Curtis L. Coonrod, CPACurtis Coonrod
-:~,counting Services
City
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement"), is hereby made and
entered into by and between the City of Cannel, Indiana, acting by and through its Board of Public
Works and Safety (hereinafter, "City"); and Curtis L. Coonrd, CPA, P.C. (hereinafter, "Professional").
RECITALS
WHEREAS, City owns and is responsible for its public works, which responsibility includes, by
way of illustration and not by way of limitation, the planning, design, construction, operation and
maintenance of the City' s infrastructure system; and
WHEREAS, from time to time, City needs professional services to assist it in effectively and
efficiently fulfilling its foregoing responsibilities; and
WHEREAS, Professional is experienced in providing the professional services covered by this
Agreement which relate to the planning, design, construction, operation and/or maintenance of City's
infrastructure systems; 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
as City may request in writing from time to time.
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 to City the Services.
2.2
Professional acknowledges that it has read and understands this Agreement, and .~that
Professional's written acceptance and/or provision of any Services hereunder shall constitute
Professional' s acceptance of this Agreement and all of its terms and .conditions.
2.3
Professional understands and agrees that City may, from time to time, request Professional, on a
non-exclusive basis, to provide additional professional services to assist City in the planning,
design, construction, operation and/or maintenance of its infrastructure system. The scope of
such additional services and the time frame in which they are to be provided by Professional to
City shall be as requested and defined, in writing, by the Mayor or his duly authorized
representative. Professional shall, upon City's request and the receipt of a scope of additional
services document from City, at no cost to City, provide City with an estimated cost for such
additional services, as well as the date by which such additional services will be provided. Only
after City has approved Professionars time and cost estimate for the provision of such additional
services shall Professional be authorized to commence same.
Curtis Coonrod
,'~¢counting Services
City
2.4
Professional understands and agrees that City reserves the right, at any time, to direct changes, or
cause Professional to make changes in the Services provided under this Agreement, and
Professional agrees to promptly make such changes unless, in Professional's opinion, such
changes will prevent Professional from meeting its intemal quality standards. Any difference in
price or time of performance resulting from such changes shall be equitably adjusted by City and
Professional after receipt of documentation from Professional in such form and detail as City
may require.
2.5 Time is of the essence of this Agreement.
SECTION 3.
CITY'S RESPONSIBILITIES
3.1
Upon its request of Professional for a time and cost estimate for the Services and/or additional
services to be provided hereunder, City shall provide such criteria and information with respect
to the Services and/or additional services as are reasonably necessary for Professional to
understand the specific Services and/or additional services requested and to provide a time and
cost estimate thereon.
3.2 Once City has accepted Professional's time and cost estimate for the Services, City shall:
3.2.1 Furnish to Professional, upon request, such studies, reports and other available data in
City's possession that 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 promptly so
notify City; and
3.2.2 Arrange and make all provisions for Professional to enter upon public and private
property as reasonably required for Professional to perform the Services; and
3.2.3 Make available to Professional for consultation, as needed, such individuals as are
necessary for Professional to provide the Services to City.
SECTION 4.
PROFESSIONAL'S RESPONSIBILITIES
4.1
Once requested by City, Professional shall promptly provide a time and cost estimate and/or a
request for specific information necessary to provide same to City.
4.2
Once City has accepted Professional's time and cost estimate for the Services, such Services shall
be performed pursuant to the terms of this Agreement, within such time and cost estimate, and
pursuant to any other terms and conditions specifically enumerated in any Services description
which may be attached hereto.
4.3
Professional shall coordinate its performance, in the form of physical meetings and/or written
status reports, with the Mayor or his duly authorized representative, pursuant to a mutually
agreeable schedule and/or as circumstances dictate.
Curtis Coonrod
.,~counting Services
City
4.4
Professional shall provide the Services by following and applying at all times generally
recognized professional and technical guidelines and standards. To the extent Professional's
Services do not meet the definition of"professional services" set forth in Indiana Code 23-1.5-1-
11, its liability is limited accordingly.
