Sherry Mielke - Director of Finance - $75,000Professional: Sherry Mielke
Carmel Redevelopment Commission - 2005
Contract Not To Exceed $75,000.00
AGREEMENT FOR PROFESSIONAL SERVICES
APPROVED AS TO FORM B
THIS AGREEMENT FOR PROFESSIONAL SERVICES ( "Agreement "), is hereby made and
entered into by and between the Carmel Redevelopment Commission (hereinafter "CRC "), and Sherry S.
Mielke (hereinafter "Professional ").
RECITALS
WHEREAS, CRC 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, CRC needs a Director of Finance to prepare long range financial planning, as well as
tracking and forecasting monthly expenses, and other duties as required by law and the Director of the
CRC as are more fully set forth in the attached Exhibit A; and
WHEREAS, Professional is experienced in providing and desires to provide to CRC the 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, the scope of which shall be as requested and defined by
the CRC and attached hereto in the order approved by CRC.
2.3 Time is of the essence of this Agreement.
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Professional: Sherry Mielke
Carmel Redevelopment Commission - 2005
Contract Not To Exceed $75,000.00
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 arrange for Professional to enter upon public and private property as reasonably
required for Professional to perform the Services.
3.3 CRC shall designate payment of the Services from CRC budget appropriation number CCS62838
funds.
3.4 CRC shall designate the Carmel Redevelopment Commission Director or his duly authorized
representative to act on CRC's behalf on all matters regarding the Services.
SECTION 4. PROFESSIONAL'S RESPONSIBILITIES
4.1 Professional shall perform the Services pursuant to the terms of this Agreement and within any
applicable time and cost estimate.
4.2 Professional shall coordinate with 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 Seventy -Five Thousand Dollars (575,000.00) (the "Estimate "). 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. 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. CRC shall pay Professional for all
undisputed Services rendered and stated on such invoice within thirty -five (35) days from the date
of CRC's receipt of same.
5.2 Professional agrees not to provide any Services to CRC that would cause the total cost of same to
exceed the Estimate, without CRC'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 its Effective Date through December 31, 2005, 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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Professional: Sherry Mielke
Carmel Redevelopment Commission - 2005
Contract Not To Exceed $75,000.00
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' notice.
7.1.2 The obligation to provide all or any portion of the Services under this Agreement may be
terminated by CRC, for cause, immediately upon Professional's receipt 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, except that such
payment amount shall not exceed the Estimate. 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. Professional is
not a CRC employee.
7.5 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.
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Professional: Sherry Mielke
Carmel Redevelopment Commission - 2005
Contract Not To Exceed $75,000.00
7.6 Default.
In the event Professional: (a) repudiates, breaches or defaults under any of the terms or conditions
of this Agreement, including Professional's warranties; (b) fails to perform the Services as
specified; (c) 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) becomes insolvent, files, or has filed against it, a petition
for 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 terminate all or any
part of this Agreement, without liability to Professional and to exercise any other rights or
remedies available to it at law or in equity.
7.7 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.
7.8 Indemnification.
Professional shall indemnify and hold harmless CRC and its officers, officials, employees and
agents from all losses, liabilities, claims, judgments and liens, including, but not limited to, all
damages, costs, expenses and attorney fees arising out of any intentional or negligent act or
omission of Professional in the performance of this Agreement. This indemnification obligation
shall survive the termination of this Agreement.
7.9 Discrimination Prohibition.
Professional represents and warrants that Professional will comply with all existing and future
laws prohibiting discrimination against any employee, applicant for employment and/or other
person 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.
7.10 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.
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Professional: Sherry Mielke
Carmel Redevelopment Commission - 2005
Contract Not To Exceed $75,000.00
7.11 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:
Carmel Redevelopment Commission
One Civic Square
Carmel, Indiana 46032
ATTN. Mr. Les Olds
PROFESSIONAL:
Sherry S. Mielke
Douglas C. Haney, City Attorney
Department of Law
One Civic Square
Carmel, Indiana 46032
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 five (5) business days from the date of such oral notice.
7.12 Effective Date.
The effective date ( "Effective Date ") of this Agreement shall be the date on which the last of the
parties hereto executes same.
7.13 Governing Law; Lawsuits.
This Agreement shall be governed by and construed in accordance with the laws of the State of
Indiana, except for its conflict of laws provisions, as well as by all ordinances and codes of the
City of Carmel, Indiana. The parties agree that, in the event a lawsuit is filed hereunder, they
waive any right to a jury trial they may have, agree to file such lawsuit in an appropriate court in
Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has
jurisdiction over same.
7.14 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.
5
Professional: Sherry Mielke
Carmel Redevelopment Commission - 2005
Contract Not To Exceed $75,000.00
7.15 Non - Assignment.
Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder
without CRC's prior written consent.
7.16 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.
7.17 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.
7.18 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.
7.19 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.
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Professional: Sherry Mielke
'C'armef Redevelopment Commission - 2005
Contract Not To Exceed $75,000.00
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CARMEL REDEVELOPMENT COMMISSION SHERRY S. MIELKE
BY: BY:
onald E. Carter, President Sherry S. Mie c, e
Date: Z��
ATTEST:
Diana L. Cordray, IAMC, Clerk- Treasurer
Date:
7
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SSN if Sole Proprietor:
Date: 1eI k`1135
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EXHIBIT A
CARMEL REDEVELOPMENT COMMISSION
Director of Finance
1. Provides overall long range fmancial planning to the Carmel Redevelopment Commission
( "CRC ") to include:
A. Current CRC City Center projects financial obligation for land purchases, land sales,
construction costs for infrastructure and debt obligations.
B. Old Town Arts District to include fmancial obligation for land purchases, land sales,
constructions costs for infrastructure and debt obligations.
2. Establish yearly CRC budget with forecasts of monthly expenses that include professional fees,
land purchases, construction costs and miscellaneous expenses.
3. Establish sources of revenues that include bond sales, TIF revenue, land sales and miscellaneous
income.
4. Work with various law firms on the financial details of project agreements and issue reports to the
CRC of its future financial obligations.
5. Prepare monthly expense reports for the CRC outlining expenses in relationship to the approved
CRC budgets and prepare vendor claims to be process by the Clerk- Treasurer's office.
6. Attend real estate closings and be responsible for the proper distribution of signed documents.
Communicate the transfer of funds per the settlement agreements.
7. Act as liaison between the CRC and the Clerk - Treasurer's office.
8. Organize a purchase order system for CRC approved expenses and set up a separate file system for
each CRC project to organize all project costs.
9. Set up a financial record - keeping system for the Performing Arts Center ( "PAC ") bond funds to
assure the proper accounting of all professional fees, construction costs and all other expenses that
need to be charged to the PAC budget.
10. Act as liaison between the CRC and the private developers on all financial transactions.
11. Coordinate day to day financial needs of the CRC commitments to the public /private partnerships
for maintenance, utilities and miscellaneous costs for City Center and the Old Town Arts District.
12. Assist the CRC Director of Redevelopment in day -to -day operations of CRC and coordinate with
commission members on their participation with CRC operations.
AMENDMENT TO CONTRACT
Amendment to Employment Contract dated October 15, 2005, between Carmel
Redevelopment Commission, hereinafter ( "CRC ") and Sherry S. Mielke ( "Consultant ").
WHEREAS, CRC and Consultant wish to continue Consultant's employment with
the CRC; and
WHEREAS, in consideration for Consultant's continued employment and additional
responsibilities, the parties wish to modify certain provisions of the
Employment Contract,
NOW THEREFORE, the parties hereby agree as follows:
1. That Consultant's compensation pursuant to paragraph 5.1 of that certain
Employment Contract dated October 15, 2005, is hereby modified and amended so as to
increase Consultant's maximum annual hours by 10% in 2007 and by 15% in 2008.
2. For purposes of Paragraph 5.1 of that certain Employment Contract dated
October 15, 2005, the Consultant's then applicable annual base compensation is modified
for an amount not to exceed $82,500 per annum for 2007; and $86,250 per annum for
2008. Consultant shall work at a rate of Forty Dollars ($40.00) per hour.
In all other respects the Employment Contract dated October 15, 2005 shall
remain in full force and effect and unaltered.