Hamilton Title Security/UtilHamilton Title Security, LLC
Utilltics Dept - 2002
Title Services - Lacy Property Purchase
Appropriation #02-3030-40; P.O.#W04198
Conlract Not To Exceed $1,281.50
APPROVED, AS TO
FORM BY: ~
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 Hamilton Title (hereinafter "Professional").
RECITALS
WHEREAS, City owns and is responsible for its public works, which responsibility includes, but
is not limited to, the planning, design, construction, operation and maintenance of its infrastructure
system; and
WHEREAS, fi.om time to time, City needs professional services to assist it in fulfilling its
foregoing responsibilities; and
WHEREAS, Professional is experienced in providing such professional title services as are
covered by this Agreement; 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 tbllows:
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 tbr the prot~ssional services
("Services") set forth in attached Exhibit A. which is incorporated herein by this reference.
2.2 Professional understands and agrees that City may, from time to time, request Professional to
provide additional professional services, the scope of which shall be as requested and defined by
the Mayor or his duly authorized representative. When City de~ires additional services from
Professional, City shall notify Professional and set forth the scope of such additional services
desired, as well as the time flame in which such services are to be rendered. At, er City has
authorized ProFessional to provide ~uch additional services, their description shall be set forth in a
document numbered and attached hereto.
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Hamilton Title Security, LLC
U~Iities Dept - 2002
Titl~ Servt~*s - Lacy Property Purchase
Appropriation ~02-3030-40; P.O.#W04198
Coatract Not To Exceed $1,281.50
2.3
Professional understands and agrees that City reserves the right, at any time, to direct Professional
to make changes in the Services provided, or to otherwise change the scope of the work covered
by this Agreement, and Professional agrees to promptly make such changes. Any difference in
price or time of performance rasulting 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.
2.4 Time is of the essence of this Agreement.
SECTION 3_.
CITY'S RESPONSIBILITiES
City shall provide such criteria and information as are reasonably necessary for Professional to
understand the Services and/or additional services requested.
3.2
City shall furnish to Professional such documents and other available data in City's possession as
City considers reasonably pertinent to the provision of the Services and arrange for Professional to
enter upon such property as is reasonably required for Professional to perform the Services.
3.3
City shall designate payment of thc Services from City budget appropriation number 02-3030-40
funds.
SECTION 4.
PROFESSIONAL'S RESPONS[BILITI-ES
4.1
Professional shall pertbrm the Services pursuant to the terms of this Agreement, within its time
and cost estimate, and pursuant to any other terms and conditions set forth or referenced herein,
4.2
Professional shall coordinate its performance with the Mayor or his duly authorized representative
pursuant to a mutually agreeab, le schedule and/or as circumstances dictate.
4.3
Professional shall provide the Services and/or additional services by following and applying at all
time~ generally accepted professional, industry and technical standards.
SECTI¢'IN '~
COIvI~NSATION
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, City shall pay Professional as set
forth in attached Exhibit A.
5.2
Professional estimates that tl~e total price for the Services to be provided to City hereunder shall
be no more than $1,281.50 (the "Estimate"). professional shall submit an invoice to City no more
than once every thirty 00) days for Services provided City during the time period encompassed
by such invoice, Invoices shall bc submitted on a form containing the same information as that
contained on 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
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Hamilton Title SeeufiB,, LLC
Utilities Dept - 2002
Title Services - Lacy Property Pumhase
Appropriation #02-~0~0-40; P.O.#W0419g
Contract Not To Exceed $1,281.50
stated on such invoice within sixty (60) days after the date of City's receipt of same. If the
undisputed portion of an invoice amount is not timely paid, then a late charge in a sum equal to
one percent (1%) of such unpaid and undisputed invoice mount shall accrue and be due and
payable by City to Professional a~ a separate debt for each month same remains unpaid.
5.3
Professional agrees not to provide any Services to City that would cause the total cost of the
Services provided hereunder to exceed the Estimate, unless City bas previously agreed, in writing,
to pay an amount in excess thereof.
SECTION 6. TERM
Subject to the termination provisions set forth in Section ?. 1 hereinbelow, this Agreement shall be
in effect from thc Effective Date through December 31, 2002, and shall thereafter, on the first day
of January in each subsequent year, automatically renew for a period of one (!) year.
