HomeMy WebLinkAboutStormwater Geographic Informati STANDARD AGREEMENT
BETWEEN
OWNER AND ENGINEER
FOR PROFESSIONAL SERVICES
This AGREEMENT made and entered into this 29th day of March, 2005.
by and between the OWNER,
__City of Jeffersonville Drainage Board
_City-County Building, 4th Floor
Jeffersonville, Indiana 47130
and the ENGINEER,
Fuller, Mossbarger, Scott and May Engineers, inc.
1901 Nelson Miller Parkway
Louisville, Kentucky 40223-2177
PROJECT DESCRIPTION AND PURPOSE
The OWNER retains the ENGINEER to perform professional services in connection with Stormwater Georgraphic
Information Systems Support (PROJECT).
Contemporaneous with the execution of this AGREEMENT, the ENGINEER and the OWNER each designates the
following individuals as their representatives with respect to the services to be performed or furnished by the ENGINEER
and responsibilities of the OWNER under this AGREEMENT. Such individuals shall have authority to transmit
instructions, receive information, and render decisions relative to the PROJECT on behalf of their respective party.
Designated Representatives are:
For the OWNER
For the ENGINEER
Name: Robert L. Miller
Title: City Engineer
Phone Number _(812) 285-6476
Facsimile Number: __(812) 285-6468
E-Mail Address: bmiller @ cityofjeff.net
Name:
Charles D. McCormick, PE
Title: Project Manager
Phone Number: (502) 212-5000
Facsimile Nbmber: (502) 212-5055
E-Mail Address:
cmccormick@fmsm.com
The OWNER and the ENGINEER, for the consideration of the terms, conditions and covenants herein set forth and other
valuable considerations further agree:
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SECTION 1 - ENGINEER'S SERVICES AND OWNER'S RESPONSIBILITIES
1.1. S_cope of Services. The ENGINEER shall provide the services set forth in Appendix A.1.- "Scope of Services, Responsibilities,
Time, Budget and Related Matters" (SERVICES).
1.2. Commencement of Services. Upon this AGREEMENT becoming effective, the ENGINEER is authorized to begin the
SERVICES identified in Appendix A.1.
1.3. Changes in the Scope of Services. The OWNER may, by written order, make changes within the general scope of the
AGREEMENT or SERVICES to be performed that are mutually acceptable to both parties. Equitable adjustments in the ENGINEER'S
costs and or schedule shall be made accordingly, and this AGREEMENT shall be amended. The costs of such changes shall be
negotiated in a manner consistent with the ENGINEER'S original agreement with the OWNER.
1.4. The OWNER shall have the responsibilities set forth herein and in Appendix A.1.
SECTION 2 - TIMES FOR RENDERING SERVICES
2.1. Time Period. The ENGINEER'S SERVICES will be performed within the time period or by the date stated in Appendix A.1.
2.2. Delay or Suspension of Services_. If the ENGINEER'S SERVICES are delayed or suspended in whole or in part by the OWNER,
then the-~NGINEER shall be entitled to equitable adjustment of the time for performance and rates and amounts of compensation provided
for elsewhere in this AGREEMENT to reflect reasonable costs incurred by the ENGINEER in connection with, among other things, such delay
or suspension and reactivation and the fact that the time for performance under this AGREEMENT has been revised.
SECTION 3 - COMPENSATION AND PAYMENT TO THE ENGINEER
3.1. Basis of Payment. The OWNER shall pay the ENGINEER for SERVICES rendered under this AGREEMENT a Lump Sum
amount~f $22,000.00. ApproPriate amounts are incorporated in the Lump Sum to accOunt fOr labor, Overhead, Profit, Reimbursable
Expenses, and the ENGINEER'S Consultants' charges, if any.
3.2. I_nvoicing. The portion of the Lump Sum amount billed for the ENGINEER'S SERVICES will be based upon the ENGINEER'S
estimate of the proportion of the total services actually completed during the billing period to the Lump Sum. Invoices will be prepared in
accordance with the ENGINEER'S standard invoicing practices and will be submitted to the OWNER by the ENGINEER monthly, unless
otherwise agreed.
3.3. Payments. Invoices are due and payable within thirty (30) calendar days of receipt. If the OWNER fails to make any payment
due the ENGINEER for SERVICES and expenses within thirty (30) calendar days after receipt of the ENGINEER'S invoice therefore, the
amounts due the ENGINEER will be increased at the rate of 1.0% per month (or the maximum rate of interest permitted by law, if less)
from said thirtieth day. In addition, the ENGINEER may, after giving seven (7) calendar days written notice to the OWNER, suspend
SERVICES under this AGREEMENT until the ENGINEER has been paid in full all amounts due for SERVICES, expenses, and other
related charges.
