HomeMy Public PortalAbout160-2019 - Engineering - Clark Dietz - ...rvices for Construction of PeacockPROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into this `r day of 2019 and
referred to as Contract No. 160--2019, by and between the City of Richmond, Indiana, a
municipal corporation acting by and through its Board of Public Works and Safety (hereinafter
referred to as the "City") and Clark Dietz, 8900 Keystone Crossing, Suite 475, Indianapolis, .
Indiana, 46240 (hereinafter referred to as the "Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor to provide professional services for preliminary grant application
services and document preparation services for the City's Peacock Road Rehabilitation Project
(the "Project"), as more fully described on Contractor's proposal.. Contractor shall perform all
services described on Contractor's proposal, dated October 3, 2019, marked as "Exhibit A"
which Exhibit consists of seven (7) pages, and which is attached hereto and made a part hereof.
Contractor agrees to abide by the same.
Should any provisions, terms, or conditions contained in any of the documents attached hereto as
Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the
provisions, terms, or conditions of this Agreement, this Agreement shall be controlling.
Contractor shall perform all work herein in a timely manner, conforming to all. applicable
professional standards.
The Contractor shall furnish all labor, material, equipment, and services necessary for the proper
completion of all work specified.
No performance of services shall commence until the following has been met:
1. The City is in receipt of any required certificates of insurance;
2. The City is. in receipt of any required affidavit signed by Contractor in
accordance with Indiana Code 22-5--1.7-11(a)(2); and
3. A purchase order has been issued by the Purchasing Department.
SECTION II. STATUS OF CONTRACTOR
Contractor shall be deemed to be an independent contractor and is not an employee or agent of
the City of Richmond. The Contractor shall provide, at its own expense, competent supervision
of the work.
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Contract No. 160-2019
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SECTION III. COMPENSATION
City shall pay Contractor a total amount not to exceed Two Thousand Three Hundred Dollars
and Zero Cents ($2,300.00) for complete and satisfactory performance of this Agreement.
SECTION Iv. TERM OF AGREEMENT
This Agreement shall be effective when signed by all parties and shall continue in effect until
completion of the Project.
Notwithstanding the term of -this Agreement, City may terminate this Agreement in whole or in
part, for cause, at any time by giving at least five (5) working days written notice specifying the
effective date and the reasons for termination which shall include but not be limited to the
following
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a. failure, for any reason of the Contractor to fulfill in a timely manner
its obligationg under this Agreement;
b. submission of a report, other work product, or advice, whether oral or written, by the
Contractor to the City that is incorrect, incomplete, or does not meet reasonable
professional standards in any material respect;.
c. ineffective or improper use of funds provided under this Agreement;
d. suspension or termination of the grant funding to the City under which this Agreement
is made; or
e. unavailability of sufficient funds to make payment on this Agreement.
In the event of such termination, the City shall be required to make payment for all work
performed prior to the date this Agreement is terminated, but shall be relieved of any other
responsibility herein.
This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties
by setting forth the reasons for such termination, the effective date, and in the case of partial
termination, the portion to be terminated.
SECTION V. INDEMNIFICATION AND INSURANCE
Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to
person or property or any other claims which may. arise from the Contractor's conduct or
performance of .this Agreement, 'either intentionally or negligently; provided, however, that
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nothing contained in this Agreement shall be construed as rendering the Contractor liable for acts
of the City,' its officers, agents, or employees. Contractor shall as a prerequisite to this
Agreement, purchase and thereafter maintain such insurance as �11 protect it from the claims set
forth below which may arise out of or result from the Contractor's operations under this
Agreement, whether such operations by the Contractor or by any sub -contractors or by anyone
directly or indirectly employed by any of them, or.by anyone for whose acts the Contractor may
be held responsible.
