City Council

City of Middleburg Heights, Ohio Council Agenda March 25,2025 6:00 P.M. REGULAR MEETING CALL TO ORDER ROLL CALL PLEDGE OF ALLEGIANCE Minutes of the Regular Meeting of March 11,2025 COMMUNICATIONS AUDIENCE PARTICIPATION APPOINTMENTS AND CONFIRMATIONS ORDINANCES. RESOLUTIONS AND MOTIONS 1, City Parks, Recreation & Services Committee - Mr. Ali, Chairman 2. Finance, Taxation & Assessments Committee - Mr. Bortolotto, Chairman 3. Legislation & Rules Committee - Mr. Zakel, Chairman 4. Public Health, Safety & Relief Committee - Mr. McGregor, Chairman 5. Public Improvements Committee - Mr. Sage, Chairman 6. Streets, Utilities & Railroad Committee - Mr. Meany, Chairman 7. Zoning & Building Code Committee - Mr. Ference, Chairman MAYOR’S REPORT 1. Law Director 2. Finance Director 3. Recreation Director 4. Economic Development Director 5. Service Director ADJOURNMENT  City of Middleburg Heights, Ohio MARCH 25,2025 Council Agenda PAGE 2 UN-NUMBERED LEGISLATION INTRODUCED BY COUNCILMAN MEANY A Resolution authorizing the mayor and finance director to enter into a contract with Crossroads Asphalt Recycling, Inc. for General Pavement Services for 2025. INTRODUCED BY MAYOR CASTELLI A Resolution authorizing the mayor to enter into an agreement with Civil & Environmental Consultants, Inc. (CEC) to serve as owner’s representative on the Transformational Grant- Funded Brownfield Project at the former Burlington Building.  DELIVERED MAk 2 0 2025 CITY OF MIDDLEBURG HEIGHTS, OHIO Resolution No. 2025- Introduced By: Mr. Meany Co-Sponsors: Mr. Ali, Mr. McGregor A RESOLUTION AUTHORIZING THE MAYOR AND FINANCE DIRECTOR TO ENTER INTO A CONTRACT WITH CROSSROADS ASPHALT RECYCLING, INC. FOR GENERAL PAVEMENT SERVICES FOR 2025 WHEREAS, pursuant to legal advertisement duly made, sealed bids were received on March 18, 2025, for General Pavement Services for 2025 in accordance with specifications on file with the City Engineer; and WHEREAS, the bid of Crossroads Asphalt Recycling, Inc., 13421 Hawke Road, Columbia Station, OH 44028 for General Pavement Services for 2025 in the amount of $519,831.00 is determined to be the lowest and best bid, therefore. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF MIDDLEBURG HEIGHTS, STATE OF OHIO, AS FOLLOWS: Section 1: That the bid of Crossroads Asphalt Recycling, Inc. for General Pavement Services for 2025 in an amount not to exceed $500,000.00 being the lowest and best bid submitted pursuant to legal advertisement and specifications on file with the City Engineer, be and the same is hereby accepted. Section 2: That the Mayor and Finance Director are hereby authorized to enter into a contract with Crossroads Asphalt Recycling, Inc., 13421 Hawke Road, Columbia Station, OH 44028 in accordance with Section 1 of this Resolution. Section 3: It is hereby found and determined that all formal actions of this Council concerning and relating to the passage of this Resolution were adopted in an open meeting of this Council, and that all deliberations of this Council and any of its committees that resulted in such formal actions were in meetings open to the public, in compliance with all legal requirements, including Chapter 107 of the Middleburg Heights Code and Section 121.22 of the Ohio Revised Code. Passed: President of Council Attest: Approved On: Clerk of Council Presented to Mayor: Mayor Yea Nay Bortolotto Ali Sage Meany McGregor Ference Zakel  DELIVERED MAR 2 0 2025 CITY OF MIDDLEBURG HEIGHTS, OHIO Resolution No. 2025- Introduced By: Mayor Matthew Castelli A RESOLUTION AUTHORIZING THE MAYOR TO ENTER INTO AN AGREEMENT WITH CIVIL & ENVIRONMENTAL CONSULTANTS, INC. (CEC) TO SERVE AS OWNER’S REPRESENTATIVE ON THE TRANSFORMATIONAL GRANT-FUNDED BROWNFIELD PROJECT ATTHE FORMER BURLINGTON BUILDING WHEREAS, the City desires to retain the services of a competent and qualified contractor to serve as Owner’s Representative during remediation activities; and WHEREAS, Civil & Environmental Consultants, Inc. is competent and qualified to furnish services to the City and has provided a responsive and responsible proposal and desires to provide Owner’s Representative Services and Grant Administration; and WHEREAS, CEC will serve as owner’s representative to guide and review the work in accordance with the existing demolition specifications to ensure the City’s interests are met. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF MIDDLEBURG HEIGHTS, STATE OF OHIO, AS FOLLOWS: Section 1: That the Mayor is hereby authorized to enter into an agreement with Civil & Environmental Consultants, Inc. to provide Owner’s Representative Services and Grant Administration to the City related to the asbestos abatement, waste removal, demolition and site restoration activities of the former Burlington property, parcel number372-30-019, a copy of which is attached hereto and marked “Exhibit A’’. Section 2: That there is hereby appropriated $155,000.00 from the Capital mprovements Fund to implement this Resolution. Section 3: It is hereby found and determined that all formal actions of this Council concerning and relating to the passage of this Resolution were adopted in an open meeting of this Council, and that all deliberations of this Council and any of its committees that resulted in such formal actions were in meetings open to the public, in compliance with all legal requirements, including Chapter 107 of the Middleburg Heights Code and Section 121.22 of the Ohio Revised Code. Passed: President of Council Attest: Approved On: Clerk of Council Presented to Mayor:, Mayor Yea Nay Bortolotto Ali Sage Meany McGregor Ference Zakel  Civil & Environmental Consultants, Inc. March 17. 2025 Charles Bichara Director of Economic Development City of Middleburg Heights ! 5700 Bagiey Road Middleburg Heights, Ohio 44130 Subject: Proposal for Owner's Representative Services and Grant Administration Burlington Building 6875 Southland Drive and 13360 Smith Road. Middleburg Heights. Ohio CEC Project 346-564 Dear Mr. Bichara: Civil & Environmental Consultants. Inc. (CEC) is pleased to provide The City of Middleburg Heights, Ohio (City) this proposal for professional services to serve as Owner's Representative (Owner's Rep) on the transfonnational grant-funded brownfield project at the Burlington Property located at 6875 Southland Drive and 13360 Smith Road, Middleburg fleights, Ohio (Property). This proposal presents the scope ol‘ services and associated estimated budget to help implement the Ohio Department of Development (Ohio DOD) Brownfield Remediation Fund (BRF) grant and to provide support related to the cleanup and demolition of the Property. 1.0 PROJECT UNDERSTANDING The City recently acquired from Brixmor GA Southland Shopping Center EEC the current owner of the approximately 163,464 square foot, two-story building built in 1956. The City has been awarded a grant from the Ohio DOD BRF to support asbestos abatement, universal waste removal, and demolition of the Property building. It is expected that the City will perform asbestos abatement, universal waste removal and building demolition with this fund to prepare the Property for redevelopment in accordance with the City’s master plan for the area. CEC will serve as owner's representative to guide and review the work in accordance with the demolition specifications currently under preparation by another party to ensure the City's interests are met. 2.0 PURPOSE The purpose of CEC’s services is to assist the City with implementing the BRF, with particular focus on site remediation, demolition, and preparation for future redevelopment. To achieve this purpose. CEC proposes the following Scope of Services. ! ● II ' .C> ; 1 . -I I -● ● ; ' -.56 Mr. Charles liichara - City of Middleburg 1 icighls CEC Project 346-564 Page 2 March 17. 