IHS Global Insight/Engr C.(S AK IHS Global Insight (USA), Inc.
0.0.10.10
Engineering Department 2010
Appropriation #202 -509; P.O. #21794
Contract Not To Exceed $17,500.00
AGREEMENT FOR PROFESSIONAL SERVICL' AS TO FORM BY
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 IHS Global Insight (USA), Inc., (hereinafter "Professional" or "IHS GLOBAL INSIGHT
RECITALS
WHEREAS City owns and is responsible for the operation and maintenance of its property, personnel,
public works and infrastructure; and
WHEREAS, from time to time, City needs professional assistance in fulfilling its foregoing
responsibilities; and
WHEREAS, Professional is experienced in providing and desires to provide to City the
professional services "Services referenced herein; and
WHEREAS, City desires to engage Professional as an independent contractor for the purpose of providing to
City the Services referenced herein;
NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions set forth
herein, City and Professional mutually agree as follows:
SECTION 1. INCORPORATION OF RECITALS
The foregoing Recitals are hereby incorporated into this Agreement and made a part hereof.
SECTION 2. SCOPE OF SERVICES
21 City desires to engage Professional as an independent contractor for the Services set forth in
attached Exhibit A, incorporated herein by this reference.
2.2 Professional understands and agrees that City may, from time to time, request Professional to
provide additional or modified Services to City. When City desires additional Services from
Professional, the City shall notify Professional of such additional Services desired, as well as the time
frame in which same are to be provided. Only after City has approved Professional's time and cost
estimate for the provision of such additional Services, has encumbered sufficient monies to pay for same,
and has authorized Professional, in writing, to provide such additional Services, shall such Services be
provided by Professional to City. A copy of the City's authorization documents for the purchase of
additional Services shall be numbered and attached hereto in the order in which they are approved by City.
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.
1
IHS Global Insight (USA), Inc.
Engineering Department 2010
Appropriation #202 -509; P.O. #21794
Contract Not To Exceed $17,500.00
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 202 -509
funds.
35 City shall designate the Mayor or his duly authorized representative to act on City's behalf on all
matters regarding the Services.
SECTION 4. PROFESSIONAL'S RESPONSIBILITIES
4.1 Professional shall perform the Services pursuant to the terms of this Agreement and within any
applicable time and cost estimate.
4.2 Professional shall coordinate with City its performance of the Services.
4.3 Professional shall provide the Services by following and applying at all times reasonable and
lawful standards as accepted in the industry.
SECTION 5. COMPENSATION
5.1 Professional estimates that the total price for the Services to be provided to City hereunder shall be
no more than Seventeen Thousand Five Hundred Dollars ($17,500.00) (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 forty -five (45) 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 Professional sending the City a renewal quote for the Services defined herein, unless
otherwise terminated in accordance with the termination provisions set forth in Section 7.1
hereinbelow, this Agreement shall be in effect from the Effective Date through December 31,
2010, and shall, on the first day of each January thereafter, automatically renew for a period of one
(1) calendar year, unless otherwise agreed by the parties hereto.
2
HS Global Insight (USA), Inc.
Engineering Department 2010
Appropriation #202 -509; P.O. #21794
Contract Not To Exceed $17,500.00
SECTION 7. MIS CELLANEOUS
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. In the
event of termination of the Services, for any or without cause, City will pay Professional
the Fees for any Services performed prior to termination and any Expenses incurred up to
and including the date of termination.
7.1.2 The obligation to provide all or any portion of the Services under this Agreement may be
terminated by City, for cause, upon giving Professional 30 days written notice and an
opportunity to cure in the form of City's "Notice To Cease Services."
7.1.3 In the event of full or partial Agreement termination, and as full and complete
compensation hereunder, Professional shall be paid for all such Services rendered and
expenses incurred as of the date of termination that are not in dispute, except that such
payment amount shall not exceed the Estimate. Disputed compensation amounts shall be
resolved as allowed by law.
7.2 Binding Effect.
City and Professional, and their respective officers, officials, agents, partners and successors in
interest are bound to the other as to all Agreement terms, conditions and obligations.
7.3 No Third Party Beneficiaries.
Nothing contained herein shall be construed to give rights or benefits to anyone other than the
parties hereto.
7.4 Relationship.
The relationship of the parties hereto shall be as provided for in this Agreement, and neither
Professional nor any of its agents, employees or contractors are City employees. Professional shall
have the sole responsibility to pay to or for its agents, employees and contractors all statutory,
contractual and other benefits and/or obligations as they become due. Professional hereby warrants
and indemnifies City for and from any and all costs, fees, expenses and /or damages incurred by
City as a result of any claim for wages, benefits or otherwise by any agent, employee or contractor
of Professional regarding or related to the subject matter of this Agreement. This indemnification
obligation shall survive the termination of this Agreement.
3
IHS Global Insight (USA), Inc.
Engineering Department 2010
Appropriation #202 -509; P.O. #21794
Contract Not To Exceed $17,500.00
7.5 Insurance.
Professional shall procure and maintain with an insurer licensed to do business in the State of
Indiana such insurance as is necessary for the protection of City and Professional from all claims
under workers' compensation, occupational disease and /or unemployment compensation acts,
because of errors and omissions, because of bodily injury, including, but not limited to, the
personal injury, sickness, disease, or death of any of Professional's employees, agents or
contractors and/or because of any injury to or destruction of property, including, but not limited to,
any loss of use resulting therefrom. The coverage amounts shall be no less than those amounts set
forth on attached Exhibit C. Such insurance policies shall not be canceled without thirty (30)
days' prior written notice to City.
7.6 Liens.
Professional shall not cause or permit the filing of any lien on any of City's property. In the event
such a lien is filed and Professional fails to remove it within ten (10) days after the date of filing,
City shall have the right to pay or bond over such lien at Professional's sole cost and expense.
7.7 Default.
Either Party may terminate this Agreement, any Schedule of Services or licenses granted under
such Schedules in the event of: (a) a breach of any material term or condition of this Agreement
and does not cure such breach within thirty (30) days of written notice thereof; (b) Professional's
failure to perform the Services as specified; (c) Professional's failure 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) the
transfer of one of the Party's assets to an assignee for the benefit of creditors, to a receiver or to a
trustee in bankruptcy, or if a proceeding is commenced by or against the Party for relief under
bankruptcy or similar laws and such proceeding is not dismissed within sixty (60) days, or the
Party is adjudged bankrupt. Neither party has to right to terminate for cross default. Either Party's
termination of this Agreement for an uncured breach of a material term or condition contained
herein will terminate all attached Scopes of Service(s).
7.8 Government Compliance.
Professional agrees to comply with all laws, executive orders, rules and regulations applicable to
Professional's performance of its obligations under this Agreement, all relevant provisions of
which being hereby incorporated herein by this reference, to keep all of Professionals' required
professional licenses and certifications valid and current, and to indemnify and hold harmless City
from any and all losses, damages, costs, liabilities, damages, costs and attorney fees resulting from
any failure by Professional to do so. This indemnification obligation shall survive the termination
of this Agreement.
7.9 Indemnification
Professional shall indemnify and hold harmless City and its officers, officials, employees and
agents from all losses, liabilities, claims, judgments and liens, including, but not limited to, all
damages, costs, expenses and attorney fees arising out of any intentional or negligent act or
omission of Professional and/or any of its employees, agents or contractors in the performance of
this Agreement. This indemnification obligation shall survive the termination of this Agreement.
4
1HS Global Insight (USA), Inc.
Engineering Department 2010
Appropriation #202 -509; P.O. #21794
Contract Not To Exceed $17,500.00
7.10 Discrimination Prohibition.
Professional represents and warrants that it and each of its employees, agents and contractors shall
comply with all existing and future laws prohibiting discrimination against any employee,
applicant for employment and /or other person in the subcontracting of work and /or in the
performance of any Services contemplated by this Agreement with respect to hire, tenure, terms,
conditions or privileges of employment or any matter directly or indirectly related to employment,
subcontracting or work performance hereunder because of race, religion, color, sex, handicap,
national origin, ancestry, age, disabled veteran status or Vietnam era veteran status. This
indemnification obligation shall survive the termination of this Agreement.
7.11 Severability.
If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of
competent jurisdiction, that provision shall be stricken, and all other provisions of this Agreement
that can operate independently of same shall continue in full force and effect.
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:
City of Carmel Douglas C. Haney
Department of Administration Carmel City
One Civic Square Attorney One Civic
Carmel, Indiana 46032 Square
ATTENTION: Michael McBride Carmel, Indiana 46032
PROFESSIONAL:
IHS Global Insight (USA), Inc.
1150 Connecticut Ave., NW, Suite 401
Washington, DC 20036
Attention: Richard Fullenbaum
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.
5
IHS Global Insight (USA), Inc.
Engineering Department 2010
Appropriation #202 -509; P.O. #21794
Contract Not To Exceed $17,500.00
7.13 Effective Date.
The effective date "Effective Date of this Agreement shall be the date on which the last of the
parties hereto executes same.
7.14 Governing Law; Lawsuits.
This Agreement shall be governed by and construed in accordance with the laws of the State of
Indiana, except for its conflict of laws provisions, as well as by all ordinances and codes of the
City of Carmel, Indiana. The parties agree that, in the event a lawsuit is filed hereunder, they
waive any right to a jury trial they may have, agree to file such lawsuit in an appropriate court in
Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has
jurisdiction over same.
7.15 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 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.
6
IHS Global Insight (USA), Inc.
Engineering Department 2010
Appropriation #202 -509; P.O. #21794
Contract Not To Exceed $17,500.00
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 Agreement and fully understand it, have had an
opportunity to obtain the advice and assistance of counsel throughout the negotiation of same, and
enter into same freely, voluntarily, and without any duress, undue influence or coercion.
7.21 Copyright.
City acknowledges that various materials which may be used and /or generated by Professional in
performance of Services, including forms, job description formats, comprehensive position
questionnaire, compensation and classification plan and reports are copyrighted. City agrees that
all ownership rights and copyrights thereto lie with Professional, and City will use them solely for
and on behalf of its own operations. City agrees that it will take appropriate action with its
employees to satisfy its obligations with respect to use, copying, protection and security of
Professional's property.
7.22 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 Professional 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. Upon
giving Professional no less than five (5) business days prior written notice, City shall have free
access during normal working hours solely to those records directly related to this Agreement
and the right to examine and audit the same and to make transcripts there from.
7.24 Accomplishment of Project
Professional shall provide sufficient qualified personnel to perform the project in a professional,
competent, diligent and workmanlike manner in accordance with applicable industry standards,
practices and procedures and such other mutually acceptable standards and procedures as may from
time to time be set forth or specified by the City in writing. In accomplishing the project,
Professional shall take such steps as are appropriate to ensure that the work involved is properly
coordinated with related work being carried on within City's organization.
7
1HS Global Insight (USA). Inc.
Engineering Department 2010
Appropriation #202 -509: P.0.1321794
Contract Not To Exceed S17,500 -00
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA ISIS GLOBAL INSIGHT (USA), INC.
by and through its Board of Public
Works and Safety
BY a� BY:
4? es Brainard, Presiding Officer Authorized Signature
ate:
Printed Name: Richard F. Fullenbaum
4L�■■4`
ry urke, Member Title: Senior Managing Director
Date: 7 7
j FIDITIN: 510265127
Lori Si Watst em et SSN if Sole Proprietor:
Date: 7/7 0 Date: 6/23/2010
ATTEST
0( Ai I
Di. a Cordray, IAM• f Clerk Treasurer
Date: 7 -7 -/d
v
I [S� INSIGHT d Y
April 27, 2010
The Honorable James Brainard
Mayor
City of Carmel
Carmel City Hall
One Civic Square
Carmel, IN 46032
Dear Mayor Brainard:
It was a pleasure to speak with you recently regarding the innovative traffic solutions the City
of Carmel is constructing to improve public safety and traffic flows. We appreciate your
consideration of IHS Global Insight for the purpose of conducting a comparative analysis of
these solutions versus signaled intersections.
We recently received from Michael McBride a CD containing the results of the DLZ traffic
congestion study of selected intersections in Carmel. I am pleased to say that, after a careful
review of these reports, my colleagues and I believe there is sufficient data to conduct an
analysis of the safety benefits of current and proposed roundabouts in Carmel.
We propose that IHS Global Insight conduct a thorough review of the crash statistics
provided in the DLZ report as well as relevant publicly available literature on intersection
safety from reputable sources such as the Insurance Institute for Highway Safety (IIHS) and
the Federal Highway Administration (FWHA). This will ensure the development of an
objective methodology for assessing the safety of roundabouts relative to other intersection
types. Next, this methodology will be used to analyze the traffic safety data included in the
DLZ study. The primary focus of our analysis will be on the relative safety of roundabouts
and signalized and stop controlled intersections. The conclusions of the study will therefore
not focus on additional commentary on the Level of Service comparisons or on the relative
costs of construction, maintenance and rehabilitation of the various intersection
configurations. For example, the accident frequency and significance data for Carmel's
current roundabouts will be compared to other intersections within the study handling similar
traffic volumes. In addition, the methodology should help establish a quantifiable threshold
above which a roundabout is a more beneficial intersection design.