Coverage Limits
A. Worker's Compensation' & Statutory
"Disability Requirements
B. Employer's Liability $100,000
C. Comprehensive General Liability
Section 1. Bodily Injury $1,000,000 each occurrence
$2,000,000 aggregate
Section 2. Property Damage $1.000,000 each occurrence
D. Comprehensive Auto Liability
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Section 1. Bodily Injury $1,000,000 each person
$1,000,000 each occurrence
Section 2. Property Damage $1,000,000 each occurrence
E. Comprehensive Umbrella Liability $1,000,000 each occurrence
$2,000,000 each aggregate
F. Malpractice/Errors & Omissions Insurance $1,000,000 each occurrence
$2,000,000 each aggregate
SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW
Contractor shall comply with all provisions of the Indiana worker's Compensation law, and
shall, before commencing -work under this Agreement, provide the City a certificate of insurance,
or a certificate from the industrial board showing that the Contractor has complied with Indiana
Code Sections 22--3 --2-5, 22--3 -5-1 and 22-3 -5--2. If Contractor is an out of state employer and
therefore subject to another state's worker's compensation law, Contractor may choose to
comply with all provisions of its home state's worker's compensation law and provide the City
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proof of such compliance in lieu of complying with the provisions of the Indiana worker's
Compensation Law.
SECTION VII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS
Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work
eligibility status of all newly hired employees of the contractor through the Indiana E-Verify
program. Contractor is not required to verify the work eligibility status of all newly hired
employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify
program no longer exists. Prior to the performance of this Agreement, Contractor shall provide
to the City its signed Affidavit affirming that Contractor does not knowingly employ an
unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event Contractor violates IC
22-5-1.7 the Contractor shall be required to remedy the violation not later than thirty (30) days
after the City notifies the Contractor of the violation. If Contractor fails to remedy the violation
within the thirty (30) day period provided above, the City shall consider the Contractor to be in
breach of this Agreement and this Agreement will be terminated. If the City determines that
terminating'this'Agreement would be detrimental to the public interest or public property, the
City -may allow this Agreement to remain in effect until the City procures a new contractor. If
this Agreement is terminated under this section, then pursuant to IC 22-5-1.7-13 (c) the
Contractor will remain liable to the City for actual damages.
SECTION VIII. IRAN INVESTMENT ACTIVITIES
Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in
investment activities in Iran. In the event City determines during the -course of this Agreement
that this certification is no longer valid, City shall notify. Contractor in writing of said
determination and shall give contractor ninety (90) days within which to respond to the written
notice. In. the event ' Contractor fails to demonstrate to the City that the Contractor has ceased
investment activities in Iran within ninety (90) days after the written notice is given to the
Contractor, the City may proceed with any remedies it may have pursuant to IC 5-22-16.5. In
the event the City determines during the course of this Agreement that this certification is no
longer valid and said determination is not refuted by Contractor in the manner set forth in IC 5-
22-16.5, the City reserves the right to consider the Contractor to be in breach of this Agreement
and terminate the agreement upon the expiration of the ninety (90) day period set forth- above.
SECTION IX. PROHIBITION AGAINST DISCRIMINATION
A. Pursuant to Indiana Code 22--9--1--103 Contractor, any sub --contractor, or any person acting
on behalf of Contractor or any sub -contractor shall not discriminate against any employee
or applicant for employment to be employed in the performance of this Agreement, with
respect to hire, tenure, terms; conditions or privileges of employment or any matter
directly or indirectly related to employment, because of race, religion, color, . sex,
disability, national origin, or ancestry.
