On the agenda: St Joseph County meeting — datacenter (Mar 17)

MEMBERS
CARL H. BAXMEYER
District 1
RAFAEL MORTON
District 2
ANTHONY “TONY” HAZEN
District 3

BOARD OF COMMISSIONERS

AGENDA
NOTICE OF TIME CHANGE:
PREVIOUSLY SCHEDULED FOR 6:00PM, NOW BEING HELD AT 11:00AM
Tuesday, March 17, 2026 11:00AM, 4th Floor Main Council Chambers
Join Board of Commissioners Meeting

Dial in: 1-312-626-6799 | Meeting ID: 992 8675 0389 | Passcode: 314981

A. FIRST ORDER OF BUSINESS: Opening and Reading of Bids/Letters of Interest on:
B. REPORTS AND REQUESTS FROM:
COMMISSIONERS:
a) Approval of the Accounts Payable Docket
b) Approval of Memorandum of Understanding with City of Mishawaka, St
Joseph County Redevelopment Commission, St Joseph County Board of
Commissioners and Microsoft Corporation
c) Employee of the Month
IPG:
a) Approval of Construction Engineering Services Agreement and Addendum
with DLZ Indiana for Des. No. 2100024 for Roundabout Improvement at
Douglas Road and Bittersweet Road Intersection
b) Approval of ESRI License Renewal Quote with ArcGIS
c) Approval of Consent Agenda
PROBATE/JJC:
a) Approval of Nurse Practitioner Agreement with Beacon Health System for
Nurse Practitioner Health Care Services & Medication Management to JJC
Residents
b) Approval of Grant Application Request for 2027 Family Recovery Court
Problem Solving Grant through Indiana Office of Court Services
IT:
a) Approval of Quote with Riversys Inc for AV Technology in Probate Court
PHYSICAL ASSETS:
a) Approval of Change Order No. 1 with Conrad Schmitt for Courthouse 1
Interior Restoration Project

C. OLD BUSINESS:
D. NEW BUSINESS:
E: PUBLIC COMMENTS: (THREE MINUTE LIMIT)
Those who wish to speak on an agenda item should sign up to speak prior to the start of the meeting. The Board Attorney will
call the speakers to the podium in the order of which they have signed up.
Once at the podium, speakers shall identify themselves by stating their name and address for the record. A time limit of three
(3) minutes per speaker will be enforced. Speakers may speak once during the meeting on agenda items, and once under
non-agenda items. If an individual is attending via Zoom, they shall identify themselves in the “chat” and their intent to speak
on an agenda item, by commenting their name and address for the record, and the agenda item they wish to speak on no
later than five (5) minutes after the start of the meeting.
Public comments are not intended to be a dialog or form of debate with the Board of Commissioners. Public comments will
not be accepted on personnel issues. Speakers will not be allowed to use profanity, vulgar language and/or gestures. Public
comments shall be directed to the President and not to individual members or the public. The Board President or Attorney
may interrupt, warn, or terminate a person’s statement if it violates any of these rules and/or becomes personally directed,
abusive or obscene.

The Title VI Coordinator has made available at this meeting/hearing a voluntary Public Involvement Survey to collect demographic data to monitor and
demonstrate St. Joseph County’s compliance with its non-discrimination obligations under Title VI and Federal Regulation 23CFR 200.9(b)(4), and more
importantly, ensure that affected communities and interested persons are provided equal access to public involvement. Compliance is voluntary.
However, in order to demonstrate compliance with the federal regulation, the information requested must be documented when provided. It will not
be used for any other purpose, except to show that those who are affected or have an interest in proceedings, or the proposed project have been given an
opportunity to provide input throughout the process.

DEREK D. DIETER
County Surveyor
SKY K. MEDORS, P.E.
County Engineer
WILLIAM S. SCHALLIOL, ESQ.
Executive Dir. of Economic Development
SHAWN A. KLEIN, AICP
Executive Dir. of Area Plan Commission

DEPARTMENT OF INFRASTRUCTURE, PLANNING & GROWTH

BOARD OF COMMISSIONERS
CARL H. BAXMEYER
District 1
RAFAEL MORTON
District 2
ANTHONY “TONY” HAZEN
District 3

MEMORANDUM
TO:

SJC Board of Commissioners

FROM: Bill Schalliol, Executive Director of Economic Development
DATE:

March 12, 2026

RE:

Memorandum of Understanding (City of Mishawaka, St. Joseph County Redevelopment Commission, St.
Joseph County Board of Commissioners, Microsoft Corporation)

Attached to this memorandum is the Memorandum of Understanding (MOU) between the City of Mishawaka, St.
Joseph County Redevelopment Commission, St. Joseph County Board of Commissioners, and Microsoft
Corporation (Parties). To facilitate Microsoft’s development of the project at the St. Joe Farms site (Project),
Microsoft has requested that the County undertake the evaluation and design of water, sewer and road projects
necessary for utility service and vehicle access to the Project. The Parties intend to enter into this MOU to confirm
the responsibilities of each of them to collaborate to advance the design work necessary for the County to
undertake ultimate construction of the Infrastructure Projects upon Microsoft’s request and future funding, which
will be memorialized in a future Development Agreement among the Parties or between Microsoft and the
County.
The Parties have been working to develop a list of pre-development activities and projects that must be
accomplished to provide utility service to the Project and pre-construction, interim and permanent road
improvements that must also be accomplished as part of the project. A list of the infrastructure projects is
included in Exhibit A of this agreement. In addition to the work items listed by each firm, the agreement also
includes funding for Professional Services (legal, financial modeling) and traffic management/enforcement. Lastly,
all property owned by Microsoft needed for infrastructure improvements be donated to the project and will not
require a separate property acquisition. All expenses related to the work items listed in Exhibit A will be paid by
Microsoft. The total project cap for this Memorandum is $12,577,375.00. These funds will be placed into an
escrow fund and all payments will be made against this fund.
While this MOU and funding is related to project design and project management, a future MOU or Development
Agreement will cover the expenses related to the various projects designed by this project.
Staff requests approval of this MOU.

PLANNING & ZONING | PUBLIC WORKS | SURVEYOR | DRAINAGE | ENVIRONMENTAL | ECONOMIC DEVELOPMENT
227 W. Jefferson Blvd. | 7th & 11th Fl. | South Bend, IN 46601
P: (574) 235-7800 | F: (574) 235-5057

MEMORANDUM OF UNDERSTANDING
THIS MEMORANDUM OF UNDERSTANDING (“MOU”) is made and entered into
as of the date of last execution below (the “Effective Date”), by and among THE CITY OF
MISHAWAKA (the “CITY”), THE ST. JOSEPH COUNTY BOARD OF COMMISSIONERS,
THE ST. JOSEPH COUNTY REDEVELOPMENT COMMISSION( with the St. Joseph County
Board of Commissioners and the St. Joseph County Redevelopment Commission being
collectively referred to as the “County”), and MICROSOFT CORPORATION, a Washington
corporation (“Microsoft”), each referred to herein individually as a “Party” and collectively
as the “Parties.”
RECITALS
A.

Microsoft has acquired certain real property, which is situated in Saint Joseph
County (the “Property”), and intends to construct (in one or more phases) and
operate on the Property one or more datacenter(s) as well as certain buildings,
structures and infrastructure for administrative, accessory, supporting, associated
or related uses, such as (but not limited to) offices, security, and utility buildings,
structures and appurtenances together with related site improvements (the
“Project”).

B.

The County and the City are parties to a regulatory action pending before the
Indiana Utility Regulatory Commission styled “In the Matter of the Petition of The
City of Mishawaka, Indiana, for Approval of a Regulatory Ordinance Establishing a
Service Territory for the City’s Municipal Water and Sewer System Pursuant to Ind.
Code Ch. § 8-1.5-6, Cause No. 46221” (the “IURC Proceeding”).

C.

It is anticipated that upon the successful resolution of the IURC Proceeding, the City
will provide water and sewer services to the Property.

D.

The City and the County have long collaborated on Capital Avenue corridor utilities
and economic development and have discussed the creation of the Capital Avenue
EDA and use of Tax Increment Financing (“TIF”) to support regional infrastructure
priorities.

E.

To facilitate Microsoft’s development of the Project, Microsoft has requested that
the County undertake the evaluation and design of water, sewer and road projects
necessary for utility service and vehicle access to the Project.

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F.

In technical memorandums prepared for the City, water and sewer projects have
been identified and prioritized by the City’s consulting engineers as either
“Immediate Needs” or “Regional Needs.” The “Immediate Needs” refer to the
water and sewer infrastructure improvements needed to serve the Project. The
“Regional Needs” refer to water and sewer infrastructure improvements needed to
serve the incremental demand for growth in the area surrounding the Project.
G. The technical basis for the scope of the road infrastructure improvements is
documented in the Traffic Impact Study produced by DLZ for Microsoft. The final
scope of the road infrastructure improvements is subject to change as new
information related to the Project’s traffic impacts and site master planning
becomes available.
H. The road infrastructure improvements in the Traffic Impact Study shall together with
the “Immediate Needs” water and sewer infrastructure projects collectively be
referred to herein as the “Infrastructure Projects.”
I.

The Parties intend to enter into this MOU to confirm the responsibilities of each of
them to collaborate to advance the design work necessary for the County to
undertake ultimate construction of the Infrastructure Projects upon Microsoft’s
request and future funding, which will be memorialized in a future Development
Agreement among the Parties or between Microsoft and the County.
AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Microsoft, the County and the City agree
to the following:
1.

Scope of Work. The County agrees to perform the design, permitting, and
identification of additional easements or property rights required for the
Infrastructure Projects on the terms and conditions in this MOU, and pursue the
acquisition of any such easement or property rights for the maximum cost and on
the timeline as set forth in Exhibit A (the “Scope of Work”). Any Infrastructure
Project scope requested by Microsoft that is not identified within the Scope of
Work, but which scope is agreed on by Microsoft, the City, and the County to be
added to the scope of the MOU, shall be added to the Scope of Work through a
written amendment to this MOU signed by the Parties. The County and the City

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agree to take on certain responsibilities to contribute to the execution of the Scope
of Work included in this MOU.
1.1

County Responsibilities. The County will procure and retain engineers to lead
design, permitting, and easement or property right identification necessary
for the Infrastructure Projects. The County will request funds from Microsoft
to pay for and administer engineering and professional services contracts for
the Infrastructure Projects, which project management funds have been
included in Scope of Work costs.

1.2

City Responsibilities. Upon the successful resolution of the IURC Proceeding,
because the City will own, operate, and maintain the completed water and
sewer infrastructure projects, the City shall be responsible for all technical
direction, design criteria, standards, review, and approval of the engineering
work for the water and sewer infrastructure projects.
To better define the roles and relationship between the City and the County,
both parties entered into a Memorandum of Understanding Regarding
Water and Sanitary Sewer Systems Upgrades dated February 10, 2026, a copy
of which is attached hereto as Exhibit B.

1.3

2.

Microsoft Responsibilities. Microsoft will fund the Scope of Work via escrow.
Microsoft will provide site layout/connection points, water/sewer demand
and fire-flow data, construction water requirements, traffic counts, and other
required data necessary to support the County’s engineer and consultants in
completing the Scope of Work. Further, Microsoft agrees to donate, at no
cost to the County or the City, any necessary easement or property rights on
property owned by Microsoft that may be necessary for the Infrastructure
Projects; provided however, Microsoft shall have the right to reasonably
approve the area, scope and extent of such easements or property rights.

Coordination. Representatives from the City, the County, and Microsoft will meet
on a reoccurring basis (i.e., weekly or biweekly) to provide progress updates. Design
deliverables prepared by Microsoft, if any, will be shared with the City and County
at mutually agreed upon design milestones for review. The City and the County will
review design deliverables and provide approval or feedback within ten (10)
business days and designate a single point of contact for approvals. Failure to
respond to a request for review of design deliverables within the review period shall
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be deemed an approval. Any requested changes to the design deliverables shall be
considered by the Parties, and good faith efforts shall be employed to incorporate
changes in design updates if such changes: (a) are necessary to meet established
regulatory requirements, (b) are reasonably necessary to ensure feasibility and
perpetual maintenance for the intended use serving the Project, or (c) are
reasonably necessary to meet public health and safety. Changes to the design that
materially alter the scope/schedule/cost of the Infrastructure Projects outside of a
formal design deliverable milestones will require approval by Microsoft under the
same process and criteria outlined in this Section for design deliverable milestone
review and approval.
Design deliverables prepared by the County shall be shared with Microsoft and the
City at mutually agreed upon design milestones for review. Microsoft and the City
will review design deliverables and provide approval or feedback within ten (10)
business days and designate a single point of contact for approvals. Failure to
respond to a request for review of design deliverables within the review period shall
be deemed an approval. Any requested changes to the design deliverables shall be
considered by the Parties, and good faith efforts shall be employed to incorporate
changes in design updates if such changes: (a) are necessary to meet established
regulatory requirements, (b) are reasonably necessary to ensure feasibility for the
intended use serving the Project, or (c) are reasonably necessary to meet public
health and safety. Changes to the design that materially alter the
scope/schedule/cost of the Infrastructure Projects outside of a formal design
deliverable milestones will require approval by the County under the same process
and criteria outlined in this Section for design deliverable milestone review and
approval.
3.

Term. The term of this MOU shall commence on the Effective Date and terminate
on the earlier of: (i) County’s completion of the Scope of Work; (ii) ninety (90) days
after the delivery of a written Termination Notice (defined below); or (iii) on the date
that is twenty-four (24) months from the Effective Date. During the Term of this
MOU, any Party may for any reason send the other Parties a written notice of
termination (a “Termination Notice”), which shall terminate this MOU ninety (90)
days after the date on which the Termination Notice is delivered to the other Party.
Upon termination, all responsibilities of the Parties shall cease, except that Microsoft
shall reimburse the County for all Costs (defined below) incurred prior to the
County’s receipt of the Termination Notice including any design costs incurred and

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for any materials ordered in anticipation of the Infrastructure Projects. In the event
that termination is associated with the unsuccessful resolution of the IURC
Proceeding, then Microsoft and the County will cooperate in good faith to bring
alternative water and sewer services to the Project.
4.

Reimbursement. Subject in all cases to the Reimbursement Cap (defined below)
Microsoft agrees to reimburse the County for its reasonable and actual costs
incurred in conjunction with the Scope of Work (“Costs”).
4.1

Reimbursement Cap. The County will work through its project manager to
secure the scope of work and related contracts for all work items identified
in the Scope of work contained in Exhibit A. Notwithstanding any other
provision of this MOU, Microsoft shall not be obligated to reimburse the
County for its Costs exceeding Twelve Million Five Hundred Seventy-Seven
Thousand Three Hundred Seventy-Five Dollars ($12,577,375.00) in the
aggregate (the “Reimbursement Cap”). The County agrees that it shall be
solely responsible for any amounts expended in excess of the
Reimbursement Cap for the Scope of Work, unless Microsoft has approved
any such excess in writing as a signed amendment to this MOU which
modifies the Reimbursement Cap herein. Further, the parties agree that
should expenses be required that exceed the Reimbursement Cap or are not
approved by Microsoft, the County and the City have the option to stop all
work on the Infrastructure Projects with no further obligations until such time
additional funds are provided or approved, subject to Microsoft’s approval,
not to be unreasonably withheld.

4.2

Invoicing. The County shall invoice Microsoft for Costs on no more than a
monthly basis, not later than the 15th day after the conclusion of the month
in which Costs were incurred, providing reasonable detail, including time
spent on the Review, each staff member’s hourly rate as well as
documentation of all consulting fees, materials costs and other itemized
expenses, together with invoices for any such third-party Costs. Microsoft
shall review and either reasonably approve or disapprove, in whole or in part,
each such invoice within ten (10) business days, and such approved Costs
shall be paid in accordance with Section 4.3.

4.3

Escrow. Microsoft shall establish an interest-bearing escrow account (the
“Account”) with First American Title Company (Escrow Officer Crystal Flood,
Seattle, Washington) (the “Title Company”) to fund the payment of the
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reimbursements due and payable to the County under this MOU. Microsoft
will ensure the Account contains sufficient funds (“Funds”) for the
reimbursement of Costs approved by Microsoft for reimbursement under
this MOU, provided that the Funds shall not exceed the Reimbursement Cap
in the aggregate. The Title Company shall disburse the Funds only in
accordance with Microsoft’s written instructions, substantially in the form
attached hereto as Exhibit C. The Funds are for the sole account and direction
of Microsoft and shall not be subject to the instructions of the County.
Microsoft may at any time instruct in writing that the Funds be returned to
Microsoft or paid to other payees as directed by Microsoft in writing.
Notwithstanding the foregoing, Microsoft agrees that provided Microsoft
has approved the County’s request for reimbursement for Costs incurred by
the County in accordance with this MOU, Microsoft shall not delay
instructions to the Title Company to reimburse the County for such eligible
Costs.
5. Timing. Time is of the essence for all obligations under this MOU. The Parties
acknowledge that establishing the Account contemplated herein may require thirty (30)
or more days following the Effective Date. Notwithstanding the foregoing, the County
is authorized to commence work on the Scope of Work prior to the establishment of
the Account, provided that (i) such work is consistent with the Scope of Work and any
mutually agreed schedule, (ii) the County complies with all applicable laws and
permitting requirements, and (iii) Microsoft’s reimbursement obligations shall apply to
all eligible, documented Costs incurred by the County in accordance with this MOU.
6. Future Development Agreement. The Parties intend to negotiate and execute a
Development Agreement addressing construction responsibilities, costs, phasing of
construction of the Infrastructure Projects, easement acquisition costs, cost sharing and
reimbursements, construction schedule guarantees/liquidated damages, risk
allocation, Project environmental/permitting matters. This MOU does not bind the
Parties to construction of the Infrastructure Projects, or to any obligations not expressly
set forth herein until such future Development Agreement is executed.
7. Annexation. Microsoft, the City, and the County agree to undertake future discussions
prior to the creation of a Development Agreement regarding a mutually agreed upon
area of the Property not containing buildings or other significant areas of assessed
valuation with the Project or any future planned developments on the Property for use
by Microsoft can be the subject of a voluntary annexation. The agreed upon annexation

