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HomeMy WebLinkAboutPSA - Consulting Srvs. SBPD Explosives Enclosure – Jones Petrie Rafinski Corp.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 (“Effective Date”) betweenTHIS IS AN AGREEMENT effective as of ___May 28, 2024____________ Board of Public Works, City of South Bend, Indiana ("Owner") and Jones Petrie Rafinski ______________________________________________________(“Engineer”). Owner's Project, of which Engineer's services under this Agreement are a part, is generally identified as follows: South Bend Explosives Enclosure _________________________(“Project"). Engineer’s Services under this Agreement are generally identified as follows: Site Topographic Services, Design Services, Geotechnical, Bidding or Negotiating Phase, and Construction Administration as further described in the attached Professional Consulting Services for City of South Bend Explosives Storage Facility Improvements Proposal dated April 11, 2024. Please refer to the attached document. Owner and Engineer further agree as follows: 1.01 Basic Agreement and Period of Service A.Engineer shall provide, or cause to be provided, the services set forth in this Agreement. If authorized by Owner, or if required because of changes in the Project, Engineer shall furnish services in addition to those set forth above. Owner shall pay Engineer for its services as set forth in Paragraphs 7.01 and 7.02. B.Engineer shall complete its services within a reasonable time, or within the following specific time period: [It is the desire of the City to have this design project completed and ready to quote or bid during fall of 2024, 90 days from NTP. Assuming no weather implications for collection of survey information, JPR can have complete construction plans and special provision documents prepared by beginning of September 2024, and ready for bid at the second Board of Public Works meeting in September. JPR will also provide a cad drawing for contractor use and layout]. 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.If the Project includes construction-related professional services, then Engineer's time for completion of services is conditioned on the time for Owner and its contractors to complete construction not exceeding _N/A_ months. If the actual time to complete construction exceeds the number of months indicated, then Engineer's period of service and its total compensation shall be appropriately adjusted. 2.01 Payment Procedures A.Invoices: Engineer shall prepare invoices in accordance with its standard invoicing practices and submit the invoices to Owner on a monthly basis. Invoices are due and payable within 30 35 days of receipt. If Owner fails to make any payment due Engineer for services and expenses within 30 days after receipt of Engineer’s invoice, then the 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. In addition, Engineer may, after giving seven days written notice to Owner, suspend services under this Agreement until Engineer has been paid in full all amounts due for services, expenses, and other related charges. Owner waives any and all non-disputed claims against Engineer for any such suspension. Payments will be credited first to interest and then to principal. 3.01 Termination A.The obligation to continue performance under this Agreement may be terminated: 1.For cause, a.By either party upon 30 days written notice in the event of substantial failure by the other party to perform in accordance with the Agreement’s terms through no fault of the terminating party. Failure to pay Engineer for its services is a substantial failure to perform and a basis for termination. b.By Engineer: 1)upon seven days written notice if Owner demands that Engineer furnish or perform services contrary to Engineer’s responsibilities as a licensed professional; or 2)upon seven days written notice if the Engineer’s services for the Project are delayed for more than 90 days for reasons beyond Engineer’s control. Engineer shall have no liability to Owner on account of a termination by Engineer under Paragraph 3.01.A.1.b. c.Notwithstanding the foregoing, this Agreement will not terminate as a result of a substantial failure under Paragraph 3.01.A.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 of notice; provided, however, that if and to the extent such substantial failure cannot be reasonably cured within such 30 day period, and if such party has diligently attempted to cure the same and thereafter continues diligently to cure the same, then the cure period provided for herein shall extend up to, but in no case more than, 60 days after the date of receipt of the notice. Page 3 EJCDC E-500 Agreement Between Owner and Engineer for Professional Services Copyright © 2008 National Society of Professional Engineers for EJCDC. All rights reserved. 