Clark Dietz/Eng/37,000/Retail Pkwy Construction Inspection CIark.11i en, Inc.
-.Engineering- 2013
:\ppropriation#919-5023990; P.0.#25282
Contract Not To Exceed $37.000.00
1st itOptt,
AGREEMENT FOR PROFESSIONAL SERVICES " A
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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 (hereinafter 11Professional").
RECITALS
WHEREAS City owns and is responsible for the operation and maintenance of its property, personnel, public
works and infrastructure; and
WHEREAS, from time to time, City needs professional assistance in fulfilling its foregoing responsibilities;
and
WHEREAS, Professional is experienced in providing and desires to provide to City the professional services
("Services") referenced herein; and
WHEREAS, City desires to engage Professional as an independent contractor for the purpose of providing to
City the Services referenced herein;
NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions set forth
herein, City and Professional mutually agree as follows:
SECTION 1. INCORPORATION OF RECITALS
The foregoing Recitals are hereby incorporated into this Agreement and made a part hereof.
SECTION 2. SCOPE OF SERVICES
2.1 City desires to engage Professional as an independent contractor for the Services set forth in attached
Exhibit A, incorporated herein by this reference.
2.2 Professional understands and agrees that City may, from time to time, request Professional to provide
additional or modified Services to City. When City desires additional Services from Professional, the City
shall notify Professional of such additional Services desired, as well as the time frame in which same are to
be provided. Only after City has approved Professional's time and cost estimate for the provision of such
additional Services, has encumbered sufficient monies to pay for same, and has authorized Professional, in
writing, to provide such additional Services, shall such Services be provided by Professional to City. A copy
of the City's authorization documents for the purchase of additional Services shall be numbered and attached
hereto in the order in which they are approved by City.
2.3 Time is of the essence of this Agreement.
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Clark-Dietz. Inc.
' ' Engineering-2013
Appropriation#919-5023990; P.O.#25282
Contract Not To Exceed$37,000.00
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 919-5023990 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 Thirty Seven Thousand Dollars ($37,000.00) (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 thirty five (35)
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.
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Clark Dietz. inc.
Engineering-2013
Appropriation#919-5023990: P.O.#25282
Contract Not To Exceed $37,000.00
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, 2013, 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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. Clark Dietz. Inc.
' Engineering- 2013
Appropriation#919-5023990: P.O.#25282
Contract Not To Exceed $37.000.00
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.
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.
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Clark Dietz, Inc.
Engineering-2013
Appropriation#919-5023990: P.O.#25282
Contract Not To Exceed $37.000.00
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 E-Verify
Pursuant to I.C. § 22-5-1.7 et seq., Professional shall enroll in and verify the work eligibility status of all of its
newly-hired employees using the E-Verify program, if it has not already done so as of the date of this
Agreement. Professional is further required to execute the attached Affidavit, herein referred to as Exhibit D,
which is an Affidavit affirming that: (i) Professional is enrolled and is participating in the E-verify program, and
(ii) Professional does not knowingly employ any unauthorized aliens. This Addendum incorporates by
reference, and in its entirety, attached Exhibit D. In support of the Affidavit, Professional shall provide the City
with documentation that it has enrolled and is participating in the E-Verify program. This Agreement shall not
take effect until said Affidavit is signed by Professional and delivered to the City's authorized representative.
Should Professional subcontract for the performance of any work under this Addendum, the
Professional shall require any subcontractor(s) to certify by affidavit that: (i) the subcontractor does not
knowingly employ or contract with any unauthorized aliens, and (ii) the subcontractor has enrolled and is
participating in the E-verify program. Professional shall maintain a copy of such certification for the duration
of the term of any subcontract. Professional shall also deliver a copy of the certification to the City within
seven (7) days of the effective date of the subcontract.
If Professional, or any subcontractor of Professional, knowingly employs or contracts with any
unauthorized aliens, or retains an employee or contract with a person that the Professional or subcontractor
subsequently learns is an unauthorized alien, Professional shall terminate the employment of or contract with
the unauthorized alien within thirty (30) days ("Cure Period"). Should the Professional or any subcontractor of
Professional fail to cure within the Cure Period, the City has the right to terminate this Agreement without
consequence.
The E-Verify requirements of this Agreement will not apply, should the E-Verify program cease to exist.
7.12 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.
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Clark Dietz. Inc.
