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HomeMy WebLinkAboutIHS Global Insight - Comprehensive Economic Analysis Study of theCity Central District and the Arts and Design District - $15,000INSIGHT 24 Hartwell Avenue Lexington, MA 02421 -3158 USA January 3, 2011 Les Olds Executive Director City of Carmel, Indiana Carmel Redevelopment Commission 30 West Main Street Carmel, IN 46032 Dear Les: Enclosed please find the fully- executed Agreement for Professional Services between City of Carmel, Indiana and IHS Global Insight (USA) Inc. Should you have any questions, or need any further assistance, please do not hesitate to contact Brendan O'Neil directly at 610.490.2549. Thank you for being a valued Customer of IHS Global Insight. Kindest Regards, Ocvd Ocati_ Carol Moore Sales Operations IHS Global Insight, Inc. Carmel Redevelopment Commission - 2010 Contract Estimate: $15,000.00 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement ") is hereby made and entered into by d b tween the City of Carmel Redevelopment Commission ( "CRC "), and IHS Global Insighi, Inc., ( "Pro ional "). RECITALS WHEREAS, CRC is, responsible for a myriad of redevelopment needs in the Carmel, Indiana community, and its primary duties and powers are set forth in I.C. 39 -7 -14; and WHEREAS, from time to time, CRC needs professional assistance in fulfilling its foregoing responsibilities and duties; and WHEREAS, Professional is experienced in providing and desires to provide to CRC the professional services ( "Services ") referenced herein; and WHEREAS, CRC desires to engage Professional as an independent contractor for the purpose of providing to CRC the Services referenced herein; NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions set forth herein, CRC 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 OP SERVICES 2.1 CRC 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 CRC may, from time to time, request Professional to provide additional or modified Services to CRC. When CRC desires additional Services from Professional, the CRC shall notify Professional of such additional Services desired, as well as the time frame in which same are to be provided. Only after CRC has approved Professional's time and cost estimate for the provision of such additional Services, has 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 CRC. K.m wusnd Sca.vM.arrt Wan FhC, -,4OeananCAWWNiIS MODAL &SperCwC.['muWw.rm..d tos..m.1.41I/I1fl *O131 PRO INS Global Insight, Inc. Carmel Redevelopment Commission - 2010 Contract Estimate: $15,000.00 SECTION 3. CRC'S RESPONSIBILITIES 3.1 CRC shall provide such information as is reasonably necessary for Professional to understand the Services requested. 3.2 CRC shall provide all data reasonably required for the provision of the Services. 3.3. CRC shall arrange for Professional to enter upon public and private property as reasonably required for Professional to perform the Services. 3.4 CRC shall designate an authorized representative to act on CRC'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 CRC its performance of the Services. 4.3 Professional shall provide the Services by following and applying at all tunes reasonable and lawful standards as accepted in the industry. SECTION 5. COMPENSATION 5.1 Professional estimates that the total price for the Services to be provided to CRC hereunder shall be no more than Fifteen Thousand Dollars ($15,000.00). Professional shall submit an invoice to CRC no more than once every thirty (30) days for Services provided CRC during the time period encompassed by such invoice. CRC shall pay Professional for all undisputed Services rendered and stated on such invoice within forty -five (45) days from the date of CRC's receipt of same, or be subject to the lesser of one percent (1%) or the highest percentage allowed by applicable law of such unpaid and undisputed invoice amount for each month same remains unpaid. SECTION 6. TERM Subject to Professional sending the CRC a renewal quote for the Services defined herein, 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, 2010, 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. �C'OusrY. M2A satesttaep s, totem Skt.