Paul I. Cripe, Inc./CFDFire Dept. Dept - 2003 ' '
Appropriation #404-00; P.O.#6624
Contract Not To Exceed $3,900.00
FOR
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 Paul I. Cripe, Inc. (hereinafter "Professional").
RECITALS
WHEREAS City owns and is responsible for its public works, its public sewer and water systems,
and its infrastructure; and
WHEREAS, from time to time, City needs to obtain feasibility studies and other similar assistance
(the "Services") to assist it in fulfilling its foregoing responsibilities; and
WHEREAS, Professional is experienced in providing and desires to provide to City the Services
referenced herein; and
WHEREAS, City desires to engage Professional as an independent contractor for the purpose of
providing to City the Services referenced herein;
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 REC1TALS
The foregoing Recitals are hereby incorporated into this Agreement and made a part hereof.
SECTION 2.
2.1
2.2
SCOPE OF SERVICES
City desires to engage Professional as an independent contractor for the Services set forth in
attached Exhibit A, incorporated herein by this reference.
Professional understands and agrees that City may, from time to time, request Professional to
provide additional or modified Services, the scope of which shall be as requested and defined by
the Mayor or his duly authorized representative and attached hereto in the order approved by City.
2.3 Time is of the essence of this Agreement.
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PAUL I. CRIPE, 1NC.
Fire Dept. Dept - 2003
Appropriation #404-00; P.O.#6624
Contract Not To Exceed $3,900.00
SECTION 3.
CITY~d RESPONSIBILITIES
3.1
City shall provide such information as is reasonably necessary for Professional to understand the
Services requested.
3.2.
City shall arrange for Professional to enter upon public and private property as reasonably required
for Professional to perform the Services.
3.3
City shall designate payment of the Services from City budget appropriation number 404-00
funds.
3.4
City shall designate the Mayor or his duly authorized representative to act on City's behalf on all
matters regarding the Services.
SECTION 4.
PROFESSIONAL'S RESPONSIBILITIES
4.1
Professional shall perform the Services pursuant to the terms of this Agreement and within any
applicable time and cost estimate.
4.2 Professional shall coordinate with City its performance of the Services.
4.3
Professional shall provide the Services by following and applying at all times reasonable and
lawful standards as accepted in the industry.
SECTION 5.
COMPENSATION
5.1
Professional estimates that the total price for the Services to be provided to City hereunder shall be
no more than Three Thousand Nine Hundred Dollars ($3,900.00) (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, incorporated herein by this reference. City shall pay Professional for all
undisputed Services rendered and stated on such invoice within sixty (60) days from the date of
City's receipt of same, or be subject to a late charge of one percent (1%) of such unpaid and
undisputed invoice amount for each month same remains unpaid.
5.2
Professional agrees not to provide any Services to City that would cause the total cost of same to
exceed the Estimate, without City's prior written consent.
SECTION 6. TERM
Subject to the termination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be
in effect from its Effective Date through December 31, 2003, and shall thereafter, on the first day
of January in each subsequent year, automatically renew for a period of one (1) year.
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PAUL I. CRIPE, INC.
Fire Dept. Dept - 2003
Appropriation #404-00; P.O.#6624
Contract Not To Exceed $3,900.00
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' notice.
7.1.2
The obligation to provide all or any portion of the Services under this Agreement may be
terminated by City, for cause, 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 that are not in dispute, except that such
payment amount shall not exceed the Estimate. Disputed compensation amounts shall be
resolved as allowed by law.
7.2 Binding Effect.
City and Professional, and their respective officers, officials, agents, partners and successors in
interest are bound to the other as to all Agreement terms, conditions and obligations.
7.3 No Third Party Beneficiaries.
Nothing contained herein shall be construed to give rights or benefits to anyone other than the
parties hereto.
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 are City employees. 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. Professional hereby warrants
and indemnifies City for and from any and all costs, fees, expenses and/or damages incurred by
City as a result of any 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.
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PAUL I. CRIPE, INC:
Fire Dept. Dept - 2003
Appropriation #404-00; P.O.#6624
Contract Not To Exceed $3,900.00
7.5 Insurance.
Professional shall procure and maintain with an insurer licensed to do business in the State of
Indiana 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 any injury to or destruction of property, including, but not limited to,
any loss of use resulting therefrom. The coverage amounts shall be no less than those amounts set
forth on attached Exhibit C. Such insurance policies shall not be canceled without thirty (30)
days' prior written 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 and Professional fails to remove it within ten (10) days after the date of filing,
City shall have the right to pay or bond over such lien 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 same; 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 terminate all or any
part of this Agreement, without liability to Professional and to exercise any other rights or
remedies available to it at law or in equity.
