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HomeMy WebLinkAboutMSK2, LLC/DOCS/35,000/Land Development PlanningMSK2, LLC Department of Community Services - 2018 Appropriation #43-509.00; P.O.#101684 Contract Not To Exceed $35,000.00 JAS AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is hereby made and entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety (hereinafter "City"), and MSK2, LLC (hereinafter "Professional") RECITALS WHEREAS City owns and is responsible for the operation and maintenance of its property, personnel, public works and infrastructure; and and WHEREAS, from time to time, City needs professional assistance in fulfilling its foregoing responsibilities; 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. [S: Coatracts\Prof.Sv & Goad S-000S\201MMSK2. LLC Professional S—i—doc:5252018 12:21 PM MSK2,LLC Department of Community Services - 2018 Appropriation #43-509.00; P.O.#101684 Contract Not To Exceed $35,000.00 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 43-509.00 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 Five Thousand Dollars ($35,000.00) (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. [S:CmtraMTmf.Sv & Goads Svcs\DOCS12018\MSK2, LLC Professional Scvices.doc:5252018 12:27 PK 2 MSK2, LLC Department of Community Services - 2018 Appropriation #43-509.00; P.O.#101684 Contract Not To Exceed $35,000.00 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, 2018, 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. [SAContractslProf.Svo & Goods Svcs\DOCS\2018\MSK2, LLC Professional Services.doc:5/25/2018 12:27 PMj MSK2, LLC Department of Community Services - 2018 Appropriation #43-509.00; P.O.#101684 Contract Not To Exceed $35,000.00 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. [S:VCoutracts\Prof.Sv & Good Svcs\DOCSt2018\MSK2, LLC Professional Services.doc:525R018 12:27 PM7 4 MSK2, LLC Department of Community Services - 2018 Appropriation #43-509.00; P.O1101684 Contract Not To Exceed $35,000.00 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. [SXontraasTrof.Sm & Good Svcs\DOCS\2018\MSK2, LLC Professional Smices.doc:5252018 12:27 PW MSK2, LLC Department of Community Services - 2018 Appropriation #43-509.00; P.O.#101684 Contract Not To Exceed $35,000.00 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 Department of Community Relations One Civic Square Carmel, Indiana 46032 ATTENTION: Mike Hollibaugh PROFESSIONAL: MSK2, LLC 462 S. Ludlow Alley Columbus, OH 43215 ATTENTION: Eric Lucas Douglas C. Haney Corporation Counsel One Civic Square Carmel, Indiana 46032 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. 7.17 Non -Assignment Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without City's prior written consent. 1SAContrac Trof.Sn & Good Sws\DGCS12018Vv4SK2. LLC Professional Servi—d-51252018 12:27 PK MSK2, LLC Department of Community Services - 2018 Appropriation #43-509.00; P.O.#101684 Contract Not To Exceed $35,000.00 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 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. 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. [S:`C tra \Prof.S-s & Goods Svcs\DOCS\2018\MSK2, LLC Professional Savi—d-5252018 12:27 PMj 7 MSK2, LLC Department of Community Services - 2018 Appropriation #43-509.00; P.O.#101684 Contract Not To Exceed $35,000.00 7.25 Accomplishment of Prosect 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 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 City, 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 sec., as amended. (remainder of page intentionally left blank) [S:CwtraM\Prof.S-s &. Goods Svcs1DOCS120181MSK2, LLC Nukssiosat Swi—dac:5252018 12:27 PK MSK2,LLC Department of Community Services - 2018 Appropriation #43-509.00; P.O4101684 Contract Not To Exceed $35,000.00 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA by and through its Board of Public Works and Safety BY: . Z -M' J es Brainard, Offlicer / Yate: �/ f Mary Ann Burke, Member Date: Lori S. Wats , Mem er Date, K �� ATTE `Christine S. Paul , Cl ryrrea rer ate: (S.ACmuwh\Pa.S ,aGw4Sr WOCSUOI§16%VSK2.LLCftoftW=AI 5vkl Aa:AMOIe12:27rn9 MSK2, LLC BY: Authoriz Signature Printed Name: /h'M4S Po r Title: iPr ; n FID/TIN: y $-- 3 Z Last Four of SSN if Sole Proprietor; Date: (� /(Yzl s MKSK MKSK Indianapolis 200 S Meridian Street Suite 450 Indianapolis, IN 46225 May 16, 2018 Ms. Adrienne Keeling Administrator, Long Range Planning Third floor, One Civic Square Carmel, IN 46032 RE: Professional Services — Sub -Area and Infrastructure Plan — North Range Line and US 31 Dear Ms. Adrienne, MKSK is excited to submit this professional services proposal for Sub -Area and Infrastructure Plan — North Range Line and US 31. As we've discussed, the land use in this area has great potential for redevelopment in response to market forces, growth in the city and as a result of planned and completed transportation improvements. We understand that our scope of work is to create a plan for future land -use and transportation infrastructure within the study area. This plan will provide a framework for redevelopment of this study area. Several iterations of development planning will undergo feasibility testing as part of this process. The resulting deliverable will be the preferred master development plan which will be utilized by the