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HomeMy WebLinkAboutWatch Desk Strategies LLC/CFD/$3,000/Fire Instructor-The House is BurningWatch Desk Strategies LLC Fire Department - 2025 Appropriation #1120 43-570.03 Fund; P.O.#115459 Contract Not To Exceed $3,000.00 1 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES (“Agreement”) is hereby made and entered into by and between the City of Carmel, Indiana, and Watch Desk Strategies LLC (hereinafter "Professional"). 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 professional assistance in fulfilling its foregoing responsibilities; and WHEREAS, Professional is experienced in providing and desires to provide to City the professional services (“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 to City. When City desires additional Services from Professional, the City shall notify Professional of such additional Services desired, as well as the time frame in which same are to be provided. Only after City has approved Professional’s time and cost estimate for the provision of such additional Services, has encumbered sufficient monies to pay for same, and has authorized Professional, in writing, to provide such additional Services, shall such Services be provided by Professional 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. Watch Desk Strategies LLC Fire Department - 2025 Appropriation #1120 43-570.03 Fund; P.O.#115459 Contract Not To Exceed $3,000.00 2 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 1120 101 43-570.03 fund. 3.5 City shall designate the Mayor or their 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 and No Cents ($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 Services Invoice attached hereto as Exhibit B, incorporated herein by this reference. City shall pay Professional 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 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 Unless otherwise terminated in accordance with the termination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be in effect from the Effective Date through the satisfactory completion of services as described in this Agreement. Watch Desk Strategies LLC Fire Department - 2025 Appropriation #1120 43-570.03 Fund; P.O.#115459 Contract Not To Exceed $3,000.00 3 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 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 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. 7.5 Insurance 7.5.1 Professional shall, as a condition precedent to this Agreement, purchase and thereafter maintain such insurance as will protect it and City from the claims set forth below which may arise out of or result from Professional's operations under this Agreement, whether such operations be by Professional or by its subcontractors or by anyone directly or indirectly employed by any of them, or by anyone directly for whose acts any of them may be liable: 1) Claims under Worker's Compensation and Occupational Disease Acts, and any other employee benefits acts applicable to the performance of the work; 2) Claims for damages because of bodily injury and personal injury, including death, and; 3) Claims for damages to property. Watch Desk Strategies LLC Fire Department - 2025 Appropriation #1120 43-570.03 Fund; P.O.#115459 Contract Not To Exceed $3,000.00 4 Professional's insurance shall be not less than the amounts shown below: A. Commercial General Liability (Occurrence Basis) Bodily Injury, personal injury, property damage, Contractual liability, product/completed operations Each Occurrence Limit $1,000,000.00 Damage to Rented Premises $100,000.00 (each occurrence) Medical Expense Limit $5,000.00 Personal and Advertising Injury Limit $500,000.00 General Aggregate Limit $2,000,000.00 (Other than Products Completed Operations) NOTE: GENERAL AGGREGATE TO APPLY PER PROJECT Products/Completed Operations $1,000,000.00 B. Auto Liability $1,000,000.00 (combined single limit) (owned, hired & non-owned) Bodily injury & property damage $1,000,000.00 each accident C. Excess/Umbrella Liability $2,000,000 (each occurrence and aggregate) D. Worker's Compensation & Disability Statutory E. Employer’s Liability: Bodily Injury by Accident/Disease: $100,000 each employee Bodily Injury by Accident/Disease: $250,000 each accident Bodily Injury by Accident/Disease: $500,000 policy limit F. Professional Liability Insurance. The Professional shall carry and maintain during the continuance of this Agreement, professional liability insurance in the amount of $2,000,000 for single limit claims and $3,000,000 in the aggregate. The Professional's policy of insurance shall contain prior acts coverage sufficient to cover all Services performed by the Professional for this Project. Upon City's request, Professional shall give prompt written notice to City of any and all claims made against this policy during Watch Desk Strategies LLC Fire Department - 2025 Appropriation #1120 43-570.03 Fund; P.O.#115459 Contract Not To Exceed $3,000.00 5 the period in which this policy is required to be maintained pursuant to this Agreement. If the insurance is written on a claims-made basis and coverage is cancelled at any time, the Professional will obtain, at its cost, an extended reporting endorsement which provides continuing coverage for claims based upon alleged acts or omissions during the term of the Agreement until all applicable statute of limitation periods have expired. 