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HomeMy WebLinkAboutEvan Lurie Consultant/AdminEvan Lurie Consultant Administration Department - 2004 ~ppropriation #1205 404.01; P.O.#07569 Contract Not To Exceed $90,000.00 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement"), is hereby made and entered into by and between the City of Carmel, Indiana, by and through its Board of Public Works and Safety (hereinafter "City"), and Evan Lurie (hereinafter "Consultant"). RECITALS WHEREAS the City of Carmel wishes to designate an area of the Old Town area as an "Arts District" (hereinafter "District"); and WHEREAS the City wishes to attract art galleries, designers and others to locate in the Arts District; and WHEREAS, City wishes to engage consultant to relocate to the Carmel area and promote economic development and redevelopment within the Arts District and to otherwise perform the duties set forth in greater detail in Exhibit A, attached hereto and incorporated hereby by reference (the "Services"); and NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions set forth herein, City and Consultant mutually agree as follows: SECTION 1. INCORPORATION OF RECITALS The foregoing Recitals are hereby incorporated into this Agreement and made a part hereof. SECTION 2. 2.1 2.2 SCOPE OF SERVICES City desires to engage Consultant as an independent contractor for the Services and fees as set forth in attached Exhibit A. Consultant understands and agrees that City may, from time to time, request Consultant to provide additional or modified Services, the scope of which shall be as requested and defined by City and as agreed by Consultant and attached hereto in the order approved by City. 2.3 Time is of the essence of this Agreement. Evan Lurie Consultant Administration Department - 2004 ~ppropriation #1205 404.01; P.O.#07569 Contract Not To Exceed $90,000.00 SECTION 3. CITY'S RESPONSIBILITIES 3.1 City shall provide such information as is reasonably necessary for Consultant to understand the Services requested. 3.2 City agrees to prepare~ a purchase order setting aside the sum of the Estimate, as shown in Exhibit A, to pay for the Services provided during the time period covered by the Estimate, and to indicate City budget appropriation number Sub Department 1205, General Administration, Line, 404.01 funds as being that from which such Services are to be paid on said purchase order. 3.3 City shall designate an authorized representative to act on the City's behalf on all matters regarding the Services. SECTION 4. CONSULTANT'S RESPONSIBILITIES 4.1 Consultant shall perform the Services pursuant to the terms of this Agreement and within any applicable time and cost estimate. 4.2 Consultant agrees that it will not provide any Services to City during the time period covered by an Estimate if the provision of same would cause the total cost of the Services provided to City during such time period to exceed the Estimate mount, without prior written City approval. 4.3 Consultant shall coordinate with City regarding its performance of the Services. 4.4 Consultant shall provide the Services by following and applying at all times reasonable and lawful standards as accepted in the industry. SECTION 5. COMPENSATION 5.1 Consultant fees [the Estimate] for the Services to be provided to City hereunder shall total no more than Eighty Thousand Dollars ($80,000.00) per year, payable at a rate of $100 per hour, provided that Consultant provides no less than forty-eight (48) hours of Services to the City each month in which this Agreement is in effect, plus a total of no more than Ten Thousand Dollars ($10,000) per year in reasonable travel and other expenses (the "Estimate"). Consultant shall submit an invoice to City within fifteen (15) days after the last day of each month for Services and expenses provided City during previous month. Invoices shall be submitted in such detail and format as is mutually agreeable to the parties, and shall be paid by the City within thirty (30) days from the date of receipt. 5.2 Consultant 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. Evan Lurie Consultant Administration Department - 2004 Appropriation #1205 404.01; P.O.#07569 Contract Not To Exceed $90,000.00 SECTION 6. TERM Subject to the termination provisions set forth in Section 7.1 below and the necessary appropriation and availability of funds by City, this Agreement shall be in effect from November 1, 2003 through October 31, 2007, a period of four Contract years (the "Initial Term"), and shall thereafter, on the first day of November in each year, automatically renew for a period of one (1) year. SECTION 7. MISCELLANEOUS 7.1 Termination. 7.1.1 This Agreement may be terminated by either party at any time and without penalty for cause or in the event sufficient monies are not appropriated or available to City to fund same, and without cause or penalty at the end of the Initial Term or on any November 1st thereafter. ..2 In the event City terminates this Agreement before the completion of the Initial Term for a reason other than cause or the unavailability of funds, then City shall pay Consultant, as liquidated damages and not as a penalty, the sum of Ten Thousand Dollars ($10,000.00). This sum shall be in addition to any other amounts owed Consultant for Services actually rendered pursuant to this Agreement prior to its termination. 7.2 Binding Effect. City and Consultant, and their respective officers, officials, agents, partners and successors in interest are bound to the other as to all Agreement terms, conditions and obligations. 7.3 Third Party Beneficiaries. Except as expressly set forth herein, nothing contained herein shall be construed to give rights or benefits to anyone other than tl~e parties hereto. 7.4 Relationship. The relationship of the parties hereto shall be as provided for in this Agreement, and neither Consultant nor any of its agents, employees or contractors are City of Carmel, Indiana ("City") employees. Consultant shall have the sole responsibility to pay to or for its agents, employees and contractors all statutory, contractual and other benefits and/or obligations as they become due. Consultant hereby warrants and indemnifies City for and from any and all costs, fees, expenses and/or damages incurred by the same as a result of any claim for wages, benefits or otherwise by any agent, employee or contractor of Consultant regarding or related to the subject matter of this Evan Lurie Consultant Administration Department - 2004 Appropriation # 1205 404.01; P.O.#07569 Contract Not To Exceed $90,000.00 Agreement. This indemnification obligation shall survive for two (2) years following the termination of this Agreement. 7.5 Insurance. Consultant shall procure and maintain with an insurer licensed to do business in the State of Indiana for the entire term of this Agreement such insurance as is necessary for the protection of City and Consultant from all claims by Consultant or all employees, agents and contractors of Consultant, if any, for or under any workers' compensation, occupational disease and/or unemployment compensation law. Evan Lurie Consultant Administration Department - 2004 g(ppropriation #1205 404.01; P.O.#07569 Contract Not To Exceed $90,000.00 7.6 Liens. Consultant shall not cause or permit the filing of any lien on any of City's property. In the event such a lien is filed and Consultant fails to remove it within ten (10) days after the date of filing, City shall have the right to pay or bond over such lien at Consultant's sole cost and expense. 7.7 Government Compliance. Consultant agrees to comply with all laws, executive orders, rules and regulations applicable to Consultant's performance of his obligations under this Agreement, and ail relevant provisions thereof are incorporated herein by this reference, and Consultant agrees to indemnify and hold harmless City from any and all losses, damages, costs, attorney fees and/or liabilities resulting from any violation of same. This indemnification obligation shall survive for two (2) years after the termination of this Agreement. 7.8 Indemnification. Consultant shall indemnify and hold harmless City, and its respective officers, officials, employees and agents, from all losses, liabilities, claims, judgments and liens, including, but not limited to, all damages, costs, expenses and attorney fees arising out of any negligent act, error or omission of Consultant or any employee, agent or contractor of Consultant, if any, in the performance of this Agreement. City shall indemnify and hold harmless Consultant, and his respective employees and agents, from all losses, liabilities, claims, judgments and liens, including, but not limited to, all damages, costs, expenses and attorney fees arising out of any negligent act, error or omission of City or any employee, agent or contractor of City in the performance of this Agreement. These indemnification obligations shall survive for two (2) years after the termination of this Agreement. 7.9 Discrimination Prohibition. Consultant represents and warrants that Consultant and all employees, agents and contractors of Consultant, if any, shall comply with all 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 for two (2) years after the termination of this Agreement. Evan Lurie Consultant Administration Department - 2004 /~ppropriation # 1205 404.01; P,O.#07569 Contract Not To Exceed $90,000.00 7.10 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision shall be stricken, and all other provisions of. this Agreement which can operate independently of same shall continue in full force and effect. 7.11 Notice. Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to this Agreement shall be written and either hand-delivered or sent by prepaid U.S. certified mail, return receipt requested, addressed to the parties as follows: CITY: City of Carmel Carmel City Hall One Civic Square Carmel, 1N 46032 ATTN: Mayor Brainard (with a copy to the City Attorney, Department of Law, same address) CONSULTANT: Evan Lufie 414 N. Robertson Blvd. West Hollywood, CA 90048 Notwithstanding the above, City may orally provide to Consultant any notice required or permitted by this Agreement, provided that such notice shall also then be sent as required by this paragraph within five (5) business days from the date of such oral notice. 7.I2 Effective Date. The effective date ("Effective Date") of this Agreement shall be November 1, 2003. 7.13 Governing Law; Lawsuits. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, except for its conflict of laws provisions, as well as by all ordinances and codes of the City of Carmel, Indiana. The parties agree that, in the event a lawsuit is filed hereunder, they waive any right to a jury trial they may have, agree to file such lawsuit in an appropriate court in Evan Lurie Consultant Administration Department - 2004 Appropriation #1205 404.01; P.O.#07569 Cor~tract Not To Exceed $90,000.00 Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same. 7.14 Waiver. Any delay or inaction on the part of either party in exercising or pursuing its rights and/or remedies hereunder or under law shall not operate to waive any such rights and/or remedies nor in any way affect the rights of such party to require such performance at any time thereafter. 7.15 Non-Assignment. Consultant shall not assign or pledge this Agreement nor delegate its obligations hereunder without City's prior written consent. 7.16 Entire Agreement. This Agreement contains the entire agreement of and between the parties hereto with respect to the subject matter hereof, and no prior agreement, understanding or representation pertaining to such subject matter, written or oral, shall be effective for any purpose. No provision of this Agreement may be amended, added to or subtracted from except by an agreement in writing signed by both parties hereto and/or their respective successors in interest. To the extent any provision contained in this Agreement conflicts with any provision contained in any exhibit attached hereto, the provision contained in this Agreement shall prevail. 7.17 Representation and Warranties. Each party hereto represents and warrants that it is authorized to enter into this Agreement and that any person or entity executing this Agreement on behalf of such party has the authority to bind such party or the party which they represent, as the case may be. 7.18 Headings. All headings and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof. 7.19 Advice of Counsel. The parties warrant that they have read this Agreement and fully understand it, have had an opportunity to obtain the advice and assistanqe of counsel throughout the negotiation of same, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. Evan Lurie Consultant Administration Department - 2004 g(ppropriation # 1205 404.01; P.O.#07569 Contract Not To Exceed $90,000.00 EXHIBIT "A" The Arts District Consultant shall, under and pursuant to the direction and control of the Mayor of the City of Carmel, Indiana, or his designee, advise and participate in the economic development and revitalization of the City of Carmel Old Town District at the rate of $100 per hour for a total amount not to exceed Eighty Thousand Dollars ($80,000.00) per year, plus a total amount not to exceed Ten Thousand Dollars ($10,000.00) per year for reasonable travel and other expenses related thereto. Evan Lurie Consultant Administration Department - 2004 .~ppropriation #1205 404.01; P.O.#07569 Contract Not To Exceed $90,000.00 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, BY AND THROUGH ITS BOARD OF PUBLIC WORKS AND SAFETY EVAN LURIE BY: James Brainard, Presiding Officer Date: Mary Ann/~u~ke, M_~mber , ~ Date: Evan Lurie Date: FID/TiN: SSN if Sole Proprietor: ~'~'~-