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 7.2 hereinbelow, City shall pay Professional
pursuant to the standard hourly rate schedule contained in Exhibit A. Notwithstanding the
above, the parties hereto agree that, once during each calendar year in which this Agreement is in
effect, Professional may change its standard hourly rates by providing City with notice of such
changes at least sixty (60) days before the effective date of same. Such rate changes shall be
deemed accepted by the City as of the latter of: (i) their scheduled effective date or (ii) sixty (60)
days after proper notice of same has been provided to City, unless prior to such date City
terminates this Agreement.
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. All such invoices
shall contain all of the information requested on the Professional Services Invoice attached
hereto as Exhibit B, which is incorporated herein by this reference. Subject to the above, 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 the
City, in writing. If such undisputed portion of the invoice amount is not thereafter paid within
five (5) business days after City's receipt of such written notice, and Professional has otherwise
fully complied with its obligations under this paragraph, 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 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
Carmel, which Court shall hold such money until notified of a resolution signed by both parties
hereto or the entry of a final judgment thereon.
5.4
If additional professional services are required and Professional wishes to hire outside sources for
the performance of same, Professional shall so notify City and explain the need and
qualifications of same. If City consents to such outside sources, which consent shall not be
unreasonably withheld, City shall reimburse Professional for the actual cost of such outside
services, which reimbursement sum shall be subtracted from the amount of compensation due
Professional from City hereunder. Professional understands and agrees that any and all outside
sources so hired shall be employees or contractors of Professional only.
Qurtis Coonrod
~l:counting Services
City
SECTION 6.
TERM
Subject to the termination provisions set forth in Section 7.2 hereinbelow, this Agreement shall
be in effect from the Effective Date through December 31, 1998, and shall therealter, on the 1 st
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 Con~dentiality.
Any and all electronic data, computer disks and tapes, and all documentation (other than original
tracings and calculations) generated by Professional pursuant to this Agreement shall be
disclosed only to City and to no other person without City's prior written consent. Professional
shall keep confidential all working and deliberative material pursuant to IC 5-14-3-4.
7.2 Termination.
7.2.1
7.2.2
7.2.3
The obligation to provide Services under this Agreement may be terminated by City or
Professional without cause upon thirty (30) days notice to the other party.
The obligation to provide Services under this Agreement may also be terminated by City
for cause, or upon City's failure to appropriate monies sufficient to pay for all of the
Services to be rendered hereunder, immediately upon Professional's receipt of City's
notice to cease all Services.
In the event of Agreement termination, and as full and complete compensation
hereunder, Professional shall be paid for all Services rendered and expenses incurred to
date of termination that are not in dispute. Disputed compensation amounts shall be
resolved as set forth in paragraph 5.3 hereinabove.
7.3 Binding Effect.
City and Professional, and their respective officers, officials, agents, parmers, successors,
assigns and legal representatives are bound to the other and to its officers, agents, partners,
successors, assigns and legal representatives, in all respects as to all covenants, agreements and
obligations of this Agreement.
7.4 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.
7.5 Relationship.
The relationship of the parties hereto shall be as provided for in this Agreement, and Professional
shall in no fashion be deemed to be an employee of City. In this regard, Professional and all of
its agents, employees, contractors, outside sources and other persons are not and shall not be
employees of City. Furthermore, Professional shall have the sole responsibility to pay to or for
Qurtis Coonrod
~ecounting Services
City
its agents, employees, contractors and outside sources all statutory, contractual and other benefits
and/or obligations as they become due, and City shall not be responsible for same. Rather, 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 of
Professional regarding or related to the subject matter of this Agreement. This indemnification
obligation shall survive the termination of this Agreement.
7.6 Insurance.
Professional shall procure and maintain, with an insurer licensed to do business in the State of
Indiana and reasonably acceptable to City, Professional Responsibility Insurance and such other
insurance as is necessary for the protection of City and Professional from any and all claims for
damages or otherwise 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, sichess, disease or death of any and all of Professional's employees,
agents, contractors and outside sources, and/or because of 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, which is incorporated herein by this
reference. Upon request, Professional shall cause its insurers to name City as an additional
insured on all such insurance policies (except its Professional Responsibility Insurance policy)
and provide City with copies of all such policies. Professional shall provide that such insurance
policies will not be canoeled without thirty (30) days prior written notice to City.
