Fineline Printing Group/Util. 05/28/02 TUE 09:40 FAX 317 870 44~0
. FincLi~e Printing Group
Utilities Dept. 2002
Appropriation ~01-7360-07; P.O. #S07536
Apl~opriation #01-6360-ff7; P.O. ~v'0~321
Contract Not To Exceed $3,000.00
Flnellne Prln~lng Group ~]002
APPROVED, A$_. IO
FORM
AGREEI~EENT FOR PROFESSIONAL SERVICES
TI-tIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement"), is hereby made and
entered into by and between thc City of Carmel, Indiana, acting by and through its Board of Public Works
and Safety (hereinafter "City"), and Fineline Printing Group (hereinafter "Professional").
RECITALS
WHEREAS City owns and is responsible £or its public works, its pnblic sewer and water systems,
and its infrasmacture; and
WHEREAS, from time to time, City needs printing and related assistance (the "Services" in
fitlfilling it~ foregoing responsibilities; and
WHEREAS, Professional is experienced in providing and desires to provide to City the Services
referenced herein; and
WHEREAS, City desires to engage Professional as an independent conta'actor tbr the purpose of
providing to City the Services referenced herein;
NOW, THEREFORE, in consideration of the foregoing recitals and the covenants mad conditions
set forth herein, City and ProfessionaI mutually agree az follows:
SECTION 1. INCORPORATION OF RECITALS
1.I The foregoing Recitals are hereby incorporated into this Agretanent and made a part hereof.
SECTION 2. ~COPE OF SERVICES
2.1
2.2
City desires to engage Professional as an independent contractor for the Services set forth in
attached ~ incorporated herein by this reference.
Professional understands mad agrees that City may, from time to timc, request Professional to
provide additional or modified Services, the scope of which shall be as requested and dcfincd by
the Mayor or his duly author/zed representative and attached hereto in the order approved by City_
2.3 Time is of the essence of this Agreement.
· 05/28/02 TIlE 09:41 FAX 317 870 4410
· Fiaclim: Printing Group
Utilities Dept - 2002
Appropriation ~)1-7360-07; P.O. ~-S07536
Appropriafon ~!~01-6360-07; P.O. g'W(M.321
Conitact Not To Exceed $3,000,00
Finellne Printlns Group
003
SECTION 3. CITY'S RESPONS]]~ILITIES
3.1
City shall provide such information as is reasonably necessary for Professional to understand the
Services requested.
City shall arrange for Professional to enter upon public and private property as reasonably required
for Professional to perform the Services.
3.3
City shall designate payment of the Services from City budget appropriation number 01-7012-06
funds.
3.4
City shall designate the Mayor or his duly authorized rcprcsantative to act on City's behalf on all
maners regarding the Services.
SECTION 4.
4.1
4.2
4.3
PROFESSIONAL'S RESPONSIBII2TIE$
Professional shall perform thc Scrvices pursuant to the te..s of this Agreement and within any
applicable time and cost estimate.
Professional shall coordinate with City its performance of the Services.
Professional shall provide the Services by following and applying at all times reasonable and
lawful standards as accepted in the industry.
SECTION 5. ~OMPENSATION
$.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, lnvoiees shall be submitted on a form containing the same
informatiou as that contained on the Professional Services Invoice attached hereto as Exhibit B,
incorporated herein by this reference. City shall pay Professional for all undisputed Services
rendered and stated on such invoice within sixty (60) days fi'om the date of City's receipt of same,
or be subject to a late charge of one percent (1%) of such mtpald and undisputed invoice amount
for each month same remains unpaid.
5.2
Professional agrees not to provide any Semces to City that would cause the total cost of same to
exceed the Estimate, without City's prior wdttan consent.
05/28/02 TUE 09:41 FAX 317 870 4410
Fi~eli~e PrL~ti~g Group
Utilil~es Dept - 2002
Appropriation fi'01-7360-07; P.O. ~L~07536
Appropria:ion #01-6360-07; P.O. #W04321
Contract Not To Exceed $3,000.00
Flnellne Printing Group
004
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 Decenaber 31, 2002, auld shall therea~er, on the first day
of January in each subsequent year, automatically renew for a period of one (1) year.
ous
Termination.
