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HomeMy WebLinkAboutHazen and Sawyer/Util " 7 .1.\,Hazen and Sawyer Utilities Dept. - 2006 Appropriation #01-7310-08 ,P.O. #SlO122 and #01-6310-08, P.O.#W06884 Contract Not To Exceed $10,000.00 APPROVE~ TO FORM BY:~ 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 Hazen and Sawyer, PC (hereinafter "Professional"). RECITALS WHEREAS, City is committed to maintaining an equitable and competitive compensation system for the benefit of its employees; and WHEREAS, from time to time, City needs consulting or other workforce assistance (the "Services") to assist it in fulfilling the foregoing commitment; and WHEREAS, Professional is experienced in providing and desires to provide to City the Services referenced herein; and WHEREAS, City 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, City and Professional mutually agree as follows: SECTION I. 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 Services set forth in attached Exhibit A. incorporated herein by this reference. To the extent that the terms and conditions provided in Exhibit A may conflict with the terms and conditions in this Agreement, the Agreement will control. 2.2 Professional understands and agrees that City may, from time to time, request Professional to provide additional or modified Services, the scope of which shall be as requested and defined by the Mayor or his duly authorized representative and attached hereto in the order approved by City. 2.3 Time is of the essence of this Agreement. [Z,\E am'My Docunll:n!.'i'!'rofcsskmdl Smiccs'.lrrrUlrES DEPn20WHAlJ:N &. SAWYER PSA-doc:3r3.'2006 3:37 P~f] , .. .Hazen and Sawyer Urilities Depe - 2006 Appropriation #01-7310-08, P.O. #S10122 and #01-6310-08, P.O.#W06884 Contract Not To Exceed $10,000.00 SECTION 3. CITY'S RESPONSIBILITIES 3.1 City shall provide such infonnation as is reasonably necessary for Professional to understand the Services requested. 3.2 City shall provide all data required for provision of Services. Professional may assume that all data so provided is correct and complete. 3.3. City shall arrange for Professional to enter upon public and private property as reasonably required for Professional to perfonn the Services. 3,4 City shall designate payment of the Services from City budget appropriation number 01-7310- 08 and 01-6310-08 funds. 3.5 City shall designate the Mayor or his duly authorized representative to act on City's behalf on all matters regarding the Services. SECTION 4. PROFESSIONAL'S RESPONSIBILITIES 4.1 Professional shall perfonn the Services pursuant to the tenns of this Agreement and within any applicable time and cost estimate. 4.2 Professional shall coordinate with City its perfonnance 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 ::e:s:::~ ~::;fl~e:t7~:::~ ~:f~6~;~~,~~~.:;~ ~~1~~'~~;:~'~~' Ciirohf~:~~~1:;11 :~:~ 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 fonn containing the same infonnation as that contained on the Professional Services Invoice attached hereto as Exhibit B, incorporated herein by this reference. City shall pay Professional for all undisputed Services rendered and stated on such invoice within sixty (60) days from the date of City's receipt of same, or be subject to a late charge of one percent (1 %) of such unpaid and undisputed invoice amount for each month same remains unpaid. 5.2 Professional agrees not to provide any Services to City !kat \':EltllEi SIUiSS tRs tstlt! SElst Elf saHls t8 Bnsees the E:Jtif'l.ate:, without City's prior written consent. w SECTION 6. TERM Subject to the tennination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be in effect for one (1) year after its Effective Date. [Z:\E B..s\My Documcm.'Profa4ioo,l Scniccs\UTILlTlfS DEPT'1006'-HAZEN & SAWYER PSAdoc:J.',/2001> ),37 p~J '. ,Hazen and Sa wyer Utilities Dept. - 2006 Appropriation #01-7310-08 , P.O. #S10122 and #01-6310-08, P.O.#W06884 Contract Not To Exceed $10,000.00 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' notice. 7.1.2 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City, for cause, 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 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. City 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 Partv 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 City 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 City for and from any and all costs, fees, expenses and/or damages incurred by City 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. IZ:"E Bm\\1y DocumCIlIs',Prof=i"".1 &nim\UTILlTlES DEPT'l006\HAZEN & SAWYER PSAdodi3/2006 3:37 p~ " ,Hazen and Sawyer Utilities Dept. - 2006 Appropriation #01-7310-08, P,O, #S10122 and #01-6310-08, P.O.#W06884 . eontractNot To Exceed $10,000.00 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 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 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 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 and Professional fails to remove it within ten (10) days after the date of filing, City shall have the right to payor 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 City 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, City 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 City 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. [Ze\!: na15\My Documml!;\Profe>sional Scrviccs'UTlUTlES DEPT,JOO6'JIAlE:-;' & SAWYER PSAdoc:3,'JI20063,J7 P~] I-Iazen and Sawyer Utilities Dept. - 2006 Appropriation #01-7310-08, P.O. #S10122 and #01-6310-08, P.O.#W06884 Contract Not To Exceed $10,000.00 7.9 Indemnification. Professional shall indemnify and hold hannless City 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. 7. I 0 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 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. 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: John Duffy, Director Carmel Utilities Department 760 Third Avenue SW, Suite 110 Carmel, Indiana 46032 Douglas C. Haney, City Attorney Department of Law One Civic Square Carmel, Indiana 46032 PROFESSIONAL: Hazen and Sawyer, P.C. 11311 Cornell Park Drive, Suite 135 Cincinnati, Ohio 45242 ATTENTION: Robert Green [Z:',E Bass\My Docu",rntsWrQfcs,iona! S"".;ccs'.lJTIUTlES DEPT\2006'JlAlE"- & SAI'I'l'ER I'SAd"",313'2006 3;37 P~] Bazen and Sawyer Utilities Dept. - 2006 Appropriation #01-7310-08, P.O. #S10122 and #01-6310-08, P.O.#W06884 Contract Not To Exceed $10,000.00 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. 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 oflaws 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 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. 7.15 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 nor delegate its obligations hereunder without City's prior written 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. [Z:'.n B~$l;\Ml' [)(X"m':n~\ProfC!\;ionJl ScrvicC!\\UT1L1TlES J)EPT-200b\HAZEN & SAWYER PSA-do<::313'2006 3:37 P~] . . Hazen and Sawyer Utilities Dep!. - 2006 Appropriation #01-7310-08, P.O. #S10122 and #01-6310-08, P.O.#\V06884 Contract Not To Exceed $10,000.00 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 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. 7.21 Copyright. City 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. City agrees that all ownership rights and copyrights thereto lie with Professional, and City will use them solely for and on behalf of its own operations. City 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. 7.22 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 City. 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. 7.23 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. City 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. 7.24 Accomplishment ofProiect 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 City's organization. [Z'E Sdss'\fI,h' Documrms\l'rof<'Sliondl Scr;;ccs\1JT1L1TIES PEI'TI2006'.HAZEN & SAWYER PSkdoc:Ji3!100b 3:37 Pll Hazen and Sawyer Utilities Dept. - 2006 Appropriation #01-7310-08, P.O. #SIOI22 and #01-6310-08, P.O.#\V06884 Contract Not To Exceed $10,000.00 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 HAZEN AND SA WYER, P.C. BY: ~/J - BY 4 A~ri ~ Signature - A.-:j .V(t~ Printed Name Title: \1\ c..<:- ~'1'c::<;\J", \.0\1+ Fill/TIN: .J? - :2.'104-(.,5 2.. Lori S. Date: n, M17~O/Ob I SSN if Sole Proprietor: Date: r.s.o~ ATTE T: [Z:"E Bas.\\ly Doc~mcrlls'.?rofess.ional S=icc:;\UTILlTlES DEI'T,UX16HAZEl' & SAWYER PSA_<lo<,313.'2006 337 P~l AS-NEEDED PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF CARMEL, IN AND HAZEN AND SAWYER SECTION 1. GENERAL THIS AGREEMENT, made and entered into (insert date signed by Carmel, IN) by and between the City of Carmel, IN, 760 3rd Avenue, Suite 110, Carmel, Indiana 46032 (hereinafter referred to as the "Client") and Hazen and Sawyer (identified hereafter as "Provider") provides for the rendition of the professional services for the benefit of the Client described in Section 3 of this Agreement. 1.1 Provider: Hazen and Sawyer, P.C. 1.2 Address: 11311 Cornell Park Drive, Suite 135 Cincinnati, Ohio 45242 1.3 Phone Number: 513/469-2750 1.4 Fax Number: 513/469-2751 1.5 Contact Person: Robert Green The contact person designated above shall have the complete authority to act on behalf of the Provider including, by way of illustration and not by way of limitation, to define scope, transmit instructions, receive information, authorize changes in professional services, and to negotiate fees and other changes under this agreement. SECTION 2. GENERAL DESCRIPTION OF SERVICES The services will be undertaken for the benefit of the Client on an as-needed basis, as requested by the Client. Services may include planning, modeling, analysis, design, and other consulting related to the Client's facilities and infrastructure as outlined below: . Wastewater and sanitary sewer system related to collection, pumping, treatment and discharge . Water system related to source water development, treatment, pumping, transmission and distribution, and storage. The project area for this project is described as follows: . Existing and future service areas of the Client, not limited by the Client's political or corporate boundaries. "EXHIBITlt- n"~l o~ " SECTION 3. GENERAL DESCRIPTION OF PROFESSIONAL SERVICES The Professional Services to be provided by Provider will be described in the Scope of Work of the As-Needed Professional Services Task Order (Attachment A ofthis Agreement), which is incorporated by