HomeMy WebLinkAboutStantec Consulting Services, Inc./STREET/$15,750/Landscape ServicesStantec Consulting Services Inc.
Street Department - 2024
Appropriation #1192 101 43-504.00 Fund; P.O. #112570
Contract Not To Exceed $15,750.00
AGREEMENT FORPURCHASE OFGOODS ANDSERVICES
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES (“Agreement”) is hereby entered into by
and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety (“City”), and
Stantec Consulting Services Inc. an entity duly authorized to do business in the State of Indiana (“Vendor”).
TERMS AND CONDITIONS
1. ACKNOWLEDGMENT, ACCEPTANCE:
Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of same
constitutes its acceptance of all of the Agreement’s terms and conditions.
2. PERFORMANCE:
City agrees to purchase the goods and/or services (the “Goods and Services”) from Vendor using City budget
appropriation number 1192 101 43-504.00 fund. Vendor agrees to provide the Goods and Services and to
otherwise perform the requirements of this Agreement by applying at all times the reasonable skill and diligence
required by customarily accepted professional practices and procedures normally provided in the performance
of the services at the time when and the location in which the services were performed (the “Standard of Care”).
This Standard of Care is the sole and exclusive standard of care that will be applied to measure Vendor’s
performance.
3. PRICE AND PAYMENT TERMS:
3.1 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder shall
be no more than Fifteen Thousand Seven Hundred Fifty Dollars ($15,750.00) (the “Estimate”). Vendor
shall submit an invoice to City no more than once every thirty (30) days detailing the Goods and
Services provided to City within such time period. City shall pay Vendor for such Goods and Services
within thirty-five (35) days after the date of City’s receipt of Vendor's invoice detailing same, so long
as and to the extent such Goods and Services are not disputed, are in conformance with the
specifications set forth in Exhibit A, are submitted on an invoice that contains the information contained
on attached Exhibit B, and Vendor has otherwise performed and satisfied all the terms and conditions
of this Agreement.
3.2 Vendor agrees not to provide any Goods and Services to City that would cause the total cost of the
Goods and Services provided by Vendor to City hereunder to exceed the Estimate, unless City has
previously agreed, in writing, to pay an amount in excess thereof. All payments and any late payments
fees shall be pursuant to Indiana Prompt Payment Statute; Ind. Code 5-17-5 et al.
4. WARRANTY:
Vendor expressly agrees that the Goods and Services covered by this Agreement will conform to those certain
specifications, descriptions and/or quotations regarding same as were provided to Vendor by City and/or by
Vendor to and accepted by City, all of which documents are incorporated herein by reference, and that the
Goods and Services will be delivered in a reasonably timely manner in accordance with the Standard of Care.
Vendor acknowledges that it knows of City’s intended use and expressly warrants that the Goods and Services
provided to City pursuant to this Agreement have been selected by Vendor based upon City’s stated.
5. TIME AND PERFORMANCE:
This Agreement shall become effective as of the last date on which a party hereto executes same (“Effective
Date”), and both parties shall thereafter perform their obligations hereunder in a timely manner. The Vendor
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Stantec Consulting Services Inc.
Street Department - 2024
Appropriation #1192 101 43-504.00 Fund; P.O. #112570
Contract Not To Exceed $15,750.00
shall perform the Services in accordance with the mutually agreed schedule for same.
6. DISCLOSURE AND WARNINGS:
If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may direct, a list of
all chemicals, materials, substances and items used in or during the provision of the Goods and Services
provided hereunder, including the quantity, quality and concentration thereof and any other information relating
thereto. At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to furnish to
City sufficient written warning and notice (including appropriate labels on containers and packing) of any
hazardous material utilized in or that is a part of the Goods and Services.
7. LIENS:
Vendor shall not cause or permit the filing of any lien on any of City’s property, except to the extent such lien
is the result of a failure by the City to pay amounts due and owing hereunder. In the event any such lien is filed
and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding, City
shall have the right to pay such lien or obtain such bond, all at Vendor’s sole cost and expense.
8. DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this
Agreement, including Vendor’s warranties; (b) fails to provide the Goods and Services as specified herein; (c)
fails to make progress so as to endanger timely and proper provision of the Goods and Services and does not
correct such failure or breach within twenty (20) 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, is placed into 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
1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights and
remedies available to City at law and/or in equity.
9. INSURANCE AND INDEMNIFICATION:
Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer
licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and
Vendor from all claims for damages under any workers’ compensation, occupational disease and/or
unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness,
disease or death of or to any of Vendor’s agents, officers, employees, contractors and subcontractors; and, for
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 in attached Exhibit C. Vendor shall cause its
insurers to name City as an additional insured on all such insurance policies (except Worker’s Compensation
and Employer’s Liability insurance), and shall promptly provide City, upon request, and shall provide that such
insurance policies shall not be canceled without thirty (30) days prior notice to City. Vendor shall indemnify and
hold harmless (but not defend) City from and against any and all liabilities, claims, demands or expenses
including, but not limited to, reasonable attorney fees) for injury, death and/or damages to any person or
property to the extent caused by the Vendor or Vendor’s negligent use of City property. Vendor further agrees
to indemnify and hold harmless (but not defend) City and its officers, officials, and employees from all claims
and suits of whatever type, including, but not limited to, all court costs, reasonable attorney fees, and other
expenses, caused by any negligent act or omission of Vendor and/or of any of Vendor’s agents, officers,
employees, contractors or subcontractors in the performance of this Agreement. These indemnification
obligations shall survive the termination of this Agreement.
2
Stantec Consulting Services Inc.
Street Department - 2024
Appropriation #1192 101 43-504.00 Fund; P.O. #112570
Contract Not To Exceed $15,750.00
10. GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes
applicable to Vendor’s performance of its obligations under this Agreement, and all relevant provisions thereof
are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless (but not defend) City
from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules, regulations
and codes. This indemnification obligation shall survive the termination of this Agreement.
11. NONDISCRIMINATION:
Vendor represents and warrants that it and all of its officers, employees, agents, contractors and
subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting
discrimination against any employee, applicant for employment or other person in the provision of any Goods
and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of
employment and any other matter related to their employment or subcontracting, because of race, religion,
color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran status.
12. E-VERIFY:
Pursuant to I.C. § 22-5-1.7 et seq., as the same may be amended from time to time, and as is incorporated
herein by this reference (the “Indiana E-Verify Law”), Vendor is required to enroll in and verify the work eligibility
status of its newly-hired employees using the E-Verify program, and to execute the Affidavit attached herein
as Exhibit D, affirming that it is enrolled and participating in the E-Verify program and does not knowingly
employ unauthorized aliens. In support of the Affidavit, Vendor shall provide the City with documentation
indicating that it has enrolled and is participating in the E-Verify program. Should Vendor subcontract
for the performance of any work under and pursuant to this Agreement, it shall fully comply with the Indiana E-
Verify Law as regards each such subcontractor. Should the Vendor or any subcontractor violate the Indiana
E-Verify law, the City may require a cure of such violation and thereafter, if no timely cure is performed,
terminate this Agreement in accordance with either the provisions hereof or those set forth in the Indiana E-
Verify Law. The requirements of this paragraph shall not apply should the E-Verify program cease to exist.
13. NO IMPLIED WAIVER:
The failure of either party to require performance by the other of any provision of this Agreement shall not affect
the right of such party to require such performance at any time thereafter, nor shall the waiver by any party of
a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the same or any
other provision hereof.
14. NON-ASSIGNMENT:
Vendor 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 written consent.
15. RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any
of its officers, employees, contractors, subcontractors and agents are employees of City. The contract price
set forth herein shall be the full and maximum compensation and monies required of City to be paid to Vendor
under or pursuant to this Agreement.
16. GOVERNING LAW; LAWSUITS:
This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana, except
for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they waive
their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County, Indiana only,
3
Stantec Consulting Services Inc.
Street Department - 2024
Appropriation #1192 101 43-504.00 Fund; P.O. #112570
Contract Not To Exceed $15,750.00
and agree that such court is the appropriate venue for and has jurisdiction over same.
17. SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive
order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to
comply with same, and the remaining provisions of this Agreement shall remain in full force and effect.
18. NOTICE:
Any notice provided for in this Agreement will be sufficient if itis in writing and is delivered by postage prepaid
U.S. certified mail, return receipt requested, to the party to be notified at the address specified herein:
If to City: City of Carmel AND City of Carmel
Street Department Office of Corporation Counsel
st3400W131 Street One Civic Square
Carmel, Indiana 46074 Carmel, Indiana 46032
If to Vendor: Stantec Consulting, Inc.
3901 Industrial Boulevard
Indianapolis, Indiana 46254
Notwithstanding the above, notice of termination under paragraph 19 hereinbelow shall be effective if given
orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from the
date of such oral notice.
19. TERMINATION:
19.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon 30 days’ notice
to Vendor, terminate this Agreement for cause, in the event of a default hereunder by Vendor and/or
if sufficient funds are not appropriated or encumbered to pay for the Goods and Services to be provided
hereunder. In the event of such termination, Vendor shall be entitled to receive only payment for the
invoice amount representing conforming Goods and Services delivered as of the date of termination,
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.
19.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. In the
event of such termination, Vendor shall be entitled to receive only payment for the invoice amount of
conforming Goods and Services delivered as of the date of termination, 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.
19.3 The City may terminate this Agreement pursuant to Paragraph 11 hereof, as appropriate.
20. REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Agreement and that the persons
executing this Agreement have the authority to bind the party which they represent.
21. ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods
and services to City. When City desires additional goods and services from Vendor, the City shall notify Vendor
4
Stantec Consulting Services Inc.
Street Department - 2024
Appropriation #1192 101 43-504.00 Fund; P.O. #112570
Contract Not To Exceed $15,750.00
of such additional goods and services desired, as well as the time frame in which same are to be provided.
Only after City has approved Vendor’s time and cost estimate for the provision of such additional goods and
services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in writing, to provide
such additional goods and services, shall such goods and services be provided by Vendor to City. A copy of
the City’s authorization documents for the purchase of additional goods and services shall be numbered and
attached hereto in the order in which they are approved by City.
22. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19
hereinabove, this Agreement shall be in effect from the Effective Date through the satisfactory completion of
services and/or delivery and acceptance of goods contracted for herein.
23. HEADINGS
All heading 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.
24. BINDING EFFECT
The parties, and their respective officers, officials, agents, partners, successors, assigns and legal
representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations
set forth in Agreement.
25. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
26. DEBARMENT AND SUSPENSION
26.1 The Vendor 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
Vendor.
26.2 The Vendor 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 Vendor 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.
27. IRAN CERTIFICATION
Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this Agreement, it does not engage in
investment activities within the Country of Iran.
28. ADVICE OF COUNSEL:
The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain
legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same
5
Exhibit A
Stantec PROFESSIONAL SERVICES AGREEMENT
This Agre ement is mode and entered into effe c tive Augus t l 5, 2024 (the "Agreement Date") by and between:
Client "
Name:
Address :
Phone :
Representative:
Staniec"
Name:
Addres5:
Phone :
Representa ti ve:
City of Carmel, IN
3 C ivic Sq, Carmel, IN 46032
1317 ) 571 -24 17
Todd Gillian , Urban Forester
Stan i ec Consulting Serv ices In c.
390 1 Industrial Boulevard , lndianapalis, IN 46254
3 17) 981 -499 1
Crysta l DeBoer, Associate, Senior
Environmental Scientist/Ecologis t
Project Name (the "Project"):
Smoky Row Rd & Carey Rd No-Mow Beautifica tion Project
Email: TGillian@cormet.in ,gov
Ema il: Crystal.DeBoer@stantec.com
DESCRIPTION OF WORK : Staniec shall render the services described in Attachment "A" (hereinafter ca ll ed the "Services")
in occordonce w it h this Agreement. Staniec may, a t it s discretion and al a ny stage. engage su bconsultants ta perform
all or any port o f the Serv ices. The C lient and St a n ec by written amendment to th is Agreement may from time to ime
make c hanges to the Services. All ch a nged work sh a ll be carried out under th is Agreement. Th e time fo r completion o f
the Serv ices shall be adj us ted accordingly.
COMPENSATION : Charges for the Services rendered w ill be made in accorda nce w it h th e Con tract Price indica ed in
Attachmen t "A", or, if no Contract Price is indicated, in accordance with Stantec's Sc hedule of Fees and Disbu rsemen ts
in e ffect from ti me to ti me as the Serv ices ore rendered.
Invo ices shall be paid by the Cl ient in the currency of t he jurisdic ti on in which the Services are provided w ithout deducti on
or se o ff u pan receipt. Fa il ure to make any payment when due is a materi al breach of th i5 Agreement and w ill entit le
Staniec, at its option. to suspend or te rminate th is Agreement and t he provisio n of the Services. Interest w ill accrue on
occoun s overdue by 30 days a t the lesser of 1.5 percent per month ( 18 percent per annum) or the maximum legal ro te
of in erest. The C lient w ill make payment by Electronic Funds Transfer when requested by Staniec.
REPRESENTATIVES : Each party shall designate in the space provided above o representative who is aut horized to act on
behalf of that party and receive notices under this Agreement. Such representatives have complete authori y to act on
behalf o f the ir principals in respect to oil matters aris ing under th is Agreement.
NOTICES : All no ices, consen ts, and approvals required to be g ive n hereunder sha ll be in writing and shall be g iven to the
representa tives of each party. All notices required by th is Agreemen t to be g iven by either party sha ll be deemed l o be
properl y given and received w ith in two (21 b usi ness days if made in w ri ting a he o t her party by certi fied mail or email,
addressed to the regu lar business address o f such party as identifi ed above.
CLIENT'S RESPONSIBILITIES : The C lient shall provide ta Sta niec in writing. h e C li ent's tota l requiremen ts in connection with
th e Project, incl ud ing the Project budget and time cons traints . The Client sha ll make avail able to Sta niec all releva nt
informati on or data pertinent to the Project wh ich is requ ired by Staniec to perform the Serv ices . Sta niec shall be entitled
to re ly upon the accuracy and comple teness o f all information and data furnis h ed by the Clien t. including in forma ti on
and data o ri ginating w ith other consu lt ants employed by the Cl ie nt whether such consultan ts are e n gaged at the request
of Sta niec or o therwise . Where suc h information or data orig inates either with the Clien t or ifs consultants then Sta niec
sha ll not be responsible to the C lient for the consequen ces of a ny e rr or or omission con ta ined therein.
Wh en required by Sta niec, the Clien t shall e n gage specialist consultants d irec tly to perform items of work necessary to
enable Stan ec to carry out the Serv ices. Whether arra n ged by the C lient or Staniec. these services shall be deemed to
be provided u nder direct contracts to the C lient un less express ly provided o th erwise.
The Clien shall give prompt consideration to a ll documentati on re la ted to th e Project p repared by Staniec and whenever
prompt action is necessary sha ll inform Stan i ec o f Cli ent 's d e c isions in such reasonable time so as not to delay !he
schedul e for providing the Services .
When appli cable, he Clie n shall arrange a nd make provision fo r Ston tec's e ntry to the Project site as well os other publi c
a nd private property os necessary fo r Staniec to perform the Services . Th e Cl ient shall obtain any required approvals,
Stantec PROFESSIONAL SERVICES AGREEMENT Page 2
licenses and permits from governmental or other au harit ies having jurisdiction over the Project so as not to delay Staniec
in the performance of the Services.
STANTEC 'S RESPONSIBILITIES : Staniec shall furnish the necessary qualified personnel to provide the Services. Staniec
represents that it has access to the experience and capability necessary lo and agrees to perform the Services with the
reasonable skill and diligence required by customarily accepted professiona l practices and procedures normally
provided in the performance of the Services at the time when and the location in which the Services were performed.
This undertaki ng does not imply or guarantee a perfect Project and in the event of failure or partial failure of the product
or the Services, Stontec will be liable only far its failure to exercise diligence. reasonable care, and professiona l ski ll. This
standard of core Is the sole and exclusive standard of core that will be applied to measure Stontec's performance. There
ore no other representations or warranties expressed or implied mode by Staniec . In particular. but not by way of
limitation. no implied warranty of merchantability or fitness for a particu lar purpose sha ll apply to the Services provided
by Staniec nor shall Staniec warrant or guarantee economic, market or financial conditions, proforma projections,
schedules for public agency approvals, or other factors beyond Stontec's reasonable control. Staniec does not warrant
the Services to any third party and the C lient shall indemnify and hold harmless Staniec from any demands. claims, suits ,
or actions of third parties arising out of S ontec's performance of the Services .
In performing the Services under this Agreement, Staniec shall operate as and hove the status of on independent
contractor and shall not act as or be on employee of the Client.
TERMINATION : Staniec may terminate this Agreement without cause upon thirty (30] days' notice in wri ing. If either party
breaches this Agreement. the non-defaulting party may terminate this Agreement after giving seven (7) days' not ice to
remedy the breach. On termination of this Agreement. the C li ent shall forthwith pay Staniec for the Services performed
to the dote of terminat ion. Non-payment by the Client of Stontec's invoices within 30 days of Staniec rendering some is
agreed to constitute a materia l breach of this Agreement and, upon written notice as prescribed above. the du ties,
obli gations , and responsibilities of Staniec are terminated.
SUSPENSION OF SERVICES : If the project is suspended for mare than thirty (30] calendar days in the aggregate, Staniec
shall be compensated far services performed and charges incurred prior to receipt of notice to suspend and. upon
resumption , an equitable adjustment in fees to accommodate the resulting demobilization and remobilization costs. In
addition, there shall be an equitable adjustment in the project schedule based on the delay caused by !he suspension .
If the Project is suspended for more than ninety (90] days. Staniec may, al its option. terminate this agreement upon
giving notice in writing to the Clienf.
ENVIRONMENTAL: Except as specifically described in this Agreement. Stantec 's field investigation, laboratory testing and
engineering recommendations wi ll not address or evaluate pollution of soil or pollution of groundwater.
Where the Services include storm water pollution prevention {SWPP]. sedimentation or eros ion control plans.
specifications, procedures or related construction observation or administrative field functions. Cli ent acknowledges that
such Services proposed or performed by Sta niec ore not guaranteed to provide complete SWPP. sedimentation or
erosion con rol. capture all run off or siltation . that any phys ica l work.sore o be constructed and maintained by the
Client's controc or or others and that Stontec hos no control over the ultimate effectiveness of any such works or
procedures. Except to the extent that there were errors or omissions in the Services provided by Staniec, Clien t agrees to
indemnify and hold Slontec harmless from and against oil claims. cosfs. liabilities, or damages whatsoever arisi ng from
any storm water pollution. erosion, sedimentation. or discharge of silt or other deleterious substances Into any waterway.
wetland or woodland and any resulting charges. fines . legal action, c leanup. or related costs.
In the prosecution of work. Stantec will toke reasonable precautions to ovoid damage to sub erroneon structures or
utililies. However, ii is the respons ibility of the Clien t to provide Staniec with ass istance in locating underground structures
and utilities in the vicinity of any construction. exploration, or in vest igation. Stontec shall a lso re ly upon third pony sources
in order to de ermine the existence and location of any underground structures and utilities of any kind. The Client
acknowledges and agrees that Stontec may rely on such third-party advice, so long as such third party is. in Stan tec's
opinion. o reasonable source for such info rmation. without any requirement that Staniec shall make on independent
evaluation or investigation of such underground struc tu res and utilities. In the event that the information supplied by th ird
parties in incorrect. the Client acknowledges that Stontec shall not be responsible for any damages done to any such
underground structures or util ities . If neither party con confirm the location of such structures and utilities. the Client agrees
to accept all li abilities. costs. expenses and damages, whether direct. indire ct , economic. punitive , incidental, special,
exemplary or consequential, associated w ith the repair, replacement or restoration of any damages to such structures
and utilities caused by Staniec or its subcontractar[s] or subconsul tont(s) in the performance of !he Services and the Client
agrees lo defend. indemnify and hold Stontec harmless from any such damages.
BUILDING CODES , BYLAWS AND OTHER PUBLIC REGULATIONS : Staniec shal l, to the best of it s ability. interpret buil d in g codes,
by-lows, and other public regulations as they apply to the Project and as they ore published a t the time Services
commence . Furthermore, Stantec shall observe and comply with o il applicable laws, ordin ances. codes, and regulations
of government agencies, including federal , state. provincial , municipa l, and local governing bodies having jurisdiction
over the conduct of the Services ("LAWS"]. However. it is expressly acknowledged and agreed by the Client that as
the
Stantec PROFESSIONAL SERVICES AGREEMENT Page 3
Project progresses such building cOdes. by-lows. other p ublic regulations. and LA WS may change or the interpretation o f
any p u blic a uthority may differ from the interpretation of Staniec. through no fault of Stontec. and ony extra costs
necessary to conform to such changes or inlerpretotions duri ng or o ft er execution of the Services will be paid by the
C lient.
Staniec shall conti nue to provide equal employment opportunity to all qualified persons and to recruit. hire. train. promote
and compensate persons in a ll jobs w it hout regard to race, color. religion. sex. age, disability or notional origin or any
other basis proh ibited by applicable lows.
COS T AND SCHEDULE OF CONSTRUCTION WORK : In providing opinions of probable cost and project schedule , it is
recognized th at neither the Client nor Stontec hos control over the costs of labor. equipment. or materials. or over t he
Contractor's methods of determining prices or time . The opinions of probable cost or project duration are based on
Stontec's reasonable professional judgment and experience and do not constitute a warranty, express or implied. that
the Contractors ' b ids . project schedules, or the negotiated price o f the Work or schedu le will not vary from th e Client's
budget or schedule or from any opinion o f probable cost or projecl schedule prepared by Staniec. Exact costs and times
w ill be determined only when bids hove been received for the Project and when the construction work has been
performed and payments fin alized.
ADMINISTRATION OF CONSTRUCTION CONTRACTS ; When applicable. Staniec shall provide field services during the
construction of the Project only to the extent tho such Services ore included and defi ned in this Agreemen t. The
performance of the construction contract is not Stantec 's responsibility nor ore Slontec's field services rendered for the
construction contractor's benefit.
It is understood a nd agreed by the Client and Staniec that only work wh ich hos been seen d urin g on examin ation by
Staniec con be said to hove been appraised and comments on the balance of any construction work are assumptions
only.
When field services are provided by Stan i ec, the authority for general administration of the Project shall reside w ith
Staniec only to the extent defined in this Agreement. In such case, Stontec shall coordinate the activities o f other
consultants employed by th e Client. only to the extent that Staniec is empowered to do so by such other consu ltan ts'
contracts w ith the Client.
Staniec shall not be responsible for any contractor's fai lure l o carry out the work in accordance with the contract
documents nor for the acts or omiss ions of any contractor. subcontractor, any of their agents or employees, or any other
persons performing any of the work in connection with the Project. When field services ore provided, no acceptance by
Staniec of the work or services of a construct ion contractor or other consultants. whether express or implied, shall re lieve
such construction contractor or o th er consultants from their responsibilities to the Client for the proper performance of
such work or serv ices and further . St aniec shall not be responsible to the Client or to the construclion contractor or to the
other consultants for the means, methods. techn iques. sequences. procedures and use of equipment of any nature
whatsoever. whether reviewed by Staniec or not. w hic h are employed by the construction con trac tor or the other
consu lt ants in executing. designing, or adminis tering any phases of the Projec , or for placing in to operation any p lant or
equipment or for safety precautions and programs incidental there to.
When fi e ld services are provided, Staniec will not be designated as the party responsible for th e compliance by others
on th e construction work site with the purposes or requirements o f applicable environmental. occupational health and
safety, or similar legislat ion. The Clien shall designate a respons ible party, o ther than Stan ec. for the coord ination and
performance of environmental. occupational health and safety activities on the construction work site as required by
applicable legislation and assoc iated regulations.
JOBSITE SAFETY : Ne ith er the professional acti vities of Staniec. nor he presence of Staniec or its employees and
subconsu ltonts at o construction site . shall re li eve the Client and any other entity of th eir obligation s. duties and
responsibilities with respect to job site safety. Subject only to appli cable legislation. Staniec and it s personnel hove no
authority to exercise any control over any construction contractor or other entity or their employees in connection with
their work or any health or safety precautions.
INDEMNITY : The Clien releases Staniec from any liability and agrees to defend. indemnify, and hold Staniec harmless
from any and a ll claims. damages. losses, and/or expenses. direct and indirect. or consequentia l damages. including but
not limited to attorney's fees and charges and court and arbitration costs. aris ing out of. or c laimed to arise out of. lhe
performance of the Services. excepting liability aris in g from the negligence or w illful misconduct of Staniec.
LIMITATION OF LIABILITY : It is agreed th at. to the fu ll est extent possible u nder the applicable low. the total amount of all
claims (inc luding any and all costs associated with such claims such as attorney and expert fees and interest) the Client
may have against Staniec under this Agreemen t or arising from th e performance or non-performance of the Services
under a ny theory of low, including but not limited to claims for negligence. negligent misrepresentation and breach o f
contract. shall be strictly limited to th e lesser of the fees paid to Staniec fo r the Services or $500 ,000 . No claim may be
brought against Staniec in contract or tort more than two (2) years ofter the cause of action arose. As th e C lient's
so le
Stantec PROFESSIONAL SERVICES AGREEMENT Page 4
and exclusive remedy under th is Agreemen t any c la im. demand or suit shall be d irected and/or asserted only aga ins t
Staniec and not against any of Sto ntec's employees, o ffi cers. o r d irectors .
Stontec's liability with respect to any c la ims arising out of t his Agreemen t sha ll be absolutely ti m i ed to d irec t damages
arising o ut of the Serv ices and S1a n tec sh a ll bear no liability whatsoever for any consequential loss. in j ury or damage
incurred by the Client . inclu d ing b u t n o t li mited to claims for loss o f use . loss of profi ts and loss of markets.
In no event shall Stant ec 's obliga tion to pay damages o f any kind exceed its proportionate shore of liability for causing
such damages.