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' prior notice to the
other pray.
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 "Not,ce' 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
expcas~ incurred ~ of the date of termination of same that are not in dispute, except that
such payment amount shall not exceed the Estimate amount in effect at the time of
termination, unless the parties have previously agreed in writing to a greater amount.
Disputed compensation amounts shall be resolved as allowed by law.
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 a~ 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.
Xvd l,g:gI N01{
Hamilton Title Secur/ty, LLC
Utilities Dept - 2002
Title Set'vic, cs - Lacy Prop~-ty Purchase
Appropriation #02-3030-40; P.O.#W04198
Contract Not To Exceed $1,281.50
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 shall become employe~s of City.
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 a~ they become due.
Rather, the compensation to be paid hereunder by City to Professional shall be the full an
maximum mount of compensation and monies required of City to be paid to Professional
hereunder. Professional hereby warrants and indemnifies City for mid 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 or contractor of
Professional regarding or related to the subject matter of this Agreement. This indemnification
obligation shall survive the termination of this Agreement.
7.5 Insurance_.
Professional shall procure and maintain, with an insurer licensed to do business in the State of
Indiana and reasonably acceptable to City, such insurance as is necessary tbr the protection of
City and Professional fi.om 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 injury, sickness, disease or death of any of
Professional's employees, agents or con,rooters and/or because of injury to or destruction of
property, including, but not limited to, any loss of use resulting th*reft-om. Thc coverage amounts
shall be no less than those amounts set forth on attached Exhibit C. Such insurance policies shall
not be canceled without thirty O0) days prior 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 of record and Professional fails to remove it within ten (10) days afier 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, 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 speci~ing such failure or breach; 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 fight to,
anmng 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
scowl
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Hamilton T/tlc Seearity, LLC
Ufilit[~ D~pt ~ 2002
Title Scrviee~ - Lacy Property Pt~chase
Appropriation #02-303040; P.O,~V04198
Contract Not To E:~ceefl $1,251,50
in its sole discretion and without penalty hereunder, the Services which were to be provided by
Professional; and/or (3) exercise any other right or remedy ava!lable to City at law or in equity.
7.80ovemment Compliance.
Professional agrees to comply witla all present and future federal, state and local laws, executive
orders, rules, reguiatior~s, 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
fi~om any and all losses, damages, costs, attorney fees and/or liabilities resulting Rom any
violation o£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 it~ officers, officials, employees, agents,
a~signs 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 and/or any of its employees, agents,
outside sources, contractors or subcontractors in the performance of this Agreement, or otherwise.
This indemnification obligation shall survive the termination of this Agreement.
7.10 Discrimination Prohibition.
Professional represents and warrants that it and each of/ts employees, agents and contractors shall
comply with all existing and future laws of the United States, the State ct~ 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. This indemnification obligation shall survive the
termination of this Agreement.
7.11 Severabili~.
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:
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H~a~ilton T/tlc Security, LLC
Ut/llt/es Dept - 2002
Title Services - Lacy Property Purchase
Appropriation #02-3030-40; P.O.#W04198
Contract Not To Bxcecd $1,28 I.$0
CITY:
PROFESSIONAL:
City of Carmel
One Civic Square
Carmel, IN 46032
ATTN: John Duffy
(with a copy to the City Attorney,
Department of Law, same address)
Hamilton Title Security, LLC
865 West Carmel Drive, Suite 110
Cannel, IN 45032
ATTN: David Walsh
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.
7.13 Effective Date.
The effective date ("Effective Date") of this Agreement shall be the date on which the last of the
parties hereto executes same.
7.14 .Govemin~ 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 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.
7.15 Waiver.
Any delay or inaction on thc 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 thereaRer.
7.16 Non-Assimament.
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 A cement.
This Agreement contains the entire agreement of and betxveen 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
too~
Ham/ItOh Title Security, LLC
Utilities Dcpt - 2002
Title Services - Lacy Property Purch~¢
Appropriation #02-3030-40; P.O.#W0~.i 98
Coutr~gt Not To Exceed $1,281.50
Agreement may be amended, added to or subU:acted from except by an agreement in writing
signed by both parties hereto and/or their respect/ye successors in interest. To the extent any
provision contained in this Agreement conflicts with any provision contained in any er~hibit
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 ofth/s 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, accept all the terms and
conditions hereof, have had an opportunity to obtain the advice and ass[stance of counsel
throughout thc negotiation of this Agreement, and enter into sm'ne freely, voluntarily, and without
any duress, undue influence or coercion.
