HomeMy Public PortalAboutr 14-184Anal"fian of 14e
No. 14 -184
Date of Adoption - Septmr 18 , 2014
AUTHORIZING A PROFESSIONAL SERVICES CONTRACT
WITH NELSON/NYGAARD CONSULTING ASSOCIATES, INC.
ENGINEERING AND PLANNING CONSULTING SERVICES
RE: FERRY TERMINAL PROJECT
WHEREAS, the Borough of Carteret is in need of specialized engineering and planning
consulting services in connection with the Carteret Ferry Terminal Project; and
WHEREAS, Nelson/Nygaar Consulting Associates, Inc., San Francisco, CA, possesses
the requisite experience and expertise to provide said services; and
WHEREAS, Nelson/Nygaar Consulting Associates, Inc. has submitted a proposal to
provide said services at a total cost not to exceed $7,500.00; and
WHEREAS, the Mayor and the Council have reviewed said proposal; and
WHEREAS, the Chief Financial Officer has certified that funds are or will be available
for said purpose.
NOW, THEREFORE, BE IT RESOLVED by the Mayor and the Council of the
Borough of Carteret, County of Middlesex, State of New Jersey, as follows:
1. The proposal from Nelson/Nygaar Consulting Associates, Inc. for professional
engineering and planning consulting services in regard to the Carteret Ferry
Terminal at a total cost not to exceed $7,500.00 is hereby approved.
2. This action is approved as an award of a professional services contract
pursuant to N.J.S.A 40A:11- 5(1)(a) in accordance with the Borough's Fair
and Open Process as authorized by law.
3. A copy of this Resolution be forwarded to the Borough's Purchasing
Department and Nelson/Nygaar Consulting Associates, Inc..
Adopted this I8" day of September, 2014
and certified as a true copy of the
original on September 19, 2014.
LINDA A. RIVERA
Assistant Municipal Clerk
RECORD OE COUNCIL VOTE
COUNCILMAN
YES
NO
NV
A.B.
COUNi7ILMAN
YES
NO
NV
A.B.
IV A
X - Indicate Vole At - Absenl NV -Not Voting XOR Indicates Vote to Overrole Veto
Adopted at a meeting of the Municipal Council Sep / r 18, 2014
✓? .....i_. CLERIC
TE (732) 541-. a()C
Ff = ( 732) 541-29
/ChIC
A "1 CIiVi CI ? AL Cis ?si Ei COOK AT/
Nt E
C3!•._•ERET NE4yjEpSZ,— 07005
Date "tst 18 2014
TO: Patrick T. DeEtasio, Trea Su rer
Edrough OCCarefzi
R.EQVEST FOR CY,_P, ,L' CATrPYOF `
For: aatz3 Consult' Asseeiates, Inc., Re: Ri2irkyrir
S ervices Re: Feny Teurdz& pro* t —
=Me OC.A ccount , Re olutiai #14 -184'
A o uiYT . TO BE E11CUi1-� Fg N r
---� to exceed $7., 5(X
EEW &L
IVUricip"al Clerr -
C Ell R.Th1C,_ Z0iY OF A V j:, B! 17 Y OF UNDf S
�, 1reaSLCef 0. _b the EOCOL'gh O_ Ca-_e
r_c do' hereby ce-Iu=j that :h r e 5'
UdEdt to- chablc the lufu'niCj' ' ! —dent n , ndS Part Olc iL�1 cU
CouRC I L aLjCnonZe OZ epic Il - cP:—
and: __Q
a COnir aCi beCHc R i Z EO OuCh pr CZ Cci
The F!Rds available f-
i/r LS'S cORtraCt a-r (n ti;t Eud,ge1, it Ll c account Or _
in the 2RlouRt O''.
By_this cert_ cation, 1 have hereby -
neumbzred the above named accjuni f r tS.e
amount Of Lhe contact.
reasulrcr
AFFIDAVIT OF PUBLICATION
The following is a true copy of an Ordinance or Resolution of
the Borough of Carteret that has appeared in the Star Ledger,
a newspaper which is printed in Newark, New Jersey and
published in Essex County, of general circulation in said
county and state. One (1) time(s) once in each issue as follows:
October 21, 2014
NOTICE OF
,,Ices
s.A.40A:11 s(1)(a) in
.cordance -with the Bar
igh's =Fair: and open !: Proc -:
a. as authorized bylaw.