City of Carmel to conduct conversations with stakeholders and interested parties as it positions the private market to redevelop this area. We understand the city wants this effort to support Clay Terrace's status as a local and regional mixed-use district. As such, this effort will result in a framework for private development to enhance the potential of neighborhoods adjacent to Clay Terrace to create a dense, walkable mixed-use district, provide neighborhood commercial amenities within this walkable district, and to enhance connectivity within the area by using planned transportation improvements as a catalyst for redevelopment. In addition to the land development planning efforts, we will meet with various public and private entities including developers interested in the property to vet ideas and gain feedback. Attached is an outline of the proposed Scope of Services for this project. If we have misunderstood any Project Information or the requested Scope of Basic Services, we are happy to revise this outline as necessary. 1.0 Project Information The proposal herein is an agreement between the City of Carmel ("Client") and MKSK ("Landscape Architect") and is based on the initial project information set forth below. The Client and Landscape Architect agree as follows. 1.1 Project Description: Sub -Area and Infrastructure Plan — North Range Line and US 31 for approximately 130 acres. 1.2 Project Location & Boundaries: The study area (Exhibit B) includes: a. Commercial sites such as Clay Terrace (dense mixed-use adaptive re -use planning) b. Residential neighborhoods such as Walters Plaza, Walters Acres and Lassiter Place (mixed- use development planning) with US 31 frontage and direct access to the Monon Greenway. c. Core gateway sites and sites with high visibility from major intersections Exhibit / of ( � MKSKSTUDIOS.COM M KSY d. Rohrer Road to Rangeline Road connection (connectivity and streetscape) e. Lowes Way to Rangline Road connection (connectivity and streetscape) f. Monon Greenway (grade and accessibility) g. Other street and trail connectivity as the plan develops h. Consideration of the Red Line Bus Rapid Transit system 1.3 Project Schedule: see Exhibit D. 1.4 Professional Fees and Expenses: see Exhibit A. 2.0 Scope of Services The MKSK team shall provide infrastructure and land development planning and feasibility testing services as described herein. Deliverables are detailed by project phase. Phase 1 — Data Gathering, Review and Analysis (Duration: 2 weeks) 2.1 Project kickoff: the team conducts a tour of the study area with city staff following an internal kickoff meeting. The team will prepare a physical conditions inventory and evaluation documenting an assessment of conditions and emerging opportunities for the study area based on the following GIS data provided by city staff. A scaled base map in GIS format for the following items: a. Existing land -use, future land use and physical development conditions b. Property ownership c. Stormwater conditions and constraints d. Multi -modal transportation infrastructure, accessibility and circulation conditions and planned improvements e. Readily -accessible public and private utility infrastructure (e.g. storm/sanitary sewer, water, electric and gas) f. Trails, parks and other significant resources g. Existing zoning 2.2 Stakeholder meetings: the team will work with city staff to conduct a series of up to three (3) initial project stakeholder meetings in group or conference call format to discuss on-site and nearby development, open space, and connectivity opportunities. This information will be supplemented with background information from city staff, and further developer stakeholder meetings conducted by city staff. Stakeholders may need to be grouped to fit the total number of meetings included. Potential stakeholders include: a. Carmel Community Services Department and other city departments b. Washington Prime Group and other key property owners c. Developers, Hamilton County Government, Duke Energy, INDOT 2.3 Best practices/case studies: compile selection of applicable development, open space, and connectivity examples to convey type, scale, density, and character. The team will compile a series of case study images looking at different developments that address similar issues in a creative way. 2.4 Process Support and Project Meetings: a. Project kickoff and site tour with city staff (1) b. Stakeholder meetings (3) c. Analysis and stakeholder review meeting with city staff (1) Exhibit MKSKSTUDIOS COM MKSK Phase 2 — Redevelopment Planning (Duration: 4 weeks) 2.5 Framework Plans: the team will utilize existing conditions review and best practices/case studies as a starting point for development scenarios in preparing up to two (2) scaled framework alternatives for the site (colored pencil sketches). Framework Plans will detail: a. Recommended future land uses, development typologies and densities b. Placemaking elements c. Transportation access and circulation patterns, including the proposed road connecting Rangeline Road to Rohrer Road d. Parking e. Trail, open spaces and community facilities, including the Monon Trail f. Framework planning will be supplemented by refinement following development framework testing. 