HomeMy Public PortalAbout084-2011 - City - LPA - Consultant P B Americas - sign invVersion 8-19-09
LPA-CONSULTING CONTRACT
This Contract ("this Contract") is made and entered into effective as ofJIJ)I)'9,2, 20 11 ("Effective
Date") by and between The Cily of Richmond Indiana , acting by and through its proper officials
("LOCAL PUBLIC AGENCY" or "LPA"), and PB Americas, Inc. ("the CONSULTANT"),
[an individual residing in the State of [a corporation/limited liability company
organized under the laws of the State of New York 1.
Des. No.: 1006680
Project Description: The completion of a sign inventory and preparation of required drawings and
documents to receive competitive bids thru INDOT's letting process.
RECITALS
WHEREAS, the LPA has entered into an agreement to utilize federal monies with the Indiana Department
of Transportation ("INDOT") for a transportation or transportation enhancement project ("the Project"),
which Project Coordination Contract is herein attached as Attachment 1 and incorporated as referetice; and
WHEREAS, the LPA wishes to hire the CONSULTANT to provide services toward the Project completion
more fully described in Appendix "A" attached hereto ("Services");
WHEREAS, the CONSULTANT has extensive experience, knowledge and expertise relating to these
Services; and
WHEREAS, the CONSULTANT has expressed a willingness to furnish the Services in connection
therewith.
NOW, THEREFORE, in consideration of the following mutual covenants, the parties hereto mutually
covenant and agree as follows:
The "Recitals" above are hereby made an integral part and specifically incorporated into this Contract.
SECTION I SERVICES BY CONSULTANT. The CONSULTANT will provide the Services and
deliverables described in; Appendix "A" which is herein attached to and made an integral part of this
Contract.
SECTION 11 INFORMATION AND SERVICES TO BE FURNISHED BY THE LPA. The
information and services to be furnished by the LPA are set out in Appendix "B" which is herein attached
to and made an integral part of this Contract.
SECTION III TERM. The term of this Contract shall be from the date of the last signature affixed to
this Contract to the completion of the construction contract which is estimated to be January 2013 . A
schedule for completion of the Services and deliverables is set forth in Appendix "C" which is herein
attached to and made an integral part of this Contract.
SECTION IV COMPENSATION. The LPA shall pay the CONSULTANT for the Services performed
under this Contract as set forth in Appendix "D" which is herein attached to and made an integral part of
this Contract. The maximum amount payable under this Contract shall not exceed $235,600.00 .
SECTION V NOTICE TO PROCEED AND SCHEDULE. The CONSULTANT shall begin the
work to be performed under this Contract only upon receipt of the written notice to proceed from the LPA,
and shall deliver the work to the LPA in accordance with the schedule contained in Appendix "C" which is
herein attached to and made an integral part of this Contract.
Contract: No. 84-2011
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SECTION VI GENERAL PROVISIONS
1. Access to Records. The CONSULTANT and any SUB -CONSULTANTS shall maintain all
books, documents, papers, correspondence, accounting records and other evidence pertaining to the cost
incurred under this Contract, and shall make such materials available at their respective offices at all
reasonable times during the period of this Contract and for five (5) years from the date of final payment
under the terms of this Contract, for inspection or audit by the LPA, INDOT and/or the Federal Highway
Administration ("FHWA') or its authorized representative, and copies thereof shall be furnished free of
charge, if requested by the LPA, INDOT, and/or FHWA. The CONSULTANT agrees that, upon request
by any agency participating in federally -assisted programs with whom the CONSULTANT has contracted
or seeks to contract, the CONSULTANT may release or make available to the agency any working papers
from an audit performed by the LPA, INDOT and/or FHWA of the CONSULTANT and its SUB -
CONSULTANTS in connection with this Contract, including any books, documents, papers, accounting
records and other documentation which support or form the basis for the audit conclusions and judgments.
2. Assignment; Successors.
A. The CONSULTANT binds its successors and assignees. to. all the terms and conditions of this
Contract. The CONSULTANT shall not assign or subcontract the whole or any part of this Contract
without the LPA's prior written consent, except that the CONSULTANT may assign its right to receive
payments to such third parties as the CONSULTANT may desire without the prior written consent of the
LPA, provided that the CONSULTANT gives written notice (including evidence of such assignment) to the
TPA thirty (30) days in advance of any payment so assigned. The assignment shall . cover all unpaid
amounts under this Contract and shall not be made to more than one party.
B. Any substitution of SUB -CONSULTANTS must first be approved and receive written
authorization from the LPA. Any substitution or termination of a Disadvantaged Business Enterprise
("DBE") SUB -CONSULTANT must first be approved and receive written authorization from the LPA and
INDOT's Economic Opportunity Division Director.
3. Audit. The CONSULTANT acknowledges that it may be required to submit to an audit of funds
paid through this Contract. Any such audit shall be conducted in accordance with 48 CFR part 31 and audit
guidelines specified by the State and/or in accordance with audit requirements specified elsewhere in this
Contract.
4. Authority to Sind Consultant. The CONSULTANT warrants that it has the necessary authority
to enter into this Contract. The signatory for the CONSULTANT represents that he/she has been duly
authorized to execute this Contract on .behalf of the CONSULTANT and has obtained all necessary or
applicable approval to make this Contract fully binding upon the CONSULTANT when his/her signature is
affixed hereto.
5. Certification for Federal -Aid Contracts Lobbying Activities.
A. The CONSULTANT certifies, by signing and submitting this Contract, to the best of its
knowledge and belief after diligent inquiry, and other than as disclosed in writing to the LPA prior to or
contemporaneously with the execution and delivery of this Contract by the CONSULTANT, the
CONSULTANT has complied with Section 1352, Title 31, U.S. Code, and specifically, that:
i. No federal appropriated funds have been paid, or will be paid, by or on behalf of the
CONSULTANT to any person for influencing or attempting to influence an officer or employee of
any federal agency, a Member of Congress, an officer or employee of Congress, or an employee of
a Member of Congress in connection with the awarding of any federal contracts, the making of
any federal grant, the making of any federal loan, the entering into of any cooperative agreement,
and the extension, continuation, renewal, amendment, or modification of any federal contract,
grant, loan, or cooperative agreement.
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ii. If any funds other than federal appropriated funds have been paid or will be paid to any
person for influencing or attempting to influence an officer or employee of any Federal agency, a
Member of Congress, an officer or employee of Congress, or an employee of a Member of
Congress in connection with this federal Contract, grant, loan, or cooperative agreement, the
undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report
Lobbying," in accordance with its instructions.
B. The CONSULTANT also agrees by signing this Contract that it shall require that the language of
this certification be included in all lower tier subcontracts, which exceed $ 100,000, and that all such sub -
recipients shall certify and disclose accordingly, Any person who fails to sign or file this required
certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each
failure.
6. Changes in Work. The CONSULTANT shall not commence any additional work or change the
scope of the work until authorized in writing by the LPA. The CONSULTANT shall make no claim for
Additional compensation or time in the absence of a prior written approval and amendment executed by all
signatories hereto. This Contract may be amended, supplemented or modified only by a written document
executed in the same manner as this Contract. The CONSULTANT acknowledges that no claim for
additional compensation or time may be made by implication, oral agreements, actions, inaction, or course
of conduct.
