Sue Ellen JohnsonSue Ellen Johnson
DO~S - Consulting Services 2002
Appropriation #404; P.O.#4454
Contract Not To Exceed $3,000.00
AGREEMENT FOR PROFESSIONAL SERVICES
APPROVED, AS TO
FORM
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 Sue Ellen Johnson (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 administrative and executive secretarial
consulting services to assist it in effectively and efficiently fulfilling its foregoing responsibilities; and
WHEREAS, Professional is experienced in providing such professional consultation and training
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 hon-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 executive administrative
and secretarial services ("Services") set forth hereinabove.
2.2 Time is of the essence of this Agreement.
Sue Ellen Johnson
DOCS - Consulting Services 2002
Appropriation #404; P.O.#4454
Contract Not To Exceed $3,000.00
SECTION 3.
CITY'S RESPONSIBILITIES
3.1
City shall provide such information as is reasonably necessary for Professional to understand the
Services requested.
3.2.
City shall arrange for Professional to enter upon public and private property as reasonably required
for Professional to perform the Services.
3.3 City shall designate payment of the Services from City budget appropriation number 404 funds.
SECTION 4.
PROFESSIONAL'S RESPONSIBILITIES
4.1
Professional shall perform the Services pursuant to the terms of this Agreement and within any
applicable time and cost estimate.
4.2 Professional shall coordinate with City its performance of the Services.
4.3
Professional shall provide the Services by following and applying at all times reasonable and
lawful standards as accepted in the industry.
SECTION 5.
COMPENSATION
5.1
Professional estimates that the total price for the Services to be provided to City hereunder shall be
no more than Three Thousand Dollars ($3,000.00) (the "Estimate"). 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,
incorporated herein by this reference. City shall pay Professional for all undisputed Services
rendered and stated on such invoice within sixty (60) days from the date of City's receipt of same,
or be subject to a late charge of one percent (1%) of such unpaid and undisputed invoice amount
for each month same remains unpaid.
5.2
Professional agrees not to provide any Services to City that would cause the total cost of same to
exceed the Estimate, without City's prior written consent.
SECTION 6.
TERM
Subject to the termination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be
in effect from its 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.
Sue Ellen Johnson
DOCS Consulting Services 2002
Appropriation #404; P.O.#4454
Contract Not To Exceed $3,000.00
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' notice.
7.1.2
The obligation to provide all or any portion of the Services under this Agreement may be
terminated by City, for cause, 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 that are not in dispute, except that such
payment amount shall not exceed the Estimate. Disputed compensation amounts shall be
resolved as allowed by law.
7.2 Binding Effect.
City and Professional, and their respective officers, officials, agents, representatives, partners and
successors in interest are bound to the other as to all Agreement terms, conditions and
obligations.
7.3 No Third Party Beneficiaries.
Nothing contained herein shall be construed to give rights or benefits to anyone other than the
parties hereto.
7.4 Relationship.
The relationship of the parties hereto shall be as provided for in this Agreement, and Professional
is not and shall not become during the term of this Agreement a City employee.
7.5 Insurance.
Professional shall procure and maintain with an insurer licensed to do business in the State of
Indiana such insurance as is necessary for the protection of Professional from all claims based
upon Professional's personal injury, sickness, disease, or death and/or any injury to or destruction
of property. Such insurance policies shall not be canceled without thirty (30) days' prior written
notice to City.
Sue Ellen Johnson
DOCS - Consulting Services 2002
Appropriation #404; P.O.#4454
Contract Not To Exceed $3,000.00
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 and Professional fails to remove it within ten (10) days after the date of filing,
City shall have the right to pay or bond over such lien 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; (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 specifying same; 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 terminate all or any part of this Agreement, without liability to
Professional and to exercise any other rights or remedies available to it at law or in equity.
7.8 Government Compliance.
Professional agrees to comply with all present and future laws, executive orders, rules and
regulations applicable to Professional's performance of its obligations under this Agreement, and
all relevant provisions thereof are incorporated herein by this reference, and 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 same. This indemnification obligation shall survive the
termination of this Agreement.
7.9 Severabilit¥.
If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of
competent jurisdiction, that provision shall be stricken, and ali other provisions of this Agreement
which can operate independently of same shall continue in full force and effect.
7.10 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:
· Sue Ellen Johnson
DO('S - Consulting Services 2002
Appropriation #404; P.O.#4454
Contract Not To Exceed $3,000.00
CITY:
City of Carmel
One Civic Square
Carmel, 1N 46032
ATTN: Michael Hollibaugh, Director, Department of Community Services
(with a copy to the City Attorney,
Department of Law, same address)
PROFESSIONAL:
Sue Ellen Johnson
317 Westchester Boulevard
Noblesville, Indiana 46060
7.11 Effective Date.
The effective date ("Effective Date") of this Agreement shall be the date on which the last of the
parties hereto executes same.
7.12 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
~vaive any right to a jury trial they may have, agree to file 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.
7.13 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.
7.14 Non-Assignment.
Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder
without City's prior written consent.
7.15 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.
· Sue Ellen Johnson
DOCS - Consulting Services 2002
Appropriation #404; P.O.#4454
Contract Not To Exceed $3,000.00
7.16 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.
7.17 Advice of Counsel.
The parties warrant that they have read this Agreement and fully understand it, have had an
opportunity to obtain the advice and assistance of counsel throughout the negotiation of same, and
enter into same freely, voluntarily, and without any duress, undue influence or coercion.
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
Brainard,,Presidj~g Officer
Date:
M al~ Ann lur[e,.jvl emb er
Date:
SUE ELLEN JOHNSON
Sue Ellen Johnson
Date:
Billy Walker, Member
Date:
ATTEST: ~c, ff
Diana Cordr4y, ~AMC, Clerk-Treasu~eJ
Date: ~/~[O,~ ~
Name of Company:
Address & Zip:
Telephone No.:
Fax No.:
EXHIBIT A
Invoice
Date:
Project Name:
Invoice No:
Person Providing
Goods/Services
Date
Goods/
Service
Provided
Goods/Services Provided
(Describe each good/service
separately and in detail)
Goods
Cost Per
Item
Services
Hourly
Rate/
Hours
Worked
Total
GRAND TOTAL
Signature
Printed Name