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HomeMy WebLinkAboutWoolpert LLP - Carmel Gateway Arch Surveys (plus 4 addendums) - $13,600C c ,icy copy cc /el key PROFESSIONAL SERVICE AGREEMENT BETWEEN WOOLPERT LLP AND CARMEL REDEVELOPMENT COMMISSION SECTION 1. GENERAL THIS AGREEMENT, made and entered into this 24411 day of March , 20 04, by and between Woolpert LLP, whose address is 7140 Waldemar Drive, Indianapolis, Indiana 46268 -4192 (hereinafter referred to as "Woolpert") and the "Client" identified herein, provides for the Professional Services described under Section 3 of this Agreement. • Client: Carmel Redevelopment Commission • Address: One Civic Square, Carmel, Indiana 46032 • Contact Person: Les Olds • Phone Number: 317.571.2492 • Fax Number: 317.844.3498 • Project Number: • Title: Carmel Gateway Surveys, or the "Project" The "Contact Person" designated above shall have the complete authority to act on behalf of the Client, including, by way of illustration and not by way of limitation, to define scope, transmit instructions, receive information, and authorize changes in Professional Services, and to negotiate fees and other changes under this Agreement. Section 2. General Description of Project and Project Area The Client's project is described as follows: Construct Gateway Arches at four locations in the City of Carmel. The project area for this Project is described as follows (including the city, township, or county and state): Four locations defined in "Scope of Services" (Attachment A to this Agreement) located in the City of Carmel, Clay Township, Hamilton County, Indiana. Section 3. General Description of Professional Services The Professional Services to be provided by Woolpert are identified below and are more fully described in the "Scope of Services" (Attachment A to this Agreement), which is incorporated by this reference: Carmel Gateway Surveys Any services beyond those identified in this Agreement shall be considered Additional Services and shall be authorized in writing by an Addendum to this Agreement executed by both parties. Section 4. Compensation to Be Paid to Woolpert Compensation to be paid to Woolpert for providing the requested Services shall be as follows: • In accordance with Attachment B of this Agreement, which is incorporated by this reference Woolpert LLP March 15, 2004 Professional Service Agreement Carmel Redevelopment Commission 1 PSA -1 /00 Reimbursable expenses include direct expenses included but not limited to travel, lodging, meals, telephone and fax, copies, shipping/overnight delivery, prints, and computer time, times a multiple of 1.10. Section 5. Date of Commencement and Duration The Date of Commencement for Services provided pursuant to this Agreement shall be the date on which the Agreement is fully executed. Woolpert shall perform its services with due and reasonable diligence consistent with sound professional practice. This Agreement shall remain in effect until May 30, 2004, unless terminated as provided herein, or extended by mutual agreement in writing. Section 6. Terms and Conditions 6.1 Delayed Services: Woolpert's fees have been calculated in anticipation of orderly and continuous progress of the project. If services are disrupted or delayed for reasons beyond Woolpert's control, the termination date specified in Section 5 of this Agreement shall be modified and the fees shall be renegotiated accordingly. 6.2 Invoice Procedures and Payment: Woolpert shall submit invoices to the Client for Services rendered during each invoicing period which shall generally be on a monthly basis. For Services provided on a Lump Sum basis, the amount of each invoice shall be determined on the "percentage of completion method" whereby Woolpert will estimate the percentage of the Lump Sum Services accomplished during the invoicing period. For services provided on a Unit Cost/Hourly basis, invoices shall include, separately listed, any fees for Services for which time charges and/or unit costs apply for the invoicing period. Such invoices shall also separately list reimbursable expenses, if applicable. Such invoices shall be submitted not more frequently than monthly by Woolpert and shall be due and payable by the Client upon receipt. The Client hereby acknowledges that unpaid invoices shall accrue interest at 1.5 percent per month after such invoices have been outstanding for over 30 days. If payment is not made as provided herein, the Client agrees to pay all costs of collection, including reasonable attorneys' fees, regardless of whether legal action is initiated. If an invoice remains unpaid 30 days after the date of the invoice, Woolpert may, immediately upon giving notice of its intent to do so, suspend services or terminate this Agreement and pursue its remedies for collection. Woolpert may also immediately suspend its services or terminate its agreement on any other project with the Client or an entity affiliated, related or otherwise partially controlled by the Client, and/or apply funds from one such project to this Project or any other project on which payment to Woolpert is overdue. 6.3 Expert Witness Services: It is understood and agreed that Woolpert's services under this Agreement do not include any participation whatsoever in any litigation. Should such services be required, a Professional Service Agreement Addendum may be negotiated between the Client and Woolpert describing the services desired and providing a basis for compensation to Woolpert. 6.4 Opinion of Probable Construction Cost/Cost Estimates: The Client hereby acknowledges that Woolpert cannot warrant that opinions or estimates of probable construction or operating costs provided by Woolpert will not vary from actual costs incurred by the Client. 6.5 Limit of Liability: The limit of liability of Woolpert to the Client for any cause or combination of causes resulting from the Services rendered hereunder shall be, in total amount, limited to the fees paid under this Agreement. Woolpert LLP March 15, 2004 Professional Service Agreement Carmel Redevelopment Commission 2 Psa -1/00 6.6 Construction Phase: Woolpert shall not be responsible for or have control over construction means, methods, techniques, sequences, or procedures; or for safety precautions and programs in connection with the work. Nor shall Woolpert be responsible for any contractor's or subcontractors' failure to carry out the work in accordance with the Contract Documents or for their failure to comply with applicable laws, ordinances, rules, or regulations. Woolpert will not have any direct contractual relationship with the contractor, any subcontractors or material suppliers. Woolpert may, under a separate subcontract with the contractor, provide survey services. Woolpert shall not be bound by any term or obligation contained in any "General Condition" or other construction bidding documents unless expressly consented to by Woolpert in writing. 