Spectra Enviro. GroupSpectra Environmental Group, Inc.
DOCS Dept - 2001
Consulting - Dev. Of Land Use Policies: Mining and Reclamation
Appropriation #404; P.O.#4377
Contract Not To Exceed $20,000 APPllOVII[},
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement"), is hereby made and
entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works
and Safety (hereinafter "City"), and Spectra Environmental Group, Inc. (hereinafter "Professional"). '
RECITALS
WHEREAS, City owns and is responsible for its public works, which responsibility includes, but
is not limited to, the planning, design, construction, operation and maintenance of it's infrastructure
system; and
WHEREAS, from time to time, City needs professional services to assist it in fulfilling its
foregoing responsibilities; and
WHEREAS, Professional is experienced in providing such professional services as are covered by
this Agreement; and
WHEREAS, City desires to engage Professional as an independent contractor for the purpose of
providing to City, on a non-exclusive basis, the professional services referenced herein; and
WHEREAS, Professional is qualified and desires to provide City with such professional services.
NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions
set forth herein, City and Professional mutually agree as follows:
SECTION 1. INCORPORATION OF RECITALS
The foregoing recitals are hereby incorporated into this Agreement and made a part
hereof.
SECTION 2. SCOPE OF SERVICES
2.1 City desires to engage Professional as an independent contractor for the professional services
("Services") set forth in attached Exhibit A, which is incorporated herein by this reference.
Professional desires to provide the Services to City.
2.2 Professional acknowledges that it has read and understands this Agreement, and that
Professional's execution of same constitutes its acceptance of all Agreement terms and conditions.
2.3 Professional understands and agrees that City may, from time to time, request Professional, on a
non-exclusive basis, to provide additional professional services, the scope of which shall be as
Spectra Environmental Group, Inc.
DOCS Dept - 2001
Consulting - Dev. Of Land Use Policies: Mining and Reclamation
Appropriation #404; P.O.#4377
Contract Not To Exceed $20,000
requested and defined by the Mayor or his duly authorized representative. When City desires
additional services from Professional, the Mayor or his duly authorized representative shall notify
Professional and set forth the scope of such additional services desired, as well as the time frame
in which such services are to be rendered. Professional shall then provide, at no cost to City, a
time and cost estimate for such additional services. Only after City has approved Professional's
time and cost estimate shall Professional be authorized to commence such additional services, the
description of which shall be set forth in documents which shall be numbered and attached hereto
in the order approve&
2.4
Professional understands and agrees that City reserves the right, at any time, to direct Professional
to make changes in the Services and/or additional services provided, or to otherwise change the
scope of the work covered by this Agreement, and Professional agrees to promptly make such
changes. Any difference in price or time of performance resulting from such changes shall be
equitably adjusted by City and Professional after receipt of documentation from Professional in
such form and detail as City may require.
2.5
Professional expressly warrants that all Services and/or additional services covered by this
Agreement will conform to the specifications, samples, instructions, and/or descriptions fumished
to City by Professional or by Professional to and accepted by City, and that such Services and/or
additional services will be performed in a timely manner, in a good and workmanlike manner and
free from defects.
2.6
Professional acknowledges and agrees that it knows of City's intended use and expressly warrants
that all Services and/or additional services provided pursuant to this Agreement will be fit and
sufficient for the particular purposes intended by City.
2.7 Time is of the essence of this Agreement.
SECTION 3.
CITY'S RESPONSIBILITIES
3.1
City shall provide such criteria and informalfort as are reasonably necessary for Professional to
understand the Services and/or additional services requested and to provide a time and cost
estimate thereon.
3.2
Once City has accepted Professional's time and cost estimate for the Services and/or additional
services, City shall:
3.2. I Furnish to Professional, upon request, such studies, reports and other available data in
City's possession as City considers reasonably pertinent to the Services and/or additional services
to be provided; and
3.2.2 Arrange for Professional to enter upon public and private property as reasonably required
for Professional to perform the Services and/or additional services; and
2
Spectra Environmental Group, Inc.
DOCS Dept - 2001
Consulting - Dev. Of Land Use Policies: Mining and Reclamation
Appropriation #404; P.O.#4377
Contract Not To Exceed $20,000
3.2.3 Make reasonably available to Professional for consultation, as needed, such individuals as
are necessary for Professional to provide the Services and/or additional services to City.
