HomeMy Public PortalAboutRS&H Inc - Jones Av Study - Oct 2014 RS&H Pro ect No.
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AGREEMENT FOR PROFESSIONAL SERVICES
T GREEM NT FOR PROFESSIONAL SERVICES(this"Agreement")is made as of the 1�
day of CC� ,201 the"Effective Date"), by and between City of Tybee Island,with offices located at 403
Butler Avenue, Tybee Island, Georgia(the"CLIENT"), and RS&H, Inc., formerly REYNOLDS, SMITH AND
HILLS, INC., a Florida corporation with offices located at 10748 Deerwood Park Blvd South, Suite 300,
Jacksonville,Florida 32256("RS&H")(CLIENT and RS&H are collectively referred to as"the Parties").
IN CONSIDERATION of the mutual promises and covenants hereinafter set forth and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged,the Parties hereto agree as
follows:
1. RELATIONSHIP
For all work performed hereunder RS&H is an independent contractor to CLIENT, solely responsible for
the means and methods used in performing services hereunder, and it shall not be deemed an employee, agent,
partner or joint venturer of CLIENT for any purpose.
2. PROVISION OF SERVICES/METHOD OF AUTHORIZATION
2.1 RS&H shall provide those professional services(check appropriate description below):
X As described in Attachment"A,"attached hereto and made a part hereof by reference
(the"Services"); or
As described in separately authorized Work Orders(the"Services").
2.2 Any Work Order, when signed by the Parties, shall be incorporated into and form a part of this
Agreement. Each such Work Order shall contain a Project Description, a detailed Scope of Services, Project
Schedule,Deliverables,Compensation Terms and special provisions or conditions specific to the Services or project
being authorized (the "Project"). In the event of a conflict between this Agreement and any Work Order issued
hereunder,the terms of the Work Order shall govern the provision of the particular Services or Project involved.
2.3 Should CLIENT issue a purchase order or other instrument related to RS&H's Services, it is
understood and agreed that such document is for CLIENT's internal accounting purposes only and shall in no way
modify,add to,or delete any of the terms and conditions of this Agreement. If CLIENT does issue a purchase order
or other similar instrument,it is understood and agreed that RS&H shall indicate the purchase order number on the
invoices sent to CLIENT.
2.4 Since RS&H has no control over the cost of labor, materials, or equipment or over a contractor's
methods of determining prices, or over competitive bidding or market conditions, when requested by CLIENT to
estimate project construction costs, RS&H's opinions of probable costs provided as a service hereunder are to be
made on the basis of its experience and qualifications and represent its judgment as a design professional familiar
with the construction industry; however, RS&H cannot and does not guarantee that proposals, bids, or the
construction costs will not vary from opinions of probable costs prepared by it. If CLIENT wishes greater assurance
as to the construction costs, it shall employ an independent cost estimator at its own expense. Services to modify
approved documents to bring the construction cost within any limitations established by CLIENT will be considered
Additional Services and entitle RS&H to additional compensation which shall be negotiated and mutually agreed
upon by the Parties and set forth in either a Work Order or Supplemental Agreement.
Page 1 of 13 Revised 09/01/2010
2.5 If the Services are to include services during construction, any construction inspection or testing
provided by RS&H is for the purpose of determining the contractor's compliance with the functional provisions of
Project specifications only. RS&H neither guarantees nor insures any contractor's work nor assumes responsibility
for (i) the means, methods or materials used by any contractor, (ii) Project site safety, or (iii) any contractor's
compliance with laws and regulations. CLIENT agrees that, in accordance with generally accepted construction
practices, the construction contractor will be required to assume sole and complete responsibility for Project site
conditions during the course of construction of the Project, including safety of all persons and property, and that
this responsibility shall be continuous and not be limited to normal working hours.
3. ADDITIONAL SE ilk VICES
RS&H shall furnish work beyond the scope of the Services (hereinafter"Additional Services") ONLY if
authorized in writing by the CLIENT. Before such Additional Services shall be rendered, the scope of such
Additional Services and the compensation therefor shall be mutually agreed upon by either written amendment to
this Agreement in the form of a Supplemental Agreement or by an additional or amended Work Order. Additional
Services furnished by RS&H without written authorization by the CLIENT shall be furnished at RS&H's sole risk
and expense.
4. CLIENT'S RESPONSIBILITIES
4.1 CLIENT shall,with reasonable promptness,provide to RS&I1 available information regarding the
requirements for the Services.
