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Donohue & Associates/UtilitiesDonohue & Associates .- Design Svcs -Woodlands Sewer/Water ' ~ Utilities Dept. - 2004 Appropriation ~06-I050-59 & 06-1050-15 P.O.# SO8918; P.O.# W05760 Contract Not To Exceed $11,900.00 & $11,900.00 Total: $23,800.00 AGREEMENT FOR PURCHASE OF GOODS AND SERVICES THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreement") is hereby entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety ("City"), and Donohue & Associates ("Vendor"). TERMS AND CONDITIONS ACKNOWLEDGMENT, ACCEPTANCE: Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of same constitutes its acceptance of all of the Agreement's terms and conditions. PERFORMANCE: City agrees to purchase the goods and/or services (the "Goods and Services") from Vendor using City budget appropriation number 06-1050-59 & 06-1050-15 funds. Vendor agrees to provide the Goods and Services and to otherwise perform the requirements of this Agreement in conformance with the standard for professional practice ordinarily exercised by the applicable profession under similar circumstances at the time and in the locality where the Services are performed.. PRICE AND PAYMENT TERMS: 3.1 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder shall be no more than Twenty Three Thousand Eight Hundred Dollars ($23,800) (the "Estimate"). Vendor shall submit an invoice to City no more than once every thirty (30) days detailing the Goods and Services provided to City within such time period. City shall pay Vendor for such Goods and Services within sixty (60) days after the date of City's receipt of Vendor's invoice detailing same, so long as and to the extent such Goods and Services are not disputed, are in accordance with the specifications set forth in Exhibit A, are submitted on an invoice that contains the information contained on attached .Exhibit B, and Vendor has otherwise performed and satisfied all the terms and conditions of this Agreement. 3.2 Vendor agrees not to provide any Goods and Services to City that would cause the total cost of the Goods and Services provided by Vendor to City hereunder to exceed the Estimate, unless City has previously agreed, in writing, to pay an amount in excess thereof. WARRANTY: Vendor agrees that the Goods and Services covered by this Agreement will conform to the specifications, samples and/or descriptions thereof furnished to Vendor by City and/or by Vendor to and accepted by City, that the Goods and Donohue & Associates .- Design Svcs -Woodlands Sewer/Water Utilities Dept. - 2004 Appropriation #06-1050-59 & 06-1050-15 P.O.# SO8918; P.O.# W05760 Contract Not To Exceed $11,900.00 & $11,900.00 Total: $23,800.00 Services will be delivered in a timely, good and workmanlike manner. Vendor acknowledges that it knows of City's intended use and agrees that the Goods and Services provided to City pursuant to this Agreement have been selected by Vendor based upon City's stated use and are fit and sufficient for their particular purpose. TIME AND PERFORMANCE: This Agreement shall become effective as of the last date on which a party hereto executes same ("Effective Date"), and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the essence of this Agreement. DISCLOSURE AND WARNINGS: If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may direct, a list of all chemicals, materials, substances and items used in or during the provision of the Goods and Services provided hereunder, including the quantity, quality and concentration thereof and any other information relating thereto. At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to furnish to City sufficient written warning and notice (including appropriate labels on containers and packing) of any hazardous material utilized in or that is a part of the Goods and Services. LIENS: Vendor shall not cause or permit the filing of any lien on any of City's property. In the event any such lien is filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding, City shall have the right to pay such lien or obtain such bond, all at Vendor's sole cost and expense. DEFAULT: In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Vendor's warranties; Co) fails to provide the Goods and Services as specified herein; (c) fails to make progress so as to endanger timely and proper provision of the Goods and 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, is placed into 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 (1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights and remedies available to City at law and/or in equity. INSURANCE AND INDEMNIFICATION: Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer licensed to do business in the State of Indiana, professional liability insurance for the protection of City and Vendor from claims Donohue & Associates .- Design Svcs -Woodlands Sewer/Water Utilities Dept. - 2004 Appropriation #06-1050-59 & 06-1050-15 P.O.# SO8918; P.O.# W05760 Contract Not To Exceed $11,900.00 & $11,900.00 Total: $23,800.00 for errors and omissions contained in the deliverable products as a result of the services performed for the City. Vendor shall provide that such insurance policies shall not be canceled without thirty (30) days prior notice to City. Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and employees from all claims and suits of whatever type, including, but not limited to, reasonable court costs, attorney fees, and other expenses, caused by any negligent act, error or omission of Vendor and/or of any of Vendor's agents, officers, employees, contractors or subcontractors in the performance of this Agreement. These indemnification obligations shall survive the termination of this Agreement for a period consistent with the statute of limitations found in Indiana Code 34-11-2-11 as enacted at the date of the execution of the contract. 