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Greenstreet LTD, LLC/Comm Serv/61,910/Updating 31 Corridor Greenstreet LTD.LLC Department of Community Services-2019 Appropriation#43-404.00; P.O.#102934 Contract Not To Exceed$61,910.00 ✓q0 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 Greenstreet LTD. LLC, (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. [SACcotracts\Prof.Sv s&Goods Svcs\DOCS12019'Granstr of LTD LLC Professional Sorvicos.doc:6/10/2019 12:20 PM[ 1 Greenstreet LTD.LLC Department of Community Services- 2019 Appropriation#43-404.00; P.O.#102934 Contract Not To Exceed$61,910.00 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 43-404.00 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 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 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 Sixty One Thousand Nine Hundred Ten Dollars ($61,910.00) (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. [S:IContrscts\Prof Svcs&Goods Svcs\DOCS\2019`Grecnstreot LTD LLC Professional Scvices.doc:6/10l2019 12.20 PM] 2 Greenstreet LTD.LLC Department of Community Services-2019 Appropriation#43-404.00; P.O.#102934 Contract Not To Exceed$61,910.00 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, 2019, 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. 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 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. [S:`Cootr ctsProf.Svcs&Goods Svcs\ROCS\2019\Grccosttect LTD LLC Professions)Savices.doc:6/1012019 12.20 PM] 3 Greenstreet LTD.LLC Department of Community Services- 2019 Appropriation#43-404.00; P.O.#102934 Contract Not To Exceed$61,910.00 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. [S:`Contracts\Prof Svcs&Good Svcs\DWI S\2019VGrxostreet LTD LLC Professional Servias.doc:6/10R019 12.20 PM] 4 Greenstreet LTD.LLC Department of Community Services-2019 Appropriation#43-404.00; P.O.#102934 Contract Not To Exceed$61,910.00 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 (ii) 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 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. [S:\Commas\ProC.Sva&Goods Svcs\DOCS\2019\Gransnxt LTD LLC Prof food Strvica.doc:6/10/2019 12:20 Pm, 5 Greenstreet LTD.LLC Department of Community Services- 2019 Appropriation#43-404.00; P.O.#102934 Contract Not To Exceed$61,910.00 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 Douglas C. Haney Department of Community Services Corporation Counsel One Civic Square One Civic Square Carmel, Indiana 46032 Carmel, Indiana 46032 PROFESSIONAL: Greenstreet LTD 212 West 10th Street Suite A-310 Indianapolis, IN 46202 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. �S:\CWtr 14Wrof Sva&Goods Svcs\DOCS\2019`Cneeastral LTD LLC Professional Servica.do 6/102019 12.20 Plvn 6 Greenstreet LTD.LLC Department of Community Services-2019 Appropriation#43-404.00; P.O.#102934 Contract Not To Exceed$61,910.00 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. [S:\Contrac s ProfSva&Goods Svcs VYY'S\2019\Greenstreel LTD LLC Professional Services.doc:6/102019 12:20 PM[ 7 Greenstreet LTD.LLC Department of Community Services-2019 Appropriation#43-404.00; P.O.#102934 Contract Not To Exceed$61,910.00 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 Debarment And Suspension 26.1 The Vendor certifies by entering into this Agreement that neither it nor its principals nor any of its subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from entering into this Agreement by any federal agency or by any department, agency or political subdivision of the State of Indiana. The term "principal" for purposes of this Agreement means an officer, director, owner, partner, key employee or other person with primary management or supervisory responsibilities, or a person who has a critical influence on or substantive control over the operations of the Vendor. 26.2 The Vendor certifies that it has verified the state and federal suspension and debarment status for all subcontractors receiving funds under this Agreement and shall be solely responsible for any recoupment, penalties or costs that might arise from use of a suspended or debarred subcontractor. The Vendor shall immediately notify the City if any subcontractor becomes debarred or suspended, and shall, at the City's request, take all steps required by the City to terminate its contractual relationship with the subcontractor for work to be performed under this Agreement. 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 seq., as amended. (remainder of page intentionally left blank) [S\Ccatracts Prof.Svcs&Goods Svcs\DOCS\2019\Grxustrast LTD LLC Proksssoual Savias.doc6/10/2019 12:20 PM] 8 Greenstreet LTD.LLC Department of Community Services-2019 Appropriation#43-404,00; P.O.#102934 Contract Not To Exceed$61,910.00 IN WITNESS WHEREOF,the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA Greenstreet LTD. LLC by and through its Board of Public Works and Safety BY: BY: A/cf 44 ..r"tslA James Brainard, Presiding Officer Authorized Signature Date: Printed Name: Jei 1<,► s\rlj `��..�..� Title: -'t0.y\aqq i✓1 �i�U Ma Ann .• - J ` Date: FIDTTIN: G4 - ,"fE325IC.—j Last Four of SSN if Sole Proprietor: l(G45 Lori S.Wats. egiber, Date: csjt,,1lz. t 2C Date: VA /7 ATTEST* —1-64-4' tine S. Pauley,CI -Trepsyl Date: i�� j IS.Y'..trat01n4.5,.1 do G..rl,S,n'bOCShllwCG.mwect LTD LLC Profeuxwal San.n do.,6i102OI9 l::'OPMI 9 greenstreet development • brokerage •consulting To: Mike Hollibaugh, City of Carmel From: Mark O'Neall, Greenstreet Date: 7 June 2019 Re: US 31 Corridor Plan Update CC: Adrienne Keeling, City of Carmel Jeff Kingsbury, Greenstreet Mike and Adrienne, Based on our conversations about updating the US 3 I Strategic Development Plan, we have prepared this scope of services for your review. The five listed tasks reflect our understanding of the core of what you are looking for, based on our most recent conversation on May 6, 2019. Thank you for the opportunity to provide these services. Client Team Responsibilities This scope of work assumes the City of Carmel will be responsible for providing the most recent geographic information system (GIS) mapping data for all properties within the study area limits. The City will provide contact information for relevant staff of key institutional or private property owners. City staff will coordinate other necessary data delivery and production in a timely manner. In addition to data provided by the client, Greenstreet will access a variety of unrestricted and proprietary data sources which may include but are not limited to: Smart Growth America, US Census, Esri, MetroStudy data, and others as needed. Scope of Services Throughout the project, Greenstreet will provide opportunities for the client team to review findings. These findings will be presented at four interim presentations in addition to the final presentation. Additional meetings to city leadership, developers, or other community stakeholders are not included in the scope but could be presented by Greenstreet with an expanded scope. As the final deliverable, Greenstreet will develop an 8.5" x I I" executive summary with narrative and full-color graphics as well as a graphic written report that can be used in discussions with city leadership, developers, employers, and other community stakeholders. Greenstreet will provide digital versions of all interim and final deliverables in PDF format, as well as one (I) printed and bound copy of the final presentation. This scope of services is split into two phases. Phase A will consist of the first three tasks, to be completed in 2019. Phase B will consist of tasks four and five, to be completed in 2020. I. Background and Research: As part of this phase, Greenstreet will work with City staff to collect and analyze existing documents including; existing plans, GIS data, recent projects and investments along the corridor, and any additional work that is relevant to the project. Greenstreet will use this information to develop a series of maps and analyses to better understand current conditions and inform future recommendations. a. Kick-off meeting b. Review existing plans/initiatives (city-wide) c. Site tour and meeting with relevant City staff d. Meet with Nelson Nygaard (or review their materials) as necessary e. Summarize findings and map existing conditions Exhibit I of 7 greenstreetltd. 212 west tenth street suite a-310 indianapolis,indiana 46202 317.964.0668 www.greenstreetltd.com greenstreet development• brokerage • consulting Deliverable: PDF presentation, including a summary of findings with maps 2. Market Analysis (short-term): Greenstreet will expand upon recent regional research and analysis including: WalkUPs, MIBOR/BAGI Regional Housing data, TOD Strategic Plan, HAND, Nelson/Nygaard, and additional work as needed. This information, in addition to national research on best practices regarding mixed-use office districts, will be used to inform future land use needs and projections. Greenstreet will forecast future office, residential, and retail needs for a five-year period. Hospitality and Healthcare demand will be derived from conversations with local experts and healthcare providers. a. Review recent market data b. Research national best practices of innovative and mixed-use office districts c. Collect and analyze existing supply of office, retail, and residential uses d. Project demand for future office, retail, and residential uses (5-year projections) e. Project demand for hospitality, healthcare Deliverable:PDF presentation, including current supply and five-year real estate demand projections 3. Future Development Plan (long-terml: To guide future development, Greenstreet in conjunction with appropriate City staff, will develop a set of guiding principles and strategies that support flexible and market-supportive development along the US 31 Corridor. These strategies will support the future land use plan and provide critical connections to nearby districts. Development scenarios will be provided for critical nodes/intersections. Phasing plans and strategies to initiate development will be provided for those critical areas. General recommendations for land use will be provided for the entire Corridor. a. Update guiding principles and develop a vision statement for the area b. Develop one (I) future land use plan for the entire Corridor c. Identify and craft five (5) development plans for critical nodes that may include infill, retrofitting options, and/or redevelopment suggestions d. Develop phasing plans for five (5) critical nodes e. Draft design guidelines (not including renderings) Deliverable:PDF presentation, including an update to the land use plan and area plans at five (5) critical nodes 4. Implementation Plan: Greenstreet will work with City staff to update the toolbox provided in the 2009 plan. In addition to this, Greenstreet will develop individual implementation plans for five short-term projects that will be identified and recommended by Greenstreet with input from City staff. These implementation plans will provide timelines, roles, cost estimates, and potential funding sources. a. Update 2009 implementation toolkit b. Engage multiple property owners in five (5) critical nodes c. Develop implementation plans for five (5) short-term projects Deliverable:PDF presentation, including five (5) implementation plans Exhibit A 20f7 greenstreetltd. 