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R A Smith National/ENG/3,750/Permitrac setup ,RSmith National Engineering- 2013 Appropriation#211-4462838: P.O.#25274 Contract Not To Exceed $3,750.00 a }�4�-�tF AGREEMENT FOR PROFESSIONAL SERVICES t on% 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 R. A. Smith National (hereinafter "Professional"). RECITALS WHEREAS City owns and is responsible for the operation and maintenance of its property, personnel, public works and infrastructure; and WHEREAS, from time to time, City needs professional 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 for the Services set forth in attached Exhibit A, incorporated herein by this reference. 2.2 Professional understands and agrees that City may, from time to time, request Professional to provide additional or modified Services to City. When City desires additional Services from Professional, the City shall notify Professional of such additional Services desired, as well as the time frame in which same are to be provided. Only after City has approved Professional's time and cost estimate for the provision of such additional Services, has encumbered sufficient monies to pay for same, and has authorized Professional, in writing, to provide such additional Services, shall such Services be provided by Professional to City. A copy of the City's authorization documents for the purchase of additional Services shall be numbered and attached hereto in the order in which they are approved by City. 2.3 Time is of the essence of this Agreement. pVssmimelum dvm.,drd,LLAM'eM1nmMm/s,n A G.d,S. ,ciumlm¢i 13'2 A mnTH NATIONAL-Fmk.k,LI Ar,lcu4c]/15/]013'<cx1 ASIA R. A' Smith National Engineering- 2013 Appropriation #2 1 1-4462838: P.O.#25274 Contract Not To Exceed $3,750.00 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 211-4462838 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 Three Thousand Seven Hundred Fifty Dollars ($3,750.00) (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. P�,AITSW°rou-vminvAW ,dIPma,umC d ASFntin¢nnyU0l'I A 9nTH NATINNAL.PP,It i3I S<ni, ecln SQOli 10 i9 AMI R. A. Smith National Engineering-2013 Appropriation#211-4462838: P.O.#25274 Contract Not To Exceed $3,750.00 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, 2013, 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. 'W,nnpMl4up 6b-.J'rivVa\VkAamlNmf tisez k Cods S.d!n¢i .thgUOL3VZ A SMITH NATIONAL-VMneu�I Srsleev.b,e7/U20131((37 AMI •R. A. Smith National Engineering-2013 Appropriation#211-4462838: P.O.#25274 Contract Not To Exceed $3,750.00 7.5 Insurance. Professional shall procure and maintain with an insurer licensed to do business in the State of Indiana such insurance as is necessary for the protection of City and Professional from all claims under workers' compensation, occupational disease and/or unemployment compensation acts, because of errors and omissions, because of bodily injury, including, but not limited to, the personal injury, sickness, disease, or death of any of Professional's employees, agents or contractors and/or because of any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom. The coverage amounts shall be no less than those amounts set forth on attached Exhibit C. Such insurance policies shall not be canceled without thirty (30) days' prior written notice to City. 7.6 Liens. Professional shall not cause or permit the filing of any lien on any of City's property. In the event such a lien is filed and Professional fails to remove it within ten (10) days after the date of filing, City shall have the right to pay or bond over such lien at Professional's sole cost and expense. 7.7 Default. In the event Professional: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Professional's warranties; (b) fails to perform the Services as specified; (c) fails to make progress so as to endanger timely and proper completion of the Services and does not correct such failure or breach within five (5) business days after receipt of notice from City specifying same; or (d) becomes insolvent, files, or has filed against it, a petition for receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to terminate all or any part of this Agreement, without liability to Professional and to exercise any other rights or remedies available to it at law or in equity. 7.8 Government Compliance. Professional agrees to comply with all laws, executive orders, rules and regulations applicable to Professional's performance of its obligations under this Agreement, all relevant provisions of which being hereby incorporated herein by this reference, to keep all of Professionals' required professional licenses and certifications valid and current, and to indemnify and hold harmless City from any and all losses, damages, costs, liabilities, damages, costs and attorney fees resulting from any failure by Professional to do so. This indemnification obligation shall survive the termination of this Agreement. 