CSO Architects - 126thStreet ExtensionCSO Architects
126t Street Extension
Engineering
AVI4 00- �6\6 •
APPROVED, M 0
FORM BY:
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 CSO Architects
Engineers & Interiors (hereinafter, "Professional ").
RECITALS
WHEREAS, City owns and is responsible for its public works, which
responsibility includes, by way of illustration and not by way of limitation, the planning,
design, construction, operation and maintenance of the City's infrastructure system; and
WHEREAS, from time to time, City needs professional services to assist it in
effectively and efficiently fulfilling its foregoing responsibilities; and
WHEREAS, Professional is experienced in providing the professional services
covered by this Agreement which relate to the planning, design, construction, operation
and/or maintenance of City's infrastructure systems; and
WHEREAS, City desires to engage Professional as an independent contractor for
the purpose of providing to City, on a non - exclusive basis, the professional services
referenced herein; and
WHEREAS, Professional is qualified and desires to provide City with such
professional services as City may request in writing from time to time.
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
professional services ( "Services ") set forth in Exhibit A, as attached hereto and
incorporated herein. Professional desires to provide to City said Services.
2.2 Professional understands and agrees that, notwithstanding anything to the contrary
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set forth herein, no Services or work of any kind shall be commenced by
Professional under or pursuant to this Agreement until Professional receives a
written Notice To Proceed from City, and that no compensation will be due or
paid to Professional by City for any Services or work performed prior to the date
on which such Notice To Proceed is provided to Professional by City.
2.3 Professional acknowledges that it has read and understands this Agreement, and
that Professional's written acceptance and/or provision of any Services hereunder
shall constitute Professional's acceptance of this Agreement and all of its terms
and conditions.
2.4 Professional understands and agrees that City may, from time to time, request
Professional, on a non - exclusive basis, to provide additional professional services
to assist City in the planning, design, construction, operation and/or maintenance
of its infrastructure system. The scope of such additional services to be provided
by Professional to City shall be as requested and defined, in writing, by the Mayor
or his duly authorized representative. When City desires additional services from
Professional, the Mayor or his duly authorized representative shall notify
Professional and set forth the scope of such additional services desired as well as
the time frame in which such services are to be rendered. Professional shall then
provide, at no cost to City, an estimated cost for such additional services, as well
as the date by which such additional services will be provided. Only after the
Mayor and/or his duly authorized representative as approved Professional's time
and cost estimate for the provision of such additional services shall Professional
be authorized to commence same, the description of which additional services
shall be set forth in written documents which shall be numbered and attached
hereto in the order approved.
2.5 Professional understands and agrees that City reserves the right, at any time, to
direct changes, or cause Professional to make changes in the Services provided, or
to otherwise change the scope of the work covered by this Agreement, and
Professional agrees to promptly make such changes. Any difference in price or
time of performance resulting from such changes shall be equitably adjusted by
City and Professional after receipt of documentation from Professional in such
form and detail as City may require.
2.6 Professional expressly warrants that all Services covered by this Agreement will
conform to the specifications, drawings, samples, instructions, directions and/or
descriptions furnished to or by City to Professional, and that such Services will be
performed in a timely, good and workmanlike manner and free from defects.
2.7 Professional acknowledges and agrees that it knows of City's intended use and
expressly warrants that all Services covered by this Agreement which have been
selected, provided or performed by Professional, based upon City's stated use,
will be fit and sufficient for the particular purposes intended by City.
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2.8 Time is of the essence of this Agreement.
SECTION 3. CITY'S RESPONSIBILITIES
3.1 Upon its request of Professional for a time and cost estimate for the Services
and/or additional services to be provided hereunder, City shall provide such
criteria and information with respect to the Services and/or additional services as
are reasonably necessary for Professional to understand the specific Services
and/or additional services requested and to provide a time and cost estimate
thereon.
3.2 Once Professional's time and cost estimate for the Services has been accepted,
City shall:
3.2.1 Furnish to Professional, upon request, such studies, reports and other
available data in City's possession that City considers reasonably pertinent to the
Services to be provided, and which Professional shall be entitled to rely upon in
performing the Services unless, in its review of same, Professional determines
that such information is not consistent and fails to promptly so notify City; and
3.2.2 Arrange and make all provisions for Professional to enter upon public and
private property as reasonably required for Professional to perform the Services;
and
3.2.3 Make available to Professional for consultation, as needed, such
individuals as are necessary for Professional to provide the Services to City.
3.3 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 Once requested by City, Professional shall provide, within five (5) business days
thereafter, a time and cost estimate and/or a request for specific information
necessary to provide same to City.
4.2 Once City has accepted Professional's time and cost estimate for the Services,
such Services shall be performed pursuant to the terms of this Agreement, within
such time and cost estimate, and pursuant to any other terms and conditions
specifically enumerated in any Services description which may be attached hereto.
4.3 Professional shall coordinate its performance, in the form of physical meetings
and/or written status reports, with the Mayor or his duly authorized representative,
pursuant to a mutually agreeable schedule and/or as circumstances dictate.
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4.4 Professional shall provide the Services by following and applying at all times the
highest professional and technical guidelines and standards.
SECTION 5. COMPENSATION
5.1 As full and complete compensation for the Services performed by Professional
hereunder, and subject to the terms and conditions contained in this Agreement,
including, but not limited to, the termination provisions set forth in paragraph 7.2
hereinbelow, City shall pay Professional the amounts set forth in Exhibit A.
5.2 Professional shall submit an invoice to City every thirty (30) days for Services
provided City during the time period encompassed by such invoice. City shall
pay Professional for all undisputed Services rendered and stated on such invoice
within thirty (30) days after the date of City's receipt of same. If the undisputed
portion of an invoice amount is not paid within thirty (30) days of its receipt by
City, Professional shall so notify the City, in writing. If such undisputed portion
of the invoice amount is not thereafter paid within five (5) business days after
City's receipt of such written notice, then a late charge in a sum equal to one
percent (1 %) of such unpaid and undisputed invoice amount shall accrue and be
immediately due and payable as a separate debt for each month same remains
unpaid.
5.3 In the event an invoice amount is disputed, City shall so notify Professional. If
such dispute is not resolved to City's satisfaction within ten (10) business days
after notice of such dispute is sent by City to Professional, City shall pay such
amount, under protest, into the City Court of Carmel, which Court shall hold such
money until notified of a resolution signed by both parties hereto or the entry of a
final judgment thereon.
5.4 City, in its sole discretion, may agree to pre -pay all or any portion of the
compensation to be paid Professional as a result of its provision of the Services
hereunder, which pre - payment shall be expressly contingent upon and subject to
an accounting and reconciliation by and between the parties at such time as the
Services are fully performed, this Agreement is terminated and/or upon City's
request. Professional agrees to immediately disgorge to City any prepayment
amount it has received from City for Services that are disputed by City.
5.5 If additional professional services are required and Professional wishes to hire
outside sources for the performance of same, Professional shall so notify City, in
writing and in advance of the engagement of such outside sources, with an
explanation of the need and the qualifications of same. If City consents to such
outside sources, which consent shall not be unreasonably withheld, City shall
reimburse Professional for the actual cost of such outside services, which
reimbursement sum shall be subtracted from the amount of compensation due
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Professional from City hereunder. Professional understands and agrees that any
and all outside sources so hired shall be employees or contractors of Professional
only. Professional warrants and indemnifies City for and from any and all costs,
fees, expenses and/or damages incurred by City as a direct or indirect result of the
services or use by Professional of outside sources. This indemnification
obligation shall survive the termination of this Agreement.
SECTION 6. TERM
Subject to the termination provisions set forth in Section 7.2 hereinbelow, this
Agreement shall be in effect through December 31, 1997, and shall thereafter, on
the 1 st day of January in each subsequent year, automatically renew for a period of
one (1) year, unless earlier terminated in accordance with the terms and conditions
hereof.
