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HomeMy WebLinkAboutAmerican Structurepoint/Monon Trail/24,900 Arierican Structurepoint,Inc. Carmel Redevelopment Commission and Carmel Redevelopment Department-2014 Appropriation#902-4460807;P.O.#31768 Contract Not To Exceed$24,900.00 i4R�Op� ` 11 11 AGREEMENT FOR PROFESSIONAL SERVICES \\Oo THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement') is hereby made and entered into by and between the City of Carmel, Indiana, Redevelopment Commission (hereinafter "City"), and American Structurepoint, Inc. (hereinafter"Professional"). RECITALS WHEREAS CRC owns and is responsible for the operation and maintenance of its property, personnel, public works and infrastructure;and WHEREAS, from time to time, CRC needs professional assistance in fulfilling its foregoing responsibilities; and WHEREAS, Professional is experienced in providing and desires to provide to CRC the professional services ("Services') referenced herein; and WHEREAS, CRC desires to engage Professional as an independent contractor for the purpose of providing to CRC the Services referenced herein; NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions set forth herein,CRC 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 CRC 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 CRC may, from time to time, request Professional to provide additional or modified Services to CRC. When CRC desires additional Services from Professional, the CRC shall notify Professional of such additional Services desired, as well as the time frame in which same are to be provided. Only after CRC 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 CRC. A copy of the CRC's authorization documents for the purcti, sp,of,,additional Services shall be numbered and attached hereto in the order in which they are approvedby CRC. '" A 2.3 Time is of the essence of this Agreement. {iVun.pp.lban dw•.dninV.AWV.hvdTontruts,itd,Sm&G.,.1,S.atSCRCVO{-AMER!CAN 5TRLCTUREPOW4 Monon MU.2 3rd Aye Intl Cmnwi.o,Jr-JULPr144,59 AMA American Structurepoint,Inc. Cannel Redevelopment Commission and Carmel Redevelopment Department-2014 Appropriation#9024460807;P.O.#31768 Contract Not To Exceed$24,900.00 SECTION 3. CRC'S RESPONSIBILITIES , 3.1 CRC shall provide such information as is reasonably necessary for Professional to understand the Services requested. 3.2 CRC shall provide all data required for provision of Services. Professional may assume that all data so provided is correct and complete. 3.3. CRC shall arrange for Professional to enter upon public and private property as reasonably required for Professional to perform the Services. 3.4 CRC shall designate payment of the Services from appropriate CRC budget appropriation number 4460807 funds. 3.5 CRC shall designate its Executive Director or his duly authorized representative to act on CRC'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 CRC its performance of the Service . 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 CRC hereunder shall be no more than Twenty Four Thousand Nine Hundred Dollars ($24,900.00) (the "Estimate"). Professional shall submit an invoice to CRC no more than once every thirty (30) days for Services provided CRC 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. CRC shall pay Professional for all undisputed Services rendered and stated on such invoice within sixty(60)days from the date of CRC's receipt of same. 5.2 Professional agrees not to provide any Services to CRC that would cause the total cost of same to exceed the Estimate, without CRC's prior written consent. 1111u.rapptl W.rr Jan•aJnaulL AVAsharobro urscoWo(S.a 12(:.s'a Sac,K R(.V`n171AMERICAN STRIA TUREHM2 Mime,Trail lo.4J Ms Trail Cumrnzo J..2/I212{117 •4!AM] American Structurepoint,Inc. Carmel Redevelopment Commission and Carmel Redevelopment Department-2014 Appropriation#902-4460807;P.O.#31768 Contract Not To Exceed$24,900.00 SECTION 6, TERM Unless otherwise terminated in accordance with the termination provisions set forth in Section 7.1 hereinbelow,this Agreement shall be in effect from the Effective Date through December 31,2014,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 CRC 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 CRC,for cause, immediately upon Professional's receipt of CRC'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, CRC 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 CRC 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 CRC for and from any and all costs, fees, expenses and/or damages incurred by CRC 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. M. T.PP.1141ser Am-adain9.Aww,.4c....00Prot9vcr&Gt.&SvcACRMOIAAMEKICAN ST141,C1IMPON13 Woo,Trut to WMe Ina Coon..niondac.NILNII4959ANIJ American Structurepoint,Inc. Carmel Redevelopment Commission and Carmel Redevelopment Department-2014 Appropriation#902-4460807;P.O.#31768 Contract Not To Exceed$24,900.00 7.5 Insurance. Professional shall procure and maintain with an insurer licensed to do business in the State of Indiana such insurance as is necessary for the protection of CRC 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 CRC. 7.6 Liens. Professional shall not cause or permit the filing of any lien on any of CRC'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, CRC 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 CRC 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, CRC 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 CRC 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, to the fullest extent allowed by law, indemnify and hold harmless CRC and its officers, officials, and employees from all liabilities, damages and costs, including, but not limited to, court costs and reasonable attorney fees, to the extent caused by any failure to perform its services in accordance with the applicable standards of reasonable professional care, including intentional or negligent acts or omissions, of Professional and/or any of its employees or subconsultants in the performance of this Agreement. This indemnification obligation shall survive the termination of this Agreement. However, Professional shall not be obligated to indemnify CRC or its officers, officials and employees for any portion of such liabilities, damages and costs that is attributable to its or their own negligence or actionable fault. Mhz.nryp.Pour dug•odnsnVAlllurd'Ca.rattarolSs &r di St ttSCRNUIW■MIRICAN STRUCTURenm4 Mown TnJ to lid A•,T,.d C yim..ke:VIZ/204•39 AM/ American Structurepoint,Inc. Cannel Redevelopment Commission and Carmel Redevelopment Department-2014 Appropriation#902-4460807;P.O.#31768 Contract Not To Exceed$24,900.00 7.10 Discrimination Prohibition. Consistent with Indiana Code 5-16-6-1, Professional 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 CRC 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 CRC'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 CRC 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 CRC 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. IlHs.mppsPaws dam-daieV.ARLhan.SC awHsWrolSro 8 Goods S•vs,CR\di14v MER,CAN S[RUC[UREPOKIS A{m m Trail 140,J Mr had C marrutdec;2/12/;"17 9.54 AMI American Structurepoint,Inc. Carmel Redevelopment Commission and Carmel Redevelopment Department-2014 Appropriation#902-4460807;P.O.#31768 Contract Not To Exceed $24,900.00 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: CRC: Carmel Redevelopment Commission Douglas C. Haney 30 West Main Street, Suite 220 Carmel City Attorney Carmel, Indiana 46032 One Civic Square ATTENTION: William Hammer Carmel, Indiana 46032 PROFESSIONAL: American Structurepoint, Inc. 7260 Shadeland Station Indianapolis, Indiana 46256-3957 ATTENTION: Shaun Cofer E-Mail SCofer @structurepoint.com Telephone 317-547-5580 Notwithstanding the above, CRC 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. 7.17 Non-Assignment. Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without CRC's prior written consent. I\Wail-appall.,data-ndnutA AWWiared4CailransWroilSses&Gook S.c.\CRCL&017\AMERICAN STRUCTUREPON16 Motion Trail to 3rd A.e.Trail Caineeriai.dcw:3/7/2017 0:36 AM) American Structurepoint,Inc. Carmel Redevelopment Commission and Carmel Redevelopment Department-2014 Appropriation#902-4460807;P.O.#31768 Contract Not To Exceed$24,900.00 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. CRC 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. CRC agrees that all ownership rights and copyrights thereto lie with Professional, and CRC will use them solely for and on behalf of its own operations. CRC 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 CRC. 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. (1Vu.npPt1<++cr.6e• SfRMTPIR£PONT7 M.000 Toni to Ld Mc Tnd Conardi n.dce-Z/12/1013 939 AM/ American Structurepoint,Inc. Carmel Redevelopment Commission and Carmel Redevelopment Department-2014 Appropriation#902-4460807;P.O.