Wilkinson Brothers - Carmel Arts & Design District Website - $22,500CRC/Wilkinson Brothers Contract
Notf o exceed $22,500
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:
Carmel Redevelopment Commission agrees to purchase the goods and /or services (the "Goods
and Services ") from Vendor using CRC budget appropriation number 902 /554.0 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, subject to clause 3.2, that the total price for the Goods and Services to
be provided to CRC hereunder shall be no more than Twenty -Two Thousand Five Hundred
Dollars ($22,500.00) (the "Estimate "). Vendor shall submit an invoice to CRC no more
than once every thirty (30) days detailing the Goods and Services provided to CRC within
such time period. CRC shall pay Vendor for such Goods and Services within sixty (60)
days after the date of CRC's receipt of Vendor's invoice detailing same, so long as and to
the extent such Goods and Services are not disputed, are in accordance with the
specifications set forth in Exhibit A, are submitted on an invoice that contains the
information contained on attached Exhibit B, and Vendor has otherwise performed and
satisfied all the terms and conditions of this Agreement.
3.2 Vendor agrees not to provide any Goods and Services to CRC that would cause the total
cost of the Goods and Services provided by Vendor to CRC hereunder to exceed the
Estimate, unless CRC 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 the specifications, samples and /or descriptions thereof furnished to Vendor by CRC and/or by
Vendor to and accepted by CRC, 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 CRC's
intended use and expressly warrants that the Goods and Services provided to CRC pursuant to this
Agreement have been selected by Vendor based upon CRC's stated use and are fit and sufficient
for their particular purpose.
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.
• CRC/Wilkinson Brothers Contract
Not e,o exceed $22,500
6. DISCLOSURE AND WARNINGS:
If requested by CRC, Vendor shall promptly furnish to CRC, in such form and detail as CRC 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 CRC 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 CRC'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, CRC 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 CRC 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, CRC 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 CRC 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 CRC 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
CRC as an additional insured on all such insurance policies, shall promptly provide CRC, 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 CRC. Vendor shall indemnify and hold harmless
CRC 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 CRC property. Vendor further agrees to indemnify, defend and
hold harmless CRC 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.
. CRC/Wilkinson Brothers Contract
Not,to exceed $22,500
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 CRC 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 CRC
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. 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.
13. 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 CRC's prior written consent.
14. 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
CRC. The contract price set forth herein shall be the full and maximum compensation and monies
required of CRC to be paid to Vendor under or pursuant to this Agreement.
15. GOVERNING LAW; LAWSUITS:
This Agreement is to be construed in accordance with and governed by the laws of the State of
Indiana, except 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.
16. SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance,
executive order or other rule of law, such term shall be deemed reformed or deleted, but only to
the extent necessary to comply with same, and the remaining provisions of this Agreement shall
remain in full force and effect.
. CRC/Wilkinson Brothers Contract
Notrto exceed $22,500
17. NOTICE:
Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by
postage prepaid U.S. certified mail, return receipt requested, to the party to be notified at the
address specified herein:
If to CRC:
CRC of Carmel
111 W. Main Street, Suite 140
Carmel, Indiana 46032
ATTN: Sherry S. Mielke, Director of Finance
If to Vendor: Wilkinson Brothers
P. O. Box 235
Fishers, Indiana 46038
Notwithstanding the above, notice of termination under paragraph 18 hereinbelow shall be
effective if given orally, as long as written notice is then provided as set forth hereinabove within
five (5) business days from the date of such oral notice.
18. TERMINATION:
18.1 Notwithstanding anything to the contrary contained in this Agreement, CRC 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. 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.
CRC/Wilkinson Brothers Contract
,► Not4o exceed $22,500
20. ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that CRC may, from time to time, request Vendor to provide
additional goods and services to CRC. When CRC desires additional goods and services from
Vendor, the CRC 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 CRC 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 CRC. A copy of the CRC'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 CRC.
21. TERM
Subject to the termination provisions set forth in Paragraph 18 hereinabove, this Agreement shall
be in effect from the Effective Date through December 31, 2006, 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.
22. 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.
23. BINDING EFFECT
The parties, and their respective officers, officials, agents, partners, successors, assigns and legal
representatives, are bound to the other with respect to all of the covenants, terms, warranties and
obligations set forth in Agreement.
24. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than CRC and Vendor.
25. 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.
26. ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the
entire agreement between Vendor and CRC 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 govern and prevail. This Agreement may only
be modified by written amendment executed by both parties hereto, or their successors in interest.