7. Compliance with Laws.
A. The CONSULTANT shall comply with all applicable federal; ' state and local laws, rules,
regulations and ordinances, and all provisions required thereby to be included herein are hereby
incorporated by reference. If the CONSULTANT violates such rules, laws, regulations and ordinances, the
CONSULTANT shall assume full responsibility for such violations and shall bear any and all costs
attributable to the original performance of any correction of such acts. The enactment of any state or
federal statute, or the promulgation of regulations thereunder, after execution of this Contract shall be
reviewed by the LPA and the CONSULTANT to determine whether formal modifications are required to
the provisions of this Contract.
B. The CONSULTANT represents to the LPA that, to the best of the CONSULTANT'S knowledge
and belief after diligent inquiry and other than as disclosed in writing to the LPA prior to or
contemporaneously with the execution and delivery of this Contract by the CONSULTANT:
State of Indiana fictions. The CONSULTANT has no current or outstanding criminal,
civil, or enforcement actions initiated by the State of Indiana pending and agrees that it
will immediately notify the LPA of any such actions. During the terra of such actions,
CONSULTANT agrees that the LPA may delay, withhold, or deny work under any
supplement or amendment, change order or other contractual device issued pursuant to
this Contract.
ii, Professional Licensing Standards. The CONSULTANT, its employees and
SUBCONSULTANTS have complied with and shaII continue to comply with all
applicable licensing standards, certification standards, accrediting standards and any
other laws, rules or regulations governing services to be provided by the CONSULTANT
pursuant to this Contract.
iii. Work Specific Standards. The CONSULTANT and its SUBCONSULTANTS, if any,
have obtained, will obtain and/or will maintain all required permits, licenses, registrations
and approvals, as well as comply with all health, safety, and environmental statutes, rules,
or regulations in the performance of work activities for the LPA.
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iv. Secretary of State Registration. If the CONSULTANT is an entity described in IC Title
23, it is properly registered and owes no outstanding reports with the Indiana Secretary of
State.
V. Debarment and Suspension of CONSULTANT. Neither the CONSULTANT nor its
principals are presently debarred, suspended, proposed for debarment, .declared ineligible,
or voluntarily excluded from entering into this Contract by any federal agency or by any
department, agency or political subdivision of the State and will immediately notify the
LPA of any such actions. The term "principal" for purposes of this Contract means an
officer, director, owner, partner, key employee, or other person with primary
management or supervisory responsibilities, or a person who has a critical influence on or
substantive control over the operations of the CONSULTANT or who has managerial or
supervisory responsibilities for the Services.
vi. Debarment and Suspension of any SUBCONSULTANTS. The CONSULTANT's
SUBCONSULTANTS are not presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from entering into this Contract by any
federal agency or by any department, agency or political. subdivision of the State. The
CONSULTANT shall be solely responsible for any recoupment, penalties or costs that
might arise from the use of a suspended or debarred SUBCONSULTANT. The
CONSULTANT shall immediately notify the LPA and INDOT if any
SUBCONSULTANT becomes debarred or suspended, and shall, at the LPA's request,
take all steps required by the LPA to terminate its contractual relationship with the
SUBCONSULTANT for work to be performed under this Contract.
C. Violations. In addition to any other remedies at law or in equity, upon CONSULTANT'S violation
of any of Section 7(A) through 7(B), the LPA may, at its sole discretion, do any one or more of the
following:
i. terminate this Contract; or
ii. delay, withhold, or deny work under any supplement or amendment, change order or
other contractual device issued pursuant to this Contract.
D. Disputes. If a dispute exists as to the CONSULTANT's liability or guilt in any action initiated by
the LPA, and the LPA decides to delay, withhold, or deny work to the CONSULTANT, the
CONSULTANT may request that it be allowed to continue, or receive work, without delay. The
CONSULTANT must submit, in writing, a request for review to the LPA. A determination by the LPA
under this Section 7.13 shall be final and binding on the parties and not subject to administrative review.
Any payments the LPA may delay, withhold, deny, or apply under this section shall not be subject to
penalty or interest under IC 5-17-5.
8. Condition ofPayment. The CONSULTANT must perform all Services under this Contract to the
LPA's reasonable satisfaction, as determined .at the discretion of the LPA and in accordance with all
applicable federal, state, local laws, ordinances, rules, and regulations. The LPA will not pay for work not
performed to the LPA's reasonable satisfaction, inconsistent with this Contract or performed in violation
of federal, state, or local law (collectively, "deficiencies") until all deficiencies are remedied in a timely
manner.
9. Confidentiality of LPA Information.
A. The CONSULTANT understands and agrees that data, materials, and information disclosed to the
CONSULTANT may contain confidential and protected information. Therefore, the CONSULTANT
covenants that data, material, and information gathered, based upon or disclosed to the CONSULTANT for
the purpose of this Contract, will not be disclosed to others or discussed with third parties without the
LPA's prior written consent.
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B. The parties acknowledge that the Services to be performed by the CONSULTANT for the LPA
under this Contract may require or allow access to data, materials, and information containing Social
Security numbers and maintained by the LPA in its computer system or other records. In addition to the
covenant made above in this section and pursuant to 10 IAC 5-3-1(4), the CONSULTANT and the LPA
agree to comply with the provisions of IC 4-1-10 and IC 4-1-11, If any Social Security number(s) is/are
disclosed by the CONSULTANT, the CONSULTANT agrees to pay the cost of the notice of disclosure of
a breach of the security of the system in addition to any other claims and expenses for which it is liable
under the terms of this Contract.
10. Delays and Extensions. The CONSULTANT agrees that no charges or claim for damages shall
be made by it for any minor delays from any cause whatsoever during the progress of any portion of the
Services specified in this Contract. Such delays, if any, shall be compensated for by an extension of time
for such period as may be determined by the LPA subject to the CONSULTANT's approval, it being
understood, however, that permitting the CONSULTANT to proceed to complete any services, or any part
of them after the date to which the time of completion may have been extended, shall in no way operate as
a waiver on the part of the LPA of any of its rights herein. In the event of substantial delays or extensions,
or change of any kind, not caused by the CONSULTANT, which causes a material change in scope,
character or complexity of work the CONSULTANT is to perform under this Contract, the LPA at its sole
discretion shall determine any adjustments in compensation and in the schedule for completion of the
Services. CONSULTANT must notify the LPA in writing of a material change in the work immediately
after the CONSULTANT first recognizes the material change.
11. Non -Discrimination and DBE ReQuirements.
A. Notice is hereby given to the CONSULTANT and any SUB -CONSULTANT, and both agree, that
failure to carry out the requirements set forth in 49 CFR Sec. 26.13(b) shall constitute a breach of this
Contract and, after notification and failure to promptly cure such breach, may result in termination of this
Contract or such remedy as the LPA deems .appropriate. The referenced section requires the following
assurance to be included in all subsequent contracts between the CONSULTANT and any SUB -
CONSULTANT:
The CONSULTANT or SUB -CONSULTANT shall not discriminate on the basis of race, color,
national origin, or sox in the performance of this Contract. The CONSULTANT shall carry out
applicable requirements of 49 CFR Part 26 in the award and administration of DOT -assisted
contracts. Failure by the CONSULTANT to carry out these requirements is a material breach of
this Contract, which may result in the termination of this Contract or such other remedy, as the
LPA, as the sub -recipient and INDOT, as the recipient, deem appropriate.