The Source for Critical Information and Insight"
IHS Global Insight (USA) Inc.
1150 Connecticut Ave. NW, Suite 401 1 Washington, DC 20036 1 USA
Tel: +1 202 481 9300 I Fax: +1 202 481 9301 c�/{
www,ihsglobalinsight.com EXHIBIT A
G to
The main deliverable will be a summary report, not to exceed 15 pages, plus data tables that
present the assessment methodology and final conclusions on the relative safety of Carmel's
roundabouts, signalized and stop controlled intersections.
The professional fees for conducting this study are $17,500. The project is anticipated to take
3 weeks to complete and will commence upon your signing and returning the attached
agreement.
Thank you again for your consideration and please feel free to contact me with any questions.
Sincerely,
Brendan O'Neil
Director of Business Development
Global Advisory Services
Phone: +1 202 481 9239
Fax: +1 202 481 9301
Mobile: +1 617 283 0078
��l
IHS GLOBAL INSIGHT (USA) INC.
I'HS, INSIGHT
Consulting Agreement
Agreement for consulting services (the "Agreement made this 27th day of April, 2010between IHS Global Insight (USA) Inc., a Delaware
corporation "IHS GLOBAL INSIGHT with offices at 24 Hartwell Avenue, Lexington, MA 02421 -3158, and City of Carmel, Indiana
"Client with offices at Carmel City Hall, One Civic Square, Carmel, IN 46032_.
1. SERVICES (ii) was known to the public at the time of such disclosure or becomes
A. Pursuant to the terms of this Agreement, IHS GLOBAL INSIGHT shall known to the public (other than by act of the receiving party) subsequent
provide to Client the consulting services described in Exhibit A, attached to such disclosure; (iii) is disclosed lawfully to the receiving party by a
hereto "the Services Exhibit A may be amended or supplemented third party; (iv) is developed independently by the receiving party without
from time to time by additional written Exhibits setting forth the Services reference to the Confidential Information; (v) is approved in writing by the
to be provided, applicable charges therefor, and the new Term, if any, disclosing party for disclosure by the receiving party; or (vi) is required
provided that such additional Exhibits are signed by an authorized by law to be disclosed by the receiving party, provided that the receiving
representative of each party to be effective. This Agreement, together party gives the disclosing party prior written notice of such required
with all Exhibits, shall be referred to as "Agreement disclosure. The recipient of any Confidential Information from the other
B. Client is receiving hereunder a non exclusive, non transferable, party hereunder shall not disclose to any third party firm, corporation,
limited license to utilize the Services for internal use within the Client's individual, or other entity, any Confidential Information which it receives
organization and such Services shall not be redistributed, republished, or from the disclosing party except that IHS GLOBAL INSIGHT may
otherwise made available by Client to any third party, without the prior disclose such Confidential Information to its employees in connection
written consent of IHS GLOBAL INSIGHT. with performing the Services hereunder. The receiving party shall use
C. Upon execution of this Agreement, Client shall designate one the same degree of care in safeguarding the Confidential Information as
individual within its organization who shall be authorized to give the receiving party uses for its own confidential and proprietary
approvals and otherwise act on Client's behalf in connection with this information, but in no event less than reasonable care.
Agreement, and Client shall so advise IHS GLOBAL INSIGHT. 5. DISCLAIMERS AND LIMITATION OF LIABILITY; INDEMNITY
D. This Agreement does not provide for (i) access to IHS GLOBAL
INSIGHT computers or software or (ii) the license to use IHS GLOBAL A. If notified by Client in writing and in sufficient detail of a material error
INSIGHT databases in machine readable form. Any such access or use in the Services within three (3) months of completion, IHS GLOBAL
shall only be provided by a separate agreement for services to be INSIGHT shall use reasonable efforts to attempt to correct such error.
executed by the parties. Notwithstanding, neither IHS GLOBAL INSIGHT nor its affiliates nor any
E. This Agreement is nonexclusive and the parties may enter into similar of their third party licensors warrants the accuracy or adequacy of the
agreements with other parties. Services, nor shall they have any liability for any errors or omissions
therein. NEITHER IHS GLOBAL INSIGHT, ITS AFFILIATES, NOR ANY
2. PAYMENTS OF THEIR THIRD PARTY LICENSORS MAKES ANY WARRANTIES,
A. Client agrees to pay IHS GLOBAL INSIGHT for the Services in EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED FROM
accordance with the charges and payment schedule set forth in Exhibit. THE USE OF ANY DATA OR OTHER SERVICES PROVIDED
HEREUNDER OR THAT SUCH DATA OR OTHER SERVICES WILL BE
B. A charge of 4.75% of the fees to be paid hereunder by Client shall be ERROR FREE AND THEY MAKE NO WARRANTIES OF
added to said fees to cover all miscellaneous and overhead expenses MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
incurred by IHS GLOBAL INSIGHT in providing Client with the Services. OR USE.
C. Payment by Client to IHS GLOBAL INSIGHT for the Services shall be B. IN NO EVENT SHALL IHS GLOBAL INSIGHT, ITS AFFILIATES, OR
made within thirty (30) days of receipt by Client of a IHS GLOBAL ANY OF THEIR THIRD PARTY LICENSORS HAVE ANY LIABILITY
INSIGHT invoice covering the Services performed and the charges FOR LOST PROFITS OR FOR INDIRECT, SPECIAL, PUNITIVE OR
therefor. All of the prices hereunder are exclusive of any taxes. Client CONSEQUENTIAL DAMAGES, OR ANY LIABILITY TO ANY PERSON
shall be responsible for any federal, state, or local sales, use, Canadian ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE
Goods and Services, property, VAT or similar taxes that are or may be POSSIBILITY OF SUCH DAMAGES OR LIABILITY. IN NO EVENT
imposed on transactions hereunder. IHS GLOBAL INSIGHT may assess SHALL THE CUMULATIVE LIABILITY OF IHS GLOBAL INSIGHT, ITS
a late charge at an annual rate not exceeding eighteen percent (18 on AFFILIATES AND OF THEIR THIRD PARTY LICENSORS
all amounts payable under this Agreement which Client has not paid HEREUNDER EXCEED THE LESSER OF (i) THE AMOUNTS PAID TO
within thirty (30) days of the date of the IHS GLOBAL INSIGHT invoice. IHS GLOBAL INSIGHT DURING THE TERM, PROVIDED, HOWEVER
In addition to all of its other rights and remedies, IHS GLOBAL THAT FOR PURPOSES OF THIS SECTION 5 (B), THE TERM SHALL
INSIGHT may suspend performance of any or all Services BE LIMITED TO A MAXIMUM OF TWELVE (12) MONTHS, AND (II)
hereunder as long as any such amount remains unpaid more than $10,000, WHICH SHALL BE CLIENT'S EXCLUSIVE REMEDY
thirty (30) days after the Client's receipt of the invoice. AGAINST IHS GLOBAL INSIGHT, ITS AFFILIATES AND THEIR THIRD
PARTY LICENSORS UNDER THIS AGREEMENT.
3. TERM AND TERMINATION C. All disclaimers herein shall not be applicable to liabilities that cannot
A. This Agreement shall be for a term commencing on the date hereof be waived under State or Federal law.
and ending with the completion of the Services by IHS GLOBAL D. IHS GLOBAL INSIGHT will defend at its expense any legal
INSIGHT (the "Term proceeding brought against Client to the extent that it is based on a
B. This Agreement may be terminated by either party for material claim that the use of the Services by Client in compliance with the terms
breach by the other party provided that the terminating party gives thirty of this Agreement infringes upon a copyright or U.S. patent and IHS
(30) days prior written notice and the other party fails to cure or correct GLOBAL INSIGHT will pay all damages and costs awarded by a court in
the breach within such notice period. In the event of any such connection with such claim, provided that Client: (i) gives prompt written
termination, Client shall pay IHS GLOBAL INSIGHT for all Services notice of the claim to IHS GLOBAL INSIGHT; (ii) gives IHS GLOBAL
satisfactorily performed by IHS GLOBAL INSIGHT and for all work -in- INSIGHT sole control of the defense or settlement of the claim; and (iii)
progress up to the date of termination. provides to IHS GLOBAL INSIGHT all necessary information,
4. OWNERSHIP AND CONFIDENTIALITY assistance, and authority to defend; and, provided further, that such
A. Nothing herein shall be deemed to transfer any proprietary rights to
indemnification n
rom information shall not apply if or to the extent the infringement
Client in the Services or any part thereof and Client agrees that all such by Client. Should l d other materials any portion blike provided
Services to
ervi ces LOBAL or in IHS
I NSIGHT
GHT
rights belong to and shall continue to belong to IHS GLOBAL INSIGHT pi likely t IHS GLOBAL subject become,
G LOBAL BAL I Shoul
and its licensors. Client agrees to cooperate with the reasonable GLOBAL IHS GLOB AL 's opinion be BAL I ly to become the ect of a claim
of infringement,
requests of IHS GLOBAL INSIGHT to protect its proprietary rights. for l as Client's sole and
exclussivve e reememe
Client at IHS GLOBAL
B. For purposes of this Agreement, "Confidential Information" shall mean remedy, elect to or n io
information and data received by either party from the other party. modify such expense the that the e t obtain
use for s to such o ns become e, non-infringing, (ii) ng,aor (iii)
or
Notwithstanding the foregoing, information and data shall not be deemed m remove the infrinngi godify such nor ng portion n and d grant to Client a credit prorated to to
so that
to be Confidential Information if such information or data: (i) was reflect the portion of the overall fees paid by Client attributable to such
substantially known by the receiving party at the time of such disclosure;
(Rev100109)
�d�b
IHS GLOBAL INSIGHT (USA) INC.
,IHS., INSIGHT
Consulting Agreement
portion of the Services. The foregoing states the entire liability of IHS I. This Agreement shall be governed and interpreted in accordance with
GLOBAL INSIGHT with respect to infringement of any intellectual the laws of the Commonwealth of Massachusetts. All claims arising in
property rights. connection with this Agreement shall be brought by the parties in the
E. In the event Client redistributes, republishes or otherwise permits use courts in the Commonwealth of Massachusetts and the parties hereby
of the Services in violation of this Agreement, Client shall indemnify, consent to the exclusive jurisdiction of such courts.
defend and hold IHS GLOBAL INSIGHT harmless from any loss, J. Client acknowledges that under the laws of the U.S. or all countries
damage or claim arising from this Agreement. where IHS GLOBAL INSIGHT does business, it is unlawful for IHS
GLOBAL INSIGHT, its parents, affiliates and subsidiaries, directly or
6. GENERAL indirectly, to make any payment or to give anything of value to any
A. During the Term and for a period of twelve (12) months thereafter, foreign official (other than a foreign official whose duties are essentially
neither party will solicit or hire any employee of the other, provided that administrative /clerical) or to any foreign political party, any official of a
nothing herein shall prevent the hiring of any person through an foreign political party or any candidate for foreign political office for the
advertisement placed in a publication of general circulation or through purposes of influencing any action or failure to take action on the part of
the Internet. such person in connection with the obtaining, retaining or directing of
B. IHS GLOBAL INSIGHT is performing the Services as an independent business to any person or company. Client will not, directly or indirectly,
contractor. This Agreement does not create any actual or apparent make any such payment while this Agreement is in effect.
agency, partnership or relationship of employer and employee or master K. Services provided by IHS GLOBAL INSIGHT under this Agreement
and servant between the parties hereto. and Exhibit A may contain technical data (e.g., encryption technology)
C. Except for marketing literature, publicity releases, reference lists and the export, re- export, transfer or sale of which is controlled by U.S.
other communications to the public, IHS GLOBAL INSIGHT agrees not export control laws. IHS GLOBAL INSIGHT will export the Services in
to disclose the identify of Client as a customer of IHS GLOBAL INSIGHT accordance with this Agreement consistent with U.S. laws and Client
or use Client's trademarks without the prior written consent of Client. agrees that diversion of the Services contrary to U.S. law is
D. Neither party shall have any liability for any defaults or delays prohibited. Client acknowledges that other nations' laws may apply to
resulting from circumstances beyond its reasonable control. In no event the Services. In particular, several jurisdictions have controls that may
shall IHS GLOBAL INSIGHT be liable for any claim arising one (1) year apply to the Services containing encryption technology. Accordingly, in
or more prior to the institution of suit. express consideration for receipt of the Services, Client agrees to
E. This Agreement constitutes the entire agreement between the parties comply with all applicable laws that may impose registration, reporting,
with respect to its subject matter and supercede any and all other licensing or other requirements on the Services.
agreements, representations, statements, warranties and L. Any data contained in the Services and used by, for, or on behalf of
understandings whether written or oral, with respect hereto. No alteration the U.S. Government, its agencies and /or instrumentalities is provided
or amendment of this Agreement shall be effective unless signed by with LIMITED RIGHTS set forth in this Agreement. Any software
authorized representatives of both parties. contained in the Services which is used by, or on behalf of the U.S.
F. The provisions and terms of any purchase order issued by Client in Government, is provided with RESTRICTED RIGHTS set forth in this
conjunction with this Agreement shall be of no effect and shall not in any Agreement. Use, duplication, or disclosure of data and /or software by
way extend or amend the terms and conditions set forth in this the U.S. Government is subject to restrictions as set forth in the Rights
Agreement unless expressly accepted in writing by IHS GLOBAL in Technical Data and Computer Software clause at FARS 12.211 and
INSIGHT. 12.212(a) and /or Commercial Computer Software at DFARS 227.7202
G. The failure of either party to enforce any provision or right of this 1(a) or subparagraphs (c)(1) and (2) of the Commercial Computer
Agreement shall not be construed as a subsequent waiver. Software- Restricted Rights at 48 CFR 52.227 -19, as applicable.
H. This Agreement is not assignable by either party without the other's Manufacturer is IHS Global Insight Inc., 24 Hartwell Avenue, Lexington,
written permission and is binding upon the successors of each party to Massachusetts.
this Agreement.
CLIENT: IHS GLOBAL INSIGHT (USA) INC.
By: By:
Name: Name:
Title: Title:
Date: Date:
(Rev100109)
4 ci, 4
IHS GLOBAL INSIGHT (USA) INC.
1 1 in, S INSIGHT
Consulting Agreement
EXHIBIT A
CONSULTING AGREEMENT
Statement of Work
This Statement of Work is entered into pursuant to the Consulting Agreement between IHS Global Insight (USA) Inc., "IHS GLOBAL
INSIGHT and City of Carmel, IN "Client Capitalized terms in this Statement of Work and not defined herein are used with the
meanings ascribed to them in the Agreement.
1. IHS GLOBAL INSIGHT shall furnish to Client the Consulting Services described below:
Task 1: IHS Global Insight shall conduct a thorough review of the crash statistics provided in the DLZ
report as well as relevant publicly available literature on intersection safety from reputable sources such
as the Insurance Institute for Highway Safety (IIHS) and the Federal Highway Administration (FWHA).
Task 2: Development of an objective methodology for assessing the safety of roundabouts relative to
other intersection types.
Task 3: The methodology will be used to analyze the traffic safety data included in the DLZ study. The
methodology is intended to establish a quantifiable threshold above which a roundabout is a more
beneficial intersection design.
Task 4: Development of a summary report, not to exceed 15 pages, plus data tables that present the
assessment methodology and final conclusions on the relative safety of Carmel's roundabouts,
signalized and stop controlled intersections.
The project is anticipated to take 3 weeks to complete and will commence upon receipt of a signed
agreement.
2. PAYMENT
The consulting fee shall be US$17,500. One -half of the consulting fee shall be paid upon execution of the Agreement and the
remaining one -half shall be paid upon delivery of the Consulting Services. In addition to all of the other rights and remedies,
IHS GLOBAL INSIGHT may suspend performance of any or all of the Services hereunder as long as any amount owing
hereunder remains unpaid for more than thirty (30) days after the Client's receipt of the invoice.
3. REVENUE ACCRUAL
For internal IHS GLOBAL INSIGHT financial compliance purposes, the revenue associated with this engagement will be
accrued by IHS GLOBAL INSIGHT according to the delivery milestones identified in the table below. If this table is not
completed, revenue will be accrued upon completion of the project deliverables. The provisions of this Section 3 pertain to
internal IHS GLOBAL INSIGHT financial compliance requirements only and is not intended to create or impose any liability or
obligation on the Client.
Milestone Description of fee
Data Investigation Analysis 15%
Quantitative Analysis 40%
Preparation of Draft Report 35%
Final Report 10%
Total 100%
(Rev100109)
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