4.2 CLIENT shall make all provisions for RS&H to enter upon public and private property as required
for RS&H to perform Services under this Agreement.
4.3 CLIENT shall give prompt written notice to RS&H whenever CLIENT observes or otherwise
becomes aware of any development that affects the scope or timing of RS&H's Services.
5. PERIOD OF SERVICE
5.1 The term of this Agreement shall be from the Effective Date through:;; r. 3/ , 20/£( , unless
sooner terminated as provided in Section 8 hereof,or extended through written agreement signed by the Parties to
this Agreement.
5.2 The Services called for herein shall be completed by RS&H as set out in Attachment "A" or the
applicable Work Order.
6. COMPENSATION AND METHOD OF PAYMENT
6.1 CLIENT shall compensate RS&H for the Services, any approved Additional Services, and
Reimbursable Expenses (as defined below) on the basis set forth in Attachment `B" (entitled Compensation),
attached hereto and made a part hereof by reference, or as set forth in the applicable Work Order, as the case may
be.
6.2 CLIENT shall pay any sales or similar tax levied by any governmental authority on professional or
other services or materials provided under this Agreement.
6.3 RS&H shall invoice CLIENT monthly for all Services rendered and Reimbursable Expenses
incurred pursuant to this Agreement,and each invoice shall be due and payable upon receipt by CLIENT. CLIENT
shall notify RS&H in writing of any disputed amount contained on an invoice within fifteen (15) calendar days
from the date of invoice; otherwise, all charges shall be deemed acceptable and correct.
Page 2 of 13 Revised 09/01/2010
6.4 Compensation due RS&H under this Agreement is due and payable to its corporate offices,whose
address is Reynolds, Smith and Hills, Inc., P.O. Box 4850, Jacksonville, Florida 32201-4850, Attn: Accounting
Department,or at such other location as may be specified by RS&H in writing.
6.5 If CLIENT fails to make any payment due RS&H for Services and Reimbursable Expenses within
thirty(30) days after the date of an invoice therefore,the amounts due RS&H shall accrue interest at the lesser of
one and one-half percent(1.5%)per month or the maximum rate allowed by law from the thirtieth (30th) day. In
addition,RS&H may,after giving seven(7)days written notice to CLIENT,suspend Services under this Agreement
until RS&H has been paid in full all amounts due for Services and Reimbursable Expenses, including all accrued
but unpaid interest,without RS&H incurring liability due to such suspension.
6.6 Reimbursable Expenses are defined as actual expenditures made by RS&H, its employees, or its
consultants in the interest of the Services or Project,including but not limited to:
Transportation and subsistence of Project personnel, consultants' fees, computer and computer aided
drafting and design(CADD) charges, fees paid for securing approval of authorities having jurisdiction of
the Project, toll telephone calls and facsimile charges, reproduction and printing charges of all types for
Project-specific documents,mailing and shipping charges,equipment and laboratory use fees,photography,
model materials, and all other materials and expendable supplies directly used with respect to the Project.
7. AUTHORIZED REPRESENTATIVE
7.1 RS&H's Authorized Representative for this Project is the Project Manager as designated on
Attachment "A" or applicable Work Order. All matters and correspondence pertaining to the Project, including
submittal of monthly invoices,will be through RS&H's Project Manager.
7.2 Upon execution of this Agreement, CLIENT will designate CLIENT's Authorized Representative
for the Project and convey the name of CLIENT's Authorized Representative to RS&H in writing. CLIENT's
Authorized Representative shall act on behalf of CLIENT on all matters pertaining to this Project. All matters and
correspondence to CLIENT pertaining to the Project will be addressed through CLIENT's Authorized
Representative.
7.3 CLIENT's Authorized Representative shall not be changed without prior written notice to RS&H.
8. TIE I"MENATION/SUSPENSION
8.1 This Agreement may be terminated without cause by either party upon fourteen(14) days written
notice. In the event of termination,RS&H shall be compensated,as provided herein,for Services performed through
the effective date of such written notice of termination, together with Reimbursable Expenses due and for all
expenses directly attributable to termination. If the City cancels the contract within the 14 day notice,parties agree
work products developed to that point will be submitted to the City.
8.2 If the Project is suspended for more than thirty(30)consecutive days,RS&H shall be compensated,
as provided herein, for Services performed through receipt of written notice of such suspension, together with
Reimbursable Expenses then due. When the Project is resumed,RS&H's compensation shall be equitably adjusted
to provide for expenses incurred in the interruption and resumption of RS&H's Services.
9. RS&H'S RETENTION AND ACCESS TO RECORDS
RS&H shall maintain for a period of at least seven(7)years following completion of the Services all the
documents, deliverables, records (including cost records), design calculations, notes and emails related to the
Project or RS&H's performance hereunder. Upon CLIENT's written request, RS&H shall provide a copy of the
requested records at actual cost of duplication to RS&H.
Page 3 of 13 Revised 09/01/2010
10. USE OF DOCUMENTS AND ELECT I ONIC DELIVERABLES
10.1 All documents prepared by RS&H are instruments of service in which RS&H shall retain an
ownership and property interest(including the right of reuse at the discretion of RS&H).
10.2 Any modification of the Deliverables hereunder or their reuse on another project by CLIENT
without the approval of RS&H shall be at CLIENT'S sole risk and without liability to RS&H.
10.3. Files in electronic format that are furnished by one Party to the other are furnished only for
convenience and not for reliance by the receiving party,unless otherwise agreed in writing.
11. INDEMNIFICATION
11.1 RS&H shall indemnify and hold CLIENT and its directors, officers and employees harmless from
any and all damages, liabilities, suits, actions, claims, demands and judgments to the extent resulting from any
negligent acts,errors or omissions or breach of contract of RS&H or its subconsultants relative to this Agreement.
12. INSURANCE
12.1 RS&H shall maintain,to the extent reasonably available,the following insurance coverage during
the performance of its Services under this Agreement:
Workers' Compensation Statutory
Employer's Liability(Including Longshore and Harbor Workers Act $1M
Coverage,if applicable) $1M
$1M
Commercial General Liability(including contractual and fire damage)
General Aggregate $2M
Products-Comp/OP Aggregate) $2M
Personal and Advertising Injury $1M
Each Occurrence $1M
Medical Expenses per person $10,000
Automobile Liability(any auto,hired autos and non-owned autos) $1M CSL
Bodily Injury and Property Damage
Professional Liability Insurance(including errors and omissions and
Expanded Pollution Coverage)
Per Claim $5M
Aggregate $10M
Umbrella/Excess Insurance $9M
12.2 RS&H shall provide the CLIENT with a Certificate of Insurance indicating that the above-
described coverages are in effect,if requested.
13. CONTROLLING LAW/DISPUTE COSTS
13.1 This Agreement,the rights and obligations of the Parties hereto,and any claims or disputes relating
thereto shall be governed by, interpreted,construed and enforced in accordance with the laws of the state in which
the Project is located.
Page 4 of 13 Revised 09/01/2010
13.2 In the event a dispute shall arise under or about this Agreement,then the prevailing party(defined
as the one recovering or defending more than 50%of the claim)shall be entitled to recover from the non-prevailing
party all costs,expenses and reasonable attorneys' fees which may be incurred on account of such dispute.
14. SUCCESSORS AND ASSIGNS
14.1 This Agreement shall be binding upon CLIENT and RS&H and their respective partners,
successors,heirs, assigns and legal representatives.
14.2 Neither Party shall assign or transfer any rights under or interest in this Agreement without the
prior written consent of the other Party. Unless specifically stated to the contrary in any written consent to an
assignment, no assignment will release or discharge the assignor from any duty or responsibility under this
Agreement.
15. PRIVILEGED INFORMATION
15.1 RS&H agrees to keep confidential and not to disclose to any person or entity, other than RS&H's
employees, subconsultants and the general contractor and subcontractors, if appropriate, any data and information
not previously known to and generated by RS&H or furnished to RS&H and marked "Confidential" by CLIENT.
These provisions shall not apply to information in whatever form that comes into the public domain, nor shall it
restrict RS&H from giving notices required by law or complying with an order to provide information or data when
such order is issued by a court,administrative agency or other authority with proper jurisdiction,or if it is reasonably
necessary for RS&H to defend itself from any suit or claim.
15.2 RS&H agrees that it shall make no statements,press releases or publicity releases concerning this
Agreement or its subject matter or otherwise disclose or permit to be disclosed any of the data or other information
obtained or furnished in compliance with this Agreement, or any particulars thereof, during the period of this
Agreement,without first notifying CLIENT and securing its consent in writing.
16. NONDISCRIMINATION
RS&H agrees to comply with all local, state,and Federal laws and ordinances regarding discrimination in
employment against any individual on the basis of race, color, religion, sex, national origin, physical or mental
impairment,or age.
