Request for Qualifications Cover

City of Indianapolis and Marion County Request for Qualifications

Written Questions Due

Request for Qualifications Submittal Deadline Delivery Due Date and Time (Eastern Time)

Delivery by email only to iris.dillon@indy.gov

Electronic Submissions Only

January 16, 2026

RFQual-13DMD-100

DMD Placemaking Partners

Estimated Release Date

Request for Qualifications Reference Number Request for Qualifications Title Agency DMD & DPW Agency Contact Iris Dillon

Tel: (317) 327-5817

Email: iris.dillon@indy.gov

Fax: (317) 327 – 4493

Date: January 23, 2026 at 12:00 noon Eastern Time by email to iris.dillon@indy.gov or faxed to (317) 327 – 4493.

February 5, 2026 at 12:00 noon Eastern Time mailto:xxxx@indy.gov mailto:xxxx@indy.gov mailto:xxxx@indy.gov

REQUEST FOR

QUALIFICATIONS

Issued: January 16, 2026 City of Indianapolis | Joseph Hogsett, Mayor Department of Metropolitan Development | Megan Vukusich, Director Department of Public Works | Todd Wilson, Director

DOWNTOWN PLACEMAKING

Megan Vukusich, Director Department of Metropolitan Development

Todd Wilson, Director Department of Public Works

Potential Placemaking Partner, Thank you for your interest in the Downtown Indianapolis Placemaking request for qualifications RFQual-13DMD-100, an opportunity to partner with the City to craft and deliver a holistic, world-class public space experience for all those who live, work, and play in Indianapolis!

Our mission is to engage and enliven the following four (4) signature downtown public spaces through community collaboration, creativity, and interaction.

Downtown Canal Walk Lugar Plaza Georgia Street: Center and East Blocks Monument Circle

The following RFQual-13DMD-100 is intended to help the City understand the experience and capacity of organizations/teams interested in a deep, long-term placemaking partnership. General areas of responsibility include:

Operations Programming + Activation Event Management Storytelling + Engagement Data, Research, + Performance Measurement

Organizations/teams may respond to manage any combination or number of public spaces listed above. Finally, given the breadth and size of the public spaces considered, cooperation and partnership among respondents is encouraged. Be creative and willing to think outside the box!

Sincerely, THE CITY OF INDIANAPOLIS 2

TABLE OF CONTENTS

STATEMENT OF NEED

EXHIBITS 1 + 2

THE CITY OF INDIANAPOLIS

MONUMENT CIRCLE

CORE RESPONSIBILITIES

DOWNTOWN CANAL WALK

LUGAR PLAZA

GEORGIA STREET

TABLE OF CONTENTS

PUBLIC SPACE APPROACH

FINAL DELIVERABLES

QUESTIONS, REPONSES, + TIMELINE

RFQ COMPONENTS + SOURCE INFORMATION

EXHIBITS 3 + 4

STATEMENT OF NEED

BACKGROUND INFORMATION & HISTORY

Based on lessons from the first RFQ in 2020, which expired on December 31, 2025, we are now better prepared to adapt, execute, and deliver more intentional and new activations. As stewards of a fast-growing downtown, we are committed to delivering a complete urban experience. The awardee(s) should have a passion for executing and building strong partnerships while understanding the value of programmed public spaces for the City’s sustainability, community experiences, and identity as a destination asset. The next four (4) sections provide context and give background for each of the unique spaces outlined within this RFQ.

THE CITY OF INDIANAPOLIS 5

The Department of Metropolitan Development and the Department of Public Works seek to collaboratively issue a request for qualifications related to the operation, programming, and activation of four (4) signature downtown Indianapolis public spaces.

Downtown Canal Walk Lugar Plaza Georgia Street: Center and East Blocks Monument Circle

Ultimately, the City seeks a long-term partnership for creative placemaking, including operations, programming, marketing & promotion, fundraising, and corporate sponsorship. Responses to this RFQ will continue DMD and DPW’s current efforts to intentionally foster organizational relationships interested in a deep placemaking partnership and their capacity to develop and execute a bold, creative activation strategy that provides a welcoming and inclusive downtown public spaces environment.

Our mission is to provide dynamic public programming opportunities fostering community collaboration, creativity, and a sense of place. This partnership should facilitate and promote quality of place for all individuals living, working, and playing in Indianapolis through the creative use of space and interaction with a keen focus on the user experience.

The City plans to establish a Placemaking Review Committee to assist in the RFQ process, review responses, and aid the City in selecting the ultimate partner(s).

DOWNTOWN CANAL WALK

Anchoring downtown’s northwest quadrant, the downtown Canal Walk is a 1.3-mile-long linear park enjoyed by fitness enthusiasts, serenity-seekers, conference and sporting event attendees, and families alike. Located adjacent to Indiana University, Purdue University in Indianapolis, Indiana State Archives, and the City’s museum district, the Canal Walk offers numerous housing and entertainment options as well as several hotels serving thousands of visitors on an annual basis. The full 3-mile waterside promenade spans White River State Park to its northern boundary at 11th Street.

What is now considered the downtown Canal Walk was once part of a statewide initiative that would have provided over 400 miles of canals linking the Great Lakes with the Ohio River. This initiative began in the 1820s and eventually bankrupted the State of Indiana due to inaccurate estimates and high costs. The downtown Canal Walk is a portion of the lower canal for which construction began in 1835.

