Pedcor Design Group LLC - 2009 AGREEMENT FOR SERVICES
This Agreement for Services(the"Agreement"),executed as of✓,o vu6A1' / ,2009,
by and between The City of Carmel Redevelopment Commission ("CRC"), and Pedcor Design Group,
LLC(the"Service Provider"),WITNESSES:
Recitals
WHEREAS, CRC has determined that it is necessary to obtain the design, architectural,
and engineering services generally described on Exhibit A;
WHEREAS Service Provider and CRC have determined that Service Provider shall
provide the design and architectural services through its employees, but shall bid and outsource the
engineering services to be provided hereunder; and
WHEREAS, CRC and Service Provider desire to enter into this Agreement to formalize
the terms and conditions upon which Service Provider shall perform such services;
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 work generally described in Exhibit A, for each
category described on Exhibit B (collectively, the 'Work"): (a) in accordance with the schedules set forth
on Exhibits B-1 through B-14 and Schedules B-1 through B-14; and (b) as an independent contractor of
CRC. For each category of Work described in Exhibit B (the"Category"), Service Provider shall complete
a detailed scope of work and budgets, and upon approval of the same by CRC for a Category, such
scope of work and budget shall be: (a) signed and dated by the parties; and (b) attached hereto as
Exhibits B-1 through B-14 and Schedules B-1 through B-14; at which point they shall be deemed to be a
part of this Agreement, and incorporated herein by reference. After Service Provider receives CRC's
approval of an initial scope of work and budget for a Category, Service Provider shall have a continuing
obligation to: (a) keep current such scopes of work and budget; and (b) secure CRC's approval of any
modifications to the same, which modifications shall be signed and dated by both parties, and such
execution shall satisfy the formalities of Section 12.
CRC acknowledges and agrees that Service Provider shall request bids for the engineering services to be
provided hereunder, and upon approval by Service Provider and CRC of an engineering bid and the
respective hourly rate schedule associated therewith, Service Provider shall contract with the applicable
engineering firm upon such hourly rate schedule,which hourly rate schedules shall be attached hereto as
Schedules A-1 through A-20.
2. Payment. Service Provider estimates that the total cost of the Work by Service Provider will be
no more than $ 1,771 ,391.40 (the "Estimated Fee"). CRC hereby acknowledges that the
Estimated Amount may not be sufficient for Service Provider to complete the Work. Compensation for the
Work shall be computed in the manner, and at the rates, described in: (a) Exhibit A, for design and
architectural services; and (b)Schedules A-1 through A-20, for engineering services. To receive Service
Fees from CRC, Service Provider shall submit to CRC invoices for its approval, which invoices 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 an 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. CRC shall
pay the portion of the Service Fee set forth on the invoice within a reasonable amount of time after
approval of such invoice. Service Provider shall not perform any Work that would cause the total cost of
the same to exceed the Estimated Fee, without CRC's prior written consent; provided that failure by
Service Provider to perform any Work on account of the foregoing shall not be a default under this
Agreement.
3. Bidding. CRC shall have the right to approve all requests for engineering bids to complete the
Work. Five business days prior to requesting bids for engineering work, Service Provider shall submit the
applicable bid to CRC, and CRC, by verbal or written notice,shall approve or reject the proposed request
for bid. If CRC approves the bid request packet, then Service Provider may request bids from engineers
based thereon. If CRC rejects the bid request packet, then: (a)CRC, in the rejection notice, shall provide
a detailed description of the portion of the bid request packet that it is rejecting and provide reasonable
detail of its reasoning for rejecting such portion of the bid request packet; and (b) Service Provider shall
modify and resubmit the bid request packet to CRC until CRC approves the same.
