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HomeMy WebLinkAboutBaker Tilly US, LLP/Mayor's Office/$35,000/Professional Services for Voluntary Carbon Offset Industry DocuSign Envelope ID: EEB8DDAA-244B-495A-8E87-2D27A8611A8B D'Q1iC1 l lily IJ iJ,i i r Mayor's Office-2022 Appropriation#1160 4341999; P.O.#106552 Contract Not To Exceed$35,000.00 AGREEMENT FOR PROFESSIONAL SERVICES ryy.ton crt>eata,vcaer ae a:rrz aa,r,,.rer,,mr,rcraa 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 Baker Tilly US, LLP (hereinafter"Professional"). RECITALS WHEREAS, the City owns and is responsible for the operation and maintenance of its property, personnel, public works and infrastructure; and WHEREAS, from time to time, City needs professional assistance in fulfilling its foregoing responsibilities; and WHEREAS, Professional is experienced in providing and desires to provide to City the professional services ("Services") referenced herein; and WHEREAS, City desires to engage Professional as an independent contractor for the purpose of providing to City the Services referenced herein; NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions set forth herein, City and Professional mutually agree as follows: SECTION 1 INCORPORATION OF RECITALS The foregoing Recitals are hereby incorporated into this Agreement and made a part hereof. SECTION 2 SCOPE OF SERVICES 2.1 City desires to engage Professional as an independent contractor to provide Phases I and II of the Services, as 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:\joberlander\Contracts\Baker Tilly Capital LLC Volmntary Carbon Offset Markets Professional Services Agreement Revised 5.26.22.doc:5/26/2022 10:01 AM] 1 DocuSign Envelope ID: EEB8DDAA-244B-495A-8E87-2D27A8611A8B DAliGI l my V J,LLr Mayor's Office -2022 Appropriation#1160 4341999; P.O.#106552 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 1160 4341999 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 Phases I and II of the Services shall be no more than Thirty Five Thousand Dollars ($35,000.00), billed at the rates set forth in Exhibit A (the "Estimate"). Professional shall also be reimbursed for reasonable expenses as set forth in Exhibit A. 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:\joberlander\Contracts\Baker Tilly Capital LLC Volmntary Carbon Offset Markets Professional Services Agreement Revised 5.26.22.doc:5/26/2022 10:01 AM] 2 DocuSign Envelope ID: EEB8DDAA-244B-495A-8E87-2D27A8611A8B DAliGI l my V J,LLr Mayor's Office -2022 Appropriation#1160 4341999; P.O.#106552 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, 2022, 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. [S:\joberlander\Contracts\Baker Tilly Capital LLC Volmntary Carbon Offset Markets Professional Services Agreement Revised 5.26.22.doc:5/26/2022 10:01 AM] 3 DocuSign Envelope ID: EEB8DDAA-244B-495A-8E87-2D27A8611A8B DAIWGI 1 my V J,LLr Mayor's Office -2022 Appropriation#1160 4341999; P.O.#106552 Contract Not To Exceed$35,000.00 7.5 Insurance 7.5.1 Professional shall, as a condition precedent to this Agreement, purchase and thereafter maintain such insurance as will protect it and City from the claims set forth below which may arise out of or result from Professional's operations under this Agreement, whether such operations be by Professional or by its subcontractors or by anyone directly or indirectly employed by any of them, or by anyone directly for whose acts any of them may be liable: 1) Claims under Worker's Compensation and Occupational Disease Acts, and any other employee benefits acts applicable to the performance of the work; 2) Claims for damages because of bodily injury and personal injury, including death, and; 3) Claims for damages to property. Professional's insurance shall be not less than the amounts shown below: A. Commercial General Liability (Occurrence Basis) Bodily Injury, personal injury, property damage, Contractual liability, product/completed operations Each Occurrence Limit $1,000,000.00 Damage to Rented Premises $100,000.00 (each occurrence) Medical Expense Limit $5,000.00 Personal and Advertising Injury Limit $500,000.00 General Aggregate Limit $2,000,000.00 (Other than Products Completed Operations) NOTE: GENERAL AGGREGATE TO APPLY PER PROJECT Products/Completed Operations $1,000,000.00 B. Auto Liability $1,000,000.00 (combined single limit) (owned, hired & non-owned) Bodily injury& property damage $1,000,000.00 each accident [S:\joberlander\Contracts\Baker Tilly Capital LLC Volmntary Carbon Offset Markets Professional Services Agreement Revised 5.26.22.doc:5/26/2022 10:01 AM] 4 DocuSign Envelope ID: EEB8DDAA-244B-495A-8E87-2D27A8611A8B DAliGI l my V J,LLr Mayor's Office -2022 Appropriation#1160 4341999; P.O.#106552 Contract Not To Exceed$35,000.00 C. Excess/Umbrella Liability $2,000,000 (each occurrence and aggregate) D. Worker's Compensation & Disability Statutory E. 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 F. Professional Liability Insurance. The Professional shall carry and maintain during the continuance of this Agreement, professional liability insurance in the amount of $2,000,000 for single limit claims and $3,000,000 in the aggregate. The Professional's policy of insurance shall contain prior acts coverage sufficient to cover all Services performed by the Professional for this Project. Upon City's request, Professional shall give prompt written notice to City of any and all claims made against this policy during the period in which this policy is required to be maintained pursuant to this Agreement. If the insurance is written on a claims-made basis and coverage is cancelled at any time, the Professional will obtain, at its cost, an extended reporting endorsement which provides continuing coverage for claims based upon alleged acts or omissions during the term of the Agreement until all applicable statute of limitation periods have expired. 7.5.2 Professional shall provide the City with a certificate of insurance, naming the City as an "additional insured," showing such coverage then in force (but not less than the amount shown above) shall be filed with City prior to commencement of any work. These certificates shall contain a provision that the policies and the coverage afforded will not be canceled until at least thirty (30) days after written notice has been given to City. 7.5.3 Professional may, with the prior approval of the City, substitute different types of coverage for those specified if the total amount of required protection is not reduced. Professional shall be responsible for all deductibles. 7.5.4 Nothing in the above provisions shall operate as or be construed as limiting the amount of liability of Professional to the above enumerated amounts. 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. [S:\joberlander\Contracts\Baker Tilly Capital LLC Volmntary Carbon Offset Markets Professional Services Agreement Revised 5.26.22.doc:5/26/2022 10:01 AM] 5 DocuSign Envelope ID: EEB8DDAA-244B-495A-8E87-2D27A8611A8B DAIWGI 1 my V J,LLr Mayor's Office -2022 Appropriation#1160 4341999; P.O.#106552 Contract Not To Exceed$35,000.00 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. 