HomeMy WebLinkAbout03-21-18-02/Duff & Phels, LLC/15,600/General InsuranceRESOLUTION NO. BPW 03-21-18-02
RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY
ACKNOWLEDGING RECEIPT OF CONTRACT
WHEREAS, pursuant to Indiana Code 36-1-4-7, the City of Carmel, Indiana ("City"), is authorized to
enter into contracts; and
WHEREAS, pursuant to Indiana Code 36-4-5-3, the City's mayor may enter into contracts on behalf of the
City; and
WHEREAS, pursuant to his authority under Indiana law, the City's mayor, the Honorable James C.
Brainard, has caused to be signed the City contract attached hereto as Exhibit A (the "Contract"); and
WHEREAS, Mayor Brainard now wishes to present the contract to the City's Board of Public Works and
Safety for it to be publicly acknowledged, filed in the Clerk -Treasurer's Office, and made available to the public for
review.
follows:
NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as
1. The foregoing Recitals are incorporated herein by this reference.
2. The receipt of the Contract is hereby acknowledged.
3. The Contract shall be promptly filed in the office of the Clerk -Treasurer and thereafter made available to
the public for review.
SO RESOLVED this 7 day of CC , 2018.
CITY OF CARMEL, INDIANA
By and through its Board of Public Works and Safety
11-Y4
James Brainard, Pres ding Officer
S:\E Bass\My Documents\BPW-Resolutions\2018\Acknowledge Performance Agreement - Duff & Phelps, LLC.docx3/13/2018 12:35 PM
Dutt & Phelps, LLC;
r Department of Administration - 2018
Appropriation # ; P.O. #
Contract Not To Exceed $15,600.00
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreement") is hereby entered into by
and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety ("City"), and
Duff & Phelps, LLC, an entity duly authorized to do business in the State of Indiana ("Vendor").
TERMS AND CONDITIONS
ACKNOWLEDGMENT, ACCEPTANCE:
Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of
same constitutes its acceptance of all of the Agreement's terms and conditions.
2. PERFORMANCE:
City agrees to purchase the goods and/or services (the "Goods and Services") from Vendor using City
budget appropriation number funds and as set forth in Vendor's January 31, 2018 engagement letter
attached as Exhibit A hereto, the content of which is fully incorporated herein by reference. Vendor agrees to
provide the Goods and Services and to
otherwise perform the requirements of this Agreement by applying at all times the technical and industry
standards.
3. PRICE AND PAYMENT TERMS:
3.1 Vendor estimates that the total price for the Goods and Services to be provided to City
hereunder
shall be no more than Fifteen Thousand Six Hundred Dollars ($15,600.00) (the "Estimate"). Vendor
shall submit an invoice to City no more than once every thirty (30) days detailing the Goods and
Services provided to City within such time period. City shall pay Vendor for such Goods and Services
within thirty-five (35) days after the date of City's receipt of Vendor's invoice detailing same, so long
as and to the extent such Goods and Services are not disputed, are in conformance with the
specifications set forth in Exhibit A are submitted on an invoice that contains the information
contained on attached Exhibit B and Vendor has otherwise performed and satisfied all the terms and
conditions of this Agreement.
3.2 Vendor agrees not to provide any Goods and Services to City that would cause the total cost of the
Goods and Services provided by Vendor to City hereunder to exceed the Estimate, unless City has
previously agreed, in writing, to pay an amount in excess thereof.
4. WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to those
certain specifications, descriptions and/or quotations regarding same as were provided to Vendor by City
and/or by Vendor to and accepted by City, all of which documents are incorporated herein by reference, and
that the Goods and Services will be delivered in a timely, good and workmanlike manner and free from
defect. Vendor acknowledges that it knows of City's intended use and expressly warrants that the Goods and
Services provided to City pursuant to this Agreement have been selected by Vendor based upon City's stated
use and are fit and sufficient for their particular purpose.
5. TIME AND PERFORMANCE:
This Agreement shall become effective as of the last date on which a party hereto executes same ("Effective
Date"), and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the
essence of this Agreement.
Duff & Phelps, LLC
Department of Administration - 2018
Appropriation # ; P.O. #
Contract Not To Exceed $15,600.00
DISCLOSURE AND WARNINGS:
If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may direct, a list of
all chemicals, materials, substances and items used in or during the provision of the Goods and Services
provided hereunder, including the quantity, quality and concentration thereof and any other information
relating thereto. At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to
furnish to City sufficient written warning and notice (including appropriate labels on containers and packing)
of any hazardous material utilized in or that is a part of the Goods and Services.
7. LIENS:
Vendor shall not cause or permit the filing of any lien on any of City's properly. In the event any such lien is
filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding,
City shall have the right to pay such lien or obtain such bond, all at Vendor's sole cost and expense.
8. DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this
Agreement, including Vendors warranties; (b) fails to provide the Goods and Services as specified herein; (c)
fails to make progress so as to endanger timely and proper provision of the Goods and Services and does
not correct such failure or breach within five (5) business days (or such shorter period of time as is
commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or
breach; or (d) becomes insolvent, is placed into receivership, makes a general assignment for the benefit of
creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to
(1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights
and remedies available to City at law and/or in equity.
9. INSURANCE AND INDEMNIFICATION:
Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer
licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and
Vendor from all claims for damages under any workers' compensation, occupational disease and/or
unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness,
disease or death of or to any of Vendors agents, officers, employees, contractors and subcontractors; and, for
any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom. The
coverage amounts shall be no less than those amounts set forth in attached Exhibit C. Vendor shall cause its
insurers to name City as an additional insured on all such insurance policies, shall promptly provide City, upon
request, with copies of all such policies, and shall provide that such insurance policies shall not be canceled
without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless City from and against
any and all liabilities, claims, demands or expenses (including, but not limited to, reasonable attorney fees) for
injury, death and/or damages to any person or property arising from or in connection with Vendors provision of
Goods and Services pursuant to or under this Agreement or Vendor's use of City property.
Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and
employees from all third parry claims and suits of whatever type, including, but not limited to, all court costs,
attorney fees, and other expenses, caused by (i) Duff & Phelps' breach of its confidentiality obligations herein
or violation of applicable law; (iii) Duff & Phelps' violation of a third party's intellectual property rights; or (iv)
bodily injury, death, or damage, loss or destruction of tangible property caused by the negligence of Duff &
Phelps; (iv) any fraud, gross negligence or willful misconduct of Vendor and/or of any of Vendor's agents,
officers, employees, contractors or subcontractors in the performance of this Agreement. These
indemnification obligations shall survive the termination of this Agreement.
uutt & Ynelps, LL(:
Department of Administration - 2018
Appropriation # ; P.O. #
Contract Not To Exceed $15,600.00
10. GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes
which may be applicable to Vendor's performance of its obligations under this Agreement, and all relevant
provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless
City from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules,
regulations and codes. This indemnification obligation shall survive the termination of this Agreement.
11. NONDISCRIMINATION:
Vendor represents and warrants that it and all of its officers, employees, agents, contractors and
subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting
discrimination against any employee, applicant for employment or other person in the provision of any
Goods and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and
privileges of employment and any other matter related to their employment or subcontracting, because of
race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam
era veteran status.
12. E -VERIFY:
Pursuant to I.C. § 22-5-1.7 et seq., as the same may be amended from time to time, and as is incorporated
herein by this reference (the "Indiana E -Verify Law"), Vendor is required to enroll in and verify the work
eligibility status of its newly -hired employees using the E -Verify program, and to execute the Affidavit
attached herein as Exhibit D, affirming that it is enrolled and participating in the E -verify program and does
not knowingly employ unauthorized aliens. In support of the Affidavit, Vendor shall provide the City with
documentation indicating that it has enrolled and is participating in the E -Verify program. Should
Vendor subcontract for the performance of any work under and pursuant to this Agreement, it shall fully
comply with the Indiana E -Verify Law as regards each such subcontractor. Should the Vendor or any
subcontractor violate the Indiana E -Verify law, the City may require a cure of such violation and thereafter, if
no timely cure is performed, terminate this Agreement in accordance with either the provisions hereof or
those set forth in the Indiana E -Verify Law. The requirements of this paragraph shall not apply should the E -
Verify program cease to exist.
