2-Project Management Service Agreement (draft).pdf

CONTRACT

FOR SERVICES OVER $50,000

*ANY ALTERATIONS OF CONTRACT LANGUAGE WILL RESULT IN REVOCATION OF CITY ATTORNEY

APPROVAL.*

This Contract for Professional Construction Project Management Consulting Services is entered into by and between ____________________________ (herein referred to as “Consultant”), and the City of Columbus, Department of Finance & Management (herein referred to as “City”).

WITNESSETH

WHEREAS, the City has a need for Professional Construction Project Management Consulting Services; and

WHEREAS, the Consultant has the necessary experience and expertise to provide said service;

and

WHEREAS, this Contract is authorized by Ordinance No. ____________, passed by Columbus City Council on ________________________; and

NOW, THEREFORE, in consideration of the mutual promises as hereinafter set forth, the parties agree as follows:

This Contract sets forth the entire agreement between the parties with respect to the subject matter hereof. Understandings, agreements, representations, or warranties not contained in this Contract, or as written amendment hereto, shall not be binding on either party. Except as provided herein, no alteration of any terms, conditions, delivery, price, quality, or specifications of this Contract shall be binding on either party without the written consent of both parties. This Contract is subject to the Ohio Public Records Act.

1. Contract Term1

The term of the contract is one year from the date of issuance of the purchase order, with the option for up to three (3) annual renewals. If a task order started during the term of the contract and is scheduled to be completed after the term of the contract, the task order will be allowed to be completed under the terms and conditions of the Agreement.

2. Maximum Obligation The maximum amount to be paid under any purchase order associated with this Contract shall not exceed unless additional funds are appropriated and authorized.

The City shall provide the Consultant a scope of improvements for each task order and the Consultant shall prepare a corresponding fee proposal. Once a fee proposal is accepted, a notice to proceed will be issued then the Consultant can commence with the task order.

1 Language approved by CAO, 2/6/25, M. Smith

3. Pricing and Scope of Services The Consultant agrees to perform and invoice the Scope of Services as set forth ON ATTACHED EXHIBIT A* and as contained in the bid specifications, which are expressly incorporated herein.

*Contract is NOT valid if the Scope of Services is NOT attached.

No other costs, rates, or fees shall be payable to the Consultant for services performed hereunder. The terms and conditions specified in this Contract constitute the entire contract governing the purchase of services by the City from the Consultant, and shall supersede any terms and conditions which may accompany Consultant’s invoice/bid/estimate. Any and all verbal representations are superseded by this Contract. The terms of this Contract shall prevail over any conflicting or deficient terms or conditions listed in any attachments from Consultant.

4. Equal Opportunity Clause

Consultant agrees to abide by all of the terms, conditions and requirements set forth in Columbus City Code Section 3906.02, Equal Opportunity Clause. Failure or refusal of a Consultant or Subconsultant to comply with the provisions of Title 39 may result in cancellation of this Contract.

5. Taxes

Federal or State taxes are not to be included on invoices for the described services.

Consultant will be provided an exemption certificate, if needed.

6. City’s Contract Administrator/Contract Administration

Melissa Smith will manage the Contract on behalf of the City and will be the principal point of contact for the City concerning the Consultant’s performance under this Contract.

Any notice or demand or other communication required or permitted to be given under this Contract or applicable law shall only be effective if it is in writing, properly addressed, and either delivered in person, or by a recognized courier service, or deposited with the United States Postal Services as first-class certified mail, postage prepaid and return receipt requested, to the parties at the following addresses:

(List names and addresses of City and Consultant contact persons below.)

Melissa Smith, Mgmt. Analyst II Consultant:

City of Columbus, Ohio Department of Finance & Management Office of Construction Management 90 W. Broad St., Rm. 416 Columbus, OH 43215

(614) 645-9660 Masmith2@columbus.gov mailto:Masmith2@columbus.gov

7. Consultant as an Independent Consultant The Consultant shall be and shall remain an Independent Consultant with respect to all services performed hereunder and neither Consultant nor its employees shall be considered “public employees” for purposes of OPERS membership. Consultant agrees to and does hereby accept full and exclusive liability for the payment of any and all contributions or taxes for Social Security, unemployment insurance or old age retirement benefits, pensions or annuities now or hereafter imposed under any state or federal law which are measured by the wages, salaries or other remunerations paid to the Consultant or persons employed by the Consultant for work performed under the terms of this Agreement and further agrees to obey all lawful rules and regulations and to meet all lawful requirements which are now, or hereafter may be, issued or promulgated under said respective laws.