7.8 Government Compliance.
Professional agrees to comply with all present and future laws, executive orders, roles and
regulations applicable to Professional's performance of its obligations under this Agreement, and
all relevant provisions thereof are incorporated herein by this reference, and 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 same. 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 and
agents from 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 or contractors in the performance of
this Agreement. This indemnification obligation shall survive the termination of this Agreement.
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PAUL I. CRIPE, INC:
Fire Dept. Dept - 2003
Appropriation #404-00; P.O.#6624
Contract Not To Exceed $3,900.00
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 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 Severabilit¥.
If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of
competent jurisdiction, that provision shall be stricken, and all other provisions of this Agreement
which can operate independently of same 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:
City of Carmel
One Civic Square
Carmel, 1N 46032
ATTN: Douglas Callahan, Carmel Fire Chief
(with a copy to the City Attorney,
Department of Law, same address)
PROFESSIONAL:
Paul I. Cripe, Inc.
7172 Graham Road
Indianapolis, IN 46250
ATTN: Bruce Breeden
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.
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PAUL I. CRIPE, INC:
Fire Dept. Dept - 2003
Appropriation #404-00; P.O.#6624
Contract Not To Exceed $3,900.00
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 right to a jury trial they may have, agree to file 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 nor delegate its obligations hereunder
without City's prior written 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.
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 fully understand it, have had an
opportunity to obtain the advice and assistance of counsel throughout the negotiation of same, and
enter into same freely, voluntarily, and without any duress, undue influence or coercion.
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PAUL I. CRIPE, INC:
Fire Dept. Dept - 2003
Appropriation #404-00; P.O.#6624
Contract Not To Exceed $3,900.00
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, 1NDIANA
by and through its Board of Public
Works and Safety
PAUL I. CRIPE, INC.
BY:
J~es Brain,ard/Pres)ding Officer
Mary Ann l~r[e, Member
Date: /~ _c-~/
Lori S. Watson,
Date:
Diana Cordray~M~ ~lerk-~asurer
Date:
BY:
Authorized Signature
Printed Name:d~' Q' ~ e-~
Title: J~-/~
FID/TIN:
Date:
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7172 Graham Road
Indianapolis, IN 46250
317-842-6777
FAX: 317-841-4798
www. picripe.com
.Chief Douglas Callahan
Carmel-Clay Fire Department
2 Civic Square
Carmel, Indiana 46032
DATE: March 19, 2003
RE: Engagement Contract for Services
PROJECT NAME: Consulting-Carmel Fire
Department, Account #404
PROJECT LOCATION: Carmel, Indiana
Dear Chief Callahan:
To ensure a better understanding of Paul I. Gripe, Inc.'s services to Carmel-Clay Fire Department ("Client"), this letter is to confirm Carmel-Clay Fire
Department's request for services and to outline the terms of Paul I. Cdpe, Inc.'s contractual arrangement with Carmel-Clay Fire Department.
SCOPE OF SERVICES: We have written a job order for the following service(s): Master plan square footage requirements for a "Survive Alive"
building, including maximum square footage needed to accomplish the program needs. The scope of services includes determining maximum
acreage needed for building and parking needs.
Please note: The Scope of Services and Compensation includes an allowance for two (2) meetings to be held with governmental agencies and/or
<<CompanyName>>. If additional meetings are required, Paul I. Cdpe, Inc. will notify ~<CompanyName>~ and attendance at the meetings will be charged at
Paul I. Gripe, Inc.'s standard hourly rates. Please Note: The scope of this project is limited to the items specified in the stated "Scope of Services" listed
above. Any matters not specifically included in the described scope of services are hereby specifically excluded from the responsibility of Paul I. Gripe,
Inc. for investigation, analysis or reporting.
COMPENSATION: The Services will be performed under this contract for a hourly, not-to-exceed cost of $3,900.00. A copy of the current rate
schedule is attached hereto and made a part of this contract. Please Note: Any estimated fees set forth in this contract are given as a general estimate
only, assuming comparable projects with average difficulty. Any estimated fee should not be intarpreted as a not to exceed fee or fixed fee. In the event
that we exceed an estimated fee by more than twenty percent (20%), we will notify you either verbally or in writing. Please note: From time to time Paul
I. Cdpe, inc. revises its rate schedule to compensate for increased overhead and expenses. In the event a revision is made to the rate schedule, you will
be notified in writing.