7.7 Force Majeure.
Any delay or failure of either party to perform its obligations hereunder shall be excused if, and
to the extent, that it is caused by an event or occurrence beyond the reasonable control of the
party and without its fault or negligence, such as, by way of example and not by way of
limitation, acts of God, actions by any govemmental authority (whether valid or invalid), court
injunction, fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage, labor
problems (including, but not limited to, lockouts, strikes and slowdowns), inability to obtain
power, material, labor, equipment or transportation; provided that notice of such delay (including
the anticipated duration of the delay) shall be given by the affected party to the other party within
five (5) business days after discovery of the cause of such delay. During any such period of
delay or failure to perform by Professional, City, in its sole option, may purchase some or all of
the same or similar Services from other sources and reduce the Services requested of
Professional hereunder by such degree, without liability to Professional, or have Professional
provide some or all of the Services from other sources at times requested by City and at the
prices set forth in this Agreement.
Curtis Coonrod
~counting Services
City
7.8 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 fifteen (15) 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. Professional shall indemnify and hold harmless
City from and against any and all liabilities, losses, claims, costs, attomey fees, expenses and/or
damages incurred by City in connection with any such lien or the removal thereof. This
indemnification obligation shall survive the termination of this Agreement.
7.9 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 (or such
shorter period of time as is commercially reasonable under the circumstances) after receipt of
notice from City specifying such failure or breach; or (d) becomes insolvent, files, or has filed
against it, a petition in bankruptcy, for receivership or other insolvency proceeding, makes a
general assignment for the benefit of creditors or, if Professional is a partnership or corporation,
dissolves, 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 the Services; and/or
(3) exercise any other right or remedy available to City at law or in equity.
7.10 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.
7.11 Discrimination Prohibition.
Professional represents and warrants that it and each of its employees, agents, contractors,
outside sources and other persons 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.
Curtis Coonrod
~;ccounting Services
City
7.12 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.
7.13 Notice.
Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to
this Agreement shall be in writing and either hand-delivered or sent by postage prepaid
certified mail, return receipt requested, addressed to the parties at the following addresses:
CITY:
City of Carmel
One Civic Square
Carmel, IN 46032
ATTN: Mayor Jim Brainard
(with a copy to the City Attomey,
Department of Law, same address)
PROFESSIONAL:
Indianapolis, IN 46226
Notwithstanding the above, City may provide oral notice of the termination of this Agreement pursuant
to paragraph 7.2 hereinabove, provided that notice shall also then be sent as required by this paragraph
within three (3) days from the date of such oral notice.
7.14 Effective Date.
The effective date ("Effective Date") of this Agreement shall be the date on which the last of the
parties hereto executes same.
7.15 Goveming 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 municipal ordinances and
codes of the City of Carmel, Indiana. The parties timher 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.
7.16 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.
C. urtis Coonrod
Accounting Services
City
7.17 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
written consent.
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 attomey
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.
7.21 Entire Agreement.
This Agreement represents the entire understanding and agreement between Professional and
City with respect to the subject matter hereof and supersedes all prior negotiations,
representations and/or contracts, either oral or written, regarding same. 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.
[remainder of page intentionally left blank]
Curtis Coonrod
Accounting Services
City
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:
D t ' ~ur e, em er
B ~lyary Wae~lk~d(!! M ember~?~/~~~,',~
Date:
CURTIS L. COONROD, CPA, P.C.
Signge ~
Printed Name:
Title: ¢'~r-~l
Po ~x
iNr)l m~f)pbus
Curtis Coonrod
i~,ccotmting Services
City
EXHIBIT A
Professional is available to assist as needed in any matter related to the City budget, and will endeavor to
foresee deadlines, problems and opportunities and bring them to City's attention as appropriate. In
particular, Professional will provide the following services:
Assist in maintaining a capital improvement fiscal plan, based on discussions with City regarding
plans and policies City has adopted and expects to adopt. The fiscal plans will include projections of
revenues and expenditures for each major fund. In developing these projections, professional will
review certain calculations by the State Board of Tax Commissioners, the Department of Revenue
and others, to help assure that revenue calculations are being made correctly.
