Shank Public Relations/AdminShank Public Relations Counselors
AdminiStration Dept. - 2002
Appropriation # 11601 551; P.O. #10639
Contract Not To Exceed $800.00
APPROVED--~-S TO
AGREEMENT FOR PURCHASE OF GOODS AND SE~q~S~y~
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreement") is hereby
entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works
and Safety ("City"), and Shank Public Relations Counselors, Inc. ("Vendor").
TERMS AND CONDITIONS
ACKNOWLEDGMENT, ACCEPTANCE:
Vendor acknowledges that it has read and understands this Agreement, and agrees that its
execution of same constitutes its acceptance of all of the Agreement's terms and conditions.
PERFORMANCE:
City agrees to purchase the goods and/or services (the "Goods and Services") from Vendor using
City budget appropriation number 11601 551 funds. Vendor agrees to provide the Goods and
Services and to otherwise perform the requirements of this Agreement by applying at all times the
highest technical and industry standards.
PRICE
3.1
AND PAYMENT TERMS:
Vendor estimates that the total price for the Goods and Services to be provided to City
hereunder shall be no more than Eight Hundred Dollars ($800.00) (the "Estimate").
Vendor shall submit an invoice to City no more than once every thirty (30) days detailing
the Goods and Services provided to City within such time period. City shall pay Vendor for
such Goods and Services within sixty (60) days after the date of City's receipt of Vendor's
invoice detailing same, so long as and to the extent such Goods and Services are not
disputed, are in accordance with the specifications set forth in Exhibit A, are submitted on
an invoice that contains the information contained on attached Exhibit B, and Vendor has
otherwise performed and satisfied all the terms and conditions of this Agreement. Subject
to the above, if an undisputed invoice amount is not paid within sixty (60) days of its
receipt by City, then a late charge in a sum equal to one percent (1%) of such amount shall
accrue and be due and payable by City to Vendor as a separate debt for each month it
remains unpaid.
3.2
Vendor agrees not to provide any Goods and Services to City that would cause the total
cost of the Goods and Services provided by Vendor to City hereunder to exceed the
Estimate, unless City has previously agreed, in writing, to pay an amount in excess thereof.
TiME AND PERFORMANCE:
This Agreement shall become effective as of the last date on which a party hereto executes same
("Effective Date"), and both parties shall thereafter perform their obligations hereunder in a timely
manner. Time is of the essence of this Agreement.
Shank Public Relations Counselors
AdminiStration Dept. 2002
Appropriation # 11601 551; P.O. #10639
Contracl Not To Exceed $800.00
LIENS:
Vendor shall not cause or permit the filing of any lien on any of City's property. In the event any
such lien is filed and Vendor fails to remove such lien within ten (10) days after the filing thereof,
by payment or bonding, City shall have the right to pay such lien or obtain such bond, all at
Vendor's sole cost and expense.
DEFAULT:
In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of
this Agreement, including Vendor's ~varranties; (b) fails to provide the Goods and Services as
specified herein; (c) fails to make progress so as to endanger timely and proper provision of the
Goods and 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 fi'om City specifying such failure or breach; or (d) becomes insolvent, is placed into
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 (I) terminate all or any parts
of this Agreement, without liability to Vendor; and (2) exercise all other rights and remedies
available to City at law and/or in equity.
INSURANCE AND INDEMNIFICATION:
Vendor shall procure and maintain in full force and effect during the term of this Agreement, with
an insurer licensed to do business in the State of Indiana, such insurance as is necessary for the
protection of City and Vendor from all claims for damages under any workers' compensation,
occupational disease and/or unemployment compensation act; for bodily injuries including, but not
limited to, personal injury, sickness, disease or death of or to any of Vendor's agents, officers,
employees, contractors and subcontractors; and, for any injury to or destruction of property,
including, but not limited to, any loss of use resulting therefrom.
GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations
and codes which may be applicable to Vendor's performance of its obligations under this
Agreement, and all relevant provisions thereof are incorporated herein by this reference.
NONDISCRIMINATION:
Vendor represents and warrants that it and all of its officers, employees, agents, contractors and
subcontractors shall comply with all laws of the United States, the State of Indiana and City
prohibiting discrimination against any employee, applicant for employment or other person in the
provision of any Goods and Services provided by this Agreement with respect to their hire, tenure,
terms, conditions and privileges of employment and any other matter related to their employment
or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age,
disabled veteran status and/or Vietnam era veteran status.
Shank Public Relations Counselors
Adminiitration Dept. 2002
Appropriation # 11601 551; P.O. #10639
Contract Not To Exceed S800.00
10.
11.
12.
13.
14.
15.
NO IMPLIED WAIVER:
The failure of either party to require performance by the other of any provision of this Agreement
shall not affect the right of such party to require such performance at any time thereafter, nor shall
the waiver by any party of a breach of any provision of this Agreement constitute a ~vaiver of any
succeeding breach of the same or any other provision hereof.
NON-ASSIGNMENT:
Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise,
and shall not delegate its obligations under this Agreement without City's prior written consent.
RELATIONSHIP OF PARTIES:
The relationship of the parties hereto shall be as provided for in this Agreement, and neither
Vendor nor any of its officers, employees, contractors, subcontractors and agents are employees of
City. The contract price set forth herein shall be the full and maximum compensation and monies
required of City to be paid to Vendor under or pursuant to this Agreement.
GOVERNING LAW; LAWSUITS:
This Agreement is to be construed in accordance with and governed by the laws of the State of
Indiana, except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is
filed hereunder, they waive their right to a jury trial, 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.
S EVERAB1LITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance,
executive order or other rule of law, such term shall be deemed reformed or deleted, but only to
the extent necessary to comply with same, and the remaining provisions of this Agreement shall
remain in full force and effect.
NOTICE:
Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by
postage prepaid U.S. certified mail, return receipt requested, to the party to be notified at the
address specified herein:
Ifto City:
City of Carmel
One Civic Square
Carmel, Indiana 46032
ATTN: James Brainard, Mayor
(with a copy to City Attorney,
One Civic Square, Carmel, IN 46032)
Shank Public Relations Counselors
Adminigtration Dept. - 2002
Appropriation # 11601 551; P.O. #10639
Contract Not To Exceed S800.00
16.
17.
18.
If to Vendor:
Shank Public Relations Counselors, Inc.
2611 Waterfront Parkway, East Drive, Suite 310
Indianapolis, Indiana 46214-2028
ATTN: David L. Shank, President
Notwithstanding the above, notice of termination under paragraph 18 hereinbelow shall be
effective if given orally, as long as written notice is then provided as set forth hereinabove within
five (5) business days from the date of such oral notice.
TERMiNATION:
16.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon
notice to Vendor, immediately terminate this Agreement for cause, in the event of a default
hereunder by Vendor and/or if sufficient funds are not appropriated or encumbered to pay
for the Goods and Services to be provided hereunder. In the event of such termination,
Vendor shall be entitled to receive only payment for the undisputed invoice amount
representing conforming Goods and Services delivered as of the date of termination, 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 ~vriting to a greater amount.
16.2
Either party hereto may terminate this Agreement at any time upon thirty (30) days prior
notice to the other party. In the event of such termination, Vendor shall be entitled to
receive only payment for the undisputed invoice amount of conforming Goods and
Services delivered as of the date of termination, 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.
REPRESENTATIONS AND WARRANTIES
The parties represent and warrant that they are authorized to enter into this Agreement and that the
persons executing this Agreement have the authority to bind the party which they represent.
ADDITIONAL GOODS AND SERVICES
Vendor understands and agrees that City may, from time to time, request Vendor to provide
additional goods and services to City. When City desires additional goods and services from
Vendor, the City shall notify Vendor of such additional goods and services desired, as well as the
time frame in ~vhich same are to be provided. Only after City has approved Vendor's time and
cost estimate for the provision of such additional goods and services, has encumbered sufficient
monies to pay for same, and has authorized Vendor, in ~vriting, to provide such additional goods
and services, shall such goods and services be provided by Vendor to City. A copy of the City's
authorization documents for the purchase of additional goods and services shall be numbered and
attached hereto in the order in which they are approved by City.
Shank Public Relations Counselors
AdminiStration Dept,-2002
Appropriation # 11601 551; P.O. #10639
Contract Not To Exceed S800 00
TERM
Subject to the termination provisions set forth in Paragraph 18 hereinabove, this Agreement shall
be in effect from the Effective Date through December 31, 2002, and shall, on the first day of each
January thereafter, automatically renew for a period of one (1) calendar year, unless otherwise
agreed by the parties hereto.
20.
HEADINGS
All heading 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.
21.
BINDING EFFECT
The parties, and their respective officers, officials, agents, partners, successors, assigns and legal
representatives, are bound to the other with respect to all of the covenants, terms, warranties and
obligations set forth in Agreement.
22.
NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
23.
ADVICE OF COUNSEL:
The parties warrant that they have read this Agreement and understand it, have had the opportunity
to obtain legal 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.
24.
ENTIRE AGREEMENT:
This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the
entire agreement between Vendor and City with respect to the subject matter hereof, and
supersedes all prior oral or written representations and agreements regarding same.
Notwithstanding any other term or condition set forth herein, but subject to paragraph 14 hereof, to
the extent any term or condition contained in any exhibit attached to this Agreement conflicts with
any term or condition contained in this Agreement, the term or condition contained in this
Agreement shall govern and prevail. This Agreement may only be modified by written amendment
executed by both parties hereto, or their successors in interest.
[remainder of page intentionally left blank]
Shank Public Relations Counselors
Administration Dept. - 2002
Appropriation # 11601 551; P.O. # 10639
Contract Not To Exceed $800.00
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
Ja~ Brainard, Presiding Officer
Date:. /~_-.-,,..9 /
Mary Ann )~urk~, Member
Date: ~ - o~ l--O _.:~
, Member
Date:
ATTEST:
,'Diana Cordr~h~, IAMC, Clerk-Treasurer
Date:
SHANK PUBLIC RELATIONS COUNSELORS, INC.
Authorized Signature
Printed I4'ame
Title
FID/TIN: ~"'- J q 3 10 /
SSN if Sole Proprietor:
Date:
PUBLIC
RELATIONS
C 0 U N S E L 0 R S
PROJECT CONTRACT
This contract, when signed by you, confirms that The City of Carmel has retained Shank Public
Relations Counselors, Inc. as public relations counsel to provide the following materials and
services:
Coordinate, write and produce the City of Carmel's Community of the Year Award entry
for the Indiana Chamber of Commerce.
OWNERSHIP OF MATERIALS
All themes, slogans, publicity, print, broadcast, audio/visual and magnetic media materials
associated with this contract shall be your property when paid for in accordance with this
contract. Shank Public Relations Counselors shall retain a lien upon such property in our
possession until all amounts due by you in accordance with this contract are paid.
Upon termination of this agreement, Shank Public Relations Counselors shall transfer, assign
and make available to you all of your property in our possession, provided no amount remains
due us from you.
TRUTH, ACCURACY, CONFIDENTIALITY AND APPROVAL
Shank Public Relations Counselors, Inc. agrees to be truthful and accurate with the information
that The City of Carmel provides and to use reasonable care to avoid the communication of false
or misleading information.
The City of Carmel agrees to provide us with complete and accurate information concerning your
company, products and services and Shank Public Relations Counselors, Inc. may rely on all
information provided to it as complete and accurate. Shank Public Relations Counselors, Inc.
reserves the right not to disseminate information that may be misleading, false, libelous, indecent
or unlawful.
Except as limited by law, Shank Public Relations Counselors, Inc. promises to maintain the
confidentiality of any and all of your trade secrets and other information identified by you to be
confidentiaI information. The City of Carmel agrees to specifically designate information that is
to be kept confidential.
Shank Public RelatiOns Counselors, Inc. I d
2611 Waterfront Parkway, East Drive, Suite 310 / Indianapolis, IN 46214-2028
............. N[ 1~'~'~ M ........317-293-5590 / Fax 317-293-5706 www. shankpr, com
The City of Carmel has the right and obligation to review all materials prepared by Shank Public
Relations Counselors, Inc. on their behalf in regard to technical accuracy and The City of Cannel
policy and approve prior to distribution to media or production. Shank Public Relations
Counselors, Inc. has the right to write news material to meet editorial/journalistic standards.
HOLD HARMLESS
The City of Carmel agrees to i*4~ai~m4-~ Shank Public Relations Counselors harmless
from and against all liability including all actions, claims, damages, costs and attorneys' fees
which we may incur (or to which we may be a party), arising out of actions taken or statements
made by us at your request or based upon information provided by you.
PROFESSIONAL FEES COMPENSATION:
HOURLY
Shank Public Relations Counselors agrees to work on your communications programs on an
hourly basis not to exceed $800.00.
REIMBURSEMENT OF EXPENSES
In addition to professional fees, The City of Carmel will be billed for out-of-pocket expenses
such as but not limited to the following items: printing, and design and production of materials.
Out-of-pocket expenses will not exceed $50.00 without advance authorization by client.
The City of Carmel will not be charged for reasonable telephone, postage or travel between your
main office (within the Indianapolis SMSA) and ours in the normal conduct of business.
TERMS OF PAYMENT
All invoices are due upon receipt. Accounts which are more than 30 days past due may be
assessed a,2~per month service fee on the past due portion.
Activities on accounts more than 60 days past due will be suspended until the account is current.
ATTORNEY FEES
In the event The City of Carmel shall breach any of the provisions of this agreement, specifically
including but not limited to those requiring the payment of fees or the reimbursement of
expenses, The City of Carmel agrees to pay Shank Public Relations Counselors' reasonable
attorneys' fees, court costs and expenses in connection with the collection of monies due
hereunder, whether or not suit is filed. In the event of suit, such reasonable fees shall include
those of trial appellate and supplementary proceedings.
TERMINATION
This agreement is effective when signed through project completion (May 31, 2002).
FULL AGREEMENT
This letter of agreement summarizes our full understanding and can only be modified with
written consent of both parties.
I certify that I am authorized by The City of Carmel to enter into this agreement. Accepted and
approved:
~;'(signature)
Name (name printed): XJ
Title:
Comply or org~ization: The Ci~ of C~el
David L. Sha~, APR
President, Sha~ Public Relations Counselors, Inc.
Date: ~/~/~ 6~
· / /
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ADDENDUM: ETHICS
Shank Public Relations Counselors adheres to the Member Code of Ethics 2000 of the Public
Relations Society of America (PRSA). The Code outlines principles which govern the working
relationships between our firm and our The City of Carmel.
RESULTS
After material has been issued by Shank Public Relations Counselors to the media or to another
third party, its use is no longer under our control. We cannot assure the use of news material by
any publication. Similarly, we cannot control the form or manner of use by the media or others
of the material. Shank Public Relations Counselors shall not guarantee the achievement of
specified results beyond our direct control.
SAFEGUARDING CONFIDENCES
In keeping with the PRSA Member Code of Ethics, Shank Public Relations Counselors shall
"safeguard the confidences of present, former and prospective The City of Carmel and
employees" and "Protect privileged, confidential, or insider information gained from a The City
of Carmel or organization."
CONFLICTS OF iNTEREST
Shank Public Relations Counselors shall "Disclose promptly any existing or potential conflict of
interest to affected The City of Carmel or organizations" and "Avoid actions and circumstances
that may appear to compromise good business judgment or create a conflict between personal
and professional interests."
FREE FLOW OF INFORMATION
Shank Public Relations Counselors shall "Preserve the inte~ity of the process of
communication" and "Be honest and accurate in all communications." In return, we require that
The City of Carmel provide us with complete and truthful information about their companies or
organizations, products and services.
The City of Carmel is encouraged to review the entire Code at ww~v.prsa.org/codeofethics.html.
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