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HomeMy Public PortalAbout177-2013 - Metro - Maze Design - Wolverine IndustriesPROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into this 0 day ofRa"s2013, and referred to as Contract No. 177-2013, by and between the City of Richmond, Indiana, a municipal corporation acting by and through its Board of Parks and Recreation (hereinafter referred to as the "City") and Maze Design, Inc., 124 South 81h Street, Richmond, Indiana, 47374 (hereinafter referred to as the "Contractor"). SECTION I. STATEMENT AND SUBJECT OF WORK City hereby retains Contractor to provide professional construction management services for the rehabilitation of property owned by the City of Richmond and located at 1400-1500 Industries Road, Richmond, Indiana, 47374 (hereinafter referred to as the "Project"). Contractor's proposal dated December 4, 2013, consists of three (3) pages and is attached hereto as Exhibit A and hereby incorporated by reference and made a part of this Agreement. 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. 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 11. 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.177-2013 Page 1 of 6 SECTION III. COMPENSATION City shall pay Contractor a sum not to exceed Thirty Thousand Dollars and Zero Cents ($30,000.00) for the complete and satisfactory performance of the work required hereunder. SECTION IV. TERM OF AGREEMENT This Agreement shall become effective when signed by all parties and shall continue in effect until completion of the project. 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. 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 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 Page 2 of 6 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 A. Worker's Compensation & Disability Requirements B. Employer's Liability C. Comprehensive General Liability Section 1. Bodily Injury Section 2. Property Damage D. Comprehensive Auto Liability Section 1. Bodily Injury Section 2. Property Damage E. Comprehensive Umbrella Liability Limits Statutory $100,000 $1,000,000 each occurrence $2,000,000 aggregate $1,000,000 each occurrence $1,000,000 each person $1,000,000 each occurrence $1,000,000 each occurrence $1,000,000 each occurrence $1,000,000 each aggregate F. Malpractice/Errors & Omissions Insurance $500,000 each occurrence $500,000 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. 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 Page 3 of 6 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. PROHIBITION 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 subcontractor, or any person action on behalf of Contractor or any subcontractor 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 parry 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" THE CITY OF RICHMOND, INDIANA BY AND THROUGH ITS Board of Public Works and Safety LN Vicki Robinson, President By: Dian Lawson, Member MAZE DESIGN, INC. 124 South 8th Street Richmond, IN 47374 Printed: 04 V' o V n4ovsa r-00 Title: r (Cs-` 0 7'1 Date: ' 2 —#—�0 Date APPROVED: Sarah L. Hutton, Mayor Date: i-- z -- 1� 011+ Page 6 of 6 XH1B1T --A- PAGE JLoF . Maze Design, Inc. 124 SQUZti 8111 Street Richmond, IN 47374 (765)462-1300 t;-14niL- ctirinouixt;dcsigniatc.cont Mr. Tony Foster City of Richmond Department of Metropolitan Development Re: Renovation Dana Building 1400 Industries Road Richmond, IN 47374 ENGINEER'S SERVICES AND RESPONSERFLITIES BASIC SERVICES Date: 12/04/2013 The Engineer's Basic Services consist of the Two pleases described as follows. BIDDING OR NEGOTIATION PHASE The Engineer, following the Owner's approval of the Construction Documents and of the latest Statement of Probable Construction Cost, shall assist the Owner in obtaining bids or negotiated proposals, and awarding and preparing contracts for construction. CONSTRUCTION PHASE ADMINISTRATION OF THE CONSTRUCTION CONTRACT 1. The Construction Phase will commenco with the award of the Contract for Construction and, together with the Engineers obligation to provide Basic Services under this Agreement, will terminate when the final payment to the Contractor is due, or in the absence of a final Certificate for Payment or of such clue date, sixty days after the Datc of Substantial Completion of the work, whichever occurs fist. 2. Unless otherwise provided in this Agreement and incorporated in the Contract Documents, the Engineer shall provide administration of the Contract for Construction as set forth below RuMna & Interim DesigaXmginecrutg, Consnvction Managemcnt and in the edition of AIA Document A201, General Conditions of the Contract for Construction, current as of the date of this Agreement. 3. The Engineer shall be a representative of the Owner during the Construction Phase, and shall advise and consult with the Owner. Instructions to the Contractor shall be forwarded through the Engineer. The Engineer shall have authority to act on behalf of the Owner only to the extent provided in the Contract Documents unless otherwise modified by written instrument in accordance with Subparagraph 1.5.15. 4. The Engineer shall visit the site at intervals appropriate to the stage of construction or as otherwise agreed by the Engineer in writing to become generally familiar with the progress and quality of the Work and to determine in general if the Work is proceeding in accordance with the Contract Documents. However, the Lngineer shall not be required to make exhaustive or continuous on -site inspections to check the quality of the work. On the basis of such on -site observations as an engineer, the Engineer shall endeavor to guard the Owner against defects and deficiencies in the Work of the Contractor, The Engineer shall not have control or charge of and shall not be responsible for construction means, methods, teclmiques, sequences, or procedures, or for safety precautions and programs in connection with the Work, for the acts or omissions of the Contractor, Subcontractors, or any other persons performing any of the Work, or for the failure of any of them to carry out the Work in accordance with the Contract Documents. 6. The Engineer shall at all times have access to the Work whenever it is in preparation or MUM. 7. The Engineer shall determine the amounts owing to tine Contractor based on observations at the site and on evaluations of the Contractor's Application for Payment, and shall issue Certificates for Payments in such amounts, as provided in the Contract Documents. 8. The issuance of a Certificate for Payment shall Constitute a representation by the Engineer to the Owner, based on the Engineer's observations at the site and on the data comprising tine Contractor's Application for Payment, that tine Work has progressed to the point indicated; that, to the best of the Engineer's knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents (subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to the results of any subsequent tests required by or performed under tine Contract Documents, to minor deviations from the Contract Documents correctable prior to completion, and to oily specific qualifications stated in the Certificate for Payment); and that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate of Payment shall not be a representation that the Engineer has made any examination to ascertain how and for what purpose the Contractor has used moneys paid on account of the Contract Sum. 9. The Engineer shall be the interpreter of the requirernnents of the Contract Documents and the judge of the performance thereunder by both the Owner and Contractor. The Engineer shall render interpretations necessary for the proper execution or progress of the Work with reasonable promptness on written request of either the Owner or the Contractor, and shall render written decisions within a reasonable time on all claims, disputes, and other matters in question between the Owner and the Contractor relating to tine Contract Documents. 10. Interpretations and decisions of the Engineer shall be consistent with the intent of and reasonably inferable from tine Contract Documents and shall be in written or graphic form. XHIBIT PA{ 0F In the capacity of interpreter and judge, the Engineer shall endeavor to secure faithful performance by both the Owner and the Contractor, small not show partiality to either, and shall not be liable for the result of any interpretation or decision rendered in good faith in such capacity. 11. The Engineer shall have authority to reject work which does not conform to the Contract Documents. Whenever, in the Engineer's reasonable opinion, it is necessary or advisable for the implementation of the intent of the Contract Documents, the Engineer will have authority to require special inspection or testing of the Work in accordance with the provisions of the Contract Documents; whether or not such Work is then fabricated, installed, or completed. 12. The Engineer shall conduct inspections to determine the Dates of Substantial and final completion. 13. The extent of the duties, responsibilities and limitations of authority of the Engineer as the Owner's representative during construction shall not be modified or extended without written consent of the Owner, the Contractor, or the Engineer. BASIS OF COMPENSATION The Owner shall compensate the Engineer for the Scope of Services provided, as follows; AN INITIAL PAYMENT OF Zero Dollars ($ -0- ) shall be made upon execution of this Agreement. BASIC COMPENSATION We based our fee on the following: Construction project cost $2,500,000.00 An overall design fee for a project of this scope would be of 6% to 9%. We have based of fixed fee on the lower sum. 6%= $150,000.00 Bidding, Negotiations and Construction Observation phase would be 20% of the over all fee totaling $30,000.00 Stipulated Sum (" flat fee") of Thirty Thousand Dollars and No Cents ($30,000.00). Sincerely, MAZE DESIGN, INC. David A. Indetstrodt President