13. NO IMPLIED WAIVER:
The failure of either party to require performance by the other of any provision of this Agreement shall not
affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any
party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the
same or any other provision hereof.
14. NON -ASSIGNMENT:
Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not
delegate its obligations under this Agreement without City's prior written consent.
15. RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any
of its officers, employees, contractors, subcontractors and agents are employees of City. The contract price
set forth herein shall be the full and maximum compensation and monies required of City to be paid to
Vendor under or pursuant to this Agreement
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Department of Administration - 2018
Appropriation # ; P.O. #
Contract Not To Exceed $15,600.00
16. GOVERNING LAW; LAWSUITS:
This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana,
except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they
waive their right to a jury trial, agree to file any 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.
17. SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive
order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to
comply with same, and the remaining provisions of this Agreement shall remain in full force and effect.
18. NOTICE:
Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by postage
prepaid U.S. certified mail, return receipt requested, to the party to be notified at the address specified
herein:
If to City: City of Carmel
One Civic Square
Carmel, Indiana 46032
If to Vendor: Duff & Phelps, LLC
801 Warrenville Road, Suite 600
Lisle, IL 60532
Attn: Michael Domin
AND Douglas C. Haney,
Corporation Counsel
Department of Law
One Civic Square
Carmel, Indiana 46032
Notwithstanding the above, notice of termination under paragraph 19 hereinbelow shall be effective if given
orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from
the date of such oral notice.
19. TERMINATION:
19.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to
Vendor, immediately terminate this Agreement for cause, in the event of a default hereunder by
Vendor and/or if sufficient funds are not appropriated or encumbered to pay for the Goods and
Services to be provided hereunder. In the event of such termination, Vendor shall be entitled to
receive only payment for the undisputed invoice amount representing conforming Goods and
Services delivered as of the date of termination, except that such payment amount shall not exceed
the Estimate amount in effect at the time of termination, unless the parties have previously agreed in
writing to a greater amount.
19.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. In the
event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice
amount of conforming Goods and Services delivered as of the date of termination, except that such
payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the
parties have previously agreed in writing to a greater amount.
19.3 The City may terminate this Agreement pursuant to Paragraph 11 hereof, as appropriate.
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Department of Administration - 2018
Appropriation # ; P.O. #
Contract Not To Exceed $15,600.00
20. REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Agreement and that the persons
executing this Agreement have the authority to bind the party which they represent.
21. ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods
and services to City. When City desires additional goods and services from Vendor, the City shall notify
Vendor of such additional goods and services desired, as well as the time frame in which same are to be
provided. Only after City has approved Vendor's time and cost estimate for the provision of such additional
goods and services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in
writing, to provide such additional goods and services, shall such goods and services be provided by Vendor
to City. A copy of the City's authorization documents for the purchase of additional goods and services shall
be numbered and attached hereto in the order in which they are approved by City.
22. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19
hereinabove, this Agreement shall be in effect from the Effective Date through December 31, 2018 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.
23. HEADINGS
All heading 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.
24. BINDING EFFECT
The parties, and their respective officers, officials, agents, partners, successors, assigns and legal
representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations
set forth in Agreement.
25. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
26. IRAN CERTIFICATION: Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this document, it
does not engage in investment activities within the Country of Iran.
27. ADVICE OF COUNSEL:
The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain
legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same
freely, voluntarily, and without any duress, undue influence or coercion.
28. ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire
agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral
or written representations and agreements regarding same. Notwithstanding any other term or condition set
forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit
attached to this Agreement or in any document referenced herein conflicts with any term or condition
contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail.
This Agreement may only be modified by written amendment executed by both parties hereto, or their
successors in interest.
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Department of Administration - 2018
Appropriation # ; P.O. #
Contract Not To Exceed $15,600.00
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:
,fames Brainard, Presidipg 0 icer
Date: �% '? M4, - moi ,":� 0
Mary Ann Burke, Member
Date:
Lori S. Watson, Member
Date:
ATTEST:
Christine S. Pauley, Clerk -Treasurer
Date:
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DUFF & PHELPS, LLC
By:
Authorized Signature
Michael Domin
7r'inte-dTame
Managing Director
Title
FID/TIN:
Last Four of SSN if Sole Proprietor:
Date:
Duff & Phelps. LLC
801 Warrenville Road, Suite 600, Lisle, IL 60532
T +1 630 541 4650
January 31, 2018
W. Michael Wells, CPCU MBA
Chairman
Hylant of Indianapolis, LLC
10401 N. Meridian Street, Suite 200
Indianapolis, IN 46290
Dear Mr. Wells:
DUFF&PHELPS
Duff & Phelps, LLC ("Duff & Phelps"), will provide Hylant of Indianapolis, LLC ("Hylant") the appraisal
services described within this agreement ("Agreement") relative to the City of Carmel.
Purpose of the Engagement
The purpose of this engagement is to provide the City a property insurance appraisal for the City's use in
connection with its internal analysis of the City of Carmel's insurance needs with respect to the identified
property. Our analysis will be dated as of the last day of our site inspection. Our opinion is intended to
assist Hylant in making informed business decisions; it is not a recommendation. Any decisions relating to
insurance coverage shall remain the City's responsibility and be made solely at its discretion.
Engagement Scope
We will research and report the insurable value (our "Opinion") of certain City property.
Description of Identified Property
The property is located at various sites as identified by the City in Exhibit B.
These property classifications will be included in the engagement:
1) Buildings — 43 buildings plus the design capacity approach for the wastewater treatment plant (12
MGD) and water treatment plant (34 MGD)
2) Personal property
Assets not identified above will be excluded from the engagement.
If the City's insurance policy excludes coverage of specific property classifications, in part or whole, the City
should notify us in writing prior to beginning the engagement if those assets should be excluded.
We will work with the City during the engagement to further refine the scope of the identified property to be
included in the engagement, if applicable. Depending on the nature and extent of changes in the scope of
the engagement we may need to revise our fee.
Exhibit
Duff & Phelps I City of Carmel January 31, 2018 047
Definition of Insurable Value
We developed our opinions of insurable value as the cost of reproduction new (CRN) for all buildings
excluding the utilities and cost of replacement new (COR) for all utilities buildings. In estimating insurable
value, we allowed for national building codes; however, we did not consider any construction codes
imposed by state or local municipalities, ordinances, or other legal restrictions. Also, we did not consider
the cost of demolition in connection with reconstruction or the cost of removal of destroyed property.
The following valuation definitions are applicable to this investigation. Unless otherwise noted, they are Duff
& Phelps' accepted internal definitions developed from industry standards and the American Society of
Appraisers' publication Valuing Machinery and Equipment: The Fundamentals of Appraising Machinery
and Technical Assets, third edition (2011).
• Cost of reproduction new is defined as the estimated amount required to reproduce a duplicate
or a replica of the entire property at one time, in like kind and materials, in accordance with
current market prices for materials, labor, and manufactured equipment; contractors' overhead
and profit; and fees, but without provision for overtime, bonuses for labor, or premiums for
material or equipment. Cost of reproduction new, as defined, is synonymous with the insurance -
industry term "replacement cost new."
• Cost of replacement new is defined as the estimated amount required to replace the entire
property at one time with a modern new unit using the most current technology and
construction materials that will duplicate the production capacity and utility of an existing unit
at current market prices for materials, labor, and manufactured equipment; contractors'
overhead and profit; and fees, but without provision for overtime, bonuses for labor, or
premiums for material or equipment.
Valuation Methodology
Our appraisal will rely solely on the cost approach because the market and income approaches are not
applicable for the purpose of this engagement.
Scope of Work
We anticipate this engagement will include the following:
Buildings
We will utilize a full -scope segregated cost approach including an inspection of each building to identify
construction data that will be used in the valuation process. During inspection of the premises, we will
calculate each building's area and perimeter by measuring the structure or through an analysis of the as -
built blueprints; identify and record data of the major construction components (type of structure, walls,
roof, etc.); determine the construction class; record data of major service systems (electrical, plumbing,
security, elevators, heating, ventilation, cooling, etc.); photograph the building; and record the GPS
coordinates. The insurable value of each building and the related construction, occupancy, protection, and
exposure data obtained during the inspection will be reported on an itemized basis.
uurt & Phelps I City of Carmel January 31, 2018
Exhibit A
-Z 417
Utility and Treatment Plant Processes
To determine the replacement cost of each utility plant we will utilize the cost of capacity method. The cost
of capacity method is the determination of replacement costs based on the maximum flow rate of the
plant. The resulting value will represent similar type utility plants with similar capacities and their probable
replacement value. The resulting number will be one aggregate value for all buildings and process
equipment and structures.
Personal Property (Contents Modeling)
We will develop an opinion of the insurable value of personal property through use of a modeling
approach, which relies on our proprietary database containing data from thousands of detailed equipment
inventories we have performed. The model develops the insurable value of each building's personal
property on the basis of building occupancy and square footage. The model can be altered to account for
above- or below-average density of personal property. A single insurable value will be reported for each
building's personal property.
Terms and Conditions
This Agreement is subject to and incorporates the Terms and Conditions attached as Exhibit A.
Fee
The fee is $15,600, including expenses, and will be invoiced as follows:
• 30% upon authorization of the engagement
• Progress billing as time is charged and expenses are incurred
This fee includes issuing the deliverables below and responding to customary questions from Hylant and
its insurance brokers or advisors. Additional fee will be required for an increase in engagement scope or
involvement in subsequent reviews beyond the customary work effort.
The City may cancel this engagement at any time and will only be obligated for fees and expenses
incurred. Our fee is not contingent on our Opinion or any subsequent event related to it.
Timing and Deliverables
This engagement will require cooperation, access, and timely receipt of requested information from
management of the City. After this Agreement is signed and all requested information is received, we will
begin our analyses and provide our report within 6-8 weeks after completion of our site inspections.
The report will be provided in electronic format and will present our Opinion and related narrative
discussion of the supporting analyses and assumptions, along with appropriate exhibits. Additional
relevant information and analyses considered in our Opinion will be retained in our work files.
Exhibit A -
Duff & Phelps I City of Carmel January 31, 2018 3 0(7
Conclusion
We appreciate the opportunity to serve the City. To authorize, please sign below and return the full
executed copy to michael.domin@duffandpheli)s.com. This Agreement shall remain valid for signature for
30 days. Please contact me at 630 541 4651 with any questions.
z5incereiy,
Client of Record:
City of Carmel
Signature:
Michael Domin Name:
Managing Director Title:
Date:
Exhibit
Duff & Phelps I City of Carmel January 31, 2018
, — Terms and Conditions
Entire Agreement — This is the entire Agreement between Duff & Phelps and the City and supersedes any
prior oral or written agreements. This Agreement may only be modified in writing signed by both parties.
Any purchase order covering this engagement is only for the City's internal needs and shall not modify this
Agreement.
