Max Pearcy/CTMax Pearcy
Clerk-Treasurer - 2002
Barrett Law Software Development
Appropriation Fund 220; P.O.# 10494
Contract Not To Exceed $1,375.00
APPROVFD, A~O
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 Max Pearcy (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 infi'astmcture
system; and
WHEREAS, from time to time, City needs professional services to assist it in 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") 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 of same constitutes its acceptance of all Agreement terms and conditions.
Max Pearcy
Clerk-Treasurer - 2002
Barrett Law Software Development
Appropriation Fund 220; P.O.#10494
Contract Not To Exceed $1,375.00
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, the scope of which shall be as
requested and defined by the Mayor or his duly authorized representative. When City desires
additional services fi'om Professional, the Mayor or his duly authorized representative shall notify
Professional and set forth the scope of such additional services desired, as well as the time frame
in which such services are to be rendered. Professional shall then provide, at no cost to City, a
time and cost estimate for such additional services. Only after City has approved Professional's
time and cost estimate shall Professional be authorized to commence such additional services, the
description of which shall be set forth in documents which shall be numbered and attached hereto
in the order approved.
2.4
Professional understands and agrees that City reserves the right, at any time, to direct Professional
to make changes in the Services and/or additional 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 resulting from such changes shall be
equitably adjusted by City and Professional after receipt of documentation fi'om Professional in
such form and detail as City may require.
2.5
Professional expressly warrants that all Services and/or additional services covered by this
Agreement will conform to the specifications, samples, instructions, and/or descriptions fumished
to City by Professional or by Professional to and accepted by City, and that such Services and/or
additional services will be performed in a timely manner, in a good and workmanlike manner and
free from defects.
2.6
Professional acknowledges and agrees that it knows of City's intended use and expressly warrants
that all Services and/or additional services provided pursuant to this Agreement will be fit and
sufficient for the particular purposes intended by City.
2.7 Time is of the essence of this Agreement.
SECTION 3.
CITY'S RESPONSIBILITiES
3.1
City shall provide such criteria and information as are reasonably necessary for Professional to
understand the 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 and/or additional
services, City shall:
3.2.1 Furnish to Professional, upon request, such studies, reports and other available data in
City's possession as City considers reasonably pertinent to the Services and/or additional services
to be prov!ded; and
3.2.2 Arrange for Professional to enter upon public and private property as reasonably required
for Professional to perform the Services and/or additional services; and
Max Pearcy
Clerk-Treasurer - 2002
Barrett Law SoRware Development
Appropriation Fund 220; P.O.#I0494
Contract Not To Exceed $1,375.00
3.2.3 Make reasonably available to Professional for consultation, as needed, such individuals as
are necessary for Professional to provide the Services and/or additional services to City.
3.2.4 Designate payment of the Services and/or additional services from City budget
appropriation fund 220.
3.3
City shall designate the Mayor or his duly authorized representative to act on City's behalf on all
matters regarding the Services and/or additional services.
SECTION 4.
PROFESSIONAL'S RESPONSIBILITIES
4.1
Professional shall provide to City, within five (5) business days after City requests same, a written
time and cost estimate for the Services and/or additional services requested by City to be
performed by Professional.
4.2
Once City has accepted Professional's time and cost estimate for Services and/or additional
services, they shall be performed pursuant to the terms of this Agreement, within such time and
cost estimate, and pursuant to any other terms and conditions set forth or referenced herein.
4.3
Professional shall coordinate its performance with the Mayor or his duly authorized representative
pursuant to a mutually agreeable schedule and/or as circumstances dictate.
4.4
Professional shall provide the Services and/or additional services by following and applying at all
times the highest professional and technical 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, City shall pay Professional as set
forth in attached Exhibit A.
5.2
Professional estimates that the total price for the Services to be provided to City hereunder shall
be no more than $1,375.00. Professional shall submit an invoice to City no more than once every
thirty (30) days for Services and/or additional 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,
which is incorporated herein by this reference. City shall pay Professional for all undisputed
Services and/or additional services rendered and 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 amount shall accrue and be due and payable by City to Professional as a separate debt for
each month same remains unpaid.
