HomeMy WebLinkAboutCrossRoad Engineers, P.C./ICS/$5,000/On-call consulting feeCrossRoad Engineers, P.C.
Information Systems Department - 2020
Appropriation #43-404.00; P.O.#104056
Contract Not To Exceed $5,000.00
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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 CrossRoad Engineers, P.C. (hereinafter "Professional").
RECITALS
WHEREAS City owns and is responsible for the operation and maintenance of its property, personnel, public
works and infrastructure; and
WHEREAS, from time to time, City needs professional ass istance in fulfilling its foregoing responsibilities;
and
WHEREAS, Professional is experienced in providing and desires to provide to City the professional services
(“Services”) referenced herein; and
WHEREAS, City desires to engage Professional as an ind ependent 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 attach ed
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 encu mbered 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.
By Jon Oberlander at 2:49 pm, Jun 19, 2020
DocuSign Envelope ID: FCAE68C3-BEEB-4AB6-B20D-7326E4322747
CrossRoad Engineers, P.C.
Information Systems Department - 2020
Appropriation #43-404.00; P.O.#104056
Contract Not To Exceed $5,000.00
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SECTION 3 CITY'S RESPONSIBILITIES
3.1 City shall provide such information as is reasonably necessary for P rofessional 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 43-404.00 funds.
3.5 City shall designate the Mayor or his duly authorized repre sentative 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 Five Thousand Dollars ($5,000.00) (the “Estimate”). Professional shall submit an invoice to City no more
than once every thirty (30) days for Services provid ed 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 th at would cause the total cost of same to exceed the
Estimate, without City’s prior written consent.
DocuSign Envelope ID: FCAE68C3-BEEB-4AB6-B20D-7326E4322747
CrossRoad Engineers, P.C.
Information Systems Department - 2020
Appropriation #43-404.00; P.O.#104056
Contract Not To Exceed $5,000.00
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SECTION 6 TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Section 7.1
hereinbelow, this Agreement shall b e in effect from the Effective Date through December 31, 2020, 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 Servic es 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 s uch 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 cons trued 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 wa rrants 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.
DocuSign Envelope ID: FCAE68C3-BEEB-4AB6-B20D-7326E4322747
CrossRoad Engineers, P.C.
Information Systems Department - 2020
Appropriation #43-404.00; P.O.#104056
Contract Not To Exceed $5,000.00
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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 in jury, 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 o n 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 propert y. 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 office rs, 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.
DocuSign Envelope ID: FCAE68C3-BEEB-4AB6-B20D-7326E4322747
CrossRoad Engineers, P.C.
Information Systems Department - 2020
Appropriation #43-404.00; P.O.#104056
Contract Not To Exceed $5,000.00
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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 c ontemplated 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 reta ins 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”). S hould 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.
DocuSign Envelope ID: FCAE68C3-BEEB-4AB6-B20D-7326E4322747
CrossRoad Engineers, P.C.
Information Systems Department - 2020
Appropriation #43-404.00; P.O.#104056
Contract Not To Exceed $5,000.00
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7.13 Notice
Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to this Agreement
shall be written and either hand -delivered or sent by prepaid U.S. certified mail, return receipt requested,
addressed to the parties as follows:
CITY:
City of Carmel Douglas C. Haney
Information Systems Department Corporation Counsel
31 1st Avenue NW One Civic Square
Carmel, Indiana 46032 Carmel, Indiana 46032
PROFESSIONAL:
CrossRoad Engineers, P.C.
3417 S Sherman Dr
Beech Grove, Indiana 46107
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 req uired 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 th e 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 t he 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 re medies 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.
7.18 Entire Agreement
DocuSign Envelope ID: FCAE68C3-BEEB-4AB6-B20D-7326E4322747
CrossRoad Engineers, P.C.
Information Systems Department - 2020
Appropriation #43-404.00; P.O.#104056
Contract Not To Exceed $5,000.00
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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 pro vision 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 authorize d 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 Agr eement are inserted for convenience only and d o 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 underst and 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 generate d 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 a ll 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 employee s 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.
DocuSign Envelope ID: FCAE68C3-BEEB-4AB6-B20D-7326E4322747
CrossRoad Engineers, P.C.
