Victory Sun, Inc. Artomobilia - 5/4/12 •
AGREEMENT FOR SERVICES
This Agreement for Services (the "Agreement"), effective as of 61+ IZ 2012
(the "Effective Date"), by and between The City of Carmel Redevelopment Commission ("CRC"), and
Victory Sun, Inc. (the "Service Provider"), WITNESSES:
Recitals
WHEREAS, on August 25, 2012, CRC is hosting its annual Artomobilia event (the
"Event") in Carmel, Indiana;
WHEREAS, CRC has determined the need for professional services with respect to the
management and coordination of the Event, the scope of which is described on Exhibit A attached hereto
and incorporated herein (the"Services");
WHEREAS, Service Provider has professional expertise in the performance of the
Services; and
WHEREAS, CRC and Service Provider desire to enter into this Agreement;
Agreement
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are acknowledged hereby, CRC and Service Provider agree as follows:
1. Services. Service Provider shall perform the Services, up to 255 hours (the "Maximum Hours").
Service Provider shall be an independent contractor of CRC. The term of this Agreement shall be for a
period commencing: (a) on the Effective Date; and (b) ending on the date that is 30 days after the Event.
Service Provider hereby acknowledges and agrees that its performance of the Services may be non-
exclusive, in CRC's sole discretion.
2. Compensation.
(a) Hourly Fees. Service Provider's compensation for the Services shall be $85.00
per hour of services; provided that the total amount paid shall not exceed $21,675.00,
except as expressly provided in this Section. If CRC and Service Provider agree that
Service Provider shall perform the Services in excess of the Maximum Hours (the
"Additional Work"), then CRC and Service Provider either shall amend this Agreement or
enter into a new agreement with respect to the performance of the Additional Work. Until
such time as there is either: (i) an amendment to this Agreement that includes the
Additional Work; or(ii) a new agreement with respect to the performance of the Additional
Work; in either case executed by CRC, CRC shall have no obligation to compensate
Service Provider for the performance of the Additional Work.
(b) Expenses. CRC shall reimburse Service Provider for all reasonable expenses
incurred by Service Provider in its performance of the Services, including, without
limitation, mileage (within Marion County and the eight surrounding counties), parking,
signage, copying, postage, specialty paper, banners, and dumpsters; provided that CRC
shall have no obligation to reimburse Service Provider for any expenses not approved in
writing by CRC.
(c) Payment. To receive compensation described in Subsection 2(a) or 2(b),
Service Provider shall submit to CRC an invoice, which invoice shall be reviewed by CRC
at its next regularly scheduled monthly meeting; provided that, if the next regularly
scheduled monthly meeting occurs during the month in which Service Provider submits
its invoice, then such invoice shall not be considered until the next regularly scheduled
monthly meeting after the regularly scheduled meeting that occurs during the month in
which Service Provider submits its invoice.
(d) Miscellaneous. All amounts due under this Agreement by CRC shall be subject
and subordinate to CRC's obligations pursuant to all: (i) bonds; and (ii) installment
contracts assigned to lenders to secure financing; whether first arising before or after the
Effective Date.
3. Performance. Service Provider shall perform the Services: (a) in coordination with CRC; (b) in
accordance with the prevailing professional standards in the Carmel, Indiana, area for similar services;
and (c) in compliance with all applicable laws, statutes, and/or ordinances, and any applicable
governmental rules, regulations, guidelines, orders, and/or decrees. All Services performed by Service
Provider, regardless of whether completed (the "Work Product"), shall belong to CRC. If performance of
the Services requires the entry by Service Provider onto real estate not owned by CRC or Service
Provider, then Service Provider shall be responsible for obtaining permission to enter onto such real
estate. CRC shall designate the executive director of CRC, currently Les Olds, or his duly authorized
representative to act on CRC's behalf with respect to Service Provider's performance of the Services.
4. Relationship. The employees of Service Provider: (a) are (and shall be considered for all
purposes to be) the employees or contractors of Service Provider; and (b) are not (and shall not be
considered for any purpose to be) the employees or contractors of CRC or the City of Carmel, Indiana
(the "City"). Accordingly, CRC and the City shall have no obligations or liabilities with respect to such
employees, who shall look exclusively to Service Provider to discharge all obligations and duties as their
employer or principal.
5. Liens. Service Provider shall not suffer or cause the filing of any mechanic's lien against CRC's
property, or any part thereof, by reason of labor, services or materials claimed to have been performed or
furnished to or for Service Provider. Nothing in this Agreement shall be deemed or construed to: (a)
constitute consent to, or request of, any party for the performance of any work for, or the furnishing of any
materials to, Service Provider; or (b) give Service Provider the right or authority to contract for, authorize,
or permit the performance of any work, or the furnishing of any materials, that would permit the attaching
of a mechanic's lien to CRC's interest in its property.
6. Remedies. CRC or Service Provider may terminate this Agreement, without cause, immediately
upon written notice to Service Provider. If this Agreement is terminated as permitted pursuant to this
Section, then: (a) Service Provider shall turn the Work Product over to CRC; (b) subject to, and in
accordance with, Section 2, CRC shall pay to Service Provider, as full compensation hereunder, an
amount reasonably attributable to the Services performed by Service Provider as of the date of
termination that remain unpaid as of such date.
7. Indemnity. Service Provider shall indemnify and hold harmless CRC from and against all claims,
suits, judgments, liabilities, losses, costs, and expenses (including, without limitation, reasonable
attorneys' fees and court costs) that result from: (a) the performance of the Services; (b) the failure of
Service Provider to comply with the terms and conditions of this Agreement; and/or (c) the entry by
Service Provider onto real estate not owned by CRC or Service Provider in the course of performing the
Services. The indemnities set forth in this Section shall survive the termination of this Agreement and the
completion of the Services performed by Service Provider.
8. Assignment. Service Provider shall not assign this Agreement or any of its obligations
hereunder without the prior written consent of CRC, which consent may be withheld in CRC's sole
discretion.
9. Nondiscrimination. In connection with the performance of this Agreement, Service Provider
shall not discriminate against any employee, applicant for employment, and/or other person in the
subcontracting and/or performance of the Services with respect to hire, tenure, terms, conditions, or
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privileges of employment or any matter directly or indirectly related to employment, because of race, age,
color, religion, sex, disability, national origin, or ancestry.
10. Miscellaneous. This Agreement shall: (a) bind, and inure to the benefit of, CRC and Service
Provider and their respective successors and assigns; and (b) be governed by, and construed in
accordance with, the laws of the State of Indiana. This Agreement shall not be construed to create a
contractual relationship with, give rights or benefits to, or create a cause of action in favor of, anyone
other than the parties hereto. The invalidity or unenforceability of any term or condition of this Agreement
shall not affect the other terms and conditions, and this Agreement shall be construed in all respects as if
such invalid or unenforceable term or condition had not been contained herein. Each of the undersigned
represents that he or she has: (a) the authority to bind CRC or Service Provider, as applicable; and (b)
the proper power and authority to execute this Agreement.
IN WITNESS WHEREOF, CRC and Service Provider have executed this Agreement as
of the Effective Date.
CRC:
THE CITY OF CARMEL REDEVELOPMENT
COMM ISSIi N
By: I /.4i4.1!b.
Printed: llcn.rvi l+ yriryV/
Title: C 1P1'I ettvue
SERVICE PROVIDER:
VICTORY SUN, INC.
By: Lthiii.AL
Printed:L %tL25 S. SI1LS
Title: GED
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EXHIBIT A
Artomobilia Scope of Work
• Create a comprehensive timeline complete with goals, objectives, tactics and dates of completion
o Timeline to include communications/promotion plan goals, objectives and tactics
o Timeline to include suggested meeting dates
o Plan to include a detailed "Day of Event" timeline
o Timeline to include space for assignments to be made to be completed by designated
individuals
• Communicate regularly with the Artomobilia exhibitor recruitment committee
o Determine logistics need as related to car placement
o Manage relationships formed by exhibitor recruitment committee
• Direct committee toward the mission, goals and target audience of the Arts &
Design District
o Direct the exhibitor recruitment committee in needs to be met by Arts & Design District
merchants
o Obtain progress reports on recruitment from the exhibitor recruitment committee
• Spearhead logistics
o Confirm placement of materials and resources
o Confirm logistics resources leading up to the events, including but not limited to:
• Signs
• Port-o-lets
• Dumpsters
• Volunteer Apparel
• Merchandise for sale
• Event Credentials
• Tents
• Tables
• Trophies
• Golf Carts
• Execute sponsorship procurement
o Determine sponsorship goals in conjunction with budget determined by Megan McVicker
o Pursue media sponsor for stage
o Ensure fulfillment of sponsor contracts at event
• Deliver VIP tickets
• Confirm correct signage appears on-site on day of event
• Approve logos on collateral and ads
• Direct public relations efforts and media activities for Art of Wine, Artomobilia and other Carmel
Arts & Design District events (as needed)through the end of the year
o Incorporate communication plan into overall comprehensive planning timelines
o Execute merchant meetings to maximize buy-in from key target audience: Arts & Design
District merchants!
o Assist with social media communications
• Advise on status updates
• Advise on Tweets
• Write and post a regularly scheduled blog
o Write news releases and calendar listing announcements
• Obtain approval on news releases and announcements
• Send news releases and announcements to targeted media
• Incorporate Gallery Walks and Jazz on the Monon into public relations efforts
o Write copy for website and other collateral as deemed necessary for promotional efforts
o Direct creative team on ad and collateral development
o Advise on and execute media buys
• Write copy for scrolls and/or reads (as approved)
• Direct event coordination activities on the day of event including but not limited to:
o Set-up
o Staffing
o Determine a plan of action to showcase merchants in the district
o Teardown
• Establish and track budget in conjunction with Carmel Redevelopment Commission's designated
budget for events, media and public relations
• Meet regularly with Carmel Redevelopment Committee representatives
o Prepare agendas for meetings
o Make assignments for action items to be completed
o Send a complete action item list post-meeting to Carmel Redevelopment Commission