HomeMy WebLinkAboutProfessional Services Agreememt for HAWK Pedestrian Signal (Allison/Wooded Way) I.
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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 thicy day of deed , 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. I e,I 47130 New Albany,Indiana 47150
f
(812) 945-9585
Michaet fta s.
By A 64 AliilillillJ A p1 4 ael Harris(Sep 18,202514:20:28 EDT)
e Moore,Mayor Michael C.Harris,PE
Sr.Vice President,Land
Aaron/ Sui-iterteta
Witness 7 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
commitments on behalf of JTL. The Client shall • Standard Rates is defined as individual time
designate a representative with similar authority. multiplied by standard billing rates for that
individual.
Project Requirements The Client shall confirm
the objectives, requirements, constraints, and • Subcontracted services are defined as Project
criteria for the Project at its inception. If the Client related services provided by other parties to
has established design standards, they shall be JTL.
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/o 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
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.
Standard of Care Services provided by JTL will Professional Liability $1,000,000 each claim and
be performed with the care and skill ordinarily in the aggregate
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
contingency fund; however, JTL shall not be
X Professional Services Agreement Terms and Conditions
Rev 07/30/24
Page B-3
I
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
I 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
C? 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
At Signer michael.harris@primeeng.com entered name at signing as Michael Harris
2025-09-18-6:20:26 PM GMT
Al Document e-signed by Michael Harris (michael.harris@primeeng.com)
Signature Date:2025-09-18-6:20:28 PM GMT-Time Source:server
L?. Document emailed to aaron.sutherland@primeeng.com for signature
2025-09-18-6:20:30 PM GMT
t Email viewed by aaron.sutherland@primeeng.com
2025-09-18-6:21:14 PM GMT
C'e Signer aaron.sutherland@primeeng.com entered name at signing as Aaron Sutherland
2025-09-18-6:21:36 PM GMT
Crp Document e-signed by Aaron Sutherland (aaron.sutherland@primeeng.com)
Signature Date:2025-09-18-6:21:38 PM GMT-Time Source:server
O Agreement completed.
2025-09-18-6:21:38 PM GMT
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