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HomeMy WebLinkAboutContract Jacobi, Toombs & Lanz VETERANS PARKWAY/JEFFERSONVILLE TOWN CENTER BOULEVARD INTERSECTION IMPROVEMENTS JEFFERSONVILLE REDEVELOPMENT COMMISSION JEFFERSONVILLE, INDIANA PROFESSIONAL ENGINEERING SERVICES AGREEMENT This is an agreement made as of this 14th day of May, 2008, between the City of Jeffersonville, Indiana, acting thru its duly appointed Redevelopment Commission (CLIENT) and Jacobi, Toombs and Lanz, Inc. (CONSULTANT), a firm of Professional Engineers, Surveyors and GIS Specialists. CLIENT hereby retains CONSULTANT to perform services as described in Attachment A. CONSULTANT agrees to perform the services in consideration of the compensation described in Attachment C and in accordance with the Engineering Design Services described in Attachment Band in accordance with the terms described in Attachment D. This Agreement consists of this document together with Attachment A - Project Description, Attachment B - Engineering Design Services, Attachment C - Fee Summary and Milestone Submissions and Attachment D - Terms and Conditions. This agreement between the CLIENT and CONSULTANT supercedes all prior written and oral understandings. This agreement may only be amended, supplemented, modified or canceled by a duly executed written instrument. {\ In executing this Agreement, the undersigned also acknowledge their authority to bind the parties to all terms and conditions. In witness whereof, the parties hereto have made and executed this Agreement as of the day and year first written. CLIENT: Jeffersonville Redevelopment Commission Jeffersonville, Indiana 500 Quartermaster Court Jeffersonville, Indiana 47130 BY:~~ Robert H. Stevent2{:: Gayle Robinson xecutive Director Witness: {\ 5,'.S~dne~'WFDOC5'P5'P5 29 K "designagceemenl.doc CONSULTANT: By: John H. Toombs,]r., P.E., Vice President r ATTACHMENT 'A' PROJECT DESCRIPTION The project consists of the survey and design for the installation of a new traffic signal at the intersection of Veterans Parkway and Jeffersonville Town Center Boulevard, right turn lanes in both directions, design of approximately 500 feet of the North approach of the Jeffersonville Town Center Boulevard, design of the new center curb for approximately 400 feet of the center island of the South approach of said Jeffersonville Town Center Boulevard, and street lighting design along Veterans Parkway from the Bridge over U.S.31 to Woehrle Road, a distance of approximately 4,000 feet.. S,'-5~dno~,WfDOCS,-o;;,-o;; 2 9 K ,-designag,eement.doc (\ {\ ATTACHMENT 'B' ENGINEERING DESIGN SERVICES Jacobi, Toombs and Lanz, Inc. will provide the following services: 1. Provide topographic survey to complement existing information along Veterans Parkway and J effersonville Town Center Boulevard. 2. Perform all required design, prepare construction plans and specifications, bid documents, and assist the Jeffersonville Redevelopment Commission in obtaining construction bids. 3. Coordinate the work with all existing utilities. 4. Prepare Maintenance of Traffic and Detour Plans to accommodate traffic during construction. 5. Provide full time (or periodic if required) construction observation and inspection to ascertain that the project is constructed in accordance with the contract documents. Review and approve shop drawings, process contractor's payment requests. Design, plans and specifications will be completed within sixty (60) calendar days of execution of this agreement. Construction observation should occur summer 2008. S,'5~dne~ ,-WfDOCS"05"05 29 K "de5;gnagceement.doc r r\ ATTACHMENT 'c' FEE SUMMARY AND MILESTONE SUBMISSIONS Jacobi, Toombs and Lanz, Inc. will provide all of the engineering design and construction observation services described in this agreement on a cost plus basis with a not to exceed fee of seventy five thousand dollars ($75,000.00). Jacobi, Toombs and Lanz, Inc. will charge at its current standard billing rates, and be reimbursed for direct expenses. S'5~dne~"WfD0C5'P5'M 29K "designagceement.doc Professional Services Agreement Attachment D - Terms & Conditions ("Services Jacobi, Toombs and Lanz, Inc. (JTL) will '--.~. perform services for the Client with these Terms & Conditions. JTL has developed the Project scope of service, schedule, and compensation based on available information and various assumptions. The Client acknowledges that adjustments to the schedule and compensation may be necessary based on the actual circumstances encountered by JTL in performing their services. Authorized Representatives The officer assigned to the Project by JTL is the only authorized representative to make decisions or commitments on behalf of JTL. The Client shall designate a representative with similar authority. Project Requirements The Client shall confirm the objectives, requirements, constraints, and criteria for the Project at its inception. If the Client has established design standards, they shall be furnished to JTL at Project inception. JTL will review the Client design standards and may recommend alternate standards considering the standard of care provision. Site Access The Client shall obtain all necessary approvals for JTL to access the Project site(s). Period of Service JTL shall perform the services for the Project in a timely manner consistent with sound professional practice. JTL will strive to perform its C\$er-\tices according to the Project schedule set forth. in - Attachment C. The services of each task shall be considered complete when deliverables for the task have been presented to the CI ient. JTL shall be entitled to an extension of time and compensation adjustment for any delay beyond JTL control. Compensation In consideration of the services performed by JTL, the Client shall pay JTL in the manner set forth in Attachment B. The parties acknowledge that terms of compensation are based on an orderly and continuous progress of the Project. Compensation shall be equitably adjusted for delays or extensions of time beyond the control of JTL. Payment Definitions The following definitions shall apply to methods of payment: . Salary cost is defined as the individuals base salary plus customary and statutory benefits. Statutory benefits shall be as prescribed by law and customary benefits shall be as established by JTL employment policy. . Cost plus is defined as the individuals base salary plus actual overhead plus professional fee. Overhead shall include customary and statutory benefits, administrative expense, and non-project operating costs. . Lump sum is defined as a fixed price amount for the scope of services described. . Standard Rates is defined as individual time multiplied by standard billing rates for that individual. ll:\!l!I.xIDPDD\1lIIl1IiI'1IIlli Telllllllbl!l\JIlImD!l.dOO . Subcontracted services are defined as Project related services provided by other parties to JTL . Reimbursable expenses are defined as actual expenses incurred in connection with the Project. Payment Terms JTL shall submit monthly invoices for services performed and Client shall pay the full invoice amount within 30 days of the invoice date. Invoices will be considered correct if not questioned in writing within 10 days of the invoice date. JTL shall be entitled to a 2% per month administrative charge in the event of payment delay. Client payment to JTL is not contingent on arrangement of project financing. Invoice payment delayed beyond 60 days shall give JTL the right to stop work until payments are current. Non-payment beyond 70 days shall be just cause for termination by JTL. Additional Services The Client and JTL acknowledge that additional services may be necessary for the Project to address issues that may not be known at Project initiation or that may be required to address circumstances that were not foreseen. In that event, JTL shall notify the Client of the need for additional services and the Client shall pay for such additional services in an amount and manner as the parties may subsequently agree. Independent Consultant JTL shall serve as an independent consultant for services provided under this agreement. JTL shall retain control over the means and methods used in performing their services and may retain subconsultants to perform certain services as determined by JTL. Standard of Care Services provided by JTL will be performed with the care and skill ordinarily exercised by members of the same profession practicing under similar circumstances. JTL will not be liable for the cost of any omission that adds value to the Project. Compliance with Laws JTL shall perform its services consistent with sound professional practice and endeavor to incorporate laws, regulations, codes, and standards applicable at the time the work is performed. In the event that standards of practice change during the Project, JTL shall be entitled to additional compensation where additional services are needed to conform to the standard of practice. Permits and Approvals JTL will assist the Client in preparing applications and supporting documents for the Client to secure permits and approvals from agencies having jurisdiction over the Project. The Client agrees to pay all application and review fees. Ownership of Documents Documents prepared by JTL for the Project are instruments of service and shall remain the property of JTL. Record documents of service shall be based on the printed copy. JTL will furnish documents electronically, however the Client releases JTL from any liability that may result from documents used in this form. JTL shall not be held liable Page 1 of 3 Terms & Conditions Rev 10/22/01 $500,000 per Accident and $500,000 Policy Limit $1,000,000 per occurrence (bodily injury including death & property damage) $2,000,000 aggregate $1,000,000 combined single limit for bodily injury and property damage $500,000 each claim and in the aggregate The Client shall make arrangements for Builder's Risk, Protective Liability, Pollution Prevention, and other specific insurance coverage warranted for the Project in amounts appropriate to the Project value and risks: JTL shall be a named insured on those policies where JTL may be at risk. The Client shall obtain the counsel of others in setting insurance limits for construction contracts. Waiver of Subrogation JTL shall endeavor to obtain a rwaiver of subrogation against the Client, if requested in writing by the Client, provided that JTL will not increase its exposure to risk and Client will pay the cost associated with any premium increase or special fees. Indemnification JTL shall indemnify the Client from any reasonable damages caused solely by the negligent act, error, or omission of JTL in the performance of services under the Project. If such damage results in part by the negligence of another party, JTL shall be liable only to the extent of their proportional negligence. Limitation of Liability In recognition of the relative risks and benefits of the project to both the Client and JTL, the risks have been allocated. The Client agrees to limit the liability of JTL for all claims related to the Project at $50,000 or the net income realized by JTL for the Project, whichever is greater. Third Party Claims The Client will compensate JTL for services performed in defense of any third party claim unless the claim resulted from the negligent act, error or omission of JTL. Legal Expense In the event that either party takes legal action against the other that is not prosecuted, is dismissed, or if the decision is rendered for the other party, the party taking legal action agrees to pay the other their attorney fees, court costs, and defense expenses within 30 days of the court action. ('Lien Rights JTL may file a lien against the Client's property in the event that the Client does not make payment within the time prescribed in this agreement. The Client agrees that services by JTL are considered !l:\llY.uWPDOll!l\l!lll1lPDllliT1lIJllIJllill!l\JIl~lI9.dDO Page 2 of 3 , . for reuse of documents for any purpose other than those intended under the Project. Insurance JTL will maintain the following insurance and rcoverage limits during the period of service. The Client . will be named as an additional insured on the Commercial General Liability and Automobile Liability policies. Worker's Compensation Commercial General Liability Automobile Liability Professional Liability property improvements and the Client waives the right to any legal defense to the contrary. Consequential Damages Neither the Client nor JTL shall be liable to the other for any consequential damages regardless of the nature or fault. Environmental Matters The Client warrants they have disclosed all potential hazardous materials that may be encountered on the Project. In the event unknown hazardous materials are encountered, JTL shall be entitled to additional compensation for appropriate actions to protect the health and safety of its personnel, and for additional services required to comply with applicable laws. The Client shall indemnify JTL from any claim related to hazardous materials encountered on the Project except for those events caused by negligent acts of JTL. Cost Opinions JTL shall prepare cost opinions for the Project based on historical information that represents the judgment of a qualified professional. The Client and JTL acknowledge that actual costs may vary from the cost opinions prepared and that JTL offers no guarantee related to the Project cost. Independent Counsel The Client agrees to obtain independent legal and financial counsel for the Project considering JTL does not furnish these services. Contingency Fund The Client acknowledges the potential for changes in the work during construction and the Client agrees to include a contingency fund in the Project budget appropriate to the potential risks and uncertainties associated with the Project. JTL may offer advice concerning the value of the contingency fund; however, JTL shall not be liable for additional costs that the Client may incur beyond the contingency fund they select unless such additional cost results from a negligent act, error, or omission related to services performed by JTL. Contractor Selection JTL may make recommendations concerning award of construction contracts and products. The Client acknowledges that the final selection of construction contractors and products is their sole responsibility. Shop Drawing Review If included in the scope of service, JTL shall review shop-drawing submittals from the contractor solely for their conformance with the design intent of and performance criteria specified for the Project. JTL shall not be liable for the performance of or consequential damages of any equipment furnished by the contractor under the Project. Construction Review If included in the scope of service, JTL shall observe the progress and content of the work to determine if the work is proceeding in general accordance with the Contract Documents. This construction review is intended to observe, document, and report information concerning the construction process. Observation of work at the Project site shall not make JTL responsible for the work performed by another party, the means, methods, techniques, sequences, or procedures selected by another party, nor the safety precautions or programs of another party. Terms & Conditions Rev 10/22/01 .~ , Rejection of Work JTL may recommend that the Client reject work by construction contractors that does not conform to the requirements of the Project. r>S~fety JTL shall be responsible solely for the safety . ~/precautions or programs of its employees and no other party. Information from Other Parties The Client and JTL acknowledge that JTL will rely on information furnished by other parties in performing its services under the Project. JTL shall not be liable for any damages that may be incurred by the Client in the use of third party information. Construction Record Drawings If included in the scope of service, JTL will deliver drawings to the Client incorporating information furnished by construction contractors. In that construction record drawings are based on information provided by others, JTL cannot and does not warrant their accuracy. Force Majeure Neither party will hold the other responsible for damages or delay caused by Acts of God, acts of war, strikes, accidents, or other events beyond the other's control. Dispute Resolution The Client and JTL agree that they shall diligently pursue resolution of all disagreements within 45 days of either party's written notice using a mutually acceptable form of mediated dispute resolution prior to exercising their rights under law. JTL shall continue to perform services for the Project and the Client shall pay for such services during the dispute r resolution process unless the Client issues a written '_ notice to suspend work. Suspension of Work The Client may suspend services performed by JTL with cause upon fourteen (14) days written notice. JTL shall submit an invoice for services performed up to the effective date of the work suspension and the Client shall pay JTL all outstanding invoices within fourteen (14) days. If the work suspension exceeds thirty (30) days from the effective work suspension date, JTL shall be entitled to renegotiate the Project schedule and the compensation terms for the Project. Termination The Client or JTL may terminate services on the Project upon seven (7) days written notice in the event of substantial failure by the other party to fulfill its obligations of the terms hereunder. JTL shall submit an invoice for services performed up to the effective date of termination and the Client shall pay JTL all outstanding invoices within fourteen (14) days. The Client may withhold an amount for services that may be in dispute provided that the Client furnishes a written notice of the basis for their dispute and that the amount withheld represents a reasonable value. 1l:\!IYIIIIIl!I\IIPDlIlBlIlDIliPlIllb TeIDPUlIlIIl\JTLIiDl'ID!l.1IIll Governing Law The terms of agreement shall be governed by the laws of the state where the services are performed provided that nothing contained herein shall be interpreted in such a manner as to render it unenforceable under the laws of the state in which the Project resides. Assignment Neither party shall assign its rights, interests or obligations under the Project without the express written consent of the other party. Waiver of Rights The failure of either party to enforce any provision of these terms and conditions shall not constitute a waiver of such provision nor diminish the right of either party to the remedies of such provision. Warranty JTL warrants that they will deliver products under the Project within the standard of care. JTL provides no other expressed or implied warranty. Severability Any provision of these terms later held to violate any law shall be deemed void and all remaining provisions shall continue in force. In such event, the Client and JTL will work in good faith to replace an invalid provision with one that is valid with as close to the original meaning as possible. Survival All provisions of these terms that allocate responsibility or liability between the Client and JTL shall survive the completion or termination of services for the Project. Page 3 of 3 Terms & Conditions Rev 10/22/01