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HomeMy WebLinkAboutRiver Ridge Offsite Pump Station- 4/2013 AGREEMENT THIS AGREEMENT (the "Agreement ") is made and entered into this day of A P a, L , 2013 (the "Effective Date "), by and between the City of Jeffersonville, acting by and through the Sewer Board, hereinafter referred to as the "BOARD ", and Bernardin, Lochmueller and Associates, Inc., hereinafter referred to as the "CONSULTANT ". WITNESSETH WHEREAS, the BOARD desires to contract for Professional Services, and WHEREAS, CONSULTANT has expressed a willingness to perform said services, NOW, THEREFORE, the parties hereto agree that CONSULTANT shall provide the services and documents hereinafter described, in relation to the following described project: River Ridge Offsite Pump Station (the "PROJECT "). NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto mutually covenant and agree as follows: Section I Basic Services by CONSULTANT The basic services to be provided by CONSULTANT under this Agreement are as set forth in Appendix "A" ( "Services "). Section II Information and Services to be Furnished by the BOARD The information and services to be furnished by the BOARD are as set forth in Appendix Section III Schedule CONSULTANT shall begin the Services immediately and shall deliver the Services to the BOARD with 120 days of receiving the Notice -to- Proceed. The BOARD agrees that CONSULTANT is not responsible for damages arising directly or indirectly from delays for causes beyond CONSULTANT's control. In addition, if the delays resulting from any such causes increase the cost or time by CONSULTANT to perform its Services in an efficient manner, CONSULTANT shall be entitled to a reasonable adjustment in schedule and compensation. CITY OF JEFFERSONVILLE, !NDIANA Page 1 of 11 213- 0016 -0WW N.:pi.CN`I;'dr1C�P:'ifl tt',7: iN]1Fi'pbR V:'17t9 ROAR 041613 OCK Section IV Compensation CONSULTANT shall receive payment for the Services performed under this Agreement in the amount of a lump sum fee of Thirty Seven Thousand Five Hundred Dollars ($37,500.00) unless a modification to this Agreement is made in writing. Section V General Provisions 1. Work Office CONSULTANT shall perform the Services at its offices or at such other locations as may be necessary or appropriate. 2, Standards of Performance A. The standard of care for all professional services performed or furnished by CONSULTANT under this Agreement will be the care and skill ordinarily used by members of the respective profession practicing under similar circumstances at the same time and in the same locality. CONSULTANT makes no warranties, express or implied, under this Agreement or otherwise, in connection with CONSU LTANT's Services. B. CONSULTANT shall be responsible for the technical accuracy of its Services and documents resulting therefrom, and BOARD shall not be responsible for discovering deficiencies therein. CONSULTANT shall correct any deficiencies CONSULTANT discovers without additional compensation except to the extent such action is directly attributable to deficiencies in BOARD- furnished information. C. CONSULTANT shall perform or furnish professional services in all phases of the Project to which this Agreement applies. CONSULTANT shall serve as the BOARD's prime professional for the Project. CONSULTANT may employ such subconsultants as CONSULTANT deems necessary to assist in the performance or furnishing of the Services. CONSULTANT shall not be required to employ any subconsultants unacceptable to CONSULTANT. D. CONSULTANT and BOARD shall comply with applicable laws or regulations and owner - mandated standards. This Agreement is based on these requirements as of its Effective Date. Changes to these requirements after the Effective Date of this Agreement may be the basis for modifications to BOARD's responsibilities or to CONSULTANT's scope of services, times of performance, or compensation. E. BOARD shall be responsible for, and CONSULTANT may rely upon, the accuracy and completeness of all requirements, programs, instructions, reports, data, and other information furnished by BOARD to CONSULTANT pursuant to this CITY OF JEFFERSONVILLE, INDIANA Page 2 of 11 213- 0016 -0WW W \ACCNflNGV70hMCI \2130016 P. WITH MARE) C41613 DO,_ Agreement. CONSULTANT may use such requirements, reports, data, and information in performing or furnishing services under this Agreement. F. CONSULTANT shall not be required to sign any documents, no matter by whom requested, that would result in CONSULTANT's having to certify, guarantee or warrant the existence of conditions whose existence CONSULTANT cannot ascertain. BOARD agrees not to make resolution of any dispute with CONSULTANT or payment of any amount due to CONSULTANT in any way contingent upon CONSULTANT's signing any such certification. G. CONSULTANT shall not be responsible for the acts or omissions of any contractor(s), subcontractor or supplier, or any of the contractor's agents or employees or any other persons (except CONSULTANT's own employees) at the site or otherwise furnishing or performing any of the contractor's work; or for any decision made on interpretations or clarifications of any contract for construction, general conditions, supplemental conditions, change orders, and related documents (the "Contract Documents ") given by BOARD without consultation and advice of CONSULTANT. 3. Authorized Project Representatives Contemporaneous with the execution of this agreement, CONSULTANT and BOARD shall designate specific individuals to act as CONSULTANT's and BOARD's representatives with respect to the Services to be performed or furnished by CONSULTANT and responsibilities of BOARD under this Agreement. Such individuals shall have authority to transmit instructions, receive information, and render decisions relative to the Project on behalf of each respective party. 4. Ownership of Documents All documents, including tracings, drawings, reports, estimates, specifications, field notes, investigations, studies, etc., shall be considered as instruments of service, and shall remain the property of CONSULTANT. During the performance of the Services herein provided for, CONSULTANT shall be responsible for any Toss or damage to the documents which it caused, herein enumerated, while they are in its possession and any such loss or damage shall be restored at its expense. Full access to the Services during the progress of the Services shall be available to BOARD. BOARD shall not reuse or make any modification to the construction documents without the prior written authorization of CONSULTANT. BOARD agrees, to the fullest extent permitted by law, to defend, indemnify and hold harmless CONSULTANT, its officers, directors, employees and subconsultants (collectively, "CONSULTANT ") against any damages, liabilities or costs, including reasonable attorneys' fees and defense costs arising from, or allegedly CITY OF JEFFERSONVILLE, INDIANA Page 3 of 11 213 - 0016 -0WW \A“NT/Nu 1N7OM/ 1 i7fW,.4GH WITH BOARD t? -0Tfi13_DOC arising from or in any way connected with, the unauthorized reuse or modification of the construction documents by BOARD or any person or entity that acquires or obtains the construction documents from or through the BOARD without the written authorization of CONSULTANT. Under no circumstances shall the transfer of ownership of CONSULTANT's drawings, specifications, electronic files or other instruments of service be deemed a sale by CONSULTANT, and CONSULTANT makes no warranties, either express or implied, of merchantability and fitness for any particular purpose, nor shall such transfer be construed or regarded as any waiver or other relinquishment of CONSULTANT's copyrights in any of the foregoing, full ownership of which shall remain with CONSULTANT, absent CONSULTANT's express prior written consent. 5. Access to Records CONSULTANT and its subcontractors shall maintain all books, documents, papers, accounting records and other evidence pertaining to the cost incurred and shall make such materials available at its respective offices at all reasonable times during the period of this Agreement and for three (3) years from the date of final payment under the terms of this Agreement, for inspection by the BOARD and copies thereof shall be furnished if requested. 6. Compliance with State and Other Laws CONSULTANT specifically agrees that in performance of the Services herein enumerated by it or by a subconsultant contractor or anyone acting in behalf of either, that it or they will exercise reasonable skill and care in its efforts to comply with applicable State, Federal, and Local Statutes, Ordinances and Regulations and assist the BOARD in obtaining all permits that are applicable to the entry into and the performance of this Agreement. 7, Employment Eligibility Verification The CONSULTANT affirms under the penalties of perjury that he /she /it does not knowingly employ an unauthorized alien. The CONSULTANT shall enroll in and verify the work eligibility status of all his /her /its newly hired employees through the E- Verify program as defined in IC 22- 5- 1.7 -3. The CONSULTANT is not required to participate should the E- Verify program cease to exist. Additionally, the CONSULTANT is not required to participate if the CONSULTANT is self - employed and does not employ any employees. CITY OF JEFFERSONVILLE, INDIANA Page 4 of 11 213- 0016 -0WW Nl:\AL N711`!ts'F ONTHAf.T1'<1 OOiE t(ik V■17F4 OCA 041613.DJC The CONSULTANT shall not knowingly employ or contract with an unauthorized alien. The CONSULTANT shall not retain an employee or contract with a person that the CONSULTANT subsequently learns is an unauthorized alien. The CONSULTANT shall require his /her /its subcontractors, who perform work under this Contract, to certify to the CONSULTANT that the SUB- CONSULTANT does not knowingly employ or contract with an unauthorized alien and that the SUB - CONSULTANT has enrolled and is participating in the E- Verify program. The CONSULTANT agrees to maintain this certification throughout the duration of the term of a contract with a SUB - CONSULTANT. The BOARD may terminate for default if the CONSULTANT fails to cure a breach of this provision no later than thirty (30) days after being notified by the BOARD. 8. Allocation of Risks — Indemnification A, To the fullest extent permitted by law, CONSULTANT shall indemnify and hold harmless BOARD, BOARD's officers, directors, partners, and employees from and against any and all costs, losses, and damages (including but not limited to all reasonable fees and charges of engineers, architects, attorneys, and other professionals, and all court or arbitration or other dispute resolution costs) caused solely by the negligent acts or omissions of CONSULTANT or CONSULTANT's officers, directors, partners, employees, and its consultants in the performance and furnishing of CONSULTANT's services under this Agreement. B. To the fullest extent permitted by law, BOARD shall indemnify and hold harmless CONSULTANT, CONSULTANT's officers, directors, partners, employees and CONSULTANT's consultants from and against any and all costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court or arbitration or other dispute resolution costs) caused solely by the negligent acts or omissions of BOARD or BOARD's officers, directors, partners, employees, and BOARD's consultants with respect to this Agreement or the Project. C. To the fullest extent permitted by law, CONSULTANT's total liability to BOARD and anyone claiming by, through, or under BOARD for any cost, Toss, or damages caused in part by the negligence of CONSULTANT and in part by the negligence of BOARD or any other negligent entity or individual, shall not exceed the percentage share that CONSULTANT's negligence bears to the total negligence of BOARD, CONSULTANT, and all other negligent entities and individuals. CITY OF JEFFERSONVILLE, INDIANA Page 5 of 11 213- 0016 -0WW W: V CPOING\CONTRAc1'2',0015 \AGR WI BOARD U4if;13:t3GC D. In addition to the indemnity provided under Paragraph 7 (B) above, and to the fullest extent permitted by law, BOARD shall indemnify and hold harmless CONSULTANT and its officers, directors, partners, employees, and CONSULTANT's consultants from and against all costs, losses, and damages (including but not limited to all fees and charges of engineers, architects, attorneys, and other professionals, and all court or arbitration or other dispute resolution costs) caused by, arising out of or resulting from the presence at the site of asbestos, polychlorinated biphenyls, petroleum, hazardous waste (42 USC Sec. 6903) or radioactive materials (42 USC Sec. 2011) in such quantities or circumstances that may represent a substantial danger to persons or property exposed thereto in connection with the Work (the "Hazardous Environmental Condition "), provided that (1) any such cost, loss, or damage is attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of tangible property (other than completed Work), including the loss of use resulting therefrom, and (ii) nothing in this Paragraph 7(D) shall obligate BOARD to indemnify any individual or entity from and against the consequences of that individual's or entity's own negligence or willful misconduct. 9. Waiver BOARD and CONSULTANT further agree to waive, on behalf of their assigns, employees, agents, and successors -in- interest, any and all consequential damages arising out of their responsibilities hereunder. 10. Status of Claims CONSULTANT shall be responsible for keeping the BOARD currently advised as to the status of any claims made for damages against CONSULTANT which are known resulting from services performed under this Agreement. CONSULTANT shall send notice of claims related to Services under this Agreement to BOARD within thirty (30) days. 11. Dispute Resolution - Jurisdiction and Venue If disputes arise between BOARD and CONSULTANT during the course of the Project, or following completion of the Project, which are not resolved within three (3) weeks after a demand for direct negotiation, the parties agree that all disputes between them arising out or relating to this Agreement or the Project shall be submitted to non- binding mediation, unless the parties mutually agree otherwise, with mediation conducted in Evansville, Indiana. If the parties do not agree on a mediator within ten (10) days after demand for mediation, either party may request the American Arbitration Association to appoint a mediator who shall be an attorney having CITY OF JEFFERSONVILLE, INDIANA Page 6 of 11 213- 0016 -0WW W; \ACCNTING \CnNT ACT1213CO1es, G 4 W'1': M. BOAR )41G13,DOC substantial experience in construction law issues. If the mediator is unable to facilitate a settlement of disputes within forty -five (45) days of his /her appointment, the mediator shall issue a written statement to the parties to that effect and the aggrieved party may then seek relief through litigation. Any such litigation shall be resolved without the assistance of a jury, and each party hereby waives trial by jury in any claim whether in contract or tort, at law or in equity, arising out of or in any way related to this Agreement. If the parties are not able to settle the dispute through mediation, then it is understood that both parties hereto agree and consent to the exercise of jurisdiction over any matter or dispute arising in connection with this Agreement in a state court sitting in Clark County, Indiana. 12. Worker's Compensation and Liability Insurance CONSULTANT shall procure and maintain, until final payment by BOARD for the Services covered by this Agreement, insurance of the kinds and in the amounts hereinafter provided in insurance companies authorized to do such business in the State of Indiana covering all operations under this Agreement whether performed by it or by its subcontractor. CONSULTANT shall furnish a certificate or certificates in a form satisfactory to BOARD, showing that this section has been complied with. During the term of this Agreement, CONSULTANT shall furnish BOARD with certificates showing that the required insurance coverage is maintained. The certificate or certificates shall provide that the policies shall not be changed or canceled until ten (10) days written notice has been given to the BOARD. In the event that such written notice of change or cancellation is given, BOARD may, at its option, terminate this Agreement and no further compensation shall, in such case, be made to CONSULTANT. The kinds and amounts of insurance required are as follows: A. Policy covering the obligations of CONSULTANT in accordance with the provisions of the Worker's Compensation law. This Agreement shall be void and of no effect unless CONSULTANT procures such policy and maintains it until acceptance of the Services. B. Commercial General Liability Insurance (naming the BOARD as an additional insured) with limits of liability to be not less than $1,000,000 per occurrence, including bodily injury and property damage, and not Tess than $2,000,000 aggregate. C. Commercial Automobile Liability Insurance, including hired or non -owned vehicles with limits of liability of not less than $1,000,000 for each accident. D. Professional Liability Insurance in the amount of at least $1,000,000 per claim and aggregate. CITY OF JEFFERSONVILLE, INDIANA Page 7 of 11 213 - 0016 -0WW W :\AC Ni NG\CONTRACTA,213GOIt:;At3FWITH 3OA(4Dc '.1 &13 ..)&X 13. Chan es in the Services In the event the BOARD requires change in the Services, after the Services have progressed as directed by the BOARD, adjustments in compensation to CONSULTANT, and in time for performance of the Services as modified, shall be determined by the BOARD in consultation with CONSULTANT and CONSULTANT shall not commence the change of scope of the Services until a supplemental agreement is executed and CONSULTANT is authorized in writing by the BOARD. 14. Termination for Convenience The BOARD and CONSULTANT may terminate services on the Project upon thirty (30) days written notice with or without cause. The CONSULTANT shall submit an invoice for services performed up to the effective date of termination and the BOARD shall pay CONSULTANT all outstanding invoices within fourteen (14) DAYS. The BOARD may withhold an amount for services that may be in dispute provided that the BOARD furnishes a written notice of the basis for their dispute and that the amount withheld represents a reasonable value. 15. Non - Discrimination Pursuant to I.C. 22- 9 -1 -10, CONSULTANT and its subcontractors, if any, shall not discriminate against any employee or applicant for employment, to be employed in performance of the services 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, handicap, national origin or ancestry. Breach of this covenant may be regarded as a material breach of the Agreement. 16. Successors and Assignees The BOARD, insofar as authorized by law, binds itself and its successors, and CONSULTANT binds its successors, executors, administrators and assignees, to the other party of this Agreement and to the successors, executors, administrators and assignees of such other party, as the case may be insofar as authorized by law, in respect to all covenants of this Agreement. Neither party may assign its rights or obligations under this Agreement without the written consent of the other party. 17. Entire Agreement — Supplements This Agreement, together with the Appendices attached hereto, constitutes the entire agreement between the parties. This Agreement may only be amended, supplemented or modified by a written document executed in the same manner as this Agreement. CITY OF JEFFERSONVILLE, INDIANA Page 8 of 11 213 - 0016 -0WW h' �rt� f...'AcoNigimvintio:6\AG,S 7r €TH H4 AFii)i141s3 18. Duration of Agreement If the basic Services covered in this Agreement have not been completed in accordance with the Schedule set forth in Section III Schedule on page 1 of this Agreement, through no fault of CONSULTANT, extension of CONSULTANT's services beyond that time shall be revised, through mutual agreement, to include compensation for inflationary adjustments. 19. Hazardous Environmental Condition A. BOARD represents to CONSULTANT that to the best of its knowledge a Hazardous Environmental Condition does not exist. B. BOARD has disclosed to the best of its knowledge to CONSULTANT the existence of all asbestos, PCB's, petroleum, hazardous waste, or radioactive material located at or near the Site, including type, quantity and location. C. If a Hazardous Environmental Condition is encountered or alleged, CONSULTANT shall have the obligation to notify BOARD and, to the extent of applicable laws and regulations, appropriate governmental officials. D. If CONSULTANT's scope of services does not include any services related to a Hazardous Environmental Condition and in the event CONSULTANT or any other party encounters a Hazardous Environmental Condition, CONSULTANT may, at its option and without liability for consequential or any other damages, suspend performance of Services on the portion of the Project affected thereby until BOARD: (i) retains appropriate specialist consultant(s) or contractor(s) to identify and, as appropriate, abate, remediate, or remove the Hazardous Environmental Condition, and (ii) warrants that the Site is in full compliance with applicable laws and regulations. E. BOARD acknowledges that CONSULTANT is performing professional services for BOARD and that CONSULTANT is not and shall not be required to become an "arranger ", "operator ", "generator ", or "transporter" of hazardous substances, as defined in the comprehensive Environmental Response, Compensation, and Liability Act of 1990 (CERCLA), which are or may be encountered at or near the Site in connection with CONSULTANT's activities under this Agreement. F. If CONSULTANT's services under this Agreement cannot be performed because of a Hazardous Environmental Condition, the existence of the condition shall justify CONSULTANT's terminating this Agreement for cause on thirty (30) days notice. CITY OF JEFFERSONVILLE, INDIANA Page 9 of 11 213- 0016 -0WW N<:�ACCNTIN(ACONTRACT ,213GQIWOGR'WM< BOARD 041613.. JOC 20. Notices All written notices required by this Agreement shall be sent to the parties at the following addresses by certified mail, return receipt requested: If to CONSULTANT: Bernardin, Lochmueller and Associates, Inc. Attn: Matthew E. Wannemuehler 6200 Vogel Road Evansville, Indiana 47715 If to BOARD: Jeffersonville Sanitary Sewer Board 500 Quartermaster court Jeffersonville, Indiana 47130 21. Governing Law Where permitted by law, this Agreement shall be interpreted and enforced according to the laws of the State of Indiana, without resort to its conflict of laws rules. The undersigned attests, subject by the penalties for perjury, that it is the contract party, or that it is the representative, agent, member or officer of CONSULTANT, that it has not, nor has any other member, employee, representative, agent or officer of the firm, company, corporation or partnership represented by it, directly or indirectly, to the best of its knowledge, entered into or offered to enter into any combination, collusion of agreement to receive or pay, and that it has not received or paid, any sum of money or other consideration for the execution of this Agreement other than that which appears upon the face of the Agreement. 22. No Investment in Iran As required by IC 5 -22 -16.5, the CONSULTANT certifies that the CONSULTANT is not engaged in investment activities in Iran. Providing false certification may result in the consequences listed in IC 5 -22- 16.5 -14, including termination of this Contract and denial of future state contracts, as well as an imposition of a civil penalty. CITY OF JEFFERSONVILLE, INDIANA Page 10 of 11 213 - 0016 -0WW ''WAACCNIING \CONf NAtr013001.E ,,AGiI WflH BOARD 611G13 . Dui IN WITNESS WHEREOF, the parties have hereunto executed this Agreement the day and year first above written. BERNARDIN, LOCHMUELLER AND ASSOCIATES, INC. CITY OF JEFFERSONV1LE SANITARY SEWER :6, RD By By A C}--` -° Carl D. Camacho, P.E. Mike Moo - Indianapolis Office Manager Mayor ATTEST: BY William A. Saegesser By 1 E Mark L. Har icon, P. ., LEED AP Director of Water /Wastewater By Dale Orem 2 if Date Date CITY OF JEFFERSONVILLE, INDIANA Page 11 of 11 213- 0016 -OWW W :\ACCNTING \CONTRACT\213D016\AGR WITH BOARD O41613.DOC APPENDIX "A" SCOPE OF SERVICES CONSULTANT shall provide for the design of the abandonment and replacement of the existing River Ridge Pump Station. The new pump station shall be a duplex submersible wet well pump station with separate valve vault. Each pump shall be a constant speed pump with capacity of 400 gpm. The services to be provided are as follows: 1.0 Design 1.1 Perform wet well sizing calculations 1.2 Perform system and pump curve calculations for sizing the pumps 1.3 Coordination with the BOARD and River Ridge 2.0 Plans and Specifications 2.1 Title Sheet 2.2 Index Sheet 2.3 Demolition Sheet 2.4 Site Plan 2.5 Pump Station Cross Section 2.6 Construction Details 2.7 Electrical Sheets 3.0 Bidding 3.1 Attend Pre -bid conference 3.2 Answer questions during bidding 3.3 Issue Addenda 3.4 Bid Tabulation 3.5 Bid Recommendation 4.0 Construction Administration 4.1 Shop drawing review 4.2 Answer questions during construction 4.3 Issue Change Orders 4.4 Prepare record drawings from data provided to BLA by others 5.0 Services Not Provided Under this Agreement The services not provided by BLA under this Agreement include, but are not limited to, the following: 5.1 Topographic Surveying 5.2 Geotechnical Evaluation CITY OF JEFFERSONVILLE, INDIANA Page 1 of 1 APPENDIX "A" VS, , CCNT MC tC,CVTRA(T 130015\? aR .. /1 i Pi 15 oA7, ^. 041611,DI)C 213-001 6 -O W W APPENDIX "B" INFORMATION AND SERVICES TO BE FURNISHED BY BOARD 1.0 Topographic Survey 2.0 Geotechnical Study [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] CITY OF JEFFERSONVILLE, INDIANA Page 1 of 1 APPENDIX "B" W NACCNT {vG \CONT AC" \ /30016Vt6R WITH fi,awD 041613.DOC 213- 0016 -0W W