17. CONTINGENCY FEES
RS&H warrants that it has not employed or retained any company or person other than a bona fide employee
working solely for RS&H to solicit or secure this Agreement,and that it has not paid or agreed to pay any person,
company, corporation, individual, or firm, other than a bona fide employee working solely for RS&H any fee,
commission,percentage,gift or any other consideration contingent upon or resulting from the award or making of
this Agreement.
18. FORCE MAJEURE
Should Services be delayed at any time during the period of this Agreement due to changes ordered in the
Services by CLIENT,by labor disputes,fire,unusual delay in deliveries,abnormal adverse weather conditions not
reasonably anticipatable, unavoidable casualties or any causes beyond RS&H's control, or by other causes which
the CLIENT determines may justify the delay,then an extension for performance of this Agreement may be granted
to RS&H by CLIENT through written mutual agreement.
Page 5 of 13 Revised 09/01/2010
19. STANDARD OF PE I"IFORMANCE
Services provided by RS&H under this Agreement shall be performed in a manner consistent with that
degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar
circumstances in the same geographic location. RS&H will promptly correct without additional compensation those
Services not meeting this standard.
20. NOTICES
Any and all notices required or authorized to be given pursuant to this Agreement shall be given in writing
and either hand-delivered,sent by overnight courier service or sent by certified or registered mail,postage prepaid,
and return receipt requested,as follows:
If to CLIENT:
City of Tybee Island
403 Butler Avenue
Tybee Island, GA 31328
If to RS&H: RS&H, INC.
10748 Deerwood Park Boulevard South
Jacksonville,Florida 32256
Attention: T x-rc ors 74
with a copy to:
RS&H, INC.
10748 Deerwood Park Boulevard South
Jacksonville,Florida 32256
Attention: Legal Department
21. ENTIRE AGREEMENT
This Agreement, together with any separately authorized Work Order issued hereunder, constitutes the
entire and integrated Agreement between CLIENT and RS&H and supersedes all prior negotiations,representations
or agreements,either written or oral. This Agreement may only be amended, supplemented,modified or canceled
by written instrument signed by an authorized representative of each party.
22. SEVERABII.M
If any provision of this Agreement or any application thereof to any person or circumstance shall, to any
extent,be invalid,the remainder of this Agreement or the application of such provision to persons or circumstances
other than those as to which it is held invalid shall not be affected thereby and each provision of this Agreement
shall be valid and enforced to the fullest extent permitted by law.
23. COUNTER_PARTS
This Agreement may be executed in two or more counterparts, each of which may be executed by one or
more of the Parties hereto,but all of which,when delivered and taken together, shall constitute but one Agreement
binding upon all of the Parties hereto.
Page 6 of 13 Revised 09/01/2010
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly
authorized representatives,under seal,as of the day and year first above written.
CLThENT RS&H
;L$£C RS&H, Inc.,formerly REYNOLDS, SMITH AND
HILLS,INC.
By:CD
I
By:
Print(ame: �( SB.t •gL—e-Lrcr 4
Print Name: T•j'f e /477 y
Title: 141A-1/�,t
Title: Urc /g•eJ- ��f
ATTEST: ATTEST:
By: \Y Lam-+- By: j] %J/ /
/ / ,, i / , - :.•'-. _ ►' I I • e/d/JCI�''�/l Y�_- !�
Print Name: �/fA. e? �V,- .' `: orporate Secretary
Title: L/e I -k . Secretary
[CORPORATE SEAL] [CORPORATE SEAL]
'1Y ��„��Q,�a-o 7 {Q4__,
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Page 7 of 13 Revised 09/01/2010
ATTACHMENT A
Task 1: Janes AYenane Rudy Traffic Cakning windl Fred esrrrrojav Rudy
Study Area: (see map on page 3)
Jones Avenue beginning at the intersection of Chatham Avenue extending approximately 1.5 miles north
to US 80. A separate assessment at 7th and 8th Streets will also be completed to assess pedestrian
accessibility and safety.
Perceived issues:
• Speeding traffic along Jones Avenue due to topography and alignment of the street(straight and
flat with no visual barriers)
• Narrow lanes will not be able to accommodate two standard travel lanes with pedestrian
facilities; separate pedestrian facilities will be required outside existing edge of pavement.
• Power poles are located a varying distances from edge of pavement (approximately 5—6 feet)
• Designated on street parking is not provided and not desired.
• Three new four-way stop signs were installed over the past 2 months at 6th, 12th and 14th streets
to attempt to slow traffic. There are some concerns about perceived delay for emergency
response vehicles traveling through this corridor.