#31768 Contract Not To Exceed$24,900.00 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. CRC shall have free access at all proper times to such records and the nght 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, and in accordance with standards of reasonable professional care for similar projects, including compliance with applicable laws. In accomplishing the project, Professional shall take such steps as are appropriate to ensure that the services involved are properly coordinated with related work being carried on within CRC'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. 7.27 Job Site Safety. Neither the professional activities or the Professional, nor the presence of the Professional or its employees and subconsultants at a construction/project site, shall relieve the general contractor of its obligations, duties and responsibilities including, but not limited to, construction means, methods, sequence, techniques or procedures necessary for performing, superintending and coordinating the work in accordance with the contract documents and any health or safety precautions required by any regulatory agencies. The Professional and its personnel have no authority to exercise any control over any construction contractor or its employees in connection with their work or any health or safety programs or procedures. 7.28 Mediation In an effort to resolve any conflicts that arise during the design and construction of the Project or following the completion of the Project,the CRC and the Professional agree that all disputes between them arising out of or relating to the Agreement or the Project shall be submitted to nonbinding mediation unless the parties agree otherwise. Such nonbinding mediation shall be conducted in accordance with the Indiana Rules of Alternative Dispute Resolution. (remainder of page intentionally left blank) (l•ha.nppr Pa ter du,•aJmVAx'V.md`[;anton.WrtdSn a Gond&S.a%CRC'2W4AMEkICAN STRUCTUREPON"8*nas Tnjt to 3rd Ale Troll Qaimtoon.kr:n1 Jvfl!9 SY%M1 American Structurepoint, Inc. Carmel Redevelopment Commission and Carmel Redevelopment Department-2014 Appropriation#902-4460807;P.O.#31768 Contract Not To Exceed$24,900.00 IN WITNESS WHEREOF,the parties hereto have made and executed this Agreement as follows: CARMEL REDEVELOPMENT COMMISSION AMERICAN STRUCTUREPOINT,INC. BY' BY: !nit 421- Wi iam Hammer,P - '•ent Acroliied Signature Date: 2— • Printed Name: La. - Title: i-eAzt2 FIDITIN: 35 - X127 3/7 Last Four of SSN if Sole Proprietor: Date: -9-/,04(r° IWum lu+erJ+o-•+lnivitl.KY+hwMi\ntrunWm lS+uS(1.-diS+a`CR(Vn17UMERICAN STRUCNREPO!19 Mown Tnil u+.JA+c Tail drc:U11K1149.37 MfI niyar- AMERICAN I® STRUCTUREPOINT ate: INC January 28,2014 Mr.Michael Lee Carmel Redevelopment Commission One Civic Square Carmel,Indiana,46032 Re: Monon Trail to 3rd Avenue Southwest Trail Connection Dear Mr. Lee: American Structurepoint is excited to provide the following proposal for the trail connection from the existing Monon trail westward to 3rd Avenue Southwest This new trail work is atop the recently completed Parcel 7C-6 site utilities project. American Structurepoint will provide the engineering services necessary to prepare the site construction plans and specifications for bidding use. The work will consist of minor demolition, grading, new trail, curbs, landscaping, site furnishings, walkways and ADA improvements at the walks. CLIENT PROVIDED ITEMS AND ASSUMPTIONS 1. We have assumed that no buildings or individual sites will be developed. 2. We have assumed no variances,rezoning,or annexations will be required. 3. We have assumed the owner will make all presentations for public hearings. We will provide technical assistance as noted in the following scope of services. 4. We have assumed the amenities such as any signage,monuments,or significant features will be designed by others. 5. We have assumed all utility connection, tap, and utility fees will be paid by the owner, and our fee only includes the coordination of approvals with the utilities. 6. We have assumed any title work that may be required will be provided by the client. Exhibit A- 2013019" Ir}.:, "` :•• � !•.. 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C.n...r:_,..,...?�' ...-0 ....:.;;.,.<...,..,srr„:r.:•�y. -........craszr,v�.£e::!:a°::.. ..... i.,�:}N;:mR....,.s .s•t rf.... ...t •,,..e.....<..,:i ..,�.:: ;._,e” .r. c,„,:r..:-c:•a.,•z:-^::.;;cre>� _...a.-oa^r.�e:suwn•irxaar..vkr,t isr.::s::::YC,d.t...►... -w^s:::cam f .............i p,.rc .Y•� a�erf:ia..r.,e r '::8'.r� z:,ixs....a:._ ..2;is ..�...,._.•�.s_.°k� : ..,,.,:-,:<......__--. :... _.... .,_...,i._--_. h�_..I.,r-�:::.........._.��!��l;�r.>r,:.:�:-�:,,.,.._,.,..�.<..ii...2';at�:,���:fi��iMl..... ,r.�:-.:�>.�r�:r �.>w �;t,t�...*a,�.:�.,. _ �.�I:..Y.._,_•r.__k. 0 AMERICAN STRUCTUREPOINT, INC. Mr. Lee January 28,2014 Page 2 PROJECT DELIVERABLES I, Topographic Survey American Structurepoint will prepare a site topographic survey of the existing conditions from the Monon Trail to 3rd Avenue Southwest including the following: A. Re-establish horizontal control B. Re-establish vertical control (1929 or 1988 Datum) C. Site topographic survey at 50'x 50' grid intervals(1 acre+1-) D. Locate top of rims sanitary and storm sewers onsite plus invert elevations and pipe sizes E. Locate above ground evidence of utilities on site plus marks on the ground by public utility locate company F. Land surveyor review and property line determination G. Drafting and creating of a TIN and contours for design H. Utility call in(for public right of way and easements) II. Site/Permit Construction Plans American Structurepoint will prepare site/permit construction plans for the proposed development that will include the following: A. Title sheet B. Existing conditions plan C. Demolition plan D. Dimensioned/engineered site plan E. Grading and drainage plan F. Utility plan(not applicable) G. Erosion and sediment control plan H. Stormwater pollution prevention plan(not applicable) I. Landscape plan J. Construction details necessary to construct the above items K. Specifications and bid book L. Preparation of an opinion of probable costs M. Submittals 1. City of Carmel 2. "Cannel Redevelopment Commission 3. Coordination with utility companies for water, gas, electric, and telephone services 201301917 AMERICAN STRUCTUREPOINT, INC. Mr. Lee January 28,2014 Page 3 N. Meetings-We anticipate attending the following meetings:three design team meetings. All time for additional meetings will be invoiced on an hourly basis in accordance with the attached hourly rate schedule. III. Construction Administration A. Review of submittals for the portions of work designed by American Structurepoint B. Respond to contractor's questions and requests for clarification C. Attend one project walkthrough and prepare a punch list . American Structurepoint shall have no responsibility for any services or work, except as expressly identified in this agreement or as subsequently agreed to in writing. Any and all actions, communications, or work by American Structurepoint related to the project shall be subject to the terms of this agreement, except as otherwise stated by American Structurepoint. We shall have no responsibility for oversight or supervision of the contractors or their employees, for the means and methods of construction,for the safety of persons on or off the job site,or the schedule. We shall have no responsibility to inspect for,or remove,hazardous materials. We will perform these services in a manner consistent with the degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances. American Structurepoint's services are intended for the sole benefit of the client and are not intended to create any rights or benefits for any other parties. American Structurepoint shall not be responsible for the acts or omissions of the owner, the contractor and subcontractors, and their respective agents and employees, or any other persons or entities performing work on the project who are not under the direct control or authority of American Structurepoint. COMPENSATION Compensation for services rendered will be as indicated below and invoiced monthly on a percent- complete basis for lump sum tasks and hourly for all other work. Full payment of invoices is due within 30 days from invoice date.The fee amounts are as follows. If the assumptions made in the scope of services relative to extent of work are found to change, you will be notified in writing and a new(extra or reduced)fee will be presented. However,we recognize that it may not always be possible to provide written changes, as the client may need to request immediate change or additional services,and the administrative delays could be detrimental and costly to the project. In such case, requests for additional services will be invoiced on a time and materials basis. Topographic Survey (lump sum)$2,000 Site Permit/Construction Plans&Construction Administration (hourly)$22,900 If payment is not made within 30 days of the date when the payment is due,we may,at our option,and effective upon the delivery of written notice of our intention to do so,terminate the contract or suspend further performance of our services under the contract, and we shall have no liability for delay or damage that results from the termination of the contract or suspension of services. d!c 201301917 AMERICAN STRUCTUREPOINT, INC. Mr.Lee January 28,2014 Page 4 For permitting fees, we would appreciate receiving a check two days in advance of the submittal date, made payable to the regulatory agency. We will notify you seven days prior to submitting plans to a regulatory agency so that you may provide us with a check. REIMBURSABLE EXPENSES The following expenses will be considered reimbursable and will be invoiced at 1.1 times their direct cost on the monthly invoices. • Expenses of permit application fees or permit fees • Courier service fees,overnight postage fees,and certified mailing fees • Reproduction services for plans and specifications other than for normal interdisciplinary coordination • Expense of renderings or models • Mileage at current federal rate SUPPLEMENTAL SERVICES The fees listed above represent the total scope of services as we understand it at this time. We do not anticipate the need for the following services,but we are available to provide them for a supplemental fee if such a need should arise. • Any additional on-site or off-site topographic or utility survey, ALTA/ACSM Land Title Survey, boundary surveys, primary or secondary platting, easement or right-of-way descriptions, land acquisition or appraisal services, on-site utility locates, construction staking and layout, as-built surveys,or post-construction record drawings • Geotechnical investigation, soil borings, soil sampling, materials testing, and environmental reports/studies,including Phase I and Phase II environmental studies and reports • Signage plan preparation and permitting, site lighting/photometric plan, tree preservation plans, hardscape plan, amenity plan, exterior architectural features design, retaining wall design, and irrigation plans • Phased construction plans, earthwork calculations, construction inspection, construction observation, review of additional shop drawings after incomplete or improper submittals, and owner's representative services • Zoning and rezoning or Development Standard Variance submittals and presentations for public hearings,colored renderings,and exhibits for public hearings • Sanitary sewer or storm sewer lift station design, sanitary sewer and storm sewer plan/profile, water main plan/profile,and submittals to IDEM for sanitary sewer and water main extension • Off-site infrastructure improvement plans or details (road, sewer, water, sanitary, utility, or drainage), bridge construction plans, any unforeseen utility relocation plans, major improvements to public roads (such as adding or reconfiguring turning lanes and traffic control devices), and LEED°{'design and permitting t4- °�� 201301917 tfeh AMERICAN STRUCTUREPOINT, INC. Mr.Lee January 28,2014 Page 5 • Traffic impact studies,traffic signal warrant analysis,and traffic signal design • Wetlands or "waters of the US" assessment, delineation, mitigation design, and submittal to US Army Corps of Engineers (Section 404) and IDEM (Section 401), or floodplain or floodway analysis,modeling,and submittals to IDNR and FEMA • Services resulting from changes of scope or magnitude of the project as described above and services resulting from changes made after the drawings are substantially complete • IDEM Rule 5 and stormwater pollution prevention plan. Michael,we thank you for this opportunity and look forward to working with you on this project.The fees for services contained in this proposal are valid for one year from the date of this letter. We are prepared to begin work on the project immediately upon written acceptance of this proposal. If the terms of this proposal are agreeable, please indicate your acceptance by returning an initialed copy of this letter and a signed copy of the attached agreement. We will consider this our notice to proceed. If you have any questions,please feel free to contact us at(317) 547-5580. Very truly yours, American Structurepoint, Inc. • L _ y � ,. JeremyrD. Slater, PLA Shaun A. Cofer,PE (Project Manager Civil Engineering Group Leader JDS:SAC:alo Enclosures i4 201301917