3.2.4 Designate payment of the Services and/or additional services from City budget
appropriation number .404 funds.
3.3
City shall designate the Mayor or his duly authorized representative to act on City's behalf on all
matters regarding the Services and/or additional services.
SECTION 4.
PROFESSIONAL'S RESPONSIBILITIES
4.1
Professional shall provide to City, within five (5) business days after City requests same, a written
time and cost estimate for the Services and/or additional services requested by City to be
performed by Professional.
4.2
Once City has accepted Professional's time and cost estimate for Services and/or additional
services, they shall be performed pursuant to the terms of this Agreement, within such time and
cost estimate, and pursuant to any other terms and conditions set forth or referenced herein.
4.3
Professional shall coordinate its performance with the Mayor or his duly authorized representative
pursuant to a mutually agreeable schedule and/or as circumstances dictate.
4.4
Professional shall provide the Services and/or additional services by following and applying at all
times the highest professional and technical standards.
SECTION 5.
COIVlPENSATION
5.1
As full and complete compensation for the Services performed by Professional hereunder, and
subject to the terms and conditions contained in this Agreement, City shall pay Professional as set
forth in attached Exhibit A.
5.2
Professional estimates that the total price for the Services to be provided to City hereunder shall
be no more than $20,000.00. Professional shall submit an invoice to City no more than once every
thirty (30) days for Services and/or additional services provided City during the time period
encompassed by such invoice. Invoices shall be submitted on a form containing the same
information as that contained on the Professional Services Invoice attached hereto as Exhibit B,
which is incorporated herein by this reference. City shall pay Professional for all undisputed
Services and/or additional services rendered and stated on such invoice within sixty (60) days
after the date of City's receipt of same. If the undisputed portion of an invoice amount is not
timely paid, then a late charge in a sum equal to one percent (1%)of such unpaid and undisputed
invoice amount shall accrue and be due and payable by City to Professional as a separate debt for
each month same remains unpaid.
5.3
Professional agrees to provide City, in writing, and within fifteen (15) days of City's request for
same, with Professional's estimate ("Estimate") of the total cost for the Services and/or additional
Spectra Environmental Group, Inc.
DOCS Dept - 2001
Consulting - Dev. Of Land Use Policies: Mining and Reclamation
Appropriation #404; P.O.#4377
Contract Not To Exceed $20,000
Services to be provided by Professional to City under this Agreement during the time period
requested. Professional agrees not to provide any Services and/or additional Services to City
during the time period covered by an Estimate that would cause the total cost of the Services
and/or additional Services provided by Professional to City hereunder during such time period to
exceed the Estimate, unless City has previously agreed, in writing, to pay an amount in excess
thereof.
5.4
City, in its sole discretion, may agree to pre-pay all or any portion of the compensation to be paid
Professional as a result of its provision of the Services and/or additional services hereunder, which
pre-payment shall be expressly contingent upon and subject to an accounting and reconciliation by
and between the parties at such time as such Services and/or additional services are fully
performed, this Agreement is terminated and/or upon City's request. Professional agrees to
immediately disgorge to City any prepayment mount it has received from City for Services
and/or additional services that are disputed by City and/or which constitutes an overpayment for
same.
5.5
If additional professional services are required and Professional wishes to hire an outside source
for the performance of same, Professional shall so notify City, in advance of the engagement of
such outside source, with an explanation of the need and qualifications of same. If City consents
to such outside source, which consent shall not be unreasonably withheld, City shall reimburse
Professional for the actual cost of same, which reimbursement sum shall be subtracted from the
amount of compensation due Professional from City hereunder. Professional understands and
agrees that any and all outside sources so hired shall be employees or contractors of Professional
only. Professional warrants and indemnifies City for and from any and all costs, fees, expenses
and/or damages incurred by City as a direct or indirect result of the use by Professional of an
outside source. This indemnification obligation shall survive the termination of this Agreement.
SECTION 6.
TERM
Subject to the termination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be
in effect from the Effective Date through December 31, 2001, and shall thereafter, on the first day
of January in each subsequent year, automatically renew for a period of one (1) year.
SECTION 7.