'arded to:'
!15on /NVGARRD Consulting
:sociates <Inc,
rvices:
igineeri ng and Planning
,nsul Ting ° - services, Re:
nal
BARNEY, MMC
442:92
Notary Public of New Jersey Kathleen M. Barney, MME"
LINDA A. RIVERA Municipal Clerk
NOTARY PUBLIC Of NEW JERSEY
MY COMMISSION EXPIR�S c 2, 2016
Sworn and Subscribe a ore
Me this; day of
oJGN oP ��� �Brrrvug � of Tarteret DANIEL J. REIMAN, MAYOR
T �J`I
A
m y DEPARTMENT OF LAW & ADMINISTRATION Working togetherto bailda Getter Carteret
• ROBERTJ. BERGEN, ESQ.
•�FIPJERS�� Liw DIRECToR
November 15, 2014
Chris Fletcher, Contracts Administration
Nelson\Nygaard Consulting Associates, Inc.
116 New Montgomery Street
Suite 500
San Francisco, CA 94105
Re: Borough of Carteret Ferry Terminal Project Documents
Dear Mr. Fletcher:
Enclosed please find an original fully executed copy of the Professional Services
Agreement with regard to the above referenced matter per your November 7, 2014 letter.
If you need anything further, please do not hesitate to contact me.
Very truly yours,
Robert J. Be en, Esq.
Law Director
cc: Kathleen M. Barney, MMC ✓
Patrick DeBlasio, Treasurer
Memorial Municipal Building • 61 Cooke Avenue • Carteret, New Jersey 07008
Tel: 732- 541 -3804 • Fax: 732- 541 -4989 • Email: bergenr@carteret.net
www.carteret.net
201(4, IM
PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT is made and entered into this T day of November, 2014 between Boroii
,gh of Cap ?erey
(hereinafter referred to as CLIENT) and Nelson \Nygaard Consulting Associates, Inc. a California S
Corporation, (hereinafter referred to CONSULTANT), for the following reasons:
1. CLIENT requires certain professional services from CONSULTANT in connection with the
Ccnteizt Fog Temiinal Project (hereinafter referred to as PROJECT); and,
2. CONSULTANT agrees to provide the required services in exchange for an agreed upon amount of
compensation.
In consideration of the promises contained in this Agreement, CLIENT and CONSULTANT agree as
follows:
ARTICLE 1- EFFECTIVE DATE
The effective date of this Agreement shall be
3 November 2014.
ARTICLE 2 - GOVERNING LAW
This Agreement shall be governed by the laws
of the State of New Jersey.
ARTICLE 3 - SERVICES TO BE
PROVIDED BY CONSULTANT
CONSULTANT will be assigned Services by
CLIENT via Task Order. CONSULTANT
will have the right to negotiate final
assignment.
accordance with the Scope of Services listed
Task Order. The monthly invoice shall be
accompanied by monthly progress reports
that indicate the status of the project.
CLIENT agrees to pay all approved invoices
within thirty (30) days of receipt. CLIENT
shall not be obligated to pay any invoices
which are not in accord with the terms of this
Agreement.
CONSULTANT reserves its rights to stop all
work on this project if, at anytime, an
approved invoice remains unpaid for a period
exceeding sixty (60) days.
CONSULTANT agrees that a degree of care,
skill, and diligence shall be exercised in the
performance of the Services as is ordinarily
possessed and exercised by members of the
same profession, currently practicing, under
similar circumstances.
ARTICLE 4 - COMPENSATION
For the proper performance of Services
CLIENT shall pay CONSULTANT an agreed
upon amount (see Task Order). The rates
shown in Attachment A will be used in the
development of Task Orders and are valid
from 3 November 2014 through 31
December 2014.
