HomeMy WebLinkAboutEden Land & Design, Inc/DOCS Eden Land & Design, Inc.
Community Services Dept. - 2004
Appropriation #404 P.O.#13006
Contract Not To Exceed $6,800.00
/
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 Eden Land & Design, Inc. ("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.
PERFORMANCE:
City agrees to purchase the goods and/or services (the "Goods and Services ) from Vendo using
City budget appropriation number 404 funds. Vendor agrees to provide the Goods and Services
and to otherwise perform the requirements of this Agreement by applying at all times the highest
technical and industry standards.
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 Six Thousand Eight Hundred Dollars ($6,800.00)
(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 sixty (60) 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 accordance 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.
WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreement will conform
to the specifications, samples and/or descriptions thereof furnished to Vendor by City and/or by
Vendor to and accepted by City, 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.
TIME AND PERFORMANCE:
This Agreement shall become effective as of the last date on which a party hereto executes same
,, · " th
( Effective Date ), and bo parties shall thereafter perform their obligations hereunder in a timely
manner. Time is of the essence of this Agreement.
1
Eden Land & Design. Inc.
Community Services Dept. - 2004
Appropriation #404 P.O.#13006
Contract Not To Exceed $6,800.00
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.
LIENS:
Vendor shall not cause or permit the filing of any lien on any of City' s property. 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.
DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of
this Agreement, including Vendor's 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.
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 Vendor's 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 Vendor's 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 claims and suits of
whatever type, including, but not limited to, all court costs, attorney fees, and other expenses,
caused by any act or omission of Vendor and/or of any of Vendor's agents, officers, employees,
contractors or subcontractors in the performance of this Agreement. These indemnification
2
Eden Land & Design, Inc.
Community Services Dept. - 2004
Appropriation #404 P.O.#13006
Contract Not To Exceed $6,800.00
obligations shall survive the termination of this Agreement.
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.
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.
13.
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 th~s Agreement w~thout C~ty s pno written consent.
14.
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.
15.
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.
16.
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.
Eden Land & Design, Inc.
Community Services Dept. - 2004
Appropriation #404 P.O.#13006
Contract Not To Exceed $6,800.00
17.
18.
19.
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
ATTN: , Director,
Douglas C. Haney, City Attorney
Department of Law
One Civic Square
Cannel, Indiana 46032
If to Vendor:
Eden Land & Design, Inc.
4135 Bowman Avenue
Indianapolis, IN 46227
ATTN: Adam D. Thies, President
Notwithstanding the above, notice of termination under paragraph 18 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.
TERMINATION:
18.1 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.
18.2
Either party hereto may terminate this Agreement at any time upon thirty (30) days prior
notice to the other party. 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.
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.
Eden Land & Design, Inc.
Community Services Dept. - 2004
Appropriation//404 P.O.#13006
Contract Not To Exceed $6,800.00
20.
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.
21.
TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph
18 hereinabove, this Agreement shall be in effect from the Effective Date through December 31,
2004, 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.
22.
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.
23.
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.
24.
NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
25.
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.
26.
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.
Eden Land & Design, Inc.
Community Services Dept. - 2004
Appropriation #404 P.O.#13006
Contract Not To Exceed $6,800.00
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
Mar~ Ann/t~u~rke) I~ :ember
Date:
Lori ~ Watson~ ~ber .
Date:[ ~/ ' t~/, /O~
ATTEST:
Di~a Cordray, IAM(
D~te: [ ~lI
C~oec~-Treasurer
EDEN LAND & DESIGN, INC.
Printed Name
Title
SSN if Sole Proprietor:
November 19, 2004
Mr. Michael P. Hollibaugh, RLA, AICP
Director
Department of Community Services
One Civic Square - City Hall
Carmel, Indiana 46032
Re: Agreement for Urban Design Education and Planning - City of Carmel
Dear Mike,
This letter serves as an agreement for services that we have discussed over the past several
weeks. EDEN Land & Design, ]nc. (hereafter "Consultant") will provide various planning and
design services to the City of Carmel, Indiana (hereafter "Client") pertaining to Urban Design
and Planning Education (hereafter "Project"). Services would be for Urban Design Education
and Planning activities as outlined in this document.
SCOPE OF SERVICES
Phase 1: Goal Setting and Curriculum Development
Developing a direction for the project and understanding stakeholder goals and desired
outcomes.
The first phase of this project will create a direction and criteria for the project's outcomes.
This activity will allow the Consultant an opportunity to understand and synthesize various
stakeholder goals, current issues and proi~osed solutions to those issues. [n addition, this phase
will allocate time for the Consultant to develop an educational curriculum for Phase 2 of this
project that will be based on the information and input of Phase 1.
Services:
1.
EDEN will facilitate meetings with the City of Carmel Community Services
staff, Redevelopment Staff and other stakeholders as necessary to set goals
for the project and understand desired outcomes. These meetings will be
discussions with participants chosen and coordinated by City of Carmel
staff.
EDEN will synthesize these discussions into a set of project goals,
community issues to be addressed, and desired project outcomes. This
document will be reviewed and discussed by City of Carmel staff with the
intention that its contents will serve as criteria for the development of the
EDEN Land & Design, inc. 413~ [3owman Avenue Indianapolis, Ii'lite. Ii7 1 [ ~ I"~ /~.~ ~(
317.750.0814 www.ede n[a nddesign.com C,~1~1 ~ D ~ ~
November 19, 2004
Page 2
Duration:
urban design education curriculum to be administered in Phase 2 of this
effort.
EDEN will research and generate presentations that begin to address the
criteria set forth for the project. Each presentation will be self-contained,
that is, it will be usable with or without a presenter being present and will be
formatted for digital posting on a City of Carmel website.
Approximately 30-45 Days
Phase 2: What is "Good" Design & Development?
Building a Solid Foundation of Design and Development Knowledge
The second phase of this effort would be to build a strong education and frame of reference
among the leadership and decision-making bodies of Carmel in the area of "best practices" of
Urban Design and Planning. This phase of the project would seek to address the following
questions (additional questions might be asked as the dialogue changes, etc.):
A. What is the difference between "urban", "urban-style", and "suburban" and why
does it matter?
B. What are some examples of "good" design as they relate to Carmel-sized
communities? Why are they "good?"
C. How do other communities review and regulate design and development in an
innovative way?
D. Who are the players in the Design and Development process? What is traditionally
their role and where have there been innovations in these roles?
Services:
1.
EDEN will facilitate education sessions with City of Carmel leaders and
board members. City of Carmel staff will coordinate these sessions. These
sessions will include:
Consultant Introduction and Project Criteria Presentation
· One City Council Introduction (30 Minutes)
· One Plan Commission Introduction (30 minutes)
· One Redevelopment Commission Introduction (30 minutes)
One Board of Zoning Appeals Introduction (30 Minutes)
"Best Practices" Curriculum Education and Presentation Sessions
· Two Large Group Presentations (Approx. 2 hours each)
· Small Group (mix of Plan Commission/Redevelopment
Commission members) Discussions (2 full days; 2 hour
"appointments" for selected groupings.)
One Community Lecture on Urban Design as it relates to the
questions asked above.
EDEN will create a "Design Binder" that will hold handouts, articles and will
give participants a place to keep materials organized.
"EXHIBIT/ I ....... "
November 19, 2004
Page 3
3. EDEN will organize and lead a one to two day field study tour of Chicago-
area communities, similar in nature to Carmel, where good design has been
a community builder and economic driver. City of Carmel Staff will handle
all logistical arrangements for City of Carmel representatives.
Duration: 1-2 Months
Phase 3: What kind of Urban Design is right for Carmel?
Determining Urban Design and Land-Use Principles for Carmel
In this third phase of the project, the participants will discuss and develop an approach as to
what they would like to see in the future of Carmel, utilizing their education of urban design
"best practices" from Phase 2. This effort would seek to develop a series of understandable,
clear "principles," which are based on understood best practices. These principles would be
an evaluation tool for decision-makers, giving them a criterion for both evaluating development
proposals as well as promoting the kind of development that Carmel would be interested in
seeing in its community.
Service:
1.
EDEN will conduct two "general public" issue identification sessions on the
topic of Urban Design. These will be "town hall" in nature, giving the
general public an opportunity to voice their concerns about urban design.
EDEN will lead this discussion with questions that provoke discussion.
2. EDEN will facilitate two (2) design principle workshops or "charrettes' with
chosen participants. City of Carmel staff will be utilized as additional
facilitators. These participants might include members of City of Carmel
Commissions, Local Development Professionals and other chosen
participants. These workshops will focus on defining general principles for
urban design in Carmel, which would be based on solid best practices of
urban design and development and address the issues presented in the
general public issue identification sessions. One of these workshops will be
during the joint "retreat" session of various commissions.
3. EDEN will create illustrations of these principles in clear, cartoon manner to
act as an understandable visual compared to the regular written text of
codes and ordinances. An illustration sub consultant will be employed for
this effort and this additional cost is outlined later in this agreement.
4. EDEN will create a document of design principles that will be a product of
these discussions and workshops. This will be a desktop published booklet
that will be reviewed and edited by Carmel staff. These edits will be
reasonable in nature, with excessive change orders resulting in additional
fees for this project. Reproduction of this piece will be at the expense of the
City of Carmel.
5. EDEN will create a large format poster or display piece that will promote
and educate the general public on these principals, creating a sense of civic
pride around them and allow general citizens a tool to have criteria to
critique development proposals. This piece could find a home in shops,
EXHIBIT
November19,2004
Page 4
libraries and other civic locations, giving a face to what "design" is in
Carmel. Reproduction of this piece will be at the expense of the City of
Carmel
EDEN will conduct a public presentation on these developed principles to
the general public.
Duration: 1-2 Months
DURATION
The duration of this agreement shall be a maximum of five (5) months from the signing by both
parties. The Consultant and Client shall coordinate efforts to ensure efficient use of time.
Should the project outlined in this agreement last more than five (5) months each party will
review performance and evaluate accordingly.
COMPENSATION/FEES
The Consultant will bill the client at a rate of $85.00 per hour of services, including time for
project meetings to an estimated aggregate project fee total of $32,130.00. At the end of each
month, the Consultant will invoice the Client for work completed and reimbursable expenses
incurred.
The Consultant will also sub-contract with an illustration professional. The combined
aggregate total for this sub-contract will be a lump sum of $1,500.00. This total includes any
additional expenses incurred by the sub-consultant.
This creates an estimated TOTAL PROJECT FEE COST of $33,630.00.
The Client must pay each invoice within 30 days of its receipt or pay a late charge equal to 1%
of the total amount for each month that the invoice is past due. The Consultant will give
monthly updates of accumulated fee totals for services to the Client.
REIMBURSABLE EXPENSES/CITY OF CARMEL COSTS
In addition to the estimated TOTAL PROJECT FEE COST outlined above, the Consultant will be
reimbursed by the Client for all outlined expenses incurred during the course of the project.
These reimbursable expenses will be noticed to the Client prior to the expense where
applicable. These reimbursable expenses will be invoiced monthly for payment within 30 days
as outlined above. We estimate expenses to be $675.00. Expenses include:
Any transportation mileage that is incurred by the Consultant for travel outside of
the indianapolis, indiana region (Carmel is included in this region) will be
reimbursed at the standard iRS mileage rate at the time of the expense.
Any lodging or food costs for field study activities outside of the Indianapolis,
indiana region.
Workshop materials such as markers, poster board, binders etc. that might be
utilized for workshops and sessions.
' EXHIBIT
November 19, 2004
Page 5
4. Co[or Print-outs for review and discussion shall be reimbursed at a rate of $1.00 per
8.5xll page.