Despite the statewide financial catastrophe, the project played a critical role in the development of Indianapolis. In 1904, the Indianapolis Water Company began to use water from the canal as a source for a purification plant. From there, the White Water Purification Plant was constructed, and water from the canal was used for both drinking and aquatic purposes through the mid-1970s, with the American Water Works Association designating the canal as an American Water Landmark in 1971. And through the next 30-plus years, the federal government, State of Indiana, and City of Indianapolis have invested hundreds of millions of dollars to transform what was a former industrial waste collector into a beautiful, vibrant public asset.

Canal Walk, Indianapolis, IN 46202 (11th Street to West Street Bridge)

6THE CITY OF INDIANAPOLIS

DOWNTOWN CANAL WALK : A HISTORIC WATERWAY REIMAGINED

Currently, the City of Indianapolis owns approximately 72% of the total downtown Canal Walk, or roughly 3.1 linear miles from the east edge of West Street north to 11th Street. The White River State Park Commission (WRSP) owns the portion of the Canal Walk west of West Street through to the White River. Maintenance and operations are currently handled by the Indianapolis Marion County Building Authority (IMCBA) through a contractual agreement with DMD. Capital projects and repairs are handled by DMD outside the scope of the maintenance agreement.

Today, the downtown Canal Walk is seeing continued investment through a range of new initiatives, including construction of a new headquarters for the Indiana State Archives, expanded student housing from Purdue University in Indianapolis, and ongoing improvements designed to enhance the canal’s overall appearance and experience.

7THE CITY OF INDIANAPOLIS

LUGAR PLAZA

Nestled between the City-County Building and Julia M. Carson Transit Center, Lugar Plaza is a bustling public square in the heart of downtown Indianapolis. Design and construction for Lugar Plaza were made possible through a public-philanthropic partnership with support from the Lilly Endowment, the Christel DeHaan Family Foundation, the Greater Indianapolis Progress Committee (GIPC), and the Central Indiana Community Foundation (CICF).

Named for Richard G. Lugar, Mayor of Indianapolis (1967 - 1975) and U.S. Senator for Indiana (1976 - 2013), the plaza project was launched during the tenure of Mayor Greg Ballard and completed under the leadership of Mayor Joe Hogsett. Groundbreaking took place in May 2017, with the naming celebration and grand opening occurring in October 2018. Commonly known as “City Hall’s backyard,” Lugar Plaza features leisure swings, free wireless internet, an event lawn, a splash pad, and ample space for creative activation.

Always adaptable, the space was designed with flexibility at the forefront and is equipped with multiple built-in amenities that allow for a more seamless and efficient programming operation (e.g., tent tie downs, outlets, restrooms, etc.). In Spring 2018, DMD initiated a study with Biederman Redevelopment Ventures (BRV) to develop a long-term activation and programming strategy for Lugar Plaza. Maintenance of the space is currently handled through the IMCBA.

200 East Washington Street, Indianapolis, IN 46204

8THE CITY OF INDIANAPOLIS

LUGAR PLAZA : THE GATEWAY TO THE PEOPLES’ GOVERNMENT

9THE CITY OF INDIANAPOLIS

GEORGIA STREET

Georgia Street lies at the heart of Indianapolis’ historic Wholesale District, an area once filled with wholesale and jobbing companies that served as intermediaries between producers and retailers.

Originally built as a village gathering space for Super Bowl XLVI, the right-of-way connector spans three city blocks. It is anchored by the Indiana Convention Center, the new Signa by Hilton hotel expected to open in fall 2026, and the redesigned west block of Georgia St. This area forms a pedestrian- and event-friendly extension to the Convention Center and hotel. On the east, it is anchored by Gainbridge Fieldhouse, home to the Indiana Pacers, and the new Shinola Hotel and live performance venue planned for 2027/2028. Multi-year renovations at Circle Centre Mall, in partnership with Hendricks Commercial Properties LLC will transform the property into a mixed-use open-air promenade and asset, to the center block of Georgia St, ensuring public spaces are lively and inviting. Georgia St. serves as a major event location for downtown festivities and is recognized as one of the City’s Cultural Districts.

Georgia Street, Indianapolis, IN 46204 (Pennsylvania St. to Capitol Ave.)

10THE CITY OF INDIANAPOLIS

GEORGIA ST : THREE BLOCKS, RIGHT-OF-WAY CONNECTOR BETWEEN CAPITOL ST AND

PENNSYLVANIA ST

11THE CITY OF INDIANAPOLIS

MONUMENT CIRCLE

Serving as the physical and symbolic center of Indianapolis, Monument Circle (the Circle) is the circular, brick-paved street that intersects Meridian and Market streets at the city’s core. Like most downtown cities, the Circle experienced business decline because of COVID, but it also realized a reimaged SPARK on the Circle. As a resource to draw workers, residents, community, and visitors to downtown, closing one quadrant of the Circle to vehicular traffic and making a park-like experience proved to be a successful activation and is entering its third year.

The Circle also serves as home to the Soldiers & Sailors Monument (the Monument) and Col. Eli Lilly Civil War Museum. Recognized as one of the world's outstanding neoclassical monuments, the Soldiers & Sailors Monument is Indiana's official memorial to the Hoosiers who served in the Revolutionary War, the War of 1812, the Mexican War, the Civil War, the Frontier Wars, and the Spanish-American War. Dedicated in 1902, the Monument has been added to several landmark registries, including the National Register of Historic Places in 1973. In 1888, German architect Bruno Schmitz was awarded the contract through an international design competition and opted to honor the State by featuring gray oolitic limestone from the Romona quarries of Owen County, Indiana, as the primary construction material. The obelisk-inspired beacon stands nearly 285 feet high; just 15 feet shorter than the Statue of Liberty. Each year, the Circle hosts hundreds of events and gatherings, including the annual “Circle of Lights” in which more than 100,000 visitors gather together to see the monument illuminated as a larger-than-life Christmas tree.

1 Monument Circle, Indianapolis, IN 46204

12THE CITY OF INDIANAPOLIS

MONUMENT CIRCLE : THE PHYSICAL AND SYMBOLIC CENTER OF INDIANAPOLIS

In 2018, the Lilly Endowment granted nearly $8M towards the improvement of the Circle’s infrastructure — including lighting, staging and audio improvements — so as to improve and expand the downtown event experience. For the scope of programming, the City of Indianapolis has access only to the area marked in *green* in Exhibit 3. The area from the bollards – inwards falls under the purview and control of the Indiana War Memorial Commission (IWMC). The City of Indianapolis has no jurisdiction or authority over the

IWMC.

13THE CITY OF INDIANAPOLIS

CORE RESPONSIBILITIES

OPERATIONS

Below is a framework of responsibilities to assist respondents in better understanding the City’s needs and priorities as they relate to placemaking and place management for the relevant spaces. This list is not exhaustive and is intended to serve as a guide for the development of an RFQ response.

Provide security management and oversight as needed, in-house or third-party Prioritize the user experience through engagement, via surveys, guest interaction, to find out what guests/attendees would like to have present Ensure partner staff are present for all event experiences, intentional activation, and 3rd party Provide an invoice that shows a detailed expense breakdown (e.g., vendor fees, staff / admin cost by hour and rate, materials, marketing, maintenance, and detailed programming expenses) Help coordinate maintenance and capital improvement projects on an as-needed basis (e.g., organizational staff support when applicable) Contribute 50% of 3 -party rental income back into the public spaces rd

Coordinate with private event providers/planners, as needed Assist artists, talent, and renters with set–up, break-down, and execution when applicable Provide on-site event staff to assist with space/event appearance and operation Provide world-class event experience for Indianapolis residents and visitors Coordinate with on-site maintenance partners (e.g., IMCBA, IMPD)

THE CITY OF INDIANAPOLIS 14

Align event activations with city initiatives and the south downtown connectivity plan Develop and execute a strategy for the implementation of continuous, diverse programming opportunities, individualized plans for each public space Participate in cross-programming and event scheduling with other downtown private and public event organizers and organizations Explore synergies and opportunities between each space Embrace and utilize the natural geographic features of each space Cultivate deep, meaningful partnerships with stakeholders, anchor institutions, private companies, and residents for sponsorships of events and / or locations

PROGRAMMING & ACTIVATION

EVENT MANAGEMENT

THE CITY OF INDIANAPOLIS 15

STORYTELLING & ENGAGEMENT

Creatively engage in relevant social media channels in coordination with the City of Indianapolis In collaboration with the DMD and DPW, develop and manage a unique, but coordinated, online presence for each managed space Explore creative opportunities for promotion and / or revenue generation, e.g., 3rd-party rentals Consult with DMD and DPW on signage, branding, and storytelling strategies Conduct a pre-season community engagement questionnaire to improve the vitality and utilization of each space and foster inclusivity, especially among historically underrepresented groups and organizations

It is the policy of the City that Minority Business Enterprises (MBEs), Women Business Enterprises (WBEs), Veteran Business Enterprises (VBEs), and Disability-Owned Business Enterprises (DOBEs) shall have the maximum feasible opportunity to participate in the performance of contracts. Consequently, the City, through Article IV, Section 202-401 of the revised municipal code & The Consolidated City of Indianapolis and Marion County MBE/WBE/VBE/DOBE Business Utilization Plan in Indianapolis, has established MBE participation goals of 15%, WBE participation goals of 8%, VBE participation goals of 3%, and DOBE participation goals of 1% for its dollars spent on public works, goods, and services.

In order to help accomplish this goal, the City is requesting that you include with your submittal information regarding your status as an MBE, WBE, VBE, or DOBE. Additionally, please include contact information for any MBE, WBE, VBE, or DOBE owned Vendors directly participating in your business operations. The City also requests contact information for any MBE, WBE, VBE, or DOBE sub-contractors that you might use in the course of doing business with the City. Some examples of this kind of service include, but are not limited to:

office suppliers, courier services, shipping services, etc. These services can occur at the local, state, or national level. Please include an estimated percentage or dollar amount that you anticipate using.

Be advised that the information provided on MBE/WBE/VBE/DOBE participation will be included as part of the review process. Accordingly, it is imperative that you do everything possible to obtain the information above and supply it as part of the submittal.

In order to be recognized by the City of Indianapolis/Marion County as an MBE/WBE/VBE/DOBE participant, your company must be certified with the Office of Minority & Women Business Development (OMWBD). The City will recognize only City of Indianapolis certified firms regardless of any other state or national affiliation.

If you should need assistance in obtaining information or certification for possible participation in a contract, please contact the OMWBD on the Internet at www.indy.gov/omwbd or by phone at (317) 327-5262.

Respondents can view a list of City OMWBD approved MBE/WBE/VBE/DOBE vendors by going to this web page: https://www.indy.gov/activity/find-omwbd-contractor and selecting the appropriate monthly “Vendor Listing” spreadsheet.

