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Rundell Ernstberger Associates, LLC
m 03 Rundell Ernstberger Associates LLC e7' Engineering Department 2010 Appropriation #202 -509; P.O. #27446 Contract Not To Exceed $10,500.00 AGREEMENT FOR PROFESSIONAL SERVICES APF'ElOV:D AS TO FORM BY 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 Rundell Ernstberger Associates, LLC, (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. [Zasbared Prof Svcs Goods Svcs&Engineering120101RUNDELL ERNSTBERGER ASSOC Prof sional Savices FORM R42009. doe :8/27/2010 2:29 PM] Rundell Ernstberger Associates, LLC Engineering Department 2010 Appropriation #202 -509; P.O. #27446 Contract Not To Exceed $10,500.00 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 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 202 -509 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 Ten Thousand Five Hundred Dollars ($10,500.00) (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. 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:\sharel\ProfSvcs Goods Svcs \Engmeerm g \2010 \RUNDELL ERNSTBERGER ASSOC Professional Services FORM Re22009.doc:8/27/2010 2:29 PM] Rundell Emstberger Associates, LLC Engineering Department 2010 Appropriation #202 -509; P.O. #27446 Contract Not To Exceed $10,500.00 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. [ZAshared\ProfSvcs Goods Svcs &Engineering\2010\RUNDELL ERNSTBERGER ASSOC Professional Services FORM Re32009.doc:8/27/2010 2 :29 PM] Rundell Ernstberger Associates, LLC Engineering Department 2010 Appropriation #202 -509; P.O. #27446 Contract Not To Exceed $10,500.00 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 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:\ hared\ProfSvcs Goods Svcs'Engineering @0101RUNDELL ERNSTBERGER ASSOC Professional Services FORM Ro412009. doe :S /27/2010 2 :29 PM] Rundell Ernstberger Associates, LLC Engineering Department 2010 Appropriation #202 -509; P.O. #27446 Contract Not To Exceed $10,500.00 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 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: Michael McBride PROFESSIONAL: Rundell Ernstberger Associates, LLC 429 E. Vermont Street, Suite 110 Indianapolis, Indiana 46202 ATTENTION: Kevin Osburn [Z:\ hared\ProfSvcs Goods Svcs \Engineering12010\RUNDELL ERNSTBERGER ASSOC Professional Services FORM Re52009.doc:8 /27/2010 2 :29 PM] Rundell Ernstberger Associates, LLC Engineering Department 2010 Appropriation #202 -509; P.O. #27446 Contract Not To Exceed $10,500.00 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 (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: \shared\Prof. Goods Svcs iEngineaing\2010\RUNDELL ERNSTBERGER ASSOC Professional Services FORM 142009.doc:8 /27/2010 2:29 PM] Rundell Emstberger Associates, LLC Engineering Department 2010 Appropriation #202 -509; P.O. #27446 Contract Not To Exceed $10,500.00 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 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:\shared\ProfSvcs Goods Svcs \Engineering12010\RUNDELL ERNSTBERGER ASSOC Professional Services FORM Rey 2009.doc:8l27RO10 2 :29 PM] Rundell Ernstberger Associates, LLC Engineering Department 2010 Appropriation #202 -509; P.O. #27445 Contract Not To Exceed $10,500.00 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA RUNDELL ERNSTBERGER ASSOCIATES, LLC by and through its Board of Public Works and Safety BY: BY: James Brainard, Presiding Officer A thorized Signature d' frNita Late q -t 1//i 6� sQ M P Printed Name: ary Burke, Member Title: Date: FID/TIN: .3.5 /4,520, Lori S. Wat n, Member SSN if Silt Pop tar: Date: q- is- k Date: f l b ATTES ►i. lit Tana Cordr y, 'AMC, c lerk- Treasurer Date: Q7I if) �Zhfia dtr Ss de Good:. S943 20SM UNDELL ERNSTBERGERASSOC Profparaeng SWnxci FORM Rs82149da.12720102.29 FM) U I I N D I A N A P O L I S 0 U Z Q RUNDELL ERNSTRERGER ASSOCIATES, LLC reainay©reaslte corn www reaslte com A. ®4 12 August 2010 a Mr. Michael McBride, P.E. City Engineer City of Carmel 1 Civic Square Carmel, IN 46032 re: CONSTRUCTION ADMINISTRATION SERVICES: Shelborne Road Landscaping Project 06 -21 City of Carmel, Indiana 0 Dear Mike: L As requested, Rundell Ernstberger Associates, LLC (REA) is pleased to submit the following proposal for construction administration services for the above project. This proposal is based w on review of the Construction Drawings, Special Provisions and correspondence /conversations we have had with Crossroads Engineering. PROJECT UNDERSTANDING: We have the following understanding of the scope of work for this project: 0 1. The City of Carmel wishes to engage the services of REA to provide construction administration services for construction of landscape enhancements at the following RAB's and street segments: Roundabout and associated splitter island landscape /hardscape treatments for Shelborne Road and 121 Street, Shelborne Road and 126th Street, and Shelborne Road and 1315t Street; Median and shoulder landscape treatment for Shelborne Road from Homestretch Drive to 126th Street, and 131St Street from Aberdeen Bend to Shelborne Road. 2. REA will utilize construction drawings, special provisions, addendums, and contractor submittals to provide Construction Observation services for the oversight of landscape construction to ensure a high quality installation. 3. Certain special provisions were unintentionally omitted from the Bid Documents. It is our understanding that the City will prepare and execute a change order to include these provisions in the contract. REA considers these provisions crucial to our ability to ensure a quality finished product. w 4. The project schedule calls for final completion by May 31st, 2011. Our proposal is based upon this duration of work. W SCOPE OF WORK: Based on the above understanding, we propose the following scope of work: Construction Administration: REA will provide construction administration services during the construction period. This work will include attendance at the preconstruction meetings, interpretation /clarification of plans, review /approval of shop drawings and submittals, approval of plant material layout, and review and approval of construction work. REA will provide review and approval for payment of z a 429 E. VERMONT STREET SUITE 110 INDIANAPOLIS. INDIANA 46202 TE 13171 263.0127 FX 1317] 263.2080 Z M U N C I E O F F I C E T E 7 6 5 7 4 7 9 7 3 7 F X 7 6 5 7 4 7. 5 0 5 3 EXHIBIT A- n Z Y Shelborne Road Landscape page 2 of 2 payment request submittals. REA will also conduct a one -year warranty walk through of the project. COMPENSATION: We propose a fee of $10,500 for this work. Services will be invoiced on an hourly basis; fees will not be exceeded without prior written approval from the City of Carmel. The above fee includes an allowance of $500.00 for project related expenses (printing, mileage, postage, etc.). These expenses will be invoiced against this amount according to the attached schedule. Additional services and expenses beyond those indicated herein will be billed per our standard rates in effect at the time services are rendered or on a negotiated fee basis. Such services will be performed only when authorized in advance. If the terms of this proposal are agreeable to you, your signature below will constitute a satisfactory form of agreement between Rundell Ernstberger Associates, LLC and the City of Carmel. Please return one (1) original copy to this office. Should you elect to utilize a different form of agreement, please attach a copy of this letter as an exhibit. If you have any questions or concerns regarding this proposal, please call me. Thank you for the opportunity to provide you with this proposal. We look forward to continuing our work together on this project. Sincerely, Kevin Osburn, ASLA Principal attachment: REA Standard Fee and Reimbursement Schedule Accepted: CITY OF CARMEL By: Date: EXHIBIT