GAI Consultants, Inc./EngrEngineering Dept - 2004/Proposal for Prof. Eng. Servs.
Appropriation #LRS 4340100; P.O.#5285
Contract Not To Exceed $50,000.00
AGREEMENT FOR PROFESSIONAL SERVICES
~PPROVED ~,S TO FORM
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 GAI Consultants, Inc. (hereinafter "Professional").
RECITALS
WHEREAS, City owns and is responsible for the operation and maintenance of its public works,
its public sewer and water systems, the operation of the City, its departments and facilities, and the
provision of municipal services to the public; and
WHEREAS, from time to time, City needs additional professional 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 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, with negotiated additional compensation, 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 2004/gaiconsultants/04/O1/04
GAI Consultants, Inc.
Engineering Dept - 2004/Proposal for Prof. Eng. Servs.
Appropriation #LRS 4340100; P.O.#5285
Contract Not To Exceed $50,000.00
SECTION 3.
C1TY~S RESPONSIBILITIES
3A
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 LRS
4340100 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 Fifty Thousand Dollars ($50,000.00) (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 heroin 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, 2004, and shall thereafter, on the first day
of January in each subsequent year, automatically renew for a period of one (1) year.
mod/contracts 2004/gaiconsultants/04/OT/04 2
GAl Consultants, Inc.
Engineering Dept - 2004/Proposal for Prof. Eng. Servs.
Appropriation #LRS 4340100; P.O.#5285
Contract Not To Exceed $50,000.00
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 arising out of any intentional
misconduct or negligent act or omission of Professional and/or 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/contracts 2004/gaiconsultants/04/O1/04 3
GAI Consultants, Inc.
Engineering Dept - 2004/Proposal for Prof. Eng. Servs.
Appropriation #LRS 4340100; P.O.#5285
Contract Not To Exceed $50,000.00
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 Defauk.
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 that are in
effect as of the date that Professional renders services and that are applicable to Professional's
performance of its obligations under this Agreement, and that are applicable to Professional's
performance of its obligations under this Agreement, and all relevant provisions of which being
hereby incorporated herein by this reference, to keep all of Professionals' required professional
licenses and certifications valid and current, and to indemnify and hold harmless City from
liabilities resulting from any violation of same. This indemnification obligation shall survive the
termination of this Agreement.
mod/contracts 2004/gaiconsultants/04/O1/04 4
GA1 Consultants, Inc.
Engineering Dept - 2004/Proposal for Prof. Eng. Servs.
Appropriation #LRS 4340100; P.O.#5285
Contract Not To Exceed $50,000.00
7.9 Indemnification.
Professional agrees to comply with all laws, executive orders, rules and regulations that are
applicable to Professional's performance of its obligations under this Agreement, and 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, ail damages, costs, expenses
and reasonable attorney fees to the extent the same arise out of any intentional misconduct 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.
7.10 Discrimination Prohibition.
Professional and each of its employees, agents and contractors shall comply with all 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 obligation shall survive the termination of this
Agreement.
7.11 Severabilitv.
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
A TTN: Michael McBride, City Engineer
Douglas C. Haney, City Attomey
Department of Law
One Civic Square
Carmel, IN 46032
PROFESSIONAL:
GAI Consultants, Inc.
312 East Dupont Road
Fort Wayne, Indiana 46825
AT'I-N: W. Scott Allen, P.E., and Senior Engineer
mod/contracts 2004/gaiconsultants/04 / O1/04 5
GAI Consultants, Inc.
Engineering Dept - 2004/Proposal for Prof. Eng. Servs.
Appropriation #LRS 4340100; P.O.#5285
Contract Not To Exceed $50,000.00
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 right to a jury trial they may have and agree to file such lawsuit in an appropriate court
in Indiana.
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.
mod/contracts 2004/gaiconsultants/04/Oi/04 6
GAl Consultants, Inc.
Engineering Dept - 2004fProposal for Prof. Eng. Servs.
Appropriation #LRS 4340100; P.O.#5285
Contract Not To Exceed $50,000.00
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.
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
GAI CONSULTANTS, INC.
Jt~s Brainard, Pregiding Officer
D, ate: ~r-/,.~/O ~ /~ Authorized Signature
~~~~ Printed Name:
M~y An~urke, M~mbe~ Title:
Date: ~ ~ ~
bri S.~ats~&/~/. , SSN if Sole Proprietor:
AT~ ~ / / .....
/Di~a Cordrav. IAMb, C~r~-Treasurer
/Date:
/
mod/contracts 2004/gaiconsultants/04/O1/04 7
312
April 16, 2004
consultants
transforming ideas into reality
GAl Project 2004-161-10
Mr. Michael McBride, P.E.
City Engineer
City of Carmel
One Civic Square
Carmel, 1N 46032
Revised Proposal for Professional Engineering Services
for Preliminary Design Services
Oak Ridge Road Reconstruction
Carmel, Indiana
Dear Mr. McBride:
Based upon the telephone conversation with you on April 14, 2004, GAI understands your concerns
aga'mst approving the whole and complete contract amount for the upcoming Board of Public Works
meeting on April 21, 2004. Your request from us was to divide our services into two proposal fees so that
the first proposal fee for preliminary engineering design could be considered for approval at the upcoming
meeting, with the remainder of the proposal dated February 16, 2004 being considered for approved at a
later date in May.
Therefore, GA1 is providing this proposal for partial engineering services for Oak Ridge Road. The
services in this proposal are limited to a portion of the design, and are not intended to provide a full and
complete set of design documents ready for bidding. The remaining services to provide a complete set of
bid documents will be included in a subsequent proposal, referring to the proposal dated February 16,
2004, and modified as per requests from the City after that time.
I. Introduction.
GAl understands that the City of Carmel is planning to issue bonds in early May to finance several
projects in a newly annexed area northwest of downtown Carmel. All of these projects must be
completed within 24 months. The first of these projects that you desire to construct is Oak Ridge Road
because of the limited additional right-of-way needs. Being the frrst, GAI understands that this project
requires a very quick time schedule, and we will be able to help you in achieving your goal of a bid date
in early May.
The project objectives, we understand, include:
· The removal of Oak Ridge Road from 136~ Street to 146th Street, and construction of a new
boulevard-type roadway with two 16-foot wide travel lanes separated by a lightly landscaped
(sodded) median;
· The lowering of the entire roadway to construct curb and gutters allowing positive drainage from
the adjacent properties;
· The installation of a storm sewer drainage system, which may be sized to also provide drainage
for some adjacent problem areas in the future (the exact drainage requirements are to be
determined);
EXHIBIT
P:~2004~04-161 Cannel-Oak Ridge RdkI 10~Admln\Contract Negotiafi~nh°roposal Letter Oak Ridge Road - Partial 2004-04-14.doc
East Dupont Road Ft. Wayne, IN 46825 Tel 260.489.2900 [:ax 260.489.4159 www.§aiconsultants.com
· The potential construction of roundabouts at Adios Pass and Bennett Road to allow safe U-tam
movements for residents to access their driveways;
· The construction of two S-foot wide asphalt multi-use paths; and
· The coordination with utilities to bury their facilities in the future without affecting any new
construction.
H. Scope of Services by GAI Consultants.
GAl will provide a preliminary engineering design, based on the information provided by the City of
Cannel, and their program manager, CrossRoad Engineers, P.C.
To perform the preliminary services for Carmel, GAl will:
· Hold early coordination meetings with the City of Carmel, the program manager Crossroads
Engineering, utilities, and permitting agencies to inform all parties of the importance of
coordination to meet the schedule constraints;
· Prepare preliminary construction plans for the new roadway and storm sewer;
· Design the roadway at the potential roundabout locations as a standard intersection and make
recommendations for roundabouts at these intersections as alternatives; and
· Attend a preliminary field check meeting with the City of Carmel to discuss the preliminary
design.
HI. Services to be Provided by Carmel.
The City of Carmel will:
· Provide a single point of contact to which all information and questions are relayed (GAI
understands that this will be the program manager, CrossRoad Engineering);
· Provide survey data; and
· Coordinate with all property owners.
In addition, due to the quick schedule, GAI requests that the City of Carmel assist GAl, when possible to:
· Provide a list of potentially involved parties to be included in early coordination, which may
include utilities and permitting agencies;
· Provide standards, typical details, etc. that the City wishes to be incorporated into the project;
· Support GAI's requests for quick release of available information from other City departments
and other local agencies.
IV. Services Not Included.
GAl has not included the following activities in our scope of services. Such additional activities can be
performed upon request through negotiated supplemental agreements to this scope of services.
· Field Survey.
· Final Engineering Design for Project Bidding. -
· Public Heatings.
· Right-of-Way Engineering or Acquisition. EXHIBIT
· Construction Inspection Services.
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transforming ideas into reality
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V. Schedule.
GAI will begin the work on this project immediately after receiving the Notice to Proceed and the survey.
The preliminary design stages will be (and was) completed for the City of Carmel to review by March 15,
2004. GA1 will mutually agree on a schedule with the City of Carmel.
VI. Fee Structure and Deliverables.
GAI proposes to perform the outlined scope of Preliminary Design Engineering Services for a lump sum
fixed fee of $50,000. For this fee, GAl will provide 2 full set of plans (bond paper) and contract
documents for review purposes.
We hope that this proposal addresses the concerns you have. If you have any questions concerning the
figures or scope of service for this proposal, please call. Scott Allen will be the Project Manager for this
project.
Sincerely,
GAl Consultants, Inc.
W. Scott Allen, P.E.
Senior Engineer
GAl Consultants, Inc.
Kirk F. l~cheon, P.G.
Vice Presid'e"nt
Attachments: CityofCarmel Agreement for Profussional Services
cc: GAl Project File 2004~161-10
EXHIBIT ...
p:~2004\04~161 Carmel-Oak Ridge Rd\dl 0\Admin\Contract NegotlatlonkProposal Letter Oak Ridge Road - Partial 2004-~
gai consultants
transforming ideas into reality
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