Carson Design Assoc/DOCS
Carson 11esign Associates
DOC De~artment - 2007 Design and Space Planning
.~
Appropriation # 43-509-00; P.O. #]6127
Contract Not To Exceed $],840.00
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APPROVED. AS TO
FORM BY:~
i"~ , "
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 Carson Design Associates (hereinafter "Professional").
RECITALS
WHEREAS City owns and is responsible for the operation and maintenance of its property,
personnel, public works and infrastructure; and
WHEREAS, from time to time, City needs professional assistance III fulfilling its foregoing
responsibilities; and
WHEREAS, Professional is experienced in providing and desires to provide to City the
professional services ("Services") referenced herein; and
WHEREAS, City desires to engage Professional as an independent contractor for the purpose of
providing to City the Services referenced herein;
NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions
set forth herein, City and Professional mutually agree as follows:
SECTION 1.
INCORPORATION OF RECITALS
The foregoing Recitals are hereby incorporated into this Agreement and made a part hereof.
SECTION 2.
SCOPE OF SERVICES
2.1 City desires to engage Professional as an independent contractor for the Services set forth III
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 to City. When City desires additional Services from
Professional, the City shall notify Professional of such additional Services desired, as well as the
time frame in which same are to be provided. Only after City has approved Professional's time
and cost estimate for the provision of such additional Services, has encumbered sufficient monies
to pay for same, and has authorized Professional, in writing, to provide such additional Services,
shall such Services be provided by Professional to City. A copy of the City's authorization
documents for the purchase of additional Services shall be numbered and attached hereto in the
order in which they are approved by City.
2.3 Time is of the essence of this Agreement.
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Carson Design Associates
DOC Department - 2007 Design and Space Planning
Appropriation # 43-509-00; P.O. #16127
Contract Not To Exceed $1,840.00
SECTION 3.
CITY'S RESPONSIBILITIES
3. I City shall provide such information as is reasonably necessary for Professional to understand the
Services requested.
3.2 City shall provide all data required for provision of Services. Professional may assume that all
data so provided is correct and complete.
3.3. City shall arrange for Professional to enter upon public and private property as reasonably required
for Professional to perform the Services.
3.4 City shall designate payment of the Services from City budget appropriation number 43-509-00
funds.
3.5 City shall designate the Mayor or his duly authorized representative to act on City's behalf on all
matters regarding the Services.
SECTION 4.
PROFESSIONAL'S RESPONSIBILITIES
4.1 Professional shall perform the Services pursuant to the terms of this Agreement and within any
applicable time and cost estimate.
4.2 Professional shall coordinate with City its performance of the Services.
4.3 Professional shall provide the Services by following and applying at all times reasonable and
lawful standards as accepted in the industry. .
SECTION 5.
COMPENSATION
5.] Professional estimates that the total price for the Services to be provided to City hereunder shall be
no more than One Thousand Eight Hundred Forty Dollars ($],840.00) (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 8, 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.
[Z:\E 1h..',My Documents'Professiona] ~,.i<os'OOCS-carw" Design Associat'" doc,../2lo/2007 11:04 A\lj 2
Carson Design Associates
DOC Department - 2007 Design and Space Planning
Appropriation # 43-509-00; P.O. #16127
Contract Not To Exceed $1,840.00
SECTION 6.
TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Section 7. I
hereinbelow, this Agreement shall be in effect from the Effective Date through December 31,
2007, 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.
SECTION 7.
MISCELLANEOUS
7.1 Termination.
7.1.1 The obligation to provide all or any portion of the Services under this Agreement may be
terminated by City or Professional, without cause, upon thirty (30) days' notice.
7.1.2 The obligation to provide all or any portion of the Services under this Agreement may be
terminated by City, for cause, immediately upon Professional's receipt of City's "Notice
To Cease Services."
7.1.3 In the event of full or partial Agreement termination, and as full and complete
compensation hereunder, Professional shall be paid for all such Services rendered and
expenses incurred as of the date of termination that are not in dispute, except that such
payment amount shall not exceed the Estimate. Disputed compensation amounts shall be
resolved as allowed by law.
7.2 Binding Effect.
City and Professional, and their respective officers, officials, agents, partners and successors in
interest are bound to the other as to all Agreement terms, conditions and obligations.
7.3 No Third Party Beneficiaries.
Nothing contained herein shall be construed to give rights or benefits to anyone other than the
parties hereto.
7.4 Relationship.
The relationship of the parties hereto shall be as provided for in this Agreement, and neither
Professional nor any of its agents, employees or contractors are City employees. Professional shall
have the sole responsibility to pay to or for its agents, employees and contractors all statutory,
contractual and other benefits and/or obligations as they become due. Professional hereby warrants
and indemnifies City for and from any and all costs, fees, expenses and/or damages incurred by
City as a result of any claim for wages, benefits or otherwise 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.
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Carson Design Associates
DOC DejJartment - 2007 Design and Space Planning
Appropriation # 43-509-00; P.O. #]6]27
Contract Not To Exceed $1,840.00
7.5 Insurance.
Professional shall procure and maintain with an insurer licensed to do business in the State of
Indiana such insurance as is necessary for the protection of City and Professional from all claims
under workers' compensation, occupational disease and/or unemployment compensation acts,
because of errors and omissions, because of bodily injury, including, but not limited to, the
personal injury, sickness, disease, or death of any of Professional's employees, agents or
contractors and/or because of any injury to or destruction of property, including, but not limited to,
any loss of use resulting therefrom. The coverage amounts shall be no less than those amounts set
forth on attached Exhibit C. Such insurance policies shall not be canceled without thirty (30)
days' prior written notice to City.
7.6 Liens.
Professional shall not cause or permit the filing of any lien on any of City's property. In the event
such a lien is filed and Professional fails to remove it within ten (10) days after the date of filing,
City shall have the right to payor bond over such lien at Professional's sole cost and expense.
7.7 Default.
In the event Professional: (a) repudiates, breaches or defaults under any of the terms or conditions
of this Agreement, including Professional's warranties; (b) fails to perform the Services as
speci fied; (c) fails to make progress so as to endanger timely and proper completion of the
Services and does not correct such failure or breach within five (5) business days after receipt of
notice from City specifying same; or (d) becomes insolvent, files, or has filed against it, a petition
for receivership, makes a general assignment for the benefit of creditors or dissolves, each such
event constituting an event of default hereunder, City shall have the right to terminate all or any
part of this Agreement, without liability to Professional and to exercise any other rights or
remedies available to it at law or in equity.
7.8 Government Compliance.
Professional agrees to comply with all laws, executive orders, rules and regulations 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 failure by Professional to do so. This indemnification obligation shall survive the termination
of this Agreement.
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Carson Design Associates
DOC Dej>anment - 2007 Design and Space Planning
Appropriation # 43-509-00; P.O. #16127
Contract Not To Exceed $1,840.00
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,
national origin, ancestry, age, disabled veteran status or Vietnam era veteran status. This
indemnification obligation shall survive the termination of this Agreement.
7.11 Severability.
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:
City of Carmel
Department of Administration
One Civic Square
Carmel, Indiana 46032
ATTENTION: Mike Holibaugh
Douglas C. Haney
Carmel City Attorney
One Civic Square
Carmel, Indiana 46032
PROFESSIONAL:
Carson Design Associates
2325 Pointe Parkway, Suite 200
Carmel, IN 46032
ATTENTION:
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Carson Design Associates
DOC Department - 2007 Design and Space Planning
Appropriation # 43-509-00; P.O. #16127
Contract Not To Exceed $1,840.00
Notwithstanding the above, City may orally provide to Professional any notice required or
permitted by this Agreement, provided that such notice shall also then be sent as required by this
paragraph within ten (10) business days from the date of such oral notice.
7.13 Effective Date.
The effective date ("Effective Date") of this Agreement shall be the date on which the last of the
parties hereto executes same.
7.14 Governing Law; Lawsuits.
This Agreement shall be governed by and construed in accordance with the laws of the State of
Indiana, except for its conflict of laws provisions, as well as by all ordinances and codes of the
City of Carmel, Indiana. The parties agree that, in the event a lawsuit is filed hereunder, they
waive any right to a jury trial they may have, 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.
7.15 Waiver.
Any delay or inaction on the part of either party in exerclsmg or pursuing its rights and/or
remedies hereunder or under law shall not operate to waive any such rights and/or remedies nor in
any way affect the rights of such party to require such performance at any time thereafter.
7.16 Non-Assignment.
Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder
without City's prior written consent.
7.17 Entire Agreement.
This Agreement contains the entire agreement of and between the parties hereto with respect to the
subject matter hereof, and no prior agreement, understanding or representation pertaining to such
subject matter, written or oral, shall be effective for any purpose. No provision of this Agreement
may be amended, added to or subtracted from except by an agreement in writing signed by both
parties hereto and/or their respective successors in interest. To the extent any provision contained
in this Agreement conflicts with any provision contained in any exhibit attached hereto, the
provision contained in this Agreement shall prevail.
7.18 Representation and Warranties.
Each party hereto represents and warrants that it is authorized to enter into this Agreement and that
any person or entity executing this Agreement on behalf of such party has the authority to bind
such party or the party which they represent, as the case may be.
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Carson Design Associates
DOC Department - 2007 Design and Space Planning
Appropriation # 43-509-00; P.O. #16127
Contract Not To Exceed $1,840.00
7.19 Headings.
All headings and sections of this Agreement are inserted for convenience only and do not form a
part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof.
7.20 Advice of Counsel.
The parties warrant that they have read this Agreement and fully understand it, have had an
opportunity to obtain the advice and assistance of counsel throughout the negotiation of same, and
enter into same freely, voluntarily, and without any duress, undue influence or coercion.
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 classi fication 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, copying, protection and security of
Professional's property.
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 Inspections
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 all program data, documents, proceedings and
activities.
7.24 Accomplishment ofProiect
Professional shall commence, carryon, 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.
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Carson Design Associates
DOC Department - 2007 Design and Space Planning
Appropriation #43-509-00; P.O. #16127
Contract Not To Exceed $1,840.00
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;
If(~I~
James Brainard, Presiding Officer
D e;
mber
~~07
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CARSON DESIGN ASSOCIATES
FID/TIN;
J1ALIF
~ A: oraw 0 S
?i5 ~O(Pq (
. ed Name:
Title: \j
SSN if Sole pro~ry .
Date: 02- A o-:r-
8
EXHIBIT B
Invoice
Date:
Name of Company:
Address & Zip:
Telephone No.:
Fax No.:
Project Name:
Invoice No.
Purchase Order No:
Goods Services
Person Providing Date Goods/Services Provided Cost Per Hourly Total
Goods/Services Goods/ (Describe each good/service Item Rate/
Service separately and in detail) Hours
Provided Worked
GRAND TOTAL
Signature
Printed Name
EXHIBIT C
rnSURANCECOVERAGES
Worker's Compensation & Disability
Statutory Limits
Employer's Liability:
Bodily Injury by Accident/Disease:
Bodily Injury by Accident/Disease:
Bodily Injury by Accident/Disease:
$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 each accident
$500,000
Umbrella Excess Liability
Each occurrence and aggregate:
Maximum deductible:
$500,000
$ 10,000
City of Carmel
INDIANA RETAIL TAX EXEMPT
CERTIFICATE NO. 003120155 002 0
t""1-\.".:n:
FEDERAL EXCISE TAX EXEMPT
35-60000972
16127
PURCHASE ORDER NUMBER
ONE CIVIC SQUARE
CARMEL. INDIANA 46032.2584
FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL. 1997
THIS NUMBER MUST APPEAR ON INVOICES, A1f
VOUCHER. DELIVERY MEMO, PACKING SLIPS
SHIPPING LABELS AND ANY CORRESPONDENCE
JRCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO, DESCRIPTION
4/24/2007
fEN DOR
Carson Design Associates
2325 Pointe Parkway
Suite 200
Carmel, IN 46032
SHIP
TO
City of Carmel
Department of Community Services
One Civic Square
Carmel, IN 46032
lNFIRMATION BLANKET CONTRACT PAYMENT TERMS FREIGHT
QUANTITY 1 UNIT OF MEASURE DESCRIPTION T UNIT PRICE I EXTENSION
Space Planning Services
$ 1,840.00
Send Invoice To:
Design and space planning services, per
contract, for4recbhfrgtirat~on of portions
of 1st ang{,"~l' .If..i:b"1>~~?~DOCS<"';~~:~
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Sue Coy, Office ManageJ:~: . r i6 ~~"'c;91' V
Department of CommunitY:;;Se.pv>J;c.es,~7'1n,U,i
One Civic Square ~!d.l:); L!.,:~
Carmel, IN 46032
1192
DOCS
1/43-509-00
$1,840,00
PLEASE INVOICE IN DUPLICATE
DEPARTMENT
ACCOU NT
PROJECT
PROJECT ACCOUNT
AMOUNT
SHIPPING INSTRUCTIONS
PAYMENT
tV? VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O.
NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND
VOUCHER HAS THE PROPER SWORN AFFIDAVIT ATTACHED.
I HEREBY C TIFY THAT THERE IS AN UNOBLIGATED BALANCE IN
THIS APP RIATION SUS IGIENT TO PAY FOR THE ABOVE ORDER.
. SHIP REPAID.
. C,O.D. SHIPMENTS CANNOT BE ACCEPTED.
. PURCHASE ORDER NUMBER MUST APPEAR ON ALL
SHIPPING LABELS.
. THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99. ACTS 1945
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO.
ORDERED BY
TITLE Offic'!
not':IIMENT CONTROL NO.1. G 1 ') 7
CLERK.TREASURER
VENDOR COPY
.\ .
'(<1;))'
CARSON
DESIGN
ASSOCIATES
www.carsondeslgn.com
TEL 317.843.5979
FAX 317.843.5975
2325 POINTE PARKWAY
5UlTE 200 CARMEL
INDIANA 46032
4/6/07
Sue Coy
City of Carmel
One Civic Square
Carmel, IN 46032
PROPOSAL FOR: SPACE PLANNING
Department of Community Services
Carmel, IN
Dear Mrs.Coy,
On Behalf of Carson Design Associates, thank you for this opportunity to submit our
proposal for design services. As a result of our discussions on March 220' and April 20'
(with Gary McDermid and Veronica), This proposal is based on work for the following
areas; 3" fioor Department of Community Services, I" Floor Building and Code
Services - Front Office.
SECTION ONE . SCOPE OF SERVICES
Architectural Verification
Field verify the architecture elements that impact the three areas within the scope. This
information will be put in to AutoCAD.
Furniture Verification
A physical inventory of existing furniture will be created for Commercial Furnishings to
use for reconfiguration purposes and to show existing confirmation. This will consist of
documenting furniture sizes graphically in AutoCAD.
Programming
Carson Design Associates wili interview key personnel; ascertain spatial needs, working
relationships, adjacencies and equipment/technology criteria.
Space Planning
Based on the program, Carson Design Associates will develop the space plan and
present concepts to set the direction for the design of all areas. Furniture, equipment
and systems furniture workstations will be shown in plan view. I estimate I additional
meeting per department to review space plans and an additional final meeting with the
L:\Proposals\2007 Project Proposals\City of Carmel.doc
IOF6
"EXHIBIT -A l( b
Jl'
Client and Commercial Furnishings. Space plan h II . I d (2)
s s a InC u e two minor plan
revisions within the same demised area.
SECTION TWO: FEES AND REIMBURSABLE EXPENSES
;.ees for services are to be charged on an hourly basis. The fees listed below represent
not to exceed" costs.
Fees. for subcontractors ~ndlor consultants (mechanical, electrical engineering, etc.) are
not Included In the following unless otherwise specified.
HOURLY RATES
Principal
Project Manager
Senior Designer
Designer
Junior Designer
Senior Architect
Architect
Computer Programmer
$IIO.OOlhour
$80.00Ihour
$80.00Ihour
$7S.00Ihour
$70.00Ihour
$95.00Ihour
$85.00Ihour
$95.00Ihour
Total Maximum Fee
$1,840.00
Escalation Clause:
The Basic Fees and Hourly Rates described above may be increased for services
performed after the first twelve (12) month period that this Agreement is in effect.
Carson Design Associates reserves the right to renegotiate the terms of this Agreement
at that time.
Additional Services
A separate proposal will be provided upon request for Additional Services not included
in the services outlined in this agreement. Fee maximums may be estimated when the
scope, complexity and involvement can be projected.
Such Additional Services may include, but are not limited to, the following:
I. Services in connection with areas or work outside the Project Area and Scope of
Services within this Proposal.
2. Preparation or evaluation of detailed quantity takeoffs, unit price schedules and
detailed cost estimates.
3, Additional services in connection with Client's requests for code variances or
concessions negotiated with government officials.
4. Review of services or documents or coordination of work by other architects,
consultants, or designers except as described elsewhere in this Proposal.
5. Design and incorporation into the Contract Documents of engineering items such
as, but not limited to: structural, electrical, mechanical and plumbing engineering;
telecommunications, data/computer systems: and any other engineering services.
20F6 "EXHIBIT J Z(b
"
L:\Proposals\2007 Project Proposals\City of Carmel.doc
6. Presentations in addition to those identified in Scope of Services in this Proposal,
such as multiple or duplicate presentations, the preparation of presentation
materials for client's marketing purposes, including but not limited to rendered
views, models, material boards and brochures for promotion or display purposes.
7. Extended construction observation or administration, move-in supervision, or post-
installation services.
8. Revisions to previously finalized and approved documents (i.e. space plan changes
after construction drawings have been started).
9. Energy analysis, calculations or forms.
10. ADA surveyor audit report.
Reimbursable Expenses
In addition to the above fees, Reimbursabie Expenses incurred In connection with the
project are to be compensated by the client to Carson Design Associates as follows:
. Drawing Reproductions
. 24x36
. 30x42
. Color Plots
. 24x36
. 3Ox42
. Ilxl7
$2.00 ea.
$2.50 ea.
$20.00 ea.
$30.00 ea.
$8.00 ea.
. Copies
. Black & White
. S-I/2xll
. IIxl7
. Color
. S-I/hll
. IIxi7
. Computer Diskettes/CD's
. DocumentlFinish Bind
$0.10 ea.
$0.20 ea.
$1.00 ea.
$2.00 ea.
$2.00 ea.
prices vary per
size
. Presentation Boards
. Auto Travel, per mile @ current Federal rate
. . 10% markup
. Expense of consulting services d' . )
(for administration/coor Inatlon
In addition, the following reimbursable expenses will be invoiced at direct cost:
. Long distance telephone communications
. postage, mailing, handling of drawings
. Messenger service .
. Expense of renderings, models, and mock-ups r~quested by the .cIient
. Expense of photographic techniques in connection With the project
. incidental materials . . . val
. Cost of any building permits, fire prevention and building services appro
and State Plan Review. \ I
. Expense of out-of-town travel, includ.ing airfare, car rentals, hote, mea s,
etc., as authorized in advance by the client.
.$13.00 ea.
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"EXH\B\l
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Consultants
Mechanical, Electrical, Plumbing Engineerin and
documents are not included in the Basic Servi~es Th other consultants' services and
Carson Design Associates if required Mecha~ical e:l: c;~s~ltants can be provided by
developed by a iicensed engineer wili be required for' ;:: aDnd plumbing drawi~gs,
Release. e eSlgn & Construction
ror any consultants retained by Carso D' A '
~all be compensated by Owner/Landl~rd ~~g~he ::~'~~~:. i~:7c~~ ~e~anrs~~s~~:~;~
ssoc,ates pius a ten percent (10%) charge to cover related indirect costs such as
accounting. Insurance, and taxes.
OTHER COMPENSATION AND CONDITIONS
2.
I.
No .mark-up Is .added or commission taken by Carson Design Associates on
furniture, materials or equipment suppiied by contractors, or ordered direct by
the client or owner from suppiiers or manufacturers.
Carson Design Associates will make periodic observations of installation of
architecture, finishes and furniture specified. Any items, which are not in
perfect condition when observed. will be brought to the Client & Owner's
construction manager's attention.
Any contracting or purchases of furnishings wlil be made by the client through
contractual agreements between the Client and contractor(s) or furnishings
source(s).
It is the responsibility of the contractor(s) or furnishings source(s) to deliver
and install all items in perfect condition, free of patent and latent defects.
No fixed limit of construction. finishes, furnishings or equipment costs will be
established as a condition of the Agreement. Carson Design Associates will
follow the Owner's budget as a criterion of the design. Carson Design
Associates cannot and will not warrant or represent that bids or project costs
wiil not vary from project cost budgets.
No deductions shall be made from Carson Design Associates' compensation on
account of penalty, liquidated damages or other sums withheld from payments
to Contractors. or on account of the cost of changes in the work other than
those for which Carson Design Associates is heid legally liable.
Carson Design Associates is not responsible for delivery delays which are
occasioned by failure of others to meet commitments or for any reason beyond
Carson Design Associate's control; however, Carson Design Associates will use
best efforts to expedite deliveries that are brought to their attention.
Carson Design Associates does not guarantee or warranty any material either
shop or field fabricated, finished and installed as part of the project or other
merchandise against wearing, fading. patent or latent defects in design or
construction.
The Ciient wili inform the Contractor of Carson Design Associates'
participation in this project and assure Carson Design Associates' and the entire
Project T earns' inclusion on project construction sign if one is provided.
3.
4.
5.
6.
7.
8.
9.
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Personnel of Carson Design Associates "
take photographs of the work and t '~~, their assigns, will be permitted to
media or otherwise, This will be d~:eu o'ciY display them through the news
Owner and at a time convenient to th n~ upo~ approvai by the Ciient &
the opportunity to review the ph t em, h he Client & Owner will be given
approval as to their use, 0 ograp s that are taken and designate
Fees iisted include design, documentation
AssoCiates office in Carmel Ind' A "and travel from Carson Design
h ' ,ana, ny t,me req' d f
at t e hourly rate of the individual( ) t I' Ulre or travel will be billed
M'I 'rfa s rave t,me as req' d f
, eage, al re, hotel and ancillary h Ulre or the project.
be billed to the project as a reimburc ~~ges related to "out of town" travel will
sa e expense at actual cost.
Accounting Records
10,
II.
Carson Design Associates shall maintain accurate rec
expenses and consultant services wh' h b ,ords of all hours, reimbursable
convenient time, ' IC may e reviewed by the client at any mutually
Payments and Interest
Payments for professional services and reimbursable expenses are due and
thl~ (30) days after invoice date, Monthly interest of 1 payable
unpaid amounts 45 days after the invoice date, .5% shall be charged on any
Ownership of Documents
Drawings, schedules, and specifications, as instruments of service, are and shall remain
the prop~rty of Carson Design Associates whether the project for which they are
prepared IS executed or not. The client, for use in connection with and occupancy of
the prolect, shall be permitted to retain copies including reproducible copies of all
above-referenced documents,
Client's Responsibilities
The Client shall designate a representative authorized to review submissions from
Carson Design Associates and make decisions in an expedient manner, so as not to
cause unnecessary delay in performance of professional services, The client shall
provide complete information regarding the needs for the project. All information will
be held in confidence and returned, upon request, to client at the completion of the
Project,
Re.Negotiation
If re-planning of the project is required, as a result of unanticipated budgetary
changes or increased costs due to strikes or other unanticipated complexities,
Carson Design Associates may request re_negotiation of this contract.
Termination
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It is understood and agreed that either party may terminate this agreement upon not
less than seven days' written notice to the other. In the event of termination not the
fault of Carson Design Associates, Carson Design Associates shall be compensated for
services performed prior to date of termination, together with any expenses incurred
directly attributed to the project or to the termination.
Agreement
Upon signature of both parties, this Proposal shall become the entire and integrated
agreement between the Client and Carson Design Associates for professional services
connected with the project described within this Proposal and supersedes all prior
negotiations, representations or agreements, either written or oral. This Agreement
may be amended only by written instrument signed by both the Client and Carson
Design Associates. The Client and Carson Design Associates, respectively, bind
themselves, their partners, successors, assigns and legal representatives to the other
party to this Agreement and to the partners, successors, assigns and legal
representatives of such other party with respect to all covenants of the Agreement.
Neither Client nor Carson Design Associates shall assign this Agreement without the
written consent of the other.
We appreciate the opportunity to develop OR continue our relationship of service to
City of Carmel. If you have any questions of need further information please do not
hesitate to contact me.
Sincerely,
CARSON DESIGN ASSOCIATES
Kelly Lea
Project Manager
If this proposal is acceptable, please return a signed copy to me for our fiies.
CARSON DESIGN ASSOCIATES
Name:
Titie:
Date: Od.- /JIAYO+
Signature:
Name:
Title:
Signature:
Date:
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