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HomeMy WebLinkAboutInnovative Planning/CRC/112000/director Llgnovative Planning, LLC (IRD—2014 Appropriation# P.O.# Contract NTE$112,000.00Iyr AGREEMENT FOR PROFESSIONAL SERVICES �YQRot; A fit° o THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is hereby made and entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety (hereinafter "City"), and Innovative Planning, LLC, an Indiana domestic limited liability company with offices located at 705 College Way, Carmel, Indiana 46032 ("Consultant"). RECITALS WHEREAS City is responsible for the planning, development and redevelopment of certain economic development areas located within the City limits or as otherwise authorized by law; and WHEREAS, the City needs assistance in coordinating its activities and in providing it with administrative and project management services, to assist it in fulfilling its foregoing responsibilities, and to otherwise perform the duties set forth in greater detail in Exhibit A, attached hereto and incorporated hereby by reference (the "Services)"); and WHEREAS, Consultant is experienced in providing and desires to provide to City the Services referenced herein; and WHEREAS, City desires to engage Consultant as an independent contractor for the purpose of providing to City the Services referenced herein. NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions set forth herein, City and Consultant mutually agree as follows: IZVNNOVATIVII PLANNING CONSULCINC.K 2014 J.v'i/17/.tlU 700 PM • Innovative Planning, LLC CRD—2014 Appropriation# P.O. # Contract NTE$112,000.00/yr SECTION 1. INCORPORATION OF RECITALS The foregoing Recitals are hereby incorporated into this Agreement and made a part hereof. SECTION 2. SCOPE OF SERVICES 2.1 City desires to engage Consultant as an independent contractor for the Services set forth in Exhibit A. 2.2 Consultant understands and agrees that City may, from time to time, request Consultant to provide additional Services, the scope of which shall be as requested and defined by the City and agreed upon by Consultant in writing, a copy of each such additional services addendum to be attached hereto in the order in which the same are approved by the City. 2.3 Time is of the essence of this Agreement. SECTION 3. CITY 'S RESPONSIBILITIES 3.1 City shall provide such information as is reasonably necessary for Consultant to understand the Services. 3.2. City shall arrange for Consultant to enter upon public and private property as reasonably required for Consultant to perform the Services. 3.3 City shall designate payment of the Services from appropriate City budget appropriation numbered funds. 3.4 City shall designate a representative to act on City's behalf on all matters regarding the Services. SECTION 4. CONSULTANT'S RESPONSIBILITIES 4.1 Consultant shall perform the Services pursuant to the terms of this Agreement and within any applicable time and cost estimates mutually agreed upon by the parties hereto. 4.2 Consultant shall coordinate with City its performance of the Services. 4.3 Consultant shall provide the Services by following and applying at all times reasonable and lawful standards as accepted in the industry. 4.4 Consultant shall not subcontract for the performance of the Services. IGVNNIIVAI VI II_1M1Np(;CONSUl.3 INC K 2514.&.:3/17/2014]w,PM] 2 Innovative Planning, LLC CRD-2014 Appropriation# P.O.# Contract NTE$112,000.00/yr SECTION 5. COMPENSATION 5.1 Subject to subsection 5.2 below, Consultant shall be paid for the Services the total amount of One Hundred Twelve Thousand Dollars ($112,000.00) per year (the "Compensation Amount"). Consultant shall submit an invoice to City no more than once every thirty (30) days for Services provided City during the time period encompassed by such invoice. Invoices shall be submitted on a form containing the same information as that contained on the Professional Services Invoice attached hereto as Exhibit B, incorporated herein by this reference. 5.2 Consultant agrees not to provide any Services to City pursuant to this Agreement that would cause the total cost of the same to exceed the Compensation Amount without prior written City consent and approval. SECTION 6. TERM Subject to the termination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be in effect from the Effective Date to and including December 31, 2015, and shall thereafter, on the first day of January in each subsequent year, automatically renew for a period of one (1) year. SECTION 7. MISCELLANEOUS 7.1 Termination. Notwithstanding any other term or condition set forth in this Agreement, either party hereto may terminate this Agreement at any time, with or without cause, upon thirty (30) days advance written notice to the other party. In the event of such termination and as full and complete compensation hereunder, Consultant shall be paid for all such Services rendered and expenses incurred as of the date of termination that are not in dispute, except that such payment amount shall not exceed the Compensation Amount. Disputed payment claims shall be resolved as allowed by law. 7.2 Binding Effect. City and Consultant, and their respective officers, officials, agents, partners and successors in interest, are bound to the other as to all Agreement terms, conditions and obligations. 7.3 Third Party Beneficiaries. Except as expressly set forth herein, nothing contained herein gives or shall be construed as giving rights or benefits to anyone other than the parties hereto. I]ANN(1VATIVF PIANNINGCL INS!ILTING K 2014 k /17/AI!7 MPM) 3 Innovative Planning,LLC OW-2014 Appropriation# P.O. # Contract NTE$112,000.00/yr 7.4 Relationship. The relationship of the parties hereto shall be as provided for in this Agreement, and neither Consultant nor any of its agents, employees or contractors are City employees. Consultant shall have the sole responsibility to pay to or for itself and its agents and employees all statutory, contractual and other benefits and/or obligations as they become due. Consultant hereby warrants and indemnifies City for and from any and all costs, fees, expenses and/or damages incurred by the same as a result of any claim for wages, benefits or otherwise by any agent or employee of Consultant regarding or related to the subject matter of this Agreement. This indemnification obligation shall survive for Seven Hundred and Thirty-One (731) calendar days from and including the termination date of this Agreement. 7.5 Insurance. Consultant shall procure and maintain with an insurer licensed to do business in the State of Indiana for the entire term of this Agreement such insurance as is necessary for the protection of City and Consultant from all claims by Consultant or any employees or agents of Consultant, if any, for or under any workers' compensation, occupational disease, and/or unemployment compensation law. 7.6 Liens. Consultant shall not cause or permit the filing of any lien on any of City's property and/or property of the City of Carmel, Indiana. In the event such a lien is filed and Consultant fails to remove it within ten (10) days after the date of filing, City shall have the right to pay or bond over such lien at Consultant's sole cost and expense. 7.7 Government Compliance. Consultant agrees to comply with all laws, executive orders, rules and regulations applicable to Consultant's performance of its obligations under this Agreement, all relevant provisions thereof are incorporated herein by this reference, and Consultant agrees to indemnify and hold harmless City from any and all losses, damages, costs, attorney fees and/or liabilities resulting from any violation of same. This indemnification obligation shall survive for Seven Hundred and Thirty- One (731) calendar days from and including the termination date of this Agreement. 7.8 Indemnification. Consultant shall indemnify and hold harmless City and its officers, officials, employees and agents from all losses, liabilities, claims, judgments and liens, including, but not limited to, all damages, costs, expenses and attorney fees arising out of any negligent act, error or omission of Consultant or any of any employee or agent of Consultant in the performance of this Agreement, except that the total amount of actual damages for which the Consultant shall be liable to the City hereunder shall not exceed the amount of monies due to the Consultant on an annual basis by and pursuant to Section 5.1 hereinabove. This indemnification obligation shall survive for Seven Hundred and Thirty-One (731) calendar days from and including the termination date of this Agreement. iL.UNN(1VA I JVE11NNL\GCONSUL!INC K 1014 JMI141(M1 VM' 4 Innovative Planning, LLC CRD-2014 Appropriation# P.O. # Contract NTE$112,000.00/yr 7.9 Discrimination Prohibition. Consultant represents and warrants that Consultant and all employees and agents of Consultant, if any, shall comply with all laws prohibiting discrimination against any employee, applicant for employment and/or other person in the performance of any Services contemplated by this Agreement with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment or work performance hereunder because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status or Vietnam era veteran status. This indemnification obligation shall survive the termination of this Agreement. 7.10 E-Verify Pursuant to I.C. § 22-5-1.7 et seq., Consultant agrees, upon the hiring of one or more employees, to execute an affidavit in a form that is acceptable to the City, affirming that: (i) Consultant is enrolled and is participating in the E-verify program, and (ii) Consultant does not knowingly employ any unauthorized aliens, and (iii) that Consultant shall provide the City with documentation that it has enrolled and is participating in the E-Verify program. If Consultant knowingly employs or contracts with any unauthorized aliens, or retains an employee or contracts with a person that the Consultant subsequently learns is an unauthorized alien, Consultant shall terminate the employment of or contract with the unauthorized alien within thirty (30) days. Should the Consultant fail to do so, City has the right to terminate this Agreement without consequence. The above requirements shall apply only so long as the E-Verify program exists. 7.11 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision shall be stricken, and all other provisions of this Agreement which can operate independently of same shall continue in full force and effect. 7.12 Notice. Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to this Agreement shall be written and either hand-delivered or sent by prepaid U.S. certified mail, return receipt requested, addressed to the parties as follows: CITY: Carmel Redevelopment Commission With copy to: Douglas C. Haney, Esq. 30 W. Main Street, Ste. 220 Carmel City Attorney Carmel, Indiana 46032 I Civic Square, City Hall Attention: William Hammer Carmel, Indiana 46032 IZYNNIIVAITWE PLANNING coNlliIJING K 20141,c3/I7/2014 7(EPEE 5 Innovative Planning, LLC CRD-2014 Appropriation# P.O.# Contract NTE$112,000.00/yr CONSULTANT: Innovative Planning, LLC 705 College Way Carmel, Indiana 46032 Notwithstanding the above, City may orally provide to Consultant any notice required or permitted by this Agreement, provided that such notice shall also then be sent as required by this paragraph within five (5) business days from the date of such oral notice. 7.13 Effective Date. The effective date ("Effective Date") of this Agreement shall be the later of April 1, 2014 or the date that it is last executed by a party hereto. 7.14 Governing Law; Lawsuits. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, except for its conflict of laws provisions, as well as by all ordinances and codes of the City of Carmel, Indiana. The parties agree that, in the event a lawsuit is filed hereunder, they waive any right to a jury trial they may have, agree to file such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same. 7.15 Waiver. Any delay or inaction on the part of either party in exercising or pursuing its rights and/or remedies hereunder or under law shall not operate to waive any such rights and/or remedies nor in any way affect the rights of such party to require such performance at any time thereafter. 7.16 Non-Assignment. Consultant shall not assign or pledge this Agreement nor delegate its obligations hereunder without City's prior written consent. 7.17 Entire Agreement. This Agreement contains the entire agreement of and between the parties hereto with respect to the subject matter hereof, and no prior agreement, understanding or representation pertaining to such subject matter, written or oral, shall be effective for any purpose. No provision of this Agreement may be amended, added to or subtracted from except by an agreement in writing signed by both parties hereto and/or their respective successors in interest. To the extent any provision contained in this Agreement conflicts with any provision contained in any exhibit attached hereto, the provision contained in this Agreement shall prevail. IZ!NN[IV ATIVE Pl ANNING CONSULTING K 2°14 A oOl)/A I!):(M)PM' 6 Innovative Planning. I.1C CRD-2014 Appropriation# P.O.# Contract NTE$112,000.00/yr 7.18 Representation and Warranties. Each party hereto represents and warrants that it is authorized to enter into this Agreement and that any person or entity executing this Agreement on behalf of such party has the authority to bind such party or the party which they represent, as the case may be. 7.19 Headings. All headings and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof. 7.20 Advice of Counsel. The parties warrant that they have read this Agreement and fully understand it, have had an opportunity to obtain the advice and assistance of counsel throughout the negotiation of same, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. 7.21 Iran Certification. Pursuant to I.C. § 5-22-16.5, the Consultant shall certify that, in signing this document, it does not engage in investment activities within the Country of Iran. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA INNOVATIVE PLANNING, LLC By and through its Board of Public Works and Safety BY: BY: mes Brainard, Presiding Offic r Authorized Signature ate: 3 j y " /L Printed Name Co 012-/E-E MG7Ea LAI i — Title: .- --LS1DE.. N 1 Mary A ui Burke, Membee / Date: y / b —y FID/TIN: Lori S. Watso M tuber 2.,/Date: , 1� J /41 Date: K -7 / J! 71 ATTEST4 D'• iaCordray IMC , I°,-k-Treasurer ate: /te IZVYNOVATIVE RM'NING CONMII.I ENG K T)H J,,.VI]/VIJ]Iri PM) 7 EXHIBIT A DUTIES AND RESPONSIBILITIES include the following. Other duties may be assigned. LEADERSHIP AND RESOURCE 1. Plans, organizes and directs preparation of a Redevelopment Commission Implementation strategy and budget for Carmel's blighted and underused sites with input and guidance from CRC Members and City Administration. 2. Advises on the creation of Urban Renewal Areas, Redevelopment Development Areas, Economic Development Areas, and Allocation Areas 3. Oversees the development of Carmel City Center and the Old Town Arts and Design District 4. Coordinates the financial management of the Redevelopment Commission's bonds and budgets with the CRC Treasurer and Financial Committee 5. Monitors Federal and State legislation and regulations relating to economic and community development to determine impact concerning changing regulatory requirements 6, Develops project sheets, inventories of available land and buildings,and other data for dissemination 7. Ensures that appropriate deadlines for fiscal, legal or other department issues are met 8. Manages the ordering of land surveys, environmental inspections, property appraisals and cost estimates for potential CRC projects 9. Coordinates with CRC private development partners on public/private partnerships for the City Arts and Design District 10. Develops and implements a marketing strategy for all CRC projects with input and guidance from the Department of Community Relations 11. Works with CRC counsel and Director of Administration on CRC projects 12. Works with all City utilities on relocation and replacement of utilities in City Center and Arts and Design District 13. Directs and manages staff of the Department of Redevelopment utilizing the Human Resources Department as a resource. 14. Coordinates consulting contracts in connection with Redevelopment Commission assisted projects; manages contracts for project implementation and compliance; assures that expenditures and performance are in accordance with the terms and conditions COMMUNICATION 1. Communicates effectively both written and orally 2. Oversees the preparation of CRC agendas, resolutions,and presents other information as necessary for CRC meetings 3. Represents the Redevelopment Department before City Council, civic and business groups and other interested parties 4. Coordinates and leads redevelopment activities and land planning for specific projects with other City departments, outside agencies and non-profit organizations 5. Provides periodic performance reports to City Administration