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HomeMy WebLinkAboutPSA - Demolition of SB Med. Foundation Project No. 123-076 – American Structurepoint, Inc. ELIZABETH A. MARADIK JOSEPH R. MOLNAR GARY A. GILOT MURRAY L. MILLER BRIANA N. MICOU 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 February 13, 2024 Mr. Robert S. Bray American Structurepoint, Inc. 9025 River Road, Suite 200 Indianapolis, IN 46240 rbray@structurepoint.com RE: Professional Services Agreement Dear Mr. Bray: At its February 13, 2024 meeting, the Board of Public Works approved the above referenced agreement for engineering services for the demolition of the South Bend Medical Foundation, Project No. 123-076 in an amount $329,040. Enclosed please find a copy of the agreement 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 ENGINEER FOR PROFESSIONAL SERVICES Prepared by ENGINEERS JOINT CONTRACT DOCUMENTS COMMITTEE and Issued and Published Jointly by AMERICAN COUNCIL OF ENGINEERING COMPANIES ______________________ ASSOCIATED GENERAL CONTRACTORS OF AMERICA ______________________ AMERICAN SOCIETY OF CIVIL ENGINEERS _______________________ PROFESSIONAL ENGINEERS IN PRIVATE PRACTICE A Practice Division of the NATIONAL SOCIETY OF PROFESSIONAL ENGINEERS This document has important legal consequences; consultation with an attorney is encouraged with respect to its use or modification. This document should be adapted to the particular circumstances of the contemplated Project and the Controlling Laws and Regulations. DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 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. DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 TABLE OF CONTENTS Page ARTICLE 1 – SERVICES OF ENGINEER .................................................................................................... 1 1.01 Scope ............................................................................................................................................. 1 ARTICLE 2 – OWNER’S RESPONSIBILITIES ............................................................................................ 1 2.01 General .......................................................................................................................................... 1 ARTICLE 3 – SCHEDULE FOR RENDERING SERVICES ........................................................................ 2 3.01 Commencement ............................................................................................................................ 2 3.02 Time for Completion .................................................................................................................... 2 ARTICLE 4 – INVOICES AND PAYMENTS ............................................................................................... 2 4.01 Invoices ......................................................................................................................................... 2 4.02 Payments ....................................................................................................................................... 2 ARTICLE 5 – OPINIONS OF COST .............................................................................................................. 3 5.01 Opinions of Probable Construction Cost ..................................................................................... 3 5.02 Designing to Construction Cost Limit ......................................................................................... 3 5.03 Opinions of Total Project Costs ................................................................................................... 3 ARTICLE 6 – GENERAL CONSIDERATIONS ........................................................................................... 4 6.01 Standards of Performance ............................................................................................................ 4 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 ..................................................................................................................... 10 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 ......................................................................................................................... 16 8.03 Designated Representatives ........................................................................................................ 16 8.04 Engineer's Certifications ............................................................................................................. 16 DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 Page 1 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. AGREEMENT BETWEEN OWNER AND ENGINEER FOR PROFESSIONAL SERVICES Owner and Engineer further agree as follows: ARTICLE 1 – SERVICES OF ENGINEER 1.01 Scope A. Engineer shall provide, or cause to be provided, the services set forth herein and in Exhibit A. ARTICLE 2 – OWNER’S RESPONSIBILITIES 2.01 General A. Owner shall have the responsibilities set forth herein and in Exhibit B. B. Owner shall pay Engineer as set forth in Exhibit C. THIS IS AN AGREEMENT effective as of , (“Effective Date”) between Board of Public Works, City of South Bend, Indiana (“Owner”) and American Structurepoint, Inc. (“Engineer”). Owner's Project, of which Engineer's services under this Agreement are a part, is generally identified as follows: South Bend Medical Foundation Building Demolition Package and Site Preparation for a New Parking Lot – Phase I within Beacon Design District ("Project"). Engineer's services under this Agreement are generally identified as follows: Architectural and engineering design services as described in Exhibit A and the Engineer’s fee proposal dated January 15, 2024, included as Exhibit A-1 02/13 2024 DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 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. C. Owner shall be responsible for, and Engineer may rely upon, the accuracy and completeness of all requirements, programs, instructions, reports, data, and other information furnished by Owner to Engineer pursuant to this Agreement. Engineer may use such requirements, programs, instructions, reports, data, and information in performing or furnishing services under this Agreement. ARTICLE 3 – SCHEDULE FOR RENDERING SERVICES 3.01 Commencement A. Engineer is authorized to begin rendering services as of the Effective Date. 3.02 Time for Completion A. Engineer shall complete its obligations within a reasonable time. Specific periods of time for rendering services are set forth or specific dates by which services are to be completed are provided in Exhibit A, and are hereby agreed to be reasonable. B. If, through no fault of Engineer, such periods of time or dates are changed, or the orderly and continuous progress of Engineer’s services is impaired, or Engineer’s services are delayed or suspended, then the time for completion of Engineer’s services, and the rates and amounts of Engineer’s compensation, shall be adjusted equitably. C. If Owner authorizes changes in the scope, extent, or character of the Project, then the time for completion of Engineer’s services, and the rates and amounts of Engineer’s compensation, shall be adjusted equitably. D. Owner shall make decisions and carry out its other responsibilities in a timely manner so as not to delay the Engineer’s performance of its services. E. If Engineer fails, through its own fault, to complete the performance required in this Agreement within the time set forth, as duly adjusted, then Owner shall be entitled, as its sole remedy, to the recovery of direct damages, if any, resulting from such failure. ARTICLE 4 – INVOICES AND PAYMENTS 4.01 Invoices A. Preparation and Submittal of Invoices: Engineer shall prepare invoices in accordance with its standard invoicing practices and the terms of Exhibit C. Engineer shall submit its invoices to Owner on a monthly basis. Invoices are due and payable within 35 days of receipt. 4.02 Payments A. Application to Interest and Principal: Payment will be credited first to any interest owed to Engineer and then to principal. B. Failure to Pay: If Owner fails to make any payment due Engineer for services and expenses within 30 days after receipt of Engineer’s invoice, then: DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 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. 1. amounts due Engineer will be increased at the rate of 1.0% per month (or the maximum rate of interest permitted by law, if less) from said thirtieth day; and 2. Engineer may, after giving seven days written notice to Owner, suspend services under this Agreement until Owner has paid in full all non-disputed amounts due for services, expenses, and other related charges. Owner waives any and all claims against Engineer for any such suspension. C. Disputed Invoices: If Owner contests an invoice, Owner shall promptly advise Engineer of the specific basis for doing so, may withhold only that portion so contested, and must pay the undisputed portion. D. Legislative Actions: If after the Effective Date any governmental entity takes a legislative action that imposes taxes, fees, or charges on Engineer’s services or compensation under this Agreement, then the Engineer may invoice such new taxes, fees, or charges as a Reimbursable Expense to which a factor of 1.0 shall be applied. Owner shall reimburse Engineer for the cost of such invoiced new taxes, fees, and charges; such reimbursement shall be in addition to the compensation to which Engineer is entitled under the terms of Exhibit C. ARTICLE 5 – OPINIONS OF COST 5.01 Opinions of Probable Construction Cost A. Engineer’s opinions of probable Construction Cost are to be made on the basis of Engineer’s experience and qualifications and represent Engineer’s best judgment as an experienced and qualified professional generally familiar with the construction industry. However, because Engineer has no control over the cost of labor, materials, equipment, or services furnished by others, or over contractors’ methods of determining prices, or over competitive bidding or market conditions, Engineer cannot and does not guarantee that proposals, bids, or actual Construction Cost will not vary from opinions of probable Construction Cost prepared by Engineer. If Owner requires greater assurance as to probable Construction Cost, Owner must employ an independent cost estimator as provided in Exhibit B. 5.02 Designing to Construction Cost Limit A. If a Construction Cost limit is established between Owner and Engineer, such Construction Cost limit and a statement of Engineer’s rights and responsibilities with respect thereto will be specifically set forth in Exhibit F, “Construction Cost Limit,” to this Agreement. 5.03 Opinions of Total Project Costs A. The services, if any, of Engineer with respect to Total Project Costs shall be limited to assisting the Owner in collating the various cost categories which comprise Total Project Costs. Engineer assumes no responsibility for the accuracy of any opinions of Total Project Costs. DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 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. ARTICLE 6 – GENERAL CONSIDERATIONS 6.01 Standards of Performance A. Standard of Care: The standard of care for all professional engineering and related services performed or furnished by Engineer under this Agreement will be the care and skill ordinarily used by members of the subject profession practicing under similar circumstances at the same time and in the same locality. Engineer makes no warranties, express or implied, under this Agreement or otherwise, in connection with Engineer’s services. B. Technical Accuracy: Owner shall not be responsible for discovering deficiencies in the technical accuracy of Engineer’s services. Engineer shall correct deficiencies in technical accuracy without additional compensation, unless such corrective action is directly attributable to deficiencies in Owner-furnished information. C. Consultants: Engineer may employ such Consultants as Engineer deems necessary to assist in the performance or furnishing of the services, subject to reasonable, timely, and substantive objections by Owner. D. Reliance on Others: Subject to the standard of care set forth in Paragraph 6.01.A, Engineer and its Consultants may use or rely upon design elements and information ordinarily or customarily furnished by others, including, but not limited to, specialty contractors, manufacturers, suppliers, and the publishers of technical standards. E. Compliance with Laws and Regulations, and Policies and Procedures: 1. Engineer and Owner shall comply with applicable Laws and regulations. 