Ratio Architects, Inc./DOCS
Ratio Architects, Inc.
Community Services - 2006
Appropriation #404 P.O. #15206
Contract Not To Exceed $9,500.00
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
Con.t'a..e.A-fYoe.O.l.Oc.,.O( APPROVED, AS TO
FORM BY: ~
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 Ratio Architects, Inc. ("Vendor").
TERMS AND CONDITIONS
1. 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.
2. PERFORMANCE:
City agrees to purchase the goods and/or services (the "Goods and Services") from Vendor using
City budget appropriation number 404 funds. Vendor agrees to provide the Goods and Services
and to otherwise perform the requirements of this Agreement by applying at all times the highest
technical and industry standards.
3. 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 Nine Thousand Five Hundred Dollars ($9,500.00) (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 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.
4. WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreement will conform
to those certain specifications, descriptions and/or quotations regarding same as were provided to
Vendor by City and/or submitted by Vendor to and accepted by City, and 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 are fit and sufficient for their particular purpose. City's stated use and
are fit and sufficient for their particular purpose.
bpwcontracts2006/docslratio/66/06
Ratio Architects, Inc.
Community Services - 2006
Appropriation #404 P.O. #15206
Contract Not To Exceed $9,500.00
5. 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.
6. DISCLOSURE AND WARNINGS:
]f 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.
7. 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.
8. DEFAULT:
]n the 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 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 (I) 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.
9. ]NSURANCE AND ]NDEMNIFlCAT]ON:
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, such insurance as is necessary for the
protection of City and Vendor from all claims for damages under any workers' compensation,
occupational disease and/or unemployment compensation act; for bodily injuries 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,
including, but not limited to, any loss of use resulting therefrom. 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 indemnify and hold harmless
City from 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 connection 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 indemnify, defend and
bpwcontracts2006/docs/ratio/66/06
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Ratio Architects, Inc.
Community Services - 2006
Appropriation #404 P.O. #15206
Contract Not To Exceed $9,500.00
hold harmless City and its officers, officials, agents and employees from 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 andlor 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.
10. GOVERNMENT COMPUANCE:
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 andlor liability resulting from
any such violation of such laws, orders, rules, regulations and codes. This indemnification
obligation shall survive the termination of this Agreement.
II. 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.
12. NO IMPUED 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. 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.
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.
bpwcontracts2006/docs/ratio/66/06
3
Ratio Architects, Inc.
Community Services - 2006
Appropriation #404 P.O, #15206
Conlract Not To Exceed $9,500.00
16. SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance,
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.
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 mail, return receipt requested, to the party to be notified at the
address specified herein:
If to Citv:
City of Carmel
One Civic Square
Carmel, Indiana 46032
ATTN: Michael Hollibaugh, Dept. of Community Services
Douglas C. Haney, City Attorney
Department of Law
One Civic Square
Cannel, Indiana 46032
If to Vendor: RATIO Architects, Inc.
107 South Pennsylvania St. - Suite 100
Indianapolis, Indiana 46204-3684
ATTN: John D. Jackson, ASLA, Associate Principal
Notwithstanding the above, notice of termination 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.
18. 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 default
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 amount
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
bpwcontracts2006/docs!ratio/66/06
4
Ratio Architects, Inc.
Community Services - 2006
Appropriation #404 P.O. #15206
Contract Not To Exceed $9,500.00
receive only payment for the undisputed invoice amount of 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.
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 31,
2006, and shall, on the first day of each 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. 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.
bpwcontracts2(X)6/docs/ratio/66/06
5
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<,CITY),}F~C,AR,MEL,INDIANA, .
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wmiom A. Browne Jr., AlA
DovidJ. Rausch,AIA
R. TIm Barrick, FSMPS
Rodney D. Reid,AIA
RobertG. Proctor Jr., AlA
Donald K, Rothenberger. RA
Thomas A. Cheesman, AlA
john D. Jackson, ASLA
W'illiom P. Devine, AlA
N.AnthonySteinhordt,CPSM
David A, Kroll, Assoc. AlA
RATIO Architects, Inc.
www.RATIOorchitecls.com
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RATIO
Architecture Preservation Interior Design Landscape Architecture Urban Planning
May 1,2006
Mr. Michael P. Hollibaugh
Director of Long Range Planning
City of Cannel
I Civic Square
Cannel, Indiana 46032
RE: Monon Trail Design Services Proposal
Dear Mike:
Thank you very much for giving RATIO the opportunity to submit this proposal for Design
Services. Per your requcst, we have prepared this proposal for urban design scrvices for
the Monon Trail as outlined below.
SCOPE OF PROJECT
The Project consists of providing urban design services for thc Monon Trail as it runs
through downtown Cannel. We understand that the Carmel Redevelopment Commission
(CRe) is interestcd in designating ccrtain portions of the Trail "urban" and others "non-
urban." For the portions designated as "urban", the project consists of exploring how that
designation might result in changes to the existing trail. At this time, the scope is limited to
schematic level work, with any implementation occurring as part of a later phase.
The project area is generally limited to the Monon Trail from 3'd Street NW south to
Carmel Drive. The area is further defined on the attached graphic as the "Monon Trail
Urban Area."
SCOI'E OF SERVICES
Subject to your authorization, Ratio Architects, Inc. will provide the following scrvices for
the Project'
;
I. Attendance at the May 16 CRC Meeting
We will attend the May 16 Carmel Redevelopment Commission Meeting. The goal of
attending the meeting will be to hear any opinions that the CRC may have about the
vision for an urban trail. We understand that it will not bc necessary to prepare any
drawings for that mecting.
2. Coordination with Other Designers
RATIO will review plans of adjacent developments and coordinate with developers to
317.633.4040 f: 317,633.4153
"EXHIBIT It (f5
107 South Pennsylvania Street, Suite 100 Indianapolis, Indiana 46204.3684
Indianapolis, Indiana Champoign, Illinois
"
Mr. Mike Hollibaugh
Page 2 of5
May 1, 2006
understand what tbeir vision is for the corridor. The list of tbose we need to meet with
includes Pedcor, Centex and CSO.
3. Conceptual Design
We will develop conceptual approaches to "urbanizing" the Trail, exploring tbe
concepts in both plan and section. As part of this exploration, we will considcr how
adjacent buildings ought to present themselves to the trail, how the transition from
public to semi-public to private spaces should be developed, how the width and
matcrial of the trail could change to become more urban, what effect lighting might
have on the trail and how public spaces adjacent to the trail might be developed. We
will review precedents set in other communities during this phase that might inform
how Carmel proceeds. During this conceptual design phase, we will meet up to two
times with you or your staff to review progress, precedents and seek input on the
direction. We will visit the site as needed to gather photos and develop an
understanding of the existing condition. Our fee has been developed with the
anticipation that base information will be provided by the City of Carmel.
4. Presentation
RATIO will present tbe results of our work to the CRC at the June 20 meeting. We
anticipate that discussion will occur which will result in a preferred direction.
5. Conclusion
We will incorporate input from the CRC meeting and finalize our drawings and any
written narrative. The final product is anticipated to be 10 copies of an 8-10 page
Ilx 17 booklet of drawings, plans ideas and guidelines.
SCHEDULE
We will start our involvement on May 16 with the CRC meeting, and anticipate concluding
this initial phase two weeks after the June 20 CRC meeting. The final schedule will be
contingent upon the amount of feedback received at the June 20 CRC meeting.
BUDGET
We have not yet discussed a construction budget.
COMPENSATION
In consideration of the Scope of Project, Scope of Services, and Schedule, RA no proposes
to provide the identified Design Services on an hourly basis with a not to exceed limit of
Nine Thousand Five Hundred Dollars ($9,500).
Fees for all other services will be mutually agreed on prior to proceeding, once
determination of the scope of service required.
II EXH1BlT -A- 1/(~ >>~
Mr. Mike Hollibaugh
Page3 of 5
May I, 2006
ADDITIONAL SERVICES
Additional services beyond the identified Scope of Services, which you may request, shall
be invoiced at the hourly rate of the personnel assigned to the task. Additional Services are
any services not included in the Scope of Service portion of this proposal. The range of
hourly rates listed below is the approximate rate at which billing will occur. The following
firm position titles fall within each Technical Level:
FIRM TITLES
Project Role Description
RANGE OF 2006
HOURLY RATES
(Subject to annual adjustment)
1.
Principal
$] 65.00
2.
Associate Principal
$135.00
3.
Senior Associate
$125.00
4.
Associate
Project Director
Specification Writer
Construction Observer
$115.00
5.
Senior Professional
Project Director
ArchitectiLandscape Architect!Planner/lnterior Designer
$105.00
6.
Professional
Architect/Landscape ArchitectiPlanner/lnterior Designer
Graphic Designer
$95.00
7.
Graduate Professional
Graduate ArchiteetiLandscape Architect/Planner/Interior Designer
Technician
CADD Operator/Technician
$75.00
8.
$50.00
Intern
Intern ArchitectiLandscape Architect/Planner/Interior Designer
Technical Intern
9.
Administrative
Clerical Assistant
Word Processing
Other Support Services as required
$50.00
REIMBURSABLE EXPENSES
UEXHIBIT
k3/;r
'r"O,
"
Mr. Mike Hollibaugh
Page 4 of5
May 1, 2006
Expenses attributable to your project will be invoiced as a Reimbursable Expense at 1.10
times the items expense. Expenses may include;
A. Drawing Reproduction/photographic Reproduction
B. Copying
C. Supplies
D. Mailing/Express Mail
E. Long Distance Communications
F. Mileage
G. Renderings
H. Agency reviews
1. Other, approved, miscellaneous expense incurred in the interest of the project
We estimate reimbursable expenses will not exceed Five Hundred Dollars ($500.00)
PAYMENT SCHEIlULE
Invoices shall be sent monthly and shall be in proportion to services performed. Payment is
due upon receipt. Amount unpaid forty-fivc (45) days after being received shall bear
interest at one and one half percent (1 y,%) per monlh accrued.
ABANDONMENT
If the project is abandoned, in part or in whole, payment on account of the services
performed shall be made upon presentation of a final accounting of services rendered and
expenses incurred since the last paid invoice to the date of such action.
AUTHORIZATION TO PROCEEIl
To facilitate your approval and Authorization to Proceed with the services described, we
have included a signalure line for your approval. If all is in order, please return one signed
copy to us. Again, we sincerely appreciate the opportunity to be a parI of this important
project for the City of Carmel. Thank you for your consideration!
Sincerely,
~~
John D. Jackson, ASLA
Associate Principal
Authorized by:
City of Carmel
Dale
UEXHIBIT if!] _~U;:. '
Mr. Mike Hollibaugh
Page 5 of 5
May I, 2006
I/l ~ONOf'l TflAI L. ""'P..AN Af&e..-- h
IIEXHIBIT A ~ t7,
August 3, 2006
Mr. John Jackson
RATIO Architects, Inc.
107 South Pennsylvania Street, Suite 100
Indianapolis IN 46204
RE: Agreement for Purchase of Goods and Services
City of Carmel, Department of Community Services
No. 08.02.06.01
Dear Mr. Jackson;
On August 2, 2006, the Board of Public Works and Safety approved the above-referenced
Agreement to do business with your company. Enclosed is a fully executed copy for your
records together with several other documents, which will ensure a successful and profitable
business relationship with the City of Carmel.
Please review the enclosed sample invoice, Exhibit B of your contract. Although we do not
require you to use this specific form, we do ask that you please submit the information requested
on the sample invoice in a similar layout when submitting an invoice for services rendered. This
format replaces any other form previously used by the City and is effective upon approval of your
contract.
We also ask that you review and complete the enclosed questionnaire and the attached W-9 Form
and return these two items to our office at the address indicated on the first page of the form. We
must receive these forms in order to process your claims for services rendered. We appreciate
your cooperation.
If you have any questions or concerns, please do not hesitate to contact me at 317.571.2628.
Thank you for your attention to the above-referenced matters.
Sincerely,
Sandra Johnson
Deputy Clerk-Treasurer
Enclosures
EXHIBIT C
INSURANCE COVERAGES
Worker's Compensation & Disability
Statutory Limits
Employer's Liability:
Bodily Injury by AccidentlDisease:
Bodily Injury by AccidentJDisease:
Bodily Injury by AccidentJDisease:
$100,000 each employee
$250,000 each accident
$500,000 policy limit
Property damage, contractual liability,
products-completed operations:
General Aggregate Limit (other than
Products/Completed Operations):
Products/Completed Operations:
$500,000
$500,000
Personal & Advertising Injury
Policy Limit:
Each Occurrence Limit:
Fire Damage (anyone fire):
Medical Expense Limit (anyone person):
$500,000
$250,000
$250,000
$ 50,000
Comprehensive Auto Liability (owned, hired and non-owned)
Bodily Single Limit:
Injury and property damage:
Policy Limit:
$500,000 each accident
$500,000 cach accident
$500,000
Umbrella Excess Liability
Each occurrence and aggregate:
Maximum deductible:
$500,000
$ 10,000