property insurance policies carried by Owner which are applicable to the Project. C. Owner shall require Contractor to purchase and maintain policies of insurance covering workers' compensation, general liability, property damage (other than to the Work itself), motor vehicle damage and injuries, and other insurance necessary to protect Owner's and Architect's interests in the Project. Owner shall require Contractor to cause Architect and its Consultants to be listed as additional insureds with respect to such liability and other insurance purchased and maintained by Contractor for the Project. D. Owner and Architect shall each deliver to the Owner other certificates of insurance evidencing the coverages indicated in Exhibit G. Such certificates shall be furnished prior to commencement of Architect’s services and at renewals thereafter during the life of the Agreement. E. All policies of property insurance relating to the Project shall contain provisions to the effect that Architect’s and its Consultants’ interests are covered and that in the event of payment of any loss or damage the insurers will have no rights of recovery against Architect or its Consultants, or any insureds, additional insureds, or loss payees thereunder. F. All policies of insurance shall contain a provision or endorsement that the coverage afforded will not be canceled or reduced in limits by endorsement, and that renewal will not be refused, until at least 30 days prior written notice has been given to Owner and Architect and to each other additional insured (if any) to which a certificate of insurance has been issued. G. At any time, Owner may request that Architect or its Consultants, at Owner’s sole expense, provide additional insurance coverage, increased limits, or revised deductibles that are more protective than those specified in Exhibit G. If so requested by Owner, and if commercially available, Architect shall obtain and shall require its Consultants to obtain such additional insurance coverage, different limits, or revised deductibles for such periods of time as requested by Owner, and Exhibit G will be supplemented to incorporate these requirements. 6.05 Suspension and Termination A. Suspension: 1. By Owner: Owner may suspend the Project for up to 90 days upon seven days written notice to Architect. 2. By Architect: Architect may, after giving seven days written notice to Owner, suspend services under this Agreement if Architect's performance has been substantially delayed through no fault of Architect. Page 8 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. B. Termination: The obligation to provide further services under this Agreement may be terminated: 1. For cause, a. By either party upon 30 days written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. b. By Architect: 1) upon seven days written notice if Owner demands that Architect furnish or perform services contrary to Architect’s responsibilities as a licensed professional; or 2) upon seven days written notice if the Architect’s services for the Project are delayed or suspended for more than 90 days for reasons beyond Architect’s control. 3) Architect shall have no liability to Owner on account of such termination. c. Notwithstanding the foregoing, this Agreement will not terminate under Paragraph 6.05.B.1.a if the party receiving such notice begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, 60 days after the date of receipt of the notice. 2. For convenience, a. By Owner effective upon Architect’s receipt of notice from Owner. C. Effective Date of Termination: The terminating party under Paragraph 6.05.B may set the effective date of termination at a time up to 30 days later than otherwise provided to allow Architect to demobilize personnel and equipment from the Site, to complete tasks whose value would otherwise be lost, to prepare notes as to the status of completed and uncompleted tasks, and to assemble Project materials in orderly files. D. Payments Upon Termination: 1. In the event of any termination under Paragraph 6.05, Architect will be entitled to invoice Owner and to receive full payment for all services performed or furnished in accordance with this Agreement and all Reimbursable Expenses incurred through the effective date of termination. Upon making such payment, Owner shall have the limited right to the use of Documents, at Owner’s sole risk, subject to the provisions of Paragraph 6.03.E. Page 9 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 2. In the event of termination by Owner for convenience or by Architect for cause, Architect shall be entitled, in addition to invoicing for those items identified in Paragraph 6.05.D.1, to invoice Owner and to payment of a reasonable amount for services and expenses directly attributable to termination, both before and after the effective date of termination, such as reassignment of personnel, costs of terminating contracts with Architect’s Consultants, and other related close-out costs, using methods and rates for Additional Services as set forth in Exhibit C. 6.06 Controlling Law A. This Agreement is to be governed by the law of the state or jurisdiction in which the Project is located. 