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HomeMy WebLinkAboutKelsey, CharleneKelsey DOCS 2000 07- c52__, oo. O<g' APPROVED, 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 Board of Public Works and Safety (hereinafter "City"), and Charlenes~y (l~ereinafter "Professional"). RECITALS WHEREAS, City owns and is responsible for its public works, which responsibility includes, by way of illustration and not by way of limitation, the planning, design, construction, operation and maintenance of the City' s infrastructure system; and WHEREAS, from time to time, City needs professional administrative and executive secretarial consulting services to assist it in effectively and efficiently fulfilling its foregoing responsibilities; and WHEREAS, Professional is experienced in providing such professional consultation and training services as are covered by this Agreement; and WHEREAS, City desires to engage Professional as an independent contractor for the purpose of providing to City, on a non-exclusive basis, the professional services referenced herein; and WHEREAS, Professional is qualified and desires to provide City with such professional services. 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. 2.1 2.2 SCOPE OF SERVICES. City desires to engage Professional as an independent contractor for the professional services ("Services") set forth in attached Exhibit A which is incorporated herein by this reference. Professional desires to provide the Services to City. Professional acknowledges that it has read and understands this Agreement, Professional's acceptance and/or provision of any Services hereunder shall Professional's acceptance of this Agreement and of all its terms and conditions. and that constitute [eb:msx~ord:z la~e bass my docmncnts profscrvices'kclscy.doc:l 2 li00] Kelsey DOCS 2000 2.3 Professional understands and agrees that City reserves the right, at any time, to direct changes, or cause Professional to make changes, in the Services provided, or to otherwise change the scope of the work covered by this Agreement, and Professional agrees to promptly make such changes. Any difference in price or time of performance resulting from such changes shall be equitably adjusted by City and Professional after receipt of documentation from Professional in such form and detail as City may require. 2.4 Professional expressly warrants that all Services covered by this Agreement will conform to the specifications, drawings, samples, instructions, directions and/or descriptions furnished to City by Professional or by Professional to and accepted by City, and that such Services will be performed in a timely manner, in a good and workmanlike manner and free from defects. 2.5 Time is of the essence of this Agreement. SECTION 3. CITY'S RESPONSIBILITIES 3.1 City shall furnish to Professional, upon request, such studies, reports and other available data in City's possession as City considers reasonably pertinent to the Services to be provided, and which Professional shall be entitled to rely upon in performing the Services, unless, in its review of same, Professional determines that such information is not consistent and fails to so notify City; and 3.2 Arrange and make all provisions for Professional to enter upon public and private property as reasonably required for Professional to perform the Services; and 3.3 Make reasonably available to Professional for consultation, as needed, such individuals as are necessary for Professional to provide the Services to City. 3.4 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 within such time and cost estimate as Professional and City may agree, and pursuant to any other terms and conditions set forth or referenced herein or attached hereto. 4.2 Professional shall coordinate its performance, in the form of physical meetings and/or status reports, with the Mayor or his duly authorized representative, pursuant to a mutually agreeable schedule and/or as circumstances dictate. 4.3 Professional shall provide the Services by following and applying at all times the highest professional and technical guidelines and standards. [eb:msxxoxd:/: lax~c bassmy documents profsclviccskclse.,,.doc: 1'2100] 2 Kelsey DOCS 2000 SECTION 5. COMPENSATION 5.1 As full and complete compensation for the Services performed by Professional hereunder, and subject to the terms and conditions contained in this Agreement, including, but not limited to, the termination provisions set forth in paragraph 7.1 hereinbelow, City shall pay Professional the total sum of not more than Three Thousand Dollars ($3,000.00), at a fee of Twenty-Five Dollars ($25.00) per hour. 5.2 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, which is incorporated herein by this reference. City shall pay Professional for all undisputed Services rendered and stated on such invoice within thirty (30) days after the date of City's receipt of same. If the undisputed portion of an invoice amount is not paid within thirty (30) days of its receipt by City, Professional shall so notify City. If such undisputed portion of the invoice amount is not thereafter paid within five (5) business days after City' s receipt of such notice, then a late charge in a sum equal to one percent (1%) of such unpaid and undisputed invoice amount shall accrue and be immediately due and payable by City to Professional as a separate debt for each month same remains unpaid. 5.3 In the event an invoice amount is disputed, City shall so notify Professional. If such dispute is not resolved to City's satisfaction within ten (10) business days after notice of such dispute is sent by City to Professional, City shall pay such amount, under protest, into the City Court of Carmel, which Court shall hold same until notified of a resolution signed by both parties hereto or the entry of a final judgment thereon. SECTION 6. TERM Subject to the termination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be in effect from the Effective Date through December 31, 2000, and shall thereafter, on the first day of January in each subsequent year, automatically renew for a period of one ( 1 ) year, unless earlier terminated in accordance with the terms and conditions hereof. 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 to the other party. 7.1.2 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City for cause, or upon City's failure to appropriate monies sufficient to pay for same, immediately upon Professional's receipt of City's "Notice To Cease Services." [eb:tnsword:z: la%~ c basslily documemsprol~csviccs,kelscy.doc: 1,21/00] 3 Kelsey DOCS 2000 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 of same that are not in dispute. Disputed compensation amounts shall be resolved as set forth in paragraph 5.3 hereinabove. 7.2 Binding Effect. City and Professional, and their respective officers, officials, agents, partners, successors, executors, administrators, assigns and legal representatives are bound to the other and to its officers, agents, partners, successors, executors, administrators, assigns and legal representatives, in all respects as to all covenants, agreements and obligations of this Agreement. 7.3 No Third Party Beneficiaries. Nothing contained herein shall be construed to give any rights or benefits hereunder to anyone other than City and/or Professional. 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, contractors, subcontractors and outside sources are or shall become employees of City. Furthermore, Professional shall have the sole responsibility to pay to or for its agents, employees, contractors, subcontractors and outside sources all statutory, contractual and other benefits and/or obligations as they become due, and City shall not be responsible for same. Rather, the compensation to be paid hereunder by City to Professional shall be the full and maximum amount of compensation and monies required of City to be paid to Professional hereunder. Professional hereby warrants and indemnifies City for and from any and all costs, fees, expenses and/or damages incurred by City as a direct or indirect result of any statutory, contractual or other claim for wages, benefits or otherwise by any agent, employee, outside source, contractor or subcontractor of Professional regarding or related to the subject matter of this Agreement. This indemnification obligation shall survive the termination of this Agreement. 7.5 Indemnification. Professional hereby warrants and indemnifies City from any and all claims for damages under workers' compensation, occupational disease and/or unemployment compensation acts, because of errors and omissions, because of bodily injury, including, but not limited to, personal injury, sickness, disease or death of any and all of Professional's employees, agents, contractors, subcontractors or outside sources, and/or because of injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom. {cb ms~ord/[a~x c b,l=s np, documents prol~crxiccs kclsc~,doc: I 21 00] 4 Kelsey DOCS 2000 7.6 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 of record and Professional fails to remove it within ten (10) days after the date of filing thereof, by payment or bonding, City shall have the right to pay such lien or obtain such bond, all at Professional's sole cost and expense. Professional shall indemnify and hold harmless City from and against any and all liabilities, losses, claims, costs, attorney fees, expenses and/or damages incurred by City in connection with any such lien or the removal thereof. This indemnification obligation shall survive the termination of this Agreement. 7.7 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 (or such shorter period of time as is commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or breach; or (d) becomes insolvent, files, or has filed against it, a petition in bankruptcy, for receivership or other insolvency proceeding, makes a general assignment for the benefit of creditors or, if Professional is a partnership or corporation, dissolves, each such event constituting an event of default hereunder, City shall have the right to, among other things: (1) terminate all or any part of this Agreement, without liability to Professional; (2) perform or obtain, upon such terms and in such manner as it deems appropriate in its sole discretion, the Services which were to be provided by Professional and Professional shall be liable to City for any excess costs to City in performing or obtaining same; and/or (3) exercise any other right or remedy available to City at law or in equity. 7.8 Government Compliance. Professional agrees to comply with all present and future federal, state and local laws, executive orders, rules, regulations, codes and ordinances which may be applicable to Professional's performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference. Professional agrees to indemnify and hold harmless City from any and all losses, damages, costs, attorney fees and/or liabilities resulting from any violation of such law, order, rule, regulation, code or ordinance. This indemnification obligation shall survive the termination of this Agreement. 7.9 Indemnification. Professional shall indemnify and hold harmless City and its officers, officials, employees, agents, assigns and legal representatives from any and 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 Professional and/or any of its employees, agents, outside sources, contractors or subcontractors in the performance of this Agreement, or otherwise. The failure to do so shall constitute a material breach of this Agreement. This indemnification obligation shall survive the termination of this Agreement. icb Jns%kold/ld%~ c ba>, Ill> doculnctas pEol'scr'xiccs kclsc~, doc I 21 i}0] 5 Kelsey DOCS 2000 7.10 Discrimination Prohibition. Professional represents and warrants that it and each of its employees, agents, contractors, subcontractors and outside sources shall comply with all existing and future laws of the United States, the State of Indiana and City 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. City reserves the right to collect a penalty as provided in IC 5-16-6-1 for any person so discriminated against. This indemnification obligation shall survive the termination of this Agreement. 7.11 Severability. If any provision or portion of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision or portion thereof shall be stricken, and all other provisions of this Agreement which can operate independently of such stricken provision shall continue in full force and effect. 7.12 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: PROFESSIONAL: City of Cannel One Civic Square Carreel, IN 46032 ATTN: Steve Engelking (with a copy to the City Attorney, Department of Law, same address) Charlene Kelsey 1787 Timber Heights Drive Indianapolis, Indiana 46280 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 five (5) business days from the date of such oral notice. 7.13 Effective Date. The effective date ("Effective Date") of this Agreement shall be July 5, 1999. [cb m/~o~d / laxx c bass nLx documents plol'scrxiccs kc[sc5 doc I 21 00] 6 Kelsey DOCS 2000 7.14 7.15 7.16 7.17 7.18 7.19 7.20 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 further agree that, in the event a lawsuit is filed hereunder, they waive any rights to a jury trial they may have, agree to file any 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. 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. Non-Assignment. Professional shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not delegate its obligations under this Agreement, without City's prior consent. 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. 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. 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. Advice of Counsel The parties warrant that they have read this Agreement and understand it, are fully aware of their respective rights, have had the opportunity for the advice and assistance of an attorney throughout the negotiation of this Agreement, and enter into this Agreement freely, voluntarily, and without any duress, undue influence, coercion or promise of benefit, except as expressly set forth herein. [cbmsx~o~d / lag, c bas~ nty documents plofscr\ices kc[sc.~ doc I 2100] 7 Kelsey DOCS 2000 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 BY: Jam Date ~nard, Presiding Officer CHARLENE KELSEY Charlehe Ke sey 7 Date: ~ ~7/2 o o o Billy Walker, Member Date: [eb:nlsx~ord / la~x c b,~ss'm.,, documents pml~crviccs kclscydoc: I 21,00] 8 Kelsey DOGS 2000 EXHIBIT A Provide professional executive secretarial and administrative assistance to the Department of Community services, as needed, for a total fee of Twenty-Five Dollars ($25.00) per hour. [cb:msx~ord/: ]a~ c bass m> documents prol'scrxiccs kclsc> doc: I 21'00) 9 Kelsey DOCS 2000 Name of Company: Address & Zip: Telephone No.: Fax No.: EXHIBIT B Professional Services Invoice Date: Project Name: Invoice No: Person Performing Service Service Services Provided Date (Describe in detail in tenth hour units) Hourly one- Rate Hours Worked Total GRAND TOTAL Signature Printed Name [cb nlsx%old / I,m c ba,,,s m3 docunlcms prol~crxiccs kcl~c> doc l 21 00] l 0 February 4, 2000 Charlene Kelsey 1787 Timber Heights Drive Indianapolis, IN 46280 Dear Ms. Kelsey: On February 2, 2000, the Board of Public Works and Safety approved a contract to do business with your company. Enclosed is a copy of the signed agreement. Please review the enclosed sample invoice (Exhibit B of your contract). You do not need to use this specific form, but we require you to submit the requested information in a similar layout. This format replaces any other form previously used by the City and is effective upon approval of your contract. Please call Clerk-Treasurer Diana Cord ray at 571-2414 if you have any questions. Sincerely, Robin L. Butler Deputy Clerk Enclosure pc: Steve Engelking, Department of Community Services · ONE CIVIC SQUARE CARMEL, INDIANA 46032 317/571-2400