6.7 Insurance: Woolpert shall carry, on all operations hereunder, workers compensation insurance, commercial general liability insurance, professional liability insurance, and automobile liability insurance. 6.8 Assignment/Third Parties: Neither the Client nor Woolpert will assign or transfer its interest in this Agreement without the written consent of the other. Woolpert, however, does reserve the right to subcontract any portion of the Services. Nothing in this Agreement shall be construed as creating any rights, benefits, or causes of actions for any third party against either Woolpert or the Client. 6.9 Suspension, Termination, Cancellation, or Abandonment: In the event the Project identified in this Agreement is suspended, canceled, or abandoned by the Client thereby suspending, delaying, or terminating the services called for herein, Woolpert shall be given 15 days' prior written notice of such action and shall be compensated for the Services provided and reimbursable expenses incurred up to the date of suspension, cancellation, or abandonment including necessary and reasonable costs incurred thereafter. If the Client delays or suspends Woolpert's services for more than 90 days, then Woolpert may terminate this Agreement upon giving seven days' written notice. Either party may terminate this Agreement upon the other's filing for bankruptcy, insolvency, or assignment for the benefit of creditors. Except as expressly provided otherwise in Paragraph 6.2, either party may terminate this Agreement for cause upon 30 days' written notice of a substantial failure by the other party to perform in accordance with the terms of this Agreement through no fault of the terminating party. The party receiving such termination notice shall have the right to correct its failure within seven days of receiving said notice, or if it cannot cure the default within seven days, proceeds diligently to cure and does cure within the 30 -day notice period. Pursuant to Section 5 of this Agreement, Woolpert shall not be obligated to commence services until this Agreement is fully executed. If the Client fails to execute this Agreement within 30 days of the date it is sent to the Client, Woolpert shall have the right to revise fees or revoke any proposal related to the services. 6.10 Disputes: If a dispute between the parties arises out of or relates to this Agreement, or the breach thereof, then the parties agree to make a good faith effort to settle the issue through direct discussion between the parties prior to having recourse to a judicial forum. It is further agreed that the parties each waive their right to indirect, special, incidental, consequential, or punitive damages. In the event of any litigation, the prevailing party shall be entitled to recover reasonable attorneys' fees. The Client agrees that Woolpert's officers, partners, agents, and employees will have no personal liability for any damages arising out of or relating to this Agreement. 6.11 Standard of Care: Woolpert agrees to perform services in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances. Woolpert makes no other warranties, express or implied, under this Agreement or otherwise, in connection with these Professional Services. Woolpert LLP March 15, 2004 Professional Service Agreement Carmel Redevelopment Commission 3 PsA -1ro0 6.12 Waiver: Any failure by Woolpert to require strict compliance with any provision of this Agreement shall not be construed as a waiver of such provision, and Woolpert may subsequently require strict compliance at any time, notwithstanding any prior failure to do so. 6.13 Relationship: Woolpert is an independent contractor to the Client in performing its Services under this Agreement and is not an employee, agent, joint - venturer, or partner of the Client. 6.14 Client Responsibilities: The Client shall provide Woolpert all pertinent data, criteria, and information, including but not limited to design objectives and constraints, space and use requirements, operational information, budgetary limits, flexibility and expandability requirements, and any other available project data such as sketches, reports, prior designs, soil tests, surveys, and plans. Woolpert shall be entitled to rely on any and all information provided pursuant to this provision. The Client shall review Woolpert's work thoroughly and promptly and provide direction as necessary. If the Client at any time becomes aware of any defect in the work or services provided, Client shall give notice of such defect. The Client shall, within 14 days of notice of any defect in work or service, give written notice to Woolpert describing the defect and providing any costs associated with such defect. The Client waives any right to set -off or recovery of costs associated with any defective work or service unless the Client strictly complies with this provision and provides written notice as required herein. The Client shall provide access to the project site. The Client shall be responsible for payment of any governmental or other similar fees associated with permits or plan review. 6.15 Severability: Any provision of this Agreement later held to be unenforceable for any reason shall be deemed void, and all remaining provisions shall continue in full force and effect. 6.16 Ownership/Reuse of Documents: All plans, drawings, and other documents (including electronic files or documents) prepared or furnished by Woolpert pursuant to this Agreement are instruments of service, and Woolpert shall retain all ownership and property interests therein whether or not the project is completed. The Client may make and retain copies for information and reference in connection with the use and occupancy of the project by the Client; however, such documents are not intended or represented to be suitable for reuse by the Client. Any reuse will be at the Client's sole risk unless Woolpert, for compensation to be agreed upon, reviews and adapts such documents. The Client shall indemnify and hold Woolpert, its officers, partners, employees, agents, and lower -tier consultants harmless from all claims, damages, losses, and expenses including reasonable attorneys' fees and costs of defense arising out of or resulting from this Paragraph 6.16 or Paragraph 6.17. 6.17 Electronic /CADD Documents: Woolpert shall not be required to provide or deliver electronic or computer -aided design and drafting (CADD) files, unless specifically required by the Scope of Services described in Section 3 or Attachment A of this Agreement. Any electronic or CADD file that is delivered shall be considered a "convenience" to the Client and in the case of any discrepancy or difference between electronic files and hard copies of drawings or files, hard copies shall control. Due to the easily alterable nature of electronic files, Woolpert makes no warranties, either express or implied, with respect to the accuracy, completeness, merchantability, or fitness for any particular purpose, including, but not limited to, performance of electronic files in cost estimating, quantity calculating, survey layout, or other software used by the Client or any other consultant or contractor. If electronic or CADD files are provided or delivered, such files shall be developed based on Woolpert's standard formatting, layering, drafting and design practice, unless specifically directed otherwise by the Client prior to execution of this Agreement. The Client shall not make or permit to be made any copies or any modification to electronic media, plans, and specifications without the prior written authorization of Woolpert. Woolpert shall not be liable in the event that erroneous information is supplied by the Client or a third party, and Woolpert subsequently relies upon and incorporates that information into an electronic file, plans, specifications, or other documents. Woolpert LLP March 15, 2004 Professional Service Agreement Carmel Redevelopment Commission 4 PSA -1ro0 MAR -24 -2004 WED 04:30 PM CARMEL COMMUNITY SVCS 03/24/2004 10:04 FAX 317 291 5$05 WOOLPERT FAX NO, 311 511 2426 P. 02 Zoos 6.18 Addendurns /Additional Services: Services resulting from changes in the specific scope, extent, or character of the work or in the Client's needs, including but not limited to changes in size,.cornplexity, or schedule; delays or dernands by the Client, its agents, or contractors; or revision or rework of previously performed services when such services are due to causes beyond the control of Woolpert, shall be considered Additional Services, and Woolpert shall be entitled to additional compensation. Unless otherwise agreed, such Additional Services shall be performed on a Unit Cost/Hourly Fee basis. Woolpert shall not be obligated to make revisions or perform Additional Services until Woolpert's receipt of a mutually executed Addendum as set forth in Section 3. 6.19 Environmental hazards: Woolpert shall have no responsibility for the&discovery, presence, handling, removal, transportation, or disposal of or exposure to hazardous, toxic, or similar materials in any form at the project site. In the event Woolpert's services as identified in this Ageecaent include an environmental assessment, then the term "discovery" as used in this provision shall not be construed to relieve Woolpert of its contractual obligation to in accordance with the standard of care identified herein, conduct research and/or study to "discover" such materials in connection with such services. 6.20 Entirety of Agreement: This Agreement embodies the entire agreement and understanding between the parties, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby, No alteration, change, or modification of the terms of this Agreement shall be valid unless made in writing and signed by both parties hereto, except that all terms and conditions contained in a Client purchase order or other standard or preprinted work authorization issued by the Client shall be null and void, even if such document is of later date. This Agreement shall be governed by the laws of the state where the services are performed. This Agreement includes this document acid, by this reference, incorporates the following as if fully set forth herein: • Attachment A: Scope of Services • Attachment B: Compensation 6.21 Notices: Any notice required hereunder shall be sufficiently given when sent to the signatories hereunder or to the above -named contact person via United States certified mail, return receipt requested, or via overnight courier with receipt verification to the address set forth herein, or by personally delivering such notice to the party to be in receipt thereof. IN WITNESS WHEREOF, this Agreement, which is subject to the terms and conditions of Sections 1 through 6 and Attachment(s), is accepted as of the date first written above, CARMEL REDEVELOPMENT COMMISSION WOOLPERT LLP Signed: - Signed; Typed Name: L I S. e't.0-i Typed Name: Thomas A, Mahon Title: Pirate•'- j A y, me dv j, ,.qv,- Title: Group Manager S urveying/GPS Date: 3/Zy ea if Date: ©z z /`o. Woolpert t LP March 15, 2004 Professional Service Agreement Carmel Radeve lopment Commission 5 PsA•vaa ATTACHMENT A: SCOPE OF SERVICES Woolpert Contact John R. Heshelman Survey Locations Topographic surveys at four locations in Carmel. The locations of the surveys are: 1. East Main Street at 4th Avenue SE: At the intersection of East Main Street and 4th Avenue SE, the survey area is located west of this intersection. A strip of ground that measures from the west edge of 4th Avenue SE measuring 100 feet west. Then starting 10 feet south of the south right of way line across East Main Street to 10 feet north of the north right of way line. 2. West Main Street at 4th Avenue SW: At the intersection of West Main Street and 4th Avenue SW, the survey is located east of this intersection. A strip of ground that measures 50 feet east from of the east edge of 4th Avenue SW measuring 100 feet east. Then starting 10 feet south of the south right of way line across West Main Street to 10 feet north of the north right of way. 3. South Range Line Road at 3rd Street SE: At the intersection of South Range Line Road and 3rd Street SE, the survey area is locate north of this intersection. A strip of ground that measures from the north edge of 3rd Street SE measuring 100 feet north. Then starting 10 feet west of the west right of way line across South Range Line Road to 10 feet east of the east right of way. 4. North Range Line Road at 136th Street (Smokey Row Road): At the intersection of North Range Line Road and 136th Street (Smokey Row Road) the survey area is located south of this intersection. A strip of ground that measures from the south edge of 136th Street (Smokey Row Road) measuring 200 feet south. Then starting 10 feet west of the west right of way line across North Range Line Road to 10 feet east of the east right of way. Topographic Survey The coverage will be a 100 foot wide strip across main street at the east and west locations and a 100 foot wide strip at the south Range Line Road intersection and a 200 foot wide strip at the north Range Line Road intersection. The coverage will extendl0 feet past the right of way in both directions at all locations. All improvements within the survey strip will be collected as part the survey. We will contact Indiana Underground for underground utility locations. Elevations will be determined at the pole and along the span for overhead utility lines and street lights. The underground locations as marked and grade break lines will be included in the survey. A permanent benchmark will be established at each location. Right of Way Lines Right of way lines will be researched and added to the survey. Both existing and proposed rights of way will be shown on the surveys. Woolpert Use Only Reviewed As To Form: Date: Woolpert LLP March 15, 2004 Professional Service Agreement Carmel Redevelopment Commission 6 PSA -1100 Schedule We will need 30 days after receipt of this signed professional services agreement to complete all of the surveys. Based on the detail requested, this survey work should not be