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Home My WebLink About256760 03/24/16 �ur_4Qgb J'! \ CITY OF CARMEL, INDIANA VENDOR: 370449 jg ONE CIVIC SQUARE LASTING ORDER LLC CHECK AMOUNT: $*****2,200.00* CARMEL, INDIANA 46032 605 STATE STREET CHECK NUMBER: 256760 SUITE C CHECK DATE: 03/24/16 NEWBURGH IN 47630 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 1801 4340400 032416 2,200.00 CONSULTING FEES Prescribed by State Board of Accounts ACCOUNTS PAYABLE VOUCHER City FormNo.201(Rev.1995) CITY OF CARMEL An invoice or bill to be properly itemized must show: kind of service, where performed, dates service rendered, by whom, rates per day, number of hours, rate per hour, number of units, price per unit, etc. Payee L gs-n Q(:z GP-DER- L .9�, Purchase Order No. (ous SnTE s7`2 I- SU t 1 E i✓ Terms 4J�11J.�U IZC��'t TN �� rP Date Due Invoice Invoice Description Amount Date Number (or note attached invoice(s) or bill(s)) Total ereby certify that the attached invoice(s), or bill(s), is (a e)tr nd correct d I e audited same in accor da ith IC -11-10 1.6. .0 Clerk-Treasurer VOUCHER NO. WARRANT NO. ALLOWED 20 (DO'S CC— IN SUM OF$ Vit)RGA orJ X7(0—_ $ C� ON ACCOUNT OF APPROPRIATION FOR Board Members Po#. INVOICE NO. ACCT#/TITLE AMOUNT DEPT.# I hereby certify that the attached invoice(s), PS 0 3`aq--1 to 954 d pp " OO.�o or bill(s) is (are) true and correct and that the materials or services itemized thereon for which charge is made were ordered and received except 20 Signat Cost distribution ledger classification if Title claim paid motor vehicle highway fund Lasting Order LLC City of Carmel Common Council-2016 Appropriation#; P.O.# Contract Not To Exceed$4,600 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is hereby made and entered into by and between the City of Carmel, Indiana, acting by and through its Common Council (hereinafter"City"), and Lasting Order LLC(hereinafter"Professional"). RECITALS WHEREAS City owns and is responsible for the operation and maintenance of its property, personnel, public works and infrastructure; and WHEREAS, from time to time, City needs professional assistance in fulfilling its foregoing responsibilities; and WHEREAS, Professional is experienced in providing and desires to provide to City the professional services ("Services") referenced herein; and WHEREAS, City desires to engage Professional as an independent contractor for the purpose of providing to City the Services referenced herein; NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions set forth herein, City and Professional mutually agree as follows: SECTION 1. INCORPORATION OF RECITALS The foregoing Recitals are hereby incorporated into this Agreement and made a part hereof. SECTION 2. SCOPE OF SERVICES 2.1 City desires to engage Professional as an independent contractor for the Services set forth in attached Exhibit A, incorporated herein by this reference. 2.2 Professional understands and agrees that City may, from time to time, request Professional to provide additional or modified Services to City. When City desires additional Services from Professional, the City shall notify Professional of such additional Services desired, as well as the time frame in which same are to be provided. Only after City has approved Professional's time and cost estimate for the provision of such additional Services, has encumbered sufficient monies to pay for same, and has authorized Professional, in writing, to provide such additional Services, shall such Services be provided by Professional to City. A copy of the City's authorization documents for the purchase of additional Services shall be numbered and attached hereto in the order in which they are approved by City. 2.3 Time is of the essence of this Agreement. [X:\jobaL�da intra lading Orda LLC Coobacl C=61Aacx:M 2016 g25 AM 1 Lasting Order LLC City of Carmel Common Council-2016 Appropriation#; P.O.# Contract Not To Exceed$4,600 SECTION 3. CITY'S RESPONSIBILITIES 3.1 City shall provide such information as is reasonably necessary for Professional to understand the Services requested. 3.2 City shall provide all data required for provision of Services. Professional may assume that all data so provided is correct and complete. 3.3. City shall arrange for Professional to enter upon public and private property as reasonably required for Professional to perform the Services. 3.4 City shall designate payment of the Services from City budget appropriation number funds. 3.5 City shall designate the Mayor or his duly authorized representative to act on City's behalf on all matters regarding the Services. SECTION 4. PROFESSIONAL'S RESPONSIBILITIES 4.1 Professional shall perform the Services pursuant to the terms of this Agreement and within any applicable time and cost estimate. 