Innovative Planning/CRC/112000/director Llgnovative Planning, LLC
(IRD—2014
Appropriation#
P.O.#
Contract NTE$112,000.00Iyr
AGREEMENT FOR PROFESSIONAL SERVICES �YQRot;
A fit°
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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 Innovative Planning, LLC, an Indiana domestic limited liability
company with offices located at 705 College Way, Carmel, Indiana 46032 ("Consultant").
RECITALS
WHEREAS City is responsible for the planning, development and redevelopment of certain
economic development areas located within the City limits or as otherwise authorized by law; and
WHEREAS, the City needs assistance in coordinating its activities and in providing it with
administrative and project management services, to assist it in fulfilling its foregoing responsibilities, and
to otherwise perform the duties set forth in greater detail in Exhibit A, attached hereto and incorporated
hereby by reference (the "Services)"); and
WHEREAS, Consultant is experienced in providing and desires to provide to City the Services
referenced herein; and
WHEREAS, City desires to engage Consultant as an independent contractor for the purpose of
providing to City the Services referenced herein.
NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions
set forth herein, City and Consultant mutually agree as follows:
IZVNNOVATIVII PLANNING CONSULCINC.K 2014 J.v'i/17/.tlU 700 PM
•
Innovative Planning, LLC
CRD—2014
Appropriation#
P.O. #
Contract NTE$112,000.00/yr
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 Consultant as an independent contractor for the Services set forth in Exhibit
A.
2.2 Consultant understands and agrees that City may, from time to time, request Consultant to provide
additional Services, the scope of which shall be as requested and defined by the City and agreed
upon by Consultant in writing, a copy of each such additional services addendum to be attached
hereto in the order in which the same are approved by the City.
2.3 Time is of the essence of this Agreement.
SECTION 3. CITY 'S RESPONSIBILITIES
3.1 City shall provide such information as is reasonably necessary for Consultant to understand the
Services.
3.2. City shall arrange for Consultant to enter upon public and private property as reasonably required
for Consultant to perform the Services.
3.3 City shall designate payment of the Services from appropriate City budget appropriation
numbered funds.
3.4 City shall designate a representative to act on City's behalf on all matters regarding the Services.
SECTION 4. CONSULTANT'S RESPONSIBILITIES
4.1 Consultant shall perform the Services pursuant to the terms of this Agreement and within any
applicable time and cost estimates mutually agreed upon by the parties hereto.
4.2 Consultant shall coordinate with City its performance of the Services.
4.3 Consultant shall provide the Services by following and applying at all times reasonable and lawful
standards as accepted in the industry.
4.4 Consultant shall not subcontract for the performance of the Services.
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Innovative Planning, LLC
CRD-2014
Appropriation#
P.O.#
Contract NTE$112,000.00/yr
SECTION 5. COMPENSATION
5.1 Subject to subsection 5.2 below, Consultant shall be paid for the Services the total amount of One
Hundred Twelve Thousand Dollars ($112,000.00) per year (the "Compensation Amount").
Consultant shall submit an invoice to City no more than once every thirty (30) days for Services
provided City during the time period encompassed by such invoice. Invoices shall be submitted on
a form containing the same information as that contained on the Professional Services Invoice
attached hereto as Exhibit B, incorporated herein by this reference.
5.2 Consultant agrees not to provide any Services to City pursuant to this Agreement that would cause
the total cost of the same to exceed the Compensation Amount without prior written City consent
and approval.
SECTION 6. TERM
Subject to the termination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be
in effect from the Effective Date to and including December 31, 2015, 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.
Notwithstanding any other term or condition set forth in this Agreement, either party
hereto may terminate this Agreement at any time, with or without cause, upon thirty
(30) days advance written notice to the other party. In the event of such 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 Compensation Amount.
Disputed payment claims shall be resolved as allowed by law.
7.2 Binding Effect.
City and Consultant, and their respective officers, officials, agents, partners and successors in
interest, are bound to the other as to all Agreement terms, conditions and obligations.
7.3 Third Party Beneficiaries.
Except as expressly set forth herein, nothing contained herein gives or shall be construed as
giving rights or benefits to anyone other than the parties hereto.
I]ANN(1VATIVF PIANNINGCL INS!ILTING K 2014 k /17/AI!7 MPM) 3
Innovative Planning,LLC
OW-2014
Appropriation#
P.O. #
Contract NTE$112,000.00/yr
7.4 Relationship.
The relationship of the parties hereto shall be as provided for in this Agreement, and neither
Consultant nor any of its agents, employees or contractors are City employees. Consultant shall
have the sole responsibility to pay to or for itself and its agents and employees all statutory,
contractual and other benefits and/or obligations as they become due. Consultant hereby warrants
and indemnifies City for and from any and all costs, fees, expenses and/or damages incurred by the
same as a result of any claim for wages, benefits or otherwise by any agent or employee of
Consultant regarding or related to the subject matter of this Agreement. This indemnification
obligation shall survive for Seven Hundred and Thirty-One (731) calendar days from and
including the termination date of this Agreement.