2.6 Development Framework Testing: the team will evaluate the two development framework scenarios with up to two (2) informal stakeholder meetings. Following development testing, framework planning will be updated. 2.7 Preferred Development Plan: the framework plans will be refined into one (1) Preferred Development Plan. One digital plan view rendering will be completed along with sections illustrating proposed conditions on the Monon Trail, the proposed road connecting Rangeline Road to Rohrer Road and Rangeline Road to Lowes Way. Information will be compiled along with the rest of the planning results in presentation format. 2.8 Process Support and Project Meetings: a. Meeting with city staff (1) b. Meeting with Mayor Brainard (1) c. Stakeholder follow up meetings (2) It A Exhib ____-- 3o -F(( MKSKSTUDIOS.COM MKSK If Requested Services 2.9 Tasks: a. The team can also use readily available information through ESRI Business Analyst, a tool to understand at a high high-level the state of the local market, demographics and regional trends to further understand the market and what will drive specific land use solutions for the study area as land -use planning is completed b. The team can synthesize the scaled base map into a 3D digital model (SketchUp) that will aid in the development of framework planning and the preferred development scenario. One digital birds -eye perspective rendering of the full study will be completed to demonstrate a conceptual build and to convey the overall vision of the plan. One digital street view level or perspective, renderings will be generated to illustrate the recommended form, scale, and character of private development and public improvements. c. The team can prepare a detailed executive summary which includes: a summary of stakeholder input; relevant information from analysis findings; case study research tied to subarea framework plans, development testing results, preferred development plan, and preliminary implementation steps in a format for review by city officials and other key stakeholders identified by city staff. d. The team can prepare framework plans, conduct development testing, and prepare a preferred development plan to include in the final subarea planning deliverable for study area 2, which is the current location of the approximately 18 -acre site which currently is the Meridian Village shopping center. e. The team can prepare framework plans, conduct development testing, and prepare a preferred development plan to include in the final subarea planning deliverable for study area 3, which is the current location of the approximately 25 -acre site to the south of US 31 along Rangeline Road. This development framework will also plan for areas impacted for the Lowes Way extension. f. Additional meetings can be conducted on an hourly basis at the request of city staff. An hourly, not to exceed cost can be negotiated at the time of request. Meetings include preparation, meeting time and travel time. g. Revisions of the Preferred Development plan can be conducted on an hourly basis at the request of city staff. An hourly, not to exceed cost can be negotiated at the time of request. Exhibit MKSKSTUDIOS.COM MKSK 3.0 Terms & Conditions See attached Exhibit C. Again, thank you for considering MKSK for this project. We are excited to continue our relationship with the City of Carmel and are eager to begin this project. Respectfully Submitted, Eric Lucas, PLA, ASLA Principal Authorization Client (Signature) Client (Name and Title) Eric M. Lucas for MSK2, LLC (dba MKSK) Date 5/16/18 Date Exhibit So-F'i( MKSKSTUDIOS.COM �: Professional Fees & Reimbursable Expenses Basic Services (Lump Sum) MKSK Fee Phase 1 $11,500 Phase 2 $20,000 Subtotals $31,500 Estimated Reimbursable Expenses $ 500 Total Fees and Expenses $32,000 -�'; If Requested Services Task a. (market/demographics) $3,500 Task b. (313 modeling) $11,800 Task c. (executive summary) $4,000 Task d. (study area 2) $3,000 Task e. (study area 3) $3,000 Task f. Hourly/negotiated Task g. I Hourly/negotiated MKSK Exhibit MKSKSTUDIDS.CQM �� Project Scope Area i%fp��y9 p�PO 4 OC � e 9�eyhoundtra!/ TERMS AND CONDITIONS OF PROPOSAL DIRECT PROJECT EXPENSES Direct project expenses will be billed in addition to the fee for basic services and include actual out-of-pocket expenditures made in the interest of the Project. Alt direct project expenses will be invoiced at 1.2 times the actual amount. Direct project expenses include, but are not limited to mileage, film and processing, courier and overnight delivery services, travel, hotel, car rental, etc. and may be adjusted annually. All International air travel, if required, will be by business class. Requested documents to be printed in-house will be invoiced at the following rates: (excluding those for office use) B/W Copy 8.5" x 11"— Bond $ 0.15 B/W Copy 11" x 17" — Bond $ 0.30 B/W Copy 18"x 24'— Bond $ 1.00 B/W Copy 24" x 36" — Bond $ 2.00 B/W Copy 30" x 42' — Bond $ 3.00 B/W Copy 36" x 48" — Bond $ 4.00 Color Copy 8.5" x 11" $ 1.00 Color Copy 11"x 17" $ 2.00 Color Plot 18" x 24" $ 15.00 Color Plot 24" x 36" $ 25.00 Color Plot 30" x 42" $ 35.00 Color Plot 36" x 48" $ 45.00 Color Pres. Plot 18"x 24" $ 25.00 Color Pres. Plot 24" x 36" $ 45.00 Color Pres. Plot 30" x 42" $ 70.00 Color Pres. Plot 36" x 48" $ 85.00 ADDITIONAL SERVICES/ STANDARD HOURLY RATES If the Scope of Work or