HomeMy WebLinkAboutProfessional Services Agreement - Clyde Wilber LLC - Additional and Independent Eval of LTCP1316 COUNTY -CITY BUILDING
227 W.JEFFERSON BOULEVARD
SOHTH BEND. INDIANA 46601-1830
CITY OFSOUTH BEND PETE BUTTIGIEG, MAYOR
BOARD OF PUBLIC WORKS
February 12, 2019
Clyde Wilber LLC
7811 South Valley Drive
Fairfax Station, VA 22039
RE: Professional Services Agreement
Dear Mr. Wilber:
PHONE 574/235-9251
FAX 574/235-9171
The Board of Public Works, at its meeting held on February 12, 2019, approved the above
referenced agreement for additional and independent evaluation of the LTCP and assistance
on niche renegotiation aspects in the amount not to exceed $20,000.
Enclosed please find a copy of the agreement for your records.
If you have any further questions regarding this matter, please call this office at (574) 235-
9251.
Sincerely,
Linda M. Martin, Clerk
Enclosure
GARY A. GILOT SUZANNA M. FRITZBERG ELIZABETH A. MARADIK LAURA O'SULLIVAN THERESE J. DORAU
AGREEMENT
BETWEEN OWNER AND CONSULTANT
FOR
PROFESSIONAL SERVICES
THIS IS AN AGREEMENT effective as of January 31, 2019 ("Effective Date") between
the City of South Bend Indiana by and throw gh its Berard of Public Works ("Owner"), and Clyne Wilber
LLC (Consultant").
Owner's Project, of which Consultant's services under this Agreement are a part, is generally identified as
follows:
Long Term Control Plan and other Public Works Matters.
Consultant's Services under this Agreement are generally identified as follows:
Evaluation of the Long Term Control Plan and other Public Works Matters.
Owner and Consultant further agree as follows:
1.01 Basic Agreement and Period of Service
A. Consultant shall provide, or cause to be provided, the services set forth in this Agreement. If
authorized by Owner, or if required because of changes in the Project, Consultant shall furnish
services in addition to those set forth above. Owner shall pay Consultant for its services as set forth
in Paragraphs 7.01 and 7.02.
B. Consultant shall complete its services within a reasonable period of time; however in no case shall
the period of performance exceed 12 months from commencement of performance.
C. This Project does not include construction -related or engineering professional services
2.01 Payment Procedures
A. Invoices: Consultant shall prepare invoices in accordance with its standard invoicing practices and
submit the invoices to Owner on a monthly basis. Invoices are due and payable within 38 35 days of
the date of receipt. If Owner- Wis to make any payment due Gensulta"t for- serviees and expense
..
fig ak�ktieg"ay, In addition, Consultant may, after giving seven days written notice to
Owner, suspend services under this Agreement until Consultant has been paid in full all amounts
due for services, expenses, and other related charges. Owner waives any and all non -disputed
claims against Consultant for any such suspension. Payefirst to inteFest all
"�4( 1:
Page l
3.01 Termination
A. The obligation to continue performance under this Agreement may be terminated:
1. For cause,
a. By either party upon 30 days written notice in the event of substantial failure by the
other party to perform in accordance with the Agreement's terms through no fault of the
terminating party. Failure to pay Consultant for its services is a substantial failure to
perform and a basis for termination.
b. By Consultant:
1) upon seven days written notice if Owner demands that Consultant furnish or
perform services contrary to Consultant's responsibilities as a licensed professional;
or
2) upon seven days written notice if the Consultant's services for the Project are
delayed for more than 90 days for reasons beyond Consultant's control.
Consultant shall have no liability to Owner on account of a termination by Consultant
under Paragraph 3.0l .A.l .b.
c. Notwithstanding the foregoing, this Agreement will not terminate as a result of a
substantial failure under Paragraph 3.0I I.A. La if the party receiving such notice begins,
within seven days of receipt of such notice, to correct its substantial failure to perform
and proceeds diligently to cure such failure within no more than 30 days of receipt of
notice; provided, however, that if and to the extent such substantial failure cannot be
reasonably cured within such 30 day period, and if such party has diligently attempted to
cure the same and thereafter continues diligently to cure the same, then the cure period
provided for herein shall extend up to, but in no case more than, 60 days after the date of
receipt of the notice.
2. For convenience, by Owner on the effective date stated in the Owner's written notice of
termination to Consultant. Written notice of termination shall be sent via certified mail,
return receipt requested.
B. The terminating party under Paragraph 3.01.A may set the effective date of termination at a time up
to 30 days later than otherwise provided to allow Consultant to complete tasks whose value would
otherwise be lost, to prepare notes as to the status of completed and uncompleted tasks, and to
assemble Project materials in orderly files.
C. In the event of any termination under Paragraph 3.01, Consultant will be entitled to invoice Owner
and to receive full payment for all non -disputed services performed or furnished in accordance
with this Agreement and all reimbursable expenses incurred through the effective date of
termination.
4.01 Successors, Assigns, and Beneficiaries
A. Owner and Consultant are hereby bound and the successors, executors, administrators, and legal
representatives of Owner and Consultant (and to the extent permitted by Paragraph 4.013 the
Page 2
assigns of Owner and Consultant) are hereby bound to the other party to this Agreement and to the
successors, executors, administrators, and legal representatives (and said assigns) of such other
party, in respect of all covenants, agreements, and obligations of this Agreement.
B. Neither Owner nor Consultant may assign, sublet, or transfer any rights under or interest (including,
but without limitation, moneys that are due or may become due) in this Agreement without the
written consent of the other, except to the extent that any assignment, subletting, or transfer is
mandated or restricted by law. Unless specifically stated to the contrary in any written consent to an
assignment, no assignment will release or discharge the assignor from any duty or responsibility
under this Agreement.
C. Unless expressly provided otherwise, nothing in this Agreement shall be construed to create,
impose, or give rise to any duty owed by Owner or Consultant to any contractor, subcontractor,
supplier, other individual or entity, or to any surety for or employee of any of them. All duties and
responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of
Owner and Consultant and not for the benefit of any other party.
5.01 General Considerations
A. The standard of care for all professional Consulting and related services performed or furnished by
Consultant under this Agreement will be the care and skill ordinarily used by members of the
subject profession practicing under similar circumstances at the same time and in the same locality.
Consultant makes no warranties, express or implied, under this Agreement or otherwise, in
connection with Consultant's services. Subject to the foregoing standard of care, Consultant and its
consultants may use or rely upon design elements and information ordinarily or customarily
furnished by others, including, but not limited to, specialty contractors, manufacturers, suppliers,
regulatory authorities and the publishers of technical standards.
In
C. This Agreement is to be governed by the law of the state or jurisdiction in which the Project is
located.
1]
E. To the fullest extent permitted by law, Owner and Consultant (1) waive against each other, and the
other's employees, officers, directors, agents, insurers, partners, and consultants, any and all claims
for or entitlement to special, incidental, indirect, or consequential damages arising out of, resulting
from, or in any way related to the Project, and (2) agree that Consultant's total liability to Owner
under this Agreement shall be limited to $50,000 or the total amount of compensation received by
Consultant, whichever is greater.
F. The parties acknowledge that Consultant's scope of services does not include any services related to
a Hazardous Environmental Condition (the presence of asbestos, PCBs, petroleum, hazardous
substances or waste as defined by the Comprehensive Environmental Response, Compensation and
Liability Act, 42 U.S.C. §§9601 et seq., or radioactive materials). If Consultant or any other party
encounters a Hazardous Environmental Condition, Consultant may, at its option and without
liability for consequential or any other damages, suspend performance of services on the portion of
the Project affected thereby until Owner: (1) retains appropriate specialist consultants or contractors
to identify and, as appropriate, abate, remediate, or remove the Hazardous Environmental
Page 3
Condition; and (2) warrants that the Site is in full compliance with applicable Laws and
Regulations.
G. Owner and Consultant agree to negotiate each dispute between them in good faith during the 30
days after notice of dispute. If negotiations are unsuccessful in resolving the dispute, then the
dispute shall be mediated. If mediation is unsuccessful, then the parties may exercise their rights at
law.
6.01 Total Agreement
A. This Agreement (including any expressly incorporated attachments), constitutes the entire
agreement between Owner and Consultant and supersedes all prior written or oral understandings.
This Agreement may only be amended, supplemented, modified, or canceled by a duly executed
written instrument.
7.01 Basis of Payment —Hourly Rates Plus Reimbursable Expenses
A. Using the procedures set forth in Paragraph 2.01, Owner shall pay Consultant as follows-
1. An amount equal to the cumulative hours charged to the Project by the Consultant. .
2. Consultant has no employees. The sole personal of the Consultant is Clyde Wilber,
Member and sole proprietor of Clyde Wilber LLC. The hourly rate for Clyde Wilber's
services is $240.00 per hour.
3. The total compensation for all services rendered under this Agreement, inclusive of
reimbursable expenses, shall not exceed Twenty Thousand ($20,000) Dollars, at rates as
described above in Section 7.01.
Page 4
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, the Effective Date of which is
indicated on page 1.
Owner:
City of South Bend, Indiana
Board of Publ i• Works
By:
✓
Title: Gary A. Gi I(A',14resident
BY: A / ,
Title: 1�ze�117�mnna . Fritzberg ember
By,
Title: Y'lizabeth A. Maradik, Member
By:
Title: Themse J.
By-
Titie: "ailra O`Sujfivan'
Attest:
Title: '_'/i.inda Martin, Clerk(
Date: / 1-2[ )-,D- / 9
Address for giving notices:
227 West Jefferson Boulevard
South Bend, Indiana 46601
. . . ..........................................
Designated Representative (Paragraph 8.03.A)
Consultant:
Clyde Wilber LLC
By: Clyde Wilber
Title: Member
Date:
2019
Address for giving notices:
7811 South Valley Drive, Fairfax Station, VA 22039
Designated Representative (Paragraph 8.03.A):
, Kieran Fahg Clyde Wilber
Title: Director, Long-term Control Plan
Title: Member
Phone Number: (574) 235-5993 Phone Number:
Facsimile Number: (574) 235-9171 Facsimile Number:
E-Mail Address: k1aheyLdNouthbcndin.gov E-Mail Address:
Page 5
301 346 8209
None
cwgciydewilberllc.com
BOARD OF PUBLIC WORKS
AGENDA ITEM REVIEW REQUEST FORM
Date 02/0 /2019
Department Public
Name Kieran Fahey Works
BPW Date 2/12/2019 Phone Extension 5993
lie ul,t'ed Prior to Submittal to Board
BPW Attorney ® Attorney Name Clara McDaniels
Dept. Attorney Attorney Name Clara McDaniels
...... _............ ..
Purchasing �]
1Il l� r
N Professional Services Agreement F-1 Contract
❑ Open Market Contract ❑ Amendment/Addendum
❑ Bid Opening
❑ Bid Award
❑ Quote Opening
El Quote Award
E] Proposal Opening
E! C/O & PCA No.
E' Chg. Order, No.
Fj Traffic Control
F Other:
l eauire Information
All Submissions
U Proposal
Special Purchase, QPA
Req. to Advertise
F1' Reject Bids/Quotes
(: PCA
❑j Resolution
Ease./Encroach
❑ Title Sheet
Company or Vendor Name
Clyde Wilber LLC
Yes If Yes, Approved by Purchasing
New Vendor
❑ No
MBE/WBE Contractor
❑❑ MBE s
Completed E-Verify Form Attached ❑ No
Project Name
Short-term LTCP assistance
Project Number
_.........
119-021
Funding Source
�. __....._ _.
Wastewater
Account No.
................�.._
641 0630-793.3,1' I �) -t
Amount
mmITmm
$20,000 ..............
Terms of Contract
Not to exceed the above amount
Purpose/Description
Additional and independent evaluation of LTCP and assistance on niche
renegotiation aspects.
Amount of H Increase
❑] Decrease ($ -
Previous Amount $
Increase %
Current Percent of Change: Decrease ( %
New Amount $
Increase %
Total Percent of Change: Decrease ox
Time Extension Amount:
...................
New Completion Date: