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CE Solutions, Inc./CFD c a lv v oLo t 04, Di i o 02 CE Solutions Inc. Fire Department 2010 APPROVED. TO Appropriation 43- 501.00; P.O.12729 Contract Not To Exceed $3,900.00 By. s'=. 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 CE Solutions, (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. [Z \E Bass\My Documcnls\Profcssloaal Swiccs FORMS \Professim,al Service. FORM Rev 2009 .do 1/12/2010 12 :114 PM] 1 CE Solutions Inc. Fire Department 2010 Appropriation 43- 501.00; P.0.12729 Contract Not To Exceed $3,900.00 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 43- 501.00 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 5.1 Professional estimates that the total price for the Services to be provided to City hereunder shall be no more than Three Thousand Nine Hundred Dollars ($3,900.00) (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. Z\E Bacs\My Dncumrncs\Profu+.innal Swu.a. FORMS \Pmfe:sional Suvices FORM Rev 2009 do :1 /12/2010 12 :04 PM] 2 CE Solutions Inc. Fire Department 2010 Appropriation 43- 501.00; P.0.12729 Contract Not To Exceed $3,900.00 SECTION 6. TERM Unless otherwise terminated in accordance with the termination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be in effect from the Effective Date through December 31, 2010, 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. [Z:\E Bzs\My D]mumulls\Professlonal Suvicu\FORMS \Profesfonal Sum,. FORM Rev 2009.doc:1 /12/2010 12 04 PM] 3 CE Solutions Inc. Fire Department 2010 Appropriation 43- 501.00; P.0.12729 Contract Not To Exceed $3,900.00 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 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 of the 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 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. [Z:\E Bas My Documaus\ProfeNsional S rm.\FORMS\ProFessi0001 Seri. FORM Rev 2009.do :1/12/2010 12.04 PM] 4 CE Solutions Inc. Fire Department 2010 Appropriation 43- 501.00; P.0.12729 Contract Not To Exceed $3,900.00 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 Douglas C. Haney Department of Administration Carmel City Attorney One Civic Square One Civic Square Carmel, Indiana 46032 Carmel, Indiana 46032 ATTENTION: Keith Smith, Fire Chief PROFESSIONAL: CE Solutions, Inc. 10 Shoshone Drive Carmel, Indiana 46032 ATTENTION: S T S V G l 'P. o S 5 0 1 2 4 1 f vEL 1 [Z:\E Bass \My Documaus\Profasimml Savicrc FORMS \Prof onal Sirvic., FORM Rev 2009.d w:l/12/2010 12:04 PM) 5 CE Solutions Inc. Fire Department 2010 Appropriation 43- 501.00; P.O.12729 Contract Not To Exceed $3,900.00 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 exercising 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. [Z:\E Ba s\My Dtxummts\Profcsslonal Sernc FORMS \Professional Services FORM Rev 2009 dm 1/12/2010 12 :04 EMI 6 OE Solutions Inc. Fire Department 2010 Appropriation 43- 501.00; P.O.12729 Contract Not To Exceed $3,900.00 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 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 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 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 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:\E Bass\My Documents \Prof.sional Su.ic \FORMS \Pmla.innal Strom. FORM Rev 2009 dox:1 /12/2010 12:114 PM] 7 CE Solutions Inc. Fire Department 2010 Appropriation 43- 501.00; P.0.12729 Contract Not To Exceed $3,900.00 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA CE SOLUTIONS, INC. by and through its Board of Public Works and Safety BY: BY: A/Crr James Brainard, Presiding Officer Authorized Signature Date: Printed Name: z, 62,5)?z,012-nl Mary A Burke, Member Title: >L' S 1 DGr.1 T Date: 7 7 -1 FID /TIN: 2-o5 6,1 Lori S. Watso "ember SSN if Sole Propri tor• Date: 1 1(�7 Date: w 2- o ATTE Diana Cordray, IA Clerk Treasurer Date: f 7-7r) [Z2E Bass My Documuns\Prohasional S mncei FORMS Pr0R,stonal SavicL., FORM Rev 2009.Aoc: 1/12/2010 12 04 PM] 8 ��e�i CE Solutions, Inc. Structural Em,'ineers September 28, 2009 i Mr. Keith Smith Carmel Fire Department Two Civic Square Carmel, Indiana 46032 Re: Combined Professional Services and Fee Proposal Structural Engineering Services Structural Investigation Fire Station No. 4 Kitchen Floor Carmel, Indiana CES Project No.: 09 -133 Dear Keith: CE Solutions, Inc. (CES) respectfully submits the following Combined Professional Services and Fee Proposal for structural engineering services on the captioned project. Our proposal is based on the following information: There is a concern /perception that the concrete slab -on -grade in the kitchen is settling. Gaps are observed between the base boards, bottom of cabinetry, door frame, etc. and the top of the floor slab. In addition, a diagonal crack was observed in the dry wall originating at a top corner of the door frame. September 1, 2009 scope definition meeting Chad Hughes and preliminary building walk- through at Carmel Fire Station No. 4. September 1 and 10, 2009 telephone conversations between Matthew Worthley, of the Carmel Redevelopment Commission, and Steve Osborn. Existing building constructed circa 1980. Kitchen was remodeled circa 2004. Original record construction documents (drawings and specifications) for the existing building and the remodel are unavailable. 10 Shoshone Drive SCOPE OF BASIC SERVICES Upon notice to proceed CES will provide the following Basic Services: Carmel. Indiana a603_' STRUCTURAL INVESTIGATION AND REPORT CES will perform one site observation to inspect the general structural condition of the Phone: 317-818-1912 existing kitchen floor slab and surrounding structural elements. No destructive (invasive) investigation, structural analysis, instrumentation, monitoring, testing or evaluation of the original structural design will be performed. CES' structural investigation will be based solely on visual observations. CES intends to utilize the land Fax:317 -818 -1911 surveying services of Woolpert, Inc. to obtain relative top -of -floor slab elevations in the kitchen and adjacent areas to establish approximate limits and magnitu e of perceived displacement. 6i '9 E I I ces@ccsoIWionsinc.com i "Civil Engineers make the di�'rence: they build the quality of li /e. MIM I Combined Professional Services and Fee Proposal Fire Station No. 4 Kitchen Floor 1111ui•i Carmel Fire Department Structural Investigation, Carmel, IN September 28, 2009 Page 2 Review original record construction documents (drawings and specifications) and other pertinent construction records for the existing building and remodel (should they become available). CES will prepare a structural investigation report describing our findings and recommendations. SCHEDULE CES' workload is such that we can begin our work upon notice to proceed. FEE CES intends to provide the above professional services on a firm fixed fee basis as follows: Structural Investigation and Report $3,900 Reimbursable expenses are identified on the attached CES Fee Schedule and are in addition to our fee. The above fees are based upon the aforementioned schedule. Should the project be delayed, our fees are subject to modification based upon actual market fluctuations. ADDITIONAL SERVICES, The following additional services are not included in our fee, but will be provided upon request in accordance with the attached CES fee schedule and an agreed upon fee: Preparation of an opinion of probable structural construction cost for recommended repairs, augmentation or strengthening of structural deficiencies observed and noted in the existing building. Significant post -report clarification, meetings, response to questions, etc. Structural Design and Construction Document preparation for recommended repairs, augmentation or strengthening of any structural deficiencies in the existing building. Structural analysis of the existing building or the evaluation of the building's original structural design. Destructive (invasive) structural investigation to uncover suspected potential hidden structural deficiencies. State Application for Construction Design Release, filing fee and submi sipn of necessary documents to the local and State bud I u 3 CE Solutions, Inc. !Um.' Combined Professional Services and Fee Proposal Fire Station No. 4 Kitchen Floor Onion Carmel Fire Department Structural Investigation, Carmel, IN September 28, 2009 Page 3 Printing of Construction Documents (plans and specifications) for bidding purposes. Bidding Phase services. Structural services and consultation during the Structural Construction Administration Phase for recommended repairs, augmentation or strengthening of any structural deficiencies in the existing building designed by CES. Construction change orders necessitated by revisions in the Structural Contract Documents beyond CES control, or by redesign efforts made necessary because of unforeseen existing conditions. Preparation of Record (As- Built) drawings showing significant changes in the structural work made during construction based on marked -up prints, drawings, and other data furnished by the Contractor. EXCL The following services are not currently offered by CES and are excluded from the Scope of Basic and Additional Services: Engineering services related to construction means and methods (erection sequencing, temporary bracing, job site safety, etc.). Determination of the fire rating required for the structural systems and components. Geotechnical engineering report with recommendations. Structural instrumentation, monitoring or testing. Phase 1 and 2 Site Assessments and Asbestos Surveys. Radon, mold, mildew, and moisture infiltration investigation, testing, and mitigation services. Design and detailing of foundation drainage systems. Development of waterproofing details and technical specifications. Civil /Site Development services. Traffic impact studies. Landscape Architecture services and irrigation system design. "EXHIBIT A 79 CE Solutions, Inc. Muedi Combined Professional Services and Fee Proposal Fire Station No. 4 Kitchen Floor him" Carmel Fire Department Structural Investigation, Carmel, IN September 28, 2009 Page 4 Architecturally related site details (e.g. parking stops, bollards, signage, sidewalks, decorative /ornamental exterior walls, etc.). Land surveying services being provided by Woolpert, Inc. Laser scanning and associated interpretative services. Ground penetrating radar and associated interpretative services. Construction cost arbitration or mediation. Presentation graphics, color renderings, models, etc. Preparation and submission of permit applications and filing fees for all approvals or consents from authorities having jurisdiction or agencies having facilities within the limits of the project. Attendance at and /or conducting public meetings and /or hearings. Re- zoning and /or Board of Zoning Appeals services. 'CLOSING STATEMENT As a results- oriented professional organization, CES places a strong emphasis on excellence, quality, and attention to detail. Thank you for choosing CE Solutions for your structural engineering needs. We look forward to working with you on this important project. Should you have any questions concerning our proposal, please do not hesitate to contact the undersigned. Very truly yours, jd v' ,§44...."1/A./-7-1---- J D. Taylor, P.E. Steven P. Osborn, P.E., S.E. As ciate President attachment 99 "EXHIBIT CE Solutions, Inc. n Ihn i limilim CE Solutions, Inc. 1, Structural E„, 200 SCHEDULE' r+ 1 1 I l Stevan I'. ()shorn. P.E. PROFESSIONAL HOURLY RATES are based on the following classifications: Principal $170.00 /hour' Associate Principal $155.00 Associate $135.00 Senior Project Manager $120.00 $140.00 Project Manager $105.00 Project Engineer $88.00 Staff Engineer $77.00 Senior CAD Technician /Designer $79.00 CAD Technician /Drafter $62.00 Administrative Assistant $76.00 Clerical $62.00 Above rates include in -town travel, parking, and in -house reproduction expenses, overhead and profit. CE Solutions, Inc. standard CAD drawing plot is black white on translucent bond. Reimbursable expenses for special CAD drawing requests are noted below. 1 Depositions, court testimony, arbitration or mediation hearings, meetings with legal counsel, and associated preparation: $210.00 /hour. i` REIMBURSABLE EXPENSES: 10 Shusltone Drive I Out -of -town transportation and subsistence cost 10% Out -of -house reproduction, special CAD drawing requests cost 10% seit 1011 Photograph processing and printing cost 10% Shipping /courier cost 10% it Equipment and instrument rental cost 10% Carmel, Wilma 461132 i Filing fees for permits, variances, plan reviews, etc. cost 10% i I Sub- consultant services cost 10% Phmrct 317.818 -1912 CAD drawing file on diskette /compact disc $58.00 /drawing S Fax. 317.818.191 i `6 EXHIBIT Effective 1/1/2009 2009 Fee Schedule.doc eeeFcesolutiananc.eom 1 rim/ Et; urnl'o ,b.. ,c rr. root ,h,.,. build the Ihv nrlir..