SECTION 4-OTHER PROVISIONS CONCERNING PAYMENT
4.1. Adjusting Costs as a Result of Increased Time to Complete Services. The ENGINEER'S compensation is conditioned on time to
complete-the SERVICES not exceeding the time identified in Appendix A.I. Shuuld the time to complete the SERVICES be extended beyond
this period due to reasons not the fault of and beyond the control of the ENGINEER, the total compensation to the ENGINEER shall be
appropriately adjusted.
4.2. Additional Compensation. The OWNER shall pay the ENGINEER for all SERVICES not included in the scope of this
AGREEMENT on the basis agreed to in writing by the par~ies at the time such SERVICES are authorized by the OWNER.
SECTION 5 - STANDARD TERMS AND CONDITIONS
5.1. Standard of Cam. The standard of care for alt professional and related SERVICES performed or furnished by the ENGINEER
under thi-s AGREEMENT will be the care and skill ordinarily used by members of the ENGINEER'S profession practicing under similar
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circumstances at the same time and in the same locality. The ENGINEER makes no warranties, expressed or implied, under this
AGREEMENT or otherwise, in connection with the ENGINEER'S SERVICES.
5.2. Third-Party Beneficiarie_s. All duties and responsibilities undertaken pursuant to this AGREEMENT will be for the sole and
exclusive benefit of the OWNER and the ENGINEER and not for the benefit of any other party. Nothing contained in this AGREEMENT
shall create a contractual relationship with or a cause of action in favor of a third party against either the OWNER or the ENGINEER.
The ENGINEER'S SERVICES under this AGREEMENT are being performed solely for the OWNER'S benefit, and no other entity shall
have any claim against the ENGINEER because of this AGREEMENT or the performance or nonperformance of SERVICES hereunder.
The OWNER agrees to include a provision in all contracts with contractors, subconsultants, and other entities involved in this project, to
carry out the intent of this paragraph.
5.3. Insurance. The ENGINEER will maintain insurance coverage for Workers' Compensation, General Liability, and Automobile
Liability and will provide certificates of insurance to the OWNER upon request.
5.4. Hazardous Environmental Conditions. It is acknowledged by both parties that the ENGINEER'S SERVICES do not include any
services-related to any "Hazardous Environmental Conditions," i.e. the presence at the site of asbestos, toxic mold, PCBs, petroleum,
hazardous waste, or radioactive materials in such quantities or circumstances that may present a substantial danger to persons or
property exposed thereto in connection with the PROJECT. In the event the ENGINEER or any other party encounters a Hazardous
Environmental Condition, the ENGINEER 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 the OWNER: (i) retains appropriate specialist
consultant(s) or contractor(s) to identify and, as appropriate, abate, remediate, or remove the Hazardous Environmental Condition(s);
and (ii) warrants that the site is in full compliance with applicable laws and regulations. The OWNER acknowledges that the ENGINEER
is performing professional services for the OWNER and that the ENGINEER 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 the
ENGINEER'S SERVICES under this AGREEMENT. If the ENGINEER'S SERVICES under this AGREEMENT cannot be performed
because of a Hazardous Environmental Condition, the existence of the condition shall justify the ENGINEER'S terminating this
AGREEMENT for cause under the provisions of Section 5.10. The OWNER will advise the ENGINEER, in writing and prior to the
commencement of SERVICES, of all known Hazardous Environmental Conditions present at the site.
5,5,
Indemnification and Allocation of Risk.
a. The ENGINEER shall indemnify and hold harmless the OWNER, the OWNER'S officers, directors, partners, and
employees from and against costs, losses, and damages (including reasonable attorney's fees) c_aused solely, by the
negligent acts or omissions of the ENGINEER or the ENGINEER'S officers, directors, partners, employees, and
consultants in the performance of the ENGINEER'S SERVICES under this AGREEMENT.
b. The OWNER shall indemnify and hold harmless the ENGINEER, the ENGINEER'S officers, directors, partners,
employees, and consultants from and against costs, losses, and damages (including reasonable attorney's fees) ~caused~
sol_gL¢~ by the negligent acts or omissions of the OWNER or the OWNER'S officers, directors, partners, employees, and
consultants with respect to this AGREEMENT.
c. Each Party's total liability to the other Party and anyone claiming by, through, or under said Party for any injuries, losses,
damages and expenses caused in part by the negligence of a Party and in part by the negligence of the other Party or
any other negligent entity or individual, shall not exceed the percentage share that said Party's negligence bears to the
total negligence of the OWNER, the ENGINEER, and all other negligent entities and individuals.
d. in addition to the indemnity provided under paragraph 5.5.b. of this AGREEMENT, the OWNER shall indemnify and hold
harmless the ENGINEER and the ENGINEER'S officers, directors, partners, employees, and consultants from and
against injuries, losses, damages and expenses (including but not limited to all fees and charges of engineers, architects,
attorneys, and other professionals, and all court or arbitration or other disputes resolution costs) caused by, arising out
of, or resulting from a Hazardous Environmental Condition, provided that (i) any such injuries, losses, damages and
expenses are attributable to bodily injury, sickness, disease, or death, or to injury to or destruction of proPerty, including
the loss of use resulting there from, and (ii) nothing in this paragraph, 5.5.d., shall obligate the OWNER to indemnify any
individual or entity to the extent of that individual's or entity's own negligence or willful misconduct.
e. It is intended by the parties to this AGREEMENT that the ENGINEER'S SERVICES in connection with the PROJECT
shall not subject the ENGINEER'S individual employees, officers, or directors to any personal legal exposure for the risks
associated with this PROJECT. Therefore, and notwithstanding anything to the contrary contained herein, the OWNER
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agrees that as the OWNER'S sole and exclusive remedy, any claim, demand or suit shall be directed and/or asserted
only against the ENGINEER, a Kentucky corporation, and not against any of the ENGINEER'S individual employees,
officers or directors.
f. The indemnification provision of paragraph 5.5.a. is subject to and limited by the provisions agreed to by the OWNER
and the ENGINEER in paragraph 5.6., "Limit of Liability," of this AGREEMENT.
g. ENGINEER shall not be liable for damages resulting from a mold infestation and, toward that end, OWNER shall waive
any claim against ENGINEER, and shall indemnify, defend, and hold ENGINEER harmless from any claim alleging that
ENGINEER'S SERVICES or ENGINEER'S not performing certain services caused or aggravated a mold infestation or
did not prevent a mold infestation from coming into being.
5.6. Limit of Liability. The total liability, in the aggregate, of the ENGINEER and the ENGINEER'S officers, directors, partners,
employees, agents, and consultants, or any of them to the OWNER and anyone claiming by, through, or under the OWNER, for any and
all injuries, losses, damages and expenses, whatsoever arising out of, resulting from, or in any way related to this AGREEMENT from
any cause or causes including but not limited to the negligence, professional errors or omissions, strict liability or breach of contract or
warranty, expressed or implied, of the ENGINEER or the ENGINEER'S officers, directors, partners, employees, agents, and consultants,
or any of them, shall not exceed the total amount of $25,000. Recoverable damages shall be limited to those that are direct damages
and shall not be those that are indirect, consequential, lost profits, punitive, etc. In no event will the ENGINEER be responsible for any
cost or expense that provides betterment or upgrades or enhances the value of the Project.
5.7. Construction/Field Observatio_n. The OWNER recognizes that unanticipated or changed conditions may be encountered during
construc-~ion and, principally for this reason, shall retain the ENGINEER to observe construction. The OWNER understands that
construction observation is conducted to reduce, not eliminate the risk of problems arising during construction, and that provision of the
service does not create a warranty or guarantee of any type. In all cases, contractors shall retain responsibility for the quality and
completeness of their work and for adhering to the plans, specifications, and recommendations on which their work is based. Should the
ENGINEER for any reason not provide construction observation during the implementation of the ENGINEER'S plans, specifications,
and recommendations, or should the OWNER unduly restrict the ENGINEER'S assignment of observation personnel, the OWNER shall,
to the fullest extent permitted by law, waive any claim against the ENGINEER and indemnify, defend and hold the ENGINEER harmless
from any claim or liability for injury or loss arising from field problems allegedly caused by findings, conclusions, recommendations, plans,
or specifications developed by the ENGINEER. The OWNER also shall compensate the ENGINEER for any time spent or expenses
incurred by the ENGINEER in defense of any such claim. Such compensation shall be based upon the ENGINEER'S prevailing fee
schedule and expense reimbursement policy. (The term "any claim" used in this provision means "any claim in contract, tort, or statute
alleging negligence, errors, omissions, strict liability, statutory liability, breach of contract, breach of warranty, negligent
misrepresentation, or other acts giving rise to liability.")
5.8. I~demnit¥ Claims by the OWNER
a. Notice of Clai_m. If any matter shall arise Which, in the reasonable opinion of the OWNER, constitutes or may give rise to
a Loss subject to indemnification by the ENGINEER as provided herein (an "Indemnity Claim"), the OWNER shall give
prompt written notice (a "Notice of Claim") of such Indemnity Claim to the ENGINEER, setting forth the relevant facts and
circumstances of such Indemnity Claim in reasonable detail and the amount of indemnity sought from the ENGINEER
with respect thereto, and shall give continuing notice promptly thereafter as to developments coming to the OWNER'S
attention materially affecting any matter relating to such Indemnity Claim.
b. Third Party Claim_ss. If any Indemnity Claim is based upon any claim, demand, suit or action of any third party against the
O--WNER (a "Third Party Claim"), then the OWNER, at the time it gives the ENGINEER the Notice of Claim with respect
to such Third Party Claim, shall either (at the OWNER'S option)'
(i) Offer to the ENGINEER the option to have the ENGINEER assume the defense of such Third Party Claim, which
option shall be exercised by the ENGINEER (if the ENGINEER elects to exercise) by written notice to the
OWNER within fifteen (15) days after the OWNER gives written notice to the ENGINEER thereof. If the OWNER
so offers such option and the ENGINEER so exercises such option, then the ENGINEER shall, at its own
expense, assume the defense of such Third Party Claim, shall upon the final determination thereof fully
discharge at its own expense all liability of the OWNER with respect to such Third Party Claim, and shall be
entitled, in its sole discretion and its sole expense, but without any liability of the OWNER therefore, to
compromise or settle such.Third Party Claim upon terms acceptable to the ENGINEER. From the time the
ENGINEER so assumes such defense and while such defense is pursued diligently and in good faith, the
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ENGINEER shall have no further liability for attorneys' fees or other costs of defense thereafter incurred by the
OWNER in connection with such Third Party Claim; or
Undertake to defend such Third Party Claim itself. If the OWNER so undertakes the defense of the Third Party
Claim, it shall conduct such defense as would a reasonable and prudent person to whom no indemnity were
available, shall permit the ENGINEER (at the ENGINEER'S sole expense) to participate in (but not control) such
defense, and shall not settle or compromise such Third Party Claim without the ENGINEER'S consent (but such
consent shall not of itself establish the ENGINEER'S indemnity liability therefore).
If the OWNER fails to offer to the ENGINEER the option to assume the defense as provided in clause (i) above,
the OWNER shall undertake such defense in accordance with this clause at the OWNER'S sole expense. If the
OWNER offers the option to the ENGINEER to assume the defense as provided for in clause (i) above, and the
ENGINEER does not exercise such option within the time and in the manner therein provided, then the OWNER
shall undertake such defense in accordance with this clause at the expense of the ENGINEER.
Ti_me Limit for Indemnity Claim_ss. Not withstanding the foregoing provisions of this Section 5.8, the ENGINEER
shall not have any liability for any Loss arising solely out of the matters referred to herein in Section 5.8 with
respect to which a Notice of Claim has not been given to the ENGINEER prior to the second anniversary date of
substantial completion of the SERVICES. All legal causes of action between the parties to this AGREEMENT
shall accrue and any applicable statutes of repose or limitation shall begin to run not later than the date of
substantial completion. If the act or failure to act complained of occurs after the date of substantial completion,
then the date of final completion shall be used, but in no event shall any statute of repose or limitation begin to
run any later than the date the ENGINEER'S SERVICES are completed or terminated.
5.9. D_Dispute Resolutio_n.
5.9.1. If a dispute arises between the parties relating to this AGREEMENT, the parties agree to use the following procedure prior to
either party pursuing other available remedies;
a. A meeting shall be held promptly between the parties, attended by individuals with decision-making authority regarding
the dispute, to attempt in good faith to negotiate a resolution to the dispute.
b. If, within twenty (20) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the
dispute, they will jointly appoint a mutually acceptable neutral person not affiliated with either of the parties (the "Neutral")
to act as mediator. If the parties are unable to agree on the Neutral within twenty (20) calendar days, they shall seek
assistance in such regard from the Central Kentucky Mediation Center, Lexington, Kentucky ("CKMC"). The parties shall
share the fees of the Neutral and all other common fees and expenses equally.
c. The mediation may proceed in accordance with CKMC's Model Procedure for Mediation of Business Disputes, or the
parties may mutually establish their own procedure.
d. The parties shall pursue mediation in goOd faith and in a timely manner. In the event the mediation does not result in
resolution of the dispute within thirty (30) calendar days, then, upon seven (7) calendar days' written notice to the other
party either party may suggest another form of alternative dispute resolution ("ADR"), e.g., arbitration, a mini-trial or a
summary jury trial, or may pursue other available remedies.
5.9.2. All ADR proceedings shall be strictly confidential and used solely for the purposes of settlement. Any materials prepared by one
party for the ADR proceedings shall not be used as evidence by the other party in any subsequent litigation; provided however, the
underlying facts supporting such materials may be subject to discovery.
5.9.3. Each party fully understands its specific obligations under the ADR provisions of this AGREEMENT. Neither party considers
such obligations to be vague or in any way unenforceable, and neither party will contend to the contrary at any future time or in any
future proceedings.
5.9.4. The OWNER and the ENGINEER further agree to include a similar mediation provision in all agreements with any and all
additional independent subconsultants and contractors retained for the PROJECT and to require all such parties to include a similar
mediation provision as the primary method for dispute resolution between those parties and their independent subconsultants and
contractors.
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5.9.5. The ENGINEER shall be entitled to interest at the rate of 12% per annum on any amount awarded to the ENGINEER in
arbitration or litigation, irrespective of whether the sum is liquidated, the parties agreeing that the award of interest in such event is fair
and reasonable.
5.10. Termination of Contract. Either party may terminate this AGREEMENT for convenience and without cause upon giving the other
party not less than seven (7) calendar days' written notice.
Either party may terminate this AGREEMENT for cause giving the other party not less than seven (7) calendar days' written notice for
any of the following reasons:
a. Substantial failure by the other party to perform in accordance with the terms of this AGREEMENT and through no fault
of the terminating party;
b. Assignment of this AGREEMENT or transfer of SERVICES by either party to any other entity without the prior written
consent of the other party;
c. Suspension of the PROJECT or the ENGINEER'S SERVICES by the OWNER for more than ninety (90) calendar days,
consecutive or in the aggregate;
d. Material changes in the conditions under which this AGREEMENT was entered into, the Scope of Services or the nature
of the PROJECT, and the failure of the parties to reach agreement on the compensation and schedule adjustments
necessitated by such changes.
In the event of termination of this AGREEMENT by either party, the OWNER shall within fifteen (15) calendar days of termination pay the
ENGINEER for all SERVICES 'rendered and all reimbursable costs incurred by the ENGINEER up to the date of termination, in
accordance with the payment provisions of this AGREEMENT.
In the event of any termination that is not the fault of the ENGINEER, the OWNER shall pay the ENGINEER, in addition to payment for
SERVICES rendered and reimbursable costs incurred, for all expenses reasonably incurred by the ENGINEER in connection with the
orderly termination of this AGREEMENT, including but not limited to demobilization, reassignment of personnel, associated overhead
costs and all other expenses directly resulting from the termination.
5.11. Access. The OWNER shall arrange for safe access to and make all provisions for the ENGINEER and the ENGINEER'S
Consult~tnts to enter upon public and private property as required for the ENGINEER to perform SERVICES under this AGREEMENT.
5.12. Patent.~s. The ENGINEER shall not conduct patent searches in connection with its SERVICES under this AGREEMENT and
assumes no responsibility for any patent or copyright infringement arising there from. Nothing in this AGREEMENT shall be construed
as a warranty or representation that anything made, used, or sold arising out of the SERVICES performed under this AGREEMENT will
be free from infringement of patents or copyrights.
5.13. Ownership and Reuse of Documents. All documents prepared or furnished by the ENGINEER pursuant to this AGREEMENT
are instruments of service, and the ENGINEER shall retain an ownership and property interest therein. Reuse of any such documents by
the OWNER shall be at the OWNER'S sole risk; and the OWNER agrees to indemnify, and hold the ENGINEER harmless from all
claims, damages, and expenses including attorney's fees arising out of such reuse of documents by the OWNER or by others acting
through the OWNER.
5.14. Copyrighted Information. The OWNER agrees that all hard copy and/or digital data provided to the OWNER by the ENGINEER
is copyrighted, and is furnished to the OWNER with all rights reserved. The OWNER is hereby expressly permitted to use the data for
the purposes required to complete the scope of this AGREEMENT. The OWNER further agrees not to otherwise copy, reproduce or use
the data for any other purposes whatsoever without the written consent of the ENGINEER.
5.15.
Use of Electronic Media.
a. Copies of documents that may be relied upon by the OWNER are limited to the printed, or hard copies that are signed or
sealed by the ENGINEER. Files in electronic media format of text, data, graphics, or of other types that are furnished by
the ENGINEER to the OWNER are only for convenience of the OWNER. Any conclusion or information obtained or
derived from such electronic files will be at the user's sole risk.
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When transferring documents in electrOnic media format, the ENGINEER makes no representations as to long-term
compatibility, usability, or readability of documents resulting from the use of software application packages, operating
systems, or computer hardware differing from those used by the ENGINEER at the beginning of this PROJECT.
If there is a discrepancy between the electronic files and the hard copies, the hard copies govern.
Because data stored in electronic media format can deteriorate or be modified inadvertently or otherwise without
authorization of the data's creator, the party receiving electronic files agrees that it will perform acceptance tests or
procedures within sixty (60) calendar days, after which the receiving party shall be deemed to have accepted the data
thus transferred. The party delivering the electronic files will correct any errors detected within the sixty (60) calendar
day acceptance period. The ENGINEER shall not be responsible to maintain documents stored in electronic media
format after acceptance by the OWNER.
5.16.
O_Qpinions of Probable Construction Cost.
a. Construction Cost is the cost to the OWNER to construct proposed facilities. Construction Cost does not include costs of
SERVICES of the ENGINEER or other design professionals and consultants, cost of land, rights-of-way, or
compensation for damages to properties, or the OWNER'S costs for legal, accounting, insurance counseling or auditing
services, or interest and financing charges incurred in connection With the OWNER'S contemplated project, or the cost of
other services to be provided by others to the OWNER pursuant to this AGREEMENT. Construction Cost is one of the
items comprising Total Project Costs.
b. The ENGINEER'S opinions of probable Construction Cost provided for herein are to be made on the basis of the
ENGINEER'S experience and qualifications and represent the ENGINEER'S best judgment as an experienced and
qualified professional generally familiar with the industry. However, since the ENGINEER has no control over the cost of
labor, materials, equipment, or services furnished by others, or over the Contractor's methods of determining prices, or
over competitive bidding or market conditions, the ENGINEER cannot and does not guarantee that proposals, bids, or
actual Construction Cost will not vary from Opinions of Probable Construction Cost prepared by the ENGINEER. If the
OWNER wishes greater assurance as to Probable Construction Cost, the OWNER shall employ an independent cost
estimator.
5.17.
_Opinions of Total Proiect CosLs.
a. Total Project Costs are the sum of the Probable Construction Cost, allowances for contingencies, the estimated total
costs of services of the ENGINEER or other design professionals and consultants, cost of land, rights-of-way, or
compensation for damages to properties, and the OWNER'S costs for legal, accounting, insurance counseling or auditing
services, and interest and financing charges incurred in connection with a proposed project, and the cost of other
services to be provided by others to the OWNER pursuant to this AGREEMENT.
b. The ENGINEER assumes no responsibility for the accuracy of opinions of Total Project Costs.
5.18. Force Maieur_e. The ENGINEER shall not be liable for any loss or damage due to failure or delay in rendering any SERVICES
called fo~ under this AGREEMENT resulting from any cause beyond the ENGINEER'S reasonable control.
5.19. AssignmeEt. Neither party shall assign its rights, interests or obligations under this AGREEMENT without the express written
consent of the other party.
5.20. Binding Effect. Except for the non-assignability of this AGREEMENT as provided herein, it shall bind, and the benefits thereof
shall inure to the respective parties hereto, their legal representatives, executors, administrators, successors, and assigns.
5.21. S__everability and Waiver of Provisions. Any provision or part of the AGREEMENT held to be void or unenforceable under any
laws or regulations shall be deemed strickenl and all remaining provisions shall continue to be valid and binding upon the OWNER and
the ENGINEER, who agree that the AGREEMENT shall be reformed to replace such stricken provision or part thereof with a valid and
enforceable provision that comes as close as possible to expressing the intention of the stricken provision. Non-enforcement of any
provision by either party shall not constitute a waiver of that provision, nor shall it affect the enforceability of that provision or of the
remainder of this AGREEMENT.
5.22. Surviva_ I. All express representations, indemnifications, or limitations of liability included in this AGREEMENT will survive its
completion or termination for any reason.
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5.23. Subiect Headings. The subject headings of the Sections and Subsections of this AGREEMENT are included for convenience
only and shall not affect the construction or interpretation of its provisions.
5.24. Prevailing Law. This AGREEMENT is to be governed by the laws of the state in which the ENGINEER'S office executing this
AGREEMENT is located.
5.25. Notices. Any notice required under this AGREEMENT will be in writing, addressed to the appropriate party at its address on
page one (1) and given personally, or by registered or certified mail postage prepaid, or by a commercial courier service. All notices
shall be effective upon the date of receipt.
SECTION 6 - ENTIRE AGREEMENT
6.1. The following Appendices are incorporated herein by reference:
a. Appendix A.1, "Scope of Services, Responsibilities, Time, Budget and Related Matters," consisting of 4 pages. This
Appendix may be amended by A.2, A.3, A.4 etc., with written approval by the ENGINEER and the OWNER.
6.2. This AGREEMENT (consisting of pages 1 to 8, inclusive, together with the Appendices identified in Section 6) constitutes the
entire AGREEMENT between the OWNER and the ENGINEER and supersedes all prior written or oral understandings with respect to
the ENGINEER'S SERVICES herein described. This AGREEMENT may not be altered, modified or amended, except in writing properly
executed by authorized representatives of the OWNER and the ENGINEER.
IN WITNESS WHEREOF, the Parties have signed this AGREEMENT the date and year set forth above.
OWNER .~-
-S(g'h/atu re /
Bruce Wright, President
_City of Jeffersonville Drainage Board
Printed Name and Title
Stephen H. Bickel, PE, PLS, Vice President
Fuller, Mossbarger, Scott and May Engineers, Inc.
Printed Name and Title
Version 1.3
FMSM Contract No. ~V0572005A01 Jeffersonviile GI~SS 8 Publication Date: 02~25~05
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Appendix A.1
Scope of Services, Responsibilities, Time,
Budget and Related Matters
This is APPENDIX A.1, consisting of 4 pages, referred to in
and part of the AGREEMENT between the OWNER and the
ENGINEER for Professional Services dated March 29, 2005.
Initial:
ENGINEER
ENGINEER'S SCOPE OF SERVICES
The ENGINEER is pleased to submit this Scope of Services to provide support to the OWNER's Stormwater Coordinator for the
implementation and development of a Geographic Information System (GIS) to support Stormwater Management. The objective of this
project is to introduce and create a GIS for the Coordinator's Office to support their Indiana Department of Environmental Management
(IDEM) mandated "Rule 13" stormwater quality program and provide ongoing value for stormwater management.
P__roiect Background
The OWNER is tasked with the responsibility to develop and maintain a map of their stormwater system and outfalls, to track complaints
and detect and eliminate illicit discharges in fulfillment of the NPDES Phase II permit requirements. To fulfill these requirements and aid
in the overall permit process, the use of GlS has been determined to be an asset.
The OWNER currently has an extensive set of GIS basemap data that was developed several years ago. The ENGINEER will
coordinate with the OWNER's Stormwater Coordinator to leverage the use of this data. It is anticipated that this planimetric data will aide
in the identification of drainage ditches, flow patterns and potential locations of other stormwater features. While working with the
OWNER to collect Sanitary Sewer information, the ENGINEER's subconsultant (Jacobi, Toombs and Lanz, Inc.) has collected some
stormwater features such as inlets, manholes and pipes. This information will be used as the basis for the development of a complete
dataset to fulfill permit requirements. Once completed, this layer will overlay directly on top of the City's existing GIS.
Summa~
This project will serve to develop a stormwater GIS layer and develop a pilot set of stormwater data. This project will build upon and
leverage the investment in existing GlS basemap data and existing stormwater data. The following sections describe the specific tasks
associated with this scope of services. Each task description identifies the subtasks, deliverables and various assumptions used.
Task 1 - Data Design and Inventory Planning
Task 2 - Provide Training
Task 3- Pilot Stormwater Inventory
~ n and Inventor Plannin
Scope: The primary purpose of this task is to plan and design the development of the data to fulfill NPDES Phase II mapping
requirements. This will include a plan that will outline the long-term goals of the program and the necessary means to achieve these
goals.
FMSM Contract No. L_V0572005A01 Jeffersonville GI_S
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Appendix A.1
(Continued)
The ENGINEER will evaluate and discuss with the OWNER's Stormwater Coordinator the Phase il stormwater inventory requirements.
The process will include deciding which features are required to be collected, methods of collection and what field crews are looking for,
and obtaining a digital image of each asset. According to the permit, 25% of the system must be collected within the first year and 25%
each subsequent year. The ENGINEER will develop a process and schedule that allows field collection, office validation, and quality
reviews to be completed in a timely manner to satisfy these requirements.
The ENGINEER will prepare a schedule of activities and tasks that provides the OWNER with a process to build their GIS. The plan will
also include Phase II inventory requirements and outline the next several tasks identified herein.
The ENGINEER will also design a geodatabase to be used in the stormwater field inventory collection process. This Geodatabase
design will outline features necessary to fulfill permit requirements. Within the geodatabase, rules and validations will be established to
ensure that features interact with one another in a logical fashion (i.e. pipes are snapped to inlets, etc). In addition, the geodatabase will
allow for future expansions of datasets.
The ENGINEER will create customized digital data collection forms to be used in the field for features identified in above tasks. These
digital collection forms will allow data entry to be easy, quick, and intuitive and ensure accuracy. The customized forms will be designed
to operate using ESRI's ArcPad software on a mobile device Such as a PDA or Trimble Geo XT.
In addition, the ENGINEER will coordinate with the OWNER to identify a pilot project area to be completed in Task 3 of this scope. This
pilot study will serve as a test area to determine the level of effort and resources needed to fulfill the permit requirements.
Subtasks: The following subtasks will be Performed as a part of this task:
1.1. Permit requirements.
1.2. Schedule of activities.
1.3. Develop a geodatabase for data collection.
1.4. Create customized inventory forms.
1.5. Identify pilot study area.
Deliverables: The following products will be delivered as a part of this task: · Schedule of activities in hard copy and digital format.
Geodatabase.
· Customized digital collection forms.
Assumptions: The following conditions were assumed during the scoping process: · Stormwater Coordinator staff will be available for interviews.
· Stormwater Coordinator desires to collect their information in a digital format.
Fee: Services for Task 1 will be provided at the lump sum amount of $3,000.00.
Task 2 - Provide Training
Scope' The ENGINEER will provide training to the OWNER's Stormwater Coordinator in the use of ArcGIS and on inspection process
and procedures.
To fully implement a GIS, the users need to understand the vast capabilities of the software. In order to realize this potential, the users
will need training. The ENGINEER will provide ArcGIS training for the OWNER's Stormwater Coordinator. This training will be held on-
site.
A product of Task 2 will be a documented process and procedures for the collection of the necessary stormwater features. A workshop
will be provided to the staff of the OWNER's Stormwater Coordinator and those that will be taking part in the inventory to help reinforce
the procedures necessary to ensure that data is collected as aCcurately and consistently as possible throughout the collection team.
Version 1.3
FMSM Contract No. LV0572005A01 Jeffersonville GIS A.1-2 Publication Date: 02/25/05
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Appendix A.1
(Continued)
Subtasks: The following subtasks will be performed as a part of this task:
2.1. Provide ArcGIS Training.
2.2. Process and Procedure Workshop.
Deliverables: The following products will be delivered as a part of this task: · ArcGlS Training.
· Workshop and Materials (PowerPoint, Documents).
Assumptions: The following conditions were assumed during the scoping process: · Training will be held on-site.
Fee: Services for Task 2 will be provided at the lump sum amount of $3,000.00.
Task 3 - Pilot Stormwater Inventory
Scope: After the planning task is complete and the procedures and process have been determined, the inventory process can begin.
The ENGINEER will perform an inventory for a pilot area within the City of Jeffersonville. This Pilot area will allow the OWNER's
Stormwater Coordinator to obtain a better understanding of the collection procedures and process before taking this work in-house.
As mentioned in the introduction, ENGINEER's subcontractor has previously collected some stormwater information for the City of
Jeffersonville. This data was collected as part of an effort to collect sanitary sewer information for the City. However, this information is
not complete to fulfill permit requirements and will need to have additional information and a digital photograph collected for each
feature
The stormwater inventory team will revisit those features previously mapped to collect the additional information, a digital photograph
and identify any suspected illicit discharge points. If a feature is located in which no data has been previously inventoried, the team will
collect coordinates for feature location, a digital image (photograph) of each asset, complete an inspection form created in Task 1, and
identify and report any suspected illicit discharge points. Illicit discharge points will also include coordinates, digital images and
completed inspection forms.
Once field collection has taken place, several critical data-processing and quality-control procedures have to be performed. These may
include network connectivity, enforcement of downstream flow, complete attribution and review within ArcGIS. Two complete sets of
maps will be produced for use by the OWNER's Stormwater Coordinator. This data will then be provided to the OWNER's Stormwater
Coordinator and installed for their use.
Subtasks: The following subtasks will be performed as a part of this task: 3.1. Stormwater infrastructure inventory.
3.2. Network connectivity completion within ArcGIS.
Deliverables: The following products will be delivered as a part of this task:
X, Y & Z coordinates for features in a text file.
· Digital Images.
· Stormwater features in an ESRI format Geodatabase to be used within the GIS.
· Two sets of hardcopy maps of the entire system.
Assumptions: The following conditions were assumed during the scoping process: · The Engineer will complete the pilot field inventory of stormwater features.
· Cost does not include GPS Equipment.
· No more than 500 features will be collected in the pilot area.
· Less than 150 outfalls will be located.
Fee: Services for Task 3 will be provided at the lump sum amount of $16,000.00.
FMSM Contract No. L__V0572005A01 Jeffersonviile GIS_
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Appendix A.1
(Continued)
Task 1 - Data Design and Inventory Planning .................................... $ 3,000.00
Task 2 - Provide Training .................................................................... $ 3,000.00
Task 3 - Pilot Stormwater Inventory .................................................... _$_ 16,000.0_0
Total .............................................................................. $ 22,000.00
FMSM Contract No. LV0572005A01 Jeffersonviile GI_S
g:\data\clericartjobs~OO5pro~v2005000~°r°p°sals\lvO572005a01 jeffersonville.doc
Publication Date: 02/25/05