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area of the Property shall not adversely impact any planned use or development of the
Property.
8. No Joint Venture, Partnership, or Employment Relationship. The Parties do not
intend by this MOU to create a partnership or joint venture among themselves and
specifically disclaim any employer and employee relationship; this MOU merely sets
forth the terms and conditions of the obligations of Microsoft and the County
regarding reimbursement for Costs, and the City for engineering design review.
Microsoft shall not be deemed to employ or contract with any third-party consultant
of the County absent express written agreement with such person or firm, and
Microsoft shall not have control over the hours or work performed by any such person
or firm. No Party to this MOU is authorized to act as agent for any other Party or to
otherwise act on behalf of any other Party, except as otherwise expressly provided
herein. The County retains its sole jurisdiction and authority to approve any permits or
approvals required for the Project.
9. Public Records. The County and City acknowledge and agree that the public records
laws of the State of Indiana exempt from disclosure certain types of records, materials
and information, including trade secrets that may give advantage to competitors. The
County and the City agree to continue to maintain confidentiality of electronic and
tangible records relating to this MOU, the Project, and Microsoft (“Confidential
Information”) to the extent permitted by law. The Parties acknowledge that the County
is a political subdivision of the State of Indiana and therefore subject to the Access to
Public Records Act, Ind. Code 5-14-3 et seq. (“APRA”) and any records relating to the
Project or the Infrastructure Projects in the County’s possession are subject to APRA.
Such records which are not an exception to disclosure under APRA may be disclosed
to a requester, provided that the County will provide Microsoft with written notice of
any APRA request received by the County that relates to the Project or the
Infrastructure Projects as far in advance as practicable of any deadline for responding
to such request (except to the extent such notice would cause it to violate APRA) and
shall consult with Microsoft to evaluate the extent to which such records may be
withheld from disclosure under the provisions of APRA, and to the extent disclosure is
made, will disclose only such information as is required under APRA. The final
determination of whether a particular record is an exception to disclosure under APRA
shall be in the County’s sole discretion. Microsoft agrees to pay for any and all
reasonable costs and fees, including reasonable attorney fees, incurred by the County
to respond to any public records requests related to the Project or Infrastructure
Projects, including any costs and reasonable attorney fees associated with the defense
of any APRA complaints, or similar filings, which may be filed against the County as a
result of a public records request related to the Project or the Infrastructure Project,
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excluding any costs associated with any Regional Needs (collectively, the “APRA
Costs”). Microsoft agrees to pay APRA Costs up to Seventy-Five Thousand Dollars
($75,000.00) (“APRA Cost Limit”). The County shall provide Microsoft notice of when
the APRA Costs near APRA Cost Limit, and include any request for Microsoft to pay
more than the APRA Cost Limit. The County shall be responsible for any APRA Costs in
excess of the APRA Cost Limit, unless Microsoft approves an increase to the APRA Cost
Limit in writing as a signed amendment to this MOU. The APRA Costs shall be
reimbursed in the same manner as Costs as specified in Section 4. Nothing in this MOU
shall be interpreted as being contrary to the public record laws of the State of Indiana.
10. Notices. Except as otherwise provided in this MOU, any notice, request, consent,
instrument or other communication required or permitted under this MOU shall be in
writing and shall be deemed to have been duly given on the earlier to occur of (i) actual
receipt; (ii) the date of transmission in the case of email, (iii) the third calendar day after
being sent by registered or certified mail, return receipt requested, postage prepaid, or
(iv) the first business day after the date of transmission by overnight carrier to the
Parties (and to the person to whom copies shall be sent). Notices must be sent either
by email or mailed by certified or registered mail, postage prepaid, or overnight carrier,
addressed as follows:
If to Microsoft:

Microsoft Corporation
One Microsoft Way
Redmond, WA 98052-6399
Attn: Cloud Infrastructure and Acquisitions
Email: [email protected]

If to County:

St. Joseph County Board of Commissioners
227 W. Jefferson Blvd.
7th Floor County-City Building
South Bend, Indiana
Attn: President, Board of Commissioners
Email: [email protected]
St. Joseph County Redevelopment Commission
227 W. Jefferson Blvd.
11th Floor County-City Building
South Bend, Indiana
Attn: Executive Director Economic Development
Email: [email protected]

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If to City:

City of Mishawaka
100 Lincolnway West
Mishawaka, IN 46544
Attn- Board of Public Works and Safety
Email: [email protected]

11. Miscellaneous. The recitals set forth at the beginning of this document are
incorporated into this MOU and made a part hereof. This MOU contains the entire
agreement between the Parties with respect to the subject matter thereof. This MOU
may be executed in one or more counterparts, including delivery by email (e.g., pdf)
transmission, each of which shall be deemed an original and all of which together shall
constitute one and the same instrument. This MOU shall be governed by the laws of
the State of Indiana.
[Signatures follow]

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IN WITNESS WHEREOF, the Parties have caused this MOU to be executed as of
the Effective Date.
MICROSOFT

MICROSOFT CORPORATION,
a Washington corporation
By:
Name:
Title:
Date:

COUNTY

St. Joseph County Board of Commissioners
By:
Name:
Title:
Date:
St. Joseph County Redevelopment Commission
By:
Name:
Title:
Date:

,CITY
City of Mishawaka, Indiana
By:
Name:
Title:
Date:

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Exhibit A
Scope of Work

11

EXHIBIT A

PROFESSIONAL SERVICES — SCOPE & FEE SUMMARY
Cleveland Road Corridor Utility Improvements | St. Joseph County, Indiana

DLZ PROFESSIONAL SERVICES
The summary below is based on the scope of professional services and associated fees included in the DLZ agreement dated
March 3, 2026 for Project Rollercoaster Water Utility Improvements.

CAPITAL IMPROVEMENT PROJECTS (BID PACKAGES)
Project Name
Bid Package A: Cleveland
Road Jack & Bore

Bid Package B: Cleveland Rd /
Bittersweet Rd /
Douglas Rd Water Main
Extension
Bid Package C: Douglas Road
Jack & Bore

Description
~1,700 LF of 16" water main from
Capital Ave (SR 331) east past CN
Railroad; includes 7 casings for
water, sewer, fiber, and spare
crossings. Packaged with LFS Bid
Package A
~23,500 LF total of 16" water main:
Cleveland Rd (7,600 LF), Bittersweet
Rd (6,700 LF), and Douglas Rd (9,200
LF)
~1,800 LF of 16" water main along
Douglas Rd from east side of
Veteran’s Pkwy to east of CN
Railroad; includes 6 casings for
water, fiber, and spare crossing of CN
Railroad.

Key Schedule Milestones
Preliminary design: March 13, 2026
95% design: April 26, 2026
Final design/permit Applications: June 12, 2026
Anticipated bidding: August/September 2026
Target operational date: September 2027
Preliminary design: June 19, 2026
95% design: July 24, 2026
Final design/permit applications: August 21, 2026
Anticipated bidding: September/October 2026
Target operational date: September 2027
Preliminary design: May 15, 2026
95% design: July 10, 2026
Final design/permit applications: August 21, 2026
Anticipated bidding: September/October 2026
Target operational date: December 2027

SHARED PROGRAM-WIDE SERVICES INCLUDED IN THE DLZ AGREEMENT
The following services are included in the DLZ agreement as shared project-wide services and are not allocated by
the agreement to individual Bid Packages A, B, or C.
Shared Service
Project Management
Water System Conceptual Planning in Northeast St. Joseph County
Utilities Corridor Establishment
Client / Stakeholder / Design Consultant Coordination
Utility Coordination
Topographic Survey
Additional Survey and Other Investigative Services (Allowance)
Overall Project Schedule Development and Maintenance (Hourly Rate)
Geotechnical Investigations (Allowance)
Subsurface Utility Engineering (Allowance)
Property Acquisition
Permitting
Railroad Occupancy Agreement Application Assistance (Allowance)
Bid Phase Services
Reimbursables
Total Shared Services Fee

Fee
$235,000
$50,000
$40,000
$80,000
$30,000
$280,000
$50,000
$45,000
$285,000
$200,000
$550,000
$45,000
$70,000
$60,000
$10,000
$2,030,000

FEE SUMMARY
Category
Total Design Fees for Bid Packages A, B, and C (based on package-specific design line items
listed in the agreement)

Total Fee
$1,545,000

• Bid Package A: Prelim $162,000 | 95% $146,000 | Final $16,000
• Bid Package B: Prelim $445,000 | 95% $398,000 | Final $44,000
• Bid Package C: Prelim $167,000 | 95% $150,000 | Final $17,000

Total Shared Program-Wide Services, Allowances, Permitting, Bid Phase Services, and
Reimbursables
Total DLZ Fee for Proposed Scope of Services

$2,030,000
$3,575,000

LFA PROFESSIONAL SERVICES
The summary below is based on the scope of professional services and associated fees included in the Lawson-Fischer
Associates, P.C. (LFA) agreement from March 2026.

CAPITAL IMPROVEMENT PROJECTS (BID PACKAGES)
Project Name
Bid Package A: Cleveland
Road Jack & Bore

Bid Package B: Cleveland
Road Sanitary Sewer
Infrastructure

Bid Package C: Lift Station

Description
Design of gravity sanitary sewer and
force main, including casing pipe(s),
to be incorporated into a
coordinated jack-and-bore crossing
prepared with DLZ Bid Package A
Design of approximately 6,700 LF of
gravity sanitary sewer and associated
force main along Cleveland Road,
extending from east of S.R. 331 to a
new lift station west of Juday Creek
Design of a new submersible sanitary
lift station (approx. 600 gpm
capacity)

Key Schedule Milestones
Preliminary design: March 27, 2026
95% design: May 5, 2026
Final design/permit submittals: June 12, 2026
Anticipated bidding: August/September 2026
Preliminary design: June 18, 2026
95% design: July 28, 2026
Final design/permit submittals: August 22, 2026
Anticipated bidding: September/October 2026
Preliminary design: June 15, 2026
95% design: July 28, 2026
Final design/permit submittals: August 22, 2026
Anticipated bidding: September/October 2026

FEE SUMMARY
Task

Task Description

Fee

1

Project Coordination

$150,000

2

Preliminary Engineering

$75,000

3

Project Design

$366,000

4

Permitting

$37,000

5

Bid Services

$22,000

Total LFA Fee for Proposed Scope of Services

$650,000

LOCHMUELLER PROFESSIONAL SERVICES
The summary below is based on the scope of professional services and associated fees included in the Lochmueller Group, Inc.
On-Call Services Agreement dated January 8, 2026 and Amendment 1 from March 2026.In addition to the bid package below,
the Lochmueller scope of services also includes conceptual exhibits and layouts of long-term road improvements based on the
outcome of the traffic study and review of Microsoft delivered temporary road improvement projects.

BID PACKAGES
Project Name
Culvert Replacement

Description
Design of two 18” culvert
replacements along Cleveland Rd

Key Schedule Milestones
Preliminary design: within 30 days of
topographical survey
Final design: within 20 days of preliminary review
comments

FEE SUMMARY
Task

Task Description

Fee

1

On-call Contract

$50,000

2

Amendment No. 1 for Roadway and Culvert Design

$280,400

Total Lochmueller Fee for Proposed Scope of Services

$330,400

MCCORMICK PROFESSIONAL SERVICES
The summary below is based on the scope of professional services and associated fees included in the McCormick Engineering
agreement dated February 2026.

FEE SUMMARY
Task

Task Description

Fee

1

Project Management 2026

$305,000

2

Utility Coordination 2026

$47,500

3

Construction Management 2026

$275,000

4

Project Management 2027

$320,250

5

Utility Coordination 2027

$49,875

6

Construction Management 2027

$288,750

Total McCormick Fee for Proposed Scope of Services

$1,286,375

CBBEL PROFESSIONAL SERVICES
The summary below is based on the scope of professional services and associated fees included in the Christopher B. Burke
Engineering, LLC (CBBEL) agreement dated March 5, 2026. CBBEL will perform a wetland delineation for seven sites

totaling approximately 265 acres of right of way located southeast of Interstate 80 in Granger, Indiana.
FEE SUMMARY
Task

Task Description

Fee

1

Wetland field work and JD Coordination

$18,600

2

Report for USACE

$11,200

3

JD Submittal

$ 5,800

Total CBBEL Fee for Proposed Scope of Services

$35,600

OVERALL PROFESSIONAL SERVICES FEE SUMMARY
Total McCormick Fee for Project Management

$1,286,375

Professional Services

$400,000

Traffic Management/Enforcement

$300,000

All Property Acquisition - fair market value, up to maximum

$6,000,000

Total DLZ Fee for Proposed Scope of Services

$3,575,000

Total LFA Fee for Proposed Scope of Services

$650,000

Total Lochmueller Fee for Proposed Scope of Services

$330,400

Total CBBEL Fee for Proposed Scope of Services

$35,600

Total Fees for Proposed Scope of Services (MOU Cap)

$12,577,375

Exhibit B
County/City MOU

15

MEMORANDUM OF UNDERSTANDING REGARDING WATER AND SANITARY
SEWER SYSTEM UPGRADES
This Memorandum of Understanding (“MOU”), is made and entered into this 10th day of
February, 2026 by and between the St. Joseph County Redevelopment Commission (the
“RDC”), the St. Joseph County Board of Commissioners (the “County”), and the City of
Mishawaka, Indiana Utility Board (the “City”) collectively referred to as (the “Parties”).
RECITALS
WHEREAS, the Parties have had certain discussions regarding water and sewer
infrastructure improvements (the “Improvements”) to support development in the 2026 Capital
Avenue Economic Development Area (“CAEDA”); and
WHEREAS, the Parties, to meet certain development needs within the CAEDA, have
agreed certain improvements are necessary and in need of completion; and
WHEREAS, the existing water and sewer infrastructure is currently owned and operated
by the City; and
WHEREAS, the RDC desires to pay for certain costs associated with the Improvements
as to be agreed to by the Parties; and
WHEREAS, this MOU serves to summarize the agreement between the parties related to
said funding.
NOW, THEREFORE, in consideration of the foregoing premises and of the promises
and commitments herein contained, the parties hereby understand and agree as follows:
1.
The Improvements. Improvements may include any project that is mutually
agreed to by the City, County, and RDC, and shall also specifically include water and sewer
infrastructure improvements needed to serve the immediate and/or incremental demand for
growth in the area within or surrounding the CAEDA. Collectively, these improvements have
been determined by the Parties to be necessary for current and future development in the
CAEDA. The Parties further understand and agree that the RDC and the County, in their
discretion, shall make the final decision as to the need and necessity of any of the Improvements
the RDC and the County (or their development partners) are funding, and that by entering into
this Agreement, the RDC and the County does not commit, nor do they bind themselves to
perform all of the Improvements.
2.
Funding for the Upgrades. The RDC agrees to pay for the entire cost, or find
relevant funding sources, of any Improvements which it agrees to perform and shall dedicate the
Improvements to the City upon completion of the construction. This includes the design,
permitting, acquisition of right-of-way, acquisition of easements, construction administration,
construction observation, and other incidental costs, with the scope as determined by the City,
subject to the review and approval of the RDC. No additional direct expenditure of the City shall
be required, except where specifically enumerated and mutually agreed to ahead of time by the
City and RDC. The City will accept the dedication of the Improvements only if said

Improvements are built based on the design of a City chosen consulting firm based on the City’s
specifications, standards, and requirements that are current at the time of bidding, and further
informed and determined by a site-specific design. The parties understand and agree that the
RDC and County’s ability to fund the Improvements are contingent upon the formation of an
Economic Development Area and associated Tax Increment Financing which requires the
approvals of other boards, commissions, and political entities that are independent of this MOU.
Should said approvals not be obtained, the parties recognize and agree that the funding
obligations related to the improvements as set forth herein would need to be modified or voided
for lack of funding.
3.
Ownership and Maintenance. While the City shall maintain ownership of the
Improvements and be responsible for the continued and future maintenance of the
Improvements, the construction bidding and inspection process of the contemplated
Improvements shall be performed by a City chosen consulting firm that shall be coordinated by
the RDC and the County. If deemed necessary by the City, the City reserves the right to provide
additional inspection services above and beyond those identified in item #2 above, as well as the
ability to assign additional staffing to the Improvements project, at its own expense, once
construction commences.
4.
Sharing of Information. The City, upon request, agrees to share with the RDC
and County, and their engineers and consultants, any and all information reasonably necessary
for design, construction, and completion of the Improvements. RDC and the County agree and
understand that the City must approve any and all design specifications for the Improvements,
which approval shall not be unreasonably withheld and shall be provided within a reasonable
time, and, the City may require reasonable changes to specifications so that the Improvements
conform to the City’s standards. The RDC and the County, or their designated representative,
shall review and approve the City’s requested changes prior to implementation and shall not be
required to pay for any changes which the RDC and County do not approve prior to
implementation.
5.
Bonding. RDC and the County agree and understand that the City shall not be
named as a beneficiary of any payment, or performance bond contemplated under Title 36 of the
Indiana Code or the City’s Prevailing and Supplemental Specifications and that should a dispute
or issue arise related to the integrity of the construction on the Improvement, the RDC and the
County shall be the responsible entity relative to the items covered by the payment and
performance bond. The City shall assist and provide guidance relative to matters concerning
City related improvements when issues of payment and performance arise. RDC and the County
agree and understand that the City shall be named as a beneficiary of any maintenance bond
contemplated under Title 36 of the Indiana Code or the City’s Prevailing and Supplemental
Specifications and that should a dispute or issue arise related to the integrity of the construction
on the Improvement, the RDC and County’s requirement under this Section to apply
maintenance bond proceeds shall only be applicable to the extent that said proceeds are payable
under the bonds. Once improvements are accepted by the City, application of the maintenance
bond proceeds shall be the only financial responsibility of the RDC and the County under this
2

Section. Further, the City agrees to take any action necessary to make claims under any
applicable warranties which may be available under the Improvements.
6.
The Parties hereto agree and understand that any and all future property
developments which connect to the Improvements contemplated in this MOU shall be subject to
the City Ordinances, including local rules and rates related to water, sewer, stormwater and
system development charges.

7. Non-Discrimination. Pursuant to Ind. Code § 22-9-1-1-10 and the St. Joseph County
Human Rights Ordinance, no party to this MOU nor any of their contractors or subcontractors
shall discriminate against any employee or applicant for employment, to be employed in the
performance of any work under this MOU with respect to hire, tenure, terms or conditions or
privileges of employment, or any matter directly or indirectly related to employment because of
race, color, religion, sex, disability, national origin, ancestry, or veteran status, or any other
protected class under federal, state, or local law or ordinance. Breach of this covenant may be
regarded as a material breach of this MOU.
8.
Duration of MOU. This MOU will remain in full force and effect until the
completion of the Improvements or termination by either party upon providing thirty (30) days
written notice to the other party.
9.

Miscellaneous:
(a) Amendment: This MOU may be amended only by the mutual written consent
of the parties approved and executed in the same manner as this Agreement.
(b) No Other Agreement. Except as otherwise expressly provided herein, this
MOU supersedes all prior agreements, negotiations, and discussions relative to
the subject matter hereof and is a full integration of the agreement of the parties.
If conflicts are identified, the City, County, and RDC shall be responsible for
collectively rectifying discrepancies between all prior agreements, negotiations,
and discussions relative to the subject matter hereof jointly and shall be mutually
agreed to by all parties.
(c) Severability. If any provision, covenant, agreement, or portion thereof or its
application to any person, entity or property is held invalid, such invalidity shall
not affect the application or validity of any other provisions, covenants,
agreements, or portions of this MOU, and to that end, any provisions, covenants,
agreements, or portions of this MOU are declared to be severable.
(d) Indiana Law. This MOU shall be governed by and construed in accordance
with the laws of the State of Indiana.
(e) Notice. Any notices required or permitted under this Agreement shall be
given to the parties at their respective mailing addresses provided below by
deposit in the United States mail, certified mail, return receipt requested, with

3

proper postage affixed thereto, and which notices shall be effective three (3) days
after the date of receipt:
The County:
St. Joseph County Board of Commissioners
County-City Building, 7th Floor
227 W. Jefferson Blvd.
South Bend, Indiana 46601
The RDC:
St. Joseph County Redevelopment Commission
County-City Building, 11th Floor
227 W. Jefferson Blvd.
South Bend, Indiana 46601

The City:
City of Mishawaka Utility Board
Mishawaka City Hall
100 Lincolnway West
Mishawaka, Indiana 46544

(f) Binding Effect: This MOU shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors and assigns.
(g) Counterparts: This MOU may be executed in several counterparts, each of
which shall be an original and all of which shall constitute but one and the same
agreement.
(h) Venue: Any dispute arising out of or related to this MOU shall be brought
solely and exclusively in the Superior and/or Circuit Courts located in St. Joseph
County, Indiana, and the parties hereto expressly consent to the sole and exclusive
jurisdiction of these courts.
IN WITNESS WHEREOF, the parties have duly executed this MOU pursuant to all
requisite authorizations as of the date first above written.
St. Joseph County Redevelopment Commission:

4

Alo
Dennis Jordan,

President

Oo
St. Joseph County Board of Commissioners

Carl Baxmey

aon

City of Mishawaka, Utility Board:

Kenneth B. Prince, President

Rebecca Maguire, Vice President

Anthony (Tony) Violi, Member

on

ADOPTED AND

APPROVED

(Fbriae

__

at meeting of the
10
a

,

St. Joseph County Redevelopment Commission on

2024
St. Joseph County Redevelopment Commission

ordan, Presiden

Nick Troiola

Dustin Brown

Exhibit C
Escrow Instructions

23

MICROSOFT CONFIDENTIAL
[NTD: Confirm form of Escrow Instructions is acceptable to First American prior to finalizing IDA
with AHJ/Utility.]

ESCROW INSTRUCTIONS

To:

First American Title Insurance Company
920 Fifth Avenue, Suite 1200
Seattle, Washington 98104
Attention: Crystal Flood

Re:

1. Definitions. The following definitions apply in these Escrow Instructions (these “Instructions”):
1.1. Title Company. First American Title Insurance Company.
1.2. Microsoft. Microsoft Corporation, a Washington corporation.
1.3. All capitalized terms not defined herein shall have the respective meanings ascribed thereto
in that certain, fully executed [Agreement] by and between the [AHJ/Utility] (“Counterparty”)
and Microsoft (the “Agreement”) effective as of [DATE].
2. Deposit of Funds. Promptly following the mutual execution and delivery of these Instructions by
Title Company and Microsoft, Microsoft shall deposit [$AMOUNT] with the Title Company to fund
payment of the consideration due and payable to Counterparty under the Agreement (the
“Funds”). Microsoft is depositing the Funds for the convenience of funding its applicable
disbursement obligation now arising under the Agreement.
3. Investment of Funds. To the extent requested by Microsoft pursuant to separate written
instructions, the Title Company shall hold the Funds in an interest-bearing account (the
“Account”). All interest or other income earned on the Account shall remain as part of the Funds
and disbursed in accordance with these Instructions. All income on the Funds shall be reported
to the account of Microsoft for federal income tax purposes, and Microsoft shall provide Title
Company with a 1099 therefor.
4. Disbursement of Funds. Title Company shall disburse the Funds only in accordance with
Microsoft’s written instructions. The Funds are for the sole account of Microsoft and not subject
to the instructions of Counterparty. Microsoft may at any time instruct in writing that the Funds
be returned to Microsoft or paid to other payees as directed by Microsoft in writing.
5. Notices. All notices, demands, requests, consents and approvals that may, or are required to,
be given by any party to any other party hereunder shall be in writing and shall be deemed to have
been duly given if (a) delivered personally, (b) sent by a nationally recognized overnight delivery
service, (c) electronically transmitted via email with receipt confirmed, or (d) if mailed or

-1508583737.2

deposited in the United States mail and sent by registered or certified mail, return receipt
requested, postage prepaid to:
To Title Company:
First American Title Insurance Company
920 Fifth Avenue, Suite 1200
Seattle, Washington 98104
Attention: Crystal Flood
Phone: (206) 965-5877
Email: [email protected]
If to Microsoft:
Microsoft Corporation
One Microsoft Way
Redmond, WA 98052
Attention: CO+I Land Development
Email: [email protected]
With copies to:
Microsoft Corporation
CELA - CO+1
One Microsoft Way
Redmond, WA 98052
Email: [email protected]
All notices shall be deemed given on the day such notice is delivered (or if refused, the date of
such refusal) or transmitted by email (provided that confirmation of email transmission is before
5:00 p.m. on a Business Day, and, if after such time, then on the next Business Day) or on the
third business day following the date such notice is mailed in accordance with this Section. Any
notice given by counsel to a party shall have the same effect as if given by such party. The above
addresses and phone numbers may be changed by written notice to be provided the other party
in accordance with this Section; provided, however, that no notice of a change of address shall
be effective until actual receipt of such notice.
6. Costs. In connection with these Instructions and upon disbursement of the Funds to the
Counterparty, Microsoft shall pay a fee of $1,103.50 (including sales tax) to the Title Company to
cover their services.
7. Attorneys’ Fees. If any legal action or other proceeding is brought for the enforcement of this
escrow, or relating to any disputes in connection with any of the provisions of this escrow, the
substantially prevailing party shall be entitled to recover the reasonable attorneys’ fees
(including those in any bankruptcy or insolvency proceeding), accountants’ and other experts’
fees and all other fees, expenses and costs incurred in connection with that action or
proceeding, in addition to any other relief to which it may be entitled.

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[SIGNATURES APPEAR ON NEXT PAGE]

-3-

MICROSOFT CONFIDENTIAL
IN WITNESS WHEREOF, Microsoft and Title Company have caused this Agreement to be
executed as of the date of the last signature to be provided as indicated below both parties’
signatures hereinbelow.
MICROSOFT:
MICROSOFT CORPORATION, a Washington corporation
By:
Name: _______________________________________
Title: _______________________________________
Date:

TITLE COMPANY:
FIRST AMERICAN TITLE INSURANCE COMPANY
By:
Name: Crystal Flood
Title: Commercial Closing Counsel
Date:

[Signature Page to Disbursement Instructions]
508583737.2

DEREK D. DIETER
County Surveyor
SKY K. MEDORS, P.E.
County Engineer
WILLIAM S. SCHALLIOL, ESQ.
Executive Dir. of Economic Development
SHAWN A. KLEIN, AICP
Executive Dir. of Area Plan Commission

DEPARTMENT OF INFRASTRUCTURE, PLANNING & GROWTH

BOARD OF COMMISSIONERS
CARL H. BAXMEYER
District 1
RAFAEL MORTON
District 2
ANTHONY “TONY” HAZEN
District 3

March 10, 2026
Board of Commissioners of
St. Joseph County, Indiana
Room 722 County-City Building
South Bend, Indiana 46601
APPROVAL OF CONSTRUCTION ENGINEERING SERVICE AGREEMENT – DES. NO. 2100024 –
FOR DOUGLAS ROAD AT BITTERSWEET ROAD INTERSECTION IMPROVEMENT,
ROUNDABOUT

Subject:

Dear Commissioners:
In February 2026, the Board of Commissioners approved the selection of the DLZ Indiana, LLC for the
Construction Engineering Services for the above Project.
Attached is the agreement for your consideration. The agreement outlines the responsibilities of each party
and establishes a not-to-exceed amount of $419,400.00 for the services rendered.
These services are 80% reimbursable through the Federal Aid program.
Public Works has reviewed the fees and deem them reasonable for the scope of work. We recommend your
approval.
Thank you for your consideration.
Respectfully Submitted,

APPROVED THIS ______DAY OF MAR, 2026
BOARD OF COMMISSIONERS OF
ST. JOSEPH COUNTY, INDIANA

Sky K. Medors, P.E.
County Engineer

__________________________________
Carl H. Baxmeyer, President

SKM:skm

___________________________________
Anthony “Tony” Hazen, Vice President

c:

file

___________________________________
Rafael Morton, Member

PLANNING & ZONING | PUBLIC WORKS | SURVEYOR | DRAINAGE | ENVIRONMENTAL | ECONOMIC DEVELOPMENT

FILENAME: Douglas Bittersweet CE Agreement Approval
Request BOC Agenda

227 W. Jefferson Blvd. | 7th & 11th Fl. | South Bend, IN 46601
P: (574) 235-7800 | F: (574) 235-5057

Version 6-8-2017

LPA - CONSULTING CONTRACT
This Contract (“this Contract”) is made and entered into effective as of
, 20
(“Effective
Date”) by and between St. Joseph County Board of Commissioners, acting by and through its proper
officials (“LOCAL PUBLIC AGENCY” or “LPA”), and DLZ Indiana, LLC (“the CONSULTANT”), a
corporation/limited liability company organized under the laws of the State of Indiana.
Des. No.: 2100024 (INDOT Contract R-44113)
Project Description: Intersection Improvements – Construction of a new Roundabout at the intersection of
Douglas Road and Bittersweet Road in St. Joseph County, Indiana

RECITALS
WHEREAS, the LPA has entered into an agreement to utilize federal monies with the Indiana Department of
Transportation (“INDOT”) for a transportation or transportation enhancement project (“the Project”), which
Project Coordination Contract is herein attached as Attachment 1 and incorporated as reference; and
WHEREAS, the LPA wishes to hire the CONSULTANT to provide services toward the Project completion
more fully described in Appendix “A” attached hereto (“Services”);
WHEREAS, the CONSULTANT has extensive experience, knowledge and expertise relating to these
Services; and
WHEREAS, the CONSULTANT has expressed a willingness to furnish the Services in connection therewith.
NOW, THEREFORE, in consideration of the following mutual covenants, the parties hereto mutually
covenant and agree as follows:
The “Recitals” above are hereby made an integral part and specifically incorporated into this Contract.
SECTION I
SERVICES BY CONSULTANT. The CONSULTANT will provide the Services and
deliverables described in Appendix “A” which is herein attached to and made an integral part of this Contract.
SECTION II
INFORMATION AND SERVICES TO BE FURNISHED BY THE LPA.
The
information and services to be furnished by the LPA are set out in Appendix "B” which is herein attached to
and made an integral part of this Contract.
SECTION III
TERM. The term of this Contract shall be from the date of the last signature affixed to
this Contract to the completion of the construction contract which is estimated to be December 31, 2028. A
schedule for completion of the Services and deliverables is set forth in Appendix “C” which is herein attached
to and made an integral part of this Contract.
SECTION IV
COMPENSATION. The LPA shall pay the CONSULTANT for the Services performed
under this Contract as set forth in Appendix “D” which is herein attached to and made an integral part of this
Contract. The maximum amount payable under this Contract shall not exceed $ 419,400.00.
SECTION V
NOTICE TO PROCEED AND SCHEDULE. The CONSULTANT shall begin the work
to be performed under this Contract only upon receipt of the written notice to proceed from the LPA, and shall
deliver the work to the LPA in accordance with the schedule contained in Appendix "C" which is herein
attached to and made an integral part of this Contract.

1

Version 6-8-2017

SECTION VI

GENERAL PROVISIONS

1.

Access to Records. The CONSULTANT and any SUB-CONSULTANTS shall maintain all books,
documents, papers, correspondence, accounting records and other evidence pertaining to the cost
incurred under this Contract, and shall make such materials available at their respective offices at all
reasonable times during the period of this Contract and for five (5) years from the date of final
payment under the terms of this Contract, for inspection or audit by the LPA, INDOT and/or the
Federal Highway Administration (“FHWA”) or its authorized representative, and copies thereof shall
be furnished free of charge, if requested by the LPA, INDOT, and/or FHWA. The CONSULTANT
agrees that, upon request by any agency participating in federally-assisted programs with whom the
CONSULTANT has contracted or seeks to contract, the CONSULTANT may release or make
available to the agency any working papers from an audit performed by the LPA, INDOT and/or
FHWA of the CONSULTANT and its SUB-CONSULTANTS in connection with this Contract,
including any books, documents, papers, accounting records and other documentation which support
or form the basis for the audit conclusions and judgments.

2.

Assignment; Successors.
A.

The CONSULTANT binds its successors and assignees to all the terms and conditions of this
Contract. The CONSULTANT shall not assign or subcontract the whole or any part of this
Contract without the LPA’s prior written consent, except that the CONSULTANT may assign
its right to receive payments to such third parties as the CONSULTANT may desire without the
prior written consent of the LPA, provided that the CONSULTANT gives written notice
(including evidence of such assignment) to the LPA thirty (30) days in advance of any payment
so assigned. The assignment shall cover all unpaid amounts under this Contract and shall not
be made to more than one party.

B.

Any substitution of SUB-CONSULTANTS must first be approved and receive written
authorization from the LPA. Any substitution or termination of a Disadvantaged Business
Enterprise (“DBE”) SUB-CONSULTANT must first be approved and receive written
authorization from the LPA and INDOT’s Economic Opportunity Division Director.

3.

Audit. The CONSULTANT acknowledges that it may be required to submit to an audit of funds
paid through this Contract. Any such audit shall be conducted in accordance with 48 CFR part 31 and
audit guidelines specified by the State and/or in accordance with audit requirements specified
elsewhere in this Contract.

4.

Authority to Bind Consultant. The CONSULTANT warrants that it has the necessary authority to
enter into this Contract. The signatory for the CONSULTANT represents that he/she has been duly
authorized to execute this Contract on behalf of the CONSULTANT and has obtained all necessary or
applicable approval to make this Contract fully binding upon the CONSULTANT when his/her
signature is affixed hereto.

5.

Certification for Federal-Aid Contracts Lobbying Activities.
A.

The CONSULTANT certifies, by signing and submitting this Contract, to the best of its
knowledge and belief after diligent inquiry, and other than as disclosed in writing to the LPA
prior to or contemporaneously with the execution and delivery of this Contract by the
CONSULTANT, the CONSULTANT has complied with Section 1352, Title 31, U.S. Code,
and specifically, that:
i.

No federal appropriated funds have been paid, or will be paid, by or on behalf of the
CONSULTANT to any person for influencing or attempting to influence an officer or
employee of any federal agency, a Member of Congress, an officer or employee of
Congress, or an employee of a Member of Congress in connection with the awarding of
any federal contracts, the making of any federal grant, the making of any federal loan, the

2

Version 6-8-2017

entering into of any cooperative agreement, and the extension, continuation, renewal,
amendment, or modification of any federal contract, grant, loan, or cooperative
agreement.
ii.

B.

If any funds other than federal appropriated funds have been paid or will be paid to any
person for influencing or attempting to influence an officer or employee of any Federal
agency, a Member of Congress, an officer or employee of Congress, or an employee of a
Member of Congress in connection with this federal Contract, grant, loan, or cooperative
agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure
Form to Report Lobbying," in accordance with its instructions.

The CONSULTANT also agrees by signing this Contract that it shall require that the language
of this certification be included in all lower tier subcontracts, which exceed $100,000, and that
all such sub-recipients shall certify and disclose accordingly. Any person who fails to sign or
file this required certification shall be subject to a civil penalty of not less than $10,000 and not
more than $100,000 for each failure.

6.

Changes in Work. The CONSULTANT shall not commence any additional work or change the
scope of the work until authorized in writing by the LPA. The CONSULTANT shall make no claim
for additional compensation or time in the absence of a prior written approval and amendment
executed by all signatories hereto. This Contract may be amended, supplemented or modified only by
a written document executed in the same manner as this Contract. The CONSULTANT acknowledges
that no claim for additional compensation or time may be made by implication, oral agreements,
actions, inaction, or course of conduct.

7.

Compliance with Laws.
A.

The CONSULTANT shall comply with all applicable federal, state and local laws, rules,
regulations and ordinances, and all provisions required thereby to be included herein are hereby
incorporated by reference. If the CONSULTANT violates such rules, laws, regulations and
ordinances, the CONSULTANT shall assume full responsibility for such violations and shall
bear any and all costs attributable to the original performance of any correction of such acts.
The enactment of any state or federal statute, or the promulgation of regulations thereunder,
after execution of this Contract, shall be reviewed by the LPA and the CONSULTANT to
determine whether formal modifications are required to the provisions of this Contract.

B.

The CONSULTANT represents to the LPA that, to the best of the CONSULTANT’S
knowledge and belief after diligent inquiry and other than as disclosed in writing to the LPA
prior to or contemporaneously with the execution and delivery of this Contract by the
CONSULTANT:
i.

State of Indiana Actions. The CONSULTANT has no current or outstanding criminal,
civil, or enforcement actions initiated by the State of Indiana pending, and agrees that it
will immediately notify the LPA of any such actions. During the term of such actions,
CONSULTANT agrees that the LPA may delay, withhold, or deny work under any
supplement or amendment, change order or other contractual device issued pursuant to
this Contract.

ii.

Professional Licensing Standards.
The CONSULTANT, its employees and
SUBCONSULTANTS have complied with and shall continue to comply with all
applicable licensing standards, certification standards, accrediting standards and any
other laws, rules or regulations governing services to be provided by the CONSULTANT
pursuant to this Contract.

3

Version 6-8-2017

C.

D.

8.

iii.

Work Specific Standards.
The CONSULTANT and its SUB-CONSULTANTS, if
any, have obtained, will obtain and/or will maintain all required permits, licenses,
registrations and approvals, as well as comply with all health, safety, and environmental
statutes, rules, or regulations in the performance of work activities for the LPA.

iv.

Secretary of State Registration. If the CONSULTANT is an entity described in IC Title
23, it is properly registered and owes no outstanding reports with the Indiana Secretary of
State.

v.

Debarment and Suspension of CONSULTANT. Neither the CONSULTANT nor its
principals are presently debarred, suspended, proposed for debarment, declared ineligible,
or voluntarily excluded from entering into this Contract by any federal agency or by any
department, agency or political subdivision of the State and will immediately notify the
LPA of any such actions. The term “principal” for purposes of this Contract means an
officer, director, owner, partner, key employee, or other person with primary
management or supervisory responsibilities, or a person who has a critical influence on or
substantive control over the operations of the CONSULTANT or who has managerial or
supervisory responsibilities for the Services.

vi.

Debarment and Suspension of any SUB-CONSULTANTS. The CONSULTANT’s SUBCONSULTANTS are not presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from entering into this Contract by any
federal agency or by any department, agency or political subdivision of the State. The
CONSULTANT shall be solely responsible for any recoupment, penalties or costs that
might arise from the use of a suspended or debarred SUBCONSULTANT. The
CONSULTANT shall immediately notify the LPA and INDOT if any SUBCONSULTANT becomes debarred or suspended, and shall, at the LPA’s request, take all
steps required by the LPA to terminate its contractual relationship with the SUBCONSULTANT for work to be performed under this Contract.

Violations. In addition to any other remedies at law or in equity, upon CONSULTANT’S
violation of any of Section 7(A) through 7(B), the LPA may, at its sole discretion, do any one or
more of the following:
i.

terminate this Contract; or

ii.

delay, withhold, or deny work under any supplement or amendment, change order or
other contractual device issued pursuant to this Contract.

Disputes. If a dispute exists as to the CONSULTANT’s liability or guilt in any action initiated
by the LPA, and the LPA decides to delay, withhold, or deny work to the CONSULTANT, the
CONSULTANT may request that it be allowed to continue, or receive work, without delay.
The CONSULTANT must submit, in writing, a request for review to the LPA. A determination
by the LPA under this Section 7.D shall be final and binding on the parties and not subject to
administrative review. Any payments the LPA may delay, withhold, deny, or apply under this
section shall not be subject to penalty or interest under IC 5-17-5.

Condition of Payment. The CONSULTANT must perform all Services under this Contract to the
LPA’s reasonable satisfaction, as determined at the discretion of the LPA and in accordance with all
applicable federal, state, local laws, ordinances, rules, and regulations. The LPA will not pay for
work not performed to the LPA’s reasonable satisfaction, inconsistent with this Contract or performed
in violation of federal, state, or local law (collectively, “deficiencies”) until all deficiencies are
remedied in a timely manner.

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9.

Confidentiality of LPA Information.
A.

The CONSULTANT understands and agrees that data, materials, and information disclosed to
the CONSULTANT may contain confidential and protected information. Therefore, the
CONSULTANT covenants that data, material, and information gathered, based upon or
disclosed to the CONSULTANT for the purpose of this Contract, will not be disclosed to others
or discussed with third parties without the LPA’s prior written consent.

B.

The parties acknowledge that the Services to be performed by the CONSULTANT for the LPA
under this Contract may require or allow access to data, materials, and information containing
Social Security numbers and maintained by the LPA in its computer system or other records. In
addition to the covenant made above in this section and pursuant to 10 IAC 5-3-1(4), the
CONSULTANT and the LPA agree to comply with the provisions of IC 4-1-10 and IC 4-1-11.
If any Social Security number(s) is/are disclosed by the CONSULTANT, the CONSULTANT
agrees to pay the cost of the notice of disclosure of a breach of the security of the system in
addition to any other claims and expenses for which it is liable under the terms of this Contract.

10.

Delays and Extensions. The CONSULTANT agrees that no charges or claim for damages shall be
made by it for any minor delays from any cause whatsoever during the progress of any portion of the
Services specified in this Contract. Such delays, if any, shall be compensated for by an extension of
time for such period as may be determined by the LPA subject to the CONSULTANT's approval, it
being understood, however, that permitting the CONSULTANT to proceed to complete any services,
or any part of them after the date to which the time of completion may have been extended, shall in no
way operate as a waiver on the part of the LPA of any of its rights herein. In the event of substantial
delays or extensions, or change of any kind, not caused by the CONSULTANT, which causes a
material change in scope, character or complexity of work the CONSULTANT is to perform under
this Contract, the LPA at its sole discretion shall determine any adjustments in compensation and in
the schedule for completion of the Services. CONSULTANT must notify the LPA in writing of a
material change in the work immediately after the CONSULTANT first recognizes the material
change.

11.

DBE Requirements.
A.

Notice is hereby given to the CONSULTANT and any SUB-CONSULTANT, and both agree,
that failure to carry out the requirements set forth in 49 CFR Sec. 26.13(b) shall constitute a
breach of this Contract and, after notification and failure to promptly cure such breach, may
result in termination of this Contract or such remedy as INDOT deems appropriate. The
referenced section requires the following assurance to be included in all subsequent contracts
between the CONSULTANT and any SUB-CONSULTANT:
The CONSULTANT, sub recipient or SUB-CONSULTANT shall not discriminate
on the basis of race, color, national origin, or sex in the performance of this
Contract. The CONSULTANT shall carry out applicable requirements of 49 CFR
Part 26 in the award and administration of DOT-assisted contracts. Failure by the
CONSULTANT to carry out these requirements is a material breach of this
Contract, which may result in the termination of this Contract or such other
remedy, as INDOT, as the recipient, deems appropriate.

B.

The CONSULTANT shall make good faith efforts to achieve the DBE percentage goal that may
be included as part of this Contract with the approved DBE SUB-CONSULTANTS identified
on its Affirmative Action Certification submitted with its Letter of Interest, or with approved
amendments. Any changes to a DBE firm listed in the Affirmative Action Certification must be
requested in writing and receive prior approval by the LPA and INDOT’s Economic
Opportunity Division Director. After this Contract is completed and if a DBE SUBCONSULTANT has performed services thereon, the CONSULTANT must complete, and
return, a Disadvantaged Business Enterprise Utilization Affidavit (“DBE-3 Form”) to INDOT’s

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Economic Opportunity Division Director. The DBE-3 Form requires certification by the
CONSULTANT AND DBE SUB-CONSULTANT that the committed contract amounts have
been paid and received.
12.

Non-Discrimination.
A.

Pursuant to I.C. 22-9-1-10, the Civil Rights Act of 1964, and the Americans with Disabilities Act,
the CONSULTANT shall not discriminate against any employee or applicant for employment, to
be employed in the performance of work under this Contract, with respect to hire, tenure, terms,
conditions or privileges of employment or any matter directly or indirectly related to employment,
because of race, color, religion, sex, disability, national origin, ancestry or status as a veteran.
Breach of this covenant may be regarded as a material breach of this Contract. Acceptance of this
Contract also signifies compliance with applicable federal laws, regulations, and executive orders
prohibiting discrimination in the provision of services based on race, color, national origin, age,
sex, disability or status as a veteran.

B

The CONSULTANT understands that the LPA is a recipient of federal funds. Pursuant to that
understanding, the CONSULTANT agrees that if the CONSULTANT employs fifty (50) or more
employees and does at least $50,000.00 worth of business with the State and is not exempt, the
CONSULTANT will comply with the affirmative action reporting requirements of 41 CFR 601.7. The CONSULTANT shall comply with Section 202 of executive order 11246, as amended,
41 CFR 60-250, and 41 CFR 60-741, as amended, which are incorporated herein by specific
reference. Breach of this covenant may be regarded as a material breach of Contract.
It is the policy of INDOT to assure full compliance with Title VI of the Civil Rights Act of
1964, the Americans with Disabilities Act and Section 504 of the Vocational Rehabilitation Act
and related statutes and regulations in all programs and activities. Title VI and related statutes
require that no person in the United States shall on the grounds of race, color or national origin
be excluded from participation in, be denied the benefits of, or be subjected to discrimination
under any program or activity receiving Federal financial assistance. (INDOT’s Title VI
enforcement shall include the following additional grounds: sex, ancestry, age, income status,
religion and disability.)

C.

The CONSULTANT shall not discriminate in its selection and retention of contractors,
including without limitation, those services retained for, or incidental to, construction, planning,
research, engineering, property management, and fee contracts and other commitments with
persons for services and expenses incidental to the acquisitions of right-of-way.

D.

The CONSULTANT shall not modify the Project in such a manner as to require, on the basis of
race, color or national origin, the relocation of any persons. (INDOT's Title VI enforcement will
include the following additional grounds; sex, ancestry, age, income status, religion and
disability).

E.

The CONSULTANT shall not modify the Project in such a manner as to deny reasonable access
to and use thereof to any persons on the basis of race, color or national origin. (INDOT’s Title
VI enforcement will include the following additional grounds; sex, ancestry, age, income status,
religion and disability.)

F.

The CONSULTANT shall neither allow discrimination by contractors in their selection and
retention of subcontractors, leasors and/or material suppliers, nor allow discrimination by their
subcontractors in their selection of subcontractors, leasors or material suppliers, who participate
in construction, right-of-way clearance and related projects.

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G.

The CONSULTANT shall take appropriate actions to correct any deficiency determined by
itself and/or the Federal Highway Administration (“FHWA”) within a reasonable time period,
not to exceed ninety (90) days, in order to implement Title VI compliance in accordance with
INDOT’s assurances and guidelines.

H.

During the performance of this Contract, the CONSULTANT, for itself, its assignees and
successors in interest (hereinafter referred to as the "CONSULTANT") agrees as follows:
(1)

Compliance with Regulations: The CONSULTANT shall comply with the Regulation
relative to nondiscrimination in Federally-assisted programs of the Department of
Transportation (hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, as
they may be amended from time to time, (hereinafter referred to as the Regulations),
which are herein incorporated by reference and made a part of this Contract.

(2)

Nondiscrimination: The CONSULTANT, with regard to the work performed by it during
the Contract, shall not discriminate on the grounds of race, color, or national origin in the
selection and retention of subcontractors, including procurements of materials and leases
of equipment. The CONSULTANT shall not participate either directly or indirectly in the
discrimination prohibited by section 21.5 of the Regulations, including employment
practices when the contract covers a program set forth in Appendix B of the Regulations.

(3)

Solicitations for SUBCONSULTANTS, Including Procurements of Materials and
Equipment: In all solicitations either by competitive bidding or negotiation made by the
CONSULTANT for work to be performed under a subcontract, including procurements
of materials or leases of equipment, each potential SUBCONSULTANT or supplier shall
be notified by the CONSULTANT of the CONSULTANT’S obligations under this
Contract and the Regulations relative to nondiscrimination on the grounds of race, color,
or national origin.

(4)

Information and Reports: The CONSULTANT shall provide all information and reports
required by the Regulations or directives issued pursuant thereto, and shall permit access
to its books, records, accounts, other sources of information, and its facilities as may be
determined by the LPA or INDOT to be pertinent to ascertain compliance with such
Regulations, orders and instructions. Where any information required of a
CONSULTANT is in the exclusive possession of another who fails or refuses to furnish
this information the CONSULTANT shall so certify to the LPA, or INDOT as
appropriate, and shall set forth what efforts it has made to obtain the information.

(5)

Sanctions for Noncompliance: In the event of the CONSULTANT’S noncompliance with
the nondiscrimination provisions of this contract, the LPA shall impose such contract
sanctions as it or INDOT may determine to be appropriate, including, but not limited to:

(6)

(a)

withholding of payments to the CONSULTANT under the Contract until the
CONSULTANT complies, and/or

(b)

cancellation, termination or suspension of the Contract, in whole or in part.

Incorporation of Provisions: The CONSULTANT shall include the provisions of
paragraphs (1) through (6) in every subcontract, including procurements of materials and
leases of equipment, unless exempt by the Regulations, or directives issued pursuant
thereto.

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The CONSULTANT shall take such action with respect to any SUBCONSULTANT
procurement as the LPA or INDOT may direct as a means of enforcing such provisions
including sanctions for noncompliance: Provided, however, that, in the event a
CONSULTANT becomes involved in, or is threatened with, litigation with a
SUBCONSULTANT or supplier as a result of such direction, the CONSULTANT may
request the LPA to enter into such litigation to protect the interests of the LPA, and, in
addition, the CONSULTANT may request the United States to enter into such litigation
to protect the interests of the United States.
13.

14.

Disputes.
A.

Should any disputes arise with respect to this Contract, the CONSULTANT and the LPA agree
to act promptly and in good faith to resolve such disputes in accordance with this Section 13.
Time is of the essence in the resolution of disputes.

B.

The CONSULTANT agrees that the existence of a dispute notwithstanding, it will continue
without delay to carry out all of its responsibilities under this Contract that are not affected by
the dispute. Should the CONSULTANT fail to continue to perform its responsibilities
regarding all non-disputed work, without delay, any additional costs (including reasonable
attorneys’ fees and expenses) incurred by the LPA or the CONSULTANT as a result of such
failure to proceed shall be borne by the CONSULTANT.

C.

If a party to this Contract is not satisfied with the progress toward resolving a dispute, the party
must notify the other party of this dissatisfaction in writing. Upon written notice, the parties
have ten (10) business days, unless the parties mutually agree in writing to extend this period,
following the written notification to resolve the dispute. If the dispute is not resolved within ten
(10) business days, a dissatisfied party may submit the dispute in writing to initiate negotiations
to resolve the dispute. The LPA may withhold payments on disputed items pending resolution
of the dispute.

Drug-Free Workplace Certification.
A.

The CONSULTANT hereby covenants and agrees to make a good faith effort to provide and
maintain a drug-free workplace, and that it will give written notice to the LPA within ten (10)
days after receiving actual notice that an employee of the CONSULTANT in the State of
Indiana has been convicted of a criminal drug violation occurring in the CONSULTANT's
workplace. False certification or violation of the certification may result in sanctions including,
but not limited to, suspension of Contract payments, termination of this Contract and/or
debarment of contracting opportunities with the LPA.

B.

The CONSULTANT certifies and agrees that it will provide a drug-free workplace by:
i.

Publishing and providing to all of its employees a statement notifying their employees
that the unlawful manufacture, distribution, dispensing, possession or use of a controlled
substance is prohibited in the CONSULTANT’s workplace and specifying the actions
that will be taken against employees for violations of such prohibition;

ii.

Establishing a drug-free awareness program to inform its employees of (1) the dangers of
drug abuse in the workplace; (2) the CONSULTANT’s policy of maintaining a drug-free
workplace; (3) any available drug counseling, rehabilitation, and employee assistance
programs; and (4) the penalties that may be imposed upon an employee for drug abuse
violations occurring in the workplace;

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15.

iii.

Notifying all employees in the statement required by subparagraph 14.B.i above that as a
condition of continued employment, the employee will (1) abide by the terms of the
statement; and (2) notify the CONSULTANT of any criminal drug statute conviction for
a violation occurring in the workplace no later than five (5) days after such conviction;

iv.

Notifying in writing the LPA within ten (10) days after receiving notice from an
employee under subdivision 14.B.iii(2) above, or otherwise receiving actual notice of
such conviction;

v.

Within thirty (30) days after receiving notice under subdivision 14.B.iii(2) above of a
conviction, imposing the following sanctions or remedial measures on any employee who
is convicted of drug abuse violations occurring in the workplace: (1) take appropriate
personnel action against the employee, up to and including termination; or (2) require
such employee to satisfactorily participate in a drug abuse assistance or rehabilitation
program approved for such purposes by a Federal, State or local health, law enforcement,
or other appropriate agency; and

vi.

Making a good faith effort to maintain a drug-free workplace through the implementation
of subparagraphs 14.B.i. through 14.B.v. above.

Employment Eligibility Verification.
The CONSULTANT affirms under the penalties of perjury
that he/she/it does not knowingly employ an unauthorized alien.
The CONSULTANT shall enroll in and verify the work eligibility status of all his/her/its newly hired
employees through the E-Verify program as defined in IC 22-5-1.7-3. The CONSULTANT is not
required to participate should the E-Verify program cease to exist. Additionally, the CONSULTANT
is not required to participate if the CONSULTANT is self-employed and does not employ any
employees.
The CONSULTANT shall not knowingly employ or contract with an unauthorized alien. The
CONSULTANT shall not retain an employee or contract with a person that the CONSULTANT
subsequently learns is an unauthorized alien.
The CONSULTANT shall require his/her/its subcontractors, who perform work under this Contract,
to certify to the CONSULTANT that the SUB-CONSULTANT does not knowingly employ or
contract with an unauthorized alien and that the SUB-CONSULTANT has enrolled and is
participating in the E-Verify program. The CONSULTANT agrees to maintain this certification
throughout the duration of the term of a contract with a SUB-CONSULTANT.
The LPA may terminate for default if the CONSULTANT fails to cure a breach of this provision no
later than thirty (30) days after being notified by the LPA.

16.

Force Majeure. In the event that either party is unable to perform any of its obligations under this
Contract or to enjoy any of its benefits because of fire, natural disaster, acts of God, acts of war,
terrorism, civil disorders, decrees of governmental bodies, strikes, lockouts, labor or supply
disruptions or similar causes beyond the reasonable control of the affected party (hereinafter referred
to as a Force Majeure Event), the party who has been so affected shall immediately give written notice
to the other party of the occurrence of the Force Majeure Event (with a description in reasonable detail
of the circumstances causing such Event) and shall do everything reasonably possible to resume
performance. Upon receipt of such written notice, all obligations under this Contract shall be
immediately suspended for as long as such Force Majeure Event continues and provided that the
affected party continues to use commercially reasonable efforts to recommence performance
whenever and to whatever extent possible without delay. If the period of nonperformance exceeds
thirty (30) days from the receipt of written notice of the Force Majeure Event, the party whose ability
to perform has not been so affected may, by giving written notice, terminate this Contract.

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17.

Governing Laws. This Contract shall be construed in accordance with and governed by the laws of
the State of Indiana and the suit, if any, must be brought in the State of Indiana. The CONSULTANT
consents to the jurisdiction of and to venue in any court of competent jurisdiction in the State of
Indiana.

18.

Liability.
If the CONSULTANT or any of its SUB-CONSULTANTS fail to comply with any
federal requirement which results in the LPA’s repayment of federal funds to INDOT the
CONSULTANT shall be responsible to the LPA, for repayment of such costs to the extent such costs
are caused by the CONSULTANT and/or its SUB-CONSULTANTS.

19.

Indemnification. The CONSULTANT agrees to indemnify the LPA, and their agents, officials, and
employees, and to hold each of them harmless, from claims and suits including court costs, attorney's
fees, and other expenses caused by any negligent act, error or omission of, or by any recklessness or
willful misconduct by, the CONSULTANT and/or its SUB-CONSULTANTS, if any, under this
Contract, provided that if the CONSULTANT is a “contractor” within the meaning of I.C. 8-3-2-12.5,
this indemnity obligation shall be limited by and interpreted in accordance with I.C. 8-23-2-12-5. The
LPA shall not provide such indemnification to the CONSULTANT.

20.

Independent Contractor. Both parties hereto, in the performance of this Contract, shall act in an
individual capacity and not as agents, employees, partners, joint ventures or associates of one another.
The employees or agents of one party shall not be deemed or construed to be the employees or agents
of the other party for any purposes whatsoever. Neither party will assume liability for any injury
(including death) to any persons, or damage to any property, arising out of the acts or omissions of the
agents or employees of the other party. The CONSULTANT shall be responsible for providing all
necessary unemployment and workers’ compensation insurance for its employees.

21.

Insurance - Liability for Damages.
A.

The CONSULTANT shall be responsible for the accuracy of the Services performed under this
Contract and shall promptly make necessary revisions or corrections resulting from its
negligence, errors or omissions without any additional compensation from the LPA.
Acceptance of the Services by the LPA shall not relieve the CONSULTANT of responsibility
for subsequent correction of its negligent act, error or omission or for clarification of
ambiguities. The CONSULTANT shall have no liability for the errors or deficiencies in
designs, drawings, specifications or other services furnished to the CONSULTANT by the LPA
on which the Consultant has reasonably relied, provided that the foregoing shall not relieve the
CONSULTANT from any liability from the CONSULTANT’S failure to fulfill its obligations
under this Contract, to exercise its professional responsibilities to the LPA, or to notify the LPA
of any errors or deficiencies which the CONSULTANT knew or should have known existed.

B.

During construction or any phase of work performed by others based on Services provided by
the CONSULTANT, the CONSULTANT shall confer with the LPA when necessary for the
purpose of interpreting the information, and/or to correct any negligent act, error or omission.
The CONSULTANT shall prepare any plans or data needed to correct the negligent act, error or
omission without additional compensation, even though final payment may have been received
by the CONSULTANT. The CONSULTANT shall give immediate attention to these changes
for a minimum of delay to the project.

C.

The CONSULTANT shall be responsible for damages including but not limited to direct and
indirect damages incurred by the LPA as a result of any negligent act, error or omission of the
CONSULTANT, and for the LPA’s losses or costs to repair or remedy construction.
Acceptance of the Services by the LPA shall not relieve the CONSULTANT of responsibility
for subsequent correction.

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D.

The CONSULTANT shall be required to maintain in full force and effect, insurance as
described below from the date of the first authorization to proceed until the LPA’s acceptance
of the work product. The CONSULTANT shall list both the LPA and INDOT as insureds on
any policies. The CONSULTANT must obtain insurance written by insurance companies
authorized to transact business in the State of Indiana and licensed by the Department of
Insurance as either admitted or non-admitted insurers.

E.

The LPA, its officers and employees assume no responsibility for the adequacy of limits and
coverage in the event of any claims against the CONSULTANT, its officers, employees, subconsultants or any agent of any of them, and the obligations of indemnification in Section 19
herein shall survive the exhaustion of limits of coverage and discontinuance of coverage beyond
the term specified, to the fullest extent of the law.

F.

The CONSULTANT shall furnish a certificate of insurance and all endorsements to the LPA
prior to the commencement of this Contract. Any deductible or self-insured retention amount
or other similar obligation under the insurance policies shall be the sole obligation of the
CONSULTANT. Failure to provide insurance as required in this Contract is a material breach
of Contract entitling the LPA to immediately terminate this Contract.
I.

Professional Liability Insurance
The CONSULTANT must obtain and carry professional liability insurance as follows:
For INDOT Prequalification Work Types 1.1, 12.2-12.6 the CONSULTANTS shall
provide not less than $250,000.00 professional liability insurance per claim and
$250.000.00 aggregate for all claims for negligent performance. For Work Types 2.2,
3.1, 3.2, 4.1, 4.2, 5.5, 5.8, 5.11, 6.1, 7.1, 8.1, 8.2, 9.1, 9.2, 10.1 – 10.4, 11.1, 13.1, 14.1 –
14.5, the CONSULTANTS shall carry professional liability insurance in an amount not
less than $1,000,000.00 per claim and $1,000,000.00 aggregate for all claims for
negligent performance. The CONSULTANT shall maintain the coverage for a period
ending two (2) years after substantial completion of construction.

II.

Commercial General Liability Insurance
The CONSULTANT must obtain and carry Commercial / General liability insurance as
follows: For INDOT Prequalification Work Types 2.1, 6.1, 7.1, 8.1, 8.2, 9.1, 9.2, 10.1 10.4, 11.1, 13.1, 14.1 - 14.5, the CONSULTANT shall carry $1,000,000.00 per
occurrence, $2,000,000.00 general aggregate. Coverage shall be on an occurrence form,
and include contractual liability. The policy shall be amended to include the following
extensions of coverage:

III.

1.

Exclusions relating to the use of explosives, collapse, and underground damage
to property shall be removed.

2.

The policy shall provide thirty (30) days notice of cancellation to LPA.

3.

The CONSULTANT shall name the LPA as an additional insured.

Automobile Liability
The CONSULTANT shall obtain automobile liability insurance covering all owned,
leased, borrowed, rented, or non-owned autos used by employees or others on behalf of
the CONSULTANT for the conduct of the CONSULTANT’s business, for an amount not
less than $1,000,000.00 Combined Single Limit for Bodily Injury and Property Damage.
The term “automobile” shall include private passenger autos, trucks, and similar type
vehicles licensed for use on public highways. The policy shall be amended to include the
following extensions of coverage:

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1. Contractual Liability coverage shall be included.
2. The policy shall provide thirty (30) days notice of cancellation to the LPA.
3. The CONSULTANT shall name the LPA as an additional insured.
IV.

V.

Watercraft Liability (When Applicable)
1.

When necessary to use watercraft for the performance of the CONSULTANT’s
Services under the terms of this Contract, either by the CONSULTANT, or any
SUB-CONSULTANT, the CONSULTANT or SUB-CONSULTANT operating the
watercraft shall carry watercraft liability insurance in the amount of $1,000,000
Combined Single Limit for Bodily Injury and Property Damage, including
Protection & Indemnity where applicable. Coverage shall apply to owned, nonowned, and hired watercraft.

2.

If the maritime laws apply to any work to be performed by the CONSULTANT
under the terms of the agreement, the following coverage shall be provided:
a.

United States Longshoremen & Harbor workers

b.

Maritime Coverage - Jones Act

3.

The policy shall provide thirty (30) days notice of cancellation to the LPA.

4.

The CONSULTANT or SUB-CONSULTANT shall name the LPA as an
additional insured.

Aircraft Liability (When Applicable)
1.

When necessary to use aircraft for the performance of the CONSULTANT’s
Services under the terms of this Contract, either by the CONSULTANT or SUBCONSULTANT, the CONSULTANT or SUB-CONSULTANT operating the
aircraft shall carry aircraft liability insurance in the amount of $5,000,000
Combined Single Limit for Bodily Injury and Property Damage, including
Passenger Liability. Coverage shall apply to owned, non-owned and hired aircraft.

2.

The policy shall provide thirty (30) days notice of cancellation to the LPA.

3.

The CONSULTANT or SUB-CONSULTANT shall name the LPA as an
additional insured.

22.

Merger and Modification. This Contract constitutes the entire agreement between the parties. No
understandings, agreements or representations, oral or written, not specified within this Contract will
be valid provisions of this Contact. This Contract may not be modified, supplemented or amended, in
any manner, except by written agreement signed by all necessary parties.

23.

Notice to Parties: Any notice, request, consent or communication (collectively a “Notice”) under
this Agreement shall be effective only if it is in writing and (a) personally delivered; (b) sent by
certified or registered mail, return receipt requested, postage prepaid; or (c) sent by a nationally
recognized overnight delivery service, with delivery confirmed and costs of delivery being prepaid,
addressed as follows:

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Notices to the LPA shall be sent to:
Mr. Sky Medors, PE
County Engineer
St. Joe County Department of Infrastructure, Planning and Growth
County-City Building Room 732
227 W. Jefferson Blvd.
South Bend, IN 46601
Notices to the CONSULTANT shall be sent to:
Mr. Brad Dailey, PE
Division Manager
2211 E. Jefferson Blvd.
South Bend, IN 46615
With Copy to:
DLZ Legal Dept.
6121 Huntley Rd.
Columbus, OH 43229
or to such other address or addresses as shall be furnished in writing by any party to the other party.
Unless the sending party has actual knowledge that a Notice was not received by the intended
recipient, a Notice shall be deemed to have been given as of the date (i) when personally delivered; (ii)
three (3) days after the date deposited with the United States mail properly addressed; or (iii) the next
day when delivered during business hours to overnight delivery service, properly addressed and prior
to such delivery service’s cut off time for next day delivery. The parties acknowledge that notices
delivered by facsimile or by email shall not be effective.
24.

Order of Precedence; Incorporation by Reference. Any inconsistency or ambiguity in this
Contract shall be resolved by giving precedence in the following order: (1) This Contract and
attachments, (2) RFP document, (3) the CONSULTANT’s response to the RFP document, and (4)
attachments prepared by the CONSULTANT. All of the foregoing are incorporated fully by
reference.

25.

Ownership of Documents and Materials. All documents, records, programs, data, film, tape,
articles, memoranda, and other materials not developed or licensed by the CONSULTANT prior to
execution of this Contract, but specifically developed under this Contract shall be considered “work
for hire” and the CONSULTANT assigns and transfers any ownership claim to the LPA and all such
materials (“Work Product) will be the property of the LPA. The CONSULTANT agrees to execute
and deliver such assignments or other documents as may be requested by the LPA. Use of these
materials, other than related to contract performance by the CONSULTANT, without the LPA’s prior
written consent, is prohibited. During the performance of this Contract, the CONSULTANT shall be
responsible for any loss of or damage to any of the Work Product developed for or supplied by
INDOT and used to develop or assist in the Services provided herein while any such Work Product is
in the possession or control of the CONSULTANT. Any loss or damage thereto shall be restored at
the CONSULTANT’s expense. The CONSULTANT shall provide the LPA full, immediate, and
unrestricted access to the Work Product during the term of this Contract. The CONSULTANT
represents, to the best of its knowledge and belief after diligent inquiry and other than as disclosed in
writing prior to or contemporaneously with the execution of this Contract by the CONSULTANT, that
the Work Product does not infringe upon or misappropriate the intellectual property or other rights of
any third party. The CONSULTANT shall not be liable for the use of its deliverables described in
Appendix “A” on other projects without the express written consent of the CONSULTANT or as
provided in Appendix “A”. The LPA acknowledges that it has no claims to any copyrights not
transferred to INDOT under this paragraph.

13

Version 6-8-2017

26.

Payments. All payments shall be made in arrears and in conformance with the LPA’s fiscal policies
and procedures.

27.

Penalties, Interest and Attorney's Fees. The LPA will in good faith perform its required
obligations hereunder, and does not agree to pay any penalties, liquidated damages, interest, or
attorney's fees, except as required by Indiana law in part, IC 5-17-5, I. C. 34-54-8, and I. C. 34-13-1.

28.

Pollution Control Requirements. If this Contract is for $100,000 or more, the CONSULTANT:
i.

Stipulates that any facility to be utilized in performance under or to benefit from this Contract
is not listed on the Environmental Protection Agency (EPA) List of Violating Facilities issued
pursuant to the requirements of the Clean Air Act, as amended, and the Federal Water
Pollution Control Act, as amended;

ii.

Agrees to comply with all of the requirements of section 114 of the Clean Air Act and section
308 of the Federal Water Pollution Control Act, and all regulations and guidelines issued
thereunder; and

iii.

Stipulates that, as a condition of federal aid pursuant to this Contract, it shall notify INDOT
and the Federal Highway Administration of the receipt of any knowledge indicating that a
facility to be utilized in performance under or to benefit from this Contract is under
consideration to be listed on the EPA Listing of Violating Facilities.

29.

Severability. The invalidity of any section, subsection, clause or provision of this Contract shall not
affect the validity of the remaining sections, subsections, clauses or provisions of this Contract.

30.

Status of Claims. The CONSULTANT shall give prompt written notice to the LPA any claims made
for damages against the CONSULTANT resulting from Services performed under this Contract and
shall be responsible for keeping the LPA currently advised as to the status of such claims. The
CONSULTANT shall send notice of claims related to work under this Contract to:
Mr. Sky Medors, PE
County Engineer
St. Joe County Department of Infrastructure, Planning and Growth
County-City Building Room 732
227 W. Jefferson Blvd.
South Bend, IN 46601

31.

Sub-consultant Acknowledgement. The CONSULTANT agrees and represents and warrants to the
LPA, that the CONSULTANT will obtain signed Sub-consultant Acknowledgement forms, from all
SUB-CONSULTANTS providing Services under this Contract or to be compensated for Services
through this Contract. The CONSULTANT agrees to provide signed originals of the Sub-consultant
Acknowledgement form(s) to the LPA for approval prior to performance of the Services by any SUBCONSULTANT.

32.

Substantial Performance. This Contract shall be deemed to be substantially performed only when
fully performed according to its terms and conditions and any modification or Amendment thereof.

33.

Taxes. The LPA will not be responsible for any taxes levied on the CONSULTANT as a result of this
Contract.

34.

Termination for Convenience.
A.

The LPA may terminate, in whole or in part, whenever, for any reason, when the LPA
determines that such termination is in its best interests. Termination or partial termination of

14

Version 6-8-2017

Services shall be effected by delivery to the CONSULTANT of a Termination Notice at least
fifteen (15) days prior to the termination effective date, specifying the extent to which
performance of Services under such termination becomes effective. The CONSULTANT shall
be compensated for Services properly rendered prior to the effective date of termination. The
LPA will not be liable for Services performed after the effective date of termination.
B.

35.

If the LPA terminates or partially terminates this Contract for any reason regardless of whether
it is for convenience or for default, then and in such event, all data, reports, drawings, plans,
sketches, sections and models, all specifications, estimates, measurements and data pertaining
to the project, prepared under the terms or in fulfillment of this Contract, shall be delivered
within ten (10) days to the LPA. In the event of the failure by the CONSULTANT to make
such delivery upon demand, the CONSULTANT shall pay to the LPA any damage (including
costs and reasonable attorneys’ fees and expenses) it may sustain by reason thereof.

Termination for Default.
A.

With the provision of twenty (20) days written notice to the CONSULTANT, the LPA may
terminate this Contract in whole or in part if
(i)

(ii)

the CONSULTANT fails to:
1.

Correct or cure any breach of this Contract within such time, provided that if such
cure is not reasonably achievable in such time, the CONSULTANT shall have up
to ninety (90) days from such notice to effect such cure if the CONSULTANT
promptly commences and diligently pursues such cure as soon as practicable;

2.

Deliver the supplies or perform the Services within the time specified in this
Contract or any amendment or extension;

3.

Make progress so as to endanger performance of this Contract; or

4.

Perform any of the other provisions of this Contract to be performed by the
CONSULTANT; or

if any representation or warranty of the CONSULTANT is untrue or inaccurate in any
material respect at the time made or deemed to be made.

B.

If the LPA terminates this Contract in whole or in part, it may acquire, under the terms and in
the manner the LPA considers appropriate, supplies or services similar to those terminated, and
the CONSULTANT will be liable to the LPA for any excess costs for those supplies or
services. However, the CONSULTANT shall continue the work not terminated.

C.

The LPA shall pay the contract price for completed supplies delivered and Services accepted.
The CONSULTANT and the LPA shall agree on the amount of payment for manufactured
materials delivered and accepted and for the protection and preservation of the property.
Failure to agree will be a dispute under the Disputes clause (see Section 13). The LPA may
withhold from the agreed upon price for Services any sum the LPA determine necessary to
protect the LPA against loss because of outstanding liens or claims of former lien holders.

D.

The rights and remedies of the LPA in this clause are in addition to any other rights and
remedies provided by law or equity or under this Contract.

E.

Default by the LPA. If the CONSULTANT believes the LPA is in default of this Contract, it
shall provide written notice immediately to the LPA describing such default. If the LPA fails to
take steps to correct or cure any material breach of this Contract within sixty (60) days after
receipt of such written notice, the CONSULTANT may cancel and terminate this Contract and

15

Version 6-8-2017

institute the appropriate measures to collect monies due up to and including the date of
termination, including reasonable attorney fees and expenses, provided that if such cure is not
reasonably achievable in such time, the LPA shall have up to one hundred twenty (120) days
from such notice to effect such cure if the LPA promptly commences and diligently pursues
such cure as soon as practicable. The CONSULTANT shall be compensated for Services
properly rendered prior to the effective date of such termination. The CONSULTANT agrees
that it has no right of termination for non-material breaches by the LPA.
36.

Waiver of Rights. No rights conferred on either party under this Contract shall be deemed waived,
and no breach of this Contract excused, unless such waiver or excuse is approved in writing and
signed by the party claimed to have waived such right. Neither the LPA’s review, approval or
acceptance of, nor payment for, the Services required under this Contract shall be construed to operate
as a waiver of any rights under this Contract or of any cause of action arising out of the performance
of this Contract, and the CONSULTANT shall be and remain liable to the LPA in accordance with
applicable law for all damages to the LPA caused by the CONSULTANT's negligent performance of
any of the Services furnished under this Contract.

37.

Work Standards/Conflicts of Interest.
The CONSULTANT shall understand and utilize all
relevant INDOT standards including, but not limited to, the most current version of the Indiana
Department of Transportation Design Manual, where applicable, and other appropriate materials and
shall perform all Services in accordance with the standards of care, skill and diligence required in
Appendix “A” or, if not set forth therein, ordinarily exercised by competent professionals doing work
of a similar nature.

38.

No Third-Party Beneficiaries. This Agreement is solely for the benefit of the parties hereto. Other
than the indemnity rights under this Contract, nothing contained in this Agreement is intended or shall
be construed to confer upon any person or entity (other than the parties hereto) any rights, benefits or
remedies of any kind or character whatsoever.

39.

No Investment in Iran.
As required by IC 5-22-16.5, the CONSULTANT certifies that the
CONSULTANT is not engaged in investment activities in Iran. Providing false certification may
result in the consequences listed in IC 5-22-16.5-14, including termination of this Contract and denial
of future state contracts, as well as an imposition of a civil penalty.

40.

Assignment of Antitrust Claims.
The CONSULTANT assigns to the State all right, title and
interest in and to any claims the CONSULTANT now has, or may acquire, under state or federal
antitrust laws relating to the products or services which are the subject of this Contract.

[Remainder of Page Intentionally Left Blank]

16

Version 6-8-2017

Non-Collusion.
The undersigned attests, subject to the penalties for perjury, that he/she is the CONSULTANT, or that he/she is
the properly authorized representative, agent, member or officer of the CONSULTANT, that he/she has not,
nor has any other member, employee, representative, agent or officer of the CONSULTANT, directly or
indirectly, to the best of his/her knowledge, entered into or offered to enter into any combination, collusion or
agreement to receive or pay, and that he/she has not received or paid, any sum of money or other consideration
for the execution of this Contract other than that which appears upon the face of this Contract. Furthermore,
if the undersigned has knowledge that a state officer, employee, or special state appointee, as those
terms are defined in IC §4-2-6-1, has a financial interest in the Contract, the Party attests to
compliance with the disclosure requirements in IC §4-2-6-10.5.
In Witness Whereof, the CONSULTANT and the LPA have, through duly authorized representatives, entered
into this Contract. The parties having read and understand the forgoing terms of this Contract do by their
respective signatures dated below hereby agree to the terms thereof.

CONSULTANT
DLZ Indiana, LLC

LOCAL PUBLIC AGENCY
St. Joseph County Board of
Commissioners

Signature

Signature

Laurie D. Johnson, PE
Vice President

Carl H. Baxmeyer
President

Signature
Anthony “Tony” Hazen
Vice President
Attest:
Signature
Signature
Rafael Morton
Member
Brad A. Dailey, PE
Division Manager

17

APPENDIX "A"
SERVICES TO BE FURNISHED BY CONSULTANT:
In fulfillment of this Contract, the CONSULTANT shall comply with the requirements of the
appropriate regulations and requirements of the Indiana Department of Transportation and Federal
Highway Administration.
The CONSULTANT shall be responsible for performing the following activities:
Services by CONSULTANT
A. Engineering Personnel
For the fulfillment of all services outlined in Section B below, the CONSULTANT will
provide one (1) full time Resident Project Representative and additional inspectors, as required,
based upon the Contractor’s controlling activities as required for a period of time necessary to
complete the construction project and final construction report.
The qualifications and experiences of personnel provided by the CONSULTANT are
subject to approval by the Local Public Agency and the Indiana Department of Transportation
and no personnel will be assigned to the project until Local Public Agency and Indiana
Department of Transportation approval is obtained.
The full time Resident Project Representative will take directions from and report to the
Indiana Department of Transportation’s Area Engineer on all matters concerning contract
compliance and administration.
The full time Resident Project Representative will coordinate project activities with
the Local Public Agency’s Project Coordinator and Indiana Department of Transportation’s Area
Engineer.
B. Description of Services
1. Construction Schedule: Review the construction schedule prepared by the
Contractor for compliance with the Contract, and give to the Local Public Agency
detailed documentation concerning its acceptability.
2. Conferences: Attend pre-construction conferences as directed by the Local Public
Agency, arrange a schedule of progress meetings, and such other job conferences
as required for the timely and acceptable conduct of the job, and submit such
scheduled prepared, to the Local Public Agency for notification to those who are
expected to attend. Record for the Local Public Agency, as directed, minutes of
such meetings. The CONSULTANT shall be available for conferences as
requested by the Local Public Agency, State, and Federal Highway
Administration to review working details of the project. The Local Public
1 of 4

Agency, State and Federal Highway Administration may review and inspect the
activities whenever desired during the life of the Agreement.
3. Liaison: Serve as the Local Public Agency’s liaison with the contractor, working
principally through the Contractor’s field superintendent or such other person in
authority as designated by the Contractor. Acting in liaison capacity, the full time
Resident Project Representative shall be thoroughly familiar with the plans and
specifications applicable to the project to insure that all provisions therein are
complied with. Any deviation observed shall be reported to the Local Public
Agency and Indiana Department of Transportation by the full time Resident
Project Representative.
4. Cooperate with the Local Public Agency in dealing with the various Federal, State
and Local Agencies having jurisdiction over the project.
5. Assist the Local Public Agency and Indiana Department of Transportation in
obtaining from the Contractor a list of his proposed suppliers and sub-contractors.
6. Assist the Local Public Agency and Indiana Department of Transportation in
obtaining from the Contractor additional details or information when needed at
the job site for proper execution of work.
7. Equipment – Furnish all equipment necessary to sample and test materials in
accordance with Indiana Department of Transportation’s procedures.
8. Samples – Obtain field samples of materials delivered to the site as required by
the State and deliver such samples to the appropriate Indiana Department of
Transportation laboratory office.
9. Shop Drawings:
a. Receive shop drawings and falsework drawings. Check for completeness and
then forward to INDOT personnel for approval.
b. Review approved shop and falsework drawings, specifications and other
submissions, record receipt of this data, maintain a file of all drawings and
submissions, and check construction for compliance in accordance with the
Contract Documents.
c. Alert the Contractor’s field superintendent when it is observed that materials
or equipment are being or about to be used or installed before approval of
shop drawings or samples, where such are required, and advise the Local
Public Agency and Indiana Department of Transportation when he believes it
is necessary to disapprove work as failing to conform to the Contract
Documents.
10. Review of Work, Observation and Tests:
a. Conduct on-site observations for the Local Public Agency of the work in
progress as a basis for determining that the project is proceeding in
accordance with the Contract Documents.
2 of 4

b. Provide on-site acceptance testing of materials in the manner and extent
prescribed by the latest edition of the Indiana Dept. of Transportation
Construction Manual and in accordance with current accepted practices.
c. Accompany visiting inspectors, representing Local, State or Federal Agencies
having jurisdiction over the project, and report details of such inspection to
the Local Public Agency and Indiana Department of Transportation.
d. Verify that required testing has been accomplished.
11. Modification:
Consider and evaluate the Contractor’s suggestions for
modifications in drawings and/or specifications and report them with
recommendations to the Local Public Agency and Indiana Department of
Transportation.
12. Records:
a. Prepare and maintain at the job site orderly files of correspondence, reports of
job conferences, shop drawings and other submissions, reproductions of
original Contract Documents, including all addenda, change orders and
additional drawings subsequent to the award of the Contract, progress reports
and other project related documents.
b. Keep a diary or log book, recording hours on the job site, weather conditions,
list of visiting officials, decisions, general observations, and specific
observations with regard to test procedures. Upon request, furnish copies of
such a diary or log book to the Local Public Agency.
c. Maintain for the Local Public Agency, a record of names, addresses and
telephone numbers of all sub-contractors and major material suppliers.
d. Maintain a set of drawings on which authorized changes are noted, and deliver
to the Local Public Agency upon request, but in any event at the completion
of the project.
e. Prepare the Final Construction Record and Final Estimate as required by the
Indiana Department of Transportation and the Local Public Agency.
13. Reports: Furnish to the Indiana Department of Transportation and the Local
Public Agency at periodic intervals, as required, progress reports of the project,
including the Contractor’s compliance with the approved construction schedule.
14. Progress Estimates: Prepare progress estimates for periodic partial payments to
the Contractor and deliver to the Local Public Agency and Indiana Department of
Transportation for review and processing. The payments to the Contractor will be
based on estimates of the value of work performed and materials complete in
place in accordance with the contract.
15. Project Responsibility: The Resident Project Representative will be responsible
for the documentation of pay quantities and estimates, and the maintenance of
appropriate records related to the construction of this project.
3 of 4

16. Work Schedule and Suspension: The consultant’s crew may be required to
regulate their work week to conform to the contractor’s hours in accordance with
the directions of the Indiana Department of Transportation’s Area Engineer. If
work on the construction project is suspended and all matters concerning contract
compliance and administration are complete, the services of the consultant may
also be suspended without cost to the project.
17. Contract Administration: The CONSULTANT will administer the contract in
accordance with Indiana Department of Transportation’s procedures.
18. Conflict of Interest: The CONSULTANT acknowledges and agrees that the
CONSULTANT, a firm associated with the CONSULTANT or an individual
associated with the CONSULTANT cannot accept or perform any work
(including but not limited to construction engineering, production staking,
falsework drawings, shop drawings) for the contractor, material supplier of the
contractor or for any of the contractor’s subcontractors on this project. For
purposes of this section a firm is associated with the CONSULTANT if the firm
and CONSULTANT have a common director, common officer or a common
owner. For purposes of this section an individual is associated with the
CONSULTANT if the individual is an employee of the CONSULTANT or an
employee of a firm associated with the CONSULTANT.
For purposes of this section the following definitions shall be used:
Director – Any member of the board of directors of a corporation.
Officer – The president, secretary, treasurer, or such other officers as may be
prescribed by the corporations bylaws.
Owner – A sole proprietor, any partner in a partnership, or any shareholder of a
corporation.

4 of 4

Version 6-8-2017

APPENDIX "B"

INFORMATION AND SERVICES TO BE FURNISHED BY THE LPA:
The LPA shall furnish the CONSULTANT with the following:
(TO BE DETERMINED-MAY INCLUDE THE FOLLOWING)
1.

Criteria for design and details for signs, signals, lighting, highway and structures such as grades,
curves, sight distances, clearances, design loading, etc.

2.

Standard Specifications and standard drawings applicable to the project

3.

Plans of existing bridge within the project limits

4.

All written views pertinent to the location and environmental studies that are received by INDOT

5.

Traffic assignments, Traffic Signal Warrants (New Signal), Traffic Lighting Warrants (New
Lighting)

6.

Necessary permit forms and permit processing (US Army Corps of Engineers, US Coast Guard,
and/or Indiana Department of Natural Resources)

7.

Available data from the transportation planning process

8.

Utility plans available to INDOT covering utility facilities govern the location of signals and
underground conduits throughout the affected areas

9.

Provide access to enter upon public and private lands as required for the CONSULTANT to
perform work under this Contract

10.

Aerial Survey information

11.

Existing water quality data

12.

Laboratory tests for pavement investigation

13.

Pavement design analysis

14.

Geotechnical investigation, if applicable

19 1 of 1
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APPENDIX "C"
SCHEDULE:
No work under this Contract shall be performed by the CONSULTANT until the CONSULTANT
receives a written notice to proceed from the LPA.
All work by the CONSULTANT under this Contract shall be completed and delivered to the LPA for
review and approval within the approximate time periods shown in the following submission schedule:
The CONSULTANT will be prepared to begin the work under this Agreement within five (5) days after a letter of
notification to proceed is received from the Local Public Agency. The CONSULTANT shall complete and deliver
the final construction record and final estimate to the LaPorte District Office of INDOT within 45 days after the
Contractor’s last day of work.

20

APPENDIX “D”
Compensation:
A.

Amount of Payment
1. Maximum amount payable under this contract is based on the current contract
schedule as shown in Exhibit ‘A’.

The CONSULTANT may request a

supplement that exceed the maximum amount, due to delays or extensions to the
current contract schedule in Exhibit ‘A’, if due to circumstances outside the
CONSULTANT’s control.
2. The CONSULTANT shall receive as payment for the work performed under this
Contract the total amount not to exceed $419,400.00 unless a supplement,
necessary due to circumstances outside the CONSULTANT’s control, is
executed by the parties that increases the maximum amount payable.
3. The CONSULTANT will be paid for the actual hours of work performed
exclusively on this Contract in accordance with the negotiated hourly billing
rates per classification as shown on Attachment ‘A’.
4. Applicable rates following the base period shall be adjusted annually effective
January 1st of each subsequent calendar year. The adjustment will be the 12month percent change, as of December 31, 20XX, as compared to December 31,
20XX-1 in the Employment Cost Index.
Employment Cost Index (ECI) is defined as the “Employment Cost Index, Wages
and Salaries (not seasonally adjusted), for private industry workers, professional,
scientific and technical services”, as issued each December by the U.S.
Department of Labor, Bureau of Labor Statistics, Base = December 2005 = 100.
5. For those services performed by the CONSULTANT, the CONSULTANT will
be reimbursed the direct non-salary costs (the actual cost of such out-of-pocket
expenses directly attributable to the Contract, such as fares, mileage, long
distance calls, equipment rentals, reproductions, etc) as approved by INDOT.
The direct non-salary costs for travel reimbursement shall not exceed the

Page 1 of 3
Appendix “D”

limitations on travel expenses set out in the current State of Indiana policy on
travel reimbursement.
6. For those services performed by other than the CONSULTANT, the
CONSULTANT will be reimbursed for the actual invoice for the services
performed by other than the CONSULTANT, provided that each such claim
voucher shall be subject to approval as reasonable by the Local Public Agency
prior to any reimbursement therefore.
7. It is the policy of the Indiana Department of Transportation that Project
Representatives and/or Observers be on the construction site whenever the
Contractor is engaged in any activity requiring inspection or testing concurrent
with the construction or activity. In order for the contractor to comply with the
Contract Plans and Specifications and complete the work within the time
required, it is often necessary for the Contractor to work more than an 8-hour day
and more than a 5-day week. This in turn may require the Resident Project
Representative and Observers to work over 40 hours per week.

The

CONSULTANT shall not bill for overtime for any individual until 40 hours have
been worked on the Contract for the week by that individual. Holiday hours not
worked on the Contract do not apply to the 40 hour week total.
8. The actual amount payable shall be determined in accordance with a final audit
by INDOT’s Division of Cost Accounting and Audits.
B.

Method of Payment
1. The CONSULTANT may submit a maximum of one claim voucher per calendar
month for work covered under this Contract.

The claim vouchers shall be

submitted to:
St. Joe County Department of Infrastructure, Planning
and Growth
Attn: Mr. Sky Medors, PE - County Engineer
County-City Building Room 732
227 W. Jefferson Blvd.
South Bend, IN 46601

Page 2 of 3
Appendix “D”

2. The claim vouchers shall represent the value to the Local Public Agency (LPA)
of the partially completed work as of the date of the claim voucher. When
submitting a claim voucher, the CONSULTANT shall furnish a copy of records
showing the individuals who worked on this Contract during the month, their
classification, the number of hours worked since the last claim voucher was
submitted, and the hourly rate.
3. If the LPA does not agree with the amount claimed by the CONSULTANT
on a claim voucher, the LPA will send the CONSULTANT a letter by regular
mail and list the differences between actual and claimed progress. The letter will
be sent to the CONSULTANT’s address on page 2 of this Contract or the
CONSULTANT’s last known address.
4. If, prior to the satisfactory completion of the services under this Contract, the
total of the direct and indirect costs incurred by the CONSULTANT is within ten
percent (10%) of the maximum amount payable, the CONSULTANT shall notify
INDOT and the status will be evaluated.

Page 3 of 3
Appendix “D”

Contract R-44113 Intersection Improvements (Roundabout) Douglas/Bittersweet Roads
St. Joseph County
EXHIBIT “A”
ESTIMATED COST FOR ENGINEERING SERVICES 2026-2028
BILLABLE
RATE

ESTIMATED HOURS

Division Manager (2026)
Division Manager (2027)
Division Manager (2028)
Civil Engineer III (2026)
Civil Engineer III (2027)
Civil Engineer III (2028)

$ 246.88
$ 254.29
$ 261.92
$ 151.14
$ 155.67
$ 160.34

17
150
0
36
1,573
260

$ 4,196.96
$ 38,143.50
$ 0.00
$ 5,441.04
$ 244,868.91
$ 41,688.40

Material Tester Level E (2026)
Material Tester Level E (2027)
Material Tester Level E (2028)

$ 145.54
$ 149.90
$ 154.40

0
167
0

$ 0.00
$ 25,033.30
$ 0.00

CLASSIFICATION

COST

DLZ Labor Cost for 2026-2028

$ 359,372.11

McCormick Engineering, LLC

$ 60,000.00

Total Labor Cost for 2026-2028

$ 419,372.11

TOTAL ESTIMATED COSTS FOR 2026-2028 (Rounded)

$ 419,400.00

ESTIMATED SCHEDULE
Construction Letting
March 11, 2026
Anticipated Construction Start
April 1, 2027
Construction Substantially Completed
October 31, 2027
Final Construction Record Submitted
June 1, 2028

MAN-HOUR ESTIMATES 2026-2028
PERSON

MONITORING (REG)

RECORDS

TOTAL

Division Manager

167

0

167

Civil Engineer III

1,619

250

1,869

Material Tester Level E

167

0

167

DLZ Indiana, LLC

Attachment A

NEGOTIATED HOURLY BILLING RATES
St. Joseph County - Douglas/Bittersweet Roundabout (R-44113)

Bill Class
Code
CLASSIFICATION
001
003
005
007
216
217
218
220
221
246
247
256
320
647
801
804
805
980
A10
A11
B01
B09
B10
C22
C26
C28
C29
C30
C32
C34
C36
C37

Officer
Director
Division Manager
Department Manager
Civil Engineer III
Civil Engineer II
Civil Engineer I
Construction Observer Manager I
Construction Observer I
Surveyor
Party Chief
Survey/Mapping Assistant
Lab Geotechnician II
Materials Testing Tech 4a
Operators Level B Tech
Operators Level E Tech
Operators Level F Tech
College Interns
Civil Engineer IV
Civil Engineer V
Surveyor III
Project Manager I
Project Manager II
Construction Observer II
Construction Observer IV
Construction Observer V
Construction Observer V PT
Construction Observer Mgr II
Construction Observer Mgr III
Construction Observer Mgr IV
Construction Observer Mgr V
Construction Observer Mgr V PT

2026
AVERAGE
2026
HOURLY
2026
AVERAGE
LABOR
AVERAGE
HOURLY RATE TIMES HOURLY
LABOR
OVERHEAD
LABOR
RATE
@
RATE + OH
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$

82.34 $
82.34 $
82.34 $
76.18 $
50.41 $
43.55 $
37.65 $
33.15 $
30.12 $
48.35 $
46.23 $
29.65 $
29.70 $
37.37 $
40.94 $
48.54 $
50.60 $
23.87 $
64.80 $
74.35 $
56.95 $
63.81 $
73.13 $
32.80 $
36.03 $
51.50 $
39.02 $
45.00 $
50.28 $
37.40 $
49.30 $
60.80 $

162.23%
133.58
133.58
133.58
123.59
81.78
70.66
61.08
53.78
48.86
78.44
75.00
48.10
48.18
60.63
66.42
78.75
82.09
38.72
105.13
120.62
92.38
103.52
118.63
53.21
58.44
83.55
63.30
73.00
81.57
60.67
79.98
98.64

$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$

Page 1 of 1

215.92
215.92
215.92
199.76
132.18
114.21
98.73
86.93
78.97
126.79
121.24
77.75
77.88
98.00
107.36
127.29
132.69
62.59
169.93
194.97
149.33
167.34
191.76
86.01
94.47
135.05
102.31
118.00
131.86
98.07
129.28
159.44

2026
2026
AVERAGE
2027
2028
AVERAGE
HOURLY
2026
HOURLY
HOURLY
HOURLY
LABOR
HOURLY
BILLING
BILLING
LABOR
RATE TIMES BILLING
RATE thru RATE thru
RATE x
COST OF
RATE thru 12/31/2027 12/31/2028
PROFIT @
MONEY @ 12/31/2026 (Projected) (Projected)
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$

13.50%
29.15
29.15
29.15
26.97
17.84
15.42
13.33
11.74
10.66
17.12
16.37
10.50
10.51
13.23
14.49
17.18
17.91
8.45
22.94
26.32
20.16
22.59
25.89
11.61
12.75
18.23
13.81
15.93
17.80
13.24
17.45
21.52

$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$

2.20%
1.81
1.81
1.81
1.68
1.11
0.96
0.83
0.73
0.66
1.06
1.02
0.65
0.65
0.82
0.90
1.07
1.11
0.53
1.43
1.64
1.25
1.40
1.61
0.72
0.79
1.13
0.86
0.99
1.11
0.82
1.08
1.34

$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$

246.88
246.88
246.88
228.41
151.14
130.58
112.89
99.39
90.30
144.97
138.62
88.90
89.05
112.05
122.75
145.54
151.71
71.57
194.29
222.92
170.74
191.33
219.25
98.34
108.01
154.41
116.98
134.92
150.77
112.14
147.82
182.30

$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$

3.0%
254.29
254.29
254.29
235.26
155.67
134.50
116.27
102.38
93.01
149.32
142.78
91.57
91.72
115.41
126.43
149.90
156.27
73.71
200.12
229.61
175.86
197.07
225.83
101.29
111.25
159.05
120.49
138.97
155.29
115.50
152.25
187.77

$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$

3.0%
261.92
261.92
261.92
242.32
160.34
138.54
119.76
105.45
95.80
153.80
147.06
94.31
94.47
118.87
130.23
154.40
160.95
75.92
206.12
236.50
181.14
202.98
232.60
104.33
114.59
163.82
124.11
143.14
159.95
118.97
156.82
193.40

ADDENDUM TO LOCAL PUBLIC AGENCY (LPA) CONSULTING CONTRACT
WITH DLZ INDIANA LLC
On this
day of March 2026, St. Joseph County, Indiana, through its Board of Commissioners
(the “County”), and DLZ Indiana, LLC. (“Company”), enter into this Addendum to that certain Local
Public Agency Consulting Contract (“Agreement”) between them.
WHEREAS, the County has instituted an internal policy, partially as a result of guidance from the
State of Indiana, requiring certain contract terms be added to any contract executed by
the County following July 13, 2023; and
WHEREAS, the Agreement was not executed by the County prior to July 13, 2023; and
WHEREAS, the parties wish for the County to be allowed under its internal policy and State of
Indiana guidance to execute the Agreement.
NOW, THEREFORE, in consideration of the promises and mutual covenants set forth herein, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:

1.
For the purposes of this Addendum, all capitalized terms used herein and not
otherwise defined shall have the meaning set forth in the Agreement.
2.

The following County required terms are added to and fully incorporated in the

Agreement:
Debarment and Suspension

Rev. 06.12.2025

(a)

Company certifies, by entering into this Agreement, that neither it nor its
principals are presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from or
ineligible for participation in any Federal assistance program by any
Federal department or agency, or by any department, agency, or political
subdivision of the State of Indiana. The term
“principal” for purposes of the Agreement means an officer, director,
owner, partner, key employee, or other person with
primary management or supervisory responsibilities, or a person who has
a critical influence on or substantive control over the operation of the
Company.

(b)

Company, by entering into this Agreement, certifies that it does not
engage in investment activities in Iran as more particularly described in
IC 5-22-16.5.

(c)

Company shall provide immediate written notice to County if, at any time
after entering into this Agreement, Company learns that its certifications
were erroneous when submitted, or Company is

debarred, suspended, proposed for debarment, declared ineligible, has
been included on a list or received notice of intend to include on a list
created pursuant to IC 5-22-16.5, voluntarily excluded from or becomes
ineligible for participation in any Federal
assistance program. Any such event shall be cause for termination of this
Agreement as provided herein.

(d)

Company shall not subcontract with any partner which is debarred or
suspended or is otherwise excluded from or ineligible for participation
in any Federal assistance programs by any federal department or
agency, or by any department, agency, or political subdivision of the
State of Indiana.

Termination for Failure of Funding
Notwithstanding any other provision of this Agreement, if funds for the continued
fulfillment of this Agreement by County are at any time insufficient or not
forthcoming through a failure of any entity to appropriate funds or otherwise, then
the County shall have the right to terminate this Agreement without penalty by
giving written notice documenting the lack of funding, in which instance this
Agreement shall terminate and become null and void on the last day of the fiscal
period for which appropriations were received. County agrees to make its best
efforts to obtain sufficient funds, including but not limited to, requesting in its
budget for each fiscal period during the term hereof sufficient funds to meet its
obligations hereunder in full.

3.
Should any provision of the Agreement conflict with this Addendum, this Addendum
controls. In all other respects, the terms and conditions of Agreement shall remain unchanged and in full
force and effect.
IN WITNESS WHEREOF, the undersigned parties have set their hand on the date first recited
above.
ST. JOSEPH COUNTY, INDIANA THROUGH ITS
BOARD OF COMMISSIONERS
By:
Printed: Carl H. Baxmeyer
Title: President
By:
Printed: Anthony “Tony” Hazen
Title: Vice President
By:
Printed: Rafael Morton
Title: Member

Rev. 06.12.2025

DLZ INDIANA, LLC
By:
Printed: Laurie D. Johnson, PE
Vice President
Title:

MEMBERS
CARL H. BAXMEYER
District 1
RAFAEL MORTON
District 2

BOARD OF COMMISSIONERS

ANTHONY “TONY” HAZEN
District 3

INFRASTRUCTURE, PLANNING & GROWTH
CONSENT AGENDA
Tuesday, March 17, 2026
11:00 AM, 4th Floor Council Chambers
Development / Subdivision Requests

Special Events Requests
• Beacon Health Systems 2026 Sunburst Races
• Granger Paths 2026 5k
Traffic Regulatory Requests

227 W. Jefferson Blvd. | 7th Fl. | South Bend, IN 46601 P: (574)
235-9534 | F: (574) 235-7849

BEACON HEALTH SYSTEM JUVENILE JUSTICE CENTER AGREEMENT
This Nurse Practitioner (NP) Agreement (“Agreement”), with an effective date of March
17, 2026 (“Effective Date”), is by and between Beacon Health System, Inc., (“Beacon”), an
Indiana nonprofit corporation, and Thomas N. Frederick Juvenile Justice Center (“JJC”), (each a
“Party” and together “Parties”).
W I T N E S S E T H:
WHEREAS, Beacon provides or otherwise arranges for NP professional health care
services, including medication management.
WHEREAS, JJC desires to contract with Beacon to provide NP coverage to the JJC’s
residents;
NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth
herein, the Parties agree as follows:
I.

OBLIGATIONS AND COMMITMENTS OF BEACON
1.1 Services. Beacon shall provide NP services at JJC’s facility located at 1000 S.
Michigan St, South Bend, Indiana, as outlined in attached Exhibit A (“Medical Services”),
which is hereby incorporated into this Agreement, for JJC’s employees.
1.1.1 Beacon will staff the JJC with an employed NP(s).
1.1.2 Beacon and the NP(s) whom it assigns to staff the JJC will provide the Medical
Services in accordance with the following standards:
1.1.2 (a) The NP(s) assigned by Beacon to staff the JJC shall comply with all
applicable laws and regulations governing the licensing and the regulation of nurse
practitioners. The licenses of assigned NP(s) will not be subject to any restriction,
revocation, or suspension including, as applicable, any involuntary restriction on a
NP(s) federal Drug Enforcement Agency registration.
1.1.2 (b) The assigned NP(s) shall provide the Medical Services in a manner
consistent with all applicable laws and regulations and in a manner consistent
professional standards applicable to the JJC setting.
1.1.2 (c) The assigned NP(s)shall maintain all necessary and appropriate
professional credentials including, but not limited to, good standing with the
appropriate professional association(s).
1.1.2 (d) The assigned NP(s) will not have been convicted of any felony or
misdemeanor other than minor traffic offenses.