4.2 Professional shall coordinate with City its performance of the Services. 4.3 Professional shall provide the Services by following and applying at all times reasonable and lawful standards as accepted in the industry. SECTION 5. COMPENSATION 5.1 Professional estimates that the total price for the Services to be provided to City hereunder shall not exceed Four Thousand Six Hundred Dollars ($4,600.00) (the "Estimate"). The City shall pay to Consultant an initiation fee of $2,200 (Net 35) upon execution of the contract. The initiation fee covers the estimated 22 hours(detailed in Exhibit A)at a rate of$100 per hour.A consulting fee of$400 per month will commence on a date mutually agreed upon after implementation and conclude after 6 months. The monthly compensation shall be paid regardless of the number of actual consulting hours provided by Consultant in a particular month. Professional shall submit an invoice to City no more than once every thirty (30) days for Services provided City during the time period encompassed by such invoice. Invoices shall be submitted on a form containing the same information as that contained on the Professional Services Invoice attached hereto as Exhibit B, incorporated herein by this reference. City shall pay Professional for all undisputed Services rendered and stated on such invoice within thirty five (35)days from the date of City's receipt of same. 5.2 Professional agrees not to provide any Services to City that would cause the total cost of same to exceed the Estimate, without City's prior written consent. P(AjobalmdalCmtract V.wing Ord=LLC Cm=t Ca il.d=:32412016&25 AM] 2 Lasting Order LLC City of Carmel Common Council-2016 Appropriation#; P.O.# Contract Not To Exceed$4,600 SECTION 6. TERM Unless otherwise terminated in accordance with the termination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be in effect for six months from the Effective Date unless the parties agree to extend the terms of this Agreement. SECTION 7. MISCELLANEOUS 7.1 Termination. 7.1.1 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City or Professional, without cause, upon thirty(30)days' notice. 7.1.2 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City,for cause, immediately upon Professional's receipt of City's"Notice To Cease Services." 7.1.3 In the event of full or partial Agreement termination, and as full and complete compensation hereunder, Professional shall be paid for all such Services rendered and expenses incurred as of the date of termination that are not in dispute, except that such payment amount shall not exceed the Estimate. Disputed compensation amounts shall be resolved as allowed by law. 7.2 Binding Effect. City and Professional, and their respective officers, officials, agents, partners and successors in interest are bound to the other as to all Agreement terms, conditions and obligations. 7.3 No Third Party Beneficiaries. Nothing contained herein shall be construed to give rights or benefits to anyone other than the parties hereto. 7.4 Relationship. The relationship of the parties hereto shall be as provided for in this Agreement, and neither Professional nor any of its agents, employees or contractors are City employees. Professional shall have the sole responsibility to pay to or for its agents, employees and contractors all statutory, contractual and other benefits and/or obligations as they become due. Professional hereby warrants and indemnifies City for and from any and all costs, fees, expenses and/or damages incurred by City as a result of any claim for wages, benefits or otherwise by any agent, employee or contractor of Professional regarding or related to the subject matter of this Agreement. This indemnification obligation shall survive the termination of this Agreement. [X:ljoba mdcACont—tsEas ing Ord=LLC Connect Cm il.d=:3R92016 B25 AMj 3 Lasting Order LLC City of Carmel Common Council-2016 Appropriation#; P.O.# Contract Not To Exceed$4,600 7.5 Liens. Professional shall not cause or permit the filing of any lien on any of City's property. In the event such a lien is filed and Professional fails to remove it within ten (10) days after the date of filing, City shall have the right to pay or bond over such lien at Professional's sole cost and expense. 7.6 Default. In the event Professional: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Professional's warranties; (b) fails to perform the Services as specified; (c) fails to make progress so as to endanger timely and proper completion of the Services and does not correct such failure or breach within five (5) business days after receipt of notice from City specifying same; or (d) becomes insolvent, files, or has filed against it, a petition for receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to terminate all or any part of this Agreement, without liability to Professional and to exercise any other rights or remedies available to it at law or in equity. 