PAYMENT TERMS: Payment shall be rendered as follows:
Payment shall be due upon receipt of the invoice but in no event no later than thirty (30) days. Invoices not contested in writing within
ten (10) business days of receipt are considered accepted by Client and are payable in full. Failure to make payment as provided herein could
result in Paul I. Cripe, Inc. filing a lien on the real property which is the subject of this Contract.
Payment shall be made to the following address: Paul I. Cripe, Inc., P.O. Box 6069-Dept. 81, Indianapolis, IN 46206-6069.
Failure to make payment when due shall be cause for suspension of services or, ultimately, termination, unless and until Paul I. Gripe, Inc. has
been paid in full all amounts due for services, expenses and other related charges.
Interest at 1¼% per month, effective rate of 18% per annum, will be due and payable on amounts not paid within thirty (30) days.
Paul I. Cripe, Inc. shall be entitled to attorney's fees and other costs incurred by us in collecting delinquent accounts.
· In the event of disputed amounts, payments shall be made to Paul I. Gripe, Inc. promptly on all amounts that are not in dispute.
By executing this Engagement Contract for Services, Carmel-Clay Fire Department waives any limitation on the period in which Paul I. Gripe,
Inc. may file notice of intention to hold a lien against the owner's property to secure payment of our fees.
REIMBURSABLE EXPENSES: Costs for advances and other reimbursables including but not limited to, blueprints, photography, equipment charges,
couder fees and mileage are extra to the fees. In addition to the above fee, Paul I. Cripe, Inc. shall invoice you for <<Plots>~ Plots at the price of $10.00
each.
INVOICES: Unless otherwise agreed upon, Paul I. Gripe, Inc. will submit monthly invoices to <<CompanyName>> for Services performed and advances to
date. Our invoice will be sent to:
Chief Douglas Callahan
Carmel-Clay Fire Department
2 Civic Square
Carmel, Indiana 46032
ADDITIONAL SERVICES: Services resulting from significant changes in the scope, extent or charactar of the portion of the Project designed or specified
by Paul I. Gripe, Inc. or its design requirements including, but not limited to, changes in size, complexity, Client's schedule, character of constructton or
method of financing; and revising previously accepted studies, reports, drawings, specifications or contract documents when such revisions are required
by changes in laws, rules, regulations, ordinances, cedes or orders enacted subsequent to the preparation of such studies, reports, drawings,
specifications or contract documents, unforeseen conditions or are due to any other causes beyond Paul I. Gripe, Inc.'s control. Change in Services shall
entitle Paul I. Gripe, Inc. to an adjustment in compensation. Paul I. Cdpe, inc. shall notify the Client of these changes prior to providing such services.
SAFETY RESPONSIBILITY: Client shall assign responsibility to contractor for all construction site safety procedures and Paul I. Gripe, Inc. shall have no
responsibility for enforcement of said procedures or liability resulting therefrom.
STANDARD OF CARE: The standard of care for all professional services performed or furnished by Paul I. Gripe, Inc. under this Agreement will be the
skill and care used by members of Consultant's profession practicing under similar circumstances at the same time and in the same locality. Consultant
makes no warranties, express or implied, under this Agreement or otherwise, in connection with Consultant's services.
CONSENT OF OWNER: The undersigned is the owner of the property or the authorized agent of the owner on which Service described above is to be
performed and hereby consents to performance of the Service. The parties to this contract agree that this Engagement Contract for Services may be
executed simultaneously or in two or more counterparts each of which shall be deemed an original but all of which together shall constitute one and the
same document. The parties hereto further agree that delivery of this document may be accomplished by electronic facsimile reproduction (FAX) and if
FAX delivery is utilized, the FAX copy shall constitute an original.
March 19, 2003
Page 2
iNDEMNIFICATION: Client and Paul I. Cripe, Inc. each agree to indemnity and hold the other harmless, and their respective officers, employees,
agents and representatives, from and against liability for all claims, losses, damages and expenses, including reasonable attorneys' fees, to the extent
such claims, losses, damages, or expenses are caused by the indemnitying party's negligent acts, errors or omissions. In the event claims, losses,
damages or expenses are caused by the joint or concurrent negligence of Client and Paul I. Cripe, Inc., they shall be borne by each party in proportion
to its negligence.
TERMINATION: The obligation to provide further services under this Engagement Contract for Services may be terminated by either party upon seven
(7) days' wdtten notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the
terminating party. In the event of any termination, Paul I. Cripe, Inc. will be paid for all services rendered to the date of termination, reimbursables and
termination expenses.
DELAYS: Paul I. CrJpe, Inc. shall not be responsible for delays in its work occasioned by fires, floods, explosions, dots, strikes, errors, acts of God or
change in government regulations. Should a delay occur for a reason outlined herein, the term of this agreement shall automatically be extended for a
pedod equal to the delay.
DISPUTE RESOLUTION: Client and Paul I. Cripe, Inc. agree that they shall first submit any and all unsettled claims, counter claims, disputes, and other
mattem in question between them arising out of or relating to this Agreement to mediation in accordance with the Construction Industry Mediation Rules
of the American Arbitration Association, effective as of the date of this agreement.
INSTRUMENTS OF SERVICE: Drawings, specifications and other documents, including those in electronic format, prepared by Paul I. Cripe, Inc. and its
consultants, are Instruments of Service for use solely with respect to this project. Paul I. Cdpe, Inc. and its consultants shall be deemed the authors and
owners of their respective Instruments of Service and shall retain all common law, statutory and other reserved rights, including copyrights. Upon
execution of this Engagement Contract for Services and upon all monies due and owing to Paul I. Cripe, Inc. from client, Paul I. Cdpe, Inc. grants to Client
a nonexclusive license to reproduce Paul I. Cdpe, Inc.'s Instrument of Service. Client shall not use the Instruments of Service for future additions or
alterations to the Project without the prior written consent of Paul I. Cdpe, Inc. Any unauthorized use of the Instruments of Service shall be at Client's sole
risk and without liability to Paul I. Cripe, Inc. and/or Paul I. Cripe, Inc.'s consultants.
CLIENT SERVICES AND PROVIDED DOCUMENTATION: Paul L Cdpe, Inc. shall be entitled to rely on the accuracy, clarity, completeness and format
of documentation, services and information furnished by the Client. Paul I. Cripe, Inc. shall provide prompt notice to the Client if Paul I. Cripe, Inc.
becomes aware of any errors, omissions, inconsistencies or formatting errors in such documentation, services or information and it shall be the
responsibility of Client to correct any errors, omissions or inconsistencies. If Paul I. Cripe, Inc. cannot utilize the provided documentation for its intended
purpose1 this shall entitle Paul I. Cripe, Inc. to an adjustment in the Scope of Services and Compensation. Paul I. Cdpe, Inc. shall notity the Client of
these changes prior to providing such services.
GOVERNING LAW: The laws of the State of Indiana shall govern as to all questions arising under this Engagement Contract for Services.
Please advise Paul I. Cripe, Inc. immediately in writing if any of the terms of this engagement contract are incorrect. UPOn receipt of both eaaes of this
executed contract. Paul I. Crioe. Inc. will proceed with this order as written. The offer of this agreement is valid for a period of thirty (30) days
from the date of issue unless accepted by you in the space below. Paul I. Cdpe, Inc. appreciates this opportunity to be of service to
Sincerely,
PAUL I. CRIPE, INC.
Bruce E. Breeden, Ed.S
Vice President, Administration
This Agreement accepted this
day of March, 2003.
Carmel-Clay Fire Department
Authorized Signature Printed
PAUL I. CRIPE, INC. 2003 STANDARD HOURLY RATES
Principal
Project Coordinator
Director
Architecture
Level 3 Senior
Level 2 Project
Level 2 Land Plan
Level 1 Associate
Engineering
Level 3 Senior
Level 2 Project
Level 1 Associate
Survey - Office
Level 3 Senior
Level 2 Project
Survey - Field
Level 3 Senior
Level 1 Associate
Two Man Field Crew
Construction/Real Estate
Level 3 Senior
Level 2 Project
Level 1 Associate
Transportation
Level 2 Project
Environmental
Level 1 Associate
GIS
Level 3 Senior
Level 2 Project
Permitting
Administrative
Intern
$160.00
$145.00
$140.00
$125.00
$11~00
$ 9o.oo
$ 85.OO
$125.00
$ 92.00
$ 75.00
$105.00
$ 9~00
$100.00
$ 90.00
$140.00
$130.00
$11E00
$ 75.00
$11~00
$ 65.00
$130.00
$ 95.00
$ 70.00
$ 52.00
$ 60.00
* Standard rote for a Two Man Field Crew is $140.00 per hour. Time is charged
at a per man houdy rate of $70.00 per hour.
M:~standard\DOCS\F[N-Rate$-2003.doc