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B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees:
1. That in the hiring of employees for the performance of work under this
Agreement of any subcontract hereunder, Contractor, any subcontractor, or any
person acting ,on behalf of Contractor or any sub --contractor, shall not discriminate
by reason of race, religion, color, sex, national origin or ancestry against any
citizen of the State of Indiana who is qualified and available to perform the work
to which the employment relates;
2. That Contractor, any sub --contractor, or any person action on behalf of Contractor
or any sub --contractor shall in no manner discriminate against or intimidate any
employee hired for the performance of work under this Agreement on account of
race, religion, color, sex, national origin or ancestry;
3. That there may be deducted from the amount payable to Contractor by the City
under this Agreement, a penalty of five dollars ($5.00) for each person for each
calendar day during which such person was discriminated against or intimidated .
in violation of the provisions ' of the Agreement; and
4. That this Agreement may be canceled or terminated by -the City and all money
due or to. become due hereunder may be forfeited, for a second or any subsequent
violation of the terms or conditions of this section of the Agreement.
C. violation of the terms or conditions of this Agreement relating to discrimination or
intimidation shall be considered a material breach of this Agreement.
SECTION X. RELEASE OF LIABILITY
Contractor hereby agrees to release .and hold harmless the City and all officers, employees, or
agents of the same from all liability for negligence which may arise in the course of Contractor's
performance of its obligations pursuant to- this Agreement.
SECTION XI. MISCELLANEOUS
This Agreement is personal to the parties hereto and neither party may assign or delegate any of
its rights or obligations hereunder without the prior written consent of the other party. Any such
'delegation or assignment, without the prior written consent of the other party, shall be null and
void. This Agreement shall be controlled by and interpreted according to Indiana lave and shall
be binding upon the parties, their successors and assigns. - This document constitutes -the entire
Agreement between the parties, although it may be altered or amended in whole or in part at any
time by filing with the Agreement a written instrument setting forth such changes signed by both
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parties. By executing this Agreement the parties agree that this document supersedes any
previous discussion, negotiation, or conversation relating .to the subject matter contained herein.
This Agreement may be simultaneously executed in several counterparts, each of which shall be
an original and all of which shall constitute but one and the same instrument.
The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit
arising out of this Contract must be filed in said courts. The parties specifically agree that no
arbitration or mediation shall be required prior to the -commencement of legal proceedings in said
'Courts. By executing this Agreement, Contractor is estopped from bringing suit or any other
action in any alternative forum, venue, = or in front of any other tribunal, court, or adnu* m' strative
body other. than the Circuit or Superior Courts of Wayne County, Indiana, regardless of.any right
Contractor may have to bring such suit in front of other tribunals or in other venues.
Any person executing this Contract in a representative capacity hereby warrants that he/she has
been duly authorized by his or her principal to execute this Contract.
In the event of any breach of this Agreement by Contractor, and in addition to any other damages
or remedies, Contractor shall .be liable for all costs incurred by City in its efforts to enforce this
Agreement, including but not limited to, City's reasonable attorney's fees.
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[Signature Page to Follow.]
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In the event that an ambiguity,. question of intent, or a need for interpretation of this Agreement
arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any
of the provisions of this Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of
the day and year first written above, although signatures may be affixed on different dates.
"CITY" "CONTRACTOR!'
TIC CITY OF RIQHMOND, CLARK DIETZ
INDIANA by and through its 8900 Keystone Crossing, Suite 475
Board of Public Works and Safety Indianapolis, IN 46240
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By:
. B y:
Vicki Robinson, President
By; -Printed: s i r-s- 2
Emily Pa er, Member
Y.:
Matt Evans, Member
APPROVED: f
I. Sno a r
�_
Title:
Date:
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Date:
PROFESSIONAL SERVICES AGREEMENT
Project Name ("Project"
Peacock Road Reconstruction Notice of Funding Availability (NDFA) Grant Application Assistance.
This Agreement is by and between
City of Richmond ("Client")
50 North 5th Street
Richmond, EV 47374
and
Clark Dietz, Inc. ff lark Dietz")
8900 Keystone Crossing, Suite 475
Indianapolis, LV 46240
Who agree as follows: ,
Client hereby engages Clark Dietz to perform the services set forth in PART I - SERVVICES BY CLARK
'DIETZ, and Clark Dietz agrees to perform the Services for the compensation set forth in PART III -
CDMPENSATICN. Clark Dietz shall be authorized to commence the Services upon execution of this
Agreement and written or verbal authorization to proceed from Client. Client and'Clark Dietz agree that
this signature page, together with Parts I - IV and attachments referred to therein, constitute the entire '
Agreement between them relating to the Project.
