HomeMy Public PortalAbout039-2019 - LWC-stellar façadePROFESSIONAL SERVICES AGREEMENT
AGREEMENT is made and entered into this dkyaof r� 2019, and referred
to as Contract No. 39-2019, by and between the City of Richmond, Indiana, a municipal corporation
acting by and through its Board of Public Works and Safety (hereinafter referred to as the "City")
and LWC, Inc., 712 E. Main Street, Richmond, Indiana, 47374 (hereinafter referred to as the
"Contractor") -
SECTION I. STATEMENT AND SUBJECT OF WORK.
City hereby retains Contractor to provide construction administration services in connection with the
City of Richmond's Stellar Fagade Restoration Project (hereinafter referred to as the "Project") for
certain downtown Richmond properties, which services are in connection with the Stellar Grant
awarded to the City and in accordance with the Office of Community and Rural Affair's ("OCRA")
Main Street Revitalization Program. Contractor shall provide said construction administration
services which shall include, but shall not be limited to, providing detailed scope documentation,
construction documentation, specifications, bidding . assistance, and construction execution
administration in connection with the Project. Contractor's proposal, consisting of three (3) pages,
received March of 2019, is attached hereto as Exhibit A and incorporated herein by reference.
Contractor agrees to abide by the same. City's initial scope of work, estimates, and schedules for the
designated downtown street addresses are incorporated into this Agreement and Contractor agrees to
abide by the same. Contractor understands, acknowledges, and agrees that the design elements of the
Project are to incorporate historically responsible design approaches consistent with current
downtown facades that must be approved by the City. Contractor shall coordinate any architectural
electronic communications as necessary in connection with the consistent design approaches.
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 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.
Contract No. 39-2019
Page I of 6
SECTION Ill. COMPENSATION
City shall pay Contractor a total sum not to exceed Ninety-nine ThousandNine Hundred Dollars and
Zero Cents ($99,900.00) for complete and satisfactory performance of the work required hereunder.
Payment made pursuant to this Agreement shall be made from local funds.
SECTION IV. TERM OF AGREEMENT
This Agreement shall be effective as of February 14, 2019, and shall continue in effect until
satisfactory completion of the Project, which completion is anticipated to be on or before December
31, 2019.
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 (S) 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 or injury to person or
property or any other claims which may arise from the Contractor's conduct or performance of this
Agreement, either intentionally or negligently; 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 this 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.
Page 2 of 6
Coverage
A. Worker's Compensation
Disability Requirements
0
C.
Employer's Liability
Comprehensive General Liability
Section 1. Bodily Injury
Section 2. Property Damage
D. Comprehensive Auto Liability
Section 1. Bodily Injury
E.
Section 2.
Umbrella Liability
Property Damage
Limits
all
Statutory
$100,000
$ 1,000,000 each occurrence
$2,000,000 aggregate
$1,000,000 each occurrence
$ 1,000,000 each person
$1,000,000 each occurrence
$1,000,000 each accident
$1,000,000 each occurrence
$2,000,000 each annual aggregate
F. Malpractice/Errors & Omissions Insurance $1,000,000 each claim
$2,000,000 each annual 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 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
Page 3 of 6
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 piayallow 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
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
Page 4 of 6
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 anytime 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 estoppel 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.
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.
[Signature Page to Follow.]
Page 5 of 6
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 4andrno 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.
THE CITY OF RICHMOND,
INDIANA by and through its
Board of Public Works and Safety
By: l�&4_0PU,1
Vicki Robinson, President
By: —
Richard Foore, Member
1�
By:
qvalmer, Member
III
Date: J-17 `
APPROVEEPa,'ffQ..
S w,,1V,� or ._.
Date: 0 If S-W
Page 6 of 6
"CONTRACTOR"
LWC, INC.
712 E. Main Street
Richmond, Indiana, 47374
By
Printed: J6hn C. Fabelo, AIA
Title: Partner
Date: 16 .
g LWC
tN'0R P C;RnTc %
Stellar Fagade Construction Phase Services Agreement
Project Signage
Assist with graphics for two 4'x8' vinyl signs at either end of downtown along US40 and five 2'x3' rigid
PVC individual project signs. The cost to fabricate and install the signs is not included. Cost to fabricate
and install will be solicited from local sign companies and will be an additional cost:
Project Signage - $4,000.00
Initial Construction Administration
Project Transition
Scope
The initial effort anticipated to transition the project from the previous design professional, including
meetings with grant administrator, the City of Richmond and any other necessary stakeholders,
reviewing records of previous files and correspondence, including emails, shop drawings, and project
filing, and bringing files and communication current:
Construction Administration fee - $12,400.00 (estimated)
Construction Administration
Timing dependent on schedule
Scope
Review shop drawings, respond to contractor questions, respond to Owner questions, provide
documentation as required for grant closeout, observe the progress of construction, and review pay
applications at the following hourly rates:
Principal Architect: $174.00 (per hour)
Architectural Project Manager: $115.00 (per hour)
Construction Admin: $101.00 (per hour)
The proposed fee assumes 28 weeks of construction until Substantial Completion based on White Oaks
current project schedule dated January 22, 2019, with an average of 16 hours of time required by LWC
per week. The actual utilization of effort and billing may be more or less than 16 hours per week each
month during the project, but 16 hours per week should be a reasonable estimate of the anticipated
effort throughout the duration of the project. If project circumstances requires weekly time in excess of
the estimated effort, the City shall be notified immediately to discuss strategies to resolve. If the project
schedule exceeds 28 weeks, the overall budget will need to be adjusted accordingly.
Construction Administration fee — $49,200.00 (estimated)
Consultants
Actual Costs Dependent of Final Scope
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Consultant fees shall be in addition to the above amount. Consultant fees shall be invoiced as incurred
with a five percent processing fee. Consultant fees will be invoiced as costs are incurred, and the final
invoiced amount may vary as project conditions become better defined. If project circumstances
require fees in excess of the estimated total, the City shall be notified immediately to discuss strategies
to resolve. If project circumstances change through no fault of LWC, the overall budget will need to be
adjusted accordingly.
Consultant fees - $26,400.00 (estimated)
Project Closeout
Timing dependent on schedule
Scope
Walk through project, develop and follow through with punch list, review final certificate for payment
based on the following hourly rates:
Architect: $109.00 per hour
Construction Administration: $98.00 per hour
The proposed fee assumes nine (9) weeks of effort beyond Substantial Completion, with an average of 8
hours of time required by LWC per week. The actual utilization of effort and billing may be more or less
than 8 hours per week during Closeout, but 8 hours per week should be a reasonable estimate of the
anticipated effort throughout the duration of Closeout. If project circumstances requires weekly time in
excess of the estimated of effort, the City shall be notified immediately to discuss strategies to resolve.
If Project Closeout exceeds nine (9) weeks, the overall budget will need to be adjusted accordingly.
Project Closeout Fee — $7,900.00 (estimated)
Cost Summary
Project Signage
Current Construction Administration (to date)
Additional Construction Administration
Project Consultants
Project Closeout
Total Cost
$4,000.00
$12,400.00 (maximum of 113)
$49,200.00 (maximum of 336 hours)
$26,400.00 (estimated)
7 900.00 (maximum of 72 hours)
$99,900.00
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iNCORPOf.ATEC
Accepted By
Print Name
Date
For LWC Incorporated _
Print Name
Date
EXHIBIT PAGE � ��