Wabash Scientific, Inc.Wabash Scientific, Inc.
APPROVED, AS TO
FORM
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 Wabash Scientific, Inc. (hereinafter "Professional").
RECITALS
WHEREAS, City owns and is responsible for its public works, which responsibility includes, by
way of illustration and not by way of limitation, the planning, design, construction, operation and
maintenance of the City' s infrastructure system; and
WHEREAS, from time to time, City needs professional services to assist it in effectively and
efficiently fulfilling its foregoing responsibilities; and
WHEREAS, Professional is experienced in providing such professional city planning and
economic development analysis services as are covered by this Agreement; and
WHEREAS, City desires to engage Professional as an independent contractor for the purpose of
providing to City, on a non-exclusive basis, the professional services referenced herein; and
WHEREAS, Professional is qualified and desires to provide City with such professional services.
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 professional services
("Services") set forth in attached Exhibit A which is incorporated herein by this reference.
Professional desires to provide the Services to City.
2.2
Professional acknowledges that it has read and understands this Agreement,
Professional's acceptance and/or provision of any Services hereunder shall
Professional' s acceptance of this Agreement and of all its terms and conditions.
and that
constitute
[eb:msword:c:\profservices\wabash.doc:5/13/99] ]
Wabash Scientific, Inc.
2.3
Professional understands and agrees that City may, from time to time, request Professional, on a
non-exclusive basis, to provide additional professional services to assist City in the planning,
design, construction, operation and/or maintenance of its infrastructure system. The scope of such
additional services to be provided by Professional to City shall be as requested and defined by the
Mayor or his duly authorized representative. When City desires additional services from
Professional, the Mayor or his duly authorized representative shall notify Professional and set
forth the scope of such additional services desired, as well as the time frame in which such
services are to be rendered. Professional shall then provide, at no cost to City, an estimated cost
for such additional services, as well as the date by which such additional services will be provided.
Only after City has approved Professional's time and cost estimate for the provision of such
additional services shall Professional be authorized to commence same, the description of which
additional services shall be set forth in documents which shall be numbered and attached hereto in
the order approved.
2.4
Professional understands and agrees that City reserves the fight, at any time, to direct changes, or
cause Professional to make changes, in the Services and/or additional services provided, or to
otherwise change the scope of the work covered by this Agreement, and Professional agrees to
promptly make such changes. Any difference in price or time of performance resulting from such
changes shall be equitably adjusted by City and Professional after receipt of documentation from
Professional in such form and detail as City may require.
2.5
Professional expressly warrants that all Services and/or additional services covered by this
Agreement will conform to the specifications, drawings, samples, instructions, directions and/or
descriptions furnished to City by Professional or by Professional to and accepted by City, and that
such Services and/or additional services will be performed in a timely manner, in a good and
workmanlike manner and free from defects.
2.6
Professional acknowledges and agrees that it knows of City' s intended use and expressly warrants
that all Services and/or additional services covered by this Agreement which have been selected,
provided or performed by Professional, based upon City's stated use, will be fit and sufficient for
the particular purposes intended by City.
2.7 Time is of the essence of this Agreement.
SECTION 3.
CITY'S RESPONSIBILITIES
3.1
Upon City' s request of Professional for a time and cost estimate for the Services and/or additional
services to be provided hereunder, City shall provide such criteria and information with respect to
same as are reasonably necessary for Professional to understand the Services and/or additional
services requested and to provide a time and cost estimate thereon.
3.2
Once City has accepted Professional's time and cost estimate for the Services and/or additional
services, City shall:
3.2.1 Furnish to Professional, upon request, such studies, reports and other available data in
City's possession as City considers reasonably pertinent to the Services and/or additional services
to be provided, and which Professional shall be entitled to rely upon in performing the Services
and/or additional services, unless, in its review of same, Professional determines that such
information is not consistent and fails to promptly so notify City; and
[eb:msword:c:\profservices\wabashdoc:5/13/99] 2
Wabash Scientific, Inc.
3.2.2 Arrange and make all provisions for Professional to enter upon public and private property
as reasonably required for Professional to perform the Services and/or additional services; and
3.2.3 Make reasonably available to Professional for consultation, as needed, such individuals as
are necessary for Professional to provide the Services and/or additional services to City.
3.3
City shall designate the Mayor or his duly authorized representative to act on City's behalf on all
matters regarding the Services and/or additional services.
SECTION 4.
PROFESSIONAL'S RESPONSIBILITIES
4.1
Professional shall provide to City, within five (5) business days after City requests same, a time
and cost estimate for the Services and/or additional services requested by City to be performed by
Professional.
4.2
Once City has accepted Professional's time and cost estimate for the Services and/or additional
services, such Services and/or additional services shall be performed pursuant to the terms of this
Agreement, within such time and cost estimate, and pursuant to any other terms and conditions set
forth or referenced herein or attached hereto.
4.3
Professional shall coordinate its performance, in the form of physical meetings and/or status
reports, with the Mayor or his duly authorized representative, pursuant to a mutually agreeable
schedule and/or as circumstances dictate.
4.4
Professional shall provide the Services and/or additional services by following and applying at all
times the highest professional and technical guidelines and standards.
SECTION 5.
COMPENSATION
5.1
As full and complete compensation for the Services performed by Professional hereunder, and
subject to the terms and conditions contained in this Agreement, including, but not limited to, the
termination provisions set forth in paragraph 7.1 hereinbelow, City shall pay Professional not more
than the fees and costs as are reasonable, in compliance with paragraph 7.6 hereinbelow, and
agreed upon by the parties hereto in advance of the performance of such Services.
5.2
Professional shall submit an invoice to City no more than once every thirty (30) days for Services
and/or additional 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, which is incorporated herein by this
reference. City shall pay Professional for all undisputed Services and/or additional services
rendered and stated on such invoice within thirty (30) days after the date of City's receipt of same.
If the undisputed portion of an invoice amount is not paid within thirty (30) days of its receipt by
City, Professional shall so notify City. If such undisputed portion of the invoice amount is not
thereafter paid within ten (10) business days after City's receipt of such notice, then a late charge
in a sum equal to one percent (1%) of such unpaid and undisputed invoice amount shall accrue and
be immediately due and payable by City to Professional as a separate debt for each month same
remains unpaid.
[eb:msword:c:\profservices\wabash.doc:5/13/99] 3
Wabash Scientific, Inc.
5.3
In the event an invoice amount is disputed, City shall so notify Professional. If such dispute is not
resolved to City's satisfaction within ten (10) business days after notice of such dispute is sent by
City to Professional, City shall pay such amount, under protest, into the City Court of Carmel,
which Court shall hold same until notified of a resolution signed by both parties hereto or the entry
of a final judgment thereon.
5.4
City, in its sole discretion, may agree to pre-pay all or any portion of the compensation to be paid
Professional as a result of its provision of the Services and/or additional services hereunder, which
pre-payment shall be expressly contingent upon and subject to an accounting and reconciliation by
and between the parties at such time as such Services and/or additional services are fully
performed, this Agreement is terminated and/or upon City's request. Professional agrees to
immediately disgorge to City any prepayment amount it has received from City for Services
and/or additional services that are disputed by City and/or which constitutes an overpayment for
same.
5.5
If additional professional services are required and Professional wishes to hire an outside source
for the performance of same, Professional shall so notify City, in advance of the engagement of
such outside source, with an explanation of the need and qualifications of same. If City consents
to such outside source, which consent shall not be unreasonably withheld, City shall reimburse
Professional for the actual cost of same, which reimbursement sum shall be subtracted from the
amount of compensation due Professional from City hereunder. Professional understands and
agrees that any and all outside sources so hired shall be employees or contractors of Professional
only. Professional warrants and indemnifies City for and from any and all costs, fees, expenses
and/or damages incurred by City as a direct or indirect result of the use by Professional of an
outside source. This indemnification obligation shall survive the termination of this Agreement.
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 through December 31, 1999, and shall thereafter, on the first day
of January in each subsequent year, automatically renew for a period of one ( 1 ) year, unless earlier
terminated in accordance with the terms and conditions hereof.
SECTION 7.
MISCELLANEOUS
7.1 Termination.
7.1.1
7.1.2
The obligation to provide Services and/or additional services under this Agreement may
be terminated by City or Professional without cause upon thirty (30) days notice to the
other party.
The obligation to provide Services and/or additional services under this Agreement may
be terminated by City for cause, or upon City's failure to appropriate monies sufficient to
pay for same, immediately upon Professional's receipt of City's "Notice To Cease All
Services."
[eb:msword:c:\profservices\wabash-doc:5/13/99] 4
Wabash Scientific, Inc.
7.1.3
In the event of Agreement termination, and as full and complete compensation hereunder,
Professional shall be paid for all Services and/or additional services rendered and
expenses incurred as of the date of termination that are not in dispute. Disputed
compensation amounts shall be resolved as set forth in paragraph 5.3 hereinabove.
7.2 Binding Effect.
City and Professional, and their respective officers, officials, agents, partners, successors,
executors, administrators, assigns and legal representatives are bound to the other and to its
officers, agents, partners, successors, executors, administrators, assigns and legal representatives,
in all respects as to all covenants, agreements and obligations of this Agreement.
7.3 No Third Party Beneficiaries.
Nothing contained herein shall be construed to give any fights or benefits hereunder to anyone
other than City and/or Professional.
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, contractors, subcontractors and outside sources are
or shall become employees of City. Furthermore, Professional shall have the sole responsibility to
pay to or for its agents, employees, contractors, subcontractors and outside sources all statutory,
contractual and other benefits and/or obligations as they become due, and City shall not be
responsible for same. Rather, the compensation to be paid hereunder by City to Professional shall
be the full and maximum amount of compensation and monies required of City to be paid to
Professional hereunder. Professional hereby warrants and indemnifies City for and from any and
all costs, fees, expenses and/or damages incurred by City as a direct or indirect result of any
statutory, contractual or other claim for wages, benefits or otherwise by any agent, employee,
outside source, contractor or subcontractor of Professional regarding or related to the subject
matter of this Agreement. This indemnification obligation shall survive the termination of this
Agreement.
7.5 Insurance.
Professional shall procure and maintain, with an insurer licensed to do business in the State of
Indiana and reasonably acceptable to City, Professional Responsibility Insurance and such other
insurance as is necessary for the protection of City and Professional from any and all claims for
damages or otherwise under workers' compensation, occupational disease and/or unemployment
compensation acts, because of errors and omissions, because of bodily injury, including, but not
limited to, personal injury, sickness, disease or death of any and all of Professional's employees,
agents, contractors, subcontractors or outside sources, and/or because of 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. Professional shall cause its
insurers to name City as an additional insured on all such insurance policies (except on its
Professional Responsibility Insurance policy), shall, upon request, provide City with copies of all
such policies, and shall provide that such policies will not be canceled without thirty (30) days
prior notice to City.
[eb:msword:c:\profservices\wabash.doc:5/13/99] 5
Wabash Scientific, Inc.
7.6 Price Terms.
Professional warrants and agrees that all of the prices, terms and warranties granted by
Professional herein are at least as favorable to City as those offered by Professional to other
customers purchasing the same or similar Services and/or additional services under the same
material terms and conditions.
7.7 Force Majeure.
Any delay or failure of either party to perform its obligations hereunder shall be excused if, and to
the extent, it is caused by an event or occurrence beyond the reasonable control of the party and
without its fault or negligence, such as, by way of example and not by way of limitation, acts of
God, actions by any governmental authority (whether valid or invalid), court injunction, fires,
floods, windstorms, explosions, riots, natural disasters, wars, or sabotage; provided that notice of
such delay (including the anticipated duration of the delay) shall be given by the affected party to
the other party within five (5) business days after discovery of the cause of such delay. During
any such period of delay or failure to perform by Professional, City, in its sole option, may
purchase some or all of the same or similar Services and/or additional services from other sources
and reduce the Services requested of Professional hereunder by such degree, without liability to
Professional, or have Professional provide some or all of the Services and/or additional services
from other sources at times requested by City and at the prices set forth in this Agreement.
7.8 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 of record and Professional fails to remove it within ten (10) days after the date
of filing thereof, by payment or bonding, City shall have the right to pay such lien or obtain such
bond, all at Professional's sole cost and expense. Professional shall indemnify and hold harmless
City from and against any and all liabilities, losses, claims, costs, attorney fees, expenses and/or
damages incurred by City in connection with any such lien or the removal thereof. This
indemnification obligation shall survive the termination of this Agreement.
7.9 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 and/or
additional services as specified; (c) fails to make progress so as to endanger timely and proper
completion of the Services and/or additional services and does not correct such failure or breach
within five (5) business days (or such shorter period of time as is commercially reasonable under
the circumstances) after receipt of notice from City specifying such failure or breach; or (d)
becomes insolvent, files, or has filed against it, a petition in bankruptcy, for receivership or other
insolvency proceeding, makes a general assignment for the benefit of creditors or, if Professional
is a partnership or corporation, dissolves, each such event constituting an event of default
hereunder, City shall have the right to, among other things: (1) terminate all or any part of this
[eb:msword:c:\profservices\wabash.doc:5/13/99] 6
Wabash Scientific, Inc.
Agreement, without liability to Professional; (2) perform or obtain, upon such terms and in such
manner as it deems appropriate in its sole discretion, the Services and/or additional services which
were to be provided by Professional and Professional shall be liable to City for any excess costs to
City in performing or obtaining same; and/or (3) exercise any other fight or remedy available to
City at law or in equity.
7.10 Setoff.
In addition to any right of setoff provided by law, all amounts due Professional shall be considered
net of indebtedness of Professional to City; and City may deduct any amounts due or to become
due from Professional to City from any sums due or to become due from City to Professional
hereunder.
7.11 Government Compliance.
Professional agrees to comply with all present and future federal, state and local laws, executive
orders, rules, regulations, codes and ordinances which may be applicable to Professional's
performance of its obligations under this Agreement, and all relevant provisions thereof are
incorporated herein by this reference. Professional agrees to indemnify and hold harmless City
from any and all losses, damages, costs, attorney fees and/or liabilities resulting from any violation
of such law, order, rule, regulation, code or ordinance. This indemnification obligation shall
survive the termination of this Agreement.
7.12 Indemnification.
Professional shall indemnify and hold harmless City and its officers, officials, employees, agents,
assigns and legal representatives from any and 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,
outside sources, contractors or subcontractors in the performance of this Agreement, or otherwise.
The failure to do so shall constitute a matefial breach of this Agreement. This indemnification
obligation shall survive the termination of this Agreement.
7.13 Discrimination Prohibition.
Professional represents and warrants that it and each of its employees, agents, contractors,
subcontractors and outside sources shall comply with all existing and future laws of the United
States, the State of Indiana and City 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 and/or additional 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. City
reserves the fight to collect a penalty as provided in IC 5-16-6-1 for any person so discriminated
against. This indemnification obligation shall survive the termination of this Agreement.
[eb:msword:c:\profservices\wabash.doc:5/13/99] 7
Wabash Scientific, Inc.
7.14 Severability.
If any provision or portion of this Agreement is held to be invalid, illegal or unenforceable by a
court of competent jurisdiction, that provision or portion thereof shall be stricken, and all other
provisions of this Agreement which can operate independently of such stricken provision shall
continue in full force and effect.
7.15 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:
PROFESSIONAL:
City of Carmel
One Civic Square
Carmel, IN 46032
ATTN: James Brainard
(with a copy to the City Attorney,
Department of Law, same address)
Wabash Scientific, Inc.
4142 Bluffwood Noah Drive
Indianapolis, Indiana 46228
ATTN: Michael Shaver
Notwithstanding the above, City may orally notify Professional to cease all Services and/or additional
services and/or provide other notice pursuant to paragraph 7.1 hereinabove, 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.
7.16 Effective Date.
The effective date ("Effective Date") of this Agreement shall be the date on which the last of the
parties hereto executes same.
7.17 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 further agree that, in the event a lawsuit is filed hereunder,
they waive any rights to a jury trial they may have, agree to file any 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.
7.18 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.
[eb:msword:c:\profservices\wabash.doc:5/13/99] 8
Wabash Scientific, Inc.
7.19 Non-Assignment.
Professional shall not assign or pledge this Agreement, whether as collateral for a loan or
otherwise, and shall not delegate its obligations under this Agreement, without City's prior
consent.
7.20 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.
7.21 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.
7.22 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.
7.23 Advice of Counsel
The parties warrant that they have read this Agreement and understand it, are fully aware of their
respective rights, have had the opportunity for the advice and assistance of an attomey throughout
the negotiation of this Agreement, and enter into this Agreement freely, voluntarily, and without
any duress, undue influence, coercion or promise of benefit, except as expressly set forth herein.
[remainder of page intentionally left blank]
~ [eb:msworcl:c:\profservices\wabash.doc:5/13/99] 9
Wabash Scientific, Inc.
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
WABASH SCIENTIFIC, INC.
BY:
tn~ 'lirainard, Presiding Officer
' a eif :'-- -
'Date: ~-"/~' 7
BY:
~u~ri 'Sdz~i
.,' I,,
Printed Name:
Title:
Date:
[eb:msword:c:\profservices\wabash.doc:5/13/99] ] 0
General Outline of Fiscal Strategic Plan Project
Carmel, IN
Issue Statement:
The purpose of this project is to provide the leadership of the city of Carreel with the baseline
information necessary to manage the final stages of growth for the City. The Comprehensive
Plan indicates that the City of Carmel will be fully developed within 20 years, and there is
substantial political rhetoric regarding limitations on the remaining growth potential of the City.
Therefore, the City needs to carefully plot its future direction. The City of Carmel is constrained
from growing to the noah by the presence of the Town of Westfield. Similarly, it is constrained
from growth to the east by the Town of Fishers, and growth to the south is limited by the City of
Indianapolis. Within these constraints, however, there are areas with growth potential. This
project will focus on those areas which are adjacent to the corporate limits of the City of Carmel,
without emphasis on the contentious area of western Clay Township.
Mapping & Aerial Photography.'
The Consultant will work with existing mapping and aerial photographs as available from the
City and the County Auditor. The Consultant will work directly with the Department of
Community Services (DOCS) to verify an accurate map of the City of Carmel, showing city
boundaries, zoning, and approved subdivisions and other development. The Owner will supply a
copy of the verified map, based on the maps maintained by DOCS, preferably on Autocad
format, showing development within the jurisdiction of the Carreel Clay Plan Commission,
including the approved zoning for the undeveloped parcels. The Consultant shall work
cooperatively with DOCS staff to verify the accuracy of the map and to identify those parcels
which remain undeveloped and which are located within the growth area of the City of Carreel.
CAFR:
The Consultant will also use the CAFR developed by the Clerk Treasurer' s office to ascertain the
historic trend in growth of Net Assessed Value of the City of Carreel. This trend, as well as the
absolute NAV for the City, as certified by the state, will then be used as a baseline for measuring
growth and the impact of new development on the fiscal and economic base of the City.
Identifying Undeveloped Parcels:
The Consultant will identify those areas and parcels within the planning area of the City with the
potential to be developed. These parcels with then be cross referenced with the records of the
County Assessor/Auditor to determine the number of acres in each parcel and the current net
assessed value of each parcel. A list/table will be made of the parcel, parcel number, the net
assessed value and the number of acres in each parcel which has the potential to be developed.
Zoning:
The Consultant shall then cross match the parcel list with the DOCS zoning for each parcel, as
well as the development standards which would be applied to the parcel if development were
proposed under that zoning. The zoning of each parcel will then be added to the list/table, and a
brief narrative summary of the development standards for each applicable zoning category will
be developed by DOCS as a guide to further analysis of the development potential for the parcel.
NA V Projections:
Using the list/table of parcels available for development, along with the development standards
provided by DOCS, the Consultant will develop a projection of the potential net assessed value
which would result from development of the parcel. The projection will be based on the
assumptions that the ultimate developer will assume the cost of any infrastructure improvements
necessary to meet the development standards, as is currently the developmental practice of the
City. The projections of Net Assessed Value will be based on similar developments in the area,
or in other areas of the City. All projections will be based on 1998-99 dollars, using the
measures of NAV as historically determined and applicable for developing the 1998-99
municipal budget.
Population Projections:
For those parcels which are zoned for residential development, the Consultant will develop a
housing unit density parameter for the parcel, based on input from DOCS. Consequently, the
number of units projected for each parcel will generate an ultimate residential population for the
residential development, when it occurs. The Consultant shall work directly with DOCS to
determine the overall operative density of residential development and then the Consultant and
DOCS will cooperate to develop an overall per unit population for the residential development.
The projected per unit population shall then be applied to the total projected units, based on the
agreed density for residential development.
Completing Existing Developments:
This scope of services does not include measurement of the developed land which is currently in
developers' inventory. These parcels are predominantly residential in character and the
developments which contain these parcels are in various stages of the approval and/or
development process. Some subdivisions have been approved, platted and developed in full,
while some are just entering the approval process. It is possible to add the NAV impact of these
parcels to the scope of this project at a later time, however, the assumption of this contract is that
all development which is currently approved will be consumed into the local economy within 10
years.
Projected Timing of Undeveloped Parcels:
This scope of services includes a projection, based on data and information developed during the
other portions of this project, of the development absorption rate of the undeveloped parcels
identified. The parameters of absorption will be explained and applied to the gross acreage of
undeveloped land without the expectation that the Consultant will attempt to specify which
parcels will be developed in what order.
Re ven ue Projections:
The Owner can use the projected NAV impact of the projected new development to project
municipal revenues which might result from such development, however, revenue projections are
not a part of this Scope of Services.
/crstratpro
Name of Company:
Address & Zip:
Telephone No.:
Fax No.:
EXHIBIT B
Professional Services Invoice
Date:
Project Name:
Invoice No:
Person
Performing
Service
Service
Date
Services Provided Hourly
(Describe in detail in one-Rate
tenth hour units)
Hours
Worked
Total
GRAND TOTAL
Signature
Printed Name
EXHIBIT C
INSURANCE COVERAGES
Worker's Compensation & Disability
Employer's Liability:
Bodily Injury by Accident:
Bodily Injury by Disease
Bodily Injury by Disease
Property damage, contractual liability,
products-completed operations:
General Aggregate Limit (other than
Products/Completed Operations):
Products/Completed Operations:
Personal & Advertising Injury
Limit:
Each Occurrence Limit:
Fire Damage (any one fire):
Medical Expense Limit
(any one person):
Comprehensive Auto Liability
Owned, hired and non-owned
Bodily Single Limit:
injury and property damage
Umbrella Excess Liability
Each occurrence and aggregate
Maximum Deductible
Professional Responsibility Insurance:
Per Occurrence:
Aggregate:
Statutory Limits
$100,000 each accident
$ 500,000 policy limit
$100,000 each employee
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$ 5O,OOO
$ 5,000
each accident
$1,000,000
$1,000,000
$ 10,000
$1,000,000
$1,000,000
Ci=y of Carme:
May 24, 1999
Michael Shaver
Wabash Scientific, Inc.
4142 Bluffwood North Drive
Indianapolis, Indiana 46228
Mr. Shaver:
On May 19, 1999, the Board of Public Works and Safety approved a contract to do business with
your company. Enclosed is a copy of the signed agreement.
Please review the enclosed sample invoice (Exhibit B of your contract). You do not need to use
this specific form, but we require you to submit the requested information in a similar layout.
This format replaces any other form previously used by the City and is effective upon approval
of your contract.
Please call Clerk-Treasurer Diana Cordray at 571-2414 if you have any questions.
We look forward to working with you.
Sincerely,
Rebecca L. Martin
Deputy Clerk
cc: file, dept
ONE CIVIC SQUARE CARMEL, INDIANA 46032 317/571-2400
CONTRACT FOR CONSULTING SERVICES
This contract is entered' to thisZ~?day of~ ,2000, by and between the City of Carmel
In
(hereinafter referred to as the "Owner") an Scientific, Inc. (hereinafter referred to as the
"Consultant").
WHEREAS, the Owner has determined the need for assistance in addressing the issues and problems
associated with the development of policies and strategies regarding annexation within the
metropolitan area of Carmel, and
WHEREAS, the Owner has determined that Wabash Scientific, inc., has demonstrated the requisite
expertise to assist the Owner in addressing these problems,
NOW THEREFORE BE IT AGREED, that the Owner and the Consultant shall enter into this
contract wherein the Consultant shall provide services in accordance with the Scope of Services set
out below, and for the compensation specified under the section entitled "Compensation for
Services," as hereinafter set forth.
SECTION I: SCOPE OF SERVICES
1. Itemization/Explanation of City Services '
The availability of municipal services in unincorporated areas is a primary issue of public debate.
In the Carmel Clay area, many services are provided by private utilities, covered under joinder
agreements and/or otherwise provided through various forms of service contracts. It is imperative
for both the public and the city' s leadership to understand precisely how those services are affected
as a result of annexation, and which services will be provided to the annexed area by the city, if
annexation is approved.
In addition, there are other items which are often misunderstood as being "city services" when in
fact, they often are not services at all. Whether certain things are considered "city services" is often
a purely local determination. Development standards such as curbs, gutters, sidewalks, green spaces,
and other developmental provisions which were implemented as a result of actions of the plan
commission should be explained in the context of Carreel' s specific annexation policy parameters
so that both policy makers and the public are fairly advised with regard to the services which would
result from annexation.
This portion of the annexation policies would be anticipated to provide a delineation of the services
which are provided by the city, as well as outlining those provided by the county, township or other
agency. The final annexation policy will clearly state which services are to be provided by the city
to an annexed area as a result of annexation.
This portion of the policies should also address new statutory requirements with regard to potential
annexation areas which might potentially generate "surplus" revenues, and thus be required to
consider receiving services which might or might not be delineated in the fiscal plan, and which
might not be offered in other areas of the city. Such "additional" services should be considered by
the city on a fair and uniform basis, so as not to require the city to provide special services in one
neighborhood which are not provided in other neighborhoods.
2. Explanation of Annexation Circumstances & Parameters
The policies should also present the circumstances and the parameters under which annexation
would be considered by the city leadership. This portion of the annexation policies would include
a delineation of statutory as well as pragmatic parameters which might be considered by the city in
considering whether annexation was/is appropriate in the case of any particular area.
This portion of the annexation policies could also include geographic parameters which would be
established by the city leadership as part of the overall policy and long-term vision of the city, such
as a statement which would indicate which geographic areas would receive the highest priority
consideration with respect to annexation, and which areas could normally be expected to eventually
be included within the corporate limits of the city.
3. Fiscal Issues
The annexation policies are also anticipated to address general policy parameters with regard to
fiscal issues related to annexation, outside of the direct consideration of costs and revenues which
would be covered in a specific fiscal plan. While the details of this portion of the analysis are not
clear at this time, it could be expected that the city leadership would want to include some general
discussion of major fiscal issues related to annexation, such as statutory limitations on the property
tax levy, possible issues related to COIT distribution, capital vs. non-capital costs, revenue
expenditure timelines, possible provisions regarding property tax abatement, and so forth. The
actual length, breadth and width of this portion of the annexation policies can only be determined
after the discussions are initiated.
4. Provision for Annexation Agreements
The city has previously received several annexation agreements from developers seeking approval
of their subdivision proposals. The validity of those annexation agreements has been a source of
some disagreement between various parties. It is appropriate for the annexation policies to consider
the issue of annexation agreements and to develop some form of uniform policy with regard to
annexation agreements, in conjunction with the input of the attomey. This could also possibly
include a standardized annexation agreement which reflects local and state requirements, including
statutory considerations.
5. Outline of Annexation Process
The development of annexation policies is also expected to include a general outline of the
annexation process in order that persons living within areas to be annexed can fully understand and
participate in the annexation consideration and approval process. This general outline is expected
to reflect the requirements of the statute, as well as any processes which might go beyond the
Development of Annexation Policies &Strategy: City of Carmel 2
specific terms of the statute in order to accommodate the specific idiosyncracies of annexations and
growth in the Carmel metropolitan area. This outline of the annexation process would also guide
the city' s leadership in pursuing annexation of individual areas over time. These processes should
also address any specific requirements which would be imposed as a result of the implementation
of annexation agreements, as presented above.
6. Expected Evolution of the Annexation Policies
The development of annexation policies should be understood by all parties to be an effort to provide
good government with regard to the future growth of the community. As such, it should be expected
(and should therefore be stated in the policy documents) that the annexation policies of the
community are expected to evolve with time. As new areas are considered for annexation, the
existing policies should be tested for continued relevance. At such time as the policies are
determined by the city' s leadership to be inadequate in some respect, it is appropriate for the city to
consider adjusting those policies to more accurately and fairly reflect the needs and expectations of
the community, especially with respect to the provision of good government at the local level.
Maps
The Consultant bases this scope of services on the assumption that the city already possesses the
capacity to assist with the development of maps, therefore, the city' s maps will be used in order to
reduce the cost of this project.
Public Hearings and Meetings:
Wabash Scientific has handled projects of this type with a broad range of various techniques for
public input, therefore, the Owner will define its expectations in this regard for each and all phases
of the process.
Copies
The scope of services and the costs reflected in the "Compensation" portions of this contract
anticipate the production of one, loose, unbound copy of any documents. Additional copies of said
documents can be reproduced at the discretion of the Owner, either by the Owner, or by authorizing
the Consultant to produce additional copies to be paid as out of pocket expenses.
SECTION I1: ADDITIONAL SERVICES
Any services requested by the Owner, either verbally or in writing, which are not included in the
Scope of Services as set forth in Section I, above, are considered by the Owner and the Consultant
as "Additional Services," entitling the Consultant to compensation on an hourly rate basis at the rate
of $ 110 per hour for the President and $75 per hour for Associates for completion of the services
requested. The Consultant may, at the request of the Owner, provide the Owner with a detailed
breakdown of the estimated time required for completion of the requested services. Any Additional
Services performed by the Consultant shall be paid by the Owner within 30 days of receipt of
invoice.
Development of Annexation Policies &Strategy: City of Carmel 3
SECTION II1: SCHEDULE FOR COMPLETION
The Consultant will exert due diligence to provide the services required by the Owner on a timely
basis, depending upon the specific assignment or request at the time being made by the Owner. The
"Smart Growth" Policy Development Phase of the project is expected to require the following time
frame:
Development of Annexation Policies
Item #1 30-60 days
Item #2 15-30 days
Item #3 30-60 days
Item ~ 30-45 days
Item #5 15-30 days
Public Hearing(s)
to be determined
Based on the above schedule projections, the Policy Development portion of the project would be
completed within 120 to 225 days. Therefore, if the project were initiated on July 1, the completion
time frame would be somewhere between late 2000 and early 2001. Obviously a portion ofthe work
depends upon the preferences of one or more agencies of the City.
SECTION IV: COMPENSATION FOR SERVICES
The precise scope of services required is not currently clear enough for the consultant to precisely
define the project' s limits so as to develop a lamp sum cost. Further, the City' s procedures require
an hourly rate justification of fees for all projects, therefore, an hourly rate contract is preferred in
this case. Therefore, the Consultant shall be compensated by the Owner for services provided
relative to the Scope of Services outlined in Section I of this contract on an hourly rate basis using
an hourly rate of $110 per hour for the firm' s President and $70 per hour for Associates of the firm,
plus out of pocket expenses for the project, as noted below. Once the project has progressed to the
point where the work requirements are more finite and clear than is currently known, the Owner may
request that the Consultant develop specific scopes of service for the remaining project(s) and
provide a lump sum cost for those services.
In the event that performance of the requested services requires additional assistance of professionals
or others outside of the Consultant' s employ, such services may be contracted by the Consultant,
with the Owner to reimburse such costs as an out of pocket expense as defined hereafter. The
Consultant shall charge such costs as direct costs, billed to the Owner without mark-up.
Development of Annexation Policies &Strategy: City of Carmel 4
SECTION V: TERMINATION
For purposes of this contract, termination is defined as any decision by either party to end the
project, or to end the relationship defined in this contract, by suspending work on the project as
defined, or on any subsequent phase or stage of the work as it progresses toward implementation,
whether that decision is expressed verbally, in writing, through inactivity or lack of authorization
to proceed, or through alteration of the scope of services to such an extent that the Consultant can
no longer effectively perform the services required. This contract can be terminated without cause
by either party upon fifteen (15) days written or verbal notice. In such case as work is terminated
or suspended through inactivity without written notice for more than 60 days, this clause shall apply.
In the event of termination, the Consultant is entitled to compensation at the rate of $110 per hour
for uncompensated services performed, including hours expended in excess of the contract amount,
and including hours and other costs expended in final settlement of fees and charges during the
termination process, including attomey' s fees expended in pursuit of collection and settlement. It
is further provided that, upon notice of termination, the Consultant shall discontinue any activities
on behalf of the Owner unless specifically instructed by the Owner.
In the event that the project scope identified above generates subsequent services that require the
Consultant to seek grant funds from any state, federal or other agency, the Owner and Consultant
hereby agree that pursuit of those grant ~mds is undertaken in good faith by both parties.
Consequently, if the Consultant is successful in obtaining a grant offer from the agency, and the
contract is terminated by the Owner without the agreement of the Consultant, the Consultant is
emitled to the full fee which would have resulted from the executed grant agreement, payable
immediately.
SECTION VI: RESPONSIBILITIES OF THE OWNER
The Owner shall provide any and all maps required for the project. The Owner shall perform and
provide all services and assistance necessary to enable the Consultant to complete the services
specified in the Scope of Services in a timely and productive fashion, so as not to delay or prolong
the services of the Consultant or to increase the level of effort required to complete the services
beyond that which is specifically agreed herein. Should the Owner cause the Consultant to increase
the level of effort required to complete the services described in the Scope of Services, through
delays, inability to reach consensus, or any other circumstance outside of the responsibility of the
Consultant, the Consultant shall be entitled to compensation at the prescribed hourly rate to
accommodate such delays.
The Owner and Consultant hereby expressly agree that the project can only be successful through
committed activity on the part of both parties. The Owner shall provide a temporary work area
within the offices of the Owner, with access to materials, equipment and the professional assistance
of the Owner' s staff, as necessary to expedite the execution of the specified services. The Owner
and the Consultant shall work together to prepare any application documents, grant documents,
Development of Annexation Policies &Strategy: City of Carmel 5
contracts, or other information relative to auxiliary funding from sources not in place at the time of
execution of this contract, approvals by regulatory agencies or other activity.
The Owner shall schedule and advertise any necessary public meetings, and shall work with the
consultant to develop required information that is true and accurate for any such applications and/or
other documentation. Unless otherwise specified in this contract, any services provided in
completion of adjunct services, grant applications or grant documents is to be compensated as an
Additional Service, as defined herein.
The Owner shall expeditiously review any and all draft and final documents developed in completion
of the services specified and shall notify the Consultant immediately of any errors or omissions in
the documents and shall provide the Consultant with a fair and reasonable remedy to correct said
errors which would be satisfactory to the Owner. Similarly, the Owner shall notify the Consultant
of the exact nature of any changes required in the documents to make them satisfactory and
approvable by the Owner. If the Owner fails to detect any errors or omissions in the documents or
information developed by the Consultant, the Owner shall hold the Consultant harmless for those
errors and/or omissions that the Owner should have detected with a reasonable review of the content
of the document. Further, once the Consultant has made the changes requested by the Owner, the
documents shall be considered approved under the terms of this contract, making the consultant
eligible for payment in full, immediately upon receipt of the changes. In the event that the Owner,
or any party related to the Owner or serving in the Owner' s capacity which is designated to review
any documents developed by the Consultant fails to review and afford the comments on said
documents within 30 days of delivery to the Owner, the documents shall be considered approved by
the Owner under the terms of this contract. In the event that action is required by additional
agencies, especially agencies not under the jurisdiction of the Owner, the Owner shall hold the
Consultant harmless for the actions taken or not taken by the additional agencies.
The Owner shall be responsible for the accuracy of any information given to the Consultant, either
verbally or in writing, especially in the case of information to be included in completion of the
services specified. The Consultant shall proceed in good faith with the assumption that all
information received from the Owner is true and accurate, and any subsequent finding that
information received from the Owner was not true or accurate shall not be the responsibility of the
Consultant to correct. Any services necessitated as a result of inaccurate information will be billed
to the Owner as Additional Services as provided herein. The Owner shall provide guidance to the
Consultant regarding the most appropriate timing and content of materials to be presented to the
public or other constituency of the Owner.
VII: OUT OF POCKET EXPENSES
The Owner agrees to compensate the Consultant for any out of pocket expenses incurred as a result
of performance of the Scope of Services or any Additional Services as set forth above. Anticipated
expenses may include, but are not limited to, printing, copying, fax charges, telephone or mobilnet
Development of Annexation Policies &Strategy: City of Carmel 6
charges, and materials necessary to completion of the services. In addition, the Owner may require
certain services which require additional expertise from outside ofthe Consultant' s employ and such
charges shall be transferred to the Owner without markup. All such charges shall be billed on a cost
basis, without markup.
Travel expenses including parking, lodging and mileage shall also be reimbursed by the Owner.
Mileage shall be charged at the rate of $0.33 per mile. No meals shall be charged to the Owner
except as agreed separately, however, the Consultant shall be entitled to a per diem amount of $100
per day for any overnight travel necessitated by the project with prior approval of the Owner.
In consideration of this specific Scope of Services, the consultant has estimated out of pocket
expenses associated with the project, including the number of trips to be taken. Any additional out
of pocket expenses necessitated as a result of unforeseen issues and circumstances shall be
negotiated between the Owner and the Consultant, but in no case shall the Consultant be required
to absorb such expenses without compensation.
VIII: OWNERSHIP OF DOCUMENTS
The Owner shall obtain ownership of any documents upon payment in full for services rendered.
The Consultant retains the right to claim professional credit for the assistance which was provided
on the project in all cases. In the event that the Consultant provides any grant request documents of
any type, the Owner shall obtain ownership of said grant documents immediately upon adoption of
the decision to submit said documents for agency review or other grant consideration. Upon
submitting said documents for review or consideration, the Consultant is entitled to payment for
services rendered in preparation of the documents.
SECTION IX: SUCCESSORS AND ASSIGNEES
The Owner and the Consultant each binds itself, its successors and its assignees, to this Agreement.
Neither party shall assign or transfer its interest in this Agreement without the written consent of the
other. IN TESTIMONY WHEREOF, THE OWNER AND THE CONSULTANT have agreed
to the terms and conditions set forth above.
THE CONSULTANT
/~ba LScientific, Inc.
/cr annex con
EXECUTED BY:
THE OWNER
The City of Carmel
Development of Annexation Policies &Strategy: City of Carmel 7