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HomeMy WebLinkAboutRundell Ernstberger Assoc/DOCSRundell Emstberger Associates DOCS Dept - 2002 Consulting Services for Old Meridian Streetscape and Old Meridian Loop Road Alignment Plan Appropriation #1192-404 (DOCS) and/or #1190-404 (Plan Commission) Contract Not To Exceed $15,500 P.O. 4431; $7,500 P.O. 4430 AGREEMENT FOR PROFESSIONAL SERVICES APPROVED, AS FORM THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement"), is hereby made and entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety (hereinafter "City"), and Rundell Emstberger Associates, LLC (hereinafter "Professional"). RECITALS WHEREAS, City owns and is responsible for its public works, which responsibility includes, but is not limited to, the planning, design, construction, operation and maintenance of its infrastructure system; and WHEREAS, fi.om time to time, City needs professional services to assist it in fulfilling its foregoing responsibilities; and WHEREAS, Professional is experienced in providing such professional design services as are covered by this Agreement; and WHEREAS, Professional is qualified and desires to provide City with such professional services. NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions set forth herein, City 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 City desires to engage Professional as an independent contractor for the professional services ("Services") set forth in attached Exhibit A, which is incorporated herein by this reference. 2.2 Professional understands and agrees that City may, fi.om time to time, request Professional to provide additional professional services, the scope of which shall be as requested and defined by City. When City desires additional services from Professional, City shall notify Professional and set forth the scope of such additional services desired, as well as the time flame in which such services are to be rendered. After City has authorized Professional to provide such additional services, the description of same shall be set forth in a document numbered and attached hereto. 2.3 Professional understands and agrees that City reserves the right, at any time, to direct Professional to make changes in the Services provided, or to otherwise change the scope of the work covered by this Agreement, and Professional agrees to promptly make such changes. Any difference in price or time of performance resulting fi.om such changes shall be equitably adjusted by City and Professional after receipt of documentation fi.om Professional in such form and detail as City may require. 2.4 Time is of the essence of this Agreement. SECTION 3. CITY'S RESPONSIBILITIES 3.1 City shall provide such criteria and information as are reasonably necessary for Professional to understand the Services and/or additional services requested. Rundell Emstberger Associates DOCS Dept - 2002 Consulting Services for Old Meridian Streetscape and Old Meridian Loop Road Alignment Plan Appropriation # 1192-404 (DOCS) and/or # 1190-404 (Plan Commission) Contract Not To Exceed $15,500 P.O. 4431; $7,500 P.O. 4430 3.2 City shall furnish to Professional such documents and other available data in City's possession as City considers reasonably pertinent to the provision of the Services and arrange for Professional to enter upon such property as is reasonably required for Professional to perform the Services. 3.3 City shall designate payment of the Services from City budget appropriation number 1192-404 and/or 1190-404 funds. SECTION 4. PROFESSIONAL'S RESPONSIBILITIES 4.1 Professional shall perform the Services pursuant to the terms of this Agreement, within its time and cost estimate, and pursuant to any other terms and conditions set forth or referenced herein. 4.2 Professional shall coordinate its performance with the Mayor or his duly authorized representative pursuant to a mutually agreeable schedule and/or as circumstances dictate. 4.3 Professional shall provide the Services by following and applying at all times generally accepted professional, industry and technical standards. SECTION 5. COMPENSATION 5.1 As full and complete compensation for the Services performed by Professional hereunder, and subject to the terms and conditions contained in this Agreement, City shall pay Professional as set forth in attached Exhibit A. 5.2 Professional estimates that the total price for the Services to be provided to City hereunder shall be no more than $23,000.00 (the "Estimate"). Professional shall submit an invoice to City no more than once every thirty (30) days for Services provided City 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, which is incorporated herein by this reference. City shall pay Professional for all undisputed Services rendered and stated on such invoice within sixty (60) days at~er the date of City's receipt of same. If the undisputed portion of an invoice amount is not timely paid, then a late charge in a sum equal to one percent (1%) of such unpaid and undisputed invoice amount shall accrue and be due and payable by City to Professional as a separate debt for each month same remains unpaid. 5.3 Professional agrees not to provide any Services to City that would cause the total cost of the Services provided hereunder to exceed the Estimate, unless City has previously agreed, in writing, to pay an amount in excess thereof. SECTION 6. TERM Subject to the termination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be in effect from the Effective Date through December 31, 2002, and shall thereafter, on the first day of January in each subsequent year, automatically renew for a period of one (1) year. 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 City or Professional without cause upon thirty (30) days' prior notice to the other party. 7.1.2 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City for cause, or upon City's failure to appropriate monies sufficient to pay for same, immediately upon Professional's receipt of City'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 Rundell Ernstberger Associates DOCS Dept - 2002 Consulting Services for Old Meridian Streetscape and Old Meridian Loop Road Alignment Plan Appropriation # 1192-404 (DOCS) and/or # 1190-404 (Plan Commission) Contract Not To Exceed $15,500 P.O. 4431; $7,500 P.O. 4430 of same that are not in dispute, except that such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. Disputed compensation amounts shall be resolved as allowed by law. 7.2 Binding Effect. City and Professional, and their respective officers, officials, agents, partners, successors, executors, administrators, assigns and legal representatives are bound to the other and to its officers, agents, partners, successors, executors, administrators, assigns and legal representatives, in all respects as to all covenants, agreements and obligations of this Agreement. 7.3 No Third Party Beneficiaries. Nothing contained herein shall be construed to give any rights or benefits hereunder to anyone other than City and/or Professional. 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 shall become employees of City. 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. Rather, the compensation to be paid hereunder by City to Professional shall be the full an maximum amount of compensation and monies required of City to be paid to Professional hereunder. Professional hereby warrants and indemnifies City for and from any and all costs, fees, expenses and/or damages incurred by City as a direct or indirect result of any statutory, contractual or other 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. 7.5 Insurance. Professional shall procure and maintain, with an insurer licensed to do business in the State of Indiana and reasonably acceptable to City, such insurance as is necessary for the protection of City 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 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 notice to City. 7.6 Liens. Professional shall not cause or permit the filing of any lien on any of City's property. In the event such a lien is filed of record and Professional fails to remove it within ten (10) days after the date of filing thereof, by payment or bonding, City shall have the right to pay such lien or obtain such bond, all 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 City specifying such failure or breach; or (d) becomes insolvent, files, or has filed against it, a petition for receivership, makes a general assigmnent for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to, among other things: (1) terminate all or any part of this Agreement, without liability to Professional; (2) perform or obtain, upon such terms and in such Rundell Emstberger Associates DOCS Dept - 2002 Consulting Services for Old Meridian Streetscape and Old Meridian Loop Road Alignment Plan Appropriation #1192-404 (DOCS) and/or #1190-404 (Plan Commission) Contract Not To Exceed $15,500 P.O. 4431; $7,500 P.O. 4430 manner as it deems appropriate in its sole discretion and without penalty, the Services which were to be provided by Professional; and/or (3) exercise any other right or remedy available to City at law or in equity. 7.8 Govemment Compliance. Professional agrees to comply with all present and future federal, state and local laws, executive orders, roles, regulations, codes and ordinances which may be applicable to Professional's performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference. Professional agrees to indemnify and hold harmless City from any and all losses, damages, costs, attorney fees and/or liabilities resulting fi.om any violation of such law, order, rule, regulation, code or ordinance. This indemnification obligation shall survive the termination of this Agreement. 7.9 Indemnification. Professional shall indemnify and hold harmless City and its officers, officials, employees, agents, assigns and legal representatives from any and 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, outside sources, contractors or subcontractors in the performance of this Agreement, or otherwise. This indemnification obligation shall survive the termination of this Agreement. 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 of the United States, the State of Indiana and City 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 em veteran status. This indemnification obligation shall survive the termination of this Agreement. 7.11 Severabilitv. If any provision or portion of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision or portion thereof shall be stricken, and all other provisions of this Agreement which can operate independently of such stricken provision shall continue in full rome and effect. 7.12 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: CITY: PROFESSIONAL: City of Carmel One Civic Square Carmel, IN 46032 ATTN: Michael Hollibaugh (with a copy to the City Attomey, Department of Law, same address) Rundell Emstberger Associates, LLC 315 South Jefferson Street Muncie, IN 47305 ATTN: Eric Emstberger Notwithstanding the above, City 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. Rundell Emstberger Associates DOCS Dept - 2002 Consulting Services for Old Meridian Streetscape and Old Meridian Loop Road Alignment Plan Appropriation #1192-404 (DOCS) and/or #1190-404 (Plan Commission) Contract Not To Exceed $15,500 P.O. 4431; $7,500 P.O. 4430 7.13 Effective Date. The effective date ("Effective Date") of this Agreement shall be the date on which the last of the parties hereto executes same. 7.14 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 filed hereunder, they waive any rights to a jury trial they may have, agree to file any 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. 7.15 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 fights and/or remedies nor in any way affect the rights of such party to require such performance at any time thereal~er. 7.16 Non-Assignment. Professional shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not delegate its obligations under this Agreement, without City's prior consent. 7.17 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. 7.18 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. 7.19 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. 7.20 Advice of Counsel. The parties warrant that they have read this Agreement and understand it, accept all the terms and conditions hereof, have had an opportunity to obtain the advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. Rundell Emstberger Associates DOCS Dept - 2002 Consulting Services for Old Meridian Streetscape and Old Meridian Loop Road Alignment Plan Appropriation #1192-404 (DOCS) and/or #1190-404 (Plan Commission) Contract Not To Exceed $15,500 P.O. 4431; $7,500 P.O. 4430 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA by and through its Board of Public Works and Safety RUNDELL ERNSTBERGER ASSOCIATES, LLC BY: James t~rain~trd, Presiding Officer Md y An/ urke, mmSr _ Date: BY: ~ttht :~z;dfl 5atur~ i i L/Ernstberger Title: Partner FID/TIN: 35-158104 S SN if Sole Proprietor: I~te: D~e: April 16. 2002 ATTEST: ~ana Cordra~y(, I~(~, Clerk~'easurer Date: ,~'- ~/- o,.i~i. ] M U N C I E RUNDI~LL ERNSTBERGER ASSOCIAT£S,LLC February27, 2002 Mr. Mike Hollibaugh City of Carmel One Civic Square Carmel, IN 46032 Proposal for Professional Services Old Meridian Streetscape Plan Dear Mike: Rundell Emstberger Associates, LLC is pleased to submit the following proposal for the above project. This proposal is based on information contained in your communication to me (via e-mail) dated Monday, February 18, 2002 and Monday, February 25, 2002. I. OLD MERIDIAN STREETSCAPE Project Understanding We understand that the City of Carmel intends to bid engineering drawings for the rebuilding of Old Meridian sometime in 2003. A new stmetscape design should be ready to go, should funds allow for it, as a part of this work. Rundell Emstberger Associates, LLC anticipates preparation of designs in time for incorporation in these engineering plans. Conceptual Design / Scope The following work will be completed: · Review of current plans/engineering layouts · Meeting with engineering consultants · Meeting with City of Carmel representatives · Preparation of conceptual streetscape designs to include, but not limited to, pavements, lighting, signage, furnishings, plantings and sculptural elements or water features in round-a-bouts Products will include overall plans, plan enlargements, sections and/or sketches as necessary to depict design intent for streetscape elements along Old Meridian. All products will be delivered electronically and in hard copy, llx17 format. Fees for the conception/design will be billed hourly at our standard rates (see attached) and will not exceed $15,500 unless approved in writing by the Owner. Rundell Emstberger Associates, LLC can complete the conceptual design portion of this work in an 8 - 12 week timeframe. Detail Design/Scope Following approval of the design phase for the Old Meridian Streetscape, Rundell Ernstberger Associates, LLC proposes to provide: · Design development and bidding drawings which will include layout, grading, planting and detail sheets · Specifications · Cost estimates for final design · Bid assistance · Construction observation (6 visits) Products will be delivered electronically and in hard copy 24x36 or 30x42 bound sets. Project specifications will be 8~/2 x 11 bound documents. Fees for detail design/contract documents will be 8tA% of estimated construction cost. Fees for fountains and special round-a-bout features will be 12-15%, depending on complexity. Rundell Ernstberger Associates, LLC can complete the contract document phase in a 10- 12 week timeframe. We anticipate the work will be managed from our Indianapolis office. Reimbursables include at cost: mileage, reproduction expense, postage, special rendering or models, and communication expense. Mike, if you are in agreement with the above, your signature will constitute a satisfactory form of agreement between Rundell Emstberger Associates, LLC and the City of Carmel and we'll get started. Thank you again for inviting us to participate! Respectfully, Eric Emstberger ] City of Cannel Date Attachment: Standard Fee and Reimbursement Schedule RUNDELL ERNSTBERGER ASSOCIATES, LLC STANDARD FEE AND REIMBURSEMENT SCHEDULE Muncie-Indianapolis, IN 2-2002 PROFESSIONAL AND TECHNICAL STAFF Principal Associate Professional Staff (Registered Land. Arch.) Technical Staff (Graduate Land. Arch.) Clerical $135.00/hour $ 95.00/hour $ 80.00/hour $ 50.00 - $70.00/hour $ 45.00/hour These billing rates are subject to semi-annual review and revision. A surcharge of fifty percent (50%) will be added to hourly rates for expert witness testimony and/or for participation at hearings, depositions, etc. REIMBURSABLE EXPENSES Mileage Travel, Lodging, and Meals Telephone, Telex, Telecopy, Faxes, etc. Postage, Handling, etc. Copies Black & White Color Copies Plots Black & White In-House Plots Bond Vellum Mylar Color In-House Plots Heavy bond Semi-Gloss High-Gloss Color In-House Printer 81/2 x 11 Inkjet 81A x 11 Presentation 8V2 x 11 Photo Paper I 1 x 17 Inkjet 11 x 17 Presentation Paper ll x 17 Photo Paper Materials Equipment Rental Subcontract Services $0.36/mile Cost Cost Cost $0.10/copy Cost $1.00 SF $1.50 SF $1.75 SF $8.00 SF $9.50 SF $10.50 SF $1.00 SF $1.50 SF $2.50 SF $2.00 SF $2.75 SF $3.50 SF Cost Cost INVOICES Progress invoices shall be issued monthly and payment is due upon receipt. Balances remaining unpaid after thirty (30) days are subject to a monthly finance charge of 1.5% (18% annually) until paid. o~. ] M U N C I E RUNDELL ERNSTBERGER ASSOCIATES LLC February 27, 2002 DOCS Mr. Mike Hollibaugh City of Carmel One Civic Square Carmel, IN 46032 Re: Proposal for Professional Services Old Meridian Loop Road Alignment Plan Dear Mike: Rundell Ernstberger Associates, LLC is pleased to submit the following proposal for the above project. This proposal is based on information contained in your communication to me (via e-mail) dated Monday, February 18, 2002 and Monday, February 25, 2002. I. OLD MERIDIAN LOOP ROAD ALIGNMENT PLAN Project Understanding We understand that the City of Carmel is pursuing realignment of the Old Meridian Loop Road to place it in proper scale and context with the Old Meridian District. The design would address general grade and drainage requirements and would represent the actual road alignment before engineering. This project would include design for a focal point at its intersection with Old Meridian. Scope Rundell Ernstberger Associates, LLC will provide the following as a part of this work: · Conceptual plans, sections, sketches as necessary to depict the alignment and grade relationship of the new alignment with its surroundings · Meetings with City of Carmel, related departments and officials Products will be delivered digitally and on hard copy 11" x 17" format. Compensation for this work will be based on our standard hourly rates and will not exceed $7500.00 unless approved in writing by the Owner. (See hourly rate schedule.) Rundell Ernstberger Associates, LLC can complete this work in a 4-6 week timeframe. We anticipate the work will be coordinated from our Indianapolis office. Rundell Ernstberger Associates, LLC will associate with Mr. Rich Kelly of EMH&T, Indianapolis, IN to answer any preliminary engineering questions that may arise regarding drainage and grading during this assignment. Reimbursables include at cost: mileage, reproduction expense, postage, special rendering or models, and communication expense. Mike, if you are in agreement with the above, your signature will constitute a satisfactory form of agreement between Rundell Ernstberger Associates, LLC and the City of Carmel and we'll get started. Thank you again for inviting us to participate! Respectfully, Eric Eri~ City of Carmel Date Attachment: Standard Fee and Reimbursement Schedule RUNDELL ERNSTBERGER ASSOCIATES, LLC STANDARD FEE AND REIMBURSEMENT SCHEDULE PROFESSIONAL AND TECHNICAL STAFF Principal Associate Professional Staff (Registered Land. Arch.) Technical Staff (Graduate Land. Arch.) Clerical Muncie-Indianapolis, IN 2-2002 $135.00/hour $ 95.00/hour $ 80.00/hour $ 50.00 - $70.00/hour $ 45.00/hour These billing rates are subject to semi-annual review and revision. A sumharge of fifty percent (50%) will be added to hourly rates for expert witness testimony and/or for participation at hearings, depositions, etc. REIMBURSABLE EXPENSES Mileage Travel, Lodging, and Meals Telephone, Telex, Telecopy, Faxes, etc. Postage, Handling, etc. Copies Black & White Color Copies Plots Black & White In-House Plots Bond Vellum Mylar Color In-House Plots Heavy bond Semi-Gloss High-Gloss Color In-House Printer 8t/2 x 11 Inkjet 8~A x 11 Presentation 81/2 x 11 Photo Paper 11 x 17 Inkjet 11 x 17 Presentation Paper 11 x 17 Photo Paper Materials Equipment Rental Subcontract Services $0.36/mile Cost Cost Cost $0.1 O/copy Cost $1.00 SF $1.50 SF $1.75 SF $8.00 SF $9.50 SF $10.50 SF $1.00 SF $1.50 SF $2.50 SF $2.00 SF $2.75 SF $3.50 SF Cost Cost INVOICES Progress invoices shall be issued monthly and payment is due upon receipt. Balances remaining unpaid after thirty (30) days are subject to a monthly finance charge of 1.5% (18% annually) until paid. EXHIBIT B Invoice Name of Company: Address & Zip: Telephone No.: Fax No.'. Date: Project Name: Invoice No: Person Providing Goods/Services ltlate Goods/Serviees Provided Good. s/ (Describe each good/service Sermce separately and in detail) Provided Goods Cost Per Item Services Rate/ Hours Worked Total GRA3rD TOTAL Signature Printed Name EXHIBIT C INSURANCE COVERAGES Worker's Compensation & Disability · Statutory Limits Employer's Liability: Bodily Injury by Accident/Disease: Bodily Injury by Accident/Disease: Bodily Injury by Accident/Disease: $100,000 each employee $250,000 each accident $500,000 policy limit Property damage, contractual liability, products-completed Operations: Oefieral Aggregate Limit (o~her than Products/Completed Operations): Products/Completed Operations: $500,000 $500,000 Personal & Advertising Injury Policy Limit: Each Occurrence Limit: Fire Damage (any one fire): Medical Expense Limit (any one person): $500,000 $250,000 $250,000 $ 50,000 Comprehensive Auto Liability (owned, hired and non-owned) Bodily Single Limit: Injury and property damage: Policy Limit: $500,000 each accident $500,000 each accident $500,000 Umbrella Excess Liability Each occurrence and aggregate: '$500,000 Maximum deductible: $ i0,000