Loading...
Storrow Kinsella Assoc, Inc./FAILED 6121 10 oVd Wv Storrow o of Associates, Services APp�oV� Department of Communimmunit Servi ces 2010 Appropriation #43- 404 -00; P.O. #21635 r �f� Contract Not To Exceed $15,000.00 9 i� p AGREEMENT FOR PROFESSIONAL SERVICES THIS AREEMENT 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 hereinaftr "City Storrow Kinsella Associates, Inc., and (hereinafter "Professional RECITALS WHEREAS City o ns and is responsible for the operation and maintenance of its property, personnel, public works and i rastructure; and WHEREAS, from time to time, City needs •rofessional assistance in fulfilling its foregoing responsibilities; and WHEREAS, Professional is experienced in pro iding and desires to provide to City the professional services "Services refer ced erei 1 any' WHEREAS, City desires to nga Pro ss •nal as an independent contractor for the purpose of providing to City the Services refe enced NOW, THEREFORE, i cons :1 atio r ii f the foregoing recitals and the covenants and conditions set forth herein, City and Pro .io al mu ally a ee as follows: SECTION 1. INCORPO ION OF RECI LS The foregoing Recitals are hereby incorporated in o this Agreement and made a part hereof. SECTION 2. SCOPE OF SERVICES 2.1 City desires to engage Professional as an independen contractor for the Services set forth in attached Exhibit A, incorporated herein by this reference. 2.2 Professional understands and agrees that City may, from e to time, request Professional to provide additional or modified Services to City. When Cit desires additional Services from Professional, the City shall notify Professional of such additio 1 Services desired, as well as the time frame in which same are to be provided. Only after City s approved Professional's time and cost estimate for the provision of such additional Services, ha encumbered sufficient monies to pay for same, and has authorized Professional, in writing, to pro 'de such additional Services, shall such Services be provided by Professional to City. A copy f the City's authorization documents for the purchase of additional Services shall be numbered nd attached hereto in the order in which they are approved by City. 2.3 Time is of the essence of this Agreement. EZ:\ harod\ProfSvcs Goods Sva \DOCS\STORROW KINSELLA ASSOC .P ofrsvowl Services .do .5 /11/2010 1151 PM} 1 Storrow Kinsella Associates, Inc. Department of Community Services 2010 Appropriation #43- 404 -00; P.O. #21635 Contract Not To Exceed $15,000.00 SECTION 3. CITY'S RESPONSIBILITIES 3.1 City shall provide such information as is reasonably necessary for Professional to understand the Services requested. 3.2 City shall provide all data required for provision of Services. Professional may assume that all data so provided is correct and complete. 3.3. City shall arrange for Professional to enter upon public and private property as reasonably required for Professional to perform the Services. 3.4 City shall designate payment of the Services from City budget appropriation number 43- 404 -00 funds. 3.5 City shall designate the Mayor or his duly authorized representative to act on City's behalf on all matters regarding the Services. SECTION 4. PROFESSIONAL'S RESPONSIBILITIES 4.1 Professional shall perform the Services pursuant to the terms of this Agreement and within any applicable time and cost estimate. 4.2 Professional shall coordinate with City its performance of the Services. 4.3 Professional shall provide the Services by following and applying at all times reasonable and lawful standards as accepted in the industry. SECTION 5. COMPENSATION 5.1 Professional estimates that the total price for the Services to be provided to City hereunder shall be no more than Fifteen Thousand Dollars ($15,000.00) (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 sixty (60) days from the date of City's receipt of same, or be subject to a late charge of one percent (1 of such unpaid and undisputed invoice amount for each month same remains unpaid. 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. [Z.\diaral\ProESNA, Goods Svc. \DOCS STORROW KINSELLA ASSOC.Prof tiional S v c dor..5 /11/21110 12.51 MI 2 Storrow Kinsella Associates, Inc. Department of Community Services 2010 Appropriation #43- 404 -00; P.O. #21635 Contract Not To Exceed $15,000.00 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, 2010, 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. 12:Vhro ProlSvcc Gods SvcdDOCS\STORROW KINSELLA ASSOC.Prof, Savicetcdoc:5 /11/2010 12:51 PM] 3 S'torrow Kinsella Associates, Inc. Department of Community Services 2010 Appropriation #43- 404 -00; P.O. #21635 Contract Not To Exceed $15,000.00 7.5 Insurance. Professional shall procure and maintain with an insurer licensed to do business in the State of Indiana such insurance as is necessary for the protection of City and Professional from all claims under workers' compensation, occupational disease and /or unemployment compensation acts, because of errors and omissions, because of bodily injury, including, but not limited to, the personal injury, sickness, disease, or death of any of Professional's employees, agents or contractors and /or because of any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom. The coverage amounts shall be no less than those amounts set forth on attached Exhibit C. Such insurance policies shall not be canceled without thirty (30) days' prior written notice to City. 7.6 Liens. Professional shall not cause or permit the filing of any lien on any of City's property. In the event such a lien is filed and Professional fails to remove it within ten (10) days after the date of filing, City shall have the right to pay or bond over such lien at Professional's sole cost and expense. 7.7 Default. In the event Professional: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Professional's warranties; (b) fails to perform the Services as specified; (c) fails to make progress so as to endanger timely and proper completion of the Services and does not correct such failure or breach within five (5) business days after receipt of notice from City specifying same; or (d) becomes insolvent, files, or has filed against it, a petition for receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to terminate all or any part of this Agreement, without liability to Professional and to exercise any other rights or remedies available to it at law or in equity. 7.8 Government Compliance. Professional agrees to comply with all laws, executive orders, rules and regulations applicable to Professional's performance of its obligations under this Agreement, all relevant provisions of which being hereby incorporated herein by this reference, to keep all of Professionals' required professional licenses and certifications valid and current, and to indemnify and hold harmless City from any and all losses, damages, costs, liabilities, damages, costs and attorney fees resulting from any failure by Professional to do so. This indemnification obligation shall survive the termination of this Agreement. I LlsharallPmf Svcs Goods Svc,ADOCS■STORROW KINSELLA ASSOC.Prnfr,`sinnal Swim.dnc:5 /11/2(11(1 12:51 PM] 4 Storrow Kinsella Associates, Inc. Department of Community Services 2010 Appropriation #43- 404 -00; P.O. #21635 Contract Not To Exceed $15,000.00 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 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. 7.12 Notice. Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to this Agreement shall be written and either hand delivered or sent by prepaid U.S. certified mail, return receipt requested, addressed to the parties as follows: CITY: City of Carmel Douglas C. Haney Department of Administration Carmel City Attorney One Civic Square One Civic Square Carmel, Indiana 46032 Carmel, Indiana 46032 ATTENTION: PROFESSIONAL: Storrow Kinsell Associates, Inc. 212 West 10 Street, Studio A440 Indianapolis, Indiana 46202 ATTENTION: Margaret Storrow IZ shs\ProfSvcc& Goods Svgs /DOCS5STORROW KINSELLA ASSOC.RoI on 1 Suviru.doc:5 /11/201012:51 PM) 5 Storrow Kinsella Associates, Inc. Department of Community Services 2010 Appropriation #43- 404 -00; P.O. #21635 Contract Not To Exceed $15,000.00 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. 7.13 Effective Date. The effective date "Effective Date of this Agreement shall be the date on which the last of the parties hereto executes same. 7.14 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. 7.15 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. 7.16 Non Assignment. Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without City's prior written consent. 7.17 Entire Agreement. This Agreement contains the entire agreement of and between the parties hereto with respect to the subject matter hereof, and no prior agreement, understanding or representation pertaining to such subject matter, written or oral, shall be effective for any purpose. No provision of this Agreement may be amended, added to or subtracted from except by an agreement in writing signed by both parties hereto and /or their respective successors in interest. To the extent any provision contained in this Agreement conflicts with any provision contained in any exhibit attached hereto, the provision contained in this Agreement shall prevail. 7.18 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. [Z: \shared\PmISvcs Goads SvcADOCS\STORROW KINSELLA ASSOC.Profmsional Swic..doc:5 /112010 12:51 MI6 Storrow Kinsella Associates, Inc. Department of Community Services 2010 Appropriation #43- 404 -00; P.O. #21635 Contract Not To Exceed $15,000.00 7.19 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. 7.20 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. 7.21 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. 7.22 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. 7.23 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. 7.24 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. ]ZAshaahProfSvc Goods Svcs\DOCS\STORROW KINSELLA ASSOC.Profvcsiornd Saw. .do 5 /1112010 12.51 PM] 7 i Storrow Kinsella Associates, Inc. Department of Community Services 2010 Appropriation /143- 404 -00; P.O4/21635 Contract Not To Exceed $15,000.00 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA STORROW KINSELLA ASSOCIATES, INC. by and through its Board of Public Works and Safety BY: BY: //e/. ar• 550) rrfliAr James Brainard, Pi Officer Auth/ zed ture Date: Printed Name: itiokkiikfCST T CTORRD(A/ Mary Ann Burke, Member\ Title: PRl; S IFT Date: FID /TIN: SS/695.173 Lori S. Watson, Member SSN if Sole Proprietor: Date: Date: Mat,/to ATTEST: Diana Cordray, IAMC, Clerk- Treasurer Date: Z',+hm..■w 5n, G..l. Sw1DOCSAVORROW 1JNSE LU ASSOC holuvnntl Snnic.j,,, ,11/2u101]: +t Mil 8 storlrow. kinseIis a planning, urban design and landscape architecture studio MASTER AGREEMENT Urban Planning and Design General Consulting Agreement City of Carmel (City) Storrow Kinsella Associates Inc This Professional Services Agreement is entered into on this day of May, 2010 by and between the City of Carmel (hereinafter the "City and Storrow Kinsella Associates Inc, (hereinafter called SKA). RECITALS The City desires to utilize the services of SKA to provide professional services to assist the City with furthering a plan for multi -modal transportation and transit oriented development in the City of Carmel. SKA is pleased to propose the following Urban Planning and Design Services to assist the City with their endeavors. These may include, but are not limited to the following: 1.0 Urban Planning and Design Services 1.1 Assistance with adopting into the C3 Plan the goals, objectives and key concepts of the Carmel Multi -Modal System Plan, including Corridor and Public Space Guidelines; 1.2 Prepare Design Guidelines for multi -modal districts, nodes and corridors as proposed and presented in the Carmel Multi -model System Plan; 1.3 Assist the City with planning efforts to assure future new and infilt development in central Carmel will support a transit orientation and multi -modal patterns per the Multi modal Systems Plan; 1.4 Assist with strategies that identify potential key steps and projects that could lead to plan implementation, coordinating with the IndyGo Bus Plan, Indy Connect, and the MPO Regional Transportation Plan update; 2.0 Education, Public Communication and Public Engagement 2.1 Assistance with the education, public communication, public engagement, with marketing and branding of the needs, advantages, and opportunities presented by the Carmel Multimodal System Plan or a related Transit Feasibility Study; 2.2 Determination of business community needs with respect to placemaking and multimodal transportation, including modification of a survey to solicit responses geared to travel demands and patterns for the US 31, 116 and 96 Corridors; 2.3 Meetings with the City, stakeholders, and other City Consultants as needed. a6 IT l '9 Storrow Kinsella Associates Inc 212 West 10th Street Studio A440 Indianapolis Indiana 46202 i.=-1,1::; voice 317.639.3420 fax 317.639.2425 e studio @storrowkinsella.com www.storrowkinsella.com 're MASTER AGREEMENT Place -Based Transportation On -Call Services City of Carmel (City) Storrow Kinsella Associates Inc Page 2 3.0 Transit Feasibility Study 3.1 Assist with Scope Determination and Implementation Strategies for a Transit Feasibility Study; 3.2 Other work leading or contributing to a Transit Feasibility Study, including but not limited to assistance with grant submittals and funding strategies, and meeting with stakeholders and local officials; 3.3 Environmental Studies to prepare for Federal funding opportunities 4.0 Other tasks as identified by the City. In consideration of the mutual promises between the City and SKA, the parties hereby agree as follows: Article 1. Effective Date The effective date of this Agreement shall be the date entered above. Except as noted herein the term of this agreement shall commence with the date first written after being signed by both parties and terminate twenty -four months after that date. Article 2. Task Orders. A. Task Orders shall be used to describe the parties' mutual agreement on the scope of the Services, Schedule, Compensation, and other particulars as stated therein. Task Orders shall be in the general form shown in attached Exhibit "A B. Task Orders are binding only after acceptance and execution by the duly authorized representative of the firm and City. Each Task Order shall govern the parties' rights and obligations with respect to each assignment, but all within the framework of this Agreement. In the event of an inconsistency between the terms of any Task Order and the terms of this Agreement, the terms of this Agreement shall prevail. Article 3. Scope of Services. SKA shall provide the Services described in Section A (Scope of Services) of each Task Order. Article 4. Schedule. The SKA shall exercise its reasonable efforts to perform those Services within the time frame set forth in Section B (Schedule) of each Task Order. Article 5. Compensation. The City shall pay SKA in accordance with each Task Order that represents specific assignments. Invoices shall be due and payable upon receipt, as per the City's payment cycle. "EXHIBIT MASTER AGREEMENT Place -Based Transportation On -Call Services City of Carmel (City) Storrow Kinsella Associates Inc Page 3 A. SKA shall receive as payment for the work performed under this Contract the total amount not to exceed fifteen thousand dollars ($15,000), unless an additional services letter is executed by the parties which increases the maximum amount payable. B. SKA will be paid for services performed on the basis of the aggregate total of the actual hours of work performed by essential personnel exclusively working on this Contract at the attached hourly rates plus direct non salary costs as approved by the City. Direct non salary costs shall be the actual out of pocket costs expenses of SKA directly attributable to this Contract, such as mileage and reproductions shown in Exhibit B, C. No allowance shall be made for overtime premium wages. D. SKA may submit a maximum of one invoice voucher per calendar month for work covered under this Contract per firm. Article 6. City's Responsibility. The City shall be responsible for all matters described in Section B (City's Responsibilities), of each Task Order. Article 7. Notice to Proceed. Except as noted herein, the date first written after being signed by both parties of each Task Order shall be considered the date of the notice to proceed. Article 8. Nonexclusive Arrangement. The City acknowledges and agrees that SKA routinely renders consulting and other services to third parties. In that respect, SKA may continue to render professional services and other services of a nature similar to those outlined in this agreement to third parties, subject to any legal conflicts of interest. Article 9. Notices. Any notice required by this Agreement shall be made in writing to the address specified below and confirmed by first class mail, fax, or email: SKA: City: Ms. Margaret Storrow, ASLA, Principal City of Carmel Storrow Kinsella Associates, Inc. Mr. Michael Hollibaugh, Director 212 West 10 Street, Studio A440 Department of Community Services Indianapolis, IN 46202 One Civic Square storrow(..storrowkinsella.com Carmel, Indiana 46032 tel (317) 639 -3420 mhollibaudh(c�carmel.in.gov fax (317) 639 -2425 tel 317- 571 -2417 cell (317) 697 -5250 fax (317- 571 -2426 Nothing contained in this article shall be construed to restrict the transmission of routine communications between representatives of the City and SKA. 3 "EXHIBIT 5 P9 MASTER AGREEMENT Place -Based Transportation On -Call Services City of Carmel (City) Storrow Kinsella Associates Inc Page 4 Article 10. Termination or Suspension. This Agreement may be terminated by either party upon written notice in the event of substantial failure by the other party to perform in accordance with the terms of this Agreement; provided, however, the nonperforming party shall have 14 calendar days from the receipt of the termination notice to cure or to submit a plan for a cure acceptable to the other party. 10.1 The City may terminate or suspend performance of this Agreement for the City's convenience upon written notice to SKA. SKA shall terminate or suspend performance of the Services on a schedule acceptable to the City, and the City shall pay SKA for all the Services performed plus termination or suspension expenses. Upon restart of suspended Services, an equitable adjustment shall be made to SKA's compensation and the Schedule. 10.2 The provisions of this Article shall also apply to each individual Task Order, separate and apart from any other Task Orders, and without terminating or otherwise affecting this Agreement as a whole. Article 11. Integration. This agreement, including Exhibit A (incorporated by this reference), and subsequently issued Task Orders (and their respective attachments, if any) represent the entire and integrated agreement between the City and SKA. It supersedes all prior and contemporaneous communications, representations, and agreements, whether oral or written, relating to the subject matter of this Agreement. Article 12. Governing Law. This agreement shall be governed by and construed in accordance with the laws of the State of Indiana. Article 13. Severabilitv. The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if it did not contain the particular portion or provision held to be void. The parties further agree to amend this Agreement to replace any stricken provisions with a valid provision that meets the intent of the stricken provision. The provisions of this Article shall not prevent this entire Agreement from being void should a provision which is of the essence of this Agreement be determined void. Article 14. Successors and Assigns. The City and SKA each binds itself and its successors, executors, and administrators, permitted assigns, legal representatives and, in the case of a partnership, its partners, to the other party to this Agreement and to the successors, executors, administrators, permitted assigns, legal representatives, and partners of such other party in respect to all provisions of this Agreement. "EXHR1T 414(5 MASTER AGREEMENT Place -Based Transportation On -Call Services City of Carmel (City) Storrow Kinsella Associates Inc Page 5 Article 15. No Third Party Rights. The Services provided for in this Agreement are for the sole use and benefit of the City and SKA. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the SKA. Article 16. Ownership of the Documents and Intellectual Property. Except as noted herein, documents prepared by SKA and furnished to the City as part of the Services shall become property of the City; provided, however, that SKA shall have the unrestricted right to their use. SKA shall retain copyright and ownership rights in its data bases, computer software, and other proprietary property. Intellectual property developed, utilized, or modified in the performance of the Services shall remain the property of SKA. In witness whereof, the parties have executed this agreement as of the date first written. STORROW KINSELLA ASSOCIATES INC By: MATV --8{"T Sicn~ Title: Margaret T. Storrow, Principal 3 May 2010 date CITY OF CARMEL By: Title: Mike Hollibaugh, Director, Department of Community Services date File Name: X.:\0831- Carmel ActiveTransplA Adminl3- Contractl OnCaIIICARMEL _SKA_ON_CALL_MASTER AGREEMENT.doc 66 b I $1