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HomeMy WebLinkAboutPaul I. Cripe, Inc. dba Cripe/STREET/$45,000/CSD Fitness CenterCzBmmjtpoMzodi.NdHsbuibu4;3:qn-Tfq22-3135 Paul I. Cripe, Inc. d/b/a Cripe Street Department - 2024 Appropriation #2201 2201 43-509.00 Motor Vehicle Highway Fund; P.O.#112592 Contract Not To Exceed $45,000.00 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 2201 2201 43-509.00 Motor Vehicle Highway fund. 3.5 City shall designate the Mayor or their duly authorized representative to act on City’s behalf on all matters regarding the Services. SECTION 4 PROFESSIONAL'S RESPONSIBILITIES 4.1 Professional shall perform the Services pursuant to the terms of this Agreement and within any applicable time and cost estimate. 4.2 Professional shall coordinate with City its performance of the Services. 4.3 Professional shall provide the Services by following and applying at all times reasonable and lawful standards as accepted in the industry. SECTION 5 COMPENSATION 5.1 Professional estimates that the total price for the Services to be provided to City hereunder shall be no more than Forty Five Thousand Dollars ($45,000.00) (the “Estimate”). Professional shall submit an invoice to City no more than once every thirty (30) days for Services provided City during the time period encompassed by such invoice. Invoices shall be submitted on a form containing the same information as that contained on the Professional Services Invoice attached hereto as Exhibit B, incorporated herein by this reference. City shall pay Professional for all undisputed Services rendered and stated on such invoice within thirty five (35) days from the date of City’s receipt of same. 5.2 Professional agrees not to provide any Services to City that would cause the total cost of same to exceed the Estimate, without City’s prior written consent. 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, 2024. 2 Paul I. Cripe, Inc. d/b/a Cripe Street Department - 2024 Appropriation #2201 2201 43-509.00 Motor Vehicle Highway Fund; P.O.#112592 Contract Not To Exceed $45,000.00 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. 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. 3 Paul I. Cripe, Inc. d/b/a Cripe Street Department - 2024 Appropriation #2201 2201 43-509.00 Motor Vehicle Highway Fund; P.O.#112592 Contract Not To Exceed $45,000.00 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 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 4 Paul I. Cripe, Inc. d/b/a Cripe Street Department - 2024 Appropriation #2201 2201 43-509.00 Motor Vehicle Highway Fund; P.O.#112592 Contract Not To Exceed $45,000.00 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. 7.5.4Nothing 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. 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. 5 Paul I. Cripe, Inc. d/b/a Cripe Street Department - 2024 Appropriation #2201 2201 43-509.00 Motor Vehicle Highway Fund; P.O.#112592 Contract Not To Exceed $45,000.00 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. 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. 6 Paul I. Cripe, Inc. d/b/a Cripe Street Department - 2024 Appropriation #2201 2201 43-509.00 Motor Vehicle Highway Fund; P.O.#112592 Contract Not To Exceed $45,000.00 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 City of Carmel Street Department Office of Corporation Counsel st3400W131 Street One Civic Square Carmel, Indiana 46074 Carmel, Indiana 46032 PROFESSIONAL: Paul I. Cripe, Inc. d/b/a Cripe 3939 Priority Way Dr S, Suite 200 Indianapolis, Indiana 46240 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 9/12/2024 Paul I. Cripe,Inc. d/b/a Cripe 9339 Priority Way West Drive, Suite 100 Indianapolis, IN 46240 317-844-6777 FAX: 317-706-6451 www.cripe.biz TERMS AND CONDITIONS SCOPE OF SERVICES AND EXTENT OF AGREEMENT: The scope of services for the referenced project will be as outlined in Paul I. Cripe, Inc.’s Cripe) proposal letter attached hereto. REIMBURSABLE EXPENSES:Costs for advances and other reimbursables including but not limited to, blueprints, photography, equipment charges, courier fees and mileage are extra to the fees. In addition to the abovefee, thesecosts would include reproduction costs of all drawings and documents used internally in the normal work process. INVOICES/PAYMENTS: Unless otherwise agreed upon, Cripe will submit invoices monthly,for Project services performed during the period or upon completion of the Project, whichever is earlier. Invoices are due and payable in U.S. Dollars within thirty (30) days from date of invoice. Invoices not contested in writing within ten (10) business days of receipt are considered accepted by Client and are payable in full. All charges not paid within 30 days are subject to a service charge of 1-1/2 percent per month or a fraction thereof, plus all costs and expenses of collection, including without limitation, attorneys’ fees. In addition to the foregoing, should Client fail to pay any invoice within 45 days of the invoice date, Cripe may, in its sole discretion, upon three (3) days written notice to Client, stop work and recover from Client payment for all services performed prior to the work stoppage, plus all amounts for interest, penalties and attorneys’ fees that may be recoverable under applicable law, including without limitation, prompt