LS Olds Consulting/CRC/61,440/CRC Project Mgmt LS Olds Consulting ✓
CRC-2013 1y
Appropriation#; P.O.# mot i
Contract Not To Exceed $61,440.00 Y
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AGREEMENT FOR PROFESSIONAL SERVICES 1. 1.!
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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 LS Olds Consulting, LLC (hereinafter"Consultant").
RECITALS
WHEREAS City is responsible for the planning, development and redevelopment of certain economic
development areas located within the City limits or as otherwise authorized by law; and
WHEREAS, the City needs a Director to coordinate its activities and to provide it with administrative and
project management services, to assist it in fulfilling its foregoing responsibilities and to otherwise perform the duties
set forth in greater detail in Exhibit A, attached hereto and incorporated hereby by reference (the "Services"); and
WHEREAS, Consultant is experienced in providing and desires to provide to City the Services referenced
herein; and
WHEREAS, City desires to engage Consultant 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 Consultant mutually agree as follows:
SECTION 1. INCORPORATION OF RECITALS
The foregoing Recitals are hereby incorporated into this Agreement and made a pad hereof.
SECTION 2. SCOPE OF SERVICES
2.1 City desires to engage Consultant as an independent contractor for the Services set forth in attached Exhibit
A.
2.2 Consultant understands and agrees that City may, from time to time, request Consultant to provide additional
or modified Services, the scope of which shall be as requested and defined by the City and as agreed by
Consultant and attached hereto in the order approved by the City.
2.3 Time is of the essence of this Agreement.
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LS Olds Consulting
CRC-2013
Appropriation#; P.O.#
Contract Not To Exceed$61,440.00
SECTION 3. CITY'S RESPONSIBILITIES
3.1 City shall provide such information as is reasonably necessary for Consultant to understand the Services
requested.
3.2. City shall arrange for Consultant to enter upon public and private property as reasonably required for
Consultant to perform the Services.
3.3 City shall designate payment of the Services from City budget appropriation number 4350900 funds.
3.4 City shall designate an authorized representative to act on City's behalf on all matters regarding the
Services.
SECTION 4. CONSULTANT'S RESPONSIBILITIES
4.1 Consultant shall perform the Services pursuant to the terms of this Agreement and within any applicable time
and cost estimate.
4.2 Consultant shall coordinate with City its performance of the Services.
4.3 Consultant 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 Subject to subsection 5.2 below, Consultant estimates that the total price for the Services to be provided to
City hereunder shall be no more than Sixty Thousand Dollars ($60,000.00) per year (the "Estimate").
Consultant 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.
5.2 City agrees to provide Consultant with a Cell Phone Allowance of up to One Hundred Twenty Dollars
($120.00) per month in addition to the compensation provided in subsection 5.1 above.
5.3 Subject to subsection 5.2 above, Consultant 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
from January 1, 2013 through December 31, 2013, and shall thereafter, on the first day of January in each
subsequent year, automatically renew for a period of one (1) year.
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LS Olds Consulting
•
CRC-2013
Appropriation#; P.011
Contract Not To Exceed$61.440.00
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 Consultant, without cause, at any time upon delivery to the non-terminating party of a
"Notice of Termination."
7.1.2 In the event of full or partial Agreement termination, and as full and complete compensation
hereunder, Consultant 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 Consultant, 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 Third Party Beneficiaries.
Except as expressly set forth herein, 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 Consultant nor
any of its agents, employees or contractors are City employees. Consultant 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. Consultant hereby warrants and indemnifies City for and from any and all
costs, fees, expenses and/or damages incurred by the same as a result of any claim for wages, benefits or
otherwise by any agent, employee or contractor of Consultant regarding or related to the subject matter of
this Agreement. This indemnification obligation shall survive for two (2) years following the termination of this
Agreement.
7.5 Insurance.
Consultant shall procure and maintain with an insurer licensed to do business in the State of Indiana for the
entire term of this Agreement such insurance as is necessary for the protection of City and Consultant from
all claims by Consultant or all employees, agents and contractors of Consultant, if any, for or under any
workers' compensation, occupational disease and/or unemployment compensation law.
7.6 Liens.
Consultant 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 Consultant 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 Consultant's sole cost and expense.
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LS Olds Consulting
CRC-2013
Appropriation#; P.O.#
Contract Not To Exceed $61,440.00
7.7 Government Compliance.
Consultant agrees to comply with all laws, executive orders, rules and regulations applicable to Consultant's
performance of its obligations under this Agreement, all relevant provisions thereof are incorporated herein
by this reference, and Consultant agrees to indemnify and hold harmless City from any and all losses,
damages, costs, attorney fees and/or liabilities resulting from any violation of same. This indemnification
obligation shall survive for two (2) years after the termination of this Agreement.
7.8 Indemnification.
Consultant 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 negligent act, error or omission of Consultant or any of any employee, agent
or contractor of Consultant, if any, in the performance of this Agreement. This indemnification obligation shall
survive for two (2) years after the termination of this Agreement.
7.9 Discrimination Prohibition.
Consultant represents and warrants that Consultant and all employees, agents and contractors of
Consultant, if any, shall comply with all 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 two (2) years after termination of this
Agreement.
7.10 E-Verify
Pursuant to I.C. § 22-5-1.7 et seq., if Consultant hires any employees, Consultant shall enroll in and verify
the work eligibility status of all of its employees using the E-Verify program, and shall execute the attached
Affidavit, herein referred to as Exhibit C, which is an Affidavit affirming that: (i) Consultant is enrolled and is
participating in the E-verify program, and (H) Consultant does not knowingly employ any unauthorized aliens,
and shall provide the City with documentation that it has enrolled and is participating in the E-Verify program.
Should Consultant subcontract for the performance of any work under this Agreement, the
Consultant shall require any subcontractor(s) to certify by affidavit that: (i) the subcontractor does not
knowingly employ or contract with any unauthorized aliens, and (H) the subcontractor has enrolled and is
participating in the E-verify program. Consultant shall maintain a copy of such certification for the duration of
the term of any subcontract. Consultant shall also deliver a copy of the certification to the City within seven
(7) days of the effective date of the subcontract.
If Consultant, or any subcontractor of Consultant, knowingly employs or contracts with any
unauthorized aliens, or retains an employee or contract with a person that the Consultant or subcontractor
subsequently learns is an unauthorized alien, Consultant shall terminate the employment of or contract with
the unauthorized alien within thirty (30) days ("Cure Period"). Should the Consultant or any subcontractor of
Consultant fail to cure within the Cure Period, the City has the right to terminate this Agreement without
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CRC-2013
Appropriation#; P.O.#
Contract Not To Exceed S61,440.00
consequence. The E-Verify requirements of this Agreement will not apply, should the E-Verify program cease
to exist.
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 which 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
Attention: Mayor Brainard Carmel City Attorney
One Civic Square One Civic Square
Carmel, Indiana 46032 Carmel, Indiana 46032
CONSULTANT:
LS Olds Consulting, LLC
10902 Forest Lake Court
Indianapolis, IN 46278
Notwithstanding the above, City may orally provide to Consultant any notice required or permitted by this
Agreement, provided that such notice shall also then be sent as required by this paragraph within five (5)
business days from the date of such oral notice.
7.13 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.
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LS Olds Consulting
CRC-2013
Appropriation#; P.O.#
Contract Not To Exceed S61,440.00
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.
Consultant 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.
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 Iran Certification.
Pursuant to I.C. § 5-22-16.5, the Consultant shall certify that, in signing this document, it does not engage in
investment activities within the Country of Iran.
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LS Olds Consulting
CRC-2013
Appropriation#; P.O.#
Contract Not To Exceed$60,000.00
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA LS OLDS.CONSULTING, LLC
by and through its Board of Public
Works and Safety
BY: BY:
James Brainard, Presidi g Officer Authorized Signature
Date: I U
Printed Name: (-&s s . o L17
Y/�/i- Title: oWNQK
Ma) ft2ri n u e, Member
Datec2 FID/TIN:
Last Four of SSN if Sole Proprietor:
Lori
on, McJ�ber Date: 1 72/3
Date: -/ 1°/13
ATTEST: Attesting Lori Watson and Mary Ann Burke's
signatures only. Did not witness Mayor signature.
• I
Diana Cordray, IAMC, •rk-Treasurer
Date: d' 2.v 73
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Exhibit A
Tasks
• Oversee there development of Carmel City Center and the Old Town Arts and Design
District
• Coordinate master planning of Carmel's blighted and underused sites
• Organize and lead land planning for specific projects working with Architectural and
Engineering consultants
• Work with City Agencies to coordinate efforts of CRC and City operations
• Order all land surveys, environmental inspections, property appraisals and cost estimates
for potential CRC projects
• Coordinate with CRC private development partners on public/private projects for the City
Arts and Design District
• Work with CRC Legal teams and Director of Operations on various CRC projects
• Market CRC long range development projects to the private sector development
community
• Work with all City utilities on relocation and replacement of utilities in City Center and
the Arts and Design District
• Other duties as assigned.
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A aG
RESOLUTION NO. BPW-02-20-13-07
Oat
RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY
ACKNOWLEDGING RECEIPT OF CONTRACT
WHEREAS, pursuant to Indiana Code 36-1-4-7, the City of Carmel, Indiana ("City"), is authorized to
enter into contracts; and
WHEREAS, pursuant to Indiana Code 36-4-5-3, the City's mayor shall sign all contracts of the City; and
WHEREAS, pursuant to his authority under Indiana law, the City's mayor, the Honorable James C.
Brainard,has signed the City contract attached hereto as Exhibit A (the"Contract"); and
WHEREAS, Mayor Brainard now wishes to present the contract to the City's Board of Public Works and
Safety for it to be publicly acknowledged, filed in the Clerk-Treasurer's Office, and made available to the public for
review.
NOW, THEREFORE, BE IT RESOLVED by the City of Cannel Board of Public Works and Safety as
follows:
1. The foregoing Recitals arc incorporated herein by this reference.
2. The receipt of the Contract is hereby acknowledged.
3. The Contract shall be promptly filed in the office of the Clerk-Treasurer and thereafter made available to
the public for review.
SO RESOLVED this Sii±day ofcJ , 2013.
CITY OF CARMEL, INDIANA
By and through its Board of Public Works and Safety
(/James Brainard, Pr siding Of _er
It ate:
!
'� . . ii
M ry An Burke, Me. ber
Date: %
/ /I��
Lori S.WAtso , /Y'/Tiber
Date: _o r
ATTEST:
Diana Cordr tClerk-Treasurer
Date: ,a 3
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