Individuals utilizing a personal social security number for tax identification purposes and business entities with four (4) or fewer employees must complete and submit, as Exhibit D, the OPERS independent Consultant acknowledgment form. THIS FORM CAN BE

FOUND AT WWW.OPERS.ORG

Independent Contractor/Employee Determination for Employer

8. Applicable Law, Remedies

This Agreement shall be governed in accordance with the laws of the State of Ohio and the ordinances, statutes and provisions of the Columbus City Code and Charter; specifically including, but not limited to Charter Sections 159 and 161. All claims, counterclaims, disputes and other matters in question between the City, its agents and employees, and the Consultant arising out of or relating to this Agreement or its breach will be decided in a court of competent jurisdiction within the County of Franklin, State of Ohio.

Chapter 377 of the Columbus City Codes is hereby incorporated into the contract and Consultant is required to comply with said chapter. This includes, but is not limited to reporting requirements and the obligation to review the commission list of Consultants and subconsultants that received an adverse determination. Penalties for failure to comply with the wage theft prevention code included suspension for three years, up to permanent disbarment.

9. Payment/Invoice Submittal Fees shall be paid for services rendered following: (1) the City’s receipt of a correct invoice, which designates the specific applicable charges, and (2) issuance of a certified purchase order. The City will not be subject to any late payment charges. Rates shall be firm during the term of this Contract. The City will process correctly documented invoices for payment and Consultant should receive payment for such invoice within thirty (30) days from receipt and approval by the City.

Invoices: All invoices shall be e-mailed directly to the assigned Project Manager.

10. Modifications

No modification, amendment, alteration, addition or waiver of any section or condition of this Contract shall be effective or binding unless it is in writing and signed by an authorized representative of the City and the Consultant and approved by the appropriate City authorities.

http://www.opers.org/ https://www.opers.org/forms/index.shtml

11. Contract Termination If either the City or the Consultant violates any material term or condition of this Contract or fails to fulfill in a timely and proper manner its obligations under this Contract, then the aggrieved party shall give the other party (the “responsible party”) written notice of such failure or violation. The responsible party will correct the violation or failure within thirty

(30) calendar days or as otherwise mutually agreed. If the failure or violation is not corrected, this Contract may be terminated immediately by written notice from the aggrieved party. The option to terminate shall be at the sole discretion of the aggrieved party.

When it is in the best interest of the City, the City may terminate this Contract, in whole or in part by providing seven (7) calendar days written notice to the Consultant prior to the effective date of termination. If this Contract is so terminated, the City is liable only for payments required by the terms of this Contract for services received and accepted by the City.

12. Nonexclusive Remedies

The remedies provided for in this Contract shall not be exclusive but are in addition to all other remedies available under the law.

13. Survivorship All services executed pursuant to the authority of this Contract shall be bound by all of the terms, conditions, prices discounts and rates set forth herein, notwithstanding the expiration of the initial term of this Contract, or any extension thereof. Further, the terms, conditions, and warranties contained in this Contract that by their sense in context are intended to survive this completion of the performance, cancellation or termination of this Contract, shall so survive.

14. Save Harmless/Indemnification

Consultant shall protect, indemnify and save the City harmless from and against any damage, cost, or liability, including reasonable attorneys’ fees, resulting from claims for any or all injuries to persons or damage to property arising from intentional, willful or negligent acts or omissions of Consultant, its officers, employees, agents, or Subconsultants. The City will not indemnify the Consultant and is prohibited from doing so.

15. Severability

If any term or condition of this Contract or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions, or applications which can be given effect without the invalid term, condition, or application;

to this end the terms and conditions for the Contract are declared severable.

16. Assignment This Contract may not be assigned or otherwise transferred to others by the Consultant without the prior written consent of the City. If this Contract is so assigned, it shall inure to the benefit of and be binding upon any respective successors and assigns (including successive, as well as immediate, successors and assignees) of the Consultant.

17. Authority to Bind The signatories to this Contract represent that they have the authority to bind themselves and their respective organizations to this Contract.

