HomeMy WebLinkAboutNequette Architects Inc./DOCS/$47,500/Consulting/Professional ServicesCzBmmjtpoMzodi.NdHsbuibu9;6:bn-Bqs37-3135
Nequette Architects, Inc.
Department of Community Services - 2024
Appropriation #1192 101 43-404.00 Fund; P.O.#110948
Contract Not To Exceed $47,500.00
SECTION 3 CITY'S RESPONSIBILITIES
3.1 City shall provide such information 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 perform the Services.
3.4 City shall designate payment of the Services from City budget appropriation number 1192 101 43-404.00 fund.
3.5 City shall designate the Mayor or their duly authorized representative to act on City’s behalf on all matters
regarding the Services.
SECTION 4 PROFESSIONAL'S 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 City 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 City hereunder shall be no more
than Forty Seven Thousand Five Hundred Dollars ($47,500.00) (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, incorporated herein by this
reference. City shall pay Professional for all undisputed Services rendered and stated on such invoice within
thirty five (35) days from the date of City’s receipt of same.
5.2 Professional agrees not to provide any Services to City that would cause the total cost of same to exceed the
Estimate, without City’s prior written consent.
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, 2024, and shall, on the first
day of each January thereafter, automatically renew for a period of one (1) calendar year, unless otherwise
Nequette Architects, Inc.
Department of Community Services - 2024
Appropriation #1192 101 43-404.00 Fund; P.O.#110948
Contract Not To Exceed $47,500.00
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 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 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 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.
7.5 Insurance
7.5.1 Professional shall, as a condition precedent to this Agreement, purchase and thereafter maintain such
insurance as will protect it and City from the claims set forth below which may arise out of or result from
Professional's operations under this Agreement, whether such operations be by Professional or by its
subcontractors or by anyone directly or indirectly employed by any of them, or by anyone directly for whose
acts any of them may be liable:
1) Claims under Worker's Compensation and Occupational Disease Acts, and any other
employee benefits acts applicable to the performance of the work;
Nequette Architects, Inc.
Department of Community Services - 2024
Appropriation #1192 101 43-404.00 Fund; P.O.#110948
Contract Not To Exceed $47,500.00
2) Claims for damages because of bodily injury and personal injury, including death, and;
3) Claims for damages to property.
Professional's insurance shall be not less than the amounts shown below:
A. Commercial General Liability (Occurrence Basis)
Bodily Injury, personal injury, property damage,
Contractual liability, product/completed operations
Each Occurrence Limit $1,000,000.00
Damage to Rented Premises $100,000.00
each occurrence)
Medical Expense Limit $5,000.00
Personal and Advertising Injury Limit $500,000.00
General Aggregate Limit $2,000,000.00 (Other than
Products Completed
Operations)
NOTE: GENERAL AGGREGATE TO APPLY PER PROJECT
Products/Completed Operations $1,000,000.00
B. Auto Liability $1,000,000.00 (combined
single limit) (owned, hired & non-owned)
Bodily injury & property damage $1,000,000.00
each accident
C. Worker's Compensation & Disability Statutory
D. Employer’s Liability:
Bodily Injury by Accident/Disease: $100,000 each employee
Bodily Injury by Accident/Disease: $250,000 each accident
Bodily Injury by Accident/Disease: $500,000 policy limit
E. Professional Liability Insurance. The Professional shall carry and maintain during the
continuance of this Agreement, professional liability insurance in the amount of
2,000,000 for single limit claims and $3,000,000 in the aggregate. The Professional's
policy of insurance shall contain prior acts coverage sufficient to cover all Services
Nequette Architects, Inc.
Department of Community Services - 2024
Appropriation #1192 101 43-404.00 Fund; P.O.#110948
Contract Not To Exceed $47,500.00
performed by the Professional for this Project. Upon City's request, Professional shall
give prompt written notice to City of any and all claims made against this policy during
the period in which this policy is required to be maintained pursuant to this Agreement.
If the insurance is written on a claims-made basis and coverage is cancelled at any
time, the Professional will obtain, at its cost, an extended reporting endorsement
which provides continuing coverage for claims based upon alleged acts or omissions
during the term of the Agreement until all applicable statute of limitation periods have
expired.
7.5.2 Professional shall provide the City with a certificate of insurance, naming the City as an
additional insured," showing such coverage then in force (but not less than the amount shown above)
shall be filed with City prior to commencement of any work. These certificates shall contain a provision
that the policies and the coverage afforded will not be canceled until at least thirty (30) days after
written notice has been given to City.
7.5.3 Professional may, with the prior approval of the City, substitute different types of coverage for
those specified if the total amount of required protection is not reduced. Professional shall be
responsible for all deductibles.