2. Prior to the Effective Date, Owner provided to Engineer in writing any and all policies and procedures of Owner applicable to Engineer's performance of services under this Agreement. provided to Engineer in writing. Engineer shall comply with such policies and procedures, subject to the standard of care set forth in Paragraph 6.01.A, and to the extent compliance is not inconsistent with professional practice requirements. 3. This Agreement is based on Laws and Regulations and Owner-provided written policies and procedures as of the Effective Date. Changes after the Effective Date to t hese Laws and Regulations, or to Owner-provided written policies and procedures, may be the basis for modifications to Owner’s responsibilities or to Engineer’s scope of services, times of performance, or compensation. F. Engineer shall not be required to sign any documents, no matter by whom requested, that would result in the Engineer having to certify, guarantee, or warrant the existence of conditions whose existence the Engineer cannot ascertain. Owner agrees not to make resolution of any dispute with the Engineer or payment of any amount due to the Engineer in any way contingent upon the Engineer signing any such documents. G. The general conditions for any construction contract documents prepared hereunder are to be the “Standard General Conditions of the Construction Contract” as prepared by the Engineers Joint DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 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. Contract Documents Committee (EJCDC C-700, 2007 Edition) unless both parties mutually agree to use other general conditions by specific reference in Exhibit J. H. Engineer shall not at any time supervise, direct, control, or have authority over any contractor work, nor shall Engineer have authority over or be responsible for the means, methods, techniques, sequences, or procedures of construction selected or used by any contractor, or the safety precautions and programs incident thereto, for security or safety at the Site, nor for any failure of a contractor to comply with Laws and Regulations applicable to such contractor’s furnishing and performing of its work. I. Engineer neither guarantees the performance of any Contractor nor assumes responsibility for any Contractor’s failure to furnish and perform the Work in accordance with the Contract Documents. J. Engineer shall not provide or have any responsibility for surety bonding or insurance-related advice, recommendations, counseling, or research, or enforcement of construction insurance or surety bonding requirements. K. Engineer shall not be responsible for the acts or omissions of any Contractor, Subcontractor, or Supplier, or of any of their agents or employees or of any other persons (except Engineer’s own agents, employees, and Consultants) at the Site or otherwise furnishing or performing any Work; or for any decision made regarding the Contract Documents, or any application, interpretation, or clarification, of the Contract Documents, other than those made by Engineer. L. While at the Site, Engineer's employees and representatives shall comply with the specific applicable requirements of Contractor's and Owner's safety programs of which Engineer has been informed in writing. 6.02 Design Without Construction Phase Services A. Engineer shall be responsible only for those Construction Phase services expressly required of Engineer in Exhibit A, Paragraph A1.05. With the exception of such expressly required services, Engineer shall have no design, Shop Drawing review, or other obligations during construction and Owner assumes all responsibility for the application and interpretation of the Contract Documents, review and response to Contractor claims, contract administration, processing Change Orders, revisions to the Contract Documents during construction, construction surety bonding and insurance requirements, construction observation and review, review of payment applications, and all other necessary Construction Phase engineering and professional services. Owner waives all claims against the Engineer that may be connected in any way to Construction Phase engineering or professional services except for those services that are expressly required of Engineer in Exhibit A, Paragraph A1.05. 6.03 Use of Documents A. The Owner acknowledges the Engineer’s construction documents, including all electronic files, as instruments of professional services. Nevertheless, the final construction documents, including all electronic files, prepared under this agreement shall become the property of the Owner upon completion of services and payment in full of all monies due to the Engineer. The Owner shall not reuse or make any modification to the construction documents without the prior written authorization of the Engineer. All Documents are DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 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. instruments of service in respect to this Project, and Engineer shall retain an ownership and property interest therein (including the copyright and the right of reuse at the discretion of the Engineer) whether or not the Project is completed. Owner shall not rely in any way on any Document unless it is in printed form, signed or sealed by the Engineer or one of its Consultants. B. Either party to this Agreement may rely that data or information set forth on paper (also known as hard copies) that the party receives from the other party by mail, hand delivery, or facsimile, are the items that the other party intended to send. Files in electronic media format of text, data, graphics, or other types that are furnished by one party to the other are furnished only for convenience, not reliance by the receiving party. Any conclusion or information obtained or derived from such electronic files will be at the user’s sole risk. If there is a discrepancy between the electronic files and the hard copies, the hard copies govern. If the parties agree to other electronic transmittal procedures, such are set forth in Exhibit J. C. Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without authorization of the data’s creator, the party receiving electronic files agrees that it will perform acceptance tests or procedures within 60 days, after which the receiving party shall be deemed to have accepted the data thus transferred. Any transmittal errors detected within the 60-day acceptance period will be corrected by the party delivering the electronic files. D. When transferring documents in electronic media format, the transferring party makes no representations as to long-term compatibility, usability, or readability of such documents resulting from the use of software application packages, operating systems, or computer hardware differing from those used by the documents’ creator. E. Owner may make and retain copies of Documents for information and reference in connection with use on the Project by Owner. Engineer grants Owner a limited license to use the Documents on the Project, extensions of the Project, and for related uses of the Owner, subject to receipt by Engineer of full payment for all services relating to preparation of the Documents and subject to the following limitations: (1) Owner acknowledges that such Documents are not intended or represented to be suitable for use on the Project unless completed by Engineer, or for use or reuse by Owner or others on extensions of the Project, on any other project, or for any other use or purpose, without written verification or adaptation by Engineer; (2) any such use or reuse, or any modification of the Documents, without written verification, completion, or adaptation by Engineer, as appropriate for the specific purpose intended, will be at Owner’s sole risk and without liability or legal exposure to Engineer or to its officers, directors, members, partners, agents, employees, and Consultants; (3) Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, and Consultants from all claims, damages, losses, and expenses, including attorneys’ fees, arising out of or resulting from any use, reuse, or modification of the Documents without written verification, completion, or adaptation by Engineer; and (4) such limited license to Owner shall not create any rights in third parties. F. If Engineer at Owner’s request verifies the suitability of the Documents, completes them, or adapts them for extensions of the Project or for any other purpose, then Owner shall compensate Engineer at rates or in an amount to be agreed upon by Owner and Engineer. G. At completion of any survey services and upon payment of monies due the Engineer for those services, the Engineer shall provide the owner with all survey data and drawings, upon which it will become the property of the Owner. DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 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. H. At completion of any traffic study services and upon payment of monies due the Engineer for those services, the Engineer shall provide the owner with all data and models, upon which it will become the property of the Owner. I. At completion of any geotechnical or material investigation services and upon payment of monies due the Engineer for those services, the Engineer shall provide the owner with all data, upon which it will become the property of the Owner. 6.04 Insurance A. Engineer shall procure and maintain insurance as set forth in Exhibit G, “Insurance.” Engineer shall cause Owner to be listed as an additional insured on any applicable general liability insurance policy carried by Engineer. B. Owner shall procure and maintain insurance as set forth in Exhibit G, “Insurance.” Owner shall cause Engineer and its Consultants to be listed as additional insureds on any general liability policies and as loss payees on any property insurance policies carried by Owner which are applicable to the Project. C. Owner shall require Contractor to purchase and maintain policies of insurance covering workers' compensation, general liability, property damage (other than to the Work itself), motor vehicle damage and injuries, and other insurance necessary to protect Owner's and Engineer's interests in the Project. Owner shall require Contractor to cause Engineer and its Consultants to be listed as additional insureds with respect to such liability and other insurance purchased and maintained by Contractor for the Project. D. Owner and Engineer shall each deliver to the Owner other certificates of insurance evidencing the coverages indicated in Exhibit G. Such certificates shall be furnished prior to commencement of Engineer’s services and at renewals thereafter during the life of the Agreement. E. All policies of property insurance relating to the Project shall contain provisions to the effect that Engineer’s and its Consultants’ interests are covered and that in the event of payment of any loss or damage the insurers will have no rights of recovery against Engineer or its Consultants, or any insureds, additional insureds, or loss payees thereunder. F. All policies of insurance shall contain a provision or endorsement that the coverage afforded will not be canceled or reduced in limits by endorsement, and that renewal will not be refused, until at least 30 days prior written notice has been given to Owner and Engineer and to each other additional insured (if any) to which a certificate of insurance has been issued. G. At any time, Owner may request that Engineer or its Consultants, at Owner’s sole expense, provide additional insurance coverage, increased limits, or revised deductibles that are more protective than those specified in Exhibit G. If so requested by Owner, and if commercially available, Engineer shall obtain and shall require its Consultants to obtain such additional insurance coverage, different limits, or revised deductibles for such periods of time as requested by Owner, and Exhibit G will be supplemented to incorporate these requirements. 