payment and/or lien laws. After 45 days of non-payment of any invoice, Cripe, in its sole discretion, may choose to resume performance once Client pays all outstanding amounts due plus any advance payment(s) or other security in Cripe’s sole discretion deemed necessary by Cripe to ensure future payment(s). By executing this Engagement Contract for Services, the authorized signer accepts full responsibility for payment of all invoices regardless of third party involvement or outside financing arrangements. Invoices not contested in writing within ten (10) business days of receipt are considered accepted by Client and are payable in full. In the event of a third party or subcontractor relationship, payment to Paul I. Cripe, Inc. will be made within fifty (50) days of the date of the Paul I. Cripe, Inc. invoice regardless if payment is received from the third party or outside financing is received. Failure to make payment as provided herein could result in Paul I. Cripe, Inc. filing a lien on the real property which is the subject of this Contract. Payment shall include the Cripe invoice number and be mailed to Paul I. Cripe, Inc., P.O. Box 2132, Indianapolis, IN 46206-2132. CLIENT’S OBLIGATIONS. Client represents, with the intent that Cripe may fully and reasonably rely thereon, that it has sufficient financial resources to pay Cripe as agreed to in these terms and conditions and, as applicable and necessary for Cripe to perform its services, Client will: Provide all criteria and full information as to its requirements for Cripe’sservices, including but not limited to design or study objectives, constraints, third party certification requirement(s), standards or budget limitation(s), etc. Assist Cripe by placing at its disposal all available information pertinent to the Project and/or Cripe’s services including the actual or suspected presence of hazardous waste, materials, or conditions at or beneath the Project site, record (“As-Built”) drawings, surveys, previous reports, exploration logs of adjacent structures and any other data relative to the Project. Unless otherwise noted, Cripe may fully and reasonably rely upon such information. Upon identification by Cripe and approval by Client of the necessity and scope of information required, furnish Cripe with data, reports, surveys, and other materials and information required for this Project, all of which Cripe may fully and reasonably rely upon in performing its services, except those included in Cripe’s scope of services. Guarantee access to each and every part of the property making up the Project and make all provisions for Cripe to enter upon public and private lands and clear all exploration location(s) for buried utilities/piping/structures as required for Cripe to perform its services under these terms and conditions and the Document(s) to which they are attached. Examine all studies, reports, sketches, opinions of the construction costs, specifications, drawings, proposals, and other documents presented by Cripe to Client and promptly render in writing the decisions pertaining thereto within a period mutually agreed upon in the Document(s). Client’s representative with respect to the services to be rendered under these terms and conditions shall have complete authority to legally bind the Client, transmit instructions, receive information, interpret and define Client’s policies and decisions with respect to materials, equipment, elements, and systems pertinent to Cripe’s Services. Give prompt written notice to Cripe whenever Client observes or otherwise becomes aware of any development that affects the scope or timing of Cripe’s services, or any defect in the Project or work of Contractor(s). Furnish approvals and permits from all governmental authorities having jurisdiction over the Project and such approvals and consents from others as may be necessary for completion of the Project. Furnish at Client’s cost such legal and insurance counseling services as Client may require for the Project. DELAYS: In the event the project is delayed, the performance of these terms and conditions and the Document(s) to which they are attached, shall be excused in the event performance is prevented or delayed by factors beyond Cripe’s control, or by factors which could not reasonably have been foreseen at the time these terms and conditions were prepared and executed. The delayed party’s performance shall be extended by the period of delay plus a reasonable period to restart operations. ADDITIONAL SERVICES: Additional Services shall be defined as material changes in the scope, extent or character of the portion of the project designed or specified by Cripe or its design requirements including, but not limited to, changes in size, complexity, Client’s schedule, character of construction or method of financing. In addition, Additional Services shall include the revision of previously accepted studies, reports, drawings, specifications or contract documents when such revisions are required by actual changes or interpretation in laws, rules, regulations, ordinances, codes or orders enacted subsequent to or during the preparation of such studies, reports, drawings, specifications or contract documents, and unforeseen conditions thatare due to causes beyond Cripe’s control. Change in Services shall entitle Cripe to an adjustment incompensation. Cripe shall notify Client of these changes prior to providing such Additional Services and Client’s representative, having authority to legally bind the Client, shall approve in writing approval of the additional services. DOCUMENT OWNERSHIP AND REUSE. All reports, drawings, specifications, manuals, learning and audio/visual materials, boring logs, field data, laboratory test data, calculations, estimates, and other documents, including electronic format, (collectively “Work Product”) prepared by Cripe are instruments of service and shall remain the property of Cripe. Unless otherwise notified by Client, Cripe will retain all pertinent records relating to the Services performed for a period of two (2) years following submission of the report, design documents, or other project deliverables, during which period the records will be made available at Cripe’soffice to the Client at reasonable times and at the cost of Client if any is incurred by Cripe in making them available. Cripe and its consultants shall be deemed the authors and owners of their respective Work Product and shall retain all common law, statutory and other reserved rights, including copyrights. Upon execution of this Engagement Contract for Services and upon all monies due and owing to Cripe from Client, Cripe grants to Client a nonexclusive license to reproduce Cripe's Work Product. If the Client provides copies of the Work Product to third-parties, the parties agree that such third-party is not a beneficiary of this agreement and that they may not rely on the Work Product for any purpose. Client shall not use the Work Product for future projects or for additions or alterations to the Project without the prior written consent of Cripe. USE OF INSTRUMENTS OF SERVICE NOTICE: The Instruments of Service referred to in the preceding paragraph (i.e drawings, specifications and other documents including those in electronic format), are often subject to interpretation, coordination and/or clarification. In order to insure that you or your contractor properly interpret and understand these Instruments of Service, it is essential that you or your contractor contact Cripe directly and obtain a written clarification or interpretation regarding any question, clarification, interpretation or ambiguity that may pertain to the Instruments of Service. Any reuse of the Work Product described above without written verification or adaptation by Cripe, as appropriate, will be at Client’s sole risk and without liability or legal exposure to Cripe. Client shall indemnify, hold harmless, and be liable for the costs of defense of Cripe from all claims, damages, losses and expenses including attorneys’ fees arising out of or resulting therefrom. Any future verification or adaptation of such Work Product will entitle Cripe to further compensation at rates to be agreed upon by Client and Cripe or in place at time of project. Unless specified otherwise in the Document(s), Cripe may, at its sole discretion, dispose of all materials and samples obtained in the investigation portion of the Project 90 days after completion of the report. Further storage or transfer of samples will be made at Client’sexpense. Client recognizes that site conditions where samples and data are gathered do vary with time and that particularly subsurface conditions may differ from those encountered at the time and location where explorations or investigations are made and, therefore, the data, interpretations, and recommendations of Cripe are based solely on the information available at the time of investigation. Cripe and its subconsultants shall not be responsible or liable for interpretation by others of the information itdevelops. STANDARD OF CARE PERFORMANCE: Cripe will perform its Services with that level of care and skill ordinarily exercised by other professionals practicing in the same discipline(s), under similar circumstances and at the time and place where the Services are performed, and makes no warranty, express or implied, including the implied by law warranties of MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SAFETY RESPONSIBILITY: Client shall assign responsibility to its contractor for all site construction safety procedures and Cripe shall have no responsibility for enforcement of said procedures or liability resulting therefrom. INSURANCE: Cripe shall procure and maintain such insurance as is required by law during performance of the Services. If Client requires additional types or amounts of insurance coverage, Cripe, if specifically directed by Client, will purchase additional insurance (if procurable) at Client’sexpense; but Cripe shall not be responsible for property damages from any cause, including fire and explosion, beyond the amounts and coverage of Cripe’sinsurance specified in Schedule 1. Client will require that any Contractor(s) performing work in connection with Cripe’s Services will name Cripe as an additional insured on their insurance policies. In addition, in any hold-harmless agreements between Client and any contractor who may perform work in connection with any professional services rendered by Cripe, Client will require such contractor(s) to defend and indemnify Cripe against third party suits. It is agreed that Cripe shall have no responsibility: (i) To supervise, manage, direct, or