7.5.4Nothing in the above provisions shall operate as or be construed as limiting the amount of liability
of Professional to the above enumerated amounts.
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
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; (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
Nequette Architects, Inc.
Department of Community Services - 2024
Appropriation #1192 101 43-404.00 Fund; P.O.#110948
Contract Not To Exceed $47,500.00
survive the termination of this Agreement.
7.9 Indemnification
7.9.1 To the fullest extent permitted by law, the City agrees that the Professional’s total liability to the City for
any and all claims, losses, expenses or damages arising out this agreement from Professionals’ negligent acts,
errors or omissions shall not exceed the Professional’s limits of Professional Liability coverage. Claims
associated with bodily injury are excluded from this limitation, as they are covered by the Professional’s
General Liability Insurance.
7.9.2 The City, to the fullest extent permitted by applicable law, shall indemnify and hold harmless the
Professional, its officers, employees, and Consultants from and against damages, losses and judgements
arising from claims to the extent actually caused by the negligent acts or omissions of the City (or any of the
City’s respective agents or employees). The City, to the fullest extent permitted by applicable law, shall
indemnify and hold harmless Professional from and against any liability for damages from deviation from the
design documents at direction of the City and not approved in writing by the Professional.
7.9.3 City takes full responsibility and liability for the use of any concept or schematic designs or sketches that
do not require the Professional to develop into stamped construction details or drawings.
7.10 Discrimination Prohibition
Professional represents 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 C,
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 C. 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 City’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 City within seven
7) days of the effective date of the subcontract.
Nequette Architects, Inc.
Department of Community Services - 2024
Appropriation #1192 101 43-404.00 Fund; P.O.#110948
Contract Not To Exceed $47,500.00
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.
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:
CITY:
City of Carmel City of Carmel
Department of Community Services Office of Corporation Counsel
One Civic Square One Civic Square
Carmel, Indiana 46032 Carmel, Indiana 46032
PROFESSIONAL:
Nequette Architects, Inc.
nd22272 Ave North, Fourth Floor
Birmingham, Alabama 35203
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.
7.14 Effective Date
The effective date (“Effective Date”) of this Agreement shall be the date on which the last of the parties hereto
executes same.
Nequette Architects, Inc.
Department of Community Services - 2024
Appropriation #1192 101 43-404.00 Fund; P.O.#110948
Contract Not To Exceed $47,500.00
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 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.
7.16 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 City’s
prior written consent.
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 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 acknowledge 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.
Nequette Architects, Inc.
Department of Community Services - 2024
Appropriation #1192 101 43-404.00 Fund; P.O.#110948
Contract Not To Exceed $47,500.00
7.22 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 for current project listed
in Exhibit A. 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.
7.23 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 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.
7.24 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. 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.
7.25 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 City’s organization.
7.26 Debarment And Suspension
7.26.1 The Professional certifies by entering into this Agreement that neither it nor its principals nor any of its
subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily
excluded from entering into this Agreement by any federal agency or by any department, agency or political
subdivision of the State of Indiana. The term “principal” for purposes of this Agreement means an officer,
director, owner, partner, key employee or other person with primary management or supervisory
responsibilities, or a person who has a critical influence on or substantive control over the operations of the
Professional.
7.26.2 The Professional certifies that it has verified the state and federal suspension and debarment status
for all subcontractors receiving funds under this Agreement and shall be solely responsible for any recoupment,
penalties or costs that might arise from use of a suspended or debarred subcontractor. The Professional shall
immediately notify the City if any subcontractor becomes debarred or suspended, and shall, at the City’s
request, take all steps required by the City to terminate its contractual relationship with the subcontractor for
work to be performed under this Agreement.
Nequette Architects, Inc.
Department of Community Services -2024
Appropriation #1192 101 43-404.00Fund;P.O.#110948
Contract NotTo Exceed $47,500.00
7.27 Access to Public Records Act
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 City, shall be subject to release under and pursuant to the
14-3-1, etseq., as
amended.
7.28Iran 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.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANANequette Architects, Inc.
BY:BY:
James Crider, Chief of StaffAuthorized Signature
Date:
Louis NequettePrintedName:
PresidentTitle:
63-1219257FID/TIN:
April 16, 2024Date:
4/29/24
February 28, 2024
CityofCarmel
Attn: Mike Hollibaugh
One Civic Square
Carmel, IN46032
Email: mhollibaugh@carmel.in.gov
PROPOSAL FORCONCEPTUAL SERVICES: CNO CAMPUS - DISTRICT MASTER PLANNING
TheCNO corporate campus site isapproximately 78acres ofsurface-parked, low-density corporate
office parkontheeastsideoftheUS31freeway approximately amile andahalffromCarmel city
center inCarmel, IN. TheProjectwill includetheCNO campus aswellasneighboring parcelsthat
encompass approximately 240acres. Programtobeheavily focusedonawalkablemixed-usedistrictto
beunique but complement and support the existing downtown neighborhoods, including Carmel arts
and design district, Midtown District and City Center. Nequette Architecture and Design
willprovidethefollowing servicesfortheProject.
