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HomeMy WebLinkAboutSANITARY SEWER BOARD WATER TOWER STATION ROAD PUBLIC IMPROVEMENTS JEFFERSONVILLE REDEVELOPMENT COMMISSION JEFFERSONVILLE, INDIANA PROFESSIONAL ENGINEERING SERVICES AGREEMENT This is an agreement made as of this 31St day of January, 2018 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 B. CONSULTANT agrees to perform the services in consideration of the compensation described in Attachment C, and in accordance with the terms and conditions described in Attachment D. This Agreement consists of this document together with Attachment A - Project Description, Attachment B - Engineering Design Services,Attachment C - Fee Schedule,Attachment D–Terms and Conditions,and Attachment E-Provisions Regarding Employment of Unauthorized Aliens. 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: CONSULTANT: Jeffersonville Redevelopment Commission Jacobi,Toombs and Lanz, Inc. Jeffersonville, Indiana Consulti • • •ineers 500 Quartermaster Court 1829 E. 1pring S.eet, Suite 201 Jeffersonville, In. na 47130 New Alii any, India a 47150 By: 41, By: -Monty ent / .rge anz, P. , res.a ent Witn sr _ , Witness: r' / ,4 /. I_i. . Les Merkley, • tto - Mme, ey L. Carrico strative Assistant S\P jects\17i 67-Water Tower Station Road\proposal\I 7 167 Contract.doc Page 1 of 10 ATTACHMENT 'A' PROJECT DESCRIPTION The overall project consists of the construction of Water Tower Station Road, a new public street, beginning at SR 62, at the connection to the new traffic signal installed at the intersection with Gottbrath Parkway,and then extending in a northeasterly direction to Utica-Sellersburg Road,a distance of approximately 1,700 feet. The purpose of the new street is to serve multiple commercial developments that will result in new jobs and TIF income for the City of Jeffersonville as well as provide traffic relief to the surrounding community. Proposed improvements include construction of new pavement, curb and gutters, and storm sewers while including the design and layout of utilities that may receive construction funding from alternate sources. The scope includes the addition of a right turn lane in the West bound SR 62 and includes coordination with INDOT for approval. S.\iorojects\171 til-Water Tower Station Road\Proposal\171 67 Contract.doc Page 2 of 10 ATTACHMENT 'B' ENGINEERING DESIGN SERVICES Jacobi,Toombs and Lanz, Inc. will provide the following services: 1. Project Management and Coordination. 2. Topographic survey of the street corridor. 3. Perform all required street and drainage design,prepare construction plans and specifications, bid documents, and assist the OWNER in obtaining construction bids. 4. Preparation and submission of any and all required regulatory agency permits inclusive of INDOT `s Permit and Rule 5 Erosion Control. 5. Coordinate the work with all existing utilities, design public utility improvements to extend services into the new development. 6. Provide and manage Geotechnical Investigation. 7. Coordinate Right of Way dedication with the Developer and prepare all documents that may be necessary to transfer ownership of the Public Right of Way to the OWNER. 8. Provide full time 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. Survey,Design,plans and specifications will be completed within one hundred and eighty(120)calendar days of execution of this agreement. Construction observation is slated to begin summer 2018. 5:\projects\I 7 167-Water Tower Station Koad\rroposal\I 7 I o 7 Contract.doc Page 3 of 10 ATTACHMENT 'C' FEE SCHEDULE The CONSULTANT shall receive as payment for the work performed under this agreement a lump sum amount based on the following fees: ENGINEERING DESIGN SERVICES The total compensation for Survey and Engineering Design Services shall be one hundred thirty-seven thousand five hundred dollars ($137,500.00). The CONSULTANT may submit monthly invoices for payment for work completed to date. CONSTRUCTION ENGINEERING AND INSPECTION A Supplemental Agreement shall be submitted to cover Construction Engineering and Inspection fees once the Preliminary Engineering phase has been completed and the construction phase is out for bids. 5:\proJects\I 7 I 67-Water Tower Station Road\f'roposal\I 7 I 67 Contract.doc Page 4 of 10 Job No. 17167 Attachment D Terms and Conditions Services Jacobi, Toombs and Lanz, Inc. (JTL) will • Subcontracted services are defined as Project- perform services for the Client with these Terms and 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 acknowledges that adjustments to the schedule and y monthly invoices for compensation may be necessary based on the actual services performed and Client shall pay the full invoice amount within 45 days of the invoice date. Invoices will be circumstances encountered by JTL in performing their services. considered correct if not questioned in writing within 10 Authorized Representatives The officer assigned to the days of the invoice date. JTL may be entitled to a 2% per Project by JTL is the only authorized representative to month administrative charge in the event of payment delay. make decisions or commitments on behalf of JTL. The Client payment to JTL is not contingent on arrangement of Client shall designate a representative with similar project financing. Invoice payment delayed beyond 60 authority. days shall give JTL the right to stop work until payments are current. Non-payment beyond 70 days shall be just Project Requirements The Client shall confirm the cause for termination by JTL. objectives, requirements, constraints, and criteria for the Additional Services The Client and JTL acknowledge that Project at its inception. If the Client has established design additional services may be necessary for the Project to standards, they shall be furnished to JTL at Project address issues that may not be known at Project initiation inception. JTL will review the Client design standards and or that may be required to address circumstances that may recommend alternate standards considering the were not foreseen. Other than an emergency, JTL shall standard of care provision. notify the Client through its designated agent, prior to Site Access The Client shall obtain all necessary incurring additional expenses or performing additional approvals for JTL to access the Project site(s). work, of the need for additional services or work that JTL Period of Service JTL shall perform the services for the reasonably believes may be necessary. The Client shall Project in a timely manner consistent with sound then review the nature of the additional services, and the professional practice. JTL will strive to perform its services payment for such additional services. The parties shall according to the Project schedule set forth in Attachment B. separately agree on the need for additional services and The services of each task shall be considered complete payment for such additional services. when deliverables for the task have been presented to and Independent Consultant JTL shall serve as an accepted by the Client. independent consultant for services provided under this Compensation In consideration of the services performed agreement. JTL shall retain control over the means and by JTL, the Client shall pay JTL in the manner set forth in methods used in performing their services and may retain Attachment C. The parties acknowledge that terms of subconsultants to perform certain services as determined compensation are based on an orderly and continuous by JTL. progress of the Project. If delays on the project take place, Standard of Care Services provided by JTL will be JTL shall notify the Client's designated agent of the nature performed with the care and skill ordinarily exercised by and cause of the delay and any additional costs this may members of the same profession practicing under similar create both in the Project cost itself and the compensation circumstances. JTL will not be liable for the cost of any due to JTL. The client shall then review the nature and omission that adds value to the Project. cause of the delay and additional costs, and the parties Compliance with Laws JTL shall perform its services shall separately agree to any extensions of time or consistent with sound professional practice and endeavor additional compensation to JTL. to incorporate laws, regulations, codes, and standards Payment Definitions The following definitions shall apply applicable at the time the work is performed. In the event to methods of payment: that standards of practice or legal requirements change • Salary cost is defined as the individuals base during the Project, JTL shall promptly notify the Client salary plus customary and statutory benefits. Statutory through its designated agent of such changes and any benefits shall be as prescribed by law and customary additional costs that this may create both in the Project benefits shall be as established by JTL employment cost itself and the compensation due to JTL. The Client policy. shall then review the nature and cause of the changes and • Cost plus is defined as the individuals base salary additional costs, and the parties shall separately agree to plus actual overhead plus professional fees. Overhead any changes in the Project or additional compensation to shall include customary and statutory benefits, JTL. administrative expenses, and non-project operating Permits and Approvals JTL will assist the Client in costs. preparing applications and supporting documents for the • Lump sum is defined as a fixed price amount for Client to secure permits and approvals from agencies the scope of services described. having jurisdiction over the Project. The Client agrees to pay all application and review fees. • Standard Rates is defined as individual time Ownership of Documents Documents prepared by JTL multiplied by standard billing rates for that individual. for the Project are instruments of service and shall remain Page 5 of 10 Professional Services Agreement S:\projects\17167-Water Tower Station Road\Proposal\17167 Contract.doc Job No. 17167 the property of JTL. Record documents of service shall be to additional compensation for appropriate actions to based on the printed copy. JTL will furnish documents protect the health and safety of its personnel, and for electronically, however, the Client releases JTL from any additional services required to comply with applicable laws. liability that may result from documents used in this form. JTL and the Client acknowledge that unforeseen JTL shall not be held liable for reuse of documents for any environmental matters may arise during the course of the purpose other than those intended under the Project. Project. The Client shall notify JTL of any potential Insurance JTL will maintain the following insurance and environmental matters of which the Client may be aware, coverage limits during the period of service.The Client will and JTL shall immediately notify the Client through its be named as an additional insured on the Commercial designated agent of any environmental matters of which General Liability and Automobile Liability policies. JTL becomes aware.The parties shall mutually agree to a Worker's Compensation $500,000 per Accident arurse of action, which shall include termination of the $500,000 Policy Limit roject. In the case of an emergency, JTL will take Commercial General $1,000,000peroccunence(bodapropriate action and immediately contact the Client's injury including00pdeathccur signated agent. In the event of an emergency, JTL will Liability 1 rYbe compensated for actual costs and for its services based & property damage) on the billing rates established in the agreement. $2,000,000 aggregate Cost Opinions JTL shall prepare cost opinions for the Automobile Liability $1,000,000 combined single Project based on historical information that represents the limit for bodily injury and properiffigment of a qualified professional. The Client and JTL damage acknowledge that actual costs may vary from the cost Professional Liability $1,000,000 each claim and opinions prepared and that JTL offers no guarantee related in the aggregate to the Project cost. The Client shall make arrangements for Builder's Risk, Independent Counsel The Client agrees to obtain Protective Liability,Pollution Prevention,and other specific considering legal dl e andttrn financialcounsel isr the. Project insurance coverage warranted for the Project in amounts JTL does not furnish these services. appropriate to the Project value and risks. JTL shall be a Contingency Fund The Client acknowledges the potential named insured on those policies where JTL may be at risk. for changes in the work during construction and the Client The Client shall obtain the counsel of others in setting agrees to include a contingency fund in the Project budget insurance limits for construction contracts. appropriate to the potential risks and uncertainties Waiver of Subrogation JTL shall endeavor to obtain a associated with the Project. JTL may offer advice concerning the value of the contingency fund; however, waiver of subrogation against the Client, if requested in JTL shall not be liable for additional costs that the Client writing by the Client, provided that JTL will not increase its may incur beyond the contingency fund they select unless exposure to risk and the Client will pay the cost associated such additional cost results from a negligent act, error, or with any premium increase or special fees. omission related to services performed by JTL. Indemnification JTL shall indemnify the Client from any Contractor Selection JTL may make recommendations reasonable damages caused solely by the negligent act, concerning award of construction contracts and products. error, or omission of JTL in the performance of services The Client acknowledges that the final selection of under the Project. If such damage results in part by the construction contractors and products is their sole negligence of another party,JTL shall be liable only to the responsibility. extent of their proportional negligence. Third Party Claims The Client will compensate JTL for Shop Drawing Review If included in the scope of service, services performed in defense of any third party claim JTL shall review shop drawing submittals from the unless the claim resulted from the negligent act, error or contractor solely for their conformance with the design intent of and performance criteria specified for the Project. omission of JTL. JTL shall not be liable for the performance of or Legal Expense In the event legal action becomes consequential damages of any equipment furnished by the necessary to enforce the provisions of this agreement,the contractor under the Project. prevailing party shall be entitled to recover the costs of Construction Review If included in the scope of service, legal action against the opposing party, including, but not JTL shall observe the progress and content of the work to limited to, court costs, attorney fees, and related legal determine if the work is proceeding in general accordance expenses. with the Contract Documents. This construction review is Lien Rights JTL may file a lien against the Client's intended to observe, document, and report information property in the event that the Client does not make concerning the construction process.Observation of work payment within the time prescribed in this agreement. The at the Project site shall not make JTL responsible for the Client agrees that services by JTL are considered property work performed by another party, the means, methods, improvements and the Client waives the right to any legal techniques,sequences,or procedures selected by another defense to the contrary. a p rty, nor the safety precautions or programs of another Consequential Damages Neither the Client nor JTL shall party. be liable to the other for any consequential damages Rejection of Work JTL may recommend that the Client regardless of the nature or fault. reject work by construction contractors that does not Environmental Matters The Client warrants they have conform to the requirements of the Project. disclosed all potentially hazardous materials that may be Safety JTL shall be responsible solely for the safety encountered on the Project. In the event unknown precautions or programs of its employees and no other hazardous materials are encountered,JTL shall be entitled party. Page 6of10 Professional Services Agreement S:\projects\17167-Water Tower Station Road\Proposal\17167 Contract.doc Job No. 17167 Information from Other Parties The Client and JTL an amount for services that may be in dispute provided that acknowledge that JTL will rely on information furnished by the Client furnishes a written notice of the basis for their other parties in performing its services under the Project. dispute and that the amount withheld represents a JTL shall not be liable for any damages that may be reasonable value. incurred by the Client in the use of third party information. Governing Law The terms of agreement shall be governed Construction Record Drawings If included in the scope of by the laws of the state where the services are performed service,JTL will deliver drawings to the Client incorporating provided that nothing contained herein shall be interpreted information furnished by construction contractors. In that in such a manner as to render it unenforceable under the construction record drawings are based on information laws of the state in which the Project resides. provided by others,JTL cannot and does not warrant their Assignment Neither party shall assign its rights, interests accuracy. or obligations under the Project without the express written Force Majeure Neither party will hold the other responsible consent of the other party. for damages or delay caused by acts of God, acts of war, Waiver of Rights The failure of either party to enforce any strikes, accidents, or other events beyond the other's provision of these terms and conditions shall not constitute control. a waiver of such provision nor diminish the right of either Dispute Resolution The Client and JTL agree that they party to the remedies of such provision. shall diligently pursue resolution of all disagreements within Warranty JTL warrants that they will deliver products under 45 days of either party's written notice using a mutually the Project within the standard of care. JTL provides no acceptable form of mediated dispute resolution prior to other expressed or implied warranty. exercising their rights under law. JTL shall continue to Severability Any provision of these terms later held to perform services for the Project and the Client shall pay for violate any law shall be deemed void and all remaining such services during the dispute resolution process unless provisions shall continue in force. In such event,the Client the Client issues a written notice to suspend work. and JTL will work in good faith to replace an invalid Suspension of Work The Client may suspend services provision with one that is valid with as close to the original performed by JTL with cause upon fourteen (14) days meaning as possible. written notice. JTL shall submit an invoice for services Survival All provisions of these terms that allocate performed up to the effective date of the work suspension responsibility or liability between the Client and JTL shall and the Client shall pay JTL all outstanding invoices within survive the completion or termination of services for the fourteen (14) days. If the work suspension exceeds thirty Project. (30) days from the effective work suspension date, JTL shall be entitled to renegotiate the Project schedule and the No Personal Liability The client further agrees that,to the compensation terms for the Project. fullest extent permitted by law, no owner, shareholder, Termination The Client or JTL may terminate services on officer,director,partner,principal or employee of JTL shall have personal liability under this indemnification provision, the Project upon seven(7)days written notice in the event under any provision of the Agreement,or for any matter in of substantial failure by the other party to fulfill its connection with the Professional Services provided by JTL obligations of the terms hereunder. JTL shall submit an in connection with the project. 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 Page 7 of 10 Professional Services Agreement S:\projects\17167-Water Tower Stanon Road\Proposal\17167 Contract.dor Job No. 17167 ATTACHMENT E PROVISION REGARDING EMPLOYMENT OF UNAUTHORIZED ALIENS As required by IC 22-5-1.7, the Contractor affirms under the penalties of perjury that: A. It does not knowingly employ an unauthorized alien. B. The Contractor shall enroll in and verify the work eligibility status of all its newly hired employees through the E-Verify program as defined in IC 22-5-1.7-3.The Contractor is not required to participate should the E-Verify program cease to exist. C. The Contractor shall not knowingly employ or contract with an unauthorized alien. The Contractor shall not retain an employee or contract with a person that the Contractor subsequently learns is an unauthorized alien. D.The Contractor shall require its subcontractors who perform work under this Contract to certify to the Contractor that the subcontractor does not knowingly employ or contract with an unauthorized alien and that the subcontractor has enrolled and is participating in the E-Verify program. The Contractor agrees to maintain this certification throughout the duration of the term of a contract with a subcontractor. E. The Town may terminate for default if the Contractor fails to cure a breach of this provision no later than thirty(30) days after being notified by the Town. NONDISCRIMINATION POLICIES Contractor acknowledges that Harrison County is an equal opportunity employer and that no person shall on the grounds of race, color, national origin, sex, sexual orientation, gender identity, age, disability, religion, income status, or Limited English Proficiency be excluded from participation in,be denied the benefits of, or be otherwise subjected to discrimination under any program or activity conducted by the Town of Clarksville. During the performance of this contract, the contractor, for itself, its assignees and successors in interest(hereinafter referred to as the "contractor")agrees as follows: (1) Compliance with Regulations: The contractor shall comply with the Regulation relative to nondiscrimination in Federally-assisted programs of the Department of Transportation (hereinafter, "DOT") Title 49, Code of Federal Regulations, Part 21, and the Federal Highway Administration(hereinafter"FHWA")Title 23, Code of Federal Regulations,Part 200 as they may be amended from time to time, (hereinafter referred to as the Regulations), which are herein incorporated by reference and made a part of this contract. Page 8 of 10 Professional Services Agreement S:\projects\17167-Water Tower Station Road\Proposal\17167 Contract.doc Job No. 17167 (2) Nondiscrimination: The Contractor, with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, color, or national origin, sex, age, and disability/handicap and low income in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The contractor shall not participate either directly or indirectly in the discrimination prohibited by 49 CFR, section 21.5 of the Regulations, including employment practices when the contract covers a program set forth in Appendix B of the Regulations. (3) Solicitations for Subcontractors, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the contractor of the contractor's obligations under this contract and the Regulations relative to nondiscrimination on the grounds of race, color, or national origin, sex, age, and disability/handicap and low income. (4) Information and Reports: The contractor shall provide all information and reports required by the Regulations or directives issued pursuant thereto, and shall permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Indiana Department of Transportation (INDOT) or the FHWA to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish this information the contractor shall so certify to INDOT or the FHWA as appropriate, and shall set forth what efforts it has made to obtain the information. (5) Sanctions for Noncompliance: In the event of the contractor's noncompliance with the nondiscrimination provisions of this contract,INDOT shall impose such contract sanctions as it or the FHWA may determine to be appropriate,including,but not limited to: (a.) withholding of payments to the contractor under the contract until the contractor complies, and/or (b.) cancellation,termination or suspension of the contract,in whole or in part. (6) Incorporation of Provisions: The contractor shall include the provisions of paragraphs (1) through (6) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Regulations,or directives issued pursuant thereto. The contractor shall take such action with respect to any subcontract or procurement as INDOT or the FHWA may direct as a means of enforcing such provisions including sanctions for non- compliance: Provided, however, that, in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the contractor may request the Indiana Department of Transportation to enter into such litigation to protect the interests of the Indiana Department of Transportation and, in addition, the Page 9 of 10 Professional Services Agreement S:\projects\17167-Water Tower Station Road\Proposal\17167 Contract.doc Job No. 17167 contractor may request the United States to enter into such litigation to protect the interests of the United States. SIGNED PRINTED NAME TITLE Page 10 of 10 Professional Services Agreement S:\projects\17167-Water Tower Station Road\Proposal\17167 Contract.doc