Town of Cedar Lake Town Council Meeting Packet

Claims Summary

January 6, 2026

All Town Funds

Amount: $66,998.94

Wastewater Operating

Amount: $462,751.19

Water Utility

Amount: $9,864.94

Storm Water

Amount: $9,674.09

Payroll (12/18/25, 12/31/25, 1/2/26)

Amount: $765,575.20

Resolution No. 1384

Town of Cedar Lake, Lake County, Indiana

A Resolution Establishing the Basis Upon Which the Town of Cedar Lake Shall Authorize and Approve the Conduct of a Farmer's Market Event for the Y2026 Cedar Lake Farmer's Market Season, Engage a Farmer's Market Coordinator for Same, and All Matters Related Thereto

Whereas Clause

Whereas, the Town of Cedar Lake, Lake County, Indiana (hereafter, the "Town"), and Region Social, LLC (hereinafter, "Contractor"), an Indiana Limited Liability Company, by and through its authorized representative, Kelly Dykstra, seek and intend to establish a Farmer's Market Event for the Y2026 Cedar Lake Farmer's Market Season, engage a Farmer's Market Coordinator, clarify and make public the relationship between the Town and Contractor for the Cedar Lake Farmer's Market Season, and all matters related thereto.

Now, therefore, be it resolved by the Town Council of the Town of Cedar Lake, Lake County, Indiana, as follows:

Section One: Town Provision of Facilities

The Town shall provide the exclusive use of a designated portion of the Town Complex grounds, (hereafter, the "Complex"), located at Constitution and Morse Avenues, in the Town of Cedar Lake, Lake County, Indiana, for the conduct of the Y2026 Cedar Lake Farmer's Market Season, from May 13, 2026 through September 23, 2026, inclusive to be conducted on the second and fourth Wednesdays of each month; however, in the month of July, the Market shall be held on July 15, 2026 and July 29, 2026 and provide Contractor exclusive rights to the scheduling of the Cedar Lake Farmer's Market Event at the Town Complex during the dates of said Farmer's Market events in consideration of payment by Contractor to the Town of Five ($5.00) Dollars per vendor, per each held Farmer's Market event. Rain dates may be permitted, if requested, on the first Wednesday of the month, and the fifth Wednesday of July, with the option of the month of October. The Contractor will be responsible for all communications with vendors, interested persons, and the like regarding each Farmer's Market event conducted. The foregoing schedule of dates excludes Wednesday, July 8, 2026.

In addition, the Town shall permit a once-per-month Saturday Farmer's Market to be conducted specifically on May 23, June 6, June 20, July 18, and August 8, with event hours from 8:30 a.m. until 1:30 p.m.

One (1) vendor position shall be reserved for the Town, at no expense to the Town, during each Farmer's Market event held on Town property. The Town Manager will manage the schedule of the vendor position reserved for the Town.

In addition to the foregoing, the Town shall make the Complex available for Farmer's Market events from 9:00 a.m. to 9:00 p.m. on the second and fourth Wednesdays of each month from May through September 2026, and from 5:30 a.m. to 3:00 p.m. on one Saturday of each month from May through August 2026, to allow for event set-up and cleanup. The actual public hours will be from 3:00 p.m. until 8:00 p.m., on the second and fourth Wednesdays of each month from May through September 2026, and 8:30 a.m. until 1:30 p.m. on one Saturday of each month from May through August 2026.

Section Two: Term of Agreement

The Town, by this Resolution, concurs and agrees that the Agreement with Contractor for Farmer's Market Events shall be through September 23, 2026. No further provisions for the Y2026 Farmer's Market Season are provided for by this Resolution except for the right of contracting by Contractor for its appropriate vendors for Y2026. All other matters herein relate exclusively and specifically to the conduct of the Y2026 Farmer's Market Season.

Section Three: Town Services

The Town shall provide water and sewer utilities at the Town Complex during the aforementioned dates, along with the cooperative assistance of the Cedar Lake Street Department, Parks and Recreation Department, and Department of Public Works in the preparation and cleanup, prior to and following the Farmer's Market events. Other responsibilities of the Town and Contractor are identified in Exhibit B attached hereto.

Section Four: Signage

All signage for each Event will be provided by the Contractor. The Contractor will be responsible for setting the signage on the date of each Event and removal of all signage no later than 10:00 pm on the date of each Event. Signage for the Event shall include six (6) "Town Staff - NO PARKING" signs to preserve parking for Town Staff who may leave and return to Town Hall during an Event. A banner will be allowed during the term of the contract on the Municipal Complex fence along Morse Street provided said banner is maintained in good condition. The Contractor will be responsible for the storage of all signs, barricades, banners, tents, chairs, etc. used to support the Farmers' Market Events.

Section Five: Property Damage Responsibility

The Contractor shall be responsible for any damage to TOWN property resulting from its operation of the Farmer's Market Events, other than normal wear and tear.

Section Six: Permits and Approvals

The Contractor will be responsible for securing and obtaining all necessary permits, as well as health department inspections and/or approvals required for the Farmer's Market Events. It will be the responsibility of the Contractor to ensure all licensing, permits, etc. are maintained. Copies are to be provided to the Town Manager by the Contractor upon request by the Town.

Section Seven: Town Programs

The Farmers' Market Event activities shall not interfere with any Town programs conducted at the Town Municipal Complex, with the exception of June 24, 2026, which coincides with Summerfest set-up. The Summerfest Committee has agreed to permit a Farmer's Market Event on that date. Town programs and events already scheduled for 2026 include, but are not limited to, Summerfest and Spring and Fall Soccer.

Section Eight: Purchasing Authority

Contractor shall not make any purchase on behalf of or in the name of the Town of Cedar Lake, Lake County, Indiana.

Section Nine: Additional Responsibilities

Additional responsibilities of the Town and Contractor are as set forth in Exhibit B attached hereto.

Section Ten: Payment Terms

Contractor shall pay the amount of Five ($5.00) Dollars per vendor per each Farmer's Market Event held, with said payment due on the date of each event to the Town Clerk-Treasurer.

Section Eleven: Compliance with Laws

Contractor shall abide by all applicable Ordinances and Regulations of the Town of Cedar Lake, Lake County, Indiana, and all applicable laws of the State of Indiana, all as amended from time to time, in the conduct of the Y2026 Farmer's Market Season.

Section Twelve: Insurance Requirements

Contractor shall provide to the Town a Certificate of Insurance naming jointly the Contractor and the Town of Cedar Lake, or a Certificate of Insurance whereby the Town of Cedar Lake shall be an additionally or jointly named insured as is acceptable to the Town of Cedar Lake; further, the Certificate of Insurance shall provide verified coverage in the amount of not less than $1,000,000.00 per incident/occurrence, and not less than the amount of $2,000,000.00 in the aggregate. Contractor shall provide the types, form and amount of insurance coverage which are enumerated and listed on Exhibit A, which is attached and incorporated herein by reference, and which is approved by the TOWN before the establishment and operation of amusement ride activities and operation on the Town Municipal Complex for the Y2026 Farmer's Market events.

Section Thirteen: COVID-19 Considerations

Notwithstanding all of the foregoing in this Y2026 Cedar Lake Farmer's Market Event/Coordinator Resolution, all terms, conditions and requirements set forth herein are subject to continuing review and assessment for the conditions and circumstances of the declared Public Health Emergency due to the COVID-19 Coronavirus Pandemic, and all related consequential circumstances. As a consequence, all requirements and provisions herein for the Y2026 Cedar Lake Farmer's Market Season are subject to revision, modification, alteration and amendment at any time, related to the event and public safety. This term of Agreement relates to all provisions of this Resolution/Agreement, including operational terms. Further, this term relates to the surety, indemnification and insurance terms herein, including types, coverages, amounts and all other aspects of the required insurance and surety required. These determinations will be made by the Town Council of the TOWN, as it deems appropriate and necessary under the circumstances at that time.

Section Fourteen: Volunteer Recognition

It is recognized that the Members, Directors, Representatives and Volunteers working with Farmer's Market events are Volunteers and/or Independent Contractors providing their time, energy and services for the benefit of all residents of the Town of Cedar Lake and invitees to the Town for the Y2026 Farmer's Market Season and Events.

Section Fifteen: Independent Contractor Status

It is expressly acknowledged and understood by the Town and Contractor that the Contractor is a retained Independent Contractor for the purposes of this Resolution and the services for which this Resolution is entered. The Contractor is strictly an Independent Contractor, and is not an employee, servant, agent, partner, or joint venturer with the Town. The Town and Town Council are not responsible for withholding, and shall not withhold, FICA or taxes of any kind from any payment which it owes the independent contractor. Neither Contractor nor its employees shall be entitled to receive any benefits which employees of the Town are entitled to receive and shall not be entitled to worker's compensation, unemployment compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profit-sharing, or social security on account of their work for the Town. The Contractor shall be solely responsible for paying its employees, if any. The Contractor shall be responsible for paying any and all taxes as referred to above.

Section Sixteen: Notices

All notices herein required shall be in writing and served on the Parties at their respective addresses, by either Personal Service or mailing of a notice by First Class Mail, postage prepaid, to be sufficient service.

Contractor:

Region Social, LLC
13701 Lauerman #70
Cedar Lake, IN 46303

Town:

Town of Cedar Lake
P.O. Box 707
Cedar Lake, IN 46303

Attention: Town Clerk-Treasurer, Town Manager, Town Council President

Section Seventeen: Insurance Maintenance

The Contractor will maintain adequate insurance coverage under applicable law for the events to be conducted in the Y2026 Farmer's Market Season, as deemed acceptable to the Town.

Section Eighteen: Indemnification

The Contractor shall perform the work contemplated by this Resolution at its own risk. The Contractor assumes all responsibility for the condition of tools, equipment, and materials utilized in the performance of this Resolution. The Contractor shall further indemnify and hold harmless the Town, its elected and appointed Officials, Employees or Agents and Representatives from any claim, demand, loss, liability, damage, or expense arising in any way from the Contractor's work, and the Contractor's work contemplated by this Resolution, which shall include attorney's fees. The Contractor will indemnify and hold the Town harmless for any and all claims arising out of this agreement and any damages resulting therefrom, including but not limited to claims of personal or bodily injury or death, and property damage, whether arising from tort, contract regulator or other claim.

Section Nineteen: Termination

Without cause, either Party hereto may terminate this Resolution after giving five (5) days prior notice as specified in Section Sixteen, hereinabove, to the other, of intent to terminate without cause. The Parties shall deal with each other in good faith during the five (5) day period after any notice on intent to terminate without cause has been given.

Section Twenty: Authorization

It is expressly acknowledged and stated that this Agreement is entered into by Region Social, LLC, an Indiana Limited Liability Company, after appropriate action of the members and/or authorized officers or representatives of the entity. The undersigned representative of Region Social, LLC, is a duly authorized representative to approve making this Resolution.

Section Twenty-One: Approval

This Resolution has been approved by affirmative action of the Town Council of the Town of Cedar Lake, Lake County, Indiana, at Public Meeting of the Town Council, after a motion duly made and seconded, on the ___ day of __________, by a vote of ___ in favor and ___ against, and whereby the Town Council President and Clerk-Treasurer, respectively, were authorized and directed to execute and enter this Agreement on behalf of the Town in their representative capacities.

