IPSP/CFDIPSP
Fire Dept. - 2004
Appropriation #419.10 P.O.# 7905
Contract Not To Exceed $7,000.00
~PROVED AS TO FOF~ BY ~-
AGREEMENT FOR PURCHASE OF GOODS AND SERVICES
THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreement") is hereby entered
into by and between the City of Cannel, Indiana, acting by and through its Board of Public Works and
Safety ("City"), and Institute for Public safety Personnel, 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 419.10 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 AND PAYMENT TERMS:
3.1 Vendor estimates that the total price for the Goods and Services to be provided to City
hereunder shall be no more than Seven Thousand Dollars ($7,000.00) (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.
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.
WARRANTY:
Vendor expressly warrants that the Goods and Services covered by this Agreement will conform
to the specifications, samples and/or descriptions thereof furnished to Vendor by City and/or by
Vendor to and accepted by City, that the Goods and Services will be delivered in a timely, good
and workmanlike manner and free from defect. Vendor acknowledges that it knows of City's
intended use and expressly warrants that the Goods and Services provided to City pursuant to this
Agreement have been selected by Vendor based upon City's stated use and are fit and sufficient
for their particular purpose.
TIME AND PERFORMANCE:
This Agreement shall becom~ 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.
IPSP
Fire Dept. - 2004
Appropriation #419.10 P.O.# 7905
Contract Not To Exceed $7,000.00
6. DISCLOSURE AND WARNINGS:
If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may
direct, a list of ail chemicals, materials, substances and items used in or during the provision of the
Goods and Services provided hereunder, including the quantity, quality and concentration thereof
and any other information relating thereto. At the time of the delivery of the Goods and Services
provided hereunder, Vendor agrees to furnish to City sufficient written warning and notice
(including appropriate labels on containers and packing) of any hazardous material utilized in or
that is a part of the Goods and Services.
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 warranties; (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 broach within five (5) bu. siness 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, 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 shail have the right to (1) 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 shail 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. The coverage amounts shall be
no less than those amounts set forth in attached Exhibit C. Vendor shall cause its insurers to name
City as an additionai insured on all such insurance policies, shall promptly provide City, upon
request, with copies of all such policies, and shall provide that such insurance policies shall not be
canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless
City from and against any and all liabilities, claims, demands or expenses (including, but not
limited to, reasonable attorney fees) for injury, death and/or damages to any person or property
arising from or in connection with Vendor's provision of Goods and Services pursuant to or under
this Agreement or Vendor's use of City property. Vendor further agrees to indemnify, defend and
hold harmless City and its officers, officials, agents and employees from all claims and suits of
whatever type, including, but not limited to, all court costs, attorney fees, and other expenses,
caused by any act or omission of Vendor and/or of any of Vendor's agents, officers, employees,
contractors or subcontractors in the performance of this Agreement. These indemnification
obligations shall survive the termination of this Agreement.
IPSP
Fire Dept. - 2004
Appropriation #419.10 P.O.# 7905
Contract Not To Exceed $7,000.00
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GOVERNMENT COMPLIANCE:
Vendor agrees to comply with all federal, state and local laws, executive orders, roles, 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. Vendor
agrees to indemnify and hold harmless City from any loss, damage and/or liability resulting from
any such violation of such laws, orders, mles, regulations and codes. This indemnification
obligation shall survive the termination of this Agreement.
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.
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 waiver 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.
SEVERABILITY:
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.
IPSP
Fire Dept. - 2004
Appropriation #419.10 P.O.# 7905
Contract Not To Exceed $7,000.00
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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:
If to City:
City of Carmel
One Civic Square
Carmel, Indiana 46032
ATTN: Douglas Callahan, Chief, Fire Dept.
Douglas C. Haney, City Attorney
Department of Law
One Civic Square
Carmel, Indiana 46032
If to Vendor:
Institute for Public Safety Personnel, Inc.
50 East 91st Street
Suite 314
Indianapolis, Indiana 46240
ATTN: Elizabeth Nance
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:
18.1 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 writing to a greater amount.
18.2
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.
IPSP
Fire Dept. - 2004
Appropriation #419.10 P.O.# 7905
Contract Not To Exceed $7,000.00
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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 which 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 writing, 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.
TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph
18 hereinabove, this Agreement shall be in effect from the Effective Date through December 31,
2004, 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.
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.
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.
NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
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.
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 16 hereof,
to the extent any term or condition contained in any exhibit attached to this Agreement or in any
document referenced herein 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.