• There is heavy vegetation along corridor that reduces visibility is select locations.
• Jones Avenue will be repaved this winter so a solution is desirable ahead of this improvement
Potential Sah.tlons Discussed:
• Construction of a 5 foot sidewalk on the east side of Jones Avenue only that would abut flush
with existing roadway travel lane.
o Use of vegetation (i.e. Palms) planted along road edge to slow traffic
o Evaluation of funding options including the Safe Routes to School program
Proposed)Saab-Tasks:
1.1 Conduct Speed Study and Engineering Inspection
RS&H proposes to complete a speed study evaluation following the standard practice and
methodologies of the Institute of Transportation Engineers(ITE). Traffic volumes and speeds
are proposed to be collected in two locations along Jones Avenue using mechanical hose/tube
counters. RS&H proposes to utilize the services of All Traffic Data, Inc. (ATD)for this work. The
counters will be non-intrusive to vehicles and pedestrians and will likely be in place for three
days. Upon completion of the counting process,the data will be brought back to ATD's office
for processing and quality control before it is submitted to RS&H.
RS&H staff will also perform a safety evaluation of the corridor by reviewing historic crash
reports provided by the Town's Public Safety Office for the most recent 1—3 years. Crashes
involving pedestrians will be noted.
RS&H staff will also perform an engineering evaluation of the corridor to identify potential
issues and constraints that could potentially impact the construction of traffic calming devices
with a separate sidewalk feasibility analysis. Field notes will be taken to assist with
development of a pre-concept map that will detail the proposed improvements. This map will
also include the location(s)of pedestrian (sidewalk)facilities.
1.2 Analyze Speed Study Data and Document Results
Upon receipt of the speed and volume data results from ATD, RS&H will review and analyze the
data using methodology prescribed in the Institute of Transportation Engineers (ITE) Manual of
Transportation Engineering Studies. For vehicle speed,the standard threshold commonly
utilized is the 85th percentile speed,which is the speed at which 85 percent of the free-flowing
vehicles are traveling at or below.
If additional roadways will need to be analyzed for implementation of potential traffic calming
measures, RS&H will present an overview of prioritization and ranking systems utilized by other
jurisdictions. This may help to allocate limited funding to the roadway locations most in need.
1.3 Development of Recommendations Based upon Menu of Potential Traffic Calming Measures
Should the results of the speed and volume studies indicate speeding issues along Jones Avenue,
RS&H will summarize, document and present a menu of commonly utilized traffic calming
devices. This traffic calming"primer"will include the pros, cons and costs associated with each
traffic calming measure to provide information for Tybee Island staff and elected officials to
determine a preferred solution(s).
The potential options will also include the addition of pedestrian (sidewalk)facilities along Jones
Avenue and 8th Street. The pedestrian (sidewalk)facilities will be depicted on an aerial
photography map and will detail corridor features, such as parcel lines and ROW boundaries.
These corridor features will be provided by the Town in CADD or GIS format. One (1) pre-
concept map alternative will be provided. Based on the Pre-concept map and the traffic calming
recommendations, a pre-concept cost estimates will also be developed based on current GDOT
pay item unit costs. If needed, RS&H will also contact the Power Company to verify existing
power pole locations. Any potential utility conflicts will be included on the pre-concept map.
1.4 Attend City Council.Committee and/or Public Meetings
RS&H proposes to meet with the City up to three times during the evaluation. The meetings for
Tasks 1 and 2 will be conducted simultaneously:
• Meeting 1-Kick-off: This meeting is proposed to include the RS&H team and
Tybee Island Staff, including the City Manager, planning staff,and
representatives from emergency services. The meeting agenda will cover the
proposed project methodology, data needs, project deliverables and schedule.
• Meeting 2-Presentation of Results and Potential Traffic Calming Measures:
This meeting will include a presentation of the speed and volume study results,
and if a speeding issue is identified, a summary of potential traffic calming
measures that could be implemented. Following the presentation, a work shop
is proposed to include discussion of the potential measures best suited for Jones
Avenue. Proposed pedestrian enhancements will also be presented at this
meeting on pre-concept map with associated cost estimates.
• Meeting 3—Presentation of Final Recommendations: If needed and requested,
RS&H will present final recommendations based upon the technical results as
well as input gathered during the Meeting 2 work shop.
Jones Avenue Study Area
Tybee Island, GA
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Schedule: Estimate 3 months*
*Utility survey if requested will add several months to schedule, which is beyond the control of RS&H
Budget: Exhibit 1
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