Gibbs Planning Group/DOCS rl"h"aot ~ o~'o~'x~PPR~vED~, .~TO
Gibbs P~,~,~i,~g~Gro~p ~ FO~ BY:
Commutlily Services Dept - 2005
Appropriation ~404; P.O.g13885
Contract Not To Exceed $36,500.00
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is hereby made and
entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works
and Safety (hereinafter "Cit "'
y ), and Gibbs Planning Group (hereinafter "Professional").
RECITALS
WHEREAS, City is committed to maintaining an equitable and competitive compensation system
for tile benefit of its employees; and
WHEREAS, from time to time, City needs consulting or other workforce assistance (the
"Services") to assist it in fuffilliug the foregoing commitment; und
WHEREAS, Professional is experienced in providing and desires to provide to City the Services
referenced herein; and
WHEREAS, City desires to engage Professional as an independent contractor for tile 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 nmtnally 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 anti agrees that City may, from time to time, request Professional to
provide additional or modified Services, the scope of which shall be as reqnested and defined by
the Mayor or his duly authorized representative and attached hereto in tile order approved by City.
2.3 Time is of the essence of this Agreement.
Gibbs Planning Group
Comlnunity Services Dept - 2005
Appropriation #404; P.O.#13885
Contract Not To Exceed $36,500.00
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 404 funds.
3.5 City shall designate the Mayor or his duly authorized representative to act on City's behall' 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 shah 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 herennder shall be
no more than Thirty-Six Thousand Five Hundred Dollars ($36,500.00) (the "Estimate").
Professional shall submit an invoice to City no more than once every thirty (30) days for Services
provided City during the time period encompassed by such invoice. Invoices shall be submitted on
a form containing the same information as that contained on the Professional Services Invoice
attached hereto as Exhibit B, incorporated herein by this reference. City shall pay Professional for
all undisputed Services rendered and stated on such invoice within sixty (60) days from the date of
City's receipt of same, or be subject to a late charge of one percent (1%) of such unpaid and
undisputed invoice amount for each month same remains unpaid.
5.2 Professional agrees not to provide any Services to City that would cause the total cost of same to
exceed the Estimate, without City's prior written consent.
SECTION 6. TERM
Subject to the termination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be
in effect for one (1) year after its Effective Date.
bpw/mod/2OO5contract$/BOC$/gibbs planning qroup/date 2
Gibbs Planning Group
Community Services Dept - 2005
Appropriation/4404; P.O.#13885
Conlract No! To Exceed $36,500.00
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 Cty ~ "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.
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 claitns
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
bpw/mod/2005contracts/DOCS/gibbs planning group/date
Gibbs Planning Group
Cotmnunity Services Dept - 2005
Appropriation #404; P.O.#13885
Contract Not To Exceed $36,500.00
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 tile event
such a lien is filed and Professional fails to remove it within ten (10) clays 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 tile event Professional: (a) repudiates, breaches or defimlts 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 exemise any other rights or
remedies available to it at law or in equity.
7.8 Government Compliance.
Professional agrees to comply with ail laws, executive orders, roles and regulations applicable to
Professional's performance of its obligations nnder 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 fifilure by Professional to do so. This indemnification obligation shall snrvive the termination
of this Agreement.
7.9 lndenmification.
Professional shall indemnify and hold harmless City and its officers, officials, employees anti
agents from all losses, liabilities, claims, jndgments 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 e~nployees, ageuts or contractors in the performance of
this Agreement. This indemnification obligation shall survive the termination of this Agreement.
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, teuure, 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,
bpw/mod/2005contracts/DOCS/~ibbs planning qrouD/da~e 4
Gibbs Planning Group
Community Services Dept - 2005
Appropriation #404; P.O.#13885
Contract Nm To Exceed $36,500.00
national origin, ancestry, age, disabled veteran status oi' Viemam era veteran status. This
indemnification obligation shall survive the termination of this Agreement.
7.11 Severability.
If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of
competent jurisdiction, that provision shall be stricken, and all other provisions of this Agreement
that can operate independently of same shall contiuue in full force and effect.
