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Douglas J. WebberDouglas Webber Department of Law 2000 P/-{ c 0'/. // APPROVED, AS TO 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 Douglas J. Webber, Attomey at Law (hereinafter "Professional"). RECITALS WHEREAS, from time to time, City needs professional services to assist it in effectively and efficiently fulfilling its responsibilities as an Indiana municipality; and WHEREAS, Professional is experienced in providing such professional legal and other services as are covered by this Agreement; and WHEREAS, City desires to engage Professional as an independent contractor for the purpose of providing to City, on a non-exclusive basis, the professional services referenced herein; and WHEREAS, Professional is qualified and desires to provide City with such professional services. 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 professional services ("Services") set forth in attached Exhibit A, which is incorporated herein by this reference. Professional desires to provide the Services to City. 2.2 Professional acknowledges that it has read and understands this Agreement, and that Professional's execution thereof shall constitute Professional's acceptance of this Agreement and of all its terms and conditions. 2.3 Time is of the essence of this Agreement. 2.4 Professional shall provide the Services by following and applying at all times the highest professional standards. Douglas Webber Department of Law 2000 SECTION 3. COMPENSATION 3.1 As full and complete compensation for the Services performed by Professional hereunder, and subject to the terms and conditions contained in this Agreement, including, but not limited to, the termination provisions set forth in paragraph 7.1 hereinbelow, City shall pay Professional as set forth in the attached Exhibit A. 3.2 Professional shall submit a detailed invoice to City once every thirty (30) days for Services provided City during the time period encompassed by such invoice. Invoices shall be submitted on a form substantially in confonnance with the Professional Services Invoice attached hereto as Exhibit B, which is incorporated herein by this reference. City shall pay Professional for all undisputed Services rendered and stated on such invoice within thirty (30) days after the date of City's receipt of same. If the undisputed portion of an invoice amount is not paid within thirty (30) days of its receipt by City, Professional shall so notify City. If such undisputed portion of the invoice amount is not thereafter paid within five (5) business days after City's receipt of such notice, then a late charge in a sum equal to one pement (1%) of such unpaid and undisputed invoice amount shall accrue and be due and payable by City to Professional as a separate debt for each month same remains unpaid. 3.3 In the event an invoice amount is disputed, City shall so notify Professional. If such dispute is not resolved to City's satisfaction within ten (10) business days after notice of such dispute is sent by City to Professional, City shall pay such amount, under protest, into the City Court of Carmel, which Court shall hold same until notified of a resolution signed by both parties hereto or the entry of a final judgment thereon. SECTION 4. TERM Subject to the termination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be in effect from the Effective Date through December 31, 2000, and shall thereafter, on the first day of January in each subsequent year, automatically renew for a period of one (1) year, unless earlier terminated in accordance with the terms and conditions hereof. SECTION 5. MISCELLANEOUS 5.1 Termination. 5.1.1 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 to the other party. 5.1.2 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City for cause, or upon City's failure to appropriate monies sufficient to pay for same, immediately upon Professional's receipt of City's "Notice To Cease Services." 5.1.3 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 of same that are not in dispute. Disputed compensation amounts shall be resolved as set forth in paragraph 3.3 hereinabove. Douglas Webber Department of Law 2000 5.2 Bindin~ Effect. City and Professional, and their respective officers, officials, agents, partners, successors, executors, administrators, assigns and legal representatives are bound to the other and to its officers, agents, partners, successors, executors, administrators, assigns and legal representatives, in all respects as to all covenants, agreements and obligations of this Agreement. 5.3 No Third Party Beneficiaries. Nothing contained herein shall be construed to give any rights or benefits hereunder to anyone other than City and/or Professional. 5.4 Relationship. The relationship of the parties hereto shall be as provided for in this Agreement, and Professional is not and shall not become an employee of City. Furthermore, Professional shall have the sole responsibility to pay to or for its approved agents, employees, contractors, subcontractors and outside sources, if any, all statutory, contractual and other benefits and/or obligations as they become due, and City shall not be responsible for same. The compensation to be paid hereunder by City to Professional shall be the full and maximum amount of compensation and monies required of City to be paid to Professional hereunder. Professional hereby warrants and indemnifies City for and from any and all costs, fees, expenses and/or damages incurred by City as a direct or indirect result of any statutory, contractual or other claim for wages, benefits or otherwise by any agent, employee, outside source, contractor or subcontractor of Professional regarding or related to the subject matter of this Agreement. This indemnification obligation shall survive the termination of this Agreement. 5.5 Insurance~ Professional shall procure and maintain, with an insurer licensed to do business in the State of Indiana and reasonably acceptable to City, such Professional Responsibility Insurance as is necessary for the protection of City and Professional from any and all claims resulting from Professional's errors and omissions, in a coverage amount of not less than F4v~ Two Hundred Fifty Thousand Dollars ($500,000.00 250,000.00). Upon request, Professional shall provide City with a copy of such policy, and shall provide that such policy will not be canceled without thirty (30) days prior notice to City. 5.6 Government Compliance. Professional agrees to comply with all present and future federal, state and local laws, executive orders, rules, regulations, codes and ordinances which may be applicable to Professional's perfmvnance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference. Professional agrees to indemnify and hold harmless City from any and all losses, damages, costs, attorney fees and/or liabilities resulting from any violation of such law, order, rule, regulation, code or ordinance. This indemnification obligation shall survive the termination of this Agreement. Douglas Webber Department of Law 2000 5.7 Indemnification. Professional shall indemnify and hold harmless City and its officers, officials, employees, agents, assigns and legal representatives from any and 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 in the performance of this Agreement. The failure to do so shall constitute a material breach of this Agreement. This indemnification obligation shall survive the termination of this Agreement. 5.8 Severability. If any provision or portion of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision or portion thereof shall be stricken, and all other provisions of this Agreement which can operate independently of such stricken provision shall continue in full force and effect. 5.9 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: PROFESSIONAL: City of Cannel One Civic Square Carmel, IN 46032 ATTN: Douglas C. Haney (with a copy to the City Attorney, Department of Law, same address) Douglas J. Webber, Esquire 7513 Kilmer Lane Indianapolis, Indiana 46256 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. 5.10 Effective Date. The effective date ("Effective Date") of this Agreement shall be the date on which the last of the parties hereto executes same. 5.11 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 Carreel, Indiana. The parties further agree that, in the event a lawsuit is filed hereunder, they waive any fights to a jury trial they may have, agree to file any 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. Douglas Webber Department of Law 2000 5.12 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. 5.13 Non-Assianment. Professional shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not delegate its obligations under this Agreement, without City's prior consent. 5.14 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. 5.14 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. 5.15 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. 5.16 Indiana Attorney. Professional acknowledges and agrees that he is an attorney in good standing with the Indiana Bar Association and licensed to practice law in the State of Indiana, and that his authority to perform any services pursuant to this Agreement is expressly conditioned upon same. Douglas Webber Department of Law 2000 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 BY: DOUGLASJ. WEBBER Auttiorizei] Si Title: FID/SSN: - Date: ATTEST: Date: Douglas Webbet Department of Law 2000 EXHIBIT A Provide legal services to the City of Carmel as follows: 1. Fifteen (15) hours per week at a cost of $1,850.00 per month. 2. Hours worked over fifteen (15) in a week to be paid at a rate of $60.00 per hour, WITH PRIOR APPROVAL OF CITY ATTORNEY. 3. Fifteen (15) hours per week includes reasonable travel time to and from Carmel City Hall. 4. Professional shall perform services for City at City Hall on Monday and on another day of Professional's choice. Additional services may be performed by Professional off-site.