Loading...
HomeMy WebLinkAbout12-19-18-05/Indiana University/42,800/Update Outcomes Related to Investment RESOLUTION NO.BPW 12-19-18-05 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 Cannel, 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. NOW, THEREFORE, BE IT RESOLVED by the City of Cannel Board of Public Works and Safety as follows: 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. cif 'WI SO RESOLVED this ' l r day of btCeikA2018. CITY OF CARMEL,INDIANA By and through its Board of Public Works and Safety BY: poi\-- 0 James Brainard,Presiding Officer Date: 27)74aigiA•NL Mary Ann urlce2' ?be 8 Date: i� Lori S.W4tson, m Date: id, let I ATT S Christine Pauley, ler T;m* Date: . / SAE Bass\My Documents\BPW-Resolutions\2018\Acknowledge Indiana University.docxl2/3/2018 9:39 AM Indiana University �@ k Community Relations Department-2018 Appropriation#1203 43-593.00; P.O.#102075 Contract Not To Exceed$42,800.00 AGREEMENT FOR PROFESSIONAL SERVICES 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 The Trustees of Indiana University, an educational institution organized under the laws of the State of Indiana (hereinafter"Professional"). RECITALS WHEREAS City owns and is responsible for the operation and maintenance of its property, personnel, public works and infrastructure; and WHEREAS, from time to time, City needs professional assistance in fulfilling its foregoing responsibilities; and WHEREAS, Professional is experienced in providing and desires to provide to City the professional services ("Services") referenced herein; and WHEREAS, City desires to engage Professional 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 Professional mutually agree as follows: 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 Professional as an independent contractor for the Services set forth in attached Exhibit A, incorporated herein by this reference. 2.2 Professional understands and agrees that City may, from time to time, request Professional to provide additional or modified Services to City and such additional or modified Services will be described in a written amendment to this Agreement signed by both City and Professional. SECTION 3 CITY'S RESPONSIBILITIES 3.1 City shall provide such information as is reasonably necessary for Professional to understand the Services requested. 3.2 City shall provide all data required for provision of Services. Professional may assume that all data so (C:\Users\oapue\Desktop`CiryofCumel(Klacik,D)N 150128FINAL.doc:1120/2018 1 16 PMI 1 Indiana University Community Relations Department-2018 Appropriation#1203 43-593.00; P.O.#102075 Contract Not To Exceed$42,800.00 provided is correct and complete. 3.3. City shall arrange for Professional to enter upon public and private property as reasonably required for Professional to perform the Services. 3.4 City shall designate payment of the Services from City budget appropriation number 1203 43-593.00 funds. 3.5 City shall designate the Mayor or his duly authorized representative to act on City's behalf on all matters regarding the Services. SECTION 4 PROFESSIONAL'S RESPONSIBILITIES 4.1 Professional shall perform the Services pursuant to the terms of this Agreement and within any applicable time and cost estimate. 4.2 Professional shall coordinate with City its performance of the Services. 4.3 Professional shall provide the Services by following and applying at all times reasonable and lawful standards as accepted in the industry for an educational institution of higher education. SECTION 5 COMPENSATION 5.1 Professional estimates that the total price for the Services to be provided to City hereunder shall be no more than Forty Two Thousand Eight Hundred Dollars ($42,800.00) (the "Estimate"). Professional 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. City shall pay Professional for all undisputed Services rendered and stated on such invoice within thirty five (35)days from the date of City's receipt of same. 5.2 Professional agrees not to provide any Services to City that would cause the total cost of same to exceed the Estimate, without City's prior written consent. SECTION 6 TERM Unless otherwise terminated in accordance with the termination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be in effect from the Effective Date through November 30, 2018. SECTION 7 MISCELLANEOUS 7.1 Termination 7.1.1 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City or Professional, without cause, upon thirty(30)days' written notice. 7.1.2 The obligation to provide all or any portion of the Services under this Agreement may be terminated (C:\UsmWiaeueDesktop1CiryotCarmel(Klacik,D)N150128FINfil..dac:11/20/2018 1:16 PM] 2 Indiana University Community Relations Department-2018 Appropriation#1203 43-593.00; P.O.#102075 Contract Not To Exceed$42,800.00 by City, for cause, immediately upon Professional's receipt of City's"Notice To Cease Services." 7.1.3 In the event of full or partial Agreement termination, and as full and complete compensation hereunder, Professional shall be paid for all such Services rendered and expenses and non- cancelable commitments incurred as of the date of termination that are not in dispute, except that such payment amount shall not exceed the Estimate. Disputed compensation amounts shall be resolved as allowed by law. 7.2 Binding Effect City and Professional, 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 No Third Party Beneficiaries Nothing contained herein shall be construed to give rights or benefits to anyone other than the parties hereto. 