10. GOVERNMENT COMPLIANCE: Vendor agrees to comply with applicable federal, state and local laws, executive orders, roles, regulations and codes which may be applicable to Vendor's performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless City from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules, regulations and codes. This indemnification obligation shall survive the termination of this Agreement for a period consistent with the statute of limitations found in Indiana Code 34-11-2-11 as enacted at the date of the execution of the contract. 11. 12. 13. NONDISCRIMINATION: Vendor represents and warrants that it and all of its officers, employees, agents, contractors and subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting discrimination against any employee, applicant for employment or other person in the provision of any Goods and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of employment and any other matter related to their employment or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran status. NO IMPLIED WAIVER: The failure of either party to require performance by the other of any provision of this Agreement shall not affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the same or any other provision hereof. NON-ASSIGNMENT: Vendor 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 written consent. Donohue & Associates .- Design Svcs -Woodlands Sewer/Water Utilities Dept. - 2004 Appropriation #06-1050-59 & 06-1050-15 P.O.# SO8918; P.O.# W05760 Contract Not To Exceed $11,900.00 & $11,900.00 Total: $23,800.00 14. RELATIONSHIP OF PARTIES: The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any of its officers, employees, contractors, subcontractors and agents are employees of City. The contract price set forth herein shall be the full and maximum compensation and monies required of City to be paid to Vendor under or pursuant to this Agreement. 15. GOVERNING LAW; LAWSUITS: This Agreement is to be constmed in accordance with and governed by the laws of the State of Indiana, except for its conflict of- laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they waive their right to a jury trial, 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. 16. SEVERABILITY: If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order or other role of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with same, and the remaining provisions of this Agreement shall remain in full force and effect. 17. NOTICE: Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by postage prepaid U.S. certified mall, return receipt requested, to the party to be notified at the address specified herein: If to City: City of Carmel One Civic Square Carmel, Indiana 46032 ATTN: John Duffy, Director, Utilities Dept. Douglas C. Haney, City Attorney Department of Law One Civic Square Carmel, Indiana 46032 If to Vendor: Donohue & Associates. 101 West Ohio Street Suite 820 Indianapolis, Indiana 46204 ATTN: Paul Elling, Senior Civil Project Manager Notwithstanding the above, notice of termination under paragraph 18 hereinbelow shall be effective if given orally, as long as written notice is Donohue & Associates .- Design Svcs -Woodlands Sewer/Water Utilities Dept. - 2004 Appropriation #06-1050-59 & 06-1050-15 P.O.# SO8918; P.O.# W05760 Contract Not To Exceed $11,900.00 & $11,900.00 Total: $23,800.00 then provided as set forth hereinabove within five (5) business days from the date of such oral notice. 18. TERMINATION: 18.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon 5 days notice to Vendor, terminate this Agreement for cause, in the event of a default related to the Goods and Services provided hereunder by Vendor. Immediate termination may occur if sufficient funds are not appropriated or encumbered to pay for the Goods and Services to be provided herein under. In the event of such termination, Vendor shall be entitled to receive payment for Goods and Services delivered, or completed as of the date of termination and subsequently delivered, 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. 18.2 Either party hereto may terminate this Agreement at any time upon thirty (30) days prior notice to the other party. In the event of such termination, Vendor shall be entitled to receive payment for Goods and Services delivered, or completed as of the date of termination and subsequently delivered, 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. 19. REPRESENTATIONS AND WARRANTIES The parties represent and warrant that they are authorized to enter into this Agreement and that the persons executing this Agreement have the authority to bind the party which they represent. 20. ADDITIONAL GOODS AND SERVICES Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods and services to City. When City desires additional goods and services from Vendor, the City shall notify Vendor of such additional goods and services desired, as well as the time frame in which same are to be provided. Only after City has approved Vendor's time and cost estimate for the provision of such additional goods and services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in writing, to provide such additional goods and services, shall such goods and services be provided by Vendor to City. A copy of the City's authorization documents for the purchase of additional goods and services shall be numbered and attached hereto in the order in which they are approved by City. 21. TERM Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 18 hereinabove, this Agreement shall be in effect from the Effective Date through December 3 I, 2004, and shall, on the first day of each Donohue & Associates .- Design Svcs -Woodlands Sewer/Water Utilities Dept. - 2004 Appropriation #06-1050-59 & 06-1050-15 P.O.# SO8918; P.O.