Clark Dietz Inc./UtilClark Dietz Inc.
Utilities Dept, 2005
Appropriation #11-1050-44; P.O. #WO6452
Contract Not To Exceed $37,800.00
A PPROV E D,
:OI1, tt BY
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 Clark Dietz Inc. (hereinafter "Professional").
RECITALS
WHER~E~S, City is committed to Tnaintaining an equitable and competitive compensation system
for the benefit of its employees; and
WHEREAS, from time to time, City needs consulting or other workforce assistance (the
"~er¥~ces") to assist it in fulfilling the foregoing commitment; 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 referen6ed 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.
SCOPE OF SERVICES
2.1
City'desires to engage Professional as an independent contractor for the Services set forth in
attached Exhibit A, incorporated herein by this reference.
2,2 ·
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.
bpw/mod/2OOScontracts/utilities/clarkdietz/lO/19/05 ~
Clark Dietz Inc.
Utilities Dept - 2005
Appropriation #11-1050-44; P.O. #WO6452
Contract Not To Exceed $37,800.00
SECTION 3.
CITY'S RESPONSIBILITIES
3.1
City shall provide such information as is reasonably necessary for Professional to understand the
Services requested.
3.2
City shall provide all data required for provision of Services. Professional may assume-that all
data so provided is correct and complete.
City shall arrange for Professional to enter upon public and private property as reasonably required
for Professional to perform the Services.
3.4
City shall designate payment of the Services from City budget appropriation number
11-1050-44 funds.
3.5
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 Profes~,ional 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 fo(the Services to be provided to City hereunder shall be
no more than Thirty Seven Thousand Eight Hundred Dollars ($37,800.00) (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 Bi 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 for one (1) year after its Effective Date.
bpw/mod/2OO5contracts/u~ilities/clarkdietz/lO/19/05 2
Clark Dietz Inc.
Utilities Dept - 2005
Appropriation #11~ 1050-.44; P,O. #WO6452
Contract Not To Exceed $37,800.00
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 snch
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 a~'e 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 frmn 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.
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 chtims
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
bpwlmod/2OO5contracts/utiligie$/clarkdietz/lO/19/05 3
Clark Dielz lnc.
Utilities Dept - 2005
Appropriation #11-1050-44; P.O. #W06452
Contract Not To Exceed $37,800.00
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 afl,er 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 defimlts 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 time!y 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, 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 any and all losses, damages, costs, liabilities, damages, costs and attorney fees resulting from
any fifilure by Professional to do so. 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.
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,
bpw/mod/2OO5contracts/utilities/clarkdiegz/lO/19/05 4
Clark Dietz Inc.
Utilities Dept - 2005
Appropriation itl 1-1050-44; P.O. #WO6452
Contract Not To Exceed $37,800.00
national origin, ancestry, age, disabled veteran status or Vietnam era veteran status. This
indemnification obligation shall survive the termination of this Agreement.
7.11 Severabiliw.
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
that 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:
John Duffy, Director, Utilities Department
City of Carmel
One Civic Square
Carmel, Indiana 46032
Douglas C. Haney, City Attomey
Department of Law
One Civic Square
Carmel, Indiana 46032
PROFESSIONAL:
Clark Dietz Inc.
9000 Keystone Crossing
Suite 350
Indianapolis, IN 46240
Attn: Dale Tekipp¢, PE/Executive Vice President
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 r~quired by this
paragraph within ten (10) business days from the date of such oral notice.
TI3 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, 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.
bpw/mod/2OO5contracts/utilities/clarkdietz/lO/19/05 5
Clark Dietz Inc.
Utilities Dept - 2005
Appropriation #l 1-1050-44; P.O. #WO6452
Contract NotTo Exceed $37,800.00
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 agreembnt 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
opportunky 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.
7.21
Copyright.
City acknowledges that various materials which may be used and/or generated by Professional in
performance of Services, including forms~ job description formats, comprehensive position
questionnaire, compensation and classification plan and reports are copyrighted. City agrees that
all ownership rights and copyrights thereto lie with Professional, and City will use them solely for
and on behalf of its own operations. City agrees that it will take appropriate action with its,
employees to satisfy its obligations with respect to use, co. pying, protection and security of
Professional's property.
bpw/mod/2OO5contracts/utilities/clarkdietz/lO/19/05 6
Clark Dietz Inc.
Utilities Dept - 2005
Appropriation #11-105044; P.O. #WO6452
Contract Not To Exceed $37,800.00
7.22 Personnel.
Professional represents that it has, or will secure at its own expense, all.personnel required in
performing the services under this agreement. Such personnel shall not be employees of or have
any contractual relationship with City. All of the services required hereunder will be performed
by Professional or under his supervision and all personnel engaged in the work shall be fully
qualified to perform such services.
7.23 Records and lnspection~
Professional shall maintain full and accurate records with respect to all matters covered under this
agreement for three (3) years after the expiration or early termination of this agreement. City shall
have free access at all proper times to such records and the right to examine and audit the same
and to make transcripts there from, and to inspect ali program data, documents, proceedings and
activities.
7.24 Accomplishment of Proiect
Professional shall commence, carry on, and complete the project with all practicable dispatch, in a
sound economical and efficient manner, in accordance with the provisions thereof and all
applicable laws. In accomplishing the project, Professional shall take such steps as are appropriate
to ensure that the work involved is properly coordinated with related work being carried on within
· City's organization.
bpwYmod/2OO5contracts/utili~ies/clarkdi~tz/lO/19/05 7
Clark Dietz Inc.
Utilities Dept - 2005
Appropriation #11-I050-44; P.O. #WO6452
Contract Not To Exceed $31,800.00
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
BY:/
~at:: Brainard, Presiding O fficer"~
Ma~y An/Burke,
Date:
Lori S. Watson, ~o~ber
Date:
CLARK DIETZ INC.
c
BY:
Authorized Signature
Printed Name:
Title: ~',~ ,* c.
FID/TIN: ~r] - l 2
SSN if Sole Proprietor:
Date: /17 qlt?~ 5'
'~'~ ~ C ordr ay/IA, MC..,_Clerk/.~r eas ur er
/ Date:
bpw/mod/2OO5contracts/utilities/clarkdiezz/lO/19/05 8 ~
EXHiBIT A
SERVICES
Westfield Boulevard and 11lt~' Street Water Main
Project Description
This project involves providing engineering services for design and bidding ofa ~vater mmn
extension along Westfield Boulevard from Creekside Lane to 11 lth Street and along 1 l 1 t~ Street
from Westfield Boulevard to College Avenue. This project will be designed to be implemented in
two construction phases.
Phase 1 - Along Westfield Boulevard from Creekside Lane to 111tI' Street and along 111 ti, Street
from Westfield Boulevard to Echo Crest Drive.
Phase 2 Along 11 lth Street from Echo Crest Drive to College Avenue.
This agreement will provid6 for Route Analysis services for both Phases 1 and 2 but the
remaining design services through Bidding Process are provided for Phase 1 only.
Scope
1.
Design Engineering Services
Professional shall provide design engineering services consisting of the following:
Route ~tnalysis (Phaxex 1 and2)
1.1 Acquire existing mapping and develop project layout.
1.2 Meet with City personnel to establish the alternates to be considered in planning
of the water utility for this corridor.
1.3 Complete right-of-way research to identify lot dimensions and property
ownership along the proposed improvement route.
1.4 Contact utility companies to obtain available location and elevation informanon.
1.5 Complete design computations to establish the type, size, and location of the
proposed improvements within the entire project area. (Note: Preliminary water
main size will be 12-inch in Westfield Boulevard and 24-inch in 111t~ Street.
Final size will be determined by Carmel Utilities prior to completion of final
design.)
1.6 Prepare a listing o.f coordination hnd permitting issues to be addressed as the
project proceeds into design. Some of the issues identified to date include:
R/W and private prbl~erty access
Consideration of HDD construction
Coordination with the Monon Trail and Central Park
"EXHIB[[
Cinergy Substation and electrical poles
Legal drains to be crossed
Potential wetlands
Coordination with other utilities
Future 111"~ Street widening
Coordination with possible future E-W raw water transmission main
1.7
Conduct a field review with City personnel to identify additional issues and/or
any constraints.
1.8
Prepare and submit a Route Analysis memordndum summarizing the options
considered and defining a recommended project mute.
1.9
Prepare and submit a preliminary opinion of probable construction cost for each
phase of the recommended route.
Preliminary Dexign (Phase 1 only)
1.10
Complete updated field survey from Westfield and Creekside to 111th and Echo
Crest to provide additional topography and surface features, locate above and
below ground utilities, and tie the proposed project alignment into existing
lot/section comer monumentation.
1.11
Reduce the field survey and right-of-way information and produce existing
condition drawings.
1.12
Develop preliminary plan drawings for field check on the first phase of the
project from Westfield and Creekside to 111tl~ and Echo Crest. The drawings will
generally include:
Title Sheet
General Notes, Index, and Legend
Plan Sheets
Details Sheets
1.13 Develop preliminary specifications for the project.
1.14 Conduct a review of the proposed layout with City personnel to identify any
changes desired.
1.15
Prepare and submit three (3) sets of preliminary plans, specifications, and the
project opinion of probable construction cost for review by the City.
1.16 Prepare and submit an easement needs drawing identifying right-of-way
requirements.
1.17 Meet with City personnel to discuss submitted plans, specifications, and the
project opinion of probable construction cost and receive their comments.
1.18
Submit drawings to utility companies and coordinate utility conflict resolution.
2
Final Design (Phase l only)
1.19 Upon receipt of comments from the City, incorporate requested changes and
prepare final construction contract bid documents. 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
-Certif,ications
-Bid Bond
-Performance Bond
-Payment Bond
4nstruction to Bidders
-Common Construction Wages (if needed)
-General Conditions
-Special Provisions
-Technical Specifications
1.20 Update opinion of probable construction cost.
1.21 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.
1.22 Submit final construction contract bid documents to City for final approval and
establishing bid date.
BMding Process (Phase 1 only)
1.23 Prepare advertising notice for project and submit to City for publication.
1.24 Issue bidding documents to prospective bidders and maintain document holders
list.
1.25 If'needed, conduct pre-bid meeting and prepare meeting minutes,
1.26 Prepare and issue addenda as needed.
1.27 Attend bid opening and prepare tabulation of bids.
1.28 Review contractor bids and make a recommendation regarding award of a
construction contract.
1.29
Prepare contract documents for execution by contractor and City and, if
requested, attend board meeting at which award of contract is considered.
3
Proj'ect Administration
1.30 Develop a written project work plan that addresses work tasks, quality
assurance/quality control methods, milestones, schedules, deliverables,
roles/responsibilities and similar project implementation and communication
details.
1.31 Submit a draft of the work plan to the City for review and comment.
1.32 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 three (3) additional project progress
meetings.
1.33 Update the work plan periodically and use it as a progress tracking and
communications tool throughout the project.
1.34 Prepare monthly project status reports in a format approved by the City.
1.35 Complete and execute subconsultant agreements and coordinate and manage
subconsultant services.
Easement Plats m~d 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 following completion schedule is anticipated.
Submittal
Route Analysis Memo
Preliminary Design (Phase 1)
Final Design (Phase 1)
Schedule
60 days after Notice to Proceed
60 days after receipt of comments on Route Analysis
Memo
14 days after receipt of comments on Preliminary
Desi[,m Submittal
Do
Assumptions/Conditions
This agreement is subject to the following assumptions:
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.
Local permits for this project (street cuts, utility relocations, drainage permits, etc.) will
be obtained by the City with information provided by Professional.
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.
This agreement does not include contaminated site Phase I or Phase II environmental
assessment investigations or remediation activities.
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
drawing files will be produced in AutoCAD Version 2005 on IBM PC compatible
computers with the Windows XP operating system. The construction contract documents
will be produced using the Microsoft Office Suite of software on the same type of
computers as the drawing files. 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 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 shrill 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.
% -"
b)
Electronic files delivered by Pi'ofessional will be delivered on compact disk in a
format readable by commonly available IBM PC based computer hardxvare using
the current operating system at the tithe 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 Section B. 1., Design Engineering Services, of this Agreement will be
a lump sum not to exceed amount of $31,800. This lump sum compensation includes
salaries, payroll taxes and insurance, employee fringe benefits, general overhead costs,
profit, subconsu]tant fees, and project related expenses.
2. Easement Plats and Descriptions
Services to be performed as defined in Section B.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. 7he estimated maximum cost for these services are as follows:
Estimate 8 parcels for Phase 1 at $750 each -- $6,000
" XHJB T