2025 3.0 SCOPE OF SERVICES ● Task 1 Remediation and Demolition: On-Site Representation ● Task 2 - Remediation: Post Asbestos-Containing Material (ACM) Abatement and Universal Waste Abatement ● Task 3 - Demolition: Contract Closeout Support Task 1 - REMEDIATION AND DEMOLITION: ON-SITE REPRESENTATION CEC will provide full time on-Slte representation during remediation activities, which includes asbestos abatement and removal of universal vs-aste from the Property prior to demolition. For this proposal. v\e have assumed that the ACM and universal waste removal from the Property w'ill require an estimated three weeks to complete and that CEC personnel w-ill be on-Sile for 50 to 60 hours/w'eek. Following the completion of each site visit. CEC will prepare a Held report of activities and will collect photo documentation of the work. CEC will provide periodic. on-Site representation during demolition and site restoration activities. For the purpose of this proposal, we have assumed that the project will require an estimated 12 weeks to complete and that CEC personnel will be on-Site for 10 to 20 hours/week. Following the completion of each site visit. CEC w'ill prepare a field report of activities and will collect photo documentation of the work. Once reviewed and approved internally by CEC, the infomiation w'ill be distributed to the City via email. I he scope of this task also includes general project management activities for and during the proposed scope of services presented herein, including meetings and correspondence with the City and the Ohio DOD. as necessary-. Mr. Michael Coonfare will serve as the Project Manager and the selected demolition contractor's primary- point of contact for implementation of this scope of services. Mr. Matthew Hammer will continue to serve as the City's primary point of contact. The budget necessary to perform project management tasks is estimated based on the proposed scope of services. As the project progresses. CEC will update the City monthly on the status of the project budget. CEC will support the City by preparing project-speciHc infonnation, assistance preparing project status reports, site activity reports, project invoicing and financial summaries, and compliance with prevailing wage rate requirements.  Mr. Charles Bichara - City of Middlebiirg Heights CEC Project 346-564 Page 3 March 17,2025 Task 2 - POST ASBESTOS-CONTAINING MATERIAL ABATEMENT AND UNIVERSAL WASTE ABATEMENT CONFIRMATION CEC will complete a walkthrough of the Burlington Building following notification the ACM and universal w'aste has been properly managed. Following the walkthrough, CEC's representative will either provide a letter slating that all identified materials have been properly abated or w4ll provide a punch list of items remaining in the building, if the latter, CEC will complete a separate building walkthrough and documentation of the proper removal of the remaining items. Once confirmed that all known ACM and universal waste materials have been properly abated, CEC will communicate with the demolition contractor notifying them that demolition may commence. Task 3 - CONTRACT CLOSEOUT SUPPORT CEC w'ill conduct a final walk through of the Site to provide verification that ail tasks and phases of the project have been completed per the specifications provided to the City's contractors. CEC will also contact all contractors utilized at the site to ensure all invoices have been submitted. Once verification that all site tasks and invoicing has been completed, CEC will prepare a final report summarizing the completion of all site activities, including data specific to the ACM removal/disposal and universal waste removal/disposal. 4.0 PROJECT BUDGET AND INVOICING Budget estimates for 'fasks 1 through 3 are presented below. The scope and estimated costs presented herein are based on the current information available and reviewed for the Site. Actual expenditures may be more or less than the estimates presented below. CEC will only invoice the City for actual costs incurred monthly, which will allow the City to monitor the expenditures versus the available funding. Task 1 - Remediation and Demolition: On-Site Representation $130,500 Task 2 - Post Asbestos-Containing Material Abatement and Universal Waste Abatement Confinnation ..$5,000 Task 3 - Contract Closeout Support $20.000 Total Estimated Cost $155,500 CEC will perform tasks as assigned by the City and wnll invoice for those services on a time and material basis. ' I & -.●I C ● ● ● 1 ' inrs. hu Mr. Charles Bichara-Cily ofMiddleburg lleighls CEC Project 346-564 Page 4 March 17. 2025 5.0 SCHEDULE CEC can initiate this project immediately upon receipt of your authorization to proceed. Schedules for completing individual tasks will be established as the project progresses. We understand that the schedule for the completion of the work will largely be driven by the City and the selected contractor: however, demolition work is to be completed no later than October 31,2025 and the final tenant in the building is scheduled to vacate no later than August 5. 2025. 6.0 CLOSING The redevelopment of the Burlington Building is a seminal project in the history of the City of Middleburg Heights. We thank you for the opportunity to support you in this work. Should you have any questions or require additional infonnation. please feel free to call Matt I lammer at 330-414-6666. Sincerely. CIVIL & ENVIRONMENTAL CONSULTANTS. INC. .j Michael T. Coonfare, C.P. Matthew J. Hammer. P.G.. C.P. Senior Project Manager Principal CEC's Schedule of Terms and Conditions, which governs the proposed work, is attached. CEC’s Proposal is valid for thirty (30) days from the date of the proposal, after which time the validity may only be extended with CEC's consent. CEC reserves the right to revise, adjust or withdraw this Proposal if not accepted by City ofMiddleburg Heights within thirty (30) days of the date of the proposal. Your written acceptance below w ill form a binding contract pursuant to the attached Terms and Conditions. The individual signing bclow' warrants that the\ have authority to sign and execute this Agreement on behalf of City ofMiddleburg Heights. CEC Project #346-564, dated March 17. 2025 ACCEPTED BY: City ofMiddleburg Heights Signature: Date: Name: Title: Attachment: Terms and Conditions 4 TERMS AND CONDITIONS [●'or Use on Project No 345-564 Only (^City of Middleburg I leighls (Ol ljj Civii & Environmental Consultants. Inc. I. AGkKKMKM by CLIENT. CT.I ENT recognizes that il is the CLIENT’S responsibility to mfonn The following terms and conditions CriiRMS'') shall apply to and arc an the property owner of the discovery of imaniicipaied or suspected Biological integral part of the attached proposal C'PROPO.SAI.") between Civil & Pollutants, Hazardous Materials and or hazardous conditions Environmental Consultants, Inc ("CEC'l and the client ("CLll-NT") named m Nothing contained in this AGRFLiMFNI shall be construed or interpreted as the attached PROPOSAL CI.II-^NT’s acceptance of (he PROPOSAL includes requiring CEC to assume liability for the generation, transportation, treatment, acceptance of these TERMS and acceptance of this PROPOSAL shall form the storage and/or disposal of hazardous waste within the meaning of ihe Resource entire agreement between the parties (■'AGRERMHNT”) In the event of a Conservation and Recovery Act of I d76. as amended, or within the meaning of conflict or inconsistency between these TF.RMS and the PKOPOSAl., these any similar federal, state, or local regulation or law TRRMS shall take precedence Acceptance of the AGRHF.Ml-'N'f by CLlliNT will occur when CT-lIiNT directs CE:C, orally or in writing, to commence If during remediation and/or construction activities waste manifests are perfomiance of its services required, Cl.IENT shall provide an authorized person to sign manifests or will 2. STANDARD or CAKK provide CEC with a written hmiled power of attorney or agency agreement to sign manifests on CLIENT'S behalf CEC shall perform us services consistent with the professional skill and care ordinarily provided by professionals, such as CEC, practicing in the same or 5, ENOIA !NG TEUnNOl.OGIES similar locality under the same or similar circumstances and inctTeci at the time Services such as those provided by CEC may involve technologies which are of performance CEC provides no warranties or guarantees whether express or new or emerging and these technologies mav supersede current techniques In implied addition, standards for our services, including statutes and regulations, may 3. SITK ACCKSS. SITE CONDmONS AM) SI BSl RKACE change with time. CLIENT understands that CEC’s recommendations and/or FEATURES services must be bused upon the cuireni Standard of Care utilizing established technologies and standards excluding new or emerging technologies unless CLIENT will grant or obtain Free access to the site for all equipment and agreed to by both parlies in writing personnel for CEC to perform the services set forth m this AGREEMENT CEC will take reasonable precautions to limit damage to the site, but it is understood 6. SAMl’i.E DISPOSAl. by CLI ENT that, in the normal course of the services, some damage may occur CEC will provide storage for .samples collected for sixty (60) days Lurllier and the correction of such damage is not pan of this AGRI-IEMFN T unless so storage or transfer of samples can be made at CLIENTS expense and upon prior specified m the PROPOSAL written request The CLIENT is responsible for the accuracy of locations fur all subsurface 7. SAFE ! V/( ONS'FRl CTIOS OBSERN V( [ON structures and utilities CEC will lake reasonable precautions to avoid known subsurface structures CLIENT, Its contractor or other representatives shall be solely re.sponsible for working conditions on the site, including compliance with OSHA regulations CEC may, but is not required to, undertake an investigation to locale any and safety of all persons and property during the perfonnance of the work CEC utilities, structures or materials as CEC deems prudent Such investigation by will not be responsible for means, methods, techniques, sequences or procedure.s CEC shall not impose any additional obligation or liabilities on CFX and of construction including, but not Inniied to safely CLIENT agrees that such investigation, if imdenaken. is for CEC's convenience onlv If CEC IS retained by the CLIENT to pros idea site representative for the purpose of observing specific portions of any construction work as set forth m the The CLIENT recognizes that subsurface conditions may vary from those PROPOSAl., CEC will report observations and professional opinions CEC's observed at locations where borings, surveys, or explorations are made, and that presence on the site does not in any way guarantee the completion or quality of site conditions may change with time Data, interpretation, and the performance of the work by any pans retained by the CLIENT to provide recommendations by CEC will be based solely on information available to CEC construction related services CEC is responsible for the data, interpretations, and recommendations based on «. BII,UN(; AND PA^ MENTS Its services, but will not be responsible for other parties’ interpretations or use of the information developed 8 I General Invoices will be subinitled in accordance with the provisions outlined in the PROPOSAL Payment is due from CLIENT thirty (30) days 4. BIOl.OGK Al. POLl.l [ ANTS. HAZARDOUS MAI ER[AI-S AM) [I.AZARDOUS f ONJ)n iONS from the invoice date If a retainer or pre-payment is required by the I’ROPOSAL. payment must be received by CEC prior to commencement of CLIENT has provided CHC with information of known or suspected Biological services Payment shall be made as follows Pollutants. Hazardous Materials anti hazardous conditions on or near the site The term "Biological Pollutants’ includes, but is not limited to. molds, fungi, Electronic Payment spores, bactena. and viruses, and the by-product of any such biological PNC (tank, I’liisburgh. PA 15222 organisms The term "Hazardous Materials ' shall mean any toxic substances, PNC Bank Routing “043000096 C[-;C Account «2272405 chemicals, pollutants, or other materials, in whatever form or slate, including .SW’lLT&BlCCode PNCCUS33 but not limited to smoke, vapors, soot, fumes, acids, alkalis, minerals, toxic Remitlancc Detail accountsreceivable ucecinc coin chemicals, liquids, gases or any other material, irritant, contaminant or pollutant, that is known or suspected to adversely affect the health and safely of humans Lockbox (regular mail) or of animal or plant organisms, or which are known or suspected to impair the Civil & Environmental Consultants. Inc environment in any way whatsoever Hazardous Materials shall also include, i' O Box 644246 but not be limited to, those substances defined, designated, or listed in Section Pilisburgli, PA 15264-4246 404 of the Solid Waste Disposal Act (42 USC Subsection 6903); Section 9601(14) of the Comprehensive Environmental Response, Compensation and Any retainer shall be applied to the final invoice and unused funds, if any, I.lability Act (42 USC Subsection 9601(14)). as listed or designated under relumed to CLIEN'I' In the event CLIENT fails to pay CEC w ithin thirty (30) Sections 1317 and 1321(b)(2Xa) of the Title 33 (33 USC Subsections 1317 and days of invoice. CLIENT agrees that CEC will have the right to suspend performance of services after vvniten notice to CLIliNT CEC will be entitled l321(bK2Xa». orasdcllned, designated, or listed under any other federal, state, U) interest of one and one half percent (I 5°o) per month for past due amounts or local law. regulation or ordinance concerning hazardous wastes, toxic substances, or pollutants CEC will be entitled to collect for lime and expenses (per CEC’s current fee schedules), attorneys' fees and other costs incurred by CEC for collection of past CEC and Cl.IENT agree that when unanticipated or suspected Biolugical due amounts Pollutants. Hazardous Materials and or hazardous conditions are cncounlcred it may be necessary for CEC to take immediate measures to protect health and 8 2 Reimbursable Expenses Direct non-salary expenses (eg I'ravel. liquipment. Subcontractors Vendors) will be billed accordinc to the tenns of our safety CEC agrees to immediately notify CLIEN'I when unanticipated or PROPOSAL suspected Biological Pollutants. Hazardous Materials and-'or hazardous conditions are encountered CLIENT agrees to make any disclosures required 8 3 Litigation Services if litigation services are not pan of the PR()P(')SAI. to by law to the appropriate governing agencies. In the eveni l!ie site is not owned winch these TERMS are attached and arc requested by CLIENT, the scope and CEC PROTESSIONAL SERVICES (City of Middleburg Heights (OH) .345-564 03 14 25) For Use on Project No 345-564 (Jnl> (.Cuj of Muldlebtirg Heights tOH)j Civil & Environmental Consultants, Inc. fee schedule for the requested Imgamm ser% ices will be identified in a separate CLIENT and CEC each binds itself and ns successors and assigns to the other PROPOSAL CLILN'i' shall reimburse CKC for costs incurred in responding to and its successors and assigns with respect to all covenants of this subpoenas or other legal requests related to the services provided b> CEC under AGREH.MHN'f Neither CLIENT nor CEC shall assign, sublet or transfer any this AGREEMENT rights under or interest in this AGREEMENT without the prior written consent of the other party This section shall not, however, apply to subrogation rights 8 4 Design Build If CI.IEN I requests CEC to perform design-build sersices. such services will be performed in accordance with separate TERMS and a (ifany) of any insurer of either pany PROPOSAL for such design-build services 17. owne:rsiiii’ 9. CHANGES Upon payment pursuant to this AGREEMEN T, Client shall have title to ail 9 1 Changes Upon a change in CEC's scope of services or discovers- of drawings, specifications or other documents ("WORK PRODUCT ") furnished unforeseen conditions, or an\ direction or instruction outside of the to Cl.lENT and intended for use in connection with projects under this PROPOSAL, CEC will provide CLIENT with the estimated cost of performing AGREEMENT Cl.lENT may use and reproduce the W'ORK PRODUCT the change and any change in the AGREEMENT schedule Prior to CEC being prepared by CEC for use in the execution of the project(s) under this required to implement the change, CLIENT shall authorize the requested change AGREEMENT CLIENT will not alter, modify or re-use the Work Product on either verbally or in writing amending the AGREEMENT price and schedule other projects without authorization from CEC. CEC acknowledges that CLIENT IS a municipality in the State of Ohio and subject to Ohio Public 9.2 Unauthorized Changes If changes are made in CEC work products by Records Act requirements CLIENT will notify CEC of Public Records CLIENT or persons other than CEC, any and all liability against CEC arising Requests and CLIENT'S determination as to those public records requests If out of such changes is waived and CLIENT assumes full rc,sponsibility for such CEC requests non-release of the records, and Cl.lENT does not release the changes unless CUENT has given us prior notice and has received written records, CEC shall agree to indemnify CLIENT if CEC and/or Cl.lENT does consent from CEC for such changes not release the records 10. DEI.AYS 18. ITLE RK l EN'I'ION Delays not due to CEC shall result in an extension of the schedule equivalent to Upon conclusion of the project, Cl-X's file on the project will be closed and may the length of delay If such delays result in additional costs to CEC, the be sent offsite for storage Unless CLIENT requests a longer retention period in AGREEMENT price shall be equitably adjusted by the amount of such writing, CEC reserves the right to destroy all file information seven (7) years additional costs after the project is closed 11. INSl RANCK 19. SI RVIVAL CEC will maintain Workmen's Compensation Insurance as required by state in the event of lerminaiion, cancellation or avoidance of this AGREEMENT, law. General Liability Insurance for bodily injury and property damage with a the terms and conditions of Articles 3 (Site Access, Sue Conditions and limn of 51,000,000 per occurrence and an aggregate limit of 52.000,000 and Subsurface Features). 4 (Biological I’olluiants. Hazardous Materials and Automobile Liability with a limit of 51,000,000. Professional liability will be Hazardous Conditions). 5 (Evolving Technologies), II (Insurance), 12 provided with a limit of 51,000,000 per claim and 51,000.000 in the aggregate, (Allocation of Risk), 14(Goveming Law), and 15 (Dispute Resolution) shall if applicable CLIENT and'or the property owner will be listed as additional survive tenninalioii of the AGREEMENT insured for General Liability Insurance upon CLIENT'S written request 12. AlJ.OC.AnON OERISK EM)OETERMS 12 I Limitation of Remedies Except for liability arising from CEC's gross negligence or w illful misconduct and except for CEC's indemnity obligations for third party claims for personal injury or property damage, CEC's liability is limited in the aggregate to the insurance provided under this Agreement 12.2 Waiver of Consequential Damages. Except for CEC’s indemnity obligations for third party claims for personal injury and property damage, CLIENT and CEC waive any claim against each other for consequential, indirect, special, or punitive damages 12 3 Indemnification CEC shall indemnify and hold hanniess CUENT from and against any and all claims, damages, or liability to the extent caused by the negligent performance of services under this AGREEMENT by CEC. including injuries to employees ofCEC 13. TERMINATION This AGREEMENT may be tenninated by either party seven (7) days after written notice, i) in the event of breach of any provision of this AGREEMENT, li) if the CLIENT suspends the work for more than three (3) months m the aggregaie;or I li) for CLIENT or CEC's convenience. In the event of termination for suspension or convenience, CEC will be paid for services performed prior to the date of termination plus reasonable termination and demobilization expenses, including, but not limited to the cost of completing analyses, records and reports necessary to document job status at the lime of termination 14. GOVERNING LAW The law of the State of Ohio will govern the validity of these TERMS and the AGREEMENT, their inicrpretaiion and pcrfonnance If any of the provisions contained in these TERMS and the AGREEMENT are held illegal, invalid, or unenforceable, the enforceability of the remaining provisions will not be impaired IS. DlSPl TE RESOI.l TION 15.1 Jurisdiction and Venue After completion of the meet and confer, either party may proceed to litigation CEC and CLIENT agree that any coun of record m Cuyahoga County. Ohio, shall have the exclusive jurisdiction and venue over any claims relating to or arising under this AGREEMENT 16. ASSIGNMENT IV.: & triviroiin'cn:?.l C-.'r.--; CEC PROFESSIONAL.SERVICES (City of Middieburg Heights (OH) 345-564 03/14,'25)