' CRC/Wilkinson Brothers Contract
-Not to exceed $22,500
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CRC OF CARMEL, INDIANA Wilkinson Brothers
By: By:
Ron Carter,
Date: /77--('
es' dent
(1.
Authorized S1gnature
Date: t i 1 Z` t 0 6
FID /TIN: 5-6G; `14 -77/ �{
CARMEL ARTS & DESIGN DISTRICT WEBSITE MAINTENANCE AND ENHANCEMENTS
September 1 1, 2009
Carmel Arts & Design District
III West Main Street, Suite 140
Carmel, IN 46032
RE: Letter of Intent: Maintaining and Enhancing the Carmel Arts and Design District Website
This document outlines our understanding of the efforts needed to keep the District website properly updated,
strategically enhanced, and able to expand as the District expands. Our estimate enables us to uphold the
established quality of design; our intent is to take the most cost- efficient approach possible.
Areas that require production and attention:
• Items related to press releases and news
• Items that supplement or are in conjunction with the Events pages and content
• New area development
• General image and text updating
• Announcements (whether urgent or informational)
• Graphics, icons and banner graphics for various events, news, and /or merchant - related content
COST for DESIGN, PRODUCTION, & DEVELOPMENT: $1 5,000
See above outline for what is included in the cost as well as the notes below for how it was projected. Should our
duties require less than the above anticipated cost, we will adjust the amount accordingly.
We anticipate the cost not to exceed this amount.
COST NOTES:
• All design, additions or updates are estimated at a rate of $75- 100 per hour (depending on skill sets required),
based on the previous years of production on event - related projects.
• The costs above include any hosting or registration expenses necessary.
PAYMENT TERMS:
Payment will be requested as work is completed and will not exceed a total of $15,000.00. This quote is based on
information presented by the Carmel Arts and Design District and the details outlined above. We will gladly follow
the pay schedule of the City of Carmel.
Thank you for allowing us to serve the City of Carmel in helping to promote the District via its website. It has been
our intention to help make the District succeed since its inception!
—Co2RY W141N L J
317.915.861 1 corey @wilkinsonbrothers.com
MOP AI ,
try6c(-17i ✓( AO/tfaC7o"4--
WILKINSON BROTHERS • 317,91 5.861 1 • www.wilkinsonbrothers.com
CARMEL ARTS & DESIGN DISTRICT 2009. EVENT WEBSITES & ONLINE PROMOTIONS
March 30, 2009
Carmel Arts & Design District
1 1 1 West Main Street, Suite 140
Carmel, IN 46032
RE: Letter of Intent: Promoting the 2009 Special Events Via the Carmel Arts and Design District Website
This document outlines our understanding of the work needed to be implemented to promote the upcoming
2009 District events. Our estimate allows us to maintain the established quality of design as seen on the
CA &DD site, but reflects the most efficient approach possible in the interest of being budget friendly.
Arts & Design District 2009 Special Events:
• Gallery Walks: Update existing micro -site utilizing the current template.
• Artomobilia: Develop micro -site featuring event info, photography, etc.
• Rock the District: Update existing micro -site utilizing current template.
• Art of Wine: Develop micro -site featuring event info, photography, etc.
• Dog Day Afternoon: Develop micro -site featuring event info, photography, etc.
• Art of Beer: Develop micro -site featuring event info, photography, etc.
• Holiday in the Arts District: Update existing micro -site utilizing the current template.
Recurring events:
• Thursday Night Live: Update info and content as details change.
• Art of Jazz: Update info and content as details change.
COST for DESIGN, PRODUCTION, & DEVELOPMENT: $15,000
See above outline for what is included in the cost as well as the notes below for how it was projected.
We anticipate the cost not to exceed this amount.
COST NOTES:
• All design, additions or updates are estimated at a rate of $75- 100 per hour (depending on skill sets required),
based on the previous years of production on event - related projects.
• The costs above will allow for a year's worth of hosting and domain registration for any of the above micro -sites if
needed. After a year, we will request the cost to cover another plus coordination -time to maintain these domains.
PAYMENT TERMS:
Payment will be requested as work is completed and will not exceed a total of $15,000.00 for 2009. This quote is
based on information presented by the Carmel Arts and Design District and the details outlined above. We will gladly
follow the pay schedule of the City of Carmel.
Thank you for allowing us to serve the City of Carmel in helping to promote the above District events. Our intention
is to provide exactly what you need to effectively present all information. Of course, it's always our goal to engage
the viewer as we present the info!
—R W, L4' 1 N SoN
317.915.8611 corey @wilkinsonbrothers.com
A ymv B`7'
WILKINSON BROTHERS • 317.915.8611 ^ www.wilkinsonbrothers.com