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Jerry Points/dba Eye on Art/Com Rel/35,000/Art AdvisorJerry Points Community Relations - 2014 Appropriation #1203- 4359300; P.O. #32384 Contract Not To Exceed $35,000.00 AGREEMENT FOR PROFESSIONAL SERVICES 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 Jerry Points (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. [W,'!9,I,.FIWXr Jan, - MIiiufV,A\ I, G,mt Relanot E04.11 1 INT$. 1h' »i.»ISe 1) Jerry Points Community Relations - 2014 Appropriation #1203 - 4359300; P.O. #32334 Contract Not To Exceed $35,000.00 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. PROFESSIONALS 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. 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 Five Thousand Dollars ($35,000.00) (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 thirty five (35) 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. IV.. IIIISI V. , •Via .-aW,oIS,es G..1.10,11Thunin, 100 Relalim,s120IJ1.IERH11(1I NTS2hotessimal S<'kn RIIEM Re,i 2012 al, 7/2/2014 10 4AF1 Jerry Points Community Relations - 2014 Appropriation #1203- 4359300: P.O. #32384 Contract Not To Exceed $35.000.00 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, 2014, 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 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 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. 73 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. I' a raps aIWv' th. -ad - 1.1- AVNIiasedIC ,'n n, W..,. S. nAC. sa laS .caV' l,.on,U111U1RRV 1[UNl13M-essinul Senkes FIIK\I R. MM 221112 An.? \II Jerry Points Community Relations - 2014 Appropriation #1203- 4359300; P.O. #32384 Contract Not To Exceed $35,000.00 7.5 Insurance. Professional shall procure and maintain with an insurer licensed to do business in the State of Indiana such insurance as is 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. The coverage amounts shall be no less than those amounts set forth on attached Exhibit C. 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; (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. Man EppC1 dal nui S..'\Commie! Reu,iu,Ahi1JVGRRV P( IN Jerry Points Community Relations - 2014 Appropriation #1203- 4359300: P.O. #32384 Contract Not To Exceed $35,000.00 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, if it has not already done so as of the date of this Agreement. Professional is further required to execute the attached Affidavit, herein referred to as Exhibit D which is an Affidavit affirming that: (i) Professional is enrolled and is participating in the E- verify program, and (ii) Professional does not knowingly employ any unauthorized aliens. This Addendum incorporates by reference, and in its entirety, attached Exhibit D. In support of the Affidavit, Professional shall provide the City with documentation that it has enrolled and is participating in the E- Verify program. This Agreement shall not take effect until said Affidavit is signed by Professional and delivered to the City's authorized representative. Should Professional subcontract for the performance of any work under this Addendum, the 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 (h) the subcontractor has enrolled and is participating in the E- verify program. Professional shall maintain a copy of such certification for the duration of the term of any subcontract. Professional shall also deliver a copy of the certification 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 aliens, or retains an employee or contract with a person that the 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 ( "Cure Period"). Should the Professional or any subcontractor of Professional fail to cure within the Cure Period, the City has the right to terminate this Agreement without consequence. The E- Verify requirements of this Agreement will not apply, should the E- Verify program cease to exist. 7.12 Severabilitv. 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. IW.lr I0]Yiu. Su- .dmin.L{W0!o, IV\ nncoNml R 1R \11<c. jai /}/1014 I0.SJ.AMI Jerry Points Community Relations - 2014 Appropriation #1203- 4359300; P.O. #32384 Contract Not To Exceed $35,000.00 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: CITY: City of Carmel Department of Community Services One Civic Square Carmel, Indiana 46032 ATTENTION: Nancy Heck PROFESSIONAL: Jerry Points 111 W. Main Street, Suite 150 Carmel, IN 46032 ATTENTION: Jerry Points Douglas C. Haney Carmel City Attorney One Civic Square Carmel, Indiana 46032 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 ten (10) 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. 1\Ura.npp.I Wen SO- adninVANlsharaW ' wmacieWroI S,ce R f:o.h S,ceWarnnvni�r Rela�i.��,v 01NFRRl' rs Vhdeui. 11 IR.N Re, lone RRI: doe 7/2/2011 1 Jerry Points Community Relations - 2014 Appropriation #1203- 4359300: P.O. #32384 Contract Not To Exceed $35,000.00 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 Copyright. City 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. City agrees that all ownership rights and copyrights thereto lie with Professional, and City will use them solely for and on behalf of its own operations. City agrees that it will take appropriate action with its employees to satisfy its obligations with respect to use, copying, protection and security of Professional's property. 7.23 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 his supervision and all personnel engaged in the work shall be fully qualified to perform such services. 7.24 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. /Wad nip ,}I4✓rdva nawiLLAwb -0a N'( . -/Wmr S.o6 Gads. S00 11111111111111, MA101151120 14VEx0T POINT 0 7/fro/animal S.ionORM Ed i W12ko:17 1044 A01 Jerry Points Community Relations - 2014 Appropriation #1203-4359300, P.O. #32384 Contract Not To Exceed $35,000.00 7.25 Accomplishment of Project Professional shall commence, 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 City's organization. 7.26 IRAN CERTIFICATION. Pursuant to I.C. § 5 -22 -16.5, the Professional shall certify that, in signing this Agreement, it does not engage in investment activities within the Country of Iran. 7.27 ACCESS TO PUBLIC RECORDS ACT Professional understands and agrees that any "public record", as that term is defined in Indiana Code 5-14-3 - 2(m), as amended, that is related to the subject matter of this Agreement, whether the same is in the possession or control of the Professional or the City, shall be subject to release under and pursuant to the provisions of Indiana's Access to Public Records Act, as codified in Indiana Code 5- 14 -3 -1, et sec. as amended. [111,141 aJnunV21N'µlla.e (remainder of page intentionally left blank) 1201 VGNNI' YUIV 1t8}ulcvi im 101<M R., june 2012 7 /2/201411 Jerry Points Community Relations - 2014 Appropriation #1203-4359300: P.O. #32384 Contract Not To Exceed $35.000.00 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA by and through its Board of Public Works and Safety BY: Nor PreS0 /I-6 James Brainard, Presiding Offi er Date: In Miry An Date: Lori S. Wats'• mber Date: v / /4) l 1 ATTEST: Diana Cordray, IAMC, CI Date: 7 /(0 -/ Jerry Points BY: lianktit Authorized Signature Printed Name: 2j J twoz/Vl Title: OP1 /e . Ete d f'✓ /9-R. / Date: 7k //` 7 Iwmrp,ePar (bin -d nunQ.A91sMrcJQ. rr Tr sc J S nmu I�Ndu�mxw11N6T(RY YC Smin, X02 \I RO 'u e2012 )`)HIUP Exhibit A 10E3 Proposal Overview City Art Advisor for the Arts and Design District (A &D District). The A &D District is a vital part of the cultural and economic revitalization of Cannel as an attractive draw to its citizens, surrounding communities, and for visitors from all over the world. Contracting with a City Art Advisor would streamline management of the District and allow it to achieve its fullest potential as well as relieve and enhance the functioning of other city services that do not have the staff time to promote this potential. 1 perceive this position as critical to the survival and economic success of the A &D District and its galleries, which are vital to this mission. Carmel can achieve success in a more coordinated manner when working with one person who has extensive background and experience in the visual arts and the business of art, instead of multiple gallery owners simultaneously. Thus, ideas generated for marketing and business success could be achieved more efficiently and effectively. Having been associated with the A &D District for almost four years as owner /artist of Eye On Art Gallery (two of those years I served as president of the Cannel Arts and Design District Gallery Association [CADDGA]), 1 am asking to assume this position. My annual contract rate for the position of City Art Advisor is $35,000, billed monthly at $2,916 for 11 months and $2,924 for the final month. Billing will occur monthly in accordance with City of Carmel contract specifications. Areas of Responsibility 1. Spokesperson for the Gallery Association to complement the Department of Community Relations & Economic Development's wider scope as spokespersons for the city and other merchants in the A &D District. 1 am currently president and preside over Gallery Association meetings. This is an opinionated and diverse group in terms of individual interests and missions for each gallery. 1 would continue as president and coordinate with each gallery owner to assess their individual needs as well as oversee the direction of the association for the good of all gallery owners and for the benefit of all merchants. 2. Point person for advertising and marketing for the galleries and any activities involving CADDGA in coordination with the Department of Community Relations & Economic Development. 3. Proactively recruit artists and galleries to the District. There is a strong need for a contact person when a gallery or artist is interested in locating to the District. A central location for information would include a listing of the city of Carmel employees or vendors for leasing arrangements, grants, signage, and advice in general contact information. Exhibit A .0 013 Also, many times galleries within the District have challenges and need a fellow artists with a marketing background to work through options and arrive at a solution that is most beneficial to all involved. I would be that go -to person for gallery owners and artists and advise /do whatever possible to assist. 4. Compile a list of professional artists in a variety of mediums qualified to create public art, such as sculpture or murals. We presently have one sculpture space that is empty and needs a work that would meet the qualifications for installation. Strong consideration should be given to coordinating with the city and local businesses to find sponsorship of public works so that artists can be recompensed for their professional work. I have looked at several mural possibilities within the District and think this would be a unique and creative addition to the Arts District. This type of endeavor needs direction in terms of quality, subject matter and general rules of completion. In addition, I would serve as a liaison to the Carmel Mayor's Youth Council when they embark on art projects within the A &D District. 5. Offer Counsel to the City and the Department of Community Relations & Economic Development on any new projects that are introduced for consideration. My Qualifications Gallery Relates • BA in Art, University of Evansville • MS in Art Education, Indiana State University • MFA in Printmaking /Painting, Southern Illinois University Served as president of the Stutz Gallery Association. During my 5 years at the Stutz, I was able to revamp the Stutz Open House and obtain sponsors, hire a PR fine, organize a volunteer staff and increase attendance by 50 %. I also obtained outside contributors for the development of the Stutz Gallery. The total build -out was S60,000. Served two years as president of the Indiana Artists Club. At the time I took over the membership had aged and only increasing memberships at a rate of two or three new artists a year. They also had over $150,000 in the treasury earning low rates from CD investments. I created a new membership committee and increased our membership by 25 artists in two years, invested our funds with an investment company with good yield, and increased our annual exhibit awards to $25,000 per year. Served as president of CADDGA for the last two years. I took this position when no one was willing to assume the responsibility. The group was in disarray with little or no focus. We lost three galleries before I approached the Hoosier Salon to Exhibit A 3 ef3 leave Broad Ripple and move to Carmel. Having the Hoosier Salon as a prestigious anchor gallery will strengthen the East end of our Gallery District. Other Experience • 25 years in marketing and advertising, including 12 years with Eli Lilly and Company. The position in marketing included supervising marketing expenses, review of creative advertising and design from agencies in New York and Chicago. • Creative Director at Outside Source Design, directing print and graphic design. Ci of Carmel ONE CIVIC SQUARE CARMEL, INDIANA 46032 -2584 FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120155 002 0 FEDERAL EXCISE TAX EXEMPT 35- 60000972 PAGE PURCHASE ORDER NUMBER 32384 THIS NUMBER MUST APPEAR ON INVOICES. F VOUCHER, DELIVERY MEMO. PACKING SLIP SHIPPING LABELS AND ANY CORRESPONDENC JRCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION 7/1/2014 VENDOR Jerry Points Eye on Art 111 W. Main Street Suite 150 Carmel, IN 46032 City of Carmel SHIP Dept. of Community Relations & TO Economic Development One Civic Square Carmel, IN 46032 CONFIRMATIN BLANKET CONTRACT PAYMENT TERMS FREIGHT QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION For Professional Services - Art Advisor Send Invoice To: 1203/4359300 PLEASE INVOICE IN DUPLICATE $35,000.0C $35,000.00 DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT SHIPPING INSTRUCTIONS • SHIP REPAID. • C.O.D. SHIPMENTS CANNOT BE ACCEPTED. • PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABELS. • THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99. ACTS 1945 AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY TITLE CLERK - TREASURER DOCUMENT CONTROL NO. 3 2 3 8 4 VENDOR COPY AMOUNT PAYMENT • NP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN AFFIDAVIT ATTACHED. • I HEREBY CERTI Y THAT THERE IS AN UNOBLIGATED BALANCE IN THIS APPROP .S10N.511FFICIENT TO Ai FOR THE ABOVE ORDER.