6.07 Successors, Assigns, and Beneficiaries A. Owner and Architect are hereby bound and the successors, executors, administrators, and legal representatives of Owner and Architect (and to the extent permitted by Paragraph 6.07.B the assigns of Owner and Architect) are hereby bound to the other party to this Agreement and to the successors, executors, administrators and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements, and obligations of this Agreement. B. Neither Owner nor Architect may assign, sublet, or transfer any rights under or interest (including, but without limitation, moneys that are due or may become due) in this Agreement without the written consent of the other, except to the extent that any assignment, subletting, or transfer is mandated or restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. C. Unless expressly provided otherwise in this Agreement: 1. Nothing in this Agreement shall be construed to create, impose, or give rise to any duty owed by Owner or Architect to any Contractor, Subcontractor, Supplier, other individual or entity, or to any surety for or employee of any of them. 2. All duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of Owner and Architect and not for the benefit of any other party. 3. Owner agrees that the substance of the provisions of this Paragraph 6.07.C shall appear in the Contract Documents. 6.08 Dispute Resolution A. Owner and Architect agree to negotiate all disputes between them in good faith for a period of 30 days from the date of notice prior to invoking the procedures of Exhibit H or other provisions of this Agreement, or exercising their rights under law. B. If the parties fail to resolve a dispute through negotiation under Paragraph 6.08.A, then either or both may invoke the procedures of Exhibit H. If Exhibit H is not included, or if no dispute resolution method is specified in Exhibit H, then the parties may exercise their rights under law. Page 10 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 6.09 Environmental Condition of Site A. Owner has disclosed to Architect in writing the existence of all known and suspected Asbestos, PCBs, Petroleum, Hazardous Waste, Radioactive Material, hazardous substances, and other Constituents of Concern located at or near the Site, including type, quantity, and location. B. Owner represents to Architect that to the best of its knowledge no Constituents of Concern, other than those disclosed in writing to Architect, exist at the Site. C. If Architect encounters or learns of an undisclosed Constituent of Concern at the Site, then Architect shall notify (1) Owner and (2) appropriate governmental officials if Architect reasonably concludes that doing so is required by applicable Laws or Regulations. D. It is acknowledged by both parties that Architect’s scope of services does not include any services related to Constituents of Concern. If Architect or any other party encounters an undisclosed Constituent of Concern, or if investigative or remedial action, or other professional services, are necessary with respect to disclosed or undisclosed Constituents of Concern, then Architect may, at its option and without liability for consequential or any other damages, suspend performance of services on the portion of the Project affected thereby until Owner: (1) retains appropriate specialist consultants or contractors to identify and, as appropriate, abate, remediate, or remove the Constituents of Concern; and (2) warrants that the Site is in full compliance with applicable Laws and Regulations. E. If the presence at the Site of undisclosed Constituents of Concern adversely affects the performance of Architect’s services under this Agreement, then the Architect shall have the option of (1) accepting an equitable adjustment in its compensation or in the time of completion, or both; or (2) terminating this Agreement for cause on 30 days notice. F. Owner acknowledges that Architect is performing professional services for Owner and that Architect is not and shall not be required to become an "owner" “arranger,” “operator,” “generator,” or “transporter” of hazardous substances, as defined in the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), as amended, which are or may be encountered at or near the Site in connection with Architect’s activities under this Agreement. 6.10 Indemnification and Mutual Waiver A. Indemnification by Architect: To the fullest extent permitted by law, Architect shall indemnify and hold harmless Owner, and Owner’s officers, directors, members, partners, agents, consultants, and employees from reasonable claims, costs, losses, and damages arising out of or relating to the Project, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of Architect or Architect’s officers, directors, members, partners, agents, employees, or Consultants. This indemnification provision is subject to and limited by the provisions, if any, agreed to by Owner and Architect in Exhibit I, “Limitations of Liability." Page 11 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. B. Indemnification by Owner: Owner shall indemnify and hold harmless Architect and its officers, directors, members, partners, agents, employees, and Consultants as required by Laws and Regulations and to the extent (if any) required in Exhibit I, Limitations of Liability. C. Environmental Indemnification: To the fullest extent permitted by law, Owner shall indemnify and hold harmless Architect and its officers, directors, members, partners, agents, employees, and Consultants from and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of architects, engineers, attorneys and other professionals, and all court, arbitration, or other dispute resolution costs) caused by, arising out of, relating to, or resulting from a Constituent of Concern at, on, or under the Site, provided that (1) any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, and (2) nothing in this paragraph shall obligate Owner to indemnify any individual or entity from and against the consequences of that individual's or entity's own negligence or willful misconduct. D. Percentage Share of Negligence: To the fullest extent permitted by law, a party’s total liability to the other party and anyone claiming by, through, or under the other party for any cost, loss, or damages caused in part by the negligence of the party and in part by the negligence of the other party or any other negligent entity or individual, shall not exceed the percentage share that the party’s negligence bears to the total negligence of Owner, Architect, and all other negligent entities and individuals. E. Mutual Waiver: To the fullest extent permitted by law, Owner and Architect waive against each other, and the other’s employees, officers, directors, members, agents, insurers, partners, and consultants, any and all claims for or entitlement to special, incidental, indirect, or consequential damages arising out of, resulting from, or in any way related to the Project. 6.11 Miscellaneous Provisions A. Notices: Any notice required under this Agreement will be in writing, addressed to the appropriate party at its address on the signature page and given personally, by facsimile, by registered or certified mail postage prepaid, or by a commercial courier service. All notices shall be effective upon the date of receipt. B. Survival: All express representations, waivers, indemnifications, and limitations of liability included in this Agreement will survive its completion or termination for any reason. C. Severability: Any provision or part of the Agreement held to be void or unenforceable under any Laws or Regulations shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon Owner and Architect, which agree that the Agreement shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. D. Waiver: A party’s non-enforcement of any provision shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Agreement. Page 12 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. E. Accrual of Claims: To the fullest extent permitted by law, all causes of action arising under this Agreement shall be deemed to have accrued, and all statutory periods of limitation shall commence, no later than the date of Substantial Completion. ARTICLE 7 – DEFINITIONS 7.01 Defined Terms A. Wherever used in this Agreement (including the Exhibits hereto) terms (including the singular and plural forms) printed with initial capital letters have the meanings indicated in the text above, in the exhibits, or in the following provisions: 1. Additional Services – The services to be performed for or furnished to Owner by Architect in accordance with Part 2 of Exhibit A of this Agreement. 2. Agreement – This written contract for professional services between Owner and Architect, including all exhibits identified in Paragraph 8.01 and any duly executed amendments. 3. Asbestos – Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United States Occupational Safety and Health Administration. 4. Basic Services – The services to be performed for or furnished to Owner by Architect in accordance with Part 1 of Exhibit A of this Agreement. 5. Construction Contract – The entire and integrated written agreement between Owner and Contractor concerning the Work. 6. Construction Cost – The cost to Owner of those portions of the entire Project designed or specified by Architect. Construction Cost does not include costs of services of Architect or other design professionals and consultants; cost of land or rights-of-way, or compensation for damages to properties; Owner’s costs for legal, accounting, insurance counseling or auditing services; interest or financing charges incurred in connection with the Project; or the cost of other services to be provided by others to Owner pursuant to Exhibit B of this Agreement. Construction Cost is one of the items comprising Total Project Costs. 7. Constituent of Concern – Any substance, product, waste, or other material of any nature whatsoever (including, but not limited to, Asbestos, Petroleum, Radioactive Material, and PCBs) which is or becomes listed, regulated, or addressed pursuant to (a) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. (“CERCLA”); (b) the Hazardous Materials Transportation Act, 49 U.S.C. §§1801 et seq.; (c) the Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. (“RCRA”); (d) the Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; (e) the Clean Water Act, 33 U.S.C. §§1251 et seq.; (f) the Clean Air Act, 42 U.S.C. §§7401 et seq.; and (g) any other federal, state, or local statute, law, rule, regulation, ordinance, resolution, code, order, or decree regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic, or dangerous waste, substance, or material. Page 13 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 8. Consultants – Individuals or entities having a contract with Architect to furnish services with respect to this Project as Architect’s independent professional associates and consultants; subcontractors; or vendors. 