MISCELLANEOUS
7.1 Termination.
7.1.1
The obligation to provide all or any portion of the Services and/or additional services
under this Agreement may be terminated by City or Professional without cause upon
thirty (30) days' notice to the other party.
7.1.2
The obligation to provide all or any portion of the Services and/or additional services
under this Agreement may be terminated by City for cause, or upon City's failure to
appropriate monies sufficient to pay for same, immediately upon Professional's receipt of
City's "Notice To Cease Services."
Spectra Environmental Group, Inc.
DOCS Dept - 2001
Consuiting - Dev. Of Land Use Policies: Mining and Reclamation
Appropriation #404; P.O.#4377
Contract Not To Exceed $20,000
7.1.3
In the event of full or partial Agreement termination, and as full and complete
compensation hereunder, Professional shall be paid for all such Services and/or additional
services rendered and expenses incurred as of the date of termination of same that are not
in dispute, 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. Disputed compensation amounts shall be resolved as allowed by law.
7.2 Bindin~ Effect.
City and Professional, and their respective officers, officials, agents, partners, successors,
executors, administrators, assigns and legal representatives are bound to the other and to its
officers, agents, parmers, successors, executors, administrators, assigns and legal representatives,
in all respects as to all covenants, agreements and obligations of this Agreement.
7.3 No Third Party Beneficiaries.
Nothing contained herein shall be construed to give any rights or benefits hereunder to anyone
other than City and/or Professional.
7.4 Relationship.
The relationship of the parties hereto shall be as provided for in this Agreement, and neither
Professional nor any of its agents, employees, contractors, subcontractors or outside sources are or
shall become employees of City. Furthermore, Professional shall have the sole responsibility to
pay to or for its agents, employees, contractors, subcontractors and outside sources all statutory,
contractual and other benefits and/or obligations as they become due, and City shall not be
responsible for same. Rather, the compensation to be paid hereunder by City to Professional shall
be the full and maximum amount of compensation and monies required of City to be paid .to
Professional hereunder. Professional hereby warrants and indemnifies City for and from any and
all costs, fees, expenses and/or damages incurred by City as a direct or indirect result of any
statutory, contractual or other claim for wages, benefits or otherwise by any agent, employee,
outside source, contractor or subcontractor of Professional regarding or related to the subject
matter of this Agreement. This indemnification obligation shall survive the termination of this
Agreement.
7.5 Insurance.
Professional shall procure and maintain, with an insurer licensed to do business in the State of
Indiana and reasonably acceptable to City, such insurance as is necessary for the protection of
City and Professional from all claims under workers' compensation, occupational disease and/or
unemployment compensation acts, because of errors and omissions, because of bodily injury,
including, but not limited to, the personal injury, sickness, disease or death of any of
Professional's employees, agents, contractors, subcontractors or outside sources, and/or because
of injury to or destruction of property, including, but not limited to, any loss of use resulting
therefrom. The coverage amounts shall be no less than those amounts set forth on attached
5
Spectra Environmental Group, Inc.
DOCS Dept - 2001
Consulting - Dev. Of Land Use Policies: Mining and Reclamation
Appropriation #404; P.O.#4377
Con~:acl Not To Exceed $20,000
Exhibit C. Professional shall cause its insurers to name City as an additional insured on all such
insurance policies (except on its Professional Responsibility Insurance policy), shall, upon
request, provide City with copies of all such policies, and shall provide that such policies will not
be canceled without thirty (30) days prior notice to City.
7.6 Liens.
Professional shall not cause or permit the filing of any lien on any of City's property. In the event
such a lien is filed of record and Professional fails to remove it within ten (10) days after the date
of filing thereof, by payment or bonding, City shall have the right to pay such lien or obtain such
bond, all at Professional's sole cost and expense. Professional shall indemnify and hold harmless
City from and against any and all liabilities, losses, claims, costs, attorney fees, expenses and/or
damages incurred by City in connection with any such lien or the removal thereof. This
indemnification obligation shall survive the termination of this Agreement.