Agreed.to by Client Agreed to by Clark Dietz
EXHIBIT''
By: By:
Title: Title: r.ville-e-
Date: Date:/070/!g
1 January 2019
PART I
SERVICES BY CLARK DIETZ
A. Project Description
The City of Richmond will submit a Notice of Funding Availability (NOFA) Grant funding application
for -the November 2019 DMOT call for projects. The application will be for the Peacock Road
Reconstruction Project from NW .11 'hStreet to NW 18'' Street.
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B. Scope
The Notice of Funding Availability (NOFA) Grant application requires supporting documentation.
Clark Dietz will assist the Client in preparing the following supporting documents:
1. Map at sufficient scale to clearly identify the beginning and -ending points of the project.
2. Photographs of the project area and required work.
3. Identify all existing utilities and railroads and identify any possible reimbursable utilities and
potential utility relocations.
4. Provide a well. --defined scope of work.
5. Provide a detailed independent construction cost estimate.
C. Schedule
All work will be completed by at least one week in advance of the due date for the application.
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January 2019
PART II
CLIENT'S RESPONSIBILITIES
Client shall, at its expense, do the following in a timely manner so as not to delay the Services:
A. Information/Reports
Provide Clark Dietz with reports, studies, site characterizations, regulatory decisions and similar
information relating to the Services that Clark Dietz may rely upon without independent verification
unless specifically identified as requiring such verification.
B. Representative
Designate a representative for the project who shall have the authority to transmit instructions, receive
information, interpret and defne Client's requirements and make decisions with respect to the Services.
The Client representative for this Agreement win be Greg Stiens.
C. Decisions
Provide all criteria and full information as to Client's requirements for the Services and make timely
decisions on matters relating to the Services.
D. Assumptions/Conditions
This agreement is subject to the following assumptions/conditions:
1. For the NCFA application to be accepted for review by INDCT, the Client will need to provide
the following to ZNDaT:
a. Financial Commitment -Letter on Client letterhead.
b. An ADA/Title VI Commitment letter.
c. Asset Management Plan (if applicable).
d. Verify that the project is on the Federal Aid Highway System.
2. Current traffic counts and crash data will be provided by the Client to Clark Dietz.
3. This Agreement does not include any work related to Highway Safety Improvement Program
(HSIP) funding, or a Road Safety Audit (RSA). Those items will be considered additional work
outside of this Agreement.
4. This Agreement and any legal actions concerning its validity, interpretation and performance
shall be governed by the laws of the location of the project.
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3 January 2019
PART III
COMPENSATION
A. Compensation
1. Total compensation to Clark Dietz for services rendered on the Project in accordance with PART
I — SERVICES BY CLARK DIETZ of this Agreement will be a lump sum amount of $2,300.
This lump sum compensation includes salaries, payroll taxes and insurance, employee fringe
benefits, general overhead costs, profit, and project related expenses.
B. Billing and Payment
1. Timing/Format
a. Invoices shall be submitted monthly for Services completed at the time of billing. Invoices
shall be considered past due if not paid within 45 calendar days of the date of the invoice.
Such invoices shall be prepared in a form supported by documentation required by the Client.
b. -If the Client fails to make payments within 45 calendar days of the date of invoice or
otherwise is in breach of this Agreement, Clark Dietz may suspend performance of services
upon seven (7) calendar days' notice to the Client. Clark Dietz shall have no liability to the
Client for any costs or damages as a result of suspension caused by any breach of this
Agreement by the Client. Upon payment in full by the Client, Clark Dietz shall resume
services under this Agreement, and the time schedule shall be equitably adjusted to
compensate for the period of suspension plus any other reasonable time necessary for Clark
Dietz to resume performance.
2. Billing Records
Clark Dietz shall maintain accounting records of its costs in accordance with generally accepted
accounting practices. Access to such records will be provided during normal business hours with
-reasonable notice during the term of this Agreement and for 3 years after completion.
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PART IV
STANDARDTERMS AND CONDITIONS
1. STANDARD OF CARE. Services shall be performed in accordance with the standard of professional practice ordinarily exercised
by the applicable profession at the time and within the locality where the services are performed. No warranty or guarantee, express or
implied is provided, including warranties or guarantees contained in any uniform commercial code.
2. CHANGE OF SCOPE., The Scope of Services set forth in this Agreement is based on facts known at the time of execution of this
Agreement, including, if applicable, information supplied by Clark Dietz and Client Clark Dietz will promptly notify Client of any
perceived changes of scope in writing and the parties shall negotiate modifications to this Agreement.
3. DELAYS. If events beyond the control of Clark Dietz, including, but not limited to, fire, flood, explosion, riot, strike, war, process
shutdown, act of God or the public enemy, and act or regulation of any government agency, result in delay to any schedule established in
this Agreement, such schedule shall be extended for a period equal to the delay. In the event such delay increases the cost or time required
for Clark Dietz to perform its services, Clark Dietz shall be entitled to an equitable adjustment in compensation and extension of time.
4. TERMINATION/SUS PENSION. Either party may terminate this Agreement upon 30 days written notice to the other party in the
event of substantial failure by the other party to perform in accordance with its obligations under this Agreement through no fault. of the
terminating party. Client shall pay Clark Dietz for all Services, including profit relating thereto, rendered prior to termination, plus any
expenses of termination. ,
5. REUSE OF INSTRUMENTS OF SERVICE. All reports, drawings, specifications, computer data, field data notes and other
documents prepared by Clark Dietz as instruments of service shall remain the property of Clark Dietz. Clark Dietz shall retain all common
law, statutory and other reserved rights, including the copyright thereto. Reuse of any instruments of service including electronic media,
for any purpose other than that for which such documents or deliverables were originally prepared, or alteration of such documents or
deliverables without written authorization or adaptation by Clark Dietz for the specific purpose intended, shall be at Client's sole risk.
6. ELECTRONIC MEDIA.. In accepting and utilizing any drawings, reports and data on any fonn of electronic media generated and
furnished by Clark Dietz, the Client agrees that all such electronic frles'are instruments of service of Clark Dietz, who shall be deemed the
author, and shall retain all common law, statutory law and other rights, without limitation, including copyrights. _
The Client agrees not to reuse these electronic files, in whole 'or in part, for any purpose other than for the Project. The Client agrees not to
transfer these electronic files to, others. without the prior written consent of Clark Dietz.. The Client further agrees thatClarkDietz shall
have no responsibility or liability to Client or others for any changes made by anyone other than Clark Dietz or for any reuse of the electronic
files without the prior written consent of Clark Dietz.
Any changes to the electronic 'specifications by either the Client or Clark Dietz are subject to review and acceptance by the other party. If
Clark Dietz is .required to expend additional effoa to incorporate changes to the electronic file specifications made by the Client, these
efforts shall be compensated for as Additional Services.
In addition, the Client agrees, to the fullest extent permitted by law, to indemnify and hold harmless Clark Dietz, its officers, directors,
employees and subconsultants (collectively, Clark Dietz) against all damages, liabilities or,costs, including reasonable attorneys' fees and
defense costs, arising from any changes made by anyone other than Clark Dietz or from any use or reuse of the electronic files without the
prior written consent of Clark Dietz.
The Client is aware that differences may exist between the electronic files delivered and the printed hard -copy construction documents. In
the event of a conflict between the signed construction documents prepared by Clark Dietz and electronic files, the signed or sealed hard -
copy construction documents shall govern.
7. OPINIONS OF CONSTRUCTION COST. Any opinion of construction costs prepared by Clark Dietz is supplied for the general
guidance of the Client only. Since Clark Dietz has no control over competitive bidding or market conditions, Clark Dietz cannot guarantee
the accuracy of such opinions as compared to contract bids or actual costs to Client.
8. SAFETY Clark Dietz specifically disclaims any authority or responsibility for general job site safety and safety of persons other
than Clark Dietz employees.
9. RELATIONSHIP WITH CONTRACTORS. Clark Dietz shall serve as Client's professional representative for the services and may
make recommendations to Client conceimi.ng actions relating to Client's contractors. Clark Dietz specifically disclaims any authority to
direct or supervise the means, methods, techniques, sequences or procedures of construction selected by Client's contractors.
la. THIRD PARTY CLAIMS. Nothing contained'in this Agreement_ shall create a contractual relationship with or a cause of action in
favor of a third party against either the Client or Clark Dietz. Clark.Dietz's services under this Agreement are being performed solely for
the Client's benefit, and no other party or entity shall have any claim against Clark Dietz because of this Agreement or the performance or
nonperformance of services hereunder. The Client and Clark Dietz agree to require a similar provision in all contracts with contractors,
subcontractors, subconsultants, vendors and other entities involved in this Project to carry out the intent of this provision.
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11. MODIFICATION. This Agreement, upon execution by both parties hereto, can be modified only by a written instrument signed by
both parties. 11
12. PROPRIETARY INFORMATION. Information relating to the Project, unless in the public domain, shall be kept confidential by
Clark Dietz and shall not be made available to third parties without written consent of Client, unless so required by court order. .
13. INSURANCE. Clark Dietz will maintain insurance coverage for Professional, Comprehensive General, Automobile, Worker's
Compensation and Employer's Liability in amounts in accordance with legal, and .Clark Dietz business requirements. Certificates
evidencing such coverage will be . provided to Client upon request. For projects involving construction, Client agrees to require its
construction contractor, if any, to include -Clark Dietz as an additional insured on its commercial general liability policy relating to the
Project, and such coverages shall be primary.
14. INDEMNITIES. Clark Dietz agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Client, its officers,
directors and employees against all damages, liabilities or costs, to the extent caused by Clark Dietz' negligent performance of professional
services under this Agreement and that of its subconsultants or anyone for whom Clark Dietz is legally liable.
The Client agrees, to the fullest extent permitted by law, to indemnify and hold harmless Clark Dietz, its officers, directors, .employees and
subconsultants against all damages, liabilities or costs, to the extent caused by the Client's negligent acts in connection with the Project and
that of its contractors, subcontraetors or consultants or anyone for whom the Client is legally liable.
Neither the Client nor Clark Dietz shall be obligated to indemnify the other party in any manner whatsoever for the other patty's own
negligence.
15. LIMITATIONS OF LIABILITY. In recognition of the relative risks and benefits of the Project to both the Client and Clark Dietz,
the risks have been allocated such that the Client agrees, to the fullest extent permitted by law, to limit the liability of Clark Dietz and their
officers, directors, partners, employees, shareho I ders, owners .and subconsuhants for any and all claims, losses, costs, damages of any nature
whatsoever or claims expenses from any cause or causes, including attorneys' fees and costs and expert -witness fees and costs; so that the
total aggregate liability of Clark Dietz and their officers, directors, partners, employees, shareholders, owners and subconsultants shall not
exceed Clark Dietz's total fee for services rendered on this Project, or S250.000.00 , whichever is greater. It is intended that this limitation
apply to any avid all liability or cause of action however alleged or arising, unless otheLivise prohibited, by law.
16. CONSEQUENTIAL DAMAGES. Notwithstanding any other provision of this agreement, and to the fullest extent permitted by'
law, neither the Client nor Clark Dietz, their respective officers, directors, partners, employees, contractors or subconsultants shall be liable
to the other or shall make any claim for any incidental, indirect or consequential .damages arising out of or connected in any way to the
Project or to this Agreement. This mutual waiver of consequential damages shall include, but is not limited to, loss of use, loss of profit,
loss of business, loss of income, loss of reputation and any other consequential damages that either party may have incurred from any cause
of action including negligence, strict liability, breach of contract and breach of strict or implied warranty. Both the Client and Clark Dietz
shall require similar waivers of consequential damages protecting all the entities or persons named herein in all contracts and subcontracts
with others involved in this project.
17. ACCESS. Client shall provide Clark Dietz safe access to the project site necessary for the performance of the services.
18. ASSIGNMENT. The rights and obligations of this Agreement cannot be assigned by either party without written permission of the
.other party. This Agreement shall be binding upon and insure to the benefit of any permitted assigns.
19. HAZARDOUS MATERIALS. Clark Dietz and Clark Dietz' consultants shall have no responsibility for discovery, presence,
handling, removal or disposal of or exposure of persons to hazardous materials -in any form at the project site, including but not limited to
asbestos, asbestos products, polychlorinated biphenyl (PCB) or other toxic substances. If required by law, the client shall accomplish all
necessary inspections and testing to determine the type and extent, if any, of hazardous materials at the project site. Prior to the start of
services, or at the earliest time such information is learned, it shall be the duty of the Client to advise Clark Dietz (in writing) -of any known
or suspected hazardous materials. Removal and proper disposal of all hazardous materials shall be the responsibility of the Client.
20. REMODELING AND .RENOVATION. For Clark Dietz' services provided to assist the Client in making changes to an existing
facility, the Client shall furnish documentation and information upon which Clark Dietz may rely for its acc-d acy and completeness. Unless
specifically authorized or confirmed in writing by the Client, Clark Dietz shall not be required to perform or have others perform destructive
testing or to investigate concealed or unknown conditions. The Client shall indemnify and hold harmless Clark Dietz, Clark Dietz'
consultants, and their employees from and against claims, damages, losses and expenses which arise as a result of documentation and
information'f u-nished by the Client. -
21. CLIENT'S CONSULTANTS. Contracts between the Client and other consultants retained by' Client for the Prb*ect shall require
the consultants to coordinate their drawings and other instruments of service with those of Clark Dietz and to advise Clark Dietz of any
potential conflict. Clark Dietz shall have no responsibility for the components of the project designed by the Client's consultants. The
Client shall indemnify and hold harmless Clark Dietz, Clark Dietz' consultants and their employees from and against claims, damages,
losses and expenses arising out, of services performed for this project by other consultants of the Client.
22. NO WAIVER. No waiver by either party -of any default by the other party in the performance of any particular section of this
Agreement shall invalidate another section of this Agreement or operate as a waiver of any future default, whether like or different in
character.
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23. SEVERABILITY. The various terms, provisions and covenants herein contained shall be deemed to be separate and severable, and
the invalidity or unenforceability of any of them shall not affect or impair the validity or enforceability of the remainder.
24.. STATUTE OF LIMITATION. To the fullest extent.pennitted by law, parties agree that, except for claims for indemnification, the
time period for bringing claims under this Agreement shall expire one year after Project Completion.
25. DISPUTE RESOLUTION. In the event of a dispute arising out of or relating to this Agreement -or the services to be rendered
hereunder, Clark Dietz and the Client agree to attempt to resolve such disputes in the following manner: First; the parties agree to attempt
to resolve such disputes through direct negotiations between the appropriate representatives of each party.. Second, if such negotiations are
not fully successful, the parties agree to attempt to resolve any remaining dispute by fonnal nonbinding mediation conducted in accordance
with rules and procedures to be agreed upon by the parties.
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January 2019