Fees — Duff & Phelps' invoices are payable upon receipt. If payment of any invoice is not received within 45
days of the invoice date, Duff & Phelps shall be entitled, without prejudice to any other rights that it may
have, to suspend services until all sums due are paid in full. In the event that Duff & Phelps is required to
initiate a lawsuit or hire attorneys to collect any past due amounts, in addition to any other rights and
remedies available, it shall be entitled to reimbursement of attorneys' fees and other costs of collection.
Limited Use and Reliance — The City is the sole intended user of Duff & Phelps' report or other work
product. The City may disclose an informational copy of the report or other work product to its audit, tax,
legal, or insurance professionals acting in an advisory capacity in connection with the purpose of this
engagement. No third parry shall have the right of reliance on the report, and neither receipt nor possession
of the report by any third party shall create any express or implied third -party beneficiary rights.
Confidentiality — Duff & Phelps shall maintain the confidentiality of the City's information and will not
disclose or use it for any purpose other than in connection with this engagement. This excludes information
(i) available to the public, (H) already in Duff & Phelps' possession, or (iii) received from a parry having no
confidentiality obligation to Hylant. Duff & Phelps may include the City's name and logo in its client list.
Engagement Limits — Duff & Phelps' work may only be used for the specific purpose or premise of value
stated in this Agreement and the work product. The City shall not reference Duff & Phelps or its work in any
public filing or other materials distributed to actual or prospective shareholders, investors, financing parties,
or similar third parties without Duff & Phelps' prior written consent.
Independent Contractor— Duff & Phelps shall perform as an independent contractor, with no authority to
bind or obligate the City in any way.
Information Provided by the City — Duff & Phelps will not independently verify information provided by the
City, its advisors, or third parties acting at the City's direction. Duff & Phelps will assume and rely on the
accuracy and completeness of all such information.
Retention — All files, documents, and work papers received, created, or developed during the engagement
will be retained for professional recordkeeping and legal/regulatory compliance purposes, all in accordance
with Duff & Phelps' document retention policy. If required by applicable law to disclose any of the
documents, Duff & Phelps will, unless legally prohibited, notify the City so it may seek a protective order at
its discretion.
Indemnification —The City shall indemnify and hold harmless Duff & Phelps and its affiliates, including
each of their respective employees, from and against any and all liabilities, losses, costs, and reasonable
expenses, including, but not limited to, reasonable legal fees and expenses and billable hours of client
service personnel, which are (i) incurred in responding to subpoenas, discovery, or other similar inquiries
associated with or arising from the engagement or (ii) arising from or relating to third -party claims based on
reliance or purported reliance on Duff & Phelps' work product or other alleged loss or damage caused to or
alleged by any nonclient entity arising from unauthorized access to or reliance upon Duff & Phelps' work
product. The foregoing indemnification obligations shall not apply in the event that a court of competent
jurisdiction finally determines that such claims resulted directly from the gross negligence, willful
misconduct, or fraudulent acts of Duff & Phelps.
Exhibit
Duff & Phelps I City of Carmel January 31, 2018
5■
Limitation of Liability — In no event shall Duff & Phelps be liable to the City (or any person claiming through
the City) under this Agreement, under any legal theory, for any amount in excess of the total professional
fees paid by the City to Duff & Phelps in connection with this engagement, except to the extent such liability
is directly caused by Duff & Phelps' gross negligence, fraud, or willful misconduct. The foregoing limitation of
liability shall not apply to liabilities that arise from personal injury or property damage resulting primarily from
Duff & Phelps' negligence or willful misconduct. In no event shall Duff & Phelps be liable to Hylant for any
consequential, indirect, lost profit, or similar damages relating to or arising from this engagement.
Environmental Policy — Duff & Phelps will not investigate, nor assume responsibility for, the existence or
impact of any contamination or hazardous substance related to property or assets associated with this
engagement.
Governing Law — This Agreement is governed by and construed in accordance with the laws of the State
of New York.
Exhibit
Duff & Phelps I City of Carmel January 31, 2018 6 ■ /
— Property Schedule
Loc • Bldg
• Address
.1 City, State, Zr • Occupancy
Building •
3
1
One Civic Square
Carmel, IN 46032 Town Hall
8,782,200
9
1
31 First Avenue NW
Carmel, IN 46032 Communication Building
1,104,244
11
1
Four Center Green
Carmel, IN 46032 Office Bldg/Studio/Black Box Theatre
12,852,000
12
1
881 3rd Ave SW
Carmel, IN 46032 Parking Garage - Parcel 7
12,240,000
13
1
One Center Green
Carmel, IN 46032 The Palladium
137,700,000
2
One Center Green
Carmel, IN 46032 Ice Rink/Site Improvements
5,143,000
3
One Center Green
Carmel, IN 46032 Huts/Skates/etc
783,400
15
1
891 3rd Ave SW
Carmel, IN 46032 Energy Center Bldg -Including Foundations
18,500,000
17
1
Three Center Green
Carmel, IN 46032 Booth Tarkington Civic Theatre
15,300,000
18
1
200 S. Rangeline Road
Carmel, IN 46032 Indiana Design Center Garage
4860,473
19
1
720 S. Rangeline Road
Carmel, IN 46032 Cannel City Center Garage
20,072,442
28
1
12120 Brookshire Pkwy
Carmel, IN 46032 Golf Course
2,778,978
29
1
3242 E. 106th St
Carmel, IN 46032 Fire Station #43
1,800,000
30
1
5032 E. Main St
Cannel, IN 46032 Fire Station #44
4,500,000
31
1
Two Civic Square
Cannel, IN 46032 Fire Headquarters
8,160,000
32
1
540 W. 136th St
Carmel, IN 46032 Fire Station #46
3,067,345
33
1
3610 W. 106th St
Carmel, IN 46032 Fire Station #42
3,067,345
2
4925 E. 106h St
Carmel, IN 46032 Maintenance/Training Facility
1,500,000
42
1
1235 Central Park East Dr
Carmel, IN 46032 Community Center Offices
26,585,942
43
1
1195 Central Park West Dr
Carmel, IN 46032 Aquatics Fitness/Cafe
6,749,412
2
1195 Central Park West Dr
Carmel, IN 46032 WaveLoch Flow Rider
1,224,000
44
1
920 Central Park Dr West
Carmel, IN 46032 West Commons Playground, SprayPark, Shelter
2,393,200
47
1
11675 Hazel Dell Pkwy
Carmel, IN 46032 Founders Park - Wilfong Pavillion
1,244,000
49
1
Three Civic Square
Carmel, IN 46032 Police Dept
5,895,600
57
1
5600 E. 106th St
Carmel, IN 46032 Lift Station #10
967,190
74
1
891 N. Rangeline Road
Carmel, IN 46032 EQ Basin
950,000
4
211 2nd St SW
Carmel, IN 46032 Water Tower
1,610,449
77
1
3400 W. 131st St
Carmel, IN 46032 Administration Bldg
2,169,067
5
3400 W. 131 st St
Carmel, IN 46032 Bldg D Maintenance/Garage
1,512,659
8
3400 W. 131 st St
Carmel, IN 46032 2MM Gallon Water Tank
3,098,703
78
1
4915 E 106th St
Carmel, IN 46032 Salt Barn
1,275,000
79
1
255 E 146th St
Carmel, IN 46032 Water Tower
1,610,496
80
1
11707 Gray Rd
Carmel, IN 46032 Underground Water Tank
3,625,043
81
1
4425 E 126th St
Carmel, IN 46032 Water Plant #3
1,860,205
82
1
5484 E 126th St
Cannel, IN 46032 3MGD Clearwell
2,220,178
99
1
5484 E. 126th St
Carmel, IN 46032 Water Tank
4,528,873
101
1
4915 E. 106th St
Carmel, IN 46032 Water Plant #1
25,500,000
102
1
5829 E. 116th St
Carmel, IN 46032 Well #27
510,000
2
5829 E. 116th St
Carmel, IN 46032 Well#28
510,000
103
1
9800 Hazel Dell Parkway
Carmel, IN 46032 Well #30
510,000
116
1
30 E. Main Street
Carmel, IN 46032 Apartment/Office
541,500
119
1
3450 W. 131st Street
Carmel, IN 46032 Water Distribution Building
6,700,000
120
1
731 S. Rangeline Rd
Carmel, IN 46032 Mohawk Property
1,200,000
Exhibit
Duff & Phelps I City of Carmel January 31, 2018
7o7
Invoice
Name of Company.
Address & Zip:
Telephone No.:
Fax No..
Project Name:
Invoice No.
Purchase Order No:
Date:
Signature
Printed Name
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
f
EXHIBIT C
INSURANCE COVERAGES
Worker's Compensation & Disability Statutory Limits
Employer's Liability:
Bodily Injury by Accident/Disease:
$100,000 each employee
Bodily Injury by Accident/Disease:
$250,000 each accident
Bodily Injury by Accident/Disease:
$500,000 policy limit
Property damage, contractual liability,
General Aggregate Limit (other than
Products/Completed Operations): $500,000
Personal & Advertising Injury
Policy Limit: $500,000
Each Occurrence Limit: $250,000
Fire Damage (any one fire): $250,000
Medical Expense Limit (any one person): $ 50,000
Comprehensive Auto Liability (owned, hired and non -owned)
Bodily Single Limit:
Injury and property damage:
Policy Limit:
Umbrella Excess Liability
Each occurrence and aggregate:
Maximum deductible:
$500,000 each accident
$500,000 each accident
$500,000
$500,000
$ 10,000
0
EXHIBIT D
AFFIDAVIT
Marc Hammer '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
Duff & Phelps (the "Employer")
in the position of Managing Director, Global Talent Acquisition & Mobility
3. 1 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.
ti
EXECUTED on the 8th day of March
Printed: Marc Hammer
201L.
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.
Printed: Marc Hammer
INDIANA RETAIL TAX EXEMPT
City ®f Carmel
CERTIFICATE NO. 003120155 002 0
FEDERAL EXCISE TAX EXEMPT
ONE CIVIC SQUARE 35-6000972
CARMEL, INDIANA 46032-2584
FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997
PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO.
2/28/2018 372275
DUFF & PHELPS, LLC
VENDOR 801 WARRENVILLE RD
SUITE 600
LISLE, IL 60532 -
PURCHASEID BLANKET CONTRACT
23760
QUANTITY UNIT OF MEASURE
Department: 1205 Fund: 101 General Fund
Account: 43-475.00
1 Each General Insurance
Send Invoice To.-
Dept
o:Dept of Administration
1 Civic Square
Carmel, IN 46032 -
DEPARTMENT
Page 1 of 1
PURCHASE ORDER NUMBER
101447
THIS NUMBER MUST APPEAR ON INVOICES, AIP
VOUCHER, DELIVERY MEMO, PACKING SLIPS,
SHIPPING LABELS AND ANY CORRESPONDENCE
DESCRIPTION
General Administration
SHIP 1 Civic Square
TO Carmel, IN 46032 -
PAYMENT TERMS ; FREIGHT
DESCRIPTION I UNIT PRICE
$15,600.00
Sub Total
r�.
EXTENSION
$15,600.00
$15,600.00
/�D I A p•
PLEASE INVOICE IN DUPLICATE_
ACCOUNT PROJECT PROJECTACCOUNT AMOUNT
PAYMENT $15,600.00
SHIPPING INSTRUCTIONS AQP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A
PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN
'SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLI GATED BALANCE IN
•C.O.D. SHIPMENT CANNOT BE ACCEPTED. THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER.
'PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABEL
`THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 A—V
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY - - -
James Crider James Crider
TITLE Administration Administration
CONTROL NO. 101447 CLERK -TREASURER