`t.wtaatahmliltabpv n, GLOW/ tisour MMt•1amoo has,.va c".a.J. IU1:0310 12v P►n 1HS Global insight, Inc. Carmel Redevelopment Commission - 2010 Contract Estimate: $15,000.00 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 CRC or Professional, without cause, upon thirty (30) days' prior written notice. In the event of termination of the Services, for any or without cause, CRC will pay Professional the fees and expenses incurred by or due to Professional for any Services performed prior to the date of termination. 7.1.2 The obligation to provide all or any portion of the Services under this Agreement may be terminated by CRC, for cause, upon giving Professional 30 days written notice and an opportunity to cure in the form of CRC'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. Disputed compensation amounts shall be resolved as allowed by law. 7.2 Binding Effect. CRC 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 CRC 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 CRC for and from any and all costs, fees, expenses and/or damages incurred by CRC 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. 7.5 Insurance. Professional 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 CRC 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 sass.Lss1 Sateraaaprl Boma Fk.C.rMW..i11'en/0PV'aI GLOBAL BUNG NC.tb000O P.*..-4 kn.w du. IW1J.9t0:M nil IHS Global Insight, Inc. Carmel Redevelopment Commission - 2010 Contract Estimate: $15,000.00 7.6 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 B. Such insurance policies shall not be canceled without thirty (30) days' prior written notice to CRC. Professional shall not cause or permit the filing of any lien on any of CRC'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, CRC shall have the right to pay or bond over such lien at Professional's sole cost and expense. 73 Default. Either party may terminate this Agreement, any schedule of Services or licenses granted under such schedules if: (a) the other party hereto commits a breach of any material term or condition of this Agreement and does not cure such breach within thirty (30) days of written notice thereof; (b) Professional fails to perform the Services as specified; (c) Professional 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 CRC specifying same; or (d) the transfer of one of the party's assets to an assignee for the benefit of creditors, to a receiver or to a trustee in bankruptcy, or if a proceeding is commenced by or against the other party for relief under bankruptcy or similar laws and such proceeding is not dismissed within sixty (60) days, or the party is adjudged bankrupt. Neither party has the right to terminate for cross default. Either party's termination of this Agreement for an uncured breach of a material term or condition contained herein will terminate all scopes of Service(s). 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 CRC from any and all tosses, 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 CRC as well as its officers, officials, employees and agents, from any and 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. x136 ".141.. /..)1.w.,14a0C.WadaLk.WiC WWW4ru CLOWLsl$1urt WC •ISOOOOU nsurwais 64.4:1 113/3010 119 PM MS Global Insight, Inc. Carmel Redevelopment Commission - 2010 Contract Estimate: $15,000.00 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 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. 7.12 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: CRC: Les Olds, Executive Director Carmel Redevelopment Commission 30 West Main Street, Suite 220 Carmel, Indiana 46032 With a copy to: Douglas C. Haney Carmel City Attorney One Civic Square Carmel, Indiana 46032 PROFESSIONAL: (pSt of IHS Global Insight, Inc. 1150 Connecticut Ave. N.W. Suite 401 Washington, DC 20036 ATTENTION: Brendan O'Neil Notwithstanding the above, CRC 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. retwrma a1 Seanea.J?91*..1$4,"0■Teapga, booze PoNCueatOulaelltYAThroWti S OWBAl&MKT B1C• iMMB1 homed Sen.a.2.c1I11 VINO 2 2y R.Q IHS Global Insight, Inc. Carmel Redevelopment Commission - 2010 Contract Estimate: $15,000.00 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 Jaws provisions, as well as by all ordinances and codes of the CRC 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. 