5.3
Professional agrees to provide City, in writing, and within fifteen (15) days of City's request for
same, with Professional's estimate ("Estimate") of the total cost for the Services and/or additional
Max Pearcy
Clerk-Treasurer - 2002
Barrett Law Sofavare Development
Appropriation Fund 220; P.O.# 10494
Contract Not To Exceed $I,375.00
Services to be provided by Professional to City under this Agreement during the time period
requested. Professional agrees not to provide any Services and/or additional Services to City
during the time period covered by an Estimate that would cause the total cost of the Services
and/or additional Services provided by Professional to City hereunder during such time period to
exceed the Estimate, unless City has previously agreed, in writing, to pay an amount in excess
thereof.
5.4
City, in its sole discretion, may agree to pre-pay all or any portion of the compensation to be paid
Professional as a result of its provision of the Services and/or additional services hereunder, which
pre-payment shall be expressly contingent upon and subject to an accounting and reconciliation by
and between the parties at such time as such Services and/or additional services are fully
performed, this Agreement is terminated and/or upon City's request. Professional agrees to
immediately disgorge to City any prepayment amount it has received from City for Services
and/or additional services that are disputed by City and/or which constitutes an overpayment for
same.
5.5
If additional professional services are required and Professional wishes to hire an outside source
for the performance of same, Professional shall so notify City, in advance of the engagement of
such outside source, with an explanation of the need and qualifications of same. If City consents
to such outside source, which consent shall not be unreasonably withheld, City shall reimburse
Professional for the actual cost of same, which reimbursement sum shall be subtracted bom 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. Professional 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 the use by Professional of an
outside source. This indemnification obligation shall survive the termination of this Agreement.
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, 2002, and shall thereafter, on the first day
of January in each subsequent year, automatically renew for a period of one (1) year.
SECTION 7.
MISCELLANEOUS
7.1 Termination.
7.1.1
The obligation to provide all or any portion of the Services and/or additional services
under this Agreement may be terminated by City or Professional without cause upon
thirty (30) days' notice to the other party.
7.1.2
The obligation to provide all or any portion of the Services and/or additional services
under this Agreement may be terminated by City for cause, or upon City's failure to
appropriate monies sufficient to pay for same, inunediately upon Professional's receipt of
City's '2qotice To Cease Services."
Max Pearcy
Clerk-Treasurer - 2002
Barrett Law Software Development
Appropriation Fund 220; P.O.#10494
Contract Not To Exceed $1,375.00
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 and/or additional
services rendered and expenses incurred as of the date of termination of same that am 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 Binding 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 its agents, employees, contractors, subcontractors or outside sources are or
shall become employees of City. Furthermore, Professional shall have the sole responsibility to
pay to or for its agents, employees, contractors, subcontractors 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 fi.om 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.
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 for the protection of
City and Professional from 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, contractors, subcontractors or 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
Max Pearcy
Clerk-Treasurer- 2002
Barrett Law Software Development
Appropriation Fund 220; P.O.#10494
Contract Not To Exceed $1,375.00
Exhibit C. Professional shall cause its insurers to name City as an additional insured on all such
insurance policies (except on its Professional Responsibility Insurance policy), shall, upon
request, provide City with copies of all such policies, and shall provide that such policies will not
be canceled without thirty (30) 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 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 fi-om and against any and all liabilities, losses, claims, costs, attorney fees, expenses and/or
damages incurred by City in connection with any such lien or the removal thereofi This
indemnification obligation shall survive the termination of this Agreement.
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 and/or
additional services as specified; (c) fails to make progress so as to endanger timely and proper
completion of the Services and/or additional 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 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, 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 and/or additional 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 fight 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 fi-om any
violation of such law, order, rule, regulation, code or ordinance. This indemnification obligation
shall survive the termination of this Agreement.
Max Pearcy
Clerk-Treasurer - 2002
Barrett Law Software Development
Appropriation Fund 220; P.O.# 10494
Contract Not To Exceed $1,375.00
7.9 Indenmification.
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 and/or any of its employees, agents,
outside sources, contractors or subcontractors in the performance of this Agreement, or otherwise.
The failure to do so shall constitute a material breach of this Agreement. This indemnification
obligation shall survive the termination of this Agreement.
7.10 Discrimination Prohibition.
Professional represents and warrants that it and each of its employees, agents, contractors,
subcontractors and outside sources 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 and/or additional 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, remm
receipt requested, addressed to the parties as follows:
CITY:
City of Carmel
One Civic Square
Carmel, IN 46032
ATTN: Diana L. Cordray
(with a copy to the City Attorney,
Department of Law, same address)
PROFESSIONAL:
Max Pearcy
7739 Cruyff Circle
Indianapolis, IN 46214
ATTN: Max Pearcy
Max Pearcy
Clerk-Treasurer - 2002
Barrett Law Software Development
Appropriation Fund 220; P.O.#10494
Contract Not To Exceed $1,375.00
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 fi:om 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 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 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 A~reement.
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.
Max Pearcy
Clerk-Treasurer - 2002
Barrett Law Software Development
Appropriation Fund 220; P.O.#10494
Contract Not To Exceed $1,375.00
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, have had an opportunity
to obtain the advice and assistance of counsel throughout the negotiation of this Agreement, and
enter into same freely, voluntarily, and without any duress, undue influence or coercion.
1N 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
J~-~es Brainard, Presiding Officer
Burke _Men er
Date:
Billy ~lker"Member
Date:
MAX PEARCY
Authorized Signature
erintedName: ~!k-a~,(- ~- ~)(;0~c{,'~
Title: ~)~o c~_ ~-c~ ~, ~-e ~
FID/TIN:
SSN if Sole Proprietor:
Date: ~ / '*) [ 0 '2.-
ATTEST:
09:57
ACS 148 TEL:i_317L~27_7~t22
Computer Consulting Services Agreement
Make Modifications to the Barrett Law System as follows:
1.1. Delete the Sequence Number and use the Parcel Number as the unique Identifier for a property for a
project.
1,2. Remove all Bend Modules from the application.
1.3. Delete all Iogos pertaining to the City of Indianapolis and replace them the City of Carmel logo.
1.4. Replace references to the City of Indianapolis in all reports and letters with the City of Cannel.
1 ..5, Change other wording in letters as defined by Carmel.
1.8. Change the waiver interest calculation to calculate 6.5% compounded annually on the remaining principal
balance
1.7. Calculate delinquent charges will be 6 months of interest on the remaining principal balance.
1.8. Payoff Interest will be calculated with a 6.5% annual percentage rate on the remaining balance.
Train up to three persons how to use system for a maximum total of 6 hours. (2 hours per person}
Install system on the City of Carmel's network as directed by Carmel's IT department and make system
available on up to 5 computers.
Estimate of Hours of work
25 hours with a maximum chargeable hours of 27.5 hours
$50 per hour ~m~,~
~t N=m~: ~ 12/2S/2gOl
Karen Huffman Cor~$ult~nt C~3~1~,c! N;me:
~ct'~s: ~ Max Pearcy
Payroll Administrator
Bystgnln'--"---'----~ below, the Consultan~ Cc~sullant
· ,,,~uwea ma[ [ne terms and condit ons below shall form an integral part of this
Agreement anti that the Consultant has read all of such terms and conditions a araes wtth the
~indln~ uocn.J~rlm~l~al.,,,,U] p k, ......... s a,.~l_~r~ ' same, This
~ x D~ , X
Terms and Conditions
1. Services. The Consu tant shal ,.during the Term (as defined beiow~ erovide to the Prin '
consulting services described above {th'~arv~ce~,~ ~, ..,.~- ,, ..... c ,;. . , clpal the camputer
. -- ,. ,=, =u,~,[ u,~=s as me Pnnclpai may reasonably request..'
2, Compensation. The Principal shall pay to the Consultant the Daily Compensation Rate referred to above
for each day of providing Services under this Agreement, whether at the Principal's premises or elsewllere, or a
propo~ionate share thereof for any period less than a day, For the purposes hereof, a day shall have eight [8)
working hours. The Principal shall reimburse the Consultant for all reasonable expenses author(zed in advance by
~21'OiIFR{) 09:57 ACS 148 TEL:I-317-327-7822 ::~
· · ~'~ , ~'
the Principal and incurred in connection with this Agreement. The Consultant shall aubmit monthly invoices to the/' ·
Principal for its compensation and related expenses during the preceding month. The Principal shall pay to the
Consultant such Invoices within thirty (30) days after receipt of the invoice accompanied by vouchers or receipta
evidencing such expenses. The Consultant shall maintain complete and accurate accounting records, in a form in
accordance with sound accounting practices, to substantiate its invoices hereunder. Such records shall include
payroll records, job cards,
a~tendance cards and job summaries. The Consultant shall retain such records for one
year from the date of final payment under this Agreement. The Principal shall have access to such records for
purposes of credft during normal business hours during the Term and during the period in which the Consultant is
required to maintain such records as herein provided.
3. Term. This Agreement shall commence on the Commencement Date referred to above end shall remain in'
effect the Term referred to above, provided that the parties may, In writing, agree to extend the Term.
No[withstanding the foregoing, this Agreement may be terminated at any tfme at t~e option of one party, upon the
failure of the other party to comply with the covenants, terms and agreements of this Agreement and upon notice of
such failure to such other party. Upon any termination of this Agreement, the Consultant shall deliver to the Principal
all written or descriptive matter which has been developed, maintained or copied by the Consultant In furtherance of
this Agreement, or which may contain Confidential Information (as defined below), Including, but not limited to
drawings, files, lists, plans, blueprints, papers, documents, tapes or any other such media. The Consultant shall
secure all such written or descriptive matter in locked flies at all times to prevent their loss or unauthorfzed
disclosure, and to segregate Confidential Information at all tJmes from the material of others. In the event of loss or
destruction of any such written or descriptive matter, the Consultant shall promptly notify the Principal of the
particulars of the same in writing.
4. Confidential Information.
(a) For the purposes of this Agreement, the term 'Confidential Information" means all information disclosed to,
or acquired by, the Consultant, its employees or agents in connection with. and d-rfng the term of this Agreement
which relates to the Principal's past, present and fl~b~re research, developments, systems, operations and business
activities, including, without limiting the gensrality of the foregoing:
ti) all items and documents prepared for, or submitted to, the Principal in connection with this Agreement. and
(ii) all information specifically designated by '~he Principal as confidential;
(Ill) but shall not inctuda any information which was known to the Consultani, its employees or agents prior to
the date hereof, or which was publicly disclosed otherwise than by breach of this Agreement.
(b) The Consultant acknowledges that pursuant to the performance of its obligations under this Agreement, it
may acquire Confidential Information. The Consultant covenants and agrees, during the Term and following any
term[nation of this Agreement, to hold and maintain all Confidential Information in trust and confidence for the
Principal and not to use Confidential Information other than for the benefit of the Principal. Except as authorized in
writing by the Principal, the Consultant covenants and agrees not Io disclose any Confidential Information, by
publication or otherwise, to any person other than those persons whose services ars contemplated for the purposes
of carrying out this Agreement, provided that such persons agree in writing to be bound by, end comply with the
provision~ of this paragraph. The Consultant shal] obtain similar covenants and agreementa to ~hose contained in
this paracjraph for the benefit of the PrlncipaJ from each of its employees or agents w~o are, or may be, exposed to
Confidential Information.
5. Rights In Data,
(a) Ail of the items 13tapered for or submitted to the Principal under this Agreement (the 'Items") shall belong
exclusively to the Principal. The Consultant hereby assigns '~o the Pd;tcipal the ownership of copyright in the Items
and the Principal shall have the right to obtain and hold, in Its own name, copyrights, regisb'ations and similar
protection which may be availaPle in the Items. The Consultant shall give the Principal or Rs designees all
assistance reasonably required to perfect such rights.
(b) To the extent that any pre-exist~ng m aterials are contained in the Items, the Consultant grants to the
Principal an irrevocable, non-exclusive, worldwide, royalty-free license to ti) use, execute, reproduce, display,
perform, distribute 0ntamally or externally) copies of, and pre,are derivative works based upon the Items and (ii)
authorize others to cio any, some or all of the foregeJng.