7.12 Notice.
Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to this
Agreement shall be written and either hand-delivered or sent by prepaid U.S. certified mail, return
receipt requested, addressed to the parties as follows:
CITY:
Michael Holliba ugh
Director of Community Services
City of Carmel
One Civic Square
Carmel, Indiana 46032
Douglas C. Haney, City Attomey
Department of Law
City of Carmel
One Civic Square
Carmel, Indiana 46032
PROFESSIONAL:
Gibbs Planning Group//fl~.,
330 E Maple Street, No. 310
Birmingham, MI 48009
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.
7.13 Effective Date.
The effective date ("Effective Date") of this Agreement shall be tile date on which the last of tile
parties hereto executes same.
7.14 Governing Law; Lawsuits.
This Agreement shall be g~verned 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.
bpw/mod/2005contracts/DOCS/~ibbs planninG group/date 5
Gibbs I~lanning Group
Com~nunity Services Dept - 2005
Appropriation #404; P.O.#13885
Contract Not To Exceed $36,500.00
7.15 Waiver.
Any delay or inaction on the part of either party in exercising or pursuing its rights and/or
remedies hereunder or under law shall not operate to waive any such rights and/or remedies nor in
any way affect the rights of such party to require such performance at any time thereafter.
7.16 Non-Assignment.
Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder
without City's prior written consent.
7.17 Entire Agreement.
This Agreement contains the entire agreement of and between the parties hereto with respect to the
subject matter hereof, and no prior agreement, understanding or representation pertaining to such
subject matter, written or oral, shall be effective for any purpose. No provision of this Agreement
may be amended, added to or subtracted from except by an agreement in writing signed by both
parties hereto and/or their respective successors in interest. To the extent any provision contained
in this Agreement conflicts with any provision contained in any exhibit attached hereto, the
provision contained in this Agreement shall prevail.
7.18 Representation and Warranties.
Each party hereto represents and warrants that it is authorized to enter into this Agreement and that
any person or entity executing tbis Agreement on behalf of such party bas the authority to bind
such party or the party which they represent, as the case may be.
7.19 Headings.
All headings and sections of this Agreement are inserted for convenience only and do not form a
part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof.
7.20 Advice of Counsel.
The parties warrant that they have read this Agreeinent and fully understand it, bave had an
opportunity to obtain the advice and assistance of counsel throughout the negotiation of same, and
enter into same freely, voluntarily, and without any duress, undue influence or coercion.
7.21 Copyright.
City acknowledges that various mhterials 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 copyrigbts 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.
bpw/mod/2005congracgs/DOCS/gibbs planninq group/date 6
Gibbs Planning Group
Communily Services Dept - 2005
Appropriation #404; P.O.#13885
Contract Not To Exceed $36,500.00
7.22 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 Professioual or under his supervision and all personnel engaged in the work shall be fully
qualified to perform such services.
7.23 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 fi'ee access at all proper times to such records and the right to examine aud audit the same
and to make transcripts there from, and to inspect all program data, documents, proceedings and
activities.
7.24 Accomplishment of Project
Professional shall commence, carry on, and complete the project with all practicable dispatch, in a
sound economical and efficient manner, in accm'dance with the provisions thereof and all
applicable laws. in accmnplishing 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.
[Remainder of page intentionally left blank]
bpw/mod/2OOScontracts/DOCS/gibbs planning group/date 7
Gibbs Planning Group
Community Services Dept - 2005
Appropriation #404; P.O.#13885
Contract Not To Exceed $36,500.00
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA GIBBS PLANNING GROUP/~,Nz:o t*5
by and through its Board of Public
Works and Safety
BY:
J
Mar~y Anp~B~rk¢,
BY:
Printed Name:
FID/TIN:
SSN if Sole Proprietor: __~ ....
bpw/mod/2005contracts/DOCS/gibbs planning group/date 8
GIBBS
PLANNING
GROUP
9 March, 2005
Mr. Michael P. Hollibauh, Director
Department of Community Services
City of Carmel
One Civic Square
Carmel, Indiana 46032
Sent via Fed-X
Dear Mr. Hollibaugh:
I am pleased to respond to your request for a retail market analysis for the
City of Carmel. Our experience and expertise allow us to formulate and
refine a proven and focused approach to assist you with the analysis of the
range of retail development that is supportable in your community. We at
Gibbs Planning Group (GPG) are dedicated to providing practical,
implemental results, which reflect economic development realities and not
just theoretical research. Our findings will assist you and policy makers
with a market basis understanding of actual retail market conditions and
trends.
Understanding:
The City of Carmel is midway through the building of a major new town
center that is based upon the principals of the new urbanism. This new
center includes residential, office, retail and community uses. The
development of this new center has had many significant positive impacts
on the entire city.
The purpose of the services outlined by this proposal is designed to provide
city policy makers with a realistic baseline of what amounts and types of
retail development are likely supportable in Carmel during a five year
horizon. This retail market analysis will be designed to assist the city in
determining specific supportable retailers and their building-development
requirements. This study will also allow for local developers to make the
best possible presentation to potential retail tenants
Task One: Physical Analysis
The Gibbs team will comb the entire Carmel region, visiting all shopping
centers and retailers. The inventory will include: evaluation of the various
shopping centers quality, service merchandise to seek out potential voids or
over supply of a particular good or service. This hands-on inventory, allows
"'E
Page 2
Market Study Proposal
Ci~g of Carmel, Indiana
Gibbs Planning Group, Inc.
9 March, 2005
for GPG to understand the micro market conditions, and to make
adjustments in the census data to account for real world conditions in the
region. For example, the gravitational U.S. census model may indicate
that a particular retail segment is under represented in terms of physical
store size, but a particular retailer may actually have significantly higher
than average service and sales, pulling from a larger trade area than is
typical.
A model will be conducted by the Gibbs team, examining Carmel's trade
areas, expender potential demand and the existing supply. Using the Gibbs
model, various supply and demand scenarios will be conducted,
determining a full range of potential voids and over-supply by each retail
categories. As a part of this Task, GPG shall also conduct a citywide
reconnaissance-level survey to become familiar with land use, building,
parking, traffic circulation and development conditions and issues within
the Carmel region.
Task Two: Retail Market Analysis
One of the most important elements in planning for the long range is for a
community to have an accurate and realistic understanding of its market
potential ranges. This market research can be the baseline data for Carmel
to determine what is likely to happen in your community under the existing
status quo conditions, as well as what potential maximum additional retail
businesses are supportable during the next five years (2010).
This study will proved a reaiistic understanding of the market potential for
those types of retail types likely to be drawn to the city. GPG has found that
such retail uses need to be unique and entertaining enough to draw visitors
regularly from the adjacent communities, as well as from a larger trade
area than is traditional for such a commercial center. Another critical issue
is one of the space requirements for the various types of retail.
It is anticipated, that the findings of this step will allow for the city set
goals, policy and to make specific short and long term implementation
actions for planning for its retail growth.
The following issues will be addressed by GPG during the retail analysis:
a. What is the likely trade areas served by the study area?
Page 3
Mariet Study Proposal
CiO~ of Carmel. Indiana
Gibbs Planning Group, Inc.
9 March, 2005
f.
g.
What do we estimate the different patron segments (i.e. workers,
tourists, residents, visitors) to be, as serviced by the retailers of the
study area?
GPG will collect demographic data including: household income,
consumer expenditure potential by retail category, education levels,
% white-collar employment, age, projected growth, etc.
GPG will prepare a map identifying the location of ail major retail
centers in the primary and secondary trade areas, which will better
explair~ the effects of the gravitational model of competing retail
districts on the primary and secondary trade area.
GPG will review the existing proposals for the development of the
residentiai and commercial areas located in or adjacent to the study
area.
GPG will define a primary and secondary trade area for the
supportable retail development.
GPG will factor into its anaiysis of consumer expenditure the effects
of pedestrian circulation, general vehicular circulation patterns,
strength of existing retail competition, proposed adjacent residential
and commerciai construction, as well as other relevant conditions.
GPG will prepare a written summary of the relevant population and
demographic characteristics of the trade area.
GPG will issue a letter of qualitative opinion as to whether or not
retail development is supportable in the study area and what size of
retailers would be most successful.
GPG will prepare a written analysis of which retail categories (men's
apparel, sporting goods, hardware, etc.) currently face excessive
competition, thereby making them susceptible to store closures, as
well as which retail categories show a void in competition and can
therefore support additional development.
GPG shail provide a detailed list of potentlai retail and entertainment
businesses that could be tenants in the study area.
Task Three: Plan Analysis
GPG will review your latest master plan for the city center and other
proposed retail areas to make observations and recommendations regarding
how they respond to the present needs of the private retail development
market. GPG's review will include: building placement, footprints, store
sizes, service lanes, parks and generai pedestrian circulation.
Page 4
Market Study Proposal
City of Carmel, Indiana
Gibbs Planning Group, Inc.
9 March, 2005
Deliverables
GPG will provide the following services and deliverables per this agreement:
members of the GPG team will make up to one (1) trip to the study area for
2-4 days; participate in up to (3) conference calls from our Birmingham
offices and make one (1) final presentation of our findings via conference
call. In addition, GPG shall prepare one (1) written market research report
20-25 pages. GPG will be available for additional site visits and
presentations as requested by in for additional fees as outlined below.
Remuneration
Our total proposed fees for the above scope of services for both Study Areas
is Thirty-six Thousand Five Hundred Dollars ($36.$00.} plus
reproduction, mail, travel, lodging and meal expenses.
Additional Services
GPG shall be available for additional services per your request for further
research or to participate in a site planning workshop for additional fees as
follows: Principal per diem: $2,500./per hour $200 or associate for
$1200.per diem/S110, per hour.
Limits of Scope of Services:
The services described in this agreement are for qualitative retail and
planning analysis only, and should not be used as the sole basis of
development, financing, or leasing. In addition, the following items are not
included in this proposal:
a. Environmental reviews or analysis for toxic or contaminated site
conditions.
b. Civil engineering or design of grading, storm drainage, sewers &
roads, building and structural architectural design and engineering.
d. Detailed cost projections or estimates.
e. Real estate brokerage or leasing services.
Conditions of Agreement:
a. GPG will begin services as described by this proposal upon receipt of
your signature below.
b. GPG will invoice you on a monthly basis or at the completion of each
Step.
EXH Bff ......... "
Page 5
Market Study Proposal
City of Carmel, Indiana
Gibbs Planning Group, Inc.
9 March, 2005
All invoices will be paid within 30 days.
This proposal will be valid for 30 days from today's date.
The owner will supply GPG with necessary site, topographic,
boundary surveys, architectural floor plans and elevations, etc. as
required.
This agreement will not be enforced by either party until each party
has in its possession a copy of this agreement signed by the other.
In the event of termination or suspension due to the fault of others
than GPG, GPG will be paid compensation for ail completed work,
plus other fees which may have been authorized by the Owner for
expenses resulting from such termination or suspension.
All claims, disputes and other matters in question arising out of, or
relating to, this agreement or the branch thereof, will be decided by
any arbitrator; said arbitrator will be appointed by American
Arbitration Association, and arbitration shail occur in Oakland
County Michigan.
GPG's responsibility to any errors or omissions is limited to the fees
invoiced for the services outlined by this proposal.
This agreement represents the entire and integrated agreement
between GPG and the signee, and supersedes ail prior negotiations,
representations or agreements, either written or oral. This agreement
may be amended only by written instrument signed by both GPG and
a representative of the signee.
Thank you again and I am looking forward to working with you and your
community in the near future.
Sincerely,
GLOBS PLANNING GROUP, INC.
President
Above Terms & Condifform Accepted:
Name Title
Representing Date
--END OF DOCUMENT--