7.15 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. Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without CRC's prior written consent. 7.17 Entire Agreement. This Agreement and any exhibits attached hereto contain 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. IC' IDr.. owrarttarl.>• W) 901toa lttaw ,tlTsogn.!lamaFdctlComtatWtaali CAMFV611Htc9nsu616MTUQ'.lY WRat/•1rodfmisi.44,41 lt1J(!O 1 P1114 IHS Global Insight, Inc. Carmel Redevelopment Commission - 2010 Contract Estimate: $15,000.00 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 Copyright. CRC 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. CRC agrees that all ownership rights and copyrights thereto lie with Professional, and CRC will use them solely for and on behalf of its own operations. CRC agrees that it will take appropriate action with its employees to satisfy its obligations with respect to the use, copying, protection and security of Professional's property. [This portion of the page intentionally left blank] Jro mm. d& ary4∎, Jl aolts ste+ ararRprairamaticr.nntae.10CAMEYWOs MODAL alItirt WC LOW 01) MO= mud irrth›.dod In2M41.1 LWnil INS Global Insight, Inc. Cannel Redevelopment Commission - 2010 Contract Eetiamte: 515.000.00 721st Professional represents that it has or will secure at its own expense, all personnel required in performing the Services required under this Agreement. Such personnel shall not be employees of or have any contractual relationship with CRC. All of the Services required hereunder will be perforrned by Professional or under its supervision and all personnel engaged in the work shall be fully qualified to perform such Services. 7.22 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. CRC shall have free access at all proper tithes to such records and the right to examine and audit the same and to make transcripts there from, and to inspect all program data, dots, proceedings and activities. 7.23 Accornplislunentg[Projec( Professional shall continence, 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. In accomplishing the project, Professional shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on within CRC's organization. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CrlY OF CARMEL REDEVELOPMENT COMMISSION (.t) 5:') IHS GLOBAL INSIGHT, INC BY; Rt Les Olds, Executi or Authorized signature Date: /� a /® Printed Name: QcuN p F Title S EmI O4 ale,d f G IU G D id &.TeA FID/TIN: sJ — 0245/ 21 Date: / /it d/o aaww,n..aaaader+maoan►otalltate "auto te.tm,=:1Uo....ter ,a.1 4 GLOBAL INSIGHT IBS GLOBAL INSIGHT (USA) INC. Consulting Agreement Agreement for consulting services (the' Agreement') made this day of . 200 between IHS Global insight (USA) inc., a Delaware corporation (1118 GLOBAL INSIGHT), with oMces at 24 Hartwell Avenue, Lexington. MA 02421 -3158, and ('Glenn) With offices at 1. SERVICES A. Pursuant to the terms of this Agreement. IHS GLOBAL INSIGHT shall provide to Client the mustang services described in Exhibit A, attached hereto (*the Services"). Exhibit A may be amended or supplemented from Urge to time by additional written Emddblis setting forth the Services to be provided applcable ages therefor, and the new Term, If any, provided that such additional Exhibits are signed by an authorized representative of each pasty to be &hectare. This Agreement. together with all Exhlb1s. shall be referred to as'Agraement'. B. Client is receMng hereunder a non•exdusive, non - transferable, IMmtted scene to utilize the Services for Internet use within the Client's organization and such Services stall not be redistributed, republished. or otherwise made avatiabte by Client to any third party, without the prior written consent of IHS GLOBAL INSIGHT. C. Upon execution of this Agreement, Client shaft designate one Ind►ddual within Its organization who shalt be authorized to give approvals and otherwise act on Client's behalf 1» animation wlth this Agreement, and Client shall so advise IHS GLOBAL INSIGHT. D. This Awes:sert does not pco tde for (1) access to IHS GLOBAL INSIGHT computers or software or (it) the license to use WS GLOBAL INSIGHT databases In mechthereadabte form. My such amass or use shad only be provided by a separate agreement for services to be exeaded by the parties. E. Thiss Agreement Is ronexdrsfve and the parties may enter Into similar agreements with other parties. 2. PAYMENTS A. Client agrees to pay IHS GLOBAL iNSIGHT for the Services In accordance with the charges and payment schedule set forth in Exhibit. B. A charge of 4.75% of the fees lo be paid hereunder by Client Mali be added to said fees to cover all miscellaneous end overhead expenses Incurred by HS GLOBAL INSIGHT in providing Client with the Services. C. Payment by Client to HS GLOBAL INSIGHT for the Services shall be made within thirty (30) days of receipt by Client of a IHS GLOBAL INSIGHT Invoke covering the Services performed and the charges therefor. All of the prices hereunder are exchrsive of any taxes. Client shaft be responsible for any federal, state, or local sates. use, Canadian Goods and Services, property. VAT or similar IOUs that are or mey be Imposed an transactions hereunder. HS GLOBAL INSIGHT may assess a late charge at an annual rate not exceeding eighteen percent (18%) an all amounts payable under Wds Agreement witch Client has not paid MOM thirty (30) days of the dale of the IHS GLOBAL INSIGHT Invoice. In addition to aft of its other rights and remodies, i1S GLOBAL INSIGHT may suspend performance of any or all Services horoumder as long as any such amount remains unpefd more than thirty (30) days after the Client's receipt of the invoice. 3. TERM AND TERMINATION A. This Agreement shall be for a term commendng on the date hereof and ending with the completion of the Services by HS GLOBAL INSIGHT (the'Term'). • 8. TMs Agreement may be terminated by either party for material ixeadh by 'heather party provided that the terminating party gives thirty (30) days prior wrhten notice and the other party fads to sae or correct the breach Whin such notice period. In the event of any such termination, Chord shall pay 1H$ GLOBAL INSIGHT for a0 Services aatsfaotorfy performed by IHS GLOBAL INSIGHT and for an work -in- progress up to the date of termination. 4. OWNERSHIP AND CONFIDENTIALITY A. Nothbg herein shall be deemed to transfer any proprietary rights to Client in the Services or any part thereof and Client agrees that all such rights betong to and shad continue to belong to 018 GLOBAL INSIGHT and Its licensers. Client agrees lo cooperste with the reasonable requests of IHS GLOBAL INSIGHT to protect its proprietary rights. B. For purposes of INs Agreement. ' ConddenlaI Information" shall mean Information and data received by either party front the other party. NobMU siandbig the foregotter. Information and data shall not be loaned lo be Confde lid lnfonna0on If such Information or data p) was subslantlalb known by the receiving party at the lime of such dlsdossre; (U) was knowwn to the public at the time of such disclosure or becomes brown to the public (other than by act of the recelvIng party) subsequent to such dLsdosura; 00) Is disclosed lawfully to the receiving party by a tied party; (Iv) 12 developed Independently by the receiving party without reference to the Confidential tnfornaton; (v) is approved te writing by the &closing party for disdosure by the receiving party;, or (vi) Is required by taw to be dbdosed by the receMAng party, provided that the receiving party gives the dlsdostng party prior written notice of such required disclosure. The redplent of any Confidential Infbrnaton from the other party hereunder shalt not disclose to any thbd parry firm, corporation, Individual, or other entity, any Car:Mantlal tnfomhaUon whIch it reoelvea from the disedoetrg party except that 1145 GLOBAL INSIGHT may disclose such Confidential bnfonnalon to Its employees In connection with petfonning the Services hereunder. The recdvbig party shall use the same degree of care In safeguarding the Confidential information as the receiving party uses for Its own conftdental and proprietary InrornaUOn. but In no event less than reasonable tare. S. DtSCLAIMERS AND LIMITATION OF LIABILITY; INDEMNITY A. If honed by Plant in writing and M suffident detail of a material error in the Services within three (3) manta of completion, 1115 GLOBAL INSIGHT shall usa reasonable efforts to attempt to correct such error. Notwithstanding. neither HS GLOBAL INSIGHT nor Its aft nor any of their thIrd party licensors warrants the accuracy or adequacy or the Services. nor shalt they have any liabftty for cry errors or omissions therein NEITHER 113 GLOBAL INSIGHT, ITS AFFILIATES, NOR ANY OF THEIR THIRD PARTY LICENSORS MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED FROM THE USE OF ANY DATA OR OTHER SERVICES PROVIDED HEREUNDER OR THAT SUCH DATA OR OTHER SERVICES WILL BE ERROR FREE AND THEY MAKE NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. B. IN NO EVENT SHALL IHS GLOBAL INSIGHT, ITS AFRUATES. OR ANY OF THEIR THIRD PARTY UCENSORS HAVE ANY LIABILITY FOR LAST PROFITS OR FOR INDIRECT. SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LIABILITY TO ANY PERSON ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITY. IN NO EVENT SHALL THE CUMULATIVE LIABILITY OP 1118 OLDBAL INSIGHT. ITS AFFILIATES AND OF THEIR THIRD PARTY UCENSORS HEREUNDER EXCEED THE LESSER OF (1) THE AMOUNTS PAID TO iHS GLOBAL INSIGHT DURING THE TERM. PROVIDED, HOWEVER THAT FOR PURPOSES OF THIS SECTION 5 (8), THE TERN SHALL BE LIMITED TO A MAXIMUM OF TWELVE (12) MONTHS. AND 01) S10.000, WHICH SHALL BE CLIENT'S EXCLUSIVE REMEDY AGAINST IHS GLOBAL INSIGHT, iTS AFF1LiATES AND THEIR THIRD PARTY LICENSORS UNDER THIS AGREEMENT. C. M declaimers herein shall not be applicable (o [Whittles that cannot be waived under Slate or Federal law. D. IHS GLOBAL INSIGHT wB defend at its expense any tegat proceeding brought against Client to the extent that It is based on a dann that the use of the Services by Ctamt In compliance with 11* bans of this Agreement Infringes upon a copyright or U.S. patent and iNS GLOBAL INSIGHT will pay al damages and costs awarded by a court In connection with ouch claim. provided that CUanr (1) gives prompt written notice of the claim to H8 GLOBAL INSIGHT; (11) gives IHS GLOBAL INSIGHT sole control of the defense or settlement of the claim; and (01) provides to HS GLOBAL INSIGHT all neeeasaty infommten, assistance, end authority to defend; and, provided further, (hat such Indemnification shall not apply If or to the emderd the Infringement resells from tnfarrmstan or other materials provided to IHS GLOBAL INSIGHT by Client. Should any portion of the Services become, or In IHS GLOBAL INSIGHTs opinion be direly to become the subject of a dabo of Infringement. IHS GLOBAL INSIGHT shad, as Clients sots and e xciuslve remedy, elect to (1) obtain for Client at IHS GLOBAL I NSIGHf's expense the right to use such portion, or (0) repeat or modify such portion so that the Services become non :Infringing, or (0) remove the Infringing portion and grant to Client a. credit prorated to reflect the portion of the overall fees paid by CEent attributable to such EXHIBIT 4. 1 � q pimuagm UAW IL INSIGHT portion of the Services. 'The foregoing states the alike debility of HS GLOBAL INSIGHT with respect to infringement of any tntelteclual Property rights. E. In the event Client redistributes. repubBshes or otherwise per mits use of the Services in violation of this Agreement, Cent shall indemnify, defend and hold 1HS GLOBAL. INSIGHT harmless from any loss. damage or claim arising from We Agreement. S. GENERAL A. During the Temp and for e period of twelve (12) months thereafter, neither party ruin stanch or hire any employee of the other, provided that nothing herein shad prevent the hiring of any person though an advertisement placed in a publication of general dreuialtoh or through the Internet. 8.1119 GLOBAL iNSiGHT Is performing the Sendcea as an independent contractor. This Agreement does not create any aduad or apparent agency, partnership or relationship of employer and employee or master and servant between the parties hereto. C. Except for marketing literature. publicity releases, reference lists and other commurdca4ons to the pub6o, IHS GLOBAL INSIGHT agrees not to disclose the Identify of Client as a customer of IHS GLOBAL INSIGHT or use CllantS trademarks without the prior written consent of Client. D. Netter party shalt have any liability tar any defaults or delays resulting from circumstances beyond its reasonable control. in no event shall HS GLOBAL INSIGHT be table for any claim arising one (1) year or more prior to the institution daft E. This Agreement constitutes the entire agreement between the parties with rem to its subject matter and supersede any and ail other representations, slatemunls, warranties and tm• derstar>dings whether vattten or oral, rah respect hereto. No alteration or amendment of this Agreement shall be effective unless signed by authorized representatives of both parties. F. The provisions and terms of any purchase order issued by Client In conjunction with this Agreement and be of no effect and shall net In any way extend or an the terms and =Mons eat forth in this Agreement unless expressly accepted In writing by IHS GLOBAL INSIGHT.. G. The tenure of either party to enforce any provision or right of this Agreement shall not be construed as a srrgrett waiver. I-1. Ttds Agreement is not assignable by enter party without the other's written permission and Is btmfing upon the successors of each party lo the Agreement CUENTj Name: Tine: Data IHS GLOBAL INSIGHT (USA) INC. Consulting Agreement i. This Agreement shall be governed and Integrated in accordance with the laws of the Commonwealth of Massachusetts. AO ciatnts arising in connection with this Agreement shalt be brought by the parties to the courts in We Commonwealth of Massachusetts and the pates hereby consent to the exclusive Jurisdiction of such courts. J. Client ecknowtedges that under the laws of the US. or aft countries %dnere iHS GLOBAL INSIGHT does business, it is untawtui for IHS GLOBAL INSIGHT, is parents, affiliates and subsidiaries, directly or Indhacliy, to make any payment or to give anythhtg of value to arty foreign ofpdal (other than a foreign official whose duties are essentially admtntatrattvelcf tcei) or to any foreign polidad party, any official of a foreign political ply or any candidate for foreign al office for Use purposes of Influencing any action or failure to tales action on the part of such parson in connection with the obtaining. retaining or direang of business to any person or company. Client vdli nat. directly or Indirectly, make any such payment whin this Agreement Is in effect. K. Services provided by OHS GLOBAL INSIGHT under this Agreement and Exhibit A may contain tachrdcat data (e g., erhesypllon technology) the export, re- export. transfer or safe of whIth le controlled by U.S. export control taws. IHS GLOBAL INSIGiiT vile export the Services in accordance with this Agreement consistent with U.S. taws and Client agrees that diversion of the Services oortant hh U.S. haw is prohiblted. Client acknowledges that other Wien' lays may apply to the Services. in parllnrlar, several Jurisdictons have controls that may apply to the Services containing encryption technology. Ardingiy, an express consideration for receipt of the Services, Client agrees to comply with an appacabte taws that may impose regbtrauo►, reposing, licensing or other requirements an the Services. L. My data contained In to Services and used by, for, or on behalf of the U.S. Government, Its agencies and/or Instrumantailles Is provided with UMITEO RIGHTS set forth In Utis Agreement. Any software contained 1 the Sendces which la used by, or an behalf of the U.S. Government. Is provided with RESTRICTED RIGHTS set foth In this Agnecmeft. Use, duplication, or disclosure of data ardlor software by the U.S. Government is subject to rasbtcton$ as set forth In the Rights in Technical Data and Computer Software clause at FARS 12.211 and 12.21ga) and/or Commerdal Computer Software as DEARS 227.7202. 1(ej or subparagraphs (c)(1) and (2) of the Commercial Computer Software- Restricted Rights at 48 CFR 52.227-19, as appllcsble. Manufacturer is IHS Global Insight Inc., 24 Hartwell Avenue, Lexington, Massachuseta. )HS GLOBAL INSICJHT (USA) WC, By: Name: TiUa Data EXHIBIT A 2-d0 ( ulorsg' INSIGHT CONSULTING AGREEMENT Statement of Work IHS GLOBAL INSIGHT (USA) INC. EXHIBIT A This Statement of Work, dated as of September 28, 2010, ("Statement of Work`) is entered into pursuant to the Consulting Agreement between IHS Global Insight (USA) Inc. ('IHS GLOBAL INSIGHT") and City of Carmel, Indiana ("Client.') dated June 23, 2010 ('Agreement`). Capitalized terms In this Statement of Work and not defined herein are used with the meanings ascribed to them in the Agreement. WHEREAS, Client and IHS GLOBAL INSIGHT are parties to the Agreement, and WHEREAS, the parties desire to amend the Agreement. NOW THEREFORE, In consideration of the premises set forth in this Amendment, the parties hereto agree as follows, t. IHS GLOBAL INSIGHT shall fumish to Client the Consulting Services described below: IHS Global Insight shall conduct a comprehensive Economic Impact Analysis study of the qty Central District and the Arts and Design District Task 1 - The project will begin with an on -site visit to review the plans for the City Central District and the Arts and Design District, public/private investment levels, previously commissioned studies, etc. The sharing of this information will serve as foundationai input to the analysis. Task 2 — Global Insight shall develop a representative sample (through direct Interviews) of businesses In the districts to better understand their business practices and economic transaction patterns. Task 3 - The planning and survey data will be analyzed utilizing the IMPLAN input - output model based on the local economy. Task 4 — Development of deliverables - The output of the modeling will be a quantification of the following: • The number of direct, increct and induced Jobs created as a result of the creation and continued operations of the City Central District and the Arts and Design District • The wages paid to those workers • The tax revenues resulting from the existence of the City Central District and the Arts and Design District • The economic contribution made to the local economy by the City Central District and the Arts and Design District and how that contribution fits Into the overall regional economy. • The main deliverable will be a summary report, plus data tables, that presents findings of the EIA study as well as the EIA methodology. Accompanying the report will be a PowerPoint presentation that summarizes the key findings of the study. • Deliverables will be available ninety (90) calendar days from receipt of a signed notice to proceed from the City of Carmel 2. PAYMENT The consulting fee shall be US$15.000. One -half of the consulting fee shall be paid upon execution of the Agreement and the remaining one -half shall be paid upon delivery of the Consulting Services. In additlon to an of the other rights and remedies, GLOBAL INSIGHT may suspend performance of any or all of the Services hereunder as long as any amount owing hereunder remains unpaid for more than thirty (30) days after the Client's receipt of the invoice. 3. REVENUE ACCRUAL For internal IHS GLOBAL INSIGHT financial comp8ance purposes, the revenue associated with this engagement will be accrued by IHS GLOBAL INSIGHT according to the delivery milestones identified in the table below. If this table is not completed, revenue will be accrued upon completion of the project deliverables. The provisions of this Section 3 pertain to (Rev082709) MCI NU (NSFGHT HIS GLOBAL INSIGHT (USA) INC. Internal INS GLOBAL INSIGHT financial compliance requirements only and is not intended to create or impose any liability of obligation on the Client. Milestone Description % of fee Task 1 — Kick -oft meeting 15% Task 2 — Development of sample 30% Task 3 — IMPLAN model run 25% Task 4 — Development of deliverables 30% Total 100% 4. OTHER TERMS AND CONOrTIONS The following terms and conditions, If any, are to be deemed part of the Agreement To the extent that any of the following terms and conditions are inconsistent with the terms and conditions of the Agreement, the following terms and conditions shall govern. All other terms and conditions not modified and amended below shall remain in MI force and effect IN WITNESS WHEREOF. the parties hereto. irtfendina lobe leaafiv bound by the Agreement as amended. have caused this ,Statement of Work to be duly executed and delivered. CLIENT: BY: Name: Title: Dais JHS GLOBAL INSIGHT (USA) NC, By: Name: Title: Date: EXHIBIT B 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: Maximum deductible: $500,000 $ 10,000