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Williams Creek Consulting/Engr , \ " Covdradit 10.0"0.01. O( ,. W iIliams Creek Consulting Engineering Department-200? Appropriation #206-4462838; P.O. #16844 Contract Not To Exceed $20,500.00 APPROVF.D, AS m FORM BY: <1f.)p 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 Williams Creek Consulting (percinafter "Professional"). RECITALS WHEREAS City owns and is responsible for the operation and maintenance of its property, personnel, public works and infrastmcture; and WHEREAS, from time to time, City needs professional assistance in 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 Pro(essional 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 cncumbered 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. f?_'\F.IlA<<M} DocIDKlll.S'J'rg(:SSioluIScl'oi<<$'2(lgJ'WillnClertCClllSllbinlll'ro(c:ul(IIU:lScn1',~'I.t'1OO7):'4'lod Williams Creek Consulting Engineering Department-2007 Appropriation #206-4462838; P.O. #16844 Contract Not To Exceed $20.500.00 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. 3.3. City shall arrangc 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 206-4462838 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 5.1 Professional estimates that the total price for the Services to be provided to City hereunder shall be no more than Twenty Thousand Five Hundred Dollars ($20,500.00) (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 B, 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 latc charge of one percent (1 'Yo) 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 conscnt. SECTION 6. TERM Unless otherwise terminated in accordance with the tennination provisions set forth in Section 7.1 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 (Z:"EB&ss-N1Don:~s.ffiC(f'lOOT,Wmo. Crcdec.""inl"';fmi"'1Is.cMm.Goc;:9"1~llOO7)-I~Pt.il Williams Creek Consulting Engineering Department-200? Appropriation #206-4462838; P.O. #16844 Contract Not To Exceed.$20,500.00 (I) calendar year, unless otherwise agreed by the parties hereto. [Z:'EIlM&'.My Donaalls'i'Iorc:ssimw Scr<ic~~7\Wlllow 6m: CDDSII~i:o, "'oftWtall s.en-i=.dCl<,9'1~,JOO7 3'1~',.u Williams Creek Consulting Engineering Department-200? Appropriation #206-4462838; P.O. #16844 Contract Not To Exceed $20,500.00 SECTION 7. MISCELLANEOUS 7.1 Tennination. 7.1.1 The obligation to provide all or any portion of the Services under this Agreement may be tenninatedby 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 tenninated 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 tennination, and as full and complete compensation hereunder, Professional shall be paid for all such Services rendered and expenses incurred as of the date of tennination 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 tenns, conditions and obligations. 7.3 No Third Partv 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 tennination of this Agreement. [Z:'Ee.nM4)~C1'l5.J>Jor~Scrvic';:5\l(lO'MlilloolC'lmu.u.,!Iu.,P'Rl{~i1Scn"kn.dgc'9'1~11OO1]:I~P~ WilJiams Creek Consulting Engineering Department-2007 Appropriation #206-4462838; P.O. #16844 Contract Nor To Exceed $20,500.00 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 pemiit 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 lieT\ 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 walTanties; (b) fails to perfonn the Services as specified; (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 theTight 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 Comoliance. 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 resultingJrom any failure by Professional to do so. This indemnification obligation shall.survive the termination of this Agreement. (2:',[ Ibu\M)' Ootmllmll'1'mI"mm'l SU'Vittt2031lV.'ilIoo>-Clm. CIIIIOUIIinI ProI"~ill<lll Smi(~.x.::9!I.'JOO7 l:U ""15 Williams Creek Consulring Engineering Department-2007 Appropriation #206-4462838; P.O. #16844 ContracfNot To Exceed $20,500.00 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 andlor other 'person in the subcontracting of work andlor in the performance of any Services contemplated by this Agreement with respect to hire, tenure, terms, conditions or privileges of employmcnt or any matter directly or indirectly relatcd to employment, subcontracting or work performance hereundcr because of race, religion, color, sex, handicap, national origin, ancesl1y, age, disabled veteran status or Vietnam era veteran status. This indenmification obligation shall survive the termination of this Agreement. 7: II Severabilitv. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision shall bc 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 byprepaid U.S. certified mail, return receipt requested, addressed to the parties as follows: CITY: City of Carmel Department of Engineering One Civic Square Carmel, Indiana 46032 . ATTENTION: Amanda Foley Douglas C. Haney Carmel City Attorney One Civic Square Carmel, Indiana 46032 PROFESSIONAL: Williams Creek Consulting 919 North East Street Indianapolis, Indiana 46202 ATTENTION: j...\1[:~ Jl,L\~~ Neil B. Myers:Principal/Secretary 919 North East Street Indianapolis, Indiana 46202 (2oEa.U'.My~ScnitQ\1O)l'Wil~CT<d:a.s.dlIa'~~~'1111OQ7J.Q.l'~ Williams Creek Consulting Engineering Department-2007 Appropriation #206-4462838; P.O. #16844 Contract Not To Exceed $20,500.00 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 (l0) 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 exerclSlng or pursuing its rights and/or remedies hereunder or under law shall not operate to waive any such rights.andlor 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 anlendcd, added to or subtracted from except by an agreement in writing signed by both parties hereto andlor 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 011 behalf of such party has' the authority to bind such party or the party which they represent, as the case may be. (Z:\E 8.m'M) OOc:lllllrrntl'roC<Woul $crvlm\2CD1'.wmo.."Clut CllcaIhiilM 1"roCtlsica.a1 S=f<cuao::9.'14!1007 );1.1 r.f/ Williams Creek Consulting Engineering Department-2007 Appropriation #206-4462838; P.O. #16844 Contract Not To Exceed $20,500.00 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 andlor 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, copying, protection and security of Professional's property. 7.22 Personnel. Professional represents thai 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 quali fied 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, 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. [Z.~ElluI\My[)<cmnanthora.dooa.iISenicOS'2OO7\WiUQ'OO"CrmC~PrDl'l:lsiOll"~<!I-doc,9'lt'10013:1~ p~8 Williams Creek Consulting Engineering Department-2007 Appropriation #206-4462838; P.O. #16844 Contract Not To Exceed $20,500.00 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA by and through its Board of Public Works and Safety Williams Creek Consulting 919 North East Street Indianapolis, Indiana 46202 BY: Printed Name: ure M::-\ '- 6>. )A y~ . ~/T~~ f FIDrrIN: .31...- 4L\ qR (tl\ \ Title: Lori S. Date: mber . I nl <. 107 ' f -- I SSN if Sole Proprietor: Date: Cordray, lAMy' lerk- Treasurer Date: I D~/OT-- (Z:'f;DaI\M}DMaII....li.J'mkssiooolScnW.1OD7IWlDowC=tc_lliRaPnlrcsliou41~~~1~1OO7J;I.I'~ PROJECT PLAN and SCOPE OF SERVICES Prepared for: City of Carmel, Department of Engineering Stormwater Technical Standards Manual Review and Revision Assistance. REVISED Prepared by: WILLIAM$.cREEK t.'ON'SUU'",G Babeca Building 919 North East Street Indianapolis, Indiana46202 26 July 2007 _._ ;IBIT -AJLi: " CIIy oICllimel, DepWnont 01 Engf186ffng SlOImwIlIw Toch_ Stendllfllt MammI RevI.... 8Ild RlMsIon Asslsl11mJ Juno 2007 1.0 PROJECT DEFINITION Williams Creek Consulting, Inc. (WCC) has prepared this PROJECT PLAN and SCOPE OF SERVICES in order to assist The City of Carmel, Department of Engineering (CLIENT) with the requested Sustainable Sites Engineering Consultation Services necessary to provide Stonnwater Technical Standards Manual (MANUAL) Review and Revision Assistance. 2,0 PROJECT GOALS AND UNDERSTANDING WCC understands that the goal of this project is to assist the CLIENT by reviewing and revising its current MANUAL to include guidelines thai help promote the utilization of more sustainable, lower impact stormwater management solutions. WCC will assist CLIENT In this goal by maintaining the current documenfs Integrity as adopted on August 2006, and the related requirements of Hamilton County's Stonnwater Technical Manual. While WCC will review and make recommendations for the entire MANUAL, if understands that primary review and revision responsibility will focus on Chapter 700: Post-Construction Stonnwater Quality Management. 3.0 SCOPE OF SERVICES 3.1 PHASE 1: Stonmwa1er Technlcsl Manual Review and Revision Assistance Based upon CLIENT direction, WCC will provide the services necessary to provide MANUAL Review and Revision Assistance according to the project goals and understanding outlined in Section 2.0. For the purpose of this SCOPE OF SERVICES, WCC will complete the following tasks. . Review the MANUAL in detail . Complete recommendations for alterations to MANUAL to Include strategies that lead to sustainable development and redevelopment opportunities . Work closely with CLIENT to help revise the MANUAL to provide accurate and technically correct guidelines for more sustainable, lower Impact stormwater managemant . Provlda proper maintenance procadures for post-construction Best Management Practice and includa within the revised MANUAL . Bi-weekly project review meetings at the offices of CLIENT (Since it Is anticipated that the SCOPE OF SERVICES will take place over e three month period. It is assumed thatthere will ba a total of six bl-weekly project meetings) Deliverable Materials It Is anticipated that all deliverable materials, Including Meeting Minutes, will be electronic media delivered to the CLIENT via email and/or CD-ROM. 4.0 SCHEDULE WCC proposes to begin work upon receipt of CLIENT's written authorization to proceed. If any eddttlonal services are needed or requested, or II the project delays outside of the control of WCC occur. the schedule may be adjusted. WCC anticipates the entire process will take no more than 90 days from notice to proceed. 5.0 COMPENSATION WCCwill complete the SCOPE OF SERVICES on a Not-to-Exceed Time and Materials Fee Basis. WCC prepared this SCOPE OF SERVICES with the understanding that the timeline for completion Is based upon a three month process and a CliENT requested Not-la-Exceed Time and Matertals Fee. If additional time ~'~XH1B\T A 7fc{ " WlJJBms Crook ConsLffflng, Inc C.Iy 0' CmmII, o.patmont 0' EnginooIfng _or roc/lnlcaJ SlDndsrrts MonuaJ RwflJW end R.vtslon Assistanco _2007 or additional services are required and/or requested, WCC may subm~ a CHANGE ORDER for CLIENT approval based upon Its Standard Hourly Rate Schedula oullined in Exhibit A. PHASE No. SCOPE OF SERVICES Not.to. Exceed Fee Fee Basis 1 Stonnwater Technical Manu"al Review and Revision Assistance $20,500.00 Time and Materials 6.0 EXTRA SERVICES In addition to the above initial services, wce would be plaased to provide Extra Services as requested by CLIENT. Extra Services will be completed on a Time and Material Basis outlined by Its Standard Hourly Rate Schedule outlines in Exhibit A or by quote. WCC appreciates the opportunity to be of service to the City of Cannel and looks forward to working on this project. Best regards, Williams Creek Consulting, Inc. Neil B. Myers Principal! Secretary WUHams Ctuek Consulting, fnc UEXHIBIT A ~<< " c.ly olCtmIfl( Clep6tmenl 01 EngIneering _r_StondardsU."ualR.vIowBtldRovfs}onAssIsIIlllCll _2007 7.0 EXHIBIT A wee Professional Labor Hourly Rate Principal $162.00 Level V $112.00 Level IV $ 102.00 Level III $ 92.00 Level II $ 82.00 Levell $42.00. 72.00 wee Professional Expenses Mileage $ 0.55 per mile Reimbursable Items 1.15.times direct cost or per quote Materials 1.15 limes direct cost or per quote Equipment Rental 1.15 times direct cost or per quote Materials 1.15 times direct cost or per quote .PIAn noto: Those ram are for tho 2007 calendsr year and Ire subject to chango K1/1sms Creek Consu1llflg, fnc UEXHIBIT J q(L{ "