' Engineering- 2013
Appropriation#919-5023990: P.O.#25282
Contract Not To Exceed$37.000.00
7.13 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 Engineering Carmel City Attorney
One Civic Square One Civic Square
Carmel, Indiana 46032 Carmel, Indiana 46032
ATTENTION: Mike McBride
PROFESSIONAL:
Clark Dietz, Inc.
8900 Keystone Crossing, Suite 900
Indianapolis, IN 46240
Phone: 317-844-8900
E-Mail: doug.valmore@clarkdietz.com
ATTENTION: Doug Valmore
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.
7.14 Effective Date.
The effective date ("Effective Date") of this Agreement shall be the date on which the last of the parties
hereto executes same.
7.15 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.
7.16 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.
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Clark Dietz, Inc.
' Engineering- 2013
Appropriation#919-5023990; P.O.#25282
Contract Not To Exceed $37,000.00
7.17 Non-Assignment.
Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without City's
prior written consent.
7.18 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.
7.19 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.
7.20 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.
7.21 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.
7.22 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.
7.23 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.
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Clark,Dietz. Inc.
Engineering-2013
Appropriation#919-5023990: P.O.#25282
Contract Not To Exceed$37,000.00
7.24 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.
7.25 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.
7.26 IRAN CERTIFICATION.
Pursuant to I.C. § 5-22-16.5, the Consultant shall certify that, in signing this document, it does not engage in
investment activities within the Country of Iran.
(remainder of page intentionally left blank)
•
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Clark Dietz, Inc.
Engineering-2013
Appropriation#919-5023990, P.O.W25282
Contract Not To Exceed$37,000.00
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA Clark Dietz, Inc.
by and through its Board of Public
Works and Safety
BY: BY:
t `l�G^'
James Brainard, Presiding • lice Authorized Signature
Date:
Printed Name: Do 06 VAL MORE
-41!9 I Title: VICE Pia 6S/0 nit)T
M.ry An Burke, Member
Date: IC -? ./ 3 FID/TIN: 3 7- I Z I ZDs 1
Last Four of SSN if Sole Proprietor:
Lori S. als. , e ber Date: 9►- i 1- 13
Date: /0 a- r...3
ATTEST:
-Aerie
D'4na Cordray, IAMC, CI:' -Treasurer
Date: 70 a(J/3
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ENGINEERS
July 8, 2013
Mike McBride, P.E.
City Engineer
City of Carmel
One Civic Square
Cannel, IN 46032
Re: Retail Parkway Extension
Proposal for Construction Observation Services
Dear Mr. McBride:
This letter serves as our proposal to perform part-time construction observation services
related to the above referenced project. These services include Pre-Construction Conference
attendance and minutes, early coordination with all stakeholders, on-site construction
observation, any required testing, shop drawing processing, payment request review,
construction records, final walk thru-punch list, and overall project management. Services
also include any required coordination with INDOT, since Michigan Road is under INDOT
jurisdiction.
We propose to perform the part-time construction observation services based on an hourly
billing rate, not to exceed fee amount of$37,000. For your information and review, attached
is the man-hour fee breakdown.
We appreciate the opportunity to provide these services to the City, and we look forward to
continuing to work with you on this project. Please contact us if you have any questions.
Sincerely,
Clark Dietz, Inc.
J
Doug lmore, P.E.
Vice President
Exhibit A-
Clurk Dices,Inc. 99119 Keystone Crossing,Stine 900 Indianapolis, Indiana 46240 I 317 844 S000 P.319 343.9159
Construction Observation Pail I of I
CliiittilltZ
ate. . ..
ENGINEERS
Retail Parkway Extension, Carmel, IN
Construction Observation Man-Hours I '
7/8/2013 ----I —
Resident
Project Project
CATEGORIES OF WORK Manager Representative Inspector
CONSTRUCTION OBSERVATION: Part-Time
Preconstruction Conference 2 4
Month I 6 60 12
Month 2 4 100 16
Month 3 4 100 16
TOTAL HOURS 16 264 44
Hourly Rate $ 160.00 $ 110.00 $ 85.00
Payroll Cost $ 2,560.00 $ 29,040.00 $ 3,740.00 $ 35,340.00
Direct Expenses $ 1,660.00_
Mileage $ 0.55 mile 1200 $ 660.00
Misc. Expenses(photocopies, supplies,etc.) $ 1,000.00 lump sum I $ 1,000.00
TOTAL FEE $ 37,000.00
I I I 1 I $ 37,000.00
Exhibit_
Clark Dietz,Inc. Retail Parkway Extension_Fee Justification_Construction_I 30708.'Is