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HomeMy WebLinkAboutDebra M. GrishamParks/DOL Legal Services APPROVED, AS TO FORM BY: , PROFESSIONAL SERVICES AGREEMENT THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement"), is entered into by and between City of Carmel, by and through its Board of Public Works and Safety, One Civic Square, Carmel, IN 46032 ("City"), and the Carmel/Clay Board of Parks and Recreation, One Civic Square, Carmel, IN 46032 ("Park Board"), through its President, Judy Hagan. WITNESSETH THAT: WHEREAS, City has employed a City attorney ("City Attorney") to serve at the pleasure of the Mayor and to operate and manage City's Department of Law ("Department"), with an office at One Civic Square, Cannel, IN 46032; and WHEREAS, Park Board desires that Department manage Park Board's legal service needs; and WHEREAS, City has agreed to allow Department to manage Park Board's legal services needs. NOW THEREFORE, in consideration of the foregoing recitals and the mutual covenants and conditions set forth herein, City and Park Board agree to the following terms and conditions: SECTION I INCORPORATION OF RECITALS The foregoing recitals are hereby incorporated into this Agreement and made a part hereof. SECTION 2 SCOPE OF SERVICES City, by and through Department, shall manage and provide, or cause to be provided, legal assistance to Park Board with respect to Park Board's legal needs from time to time. h is agreed that Park Board's legal needs may include, but are not limited to, the following: consultation; Parks/DOL Legal Services document preparation and negotiation for land acquisition, development and use; coordination with the Clay Township Trustee ("Trustee"); monthly legal services reports; attendance at monthly Park Board meetings; weekly meetings with Park Board designee(s); management of litigation and management of bond issues (collectively, "Services"). Because City and Park Board understand that their respective interests shall often be similar, the parties agree that the Services for which Department shall charge Park Board are only those services which are specifically requested or approved by Park Board or its designee(s). Should either party believe that it's interests are, or could be, jeopardized by Department's performance of any portion of the Services, the concerned party shall notify the other party and Park Board shall be flee to contract with another legal consultant for such portion of the Services. As of the Effective Date, Park Board's designee shall be its President, Ms. Judy Hagan. SECTION 3. SUBCONTRACTING. It is understood that City may subcontract, delegate or assign the performance of the Services or any portion thereof to a person other than a City employee who has the qualifications necessary to perform such Services (a "Subcontractor"), upon notice to Park Board or its designee(s) and Trustee. Any such subcontract, delegation or assignment shall not relieve City from the performance of its obligations under this Agreement. Should Park Board object to the selection or work product of Subcontractor(s), Park Board shall so notify City and unless City can satisfy Park Board's concerns and otherwise resolve its objection(s), City shall terminate Subcontractor's arrangement and select another Subcontractor(s) to complete the work to be performed by the terminated Subcontractor(s). Each Subcontractor shall keep confidential all matters directly or indirectly related to the performance of the Services and shall execute a written agreement to this effect. Parks/DOL Legal Services SECTION 4. TERM. This Agreement shall be in effect from January 1, 1997 through and including December 31, 1997, subject to Section 7 hereinbelow and may be renewed pursuant to Section 9 hereinbelow. SECTION 5. COMPENSATION. A. Method of payment. Park Board shall compensate City or Subcontractor(s) in accordance with the compensation schedule and arrangements set forth in Exhibit A, which is attached hereto and incorporated herein by this reference. Park Board shall, in addition, pay claims submitted by City, if any, on a monthly basis, for, but not limited to, long distance telephone fees and other reasonable out-of-pocket expenses and costs related directly to the Services requested or reasonably necessary to perform the Services. B. Invoice prior to payment. City shall submit properly itemized invoices to Park Board for the Services performed and expenses incurred under this Agreement, and shall cooperate with and provide any other necessary information requested by Park Board regarding same. Park Board shall pay all invoices pursuant to Exhibit A and within ten (10) days following the monthly meeting of Park Board at which such invoice is approved. SECTION 6. PARK BOARD'S COOPERATION. Park Board shall provide City access to all information, data, personnel and reports that are existing, available and in Department's opinion necessary for the rendering of the Services requested, at no charge to City, and otherwise cooperate with Department. Parks/DOL Legal Services SECTION 7. INDEPENDENT CONTRACTOR. The parties agree that City Attorney and any Subcontractor(s) retained by City are independent contractors as that term is commonly used and are not employees of Park Board. As such, Subcontractor(s), for themselves, and City, for itself, so long as it employs attorneys, are each solely responsible for the respective taxes they each incur and no taxes shall be withheld from the sums paid to Subcontractor(s) and/or to City, respectively. SECTION 8. INSURANCE AND INDEMNIFICATION. The parties acknowledge that they carry their own insurance coverage and that neither insures the other. Each party hereby agrees to hold the other party harmless from and indemnify the other against loss, cost, claim or expense, whether direct, incidental or consequential, (including attorney fees), arising from acts, errors or omissions made by said parties in the good faith performance of their responsibilities hereunder. This Section 8 shall survive the expiration or termination of this Agreement. SECTION 9. TERMINATION. Either party may terminate this Agreement without cause upon thirty (30) days' prior written notice. Upon a receipt of such notice, Department shall immediately cease and/or cause to cease all work on the Services being provided pursuant to this Agreement, except as specifically authorized in writing by Park Board, by and through its designee(s), or by law or professional ethical requirements. In the event this Agreement is terminated, Park Board shall fully compensate City and all Subcontractors for all Services performed up to and including the date of termination, including all Additional Services (as defined in Exhibit A, attached hereto) and the payment of all necessary expenses associated with ending this Agreement. City shah Parks/DOL Legal S~rvices deliver to Park Board all work product and associated documentation prepared prior to and including the date of termination. In the event that the Services performed pursuant to this Agreement are unsatisfactory, or City otherwise commits a material breach of this Agreement, City shall have fourteen (14) business days after receipt of written notice from Park Board describing such alleged unsatisfactory services or material breaches to rectify, correct or cure the stated problem(s) at no additional cost to Park Board. If City fails to rectify, correct or cure such stated problem(s) to the satisfaction of Park Board within that period, Park Board may, as ks only remedy, immediately terminate this Agreement upon delivery of written notice to City. Park Board shall compensate City for all Services satisfactorily provided prior to the effective date of such termination. The parties agree that the Services are of a personal nature, are highly professional in nature and that the identity of the individual(s) personally responsible for performing such Services is of prime importance to Park Board. The parties agree that if Debra Grisham CGrisham") terminates her employment with City and is no longer performing legal work for City, Park Board may, but is not be obligated to, continue to contract with either City and/or with Grisham individually for all or any part of such Services, should Grisham wish to perform same. Any such contractual relationship between Park Board and Grisham shall not include City as a party. SECTION 10. This Agreement may be amended, modified, renewed or supplemented only by a written instrument signed by each of the parties hereto, and any such amendment may pertain to one or Parks/DOL Legal Services more than one of the provisions of this Agreement without effecting the other provisions of this Agreement. SECTION 11. NOTICE. Any notice, invoice, order or other correspondence required to be sent under this Agreement shall be in writing and either hand-delivered or sent by first-class U.S. mail, postage prepaid, addressed to the parties at the following addresses: PARK BOARD CITY: The Cannel/Clay Board of Parks and Recreation c/o Carmel Clay Parks and Recreation One Civic Square Carmel, IN 46032 Attention: President Judy Hagan Carmel Board of Public Works and Safety One Civic Square Carmel, IN 46032 Attention: The Honorable James Brainard, Mayor (with a copy to City Attorney, Department of Law, same address) SECTION 12. APPLICABLE LAWS. This Agreement shall be governed by the applicable laws of the United States, the State of Indiana, except for its conflicts of laws provisions, and all municipal ordinances and codes of City, as the same shah be in full force and effect upon the Effective Date. SECTION 13. EFFECTIVE DATE. This Agreement shall be presented to each party for review, acceptance, and approval pursuant to applicable law. The Effective Date is the date on which the last of the parties hereto approves and executes this Agreement. SECTION 14. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or enforceable by a court of competent jurisdiction, that provision shall be stricken, and all other provisions of this Agreement which can operate independemly of such stricken provision shall continue in full force and effect. Parks/DOL Legal Services SECTION 15. INTEGRATION. This Agreement represents the entire understanding between City and Park Board with respect to the subject matter contained herein, and supersedes all prior negotiations, representations, and/or contracts, either oral or written, relating thereto. SECTION 16. RECORDS. Department shall maintain proper accounting records for the scope of all Services performed pursuant to this Agreement and provide an accounting for all charges and expenditures as may be necessary for audit purposes. All records shall be subject to inspection and examination by Park Board's representatives at reasonable business hours with 48 business hours prior written notice. [balance of page intentionally left blank] Parks/DOL Legal Services IN WITNESS WHEREOF, City and Park Board have executed this Agreement on the dates shown below. CARMEL/CLAY BOARD OF PARKS AND RECREATION: BY: ~ ~ ,_. Date: 5'- / 3- ~ 7 Jud3~lt~gan, ~Presid~nt Cannel/Clay Board of Parks and Recreation CITY OF CARMEL, BY AND THROUGH ITS BOARD OF PUBLIC WORKS AND SAFETY es Brainard, Mayor eri~ · , alki_~,~me,;ber Date: ATTEST: Diana L. Cordray, Clerk ~--,xApproved as to form and substance: Date: Parks/DOL Legal Services EXHIBIT A TIME FRAME AND COMPENSATION SCHEDULE AND ARRANGEMENT 1/1/97 - 6/30/97 $3,000.00 7/1/97 - 12/31/97 $3,000.00 The above-referenced sums of $3,000.00, individually and collectively, as the context of this Schedule demands, represent the "Base Compensation". As a sentice to Park Board for the 1997 calendar year, Department will donate to Park Board, to the extent Department' s schedule permits, an average of five (5) hours per week of Department' s time. Should Department subcontract for the performance of Services, Department will submit such Subcontractor' s invoices to Park Board for its review and approval. Payment shall be made by Park Board directly to Subcontractor, with a copy of such payment to Department. Subcontractor' s fees shall be subtracted from the Base Compensation. Park Board shall request that Trustee notify it and Department at such time that the balance of the Base Compensation is at or near One Thousand Dollars ($1,000.00). Unless Park Board is willing to take the steps necessary to increase the Base Compensation, Department will direct all Subcontractors to cease all work, other than that which can be accomplished for the balance of the Base Compensation, such work to be prioritized by Park Board or its designee(s). Any balance of the Base Compensation as of June 30, 1997 or December 31, 1997, respectively, shall be paid to City. The Base Compensation does not include the money necessary for special projects, (which projects themselves are reasonably expected to cost approximately $1,000.00 or more in legal fees), litigation fees or bond counsel fees for a bond issue (individually and collectively, the "Additional Sentices"). Prior to Department' s commencement of work on Additional Services, the projected cost thereof shall be submitted to Park Board for its review and approval. It is agreed by the parties that, for calendar year 1997, Department will provide such Additional Services to Park Board as are not subcontracted to outside counsel at an attorney rate of $85.00 per hour and at a paralegal rate of $25.00 per hour. City will not charge Park Board for any bond fees in addition to what the selected bond counsel charges. DebraM. Grisham Attomey at Law 4684~~~,~,~C~el, Indiana 46033 October 9, 1997 ,~p~ilOVED, AS TO ~ORM BY'~:-. The Honorable James C. Brainard, Members of the Board of Public Works and Safety Mr. Douglas Haney One Civic Square Carmel, Indiana 46032 Re: Professional Services Dear Mayor, Members of the Board of Public Works and Safety and Doug: As you requested, the purpose of this letter is to confirm that October 15, 1997 is the effective date of my resignation from the appointed position of City Attomey and the terms of and conditions under which I will continue, upon request, to provide legal services to the City of Carmel, the Carmel/Clay Plan Commission, the Board of Zoning Appeals, and/or the Carmel/Clay Board of Parks and Recreation, (collectively, referred to herein as the "City") as an independent contractor and not as a City employee. The scope of my legal services shall include research and legal counsel on matters of municipal law and issues related thereto, and attendance at meetings, as and when requested. My representation of clients is govemed by the Rules of Professional Conduct, as adopted by the Supreme Court of Indiana. I will advise the City when and if I reasonably believe that my representation of the City will adversely affect my relationship with, or my representation of, another client and if such client fails to consent to my representation of the City after consultation. My fees will be based on the hours actually worked unless there is an acceptable method by which I can