CRC shall have the right to approve all bids submitted to Service Providers by engineers (requested
under the procedures described in this Section). Service Provider shall: (a) provide all responses to bid
requests to CRC; and (b) recommend which bid(s), if any, should be accepted, which recommendation
may be adopted or rejected by CRC in its sole discretion. If CRC adopts a recommendation,then Service
Provider shall enter into a contract with the engineer that submitted the bid to provide the services as
described in such bid. If CRC rejects a recommendation, then CRC and Service Provider shall meet and
agree whether to accept another bid or re-bid the applicable engineering services.
4. CRC Approval. CRC and Service Provider hereby agree that, upon approval by CRC of a
budget and/or scope of work for a Category, such budget and/or scope of work shall be deemed to be a
part of this Agreement and incorporated herein by reference, and any amendment, modification, or
changes thereto shall be made in accordance with Section 12.
5. Presentations. If CRC requests that Service Provider attend a CRC meeting to: (a) make a
presentation with respect to any completed portion of the Work; or (b) answer questions with respect to
an invoice submitted to CRC for approval; then Service Provider shall: (a) attend such meeting, and
provide such information as CRC reasonably requests; and (b) not receive any compensation in excess
of the Service Fee. If CRC requests that Service Provider attend a CRC meeting for any other purpose,
including, without limitation, making any other sort of presentation with respect to the Work, then Service
Provider shall: (a) attend such meeting, and provide such information as CRC reasonably requests; and
(b)receive additional compensation in the amounts set forth on Schedule A.
6. Performance. Service Provider shall perform the Work: (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 (the "Laws"). Prior to commencing
the Work, Service Provider shall: (a)obtain all permits and approvals required by the Laws to perform the
Work; and (b) obtain, and maintain during performance of the Work, all professional licenses and
certifications required by the Laws. All Work performed by Service Provider, regardless of whether
completed (the 'Work Product'), shall belong to CRC. If performance of the Work 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 appointed representative to act on CRC's behalf with
respect to Service Provider's performance of the Work.
7. Relationship. The employees of Service Provider: (i) are (and shall be considered for all
purposes to be) the employees or contractors of Service Provider; and (ii) 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 the such
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employees, who shall look exclusively to Service Provider to discharge all obligations and duties as their
employer or principal. 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 any claim for wages, benefits, or otherwise by any agent,
employee, or contractor of Service Provider. The indemnities set forth in this Section shall survive the
termination of this Agreement and the completion of the Work by Service Provider.
8. Insurance. Service Provider shall maintain customary insurance coverages with respect to the
performance of the Work, including, without limitation, those insurance coverages set forth on Exhibit C.
All policies of liability insurance, except professional liability policies, maintained by Service Provider with
respect to the performance of the Work shall: (a) name CRC as an additional insured;•and (b) not be
canceled without 30 days'prior written notice to CRC.
9. 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. If any such mechanic's lien is filed against CRC's property, or any
part thereof, then Service Provider shall cause such mechanic's lien to be discharged of record within 30
days after notice of filing by bonding, or as provided or required by law. 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.
10. Remedies. If there is a default by Service Provider with respect to the performance of its
obligations under this Agreement, and such default continues for 15 days after CRC delivers written
notice of such default to Service Provider, then CRC may terminate this Agreement and recover from
Service Provider all damages incurred as a result of such default, including,without limitation, the cost to
CRC to employ a different Service Provider to complete the Work. CRC or Service Provider may
terminate this Agreement, without cause, upon 30 days' written notice to Service Provider or CRC,
respectively. CRC may terminate this Agreement, for cause, immediately upon delivery of "Notice to
Cease Services"to Service Provider. If Service Provider: (a)becomes insolvent,files,or has filed against
it, a petition for receivership or bankruptcy; (b)makes a general assignment for the benefit of creditors; or
(c)dissolves; CRC may: (a)terminate this Agreement,without liability to Service Provider; or(b)exercise
any other rights or remedies available at law or in equity. 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 Work performed by Service Provider as of the date of
termination that remain unpaid as of such date. Any delay by either party in exercising or pursuing its
rights or remedies under this Agreement or the Laws shall not operate to waive any such rights or
remedies, nor in any way affect the rights of such party to exercise or pursue such rights or remedies at
any time thereafter.