1

In the event that any NP(s) ceases to satisfy the requirements of this section 1.1.2, Beacon
shall promptly remove that NP(s) from service at the JJC and replace him or her with
another NP(s) who meets the requirements.
1.2 Third Party Payor Billing. Beacon will not bill, directly or indirectly, any third party
payor, including, without limitation, Medicare or Medicaid, or any Participant for the
Medical Services provided pursuant to this Agreement. Beacon acknowledges and agrees
that the compensation paid to Beacon by the JJC pursuant to this Agreement is the sole
compensation to be paid to Beacon in connection with its provision of NP services.
1.3 Medical Records. Beacon will maintain medical records of all Medical Services
provided to residents of the JJC in a professional manner consistent with the accepted
practice of the community in which the Medical Services are provided. Beacon shall also
comply with the privacy standards required by the Health Insurance Portability and
Accountability Act of 1996, as amended (HIPAA). Beacon shall utilize its own designated
electronic record software to document onsite medical care.
1.4 Professional Liability Insurance. Beacon shall provide each NP(s) assigned to
provide Medical Services at the JJC with professional liability insurance covering the acts
and omissions of such NP(s), with annual coverage limits per occurrence and in the
aggregate in such amounts and with such insurance companies as shall be reasonably
satisfactory to Beacon. Provided, however, that in no event shall the professional liability
insurance annual coverage limits be less than the limits required by Ind. Code 34-18-4-1,
as amended, or other applicable law; and, provided, further, that the NP(s) shall participate
in the Patient’s Compensation Fund pursuant to and to the extent required by Ind. Code 3418-6-1 et seq., as amended. Beacon shall provide the JJC with proof of such professional
liability insurance maintained for the NP(s) upon request.
1.5 Invoicing. Beacon will provide JJC with a monthly invoice of all fees and
reimbursements due per attached Exhibit B, which is hereby incorporated into this
Agreement, no later than the twentieth (20th) day of each calendar month following the
Effective Date.
II.

OBLIGATIONS AND COMMITTMENTS OF JJC
2.1 Employment of NP(s) . JJC acknowledges and agrees that the NP(s) provided by
Beacon are employees of Beacon. JJC further acknowledges and agrees that Beacon does
not commit to provide any particular person(s) as a NP(s) and that Beacon shall have the
right at any time and from time to time, with or without cause, to change the NP(s) staffing
the JJC.
2.2 Professional Medical Judgment. JJC acknowledges and agrees that the NP(s)
staffing the JJC will, in consultation with the individual Participants, determine the specific
Medical Services to be provided to a particular Participant. JJC acknowledges and agrees
that the NP(s) shall determine their own means and methods of performing Medical
2

Services pursuant to this Agreement and may consult with the JJC’s staff regarding
treatment plans.
2.3 Third Party Payor Billing. The JJC will not bill, directly or indirectly, any third
party payor, including, without limitation, Medicare or Medicaid, or any Participant for
the Medical Services provided pursuant to this Agreement.
2.4 Fees and Reimbursements. The JJC shall pay fees and reimbursements to Beacon,
upon Beacon’s submission of an invoice in accordance with above section 1.6, in
accordance with attached Exhibit B, which is hereby incorporated into this Agreement.
The JJC shall pay Beacon such invoiced amount no later than the thirtieth (30th) day
immediately following Beacon’s submission of the invoice. The JJC acknowledges and
agrees that it is solely responsible for payment of the fees and reimbursement owed to
Beacon pursuant to services in accordance with this agreement.
In the event that this Agreement automatically renews for one or more additional terms in
accordance with below section 3.1, then the rates of payment as described in Exhibit B shall
be increased over the amount paid during the initial term or any prior renewal period in
accordance with the following cost of living adjustment:
The cost of living increase adjustment shall be computed by reference to the Consumer
Price Index for All Urban Consumers, U.S. City Average by expenditure category and
commodity and service group (1967=100) published by the Bureau of Labor Statistics of the
United States Department of Labor (CPI-U). The CPI-U index for the month which is two
months prior to the first month of the renewal term shall be divided by the CPI-U index for
the month which is two months before the first month of the expiring term. The CPI-U index
number used shall be the number for all cities entitled "all items." From the resulting quotient,
there shall be subtracted the integer 1. The result shall be the percentage change in the cost
of living. If the result is a negative number, the rates of payment will not be adjusted and
will remain the same during the renewal term as the rates in the expiring term. The amount
paid for each renewal term shall be the amount in effect on the first month of the expiring
term plus the product of such amount multiplied by the percentage change in the cost of
living. If at the time required for the determination the CPI-U is no longer published or issued,
the parties shall use such other index as is then generally recognized and accepted for similar
determinations in the cost of living. If the index numbers required to compute the cost of living
increase adjustment are not available at the time each renewal term is scheduled to begin,
payment shall be made by JJC at the current rate at which JJC is at that time paying and shall
be adjusted retroactively upon the index numbers being available and the calculation being made.
Beacon shall perform the calculation described above promptly after the CPI-U data is
made available for the relevant months and will provide JJC written notice of any price
increase based on the calculation along with all supporting documentation.

3

III.

TERM AND TERMINATION
3.1 Term. The term of this Agreement (the “Term”) shall commence on the Effective
Date and continue for three (3) years. Thereafter, this Agreement shall automatically renew
for successive periods of one (1) year each unless either Party gives written notice of its
intention not to renew at least ninety (90) days prior to the expiration of the original term
or any successive term. Notwithstanding the foregoing, upon JJC’s receipt of a written
price increase notification from Beacon as described in Section 2.6, JJC may elect to nonrenew (or terminate if the renewal term has already commenced) this Agreement by
providing written notice of non-renewal to Beacon within 10 days of receipt of the price
increase notification.
3.2 Termination without Cause. Either Party may terminate this Agreement without
cause upon giving the other party ninety (90) days written notice at any time during the
Term.
3.3 Termination with Cause. Either Party may immediately terminate this Agreement
upon notice if: (i) the other Party fails to observe or comply with the provisions of this
Agreement or (ii) the other Party applies for or consents to the appointment of a receiver,
trustee, or liquidator, with respect to all or a substantial part of his/her assets, files a
voluntary petition in bankruptcy, admits in writing its inability to pay debts as they come
due, makes general assignment for the benefit of creditors, files a petition or an answer
seeking reorganization or arrangement with creditors in an involuntary petition under any
state or federal reorganization, insolvency, arrangement, bankruptcy or other debtor relief
provision, and such petition is not dismissed within thirty (30) days. The notifying Party
shall provide the notified Party written notice in accordance with section 4.13 of this
Agreement advising the notified Party that it is in breach of this section 3.3 of this
Agreement and specifying the nature of the breach. The breaching Party shall have two (2)
days to acknowledge receipt of said notice, and provided such acknowledgement occurs,
thirty (30) days from the date of receipt of the written notice in which to cure said breach.
If the breaching party does not acknowledge receipt of said notice within two (2) days of
receipt or does not cure any breach within thirty (30) days of receipt of notice of the breach,
the Agreement will terminate immediately.
3.4 Effect of Expiration or Termination. The expiration or the termination of this
Agreement shall not affect the obligation of the JJC to pay fees and reimbursement to
Beacon in accordance with above section 2.6.

IV.

GENERAL PROVISIONS
4.1 Relationship of the Parties. The Parties acknowledge and agree that Beacon’s
relationship to JJC is that of an independent contractor. Neither Party has any authority to
bind or obligate the other Party in any manner whatsoever. This Agreement does not make
either Party an agent of the other Party. Neither Party shall be responsible in any way for
any obligation or liability incurred or assumed by the other Party except as specifically
described in this Agreement. Neither Party shall hold itself out to any third Party as a
4

partner of, joint venture with, agent of or in any other capacity with regard to the other
party except as specifically described in this Agreement.
4.2 Indemnification. Each party ("Indemnifying Party") shall indemnify and hold
harmless the other party ("Indemnified Party"), which shall include all of the agents,
directors, officers, managers, members, employees and contractors of the Indemnified
Party, from and against any and all claims, losses, damages, causes of action, liabilities and
expenses, including without limitation reasonable attorneys' fees, relating to or arising out
of, or in connection with, in whole or in part, directly or indirectly: (i) a breach of any
provision of this Agreement by the Indemnifying Party; or (ii) any intentional, negligent,
wrongful, or criminal act or omission of the Indemnifying Party or its officers, directors,
agents, shareholders, managers, members, employees, and contractors. The Indemnified
Party shall give the Indemnifying Party prompt written notice of any claim against the
Indemnified Party relating to this Agreement. The Indemnifying Party shall undertake the
defense of any such claim, demand, action, controversy, or suit by counsel of its choosing,
at its sole cost and expense (and the Indemnified Party and its affiliates, directors, officers,
agents, and employees shall give the Indemnifying Party and such counsel reasonable
assistance and cooperation with respect to such defense); provided, however, that if
Indemnifying Party, within a reasonable time after notice of any such claim, demand,
action, controversy, or suit, fails to undertake defense thereof, then the Indemnified Party
and its affiliates, directors, officers, agents, and employees shall have the right to undertake
a defense, compromise, or settlement thereof at Indemnifying Party’s risk, subject to
Indemnifying Party’s right to assume such defense at any time prior to compromise or final
determination thereof.
4.3 JJC Does Not Perform Medical Services. Each Party acknowledges and agrees that
the JJC is not performing Medical Services or determining the appropriateness of any
Medical Services in the performance of its obligations pursuant to this Agreement and that
Medical Services shall be performed pursuant to this Agreement solely by the NP(s)
employed or contracted by Beacon; provided, however, that Beacon shall remain
responsible for the acts and omissions of the NP(s) .
4.4 Surviving Obligations. Section 3.4 of this Agreement, and any other provisions the
nature and context of which indicate the Parties’ intent to survive, shall survive and
continue in full force and effect following expiration or any termination of this Agreement.
4.5 Entire Agreement. This Agreement constitutes the entire understanding of the Parties
with respect to the subject matter hereof. This Agreement supersedes all prior written or
oral agreements relating to the subject matter hereof and is not contingent upon or
conditioned on the performance of any other agreement which may have been entered into
by the Parties.
4.6 Assignment. This Agreement may not be assigned in whole or in part by either Party
without the prior written consent of the other Party, except that this Agreement may be
assigned by either Party to another entity in connection with a re-organization, merger,
consolidation, acquisition or other restructuring involving all or substantially all of the
5

voting securities and/or assets of such Party provided that written notice of such assignment
is provided to the other Party promptly thereafter.
4.7 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the
Parties, their legal representatives, permitted transferees, successors and assigns.
4.8 Headings, Terms and References. The headings included in this Agreement are for
convenience only and only the text of each provision shall be construed to be the terms and
conditions of this Agreement. All singular terms shall include the plural, and all plural
terms shall include the singular, unless the context clearly indicates otherwise. All
pronouns shall include the feminine, neutral, and masculine, as the case may be, unless the
context clearly indicates otherwise. References to particular Sections and Exhibits are to
those of this Agreement. Exhibits to this are incorporated by reference.
4.9 Waiver. The failure of either Party to insist upon strict performance of any provision
of this Agreement, or to exercise any right or option conferred by any such provision, in
any one or more instances, shall not be construed to be a waiver or relinquishment of any
such provision, right or option, rather the same shall remain in full force and effect.
4.10 Severability. If any provision of this Agreement is determined to be invalid or
unenforceable, such provision shall be ineffective only to the extent of such invalidity or
unenforceability, so that the remainder of that provision and all remaining provisions of
this Agreement shall be valid and enforceable to the fullest extent permitted by applicable
law. The Parties will, in good faith, attempt to replace any invalid or unenforceable
provision with one that is valid and enforceable and comes as close as possible to
expressing the intent of the original provision.
4.11 Force Majeure. Any failure by Beacon to perform its obligations related to the
operation at the JJC, or for any failure by the NP(s) to perform Medical Services at the
JJC, shall be deemed not to be a breach of this Agreement if such failure by Beacon or the
NP(s) , is caused by a condition beyond Beacon’s or the NP(s) reasonable control
including, but not limited to, an Act of God, war, terrorism, strike, fire, flood, natural
disaster, governmental restrictions, power failure, pandemic, and internet outages or
damage to or destruction of any computer or network facilities or servers.
4.12 Governing Law. This Agreement shall be construed and governed by the laws of
the State of Indiana, without regard to its conflict of law provisions. Venue for the
enforcement or interpretation of any term or condition of this Agreement shall lie in a State
or federal court of competent jurisdiction located in St. Joseph County, Indiana. All claims
for medical malpractice shall be brought and pursued in compliance with the Indiana
Medical Malpractice Act.
4.13 Notices. All notices which are required or permitted under this Agreement shall be
made in writing delivered by personal service, commercial courier, or by first class United
States mail, postage pre-paid to the representatives identified below at the addresses
indicated, such notices by personal service deemed effective upon delivery and by
commercial courier or first class mail deemed effective three days after mailing, or by e6

mail at the addresses identified below, such notices being deemed given as of the date of
the sender’s receipt of a read receipt. If no e-mail address is identified below for a Party,
notice cannot be made to that Party by e-mail but instead must be by personal service,
commercial courier, or first class United States Mail.
To: Beacon Health System, Inc.
Director/VP
3245 Health Drive
Granger, IN. 46530

To: Thomas N. Frederick Juvenile Justice Center
1000 South Michigan Street
South Bend, IN 46601

Attention: Gregory E. Piper

Attention: Judge Loris P. Zappia and
Brandy Lord and
Board of County Commissioners
Of St. Joseph County
County/City Building
227 West Jefferson Boulevard
South Bend, IN 46601
Attention: Phillip Garrett, County Attorney

4.14 Time. Time is of the essence under this Agreement.
4.15 Amendments. Any amendment to this Agreement will not be enforceable unless set
forth in writing which is signed by a duly authorized representative of each Party.
4.16 Construction. Both Parties, having had the opportunity to review this Agreement
with the counsel of their choice, agree that the rule of construction that a contract be strictly
construed against the drafter shall not apply.
4.17 Third-Party Rights. Except as otherwise expressly stated herein, the Parties agree
that they do not intend to create any enforceable rights in any third parties under this
Agreement and that there are no third-party beneficiaries to this Agreement.
4.18 Counterparts and Delivery. This Agreement and any amendment thereto may be
executed in one or more counterparts by an authorized representative of Beacon and of JJC,
all of which shall be considered an original instrument, but all of which shall be considered
one and the same agreement. Any facsimile, e-mail, PDF, or photocopy of an executed
counterpart of, or signature page to, this Agreement and any amendment thereto shall be
given the same effect as the original. This Agreement and any amendment thereto may be
delivered via facsimile or e-mail transmission of an executed counterpart of, or signature
page to, this Agreement and any amendment thereto.
4.19 Execution and Enforceability of Agreement. The Parties represent and warrant to
each other that (a) each is not prevented by any other agreement or contract or any law
from entering into and performing this Agreement in accordance with its terms and (b) this
7

Agreement has been duly and validly executed and delivered, and constitutes the legal,
valid, binding and enforceable agreement of the Parties. The persons whose signatures are
set forth below represent and warrant that they are duly empowered to execute and deliver
this.
IN WITNESS WHEREOF, the parties have executed this Agreement effective the date first
written above.

Beacon Health System

Thomas N. Frederick Juvenile Justice
Center

Signature

Signature

Printed Name

Judge Loris P. Zappia

Title

Judge, St. Joseph County Probate Court

Date

Date

APPROVED BY ST. JOSEPH COUNTY BOARD OF COMMISSIONERS THIS _______
DAY OF _______________________, 2026.

______________________________________________

______________________________________________

______________________________________________

8

Exhibit A – NP JJC MEDICAL SERVICES
The Medical Services to be provided at the JJC shall include those services normally
permitted by the licensure of the NP(s) assigned by Beacon to operate at the JJC. Examples of
some, but not all, Medical Services which may, but will not necessarily, be provided at the JJC
include:
•
•
•
•
•
•
•
•
•
•
•
•
•

Working within the approved scope of practice as designated for this type of
professional.
Obtaining complete medical history and physical data on patients.
Interpreting and integrating data to determine appropriate diagnostic and therapeutic
procedures as needed.
Comprehensive psychiatric assessment of youth, including evaluation of mental health
symptoms, behavioral concerns, and treatment history.
Psychotropic medication management, including prescribing, monitoring effectiveness,
adjusting dosages, and assessing side effects.
Development of individualized treatment plans in collaboration with behavioral health
staff, case managers, and the medical director.
Ongoing clinical monitoring of youth receiving psychotropic medications, including
regular follow-up visits and documentation.
Coordination with multidisciplinary teams to ensure integrated care across medical,
mental health, and social services.
Crisis evaluation and stabilization support for youth experiencing acute psychiatric or
behavioral episodes.
Health education and counseling for youth regarding medication adherence, wellness,
and coping strategies.
Accurate and timely documentation in accordance with facility standards, state laws,
and regulatory requirements.
Participation in case reviews and clinical meetings with the medical director and facility
leadership.
Compliance with all legal, ethical, and safety standards governing juvenile justice
healthcare and advanced practice nursing.

9

Exhibit B – Service Fee Schedule
The JJC shall pay fees and reimbursements to Beacon for services provided under this agreement
as follows:
Nurse Practitioner: Beacon Health System will provide an Indiana Licensed NP to be at the JJC
for approximately one hour per week at a rate of $75 per hour. Any hours provided above 40 hours
per week will be billed at $115 per hour.
Medical Malpractice Fee
Medical Malpractice Fee will be billed at $1,500 annually, with the billing occurring each January
for the upcoming year.
Collaborating Physician Fee
The collaborating physician fee will be billed at $125 per hour and is expected to required
approximately one hour per month for necessary oversight.

10

Exhibit C – Software/Hardware
The JJC will provide a laptop computer for the APC and physical therapist to document
Participant encounters. The JJC will ensure software/hardware is maintained according to
industry and regulatory security standards
The JJC will provide software for case management, medical screening and encounter
documentation and tracking. The software will also include standard Microsoft Office and use of
JJC email for communication.
The JJC will be responsible for all hardware/software maintenance and security measures in
order to meet federal and state regulatory requirements.
Beacon will provide electronic medical record (EMR) software for Participants’ medical
evaluation and treatment documentation.

11

Exhibit D - Operating and Staffing Schedule

Day

Services/Clinic Hours

APC

NP(s) Staffing

5:00 am – 1:00 pm

7:00 am – 1:00 pm

5:00 am – 1:00 pm

7:00 am – 11:00 am

5:00 am – 1:00 pm

7:00 am – 1:00 pm

5:00 am – 1:00 pm

7:00 am – 11:00 am

or
6:00 am – 2:00 pm

Monday

or
6:00 am – 2:00 pm

Tuesday

or
6:00 am – 2:00 pm

Wednesday

or
6:00 am – 2:00 pm

Thursday

Physical
Therapist

5:00 am – 1:00 pm

or
6:00 am – 2:00 pm

Friday
Saturday

none

not applicable

not applicable

Sunday

none

not applicable

not applicable

The clinic will be closed for JJC holidays which may include New Year’s Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day, the day after Thanksgiving, and Christmas
Day.
We understand that the Independence Day and Christmas holidays results in significant
downtime for the RV industry. Therefore, staffing may be limited during this time.