2.For convenience, by Owner effective upon Engineer's receipt of written notice from Owner. B.The terminating party under Paragraph 3.01.A may set the effective date of termination at a time up to 30 days later than otherwise provided to allow Engineer to complete tasks whose value would otherwise be lost, to prepare notes as to the status of completed and uncompleted tasks, and to assemble Project materials in orderly files. C.In the event of any termination under Paragraph 3.01, Engineer will be entitled to invoice Owner and to receive full payment for all non-disputed services performed or furnished in accordance with this Agreement and all reimbursable expenses incurred through the effective date of termination. 4.01 Successors, Assigns, and Beneficiaries A.Owner and Engineer are hereby bound and the successors, executors, administrators, and legal representatives of Owner and Engineer (and to the extent permitted by Paragraph 4.01.B the assigns of Owner and Engineer) are hereby bound to the other party to this Agreement and to the successors, executors, administrators, and legal representatives (and said assigns) of such other party, in respect of all covenants, agreements, and obligations of this Agreement. B.Neither Owner nor Engineer may assign, sublet, or transfer any rights under or interest (including, but without limitation, moneys that are due or may become due) in this Agreement without the written consent of the other, except to the extent that any assignment, subletting, or transfer is mandated or restricted by law. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. C.Unless expressly provided otherwise, nothing in this Agreement shall be construed to create, impose, or give rise to any duty owed by Owner or Engineer to any contractor, subcontractor, supplier, other individual or entity, or to any surety for or employee of any of them. All duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of Owner and Engineer and not for the benefit of any other party. 5.01 General Considerations A.The standard of care for all professional engineering and related services performed or furnished by Engineer under this Agreement will be the care and skill ordinarily used by members of the subject profession practicing under similar circumstances at the same time and in the same locality. Engineer makes no warranties, express or implied, under this Agreement or otherwise, in connection with Engineer’s services. Subject to the foregoing standard of care, Engineer and its consultants may use or rely upon design elements and information ordinarily or customarily furnished by others, including, but not limited to, specialty contractors, manufacturers, suppliers, and the publishers of technical standards. B.Engineer shall not at any time supervise, direct, control, or have authority over any contractor's work, nor shall Engineer have authority over or be responsible for the means, methods, techniques, sequences, or procedures of construction selected or used by any contractor, or the safety precautions and programs incident thereto, for security or safety at the Project site, nor for any 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. failure of a contractor to comply with laws and regulations applicable to such contractor's furnishing and performing of its work. C. This Agreement is to be governed by the law of the state or jurisdiction in which the Project is located. D. Engineer neither guarantees the performance of any contractor nor assumes responsibility for any contractor’s failure to furnish and perform its work in accordance with the contract between Owner and such contractor. Engineer is not responsible for variations between actual construction bids or costs and Engineer's opinions or estimates regarding construction costs. E. Engineer shall not be responsible for the acts or omissions of any contractor, subcontractor, or supplier, or of any of their agents or employees or of any other persons (except Engineer’s own employees) at the Project site or otherwise furnishing or performing any construction work; or for any decision made regarding the construction contract requirements, or any application, interpretation, or clarification of the construction contract other than those made by Engineer. F. The general conditions for any construction contract documents prepared hereunder are to be the “Standard General Conditions of the Construction Contract" as prepared by the Engineers Joint Contract Documents Committee (EJCDC C-700, 2007 Edition) unless the parties agree otherwise. G. The Owner acknowledges the Engineer’s construction documents, including all electronic files, as instruments of professional services. Owner shall have a limited license to use the documents on the Project, extensions of the Project, and for related uses of the Owner, subject to the following limitations: (1) Owner acknowledges that such documents are not intended or represented to be suitable for use on the Project unless completed by Engineer, or for use or reuse by Owner or others on