11. 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 Work; (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 Work.
The indemnities set forth in this Section shall survive the termination of this Agreement and the
completion of the Work by Service Provider.
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12. Additional Work. If CRC and Service Provider agree that Service Provider shall provide
services to CRC that are not included within the Work (the "Additional Work"), then CRC and Service
Provider either shall: (a) amend this Agreement to include the Additional Work; or (b) enter into a new
agreement with respect to the performance of the Additional Work. Until such time as there is either: (a)
an amendment to this Agreement that includes the Additional Work; or(b)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.
13. Contractors. Service Provider shall not have any responsibility to supervise, direct, or have
control over construction work, nor have any responsibility for construction means, methods, techniques,
sequences, or procedures for safety precautions or programs in connection with construction work.
Service Provider shall not be responsible for any acts or omissions of any party performing any
construction work, or any agents or employees of any such party. Service Provider does not guarantee
the performance of construction work and shall not be responsible for the failure of any other party to
perform construction work in accordance with the applicable contract documents or any applicable Law.
14. 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. CRC may assign this Agreement without the prior written consent to the City or any agency or
instrumentality thereof. CRC otherwise shall not assign this Agreement without the prior written consent
of Service Provider,which consent may be withheld in Service Provider's sole discretion. In the event of
any assignment in accordance with this Section, CRC or Service Provider shall remain liable to Service
Provider or CRC, respectively,for the performance such obligations.
15. 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 Work with respect to hire, tenure, terms, conditions, or
privileges of employment or any matter directly or indirectly related to employment, because of race, age,
color, religion, sex, disability, national origin, or ancestry. No notice or cure period shall apply with
respect to the obligation of Service Provider under this Section, and a default under this Section shall be
an immediate event of default.
16. Notice. All notices required to be delivered hereunder shall be in writing, and shall be deemed to
have been delivered when: (a)delivered in person or by; (b)sent by facsimile,with electronic confirmation
of receipt; or(c)sent by nationally recognized overnight carrier; in any case addressed as follows: (a)to
CRC at: One Civic Square, Carmel, Indiana 46032,Attn: President, Facsimile: 317-571-2426,with a copy
to Karl P. Haas, Esq., Wallack Somers & Haas, One Indiana Square, Suite 1500, Indianapolis, Indiana
46204, Facsimile: 317-231-9900; and (b)to Service Provider at Steve Sturtz, Pedcor Design Group, One
Pedcor Square, 770 3`d Avenue S.W., Carmel, Indiana 46032, Facsimile: 317-587-0340, with a copy to
Dolores Krohne, Pedcor Bancorp, One Pedcor Square, 770 3rd Avenue S.W., Carmel, Indiana 46032,
Facsimile: 317-587-0340, and a copy to Ronald Brown, Pedcor Bancorp, One Pedcor Square, 770 3`d
Avenue S.W., Carmel, Indiana 46032, Facsimile: 317-587-0340. Either party may change its address for
notice by written notice delivered to the other party as provided in this Section. Notwithstanding the
foregoing, CRC orally may provide to Service Provider any notice required or permitted by this
Agreement; provided that such notice also shall be delivered as required by this Section within 10
business days after the date of such oral notice.
17. Miscellaneous. Time is of the essence of this Agreement. 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. The parties agree that,
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in the event of a lawsuit on this Agreement: (a)they shall waive the right to a jury trial, if any; and (b)an
appropriate court in Hamilton County, Indiana shall be the venue for, and have jurisdiction over, the
lawsuit. 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. All Exhibits referenced in this Agreement are attached hereto and incorporated herein by
reference. This Agreement may be executed in separate counterparts, each of which when so executed
shall be an original, but all of such counterparts shall together constitute but one and the same
instrument.
IN WITNESS WHEREOF, CRC and Service Provider have executed this Agreement as
of the day and year first written above.
CRC:
THE CITY ! CARMEL RED VE •PMENT
•M M - O�
By: �� / _
Printed:
Title:
SERVICE PROVIDER:
PEDCOR DESIGN GROUP, LLC
By: 04-0 . •7Gc�
Printed: DOLORES M. KRQf INN
Title:
SENIOR VICE PRESIDENT
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INDEX OF EXHIBITS
Exhibit A General Description of Services to be Obtained
Exhibit B Categories of Work
Exhibit B-1 through Scope of Work for each Category
Exhibit B-14
Exhibit C Required Insurance Coverages
Schedule A Architectural and Design Hourly Rates for Work
Schedule A-1 through Engineering Hourly Rates for Work
Schedule A-20
Schedule B-1 through Detailed Budgets for each Category
Schedule B-14
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EXHIBIT A
GENERAL DESCRIPTION OF WORK TO BE PROVIDED
[TO BE PROVIDED BY STEVE STURTZ]
EXHIBIT B
CATEGORIES OF WORK
For each Category described below,Service Provider shall supply architectural and engineering services
(Geo-technical,structural,civil, and MEP). Service Provider, pursuant to Sections 1 and 3 of this
Agreement,shall develop and submit for CRC's approval,detailed scopes of work and budgets for each
of Category, upon which approval shall be deemed incorporated into this Agreement and shall be
attached hereto as Exhibit B-1 through Exhibit B-14, and Schedule A-1 through A-14.
•
CATERGORY PARCEL SCOPE OF BUDGET
WORK ATTACHMENT
ATTACHEMENT
1 Main Theater Parcel 7-C-1 Exhibit B-1 Schedule A-1
2 Office Building One Parcel 7-C-2 Exhibit B-2 Schedule A-2
3 Garage/Parking Structure Parcel 7-C-3 Exhibit B-3 Schedule A-3
4 Office Building Two Parcel 7-C-4 Exhibit B-4 Schedule A-4
5 Streetscape Parcel 7-C-5 Exhibit B-5 Schedule A-5
6 Site Utility Work Parcel 7-C-6 Exhibit B-6 Schedule A-6
7 Tenant Space(1)Black Box Theater Parcel 7-C-7 Exhibit B-7 Schedule A-7
8 Tenant Space(2)Theater Support Space Parcel 7-C-8 Exhibit B-8 Schedule A-8
(Garage)
9 Residential Lofts/Retail Parcel 7-C-9 Exhibit B-9 _Schedule A-9
10 General Site Engineering Parcel 7-C-10 Exhibit B-10 Schedule A-10
11 Underground Detention Parcel 7-C-11 Exhibit B-11 Schedule A-11
12 Main Theater Design Changes Parcel 7-C-12 Exhibit B-12 Schedule A-12
13 Tenant Space(3)(SEP Computer Parcel 7-C-13 Exhibit B-13 Schedule A-13
Consultants)
14 Civic Main Theater Design Stidy Parcel 7-C-14 Exhibit B-14 Schedule A-14
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EXHIBIT C
REQUIRED INSURANCE COVERAGES
[TO BE PROVIDED BY STEVE STURTZ]
,1+OR® ® Client#: 100853 g PEDCODES
ACDTM CERTIFICATE OF LIABILITY INSURANCE DATE( 09D,YYYY)
PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION
Old National Insurance ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE
P.O.Box 80159 HOLDER.THIS CERTIFICATE DOES NOT AMEND,EXTEND OR
ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Indianapolis,IN 46280-0159
317 575-9999 INSURERS AFFORDING COVERAGE NAIC#
INSURED INSURER A: XL Specialty Insurance Company
Pedcor Design Group,LLC INSURER B:
355 City Center Drive
INSURER C:
Carmel,IN 46032 INSURER D:
INSURER E:
COVERAGES
THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING
ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR
MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH
POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR ADD'L POLICY EFFECTIVE POLICY EXPIRATION
LTR INSRC TYPE OF INSURANCE POLICY NUMBER DATE(MM/DDIYY) DATE IMMIDDTYY1 LIMITS
GENERAL LIABILITY EACH OCCURRENCE S
COMMERCIAL GENERAL LIABILITY PR S RENTED
PREMISES(Ea occurrence) $
CLAIMS MADE OCCUR MED EXP(Any one person) $
PERSONAL&ADV INJURY $
GENERAL AGGREGATE S
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG S
7 POLICY n jE LOC
AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
ANY AUTO (Ea accident)
ALL OWNED AUTOS BODILY INJURY
SCHEDULED AUTOS (Per person)
HIRED AUTOS BODILY INJURY
NON-OWNED AUTOS (Per accident) S
PROPERTY DAMAGE
(Per accident)
GARAGE LIABILITY AUTO ONLY-EA ACCIDENT_$
ANY AUTO OTHER THAN EA ACC $
AUTO ONLY: AGG $
EXCESSIUMBRELLA LIABILITY EACH OCCURRENCE S
7 OCCUR CLAIMS MADE AGGREGATE S
$
DEDUCTIBLE S
RETENTION $ S
WC STATU- OTH-
WORKERS COMPENSATION AND I TORY I IMITS ER
EMPLOYERS'LIABILITY
ANY PROPRIETOR/PARTNER/EXECUTIVE
E.L.EACH ACCIDENT S
OFFICER/MEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE $
If yes,describe under
SPECIAL PROVISIONS below EL.DISEASE-POLICY LIMIT S
A OTHER Professional DPR9612302 05/09/08 05/09/09 $3,000,000 each claim
Liability $3,000,000 aggregate
DESCRIPTION OF OPERATIONS!LOCATIONS!VEHICLES!EXCLUSIONS ADDED BY ENDORSEMENT!SPECIAL PROVISIONS
Project: Parcel 7C Projects
*EXCEPT 10 DAYS WRITTEN NOTICE OF CANCELLATION FOR NON-PAYMENT OF PREMIUM
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION
City of Carmel DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 311* DAYS WRITTEN
do Ron Brown NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL
Pedcor Companies IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR
770 Third Avenue,SW REPRESENTATIVES.
Carmel,IN 46032 AUTHORIZED REPRESENTATIVE B�iA, •
ACORD 25(2001/08)1 of 2 #S250520/M250518 IBKON 0 ACORD CORPORATION 1988
IMPORTANT
If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must be endorsed. A statement
on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may
require an endorsement. A statement on this certificate does not confer rights to the certificate
holder in lieu of such endorsement(s).
DISCLAIMER
The Certificate of Insurance on the reverse side of this form does not constitute a contract between
the issuing insurer(s), authorized representative or producer,and the certificate holder, nor does it
affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon.
ACORD 25-S(2001/08) 2 of 2 #S2505201M250518
SCHEDULE A
ARCHITECTURAL AND DESIGN HOURLY FEE SCHEDULES
PEDCOR DESIGN GROUP,LLC PRIMARY ARCHITECTURAL GROUP
ARCHITECTS
Senior Principal Architect 25+years experience/licensed $190/hr
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Senior Project Manager 15+years experience/licensed $175/hr
Senior Project Architect 5+years experience/licensed $150/hr
Project Architect <5 years experience/licensed $120/hr
Intern Architect <5 years experience/intern $90/hr
Senior Specification Writer 15+years experience/licensed $175/hr
DESIGNERS
Senior Principal Designer 25+years experience $190/hr
Senior Interior Designer 5+years experience $120/hr
Interior Designer <5 years experience $90/hr
TECHNICAL STAFF
Director Construction Administration 25+years experience $150/hr
Senior CAD Specialist 10+years experience $110/hr
CAD Specialist <5 years experience $80/1u
Architectural Administrative Asst $50/hr
Clerical $40/hr