Section Twenty-Two: Effective Date

That this Resolution shall take effect, and be in full force and effect, from and after passage and approval by the Town Council of the Town of Cedar Lake, Lake County, Indiana, in conformance with applicable law.

Signature Section - Region Social, LLC

Approved by the duly authorized Region Social, LLC representative, this ___ day of __________, 2026.

Region Social, LLC

____________________________________
Authorized Representative

Exhibit A: Insurance Requirements for Use of Town Complex - Special Events

Any person or entity hosting an event at the Town Complex must provide a completed Certificate of Insurance naming Town of Cedar Lake, IN, as the Certificate Holder, located at 7408 Constitution Avenue, Cedar Lake IN, 46303, to the attention of Benjamin Eldridge, Town Manager, and shall include the following minimum insurance coverages, limits and terms.

The insured will continue or renew all required coverages throughout the term of this contract and will provide updated and current Certificates of Insurance as proof of their compliance in a timely fashion.

Commercial General Liability (Occurrence Form)

• General Aggregate (other than Prod/Comp Operations): $2,000,000
• Products/Completed Operations Aggregate: $2,000,000
• Personal and Advertising Injury Liability: $1,000,000
• Each Occurrence: $1,000,000
• Liquor Liability (if alcohol will be served at the event): $1,000,000

The above insurance shall be considered PRIMARY insurance and any other insurance carried by Town of Cedar Lake, IN, will be excess and shall not contribute to any losses arising out of the contractor's work.

Automobile Liability

$1,000,000 each accident

Insurance coverage should apply to "any auto," "non-owned," and "hired vehicles" used by the contractor.

Workers Compensation and Employer's Liability

• Workers Compensation: State Statutory Limits
• Employer's Liability - Bodily Injury by Accident: $100,000 each accident
• Employer's Liability - Bodily Injury by Disease: $500,000 policy limit
• Employer's Liability - Bodily Injury by Disease: $100,000 each employee

Umbrella Liability

Each Occurrence and Aggregate: $1,000,000

The above coverages must be placed with an insurance company with an A.M. Best rating of A-: VII or better.

Signature Section - Town of Cedar Lake

All of which is passed and resolved, this ___ day of __________, 2026, by the Town Council of the Town of Cedar Lake, Lake County, Indiana.

Town of Cedar Lake, Lake County, Indiana, Town Council

• _______________________ Nick Recupito, Town Council President
• _______________________ Greg Parker, Town Council Vice-President
• _______________________ Robert H. Carnahan, Town Council Member
• _______________________ Julie A. Rivera, Town Council Member
• _______________________ Mary Joan Dickson, Town Council Member
• _______________________ Richard C. Thiel, Jr., Town Council Member
• _______________________ Chuck Becker, Town Council Member

Attested:

_______________________
Jennifer N. Sandberg, IAMCA, CMC, CPFIM, Clerk-Treasurer

Additional Insurance Requirements

Please provide a Waiver of Subrogation in favor of Town of Cedar Lake, IN, as it pertains to Commercial General Liability, Auto, Umbrella, Workers Compensation and Liquor Liability insurance coverages, if applicable.

Please list the following entity as an ADDITIONAL INSURED on the General Liability insurance policy: Town of Cedar Lake, IN, its subsidiaries, affiliates, board members, directors, officers, and employees as Additional Insureds for all liability arising out of ongoing operations and completed operations. (Use forms CG2010 07 04 and CG2037 07 04 or equivalent forms providing similar coverage. Blanket additional insured is not sufficient) Insured will provide a 30-day written notice to Town of Cedar Lake, IN, of material changes in these insurance coverages, their cancellation or non-renewal.

Exhibit B: Responsibilities

Contractor Responsibilities

• Event Coordination
• Advertising
• Vendor Applications and Waivers, all vendor space reservations
• Parking Lot attendant to direct traffic (Only needed on Plan Commission nights, which utilize the rain date on a first Wednesday.)
• Signage Restroom Maintenance
• Restroom Supplies
• Communication with Vendors, interested persons and the like
• Garbage and site cleanup
• Site review the morning following each Event
• Security, if needed: Vendor agrees to coordinate with Cedar Lake Police Department.
• No alcohol vendors
• Food Concessions - all vendors must have a current health permit from Lake County Health Department
• No smoking in the market. We would like to have a smoke-free market.

Town Responsibilities

• Will provide advertising in the Town's newsletter, website, and social media. Advertising and links to information will be provided by the Contractor.
• Will allow the use of public restrooms during event hours, with said restrooms to be maintained by Contractor.
• Use of dumpster and trash cans; however, all garbage generated during the event period (9:00 a.m. to 9:00 p.m.) shall be maintained by Contractor.

Certificate of Liability Insurance

Farmers Market Insurance Documentation

Date Issued: 06/24/2025

This certificate is issued as a matter of information only and confers no rights upon the certificate holder. This certificate does not affirmatively or negatively amend, extend or alter the coverage afforded by the policies below. This certificate of insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder.

Important: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

Producer

Buschbach Insurance Agency, An InsureOne Company
5615 W 95th St Ste 1
Oak Lawn, IL 60453

Contact Name: Colleen Delaney

Insured

Region Social LLC, DBA: Cedar Lake Farmers Market
13701 Lauerman #70
Cedar Lake, IN 46303

Insurer(s) Affording Coverage

Insurer A: Scottsdale Insurance Co

Certificate Number

CL256243087

Revision Number

This is to certify that the policies of insurance listed below have been issued to the insured named above for the policy period indicated. Notwithstanding any requirement, term or condition of any contract or other document with respect to which this certificate may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies. Limits shown may have been reduced by paid claims.

Commercial General Liability

• Claims-Made: No (Occur)
• Policy Effective Date: 06/24/2025
• Policy Expiration Date: 06/24/2026
• General Aggregate Limit Applies Per: Project, Location

Limits

• Each Occurrence: $1,000,000
• Damage to Rented Premises (Ea occurrence): $100,000
• Med Exp (Any one person): $5,000
• Personal and Adv Injury: $1,000,000
• General Aggregate: $2,000,000
• Products - Comp/Op Agg: EXCLUDED

Additional Coverage Details

Combined Single Limit (Ea accident): (Not specified in certificate)

Bodily Injury (Per person): (Not specified in certificate)

Bodily Injury (Per accident): (Not specified in certificate)

Property Damage (Per accident): (Not specified in certificate)

Workers Compensation and Employers' Liability

Any Proprietor/Partner/Executive Officer/Member Excluded?: Yes/No (Mandatory in NH): N/A

If yes, describe under Description of Operations below:

Limits

• E.L. Each Accident: (Not specified in certificate)
• E.L. Disease - EA Employee: (Not specified in certificate)
• E.L. Disease - Policy Limit: (Not specified in certificate)

Description of Operations

Town of Cedar Lake is additional insured per form CG2012.

Certificate Holder

Town of Cedar Lake
7408 Constitution Ave
Cedar Lake, IN 46303

Cancellation

Should any of the above described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions.

Authorized Representative

Signature on file

© 1988-2015 ACORD Corporation. All rights reserved.

ACORD 25 (2016/03) - The ACORD name and logo are registered marks of ACORD

Town Engineer Services - Master Agreement

Christopher B. Burke Engineering, LLC

214 South Main Street, Suite 201
Crown Point, IN 46307
219.663.3410
cbbel-in.com

Date: December 16, 2025

To:
Town Council
Town of Cedar Lake
P.O. Box 707
Cedar Lake, IN 46303

Subject: Town Engineer Services - Master Agreement, Christopher B. Burke Engineering, LLC

Dear Town Council Members:

On behalf of Christopher B. Burke Engineering, LLC (CBBEL), we would like to thank you for the opportunity to provide Town Engineering Services to the Town of Cedar Lake (Town). CBBEL has enjoyed our experience with the Town since we became partners in 2004. This Agreement is a Master Agreement and shall be the agreement for all projects authorized by the Town. Specific duties authorized by this contract shall include but not be limited to:

• Meeting attendance (Town Council, Plan Commission, Stormwater Management Board, Redevelopment Commission, etc.) including presentation, written/verbal reporting, engineering, and other tasks as requested.
• Site Inspection and Plan Reviews. This would include on-site inspections for active developments, MS4 site inspections/reporting, as-built surveys for developments and individual lots, plan reviews for Plan Commission, etc.
• Project Management, Administration, Public Outreach, Grant Writing Services
• Federal/State Agency Meetings

CBBEL is a multi-discipline engineering firm capable of a wide array of services to create innovative and cost-effective solutions. CBBEL can offer services including water resources engineering, green infrastructure and sustainable planning, environmental/wetland resources, structural design, civil design, traffic operations, construction engineering and surveying. These services are available from any staff from our Illinois and Indiana offices. All Town services will be coordinated from our Crown Point office.

The Terms of Service are from January 1, 2026 thru December 31, 2026. We propose to increase the schedule of charges for Outside Charges to the Town by 5% from the rates in 2025. Town charges are discounted further from our Outside Charges, offering the Town a significant reduction in charges from our current rates. There are two rate schedules proposed depending on the particular tasks involved with the contract. In general, the Town rate is for direct work for the Town (060015) and the Outside rate (060016) is intended for all plan and project reviews for Plan Commission and any other such work that the Town may then bill to an outside party for reimbursement of those costs.

Christopher B. Burke Engineering, LLC - Standard Charges for Professional Services

Cedar Lake Town Engineering Services, January 2026

Direct Costs

Outside Copies, Blueprints, Messenger, Delivery Services, Mileage, Permit Fees: Cost + 12%

*Charges include overhead and profit

If the Cedar Lake Town Council requests additional services that are not described in the above Scope of Services, the billing rates will be applied as Outside Charges. Special services may include expert witness testimony and/or participation at hearings for a legal matter specifically requested by the Town, depositions, large-scale design projects/construction observation, etc., and external to the regular engineering services described within this document.

If this agreement meets with your approval, please sign it and return one copy of the signed document to us. We thank you again for the opportunity to be of service to the Town. We look forward to continuing a high level of service and responsiveness to you and the citizens of Cedar Lake.

Very truly yours,

Thomas T. Burke, Jr., PE, PhD
Executive Vice President

Acceptance

This Proposal, Schedule of Charges, and General Terms and Conditions accepted for:

Town of Cedar Lake, Lake County, Indiana, a Municipal Corporation

By: _______________________
Town Council President

Date: _______________________

Attest: _______________________
Jennifer Sandberg, Clerk-Treasurer

Date: _______________________

General Terms and Conditions

1. Relationship Between Engineer and Client

Christopher B. Burke Engineering, LLC (Engineer) shall serve as Client's professional engineer consultant in those phases of the Project to which this Agreement applies. This relationship is that of a buyer and seller of professional services and as such the Engineer is an independent contractor in the performance of this Agreement and it is understood that the parties have not entered into any joint venture or partnership with the other. The Engineer shall not be considered to be the agent of the Client. Nothing contained in this Agreement shall create a contractual relationship with a cause of action in favor of a third party against either the Client or Engineer.

Furthermore, causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the applicable statute of limitations shall commence to run not later than the date of substantial completion.

2. Responsibility of the Engineer

Engineer will strive to perform services under this Agreement in accordance with generally accepted and currently recognized engineering practices and principles, and in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. No other representation, express or implied, and no warranty or guarantee is included or intended in this Agreement, or in any report, opinion, document, or otherwise.

Notwithstanding anything to the contrary which may be contained in this Agreement or any other material incorporated herein by reference, or in any Agreement between the Client and any other party concerning the Project, the Engineer shall not have control or be in charge of and shall not be responsible for the means, methods, techniques, sequences or procedures of construction, or the safety, safety precautions or programs of the Client, the construction contractor, other contractors or subcontractors performing any of the work or providing any of the services on the Project. Nor shall the Engineer be responsible for the acts or omissions of the Client, or for the failure of the Client, any architect, engineer, consultant, contractor or subcontractor to carry out their respective responsibilities in accordance with the Project documents, this Agreement or any other agreement concerning the Project. Any provision which purports to amend this provision shall be without effect unless it contains a reference that the content of this condition is expressly amended for the purposes described in such amendment and is signed by the Engineer.

3. Changes

Client reserves the right by written change order or amendment to make changes in requirements, amount of work, or engineering time schedule adjustments, and Engineer and Client shall negotiate appropriate adjustments acceptable to both parties to accommodate any changes, if commercially possible.

4. Suspension of Services

Client may, at any time, by written order to Engineer (Suspension of Services Order), require Engineer to stop all, or any part, of the services required by this Agreement. Upon receipt of such an order, Engineer shall immediately comply with its terms and take all reasonable steps to minimize the costs associated with the services affected by such order. Client, however, shall pay all costs incurred by the suspension, including all costs necessary to maintain continuity and for the resumptions of the services upon expiration of the Suspension of Services Order. Engineer will not be obligated to provide the same personnel employed prior to suspension, when the services are resumed, in the event that the period of suspension is greater than thirty (30) days.

5. Termination

This Agreement may be terminated by either party upon thirty (30) days written notice in the event of substantial failure by the other party to perform in accordance with the terms hereof through no fault of the terminating party. This Agreement may be terminated by Client, under the same terms, whenever Client shall determine that termination is in its best interests. Cost of termination, including salaries, overhead and fee, incurred by Engineer either before or after the termination date shall be reimbursed by Client.

6. Documents Delivered to Client

Drawings, specifications, reports, and any other Project Documents prepared by Engineer in connection with any or all of the services furnished hereunder shall be delivered to the Client for the use of the Client. Engineer shall have the right to retain originals of all Project Documents and drawings for its files. Furthermore, it is understood and agreed that the Project Documents such as, but not limited to reports, calculations, drawings, and specifications prepared for the Project, whether in hard copy or machine readable form, are instruments of professional service intended for one-time use in the construction of this Project. These Project Documents are and shall remain the property of the Engineer. The Client may retain copies, including copies stored on magnetic tape or disk, for information and reference in connection with the occupancy and use of the Project.

When and if record drawings are to be provided by the Engineer, Client understands that information used in the preparation of record drawings is provided by others and Engineer is not responsible for accuracy, completeness, nor sufficiency of such information. Client also understands that the level of detail illustrated by record drawings will generally be the same as the level of detail illustrated by the design drawing used for project construction. If additional detail is requested by the Client to be included on the record drawings, then the Client understands and agrees that the Engineer will be due additional compensation for additional services.

It is also understood and agreed that because of the possibility that information and data delivered in machine readable form may be altered, whether inadvertently or otherwise, the Engineer reserves the right to retain the original tapes/disks and to remove from copies provided to the Client all identification reflecting the involvement of the Engineer in their preparation. The Engineer also reserves the right to retain hard copy originals of all Project Documentation delivered to the Client in machine readable form, which originals shall be referred to and shall govern in the event of any inconsistency between the two.

The Client understands that the automated conversion of information and data from the system and format used by the Engineer to an alternate system or format cannot be accomplished without the introduction of inexactitudes, anomalies, and errors. In the event Project Documentation provided to the Client in machine readable form is so converted, the Client agrees to assume all risks associated therewith and, to the fullest extent permitted by law, to hold harmless and indemnify the Engineer from and against all claims, liabilities, losses, damages, and costs, including but not limited to attorney's fees, arising therefrom or in connection therewith.

The Client recognizes that changes or modifications to the Engineer's instruments of professional service introduced by anyone other than the Engineer may result in adverse consequences which the Engineer can neither predict nor control. Therefore, and in consideration of the Engineer's agreement to deliver its instruments of professional service in machine readable form, the Client agrees, to the fullest extent permitted by law, to hold harmless and indemnify the Engineer from and against all claims, liabilities, losses, damages, and costs, including but not limited to attorney's fees, arising out of or in any way connected with the modification, misinterpretation, misuse, or reuse by others of the machine readable information and data provided by the Engineer under this Agreement. The foregoing indemnification applies, without limitation, to any use of the Project Documentation on other projects, for additions to this Project, or for completion of this Project by others, excepting only such use as may be authorized, in writing, by the Engineer.

7. Reuse of Documents

All Project Documents including but not limited to reports, opinions of probable costs, drawings and specifications furnished by Engineer pursuant to this Agreement are intended for use on the Project only. They cannot be used by Client or others on extensions of the Project or any other project. Any reuse, without specific written verification or adaptation by Engineer, shall be at Client's sole risk, and Client shall indemnify and hold harmless Engineer from all claims, damages, losses, and expenses including attorney's fees arising out of or resulting therefrom.

The Engineer shall have the right to include representations of the design of the Project, including photographs of the exterior and interior, among the Engineer's promotional and professional materials. The Engineer's materials shall not include the Client's confidential and proprietary information if the Client has previously advised the Engineer in writing of the specific information considered by the Client to be confidential and proprietary.

8. Standard of Practice

The Engineer will strive to conduct services under this agreement in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions as of the date of this Agreement.

9. Compliance with Laws

The Engineer will strive to exercise usual and customary professional care in his/her efforts to comply with those laws, codes, ordinance and regulations which are in effect as of the date of this Agreement.

With specific respect to prescribed requirements of the Americans with Disabilities Act of 1990 or certified state or local accessibility regulations (ADA), Client understands ADA is a civil rights legislation and that interpretation of ADA is a legal issue and not a design issue and, accordingly, retention of legal counsel (by Client) for purposes of interpretation is advisable. As such and with respect to ADA, Client agrees to waive any action against Engineer, and to indemnify and defend Engineer against any claim arising from Engineer's alleged failure to meet ADA requirements prescribed.

Further to the law and code compliance, the Client understands that the Engineer will strive to provide designs in accordance with the prevailing Standards of Practice as previously set forth, but that the Engineer does not warrant that any reviewing agency having jurisdiction will not for its own purposes comment, request changes and/or additions to such designs. In the event such design requests are made by a reviewing agency, but which do not exist in the form of a written regulation, ordinance or other similar document as published by the reviewing agency, then such design changes (at substantial variance from the intended design developed by the Engineer), if effected and incorporated into the project documents by the Engineer, shall be considered as Supplementary Task(s) to the Engineer's Scope of Service and compensated for accordingly.

10. Indemnification

Engineer shall indemnify and hold harmless Client up to the amount of this contract fee (for services) from loss or expense, including reasonable attorney's fees for claims for personal injury (including death) or property damage to the extent caused by the sole negligent act, error or omission of Engineer.

Client shall indemnify and hold harmless Engineer under this Agreement, from loss or expense, including reasonable attorney's fees, for claims for personal injuries (including death) or property damage arising out of the sole negligent act, error or omission of Client.

In the event of joint or concurrent negligence of Engineer and Client, each shall bear that portion of the loss or expense that its share of the joint or concurrent negligence bears to the total negligence (including that of third parties), which caused the personal injury or property damage.

Engineer shall not be liable for special, incidental or consequential damages, including, but not limited to loss of profits, revenue, use of capital, claims of customers, cost of purchased or replacement power, or for any other loss of any nature, whether based on contract, tort, negligence, strict liability or otherwise, by reasons of the services rendered under this Agreement.

11. Opinions of Probable Cost

Since Engineer has no control over the cost of labor, materials or equipment, or over the Contractor(s) method of determining process, or over competitive bidding or market conditions, his/her opinions of probable Project Construction Cost provided for herein are to be made on the basis of his/her experience and qualifications and represent his/her judgment as a design professional familiar with the construction industry, but Engineer cannot and does not guarantee that proposal, bids or the Construction Cost will not vary from opinions of probable construction cost prepared by him/her. If prior to the Bidding or Negotiating Phase, Client wishes greater accuracy as to the Construction Cost, the Client shall employ an independent cost estimator Consultant for the purpose of obtaining a second construction cost opinion independent from Engineer.

12. Governing Law and Dispute Resolutions

This Agreement shall be governed by and construed in accordance with Articles previously set forth by (Item 9 of) this Agreement, together with the laws of the State of Indiana.

Any claim, dispute or other matter in question arising out of or related to this Agreement, which cannot be mutually resolved by the parties of this Agreement, shall be subject to mediation as a condition precedent to arbitration (if arbitration is agreed upon by the parties of this Agreement) or the institution of legal or equitable proceedings by either party. If such matter relates to or is the subject of a lien arising out of the Engineer's services, the Engineer may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by arbitration.

The Client and Engineer shall endeavor to resolve claims, disputes and other matters in question between them by mediation which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Mediation Rules of the American Arbitration Association currently in effect. Requests for mediation shall be filed in writing with the other party to this Agreement and with the American Arbitration Association. The request may be made concurrently with the filing of a demand for arbitration but, in such event, mediation shall proceed in advance of arbitration or legal or equitable proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order.

The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof.

13. Successors and Assigns

The terms of this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, provided, however, that neither party shall assign this Agreement in whole or in part without the prior written approval of the other.

14. Waiver of Contract Breach

The waiver of one party of any breach of this Agreement or the failure of one party to enforce at any time, or for any period of time, any of the provisions hereof, shall be limited to the particular instance, shall not operate or be deemed to waive any future breaches of this Agreement and shall not be construed to be a waiver of any provision, except for the particular instance.

15. Entire Understanding of Agreement

This Agreement represents and incorporates the entire understanding of the parties hereto, and each party acknowledges that there are no warranties, representations, covenants or understandings of any kind, matter or description whatsoever, made by either party to the other except as expressly set forth herein. Client and the Engineer hereby agree that any purchase orders, invoices, confirmations, acknowledgments or other similar documents executed or delivered with respect to the subject matter hereof that conflict with the terms of the Agreement shall be null, void and without effect to the extent they conflict with the terms of this Agreement.

16. Amendment

This Agreement shall not be subject to amendment unless another instrument is duly executed by duly authorized representatives of each of the parties and entitled "Amendment of Agreement."

17. Severability of Invalid Provisions

If any provision of the Agreement shall be held to contravene or to be invalid under the laws of any particular state, county or jurisdiction where used, such contravention shall not invalidate the entire Agreement, but it shall be construed as if not containing the particular provisions held to be invalid in the particular state, country or jurisdiction and the rights or obligations of the parties hereto shall be construed and enforced accordingly.

18. Force Majeure

Neither Client nor Engineer shall be liable for any fault or delay caused by any contingency beyond their control including but not limited to acts of God, wars, strikes, walkouts, fires, natural calamities, or demands or requirements of governmental agencies.

19. Subcontracts

Engineer may subcontract portions of the work, but each subcontractor must be approved by Client in writing.

20. Access and Permits

Client shall arrange for Engineer to enter upon public and private property and obtain all necessary approvals and permits required from all governmental authorities having jurisdiction over the Project. Client shall pay costs (including Engineer's employee salaries, overhead and fee) incident to any effort by Engineer toward assisting Client in such access, permits or approvals, if Engineer performs such services.

21. Designation of Authorized Representative

Each party (to this Agreement) shall designate one or more persons to act with authority in its behalf in respect to appropriate aspects of the Project. The persons designated shall review and respond promptly to all communications received from the other party.

22. Notices

Any notice or designation required to be given to either party hereto shall be in writing, and unless receipt of such notice is expressly required by the terms hereof shall be deemed to be effectively served when deposited in the mail with sufficient first class postage affixed, and addressed to the party to whom such notice is directed at such party's place of business or such other address as either party shall hereafter furnish to the other party by written notice as herein provided.

23. Limit of Liability

The Client and the Engineer have discussed the risks, rewards, and benefits of the project and the Engineer's total fee for services. In recognition of the relative risks and benefits of the Project to both the Client and the Engineer, the risks have been allocated such that the Client agrees that to the fullest extent permitted by law, the Engineer's total aggregate liability to the Client for any and all injuries, claims, costs, losses, expenses, damages of any nature whatsoever or claim expenses arising out of this Agreement from any cause or causes, including attorney's fees and costs, and expert witness fees and costs, shall not exceed the total Engineer's fee for professional engineering services rendered on this project as made part of this Agreement. Such causes included but are not limited to the Engineer's negligence, errors, omissions, strict liability or breach of contract. It is intended that this limitation apply to any and all liability or cause of action however alleged or arising, unless otherwise prohibited by law.

24. Client's Responsibilities

The Client agrees to provide full information regarding requirements for and about the Project, including a program which shall set forth the Client's objectives, schedule, constraints, criteria, special equipment, systems and site requirements.

The Client agrees to furnish and pay for all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including auditing services which the Client may require to verify the Contractor's Application for Payment or to ascertain how or for what purpose the Contractor has used the money paid by or on behalf of the Client.

The Client agrees to require the Contractor, to the fullest extent permitted by law, to indemnify, hold harmless, and defend the Engineer, its consultants, and the employees and agents of any of them from and against any and all claims, suits, demands, liabilities, losses, damages, and costs ("Losses"), including but not limited to costs of defense, arising in whole or in part out of the negligence of the Contractor, its subcontractors, the officers, employees, agents, and subcontractors of any of them, or anyone for whose acts any of them may be liable, regardless of whether or not such Losses are caused in part by a party indemnified hereunder. Specifically excluded from the foregoing are Losses arising out of the preparation or approval of maps, drawings, opinions, reports, surveys, change orders, designs, or specifications, and the giving of or failure to give directions by the Engineer, its consultants, and the agents and employees of any of them, provided such giving or failure to give is the primary cause of Loss. The Client also agrees to require the Contractor to provide to the Engineer the required certificate of insurance.

The Client further agrees to require the Contractor to name the Engineer, its agents and consultants as additional insureds on the Contractor's policy or policies of comprehensive or commercial general liability insurance. Such insurance shall include products and completed operations and contractual liability coverages, shall be primary and noncontributing with any insurance maintained by the Engineer or its agents and consultants, and shall provide that the Engineer be given thirty days, unqualified written notice prior to any cancellation thereof.

In the event the foregoing requirements, or any of them, are not established by the Client and met by the Contractor, the Client agrees to indemnify and hold harmless the Engineer, its employees, agents, and consultants from and against any and all Losses which would have been indemnified and insured against by the Contractor, but were not.

When Contract Documents prepared under the Scope of Services of this contract require insurance(s) to be provided, obtained and/or otherwise maintained by the Contractor, the Client agrees to be wholly responsible for setting forth any and all such insurance requirements. Furthermore, any document provided for Client review by the Engineer under this Contract related to such insurance(s) shall be considered as sample insurance requirements and not the recommendation of the Engineer. Client agrees to have their own risk management department review any and all insurance requirements for adequacy and to determine specific types of insurance(s) required for the project. Client further agrees that decisions concerning types and amounts of insurance are specific to the project and shall be the product of the Client. As such, any and all insurance requirements made part of Contract Documents prepared by the Engineer are not to be considered the Engineer's recommendation, and the Client shall make the final decision regarding insurance requirements.

25. Information Provided by Others

The Engineer shall indicate to the Client the information needed for rendering of the services of this Agreement. The Client shall provide to the Engineer such information as is available to the Client and the Client's consultants and contractors, and the Engineer shall be entitled to rely upon the accuracy and completeness thereof. The Client recognizes that it is impossible for the Engineer to assure the accuracy, completeness and sufficiency of such information, either because it is impossible to verify, or because of errors or omissions which may have occurred in assembling the information the Client is providing. Accordingly, the Client agrees, to the fullest extent permitted by law, to indemnify and hold the Engineer and the Engineer's subconsultants harmless from any claim, liability or cost (including reasonable attorneys' fees and cost of defense) for injury or loss arising or allegedly arising from errors, omissions or inaccuracies in documents or other information provided by the Client to the Engineer.

26. Payment

Client shall be invoiced once each month for work performed during the preceding period. Client agrees to pay each invoice within thirty (30) days of its receipt. The Client further agrees to pay interest on all amounts invoiced and not paid or objected to for valid cause within said thirty (30) day period at the rate of eighteen (18) percent per annum (or the maximum interest rate permitted under applicable law, whichever is the lesser) until paid. Client further agrees to pay Engineer's cost of collection of all amounts due and unpaid after sixty (60) days, including court costs and reasonable attorney's fees, as well as costs attributed to suspension of services accordingly and as follows:

Collection Costs. In the event legal action is necessary to enforce the payment provisions of this Agreement, the Engineer shall be entitled to collect from the Client any judgment or settlement sums due, reasonable attorneys' fees, court costs and expenses incurred by the Engineer in connection therewith and, in addition, the reasonable value of the Engineer's time and expenses spent in connection with such collection action, computed at the Engineer's prevailing fee schedule and expense policies.

Suspension of Services. If the Client fails to make payments when due or otherwise is in breach of this Agreement, the Engineer may suspend performance of services upon five (5) calendar days' notice to the Client. The Engineer shall have no liability whatsoever to the Client for any costs or damages as a result of such suspension caused by any breach of this Agreement by the Client. Client will reimburse Engineer for all associated costs as previously set forth in (Item 4 of) this Agreement.

27. Indemnity Clause

When construction observation tasks are part of the service to be performed by the Engineer under this Agreement, the Client will include the following clause in the construction contract documents and the Client agrees not to modify or delete it:

Contractor (and any subcontractor into whose subcontract this clause is incorporated) agrees and acknowledges that Engineer shall be considered a third party beneficiary of those contracts into which this clause has been incorporated; and agrees to assume the entire liability for all personal injury claims suffered by its employees, including without limitation, claims asserted by persons allegedly injured on the Project; waives any limitation of liability defense based on the Workers' Compensation Act, court interpretations of said Act or otherwise; and to the fullest extent permitted by law, agrees to indemnify and hold harmless and defend Owner and Engineer and their agents, employees, and consultants (the "Indemnitees") from and against any such loss, expense, damage or injury, including attorneys' fees and costs that the Indemnitees may sustain as a result of such claims.

28. Job Site Safety/Supervision and Construction Observation

The Engineer shall neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences of procedures, or for safety precautions and programs in connection with the Work since they are solely the Contractor's rights and responsibilities. The Client agrees that the Contractor shall supervise and direct the work efficiently with his/her best skill and attention; and that the Contractor shall be solely responsible for the means, methods, techniques, sequences and procedures of construction and safety at the job site. The Client agrees and warrants that this intent shall be carried out in the Client's contract with the Contractor. The Client further agrees that the Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the work; and that the Contractor shall take all necessary precautions for the safety of, and shall provide the necessary protection to prevent damage, injury or loss to all employees on the subject site and all other persons who may be affected thereby. The Engineer shall have no authority to stop the work of the Contractor or the work of any subcontractor on the project.

When construction observation services are included in the Scope of Services, the Engineer shall visit the site at intervals appropriate to the stage of the Contractor's operation, or as otherwise agreed to by the Client and the Engineer to: 1) become generally familiar with and to keep the Client informed about the progress and quality of the Work; 2) to strive to bring to the Client's attention defects and deficiencies in the Work and; 3) to determine in general if the Work is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Engineer shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. If the Client desires more extensive project observation, the Client shall request that such services be provided by the Engineer as Additional and Supplemental Construction Observation Services in accordance with the terms of this Agreement.

The Engineer shall not be responsible for any acts or omissions of the Contractor, subcontractor, any entity performing any portions of the Work, or any agents or employees of any of them. The Engineer does not guarantee the performance of the Contractor and shall not be responsible for the Contractor's failure to perform its Work in accordance with the Contract Documents or any applicable laws, codes, rules or regulations.

When municipal review services are included in the Scope of Services, the Engineer (acting on behalf of the municipality), when acting in good faith in the discharge of its duties, shall not thereby render itself liable personally and is, to the maximum extent permitted by law, relieved from all liability for any damage that may accrue to persons or property by reason of any act or omission in the discharge of its duties. Any suit brought against the Engineer which involves the acts or omissions performed by it in the enforcement of any provisions of the Client's rules, regulation and/or ordinance shall be defended by the Client until final termination of the proceedings. The Engineer shall be entitled to all defenses and municipal immunities that are, or would be, available to the Client.

29. Insurance and Indemnification

The Engineer and the Client understand and agree that the Client will contractually require the Contractor to defend and indemnify the Engineer and/or any subconsultants from any claims arising from the Work. The Engineer and the Client further understand and agree that the Client will contractually require the Contractor to procure commercial general liability insurance naming the Engineer as an additional named insured with respect to the work. The Contractor shall provide to the Client certificates of insurance evidencing that the contractually required insurance coverage has been procured. However, the Contractor's failure to provide the Client with the requisite certificates of insurance shall not constitute a waiver of this provision by the Engineer.

The Client and Engineer waive all rights against each other and against the Contractor and consultants, agents and employees of each of them for damages to the extent covered by property insurance during construction. The Client and Engineer each shall require similar waivers from the Contractor, consultants, agents and persons or entities awarded separate contracts administered under the Client's own forces.

30. Hazardous Materials/Pollutants

Unless otherwise provided by this Agreement, the Engineer and Engineer's consultants shall have no responsibility for the discovery, presence, handling, removal or disposal of or exposure of persons to hazardous materials/pollutants in any form at the Project site, including but not limited to mold/mildew, asbestos, asbestos products, polychlorinated biphenyl (PCB) or other toxic/hazardous/pollutant type substances.

Furthermore, Client understands that the presence of mold/mildew and the like are results of prolonged or repeated exposure to moisture and the lack of corrective action. Client also understands that corrective action is an operation, maintenance and repair activity for which the Engineer is not responsible.

February 23, 2010 - Indiana

Comprehensive Plan Steering Committee List