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HomeMy WebLinkAboutSigned SOW Agreement City of Carmel 20190308 ', I N O V U S. STATEMENT OF WORK AGREEMENT This Statement of Work Agreement (this "Agreement") is entered into on this ao day of February 2019, by and between the Common Council of the City of Carmel, Indiana (the "Council"), whose address is One Civic Square, Carmel, IN 46032 and Ginovus, LLC, an Indiana limited liability company("Ginovus"),whose address is 9 Municipal Drive, Suite I, Fishers, IN 46038. In consideration of the mutual covenants set forth in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties to this Agreement agree as follows: I. Scope of Work Ginovus shall assist the Council with the preparation of a project intake form / application to gather pertinent information from companies considering projects within the City of Carmel and develop an economic impact analysis tool to evaluate such projects, as more fully set forth on Exhibit A- Scope of Services attached hereto (collectively,the"Services"). 2. Rate for the Services a. In consideration for Ginovus' performance of the Services, the Council shall pay Ginovus a fixed fee equal to Twelve Thousand Five Hundred Dollars ($12,500) in two equal installments of Six Thousand Two Hundred and Fifty Dollars ($6,250) each, with the first installment due upon execution of this Agreement and the second installment due thirty-five (35) days thereafter. b. Late fees will be assessed on fees payable to Ginovus by the Council when the fees are not paid in accordance with the terms and conditions stated in the Ginovus invoice sent to the Council. The late fee payment will be assessed monthly at a rate of I% of the balance payable to Ginovus by the Council. { 3. Term and Termination a. This Agreement sh mmence effective as of the date first written above and shall terminate at such time as the Services e been completed (the"Term"). b. Upon 30 days advance written notice to the other party, given in accordance with Section 9(c) of this Agreement, either party,for convenience and without cause, may terminate this Agreement. c. In the event the Council terminates this Agreement in accordance with Section 3(b), the Council shall pay Ginovus for any Services performed prior to the date of termination. ©2002-2017,Ginovus,All Rights Reserved,Confidential A Proprietary INOVUS® 4. C entiaiity Statement It is contemplated that In the course of the performance of this Agreement each party may, from time to time, disclose "Confidential Information," as hereinafter defined,to the other. Each party agrees that for the Term of this Agreement and for so long as such information remains Confidential Information, the receiving par hall keep confidential and shall not publish or otherwise disclose, and will take all reasonable ste prevent disclosure of, such Confidential Information and will not use any Confidential lnf tion except to the extent necessary to perform its obligations under this Agreement;provided, however, that no provision of this Agreement shall be construed to preclude such disclosure of Confidential Information as may be necessary or appropriate to obtain from any governmental agency any necessary approval. For purposes of this Agreement, "Confidential Information" shall mean any information provided by one party to the other hereunder in written or other tangible medium and marked as confidential or, if disclosed orally or displayed, confirmed in writing as confidential within thirty (30) days after disclosure, except (i) any portion thereof which is or becomes generally known to the public through no fault of the receiving party, or (ii) is required to be disclosed by applicable statute, rule or regulation of any court or regulatory authority with competent jurisdiction; provided, that the disclosing party shall be notified as soon as possible and the receiving party shall, if requested by the disclosing party, use reasonable good faith efforts, at the expense of the disclosing party, to assist in seeking a protective order (or equivalent) with respect to such disclosure or otherwise take reasonable steps to avoid making such disclosure. If either party violates this Section 4, the other party may pursue any and all rights and remedies under applicable statutory and common law, including monetary damages. Notwithstanding any other provision of this Section 4 or this Agreement, Ginovus may disclose to its sole member, Taft Stettinius& Hollister LLP ("Taft"), such information about the Council, this Agreement, or the relationship between Ginovus and the Council as may necessary or desirable (a) to enable Ginovus to perform its obligations under this Agreement; or (b) to enable Taft to oversee the activities of Ginovus and/or to perform such administrative functions as Taft or Ginovus may consider appropriate. Taft, as the sole owner of Ginovus, agrees to be bound by the Confidentiality provisions of this agreement. 5. Ownership and Law-Related Services Disclosure The Council acknowledges that, although Ginovus is owned by the law firm of Taft, (i) Ginovus is not a law firm and offers or provides only law-related services, not legal services, whether the services are provided by lawyers or non-lawyer personnel; (ii) this Agreement does not create a lawyer-client relationship between the Council and Ginovus or any of its personnel, nor does it create a lawyer-client relationship between the Council and Taft or any of its lawyers; (iii) because no lawyer-client relationship is created, the protections of the lawyer-client relationship do not exist, including without limitation the attorney-client privilege, protection of confidential client information, avoidance of conflicts of interest, and exercise of Independent judgment; and (iv) in the event the Council desires legal services to be provided In connection with the subject matter of this Agreement, and if the Council desires to engage Taft to provide those legal services, the Council may separately engage Taft for that purpose upon such terms as the Council and Taft may agree. However, Taft is not obligated to accept the Council as its client, and the Council is not obligated to engage Taft, but may engage counsel of the Council's choice. The Council shall not make any representations to any third parties inconsistent with this Section 5. ©2002-2017,Ginovus,All Rights Reserved,Confidently!&Proprietary INOVUS® 6. ogress Reports Ginovus shall provide a reasonable number of updates to the Council throughout the duration of the project, Acceptable forms of progress reporting include, but are not limited to, telephone calls, e-mail, written correspondence and face-to-face meetings. 7. Representations and Warranties a. Ginovus Representations Warranties. Ginovus represents and warrants to the Council that: { (i) Organization and Power. Ginovus is a limited liability company duly organized and validly existing under the laws of the State of Indiana and has all requisite power and authority to enter into this Agreement; (ii) Authorization, Ginovus Is duly authorized by all requisite action to execute, deliver and perform this Agre ment and to consummate the transactions contemplated hereby, and that the same do not conflict e a default with respect to Its obligations under any other agreement; and (iii) Execution&Delivery. Ginovus has duly executed and delivered this Agreement. (iv) Non-Discrimination. Ginovus and 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. b. The Councils Representations and Warranties. The Council represents and warrants to Ginovus that: (i) Organization and Power. The Council has all requisite power and authority to enter into this Agreement; (ii) Authorization. The Council signatory is duly authorized by all requisite action to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, and that ©2002-2017,Ginovus,All Rights Reserved,Confidential&Proprietary INOVUS® the not conflict or cause a default with respect to its obligations under any other agreement; and (iii) Execution & Delivery. The Council has duly executed and delivered this Agreement. 8. E-Verify. Pursuant to I.C. § 22-5-1.7 et seq., Taft, on behalf of Ginovus, shall enroll in and verify the work eligibility status of all newly-hired Ginovus employees using the E-Verify program, if it has not already done so as of the date of this Agreement. Ginovus is further required to execute the attached affidavit, herein referred to as Exhibit B, which is an affidavit affirming that; (i) Taft is enrolled and Is participating in the E-Verify program, and (ii) Ginovus does not knowingly employ any unauthorized aliens. This addendum incorporates by reference, and in its entirety, attached Exhibit B. In support of the affidavit, Ginovus shall provide the City with documentation that Taft has enrolled and is participating in the E- Verify program. This Agreement shall not take effect until said affidavit is signed by Ginovus and delivered to the City's authorized representative. Should Ginovus subcontract for the performance of any work under this addendum, Ginovus shall require any subcontractor(s) to certify by affidavit that; (i)the subcontractor does not knowingly employ or contract with any unauthorized aliens, and (II) the subcontractor has enrolled and is participating in the E-Verify program. Ginovus shall maintain a copy of such certification for the duration of the term of any subcontract. Ginovus shall also deliver a copy of the certification to the City within seven (7) days of the effective date of the subcontract. If Ginovus, or any subcontractor of Ginovus, knowingly employs or contracts with any unauthorized aliens, or retains an employee or contract with a person that Ginovus or subcontractor subsequently learns is an unauthorized alien, Ginovus shall terminate the employment of or contract with the unauthorized alien within thirty (30) days ("Cure Period"). Should Ginovus or any subcontractor of Ginovus 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. • 9. Miscellaneous. a. Entire Agreement. This Agreement constitutes the entire and sole agreement between the parties with respect to the subject matter hereof and supersedes any prior agreements, negotiations, understandings, or other matters, whether oral or written, with respect to the subject matter hereof. This Agreement cannot be modified, changed or amended, except for in writing signed by a duly authorized representative of each of the parties. b. Assignment. Neither party may assign or delegate this Agreement or any rights, duties or obligations hereunder to any other person and/or entity without prior express written approval of the other. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. 0 2002-2017,Ginovus,All Rights Reserved Confidential&Proprietary GINOVUS. c. Notices. Any notice required or permitted to be given under this Agreement shall be in writing and shall be either (a) sent by Federal Express (or other nationally recognized courier service) for overnight delivery, or (b) sent by United States registered or certified mail, return receipt requested, postage prepaid and addressed to the parties, at their respective addresses set forth in the preamble of this Agreement. Such notices shall be effective (i) one (I) business day after delivery by Federal Express (or such other nationally recognized courier service), if sent by Federal Express (or by such other nationally recognized courier service) for overnight delivery or (ii) four (4) business days after deposit in the mails, if mailed by registered or certified mail. d. Severability. If any provision of this Agreement is declared invalid or unenforceable, such provision shall be deemed modified to the extent necessary and possible to render it valid and enforceable. In any event, the unenforceability or Invalidity of any provision shall not affect any other provision of this Agreement, and this Agreement shall continue in full force and effect, and be construed and enforced, as If such provision had not been included, or had been modified as above provided,as the case may be. e. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana without giving effect to its choice of law principles. All parties to this Agreement agree to submit to the jurisdiction of any state or federal court located in Hamilton County, Indiana,to resolve any dispute arising from,through, or in any manner related to this Agreement. f. Titles and Headings: Rules of Construction. Titles and headings to sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. Whenever the context so requires the use of or reference to any gender includes the masculine, feminine and neuter genders; and all terms used in the singular shall have comparable meanings when used in the plural and vice versa. g. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. h. Attorneys' Fees. In the event that any party to this Agreement Is required to retain the services of any attorney to enforce or otherwise litigate or defend any matter or claim arising out of or in connection with this Agreement,then the prevailing party shall be entitled to its reasonable attorneys' fees and costs from the other party. IN WITNESS WHEREOF, the parties, by their duly authorized representatives, have caused this Agreement to be executed as of the date first written above. COMMON COUNCIL OF THE GINOVUS, LLC CITY OF CARMEL, INDIANA By: By: ► Printed: Printed: E Cu���vL �Wna5 J tikrt( 'r' Title: Title: Ex -A_ 2002-2017,Glnovus,NI Rights Reserved,Confidential&Proprietary ` F" INOVUSe Exhibit A—Scope of Services The Services to be provided to the Council by Ginovus pursuant to this Agreement shall consist of: 1. Development of a project intake form/application to gather pertinent data,to include: a. Corporate end user and/or developer background b. Existing and/or new jobs c. Average annual salary d. Real estate and personal property capital investment e. Site and building information f. Competing locations for the project g. City assistance being requested 2. Creation of an economic impact analysis tool to evaluate projects,to include consideration of: a. Real estate and personal property taxes b. Local option income taxes c. Food and beverage taxes d. Number of new community residents e. Number of new K— 12 students ©2002-2017,Ginovus,Al!Rights Reserved Confidential tL Proprietary EXHIBIT B AFFIDAVIT err `7 (7; r,v�... ,being first duly sworn, deposes and says that he/she is familiar with and as 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 A,,,,v vs , LL L (the "Employer") in the position of e.r,V e— 11V.I n-a-�, 0t.(- :�� 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 an affiliate of Taft Stettinius & Hollister LLP ("Taft"), and Taft is enrolled and participates in the federal E-Verify program on the Employer's behalf. The Employer has provided documentation of such enrollment and participation to the City of Carmel,Indiana. 5. The Employer does not knowingly employ any unauthorized aliens. FURTHER AFFIANT SAYETH NOT. EXECUTED on the 2 day of Gtre/ ,20 t . "� OFFICIAL SEAL pi '>.?', CHRISTY MARKLEY PLUMMER �' 1 NOTARY PUBLIC-INDIANA e.n ra ei a My Camm.E res July 26,2aza Printed: i 15'}i. 1,i14,. I�Lovi 1 ,.1 vu tC( 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. 7.h r Printed: (_ (Y I L1r 1 C