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HomeMy WebLinkAbout00 Jacobi Toombs & Lanz AgreementC~~~~ AGREEMENT Revised 2!11/98 THIS AGREEMENT is made and entered into this `~~ day of ~ O , 2002, by and between the Cit_v of Jeffersonville Indiana, acting by and through its proper officials, hereinafter referred to as the LOCAL PUBLIC AGENCY or LPA, and Iacobi. Toomb and Lanz Inc onsulting Engineers 120 Bell Avenue .Clarksville Indiana, hereinafter referred to as the CONSULTANT. WITNESSETH WHEREAS, the LPA desires to contract for Construction Engineering Services in connection with TP Pro~ect No. C730 9 the construction f Veteran Parkwa ntercit Road and SIB Pro~ect No. 73010) the construction of the Veterans ParkwatiBridQe ~VPr U S 31 and the L & I Railroad Tracks. in Ieffersonville and larksville Clark ounty Indiana. ~Y/HEREAS, the CONSULTANT has expressed a willingness to perform such Constriction Engineerine Services on behalf of the Local Public Agency or LPA; and • WHEREAS, the parries have agreed that the CONSULTANT shall provide the services and documents described herein, in relation to the following described project(s): Project: STP Proiect No. C730(91 Veterans Parkway and SIB Project No C730(10 Veterans Parkwa Brid ver U.S. 31 and the L & I ailroad Track C nstruc ion in effers nville and larksville Clark County Indiana; NOW THEREFORE, in consideration of the following mutual covenants, the parties hereto mutually covenant and agree as follows: SECTION I SERVI ES BY ONSULTANT The services to be provided by the CONSULTANT under this Agreement are as set out in Appendix "A", attached to this Agreement, and made an integral part hereof. SECTION II INFORMATION AND SERVI ES TO BE FUR TISHED BY LPA The information and services to be furnished by the LOCAL PUBLIC AGENCY are as set out in Appendix "B", attached to this Agreement, and made an integral part hereof. • C:18ydney\w~loc,\9\y603\9603A\LPtlagreevents7~d Page 1 of 22 • SECTION III NOTICE TO PROCEED AND SCHEDULE Revised ?/ l I /98 The CONSULTANT shall begin the work to be performed under this Agreement upon receipt of the written notice to proceed from the LOCAL PUBLIC AGENCY, and shall deliver the work to the LOCAL PUBLIC AGENCY in accordance with the schedule contained in Appendix "C", attached to this Agreement, and made an integral part hereof. The CONSULTANT shall, not begin work prior to the date of the notice to proceed. SECTION IV COMPENSATION The CONSULTANT shall receive payment for the work performed under this Agreement as set forth in Appendix "D", attached to this Agreement, and made an integral part hereof. The cost principles contained in the Federal Acquisition Regulations, 48 CFR Part 31, sl~a~l be adhered to for work under this Agreement.. • SECTION V GENERAL PROVISIONS Work Office The CONSULTANT shall perform the work under this Agreement at the following office(s): Jacobi, Toombs and Lanz, Inc., Consulting Engineers 120 Bell Avenue Clarksville, Indiana 47129 The CONSULTANT shall notify the LOCAL PUBLIC AGENCY of any change in its mailing address and/or the location(s) of the office(s) where the work is performed. Emplo~v..ment During the period of this Agreement, the CONSULTANT shall'not engage, on a full or part time or other basis, any LPA personnel who remain in the employ of the LOCAL PUBLIC AGENCY. U Pa e2of22 C:\."y~ney\~da s\9\960319~~3.\\LPA.igrerusc~~•~+d g • 3. ~nvenant Aeainst Continsent Fees Revised =!11/98 The CONSULTANT warrants that it has not employed or retained any company or person, other than a bona Fide employee working-solely for the CONSULTANT, to solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the CONSULTANT, any-fee, commission, percentage, brokerage fee, gift,•or any other consideration, contingent upon or resulting from the award or making of this Agreement. For breach or violatiot~is warranty, the LOCAL PLBLIC AGENCY" shall have the right to annul this Agreement without liability or, in its discretion. to deduct from the Agreement price~or consideration, or otherwise recover, the full a' nt of such tee, commission, percentage, brokerage fee, gift or contingent fee. ~. ~ublenin~ and Assignment i ne CONSULT.