7.1.1 'llae obligation to provide all or any pmtion 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 tmovide all or any portiou 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 ~or all such Services rendered and
expenses [ncttrred as of the date of teahination that m'e not in dispute, except that such
payment amount shall not exceed tile Estimate. Disputed compensation amounts shall be
resolved as allowed by law.
7. lA
Thc parties agree that prior to January l of any succeeding year in which this Agreemem
remains in effect, Prbfessional may submit revised rates £or the Services to be provided
hereunder during such succeeding year. Such revi.~ed rates shall tak6 effect on January 1
of such succeeding year or at such later date as the parties agree, unless City does not
accept such revised rates. Notwithstanding another provision contained in this AgreemenT,
if the City, in its sole discretion, decides not to accept the revised rates proposed by
Professional, it may terminate this Agreement withom penalty or further obligation at any
time on or a/ter the effective date of such revised rates by written notice to Professional,
which t~,,aination shall become effective two (2) days al%r the date on which such notice
is sent to Professional, or at such later date as is set forth in the notice.
7.2 Bindint Effect.
City and Professional, and their respective officers, officials, agents, partners and successors in
interest are bound to the other as to all Agreement terms, conditions and obligations.
05/28/02 TUE 09:41 FAX 317 870 4410
Flnellne Prlnrlns Group
~ 00S
Fia~linc Printing (~roup
Utilities Dept - 2002
Appropriation t~01-7360-07: P.O. #S07536
Appropriation #0t-6360-07; P.O. #W04321
Conll'act No/To Exceed $3,000,00
7.3 No Third Pai'WBencficiaries.
Nothing contained herein shall be constl'ucd to give rights or benefits to anyone other than thc
parties hereto.
7.4 Relationshin.
The relationship of the parties hereto ~hall be as provided for in this Agreement. and neither
Professional nor any of its agents, employees or conwacto~ are City employees. Professional shall
have the sole r~spo~sibility to pay to or for its agents, employees and contractors all statutory,
contractual and other benefits and/or obligatiol~s as they become due. Professional hereby warrants
and indemnifies City for and from any and all costs, f~s, expenses and/or damages incurred by
City as a result of any claim for wagos, ben,fits or otherwise by any agent, employee or contractor
of Professional regarding or related to the subject matter of this Agreement. This indemnification
obligation shall sm'vive the t~mination of this Agreement.
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 City and Professional from all claims
under workers' compensation, occupational disease and/or unemployment compensation acts,
becansc of errors and omissions, because of bodily injury, includ/ng, but not bruited to, the
personal injury, sickness, disease, or death of any of Professional's employees, agents or
contractors and/or because of any injury to or destruction of property, including, but not limited to,
any loss of use resulting therefrom. The coverage amounts shall bc no less than those .,mounts set
forth on attached Exhibit C. Such insurance policies shall not be canceled without thirty (30)
tala' prior written notice to City.
Professional shall not cause or permit the filing of any lien on any of City's property. In tile event
such a lien is filed and Professional fails to rcmovc 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 thc event Professional: (a) repudiates, breaches or defaults under any of the tc~rns 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 thc
Services and does not correct such failure or breach within five (5) business days after receipt of
notice from City specifyi.ng same; or (d) bccomos insolvent, files, or has filed against it. a petition
for receivership, makes a genre-al assignment for the benefit of creditors or dissolves, each such
event constituting an event of default hereunder, City shall have thc fight to terminate all or any
part of this Agreement, without liability to Professional and to exemise any other fights or
remedies available to it at law or in equity.
05/28/02 TUE 09:42 FAX $17 870 4410
Flnellne Prlnrlng Group
~ oos
Fineline Prin6ng Group
Utilities Dept - 2002
Appropriation t~01-7360-07; ?,0. ~07536
Appropriation tt01-6360-07; P.O. #W04321
Cm~tract Not To Excccd $3~000.00
7.8 Government Comoliance.
Professional agrees to comply with all present and future laws, executive orders, mits 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
indemmfy 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 lnd~rmi.fication.
Professional shall indemni~ and hold harmless City and its officers, officials, employees and
agents ~om all losses, liabilities, claims, judgments and he-ns, including, but not limited to, all
damages, costs, expenses and attorney fees arising out of any intentional or ncgligant act or
omission of Professional and/or any of its employees, agents or contractors in thc p~rformance of
this Agreement. This indemnification obligation shall survive the termination or this Agreement.
