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HomeMy WebLinkAboutRobert Pressler/CFDCor\?ra,.k4ot.o1.oS.o3APPROVED, AS ifO Robert Pressler FORM BY: Fire Department - 2008 Appropriation #570-03; P.O. #12621 Contract Not To Exceed $5,450.00 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 Robert Pressler (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. [Z:? P ^M>DUVmauN?ofmmY S- 1 U DEMMMORERi FR SLER Ror.i S_u[ dtt:l}Pl}Igt 1:19 PM] Robert Pressler Fire Department - 2008 Appropriation #570-03; P.O. #12621 Contract Not To Exceed $5,450.00 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 570-03 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 Five Thousand Four Hundred Fifty Dollars ($5,450.00) (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 sixty (60) days from the date of City's receipt of same, or be subject to a late charge of one percent (1%0) 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. ?ZN'.BmU1,'Owwxuu'JTVlavmY Su?vd?Fl0.F.0EP1?31gMROBE0.i PPESSLER Hofnvvval5mua J¢: I L 1021'I9M) Robert Pressler Fire Department - 2008 Appropriation #570-03; P.O. # 12621 Contract Not To Exceed $5,450.00 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 December 31, 2008, and shall, on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless otherwise agreed by the parties hereto. 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, (E:IE PuslNypavnuu?Nmlaimxl Su- FlB BEPPlIbd BERT PR SLE0. Nllflwll Smvatln:'WP W3):IA P.N9 Robert Pressler Fire Department - 2008 Appropriation #570-03; P.O. #12621 Contract Not To Exceed $5,450.00 7.5 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 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 alien 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. [2^ER ypw>®mdWnl? l5arim MDEMIM IMBERT PR SURP fm=A smxod ,l wAl gPM] Robert Pressler Fire Department - 2008 Appropriation #570-03; P.O.#12621 Contract Not To Exceed $5,450.00 7.9 Indemnification. Professional shall indemnify and hold hamiless 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, 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: City of Carmel Department of Administration One Civic Square Carmel, Indiana 46032 ATTENTION: Keith Smith, Fire Chief PROFESSIONAL: Robert Pressler 432 Comfort Trail Montgomery, NY 12549 ATTENTION: Douglas C. Haney Carmel City Attorney One Civic Square Carmel, Indiana 46032 [L? 6 Wy p?BNifmm SonwnU VEEP N)KROHERT KI SLER Hnfw-05wica.J ILJ!1p53:ltl EM) Robert Pressler Fire Department - 2008 Appropriation #570-03; P.O. #12521 Contract Not To Exceed $5,450:00 Notwithstanding- the above, City may orally -provide to Professional any notice required or permitted by this Agreement, proJided 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 tiie last of the parties hereto executes`same. 7.14 Governing Law; Lawsuits. This Agreement,shall he, governed by.and construed in accordance with the.laws of the Siate of Indiana, except, for its conflict of laws-proVi'sions, as well as, by all ordinances and codes of the City of Cannel, Indiana. The parties agree that, in the event a lawsuit is filed hereunder, they waive ariy 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 i, s the appropriate. venue for and has jurisdiction over satne. 7.15 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 reredies nor in any way affect the rights of such party to require such pefformanec 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.agreerrient'of and'between the parties hereto with respect to the subject matter hereof, aand-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 agreemck in writing signed by both parties hereto and/or their respective.successors'in interest. To the extent:any,provision contained in this Agreeient confliefs with any provision, contained in any exhibit attached hereto, the provision contained in this, Agneement'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,behal'f of'such partyhas the authority to bind such party or the party which they represent, as the case maybe. tL?a Wyo?wmmuwnf?ei ma$mc RF OF PI I108B 08 EM Frz SLEx ?nimeSmivc SPVMW&I PM] Roben Pressler Fire Department - 2008 Appropriation 4570-03; P.O. 412621 Contract Not To I-weed $5,450.00. 