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HomeMy Public PortalAbout056-2021 - I&D - First Group Engineering, Inc - Professional Engineering Report - Gaar Jackson Road PROFESSIONAL SERVICES AGREEMENT pa THIS AGREEMENT made and entered into this day of If 1 , 2021, and referred to as India4i a municipal corporation acting Contract No.56 2021,by and between the City of Richmond, a, p rp by and through its Board of Public Works and Safety (hereinafter referred to as the "City") and First Group Engineering Inc., 5925 Lakeside Boulevard, Indianapolis, Indiana, 46278 (hereinafter referred to as the "Contractor"). SECTION I. STATEMENT AND SUBJECT OF WORK City hereby retains Contractor to provide professional services in connection with the completion of preliminary engineering report and completion of the ED-900C form for the Economic Development Administration grant application pertaining to the Gaar Jackson roadway reconstruction undertaking for the City of Richmond Department of Infrastructure and Development (the "Project") as more fully described in Contractor's Proposal. Contractor shall perform all services described in Contractor's proposal, which proposal is dated April 129, 2021, marked as "Exhibit A" and which Exhibit consists of two (2) pages, and which 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. This Agreement shall be controlling over any individual cost proposals,terms, or invoices submitted by Contractor. 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 H. 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.56-2021 Page 1 of 6 SECTION III. COMPENSATION City shall pay Contractor a total amount not exceed Five Thousand Nine Hundred Dollars and Zero Cents ($5,900.00)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 December 31,2021. 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. This Agreement may also be terminated by the City if a force-majeure event occurs and the results or aftereffects of said event causes the performance of this Agreement to become impossible or highly impracticable. Said event or results or aftereffects of said event would include events or effects which the parties to this Agreement could not have anticipated or controlled. Examples of a force-maj eure event, or its results,would include,but would not be limited to, events such as an Act of God, an Act of Nature, an Act of Law, or an Emergency Act of Executive Enforcement of the Federal government, the State of Indiana, or local government. 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 Page 2 of 6 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. 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 occurrence $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. Page3of6 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 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. PROHBITION 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; Page 4 of 6 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; 3. 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. Page 5 of 6 , 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. 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" "CONTRACTOR" THE CITY OF RICHMOND, FIRST GROUP ENGINEERING INC. INDIANA by and through its 5925 Lakeside Boulevard Board of Public Works and Safety Indianapolis,IN 46278 By: VC4; M By: lv/�eze) (49"2 i Robinson,President 6 By: Printed: L 22.n I)Cs- . Cj Emily almer,Member By: Title: t.a ; Matt Evans,Member APPROVED: Date: 3 a} Oa1 a� 1 OW, yor Date: Z Z Page 6 of 6 • AGREEMENT CONSULTANT: First Group Engineering,Inc. CLIENT: City of Richmond 5925 Lakeside Blvd. 50 North 5th Street Indianapolis,IN 46278 Richmond,IN 47374 Project No.: 21-0017 Date: April 12,2021 Project Name: Gaar Jackson Rd.-Roadway Reconstruction and Widening Location: Along Gaar Jackson Rd.from Round Barn Rd.to Salisbury Rd. in the City of Richmond., Wayne County Indiana Scope of Services: Preparation of a Preliminary Engineering Report and assistance with preparation of ED-900C—EDA Application Supplement for Construction Programs—Section C"Preliminary Engineering Report" Fee Arrangements: Lump Sum$5,900.00 Retainer Amounts: N/A Special Conditions: N/A Offered by First Group Engineering,Inc. Accepted by Client EXHIBIT PAGE OF (Signature) (Signature) (Date) Jeffrey L.Brechbill,P.E/Project Manager (Printed Name/Title) (Printed Name/Title) (For) The terms and conditions on the reverse of Execute both copies,return one to this office and retain this form are part of this Agreement. one for your file. EXHIBIT /- PAGE l OF... _. I 1u .,r Terms and Conditions DURATION: Unless otherwise terminated, this Agreement shall remain in force for a period that may reasonably be required for completion of the services described in this Agreement. FEE: It is understood that the fee listed on the previous page of this Agreement,except stated lump sum,is an estimate based upon the Scope of Services to be performed. This fee shall not be exceeded by more than 10% without the Consultant first obtaining the written approval of the Client. Where the fee arrangement is to be on an hourly basis,the hourly rates shall be those that prevail at the time the services are rendered. METHOD OF PAYMENT: The Consultant will submit invoices monthly for services rendered to date and reimbursable expenses. The amount of each invoice shall be due within 30 days of the invoice date. Any unpaid balance beyond the 30 days shall be subject to interest of 1.5% compounded monthly, starting with the first day following the due date. Client agrees to pay all costs of collection,including reasonable attorney fees and legal expenses in the event any invoice is not paid when due. TERMINATION: This Agreement may be terminated by either party upon 30 days written notice in the event of substantial failure to perform in accordance with the terms of this Agreement by the other party through no fault of the terminating party. If this Agreement is so terminated, Consultant shall be paid for all services rendered to the date of termination and all reimbursable expenses. REIMBURSABLE EXPENSES: Reimbursable expenses shall include the actual expense of transportation and subsistence of principals, employees, and consultants when traveling in connection with the project, field office expenses, resident project representatives' subsistence, and transportation,toll telephone calls and telecommunications, reproduction of reports,drawings,specifications and similar project related items. OWNERSHIP OF DOCUMENTS: All documents, including original drawings, estimates, specifications, field notes, and data are and remain the property of the Consultant and may not be used by the Client for any extensions of this project,for new projects,or for any other endeavor without the written consent of the Consultant. INDEMNIFICATION: The Client shall indemnify and hold harmless the Consultant and all of its personnel from and against any and all claims, damages,losses and expenses (including reasonable attorney fees) arising out of or resulting 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 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 the Consultant, the risks have been allocated so that the Client agrees that, to the fullest extent permitted by law, the Consultant'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 Consultant's fee. Such causes include,but are not limited to,the Consultant's negligence,errors,omissions,strict liability,breach of contract,or breach of warranty. APPLICABLE LAW: Unless otherwise specified,this Agreement shall be governed by the Laws of the State of Indiana ASSIGNMENT: Neither party shall assign, or transfer any interest in the Agreement without the prior, express, and written consent of the other. NONSOLICITATION OF EMPLOYEES:The client agrees that,during the course of the completion of the Project and for a period of two years after final completion of the Project,the client will not solicit,contact,or communicate with any employee of First Group Engineering,Inc.for the purpose of inducing such employee to terminate his or her employment with First Group Engineering. LEXHIBiTV A PAGE 2- OF