7.4 Relationship Nothing contained herein will be construed as establishing an employer-employee,joint venture, or principal- agent relationship between the parties. In addition, neither party will have the right to incur any debt or expense for the account of the other party except as may expressly be agreed upon by separate written agreement. 7.5 Insurance Each party shall procure and maintain with an insurer licensed to do business in the State of Indiana such insurance as is necessary for the protection of City and Professional from all claims under workers' compensation, occupational disease and/or unemployment compensation acts, because of errors and omissions, because of bodily injury, including, but not limited to, the personal injury, sickness, disease, or death of any of a its employees, agents or contractors and/or because of 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 on attached Exhibit C. Such insurance policies shall not be canceled without thirty(30)days' prior written notice to the other party. 7.7 Default In the event Professional: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Professional'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 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, City shall have the right to terminate all or any part of this Agreement and to exercise any other rights or remedies available to it at law or in equity. 7.8 Government Compliance (C:\Users\nMBuelDesktop\CityolCarmel(KleokAN I50128FINAL.doc:11 R02018 1 16 PM] 3 Indiana University Community Relations Department-2018 Appropriation#1203 43-593.00; P.O.#102075 Contract Not To Exceed$42,800.00 Professional agrees to comply with all laws, executive orders, rules and regulations applicable to Professional's performance of its obligations under this Agreement, all relevant provisions of which being hereby incorporated herein by this reference, to keep all of Professionals' required professional licenses and certifications valid and current. 7.9 Indemnification Professional and City agree to notify one another promptly of any claim made by or expected from a claimant against a party to this Agreement, which claim relates to the subject matter of this Agreement. The parties agree to cooperate to dispose of any such claim. Each party to this Agreement ("INDEMNITOR") agrees to defend, indemnify and hold harmless the other party ("INDEMNITEE") (together with INDEMNITEE'S trustees, officers, employees, agents, or of third parties acting on behalf of or under authorization from INDEMNITEE) from any suits, actions, claims, demands, judgments, costs or liabilities, including attorney fees and court costs at the trial and appellate levels, for any loss, damage, injury or loss of life caused by actions of INDEMNITOR, its trustees, officers, employees, agents or third parties acting on behalf of or under authorization from INDEMNITOR, or City's use of the data, results, or materials, including any products or tangible items developed or made therefrom, received from Professional; provided however, that Professional's obligation to hold City harmless shall be limited in substance by statutes designed to protect and limit the exposure and liability of Professional as an instrumentality of the State of Indiana (e.g., actions and conditions as to which Professional is immunized by the Indiana Medical Malpractice Act, the Indiana Tort Claims Act, dollar limits stated in such Acts, exemption from punitive damages, and the continued ability to defeat a claim by reason of contributory negligence or fault of the claimant), so that Professional's liability to defend, indemnify and hold harmless shall not exceed what might have been its liability to claimant if sued directly by claimant and all appropriate defenses had been raised by Professional. 7.10 Discrimination Prohibition Professional represents and certifies 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. 7.11 E-Verify Pursuant to I.C. § 22-5-1.7 et seq., Professional 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. Professional is further required to execute the attached Affidavit, herein referred to as Exhibit D, which is an Affidavit affirming that: (i) Professional is enrolled and is participating in the E-verify program, and (ii) Professional does not knowingly employ any unauthorized aliens. This Addendum incorporates by reference, and in its entirety, attached Exhibit D. In support of the Affidavit, Professional 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 Professional and delivered to the City's authorized representative. Should Professional subcontract for the performance of any work under this Addendum, the Professional shall require any subcontractor(s) to certify by affidavit that: (i) the subcontractor does not [C:\Users\obague\Decktop1CiryofCarmel(KlecikD)N 150128FINAI..doc:11/20/2018 1:16 PM] 4 Indiana University Community Relations Department-2018 Appropriation#1203 43-593.00; P.O.#102075 Contract Not To Exceed$42,800.00 knowingly employ or contract with any unauthorized aliens, and (ii) the subcontractor has enrolled and is participating in the E-verify program. Professional shall maintain a copy of such certification for the duration of the term of any subcontract. Professional shall also deliver a copy of the certification to the City within seven (7)days of the effective date of the subcontract. If Professional, or any subcontractor of Professional, knowingly employs or contracts with any unauthorized aliens, or retains an employee or contract with a person that the Professional or subcontractor subsequently learns is an unauthorized alien, Professional shall terminate the employment of or contract with the unauthorized alien within thirty(30) days("Cure Period"). Should the Professional or any subcontractor of Professional 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. 7.12 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. 7.13 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 Douglas C. Haney Department of Community Relations Corporation Counsel One Civic Square One Civic Square Carmel, Indiana 46032 Carmel, Indiana 46032 ATTENTION: Nancy Heck PROFESSIONAL: Contractual and Financial Notices: Office of Research Administration Indiana University 980 Indiana Avenue, Room 2232 Indianapolis, IN 46202-2915 Phone: (317)278-3473 Fax: (317) 274-5932 ATTENTION: Director of Research Contracting Notwithstanding the above, City may orally provide to Professional 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. (C:\Usen\nha8ue\Desktop\CiryotCarmel(Klamk,D)N 150128FMAL.doc:11/20/2018 1:16 PM] 5 Indiana University Community Relations Department-2018 Appropriation#1203 43-593.00; P.O.#102075 Contract Not To Exceed$42,800.00 7.14 Effective Date The effective date("Effective Date") of this Agreement shall be July 1, 2018. 7.15 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. 7.16 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. 7.17 Non-Assignment Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without City's prior written consent. 7.18 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. 7.19 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. 7.20 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. 7.21 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. IC:\Users\ague\DesktopCityofCarmel(K)ac,k.D)N150128FINAL.doc:11202018 1:16 PM] 6 Indiana University Community Relations Department-2018 Appropriation#1203 43-593.00; P.O.#102075 Contract Not To Exceed$42,800.00 7.22 Copyright In accordance with its policies, Professional may retain a copy of the data arising out of the performance of this Agreement, and retains the right to use such data or results for its own publication, presentation, instructional or non-commercial research objectives. City acknowledges that various materials which may be used and/or generated by Professional in performance of Services, including forms, job description formats, comprehensive position questionnaire, compensation and classification plan and reports are copyrighted. City agrees that all ownership rights and copyrights thereto lie with Professional, and City will use them solely for and on behalf of its own operations. City agrees that it will take appropriate action with its employees to satisfy its obligations with respect to use, copying, protection and security of Professional's property. 7.23 Personnel Professional 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 City. All of the services required hereunder will be performed by Professional or under his supervision and all personnel engaged in the work shall be fully qualified to perform such services. 7.24 Records and Inspections Professional 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. 7.25 Accomplishment of Project Professional 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. 7.26 Debarment And Suspension 7.26.1 Professional certifies, to the best of its knowledge, by entering into this Agreement that neither it nor its principals nor any of its subcontractors working on the project under this Agreement are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from entering into this Agreement by any federal agency or by any department, agency or political subdivision of the State of Indiana. The term "principal" for purposes of this Agreement means an officer, director, owner, partner, key employee or other person with primary management or supervisory responsibilities, or a person who has a critical influence on or substantive control over the operations of Professional. 7.27 Access to Public Records Act Professional 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 Professional 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 seq., as amended. City acknowledges that its name, the general purposes and total funded amount of this Agreement will be disclosed by Professional to satisfy its reporting requirements and as required by law or regulation. ]C Users Wte8ue\Desktop`.Citya(Cermel(Rlec k,D)N 150128FINAL.doc:11202018 1:16 PM] 7 Indiana University Community Relations Department-2018 Appropriation#1203 43-593.00; P.O.#102075 Contract Not To Exceed$42,800.00 7.28 No Warranty PROFESSIONAL MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING BUT NOT LIMITED TO THE CONDITION OR QUALITY OF THE DELIVERABLES OR THEIR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PROFESSIONAL WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR OR REGARDING ANY CLAIMS, DAMAGES OR LOSSES ARISING OUT OF THE USE BY CITY OR BY ANY PARTY ACTING ON BEHALF OF OR UNDER AUTHORIZATION FROM CITY OF THE DELIVERABLES, OR OUT OF ANY USE, SALE OR OTHER DISPOSITION BY CITY BY ANY PARTY ACTING ON BEHALF OF OR UNDER AUTHORIZATION FROM CITY OF ANY PRODUCT OR TECHNIQUE WHICH IS THE SUBJECT OF THE SERVICES OR IS CREATED OR MODIFIED BASED ON THE DELIVERABLES. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA INDIANA UNIVERSITY by and through its Board of Public Works and Safety BY: BY: A 4k J es Brainard, Presiding Otficer Authorized Signature ate: /iU PH ra Printed Name: Nicole Hague Title: Senior Contract Officer Mary Ann Burke, Member Date: EIN: 356001673 Lori S. Watson, Member Date: 11/20/18 Date: KC I P ID 00539577/N 150128 ATTEST: Christine S. Pauley, Clerk-Treasurer Date: [C.