The URL can be used to link to this page

Home My WebLink AboutWalter P Moore/CRC/7500/Palladium Dome Roof RepairWalter P. Moore CRC - 2015 Appropriation # 4460807; P.O. # 32949 Contract Not To Exceed $ 7,500.00 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is hereby made and entered into by and between the Carmel Redevelopment Commission (hereinafter "CRC"), and Walter P. Moore (hereinafter "Professional") RECITALS WHEREAS CRC owns and is responsible for the operation and maintenance of its property, personnel, public works and infrastructure; and WHEREAS, from time to time, CRC needs professional assistance in fulfilling its foregoing responsibilities; and WHEREAS, Professional is experienced in providing and desires to provide to CRC the professional services ("Services") referenced herein; and WHEREAS, CRC desires to engage Professional as an independent contractor for the purpose of providing to City the Services referenced herein; NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions set forth herein, CRC and Professional mutually agree as follows: SECTION 1. INCORPORATION OF RECITALS The foregoing Recitals are hereby incorporated into this Agreement and made a part hereof. SECTION 2. SCOPE OF SERVICES 2.1 CRC desires to engage Professional as an independent contractor for the Services set forth in attached Exhibit A, incorporated herein by this reference. 2.2 Professional understands and agrees that CRC may, from time to time, request Professional to provide additional or modified Services to CRC. When CRC desires additional Services from Professional, the CRC shall notify Professional of such additional Services desired, as well as the time frame in which same are to be provided. Only after CRC has approved Professional's lime and cost estimate for the provision of such additional Services, has encumbered sufficient monies to pay for same, and has authorized Professional, in writing, to provide such additional Services, shall such Services be provided by Professional to CRC. A copy of the CRC's authorization documents for the purchase of additional Services shall be numbered and attached hereto in the order in which they are approved by CRC. 2.3 Time is of the essence of this Agreement. (C:C\cnlml,5AppUala,LoanM ,I1111',,uMc317111) an')nI, ll,1 Fit XlB1P51OJWLlllll'Al, P. Moore CAC Rola S,, oa,. C, nir 121121115 3:17 PM) Walter P. Moore CRC - 2015 Appropriation # 4460807; P.O. # 32949 Contract Not To Exceed $ 7,500.00 SECTION 3. CRC'S RESPONSIBILITIES 3.1 CRC shall provide such information as is reasonably necessary for Professional to understand the Services requested. 3.2 CRC shall provide all data required for provision of Services. Professional may assume that all data so provided is correct and complete. 3.3. CRC shall arrange for Professional to enter upon public and private property as reasonably required for Professional to perform the Services. 3.4 CRC shall designate payment of the Services from City budget appropriation number 902-4460807 funds. 3.5 CRC shall designate the Executive Director or her duly authorized representative to act on CRC's behalf on all matters regarding the Services. SECTION 4. PROFESSIONALS RESPONSIBILITIES 4.1 Professional shall perform the Services pursuant to the terms of this Agreement and within any applicable time and cost estimate. 4.2 Professional shall coordinate with CRC its performance of the Services. 4.3 Professional shall provide the Services by following and applying at all times reasonable and lawful standards as accepted in the industry. SECTION 5. COMPENSATION 5.1 Professional estimates that the total price for the Services to be provided to CRC hereunder shall be no more than Seven Thousand Five Hundred Dollars ($7, 500.00) (the "Estimate"). Professional shall submit an invoice to CRC no more than once every thirty (30) days for Services provided CRC during the time period encompassed by such invoice. Invoices shall be submitted on a form containing the same information as that contained on the Professional Services Invoice attached hereto as Exhibit B, incorporated herein by this reference. CRC shall pay Professional for all undisputed Services rendered and stated on such invoice within thirty five (35) days from the date of CRC receipt of same. 5.2 Professional agrees not to provide any Services to CRC that would cause the total cost of same to exceed the Estimate, without CRC's prior written consent. IC:U,c Daut4ctR\Iiawal%Win an'Rxary Int let Flo^Cu nlvaObIook'FP'IOMUWaltV P. RI.wc CRC Pofoduml S., (tx,u,tth 5/L QllI3: 17 PVI 7 Walter P. Moore CRC - 2015 Appropriation # 4460807; P.O. # 32949 Contract Not To Exceed $ 7,500.00 SECTION 6. TERM Unless otherwise terminated in accordance with the termination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be in effect from the Effective Date through December 31, 2015, and shall, on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless otherwise agreed by the parties hereto. SECTION 7. MISCELLANEOUS 7.1 Termination. 