Clark Dietz Inc/UtilitiesCLARK DIETZ INC
UTILITIES DEPT. - 2003
Appropriation #09-1050-12; P.O.#W04874
Contract Not To Exceed $73,000.00
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement), is hereby 'li~de 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 Clark Dietz, Inc. (hereinafter "Professional").
RECITALS
WHEREAS City owns and is responsible for its public works, its public sewer and water systems,
its public health and safety services, and its infrastructure; and
WHEREAS, from time to time, City needs additional engineering services and similar assistance
(the "Services") 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 RECITALS
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.
mod/contracts/utilities03/04/03 1
CLARK DIETZ INC
UTILITIES DEPT. - 2003
Appropriation #09-1050-12; P.O.#W04874
Contract Not To Exceed $73,000.00
SECTION 3.
3.1
3,2.
3.3
3.4
C1TY~S RESPONSIBILITIES
City shall provide such information as is reasonably necessary for Professional to understand the
Services requested.
City shall arrange for Professional to enter upon public and private property as reasonably required
for Professional to perform the Services.
City shall designate payment of the Services from City budget appropriation number 09-1050-12
funds.
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 Sixty Five Thousand Dollars ($65,000.00) (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.
mod/contracts/utilities03/04/03 2
CLARK DIETZ INC
UTILITIES DEPT. - 2003
Appropriation/409-1050-12; P.O.#W04874
Contract Not To Exceed $73,000.00
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.
mod/c0ntracts/utilities 03 / 04 / 03 3
CLARK DIETZ INC
UTILITIES DEPT. - 2003
Appropriation #09-1050-12; P.O.#W04874
Contract Not To Exceed $73,000.00
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 laws, executive orders, rules 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 and employees from
all losses, liabilities, claims, judgments and liens, including, but not limited to, all damages, costs,
expenses and attorney fees arising out of any negligent act, error 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.
mod/contracts/utilitiesO 3 / 07 / 03 4
CLARK DIETZ INC
UTILITIES DEPT. - 2003
Appropriation #09-1050-12; P.O.#W04874
Contract Not To Exceed $73,000.00
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, IN 46032
ATTN: Department Head, John Duffy
(with a copy to the City Attorney,
Department of Law, same address)
PROFESSIONAL:
Clark Dietz Inc.
8445 Keystone Crossing - Suite 105
Indianapolis, 1N 46240
ATTN: Dale R. Tekippe
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.
mod/contracts/utilities03/04/03 5
CLARK DIETZ INC
UTILITIES DEPT. - 2003
Appropriation #09-1050-12; P.O.#W04874
Contract Not To Exceed $73,000.00
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.
mod/contracts/utilities03/04/03 6
CLARK DIETZ INC
UTILITIES DEPT. - 2003
Appropriation #09-1050-12; P.O.#W04874
Contract Not To Exceed $73,000.00
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.
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
CLARK DIETZ INC.
BY:
Ja~des Brainard,?resi~ing Officer
Date: , 3 /
Mary Ann B'urke, Member
Date: ,3
Loft S. Watson, M~
Date: ,
Diana Cor~r~y,~C, Clerk-Treasurer
Date:
BY:
Authorized Signature
Printed Name: ~-
Title: ~, 1,/, ~
SSN if Sole Proprietor:
Date: /'7 ,~ -- ~
Sandra M. Johnaon,
Deputy ~ for
mod/contracts/utilities03/04/03 7
Ao
EXHIBIT A
SERVICES
Towne Road Water Main
141~t Street to 126th Street
Project Description
This project includes providing design and construction engineering services for the
installation of a 16-inch water transmission line along Towne Road from 126th Street to
141st Street and possibly a connection from Towne Road eastward along 131~t Street.
Scope
1.
Design Engineering Services
Professional shall provide design engineering services consisting of the
following:
Preliminary Design
1.1 Acquire existing mapping and develop project plan layout sheets.
1.2 Complete right-of-way research to identify lot dimensions and property
ownership along the proposed improvement routes.
1.3 Complete field surveys to provide additional topography and surface
features, locate above and below ground utilities, and tie the proposed
project alignment into the existing lot/section comer monumentation.
1.4 Reduce the field survey information and produce existing condition
drawings.
1.5 Contact utility companies to obtain available location and elevation
information.
1.6 Complete design computations to establish the type, size, and location of
the proposed improvements.
1.7 Develop preliminary plan drawings for the project. The drawings will
generally include:
Title Sheet
General Notes, Index, and Legend
Plan Sheets
Details Sheets
1.8 Conduct a field review of the proposed layout to identify any constraints
not readily identified during field survey.
1
1.9 Develop preliminary specifications for the project.
1.10 Compute project quantities.
1.11 Develop a preliminary opinion of probable project cost.
1.12
Prepare and submit three (3) sets of preliminary plans, specifications, and
the opinion of probable cost (70% submittal) for review by the City.
1.13
Prepare and submit an easement needs drawing documenting overall
right-of-way requirements.
1.14 Meet with City officials to discuss plans, specifications, and the project
cost estimate and receive their comments.
Final Design
1.15
Prepare final construction contract bid documents based on review
comments. These will generally include:
Construction drawings generally including:
-Title Sheet
-General Notes, Index, and Legend
-Plan Sheets
-Details Sheets
Construction specifications generally including:
-Notice to Bidders
-Bid Proposal
-Certifications
-Bid Bond
-Performance Bond
-Instruction to Bidders
-Common Construction Wages
-General Conditions
-Special Provisions
1.16 Update opinion of probable project cost.
1.17
Prepare state and local permit applications with supporting
documentation for submittal by the City to permitting agencies. All
permit fees to be paid by City.
1.18 Submit final drawings to utility companies and coordinate utility
conflicts.
1.19 Submit final construction contract bid documents to City for final
approval and establishing bid date.
o
Bidding Process
1.20 Prepare advertising notice for project and submit to City for publication.
1.21 Issue bidding documents to prospective bidders and maintain document
holders list.
1.22 Conduct pre-bid meeting and prepare meeting minutes.
1.23 Prepare and issue addenda as needed.
1.24 Attend bid opening and prepare tabulation of bids.
1.25 Review contractor bids and make a recommendation regarding
construction contract award.
1.26 Prepare contract documents for execution by contractor and City and
attend board meeting at which award of contract is considered.
Project Administration
1.27 Develop a written project work plan that addresses work tasks,
milestones, schedules, deliverables, roles/responsibilities and similar
project implementation and communication details.
1.28 Submit a draft work plan to the City for review and comment.
1.29 Update the work plan periodically and use it as a progress tracking and
communications tool throughout the project.
1.30 Conduct a project kickoff meeting with the City to finalize the project
objectives and to review and discuss work tasks, deliverables,
milestones, schedules, and similar project details. Conduct up to four (4)
project progress meetings.
1.31 Prepare monthly project status reports in a format approved by the City.
1.32 Complete and execute subconsultant agreements and coordinate and
manage subconsultant services.
Easement Plats and Descriptions
2.1 Upon receipt of written approval of the right-of-way needs drawing,
prepare individual parcel plats and legal descriptions and submit to City.
City is responsible for all easement negotiation/acquisition activities.
Schedule
The preliminary plans, specifications and opinion of probable project cost (70%
submittal) will be submitted to the City for review and approval within 90 calendar days
of receipt of written notice to proceed.
The final construction contract bid documents will be submitted to the City within 30
days of receipt of approval of the preliminary plans.
Do
Assumptions/Conditions
This agreement is subject to the following assumptions:
1. This agreement does not include right-of-way or easement negotiation/purchase
activities.
2. This agreement does not include the preparation of assessment roles or schedules.
3. This agreement does not include geotechnical investigations.
4. Local permits for this project (street cuts, utility relocations, etc.) will be
obtained by the City with information provided by Professional.
5. State permits for this project will be obtained by the City with information
provided by Professional.
6. No Federal permits are anticipated for this project.
7. This agreement does not include contaminated site Phase I or Phase II
environmental assessment investigations or remediation activities.
8. This agreement does not include cultural, historic, archeological, or wetland
assessment investigations or remediation activities.
Electronic Media
Professional will provide the Design Drawings for this project in electronic
format. The files will be produced in AutoCAD Version 2002 on IBM PC
compatible computers with the Windows XP operating system. Professional
makes no representation as to the compatibility of the files beyond the specified
release of the above-stated software. Professional will not provide preliminary or
intermediate phase documents in electronic format and will not provide
electronic files to third parties, such as contractors or other consultants.
Professional will utilize current Professional standards for layering, line types,
text styles, etc. in the development of the CADD files for this project. Changes
in these standards requested by the City may result in additional cost.
a)
City is aware that differences may exist between electronic files
delivered and printed hard-copy documents. At the time of the delivery
b)
of the electronic files, Professional will deliver one set of hard-copy
documents. In the event of conflict between the electronic and hard-copy
version of the documents, the hard-copy version shall govern. City also
understands the complexity associated with printing electronic files on
various printing equipment. The electronic files provided by
Professional are created for printing on specific equipment utilized by
Professional. Professional can not assure that City will be able to
properly print the documents on other equipment.
Electronic files delivered by Professional will be delivered on compact
disk in a format readable by commonly available IBM PC based
computer hardware using the current operating system at the time of
delivery of electronic files.
Compensation
1. Design Engineering Services
Compensation to Professional for services rendered by employees working on the
Project in accordance with B. Scope, 1. Design Engineering Services of this
Agreement will be a lump sum not to exceed amount of $65,000. This lump sum
compensation includes salaries, payroll taxes and insurance, employee fringe
benefits, general overhead costs, profit, and project related expenses.
2. Easement Plats and Descriptions
Services to be performed as defined in B. Scope, 2. Easement Plats and
Descriptions of this Agreement will be by subconsultant to Professional. The
proposed subconsultant will be submitted to City for approval prior to initiation
of these services. Compensation to Professional for these services will be at
actual cost plus ten percent to cover handling and administration. The estimated
maximum cost for these services are as follows:
Estimate 10 parcels at $750 each -- $7,500
M:~VlKTG_NO~2003 Proposals\03002\EXHIBIT A.doc