HomeMy WebLinkAboutSimon and Company, Inc./Mayor Co, ,ny, i. c.'
Utilities Dept - 2002
Consulting Services
PO #W04178 01.6360.08 $13,750.00;#S07397 01.7360.08 $13,750.00
Contract Nol To Exc~d $27,500.00
T9
FORM BY:~
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 Simon and Company, Inc (hereinafter. "Professional").
RECITALS
WHEREAS, the City of Carmel Utilities Department is responsible for the City's water and
sewage service, which responsibility includes, but is not limited to, the planning, design, construction,
operation and maintenance of the City's municipal water and sewage systems; and
WHEREAS, from time to time, the Utilities Department needs professional services in the area of
intergovernmental and federal affairs to assist it in fulfilling its foregoing responsibilities (the "Services");
and
WHEREAS, Professional is experienced in providing such Services as are covered by this
Agreement and desires to provide the Utilities Department with same; and
WHEREAS, the City desires to engage Professional as an independent contractor for the purpose
of providing to its Utilities Department, on a non-exclusive basis, the Services referenced herein; and
NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions
set forth herein, the City and Professional mutually agree as follows:
SECTION 1.
INCORPORATION OF RECITALS
The foregoing Recitals are hereby incorporated into this Agreement by reference.
SECTION 2.
2.1
2.2
SCOPE OF SERVICES
Professional acknowledges that it has read and understands this Agreement, and that
Professional's execution of same constitutes its acceptance of all Agreement terms and conditions.
Professional tmderstan~ and agrees that thc City may, from time to time, request Professional, on
a non-exclnsive basis, to provide additional professional services to its Utilities Department, the
scope of which shall be as requested and defined by the City or its duly authorized representative.
When City desires additional services from Professional, it shall notify Professional and set forth
Simon and Company, Inc.
Utilities Dept - 2002
Consulting Services
PO #W04178 01.6360.08 $13,750.00;#S07397 01.7360.08 $13,750.00
Contract Not To Exceed $27,500.00
the scope of such additional services desired, as well as the time frame in which such services are
to be rendered. Professional shall then provide, at no cost, a time and cost estimate for such
additional services. Only at, er City has approved Professional's time and cost estimate shall
Professional be authorized to commence such additional services, thc description of which shall be
set forth in documents which shall be numbered and attached hereto in the order approved.
2.3
Professional understands and agrees that the City reserves the right, at any time, to direct
Professional to make changes in the Services and/or additional 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 Time is of the essence of this Agreement.
SECTION 3,
CITY'S RESPONSIBILITIES
3.1
City shall provide such criteria and information as are reasonably necessary for Professional to
understand the Services and/or additional services requested and to provide a time and cost
estimate thereon.
3.2
Once City has accepted Professional's time and cost estimate for the Services and/or additional
services, City shall:
3.2.1 Furnish to Professional, upon request, such studies, reports and other available data in its
possession as City considers reasonably pertinent to the Services and/or additional services to be
provided; and
3.2.2 Arrange for Professional to enter upon public and private property as reasonably required
for Professional to perform the Services and/or additional services; and
3.2.3 Make reasonably available to Professional for consultation, as needed, such individuals as
are necessary for Professional to provide the Services and/or additional services.
3.2.4 Designate payment of the Services and/or additional services from budget appropriation
number 01.6360.08 funds.
3.3
City designates its Utilities Department Director, or his duly authorized representative, to act on
City's behalf on all matters regarding the Services and/or additional services.
SECTION 4.
PROFESSIONAL'S RESPONSIBILITIES
4.1
Professional shall promptly provide to City upon request, a written time and cost estimate for the
Services and/or additional services requested to be performed by Professional.
Simon and Company, Inc.
Utilities Dept - 2002
Coy. suiting Services
PO #W04178 01.6360.08 $13,750.00;#S07397 01.7360,08 $13,750.00
Contract Not To Exceed $27,500.00
4.2
Upon acceptance, the Services and/or additional services shall be performed pursuant to thc terms
of this Agreement, within such time and cost estimate, and pursuant to any other terms and
conditions set forth or referenced herein.