7.5.2 Professional shall provide the City with a certificate of insurance, naming the City as an "additional insured," showing such coverage then in force (but not less than the amount shown above) shall be filed with City prior to commencement of any work. These certificates shall contain a provision that the policies and the coverage afforded will not be canceled until at least thirty (30) days after written notice has been given to City. 7.5.3 Professional may, with the prior approval of the City, substitute different types of coverage for those specified if the total amount of required protection is not reduced. Professional shall be responsible for all deductibles. 7.5.4 Nothing in the above provisions shall operate as or be construed as limiting the amount of liability of Professional to the above enumerated amounts. 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 pay or 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. Watch Desk Strategies LLC Fire Department - 2025 Appropriation #1120 43-570.03 Fund; P.O.#115459 Contract Not To Exceed $3,000.00 6 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. The City will not indemnify the Professional under 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, national origin, ancestry, age, disabled veteran status or Vietnam era veteran status. This indemnification obligation shall survive the termination of this Agreement. 7.11 E-Verify Pursuant to I.C. § 22-5-1.7 et seq., Professional shall enroll in and verify the work eligibility status of all of its newly-hired employees using the E-Verify program, if it has not already done so as of the date of this Agreement. Professional is further required to execute the attached Affidavit, herein referred to as Exhibit C, which is an Affidavit affirming that: (i) Professional is enrolled and is participating in the E-Verify program, and (ii) Professional does not knowingly employ any unauthorized aliens. This Addendum incorporates by reference, and in its entirety, attached Exhibit C. In support of the Affidavit, Professional shall provide the City with documentation that it has enrolled and is participating in the E-Verify program. This Agreement shall not take effect until said Affidavit is signed by Professional and delivered to the City’s authorized representative. Should Professional subcontract for the performance of any work under this Addendum, the Professional shall require any subcontractor(s) to certify by affidavit that: (i) the subcontractor does not knowingly employ or contract with any unauthorized aliens, and (ii) the subcontractor has enrolled and is participating in the E-Verify program. Professional shall maintain a copy of such certification for the duration of the term of any subcontract. Professional shall also deliver a copy of the certification to the City within seven (7) days of the effective date of the subcontract. If Professional, or any subcontractor of Professional, knowingly employs or contracts with any unauthorized aliens, or retains an employee or contract with a person that the Professional or subcontractor subsequently learns is an unauthorized alien, Professional shall terminate the employment of or contract with the unauthorized alien within thirty (30) days (“Cure Period”). Should the Professional or any subcontractor of Professional fail to cure within the Cure Period, the City has the right to terminate this Agreement without consequence. The E-Verify requirements of this Agreement will not apply, should the E-Verify program cease to exist. Watch Desk Strategies LLC Fire Department - 2025 Appropriation #1120 43-570.03 Fund; P.O.#115459 Contract Not To Exceed $3,000.00 7 7.12 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. 7.13 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 City of Carmel Fire Department Office of Corporation Counsel 210 Veterans Way One Civic Square Carmel, Indiana 46032 Carmel, Indiana 46032 PROFESSIONAL: Watch Desk Strategies LLC 24312 Hipsley Mill Rd Gaithersburg, MD 20882 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. 7.14 Effective Date The effective date (“Effective Date”) of this Agreement shall be the date on which the last of the parties hereto executes same. 7.15 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. Watch Desk Strategies LLC Fire Department - 2025 Appropriation #1120 43-570.03 Fund; P.O.#115459 Contract Not To Exceed $3,000.00 8 7.16 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. 7.17 Non-Assignment Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without City’s prior written consent. 7.18 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. 7.19 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. 7.20 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. 7.21 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. 7.22 Copyright 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. Watch Desk Strategies LLC Fire Department - 2025 Appropriation #1120 43-570.03 Fund; P.O.#115459 Contract Not To Exceed $3,000.00 9 7.23 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 such services. 7.24 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. 7.25 Accomplishment of Project Professional 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, Professional 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. 7.26 Debarment And Suspension 7.26.1 The Professional certifies by entering into this Agreement that neither it nor its principals nor any of its subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from entering into this Agreement by any federal agency or by any department, agency or political subdivision of the State of Indiana. The term “principal” for purposes of this Agreement means an officer, director, owner, partner, key employee or other person with primary management or supervisory responsibilities, or a person who has a critical influence on or substantive control over the operations of the Professional. 7.26.2 The Professional certifies that it has verified the state and federal suspension and debarment status for all subcontractors receiving funds under this Agreement and shall be solely responsible for any recoupment, penalties or costs that might arise from use of a suspended or debarred subcontractor. The Professional shall immediately notify the City if any subcontractor becomes debarred or suspended, and shall, at the City’s request, take all steps required by the City to terminate its contractual relationship with the subcontractor for work to be performed under this Agreement. 7.27 Access to Public Records Act Professional 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 Professional 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 seq., as amended. Watch Desk Strategies LLC Fire Department - 2025 Appropriation #1120 43-570.03 Fund; P.O.#115459 Contract Not To Exceed $3,000.00 10 7.28 Iran Certification Pursuant to I.C. § 5-22-16.5, the Professional shall certify that, in signing this Agreement, it does not engage in investment activities within the Country of Iran. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA Watch Desk Strategies LLC BY: BY: Joel Thacker, Chief Authorized Signature Carmel Fire Department Date: Printed Name: Title: FID/TIN: Date: Daniel G. Loughnane Co-Owner Watch Desk Strategies LLC 33-2168372 2/14/2025 February 14, 2025 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") is dated this ________ day of ________________, ________. CLIENT Carmel Fire Department Carmel, IN, USA (the "Client") CONSULTANT Watch Desk Strategies LLC 14364 Clearview Ave, Gainesville, VA, 20155, USA (the "Consultant") BACKGROUND IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Consultant (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows: SERVICES PROVIDED TERM OF AGREEMENT PERFORMANCE The Client is of the opinion that the Consultant has the necessary qualifications, experience and abilities to provide consulting services to the Client. A. The Consultant is agreeable to providing such consulting services to the Client on the terms and conditions set out in this Agreement. B. The Client hereby agrees to engage the Consultant to provide the Client with the following consulting services (the "Services"): • Deliver "The House is Burning" Course. 1. The Services will also include any other consulting tasks which the Parties may agree on. The Consultant hereby agrees to provide such Services to the Client. 2. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties. 3. Page 1 of 6 Exhibit A Page 1 of 6 14 February 2025 CURRENCY COMPENSATION CONFIDENTIALITY The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect. 4. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars). 5. The Consultant will charge the Client for the Services as follows (the "Compensation"): • The compensation for the engagement will be provided in the following options: [X ] Option A: One presentation of "The House is Burning." • Includes multiple interviews of department personnel to tailor content to accommodate individual department needs • Facilitated by two facilitators utilizing an interactive, discussion-based approach geared toward engaging the fire service's unique audience •Total Fee: $3,000 (originally $5,000). • All travel and accommodations are included in the price. [ ] Option B: Two presentations of "The House is Burning." • Includes multiple interviews of department personnel to tailor content to accommodate individual department needs • Facilitated by two facilitators utilizing an interactive, discussion-based approach geared toward engaging the fire service's unique audience • Total Fee: $6,000 (originally $10,000). • All travel and accommodations are included in the price. 6. Invoices submitted by the Consultant to the Client are due within 30 days of receipt.7. In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Consultant will be entitled to pro rata payment of the Compensation to the date of termination provided that there has been no breach of contract on the part of the Consultant. 8. The Consultant will not be reimbursed for any expenses incurred in connection with providing the Services of this Agreement. 9. Consulting Agreement Page 2 of 6 Exhibit A Page 2 of 6 OWNERSHIP OF INTELLECTUAL PROPERTY RETURN OF PROPERTY CAPACITY/INDEPENDENT CONTRACTOR RIGHT OF SUBSTITUTION Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client. 10. The Consultant agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Consultant has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement. 11. All written and oral information and material disclosed or provided by the Client to the Consultant under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Consultant. 12. All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement, will be the property of the Consultant. The Client is granted a non-exclusive limited-use license of this Intellectual Property. 13. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Consultant. 14. Upon the expiration or termination of this Agreement, the Consultant will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client. 15. In providing the Services under this Agreement it is expressly agreed that the Consultant is acting as an independent contractor and not as an employee. The Consultant and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Consultant during the Term. The Consultant is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Consultant under this Agreement. 16. Except as otherwise provided in this Agreement, the Consultant may, at the Consultant's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Consultant under this Agreement and the Client will not hire or engage any third parties to 17. Consulting Agreement Page 3 of 6 Exhibit A Page 3 of 6 AUTONOMY EQUIPMENT NO EXCLUSIVITY NOTICE assist with the provision of the Services. In the event that the Consultant hires a sub-contractor: • the Consultant will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Consultant. • for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Consultant. 18. Except as otherwise provided in this Agreement, the Consultant will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Consultant will work autonomously and not at the direction of the Client. However, the Consultant will be responsive to the reasonable needs and concerns of the Client. 19. Except as otherwise provided in this Agreement, the Consultant will provide at the Consultant’s own expense, any and all equipment, software, materials and any other supplies necessary to deliver the Services in accordance with the Agreement. 20. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services. 21. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses: or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier. Carmel Fire Department Carmel, IN, USA a. Watch Desk Strategies LLC 14364 Clearview Ave, Gainesville, VA, 20155, USA b. 22. Consulting Agreement Page 4 of 6 Exhibit A Page 4 of 6 INDEMNIFICATION MODIFICATION OF AGREEMENT TIME OF THE ESSENCE ASSIGNMENT ENTIRE AGREEMENT ENUREMENT TITLES/HEADINGS GENDER Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement. 23. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party. 24. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision. 25. The Consultant will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client. 26. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement. 27. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns. 28. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. 29. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa. 30. Consulting Agreement Page 5 of 6 Exhibit A Page 5 of 6 GOVERNING LAW SEVERABILITY WAIVER IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this ________ day of ________________, ________. Carmel Fire Department Per:(Seal) Officer's Name: __________________________ Watch Desk Strategies LLC Per:(Seal) Officer's Name: __________________________ This Agreement will be governed by and construed in accordance with the laws of the State of Indiana. 31. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement. 32. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions. 33. Consulting Agreement Page 6 of 6 ©2002-2025 LawDepot.com® Exhibit A Page 6 of 6 14th February 2025 Daniel G. Loughnane Joel M. Thacker EXHIBIT B Invoice Date: Name of Company: Address & Zip: Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Goods Services Person Providing Date Goods/Services Provided Cost Per Hourly Total Goods/Services Goods/ (Describe each good/service Item Rate/ Service separately and in detail) Hours Provided Worked GRAND TOTAL Signature Printed Name Watch Desk Strategies LLC 2/14/2025 24312 Hipsley Mill Rd, Gaithersburg MD 20882 309-231-6198 Carmel Fire March 2025 001 WDS Instructors Instruction 4 Hour Delivery of "the House is Burning" NA 3000.00 3000.00 Daniel G Loughnane EXHIBIT C AFFIDAVIT being first duly sworn, deposes and says that he/she is familiar with and has personal knowledge of the facts herein and, if called as a witness in this matter, could testify as follows: 1. I am over eighteen (18) years of age and am competent to testify to the facts contained herein. 2. I am now and at all times relevant herein have been employed by the “Employer”) in the position of ______________________________________. 3. I am familiar with the employment policies, practices, and procedures of the Employer and have the authority to act on behalf of the Employer. 4. The Employer is enrolled and participates in the federal E-Verify program and has provided documentation of such enrollment and participation to the City of Carmel, Indiana. 5. The Company does not knowingly employ any unauthorized aliens. FURTHER AFFIANT SAYETH NOT. EXECUTED on the _________day of __________________________, 20___. Printed:_____________________________ I certify under the penalties for perjury under the laws of the United States of America and the State of Indiana that the foregoing factual statements and representations are true and correct. Printed: _____________________________ Watch Desk Strategies LLC Co-Owner Daniel G. Loughnane 14th February 25 Daniel G Loughnane Daniel G. Loughnane Type text here