9. Contract Documents – Those items so designated in the Construction Contract, including the Drawings, Specifications, construction agreement, and general and supplementary conditions. Only printed or hard copies of the items listed in the Construction Contract are Contract Documents. Approved Shop Drawings, other Contractor submittals, and the reports and drawings of subsurface and physical conditions are not Contract Documents. 10. Contractor – The entity or individual with which Owner has entered into a Construction Contract. 11. Documents – Data, reports, Drawings, Specifications, Record Drawings, and other deliverables, whether in printed or electronic media format, provided or furnished in appropriate phases by Architect to Owner pursuant to this Agreement. 12. Drawings – That part of the Contract Documents prepared or approved by Architct which graphically shows the scope, extent, and character of the Work to be performed by Contractor. Shop Drawings are not Drawings as so defined. 13. Effective Date – The date indicated in this Agreement on which it becomes effective, but if no such date is indicated, the date on which this Agreement is signed and delivered by the last of the parties to sign and deliver. 14. Architect – The individual or entity named as such in this Agreement. 15. Hazardous Waste – The term Hazardous Waste shall have the meaning provided in Section 1004 of the Solid Waste Disposal Act (42 USC Section 6903) as amended from time to time. 16. Laws and Regulations; Laws or Regulations – Any and all applicable laws, rules, regulations, ordinances, codes, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction. 17. Owner – The individual or entity with which Architect has entered into this Agreement and for which the Architect's services are to be performed. Unless indicated otherwise, this is the same individual or entity that will enter into any Construction Contracts concerning the Project. 18. PCBs – Polychlorinated biphenyls. 19. Petroleum – Petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute), such as oil, petroleum, fuel oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed with other non-hazardous waste and crude oils. 20. Project – The total construction of which the Work to be performed under the Contract Documents may be the whole, or a part. Page 14 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 21. Radioactive Material – Source, special nuclear, or byproduct material as defined by the Atomic Energy Act of 1954 (42 USC Section 2011 et seq.) as amended from time to time. 22. Record Drawings – Drawings depicting the completed Project, prepared by Architect as an Additional Service and based solely on Contractor's record copy of all Drawings, Specifications, addenda, change orders, work change directives, field orders, and written interpretations and clarifications, as delivered to Architect and annotated by Contractor to show changes made during construction. 23. Reimbursable Expenses – The expenses incurred directly by Architect in connection with the performing or furnishing of Basic and Additional Services for the Project. 24. Resident Project Representative – The authorized representative of Architct assigned to assist Architect at the Site during the Construction Phase. As used herein, the term Resident Project Representative or "RPR" includes any assistants or field staff of Resident Project Representative agreed to by Owner. The duties and responsibilities of the Resident Project Representative, if any, are as set forth in Exhibit D. 25. Samples – Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and which establish the standards by which such portion of the Work will be judged. 26. Shop Drawings – All drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of the Work. 27. Site – Lands or areas to be indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed, including rights-of-way and easements for access thereto, and such other lands furnished by Owner which are designated for the use of Contractor. 28. Specifications – That part of the Contract Documents consisting of written technical descriptions of materials, equipment, systems, standards, and workmanship as applied to the Work and certain administrative details applicable thereto. 29. Subcontractor – An individual or entity having a direct contract with Contractor or with any other Subcontractor for the performance of a part of the Work at the Site. 30. Substantial Completion – The time at which the Work (or a specified part thereof) has progressed to the point where, in the opinion of Architect, the Work (or a specified part thereof) is sufficiently complete, in accordance with the Contract Documents, so that the Work (or a specified part thereof) can be utilized for the purposes for which it is intended. The terms “substantially complete” and “substantially completed” as applied to all or part of the Work refer to Substantial Completion thereof. 