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HomeMy WebLinkAboutJTL Professional Service Agreement (Pedestrian Flashing Beacon at Allison/Wooded Way) III 1111 Jacobi,Toombs and Lanz, LLC Consulting Engineers 1829 E Spring Street,Suite 201 New Albany,Indiana 47150 (812)945-9585 Fax(844)269-7973 PROFESSIONAL SERVICES AGREEMENT This is an agreement made as of thig,0 day of S)' , 2025, between the City of Jeffersonville, Indiana, acting thru its duly appointed Board of Public Works and Safety (OWNER)and Jacobi,Toombs and Lanz,LLC (JTL),a registered corporation. The Owner hereby retains JTL to perform services in connection with a Project as described in Attachment A.JTL agrees to perform the services in consideration of the compensation described in Attachment A and in accordance with the terms described in Attachment B. This Agreement consists of this document together with Attachment A- Project Requirements, and Attachment B-Terms and Conditions. This agreement supersedes all prior written and oral understandings. This agreement may only be amended,supplemented,modified,or cancelled by a duly executed written instrument. In executing this Agreement, the undersigned also acknowledges 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. City of Jefferson ' -, diana Jacobi,Toombs and Lanz,LLC Board of Publi W ks , d Safety 500 Qua ,e • aster Court 1829 E Spring Street,Suite 201 Jeffers.] e,I 47130 New Albany,Indiana 47150 f (812) 945-9585 Michael ttams By - A hIlA J A it ael Harris(Sep 18,202514:20:28 EDT) e Moore,Mayor Michael C.Harris,PE Sr.Vice President,Land y-� - Aa att. Su cert Witness Y'/ / Witness Aaron Sutherland(Sep 18,202514:21:38 EDT) Aaron Sutherland,PE Transportation Team Leader Jacobi,Toombs and Lanz,LLC Page 1 of 3 Professional Services Agreement Professional Services Agreement Attachment A Project Requirements Consultant: Jacobi,Toombs&Lanz,LLC Project Description: Jeffersonville—Pedestrian Flashing Beacons,Installed HAWK Signal at the Intersection of Allison Lane and Wooded Way This project includes the installation of a HAWK (high-intensity activated crosswalk beacon) signal at the intersection of Allison Lane and Wooded Way to provide increased pedestrian safety. There is a high volume of pedestrian traffic in the area due to the nearby school,and this location serves as the primary crossing for pedestrians across Allison Lane. Scope of Services Included: Jacobi,Toombs and Lanz,LLC(CONSULTANT)shall provide the following Professional services for the project: 1. Topographic Survey of the intersection,as well as resolution of existing right-of-way to determine building envelope for proposed new signal equipment. 2. Geotechnical Investigation: Coordinate completion of geotechnical investigation with licensed professional geotechnical engineering subconsultant. Two(2)test borings will be drilled to a depth of 25'for the traffic signal pole foundations. The geotechnical engineering subconsultant will provide traffic control for these operations. The findings will be summarized in a report with recommendations and boring logs. 3. Traffic Signal Design: Completion of a traffic signal design by a licensed professional traffic design engineer. 4. Coordination of any utility relocation that may be required for the design of this project. Consultant shall follow the Indiana Administrative Code and INDOT Utility Coordination Procedures to provide initial notifications to the utilities within the project corridor,request verification of facilities from the utilities, request a conflict review from the utilities,and request relocation work plans from the utilities. 5. Plan Submittal Preparation: Preparation of INDOT plan submittals including the final plans and documents. Review of the INDOT Contract Information Book.Bid Specifications and Contract Documents. Scope of Services Not Included: 1. It is assumed that all work shall be completed within the existing right-of-way.No proposed right-of-way engineering or services is included in this scope of work. 2. Utility coordination during construction is not included within this scope of work. 3. Environmental investigation and documentation are not included in this scope of work. Project Schedule: All survey and design work shall be completed within 90 calendar days,unless modified in writing by the OWNER and the CONSULTANT. Jacobi,Toombs and Lanz,LLC Page 2 of 3 Professional Services Agreement Method of Compensation: For all of the work described in the Scope of Services Included section,the Consultant shall be compensated on a lump sum basis in the amounts identified below.Invoices for work completed may be submitted on a monthly basis. Topographic Survey and ROW Resolution $10,000 Geotechnical Engineering Investigation $7,500 Traffic Signal Design $26,000 Utility Coordination $5,000 Bid Specifications/Contract Documents $8,000 Total Fee for All Services $56,500 Construction Administration and Observation is not included in this scope of work. For Construction Administration and Observation, a Not-To-Exceed budget shall be added by separate contract or Supplemental Agreement once a construction timeline has been determined and bids have been received. The CONSULTANT may submit monthly invoices for payment for work completed to date. Exceeding Estimated Fees: The estimated total fees shown herein are based on the description of work described in this agreement. The CONSULTANT reserves the right to request an adjustment to the estimated total fees, if necessary,as a result of scope changes or schedule adjustments that are outside the CONSULTANT'S control. Non-Discrimination: The Consultant will not discriminate on the grounds of race,color,or national origin. Drug-Free Workplace: The Consultant further certifies that they maintain a drug-free workplace as required by Federal and State Regulations. Jacobi,Toombs and Lanz,LLC Page 3 of 3 Professional Services Agreement Professional Services Agreement Attachment B Terms and Conditions Services Jacobi, Toombs and Lanz, LLC (JTL) • Salary cost is defined as the individuals base will perform services for the Client with these salary plus customary and statutory benefits. Terms and Conditions. JTL has developed the Statutory benefits shall be as prescribed by law Project scope of service, schedule, and and customary benefits shall be as established compensation based on available information by JTL employment policy. and various assumptions. The Client • Cost plus is defined as the individuals base acknowledges that adjustments to the schedule salary plus actual overhead plus professional and compensation may be necessary based on fees. Overhead shall include customary and the actual circumstances encountered by JTL in statutory benefits, administrative expenses, performing their services. and non-project operating costs. Authorized Representatives The officer • Lump sum is defined as a fixed price amount assigned to the Project by JTL is the only for the scope of services described. authorized representative to make decisions or • Standard Rates is defined as individual time commitments on behalf of JTL. The Client shall multiplied by standard billing rates for that designate a representative with similar authority. individual. Project Requirements The Client shall confirm • Subcontracted services are defined as Project- the objectives, requirements, constraints, and related services provided by other parties to criteria for the Project at its inception. If the Client JTL. has established design standards, they shall be furnished to JTL at Project inception. JTL will • Reimbursable expenses are defined as actual review the Client design standards and may expenses incurred in connection with the recommend alternate standards considering the Project. standard of care provision. Payment Terms JTL shall submit monthly Site Access The Client shall obtain all necessary invoices for services performed and Client shall approvals for JTL to access the Project site(s). pay the full invoice amount within 45 days of the Period of Service JTL shall perform the services invoice date. Invoices will be considered correct for the Project in a timely manner within the if not questioned in writing within 10 days of the standard of care. JTL will strive to perform its invoice date. JTL may be entitled to a 2% per services according to the Project schedule set month administrative charge in the event of forth in Attachment A. The services of each task payment delay. Client payment to JTL is not shall be considered complete when deliverables contingent on arrangement of project financing. for the task have been presented to and accepted Invoice payment delayed beyond 60 days shall by the Client. give JTL the right to stop work until payments are Compensation In consideration of the services current. Non-payment beyond 90 days shall be performed by JTL, the Client shall pay JTL in the just cause for termination by JTL. manner set forth in Attachment A. The parties Additional Services The Client and JTL acknowledge that terms of compensation are acknowledge that additional services may be based on an orderly and continuous progress of necessary for the Project to address issues that the Project. If delays on the project take place, may not be known at Project initiation or that may JTL shall notify the Client's designated agent of be required to address circumstances that were the nature and cause of the delay and any not foreseen. Other than an emergency, JTL shall additional costs this may create both in the notify the Client through its designated agent, Project cost itself and the compensation due to prior to incurring additional expenses or JTL. The client shall then review the nature and performing additional work, of the need for cause of the delay and additional costs, and the additional services or work that JTL reasonably parties shall separately agree to any extensions believes may be necessary. The Client shall then of time or additional compensation to JTL. review the nature of the additional services, and Payment Definitions The following definitions the payment for such additional services. The shall apply to methods of payment: parties shall separately agree on the need for additional services and payment for such additional services. Professional Services Agreement Terms and Conditions 4 Rev 07/30/24 Page B-1 • Professional Services Agreement Attachment B Terms and Conditions Independent Consultant JTL shall serve as an & property damage) independent consultant for services provided $2,000,000 aggregate under this agreement. JTL shall retain control Automobile Liability $1,000,000 combined single over the means and methods used in performing limit for bodily injury and their services and may retain subconsultants to property damage perform certain services as determined by JTL. Professional Liability $1,000,000 each claim and Standard of Care Services provided by JTL will in the aggregate be performed with the care and skill ordinarily exercised by members of the same profession The Client shall make arrangements for Builder's practicing under similar circumstances. JTL will Risk, Protective Liability, Pollution Prevention, not be liable for the cost of any omission that adds and other specific insurance coverage warranted value to the Project. for the Project in amounts appropriate to the Compliance with Laws JTL shall perform its Project value and risks. JTL shall be a named services within the standard of care and endeavor insured on those policies where JTL may be at to incorporate laws, regulations, and codes risk. The Client shall obtain the counsel of others applicable at the time the work is performed. In in setting insurance limits for construction the event that standards of practice or legal contracts. requirements change during the Project, JTL Mutual Waiver of Subrogation To the extent shall promptly notify the Client through its damages are covered by property insurance, JTL designated agent of such changes and any and the client waive all rights against each other additional costs that this may create both in the and against the contractors, consultants, agents, Project cost itself and the compensation due to and employees of the other for damages, except JTL. The Client shall then review the nature and such rights as they may have to the proceeds of cause of the changes and additional costs, and such insurance as set forth specifically in the the parties shall separately agree to any changes Contract Documents. JTL or the Client, as in the Project or additional compensation to JTL. appropriate, shall require of the contractors, Permits and Approvals JTL will assist the Client consultants, agents, and employees of any of in preparing applications and supporting them, similar waivers in favor of the other parties documents for the Client to secure permits and enumerated herein. approvals from agencies having jurisdiction over Indemnification JTL shall indemnify the Client the Project. The Client agrees to pay all from any reasonable damages caused by the application and review fees. negligent act, error, or omission of JTL in the Ownership of Documents Documents prepared performance of services under the Project. If such by JTL for the Project are instruments of service damage results in part by the negligence of and shall remain the property of JTL. Record another party, JTL shall be liable only to the documents of service shall be based on the extent of their proportional negligence. printed copy. JTL will furnish documents Third Party Claims The Client will compensate electronically, however, the Client releases JTL JTL for services performed in defense of any third from any liability that may result from documents party claim unless the claim resulted from the used in this form. JTL shall not be held liable for negligent act, error or omission of JTL. reuse of documents for any purpose other than Legal Expense In the event legal action those intended under the Project. becomes necessary to enforce the provisions of Insurance JTL will maintain the following this agreement, neither party shall be entitled to insurance and coverage limits during the period recover the costs of legal action against the of service. The Client will be named as an opposing party, including, but not limited to, court additional insured on the Commercial General costs, attorney fees, and related legal expenses. Liability and Automobile Liability policies. Worker's $500,000 per Accident and Compensation $500,000 Policy Limit Commercial General $1,000,000 per occurrence Liability (bodily injury including death Professional Services Agreement Terms and Conditions Rev 07/30/24 Page B-2 Professional Services Agreement Attachment B Terms and Conditions Lien Rights JTL may file a lien against the liable for additional costs that the Client may incur Client's property in the event that the Client does beyond the contingency fund they select unless not make payment within the time prescribed in such additional cost results from a negligent act, this agreement. The Client agrees that services error, or omission related to services performed by JTL are considered property improvements by JTL. and the Client waives the right to any legal Contractor Selection JTL may make defense to the contrary. recommendations concerning award of Consequential Damages Neither the Client nor construction contracts and products. The Client JTL shall be liable to the other for any acknowledges that the final selection of consequential damages regardless of the nature construction contractors and products is their sole or fault. responsibility. Environmental Matters The Client warrants they Shop Drawing Review If included in the scope have disclosed all potentially hazardous of service, JTL shall review shop drawing materials that may be encountered on the submittals from the contractor solely for their Project. In the event unknown hazardous conformance with the design intent of and materials are encountered, JTL shall be entitled performance criteria specified for the Project. to additional compensation for appropriate JTL shall not be liable for the performance of or actions to protect the health and safety of its consequential damages of any equipment personnel, and for additional services required to furnished by the contractor under the Project. comply with applicable laws. JTL and the Client Construction Review If included in the scope of acknowledge that unforeseen environmental service, JTL shall observe the progress and matters may arise during the course of the content of the work to determine if the work is Project. The Client shall notify JTL of any proceeding in general accordance with the potential environmental matters of which the Contract Documents. This construction review is Client may be aware, and JTL shall immediately intended to observe, document, and report notify the Client through its designated agent of information concerning the construction process. any environmental matters of which JTL becomes Observation of work at the Project site shall not aware. The parties shall mutually agree to a make JTL responsible for the work performed by course of action, which shall include termination another party, the means, methods, techniques, of the Project. In the case of an emergency, JTL sequences, or procedures selected by another will take appropriate action and immediately party, nor the safety precautions or programs of contact the Client's designated agent. In the another party. event of an emergency, JTL will be compensated Rejection of Work JTL may recommend that the for actual costs and for its services based on the Client reject work by construction contractors that billing rates established in the agreement. does not conform to the requirements of the Cost Opinions The Client and JTL acknowledge Project. that actual costs may vary from the cost opinions Safety JTL shall be responsible solely for the prepared and that JTL offers no guarantee safety precautions or programs of its employees related to the Project cost and no other party. JTL shall not be responsible Independent Counsel The Client agrees to for any aspect of Contractor site safety. obtain independent legal and financial counsel for Information from Other Parties The Client and the Project considering JTL does not furnish JTL acknowledge that JTL will rely on information these services. furnished by other parties in performing its Contingency Fund The Client acknowledges the services under the Project. JTL shall not be liable potential for changes in the work during for any damages that may be incurred by the construction and the Client agrees to include a Client in the use of third-party information. contingency fund in the Project budget appropriate to the potential risks and uncertainties associated with the Project. JTL may offer advice concerning the value of the 4 contingency fund; however, JTL shall not be Professional Services Agreement Terms and Conditions Rev 07/30/24 Page B-3 4 Professional Services Agreement Attachment B Terms and Conditions Construction Record Drawings If included in contained herein shall be interpreted in such a the scope of service, JTL will deliver drawings to manner as to render it unenforceable under the the Client incorporating information furnished by laws of the state in which the Project resides. construction contractors. In that construction Assignment Neither party shall assign its rights, record drawings are based on information interests or obligations under the Project without provided by others, JTL cannot and does not the express written consent of the other party. warrant their accuracy. Waiver of Rights The failure of either party to Force Majeure Neither party will hold the other enforce any provision of these terms and responsible for damages or delay caused by acts conditions shall not constitute a waiver of such of God, acts of war, strikes, accidents, or other provision nor diminish the right of either party to events beyond the other's control. the remedies of such provision. Dispute Resolution The Client and JTL agree Warranty JTL provides no other expressed or that they shall first undertake voluntary implied warranty. negotiation when an issue or a claim occurs. If no Severability Any provision of these terms later resolution is reached, both parties agree to held to violate any law shall be deemed void and diligently pursue resolution of all disagreements all remaining provisions shall continue in force. In within 45 days of either party's written notice such event, the Client and JTL will work in good using a mutually acceptable form of mediated faith to replace an invalid provision with one that dispute resolution, excluding AAA, prior to is valid with as close to the original meaning as exercising their rights under law. JTL shall possible. continue to perform services for the Project and Survival All provisions of these terms that the Client shall pay for such services during the allocate responsibility or liability between the dispute resolution process unless the Client Client and JTL shall survive the completion or issues a written notice to suspend work. termination of services for the Project. Suspension of Work The Client may suspend No Personal Liability The client further agrees services performed by JTL with cause upon that, to the fullest extent permitted by law, no fourteen(14)days written notice. JTL shall submit owner, shareholder, officer, director, partner, an invoice for services performed up to the principal or employee of JTL shall have personal effective date of the work suspension and the liability under this indemnification provision, Client shall pay JTL all outstanding invoices under any provision of the Agreement, or for any within fourteen (14) days. If the work suspension matter in connection with the Professional exceeds thirty (30) days from the effective work Services provided by JTL in connection with the suspension date, JTL shall be entitled to project. renegotiate the Project schedule and the compensation terms for the Project. Termination The Client or JTL may terminate services on the Project upon seven (7) days written notice in the event of substantial failure by the other party to fulfill its obligations of the terms hereunder. JTL shall submit an invoice for services performed up to the effective date of termination and the Client shall pay JTL all outstanding invoices within fourteen (14) days. The Client may withhold an amount for services that may be in dispute provided that the Client furnishes a written notice of the basis for their dispute and that the amount withheld represents a reasonable value. Governing Law The terms of agreement shall be governed by the laws of the state where the services are performed provided that nothing Professional Services Agreement Terms and Conditions Rev 07/30/24 Page B-4 Binderl Final Audit Report 2025-09-18 Created: 2025-09-18 By: Melissa Stanes(m.stanes@jtleng.com) Status: Signed Transaction ID: CBJCHBCAABAAt8H87P_97n4FfOV56LuIWYnIHBcT1gEX "Binderl " History Document created by Melissa Stanes (m.stanes@jtleng.com) 2025-09-18-2:21:44 PM GMT Document emailed to michael.harris@primeeng.com for signature 2025-09-18-2:22:08 PM GMT ' Email viewed by michael.harris@primeeng.com 2025-09-18-6:20:01 PM GMT be Signer michael.harris@primeeng.com entered name at signing as Michael Harris 2025-09-18-6:20:26 PM GMT be Document e-signed by Michael Harris (michael.harris@primeeng.com) Signature Date:2025-09-18-6:20:28 PM GMT-Time Source:server LI-. Document emailed to aaron.sutherland@primeeng.com for signature 2025-09-18-6:20:30 PM GMT «_ Email viewed by aaron.sutherland@primeeng.com 2025-09-18-6:21:14 PM GMT b© Signer aaron.sutherland@primeeng.com entered name at signing as Aaron Sutherland 2025-09-18-6:21:36 PM GMT b© Document e-signed by Aaron Sutherland (aaron.sutherland@primeeng.com) Signature Date:2025-09-18-6:21:38 PM GMT-Time Source:server Agreement completed. 2025-09-18-6:21:38 PM GMT Q Adobe Acrobat Sign