SECTION 7. MISCELLANEOUS
7.1 City Property.
Any and all documentation (other than original tracings and calculations)
generated by Professional pursuant to this Agreement shall be considered City's
exclusive property and shall be disclosed only to City and to no other person
without City's prior written consent. Professional shall keep confidential all
working and deliberative material pursuant to IC 5- 14 -3 -4.
7.2 Termination.
7.2.1 The obligation to provide Services under this Agreement may be
terminated by City or Professional without cause upon thirty (30) days'
written notice to the other party .
7.2.2 The obligation to provide Services under this Agreement may also be
terminated by City for cause, or upon City's failure to appropriate moneys
sufficient to pay for all of the Services to be rendered hereunder,
immediately upon Professional's receipt of City's notice to cease all
Services.
7.2.3 In the event of Agreement termination, and as full and complete
compensation hereunder, Professional shall be paid for all Services
rendered and expenses incurred to date of termination that are not in
dispute, less any reasonable attorney fees, costs and other damages
incurred by City in the enforcement of its termination rights hereunder.
Disputed compensation amounts shall be resolved as set forth in paragraph
5.3 hereinabove.
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7.3 Binding Effect.
City and Professional, and their respective officers, officials, agents, partners,
successors, executors, administrators, assigns and legal representatives are bound
to the other and to its officers, agents, partners, successors, executors,
administrators, assigns and legal representatives, in all respects as to all
covenants, agreements and obligations of this Agreement not illegal nor otherwise
unenforceable in law or equity.
7.4 No Third Party Beneficiaries.
Nothing contained herein shall be construed to give any rights or benefits
hereunder to anyone other than City and/or Professional.
7.5 Relationship.
The relationship of the parties hereto shall be as provided for in this Agreement,
and Professional shall in no fashion be deemed to be an employee of City. In this
regard, Professional and all of its agents, employees, contractors, outside sources
and other persons shall not be employees of City. Furthermore, Professional
shall have the sole responsibility to pay to or for its agents, employees,
contractors, outside sources and other persons all statutory, contractual and other
benefits and/or obligations as they become due, and City shall not be responsible
for same. Rather, the compensation to be paid hereunder by City to Professional
shall be the full and maximum amount of compensation and moneys required of
City to be paid to Professional hereunder. Professional hereby warrants and
indemnifies City for and from any and all costs, fees, expenses and/or damages
incurred by City as a direct or indirect result of any statutory, contractual or other
claim for wages, benefits or otherwise by any agent, employee, outside source,
contractor or other person of Professional regarding or related to the subject
matter of this Agreement. This indemnification obligation shall survive the
termination of this Agreement.
7.6 Insurance.
Professional shall procure and maintain, with an insurer licensed to do business in
the State of Indiana and reasonably acceptable to City, Professional Responsibility
Insurance and such other insurance as is necessary for the protection of City and
Professional from any and all claims for damages or otherwise under workers'
compensation, occupational disease and/or unemployment compensation acts,
because of errors and omissions, because of bodily injury, including, but not
limited to, personal injury, sickness, disease or death of any and all of
Professional's employees, agents, contractors, outside sources and other persons,
and/or because of injury to or destruction of property, including, but not limited
to, any loss of use resulting therefrom. The coverage amounts shall be no less
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than those amounts set forth on attached Exhibit B. Professional shall cause its
insurers to name City as an additional insured on all such insurance policies
(except on its Professional Responsibility Insurance policy), promptly provide
City with copies of all such policies, and provide that such policies will not be
canceled without thirty (30) days' prior written notice to City.
7.7 Price Terms.
Professional warrants and agrees that all of the prices, terms and warranties
granted by Professional herein are at least as favorable to City as those offered by
Professional to other customers purchasing similar services under the same
material terms and conditions. Professional agrees that it will pass on to City all
discounts, rebates and/or savings that it receives as a result of this Agreement or
the Services hereunder provided.
7.8 Force Majeure.
Any delay or failure of either party to perform its obligations hereunder shall be
excused if, and to the extent, that it is caused by an event or occurrence beyond
the reasonable control of the party and without its fault or negligence, such as, by
way of example and not by way of limitation, acts of God, actions by any
governmental authority (whether valid or invalid), fires, floods, windstorms,
explosions, riots, natural disasters, wars, sabotage, labor problems (including, but
not limited to, lockouts, strikes and slowdowns), inability to obtain power,
material, labor, equipment or transportation, or court injunction; provided that
written notice of such delay (including the anticipated duration of the delay) shall
be given by the affected party to the other party within five (5) business days after
discovery of the cause of such delay. During any such period of delay or failure
to perform by Professional, City, in its sole option, may purchase some or all of
the Services from other sources and reduce the Services requested of Professional
hereunder by such degree, without liability to Professional, or have Professional
provide some or all of the Services from other sources at times requested by City
and at the prices set forth in this Agreement.
7.9 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 of record and Professional fails to
remove it within fifteen (15) days after the date of filing thereof, by payment or
bonding, City shall have the right to pay such lien or obtain such bond, all at
Professional's sole cost and expense. Professional shall indemnify and hold
harmless City from and against any and all liabilities, losses, claims, costs,
attorney fees, expenses and/or damages incurred by City in connection with any
such lien or the removal thereof. This indemnification obligation shall survive the
termination of this Agreement.
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7.10 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 (or such shorter period of time as is
commercially reasonable under the circumstances) after receipt of written notice
from City specifying such failure or breach; or (d) becomes insolvent, files, or has
filed against it, a petition in bankruptcy, for receivership or other insolvency
proceeding, makes a general assignment for the benefit of creditors or, if
Professional is a partnership or corporation, dissolves, each such event
constituting an event of default hereunder, City shall have the right to, among
other things, (1) terminate all or any part of this Agreement, without liability to
Professional; (2) perform or obtain, upon such terms and in such manner as it
deems appropriate in its sole discretion, the Services which were to be provided
by Professional and Professional shall be liable to City for any excess costs to
City in performing or obtaining the same or similar Services; and/or (3) exercise
any other right or remedy available to City at law or in equity.
7.11 Setoff.
In addition to any right of setoff provided by law, all amounts due Professional
shall be considered net of indebtedness of Professional to City; and City may
deduct any amounts due or to become due from Professional to City and its
subsidiaries from any sums due or to become due from City to Professional
hereunder.
7.12 Government Compliance.
Professional agrees to comply with all present and future federal, state and local
laws, executive orders, rules, regulations, codes and ordinances which may be
applicable to Professional's performance of its obligations under this Agreement,
and all relevant provisions thereof are incorporated herein by this reference.
Professional agrees to indemnify and hold harmless City from any and all losses,
damages, costs, attorney fees and/or liabilities resulting from any violation of such
law, order, rule, regulation, code or ordinance. This indemnification obligation
shall survive the termination of this Agreement.
7.13 Indemnification.
Professional shall indemnify and hold harmless City and its officers, officials,
employees, agents, assigns and legal representatives from any and all losses,
liabilities, claims, judgments and liens, including, but not limited to, all damages,
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costs, expenses and attorney fees arising out of any intentional or negligent act or
omission of Professional and/or any of its employees, agents, outside sources,
contractors or other persons in the performance of this Agreement, or otherwise.
The failure to do so shall constitute a material breach of this Agreement. This
indemnification obligation shall survive the termination of this Agreement.
7.14 Discrimination Prohibition.
Professional represents and warrants that it and each of its employees, agents,
contractors, outside sources and other persons shall comply with all existing laws
of the United States, the State of Indiana and City 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. City reserves the right to collect a penalty as provided in IC 5-
16-6-1 for any person so discriminated against. This indemnification obligation
shall survive the termination of this Agreement.
7.15 Severability.
If any provision or portion of this Agreement is held to be invalid, illegal or
unenforceable by a court of competent jurisdiction, that provision or portion
thereof shall be stricken, and all other provisions of this Agreement which can
operate independently of such stricken provision shall continue in full force and
effect.
7.16 Notice.
Any notice, invoice, order or other correspondence required or allowed to be sent
pursuant to this Agreement shall be in writing and either hand - delivered or sent by
first -class U.S. mail, postage prepaid, addressed to the parties at the following
addresses:
CITY:
City of Carmel
One Civic Square
Carmel, IN 46032
ATTN: M. Kate Boyle, PE
(with a copy to the City Attorney,
Department of Law, same address)
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PROFESSIONAL:
CSO Architects
9100 Keystone Crossing
Suite 200
Indianapolis, Indiana 46240
ATTN: Les S. Olds, AIA
CSO Architects
126t Street Extension
Engineering
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as
follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety:
BY:
Billy alker, Men ter
Date: a6 `'7
ATTEST:
d. eft„ /!
Diana Cordray, Clerk - Treasure
Date: G/y7
CSO ARCHITECTS, ENGINEERS &
INTERIORS:
BY:
Printed Name: L-0S S_ QL.pS
Title: C a.J
Date: (l / b ?7
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EXHIBIT "A"
This project will include the survey, design and engineering services for the pro
Street corridor extension and Range Line Road reconfiguration to support the new
Carmel City Center.
This work will provide the City of Carmel the necessary construction documents to publicly bid
the road work, as well as to be able to provide the basis for the balance of the design and
engineering effort on the Carmel City Center as it proceeds.
PHASE I - SURVEY WORK
Woolpert will be responsible for survey work consisting of aerial photogrammetry
methods with supplemental ground control. The entire area to be developed (160
acres) including Range Line Road (3,800 feet) and the extension of 126th Street (3,400
feet) will be mapped at a scale of 1"=50' with 1' contours. Also, high altitude
photography (1 "= 1,000' contact prints) will be obtained of an area extending from
Keystone Avenue to US 31 approximately 1 mile in width. This will show how the future
extension of 126th Street and the east/west continuity may be accomplished as
development occurs. Services include:
Property Research
LS Review
Utilities Coordination
Section Corner Ties
Bench Circuit
Survey Control
Set & Reference Survey Lines
Aerial Photography Control
Centerline Profiles
Existing Sewer and Utilities
Property Line & R/W Determination
Mapping
Development Site Survey Fee
Roadways Survey Fee
PHASE II - DESIGN AND PROJECT MANAGEMENT
$15,015.00
$11,275.00
The final schematic design studies for the parking deck, as well as the surface and
parking areas, for the space to determine the building pads for the various buildings to
be constructed either by the development community or by the City of Carmel. The
architectural schematic plan will reflect in detail the sections through the site and the
necessary elevations of the parking garage, along with framing and bay sizes for the
most economical layout. Included will be the focus on the necessary parking, as well
as recommended curb cuts off of Range Line Road and 126th Street. Also included will
be a streetscape study of Range Line Road with the necessary islands, walks,
recommended lighting, and intersection design concepts. 126th Street will be laid out to
reflect the various anticipated traffic flows with islands, lighting, walks.
Page 1 of 3
EXHIBIT "A" (Continued)
Also included will be landscape concepts for the area and the recommended phasing of
the various site construction tasks, as well as statement of probable cost for
construction of the proposed mixed use development.
Schematic Design Fee
Model
PHASE III - ENVIRONMENTAL
$45,000.00
$10,000.00
An environmental document will be prepared as an overview identifying potential
environmental concerns. The report will consider the wetland issue in the northwest
area of the project site. The report will also evaluate potential archeological sites and
any other conditions present will be discussed and recommendations made for dealing
with potential problems.
Archeological Records Check/Reconnaissance
Wetland Delineation (Note: Wetland mitigation is not included)
Environmental Overview
Development Site Fee $4,840.00
Roadways Fee $6,160.00
PHASE IV - DESIGN DEVELOPMENT OF ROADWAYS
Road /street plans will be prepared for the extension of 126th Street to approximately
2,800 feet west of Range Line Road and for reconstruction of Range Line Road
approximately 1,000 feet north of and 2,800 feet south of 126th Street. Plans will be
developed for a four -lane facility with 16 -foot minimum median, curbs, storm drainage,
etc. Sidewalks, bikeways and landscaping will be incorporated into the plans per
direction of CSO. Signalization plans will be necessary for the revised intersection at
126th Street and Range Line Road. Proper crossings /intersections with the Monon Trail
and Third Avenue will be incorporated into the plans.
Preliminary Plans - Preliminary Plotting
Alignment Determination
Grade /Drainage Review
Coordination with Utilities
Preliminary Signal Plans
Preliminary Field Review
Design Public Hearing or Information Meeting
Fee $74,800.00
Page 2 of 3
EXHIBIT "A" (Continued)
PHASE V - FINAL ROADWAY CONSTRUCTION PLANS
Final Plans - Final Drainage Plans
Final R/W Plans (Except R/W Engineering)
Final Signal Plans
Final Field Review
Final Office Review
Submit Originals
Fee
$41,800.00
In addition to the above will be the normal reimbursable expenses for printing, documentation,
travel, courier, etc., per the attached sheet. The cost of these expenses is estimated to be
$15,000.00.
Total Project Estimated Cost
$223,890.00
The cost breakdown for the City Center work and roadway work is as follows for internal city
accounting formats:
1. Street and Road Work Design
and Construction Documents
2. Carmel City Center Design Efforts:
$ 11,275.00
6,160.00
74, 800.00
41, 800.00
6,000.00
(survey)
(environmental)
(design)
(const. doc.)
(reimbursable)
$140,035.00
$ 15,015.00
4,840.00
45, 000.00
9,000.00
10,000.00
(survey)
(environmental)
(design)
(reimbursable)
(model)
$ 83, 855.00
3. This proposed fee does not include post design services or bidding services, although
these items can be added as additional services.
Page 3 of 3
HOURLY RATE SCHEDULE
Effective through 6/30/97
A/E Principal /Associate Principal
A/E Project Manager
Interior Design Principal
Project Engineer
Interior Design Project Manager
Project Architect
Technician I
Technician II
Technician III
Technician IV
Administrative Services
$95.00 per hour
85.00 per hour
85.00 per hour
85.00 per hour
75.00 per hour
75.00 per hour
65.00 per hour
55.00 per hour
45.00 per hour
35.00 per hour
30.00 per hour
CSO Architects
126th Street Extension
Engineering
EXHIBIT B
INSURANCE COVERAGES
Worker's Compensation & Disability Statutory Limits
Employer's Liability:
Bodily Injury by Accident:
Bodily Injury by Disease
Bodily Injury by Disease
Property damage, contractual liability,
products- completed operations:
$ 100,000 each accident
$ 500,000 policy limit
$ 100,000 each employee
General Aggregate Limit (other than
Products /Completed Operations): $2,000,000
Products /Completed Operations: $2,000,000
Personal & Advertising Injury
Limit: $1,000,000
Each Occurrence Limit: $1,000,000
Fire Damage (any one fire): $ 50,000
Medical Expense Limit
(any one person): $ 5,000
Comprehensive Auto Liability
Owned, hired and non -owned each accident
Bodily Single Limit: $1,000,000
injury and property damage
Umbrella Excess Liability
Each occurrence and aggregate
Maximum Deductible
Owner's Protective Insurance:
$2,000,000
$ 10,000
Per Occurrence: $2,000,000
Aggregate: $2,000,000