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HomeMy WebLinkAboutVeridical/Mayor/30,000/Convention Center Analysis Veridical, LLC Mayor's Office-2013 Appropriation#1203/4359300; P.O.#26811 Contract Not To Exceed$30.000.00 rOtOp AGREEMENT FOR PROFESSIONAL SERVICES \`o 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 Veridical, LLC (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. When City desires additional Services from Professional, the City shall notify Professional of such additional Services desired, as well as the time frame in which same are to be provided. Only after City has approved Professional's time and cost estimate for the provision of such additional Services, has encumbered sufficient monies to pay for same, and has authorized Professional, in writing, to provide such additional Services, shall such Services be provided by Professional to City. A copy of the City's authorization documents for the purchase of additional Services shall be numbered and attached hereto in the order in which they are approved by City. 2.3 Time is of the essence of this Agreement. Veridical_LLC Mayor's Office-2013 Appropriation#1203/4359300; P.O. #26811 Contract Not To Exceed$30.000.00 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 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 1203/4359300 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. 4.4 Professional agrees not to perform the Services for any other person or entity located within One Hundred (100) miles of the City's corporate limits during the Term of this Agreement 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 Thirty Thousand Dollars ($30,000) (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 sixty (60) 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. Veridical, LLC Mayor's Office-2013 Appropriation 41203/L1359300: P.O. #26811 Contract Not To Exceed$30.000.00 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 December 31, 2013, 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. 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,without cause, upon thirty (30) days' advance written notice. 7.1.2 The obligation to provide all or any portion of the Services under this Agreement may be terminated 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 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. The relationship of the parties hereto shall be as provided for in this Agreement, and neither Professional nor any of its agents, employees or contractors are City employees. Professional 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. Professional hereby warrants and indemnifies City for and from any and all costs, fees, expenses and/or damages incurred by City as a result of any claim for wages, benefits or otherwise by any agent, employee or contractor of Professional regarding or related to the subject matter of this Agreement. This indemnification obligation shall survive the termination of this Agreement. Veridical. LLC Mayor's Office-2013 Appropriation#1203/4359300; P.O. #26811 Contract Not To Exceed$30.000.00 7.5 Insurance. Professional shall procure and maintain with an insurer licensed to do business in the State of Indiana such insurance as is reasonably 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 Professional's 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. Such insurance policies shall not be canceled without thirty (30) days' prior written notice to City. 7.6 Liens. Professional 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 Professional 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 Professional's sole cost and expense. 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 and non-compete responsibilities; (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, without liability to Professional and to exercise any other rights or remedies available to it at law or in equity. 7.8 Government Compliance. 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, and to indemnify and hold harmless City from any and all losses, damages, costs, liabilities, damages, costs and attorney fees resulting from any failure by Professional to do so. This indemnification obligation shall survive the termination of this Agreement. 7.9 Indemnification. Professional 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 intentional or negligent act or omission of Professional and/or any of its employees, agents or contractors in the performance of this Agreement. This indemnification obligation shall survive the termination of this Agreement. Veridical. LLC Mayor's Office-2013 Appropriation#1203/4359300: P.O.#26811 Contract Not To Exceed$30,000.00 7.10 Discrimination Prohibition. Professional represents and warrants 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. This indemnification obligation shall survive the termination of this Agreement. 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 and execute the Affidavit attached hereto as Exhibit C, affirming that Professional is enrolled and is participating in the E-verify program and does not knowingly employ any unauthorized aliens. Professional shall also provide the City with documentation confirming that it has enrolled and is participating in the E-Verify program. This Agreement shall not take effect until said affidavit is executed by Professional and delivered, along with confirming documentation, to the City's authorized representative. Should Professional subcontract for the performance of any work under this Agreement, Professional shall require any subcontractor(s) to certify by affidavit that: (i) the subcontractor does not knowingly employ or contract with any unauthorized aliens, and (ii) the subcontractor has enrolled and is participating in the E- verify program. Professional shall maintain a copy of such certification(s) for the duration of the term of the subcontract and deliver a copy of same 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 alien, or retains an employee or contract with a person that 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. Should the Professional or any subcontractor of Professional fail to timely do so,the City may immediately terminate this Agreement without consequence. 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: Veridical, LLC Mayor's Office-2013 Appropriation#1203/4359300: P.O. #26g11 Contract Not To Exceed$30,000.00 CITY: City of Carmel and Douglas C. Haney Department of Administration Carmel City Attorney 1 Civic Square, City Hall 1 Civic Square, City Hall Carmel, Indiana 46032 Carmel, Indiana 46032 ATTENTION: Mayor Brainard PROFESSIONAL: Veridical, LLC 302 Old Germantown Road Brooksville, Kentucky 41004 ATTENTION: William E. Greiner, President&CEO 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 five (5) business days from the date of such oral notice. 7.14 Effective Date. The effective date ("Effective Date") of this Agreement shall be the date on which the last of the parties hereto executes same. 7.15 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, 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. 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. Veridical. LLC Mayor's Office -2013 Appropriation#1203/4359300; P.O. #26811 Contract Not To Exceed$30.000.00 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. 7.22 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 Professional's supervision and all personnel engaged in the work shall be fully qualified to perform such Services. 7.23 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. 7.24 Accomplishment of Services Professional shall commence, carry on, and complete the Services with all practicable dispatch, in a sound economical and efficient manner, in accordance with the provisions thereof and all applicable laws. In Veridical. LLC Mayor's Office -2013 Appropriation#1203/4359300: P.O.#26811 Contract Not To Exceed$30,000.00 accomplishing the Services, Professional shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on within City's organization, if any. 7.25 IRAN CERTIFICATION. Pursuant to I.C. § 5-22-16.5, the Professional hereby certifies that it does not engage in investment activities within the Country of Iran. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA VERIDICAL, LLC by and through its Board of Public Works and Safety BY::// //(j ///// BY: A/�/1' 6, -cam+--��1 L �f�2..- __. flames Brainard, Presiding Officer Authori d Signature Date: i/ ;//„? n / 274 Prin ed Name: V /.4,6t F,r7 &Title: Ma Ann B rke Member- // Date: i —` '-o-1 3 FIDITIN: liS—SG ore 9S Last Four of SSN if Sole Proprietor: Lori S. Wat n, Meynber Date: 014/3' Date: 2/7-0(C3 Attesting Lori Watson and Mary Ann Burke's ATTEST: signatures only. �Diid�nottwwitness Mayor signature. Dana�tClerk-Treasurer Date: n)/Nv jl3 EXHIBIT A SERVICES TO BE PERFORMED AND INCORPORATED IN FEASIBILITY STUDY i Compile demographic information on subject and competing markets r Compile data and complete evaluation of markets, business partners and competitors on local, regional and state levels • Research and identify markets considered to be best suited to meet the needs of the Client's mission Separate and break down the markets to identify those most likely to utilize the proposed site and facility > Research and identify individual organizations,associations and corporations that fall within the parameters of those most likely to utilize the proposed site and facility Identify the individuals within the selected organizations, associations and corporations that make the site selections for their events r Identify the individuals who plan the events, should they differ from the site selection committee, and compile a separate list r Contact with as many individuals as possible to obtain the requirements for each of their events i Compile all data received from all efforts and begin a general needs evaluation to determine the interest and need for a facility at the proposed site. This will include minimum and maximum space requirements for each type public space that may be incorporated in a facility • Using all data compiled, make a recommendation on the type and size facility to be constructed This segment will include front and back of house requirements > Provide an estimate of general site requirements for facility being recommended > Provide an estimate of general hard construction costs .> Provide an estimate of general facility furnishing inventory requirements along with costs • Identify and outline revenue sources and provide annual income estimates from each i Provide general guideline of operating expenses i Provide additional opinions, suggestions and recommendations based on the data collected and from our own personal experience 7 Present final report in a formal presentation i Provide printed copies of the final report VERIDICAL, LLC 302 Old Germantown Road, Brooksville, KY 41004 (513) 608-3005 wgreiner @veridical.info www.veridical.info RESOLUTION NO. BPW-02-20-13-03 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 Carmel 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. SO RESOLVED this atinD day of c , 2013. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: James Brainard, Presiding Offi er II dte: c la 1. Ma A Burke, -mber Date: Lori S. Wa son, Mem er Date: � 1,0 /( 3 ATTEST: eft Dia a Cordray, IMCA, • erk- reasurer Date: 6 cY D /3 Z IE BassWy Documents\EPW-Resolutions\2013Acknowledge VERIDICAL PSA 2.5-13.daa216120t31016 AM