Strand Associates, Inc./UtilitiesStrand Associates Inc.
Utilities Department-2007
Appropriation #01-7310-08 & #01-6310-08; P.O. #510839 & #W07851
Contract Not To Exceed $25,000.00
APPROVED AS TO FORM
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 Strand Associates, Inc. (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 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 in
attached Exhibit A, incorporated herein by this reference.
2.2 Professional understands and agrees that City may, from time to time, request Professional to
provide additional or modified Services 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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Strand Associates Inc.
Utilities Department-2007
Appropriation #01-7310-08 & #01-6310-08; P.O. #S 10839 & #W07851
Contract Not To Exceed $25.000.00
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 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 01-7310-08
& 07-6310-08 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-Five Thousand Dollars ($25,000.00) (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 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.
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Strand Associates Inc.
Utilities Deparunent-2007
Appropriation #61-7310-08 &101-631.0-08; P:D.AS10$39''& #W07851
Contract Not To Exceed $25,000.00
SECTION G. TERM
Unless otherwise terminated in accordance with the termination provisions set;forth;in Section 7.1
hereinbelow, this Agreement shall be in effect;froln the Effective Date through December 31,
2007,,and shall, on thc: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-anyportion of the Services under this Agreement: may be
terminaied.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
termmated?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 aretnot 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, off icials,: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 Agreemeni, and neither
Professional no :any-of its agents, employees or contractors are City employees. Professional shall
have the sole. responsibility to pay fo or for its agents, employees and contractors all statutory,
contractual,and ottier_benefrts 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 atty claim,,for wages; benefits or otherwise by any"agent; employee or contractor
of,Pcofessional regarding or related to the subject matter of this Agreement. This indemnification
obligationshall survive theterinination of this Agreement.
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Strand Associates Inc.
Utilities Department-2007
Appropriation #01-7310-08,& #01-6310-08, f.O. ItS10839 & #W07851
Cururaet Not To Exceed $25;000.00
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 6, the,
personal injury, sickness, disease, or death of any, of Professional's employees,, ag6lits or
contractors and/or because of any injury to or destruction of property; including, but not limited to,
any loss of use:tesulting therefrom. The coverage'amounfs'.shall;be no less thanithose 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 tight to pay or bond over such lien at Professional's sole cost,and expense.
7.7 Default.
In the-event Professional; (a) repudiates, breaches or defaults under any ofthe terms or conditions
of this Agreement, including Professional's warranties;" (b) fails' to perform the Services as
specified; (c) fails to make progress so as to endanger 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 anevent,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 bythis 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. "Phis indemnification obligation shall,survive,the termination
of this Agreement.
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Strand Associates Inc.
Utilities Departinent2007
Appropriation #Oi-7310-0&,& ii01-6310-08; P:O. #S lW39"& #W07851
Contract Not To Fxceed,$25,000-00
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, 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 tertnination.of this Agreement.
7.10 Discrimination Prohibition,
Professional represents and Warrants that it and each W its employees, agents and contractors shall
comply With all exisiing? and future laws prohibiting Aiscrimination 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 Agree mentwith 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
indemn fteat on'obligation shall°survive the terminationof,this Agreement.
7.11 Severability.
If any provision of.-.this Agreement isheld to'be- invalid, illegal or unenforceable by-a court of
competent jurisdiction„that provision sliall be sicken, and all,otber provisions of this-Agreement
that can operate independently of-sameshall 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 orsentbyprepaid 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: John Duffy
Douglas. C. Haney
Carmel City Attorney
One Civic Square
Carmel, Indiana 46032
PROIFESSIONO:
Strand Associates
450 East 96th Street„Suite 500
Indianapiili% Indiana 46,240
ATTENTION: Roger H, Huchthausen
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Strand Associates the.