extensions of the Project, on any other project, or for any other use or purpose, without written verification or adaptation by Engineer; (2) any such use or reuse, or any modification of the documents, without written verification, completion, or adaptation by Engineer, as appropriate for the specific purpose intended, will be at Owner’s sole risk and without liability or legal exposure to Engineer or to its officers, directors, members, partners, agents, employees, and consultants; (3) Owner shall indemnify and hold harmless Engineer and its officers, directors, members, partners, agents, employees, and consultants from all claims, damages, losses, and expenses, including attorneys’ fees, arising out of or resulting from any use, reuse, or modification of the documents without written verification, completion, or adaptation by Engineer; and (4) such limited license to Owner shall not create any rights in third parties. Nevertheless, the final construction documents, including all electronic files, prepared under this agreement shall become the property of the Owner upon completion of services and payment in full of all monies due to the Engineer. H. To the fullest extent permitted by law, Owner and Engineer (1) waive against each other, and the other’s employees, officers, directors, agents, insurers, partners, and consultants, any and all claims for or entitlement to special, incidental, indirect, or consequential damages arising out of, resulting from, or in any way related to the Project, and (2) agree that Engineer’s total liability to Owner under this Agreement shall be limited to $50,000 or the total amount of compensation received by Engineer, whichever is greater. I. The parties acknowledge that Engineer’s scope of services does not include any services related to a Hazardous Environmental Condition (the presence of asbestos, PCBs, petroleum, hazardous substances or waste as defined by the Comprehensive Environmental Response, Compensation and 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. Liability Act, 42 U.S.C. §§9601 et seq., or radioactive materials). If Engineer or any other party encounters a Hazardous Environmental Condition, Engineer may, at its option and without liability for consequential or any other damages, suspend performance of services on the portion of the Project affected thereby until Owner: (1) retains appropriate specialist consultants or contractors to identify and, as appropriate, abate, remediate, or remove the Hazardous Environmental Condition; and (2) warrants that the Site is in full compliance with applicable Laws and Regulations. J. Owner and Engineer agree to negotiate each dispute between them in good faith during the 30 days after notice of dispute. If negotiations are unsuccessful in resolving the dispute, then the dispute shall be mediated. If mediation is unsuccessful, then the parties may exercise their rights at law. 6.01 Total Agreement A. This Agreement (including any expressly incorporated attachments), constitutes the entire agreement between Owner and Engineer and supersedes all prior written or oral understandings. This Agreement may only be amended, supplemented, modified, or canceled by a duly executed written instrument. 7.01 Basis of Payment—Hourly Rates Plus Reimbursable Expenses A. Using the procedures set forth in Paragraph 2.01, Owner shall pay Engineer as follows: 1. An amount equal to the cumulative hours charged to the Project by each class of Engineer’s employees times standard hourly rates for each applicable billing class for all services performed on the Project, plus reimbursable expenses and Engineer’s consultants’ charges, if any. 2. Engineer’s Standard Hourly Rates are attached as Appendix 1. 3. The total compensation for services and reimbursable expenses is estimated to be $34,900. Attachments: Appendix 1, Engineer's Standard Hourly Rates 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the Effective Date of which is indicated on page 1. Owner: Engineer: Jones Petrie Rafinski By: By: Robert Heiden Title: Elizabeth A. Maradik, President Project Manager By: Title: Joseph R. Molnar, Vice President By: Title: Jordan V. Gathers, Member By: Title: Gary A. Gilot, Member By: Title: Murray L. Miller, Member Attest: Title: Theresa Heffner, Clerk Date: Date: 2024-05-13 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 325 S Lafayette Blvd South Bend IN 46601 Designated Representative (Paragraph 8.03.A): Designated Representative (Paragraph 8.03.A): Kara M. Boyles, Ph.D., P.E. Robert Heiden Title: City Engineer Title: Project Manager Phone Number: (574) 235-5933 Phone Number: 574-232-4388 Facsimile Number: (574) 235-9171 Facsimile Number: E-Mail Address:kboyles@southbendin.gov E-Mail Address:rheiden@jpr1source.com May 28, 2024 Appendix 1, Standard Hourly Rates Schedule EJCDC E-520 Short Form of Agreement Between Owner and Engineer for Professional Services. Copyright ©2009 National Society of Professional Engineers for EJCDC. All rights reserved. Page 1 This is Appendix 1, Engineer’s Standard Hourly Rates, referred to in and part of the Short Form of Agreement between Owner and Engineer for Professional Services dated May 13, 2024. Engineer’s Standard Hourly Rates A.Standard Hourly Rates: 1.Standard Hourly Rates are set forth in this Appendix 1 and include salaries and wages paid to personnel in each billing class plus the cost of customary and statutory benefits, general and administrative overhead, non-project operating costs, and operating margin or profit. 2.The Standard Hourly Rates apply only as specified in Paragraphs 7.01 and 7.02, and are subject to annual review and adjustment. B.Schedule of Hourly Rates: Hourly rates for services performed on or after the Effective Date are: See Attached South Bend Explosive Storage Facility Improvements September 12, 2022 Page 1 of 5 April 11, 2024 City of South Bend Division of Engineering 1316 County-City Building 227 West Jefferson Boulevard South Bend, Indiana 46601 Attention: Ms. Sarah Barber, Project Engineer RE: PROFESSIONAL CONSULTING SERVICES FOR CITY OF SOUTH BEND EXPOSIVES STORAGE FACILITY IMPROVEMENTS, SOUTH BEND, INDIANA Dear Sarah: Thank you for contacting Jones Petrie Rafinski (JPR) regarding the above referenced project. We have appreciated being able to be of service to you in the past and hope to be afforded the opportunity to provide you with our services for this project. UNDERSTANDING OF THE ASSIGNMENT The City of South Bend Police Department is looking for a consulting firm to assist in the preparation of Construction Documents for the demolition of their existing underground explosive storage bunker and construction of a new bunker facility including necessary site improvements. JPR can provide services to include site topographic survey for the parcel and areas of improvement, and this data will be utilized for the development of base plans from which the construction documents will be prepared. Based on previous discussions, it is understood that the existing SBPD Explosives Storage Facility is dated and needs an upgrade. This will require construction drawings for the removal of the existing bunker, installation of a new pad and storage unit as well as drive and drainage analysis. SCOPE OF SERVICES Task 1 – Site Topographic Services: JPR will perform a site topographic survey of the property located at 251 W Chippewa Ave, on the South Side of South Bend. This survey will confirm utility locations and grades within the site and proposed area of the new bomb structure building and pad and create a working existing base drawing to design from for the improvements and restoration. This work shall include: •Providing a topographic survey of the following the central open portion of the site, existing bunker facility and the connecting access drive to the east. •Requesting utility locates per Indiana 811 call before you dig call center. •Creation of an existing CAD drawing depicting all known site conditions and pertinent information. •This topographic survey will not include a full property boundary survey as only a portion of the site will be disturbed. Local GIS information will be utilized to approximate the existing site boundary. South Bend Explosive Storage Facility Improvements September 12, 2022 Page 2 of 5 Task 2 – Design Services: JPR will prepare the Construction Documents and Special Provisions necessary for bidding purposes. The scope of services for this task is as follows: 1.Geotechnical engineering services consisting of a subsurface investigation and geotechnical evaluation for the preliminary boring map attached. a.This work includes boring marking and mapping, standard procedures for underground public utility locating, soil drilling and sampling for (3) borings, b.A short form geotechnical report. c.Excluded from this scope of work are on-site inspections, testing, and any other out-of-scope service not explicitly listed. 2.Plan sheets will include the following: a.Demolition Plan – indicating existing structures, curbs, fencing, pavements and plant material to be removed. b.Plan Sheets indicating proposed grading and drainage calculations, and proposed site improvement layouts. Plans are to indicate potential drive and restoration limits. c.Erosion Control Plans d.Landscape Planting Plan and Details e.Site Construction Details – Various details to support the development of the Construction Documents will be provided. 3.JPR will submit a 60% and 90% level Construction Document and Specification set to the City for review. 4.JPR will attend a review meeting to discuss City comments from the review process and will make the necessary revisions to the plan. 5.JPR will submit the final Construction Document, Special Provisions and Bid Tabs to the City for bidding purposes. Task 3 - Bidding or Negotiating Phase: After acceptance by Owner of the bidding documents and the most recent opinion of probable Construction Cost as determined from the 100% Construction Document submittal, and upon written authorization by Owner to proceed, Engineer shall: 1.Assist Owner in advertising for and obtaining bids or proposals for the Work and, where applicable, and maintain a record of prospective bidders to whom Bidding Documents have been issued. 2.Coordinate and facilitate a Pre-Bid Meeting with the potential bidding contractors. 3.Issue addenda as appropriate to clarify, correct, or change the bidding documents. 4.Provide information or assistance needed by Owner in the course of any negotiations with prospective contractors. 5.Consult with Owner as to the acceptability of subcontractors, suppliers, and other individuals and entities proposed by prospective contractors for those portions of the Work as to which such acceptability is required by the bidding documents. 6.If bidding documents require, the Engineer shall evaluate and determine the acceptability of "or equals" and substitute materials and equipment proposed by bidders. 7.Attend the Bid opening, prepare Bid tabulation sheets, and assist Owner in evaluating Bids or proposals and in assembling and awarding contracts for the Work. The Bidding or Negotiating Phase will be considered complete upon commencement of the Construction Phase. Task 4 - Construction Administration: South Bend Explosive Storage Facility Improvements September 12, 2022 Page 3 of 5 Periodic reviews of site construction will be completed to ensure the contractor(s) is providing the level of quality that is required for the project. The construction administration services will include: 1.Reviews of site construction, when requested by the City, will be completed to ensure the Contractor(s) is providing the level of quality that is required for the project; 2.JPR will provide clarification/interpretations of the Contract Documents if such interpretations are necessary for the proper execution or progress of work; 3.JPR shall render written recommendations on claims, disputes and other matters in question between the owner and contractor relating to the execution or progress of the project as provided by the Contract Documents; 4.Review and approve, or take other appropriate action and forward to the client for final disposition, the contractor’s submittals such as Shop Drawings, Product Data and Samples with respect to Contract Documents produced by JPR; 5.Prepare responses to Request for Information (RFI) provided by the contractor; 6.Provide field reports describing observations, problems and recommended solutions; 7.Provide punch lists and based on site observations; 8.Conduct a Final Punch List site review; 9.Conduct inspections to determine the date or dates of Substantial Completion and the date of Final Completion; 10.Review and approve, or take other appropriate action on, the contractor’s list of items to be completed or corrected. ESTIMATED FEES: The estimated total fee to provide the tasks outlined above are as follows: Task 1 – Site Topographic Survey $4,200.00 Task 2 – Design Services $26,200.00 Task 3 – Bidding and Negotiation $1,500.00 Task 4 – Construction Administration (Hourly, NTE) $3,000.00 Total Estimated Fees: $ 34,900.00 EXCLUSIONS: Please be advised that the services and fees quoted above do not include the following activities: 1. Out-of-scope services (work will not commence on any out-of-scope services unless and until approved by client). 2.Meetings with adjoining property owners. 3.Construction staking, construction testing, construction inspection. Work will begin immediately upon receipt of a signed copy of this proposal. If the project is ongoing, our services will be billed monthly on a percent complete basis. Payment is due upon receipt of our invoice. Work may be suspended on any account which is 30 days past due until the account is paid in full. We reserve the right to charge monthly interest at the rate of 1.5% if the account is past due (18% annually). Should you have any questions or comments concerning our services or charges during the course of the work, please bring them to our attention immediately so that any problem can be resolved quickly. South Bend Explosive Storage Facility Improvements September 12, 2022 Page 4 of 5 Should you have any questions regarding this proposal, please do not hesitate to contact me at 574-232- 4388. Thank you for the opportunity to be of service. Sincerely, Robert Heiden Project Manager, Graduate Landscape Architect J:\Proposals\City of South Bend\2024\SB Police Explosives Bunker\2024-04-10_SBPD Explosive Stroage Facility Improvements Proposal.doc PROPOSAL ACCEPTANCE This proposal for PROFESSIONAL CONSULTING SERVICES FOR CITY OF SOUTH BEND EXPOSIVES STORAGE FACILITY IMPROVEMENTS, SOUTH BEND, INDIANA is hereby accepted and authorization to proceed is hereby granted: Accepted By: __________________________________ Date: ________________________ Printed name and title: ______________________________________________________________ Business name: ___________________________________________________________________ Billing address: ____________________________________________________________________ Billing/account manager: _____________________________________________________________ Phone No.: _______________ email: _______________________ Would you prefer your invoice by mail ______, email ______ or both _____? Exhibit B JPR Corp. - Standard Terms & Conditions Page 1 of 1 Invoices & Payment: JPR shall submit invoices monthly or at project completion for services performed and expenses incurred under this Agreement. Payment is due upon Client’s receipt of invoice and shall be considered past due if payment is not received within thirty (30) calendar days from date of invoice. JPR retains the right to assess Client a finance charge of one and one-half percent (1.5%) per month, but not to exceed the maximum rate allowed by law, on invoices that are not paid within thirty (30) calendar days from date of invoice. The Client’s obligation to pay for services performed by JPR shall not be reduced due to the Client’s inability to obtain financing, zoning, approval of regulatory agencies, or any other reason. Acceptance: If Client gives JPR verbal, emailed, or written notification to proceed with services outlined in this Agreement, without providing a signed copy of this Agreement, it will be considered as mutually understood that Client and JPR will be contractually bound by this Agreement, even in the absence of signed written authorization. Client’s acceptance of services under this agreement will be deemed approval of the Agreement. Additional Services: Additional services requested beyond that which is specifically outlined in the Scope of Work may require additional compensation. JPR will provide the Client with a fee amendment for approval prior to performing any additional services. JPR is not responsible for project related delays that result while formal (written) approval of additional services is pending. Schedule: JPR is not responsible for any loss or damages resulting from any delays for causes outside JPR's control, including, but not limited to inclement weather, governmental or reviewing agency delays, unforeseen or undisclosed project related conditions, natural disasters, or acts of God. Insurance: JPR agrees to procure and maintain, at its expense, Commercial General Liability insurance, Professional Liability insurance, and Automobile Liability insurance for claims arising out of the performance of services under this Agreement caused by negligent acts, errors, or omissions for which JPR is legally liable. Ownership and Use of Documents: The Client agrees that JPR owns all reports, documents, and work products, including all associated copyrights, produced as part of this Agreement. JPR grants to the Client a license to utilize the deliverables (plans, reports, etc.) with respect to the project at hand, but any further use of the same beyond the subject project is done so at the user's sole risk and may be subject to copyright enforcement action. Professional Standard of Care: The standard of care for all Professional Services performed or furnished by JPR 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. Accordingly, JPR is unable to provide a guarantee, or warranty, expressed or implied, under this Agreement or otherwise, in connection with any services performed or furnished by JPR. Dispute Resolution: JPR and Client shall resolve all claims and disputes arising out of or related to this Agreement in the following manner: 1. JPR and Client agree to negotiate all disputes in good faith for a period of ten (10) days from the date of notice, prior to invoking mediation. 2. JPR and Client agree that they shall first submit any and all unsettled claims, counterclaims, disputes, and other matters in question arising out of or relating to this Agreement or the breach thereof (“Disputes”) to private mediation. JPR and Client agree to participate in the mediation process in good faith. 3.If the dispute cannot be settled through negotiation or mediation, then such dispute shall be decided by arbitration in accordance with the construction industry arbitration rules of the American Arbitration Association then in effect. The reward rendered, if any, by the arbitrator(s) shall be final and binding and judgment may be entered upon it in accordance with the applicable law in any court having jurisdiction. Demand for arbitration must be served in writing on the opposing party no later than one (1) year from the date of substantial completion of JPR's participation in the project. All mediation or arbitration shall take place in the State of Indiana. Each party shall share equally the fees and expenses of the mediator or arbitrator(s) and other costs incurred by the mediator or arbitrator(s). Environmental Condition of Site(s) To the fullest extent permitted by law, the Client shall indemnify and hold harmless JPR from and against 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 or arbitration or other dispute resolution costs) caused by, arising out of or relating to the presence, discharge, release, or escape of any Hazardous Substance at, on, under or from the project site. Professional Design Services – WITHOUT Construction Phase Services: Should the Client provide Construction Phase services via either Client’s representative(s) or via another consultant, design-builder, or any other 3rd party, JPR’s services under this agreement shall be considered complete upon completion of the Final Design efforts, and the Client’s official acceptance and/or approval of the JPR provided construction documents. (project plans, specifications, etc.) Further, and if the Scope of Services associated with this Agreement does not include Construction Phase Services, such as bidding & negotiation oversight, contract administration, full or part time on-site observation/inspection to ensure compliance with Client accepted plans and specifications, review of progress payment requests, change orders, requests for information or clarification submitted by the Contractor, attendance at or administration of pre-construction or construction progress meetings, coordination with utilities, or any other construction phase services typically provided by Professional Civil Engineers and/or Architects, it is therefore understood and agreed that any/all responsibility associated with these critical functions must be assumed by others. Accordingly, the Client therefore agrees, to the fullest extent permitted by law, to indemnify and hold harmless JPR, its officers, directors, employees and/or subconsultants against any/all claims arising out of or in any way connected to the performance of such activities, or lack thereof, by others, including the Client itself or other entities/consultants in the employ of the Client, and from any and all claims arising from modifications, clarifications, interpretations, plan revisions, redesigns, adjustments, or changes necessarily made to the Contract Documents resultant of site conditions or parameters that become apparent as part of the construction process itself, information not previously known or disclosed by any local or non-local regulatory agencies, certain design considerations not previously disclosed by the Client, availability or lack thereof of either materials or appropriately skilled labor, or any other reason not specifically associated with or directly resultant of negligence or willful misconduct on the part of JPR. Termination: The Client or JPR may terminate this Agreement, in whole or in part, by giving seven (7) days written notice if the other party substantially fails to fulfill its obligations under the Agreement through no fault of the terminating party. Upon termination, JPR shall be entitled to invoice Client and receive full payment for all services and reimbursable expenses incurred through the effective date of termination. Where the method of payment is “lump sum” or “fixed fee”, the final invoice will be based on the number of hours billed to the project as of the date of termination, a standard hourly rate of $150 per hour, and incurred reimbursable expenses. An equitable adjustment shall also be made to provide for termination settlement costs, if any, JPR incurs as a result of commitments finalized prior to termination. Entire Agreement: The terms of this Agreement are final, and any and all prior written or oral agreements or understandings are superseded by this final signed written agreement. Any changes to the written agreement, the scope of services, or terms and conditions, must be made in writing and signed by both JPR and the Client. Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain valid and binding upon the parties. Controlling Law: This Agreement shall be governed by the laws of the State of Indiana. J:\Admin\Accounting - Public\Standard Contracts and Agreements\JPR Corp Standard Terms & Conditions\2024-01-01 JPR Corp Standard Terms & Conditions.docx BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 05/20/2024 Name Sarah Barber Department Public Works BPW Date 05/28/2024 Phone Extension 9805 Review and Approval Required Prior to Submittal to Board Diversity Compliance and Inclusion Officer Officer Name Cynthia Simmons BPW Attorney Attorney Name Michael Schmidt Dept. Attorney Attorney Name Purchasing Mickey Lovey 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 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 Explosives Enclosure Project Number 124-031 Funding Source 101-08-080-080-431000, PR 33666 Account No. Amount $34,900 Terms of Contract Purpose/Description Construction of a new South Bend Police Department Explosives Enclosure and needed associated site work 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: