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HomeMy WebLinkAboutUPGRADE DOWNTOWN WWTP FOR WET WEATHER FLOW LOCHMUELLER GROUP 331 Quartermaster Court,Jeffersonville,Indiana 47130-3623 A GREEMENT THIS AGREEMENT (the "Agreement") is made and entered into this day of , 2019 (the "Effective Date"), by and between the City of Jeffersonville, acting by and through its proper officials, hereinafter referred to as OWNER, and Lochmueller Group, Inc., hereinafter referred to as CONSULTANT. WITNESSETH WHEREAS, the OWNER 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: Downtown Wastewater Treatment Plant (WWTP) Wet Weather Improvements (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") attached hereto and incorporated herein by reference. SECTION II INFORMATION AND SERVICES TO BE FURNISHED BY THE CLIENT The information and services to be furnished by the OWNER are as set forth in Appendix "B" attached hereto and incorporated herein by reference. SECTION III SCHEDULE CONSULTANT shall deliver the Services to the OWNER in accordance with the Schedule contained in Appendix "C" attached hereto and incorporated herein by reference. The OWNER 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. SECTION IV COMPENSATION CONSULTANT shall receive payment for the Services performed under this Agreement as set forth in Appendix "D" attached hereto and incorporated herein by reference. CITY OF JEFFERSONVILLE PAGE 1 OF 11 219-0502-OWW W:\ACCNTING\CONTRACT\JEFFERSONVILLE\2190502 DOWNTOWN WWTP\CITVAGR WITH CITY 031519.DOC SECTION V GENERAL PROVISIONS 1.0 WORK OFFICE CONSULTANT shall perform the Services at its offices or at such other locations as may be necessary or appropriate. 2.0 SUBCONTRACTORS If OWNER requests that CONSULTANT subcontract certain geotechnical services on behalf of the OWNER, CONSULTANT agrees to do so only as an accommodation to the OWNER and in reliance upon the OWNER's assurance that the OWNER will make no claim to bring any action at law or in equity against CONSULTANT as a result of this subcontracted service. The OWNER understands that CONSULTANT is neither trained nor knowledgeable in the procedures or results of the subcontractor's services and the OWNER shall not rely upon CONSULTANT to check the quality or accuracy of their services. In addition, the OWNER agrees to the fullest extent permitted by law to indemnify and hold CONSULTANT harmless from any damage, liability or cost (including attorneys' fees and costs of defense) arising from the services performed by this subcontractor except only those damages, liabilities or costs caused by the sole negligence or willful misconduct of CONSULTANT. 3.0 STANDARDS OF PERFORMANCE 3.1 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 CONSULTANT's Services. 3.2 CONSULTANT shall be responsible for the technical accuracy of its Services and documents resulting therefrom, and OWNER shall not be responsible for discovering deficiencies therein. CONSULTANT shall correct any deficiencies OWNER discovers without additional compensation except to the extent such action is directly attributable to deficiencies in OWNER-furnished information. 3.3 CONSULTANT shall perform or furnish professional services in all phases of the Project to which this Agreement applies. CONSULTANT shall serve as OWNER'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. 3.4 CONSULTANT and OWNER shall comply with applicable laws or regulations and Client-mandated standards. This Agreement is based on these requirements as of its Effective Date. Changes to these requirements after the Effective Date of CITY OF JEFFERSONVILLE PAGE 2 OF 11 219-0502-OWW W:WCCNTING\CONTRACT\JEFFERSONVILLE\2190502 DOWNTOWN WWTR\CITY\AGR WITH CITY 031519.DOC this Agreement may be the basis for modifications to OWNER's responsibilities or to CONSULTANT's scope of services, time of performance, or compensation. 3.5 OWNER 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 OWNER to CONSULTANT pursuant to this Agreement. CONSULTANT may use such requirements, reports, data, and information in performing or furnishing services under this Agreement. 3.6 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. OWNER 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. 3.7 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 OWNER without consultation and advice of CONSULTANT. 3.8 All estimates of construction cost to be provided by CONSULTANT shall represent the best judgement of CONSULTANT based upon the information currently available and upon CONSULTANT's background and experience with respect to projects of this nature. It is recognized, however, that neither CONSULTANT nor the OWNER has control over the cost of labor, materials or equipment, over contractor's method of determining cost of services, or over competitive bidding, market or negotiating conditions. Accordingly, CONSULTANT cannot and does not warrant or represent that the proposals or construction bids received will not vary from the cost estimates provided pursuant to this Agreement. 4.0 AUTHORIZED PROJECT REPRESENTATIVES Contemporaneous with the execution of this agreement, CONSULTANT and OWNER shall designate specific individuals to act as CONSULTANT's and OWNER's representatives with respect to the Services to be performed or furnished by CONSULTANT and responsibilities of OWNER 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. CITY OF J EFFERSONVILLE PAGE 3 OF 11 219-0502-0W W W:\ACCNTING\CONTRACT\IEFFERSONVILLE\2190502 DOWNTOWN WWTP\CITY\AGR WITH CITY 031519.DOC 5.0 OWNERSHIP OF DOCUMENTS The OWNER acknowledges the CONSULTANT's documents, including tracings, drawings, reports, estimates, specifications, field notes, investigations, studies, etc., as the work papers of CONSULTANT's and the CONSULTANT's instruments of professional services. Nevertheless, the final documents prepared under this Agreement shall become the property of the OWNER upon completion of the services and payment in full of all monies due to CONSULTANT. During the performance of the Services herein provided for, CONSULTANT shall be responsible for any loss 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 OWNER. The OWNER agrees, to the fullest extent permitted by law, to defend, indemnify and hold harmless the 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 arising from or in any way connected with, the unauthorized reuse or modification of the documents by OWNER or any person or entity that acquires or obtains the documents from or through the OWNER 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. 6.0 ACCESS TO RECORDS CONSULTANT and its subconsultants 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 OWNER and copies thereof shall be furnished if requested. 7.0 COMPLIANCE WITH STATE AND OTHER LAWS CONSULTANT specifically agrees that in performance of the Services herein enumerated by it or by a subconsultant 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 OWNER in obtaining all permits that are applicable to the entry into and the performance of this Agreement. CITY OF JEFFERSONVILLE PAGE 4 OF 11 219-0502-0WW W:\ACCNTING\CONTRACT\JEFFERSONVILLE\2190502 DOWNTOWN WWTP\CITY\AGR WITH CITY 031519.DOC 8.0 ALLOCATION OF RISKS—INDEMNIFICATION 8.1 To the fullest extent permitted by law, CONSULTANT shall indemnify and hold harmless OWNER, OWNER'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 subconsultants in the performance and furnishing of CONSULTANT's services under this Agreement. 8.2 To the fullest extent permitted by law, OWNER shall indemnify and hold harmless CONSULTANT, CONSULTANT's officers, directors, partners, employees and CONSULTANT's subconsultants 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 OWNER or OWNER's officers, directors, partners, employees, and OWNER's consultants with respect to this Agreement or the Project. 8.3 To the fullest extent permitted by law, CONSULTANT's total liability to OWNER and anyone claiming by, through, or under OWNER for any cost, loss, or damages caused in part by the negligence of CONSULTANT and in part by the negligence of OWNER or any other negligent entity or individual, shall not exceed the percentage share that CONSULTANT's negligence bears to the total negligence of OWNER, CONSULTANT, and all other negligent entities and individuals. 8.4 In addition to the indemnity provided under Paragraph 8.2 above, and to the fullest extent permitted by law, OWNER 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 (i) 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 CITY OF JEFFERSONVILLE PAGE 5 OF 11 219-0502-0WW W:\ACCNTING\CONTRACT\JEFFERSONVILLE\2190502 DOWNTOWN WWTP\CIT/\AGR WITH CITY 031519.DOC therefrom, and (ii) nothing in this Paragraph 8.4 shall obligate OWNER to indemnify any individual or entity from and against the consequences of that individual's or entity's own negligence or willful misconduct. 8.5 CONSULTANT shall not be responsible for the means, methods and techniques of any construction contractor in the prosecution of its work on a project for which CONSULTANT provides services, nor for the construction contractor(s)' and their subcontractor's safety programs, training or compliance with safety requirements of any federal or state agency. 9.0 LIMITATION OF LIABILITY OWNER 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. This mutual waiver of consequential damages shall include, but is not limited to, loss of use, loss of profit, loss of business, loss of income, loss of reputation and any other consequential damages that either party may have incurred from any cause of action including negligence, strict liability, breach of contract and breach of strict or implied warranty. 10.0 STATUS OF CLAIMS CONSULTANT shall be responsible for keeping the OWNER 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 OWNER within thirty (30) days. 11.0 DISPUTE RESOLUTION-JURISDICTION AND VENUE If disputes arise between OWNER 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 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 Agreement 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 CITY OF JEFFERSONVILLE PAGE 6 OF 11 219-0502-0WW W:\ACCNTING\CONTRACT\JEFFERSONVILLE\2190502 DOWNTOWN W WTP\CITY\AGR WITH CITY 031519.DOC over any matter or dispute arising in connection with this Agreement in a state court sitting in the state and county in which the project resides. 12.0 WORKER'S COMPENSATION AND LIABILITY INSURANCE CONSULTANT shall procure and maintain, until final payment by OWNER 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 OWNER, showing that this section has been complied with. During the term of this Agreement, CONSULTANT shall furnish OWNER 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 OWNER. In the event that such written notice of change or cancellation is given, OWNER 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: 12.1 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. 12.2 Commercial General Liability Insurance (naming the OWNER 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 less than $2,000,000 aggregate. 12.3 Commercial Automobile Liability Insurance, including hired or non-owned vehicles with limits of liability of not less than $1,000,000 for each accident. 12.4 Professional Liability Insurance in the amount of at least $1,000,000 per claim and aggregate. 13.0 CHANGES IN THE SERVICES In the event the OWNER requires a change in the Services, after the Services have progressed as directed by the OWNER, adjustments in compensation to CONSULTANT, and in time for performance of the Services as modified, shall be determined by the OWNER in consultation with CONSULTANT and CONSULTANT shall not commence the change of scope of the Services until an amendment to this agreement is executed and CONSULTANT is authorized to proceed with the changes of scope in writing by the OWNER. 14.0 TERMINATION The OWNER or the CONSULTANT may terminate services on the Project upon thirty (30) CITY OF JEFFERSONVILLE PAGE 7 OF 11 219-0502-OW W W:\ACCNTING\CONTRACT\JEFFERSONVILLE\2190502 DOWNTOWN WWTP\CITY\AGR WITH CITY 031519.DOC 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 OWNER shall pay the CONSULTANT all outstanding invoices within fourteen (14) days. The OWNER may withhold an amount for services that may be in dispute provided that the OWNER furnishes a written notice of the basis for their dispute and that the amount withheld represents a reasonable value. 15.0 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. 16.0 SUCCESSORS AND ASSIGNEES The OWNER, 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 this Agreement, or any right, interests, claim, chose in action, defense or privilege under this Agreement without the written consent of the other party. Subcontracting to subconsultants, normally contemplated by the CONSULTANT as a generally accepted business practice, shall not be considered an assignment for purposes of this Agreement. 17.0 ENTIRE AGREEMENT—AMENDMENTS 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. 18.0 NON-WAIVER It is agreed and acknowledged that no action or failure to act by OWNER or CONSULTANT as to a breach, act or omission of the other shall constitute a waiver of any right or duty afforded either of them under this Agreement, as to any subsequent breach, act or omission of the other nor shall any such action or failure to act constitute an approval of or acquiescence in any breach thereof, except as may be specifically agreed in writing. No right conferred on either party under this Agreement shall be CITY OF JEFFERSONVILLE PAGE 8 OF 11 219-0502-0W W W:\ACCNTING\CONTRACI\JEFFERSONVILLE\2190502 DOWNTOWN WWTP\CITYIAGR WITH CITY 031519.DOC deemed waived and no breach of this Agreement excused unless such a waiver or excuse shall be in writing and signed by the party claimed to have waived such right. 19.0 DURATION OF AGREEMENT If the basic Services covered in this Agreement have not been completed in accordance with the Schedule set forth in Appendix "C" 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. 20.0 FORCE MAJEURE Neither party to this Agreement shall be liable to the other party for delays in performing the Scope of Services, or for the direct or indirect cost resulting from such delays, that may result from labor strikes, riots, war, acts of governmental authorities, extraordinary weather conditions or other natural catastrophe, or any other cause beyond the reasonable control or contemplation of either party. 21.0 HAZARDOUS ENVIRONMENTAL CONDITION 21.1 OWNER represents to CONSULTANT that to the best of its knowledge a Hazardous Environmental Condition does not exist. 21.2 OWNER 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. 21.3 If a Hazardous Environmental Condition is encountered or alleged, CONSULTANT shall have the obligation to notify OWNER and, to the extent of applicable laws and regulations, appropriate governmental officials. 21.4 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 OWNER: (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. 21.5 OWNER acknowledges that CONSULTANT is performing professional services for OWNER 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. CITY OF JEFFERSONVILLE PAGE 9 OF 11 219-0502-OWW W:\ACCNTING\CONTRACI\JEFFERSONVILLE\2190502 DOWNTOWN WWTP\CITY\AGR WITH CITY 031519.DOC 21.6 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) day notice. 22.0 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: Lochmueller Group, Inc. 331 Quartermaster Court Jeffersonville, Indiana 47130-3623 If to OWNER: City of Jeffersonville 500 Quartermaster Court, Suite 250 Jeffersonville, Indiana 47130 23.0 GOVERNING LAW Where permitted by law, this Agreement shall be interpreted and enforced according to the laws of the State of which the project resides, 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. 24.0 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. Also, pursuant to I.C. 22-5-1.7, CONSULTANT must execute an affidavit affirming that the CONSULTANT does not knowingly employ an unauthorized alien and confirming CONSULTANT's enrollment in the Program, unless the Program no longer exists, which Affidavit shall be filed with the OWNER prior to the execution of this Agreement. CITY OFJEFFERSONVILLE PAGE 100F 11 219-0502-0WW W:\ACCNTING\CONTRAC\1EFFERSONVILLE\2190502 DOWNTOWN W WTP\CITY\AGR WITH CITY 031519.DOC 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 Agreement, 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 OWNER 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 OWNER. 25.0 INDEPENDENT CONTRACTOR STATUS During the entire term of this Agreement, CONSULTANT shall be an independent contractor, and in no event shall any of its personnel, agents or sub-contractors be construed to be, or represent themselves to be, employees of the OWNER. 26.0 SEVERABILITY The invalidity, illegality or unenforceability of any section, subsection, clause or provision of this Agreement shall not affect the validity of the remaining sections, subsections, clauses or provisions of this Agreement. IN WITNESS WHEREOF, the parties have hereunto executed this Agreement effective the day and year first above written. LOCHMUELLER G:OUP, INC. CITY OF F 'ONVILLE I l��r .0 4A Matthew E. Wannemuehler Mike Mtlore Vice President/Chief Administrative Office Mayor CITY OF JEFFERSONVILLE PAGE 11 OF 11 219-0502-0W W W:\ACCNTING\CONTRACT\JEFFERSONVILLE\2190502 DOWNTOWN WW1P\CITY\AGR WITH CITY 031519.DOC APPENDIX "A" PROJECT DESCRIPTION The general scope of this project is to upgrade the Downtown WWTP for wet weather flow. The proposed upgrades include the design of a diversion structure at the headworks, a 25 MGD high rate clarifier, four (4) 12.5 MGD UV disinfection systems, an additional diversion structure, a chemical feed building, a phosphorus removal system, effluent requirements and associated conveyance piping and electrical, instrumentation and controls system. SCOPE OF SERVICES 1.0 Engineering Design and Permitting Services 1.1 Topographic Survey Data Collection — Perform a topographic survey of the project site and develop a surface model adequate to produce one-foot contour interval mapping. 1.2 Hydraulic Model & Analysis: Perform hydraulic modeling of the Downtown WWTP processes, the influent flow structures', and effluent flow structures' capacities as required for the design of the proposed facilities. 1.3 Geotechnical Investigation — Perform up to 14 test borings and subsurface soil analysis required for the design of the proposed structure foundations. The borings shall be at a minimum depth of 50 feet or auger refusal, whichever comes first. The borings shall be reviewed and an engineering report shall be prepared containing recommendations to guide design and construction of the proposed structures. 1.4 Civil Design and Plans— Perform the design and prepare the plans for the proposed wet weather improvements including the headworks diversion structure, the high rate clarifier, the additional diversion structure, the additional UV disinfection, the chemical feed building, and associated conveyance piping. 1.5 Permitting— Meet with the Indiana Department of Environmental Management (IDEM) and U.S. Army Corps of Engineers (USACE) to review permit requirements. Prepare and submit the following permits: 1.5.1 IDEM Construction Permit 1.5.2 Rule 5 Erosion Control 1.6 Electrical, Instrumentation & Controls Design and Plans — Perform the design and prepare the plans for the required electrical systems, instrumentation, and controls associated with the proposed improvements. 1.7 Structural & Architectural Design — Perform the structural design required for the proposed structures and perform the architectural design and prepare the plans for the proposed single story Chemical Feed and Electrical Building with CMU wall construction (split face finish), shallow foundations and depressed containment area. CITY OF JEFFERSONVILLE PAGE 1 OF 4 ATTACHMENT"A" W:\ACCNTING\CONTRACT\JEFFERSONVILLE\2190502 DOWNTOWN WWTP CITYNAGR WITH CITY 031519.DOC 219-0502-0 W W 1.8 Construction Documents — Prepare a complete set of design drawings for use in the construction, including a Cover Sheet, Site Plan, Plan Sheets, Profile Sheets, and Construction Detail Sheets. 1.9 Project Manual — Prepare a complete Project Manual including, but not limited to, Notice to Bidders, Bid Forms, Technical Specifications, Contract Documents, and other required elements. 1.10 Project Management— Present the project at up to two (2) public meetings, if required, provide answers the public's questions, and address any project related issues that may arise. Organize and attend regular design review meetings throughout the design phases. 1.11 Design Phases and Submittals—The Design Phases shall consist of a 30% Design Review Phase, 60% Design Review Phase, 90% Design Review Phase, and Final Design. Each Phase shall include the following: 1.11.1 30% Design Review Phase — Conduct a project kick-off meeting with OWNER representative to discuss project objectives and goals, scope of project, project schedule and milestones, and coordination. Prepare and submit preliminary layout drawings and opinion of probable construction cost and present to OWNER at review meeting. 1.11.2 60% Design Review Phase — Schedule an initial meeting/conference call with IDEM to discuss permitting requirements. Prepare a list of major equipment items with selected vendors' budgetary proposals. Prepare and submit a set of preliminary 60% design review set of drawings and present at a design review meeting. 60% plans shall include preliminary civil, structural, architectural, and electrical drawings for review meeting. 1.11.3 90% and Final Design Phase — Update list of major equipment items with selected vendors' budgetary proposals. Prepare 90% and Final drawing set, specifications, and permits. 90% plans shall include preliminary civil, structural, architectural, and electrical drawings. Two (2) sets of preliminary plans shall be submitted for the OWNER's review. Organize and attend a Design Review Meeting of the Final Design prior to advertisement for bid. Prepare Opinion of Probable Construction Cost for project budgetary purposes. 2.0 Bidding Services 2.1 Prepare the Advertisement for Bids 2.2 Distribute the bid documents to potential bidders 2.3 Prepare and distribute Bid Addenda, as required 2.4 Prepare and attend the mandatory Pre-Bid Meeting and provide technical clarification for the contractor during the bidding process. Provide the OWNER with three (3) full sets of the bid documents including plans and specifications. A CONSULTANT's representative shall attend the Bid Opening and prepare the Bid Tab. 2.5 Review all Bids and prepare a Letter of Recommendation for Award. CITY OF JEFFERSONVILLE PAGE 2 OF 4 ATTACHMENT"A" W:\ACCNTING\CONTRACT\JEFFERSONVILLE\2190502 DOWNTOWN W WiP\CITY\AGR WITH CITY 031519.DOC 219-0502-0W W 3.0 Construction Phase Office Services 3.1 Hold a Pre-Construction meeting 3.2 Hold Monthly Progress meetings 3.3 Review and approve all contractor's submittals including: contract documents, insurance requirements, materials specifications, equipment specifications, etc. 3.4 Document and tract any required change orders 3.5 Review, monitor and report on compliance with construction schedules. 3.6 Review and approve monthly pay request 3.7 Complete a final technical inspection and certify the project complete according to the contract documents. 3.8 Prepare As-Built Drawings from information provided by the Contractor and submit to OWNER in AutoCAD and .pdf electronic format as well as two (2)full-size hard copy sets. 3.9 Provide consulting and advice on construction matters including site visits when needed to observe the progress and quality of work. 4.0 Construction Observation The CONSULTANT shall furnish one (1) Resident Project Representative, over an 18 month time period, who will be directed by the CONSULTANT to provide reports on progress of the work and on the contractor's compliance or noncompliance with the Contract terms through on-site observation of the work. The actual estimated time the inspector shall be onsite due to long equipment lead times and diminishing work during the Final Completion period shall be 80 percent of the overall time period. The performance of these services shall not make the CONSULTANT responsible for the contractor's construction methods, means, techniques, sequences or procedures or the safety precautions or programs incident thereto for all portions of the construction work. The Resident Project Representative shall: 4.1 Attend the Pre-Construction Conference and monthly on-site construction progress meetings. 4.2 Coordinate the establishment of the necessary lines and grades which are to be furnished by the construction contractor. 4.3 Visually inspect and approve or reject materials, equipment, and supplies to be delivered to the site of the work. The CONSULTANT shall not be responsible for latent defects, however. 4.4 Observe the contractor's work with respect to quality, suitability, and conformance with the Contract requirements and provide prompt notice to OWNER of any observed defects or failure on the part of contractor to conform to the Contract requirements. 4.5 Keep records of construction and installation progress as follows: 4.5.1 Maintain at the site orderly files for correspondence, reports of job conferences, reproductions of original Contract Documents including all Change Orders, Field Orders, Work Change Directives, Addenda, additional Drawings issued subsequent to the execution of the Contract, CONSULTANT's clarifications and interpretations of the Contract Documents, progress reports, Shop Drawing and Sample submittals received from and delivered to Contractor, and other Project- related documents. CITY OF JEFFERSONVILLE PAGE 3 OF 4 ATTACHMENT"A" W:\ACCNTING\CONTRACT\1EFFERSONVILLE\2190502 DOWNTOWN WWTR\CITY\AGR WITH CITY 031519.DOC 219-0502-0WW 4.5.2 Prepare a daily report or keep a diary or log book, recording Contractor's hours on the Site, weather conditions, data relative to questions of Change Orders, Field Orders, Work Change Directives, or changed conditions, site visitors, daily activities, decisions, observations in general, and specific observations in more detail as in the case of observing test procedures; and send copies to the CONSULTANT. 4.5.3 Record names, addresses, fax numbers, e-mail addresses, web site locations, and telephone numbers of all Contractors, subcontractors, and major suppliers of materials and equipment. 4.5.4 Maintain records for use in preparing Project documentation. 4.5.5 Make measurements and prepare monthly and final payment computations for work done by the construction contractor. 4.5.6 Review maintenance and operation instructions and parts lists which the construction contractor submits in compliance with the Contract Documents. 4.5.7 Receive, process, and handle shop drawings filed at the Project site. 4.5.8 Assist the OWNER in preparing for inspection and progress reviews by regulatory agencies. 4.5.9 Review reports of testing laboratories. 4.5.10 Make a final technical inspection of the PROJECT in company with the OWNER'S representative. 5.0 Services Not Provided Under this Agreement The services not being provided by CONSULTANT under this Agreement include, but are not limited to, the following: 5.1 Title Research of the Project site to identify existing title encumbrances. 5.2 Temporary or permanent easement documentation preparation or procurement. 5.3 Any wastewater flow or pollutant sampling and testing that will be required for design or permitting 5.4 Any and all fees required to be paid to the regulatory agencies associated with permit submittals. 5.5 Construction Observation exceeding 40 hours per week or during CONSULTANT's paid holidays. 5.6 Publishing Bid Advertisement in newspaper [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] • CITY OF JEFFERSONVILLE PAGE 4 OF 4 ATTACHMENT"A" W:\ACCNTING\CONTRACT\JEFFERSONVILLE\2190502 DOWNTOWN WW1P\CITY\AGR WITH CITY 031519.DOC 219-0502-0WW APPENDIX "B" INFORMATION AND SERVICES TO BE PROVIDED BY OWNER 1.0 Information/Reports 2.0 OWNER Representation 3.0 Timely decisions to questions which may impact the project schedule. 4.0 Site Access 5.0 Payment of Permit Fees 6.0 Facilities to hold public hearings and pre-construction meeting. 7.0 Information regarding any title encumbrances which may affect the project site. 8.0 Past studies and reports applicable to the project 9.0 Monitoring/testing data and monitoring reports of operation 10.0 Publish the Advertisement for Bids in newspaper [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] CITY OF JEFFERSONVILLE PAGE 1 OF 1 ATTACHMENT"B" W:\ACCNTING\CONTRACT\JEFFERSONVILLE\2190502 DOWNTOWN W WTP\CITY\AGR WITH CITY 031519.DOC 219-0502-0 W W APPENDIX "C" SCHEDULE CONSULTANT shall promptly commence Services upon receipt of a written notice to proceed and shall complete the Services within the schedule set forth below, exclusive of OWNER and Agency review time. 30% Design Phase Within 8 weeks of Notice-to-Proceed 60% Design Phase Within 8 weeks of approval of 30% Design Plans 90% Design Phase Within 8 weeks of approval of 60% Design Plans Final Design Phase Within 2 weeks of 90% Design Plans Receive Bids Within 6 weeks of Notice-to-Proceed to Advertise and Bid Award to Contractor Within 2 weeks of Notice-to-Proceed to Award [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] CITY OF JEFFERSONVILLE PAGE 1 OF 1 ATTACHMENT"c" W:DCCNTING\CONTRACT\JEFFERSONVILLE\2190502 DOWNTOWN W WTP\CITY\AGR WITH CITY 031519.DOC 219-0502-0 W W APPENDIX "D" COMPENSATION 1.0 AMOUNT OF PAYMENT 1.1 The CONSULTANT shall receive as payment for providing the services set forth in Appendix "A" of this Agreement a total fee not-to-exceed One Million Five Hundred Fifty One Thousand Four Hundred Thirty Two Dollars ($1,551.432.00). 1.2 The CONSULTANT shall be paid for the services provided under Items 1.0, 2.0 and 3.0 of Appendix "A" of this Agreement in accordance with the following lump sum fee schedule: 1.2.1 Design Phase and Bidding Phase Services $1,117,056.00 1.2.2 Construction Phase Office Services $186,176.00 1.3 The CONSULTANT shall be paid for providing the services set forth in Item 4.0 of Appendix "A" of this Agreement based on the actual hours of work performed at a rate of $100.00 per hour based on a 40-hour per week work schedule. The total compensation to be paid to CONSULTANT shall not exceed $248,200.00, unless a modification of the Agreement is approved in writing by both parties. 2.0 METHOD OF PAYMENT 2.1 The CONSULTANT shall submit invoices to the OWNER on a monthly basis for services rendered. In no event shall the total of the CONSULTANT's invoices exceed the amount provided in this Appendix "D" without prior approval as provided elsewhere in this Agreement. 2.2 The OWNER shall pay the CONSULTANT for said invoices within thirty (30) calendar days for CONSULTANT's services. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] CIN OF JEFFERSONVILLE PAGE 1 OF 1 ATTACHMENT"D" W:\ACCNTING\CONTRACT\JEFFERSONVILLE\2190502 DOWNTOWN W WTP\CITY\AGR WITH CITY 031519.DOC 219-0502-OW W