5. Any copies made by the Consultant will be reimbursed at cost.
6. Phone charges as they relate to this specific effort.
7. Digital Reproduction (Compact Discs, etc.)
The City of Carmel will be responsible for several costs in the course of this project. Estimated
cost totals for these items are not included in this agreement. These costs will be at the
discretion of the City of Carmel and might include:
1. Coordination of all meeting times and locations with chosen participants by City of
Carmel Staff.
2. Books to be utilized as "text books" to be purchased for chosen participants.
3. Copy costs where applicable (The Consultant will provide a Copy Master when
possible)
4. Reproduction Costs of Posters or Booklets for distribution
5. Any maps, aerial photos or other City of Carmel specific informatiom
6. Cost of any Field Study activities, including transportation, lodging, meals and
associated costs or honorariums.
Conditions
1.
Independent Contractor Status. In performance of the work, duties, and obligations
assumed by Consultant under this Agreement, the parties hereto mutually agree,
intend and understand that Consultant at all times shall act and perform solely as an
independent contractor providing consulting services to Client. In that regard,
Client shall neither have nor exercise any control or direction over the methods by
which Consultant shall perform its work, duties, and obligations.
Non-Exclusiveness. Client shall have the right to engage other consultants who may
be engaged in providing services, advice, and assistance to Client of a similar nature
as that to be provided by Consultant under the terms and conditions of this
Agreement. Furthermore, Consultant may provide services and assistance similar to
that being provided to Client under this Agreement to any other party.
Confidentiality. Consultant, and its members, managers, principals, agents and
representatives, shall maintain the confidentiality of Client's proprietary information,
in its possession or control, and it shall not F~ublish or make known to others,
without the [~rior express written approval of Client, any proprietary information
obtained from the performance of the Scope of Services provided by Consultant
hereunder. This provision shall survive the termination of this Agreement. As used
in this Agreement, "proprietary information" means any business, financial,
technical, property or project specific information, disclosed to or developed by
Consultant with respect to Client's operation, development and business and/or the
Project Services, including, without limitation, financial data, projections, know-
how, activities, actions, analysis, communications, business plans, trade secrets,
documents, contact lists, business concepts and business relationships or targeted
business relationships, and other information (whether or not designated as
"EXHIBIT ... '
November19,2004
Page 6
confidential) furnished at any time (whether orally, electronically or in writing or
other tangible medium) by or on behalf of Client to Consultant or its member,
managers, principals, agents and representatives in connection with any services
provided by Consultant hereunder, except that which is publicly available or in the
public domain at the time disclosed; becomes publicly available or enters the
public domain through any lawful means; or is specifically approved in writing or
by e-mail for release or disclosure by Client without restriction. Consultant agrees
that it shall (a) maintain the strictest confidence with respect to the proprietary
information and not reveal the same to any third parties, and (b) not disclose to any
third party or use the proprietary information for its own benefit or the benefit of any
third party.
Address for Invoices and Notices. All invoices, notices, requests, demands,
consents and other communications required or permitted under this Agreement
shall be in writing and shall be deemed to have been duly and properly given on
the date of service if delivered personally or on the date of mailing if deposited in a
receptacle of the United States Postal Service registered or certified mail, first class
postage prepaid, return receipt requested, addressed appropriately as follows:
if to Client: Mr. Michael P. Hollibaugh, RLA, AiCP
Director
Department of Community Services
One Civic Square
Carmel, Indiana 46032
If to Consultant:
EDEN Land & Design, inc.
4135 Bowman Avenue
Indianapolis, IN 46227
Miscellaneous. This Agreement contains the entire agreement of the parties with
respect to the matters addressed in this Agreement and may not be amended or
modified except by a written instrument executed by both of the parties to this
Agreement. ]f any dispute between the parties should arise with respect to this
Agreement or any provision hereof, whether or not resulting in litigation, the
prevailing party shall be entitled to recover from the other party all reasonable costs,
including, without limitation, reasonable attorneys' fees. This Agreement may be
executed in a number of counterparts each of which shall constitute one and the
same agreement. This Agreement shall be governed and construed in accordance
with the laws of the State of Indiana. Each provision of this Agreement is intended
to be severable; if any term or provision hereof shall be determined by a court of
competent jurisdiction to be illegal or invalid for any reason whatsoever, such
provision shall be severed from this Agreement and shall not affect the validity of
the remainder of this Agreement.
Limit of Liability. Client shall hold Consultant, and its officers, shareholders,
representatives, agents and employees, harmless and indemnified against any
claims, liabilities, losses, cost and expenses (including reasonable attorneys' fees
incurred by or imposed on such parties in connection therewith) arising from or in
"EXHIBIT "
November19,2004
Page 7
10.
connection with the implementation of or development pursuant to any site plan
approved by Client, including but not limited to losses or liability resulting from
personal injury (including death) and property damage.
Indemnity. Each party agrees to indemnify and hold the other harmless against any
and all claims, expenses, demands, costs and fees, including attorney's fees, made
against the other party by any third party in connection with an actionable
misrepresentation, fraud or violation of law concerning this Agreement.
Survival. All of the terms and provisions hereof shall survive the termination of this
Agreement.
Rights to Drawings and Information. The Consultant shall have the right to utilize
all original drawings and information generated by the Consultant for purposes of
reference and marketing by the Consultant. Any original designs or intellectual
property of land design and/or project design shall be owned by the Consultant,
with the Client being granted rights to use such materials for the purpose of
executing the project outlined in this contract.
Termination. Each party shall have the right to terminate this agreement based on
just cause with a minimum of 15-day notice to the other party. The description of
the just cause must be put in writing and agreed to by the other party through a
signed understanding of the just cause.
If the above terms are acceptable, please sign and return one original copy to Eden Land &
Design, Inc. This agreement will commence on the date when both parties have signed the
agreement.
EDEN Land & Design, Inc.
The City of Carmel, Indiana
Adam D. Thies
President
Date:
Signature
Printed:
Title:
Date:
November 19, 2004
Re: Estimated Costs for Agreement for Urban Design Education and Planning - City of Carmel
$85.00 per hour of professional services
PHASE I FEES:
Meetings and Issue/Goal Synthesis
Curriculum - Research/Development
30 hrs $2,550.00
50 hrs $4,250.00
PHASE I FEE TOTAL:
$6,800.00
PHASE 2 FEES:
Introduction Sessions
Education Sessions
Design Binder Development
Field Study Coordination/Participation
10 hrs $850.00
50 hrs $4,250.00
t0 hrs $850.00
40 hrs $3,400.00
PHASE 2 FEE TOTAL:
PHASE 2 EXPENSES (estimated):
Workshop Materials (incurred by EDEN)
Design Binders; 25 @ $15 each (incurred by EDEN)
Field Study Trip (incurred by City of Carmel)
Transportation, Lodging, Meals, Honorarium to Hosts?
$9,350.00
$150.00
$375.00
PHASE 3 FEES:
General Public Issue Identification Meetings (2)
Design Principle Workshops (2) and Preparation
Design Principle Refinement and Creation
Design Principle "Recipe Book" Development
Design Principle Display Piece or Poster
Public Presentation of Principles
30 hrs $2,550.00
40 hrs $3,400.00
30 hrs $2,550.00
40 hrs $3,400.00
40 hrs $3,400.00
8 hrs $680.00
PHASE 3 FEE TOTAL:
PHASE 3 EXPENSES (estimated):
Workshop Materials (incurred by EDEN)
Illustration Subconsultant (sub-contract to EDEN)
Reproduction Costs (as determined by the City of Carmel)
$15,980.00
$150.00
$1,500.00
?
!
EDEN Land & Design, Inc. 4135 Bowman Avenue Indianapolis, Indiana 46227 ~ (¢~ /
317.750.0814 wwwedenlanddesign,com "EXHIBIT,,
November 19, 2004
Page 2
EDEN PROJECT FEE TOTAL:
SUBCONSULTANT TOTAL:
EDEN EXPENSE TOTAL (estimate)
$32~130.00
$1,500.00
$675.00
TOTAL PROJECT COSTS:
PLUS City of Carmel Costs
$34~305.00
?
"EXHIBIT