provide services on a project by project basis. Any such arrangement will be preceded with a wdtten request therefore and the execution of a mutually acceptable fee and expense agreement. My houdy billing rate of $125.00 per hour will be discounted to $115.00 per hour for the first twenty (20) hours of legal services I provide to the City dudng each calendar month after which my houdy billing rate will return to $125.00 per hour for any additional services provided to the City that month. My houdy billing rate will be adjusted annually. Other charges which will be included in my invoices will include long distance telephone tolls, messenger, couder and express delivery charges, as well as reasonable telecopy and outgoing fax charges, pdnting and reproduction charges, filing fees, travel expenses and computedzed legal research charges. My fees will be billed on a monthly basis unless otherwise agreed and are due upon receipt. AI'PROV ED A~ ~ FORM BY:~ September 10, 1994 I may elect to form a corporation or other entity as may be desirable under Indiana law under which to practice law and ask you to acknowledge that upon completion of the formation thereof, that a simple notification is all that is required of me to effect an assignment of this engagement letter to such entity, so long as this arrangement is in conformance with Indiana law. You may terminate this engagement at any time simply by notifying me. I may terminate this engagement for nonpayment of fees and other charges and where I am required or permitted to do so by the Rules of Professional Conduct after giving you masonable notice and allowing time for you to engage successor counsel, if necessary. If this letter accurately sets forth our agreement and your understanding, please so indicate in the space provided below and mtum a signed copy of this letter to me. I ask you to acknowledge that, in reviewing and executing this letter, you have not relied on any advice provided by me but instead have acted solely in reliance upon the advice of other counsel. I look forward to working with you in this new capacity. If you have any questions, please call me. Debra M. Gdsham APPROVED AND ADOPTED THIS 15TM DAY OF OCTOBER, 1997: ~/~~or Ja es Br inard Ma~ A~~~e, Member Billy Walker, Member Diana Oo~dray, GdshamCounselengage · P~e2 October 17, 1997 Debra M. Grisham Attorney at Law 4684 Cheval Place Carmel, Indiana 46033 Re: Agreement Enclosed is a copy of the contract signed by the Carmel Board of Public Works and Safety October 15, 1997. Please call Clerk-Treasurer Diana Cordray at 571-2414 if you have any questions. Sincerely, Rebecca L. Wolf Deputy Clerk cc: file, city atty APPROVED, AS TO FORM BY: .... October 27, 1997 Members of the City of Carmel Board of Public Works and Safety The Honorable James Brainard Mary Ann Burke Billy Walker One Civic Square Carmel, Indiana 46032 Via Hand Delivery Re: City of Carmel Department of Law Professional Services Agreement Dear Members of the Board: Pursuant to my discussion with Douglas Haney, the acting City Attorney for the City of Camel, regarding the management of the legal affairs of the Carreel/Clay Board of Parks and Recreation (the "Park Board"), the Park Board hereby submits to the City notice of its desire to terminate that certain agreement entitled "Professional Services Agreement" executed by the Board of Public Works and Safety on March 19, 1997 and by myseff on May 14, 1997 (the "Agreement"), which notice memorializes the oral notice to this effect given the City on or about October 15, 1997. As of October 15, 1997, the City's Legal Department will no longer provide legal services to the Park Board and will not receive any new legal matters from the Park Board. The Park Board will pay to the City the amount of $1,750.00 on or before January, 1998 as the Park Board' s payment in full for services performed under the Agreement. Realizing that Debra Grisham, Attorney at Law, has contracted with the Board of Public Works and Safety to perform legal services as requested by the City, the Park Board has or plans to contract with Debra Grisham, Attorney at Law, to manage the Park Board' s legal affairs and asks that the Board of Public Works and Safety give its consent to Ms. Grisham' s performance of such services for the Park Board and waive any and all conflicts of interest that may arise out of Ms. Grisham' s respective work for the Park Board and for the City. Please sign in the spaces set forth below to evidence the Board' s acceptance of this termination notice and the terms set forth herein. Very truly yours, dy gan President Carmel/Clay Board of Parks and Recreation CC: John Hensel, Township Trustee Douglas Haney, acting City Attorney Debra Grisham, Attorney At Law One Civic Square, Carmel, IN 46032-7569 Phone: (317) 848-PARK Fax: (317) 571-2468 Growth through a Foundation of Fun 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: · Bill~alker, Member Date: //~ [~d~ Carmel/Clay Board of Parks and Recreation BY: Printed Name: Title: ~v-e~ ~ Date: