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HomeMy WebLinkAboutHNTB Companies/UtilitiesHNTB Companies Util - 2001 Engineering Services - Drinking Water Projects Engineering Services - Wastewater Projects Appropriation #06.1050.98; P.O.#W04025 - Drinking Water #06.1050.48; P.O.#S07240 - Wastewater Contract Not To Exceed $12,500.00 - Drinking Water APPROVED, AS TO $12,500.00 - Wastewater FO~I~ AGREEMENT FOR PROFESSIONAL SERVICES 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 HNTB Corporation (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 it's infrastructure system; and WHEREAS, from time to time, City needs professional services to assist it in fulfilling its foregoing responsibilities; and WHEREAS, Professional is experienced in providing such professional services as are covered by this Agreement; and WHEREAS, City desires to engage Professional as an independent contractor for the purpose of providing to City, on a non-exclusive basis, the professional services referenced herein; 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 hereofi .SECTION 2. SCOPE OF SERVICES 2.1 City desires to engage Professional as an independent contractor for those professional wastewater ("Wastewater Projects") and drinking water ("Drinking Water Projects") services (collectively "Services") that the City may engage in from time to time, at the hourly rates set forth on attached Exhibit A, incorporated herein by reference. Professional desires to provide the Services to City. 2.2 Professional acknowledges that it has read and understands this Agreement. ,HNTB Companies Util - 2001 Engineering Services - Drinking Water Projects Engineering Services - Wastewater Projects Appropriation #06.1050.98; P.O.#W04025 - Drinking Water #06.1050.48; P.O.#S07240 - Wastewater Contract Not To Exceed $12,500.00 - Drinking Water $12,500.00 - Wastewater 2.3 Professional understands and agrees that City may, from time to time, request Professional, on a non-exclusive basis, to provide additional professional services, the scope of which shall be as requested and defined by the Mayor or his duly authorized representative. When City desires additional services from Professional, the Mayor or his duly authorized representative shall notify Professional and set forth the scope of such additional services desired, as well as the time frame in which such services are to be rendered. Professional shall then provide, at no cost to City, a time and cost estimate for such additional services. Only after City has approved Professional's time and cost estimate shall Professional be authorized to commence such additional services, the description of which shall be set forth in documents which shall be numbered and attached hereto in the order approved. 2.4 Professional understands and agrees that City reserves the right, at any time, to direct Professional to make changes in the Services and/or additional 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 from such changes shall be equitably adjusted by City and Professional after receipt of documentation from Professional in such form and detail as City may require. 2.5 Professional will perform all Services and/or additional services covered by this Agreement will conform to the specifications, samples, instructions, and/or descriptions furnished to City by Professional or by Professional to and accepted by City, and that such Services and/or additional services will be performed in accordance with the parties' mutually agreed upon schedule. 2.6 Professional acknowledges and agrees that it knows of City's intended use and will provide all Services and/or additional services provided pursuant to this Agreement in accordance with the particular purposes intended by City. 2.7 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 and to provide a time and cost estimate thereon. 3.2 Once City has accepted Professional's time and cost estimate for the Services and/or additional services, City shall: 3.2.1 Furnish to Professional, upon request, such studies, reports and other available data in City's possession as City considers reasonably pertinent to the Services and/or additional services to be provided; and .HNTB Companies Util - 2001 Engineering Services - Drinking Water Projects Engineering Services - Wastewater Projects Appropriation #06.1050.98; P.O.#W04025 - Drinking Water #06.1050.48; P.O.#S07240 - Wastewater Contract Not To Exceed $12,500.00 - Drinking Water $12,500.00 - Wastewater 3.2.2 Arrange for Professional to enter upon public and private property as reasonably required for Professional to perform the Services and/or additional services; and 3.2.3 Make reasonably available to Professional for consultation, as needed, such individuals as are necessary for Professional to provide the Services and/or additional services to City. 3.2.4 Designate payment of the Services and/or additional services from City budget appropriation number 06.1050.98 funds for Drinking Water Projects and 06.1050.48 funds for Wastewater Projects. 3.3 City shall designate the Mayor or his duly authorized representative to act on City's behalf on all matters regarding the Services and/or additional services. SECTION 4. PROFESSIONAL'S RESPONSIBILITIES 4.1 Professional shall provide to City, within five (5) business days after City requests same, a written time and cost estimate for any additional services requested by City to be performed by Professional. 4.2 Once City has accepted Professional's time and cost estimate for such additional services, they shall be performed pursuant to the terms of this Agreement, within such time and cost estimate, and pursuant to any other terms and conditions set forth or referenced herein. 4.3 Professional shall coordinate its performance with the Mayor or his duly authorized representative pursuant to a mutually agreeable schedule and/or as circumstances dictate. 4.4 Professional shall provide the Services and/or additional services by following and applying at all times, at a minimum, the standard of care of the profession. 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 accepts and agrees that the City's authorization for the Services to be provided hereunder does not exceed $12,500.00 for Drinking Water Projects and $12,500.00 for Wastewater Projects. Professional shall submit an invoice to City no more than once every thirty (30) days for Services and/or additional 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 HNTB Companies Util - 2001 Engineering Services - Drinking Water Projects Engineering Services - Wastewater Projects Appropriation #06.1050.98; P.O.#W04025 - Drinking Water #06.1050.48; P.O.#S07240 - Wastewater Contract Not To Exceed $12,500.00 - Drinking Water $12,500.00 - Wastewater services and/or additional services rendered and stated on such invoice within sixty (60) days after 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 and/or additional services to City that would cause the total cost of the Services and/or additional services provided by Professional to City hereunder to exceed the amount authorized for same, as set forth in paragraph 5.2 above, 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 31,2001, and shall thereafter, on the first day of January in each subsequent year, automatically renew for a period of one (1) year. Professional may make annual adjustments to the hourly rates set forth in Exhibit A, which rates shall take effect thirty (30) days after notice of same is received by City, unless City decides, in its sole discretion, not to accept the rate adjustments and to terminate this Agreement pursuant to paragraph 7.1 hereof. SECTION 7. MISCELLANEOUS 7.1 .Termination. 7.1.1 The obligation to provide all or any portion of the Services and/or additional services under this Agreement may be terminated by City or Professional without cause upon thirty (30) days' notice to the other party. 7.1.2 7.1.3 The obligation to provide all or any portion of the Services and/or additional 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." In the event of full or partial Agreement termination, and as full and complete compensation hereunder, Professional shall be paid for all such Services and/or additional services rendered and expenses incurred as of the date of termination 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. 'HNTB Companies Util - 2001 Engineering Services - Drinking Water Projects Engineering Services - Wastewater Projects Appropriation #06.1050.98; P.O.#W04025 - Drinking Water #06.1050.48; P.O.#S07240 - Wastewater Contract Not To Exceed $12,500.00 - Drinking Water $12,500.00 - Wastewater 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, contractors, subcontractors or outside sources are or shall become employees of City. Furthermore, Professional shall have the sole responsibility to pay to or for its agents, employees, contractors, subcontractors and outside sources all statutory, contractual and other benefits and/or obligations as they become due, and City shall not be responsible for same. Rather, the compensation to be paid hereunder by City to Professional shall be the full and 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, outside source, contractor or subcontractor 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, contractors, subcontractors or outside sources, 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. Professional shall cause its insurers to name City as an additional insured on all such insurance policies (except on its Professional Responsibility Insurance policy), shall, upon request, provide City with copies of all such policies, and shall provide that such policies will not be canceled without thirty (30) days prior notice to City. .HNTB Companies Util - 2001 Engineering Services - Drinking Water Projects Engineering Services - Wastewater Projects Appropriation #06.1050.98; P.O.#W04025 - Drinking Water #06.1050.48; P.O.#S07240 - Wastewater Contract Not To Exceed $12,500.00 - Drinking Water $12,500.00 - Wastewater 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. Professional shall indemnify and hold harmless City from and against any and all liabilities, losses, claims, costs, attorney fees, expenses and/or damages incurred by City in connection with any such lien or the removal thereof. This indemnification obligation shall survive the termination of this Agreement. 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 and/or additional services as specified; (c) fails to make progress so as to endanger timely and proper completion of the Services and/or additional services and does not correct such failure or breach within five (5) business days (or such shorter period of time as is commercially reasonable under the circumstances) 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 assignment 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 manner as it deems appropriate in its sole discretion, the Services and/or additional services which were to be provided by Professional and Professional shall be liable to City for any excess costs to City in performing or obtaining same; and/or (3) exercise any other right or remedy available to City at law or in equity. 7.8 Government Compliance. Professional agrees to comply with all present and future federal, state and local laws, executive orders, rules, 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 from 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, HNTB Companies Util - 2001 Engineering Services - Drinking Water Projects Engineering Services - Wastewater Projects Appropriation #06.1050.98; P.O.#W04025 - Drinking Water #06.1050.48; P.O.#S07240 - Wastewater Contract Not To Exceed $12,500.00 - Drinking Water $12,500.00 - Wastewater 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. The failure to do so shall constitute a material breach of this Agreement. 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, contractors, subcontractors and outside sources 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 and/or additional 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. City reserves the right to collect a penalty as provided in IC 5-16-6-1 for any person so discriminated against. This indemnification obligation shall survive the termination of this Agreement. 7.11 Severability. 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 force 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, 1N 46032 ATTN:Mike Hollibaugh (with a copy to the City Attorney, Department of Law, same address) HNTB Corporation 111 Monument Circle, Suite 1200 Indianapolis, IN 46204-5178 ATTN: Roger C. Ward, PE 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 fi.om the date of such oral notice. 'HNTB Companies Util - 2001 Engineering Services - Drinking Water Projects Engineering Services - Wastewater Projects Appropriation #06.1050.98; P.O.#W04025 - Drinking Water #06.1050.48; P.O.#S07240 - Wastewater Contract Not To Exceed $12,500.00 - Drinking Water $12,500.00 - Wastewater 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 rights and/or remedies nor in any way affect the rights of such party to require such performance at any time thereafter. 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. HNTB Companies Util - 2001 Engineering Services - Drinking Water Projects Engineering Services - Wastewater Projects Appropriation #06.1050.98; P.O.#W04025 - Drinking Water #06.1050.48; P.O.#S07240 - Wastewater Contract Not To Exceed $12,500.00 - Drinking Water $12,500.00 - Wastewater 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, 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. 1N 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 HNTB CORPORATION BY: Jdmes Brainard,. Presidin~ Officer Date:, lviai'y Apfn Burke~em~r Date: / Billy~alker,'Member Date: BY: Authorized Signature Printed Name: eT~ ~ ~-q-~. Title: ~} ~ C~_ t'~g'de~ J',e,9'te,.7~ FID/SSN: ~3-/~ Date: /~ '/~ ~ ATTEST: ~ D~ian a~C o :dra~, ~C~~/'~s~(ur ~r~L~ Date: iu/z4/Ol W~U oY:oo ~'A& g i 3~7 917 5~12_.~ ENTB ~002 Exhibit "~" to Master Agfebment Example Projects 116th Street Water and Sewer Extensions Donnybrook Subdivision Water Line Extension Typical Billing Rate Schedule * Employee Classification Hourly Billing Rate Principal $180 QA/QC Coordinator 160 Project Manager 130 Project Engineer 100 CADD Designer 95 CADD Technician 70 Clerical 45 * Hourly billing rates are representative of actual rates of individuals, as of Ju!y 2001 through June 2002, who will provide professional services to the City of Carmel. Exhibit "~' MastAg~.doc EXHIBIT B Invoice Name of Company: Address & Zip: Telephone No.: Fax No.: Dace: Project Name: Invoice No: Person Providing Goods/Services Date I Good. s/ Service Provided Goods Goods/Services Provided (Describe each good/service separately and in detail) ICost Per Item Services Hourly Rate/ Hours Worked Total GRAND 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~fi~r 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: $ 10,000