7.1.1 The obligation to provide all or any portion of the Services under this Agreement may be terminated by CRC or Professional, without cause, upon thirty (30) days' notice. 7.1.2 The obligation to provide all or any portion of the Services under this Agreement may be terminated by CRC, for cause, immediately upon Professional's receipt of CRC's "Notice To Cease Services." 7.1.3 In the event of full or partial Agreement termination, and as full and complete compensation hereunder, Professional shall be paid for all such Services rendered and expenses incurred as of the date of termination that are not in dispute, except that such payment amount shall not exceed the Estimate. Disputed compensation amounts shall be resolved as allowed by law. 7.2 Binding Effect. CRC and Professional, and their respective officers, officials, agents, partners and successors in interest are bound to the other as to all Agreement terms, conditions and obligations. 7.3 No Third Party Beneficiaries. Nothing contained herein shall be construed to give rights or benefits to anyone other than the parties hereto. 7.4 Relationship. The relationship of the parties hereto shall be as provided for in this Agreement, and neither Professional nor any of its agents, employees or contractors are CRC employees. Professional shall have the sole responsibility to pay to or for its agents, employees and contractors all statutory, contractual and other benefits and/or obligations as they become due. Professional hereby warrants and indemnifies CRC for and from any and all costs, fees, expenses and/or damages incurred by CRC as a result of any claim for wages, benefits or otherwise by any agent, employee or contractor of Professional regarding or related to the subject matter of this Agreement. This indemnification obligation shall survive the termination of this Agreement. CSUV.: pDMNax'alNit amwpAW,:M,w,ATmpwran. comonO,i , BVFMO)R'UR i.xe M " CRC Rof"onm St Coo vaodcA2 ir.o17 Pkq 3 Walter P. Moore CRC - 2015 Appropriation # 4460807; P.O. # 32949 Contract Not To Exceed $ 7,500.00 7.5 Insurance. Professional shall procure and maintain with an insurer licensed to do business in the State of Indiana such insurance as is necessary for the protection of CRC and Professional from all claims under workers' compensation, occupational disease and/or unemployment compensation acts, because of errors and omissions, because of bodily injury, including, but not limited to, the personal injury, sickness, disease, or death of any of Professional's employees, agents or contractors and/or because of any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom. The coverage amounts shall be no less than those amounts set forth on attached Exhibit C. Such insurance policies shall not be canceled without thirty (30) days' prior written notice to CRC. 7.6 Liens. Professional shall not cause or permit the filing of any lien on any of CRC's property. In the event such a lien is filed and Professional fails to remove it within ten (10) days after the date of filing, CRC shall have the right to pay or bond over such lien at Professional's sole cost and expense. 7.7 Default. In the event Professional: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Professional's warranties; (b) fails to perform the Services as specified; (c) fails to make progress so as to endanger timely and proper completion of the Services and does not correct such failure or breach within five (5) business days after receipt of notice from CRC specifying same; or (d) becomes insolvent, files, or has filed against it, a petition for receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, CRC shall have the right to terminate all or any part of this Agreement, without liability to Professional and to exercise any other rights or remedies available to it at law or in equity. 7.8 Government Compliance. Professional agrees to comply with all laws, executive orders, rules and regulations applicable to Professional's performance of its obligations under this Agreement, all relevant provisions of which being hereby incorporated herein by this reference, to keep all of Professionals' required professional licenses and certifications valid and current, and to indemnify and hold harmless CRC from any and all losses, damages, costs, liabilities, damages, costs and attorney fees resulting from any failure by Professional to do so. This indemnification obligation shall survive the termination of this Agreement. 