18. Workers’ Compensation

The Consultant shall comply with all Workers’ Compensation laws of the State of Ohio.

Proof of coverage shall be attached to this Contract AS EXHIBIT B.

19. Insurance

Consultant shall carry at least the minimum amounts listed below of Commercial Liability Insurance (Bodily Injury and Property Damage) naming the City as an additional insured.

Consultant must attach a copy of the Certificate of Insurance to this Contract AS

EXHIBIT C:

Bodily Injury Liability: Property Damage Liability:

Each Person $500,000 Each Accident $500,000 Each Accident $1,000,000 All Accidents $1,000,000

20. Campaign Contributions Consultant hereby certifies the following: that it is familiar with Ohio Revised Code (“O.R.C.”) Section 3517.13; that it is in full compliance with Divisions (I) and (J) of that Section; that it is eligible for this contract under the law and will remain in compliance with O.R.C. Section 3517.13 for the duration of this contract and for one year thereafter.

21. City Income Taxes Consultant hereby further agrees to withhold and pay all city income taxes due or payable under the provisions of Chapter 362, Columbus City Codes, for wages, salaries and commissions paid to its employees and further agrees that any of its subconsultants shall be required to agree to withhold and pay any such city income taxes due under said chapter for services performed under this Contract. If it has been determined by the Columbus Income Tax Division that Consultant, or any of its subconsultants, owes city income taxes, the Consultant agrees that the City may withhold the amount due to the City from any amount due to the Consultant for services performed under this Contract notwithstanding paragraph 9 hereinabove.

IN WITNESS WHEREOF, the parties have executed this Contract as of the day and year written below.

EXHIBITS A, B, AND C MUST BE ATTACHED HERETO.

*ANY ALTERATIONS OF CONTRACT LANGUAGE WILL RESULT IN REVOCATION OF CITY ATTORNEY

APPROVAL.*

CITY OF COLUMBUS:

Signature Date

Chris Long, Director, Dept. of Finance & Management Printed Name, Title and Department

CONSULTANT:

Signature Date

Printed Name and Title

Contract Compliance No.

CONTRACT SIGNATURE AFFIDAVIT

(Must be completed when the individual signing the Agreement is NOT the President, Vice-President, Treasurer, Secretary of a Corporation, or Managing Member.)

STATE OF:

COUNTY OF:

, being duly sworn, deposes and says that he/she is of , a Corporation, LLC, or LLP (Title) (Company Name) organized and existing under and by virtue of the laws of the State of , and having its principal office at

(City, State, Zip Code)

Affiant further says that he/she is familiar with the records, minute books and by-laws of

(Company Name)

Affiant further says that _______________________________is (Name of Person Signing Contract) (Title)

Of the Company and is duly authorized to sign the Contract for:

Project Management Consulting Services

For said Company by virtue of (State whether the provision of by-laws or a resolution of the Board of Directors. If resolution, give date of adoption.)

Signature of Affiant**

** AFFIANT MUST BE SOMEONE OTHER THAN THE INDIVIDUAL SIGNING THE CONTRACT.**

Sworn to before me and subscribed in my presence this day of 20

Notary Public

My Commission Expires:

EXHIBIT B

OHIO WORKERS’ COMPENSATION CERTIFICATE

EXHIBIT C

CERTIFICATE(S) OF REQUIRED LIABILITY INSURANCE

1. Bodily Injury Liability and Automobile Insurance in an amount not less than Five

Hundred Thousand Dollars ($500,000.00) for injuries, including those resulting in death, to any one person, and in an amount not less than One Million Dollars

($1,000,000.00) on account of any one accident or occurrence.

2. Property damage insurance in an amount not less than Five Hundred Thousand

Dollars ($500,000.00) from damages on account of any one accident; and One

Million Dollars ($1,000,000.00) on all accidents.

3. Valuable Papers Insurance in an amount sufficient to assure the restoration of any drawings, Agreement manual pages, field notes, or other similar data relating to the work under this Agreement, in the event of their loss or destruction, during the life of this Agreement.

4. Professional Liability Insurance in an amount as necessary to provide coverage for any negligent acts, errors, omissions or negligence by the Engineer and its technical subcontractors. Subcontractors of the Engineer who are manifestly not providing professional services need not carry Professional Liability Insurance.

CONTRACT SIGNATURE AFFIDAVIT