USI Consultants, Inc./EngrEngineering Dept. - 2005 ~ l~y ~
App~:opriation #CC162200 P.O. #14356 ~
Conlract Not To Exceed $46,850.00
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 USI Consultants, Inc. ("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 CC162200 funds. Vendor agree? to provide the Goods and
Services and to otherwise perform the requirements of this'Agreement by applying at all times the
hig!mst technical and industry standards.
PRICE AND PAYMENT TERMS:
3.1 Vendor estimates that tile total price fei' the Goods and Services to be provided to City
hereunder shall be no more than Forty-Six Thousand Eight Hundred and Fifty Dollars
($46,850.00) (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 tile 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 expressly warrants that the Goods and Services covered by this Agreement will conform
to the specifications, samples and/or descriptions thereof furnished to Vender'by City and/or by
Vendor to and accepted by City, that the Goods and Services will be delivered in a timely, good
and workmanlike manner and free from defect. Vendor acknowledges that it knows of City's
intended use and expressly warrants that the Goods and Services provided to City pursuant to this
Agreement have been selected by Vendor based upon City's stated use and am 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 itl a timely
manner. Time is of the essence of this Agreement.
,LJS] Consullanls, Inc.
Engineering Dep£. - 2005
Appropriation #CC162200 P.O. #14356
Contract Not To Exceed $46,850.00
DISCLOSURE AND WARNINGS:
If requested by City, Vendor shall promplly furnish to City, in such form and detail tls City may
direct, a list of ail chemicals, rnaterials, substances and items used in or dhring tile 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) dltys after tbe filing thereof,
by payment or bonding, City shall have tile right to pay such lien or obtain such bond, all at
Vendoi"s 'sole cost and expense.
DEFAULT:
In tile event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of
this Agreement, including Vendor's warranties; (b) 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 fifilure or breach within five (5) business days (or
such shorter period of time as is commercially reasonable under tile circumstances) after receipt of
notice fi'om City specifying such faitm'e or breach; or (d) becomes insolvent, is placed into
receivership, makes a general assignment for the benefit of credito,'s or dissolves, each such event
constituting :.Ill event of default hereunder, City shall have the right to (1) terminate all or any parts'
of this Agreement, without liability to Vendor; nnd (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
all insurer licensed to do business in the State of ludiana, such insurance as is necessary for the
protection of City and Vendor fi'om all claims for damages under any workers' compensation,
occupational disease and/or unemployment compensation act; for bodily injm'ies including, but
not limited to, personal injury, sickness, disease or death of or to any of Vendor's agents, officers,
employees, contractors and subcontractors; and, for any injury to or destruction of property,
inclnding, but not limited to, any loss of use resulting therefi'om. The coverage amounts shall be
no less than those amounts set forth in attached Exhibit C. Vendor shall cause its insurers to name
City as an additional insured on all such insurance policies, shall promptly provide City, upon
request, with copies of all such policies, and shall provide that such insurance policies shall not be
canceled without thirty (30) days prior notice to City. Vendor shall indenmify and hold harmless
City fi'om and against any and all liabilities, claims, demands or expenses (including, but not
limited to, reasonable attorney fees) for injury, death and/or damages to any person or property
arising from or in contrection with Vendor's provision of Goods and Services pursuant to or under
this Agreement or Vendor's use of City property. Vendor further agrees to indenmify, defend and
hold harmless City and its officers, officials, agents and employees fi'om all claims and suits of
whatever type, including, but not limited to, all court costs, attorney fees, and other expenses,
caused by any act or omission of Vendor and/or of any of Vendor's agents, officers, employees,
contractors or subcontractors in Ihe performance of this Agreement. These indemnifi?zation
13Sl Cofis{,Itants, ]nc.
Engineering Depl. - 2005
Appropriation #CCI62200 P.O. #14356
Contract Not To Exceed $46,850.00
obligations shall survive the termination of this Agreement.
GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal, state and local laws, executive orders, rules, 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.
11.
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 Viemam era veteran status.
12.
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.
13.
NOg-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.
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 construed 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.
SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation, orr/inance,
executive order or other rule 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.
,LIS] Consultants, Inc..
Engineering Dept. - 2005
Appropriation #CC162200 P.O. #14356
Contract Not To Exceed $46,850.00
17.
18.
'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 mail, 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: Mike McBride, PE, Engineer
Douglas C. Haney, City Attorney
Department of Law
One Civic Square
Carmel, Indiana 46032
If to Vendor:
USI Consultants, Inc.