7.9 Indemnification. Professional shall indemnify and hold harmless CRC and its officers, officials, employees and agents from all losses, liabilities, claims, judgments and liens, including, but not limited to, all damages, costs, expenses and attorney fees arising out of any intentional or negligent act or omission of Professional and/or any of its employees, agents or contractors in the performance of this Agreement. This indemnification obligation shall survive the termination of this Agreement. [C.,t.en'en DatallnalaharinoltkWiudn.Minnoa. Inluna fi4i t'ninm.c4LMIBPPM1MOIKNOSII,P.Moon: CRC Ro(a.imal Swat, Cmvxtdc:5r31rz015):I]PMI 4 Walter P. Moore CRC - 2015 Appropriation # 4460807; P.O. # 32949 Contract Not To Exceed $ 7,500.00 7.10 Discrimination Prohibition. Professional represents and warrants that it and each of its employees, agents and contractors shall comply with all existing and future laws prohibiting discrimination against any employee, applicant for employment and/or other person in the subcontracting of work and/or in the performance of any Services contemplated by this Agreement with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, subcontracting or work performance hereunder because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status or Vietnam era veteran status. This indemnification obligation shall survive the termination of this Agreement. 7.11 E -Verify Pursuant to I.C. § 22-5-1.7 et seq., Professional shall enroll in and verify the work eligibility status of all of its newly -hired employees using the E -Verify program, if it has not already done so as of the date of this Agreement. Professional is further required to execute the attached Affidavit, herein referred to as Exhibit D, which is an Affidavit affirming that: (i) Professional is enrolled and is participating in the E -verify program, and (ii) Professional does not knowingly employ any unauthorized aliens. This Addendum incorporates by reference, and in its entirety, attached Exhibit D. In support of the Affidavit, Professional shall provide the City with documentation that it has enrolled and is participating in the E -Verify program. This Agreement shall not take effect until said Affidavit is signed by Professional and delivered to the CRC's authorized representative. Should Professional subcontract for the performance of any work under this Addendum, the Professional shall require any subcontractor(s) to certify by affidavit that: (i) the subcontractor does not knowingly employ or contract with any unauthorized aliens, and (ii) the subcontractor has enrolled and is participating in the E -verify program. Professional shall maintain a copy of such certification for the duration of the term of any subcontract. Professional shall also deliver a copy of the certification to the CRC within seven (7) days of the effective date of the subcontract. If Professional, or any subcontractor of Professional, knowingly employs or contracts with any unauthorized aliens, or retains an employee or contract with a person that the Professional or subcontractor subsequently learns is an unauthorized alien, Professional shall terminate the employment of or contract with the unauthorized alien within thirty (30) days ("Cure Period"). Should the Professional or any subcontractor of Professional fail to cure within the Cure Period, the City has the right to terminate this Agreement without consequence. The E -Verify requirements of this Agreement will not apply, should the E -Verify program cease to exist. 7.12 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision shall be stricken, and all other provisions of this Agreement that can operate independently of same shall continue in full force and effect. miunu vmMC of Ou0iwk1BYP\I W W1J1Wal,a P. flnn •CRC Prof,vu,aI smin, Cum,oicidn--@12015 ]e71711 5 Walter P. Moore CRC - 2015 Appropriation # 4460807; P.O. # 32949 Contract Not To Exceed $ 7,500.00 7.13 Notice. Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to this Agreement shall be written and either hand -delivered or sent by prepaid U.S. certified mail, return receipt requested, addressed to the parties as follows: CRC: Carmel Redevelopment Commission 30 W. Main Street, Suite 220 Carmel, Indiana 46032 ATTENTION: Corrie Meyer PROFESSIONAL: Walter P. Moore 1845 Rodgers Freeway, Suite 1650 Dallas, Texas 75201 ATTENTION: Mark Holland, P.E. Douglas C. Haney Carmel City Attorney One Civic Square Carmel, Indiana 46032 Notwithstanding the above, CRC may orally provide to Professional any notice required or permitted by this Agreement, provided that such notice shall also then be sent as required by this paragraph within ten (10) business days from the date of such oral notice. 7.14 Effective Date. The effective date ("Effective Date") of this Agreement shall be the date on which the last of the parties hereto executes same. 7.15 Governing Law Lawsuits. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, except for its conflict of laws provisions, as well as by all ordinances and codes of the City of Carmel, Indiana. The parties agree that, in the event a lawsuit is fled hereunder, they waive any right to a jury trial they may have, agree to file such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same. 7.16 Waiver. Any delay or inaction on the part of either party in exercising or pursuing its rights and/or remedies hereunder or under law shall not operate to waive any such rights and/or remedies nor in any way affect the rights of such party to require such performance at any time thereafter. 7.17 Non -Assignment. Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without CRC's prior written consent. (CI\U+arrv\InInM11I,Dala\Lxal \lia,ev]ll\l1'i,ulonVicinlmmn kits -nal F11&'&Caninil O,nlu,l\B PMOIU't1'all, P_ M.xrti CRC Rn fxaiowl 5.niuss Coi,I,a.ido[_c12112015.1 7 PM] 6 Walter P. Moore CRC - 2015 Appropriation # 4460807; P.O. # 32949 Contract Not To Exceed $ 7,500.00 7.18 Entire Agreement. This Agreement contains the entire agreement of and between the parties hereto with respect to the subject matter hereof, and no prior agreement, understanding or representation pertaining to such subject matter, written or oral, shall be effective for any purpose. No provision of this Agreement may be amended, added to or subtracted from except by an agreement in writing signed by both parties hereto and/or their respective successors in interest. To the extent any provision contained in this Agreement conflicts with any provision contained in any exhibit attached hereto, the provision contained in this Agreement shall prevail. 7.19 Representation and Warranties. Each party hereto represents and warrants that it is authorized to enter into this Agreement and that any person or entity executing this Agreement on behalf of such party has the authority to bind such party or the party which they represent, as the case may be. 7.20 Headings. All headings and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof, 7.21 Advice of Counsel. The parties warrant that they have read this Agreement and fully understand it, have had an opportunity to obtain the advice and assistance of counsel throughout the negotiation of same, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. 7.22 Copyright. CRC acknowledges that various materials which may be used and/or generated by Professional in performance of Services, including forms, job description formats, comprehensive position questionnaire, compensation and classification plan and reports are copyrighted. CRC agrees that all ownership rights and copyrights thereto lie with Professional, and CRC will use them solely for and on behalf of its own operations. CRC agrees that it will take appropriate action with its employees to satisfy its obligations with respect to use, copying, protection and security of Professional's property. 7.23 Personnel. Professional represents that it has, or will secure at its own expense, all personnel required in performing the services under this agreement. Such personnel shall not be employees of or have any contractual relationship with CRC. All of the services required hereunder will be performed by Professional or under his supervision and all personnel engaged in the work shall be fully qualified to perform such services. 7.24 Records and Inspections Professional shall maintain full and accurate records with respect to all matters covered under this agreement for three (3) years after the expiration or early termination of this Agreement. CRC shall have free access at all proper times to such records and the right to examine and audit the same and to make transcripts there from, and to inspect all program data, documents, proceedings and activities. laa'4\I�IIDai aLLocall\firnrvi.11\\\uiJhrxa\Tiinlxua„ 1.01[m lFilta.C,nii.ntONlex.\\OVP.\IOI N'N\Ynlla P. Moon CRC Ptak,ional S vic&, 121117317 21117 3 1 7 Pali 7 Walter P. Moore CRC - 2015 Appropriation # 4460807; P.O. # 32949 Contract Not To Exceed $ 7,500.00 7.25 Accomplishment of Project Professional shall commence, carry on, and complete the project with all practicable dispatch, in a sound economical and efficient manner, in accordance with the provisions thereof and all applicable laws. In accomplishing the project, Professional shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on within CRC's organization. 7.26 IRAN CERTIFICATION. Pursuant to I.C. § 5-22-16.5, the Professional shall certify that, in signing this Agreement, it does not engage in investment activities within the Country of Iran. 7.27 ACCESS TO PUBLIC RECORDS ACT Professional understands and agrees that any "public record", as that term is defined in Indiana Code 5-14-3- 2(m), as amended, that is related to the subject matter of this Agreement, whether the same is in the possession or control of the Professional or the CRC, shall be subject to release under and pursuant to the provisions of Indiana's Access to Public Records Act, as codified in Indiana Code 5-14-3-1, et seq., as amended. (remainder of page intentionally left blank) [C\Un.\nil,eM\,mnaiillaalNliao.o0Mpockxa\Tn:,ry,ran !mullet Flip^ fan,ii:: olh,UR\'P.1IO1\\WValter I'. Mina, CRC Prolo nnnlSn,cc, Coniacida-_<21211153:17 PM] 8 Walter P. Moore CRC - 2015 Appropriation # 4460807; P.O. # 32949 Contract Not To Exceed $ 7,500.00 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: Carmel Redevelopment Commission BY: Corrie Mlle? Exec live D ctor Date: PD•�Z� r! WilliamAmer P'e•Fd Date: b — [C. Len; Ad prDriaktoca Welfer P Moore BY: BB Authorized Signature Printed Name: NN11— Title: PRI 0.1 M-1-- FID/TIN: *74- \594 31 Last Four of SSNif Sole Proprietor: Date: G -I. — 2OiS roolMMMer aanµvs Inlaoo iiatumuli Oq koNWPMOINV Wary P. Moore CRC Profa,ionleenicn Comm, LLs'a,71.7MYMI 9 Exhi64 /4 WALTER P MOORE January 29, 2015 Ms. Corrie Meyer Executive Director Carmel Redevelopment Commission 30 Main St. Suite 220 Carmel, IN 46032 Re: Proposal for Structural Engineering Services Evaluation to Classify Remaining Connection Deficiencies The Palladium at the Center for Performing Arts Carmel, Indiana Walter P Moore Proposal No. 15-0203 Dear Ms. Meyer: We are pleased to submit this proposal to perform additional engineering services for the referenced project. This proposal is for additional services under the terms and conditions in our previous agreement with CRC dated January 1, 2014. Scope of Project With the recent conclusion of litigation related to the Palladium at the Carmel Center for the Performing Arts, we understand that the Carmel Redevelopment Commission (CRC) wishes for Walter P. Moore and Associates, Inc. to assist in resolving the remaining connection deficiency issues at the Palladium building. In the previous litigation matter, Walter P Moore identified approximately 82 connections on the existing building with apparent deficiency problems. During the course of the litigation, several other deficiencies were also noted that require further investigation. This deficiency finding was based specifically on our review of the contractual requirements for the various parties responsible for the connection design and on available contractual information such as record structural drawings, record shop drawings and other expert reports submitted during the litigation. In a follow-up task during the litigation, we were authorized by the CRC to examine 8 of the 82 connections in more depth including conducting a field review of the constructed as -built condition of these eight connections which are vertical post members that connect to the T2 transfer trusses in the building. Based on this in-depth review, we determined that these eight connections were deficient and required correction. However, we were not authorized or directed to conduct a more in-depth review of the remaining 74 connections throughout the building and so we have not evaluated whether the designed and fabricated condition of any of these 74 connections and others that may exist might be structurally adequate without modification. 1845 WOODALL RODGERS FREEWAY, SUITE 1650 DALLAS, TEXAS 75201.2290 PHONE: 214.740.6200 r Ax: 214.740.6300 www. W ALT E R PMOO R E.com Corrie Meyer/Carmel Redevelopment Commission Initial Evaluation to Categorize Known Deficience Group Palladium at Carmel Regional Performing Arts Center Walter P Moore Proposal No.15-0203 January 29, 2015 Page 2 of 4 Scope of Services For this first Phase 1 of the evaluation, repair and upgrade of the remaining connections with apparent deficiencies, we propose that our scope of Basic Services consist of the following: • Make a structural evaluation and review of each of the 74 connections and other connections identified during the litigation, and based on the type of connection, position