Engage in deep learning related to the past and present of each property, including significant engagement with users and stakeholders Develop metrics and reporting to evaluate operational and programmatic successes and failures Consider new and proven ways to measure attendance, satisfaction, user needs, and related metrics Utilize the Project for Public Spaces as a resource to stay abreast of current trends, best practices, national research, and trend analysis related to public spaces throughout the country

DATA, RESEARCH, & PEFORMANCE

MBE/WBE/VBE/DOBE (“XBE”) PARTICIPATION FORM OR WAIVER

http://www.indy.gov/omwbd https://www.indy.gov/activity/find-omwbd-contractor

GENERAL

PLACEMAKING

ORGANIZATIONAL

CAPACITY

PUBLIC SPACE APPROACH

The City wants to understand and plan for the needs of creative placemaking. We seek specific input from individuals and organizations with expertise in operating, developing, and activating the City of Indianapolis’s public spaces. Please use the questions below to address the City’s needs, expectations, and vision for placemaking and public space management, and tailor your responses accordingly.

THE CITY OF INDIANAPOLIS 16

1.Would you be interested in programming and operating one of the spaces, all of the spaces, or some combination thereof? Please elaborate.

2.How would you design activities and engagement with and for all people, regardless of age, ability, gender, race, ethnicity, socioeconomic status, language, sexuality, and geographical location?

3. Explain how you will ensure that all users of public spaces, especially those with limited access to recreation and community, have significant roles in decision-making and opportunities for civic participation.

4.How will you involve the local art community and maximize public art displays, permanent or temporary?

1.Describe your team's ability to operate and activate the spaces you selected. Include structure, experience, and workload.

2. Indicate your willingness to collaborate closely with other selected partners.

3.Explain your approach and experience with measuring performance and improving through data.

PROGRAMMING &

ACTIVATION

1.What programming and activation strategies do you see for each public space you chose?

2.How would you ensure collaboration between each space, given that they are physically and geographically unique?

3.How would you use each space’s physical features in your programming and interactions?

4.What do you see as the main challenge to activating these public spaces?

5.How would you connect with and engage different cultural groups?

ENGAGEMENT &

STORYTELLING1.How do you propose encouraging deep, meaningful engagement with partners and stakeholders for each public space?

2.How would you set apart the social media and website presence for each public space, considering their unique history and features?

3.How can the use and programming of these spaces build civic trust, holistically?

CORE VALUES

User Experience

Equity & Inclusion

Sustainable Financial Strategies

Unique Physical Spaces

Collaboration & Synergy

Boldness & Creativity

Continuous Learning & Adaptation (Behavioral Insights)

Unique Storytelling & Engagement

Technology Forward

These values represent the driving vision behind our long-term plan for the management and activation of the City’s downtown public spaces. Please consider these themes in your response as they will be closely aligned with final selection criteria:

THE CITY OF INDIANAPOLIS 17

FINAL DELIVERABLES

A complete response will have the following components:

A cover letter containing at a minimum:

Organization name(s) Address(es) Phone + Email Website Address

Team Organization Description of the team Brief description of the roles of the firm and key staff members

Client References (3)

Public Space Understanding Familiarity, history, and experience with public spaces

Relevant Experience Describe relevant experience in public space operation and programming or components thereof

An illustrative and graphic report responding to the questions

Compensation/Cost Since this is a Request for Qualifications only, any Vendor submission of compensation / costs will cause your submittal to be rejected.

After the City selects a short list of candidates, negotiations will begin with qualified Vendors and the City will encourage, only at that time, innovative responses regarding compensation/costs for representing the City in providing consulting services.

THE CITY OF INDIANAPOLIS 18

QUESTIONS, RESPONSES,

& TENTATIVE

TIMELINE

Responses are due by 12:00 p.m. on February 5, 2026, and should be electronically delivered to:

Iris Dillon, Administrator of Programming & Public Use Department of Metropolitan Development

Email: iris.dillon@indy.gov Office Phone: (317) 327-5817 Address: 200 East Washington Street, STE 2042 Indianapolis, Indiana 46204

Please provide a digital copy with the appropriate files.

The City of Indianapolis will select a final partner(s) and enter into a place-making agreement by the beginning of Q1 2026. Initial programming and activation are expected to begin no later than the end of Q1 2026. Respondents, if awarded, should plan timelines accordingly.

NOTE: Any related addenda to this RFQUAL, including written answers to questions, will be posted on the Purchasing Division’s official website at www.indy.gov/purch under the appropriate project heading. Addenda will NOT be sent directly to vendors.

Vendors will be responsible for periodically checking this website for any related addenda up to and including the due date. Vendors should print out, sign, and return written acknowledgement(s) with their RFQUAL. Failure to sign and return the addenda may cause a response to be determined as non- responsive for review purposes.

THE CITY OF INDIANAPOLIS 19

JAN

TENTATIVE TIMELINE

THE CITY OF INDIANAPOLIS 20

FEB

JAN

JAN

FEB

FEB

FEB

MAR

RFQUAL-13DMD-100 RELEASE

DEADLINE FOR QUESTIONS

ANSWERS PROVIDED BY

DMD & DPW

FINAL RFQual-13DMD-100

RESPONSES DUE

COMMITTEE REVIEW & INTERVIEW

SELECTIONS

INTERVIEW SELECTED

ORGANIZATIONS / TEAMS

NOTIFY SELECTED

ORGANIZATIONS / TEAMS

CONTRACT NEGOTIATION &

EXECUTION

READY, SET, GO!

FEB

RFQUAL-13DMD-100

COMPONENTS

& SOURCE INFORMATION

Items included in RFQual-13DMD-100 packet:

a. Request for Qualifications – Downtown Indianapolis Public Spaces

b. Exhibit 1: Site Map of the Downtown Canal Walk

d. Exhibit 2: Site Map of Lugar Plaza

f. Exhibit 3: Site Map of Georgia Street

h. Exhibit 4: Site Map of Monument Circle

THE CITY OF INDIANAPOLIS 21

Madam Walker Legacy Center Performing Arts Theatre

Indiana University Indianapolis & Purdue University in Indianapolis

Old World Gondoliers & Retail

Elevator Access

Indiana Historical Society Stately home to exhibits & archives covering Indiana history, plus concerts & lectures.

Geyser Fountain & Wheel Fun Rentals

Indiana State Archives

IU Health & IU School of Medicine

VERMONT ST

Colts Canal Playscape

Indianapolis Cultural Trail

DOWNTOWN CANAL WALK

MICHIGAN ST

INDIANA AVE

W

ES

T

ST

OHIO ST

SE

N

A

TE

A V

E

NORTH ST

10TH ST

11TH ST

D R.

M L

KI

N

G J

R

ST

NEW YORK ST

THE CITY OF INDIANAPOLIS 22

SITE MAP

EXHIBIT 1

Julia M. Carson Transit Center Indianapolis City Market

Monument Circle & Retail & Entertainment

City-County Building Cummins Indianapolis Distribution Headquarters

Indianapolis Cultural Trail

MARKET ST

A

LA

BA

M

A S

T

D

EL

A W

A

RE

S T

WASHINGTON ST

LUGAR PLAZA

THE CITY OF INDIANAPOLIS 23

SITE MAP

EXHIBIT 2

Future Home of Traction Yards Future Home of Shinola Hotel

Indianapolis Cultural Trail

Future Home of Indiana Fever Performance Center

Gainbridge Fieldhouse Indiana Convention Center Home stadium for the Indiana Pacers and Fever.

GEORGIA STREET

THE CITY OF INDIANAPOLIS 24

EXHIBIT 3

SITE MAP

Signia Hotel

C A

PI

TO

L S T

S

PE

N N

SY

LV

A N

IA

S

T

S M

ER

ID

IA

N

S T

IL

LN

O

IS

S T

Future AC Hotel by Marriott

N P

EN

N

SY

LV

A N

IA

S

T

MARKET STMARKET ST

N

IL

LN

O

IS

S

T

WASHINGTON ST

M

ER

ID

IA

N S

T M

ER

ID

IA

N

S T

MONUMENT CIRCLE

THE CITY OF INDIANAPOLIS 25

EXHIBIT 4

SITE MAP

Arts Garden InterContinental Indianapolis

Soldiers & Sailors Monument Salesforce Tower Indy Indiana's official memorial to the Hoosiers that served in the Revolutionary War

(Agency)– (Document Name) Final – (Date) Doc# - 5

7.

Exception Sheet Please list and explain any exceptions to the specifications and terms of the request. Please note that the taking of an exception may cause your submittal to be deemed “non-responsive” if it is determined to be a material variance.

(Agency) – (Document Name) Final – (Date) Doc# - 6

8.

SECTION I. INTERPRETATION AND INTENT

The “Agreement”, as referred to herein, shall mean this Agreement executed by City and Contractor, and shall include these Terms and Conditions, the Attachments described in Sections II and IV and attached hereto, all addenda issued prior to receipt of RFPs, quotes, or bids, whether or not receipt thereof has been acknowledged by Contractor, all conditions, plans, specifications and standards, instructions and notice to vendors, and any written supplemental agreement or modification entered into between City and Contractor, in writing, after the date of this Agreement.

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, written or verbal, between City and Contractor. No statements, promises or agreements whatsoever, in writing or verbal, in conflict with the terms of the Agreement have been made by City or Contractor which in any way modify, vary, alter, enlarge or invalidate any of the provisions and obligations herein stated. This Agreement may be amended and modified only in writing signed by both City and Contractor.

In resolving conflicts, errors, discrepancies and disputes concerning the scope of the work or services to be performed by Contractor or other rights or obligations of City or Contractor the document or provision thereof expressing the greater quantity, quality or scope of service or imposing the greater obligation upon Contractor and affording the greater right or remedy to City, shall govern.

Any interpretation applied to this Agreement, by the parties hereto, by an arbitrator, court of law, or by any other third party, shall not be made against City solely by virtue of City or City’s representatives having drafted all or any portion of this Agreement.

This Agreement shall include, and incorporate by reference, any provision, covenant or condition required or provided by law or by regulation of any state or federal regulatory or funding agency.

Sample Agreement

PROFESSIONAL SERVICES/ SERVICES [Choose either Professional Services or Services]

AGREEMENT

BETWEEN

THE CONSOLIDATED CITY OF INDIANAPOLIS AND MARION COUNTY - XXXX

AND

XXXX

FOR

XXXX

1.1.

1.2.

1.3.

1.4.

1.5.

1.6.

This Professional Services/Services Agreement (hereinafter referred to as “Agreement”), entered into by and between the Consolidated City of Indianapolis and Marion County XXXXXX (hereinafter referred to as “City”) and XXXXX (hereinafter referred to as “Contractor”), is executed pursuant to the terms and conditions set forth herein. In consideration of those mutual undertakings and covenants, the parties agree as follows:

Where the term “Revised Code” is stated, it shall mean the municipal ordinances of Indianapolis-Marion County, Indiana that is formally known as the “Revised Code of the Consolidated City of Indianapolis and Marion County, Indiana”.

Final – (Date) Doc# - 7

4.

2.

3.

5.

TERM

3.1.

COMPENSATION

GENERAL PROVISIONS

DUTIES OF CONTRACTOR

2.1.

3.2.

4.1.

4.2.

5.1.

5.2.

Contractor shall provide services as specified in Attachment A, ____________, attached hereto and incorporated into this Agreement.

The term of this Agreement shall begin upon execution of this Agreement by all parties and shall terminate on _________ unless terminated earlier in accordance with this Agreement.

This Agreement may be renewed by agreement of parties. The term of the renewal may be less but shall not be longer than the term of the original Agreement. A renewal shall be only by written instrument signed by both City and Contractor and attached hereto as an amendment. All other terms and conditions of the Agreement shall remain the same as set forth herein.

Contractor proposes to furnish all labor, materials and supplies in accordance with the conditions of this Agreement necessary to complete the work as defined in Attachment A at the rates set forth in Attachment B, attached hereto and incorporated herein.

However, in no event shall compensation for services under this Agreement exceed

______________ ($XXXX.XX).

Contractor shall submit a properly itemized invoice for services performed and expenses incurred under this Agreement and shall cooperate with and provide any other necessary information to City. City will pay Contractor within thirty (30) days after receipt of such properly itemized claim forms.

Independent Contractor. The parties agree that Contractor is an independent contractor as that term is commonly used and is not an employee of the Consolidated City of Indianapolis and/or Marion County. As such, Contractor is solely responsible for all taxes and none shall be withheld from the sums paid to Contractor. Contractor acknowledges that it is not insured in any manner by City for any loss of any kind whatsoever. Contractor has no authority, express or implied, to bind or obligate City in any way.

Subcontracting.

5.02.1 Approval required - The parties agree that Contractor shall not subcontract, assign or delegate any portion of this Agreement or the services to be performed hereunder without prior written approval of City. In the event that City approves of any such subcontracting, assignment or delegation, Contractor shall remain solely responsible for managing, directing and paying the person or persons to whom such responsibilities or obligations are sublet, assigned or delegated. City shall have no obligation whatsoever toward such persons.

Contractor shall take sole responsibility for the quality and quantity of any services rendered by such persons.

Any consent given in accordance with this provision shall not be construed to relieve Contractor of any responsibility for performing under this Agreement.

Final – (Date) Doc# - 8

5.03

5.04

5.02.2 Minority, Women, Veterans, and Disability-Owned Business Enterprise Participation - To the extent Contractor uses subcontractors or other agents in the performance of services under this Agreement, Contractor shall either:

5.2.1.1.1. Use, at a minimum, fifteen percent (15%) Minority Business Enterprises, eight percent (8%) Women’s Business Enterprises, three percent (3%) Veteran’s Business Enterprises, and one percent (1%) Disability-Owned Business Enterprises in the performance of services under this Agreement; or

5.2.1.1.2. Demonstrate a good faith effort to achieve such percentages, in compliance with the policies and to the satisfaction of the City of Indianapolis Office of Minority & Women Business Development.

Failure of Contractor to comply with either (a) or (b), above, shall constitute a breach of this Agreement.

Necessary Documentation. Contractor certifies that it will furnish City, if requested, any and all documentation, certification, authorization, license, permit, or registration required by the laws or rules and regulations of the City of Indianapolis, the County of Marion, other units of local government, the State of Indiana, and the United States. Contractor further certifies that it is now and will remain in good standing with such governmental agencies and that it is now and will maintain its license, permit, registration, authorization, or certification, as applicable, in force during the term of this Agreement. Failure of Contractor to comply with this paragraph shall constitute a material breach of this Agreement.

Confidentiality.

5.04.1 The obligations of this section shall survive the termination of this Agreement and shall be applicable to the full extent permissible under statutes governing access to public records. Contractor understands that the information provided to it or obtained from City during the performance of its services is confidential and may not, without prior written consent of City, be disclosed to a person not in City’s employ except to employees or agents of Contractor who have a need to know in order to provide the services. Further, Contractor’s work product generated during the performance of this Agreement is confidential to City. The failure to comply in all material respects with this section shall be considered a material breach of this Agreement.

Confidential information shall not include information, that: (a) was known by Contractor at the time it was received; (b) is, as of the time of its disclosure or thereafter becomes, part of the public domain through a source other than Contractor; (c) is made known to Contractor by a third person who does not impose any obligation of confidence on Contractor with respect to such information; (d) is required to be disclosed pursuant to governmental authority, law, regulation, duly authorized subpoena or court order whereupon Contractor shall provide notice to City prior to such disclosure; or (e) information that is independently developed by Contractor without references to the confidential information.

5.04.2 Contractor shall not, under any circumstances, release information provided to it by, or on behalf of, City that is required to be kept confidential by City pursuant to Indiana law except as contemplated by Section 5.04.1(d), above.

5.04.3 Contractor acknowledges that City will not treat this Agreement as confidential information and will post the Agreement on the City of Indianapolis website as

Final – (Date) Doc# - 9

5.05

5.06

5.07 required by Section 141-105 of the Revised Code of the Consolidated City of Indianapolis and Marion County. Use by the public of any document or the information contained therein shall not be considered an act of City.

Prompt pay requirement. Contractor shall pay subcontractors and suppliers funds due from previous progress payments within fifteen (15) business days of receipt of payment from the City. During the term of this Agreement and upon completion of this Agreement, the City may request documentation to certify payments to subcontractors and suppliers and Contractor shall provide such documentation within fourteen (14) days of such request. Violation of this requirement shall constitute a breach of this Agreement.

Records; Audit. Contractor shall maintain books, records, documents and other evidence directly pertinent to performance of services under this Agreement. Contractor shall make such materials available at its offices at all reasonable times during the Agreement period and for three (3) years from the date of final payment under this Agreement for inspection by City or any other authorized representative of the City of Indianapolis, Marion County, Indiana. Copies thereof, if requested, shall be furnished at no cost to City.

Ownership.

5.07.1 “Works” means works of authorship fixed in any tangible medium of expression by Contractor or its officers, employees, agents or subcontractors in the course of performing the services under this Agreement, including, but not limited to, computer programs, electronic art, computer generated art, notes, specifications, drawings, flow charts, memoranda, correspondence, records, notebooks, documentation, reports and charts, regardless of the medium in which they are fixed, and all copies thereof.

5.07.2 All Works made or created by Contractor, either solely or jointly with City, in the course of Contractor’s performance of services under this Agreement shall be deemed to be works for hire and are and shall be the exclusive property of City. At City’s request, Contractor will execute all documents reasonably required to confirm or perfect ownership of such Works and any corresponding copyright rights in and to such Works in City. Without the prior written consent of City, Contractor shall not use, copy or prepare derivative works of the Works, or any parts of them, other than as related to the performance of this Agreement. During the performance of this Agreement, Contractor shall be responsible for loss or damage to the Works while they are in Contractor’s possession or control. Any loss or damage shall be restored at Contractor’s expense. City shall have free and unlimited access to the Works at all times and, upon demand, shall have the right to claim and take possession of the Works and all copies. Notwithstanding the foregoing, Contractor shall be entitled to retain a set of its work papers for archival purposes only, in accordance with applicable professional standards.

5.07.3 Contractor shall retain all rights in and to its know-how, methods, techniques, discoveries, concepts, and ideas, whether patentable or not, and whether possessed by Contractor prior to or acquired by Contractor during the performance of this Agreement. Contractor also shall retain all rights in and to all works of authorship fixed in a tangible medium of expression which were made, created or acquired by Contractor prior to the effective date of this Agreement (“Pre-Existing Works”), provided that a listing of such Pre-Existing Works is attached to this Agreement.

Final – (Date) Doc# - 10

5.08

D. Worker’s Compensation

E. Employer’s Liability

Bodily Injury Accident

Bodily Injury by Disease

Bodily Injury by Disease

Statutory

$100,000 each accident

$100,000 each employee

$500,000 policy limit

Insurance.

Contractor shall, as a condition precedent to this Agreement, purchase and thereafter maintain such insurance as will protect it and City from the claims set forth below which may arise out of or result from Contractor’s operations under this Agreement, whether such operations be by Contractor or by its subcontractors or by anyone directly or indirectly employed by any of them, or by anyone directly for whose acts any of them may be liable:

1) Claims under Worker’s Compensation and Occupational Disease Acts, and any other employee benefits acts applicable to the performance of the work;

2) Claims for damages because of bodily injury and personal injury, including death, and;

3) Claims for damages to property.

The following liability amounts in paragraphs A through E represent a baseline. City reserves the right to increase or decrease the baseline amounts depending on the nature of the Scope of Services.

A. Commercial General Liability (Occurrence Basis) Bodily Injury, personal injury, property damage, Contractual liability, product/completed operations

Each Occurrence Limit

Damage to Rented Premises

Medical Expense Limit

Personal and Advertising Injury Limit

General Aggregate Limit

$1,000,000.00

$100,000.00 (each occurrence)

$5,000.00

$500,000.00

$2,000,000.00 (Other than Products Completed Operations)

NOTE: GENERAL AGGREGATE TO APPLY PER PROJECT

Products/Completed Operations $1,000,000.00

$1,000,000.00 (combined single limit) (owned, hired & non-owned) $1,000,000(each occurrence and

B. Auto Liability

C. Excess/Umbrella Liability aggregate)

Final – (Date) Doc# - 11

5.09

F. [Reserved for Professional Liability or additional riders as needed]

5.08.1 Certificates of Insurance, naming the Consolidated City of Indianapolis and Marion County as an "additional insured," (A. B. and C. only) showing such coverage then in force (but not less than the amount shown above) shall be filed with City prior to commencement of any work. The coverages afforded under the policies shall not be cancelled or not renewed until at least thirty (30) days after written notice has been given to City. Upon cancellation, Contractor shall obtain a new insurance policy in accordance with Section 5.07 of this Agreement and send a copy of the new policy to the City.

5.08.2 With the prior approval of City, Contractor may substitute different types of coverage for those specified as long as the total amount of required protection is not reduced.

Contractor shall be responsible for all deductibles.

5.08.3 Nothing in the above provisions shall operate as or be construed as limiting the amount of liability of Contractor to the above enumerated amounts.

--OR--

Insurance. Pursuant to agreement from all parties, in light of the nature of this Agreement, i.e. personal and professional services, no insurance shall be required.

Termination for Cause or Convenience.

5.09.1 If Contractor becomes insolvent, or if it refuses or fails to perform the work and services provided by this Agreement, or if it refuses to perform disputed work or services as directed pending resolution of such dispute, or if it fails to make payments to subcontractors employed by it, or if it otherwise violates or fails to perform any term, covenant or provision of this Agreement, then City may, without prejudice to any other right or remedy, terminate this Agreement in whole or in part, in writing, provided that Contractor shall be given (1) not less than ten (10) calendar days’ written notice of City’s intent to terminate, and (2) an opportunity for consultation with City prior to termination. In determining the amount of final payment to be made to Contractor upon such termination for default, if any, no amount shall be allowed for anticipated profit on unperformed services or other work;

furthermore, an adjustment shall be made to the extent of any additional costs incurred or reasonably foreseen by City to be incurred by reason of Contractor’s default.

5.09.2 This Agreement may be terminated in whole or in part in writing by City for City’s convenience; provided that Contractor is given (1) not less than ten (10) calendar days’ written notice of intent to terminate and (2) an opportunity for consultation with City prior to termination. If City terminates for convenience, Contractor’s compensation shall be equitably adjusted.

5.09.3 Upon receipt of notice of termination for default or for City’s convenience, Contractor shall (1) promptly discontinue all services affected, unless the termination notice directs otherwise, and (2) deliver or otherwise make available to City all Works and such other information, materials or documents as may have been accumulated by Contractor in performing this Agreement, whether completed or in process.

Final – (Date) Doc# - 12

5.13

To Contractor: To City:

5.09.4 If, after termination for Contractor’s default, it is determined that Contractor was not in default, the termination shall be deemed to have been made for the convenience of City. In such event, adjustment of the price provided for in this Agreement shall be made as provided in Section 5.08.2 and the recovery of such price adjustment shall be Contractor’s sole remedy and recovery.

5.10 Termination for Failure of Funding. Notwithstanding any other provision of this Agreement, if funds for the continued fulfillment of this Agreement by City are at any time insufficient or not forthcoming through failure of any entity to appropriate funds or otherwise, then City shall have the right to terminate this Agreement without penalty by giving written notice documenting the lack of funding, in which instance this Agreement shall terminate and become null and void on the last day of the fiscal period for which appropriations were received. City agrees that it will make its best efforts to obtain sufficient funds, including but not limited to, requesting in its budget for each fiscal period during the term hereof sufficient funds to meet its obligations hereunder in full.

Indemnification. Contractor agrees to indemnify, defend, and hold harmless the City of Indianapolis, Marion County and their respective officers, agents, officials and employees for any and all third party claims, actions, causes of action, judgments and liens to the extent they arise out of any negligent or wrongful act or omission or breach of any provision of this Agreement by Contractor or any of its officers, agents, employees or subcontractors regardless of whether or not it is caused in part by the negligence of a party indemnified hereunder.

5.11

Such indemnity shall include attorney’s fees and all costs and other expenses arising therefrom or incurred in connection therewith and shall not be limited by reason of the enumeration of any insurance coverage required herein. City shall not provide such indemnification to Contractor, provided, however, that Contractor shall be relieved of its indemnification obligation to the extent any injury, damage, death or loss is attributable to the acts or omissions of City.

5.12 Notice. Any notice required to be sent under this Agreement shall be sent by internationally recognized overnight courier, certified mail, facsimile or other delivery method which provides confirmation of receipt and shall be directed to the persons and addresses specified below (or such other persons and/or addresses as any party may indicate by giving notice to the other party):

Disputes. Contractor shall carry on all work required under this Agreement and maintain the schedule for services during all disputes or disagreements with City. No work shall be delayed or postponed pending resolution of any disputes or disagreements except as Contractor and City may otherwise agree in writing. Should Contractor fail to continue to perform its responsibilities as regards all non-disputed work without delay, any additional costs incurred by City or Contractor as a result of such failure to proceed shall be borne by Contractor, and Contractor shall make no claim against the City for such costs. City may withhold payments on disputed items pending resolution of the dispute.

Final – (Date) Doc# - 13

5.14

5.15

5.16

5.17

5.18

Non-discrimination. Contractor and its officers, agents, employees, and subcontractors shall not discriminate against any employee or applicant for employment to be employed in the performance of this Agreement, with respect to her or his hire, tenure, terms, conditions, or privileges of employment, or any matter directly or indirectly related to employment, because of her or his race, sex, sexual orientation, gender identity, religion, color, national origin, ancestry, age, disability, or United States military service veteran status. Breach of this section shall be regarded as a material breach of this Agreement.

Conflict of Interest.

5.15.1 Contractor certifies and warrants to City that neither it nor any of its officers, agents, employees, or subcontractors who will participate in the performance of any services required by this Agreement has or will have any conflict of interest, direct or indirect, with City.

5.15.2 For purposes of compliance with IC 36-1-21, Contractor certifies and warrants to City that Contractor, or a person who wholly or partially owns Contractor, is not a relative, as that term is defined by IC 36-1-21-3, of either the Mayor of Indianapolis, Indiana, or a member of the City-County Council of Indianapolis and Marion County, Indiana.

Non-contingent Fees. Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees. For breach or violation of this warranty City shall have the right to annul this Agreement without liability or in its discretion to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such commission, percentage, brokerage, or contingent fee.

Force Majeure. In the event that either party is unable to perform any of its obligations under this Agreement – or to enjoy any of its benefits – because of fire, explosion, power blackout, natural disaster , strike, embargo, labor disputes, war, terrorism, acts of God, acts or decrees of governmental bodies or other causes beyond such party’s reasonable control (hereinafter referred to as Force Majeure Event), the party who has been so affected shall immediately give notice to the other and shall take commercially reasonable actions to resume performance. Upon receipt of such notice, all obligations under this Agreement shall immediately be suspended except for payment obligations with respect to service already provided.