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. [S:\joberlander\Contracts\Baker Tilly Capital LLC Volmntary Carbon Offset Markets Professional Services Agreement Revised 5.26.22.doc:5/26/2022 10:01 AM] 6 DocuSign Envelope ID: EEB8DDAA-244B-495A-8E87-2D27A8611A8B DAliGI l my V J,LLr Mayor's Office -2022 Appropriation#1160 4341999; P.O.#106552 Contract Not To Exceed$35,000.00 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 C, 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 C. 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. 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 Mayor's Office Office of Corporation Counsel One Civic Square One Civic Square Carmel, Indiana 46032 Carmel, Indiana 46032 ATTENTION: Mayor James Brainard Attn: Jon Oberlander [S:\toberlander\Contracts\Baker Tilly Capital LLC Volmntary Carbon Offset Markets Professional Services Agreement Revised 5.26.22.doc:5/26/2022 10:01 AM] 7 DocuSign Envelope ID: EEB8DDAA-244B-495A-8E87-2D27A8611A8B DAliGI l my V J,LLr Mayor's Office -2022 Appropriation#1160 4341999; P.O.#106552 Contract Not To Exceed$35,000.00 PROFESSIONAL: Baker Tilly US, LLP Energy& Infrastructure Group 1650 Market Street, Suite 4500 Philadelphia, PA 19103 ATTENTION: Gideon Gradman 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. 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. [S:\joberlander\Contracts\Baker Tilly Capital LLC Volmntary Carbon Offset Markets Professional Services Agreement Revised 5.26.22.doc:5/26/2022 10:01 AM] 8 DocuSign Envelope ID: EEB8DDAA-244B-495A-8E87-2D27A8611A8B DAliGI l my V J,LLr Mayor's Office -2022 Appropriation#1160 4341999; P.O.#106552 Contract Not To Exceed$35,000.00 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:\joberlander\Contracts\Baker Tilly Capital LLC Volmntary Carbon Offset Markets Professional Services Agreement Revised 5.26.22.doc:5/26/2022 10:01 AM] 9 DocuSign Envelope ID: EEB8DDAA-244B-495A-8E87-2D27A8611A8B DAliGI l my V J,LLr Mayor's Office -2022 Appropriation#1160 4341999; P.O.#106552 Contract Not To Exceed$35,000.00 7.25 Accomplishment of Project Professional shall commence, carry on, and complete the project with all practicable dispatch, in a sound economical and efficient manner, in accordance with the provisions thereof and all applicable laws. In accomplishing the project, Professional shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on within City's organization. 7.26 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 term "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 operations of the Professional. 7.26.2 The Professional certifies that it has verified the state and federal suspension and debarment status for all subcontractors receiving funds under this Agreement and shall be solely responsible for any recoupment, penalties or costs that might arise from use of a suspended 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 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 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. [S:\joberlander\Contracts\Baker Tilly Capital LLC Volmntary Carbon Offset Markets Professional Services Agreement Revised 5.26.22.doc:5/26/2022 10:01 AM] 10 DocuSign Envelope ID: EEB8DDAA-244B-495A-8E87-2D27A8611A8B D aliC1 I lily IJ 3,i i r Mayor's Office-2022 Appropriation#1160 4341999; P.O.#106552 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 BAKER TILLY US, LLP by and through its Board of Public Works and Safety BY: BY: DocuSigned by: D James Brainard,''Presiding Officer Authorized orq�iavovo g Signature Date: 6/15/2022 Printed Name: Todd Carpenter DocuSigned by: Qom, fta, Title: Partner, CPA DateP�� l �e1r Date: June 6, 2022 DocuSigned by: (m i LatsatA, \mps° a'tso °M�mo er 6%152 Date: ATTEST: DocuSigned by: at-C. uJok-00.1 SUMAiljaift,tierkU/15/20 2 Date: [S:\joberlander\Contracts/Baker Tilly Capital LLC Volmntary Carbon Offset Markets Professional Services Agreement Revised 5.26.22.doc:5/26/2022 10:01 AM] 11 DocuSign Envelope ID: EEB8DDAA-244B-495A-8E87-2D27A8611A8B bakertiLty now,for tomorrow. Baker Tilly US,LLP 4807 Innovate Lane Madison,WI 53718 United States of America T:+1(608)249 6622 F:+1(608)249 8532 bakertilly.com CONFIDENTIAL May 24, 2022 Mayor James Brainard City of Carmel City Hall, One Civic Square Carmel, Indiana 46032 SENT VIA ELECTRONIC MAIL Dear Mayor Brainard, It was great speaking with you recently. Based on our conversations, we understand that the City of Carmel is interested in learning more about the voluntary carbon offset industry, identifying ways for the city to capitalize on existing initiatives, and exploring new opportunities to generate carbon offsets as a revenue stream. The team at Baker Tilly would be happy to support you in that effort. The City of Carmel, IN (the "City" or"Client") is interested in working with Baker Tilly US ("Baker Tilly") as its consulting advisor, to provide market intelligence and expertise in the field of voluntary carbon offsets and to assist with navigating through a carbon offset project feasibility study, the carbon offset verification process, and the potential marketing of carbon offsets. This engagement letter and the attached standard business terms (collectively, this "Agreement") sets forth an understanding of the nature and scope of the services to be performed and the fees we will charge for the services, to achieve mutually agreed-upon objectives. Understanding of Your Needs Based on previous discussions, we understand that: EXHIBIT A Page 1 of 9 DocuSign Envelope ID: EEB8DDAA-244B-495A-8E87-2D27A8611A8B • The City of Carmel needs Baker Tilly to provide an industry overview on the voluntary carbon market, including its key players, mechanisms for carbon credit generation and sale, and ways in which market participants engage. • The City needs to understand the different project pathways or protocols that exist for carbon offsets and how they can be applied to Carmel's current sustainability efforts. • The City needs help to potentially apply for a new pathway or protocol through an accredited carbon registry organization. Scope of Services The Energy & Infrastructure Group of Baker Tilly offers clients an array of services including financial and investment advisory services and energy industry-focused consulting services to augment business development, project development, and commercial contracting. Based on our conversations, we will provide the following services ("Services") to support the City of Carmel's exploring the feasibility of carbon offset projects,and, if deemed feasible,supporting the City's pursuit of developing one or more carbon offset projects (the "Engagement"). Services to be provided are: • Phase I: Industry research and presentation materials: Research and develop internal learning materials and presentations/collateral (as required) for the City of Carmel detailing the U.S. voluntary carbon offset markets: o Provide a detailed summary of the voluntary carbon offset market, including but not limited to key players, market dynamics, pricing, deal structures, carbon offset pathways and protocols, and potential opportunities o Develop internal presentation materials for the City of Carmel, as well as marketing materials for the City of Carmel to provide and present to third parties o Make a public presentation on the voluntary carbon offset market at an attendee gathering at the U.S. Conference of Mayors in Reno, Nevada on June 3-6th at the request of Jim Brainard, Mayor of the City of Carmel. • Phase II: Identify carbon offset generation potential in the City of Carmel: Baker Tilly will provide advisory services to City of Carmel in its efforts to determine the feasibility of carbon offset credit generation from existing city programs as well as new market entrance opportunities. o Review existing City initiatives and programs including the development of roundabouts, urban tree planting, yard waste disposal, etc. to identify potential offset projects o Understand the different pathways from the major carbon registries (CAR, ACR, Gold Standard, Verra) to see if and how Carmel can take advantage of existing project eligibility pathways o Determine the feasibility of applying for a new pathway, including the associated costs, specific project requirements, and the independent verification process EXHIBIT A Page 2 of 9 DocuSign Envelope ID: EEB8DDAA-244B-495A-8E87-2D27A8611A8B • Phase III (to be contingent on the results of Phase II): Initiate the process of verifying one or more one carbon offset project for the City of Carmel using an existing project eligibility pathway: o Pursue verification for one or more carbon offset project in Carmel through an existing pathway, for either an existing city initiative or a new sustainability initiative in the city (e.g. Urban forestry, refrigerator recycling, LFG project, wastewater treatment) o Support monetizing the carbon offset(s) generated by carbon offset project(s) by assisting the City of Carmel with (a) outreach to potential buyers or third-party marketers, (b) negotiating agreements for the sale and monetization of carbon offsets, and (c) other relevant commercial support as requested by the City of Carmel. • Phase IV (to be contingent on the results of phase II): Pursue the development of one or more new protocol/pathway through an accredited carbon registry that would enable a carbon reduction action/activity this is not currently covered under existing protocols: o Advise City of Carmel on pathway/protocol development and certification process for a sustainability activity initiative to be identified o Represent the City of Carmel when dealing with registry officials, independent engineers, and other stakeholders throughout the pathway/protocol evaluation and certification process. o Support monetizing the carbon offset(s) generated by carbon offset project(s) by assisting the City of Carmel with (a) outreach to potential buyers or third-party marketers, (b) negotiating agreements for the sale and monetization of carbon offsets, and (c) other relevant commercial support as requested by the City of Carmel. • Additional advisory work upon request o As needed, BT team will attend meetings with the City of Carmel as requested to support the project goals and activities, and present at conferences upon request The Client is responsible for all information contained in materials used to market the opportunity, including assumptions utilized in any pro-forma financials. Any financial models and analysis prepared by Baker Tilly will be prepared on behalf of the Client for the benefit of the various stakeholders in the transaction to help them understand the economic terms and tax positions that are expected to be taken in the documentation of the proposed transaction. These financial models and analysis do not constitute an audit or review. The Client's legal counsel should review any of the underlying documents expected to be executed in the transaction. Timing, Staffing& Fees Baker Tilly is prepared to begin work providing Services immediately upon the Client's authorization, expected to be in May 2022. Gideon Gradman and Mike Land will lead the Engagement, with advisory support from Noah Altamirano. Additional professionals to be assigned to the Engagement as appropriate. Our fees will be structured as follows: Phase I & II: Industry research and presentation materials EXHIBIT A Page 3 of 9 DocuSign Envelope ID: EEB8DDAA-244B-495A-8E87-2D27A8611A8B Advisory Consulting Fees: Phase I and Phase II advisory work will be performed on a time and materials basis with professional fees based on our actual time incurred. The budget estimate for this Phase I and Phase II work is approximately $35,000 — $40,000, based on Baker Tilly's standard hourly rates. Mr. Land's and Mr. Gradman's standard hourly rates are $550/hour. Professional staff hourly rates range between $200 and $350/hour. Phase III & IV: Carbon project verification process Advisory Consulting Fees: Phase III and Phase IV advisory work will be performed on a time and materials basis with professional fees based on our actual time incurred. The budget estimate for this will depend on the results from Phase I and II. Mr. Land's and Mr. Gradman's standard hourly rates are $550/hour. Professional staff hourly rates range between $200 and $350/hour. Expense Reimbursement The Client will reimburse Baker Tilly for all necessary and reasonable out-of-pocket expenses incurred by Baker Tilly in the performance of the Engagement including, but not limited to, travel for meetings, property site visits, expenses for the preparation, printing and mailing of any internal presentations or external marketing materials. Baker Tilly will obtain prior written consent via e-mail from the Client before incurring any such out-of-pocket expenses. Other Provisions Baker Tilly is being retained to serve as the Client's advisor solely on behalf of the Client, and it is agreed that the Engagement of Baker Tilly is not, and shall not be deemed to be, on behalf of, and is not intended to confer rights or benefits upon, any creditor of the Client or upon any other person or entity. No one other than the Client is authorized to rely upon this Engagement of Baker Tilly or any statements, conduct or advice of Baker Tilly. All opinions, advice or other assistance (whether written or oral) given by Baker Tilly in connection with this Engagement will be treated by the Client as confidential, and no opinion, advice or other assistance of Baker Tilly shall be used for any other purpose or reproduced, disseminated, quoted or referred to at any time, in any manner or for any purpose, not shall any public or other references to Baker Tilly (or to such opinions, advice or other assistance) be made without the express prior written consent of Baker Tilly. During the course of the Agreement, Baker Tilly may interact with other Project participants (service providers, investors, lenders, funding parties, utilities, etc.) that have pre-existing client relationships with Baker Tilly. By signing this letter, the Client acknowledges the potential conflicts of interest that may arise. In the event of any such conflicts of interest, Baker Tilly shall immediately notify the City of such circumstance. Baker Tilly works with many clients that are involved in energy project development across a wide geographic region. The Client acknowledges by signing below that Baker Tilly is not exclusive in its relationship with the