4.3
Professional shall coordinate its performance with the Utilities Department Director or his duly
authorized representative pursuant to a mutually agreeable schedule and/or as circumstances
dictate.
4.4
Professional shall provide the Services and/or additional services by following and applying at all
times the highest professional and technical standards.
SECTION 5.
5.1
Professional estimates that the total price for the Services and related expenses to be provided to
the City's Utilities Department hereunder for calendar year 2002 shall be no more than
$27,000.00. Professional shall submit an invoice to City no more than once every thirty (30) days
for Services and/or additional 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 A, which is incorporated herein by
this reference. City shall pay Professional for all undisputed Services and/or additional services
rendered and stated on such invoice within sixty (60) days after the date of City's receipt of same.
If the undisputed portion of an invoice amount is not timely paid, then a late charge in a sum equal
to one percent (1%) of such unpaid and undisputed invoice amount shall accrue and be due and
payable by City to Professional as a separate debt for each month same remains unpaid.
5.2
Professional agrees not to provide any Services and/or additional Services to City during the time
period covered by an Estimate that would cause the total cost of the Services and/or additional
Services provided by Professional to City hereunder during such time period to exceed the
Estimate, unless City has previously agreed, in writing, to pay an amount in excess thereof.
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, 2002, and shall thereafter, on the first day
of January in each subsequent year, automatically renew for a period of one (1) year.
SECTION 7.
MISCELLANEOUS
7.1 Termination.
7.1.1 The obligation to provide all or any portion of the Services and/or additional 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 and/or additional services
under this Agreement may be terminated by City for cause, or upon City's failure to appropriate
Simon and Company, Inc.
Utilitics Dept - 2002
Consulting Services
PO #W04178 01.6360.08 $13,750.00;#S07397 01.7360.08 $13.750.00
Contract Not To Exceed $27,500.00
monies sufficient to pay for same, 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 and/or additional services
rendered and expenses incurred as of the date of termination of same that are not in dispute, except
that such payment amount shall not exceed the Estimate amount in effect at the time of
termination, unless the parties have previously agreed in writing to a greater amount. Disputed
compensation amounts shall be resolved as allowed by law.
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 ail 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 or outside sources are an
employee 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 fi.om any and all costs, fees,
expenses and/ur 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 Insurance.
Professional shall procure and maintain, with an insurer licensed to do business in the State of
Indiana and reasonably acceptable to City, such insurance as is necessary for the protection of
City and Professional fi.om all claims under workers' compensation, occupational disease and/or
unemployment compensation acts, because of errors and omissions, because of bodily injury,
including, but not limited to, the personal injury, sickness, disease or death of any 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
Simon and Company, Inc.
Utilities Dcpt - 2002
Consulting Services
PO #W04178 01.6360.08 $13,750.00;#S07397 01.7360.08 $13,750,00
Contract Not To Exceed $27,500.00
tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to
employment, subcontracting or work performance hereunder beeanse of race, religion, eoler, 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 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.
7.11 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:
PROFESSIONAL:
City of Carmel Utilities Department
One Civic Square
Carmel, IN 46032
ATTN: John Dully
(with a copy to the City Attorney,
Department of Law, same address)
Simon and Company, Inc.
1660 L Street, N.W., Suite 1050
Washington, D.C. 20036
ATTN: Mr. Len Simon
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 (I 0) business days from the date of such oral notice.
7.12 Effective Date.
The effective date ("Effective Date") of this Agreement, upon its proper execution by each of the
parties hereto, shall be January l, 2002.
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 ail ordinances and codes of the
City of Cannel, Indiana. The parties 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.
Simon and Company, Inc.
Utilities Dept - 2002
Consulting Services
PO #W04178 01.6360.08 $13,7:50.00;#$07397 01.7360.08 $13,750.00
Conlraet Not To Exceed $27,500.00
therefrom. The coverage amounts shall be no less than those amounts set forth on attached
Exhibit B. Professional shall cause its insurers to name City as an additional insured on all such
insurance policies (except on its Professional Responsibility Insurance policy), shall, upon
request, provide City with copies of all such policies, and shall provide that such policies will not
be canceled without thirty (30) days prior notice to City.
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 thc Services and/or
additional services as specified; (c) falls to make progress so as to endanger timely and proper
completion of the Services and/or additional services end does not correct such failure or breach
within five (5) business days after receipt of notice from City specifying such failure or breach; 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, among other things: (1) terminate all or any part of
this Agreement, without liability to Professional and/or (2) exercise any other fight or remedy
available to City at law or in equity.
7.7 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 fi'om any
violation of such law, order, rule, regulation, code or ordinance. This indemnification obligation
shall survive the termination of this Agreement.
7.8 Indemnification.
Professional shall indemnify end 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. The failure to
do so shall constitute a material breach 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, 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 and/or additional services contemplated by this Agreement with respect to hire,
Simon and Company, Inc.
Utilities Dcpt - 2002
Consulting Services
PO #W04175 01.63~0.08 $13,750.00;#S07J97 01.7360.05 $1~,750.00
Contract Not To Exc~d $27,500.00
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 fights and/or remedies nor in
any way affect the rights of such party to require such performance at any time thereafter.
7.15 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.
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.
Thc parties warrant that they have read this Agreement and understand it, have had an opportunity
to obtain the advice and assistance of counsel throughout the negotiation of this Agreement, and
enter into same freely, voluntarily, and without any duress, undue influence or coercion.
$imoo and Company, I~.
Utilities Dept - 2002
Comulting Sowkes
PO #W04178 01.6360.08 $13,750.00;#S07397 01.7360.08 $13,750.00
Conlract Not To Exe~cl $27,500.00
rN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMFI., INDIANA
By and through its Board of
Public Works and Safety
By:
Jame~i;ainard, Presiding Officer
.~s~te: ~ - ~ - ~
Date: ~,~ -- ~ -"-t~ c~
ATTEST:
Diana Cordray,
Date:
SIMON AND COMPANY, INC.
Authorized Signature
Printed Name
Title
SSN if Sole Proprietor:
Date:
Simon and Company, inc.
Utilities Dept - 2002
Comulting Services
PO #W04178 01.6360.08 $13,750.00;#S07397 01.7360.08 $13,750.00
Contract Not To Exceed $27,500.00
EXHIBIT A
Invoice
Name of Company:
Address & Zip:
Telephone No.:
Fax No.:
Date:
ProjectName:
Invoice No:
Person Providing
Goods/Services
Date
IGoo?
[ Service
[Provided
Goods/Services Provided
(Describe each good/service
separately and in detail)
Goods
JCost Per
Item
Services
Hourly
Rate/
Hours
Worked
ITotal
Signature
Printed Name
Simon and Company, Inc.
Utilities D,pt - 2002
Consulting Services
PO #W04178 01.6360.08 $13,750.00;#S07397 01.7360.08 $13,750.00
Conlract Not To Ex¢~d $27,500.00
EXHIBIT B
INSURANCE COVERAGES
Worker's Compensation & Disability
Employer's Liability:
Statutory Limits
Bodily Injury by Accident/Disease:
Bodily Injury by AceidenffDisease:
Bodily Injury by Accident/Disease:
Property damage, contractual liability,
products-completed operations:
$100,000 each employee
$250,000 each accident
$500,000 policy limit
General Aggregate Limit (other than
Products/Completed Operations):
Products/Completed Operations:
$500,000
$500,000
Personal & Advertising Injury
Policy Limit:
Each Occurrence Limit:
Fire Damage (any one fire):
Medical Expense Limit (any one person):
$500,000
$250,000
$250,000
$ 50,000
Comprehensive Auto Liability (owned, hired and non-owned)
Bodily Single Limit:
Injury and property damage:
Policy Limit:
$500,000 each accident
$500,000 each accident
$500,000
Umbrella Excess Liability
Each occurrence and aggregate:
Maximum deductible:
$500,000
$ 10,000