\Usersnha8ue\Desktop\CityolCermel(Kiaci cD)N150128FINAL.dac 1I/102018 1.16 PM] 8 �,,�EAS„ Office of Research Administration 4' :to N 980 Indiana Avenue,Room 2232 p Indianapolis,IN 46202 a3 e. r Phone:(317)278-3473 Fax:(317)274-5932 E-mail:spon2@iupui.edu .4eccexx I N D I A N A UNIVERSITY RESEARCH AGREEMENT THIS AGREEMENT is by and between City of Carmel, a city in the State of Indiana whose offices are located at Carmel City Hall, One Civic Square, Carmel, Indiana 46032, (hereinafter referred to as "Sponsor"); and The Trustees of Indiana University, an educational institution organized under the laws of the State of Indiana, whose address is Office of Research Administration, 980 Indiana Avenue, Room 2232, Indianapolis, IN 46202-2915 (hereinafter referred to as"University"). 1. Scope of Work. University will use reasonable efforts to perform the experiments and studies described in the research proposal entitled "Update Outcomes Related to Investment in City Center Redevelopment Area" which is attached as Appendix 1 and is incorporated herein by reference(hereinafter referred to as the"Research Project"). 2. Principal Investigator. The Research Project will be performed under the direction of Drew Klacik (hereinafter referred to as "Principal Investigator"). In the event the Principal Investigator is unable or unwilling to continue with the Research Project, the parties will attempt to find a mutually acceptable substitute. In the event a mutually acceptable substitute is not found, the Agreement may be terminated in accordance with Paragraph 10. 3. Term. The term of this Agreement is from the Effective date of July 1, 2018 through November 30, 2018. 4. Reports. Upon completion of the research or termination of the Agreement, University will submit a written study report. This report will be due 60 days after termination of this Agreement. 5. Cost and Billings. Sponsor agrees to pay University $42,800 in consideration for the Research Project. Checks will be payable to Indiana University, referring to this Agreement, and will be sent by mail to Trustees of Indiana University, Office of Research Administration, Dept 78867, P.O. Box 78000, Detroit, MI 48278-0867, tax identification number 35-6001673. Payments will be made in accordance with the following schedule: Upon execution of this Agreement $8,560 Upon project completion 34,240 $42,800 6. Equipment. Title to any equipment purchased by University in the performance of the Research Project whether or not purchased with funds provided under this Agreement will remain with University and will be free of all claims, liens, or encumbrances of the Sponsor. Exhibit 7. Publications. Sponsor acknowledges that the free dissemination of information is an important policy of University. In accordance with its policies, University may retain a copy of the data arising out of the performance of this Research Project, and retains the right to use such data or results for its own publication, presentation, instructional or non-commercial research objectives provided that the publication, presentation or use does not disclose any Confidential Information furnished by Sponsor under Paragraph 9 (and defined therein). University agrees that any proposed publication or presentation relating to the Research Project conducted under this Agreement will be submitted to Sponsor for review at least thirty (30) days prior to submission for publication or presentation to remove Confidential Information. As such, the scope of Confidential Information in this publication context does not include the results arising out of the performance of this Agreement. In the event that the proposed publication or presentation contains patentable subject matter which needs protection, University will, upon written request from Sponsor within the initial thirty (30) day review period, delay the publication or presentation for a maximum of an additional 90 days to allow Sponsor or University to file a patent application. 8. Intellectual Property. 8.1 Ownership of intellectual property rights existing as of the Effective Date hereof is not affected by this Agreement, and neither Party shall have any claims to or rights in such prior inventions of the other. 8.2 All improvements, enhancements or modifications of, or new uses for the Sponsor's proprietary materials discovered under the Sponsor's protocol will be the sole property of the Sponsor (hereinafter referred to as "Sponsor Inventions"). University personnel will cooperate with Sponsor in obtaining whatever patent protection or other protection that may be available on the same, and will execute documents deemed necessary by Sponsor for the purposes of securing such patent protection or other protection. Sponsor will reimburse University for reasonable expenses incurred in such efforts. 8.3 All inventions not covered by Section 8.2 made solely by employees of University will be the sole property of University (hereinafter referred to as "University Inventions"). All other inventions made jointly by employees of Sponsor and University will be owned jointly by Sponsor and University (hereinafter referred to as "Joint Inventions"). In either case, the inventions mentioned in this Section 8.3 refer to inventions in connection with work conducted under this Agreement. 8.4 University hereby grants to Sponsor the first option for a worldwide, exclusive, royalty- bearing license to make, use, and sell with a right to sublicense to University Inventions and to University's interest in Joint Inventions as described in Section 8.3. The terms of such license will be reasonable in the circumstances and will be negotiated in good faith between Sponsor and University. The option to license any invention will extend for a time period of six (6) months from the date of its original disclosure to Sponsor. 