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STANTEC CONTRACT
MASTER SERVICES AGREEMENT
This agreement ("Agreement"), with an effective date of�, 2017, is by and between Board of Public
Works, City of South Bend, Indiana ("CLIENT") and Stantec Consulting Services Inc. ("CONSULTANT").
In consideration of the mutual covenants and promises contained herein, the parties agree as follows:
SCOPE OF SERVICES
1.1 The services to be performed by CONSULTANT under this Agreement ("Services") shall be set
forth in individual task orders using the general format set forth in Attachment A ("Task Order"), attached
hereto and incorporated herein by reference.
2 TASK ORDER PROCESS
2.1 Upon the request of CLIENT, CONSULTANT shall prepare a Task Order containing an
identification of the project ("Project"), description of the Services, compensation to be paid to
CONSULTANT for the performance of the Services ("Compensation"), and a proposed schedule for the
performance ("Project Schedule") for the Services.
2.2 Upon mutual agreement of the parties, the Task Order shall be finalized and executed by the parties.
The effective date of the task order will be as set forth in the individual Task Order.
2.3 Changes to the Task Order shall be made in writing and signed by both parties.
3 INVOICING AND PAYMENT
3.1 CONSULTANT shall submit its standard monthly invoice describing the Services
performed and expenses incurred during the preceding month. CLIENT shall make payment of all
undisputed portions of such invoice and provide written justification for the withholding of any
disputed portions to CONSULTANT within thirty (30) calendar days from the date of
CONSULTANT's monthly invoice.
3.2 Payment of all Compensation due CONSULTANT pursuant to this Agreement shall be a
condition precedent to CLIENT's use or reliance upon any of CONSULTANT's professional
services or work products furnished under this Agreement.
4 PERIOD OF PERFORMANCE
4.1 This Agreement shall have an effective date as set forth above and shall remain in effect until
December 31, 2018 unless terminated earlier pursuant to this Agreement.
4.2 The period of performance for the Services under each Task Order shall be as set forth in the
applicable Task Order.
4.3 In the event of the expiration or partial termination of this Agreement, CONSULTANT shall, unless
otherwise directed by CLIENT, complete its performance of any outstanding Task Orders then pending in
accordance with the terms and conditions of such Task Order(s) as may be further amended and this
Agreement. In such case, the specifications, terms and conditions of the Task Order(s) and this Agreement
shall be deemed to have survived the expiration of this Agreement with respect to such Task Order(s) until
such time as the Task Order(s) are completed.
5 CLIENT'S RESPONSIBILITIES
5.1 CLIENT shall designate a person to act as CLIENT's representative with respect to this Agreement
Such person will have complete authority to transmit instructions, receive information and interpret and
define CLIENT's policies and decisions.
5.2 CLIENT shall furnish to CONSULTANT all applicable information and technical data in CLIENT's
possession or control reasonably required for the proper performance of the Services. CLIENT shall also
disclose to CONSULTANT hazards at the Project site ("Site") which pose a significant threat to human
health or the environment. CONSULTANT shall be entitled to reasonably rely upon the information and
data provided by CLIENT or obtained from generally accepted sources within the industry without
independent verification except to the extent such verification is expressly included in the scope of Services.
5.3 CLIENT shall examine all studies, reports, sketches, drawings, specifications, and other documents
presented by CONSULTANT, seek Iegal advice, the advice of an insurance counselor, or other consultant(s),
as CLIENT deems appropriate for such examination. If any document requires CLIENT to approve,
comment, or to provide any decision or direction, such approval, comment, decision or direction shall be
provided within a reasonable time within the context of the schedule for the Services ("Project Schedule").
5.4 CLIENT shall arrange for access to and make all provisions for CONSULTANT to enter upon public
and private property as required for CONSULTANT to properly perform the Services.
5.5 CLIENT shall obtain, where applicable, the following:
5.5.1 All published advertisements for bids;
5.5.2 All permits and licenses that may be required of CLIENT by local, state, or federal authorities;
5.5.3 All necessary land, easements, and rights -of -way; and
5.5.4 All items and services not specifically covered by the terms and conditions of this Agreement.
5.5.5 CLIENT shall pay for any costs associated with the above items.
CONSULTANT'S RESPONSIBILITIES
6.1 CONSULTANT shall designate a project manager for the performance of the Services
6.2 CONSULTANT shall perform the Services as an independent contractor and not as CLIENT's agent
or employee. CONSULTANT shall be solely responsible for the compensation, benefits, contributions and
taxes, if any, of its employees and agents.
6.3 The standard of care applicable to CONSULTANT's Services will be the degree of skill and
diligence normally employed by professional consultants performing the same or similar services at the time
and location said Services are performed.
6.4 CONSULTANT may, during the course of its Services, prepare opinions of the probable cost of
construction. CLIENT acknowledges, however, that CONSULTANT has no control over costs of labor,
materials, competitive bidding environments and procedures, unknown field conditions, financial and/or
market conditions or other factors affecting the cost of the construction and the operation of the facilities, all
of which are beyond CONSULTANT's control and are unavoidably in a state of change. CLIENT therefore
acknowledges that CONSULTANT cannot and does not make any warranty, promise, or representation,
either express or implied, that proposals, bids, opinions of probable construction costs, or cost of operation or
maintenance will not vary substantially from its probable cost estimates.
6.5 When CONSULTANT provides on -site monitoring personnel during construction as part of its
Services, the on -site monitoring personnel will notify CLIENT of any observed defects in the Work; will
otherwise make reasonable efforts to guard CLIENT against defects and deficiencies in the work of the
contractor(s) and will help to determine if the provisions of the contract documents are being fulfilled.
Providing on -site monitoring personnel will not, however, cause CONSULTANT to be responsible for those
duties and responsibilities which belong to the construction contractor, and which include, but are not limited
to, full responsibility for the means, methods, techniques, sequences and progress of construction, and the
health and safety precautions incidental thereto, and for performing the construction in accordance with the
contract documents.
6.6 In addition to or in lieu of on -site personnel, CONSULTANT's off -site staff may periodically visit
the Project site as part of its Services. Such periodic visits and any observations made by CONSULTANT
during such periodic visits shall not make CONSULTANT responsible for, nor relieve the construction
contractor of the sole responsibility for all construction means, methods, techniques, sequences, and
progress of construction, and the health and safety precautions incidental thereto, and for performing the
construction in accordance with the contract documents.
7 CHANGE ORDERS
7.1 CLIENT or CONSULTANT may, from time to time, request modifications or changes in the
Services. To the extent that the Services to be performed by CONSULTANT have been affected by such
change, CONSULTANT's Compensation and Project Schedule shall be equitably adjusted. All changes shall
be set forth in a written Change Order in the form of Attachment B, incorporated herein by reference, and
executed by both parties.
8 FORCE MAJEURE
8.1 Neither party shall be responsible for a delay in its performance under this Agreement, other than a
delay in payment for Services already performed, if such delay is caused by extraordinary weather conditions
or other natural catastrophes war, terrorism, riots, strikes, lockouts or other industrial disturbances, acts of
any governmental agencies or other events beyond the reasonable control of the claiming party.
CONSULTANT shall be entitled to an equitable adjustment to the Compensation and the Project Schedule as
a result of any such delay.
9 CONFIDENTIALITY
9.1 CONSULTANT shall treat as confidential and proprietary all information and data delivered to it by
CLIENT ("Confidential Information"). Confidential Information shall not be disclosed to any third party,
other than CONSULTANT's subcontractors or subconsultants, during or subsequent to the term of this
Agreement. Nothing contained herein shall preclude CONSULTANT from disclosing information or data:
(i) in the public domain without breach of this Agreement; (ii) developed independently by CONSULTANT;
or (iii) where disclosure or submission to any governmental authority is required by applicable statutes,
ordinances, codes, regulations, consent decrees, orders, judgements, rules, and all other requirements of any
and all governmental or judicial entities that have jurisdiction over the Services ("Law"), but only after
written notice has been received by CLIENT.
10 RIGHTS IN DATA
10.1 All right, title and interest in and to the work products provided by CONSULTANT to CLIENT shall
be the property of CLIENT ("Work Product"). Methodologies, process know-how and other instruments of
service used to prepare the Work Product shall remain the property of CONSULTANT. Any modification or
reuse of the Work Product without written verification or adaptation by CONSULTANT for the specific
purpose intended will be at CLIENT's sole risk and without liability or legal exposure to CONSULTANT or
to CONSULTANT'S subcontractors and subconsultants.
11 INSURANCE
11.1 CONSULTANT will furnish to CLIENT copies of insurance certificates evidencing that it maintains
the following coverage's while performing Services, subject to the terms and conditions of the policies:
TYPE
AMOUNT
Workers Compensation
Statutory
Employers' Liability
$1,000,000 policy limit
Commercial General Liability
$1,000,000
Automobile Liability
$1,000,000
Professional Liability
$1,000,000
11.2 CONSULTANT will furnish CLIENT with certificates of insurance verifying the above referenced
coverages and stating that the insurance carrier will provide CLIENT with thirty days prior written notice of
insurance cancellation or reduction below the above listed requirements. A Waiver of Subrogation is required
for Workers Compensation. CONSULTANT shall list CLIENT as an additional insured on the Commercial
General Liability and the Automobile Liability insurance..
12 INDEMNITY
12.1 CONSULTANT agrees to indemnify CLIENT, its officers, directors and employees, from loss or
damage for bodily injury or property damage, ("Claims"), to the extent caused by the negligence of
CONSULTANT in the performance of the Services. This obligation to indemnify CLIENT shall not impose
any obligation on CONSULTANT that exceeds the Limitation of Liability provisions set forth below.
12.2 IN NO EVENT SHALL CONSULTANT BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO
LOST PROFITS OR INTERRUPTION OF BUSINESS) ARISING OUT OF OR RELATED TO THE
SERVICES PROVIDED UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
13 LIMTATION OF LIABILITY
13.1 IN RECOGNITION OF THE RELATIVE RISKS AND BENEFITS OF THE PROJECT TO BOTH
CLIENT AND CONSULTANT, THE PARTIES AGREE, TO THE FULLEST EXTENT PERMITTED BY
LAW, TO LIMIT THE AGGREGATE LIABILITY OF CONSULTANT, ITS PARENT, AFFILIATES
AND SUBCONTRACTORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS, TO $50,000 OR THE COMPENSATION FOR THE SERVICES, WHICHEVER IS GREATER.
THIS LIMITATION OF LIABILITY SHALL APPLY TO ALL SUITS, CLAIMS, ACTIONS, LOSSES,
COSTS (INCLUDING LEGAL FEES) AND DAMAGES OF ANY NATURE ARISING FROM OR
RELATED TO THIS AGREEMENT AND WITHOUT REGARD TO THE LEGAL THEORY UNDER
WHICH SUCH LIABILITY IS IMPOSED.
13.2 CONSULTANT MAY AGREE, AT CLIENT'S REQUEST, TO INCREASE THIS LIMITATION
OF LIABILITY TO A GREATER SUM IN EXCHANGE FOR A NEGOTIATED INCREASE IN
CONSULTANT'S FEE. ANY INCREASE IN THIS LIMITATION OF LIABILITY MUST BE IN
WRITING AS A FORMAT_, AMENDMENT TO THIS AGREEMENT AND MUST BE SIGNED AND
DATED BY AUTHORIZED REPRESENTATIVES OF EACH PARTY. ANY ADDITIONAL CHARGE
FOR HIGHER LIABILITY IS CONSIDERATION FOR THE GREATER RISK ASSUMED BY
CONSULTANT AND IS NOT A CHARGE FOR ADDITIONAL INSURANCE.
13.3 BY ENTERING INTO THIS AGREEMENT, THE PARTIES ACKNOWLEDGE THAT THIS
LIMITATION OF LLABIL,ITY CLAUSE HAS BEEN REVIEWED, UNDERSTOOD, IS A MATERIAL
PART OF THIS AGREEMENT, AND EACH PARTY HAS HAD THE OPPORTUNITY TO SEEK
LEGAL ADVICE REGARDING THIS PROVISION,
14 SUSPENSION
14.1 CLIENT may, at any time and without cause, suspend the Services of CONSULTANT, or any
portion thereof for a period of not more than 90 days by notice in writing to CONSULTANT.
CONSULTANT shall resume the Services on receipt from CLIENT of a written notice of resumption of the
Services. If such suspension causes an increase in CONSULTANT's cost or a delay in the performance of
the Services, then an equitable adjustment shall be made to the Compensation and Project Schedule, as
appropriate. In the event that the period of suspension exceeds 90 days, the contract time and compensation
are subject to renegotiation.
15 TERMINATION
15.1 CLIENT may terminate all or part of this Agreement for CLIENT's convenience by providing 10
days written notice to CONSULTANT. In such event, CONSULTANT will be entitled to Compensation for
the Services performed up to the effective date of termination plus compensation for reasonable termination
expenses. CONSULTANT will not be entitled to compensation for profit on Services not performed.
16 DISPUTES RESOLUTION — ARBITRATION
16.1 Any dispute arising between the parties concerning this Agreement or the rights and duties
of either party in relation thereto shall first be submitted to a panel consisting of at least one
representative of each party who shall have the authority to enter into an agreement to resolve the
dispute. The disputes panel shall be conducted in good faith, either physically or electronically,
within two weeks of a request by either party. No written, verbal or electronic representation made
by either party during the course of any panel proceeding or other settlement negotiations shall be
deemed to be a party admission.
16.2 If the panel fails to convene within two weeks, or if the panel is unable to reach resolution of
the dispute, then either party may submit the dispute for binding arbitration to be held in accordance
with the Construction Industry Rules of the American Arbitration Association ("Association") in
effect at the time that the demand for arbitration is filed with the Association. Either party may file
in the manner provided by the Rules of the Association, a Demand for Arbitration at any time. The
arbitrator or arbitrators appointed by the Association shall have the power to award to either party to
the dispute such sums, costs, expenses, and attorney's fees as the arbitrator or arbitrators may deem
proper.
17 NOTICE
17.1 Any notice or communication required or permitted by this Agreement shall be deemed sufficiently
given if in writing and when delivered personally or 48 hours after deposit with a reccipted commercial
courier service or the U.S. Postal Service as registered or certified mail, postage prepaid, and addressed as
follows:
CLIENT
Mr. Kieran Fahey, Director Long-term Control Plan
City of South Bend
Dept. of Public Works
227 W. Jefferson Blvd., Suite 1316
South Bend, Indiana 46601
CONSULTANT
Stantec
350 N. Orleans Street, Suite 1301
Chicago, Illinois 60654
Attention: Joe Johnson, Project Manager
or to such other address as the party to whom notice is to be given has furnished to the other party(ies) in the
manner provided above.
18 SURVIVAL OF CONTRACT TERMINATION
18.1 The Articles relating to Indemnification, Limitation of Liability, Preexisting Conditions, Data Rights,
Confidentiality, Governing Law and Venue shall survive completion of the Services, payment in full of the
Compensation and termination of this Agreement.
19 MISCELLANEOUS
19.1 Governing Law. The validity, construction and performance of this Agreement and all disputes
between the parties arising out of this Agreement or as to any matters related to but not covered by this
Agreement shall be governed by the laws, without regard to the laws as to choice or conflict of laws, of the
State where the Project is located.
19.2 Assignment. Neither this Agreement nor any rights under this Agreement may be assigned by any
party, other than to a party's affiliate, parent or subsidiary, without the prior written consent of the other
party(ies).
19.3 Bindin Effect. ffect. The provisions of this Agreement shall bind and inure to the benefit of the parties and
their respective successors and permitted assigns.
19.4 Parties in Interest. Nothing in this Agreement, expressed or implied, is intended to confer on any
person or entity other than the parties any right or remedy under or by reason of this Agreement.
19.5 Counterparts, This Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute a single agreement.
1.9.6 Amendment and Waiver. This Agreement may be amended, modified or supplemented only by a
writing executed by each of the parties. Any party may in writing waive any provisions of this Agreement to
the extent such provision is for the benefit of the waiving party. No action taken pursuant to this Agreement
shall be deemed to constitute a waiver by that party of any other party's compliance with provisions of this
Agreement. No waiver by any party of a breach of any provision of this Agreement shall be construed as a
waiver of any subsequent or different breach, and no forbearance by a party to seek a remedy for
noncompliance or breach by another party shall be construed as a waiver of any right or remedy with respect
to such noncompliance or breach.
19.7 Venue, Jurisdiction and Process. The parties agree that any arbitration proceeding arising out of this
Agreement or for the interpretation, performance or breach of this Agreement, shall be instituted in the County
where the Project is located, and each party irrevocably submits to the jurisdiction of such proceeding and
waives any and all objections to jurisdiction or venue that it may have under the laws of that state or otherwise
in such proceeding.
19.8 Severability. The invalidity or unenforceability of any particular provision of this Agreement shall
not affect the other provisions, and this Agreement shall be construed in all respects as if any invalid or
unenforceable provision were omitted.
19.9 Preparation of Agreement. All provisions of this Agreement have been subject to full and careful
review by and negotiation between CONSULTANT and CLIENT. Each such party has availed itself of such
legal advice and counsel as it, respectively, has deemed appropriate. The parties hereto agree that neither one
of them shall be deemed to be the drafter or author of this Agreement, and in the event this Agreement is
subject to interpretation or construction by a court of law or panel of arbitration, such court or panel shall not
construe this Agreement or any portion hereof against either party as the drafter of this Agreement.
19.10 Entire Agreement. This Agreement embodies the entire agreement and understanding between the
parties pertaining to the subject matter of this Agreement, and supersedes all prior agreements, understandings,
negotiations, representations and discussions, whether verbal or written, of the parties pertaining to that subject
matter.
Special Provision
This is a Special Provision regarding the Client's CSO
Consent Decree which is integral to, and part of, the
Agreement between Client and Consultant for
Professional Services dated April 11` 2017,
Project: It 7-05 6
Description: Professional services in support of CSO LTCP
The Client is subject to a Consent Decree regarding certain prescribed changes required to be made
to its Combined Sewer System.
To Whom It May Concern,
Engineer shall perform, or cause to perform, all work undertaken in connection with this Agreement
in conformance with the terms of the Consent Decree entered in the U.S. District Court on May 2,
2012 by the United States and the state of Indiana (Case No. 3:11 CV505). Consultant acknowledges
that it has been provided a complete copy of the Consent Decree. The Consent Decree can also be
viewed online at:
hLtp:Hsouthbendin.gov/sites/default/files/files/PW 2012-05-
02SorithR endConsentDecreeAsEntered,p
In accordance with the requirements of the Client's Consent Decree, the Consultant agrees to
preserve all non -identical copies of all documents, records and other information (whether in
physical or electronic form) within Consultant's possession or control and which relate, in any
manner, to the performance of the work undertaken in connection with this agreement for a period
of 1 year after the completion contemplated by the agreement (the `Retention Period").
Prior to the end of the retention period, or at any earlier time if requested by the Client, Consultant
shall provide the Client with complete copies of such documents, records and other information at
no cost to the city. The copies shall be provided to the Client on suitable electronic media with files
in the adobe PDF format or other appropriate open data format. The information being transferred
to the Client shall be suitably named so as to allow for easy data retrieval.
No part of any file shall be encrypted or protected from copying. Such copies shall be accompanied.
by a verified written statement from the engineer attesting that it has provided the Client with
complete copies of all documents, records and other information which relates to the work
contemplated by the agreement.
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Attachment A
TASK ORDER
This Task Order is made this the _ day of 320 by and between the Board of Public Works,
City of South Bend, Indiana ("CLIENT") and Stantec Consulting Services Inc. ("CONSULTANT") pursuant
to the terms and conditions set forth in the Master Services Agreement executed between the parties on the
day of , 2017, ("Agreement"), which incorporated this Task Order by reference.
I . The CONSULTANT Contract Number for this Task Order is . The CONSULTANT
Job Number for this Task Order is . The CONSULTANT Contract Number and Job
Number shall be referenced in each invoice submitted by CONSULTANT to CLIENT under this Task Order.
2. The Services to be performed by CONSULTANT under this Task Order are as follows:
3. The Project Schedule is as follows:
4. The Compensation to be paid to CONSULTANT for the performance of the Services under this Task
Order is set forth in Appendix I (Compensation), attached hereto and incorporated herein by reference.
S. Deliverables to be provided under this Task Order are as follows:
BOARD OF PUBLIC WORKS,
CITY OF SOUTH BEND, INDIANA
Signature
Name (Printed or Typed)
STANTEC CONSULTING SERVICES, INC.
Signature
Name (Printed or Typed)
Date Date
Date
Name
BPW Date
BOARD OF PUBLIC WORKS
AGENDA ITEM REVIEW REQUEST FORM
04/04/2017
Kieran Fahey Department LTCP-Engineering
04/11/2017 Phone Extension 5993
�Reg uire Prior to Submittal to Board
Legal ® Attorney Name Michael Schmidt
Controller ❑ Controller review is required for all Contracts $5,000.00 or more and
greater than one year in length per the City Purchasing Policy
Purchasing
U Agreement
U Contract U Proposal U Addendum
® Professional Services
❑ Resolution
❑ Bid Opening
❑ Bid Award ❑ Req. to Advertise ❑ Title Sheet
❑ Quote Opening
❑ Quote Award
❑ Change Order No.
❑ CIO & PCA No. ❑ PCA
❑ Ease/Encroach.
❑ Traffic Control
F-1 Other:
Company or Vendor Name: Stantec (MWH, the LTCP contractors, are now officially known as
Stantec)
New Vendor ❑ Yes ® No ❑ If Yes, Approved by Purchasing
MBE/WBE Contractor ❑ MBE ❑ WBE
MBEIWBE Contractor Requested ❑ No ❑ Yes Name of Company
Project Name LTCP retook Phase 2 Master
Project Number 117-056
Funding Source Wastewater
Account No. 641-0630-793-31-02
reement
Amount $ 0
Terms of Contract
Purpose/Description To have the Board approve the Master Agreement that will be used
in the next phase of LTCP relook. As required, Task Orders will
follow.
❑ Required Contractor's Certification Form Attached (Non -
Collusion. Non -Discrimination. Non -Debarment, E-Verifv. Iran, etc.)
Amount of ❑ increase $
❑ Decrease $
Previous Amount $
Current Percent of Change: %
New Amount $
Total Percent of Change: %
Dispersal After Approval
Copy Original
❑ ❑
❑ ❑
❑ ❑