HomeMy Public PortalAbout115-2018 - Purchasing - American Structure Point - Proffessional Services for water leaksPROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into this Mt day of 2018, and
referred to as Contract No. 115-2018, by and between the City of6l6chmond, Indiana, a
municipal corporation acting by and through its Board of Public Works and Safety (hereinafter
referred to as the "City") and American Structurepoint, Inc., 7260 Shadeland Station,
Indianapolis, Indiana, 46256 (hereinafter referred to as the "Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor to provide professional on -site limited assessment services of the
Richmond City Municipal Building structure in connection with certain water infiltration issues
at select locations within and around the building envelope (the "Project"). Contractor shall
perform all services described on Contractor's proposal, dated July 3, 2018, which proposal is
marked as "Exhibit A" consists of three (3) pages, and which Exhibit is attached hereto and
made a part hereof. Contractor agrees to abide by the same.
Should any provisions, terms, or conditions contained in any of the documents attached hereto as
Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the
provisions, terms, or conditions of this Agreement, this Agreement shall be controlling.
Contractor shall perform all work herein in a timely manner, conforming to all applicable
professional standards. The Parties acknowledge that no representations or warranties will be
made concerning any present conformance of the structures with applicable building codes,
except as otherwise indicated herein.
The Contractor shall furnish all labor, material, equipment, and services necessary for the proper
completion of all work specified.
No performance of services shall commence until the following has been met:
1. The City is in receipt of any required certificates of insurance;
2. The City is in receipt of any required affidavit signed by Contractor in
accordance with Indiana Code 22-5-1.7-11(a)(2); and
3. A purchase order has been issued by the Purchasing Department.
SECTION II. STATUS OF CONTRACTOR
Contractor shall be deemed to be an independent contractor and is not an employee or agent of
the City of Richmond. The Contractor shall provide, at its own expense, competent supervision
of the work.
[Revised] Contract No. 115-2018
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SECTION III. COMPENSATION
City shall pay Contractor a sum not to exceed Five Thousand Dollars Two Hundred Dollars and
Zero Cents ($5,200.00) for the complete and satisfactory performance of this Agreement.
SECTION IV. TERM OF AGREEMENT
This Agreement shall be effective when signed by all parties and shall continue in effect until
satisfactory completion of the Project.
Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in
part, for cause, at any time by giving at least five (5) working days written notice specifying the
effective date and the reasons for termination which shall include but not be limited to the
following:
a. failure, for any reason of the Contractor to fulfill in a timely manner
its obligations under this Agreement;
b. submission of a report, other work product, or advice, whether oral or written, by the
Contractor to the City that is incorrect, incomplete, or does not meet reasonable
professional standards in any material respect;
c. ineffective or improper use of funds provided under this Agreement;
d. suspension or termination of the grant funding to the City under which this Agreement
is made; or
e. unavailability of sufficient funds to make payment on this Agreement.
In the event of such termination, the City shall be required to make payment for all work
performed prior to the date this Agreement is terminated, but shall be relieved of any other
responsibility herein.
This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties
by setting forth the reasons for such termination, the effective date, and in the case of partial
termination, the portion to be terminated.
SECTION V. INDEMNIFICATION AND INSURANCE
Contractor agrees to obtain insurance and to indemnify the City for any damage, loss, or cost to
the extent it arises from damage or injury to person or property caused by the Contractor's
willful misconduct or negligent performance of its services under this Agreement; provided,
however, that nothing contained in this Agreement shall be construed as rendering the Contractor
liable for acts of the City, its officers, agents, or employees. Contractor shall as a prerequisite to
this Agreement, purchase and thereafter maintain such insurance as will protect it from the
claims set forth below which may arise out of or result from the Contractor's operations under
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Agreement, whether such operations by the Contractor or by any sub -contractors or by anyone
directly or indirectly employed by any of them, or by anyone for whose acts the Contractor may
be held responsible.