6.05 Suspension and Termination A. Suspension: DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 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. 1. By Owner: Owner may suspend the Project for up to 90 days upon seven days written notice to Engineer. 2. By Engineer: Engineer may, after giving seven days written notice to Owner, suspend services under this Agreement if Engineer's performance has been substantially delayed through no fault of Engineer. B. Termination: The obligation to provide further services under this Agreement may be terminated: 1. For cause, a. By either party upon 30 days written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. b. By Engineer: 1) upon seven days written notice if Owner demands that Engineer furnish or perform services contrary to Engineer’s responsibilities as a licensed professional; or 2) upon seven days written notice if the Engineer’s services for the Project are delayed or suspended for more than 90 days for reasons beyond Engineer’s control. 3) Engineer shall have no liability to Owner on account of such termination. c. Notwithstanding the foregoing, this Agreement will not terminate under Paragraph 6.05.B.1.a if the party receiving such notice begins, within seven days of receipt of such notice, to correct its substantial failure to perform and proceeds diligently to cure such failure within no more than 30 days of receipt thereof; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, 60 days after the date of receipt of the notice. 2. For convenience, a. By Owner effective upon Engineer’s receipt of notice from Owner. C. Effective Date of Termination: The terminating party under Paragraph 6.05.B may set the effective date of termination at a time up to 30 days later than otherwise provided to allow Engineer to demobilize personnel and equipment from the Site, to complete tasks whose value would otherwise be lost, to prepare notes as to the status of completed and uncompleted tasks, and to assemble Project materials in orderly files. D. Payments Upon Termination: DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 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. 1. In the event of any termination under Paragraph 6.05, Engineer will be entitled to invoice Owner and to receive full payment for all services performed or furnished in accordance with this Agreement and all Reimbursable Expenses incurred through the effective date of termination. Upon making such payment, Owner shall have the limited right to the use of Documents, at Owner’s sole risk, subject to the provisions of Paragraph 6.03.E. 2. In the event of termination by Owner for convenience or by Engineer for cause, Engineer shall be entitled, in addition to invoicing for those items identified in Paragraph 6.05.D.1, to invoice Owner and to payment of a reasonable amount for services and expenses directly attributable to termination, both before and after the effective date of termination, such as reassignment of personnel, costs of terminating contracts with Engineer’s Consultants, and other related close-out costs, using methods and rates for Additional Services as set forth in Exhibit C. 6.06 Controlling Law A. This Agreement is to be governed by the law of the state or jurisdiction in which the Project is located. 6.07 Successors, Assigns, and Beneficiaries A. Owner and Engineer are hereby bound and the successors, executors, administrators, and legal representatives of Owner and Engineer (and to the extent permitted by Paragraph 6.07.B the assigns of Owner and Engineer) are hereby bound to the other party to this Agreement and to the successors, executors, administrators and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements, and obligations of this Agreement. B. Neither Owner nor Engineer may assign, sublet, or transfer any rights under or interest (including, but without limitation, moneys that are due or may become due) in this Agreement without the written consent of the other, except to the extent that any assignment, subletting, or transfer is mandated or restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. C. Unless expressly provided otherwise in this Agreement: 1. Nothing in this Agreement shall be construed to create, impose, or give rise to any duty owed by Owner or Engineer to any Contractor, Subcontractor, Supplier, other individual or entity, or to any surety for or employee of any of them. 2. All duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of Owner and Engineer and not for the benefit of any other party. 3. Owner agrees that the substance of the provisions of this Paragraph 6.07.C shall appear in the Contract Documents. DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 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. 6.08 Dispute Resolution A. Owner and Engineer agree to negotiate all disputes between them in good faith for a period of 30 days from the date of notice prior to invoking the procedures of Exhibit H or other provisions of this Agreement, or exercising their rights under law. B. If the parties fail to resolve a dispute through negotiation under Paragraph 6.08.A, then either or both may invoke the procedures of Exhibit H. If Exhibit H is not included, or if no dispute resolution method is specified in Exhibit H, then the parties may exercise their rights under law. 6.09 Environmental Condition of Site A. Owner has disclosed to Engineer in writing the existence of all known and suspected Asbestos, PCBs, Petroleum, Hazardous Waste, Radioactive Material, hazardous substances, and other Constituents of Concern located at or near the Site, including type, quantity, and location. B. Owner represents to Engineer that to the best of its knowledge no Constituents of Concern, other than those disclosed in writing to Engineer, exist at the Site. C. If Engineer encounters or learns of an undisclosed Constituent of Concern at the Site, then Engineer shall notify (1) Owner and (2) appropriate governmental officials if Engineer reasonably concludes that doing so is required by applicable Laws or Regulations. D. It is acknowledged by both parties that Engineer’s scope of services does not include any services related to Constituents of Concern. If Engineer or any other party encounters an undisclosed Constituent of Concern, or if investigative or remedial action, or other professional services, are necessary with respect to disclosed or undisclosed Constituents of Concern, then Engineer may, at its option and without liability for consequential or any other damages, suspend performance of services on the portion of the Project affected thereby until Owner: (1) retains appropriate specialist consultants or contractors to identify and, as appropriate, abate, remediate, or remove the Constituents of Concern; and (2) warrants that the Site is in full compliance with applicable Laws and Regulations. E. If the presence at the Site of undisclosed Constituents of Concern adversely affects the performance of Engineer’s services under this Agreement, then the Engineer shall have the option of (1) accepting an equitable adjustment in its compensation or in the time of completion, or both; or (2) terminating this Agreement for cause on 30 days notice. F. Owner acknowledges that Engineer is performing professional services for Owner and that Engineer is not and shall not be required to become an "owner" “arranger,” “operator,” “generator,” or “transporter” of hazardous substances, as defined in the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), as amended, which are or may be encountered at or near the Site in connection with Engineer’s activities under this Agreement. 6.10 Indemnification and Mutual Waiver A. Indemnification by Engineer: To the fullest extent permitted by law, Engineer shall indemnify and hold harmless Owner, and Owner’s officers, directors, members, partners, agents, consultants, and employees from reasonable claims, costs, losses, and damages arising out of or relating to the DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 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. Project, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of Engineer or Engineer’s officers, directors, members, partners, agents, employees, or Consultants. This indemnification provision is subject to and limited by the provisions, if any, agreed to by Owner and Engineer in Exhibit I, “Limitations of Liability." B. Indemnification by Owner: Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, and Consultants as required by Laws and Regulations and to the extent (if any) required in Exhibit I, Limitations of Liability. C. Environmental Indemnification: To the fullest extent permitted by law, Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, and Consultants from and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys and other professionals, and all court, arbitration, or other dispute resolution costs) caused by, arising out of, relating to, or resulting from a Constituent of Concern at, on, or under the Site, provided that (1) any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, and (2) nothing in this paragraph shall obligate Owner to indemnify any individual or entity from and against the consequences of that individual's or entity's own negligence or willful misconduct. D. Percentage Share of Negligence: To the fullest extent permitted by law, a party’s total liability to the other party and anyone claiming by, through, or under the other party for any cost, loss, or damages caused in part by the negligence of the party and in part by the negligence of the other party or any other negligent entity or individual, shall not exceed the percentage share that the party’s negligence bears to the total negligence of Owner, Engineer, and all other negligent entities and individuals. E. Mutual Waiver: To the fullest extent permitted by law, Owner and Engineer waive against each other, and the other’s employees, officers, directors, members, agents, insurers, partners, and consultants, any and all claims for or entitlement to special, incidental, indirect, or consequential damages arising out of, resulting from, or in any way related to the Project. 6.11 Miscellaneous Provisions A. Notices: Any notice required under this Agreement will be in writing, addressed to the appropriate party at its address on the signature page and given personally, by facsimile, by registered or certified mail postage prepaid, or by a commercial courier service. All notices shall be effective upon the date of receipt. B. Survival: All express representations, waivers, indemnifications, and limitations of liability included in this Agreement will survive its completion or termination for any reason. C. Severability: Any provision or part of the Agreement held to be void or unenforceable under any Laws or Regulations shall be deemed stricken, and all remaining provisions shall continue to be valid and binding upon Owner and Engineer, which agree that the Agreement shall be reformed to DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 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. replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision. D. Waiver: A party’s non-enforcement of any provision shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the remainder of this Agreement. E. Accrual of Claims: To the fullest extent permitted by law, all causes of action arising under this Agreement shall be deemed to have accrued, and all statutory periods of limitation shall commence, no later than the date of Substantial Completion. ARTICLE 7 – DEFINITIONS 7.01 Defined Terms A. Wherever used in this Agreement (including the Exhibits hereto) terms (including the singular and plural forms) printed with initial capital letters have the meanings indicated in the text above, in the exhibits, or in the following provisions: 1. Additional Services – The services to be performed for or furnished to Owner by Engineer in accordance with Part 2 of Exhibit A of this Agreement. 2. Agreement – This written contract for professional services between Owner and Engineer, including all exhibits identified in Paragraph 8.01 and any duly executed amendments. 