7.19 Headings. All headings,and sections of,this Agreement are inserted for convenience only and do not form a part of this .Agreement;nocLimit, expand,or otherwise alter the meaning of any provision hereof. 7.20 Advice of Counsel. The parties warrant that they have read this Agreement and fully understand it,, leave 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 Co rt. City acknowledges that various materials which maybe 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 rigl is and:copyrights_thereto lie with Professional„and City will use them solely for and on behalf of its own 'operations. City agrces. 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: 722 Personnel. Professional represents that it has, or will secure at, its own, expense, all personnel "required in performinb the services under this agreerrienti 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. 7.23 Records and Inspectionst professional shall maintain full and': accurate records with respect to`all:matters covered under this agreement for three (3) years after the.expirati"on of early'tei-fnination.ofthis'agreement. City shall have free access at all proper'times to, such records acid the,right to examine and audit the same and to make transcripts, there froth, and to inspect all program data, documents, proceedings and activities. 7.24 Accomplishment of Proiect Professional shall commence; carry on, and complete the project with all practicable dispatch, in a sound economical and efficicnt manner; ;in accordance with the provisions thereof and all applicable laws. Ln accomplishing the project; Professional shall take such steps as are appropriate to ensure that the work involved is.prop_erly coordinated with related work being carried on within City's organization. [Z) 0s 1uavmpesl ORf ImN Su CNWAE BE `S ANORE.RT PRESSEER Prot muwalSm? Km LnnM17).18 PN[' Roben Pressler Fire Departmem - 2008 Appropriation 4570-03; P-0, x12621 Contract Not To Excced $5,450.00 IN WITNESS WHEREOF., the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA by and through its.Board of Public Works and Safety ROBERT'PRESSLER BY: ! es Brainard, Presiding Of BY: n ff///? AuthorizedSignature Printed Name:Y 4 A 17165 St2 Title: F D N Y •L-1 . ? 2 -A FID/TIN: SSN if Sole Proprietor: Date: 4 ) 2- 1 ' O 1z?esss MyASiivmisVnd i.?oo? su. &FRF UEV QMKAflBEa PPESSLERAnf?0 n¢I Sa I%Aiw-:Ill 91;18 YM7 CONTRACT CHECKLIST Department: Fire-Department Department Head or'desiggee and.-Fdephone #: Keith Smi€h, Fire Chief- 571-2602 Vendor-Name; Contact, Telephone/Fax'i# and Address: Robert Pressler.- 9,14=213-0354& 845-457-3340 432 Coin forr$rall Montgomery NY 12549 Requested BPW bate: 3andary 7; 2009 P.O.#: 12621 Amounr $5,450.00 Date and Initials 3- Materials (Supplies„Equipment, etc.) Service (Consulting, Training`, etc:) C. Public,Works projects. subject;to.fortnal bid package/procedure 12-2.08 Fii e 1. Contract approved as to business terms by Department Directocand/or designee. (Dept.) 12-2-08 Fire 2: 570=03 a: Line Item and Major Budget Classification,'or (Dept.) b. Request-Board Approval omconditionprecedent thatsutTicient funds are appropriated (for Service Contracts' Only.) 12-2-08 Fire 3, Origirialofcontract •.and this checklist Su:BPW`Secretary. 4, Contract approved.as to'Form by OOL. 5. Contract returned,tosponsoring .DepaitmenL (To obtain,vendorsl.-signature) 6, Sign ed,catiti'act'submitted to'BPWSecretary for placement on BPW Agenda. 7. BPW consideration. Contract Type: <? A: Approved Disapproved November 25, 2008 Carmel Fire Department 2 Civic Square Carmel, IN 46032 Attn. Chief Matthew Hoffman As per our recent conversation, the following is a proposal for the Carmel Fire Department for Department wide training to be conducted in January 2009. The dates will be January 21-22=23. PROPOSAL 3 Day class consisting of two, 4 hour sessions per day on Fire Ground Operations and Survival: 3 Days 3 X $1500 $4500.00 Airfare: 350.00 Hotel: (4 nights) 400.00 Rental Car: 200.00 Total: $5450.00 Please let me know if this is acceptable so that I can reserve the dates for you. If you have any questions, please contact me at 845-457-3540. Robert Pressler c "EXHIBIT "