HomeMy WebLinkAboutEastlawn Redevelopment Consulting Services City of Jeffersonville
Government Contract Coversheet
Please note:All information MUST be completely filled out and submitted to Clerk's Office
within 48 hrs of execution.
Date Submitted to Clerk: 1 1 i 12
Department: -----3D t-C( 0 -0 lerl±
Vendor Name: I Aryf
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Sign Date: (, �. / ( i4
Ending Date: L ( 2-0 J �S
Amount of Original Contract: ��� ,170 ek;wou Ti 1, D F�
Is this an amendment or change order
to original contract? Yes or o
Amended Contract Amount:
Purpose: ,,, 4 ittim kaeveitormeirrii
For Clerk's Office to fill out
Date uploaded to Gateway:
November 14, 2024
Mr. Rob Waiz
Economic and Redevelopment Director
City of Jeffersonville
500 Quartermaster Court, Suite 257
Jeffersonville, IN 47130
RE: Engagement Letter— Eastlawn Redevelopment Consulting Services
Dear Mr. Waiz:
Thank you for providing The Wheatley Group LLC ("TWG") the opportunity to submit this engagement
letter to provide consulting and advisory services to the City of Jeffersonville Redevelopment
Commission ("CLIENT"). This letter outlines the consulting services TWG proposes in accordance with
the Scope of Work described below in exchange for the Fee for Services further described below.
If you have any questions, now or at any time, please feel free to call me. If this letter does not
accurately confirm your understanding of our relationship in any respect, please contact me
immediately so we can discuss the matter. We appreciate the opportunity to assist CLIENT, and we
look forward to working further with your team. Once accepted, TWG will begin required work
immediately.
SCOPE OF WORK
Redevelopment Consulting Services
Through this engagement,TWG will provide its time and expertise to CLIENT to assist in the evaluation
and establishment of potential project areas and related programs to support the redevelopment of
the former Eastlawn Elementary School site, currently owned by CLIENT, into residential housing.This
includes the evaluation of certain state programs and the establishment of a residential housing
program by the CLIENT.
In pursuit of these objectives, TWG will advise CLIENT—as requested and directed —engaging directly
with CLIENT's staff, potential development partners, and other vendors and service providers.
The performance of TWG's services will include the following:
• Meet with CLIENT's staff and other stakeholders to develop project limits, recommendations, and
identify key project outcomes
• Perform due diligence, research, develop project approval timelines, and provide project
management oversight for various processes and procedures
• Develop and/or review project documents, notices,forms,exhibits, maps, program guidelines,and
other supporting materials
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THE WHEATLEY GROUP
• Support and advise CLIENT's staff with the engagement of various professional service providers
and vendors in pursuit of project outcomes
• Manage overall project schedule to ensure timely completion of project
• Attend meetings and/or participate in phone calls as needed
FEE FOR SERVICES
TWG offers the above scope of services under the following fee schedule proposal:
Project Fee—TWG's standard hourly rate schedule with a "Not to Exceed" budget of$10,000.00.
TWG will begin required work upon receipt of Notice to Proceed communicated by CLIENT or CLIENT's
designated representative(s).
Hourly Rate Schedule
Principal $250/hr.
President $220/hr.
VP of Real Estate $190/hr.
VP of Economic Development $190/hr.
Director of Planning & Development Services $165/hr.
Director, Project Analysis and Fulfillment... $135/hr.
Project Associate/Data Analyst $100/hr.
Payment Schedule—The billing period closes at the end of each month. Invoices for work performed
will be sent at the beginning of the following calendar month payable within 30 days of receipt thereof.
However, if mutually agreeable, the terms of the engagement can be amended, extended, and
expanded to include additional services not outlined in the proposal. Any additional services would
be subject to negotiation of a separate project and fee schedule.
TERM/TERMINATION
This engagement shall commence as of the date in the signature block below and shall remain in effect
for a period of one (1) year. This engagement may be amended, extended, or renewed by written
agreement signed by TWG and the CLIENT.
The CLIENT may cancel or reduce the amount of service to be rendered if such action is, in the CLIENT's
determination, in the CLIENT's best interests. In such event, the CLIENT will notify TWG in writing, in
advance of the date such actions are to be implemented. TWG shall be paid its costs, including
reasonable closeout costs for any outstanding hourly fees based on the hourly billing rates provided in
this engagement. TWG shall submit its claim for work performed to the CLIENT for payment.
LIABILITY/INDEMNIFICATION
Except to the extent resulting from the gross negligence or willful misconduct of CLIENT, neither CLIENT
nor its parents, subsidiaries, affiliates, successors or assigns shall be liable or otherwise responsible to
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THE WHEATLEY GROUP
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TWG for any personal injury, sickness, disease or death of a person, or for injury, loss, theft, damage,
destruction or loss of use of property, caused directly or indirectly by TWG.
Subject to the foregoing,TWG shall indemnify, hold harmless and defend CLIENT from and against any
and all claims, whether for injury to a person, or damage to or loss of property, made against or
suffered or incurred by CLIENT as the direct result of TWG's performance of,or the failure to perform,
work pursuant to this engagement; provided, however, that, except for liability of a party for: (i)
personal injury or damage to tangible property proximately caused by such party; (ii) any breach of
such party's confidentiality obligations hereunder, (iii) any breach of the other party's intellectual
property rights; (iv) its willful misconduct; or (v) such party's violation of law; each party's liability
under this engagement will not exceed the total fees paid by CLIENT to TWG.
NO THIRD-PARTY BENEFICIARIES
Due to TWG's reliance on the information and/or actions of CLIENT and various third-party providers
to be true, correct and proper, as the case may be, CLIENT and TWG agree that there shall be no third
party beneficiaries of this engagement, that CLIENT will defend and hold harmless TWG against any
claims by any third-party that it is a beneficiary of this engagement, and TWG shall be liable solely to
CLIENT for all duties to be performed under, or obligations arising out of,this engagement.
II
CONFIDENTIALITY
TWG and CLIENT acknowledge the importance of confidentiality to the fulfillment of this engagement,
and both parties may exchange or otherwise be exposed to Confidential Information. For purposes
hereof,"Confidential Information" means any non-public, proprietary information of a party that such
party identifies as being confidential prior to or at the time of disclosure,or which,given the nature of
the information and context of its disclosure,the receiving party would reasonably recognize as being
confidential.The receiving party agrees not to disclose the disclosing party's Confidential Information
to any person other than its employees and representatives that have a need to know such
Confidential Information for purposes of this engagement,and the receiving party shall be responsible
to the disclosing party for such employees and representatives maintaining the confidentiality of such
Confidential Information. The receiving party shall use the disclosing party's Confidential Information
solely for purposes of this engagement and for no other purpose. Upon any termination or expiration
of this engagement each party shall return or destroy all of the other party's Confidential Information
in such party's possession or under such party's control.
DISCLAIMER
Services provided by TWG are advisory in nature and based on professional judgement and experience.
Consultant warrants the services provided will be performed in a good and workmanlike manner. As
such, by executing this engagement, CLIENT agrees that TWG shall not be responsible or liable,
whether as a result of breach of warranty, negligence or otherwise, for any special, exemplary,
incidental, consequential or punitive damages of any kind, however arising, including, but not limited
to, damages for loss of time, inconvenience, lost profits or economic loss, and, except as set forth in
the Liability/Indemnification section of this engagement, and in no event shall Consultant's liability
hereunder exceed an amount equal to the maximum amount of fees payable by CLIENT to TWG under
the fee schedule for the consulting services.
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THE WHEATLEY GROUP
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GENERAL TERMS
This engagement represents the complete and final agreement concerning the scope of work and
services to be provided by TWG to CLIENT, and supersedes any and all prior or contemporaneous
understandings or agreements, written or oral, regarding the subject matter.This engagement may be
amended only by a written amendment executed by both parties.The relationship between the parties
hereunder is solely that of independent contractors, and no agency, partnership, joint venture,
franchise,or employment relationship is established under this engagement.TWG is solely responsible
for all employment-related duties with regards to its personnel, including those required under
applicable law, regarding its employees,and TWG acknowledges and agrees that no personnel of TWG
will be entitled to any of CLIENT's employment benefits or other benefits. If any provision of this
engagement is held to be invalid, illegal, or unenforceable, such provision shall be reformed only to
the extent necessary to make it valid, legal and enforceable, and the remainder of this engagement
shall nonetheless remain in full force and effect. This engagement shall be construed, governed, and
enforced solely and exclusively by the law of the State of Indiana, USA, excluding conflict of law
principles. The parties hereby agree that the courts located in Floyd County, Indiana, will constitute
the sole and exclusive forum for the resolution of any and all disputes arising out of or in connection
with this engagement and each party hereby irrevocably consents to the personal jurisdiction and
venue of such courts and irrevocably waives any objections thereto. TWG may not assign this
engagement, or delegate its duties hereunder, in whole or in part, to any third party without first
obtaining the express written consent of CLIENT, and any assignment or delegation by TWG without
such consent shall be null and void. CLIENT may freely assign this engagement, or delegate its duties
hereunder, in whole or in party, to any third party so long as such assignee agrees to be bound by the
terms of this engagement. Each party shall comply with all applicable laws in performing its obligations
under this engagement.
TWG looks forward to working with CLIENT on this project. By executing this document CLIENT
indicates its approval of the terms and conditions presented and expresses its desire to move forward
with the engagement.
Very truly yours,
Nick Lawrence
The Wheatley Group, LLC
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THE WHEATLEY GROUP
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Jeffersonville Redevelopment Commission
The undersigned has read the terms of this engagement and agrees with the terms of the
engagement:
Signature
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Printed Name
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Date
THE WHEATLEY GROUP
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