8415 East 56th Street, Suite A
Indianapolis, 1N 46216-2200
ATTN: Michael I. Obergfell, PE
Chief Structural Engineer
Notwithstanding the above, notice of te[mination under paragraph 18 herein below shall be
effective if given orally, as long as written notice is then provided as set forth hereinabove within
five (5) business days from the date of such oral notice.
TERMINATION:
18.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon
notice to Vendor, immediately terminate this Agreement for cause, in the event of a defaplt
hereunder by Vendor and/or if sufficient funds are not appropriated or encumbered to pay
for the Goods and Services to be provided hereunder. In the event of such termination,
Vendor shall be entitled to receive only payment for the undisputed invoice amouat
representing conforming Goods and Services delivered as of the date of termination,
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 only payment for the undisputed invoice amount of conlbrming Goods and
Services delivered as of the date of termination, except that such payment amount shall not
exceed the Estimate amount in effect at the tilne 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
USI Consultanls, Inc.
Engineering Dept. - 2005
Appropriation #CC162200 P.O. #14356
Con;ract Not To Exceed $46,850.00
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, [o provide such additional goods
and services, shall such goods and services be provided by Vendor to City. A copy of the City's
authorization docmnents 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 fro'th in Paragraph
18 hereinabove, this Agreement shall be in effect from the Effective Date through December 31,
2005, and shall, on the first clay of each January thereafter, automatically renew for a pe~'iod of one
(1) calendar year, unless otherwise agreed by the parties hereto.
22.
HEADINGS
Ali heading and sections of this Agreement are inserted for convenience only and do not form a
part ol' 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 cotmsel throughout the negotiation of this Agreement, and
enter into same fl'eely, voluntarily, and without any duress, undue influence or coercion.
26.
ENTIRE 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 ouly
be modified by written amendment executed by both parties hereto, or their successors in interest.
'IISI Consultants, Inc.
Engineering DepL - 2005
Appropriation #CCI62200 P.O. #14356
Contrncl Not To Exceed $46,850.00
1N 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
US1Consuhants, Inc.
Date: ] ~'~_'" ~ '
Lo,'i S. ~~,
.4iana Cordray, IAMC,
Date: / 0/~-~i
By:
Printed Name
do,-p,
Title
CONSULTANTS~ INC,
Engineers · Land Surveyors
OFFICERS
Daniel R. Woo, PLS, President
Philip D. Beer II, PE, PLS, Vice-i=resident
Ross E. Snider, PE, Vice-Presidenl
Alejandro L. de Ge~r~, CPA, Treasurer
Kathy M. Hall, Secmta~/
PROFESSIONALS
Robert M. Coop, PB
Dennis P, Fitzr3erald, PB
Jeffrey J. Franciski, PLS
Michael J. Halterrnan, PE
Nioole C. HJpp, PE
Kelly D, Madey, PLS
Michael J. Obe~g fell, PE
Christopher H. Phillips, PLS
Mark A. Schepere, PLS
Brent L, Smith, PLS
Gregoff R. Wendling, PE
Donald R West, PLS
Mr. Michael T. McBride, PE
City of Carmel Engineer
One Civic Square
Carmel, IN 46032
September 2, 2005
ATTN:Mr. Gary R. Duncan Jr., PE
Assistant City Engineer
RE: Pedestrian Bridges - Fee Proposals/Schedule/Estimates
131~ Street over Mitchener & Vestal Ditches
Dear Mr. Duncan,
Per our recent meeting and subsequent coordination, we respectfully submit this
proposal to provide the design survey, preliminary engineering, and r/w
engineering for the above referenced proposed recreational path structures. We
have listed our proposed fees to provide these services as lin~ items that can be
entered into the agreement that your office will be preparing.
We have included fees to provide right-of-way engineering and transfer documents
for five parcels that will have some involvement with the scope-of-work proposed,
as we discussed. If slope easements or right-of-entries can be worked out with the
two property owners and three subdivision common areas, US1 will not charge for
these services.
The scope of the work proposed herein consists of providing design surveys of the
impacted areas surrounding both the Vestal Ditch and Mitchener Ditch on the north
side of 131st Street, which is between Hazel Dell Parkway and River Road.
Following the design surveys, USI shall design multi-purpose recreational path
bridges that have a clear path width of 10'-0". This work will consist of
performing hydrologic and hydraulic analysis to size the bridge structures for the
100-Year Flood Event, in accordance with the IDNR Hydraulic Modeling
Guidelines. USI shall prepare preliminary plans based on this analysis and provide
full environmental permitting that shall consist of permit submittals for the
following permits; DNR Construction in a Floodway, Corps of Engineers'
Regional General Permit, and Hamilton County Surveyor's Office Legal Drain
Crossing Permit for each bridge site.
Following approval of the Preliminary Plans by the City of Carmel and the
permitting agencies, USI shall submit final plans and construction bid documents to
Carmel for bidding purposes. USI shall coordinate various structure type
alternatives based on American Timber Bridge structure types for the site. Based on
the selected structure type alternative by your office, USI shall design, detail and
specify the structure type on the final plans so that the projects can be
competitively bid. This will be done by providing performance specifications for
the structures to allow open public bidding on the structure designed or approved
equals.
All necessary utility relocation efforts shall be the responsibility of Carmel and the
awarded contractor to coordinate. USI shall locate all known utilities within the
project boundaries and submit final plans to all utilities listed only as part of the
attached proposed fees.
i,EXi.iiBiI t/j ,,
~ 3 ] ~' Street Pedestrian BrMges
Fee-Schedule-Estimate Proposal
September 2, 2005
CONSULTANTS, lNG.
Engineers. Land Surveyors
OFFICERS
Daniel R, Woo, PLS, President
Philip D. Bee~ II, PE, PLS, Vice-President
Ross E. Seider, PE, Vice-Presidenl
Alejanc~re L, de Gortad, CPA, Treasurer
Kathy M Hall, Secretary
PROFESSIONALS
Robert M. Coup, PE
Dennis P. Fitz. geratd, PE
Jeffrey J, Frandski, PLS
Michael J. Halterman, PE
Nicole C. Hipp, PE
Kelly D. Marley~ PLS
Michael J. Obergfe[[, PE
Christopher H Phillips, PLS
Mark A, Schepers, PLS
Brent L. Sm[th, PLS
Gregory R, Wendl[ng, PE
Donald R West, PLS
OFFICE
8415 East 56th Street, Suite A
Indianapolis, IN 46216-2200
Phone: 317-5zN4996
Fax: 317-544-4997
E-mail: posto~ce@usiconsultants.com
Web Address: www usiconsultants corn
~n 2qual Opport~nity ~mploy~r"
We propose the following schedule for the above described work elements.
Site Surveys - 21 Days from Notice-to-Proceed (NTP)
Hydraulic Analysis/Preliminary Plans - 45 Days from NTP
Permits - 15 Days from Approval of Preliminary Plans by Carmel
Final Plans & R/W Transfer Documents - 45 Days from Approval of
Preliminary Plans by Carmel
The IDNR permit process can take from 60 days(minimum due to public notice
requirements that IDNR has to do by law) to 6 months. We've had them take up to
a year due to outstanding circumstances or surrounding property owner outcry. We
don't foresee that happening here, but anything can happen with IDNR. USI can
not control this process, but will work with Carmel in coordinating closely with
DNR personnel to advance these permits as expeditiously as possible. The
following aggressive timeline assumes a 90-day IDNR permit process and also
assumes that Carmel issues NTP with the final plans and construction bid
documents, while the IDNR permit process is ongoing.
Carmel Issues USI NTP
Site Surveys
Hydraulic Analysis/Pre-Plans
Carmel Approve Pre-Plans
Permits Submittals
Final Plans-lUW Documents
RfW Acquisition(By Others)
September 26, 2005
October 17, 2005
November 10, 2005
November 21, 2005
December 5, 2005
January 19, 2006
March 1, 2006
IfR/W is secured by the above date by Carmel (or at least right-of-entries until r/w
can be secured) and permits are obtained within 90 days of submittal, a March
letting looks like the earliest timeframe for a construction letting. If the IDNR
permit can be waived or at least expedited, and right-of-entries can be secured by
Carmel expeditiously, USI will work with Carmel to advance the project on as fast
of a schedule as possible. In doing so, we could push for a January letting at the
earliest.
Construction will likely take between 90 to 120 Day timeframe from NTP to the
awarded contractor. This is mainl~ due to the time required from when the
contractor is issued NTP and the pre-engineered, pre-fabricated bridge packages
can be manufactured from their supplier. Actual on-site construction work should
not take more than 60 Days, and this will be written into the bid specifications.
Therefore, if a March letting is met, installations could be completed by July 2006.
If all goes perfectly, and a January letting is secured, installations could be
completed by the end of May 2006.
As previously noted, US1 will do everything in our power to work with Carmel and
the permitting agencies to advance these project on as fast-track of a schedule is
possible. However, the above schedule should be anticipated, based on our long
history of dealing with all of the permitting agencies listed.
C:lDocuments and S'cuingslObes, UST-SER VER ~3' DocumentsiFee Justijicationsi 13 Ist SYreet Pedestrian BridgeslCarmel-
t Pt, d B s-Rev Fee top Sub- 05. doc
"EXHIBi'r
CONSULTANTS, INC.
Engineers - Land Surveyors
OFFICERS
Daniel R. Woo, PLS, President
Philip B, Beer II, PE, PLS, Vice4=resident
Ross E, Snider, PE, Vice-President
Alejandre L. de Gertari, CPA, Treasurer
Kathy M. Hall, Secretary
PROFESSIONALS.
Robert M. Coop, PE
Deenis P. Fitzgerald, PE
Jeffrey J, Franciski, PLS
Michael J. Halterman, PE
N[osle C, Hipp, PE
Kelly D, Madey, PLS
Michael J, Obergfell, PE
Christopher H. Phillips, PLS
Mark A. Schepers, PLS
Brent L. Smith, PLS
Gregory R. Wendling, PE
Donald R West, PLS
OFFICE
8415 East 56~h Street, Suite A
Indianapolis, iN 46216-2200
Phone: 317-5444996
Fax: 317-544-4997
E-mail: postoffice@usiosnsultants cam
Web Address: w,.,,'w, us[os ns ulta n ts.os m
~qua£ Opportunity ~r~ployer"
131tt Street Pedestrian Bridges
Fee-Schedule-Estimate Proposal
September 2, 2005
The following are the proposed agreement line item fees for USI to perform the
preliminary engineering services for this work:
VESTAL DITCH PRELIMINARY ENGINEERING FEES
Design Survey = $3,900.00 LSUM
Preliminary Plans = $6,000.00 LSUM
Final Plans/Bid Documents = $8,500.00 LSUM
IDNR Permit Submittal = $2,000.00 LSUM
R/W Eng/Transfer Documents = 2 Parcels ~ $1,250/Parcel
Total Preliminary Engineering Fees = $22,900. O0
MITCHENER DITCH PRELIMINARY ENGINEERING FEES
> Design Survey = $3,700.00 LSUM
~,' Preliminary Plans = $6,000.00 LSUM
~' Final PlansfBid Documents = $8,500.00 LSUM
> IDNR Permit Submittal= S2,000.00 LSUM
~- R/W Eng/Transfer Documents = 3 Parcels ~ $l,250/Parcel
Total Preliminary Engineering Fees = $23,950. O0
The following are the preliminary construction cost estimate. Each site will be
similar, so the total can be applied to each site. Please understand that these are
very rough numbers and we have been very conservative on the costs for budgetary
purposes. It is our opinion that the bid prices will come in well under these figures,
depending on the bridge sizing analysis.
CONSTRUCTION COST ESTIMATE (Installed Bid Prices - Each Site)
> Superstructure = $50,000.00
>- Substructure = $25,000.00
> Approach Embankments/Tie-In= $25,000.00
Total Construction Cost Estimate = $100,000.00 (Each Site)
We look fonvard to working with the City of Carmel on these exciting projects that
would complete the pedestrian link from Hazel Dell Road all the way to River
Road. If you should have any questions while reviewing this information, please
do not hesitate to contact us.
Sincerely,
USI Consultants, Inc.
C.qDocuments and SettingslObes. US1-SER VE. RIMy DocumentslFee duslt~cations113 Isl Street Pedestrian Bridgesl('armel-
13 I$l Peal Bra-Rev Fee Prop Sub-9-2-O5. doc
Name of Company:
Address & Zip:
Telephone No.:
Fax No.:
EXH2BIT B
Invoice
Date:
Project Name:
Invoice No.
P~rchase Order No:
% Goods Services I
Person Providing Date Goods/Services Provided Cost l'er ]:~ourly Total
Goods/Services Goods/ (Describe each good/service Item - Rate/
Service separately and in detail) Hours
Provided Worked
GRAND TOTAL
Signature
Printed Name