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HomeMy WebLinkAbout12-15-2011 General Services Agreement General Services Agreement For Professional Engineering and Environmental Services Jeffersonville, Indiana This is an agreement made as of this L day of Do .a.,ML4__ 2011, between The City of Jeffersonville, Indi a, acting thru its duly appointed Sewer Board (OWNER) and Bemardin, Lochmueller and Associates, nc. (CONSULTANT). WHEREAS, OWNER wishes to retain the CONSULTANT to provide certain Professional Engineering nd Environmental Services on an "as-needed" basis. The CONSULTANT agrees to undertake and perform th - se certain services (WORK) as may be requested by the OWNER, all in accordance with the terns and conditi.ns contained herein. The WORK to be performed, the schedule for performance, and the compensation due the CONSULTANT shal be described In WORK ORDERS issued by the OWNER to the CONSULTANT, the form of which Is attached hereto as Attachment 8. Each Work Order shall be duty executed by both parties, and shall be subject to the terms ; nd conditions of this General Services Agreement, except as modified expressly by the Work Order. The scope of the Professional Engineering and Environmental Services that the CONSULTANT will perform u •er this agreement Is described in Attachment A. CONSULTANT agrees to perform these services as required for - ch Individual WORK ORDER, the form of which is described in Attachment B, invoiced to the OWNER on a lime ; nd Materials basis at the hourly billing rates shown in Attachment C and in accordance with the terms and conditi. ns described in Attachment D. This Agreement consists of this document together with Attachment A — Scope of Engineering and Environme tal Services, Attachment B —WORK ORDER FORM, Attachment C — Hourly Billing Rates, and Attachment D - Terms .nd Conditions. This agreement between the OWNER and CONSULTANT supercedes all prior written and •ral understandings. This agreement may only be amended, supplemented, modified or cancelled by a duly exe ed written instrument. In executing this Agreement, the undersigned also acknowledge their authority to bind the parties to all terms nd conditions. IN WITNESS WHEREOF, the parties hereto have made and executed thls Agreement as of the day and year 'rst written. OWNER: CONSULTANT: Jeffersonville Sewer Board Bemardin, Lochmueller and Associates, Inc. Jeffersonville, Indiana 61 Quartermaster Court 500 Quartermaster Court Jeffersonville, Indiana 47130 Jefovi 47 Agio yor Thomas R. - Ili:1n, • ident Car D. Camacho, Managing Director By: ctn.-ear-Z.. AP V Dale L. Orem, Member " Mark L. Harrison, PE, LEED AP Director of Water/Wastewater Services By: William A. Saegesser, P.E., P.L.S., Member CITY OF JEFFERSONVILLE Page 1 of 1 General Services Agreement Attachment A: Scope of Engineering and Environmental Services 1.0 Scope of Services The services to be provided by CONSULTANT when requested by the OWNER through the issuance of a Work Order shall include, but not be limited to the following: 1.1 Engineering Design, Studies, Reports 1.1.1 Design, preparation of plans, specifications, contract documents and assist the OWNER in bidding the work, analyze Contractor bids received, award recommendation. 1.1.2 Preparation of Engineering studies, reports, maps, estimates, scoping of projects. 1.2 Environmental Permitting 1.2.1 Red Flag Surveys 1.2.2 Wetland Delineation 1.2.3 Waters of the U.S. /Wetland Delineation Reporting 1.2.4 USAGE Section 404 Permit 1.2.5 IDEM 401 Water Quality Certification 1.2.6 Wetland mitigation design and monitoring 1.2.7 IDEM NPDES Rule 5 permits and monitoring 1.3 Construction Observation and Inspection 1.3.1 Provide full -time (or part-time) construction observation and /or inspectio as required to ascertain that a project is generally being constructed in accordance with the contract documents. 1.3.2 Review shop drawings and Contractor payment requests submitted by :he Contractor. 1.3.3 Address Contractor questions, work out problems that may arise. Report to the OWNER on a monthly basis. 1.3.4 Prepare and negotiate change orders. 2.0 Miscellaneous Services 2.1 Assistance in the preparation of financial plans, issuance of bonds, loans and grants. 2.2 Attend meetings as requested by the OWNER to act on behalf of the City of Jeffersonville. CITY OF JEFFERSONVILLE Page 1 of 1 ATTACHMENT "A" ATTACHMENTS: WORK ORDER FORM WORK ORDER NO. Date: In accordance with the General Services Agreement between the City of Jeffersonville, Indiana, acting thru its duly appointed Sewer Board (OWNER), and Bernardin, Lochmueller and Associates, I nc. (CONSULTANT), dated , 2011, this WORK ORDER is the written authorization to he CONSULTANT to provide the work described herein, in accordance with the attached schedule, and riot - to- exceed fee. Work: The Work shall be as described in Section A of this Work Order. CONSULTANT shall furnish all labor, materials, supplies, equipment, supervision and services necessary for and incident to he performance of the Work. CONSULTANT represents that it has thoroughly reviewed the Work and :he General Services Agreement and that it accepts the Work and the conditions under which the Work is to be performed. Schedule: The Schedule shall be set forth in Section B of this Work Order. CONSULTANT represents teat the Schedule is reasonable and achievable. Payment Terms: Payments to the CONSULTANT shall be as described in Section C of this Work Order. Terms and Conditions: The terms and conditions of the General Services Agreement referenced ab ve shall apply to this Work Order. This Work Order also incorporates all of the terns and conditi•ns required to be included in it by the General Services Agreement. OWNER: CONSULTANT: Jeffersonville Sanitary Sewer Board Bernardin, Lochmueller and Associates, Inc. Jeffersonville, Indiana 61 Quartermaster Court 500 Quartermaster Court Jeffersonville, Indiana 47130 Jeffersonville, Indiana 47130 812- 725 -7900 812 - 285 -6400 By: By: Mayor Thomas R. Galligan, President Carl D. Camacho, Managing Director By: By: Dale L. Orem, Member Mark L. Harrison, PE, LEED AP Director of Water/Wastewater Services By: William A. Saegesser, P.E., P.L.S., Member CITY OF JEFFERSONVILLE Page 1 of 2 ATTACHMEN "B" WORK ORDER NO. SECTION A— DESCRIPTION OF THE WORK CONSULTANT shall provide the Professional services for the project as described as follows: (Project Description) SECTION B— SCHEDULE All work shall be completed within _calendar days unless modified in writing by the OWNER and he CONSULTANT. The estimated final deliverable date is SECTION C — PAYMENT TERMS Payment to the CONSULTANT shall be on a time and materials basis, based on the hourly billing r es shown in Attachment C of the General Services Agreement and incorporated herein for reference, with a not -to- exceed amount of $ The CONSULTANT may submit monthly invoices for payment for work completed to date. CITY OF JEFFERSONVILLE Page 2 of 7 ATTACHMENT "B" General Services Agreement Attachment C: 2011 Hourly Billing Rates Classification Hourly Rate Classification Hour, Rate Principal /Chief Engineer 200 Engineering Designer l 80 Prindpal /Professional Land Surveyor 200 Chief of Water Resources 200 Prindpal /Chief of Environmental Services 200 Manager of Water/Wastewater Regulatory Complian• 165 Prindpal /Chief of Highway Design 200 Manager of Water Resources 155 Senior Transportation Modeler 140 Water /Wastewater Regulatory Analyst 100 Senior Project Engineer 145 Manager Water /Wastewater Designer/Technicians 75 Project Engineer IV 140 Water/Wastewater Technician!! 60 Project Engineer 111 130 Water/Wastewater Technidan l 40 Project Engineer 11 110 Environmental Engineer! 85 Project Engineer 100 Environmental Biologist IV 120 Chief of Surveying, PLS 130 Environmental Biologist III 105 Professional Land Surveyor IV 130 Environmental Biologist 11 95 Professional Land Surveyor 111 105 Environmental Scientist III 85 Professional Land Surveyor!! 90 Environmental Scientist II 70 Professional Land Surveyor! 85 Environmental Scientist I 65 Surveyor -in- Training 75 Environmental Technician 111 75 Survey Party Chief III 80 Historian /Section 106 Specialist 85 Survey Party Chief II 7S Chief of Construction Engineering 180 Survey Party Chief 1 70 Certified Construction Engineer III 120 Survey lnstrumentman 60 Certified Construction Engineer 11 105 Manager of Technicians 120 Certified Construction Engineer! 90 Engineering Technician III 70 Certified Construction Inspector 11 75 Engineering Technician II 65 Certified Construction Inspector! 65 Engineering Technician 1 55 Administrative Technician II 90 Engineering Designer IV 100 Administrative Technician! 4S Engineering Designer III 95 Engineering Designer !1 85 Survey Robotic or RT15 GPS Rate 1 -Man Robotic or RTK GPS Field Crew 100 TRAVEL TIME for survey crews will be charged both directions from door -to -door. OVERTIME work will be performed only at the direction of the client. All work on survey crews, drafting or clerical over eight h. rs per day or work performed on Saturday or holidays is considered overtime and will be billed at 1.25 times above quoted rates. CONSTRUCTION LAYOUT: Contractors shall verify construction layout stakes and notify the surveyor of any discrepancies prior t• construction. Bernardin, Lochmueller and Associates, Inc. does not assume responsibility for construction costs for any corre ' , s. DIRECT EXPENSES will be charged to the client In addition to the above quoted rates. Mileage will be charged at a rate of .50 per mile. Direct expenses include but are not limited to: mileage, filing fees, testing, express mail costs, etc. provided that they are reasonable and necessary for the accomplishment of the work. These rates may be changed on an annual basis at the discretion of Bernardin, Lochmueller and Associates, Inc. CITY OF JEFFERSONVILLE Page 1 of 1 ATTACHMENT "C" General Services Agreement Attachment D: Terms and Conditions 1.0 Services: CONSULTANT shall perform services for the OWNER with these Terms and Conditions. CONSULTANT has developed the Project scope of service, schedule, and compensation based on available information and various assumptions. The OWNER acknowledges that adjustments to the schedule and compensation may be necessary based on the actual circumstances encountered by CONSULTANT in performing the services. 2.0 Authorized Representatives: The officer assigned to the Project by CONSULTANT is the ly authorized representative to make decisions or commitments on behalf of CONSULTANT. The OWNER shall designate a representative with similar authority. 3.0 Project Requirements: The OWNER shall confirm the objectives, requirements, constraints, and criteria for the Project at its inception. If the OWNER has established design standards, they shall be furnished to CONSULTANT at Project inception. CONSULTANT shall review the OWNER design standards and may recommend alternate standards considering the standard of care provision. 4.0 Site Access: The OWNER shall obtain all necessary approvals for CONSULTANT to access the Project site(s). 5.0 Period of Service: CONSULTANT shall perform the services for the Project as expeditiously is consistent with customary professional skill and care. CONSULTANT will strive to perform its servi es 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 OWNER. CONSULT NT shall be entitled to an extension of time and compensation adjustment for any delay beyond CONSULTANT control. 6.0 Compensation: In consideration of the services performed by CONSULTANT, the OWNER s all pay CONSULTANT in the manner set forth in Attachment B. The parties acknowledge that term 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 CONSULTANT. 7.0 Payment Definitions: The following definitions shall apply to methods of payment: Salary cost is defined as an individual's base salary plus customary and statutory benefits. Statutory benefits shall be as prescribed by law and customary benefits shall be as established by CONSULTANT employment policy. Cost plus is defined as an individual's base salary plus actual overhead plus professional fee. Overhead shall include customary and statutory benefits, administrative expense, and non - pro - ect operating costs. Lump sum is defined as a fixed price amount for the scope of services being provided. Standard Rates is defined as individual time multiplied by standard billing rates for each individual. CITY OF JEFFERSONVILLE Page 1 of 6 ATTACHMENT "D" Subcontracted services are defined as Project related services provided by other parties to CONSULTANT Reimbursable expenses are defined as actual expenses incurred in connection with the Project. 8.0 Payment Terms: CONSULTANT shall submit monthly invoices for services performed .nd OWNER shall pay the full invoice amount within 30 days of the invoice date. Invoices shall be considered correct if not questioned in writing within 10 days of the invoice date. CONSULTANT shall be entitled to a 2% per month administrative charge in the event of payment delay. OWNER paymen to CONSULTANT is not contingent on arrangement of project financing. Invoice payment delayed beyond 60 days shall give CONSULTANT the right to stop work until payments are current. Non - payment beyond 70 days shall be just cause for termination by CONSULTANT. 9.0 Additional Services: The OWNER and CONSULTANT 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, CONSULTANT shall notify the OWNER of the need for additional services and the OWNER shall pay for such additional services in an amount and manner as the parties may subsequently agree. 10.0 Independent CONSULTANT: CONSULTANT shall serve as an independent CONSULTANT for services provided under this agreement. CONSULTANT shall retain control over the means and methods used in performing their services and may retain subconsultants to perform certain services as determined by CONSULTANT. 11.0 Standard of Care: Services provided by CONSULTANT shall be performed with the care and kill ordinarily exercised by members of the same profession practicing under similar circumstan CONSULTANT shall not be liable for the cost of any omission that adds value to the Project. 12.0 Compliance with Laws: CONSULTANT shall exercise customary professional skill and care i its efforts to comply with applicable laws, regulations, codes, and standards applicable in effect as of he time the services are provided. Design changes made necessary by newly enacted laws, codes nd regulations after this date shall entitle CONSULTANT to additional compensation where additid services are needed to conform to the standard of practice. 13.0 Permits and Approvals: CONSULTANT shall provide reasonable assistance to the OWNER in preparing applications and supporting documents for the OWNER in its duty to secure permits and approvals from agencies having jurisdiction over the Project. The OWNER agrees to pay all applicaion and review fees. 14.0 Ownership of Documents: Documents prepared by CONSULTANT for the Project are instruments of service and shall remain the property of CONSULTANT. Record documents of service shall be based on the printed copy. CONSULTANT shall furnish documents electronically, however he OWNER releases CONSULTANT from any liability that may result from documents used in this f m. CONSULTANT shall not be held liable for reuse of documents for any purpose other than those inten ed under the Project. 15.0 Insurance: CONSULTANT shall maintain the following insurance and coverage limits during he period of service. The OWNER shall be named as an additional insured on the Commercial Gen ral Liability and Automobile Liability policies. CITY OF JEFFERSONVILLE Page 2 of 6 ATTACHMENT "Cr Worker's Compensation In accordance with statutory requirements Employers Liability $500,000 per Accident and $500,000 Policy Limit Commercial General Liability 51,000,000 per occurrence (bodily injury including death and property damage) 52,000,000 aggregate Automobile Liability 51,000,000 combined single limit for bodily injury and property damage Professional Liability 51,000,000 each claim and in the aggregate The OWNER 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 va ue and risks. CONSULTANT shall be a named as additional insured on those policies where CONSULT T may be at risk. The OWNER shall obtain the counsel of others in setting insurance limits for construc on contracts. 16.0 Waiver of Subrogation: CONSULTANT shall endeavor to obtain a waiver of subrogation aga st the OWNER, if requested in writing by the OWNER, provided that CONSULTANT will not increase its exposure to risk and OWNER will pay the cost associated with any premium increase or special fees. 17.0 Indemnification: CONSULTANT shall indemnify the OWNER from any reasonable damages caused solely by the negligent act, error, or omission of CONSULTANT in the performance of services under the Project. If such damage results in part by the negligence of another party, CONSULTANT s all be liable on a comparative basis of fault. 18.0 Limitation of Liability: To the maximum extent permitted by law, the OWNER agrees to ii it the CONSULTANTS liability for the OWNER'S damages to the sum of 550,000 or the net income reali ed by the CONSULTANT for the Project, whichever is greater. This limitation shall apply regardless of the cause of action or legal theory pled or asserted. 19.0 Third Party Claims: The OWNER will compensate CONSULTANT for services performed in defense of any third party claim unless the claim resulted from the negligent act, error or omissio I of CONSULTANT. 20.0 Consequential Damages: The OWNER and the CONSULTANT waive consequential damages for claims, disputes or other matters in question arising out of or relating to this agreement. 21.0 Environmental Matters: The OWNER warrants they have disclosed all potential hazard us materials that may be encountered on the Project. In the event unknown hazardous materials are encountered, CONSULTANT shall be entitled to additional compensation for appropriate action to protect the health and safety of its personnel. The CONSULTANT shall have no responsibility for he discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous material or toxic substances in any form at the Project site. Furthermore, the OWNER shall indemnify CONSULTANT from any claim related to hazardous materials encountered on the Project except for those events caused by negligent acts of CONSULTANT. CITY OF JEFFERSONVILLE Page 3 of 6 ATTACHMENT "0" 22.0 Opinions of Probable Construction Cost: CONSULTANT shall prepare opinions of proba le construction cost for the Project based on historical information that represents the judgment a qualified professional. The OWNER and CONSULTANT acknowledge that actual costs may vary from he cost opinions prepared and that CONSULTANT offers no guarantee related to the Project cost. 23.0 Independent Counsel: The OWNER agrees to obtain independent legal and financial counsel or the Project considering CONSULTANT does not furnish these services. 24.0 Contingency Fund: The OWNER acknowledges the potential for changes in the work du ng construction and the OWNER agrees to include a contingency fund in the Project budget appropriat to the potential risks and uncertainties associated with the Project. CONSULTANT may offer ad l ice concerning the value of the contingency fund; however, CONSULTANT shall not be liable for additi al costs that the OWNER may incur beyond the contingency fund they select unless such additional st results from a negligent act, error, or omission related to services performed by CONSULTANT. 25.0 Contractor Selection: CONSULTANT may make recommendations concerning award of construction contracts and products. The OWNER acknowledges that the final selection of construc on contractors and products is the OWNER'S sole responsibility. 26.0 Shop Drawing Review: If included in the scope of service, CONSULTANT shall review shop - drawing submittals from the contractor solely for their conformance, in general, with the design intent of and performance criteria specified for the Project. CONSULTANT shall not be liable for t he performance of or consequential damages of any equipment furnished by the contractor under he Project. 27.0 Construction Review: If included in the scope of service, CONSULTANT shall observe he progress and content of the work to determine if the work is proceeding in general accordance with he 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 CONSULTANT 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. 28.0 Rejection of Work: CONSULTANT shall have the authority to recommend that the OW t ER reject work by construction contractors that, in the opinion of the CONSULTANT, does not conform to the requirements of the Project. 29.0 Safety: The CONSULTANT shall not have control over, charge of, or responsibility for :he construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the work, nor shall the CONSULTANT be responsible for the contract is failure to perform the work in accordance with the requirements of the Contract Documents. 30.0 Information from Other Parties: The OWNER and CONSULTANT acknowledge at CONSULTANT shall rely on information furnished by other parties in performing its services under he Project. CONSULTANT shall not be liable for any damages that may be incurred by the OWNER in he use of third party information. CITY OF JEFFERSONVILLE Page 4 of 6 ATTACHMENT "0" 31.0 Construction Record Drawings: If included in the scope of service, CONSULTANT shall deliver drawings to the OWNER incorporating information furnished by construction contractors. In that construction record drawings are based on information provided by others, CONSULTANT cannot I nd does not warrant their accuracy. 32.0 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. 34.0 Dispute Resolution: The OWNER and CONSULTANT agree that they shall diligently pursue resolution of all disagreements within 45 days of either party's written notice using a mutu Ily acceptable form of mediated dispute resolution prior to exercising their rights under law. CONSULTANT shall continue to perform services for the Project and the OWNER shall pay for such services during 1 he dispute resolution process unless the OWNER issues a written notice to suspend work. 35.0 Suspension of Work: The OWNER may suspend services performed by CONSULTANT syith cause upon fourteen (14) days written notice. CONSULTANT shall submit an invoice for services performed up to the effective date of the work suspension and the OWNER shall pay CONSULTANT all outstanding invoices within fourteen (14) days. If the work suspension exceeds thirty (30) days from he effective work suspension date, CONSULTANT shall be entitled to renegotiate the Project schedule I nd the compensation terms for the Project. 36.0 Termination: The OWNER or CONSULTANT may terminate services on the Project upon th (30) days written notice with or without cause. CONSULTANT shall submit an invoice for servi es performed up to the effective date of termination and the OWNER shall pay CONSULTANT all outstanding invoices within fourteen (14) days. The OWNER may withhold an amount for services t at may be in dispute provided that the OWNER furnishes a written notice of the basis for their dispute nd that the amount withheld represents a reasonable value. 37.0 Governing Law: The terms of agreement shall be governed by the laws of the state where he services are performed provided that nothing contained herein shall be interpreted in such a manne as to render it unenforceable under the laws of the state in which the Project is located. 38.0 Assignment: Neither party shall assign its rights, interests or obligations under the Proj ct without the express written consent of the other party. 39.0 Waiver of Rights: The failure of either party to enforce any provision of these terms d conditions shall not constitute a waiver of such provision nor diminish the right of either party to he remedies of such provision. 40.0 Warranty: CONSULTANT warrants that they shall deliver products under the Project consist nt with the standard of care set forth in Section 11.0 above. CONSULTANT provides no other expressed or implied warranty. 41.0 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 OWNER and CONSULTANT shall CITY OF JEFFERSONVILLE Page 5 of 6 ATTACHMENT "D" work in good faith to replace an invalid provision with one that is valid with as close to the orignal meaning as possible. 42.0 Survival: All provisions of these terms that allocate responsibility or liability between :he OWNER and CONSULTANT shall survive the completion or termination of services for the Project. CITY OF JEFFERSONVILLE Page 6 of 6 ATTACHMENT "D"