HomeMy Public PortalAbout056-2021 - I&D - First Group Engineering, Inc - Professional Engineering Report - Gaar Jackson Road PROFESSIONAL SERVICES AGREEMENT
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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
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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
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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.
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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;
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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.
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,
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
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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.
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