Town Planning & Urban Design/DOCS??i?t?a.?ec?1/?y?l°d' ?'o nlroc.-t #y I ? • ?5 :08' • 05
Town Planning and Urban Design Collaborative
Department of Community Services- 2008
Appropriation 043404-00; P.O. #19708
Contract Not To Exceed $50,000.00
APPROVED, AS 10
FORM By.
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreement") is hereby entered into by
and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety ("City"), and
Town Planning and Urban Design, Collaborative, an entity duly authorized to do business in the State of Indiana
("Vendor").
TERMS AND CONDITIONS
ACKNOWLEDGMENT. ACCEPTANCE:
Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of
same constitutes its acceptance of all of the Agreement's terms and conditions.
2. PERFORMANCE:
City agrees to purchase the goods and/or services (the "Goods and Services") from Vendor using City
budget appropriation number 43-404.00 funds. Vendor agrees to provide the Goods and.Services and to
otherwise perform the requirements of this Agreement by applying at all times the highest technical and
industry standards.
3. PRICE AND PAYMENT TERMS:
3.1 Vendor estimates that the total price for the Goods and Services For Phase I to be provided to City
hereunder shall be no more than Fifty Thousand Dollars ($50,000.00 ) (the "Estimate"). Vendor shall
submit an invoice to City no more•than once every thirty (30) days detailing the Goods and Services
provided to City within such time period. City shall pay Vendor for such Goods and Services within
sixty (60) days after the date of City's receipt of Vendor's invoice detailing same, so long as and to
the extent such Goods and Services are not disputed, are in accordance with the specifications set
forth in Exhibit A, are submitted on an invoice that contains the information contained on attached
Exhibit B, and Vendor has otherwise performed and. satisfied all the terms and conditions of this
Agreement.
3.2 Vendor agrees not to provide any Goods and Services to City that would cause the total cost of the
Goods and Services provided by Vendor to City hereunder to exceed the Estimate, unless City has
previously agreed, in writing, to pay an amount in excess thereof.
4. WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to those
certain specifications, descriptions and/or quotations regarding same as were provided to Vendor by City
and/or by Vendor to and accepted by City all of which documents are incorporated herein by reference, and
that the Goods and Services will be delivered in a timely, good and workmanlike manner and free from
defect. Vendor acknowledges that it knows of City's intended use and expressly warrants that the Goods
and Services provided to City pursuant to this Agreement have been selected by Vendor based upon City's
stated use and are fit and sufficient for their particular purpose.
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'TownTlanning and. Urban. Design Collaborative
Department of 6rnmuniry Services- 2008
Appropriation #43-404r00, .P;O. M9708
Comraat.NotTo Exceed_$50,000?00
5: `TIME AND PERFORMANCE',.
This Agreement shall become effective as'of the last:datei n which a party hereto executessarne ("Effective
bate"), and both parties shaltthereafter perform their obligations hereunder in a timely manner. Time is of
the essence of this Agreement.
6. DISCLOSURE AND WARNINGS:
If requested by City, Vendor-shall promptly furnish to City, in,such form.and,detail,as City'may direct,;a list of
all chemicals, materials, substances.,and items used in. or during the, provision of the Goods and Services
provided hereunder, including the' quantify,, quality and concentration' thereof and any other information
relating thereto. At the time of the delivery"of'the Goods and Services provided hereunder', Vendoragrees to
furnish to City. sufficient written warning and notice (including appropriate labels on containers°,and packing)
of any,hazardous material utilized in-or thafis a part of'the-Goods and Services.
1. LIENS:
Vendor shall not cause,or permit the filing of any lien on-any of City's property. In. the event.any such lien is
filed and Vendor fails to remove such,lien'withihYen(.10)'days after the filing thereof, by payment or.bonding,
City shall have the right to -pay such;lien or-obtain such bond; all atVehdor's sole.costarid :expense.
8. DEFAULT:
In. the. event Vendor (a) repudiates, breaches or defaults under any of 'the terms or conditions of this
Agreement,; including-Vendor's warranties; (b) failsto'provide the-Goods,and Services as specifiediherein;
(c) fails to make progress so as to'endanger timely and proper provision of the Goods and Services and does
not correct such failure, or breach within five, (S) business days (or such shorter period of time as is
commercially reasonable under thecircumstances) after receipt of notice from City specifying such failure or
breach„ or (d) becomes insolvent, is placed into receivership, makes-a general assignment for the benefit of
creditors. or dissolves; each such'evenfconstituting;an.event of defauit hereunder, City shall, have the right to
(1) terminate all or any parts of this Agreement;, without liability to Vendor; and (2) exercise all other rights
and'remedies available to Cityatlawandlor.in'equlty.