(c) The Consultant shall have the right to publish any information resulting from its performance under this
Agreement in a manner which preserves the Principal's copyright in Ihs items, a~ter obtaining the Principal's prior
written approval, which approval shall not be unreasonably withheld: provided that any such approval may be
conditional upon reasonable alterations or deletions to ensure that Confidential Information is not published. The
Consultant agrees to delay publication of any invention w~[ch the Principal has decided to, or is in the process of
deciding to, seek patent protection for a period no~ to exceed slx (0) months from the date that such mateHa{ is
disclosec~ [o the Principal for approval.
2
BEC. -21' OI{?RI) 09:S8
ACS 148 T£L:I-317-327-?822
(d) No license or right is granted to the Consultant either expressly ar by implication, estoppel or othenvise.
publish, reproduce, prepare derivative works based upon, distribute copies of, publicly display, or perform, any of
the Items, except pre-existing materials of the Consultant, eider dudng the Term ar after termination of this
Agreement. ·
6. Warranties. The Consultant represents and warrants as follows: ·.
(a) That it is under no obligation or restriction, nor will it assume any such obligation or restrictJon~ which!would "
in any way interfere or be inconsistent with, or present a conflict of interest concerning [he services to be furnished
by it under this Agreement.
(b) That all items delivered to the Principal pursuant to this Agreement are original and that no portion oi such
items, or their use or distribution, violates or is protected by any copyright ar similar right of any third p~rty.
(c) That any Information disclosed by the Consultant to the Principal is not confidential and/or proprietary to ~he
Consultant and/or any third party.
7. Trade Marks and Trade Names. Notwithstanding any other provision of this Agreement, [he Consultant
shall have no right to use the Trade Marks or Trade Names of the Principal or to refer to this Agreement or the
Services, directly or Indirectly, tn connection with any product, service, promotion or publication without the prior
written approval of the Principal.
8. Notices. All notices, requests, demands or other COmmunications required by this Agreement or desired to
be given or made by either of the par~Jes to the other hereto shall be given or made by personal delivery or by
mailing the same in a sealed envelope, past. age prepaid, registered mall, return receipt requested, and addressed to
the parties at their respective addresses set forth above or to such other address as may, from time to time, be
designated by notice given in the manner provided in [his paragraph. Any notice ar communication mailed as
aforesaid shall be deemed to have been given and received on the third business day next following the date of ils
mailing. Any notice or writing delivered to a path/hereto shall be deemed to have it been given and received on the
day it is delivered, provided that if such day is not a business day, then t~e notice or communication shall be
deemed to have been given and received on the business day next following such date.
9. Consultant's Agreement With its Emptoysas. The Consultant will have an appropriate agreement with
each of its employees or others whose services it may require, which Agreement shall be sufficient to enable it to
comply with all the terms of this Agreement.
10. Insurance. The Consultant shah maintain, throughout the performance of its obligations 'under [his
Agreement, adequate general liability insurance providing coverage against liability far bocJily injury, death and
property damage which may arise out of or based upon any act or omission of the Consultant or any cf its
employees, agents or subcontractors under this Agreement. Upon written request, the Consultant shall promptly
provide certificates from its insurers indicating [he amount of insurance coverage, the rTature of such coverage and
the expiration date of each applicable policy.
11. Compliance With Laws. The Consultant agrees that it will comply with all applicable laws, ordinances,
regulations and codes In the performance of its obligations under this Agreement, including the procurement of
permits and replicates where required. The Consultant further agrees to hold harmless and indemnify the Principal
against apy loss or damage to include ressonable sollcitor's fees that may be sustained by reason of the failure of
the Consultant or its employees, agents or subcontractors to comply with such laws, ordinances, regulations end
codes.
12. Entire Agreement. This Agreement sots forth the entire Agreement between the parties hereto in
connection wit~ the subject matter hereof. No alteration, amendment or qualification of [his Agreement shall be valid
unless it is in writing and is executed by both of the parties hereto.
13. Severability. If any paragraph of this Agreement or any portion thereof ls determined to be unenforceable
or invalid by the decision of any court by competent jurisdiction, which determination is not appealed or appealable,
for any reason whatsoever, such unenforcaabitity or invalidity shall not invalidate we whole Agreement, but the
Agreement shah be construed as if it did not contain the particular provision held to be invalid and the rights and
obligations of the parties shall be construed and enforced accordingly.
