Severn Trent Pipeline Serv/UtilSevern Trent PipelineServices, Inc.
Utilities Dept - 2002
Flow Monitoring Services
Appropriation #02-1050-36; P.O.#S07403
Contract Not To Exceed $18,950.00
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 Severn Trent Pipeline Services, 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 its 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 land title survey services
as are covered by this Agreement; 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.
2.1
2.2
2.3
SCOPE OF SERVICES
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 understands and agrees that City may, from time to time, request Professional to
provide additional professional services, the scope of which shall be as requested and defined by
City. When City desires additional services from Professional, City 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. After City has authorized Professional to provide such additional
services, the description of same shall be set forth in a document numbered and attached hereto.
Professional understands and agrees that City reserves the right, at any time, to direct Professional
to make changes in the Services provided, or to otherwise change the scope of the work covered
Severn Trent Pipeline Services, Inc.
lJtilities Dept - 2002
Flow Monitoring Services
Appropriation #02-1050-36; P.O.#S07403
Contract Not To Exceed $18,950.00
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.
2.4 Time is of the essence of this Agreement.
SECTION 3.
CITY'S RESPONSIBILITIES
3.1
City shall provide such criteria and information as are reasonably necessary for Professional to
understand the Services and/or additional services requested.
3.2
City shall furnish to Professional such documents and other available data in City's possession as
City considers reasonably pertinent to the provision of the Services and arrange for Professional to
enter upon such property as is reasonably required for Professional to perform the Services.
3.3
City shall designate payment of the Services from City budget appropriation number 02-1050-36
funds.
SECTION 4.
PROFESSIONAL'S RESPONSIBILITIES
4.1
Professional shall perform the Services pursuant to the terms of this Agreement, within its time
and cost estimate, and pursuant to any other terms and conditions set forth or referenced herein.
4.2
Professional shall coordinate its performance with the Mayor or his duly authorized representative
pursuant to a mutually agreeable schedule and/or as circumstances dictate.
4.3
Professional shall provide the Services by following and applying at all times generally accepted
professional, industry and technical standards.
SECTION 5.
COMPENSATION
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 $18,950.00 (the "Estimate"). Professional shall submit an invoice to City no more
than once every thirty (30) days for Services provided City during the time period encompassed by
such invoice. Invoices shall be submitted on a form containing the same information as that
contained on the Professional Services Invoice attached hereto as Exhibit B, which is incorporated
herein by this reference. City shall pay Professional for all undisputed 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
Severn Trent Pipeline Services, Inc.
Utilities Dept - 2002
Flow Monitoring Services
Appropriation #02-1050-36; P.O.#S07403
Contract Not To Exceed $18,950.00
(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 not to provide any Services to City that would cause the total cost of the
Services provided hereunder to exceed the Estimate, unless City has previously agreed, in writing,
to pay an amount in excess thereof.
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, 2002, 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 under this Agreement may be
terminated by City or Professional without cause upon thirty (30) days' prior notice to the
other party.
7.1.2
The obligation to provide all or any portion of the 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."
7.1.3
In the event of full or partial Agreement termination, and as full and complete
compensation hereunder, Professional shall be paid for all such Services rendered and
expenses incurred as of the date of termination 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 Binding Effect.
City and Professional, and their respective officers, officials, agents, parmers, successors,
executors, administrators, assigns and legal representatives are bound to the other and to its
officers, agents, partners, 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.
Severn Trent Pipeline Services, Inc.
Utilities Dept - 2002
Flow Monitoring Services
Appropriation #02-1050-36; P.O.#S07403
Contract Not To Exceed $18,950.00
7.4 Relationship.
The relationship of the parties hereto shall be as provided for in this Agreement, and neither
Professional nor any of its agents, employees or contractors shall become employees of City.
Professional shall have the sole responsibility to pay to or for its agents, employees and contractors
all statutory, contractual and other benefits and/or obligations as they become due. Rather, the
compensation to be paid hereunder by City to Professional shall be the full an 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 or contractor of Professional regarding or
related to the subject matter of this Agreement. This indemnification obligation shall survive the
termination of this Agreement.
7.5 Insurance.
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 or contractors 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 Exhibit C. Such insurance policies shall
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.
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 as
specified; (c) fails to make progress so as to endanger timely and proper completion of the
Services and does not correct such failure or breach within five (5) business days after receipt of
notice from City specifying 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
Severn Trent Pipeline Services, Inc.
Utilities Dept - 2002
Flow Monitoring Services
Appropriation #02-1050-36; P.O.#S07403
Contract Not To Exceed $18,950.00
in its sole discretion and without penalty, the Services which were to be provided by Professional;
and/or (3) exemise 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.
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.
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 and contractors 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 contemplated by this
Agreement with respect to hire, tenure, terms, conditions or privileges of employment or any
matter directly or indirectly related to employment, subcontracting or work performance hereunder
because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran
status or Vietnam era veteran status. This indemnification obligation shall survive the termination
of this Agreement.
7.11 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.
7.12 Notice.
Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to this
Severn Trent Pipeline Services, Inc.
Utilities Dept - 2002
Flow Monitoring Services
Appropriation #02-1050-36; P.O.#S07403
Contract Not To Exceed $18,950.00
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:
PROFESSIONAL:
City of Carmel
One Civic Square
Carmel, IN 46032
ATTN: John Duffy
(with a copy to the City Attorney,
Department of Law, same address)
Severn Trent Pipeline Services, Inc.
1445 Jamike Drive, Suite 1
Erlanger, KY 41018
ATTN: ~
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 Governing Law; Lawsuits.
This Agreement shall be governed by and construed in accordance with the laws of the State of
Indiana, except for its conflict of laws provisions, as well as by all ordinances and codes of the
City of Carmel, Indiana. The parties agree that, in the event a lawsuit is filed hereunder, they
waive any 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.
Severn Trent Pipeline Services, Inc.
Utilities Dept - 2002
Flow Monitoring Services
Appropriation #02-1050-36; P.O.#S07403
Contract Not To Exceed $18,950.00
7.17 Entire Agreement.
This Agreement contains the entire agreement of and between the parties hereto with respect to the
subject matter hereof, and no prior agreement, understanding or representation pertaining to such
subject matter, written or oral, shall be effective for any purpose. No provision of this Agreement
may be amended, added to or subtracted from except by an agreement in writing signed by both
parties hereto and/or their respective successors in interest. To the extent any provision contained
in this Agreement conflicts with any provision contained in any exhibit attached hereto, the
provision contained in this Agreement shall prevail.
7.18 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.
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 of Counsel.
The parties warrant that they have read this Agreement and understand it, accept all the terms and
conditions hereof, 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.
(remainder of page intentionally left blank)
Severn Trent Pipeline Services, Inc.
Utilities Dept - 2002
Flow Monitoring Services
Appropriation #02-1050-36; P.O.#S07403
Contract Not To Exceed $18,950.00
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
BY:
James Brainard, Presiding Officer
Mar~ Ann B~rke, Member
Date:
Billy ~alker, Member
Date:
SEVERN TRENT PIPELINE SERVICES, INC.
BY:
Printed Name:~O
FID/TIN: Jd-//g
SSN if Sole Proprietor:
Date:
ATTEST:/') . ~-.)
Diana ~ordray, IAMC~, CJ~surer
Date: Q~/~c/l~(~ ~._~ _~tffO C'~
Exhibit A
Severn Trent Pipeline Services, Inc.
1445 Jamike Drive, Suite 1
Erlanger, KY 41018
Tel: 859-283-0130
Fax: 859-372-4774
March 7, 2002
Mr. Ed Wolfe, Wastewater Operations Manager
Wastewater Treatment Plant
9609 North River Road
Carmel, Indiana 46280
RE: Flow Monitoring Services - Carmel, Indiana (Revised II)
Dear Mr. Wolfe:
Brian Houghton with Jones & Henry Engineers requested a cost proposal for flow
monitoring services in Carmel, Indiana. Severn Trent Pipeline Services has discussed the
project with Jones & Henry Engineers and understands the project goals. Severn Trent
Pipeline Services welcomes this opportunity to submit on a project for the City of
Carmel. The following cost proposal is based upon 60 days of flow monitoring for five
(5) flow monitors.
Due to upcoming projects within the area, Severn Trent Pipeline Services is able to
provide a Revised Cost Proposal for your review and consideration. This cost proposal is
valid, if the work is completed during the same time frame as other projects. It is
anticipated, that two (2) projects will start the week of March 18th for a monitoring period
of sixty (60) days. It is imperative, that we receive a written notice to proceed by March
15, 2002. I apologize for any inconvenience this may cause. Our original cost proposal
will be valid beyond March 15, 2002 for your consideration.
Per Ed Wolfe, we have revised the cost proposal to reflect five (5) flow monitors for sixty
(60) days. Also, we have received verbal authorization to proceed with the project. Mr.
Wolfe plans to provide written authorization within the next two (2) days.
Cost Proposal
Carmel, Indiana
Estimated
Item Units Unit Cost Total
Flow Monitoring Services
Mobilization (lump sum) 1 $600.00 $600.00
Flow Meter Installation (per meter) 5 $400.00 $2,000.00
Flow Meter O&M (per meter per day) 300 $45.00 $13,500.00
Rain Gauge Install (per gauge) 2 $125.00 $250.00
Rain Gauge O&M (per gauge per day) 120 $5.00 $600.00
Data Analysis (lump sum) 1 $1,000.00 $1,000.00
Report (lump sum) 1 $1,000.00 $1,000.00
Total $18,950.00
Option 30-Day Extension 150 $55.00 $8,250.00
Please note additional flow monitoring beyond thirty (30) days will require a minimum of
five (5) flow monitors. Rain gauges will remain installed during the flow monitoring
extension at no additional cost.
Using historical data from the National Oceanic and Atmospheric Administration
~OAA) State of Indiana No. 81 for the recording site located in Indianapolis, Indiana.
The following chart shows the historical precipitation data from March to June. For an
effective flow monitoring program, it is imperative to collect a range of rainfall events for
analysis purposes.
Historical Rainfall Data
4.5
4
3.5
3
2.5
2
1.5
Rainfall (Inches)]
March April May June
Based upon historical rainfall data, STPS recommends installation of the flow monitors
in mid-march to obtain 7-days of dry weather and five (5) significant rain events totaling
in 0.5 inches of rain or greater per event. Past rainfall patterns have indicated that April
and May are good indicators for rainfall duration, intensity and distribution.
If this cost proposal meets with your approval, work can be scheduled as required with
minimal notice. However, we will need a written notice to proceed.
Each flow meter will be field calibrated prior to installation. Calibration of each meter
will be a simple procedure that will consist of a verification of the flow depth and
velocity. The flow sensors will be secured to a steel mounting-band that fits snugly in the
pipeline. The data logger for each site will then be installed and secured in the top of
each manhole and the meter will be activated at 15~minute sampling intervals. Routine
maintenance and service will be undertaken weekly to confirm normal operation.
During collection, data from each unit will be uploaded in the field to a laptop computer.
Each laptop computer will then be uploaded to the project computer in the office for
analysis. A tabular and graphical presentation of the data will be developed that provides
specific information for detailed evaluation. Peak, minimum and average flow depths
and rates can be generated to assist in data analysis.
During and following completion of the flow and rainfall monitoring, Severn Trent
Pipeline Services will analyze the gathered data and develop tabular and graphical
summaries. Cumulative flows will be further analyzed to develop discrete flow data for
each meter location. The impact of silt and debris will be evaluated. The total volume of
flow will be determined for each meter site.
Following approval by the City of Carmel and Jones & Henry Engineers, three (3) copies
of the report will be prepared. The following represents typical project deliverables.
· Final Report (Hardcopy & Digital)
· Hourly Flow and Rainfall Data (Hardcopy & Digital)
· Hydrographs and Tables
· Preliminary Recommendations of any findings
All work will be conducted under the supervision of Jones & Henry Engineers and the
City of Carmel.
Bi-weekly data will be provided to Jones & Henry Engineers and the City of Carmel for
review and consideration. A Bi-weekly submittal will consist of tabular rainfall data and
Level/Velocity Hydrographs in Microsoft Excel format. All data provided during the bi-
weekly submittal will be considered preliminary.
I would like to take this opportunity to thank you for allowing Severn Trent Pipeline
Services to submit on this project. We look forward to working with you and Jones &
Henry Engineers on the Carmel, Indiana - Flow Monitoring Services.
If you have any additional comments or questions, please let me know.
Respectfully Submitted,
Severn Trent Pipeline Services, Inc.
David R. Brown
Business Development Manager
EXHIBIT B
Invoice
Name of Company:
Address & Zip:
Telephone No.:
Fax No.:
Date:
Project Name:
Invoice No:
Person Providing
Goods/Services
Date
Goods/
Service
Provided
Goods/Services Provided
(Describe each good/service
separately and in detail)
Goods Services
Cost Per Hourly Total
Item Rate/
Hours
Worked
GRAND TOTAL
Signature
Printed Name
EXHIBIT C
INSURANCE COVERAGES
Worker's Compensation & Disability
Statutory Limits
Employer's Liability:
Bodily Injury by Accident/Disease:
Bodily Injury by Accident/Disease:
Bodily Injury by Accident/Disease:
$100,000 each employee
$250,000 each accident
$500,000 policy limit
Property damage, contractual liability,
products-completed operations:
General Aggregate Limit (other than
Products/Completed Operations):
Products/Completed Operations:
$500,000
$5OO,OOO
Personal & Advertising Injury
Policy Limit:
Each Occurrence Limit:
Fire Damage (any one tim):
Medical Expense Limit (any one person):
$500,000
$25O,0OO
$250,000
$ 50,000
Comprehensive Auto Liability (owned, hired and non-owned)
Bodily Single Limit:
Injury and property damage:
Policy Limit:
$500,000 each accident
$500,000 each accident
$500,000
Umbrella Excess Liability
Each occurrence and aggregate: $500,000
Maximum deductible: $ 10,000