reference herein. As the need for services arises, Client will request a Proposal for the required services in the form of a draft Task Order from Provider which will describe the scope of work, schedule, compensation and other necessary information. When each Task Order is approved by the Client, it will be signed the both parties for execution. Any services beyond those identified in Attachment A shall be considered Additional Services and shall be authorized in writing by an Addendum to this Agreement executed by both parties. Any subcontractors and outside associates or consultants to be engaged by Provider under this Agreement are limited to those identified in Attachment A or as approved by the Client. SECTION 4. COMPENSATION TO BE PAID TO PROVIDER. Compensation to be paid to Provider for providing the requested services shall be in accordance with Attachment B of this Agreement, which is incorporated herein by reference. Attachment B shall become effective upon execution ofthis Agreement, and shall remain in effect until July 1, at which time it will be updated with a revised compensation scale, which will remain effective until the following July 1. Attachment B shall be revised every July 1 until the expiration or termination of the Agreement. SECTION 5. DATE OF COMMENCEMENT AND DURATION. The date of commencement for services provided pursuant to this Agreement shall be the date on which Provider receives the fully executed Agreement from the Client, and shall continue for a period of three (3) years from the date of execution. SECTlON 6. STANDARD OF CARE. Provider shall perform for or furnish to Client professional engineering and related services to which this Agreement applies as hereinafter provided. Provider may employ Subconsultants as deemed necessary to assist in the performance or furnishing of professional engineering and related services hereunder. Provider shall not be required to employ any Subconsultant unacceptable to the Provider. "EXHIBIT A- 2{ r " f <10..... 2 u[ ~ The standard of care for all professional engineering and related services performed or furnished by Provider under this Agreement will be the care and skill ordinarily used by members of Provider's profession practicing under similar conditions at the same time and in the same locality. Provider makes no warranties, express or implied, under this Agreement or otherwise, in connection with services provided. If involved in construction projects, Provider is not responsible for any contractor's construction means, methods, or safety issues. SECTION 7. TERMS AND CONDITIONS. 7.1 Indemnification: Provider agrees to indemnify and hold harmless the Client for any and all legal actions and liabilities of any nature whatsoever arising out of Providers negligent performance of the Project, including, but not limited to, injury to or death of any person or injury or destruction of tangible property. 7.2 Invoice Procedures and Method of Paymeut: Provider shall submit invoices to the Client for services rendered during each calendar month. For services provided on a lump sum basis, the amount of each monthly invoice shall be determined on the percentage of completion method whereby Provider will estimate the percentage of the lump sum services accomplished during the invoicing period. For services provided on a unit cost/hourly basis, monthly invoices shall include, separately listed, any fees for services for which time charges and/or unit costs apply for the invoicing period. Such invoices shall also separately list reimbursable expenses, if applicable. Such invoices shall be submitted monthly by Provider. The Client hereby agrees that it will make payments for said services within thirty (30) days of the date of the invoice. 7.3 Instruments of service: Provider is responsible for the professional quality, technical accuracy, timely completion and the coordination of all instruments of its services including designs, drawings, specifications, reports (service instruments) and other services provided under this Agreement. The service instruments will conform to the generally accepted codes and regulations applicable to the Project at the time of performance. 7.4 Insurance: Provider will maintain insurance against the following risks during the term ofthe Agreement: 7.4.1 Workers compensation in statutory amounts and employer's liability for Providers employees project-related injuries or disease; 7.4.2 General liability and automobile liability each in the amount of $1 ,000,000 for personal injury or property damage to third parties which arises from Providers performance under this Agreement; and 7.4.3 Professional liability in the amount of $1 ,000,000 for legal obligations arising out of Providers failure to adhere to the standard of care enunciated in Section 6 hereof. "EXHIBIT ~^~(g " 7.5 Assignment/Third Party: Neither the Provider nor the Client will assign or transfer interest in this Agreement without the consent of the other. This Agreement is binding on the successors and assigns of Provider. 