B. During the performance of this Contract, the CONSULTANT agrees as follows:
The CONSULTANT shall comply with the Regulations relative to nondiscrimination in
Federally -assisted programs of the Department of Transportation Title 49, Code of
Federal Regulations, Part 21, as they may be amended from time to time, (hereinafter
referred to in this part as the Regulations), which are herein incorporated by reference
and made a part of this Contract.
ii. In the event of the CONSULTANT's noncompliance with the nondiscrimination
provisions of this Contract, the LPA shall impose such sanctions as it, INDOT or the
Federal Highway Administration may determine to be appropriate, including, but not
limited to: (a) withholding of payments to the CONSULTANT under this Contract until
the CONSULTANT complies, and/or (b) cancellation, termination or suspension of this
Contract, in whole or in part.
C. . The CONSULTANT shall make good faith efforts to achieve the DBE percentage goal that may
be included as part of this Contract with. the approved DBE SUB -CONSULTANTS identified on its
Affirmative Action Certification submitted with its Letter of Interest, or with approved amendments. Any
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changes to a DBE firm listed in the Affirmative Action Certification must be requested in writing and
receive prior approval by the LPA and INDOT's Economic Opportunity Division Director. After this
Contract is completed and if a DBE SUB -CONSULTANT has performed services thereon, the
CONSULTANT must complete, and .return, a Disadvantaged Business Enterprise Utilization Affidavit
("DBE-3 Form") to INDOT's Economic Opportunity Division Director. The DBE-3 Form requires
certification by the CONSULTANT AND DBE SUB -CONSULTANT that the committed contract amounts
have been paid and received.
12. Disputes
A. Should any disputes arise with respect to this Contract, the CONSULTANT and the LPA agree to
act promptly and in good faith to resolve such disputes in accordance with this Section 12. Time is of the
essence in the resolution of disputes.
B. 'The CONSULTANT agrees that the existence of a dispute notwithstanding, it will continue
without delay to carry out all of its responsibilities under this Contract that are not affected by the dispute.
Should the CONSULTANT fail to continue to perform its responsibilities regarding all non -disputed work,
without delay, any additional costs (including reasonable attorneys' fees and expenses) incurred by the
LPA or the CONSULTANT as a result of such failure to proceed shall be borne by the CONSULTANT.
C. If a party to this Contract is not satisfied with the progress toward resolving a dispute, the party
must notify the other party of this dissatisfaction in writing. Upon written notice, the parties have ten (10)
business days, unless the parties mutually agree in writing to extend this period, following the written
notification to resolve the dispute. If the dispute is not resolved within ten (10) business days, a dissatisfied
party may submit the dispute in writing to initiate negotiations to resolve the dispute. The LPA may
withhold payments on disputed items pending resolution of the dispute.
13. Drug -Free Workplace Certification.
A. The CONSULTANT hereby covenants and agrees to make a good faith effort to provide and
maintain a drug -free workplace, and that it will give written notice to the LPA within ten (10) days after
receiving actual notice that an employee of the CONSULTANT in the State of Indiana has been convicted
of a criminal drug violation occurring in the CONSULTANT's workplace. False certification or violation
of the certification may result in sanctions including, but not limited to, suspension of Contract payments,
termination of this Contract and/or debarment of contracting opportunities with the LPA.
B. The CONSULTANT certifies and agrees that it will provide a drug -free workplace by:
Publishing and providing to all of its employees a statement notifying their employees
that the unlawful manufacture, distribution, dispensing, possession or use of a controlled
substance is prohibited in the CONSULTANT's workplace and specifying the actions
that will be taken against employees for violations of such prohibition;
ii. Establishing a drug -free awareness program to inform its employees of (1) the dangers of
drug abuse in the workplace; (2) the CONSULTANT's policy of maintaining a drug -free
workplace; (3) any available drug counseling, rehabilitation, and employee assistance
programs; and (4) the penalties that may be imposed upon an employee for drug abuse
violations occurring in the workplace;
iii. Notifying all employees in the statement required by subparagraph 13.B.i above that as a
condition of continued employment, the employee will (1) abide by the terms of the
statement; and (2) notify the CONSULTANT of any criminal drug statute conviction for
a violation occurring in the workplace no later than five (5) days after such conviction;
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iv. Notifying in writing the LPA within ten (10) days after receiving notice from an
employee under subdivision 13.B.iii(2) above, or otherwise receiving actual notice of
such conviction;
V. Within thirty (30) days after receiving notice under subdivision 13.B.iii(2) above of a
conviction, imposing the following sanctions or remedial measures on any employee who
is convicted of drug abuse violations occurring in the workplace. (1) take appropriate
personnel action against the employee, up to and including termination; or (2) require
such employee to satisfactorily participate in a drug abuse assistance or rehabilitation
program approved for such purposes by a Federal, State or local health, law enforcement,
or other appropriate agency; and
vi. Making a good faith effort to maintain a drug -free workplace through the implementation
of subparagraphs 13.B.i through 13.B.v above.
14. Force Majeure. In the event that either party is unable to perform any of its obligations under
this Contract or to enjoy any of its benefits because of fire, natural disaster, acts of God, acts of war,
terrorism, civil disorders, decrees of governmental bodies, strikes, lockouts, labor or supply disruptions or
similar causes beyond the reasonable control of the affected party (hereinafter referred to as a Force
Majeure Event), the party who has been so affected shall immediately give written notice to the other party
of the occurrence of the Force Majeure Event (with a description in reasonable detail oNhe circumstances
causing such Event) and shall do everything reasonably possible to resume performance. Upon receipt of
such written notice, all obligations under this Contract shall be immediately suspended for as long as such
Force Majeure Event continues and provided that the affected party continues to use commercially
reasonable efforts to recommence performance whenever and to whatever extent possible without delay. If
the period of nonperformance exceeds thirty (30) days from the receipt of written notice of the Force
Majeure Event, the party whose ability to perform has not been so affected may, by giving written notice,
terminate this Contract.
15. Governing Laws. This Contract shall be construed in accordance with and governed by the laws
of the State of Indiana and the suit, if any, must be brought in the State of Indiana. The CONSULTANT
consents to the jurisdiction of and to venue in any court of competent jurisdiction in the State of Indiana.
M. Liability. If the CONSULTANT or any of its SUB -CONSULTANTS fail to comply with any
federal requirement which results in the LPA's repayment of federal funds to INDOT the CONSULTANT
shall be responsible to the LPA, for repayment of such costs to the extent such costs are caused by the
CONSULTANT and/or its SUB -CONSULTANTS.
17. Indemnification. The CONSULTANT agrees to iridemnify the LPA, its officials, and employees,
and to hold each of them harmless, from claims and suits including court costs, attorney's fees, and other
expenses caused by any negligent act, error or omission of, or by any recklessness or willful misconduct
by, the CONSULTANT and/or its SUB -CONSULTANTS, if any, under this Contract. The LPA shall not
provide such indemnification to the CONSULTANT.
18. Independent Contractor. Both parties hereto, in the performance of this Contract, shall act in an
individual capacity and not as agents, employees, partners, joint ventures or associates of one another. The
employees or agents of one party shall not be deemed or construed to be the employees or agents of the
other party for any purposes whatsoever. Neither party will assume liability for any injury (including death)
to any persons, or damage to any property, arising out of the acts or omissions of the agents or employees
of the other party. The CONSULTANT shall be responsible for providing all necessary unemployment and
workers' compensation insurance for its employees.
19. Insurance - Liability for Damages.
A. The CONSULTANT shall be responsible for the accuracy of the Services performed under this
Contract and shall promptly make necessary revisions or corrections resulting from its negligence, errors or
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omissions without any additional compensation from the LPA. Acceptance of the Services by the LPA
shall not relieve the CONSULTANT of responsibility for subsequent correction of its negligent act, error or
omission or for clarification of ambiguities. The CONSULTANT shall have no liability for the errors or
deficiencies in designs, drawings, specifications or other services R nnished to the CONSULTANT by the
LPA on which the Consultant has reasonably relied, provided that the foregoing shall not relieve the
CONSULTANT from any liability from the CONSULTANT'S failure to fulfill its obligations under this
Contract, to exercise its professional responsibilities to the LPA, or to notify the LPA of any errors or
deficiencies which the CONSULTANT knew or should have known existed.
B. During construction or any phase of work performed by others based on Services provided by the
CONSULTANT, the CONSULTANT shall confer with the LPA when necessary for the purpose of
interpreting the information, and/or to correct any negligent act, error or omission. The CONSULTANT
shall prepare any plans or data needed to correct the negligent act, error or omission without additional
compensation, even though final payment may have been received by the CONSULTANT. The
CONSULTANT shall give immediate attention to these changes for a minimum of delay to the project.
C. The CONSULTANT shall be responsible for damages including but not limited to direct and
indirect damages incurred by the LPA as a result of any negligent act, error or omission of the
CONSULTANT, and for the LPA's losses or costs to repair or remedy construction. Acceptance of the
Services by the LPA shall not relieve the CONSULTANT of responsibility for subsequent correction.
D. The CONSULTANT shall be required to maintain in full force and effect, insurance as described
below from the date of the first authorization to proceed until the LPA's acceptance of the work product.
The CONSULTANT shall list both the LPA and INDOT as insureds on any policies. The CONSULTANT
must obtain insurance written by insurance companies authorized to transact business in the State of
Indiana and licensed by the Department of Insurance as either admitted or non -admitted insurers.
E. The LPA, its officers and employees assume no responsibility for the adequacy of limits and
coverage in the event of any claims against the CONSULTANT, its officers, employees, sub -consultants or
any agent of any of them, and the obligations of indemnification in Section 17 herein shall survive the
exhaustion of limits of coverage and discontinuance of coverage beyond the term specified, to the fullest
extent of the law.
F. The CONSULTANT shall furnish a certificate of insurance and all endorsements to the LPA prior
to the commencement of this Contract. Any deductible or self -insured retention amount or other similar
obligation under the insurance policies shall be the sole obligation of the CONSULTANT. Failure to
provide insurance as required in this Contract is a material breach of Contract entitling the LPA to
immediately terminate this Contract.
I. Professional Liability Insurance
The CONSULTANT must obtain and carry professional liability insurance as follows: For . the LPA
Prequalification Work Types 1.1, 12.2-12.6 the CONSULTANTS shall provide not less than $250,000.00
professional Iiability insurance per claim and $250.000.00 aggregate for all claims for negligent
performance. For Work Types 2.2, 3.1, 3.2, 4.1, 4.2, 5.5, 5.8, 5.11, 6.1, 7.1, 8.1, 8.2, 9.1, 9.2, 10.1— 10.4,
11.1, 13.1, 14.1 — 14.5, the CONSULTANTS shall carry professional liability insurance in an amount not
less than $1,000,000.00 per claim and $1,000,000.00 aggregate for all claims for negligent performance.
The CONSULTANT shall maintain the coverage for a period ending two (2) years after substantial
completion of construction.
II. Commercial General Liability Insurance
Th6 CONSULTANT must obtain and carry Commercial / General liability insurance as follows: For
INDOT Prequalification Work Types 2.1, 6.1, 7.1, 8.1, 8.2, 9.1, 9.2, 10.1 - 10.4, 11.1, 13.1, 14.1 - 14.5, the
CONSULTANT shall carry $1,000,000.00 per occurrence, $2,000,000.00 general aggregate. Coverage
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shall be on an occurrence form, and include contractual liability. The policy shall be amended to include
the following extensions of coverage:
1. Exclusions relating to the use of explosives, collapse, and underground damage
to property shall be removed.
2. The policy shall provide thirty (30) days notice of cancellation to LPA.
3. The CONSULTANT shall name the LPA as an additional insured_ .
III. Automobile Liability
The CONSULTANT shall obtain automobile liability insurance covering all owned, leased, borrowed,
rented, or non -owned autos used by employees or others on behalf of the CONSULTANT for the conduct
of the CONSULTANT's business, for an amount not less than $1,000,000.00 Combined Single Limit for
Bodily Injury and Property Damage. The term "automobile" shall include private passenger autos, trucks,
and similar type vehicles licensed for use on public highways. The policy shall be amended to include the
following extensions of coverage:
Contractual Liability coverage shall be included.
The policy shall provide thirty (30) days notice of cancellation to the LPA.
The CONSULTANT shall name the LPA as an additional insured.
IV. Watercraft Liability (When Applicable)
I. When necessary to use watercraft for the performance of the CONSULTANT's
Services under the terms of this Contract, either by the CONSULTANT, or any SUB -
CONSULTANT, the CONSULTANT or SUB -CONSULTANT operating the watercraft shall
carry watercraft liability insurance in the amount of $1,000,000 Combined Single Limit for Bodily
Injury and Property Damage, including Protection & Indemnity where applicable. Coverage shall
apply to owned, non -owned, and hired watercraft.
2. If the maritime laws apply to any work to be performed by the CONSULTANT
under the terms of the agreement, the following coverage shall be provided:
a. United States Longshoremen & Harbor workers
b. Maritime Coverage - Jones Act
The policy shall provide thirty (30) days notice of cancellation to the LPA.
4. The CONSULTANT or SUB -CONSULTANT shall name the LPA as an
additional insured.
V. Aircraft Liability (When Applicable)
1. When necessary to use aircraft for the performance of the CONSULTANT's
Services under the terms of this Contract, either by the CONSULTANT or SUB -CONSULTANT,
the CONSULTANT or SUB -CONSULTANT operating the aircraft shall carry aircraft liability
insurance in the amount of $5,000,000 Combined Single Limit for Bodily Injury and Property
Damage, including Passenger Liability. Coverage shall apply to owned, non -owned and hired
aircraft.
The policy shall provide thirty (30) days notice of cancellation to the LPA.
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3. The CONSULTANT or SUB -CONSULTANT shall name the LPA as an
additional insured.
20. Mer er and Modification. This Contract constitutes the entire agreement between the parties.
No understandings, agreements or representations, oral or written, not specified within this Contract will be
valid provisions of this Contact. This Contract may not be modified, supplemented or amended, in any
manner, except by written agreement signed by all necessary parties.
21. Notice to Parties: Any notice, request, consent or communication (collectively a "Notice") under
this Agreement shall be effective only if it is in writing and (a) personally delivered; (b) sent by certified or
registered mail, return receipt requested, postage prepaid; or (c) sent by a nationally recognized overnight
delivery service, with delivery confirmed and costs of delivery being prepaid, addressed as follows:
Notices to the LPA shall be sent to:
Notices to the CONSULTANT shall be sent to
Greg Stiens
Director of Public Works and Engineering
50 North 5th Street
Richmond, IN 47374
Ericka Miller
Parsons Brinckerhoff
300 N. Meridian Street, Suite 1010
Indianapolis, IN 46204
or to such other address or addresses as shall be furnished. in writing by any party to the other party. Unless
the sending party has actual knowledge that a Notice was not received by the intended recipient, a Notice
shall be deemed to have been given as of the date (i) when personally delivered; (ii) three (3) days after the
date deposited with the United States mail properly addressed; or (iii) the next day when delivered during
business hours to overnight delivery service, properly addressed and prior to such delivery service's cut off
time for next day delivery. The parties acknowledge that notices delivered by facsimile or by email shall
not be effective.
