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Parker Grant Solutions/Police/5,525/Grant Writing FeesParker Grant Solutions, LLC Police Department - 2016 Appropriation #43-419.99; P.O. #33779 Contract Not To Exceed $5,525.00 e 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 Parker Grant Solutions, LLC (hereinafter "Professional"),. RECITALS WHEREAS City owns and is responsible for the operation and maintenance of its property, personnel, public works and infrastructure; and and WHEREAS, from time to time,.City needs professional assistance in fulfilling its.foregoing responsibilities; 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. [XAConuacu\ProLSres & Goeds SwstP011ee Dep112016tParker Grant Solutions, LLC Professional Services FORM Revjune 2012.doc:519/2016 1:11 PMJ Parker Grant Solutions, LLC Police Department - 2016 Appropriation #43-419.99; P.O. #33779 Contract Not To Exceed $5,525.00 SECTION 3. CITY'S RESPONSIBILITIES 3.1 City shall provide such information as is reasonably necessary for Professional to understand the Services requested. 3.2 City shall provide all data. required for provision of Services. Professional may assume that all data so provided is correct and complete. 3.3. City shall arrange for Professional to enter upon public and private property as reasonably required for Professional to perform the Services. 3.4 City shall designate payment of the Services from City budget appropriation number 43-419.99 funds. 3.5 City shall designate the Mayor or his duly authorized representative to act on City's behalf on all matters regarding the Services. SECTION 4. PROFESSIONAL'S RESPONSIBILITIES 4,1 Professional shall perform the Services pursuant to the terms of this Agreement and within any applicable time and cost estimate. 4,2 Professional shall coordinate with City its performance of the Services. 4.3 Professional shall provide the Services by following and applying at all times reasonable and lawful standards as accepted in the industry, SECTION 5, COMPENSATION 5.1 Professional estimates that the total price for the Services to be provided to City hereunder shall be no more than Five Thousand Five Hundred Twenty Five Dollars ($ 5,525.00) (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. [X:1Contracts\NoLSi9cs & Goods S=Tolice Dept@0161Parker Grant Solutions, LLC Professional Scn4ces FORM Aevjune 2012.doc:5/9/2016 1:11 PMJ 2 Parker Grant Solutions, LLC Police Department - 2016 Appropriation #43-419.99; P.O. 433779 Contract Not To Exceed $5,525.00 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, 2016, 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, [X:1Contmcts\Prof.S%w & Goode Svcs\Poli=Dcpt120161Parkcr Grant Solutions, LLC Professional Services FORM Revjuno 2012.doc:5/9/2016 1:11 PK Parker Grant Solutions, LLC Police Department - 2016 Appropriation #43-419.99; P.O. #33779 Contract Not To Exceed $5,525.00 7.5 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, 7.6 Default, In the event Professional: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Professional's warranties; (b) fails to perform 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, 7.7 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. 7.8 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. 7.9 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. JX1ContractstProf S%cs & Goads SwstP011ae Dep112016Tuker Grant Solutions, LLC Professional Services FORM Revjune 2012.doc:5/9/2016 1:11 PMj Parker Grant Solutions, LLC Police Department - 2016 Appropriation #43-419.99; P.O. #33779 Contract Not To Exceed $5,525.00 7.10 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 Carmel Police Department One Civic Square Carmel, Indiana 46032 ATTENTION: Tim Green, Police Chief PROFESSIONAL: Parker Grant Solutions, LLC 423 East Lakewood Drive Bloomington, Indiana 47408 ATTENTION: Catherine Parker Douglas C. Haney Corporation Counsel One Civic Square Carmel, Indiana 46032 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, 7.11 Effective Date. The effective date ("Effective Date") of this Agreement shall be the date on which the last of the parties hereto executes same. 7.12 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, 7,13 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. [XAContractstProf.Svcs & Goods SmTolice Dept@0161Parkcr Grant Soludons, LLC Professional Services FORM Rev june 2012.doc:5/9/2016 1:11 PMj Parker Grant Solutions, LLC Police Department - 2016 Appropriation #43-419.99; P.O. #33779 Contract Not To Exceed $5,525.00 7.14 Non -Assignment Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without City's prior written consent. 7.15 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. 7.16 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. 7.17 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. 7.18 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. 7.19 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. 7.20 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. [x9ContraclsTrof.Sres & Goods SwsTollce DepA20161Parker Grant Solutions, LLC Professional Smices FORM Rerjune 2012.doc:5/92016 1:11 PMJ Parker Grant Solutions, LLC } Police Department - 2016 Appropriation 943-419.99; P.O. #33779 Contract Not To Exceed $5,525.00 7.21 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. 7.22 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. 7.23 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. 7.24 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. (remainder of page intentionally left blank) [XAContmCtslProf.Sm & Goods SmToliw Deptt2016Tarker Grant SoMons, LLC Professional Smi=FORM Revjone 2012.doc:5/9/2016 1:11 PNU Parker Grant Solutions, LLC Police Department - 2016 Appropriation #43-419.1; P.O. #33779 Contract Not To Exceed $5,525.00 IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA Parker Grant Solutions, LLC ----by-ard-ihrough-#T-Bwdrd-of-Public Works and Safety BY: S AJamesBrainard, Presiding Officer Date: Lam' Mary Date: Loo S. WatS9 , ember Dae: ATTE T: Christine Date: BY: Authorized Signature Printed Name: Z LA)- i o. %.':7,PaxAUv- Title: Vfo"RA— FID/TIN: 98- O\M00 Last Four of SSN if Sole Proprietor: Date: �A fX:1Cmtr 0hurS—d C—b S.nW k.lkytl'01MA' r-1 Solid-, LLC RMemmdSmim RRM R -j= 20124. SWO164.07 PMS Scope of WorK Submit competitive/new grant applications (on an as needed basis): Duties include writing grant proposals, developing logic models, developing program budgets, and assisting in grant submission. Please Note: Most private foundation proposals range from a 3 to 20 page proposals. An estimate for a standard proposal, given prior history with Indiana foundations, is 20 hours of work. This includes planning time, development of proposal, budget preparation for proposal, and contact with foundation office, The amount of effort/hours required for federal applications varies. Based on experience, these applications require 50-80 hours of work, which includes planning time, development of various components of program narrative, budget preparation, and preparation of required standard forms and attachments. Project costs would be estimated once grant guidelines are published and are calculated at an hourly rate of $85/hour. M ilBIT r �'i EXHIBIT B Invoice Name of Company. Date: Address & Zip. _ Telephone No.: Fax No.: Project Name: Invoice No. Purchase Order No: Signature Printed Name Goods Services Person Providing Goods/Services Date Goods/ Service Provided Goods/Services Provided (Describe each good/service separately and in detail) Cost Per Item Hourly Rate/ Hours Worked Total GRAND TOTAL Signature Printed Name 40 parker grant solutions May 4, 2016 Jon Oberlander Senior Assistant City Attorney City of Carmel One Civic Square Carmel, IN 46032 Dear Mr. Oberlander, Per your request, this letter is to certify that I do not have employees at Parker Grant Solutions, LLC. Please let me know if you have questions or need additional information. Sincerely, Catherine Parker President }� ofCarmeCEIRNDIFAAAEENO00310155 002 0 PURCHASE ORDER NUMBER�,/� FEDERAL EXCISE TAX EXEMPT 33779 ONE CIVIC SQUARE 35-6000972 THIS NUMBER MUST APPEAR ON INVOICES, A/P CARMEL, INDIANA 46032-2584 VOUCHER, DELIVERY MEMO, PACKING SLIPS, FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - 1997 SHIPPING LABELS AND ANY CORRESPONDENCE PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION 4/12/2016 369507 PARKER GRANT SOLUTIONS Carmel Police VENDOR 423 EAST LAKEWOOD DRIVE SHIP 3 Civic Square TO Carmel, IN 46032 - BLOOMINGTON, IN 47408 - PURCHASE ID BLANKET CONTRACT PAYMENTTERMS FREIGHT 3937 QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION Department. 1110 1 Each Send Invoice To: Carmel Police 3 Civic Square Carmel, IN 46032 - Account: 43-419.99 grant writing fees Fund: 101 General Fund PLEASE INVOICE IN DUPLICATE SHIPPING INSTRUCTIONS 1�y 'SHIP PREPAID. 'C.O.D. SHIPMENT CANNOT BE ACCEPTED. 'PURCHASE ORDER NUMBER MUST APPEAR ON ALL SHIPPING LABE " 'THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99, ACTS 194 AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. CONTROL NO. 33779 ORDERED BY TITLE CLERK -TREASURER $5,525.00 $5,525.00 Sub Total $5,525.00 PAYMENT $5,525.00 ' AIP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN AFFIDAVIT ATTACHED. I HEREBY CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN THIS APPROPRIATION SUFI ENT TO PAY FOR THE ABOVE ORDER. 06o