31. Supplier – A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with any Subcontractor to furnish materials or equipment to be incorporated in the Work by Contractor or Subcontractor. Page 15 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 32. Total Project Costs – The sum of the Construction Cost, allowances for contingencies, and the total costs of services of Architect or other design professionals and consultants, together with such other Project-related costs that Owner furnishes for inclusion, including but not limited to cost of land, rights-of-way, compensation for damages to properties, Owner’s costs for legal, accounting, insurance counseling and auditing services, interest and financing charges incurred in connection with the Project, and the cost of other services to be provided by others to Owner pursuant to Exhibit B of this Agreement. 33. Work – The entire construction or the various separately identifiable parts thereof required to be provided under the Contract Documents. Work includes and is the result of performing or providing all labor, services, and documentation necessary to produce such construction, and furnishing, installing, and incorporating all materials and equipment into such construction, all as required by the Contract Documents. ARTICLE 8 – EXHIBITS AND SPECIAL PROVISIONS 8.01 Exhibits Included: A. Exhibit A, Architects Design Services Proposal 8.02 Total Agreement: A. This Agreement, (together with the exhibits identified above) constitutes the entire agreement between Owner and Architect and supersedes all prior written or oral understandings. This Agreement may only be amended, supplemented, modified, or canceled by a duly executed written instrument based on the format of Exhibit K to this Agreement. 8.03 Designated Representatives: A. With the execution of this Agreement, Architect and Owner shall designate specific individuals to act as Architect’s and Owner’s representatives with respect to the services to be performed or furnished by Architect and responsibilities of Owner under this Agreement. Such an individual shall have authority to transmit instructions, receive information, and render decisions relative to the Project on behalf of the respective party whom the individual represents. 8.04 Architect's Certifications: A. Architect certifies that it has not engaged in corrupt, fraudulent, or coercive practices in competing for or in executing the Agreement. For the purposes of this Paragraph 8.04: 1. "corrupt practice" means the offering, giving, receiving, or soliciting of any thing of value likely to influence the action of a public official in the selection process or in the Agreement execution; 2. "fraudulent practice" means an intentional misrepresentation of facts made (a) to influence the selection process or the execution of the Agreement to the detriment of Owner, or (b) to deprive Owner of the benefits of free and open competition; Page 16 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 3."coercive practice" means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the selection process or affect the execution of the Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the Effective Date of which is indicated on page 1. Owner: Architect: City of South Bend, Indiana Board of Public Works RATIO Architects, LLC By: By: Title: Elizabeth A. Maradik, President Title: William A. Browne, Jr. FAIA, CEO By: Title: Gary A. Gilot, Member By: Title: Alexandra Dolz-Lane, Member By: Title: Joseph R. Molnar, Member By: Title: Murray Miller, Member Attest: Title: Theresa Heffner, Clerk Date: Date: November 5, 2021 Architect License or Firm's Certificate No. AR0034154 State of: Indiana Address for giving notices: Address for giving notices: 227 West Jefferson Boulevard 101 South Pennsylvania Street November 14, 2023 Page 17 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. South Bend, Indiana 46601 Indianapolis, Indiana 46204 Designated Representative (Paragraph 8.03.A): Designated Representative (Paragraph 8.03.A): Kara M. Boyles, Ph.D., P.E. William A. Browne, Jr., FAIA Title: City Engineer Title: Chief Executive Officer Phone Number: (574) 235-5933 Phone Number: 317-633-4040 Facsimile Number: (574) 235-9171 Facsimile Number: 317-633-4153 E-Mail Address: kboyles@southbendin.gov E-Mail Address: WBrowne@RATIOdesign.com Page 1 (Exhibit A – Architects’s Services) EJCDC E-500 Agreement Between Owner and Architect for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. This is EXHIBIT A, consisting of 5 pages, referred to in and part of the Agreement between Owner and Architect. November 13, 2023 Jordan Gathers MBA Interim Executive Director Venues Parks & Arts City of South Bend 301 South St. Louis Blvd. South Bend, Indiana 46617 Re: Century Center District Master Plan South Bend, Indiana Dear Jordan: Congratulations again on your recent position with the City of South Bend. With the Century Center now under your perview, we look forward to working with you to reposition this important asset and the adjacent connected Primary Buildings for the South Bend community. As requested, the