3. Asbestos – Any material that contains more than one percent asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by the United States Occupational Safety and Health Administration. 4. Basic Services – The services to be performed for or furnished to Owner by Engineer in accordance with Part 1 of Exhibit A of this Agreement. 5. Construction Contract – The entire and integrated written agreement between Owner and Contractor concerning the Work. 6. Construction Cost – The cost to Owner of those portions of the entire Project designed or specified by Engineer. Construction Cost does not include costs of services of Engineer or other design professionals and consultants; cost of land or rights-of-way, or compensation for damages to properties; Owner’s costs for legal, accounting, insurance counseling or auditing services; interest or financing charges incurred in connection with the Project; or the cost of other services to be provided by others to Owner pursuant to Exhibit B of this Agreement. Construction Cost is one of the items comprising Total Project Costs. 7. Constituent of Concern – Any substance, product, waste, or other material of any nature whatsoever (including, but not limited to, Asbestos, Petroleum, Radioactive Material, and PCBs) which is or becomes listed, regulated, or addressed pursuant to (a) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. §§9601 et seq. (“CERCLA”); (b) the Hazardous Materials Transportation Act, 49 U.S.C. DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 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. §§1801 et seq.; (c) the Resource Conservation and Recovery Act, 42 U.S.C. §§6901 et seq. (“RCRA”); (d) the Toxic Substances Control Act, 15 U.S.C. §§2601 et seq.; (e) the Clean Water Act, 33 U.S.C. §§1251 et seq.; (f) the Clean Air Act, 42 U.S.C. §§7401 et seq.; and (g) any other federal, state, or local statute, law, rule, regulation, ordinance, resolution, code, order, or decree regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic, or dangerous waste, substance, or material. 8. Consultants – Individuals or entities having a contract with Engineer to furnish services with respect to this Project as Engineer’s independent professional associates and consultants; subcontractors; or vendors. 9. Contract Documents – Those items so designated in the Construction Contract, including the Drawings, Specifications, construction agreement, and general and supplementary conditions. Only printed or hard copies of the items listed in the Construction Contract are Contract Documents. Approved Shop Drawings, other Contractor submittals, and the reports and drawings of subsurface and physical conditions are not Contract Documents. 10. Contractor – The entity or individual with which Owner has entered into a Construction Contract. 11. Documents – Data, reports, Drawings, Specifications, Record Drawings, and other deliverables, whether in printed or electronic media format, provided or furnished in appropriate phases by Engineer to Owner pursuant to this Agreement. 12. Drawings – That part of the Contract Documents prepared or approved by Engineer which graphically shows the scope, extent, and character of the Work to be performed by Contractor. Shop Drawings are not Drawings as so defined. 13. Effective Date – The date indicated in this Agreement on which it becomes effective, but if no such date is indicated, the date on which this Agreement is signed and delivered by the last of the parties to sign and deliver. 14. Engineer – The individual or entity named as such in this Agreement. 15. Hazardous Waste – The term Hazardous Waste shall have the meaning provided in Section 1004 of the Solid Waste Disposal Act (42 USC Section 6903) as amended from time to time. 16. Laws and Regulations; Laws or Regulations – Any and all applicable laws, rules, regulations, ordinances, codes, and orders of any and all governmental bodies, agencies, authorities, and courts having jurisdiction. 17. Owner – The individual or entity with which Engineer has entered into this Agreement and for which the Engineer's services are to be performed. Unless indicated otherwise, this is the same individual or entity that will enter into any Construction Contracts concerning the Project. 18. PCBs – Polychlorinated biphenyls. DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 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. 19. Petroleum – Petroleum, including crude oil or any fraction thereof which is liquid at standard conditions of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per square inch absolute), such as oil, petroleum, fuel oil, oil sludge, oil refuse, gasoline, kerosene, and oil mixed with other non-hazardous waste and crude oils. 20. Project – The total construction of which the Work to be performed under the Contract Documents may be the whole, or a part. 21. Radioactive Material – Source, special nuclear, or byproduct material as defined by the Atomic Energy Act of 1954 (42 USC Section 2011 et seq.) as amended from time to time. 22. Record Drawings – Drawings depicting the completed Project, prepared by Engineer as an Additional Service and based solely on Contractor's record copy of all Drawings, Specifications, addenda, change orders, work change directives, field orders, and written interpretations and clarifications, as delivered to Engineer and annotated by Contractor to show changes made during construction. 23. Reimbursable Expenses – The expenses incurred directly by Engineer in connection with the performing or furnishing of Basic and Additional Services for the Project. 24. Resident Project Representative – The authorized representative of Engineer assigned to assist Engineer at the Site during the Construction Phase. As used herein, the term Resident Project Representative or "RPR" includes any assistants or field staff of Resident Project Representative agreed to by Owner. The duties and responsibilities of the Resident Project Representative, if any, are as set forth in Exhibit D. 25. Samples – Physical examples of materials, equipment, or workmanship that are representative of some portion of the Work and which establish the standards by which such portion of the Work will be judged. 26. Shop Drawings – All drawings, diagrams, illustrations, schedules, and other data or information which are specifically prepared or assembled by or for Contractor and submitted by Contractor to illustrate some portion of the Work. 27. Site – Lands or areas to be indicated in the Contract Documents as being furnished by Owner upon which the Work is to be performed, including rights-of-way and easements for access thereto, and such other lands furnished by Owner which are designated for the use of Contractor. 28. Specifications – That part of the Contract Documents consisting of written technical descriptions of materials, equipment, systems, standards, and workmanship as applied to the Work and certain administrative details applicable thereto. 29. Subcontractor – An individual or entity having a direct contract with Contractor or with any other Subcontractor for the performance of a part of the Work at the Site. 30. Substantial Completion – The time at which the Work (or a specified part thereof) has progressed to the point where, in the opinion of Engineer, the Work (or a specified part thereof) is sufficiently complete, in accordance with the Contract Documents, so that the DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 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. Work (or a specified part thereof) can be utilized for the purposes for which it is intended. The terms “substantially complete” and “substantially completed” as applied to all or part of the Work refer to Substantial Completion thereof. 31. Supplier – A manufacturer, fabricator, supplier, distributor, materialman, or vendor having a direct contract with Contractor or with any Subcontractor to furnish materials or equipment to be incorporated in the Work by Contractor or Subcontractor. 32. Total Project Costs – The sum of the Construction Cost, allowances for contingencies, and the total costs of services of Engineer or other design professionals and consultants, together with such other Project-related costs that Owner furnishes for inclusion, including but not limited to cost of land, rights-of-way, compensation for damages to properties, Owner’s costs for legal, accounting, insurance counseling and auditing services, interest and financing charges incurred in connection with the Project, and the cost of other services to be provided by others to Owner pursuant to Exhibit B of this Agreement. 33. Work – The entire construction or the various separately identifiable parts thereof required to be provided under the Contract Documents. Work includes and is the result of performing or providing all labor, services, and documentation necessary to produce such construction, and furnishing, installing, and incorporating all materials and equipment into such construction, all as required by the Contract Documents. ARTICLE 8 – EXHIBITS AND SPECIAL PROVISIONS 8.01 Exhibits Included: A. Exhibit A, Engineer’s Services. B. Exhibit B, Owner’s Responsibilities. C. Exhibit C, Payments to Engineer for Services and Reimbursable Expenses. D. Exhibit D, Duties, Responsibilities and Limitations of Authority of Resident Project Representative. NOT INCLUDED E. Exhibit E, Notice of Acceptability of Work. NOT INCLUDED F. Exhibit F, Construction Cost Limit. NOT INCLUDED G. Exhibit G, Insurance. H. Exhibit H, Dispute Resolution. NOT INCLUDED I. Exhibit I, Limitations of Liability. J. Exhibit J, Special Provisions. NOT INCLUDED K. Exhibit K, Amendment to Owner-Engineer Agreement. NOT INCLUDED DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 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. 8.02 Total Agreement: A.This Agreement, (together with the exhibits identified above) constitutes the entire agreement between Owner and Engineer and supersedes all prior written or oral understandings. This Agreement may only be amended, supplemented, modified, or canceled by a duly executed written instrument based on the format of Exhibit K to this Agreement. 8.03 Designated Representatives: A.With the execution of this Agreement, Engineer and Owner shall designate specific individuals to act as Engineer’s and Owner’s representatives with respect to the services to be performed or furnished by Engineer and responsibilities of Owner under this Agreement. Such an individual shall have authority to transmit instructions, receive information, and render decisions relative to the Project on behalf of the respective party whom the individual represents. 8.04 Engineer's Certifications: A.Engineer certifies that it has not engaged in corrupt, fraudulent, or coercive practices in competing for or in executing the Agreement. For the purposes of this Paragraph 8.04: 1."corrupt practice" means the offering, giving, receiving, or soliciting of any thing of value likely to influence the action of a public official in the selection process or in the Agreement execution; 2."fraudulent practice" means an intentional misrepresentation of facts made (a) to influence the selection process or the execution of the Agreement to the detriment of Owner, or (b) to deprive Owner of the benefits of free and open competition; 3."coercive practice" means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in the selection process or affect the execution of the Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the Effective Date of which is indicated on page 1. Owner: Engineer: City of South Bend, Indiana Board of Public Works American Structurepoint, Inc. By: Title: Cash E. Canfield, President DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 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. Title: Joseph R. Molnar, Vice President By: Title: Gary A. Gilot, Member By: Title: Murray L. Miller, Member By: Title: Breana N. Micou, Member Attest: Title: Theresa Heffner, Clerk Date: Engineer License or Firm's Certificate No. State of: Address for giving notices: Address for giving notices: 227 West Jefferson Boulevard South Bend, Indiana 46601 9025 River Road, Suite 200 Indianapolis, Indiana 46240 Designated Representative (Paragraph 8.03.A): Designated Representative (Paragraph 8.03.A): Kara M. Boyles, Ph.D., P.E. Robert S. Bray, AIA, NCARB, LEED AP BD+C Title: City Engineer Title: Senior Project Manager / Commercial Practice Leader Phone Number: (574) 235-5933 Phone Number: (317) 547-5580 Facsimile Number: (574) 235-9171 Facsimile Number: (317)543-0270 E-Mail Address:kboyles@southbendin.gov E-Mail Address:rbray@structurepoint.com DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 2/2/2024 February 13, 2024 Page 1 (Exhibit A – Engineer’s Services) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. This is EXHIBIT A, consisting of 15 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated , 02/13 2024 .Engineer’s Services Article 1 of the Agreement is supplemented to include the following agreement of the parties. Engineer shall provide Basic and Additional Services as set forth below. PART 1 – BASIC SERVICES Refer to the Scope of Services outlined in Engineer’s proposal dated January 15, 2024, revised January 31, 2023, attached as Exhibit A-1. PART 2 – ADDITIONAL SERVICES Refer to the Supplemental Services outlined in Engineer’s proposal dated January 15, 2024, revised January 31, 2023, attached as Exhibit A-1. DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 2023.03157 January 15, 2024, revised January 31, 2024  Mr. Zach Hurst, P.E.  