CONSULTANT shall submit monthly
invoices to CLIENT. The invoices shall
include charges for all labor and costs in
ARTICLE 5 - INDEMNIFICATION
CONSULTANT shall defend indemnify and
hold harmless CLIENT and its directors,
officers, agents and employees from all claims,
demands, suits, loss, damages, injury and
liability, direct or indirect (including
reasonable attorney's fees, and any and all
costs and expenses in connection therewith),
incurred by reason of any negligent act, or
failure to act, of CONSULTANT, its officers,
agents, employees or any of them, under or in
connection with this Agreement; and
CONSULTANT agrees at its own cost,
expense and risk to defend any and all claims,
actions, suits, or other legal proceedings
brought or instituted against CLIENT or its
directors, officers, agents and employees, or
any of them, arising out of CONSULTANT's
Page 1 of 6
services, and to pay and satisfy any resulting
judgments.
Such indemnification includes without
limitation any violation of proprietary rights,
copyrights and rights of privacy, arising out of
the publication, translation, reproduction,
delivery, use or disposition of any data
furnished under this Agreement.
ARTICLE 6 - INSURANCE
In accordance with the terms of this
Agreement, CONSULTANT shall maintain
the following insurance:
(a) Commercial General Liability Insurance,
with a combined single limit of not less
than $1,000,000 per occurrence and
$1,000,000 annual aggregate, including a
per - project endorsement, and naming
CLIENT as an Additional Insured.
(b) Workers' Compensation Insurance in
accordance with statutory requirements
and Employers' Liability Insurance with
limits of not less than $1,000,000 for each
occurrence.
(c) Professional Liability Insurance with limits
of not less than $1,000,000 per claim and
annual aggregate.
(d) Automobile Insurance, with a combined
single limit of not less than $1,000,000 for
each person and not less than $1,000,000
for each accident and shall name CLIENT
as an Additional Insured.
Prior to performing Services under this
Agreement, CONSULTANT shall furnish
CLIENT with certificates of insurance which
evidence the requirements of this Article.
CONSULTANT, its insurance broker and
insurance carriers will endeavor to provide
CLIENT with at least thirty (30) days'
advance written notice prior to cancellation or
non - renewal of the above policies. In the
event of cancellation for non - payment,
CONSULTANT, its insurance broker and
insurance carriers shall endeavor to provide
CLIENT with at least ten (10) days' advance
written notice.
ARTICLE 7 - INDEPENDENT
CONTRACTOR
CONSULTANT undertakes performance of
the Services as an independent contractor and
shall be wholly responsible for the methods of
performance.
ARTICLE 8 - COMPLIANCE WITH
LAWS
In performance of the Services,
CONSULTANT shall comply with applicable
regulatory requirements including federal,
state, and local laws, rules, regulations, orders,
codes, criteria, and standards.
CONSULTANT shall procure the permits,
certificates, and licenses necessary to perform
the Services.
ARTICLE 9 - TERMINATION AND
SUSPENSION
This Agreement may be terminated by either
party upon written notice in the event of
substantial failure by the other party to
perform in accordance with the terms of this
Agreement; provided, however, the
nonperforming party shall have five (5)
calendar days from the receipt of the
termination notice to cure or to submit a plan
for cure acceptable to the other party.
In die event of such termination,
CONSULTANT will be paid for the Services
performed in accordance with this Agreement
to the date of termination.
CLIENT may terminate or suspend
performance of this Agreement for
CLIENT'S convenience upon written notice
to CONSULTANT. Upon receipt of notice,
CONSULTANT shall terminate or suspend
performance of the Services on a schedule
acceptable to CLIENT and may submit a
statement for the Services performed in
accordance with this Agreement.
ARTICLE 10 — OWNERSHIP OF
DOCUMENTS
Title to all documents, drawings and
Page 2 of 6
specifications with respect to work performed
under this Agreement shall vest with the
CLIENT when the CLIENT has
compensated CONSULTANT in full, as
provided herein, for the services described in
this document.
ARTICLE 11- NOTICES
Any notices required by this Agreement shall
be made in writing to the address specified
below
CLIENT:
Borough of Carteret
61 Cooke Avnue
Carteret, New Jersey 07008
Attn: Robert Bergen
CONSULTANT:
Nelson /Nygaard Consulting Associates
116 New Montgomery Street, Suite 500
San Francisco, CA 94105
Attn: Paul Jewel
Nothing contained in this Article shall be
construed to restrict the transmission of
routine communications between
representatives of CLIENT and
CONSULTANT.
ARTICLE 11— PATENTS,
COPYRIGHTS AND TRADE SECRETS
CONSULTANT and its employees shall not
infringe on any United States patent,
copyright, trade secret, or other proprietary
right for any material, product, or part thereof
used or furnished under this Agreement.
CONSULTANT shall indemnify and hold
CLIENT harmless from loss on account
thereof, except when such loss is due to a
particular design, process, material, or product
required by CLIENT; provided, however, that
CONSULTANT promptly notify CLIENT if
CONSULTANT has reason to believe that
such requirement is an infringement of any
rights stated herein.
ARTICLE 12 - DELAY IN
PERFORMANCE
Neither CLIENT not CONSULTANT shall
be considered in default of this Agreement for
delays in performance caused by
circumstances beyond the reasonable control
of the nonperforming party.
Should such circumstances occur, the
nonperforming party, within a reasonable time
of being prevented from performing, shall
give written notice to the other party,
describing the circumstances preventing
continued performance and the efforts being
made to resume performance.
CONSULTANT shall be granted a reasonable
extension of time for any delay in its
performance caused by any such
circumstances, but only to the extent agreed
upon by CLIENT and CONSULTANT.
Except for such time extension,
CONSULTANT will not be entitled to claim
any damages for delays in performance of its
Services.
ARTICLE 13 - DISPUTES
In die event of a dispute between CLIENT
and CONSULTANT arising out of or related
to this Agreement, the aggrieved party shall
notify the other party of the dispute within a
reasonable time after such dispute arises. If
the parties cannot thereafter resolve the
dispute, each party shall nominate a senior
officer of its management to meet to resolve
the dispute by direct negotiation or mediation.
Should such negotiation or mediation fail to
resolve the dispute, either party may pursue
resolution by arbitration in accordance with
the Construction Industry Arbitration Rules
of the American Arbitration Association;
provided, however, in the event the parties are
unable to reach agreement to arbitrate under
terms acceptable to both parties, either party
may pursue resolution by bringing an action in
the Superior Court of New Jersey, Middlesex
County. Any agreed upon arbitration shall
Page 3 of 6
also be held in Middlesex County, New Jersey.
During the pendency of any dispute, the
parties shall continue diligently to fulfill their
respective obligations hereunder.
ARTICLE 14 - EQUAL EMPLOYMENT
OPPORTUNITY
CONSULTANT affirms its policy to recruit
and hire employees without regard to race,
age, color, religion, sex, sexual
preference /orientation, marital status, citizen
status, national origin or ancestry, presence of
a disability or status as a Veteran of the
Vietnam era or any other legally protected
status. It is CONSULTANT's policy to treat
employees equally with respect to
compensation, advancement, promotions,
transfers and all other terms and conditions of
employment.
ARTICLE 15 - WAIVER
A waiver by either CLIENT or
CONSULTANT of any breach of this
Agreement shall be in writing. Such a waiver
shall not affect the waiving party's rights with
respect to any other or further breach.
ARTICLE 16 - SEVERABILITY
The invalidity, illegality, or unenforceability of
any provision of this Agreement or the
occurrence of any event rendering any portion
or provision of this Agreement void shall in
no way affect the validity or enforceability of
any other portion or provision of this
Agreement. Any void provision shall be
deemed severed from this Agreement, and the
balance of this Agreement shall be construed
and enforced as if it did not contain the
particular portion or provision held to be
void. CLIENT and CONSULTANT further
agree to amend this Agreement to replace any
stricken provision with a valid provision that
comes as close as possible to the intent of the
stricken provision. The provisions of this
Article shall not prevent this entire Agreement
from being void should a provision which is
of the essence of this Agreement be
determined void.
