PSA - Design Services for Main St. & Wayne St. Garage Improvements – Epoch, A Division of Shive-Hattery, Inc.

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Section 2. Project Information. The Department shall provide reasonable access to, and use of, any documents, reports, and other data in the City's possession that is necessary for the Consultant to accomplish the Services. The Parties agree that the City may obtain at no additional cost and retain any and all documents prepared or caused to be prepared by the Consultant in connection with the Services, and the Consultant agrees to provide the City with said documents upon request. Said documents may be used by the City or others with respect to the City's reporting requirements and other purposes with respect to the Project. The Board hereby designates the Director of Business Development or his designee ("City Staff') to serve on behalf of the Board as the Consultant's principal point of contact for purposes of this Agreement. City Staff will be responsible for the provision of relevant information to the Consultant concerning the Project and the Services to be rendered by the Consultant in connection with the Project. Section 3. Consideration. The Consultant will be paid directly by the City within a reasonable time from the City's receipt of an undisputed invoice. Alternatively, because the work affects the Developer's Property, the Developer may pay the Consultant directly and submit a copy of the original invoice from the Consultant plus the Developer's proof of payment to the City for reimbursement within a reasonable time from the City's receipt of materials that meet the satisfaction of City Staff. The total consideration under this Agreement shall not exceed the sum of Sixty-six Thousand Nine Hundred Forty and 66/100 Dollars ($66,940.66). Any payment that the City may deny or withhold or delay shall not be subject to penalty or interest under Indiana Code § 5-17-5. Section 4. Term and Renewal Option. This Agreement shall commence on the Effective Date and shall end no later than December 31, 2020 ("Expiration Date"). Section 5. Assignment; Successors. The Consultant shall not assign or subcontract the whole or any part of this Agreement to any other person or entity without the prior written consent of the City. Section 6. Relationship/Independent Contractor. Both Parties, in the performance of this Agreement, shall act in an individual capacity and not as agents, employees, partners, joint venturers or associates of one another. The employee(s) or agent(s) of one Party shall not be deemed or construed to be the employee(s) or agent(s) of the other Party for any purpose whatsoever. Neither Party will assume liability for any injury (including death) to any person(s), or damage to any property, arising out of the acts or omissions of the agents, employees or subcontractors of the other Party. Consultant is solely responsible for compliance with federal, state and local laws and regulations relating to taxes and social security payments that may be required to be made in connection with the compensation provided under this Agreement. The City, however, may file informational returns with the United States Internal Revenue Service or similar state agency regarding payment made to Consultant in accordance with this Agreement under conditions