Senior Project Engineer  City of South Bend, Indiana  zhurst@southbendin.gov    Re: South Bend Medical Foundation (SBMF) building demolition package and site preparation for a  new parking lot – Phase I of up to four (4) phases within Beacon Design District  530 N. Lafayette Boulevard, South Bend, Indiana 46601   Proposal No.: 2023.03157  Dear Zach,  Thank you for contacting American Structurepoint, Inc., for your upcoming project. We look forward to  continuing our relationship and have prepared a thorough and comprehensive proposal for this project.  We appreciate your confidence and trust in our abilities and thank you for affording us the opportunity  to submit the following proposal.  PROJECT SCOPE  We will provide architectural and engineering design services to prepare a building demolition request  for proposal for the South Bend Medical Foundation (SBMF) building that is currently owned by Beacon  Health System.  The building is currently closed but will require a Phase II Environmental Site Assessment  (ESA) to be performed to aid in identifying any remediation or abatement that would be necessary prior  to any building demolition to be completed.  We will perform an initial site visit to walk the facility with  the owner (Beacon Health) as well as the city to set level of expectation for any architectural artifacts,  furniture or equipment that would be salvaged/removed prior to demolition.   This proposal and the attached scope of professional services includes cost estimating services as well as  Civil Engineering to prepare the site for a new parking lot (separate package for bidding purposes). It is  our understanding this project will be phased out, so our first phase is to evaluate the existing building  for what can be salvaged and/or would need to be addressed prior to demolition of the structure  completely.    SITE  The project is located at 530 N. Lafayette Boulevard and runs the length of W. Navarre Street to N. Main  Street to the east.  There are two vehicular access points off N. Lafayette Boulevard along with smaller  access points off N. Main Street.  There is an alley running south between the parcels to the south that  are not part of this demolition or new parking lot development (perimeter fence boundary to be  established).    DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 Mr. Zach Hurst  January 15, 2024, revised January 31, 2024  Page 2  2023.03157  BUILDING  The proposal is based upon issuing a request for proposal to demolish the existing 7‐story (concrete, steel, and  masonry) facility that is currently controlled/operated by Beacon Health System.  We will consult with a cost  estimator on both the building demolition budgeting along with the proposed parking lot to replace it as well as  an environmental services consultant to perform the Phase II ESA on the building for any potential asbestos  containing materials (ACM) or special waste to be disposed of prior to building demolition commencing.  It is our understanding for the purpose of this proposal that:  1. American Structurepoint and an environmental consulting firm (to be selected) will perform site visit(s)  to the existing SBMF building to walk it with the current owner and establish expectations of the RFP to  be issued for bidding publicly by the City.  That information and report will be used to generate an opinion  of probable costs for the building demolition package.   The project scope includes the following phases for this project.  1. Site Visit(s) and Evaluations for public bidding preparation (Performed by August Mack and American  Structurepoint’s Investigative Group)  a. Initial site visit was completed on Tuesday, January 23rd is scheduled for Friday, January 19th.   Subsequent evaluations and reports are anticipated by February 2024 with any additional site  visits needed to complete evaluations.  2. Pre‐Demolition Asbestos Survey with a report to be issued with the public bidding documents.  a. Attached proposal dated January 30th, 2024  b. Two (2) Indiana‐licensed Asbestos Inspectors will conduct a walk‐through and inspection of the  South Bend Medical Building. The inspection will be conducted to identify suspect asbestos‐ containing materials (ACMs) using the United States Environmental Protection Agency’s (U.S.  EPA’s) list of items suspected as ACMs and the inspectors’ experience. As part of the survey,  August Mack will identify the number and locations of bulk material samples necessary to  sufficiently characterize areas that contain potential ACMs. The survey will follow the inspection  and sampling methodologies specified in the U.S. EPA Asbestos Hazardous Emergency Response  Act (AHERA) Guidelines. In addition, the asbestos inspection will be performed for demolition and,  therefore, comply with the National Emission Standard for Hazardous Air Pollutants (NESHAP)  regulations. As such, August Mack will identify, sample, photo document, and quantify all friable  ACMs and Category I and II non‐friable ACMs.   c. The bulk material samples collected during the inspection will be transported by August Mack  personnel using strict chain‐of‐custody documentation. The samples will be submitted to EMSL  Analytical Laboratories, Inc., a laboratory accredited by the National Voluntary Laboratory  Accreditation Program (NVLAP). The samples will be analyzed by polarized light microscopy (PLM)  augmented with dispersion staining as specified in U.S. EPA Method 600/M4‐82‐020. All samples  will be analyzed on a standard 1‐week turn‐around‐time at a unit rate of $13 per sample. Verbal  results will be available following receipt of the laboratory analytical results.   d. It should be noted that this survey is for pre‐demolition requirements, and all targeted spaces will  be visually inspected for potential ACMs, including the attic, interior wall cavities, and mechanical  chases. Therefore, some damage will be incurred to building materials in an attempt to uncover  all potential ACMs. If there are areas that are not reasonably accessible due to safety hazards or  construction of the space, the client will be notified immediately, and these areas will be noted in  DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 Mr. Zach Hurst  January 15, 2024, revised January 31, 2024  Page 3  2023.03157  the report. It should also be noted that all non‐friable materials, except for floor tiles and  mastics on concrete, will be documented, quantified, and assumed as asbestos‐containing  materials. During demolition activities, these materials can remain in place and be disposed of  as general construction waste at a construction and demolition (C&D) landfill.   e. A final letter report will be prepared upon completion of the asbestos inspection and receipt of  all sampling results. The report will include a summary of the asbestos sampling results and a  description of the assessment activities. Any areas that were not accessible or any unforeseen  obstacles encountered during the inspection will be noted.   3. Building Demolition Request for Proposal (RFP)  a. Schedule and scope to be determined after site visits and survey(s).  4. New Parking Lot Request for Proposal (RFP to replace demolished building and portion of site).  a. Schedule and scope to be determined after award of Building Demolition.  5. Civil/Site Design Services  a. Private Utility Locates  i. American Structurepoint will partner with a subconsultant to horizontally designate  existing utilities consisting of gas, water, electric, communication, fiber optic, cable  television, force main, and lighting within the project area.  ii. The Subconsultant will utilize surface geophysical methods to interpret the presence of  subsurface utilities and use electromagnetic equipment to detect and designate the  selected subsurface utilities. Using this technical, paint markings and/or flags will be  placed to show approximate horizontal position of the desired utilities.    b. Topographic Survey   i. Pre‐Demo Topographic Survey (±3.2 acres)        ii. Post‐Topographic Survey (±1.0 acres)    DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 Mr. Zach Hurst  January 15, 2024, revised January 31, 2024  Page 4  2023.03157      iii. The topographic survey efforts include half right‐of‐ways for Lafayette Boulevard, Navarre  Street, and Main Street. Property lines of adjoining parcels and right‐of‐way lines will be  based on limited research obtained from the County Recorder’s Office and does not  include the preparation of a Boundary Survey and/or Boundary Survey Plat.    c. Construction Plan Sets  i. Civil/Site Demolition Plan Set (Title Sheet, General Notes, Existing Conditions Plan,  Demolition Plan, Erosion Control Plan, and any details necessary for site demolition  efforts).  ii. Civil/Site Parking Lot Plan Set (Title Sheet, General Notes, Existing Conditions Plan,  Demolition Plan, Site Plan, Grading Plan, Utility Plan, Erosion Control Plan, Storm Plan and  Profiles, Site Details Landscape Plan, and Landscape Details). Lighting and irrigation design  services and/or plans have been excluded from our scope of services.    d. Construction Period Services  i. Review of shop submittals as required in the civil/site and landscape work specifications.  Review of submittals shall be for general conformance with the information given and  design concept expressed in the contract documents.  ii. Respond to requests for information to clarify any design questions that arise during  construction related to civil/site and landscape scopes of work.  CLIENT PROVIDED ITEMS  1. Existing building survey (topographic and boundary)   2. Existing building documents (hard copies) and/or base files for building drawings (electronic)  3. Any environmental reports or documents  SUPPLEMENTAL SERVICES  Fees for the following professional services are not included in the fee for basic services but may be required  because of unforeseen circumstances or at the request of the Owner during the design or construction  process. These services will be provided only if authorized in writing by the Owner in advance.   1. Review of shop drawings and material selections submittals for architectural items specified by  DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 Mr. Zach Hurst  January 15, 2024, revised January 31, 2024  Page 5  2023.03157  American Structurepoint. Assumed approval of contractor’s schedule/logistics plan at contract award.  2. Review of the final construction, determining whether the project is substantially complete, and filing  the appropriate forms with the local building authorities to allow for occupancy of the premises.  3. Preparation of a final punch list of unfinished or defective work and distribution to the Owner  4. Presentations for public hearings (American Structurepoint will provide support only, as we have  assumed an attorney will handle any filings and presentations to the zoning board, city council, and/or  plan commission.)  