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HomeMy WebLinkAboutMcComas Engineering/CRC/30,000/T2 truss repair PACMcComas Engineering CRC - 2015 Appropriation # 902 - 4340100; P.O. # 31795 Contract Not To Exceed $ 30,000.00 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES ( "Agreement ") is hereby made and entered into by and between the Carmel Redevelopment Commission (hereinafter "CRC "), and McComas Engineering (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 City 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 purchase of additional Services shall be numbered and attached hereto in the order in which they are approved by CRC. 2.3 Time is of the essence of this Agreement. [C:\UscrslinleeWppData L ocal1Microsoll \Windons\Temponr, Internet Files \Content.Oullook\BVPMOI WU\McCmnas inginlenng - CRC Professional S ercices.dee: I/3/201 i 4:30 PMJ McComas Engineering CRC - 2015 Appropriation # 902 - 4340100; P.O. # 31795 Contract Not To Exceed $ 30,000.00 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 City budget appropriation number 902 - 4040100 funds. 3.5 CRC shall designate the Executive Director or her 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 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 CRC hereunder shall be no more than Thirty Thousand Dollars ($30, 000.00) (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 thirty five (35) days from the date of CRC 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. ]C:\Userslnlee AppDataTocal\ Microsoft\ Windorrsfempontry Internet Filcs \Contcnt.OuI ok\BVPMOIWU\McComas Engiaring - CRC Professional Serviccs.doc:4 /3/20154:30 PM] McComas Engineering CRC - 2015 Appropriation # 902 - 4340100; P.O. # 31795 Contract Not To Exceed $ 30,000.00 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, 2015, 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. [C:\Uurs mice \AppData\ Local \Microsoft \ Windows \Temporary Internet Files \ Content .Omlook\BVPMO3 \VU\McComas Engi3ring - CRC Professional Serciees.doc:4 /3/201 i 4:30 PM] McComas Engineering CRC - 2015 Appropriation # 902 - 4340100; P.O. # 31795 Contract Not To Exceed $ 30,000.00 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 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 indemnify and hold harmless CRC 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. (C:\Usets mice t AppDataU.ocal\Microsoft\Windows Temporu Internet Files \Contem.Omiook SVPMOI WU\McComas Engig{ering - CRC Professional S,n ices.doc:d /3/201 i 4:30 PM) McComas Engineering CRC - 2015 Appropriation # 902 - 4340100; P.O. # 31795 Contract Not To Exceed $ 30,000.00 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 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. [C:\Userssnlee\AppDataVwual \Microsoft \Windorrs\Temporar, Internet Files\Content.OutlooklBVPMOI WU\McComas Engi05ering - CRC Professional &n-icesdocA /3/20154:30 PM] McComas Engineering CRC - 2015 Appropriation # 902 - 4340100; P.O. # 31795 Contract Not To Exceed $ 30,000.00 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: CRC: Carmel Redevelopment Commission 30 W. Main Street, Suite 220 Carmel, Indiana 46032 ATTENTION: Corrie Meyer PROFESSIONAL: McComas Engineering 1717 East 116th Street, Suite 200 Carmel, Indiana 46032 ATTENTION: Rod McComas, P.E., S.E. Douglas C. Haney Carmel City Attorney One Civic Square Carmel, Indiana 46032 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. [C\UursIntlee\AppData\Loeal Microsoft \ \Vindores\Temponq Internet Piles \Conten,.Outlook\DVPMOJ WUN1eComas Englkering - CRC Professional Sen iees.doe:4 /3/2015 4:30 PM] McComas Engineering CRC -2015 Appropriation # 902 - 4340100; P.O. # 31795 Contract Not To Exceed $ 30,000.00 7.17 Non - Assignment. Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without CRC'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. 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. [ CA UsersVuleelAppnalaV .ocaaMierosoli \Windo0s1Temporaq Internet Files \Content:Outlook \BVPMOJWLAMcConms Enggering -CRC Professional Serviees.doc:4/3/20I5 430 PM) McComas Engineering CRC - 2015 Appropriation # 902 - 4340100; P.O. # 31795 Contract Not To Exceed $ 30,000.00 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. CRC 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 Proiect 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 CRC's organization. 7.26 IRAN CERTIFICATION. Pursuant to I.C. § 5 -22 -16.5, the Professional shall certify that, in signing this Agreement, it does not engage in investment activities within the Country of Iran. 7.27 ACCESS TO PUBLIC RECORDS ACT Professional understands and agrees that any "public record ", as that term is defined in Indiana Code 5-14-3 - 2(m), as amended, that is related to the subject matter of this Agreement, whether the same is in the possession or control of the Professional or the CRC, shall be subject to release under and pursuant to the provisions of Indiana's Access to Public Records Act, as codified in Indiana Code 5- 14 -3 -1, et seg., as amended. (remainder of page intentionally left blank) [ C: lUsers4nleeWppDalaV .ocal3Microsofl Windo0s\Temporary Internet Fil eslCon tent.Owlook\BVPMOJWU\McContas Engaring- CRC Profc4sional Serrices.doc:4/3/20154:30 PM] McComas Engineering CRC - 2015 Appropriation # 902 - 4340100; P.O. # 31795 Contract Not To Exceed $ 30,000.00 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: Carmel Redevelopment Commission McComas Engineering BY: BY: e VA.,41404 Corrie Meyer, Executive Director Authorized Signature Date: Printed Name: Rod McComas Title: President William Hammer, President Date: FID/TIN: 35- 1837963 Last Four of SSN if Sole Proprietor: Date: 04/07/2015 [ C: 1UserstinleeWppDaialLocal1MicrosollUVindotrs \Temporary Internet Files \Content.Omlook\BVPMOJ WU\McComas Fngn9 ring - CRC Professional Sercices.doc:3 /3/2015' 1:30 PM) McComas Engineering CRC - 2015 Appropriation # 902 - 4340100; P.O. # 31795 Contract Not To Exceed $ 30,000.00 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: Carmel Redevelopment Commission McComas Engineering BY: BY: Covui Corrie Meyer, Executive Erector Date: t. ( / r s Ltiv( 010 William Hamm r, resident Date: '- j i I FID/TIN: Authorized Signature Printed Name: Title: Last Four of SSN if Sole Proprietor: Date: ]C.'.Us xs' milesl4ppDeta\ LocalVdiaosofisWimknvs \Temparary Immwt Files\Caman.OutloaklBVPtv401 W W0cCamac Engiu9aing - CRC Profcssiatal S wfc s.doe:3:31 /2015 3:10 PM] c s MIAS E EER4[ G Structural} Engineers PROPOSAL AGREEMENT FOR SPECIALTY STRUCTURAL ENGINEERING SERVICES March 16, 2015 William Hammer Carmel Redevelopment Commission 30 Main Street, Suite 220 Carmel, Indiana 46032 Reference: Palladium — Truss T2 Repair Carmel, Indiana Dear William, We propose to render professional specialty structural engineering services in connection with the Palladium — Truss T2 Repair in Carmel, Indiana (hereinafter called "the project"). This proposal represents a legal agreement between McComas Engineering, the specialty structural engineer of record (SSR), and Carmel Redevelopment Commission (Client). We will provide the Basic Services as described in the attached Scope of Basic Services. Terms and Conditions shall be as provided in this proposal. Scope of Basic Services The Specialty Structural Engineering Basic Services to be provided are as follows: 1. Provide engineering and documentation for the possible enhancement of the connection capacity of Truss T2. The specific connections are the (4) stub column (post) connections to the top chord of Truss T2. Truss T2 is on both the east and west sides of the building. There are (2) trusses, therefore, (8) connections are in the scope of basic services. 2. Review of the following documents for determination of truss /post connection retrofit. a. Construction documents dated 2/15108: i. Sheet 82,07 Technical Attic Intermediate Plan ii. Sheet S3.07 Technical Attic Dimension Plan Hi. Sheet 85.01 Truss Elevations. b. Lynch, Harrison & Brumleve ASl #103 dated 1016109: 1. Details S -01, 8 -05, S -06, S -07, S -08 and S -08a. c. Walter P. Moore "Pricing Only" sketches, date unknown: i. (2) Sketches. 3. Provide certified sketches of retrofit of connections. a. Analysis of the entire building structure will not be done. b. Connection design will be accomplished using the maximum capacity of the truss members. 4. (1) On -site meeting with Client and Contractor to discuss retrofit construction. 5. Review of submittals for items designed by McComas Engineering. 6. (4) On -site observation visits during construction of retrofit. 7. (1) On -site observation at completion of retrofit construction. 8. Provide final project documentation to the Client. 9. Terms and Conditions as listed below. Fee for Basic Services 1. Based on the stipulations in this letter, the lump sum fee (LSF) for Basic Services will be: $30,000.00, (thirty thousand dollars.) 2. Reimbursable expenses will be billed to the Client as stated in Reimbursable Expenses listed below. Reimbursable expenses are not part of the Basic Service fee. Palladium — Truss T2 Repair Proposal 3/16/2015 www.mccomaseng.com 317-580-0402 1717 East 116th Street, Suite 200, Carmel, Indiana 46032 1 of 5 Fee for Additional Services 1. Fees for additional services will be billed to the client at an agreed upon price, or at the stated hourly rates. A letter authorizing McComas Engineering to proceed with additional services must be received before any work will be done. Hourly rates are as follows: Principal $220.00 QC Engineer $180.00 Engineering Manager $180.00 BIM Manager $130.00 Project Manager $160.00 BIM Designer $110.00 Design Engineer $140.00 Administration $ 40.00 2. Changes to the Scope of Basic Services shall be subject to additional fees based on the hourly rates or as negotiated. Billing 1. The cost of specialty structural engineering services will be billed to the Client, based on percentage complete, as outlined in Fee for Basic Services. 2. In the event of the project being stopped or delayed, Client shall pay McComas Engineering for all work completed up to the notice to stop work. Items Not In Scope Of Work McComas Engineering assumes no responsibility, neither stated nor implied, for the adequacy of the following: 1. Architectural layout, design, programming, function, aesthetics, compatibility, dimensions, etc. 2. Mechanical, Electrical, Plumbing layout, design, function, compatibility, dimensions, etc. 3. Site and civil layout, design, function, compatibility, dimensions, grading, etc. 4. Fire protection layout, design, function, compatibility, dimensions, etc. 5. Landscape layout, design, function, compatibility, dimensions, etc. 6. Services relating to Special Inspections, as outlined in IBC. 7. Hazardous materials. 8. The following is required for this project. Required firms and services will be under direct contract with the Owner. 1) Special Inspection Firm: Providing on -site special inspections as outlined in IBC. 2) Testing Agency: Providing on -site testing services. 3) Firms will be under the direction of McComas and the Owner. This proposal, consisting of five pages, represents the entire understanding between the Client and McComas Engineering with respect to the project and can only be modified in writing signed by both firms. If it satisfactorily sets forth your understanding of our agreement, please sign this proposal and return it to McComas Engineering. Thank you very much for considering McComas Engineering for this project. Sincerely, McCOMAS ENGINEERING, INC. gt.:7r7TI' 'au. PE,SE, fltttY!N�E.muurwp- mom, Rol McCann. P.E., S.E.. SECB•f e▪ .SE �.jar ,.m. urt�w.tott P q,avna�aa axw..m �P "��'Q�illlSDlb�i �YSt 12b31 W Rod McComas, P.E., S.E. President Accepted: By: Title: Date: Palladium —Truss T2 Repair Proposal 3/16/2015 vvww.mccomaseng.com 317-580-0402 1717 East 116th Street, Suite 200, Carmel, Indiana 46032 2 of 5 S+tte°R1 ctura)I En ;fl f eery An Agreement Between Client and Specialty Structural Engineer for Professional Services TERMS AND CONDITIONS McComas Engineering, Inc., the Specialty Structural Engineer (SSE), shall perform the services outlined in this agreement' for thestated fee agreement. Section l.- General 1.1 This Agreement 11 :1 These Terms and•Condibons, along with the Letter of Agreement;: form the Agreement as if they were part of one and the same document Unless otherwise specified; this Agreement shall be governed by the laws of the principal place of business of McComas Engineering, Inc.. 1 :12 The Letter Agreement May limit or negate the: applicability of these Terris and Conditions. Such limitation shall take precedence over provisions of this: Echhibit. 1.2, General Obligations .of'MCCOMAS ENGINEERING, INC. and the Client 12.1 Medernas Engineering, Inc:; shall perform those Professional services as specified in the Letter Agreement and detailed in these Terms and Conditions. In rendering. these:services; McCOMAS'ENGINEERING, INC. shall apply the skill and standard of care ordinarily exercised by structural erigineers-at the time and place ttie services are.reridered. 12.2 The Clientshall provide. McCOMAS ENGINEERING, INC. with one copy of all drawings, specifications,.and reports; as well as all updated drawings, relating to this part of the work. 1.2.3 The Client shall provide al criteria and full information with regard to his or her requirements: for the. Project, and shall designate a person to actvvith authority on his or her behalf with respect to all aspects of the Project: 12.4 The Client shall .arrange for McCOMAS ENGINEERING, INC: to have access to the proposed 'site, if McCOMAS ENGINEERING, INC. recommends 'that such •visits area ppropnate iirdesirable: 12:5 McCOMAS ENGINEERING, INC. shall designate a person to` act with authority on his or her behalf with respect to all aspects of the Project. 12.6 MCCOMAS ENGINEERING, INC. shall be allowed to communicate directly with the Structural Engineer of Record (SERj. 1.3 Definitions 1.3:1 Structural Engineer of Record (SER) is the engineer legally eligible to seal the Structural Documents for the Project. This seal acknowledges that he or she has performed or supervised the analysis; design and document,preparationfor the bolding stricture and has knowledge of the requirements for the load carrying' structural system: The SER-is responsibte.for the design of the, Primary' Stnicturel System. 1.32 Primary Structural: System is the completed combination of etements,whlch serve to support the building's self weight, the applicable ,live load (which is based upon the occupancy and use of the spaces), the environmental toads such as wind and thermal, plus the seismic loading. Curtain wait members,. non -toad bearing watts or exterior facade: are.examples of items which arena part of the Primary Structural System: 1.3.3 Specialty Structural Engineer McComas Engineering; Inc: is the licensed professional: engineer providing structurat.engineering for a component the building, not the Structural Engineer .Of Record; who performs structural engineering functions necessaryfor the, StrUCtUre to be completed. McComas Engineering, Inc. assumes no responsibility for the•function of the building. 1.3:4 Secondary Structural Elements are eiements.that are structurally sigrnllcant for the function they serve but do not contnbute to the strength Or stability. of the primary structure. Examples may include but are not be limited 10: support beams above the primary roof structure which cant' a chiller;, elevator support rails and beams retaining walls independent of the primary building; and flagpole orlight pole foundations.: 13.5 Nonstructural Elements are elements of astiucture that are notPamay or Secondary Structural Elements: Items in this category: could be exterior curtain walls and cladding, non- bearing partitions stair railings, etc. 1.3.6. Reimbursable Expenses are expenses incurred directly or indirectly m connection with the project such as but not liMiteicl to, transportation meats and lodging for travel, Icing distance telephone calls and facsimile transmissions deliveries, courier services professional services sales taxes; and the cost of reproductions. See Reimbursable Expenses table below. Section 2 — Basic Services 2.1 General 2.1.1 The Basic Services of McCOMAS ENGINEERING, INC. shall include the Professional Services designated in Letter Proposal. Section 3 — Exclusions 3.1 General Palladium — Truss T2 Repair Proposal 3/16/2015 www.mccomaseng.com 317 - 580.0402 1717 East 116th Street, Suite 200, Carmel; Indiana 46032 3 of 5 cCOrtil E GMEE G StirtaCiitaeitil lairi0E0rE 13.1 McCOMAS ENGINEERING, INC. shall not be responsible for errors or omissions in the design criteria provided by the Client: 3.12 McCOMAS ENGINEERING, INC. shall not be responsible for the design or adequacy of any portion of the structure other than that designed under this contract 3.3.3 McCOMAS ENGINEERING, INC. shall not be responsible for dimensional coordination between his or her work arid the Primary:stikture. The ceordinatien shall be the responsibility of the Client or Contractor. Section 4 — Additional Services 4.1 General 4.1.1 Services beyond those outlined under Basic Services may be reqUested. These may be provided by McCOMAS ENGINEERING, INC. under terms mutually agreed upon by the Client and McCOMAS ENGINEERING, INC.. Section 5— Fees and Payments 5.1 Fees and Other Compensation 5.1.1 Fees for Basic Services, Additional Services, and Compensation for Reimbursable Expenses are set forth in the Letter Agreement. 5.2 Payments on Account 521 Invoices for MCCOMAS ENGINEERING INC s services shall be submitted; at McCOMAS ENGiNEERING, INC .'s potion either upon completion of any phase of the service gran a monthly basis, Invoices are payable molten rendered and shall be cOnsidered PAST DUE if not paid within 30 days 'of theinVoicedate. 5.2.2 Any inquiry or questions conceming the substance or content of any :invoice shall be Made to McCOMAS ENG1NEERING, INC.: in writing within 10 days of receipt of the invoice. A failure to notify McCOMAS ENGINEERING, INC. within this period shall constitute an acknowledgment that the service has been provided: 6.3 Late Payments 5,3.1 A service charge will be charged at the rate of 13% (18% true annual rate) Per month or the maximum allowable by law on the then outstanding balance of PAST DUE acCounts. In the event any portion of the account remains unpaid 90 days after billing, the Client wiII pay all costs of collection, including reasonable attorneys fees. Section 6 —Insurance, Indemnification and Risk Allocation 6.1 InSUrante .5.1.1 McCOMAS ENGINEERING; INC. shall secure and endeavor to maintain professional liability insurance, commercial general liability insurance, and automobile liability insurance to protect McCOMAS ENGINEERING INC. from CIairris for negligenCe, bridkinjury,-.dealkor property damage which may arise out the perfOrMenCe:Of McCOMAS ENGINEERING INC.'s.seiViOeSundef this Agreernent, and from clairris under the WerkerS Compensation Acts McCOMAS ENGINEERING, INC. Shall, if reqUesteci in writing, issue a certificate confirmingsuch ISsuance to the Client. 6.2 Indemnifications 6/.1 The Client shall indernnifyand hold harmless McCOMAS ENGINEERING; and all of its personnel, from , . . and against and all claims damage toses and expenses (tnciuding reasonable attorney's fees).ansirig out Of or resulting frern the performance of the terViris, provided that any Such:cialnis, damage; loss or expenses are caused in whole or Innen by the negligent act or omission and/or strict liability of the Client; anyone directly or indirectly employed by the Ciient(except; McCOMAS aniOitsiEEF.21NO,146:.) or anyone for whose acts any of them maybe liable, 622 The Client shall obtain agreement from the Owner or the Client's client to indemnify the Client and all of its: personnel including McCOMAS ENGINEERING INC from and against any and all rAainis, damage, loss or expenses (including reasonable atterney's:fee4ariSing out of 'or reStitting from the of the services; provided (hat any such claims damage ; loss or expenses are caUsed in whole or in part by the negligent act or omission and/or strict liability of the Owner or Client s client anyone directly employed by the Owner or Clients client (except the Client or anyone employed directly or indirectly by the Client) or anyone for whose acta.any of them may be liable. 6.3 Risk Allocation 6.11 In recognition of the relative ASKS, rewards and benefits of the Project to both the Client and McCOMAS ENGINEERING, INC, the risks have been allocated such that the Client agrees that, to the fullest extent permitted by law! McCOMAS, ENGINEERING wie,'s.tofal liability 10 the Client for any and all injOrtea, daims loses ; expenses ; demages,oeciafm expenses arising out of this Agreement : fiOrri*i4cauSe or CaUies, shall not exceed the amount of $50,000,the amount Of McCOMAS ENGINEERING, INC .'s fee (whichever is lese), Such causes inciude, but are not limited to McCOMAS ENGINEERING, INC .'S negligence, EMI's., prilissigfis, 010 iiabilitY, breach of contract or breach of Warranty. Palladium—Truss T2 Repair Proposal 3/16/2015 www.mccomaseng.com 317-580-0402 1717 East 116th Street, Suite 260, Carmel, Indiana 46032 4 of 5 ©COi',1 S E ,Oil EE Stii`68cp68raigi Eiiogetfieer Section 7 — Miscellaneous Provisions 7.1 Reuse.of Documents 7.1.1 All documents. including calculations; computer files; drawings and .sketches, prepared by McCOMAS ENGINEERING; INC pursuant to this Agreement are instnrments of professional service intended for one- time use in connection with this Project.. They are and shall remain the property of McCOMAS ENGINEERING, INC.. Any reuse without written approval or adaptation by McCOMAS ENGINEERING, INC. is prohibited. 7.2 Termination, Successors and Assigns, 7:2.1 This Agreement may be terminated upon 10 days written notice by either party should the other fail to perform its obligations hereunder.: In the event of termination, the Client shall pay McCOMAS. ENGINEERING, INC for all services rendered to the date of. termination,' all accrued reimbursable expenses, and reasonable termination expenses. 722 The Client and McCOMAS ENGINEERING,. INC. each.binds himself or herself .partners, successors; executors, administrators, assigns and legal representative to the'otherparty Of:this Agreement and to the partners,successors „executors; administrators;:assigns; and legal representative'of such other party In respect to all covenants agreements; °and obligations of this Agreement: 7.2.3 Neither the Client nor McCOMAS.ENGINEERING INC: shall assign Sublet or transfer any rights under or interest in ( including but WithoUt limitations; ;.monies that maybe due or monies that are due) this Agreement without the written Consent t of the other, except as stated in the paragraph above and except to the extenttiat the effectof this limitation may be restricted bylaw. Unless specifically stated to the' contrary in any written consent to, an assignment, no assignment will release discharge the assignerfrom any :duty, or responsibility under this Agreement. Nothing contained in this paragraph shall prevent MCCOMAS ENGINEERING, INC: from employing such independent consultants, associates and subcontractors, as he or she may deern 'appropriate to assist in the performance of services hereunder: 7.2.4 . McCOMAS ENGINEERING, INC. and Client agree that the services performed by McCOMAS ENGINEERING,. INC. to this Agreement are solely for the benefit of the Client and are not intended by either McCOMAS ENGINEERING, INC. or the Client to beriefrtany other person or entity. Tetheextent that any other person or 'entity, including but not limited to the Owner. and/or any Oils Clients and other Design Professionals; is benefited by the services performed by McCOMAS ENGINEERING, INC: pursuant to this Agreement such benefit's purely incidental and such otherperson or entity shall not be deemed a"third party beneficiary tothis contract. 7:3 Disputes Resolution 7.3.1 All claims, counterclaims; disputes and other matters in question between the parties hereto arising out of or rotating to this Agreement or the breach thereof Will be presented. to non - binding mediation; subject to the parties agreeing to a mediator(s). Palladium — Truss. T2 Repair Proposal 3/16/2015 www.mccomaseng.com. 317- 580 -0402 1717 East 1,16t Street, Suite 200; Carmel, Indiana 46032 5 of 5 REIMBURSABLE EXPENSES Description Rate. Courier Cost x1.10 UPS Cost x.:1.10 Reproduction $0:50 per square foot Copying Cost'x 1.10 Palladium — Truss. T2 Repair Proposal 3/16/2015 www.mccomaseng.com. 317- 580 -0402 1717 East 1,16t Street, Suite 200; Carmel, Indiana 46032 5 of 5 City • f C ONE CIVIC SQUARE CARMEL, INDIANA 46032 -2584 ORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120155 002 0 FEDERAL EXCISE TAX EXEMPT 35- 60000972 PAGE PURCHASE ORDER NUMBER 3/795 THIS NUMBER MUST APPEAR ON INVOICES, A/P VOUCHER, DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE. 1CHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION 1 1 l'J 1 ,S4 / ENDOR M C C 0 to &S 1717 E. II0 C .r rne(, T N Eh9i peering Same 200 x-6032 SHIP C R C TO 3o ti(. PI 6111 5f., 51,0 f e 220 Carmel, TN 144 032 ■NFIRMATION BLANKET CONTRACT PAYMENT TERMS FREIGHT QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION Send Invoice To: C RC 30 V. YUu\ Si. , Sure (&r tnJ, jite t1(3032 Eh9ineei -in, -For 4.1I4kort TrLos T2 rerayr PLEASE INVOICE IN DUPLICATE 430 000 00 DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT 901 'f3µ0 /00 SHIPPING INSTRUCTIONS • SHIP REPAID. • C.O.D. SHIPMENTS CANNOT BE ACCEPTED. • PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABELS. • THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. DOCUMENT CONTROL NO. 31 7 9 5 ORDERED BY TITLE CLERK - TREASURER VENDOR COPY PAYMENT • A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. Covi-4) atv (2eapttrvpotout Sponsor: Councilor Finkaln RESOLUTION CC- 04- 20 -15 -02 A RESOLUTION OF THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA, APPROVING CARMEL REDEVELOPMENT COMMISSION PROFESSIONAL SERVICES CONTRACT WITH McCOMAS ENGINEERING WHEREAS, THE City of Carmel Common Council ( "Council ") created by ordinance the Carmel Redevelopment Commission ( "CRC "); and WHEREAS, by subsequent ordinance, the Council requires the CRC to seeks its approval, by simple majority vote, of all goods and services contracts that exceed Twenty -Five Thousand Dollars ($25,000.00) in a calendar year (the "Threshold Amount "); and WHEREAS, the CRC now desires to enter into the professional services contract with McComas Engineering the same being attached hereto as Exhibit A, which contract (the "Goods and Services Contract ") is in an amount that exceeds the Threshold Amount; and WHEREAS, the CRC has presented the Professional Services Contract to the Council and has requested approval of the same. NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of Carmel, Indiana, as follows: Section 1. The foregoing Recitals are incorporated herein by this reference. Section 2. The Contract should be and the same is hereby APPROVED by the Common Council of the City of Carmel, Indiana. PASSED by the Common Council of the City of Carmel, Indiana, this aC) day of , 2015, by a vote of 7 ayes and nays. This Resolution was prepared by Douglas C. Haney, Carmel City Attorney, on 4/9/15 at 11:30 a.m. No subsequent revision to this Resolution has been reviewed by Mr. Haney for legal sufficiency or otherwise.