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HomeMy WebLinkAboutLes S. Olds - CRC Director - $100,000Les S. Olds Cannel Redevelopment Commission Director Contract — 2004 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES ( "Agreement "), is hereby made and entered into by and between the City of Carmel Redevelopment Commission (hereinafter "CRC "), and LS Olds Consulting, LLC (hereinafter "Consultant "). RECITALS WHEREAS CRC is responsible for the planning, development and redevelopment of certain economic development areas located within the City limits or as otherwise as authorized by law; and WHEREAS, CRC 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, CRC desires to engage Consultant 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 Consultant mutually agree as follows: SECTION 1. INCORPORATION OF RECITALS The foregoing Recitals are hereby incorporated into this Agreement and made a part hereof. SECTION 2. SCOPE OF SERVICES 2.1 CRC desires to engage Consultant as an independent contractor for the Services set forth in attached Exhibit A. ]e6:rasword c?do anent and xuingslsengelAmgUocal settings\temporary interact tiles \alk2 \olds prof scry crc do 12/15/03] 1 Les S. Olds Carmel Redevelopment Commission Director Contract — 2004 2.2 Consultant understands and agrees that CRC may, from time to time, request Consultant to provide additional or modified Services, the scope of which shall be as requested and defined by CRC and as agreed by Consultant and attached hereto in the order approved by CRC. 2.3 Time is of the essence of this Agreement. SECTION 3. CRC'S RESPONSIBILITIES 3.1 CRC shall provide such information as is reasonably necessary for Consultant to understand the Services requested. 3.2. CRC shall arrange for Consultant to enter upon public and private property as reasonably required for Consultant to perform the Services. 3.3 CRC shall designate payment of the Services from CRC budget appropriation number funds. 3.4 CRC shall designate an authorized representative to act on CRC'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 CRC 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 Consultant estimates that the total price for the Services to be provided to CRC hereunder shall be no more than One Hundred Thousand Dollars ($100,000.00) per year (the "Estimate "). Consultant 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. [eb:msword,c: documents and settingAsengelkmgUoes! settings \temporary Internet fileslolk2\olds prof sere cm duc:12 /15/03) 2 Les S. Olds Carmel Redevelopment Commission Director Contract — 2004 5.2 Consultant 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 January 1, 2004 through December 31, 2004, and shall thereafter, on the first day of January in each subsequent year, automatically renew for a period of one (1) year. 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 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. CRC 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 CRC or City of Carmel, Indiana ( "City ") employees. Consultant shall have the sole responsibility to pay to or for its agents, employees and contractors all statutory, contractual and other benefits and /or obligations as they become due. Consultant hereby warrants and indemnifies CRC and 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. [e6.msuord cldocuments and setnngsksengelkmg\lmnl scorn gs\temporary mtemet files olk2\olds prof sere crc doc 12/15/031 3 Les S. Olds Carmel Redevelopment Commission Director Contract — 2004 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 CRC, 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 CRC's and /or 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, CRC or City, as applicable, shall have the right to pay or bond over such lien at Consultant's sole cost and expense. 7.7 Government Compliance. Consultant agrees to comply with all laws, executive orders, rules and regulations applicable to Consultant's performance of his obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference, and Consultant agrees to indemnify and hold harmless CRC and 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 following the termination of this Agreement. 7.8 Indemnification. Consultant shall indemnify and hold harmless CRC and City, and their respective officers, officials, employees and agents, from all losses, liabilities, claims, judgments and liens, including, but not limited to, all damages, costs, expenses and attorney fees arising out of any negligent act, error or omission of Consultant or 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 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. jeb msword:c \documents and settings \ engelking/Jocal settings /emporary interne( files \olk2blds prof sere cradoe 12/15/031 4 Les S. Olds Carmel Redevelopment Commission Director Contract — 2004 7.10 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision shall be stricken, and all other provisions of this Agreement which can operate independently of same shall continue in full force and effect. 7.11 Notice. Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to this Agreement shall be written and either hand- delivered or sent by prepaid U.S. certified mail, return receipt requested, addressed to the parties as follows: CITY: Carmel Redevelopment Commission Carmel City Hall One Civic Square Carmel, IN 46032 ATTN: Highest Ranking Officer (with a copy to the City Attorney, Department of Law, same address) CONSULTANT: LS Olds Consulting, LLC 8930 Woodacre Lane Indianapolis, Indiana 46234 Notwithstanding the above, CRC 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. 7.12 Effective Date. The effective date ( "Effective Date ") of this Agreement shall be the date on which the last of the parties hereto executes same. [eb msword.c:tdocuments and s.xtmgs amgelkingVonal sewngsVempnrary interne! files \olk2\olds profsery ere doc. 12/15/03j 5 Les S. Olds Carmel Redevelopment Commission Director Contract — 2004 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. 7.15 Non - Assignment. Consultant 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. [eb ms 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. ord c.tdocumenrs and settings�sengelking \locnl settings \tcmpornry Internet Iiles5Ik2\olds prof sery ere doc.12 /15/03] 6 Les S. Olds Carmel Redevelopment Commission Director Contract — 2004 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. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CARMEL REDEVELOPMENT COMMISSION LS OLDS CONSULTING, LLC BY: BY: Les S. Olds Date: �� 1'19013 Date: it FIDITIN: Date: SSN if Sole Proprietor: Date: ATTEST: Date: [en msword:c \document, end settings lsengelking\local settings \temporary Internet files \olk2olds prof sere crc doc 12/15/031 7 Les S. Olds Carmel Redevelopment Commission Director Contract — 2004 EXHIBIT "A" The Director, Carmel Redevelopment Commission ( "CRC "), shall coordinate the activities of the CRC and provide the CRC with administrative and project management services as set forth in the attached position description, and shall work an average of twenty (20) hours per week at a rate of One Hundred Dollars ($100.00) per hour, for an amount not to exceed One Hundred Thousand Dollars ($100,000.00) per year. The Director will be provided with all reasonably necessary supplies, office equipment and secretarial assistance, as well as a dedicated location in or near Carmel City Hall within which to provide the CRC with the Services indicated above. lebrmsward c 'documents and settings \ engelkmg\local sett ngs\temporary Internet files olk2 olds profsery crc doc 12/19031 8 AMENDMENT TO CONTRACT Amendment to Employment Contract dated December 30, 2003, between Carmel Redevelopment Commission, (hereinafter "CRC ") and LS Olds Consulting, LLC (hereinafter "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 Exhibit "A" of that certain Employment Contract dated December 30, 2003 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 Exhibit "A" of that certain Employment Contract dated December 30, 2003, the Consultant's then applicable annual base compensation is modified for an amount not to exceed $110,000 per annum for 2007; and $115,000 per annum for 2008. In all other respects the Employment Contract dated December 30, 2003 shall remain in full force and effect and unaltered.