Storrow Kinsella Assoc, Inc./DOCS Con o.Lk ac -IG.• i0•O
C t orrow Kinsella Associates, Inc.
Department of Community Services 2010 APP'o
Appropriation #43- 404 -00; P.O. #21635 FO p A To
Contract Not To Exceed $15,000.00;
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 Storrow Kinsella Associates, Inc., and (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.
7
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ROW NSELLA ASSOC.Profaiao
sal Services.doc:5 /11/2010 12:51 PM] 1
Storrow Kinsella Associates, Inc.
Department of Community Services 2010
Appropriation #43- 404 -00; P.O. #21635
Contract Not To Exceed $15,000.00
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 43- 404 -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 Fifteen Thousand Dollars ($15,000.00) (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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Storrow Kinsella Associates, Inc.
Department of Community Services 2010
Appropriation #43- 404 -00; P.O. #21635
Contract Not To Exceed $15,000.00
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.
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Storresw Kinsella Associates, Inc.
Department of Community Services 2010
Appropriation #43- 404 -00; P.O. #21635
Contract Not To Exceed $15,000.00
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 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.
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Storrdw Kinsella Associates, Inc.
Department of Community Services 2010
Appropriation #43- 404 -00; P.O. #21635
Contract Not To Exceed $15,000.00
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, 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:
PROFESSIONAL:
Storrow Kinsell Associates, Inc.
212 West 10 Street, Studio A440
Indianapolis, Indiana 46202
ATTENTION: Margaret Storrow
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Storrow Kinsella Associates, Inc.
Department of Community Services 2010
Appropriation #43- 404 -00; P.O. #21635
Contract Not To Exceed $15,000.00
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.
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Storrow Kinsella Associates, Inc.
Department of Community Services 2010
Appropriation #43- 404 -00; P.O. #21635
Contract Not To Exceed $15,000.00
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.
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Storrow Kinsella Associates, Inc.
Department of Community Services 2010
Appropriation /143- 404 -00; P.0.#f21635
Contract Not To Exceed $15,000.00
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA STORROW KINSELLA ASSOCIATES, INC.
by and through its Board of Public
Works and Safety
BY:,(� BY:
James Brainard, Presiding Officer Auth zed ignature
Date:
Printed Name: $6kKbAW cTQRF20(N
Mary Burke, Men ter Title: PRES T
Date:
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Date: Co1/42//b Date: 5Idtol
ATTEST:
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Date: re ll PV/O
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Storr'-ow,:ki
a planning, urban design and
landscape architecture studio
MASTER AGREEMENT
Urban Planning and Design General Consulting Agreement
City of Carmel (City)
Storrow Kinsella Associates Inc
This Professional Services Agreement is entered into on this day of May, 2010 by and
between the City of Carmel (hereinafter the "City and Storrow Kinsella Associates Inc,
(hereinafter called SKA).
RECITALS
The City desires to utilize the services of SKA to provide professional services to assist the
City with furthering a plan for multi -modal transportation and transit oriented development in
the City of Carmel. SKA is pleased to propose the following Urban Planning and Design
Services to assist the City with their endeavors.
These may include, but are not limited to the following:
1.0 Urban Planning and Design Services
1.1 Assistance with adopting into the C3 Plan the goals, objectives and key concepts of
the Carmel Multi -Modal System Plan, including Corridor and Public Space Guidelines;
1.2 Prepare Design Guidelines for multi -modal districts, nodes and corridors as proposed
and presented in the Carmel Multi -model System Plan;
1.3 Assist the City with planning efforts to assure future new and infill development in
central Carmel will support a transit orientation and multi -modal patterns per the Multi
modal Systems Plan;
1.4 Assist with strategies that identify potential key steps and projects that could lead to
plan implementation, coordinating with the IndyGo Bus Plan, Indy Connect, and the
MPO Regional Transportation Plan update;
2.0 Education, Public Communication and Public Engagement
2.1 Assistance with the education, public communication, public engagement, with
marketing and branding of the needs, advantages, and opportunities presented by the
Carmel Multimodal System Plan or a related Transit Feasibility Study;
2.2 Determination of business community needs with respect to placemaking and
multimodal transportation, including modification of a survey to solicit responses
geared to travel demands and patterns for the US 31, 116 and 96 Corridors;
2.3 Meetings with the City, stakeholders, and other City Consultants as needed.
Storrow Kinsella Associates Inc 212 West 10th Street StudioA440 Indianapolis Indiana 46202
voice 317.639.3420 fax 317.639.2425 e studio @storrowkinsella.com www.storrowkinsella.com L
MASTER AGREEMENT
Place -Based Transportation On -Call Services
City of Carmel (City)
Storrow Kinsella Associates Inc
Page 2
3.0 Transit Feasibility Study
3.1 Assist with Scope Determination and Implementation Strategies for a Transit
Feasibility Study;
3.2 Other work leading or contributing to a Transit Feasibility Study, including but not
limited to assistance with grant submittals and funding strategies, and meeting with
stakeholders and local officials;
3.3 Environmental Studies to prepare for Federal funding opportunities
4.0 Other tasks as identified by the City.
In consideration of the mutual promises between the City and SKA, the parties hereby agree
as follows:
Article 1. Effective Date
The effective date of this Agreement shall be the date entered above. Except as noted herein
the term of this agreement shall commence with the date first written after being signed by
both parties and terminate twenty -four months after that date.
Article 2. Task Orders.
A. Task Orders shall be used to describe the parties' mutual agreement on the scope of
the Services, Schedule, Compensation, and other particulars as stated therein. Task
Orders shall be in the general form shown in attached Exhibit "A
B. Task Orders are binding only after acceptance and execution by the duly authorized
representative of the firm and City. Each Task Order shall govern the parties' rights
and obligations with respect to each assignment, but all within the framework of this
Agreement. In the event of an inconsistency between the terms of any Task Order
and the terms of this Agreement, the terms of this Agreement shall prevail.
Article 3. Scope of Services.
SKA shall provide the Services described in Section A (Scope of Services) of each Task
Order.
Article 4. Schedule.
The SKA shall exercise its reasonable efforts to perform those Services within the time frame
set forth in Section B (Schedule) of each Task Order.
Article 5. Compensation.
The City shall pay SKA in accordance with each Task Order that represents specific
assignments. Invoices shall be due and payable upon receipt, as per the City's payment
cycle.
MASTER AGREEMENT
Place -Based Transportation On -Call Services
City of Carmel (City)
Storrow Kinsella Associates Inc
Page 3
A. SKA shall receive as payment for the work performed under this Contract the total
amount not to exceed fifteen thousand dollars ($15,000), unless an additional services
letter is executed by the parties which increases the maximum amount payable.
B. SKA will be paid for services performed on the basis of the aggregate total of the
actual hours of work performed by essential personnel exclusively working on this
Contract at the attached hourly rates plus direct non salary costs as approved by the
City. Direct non salary costs shall be the actual out of pocket costs expenses of SKA
directly attributable to this Contract, such as mileage and reproductions shown in
Exhibit B,
C. No allowance shall be made for overtime premium wages.
D. SKA may submit a maximum of one invoice voucher per calendar month for work
covered under this Contract per firm.
Article 6. City's Responsibility.
The City shall be responsible for all matters described in Section B (City's Responsibilities), of
each Task Order.
Article 7. Notice to Proceed.
Except as noted herein, the date first written after being signed by both parties of each Task
Order shall be considered the date of the notice to proceed.
Article 8. Nonexclusive Arrangement.
The City acknowledges and agrees that SKA routinely renders consulting and other services
to third parties. In that respect, SKA may continue to render professional services and other
services of a nature similar to those outlined in this agreement to third parties, subject to any
legal conflicts of interest.
Article 9. Notices.
Any notice required by this Agreement shall be made in writing to the address specified below
and confirmed by first class mail, fax, or email:
SKA: City:
Ms. Margaret Storrow, ASLA, Principal City of Carmel
Storrow Kinsella Associates, Inc. Mr. Michael Hollibaugh, Director
212 West 10 Street, Studio A440 Department of Community Services
Indianapolis, IN 46202 One Civic Square
storrow(a.storrowkinsella.com Carmel, Indiana 46032
tel (317) 639 -3420 mhollibaugh(a carmel.in.gov
fax (317) 639 -2425 tel 317- 571 -2417
cell (317) 697 -5250 fax (317- 571 -2426
Nothing contained in this article shall be construed to restrict the transmission of routine
communications between representatives of the City and SKA.
MASTER AGREEMENT
Place -Based Transportation On -Call Services
City of Carmel (City)
Storrow Kinsella Associates Inc
Page 4
Article 10. Termination or Suspension.
This Agreement may be terminated by either party upon written notice in the event of
substantial failure by the other party to perform in accordance with the terms of this
Agreement; provided, however, the nonperforming party shall have 14 calendar days from the
receipt of the termination notice to cure or to submit a plan for a cure acceptable to the other
party.
10.1 The City may terminate or suspend performance of this Agreement for the City's
convenience upon written notice to SKA. SKA shall terminate or suspend performance
of the Services on a schedule acceptable to the City, and the City shall pay SKA for all
the Services performed plus termination or suspension expenses. Upon restart of
suspended Services, an equitable adjustment shall be made to SKA's compensation
and the Schedule.
10.2 The provisions of this Article shall also apply to each individual Task Order, separate
and apart from any other Task Orders, and without terminating or otherwise affecting
this Agreement as a whole.
Article 11. Integration.
This agreement, including Exhibit A (incorporated by this reference), and subsequently issued
Task Orders (and their respective attachments, if any) represent the entire and integrated
agreement between the City and SKA. It supersedes all prior and contemporaneous
communications, representations, and agreements, whether oral or written, relating to the
subject matter of this Agreement.
Article 12. Governing Law.
This agreement shall be governed by and construed in accordance with the laws of the State
of Indiana.
Article 13. Severability.
The invalidity, illegality, or unenforceability of any provision of this Agreement or the
occurrence of any event rendering any portion or provision of this Agreement void shall in no
way affect the validity or enforceability of any other portion or provision of this Agreement. Any
void provision shall be deemed severed from this Agreement, and the balance of this
Agreement shall be construed and enforced as if it did not contain the particular portion or
provision held to be void. The parties further agree to amend this Agreement to replace any
stricken provisions with a valid provision that meets the intent of the stricken provision. The
provisions of this Article shall not prevent this entire Agreement from being void should a
provision which is of the essence of this Agreement be determined void.
Article 14. Successors and Assigns.
The City and SKA each binds itself and its successors, executors, and administrators,
permitted assigns, legal representatives and, in the case of a partnership, its partners, to the
other party to this Agreement and to the successors, executors, administrators, permitted
assigns, legal representatives, and partners of such other party in respect to all provisions of
this Agreement.
MASTER AGREEMENT
Place -Based Transportation On -Call Services
City of Carmel (City)
Storrow Kinsella Associates Inc
Page 5
Article 15. No Third Party Rights.
The Services provided for in this Agreement are for the sole use and benefit of the City and
SKA. Nothing in this Agreement shall be construed to give any rights or benefits to anyone
other than the City and the SKA.
Article 16. Ownership of the Documents and Intellectual Property.
Except as noted herein, documents prepared by SKA and furnished to the City as part of the
Services shall become property of the City; provided, however, that SKA shall have the
unrestricted right to their use. SKA shall retain copyright and ownership rights in its data
bases, computer software, and other proprietary property. Intellectual property developed,
utilized, or modified in the performance of the Services shall remain the property of SKA.
In witness whereof, the parties have executed this agreement as of the date first written.
STORROW KINSELLA ASSOCIATES INC
By: IV1Qs --8{ `T 97141,14/.
Title: Margaret T. Storrow, Principal
3 May 2010
date
CITY OF CARMEL
By:
Title: Mike Hollibaugh, Director, Department of Community Services
date
File Name:
X:10831- Carmel ActiveTransplA Adminl3- Contract \OnCalIICARMEL_ SKA _ON_CALL_MASTER_AGREEMENT.doc