7.6 Suspension/Termination, Cancellation or Abandonment. In the event the Project identified in this Agreement is suspended, canceled or abandoned by the Client, thereby suspending, delaying or terminating the services called for herein, Provider shall be given fifteen (15) days written notice of such action. Either party may terminate this Agreement for cause upon thirty (30) days written notice of a substantial failure by the other party to perform in accordance with the terms of this Agreement through no fault of the terminating party. The party receiving such notice shall have the right to correct its failure within seven (7) days ofreceiving said notice, or if it cannot cure the default within seven (7) days, proceeds diligently to cure and does cure within the thirty (30) day notice period. 7.7 Waiver: Any failure by the Client to require strict compliance with any provision of this Agreement shall not be construed as a waiver of such provision, and the Client may subsequently require strict compliance at any time, notwithstanding any prior failure to do so. 7.8 Independent Contractor: Provider represents that it is an independent contractor and not an employee, agent, joint-venturer, or partner of the Client in performing its services to the Client under this Agreement. 7.9 Client Responsibilities: The Client shall provide Provider all pertinent data, criteria, and information including, but not limited to, design objectives and constraints, space and use requirements, operational information, budgetary limits, flexibility and expendability requirements and any other available project data available such as sketches, reports, prior designs, soil tests, surveys and plans. The Client shall review Providers work thoroughly and provide direction as necessary, and if the Client at any time becomes aware of any defect, shall give notice of such defect in the work or services provided. The Client shall provide access to the project site. The Client shall be responsible for payment of any governmental or other similar fees associated with permits or plan review. 7.10 Severability: Any provision of this Agreement later held to be unenforceable for any reason shall be deemed void, and all remaining provisions shall continue in full force and effect. 7.11 Ownership of Documents: All plans, drawings, specifications, and other documents (including electronic files or documents) or other service instruments prepared or furnished by Provider pursuant to this Agreement are deemed to be the property of the Client. The documents are not intended to be suitable for reuse by Client or others on any "EXHIBIT kL{ (3 " Page 4 of6 " ;, other project. Any reuse without written verification or adaptation by Provider for the specific purpose intended will be at Client's sole risk and without liability to Provider. 7.12 Electronic/CADD Documents: Provider deliverables, if specifically provided in the scope of work, may include electronic computer-aided design and drafting (CADD) files. Unless specifically directed otherwise by the Client prior to execution of this Agreement, electronic files shall be developed based upon Providers standard practice. In the case of any discrepancy or any difference between electronic files and hard copies of drawings or files, hard copies shall control. 7.13 Changes and Addendums/Additional Services: By written notice at any time, the Client may change the scope of work described in Attachment A to this Agreement provided such changes are within the general scope of work contemplated by this Agreement. Services resulting from changes in the specific scope, extent or character of the work or in the Client's needs, including but not limited to changes in size, complexity or schedule, but not including rework of previously performed services when such services are due to causes beyond the control ofthe Client, shall be considered additional services and Provider shall be entitled to additional compensation. Unless otherwise agreed, such additional services shall be performed on a unit cost/hourly fee basis. Provider shall not be obligated to make revisions or perform additional services until Providers receipt of a mutually executed addendum as set forth in Section 3 hereof. 7.14 Confidentiality: Provider will hold secret and confidential all information provided by the Client as confidential. Provider wi II not reveal confidential information to a third party unless the Client consents in writing; or the information is or becomes part of the public domain; or Provider lawfully possessed the information before receipt from the Client; or applicable law, regulation, court order or an agency of competent jurisdiction requires disclosure; or failure to disclose the information would pose an imminent and substantial threat to human health or the environment. 7.15 Entirety of Agreement: This Agreement and Attachments A and B embody the entire agreement and understanding between the parties and there are no other agreements and understandings, oral or written, with reference to the subject matter hereofthat are not merged herein and superseded herein. No alteration, change, or modification of the terms of this Agreement shall be valid unless made in writing and signed by both parties hereto. 