ARTICLE 17 — SUBCONTRACTING
AND STAFFING
CONSULTANT shall not engage
independent consultants, associates, or
subcontractors to assist in the performance of
CONSULTANT's Services without the prior
written consent of CLIENT.
ARTICLE 18 - SUCCESSORS AND
ASSIGNS
CLIENT and CONSULTANT each binds
itself and its successors, executors,
administrators, permitted assigns, legal
representatives, and, in the case of a
partnership, its partners, to the other party to
this Agreement and to the successors,
executors, administrators, permitted assigns,
legal representatives, and partners of such
other party, in respect to all provisions of this
Agreement.
ARTICLE 19 - ASSIGNMENTS
Neither CLIENT nor CONSULTANT shall
assign any rights or duties under this
Agreement without the prior written consent
of the other party.
Page 4 of 6
IN WITNESS WHEREOF, Consultant and Client have executed this Agreement.
Borough of Carteret Nelson \N card Consulting Associates, Inc.
(CLIENT) (CO LT n _ n
p—
By: Rob3'4 T'7xr�TAI pwU
Title L (lj -> Y ch r
Date: (I I1,
By:
Title
Date: �� ���rA
Page 5 of 6
Attachment A— November 3, 2014 through December 31, 2014 Rates
Rachel Weinberger $261.00 per hour
Page 6 of 6
Nelson \Nygaard Consulting Associates, Inc.
Task Order #1
This Task Order #1 is entered as of November 3, 2014 pursuant to the Professional Services Agreement
( "Services Agreemene� effective date November 3, 2014, by and between Nelson \Nygaard Consulting
Associates, Inc., a California corporation, (herein referred to as "CONSULTANT ") and Borough of Carteret,
(herein referred to as "CLIENT") on the following terms and conditions:
1. AUTHORIZATION AND SCOPE OF SERVICES.
Client hereby authorizes, and Consultant agrees to perform, the Services as itemized below in accordance with
the terms and conditions of this Task Order and the Services Agreement. The terms and conditions of the
Services Agreement are incorporated herein by this reference. The terms of this Task Order shall be combined
with the Services Agreement to form the contract for Services as identified herein:
Provide planning support services to the Borough of Carteret in association with the Carteret Ferry Terminal
Project. In particular Nelson \Nygaard staff will attend meetings with NJDOT and other relevant agencies as
determined by the Borough of Carteret. Nelson \Nygaard will provide strategic guidance to the Borough's
counsel and planning staff with regard to State requirements for release of funds set aside for the terminal
project.
2. COMPENSATION.
Consultant shall pay Subconsultant in accordance with the Scope of Services listed in Section 1, an amount not
to exceed $7,500 including all labor and direct costs:
Accepted and Agreed:
For Borough of Carteret
By:
- AobLrl .P,)er evl Esr�•
Title:t�C1'a m /
Date: 11 164
For Nelson \Nygaard Consulting Associates,
Inc.:
By:
Title: 1'
Date:
BOROUGH OF CARTERET
20 COOKE AVENUE
CARTERET NEW JERSEY 07008 6'
01` t
THIS AGREEMENT: made this 2V of August 2014
By and between: Nelson /Nygaard Consulting Associates, Inc,
116 New Montgomery Street
San Francisco, CA 94105
And the Borough of Carteret a municipal Corporation having Its Principal Office at the
Borough Hall, 61 Cooke Avenue, Carteret, New Jersey 07008
As per Resolution Number 14 -18.
THE CONTRACTOR does hereby agree to perform the following: PROFESSIONAL SERVICE CONTRACT
FOR ENGINEERING SERVICES IN CONNECTION WITH THE CARTERET FERRY TERMINAL PROJECT.
NOT TO EXCEED $7,500,00
According to the terms set forth in the Resolution.
THE BOROUGH does hereby agree to pay the Contractor the sum set forth in the Resolution.
IN WITNESS WHEREOF, the parties hereto have hereunder set their hands and seals or caused these
presents to be signed by their proper corporate offices and their corporate seals to be hereto
affixes, the day and year written above.
WITNESSED BY:
Forth CWrallon BYTITLE:
Municipal Clerk