Information Systems Department - 2020
Appropriation #43-404.00; P.O.#104056
Contract Not To Exceed $5,000.00
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7.25 Accomplishment of Project
Professional shall commence, carry on, and complete the project with all practicable dispatch, in a sound
economical and efficient manner, in accordance with the provisions thereof and all applicable laws. In
accomplishing the project, Professional shall take such steps as are appropriate to ensure that the work
involved is properly coordinated with re lated work being carried on within City’s organization.
7.26 Debarment And Suspension
7.26.1 The Professional certifies by entering into this Agreement that neither it nor its principals nor any of
its subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or
voluntarily excluded from entering into this Agreement by any federal agency or by any department, agency
or political subdivision of the State of Indiana. The ter m “principal” for purposes of this Agreement means an
officer, director, owner, partner, key employee or other person with primary management or supervisory
responsibilities, or a person who has a critical influence on or substantive control over the opera tions of the
Professional.
7.26.2 The Professional certifies that it has verified the state and federal suspension and debarment status
for all subcontractors rec eiving funds under this Agreement and shall be solely responsible for any
recoupment, penalties or costs that might arise from use of a su spended or debarred subcontractor. The
Professional shall immediately notify the City if any subcontractor becomes debarred or suspended, and
shall, at the City’s request, take all steps required by the City to terminate its contractual relationship with the
subcontractor for work to be performed under this Agreement.
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 subje ct 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 Reco rds Act, as codified in Indiana Code 5-14-3-1, et seq., as
amended.
7.28 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.
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7/1/2020
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3417 SHERMAN DR, BEECH GROVE, IN 46107 // 317.780.1555 // CROSSROADENGINEERS.COM PAGE 1 of 6
February 24, 2020
Mr. Timothy Renick
Director
City of Carmel Information and Communications Systems
Three Civic Square (3rd Floor)
Carmel, IN 46032
RE: Scope and Fee Proposal
City of Carmel Information and Communications Systems
On-Call Consulting Services
Dear Timothy:
As we discussed, CrossRoad Engineers is pleased to present this proposal to provide professional
on-call consulting services for the City of Carmel Information and Communications Systems
(Carmel ICS). Crossroad Engineers, P.C. will provide these services as an extension of the Carmel
ICS staff on an hourly basis.
It is anticipated that these consulting services may include, but not limited to: representation at the
ongoing City of Carmel monthly utility coordination meetings, new facility planning and existing
facility documentation, and project specific utility coordination services. These utility coordination
services may include, but not limited to: initial utility verification response; review of Pre liminary
Field Check Plans (PFC) and attendance at PFC meetings; coordination with designers for conflict
resolution; coordination with your department for new facility or relocation needs; and final work
plan response, which may include preparing final work plan documents and relocation agreements,
construction drawings, and cost estimates, etc. All work tasks shall be completed at the direction of
Carmel ICS staff.
Attached are our 2020 Hourly Billing Rates which we will be using for the remainder of this year for
this work.
For additional services not covered herein, the work will be performed as authorized by you at a
mutually agreed upon rate.
During the course of this work, progress invoices will be prepared for the portions of the work done
to date. These invoices will be submitted by the 5th of each month and will become due by the 30th
of that same month. Invoices not paid within 30 days after submission to you will accrue interest at
a rate of 1.5% per month. Acceptance of this proposal is incl usive of the Terms and Conditions
included herein.
We are ready to begin and appreciate you allowing CrossRoad Engineers to provide consulting
services for the City of Carmel Information and Communications Systems department. We value
your confidence in our ability and appreciate the opportunity to continue our partnership with you.
If you have any questions, please call me at 780 -1555 ext. 140.
EXHIBIT
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Sincerely,
CrossRoad Engineers, PC
________________________________________________ __02/24/2020 _____________
William Hall II, P. E. Date
Vice President
Please signify your acceptance by signing below:
________________________________________________ _____________________________
City of Carmel ICS Date
6/15/2020
EXHIBIT
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TERMS AND CONDITIONS
1. SCOPE OF WORK
CrossRoad Engineers, PC. (CRE) shall perform the
services defined in the attached proposal at the fees
stated in the proposal or the attached fee schedule.
Any estimate of time and materials shall not be
considered as a fixed price, but only an estimate
(unless otherwise specifically stated in this
contract). CRE will provide additional services at a
mutually agreed price. This o f f e r w i l l be
v a l i d f o r n i n e t y (90) d a y s u n l e s s
otherwise stated. Upon acceptance, this proposal
and associated terms and conditions shall
become the contract.
2. RIGHT OF ENTRY
Client grants to CRE the right of entry to the project
site by its employees, agents, and subcontractors; to
perform services, post signage, and represents that
it has obtained the needed permits and licenses for
the proposed work. If Client does not own the site,
Client warrants and represents to CRE that it has the
authority and permission of the owner and
occupant of the site to grant right of entry to CRE.
3. PAYMENT TERMS
CRE will submit invoices to the Client throughout the
project and a final invoice upon completion of
services. There shall be no retainage of fees due and
payable to CRE. Payment is due within thirty (30) days
of invoice receipt, regardless of whether the client
has been reimbursed by any other party. Client
agrees to pay interest of one and one-half percent
(1½%) per month, or the maximum rate allowed by
law, on past due accounts. Any attorney’s fees,
collection fees or other costs incurred in collecting
any delinquent amount shall be paid by Client.
4. STANDARD OF CARE
The services shall be performed in accordance with
generally accepted industry principles and practices,
consistent with a level of care and skill ordinarily
practiced by reputable members of the profession
currently providing similar services under similar
circumstances. Except as set forth herein, CRE
makes no other representation, guarantee, or
warranty, express or implied, in fact or by law,
whether any merchantability, fitness for any
particular purpose or otherwise concerning any of
the services which may be furnished by CRE to Client.
Client agrees to give CRE written notice of any
breach or default under this section and to give CRE
a reasonable opportunity to cure such breach or
default, without the payment of additional fees to
CRE, as condition precedent to any claim for
damages.
5. INSURANCE AND GENERAL LIABILITY
CRE maintains Workers’ Compensation and
Employers’ Liability Insurance in compliance with the
laws of the state having jurisdiction over the
individual employee. CRE has insurance coverage
under general liability, property damage, and
professional liability, which CRE deems to be
adequate. Certificates for such policies of insurance
shall be provided to Client upon request. CRE may
provide additional insurance coverage beyond stated
limits at the Client’s request and expense.
6. TERMINATION
Either party may suspend performance immediately
upon becoming aware of a breach of the terms of
this contract by the other party and provide notice
of its intention to terminate. In the event CRE
determines there may be a significant risk that
CRE’S fees may not be paid on a timely basis, CRE
may suspend performance and/or retain any
reports, work products, or other information until
Client provides CRE with adequate assurances of
payment. The filing of a voluntary or involuntary
bankruptcy petition, appointment of a receiver,
assignment for the benefit of creditors or other
similar act of insolvency shall constitute a breach.
Termination will become effective seven (7) calendar
days after receipt of notice by the breaching party
unless the event(s) giving rise to the breach are
remedied within the timeframe or the party seeking
termination revokes its notice. Either party, without
cause, may terminate this contract upon providing
ten (10) calendar days written notice to the other
party.
7. ASSIGNS
This contract may be amended by written
instrument, e- mail confirmation, or written
confirmation of a verbal agreement,
a c k n o w l e d g e d or s i g n e d by bo t h
p a r t i e s . Client shall not assign this proposal or
any reports or information generated because of
contracted services pursuant to this proposal
without written consent of CRE.
8. SAFETY
CRE’S responsibility for safety on site shall be limited
to its own personnel, subcontractors, and any
individuals who are directly involved with CRE’S work
on site. This shall not be construed to relieve the
Client or any of its contractors from their
responsibilities for maintaining a safe jobsite.
Neither the professional activities of CRE, nor the
EXHIBIT
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presence of CRE’S employees and its
subcontractors shall be construed to imply that CRE
has any responsibility for any activities on the site,
which are performed by personnel other than CRE’S
employees or subcontractors.
9. CONFLICTS
Should any element of the Terms and Conditions be
deemed in conflict with any element of the
proposal/contract, unless the proposal/contract
clearly voids the conflicting element in the Terms
and Conditions, wording of the Terms and
Conditions shall govern. Any element of this
agreement later held to violate a law or regulation
shall be deemed void, but all remaining provisions
shall continue in force. The Terms and Conditions
set forth herein shall survive the termination of this
contract . No action , legal or otherwise , may
be brought against CRE arising from its
performance of services under t h i s
c o n t r a c t , whether for breach of contract,
tort, or otherwise, unless CRE shall have received
within two (2) years after completion of services
under this contract a written notice specifying the
alleged defects in CRE’S performance or other
breach.