Coverage Limits
A. Worker's Compensation & Statutory
Disability Requirements
B. Employer's Liability $100,000
C. Comprehensive General Liability
Section 1. Bodily Injury $1,000,000 each occurrence
$2,000,000 aggregate
Section 2. Property Damage $1,000,000 each occurrence
D. Comprehensive Auto Liability
Section 1. Bodily Injury $1,000,000 each person
$1,000,000 each occurrence
Section 2. Property Damage $1,000,000 each occurrence
E. Comprehensive Umbrella Liability $1,000,000 each occurrence
$2,000,000 each aggregate
F. Malpractice/Errors & Omissions Insurance $1,000,000 each claim
$2,000,000 each aggregate
SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW
Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and
shall, before commencing work under this Agreement, provide the City a certificate of insurance,
or a certificate from the industrial board showing that the Contractor has complied with Indiana
Code Sections 22-3-2-5, 22-3-5-1 and 22-3-5-2. If Contractor is an out of state employer and
therefore subject to another state's worker's compensation law, Contractor may choose to
comply with all provisions of its home state's worker's compensation law and provide the City
proof of such compliance in lieu of complying with the provisions of the Indiana Worker's
Compensation Law.
SECTION VII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS
Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work
eligibility status of all newly hired employees of the contractor through the Indiana E-Verify
program. Contractor is not required to verify the work eligibility status of all newly hired
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employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify
program no longer exists. Prior to the performance of this Agreement, Contractor shall provide
to the City its signed Affidavit affirming that Contractor does not knowingly employ an
unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event Contractor violates IC
22-5-1.7 the Contractor shall be required to remedy the violation not later than thirty (30) days
after the City notifies the Contractor of the violation. If Contractor fails to remedy the violation
within the thirty (30) day period provided above, the City shall consider the Contractor to be in
breach of this Agreement and this Agreement will be terminated. If the City determines that
terminating this Agreement would be detrimental to the public interest or public property, the
City may allow this Agreement to remain in effect until the City procures a new contractor. If
this Agreement is terminated under this section, then pursuant to IC 22-5-1.7-13 (c) the
Contractor will remain liable to the City for actual damages.
SECTION VIII. IRAN INVESTMENT ACTIVITIES
Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in
investment activities in Iran. In the event City determines during the course of this Agreement
that this certification is no longer valid, City shall notify Contractor in writing of said
determination and shall give contractor ninety (90) days within which to respond to the written
notice. In the event Contractor fails to demonstrate to the City that the Contractor has ceased
investment activities in Iran within ninety (90) days after the written notice is given to the
Contractor, the City may proceed with any remedies it may have pursuant to IC 5-22-16.5. In
the event the City determines during the course of this Agreement that this certification is no
longer valid and said determination is not refuted by Contractor in the manner set forth in IC 5-
22-16.5, the City reserves the right to consider the Contractor to be in breach of this Agreement
and terminate the agreement upon the expiration of the ninety (90) day period set forth above.
SECTION IX. PROHIBITION AGAINST DISCRIMINATION
A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub -contractor, or any person acting
on behalf of Contractor or any sub -contractor shall not discriminate against any employee
or applicant for employment to be employed in the performance of 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, religion, color, sex,
disability, national origin, or ancestry.
B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees:
1. That in the hiring of employees for the performance of work under this
Agreement of any subcontract hereunder, Contractor, any subcontractor, or any
person acting on behalf of Contractor or any sub -contractor, shall not discriminate
by reason of race, religion, color, sex, national origin or ancestry against any
citizen of the State of Indiana who is qualified and available to perform the work
to which the employment relates;
2. That Contractor, any sub -contractor, or any person action on behalf of Contractor
or any sub -contractor shall in no manner discriminate against or intimidate any
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employee hired for the performance of work under this Agreement on account of
race, religion, color, sex, national origin or ancestry;
That there may be deducted from the amount payable to Contractor by the City
under this Agreement, a penalty of five dollars ($5.00) for each person for each
calendar day during which such person was discriminated against or intimidated
in violation of the provisions of the Agreement; and
4. That this Agreement may be canceled or terminated by the City and all money
due or to become due hereunder may be forfeited, for a second or any subsequent
violation of the terms or conditions of this section of the Agreement.
C. Violation of the terms or conditions of this Agreement relating to discrimination or
intimidation shall be considered a material breach of this Agreement.
SECTION X. RELEASE OF LIABILITY
Contractor hereby agrees to release and hold harmless the City and all officers, employees, or
agents of the same from all liability for negligence which may arise in the course of Contractor's
performance of its obligations pursuant to this Agreement.
SECTION XI. MISCELLANEOUS
This Agreement is personal to the parties hereto and neither party may assign or delegate any of
its rights or obligations hereunder without the prior written consent of the other party. Any such
delegation or assignment, without the prior written consent of the other party, shall be null and
void. This Agreement shall be controlled by and interpreted according to Indiana law and shall
be binding upon the parties, their successors and assigns. This document constitutes the entire
Agreement between the parties, although it may be altered or amended in whole or in part at any
time by filing with the Agreement a written instrument setting forth such changes signed by both
parties. By executing this Agreement the parties agree that this document supersedes any
previous discussion, negotiation, or conversation relating to the subject matter contained herein.
This Agreement may be simultaneously executed in several counterparts, each of which shall be
an original and all of which shall constitute but one and the same instrument.
The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit
arising out of this Contract must be filed in said courts. The parties specifically agree that no
arbitration or mediation shall be required prior to the commencement of legal proceedings in said
Courts. By executing this Agreement, Contractor is estopped from bringing suit or any other
action in any alternative forum, venue, or in front of any other tribunal, court, or administrative
body other than the Circuit or Superior Courts of Wayne County, Indiana, regardless of any right
Contractor may have to bring such suit in front of other tribunals or in other venues.
Any person executing this Contract in a representative capacity hereby warrants that he/she has
been duly authorized by his or her principal to execute this Contract.
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In the event of any breach of this Agreement by Contractor, and in addition to any other damages
or remedies, Contractor shall be liable for all costs incurred by City in its efforts to enforce this
Agreement, including but not limited to, City's reasonable attorney's fees.
In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement
arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any
of the provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of
the day and year first written above, although signatures may be affixed on different dates.
"CITY"
THE CITY OF RICHMOND,
INDIANA by and through its
Board of Public Works and Safety
By:
Vicki Robinson, President
By: zlalmxt
Rich4rd Foore, Member
oster, II; Member
"CONTRACTOR"
AMERICAN STRUCTUREPOINT, INC.
7260 Shadeland Station
Indianapolis, IN 46256
By:
Printed: 4WIV &fe
Title:-,L hil.611CA11vtO (f
APPROVED: Date:
M. S ayor
Date:
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STANDARD TERMS AND CONDITIONS:
In this agreement, the party who is contracting to receive services shall be referred to as the "Client", and
the party who will be providing the services shall be referred to as "American Structurepoint, Inc." The
parties agree to the following:
INDEMNIFICATION: The Client agrees to indemnify and hold American Structurepoint, Inc. harmless from
and against any and all claims, losses, damages, expenses, fees (including attorney fees), costs, and
judgments that result from the performance of the services, provided that any such claims, damage, loss or
expense is caused in whole or in part by the negligent act or omission and/or strict liability of the Client,
anyone directly or indirectly employed by the Client (except American Structurepoint, Inc.) or anyone for
whose acts any of them may be liable.
RISK ALLOCATION: In recognition of the relative risks, rewards and benefits of the project to both the
Client and American Structurepoint, Inc., the risks have been allocated so that the Client agrees that, to the
fullest extent permitted by law, American Structurepoint, Inc.'s total liability to the Client, for any and all
injuries, claims, losses, expenses, damages or claim expenses arising out of this agreement, from any cause
or causes, shall not exceed the amount of the fee collected. Such causes include, but are not limited to,
American Structurepoint, Inc.'s negligence, errors, omissions, strict liability or breach of Agreement.
INTENDED BENEFICIARIES: American Structurepoint, Inc.'s services are intended for the sole benefit of
the Client and are not intended to create any rights or benefits for any other parties.
BILLING / PAYMENT: Invoices for American Structurepoint, Inc.'s services shall be submitted, at American
Structurepoint, Inc.'s option, either upon completion of such services or on a periodic basis. Invoices shall
be due upon receipt and will be considered "past due" if not paid within thirty days and American
Structurepoint, Inc. may, without waiving any claim or right against the Client, terminate services. Invoices
that remain unpaid 30 days after the invoice date will be subject to a service charge of 1.5% per month on
the then unpaid balance (18% annual percentage rate). In the event any portion of the account remains
unpaid sixty days after billing, the account may be sent to collection and the Client shall pay the cost of
collection, including reasonable attorney's fees. American Structurepoint, Inc. shall be entitled to
reimbursable expenses including, but are not limited to; mileage, delivery charges, reproduction services,
long distance phone charges, etc., and will be billed separately.
REPRESENTATIONS AND WARRANTIES: No representations or warranties will be made concerning an
existing property's present conformance with the applicable building code, or other codes and ordinances,
unless otherwise indicated in this Agreement. American Structurepoint, Inc.'s work shall be performed in
accordance with the local standard of care.
