HNTB Companies/UtilitiesHNTB Companies
Util - 2001
Engineering Services - Drinking Water Projects
Engineering Services - Wastewater Projects
Appropriation #06.1050.98; P.O.#W04025 - Drinking Water
#06.1050.48; P.O.#S07240 - Wastewater
Contract Not To Exceed $12,500.00 - Drinking Water
APPROVED, AS TO
$12,500.00 - Wastewater FO~I~
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 HNTB Corporation (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
hereofi
.SECTION 2.
SCOPE OF SERVICES
2.1
City desires to engage Professional as an independent contractor for those professional wastewater
("Wastewater Projects") and drinking water ("Drinking Water Projects") services (collectively
"Services") that the City may engage in from time to time, at the hourly rates set forth on attached
Exhibit A, incorporated herein by reference. Professional desires to provide the Services to City.
2.2 Professional acknowledges that it has read and understands this Agreement.
,HNTB Companies
Util - 2001
Engineering Services - Drinking Water Projects
Engineering Services - Wastewater Projects
Appropriation #06.1050.98; P.O.#W04025 - Drinking Water
#06.1050.48; P.O.#S07240 - Wastewater
Contract Not To Exceed $12,500.00 - Drinking Water
$12,500.00 - Wastewater
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
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 approved.
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 will perform all Services and/or additional services covered by this Agreement will
conform to the specifications, samples, instructions, and/or descriptions furnished to City by
Professional or by Professional to and accepted by City, and that such Services and/or additional
services will be performed in accordance with the parties' mutually agreed upon schedule.
2.6
Professional acknowledges and agrees that it knows of City's intended use and will provide all
Services and/or additional services provided pursuant to this Agreement in accordance with 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 information 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:
3.2.1 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
.HNTB Companies
Util - 2001
Engineering Services - Drinking Water Projects
Engineering Services - Wastewater Projects
Appropriation #06.1050.98; P.O.#W04025 - Drinking Water
#06.1050.48; P.O.#S07240 - Wastewater
Contract Not To Exceed $12,500.00 - Drinking Water
$12,500.00 - Wastewater
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
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 06.1050.98 funds for Drinking Water Projects and 06.1050.48 funds for
Wastewater Projects.
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 any additional services requested by City to be performed by
Professional.
4.2
Once City has accepted Professional's time and cost estimate for such 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, at a minimum, the standard of care of the profession.
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 accepts and agrees that the City's authorization for the Services to be provided
hereunder does not exceed $12,500.00 for Drinking Water Projects and $12,500.00 for
Wastewater Projects. 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
HNTB Companies
Util - 2001
Engineering Services - Drinking Water Projects
Engineering Services - Wastewater Projects
Appropriation #06.1050.98; P.O.#W04025 - Drinking Water
#06.1050.48; P.O.#S07240 - Wastewater
Contract Not To Exceed $12,500.00 - Drinking Water
$12,500.00 - Wastewater
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 not to provide any Services and/or additional services to City that would cause
the total cost of the Services and/or additional services provided by Professional to City hereunder
to exceed the amount authorized for same, as set forth in paragraph 5.2 above, 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 31,2001, and shall thereafter, on the first day
of January in each subsequent year, automatically renew for a period of one (1) year. Professional
may make annual adjustments to the hourly rates set forth in Exhibit A, which rates shall take
effect thirty (30) days after notice of same is received by City, unless City decides, in its sole
discretion, not to accept the rate adjustments and to terminate this Agreement pursuant to
paragraph 7.1 hereof.
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
7.1.3
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."
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.
'HNTB Companies
Util - 2001
Engineering Services - Drinking Water Projects
Engineering Services - Wastewater Projects
Appropriation #06.1050.98; P.O.#W04025 - Drinking Water
#06.1050.48; P.O.#S07240 - Wastewater
Contract Not To Exceed $12,500.00 - Drinking Water
$12,500.00 - Wastewater
7.2 Binding 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, 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.
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
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.
.HNTB Companies
Util - 2001
Engineering Services - Drinking Water Projects
Engineering Services - Wastewater Projects
Appropriation #06.1050.98; P.O.#W04025 - Drinking Water
#06.1050.48; P.O.#S07240 - Wastewater
Contract Not To Exceed $12,500.00 - Drinking Water
$12,500.00 - Wastewater
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.
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,
HNTB Companies
Util - 2001
Engineering Services - Drinking Water Projects
Engineering Services - Wastewater Projects
Appropriation #06.1050.98; P.O.#W04025 - Drinking Water
#06.1050.48; P.O.#S07240 - Wastewater
Contract Not To Exceed $12,500.00 - Drinking Water
$12,500.00 - Wastewater
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.
7.12 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: PROFESSIONAL:
City of Carmel
One Civic Square
Carmel, 1N 46032
ATTN:Mike Hollibaugh
(with a copy to the City Attorney,
Department of Law, same address)
HNTB Corporation
111 Monument Circle, Suite 1200
Indianapolis, IN 46204-5178
ATTN: Roger C. Ward, PE
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 fi.om the date of such oral notice.
'HNTB Companies
Util - 2001
Engineering Services - Drinking Water Projects
Engineering Services - Wastewater Projects
Appropriation #06.1050.98; P.O.#W04025 - Drinking Water
#06.1050.48; P.O.#S07240 - Wastewater
Contract Not To Exceed $12,500.00 - Drinking Water
$12,500.00 - Wastewater
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.
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.
HNTB Companies
Util - 2001
Engineering Services - Drinking Water Projects
Engineering Services - Wastewater Projects
Appropriation #06.1050.98; P.O.#W04025 - Drinking Water
#06.1050.48; P.O.#S07240 - Wastewater
Contract Not To Exceed $12,500.00 - Drinking Water
$12,500.00 - Wastewater
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, 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.
1N 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
HNTB CORPORATION
BY:
Jdmes Brainard,. Presidin~ Officer
Date:,
lviai'y Apfn Burke~em~r
Date: /
Billy~alker,'Member
Date:
BY:
Authorized Signature
Printed Name: eT~ ~ ~-q-~.
Title: ~} ~ C~_ t'~g'de~ J',e,9'te,.7~
FID/SSN: ~3-/~
Date: /~ '/~ ~
ATTEST:
~ D~ian a~C o :dra~, ~C~~/'~s~(ur ~r~L~
Date:
iu/z4/Ol W~U oY:oo ~'A& g i 3~7 917 5~12_.~ ENTB ~002
Exhibit "~"
to Master Agfebment
Example Projects
116th Street Water and Sewer Extensions
Donnybrook Subdivision Water Line Extension
Typical Billing Rate Schedule *
Employee Classification
Hourly Billing Rate
Principal $180
QA/QC Coordinator 160
Project Manager 130
Project Engineer 100
CADD Designer 95
CADD Technician 70
Clerical 45
* Hourly billing rates are representative of actual rates of individuals, as of Ju!y 2001 through June
2002, who will provide professional services to the City of Carmel.
Exhibit "~'
MastAg~.doc
EXHIBIT B
Invoice
Name of Company:
Address & Zip:
Telephone No.:
Fax No.:
Dace:
Project Name:
Invoice No:
Person Providing
Goods/Services
Date I
Good. s/
Service
Provided
Goods
Goods/Services Provided
(Describe each good/service
separately and in detail)
ICost Per
Item
Services
Hourly
Rate/
Hours
Worked
Total
GRAND TOTAL
Signature
Printed Name
EXHIBIT C
INSURANCE COVERAGES
Worker's Compensation & Disability
Statutory Limits
Employer's Liability:
Bodily Injury by Accident/Disease:
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:
Oefieral Aggregate Limit (o~fi~r than -
prOducts/Completed Operations):
Products/Completed Operations:
$500,000
$500,000
Personal & Advertising Injury
Policy Limit:
Each Occurrence Limit:
Fire Damage (anY one fire):
Medical Expense Limit (any one person):
$500,000
$250,000
$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