5. Furniture, furnishings, and equipment selection  6. Filing for, acquisition of, and fees for obtaining a building permit, improvement location permit, or  other governmental approvals, unless noted above  7. Traffic impact studies, traffic signal warrant analysis, traffic signal design  8. Design of hangers, supports, and bracing for mechanical, electrical, plumbing, and other non‐ structural components  9. Analysis of floor slabs or framing systems for temporary or construction loads such as lift trucks,  vehicle loads, etc.  10. Design of floor slabs or framing systems for vibration resistance more stringent than for typical office  occupancy   11. Design of pile‐supported or other non‐conventional foundation systems  12. Design for support of specialized medical equipment or high‐density file storage  13. Preparation of shop or fabrication drawings  14. Design and detailing of off‐site infrastructure improvements, including master planning, off‐site  stormwater facilities, water mains, sanitary sewers, storm sewer, electric, gas, and road  improvements.  15. Easement or right‐of‐way descriptions, construction staking and layout, any additional topographic,  route, or utility survey, boundary survey, ALTA survey, as‐built surveys except as mentioned above,  post‐construction or record drawings, primary platting, setting concrete monuments, and private  utility locate, construction staking or layout, right‐of‐way acquisitions.   16. Irrigation plans, site lighting (photometric) plans, hardscape plans, tree preservation plan, retaining  wall design, preliminary development plans, and water well design.    17. Geotechnical materials testing or environmental reports/studies other than those specified above   18. Preparation of opinion of probable construction cost other than mentioned above.   19. Off‐site infrastructure improvement plans or details (road, sewer, utility, or drainage), on‐site or off‐ site drainage analysis or improvements, or modifications of the master drainage plan, if required by  regulatory agencies or the owner  20. Phased construction plans, bidding assistance, or bidding services.  21. Off‐site utility main extension, storm sewer or sanitary sewer lift station design, or storm sewer  profile.  22. Determination of location or depth of utilities by means such as vacuum excavation or potholing.  DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 Mr. Zach Hurst  January 15, 2024, revised January 31, 2024  Page 6  2023.03157  23. Major improvements to public roads, such as adding turning lanes and/or traffic control devices.  24. Wetlands or “waters of the US” assessment, delineation, or mitigation design and submittal to  US Army Corps of Engineers (Section 404) and IDEM (Section 401)  25. Construction in a Floodway Permit by IDNR, submittals to FEMA   26. Design changes after the start of construction drawings or services for change orders resulting from  requests by the Owner.  27. LEED® certification documentation services  28. Construction inspection and observation   29. Review and design of alternate or substitute systems   30. Additional design meetings more than the quantity included in Basic Services  31. Additional site visits more than the quantity included in Basic Services  32. Services resulting from changes of scope or magnitude of the project as described above.  33. Services resulting from changes made after the drawings are substantially complete.  34. Services resulting from revisions that are inconsistent with approvals or instructions previously given  by the Owner.  Services resulting from corrections or revisions required because of errors or omissions in construction by the  contractor.  DESIGN SERVICES  American Structurepoint will provide the professional services to complete the project scope as outlined above.  We have assumed after completion of site visit(s) and evaluations/reports that budgeting of this first phase of  work will be completed to approve the issuance of the RFP for the building demolition contractors.  A subsequent  proposal amendment can be submitted for the balance of the design services (i.e. Parking Garage(s) for the  proposed mixed‐use development along N. Michigan Street to Main Street).  The improvements to the existing  parking lot located off W. Madison Street will be a future phase of design services.     DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 Mr. Zach Hurst  January 15, 2024, revised January 31, 2024  Page 7  2023.03157  PROJECT SCHEDULE  A proposed detailed project schedule will be developed based on the City of South Bend review process along  with the timing to remove any ACM or special waste from the existing facility, salvage/remove architectural  artifacts, furniture and equipment identified by owner as well as coordinate utility service terminations.   Since this project will have several phases and submittals, the overall schedule may be impacted by the response  time of the city and state agencies. Initial understanding is that the Building Demolition RFP will be issued by  March 2024 with an award anticipated in April with demo contractor mobilization by May/June 2024.  That would  allow potential demolition completion by October/November with completion of a new surface parking lot before  the end of 2024.  The phasing of the parking lot will be determined after the award of the building demo RFP.  COMPENSATION   The compensation amounts listed below are lump sum, unless noted otherwise, and will be invoiced monthly on  a percent‐complete basis. Future phases will be submitted in a subsequent proposal for approval and amendment  to any contract established for this first phase.  Fee Schedule – Basic Services    Building Demolition Request for Proposal (RFP) and New Surface Parking Lot Design Services – Phase I  Project Management (Phase I estimated for duration of 2024) ............................................................... $60,000  Architectural Specification Services .......................................................................................................... $45,500  Investigative Services ................................................................................................................................ $30,000  Civil/Site Design Services (Demolition Package & New Parking Lot Package) ........................................ $129,500  Total fee for American Structurepoint Inc. ........................................................................................... $265,000    Environmental Consulting and Opinion of Probable Cost Services (Third Party Consultants)  Pre‐Demolition Asbestos Survey (August Mack) .....................................................................................  $47,800  Opinion of Probable Costs (Blundall Associates, Inc.) ................................................................................ $1,240  Total estimated fee for A&E professional consulting services ................................................................. $49,040  Reimbursable Expenses Allowance   Design Phase (not to exceed without prior approval) ....................................................................... $15,000    Total combined fees & allowance ......................................................................................................... $329,040      REIMBURSABLE EXPENSES  The following expenses will be considered reimbursable expenses and will be invoiced at their direct cost on the  monthly invoices.  1. Reproduction services for plans and specifications other than for normal interdisciplinary coordination  2. Delivery services for drawings, copies, samples, specifications, etc., during all phases of the project  DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 Mr. Zach Hurst  January 15, 2024, revised January 31, 2024  Page 8  2023.03157  3. Expenses of travel, lodging, and meals.  Mileage at the federal rate at the time of occurrence.  4. Expense of additional insurance coverage required more than that normally carried by the architect.  Zach, we thank you for this opportunity and look forward to working with you on this project. If the terms of this  proposal are agreeable, we will prepare an AIA agreement for approval. We will consider receipt of an executed  agreement our notice to proceed.  If you have any questions about this proposal, please feel free to email me or contact us at (317) 547‐5580.    Very truly yours,  American Structurepoint, Inc.                Robert S. Bray, AIA, NCARB, LEED AP BD+C                                            Cash E. Canfield, PE  Senior Project Manager, Architecture + Interiors Group                      President  Commercial Practice Leader     Attachments:  Blundall Associates proposal dated January 8, 2024 (2 pages)    August Mack proposal dated January 30, 2024 (4 pages) DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 Blundall Associates, Inc. Construction Cost Consultants Quantity Surveyors Project Managers 7223 Engle Road, Suite 215, Fort Wayne, Indiana 46804 Phone (260) 489-8444 www.blundall.com January 8, 2024 Mr. Robert S. Bray, Sr. Corporate/Commercial Practice Leader Senior Project Manager American Structurepoint 9025 River Road, Suite 200 Indianapolis, IN 46240 Sent via Email to Bray, Rob <RBray@structurepoint.com> Dear Mr. Bray: Re: Building Demolition and New Parking Lot Packages – 530 North Lafayette Boulevard City of South Bend South Bend, Indiana The following is our proposal to provide construction cost consulting services for the above- referenced project for work as generally outlined in your email to Bryan Smedberg of January 5, 2024. A. SERVICES We will provide an opinion of probable construction costs prepared by way of measuring all major components of the work and pricing at unit rates applicable to a competitively bid project in northern Indiana. The estimate will comprise a summary sheet and details for all applicable architectural, structural, mechanical, electrical and site development trades. B. FEES 1. Our fee for preparing the opinion of probable construction costs will be the sum of $1,240.00 (One Thousand Two Hundred Forty Dollars). DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 Mr. Robert S. Bray, Sr. Page 2 January 8, 2024 2. We have not included time or travel expenses to attend meetings away from our home office location. It is assumed that all transfer of information can be done electronically by way of telephone conferences and/or by way of video conferencing. 3. THE ABOVE-ENUMERATED FEE DOES NOT INCLUDE TIME FOR OUR PARTICIPATION IN ESTIMATE RECONCILATION MEETINGS WITH A CONSTRUCTION MANAGER OR OTHER THIRD-PARTY ESTIMATE PROVIDER. IF THESE ADDITIONAL SERVICES ARE REQUESTED, THEY WILL BE BILLED AT OUR HOURLY RATES AS LISTED BELOW. Position Rate Principal $ 175.00 Project Manager/Estimator 140.00 Senior Estimator 95.00 Estimator 85.00 Associate Estimator 75.00 Entry Level/Intern 55.00 Thank you for this opportunity to be of service to you. If you have questions concerning the proposal, please call Bryan Smedberg. Yours very truly, BLUNDALL ASSOCIATES, INC. Martyn R. Blundall President DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 January 30, 2024 Mr. Robert S. Bray Sr. American Structurepoint, INC. 9025 River Road, Suite 200 Indianapolis, Indiana 46240 Re: Proposal for Environmental Services Pre-Demolition Asbestos Survey South Bend Medical Foundation Building 3355 Douglas Road South Bend, Indiana August Mack Proposal Number: JY0206.930 Dear Mr. Bray: August Mack Environmental, Inc. (August Mack) is pleased to provide you with the following cost proposal to perform a pre-demolition asbestos survey of the above- referenced building. The work activities required to complete this project are described below, followed by associated cost and scheduling information. BACKGROUND INFORMATION As part of this proposal, August Mack was provided with and reviewed the available building/renovation floor plans for the building for the following years: 1960, 1969, 1980, and 2000. In addition, a physical walkthrough of the building was conducted on January 23, 2024, with Beacon Health (Beacon) and American Structurepoint (Structurepoint). Based on August Mack’s review of the floor plans, walkthrough, and interviews with Beacon and Structurepoint, August Mack understands that the South Bend Medical Foundation Building was originally constructed in approximately 1930. Over its life span, the building has had approximately six renovations and/or additions in the following years: 1951, 1961, 1971, 1981, 1996, and 2000, with some renovation dates appearing to coincide with the floor plans provided to August Mack (referenced above). However, as of the date of this proposal, very little information (e.g., institutional knowledge or as- built/renovation plans) seems to exist regarding the construction history of the building from 1930 to 1951. SCOPE OF WORK Pre-Demolition Asbestos Survey Before sampling, two (2) state of Indiana licensed asbestos inspectors will conduct a walk- through and inspection of the building to identify suspect asbestos-containing materials (ACMs) using the United States Environmental Protection Agency’s (U.S. EPA’s) list of DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 2 Mr. Robert S. Bray Sr. January 30, 2024 items suspected as ACMs and the inspector’s experience. As part of the survey, August Mack will identify the number and locations of bulk material samples necessary to sufficiently characterize areas that contain potential ACMs. The survey will be conducted following the inspection and sampling methodologies specified in the U.S. EPA Asbestos Hazardous Emergency Response Act (AHERA) Guidelines. In addition, the asbestos inspection will be performed for demolition and, therefore, be compliant with the National Emission Standard for Hazardous Air Pollutants (NESHAP) regulations. As such, August Mack will sample or assume, photo document, and quantify all regulated ACMs and Category I and II non-friable ACMs identified. August Mack personnel will transport the bulk material samples collected during the inspection using strict chain-of-custody documentation. The samples will be submitted to EMSL Analytical Laboratories, Inc. (EMSL), a National Voluntary Laboratory Accreditation Program (NVLAP) accredited laboratory. The samples will be analyzed by polarized light microscopy (PLM) augmented with dispersion staining as specified in U.S. EPA Method 600/M4-82-020 on a 1 week turn-around time. It should be noted that this survey is for pre-demolition requirements, and all targeted spaces will be visually inspected for potential ACMs, including the attic, interior wall cavities, and mechanical chases. Therefore, damage will be incurred to building materials as part of the investigation and sampling process in an attempt to uncover all potential ACMs. If there are areas that are not reasonably accessible due to safety hazards or construction of the space, the client will be notified immediately, and these areas will be noted in the report. It should also be noted that all non-friable materials, except for floor tiles and mastics on concrete, will be documented, quantified, and assumed as asbestos- containing materials. During demolition activities, these materials can remain in place and be disposed of as general construction waste at a construction and demolition (C&D) landfill. Reporting Upon completion of the asbestos inspection and receipt of all sampling results, one (1) pre-demolition asbestos survey report will be prepared. The report will include a summary of the survey and sampling methodologies, asbestos bulk sampling results with interpretation, and findings and conclusions for the project. Any areas that were not accessible or any unforeseen obstacles encountered during the inspection will be noted. COST INFORMATION The Estimated Lump Sum Cost to perform the work described above is $47,800. This cost includes project preparation, mobilization and inspection activities, laboratory analysis, and preparation of the final report documenting the survey results. The cost presented above is based on the following assumptions: DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 3 Mr. Robert S. Bray Sr. January 30, 2024 • It is estimated that up to five hundred (500) asbestos bulk samples will be necessary to complete the inspection. The client will only be invoiced for the number of samples necessary to complete the survey. If additional samples are required to complete the project, you will be notified, and the additional samples will be invoiced at a unit rate of $13 per sample. • It is estimated that the inspection and sampling activities will take two (2) Indiana licensed asbestos inspectors up to fifteen (15) days (three [3] work weeks) onsite to complete the survey and sampling activities. • All areas to be inspected are readily accessible at the time of the inspection. Access to elevator shafts will be provided during the inspection. If access is not granted during the inspection, additional mobilization charges may apply. • If current or past facilities maintenance personnel exist that have institutional knowledge of the construction history and limits or boundaries of the specific build dates that could assist August Mack with proper characterization and understanding of the building and its history, these personnel should be made available for a walkthrough and interview at the commencement of the onsite inspection. Otherwise, August Mack will utilize their professional judgment and experience in an attempt to characterize and understand the building and its associated construction history to the best of our ability with the information provided by the client and general site observations made during the survey. However, if additional time is necessary onsite to investigate and characterize the construction history of the building, additional costs may apply. Additionally, August Mack cannot be held liable for issues or discrepancies in the site characterization due to this lack of information. • This inspection is being performed for the purposes of demolition, and therefore, destructive investigation and sampling are necessary to identify, bulk sample, and quantify all suspect ACMs within the building. As a result, it should be recognized that damage will be incurred to building materials due to the nature of the building investigation and sampling process. August Mack will make every effort to minimize damage where feasible; however, we will not be responsible for making repairs to damaged building materials as part of the survey and sampling activities. • All active mechanical systems that will not be de-energized or shut down during the survey with suspect materials located on or presumed to be located inside of mechanical systems will be assumed asbestos-containing. • No confined space entry will be permitted as a part of this survey. Therefore, it should be understood that some areas, such as the interior of the mechanical systems, may not be accessible. If encountered, these areas will be documented and noted within the final report. • No extension ladders (greater than 6 feet in height) or lifts will be used during the inspection; therefore, excessively high ceilings and other components will not be sampled, and if encountered, those materials will be assumed to be asbestos- containing. • August Mack understands that the roof will be accessible at the time of the inspection. August Mack will temporarily patch all roof sampling locations; DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 4 Mr. Robert S. Bray Sr. January 30, 2024 however, August Mack will not be responsible for any leaks associated with roof sampling locations. It is highly recommended that the client engage a qualified roofing contractor to provide permanent patches for roof sample locations. • Normal conditions will be encountered, and any delays, obstructions, or other limitations caused by the client or his agents will incur additional expenses. If unusual conditions are encountered during the project or a change to the scope of work is required, the client will be notified, and the price will be adjusted accordingly. If you agree with the scope of work, fees, and terms and conditions as set forth in this proposal, please sign and return one copy to us as your authorization to proceed. We appreciate the opportunity to provide you with this proposal and look forward to working with you on this project. Please feel free to contact us if you have any questions or comments regarding the information presented above. Sincerely, Rhiannon Benge Aaron Manka Building Sciences Manager Principal, Building Sciences Attachment Accepted by: Acknowledging the attached Terms & Conditions Date: DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 Page 1 (Exhibit B – Owner's Responsibilities) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. This is EXHIBIT B, consisting of 3 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated , . Owner’s Responsibilities Article 2 of the Agreement is supplemented to include the following agreement of the parties. B2.01 In addition to other responsibilities of Owner as set forth in this Agreement, Owner shall at its expense: A. Provide Engineer with all criteria and full information as to Owner’s requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility, and expandability, and any budgetary limitations; and furnish copies of all design and construction standards which Owner will require to be included in the Drawings and Specifications; and furnish copies of Owner’s standard forms, conditions, and related documents for Engineer to include in the Bidding Documents, when applicable. B. Furnish to Engineer any other available information pertinent to the Project including reports and data relative to previous designs, or investigation at or adjacent to the Site. C. Following Engineer’s assessment of initially-available Project information and data and upon Engineer’s request, furnish or otherwise make available such additional Project related information and data as is reasonably required to enable Engineer to complete its Basic and Additional Services. Such additional information or data would generally include the following: 1.Property descriptions. 2.Zoning, deed, and other land use restrictions. 3.Property, boundary, easement, right-of-way, and other special surveys or data, including establishing relevant reference points. 4.Explorations and tests of subsurface conditions at or contiguous to the Site, drawings of physical conditions relating to existing surface or subsurface structures at the Site, or hydrographic surveys, with appropriate professional interpretation thereof. 5.Environmental assessments, audits, investigations, and impact statements, and other relevant environmental or cultural studies as to the Project, the Site, and adjacent areas. 6.Data or consultations as required for the Project but not otherwise identified in the Agreement or the Exhibits thereto. D. Give prompt written notice to Engineer whenever Owner observes or otherwise becomes aware of the presence at the Site of any Constituent of Concern, or of any other development that affects the scope or time of performance of Engineer’s services, or any defect or nonconformance in Engineer’s services, the Work, or in the performance of any Contractor. 02/13 2024 DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 Page 2 (Exhibit B – Owner's Responsibilities) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. E. Authorize Engineer to provide Additional Services as set forth in Part 2 of Exhibit A of the Agreement as required. F. Arrange for safe access to and make all provisions for Engineer to enter upon public and private property as required for Engineer to perform services under the Agreement. G. Examine all alternate solutions, studies, reports, sketches, Drawings, Specifications, proposals, and other documents presented by Engineer (including obtaining advice of an attorney, insurance counselor, and other advisors or consultants as Owner deems appropriate with respect to such examination) and render in writing timely decisions pertaining thereto. H. Provide reviews, approvals, and permits from all governmental authorities having jurisdiction to approve all phases of the Project designed or specified by Engineer and such reviews, approvals, and consents from others as may be necessary for completion of each phase of the Project. I. Recognizing and acknowledging that Engineer's services and expertise do not include the following services, provide, as required for the Project: 1.Accounting, bond and financial advisory, independent cost estimating, and insurance counseling services. 