12

March 10, 2026

DEPARTMENT OF INFORMATION TECHNOLOGY
Richard Warfield, Director

Commissioners, I am asking you to approve quote with Riversys Inc for the replacement of
Probate Court Technology. The current system is over 15 years old and no longer supported.
The total cost of this project is $153,025 and was quoted using Omnia Partners. This money is
already budgeted by the Juvenile Justice Center (JJC) and will be paid using account number
1182.42010.00000.0049.
Thank you,
Richard Warfield
Director
Department of Information Technology

227 W. Jefferson Blvd. | 2nd Fl. | South Bend, IN 46601
P: (574) 235-9784 | F: (574) 235-9090

ST. JOSEPH COUNTY
Juvenile-Probate Courts v2

Courtrooms
This proposal updates the audio/video technology in the courtrooms so that the rooms are designed to
support setup for video court proceedings.
All hardware / software will be provided as-a-service. This as-a-service model so the system can be
updated for newer components at any time during the service agreement without penalty. This allows
the technology to always be current and match St. Joseph County’s changing requirements.
Below is the description of the courtrooms that are designed to support setup for video court
proceedings. The installation and cabling costs assume there is a cable path from the equipment to the
equipment rack. The cable path must be large enough to pull the cables and easily accessible, using the
most direct path from the component to the equipment rack.
This version includes an equipment rack to host the equipment at or near the judge’s bench. We are
assuming the existing speakers are 70V. We provided a new 240watt amplifier to support them. If the
speakers are not 70V, we will need to adjust the design and cost. Also, the client provided FTR will
connect to the audio mixer in the rack via an extender.
The existing speakers and monitors in the courtroom can be replaced and the design does support
additional cameras and microphones that can be added as needed.

Courtroom #1 Package:

This courtroom will receive the Courtroom Package LT. This
Courtroom Package is a fully integrated package so the
courtroom’s video system is integrated with the FTR (For The
Record) court recording system.
Video System
A PTZ camera mounted in the room to capture the attorneys,
judge, and witness. The camera will be used during video calls.
The camera can manually controlled or moved to
preset locations such as a tight shot of the witness,
judge, attorneys, etc. Control of the camera is through
the touchpanel located on the judge’s bench (see
below).

An existing monitor in the room will be reused. The monitor will
be used to display evidence through the HDMI inputs at the
attorney’s desks, witness, and judge’s bench as well as show participants joining over video.
What is displayed on the monitors will be controlled through the touchpanel (see below).

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For Evidence Presentation, three HDMI inputs will be provided in the room. Connecting a PC or
other HDMI source will then be displayed on the Judge’s 24” preview monitor located at the
bench. The judge can then share what is on the preview monitor with the monitor in the court
and to the remote video sites. The location of the HMDI inputs will be one at each attorney
table and one at the judges bench. These are loose cables that will come up through a client
provided hole in the table and bench.
Audio System
Four 12” gooseneck microphones and 1 boundary mic will replace the existing microphones in
the room. The boundary microphone will be placed in front of the judge. The
gooseneck microphones will be located on the attorney desks, judge’s bench, and
witness stand. The gooseneck microphones will provide voice lift in the room as
well as transmit audio to remote participants. The boundary microphones will
only be used for audio recording and transmission. The output of all the
microphones and the remove video sites will go into the input channels into the FTR Court
Recording system. The existing speakers will be reused to project audio from remote
participants, from the gooseneck microphones, and presentations.
Control System
Primary control over the cameras, speakers, microphones, and presentations is provided
through a 10” control panel at the judge’s bench. The menu structure on the existing panel will
be recreated as much as possible. It will provide operator control of the video system, camera,
and HDMI inputs in the courtroom. With this touchscreen, users can
launch calls, control volume, select screen layouts, pan/tilt/zoom the
camera, and project PC presentations.
3 years of maintenance is included with the system and covers help
desk support, expedited parts replacement, and software updates.

Courtroom #2 Package:
This courtroom will receive the Courtroom Package LT. This
Courtroom Package is a fully integrated package so the
courtroom’s video system is integrated with the FTR (For The
Record) court recording system.
Video System
A PTZ camera mounted in the room to capture the attorneys,
judge, and witness. The camera will be used during video calls.
The camera can manually controlled or moved to
preset locations such as a tight shot of the witness, judge, attorneys, etc. Control of
the camera is through the touchpanel located on the judge’s bench (see below).
An existing monitor in the room will be reused. The monitor will be used to display
evidence through the HDMI inputs at the attorney’s desks, witness, and judge’s
Confidential
Page 2 of 11

bench as well as show participants joining over video. What is displayed on the monitors will be
controlled through the touchpanel (see below).
For Evidence Presentation, three HDMI inputs will be provided in the room. Connecting a PC or
other HDMI source will then be displayed on the Judge’s 24” preview monitor located at the
bench. The judge can then share what is on the preview monitor with the monitor in the court
and to the remote video sites. The location of the HMDI inputs will be one at each attorney
table and one at the judges bench. These are loose cables that will come up through a client
provided hole in the table and bench.
Audio System
Four 12” gooseneck microphones and 1 boundary mic will replace the existing microphones in
the room. The boundary microphone will be placed in front of the judge. The
gooseneck microphones will be located on the attorney desks, judge’s bench, and
witness stand. The gooseneck microphones will provide voice lift in the room as
well as transmit audio to remote participants. The boundary microphones will
only be used for audio recording and transmission. The output of all the
microphones and the remove video sites will go into the input channels into the FTR Court
Recording system. The existing speakers will be reused to project audio from remote
participants, from the gooseneck microphones, and presentations.
Control System
Primary control over the cameras, speakers, microphones, and presentations is provided
through a 10” control panel at the judge’s bench. The menu structure on the existing panel will
be recreated as much as possible. It will provide operator control of the video system, camera,
and HDMI inputs in the courtroom. With this touchscreen, users can
launch calls, control volume, select screen layouts, pan/tilt/zoom the
camera, and project PC presentations.
3 years of maintenance is included with the system and covers help
desk support, expedited parts replacement, and software updates.

Courtroom #3 Package:
This courtroom will receive the Courtroom
Package LT. This Courtroom Package is a
fully integrated package so the courtroom’s
video system is integrated with the FTR (For
The Record) court recording system.
Video System

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A PTZ camera mounted in the room to capture the attorneys, judge, and witness. The camera
will be used during video calls. The camera can manually controlled or moved to preset
locations such as a tight shot of the witness, judge, attorneys, etc. Control of the
camera is through the touchpanel located on the judge’s bench (see below).
An existing monitor in the room will be reused. The monitor will be used to display
evidence through the HDMI inputs at the attorney’s desks, witness, and judge’s
bench as well as show participants joining over video. What is displayed on the
monitors will be controlled through the touchpanel (see below).
For Evidence Presentation, three HDMI inputs will be provided in the room. Connecting a PC or
other HDMI source will then be displayed on the Judge’s 24” preview monitor located at the
bench. The judge can then share what is on the preview monitor with the monitor in the court
and to the remote video sites. The location of the HMDI inputs will be one at each attorney
table and one at the judges bench. These are loose cables that will come up through a client
provided hole in the table and bench.
Audio System
Four 12” gooseneck microphones and 1 boundary mic will replace the existing microphones in
the room. The boundary microphone will be placed in front of the judge. The
gooseneck microphones will be located on the attorney desks, judge’s bench, and
witness stand. The gooseneck microphones will provide voice lift in the room as
well as transmit audio to remote participants. The boundary microphones will
only be used for audio recording and transmission. The output of all the
microphones and the remove video sites will go into the input channels into the FTR Court
Recording system. The existing speakers will be reused to project audio from remote
participants, from the gooseneck microphones, and presentations.
Control System
Primary control over the cameras, speakers, microphones, and presentations is provided
through a 10” control panel at the judge’s bench. The menu structure on the existing panel will
be recreated as much as possible. It will provide operator control of the video system, camera,
and HDMI inputs in the courtroom. With this touchscreen, users can
launch calls, control volume, select screen layouts, pan/tilt/zoom the
camera, and project PC presentations.
3 years of maintenance is included with the system and covers help
desk support, expedited parts replacement, and software updates.

Courtroom #4 Package:

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Page 4 of 11

This courtroom will receive the Courtroom Package
LT. This Courtroom Package is a fully integrated
package so the courtroom’s video system is
integrated with the FTR (For The Record) court
recording system.
Video System
A PTZ camera mounted in the room to capture the
attorneys, judge, and witness. The camera will be
used during video calls. The camera can
manually controlled or moved to preset locations such as a tight shot of the witness,
judge, attorneys, etc. Control of the camera is through the touchpanel located on
the judge’s bench (see below).
An existing monitor in the room will be reused. The monitor will be used to display
evidence through the HDMI inputs at the attorney’s desks, witness, and judge’s bench as well as
show participants joining over video. What is displayed on the monitors will be controlled
through the touchpanel (see below).
For Evidence Presentation, three HDMI inputs will be provided in the room. Connecting a PC or
other HDMI source will then be displayed on the Judge’s 24” preview monitor located at the
bench. The judge can then share what is on the preview monitor with the monitor in the court
and to the remote video sites. The location of the HMDI inputs will be one at each attorney
table and one at the judges bench. These are loose cables that will come up through a client
provided hole in the table and bench.
Audio System
Four 12” gooseneck microphones and 1 boundary mic will replace the existing microphones in
the room. The boundary microphone will be placed in front of the judge. The
gooseneck microphones will be located on the attorney desks, judge’s bench, and
witness stand. The gooseneck microphones will provide voice lift in the room as
well as transmit audio to remote participants. The boundary microphones will
only be used for audio recording and transmission. The output of all the
microphones and the remove video sites will go into the input channels into the FTR Court
Recording system. The existing speakers will be reused to project audio from remote
participants, from the gooseneck microphones, and presentations.
Control System
Primary control over the cameras, speakers, microphones, and presentations is provided
through a 10” control panel at the judge’s bench. The menu structure on the existing panel will
be recreated as much as possible. It will provide operator control of the video system, camera,
and HDMI inputs in the courtroom. With this touchscreen, users can
launch calls, control volume, select screen layouts, pan/tilt/zoom the
camera, and project PC presentations.

Confidential

3 years of maintenance is included with the system and covers help
desk support, expedited parts replacement, and software updates.
Page 5 of 11

Courtroom #5 Package:
This courtroom will receive the Courtroom Package LT. This
Courtroom Package is a fully integrated package so the
courtroom’s video system is integrated with the FTR (For The
Record) court recording system.
Video System
A PTZ camera mounted in the room to capture the attorneys,
judge, and witness. The camera will be used during video calls.
The camera can manually controlled or moved to preset locations such as a tight
shot of the witness, judge, attorneys, etc. Control of the camera is through the
touchpanel located on the judge’s bench (see below).
An existing monitor in the room will be reused. The monitor will be used to display
evidence through the HDMI inputs at the attorney’s desks, witness, and judge’s
bench as well as show participants joining over video. What is displayed on the monitors will be
controlled through the touchpanel (see below).
For Evidence Presentation, three HDMI inputs will be provided in the room. Connecting a PC or
other HDMI source will then be displayed on the Judge’s 24” preview monitor located at the
bench. The judge can then share what is on the preview monitor with the monitor in the court
and to the remote video sites. The location of the HMDI inputs will be one at each attorney
table and one at the judges bench. These are loose cables that will come up through a client
provided hole in the table and bench.
Audio System
Four 12” gooseneck microphones and 1 boundary mic will replace the existing microphones in
the room. The boundary microphone will be placed in front of the judge. The
gooseneck microphones will be located on the attorney desks, judge’s bench, and
witness stand. The gooseneck microphones will provide voice lift in the room as
well as transmit audio to remote participants. The boundary microphones will
only be used for audio recording and transmission. The output of all the
microphones and the remove video sites will go into the input channels into the FTR Court
Recording system. The existing speakers will be reused to project audio from remote
participants, from the gooseneck microphones, and presentations.
Control System

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Page 6 of 11

Primary control over the cameras, speakers, microphones, and presentations is provided
through a 10” control panel at the judge’s bench. The menu structure on the existing panel will
be recreated as much as possible. It will provide operator control of the video system, camera,
and HDMI inputs in the courtroom. With this touchscreen, users can
launch calls, control volume, select screen layouts, pan/tilt/zoom the
camera, and project PC presentations.
3 years of maintenance is included with the system and covers help
desk support, expedited parts replacement, and software updates.

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Pricing
P/N

Description

QTY

Monthly Price

Total Monthly
Price

1

$377

$377

1

$392

$392

Courtroom #1
PKG-VID-1-22
PKG-AUD-0-4-1

Video Package - Includes Flex video system, camera, 3
Evidence Inputs, encoder/decoders, 24" Judge Monitor,
touchpanel controller
Audio Package - Includes audio mixer, processor, amplifier,
4 gooseneck microphones, 1 table microphone

PKG-CNTRL-C-S

Control Package - Includes control system and switch

1

$20

$20

PKG-RACK-0-0

Cables, Rack, Misc Items

1

$191

$191

SRV-MAINT-0-3

3 Years Help Desk, Parts Replacement, Software Updates

1

$176

$176

1

$377

$377

1

$392

$392

Courtroom #2
PKG-VID-1-22
PKG-AUD-0-4-1

Video Package - Includes Flex video system, camera, 3
Evidence Inputs, encoder/decoders, 24" Judge Monitor,
touchpanel controller
Audio Package - Includes audio mixer, processor, amplifier,
4 gooseneck microphones, 1 table microphone

PKG-CNTRL-C-S

Control Package - Includes control system and switch

1

$20

$20

PKG-RACK-0-0

Cables, Rack, Misc Items

1

$191

$191

SRV-MAINT-0-3

3 Years Help Desk, Parts Replacement, Software Updates

1

$176

$176

1

$377

$377

1

$392

$392

Courtroom #3
PKG-VID-1-22
PKG-AUD-0-4-1

Video Package - Includes Flex video system, camera, 3
Evidence Inputs, encoder/decoders, 24" Judge Monitor,
touchpanel controller
Audio Package - Includes audio mixer, processor, amplifier,
4 gooseneck microphones, 1 table microphone

PKG-CNTRL-C-S

Control Package - Includes control system and switch

1

$20

$20

PKG-RACK-0-0

Cables, Rack, Misc Items

1

$191

$191

SRV-MAINT-0-3

3 Years Help Desk, Parts Replacement, Software Updates

1

$176

$176

1

$377

$377

1

$392

$392

Courtroom #4
PKG-VID-1-22
PKG-AUD-0-4-1

Confidential

Video Package - Includes Flex video system, camera, 3
Evidence Inputs, encoder/decoders, 24" Judge Monitor,
touchpanel controller
Audio Package - Includes audio mixer, processor, amplifier,
4 gooseneck microphones, 1 table microphone

Page 8 of 11

PKG-CNTRL-C-S

Control Package - Includes control system and switch

1

$20

$20

PKG-RACK-0-0

Cables, Rack, Misc Items

1

$191

$191

SRV-MAINT-0-3

3 Years Help Desk, Parts Replacement, Software Updates

1

$176

$176

1

$377

$377

1

$392

$392

Courtroom #5
PKG-VID-1-22
PKG-AUD-0-4-1

Video Package - Includes Flex video system, camera, 3
Evidence Inputs, encoder/decoders, 24" Judge Monitor,
touchpanel controller
Audio Package - Includes audio mixer, processor, amplifier,
4 gooseneck microphones, 1 table microphone

PKG-CNTRL-C-S

Control Package - Includes control system and switch

1

$20

$20

PKG-RACK-0-0

Cables, Rack, Misc Items

1

$191

$191

SRV-MAINT-0-3

3 Years Help Desk, Parts Replacement, Software Updates

1

$176

$176

Total Monthly
(36 months) =

$5,780

One-Time Fees
INSTL-1

Installation & Project Management – Courtroom #1

1

$23,169

$23,169

INSTL-2

Installation & Project Management – Courtroom #2

1

$23,169

$23,169

INSTL-3

Installation & Project Management – Courtroom #3

1

$23,169

$23,169

INSTL-4

Installation & Project Management – Courtroom #4

1

$23,169

$23,169

INSTL-5

Installation & Project Management – Courtroom #5

1

$23,169

$23,169

Estimated
Shipping =

$2,500

Total One-Time
Fees =

$118,345

Confidential

Page 9 of 11

Maintenance Support
Any River Systems Maintenance includes the following and is in addition to any manufacturer
warranty.
Helpdesk:
Customer will have access to Help Desk (888-777-8719), Monday through Friday, excluding
holidays, twenty-four hours a day. The Helpdesk will provide telephone-based assistance for
information requests on features, functions and equipment operation; trouble ticket issuance
and coordination; and remote testing and trouble resolution with the on-site Customer
contact. The Help Desk will provide support through the customers’ IT support team. The Help
Desk will also provide 2nd tier engineering support and access to the manufacturers technical
support organizations.
Troubleshooting:
Trouble shooting due diligence will be performed remotely from the Help Desk prior to
authorizing parts replacement. Customer will be required to provide a local onsite resource to
participate in the remote due-diligence diagnostic process. Customer will be required to
provide remote access, IP connectivity over the internet to equipment in support of diagnostics
and testing.
Service to equipment or changes to configurations provided by a vendor other than River
Systems or other non-trained personnel will not be supported.
Advanced Parts Replacement:
Expedited equipment replacement and parts are covered by River Systems for US locations.
Advanced Parts Replacement coverage provides parts for repair of the failed equipment and
permanent wiring installed by River Systems. If River Systems determines that the equipment
has failed and cannot be repaired at the equipment location, River Systems will expedite
equipment to replace the failed component. It will be the customer’s responsibility to return
the failed component to River Systems or a location designated by River Systems. The
replacement product may be new or from repair stock inventory. Parts replacement outside of
the US does not include shipping, VAT, duties or other custom fees to get the component to the
client location.
Software Maintenance:
Minor software updates are included and are generally limited to defect fixes, security patches
and other software enhancements deemed necessary by the manufacturer for proper
operation. The customer will be provided access to software updates. River Systems can
perform the updates at normal time & material rates.
On-Site Time and Material:
On-site service is available to customers in the US on a Time and Material (T&M) basis. River
Systems will work with you to schedule a maintenance technician as soon as possible. The
prevailing River Systems hourly wage rates will prevail with a four-hour minimum and the
customer will be responsible for all travel costs. During normal business hours (8am to 5pm
Monday through Friday) the current River Systems preferred hourly rate for customers with
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Page 10 of 11

maintenance service coverage will apply. The rate for out of hours support and weekends will be
at time and one half. Holiday support will be at double time. River Systems will attempt to
schedule on-site support to arrive within 3 business days, but will be scheduled no more than 2
weeks from date River Systems approves the request.
Exceptions – This agreement does not cover:
A. Repairs or service required because of misuse, abuse, unauthorized modifications, or acts
of God.
B. Consumable accessories including lamps, batteries, and open cables.
C. Changes to software and room control programming.
D. Failures or damage resulting from Customer/contractor movement of equipment or
reconfiguration of components.
E. Deterioration of usage sensitive components
F. Images burned on displays
G. Service to equipment or changes to configurations provided by a vendor other than River
Systems or other non-trained personnel will not be supported
Commencement of Coverage:
Support coverage of this agreement will commence on the date of system/equipment
acceptance; the date of first system use; or 30 days after the first scheduled equipment delivery
date or the first requested date by River Systems for installation, whichever occurs first.
Manufacturer Warranty/Support:
However, if no support is ordered, or Manufacturer Warranty/Support is ordered, then each
hardware component and software is covered under each product’s manufacturer warranty and
support is directly to each manufacturer. In this case, Help Desk Support and equipment
replacement or repair are covered directly by the manufacturer of the equipment. Based upon
the specific terms of the manufacturer, the customer will be responsible to ship the item to the
manufacturer to be repaired or replaced by the manufacturer. Typical turn-around time ranges
from two to three weeks from time of defect confirmation. Warranty periods vary by
manufacturer and product.

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