~,~+~I' and its subcontractors, if any, shall not assign, sublet, subconcac;. or otherwise dispose of the whole or any part of the work under this Agreement without prior written consent of the LP.A and the Indiana Department of Transportation ("INDOT"). Consent for such assignmene shall not relieve the CONSULTANT of any of its duties or responsibilities hereunder. ~. Llwne-ship of Documens All documents, including tracings, drawings, repots, estimates, specifications, held notes, investitrations, studies, etc. ("the documents"), as instruments ofservice, shall remain the property ofthe LPA. Neither the LOCAL P(JBLIC AGENCY', nor any person, firm or corporation acting on behalf of the LOCAL PLBLIC AGENCY, shall use the documents, or copies of the documents, for any work or project other than the work or project for which the CONSULTANT prepared the documents. The CONSULTP.i~T shat! have no liability for personal injury, death, property damage or economic loss, of whatever kind or character, arising out of, or relating to, the use by LOCAL PUBLIC AGENCY or any person, firm or corporation acting on behalf of LOC.Ai. PLBLIC AGENCY, of the documents, or copies of the documents, for any work or project other than the work or project for which the CONSULTANT prepared the documents. r~ U Page 3 of 2? .~ • ReviscdJl lN8 1 The LOCAL PUBLIC AGENCY may make unlimited copies oFthe documents furnished by the CONSULTANT. Access to Records During the Agreement period and for three (3) years from the date of final payment under the terms of this Agreement, the CONSULTANT and its subcontractors shall maintain al( books, documents, pagers, accounting records and other evidence pe,^~.ainin~ to the cost incurred and shall make such materials available at [heir respective offices at all reasonable times for inspection or audit by the .LOCAL PLBL[C AGENCY, fNDOT, the Federal Highway Administration ("FHWA"), or other authorized representatives of the federal government, and copies thereof shall be furnished if requested. Audit «~orkina Papers and Conclusions The CONSULTANT agrees that, uoon request by any agency pa,,icioating in federally-a.~sisted • pro,rams with whom the CONSULTAi`+-I' has concreted or seeks. to contract, the L°A, iNDOT, FH«'A, or . other authorized representatives of the federal government may release or make available to the aSencv anv working papers from an audit performed by such agency of the CONSULTANT and its subcontractors in connection with this Agreement, including anv books, documents, papers, accounting records and oche: documentztion which support or form the basis for the auditconclusions and judgments. Compliance. with State and Other Laws The CONSULTANT agrees to comply with all federal, state and local laws,- rules, regulations, or ordinances, that~are applicable at the time the CO?~'SULTANT's services puruant to this Agreement are rendered, and all provisions required thereby to be included herein are hereb~~ incorporated b~~ reference. Res~pnsibility of the CONSULTANT ?.. The COtr`SULTANTshall be responsible for the professional quality, technical accuracy, and the coordination of all desicns, drawines, specifications and other services furnished by the COI~'SULTANT under this contract. The CONSULTANT shall, without additional compensation, correct or revise any errors or deficiencies in iu designs, drawines, specifications, and other services if the errors or deficiencies resulted, independently of all other causes, from negligence of the CONSULTANT. The CONSULTANT shall not be Page 4 of ~? 4 • RcviSCd'Jl l/98 responsible for errors, omissions or deficiencies- in the desi`,ns, drawings, specifications, reports or ocher services of the LOCAL PUBLIC AGENCY or other consultants, including, without limitation, surveyors and geotechnical en_ineers, who have been retained by LOCAL PUBLIC AGENCY. Tne CONSULTANT shall have no liability for errors or deficiencies in iu designs, drawings, specifications and other services that were caused, or contributed to, by errors or deficiencies (unless such error, omissions or deficiencies were known or should have been known by the CONSULTANT) in the designs, drawings, specifications and other services furnished by the LOCAL PUBLIC AGENCY. CNDOT, or other consultants retained b~ the LOCAL PUBLIC AGENCY. B. Neither the LOCAL PUBLIC AGENCY'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 pe,formance of tha contract, and the CO~tv'SULT.4NT shall be and remain liable to the LOCAL PL'BL[C AGENCY in accordance with applicable law for all damages to the LOCAL PUBLIC AGENCY' caused by the CONSULTANT'S negligent performance of any of the se~'ices furnished under this contact. C. : ne CONSULTANT shall be responsibie for all damage to life and property caused by errors or omissions of the CONSULTANT, its subcontractors. ag°_nts, or employees in connection with the se-vices rendered by the CONSULTANT pursuant co this contract. The CONSULTANT shall indemnify, defend, and hold harmless the LOCAL PUBL[C AGENCY, INDOT and the State of Indiana, L`teir of;icials and employees, from any liability • due to loss, damage, injuries, or other casualties of whatever kind, which, directly and . independently of all other causes, arise out of, or result from, the negligence of the CONSULT?.i`,1T, its agents or employees, in performing the services that are required of rife CONSULTANT by this contract. D. The CONSULTAiv i shall have no respensibi[it}~ for supervising, directing or concolling the work of contractor or other consultants retained by the LOCAL PUBLIC AGENCY, nor shall the CONSULTANT have authority over, or responsibility for, the means, methods. techniques, sequences or procedures of construction (except those required by fire contract plans, specifications, special provisions, etc. prepared by the CONSULTANT) selected by contractor. The CONSULTANT shall have no responsibili^.~ for the safety of persons on or off the job site, and whether or not engaged in the work, for safety precautions and programs incident to the work of contractors, or for any failure of contractors or others to exercise care for the safety of any° pe.~on, including employees of contractors, or to comply with laws, rules, regulations, ordinances, codes or orders applicable to contractors' performance of the work. E The ri¢iits and remedies of the LOCAL PLBLIC AG't~. +CY provided for under this contract are in addition to any other righs and remedies provided b~° law, F. The CONSULTANT shall have an affirmative duty to advise. the. LOCAL PUBLIC AGENCY of any known or obvious errors, omissions, or deficiencies in the designs, drawings, specifications, reports, or other services of the LOCAL PUBLIC AGENCY or consultants retained by the LOCAL PUBLIC AGENCY. Page 5 of 2~ 4 • Revised J11198 10. Status of Claims The CONSULTANT shall be responsible for keeping the LOCAL PUBLIC AGENCY and INDOT currently advised as to the status of any claims made for damages against the CONSULTA~i i resultin from services performed under this Agreement. The CONSULTANT shall send notice of claims related to work under this Agreement to Chief Counsel, Indiana Department of Transportation, [00 North Senate Avenue, Room N-30, [ndianapolis, IN 40?04-??49. 1 1. W'orkr^an's Compensation and Liability Insurance The CONSULTANT shall procure and maintain insurance coverin? all operations under this Agreement, whether performed by the CONSULTANT or its subcontractor, from insurance companies licensed to do business in the State of Indiana. of the kinds and in the amouns hereinafter provided, until final payment by the LP.4 for the services covered in this Agreement. the CONSULTANT shall not be • given notice to proceed until it has furnished certificates in a form satisfactory to the LPA, showing compliance wiLti [his section. During the fife of this Agreement, the CONSUL T Air-T' shall provide the LPA with certificates showing that the required insurance has been maintained, at the request of the LPA. The ce^ificates shall provide that the policies shall not be changed or canceled without ten (10) days prior written notice to the LPA. If such notice is given, the LPA, at its sole nation, may terminate this Agreement. In such event, the CONSULTANT shall not be entitled to any further compensation under [his Agreement. The kinds and amounts of insurance required are as follows: .4. Policies covering the oblieations of the CONSULTAtr'T pursuant to the provisions of the Workers' Compensation laws. ibis Agreement shall be void and of no efrect unless the CONSULTANT procures and maintains such policies until final acceptance of the work. B. Comprehensive occurrence policies for bodily injury liability and property damage liability insurance including owners' or contractors' protective coverage with a save and hold harmless endorsement for the types herein specified each with limits of 51,000,000.00 per occurrence for bodily injury or property damage with a 52,000,000.00 annual aggregate. Such policies shall have no deductibles or self-insured retentions. • C. Automobile policies for bodily injury and propcm damage liability insurance for the types herein specified with limits of 51,000,000.00 per person and 53,000,000.00 per accident and Page 6 of'? ti Rcvised'J1 1/98 • $1,000,000.00 for property damage, including hired and non-owned vehicles. Such policies shall have no deductibles or self-insured retentions. 1 ~. Pro;ress Reports The CONSULT.-ANT shall submit a progress report to the LPA on or before the tenth (10th) day of each month, showing progress to the first of the month. T'ne reaort shall consist of a progress char with the initial schedule on which shall be super imposed the current status of the work. 13. Changes in Work In the event the LP.4 requires a material change in scope, character or complexity of the work after [he work has progressed as directed by the LOCAL PUBLIC AGENCY, adjusunents in comoensation to the CONSULTANT and in time for performance of [he work as modified shall be determined by the LPA, subjec; to the CONSULTAtvTs approval. The CONSULTANT shall not commence the additional work or the change of the scone of the work until a suoolemental contract is executed and the CONSULTANT has • received written authorization from the LPA and INDOT to proceed w•it;'t the work. 1 ;. Delays and Extensions The CONSULT.~.Iv T agrees that no charges or claim for damages shall be made by it for any minor de!avs from any cause whatsoever during the progrer of any portion of the services specified in this Agreement. Any such delays shall be compensated for by an extension of time for such period as may be determined by the LPA, subject to the CONSULTA~+Ts approval. However, it being understood, that the permirine of the CONSULTA~~? to proceed to complete any sew-ices, or any par of them afrer the date to which the time of completion may have been extended, shall in no w-av operate ~s a waiver on the part of the LPA of any of its rishu herein. 1~. Abandonment and Termination The LOCAL PUBLIC AGENCY reserves the right to terminate or suspend this Agreement upon thirty (30) days written notice. • Page 7 of 22 4 • {tCv ISCd .~..~~ ~/QQ A. [f the LOCAL PUBLIC AGENCY shall abandon the services herein mentioned, the CONSULTANT shall deliver to the LOCAL PUBLIC AGENCY all data, repurts, drawings, specifications and estimates completed or partially completed. which shall become the property of the LPA- The earned value of [hC work performed shall be based upon an estimate of the portion of the total services tf~at have been rendered by the CONSULTANT to the date of the abandonment and which estimate shall be made by the LOCAL PLBLIC AGENCY in the exercise of its honest and reasonable judgment for services to be paid on a lump sum basis, and it shall be based upon an audit for those services to be paid for on a cost basis or a cost .plus fixed fee basis. The audit shall be performed b~ the Indiana Department of Transportation's Division of Accounting and Control in accordance with eenerally accepted auditing standards and the cost principles contained in the Federal Acquisition Regulations, ~3 CFR Part ~ I. i ne payment made to the CONSUL T ANT si;all be paid as the final payment in full settlement Tor its services hereunder. B. If, at any time, for any cause whatsoever, the CONSULTANT shall abandon or tali to time!v perform any of its duties hereunder; including the preparation and completion, of plans and specir~cations within the time specicied, or within such further extension or extensions of time as may be agreed upon, the LOCAL PUBLIC AGEtiC~" may dive written notice that if the CONSULTANT has not complied with the requirements of this Agreement within twenty (20) calendar days from [he date of such notice, then the .4,reement is deeme~ terminated. Upon the mailing or delivery of such notice or personal delivery [hereof to the CONSULTAtv~", and the failure of the CONSULTANT within the twenty (?0) day period to fully comply with each and all requirements of this Agreement, this Agreement shall • terminate and the LOCAL PUBLIC AGENCY may by any method it deems to be necessa.-v designate and employ other consultants, by contract or otherwise, to perform and complete the services herein described. When written notice is referred to herein, it shall be deemed given when deposited in the mail addressed to the CONSULTANT at its last known address. C. If the LOCAL PUBLIC AGENCY shall act under the preceding paragraph, the,^, al( data. repor*s, drawings, plans, sketches, sections and models, all specifications, estimates, measurements and data pe~,aining to the project, pre?aced untie; the terms or ir, fulfillment of this Agreement, shall be delivered within twenty (20) days to LOCP.L PUBL[C AGENCY. If the CONSULTANT fails to make such delivery upon demand, then the CONSULTANT shall pay to LOCAL PUBL[C AGENCY any damage it may sustain by reason thereof. 16. Non-Discrimination A. Pursuant to LC. 22-9-I-10, the CONSULTANT and its subcontractors, if any, shall not discriminate against any employee or applicant for employment, to be employed in the performance of work under this Agreement, 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 or ancestry. Breach of this covenant may be regarded as a material breach of this Agreement. B. The CONSULTANT, and any agent of the CONSULT,4Iv 1', in the performance of the work under [his Agreement, shall comply with 42 U.S.C. §?OOOe, provided the CONSULTANT • has fifteen or more employees for each working day in each of twenty or more calendar Page 8 of ~? r~ .; RcviscS 1/l I198 • weeks in the current or preceding calendar year. ~~' U.S.C. §?OOOe states in part that it shall be unlawful for the CONSULTANT to: 1, fail or refuse to hire or to discharge any individual, or otherwise to discriminate asainst any individual with respect to compensation, terms, conditions, or privileges of employment, because of such individual's race, color, religion, sex, or national origin; or _ to limit, se~re~ate, or ciassiry• its employees or appiicanv for employment ir, any wav which would deprive or tend to deprive any indi~•idual of employment opportunities or otherwise adversely at;ect anv individual's status as an employee, because of such individual's race, color, religion, sex or national origin. The CONSULTANT shall comply with ~~ U.S.C. o~000e, the terms of which are incorporated by reference and made a part of this Agreement. Breach of his covenant may be regarded as a material breach of the Agreement. C, The CONSULTANT agrees to comply with the regulations of G`te U.S. Department of Transportation relative to non-discrimination in federally-assisted programs of the U.S. Department ofTransportation. Title aQ, Code of Federal Regulations, Par:.' ! , effectuates Y~ U.S.C. ~2000e above, and is incorporated by reference and made a part of this Agreement. Pursuant to 49 CFt2 Part ~l, the CONSULTANT agrees as follows: 1 v 1~inndiscrimination: The COi~,`Si1LT.-'~~+'T, with retard to the wor}: performed b;' it • after award and prior to completion of the contract work, will not discriminate on the _arounds of racy, color, or national origin in the selection and retention of subcontractors, including procurement of materials and leases of equipment. i ne CONSULTANT will not participate either directly or ~ndtrectly in the discrimination prohibited by Section ~' l.~ of the regulations, including employment practices when the contract cowers a program set forth in Appendix "A" of the regulations. Solicitati n f r ubcontrac* Including Pr curement of Materials and Foui meat: 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 equipment, each potential subcontractor or supplier shalt be notified by the CONSULTA,?~+ i of the COIti`SUL,TAIti-T's oblieatiors under this Agreement and the regulations relative to non-discrimination. [nformation and Reoor:~ The CO?`'SULT:~?~T will provide all information and reports required by the regulations, or directives issued pursuant thereto, and will permit access to its books, records, accounts, and other souses of information. and its facilities as may be determined by the LOCAL PUBLIC AGcNCY or the Federal Highway Administration to be pe;~inent to ascertain compliance with such regulations or directives. Where any information required of a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this ~J Page 9 of 2'_ • • ..~ Revised ?ll l/98 • information, the CONSULTANT shall so certify to t(te LOCAL PUBLIC AGENCY, or the Federal Nighway Administration as appropriate, and shall set forth what efforts it has made to obtain the information. Sanctions for noncom lip ante: In the event of the CONSULTANT'S noncompliance with the nondiscrimination provisions of this Agreement, the LOCAL PLBLIC AGENCY shall impose such sanctions as it or the Federal Hishwav Administration may determine to be appropriate, including, but not limited to, suspension or termination or refisal to Brant or to continue federal financial assistance or by am' other means authorized by law. lncor~oration of Provisions: The CONSULTANT will include the provisions of paragraphs (t) through (~) in every subcontract, includin; procurements of materials and leases of equipment, unless exempt by the regulations or directives issued pursuant thereto. The CONSULTAiv~' will take such action with respect to anv subcontract or procurement as the LOCAL PUBLIC AGENCY or the Federal Highway .Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. In the event the CONSULTANT becomes involved in, or is threatened with, fitiQation with a subcontractor or supplier as a result of such direction, the CONSULTANT may request the LOCAL PUBLIC AGENCY' to enter into such litigation to protect the interests of the LOCAL PUBLIC AGENCY and, in addition, the CONSULTANT may request the United States to enter into such litigation to protect the interests of the United States. • l7. Sucoessors and .Assi;nees In so far as authorized by law, the parties bind their successors, executors, administrators and assignees to all covenants of this Agreement. Except as a'oove set forth, neither the COI~.~SULTANT nor the LOCAL PUBLIC AGENCY shall assign, sublet or t-ansfer its interest in ti'~is Agreement without the prior written consent of the other. 18. Disadvantased Business Entet~rise Program A. General Notice is hereb~• liven to the CONSULTANT or subcontractor that failure to cam' out the requirements set forth in 49 CFR Sec. 23.-3(a) shall constitute a breach of contract and, alter notification, may result in termination of [he contract or such remedy as the LOCAL PUBLIC AGENCY deems appropriate. The referenced section requires the following policy and disadvantaeed business enterprise (DBE) oblieation to be included in all subsequent contracts between the CONSULTANT and any subcontractor: Page 10 of ~? • r .. Rcvised_.'I I i98 Asian-Pacific Americans, or Asian-Indian Americans and any other minorities or individuals found to be disadvantaged by the Small Business Administration pursuant to section 8(a) of the Small Business Act. "Certified disadvantaged business enterprise" means the business has completed and filed with the Indiana Department ofTransportation a request for certification. and that the business has been reviewed and determined to comply with the guidelines established in 49 CFR Part 23. A business which is determined to be eligible will be certified as a disadvantaged business enterprise (DBE). C• Subcontracts If the CONSULTANT intends to subcontract a potion of the work, the CONSULTANT is required to take antrmative actions to seek out and consider DBEs as potential subcontractors prior to any subcontractual commitment. The contacs made with potential DBE subcontractors and the results thereof shall be documented and made available to the LOCAL PLBL[C AGENCY' and the Federal Highway Administration (FHW'A) when requested. -~• .-~ request to sublet a portion of the work to a firth that is not a DBE shall include Form DBE-? and documentation evidencing contacts and the results thereof made with potential DBEs for the specific work to be subcontracted, in compliance with • C.l and C?. • If a portion of the wort: under this Agreement is subcontracted to a DBE fern, then upon completion of the project, a Disadvantaged Business Ent~rse Utili~tion Affidavit, Form DBEv, shall be completed by the CONSULT.~~T and returned to the LOCAL PUBLIC AGcNCY. The contractor and the subconuactor,~ lessor/supplier shall certify on the DBE-3 form that specific amounu have been paid and received. D• .Affirmative Actions The CONSULTANT shall, as a minimum, develop an aftirmative action plan for a Disadvantaged Business Enterprise Program which includes: Appointment of a rearesentative with authority to administer the CONSULTANI's Disadvantaged Business Enterprise Program. Documentation ofaftirmative action methods and procedures intended to be used in seeking out and considering certified DBEs as subcontractors or suppliers. Maintenance of a list of certified DBEs to be contacted prior to the selection of a potential subcontractor for the particular items, within the capabilities of the DBEs. This list shall include but not be limited to: • (a) the name of each subcontractor or supplier and a notation as to their DB E Page l2 of ~? 4 • certification status; and Rcviscd ?'1 I/98 (b) the potential type of work or services to be performed by each subcontractor or supplier. E. Records and Reporu I. The CONSULTANT shall keep such records as are necessary to determine compliance with this contract. The records kept b_v the COIv'SULTANT shall show, as a minimum: (a) the number of disadvantaged and non-minority subcontractors and suppliers and type and dollar value of work, materials or services being performed on or incorporated in this project; , (b) the progress and efforts made in seeking out disadvantaged contractor organizations and individual disadvantaged contractors for work on [his project; (c) documentation of all corresaondence, contacts, telephone calls, etc., to obtain the services of DBEs on this Agreement. ?. The CONSULTANT shall submit reports, as required by the LOCAL PUBL[C • AGENCY, of those conC-acts and other business agreements executed with DBEs with respect to the records referred to in paragraph E.l . ~. All such records must be maintained for a period of tfrree years following acceptance of final payment and shall be available for inspection by The LOCAL PUBLIC AGENCY and the Federal Highway Administration. F. Leases and Rentals the CONSULTANT shall notify the LOCAL PUBLIC .AGENCY when purchases or rental of equipment are made with disadvantaged businesses. The information submitted shall include the name of the business, the dollar amount of the transaction, and the n~pe of purchases made or type of equipment rented. G. DBE Proeram Unless othe^xise specified in this AgreemenC the DBE Program developed by the LOCAL PUBLIC AGENCY and approved by the Federal Highway Administration applies to this Agreement. 19. Supplements This Agreement may only be amended; supplemented or modified by a written document executed in the same manner as this Agreemrnc. • Page I3 o f 2? y ~0• Pollution Control Reauirement5 Revised .'JI I/98 If this Agreement is for S (00,000 or more, the CONSULTANT: •A. stipulates that anv facility to be utilized in performance under or to benefit from this Agreement is not fisted on the Environmental Protection A,encv (Ep,q) List of Violadns Facilities issued pursuant to the requirements of the Clean Air Act, as amended, and the Federal Water Pollution Control Ac[, as amended; 5. agrees to comply with all of the reauiremenu of section 1 I4 of the Clean Air Act and section 308 of the Fedora( Water Pollution Control Act, and all re,ulations and suideiines issued thereunder; and ` C. stipulates that, as a condition of federal-aid pursuant to this Agreement, it shall notify the LPA and the Feder-a1 Highway Administration of the receipt of anv advice indicatins that a facility to be utilized in performance under or to benefit from this Agreement is under consideration to be listed on the EPA Listing of Violating Facilities. =0• ~~verniny awS This ,-~ereement shall 'be construed in accordance with and governed by the laws of the State of Indiana and suit, if any, must be broueht in the State of Indiana. ~' 1 • Independent Contractor i ne parties hereto, in the performance of this .Agreement, will be acting in an individual capacity and not zs agents, employees, parcrers, joint ventures or associates of one another. T'ne employees or agents of one pam~ shall not be deemed or construed to be employees or agents of the other party for anv purpose whatsoever. =• Certification for Federal-Aid ontract The CONSULTANT certifies, by signing and submitting this Agreement, to [he best of its knowledge and belief, that the CONSULTANT has complied with Section 132, Title 31, U.S. Code. and specifically, that: •-~. No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, 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 contract, Pagc 14 of ~? ,~ • Revised ?/11/98 10. Except for transactions authorized under paragraph 6 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in .addition to other remedies available to the Federal Government, the department or agency may terminate this transaction for cause or default. Certification Regarding Debarment Suspension and other Responsibility Matters - -Primary Covered Transactions (1) The prospective primary participant certifies to the best of its knowledge and belief, that it and its principals: (a) Are not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal department or agency; (b) Have not within athree-year period preceding this Agreement been convicted of or had a civil judgement rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain or performing a public (Federal, State or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; (c) Are not presently indicated for or otherwise criminally or civilly charged by a governmental entity (Federal, State or local) with commission of any of the offenses enumerated • in paragraph (1)(b) of this certification; and (d) Have not within athree-year period preceding this Agreement had one or more public transactions (Federal, State or local) terminated for cause or default. Where the prospective p ~ ary participant is unable to certify to any of the statements in this z, such prospe five p ~ ipa//nt~~shall attach an explanation to this proposal. ( / Jor'g.~I. Lanz, P.E. h,J l./ Printed Name President Title ~cobi, Toombs and Lanz, Inc. Company Before me, a Notary Public in and for said County and State, personally appeared Jorge I. Lanz. P.E.. President, who acknowledged the truth of the statements in the foregoing affidavit on this ~ 7~flay of vL , 2002. My Commission Expires: 12/29/06 • Clark dne L. McKinne County of Residence Print or type name C:\cydney\„1,d«e\9\9603\9603A\LPA.,gree~,eot.~d Page 22 of 22 V /, LJ APPENDIX "A" Services by CONSULTANT A. Engineering Personnel Rev. 7/1 /~9 For the fulfillment of all services outlined in Section B below, the CONSULTANT will provide one (1) full time Resident Project Representative, and Inspectors and clerical and secretarial personnel 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 the 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 maters concerning 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. • c:~.,~nry\wpJocs\9\9603\9603A\~ppena~x ~.~,a Page 1 of 7 Pages Appendix "A" • Rev. 7/ 1 /89 submissions, and check construction for compliance in accordance with the contract. documents. c. Alert the Contractor's field superintendent when it is observed that material 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 Inspection and Tests: a. Conduct on-site inspections for the Local Public Agency of the work in • progress as a basis for determining that the project is proceedin in g accordance with the contract documents. b. Provide on-site acceptance testing of materials in the manner and extent prescribed by the latest edition of the Indiana State Highway Commission 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. c:~sYa~ty~,,.Paocal9\9603\9603A\appena~ ~.