following represents our revised design services proposal for the Master Planning of the Century Center District. PROJECT SCOPE The Century Center was designed by Johnson/Burgee Architects and constructed in 1977. It is architecturally a modern styled building, constructed primarily of brick with angular skylights atop the circulation corridors and a Great Hall overlooking the St. Joseph River. Constructed as a Civic Center, it houses the Convention Center, the South Bend Museum of Art, and the Bendix Theatre. The existing Century Center includes: Exhibition Hall 24,472 NSF Great Hall 16,640 NSF Discovery Ballroom 11,627 NSF Meeting Rooms (18) 18,138 NSF Bendix Theatre 694 Seats Recital Hall 164 Seats Museum of Art 35,000 NSF Prefunction/Registration Page 2 (Exhibit A – Architects’s Services) EJCDC E-500 Agreement Between Owner and Architect for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. Kitchen Storage/BOH Loading Dock (2 Bays) Surface Parking 350 Spaces The Century Center is supported by a surface parking lot immediately to the south, across the former ROW of Jefferson Street, to the current location of Jefferson Street. The City of South Bend intends to reintroduce Jefferson Blvd. from the Bridge to Dr. Martin Luther King Jr., (MLK) Blvd. in the near future. The 1st Source Center was designed by Helmut Jahn and constructed in 1982. It is an architecturally modern building with an exterior clad primarily with a banded glass curtainwall. It is connected to the Century Center by an overhead walkway above MLK Blvd. The 1st Source Center includes a Double-Tree by Hilton Hotel, a Starbucks, a largely vacant Office Building, (formerly occupied by Barnes & Thornburg), an atrium connecting the two buildings, and a restaurant. A surface parking lot to the north supports the center. The former College Football Hall of Fame facility was designed by the Troyer Group and constructed in 1995. It was abandoned in 2012 when the Hall of Fame relocated to Atlanta, GA. It is connected to the Century Center by an underground tunnel beneath MLK Blvd. This facility contains approximately 58,000 GSF with 12,000 GSF on the street level and 46,000 GSF below grade. There is a artificial turf field to the west of the street level portion of the building on top of the below grade portion of the building. The City of South Bend parking garage, containing 400 spaces, is also located at the NW corner of the intersection of MLK and E. Wayne Street. The City of South Bend desires to reposition the Century Center, the connected Primary Buildings, and the associated parking facilities to create a more dynamic destination in the downtown. The City has made a conscious decision to not attempt to compete with other regional Convention Centers, (e.g. Fort Wayne) which have expanded recently. However, they would like to renovate the Century Center so that it is refreshed and can continue to serve the local community. The surface parking lot to the south could be considered as a redevelopment site for a mixed use development. Additionally, the vacant office building in the 1st Source Center and former Hall of Fame building also need to be repositioned to accommodate new users that will bring vitality and function to these facilities. The Century Center District Study Area for the project will generally be bounded on the north by E. Colfax Avenue; on the east by the St. Joseph River; on the south by the current Jefferson Blvd. / E. Wayne Street; and on the west by S. Michigan Street. Page 3 (Exhibit A – Architects’s Services) EJCDC E-500 Agreement Between Owner and Architect for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. An overall budget has not been established for the complete repostitioning of the Century Center and the connected assets. However, there is an amount of $10M - $15M available for an initial phase of improvements to the Century Center. The Master Plan will identify an initial phase of the project to utilize these dollars. DESIGN SERVICES RATIO, in conjunction with our specialty consultants, will provide Master Planning services for the identified Project Scope. Following up on the City’s request to expand the Master Planning effort to include some financial analysis and museum expertise, we have included as a part of our design team HVS, a convention, sports, and entertainment facilities planning consultant, and Lord Cultural Resources, a museum specialist. These specialists will bring a more holistic approach to the effort as the impacts of potential modifications / improvements to the Century Center and the other connected assets are considered. RATIO previously completed two studies of the Century Center looking at two different approaches to expand the facility. These studies will provide general background information for use during this Master Planning effort. The previous studies did not investigate the connected facilities or these larger financial questions. The physical Master Planning services provided by RATIO will include: Assess the current uses of the Primary Buildings in the Study Area Evaluate the compatabilty of the current uses within the Century Center Assess the existing physical condition of the Century Center and Primary Buidings Prepare a narrative