Utilities. Department,2007
Appropriation #01-7310;08 & #01-6710-08; P.O. #S10839 & #W07, 51
Contract Not To Exceed $25,000.00
Notwithstanding the above; City may orally provide to Professional any notice required, or
permitted by this Agreement, provide&that-such notiec>shall. also then-be sent as required by this
paragraph within=ten (10) business days.from the?date of such.oral.notiee.
TO Effective.Date.
The effective date ("Effective Date") of this Agreement shall be the:date on which the' last-of the
parties'hereio executes same:
7.14 Governing Law: Lawsuits..
This ;Agreement shall be governed by and construed:ih accordance with°the7aws of the State of
Indiana, except for its conflict of laws provisions, as well as by all ordinances: and codes of the
City cif'Carrnel, 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 Bile such lawsuit in an appropriate court'in
Hamilton County,. Indiana only, and agree thai°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 'exercising or .pursuing its ,rights and/or
remedies hereunder or under law shaltnot operate.to waive any-such rights and/or remedies nor.in
any way affect the rights.of such.party;to require, such performancelat any time theieafker.
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 hereio.wiih respect to the
subject inatter.hereoF,, and no poor agreement, understanding or representa0 n'pcrtainiig tosuch
subject matter, written or oral, shall be effective for.any purpose, No provision of-ihis Agreement
may be.arriended, added to or subtracted.from except by an agreement in writing,sighed'by boil/
parties hereto and/or their=respective successors in interest: To the extentany provisioncontained
in this, Agreement conflicts with any provision contained in any exhibit attached hereto, the
provision contained to this+Agree ent shall prevail.
7.18 Representation and Warranties:
Each.party;hereto represents: and warrants that ivis authorized to enter into, this Agreement-and that
any'peNon or entity execpting.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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Strand Associates Inc..
Utilities Department-2007
Appropriation #01-7310-08 &4101`6310-09;;T.O: #510839 & #Wo7851
Contract Not To Lxceed $25,000.00
7.19 Headings,
All headings and sections of this Agreement are inserted' fof convenience only and:do not'form a
part-of this Agreement-nor limit,. expand or-ot}ierwise alter, the meaning-of any provision hereof.
i
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 withoutany duress, undue influence or coercion.
7.21 Copyripht.
City acknowledges that various materials which may he used and/or generated by Professional in
performance of Services, including forms; job description formats, comprehensive position
questionnaire, compensation and classification plan and reports'are, copyrighted. City agrees, that
all ownership ri ghts and copyrights thereto lie with Professional, and City will use_them solely for
and on behalf of its own operations. City agrees, than 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 thiss 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
qualikied'toperform such services.
7.23 Records and Inspections
Professional shall maintain,full.arid 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, duct ments, "proceedings and
activities.
7.24 Accomplishment of Project
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 takesuch . steps asare appropriate
to ensure that the work imvo-Wed,is..properly coordinated with related' work being carried on within
City's organization.
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Strand Associates Inc.
Utilities Department72007
Appropriation #01-7310-08 & #01-6310-08; P.O. #S10839 &:$W07851
Contract Not To Fxceed $25,000:00
IN WITNESS WHEREOF; dte.parties hereto have made and executed tfiis Agreement as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
STRAND ASSOCIATES; INC.
BY:
BY:
Authorized Signature
Printed Name:!! Ma>+?•j,i.?a?dr
Title: A,35i9Tea.v..r Cd-!pBra-F_Sacre.
ATTEST:
Diana Cordray,
Date: I
FIDITI 79- 10Zogi,9
SISN ifSole Proprietor.
Date: AJ p
y?wkc, 29. 007
(LiE 9uaWy UwlneNaVINeNOS+?smlxAmohtt0.AHD ASGUC-HA-ds-i]I`!!1g1Y5]AA1? p
art
James Brainard, Presiding;Officer
STRAND
ASSOC IA?E5 --I
E rv q N E E R a
450 East I Street
Suite'500
Indianapolis, IN 46240
Ptioneh 317-423-0935
Fac: 317a291919
Ofli Locations
Madison. WI
Joli IL
La isville; KY
Le inglon; KY
Mobile, AL
Columbus. IN
Lancaster, OH
Indianapolis; IN.