~,d Page 4 of 7 Pages A endi.Y A PP r~ u Schedule APPENDIX "C" Rev. 3/ 1 /99 The CONSULTANT will be prepared t 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 District Director within forty-five (45) calendar days after the Contractor's last day of work. C:\Sydncy\~pdoc:\9\9603\9603rUappendlxawpd Page 1 of 1 Page A endix C PP ti Rev. 7/1/89 APPEr1DIX "D" Compensation A• Amount of Pavment The CONSULTANT will receive as payment for the work performed under this agreement, as follows, unless a modification of the agreement is approved in writing by the Local Public Agency and the Indiana Department of Transportation: 1 • For those services performed by the CONSULTANT, the CONSULTANT will be paid on the basis of actual hours of work performed by essential personnel exclusively on this agreement at the direct salary and wages of each employee, PLUS a provisional overhead rate thereof of 99.04 percent, PLUS direct non-salary costs (the actual costs of such out-of-pocket expenses directly attributable to this agreement such as fares, subsistence, mileage, long distance calls, equipment rentals, reproductions, etc.) as approved by the Local Public Agency, PLUS a fixed fee. The CONSULTANT shall adjust the provisional overhead rate on the invoice subsequent to receipt of a new overhead rate from the Indiana Department of Transportation's Division of Accounting and Control. The overhead rate shall be determined by the Indiana Department of Transportation's Division of Accounting and Control in accordance with generally accepted auditing standards and the cost principles contained in the Federal Acquisition Regulations, 48 CFR Subpart 31.2. 2• For those services performed by other than the CONSULTANT, the CONSULTANT will reimburse for the actual invoice for the services performed by other than the CONSULTANT, provided that each such invoice shall be subject to approval as reasonable by the Local Public Agency prior to any reimbursement therefore. C:\.'ydnry\wpdocs\9\960319603?.\~pl+~ndix d.o•~l Page 1 of 3 Pages Appendix "D" i~ • 3. The total amount of the fixed fee is $102.000.000. Rev. 7/1 /89 4. The total compensation for Section A(1), (2) and (3) of this Appendix "D" shall not exceed $861,118.55 unless approved in writing by the Local Public Agency, Indiana Department of Transportation and Federal Highway Administration. 5. A breakdown of the estimated costs for the project is as follows: Base Payroll Cost $ 342,247.06 Payroll Burden and General Overhead at 99.04% Estimated Total Labor and Overhead Costs Fixed Fee Direct Non-Salary Cost TOTAL $ 338,961.49 $ 681,208.55 $ 102, 000.00 $ 77,910.00 $ 861,.118.55 Claims for compensation under this project will be paid on the basis of 85% for Project No. STP-C730(9) and 15% for Project No. SIB-C730(10). B. Method of Pa, ment 1. Payment shall be made monthly to the CONSULTANT upon submission to the Local Public Agency of an invoice, including an amount of the fixed fee arrived at by taking a ratio of the accumulative monthly labor cost to the total labor cost as estimated above and multiplying this ratio by the total fixed fee, From the partial payment computed each month, there shall be deducted all previous partial fee payments made to the CONSULTANT. 2. Should the scope of the work be modified or this agreement terminated for any reason, the direct costs incurred by the CONSULTANT will be reimbursed and a revised amount of the fixed fee to be paid shall be negotiated between the parties to this agreement to reflect the changes in the scope, extent and character of the services to be furnished by the CONSULTANT from those contemplated for full completion of the agreement, had- the scope of work not been adjusted or the agreement terminated. G1Sydney\~,d~s\9\gfi03\9603.\~ppendi: d.,rt,d Page 2 of 3 Pages Appendix "D" ~, Rev. 7 / 1 / 89 • 3. If, prior to the satisfactory completion of the services under this agreement, for any reason the total of the direct and indirect costs incurred by the CONSULTANT is within five percent (5%) of the maximum amount payable, the status will be evaluated. Adjustments to the maximum amount payable provided for by this section will not affect the fixed fee shown in Section A(3) of this Appendix "D". 4. It is the policy of the Indiana Department of Transportation that Project Representatives and/or Inspectors 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 Inspectors to work • over 40 hours per week. Should this become necessary, Overtime Premium may be paid on this project at a rate of 1.5 times the actual hourly rate for all hours worked on this project by the Project Representative and Inspectors over 40 hours per week. c:\:,~„~\,,.paas\9\96°3\96°3A\sppe~a~ d..~pd Page 3 of 3 Pages Appendix "D"