2. Identify opportunities for tax levy appeals, or other oppommities to increase revenue, and advise on
the procedures for securing them.
3. Attend appeal hearings as appropriate.
4. Identify the need for and assist in the establishment of cumulative funds.
5. Review the budget advertisement by the fiscal officer.
6. Translate the plans into a budget structure, presented on the appropriate prescribed forms, enabling
the Common Council to adopt budgets that are consistent with the plans.
Assist in assuring that the budget, as adopted, will be acceptable to the State Board of Tax
Commissioners. If it appears the budget will not be acceptable, Professional will advise City in
advance of the amounts of budget cuts or other changes the Tax Board will require.
8. Attend the State board of Tax Commissioners budget hearing to help assure that any changes made
by the Board are justified and made in a way most advantageous to City.
9. Review final budget orders by the Tax Board to assure that they are consistent with decisions made
at the budget hearing.
10. Prepare interim financial reports as directed.
Professional shall be paid the following hourly rates for services performed hereunder:
Mr. Coonrod $165.00
Mr. Peters $121.00
Mr. Reedy $132.00
Other Staff Up to $165.00 (approved in advance of work)
Professional shall also be reimbursed for the reasonable fees and expenses it incurs in providing services
pursuant to this Agreement including, but not limited to: long distance telephone charges; postage
expenses; copying costs ($.20/page); long distance outgoing facsimile transmission costs; pre-approved
messenger service, over-night and/or express mail service; filing fees and mileage ($.28/mile). Subject to
the pre-approval obligations set forth above, Professional will not obligate City to an advance or expense in
excess of Two Hundred Dollars ($200.00) without first obtaining the City Attomey' s approval of same.
Curtis Coonrod
~ccounting Services
City
Name of Company:
Address & Zip:
Telephone No.:
Fax No.:
EXHIBIT B
Professional Services Invoice
Date:
Project Name:
Invoice No:
Person
Performing
Service
Service
Date
Services Provided
Hourly
Rate
Hours
Worked
Total
GRAND TOTAL
Signature
Printed Name
Curtis Coonrod
~Accounting Services
City
EXHIBIT C
INSURANCE COVERAGES
Worker's Compensation & Disability
Statutory Limits
Employer' s Liability:
Bodily Injury by Accident:
Bodily Injury by Disease
Bodily Injury by Disease
$100,000 each accident
$ 500,000 policy limit
$100,000 each employee
Property damage, contractual liability,
products-completed operations:
General Aggregate Limit (other than
Products/Completed Operations):
Products/Completed Operations:
$1,000,000
$1,000,000
Personal & Advertising Injury
Limit:
Each Occurrence Limit:
Fire Damage (any one fire):
Medical Expense Limit
(any one person):
$1,000,000
$1,000,000
$ 50,000
$ 5,000
Comprehensive Auto Liability
Owned, hired and non-owned
Bodily Single Limit:
injury and property damage
each accident
$1,000,000
Umbrella Excess Liability
Each occurrence and aggregate
Maximum Deductible
$1,000,000
$ 10,000
Professional Responsibility Insurance:
Per Occurrence:
Aggregate:
$1,000,000
$1,000,000
City Carme'_
April 16, 1998
Curtis L. Coonrod, CPA, P.C.
P.O. Box 26247
Indianapolis, Indiana 46226
Mr. Coonrod:
On April 15, 1998, the Board of Public Works and Safety approved a contract to do business
with your company. Enclosed is a copy of the signed agreement.
Please review the enclosed sample invoice. You do notneed to use this specific form, but we do
require that you submit all information requested on the sample in a similar layout. This format
replaces any other form previously used by the City and is effective upon approval of your
contract.
Please call Clerk-Treasurer Diana Cordray at 571-2414 if you have any questions.
We look forward to working with you.
Sincerely,
Rebecca L. Wolf
Deputy Clerk
cc: file, mayor
ONE CIVIC SQUARE CARMEL, INDIANA 46032 317/571-2400