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HomeMy WebLinkAboutBPW 02-15-17-07 Jackson SwitzerRESOLUTION NO. BPW 02-15-17-07 RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY ACKNOWLEDGING RECEIPT OF CONTRACT WHEREAS, pursuant to Indiana Code 36-1-4-7, the City of Carmel, Indiana ("City"), is authorized to enter into contracts; and WHEREAS, pursuant to Indiana Code 36-4-5-3, the City's mayor may enter into contracts on behalf of the City; and WHEREAS, pursuant to his authority under Indiana law, the City's mayor, the Honorable James C. Brainard, has caused to be signed the City contract attached hereto as Exhibit A (the "Contract"); and WHEREAS, Mayor Brainard now wishes to present the contract to the City's Board of Public Works and Safety for it to be publicly acknowledged, filed in the Clerk -Treasurer's Office, and made available to the public for review. follows: NOW, THEREFORE, BE IT RESOLVED by the City of Carmel Board of Public Works and Safety as 1. The foregoing Recitals are incorporated herein by this reference. 2. The receipt of the Contract is hereby acknowledged. 3. The Contract shall be promptly filed in the office of the Clerk -Treasurer and thereafter made available to the public for review. SO RESOLVED this�� day of {`�c� , 2017. CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: j Ja es Brainard, Presiding Officer T _a_. ATTEST: S:T BasslMy Documents\BPW-Resolutions12017\Acknowledge Jackson Switzer Agreement.docx2/8/2017 9:25 AM Jackson Switzer Office of the Clerk -Treasurer - 2017 Appropriation #4340303; P.O.# Contract Not To Exceed $960 AGREEMENT FOR INDIVIDUAL CONTRACTED SERVICES THIS AGREEMENT FOR INDIVIDUAL CONTRACTED SERVICES ("Agreement") is hereby made and entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety (hereinafter "City"), and (hereinafter "Individual"). 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 Individual contracted assistance in fulfilling its foregoing responsibilities; and WHEREAS, Individual is experienced in providing and desires to provide to City the contracted services ("Services") referenced herein; and WHEREAS, City desires to engage Individuals 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 Individual 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 Individual as an independent contractor for the Services set forth in attached Exhibit A, incorporated herein by this reference. 2.2 Individual understands and agrees that City may, from time to time, request Individual to provide additional or modified Services to City. When City desires additional Services from Individual, the City shall notify Individual of such additional Services desired, as well as the time frame in which same are to be provided. Only after City has approved Individual's time and cost estimate for the provision of such additional Services, has encumbered sufficient monies to pay for same, and has authorized Individual, in writing, to provide such additional Services, shall such Services be provided by Individual 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. Jackson Switzer Office of the Clerk -Treasurer - 2017 Appropriation #4340303; P.O.# Contract Not To Exceed $960 SECTION 3. CITY'S RESPONSIBILITIES 3.1 City shall provide such information as is reasonably necessary for Individual to understand the Services requested. 3.2 City shall provide all data required for provision of Services. Individual may assume that all data so provided is correct and complete. 3.3. City shall arrange for Individual to enter upon public and private property as reasonably required for Individual to perform the Services. 3.4 City shall designate payment of the Services from City budget appropriation number 4340303 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. INDIVIDUAL'S RESPONSIBILITIES 4.1 Individual shall perform the Services pursuant to the terms of this Agreement and within any applicable time and cost estimate. 4.2 Individual shall coordinate with City its performance of the Services. 4.3 Individual 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 Individual estimates that the total price for the Services to be provided to City hereunder shall not exceed Nine Hundred Sixty Dollars ($960.00) and will be billed at a rate of Eight dollars ($8.00) per hour (the "Estimate"). Individual 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 Individual Services Invoice attached hereto as Exhibit B, incorporated herein by this reference. City shall pay Individual 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 Individual 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. 2 Jackson Switzer Office of the Clerk -Treasurer - 2017 Appropriation #4340303; P.O.# Contract Not To Exceed $960 SECTION 6. TERM Unless otherwise terminated in accordance with the termination provisions set forth in Section 7.1 herein below, this Agreement shall be in effect from the Effective Date through no later than March 31, 2017. SECTION 7 7.1 Termination. , MISCELLANEOUS 7.1.1 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City or Individual, without cause, upon five (5) 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 Individual'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, individual 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 Bindinq Effect. City and Individual, 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 Individual nor any of its agents, employees or contractors is a City employee. Individual 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. Individual 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 Individual regarding or related to the subject matter of this Agreement. This indemnification obligation shall survive the termination of this Agreement. Jackson Switzer Office of the Clerk -Treasurer - 2017 Appropriation #4340303; P.O.# Contract Not To Exceed $960 7.5 Liens. Individual 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 Individual 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 Individual's sole cost and expense. 7.6 Default. In the event Individual: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Individual'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 Individual and to exercise any other rights or remedies available to it at law or in equity. 7.7 Government Compliance. Individual agrees to comply with all laws, executive orders, rules and regulations applicable to Individual's performance of its obligations under this Agreement, all relevant provisions of which being hereby incorporated herein by this reference, to keep all of Individual's required Individual licenses and certifications, if applicable, valid and current, and to indemnify and hold harmless City from any and all losses, damages, costs, liabilities, damages, costs and attorney fees resulting from any failure by Individual to do so. This indemnification obligation shall survive the termination of this Agreement. 7.8 Indemnification. Individual 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 intentional or negligent act or omission of Individual 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. Individual 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. Jackson Switzer Office of the Clerk -Treasurer - 2017 Appropriation #4340303; P.O.# Contract Not To Exceed $960 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 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 Office of the Clerk -Treasurer One Civic Square Carmel, Indiana 46032 ATTENTION: Linda Harvey INDIVIDUAL: Jackson C. Switzer 11434 Sutton Place Dr. W. Carmel, IN 46032 Notwithstanding the above, City may orally provide to Individual 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 January 17, 2017. 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. Jackson Switzer Office of the Clerk -Treasurer - 2017 Appropriation #4340303; P.O.# Contract Not To Exceed $960 7.15 Non -Assignment. Individual 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 Individual 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 Individual, 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 Individual's property. 7.21 Personnel. Individual 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 Individual or under his supervision and all personnel engaged in the work shall be fully qualified to perform such services. Jackson Switzer Office of the Clerk -Treasurer - 2017 Appropriation #4340303; P.O.# Contract Not To Exceed $960 7.22 Records and Inspections Individual 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 Project Individual 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, Individual 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. § 5-22-16.5, the Individual shall certify that, in signing this Agreement, it does not engage in investment activities within the Country of Iran. 7.25 Access To Public Records Act Individual 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 Individual 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 sec., as amended. (Remainder of page intentionally left blank) 7 Jackson Switzer Office of the Clerk -Treasurer - 2017 Appropriation #4340303; P.O.# Contract Not To Exceed $960 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA by and through its Board of Public Works and Safety AN L, 41-Im % James Brainard, Presiding Officer Date: a / G / m Mary Ann Burke, Member Date: Lori S. Watson, Member Date: ATTEST: unmittngrauie�- Date: ih It* Jackson C. Switzer As u� A rized Signature Printed Name: --sc), cysoyl �V IV -1 - Title: Last Four of SSN if Sole Proprietor: To Be Provided Later Date: V -I 8 Jackson Switzer Office of the Clerk -Treasurer - 2017 Appropriation #4340303; P.O.# Contract Not To Exceed $960 Scope of Services Jackson C. Switzer Scope of services include data entry into the ADP payroll system in support of the ADP software implementation. Other related tasks may be requested from time to time. Fee for Services: Services rendered shall be billed at a rate of Eight Dollars ($8.00) per hour. EXHIBIT A Jackson Switzer Office of the Clerk -Treasurer - 2017 Appropriation #4340303; P.O.# Contract Not To Exceed $960 Invoice Name of Company. Address & Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Date: Signature Printed Name EXHIBIT B 10 Goods Services Person Providing Goods/Services Date Goods/ Service Provided Goods/Services Provided (Describe each good/service separately and in detail) Cost Per Item Hourly Rate/ Hours Worked Total GRAND TOTAL Signature Printed Name EXHIBIT B 10