Client and that Baker Tilly may provide similar services to these separate clients. EXHIBIT A Page 4 of 9 DocuSign Envelope ID: EEB8DDAA-244B-495A-8E87-2D27A8611A8B Baker Tilly does not draft legal documents, ensuring that operating and funding agreements are consistent with the Client's intent and enforceable will be the responsibility of the Client's law firm. The Client agrees that, following the closing or consummation of a transaction, Baker Tilly has the right to place advertisements in financial and other newspapers and journals at its own expense describing its services to the Client and the general nature of the transaction completed hereunder. In doing so Baker Tilly shall not name the Client without the prior written consent of the Client. The attached Standard Business Terms are hereby incorporated as a material portion of this Agreement. If the foregoing correctly sets forth the entire understanding and agreement between Baker Tilly and the Client, please so indicate in the space provided for that purpose below and return an executed copy to Baker Tilly, whereupon this letter shall constitute a binding agreement as of the date first above written. It is a pleasure for us to be of service to you. We look forward to working with you on this important project. Very truly yours, ACCEPTED AND AGREED: BAKER TILLY US, LLP CITY OF CARMEL IN Name: Name: Jim Brainard Title: Principal Title: Mayor EXHIBIT A Page 5 of 9 DocuSign Envelope ID: EEB8DDAA-244B-495A-8E87-2D27A8611A8B These Standard Business Terms(Terms)govern the services provided by Baker Tilly US, LLP(Baker Tilly,we, us or our)set forth in the Statement of Work to which these Terms are attached(the Services). Section 1.Confidentiality With respect to this Agreement and any information supplied in connection with this Agreement and designated by the disclosing party(the Disclosing Party)as"Confidential Information"either by marking it as"confidential"prior to disclosure to the receiving party(the Recipient)or,if such infornation is disclosed orally or by inspection,then by indicating to the Recipient that the information is confidential at the time of disclosure and confirming in writing to the Recipient,the confidential nature of the information within ten(10)business days of such disclosure,the Recipient agrees to: (i)protect the Confidential Inforniation in the same manner in which it protects its confidential information of like importance,but in no case using less than reasonable care;(ii)use the Confidential Information only to perform its obligations under this Agreement;and (iii)reproduce Confidential Information only as required to perform its obligations under this Agreement.This section shall not apply to information which is(A)publicly known,(B)already known to the recipient;(C)disclosed to a third party without restriction;(D)independently developed;or(E)disclosed pursuant to legal requirement or order,or as is required by regulations or professional standards governing the Services performed.Subject to the foregoing,Baker Tilly may disclose Client's Confidential Information to its subcontractors and subsidiaries. Section 2.Deliverables (a)Materials specifically prepared by Baker Tilly for Client as a deliverable under a Statement of Work(each a Deliverable)may,when fully paid for by Client,be used, copied,distributed internally,and modified by Client but solely for its internal business purposes.Client shall not,without Baker Tilly's prior written consent,disclose to a third party,publicly quote or make reference to the Deliverables.Baker Tilly shall retain all right,title and interest in and to:(i)the Deliverables,including but not limited to, all patent,copyright,trademark and other intellectual property rights therein;and(ii)all methodologies,processes,techniques,ideas,concepts,trade secrets and know-how embodied in the Deliverables or that Baker Tilly may develop or supply in connection with this Agreement(the Baker Tilly Knowledge). Subject to the confidentiality restrictions contained in Section 1,Baker Tilly may use the Deliverables and the Baker Tilly Knowledge for any purpose. (b)The documentation for this engagement,including the workpapers,is not part of the Deliverables,is the property of Baker Tilly and constitutes confidential information. We may have a responsibility to retain the documentation for a period of time sufficient to satisfy any applicable legal or regulatory requirements for records retention.Baker Tilly does not retain any original client records;so we will return such records to you at the completion of the Services rendered under this engagement.When such records are returned to you, it is the Company's responsibility to retain and protect its accounting and other business records for future use, including potential review by any government or other regulatory agencies.By your signature below,you acknowledge and agree that,upon the expiration of the documentation retention period,Baker Tilly shall be free to destroy our workpapers related to this engagement.If we are required by law,regulation or professional standards to make certain documentation available to Regulators,Client hereby authorizes us to do so. (c)Baker Tilly and the Company acknowledge that,at the time of the execution of this Engagement Letter,federal,state and local governments,both domestic and foreign, have restricted travel and/or the movement of their citizens due to the ongoing and evolving situation around COVID-19.In addition,like many organizations and companies in the United States and around the globe,Baker Tilly has restricted its employees from travel and onsite work,whether at a client facility or Baker Tilly facility,to protect the health of both Baker Tilly and its clients'employees.Accordingly,to the extent that any of the Services described in this Engagement Letter requires or relies on personnel to travel and/or perform work onsite,then Baker Tilly and the Company acknowledge and agree that when the performance of such work depends on physical access to Client's facilities,then such work may be supplanted with alternative procedures,or may be delayed,significantly or indefinitely and/or suspended at Baker Tilly's discretion. Baker Tilly and the Company agree to provide the other with prompt written notice in the event any of the onsite Services described herein,such as inventory observations and other procedures,will need to be supplanted,rescheduled and/or suspended.Baker Tilly and the Company also acknowledge and agree that any delays or workarounds due to the situation surrounding COVID-19 may increase the cost of the Services described herein.Baker Tilly will obtain the Company's prior written approval for any increase in the cost of Baker Tilly Services that may result from the situation surrounding COVID-19. Section 3.Acceptance Client shall accept Deliverables which(i)substantially conforni to the specifications in the Statement of Work or(ii)where applicable,successfully complete the mutually agreed to acceptance test plan described in the Statement of Work.Client will promptly give Baker Tilly written notification of any nonconformance of the Deliverables with such requirements(Nonconformance)within thirty(30)days following delivery of such Deliverables,and Baker Tilly shall have a reasonable period of time,based on the severity and complexity of the Nonconformance,to correct the Nonconformance so that the Deliverables substantially conform to the specifications. If Client uses the Deliverable before acceptance,fails to promptly notify Baker Tilly of any Nonconformance within such 30-day period,or delays the beginning of acceptance testing more than five(5)business days past the agreed upon date for the start of such acceptance testing as specified or otherwise determined under the Statement of Work,then the Deliverable shall be deemed irrevocably accepted by the Client. Section 4.Standards of Performance Baker Tilly shall perforni its Services in conforniity with the terms expressly set forth in this Agreement.Accordingly,our Services shall be evaluated on our substantial conformance with such terms and standards.Any claim of nonconformance(and applicability of such standards)must be clearly and convincingly shown.Client acknowledges that the Services will involve the participation and cooperation of management and others of Client.Unless required by professional standards or Client and Baker Tilly otherwise agree in writing,Baker Tilly shall have no responsibility to update any of its work after its completion. Section 5.Warranty (a)Each party represents and warrants to the other that it has full power and authority to enter into and perform this Agreement and any Statement of Work entered into pursuant hereto and the person signing this Agreement or such Statement of Work on behalf of each party hereto has been properly authorized and empowered to enter into this Agreement. (b)Client warrants that it has the legal right and authority,and will continue to have the legal right and authority during the term of this Agreement,to operate,configure, provide,place,install,upgrade,add,maintain and repair(and authorize Baker Tilly to do any of the foregoing to the extent the same are included in the Services)the hardware, software and data that comprises any of Client's information technology system upon which or related to which Baker Tilly provides Services under this Agreement. (c)Baker Tilly warrants that any Services that it provides to Client under this Agreement and any Statement of Work will be performed in accordance with generally accepted industry standards of care and competence.Client's sole and exclusive remedy for a breach of Baker Tilly's warranty will be for Baker Tilly,in its sole discretion,to either: (i)use its reasonable commercial efforts to re-perform or correct the Services,or(ii)refund the fee Client paid for the Services that are in breach of Baker Tilly's warranty. Client must make a claim for breach of warranty in writing within thirty(30)days of the date that the Services that do not comply with Baker Tilly's warranty are performed. This warranty is voided in the event that Client makes alterations to the Services provided by Baker Tilly or to the environment in which the Services are used(including the EXHIBIT A Page 6 of 9 DocuSign Envelope ID: EEB8DDAA-244B-495A-8E87-2D27A8611A8B physical,network and systems environments)that are not authorized in writing by Baker Tilly.If Client does not notify Baker Tilly of a breach of Baker Tilly's warranty during that 30-day period,Client will be deemed to have irrevocably accepted the Services. (d)Baker Tilly does not warrant any third-party product(each,a Product).All Products are provided to Client by Baker Tilly"AS IS."Baker Tilly will,to the extent it is allowed to by its vendors,pass through any warranties and indemnifications provided by the manufacturer of the Product.Client,recognizing that Baker Tilly is not the manufacturer of any Product,expressly waives any claim that Client may have against Baker Tilly based upon any product liability or infringement or alleged infringement of any patent,copyright,trade secret or other intellectual property right(each a Claim)with respect to any Product and also waives any right to indemnification from Baker Tilly against any such Claim made against Client by another.Client acknowledges that no employee of Baker Tilly or any other party is authorized to make any representation or warranty on behalf of Baker Tilly that is not in this Agreement. (e)This section 5 is Baker Tilly's only warranty concerning the Services and any deliverable,and is made expressly in lieu of all other warranties and representations,express or implied,including any implied warranties of merchantability,ACCURACY,TITLE,noninfringement or fitness for a particular purpose,or otherwise. Section 6.Limitation on Damages and Indemnification (a)The liability(including attorney's fees and all other costs)of Baker Tilly and its present or former partners,principals,agents or employees related to any claim for damages relating to the Services performed under this Agreement shall not exceed the fees paid to Baker Tilly for the portion of the work to which the claim relates,except to the extent finally determined to have resulted from the willful misconduct or fraudulent behavior of Baker Tilly relating to such Services.This limitation of liability is intended to apply to the full extent allowed by law,regardless of the grounds or nature of any claim asserted,including the negligence of either party.Additionally,in no event shall either party be liable for any lost profits,lost business opportunity,lost data,consequential,special,incidental,exemplary or punitive damages,delays,interruptions or viruses arising out of or related to this Agreement even if the other party has been advised of the possibility of such damages. (b)As Baker Tilly is perfornning the Services solely for the benefit of Client,Client will indemnify Baker Tilly,its subsidiaries and their present or former partners,principals, employees,officers and agents against all costs,fees,expenses,damages and liabilities(including attorneys'fees and all defense costs)associated with any third-party claim, relating to or arising as a result of the Services,Client's use of the Deliverables,or this Agreement. (c)In the event Baker Tilly is requested by the Client;or required by government regulation,subpoena or other legal process to produce our engagement working papers or its personnel as witnesses with respect to its Services rendered for the Client,so long as Baker Tilly is not a party to the proceeding in which the infornation is sought,Client will reimburse Baker Tilly for its professional time and expenses,as well as the fees and legal expenses,incurred in responding to such a request. (d)Because of the importance of the infornation that Client provides to Baker Tilly with respect to Baker Tilly's ability to perforni the Services,Client hereby releases Baker Tilly and its present and former partners,principals,agents and employees from any liability,damages,fees,expenses and costs,including attorney's fees,relating to the Services,that arise from or relate to any information,including representations by management,provided by Client,its personnel or agents,that is not complete,accurate or current,whether or not management knew or should have known that such information was not complete,accurate or current. (e)Each party recognizes and agrees that the warranty disclaimers and liability and remedy limitations in this Agreement are material bargained for bases of this Agreement and that they have been taken into account and reflected in determining the consideration to be given by each party under this Agreement and in the decision by each party to enter into this Agreement. (f)The terms of this Section 6 shall apply regardless of the nature of any claim asserted(including,but not limited to,contract,tort or any form of negligence,whether of Client,Baker Tilly or others),but these Terms shall not apply to the extent finally determined to be contrary to the applicable law or regulation.These Terms shall also continue to apply after any termination of this Agreement. (g)Client accepts and acknowledges that any legal proceedings arising from or in conjunction with the Services provided under this Agreement must be commenced within twelve(12)months after the performance of the Services for which the action is brought,without consideration as to the time of discovery of any claim or any other statutes of limitations or repose. Section 7.Personnel During the terns of this Agreement,and for a period of six(6)months following the expiration or termination thereof,neither party will actively solicit the employment of the personnel of the other party involved directly with providing Services hereunder.Both parties acknowledge that the fee for hiring personnel from the other party,during the project term and within six months following completion,will be a fee equal to the hired person's annual salary at the time of the violation so as to reimburse the party for the costs of hiring and training a replacement. Section 8.Data Privacy and Security (a)To the extent the Services require Baker Tilly receive personal data or personal information from Client,Baker Tilly may process any personal data or personal information,as those terms are defined in applicable privacy laws,in accordance with the requirements of the applicable privacy law relevant to the processing in providing Services hereunder.Applicable privacy laws may include any local,state,federal or international laws,standards,guidelines,policies or regulations governing the collection,use,disclosure,sharing or other processing of personal data or personal information with which Baker Tilly or its Clients must comply.Such privacy laws may include(i)the EU General Data Protection Regulation 2016/679(GDPR);(ii)the California Consumer Privacy Act of 2018(CCPA);and/or(iii)other laws regulating marketing communications,requiring security breach notification,imposing minimum security requirements,requiring the secure disposal of records,and other similar requirements applicable to the processing of personal data or personal information.Baker Tilly is acting as a Service Provider/Data Processor in relation to Client personal data and personal information,as those terms are defined respectively under the CCPA/GDPR.Client is responsible for notifying Baker Tilly of any data privacy laws the data provided to Baker Tilly is subject to and Client represents and warrants it has all necessary authority(including any legally required consent from data subjects)to transfer such information and authorize Baker Tilly to process such information in connection with the Services described herein. (b)Baker Tilly has established infornation security related operational requirements that support the achievement of our infornation security commitments,relevant infornation security related laws and regulations,and other infornation security related system requirements.Such requirements are communicated in Baker Tilly's policies and procedures,system design documentation,and contracts with customers.Information security policies have been implemented that define our approach to how systems and data are protected.Client is responsible for providing timely written notification to Baker Tilly of any additions,changes or removals of access for Client personnel to Baker Tilly provided systems or applications.If Client becomes aware of any known or suspected information security or privacy related incidents or breaches related to this agreement,Client should timely notify Baker Tilly via email at dataprotectionofficer@bakertilly.com. (c)Baker Tilly does not treat de-identified data or aggregate consumer information as personal data or personal information,and we reserve the right to convert Client personal data or personal information into de-identified data or aggregate consumer information for our own purposes.As a benefit of benchmarking your Company to others in your industry,you allow us to enter your confidential accounting and/or financial data into the third party benchmarking software that we utilize.By signing this Engagement Letter,you expressly authorize us to make such disclosure of your confidential accounting and/or financial data,as we may elect within our discretion,with the understanding that,in doing so,you will not be specifically identified. Section 9.Termination EXHIBIT A Page 7 of 9 DocuSign Envelope ID: EEB8DDAA-244B-495A-8E87-2D27A8611A8B (a)This Agreement may be terminated at any time by either party upon written notice to the other.However,upon termination of this Agreement,this Agreement will continue to remain in effect with respect to any Statement(s)of Work already issued at the time of such termination,until such Statements of Work are themselves either terminated or the performance thereunder is completed. (b)This Agreement and all Statements of Work may be terminated by either party effective immediately and without notice,upon:(i)the dissolution,termination of existence,liquidation or insolvency of the other party,(ii)the appointment of a custodian or receiver for the other party,(iii)the institution by or against the other party of any proceeding under the United States Bankruptcy Code or any other foreign,federal or state bankruptcy,receivership,insolvency or other similar law affecting the rights of creditors generally,or(iv)the making by the other party of any assignment for the benefit of creditors. (c)Client shall pay Baker Tilly for all Services rendered and expenses incurred as of the date of termination,and shall reimburse Baker Tilly for all reasonable costs associated with any termination. In the event that collection procedures are required,the Company agrees to be responsible for all expenses of collection including related attorneys' fees. (d)Any rights and duties of the parties that by their nature extend beyond the expiration or termination of this Agreement,including but not limited to,limitation of liability, confidentiality,ownership of work product,and survival of obligations,any accrued rights to payment and remedies for breach of this Agreement shall survive the expiration or termination of this Agreement or any Statement of Work. Section 10.Dispute Resolution (a)Except for disputes related to confidentiality or intellectual property rights,all disputes and controversies between the parties hereto of every kind and nature arising out of or in connection with this Agreement as to the existence,construction,validity,interpretation or meaning,performance,nonperformance,enforcement,operation,breach, continuation or termination of this Agreement shall be resolved as set forth in this Section using the following procedure:In the unlikely event that differences concerning the Services or fees should arise that are not resolved by mutual agreement,both parties agree to attempt in good faith to settle the dispute by engaging in mediation administered by the American Arbitration Association under its mediation rules for professional accounting and related services disputes before resorting to litigation or any other dispute- resolution procedure.Each party shall bear their own expenses from mediation and the fees and expenses of the mediator shall be shared equally by the parties.If the dispute is not resolved by mediation,then the parties agree that the dispute or claim shall be settled by binding arbitration.The arbitration proceeding shall take place in the city in which the Baker Tilly office providing the relevant Services is located,unless the parties mutually agree to a different location.The proceeding shall be governed by the provisions of the Federal Arbitration Act(FAA)and will proceed in accordance with the then current Arbitration Rules for Professional Accounting and Related Disputes of the AAA,except that no prehearing discovery shall be pernutted unless specifically authorized by the arbitrator.The arbitrator will be selected from Judicate West,AAA, JAMS,the Center for Public Resources,or any other internationally or nationally-recognized organization mutually agreed upon by the parties.Potential arbitrator names will be exchanged within 15 days of the parties'agreement to settle the dispute or claim by binding arbitration,and arbitration will thereafter proceed expeditiously.Any issue concerning the extent to which any dispute is subject to arbitration,or concerning the applicability,interpretation or enforceability of any of these procedures,shall be governed by the FAA and resolved by the arbitrators.The arbitration will be conducted before a single arbitrator,experienced in accounting and auditing matters.The arbitrator shall have no authority to award nonmonetary or equitable relief and will not have the right to award punitive damages or statutory awards.Furthermore,in no event shall the arbitrator have power to make an award that would be inconsistent with the Engagement Letter or any amount that could not be made or imposed by a court deciding the matter in the same jurisdiction.The award of the arbitration shall be in writing and shall be accompanied by a well reasoned opinion.The award issued by the arbitrator may be confirmed in a judgment by any federal or state court of competent jurisdiction.Discovery shall be permitted in arbitration only to the extent,if any,expressly authorized by the arbitrator(s)upon a showing of substantial need.Each party shall be responsible for their own costs associated with the arbitration,except that the costs of the arbitrator shall be equally divided by the parties.Both parties agree and acknowledge that they are each giving up the right to have any dispute heard in a court of law before a judge and a jury,as well as any appeal.The arbitration proceeding and all information disclosed during the arbitration shall be maintained as confidential,except as may be required for disclosure to professional or regulatory bodies or in a related confidential arbitration.The arbitrator(s)shall apply the limitations period that would be applied by a court deciding the matter in the same jurisdiction,including the contractual limitations set forth in this Engagement Letter,and shall have no power to decide the dispute in any manner not consistent with such limitations period. The arbitrator(s)shall be empowered to interpret the applicable statutes of limitations. (b)Because a breach of any the provisions of this Agreement concerning confidentiality or intellectual property rights will irreparably harm the nonbreaching party,Client and Baker Tilly agree that if a party breaches any of its obligations thereunder,the nonbreaching party shall,without limiting its other rights or remedies,be entitled to seek equitable relief(including,but not limited to,injunctive relief)to enforce its rights thereunder,including without limitation protection of its proprietary rights.The parties agree that the parties need not invoke the mediation procedures set forth in this section in order to seek injunctive or declaratory relief. Section 11.Force Majeure In the event that either party is prevented from performing,or is unable to perform,any of its obligations under this Agreement due to any act of God,fire,casualty,flood, war,strike,lock out,failure of public utilities,injunction or any act,exercise,assertion or requirement of any governmental authority,epidemic,destruction of production facilities,insurrection,inability to obtain labor,materials,equipment,transportation or energy sufficient to meet needs,or any other cause beyond the reasonable control of the party invoking this provision(Force Majeure Event),and if such party shall have used reasonable efforts to avoid such occurrence and minimize its duration and has given prompt written notice to the other party,then the affected party's failure to perform shall be excused and the period of performance shall be deemed extended to reflect such delay as agreed upon by the parties. Section 12.Taxes Baker Tilly's fees are exclusive of any federal,national,regional,state,provincial or local taxes,including any VAT or other withholdings,imposed on this transaction,the fees,or on Client's use of the Services or possession of the Deliverable(individually or collectively,the Taxes),all of which shall be paid by Client without deduction from any fees owed by Client to Baker Tilly.In the event Client fails to pay any Taxes when due,Client shall defend,indemnify,and hold harmless Baker Tilly,its officers,agents, employees and consultants from and against any and all fines,penalties,damages,costs(including,but not limited to,claims,liabilities or losses arising from or related to such failure by Client)and will pay any and all damages,as well as all costs,including,but not limited to,mediation and arbitration fees and expenses as well as attorneys' fees,associated with Client's breach of this Section 12. Section 13.Notices Any notice or communication required or permitted under this Agreement or any Statement of Work shall be in writing and shall be deemed received(i)on the date personally delivered;or(ii)the date of confirmed receipt if sent by Federal Express,DHL,UPS or any other reputable carrier service,to applicable party(sending it to the attention of the title of the person signing this Agreement)at the address specified on the signature page of this Agreement or such other address as either party may from time to time designate to the other using this procedure. Section 14.Miscellaneous (a)This Agreement and any Statement(s)of Work constitute the entire agreement between Baker Tilly and Client with respect to the subject matter hereof and supersede all prior agreements,promises,understandings and negotiations,whether written or oral,regarding the subject matter hereof.No terms in any Client purchase order that are EXHIBIT A Page 8 of 9 DocuSign Envelope ID: EEB8DDAA-244B-495A-8E87-2D27A8611A8B different from,or additional to,the terms of this Agreement will be accorded any legal effect and are specifically hereby objected to by Baker Tilly.This Agreement and any Statement of Work cannot be amended unless in writing and signed by duly authorized representatives of each party.Headings in this Agreement are included for convenience only and are not to be used to construe or interpret this Agreement. (b)In the event that any provision of this Agreement or any Statement of Work is held by a court of competent jurisdiction to be unenforceable because it is invalid or in conflict with any law of any relevant jurisdiction,the validity of the remaining provisions shall not be affected,and the rights and obligations of the parties shall be construed and enforced as if the Agreement or such Statement of Work did not contain the particular provisions held to be unenforceable.The unenforceable provisions shall be replaced by mutually acceptable provisions which,being valid,legal and enforceable,come closest to the intention of the parties underlying the invalid or unenforceable provision.If the Services should become subject to the independence rules of the U.S.Securities and Exchange Commission with respect to Client,such that any provision of this Agreement would impair Baker Tilly's independence under its rules,such provision(s)shall be of no effect. (c)Neither this Agreement,any Statement of Work,any claims nor any rights or licenses granted hereunder may be assigned,delegated or subcontracted by Client without the written consent of Baker Tilly.Either party may assign and transfer this Agreement and any Statement of Work to any successor that acquires all or substantially all of the business or assets of such party by way of merger,consolidation,other business reorganization,or the sale of interests or assets,provided that the party notifies the other party in writing of such assignment and the successor agrees in writing to be bound by the terms and conditions of this Agreement. (d)The validity,construction and enforcement of this Agreement shall be determined in accordance with the laws of the State of Illinois,without reference to its conflicts of laws principles,and any action(whether by arbitration or in court)arising under this Agreement shall be brought exclusively in the State of Illinois.Both parties consent to the personal jurisdiction of the state and federal courts located in Illinois. (e)The parties hereto are independent contractors.Nothing herein shall be deemed to constitute either party as the representative,agent,partner or joint venture of the other. Baker Tilly shall have no authority to bind Client to any third-party agreement.Though the Services may include Baker Tilly's advice and recommendations,all decisions regarding the implementation of such advice or recommendations shall be the responsibility of,and made by,Client. (f)The failure of either party at any time to enforce any of the provisions of this Agreement or a Statement of Work will in no way be construed as a waiver of such provisions and will not affect the right of party thereafter to enforce each and every provision thereof in accordance with its terms. (g)Client acknowledges that:(i)Baker Tilly and Client may correspond or convey documentation via Internet e-mail unless Client expressly requests otherwise,(ii)neither party has control over the performance,reliability,availability or security of Internet e-mail,and(iii)Baker Tilly shall not be liable for any loss,damage,expense,harm or inconvenience resulting from the loss,delay,interception,corruption or alteration of any Internet e-mail. (h)Except to the extent expressly provided to the contrary,no third-party beneficiaries are intended under this Agreement. (i) The Services performed under this Agreement do not include the provision of legal advice and Baker Tilly makes no representations regarding questions of legal interpretation.Client should consult with its attorneys with respect to any legal matters or items that require legal interpretation under federal,state or other type of law or regulation. (j)Baker Tilly US,LLP is an independent member of Baker Tilly International.Baker Tilly International Limited is an English company.Baker Tilly International provides no professional services to clients.Each member firm is a separate and independent legal entity and each describes itself as such.Baker Tilly US,LLP is not Baker Tilly International's agent and does not have the authority to bind Baker Tilly International or act on Baker Tilly International's behalf.None of Baker Tilly International,Baker Tilly US,LLP,nor any of the other member firms of Baker Tilly International has any liability for each other's acts or omissions.The name Baker Tilly and its associated logo is used under license from Baker Tilly International Limited EXHIBIT A Page 9 of 9 DocuSign Envelope ID: EEB8DDAA-244B-495A-8E87-2D27A8611A8B EXHIBIT B Invoice Date: Name of Company: Address &Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Goods Services Person Providing Date Goods/Services Provided Cost Per Hourly Total Goods/Services Goods/ (Describe each good/service Item Rate/ Service separately and in detail) Hours Provided Worked GRAND TOTAL Signature Printed Name DocuSign Envelope ID: EEB8DDAA-244B-495A-8E87-2D27A8611A8B EXHIBIT C AFFIDAVIT Todd A. Stokes , 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 Baker Tilly US, LLP (the"Employer") in the position of Managing Partner, People Solutions 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 26th day of May , 20 22 4,9 Printed: Todd A. Stokes 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: Todd A. Stokes DocuSign Envelope ID: EEB8DDAA-244B-495A-8E87-2D27A8611A8B Page 1 of 1 INDIANA RETAIL TAX EXEMPT 9 IT]Jjt cf Carmel CERTIFICATE NO.003120155 002 0 PURCHASE ORDER NUMBER FEDERAL EXCISE TAX EXEMPT 11116552 ONE CIVIC SQUARE 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES,A/P CARMEL, INDIANA 46032-2584 VOUCHER,DELIVERY MEMO,PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL- 1997 PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION 5/20/2022 376513 BAKER TILLY CAPITAL LLC Mayor's Office VENDOR PO BOX 7398 SHIP 1 Civic Square TO Carmel, IN 46032- MADISON,WI 53707--7398 PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT 65936 QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION Department: 1160 Fund: 101 General Fund Account: 43-419.99 1 Each PROFESSIONAL SERVICES FOR VOLUNTARY CARBON $35,000.00 $35,000.00 OFFSET INDUSTRY Sub Total $35,000.00 /„ /ii jiG, Send Invoice To: fi%y,'/ //V/%i %!!i////"/, Mayor's Office f 1 Civic Square �„ y Carmel, IN 46032- � PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT PAYMENT $35,000.00 SHIPPING INSTRUCTIONS *MP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.0. 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 3,.#4 ,,,, ., M *-41 AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY Sharon Kibbe James Crider TITLE Executive Office Manager Director of Administration CONTROL NO. CONTROLLER