7.10 Discrimination Prohibition.
Professional represents and warrants that it and each of its employees, agents and contractors shall
comply with all existing and future laws prohibiting discrimination against any employee,
applicant for employment and/or other person in the subcontracting of work and/or in thc
rseneoITllanC6 of any Services contemplated by this Agreement with respect to hire, tenure, terms,
conditions or privileges of ~ploymenl or any matter directly or indirectly related to ~nployment,
subcontracting or work performance h~'~under because of race, religion, color, sex, handicap,
national origin, ancestry, age, disabled veteran status or Vietnam era veteran status, This
inderrmificatinn obligation shall survive the termination of this Agreement.
7.11 Scver~bilit¥.
If any provision of tlxis Agreement is held to be invalid, illegal or unenforceable by a court of
competent jurisdiction, that provision shall be stricken, and all other provisions orthis Agreement
which can operate independently of same shall continue in full force aid cffcct.
05/28/02 TUE 09:42 FAX 317 8?0 4410
Fineline Printing Gxoup
Utilities Dept - 2002
Appropriation ~01.7360-07; P.O, ff-~07536
Appropriation #01-6350-07; P.O. #W04321
Flnellne Prlntlng Group
~007
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 pax, ties as follows:
CITY:
City of Carmel
One Civic Square
Carmel, LN 46032
ATTN: John DutTy
(with a copy to thc City Attorney,
Department of Law, same address)
PROFESSIONAL:
Fineline Printing Group
8081 Zionsville Road
Indianapolis, I~ 46268
ATTN:
Notwithstanding the above, City may orally provide to Professional any notice required or
permitted by this Agreement, pwvided 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 Effect/ye Date.
Thc effective date ("Effective Date") of this Agre~nent shall be thc date on which thc last of thc
parties hereto executes same.
7.14 Oovernin2 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 thc
City of Carmel, Indiana. Thc patties agree that, in the event a lawsuit is filed hereunder, they waive
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.
7.15 Waiver.
Any delay or inaction on th,', 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 pax~y to require such performance at any time thereafter.
05/28/02 TU~ 09:42 F.4.T 31'7 870 4410
Fiueliue Printing C?roup
Ufiliti,~ Dep! - 2002
Appropriation {~01-7360-07; P.O. #S07536
Appropriation ,V0 I.-d360.07; P.O. #W04321
Conu'act Not To Exceed $3,000.00
Flnellne Prlntlns 0roup
~ 0o8
Professional shah not assign or pledge this Agreement nor delegate its obligations hereunder
without City's prior written consent.
7.17
This Agreement contains the cntire agreement of and between fl~e parties hereto with respect to the
subject matter hereof, and uo prior agreement, understanding or representation pertaining to such
subject matter, written or oral, shall be cffcctivc for any purpose. No provision of this Agreement
may be amended, added to or subtracted from except by mn agreement in writing signed by both
parties hereto and/or their respective successors in interest. To the extent any provision comained
in this Agreement conflicts with any provision contained in any exhibit attached hereto, the
provision contained i.u this Agreement shall prevail.
7.18 Reurcsentation and Wan'ant%~,
Each party hereto represents and warrants that it is authorized to cuter into this Agreement and that
any person or ~utity executing this Agreement on behalf of such party has the authority to bind
such party or thc party which they represent, as the case may be.
7.19 Headings.
All headings and sections of this Agrcemant are inserted for convenieucc only and do not form a
pan of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof.
7.20 ~dvice o f_.f_i~tt~.
Thc parties wan-ant that they have read this Agreement and fully understand it, have had an
opportunity to obtain the advice and assistance of counsel throughout thc negotiation of same, and
enter into same freely, voluntarily, aud without any duress, undue influence or coercion.