report with photographs describing the existing physical condition of the Century Center and Primary Buildings Create list of possible uses for the Century Center and the Primary Buildings Develop two to three concept Master Plans of the Study Area depicting proposed uses for the Century Center and the Primary Buildings. Review concept Master Plans with the City and identify recommended concept Master Plan Advance the selected concept Master Plan to a completion level. This will include: o An illustrative site plan of the Study Area o Diagrammatic floor plans of the Century Center and Primary Buildings o Character renderings showing key components of the Master Plan: o Two (2) exterior and three (3) interior images o Compile the findings / images into a electronic and printable Master Plan document The consulting services to be provided by HVS will explore redevelopment options for the Century Center as well as conducting a hotel market analysis of South Bend. The consulting services to be provided by Lord Cultural Page 4 (Exhibit A – Architects’s Services) EJCDC E-500 Agreement Between Owner and Architect for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. Resources will include an initial planning study to understand the vision and options for the South Bend Museum of Art. The design proposals from both firms are attached for reference and review. The knowledge gained from these consulting efforts will better inform the proposed future direction of the Century Center and how to use the other connected assets more successfully for the City of South Bend. The services of all three firms will be coordinated such that the findings from HVS and Lord Cultural Resources will be used to inform the overall physical Master Plan completed by RATIO. SCHEDULE Design services will commence upon written authorization to proceed. The Master Planning process will require 4 – 5 months to complete. COMPENSATION Considering the Project Scope, Design Services, and Schedule, we offer a lump sum fee schedule as follows: Phase 1: RATIO $25,400 HVS: Redevelopment Analysis $55,600 Total Lump Sum Fee Phase 1 $81,000 Phase 2: RATIO $49,600 HVS : Financial Analysis $23,300 Lord Cultural Resources $39,000 Total Lump Sum Fee Phase 2 $111,900 REIMBURSABLE EXPENSES Expenses attributable to your project are in addition to the compensation and will be invoiced as a Reimbursable Expense at 1.10 times the item’s cost. Expenses may include: Drawing Reproduction/Photographic Reproduction Copying Supplies Page 5 (Exhibit A – Architects’s Services) EJCDC E-500 Agreement Between Owner and Architect for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. Mailing/Express Mail Mileage/Lodging/Meals/Auto Rental/Travel per Diem Renderings as described in Design Services Other, approved, miscellaneous expenses We estimate reimbursable expenses will not exceed Four Thousand Dollars ($4,000.00) for Phase 1 and Three Thousand Dollars ($3,000.00) for Phase 2. We will only invoice for expenses incurred in the interest of the project and will provide backup receipts with our invoicing as required. Any monies remaining within this estimate at the completion of the project will revert to the Owner in full. Please review this proposal, and if all is in order, return an executed original for our file, at which time we will draft an AIA agreement for your review. This proposal is valid for sixty (60) days from the date of issuance and, upon execution, will provide instruction to commence services while the Agreement is finalized. If you have any questions, do not hesitate to contact me directly. Thank you for engaging RATIO for this exciting City of South Bend project. All the best, William A. Browne Jr., FAIA, LEED AP Principal/Chief Executive Officer Attachments cc: Eric Horvath – City of South Bend Tom Gallagher, Contracts@RATIOdesign.com – RATIO BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 11/09/2023 Name Patrick Sherman Department Public Works BPW Date 11/14/2023 Phone Extension 5601 Review and Approval Required Prior to Submittal to Board Diversity Compliance and Inclusion Officer Officer Name BPW Attorney Attorney Name Michael Schmidt Dept. Attorney Attorney Name Purchasing Mickey Lovy Check the Appropriate Item Type – Required for All Submissions Professional Services Agreement Contract Proposal Open Market Contract Amendment/Addendum Special Purchase, QPA Bid Opening Bid Award Req. to Advertise Title Sheet Quote Opening Quote Award Reject Bids/Quotes Proposal Opening C/O & PCA No. PCA Chg. Order, No. Traffic Control Resolution Other: Ease./Encroach Required Information Company or Vendor Name Ratio Design New Vendor Yes If Yes, Approved by Purchasing No MBE/WBE Contractor MBE WBE Completed E-Verify Form Attached Yes No Project Name Century Center Master Planning Project Number PROJ00000499 Funding Source PR-00028976 Account No. 671-11-230-297-445008--PROJ00000499 Amount $81,000.00 Terms of Contract EJCDC Purpose/Description Phase 1 for Century Center Master Planning. For Change Orders Only Amount of Increase Decrease $ ($ ) Previous Amount $ Current Percent of Change: Increase Decrease % ( %) New Amount $ Total Percent of Change: Increase Decrease % ( %) Time Extension Amount: New Completion Date: