HomeMy WebLinkAboutA&F Engineering/ENG/24,196/Traffic Signal Maintenance Records A F Engineering Co., LI_C
,k Engineering-2013
Appropriation#202-401; P.O.#26576
Contract Not To Exceed $24,196.00
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES 1, ! I
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 A & F Engineering Co., LLC, 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 202-401funds. Vendor agrees to provide the Goods and Services and to
otherwise perform the requirements of this Agreement by applying at all times the highest technical and
industry standards.
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 Twenty Four Thousand One Hundred Ninety Six Dollars ($24,196.00) (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 sixty (60) 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.
4. WARRANTY:
Vendor expressly warrants 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 pursuant to or as part of that certain City of
Carmel Engineering Department Bid Proposal Package for"Traffic Signal Records Maintenance and
On Call Engineering Services" received by the City of Carmel Board of Public Works and Safety, all
of which documents are incorporated herein by reference, and that the Goods and Services will be
delivered in a timely, good and workmanlike manner and free from defect. 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 use and are
fit and sufficient for their particular purpose.
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A F Engineering Co., LLC
Engineering-2013
Appropriation#202-401; P.O.#26576
Contract Not To Exceed$24,196.00
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. Time is of the
essence of this Agreement.
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. 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 five (5) business days (or such shorter period of time as is
commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or
breach; or (d) becomes insolvent, 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, shall promptly provide
City, upon request, with copies of all such policies, 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 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 arising from or in connection with Vendor's
provision of Goods and Services pursuant to or under this Agreement or Vendor's use of City property.
Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and
employees from all claims and suits of whatever type, including, but not limited to, all court costs, attorney
fees, and other expenses, caused by any act or omission of Vendor and/or of any of Vendor's agents,
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A Rr F Engineering Co., LLC
' Engineering-2013
Appropriation#202-401; P.O. #26576
Contract Not To Exceed $24,196.00
officers, employees, contractors or subcontractors in the performance of this Agreement. These
indemnification obligations shall survive the termination of this Agreement.
10. GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes
which may be 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
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., Vendor 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. Vendor is further required to execute the attached Affidavit, herein referred to as Exhibit D, which
is an Affidavit affirming that: (i) Vendor is enrolled and is participating in the E-verify program, and (ii) Vendor
does not knowingly employ any unauthorized aliens. This Addendum incorporates by reference, and in its
entirety, attached Exhibit D. In support of the Affidavit, Vendor 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 Vendor and delivered to the City's authorized representative. Should Vendor
subcontract for the performance of any work under this Addendum, the Vendor 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.
Vendor shall maintain a copy of such certification for the duration of the term of any subcontract. Vendor
shall also deliver a copy of the certification to the City within seven (7) days of the effective date of the
subcontract. If Vendor, or any subcontractor of Vendor, knowingly employs or contracts with any
unauthorized aliens, or retains an employee or contract with a person that the Vendor or subcontractor
subsequently learns is an unauthorized alien, Vendor shall terminate the employment of or contract with the
unauthorized alien within thirty (30) days ("Cure Period"). Should the Vendor or any subcontractor of Vendor
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.
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.
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A Xc F Engineering Co., LLC
Engineering-2013
Appropriation#202-401; P.O.#26576
Contract Not To Exceed $24,196.00
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, 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 it is 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 Douglas C. Haney, City Attorney
One Civic Square Department of Law
Carmel, Indiana 46032 One Civic Square
ATTENTION: Carmel, Indiana 46032
If to Vendor: A & F Engineering
8365 Keystone Crossing, Ste. 201
Indianapolis, IN 46240
Telephone: 317-202-0864
E-Mail:
ATTENTION: Steven J. Fehribach, P.E.
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 notice to
Vendor, immediately 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
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A&F Engineering Co., LLC
' Engineering-2013
Appropriation#202-401; P.O. #26576
Contract Not To Exceed S24,196.00
receive only payment for the undisputed 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 undisputed
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.
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 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 December 31, 2013 and shall,
on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless
otherwise agreed by the parties hereto.
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. IRAN CERTIFICATION: Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this document,
it does not engage in investment activities within the Country of Iran.
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A S P Engineering Co.,LLC
Engineering-2013
Appropriation#202-401; P.O.#26576
Contract Not To Exceed$24,196.00 .-
27. ADVICE OF COUNSEL:
The parties warrant that they have read this Agreementand understand.it, have had the opportunity to obtain
legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same
freely, voluntarily, and without any duress, undue influence or coercion,
28, ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire
agreement between Vendor and City with respect to the subject matter hereof and supersedes all prior oral
or written representations and agreements regarding same. Notwithstanding any other term or condition set
forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit
attached to this Agreement or in any document referenced herein conflicts with any term or condition
contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail.
This Agreement may only be modified by written amendment executed by both parties hereto, or their
successors in interest.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA A& F Engineering Co., LLC •
by and through its Board of Public
Works:and Safety
By: By:
ames Brainard, Presiding Off er yAuthorized Si 1 attire
Dte: .
Printed Name'
Mary Ann urke, M® ber L
Date: -- Yrfl .aeitT
Title
,Lori S. W e ber FIDITIN: ,3; a2o
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Date: 3- a_Loii 3
Last Four of SSN if Sole Proprietor:
ATTEST:
.- Date:; . ,/..:* - .2-01)- _..
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Tana Cordray, M , erk-Treasurer
Date: -7 6
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ORTATION ENGINEERING STUDIES • TRAFFIC IMPACT
*A&F ENGINEERING PANST PARKINT G LOTGDESIGNG• TRANSPORTATION APLANNNG STUDIES ANALYSES
CONSTRUCTION OBSERVATION • SITE ENGINEERING
Transportation & Site Engineering
Creating Order Since 1966 REGISTRATION
INDMNA
WILLIAM J.FEHRIBACH,P.E. ILLINOIS
OF COUNCIL IOWA
STEVEN J.FEHRIBACH.P.E. KENTUCKY
PRESIDENT MICHIGAN
JOSEPH T.RENGEL,P.E. OHIO
sou
VICE PRESIDENT MISRI
FLORIDA
R.MATTHEW BROWN.P.E.
VICE PRESIDENT
RICHARD J.KELLY,P.E.
VICE PRESIDENT
January I, 2013
Mr. David Huffman
Street Commissioner
City of Carmel
One Civic Square
Carmel, Indiana 46032
Mr. Mike McBride
City Engineer
City of Carmel
One Civic Square
Carmel_ Indiana 46032
Re: Maintain Traffic Signal Records and On-Call Services - 2013
Dear Mr. Huffman and Mr. McBride.
A&F Engineering Co.. LTC has established a system for maintaining traffic signal records for
the City of Carmel. This service has been provided under an agreement with the City.
A&F Engineering now proposes to maintain those records throughout the calendar year of 2013.
We will provide the following services:
1. Assist with the administration of the traffic signal maintenance contract.
2. File all maintenance records submitted by the traffic signal maintenance contractor.
3. Issue work orders for signal repairs to the street commissioner.
4. Provide quarterly and annual reports of the work activities by the traffic signal
maintenance contractor
5. Assist with quotes from contractors for maintenance contract. Assistance shall include the
development of documents for use by the City to solicit quotes from Contractors for the
annual maintenance contract.
>� A-
8365 KEYSTONE CROSSING, SUITE 201 - INDIANAPOLIS, INDIANA 46240 ^ '
TELEPHONE (317) 202-0864 - FACISMILE (317) 202-0908 ( v
6. Assist with timing assessment and recommendation for timing changes to address
increased efficiency of traffic operation or to address pedestrian concerns.
7. Design additional pedestrian signal heads at existing signalized intersections, if required.
The fee to provide Signal Records System Maintenance (services 1-4, as outlined above), is
$27.00 per month, per intersection. Invoices will be submitted quarterly.
There are currently (54) intersections. (41) signals and (13) flashers in the system.
When new signals come on line or there are major modifications to existing signals, A&F
Engineering will prepare "as built" plans for each intersection. A maintenance record file will be
established for each intersection. The lump sum fee to provide these services is $910.00 per
intersection where an electronic design file can be provided. The lump sum fee is $1,540.00 per
intersection where A&F must perform field work to establish an as-built.
The total cost for this proposal is:
Signal records system maintenance $17,496.00
Estimated `as-built plans" with no field work (if required) - 2 intersections @ $910.00 1,820.00
Estimated `as-built plans" with field work(if required) -2 intersections a $1,540.00 3,080.00
Maintenance Contract Renewal and Evaluation 1,800.00
TOTAL $24,196.00
Additional fees to be charged on an as-needed basis:
Signal Timing Evaluations, per location, per occurrence $1,000.00
Design of Pedestrian Crossing, per location, per occurrence $1,500.00
Thank you for the opportunity to submit this proposal.
If you have any questions, please give me a call.
Sincerely.
A&F Engineering Co.. LLC
Steven J. Fehribach, P.E.
President
V:\proposals-Admin\City of Carmel\Maintain Traffic Signal Records and On-Call Services-2013.docx 1