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HomeMy WebLinkAboutLS Olds Consulting/CRC/61,440/CRC Project Mgmt LS Olds Consulting ✓ CRC-2013 1y Appropriation#; P.O.# mot i Contract Not To Exceed $61,440.00 Y c4eRO` AGREEMENT FOR PROFESSIONAL SERVICES 1. 1.! acit 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 LS Olds Consulting, LLC (hereinafter"Consultant"). RECITALS WHEREAS City is responsible for the planning, development and redevelopment of certain economic development areas located within the City limits or as otherwise authorized by law; and WHEREAS, the City needs a Director to coordinate its activities and to provide it with administrative and project management services, to assist it in fulfilling its foregoing responsibilities and to otherwise perform the duties set forth in greater detail in Exhibit A, attached hereto and incorporated hereby by reference (the "Services"); and WHEREAS, Consultant is experienced in providing and desires to provide to City the Services referenced herein; and WHEREAS, City desires to engage Consultant 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 Consultant mutually agree as follows: SECTION 1. INCORPORATION OF RECITALS The foregoing Recitals are hereby incorporated into this Agreement and made a pad hereof. SECTION 2. SCOPE OF SERVICES 2.1 City desires to engage Consultant as an independent contractor for the Services set forth in attached Exhibit A. 2.2 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 the City and as agreed by Consultant and attached hereto in the order approved by the City. 2.3 Time is of the essence of this Agreement. tNlr'AiaV(r.\Wrai Jala. dwnLLAW'/I vI]Itul;Sn,k Go J,Sm]3iil]WS OL])S CO\'SALTING 1111][IOC I/212111]I P14 AM) • LS Olds Consulting CRC-2013 Appropriation#; P.O.# Contract Not To Exceed$61,440.00 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 shall arrange for Consultant to enter upon public and private property as reasonably required for Consultant to perform the Services. 3.3 City shall designate payment of the Services from City budget appropriation number 4350900 funds. 3.4 City shall designate an authorized representative to act on 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 shall coordinate with City its performance of the Services. 4.3 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 Subject to subsection 5.2 below, Consultant estimates that the total price for the Services to be provided to City hereunder shall be no more than Sixty Thousand Dollars ($60,000.00) per year (the "Estimate"). Consultant 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. 5.2 City agrees to provide Consultant with a Cell Phone Allowance of up to One Hundred Twenty Dollars ($120.00) per month in addition to the compensation provided in subsection 5.1 above. 5.3 Subject to subsection 5.2 above, 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. SECTION 6. TERM Subject to the termination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be in effect from January 1, 2013 through December 31, 2013, and shall thereafter, on the first day of January in each subsequent year, automatically renew for a period of one (1) year. I1uvn.QMIn. eWm w1minlARbM1aruMm(S.x..&Gn6 S..,'20 LS OOti CONSUITINO EOL.d. 12121111I]4AMI LS Olds Consulting • CRC-2013 Appropriation#; P.011 Contract Not To Exceed$61.440.00 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 Consultant, without cause, at any time upon delivery to the non-terminating party of a "Notice of Termination." 7.1.2 In the event of full or partial Agreement termination, and as full and complete compensation hereunder, Consultant shall be paid for all such Services rendered and expenses 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 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 the 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 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 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. 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. ['Js Jrp''., v Jaffa-aM4iLLAP'ILwWPnI$nnAGml.s,o.U,lvs OIDS ConsuLnac mudo,1212IU IOgi AMq LS Olds Consulting CRC-2013 Appropriation#; P.O.# Contract Not To Exceed $61,440.00 7.7 Government Compliance. Consultant agrees to comply with all laws, executive orders, rules and regulations applicable to Consultant's performance of its obligations under this Agreement, all 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 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 of any employee, agent or contractor of Consultant, if any, in the performance of this Agreement. This indemnification obligation 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 two (2) years after termination of this Agreement. 7.10 E-Verify Pursuant to I.C. § 22-5-1.7 et seq., if Consultant hires any employees, Consultant shall enroll in and verify the work eligibility status of all of its employees using the E-Verify program, and shall execute the attached Affidavit, herein referred to as Exhibit C, which is an Affidavit affirming that: (i) Consultant is enrolled and is participating in the E-verify program, and (H) Consultant does not knowingly employ any unauthorized aliens, and shall provide the City with documentation that it has enrolled and is participating in the E-Verify program. Should Consultant subcontract for the performance of any work under this Agreement, the Consultant shall require any subcontractor(s) to certify by affidavit that: (i) the subcontractor does not knowingly employ or contract with any unauthorized aliens, and (H) the subcontractor has enrolled and is participating in the E-verify program. Consultant shall maintain a copy of such certification for the duration of the term of any subcontract. Consultant shall also deliver a copy of the certification to the City within seven (7) days of the effective date of the subcontract. If Consultant, or any subcontractor of Consultant, knowingly employs or contracts with any unauthorized aliens, or retains an employee or contract with a person that the Consultant or subcontractor subsequently learns is an unauthorized alien, Consultant shall terminate the employment of or contract with the unauthorized alien within thirty (30) days ("Cure Period"). Should the Consultant or any subcontractor of Consultant fail to cure within the Cure Period, the City has the right to terminate this Agreement without [YLLn n:yil'IWry,kla.,,I,,I1.AW\aryluNIP,,,r Sv�x A G,,LL.Sm121113'I.SCIUIS CONSULTING 2Ul 1d,,:112112!112 1 144 Ai,\Il LS Olds Consulting CRC-2013 Appropriation#; P.O.# Contract Not To Exceed S61,440.00 consequence. The E-Verify requirements of this Agreement will not apply, should the E-Verify program cease to exist. 7.11 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. 7.12 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 Attention: Mayor Brainard Carmel City Attorney One Civic Square One Civic Square Carmel, Indiana 46032 Carmel, Indiana 46032 CONSULTANT: LS Olds Consulting, LLC 10902 Forest Lake Court Indianapolis, IN 46278 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. 7.13 Effective Date. The effective date ("Effective Date") of this Agreement shall be the date on which the last of the parties hereto executes same. 7.14 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 Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same. I\Uo t,,pp Ilpp„p,L'alnunl.ANbharxN'nJSwRr,],5cA3o eu.S Ows con SULnttc ID pitc./21rzn1ln Ash LS Olds Consulting CRC-2013 Appropriation#; P.O.# Contract Not To Exceed S61,440.00 7.15 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. 7.16 Non-Assignment. Consultant shall not assign or pledge this Agreement nor delegate its obligations hereunder without City's prior written consent. 7.17 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. 7.18 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. 7.19 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. 7.20 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. 7.21 Iran Certification. Pursuant to I.C. § 5-22-16.5, the Consultant shall certify that, in signing this document, it does not engage in investment activities within the Country of Iran. (remainder of page intentionally left blank) 1�4�a,TNOnNnv data-a,muNARMLVUTAP,al�Sn,R Ga.L svc+@ouVS oLU1 CONSULlmG B1U.dn.1/21/101]II6 Ash LS Olds Consulting CRC-2013 Appropriation#; P.O.# Contract Not To Exceed$60,000.00 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA LS OLDS.CONSULTING, LLC by and through its Board of Public Works and Safety BY: BY: James Brainard, Presidi g Officer Authorized Signature Date: I U Printed Name: (-&s s . o L17 Y/�/i- Title: oWNQK Ma) ft2ri n u e, Member Datec2 FID/TIN: Last Four of SSN if Sole Proprietor: Lori on, McJ�ber Date: 1 72/3 Date: -/ 1°/13 ATTEST: Attesting Lori Watson and Mary Ann Burke's signatures only. Did not witness Mayor signature. • I Diana Cordray, IAMC, •rk-Treasurer Date: d' 2.v 73 'J,n pP3,W,adv+-.1minUAWWmoaPn,CS,u 3 G,d,Sw,2012 MnsAlsaantALS ODDS CONSUL1TNG 2012d 712/2VIL124:03 P14 Exhibit A Tasks • Oversee there development of Carmel City Center and the Old Town Arts and Design District • Coordinate master planning of Carmel's blighted and underused sites • Organize and lead land planning for specific projects working with Architectural and Engineering consultants • Work with City Agencies to coordinate efforts of CRC and City operations • Order all land surveys, environmental inspections, property appraisals and cost estimates for potential CRC projects • Coordinate with CRC private development partners on public/private projects for the City Arts and Design District • Work with CRC Legal teams and Director of Operations on various CRC projects • Market CRC long range development projects to the private sector development community • Work with all City utilities on relocation and replacement of utilities in City Center and the Arts and Design District • Other duties as assigned. r QeQ0L A aG RESOLUTION NO. BPW-02-20-13-07 Oat RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING RECEIPT OF CONTRACT WHEREAS, pursuant to Indiana Code 36-1-4-7, the City of Carmel, Indiana ("City"), is authorized to enter into contracts; and WHEREAS, pursuant to Indiana Code 36-4-5-3, the City's mayor shall sign all contracts of the City; and WHEREAS, pursuant to his authority under Indiana law, the City's mayor, the Honorable James C. Brainard,has 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 arc incorporated herein by this reference. 2. The receipt of the Contract is hereby acknowledged. 3. The Contract shall be promptly filed in the office of the Clerk-Treasurer and thereafter made available to the public for review. SO RESOLVED this Sii±day ofcJ , 2013. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety (/James Brainard, Pr siding Of _er It ate: ! '� . . ii M ry An Burke, Me. ber Date: % / /I�� Lori S.WAtso , /Y'/Tiber Date: _o r ATTEST: Diana Cordr tClerk-Treasurer Date: ,a 3 nIssvrappslluser data-admin\LAW1E BasslMy DocumentsBPW-Resolutions\2013\Acknowledge LS Olds PSA 2-12-13 BPW 02-20-13-07.docx2,nno1333a PM