DOCUMENTS : All documents prepared by Stan i ec or on behalf o f Sto n tec in connec tion w ith the Projec t ore instruments
o f service for the execution o f the Pro ject. Staniec retains the property and copyright in these documents, whet her the
Project is execu ted or not. Paymen t to Stan i ec o f the compensation prescribed in th is Agreement shall be a condition
precedent to the Cl ient's right to use documentati on prepared by Staniec. These documents may not be used for any
other purpose w ithout the prior written agreement of Staniec. The C lient sha ll hove a permanent non-exclus ive. roya lty -
free license to use any concept, produ ct or process which is patentable or capable of trademark, produced by or
result ing from the Services re ndered by Stontec in connection w ith the Project. for the li fe of the Project. The C lient shall
not use . in fringe upon. or appropria te such concepts. products or processes without the express written agreement o f
Staniec . In the e vent Stantec's docu ments are su bsequently reu sed or modified in a ny material respect w ithout he prior
consent of Stan i ec. th e Client agrees to indemnify Stontec from any c la ims advanced on account of sa id re u se or
modification .
Any document prod uced by Staniec in relation to the Services is in tended for the so le use of Clien t. The docume nts may
no t be relied upon by any other party without the express written consent of Stan i ec. which may be w it hheld at Stontec's
discreti on. Any suc h consent will provide no greater rights lo the th ird party t han those held by the C lient under the
contract and will only be authorized pursuant to the conditions of Stan tec's standard form re liance letter.
St aniec cannot guarantee the a u thenticity, integrity or completeness of data fil es su pplied in electronic format
E lectronic Fi les "). Cl ient sha ll re lease. indemnify. and hold Staniec. its officers . employees. consu l ants , and agents
harmless from any claims or damages aris ing from the use o f Electronic Fil es. Electronic files will not contain stomps or
seals. remain the property of Sta niec. are not to be used for any p urpose other than tho for wh ich they were transmitted.
and are not to be retransmit ted too th ird party wit h out Stonlec's written consen.
PROJECT PROMOTION : Where the Cli ent has control or influence over construction sig noge. press re leases and/or other
promoti onal information identi fy ing the project ["Projec t Promot io n "). the Client agrees to include Stan tec in such Projec t
Promoti on.
FORCE MAJ EURE: Any default in the performance of th is Agreement caused by any of the following events and w it hout
fou l or negligence on t he port o f the defaulting porty shall not constitute a breach of contract : labor st rikes . rio ts. war.
acts of govern mental authorities . unusua lly severe wea th er condi tions or other natural ca tas trophe, d isease , epidemic or
pandemic. or any other cause beyond the reasonable con tro l or contemplation of either party. No hing herein re li eves
the Cl ien o f its obligation to pay Staniec for services rendered.
GOVERNING LAW : Th is Agreement sha ll be governed. construed. and enforced in accordance with the lows of the
jurisdic ti on in w h ich the majori ty of the Services ore performed .
DISPUTE RESOLUTION : If req uested in w riti ng by e ither the Client or Sta niec. th e Cl ient and Staniec sha ll attempt to reso lve
any disp ute between them arising o ut of or in connection with th is Agreement by entering into structured non-binding
negoti ations with th e ass istance of a mediator on o w it hout prej udice basis. The mediator shall be appointed by
agreement of the parties . Th e Parties agree that any actions under this Agreement w ill be brought in the appropriate
court in the jurisd iction of Governing Low. or elsewhere by mutual agreement. Nothing herei n however prevents Staniec
from any exercising statutory lien rights or remedies in accordance with legislation where the project site is located .
ATTORNEYS FEES : In the event of a dispute hereu nder, the prevailing party is entitled to recover from the other party a ll
costs incurred by the prevailing party in enforcing this Agreement and p rosecuti ng the dispute, including reasonable
a ttorney's and expert 's fees , whether incurred through formal legal proceedings or otherwise .
ASSIGNMENT AND SUCCESSORS: The Client shall no , w ithout the prior written consent o f Stontec, ass ign the benefit or in
any way transfer the obligolions of th is Agreement or any port hereof. This Agreement shall in ure to the benefit of and be
binding upon the parties here to, and except as otherwise provided herein, upon the ir executors, administrators.
successors , and assigns .
PROTECTION OF PRIVACY LAWS : The parties acknowledge tha t in forma ti on rela ti ng to on identifi ed or identifi able person
Persona l Information") may be exchanged in the course of this Projec t purs uant to this Agreemen t.
The part y d isclosing Persona l Information !the "Disc losing Party") warrants that is hos a ll necessary authorizations and
approvals requ ired to process and d isc lose the Persona l Information and l o enable the party receiving the Persona l
Informati on (the "Receiving Party''l to process it in performi ng the Serv ices. The Disclos ing Porty will provide th e Rece iv ing
Porty w it h written noti ce containing the details of wha t Persona l Information will be provided.
Stantec PROFESSIONAL SERVICES AGREEMENT Page 5
The Receiving Porty will comply with any reasonable instruction from the Disclosing Porty in respect of such Personal
Information and implement appropriate technicol and orgonizo tion measures to protect the Personol lnformotion against
unauthorized or unlawful processing and occidental loss. theft, use . d isclosure , destruction and/or damage.