9. INSURANCE AND INDEMNIFICATION:
Vendor shall procure and maintain in;fult'force and.effect du"ring the term of this Agreement, with an,insurer
licensed,to do business in the State of Indiana,'such insurance as is necessaryfor the protection of City and
Vendor from all claims for damages under any workers' compensation,, occupational disease and/or
unemployment compensation act; for bodily injuries including, but-not limited,to,,personal irjury,,#kr}ess,
disease or death of or to any of, Vendors agents, officers,. employees; contractors and subcontractors; and,
for any injury to or destruction of properly, including, buf riot limited to, any loss.of"use resultingJI-lerefrom,
The,-coverage amounts shall be no less than those amounts set forth in attached Exhibit C. Vendor shall
cause'its insurersto,name City as* additional insured on all such,insurance policies; shall-promptly provide
City, upon. request,. with copies of all'such policies„and,shal(prodide that;such insurance policies `shall not.be
canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless City from and
against any and all liabilities„claims; demands or expenses (including, but"not'limited'to, reasonable attorney
fees) for injury; death and/or damages to any person or property arising from or in connection with Vendors
provision of Goods and 'Services pursuant to of under this Agreement or'Vendor s;use of City property.
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Town Planning and: Urban Design Collaborative
Department of Community Servicea- 2008
.Appropriaticii iMa-404-00; P.O. #19708
Contract Not-Tc'Exceed $50;000.00
Vendor further agrees to indemnify, defend and hold harmless City and its officers; officials, agents and
employees from all claims and suit'
s;of; whatever type;, including: but not limited to, al! court costs, attorney
fees, and other expenses, caused by-any act' or omission of Vendorandlor of any of Vendors. agents,
officers, employees, contractors or subcontractors in the performance of this Agreement. These
indemnification obligations sl all'survive the termination,of this Agreement.
10. GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal,,state'and local laws, executive orders, rules, regulations and codes
which may be applicable to Vendor's performance of its obligations under-this Agreement and all. relevant
provisions thereof are incorporated, herein by this reference. Vendor.agrees,to.indemnify, and hold charmless
City from any loss; damage and/or liability resulting from any,such violation of such laws, orders, rules,
regulations and codes.. This`indemnffication obligation shMIsurvive the, term ination of this Agreement.
11. NONDISCRIMINATION:
Vendor represents and warrants that it and all of its officers, employees, agents, contractors and
subcontractors,shall comply with all laws of the United States, the State of Indiana and City prohibiting
discrimination against any employee, applicant foremptoyment,or other person in the provision of any Goods
and. Services provided by this Agreement with respect to their hire, tenure, terms,, conditions and privileges of
employment(and..any other; matter related to their,employment orsubcontracting, because of race, religion;
color, sex; handicap, national origin; ancestry, age, disabled veteran ",status, andlor Vietnam era, veteran
status.
12. NO IMPLIED WAIVER
The failure of either party to require performance by the other of any provision of this Agreement,shall not
affect the right of such party to require such, performance atany time`thereaher„nor, shall the waiver by any
party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the
same or, any other.provision hereof.
13. NON-ASSIGNMENT:
`Vendor shall not=assign or pledge this Agreement whether as collateral fora loan or otherwise; and shall not
delegate its obligations underthis Agreement without City's prior written consent:
14. RELATIONSHIP OF PARTIES-
The relationship of.the parties hereto shalfbe as provided for in this,Agreement, and neither Vendor nor any
of its officers, employees, contractors, subcontractors and agents are employees of City. The contract price:
set foith herein shall be the-,full and, maximum compensation and monies required WCity to be paid to
Vendor underor,pursuantto this Agreement.
15. GOVERNING LAW; LAWSUITS,
This Agreement is to be construed in accordance: with and! governed by the laws of the State of Indiana,
except ,forits conflict of;iaws provisions. The parties agree that, in the`event a Jawsuitis tiled hereunder„they
waive their right to'a.jury trial, agree, to fileany 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.
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Town Planning and Urban Design Collaborative
Department of Community Services- 2008
Appropriation #43404-00; P.O. #19708
Contract Not To Exceed $50,000.00
16. SEVERABILITY`.
If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive
order or other rule of law, such term.shall be deemed reformed or deleted, but only to the extent necessary to
comply with same; and the remaining provisions of this Agreement shall remain in full force and effect.
17. NOTICE:
Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by postage
prepaid U.S. certified mail, return receipt requested, to the parry to be notified at the address specified
herein:
If to City: City of Carmel
One Civic Square
Carmel, Indiana 46032
ATTN: Mike Hollibaugh
AND
Douglas C. Haney, City Attorney,
Department of Law
One Civic Square
Carmel, Indiana 46032
If to Vendor: Town Planning and Urban Development Collaborative
236 Pearl Street
Franklin, Tennessee 37064
Telephone: 615-250-0554
E-Mail: bdan@tpudc.com
ATTENTION: W. Brian Wright
Notwithstanding the above, notice of termination under paragraph 18 hereinbelow shall be effective if given
orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from
the date of such oral notice.
18. TERMINATION:
18.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to
Vendor, immediately terminate this Agreement for cause, in the event of a default hereunder by
Vendor and/or if sufficient funds are not appropriated or encumbered to pay for the Goods and
Services to be provided hereunder. In the event of such termination, Vendor shall be entitled to
receive only payment for the undisputed invoice amount representing conforming Goods and
Services delivered as of the date of termination, except that such payment amount shall not exceed
the Estimate amount in effect at the time of termination, unless the parties have previously agreed in
writing to a greater amount.
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Tpwn planning and Urban Design Collaborative
Department of Community Services- 2008
Appropriation 443-404-00; T.0, 419708
Contract Not To Exceed 550000:00
18.2 City may terminate this Agreement at any time-upon thirty, (30) days prior notice.to Vendor. In the
event of such, termination, 'Vendor shall be entitled :e receive, orily payment for the undisputed
invoice amount of conforming Goods and Services delivered as=of'the date of termination, except
that such payment amount shall not exceed the Estimate amount ri effect at the time of:termination,
unless the parties have previouslyagreed in writing to a g[eater amount,
19. REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that4hey are authorized to?enter into this Agreemert and that the persons.
executing this Agreementhave the authdrity:to bind the pa; y_ which they represent:
20. ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that City may, fro'rri,time to time, request Vendor to provide additional.goods
and services do. City: When City=desires additional goods and'services from Vendor, the:City shall notify
Vendor of such additional gocds,and•services desired; as well as theAriie4rame in which same are to.be
provided. Only after City has approved Vendor's time and cost estimate,for"the.provision of such additional
goods and services, has encumbered sufficient, monies to pay for same, and has authorized Vendor., in
writing, -to provide such addilional.goods and services, shall such goons and services be provided byVendor--
to City. A copy of.the City's authorization documents for the purchase`of.additional goods and services shall
be numbered and attached hereto in the order'in`wh4 they are. approved by City.
21. TERM
Unless otherwise terminated in accordance with the :termination provisions. set forth in Paragraph 18
hereinabove, this Agreement shall'be in, effect-from the Effective Date through December 31; 2008, and
Shall, on the first'dayof each January thereafter, automatically'renew fora period of one (1) calendar year,
unless otherwise agreed by the parties hereto.
22 HEADINGS
All heading and sections of this Agreement.are inserted'for convenience only and do not form a part of this
Agreement noriimit, expand or otherwise alter the' meaning of any'provision hereof.
23. BINDING EFFECT
The parties, `and their respective officers, officials'; agents; partners, successors, assigns and legal
representatives,;are bound to the other with respect to all of the covenants,, terms, warranties and obligations
set forth in Agreement.
24. NO THIRD, PARTY"BENEFICIARIES
This Agreement gives no rights crbenefitstb anyone other than,City and'Vendor.,
25 ADVICE OF COUNSEL;
The parties warrant that they have read this.Agreement.and understand,it, have,had'the opportunity to obtain
egal advice and assistance'of counsel throughout the'negctiation of this Agreement, and enter into same
freely, voluntarily, and without any duress, undue' influence or coercion:
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Town Planning and Urban Design Collaborative
Department of Community Scrviccs- 2008
Appropriation 843404.00; P.0.019708
Conu=t Not To Exceed S50.000.00
26. ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire
agreement between vendor and City with respect to the subject matter hereof, and supersedes all prior oral
or written representations and agreements regarding same. Notwithstanding any other term or condition set
forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit
attached to this Agreement or in any document referenced herein conflicts with any term or condition
contained in this Agreement, the term or condition contained in this Agreement shall govem and prevail.
This Agreement may only be modified by written amendment executed by both parties hereto, or their
successors in interest.
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA
Town Planning and Urban Design Collaborative
by and through Its Board of Public
Works and Safety
By:
James Brainard, Presiding Officer
Date:
By:
Authorized Signature
I?t)f i ?f
W. 3411164^
Printed Name
Mary.Ann Burke. Member
Date:
Con S. Watson, Member
Date:
ATTEST:
Diana Cordray, IAMC, Clerk-Treasurer
Date:
1
Title
FID/TIN: AD 3 1 q 0 Pla0
SSN if Sole Proprietor:
Date: _121&& I a 8
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Tpwn•Planning.and Urban Design Collaborative
Departntent of Community,,Ser'vices- 2008:
Appropriation #43-404-00; P.O. 419708
Contract Not To Exceed $50,000.00
26. ENTIRE AGREEMENT:
This.:Agreement, together with any exhibits, attached hereto or referericed herein, constitutes the. entire
agreement between Vendor and City with respect to•the subject matter hereof, and supersedes all;,pnor oral
or written representations and agreements regarding same. Notwithstanding any.other term or condition-set
forth herein„but subject fo, paragraph 16 hereof; to the.extenf any'term or condition contained'in,"any exhibit
attached to this Agreement. or in any document referenced 'herein conflicts, with any term or condition
contained in this Agreement,,Ihe term 'or condition contained",in this. Agreement°shall govern and prevail.
This -Agreement may only be modified by written amendment executed by both, parties hereto, or their
successorsin interest.
IN'WITNESS WHEREOF,.the parties hereto have made-and executed this'Agreement!as follows;
CITY,OF CARMEL, INDIANA
Town; Pianning and lJrban Design Collaborative
by and through ils,Board of Public
Works and Safety
By:
mimes Brainard, r sid'0 icer
Date:
c
Wry An Burke; Member
Date: ?S-tom'
Lori S. Watson ember
Date: ? i d C 1 cq,
By-
Authorized Signature
Printed Name
Title
FIDITINs
SSN if Sole Proprietor:
Date:
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T•P•U-D-C
Septeniber 24. 20013.
Nhchael Hollibaugh
Plamaing & Z-ouinz Director
The City.of Carmel
3rd Floor
One Civic Squire
Carmel, Ion 46032
317=571-3417
Dear Selerrion,Conimttec;
CALOMEL SMARTCODE
LETTER OF INTEREST
T_":P U I??:?-C
?.Z ??I:ia-fig^F• ? ;
Toivu PLahning. St, Urban Dc?sigu Collaborative L:LC. (hereafier referrcd=to as TPUD)Q. and our ceairi of'rational and local
experts. is pleases jrb offer our. piopcsal for die crearion of the downtown master J Efan and cusroinliatioli; oLclie'SmnnCode
for Cannel Lridia'm and'ihe producrion.drelared documents andscevices. Outlined, in this proposal are clic process, product,
schedule::fnd fee'for our enoagenaent.
TPUDC has carefillly chosen a'verv selecciv-e reana specifically fortfiL's'pmject.aswe havrtuhserved,tlaat the greatest, places are
created nor through the effurts:of incliviElnal specialists or one firm, buFraiher:the"collaborative iiieeraccion"o&mulridisciplinary
teams ofpmfessionah. This is not only a,core fundamental principal of our" fire i_•bui.aSo the'pftacer Smart Growth and.Nckv
Urbaaist movennents Iris thisr_c,ross-polhnal3on of ieleasrhar yields;holisneiinnowtive'`and effecrive solutions:
We have.found.that a is.tequally^iinperative for the. planniag,diredrims lniviing sniff. and officials co become-an integral pare of
the planning and coding ream. Iris, our goal m work closelp wiik'represtiiratives froncthe Division of Plannirig and,Zoning
in addition to local. officials, residents. and merclrMCS' in developing ;i r'oiiniuniiv-based master plan:and calibrated.'.SmanCode
[or the City. Th s rode-.and any,associated,pladsrand docuineats must be ,realistic:. envirgnmeneally sustainable,:ecnnoniicaly
rewarding and promote walkable anil'vibcaiiE de'velapme8t Mule fostering,arstrong sense ofcomnnlnity:
11 TPUDC will work with [he local plann ng srafF thiour:hout'the, approval proces for the code. h-is the planning staff and
electc,t o icrilss that Will, bt'resboni ibic. for zdriuniswi-ing and enforcingxrhe new cede:,themfore'•vve see k as our. responsibility
give them the traihingmeces3ary to do so. In orderm.best facilitate this efforr,TPUDC lin-s':devclbped a snicincr: series oF3reps to
both Familiarize the-planning stall' with Elie nuances OF.tho Cannel ciliiboued'SmartCode',and give'dicln Elie tools.tc effectively
.adnunister:it. hicldded'in 'rho scope of our proposal are mo inremive,Sirian:Code traijung sessions"ftir':a11'city' planning. staff and
olficials'prior:to'and 1`61lownig:the,chorrerre. The detailzd'senesrofsrep, is;ourdiiiett,ia-LllesubwquenrPages
We appreciaee the opportunity to help protect the"integii", and chirdaer,thit makes'Carmebspec il: We'have done our best
to Frovidc'you?with the Information requested but vve. kiiow there'are oftciv,gneuiom clias,arise.dur ng the review of.iuch.an
esrensive xibniission Please do nor hesitnte:m callif you have Shy questions.. We lookfarwanl ro speaking,wiih you nexr-wcek
and thank yuo, fur you, time,
inocrcEy.
Se1'l'6XWr,ght
76
rondicrounding Principal
Town Plafi?ing &Urban Design•Collabocauve LrLC,
"E H BIT k"
1
tD.'>OIIR TI'UUC:LL4];All'R ighrs Iiean?id- w,i:rru Jc:aiiv
`rEC[JNICAL SUMMARY &,CLOS'ING
To complete E lie, services herein described,rtbe totiI ? fee, is
_$200,000 (U.S..dollars)..Reimbnaable expenses.are in addition
1
;tothe-fee and,shall not exceed $34 120;as;efetailed`inrhe derailed
expense escimare'to the right.
The fee above is to be paid as'fohows::
Phase 1, Charr,4w,ccgani2atiomand' planniag.= $;0,000
Task' 1.0
Task 2.11.
Due upon-signing of the Agreement-
Phase : Il Ccnrral,Cafrne' Charrette - $100,000
Task 30
Task qf0
Due. on 'last day.of charrette.
Phase II] = Post Charrene -436,'P00
Task 50
Task 6.0
Due..upon dclivzryof test draft of the Documents,
Phase IV - Final -;)mft .- VCWno
Task 7.0
Task;BtQ,
Due-upon delivery of-Final Documents:
F&E, SUM-MARY
Detailed-Expense Estimate:
Hotel, $11,520
Team ?7tronunorlatinns ($160, x,12; team members x 72raanr
...
,flights)
Groilnd Transpoitacion. $4', 000
4 rented-vehicles + renra[,caagas - F1'000/wk
Travel $7;800
finch<desrniifnre; rinfeagc,yairport-parki nd"+,.taci, elc. -
Supplie,-. - -- $3500
Supplie,-, p6wing F& scanninggexpentrs req?dred and. used by the
charreue6rearn..
Printer/. Copier. .$1;000
Rentedfor fearn'use,rhrmighout the:rhaiiette
Chairs/ Tables Client, Responsil5lI ty
Keiual:.oftird[eS ar*ddtairs.for_tearn menid'ert•watksraiions and
"neizrrary;rneetiisgs' -Location,, etc: - Client Responsibility
Studio & meeting space, requirrd p.rrsenraridn equipnem ?(projenor
srree`H;?et%)
Meals' $5;300
Team member x,$601 day for 13, team members
Videogmphy $I ow
TOTAII,t .$34;120
C 200ti TPUUC.LIZ, M FLg&v Rcic rd: ,Z