212 west tenth street suite a-310 indianapolis,indiana 46202 317.964.0668 www.greenstreetltd.com greenstreet development• brokerage • consulting 5. Development Efficiency Analysis: Greenstreet will work with City staff to quantify the high-level revenue and costs associated with building out the US 3 I future land use plan, with or without transit and corresponding density of development. a. Establish development parameters and metrics for two (2) scenarios b. Gather, organize, and analyze metrics for development scenarios c Document impact on municipal budget Deliverable: PDF presentation of findings, and one (I) printed and bound copy of the final deliverable Professional Fees, Timing, and Other Considerations This scope of work is based on a ten-month work plan assuming a July I:t, 2019 start date. If the professional services contract is executed by June 30th, 2019 the first phase of the project should be complete by December 31st, 2019. The second phase should be completed by April 31st, 2020. A project schedule is attached below. As a boutique strategic planning and real estate practice, Greenstreet provides focused principal and staff time to meet the scope of work as cost-effectively as possible. Principals are actively involved in the process and work product. Professional fees for this assignment are based on estimated time to complete the scope of work and the following hourly rates: Managing Principal: $235 Senior Associate: $185 Associate: $165 Professional fees for this scope of work will not exceed $89,675 in total, or$61,910 in calendar year 2019 for phase one. Phase two, to be completed in CY 2020, will not exceed $27,765. In addition, a $1,000 not-to-exceed budget will be established for reimbursable expenses. The following expenses, if applicable, will be billed at direct cost, subject to approval the client: delivery charges (air freight, messenger service, postage, etc.); long-distance telephone charges; outside secondary data required for the completion of this engagement, such as online database charges if billed separately; other publications, reports, and other miscellaneous out-of-pocket charges; copies; mileage and travel expenses. This budget assumes one (I) printed and bound copy of the deliverable, and an electronic copy of the deliverable emailed as a PDF. Thank you for the opportunity to present this proposal for your review and consideration. Please don't hesitate to contact me with any questions. If the scope and terms are acceptable, please sign as indicated and return a copy to me. Sincerely, `%lam1� Mark O'Neal! Senior Associate Exhibit A , 3é7 greenstreetltd. 212 west tenth street suite a-310 indianapolis,indiana 46202 317.964.0668 www.greenstreetltd.com greenstreeL development • brokerage • consulting Scope and fee Estimate Carmel US 31 Corridor Plan 6'712319 2019 2020 June July August September October November December January February Maid, April Task I:Background and Research IIMININ * * * Task 2:Market Analysis(short-term) 1 * * Tank 3:Future Development Man(long-team) f * * Task 1:Implementation Plans * * Task 5:Development Eflickncy Analysis * Exhibit llof-7 greenstreetltd. 212 west tenth street suite a-310 indianapolis,indiana 46202 317.964.0668 www.greenstreetltd.com greenstreet development• brokerage • consulting Standard Addendum to Professional Services Proposal-Agreement Section I: Payment Terms An initial payment of$5,000 shall be sent upon execution of this proposal-agreement,which amount will be credited to the outstanding balance on the final invoice(s) submitted to Client. Payment of the retainer should be sent,along with one executed copy of this proposal—agreement, to: Managing Principal GREENSTREET LTD. 2I 2 West Tenth Street Suite A-310 Indianapolis, Indiana 46202 For each monthly billing period ("Billing Period"), GREENSTREET LTD. will submit invoices to Client for services and reimbursable expenses.Amounts invoiced will be in proportion to the services performed during the preceding billing period.Amounts invoiced for reimbursable expenses, consultants' fees and additional services will be based on amounts incurred and services performed through the invoice date. Invoices are due and payable within 15 days of receipt. Interest, at the highest rate permitted under applicable law, will accrue on all accounts not paid within 45 days of the invoice receipt date and, in addition, Client shall pay all costs and expenses,including without limitation,reasonable attorney's fees and expenses incurred by GREENSTREET in connection with the collection of the overdue accounts of Client. GREENSTREET retains the right to halt work and the right to withhold delivery of the final report pending receipt of any overdue payments. Section 2: Reimbursable Expenses The following costs, if applicable,will be billed at direct cost, subject to approval by Client: Delivery charges (air freight, messenger service, postage, etc.); Long-distance telephone charges; Outside secondary data required for the completion of this engagement, such as on-line database charges if billed separately, other publications, reports, maps and other miscellaneous out-of-pocket charges; Additional report copies;and Travel expenses. Section 3: Acceptance Acceptance of this proposal-agreement is completed upon receipt of one executed copy of the proposal-agreement. If GREENSTREET is not in receipt of a fully executed copy within thirty(30)days from the date thereof,this proposal- agreement shall be of no further force and effect and shall be deemed withdrawn Section 4: Additional Services In addition to the scope of work covered in this proposal-agreement, GREENSTREET will be available for work, including team meetings; planning and design review; presentations to stakeholders, investors, lenders and/or public Exhibit 4 Si greenstreetltd. 212 west tenth street suite a-310 indianapolis.indiana 46202 317.964.0668 www.greenstreetltd.com greenstreet development • brokerage •consulting agencies;periodic updating of reports;financial analysis; brokerage;strategic planning;and other activities related to this engagement. Additional meetings and presentations will be billed for professional time and expense based on the current hourly or per diem rate.Proposals for other services, indicating scope of work and time and fee schedule,will be submitted upon request. Professional time for court appearances,depositions and public hearings will be billed at I 50%of the prevailing hourly rates. Section 5: Client's Responsibilities Client agrees to provide complete, reliable information about its requirements for the engagement and, at its expense,shall furnish the information,surveys and reports,if any.In addition,Client agrees to provide,at its expense and in a timely manner, the cooperation of its personnel and such additional information with respect to the engagement as may be required from time to time,to be provided by Client for the performance of GREENSTREET's works. Client shall designate a Project Representative authorized to act on behalf of Client with respect to this proposal-agreement and agrees to render any decisions promptly to avoid unreasonable delay to the engagement and the performance of GREENSTREET's work. Section 6: Termination The proposal-agreement may be terminated by either Client or GREENSTREET by giving written notice at least seven (7) days prior to the date of termination. Upon receiving a written termination notice from Client, GREENSTREET shall immediately suspend work on the engagement pending the effectiveness or withdrawal of Client's notice of termination. In the event of such termination, Client shall pay GREENSTREET for services and reimbursable expenses performed or incurred to the termination date. Section 7: Use of Documents and Use of Name It is understood by GREENSTREET that the findings from this engagement("Report") are the proprietary property of the Client and will not be made available to any other organization or individual without consent of the Client. GREENSTREET shall not reference or use the Client name, logo or otherwise in any public document, marketing or the like unless agreed to in writing by Client. Section 8: General Limiting Conditions It is understood by the Client that GREENSTREET can make no guarantees about the recommendations which will result from the proposed engagement, because these recommendations must be based upon facts discovered by GREENSTREET while the study and those conditions existing as of the date of the Report. If applicable, the final Report furnished by GREENSTREET may contain a statement of General Limiting Conditions, as follows: "Every reasonable effort has been made to ensure that the data contained in this study reflect the most accurate and timely information possible and it is believed to be reliable.This study is based on estimates,assumptions,and other information developed by GREENSTREET from its independent research efforts,general knowledge of the industry and consultations with the Client and its representatives. No responsibility is assumed for inaccuracies in reporting by the Client, its agent and representatives or any other data source used in preparing or presenting this study. "This report is based on information that was current as of the date of the report and GREENSTREET has not undertaken any update of its research effort since such date. Exhibit A(� 60T1 greenstreetltd. 212 west tenth street suite a-310 indianapolis,indiana 46202 317.964.0668 www.greenstreetltd.com greenstree-i development • brokerage • consulting "The report may contain prospective financial information, estimates or opinions that represent our view of reasonable expectations at a particular point in time, but such information, estimates or opinions are not offered as predictions or assurances that a particular level of revenue or profit will be achieved,that events will occur,or that a particular price will be offered or accepted.Actual results achieved during the period covered by our prospective financial analysis may vary from those described in our report and the variations may be material. Therefore, no warranty or representation is made by GREENSTREET that any of the projected values or results contained in this study will actually be achieved. "Possession of this study does not carry with it the right of publication thereof or to use the name"GREENSTREET" in any manner without first obtaining the prior written consent of GREENSTREET.This report is not to be used in conjunction with any public or private offering of securities or other similar purpose where it may be relied upon to any degree by any person other than the Client without first obtaining the prior written consent of GREENSTREET." Section 9: MI •vent.,of any,.aarb• oce�#ings, pet-taming-to ems--` ...,rd,the prevailing party shall be entitled to recover all - Section I0: Miscellaneous By executing the proposal-agreement for this engagement, Client and GREENSTREET each bind themselves and their successors and assigns to this proposal-agreement. Neither Client nor GREENSTREET shall assign or transfer their interest in this proposal-agreement without the written consent of the other. This proposal-agreement represents the entire agreement between Client and GREENSTREET. This proposal- agreement may be amended only in writing, signed by both Client and GREENSTREET. This proposal-agreement shall be governed under Indiana law. AGREED AND ACCEPTED: Client Date By Exhibit 7i 7 greenstreetltd. 212 west tenth street suite a-310 indianapolis.Indiana 46202 317.964.0668 www.greenstreetltd.com y. - .. ... ., ._. M rep, .r.tAL' if{17I�1�`!^5!' '1:.PSt N y•"^ r- v�.-rr r :1+3= S , . fw�i«'•� Y 1rr '- "l�tlV:^..¢+.�+... 5'!' 17 .. F'`YNNw. I EXHIBIT B Invoice Date: Name of Company: Address &Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Goods Services Person Providing Date Goods/Services Provided Cost Per Hourly Total Goods/Services Goods/ (Describe each good/service Item Rate/ Service separately and in detail) Hours Provided Worked GRAND TOTAL Signature Printed Name EXHIBIT C 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 Medical Expense Limit(any one person): $ 10,000 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: $500,000 Maximum deductible: $ 10,000 EXHIBIT D AFFIDAVIT Jei 14/-toS�L X , being first duly sworn,deposes and says that he/she is f tliar with-dnd has perbnal knowledge of the facts herein and, if called as a witness in this matter,could testify as follows: 1. I am over eighteen (18) years of age and am competent to testify to the facts contained herein. 2. I am now and at all times relevant herein have been employed by / (-tree isficeet Lam, (the "Employer") in the position of .5I v't R iv•ACt 3. I am familiar with the employment policies, practices, and procedures of the Employer and have the authority to act on behalf of the Employer. 4. The Employer is enrolled and participates in the federal E-Verify program and has provided documentation of such enrollment and participation to the City of Carmel, Indiana. 5. The Company does not knowingly employ any unauthorized aliens. FURTHER AFFIANT SAYETH NOT. EXECUTED on the ..C day of rj U n€_. ,20 l cl. Printed: I certify under the penalties for perjury under the laws of the United States of America and the State of Indiana that the foregoing factual statements and representations are true and correct. Printed: INDIANA RETAIL TAX EXEMPT Page 1 of 1 Chitof Carmel CERTIFICATE NO.003120155 002 0 PURCHASE ORDER NUMBER Jl FEDERAL EXCISE TAX EXEMPT 1 02934 ONE CIVIC SQUARE 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES,A/P CARMEL, INDIANA 46032-2584 VOUCHER,DELIVERY MEMO,PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL-1997 PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION 6/10/2019 366695 Phase 1 Not to exceed$61910.00 in 2019,Phase 2 CY 2020 not to exceed$27765.00. GREENSTREET LTD Dept of Community Service VENDOR 212 WEST 10TH STREET SHIP 1 Civic Square SUITE A-310 TO Carmel, IN 46032- INDIANAPOLIS, IN 46202- PURCHASE ID BLANKET CONTRACT PAYMENT TERMS FREIGHT 36916 QUANTITY [ UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION Department: 1192 Fund: 101 General Fund Account: 43-404.00 1 Each Updating 31 Corridor $61,910.00 $61,910.00 Sub Total $61,910.00 /Art 0 F CA 404, liIII le I . • II nil Send Invoice To: /T� Dept of Community Service CY�(O intati A h 000.00 not to exceed budget for reimbursable expenses 1 Civic Square Carmel, IN 46032- PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT 1-- AMOUNT PAYMENT $61,910.00 SHIPPING INSTRUCTIONS A/P 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 'SHIP PREPAID. AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN 'C.O.D.SHIPMENT CANNOT BE ACCEPTED. THIS APPROPRIATION SUFFICIENT TO PAY FOR THE ABOVE ORDER. 'PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABELc'THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99,ACTS 1945 ! / le - O` _ - �,. v0 AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY Mike Hollibaugh James Crider TITLE Director Administration CONTROL NO. 102934 CLERK-TREASURER