7.7 Default.
In the event Professional: (a) repudiates, breaches or defaults under any of the terms or conditions
of this Agreement, including Professional's warranties; (b) fails to perform the Services and/or
additional services as specified; (c) fails to make progress so as to endanger timely and proper
completion of the Services and/or additional 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, files, or has filed against it, a petition for receivership, makes a general
assignment for the benefit of creditors or dissolves, each such event constituting an event of
default hereunder, City shall have the right to, among other things: (1) terminate all or any part of
this Agreement, without liability to Professional; (2) perform or obtain, upon such terms and in
such manner as it deems appropriate in its sole discretion, the Services and/or additional services
which were to be provided by Professional and Professional shall be liable to City for any excess
costs to City in performing or obtaining same; and/or (3) exercise any other right or remedy
available to City at law or in equity.
7.8 Government Compliance.
Professional agrees to comply with all present and future federal, state and local laws, executive
orders, rules, regulations, codes and ordinances which may be applicable to Professional's
performance of its obligations under this Agreement, and all relevant provisions thereof are
incorporated herein by this reference. Professional agrees to indemnify and hold harmless City
from any and all losses, damages, costs, attorney fees and/or liabilities resulting from any
violation of such law, order, rule, regulation, code or ordinance. This indemnification obligation
shall survive the termination of this Agreement.
6
Spectra Environmental Group, Inc.
DOCS Dept - 2001
Consulting - Dev. Of Land Use Policies: Mining and Reclamation
Appropriation #404; P.O.#4377
Contract Not To Exceed $20,000
7.9 Indemnification.
Professional shall indemnify and hold harmless City and its officers, officials, employees, agents,
assigns and legal representatives from any and all losses, liabilities, claims, judgments and liens,
including, but not limited to, all damages, costs, expenses and attorney fees arising out of any
intentional or negligent act or omission of Professional and/or any of its employees, agents,
outside sources, contractors or subcontractors in the performance of this Agreement, or otherwise.
The failure to do so shall constitute a material breach of this Agreement. This indemnification
obligation shall survive the termination of this Agreement.
7.10 Discrimination Prohibition.
Professional represents and warrants that it and each of its employees, agents, contractors,
subcontractors and outside sources shall comply with all existing and future laws of the United
States, the State of Indiana and City prohibiting discrimination against any employee, applicant
for employment and/or other person in the subcontracting of work and/or in the performance of
any Services and/or additional services contemplated by this Agreement with respect to hire,
tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to
employment, subcontracting ,or work performance hereunder because of race, religion, color, sex,
handicap, national origin, ancestry, age, disabled veteran status or Vietnam era veteran status. City
reserves the right to collect a penalty as provided in IC 5-16-6-1 for any person so discriminated
against. This indemnification obligation shall survive the termination of this Agreement.
7.11 Severability.
If any provision or portion of this Agreement is held to be invalid, illegal or unenforceable by a
court of competent jurisdiction, that provision or portion thereof shall be stricken, and all other
provisions of this Agreement which can operate independently of such stricken provision shall
continue in full force and effect.
7.I2 Notice.
Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to this
Agreement shall be written and either hand-delivered or sent by prepaid U.S. certified mail, return
receipt requested, addressed to the parties as follows:
CITY:
City of Cannel
One Civic Square
Carmel, IN 46032
ATTN: Mike Hollibaugh
(with a copy to the City Attomey,
Department of Law, same address)
PROFESSIONAL:
Spectra Environmental Group, Inc.
19 British American Blvd.
Latham, NY 12110
ATTN: Gregory H. Sova, P.E.
Spectra Environmental Group, Inc.
DOCS Dept - 2001
Consulting - Dev. Of Land Use Policies: Mining and Keclamation
Appropriation #404; P.O.#4377
Contract Not To Exceed $20,000
Notwithstanding the above, City may orally provide to Professional any notice required or permitted by
this Agreement, provided that such notice shall also then be sent as required by this paragraph within ten
(10) business days from the date of such oral notice.
7.13 Effective Date.
The effective date ("Effective Date") of this Agreement shall be the date on which the last of the
parties hereto executes same.
7.14 Governin~ Law; Lawsuits.
This Agreement shall be govemed by and construed in accordance with the laws of the State of
Indiana, except for its conflict of laws provisions, as well as by all ordinances and codes of the
City of Carmel, Indiana. The parties agree that, in the event a lawsuit is filed hereunder, they
waive any rights to a jury trial they may have, 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.
7.15 Waiver.
Any delay or inaction on the part of either party in exercising or pursuing its rights and/or
remedies hereunder or under law shall not operate to waive any such rights and/or remedies nor in
any way affect the rights of such party to require such performance at any time thereafter.
7.16 Non-Assignment.
Professional shall not assign or pledge this Agreement, whether as collateral for a loan or
otherwise, and shall not delegate its obligations under this Agreement, without City's prior
consent.
7.17 EntireAareement.
This Agreement contains the entire agreement of and between the parties hereto with respect to
the subject matter hereof, and no prior agreement, understanding or representation pertaining to
such subject matter, written or oral, shall be effective for any purpose. No provision of this
Agreement may be amended, added to or subtracted from except by an agreement in writing
signed by both parties hereto and/or their respective successors in interest. To the extent any
provision contained in this Agreement conflicts with any provision contained in any exhibit
attached hereto, the provision contained in this Agreement shall prevail.
7.18 Representation and Warranties.
Each party hereto represents and warrants that it is authorized to enter into this Agreement and
that any person or entity executing this Agreement on behalf of such party has the authority to
bind such party or the party which they represent, as the case may be.
· ~py714-2001 ,E;) Of-:51PH O~R~EL ¢OHHUNITY SVOS
Fg NO,
317 571 2426
10
Spectra Environmental Group, Inc.
DOCS Dept - 2001
Consulting - Dev. Of Land Use Policies: Mining and Reclamation
Appropriation ~404; P.O.#4377
Coreract Not To E:¢ce~d $20,000
7.19 Headings.
All headings and sections of this Agreement are inserted for convenience only and do not form a
part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof.
7.20 Advice o._!'_Counsel.
The parties warrant that they have read this Agreement and understand it, have had an opportunity
to obtain the 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.
IN WITNESS '~gHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CAILMEL, INDIANA
by and through its Board of Public
Works and Safety
BY:
James Brainanl, Presiding Officer
SPECTRA ENVIRONMENTAL GROUP, INC.
Au rized Signature
Printed Name:
Title: ~
Fm/SSN:
ATTEST:
C"Di~a Cor~ra~, I~C Cle~k-Treas~er ' 7 ~
...... /i: .u-c, 2"
11/09/2801 16:31 5187828973 SPECTRA PAGE 02
November 9, 2001
Ms. Kelli Hahn
Department of Community Services
One Civic
Carreel, IN' 46032
Subject: Budget Proposal for City ofCarmel, Development ofLand Use Policies to P, egulate
Mining and Reclamation
Dear Ms. Hahn:
As we discussed, we are providing you with a preliminary estimate of services until December
31, 2001. A~er that date, we will diScuss an additional budget for the next calendar year after
we collectively decide on the best approach, and we can better define the time needed and the
deliverable products.
Our prelim/nary budget for the P'eHod fzom approval of the budget to Deeember 31 is as follows:
City of Carreel, Department of Community Services
Ordinance review $1,400
Research 2,800
Review of mining plans 2, 100
Report~ general recommendations 2,640
Visit to Carreel, meetings (2 staff) 4,200
Travel expenses (airlines, hotel, meals) 1,800
Totals $14,940
We have included an additional staff member for the trip to Cannel because we believe that it is
important to have two perspectives on what is said as well as to examine some of the more
technical issues at the mine site. One of our staff hydrogeologists who deals with mining
applications in New York is also a candidate for a Master's Degree in Regional Planning.
We have taken advantage ore the information about Carreel on the Interact, and we are especially
appreciative of the excellent City website and (}IS capabilities that you have UtiIized. Certainly,
these tools have given us some advance perspective on the mining issues facing the City and the
surrounding land uses.
NiNETEE~,I 9~tn'L~H AM~iIICA~ J{~U~.~'V',~RD, LATHA&4. NE"VV YO[~K 12110
518 7820882 · FAX: 518 782..0q73
11/89/2081 16:31
5187828973
PAGE
Noven~,t~Tg, 2001 page2
83
We very much appreciate the opporumi~y to work with you and look forward to your approval of
our budget estimates. We are prepared to meet with you and other members of the community as
soon as you suggest some dates. Should you have any questions or need any additional
informat, ion, please do not hesitate to call.
Sincerely,
SPECTRA ENVIRONMENTAL GROUP, INC,
/~~IeS~n~nental Affairs
GHS/tCj