Friday, May 19, 2017




This Agreement is effective as of April 27, 2017 (the “Agreement”) and is executed by and between the Dearborn County Redevelopment Commission (“DCRC”) and One Dearborn, Inc. (“One Dearborn”) whose principal place of business is located at 500 Industrial Drive, Suite 2110, Lawrenceburg, Indiana 47025.
WHEREAS the Dearborn County Redevelopment Commission wishes to acquire certain economic development services which One Dearborn can provide; and
WHEREAS One Dearborn is willing to provide such services in return for appropriate compensation;
NOW, THEREFORE, the parties agree as follows:

1. Economic Development Services.
During the term of this Agreement, One Dearborn will maintain an economic development office in Dearborn County and will provide the following economic development services to DCRC:
  1. a)  Serve as the central, county-wide Local Economic Development Organization (LEDO) as required by the Indiana Economic Development Corporation (IEDC) and other regional organizations in order to receive confidential new business leads;
  2. b)  Respond to Request for Information (RFI’s) on new business project leads and continuously develop and improve the quality and efficiency of the RFI process. This includes partnering with DCRC in developing incentive responses and negotiation of details with DCRC’s approval;
  3. c)  Serve as a resource, gatekeeper and intermediary between parties to help ensure that new businesses settling in Dearborn County have a professional, quality experience that meets their project deadlines and creates positive impressions.
  4. d)  Promote the County and its TIF Districts through business development marketing, a centralized economic development website and collateral materials which discuss the attributes of the county, region and state of Indiana. This includes maintaining a data base of available sites and building inventory;
  5. e)  Integrate the county’s existing businesses into a comprehensive Business and Retention program, identifying common issues and concerns that could be a barrier to growth and success;
  6. f)  Develop and implement strategies around a ready workforce for current and future employers;
g) Maintain membership and actively participate in appropriate local, regional, state and national economic development organizations that will provide wider exposure for DCRC and build networks, relationships and resources that can be leveraged for improved economic development results over time.
  1. Fees paid to One Dearborn.
    Based upon the time estimated to be required for the above-described Economic Development Services, DCRC will compensate One Dearborn the following fees during the following periods:
    2017 Twenty nine thousand dollars ($29,000) for services for the following period: 6/1/17 through 12/31/2017; and
    2018 Fifty thousand dollars ($50,000) for services for the following period: 1/1/18 through 12/31/18
    For administrative reasons for both parties, fees will be invoiced to DCRC from One Dearborn as follows:
    •   $10,000 invoiced August 1, 2017
    •   $10,000 invoiced October 1, 2017
    •   $ 9,000 invoiced December 1, 2017
    •   $12,500 invoiced March 1, 2018
    •   $12,500 invoiced June 1, 2018
    •   $12,500 invoiced September 1, 2018
    •   $12,500 invoiced December 1, 2018
      Fees are payable within 30 days of receipt of invoice.
  2. Parties agree that:
    1. Payments to One Dearborn under this contract are in exchange for services and other benefits provided to DCRC.
    2. Payments received by One Dearborn are not based upon and do not involve a consideration of the tax revenues or receipts of DCRC.
    3. Payment amounts under this contract have been negotiated by One Dearborn and DCRC.
    4. DCRC shall only be billed for services and other benefits that are actually provided by One Dearborn.

  1. Documentation of Work Performed. One Dearborn will provide regular quarterly reports outlining the work performed and accomplishments and will meet with the board of commissioners of the DCRC (if desired) to review progress. Such reports will be provided with the invoice.
  2. Advisory Input. One Dearborn’s Bylaws allow for contracted entities to sit on an Advisory Board that will meet at least quarterly and as needed. The Advisory Board does not have voting authority which is only given to the One Dearborn Board of Directors, as it is a private organization. After signing this agreement, DCRC may choose to select a member of their board of commissioners to serve as a liaison and advisory representative on the Advisory Board which is designed to obtain input from customers and community partners on economic development strategy, projects, and various work groups to accomplish common goals.
  3. Best Efforts. One Dearborn will use its best efforts, skill and experience in rendering the Economic Development Services described in Item 1. However, DCRC shall recognize that economic development project deals are complex and may not come to final fruition despite quality communication and gatekeeping to ensure issues are resolved and questions answered throughout the process; especially when due to circumstances not under One Dearborn or DCRC’s control. If claims arise relating to the performance of the Economic Development Services hereunder, both parties agree to work amicably to resolve those claims. Each will carry professional liability and the respective insurance carriers may ultimately have to resolve claims in the best interests of both parties.
  4. Term. The term of this Agreement shall be through December 31, 2018. Either party may terminate this agreement in writing within sixty (60) days of its intent to terminate the Agreement. In the case of such notice of termination, the DCRC will only be billed for services and other benefits that are actually provided by One Dearborn.
  5. Extension of Agreement. This agreement shall be renewable for additional terms of one year upon approval by the DCRC and One Dearborn.
  6. Notices. Any notices required or allowed hereunder shall be in writing and given by registered mail to the parties at the following addresses or at such addresses that may be furnished by one party to the other:
    Dearborn County Redevelopment Commission 215B W. High Street
    Lawrenceburg, IN 47025

    One Dearborn, Inc.
    500 Industrial Drive, Suite 2110 Lawrenceburg, IN 47025.

10. Independent Contractor. This Agreement does not create a principal or agent, employer or employee, partnership, joint venture or any other relationship except that of an independent contractor relationship between the parties. Nothing contained herein shall be construed to create or imply a joint venture, principal an agent, employer or employee, partnership, or any other relationship except that of an independent contractor, and neither party shall have any right, power or authority to create any obligation, expressed or implied, on behalf of the other in connection with the performance hereunder.
11.Entire Agreement. This Agreement constitutes the entire Agreement and understanding between the DCRC and One Dearborn with respect to the subject matter of this Agreement.

IN WITNESS WHEREOF, this Agreement has been executed as of the day and year first above mentioned.
Dearborn County Redevelopment Commission
_______________________________________________ James Deaton, Redevelopment Commission President
One Dearborn, Inc.
______________________________ John Browner, Acting Chair

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