7.16 Applicable Law: This Agreement shall be construed pursuant to the laws of the State of Indiana. If applicable to this Agreement, Provider will comply with the requirements of the governing equal employment opportunity laws and utilization of small and disadvantaged businesses as may be required by the Client, and all other federal, state or local laws and regulations or orders issued under such laws. "EXHIBIT A 5'(8 " Y Ub'-' :, v[ ~ 7.17 Notices: Any notice required hereunder shall be sufficiently given when sent to the signatories hereunder or to the above-named contact person via United States certified mail, return receipt requested, or via overnight courier with receipt verification to the address set forth herein, or by personally delivering such notice to the party to be in receipt thereof. 7.18 Effective Date: Unless stated otherwise in Attachment A, this Agreement is effective on the date shown on the cover page. 7.19 Execution Authority: This Agreement is a valid and authorized undertaking of Client and Provider. The representatives of Client and Provider who have signed below have been fully authorized to do so. IN WITNESS WHEREOF, the parties have made and executed this Agreement as of the day and year shown on the cover page. PROVIDER: Hazen and Sawyer, P.C. CLIENT: City of Carmel, IN By: By: Title: Title: Witness: Witness: Address for Giving Notices: Address for Giving Notices: Hazen and Sawyer, P.C. 11311 Cornell Park Drive, Suite 135 Cincinnati, Ohio 45242 Phone: 513/469-2750 Fax: 513/469-2751 "EXHIBIT A-- G/g " Page 6 of6 DRAFT -7/13/06 A TT ACHMENT A CITY OF CARMEL, IN AS-NEEDED PROFESSIONAL SERVICES EXAMPLE TASK ORDER Task Order No.: Task Order Date: Subject to the As-needed Professional Services Agreement between the City of Carmel, IN, 760 3rd Avenue, Suite 110, Carmel, Indiana 46032 (herein after referred to as the "Client") and Hazen and Sawyer (identified hereafter as the "Provider"), the Client authorizes Provider to perform services as specified in this Task Order. General Description of Project: CLIENT Project No.: Project Title: Scope of Work: <Insert brief general description of services to be performed IIllder this task order> Schedule: The date of commencement for services pursuant to this Task Order shall be the date on which Provider receives the fully executed Agreement from Client. Provider shall use reasonable efforts to complete its work within . <weeks/momhs> from the date of commencement. Compensation: Provider's compensation authorized under this Task Order is: S Client shall pay Provider in accordance with the Compensation Terms, Attachment B of the As- needed Services Agreement. Amendment: This Task Order amends previously executed Task Order No.: Issued and Authorized by: City of Carmel, IN Accepted and Agreed to by: Hazen and Sawyer, P.c. By: . By: . Title: . Title: . "EXHIBIT fr"?1 g " '. DRAFT -7113/06 ATTACHMENT B CITY OF CARMEL, IN AS-NEEDED PROFESSIONAL SERVICES COMPENSATION TERMS Subject to the As-needed Professional Services Agreement between the City of Carmel, IN, 760 3rd Avenue, Suite 110, Carmel, Indiana 46032 (herein after referred to as the "Client") and Hazen and Sawyer (identified hereafter as the "Provider"), the Client will compensate Provider according to the following terrns: LABOR Provider will be reimbursed on the basis of an agreed lump sum or by the number of labor hours worked at the following hourly rates according to the grade level of the individual working on the project: Labor Grade Level Vice President/Principal Senior Associate Associate Senior Principal/Scientist Principal Engineer/Scientist Engineer/Scientist Assistant Engineer Senior Principal Designer Principal Designer Designer TechnicianlField Inspector Administrative Hourlv Rate $195.00 $175.00 $150.00 $125.00 $105.00 $ 95.00 $ 85.00 $ 90.00 $ 80.00 $ 70.00 $ 70.00 $ 60.00 There will be no overtime premium charged for project work outside ofnorrnal working hours. EXPENSES All outside expenses incurred by Provider for project assignments, except for internal expenses specified below, will be invoiced at cost plus 10% to cover administrative expenses. Examples of these items include, but are not limited to, shipping, external reprographics, supplies, permits, and subcontractors. Internal expenses will include transportation to be invoiced at $0.445/mile. "EXHIBIT _4-1;(1 " . " EXHIBIT B Invoice Date: Name of Company: Address & Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Goods Services Person Providing Date Goods/Services Provided Cost Per Hourly Total Goods/Services Goods/ (Describe each good/service Item Rate/ Service separately and in detail) Hours Provided Worked GRAND TOTAL Signature Printed Name --..;;- ""'----,.-----,.~ , --- " .. ,', -~ EXHIBIT C INSURANCE COVERAGES Worker's Compensation & Disability Statutory Limits Employer's Liability: Bodily Injury by AccidentlDisease: Bodily Injury by AccidentlDisease: Bodily Injury by Accident/Disease: $100,000 each employee $250,000 each accident $500,000 policy limit Property damage, contractual liability, products-completed operations: General Aggregate Limit (other than Products/Completed Operations): Products/Completed Operations: $500,000 $500,000 Personal & Advertising Injury Policy Limit: Each Occurrence Limit: Fire Damage (anyone fire): Medical Expense Limit (anyone 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: Maximum deductible: $500,000 $ 10,000 -"