14. Further Assurances. The parties hereto covenant and agree [hat each shall and will, upon reasonable
request of the other, make, do, execute or cause-te. J3e made, done or executed, afl such further and other lawful
acts. deeds, things, devices and assurances whatsoever for the better or more per~ect and absolute performance of
the terms and conditions of the this Agreement.
15. Successors and Assigns. The Corlsultant shat[ not assign this Agreement or any interest herein or
subcontract the performance of any Services without the prior written consent of the Principal. This Agreement may
be assigned by the Principal without the Consultant's consent and the Assignee shall have the rights and obligations
of the Principal This Agreement shall enure to the benefit of and be binding on the heirs, executors, administrators,
successors and pertained assigns of the per'ties hereto.
3
09:59
TEL. 1-~17-;~27-7822
16. Governing Law. This Agreement shell be governed ~ and construed In accordance with the law,
State in which the Principal Is located.
17. I~.elat]onshlp. The Consultant shall perform the Services as an Independent contractor. Nothing contained'
In this Agreement shall be deemed to c~eate any association, par~emhlp, Joint venture, or relationship of'prinCipal
end agent or employer and employee betwea~ the parties hereto or to provide either pmly with the right, power or
authority, whether express or imp/led, to c~'eate any such dut~ or obligation on behalf of the other party. The ·
Consultant also agrees that it will not hold itself out as an affiliate of or parther, joint van~rer, co-pdnclpel orco-
employer with the Principal, by reason of the Agreement and that the Consultant will not knowingly permit any of its
employees, egants or Co~sullents to hold themselves out as, or claim to be, officers or employees of the Principal
by reason of the Agreement. In the event that the Principal is adjudicated to be a partner, joint venturer, co-Principal
or co-employer of or with the Consultant, the Consultant shall Indemn~ and hold harmless the Principal from and
against any and all claims for loss, Ilal3ility or damages arising therefrom.
18. Construction. In this Agreement, except es othe~vise expressly provided, ali words and personal
pronouns relating [hereto shall be read and construed as the number and gender of the party or parties referred to
In each case require end the verb shall be read and construed as agreslng with the required word and pronoun.
19. Headings. The division of this Agreement into paragraphs and the use of headings is for convsnlance of
reference only and shall not modify or affect t~e [ntorpratatio~l or consb'uction of this Agreement or any of its
provisions.
4
Max Pearcy
Clerk/Treasurer - 2002
Barrett Law Sol, rare Development
Appropriation: Fund 220#; P.O.#10494
Contract Not To Exceed $1,375.00
EXHIBIT B
Invoice
Name of Company:
Address & Zip:
Telephone No.'.
Fax No.:
Dage:
Project Name:
Invoice No:
Person Providing
Goods/Services
Goods
Date
Goo~s/
Service
Provided
Goods/Services Provided
(Describe each good/service
separately and in detail)
ICost Per
Item
Services
Hourly
Rate/
Hours
Worked
Total
GRAND TOTAL
Signature
Printed Name
Max Pearcy
Clerk/Treasurer - 2002
Barrett Law Soft. yarc Development
Appropriation: Fund 220#; P.O.#10494
Contract Not To Exceed $1,375.00
EXHIBIT C
INSURANCE COVERAGES
Worker's Compensation & Disability
Employer's Liability:
Bodily Injury by Accident/Disease:
Bodily Injury by Accident/Disease:
Bodily Injury by Accident/Disease:
Property damage, contractual liability,
products-completed operations:
General Aggregate Limit (other than
Products/Completed Operations):
Products/Completed Operations:
Personal & Advertising Injury
Policy Limit:
Each Occurrence Limit:
Fire Damage (any one fire):
Medical Expense Limit (any one person):
Statutory Limits
$100,000 each employee
$250,000 each accident
$500,000 policy limit
$500,000
$500,000
$500,000
$250,000
$250,000
$ 50,000
Comprehensive Auto Liability (owned, hired and non-owned)
Bodily Single Limit:
Injury and property damage:
Policy Limit:
Umbrella Excess Liability
Each occurrence and aggregate:
Maximum deductible:
$500,000 each accident
$500,000 each accident
$500,000
$500,000
$ 10,000