control Client or its Contractors’, subcontractors’ or their employees; (ii) For any of Client’s or its contractors, subcontractors, or agents or any of their employees’ safety practices, policies, or compliance with applicable Federal, State, and/or local safety and health laws, rules or regulations; (iii) For the adequacy of their means, methods, techniques, sequencing or procedures of performing their services or work; or (iv) for defects in their work. CONSENT OF OWNER: The undersigned is the Owner of the property or the authorized agent of the Owner of the property and warrants that the Owner is aware and in agreement with the Scope of Services described above to be performed and hereby consents to performance of the Scope of Services. The parties to this contract agree that this Engagement Contract for Services may be executed simultaneously or in two or more counterparts each of which shall be deemed an original but all of which together shall constitute one and the same document. The parties hereto further agree that delivery of this document may be accomplished by electronic facsimile reproduction (FAX) and if FAX delivery is utilized, the FAX copy shall constitute an original. The individual(s) signing for and on behalf of Client represents and warrants that it has the power and the authority to execute and deliver this Agreement and all other instruments to be executed and delivered to Cripe and may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same instrument. When used herein, the singular shall include the plural, the plural shall include the singular, and the use of one gender shall include all other genders, as and when the context so requires. INDEMNITY:. Subject to the Limitation(s) of Liability provision(s) below in the Limitation of Liability and Disclaimer of Consequential Damages sections, Cripe agrees to indemnify and hold harmless Client, and its officers, directors, and employees from and against any and all claims, suits, liability, damages, injunctive or equitable relief, expenses including reasonable attorney’s fees, or other loss (collectively, “Losses”) to the extent directly and actually caused by Cripe’s negligent performance of Services under these Terms and Conditions and the Document(s) to which they are attached. Page 2 LIMITATION OF LIABILITY:. In the event of any loss, damage, claim, or expense to Client resulting from Cripe’s performance or non-performance of professional services authorized under these terms and conditions and the Document(s) to which they are attached, Cripe’s liability whether based on any legal theory of contract, tort (including but not limited to negligence), strict liability, or otherwise under these terms and conditions and the Document(s) to which they are attached for professional acts, errors, or omissions shall be limited to the extent any such claims, damages, losses, or expenses result from the negligent act, errors, or omissions of Cripe or its employees occurring during performance hereunder. The total cumulative liability of Cripe arising out of professional acts, errors, or omissions shall not exceed the greater of $50,000.00 or the total compensation Cripe receives from Client under these terms and conditions. Cripe’s aggregate liability for all other acts, errors, or omissions. DISCLAIMER OF CONSEQUENTIAL DAMAGES: Notwithstanding anything to the contrary in these terms and conditions and the Document(s) to which they are attached, Cripe shall not be liable to any other party, including but not limited to Client and its affiliates, shareholders, owners, directors, employees, or otherwise, for indirect, consequential or special damages, including but not limited to liability or damages for delays or any nature, loss of anticipated revenues or profits, increased cost of operations or costs of shutdown or startup whether such damages are based on contract, tort including but not limited to negligence), strict liability, or otherwise. CONFIDENTIALITY/NON-DISCOSURE:. Cripe shall not disclose, or permit disclosure of any information developed in connection with its performance under these terms and conditions and the Document(s) to which they are attached or received from Client, or their affiliates, subcontractors, or agents designated in writing by Client as confidential, except Cripe’s employees and subcontractors who need such information in order to properly execute the services of these terms and conditions and the Document(s) to which they are attached, and shall require any such of its employees and subcontractors and their employees not to disclose or permit disclosure of any such information, without the prior written consent of Client. The foregoing shall not prohibit Cripe from disclosing information in response to any Federal, State, or local government directive or judicial order, but in the event Cripe receives or is threatened with such an order or has actual knowledge that such an order may be sought or be forthcoming, Cripe shall notify Client and assist Client, at Client’s cost, in Client’s undertaking such lawful measures as it may desire to resist the issuance, enforcement and effect of such an order. Cripe’sobligation to resist such an order and assist Client is contingent upon Cripe receiving further compensation for such assistance plus all costs and expenses, including without limitation reasonable attorney’s fees, incurred by Cripe. CERTIFICATIONS:. Cripe shall not be required to execute any certification with regard to work performed, tested, and/or observed under these terms and conditions and the Document(s) to which they are attached, unless: Cripe concludes that it has performed, tested, and/or observed sufficient work to provide a sufficient basis for it to issue the certification; and Cripe believes that the work performed, tested, or observed meets the certification criteria; and Cripe gave its written approval of the certification’s exact form before executing these terms and conditions and the Document(s) to which they are attached. Any certification by Cripe shall be interpreted and construed as an expression of professional opinion based upon the Services performed by Cripe, and does not constitute a warranty or guaranty, either expressed or implied. TERMINATION: Either Client or Cripe may terminate or suspend performance of these terms and conditions and the Document(s) to which they are attached without cause upon thirty (30) days written notice delivered to the other party. In the event of material breach of these terms and conditions and the Document(s) to which they are attached, the non-breaching party may terminate upon ten (10) days written notice to the breaching party, which termination notice shall state the basis for the termination. However, if the breaching party cures or commences to cure with full cure being completed within thirty (30) days the breach stated as the basis for termination within the ten (10) day period, these terms and conditions and the Document(s) to which they are attached shall not be terminated. In the event of termination, other than directly and actually caused by the material breach of these terms and conditions and the Document(s) to which they are attached by Cripe, Client shall pay Cripe for Services performed and expenses incurred prior to the termination notice date, and for any necessary services and expenses incurred in connection with termination of the Project, including but not limited to the costs of completing analysis, records and reports necessary to document job status at the time of termination and costs associated with termination or subcontractor and/or subconsultant contracts. Such compensation shall be based upon the schedule of fees used by Cripe. In the event Client delays providing written authorization to proceed within 45 days of the date of Cripe’s Document(s) or suspends Cripe’s performance for 45 days or more after authorization is given, Cripe reserves the right, in its sole discretion, to revise its cost, compensation and/or hourly rates to its then current rates prior to resuming performance under these terms and conditions and the Document(s) to which they are attached. MISCELLANEOUS: It is agreed that these terms and conditions and the Document(s) to which they are attached shall be governed by, construed, and enforced in accordance with the laws of the State where the project is located. Any litigation resulting from disputes relating to this Agreement shall be resolved in Indiana. Client and Cripe agree that for any disputes in the amount of $6,000.00 (inclusive of attorneys fees, costs and interest) or more that cannot be resolved through informal discussions between the parties, the party raising the dispute shall serve written notice to the other party outlining the details of the dispute and request the dispute to be resolved through mediation. The parties shall confer to discuss the selection of the mediator and agree upon the rules and procedures within twenty (20) days from the date of receipt of request for mediation. Any issues that remain unresolved after mediation shall be resolved by submitting those issues to binding arbitration with the parties conferring to discuss the selection of the arbitrator within twenty (20) days from the unsuccessful conclusion of the mediation. The arbitration procedure shall utilize a different neutral party than was used for the mediation process and be performed in the State of Indiana. If the parties are unable to agree on the selection of a mediator or an arbitrator, the parties agree to submit the matter to the American Arbitration Association and be bound by its rules and procedures for the selection of mediators and arbitrators and the conduct of mediations and arbitrations. The parties agree that the existence of the dispute, the nature of any such claims asserted in the dispute and the resolution of the dispute shall be kept confidential. Neither the Client nor Cripe may delegate, assign, sublet, or transfer their duties or interests as described in these terms and conditions Page 3 and theDocument(s) to which they are attached without the written consent of the other party, or unless contemplated in these terms and conditions and the Document(s) to which they are attached. Both parties relinquish the power to assign and any attempted assignment by either party or by operation of law shall be null and void. Cripe shall be entitled to rely on the accuracy, clarity, completeness and format of any and all documentation, services and information furnished by the Client. Cripe shall provide reasonable notice to the Client if Cripe becomes aware of any errors, omissions, inconsistencies or formatting errors in such documentation, services or information and it shall be the responsibility of Client to correct any errors, omissions or inconsistencies. If Cripe cannot utilize the provided documentation for its intended purpose, this shall entitle Cripe to an adjustment in the Services and Compensation. Cripe shall notify the Client of these changes prior to providing such services. All notices required to be sent hereunder shall be either hand delivered, with signed receipt of such hand delivery, or sent by certified mail, return receipt requested to the address listed for the parties in the Document(s). The unenforceability or invalidity of any provision or provisions of these terms and conditions and the Document(s) to which they are attached as to any persons or circumstances shall not render that provision or those provisions unenforceable or invalid as to any other persons or circumstances, and all provisions hereof, in all other respects, shall remain valid and enforceable. The headings of the sections contained herein are for convenience only and are not to be construed to be a part of or limit or affect the terms hereof. The terms and provisions of these terms and conditions and the Document(s) to which they are attached shall be binding upon and shall inure to the benefit of the parties thereto and their permitted successors and assigns. Client shall not assert any claim or suit against Cripe after expiration of a Limitation Period, defined as the shorter of (i) three (3) years from substantial completion of the particular Cripe service(s) out of which the claim, damage, or suit arose, or (b) the time period of any statute of limitation or repose provided by law. In the event of any claim, suit, or dispute between Client and Cripe, Client agrees to only pursue recovery from Cripe and will not seek recovery from, pursue or file any claim or suit, whether based on contract, tort (including but not limited to negligence), strict liability, or otherwise against any shareholder, director, officer, owner, or employee of Cripe. Unless expressly stated to the contrary, the professional services to be provided by Cripe do not include meetings and consultations in anticipation of litigation or arbitration or attendance as an expert witness in any deposition, hearing, or arbitration. If requested, these services will be provided by an amendment to these terms and conditions and the Document(s) to which they are attached, setting forth the terms and rates of compensation to be received by Cripe. Nothing herein shall be construed to give any rights or benefits hereunder to anyone other than Client and Cripe, and no third party is intended to or shall have any rights of any kind or nature hereunder. If Client is not the title owner of the real property to which the Project relates, then the Client represents and warrants to Cripe, who may materially, substantially, and actually rely, that Client has obtained written consent from all individual(s) holding interest in said real property to which the Project relates to the Services and these terms and conditions and the Document(s) to which they are attached, and that there is no agreement that limits Cripe’slien rights to said real property. Cripe shall not be responsible for delays in its work occasioned by fires, floods, explosions, riots, strikes, errors of others, pandemics, acts of God or change in government regulations. Should a delay occur for a reason outlined herein, the term of this agreement shall automatically be extended for a period equal to the delay. ACCEPTANCE: Client’s execution of the Document(s) or Cripe’s commencement of the Services without written objection by the Client to Cripe, constitutes Client’sacceptance of these Standard Terms and Conditions. This Agreement accepted this __________ day of ______________,20____. Client Authorized Signature Cripe Authorized Signature Printed & Title Printed & Title Page 4 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 Page 1 of 1INDIANARETAILTAXEXEMPT CERTIFICATE NO. 003120155 0020PURCHASE ORDER NUMBERCityofCarmel FEDERAL EXCISE TAXEXEMPT 112592 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES, A/PONECIVICSQUARE VOUCHER, DELIVERY MEMO, PACKING SLIPS, CARMEL, INDIANA 46032-2584 SHIPPING LABELS AND ANY CORRESPONDENCE FORM APPROVED BYSTATE BOARD OFACCOUNTS FOR CITY OFCARMEL - 1997 PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION 8/30/202400350309 CRIPE Street Department VENDORSHIP3939PRIORITYWAYSDR 3400 W. 131ST Street TOSUITE200 Carmel, IN 46074- INDIANAPOLIS, IN 46240 - Matt Higginbotham(317) 733-2001 PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT 91122 QUANTITYUNIT OF MEASUREDESCRIPTIONUNIT PRICEEXTENSION Department:Fund: 22012201Motor Vehicle Highway FND Account: 43-509.00 1EachCSD Fitness Center$45,000.00$45,000.00 Sub Total 45,000.00 Send Invoice To: Street Department 3400 W. 131st Street Carmel, IN 46074- 317) 733-2001 PLEASE INVOICE INDUPLICATE DEPARTMENTACCOUNTPROJECTPROJECT ACCOUNTAMOUNT 45,000.00PAYMENT A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE ASHIPPINGINSTRUCTIONSPARTOFTHEVOUCHERANDEVERYINVOICEANDVOUCHERHASTHEPROPERSWORN 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 ORDERED BYANDACTSAMENDATORYTHEREOFANDSUPPLEMENTTHERETO. LeeHigginbotham TITLECommissioner CONTROL NO. 112592 CONTROLLER