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HomeMy WebLinkAboutConsulting Services Agreement (2) i 0 Jacobi, Toombs & Lanz, Inc. Consulting Engineers & Land Surveyors i, i 1 City of Jeffersonville, Indiana, Board of Public Works and Safety and Jacobi, Toombs and Lanz, Inc. Consulting Services Agreement i This is an agreement made as of this L.- day of I vl A , 2012, between The City of Jeffersonville, Indiana, as approved by the Board of Pubic Works and Safety, (Client) and 1 Jacobi, Toombs, and Lanz, inc. (JTL) a firm of Professional Engineers, Surveyors and GIS Specialists. 1 1 Client (CITY) hereby retains JTL (CONSULTANT) to perform services as described in Attachment A. CONSULTANT agrees to perform the services in consideration of the compensation described in Attachment B and in accordance with the terms described in Attachment C. , This Agreement consists of this document together with Attachment A — Project Requirements, Attachment B — Fee Schedule, and Attachment C — Terms and Conditions. This agreement between the CITY and CONSULTANT supercedes all prior written and oral understandings. This agreement may only be amended, supplemented, modified or cancelled 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. i CITY: CONSULTANT: City of Jeffersonville Jacobi, Toombs, and Lanz 500 Quartermaster Co 4 120 : - A venue 1 Jeffersonville, Indi. n. 30 Cl. rksville Indiana 47129 (8 2) 288-..46 By By ---7 Mayor Mike M I ore Jo e . Lan , . ., Pres . - Witness ..' - 1 _ :he /FP 1 411, I i 1 i i i P: \Shawna \city of jeffersonville redistricting 2012.doc 1 j t 1 1 1 I Professional Services Agreement Attachment A Project Requirements i 1. Description of Services The primary purpose of this project is to assist The Jeffersonville City Council by providing Maps and information to allow them to take the existing voting districts and realign them to account for the Census 1 2010 updated Clark County precincts. I j i . 2. Scope o Services 1 A Services to be provided under this agreement are grouped as one item: • Item 7: Redistricting — CONSULTANT will provide guidance in the form of redrawing of the districts based on existing precincts and calculating population based on Census 2010 counts. JTL will after The City of Jeffersonville City Council revisions are finalized, create maps for The 1 City of Jeffersonville City Council. I J I 3. Project Schedule The anticipated timeline for this project includes beginning on or near May 2012 and continuing through the end of July 2012. J Modifications and Change Orders CITY, without invalidating the Contract, may make changes to the service as necessary. If the change requires an adjustment in the Contract Price, the CONSULTANT shall transmit to the CITY the costs of such changes by letter. Please note that no changes to the contract shall be allowed unless a written change order is agreed upon and executed by both the CITY and the CONSULTANT. I i j i I i I t 1 i t 1 1 t t i 1 A - 1 Professional Services Agreement Attachment A: Project Requirements i i Professional Services Agreement Attachment B: Fee Schedule Item 1 } Consulting fees for this item will be billed on a time and materials basis at standard rates and reimbursable expenses with a budget not to exceed $30,000. JACOBI, TOOMBS AND LANZ, INC. 2012 HOURLY BILLING RATES January 4, 2012 STANDARD CODE CLASSIFICATION HOURLY RATE* PR2 PRINCIPAL - PRESIDENT 150.00 PR1 PRINCIPAL - VICE PRESIDENT 130.00 PM3 PROJECT MANAGER III 125.00 PM2 PROJECT MANAGER II 120.00 PM1 PROJECT MANAGER! 105.00 E5 ENGINEER V (PE) 120.00 E4 ENGINEER IV (PE) 115.00 E3 ENGINEER!!! (PE) 100.00 E2 ENGINEER II (PE) 90.00 El ENGINEER I (PE) 80.00 ET4 ENGINEERING TECH IV (EIT) 75.00 ET3 ENGINEERING TECH III (EIT) 65.00 ET2 ENGINEERING TECH II 55.00 'ft ET1 ENGINEERING TECH 1 45.00 GM GIS MANAGER 115.00 GT2 GIS TECHNICIAN II 75.00 GT1 GIS TECHNICIAN 1 60.00 CT3 CAD TECH III (DESIGNER) 67.50 CT2 CAD TECH 11 60.00 CT1 CAD TECH 1 50.00 } SM SURVEY MANAGER 110.00 LS2 LAND SURVEYOR II (LS) 80.00 LS1 LAND SURVEYOR! (LS) 65.00 SC SURVEY CHIEF 60.00 ST2 SURVEY TECHNICIAN 11 55.00 B -1 � i� ST1 SURVEY TECHNICIAN I 45.00 FC2 2 -MAN SURVEY CREW 115.00 FC3 3 -MAN SURVEY CREW 160.00 RCM RESIDENT CONSTRUCTION MANAGER 80.00 RP RESIDENT CONSTRUCTION REPRESENTATIVE 70.00 RI RESIDENT INSPECTOR 65.00 ADM ADMINISTRATIVE ASSISTANT 70.00 CL CLERICAL 40.00 LAS LAND ACQUISITION SPECIALIST 60.00 GPS GPS 50.00 RTS ROBOTIC TOTAL STATION EQUIPMENT 50.00 EXP MILEAGE: PER MILE 0.40 'f Overtime will be charged at 1.25 times the regular billing rate Serving as an expert witness in legal proceedings will be charged at 2 times the regular billing rate These rates may be adjusted on an annual basis as required by economic factors at the discretion of Jacobi, Toombs and Lanz, Inc. pp tl gg� { - 2 j f R g 9 : . 1 i Professional Services Agreement 3 Attachment C - Terms & Conditions 1 Services Jacobi, Toombs and Lanz, Inc. (JTL) will • Subcontracted services are defined as Project ■ perform services for the Client with these Terms & related services provided by other parties to JTL Conditions. JTL has developed the Project scope of • Reimbursable expenses are defined as actual service, schedule, and compensation based on available expenses incurred in connection with the Project. information and various assumptions. The Client Payment Terms JTL shall submit monthly invoices for acknowledges that adjustments to the schedule and services performed and Client shall pay the full invoice 1 compensation may be necessary based on the actual amount within 30 days of the invoice date. Invoices will 1 circumstances encountered by JTL in performing their be considered correct if not questioned in writing within services. 10 days of the invoice date. JTL shall be entitled to a 2% Authorized Representatives The officer assigned to per month administrative charge in the event of payment the Project by JTL is the only authorized representative delay. Client payment to JTL is not contingent on to make decisions or commitments on behalf of JTL. The arrangement of project financing. Invoice payment Client shall designate a representative with similar delayed beyond 60 days shall give JTL the right to stop authority. work until payments are current. Non - payment beyond Project Requirements The Client shall confirm the 70 days shall be just cause for termination by JTL. objectives, requirements, constraints, and criteria for the Additional Services The Client and JTL acknowledge Project at its inception. If the Client has established that additional services may be necessary for the Project design standards, they shall be furnished to JTL at to address issues that may not be known at Project Project inception. JTL will review the Client design initiation or that may be required to address standards and may recommend alternate standards circumstances that were not foreseen. In that event, JTL considering the standard of care provision. shall notify the Client of the need for additional services Site Access The Client shall obtain all necessary and the Client shall pay for such additional services in an 1 approvals for JTL to access the Project site(s). amount and manner as the parties may subsequently Period of Service JTL shall perform the services for the agree. Project in a timely manner consistent with sound Independent Consultant JTL shall serve as an 1 professional practice. JTL will strive to perform its independent consultant for services provided under this services according to the Project schedule set forth in agreement. JTL shall retain control over the means and Attachment C. The services of each task shall be methods used in performing their services and may considered complete when deliverables for the task have retain subconsultants to perform certain services as been presented to the Client. JTL shall be entitled to an determined by JTL. extension of time and compensation adjustment for any Standard of Care Services provided by JTL will be delay beyond JTL control. performed with the care and skill ordinarily exercised by Compensation In consideration of the services members of the same profession practicing under similar performed by JTL, the Client shall pay JTL in the manner circumstances. JTL will not be liable for the cost of any set forth in Attachment B. The parties acknowledge that omission that adds value to the Project. terms of compensation are based on an orderly and Compliance with Laws JTL shall perform its services continuous progress of the Project. Compensation shall consistent with sound professional practice and be equitably adjusted for delays or extensions of time endeavor to incorporate laws, regulations, codes, and beyond the control of JTL. standards applicable at the time the work is performed. Payment Definitions The following definitions shall In the event that standards of practice change during the apply to methods of payment: Project, JTL shall be entitled to additional compensation • Salary cost is defined as the individuals base salary where additional services are needed to conform to the j plus customary and statutory benefits. Statutory standard of practice. i benefits shall be as prescribed by law and Permits and Approvals JTL will assist the Client in customary benefits shall be as established by JTL preparing applications and supporting documents for the employment policy. Client to secure permits and approvals from agencies • Cost plus is defined as the individuals base salary having jurisdiction over the Project. The Client agrees to plus actual overhead plus professional fee. pay all application and review fees. Overhead shall include customary and statutory Ownership of Documents Documents prepared by JTL benefits, administrative expense, and non - project for the Project are instruments of service and shall operating costs. remain the property of JTL. Record documents of • Lump sum is defined as a fixed price amount for the service shall be based on the printed copy. JTL will scope of services described. furnish documents electronically, however the Client • Standard Rates is defined as individual time releases JTL from any liability that may result from multiplied by standard billing rates for that individual. documents used in this form. JTL shall not be held liable P: \Shawna \JTLterms(C).doc Page 1 of 3 Terms & Conditions Rev 02/05/2009 1 . for reuse of documents for any purpose other than those property improvements and the Client waives the right to intended under the Project. any legal defense to the contrary. Insurance JTL will maintain the following insurance and Consequential Damages Neither the Client nor JTL coverage limits during the period of service. The Client shall be liable to the other for any consequential will be named as an additional insured on the damages regardless of the nature or fault. Commercial General Liability and Automobile Liability Environmental Matters The Client warrants they have policies. disclosed all potential hazardous materials that may be Worker's Compensation $500,000 per Accident encountered on the Project. In the event unknown and $500,000 Policy Limit hazardous materials are encountered, JTL shall be Commercial General $1,000,000 per entitled to additional compensation for appropriate Liability occurrence (bodily injury actions to protect the health and safety of its personnel, including death & and for additional services required to comply with property damage) applicable laws. The Client shall indemnify JTL from any j $2,000,000 aggregate claim related to hazardous materials encountered on the 1 Automobile Liability $1,000,000 combined Project except for those events caused by negligent acts single limit for bodily of JTL. j Cost Opinions JTL shall prepare cost opinions for the injury and property damage Project based on historical information that represents Professional Liability $500,000 each claim and the judgment of a qualified professional. The Client and arrangements for Builder's Risk, in the aggregate JTL acknowledge that actual costs may vary from the cost opinions prepared and that JTL offers no guarantee The Client shall make arran related to the Project cost. Protective Liability, Pollution Prevention, and other Independent Counsel The Client agrees to obtain specific insurance coverage warranted for the Project in independent legal and financial counsel for the Project amounts appropriate to the Project value and risks. JTL considering JTL does not furnish these services. shall be a named insured on those policies where JTL Contingency Fund The Client acknowledges the may be at risk. The Client shall obtain the counsel of 1 others in setting insurance limits for construction potential for changes in the work during construction and contracts. the Client agrees to include a contingency fund in the Waiver of Subrogation JTL shall endeavor to obtain a Project budget appropriate to the potential risks and waiver of subrogation against the Client, if requested in uncertainties associated with the Project. JTL may offer writing by the Client, provided that JTL will not increase advice concerning the value of the contingency fund; its exposure to risk and Client will pay the cost however, JTL shall not be liable for additional costs that the Client may incur beyond the contingency fund they associated with any premium increase or special fees. select unless such additional cost results from a Indemnification JTL shall indemnify the Client from any negligent act, error, or omission related to services reasonable damages caused solely by the negligent act, performed by JTL. error, or omission of JTL in the performance of services Contractor Selection JTL may make recommendations under the Project. If such damage results in part by the concerning award of construction contracts and negligence of another party, JTL shall be liable only to the extent of their proportional negligence. products. The Client acknowledges that the final selection of construction contractors and products is Limitation of Liability In recognition of the relative risks their sole responsibility. and benefits of the project to both the Client and JTL, the Shop Drawing Review If included in the scope of risks have been allocated. The Client agrees to limit the service, JTL shall review shop- drawing submittals from liability of JTL for all claims related to the Project at $50,000 or the net income realized by JTL for the the contractor solely for their conformance with the Project, whichever is greater. design intent of and performance criteria specified for I the Project. JTL shall not be liable for the performance of 1 Third Party Claims The Client will compensate JTL for or consequential damages of any equipment furnished services performed in defense of any third party claim by the contractor under the Project. unless the claim resulted from the negligent act, error or omission of JTL. Construction Review If included in the scope of service, JTL shall observe the progress and content of Legal Expense In the event that either party takes legal the work to determine if the work is proceeding in action against the other that is not prosecuted, is general accordance with the Contract Documents. This dismissed, or if the decision is rendered for the other construction review is intended to observe, document, party, the party taking legal action agrees to pay the and report information concerning the construction other their attorney fees, court costs, and defense process. Observation of work at the Project site shall not expenses within 30 days of the court action. make JTL responsible for the work performed by another Lien Rights JTL may file a lien against the Client's party, the means, methods, techniques, sequences, or I property in the event that the Client does not make procedures selected by another party, nor the safety payment within the time prescribed in this agreement. precautions or programs of another party. The Client agrees that services by JTL are considered P: \Shawna \JTLterms(C).doc Page 2 of 3 Terms & Conditions Rev 02/05/2009 3 r ti t • Rejection of Work JTL may recommend that the Client Governing Law The terms of agreement shall be reject work by construction contractors that does not governed by the laws of the state where the services are conform to the requirements of the Project. performed provided that nothing contained herein shall Safety JTL shall be responsible solely for the safety be interpreted in such a manner as to render it precautions programs employees ecautions or ro of its and no other unenforceable under the laws of the state in which the P Y party. Project resides. Information from Other Parties The Client and JTL Assignment Neither party shall assign its rights, acknowledge that JTL will rely on information furnished interests or obligations under the Project without the by other parties in performing its services under the express written consent of the other party. Project. JTL shall not be liable for any damages that may Waiver of Rights The failure of either party to enforce be incurred by the Client in the use of third party any provision of these terms and conditions shall not 1 information. constitute a waiver of such provision nor diminish the Construction Record Drawings If included in the right of either party to the remedies of such provision. scope of service, JTL will deliver drawings to the Client Warranty JTL warrants that they will deliver products incorporating information furnished by construction under the Project within the standard of care. JTL contractors. In that construction record drawings are provides no other expressed or implied warranty. based on information provided by others, JTL cannot Severability Any provision of these terms later held to and does not warrant their accuracy. violate any law shall be deemed void and all remaining Force Majeure Neither party will hold the other provisions shall continue in force. In such event, the responsible for damages or delay caused by Acts of Client and JTL will work in good faith to replace an God, acts of war, strikes, accidents, or other events invalid provision with one that is valid with as close to the beyond the other's control. original meaning as possible. Dispute Resolution The Client and JTL agree that they Survival All provisions of these terms that allocate shall diligently pursue resolution of all disagreements responsibility or liability between the Client and JTL shall within 45 days of either party's written notice using a survive the completion or termination of services for the mutually acceptable form of mediated dispute resolution Project. prior to exercising their rights under law. JTL shall continue to perform services for the Project and the 1 Client shall pay for such services during the dispute 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 thirty (30) days written notice with or without cause. 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 1 fourteen (14) days. The Client may withhold an amount ( ) Y Y 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. I k 1 i I 1 I 1 ' P: \Shawna \JTLterms(C).doc Page 3 of 3 Terms & Conditions Rev 02/05/2009 1