7.7 Government Compliance. Professional agrees to comply with all laws, executive orders, rules and regulations applicable to Professional's performance of its obligations under this Agreement, all relevant provisions of which being hereby incorporated herein by this reference, to keep all of Professionals' required professional licenses and certifications valid and current. 7:8 Indemnification. Professional shall indemnify and hold harmless City and its officers, officials, employees and agents from all losses, liabilities, claims,judgments and liens, including, but not limited to, all damages, costs, expenses and attorney fees arising out of any negligent act or omission of Professional and/or any of its employees, agents or contractors in the performance of this Agreement. This indemnification obligation shall survive the termination of this Agreement. 7.9 Discrimination Prohibition. Professional represents and warrants that it and each of its employees, agents and contractors shall comply with all existing and future laws prohibiting discrimination against any employee, applicant for employment and/or other person in the subcontracting of work and/or in the performance of any Services contemplated by this Agreement with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, subcontracting or work performance hereunder because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status or Vietnam era veteran status.This indemnification obligation shall survive the termination of this Agreement. 7.10 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision shall be stricken, and all other provisions of this Agreement that can operate [X:Ijoba1=dalContx1s\asring Ord=LLC Cm=1 C—il.d-324/2016 WS AM] 4 Lasting Order LLC City of Carmel Common Council-2016 Appropriation#; P.O.# Contract Not To Exceed$4,600 independently of same shall continue in full force and effect. 7.11 Notice. Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to this Agreement shall be written and either hand-delivered or sent by prepaid U.S. certified mail, return receipt requested, addressed to the parties as follows: CITY: City of Carmel Douglas C. Haney Carmel Common Council Carmel City Attorney One Civic Square One Civic Square Carmel, Indiana 46032 Carmel, Indiana 46032 PROFESSIONAL: Amy Payne Lasting Order LLC 605 State Street, Suite C Newburgh, IN 47630 Notwithstanding the above, City may orally provide to Professional any notice required or permitted by this Agreement, provided that such notice shall also then be sent as required by this paragraph within ten (10) business days from the date of such oral notice. 7.12 Effective Date. The effective date ("Effective Date") of this Agreement shall be the date on which the last of the parties hereto executes same.. 7.13 Governing Law; Lawsuits. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, except for its conflict of laws provisions, as well as by all ordinances and codes of the City of Carmel, Indiana. The parties agree that, in the event a lawsuit is filed hereunder, they waive any right to a jury trial they may have, agree to file such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same. 7.14 Waiver. Any delay or inaction on the part of either party in exercising or pursuing its rights and/or remedies hereunder or under law shall not operate to waive any such rights and/or remedies nor in any way affect the rights of such party to require such performance at any time thereafter. [X:\jobaLmdalCon ma asting Otda LLC Cwt t Ca i1.do 3242016&25 AM 5 Lasting Order LLC City of Carmel Common Council-2016 Appropriation#; RO:# Contract Not To Exceed$4,600 7.15 Non-Assignment. Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without City's prior written consent. 7.16 Entire Agreement. This Agreement contains the entire agreement of and between the parties hereto with respect to the subject matter hereof, and no prior agreement, understanding or representation pertaining to such subject matter, written or oral, shall be effective for any purpose. No provision of this Agreement may be amended, added to or subtracted from except by an agreement in writing signed by both parties hereto and/or their respective successors in interest. To the extent any provision contained in this Agreement conflicts with any provision contained in any exhibit attached hereto, the provision contained in this Agreement shall prevail. 7.17 Representation and Warranties. Each party hereto represents and warrants that it is authorized to enter into this Agreement and that any person or entity executing this Agreement on behalf of such party has the authority to bind such party or the party which they represent, as the case may be. 7.18 Headings. All headings and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof. 7.19 Advice of Counsel. The parties warrant that they have read this Agreement and fully understand it, have had an opportunity to obtain the advice and assistance of counsel throughout the negotiation of same, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. 7.20 Copyright. City acknowledges that various materials which may be used and/or generated by Professional in performance of Services, including forms, job description formats, comprehensive position questionnaire, compensation and classification plan and reports are copyrighted. City agrees that all ownership rights and copyrights thereto lie with Professional, and City will use them solely for and on behalf of its own operations. City agrees that it will take appropriate action with its employees to satisfy its obligations with respect to use, copying, protection and security of Professional's property. 7.21 Personnel. Professional represents that it has, or will secure at its own expense, all personnel required in performing the services under this agreement. Such personnel shall not be employees of or have any contractual relationship with City. All of the services required hereunder will be performed by Professional or under his supervision and all personnel engaged in the work shall be fully qualified to perform such services. [X:�j be l..L,T-b ml=i.g 0M.v.e cant ac c—u.d—R24n01e szs AIA 6 - Lasting Order LLC City of Carmel Common Council-2016 Appropriation#; P.O.# Contract Not To Exceed$4,600 7.22 Records and Inspections Professional shall maintain full and accurate records with respect to all matters covered under this agreement for three (3) years after the expiration or early termination of this Agreement' City shall have free access at all proper times to such records and the right to examine and audit the same and to make transcripts there from, and to inspect all program data,documents, proceedings and activities. 7.23 Accomplishment of Proiect Professional shall commence, carry on, and complete the project with all practicable dispatch, in a sound economical and efficient manner, in accordance with the provisions thereof and all applicable laws. In accomplishing the project, Professional shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on within City's organization. 7.24 Iran Certification Pursuant to I.C. § 5-22-1.6.5, the Professional shall certify that, in signing this Agreement, it does not engage in investment activities within the Country of Iran. 7.25 E-Verify Pursuant to I.C. §22-5-1.7 et seq., Professional shall enroll in and verify the work eligibility status of all of its newly-hired employees using the E-Verify program, if it has not already done so as of the date of this Agreement. Professional is further required to execute the attached Affidavit, herein referred to as Exhibit C, which is an Affidavit affirming that: (i) Professional is enrolled and is participating in the E-verify program, and (ii) Professional does not knowingly employ any unauthorized aliens. This Addendum incorporates by reference, and in its entirety, attached Exhibit C. In support of the Affidavit, Professional shall provide the City with documentation that it has enrolled and is participating in the E-Verify program. This Agreement shall not take effect until said Affidavit is signed by Professional and delivered to the City's authorized representative. Should Professional subcontract for the performance of any work under this Addendum, the Professional shall require any subcontractor(s) to certify by affidavit that: (i) the subcontractor does not knowingly employ or contract with any unauthorized aliens, and (ii) the subcontractor has enrolled and is participating in the E-verify program. Professional shall maintain a copy of such certification for the duration of the term of any subcontract. Professional shall also deliver a copy of the certification to the City within seven(7).days of the effective date of the subcontract. If Professional, or any subcontractor of Professional, knowingly employs or contracts with any unauthorized aliens, or retains an employee or contract with a person that the Professional or subcontractor subsequently learns is an unauthorized alien, Professional shall terminate the employment of or contract with the unauthorized alien within thirty(30)days("Cure Period"). Should the Professional or any subcontractor of Professional fail to cure within the Cure Period, the City has the right to terminate this Agreement without consequence. The E-Verify requirements of this Agreement will not apply, should the E-Verify program cease to exist. 7.26 Access To Public Records Act Professional understands and agrees that any"public record", as that term is defined in Indiana Code 5-14-3- 2(m), as amended, that is related to the subject matter of this Agreement, whether the same is in the possession or control of the Professional or the City, shall be subject to release under and pursuant to the provisions of Indiana's Access to Public Records Act, as codified in Indiana Code 5-14-3-1, et seq., as amended. [X:ljobalanderlConhactsU.a9ing Oidc LLC Contract C.—HA-31M016&25 AM 7 Lasting Order LLC City of Carmel Common Council-2016 Appropriation#; P.O.# Contract Not To Exceed$4,600 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA Lasting Order LLC by and through its Common Council BY: BY: C— , , -d. . - - Ronalo, Carter Authonze i n tur Preident/Purc asin Officer Date: Gt Printed Name Tt T`. QI/IIV�P/� Title Date; e Papule le {-Treasurer/ / � �02A P Date Exhibit A [.C:ljobabmdalCmtraas la_amg Orda LLC Cmtmct Co il.d=:31242016&25 AM 8 Lasting Order LLC City of Carmel Common Council-2016 Appropriation#; P.O.# Contract Not To Exceed$4,600 Scope of Services Services. The City has engaged Professional to provide services in connection with the City's Evernote Business implementation project. Professional will provide Evernote training, develop organization systems and provide ongoing support during the implementation and maintenance phases of the project(collectively, the"Professional Services"). Time and Availability. Professional will provide an Evernote 101 training via webinar(est. 2 hours), an on-site discovery session (est. 4 hours), set up organizational structure &systems (est. 10 hours), provide individual and group on-site training and implementation of systems(est. 8 hours). The timeline is estimated as follows: Evernote 101 Webinar will be held on or before February 20th. On-site Discovery will take place no later than March 1St. Organizational structure and systems to be completed on or before March 15th. On-site group training and implementation will take place no later than April 1St. These dates are approximate and may be adjusted with approval of both parties. In the six months following implementation the Professional shall devote up to 24 hours for consulting that will consist of additional training, support and system updates. The 24 consulting hours may be used at any time over the six month period. Travel Expenses. Travel related expenses shall be reimbursed up to a maximum of$350 per trip. All travel expenses must be submitted in an itemized report. EXHIBIT B (XAjobaWWe lConbmetsVastmg Orda LLC Cmnct CmmcildocxX 2016&25 AM] 9 Lasting Order LLC City of Carmel Common Council-2016 Appropriation#; P.O.# Contract Not To Exceed$4,600 Invoice Date: Name of Company. Address &Zip: Telephone No.: Fax No.. Project Name: Invoice No. Purchase Order No: Goods Services Person Providing Date Goods/Services Provided Cost Per Hourly Total Goods/Services Goods/ (Describe each good/service Item Rate/ Service separately and in detail) Hours Provided Worked GRAND TOTAL Signature Printed Name EXHIBIT C lx;ljobal=&,e Contracu%as ing Onla LLC Cmt t C—il.d=:324=16 US AM 10 Lasting Order LLC City of Carmel Common Council-2016 Appropriation#; P.O.# Contract Not To Exceed$4,600 AFFIDAVIT PCL being first duly sworn, deposes and says that he/she is familiar with Ad has person 1 knowledge of the facts herein and, if called as a witness in this matter, could testify as follows: 1. I am over eighteen (18)years of age and am competent to testify to the facts contained herein. 2. I am now and at all times relevant herein have been employed by 'meq t�c�Z� (the"Employer") in the position of VLa 3. I am familiar with the employment policies,practices, and procedures of the Employer and have the authority to act on behalf of the Employer. 4. The Employer is enrolled and participates in the federal E-Verify program and. has provided documentation of such enrollment and participation to the City of Carmel, Indiana. 5. The Company does not knowingly employ any unauthorized aliens. FURTHER AFFIANT SAYETH NOT. EXECUTED on the day of A)ay cC ,20_1. il Printed: r\ C I certify under the penalties for perjury under the laws of the United States of America and the State of Indiana that the foregoing factual statements and representations are true and correct. Printed: 2. [X:IjobaLm&-ikCon=t41amng Orda LLC Connct C—iLd-3242016 R25 Ahq 11