Gibbs Planning/DOCS/27,000/Retail Marketing Plan Merchant Sq Gibbs Planning Group, Inc.
DOCS 2012
Appropriation 43- 404 -00, 43- 430 -02; P.O. #26466
Contract Not To Exceed $27,000.00
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES i► n
bZ11
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 Gibbs Planning Group, an entity duly authorized to do
business in the State of Indiana "Vendor
TERMS AND CONDITIONS
1. 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, 43- 430 -02 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 to be provided to City hereunder
shall be no more than Twenty Seven Thousand Dollars ($27,000.00) (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 conformance 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.
\Usstapp.l \Usu Data Admm\LAW\sharttl\ProL S. Good.. Svca\DOCS \2012 \GIBBS PLANNING GROUP Good Stamm, FORM WITH B -Vinly Language doc:4 /11/20121418 P01)
Gibbs Planning Group, Inc.
DOCS 2012
Appropriation 43- 404 -00, 43- 430 -02; P.O. #26466
Contract Not To Exceed $27,000.00
5. TIME AND PERFORMANCE:
This Agreement shall become effective as of the last date on which a party hereto executes same "Effective
Date and both parties shall thereafter 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 quantity, quality and concentration thereof and any other information
relating thereto. At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to
furnish to City sufficient written warning and notice (including appropriate labels on containers and packing)
of any hazardous material utilized in or that is a part of the Goods and Services.
7. 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 within ten (10) days after the filing thereof, by payment or bonding,
City shall have the right to pay such lien or obtain such bond, all at Vendor's sole cost and 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) fails to provide the Goods and Services as specified herein;
(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 (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, is placed into 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
(1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights
and remedies available to City at law and /or in equity.
9. INSURANCE AND INDEMNIFICATION:
Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer
licensed to do business in the State of Indiana, such insurance as is necessary for 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 injury, sickness,
disease or death of or to any of Vendor's agents, officers, employees, contractors and subcontractors; and,
for 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 in attached Exhibit C. Vendor shall
cause its insurers to name City as an additional insured on all such insurance policies, shall promptly provide
City, upon request, with copies of all such policies, and shall provide 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 Vendor's
provision of Goods and Services pursuant to or under this Agreement or Vendor's use of City property.
(Nssvrappa \User Data Adam \LANAsha, I Prn Svcs Gods Svc.\DOCS\2012 \GIBBS PLANNING GROUP Gods &,Saver FORM \MTHE-Vtally Language dot. 4 /11/2012 1 :11% PM)
Gibbs Planning Group, Inc.
DOCS 2012
Appropriation 43- 404 -00, 43- 430 -02; P.O. #26466
Contract Not To Exceed $27,000.00
Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and
employees from all claims and suits of whatever type, including, but not limited to, all court costs, attorney
fees, and other expenses, caused by any act or omission of Vendor and /or of any of Vendor's agents,
officers, employees, contractors or subcontractors in the performance of this Agreement. These
indemnification obligations shall 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 harmless
City from any loss, damage and /or liability resulting from any such violation of such laws, orders, rules,
regulations and codes. This indemnification obligation shall survive the termination 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 for employment 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 or subcontracting, because of race, religion,
color, sex, handicap, national origin, ancestry, age, disabled veteran status and /or Vietnam era veteran
status.
12. E- VERIFY
Pursuant to I.C. 22 -5 -1.7 et seq., Company shall enroll in and verify the work eligibility status of all of its
newly -hired employees using the E- Verify program, if it has not already done so as of the date of this
Agreement. Company is further required to execute the attached Affidavit, herein referred to as "Exhibit D
which is an Affidavit affirming that: (i) Company is enrolled and is participating in the E- verify program, and
(ii) Company does not knowingly employ any unauthorized aliens. This Addendum incorporates by reference,
and in its entirety, attached "Exhibit D." In support of the Affidavit, Company shall provide the City with
documentation that it has enrolled and is participating in the E- Verify program. This Agreement shall not take
effect until said Affidavit is signed by Company and delivered to the City's authorized representative.
Should Company subcontract for the performance of any work under this Addendum, the Company
shall require any subcontractor(s) to certify by affidavit that: (i) the subcontractor does not knowingly employ
or contract with any unauthorized aliens, and (ii) the subcontractor has enrolled and is participating in the E-
verify program. Company shall maintain a copy of such certification for the duration of the term of any
subcontract. Company shall also deliver a copy of the certification to the City within seven (7) days of the
effective date of the subcontract.
If Company, or any subcontractor of Company, knowingly employs or contracts with any
unauthorized aliens, or retains an employee or contract with a person that the Company or subcontractor
subsequently learns is an unauthorized alien, Company shall terminate the employment of or contract with
the unauthorized alien within thirty (30) days "Cure Period Should the Company or any subcontractor of
Company fail to cure within the Cure Period, the City has the right to terminate this Agreement without
consequence.
The E- Verify requirements of this Agreement will not apply, should the E- Verify program cease to exist.
[\Ussvrappsl \U.a Data AdmuALAVAsharalTrof 8,8 Goods Srca\DOCS\2012\GIBBS PLANNING GROUP Gooch /Cr. CS FORM WITH E -Vml Language dot. 4 /11/21112 1 118 PM]
Gibbs Planning Group, Inc.
DOCS 2012
Appropriation 43- 404 -00, 43- 430 -02; P.O. #26466
Contract Not To Exceed $27,000.00
13. 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 at any time thereafter, 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.
14. NON- ASSIGNMENT:
Vendor 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 written consent.
15. RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be 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 forth herein shall be the full and maximum compensation and monies required of City to be paid to
Vendor under or pursuant to this Agreement.
16. GOVERNING LAW; LAWSUITS:
This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana,
except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they
waive their right to a jury trial, 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.
17. 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.
18. 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 party to be notified at the address specified
herein:
If to City: City of Carmel AND Douglas C. Haney, City Attorney
One Civic Square Department of Law
Carmel, Indiana 46032 One Civic Square
ATTENTION: Lisa Stewart Carmel, Indiana 46032
If to Vendor: Gibbs Planning Group
201 W Mitchell Street, Ste 150
Petoskey, MI 49770
Telephone: 248 642 -4800
E- Mail:rgibbs @gibbsplanning.com
ATTENTION: Robert J. Gibbs
Notwithstanding the above, notice of termination under paragraph 19 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
\Ussvrapps I \Ustr Data Mom Svcs Goals Svc. \DOCS\2I112 \GIBBS PLANNING GROUP Good. &4 v cc.' FORM WITH E- \'cnly Language. do 4 /11/2012 1 0 0 PM]
Gibbs Planning Group, Inc.
DOCS 2012
Appropriation 43- 404 -00, 43- 430 -02; P.O. #26466
Contract Not To Exceed $27,000.00
the date of such oral notice.
19. TERMINATION:
19.1 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.
19.2 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 to receive only 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 in effect at the time of termination,
unless the parties have previously agreed in writing to a greater amount.
20. REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Agreement and that the persons
executing this Agreement have the authority to bind the party which they represent.
21. ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods
and services to City. When City desires additional goods and services from Vendor, the City shall notify
Vendor of such additional goods and services desired, as well as the time frame 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 additional goods and services, shall such goods and services be provided by Vendor
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 which they are approved by City.
22. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19
hereinabove, this Agreement shall be in effect from the Effective Date through December 31, 2012 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.
23. HEADINGS
All heading 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.
24. 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.
\Ussvrapps1 Usa Data Adm]] \LAW∎shark1\ProfSvc. Gard. Svc.\DOCS\2012 \GIBBS PLANNING GROUP Good. fi FORM WITH E y Language .dot. 4 /11/21112 1 (18 PM]
Gibbs Planning Group, Inc.
DOCS 2012
Appropriation 43- 404 -00, 43- 430 -02; P.O. #26466
Contract Not To Exceed $27,000.00
25. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
26. ADVICE OF COUNSEL:
The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain
legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same
freely, voluntarily, and without any duress, undue influence or coercion.
27. 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 GIBBS PLANNING GROUP, INC.
by and through its Board of Public
Works and Safety
By: q By:
4#
fam es Brainard, Presiding Officer Authorifed Signature
fames
did Printed Name
ary n Burke, Member
Date: f" 1,0
Title
Lori S. Wats', Member FID/TIN: 5 3 103
Date: 5 a-
Last Four of SSN if Sole Proprietor: f
ATTEST:
Date: l 2a )7_
A 4.
Diana Cordray, IA rk- Treasurer
VJssaayAl4Uso Octa Ad�UAµ ltt?mf SyL' G b Syaffi0051N112GIHBS PLANNING GROUP GanN &hmim FOAM %AWN E•Vaify Lm�rAlac4/11121112 1.112t PM/
Gibbs Planning Group, Inc.
DOCS 2012
Appropriation 43- 404 -00, 43- 430 -02; P.O. #26466
Contract Not To Exceed $27,000.00
Date:
\Vssvrapp.I \U.a Data Admm\LAW\shar d\Prol:Svcs Goods Svca\DOCS\2012 \GIBBS PLANNING GROUP Good. to vuen FORM WITH E- \'inly Language doc 4 /11/2012 1:00 PM]
Gibbs
Planning Group Urban intelligence
6 March 2012
Honorable James Brainard Sent via email US Mail
City of Carmel
Carmel City Hall
One Civic Square
Carmel, Indiana 46032
Dear Mayor Brainard:
On behalf of Gibbs Planning Group (GPG), I am pleased to respond to your request to provide a
retail market study for the Merchants' Square redevelopment area of the city of Carmel. GPG's
expertise allows us to formulate and refine a proven and focused approach to accomplish the market
research. GPG is dedicated to providing practical, actionable results, which reflect economic
development realities and not just theoretical research.
GPG has a broad range of both private and public sector experience across North America, Europe
and the Pacific Rim. Public urban retail consulting clients include: Alexandria, Cambridge,
Charleston, Chicago, Houston, Knoxville, Madison, Miami, Portland and Seattle. GPG's private
sector clients include The Walt Disney Company, EDS, General Motors, Rosemary Beach, Seaside,
Steiner Associates, The St. Joe Company, The Taubman Company and Simon Property Group.
GPG has also conducted market research for Brown University, Johns Hopkins University, and the
University of Pennsylvania.
Please find below my proposed scope and fees based upon our recent discussions and my
understanding of the city's objectives:
Retail Market Analysis
This study is intended to allow the city to gain a detailed understanding of the types and sizes of
retail businesses that are likely to be supportable in the Merchants' Square area presently and
during the next five (5) years. During this study, GPG will comb the study area's region, visiting most
shopping centers and retailers. The assessment will include evaluation of the stores' quality, service
and merchandise to seek out potential voids or over supply of a particular good or service.
GPG will also conduct pedestrian and drive -time studies and prepare a gravitational model to
estimate the study area's primary and secondary trade areas. GPG will then research and collect
demographic data, household income, consumer expenditure potential by retail category, education
levels, percentage of various employment types, age, projected growth, etc. This study will analyze
25 retail types including apparel, books, children's, department stores (discount and luxury),
electronics, gifts, grocery, hardware, home furnishings, pharmacies, sporting goods, restaurants and
specialty foods. During this study, GPG shall contact retail industry insiders including tenant
representatives, developers and commercial real estate professionals to estimate new store
deployment plans in the study area. Based on the above interviews, GPG will list the names of
potential retailers and restaurant tenants for the Merchants' Square study area.
The final deliverable of this study shall be a 25 -30 page written and illustrated summary of the
relevant population and demographic characteristics of the trade area, including the socio- economic
characteristics and buying patterns of the population. This report will include a written qualitative
opinion as to whether or not retail development is supportable in the study area, sales forecasts and
size estimates of the retailers (if any) most likely to be supportable. GPG shall also provide a list of
potential regional and national retail and entertainment businesses that could be tenants in the
Merchants' Square study area.
201 W. Mitchell Street Suite 150 Petoskey, Michigan 49770 Exhibit ff
TRADITIONAL TOWN PLANNING RETAIL CONSULTING MARKET RESEARCH
Tel. 248.642.4800 Fax. 248.642 -5758 www.gibbsplanning.com (1 3
Note that this study is designed for general planning and leasing purposes and is not intended to
secure financing. Further research will be required before implementing the proposed commercial
development.
Meetings Presentations (Hourly)
This proposal includes one (1) presentation of findings to the city staff, and GPG's availability for up
to two (2) conference calls with the city's planning team from our Michigan offices. In addition, GPG
will be available for additional meetings and charrette participation on an hourly or per diem basis as
authorized by the city and outlined below:
Principal: $250 /hr. $2,500 per diem
Associate: $150 /hr. $1,500 per diem
Professional Fees:
GPG's proposed fee for the consulting services required for your project is Twenty -five Thousand
Dollars ($25,000), plus direct costs for all travel, lodging and document reproduction expenses.
Expenses shall not exceed $2,000.
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. Actual site, building,
parking, utility, environmental, grading, civil engineering and architectural plans and construction
documents are not included within the scope of work of this proposal and are to be completed by
others. 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 and roads
c. Building and structural architectural design and engineering
d. Detailed cost projections or estimates
e. Real estate leasing, sales or brokerage services
Conditions of Agreement:
a. GPG will begin services as described by this proposal upon receipt of a non refundable
retainer as outlined below. This retainer will be deducted from the final invoice for services
completed by this proposal.
b. GPG will invoice the city on a monthly basis or at the completion of each step.
c. All invoices will be paid by the city upon receipt.
d. This proposal will be valid for 30 days from today's date.
e. 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.
f. In the event of termination or suspension due to the fault of others than GPG, GPG will be
paid compensation for all completed work, plus other fees which may have been authorized
by the city for expenses resulting from such termination or suspension.
g. GPG does not imply or warrant that the findings of this research will include any minimal
amounts or types of commercial development at the subject site.
h. GPG's responsibilities for any damages or losses resulting from the services completed
pursuant to this agreement shall be limited to One Thousand Dollars ($1,000). All additional
claims, disputes and other matters in question arising out of, or relating to, this agreement or
the breach thereof, will be decided by an arbitrator; said arbitrator will be appointed by
American Arbitration Association, and arbitration shall occur in Emmet County Michigan.
If you agree with the terms, fees and conditions of this proposal, please sign below. GPG will
begin these services upon the receipt of a $5,000 retainer check made out to GIBBS PLANNING
GROUP, INC.
Merchants' Square Retail Market Study Proposal 2,
Gibbs Planning Group, Inc.
6 March 2012
Thank you for the opportunity to submit this proposal and we are looking forward to serving the
city of Carmel in the near future.
Sincerely,
GIBBS PLANNING -GROUP, INC.
Robert J. ebbs, President
rgibbsaciibbsptanning.com
Signature Date
Tit /e
Representing
END OF DOCUMENT
Merchants' Square Retail Market Study Proposal 3
Gibbs Planning Group, Inc.
6 March 2012
EXHIBIT D
AFFIDAVIT
`f 71 //3b f being first duly sworn, deposes and says that
he /she is familiar with and has personal knowledge of the facts herein and, if called as a witness in this
matter, could testify as follows:
1. I am over eighteen (18) years of age and am competent to testify to the facts contained
herein.
2. I am now and at all times relevant herein have been employed by
6' (1 VON); 1-4- '1 7 ov (the "Employer
in the position of pri
3. I am familiar with the employment policies, practices, and procedures of the Employer and
have the authority to act on behalf of the Employer.
4. The Employer is enrolled and participates in the federal E -Verify program. Documentation
of this enrollment and participation is attached and incorporated herein.
5. The Employer does not knowingly employ any unauthorized aliens.
6. To the best of my information and belief, the Employer does not currently employ any
unauthorized aliens.
7. FURTHER AFFIANT SAYETH NOT.
EXECUTED on the day of 'fie 20 2
Printed: 6/6r).
I certify under the penalties for perjury under the laws of the United States of America and the State of
Indiana that the foregoing factual statements and representations are true and correct.
Printed: 3 C i v'a t 3