completed till the snow cover is gone. Our fees do not allow for digging out curb lines or looking for features under the snow. Woolpert LLP March 15, 2004 Professional Service Agreement Carmel Redevelopment Commission 7 PSA -1100 ATTACHMENT B: COMPENSATION Lump Sum Summary Topographic Surveys at all four intersections $13,6000.00 Woolpert Use Only Reviewed As To Form: Date: Woolpert LLP March 15, 2004 Professional Service Agreement Carmel Redevelopment Commission 8 PSA -1 /00 Min IAA WOOLPERT Woolpert LLP 7140 Waldemar Drive Indianapolis, IN 46268 -4192 317.299.7500 Fax: 317.291.5805 www.woolpert.com 71-ei May 18, 2004 Mr. Les Olds, AIA Director of Redevelopment City of Carmel One Civic Square Carmel, IN 46032 RE: Carmel City Center Study of Alternatives for Storm Water Detention Dear Les: Attached to this letter is a Professional Services Agreement (PSA) for the City Center drainage /detention investigation we discussed last week. The agreement form we have submitted includes a Master PSA with addenda for individual work components. We have included Addendum No. 1 that covers the drainage /detention investigation. The Master /Addenda agreement format allows us to easily add subsequent work items, if desired. We are proposing to perform the work under this initial Addenda on a unit rate/hourly basis, with a not -to- exceed amount of $10,000. Thank you for the opportunity to assist you with this project. If you have any questions, please feel free to call me at 299 -7500. Cordially yours, WOOLPERT LLP S Rusty Spi s, PE Project Mnager encl MASTER PROFESSIONAL SERVICE AGREEMENT BETWEEN WOOLPERT LLP AND CITY OF CARMEL Section 1. General THIS MASTER AGREEMENT, made and entered into this today of /1.10Y' , 2004, by and between Woolpert LLP, whose address is 7140 Waldemar Drive, Indianapolis, Indiana 46268 -4192 (hereinafter referred to as "Woolpert") and the "Client" identified herein, provides for the Professional Services described under Section 3 of this Agreement. • Client: City of Carmel • Address: One Civic Square, Carmel, IN 46032 • Contact Person: Michael McBride, City Engineer • Phone Number: 571 -2441 • Fax Number: 571 -2439 • Title: Storm Sewer Mapping Project, or the "Project" The "Contact Person" designated above shall have the complete authority to act on behalf of the Client, including, by way of illustration and not by way of limitation, to define scope, transmit instructions, receive information, and authorize changes in Professional Services, and to negotiate fees and other changes under this Agreement. Woolpert and Client agree that a separate Work Order, in a form substantially similar to that attached hereto as Attachment A, shall be issued and mutually executed for each separate Project authorized by the Client during the term of this Master Agreement. Each Work Order will establish and set forth Woolpert's responsibilities, compensation and timing of services in connection with a specific Project. The Master Agreement together with an executed Work Order and any Attachments to either shall constitute the Agreement between Woolpert and the Client (hereinafter referred to as the "Agreement "). In resolving conflicts, errors, discrepancies and disputes concerning the scope of services or other rights or obligations of the parties, precedence shall be given in the following order: a fully executed Work Order (later executed Work Orders taking precedence over earlier dated Work Orders for a specific Project), provisions of this Master Agreement, and required provisions contained in any governmental regulation incorporated herein by reference. Section 2. General Description of Project and Project Area The Client's Project is described as follows: Storm sewer system mapping services that include data conversion from existing plans, GPS surveying, dry weather screening, preparation of written procedures for the City's illicit discharge detection and elimination program, and possible additional services as agreed through subsequent work orders. The project area for this Project is described as follows: City of Carmel, Indiana. Section 3. General Description of Professional Services The Professional Services to be provided by Woolpert shall be as set forth in a Work Order for each specific Project, which Work Order is incorporated by this reference. Woolpert LLP May 13, 2004 Master Professional Service Agreement - Storm Sewer Mapping Project City of Carmel, IN 1 MPSA -1/00 Any services beyond those identified in each specific Work Order shall be considered Additional Services and shall be authorized in a writing executed by both parties. Section 4. Compensation to Be Paid to Woolpert Compensation to be paid to Woolpert for providing the requested Services shall be as set forth in a Work Order for each specific Project. Reimbursable expenses include direct expenses including but not limited to travel, lodging, meals, telephone and fax, copies, shipping/overnight delivery, prints, and computer time. Section 5. Date of Commencement and Duration The Date of Commencement for Services provided pursuant to this Agreement shall be the date on which the Agreement is fully executed. Woolpert shall perform its services with due and reasonable diligence consistent with sound professional practice. Commencement and completion dates for services performed for a specific Project shall be set forth in an Work Order for such Project. This Agreement shall remain in effect until September 31, 2008, unless terminated as provided herein, or extended by mutual agreement in writing. Section 6. Terms and Conditions 6.1 Delayed Services: Woolpert's fees have been calculated in anticipation of orderly and continuous progress of each separate Project. If services are disrupted or delayed for reasons beyond Woolpert's control, the termination date specified in Section 5 of this Agreement shall be modified and the fees shall be renegotiated accordingly. 6.2 Invoice Procedures and Payment: Woolpert shall submit invoices to the Client for Services rendered during each invoicing period which shall generally be on a monthly basis. For Services provided on a Lump Sum basis, the amount of each invoice shall be determined on the "percentage of completion method" whereby Woolpert will estimate the percentage of the Lump Sum Services accomplished during the invoicing period. For services provided on a Unit Cost/Hourly basis, invoices shall include, separately listed, any fees for Services for which time charges and/or unit costs apply for the invoicing period. Such invoices shall also separately list reimbursable expenses, if applicable. Such invoices shall be submitted not more frequently than monthly by Woolpert and shall be due and payable by the Client upon receipt. lient hereby acknowledges that unpaid invoices shall accrue interest at 1.5 percent such invo : _ II ave been outstanding for over 30 days. If payment is not m...: provided herein, the Client agrees to p. • . 1 costs of collection, including reason..:: orneys' fees, regardless of whether legal action is initiated. I a ' • oice remains un..' : 1 days after the date of the invoice, Woolpert may, immediately upon giving notice o 1 :. o do so, suspend services or terminate this Agreement and pursue its remedies for colle oolpert so immediately suspend its services or terminate its agreement on an • - -r project with the Client or any e . ffiliated, related, or otherwise partially controlle.: • e Client, and/or apply funds from one such projec . • 'roject or any other project on payment to Woolpert is overdue. 6.3 Expert Witness Services: It is understood and agreed that Woolpert's services under this Agreement do not include any participation whatsoever in any litigation. Should such services be required, a separate Professional Service Agreement may be negotiated between the Client and Woolpert describing the services desired and providing a basis for compensation to Woolpert. Woolpert LLP May 13, 2004 Master Professional Service Agreement - Storm Sewer Mapping Project City of Carmel, IN 2 MPSA -1/00 6.4 Opinion of Probable Construction Cost/Cost Estimates: The Client hereby acknowledges that Woolpert cannot warrant that opinions or estimates of probable construction or operating costs provided by Woolpert will not vary from actual costs incurred by the Client. 6.5 Limit of Liability: The limit of liability of Woolpert to the Client for any cause or combination of causes resulting from the Services for each separate Project rendered hereunder shall be, in total amount, limited to the fees paid by Client to Woolpert for such Project. 6.6 Construction Phase: Woolpert shall not be responsible for or have control over construction means, methods, techniques, sequences, or procedures; or for safety precautions and programs in connection with the work. Nor shall Woolpert be responsible for any contractor's or subcontractors' failure to carry out the work in accordance with the Contract Documents or for their failure to comply with applicable laws, ordinances, rules, or regulations. Woolpert will not have any direct contractual relationship with the contractor, any subcontractors or material suppliers. Woolpert may, under a separate subcontract with the contractor, provide survey services. Woolpert shall not be bound by any term or obligation contained in any "General Condition" or other construction bidding documents unless expressly consented to by Woolpert in writing. 6.7 Insurance: Woolpert shall carry, on all operations hereunder, workers compensation insurance, commercial general liability insurance, professional liability insurance, and automobile liability insurance. 6.8 Assignment/Third Parties: Neither the Client nor Woolpert will assign or transfer its interest in this Agreement without the written consent of the other. Woolpert, however, does reserve the right to subcontract any portion of the Services. Nothing in this Agreement shall be construed as creating any rights, benefits, or causes of actions for any third party against either Woolpert or the Client. 6.9 Suspension, Termination, Cancellation, or Abandonment: In the event any Project identified in an Work Order to this Agreement is suspended, canceled, or abandoned by the Client thereby suspending, delaying, or terminating the services called for therein, Woolpert shall be given 15 days' prior written notice of such action and shall be compensated for the Services provided and reimbursable expenses incurred up to the date of suspension, cancellation, or abandonment including necessary and reasonable costs incurred thereafter. If the Client delays or suspends Woolpert's services for more than 90 days on a specific Project, then Woolpert may terminate this Agreement, with respect to that Project, upon giving seven days' written notice. Either party may terminate this Agreement upon the other's filing for bankruptcy, insolvency, or assignment for the benefit of creditors. Except as expressly provided otherwise in Paragraph 6.2, either party may terminate this Agreement for cause upon 30 days' written notice of a substantial failure by the other party to perform in accordance with the terms of this Agreement through no fault of the terminating party. The party receiving such termination notice shall have the right to correct its failure within seven days of receiving said notice, or if it cannot cure the default within seven days, proceeds diligently to cure and does cure within the 30 -day notice period. Pursuant to Section 5 of this Agreement, Woolpert shall not be obligated to commence services until this Agreement is fully executed. If the Client fails to execute this Agreement, or any Work Order within 30 days of the date it is sent to the Client, Woolpert shall have the right to revise fees or revoke any proposal related to the services. 6.10 Disputes: If a dispute between the parties arises out of or relates to this Agreement, or the breach thereof, then the parties agree to make a good faith effort to settle the issue through direct discussion between the parties prior to having recourse to a judicial forum. It is further agreed that the parties each waive their right to indirect, special, incidental, consequential, or punitive damages. In the event of any litigation, the prevailing party shall be entitled to recover reasonable attorneys' fees. The Client agrees Woolpert LLP May 13, 2004 Master Professional Service Agreement - Storm Sewer Mapping Project City of Carmel, IN 3 MPSA -1/00 that Woolpert's officers, partners, agents, and employees will have no personal liability for any damages arising out of or relating to this Agreement. 6.11 Standard of Care: Woolpert agrees to perform services in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances. Woolpert makes no other warranties, express or implied, under this Agreement or otherwise, in connection with these Professional Services. 6.12 Waiver: Any failure by Woolpert to require strict compliance with any provision of this Agreement shall not be construed as a waiver of such provision, and Woolpert may subsequently require strict compliance at any time, notwithstanding any prior failure to do so. 6.13 Relationship: Woolpert is an independent contractor to the Client in performing its Services under this Agreement and is not an employee, agent, joint - venturer, or partner of the Client. 6.14 Client Responsibilities: The Client shall provide Woolpert all pertinent data, criteria, and information including but not limited to design objectives and constraints, space and use requirements, operational information, budgetary limits, flexibility and expandability requirements, and any other available project data such as sketches, reports, prior designs, soil tests, surveys, and plans. Woolpert shall be entitled to rely on any and all information provided pursuant to this provision. The Client shall review Woolpert's work thoroughly and promptly, provide direction as necessary, and, if the Client at any time becomes aware of any defect, shall give notice of such defect in the work or services provided. The Client shall provide access to the Project(s) site. The Client shall be responsible for payment of any governmental or other similar fees associated with permits or plan review. 6.15 Severability: Any provision of this Agreement later held to be unenforceable for any reason shall be deemed void, and all remaining provisions shall continue in full force and effect. 6.16 Ownership/Reuse of Documents: All plans, drawings, and other documents (including electronic files or documents) prepared or furnished by Woolpert pursuant to this Agreement are instruments of service, and Woolpert shall retain all ownership and property interests therein whether or not the Project(s) is completed. The Client may make and retain copies for information and reference in connection with the use and occupancy of the Project by the Client; however, such documents are not intended or represented to be suitable for reuse by the Client. Any reuse will be at the Client's sole risk unless Woolpert, for compensation to be agreed upon, reviews and adapts such documents. The Client shall indemnify and hold Woolpert, its officers, partners, employees, agents, and lower -tier consultants harmless from all claims, damages, losses, and expenses including reasonable attorneys' fees and costs of defense arising out of or resulting from this Paragraph 6.16 or Paragraph 6.17. 6.17 Electronic /CADD Documents: Woolpert shall not be required to provide or deliver electronic or computer -aided design and drafting (CADD) files, unless specifically required by the Scope of Services described in Section 3 or Attachment A of this Agreement. Any electronic or CADD file that is delivered shall be considered a "convenience" to the Client and in the case of any discrepancy or difference between electronic files and hard copies of drawings or files, hard copies shall control. Due to the easily alterable nature of electronic files, Woolpert makes no warranties, either express or implied, with respect to the accuracy, completeness, merchantability, or fitness for any particular purpose, including, but not limited to, performance of electronic files in cost estimating, quantity calculating, survey layout, or other software used by the Client or any other consultant or contractor. If electronic or CADD files are provided or delivered, such files shall be developed based on Woolpert's standard formatting, layering, drafting and design practice, unless specifically directed otherwise by the Client prior to execution of this Agreement. The Client shall not make or permit to be made any copies or any modification to electronic media, plans, and specifications without the prior written authorization of Woolpert LLP May 13, 2004 Master Professional Service Agreement - Storm Sewer Mapping Project City of Carmel, IN 4 MPSA -1/00 Woolpert. Woolpert shall not be liable in the event that erroneous information is supplied by the Client or a third party, and Woolpert subsequently relies upon and incorporates that information into an electronic file, plans, specifications, or other documents. 6.18 Change Orders /Additional Services: Services resulting from changes in the specific scope, extent, or character of the work or in the Client's needs, including but not limited to changes in size, complexity, or schedule; delays or demands by the Client, its agents, or contractors; or revision or rework of previously performed services when such services are due to causes beyond the control of Woolpert, shall be considered Additional Services, and Woolpert shall be entitled to additional compensation. Unless otherwise agreed, such Additional Services shall be performed on a Unit Cost/Hourly Fee basis. Woolpert shall not be obligated to make revisions or perform Additional Services until Woolpert's receipt of a mutually executed writing as set forth in Section 3. 6.19 Environmental Hazards: Woolpert shall have no responsibility for the discovery, presence, handling, removal, transportation, or disposal of or exposure to hazardous, toxic, or similar materials in any form at the Project site. In the event Woolpert's services as identified in this Agreement include an environmental assessment, then the term "discovery" as used in this provision shall not be construed to relieve Woolpert of its contractual obligation to, in accordance with the standard of care identified herein, conduct research and/or study to "discover" such materials in connection with such services. 6.20 Entirety of Agreement: This Agreement embodies the entire agreement and understanding between the parties, and there are no other agreements and understandings, oral or written, with reference to the subject matter hereof that are not merged herein and superseded hereby. No alteration, change, or modification of the terms of this Agreement shall be valid unless made in writing and signed by both parties hereto, except that all terms and conditions contained in a Client purchase order or other standard or preprinted work authorization issued by the Client shall be null and void, even if such document is of later date. This Agreement shall be governed by the laws of the state where the services are performed. This Agreement includes this document, any fully executed Work Order, and, by this reference, incorporates the following as if fully set forth herein: • Attachment A: Work Order No. 1 6.21 Notices: Any notice required hereunder shall be sufficiently given when sent to the signatories hereunder or to the above -named contact person via United States certified mail, return receipt requested, or via overnight courier with receipt verification to the address set forth herein, or by personally delivering such notice to the party to be in receipt thereof. IN WITNESS WHEREOF, this Agreement, which is subject to the terms and conditions of Sections 1 through 6 and Attachment(s), is accepted as of the date first written above. c AI /f oZ ,2 'pvvfrt,op `Y/0- r7 Signed: Typed Name: Title: Date: C ov`liy/r.rios—/ Les s. 6c-0 s 1 d/11greNn-' f S 20 oy 41b+n WOOLPERT LLP Signed: Typed Name: Title: Date: William E. Dougherty Associate Partner Woolpert LLP May 13, 2004 Master Professional Service Agreement - Storm Sewer Mapping Project City of Carmel, IN 5 MPSA -1100 ATTACHMENT A: ADDENDUM #1 TO MASTER PROFESSIONAL SERVICE AGREEMENT BETWEEN WOOLPERT LLP AND THE CITY OF CARMEL Section 1. General THIS ADDENDUM, made and entered into this 424-3 day of kin' , 2004, by and between Woolpert LLP, whose address is 7140 Waldemar Drive, Indianapolis, Indiana (hereinafter referred to as "Woolpert") and the "Client" identified herein, provides for Services under the Master Professional Service Agreement dated May , 2004 such Services described under Section 2 of this Addendum. CQ, of et- /11"" Dd ubz.orattrrl Cogito, Sf/o✓ • Client: Ci y of C =e? • Project Number: • Project Title: Master Professional Service Agreement, or the "Project" • Addendum Title: City Center Drainage Investigation Section 2. General Description of Professional Services Services to be provided by Woolpert are identified below and, if attached, are more fully described in Attachment A to this Addendum, which is incorporated by this reference: Drainage and regional detention investigation for the Carmel City Center generally bounded by 3rd Avenue on the west, City Center Drive on the north, Rangeline Road on the east and Gradle Drive on the south.. Section 3. Compensation to Be Paid to Woolpert Compensation to be paid to Woolpert for providing the requested Services for this specific Project shall be as follows: • Unit Cost/Hourly Fee plus reimbursable expenses in accordance with hourly rates shown in Exhibit A of this Addendum, which is incorporated by this reference. Unit Cost/Hourly Fee will not exceed $10,000 without prior written approval from the Client. Section 4. Schedule for Services Woolpert will commence Services upon receipt of a fully executed copy of this Addendum. This Addendum shall remain in effect until December 31, 2005 unless terminated as provided in the Master Agreement or extended by mutual agreement in writing. Woolpert will work expeditiously to provide the services described herein in accordance with a reasonable schedule determined by Woolpert and the Client. Section 5. Scope of Services Woolpert will conduct an investigation into requirements and alternatives for stormwater improvements needed to serve future sites to be developed in and near the Carmel City Center. Tasks will be as follows: Woolpert LLP May, 2004 Addendum No. 1 City of Carmel, Indiana 1 MPSA -1/00 • Confer with City and County officials to ascertain general and site specific drainage and detention requirements pertinent to the project area. • Review drainage patterns and facilities as shown in construction plans for recent, adjacent development projects • Review topographic data and field data to ascertain surface water drainage patterns • Calculate required detention volumes for proposed conceptual site development • Develop up to 3 alternatives with conceptual layouts for regional detention facilities to serve the project area • Prepare conceptual cost opinions of the various alternatives • Prepare a brief report presenting the existing and proposed conditions, detention alternatives and conceptual costs. • Attend meetings and briefing with City, as requested. IN WITNESS WHEREOF, this Addendum, which is subject to the terms and conditions of Sections 1 through 4, Attachment(s), and the aforementioned Master Agreement, is accepted as of the date first written above. caq,oi. /2 rn66r'.cy> friar? cC 4 #%f fJ /tort morel- WOOLPERT LLP Signed: Signed: Typed Name: William Dougherty Title: I�it�lw•- a ,i- arvyW , 1--r Title: Associate Partner Date: $ v by Date: Typed Name: LRS s, ac ps Woolpert LLP May, 2004 Addendum No. 1 City of Carmel, Indiana 2 MPSA -1/00 EXHIBIT A: PROJECT SPECIFIC HOURLY RATES 2004 Hourly Rate Schedule Classification Rate Principal -in- Charge Group Manager Project Manager Environmental Scientist Sr. Project Engineer Surveyor Registered Professional Landscape Architect Project Engineer CADD Technician Technician Two - Person Field Crew RTK -GPS System + One Crew Member Three- Person Field Crew RTK -GPS System + Two Crew Members Administrative Support $150 $130 $120 $95 $95 $90 $85 $85 $70 $50 $115 $155 $50 Rates shown are for 2004. Rate Schedule will be adjusted annually on January 1. Woolpert LLP May, 2004 Addendum No. 1 City of Carmel, Indiana 3 MPSA -1/00 ADDENDUM #2 TO MASTER PROFESSIONAL SERVICE AGREEMENT BETWEEN WOOLPERT LLP AND THE CARMEL REDEVELOPMENT COMMISSION SECTION 1. GENERAL THIS ADDENDUM, made and entered into this 2 `i day of ,./U ,'r , 2004, by and between Woolpert LLP, whose address is 7140 Waldemar Drive, Indianapolis, Indiana (hereinafter referred to as "Woolpert") and the "Client" identified herein, provides for additional Services under the Master Professional Service Agreement dated May 20, 2004 such additional Services described under Section 2 of this Addendum. • Client: Carmel Redevelopment Commission • Project Number: 62796 • Project Title: Master Professional Service Agreement, or the "Project" • Addendum Title: Culvert at Path Crossing over Hawkins Drain Section 2. General Description of Professional Services General description of Services to be provided by Woolpert are identified below: County permit application and construction details for a culvert enclosing Hawkins Drain west of the Shapiro's Deli site at Carmel City Center. Section 3. Compensation to Be Paid to Woolpert Additional compensation to be paid to Woolpert for providing the additional services described herein for this specific Project shall be as follows: • Unit Cost/Hourly Fee plus reimbursable expenses in accordance with hourly rates contained in Master Professional Service Agreement and Addenda. Unit Cost/Hourly Fee will not exceed $3,000 without prior written approval from the Client. Section 4. Schedule for Services Woolpert will commence Services upon receipt of a fully executed copy of this Addendum. This Addendum shall remain in effect until December 31, 2005 unless terminated as provided in the Master Agreement or extended by mutual agreement in writing. Woolpert will work expeditiously to provide the services described herein in accordance with a reasonable schedule determined by Woolpert and the Client. Section 5. Scope of Services Professional services will include: • Prepare construction detail of proposed culvert crossing and deliver said detail to Cient; Woolpert LLP June 23, 2004 Addendum No. 2 Carmel Redevelopment Commission 1 MPSA -1/00 • Prepare hydraulic model of proposed culvert; • Prepare hydrologic model of watershed upstream of site to determine design flows; • Prepare exhibits and application items and submit to County for Crossing Permit; • Attend meeting with City or County. IN WITNESS WHEREOF, this Addendum, which is subject to the terms and conditions of Sections 1 through 5, Attachment(s), and the aforementioned Master Agreement, is accepted as of the date first written above. Carmel Redevelopment Commission Woolpert LLP ��ff II,�� I Signed: �i ' - Signed: V J Typed Name: LA'S S. 61.0 -J Typed Name: William L. Dougherty Title: pi/rat7•# - 9l A ore r==`sirrn 7 Title: Date: !r /z o g Date: Associate Partner b171t4 Woolpert LLP June 23, 2004 Addendum No. 2 Carmel Redevelopment Commission 2 MPSA -1 /00 Transmittal 114 If enclosures are not received as noted below, WOOLPERT please call sender or Woolpert at 317.299.7500 Date: June 23, 2004 To: Mr. Les Olds, AIA Director of Redevelopment City of Carmel One Civic Square Carmel, IN 46032 Re: City Center Addendum Order Number: 62796 Shipped Via: Courier We are sending you ❑ Shop Drawings ❑ Samples ( I Specifications ❑ Plans ® Change Order ❑ Other Copies Date No. Description 1 Contract Addendum Remarks: Les, Here is the addendum for execution, per our discussion. Thanks, Rusty Spiars Copy To: 16 /fD f Signature: 5 Woolpert LLP WOOLPERT LLP 7140 