if the Consultant's service is substantially revised, the amount of total compensation shall be equitably be adjusted. Fees for requested additional services shalt be computed at our standard hourly rates below or outlined under a separate proposal. Rates may be adjusted annually. Senior Principal $ 190 Principal $ 190 Senior Transportation Associate $ 190 Senior Associate $ 155 Associate $ 140 Landscape Architect 1 $ 119 Landscape Architect II $ 108 Landscape Architect III $ 102 Landscape Architect IV $ 65 Urban Planner) $ 119 Urban Planner II $ 102 Urban Planner III $ 92 Urban Planner IV $ 65 Graphic Designer 1 $ 115 Graphic Designer II $ 100 Graphic Designer III $ 92 Graphic Designer IV $ 65 Administration $ 65 MKSK RETAINER The Client shalt make an initial payment as defined in the attached proposal as a retainer upon execution of this agreement. This retainer shall be held by the consultant and applied against the final invoice. PAYMENT DUE Invoices shall be submitted monthly, are due upon presentation and shall be considered past due if not paid within thirty (30) calendar days of the due date. The Consultant has been commissioned by the Client to provide professional services, which are independent of whether the Project for which they are provided is executed or not. SATISFACTION WITH SERVICES Payment of any invoice by the Client to the Consultant shall be taken to mean that the Client is satisfied with the Consultant's services to the date of payment and is not aware of any deficiencies in those services. DISPUTED INVOICE If the Client objects to any portion of an invoice, the Client shall so notify the Consultant in writing within ten (10) calendar days of receipt of the invoice. The Client shall identify in writing the specific cause of the disagreement and the amount in dispute and shall pay that portion of the invoice not in dispute in accordance with the other payment terms of this Agreement. Any dispute over invoiced amounts due which cannot be resolved within ten (10) calendar days after presentation of invoice by direct negotiation between the parties shall be resolved within thirty (30) calendar days in accordance with the Dispute Resolution provision of this Agreement. Interest as stated above shall be paid by the Client on all disputed invoice amounts that are subsequently resolved in the Consultants favor and shall be calculated on the unpaid balance from the due date of the invoice. INTEREST If payment in full is not received by the consultant within forty-five (45) calendar days of the due date, invoices shalt bear interest at one -and -one-half (1.5) percent of the past due amount per month, which shall be calculated from the invoice due date. Payment thereafter shall first be applied to accrued interest and then to unpaid principal. SUSPENSION OF SERVICES If the Client fails to make payments when due or otherwise is in breach of this agreement, the Consultant may suspend performance of services upon seven (7) days' notice to the Client. The Consultant shall have no liability whatsoever to the Client for any costs or damages as a result of such suspension caused by any breach of this agreement by the Client. Upon payment in full by the Client or cures of the breach to the satisfaction of the Consultant, the Consultant shall resume services under this agreement. and the time schedule and compensation shall be equitably adjusted to compensate for the period of suspension plus any other reasonable time and expense necessary for the Consultant to resume performance. TERMINATION OF SERVICES If the Client fails to make payment to the Consultant in accordance with the payment terms herein, this shall constitute a material breach of this agreement and shall be cause for termination of this agreement by the Consultant. TERMINATION OF AGREEMENT This agreement may be terminated by either party upon ninety (90) days written notice with or without cause. In the event of termination not initiated by the Consultant, the Consultant shall be compensated for all services performed to the date of termination, together with direct project expenses then due. MEDIATION In an effort to resolve any conflicts that arise during the design or construction or the project or following the completion of the project, the Client and the Design Professional agree that all disputes between them arising out of or relating to this agreement shall be submitted to non-binding mediation unless the parties mutually agree otherwise. The Client and the Consultant further agree to include a similar mediation provision in all agreements with independent contractors and consultants retained for the project and to require all independent contractors and consultants also to include a similar mediation provision in all agreements with subcontractors, sub -consultants, suppliers or fabricators so retained, thereby providing for mediation as the primary method for dispute resolution between the parties to those agreements. Exhibit MKSKSTUDIOS.COM �%��� TERMS AND CONDITIONS OF PROPOSAL APPLICABLE LAW Unless otherwise specified, this agreement shall be governed by the laws of the State of Ohio. ENTIRE AGREEMENT This agreement represents the entire and integrated Agreement between the Client and the Consultant and supersedes all prior negotiations, representations or