Milwaukee, WI.
Cincinnati, OH
v .strand.com
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YS l ?l
October 1, 2007
City of Carmel Wat'erand;Wastewater'Utility
760 Third Avenue SW
Carmel, 1N 46032
Attention: John Duffy, Director
Re: Agreement-for Gcnerai Engini eriug,Services
This is an,Agreement between City of Carmel Waterand Wastewater Utility, hereinafter referred
to as,OIWNER, and,Strand Associates,:Inc;.hereinafter, referred to.as,ENGINEER, to provide
general engineering services (Services). This Agreement shall be in accordance with the
following elements'.
Background
Services under this Agreement.will include:
Water system projects-May include projects dealing .with system planning, supply,
pumping, and distribution..Al1 projecf_s-will bewithin.OWNER's<se'rvicel,a'rea.
Wastewater system projects-May include projects dealing with system planning,
collection, pumping,.and treatmenL.All projects will be within O,W3?ER's service area.
Scope of. Services
Services to be provided under this, Agreement can generallyibe described as project engineering,
projectscier i .c,.CAD drafiing,;clerical, and administrative activities performed in accordance
with the terms and •conditions 'of this?Aglreement and,suusequently issued'Task Orders: Prior to
ENGINEER's engagement by OWNER, a.mutually"agreeable Task Order document shall be
developed and executed by both parties. The. Task Order shall include Project,Information, a
detailed Scope of Services, Basis for Compensafion, and Schedules The general form of the Task
Order shall be in accordanceswith the enclosed sample.
Service Flements Not:Included
The following services;are'not included'in,this, Agreemeiit. If Such services are required, they
shall be provided as noted:
1. Revising Designs, Drawings, Specification, ahd'Docuinents Any servicestrquired after
these items, have been previously approved by state or federal regulatory agencies,
because of`a change in Project scope or where-such revisions are necessary to comply
with changed"state and fedetaJ regulations that are put 'in force after Services have been
p. rtially completed, sfiall be, provided ferby an,amendmeneto this Agreement
2. Additional and Extended Services during construction madenecessary by:
a, Work damaged by fre or other cause during construction.
L A significant amount of defective or•neglected,work;cf any,;Coiactor.
c. Prolongation of the time of the construction contract,
d. Defaultby Contractor under the construction contract,
Any servicesrof this-type slid 1,be provided thiotiglIari'amendment to this Agreeiiient.
'EXHIBIT f(3
City of Caravel Water;and Wastewater Utility
STRAND Page,2
ASSOCIATES, INC' October 1, 2067.
e NO IN E E R:S
3. Preparation-forandlor Appearance in'LitiQatian on Behalf of OWNER: Any'services of
this type required'te be provided by!ENGINEER shall be provided through a separate
agreement With OWNER.
4. Archaeological or Botanical"Investigations:. The compensation does not include the cost
for archaeological. or Botanical investigations. ENGINEER shall assist OWNER in
engaging`Ihe services of an archaeologist or botanist, if required, to perform the field.
investigations necessaryfor agency review.
5. Seivices Related to Buried Wastes.and Contamination: Should buried solid-liquid, or
potentially hazardous; wastes or subsurface or soil' contamination be uncovered at the
site, falfow-up investigations may be required to identify the nature and extent of such
wastes or subsurface. soil . or,groundwater contamination and to determine appropriate
methods for managing of such, wastes er contamination. and for,,foliow?up monitoring.
Investigation, design, or,construction -rela€ed-services, re[ated to buried solid, liquid, or
potentially hazardous' wastes or soil or groundwater contamination shall be,provid&d for
through a separate agreementwith.OWNER or OWNER's Consultant.
6. Geotechnical Engineering: The compensation -does not include the cost for geotechnical
engineering. R. is anticipated ENGINEER?s need for geotechnical engineering
infortnation,will.be"coordinated through=OWNER and OWNER's Consultant-
7. Payment:keq_uests: ENGINESR's review-of payment requests firom Contractor(s) shall
not impose respIa sib0ity to determine that title to-any of the work 'has passed to
OWNER free and clear- of any liens; claims, 6r-6ther encumbrauces.
Standard of Care
Thi standard of care for all services: performed or:turnished by ENGINEER =under this
Agreement will be the care,and-skill ordinarily used by members of ENGWEER's profession
practicing,under smi[ar•circumstances at the same time and in the same locality. ENGINEER
makes' no warranties, express or implied,'unde this Agreement or otherwise, in connection with
ENGINEEWs services.
Oplnlon of Cost,
Any opinions of cost prepared by EN&NEER.are supplied for general guidance of OWNER
only. ENGINEER has no contral over competitive bidding or market conditions and cannot
guarantee;the accuracy-of such opinions as compared,to contract bids or actual costs.to OWNER-_
Observation Services',
ENGINEER's efforts shall be directed toward determining f0f.-OWNER that the completed
Services will,. in :general;. conform to the Contract Documents; but ENGINEER shall not
supervise; direct, or. have, control over the Connector's work'and shall not be responsible for the
Contractof's constriction means, methods techniques' `sequences,' procedures, or health. and.
safety precautions,orprograms, 6rfor'the Contri cior's failure to perform the constriction work
,in accordance with the Contract' Documents.
Payment
OWNER shall`make.monthlypayments to ENGINEER for.. services performed in the.preceding
month based upon itemized_monthly statements. Nonpayment'30 days after the date-of invoicing
may, at ENGINEER's-option, result in assessment of.a.I percent per, month carrying,charge on
the unpaid balance.: 3
5 ??" 9f
'DRK'mnULtDou.mrnisW wnmtACafcnd; C,t oPl Watvend WalacmkrW 'd
City of Carmel Water ana Wastewater Utility
STRAND Page3
ASSOCIATES, INC' October Iy,2.00
E N 6 I N E E R 5
Data Provided by'Others
ENGINEER is notresponsibte for the quality or accuracy of data nor for the methods used in the
acgt isition or development cf any such data where such data is provided 15y or diroughOWNER,
Contractor, or others to ENGINEER and where ENGINEER'S Services are to be based upon.
such data Such data includes, but is not,limitedto, soil borings,,groundwatendata, chemical
analyses, geotechnical testing,_repoU c lrulations; designs, drawings, specifications, record
drawings, Contractor's marked-up drawings, andlopographical surveys.,
Termination
This Agreement may be term inatedwith.cause, in whole or impart in°writing by either party
subject to,a two,-week notice and ihesight of die party beingurminated to meet and discuss the
termination before thetermination Lakes place. ENGINEER shall be paid'for all completed or
obligated Services up to the date of termination.
Dispute Resolution
Except as may be otherwise provided in this Agreement. all claims, counterclaims, disputes, and
ath-er matters in question'bctween OWNER and'ENGINEER arising out of or relating to this
Agreement or the breach thereof `sha13 be decided by mediation.
IN WITNESS' WHEREOF the parties hereto have made and executed this Agreement.
ENGINEER OWNER:.
STRAND ASSOCIATES, INC.
Roge . Huchthausen 14sR Da e
Corporate Secretary
NanaL. Cordray " Date
IAMC Glcrk-Ire rer.
" -XHIBIT _4i_/ 0
?6PK:moVtlDonanentstP.@F®ned.lem nd; City of(lt4:Watc and Wastn tQUtifityiG=rl.Services; 26MAVM-001-87 t.doc
CITY OF CARtv1EL WATER AND
WASTEWATER UTILITY
•UYTTkBOARD OF PU13LIC WORKS AND SAFETY