22. Order of Precedence; Incorporation by Reference. Any inconsistency or ambiguity in this
Contract shall be resolved by giving precedence in the following order: (1) This Contract and attachments,
(2) RFP document, (3) the CONSULTANT's response to the RFP document, and (4) attachments prepared
by the CONSULTANT. All of the foregoing are incorporated fully by reference.
23. Ownership of Documents and Materials. All documents, records, programs, data, film, tape,
articles, memoranda, and other materials not developed or licensed by the CONSULTANT prior to
execution of this Contract, but specifically developed under this Contract shall be considered "work for
hire" and the CONSULTANT assigns and transfers any ownership claim to the LPA and all such materials
("Work Product) will be the property of the LPA. The CONSULTANT agrees to execute and deliver such
assignments or other documents as may be requested by the LPA. Use of these materials, other than related
to contract performance by the CONSULTANT, without the LPA's prior written consent, is prohibited.
During the performance of this Contract, the CONSULTANT shall be responsible for any loss of or
damage to any of the Work Product developed for or supplied by INDOT and used to develop or assist in
the Services provided herein while any such Work Product is in the possession or control of the
CONSULTANT. Any loss or damage thereto shall be restored at the CONSULTANT's expense. The
CONSULTANT shall provide the LPA full, immediate, and unrestricted access to the Work Product during
the term of this Contract. The CONSULTANT represents, to the best of its knowledge and belief after
diligent inquiry and other than as disclosed in writing prior to or contemporaneously with the execution of
this Contract by the CONSULTANT, that the Work Product does not infringe upon or misappropriate the
intellectual property or other rights of any third party. The CONSULTANT shall not be liable for the use
of its deliverables described in.Appendix "A" on other projects without the express written consent of the
CONSULTANT or as provided in Appendix "A". The LPA acknowledges that it has no claims to any
copyrights not transferred to INDOT under this paragraph.
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24. Payments. All payments shall be made in arrears and in conformance with the LPA's fiscal
policies and procedures.
25. Penalties, Interest and Attorney's Fees. The LPA will in good faith perform its required
obligations hereunder, and does not agree to pay any penalties, liquidated damages, interest, or attorneys
fees, except as required by Indiana law in part, IC 5-17-5,1. C. 34-54-8, and I. C. 34-13-1.
26. Pollution Control Requirements. If this Contract is for $100,000 or more, the CONSULTANT:
Stipulates that any facility to be utilized in performance under or to benefit from this
Contract is not listed on -the Environmental Protection Agency (EPA) List of Violating
Facilities issued pursuant to the requirements of the Clean Air Act, as amended, and the
Federal Water Pollution Control Act, as amended;
ii. Agrees to comply with all of the requirements of section 114 of the Clean Air Act and
section 308 of the Federal Water Pollution Control Act, and all regulations and guidelines
issued thereunder; and
iii. Stipulates that, as a condition of federal aid pursuant to this Contract, it shall notify
INUOT and the Federal Highway Administration of the receipt of any knowledge
indicating that a facility to be utilized in performance under or to benefit from this
Contract is under consideration to be listed on the EPA Listing of Violating Facilities.
27. Seyerabitity. The invalidity of any section, subsection, clause or provision of this Contract shall
not affect the validity of the remaining sections, subsections, clauses or provisions of this Contract.
28. Status of Claims. The CONSULTANT shall give prompt written notice to the LPA any claims
made for damages against the CONSULTANT resulting from Services performed under this Contract and
shall be responsible for keeping the LPA currently advised as to the status of such claims. The
CONSULTANT shall send notice of claims related to work under this Contract to:
29. Sub -consultant Acknowledgement. The CONSULTANT agrees and represents and warrants to
the LPA, that the CONSULTANT will obtain signed Sub -consultant Acknowledgement forms, from all
SUB -CONSULTANTS providing Services under this Contract or to be compensated for Services through
this Contract. The CONSULTANT agrees to provide signed originals of the Sub -consultant
Acknowledgement form(s) to the LPA for approval prior to performance of the Services by any SUB -
CONSULTANT.
30. Substantial Performance. This Contract shall be deemed to be substantially performed only
when fully performed according to its terms and conditions and any modification or Amendment thereof
31. Taxes. The LPA will not be responsible for any taxes levied on the CONSULTANT as a result of
this Contract.
32. Termination for Convenience.
A. The LPA may terminate, in whole or in part, whenever, for any reason, when the LPA determines
that such termination is in its best interests. Termination or partial termination of Services shall be effected
by delivery to the CONSULTANT of a Termination Notice at least fifteen (15) days prior to the
termination effective date, specifying the extent to which performance of Services under such termination
becomes effective. The CONSULTANT shall be compensated for Services properly rendered prior to the
effective date of termination. The LPA will not be liable for Services performed after the effective date of
termination.
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B. If the LPA terminates or partially terminates this Contract for any reason regardless of whether it
is for convenience or for default, then and in such event, all data, reports, drawings, plans, sketches,
sections and models, all specifications, estimates, measurements and data pertaining to the project; prepared
under the terms or in fulfillment of this Contract, shall be delivered within ten (10) days to the LPA. In the
event of the failure by the CONSULTANT to make such delivery upon demand, the CONSULTANT shall
pay to the LPA any damage (including costs and reasonable attorneys' fees and expenses) it may sustain by
reason thereof.
33. Termination for Default.
A. With the provision of twenty (20) days written notice to the CONSULTANT, the LPA may
terminate this Contract in whole or in part if
(i) the CONSULTANT fails to:
I . Correct or cure any breach of this Contract within such time, provided that if such cure is
not reasonably achievable in such time, the CONSULTANT shall have up to ninety (90) days
from such notice to effect such cure if the CONSULTANT promptly commences and diligently
pursues such cure as soon as practicable;
2. Deliver the supplies or perform the Services within the time specified in this Contract or
any amendment or extension;
3. Make progress so as to endanger performance of this Contract; or
4. Perform any of the other provisions of this Contract to be performed by the
CONSULTANT; or
(ii) if any representation or warranty of the CONSULTANT is untrue or inaccurate in any material respect
at the time made or deemed to be made.
B. If the LPA terminates this Contract in whole or in part, it may acquire, under the terms and in the
manner the LPA considers appropriate, supplies or services similar to those terminated, and the
CONSULTANT will be liable to the LPA for any excess costs for those supplies or services. However, the
CONSULTANT shall continue the work not terminated.
C. The LPA shall pay the contract price for completed supplies delivered and Services accepted. The
CONSULTANT and the LPA shall agree on the amount of payment for manufactured materials delivered .
and accepted and for the protection and preservation of the property. Failure to agree will be a dispute
under the Disputes clause (see Section 14). The LPA may. withhold from the agreed upon price for
Services any sum the LPA determine necessary to protect the LPA against loss because of outstanding liens
or claims of former lien holders.
D. The rights and remedies of the LPA in this clause are in addition to any other rights and remedies
provided by law or equity or under this Contract.
E. Default by the LPA. If the CONSULTANT believes the LPA is in default of this Contract, it
shall provide written notice immediately to the LPA describing such default. If the LPA fails to take steps
to correct or cure any material breach of this Contract within sixty (60) days after receipt of such written
notice, the CONSULTANT may cancel and terminate this Contract and institute the appropriate measures
to collect monies due up to and including the date of termination, including reasonable attorney fees and
expenses, provided that if such cure is not reasonably achievable in such time, the LPA shall have up to one
hundred twenty (120) days from such notice to effect such cure if the LPA promptly commences and
diligently pursues such cure as soon as practicable. The CONSULTANT shall be compensated for
Services properly rendered prior to the effective date of such termination. The CONSULTANT agrees that.
it has no right of termination for non -material breaches by the LPA.
34. Waiver of Rights. No rights conferred on either party under this Contract shall be deemed
waived, and no breach of this Contract excused, unless such waiver or excuse is approved in writing and
signed by the party claimed to have waived such right. Neither the LPA's review, approval or acceptance
12
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of, nor payment for, the Services required under this Contract shall be construed to operate as a waiver of
any rights under this Contract or of any cause of action arising out of the performance of this Contract, and
the CONSULTANT shall be and remain liable to the LPA in accordance with applicable law for all
damages to the LPA caused by the CONSULTANT's negligent performance of any of the Services
furnished under this Contract.
35. Work Standards/Conflicts of Interest.
The CONSULTANT shall understand and utilize all relevant INDOT standards including, but not
limited to, the most current version of the Indiana Department of Transportation Design Manual, where
applicable, and other appropriate materials and shall perform all Services in accordance with the standards
of care, skill and diligence required in Appendix "A" or, if not set forth therein, ordinarily exercised by
competent professionals doing work of a similar nature..
36. No Third -Party Beneficiaries.
This Agreement is solely for the benefit of the parties hereto. Other than the indemnity rights under this
Contract, nothing contained in this Agreement is intended or shall be construed to confer upon any person
or entity (other than the parties hereto) any rights, benefits or remedies of any kind or character whatsoever.
[Remainder of Page Intentionally Left Blank]
13
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Non -Collusion.
The undersigned attests, subject to the penalties for perjury, that he/she is the CONSULTANT, or that
he/she is the properly authorized representative, agent, member or officer of the CONSULTANT, that
he/she has not, nor has any other member, employee, representative, agent or officer of the
CONSULTANT, directly or indirectly, to the best of his/her knowledge, entered into or offered to enter
into any combination, collusion or agreement to receive or pay, and that he/she has not received or paid,
any sum of money or other consideration for the execution of this Contract other than that which appears
upon the face of this Contract.
In Witness Whereof, the CONSULTANT and the State of Indiana have, through duly authorized
representatives, entered into this Contract. The parties having read and understand the forgoing terms of
this Contract do by their respective signatures dated below hereby agree to the terms thereof.
CONSULTANT
(Print or type name and title).
Attest:
gnature
,� J aIAP A, W�a ve,-- , AA
(Print or type name and title)
LOCAL PUBLIC AGENCY
Vicki Robinson, President
(Print or type name and title)
Signature
Dian Lawson, Member
(Print or type name and title)
Anthony L. Foster, II Member
(Print or type name and title)
Approved:
Sarah L. Hutton, Mayor
14
Version 8-19-09
APPENDIX "A"
SERVICES TO BE FURNISHED BY CONSULTANT:
In fulfillment of this Contract, the CONSULTANT shall comply with the requirements of
the appropriate regulations and requirements of the Indiana Department of Transportation
and Federal Highway Administration.
The CONSULTANT shall be responsible for performing the following activities:
Situation
The City of Richmond, Indiana has been granted Highway Safety Improvement Program
(HSIP) funding to improve regulatory, warning, guide and street name signs in areas that the
municipality is responsible for. These areas include the corporate limits of Richmond less
alleys, Spring Grove, and the campuses of Earlham College, IU east, and Ivy Tech. Signs
along state highways within Richmond city limits are not included in the scope of this
project. There are approximately 180 miles of city streets to be addressed, as estimated by
the City of Richmond. The CONSULTANT has been selected to complete a sign inventory
and prepare the required drawings and documents for competitive bidding through INDOT's
letting process for the LOCAL PUBLIC AGENCY in Richmond, Indiana.
Objective
The CONSULTANT will be responsible for: the sign inventory, identification of
substandard signs, sign plans for the replacement of up to 2,000 signs, construction
inspection for the replacement of up to 2,000 signs, and implementation of the inventory
database management tool (FAST tool). As a part of this project, the City of Richmond will
also receive a 5-year subscription to 3M's sign database website.
Activity
The CONSULTANT team will perform the following work items:
1. Project Set -Up and Kick -Off Meeting
a. Establish ProjectSolve Website to enable communications
b. Obtain existing GIS and reference data, including accurate GIS centerline,
parcel data, and digital aerial photos
c. Facilitate kick-off meeting, which will take place in the summer of 2011. in
Richmond, Indiana. The meeting will establish:
i. The project area and limits
ii. The expected deliverables
iii. Visual standards for daytime and nighttime assessments
iv. Criteria for selecting replacement signs
v. Key project personnel
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vi. Risks involved in the project
vii. Expected schedule
d. Record and prepare meeting minutes and distribute to key personnel.
Deliverables:
• Meeting minutes
• Project contact list
• Schedule and deliverables list
2. Collection of existing sign data for up to 10,440 signs
a. Conduct the sign inventory and assessment, including collection of the
following attributes:
• GPS Longitude and Latitude (+/- 3 meter) on the axis parallel to
the roadway so that there is correctness in both sequential order and
position relative to the road
• GPS Date — date the GPS Coordinates were captured
• Post ID Unique Identifier — Each post location will be assigned a
numeric identification
• Sign Type — MUTCD designation or custom designation for specialized
signs
• Post Type — Square -tube, round, u-channel, etc.
• Sign Photo — Digital image of each sign will be linked to the data set and
geo-referenced for location
• Sign panel size — Estimated from viewing digital image and current
City standards
• Daytime Assessment — each sign will be rated for physical
conditions corresponding to visual standards agreed upon by the City,
PB and 3M
• Nighttime Assessment — each sign will be assessed for night time
reflectivity and assigned a condition rating using FHWA Comparison
Panel Method
• Location — Street, cross street, corner quadrant (NW, NE, SW, SE, etc.)
• Sign substrate type (Metal, wood, etc. as detennined by viewing digital
image)
b. Post -process all captured data and develop a web -based database. This
database will be in a format that allows for its digitization into working plan
sets. This database will also be formatted for uploading into the City's
existing GIS database.
Assumptions:
• It is assumed that there are no more than 10,440 signs within the
project limits. Inventory and/or assessment of more than 10,440
signs will be considered outside of this contract's scope of work.