7.5 Insurance.
Consultant shall procure and maintain with an insurer licensed to do business in the State of
Indiana for the entire term of this Agreement such insurance as is necessary for the protection of
City and Consultant from all claims by Consultant or any employees or agents of Consultant, if
any, for or under any workers' compensation, occupational disease, and/or unemployment
compensation law.
7.6 Liens.
Consultant shall not cause or permit the filing of any lien on any of City's property and/or
property of the City of Carmel, Indiana. In the event such a lien is filed and Consultant fails to
remove it within ten (10) days after the date of filing, City shall have the right to pay or bond over
such lien at Consultant's sole cost and expense.
7.7 Government Compliance.
Consultant agrees to comply with all laws, executive orders, rules and regulations applicable to
Consultant's performance of its obligations under this Agreement, all relevant provisions thereof
are incorporated herein by this reference, and Consultant agrees to indemnify and hold harmless
City from any and all losses, damages, costs, attorney fees and/or liabilities resulting from any
violation of same. This indemnification obligation shall survive for Seven Hundred and Thirty-
One (731) calendar days from and including the termination date of this Agreement.
7.8 Indemnification.
Consultant shall indemnify and hold harmless City and its officers, officials, employees and agents
from all losses, liabilities, claims, judgments and liens, including, but not limited to, all damages,
costs, expenses and attorney fees arising out of any negligent act, error or omission of Consultant
or any of any employee or agent of Consultant in the performance of this Agreement, except that
the total amount of actual damages for which the Consultant shall be liable to the City hereunder
shall not exceed the amount of monies due to the Consultant on an annual basis by and pursuant to
Section 5.1 hereinabove. This indemnification obligation shall survive for Seven Hundred and
Thirty-One (731) calendar days from and including the termination date of this Agreement.
iL.UNN(1VA I JVE11NNL\GCONSUL!INC K 1014 JMI141(M1 VM' 4
Innovative Planning, LLC
CRD-2014
Appropriation#
P.O. #
Contract NTE$112,000.00/yr
7.9 Discrimination Prohibition.
Consultant represents and warrants that Consultant and all employees and agents of Consultant, if
any, shall comply with all 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 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 E-Verify
Pursuant to I.C. § 22-5-1.7 et seq., Consultant agrees, upon the hiring of one or more employees,
to execute an affidavit in a form that is acceptable to the City, affirming that: (i) Consultant is
enrolled and is participating in the E-verify program, and (ii) Consultant does not knowingly
employ any unauthorized aliens, and (iii) that Consultant shall provide the City with
documentation that it has enrolled and is participating in the E-Verify program. If Consultant
knowingly employs or contracts with any unauthorized aliens, or retains an employee or contracts
with a person that the Consultant subsequently learns is an unauthorized alien, Consultant shall
terminate the employment of or contract with the unauthorized alien within thirty (30) days.
Should the Consultant fail to do so, City has the right to terminate this Agreement without
consequence. The above requirements shall apply only so long as the E-Verify program exists.
7.11 Severability.
If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of
competent jurisdiction, that provision shall be stricken, and all other provisions of this Agreement
which can operate independently of same shall continue in full force and effect.
7.12 Notice.
Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to this
Agreement shall be written and either hand-delivered or sent by prepaid U.S. certified mail, return
receipt requested, addressed to the parties as follows:
CITY:
Carmel Redevelopment Commission With copy to: Douglas C. Haney, Esq.
30 W. Main Street, Ste. 220 Carmel City Attorney
Carmel, Indiana 46032 I Civic Square, City Hall
Attention: William Hammer Carmel, Indiana 46032
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Innovative Planning, LLC
CRD-2014
Appropriation#
P.O.#
Contract NTE$112,000.00/yr
CONSULTANT:
Innovative Planning, LLC
705 College Way
Carmel, Indiana 46032
Notwithstanding the above, City may orally provide to Consultant any notice required or
permitted by this Agreement, provided that such notice shall also then be sent as required by this
paragraph within five (5) business days from the date of such oral notice.
7.13 Effective Date.
The effective date ("Effective Date") of this Agreement shall be the later of April 1, 2014 or the
date that it is last executed by a party hereto.
7.14 Governing Law; Lawsuits.
This Agreement shall be governed by and construed in accordance with the laws of the State of
Indiana, except for its conflict of laws provisions, as well as by all ordinances and codes of the
City of Carmel, Indiana. The parties agree that, in the event a lawsuit is filed hereunder, they
waive any right to a jury trial they may have, agree to file such lawsuit in an appropriate court in
Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has
jurisdiction over same.
7.15 Waiver.
Any delay or inaction on the part of either party in exercising or pursuing its rights and/or
remedies hereunder or under law shall not operate to waive any such rights and/or remedies nor in
any way affect the rights of such party to require such performance at any time thereafter.
7.16 Non-Assignment.
Consultant shall not assign or pledge this Agreement nor delegate its obligations hereunder
without City's prior written consent.
7.17 Entire Agreement.
This Agreement contains the entire agreement of and between the parties hereto with respect to the
subject matter hereof, and no prior agreement, understanding or representation pertaining to such
subject matter, written or oral, shall be effective for any purpose. No provision of this Agreement
may be amended, added to or subtracted from except by an agreement in writing signed by both
parties hereto and/or their respective successors in interest. To the extent any provision contained
in this Agreement conflicts with any provision contained in any exhibit attached hereto, the
provision contained in this Agreement shall prevail.
IZ!NN[IV ATIVE Pl ANNING CONSULTING K 2°14 A oOl)/A I!):(M)PM' 6
Innovative Planning. I.1C
CRD-2014
Appropriation#
P.O.#
Contract NTE$112,000.00/yr
7.18 Representation and Warranties.
Each party hereto represents and warrants that it is authorized to enter into this Agreement and that
any person or entity executing this Agreement on behalf of such party has the authority to bind
such party or the party which they represent, as the case may be.
7.19 Headings.
All headings and sections of this Agreement are inserted for convenience only and do not form a
part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof.
7.20 Advice of Counsel.
The parties warrant that they have read this Agreement and fully understand it, have had an
opportunity to obtain the advice and assistance of counsel throughout the negotiation of same, and
enter into same freely, voluntarily, and without any duress, undue influence or coercion.
7.21 Iran Certification.
Pursuant to I.C. § 5-22-16.5, the Consultant shall certify that, in signing this document, it does not
engage in investment activities within the Country of Iran.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA INNOVATIVE PLANNING, LLC
By and through its Board of Public Works and Safety
BY: BY:
mes Brainard, Presiding Offic r Authorized Signature
ate: 3 j y " /L Printed Name Co 012-/E-E MG7Ea
LAI i — Title: .- --LS1DE.. N 1
Mary A ui Burke, Membee /
Date: y / b —y FID/TIN:
Lori S. Watso M tuber 2.,/Date: , 1� J /41
Date: K -7 / J! 71
ATTEST4
D'• iaCordray IMC , I°,-k-Treasurer
ate: /te
IZVYNOVATIVE RM'NING CONMII.I ENG K T)H J,,.VI]/VIJ]Iri PM) 7
EXHIBIT A
DUTIES AND RESPONSIBILITIES include the following. Other duties may be assigned.
LEADERSHIP AND RESOURCE
1. Plans, organizes and directs preparation of a Redevelopment Commission Implementation strategy
and budget for Carmel's blighted and underused sites with input and guidance from CRC Members
and City Administration.
2. Advises on the creation of Urban Renewal Areas, Redevelopment Development Areas, Economic
Development Areas, and Allocation Areas
3. Oversees the development of Carmel City Center and the Old Town Arts and Design District
4. Coordinates the financial management of the Redevelopment Commission's bonds and budgets
with the CRC Treasurer and Financial Committee
5. Monitors Federal and State legislation and regulations relating to economic and community
development to determine impact concerning changing regulatory requirements
6, Develops project sheets, inventories of available land and buildings,and other data for
dissemination
7. Ensures that appropriate deadlines for fiscal, legal or other department issues are met
8. Manages the ordering of land surveys, environmental inspections, property appraisals and cost
estimates for potential CRC projects
9. Coordinates with CRC private development partners on public/private partnerships for the City
Arts and Design District
10. Develops and implements a marketing strategy for all CRC projects with input and guidance from
the Department of Community Relations
11. Works with CRC counsel and Director of Administration on CRC projects
12. Works with all City utilities on relocation and replacement of utilities in City Center and Arts and
Design District
13. Directs and manages staff of the Department of Redevelopment utilizing the Human Resources
Department as a resource.
14. Coordinates consulting contracts in connection with Redevelopment Commission assisted projects;
manages contracts for project implementation and compliance; assures that expenditures and
performance are in accordance with the terms and conditions
COMMUNICATION
1. Communicates effectively both written and orally
2. Oversees the preparation of CRC agendas, resolutions,and presents other information as necessary
for CRC meetings
3. Represents the Redevelopment Department before City Council, civic and business groups and
other interested parties
4. Coordinates and leads redevelopment activities and land planning for specific projects with other
City departments, outside agencies and non-profit organizations
5. Provides periodic performance reports to City Administration