10. CONSEQUENTIAL DAMAGES
In no event shall either party be liable to the other
party for any consequential, incidental, or indirect
damages including, though not limited to, loss of
income, loss of profits, loss or restriction of use of
property, or any other business losses regardless as
to whether such damages are caused by breach of
contract or warranty, negligent acts or omissions, or
other wrongful acts.
11. DISPUTE RESOLUTION
Any claim or dispute made against CRE for
inadequate, negligent, or improper performance of
services by CRE pursuant to this contract must be
resolved by negotiation or mediation. Any party to
this contract may demand that any such disputes be
resolved by negotiation or mediation, unless the
parties mutually agree otherwise. If the dispute is
not resolved through negotiation or mediation, the
parties shall then have any and all remedies
available to them under the law of the state of
Indiana.
12. FAILURE TO FOLLOW RECOMMENDATIONS
Client will not hold CRE or its subcontractors liable
for any consequential, incidental, or indirect
damages or business losses that may occur based
on, or which may result from CRE’S or its
subcontractors' recommendations that are not
followed. Client waives any claim against CRE and
agrees to defend, indemnify, and hold CRE harmless
from any claim, liability for injury, or business loss
that results from CRE’S recommendations that are
not followed.
13. FORCE MAJEURE
Neither Client nor CRE shall hold the other
responsible for damages or delays in performance
caused by events beyond the control of the other
party and which could not reasonably have been
anticipated or prevented, including but not limited
to, acts of God, materially different site conditions,
wars, riots, rebellions, sabotage, fires, explosions,
accidents, floods, strikes or other conceded acts of
workers, lockouts, or changes in laws, regulations,
or o r d i n a n c e s . The p a r t y i n t e n d i n g to
i n v o k e f o r c e majeure shall provide prompt
notice to the other party.
14. RIGHT TO STOP OR DIRECT WORK
Since CRE’S duties and services are limited to the
scope of work proposed and contracted with the
Client to perform, CRE shall not under any
circumstances give a stop-work order or direct
work, either for quality, safety or any other reason,
unless directed solely to CRE personnel or its
subcontractors’ personnel. Neither shall CRE be
responsible for the possible consequences of not
issuing a stop-work order. CRE will only report to
Client regarding the quality of the work CRE has
performed, or been contracted to observe and
monitor.
15. CONSTRUCTION ADMINISTRATION
CRE shall not, except for its own services and for
services it subcontracts, specify project site
procedures, manage or supervise project work,
implement or be responsible for project site health
and safety procedures. CRE shall not be
responsible for the acts or omissions of other
parties on the project site and shall not have control
or charge of and not be responsible, without
limitation, for project means, methods, techniques,
sequences, or procedures. CRE’S project services
shall not relieve any other parties from their
responsibility for performing work in accordance
with applicable plans, specifications, safety
requirements, laws, and regulations. CRE’S proposed
services are limited to its proposed and contracted
scope of w o r k a n d d o e s n o t i m p l y or
w a r r a n t t h a t CRE is responsible for observing
all activities and personnel at the project site.
The words “administration”, “supervision”,
“inspection”, or “control”, if used about CRE’s work,
are only intended to mean periodic observation or
monitoring of the project work as outlined in CRE’S
proposed and contracted scope of work.
EXHIBIT
A
DocuSign Envelope ID: FCAE68C3-BEEB-4AB6-B20D-7326E4322747
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16. SITE WORK
CRE will take reasonable precautions to avoid any
damage to the project site from the activities of its
personnel, subcontractors, or equipment. Any
damage caused by CRE’S negligence will be restored
at CRE’S expense; however, unavoidable damage
caused in the execution of the project work such as
tire rutting, cutting and splicing of fences, drilling
through pavements, cutting of brush and trees,
coring through pavements, etc., will not be restored
unless otherwise stated in the contract.
17. UTILITIES
In the execution of any subsurface exploration, CRE
will take reasonable precautions to avoid damage
to subterranean structures or utilities of which CRE
has received notification; however, it is the Client’s
responsibility to mark or furnish the locations of all
underground, manmade obstructions or utilities.
Client shall indemnify, defend, and hold harmless
CRE from and against any claims, losses, or
damages incurred or asserted against CRE related
to Client’s failure to mark, protect, inform, or
advise CRE of underground structures or utilities,
unless stated in our contracted scope of services
18. OWNERSHIP OF DOCUMENTS
Client agrees that all original documents and
drawings produced by CRE in accordance with this
agreement, except documents, which are required
to be filed with public agencies, shall remain the
property of CRE. Client agrees to be liable and
responsible for the use of unsigned plans, drawings,
or other documents not signed by CRE, and waives
liability against CRE for their use. Further, client
agrees to waive any claim against CRE and to
indemnify, defend, and hold harmless CRE from all
claims arising out of any use, not authorized in
writing by CRE, of these documents by third Parties
not related to this agreement.
19. PUBLIC RESPONSIBILITY
Client shall be responsible for reporting to
appropriate governmental and licensing agencies
with respect to any legal or regulatory
requirements, code violations, or hazardous
substances detected on site. If Client disregards
CRE’S and its subcontractors’ recommendations for
reporting or public health and safety, Client waives
any claim against CRE and its subcontracts and
agrees to defend, indemnify, and hold harmless CRE
and its subcontractors from any claim, business loss,
liability for injury, or loss arising from disregarding
CRE’S or its subcontractors’ recommendations of
reporting.
20. NON-SOLICITATION
During the term of this Agreement and for (6) six
months after any termination of this Agreement,
CLIENT will not directly or indirectly solicit, induce,
recruit, divert or hire away, encourage, or otherwise
endeavor the cause or attempt to cause any
employee or consultant of CRE to terminate their
relationship to CRE.
EXHIBIT
A
DocuSign Envelope ID: FCAE68C3-BEEB-4AB6-B20D-7326E4322747
3417 SHERMAN DR, BEECH GROVE, IN 46107 // 317.780.1555 // CROSSROADENGINEERS.COM PAGE 6 of 6
Rates Effective through December 2020
HOURLY BILLING RATES
PERSONNEL CLASSIFICA TION HOURLY RATE
DESI GN
Director $ 160.00
Senior Project Manager 140.00
Project Manager 120.00
Project Engineer 105.00
Assistant Project Engineer 90.00
CADD Manager 105.00
CADD Technician 90.00
Assistant CADD Technician 75.00
R/W Manager 155.00
R/W Appraiser 155.00
R/W Buyer 155.00
INSP ECTION
Director $ 160.00
Resident Project Representative 125.00
Asst Resident Project Representative 115.00
Project Inspector 105.00
Assistant Project Inspector 85.00
SURV EY
Survey Manager $ 130.00
Assistant Survey Manager 95.00
Survey Crew – 1 Man 115.00
Crew Chief 95.00
Field Man 70.00
Researcher 85.00
Survey Technician 90.00
MISC ELLANEOUS
Mileage (per mile) Current IRS Rate
Other Direct Costs at cost +15%
EXHIBIT
A
DocuSign Envelope ID: FCAE68C3-BEEB-4AB6-B20D-7326E4322747
EXHIBIT B
Invoice
Date:
Name of Company:
Address & Zip:
Telephone No.:
Fax No.:
Project Name:
Invoice No.
Purchase Order No:
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
DocuSign Envelope ID: FCAE68C3-BEEB-4AB6-B20D-7326E4322747
EXHIBIT C
INSURANCE COVERAGES
Worker’s Compensation & Disability Statutory Limits
Employer’s Liability:
Bodily Injury by Accident/Disease: $100,000 each employee
Bodily Injury by Accident/Disease: $250,000 each accident
Bodily Injury by Accident/Disease: $500,000 policy limit
Property damage, contractual liability,
products-completed operations:
General Aggregate Limit (other than
Products/Completed Operations): $500,000
Products/Completed Operations: $500,000
Personal & Advertising Injury
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: $500,000 each accident
Injury and property damage: $500,000 each accident
Policy Limit: $500,000
Umbrella Excess Liability
Each occurrence and aggregate: $500,000
Maximum deductible: $ 10,000
DocuSign Envelope ID: FCAE68C3-BEEB-4AB6-B20D-7326E4322747
EXHIBIT D
AFFIDAVIT
Trent E. Newport ,
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. 1 am now and at all times relevant herein have been employed by
CrossRoad Engineers, PC (the "Employer")
in the position of President
3. 1 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 18th day of January 2018 .
Printed:
Trent E. Newport
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.
Printed:
Trent E. Newport
DocuSign Envelope ID: FCAE68C3-BEEB-4AB6-B20D-7326E4322747
DocuSign Envelope ID: FCAE68C3-BEEB-4AB6-B20D-7326E4322747