agreements, either written or oral This agreement may be amended only by written instrument signed by both the Client and Consultant. LIMITATION OF UJABILITY To the fullest extent permitted by law, and not withstanding any other provision of this Agreement, the total liability, in the aggregate, of the Consultant and the Consultant's officers, directors, partners. employees and any of them, to the Client and anyone claiming by and through the Client, for any and all claims, losses, costs or damages, including attorneys fees and costs and expert witness fees and costs of any nature whatsoever or claims expenses resulting from or in any way related to the Project or the Agreement from any cause or causes shall not exceed the total compensation received by the Consultant under this Agreement, or the total amount of fifty thousand dollars ($50,000), whichever is less. It is intended that this limitation apply to any and all Liability or cause of action however alleged or arising, unless otherwise prohibited by law. CONTRACTOR AND SUBCONTRACTOR CLAIMS To the fullest extent permitted by law, the Client agrees to limit the liability of the Consultant and the Consultant's officers, directors, partners, employees and sub -consultants to all construction contractors and subcontractors on the Project for any and all claims, losses, costs or damages of any nature whatsoever or claims expenses from any cause or causes including attorney's fees and costs and expert witness fees and costs, so that the total aggregate liability of the Consultant and the Consultant's sub - consultants to all those named shall not exceed fifty thousand dollars ($50,000) or the Consultant's total fee for services rendered on this Project, whichever is less. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law. OBSERVATION SERVICES The Client understands that by not retaining the Consultant for construction observation services, there may be misinterpretations of the Consultant's plans and specifications during construction, which may lead to errors and subsequent damage. Inasmuch as the Client has elected to proceed with the Project without the Consultant providing construction observation services. The Client agrees to indemnify and hold -harmless the Consultant against any and all claims, damages, awards and cost of defense, which may arise out of the acts of the Contractor and Subcontractor performing work not in compliance with the intent of the design documents. UNAUTHORIZED CHANGES The Consultant, upon delivery of documents is completely absolved and indemnified from any liability that may result from the interpretation or revision of documents for which the Consultant was not responsible. STANDARD OF CARE In providing services under this Agreement, the Consultant will endeavor to perform in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances. OWNERSHIP OF INSTRUMENTS OF SERVICE All reports, drawings, specifications, electronic files, field data, notes and other documents and instruments prepared by the Consultant as instruments of services shall remain the property of the Consultant The Consultant shall retain all common law, statutory and other reserved rights, including the copyright thereto. OPINIONS OF PROBABLE CONSTRUCTION COST In providing opinions of probable construction cost, the Client understands that the Consultant has no control over the cost or availability of labor, equipment or materials, or over market conditions or the Contractor's method of pricing, and that the Consultant's opinions of probable construction costs are made on the basis of the Consultant's professional judgment and experience. The Consultant makes no warranty, MKSK express or implied, that the bids or negotiated cost of the Work will not vary from the Consultant's opinion of probable construction cost. SHOP DRAWING REVIEW The Consultant shall review and approve or take other appropriate action on the Contractor submittals, such as shop drawings, product data, samples and other data, which the Contractor is required to submit, but only for the limited purpose of checking for conformance with the design concept and the information shown in the Construction Documents. This review shall not include review of the accuracy or completeness of details, such as quantities, dimensions, weights or gauges, fabrication processes, construction means or methods, coordination of the work with other trades or construction safety precautions, all of which are the sole responsibility of the Contractor. The Consultant's review shall be conducted with reasonable promptness while allowing sufficient time in the Consultant's judgment to permit adequate review. Review of a specific item shall not indicate that the Consultant has reviewed the entire assembly of which the item is a component. The Consultant shall not be responsible for any deviations from the Construction Documents not brought to the attention of the Consultant in writing by the Contractor. The Consultant shall not be required to review partial submissions or those for which submissions of correlated items have not been received. INFORMATION PROVIDED BY OTHERS The Client shall furnish, at the Client's expense, all information requirements, reports, data, surveys and instructions required by this Agreement. The Consultant may use such information, requirements, reports, data, surveys and instructions in performing its services and is entitled to rely upon the accuracy and completeness thereof. DELIVERY OF ELECTRONIC FILES In accepting and utilizing any drawings, reports and data on any form of electronic media generated and furnished by the Consultant, the Client agrees that all such electronic files are instruments of service of the Consultant, who shall be deemed the author, and shall retain all common law, statutory taw and other rights, including copyrights. The Client agrees not to reuse these electronic files, in whole or in part, for any purpose other than for the Project for which they were prepared. The Client agrees not to transfer these electronic files to others without the prior written consent of the Consultant. The Client further agrees to waive all claims against the Consultant resulting in any way from any unauthorized changes to or reuse of the electronic files for any other project by anyone other than the Consultant. Electronic files furnished by either party shall be subject to an acceptance period of ten (10) days during which the receiving party agrees to perform appropriate acceptance tests. The party furnishing the electronic file shall correct any discrepancies or errors detected and reported within the acceptance period. After the acceptance period, the electronic files shall be deemed to be accepted and neither party shall have any obligation to correct errors or maintain electronic files. The Client is aware that differences may exist between the electronic files delivered and the printed hard -copy construction documents. In the event of a conflict between the signed construction documents prepared by the Consultant and electronic files, the signed or sealed hard -copy construction documents shall govern. In addition, the Client agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Consultant, its officers, directors, employees and sub - consultants (collectively, Consultant) against all damages, liabilities or costs, including reasonable attorneys' fees and defense costs, arising from any changes made by anyone other than the Consultant or from any reuse of the electronic files without the prior written consent of the Consultant. Under no circumstances shall delivery of electronic files for use by the Client be deemed a sale by the Consultant, and the Consultant makes no warranties, either express or implied, of merchantability and fitness for any particular purpose. In no event shall the Consultant be liable for indirect or consequential damages as a result of the Client's use or reuse of the electronic files. Exhibit MKSKSTUDIOS.COM TERMS AND CONDITIONS OF PROPOSAL SEVERABILITY Any term or provision of this Agreement found to be invalid under any applicable statute or rule of taw shall be deemed omitted and the remainder of this Agreement shall remain in full force and effect. SURVIVAL Notwithstanding completion or termination of this Agreement for any reason, all rights, duties and obligations of the parties to this Agreement shall survive such completion or termination and remain in full force and effect until fulfilled. ASSIGNMENT Neither party to this Agreement shall transfer, sublet or assign any rights under or interest in this Agreement (including but not limited to monies that are due or monies that may be due) without the prior written consent of the other party. Subcontracting to sub -consultants normally contemplated by the Consultant shall not be considered an assignment for purposes of this Agreement. PROPRIETARY INFORMATION The Client agrees that the technical methods, design details, techniques and pricing data contained in any material submitted by the Consultant pertaining to this Project or this Agreement shall be considered confidential and proprietary, and shall not be released or otherwise made available to any third party without the express written consent of the Consultant. ADA COMPLIANCE The Americans with Disabilities Act (ADA) provides that it is a violation of the ADA to design and construct a facility that does not meet the accessibility and usability requirements of the ADA unless it can be demonstrated that it is structurally impractical to meet such requirements. The Client understands that the requirements of the ADA will be subject to various and possibly contradictory interpretations. The Consultant, therefore, will use its reasonable professional efforts and judgment to interpret applicable ADA requirements and other federal, state and local laws, rules, codes, ordinances and regulations as they apply to the Project. The Consultant, however, cannot and does not warrant or guarantee that the Client's Project will comply with all interpretations of ADA requirements and/or requirements of other federal, state and local laws, rules, codes, ordinances and regulations as they apply to the Project. CORPORATE PROTECTION It is intended by the parties to this Agreement that the Consultant's services in connection with the Project shalt not subject the Consultant's individual employees, officers or directors to any personal legal exposurefor the risks associated with this Project. Therefore, and notwithstanding anything to the contrary contained herein, the Client agrees that as the Client's sole and exclusive remedy. any claim, demand