IPSP
Fire Dept. - 2004
Appropriation #419.10 P.O.# 7905
Contract Not To Exceed $7,000.00
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
B~ct,~. n ~
ku~i S. Watson, Member g-~':~'~,4r~r>,~Si;t~.~¢_'
Date:
ATTEST:
Institute for Public Safety Personnel, Inc.
Authorized Signature
Printed Name
Title
SSN if Sole Proprietor:
Date:
Diana Cordray, IAMC, Clerk-Treasurer
Date:
AGREEMENT
THIS AGREEMENT for professional services, dated this 3ra of February 2004, by and between the
Institute for Public Safety Personnel, Inc. (hereinafter "IPSP, Inc.,") and the Carmel Fire Department (hereinafter
"Department"):
A. Basic Services
1. Effective February 3, 2004, and continuing through February 2, 2005, IPSP, Inc., shall, pursuant
to the terms and conditions set forth herein, provide the Department with the professional consulting services set
forth in Exhibit A attached hereto and made a part hereof.
B. Operation
1. The relationship between IPSP, ][nc., and the Department shall be that of an independent contractor
providing professional services.
2. IPSP, Inc., shall furnish, or make contact with other individuals or entities to furnish such
professional, technical, or clerical services as are needed for the administration of the IPSP, Inc., programs, iPSP,
Inc., shall provide for all salaries and the employer's share of social security, worker's compensation, and all other
taxes imposed on an employer with reference to any personnel employed by IPSP, Inc., in relation to the
performance of the terms of this Agreement.
3. All test materials developed and administered by IPSP, Inc., are the property of IPSP,
Inc. This Agreement provides for a one-time usage of test materials specifically developed for the purpose of
executing this Agreement. Department agrees to respect the copyright of all 1PSP, Inc., materials and agrees not to
duplicate said materials without the expressed written consent of the Director of IPSP, Inc.
4. All records kept by IPSP, Inc., concerning the designated programs herein shall be the property of
1PSP, Inc., provided that the Department shall have the right to access and review the information contained in such
records.
5. In the event an applicant or incumbent requires a reasonable accommodation in the administration
of any test by IPSP, Inc., the Department agrees to pay a reasonable additional fee therefore.
6. The total cost to the Department for services of IPSP, Inc., as provided for in this A~eement shall
be in the amount set forth in Exhibit A. Such amount shall be remitted to IPSP, Inc., within thirty (30) days after
completion of the agreed services. The services rendered by IPSP, Inc., under this Agreement shall be considered as
"professional services." Upon request, IPSP, Inc., shall provide a fully itemized statement concerning the services
rendered under this Agreement.
C. Additional Services
1. The Department may, from time to time, require changes in the scope of the services of II°SP, Inc.,
to be performed under this Agreement. Such changes, including any increases or decreases in the amount of
compensation to IPSP, Inc., which are mutually agreed upon by the parties hereto, and approved by all other
necessary and proper authorities, shall be incorporated in written amendments to this Agreement.
2. 1PSP, Inc., further agrees that its personnel will appear, if necessary, to testify on behalf of the
Department with regard to any legal challenge involving IPSP, Inc., programs, and that IPSP, Inc., personnel shall
make such appearance without compensation other than out-of-pocket expenses.
D. Miscellaneous
1. If IPSP, Inc., fails to fulfill in a timel~ and proper manner the obligations pursuant to this
Agreement, the Department shall thereupon have the right to terminate this Agxeement by giving written notice to
IPSP, Inc., at least thirty (30) days prior to the effective date of such termination. In the event of termination, neither
party hereto shall be relieved of liability to the other for damages sustained by virtue of any breach of this
Agreement, and the Department may withhold payment to IPSP, Inc., for the purpose of setoff until such time as the
exact amount of damages due the Department can be determined.
2. If the Department shall fail to fulfill in a timely and proper manner the obligations pursuant to this
Agreement, Ilc'SP, Inc., shall thereupon have the right to terminate this Agreement. Said notice shaI1 be given to the
Department at least thirty (30) days prior to the effective date of such termination. In the event of termination,
neither party hereto shall be relieved of liability to the other for damages sustained by virtue of any breach of this
Agreement.
3. IPSP, Inc., shall indemnify and hold harmless the Department from any and all loss, damage,
injury or liability caused by the negligence of IPSP, Inc., or its employees or agents in performing its obligations
provided in this Agreement.
4. 1PSP, Inc., shall not be held liable and the Department shall hold IPSP, Inc., harmless from any
and all loss, damage, injury or liability caused by the negligence of the Department or its employees or agents in
disregarding or ignoring any professional opinion, diagnosis or recommendation of IPSP, Inc., or its employees or
agents while IPSP, Inc., is performing its obligations provided in this Agreement.
5. II°SP, Inc., certifies and warrants that it has the capacity to perform the services as required by the
Department with high professional quality, ability and expertise and further certifies and warrants that it has the
capacity and authority to enter into this Agreement.
6. IPSP, Inc., and its employees, agents and representatives, in the performance of this Agreement,
agree not to discriminate against any employee or applicant for employment with respect to his or her tenure, terms,
conditions, or privileges of employment, or any matter directly or indirectly related to employment, because of race,
color, sex, religion, national origin, ancestry, disability, or Vietnam Era veteran status.
7. This Agreement shall be binding upon and shall inure to the benefit of IPSP, Inc., its partners,
successors, assigns, legal and personal, representatives, and administrators.
8. At the expiration of the initial term hereof, or upon earlier termination of this Agreement pursuant
to Section D, i, the parties shall review the compensation paid by Department and the services rendered by IPSP,
Inc., through the date of such termination to determine whether Department is entitled to any reimbursement or
whether IPSP, Inc., is entitled to additional compensation, and any necessary adjustments shall be made.
9. Nothing herein shall be construed as creating any personal liability on the part of any officer,
director, agent, or employee of any public body which may be a party hereto.
10. This Agreement represents the entire understanding between and among the parties hereto. This
Agreement may not be changed, altered, or amended; modification of this Agreement must be in writing, executed by
the parties hereto, refer to this Agreement by date, and must be executed on a form entitled "Supplemental
Agreement" approved by all parties hereto.
11. Discrimination - IPSP, Inc., represents and warrants that it and its consultants shall comply with all
existing laws of the United States and the State of Indiana prohibiting the discrimination against any employee or
applicant for employment or subcontract work in the performance of any project contemplated by this Agreement
with respect to hire, tenure, terms, conditions, or privileges of employment or any matter directly or indirectly related
to employment or subcontracting because of race, religion, color, sex, handicap, national origin, ancestry, age,
disabled veteran status or Vietnam era veteran status.
The City of Carmel reserves the right to collect a penalty as provided in IC 5-16-6-1 for any person
discriminated against.
EXHIBIT
Process Steps
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VI.
VII.
VIII.
INSTITUTE FOR PUBLIC SAFETY PERSONNEL~ INC.
Agreement with the
Carmel Fire Department
for a
Engineer Promotion Process
Exhibit A
Establish Job Relevance
A. Review job descriptions
B. Select source materials
Write and Validate Written Test Questions
A. Write test questions on all sources
B. Validate test questions via committee review
Train and Inform Candidates About Process
A. Provide candidates with descriptive process booklets
B. Prepare training video on test preparation
Administer Written Test
A. Provide Test booklets
B. Administer test site
C. Provide all testing material
Develop Structured Interview/Assessment Center Exercise Materials
A. Meet with the committee to identify assessment goals
B. Develop structured questions and suggested answers
C. Meet with committee to validate material
Administer Interviews/Assessment Center Exercises
B.
Score Results
A.
B.
C.
Conduct Appeals
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B.
C.
D.
Train oral interview board
Provide monitor(s) and role player at interview site
Tally preliminary scores
Generate preliminary lists
Combine results with other process components (seniority, etc.)
Session
Provide candidates with individual results - missed questions, overall scores,
rank, etc.
Meet with candidates to receive appeals
Collect appeals and present to Merit Board
Provide candidates with individual appeal results
IX. Provide Individual Feedback EXHIBIT
Costs
A.
Derive Final List
A.
Provide candidates with individual scores and rank order standing
Provide Department with final scores and rank order list
$6,450.00 to develop and administer a promotion process for the rank of engineer with up to 30 eligible
candidates
$30.00 for each additional candidate over 30
Price assumes that either the candidates or the department will purchase the necessary books and reading
material
Optional - $1,500.00 per day for IPSP, Inc., to provide three paid interview board members from outside
departments
Price includes 1 interview monitor for 1 day - additional monitors/days are $250.00 per monitor per day.
IN WITNESS WHEREOF, the parties have executed this Agreement.
INSTITUTE FOR PUBLIC SAFETY
PERSONNEL, INC.
By:(~ ~. ,1~, ~ ~~
CARMEL FIRE DEPARTMENT
By:
Date:.
EXHIBIT