05/28/02 ~ 09:43 FAX 317 870 4410
Fin~line Printing Oroup
Utilities Depr - 2002
Appropriation/~01-7360-07; P.O. ~07~36
Approp~/ation/~01-6360-07; P.O.//W0/311
Corm'act Not To £xc~cd $3,000.00
Flnellne Printing Grou~
~009
IN WITNESS WHEREOF, the par'ties hereto have made and executed this Agrea'aent as follows:
CITY OF CARMEL, INDIANA
by and through its Board of Public
Works and Safety
BY:
~/nes Brainard, Presiding Officer
'~ate: ~ ~
Date: ~- 5~ ~
Date:
FINELINTE PRINTING GROUP
~d Si~mmr~
Title: ~
m/TIN: 35:'/6,qO bl
SSN if Sole Proprietor:
ATTEST:
Dian~Cordra¥, ~dvjC~ Clerk-jlrr~asurer
Date: {I/f,/~,~ ~ ,]
05/28/02 TUE 09:43 FAX 317 $?0 4410 Flnellne Printing Group ~010
......... ..~ ,,.oo ra~ ~1'[ s?o 1410 FJ-nellne Prl/zt/n~ G'rozll, I~looz
Estimate
Fineline PHnting Group
8081 Zionsvilla Road
Indianapolis, IN 46268
317.872.4490
Pr:..:;.;~ · PrePeess · Mailing
Bindery ' Media Management
Carm~ IN 46032
De~r
Size: #~0 Windo~ & ~ P, esular
ChmntfW: 60,000 ~f ear, h
hper Body: ~'Wfdts Wo~a
Composition: DJ& .Provided
Proofs:Laser
AIl c~ in proo~ job spe~ficaiiom, tla~ ~ m- any al~ratitms necessary to
for up to 30 diy~ atbr above dal~
Prbflng:. #I0 ~lV.= 2 PMS. 1 ~:l~ #9 ~, - 1PMS -.1 Side
Pric~ #10 llrmdow l~v. - S1,290.00 i~ ]~v. Re~ = Sl,O20.00
Notes: Price is lined on ~eclronic files ready to OUtlet. Any probkn~ with tho fil~ will ~
corrected at S60.00 per hour.
T'gRMS: ~___~~upon cra:lit app~~i~j-e~.p~ as poss~l~u~'pa~ '
du~ balance will be assu,scd~½% on ;d~ Imp~ Sales Tax of
proponl h_.~m~7. ~ .>/- -
05/28/02 ~ 09:43 F~ 317 870 4410
......... *-~..~ oxt oYu 4410
Estimate
Rnaline Printing Group
8081 Zionsville Road
Indianapolis, IN 46268
317.872.4490
Flnellne PrJ. nrtng Group
P,t~eZ.'L~j l~tn'cJ.z~ Group
011
i~oo2
PFh'zting., h,ePress · MB/ting
einde~ · MediB Management
Pat C,r,ay
Carm~ ~
Csrm~ ~ 4~032
$/1/o~
Desedpd~n: Monthly Rill
PaSta: 2
S&~ 8 l/2zll
Omm~,. 12~ooo / ~o, ooo .r~ ~2
Compo~itleg: Di~: Provid~
05/28/02 TUE 09:43 FAll 317 870 4410 Flnellne PrinTing Group ~012
05/01/02 wi:u; I$:59 FA~ lit $79 l/lo FJ, Aellne Plrlo~l=~ Group ~003
MAILING
· ESTIMATE
8081 Zlon~la Rcmd
Ind~anapoKs. IN 46258
317-872-4490
Fax 317-870-44t 0
April 29, 2002
Camlel UtJrrliea
Thank you for ~ opportunity to submit ~a following os~mate:
Desc~pllon: Invoice Mailing Quanti~:, 2,000 to 3,000
U.S, pos'lags is not inoluded in g'li~ eatlltlaM.
Payment of post~o In advance is required.
Sorvioe Unit Price EsL Total Est. Total
Z,000 3,000
Folder Set UP $25.00 ea. $25.00 S2S.00
Fold Invoices ,,_ $10.OO/M i S20.D0 $30.00
ir~mt 2 Plecea into #10 Window ~'$.00 $90.00
Pmrmm postal forms & mm~ S65.00 ea. ~/~tO.O0
Total $180.00
,* _ ,~m'dmS om ~ for UP t~ ~0 raYS =ftsr alx~e dO~-
P~es ae~me d pieass mee~ postal ;,;,,,d~nb fur s~e wei~N ond dlmons~s.
"~~(uponct~approvaO. P~payaspmmplJyas~'~'?:_ !~d~ Afly past due
I~taflco ua ~ assessed a sevJce charge of I ,,~ % m ~e r~poid babflce.
05/28/02 TUE 09:44 FA~ 317 870 4410 Flnellne Prln:ln~ Grou~ ~013
Name of Company:
Address & Zip:
Telephone No.:
Fax No.:
EXIamIT B
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
ITotal
GRAND TOTAL
Signature
Printed Name