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HomeMy WebLinkAboutSherry Mielke - Director of Finance - $75,000Professional: Sherry Mielke Carmel Redevelopment Commission - 2005 Contract Not To Exceed $75,000.00 AGREEMENT FOR PROFESSIONAL SERVICES APPROVED AS TO FORM B THIS AGREEMENT FOR PROFESSIONAL SERVICES ( "Agreement "), is hereby made and entered into by and between the Carmel Redevelopment Commission (hereinafter "CRC "), and Sherry S. Mielke (hereinafter "Professional "). RECITALS WHEREAS, CRC 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, CRC needs a Director of Finance to prepare long range financial planning, as well as tracking and forecasting monthly expenses, and other duties as required by law and the Director of the CRC as are more fully set forth in the attached Exhibit A; and WHEREAS, Professional is experienced in providing and desires to provide to CRC the 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 OF 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, the scope of which shall be as requested and defined by the CRC and attached hereto in the order approved by CRC. 2.3 Time is of the essence of this Agreement. rr,\ rrOrlucra\Mrrr yr ror Professional: Sherry Mielke Carmel Redevelopment Commission - 2005 Contract Not To Exceed $75,000.00 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 arrange for Professional to enter upon public and private property as reasonably required for Professional to perform the Services. 3.3 CRC shall designate payment of the Services from CRC budget appropriation number CCS62838 funds. 3.4 CRC shall designate the Carmel Redevelopment Commission Director or his duly 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 times 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 Seventy -Five Thousand Dollars (575,000.00) (the "Estimate "). 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. 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. CRC shall pay Professional for all undisputed Services rendered and stated on such invoice within thirty -five (35) days from the date of CRC's receipt of same. 5.2 Professional agrees not to provide any Services to CRC that would cause the total cost of same to exceed the Estimate, without CRC'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 its Effective Date through December 31, 2005, and shall thereafter, on the first day of January in each subsequent year, automatically renew for a period of one (1) year. 2 T.,+,,.-.,,,+ Tr,\TTOT,ucw\ MTCrvr our A- ,..inii ')i ')nnL Professional: Sherry Mielke Carmel Redevelopment Commission - 2005 Contract Not To Exceed $75,000.00 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' notice. 7.1.2 The obligation to provide all or any portion of the Services under this Agreement may be terminated by CRC, for cause, immediately upon Professional's receipt 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, except that such payment amount shall not exceed the Estimate. 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. Professional is not a CRC employee. 7.5 Liens. 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. 3 rr R\ rro7oucru\vrrrur ror a..,..1n /10 /onn❑ Professional: Sherry Mielke Carmel Redevelopment Commission - 2005 Contract Not To Exceed $75,000.00 7.6 Default. In the event Professional: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Professional's warranties; (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 CRC 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, CRC 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. 7.7 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 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. 7.8 Indemnification. Professional shall indemnify and hold harmless CRC 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 in the performance of this Agreement. This indemnification obligation shall survive the termination of this Agreement. 7.9 Discrimination Prohibition. Professional represents and warrants that Professional will comply with all existing and future laws prohibiting discrimination against any employee, applicant for employment and/or other person 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. 7.10 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. 4 ,.,a c..++;....��cr,...- ..�,... - -1 e,. + +;.. ,.��m,...,..,,. T.. +,, . -.,,.+ r,; i,. ��r,,., +,...+ TC,\7TOT7UCra\Mrcrcn Co(' ,;,.— .1n /loi ')nnT Professional: Sherry Mielke Carmel Redevelopment Commission - 2005 Contract Not To Exceed $75,000.00 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: CRC: Carmel Redevelopment Commission One Civic Square Carmel, Indiana 46032 ATTN. Mr. Les Olds PROFESSIONAL: Sherry S. Mielke Douglas C. Haney, City Attorney Department of Law One Civic Square Carmel, Indiana 46032 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 five (5) business days from the date of such oral notice. 7.12 Effective Date. The effective date ( "Effective Date ") of this Agreement shall be the date on which the last of the parties hereto executes same. 7.13 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 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. 5 Professional: Sherry Mielke Carmel Redevelopment Commission - 2005 Contract Not To Exceed $75,000.00 7.15 Non - Assignment. Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without CRC'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 assistance of counsel throughout the negotiation of same, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. 6 n.. rt c,.rr;....��Ch...- „fi r.. ,.�i c.. ++;.. ,.��m..m..... T..+... -....+ c;i..o\r,...+....+ rr,\ 7rorvucri\urrrvc rnn A,.�. inir oionns Professional: Sherry Mielke 'C'armef Redevelopment Commission - 2005 Contract Not To Exceed $75,000.00 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CARMEL REDEVELOPMENT COMMISSION SHERRY S. MIELKE BY: BY: onald E. Carter, President Sherry S. Mie c, e Date: Z�� ATTEST: Diana L. Cordray, IAMC, Clerk- Treasurer Date: 7 FID /TIN: SSN if Sole Proprietor: Date: 1eI k`1135 Tr G\ TTOT7ucr,\MrcrwC ro!` EXHIBIT A CARMEL REDEVELOPMENT COMMISSION Director of Finance 1. Provides overall long range fmancial planning to the Carmel Redevelopment Commission ( "CRC ") to include: A. Current CRC City Center projects financial obligation for land purchases, land sales, construction costs for infrastructure and debt obligations. B. Old Town Arts District to include fmancial obligation for land purchases, land sales, constructions costs for infrastructure and debt obligations. 2. Establish yearly CRC budget with forecasts of monthly expenses that include professional fees, land purchases, construction costs and miscellaneous expenses. 3. Establish sources of revenues that include bond sales, TIF revenue, land sales and miscellaneous income. 4. Work with various law firms on the financial details of project agreements and issue reports to the CRC of its future financial obligations. 5. Prepare monthly expense reports for the CRC outlining expenses in relationship to the approved CRC budgets and prepare vendor claims to be process by the Clerk- Treasurer's office. 6. Attend real estate closings and be responsible for the proper distribution of signed documents. Communicate the transfer of funds per the settlement agreements. 7. Act as liaison between the CRC and the Clerk - Treasurer's office. 8. Organize a purchase order system for CRC approved expenses and set up a separate file system for each CRC project to organize all project costs. 9. Set up a financial record - keeping system for the Performing Arts Center ( "PAC ") bond funds to assure the proper accounting of all professional fees, construction costs and all other expenses that need to be charged to the PAC budget. 10. Act as liaison between the CRC and the private developers on all financial transactions. 11. Coordinate day to day financial needs of the CRC commitments to the public /private partnerships for maintenance, utilities and miscellaneous costs for City Center and the Old Town Arts District. 12. Assist the CRC Director of Redevelopment in day -to -day operations of CRC and coordinate with commission members on their participation with CRC operations. AMENDMENT TO CONTRACT Amendment to Employment Contract dated October 15, 2005, between Carmel Redevelopment Commission, hereinafter ( "CRC ") and Sherry S. Mielke ( "Consultant "). WHEREAS, CRC and Consultant wish to continue Consultant's employment with the CRC; and WHEREAS, in consideration for Consultant's continued employment and additional responsibilities, the parties wish to modify certain provisions of the Employment Contract, NOW THEREFORE, the parties hereby agree as follows: 1. That Consultant's compensation pursuant to paragraph 5.1 of that certain Employment Contract dated October 15, 2005, is hereby modified and amended so as to increase Consultant's maximum annual hours by 10% in 2007 and by 15% in 2008. 2. For purposes of Paragraph 5.1 of that certain Employment Contract dated October 15, 2005, the Consultant's then applicable annual base compensation is modified for an amount not to exceed $82,500 per annum for 2007; and $86,250 per annum for 2008. Consultant shall work at a rate of Forty Dollars ($40.00) per hour. In all other respects the Employment Contract dated October 15, 2005 shall remain in full force and effect and unaltered.