PHASE 1:
Scope:
Concept Design Atproject kick-
Plan. Preliminary districtplanning andmobility networks willbeoriginated inthisphase. Thegoalofthis
exercise istodevelop apackage that willeffectively communicate the vision, goals, and planning
strategies for the new district.
Proposal assumes two (2) distinctconcept options
Proposal assumes one (1) revision for owner comments onselected option.
Deliverables:
oStreetnetworkDiagram
oPedestrian circulation diagram
oOpen/greenspacediagram including significant public plaza/amenity
oTransect diagram / densityandusemapping
o Concept Design forCNOcampus
oBlock-planningDiagrams fordistrict
PHASE 2:
Scope:
District Development Ifowner approves Concept Design andgive notice toproceed from
Phase 1, the Architect will bring the Master Plan design tothe Design Development level. This
will include the development ofaregulating document for the future development inthe
district. Masterplan development duringthisphasewillalsoidentify buildingtypologies, density
and mix, and architectural character and placemaking.
Proposal includesone (1) roundofrevisions forowner/Stakeholder comments.
ND22272AVENUE NORTH
FOURTH FLOOR
BIRMINGHAM, ALABAMA 35203
F: 205.329.7001
WWW.NEQUETTE.COM
2/26/2024CNOCampusSiteMasterPlanning
Page 2of 3
Deliverables:
Districtregulating document
Building typology identification
Density studyandyields
Building typedatasheets
Finalrendered MasterPlan
FEES:
o PhaseOne:
Thescopeofservices described abovewillbe:
ConceptDesign: $47,500
o Phase Two:
Thescopeofservices described abovewillbe:
DistrictDevelopment: TBD
Architect willpresent aninvoice monthlyforservices provided todate. Invoicesareduethirty
30) daysuponreceipt. Ownerhasfourteen (14) daysuponreceipttodisputecharges. Architect
retainstherighttosuspend services ifpaymentonundisputed invoices arenotreceivedwithin
sixty (60) days, unless otherwise agreed upon, until all sums are paid. A3% service charge will
beadded toinvoices, each month, forunpaid balances over sixty (60days).
Hourly services will include, but arenot limited to, additional revisions, additional scope not
listed inthis Agreement, design changes due toentitlement, special meetings, and events to
represent the ideas and opportunities of this Project.
o Rates: Principal Architect $325/HR; Senior Design Staff (Architect/Interior/Graphic)
275/HR; Architect/Interior Staff $250/HR; Associate Staff $225/HR. hourly
rates aresubject toannual escalation adjustments with prior notice given.
rdEachphasewillalsoincludeProjectcoordinationwith3partyconsultants andorganizations.
Expensesarebilledatcostplus10% (postage, printingfees, travelexpenses includingCharette
expenses, etc.)
Additional Expenses:
o Additional revisions, layouts, beyond the allotted amount listed ineach phase and/or
requirements from Owner orStakeholders onboard during Phase One.
o Additional revisions, layouts, beyond the allotted amount listed ineach phase and/or
requirements Stakeholders onboarded after Phase One conclusion.
o Additional requireddrawingsoutsideofthescopementioned above.
MISCELLANEOUS PROVISIONS
Architect isnotengagedtocreatestampedconstruction documents; theOwner takesfull
responsibility and liability for the use ofany Concept orSchematic Designs orsketches.
Whenentitlement processandscopeisdefined, Architect willprovideaproposaltocarrythe
Project through Entitlement phase.
Aftertheentitlement phaseiscompleted, OwnerandArchitect willmeettodecideonpath
forward for the design phase oftheProject.
Consultants toconsiderthatareoutsideof scope Ownerwouldcontract directly.
Forfulldisclosure, theArchitect hasbusinessrelationswiththefollowing entitiesasDBAthat
2/26/2024CNOCampusSiteMasterPlanning
Page 3of 3
mayormaynotbeassociated withtheProject.
o WeaveEnvironmental Branding program andprojectbranding, graphics, andsignage
led byChad Martin.
o TroveFurnishings furniture anddecoration selections, procurement, andinstallation
led byTiffiany Shaw.
Sincerely,
Nequette Architecture & Design CityofCarmel
LouisNequette, AIA Agent Date
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
Louis Nequette
Nequette Architects, Inc.
President/CEO
23rd 24April
Louis Nequette
Louis Nequette