SEVERABILITY: If any provision of this Agreement shall be held to be invalid or unenforceable for any
reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any
provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become
valid and enforceable, then such provision shall be deemed to be written, construed and enforced as so
limited.
DISPUTE RESOLUTION: All claims, counterclaims, disputes, and other matters in question between the
parties hereto, arising out of or relating to this Agreement or the breach thereof, will be presented to non-
binding mediation.
APPLICABLE LAW: Unless otherwise specified, the laws of the State of Indiana shall govern this
Agreement.
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;,,XHJ81T .,_ PACE 1:��
Ver. I/2018
O°ice; AMERICAN
■ STRUCTUREPOINT
INC.
■
PROPOSAL
DATE: July 3, 2018
TO: Ms. Vicki Robinson
Purchasing Director
City of Richmond, Indiana
50 North 51 Street
Richmond, Indiana 47374
7260 Shadeland Station, Indianapolis, IN 46256
TEL (317) 547-5580 FAX (317) 543-0270
www.structurepo i nt.co m
FROM: Gregory R. Susemichel, PE / Investigative Group Leader
RE: Richmond City Hall Water Infiltration Assessment
50 North 5' Street
Richmond, Indiana 47374
American Structurepoint, Inc. is pleased to submit this proposal to conduct an on -site limited facility
condition assessment of the above referenced property. It is our understanding the building is experiencing
water infiltration issues at select locations within and around the building envelope, as further defined in
the scope of work.
Scope of Work
The scope of work for the project will be as follows:
1. We will conduct a cursory review of previous assessment reports, available construction plans, or as -
built drawings prior to the assessment.
2. We will interview the facility engineer/maintenance manager regarding the maintenance and repair
history of the applicable building systems.
3. We will perform an on -site visual investigation of the following areas of reported water infiltration:
a. The northwest corner of the lower level near the police department carport.
b. The west elevation of the second level.
4. We will prepare a written report with photographs that will summarize our observations and opinions
regarding the existing conditions as they relate to items listed above, including conceptual repair
recommendations and/or items in need of further evaluation.
Page 1 of 3
EXFiI fT� PAGE �) OF,�._
Ver. 1/2018
Compensation
Basic Services: All time spent on the project will be billed using the hourly rates indicated below.
Agreement is based on a not -to -exceed amount of $5,200 for the scope of work identified above, which
includes all time and expenses. Should additional evaluation be required or unforeseen circumstances arise
that require an adjustment to the above fee limit, we will notify you immediately and request modifications
accordingly. We will not exceed the above maximum fee without written authorization from you.
Principal Consultant....................................................................... $ 225.00/hour
Senior Consultant........................................................................... $ 205.00/hour
Senior Project Manager/Fire Investigator ...................................... $ 185.00/hour
Project Manager/Fire Investigator ................................................. $ 165.00/hour
Project Engineer/Architect............................................................. $ 145.00/hour
Staff Engineer/Architect/Senior Technician ................................. $ 125.00/hour
Technician..................................................................................... $ 105.00/hour
Mileage......................................................................................... Current Federal Rate
Client Responsibility & Expectations
This proposal is based on the assumption that safe access to all roof areas and attics is available via an
interior roof hatch or other means on site, or by use of a ladder of common size, approximately 20-feet,
provided by Consultant. The Client and his representation are asked to disclose any pertinent information
in their possession that may assist in the Consultant's efforts, preferably prior to the assessment. If the
property conditions relative to the scope of services proposed are found to be different from the information
provided to us during the preparation of this proposal, you will be notified in writing and a new fee will be
presented.
The visual assessment does not include removing or relocating building materials or contents, exploratory
probing, destructive evaluation, or engineering calculations.
Terms and Conditions
This proposal is valid for 30 days and is predicated on the attached Terms and Conditions that will form
the basis of our Agreement upon your authorization to proceed.
If this proposal is acceptable, please sign and date below and return a fax or email a copy of the entire
document to us at your earliest convenience. This shall serve as our notice to proceed. We appreciate this
opportunity to be of service to you. If you have any questions, please do not hesitate to call.
Offered by: Accepted by Client:
American Structurepoint, Inc.
�! 7/3/18
(Si (Date)
Greg usemichel
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CXH181T PAGE —GF—_
EXHIBIT &_ PAGE
(Signature) (Date)
Printed name & title
V er. 1 /2018