The Receiving Porty shall be permitted, upon prior written consent o f the Disclosing Porty. to transfer Personal Information
outs ide the jurisdic tion if required for performance of the Services provided that such transfers ore in accordance w ith
relevant and applicable requirements under applicable legisla tion. The Receiving Porty shall provide the Disclosing Porty
with full coopera tion and assistance in meeting its obligations under applicable privacy legisla tion, including in re la tion
to the security of processing, the notification of Persona l Informa tion breaches, the notification of requests from individuals
and Personal Information protection impact assessments .
On termination of this Agreement. the Receiving Pony shall cease processing Personol lnforma ion and sha ll delete and
destruct or return to the Disclosing Pony (as the Disclosing Porty may require) o il Personal Information held or processed
by the Receiving Porty on the Disclosin g Porty 's behalf. It is understood however. tha t the Receiving Porty may need to
keep o copy o f all Personal Information for legal purposes and Ihere fore it will continue to take reasonable steps to protect
th e Persona l Information as outlined herein and will proceed w ith the destruction of the Persona l Information within o
reasonable period of time if there is no longer any legal justification to keep the Personal Information .
Nothing herein relieves either party from their responsibilities for compliance w ith applicable privacy legislation .
ENTIRE AGREEMENT: This Agreement constitutes the sole and entire agreement between the Client and Staniec relating
to the Project and supersedes oil prior agreements between them. whether writ ten or orot respecting the subject matter
hereof and no o ther terms. conditions . or warranties . whether express or implied, shall form o part hereof. This Agreement
may be amended on ly by written inst ru ment signed by both th e Client and Staniec. All attachments referred to in th is
Agreement are incorporated herein by th is reference: however. in the event o f any conflict between attachments and
the terms and conditions of th is Agreement , the terms and conditions of this Agreement sha ll take precedence.
SEVERABILITY: If any term. condition. or covenant of this Agreement is held by a court of competent jurisdicti on to be
invalid. void . or unenforceable. the remaining provisions of Ihis Agreemeni shall be bin ding on the Client and Staniec.
CONTRA PROFERENTEM : The parties agree that in the event his Agreement is subject to interpreta tion or construction by
o third party, such third party shall not construe this Agreement or o ny port of it against either party as the drafter of th is
Agreement.
BUSINESS PRACTICES : Each Porty shall comply w ith all applicable lows, contractual requirements and mandatory or best
practice guidance regarding improper or illegal payments, gifts or gratuit ies , and wi ll not pay, promise to pay or a uthorize
the payment of any money or anything of value, d irectly or indirectly, to any person (whether o governmen t official or
private individual) or enti ty for the p urpose or illegally or improperly in ducing o decision or obtaining or retaining business
in connection with th is Agreement or the Services.
THE PARTIES EXPRESSLY ACKNOWLEDGE THAT THIS AGREEMENT CONTAINS LIMITATION OF LIABILITY PROVISIONS RESTRICTING
RIGHTS FOR THE RECOVERY OF DAMAGES .
The Parties. intending to be legally bound, hove mode, accepted. and executed this Agreement as of the Agreement
Date noted above.
City of Carmel, IN
Todd Gilllan. Urban Forester
Signature
Staniec Consulting Services Inc.
Signature
Crys ta l DeBoer, Associate. Sen ior
Environmenta l Scientist /Ecologist
Stantec PROFESSIONAL SERVICES AGREEMENT
ATTACHMENT "A"
A ttoched to and forming port of the Agreement BETWEEN:
City of Carmel. IN
Hereinafter called the "Client")
ond -
Stontec Consulting SeNices Inc.
Hereinafter called "Staniec")
EFFECT IVE: August 15, 2024
This Attachment details the Services, Contract Time . Contract Price, Addit ional Conditions and Additional Attachments
forming port of the above-described Agreement.
SERVICES:
CONTRACT TIME:
CONTRACT PRICE:
Staniec shall perform the following SeNices:
See Attachment B: Statement of Work
Hereinafter call ed the "SeNices")
Commencement Dote: Upon receipt of a fully executed agreement.
Estimated Completion Dote: TBD
Su bject to the terms below, Client will compensate Staniec as follows:
Fixed Fee~
Project specific charges. such as subconsultants; travel, accommodations, and meals:
project-specific printing of deliverables; consumables: usage charges for specialized field
equipment and company-owned. leased. or rented project vehicles; external testing lab
charges and other external services charges; specialized computer software costs; and other
significant project-specific expenses will be invoiced in addition to labor fees.
Where not stated as being included in the fees. project specific subconsultant, contractor. lob
and other similar third-party charges will be charged as invoiced to Staniec with a ten percent
Il 0%) markup.
Unless otherwise noted. the fees in this agreement do not include any value added. sates. or
other taxes that may be applied by Government on fees for services. Such taxes will be added
to a ll invoices as required .
Where the SeNices or services conditions change, Staniec shall submit to the Client in a timely
manner. documentation of the revisions to Attachment "A" adjust ing the Contract Services Time
and Price as required.
Unless otherwise specified, charges for Services are based on Stantec's hourly billing rate table
Rote Table"), attached hereto . The Rate Tob ie is subject to escalation from time to lime. At o
minimum. effective each January t during the term of this Agreement, Stontec's charges for
SeNices shall escalate by either (a) the most current Consumer Price Index year over year
percentage increase. not seasonally adjusted, for the preceding July, all items, as published by
Statist ics Canada (for Projects in Canada) plus 1.0%. or (b) the most current Consumer Price
Index for All Urban Consumers (CPI -U) year over year percentage increase , not seasonally
adjusted, for the preceding July, as published by the U.S. Bureau of Labor Statist ics plus 1.0% (for
a ll other projects).
Stantec
Project Name: Smoky Row Rd & Carey Rd No-Mow Beautification Project
Date: 8/15/024
Client Contact: Todd Gillian
Project No.: 2390 TBD
Prepared By: Crystal DeBoer
Stantec Consulting , Inc ., appreciates the opportunity to provide following scope of services for the
city of Carmel for a beautification project location located within the northeast parcel of the round-
a-bout of Smoky Row Road and Carey Road .
I. SERVICES DESCRIPTION AND OBJECTIVES:
A. Site Preparation
Stantec will provide site preparation of the existing vegetation prior to installation of native seed
and plant plugs. The site will be mowed with cut material to remain on site. If equipment cannot
reach corners or tight spaces within the site , and problematic vegetation is present, it will be weed
whipped . Approximately two (2) weeks after the mowing, the site will be evaluated and treated
with a site and target species appropriate herbicide by trained and certified staff. If needed a
second herbicide application will occur with seeding anticipated to occur within one week of the
second herbicide application . Weather and or site conditions will influence actual seeding .
A turf edge along the curb , to allow for mowing by others , will be maintained . The offset will not
be present along the boundary to the north or the west.
B. Native Species Installation
Stantec will acquire and install a native prairie seed mix via a no -till seeder. An annual cover
crop of oats will be included with native forbs and grasses. The seed mix will be installed within
the plug planting area . Within a 10 foot buffer along the southwest portion of the side , along the
round-a-bout, 1750 plugs will be installed on approximately 14 " on center spacing , on average .
Fertilizer, soil amendments , and pre-emergent herbicides will not be used .
Stantec is not responsible for impacts to the seed establishment due to encroachment such as
mowing by other contractors or adjacent landowners , trespassing , damage from wildlife including
but not limited to deer, geese and rabbits , trash or yard debris , weather patterns , maintenance
actions or earth disturbance from public or private entities , or other factors outside of Stantec's
control.
Fixed Fee: $11,750.00
C. First Year Maintenance
Stantec will provide licensed and trained staff to provide site maintenance consisting of four (4)
maintenance mobilizations . Establishment of the native prairie will consist primarily of a
combination of spot treating problematic or invasive species with herbicide and weed whipping
to limit seed production of such species to support the establishment and maturity of the seeded
Page I of2
Stantec
ADDITIONA L
CONDITIONS:
ADDITIONAL
ATTACHMEN TS:
INSURANC E
REQU IREMENTS:
PROFESSIONAL SERVICES AGREEMENT
ATTACHMENT "A" Page 2
The following additiona l conditions shall be read in conjunction with and const itute part of thi s
Agreement:
No additional conditions.
COVID-19: The parties acknowledge the ongoing COVID-19 pandemic and agree that the
CONTRACT PR ICE and CONTRAC T TIME are based on what is currently understood. Where
conditions change. the parties may have further discussions to manage and mitiga e th e impact
o f th is evolving sit uation on the Project.
The following additional a tt achments shall be read in conjunction with and constitu te port of this
Agreement:
Attachment B: Statement of Work
Before any services ore provided under this agreement. Staniec shall procure, and maintain
insurance coverage d uring the term of this agreement.
j Stantec
and desirable species . Not all seeded species establish in the first year and may not find su itable
stab ility until several years post seeding .
Fixed Fee: $4 ,000.00
II. DELIVERABLES
Four (4) mobi lizations for site preparat ion and seed installation .
Installation of approximately 0 .5 acres of native prairie seed mix .
Installation of 1,750 native plant plugs .
Four (4) mobilizations for site maintenance to the site .
Ill. INFORMATION/ FACILITIES/ RESPONSIBILITIES TO BE FURNISHED BY CLIENT:
Th e client wi ll prov id e reasonable access to the site .
IV. OTHER REQUIREMENTS OR SPECIAL CONDITIONS:
Stantec will coordinate with the City of Carmel 's Urban Forester reg arding site work
scheduling .
V. TERMS OF PAYMENT
Payment is due w ithin 30 days of in voice reception .
VI. OTHER CONSULTANT PARTICIPANTS: None
Page 2 of2
EXHIBIT B
Invoice
Date:
Name of Company:
Address & Zip:
Telephone No.:
Fax No.:
Project Name:
Invoice No.
Purchase Order No:
Goods Services
Person Providing
Goods/Services
Date
Goods/
Service
Provided
Goods/Services Provided
Describe each good/service
separately and in detail)
Cost Per
Item
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: $100,000 each employee
Bodily Injury by Accident/Disease: $250,000 each accident
Bodily Injury by Accident/Disease: $500,000 policy limit
Property damage, contractual liability,
products-completed operations:
General Aggregate Limit (other than
Products/Completed Operations): $500,000
Products/Completed Operations: $500,000
Personal & Advertising Injury
Policy Limit: $500,000
Each Occurrence Limit: $250,000
Fire Damage (any one fire): $250,000
Medical Expense Limit (any one person): $ 50,000
Comprehensive Auto Liability (owned, hired and non-owned)
Bodily Single Limit: $500,000 each accident
Injury and property damage: $500,000 each accident
Policy Limit: $500,000
Umbrella Excess Liability
Each occurrence and aggregate: $500,000
Maximum deductible: $ 10,000