(remainder of page intentionally left blank)
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H~milton Title Sec,.u4ty, LLC
Utilifie~ Dep/- 2002
Title Servie,~s - Lacy Property Purchase
Appml~iation #02-303040; P.O.#W04198
Contract Not To Exceed $1.281 .$0
IN WITNESS WHEREOF, the parties hereto have made and executed tlfis Agreement as follows:
CITY OF CARMEL, INDLtuNA
by and through its Board of Public
Work~ and Safety
HAMILTON TITLE SECURITY, LLC
Aut~6rized Signature
Printed Name: ~
FDrrrN: 3,5'--2o33
SSN if Sole Proprietor:
Date: ~
Diana Cordray,~, ~lerk. T~fisurer -- ~/)
600~]
8
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TIT~ SECURITY, LLC
P. 1
Please deliver to:
Judy Stohler
City of Carmel
Facslmile Number: ~ ~. j~¢l0
Number of Pages~/ncluding cover sheet: I '
Date: Februar~ 26,2002
Reference: Judith Lacy, Trustee/City ofCarme//131,t & Shclborne/Our2020711
From; David L. Welsh Direct Telephone: (317) 805-7072
Direct Fax (317) 805-7172
Message;
You have requested that we provide to you our cost associated with/he
production of a title commitment and title insurance with closing serviee~ for the 27-
30 acre parcel at 131~t and Shelborne. It is our understanding that the final sales
price will be based upon a per net acre sales price of $39,500.00. We believe that the
net acres will be approximately 27 acres for a final sales price in the arcs of
$1,066,$00.00. Based upon those assumptions, we belleve the following to be the
costs associated with our services:
1. Title commitment with final title insurance policy. $1,066,50
2. One'half (1/2) of the clesing cost (cash elesing) $ 175.00
3. Estimated recording, disclosure and transfer fees $ 25.00
4. Wire trarlsfer fees $ 15.00
W~ hnve star,ed thc ~earch process as we understand that the Ci/y would like to
have this matter concluded in approximately thirty (30) days. Should you have any
questions concerning the above please feel free to call me. Thank you.
cc: Tammy Har~ey 574-3716 . David Welsh ~0
865 WEST CARMEL DRIVE · SUITE 110 . CARMEL, INDIANA 46032_
(FAX) 843-5429 (317) 843-5300
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EXFf~:IIT B
Invoice
Name of Company:.
.4ddress & Zip:
Teleyhone No.:
F~ No,:
Project Name:
Invoice No:
· - P~se~ ta~id'iag' ·
Goads/Service~s
Prowded
· -Goo4sT~e~4~es pr~e~de~
(Describe each good/service
separately and Lu detaU)
Goods
· Ce~- Per-
Item
-Ho,terly IT°tat
Rate/
Ho urs
Worked
GRAND TOTAL
Signature
Pr~red Name
EXHr IT C
INS UILiNCE COVERAGES
Worker's Co. mpensaQon & DisaBility . Statutory Lirrdts
Employer's Liability:
B~dily Injury by Accident/Disease:
Bodily Injury by Accident/Disease:
Bodily Injury by A~¢ident/Disc,~e:
Property damage, con~'actual liability,
products.-~ompleted bperaQons:
$100,000 each cmploye¢
$250,000 each accldcnt
$500,000 policy limit
Gerieral Aggregate L/mit (o~h~r than
P~oduct~/Completed Operations):
Products/Completed Operations:
Personal & Advertish~g hjury
Policy Limit:
Each Ocgurrence Limit:
FL Damage (any one fire): '
Med/cal Expease Limit (any one person):
$500,000
$500,000
$500,000
$250,000
$250,000
$ 50,000
Comi>rehensive ,~uto Liability (owned, h/red aact non-owned)
Bodily Single L/init:
Injur7 and propert7 damage:.
PoEcy L/mit:
Umbrolla Excess Liability
$500,000 each accident
$500,000eachaccident
$500,000
Each occurrence and agge~.gate:
Maximum deductible:
'$$00,000
$ 10,000
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