Waldemar Drive • Indianapolis, Indiana 46268 -4192 317.299.7500 • Fax 317.291.5805 • www.woolpert.com One Civic Square Carmel, IN 46032 (317) 571 -2417 Fax: (317) 571 -2426 To: v5- h( 5P 1ck--S Fan 4 (- Sgo 5 From: Le s (c( S Pages: 3 (�1 c C o Lie 1' Phone: Re: ❑ Urgent Date: CC: ❑ For Review ❑ Please Comment ❑ Please Reply ❑ Please Recycle ADDENDUM #3 TO MASTER PROFESSIONAL SERVICE AGREEMENT BETWEEN WOOLPERT LLP AND THE CARMEL REDEVELOPMENT COMMISSION SECTION 1. GENERAL voc THIS ADDENDUM, made and entered into this Zyday of 00`% , 2004, by and between Woolpert LLP, whose address is 7140 Waldemar Drive, Indianapolis, Indiana (hereinafter referred to as "Woolpert") and the "Client" identified herein, provides for additional Services under the Master Professional Service Agreement dated May 20, 2004 such additional Services described under Section 2 of this Addendum. • Client: Carmel Redevelopment Commission • Project Number: 62796 • Project Title: Master Professional Service Agreement, or the "Project" • Addendum Title: Analysis of Hawkins Drain Capacity Section 2. General Description of Professional Services Conduct analysis of Hawkins Drain to determine flow capacity. Section 3. Compensation to Be Paid to Woolpert Additional compensation to be paid to Woolpert for providing the additional services described herein for this specific Project shall be as follows: • Unit Cost/Hourly Fee plus reimbursable expenses in accordance with hourly rates contained in Master Professional Service Agreement and Addenda. Unit Cost/Hourly Fee will not exceed $7,000 without prior written approval from the Client. Section 4. Schedule for Services Woolpert will commence Services upon receipt of a fully executed copy of this Addendum. This Addendum shall remain in effect until December 31, 2005 unless terminated as provided in the Master Agreement or extended by mutual agreement in writing. Woolpert will work expeditiously to provide the services described herein in accordance with a reasonable schedule determined by Woolpert and the Client. Section 5. Scope of Services Professional services will include: • Acquire field survey data of Hawkins ditch and road/bridge crossings • Conduct hydrologic analysis to determine peak flow in ditch at various points • Conduct backwater analysis of ditch to determine flow capacity Woolpert LLP June 23, 2004 Addendum No. 3 Carmel Redevelopment Commission 1 MPSA -1100 /M• o Attend meeting with City or County, as required for project approval. o Prepare letter report and submit County for review. IN WITNESS WHEREOF, this Addendum, which is subject to the terms and conditions of Sections 1 through 5, Attachment(s), and the aforementioned Master Agreement, is accepted as of the date first written above. Carmel Redevelopment Co j, ission Woolpert LLP Signed: Typed Name: Title: Date: Director of Redevelopment July 22, 2004 G:ISDIPROPOSALSICARMELICITY CENTERIADDENDUM NO 3.DOC Signed: Typed Name: Title: Date: William L. Dougherty Associate Partner /04 Woolpert LLP June 23, 2004 Addendum No. 3 Carmel Redevelopment Commission 2 MPSA -1 /00 09/24/2004 FRI 15 :58 FAX 3172915805 Woolpert LLP, Indy z ADDENDUM #4 TO MASTER PROFESSIONAL SERVICE AGREEMENT BETWEEN WOOLPERT LLP AND THE CARMEL REDEVELOPMENT COMMISSION SECTION 1. GENERAL THIS ADDENDUM, made and entered into this 27 day of , 2004, by and between Woolpert ULP, whose address is 7140 Waldemar Drive, Indianapolis, Indiana (hereinafter referred to as "Woolpert ") and the "Client" identified herein, provides for additional Services under the Master Professional Service Agreement dated May 20, 2004 such additional Services described under Section 2 of this Addendum. • Client: Carmel Redevelopment Commission • Project Number: 62796 • Project Title: Master Professional Service Agreement, or the "Project" • Addendum Title: Analysis of Ditch Capacity and Detention Alternatives for City Center. Expansion Section 2. General Description of Professional Services Study detention alternatives and impacts of channel clearing or capacity improvements. Section 3. Compensation to Be Paid to Woolpert Additional compensation to be paid to Woolpert for providing the additional services described herein for this specific Project shall be as follows: • Unit Cost/Hourly Fee plus reimbursable expenses in accordance with hourly rates contained in Master Professional Service Agreement and Addenda. Unit Cost/Hourly Fee will not exceed $4000 without prior written approval from the Client. Section 4. Schedule for Services Woolpert will commence Services upon receipt of a fully executed copy of this Addendum. This Addendum Shall remain in effect until December 31, 2005 unless terminated as provided in the Master Agreement or extended by mutual agreement in writing. Woolpert will work expeditiously to provide the services described herein in accordance with a reasonable schedule determined by Woolpert and the Client. Section 5. Scope of Services Professional services will include: • Evaluate the capacity impacts that would result from selective channel clearing by County; • Evaluate impacts of additional discharges on existing floodprone overbank areas, if any; • Evaluate the feasibility of adding a new culvert at 126th Street; Woolpert LLP June 23, 2004 Addendum No. 3 Carmel Redevelopment Commission 1 MPSA -1100 002/003 09/24/2004 FRI 15 :58 FAX 3172915805 Woolpert LLP, Indy ?003/003 • Evaluate additional storage that can be obtained by expanding the existing pond at City Hall; • Determine amount of on -site underground detention needed at City Center and offsite storage; • Provide conceptual sketch of underground detention layout based upon proposed development plan; • Prepare brief letter report. IN WITNESS WHEREOF, this Addendum, which is subject to the terms and conditions of Sections 1 through 5, Attachment(s), and the aforementioned Master Agreement, is accepted as of the date first written above. Carmel Redevelo ment Co 'ssion Woolpert LLP Signed: �Ii Signed: Typed Name: Les 0 ds, AIA Typed Name;: William L. Dougherty Title: Director of Redevelopment Title: Associate Partner Date: September 24, 2004 Date: G:ISD\PROPOSALSICARMEL \CITY CENTER\ADDENDUM No 4,00c Woolpert LLP June 23, 2004 Addendum No, 3 Carmel Redevelopment Commission 2 MPSA -1 /0o 09/24/2004 FRI 15 :58 FAX 3172915805 Woo1pert LLP, Indy Fax z If you do not receive the number of pages listed below, INOMPEfa please call sender or Woolpert at 317.299.7500 To: Les Olds, AIA From: Rusty Spiars Company: Carmel Redevelopment Department: Commission Fax Number: 844 -3498 Order Number: 62796 Pages Sent: 3 (Including cover page) Notes: Addendum for additional services, attached. Date: September 24, 2004 WOOLPERT LLP 7140 Waldemar Drive • Indianapolis, Indiana 46268-4192 317.299.7500 • Fax 317.291.5805 • www.woolpert.com 001/003 One Civic Square Carmel, IN 46032 (317) 571 -2417 Fax: (317) 571 -2426 Falc /71e7 7' � ♦ S Pages:` Phone: Date: Re: CC: ❑ Urgent ❑ For Review ❑ Please Comment ❑ Please Reply ❑ Please Recycle ry/