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HomeMy WebLinkAboutGreenInk Consulting/Comm Rel. Greenlnk Consulting Community Relations - 2006 Appropriation #419.99; P.O. #05407 Contract Not To Exceed $3,000.OD GnV-o,d #08,02.0(0,0')..... APPROVED, FORM B 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 GreenInk Consulting(hereinafter "Professional"). / RECITALS WHEREAS, City is committed to maintaining an equitable and competitive compensation system for the benefit of its employees; and WHEREAS, from time to time, City needs consulting or other workforce assistance (the "Services") to assist it in fulfilling the foregoing commitment; and WHEREAS, Professional is experienced in providing and desires to provide to City the 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, the scope of which shall be as requested and defined by the Mayor or his duly authorized representative and attached hereto in the order approved by City. 2.3 Time is of the essence of this Agreement. bpw!mod/2006/ontracts/commrel/greenink/06/15/06 . 1 Greenlnk Consulting Conununity Relations - 2006 Appropriation #419.99; P.O. #05407 Contract Not To Exceed $3,000.00 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 419.99 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 be no more than Three Thousand Dollars ($3,000.00) (the "Estimate"). 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 Servjces Invoice attached hereto as Exhibit J1 incorporated herein by this reference. City shall pay Professional for all undisputed Services rendered and stated on such invoice within sixty (60) days from the date of City's receipt of same, or be subject to a late charge of one percent (I %) of such unpaid and undisputed invoice amount for each month same remains unpaid. 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. SECTION 6. TERM Subject to the termination provisions set forth in Section 7.1 herein below, this Agreement shall be in effect for one (1) year after its Effective Date. bpw/mod/2006/0ntracts/commrel/greenink/06/15/06 2 Greenlnk Consulting Community Relations - 2006 Appropriation #419,99; P,O, #05407 Contract Not To Exceed $3,000,00 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 Partv 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. 7.s Insurance. Professional shall procure and maintain with an insurer licensed to do business in the State of Indiana such insurance as is necessary for the protection of City and Professional from 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 or contractors and/or because of any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom. The coverage amounts shall be no less than those amounts set bpw/mod/2006/ontracts/commrel/greenink/06/15/06 3 Green]nk Consulting Community Relations - 2006 Appropriation #4]9.99; P.O. #05407 Contract Not To Exceed $3,000.00 forth on attached Exhibit C. Such insurance policies shall not be canceled without thirty (30) days' prior written notice to City. 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 and Professional fails to remove it within ten (10) days after the date of filing, City shall have the right to payor bond over such lien at Professional's sole cost and expense. 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 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. 7.8 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, 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 Professional to do so. 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 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 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. 7.10 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, bpw/mod/2006/ontracts/commrel/greeninkl06/1SJ06 4 Green]nk Consulting Community Relations - 2006 Appropriation #4]9.99; P.O. #05407 Contract Not To Exceed $3,000.00 national origin, ancestry, age, disabled veteran status or Vietnam era veteran status. This indemnification obligation shall survive the termination of this Agreement. 7.11 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. 7.12 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: Nancy Heck, Director of Community Relations City of Carmel One Civic Square Carmel, Indiana 46032 Douglas C. Haney, City Attorney Department of Law One Civic Square Carmel, Indiana 46032 PROFESSIONAL: Greenlnk Consulting 877 Bridle Court Carmel, IN 46032-1289 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. 7.13 Effective Date. The effective date ("Effective Date") of this Agreement shall be the.date on which the last of the parties hereto executes same. 7.14 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. bpw/mod/2006/ontracts/commrel/greenink/06/15/06 5 Greenlnk Consulting Community Relations - 2006 Appropriation #419.99: P.O. #05407 Contract Not To Exceed $3,000.00 7.15 Waiver. Any delay or inaction on the part of either party in exerclsmg 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. 7.16 Non-Assignment. Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without City's prior written consent. 7.17 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. 7.18 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. 7.19 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 hcreof. 7.20 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. 7.21 Copvright. 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. bpw/mod/2006/ontracts/co~~el/greenink/06/15/06 6 Greenlnk Consulting Community Relations - 2006 Appropriation #419.99; P.O. #05407 Contract Not To Exceed $3,000.00 7.22 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 sllch services. 7.23 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. 7.24 Accomplishment of Proiect Professional shall commence, carryon, 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 sllch steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on within City's organization. [Remainder of page intentionally left blank] bpw/mod/2006/ontracts/commrel/greenink/06/15/06 7 Greenlnk Consulting Community Relations - 2006 Appropriation #419.99; P.O. #05407 Contract Not To Exceed $3,000.00 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 GREENINK CONSULTING ] mes Brainard, Presi Date: -r" BY: ~~/ Authorized ~i~~ature d' Printed Name: S-rWb ~ /?:hI?& Title: Pe&s~..,.uf" - BY: A ur!f~5~' V1.<:1f- P ~ Lori S. Watson, Member Date: FID/TIN: ~1Mfp-rJ?k5ri'J ~ SSN if Sole Proprietor: 22'1-- 44-' 3ot8' Date: ~7...ve)"1A c?Ij. ~~ , . , ,. -", .:'.... bpw/mod/2006/ontracts/commrel/greenink/06/15/06 8 ,.. . GREENINK CONSULTING 877 Bridle Court Carmel, IN 46032-1289 Tel: 317.843.0767 Cell: 317.847.5022 Fax: 317.566.9987 Proposal No. COC-001 PROPOSAL !!!!! r- Customer Name Nancy Heck, City of Carmel Address via e-mail: NHeck@cLcarmel.in.us City Slate Phone ZIP Dale Proposal No. Rep FOB 06.09.06 COC-001 S9 Hours I Description I Unit Price TOTAL CARMEL VISITORS' GUIDE - SUMMER 2006 , I 60.00 Concept development with Nancy Heck, Michelle Krcmery, Amy Legg $125.00 $7,500.00 Design development with Amy Legg Research for content development Fact gathering, interviews, writing Editing Collaboration on final proof Development of advertising pricing matrix and sales materials Advertising sales (commission only; no hourly fee) I Subtotal I $7.500.00 Payment Details '\ City of Carmel discount I ($4,500.00) 0 Cash @ o Check Credit Card I TOTAL I I $3,000.00 I Name CC# Expires IOffice Use Only Thank you for the opportunity to serve youl "EXHIBIT *(1 " EXHIBIT C INSURANCE COVERAGES Worker's Compensation & Disability Statutory Limits Employer's Liability: Bodily Injury by AccidentlDisease: Bodily Injury by Accident/Disease: Bodily Injury by Accident/Disease: $100,000 each employee $250,000 each accident $500,000 policy limit Property damage, contractual liability, products-completed operations: 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 (anyone fire): Medical Expense Limit (anyone 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 Eaeh oceunence and aggregate: Maximum deductible: $500,000 $ 10,000 City of Carmel INDIANA RETAIL TAX EXEMPT CERTIFICATE NO. 003120155 002 0 PAGE FEDERAL EXCISE TAX EXEMPT 35.6000972 PURCHASE ORDER NUMBER ONE CIVIC SQUARE CARMEL, INDIANA 46032 FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 \1 05"407 THIS NUMBER MUST APPEAR ON INVOICES, j VOUCHER, DELIVERY MEMO. PACKING SLII SHIPPING LABELS AND ANY CORRESPONDENC 'URCHASE OROER DATE DATE REOUIRED REQUISITION NO. VENDOR NO. DESCRIPTION VENDOR &>{efU\- 11\-l ~wU..~ '6"11 ~n:J...lR. Cowl-- Cov~ I y.J 4 1.,032 - I1.S'j SHIP TO :ONFlRMATlON BLANKET CONTRACT PAYMENT TERMS FREIGHT QUANTITY I UNIT OF MEASURE DESCRIPTION I UNIT PAICE I EXTENSION ..L \.>~ S~ $3 000. ex::> Prorf sk (VCI ~b:Y6" @.v:.JR) , PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT l-{~'6 ~. 419.CI'l O'T ~ jt. ~ fl!qZ; PAYMENT l....1::! 1($ . AlP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBEA IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN AFFIDAVIT ATIACHED. I HEREBY CERTIFY THAT THERE 15 AN UNOBLIGATED BALANCE IN THIS APPR I SUFFICIENT '0 PAY FOR THE ABOVE ORDER. SHIPPING INSTRUCTI,ONS . SHIP PREPAID. . C.O.D. SHIPMENTS CANNOT BE ACCEPTED. . PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING lABELS. . THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 1945 AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. ORDERED BY ~ TITLE ~ A-az - . '--'-I DOCUMENT CONTROL NO. 054- 0 7 CLERK-TREASURER VENDOR COPY August 3, 2006 Mr. Steve Greenberg GREENINK CONSULTING 877 Bridle Court Cannel IN 46032 RE: Agreement for Purchase of Goods and Services City of Carmel, Department of Community Relations No. 08.02.06.02 Dear Mr. Greenberg; On August 2, 2006, the Board of Public Works and Safety approved the above-referenced Agreement to do business with your company. Enclosed is a fully executed copy for your records together with several other documents, which will ensure a successful and profitable business relationship with the City of Cannel. Please review the enclosed sample invoice, Exhibit B of your contract. Although we do not require you to use this specific fonn, we do ask that you please submit the information requested on the sample invoice in a similar layout when submitting an invoice for services rendered. This format replaces any other form previously used by the City and is effective upon approval of your contract. We also ask that you review and complete the enclosed questionnaire and the attached W-9 Fonn and return these two items to our office at the address indicated on the first page of the form. We must receive these forms in order to process your claims for services rendered. We appreciate your cooperation. If you have any questions or concerns, please do not hesitate to contact me at 317.571.2628. Thank you for your attention to the above-referenced matters. Sincerely, Sandra Johnson Deputy Clerk-Treasurer Enclosures