in the building, and approximate superimposed loads classify the connections as one of the following: Category 1: Needs corrective remediation to correct structural deficiencies. Category 2: Acceptable as is without corrective remediation. Category 3: Warrants further evaluation or discussion based on the Owner's need for the live load capacity noted on the final structural drawings and shop drawings. Category 3 is proposed based on the fact that some of the previously identified deficient connections that were. so listed based on the contractual requirements may not necessarily need to be remediated if an Owner/Operator review by those managing the facility determine that a lower live load capacity of the tributary spaces surrounding the particular connection in question find that the connection may be acceptable based on the actual needs and live load requirements of the facility. The goal in this evaluation for Category 3 connections would be to not remediate any connections that may be acceptable based on the actual needs of the facility. This could possibly reduce the time and cost of remediation and eliminate any unnecessary down-time or scheduling conflicts posed by the real needs for remediation. • Prepare a summary report to record these findings and related recommendations. • Present these findings to the CRC and advise a next course of action. With your authorization, we anticipate coordinating our Phase 1 review and further classification of the identified connections with the information previously gathered by Mr. Mike Anderson with Shiel Sexton during an effort to develop a rough probable cost of repair. Based on our findings, Shiel Sexton may be able to update the previous budget estimate if some of the connections are determined to be acceptable. Corrie Meyer/Carmel Redevelopment Commission Initial Evaluation to Categorize Known Deflcience Group Palladium at Carmel Regional Performing Arts Center Walter P Moore Proposal No.15-0203 January 29, 2015 Page 3 of 4 Fee We propose to provide the indicated Basic Services for this preliminary Phase 1 scope of services on a fixed fee basis in accordance with the terms in the referenced agreement. Our fixed fee for these Basic Services is $7,500. Client -Supplied Information In order for us to proceed with the work toward accomplishment of the project schedule, we will need a copy of this proposal executed with the appropriate notice to proceed. We understand that you will furnish us in a timely manner with full information regarding special conditions or criteria for the Project or special services needed, and also make available to us all pertinent existing data of which you are aware. Additional Services Note that the connections identified in our proposed Category 3 will be an initial estimate, and may warrant additional time for later review and discussion with the Owner/Operator team in Phase 2. After that period of review and agreement of the actual connections that need remediation, the final Category 3 list can be completed. Phase 2 services will be covered under a separate fee proposal. We assume that Phase 2 would also include the actual design and preparation of drawings for implementing the actual repairs in the field and the appropriate construction oversight during implementation phase. If further services beyond the scope of our Basic Services for this proposed Phase 1 are required and authorized by the Client, they will be performed for an additional fee as mutually agreed. Schedule We are prepared to strive toward the achievement of any reasonable schedule, which may be determined appropriate for the needs and scheduling of on-going performances on the project. Our fee is based on the project being executed in a timely manner without significant delays. We are prepared to begin work immediately after receipt of an executed copy of this agreement. Client Agreement If this letter agreement satisfactorily sets forth your understanding of our agreement, please sign the attached copy and return it to us so that we can commence with the work. This proposal is valid for 30 days from the date hereon. Corrie Meyer/Carmel Redevelopment Commission Initial Evaluation to Categorize Known Deficience Group Palladium at Carmel Regional Performing Arts Center Walter P Moore Proposal No.15-0203 January 29, 2015 Page 4 of 4 We very much appreciate the opportunity to provide these services to you and look forward to working with you on this project. Very truly yours, WALTER P. MOORE AND ASSOCIATES, INC. Mark Holland, P.E. Principal Diagnostics Group cc: Larry Griffis/Walter P Moore Accepted this day of 2015 Company: By: Title: