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IHS Global Insight - Comprehensive Economic Impact Analysis Study of the Performing Arts Center - $35,000INSIGHT 24 Hartwell Avenue Lexington, MA 02421 -3158 USA January 3, 2011 Ronald E. Carter President City of Carmel, Indiana Carmel Redevelopment Commission 30 West Main Street Carmel, IN 46032 Dear Ronald: Enclosed please find the fully- executed Agreement for Professional Services between City of Carmel, Indiana and IHS Global Insight (USA) Inc. Should you have any questions, or need any further assistance, please do not hesitate to contact Brendan O'Neil directly at 610.490.2549. Thank you for being a valued Customer of IHS Global Insight. Kindest Regards, 0_,CQ/Ill AGM Carol Moore Sales Operations IHS Global Insight, Inc. Carmel Redevelopment Commission - 2010 Contract Estimate: $35,000.00 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement ") is hereby made and entered y a between the City of Carmel Redevelopment Commission ( "CRC "), and IHS Global Insi t, IncF "Pi�efessional "). gh , ( 1\ RECITALS WHEREAS, CRC is responsible for a myriad of redevelopment needs in the Carmel, Indiana community, and its primary duties and powers are set forth in I.C. 39 -7 -14; and WHEREAS, from time to time, CRC needs professional assistance in fulfilling its foregoing responsibilities and duties; and WHEREAS, Professional is experienced in providing and desires to provide to CRC the professional services ("Services ") referenced herein; and WHEREAS, CRC desires to engage Professional as an independent contractor for the purpose of providing to CRC the Services referenced herein; NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions set forth herein, CRC 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 2.1 CRC 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 CRC may, from time to time, request Professional to provide additional or modified Services to CRC. When CRC desires additional Services from Professional, the CRC shall notify Professional of such additional Services desired, as well as the time frame in which same are to be provided. Only after CRC has approved Professional's time and cost estimate for the provision of such additional Services, has 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 CRC. r......�.....n w...a.n�wna.r" W.wr. .w.l.�....� aL.r�..... A.M11rrAtavws4 rl 01*1. I& SKIM rtr .3A113 W Prw....n.A taw.. A.,1II0N1010 2NPI.f1 [HS Global Insight, Inc. Carmel Redevelopment Commission - 2010 Contract Estimate: $35,000.00 SECTION 3. CRC'S RESPONSIBILITIES 3.1 CRC shall provide such information as is reasonably necessary for Professional to understand the Services requested. 3.2 CRC shall provide all data reasonably required for the provision of the Services. 3.3. CRC shall arrange for Professional to enter upon public and private property as reasonably required for Professional to perform the Services. 3.4 CRC shall designate an authorized representative to act on CRC's behalf on alI matters regarding the Services. SECTION 4. P'ROFESSIONAL'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 CRC 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 CRC hereunder shall be no more than Thirty Five Thousand Dollars ($35,000.00). Professional shall submit an invoice to CRC no more than once every thirty (30) days for Services provided CRC during the time period encompassed by such invoice. CRC shall pay Professional for all undisputed Services rendered and stated on such invoice within forty -five (45) days from the date of CRC's receipt of same, or be subject to a Iate charge of the lesser of one percent (1%) or the highest percentage allowed by applicable law of such unpaid and undisputed invoice amount for each month same remains unpaid. SECTION 6. TERM Subject to Professional sending CRC 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. IC .snl 3:oweets3r0 ILrd Sawriimpow, (maw £ksVmwd.0a3«1A1S'A7iF `iN5 GLOCAL®St0ltt ¢X 43030 m tmta.aaW Lw,ww.:l to 311331) 3 .if P.4 IHS Global Insight, Inc. Carmel Redevelopment Commission - 2010 Contract Estimate: $35,000.00 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 CRC or Professional, without cause, upon thirty (30) days' prior written notice. In the event of termination of the Services, for or without cause, CRC will pay Professional the fees and expenses incurred or due for any Services performed prior to 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 CRC, for cause, upon giving Professional 30 days written notice and an opportunity to cure in the form of CRC'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. Disputed compensation amounts shall be resolved as allowed by law. 7.2 Binding Effect. CRC 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 CRC 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 CRC for and from any and all costs, fees, expenses and/or damages incurred by CRC 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. IC W..m..b ni Sa.pts3OWIC.a01 SmpaT.a,.a„ Mad fieiCniawbtt.4- YAMPVYAIItS MODAL IDSIGet R+C•1500000Pidwo.al Sae.eus,.:1U11/'010 Y 13 PMI IHS Global Insight, Inc. Carmel Redevelopment Commission - 2010 Contract Estimate: $35,000.00 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 CRC 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 B. Such insurance policies shall not be canceled without thirty (30) days' prior written notice to CRC. 7.6 Liens. Professional shall not cause or permit the filing of any lien on any of CRC'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, CRC 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 if: (a) the other party commits 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 fails to perform the Services as specified; (c) Professional fails to make progress so as to endanger timely and proper completion of the Services and does not correct such failure or breach within five (5) business days after receipt of notice from CRC 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 other 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 the 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 CRC 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. KACImmovota. ma Stm,aLtdJ1011{wnl SnnryaTnyaaw, lumen F1M(lmrr ckorweocrewon GLOBAL4ISIOKT INC •I.iao00 Rnfnw.W In Wu. e►+:I1/13/7010Rla PM) IRS Global Insight, Inc. Carmel Redevelopment Commission - 2010 Contract Estimate: $35,000.00 7 9 Indemnification. Professional shall indemnify and hold harmless CRC, as well as its officers, officials, employees and agents, from any and 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. 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: CRC: Ronald E. Carter, President Carmel Redevelopment Commission 30 West Main Street, Suite 220 Carmel, Indiana 46032 With a copy to: Douglas C. Haney Carmel City Attorney One Civic Square Carmel, Indiana 46032 IC.'-4 $..1.40∎,67 -+47It klbaSTmrmey Inrrnt VirWuao,.dthiWCA7WV'JW =CAL EMIG IR Me 4OMflIIRV41.494 Sam-maw. 1 ti l !Mb, LI) P IHS Global Insight, Inc. Carmel Redevelopment Commission - 2010 Contract Estimate: $35,000.00 PROFESSIONAL: F IHS Global Insighi Inc. 1150 Connecticut Ave. N.W. Suite 401 Washington, DC 20036 ATTENTION: Brendan O'Neil Notwithstanding the above, CRC may orally provide to Professional any notice required or permitted by this Agreement, provided that such notice shall also then be sent as required by this paragraph within ten (10) business days from the date of such oral notice. 7.13 Effective Date. The effective date ( "Effective Date ") of this Agreement shall be 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 CRC 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 peiformance at any time thereafter. 7.16 Non - Assignment. Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without CRC's prior written consent. 7.17 Entire Agreement. This Agreement and any exhibits attached hereto contain 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. trw a..L .VSaey.l.1411914nlSampttes,w.r, Werra tWKYasna PfilAW 6rAwtts IXAOlL W+0ifT Mf x7000 m I Uwal Sm,••■✓I IMOONO 3.13 P I IHS Global Insight, Inc. Carmel Redevelopment Commission - 2010 Contract Estimate: $35,000.00 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 Copvriaht. CRC acknowledges that various materials that 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. CRC agrees that all ownership rights and copyrights thereto lie with Professional, and CRC will use them solely for and on behalf of its own operations. CRC 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 required under this Agreement. Such personnel shall not be employees of or have any contractual relationship with CRC. All of the Services required hereunder will be performed by Professional or under its 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, CRC 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 CRC 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 CRC's organization. IC.1DmwwW SelunMaJPNf SamldT,ewsar,Irave Ydn■caursi CkicoMYCAUFWADOI MODAL ZStGrt UOC•MDO W Mlnoal Smwn.YU, l UI2/1010k IS nil 1HS Global Insight, Inc. Carmel Redevelopment Commission - 2010 Contract Estimate: 335,000.00 [This portion of the page intentionally left blank] IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: (USAI)RF CITY OF CARMEL REDEVELOPMENT IHS GLOBAL INSIGH' INC COMMISSION BY: BY: Ronald E. Cart , President Authorized Signature Date: / /e WidasottrdtAA AOr41sXUH0aMGM /dl4M IIIGnfWunMmgalllewaal/al IMUI2 1.9 Printed Name: /QrctAAa r vuEvBAv t Title: SEA eR HA LACING D1RZcroR FID/TiN: Sl —. o264 /2'7 Date: lr /iz./Io GLOBAL INSIGHT IHS GLOBAL INSIGHT (USA) INC. Consulting Agreement Agreement for consulting services (the 'Agreement') made this day of _ , 200 between IHS Global Insight (USA) Inc., a Delaware corporation (`IHS GLOBAL iNSIGHT1, with offices al 24 Hartwell Avenue, Lexington, MA 024214138, and ('Client`) with offices at 1. SERVICES A. Pursuant to the terms of this Agreement IHS GLOBAL INSIGHT shall provide to Client the consulting services described in Exhibit A, attached hereto ("the Services') Exhibit A may be emended or supplemented from time to lime by additional written Ehdhlbtis setting forth the Services to be pmvtded. applicable charges therefor. end the new Tenn, If any, provided that such additional Exhibits are signed by an authorized representative of each party to be effective. This Agreement, together wIIh all Exhibits, shell be referred to es Agreement'. B. Client Is receiving hereunder a non-exctustve, non - transferable, limited license to utilize the Services for internal use v4Ddn the Client's orgardrallon and such Services shall not be redistributed. republished, or otherwise made available by Client to any third party. without the prior written consent of IHS GLOBAL INSIGHT. C. Upon execution of this Agreement, Client stair designate one individual within Ito organization who shall be authorized to give approvals and otherwise act on Client's behalf In connection with this Agreement and Client shall so advise IHS GLOBAL INSIGHT. O. This Agreement does not provide for (1) access to IHS GLOBAL INSIGHT computers or sorb/ are or (ti) the license to use IHS GLOBAL INSIGHT databases in machine- readable farm. Any such access or use shall only be provided by a separate agreement for services to be exeaded by the parties. E. Thts Agreement is nonexclusive and the parties may ender into similar agreements with other parties. 2. PAYMENTS A. Client agrees to pay IHS GLOBAL INSIGHT for the Services In accordance with the charges and peyment schedule set forth In Exhibit B. A charge of 4.75% of the fees to be paid hereunder by Mani shall be added to said fees to cover all miscellaneous anal overhead expenses incurred by IHS GLOBAL INSIGHT In providing Client with the Suuvtces. C. Payment by Client to iHS GLOBAL INSIGHT for the Services stmt be made whin thirty (30) days of receipt by Client of a IHS GLOBAL INSIGHT Invoke covering the Services performed and the charges therefor. Al of the prices hereunder are exclusive of any taxes. Client shall be responsible for any federal. stale, or local sales, use. Canadian Goods and Sendcey7, property. VAT or similar taxes that are or may be Imposed on trensactkins hereunder. IHS GLOBAL INSIGHT mayassess a late charge at an annual rate not exceeding eighteen percent (18 %) on all amounts payable under this Agreement which Client has not paid within thirty (30) days of the date of the 111S GLOBAL INSIGHT Invoice. In addition to all of Its other rights and remedies, IHS GLOBAL INSIGHT may suspend performance of any or ail Sorvices hereunder es tong as any such amount remains unpaid more than thirty (3D) days after the Client's receipt of the Invoice. 3. TERM AND TERMINATION A. This Agreement shall be for a term commencing on the date hereof and ending with the completion of the Services by IHS GLOBAL. INSIGHT (the 'Term"). B. This Agreement may be terminated by either party for material bleach by the other party provided that the terminating party gives thirty (30) days prior written notice and Die other part( fails to cure or correct the breach within such notice period. in the event of any such termination, .alani shall pay. II-IS-GLOBAL INSIGHT for all Services saIsfactoslly performed by HS GLOBAL INSIGHT end for all work -in- progress up to the dale of termination. 4. OWNERSHIP ANN CONFIDENT1ALRY A. Nothing herein shall be deemed to transfer any propdelery rights to Client in the Services or any part thereof and Client agreea That all such rights belong to and shall continua to belong to H8 GLOBAL INSIGHT and Its licensors. Client agrees to cooperate wiph the reasonable requests of IHS GLOBAL INSIGHT to protect Its proprietary rights. B. For purposes of this Agreenent'ConlidenUal Information` shall mean Information and data received by either party from Me other party. Notwithstanding the foregoing, information and data shelf not be deemed to be Confidential information if such information or data: (i) was substantially known by the receiving party at the time of such disclosure; (I1) was known to the public at the lime of such disclosure or becomes Moral to the public (other than by act of the receiving party) subsequent to such disclosure; Is disclosed lawfully to the receiving party by a third Part: (iv) is dead lndepandeniy by the receiving party without reference to the Cordtdehttal Information; (v) is approved to waling by the disclosing party for discosure by the receiving party; or (vi) is required by law to be disclosed by the receiving party, provided That the reaslving par egfves the disclosing party prior avftten notice of such required disclosure. The recipient of any Confidential information from the other party hereunder shall not disclose to any third party firm, corporation, Individual, or other enb7y. any Confidential Information which it receives from the disclosing party except that IHS 3108AL INSIGHT may disclose such Confidential information to Its employees 1m mnnedion with performing the Services hereunder. The receiving party shaft use the same degree of uaus In safeguarding the Conttdenl(ei tnformaton as the recudving party uses for Ile own conlidentlal and proprietary tntormation, but In no event less than reasonable care. 5. DISCLAIMERS AND LIMITATION OF UABILfrY; INDEMNITY A. If notified by gent In writing and in sufficient detail of a material error in the Services within three (3) months or completion, IHS GLOBAL iNSIGHT strait use reasonable efforts to attempt to correct such enor. Notwithstanding, Weimer IHS GLOBAL INSIGHT nor its affiliates nor any or their third party licensors warrants the accuracy or adequacy of the Services, nor strati They have any liability for any errors or omissions therm. NEITHER HS GLOBAL INSIGHT. ITS AFFILIATES, NOR ANY OF THEIR THIRD PARTY UCENSORS MAKES ANY WARRANTIES, EXPRESS OR IMPUED, AS TO RESULTS TO BE OBTAINED FROM THE USE OF ANY DATA OR OTHER SERVICES PROVIDED HEREUNDER OR THAT SUCH DATA OR OTHER SERVICES WILL BE ERROR FREE AND THEY MAKE NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE CR USE. B. IN NO EVENT SHALL HS GLOBAL INSIGHT, ITS AFFILIATES, OR ANY OF THEIR THIRD PARTY UCENSORS HAVE ANY LIABILITY FOR LOST PROFITS OR FOR INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LIABIU7Y TO ANY PERSON ARISING OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LIABILITY. IN NO EVENT SHALL THE CUMULATIVE UABIUTY OF IHS GLOBAL INSIGHT, ITS AFFILIATES AND OF THEIR THIRD PARTY LICENSORS HEREUNDER EXCEED THE LESSER OF (1) THE AMOUNTS PAID TO HS GLOBAL INSIGHT DURING THE TERM. PROVIDED, HOWEVER THAT FOR PURPOSES OF THIS SECTION 5 43), THE TERM SHALL BE LiMiTED TO A MAXIMUM OF TWELVE (12) MONTHS, AND (II) 510,000, WHICH SHALL BE CLIENT'S EXCLUSIVE REMEDY AGAINST IHS GLOBAL INSIGHT, ITS AFFILIATES AND THEIR THIRD PARTY LICENSORS UNDER THiS AGREEMENT. C. All disclaimers herein shall not be applicable to fatalist that cannot be waived under State or Federal law. D. IHS GLOBAL INSIGHT will defend at Its expense any legal proceeding brought against Client to Uhe extent that It is based on a claim that the use of the Services by Client in compllenca with the tams of this Agreement infringes upon a copyright or U.S. patent end IHS GLOBAL INSIGHT vall pay all damages and costs awarded by a court in connection with such claim, provided that Cent: (1) gives prompt written notice of the claim to HS GLOBAL IN61311T; 01) gives HS GLOBAL INSIGHT sole control of the defense or settlement of the claim; and Oil) provides to IHS GLOBAL INSIGHT all necessary Information, assistance, arid authority to defend; arid, provided Bother, that such Indemnification shell not apply If or to the extent the Infringemerd results from (Mormalon or other materials provided to IHS GLOBAL INSIGHT by Cllenl. Should any portion of the Services become, or in (HS GLOBAL INSIGHT§ opinion be IHeedy to become the suGect of a claim of Infringement, HS GLOBAL INSIGHT shaft, as Client's sate and exclusive remedy, elect to 0) obtain for Client at !HS GLOBAL lNSIGHT's expense the right 10 use such portion. or (II) replace or modify such portion so that the Services became non-Infringing, or (18) remove the bddngtng portion and grant lo Client a reedit prorated to reflect the portion of the overall fees paid by Client attributable to such EXHIE31T 11 1 (Re000100 GLOM INSIGHT portion of the Services. The foregoing states the entire liability of IHS GLOBAL. INSIGHT with respect to infringement d any Intellectual rights. E event Client redistrttwtes, republishes or otherwise permits use of the Services In violation of Ihts Agreement, ClIent shalt Indemnify. defend and hold IHS GLOBAL INSIGHT harmless from any toss, damage or claim arising from this Agreement. 8. GENERAL A. During the Tenn and lor a period al twelve (12) months thereafter, neither party vlh solicit or hire any employee of the other, provided that nothing herein shall prevent the hlrtrhg of any person though an advertlsemed placed Ina publication of general clrWalton or through the Internet. B. IHS GLOBAL INSIGHT is performing the SeMces as an Independent contractor, This Agreement does not create any actual or apparent agency. partnership or relaUonsfdp of employer and employee or master and savant between the parties hereto. C. Except for marketing literature, pubUchy releases, reference lists and otter communtcalons to the public, IH8 GLOBAL INSIGHT agrees not to disclose the Identify of Client as a customer of tHS GLOBAL INSIGHT or use Clams trademarks without the prior written consent of Chant. D. Neither party shall have any lability for any defeats or delays resulting from dra,ns1atees beyond its reasonable control. in no event shalt IHS GLOBAL INSIGHT be Sable for any claim arising one (1) year or more prior to the institution of suit. E. This Agreement constitutes the entire agreement between the panes with respect to b subject matter and supercede any and all other agreements. representations, statements, werranUes and understandings whether wdttan � oral. with respect hereto. No alteration ar amendment of Ih1s Agreement shall be effective unless signed by authorized representatives d both parties. F. The provisions and terms of any purchase order Issued by Client in mr$uncUah with this Agreement shall be of no effect and shall not In any way extend or amend the terms and conditions set forth In this Agreement unless expressly accepted in writing by MS GLOBAL INSIGHT. Q The fetwe of either party to enforce any provislon or right of this Agreement shall not be construed as a subsequent waiver. H. This Agreement Is not asalgnable by either party without the others written permission and is binding upon the successors of each party to this Agreement. CLIENT: BrL Name: Title: Date: HIS GLOBAL INSIGHT (USA) INC. Consulting Agreement L 'Ms Agreement shall be governed and Interpreted In accordance with the laws of the Commonwealth of Massachusetts. All claims arising fn connection with this Agreement shall be brought by the parties to the courts In the Commonwealth of Massachusetts and the parties hereby consent to the exclusive jurisdiction of such courts. J. Client admowtedges that under the laws of the U.S. or all countries where HS GLOBAL INSIGHT does business, R Is unlawf d for IHS GLOBAL INSIGHT. Its parents, affiliates end substdlartes, dtrectly or Indirectly, to make any payment or to give anything of value to any foreign oflidal (other than a foreign official whose duties are essentially administrativeldertcat) or to any foreign political party, any official of a foreign political party or any candidata far foreign political office for the purposes of Udiuendng any action or failure to take action on the part of such person in connection with the obtaining, retaining or directing of business to any person or company. Cent will not, directly or indirectly, make any such payment while ties Agreement to to eitect. K. Services provided by IHS GLOBAL INSIGHT under this Agreement and Exhibit A may contain tec hn!oal data (e.g., encryption technology) the export, reexport, transfer or sale of which Is controlled by U.S. export control taws. iHS GLOBAL INSIGHT will expert the Services In accordance with this Agreement osnsistent with U.S. be and Client agrees that diversion Of the Services contrary to U.S. law Is prohibited. Client acknowledges that other nations' laws may apply to the Services. In particular, several lurlsdfctlons have =trots that may apply to the Servicas containing encryption technology. Accordingly, in express conslderatlon for receipt of the SeMces. CSent agrees to comply with all apphwble taws that may impose registration. reporting, Ucensing or other requirements on the SeMces. L My data aontalned In the SeMces and used by. for. or an behalf of the U.B. Government. its agencies andfar Instrumentalities k provided with LIMITED RIGHTS set forth N this Agreement. Any software contained in the Services which is used by. or on behalf of the U.S. Government, is provided with RESTRICTED RIGHTS set torah to this Agreement Use, duptIcati n. or &closure of dataandtor software by the U.S. Government Is subject to restrictions as set forth In the Rights to Tedmfrat Data and Computer Software clause at FARS 12.211 and 12.212(a) andfor Commercial Computer Software at DFARS 227.7202 - 1(a) or subparagraphs (c)(t) and (2) of the Commercial Computer Software - Restricted Rights at 48 CFR 52.227 -19, as applicable. Manufacturer Is 1148 Global Insight inc., 24 Hartwell Avenue, Lexington. Massachusetts. IHS GLOBAL. INSIGHT fUSAI INC, By. Name: Thin Dale: EXHIBIT ,('f- 1-U (( (ro" GLOBAL INSIGHT CONSULTING AGREEMENT Statement of Work IHS GLOBAL INSIGHT (USA) INC. EXHIBIT A This Statement of Work, dated as of September 26, 2010, ("Statement of Work') is entered into pursuant to the Consulting Agreement between IHS Global Insight (USA) Inc. (11-IS GLOBAL INSIGHT') and City of Carmel, Indiana ("Client) dated June 23, 2010 (°Agreement'). CapitaEizzed terms In this Statement of Wortc and not defined herein are used with the meanings ascribed to them in the Agreement. WHEREAS, Client and iRS GLOBAL INSIGHT are parties to the Agreement, and WHEREAS, the parties desire to amend the Agreement. NOW THEREFORE, In consideration of the premises set forth In this Amendment, the parties hereto agree as follows, 1. IHS GLOBAL INSIGHT shall furnish to Client the Consulting Services described below: INS Global instate shall conduct a comprehensive Economk Impact Analysis studyof the Performing Arts Center (PAC) Task 1 -The project wilt begin with an on -site visit to review the plans for the PAC. public/private Investment levels, previously commissioned studies, eta The sharing of this Information will serve as foundational Input to the analysis. Task 2 — Global Insight shall develop a representative sample (through direct Interviews) of businesses In the districts to better understand their business practices and economic transaction patterns. Task 3 - The planing and survey data wig be analyzed utilizing the iMPIAN input - output model based on the local economy. Task 4 —Development of deliverables - The output of the modeling will be a quantification of the following: • The number of direct, Indirect and induced jobs created as a result of the creation and continued operations of the PAC • The wages paid to those workers • The tax revenues resulting from the existence of the PAC • The economic contribution made to the local economy by the PAC and how that contribution gts Info the overall regional economy. • The main deliverable will be a summary report. not to exceed 20 pages, plus data tables, that presents findings of the EIA study es well as the EIA methodology. Accompanying the report will be a PowerPoint presentation that summarizes the key findings of the study. • Deliverables will be available ninety (90) calendar days from receipt of a signed notice to proceed from the City of Carmel 2. PAYMENT The consulting fee shag be US$35.000. One -half of the consulting fee shall be paid upon execution of the Agreement and the remaining one -half shag be paid upon delivery of the Consulting Services, in addition to all of the other rights and remedies. 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 assodated 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 11-13 GLOBAL INSIGHT financial compliance requirements only and is not intended to create or Impose any liability or obligation on the Client. EXHIBIT A- 30 ((R n" INSIGHT' IHS GLOBAL INSIGHT (USA) INC. Milestone Description % of fee Task 1— KIck-off meeting 16% Task 2 — Development of sample 30% Task 3 — IMPLAN model run 25% Task 4 -- Development of deliverables 30% 100% Total 4. OTHER TERMS AND CONDITIONS The following terms and conditions, If any, are to be deemed part of the Agreement. To the extent that ariy of the following terms and conditions are Inconsistent with the terms and conditions of the Agreement, the following terms and conditions shall govern. All other terms and conditions not modified and amended below shall remain In full force and effect. ER 11 _I 1! _ .: II • •■ . 1 • !1 1 = w,.•lL=' •LL? l: 11 i h!r:1 I: .L Ki I. Statement of Work to be duty executed and delivered, BY. Nemec TtUe: Date: tHB C3LOBAL INs1GKr (LIES INC. 8v: Nana: Title: Dace EXHIBIT tR0/ 7") EXHIBIT B INSURANCE COVERAGES Worker's Compensation & Disability Statutory Limits Employer's Liability. Bodily Injury by Accident/Disease: $100,000 each employee Bodily Injury by Accident/Disease: $250,000 each accident Bodily Injury by Accident/Disease: $500,000 policy limit Property damage, contractual liability, products - completed operations: General Aggregate Limit (other than Products/Completed Operations): $500,000 Products/Completed Operations: $500,000 Personal & Advertising Injury Policy Limit $500,000 Each Occurrence Limit $250,000 Fine Damage (any one fire): $250,000 Medical Expense Limit (any one person): $ 50,000 Comprehensive Auto Liability (owned, hired and non - owned) Bodily Single Limit: $500,000 each accident Injury and property damage: $500,000 each accident Policy Limit: $500,000 Umbrella Excess Liability Each occurrence and aggregate: Maximum deductible: $500,000 $ 10,000