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HomeMy WebLinkAboutPolice Station AGREEMENT PSC 2013- CS1306 THIS PROFESSIONAL SERVICE CONTRACT, made and entered into by and between CITY OF JEFFERSONVILLE, INDIANA ( "CITY "), and CONSTRUCTION SOLUTIONS, LLC with offices located at, 229 Walnut Street, Jeffersonville, Indiana, 47130 ( "CONSULTANT "). WITNESSETH: WHEREAS, CITY is in need of certain professional services with respect to Project Management for the Jeffersonville Police Headquarters; and WHEREAS, the CONSULTANT has been determined by CITY to have the necessary experience, expertise and qualifications to provide those services; NOW THEREFORE, it is agreed by and between the parties hereto as follows: I. RECITALS ARE SUBSTANTIVE PART OF AGREEMENT. The recitals above are incorporated into the substantive body of this Agreement, and shall serve to establish the consideration for this Agreement, as though fully repeated herein. II. SCOPE OF PROFESSIONAL SERVICES A. CONSULTANT shall, at the request of CITY, provide services under the terms of this Agreement. The CONSULTANT's work product may be reviewed from time to time by CITY for purposes of determining that the services provided are within the scope of this Agreement. B. CONSULTANT, while performing the services rendered pursuant to this Agreement, may utilize agents of such CONSULTANT. However, such use must be documented in the monthly invoice submitted for those services. C. CONSULTANT may utilize the records or personnel of CITY in performing the services required in this Agreement, so long as it first secures the consent of the proper agent of CITY and prior arrangements are made to provide the necessary records or personnel. D. The services of CONSULTANT shall include but not be limited to providing Project Management for the Jeffersonville Police Headquarters. In the event that CITY engages the services of other professionals for this subject project, CONSULTANT shall work together with such other professionals in a cooperative fashion to co- ordinate their Page 1 of 7 efforts, to work in harmony, to prevent unneeded overlap of services, to avoid unnecessary expense and to avoid unnecessary conflict. III. FEES AND COMPENSATION A. CONSULTANT shall be paid a fee for professional services rendered and reimbursed for costs incurred according to the terms of this agreement in an amount not to exceed the sum $120,000.00. Contract amount is based upon CITY estimated time frame of 11 months and approximate construction value of $5.8 — 6.9 million. Contract value shall be adjusted if duration or construction value increases. B. CONSULTANT shall submit invoices on a monthly basis for work completed to date. Payment shall be made to CONSULTANT within 30 days of date of invoice. Interest rate of 1-1/2 percent per month will be charged on all past -due amounts. IV. DURATION A. This is a professional service contract which shall begin April 11, 2013, and shall continue through and including March 11, 2014. B. This Agreement may be terminated at any time with or without cause by submitting written notice to the non - terminating party of such intent to terminate. In the event of termination without cause, payment for services complete up to and including date of termination shall be based upon work completed at the rates identified in this Agreement. C. This Agreement may be terminated at any time for cause by CITY upon breach of any provision of this Agreement by CONSULTANT. CITY shall provide written notice of termination to CONSULTANT specifying the termination date and time. If CITY terminates this Agreement for cause, CITY shall have the right to withhold any disputed portions of payments due under this Agreement and CITY may pursue its remedies in law or equity through all appropriate legal action. D. If performance of the Services is affected by causes beyond the CONSULTANTS reasonable control, Project schedule and compensation shall be equitably adjusted. V. EMPLOYER/EMPLOYEE RELATIONSHIP It is expressly understood that no employer /employee relationship is created by this agreement nor does it cause CONSULTANT to be an office of official of CITY. VI. RECORDS - AUDIT CONSULTANT shall maintain during the course of the work, and retain not less than five years from the date of final payment on the contract, complete and accurate records of all of CONSULTANT's fees and costs which are chargeable to CITY under this Agreement; and CITY shall have the right, at any reasonable time, to inspect and audit Page 2 of 7 those records by authorized representatives of its own of any public accounting firm selected by it. The records to be thus maintained and retained by CONSULTANT shall include without limitation: (a) payroll records accounting for total time distribution of CONSULTANT's employees working full or part time on the project (to permit tracing to payrolls and related tax returns), as well as canceled payroll checks, or signed receipts for payroll payments in cash; (b) invoices for purchases; (c) receiving and issuing documents, and all the other unit inventory records for CONSULTANT's stores stock or capital items; (d) paid invoices and canceled checks for materials purchased and for subcontractors' and any other third parties' charges; and (e) any and all other records, whether printed or electronic, pertaining to CONSULTANT'S fees, costs or expenses charged or chargeable to CITY. VII. INSURANCE REQUIREMENTS Prior to commencing work, CONSULTANT shall obtain at its own cost and expense the following types of insurance through insurance companies licensed in the State of Indiana. Insurance written by non - admitted carriers will also be considered acceptable, if in accordance with Indiana Insurance Law. Workers' Compensation written through qualified group self - insurance programs in accordance with Indiana law will also be acceptable. The CONSULTANT shall not commence work under this Contract until all insurance required under the Contract Document has been obtained and until copies of policies or certificates thereof are submitted to and approved by the City of Jeffersonville. The CONSULTANT shall not allow any subcontractor to commence work until the insurance required of such subcontractor has been obtained and copies of Certificates of Insurance retained by CONSULTANT evidencing proof of coverages. Without limiting CONSULTANT's indemnification requirements, it is agreed that CONSULTANT shall maintain in force at all times during the performance of this agreement the following policy of insurance covering its operations, and require subcontractors, if subcontracting is authorized, to procure and maintain these same policies until final acceptance of the work by CITY. CITY may require CONSULTANT to supply proof of subcontractor's insurance via Certificates of Insurance. The insurance to be procured and maintained and minimum Limits of Liability shall be as follows, unless different limits are specified by addendum to the contact 1. The CONSULTANT shall purchase and maintain at their own expense a PROFESSIONAL LIABILITY (Errors and Omissions Liability) insurance policy, which includes a minimum limit of liability of $1,000,000 for each Wrongful Act. The CITY may require that such policy be written on an "Occurrence" coverage form. In the event that the CITY agrees and CONSULTANT's policy is written on a "Claims Made" Form, the CONSULTANT shall, after work has been completed, furnish evidence that the liability coverage has been maintained for at least one year after completion of work, either by submitting renewal policies with a Retroactive Date of not later than the date work commenced under this contract, or by evidence that the CONSULTANT has purchased an Extended Reporting Period Endorsement that will apply to any and all claims arising from work performed under this contact. Page 3 of 7 2. WORKERS' COMPENSATION insuring the employers' obligations under Indiana Revised Statutes at Statutory Limits, and EMPLOYERS' LIABILITY - $100,000 Each Accident/$500,000 Disease — Policy Limit/$100,000 Disease — Each Employee. Insurance is to be placed with Insurance Companies with an A.M. Best Rating of no less than `B+ VI ", unless proper financial information relating to the Company is submitted to and approved by the CITY. The CONSULTANT shall procure and maintain insurance policies as described herein and for which CITY shall be furnished Certificates of Insurance upon the execution of the Contract. The Certificates shall include provisions stating that the policies may not be cancelled or materially amended without CITY having been provided at least (30) thirty days written notice. The Certificates shall identify the Contact to which they apply and shall include the name and address of the person executing the Certificate of Insurance as well as the person's signature. If policies expire before the completion of the Contract, renewal Certificates of Insurance shall be furnished to City of Jeffersonville at least 30 days prior to the expiration of any Policy(s). Certificates of Insurance as required above shall be furnished, as called for: City of Jeffersonville, 500 Quartermaster Court, Jeffersonville, Indiana, 47130. Approval of the Insurance by CITY shall not in any way relieve or decrease the liability of the CONSULTANT hereunder. It is expressly understood that CITY does not in any way represent that the specified Limits of Liability or coverage or policy forms are sufficient or adequate to protect the interest or liabilities of the CONSULTANT. 3. CONSULTANT shall carry such other insurance in such form and in such companies as may be demanded by CITY after CITY reviews the insurance overages provided in the foregoing provisions and as are deemed necessary and satisfactory to CITY to protect the parties from and against any and all claims, demands, actions, judgments, costs, expenses and liabilities of every name and nature which may arise or result directly or indirectly from or by reason of CONSULTANT'S services, work, negligence, breach, failure, misconduct, and other actions. Additional costs associated with such additional coverages shall be a reimbursable cost. VIII. HOLD HARMLESS CLAUSE The CONSULTANT shall indemnify, protect, hold harmless, and defend the CITY and, its elected and appointed officials, employees, agents and successors in interest from and against all claims, demands, damages, losses and expenses including litigation expenses and attorneys fees, to the proportionate extent, which may arise out of, be caused by or result from the CONSULTANT's (or CONSULTANT's subcontractors, if any) negligence provided that such claim, damage, loss, or expense is: (1) for damages to property, and for injury or death to persons, or Page 4 of 7 , (3) to the extent is not caused by the negligence or omission of CITY or any of its elected or appointed officials or employees who are acting within the scope of their office or employment. This Hold Harmless and Indemnification Clause shall in no way be limited by any financial responsibility or insurance requirements and shall survive the termination of the Contract. CONSULTANT shall furnish to the CITY a certificate evidencing compliance with the above requirements. This certificate will list CITY as additional insured and will note specific cancellation language, as follows: In the event of cancellation of any of the said policies, the insuring company shall give the party to whom this certificate is issued 30 (thirty) days prior notice of such cancellation." If CONSULTANT fails to renew adequate insurance, CITY may terminate this Agreement. Services will be the degree of skill and diligence normally employed by professional engineers, architects, or consultants performing the same or similar services at the time said services are performed. CONSULTANT will re- perform any services not meeting this standard without additional compensation. All reports, drawings, specifications, documents, and other deliverables of CONSULTANT, whether in hard copy or in electronic form, are instruments of service for this Project, whether the Project is completed or not. Any re -use of the reports, specification, documents, or other deliverables for other than their intended use shall be at the CITY's sole risk. IX. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana. In the event of any proceedings regarding this Agreement, the Parties agree that the venue shall be the state courts of Indiana or the U.S. District Court. All parties expressly consent to personal jurisdiction and venue in such Court for the limited and sole purpose f proceedings relating to this Agreement or any rights or obligations arising there under. Service of process may be accomplished by following the procedures prescribed by law. X. AUTHORITY The CONSULTANT, by execution of this Agreement, does hereby warrant and represent that he is qualified to do business in the State of Indiana, has full right, power and authority to enter into this Agreement. XI. CONFLICTS OF INTEREST (1) It shall be a breach of ethical standards for any employee with procurement authority to participate directly in any proceeding or application; request for ruling or other determination; claim or controversy; or other particular matter pertaining to any contract, or subcontract, and any solicitation or proposal therefore, in which to his knowledge: Page 5 of 7 (a) He, or any member of his immediate family has a financial interest therein; or (b) A business or organization in which he or any member of his immediate family has a financial interest as an office, director, trustee, partner or employee, is a party; or (c) Any other person, business, or organization with whom he or any member of his immediate family is negotiating or has an arrangement concerning prospective employment is a party. (d) Direct or indirect participation shall include but not be limited to involvement through decision, approval, disapproval, recommendation, preparation of any part of a purchase request, influencing the content of any specification or purchase standard, rendering of advice, investigation, auditing, or in any other advisory capacity. (2) It shall be a breach of ethical standards for any person to offer, give, or agree to give any employee or former employee, or for any employee or former employee to solicit, demand, accept, or agree to accept from another person, a gratuity or an offer of employment, in connection with any decision, approval, disapproval, recommendation, preparation of any part of purchase request, influencing the content of any specification or purchase standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any proceeding or application, request for ruling or other determination, claim or controversy, or other particular matter, pertaining to any contract or subcontract and any solicitation or proposal therefore. (3) It is a breach of ethical standards for any payment, gratuity, or offer of employment to be made by or on behalf of a subcontractor under a contract to the prime contractor or higher tier subcontractor or any person associated therewith, as an inducement for the award of a subcontract or order. (4) The prohibition against conflicts of interest and gratuities and kickbacks shall be conspicuously set forth in every local public agency written contract and solicitation therefore. - (5) It shall be a breach of ethical standards for any public employee or former employee knowingly to use confidential information for his actual or anticipated personal gain, or the actual or anticipated personal gain of any other person. (6) The parties shall comply in all respects with the CITY's ethics ordinance. Page 6 of 7 y , • XII. ENTIRE AGREEMENT This Agreement constitutes the entire agreement and understanding of the parties with respect to the subject matter set forth herein and this Agreement supersedes any and all prior and contemporaneous oral or written agreements or understandings between the parties relative thereto. No representation, promise, inducement, or statement of intention has been made by the party that is not embodied in this Agreement. This Agreement cannot be amended, modified, or supplemented in any respect except by a subsequent written agreement duly executed by all of the parties hereto. WITNESS the signatures of the parties to this Agreement. These signatures apply to PSC 2013 -CS 1306 CITY OF JEF ERRS • ILLE / INDIANA By: Printed Name: Mike Moore Title: Mayor Date: � \g_t (3 CONSULTANT B : ' y• Printed Name: Clinton Deckard Title: President Date: March 18, 2013 Page 7 of 7