2 Exhibit A 2� tU 8.5 Title to, and the right to determine the disposition of, any copyrights or copyrightable material, first produced or composed in the performance of this Study, shall remain with University. 9. Confidentiality. A party may, during the term of this Agreement, provide the other party with scientific, technical, business, or other information which is treated by that party as confidential or proprietary (hereinafter referred to as "Confidential Information"). The party receiving such Confidential Information shall be referred to as "Disclosing Party" and the party receiving such Confidential Information shall be referred to as the Receiving Party. Both parties agree that in order to ensure that each party understands which information is deemed to be confidential, all Confidential Information will be in written form and clearly marked as "Confidential," and if the Confidential Information is initially disclosed in oral or some other non-written form, it will be confirmed in writing and clearly marked as "Confidential" within thirty (30) days of disclosure. Each party shall hold such Confidential Information in strict confidence and shall treat such information in the same manner as it treats its own confidential information. The Confidential Information provided to Receiving Party by Disclosing Party will remain the property of the Disclosing Party, and will be disclosed only to those persons necessary for the performance of this Agreement. No indirect or consequential damages or damages based on loss of profits or market share are contemplated or recoverable for breach of confidentiality. The obligations of Receiving Party to maintain confidentiality under this Agreement will survive its expiration or termination and will endure for five (5) years from date of disclosure. The obligation of non-disclosure and non-use of Confidential Information shall not apply to the following: (a) information that is already know to Receiving Party prior to receipt from Disclosing Party, as evidenced by Receiving Party's records; (b) information that becomes publicly known without the wrongful act or breach of this Agreement by Receiving Party; (c) information that has been or is disclosed to Receiving Party by a third party who was not, under any obligation of confidence or secrecy to Disclosing Party at the time said third party discloses to Receiving Party, or has the legal right to do so; (d) information that is developed independently by employees of Receiving Party who had no access to or knowledge of the Confidential Information, as evidenced by Receiving Party's written records; (e) information that is approved for release by written authorization of the Disclosing Party; and (f) information that is required to be disclosed by law (including Indiana Access to Public Records Act) or governmental regulation or to any governmental entity with jurisdiction, provided Receiving Party promptly notifies Disclosing Party, if reasonably practical or possible, ill writing of such request. 3 Exhibit 3c;ç( O 10. Termination. 10.1. Provisions of this Agreement which by their nature contemplate rights and obligations of the parties to be enjoyed or performed after the expiration or termination of this agreement for any reason will not relieve either party of its obligations under this Agreement previous to the effective date of such termination. 10.2. Either Party may terminate this Agreement and/or any associated Research Project Specification upon thirty (30) day written notice to the other Party. Any Research Project Specifications in effect at the time of termination will continue until completed under the terms of this Agreement or terminated under mutually agreeable terms. 10.3. In the event that either party defaults or breaches any material provision of this Agreement, the other party may terminate this Agreement upon thirty (30) days written notice to the party in default or breach, provided however that if the party defaulting, breaching, or failing, within thirty (30) days of the receipt of such notice cures the said default, breach or failure; the Agreement will continue in force and effect. 10.4. If either party should become insolvent or should make any assignment for the benefit of creditors, or should be adjudged bankrupt, or should file a petition in bankruptcy, or is named as debtor in an involuntary bankruptcy proceeding, or if a receiver or trustee of the property of either party is appointed, then this Agreement, at the option of the other party, will terminate, effective on the date notice of such termination is given. 10.5. Should Sponsor terminate this Agreement, Sponsor will reimburse University for all expenditures and non-cancelable commitments incurred prior to termination not to exceed the total amount of the Agreement. 11. Assignment. Neither party may assign this Agreement or any part of it without the written consent of the other party. 12. Indemnification. University and Sponsor agree to notify one another promptly of any claim made by or expected from a claimant against a party to this Agreement, which claim relates to the subject matter of this Agreement. The parties agree to cooperate to dispose of any such claim. Each party to this Agreement ("INDEMNITOR") agrees to defend, indemnify and hold harmless the other party ("INDEMNITEE") (together with INDEMNITEE'S trustees, officers, employees, agents, or of third parties acting on behalf of or under authorization from INDEMNITEE) from any suits, actions, claims, demands, judgments, costs or liabilities, including attorney fees and court costs at the trial and appellate levels, for any loss, damage, injury or loss of life caused by actions of INDEMNITOR, its trustees, officers, employees, agents or third parties acting on behalf of or under authorization from INDEMNITOR, or Sponsor's use of the data, results, or materials, including any products or tangible items developed or made therefrom, received from the Principal Investigator or University; provided however, that University's obligation to hold Sponsor harmless shall be limited in 4 Exhibit !_ substance by statutes designed to protect and limit the exposure and liability of University as an instrumentality of the State of Indiana (e.g., actions and conditions as to which University is immunized by the Indiana Medical Malpractice Act, the Indiana Tort Claims Act, dollar limits stated in such Acts, exemption from punitive damages, and the continued ability to defeat a claim by reason of contributory negligence or fault of the claimant), so that University's liability to defend, indemnify and hold harmless shall not exceed what might have been its liability to claimant if sued directly by claimant and all appropriate defenses had been raised by University. 13. Publicity. 13.1 The parties agree that neither party will use the names or trademarks of the other party, nor any adaptation thereof in any advertising, promotional or sales activities without prior written consent obtained from the other party. 13.2 Sponsor acknowledges that the names and affiliations of Sponsor and the general purposes and budget of the Study are to be made public by Institution to satisfy its reporting obligations or as required by law or regulation. 14. Disputes. Both parties shall work together in good faith in attempt to resolve any dispute arising under this Agreement. Any dispute or proceeding under this Agreement shall be subject to the jurisdiction and venue of the courts of the State of Indiana, United States of America or the United States Federal courts having jurisdiction in Indiana, and both parties hereby consent to the personal jurisdiction and venue of these courts. 15. Independent Contractor. Nothing contained herein will be construed as establishing an employer-employee, joint venture, or principal-agent relationship between the parties. In addition, neither party will have the right to incur any debt or expense for the account of the other party except as may expressly be agreed upon by separate written agreement. 16. Force Majeure. University shall be excused from performing its obligations under an Research Project Specification if performance is delayed or prevented by any cause beyond University's control, including but not limited to, acts of God, fire, explosion, disease, weather, war, insurrection, civil strife, riots, government action or power failure ("Disability"). Performance shall be excused only to the extent of and during the reasonable continuance of such Disability. Any deadline or time for performance specified which falls due during or subsequent to the occurrence of any of the Disability shall be automatically extended for a period of time equal to the period of such Disability. University will promptly notify Sponsor if, by reason of any of the Disability, University is unable to meet any specified deadline or time for performance. 17. Insurance. Institution and Sponsor each shall secure and maintain in full force and effect through the performance of the Agreement (and following termination of the Agreement to cover any claims arising from the Agreement) insurance coverage for: (i) medical professional and/or medical malpractice liability (if applicable to the scope of work); (ii) 5 Exhibit general liability; and (iii) workmen's compensation, each such insurance coverage in amounts appropriate to the conduct of Institution's business activities and the services contemplated by the Agreement and in conformance with applicable legal and regulatory requirements. 18. Warranty. UNIVERSITY MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING BUT NOT LIMITED TO THE CONDITION OR QUALITY OF THE DELIVERABLES OR THEIR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. UNIVERSITY WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR OR REGARDING ANY CLAIMS, DAMAGES OR LOSSES ARISING OUT OF THE USE BY SPONSOR OR BY ANY PARTY ACTING ON BEHALF OF OR UNDER AUTHORIZATION FROM SPONSOR OF THE DELIVERABLES, OR OUT OF ANY USE, SALE OR OTHER DISPOSITION BY SPONSOR BY ANY PARTY ACTING ON BEHALF OF OR UNDER AUTHORIZATION FROM SPONSOR OF ANY PRODUCT OR TECHNIQUE WHICH IS THE SUBJECT OF THE SERVICES OR IS CREATED OR MODIFIED BASED ON THE DELIVERABLES. 19. Debarment. Institution represents, certifies and covenants that it is not currently debarred nor is it proposed for debarment under 21 U.S.C. § 335(a), nor is it otherwise disqualified or suspended from performing a clinical research study or otherwise subject to any restrictions or sanctions by the Federal Drug Administration or any other regulatory authority or professional body with respect to the performance of scientific or clinical investigations (a "Debarred Person"). As soon as Institution becomes aware that any action, suit, claim, investigation, or other legal or administrative proceeding is pending or threatened, that would make Institution performing services hereunder a Debarred Person or would preclude Institution from the performance of the services under this Agreement, it shall notify Sponsor promptly in writing. 