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Deliverables:
• Inventory database website, populated with data for up to 10,440 signs
• Database formatted for digitization into working plan sets
• Database formatted for uploading into the City's existing GIS database
3. Develop sign replacement plans at 60% design level
a. Identify up to 2,000 signs from the inventory database for replacement based
on the previously identified criteria
b. Prepare 60% plan sheets as required to replace up to 2,000 signs. The plan
set will include a title sheet, index sheet, general notes and information sheet,
and sign replacement tables.
c. Prepare specifications that the LOCAL PUBLIC AGENCY can use to let the
sign replacement contract work. It is assumed that the replacement work
will be bid out in a single contract.
d. Perform QA/QC on a random sample of 10% of the selected replacement
signs to verify:
i. Constructability of specifications/ FAST tool - checking that the
FAST tool can properly locate the sign and the specs give the
contractor the appropriate data to replace the sign.
ii. That signs are assigned the proper MUTCD code and size
e. Coordinate a post design meeting to review 60% plans and receive client
feedback
Deliverables:
• Preliminary Plan Set (60%)
• Preliminary Specs (60%)
• Design review meeting minutes
4. Prepare final design documents
a. Incorporate client feedback from 60% design review
b. Confirm that plans and specs meet HSIP and State requirements
c. Prepare construction documents, including final specifications
d. Prepare estimate of probable construction cost for signs included in the
replacement plan (up to 2,000 signs)
Deliverables:
Final plan set
Final quantity estimate and cost
Final forms and specifications (sheeting, panels, fabrication, and
installation for future signs)
Educate key LOCAL PUBLIC AGENCY persons in the use of the FAST tool
a. Conduct one class to train LOCAL PUBLIC AGENCY personnel on the use
of the web -based database and FAST tool. Up to 15 people will be
accommodated in this class. The CLIENT will provide the classroom and
A/V equipment necessary for conducting the training.
17
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b. Provide up to forty (40) hours of phone support during the first two years of
the 5-year subscription on the use of the web -based database and FAST tool.
c. Provide a 5-year subscription to 3M's web hosting and maintenance on web -
based database and FAST tool. The 5-year subscription will be paid in full
upon the completion of this project. All website support will be coordinated
directly between the City of Richmond and 3M.
Deliverable
+ 1 FAST tool and associated software for the City's use to track and
record changes to the web -based database as signs are upgraded or
maintained
6. Observe replacement of up to 2,000 priority signs
a. Schedule, conduct, and notify participants, and provide minutes of
preconstruction meetings, progress meetings, and such other job conferences
as required for the timely and acceptable conduct of the job.
b. Respond to contractor questions during bidding and construction.
c. Serve as the LOCAL PUBLIC AGENCY's liaison with the contractor.
d. Check for completeness of certification of the signs delivered to the job site.
e. Prepare and maintain orderly files of correspondence, reports of job
conferences, reproductions of original Contract Documents, including all
addenda, change orders and additional drawings subsequent to the award of
the contract, progress reports and other project related documents.
f Review and monitor the construction schedules prepared by the contractor
for contract compliance.
g. Conduct on -site observation for the LOCAL PUBLIC AGENCY, of the
work in progress, as a basis for determining that the project is proceeding in
accordance with the contract documents:
i. 2 days of construction observation for the first week of construction
ii. 1 day of construction observation for weeks 2-16 of construction
iii. verification that FAST tool database is updated properly during
construction
h. Construction observation will be conducted to confirm that the contractor's
work is:
i. Proceeding according to schedule
ii. Meets current MUTCD standards for placement, height, materials
i. Prepare final punch list to verify that contractor has met project
requirements.
j. Prepare the final Construction record, progressive record; and final estimate
as required by the LOCAL PUBLIC AGENCY.
k. Furnish to the LOCAL PUBLIC AGENCY at monthly intervals, progress
reports of the project, including the contractor's compliance with approved
construction schedule.
1. Prepare monthly progress estimates for periodic partial payments to the
contractor and deliver to the LOCAL PUBLIC AGENCY for review and.
processing. The payments to the contractor will be based on the estimates of
18
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the work performed and materials complete in place in accordance with the
contract.
Exclusions to Activity
• Items not mentioned in the activities listed above
• Land Survey
• CONSULTANT will rely upon the City GIS database for utilitylocation, right-of-
way, and site information. The CONSULTANT is not responsible for the accuracy
of this information.
Resources
• Franco Consulting Engineers (FCE), a subconsultant to PB, will provide oversight of
the sign installation (up to 2,000 signs).
• 3M, a vendor to PB, will provide the sign inventory, FAST tool, and FAST tool
education.
Coordination
All activities will be coordinated through Greg Stiens, Director of Public Works and
Engineering for the City of Richmond, IN (the LOCAL PUBLIC AGENCY), and Ericka
Miller, project manager for THE CONSULTANT.
ProjectSolve, a file -sharing website facilitated by THE CONSULTANT, will be used to
transfer project data and necessary information. All key players will have access.
3M will construct and maintain the sign database website for five years.
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APPENDIX "B"
INFORMATION AND SERVICES TO BE FURNISHED BY THE LPA:
The LPA shall f mx ish the CONSULTANT with the following:
1. Accurate GIS centerline, parcel data, and digital aerial photos
2. Criteria for design and details for signs
3. Standard Specifications and Standard Drawings applicable to the project
4. Access to enter upon public and private lands as required for the CONSULTANT to
perform work under this Contract
5. Meeting space for coordination meetings
6. Traffic safety personnel and equipment as needed should lane closures be necessary
for information gathering in pre -construction phases.
20
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APPENDIX "C"
SCHEDULE:
No work under this Contract shall be performed by the CONSULTANT until the
CONSULTANT receives a written notice to proceed from the LPA.
All work by the CONSULTANT under this Contract shall be completed.and
delivered to the LPA for review and approval within the approximate time periods shown
in the following submission schedule:
1. Kick -Off Meeting - 2 weeks after receiving Notice to Proceed (NTP).
2. CoIlection of existing sign data for up to 10,440 signs — Will be completed within
(8) weeks of the Kick -Off Meeting.
3. Develop sign replacement plans at 60% design level — Will be completed within (10)
weeks of receiving feedback from LOCAL PUBLIC AGENCY on Tasks 1 and 2.
4. Prepare final design documents — Will be ongoing throughout the project.
5. Educate key LOCAL PUBLIC AGENCY persons in the use of the FAST tool ---
Prior to January 2013.
6. Oversee replacement of up to 2,000 priority signs — Prior to January 2013.
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APPENDIX "D" (See Attachment "D" to the INDOTILPA Coordinating
Contract and need to include any Travel reimbursement provisions).
A. Amount of Payment
1. The CONSULTANT shall receive as payment for the work performed under this
Agreement the total fee not to exceed $235,600 unless a modification of the
Agreement is approved in writing by the LOCAL PUBLIC AGENCY and the
Indiana Department of Transportation. .
B. Method of Payment
1. The CONSULTANT shall submit a maximum of one invoice voucher per
calendar month for work covered under this Agreement. The invoice
voucher shall be submitted to the LOCAL PUBLIC AGENCY. The invoice
voucher shall represent the value, to the LOCAL PUBLIC AGENCY, of
the partially completed work as of the date of the voucher. The
CONSULTANT shall attach thereto a summary of each Task, percentage
completed, and prior payments.
2. The LOCAL PUBLIC AGENCY, for and in consideration of the rendering
of the professional services provided for Appendix A, agrees to pay the
CONSULTANT for rendering such services the fees established above in
the following manner:
i. For completed work, and upon receipt of invoices from the
CONSULTANT and approval thereof by the LOCAL PUBLIC
AGENCY but in no event later than 30 days after receipt of said
invoices, payments covering the work performed shall be due and
payable to the CONSULTANT. From the partial payment thus
computed, there shall be deducted all previous partial fee
payments made to the CONSULTANT.
3. In the event of a substantial change in the scope, character, or complexity
of the work on the project, the maximum fee payable and the specified
fee shall be adjusted in accordance with Item 6 (Changes in Work) of the
General Provisions set out in this Agreement.
22
ACORL>>
� CERTIFICATE OF LIABILITY INSURANCEIO/1/2011
DATE {MMIDDIYYYYj
5/25/2011
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
.BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER Lockton Companies, LLC-1 Kansas City
444 W. 47th Street, Suite 900
Kansas City MO 64112-1906
(816) 960-9000
CONTACT
NAME:
PHONE FAX
C o xt • A/C No):
E-MAIL
ADDRESS:
INSURER 5 AFFORDING COVERAGE
NAIC iF
INSURER A: Li bea I n suran ce CoEporation
42404
INSURED PB AMERICAS, INC.
] 319027 ONE PENN PLAZA.
INSURER B :
INSURER C :
INSURER D :
NEW YORK NY 10119
INSURER E :
INSURER F :
COVERAGES PARBR02 PJ CERTIFICATE NUMBER: 11283355 REVISION NUMBER: XXXXXXX
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED -ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
TYPE OF INSURANCE
ADD
INSR
SUBR
WVD
POLICY NUMBER
POLICY EFF
MMIDD/YYYY
POLICY EXP
MMiDD1YYYY
LIMITS
A
GENERAL LIABILITY
X COMMERCIAL GENE BILITY
CLAIMS -MADE OCCUR
X CONTRACTUAL LIAB
GEN'L AGGREGATE LIMIT APPLIES PER;
POLICY X PRO LOG
Y
N
TB7-621-094060-020
11/1/2010
10/1/2011
DAMAGE
SETO R oNT ante
$ 300,000
MED EXP (Any one erson
$ 5,000
PERSONAL & ADV INJURY
$ 2,000,000
GENERAL AGGREGATE
15-000-000.
PRODUCTS - COMP/OP AGG
$ 5,000,000
$
A
AUTOMOBILE
LIABILITY
ANY AUTO
ALL OWNED SCHEDULED
AUTOS AUTOS
X NON -OWNED
HIRED AUTOS AUTOS
Y
N
AS7-621-094060-030
[ 1/1/2010
10/1/2011
COMBINED SINGLE IMI
(Ea accident)
$ 2 ,000,000
X
BODILY INJURY (Per person)
$ XXXXXXx
X
BODILY INJURY Per accident
$ XXXXXXX
X
PROPERTY DAMAGE
$ XXXXXXX
$XXXXXXX
UMBRELLA LIAB
EXCESS LIAB
OCCUR
CLAIMS -MADE
NOT APPLICABLE
I
EACH OCCURRENCE
$ XXXXXXX
AGGREGATE
$ xxxxxxx
DED I I RETENTION$
$
A
A
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY YIN
ANY PROPREMB RIPARTUDEDXECUTiVE ❑
OFF[CERlMEMBEREXCLUDED? r]
(Mandatory in NH)
If DESCdescribe under
RIPTION OF OPERATIONS below
N/A
N
WA7-62D-094060-010 AOS)
WC7-621-094060-040 R& WI
( }
11/1/2010
I1/112010
10/1/2011
10/1/2011
X
TORY LIMIT S
-
ER
E.L. EACH ACCIDENT
$ 1,000,000
E.L. DISEASE - EA EMPLOYEE
$ 1,000,000
E.L. DISEASE - POLICY LIMIT
I $ ] 000,000
DESCRIPTION OF OPERATIONS! LOCATIONS [VEHICLES {Attach ACORD 161, Additional Remarks Schedule, if more space is required)
(PB #35680A); RICHMOND SIGN INVENTORY & REPLACEMENT; CLIENT PROJECT # 1006680. LOCAL PUBLIC AGENCY IS AN ADDITIONAL INSURED
AS RESPECTS TO GENERAL AND AUTO LIABILITY PERTAINING TO PB AMERICAS OPERATIONS, AS REQUIRED BY WRITTEN CONTRACT.
CERTIFICATE HOLDER I CANCELLATION
11283355
THE CITY OF RICHMOND, INDIANA
(LOCAL PUBLIC AGENCY)
50 N. 5TH STREET
RICHMOND IN 47374
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
TIVE
/rAV
ZTA'A
ACORO® CERTIFICATE OF LIABILITY INSURANCE DATE{MMIDDlYYYY)
L..,.� I I/1/2011 5/25/2011
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s).
PRODUCER Lockton Companies, LLC-I Kansas City
444 W. 47th Street, Suite 900
Kansas City MO 64112-1906
(816)960-9000
CONTACT
PHONE FAX
Ext' NC No
MAILo
ADDRESS:
INSURERS AFFORDING COVERAGE
NAIC #
INSURER A: Zurich American Insurance Cornpany
16535
INSURED pB AMERICAS, INC.
INSURER B :
INSURER C :
1326708 ONE PENN PLAZA
NEW YORK NY 10119
INSURER D :
INSURER E :
INSURER F :
COVERAGES PARBR02 P! CERTIFICATE NUMBER: 11283358 REVISION NUMBER: XXXXXXX
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR
LTR
TYPE OF INSURANCE
ADD
R
SUBR
WVD
POLICY NUMBER
POLICY EFF
MMlDDlYYYY
POLICY EXP
MMIDDlYI'YY
LIMITS
GENERAL
LIABILITY
NOT APPLICABLE
EACH OCCURRENCE
DAMAGE TO RENTED
PREMISES (Ea occurrence)
$ XXXXXXX
COMMERCIAL GENE BILITY
_
MED FXP (Any oneperson)
$ xxxxxxx
CLAIMS -MADE OCCUR
-
PERSONAL & ADV INJURY
$ }(xxxxxx
GENERAL AGGREGATE
$ xxxxxxx
GEN'L
AGGREGATE LIMIT APPLIES PER:
PRODUCTS - COMPIOP AGG
$ XXXXXXX .
$
X T LOG
POLICY JE O
AUTOMOBILE
LIABILITY
NOT APPLICABLE
COMBINED -SINGLI! LIMIT
(Ea accident)
$ XXXXXjC
80DILY INJURY (Per person)
$ xxxxxxx
ANY AUTO
ALL OWNED SCHEDULED
AUTOS AUTOS
BODILY INJURY Per accident
$ XXXXX
PROPERTY DAMAGE
$XXXXXXX
NON -OWNED
HIRED AUTOS AUTOS
$ XXXXXXX -
UMBRELLA LIAB
HCLAIMS-MADE
OCCUR
NOT APPLICABLE
EACH OCCURRENCE
$ XXXXXXX
AGGREGATE
$ XXXXXX
CESS LIAB
±DXEID
RETENTION$
$ xxxxxxx
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY Y! N
ANY
OFFICERIMEMBER EXCLUDED? PROPRIETORIPARTNERIEXECUTIVE ElNIA
NOT APPLICABLE
WC A
TORY LIMITS
-
ER
E.L. EACH ACCIDENT
$ _xx XXXX
E.L. DISEASE - EA EMPLOYEE
$ XXXXXXX
(Mandatory in NH)
If yes, describe under
DESCRIPTION OF OPERATIONS below
-
-
E.L. DISEASE - POLICY LIMIT
1 $ XXXXXXX
A
PROFESSIONAL
N
N
EOC 5871036 08
11/1/2010
11/1120.11
$1,000,000 PER CLAIM
LIABILITY
$1,000,000 AGGREGATE
DESCRIPTION OF OPERATIONS LOCATIONS ! VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required)
(PB ##35680A); RICHMOND SIGN INVENTORY & REPLACEMENT; CLIENT PROJECT 41006680,
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
11283358
THE CITY OF RICHMOND, INDIANA
(LOCAL PUBLIC AGENCY)
50 N. 5TH STREET
RICHMOND 1N 47374