Gumberts, KarenGumberts
Law
2000
t,_ .oo. o3
All, pROVED, 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 Karen Gumberts (hereinafter "Professional").
RECITALS
WHEREAS, City owns and is responsible for its public works; and
WHEREAS, from time to time, City needs professional administrative, paraprofessional and
executive secretarial services to assist it in effectively and efficiently fulfilling its foregoing
responsibilities; and
WHEREAS, Professional is experienced in providing such professional 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") described hereinabove.
2.2 Professional acknowledges that she has read and understands this Agreement, and that
Professional's acceptance and/or provision of any Services hereunder 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.
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SECTION 3.
CITY'S RESPONSIBILITIES
3.1
City shall fumish to Professional, upon request, such studies, reports and other available data in
City's possession as City considers reasonably pertinent to the Services to be provided, and which
Professional shall be entitled to rely upon in performing the Services, unless, in its review of
same, Professional determines that such information is not consistent and fails to so notify City;
and
3.2
Arrange and make all provisions for Professional to enter upon public and private property as
reasonably required for Professional to perform the Services; and
3.3
Make reasonably available to Professional for consultation, as needed, such individuals as are
necessary for Professional to provide the Services to City.
3.4
City shall designate the City Attorney or his duly authorized representative to act on City's behalf
on all matters regarding the Services.
SECTION 4.
PROFES SIONAL'S RESPONSIBILITIES
4.1
Professional shall perform the Services pursuant to the terms of this Agreement within such time
and cost as Professional and City may agree, and pursuant to any other terms and conditions set
forth or referenced herein or attached hereto.
4.2
Professional shall coordinate her performance, in the form of physical meetings and/or status
reports, with the City Attorney or his duly authorized representative, pursuant to a mutually
agreeable schedule and/or as circumstances dictate.
4.3
Professional shall provide the Services by following and applying at all times the highest
professional standards.
SECTION 5.
COMPENSATION
5.1
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 the total
sum of not more than Eight Thousand Dollars ($8,000.00), at a fee of Eighteen 'Dollars ($18.00)
per hour.
5.2
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 A, 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 percent (1%) of such unpaid
and undisputed invoice amount shall accrue and be immediately due and payable by City to
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Professional as a separate debt for each month same remains unpaid.
5.3
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 Cannel,
which Court shall hold same until notified of a resolution signed by both parties hereto or the entry
of a final judgment thereon.
SECTION 6.
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 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 ten (10) days notice to the other
party.
7.1.2
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."
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 of same that are not in dispute. Disputed
compensation amounts shall be resolved as set forth in paragraph 5.3 hereinabove.
7.2 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.
7.3 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.
7.4 Relationship.
The relationship of the parties hereto shall be as provided for in this Agreement, and neither
Professional, nor any of her agents, employees, contractors, subcontractors and outside sources
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(individually and collectively, "Agents") are or shall become employees of City. Furthermore,
Professional shall have the sole responsibility to pay to or for her Agents 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.
7.5 Indemnification.
Professional hereby warrants and indemnifies City from all claims for damages under workers'
compensation, occupational disease and/or unemployment compensation acts, because of errors
and omissions, because of bodily injury, including, but not limited to, personal injury, sickness,
disease or death of Professional and/or any of Professional' s Agents, and/or because of injury to or
destruction of property, including, but not limited to, any loss of use resulting therefrom.
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 of record and Professional fails to remove it within ten (10) days after the date
of filing thereof, by payment or bonding, City shall have the right to pay such lien or obtain such
bond, all 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 or (b) fails to perform the Services as specified, each such event constituting an
event of default hereunder, City shall have the right to, among other things: (1) terminate all or any
part of this Agreement, without liability to Professional; (2) perform or obtain, upon such terms
and in such manner as it deems appropriate in its sole discretion, the Services which were to be
provided by Professional and Professional shall be liable to City for any excess costs to City in
performing or obtaining same; and/or (3) exercise any other right or remedy available to City at
law or in equity.
7.8 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
performance 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.
7.9 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
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intentional or negligent act or omission of Professional and/or any of her Agents 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 Professional and each of her Agents shall comply with
all existing and future laws of the United States, the State of Indiana and City 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. City reserves the right to collect a penalty as provided in IC 5-16-6-1
for any person so discriminated against. This indemnification obligation shall survive the
termination of this Agreement.
7.11 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.
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:
PROFESSIONAL:
City of Carmel
One Civic Square
Carmel, IN 46032
ATTN: Douglas C. Haney
(with a copy to the City Attorney,
Department of Law, same address)
Karen Gumberts
5341 West Village Drive
New Palestine, Indiana 46163
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 five
(5) business days from the date of such oral notice.
7.13 Effective Date.
The effective date ("Effective Date") of this Agreement shall be February 15, 2000.
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7.14 Governin,~ Law; Lawsuits.
This Agreement shall be govemed 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 further agree that, in the event a lawsuit is filed hereunder,
they waive any rights 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.
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 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, whether as collateral for a loan or
otherwise, and shall not delegate its obligations under this Agreement, without City's prior
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 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.
7.18 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 behalf of such party has the authority to bind
such party or the party which they represent, as the case may be.
7.19 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.
7.20 Advice of Counsel
The parties warrant that they have read this Agreement and understand it, are fully aware of their
respective rights, have had the opportunity for the advice and assistance of an attorney throughout
the negotiation of this Agreement, and enter into this Agreement freely, voluntarily, and without
any duress, undue influence, coercion or promise of benefit, except as expressly set forth herein.
, f
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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:
Presiding Officer
"Bate: - -
Billy \ Z~fi'L/
Date: a T
KAREN GUMBERTS
Karen Gumberts
SSN:
Date:
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EXHIBIT A
Name of Company:
Address & Zip:
Telephone No.:
Fax No.:
Professional Services Invoice
Date:
Project Name:
Invoice No:
Person
Performing
Service
Service Services Provided
Date (Describe in detail in
tenth hour units)
Hourly
one- Rate
Hours
Worked
Total
GRAND TOTAL
Signature
Printed Name
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February 18, 2000
Karen Gumberts
5341 West Village Dr.
New Palestine, IN 46163
Dear Ms. Gumberts
On February 16, 2000, the Bcard of Public Works and Safety approved a contract to do business
with you. Enclosed are several documents which will ensure a successful and profitable business
relationship with the City of Carme[
We ask that you review and complete the enclosed questionnaire and the attached W-9. We must
receive these forms in order to process your claims for services rendered.
Also enclosed is a copy of the signed agreement between you and the City. Please call Clerk-
Treasurer Diana Cordray at 571..2414 if you have any questions.
Sincerely,
Robin L. Butler
Deputy Clerk
Enclosures
pc: Douglas Haney, Department of Law
· ONE CIVIC SQUARE CARMEL. INDIANA 46032 317/571o2400