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HomeMy WebLinkAboutFire Command Training/CFD fire Command Training CankLe f-4f- it 1 9,09 0 L Fire Department 2009 A ®MED p Appropriation #43 570 01 P O #12696 Fl�'�Y Contract Not 7 o Exceed $4 160 40 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 Fire Command Training (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 expenenced 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 tune 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 authonzation 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 [EV EWA G ®+hd SSwMR!OtF"IIWi111E COMMAND MAKING 11vMmM 5m 41119260,W 11 M,MRI Fire Command Training fire Department 2009 Appropnation #43 570 01 P 0 #12696 Contract Not To Fxceed $4 160 40 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 pnvatc property as reasonably required for Professional to perform the Services 3 4 City shall designate payment of the Services from City budget appropnation number 43 570 01 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 pnce for the Services to be provided to City hereunder shall be no more than Four Thousand One Hundred Sixty Dollars and Forty Cents (S4 160 40) (the 'Estimate Professional shall submit an invoice to City no more than once every thirty (30) days for Services provided City during the time pcnod 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%) 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 pnor wntten consent IVZ Sew a rMxaa.n se.,�rweorrrcmwmecowmeonANNO 19 iasaan+se..a.ar2o t/ 11 19 ere Fire Command Training Fire Department 2009 Appropnation #43 570 01 P 0 #12696 Contract Not To E'ccef.d $4 160 40 SECTION 6 TERM Unless otherwise terminated in accordance with the termination provisions set forth in Section 71 hereinbelow, this Agreement shall be in effect from the Effective Date through December 31, 2009, and shall, on the first day of each January thereafter automatically renew for a penod 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 713 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 72 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 73 No Third Party Beneficianes Nothing contained herein shall be construed to give nghts or benefits to anyone other than the parties hereto 74 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 LL bA S.aw1NE iEPTIO N01F COMMAND TUNING w< fan= 1 Sean di 307141091119AM1 Fire Command Treating Fire Department 2009 Appropnation #43 )70 01 P 0 #12696 Contract Not To Exceed $4 160 40 7 5 insurance To the extent necessary by law, 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 twiny, 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 w ithout thirty (30) days pnor wntten 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 falls to remove it within ten (10) days after the date of filing City shall have the nght to pay or bond over such lien at Processional 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 Processional 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 nght to terminate all or any part of this Agreement, without liability to Professional and to exercise any other nghts 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 (fl Davy aSfl aid SmaNARF OFIf1G FIRF COMMAND TRAINING H. ua! Sawa 44NN11 19 AM] Fire Command Training Fire Department 2009 Appropnatton #43 570 01 P 0 #12696 Contract Not To Exa.cd $4 160 40 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 ansing out of any intentional or negligent act or omission of Professional and /or any of its employees, agents or contractors to the performance of this Agreement This indemnification obligation shall survive the termination of this Agreement 7 10 Discnmination Prohibition Professional represents and warrants that it and each of its employees, agents and contractors shall comply with all existing and future laws prohibiting discnmination 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 piivileges of employment or any matter directly or indirectly related to employment, subcontracting or work pertormance hereunder because of race, religion color, sex, handicap national ongm ancestry age, disabled veteran status or Vietnam era veteran status This indemnification obligation shall survive the termination of this Agreement 711 Severability If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent Junsdiction 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 wntten and either hand delivered or sent by prepaid U S certified marl return receipt requested addressed to the parties as follows CITY City of Carmel Douglas C Haney Department of Administration Carmel City Attorney One Civic Square One Civic Square Carmel, Indiana 46032 Carmel, Indiana 46032 ATTENTION Keith Smith, Fire Chief PROFESSIONAL Fire Command Training 25 Woodward Road Monroe, New York 10950 ATTENTION John J Salka Jr rmRadM,Goma E+ hod SmteaWIRPGPTIAMREtowuwnulNNG11alsa !Sm astr5IVlV1M1!19AM] Ilre Command Training Fire Department 2009 Appropnation •43 170 01 P O #12696 Contract Not To Frrnrd $4 16040 Notwithstanding the above, City may orally provide to Professional any notice required or permitted by tlus Agreement provided that such noticelshall also then be sent as rag= ed by this paragraph within ten (1 0) business days from the date of such oral notice 7 13 Effective Date The effective date bffective 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 bled hereunder, they waive any nght to a jury trial they may have, agree to file such lawsuit in an appropnate court in Hamilton County, Indiana only and agree that such count is the appropnate venue for and has jumsdiction over same 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 s aive any such nghts 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 pnor agreement, understanding of representation pertammg to such subject matter, written or of al, shall be effective for any purpose No provision of this Agreement may be amended, added to or subtracted from except by an agreement m wntmg 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 of entity executing this Agreement on behalf of such party has the authont) to bind such party or the party which they represent as the case may be 17111wM, n#m# M Rea I San #VIM UFTVNVi i ZC eIM1HD MMINIMrr m ISa, 1,641/2V10.10911 MAIM Fire Command Training Fire Department 200 Appropriation #43 570 01 P 0 #12696 Contract Not To Exceed 54 160 40 719 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 ofotherwise alter the meaning of any provision hereof 7 20 Advice of Counsel The parties warrant that they have read this Agreement and tufty 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 Copynght City acknowledges that venous materials which may be used and /or generated by Professional In performance of Services, including forms job descnption formats comprehensive position questionnaire, compensation and classification plan and reports are copyrighted City agrees that all ownership nghts and copynghts thereto he with Professional, and City w'41I use them solely for and on behalf of its own operations City agrees that it will take appipnate action with its employees to satisfy its obligations with respect to use, copying protection and security of Professional s property 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 such 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 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 appropnate to ensure that the work involved is properly coordinated with related work being tamed on within City's organization ii�F Ra4I,P .SIT famed Sax aWIREGEm2MMIRECO IMAM KAR@IGIa&.w a sw eeea7e261}E091119AM FAU- 8_@889 09 $7P FRQI SAI.KA 895 -496 -7186 TO 13175/12551 P 8 Fa Command Training Dm Oepartman! 2009 Appropriation 043 S70 0t PO012696 Contract Not To Exceed Sa 160 40 IN WITNESS WHEREOF, the panes hereto have made and executed this Agreement as follows CITY OF CARMEL, INDIANA FIRE COMMAND TRAINING by and through as Board of Public Works and Safety BY BY Brainard,' r •`sgsiahtre er Name air,/ T Ate t7$ r tha4aatrl�" n Burke ember e Title Date —O FID/TIN Lon S her SSN if Sole Propnetor /.Tf JY'l IYF Date tl ll[hipi Date /p/o9 A x i J 1 90.414 D na Cotdray IAM& Treasurer i 1hnineAoauswsswNr. mien ore mrr.wo...rnraUmfNngamwY SImtP s M.e.rnr LWNA1 Nwe