or suit shall be directed and/or asserted only against the Consultant, an Ohio corporation, and not against any of the Consultant's individual employees, officers or directors. BETTERMENT If, due to the Consultant's negligence, a required item or component of the Project is omitted from the Consultant's construction documents, the Consultant shall not be responsible for paying the cost required to add such item or component to the extent that such item or component would have been required and included in the original construction documents. In no event will the Consultant be responsible for any cost or expense that provides betterment or upgrades or enhances the value of the Project. DEFECTS IN SERVICE The Client shall promptly report to the Consultant any defects or suspected defects in the Consultant's services of which the Client becomes aware, so that the Consultant may take measures to minimize the consequences of such a defect. The Client further agrees to impose a similar notification requirement on all contractors in its Client/Contractor contract and shall require all subcontracts at any level to contain a like requirement. Failure by the Client and the Client's contractors or subcontractors to notify the Consultant shall relieve the Consultant of the costs of remedying the defects above the sum such remedy would have cost had prompt notification been given when such defects were first discovered. CONTINGENCY The Owner and the Consultant agree that certain increased costs and changes may be required because of possible omissions, ambiguities or inconsistencies in the drawings and specifications prepared by the Consultant and, Mrs K therefore. that the final construction cost of the Project may exceed the estimated construction cost. The Owner agrees to set aside a reserve in the amount of at least ten 00) percent of the Project construction costs as a contingency to be used, as required, to pay for any such increased costs and changes. The Owner further agrees to make no claim by way of direct or third -party action against the Consultant or its sub -consultants with respect to any increased costs within the contingency because of such changes or because of any claims made by the Contractor relating to such changes. CONSEQUENTIAL DAMAGES Notwithstanding any other provision of this Agreement, and to the fullest extent permitted by law, neither the Client nor the Consultant, their respective officers, directors, partners, employees, contractors or sub -consultants shall be liable to the other or shall make any claim for any incidental, indirect or consequential damages arising out of or connected in any way to the Project or to this Agreement. This mutual waiver of consequential damages shall include, but is not limited to, loss of use, loss of profit, loss of business, loss of income, loss of reputation or any other consequential damages that either party may have incurred from any cause of action including negligence, strict liability, breach of contract and breach of strict or implied warranty. Both the Client and the Consultant shall require similar waivers of consequential damages protecting all the entities or persons named herein in all contracts and subcontracts with others involved in this project. CHANGED CONDITIONS If, during the term of this Agreement, circumstances or conditions that were -not originally contemplated by or known to the Consultant are revealed, to the extent that they affect the scope of services, compensation. schedule, allocation of risks or other material terms of this Agreement, the Consultant may call for re -negotiation of appropriate portions of this Agreement. The Consultant shall notify the Client of the changed conditions necessitating re- negotiation, and the Consultant and the Client shall promptly and in good faith enter into re -negotiation of this Agreement to address the changed conditions. If terms cannot be agreed to, the parties agree that either party has the absolute right to terminate this Agreement, in accordance with the Termination provision hereof. DEFINITION OF'HAZARDOUS MATERIALS As used in this Agreement, the term hazardous materials shall mean any substances, including but not limited to asbestos, toxic or hazardous waste, PCBs, combustible gases and materials, petroleum or radioactive materials (as each of these is defined in applicable federal statutes) or any other substances under any conditions and in such quantities as would pose a substantial danger to persons or property exposed to such substances at or near the Project site. HAZARDOUS MATERIALS -SUSPENSION OF SERVICES Both parties acknowledge that the Consultant's scope of services does not include any services related to the presence of any hazardous or toxic materials. In the event the Consultant or any other party encounters any hazardous or toxic materials, or should it become known to the Consultant that such materials may be present on or about the job site or any adjacent areas that may affect the performance of the Consultant's services, the Consultant may, at its option and without liability for consequential or any other damages, suspend performance of its services under this Agreement until the Client retains appropriate consultants or contractors to identify and abate or remove the hazardous or toxic materials and warrants that the job site is in full compliance with all applicable laws and regulations. HAZARDOUS MATERIALS INDEMNITY The Client agrees, notwithstanding any other provision of this Agreement, to the fullest extent permitted by law, to indemnity and hold harmless the Consultant, its officers, partners, employees and consultants (collectively, Consultant) from and against any and all claims, suits, demands, liabilities, losses, damages or costs, including reasonable attorneys' fees and defense costs arising out of or in any way connected with the detection, presence, handling, removal, abatement, or disposal of any asbestos or hazardous or toxic substances, products or materials that exist on, about or adjacent to the Project site, whether liability arises under breach of contract or warranty, tort, including negligence, strict liability or statutory liability or any other cause of action, except for the sole negligence or willful misconduct of the Consultant. Exhibit MKSKSTUDIOS.COM to Al Project Schedule 9MR MrsK Exhibit MKSKSTUDIOS.COM JULY MEETINGS THROUGHOUT PROCESS Meetings -City Staff Meetings - Mayor Brainard Stakeholder Meetings PHASE 1 Data Gathering, Review and Analysis Project Kickoff Physical Conditions Analysis Best Practice Evaluation/Case Studies PHASE 2 Redevelopment Planning Framework Planning Development Framework Testing Preferred Development Plan Exhibit MKSKSTUDIOS.COM EXHIBIT B Invoice Name of Company: Address & Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Date: Signature Printed Name Goods Services Person Providing Goods/Services Date Goods/ Service Provided Goods/Services Provided (Describe each good/service separately and in detail) Cost Per Item Hourly Rate/ Hours Worked Total GRAND TOTAL Signature Printed Name EXHIBIT C INSURANCE COVERAGES Worker's Compensation & Disability Employer's Liability: Bodily Injury by Accident/Disease: Bodily Injury by Accident/Disease: Bodily Injury by Accident/Disease: Property damage, contractual liability, products -completed operations: General Aggregate Limit (other than Products/Completed Operations): Products/Completed Operations: Personal & Advertising Injury Statutory Limits $100,000 each employee $250,000 each accident $500,000 policy limit $500,000 $500,000 Policy Limit: $500,000 Each Occurrence Limit: $250,000 Fire Damage (any one fire): $250,000 Medical Expense Limit (any one person): $ 50,000 Comprehensive Auto Liability (owned, hired and non -owned) Bodily Single Limit: Injury and property damage: Policy Limit: Umbrella Excess Liability Each occurrence and aggregate: Maximum deductible: $500,000 each accident $500,000 each accident $500,000 $500,000 $ 10,000 EXHIBIT D AFFIDAVIT 76M (, S fa r-rR , being first duly sworn, deposes and says that he/she is familiar with and has personal knowledge of the facts herein and, if called as a witness in this matter, could testify as follows: 1. I am over eighteen (18) years of age and am competent to testify to the facts contained herein. 2. I am now and at all times relevant herein have been employed by M SK 1. LL C (the "Employer") in the position of . Pr;A C 100.1 3. I am familiar with the employment policies, practices, and procedures of the Employer and have the authority to act on behalf of the Employer. 4. The Employer is enrolled and participates in the federal E -Verify program and has provided documentation of such enrollment and participation to the City of Carmel, Indiana. 5. The Company does not knowingly employ any unauthorized aliens. FURTHER AFFIANT SAYETH NOT. EXECUTED on the fh day of JuAf- , 20 -LB . Printed: TL P• r 7-- I certify under the penalties for perjury under the laws of the United States of America and the State of Indiana that the foregoing factual statements and representations are true and correct. w Printed: 74MA 3 Ar-T- CityJ� ®� Carmel INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120155 002 0 Page 1 of 1 PURCHASE ORDER NUMBER FEDERAL EXCISE TAX EXEMPT 101684 ONE CIVIC SQUARE 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES, A/P CARMEL, INDIANA 46032-2584 VOUCHER, DEUVERY MEMO, PACKING SLIPS, FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 SHIPPING LABELS AND ANY CORRESPONDENCE PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION 5/23/2018 371586 MKSK Dept of Community Service VENDOR 462 S. LUDLOW ALLEY SHIP 1 Civic Square TO Carmel, IN 46032 - COLUMBUS, OH 43215 - PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT 26168 QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION uepartment: 1192 Fund: 101 General Fund Account: 43-509.00 1 Each Land Development Planning Send Invoice To: Dept of Community Service 1 Civic Square Carmel, IN 46032 - DEPARTMENT $35,000.00 Sub Total $35,000.00 $35,000.00 7slcServlces $32,000 plus ask " `' $3,000 equals $35,000 total. f . N A-, PLEASE INVOICE IN DUPLICATE ACCOUNT I PROJECT I PROJECT ACCOUNT AMOUNT PAYMENT $35,000.00 SHIPPING INSTRUCTIONS 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 'SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN 'C.O.D. SHIPMENT CANNOT BE ACCEPTED. THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. 'PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL 'THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY Mike Hollibaugh Director CONTROL N0. 101684 TITLE CLERK -TREASURER