20. Miscellaneous. 20.1.The headings in this Agreement are intended solely for convenience or reference and will he given no effect in the construction or interpretation of this Agreement. 20.2.This Agreement, including attached appendices, supersedes all prior oral and written proposals and communications, if any, and sets forth the entire Agreement of the parties with respect to the subject matter hereof and may not be altered or amended except in writing, signed by an authorized representative of each party hereto. The terms in this Agreement take precedence over the protocol. 20.3.The construction and enforcement of this Agreement will be governed by the laws of the State of Indiana, United States of America, without regard to principles of choice of law. The parties acknowledge that this contract is entered into and will be performed in Indiana. 6 Exhibit 20.4.No waiver of any default, condition, provision or breach of this Agreement will be deemed to imply or constitute a waiver of any other like default, condition, provision or breach of this Agreement. 20.5.If any paragraph, term, condition or provision of this Agreement will be found, by a court of competent jurisdiction, to be invalid or unenforceable, or if any paragraph, term, condition or provision is found to violate or contravene the laws of the State of hndiana, then the paragraph, term condition or provision so found will be deemed severed from this Agreement, but all other paragraphs, terms, conditions and provisions will remain in full force and effect. 21. Notices. Notices to be provided between the parties shall be provided to the following individuals for each party: SPONSOR: UNIVERSITY: Contractual and Financial Notices: Office of Research Administration Indiana University 980 Indiana Avenue, Room 2232 Indianapolis, IN 46202-2915 Phone: (317) 278-3473 Fax: (317) 274-5932 IN WITNESS WHEREOF, the parties hereto have caused this Agreement signed by their respective officers duly authorized as the date and year written. INDIANA UNIVERSITY SPONSOR Signed: Date: Signed: Date: Name: Nicole Hague Name: Title: Senior Contract Officer Title: IU KC IP ID:00539577/N 150128 PRINCIPAL INVESTIGATOR Signed: Date: Name:Drew Klacik Title: Indiana University Principal Investigator 7 Exhibit 7r(O APPENDIX 1 Proposal to City of Carmel by the IU Public Policy Institute to update outcomes related to investment in city Center redevelopment area Introduction In 2015,the IU Public Policy Institute completed an interim evaluation of the city of Carmel's City Center and Old Town redevelopment strategies.That study focused on an objective analysis of the fiscal and economic outcomes related to public, private and philanthropic investment in the study area. Additionally,the interim study undertook a qualitative assessment of the public process used to inform, design, construct,and manage the effort to redevelopment city center.The interim study included all investment and activity through the final day of December 2014. The city of Carmel now wishes to update the objective study of outcomes related to public, private and philanthropic investment in the study area between January 1, 2015 and June 30, 2018. Specifically,the study will collect employment, investment(building permits and if necessary project specific construction costs), and gross and net assessed value metrics.That data will then be compared with rates of change for Clay Township, Hamilton County,and other Hamilton County municipalities.The data will also serve to inform a density analysis(per acre)and as source data to estimate the indirect and total economic contributions of the investment during the study period. Study Methods The analysis is logically broken into two key activities:documenting performance and estimating outcomes. Documenting Performance IU PPI will objectively measure changes in investment, employment and property tax base and then compare the rate of change within the study area with Carmel, Clay Township, Hamilton County and other Hamilton County municipalities as appropriate. The primary sources for investment will be building permits,for employment it will be On the Map and other data from American Community Survey and the Bureau of Labor Statistics,the source for assessed value will be the IN Department of Local government finance and local Certified Annual financial reports. The primary analytical construct will be rate of change over time across the various jurisdictions (2015 through 2017,or most recent data available). The data for the project area shall be displayed in bar chart and table form and address total value per year for each metric. Rate of change metrics shall be 8 Exhibit --------- used to enable a comparison with other units of government within Hamilton County and that data will be displayed in a series of line graphs and tables. Estimating Outcomes Two forms of outcome will be considered.One will be the impact of the effort to support higher density development. In order to show that impacts IU PPI researchers will use GIS technology to measure the acres in the project area and the comparative units of government and then create a per acre measure for each performance metric. Data will be displayed over time and in aggregate in chart and table formats. In addition to the density measures IU PPI researcher will estimate the economic contribution of the investment made in the study area (total investment via building permits). Additionally, if the investment data can be disaggregated into public private and philanthropic categories IU PPI will estimate those contributions as well. Finally IU PPU researchers will use employment within the study are to estimate the economic contribution of ongoing operations within the study area. Additional Considerations While IU PPI researchers will use readily available and online data sources to document and compare performances,some of the detail on employment and investment by public,private and philanthropic sector will likely require the assistance of city of Carmel officials. To be included in the outcomes work that data must be document in a manner that is sufficient to assure researchers of its reasonable validity. Deliverables,Cost and Schedule The final product of the study will a report delivered in pdf format by September 14, 2018. A draft report will be delivered to Carmel by August 31. PPI proposes a fixed price contract of$42,800, with 20 percent due upon signing of the contract and the remainder upon delivery of the final report. About IU Public Policy Institute The IU Public Policy Institute delivers unbiased research and data-driven,objective,expert analysis to help public, private,and nonprofit sectors make important decisions that directly impact quality of life in Indiana and throughout the nation.A multidisciplinary institute within the IU School of Public and Environmental Affairs,the Institute also supports the Indiana Advisory Commission on Intergovernmental Relations(IACIR). For over 25 years,the state of Indiana and its communities, as well as partners in other states and countries, have enjoyed access to a non-ideological research organization and neutral voice. Using the knowledge and expertise of staff and faculty, PPI helps leaders,citizens, businesses,and organizations solve problems,seize opportunities,and effect positive change. Drew Klacik is a Senior Policy Analyst whose principal areas of work include economic development, state and local taxation,and affordable housing and neighborhood development policy. Much of his 9 Exhibit A `id-1 0 work is focused on Indiana and trying to understand how these issues interact and affect the quality of life and economic vitality of metropolitan areas. Joti K. Martin began working for the Institute as a Graduate Research Assistant in January 2015 prior to becoming a Program Analyst.Since joining the Institute,Joti has contributed to a number of projects, including the two-year Thriving Communities, Thriving State project,the annual Homeless Count, Crime in Indianapolis: Trends,Sources,and Opportunities for Change,and many more.She has assisted staff with a range of services,from spatial and statistical analyses to data management and collection.Joti holds a Bachelor of Science in Public Safety Management and a Master of Science in Criminal Justice and Public Safety,both from the School of Public and Environmental Affairs at IUPUI. 10 Exhibit EXHIBIT B Invoice Date: Name of Company: Address &Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Goods Services Person Providing Date Goods/Services Provided Cost Per Hourly Total Goods/Services Goods/ (Describe each good/service Item Rate/ Service separately and in detail) Hours Provided Worked GRAND TOTAL Signature Printed Name 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, products-completed operations: General Aggregate Limit (other than Products/Completed Operations): $500,000 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: $500,000 each accident Injury and property damage: $500,000 each accident Policy Limit: $500,000 Umbrella Excess Liability Each occurrence and aggregate: $500,000 Maximum deductible: $ 10,000 EXHIBIT D AFFIDAVIT , 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 h rein have been employed by C\V C� ( v r !kf'(47 i+y (the"Employer") in the position of II e 00 e} .J 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 f V a�1'l n! ice , 20 / . Printed: ___ 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: INDI A RETAIL EXEMPT Page 1 of ci:it ®f (i:alrr]rle]1 0ERTIFICATE NO.0031 0155 002 PURCHASE ORDER'NUMBER FEDERAL EXCISE TAX EXEMPT 102075 ONE CIVIC SQUARE 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES,A/P CARMEL,INDIANA 46032-2584 VOUCHER,DELIVERY MEMO,PACKING SLIPS, FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL-1997 SHIPPING LABELS AND ANY CORRESPONDENCE PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO DESCRIPTION 11/6/2018 372095 IU PUBLIC POLICY INSTITUTE TO UPDATE OUTCOMES —- RELATED TO INVESTMENT INDIANA UNIVERISTY Community Relations VENDOR P.O. BOX 78000 SHIP 1 Civic Square DEPT. 78920 ATT: A/R TO Carmel, IN 46032- DETROIT,MI 48278--0920 PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT 30789 QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION Department: 1203 Fund: 101 General Fund Account: 43-593.00 1 Each IU PUBLIC POLICY INSTITUTE TO UPDATE OUTCOMES $42,800.00 $42,800.00 RELATED TO INVESTMENT Sub Total $42,800.00 / 0V F Riti le ;tl i ' r1t; IMO . l : # ■ f ±: r a i 1 t a s : )'-'. Send Invoice To �r '�''" "� W r Community Relations 1 Civic Square / Carmel, IN 46032- ND I A PLEASE INVOICE IN DUPLICATE DEPARTMENT I ACCOUNT I PROJECT I PROJECT ACCOUNT I AMOUNT PAYMENT $42,800.00 SHIPPING INSTRUCTIONS *NP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A 'SHIP PREPAID. PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBUGATED 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 COMPUANCE WITH CHAPTER 99,ACTS 1945 ` 1.,44,4*el, 1 1 `&. ��� �'i AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY ` Nancy Heck James Crider TITLE Director Administration CONTROL NO. 1 02075 CLERK-TREASURER A