7.9 Indemnification. Professional shall indemnify and hold harmless City and its officers, officials, employees and agents from all losses, liabilities, claims, judgments and liens, including, but not limited to, all damages, costs, expenses and attorney fees arising out of any intentional or negligent act or omission of Professional and/or any of its employees, agents or contractors in the performance of this Agreement. This indemnification obligation shall survive the termination of this Agreement. IW�rnpPxlWU,d.u..ani AW,h ,m,dSo RC 4\$ruYnpoeuio930i1�A SMITH NAIIONAL.P,fr ft IS,'tted.:l/l t2OI3 1037 AMI ,R. A. Smith National Engineering- 2013 Appropriation#2 f 1-4462838: P.O.#25274 Contract Not To Exceed $3,750.00 7.10 Discrimination Prohibition. Professional represents and warrants that it and each of its employees, agents and contractors shall comply with all existing and future laws prohibiting discrimination against any employee, applicant for employment and/or other person in the subcontracting of work and/or in the performance of any Services contemplated by this Agreement with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, subcontracting or work performance hereunder because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status or Vietnam era veteran status. This indemnification obligation shall survive the termination of this Agreement. 7.11 E-Verify Pursuant to I.C. § 22-5-1.7 et seq., Professional shall enroll in and verify the work eligibility status of all of its newly-hired employees using the E-Verify program, if it has not already done so as of the date of this Agreement. Professional is further required to execute the attached Affidavit, herein referred to as Exhibit D, which is an Affidavit affirming that: (i) Professional is enrolled and is participating in the E-verify program, and (ii) Professional does not knowingly employ any unauthorized aliens. This Addendum incorporates by reference, and in its entirety, attached Exhibit D. In support of the Affidavit, Professional shall provide the City with documentation that it has enrolled and is participating in the E-Verify program. This Agreement shall not take effect until said Affidavit is signed by Professional and delivered to the City's authorized representative. Should Professional subcontract for the performance of any work under this Addendum, the Professional shall require any subcontractor(s) to certify by affidavit that: (i) the subcontractor does not knowingly employ or contract with any unauthorized aliens, and (ii) the subcontractor has enrolled and is participating in the E-verify program. Professional shall maintain a copy of such certification for the duration of the term of any subcontract. Professional shall also deliver a copy of the certification to the City within seven (7) days of the effective date of the subcontract. If Professional, or any subcontractor of Professional, knowingly employs or contracts with any unauthorized aliens, or retains an employee or contract with a person that the Professional or subcontractor subsequently learns is an unauthorized alien, Professional shall terminate the employment of or contract with the unauthorized alien within thirty (30) days ("Cure Period"). Should the Professional or any subcontractor of Professional fail to cure within the Cure Period, the City has the right to terminate this Agreement without consequence. The E-Verify requirements of this Agreement will not apply, should the E-Verify program cease to exist. 7.12 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision shall be stricken, and all other provisions of this Agreement that can operate independently of same shall continue in full force and effect. PLLsswvNIWssr 6u-,dmnYAW6M1Um6YmC S.«HC.b S.6M,,gi in_VUI3'R A SMITH 9AT10VAL-f'mlml�yl SmiSa-vI MZO13 ¢31 AAQ R. A. Smith National Engineering- 2013 Appropriation#211-4462838: P.O.#25274 Contract Not To Exceed$3.750.00 7.13 Notice. Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to this Agreement shall be written and either hand-delivered or sent by prepaid U.S. certified mail, return receipt requested, addressed to the parties as follows: CITY: City of Carmel Douglas C. Haney Department of Engineering Carmel City Attorney One Civic Square One Civic Square Carmel, Indiana 46032 Carmel, Indiana 46032 ATTENTION: Michael McBride PROFESSIONAL: R. A. Smith National, Inc. 100 W. Lawrence St., Ste. 412 Appleton, WI 54911-5754 Telephone: 920-731-3499 Fax: 920-731-8398 ATTENTION: Jeff Mazanec, Sr. Project Manager 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. IVlmappylWYl&u-WmvYAW'hanIWmf SnN mid SV¢FM,n ,i,u U111.3W A SMITH NAII(INAI..c,,,i, i4,,5 J,..7(1M2013'017 AMI ,R. A. Smith National Engineering-2013 Appropriation#211-4462838: P.O.#25274 Contract Not To Exceed $3.750.00 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. 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. �Wssv,vpp,I] dM .,diQAWiamlW,,,i S'& &G...,h Yntmw�nyE01�W A SMITH NATIONAI.-Pm! ISVn�6c7/15/211131 IL31 AMI .R. A. Smith National Engineering- 2013 Appropriation#211-4462838: P.O.#25274 Contract Not To Exceed $3,750.00 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. 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 IRAN CERTIFICATION. Pursuant to I.C. § 5-22-16.5, the Consultant shall certify that, in signing this document, it does not engage in investment activities within the Country of Iran. (remainder of page intentionally left blank) I\Vwnwpl..lew,dan.ad.unVAN'4h&WR..lS.a SCard.S.�.&..wwnmgl2l'I3'<A SMITHNATIoNAI.IY.da.iw8l S!wi &x-7/1420131037 AMl R.A.Smith National Engineering-2013 Appropriation#211.4462838; P.O.#25274 Contract Not To Exceed$3,750.00 IN WITNESS WHEREOF,the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA R.A. Smith National, Inc. by and through its Board of Public Works and Safety BY: BY: tries Brainard, Presiding •-' - S Aut' I'y• gnature Date: Otte. Name g ZQNE CAP Title: a PQ-DJi IJG0Ri Mary Ann = rkylem r Date; D , FID[CIN: (361 " *-71( Last Four of SSN if Sole Proprietor: LoWS. s.n, ember Date: /5;) 2o/3 Date. .6/ '7(!3 G'� ATTEST: , 24441 (IC2 Q'ty e anaCordray, IAMC, ' -rk- easurer Date: g- 7�/9 nW,:r,GPl ,yu-aYinuNlWmfHurs..i a n.WS 4' IIti,,,MtIJ'N A SUInHNxnomm..pmfc.,a saita de.-llt5/g1.51O7 AM} R.A.Smith National Boond Surveying April 24, 2013 and Engineering Mr.John Thomas Storm Water Administrator City of Carmel, IN One Civic Square Carmel, IN 46032 Re: PermiTrackEsc Setup and Training Services Proposed Professional Services Agreement Dear Mr.Thomas: Thank you for the opportunity to offer this Professional Services Agreement (Agreement) between the City of Carmel, IN (Owner) and R.A.Smith National, Inc. ((USN) for PermiTrackEsc Setup and Training Services (Project). We sincerely appreciate this opportunity to provide these services in support of your permit compliance efforts. This Agreement is intended to accompany your subscription to MyPermiTrack.com for portal application services, specifically PermiTrackEsc. It defines Project Information, our Scope of Services, Additional Services, Owner Responsibilities, Schedule, Professional Fees and RASN's General Contract Terms for Professional Services. I. Project Information A. Title: PermiTrackEsc Setup and Training Services B. Description: The purpose of this project is to prepare the PermiTrack.com application for user training and initial use specific to the City of Carmel, IN. This includes services to establish the city as a new subscriber and to set up of the PermiTrackEsc application for your use. This project also includes a training workshop for your staff using the prepared database information and application setup. II. Scope of Services: RASN's services, as an Authorized PermiTrack Business Partner for this project, are offered in two phases: A. Setup Phase - PermiTrackEsc: Establish Owner information and primary users in the PermiTrack database, and populate the application with default project types, BMP library, graphic logos and content specific to the City of Carmel, IN. This will support user training and initial implementation with the training phase. Content used for this task is either default information from our existing user base or as specifically provided by the Owner and subsequently edited to best fit. 1) Owner Information- Will establish the Owner and Client Administrator. 2) Project Types-Will set up standard base types and edit as appropriate. 3) BMPs/ Inspection Items - Will use a recent standard BMP library from other • PermiTrackEsc users or an Owner-supplied list. Exhibit Deliver excellence,vision,and responsive service to our clients. 014 100 West Lawrence Street,Suite 412• Appleton,WI 54911-5754.(920)731-3499• Fax(920)731-8398 Corporate Office:Brookfield,WI•rasmithnational.com R.A.Smith National Mr.John Thomas April 24,2013 Page 2 4) Owner logo or graphics -Will incorporate your City logo if available or prepare default graphics for future updating by the Owner. 5) Sample, or Advance Project- Will create a sample project for the training workshop, or enter a real project if information is available from the Owner in advance. B. Training Phase - A training workshop will be provided at the Owner's offices or other convenient location in Carmel, IN. Our experience with past training workshops is that they are most effective when each participant has live Internet access throughout the training. We understand that coordinating staff schedules can be challenging so will offer flexibility within the training workshop period to accommodate different user schedules as much as possible. RASN will also offer general PermiTrack demonstration sessions for Owner's staff or other parties who will not be direct users of the application but may be involved in management or oversight of the Owner's operations or permit compliance efforts. This session will be conducted in person if it can be scheduled within the time frame of the training workshop or conducted remotely using web conferencing technology upon request. The PermiTrackssc training focuses on creating key background information (BMP library, project types, partners, automated reminders, etc.) and the process of construction project setup within the application for erosion and sediment control inspections. Different elements of this training workshop apply uniquely to Owner's staff based on their individual roles in the program related to program administration, design review, permitting, inspections and permit enforcement. III. Additional Services: Unless specified elsewhere in this Agreement, the following services are not included as part of this project. If requested,an amendment to this Agreement for these or other Additional Services will be offered for the Owner's consideration and if authorized,will be provided. A. Extended services beyond those specifically described in the Scope of Services. B. Ongoing updates to Owner's data in the PermiTrack applications after completion of the initial setup. IV. Owner's Responsibilities A. The Owner shall have the responsibilities set forth in the General Contract Terms for Professional Services and those stated herein, including: 1) Provide advance information as necessary to complete application setup services. 2) Owner will actively participate in a User Training Workshop conducted by RASN, preferably with active web access for all participants. V. Schedule A. Setup Phase - Owner agrees to provide supporting materials noted above in advance of the scheduled User Training Workshop. If available, this would also include a copy of the Owner's preferred BMP library. RASN agrees to complete setup of the PermiTrack applications using those materials in advance of the User Training Workshop. R RASN No. 1130149-RASN Carmel IN PermiTrack Services.docx Q, bC 4 • R.A.Smith National Mr. John Thomas April 24,2013 Page 3 B. User Training Workshop - Training will be coordinated with Client staff and is currently scheduled to be conducted(tentatively week of May 20] , 2013. VI. Professional Fees A. Owner shall pay RASN a lump sum amount of$3,750 for the professional services described above,including the cost of expenses directly related to the project. B. RASN will submit an invoice upon completion of the authorized services describing the professional services provided. Owner agrees to pay RASN within 30 days of the latter of completion of the User Training Workshop and receipt of the invoice. The attached General Contract Terms for Professional Services are hereby made part of this Agreement. If there are any questions concerning those, or the terms as presented, please contact us. If satisfactory, please return one signed copy of this agreement to authorize R.A.Smith National, Inc. to proceed with the project. We sincerely appreciate this opportunity to work with the City of Carmel, IN and look forward to a very successful project with you. Sincerely, R.A.Smith National, Inc. Jeff M. Mazanec, P.E. Sr. Project Manager (920) 731-8397 Ext 3406 J eff.Mazanec@RASmithNational.com Authorized by: City of Carmel, IN (Owner) Mr.John Thomas Date Storm Water Administrator / • RASN No. 1130149-RASN Carmel IN PermiTrack Services.docx VY 3 Y • GENERAL CONTRACT TERMS R.A.SmithNational FOR PROFESSIONAL SERVICES 1. All of the work described herein shall be completed in accordance the OWNER as required herein,and/or upon judgment of a court having with generally and currently accepted engineering and surveying jurisdiction in the matter requiring release of such records. principals and practices. 6. Payment for invoices is due upon receipt; amounts outstanding 2. In the event all or any portion of the work prepared or partially after 45 days from the date of invoice will be considered delinquent prepared by RASN is suspended,abandoned,or terminated,the OWNER and subject to a service charge at the rate of 1''/,% compounded shall pay RASN all fees, charges and expenses incurred to date. RASN monthly. Invoices will usually be sent monthly for work performed may suspend or terminate this Agreement upon seven(7)days written during the previous month.OWNER understands,and agrees to pay for notice if the OWNER fails to substantially perform in accordance with all services rendered regardless of OWNER's ability or inability to this Agreement. Failure to make payments in accordance herewith proceed with the project for any reason,gain governmental approvals shall constitute substantial nonperformance. or permits, or secure financing for the project. The OWNER shall 3. RASN cannot be held responsible for project schedule delays caused provide RASN with a clear, written statement within twenty(20) days by weather, violence, acts of God, and public agencies or private of the date of the invoice of any objections to the invoice. RASN businesses over which it has no control. RASN shall act only as an advisor reserves the right to immediately suspend work and/or terminate this agreement due to lack of timely payment of uncontested invoices by in all governmental relations.Such delays as caused by said occurrences, OWNER. if not solely the result of RASN'S failure to meet submittal deadlines,may result in adjustments to said schedules and estimates/fees. 7. Both parties agree that all disputes, including, but not limited to 4. All electronic files transferred to OWNER or his DESIGNEE by RASN errors, liability, claims for services and fees, expenses, losses, etc., may are provided solely for the convenience of the OWNER and are upon mutual consent be submitted for non-binding mediation, by a warranted only to the extent that they conform to the original mutually acceptable mediator.Any fees and/or expenses charged by the document(s) produced by RASN. All electronic file(s) are transmitted in mediator shall be shared equally between RASN and OWNER. trust for the sole use of the OWNER and his DESIGNEE.Any use by third 8. Nothing contained in this Agreement shall create a contractual parties shall not be at the risk of the RASN. relationship with or a cause of action in favor of a third party against 5. OWNER and RASN recognize that applying applicable Wisconsin either the OWNER or the RASN. RASN'S services under this Agreement are being performed solely for the OWNER'S benefit,and no other entity public records laws to particular records requests can be difficult,in light shall have any claim against RASN because of this Agreement or the of copyright and other confidentiality protections. To ensure that performance or nonperformance of services hereunder. applicable laws are followed, both with regard to private rights,and with regard to public records laws,OWNER and RASN agree as follows.When "*"""` OWNER receives public records requests for matters that OWNER R.A.Smith National, Inc. RASN believes might be proprietary or confidential information, OWNER will 100 W Lawrence Street,Suite 412 notify RASN of the request. Within three (3) days of such notification Appleton,WI 54911 (subject to extension of time upon mutual written agreement), RASN shall either provide OWNER with the record that is requested,for release to the requestor;or RASN shall advise OWNER that RASN objects to the release of the requested information, and the basis for the objection. If By: for any reason OWNER concludes that RASN is obligated to provide a Jeff Mazanec, PE, Sr. Project Manager record to a requestor that is in RASN's possession, RASN shall provide such records to OWNER immediately upon OWNER'S request.RASN shall not charge for work performed under this paragraph, except for the Date: 2013 "actual, necessary and direct" charge of responding to the records request,as that is defined and interpreted in Wisconsin law. PROJECT: PermiTrackrsc Setup and Training Services In addition to,and not to the exclusion or prejudice of,any provisions of The above and foregoing Agreement is hereby accepted this agreement or documents incorporated herein by reference, RASN and RASN is authorized to proceed with the work. shall indemnify and save harmless and agrees to accept tender of defense and to defend and pay any and all legal,accounting, consulting, engineering and other expenses relating to the defense of any claim City of Carmel, IN OWNER asserted or imposed upon the OWNER, its officers, agents, employees One Civic Square and independent professionals growing out of (i) OWNER'S denial of a Carmel,IN 46032 records request, based upon objections made by RASN, or (ii) RASN'S failure to provide records to OWNER upon OWNER'S request; or (iii) OWNER'S charges made to a records requestor, based upon By: reimbursement of costs RASN charged to OWNER in responding to a Mr.John Thomas,Storm Water Administrator records request; or (iv) OWNER'S lack of timely response to a records request, following RASN'S failure to timely respond to OWNER as required herein;or(v)OWNER'S provision of records to a requestor that were provided to OWNER by RASN in response to a records request. RASN'S claims of proprietary rights, or any other copyright or Date: confidentiality claims,shall be waived such that OWNER may provide all requested documents, programs, data, and other records to the requestor, upon failure by RASN to defend, indemnify or hold harmless RASN No. 1130149-RASN Carmel IN PermiTrack Services.docx 4 f,4 • • • E-Verifv Affidavit • Pursuant to Indiana Code 22-54.7-11, the Contractor entering into a contract with the City is required to enroll in and verify the work eligibility status of all its newly hired employees through the E-Verify program. The Contractor is not required to verify the work eligibility status of all its newly hired employees through the E-Verify program if the E-Verify program no longer exists. The undersigned, on behalf of the Contractor, being first duly sworn, deposes and states that the Contractor does not knowingly employ an unauthorized alien. The undersigned further affirms that, prior to entering into its contract with the City,the undersigned Contractor will enroll in and agrees to verify the work eligibility status of all its newly hired employees through the E-Verify program. • (Contractor): AC ,7. /���.�s.s,��tGt e2 p By(Written Signature): d . ., /l •A (Printed Name): Alf L r N E C • h'°CPeAS (Title): A-tisic) Important-Notary Signature and Seal Required in the Space Below STATE OF W/SCD/757/7 SS: • COUNTY OF GHQ aQ$L2 // Subscribed and sworn to before me this S///!n day of J U /y 2013. n /Pi/G20(6 (Signed) _AJA /i Mycommission'',,effxpires: // Residing in G{/QL1O County, State of L igetil4 2t • \c'�." &• ...... • 4i 3 "SO• •• •• nt TAq), o UBL1S; %2%%O