# W05760 Contract Not To Exceed $11,900.00 & $11,900.00 Total: $23,800.00 January thereafter, automatically renew for a period of one (1) calendar year, unless otherwise agreed by the parties hereto. 22. HEADINGS All heading 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. 23. BINDING EFFECT The parties, and their respective officers, officials, agents, partners, successors, assigns and legal representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations set forth in Agreement. 24. NO THIRD PARTY BENEFICIARIES This Agreement gives no rights or benefits to anyone other than City and Vendor. 25. ADVICE OF COUNSEL: The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain legal 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. 26. ENT1RE AGREEMENT: This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral or written representations and agreements regarding same. Notwithstanding any other term or condition set forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit attached to this Agreement or in any document referenced herein conflicts with any term or condition contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail. This Agreement may only be modified by written amendment executed by both parties hereto, or their successors in interest. [Remainder of page intentionally left blank] Donohue & Associates .- Design Svcs -Woodlands Sewer/Water Utilities Dept. - 2004 Appropriation #06-1050-59 & 06-1050-15 P.O.# SO8918; P.O.# W05760 Conla'act Not To Exceed $11,900.00 & $11,900.00 Total: $23,800.00 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA by and through its Board of Public Works and Safety Donohue & Associates By: a /~hmes Brainard, Presidin[ Offic ~Date: ~ Date:¢ ~ ~-~-~O ~ ATTEST: ~ Date: ~~MC~~ea~u;e~ By: ///5(uthorized Signature Printed Name Title FID/TIN: SSN if Sole Proprietor: ~76o www donohue associates com March lO, 2004 /0/ WEST OHIO STREET, SUITE 820 INDIANAPOLIS, IN 46204 John Duffy City of Carmel Utilities One Civic Square Carmel, indiana 46032 PHONE 317-267-8200 FAX 3/7-267-8201 Re: Woodlands Subdivision Water and Sewer Service Donohue & Associates, Inc. Proposal for Design Dear John: Thank you for this opportunity to submit our proposal to provide design and bidding phase services for the Woodlands subdivision water and sewer service. Donohue is an employee-owned engineering firm specializing in serving public clients. We put the highest importance on developing and maintaining long-term relationships; an approach that works by performing well on each and every project. Attached you will find our proposed scope of services, fee estimate and our preliminary estimate of what we believe the project will cost to construct. As I indicated on the phone today we are concerned that the cost per lot is rather hig~ and have identified that a significant cost reduction can occur only if the water and sewer lines are able to be moved outside of the pavement areas. We are unsure if this can occur until the relationship between the pavement and property lines is identified. Providing adequate setback from front yard wells is also a concern that we will have to address. Our commitment to serving Carmel Utilities with distinction is a personal one. Steve Brinegar, Jim Miller and I are among the Owners of Donohue. and this projects success has a direct beating on our overall success as a company. Thank you for the opportunity to submit ~his proposal t° you for the above project. Please contact Jim Miller or myself if you have any questions about this proposal. Sincerely, [~~o~ ger Enclosures: As noted PART I PROJECT DESCRIPTION/SCOPE OF SERVICES/TIMING A. PROJECT DESCRIPTION This project is to install an 8" water line on Woodland Drive and High Drive and 8" Sanitary Sewers on Woodland Drive, High Drive and Woodland Way. The project limits are 116m street on the north and approximately 200 ft south of the intersection of Woodland Drive and Woodland Way. In addition to the water and sanitary lines, %" water service lines and 4" sanitary service connections are to be installed to each adjoining lot. The work contained in this project includes approximately 22 homes. Homes facing or fronting on 116th street are not included in this project. B. SCOPE OF SERVICES Basic Services to be provided by Donohue for this Project under this Agreement are as follows: 1.0 Project Management and Meetings 1.1 Assign Paul Elling, P.E. as Project Manager. Paul will coordinate project activities and will be the principal liaison between the Owner and Donohue. 1.2 Prepare a project work plan containing the project background, project scope, project schedule, listing and schedule of deliverables, staffing plan with staff responsibility assignments, and other information which may be appropriate. 1.3 Prepare for and lead up to 3 project workshop meetings to discuss upcoming project issues and to review work completed and obtain Owners comments and ideas. Prepare meeting minutes documenting discussions and information to be incorporated in the designs. Project workshop meetings will be held at Owner's offices or other designated location. Also prepare for and attend one public meetings to discuss the project with the public and obtain their input. The following are the currently anticipated Workshop meetings 1.3.1 Workshop 1 - 40% Plan development review 1.3.2 Workshop 2 - 65% Plan development review and rough draft specifications 1.3.3 Public Meeting - Following Workshop 2 meeting 1.3.4 Workshop 3 - 95% Plan development review and specifications 1.4 Provide monthly progress reports to OWNER to document services performed and schedule status. This is typically performed as part of the monthly project invoicing routine. 2.0 Design Phase 2.1 Prepare scope of work for detailed topographic and property survey and direct the activities of survey subconsultant. 2.2 Obtain and incorporate field survey data as required to define topography and surface features; horizontal and vertical location of underground utilities and tie the proposed project layout into existing monumentation. Establish horizontal and vertical control for construction. Project control will be based upon coordinate and elevation control system used for the Carmel Geographic Information System (State Plane Coordinates and USGS). "EXHIBIT 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11 2.12 2.13 Perform hydraulic computations to confirm final size of new structures and lines. Identify easements required for the project and direct the activities of subconsultant to prepare survey plats of easements for use by OWNER in obtaining and recording easements needed for construction. Contact utilities companies with facilities in the area and obtain utility atlas mapping to determine approximate location of facilities. Coordinate with utilities and provide design drawings showing water and sewer lines and buried utilities. Obtain feedback from utilities on locations of their facilities as shown on the drawings. Perform sanitary and water system design in accordance with applicable OWNER standards as provided to Donohue. Use other industry-accepted standards where the local standards are silent. Include a cleanout on each sanitary lateral near the R/W line and cap the lateral at the cleanout wye. Include a meter pit at the right-of-way line at each point of water service and provide 3 ft service stub on property owners side of meter pit. Location of service lines to be determined with property owner if possible. OWNER to direct Donohue for depth of service line at connection point. Develop final design drawings. Design drawings will be prepared at full size and plotted on 11" x 17" half size sheets. Sewer plan and profile sheets wilt be drawn with at a full size scale of 1" = 20' horizontal scale and a 1" = 5' vertical scale (half size drawings 1"=40' and 1"=10' respectively). Water and sanitary profiles wilt be on same drawing. Prepare technical specifications. Standards and preferred equipment and material-type specifications used by the OWNER will be incorporated in the technical specifications. Specifications will be prepared using OWNER supplied front end documents or EJCDC documents if none are provided by the OWNER. Technical specifications will be prepared using the CSI 3 part format and be based on Donohue Master Specifications. A draft bid form and a design cost estimate will also be prepared. Submit 4 sets of half size design drawings (at 40, 65, and 95% complete levels) and specifications (at 65, and 95% complete level) for review by OWNER. Specification submitted at the 65% level will primarily be unedited "master specs" for general format review only. Perform Quality Control checks of the design throughout the project and specifically with the 95% submittal review. Incorporate comments received and finalize the drawings for permits and bidding. The final bidding documents will be signed and sealed by a registered Professional Engineer in the State of Indiana. Prepare an IDEM Construction Permit Application, and other permit applications which may be needed, upon completion of design, and provide technical input as required in securing the permit. At each submittal for OWNER review, provide a summary of estimated costs for the OWNER'S information Page 2 PART II OWNER RESPONSIBILITIES A. In addition to other responsibilities of Owner set forth in this Agreement, Owner shall: Identify a person authorized to act as the Owner's representative to respond to questions and make decisions on behalf of Owner, accept completed documents, approve payments to Donohue, and serve as liaison with Donohue as necessary for Donohue to complete its Services. Furnish to Donohue copies of existing documents and data pertinent to Donohue's Scope of Services, including but not limited to and where applicable: design and record drawings for existing facilities; property descriptions, land use restrictions, surveys, geotechnical and environmental studies, or assessments. 3. Identify the depth of the service line connections at the property line. Owner will determine if basements exist or if gravity service to basements is to be provided. 4. Provide to Donohue existing information regarding the existence and locations of utilities and other underground facilities. 5. Provide Donohue safe access to premises necessary for Donohue to provide the Services. PART III COMPENSATION, BILLING AND PAYMENT A. Compensation as defined in the Scope of Services (Part I) of this Agreement shall be a lump sum of $23,800. B. Survey, Easement preparation, and Property Staking Items: The proposed fee in Part III A does not include obtaining survey, easement document preparation, or property staking. Our survey subconsultant (CrossRoad Engineers) has provided Donohue a cost quotation to perform the design survey work. In addition, because of the uncertainty of the number or location of any new easements, or the need to have the property lines field staked we have obtained a quote for these services and prepared a per each price for those tasks. The unit price shown below includes the invoice price plus 10% markup: Design Survey Legal Descriptions Plat of Survey drawings Field staking property or easements UnitPrice $550O $385 $330 $275 perparcel C. Donohue will bill Owner monthly, with net payment due in 30 days. The invoice will contain a calculation of the amount of lump sum due based on percentage of Project completed during the billing period. D. Donohue will notify Owner if Project scope changes require modifications to the above-stated contract value. Services relative to scope changes will not be initiated without authorization from Owner. Page4 EXHIB ....