HomeMy Public PortalAbout103-2008 Sanitation - Donohue & Associates - SE basin SSO Survey DesignPROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into this 12th day of _August , 2008 and referred to
as Contract No. 103-2008 by and between the City of Richmond, Indiana, a municipal corporation
acting by and through its Board of Sanitation Commissioners and its Board of Stormwater
Management (hereinafter referred to as the "City") and Donohue and Associates, 101 West Ohio
Street, Suite 820, Indianapolis, Indiana 46204 (hereinafter referred to as the "Consultant").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Consultant to provide professional engineering services for a sanitary sewer
survey and design for sanitary sewer overflows in the Southeast Sewer Basin of the Richmond
Sanitation Department's combined sewer system (the "Project").
A verbal Request for Proposals was made on July 15, 2008 and the response of Consultant to said
Request for Proposals is attached hereto as "Exhibit A", which proposal was made July 24, 2008,
consists of seven (7) pages, and is hereby incorporated by reference and made a part of this
Agreement. Consultant shall perform all services described on "Exhibit A" and Consultant agrees to
abide by 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 Consultant shall furnish all labor, material, equipment, and services necessary for the proper
completion of all services. Consultant shall exercise the same degree of care, skill and diligence in
the performance of its services as is ordinarily possessed and exercised by a member of the same
profession, currently practicing, under similar circumstances. No other warranty, express or implied,
is included in this Agreement or in any drawing, specification, report, opinion or other instrument of
service, in any form or media, produced in connection with the services.
No performance of services shall commence until the City is in receipt of any required
certificates of insurance and until a purchase order has been issued by the Purchasing
Department.
SECTION II. STATUS OF CONSULTANT
Consultant shall be deemed to be an independent Consultant and is not an employee or agent of the
City of Richmond. The Consultant shall provide, at its own expense, competent supervision of its
services.
SECTION III. COMPENSATION
City shall pay Consultant a sum not to exceed Three Hundred Thirty-nine Thousand Dollars and Zero
Cents ($339,000.00), for the performance of all services described. Invoices shall be due and
payable as set forth in Part III of "Exhibit A" attached to this Agreement and made a part hereof.
Contract No. 103-2008
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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 twenty (20) 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 Consultant 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
Consultant 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.
In the event of such termination, the City shall be required to make payment for all services
performed and reimbursable expenses incurred prior to the date this Agreement is terminated.
This Agreement may also be terminated by either the City or the Consultant, in whole or in part, by
mutual agreement setting forth the reasons for such termination, the effective date, and in the case of
partial termination, the portion to be terminated.
Neither City nor Consultant shall be considered in default of this Agreement for delays in
performance caused by circumstances beyond the reasonable control of the nonperforming party.
Consultant shall be granted a reasonable extension of time for any delay in its performance caused by
any such circumstances. Should such circumstances occur, the nonperforming party shall, within a
reasonable time of being prevented from performing, give written notice to the other party describing
the circumstances preventing continued performance and the efforts being made to resume
performance of this Agreement.
SECTION V. INDEMNIFICATION AND INSURANCE
Consultant agrees to obtain insurance and to indemnify the City for any damage or injury to person
or property or judgments to the extent caused by the Consultant's negligent acts, errors or omissions
arising from its performance of its service under his Agreement, either intentionally or negligently;
provided, however, that nothing contained in this Agreement shall be construed as rendering the
Consultant liable for acts of the City, its officers, agents, or employees. Consultant 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 Consultant's operations
under this Agreement, whether such operations by the Consultant or by any sub -Consultants or by
anyone directly or indirectly employed by any of them, or by anyone for whose acts the Consultant
may be held responsible.
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Coverage Limits
A. Worker's Compensation & Statutory
Disability Requirements
B. Comprehensive General Liability
Section 1. Bodily Injury $300,000 each occurrence
$300,000 aggregate
Section 2. Property Damage $100,000 each occurrence
C. Comprehensive Auto Liability
Section 1. Bodily Injury $300,000 each person
$300,000 each occurrence
Section 2. Property Damage $100,000 each occurrence
D. Malpractice/Errors & Omissions Insurance $500,000 per claim
$500,000 each aggregate
SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW
Consultant shall comply with all provisions of the Indiana Worker's Compensation law, and shall,
before commencing performance under this Agreement, provide the City a certificate of insurance, or
a certificate from the industrial board showing that the Consultant has complied with Indiana Code
Sections 22-3-2-5, 22-3-5-1 and 22-3-5-2. If Consultant is an out of state employer and therefore
subject to another state's worker's compensation law, Consultant 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. PROHIBITION AGAINST DISCRIMINATION
A. Pursuant to Indiana Code 22-9-1-10, Consultant, any sub -Consultant, or any person acting on
behalf of Consultant or any sub -Consultant 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 Consultant agrees:
That in the hiring of employees for the performance under this Agreement of any
subcontract hereunder, Consultant, any sub -consultant, or any person acting on behalf
of Consultant or any sub -consultant, 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 Consultant, any sub -consultant, or any person action on behalf of Consultant or
any sub -consultant 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;
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 VIII. 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 Agreement 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, Consultant 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 Consultant may have to
bring such suit in front of other tribunals or in other venues.
Any person executing this Agreement in a representative capacity hereby warrants that he/she has
been duly authorized by his or her principal to execute this Agreement.
In the event of any breach of this Agreement by Consultant, and in addition to any other damages or
remedies, Consultant 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.
City represents that Consultant's use of any documents or other materials provided by City to
Consultant will not infringe upon any third parties' rights and City will indemnify and protect
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Consultant from any infringement claims arising from Consultant's use of such documents or other
materials in the performance of its Services hereunder.
IN WITNESS WHEREOF, the parties have executed this Agreement 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 Sanitation
Commissioners and its Board of Stormwater
Management
BOARD OF SANITATION
COMMISSIONERS
By:_S/S Richard Bodiker
Richard Bodiker, President
Date: August 12, 2008
BOARD OF STORMWATER
MANAGEMENT
By:_S/S Richard Bodiker
Richard Bodiker, President
By:_S/S Gilbert Klose
Gilbert Klose, Member
R-A
Greg Stiens, Member
Date: August 12, 2008
APPROVED:_S/S Sarah L. Hutton
Sarah L. Hutton, Mayor
Date: August 28, 2008
"CONSULTANT"
DONOHUE AND ASSOCIATES
By:_S/S James R. Miller
Printed: ( James R. Miller
Title: —Vice President
Date:_ September 4, 2008
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