2.Legal services with regard to issues pertaining to the Project as Owner requires, Contractor raises, or Engineer reasonably requests. 3.Such auditing services as Owner requires to ascertain how or for what purpose Contractor has used the moneys paid. J. Place and pay for advertisement for Bids in appropriate publications. K. Advise Engineer of the identity and scope of services of any independent consultants employed by Owner to perform or furnish services in regard to the Project, including, but not limited to, cost estimating, project peer review, value engineering, and constructibility review. L. Furnish to Engineer data as to Owner’s anticipated costs for services to be provided by others (including, but not limited to, accounting, bond and financial, independent cost estimating, insurance counseling, and legal advice) for Owner so that Engineer may assist Owner in collating the various cost categories which comprise Total Project Costs. M. If Owner designates a construction manager or an individual or entity other than, or in addition to, Engineer to represent Owner at the Site, define and set forth as an attachment to this Exhibit B the duties, responsibilities, and limitations of authority of such other party and the relation thereof to the duties, responsibilities, and authority of Engineer. N. If more than one prime contract is to be awarded for the Work designed or specified by Engineer, designate a person or entity to have authority and responsibility for coordinating the activities among the various prime Contractors, and define and set forth the duties, responsibilities, and limitations of authority of such individual or entity and the relation thereof to the duties, DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 Page 3 (Exhibit B – Owner's Responsibilities) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. responsibilities, and authority of Engineer as an attachment to this Exhibit B that is to be mutually agreed upon and made a part of this Agreement before such services begin. O. Attend the pre-bid conference, bid opening, pre-construction conferences, construction progress and other job related meetings, and Substantial Completion and final payment visits to the Project. P. Provide the services of an independent testing laboratory to perform all inspections, tests, and approvals of samples, materials, and equipment required by the Contract Documents, or to evaluate the performance of materials, equipment, and facilities of Owner, prior to their incorporation into the Work with appropriate professional interpretation thereof. Q. Provide Engineer with the findings and reports generated by the entities providing services to Owner pursuant to this paragraph. R. Inform Engineer in writing of any specific requirements of safety or security programs that are applicable to Engineer, as a visitor to the Site. S. Perform or provide the following additional services: (i) provide existing building survey (topographic and boundary); (ii) provide existing building documents (hard copies) and/or base files for building drawings (electronic); and (iii) provide any environmental reports or documents. DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 Page 1 Exhibit C –Compensation Packet BC-1: Basic Services (other than RPR) – Lump Sum Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. SUGGESTED FORMAT (for use with E-500, 2008 Edition) This is EXHIBIT C, consisting of 2 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated , . Payments to Engineer for Services and Reimbursable Expenses COMPENSATION PACKET BC-1: Basic Services – Lump Sum Article 2 of the Agreement is supplemented to include the following agreement of the parties: ARTICLE 2 – OWNER’S RESPONSIBILITIES C2.01 Compensation for Basic Services (other than Resident Project Representative) – Lump Sum Method of Payment A. Owner shall pay Engineer for Basic Services set forth in Exhibit A, except for services of Engineer’s Resident Project Representative, if any, as follows: 1.A Lump Sum amount of $329,040 based on the following estimated distribution of compensation: a.Project Management (Phase I estimated for duration of 2024) $60,000 b.Architectural Specification Services $45,500 c.Investigative Services $30,000 d.Civil/Site Design Services (Demolition Package & New Parking Lot Package) $129,500 e.Pre-Demolition Asbestos Survey $47,800 f.Opinion of Probable Costs $1,240 g.Reimbursable Expenses Allowance (not to exceed without prior approval) $15,000 2.Engineer may alter the distribution of compensation between individual phases noted herein to be consistent with services actually rendered, but shall not exceed the total Lump Sum amount unless approved in writing by the Owner. 3.The Lump Sum includes compensation for Engineer’s services and services of Engineer’s Consultants, if any. Appropriate amounts have been incorporated in the Lump Sum to account for labor, overhead, and profit, and Reimbursable Expenses. 02/13 2024 DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 Page 2 Exhibit C –Compensation Packet BC-1: Basic Services (other than RPR) – Lump Sum Method of Payment EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 4.The portion of the Lump Sum amount billed for Engineer’s services will be based upon Engineer’s estimate of the percentage of the total services actually completed during the billing period. B. Period of Service: The compensation amount stipulated in Compensation Packet BC-1 is conditioned on a period of service not exceeding months. If such period of service is extended, the compensation amount for Engineer's services shall be appropriately adjusted. DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 Page 1 (Exhibit G - Insurance) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. This is EXHIBIT G, consisting of 2 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated , . Insurance Paragraph 6.04 of the Agreement is supplemented to include the following agreement of the parties. G6.04 Insurance A. The limits of liability for the insurance required by Paragraph 6.04.A and 6.04.B of the Agreement are as follows: 1.By Engineer: a.Workers’ Compensation:Statutory b.Employer’s Liability -- 1)Each Accident:$1,000,000 2)Disease, Policy Limit:$1,000,000 3)Disease, Each Employee:$1,000,000 c.General Liability -- 1)Each Occurrence (Bodily Injury and Property Damage):$1,000,000 2)General Aggregate:$2,000,000 d.Excess or Umbrella Liability -- 1)Each Occurrence:$1,000,000 2)General Aggregate:$1,000,000 e.Automobile Liability --Combined Single Limit (Bodily Injury and Property Damage): Each Accident $1,000,000 f.Professional Liability – 1)Each Claim Made $5,000,000 2)Annual Aggregate $5,000,000 g.Other (specify):$________________ 2.By Owner: 02/13 2024 DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 Page 2 (Exhibit G - Insurance) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. a.The City of South Bend is a municipal corporation organized under the laws of the State of Indiana, and is self-insured under provisions of Indiana statutes and local ordinance. Specifically, the City of South Bend maintains blanket insurance coverage over real and personal property, and is covered by a non-reverting insurance premium and liability reserve fund created by the City of South Bend, Ordinance #6657-79, pursuant to Indiana Code 34-13-3-4, as amended from time to time. Under said statute, the City’s liability is limited to: 1)Seven hundred thousand dollars ($700,000) for a cause of action that accrues on or after January 1, 2008; and 2)Five million dollars ($5,000,000) for injury to or death of all persons in that occurrence,; and 3)A governmental entity or an employee of a governmental entity acting within the scope of employment is not liable for punitive damages. B. Additional Insureds: 1.The following persons or entities are to be listed on Owner’s general liability policies of insurance as additional insureds, and on any applicable property insurance policy as loss payees, as provided in Paragraph 6.04.B: a. Engineer b. Engineer’s Consultant c. Engineer’s Consultant 2.During the term of this Agreement the Engineer shall notify Owner of any other Consultant to be listed as an additional insured on Owner’s general liability and property policies of insurance. 3.The Owner shall be listed on Engineer’s general liability policy as provided in Paragraph 6.04.A. DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 Page 1 (Exhibit I - Limitations on Liability) EJCDC E-500 Agreement Between Owner and Engineer for Professional Services. Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. This is EXHIBIT I, consisting of 1 pages, referred to in and part of the Agreement between Owner and Engineer for Professional Services dated , . Limitations of Liability Paragraph 6.10 of the Agreement is supplemented to include the following agreement of the parties: A. Limitation of Engineer’s Liability 1.Engineer’s Liability Limited to Amount of Insurance Proceeds: Engineer shall procure and maintain insurance as required by and set forth in Exhibit G to this Agreement. Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by law, the total liability, in the aggregate, of Engineer and Engineer’s officers, directors, members, partners, agents, employees, and Consultants to Owner and anyone claiming by, through, or under Owner for any and all claims, losses, costs, or damages whatsoever arising out of, resulting from, or in any way related to the Project or the Agreement from any cause or causes, including but not limited to the negligence, professional errors or omissions, strict liability, breach of contract, indemnity obligations, or warranty express or implied, of Engineer or Engineer’s officers, directors, members, partners, agents, employees, or Consultantss (hereafter “Owner’s Claims”), shall not exceed the total insurance proceeds paid on behalf of or to Engineer by Engineer’s insurers in settlement or satisfaction of Owner’s Claims under the terms and conditions of Engineer’s insurance policies applicable thereto (excluding fees, costs and expenses of investigation, claims adjustment, defense, and appeal). If no such insurance coverage is provided with respect to Owner’s Claims, then the total liability, in the aggregate, of Engineer and Engineer’s officers, directors, members, partners, agents, employees, and Consultants to Owner and anyone claiming by, through, or under Owner for any and all such uninsured Owner’s Claims shall not exceed $_____________ B. Indemnification by Owner: To the fullest extent permitted by law, Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, and Consultants from and against any and all claims, costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court, arbitration, or other dispute resolution costs) arising out of or relating to the Project, provided that any such claim, cost, loss, or damage is attributable to bodily injury, sickness, disease, or death or to injury to or destruction of tangible property (other than the Work itself), including the loss of use resulting therefrom, but only to the extent caused by any negligent act or omission of Owner or Owner’s officers, directors, members, partners, agents, employees, consultants, or others retained by or under contract to the Owner with respect to this Agreement or to the Project. 02/13 2024 DocuSign Envelope ID: 8E7BADB5-C527-4326-B36C-C459763FF219 BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 02/02/2024 Name Zach Hurst Department DPW BPW Date 02/13/2024 Phone Extension 3057 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 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 American Structurepoint New Vendor Yes If Yes, Approved by Purchasing No MBE/WBE Contractor MBE WBE Completed E-Verify Form Attached Yes No Project Name South Bend Medical Foundation Demolition Project Number 123-076 Funding Source River West DA TIF Account No. PR-000????? Amount Subject to Redevelopment Commission approval on 2/8 Terms of Contract Purpose/Description PSA covering two public bids: demolition of former SBMF building, and new parking lot in its place. 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: