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HomeMy WebLinkAboutInnovative Planning, LLC/CRC/11,779.34 per month/Communication and Leadership ResourceInnovative Planning, LLC CRC - 2017 Appropriation # 1801-4340400; P.O.#e Contract Not to Exceed: $11,779.34 per month AGREEMENT FOR CONSULTING SERVICES THIS AGREEMENT FOR CONSULTING SERVICES ("Agreement") is hereby made and entered. into by and between the City of Carmel, by and through its Board of Public Works and Safety ("City"), and Innovative Planning, LLC ("Consultant'), an Indiana domestic limited liability company with offices located at 732 College Way, Carmel, Indiana 46032. RECITALS WHEREAS, the 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 has established the Department of Redevelopment ("Department') and a Carmel Redevelopment Commission ("CRC') to discharge these planning, development and redevelopment responsibilities; and WHEREAS, pursuant to Indiana Code 36-4-9-2(a)(6), the Mayor, among his powers related to executive appointments, shall appoint the director of the.Department, subject to the approval of the CRC; and WHEREAS, Consultant is experienced in providing and desires to provide to the City the consulting services ("Services") referenced herein; and WHEREAS, the 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, the City and Consultant mutually agree as follows: SECTION 1 INCORPORATION OF RECITALS The foregoing Recitals are hereby incorporated into this Agreement and made a part hereof. [XAjobedandaTontracls\Come Meyer Conwhing Senices Dmll Agreement Re%ised.doc:61612017 3:19 PMS 1 Innovative Planning, LLC CRC — 2017 Appropriation # 1801-4340400; P.O.# Contract Not to Exceed: $11,779.34 per month SECTION 2 SCOPE OF SERVICES 2.1 The City desires to engage Consultant as an independent contractor for the Services set forth in attached Exhibit A, incorporated herein by this reference. 2.2 Consultant understands and agrees that the 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 The City shall provide such information as is reasonably necessary for Consultant to understand the Services requested. 3.2 The City shall provide all data required for provision of Services. Consultant may assume that all data so provided is correct and complete. 3.3. The City shall arrange for Consultant to enter upon public and private property as reasonably required for Consultant to perform the Services. 3.4 The City shall designate payment of the Services from City budget appropriation number 1801-4340400 funds. 3.5 The City shall designate the Mayor or his duly authorized representative to act on the 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 the 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. jX9jober1wdedCon1mcts\Corde Meyer Conso10ng Senices Draft Agreement Rmised.doc:6/6/2017 3:19 PMj 2 Innovative Planning, LLC CRC — 2017 Appropriation # 1801-4340400; P.O.# Contract Not to Exceed: $11,779.34 per month SECTION 5 COMPENSATION 5.1 Consultant estimates that the total price for the Services to be provided to the City hereunder shall be no more than Eleven Thousand Seven Hundred Seventy Nine Dollars and Thirty Four Cents per month ($11,779.34/month) (the "Estimate"). Consultant shall submit an invoice to the City no more than once every thirty (30) days for Services provided to the 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 Consultant Services Invoice attached hereto as Exhibit B, incorporated herein by this reference. City shall pay Consultant for all undisputed Services rendered and stated on such invoice within thirty five (35) days from the date of the City receipt of same. 5.2 Consultant agrees not to provide any Services to the City that would cause the total cost of same to exceed the Estimate, without the City's prior written consent. SECTION 6 TERM Unless otherwise terminated in accordance with the termination provisions set forth in Section 7 hereinbelow, this Agreement shall be in effect from the Effective Date through December 31, 2017, and shall, on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless otherwise agreed by the parties hereto. SECTION 7 TERMINATION Nothwi'thstanding 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 Estimate. Disputed payment claims shall be resolved as allowed by law. SECTION 8 MISCELLANEOUS 8.1 Binding Effect The 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. 8.2 No Third Party Beneficiaries Nothing contained herein shall be construed to give rights or benefits to anyone other than the parties hereto. jK.ljobcrlandeAContmcts\Come Me}sr Consulting Services DmR Agreement Rmised.doc:6/612017 3:19 PM] Innovative Planning, LLC CRC — 2017 Appropriation # 1801-4340400; P.O.# Contract Not to Exceed: $11,779.34 per month 8.3 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 its agents, employees and contractors all statutory, contractual and other benefits and/or obligations as they become due. Consultant hereby warrants and indemnifies the City for and from any and all costs, fees, expenses and/or damages incurred by the City as a result of any claim for wages, benefits or otherwise by any agent, employee or contractor of Consultant regarding or related to the subject matter of this Agreement. This indemnification obligation shall survive the termination of this Agreement. 8.4 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. 8.5 Liens Consultant shall not cause or permit the filing of any lien on any of the City's property. In the event such a lien is filed and Consultant fails to remove it within ten (10) days after the date of filing, the City shall have the right to pay or bond over such lien at Consultant's sole cost and expense. 8.6 Default In the event Consultant: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Consultant's warranties; (b) fails to perform the Services as specified; (c) fails to make progress so as to endanger timely and proper completion of the Services and does not correct such failure or breach within five (5) business days after receipt of notice from the City specifying same; or (d) becomes insolvent, files, or has filed against it, a petition for receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, the City shall have the right to terminate all or any part of this Agreement, without liability to Consultant and to exercise any other rights or remedies available to it at law or in equity. 8.7 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 of which being hereby incorporated herein by this reference, to keep all of Consultant's required professional licenses and certifications valid and current, and to indemnify and hold harmless the City from any and all losses, damages, costs, liabilities, and attorney fees resulting from any failure by Consultant to do so. This indemnification obligation shall survive the termination of this Agreement. [X:\Jober1=der\Contracts\Come Meyer Consulting Senices Draft Agreement Re�ised.doc06/2017 3:19 PM] Innovative Planning, LLC CRC — 2017 Appropriation # 1801-4340400; P.O.# Contract Not to Exceed: $11,779.34 per month 8.8 Indemnification Consultant shall indemnify and hold harmless the 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 intentional or negligent act, error or omission of Consultant and/or any of its employees, agents or,contractors in the performance of this Agreement. The City agrees to indemnify the Consultant, its officers, employees and agents from all loses, liabilities, claims, judgments and liens, including, but not limited to, all damages, costs, expenses and reasonable attorney fees arising out of any intentional or negligent act, error or omission by the City and/or any of its employees, agents or contractors in the performance of this Agreement. These indemnification obligations shall survive the termination of this Agreement. 8.9 Discrimination Prohibition Consultant represents and warrants that it and each of its employees, agents and contractors shall comply with all existing and future laws prohibiting discrimination against any employee, applicant for employment and/or other person in the subcontracting of work and/or 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, subcontracting 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. 8.10 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 that can operate independently of same shall continue in full force and effect. 8.11 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: City of Carmel Mayor's Office One Civic Square Carmel, Indiana 46032 ATTENTION: Mayor James Brainard COPY: CONSULTANT: [X:\joberlander\Contmcts\Corrie Meycr Conmltlng Services Draft Agreement Rerdred.doc:6/6/2017 3:19 PMJ Douglas C. Haney Corporation Counsel One Civic Square Carmel, Indiana 46032 Carmel Redevelopment Commission 30 W. Main Street, Suite 220 Carmel, IN 46032 Innovative Planning, LLC CRC — 2017 Appropriation # 1801-4340400; P.O.# Contract Not to Exceed: $11,779.34 per month Innovative Planning, LLC 732 College Way Carmel, IN 46032 Attn: Ms. Corrie Meyer Notwithstanding the above, the 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 ten (10) business days from the date of such oral notice. 8.12 Effective Date The effective date ("Effective Date") of this Agreement shall be the date on which the last of the parties hereto executes same. 8.13 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. 8.14 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. 8.15 Non -Assignment. Consultant shall not assign or pledge this Agreement nor delegate its obligations hereunder without the City's prior written consent. 8.16 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. 8.17 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. JX:\joberJ, dedContmcts\Cone Me,cr ConwIting Senices Dmll Ag=mcnt Rnisadoc:616/2017 3:19 PMS Innovative Planning, LLC CRC — 2017 Appropriation # 1801-4340400; P.O.# Contract Not to Exceed: $11,779.34 per month 8.18 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. 8.19 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. 8.20 Personnel Consultant represents that it has, or will secure at its own expense, all personnel required in performing the Services under this Agreement. Such personnel shall not be employees of or have any contractual relationship with the City. All of the Services required hereunder will be performed by Consultant or under its supervision and all personnel engaged in the work shall be fully qualified to perform such Services. 8.21 Records and Inspections Consultant shall maintain full and accurate records with respect to all matters covered under this Agreement for three (3) years after the expiration or early termination of this Agreement. City shall have free access at all proper times to such records and the right to examine and audit the same and to make transcripts there from, and to inspect all program data, documents, proceedings and activities. 8.22 E -Verify Pursuant to I.C. § 22-5-1.7 et seq., Consultant shall enroll in and verify the work eligibility status of all of its newly -hired employees using the E -Verify program, if it has not already done so as of the date of this Agreement. Consultant is further required to execute the attached Affidavit, herein referred to as Exhibit C, which is an Affidavit affirming that: (i) Consultant is enrolled and is participating in the E -verify program, and (ii) Consultant does not knowingly employ any unauthorized aliens. In support of the Affidavit, Consultant shall provide the City with documentation that it has enrolled and is participating in the E -Verify program. This Agreement shall not take effect until said Affidavit is signed by Consultant and delivered to the City's authorized representative. If Consultant knowingly employs or contracts with any unauthorized. aliens, or retains an employee or contract 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 ("Cure Period"). Should the Consultant fail to cure within the Cure Period, the City has the right to terminate this Agreement without consequence. The E -Verify requirements of this Agreement will not apply, should the E -Verify program cease to exist. 8.23 Accomplishment of Project Consultant shall commence, carry on, and complete the project with all practicable dispatch, in a sound economical and efficient manner, in. accordance with the provisions thereof and all applicable laws. In JX:ljobcdander%Contm=NCome Meytr Consulting Senices Dmll Agreement Rmised.doc:6/6@017 3:19 PMS Innovative Planning, LLC CRC — 2017 Appropriation # 1801-4340400; P.O.# Contract Not to Exceed: $11,779.34 per month accomplishing the project, Consultant shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on within the City's organization. 8.24 Iran Certification Pursuant to I.C. § 5-22-16.5, the Consultant shall certify that, in signing this Agreement, it does not engage in investment activities within the Country of Iran. 8.25 Access To Public Records Act Consultant understands and agrees that any "public record", as that term is defined in Indiana Code 5-14-3- 2(m), as amended, that is related to the subject matter of this Agreement, whether the same is in the possession or control of the Consultant or the City, shall be subject to release under and pursuant to the provisions of Indiana's Access to Public Records Act, as codified in Indiana Code 5-14-3-1, et seg., as amended. [remainder of page intentionally left blank] . (XAjobedanderTontracts\Come Meyer Com1 ing Scnices Draft Agrcclnent Rmised.dwW612017 3:19 PM) Innovative Planning, LLC CRC — 2017 Appropriation # 1801-4340400; P.O.# Contract Not to Exceed: $11,779.34 per month IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA by and through its Board of Public Works and Safety By: /2ames Brainard, Presiding Officer DatP' _ 6 "-77 — / 7 _ Mary' Ann Date: 1 Lori S Date: ATT ES Christine S. Date: ember �7. [X:ljobedandcAConuaclslCorde Meyer Consulting Senices Dmll Agrecmem Re ised.doe:6/6/2017 3:19 PM] 9 Innovative Planning, LLC Authorized Signature CU CE4�!'l G W�-! Printed Name Pres? Title ✓ FID/TIN: J)6 41 Po") 2� Last Four of SSN if Sole Proprietor: Date: Innovative Planning, LLC CRC — 2017 Appropriation # 1801-4340400; P.O.# Contract Not to Exceed: $11,779.34 per month 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. Facilitates the creation of public-private partnerships. 3. Advises on the creation of Urban Renewal Areas, Redevelopment Development Areas, Economic Development Areas, and Allocation Areas. 4. Oversees the development of Carmel City Center and the Old Town Arts and Design District. 5. Coordinates the financial management of the Redevelopment Commission's bonds and budgets with the CRC Treasurer and CRC Finance Committee. 6. Monitors Federal and State legislation and regulations relating to economic and community development to determine impact concerning changing regulatory requirements. 7. Develops project sheets, inventories of available land and buildings and other data for dissemination. 8. Ensures that appropriate deadlines for fiscal, legal or other Department issues are met. 9. Manages the ordering of land surveys, environmental inspections, property appraisals and cost estimates for potential CRC projects. 10. Works with City and CRC legal counsel and Mayor on CRC projects. 11. Works with all City utilities on relocation and replacement of utilities as necessary for redevelopment projects. 12. Directs and manages staff of the Department of Redevelopment utilizing the Human Resources Department as a resource. 13. Complies with directives of the Carmel Corporation Counsel on all matters involving the Department, unless such directive is overridden by the Mayor. 14. Coordinates consulting contracts in connection with Redevelopment Commission; manages contracts for project implementation and compliance; assures that expenditures and performance are in accordance with 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 the Carmel Common 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. [XAjoberlandcAContmgs\Come Me)xr Consolling Services Dmft Agreement Rc iscd.dw:6/6/2017 3:19 PMJ 10 Innovative Planning, LLC CRC — 2017 Appropriation # 1801-4340400; P.O.# Contract Not to Exceed: $11,779.34 per month EXHIBIT B Invoice Name of Company: Address & Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Date: Signature Printed Name JX,.Vober1 ndcAConuacls\Come Mc3vr Conmi ing Services Draft Agrccmcm Rc%iscd.doc:6/6/2017 3:21 PMJ 1 I Goods Services Person Providing Goods/Services Date Goods/ Service Provided Goods/Services Provided (Describe each good/service separately and in detail) Cost Per Item Hourly Rate/ Hours Worked Total GRAND TOTAL Signature Printed Name JX,.Vober1 ndcAConuacls\Come Mc3vr Conmi ing Services Draft Agrccmcm Rc%iscd.doc:6/6/2017 3:21 PMJ 1 I Innovative Planning, LLC CRC — 2017 Appropriation # 1801-4340400; P.O.# Contract Not to Exceed: $11,779.34 per month EXHIBIT C AFFIDAVIT 21 MO VZ , eZ- s l i::>1j�( , being first duly sworn, deposes and says that he/she is familiar with and has personal knowledge of the facts herein and, if called as a witness in this matter, could testify as follows: 1. I am over eighteen (18) years of age and am competent to testify to the facts contained herein. 2. I am now and at all times relevant herein have been employed by W Nov ice' i ✓lam PLAl Ar -1 i N ci1 (the "Employer") in the position of %z i✓ S1 �� �� 3. I am familiar with the employment policies, practices, and procedures of the Employer and have the authority to act on behalf of the Employer. 4. The Employer is enrolled and participates in the federal E -Verify program and has provided documentation .of such enrollment and participation to the City of Carmel, Indiana. 5. The Company does not knowingly employ any unauthorized aliens. FURTHER AFFIANT SAYETH NOT. EXECUTED on the % day of ✓l� _ 201-1. 0-�2yz -) Printed:-Cn1 R ^ I certify under the penalties for perjury under the laws of the United States of America and the State of Indiana that the foregoing factual statements and representations are true and correct. 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