Eugene W. Lausch/DOCSEugene W. Lausch
Community Services Dept - 2004
Appropriation #400; P.O.#7370
Contract Not To Exceed $12,000.00
AGREEMENT FOR PROFESSIONAL SERVICES
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APPsOVED A~ TO FO~
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 Eugene W. Lausch (hereinafter "Professional").
RECITALS
WHEREAS, City owns and is responsible for the operation and maintenance of its public works,
its public sewer and water systems, the operation of the City, its departments and facilities, and the
provision of municipal services to the public; and
WHEREAS, from time to time, City needs additional temporary contract workers, workforce
recruiting, screening and consulting or other workforce assistance (the "Services") to assist it in fulfilling
its 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 contractor for the purpose of
providing to City the Services referenced herein;
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 REC1TALS
The foregoing Recitals are hereby incorporated into this Agreement and made a part hereof.
SECTION 2.
2.1
2.2
SCOPE OF SERVICES
City desires to engage Professional as an independent contractor for the Services set forth in
attached Exhibit A, incorporated herein by this reference.
Professional understands and agrees that City may, from time to time, request Professional to
provide additional or modified Services, the scope of which shall be as requested and defined by
the Mayor or his duly authorized representative and attached hereto in the order approved by City.
2.3 Time is of the essence of this Agreement.
Eugene W. Lausch
Community Services Dept - 2004
Appropriation #400; P.O.#7370
Contract Not To Exceed $12,000.00
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 400 funds.
3.4 City shall designate the Mayor or his duly authorized representative to act on City's behalf on .kll
matters regarding the Services.
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 Twelve Thousand Dollars ($12,000.00) (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
B, 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, 2004, and shall thereafter, on the first day
of January in each subsequent year, automatically renew for a period of one (1) year.
mod/lausch/02/19/04 2
Eugene W. Lausch
Community Services Dept - 2004
Appropriation #400; P.O.#7370
Contract Not To Exceed $12,000.00
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, 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 neither
Professional nor any of its agents, employees or contractors are City employees. Professional shall
have the sole responsibility to pay to or for its agents, employees and contractors all statutory,
contractual and other benefits and/or obligations as they become due. Professional hereby warrants
and indemnifies City for and from any and all costs, fees, expenses and/or damages incurred by
City as a result of any claim for wages, benefits or otherwise by any agent, employee or contractor
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 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 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 be no less than those amounts set
mod/lausch/02 / 19 / 04 3
Eugene W. Lausch
Community Services Dept - 2004
Appropriation #400; P.O.#7370
Contract Not To Exceed $12,000.00
forth on attached Exhibit C. Such insurance policies shall not be canceled without thirty (30)
days' prior written 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 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, 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 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 laws, executive orders, rules and regulations applicable to
Professional's performance of its obligations under this Agreement, all relevant provisions of
which being hereby incorporated heroin by this reference, to keep all of Professionals' required
professional licenses and certifications valid and current, and to indemnify and hold harmless City
from any and all losses, damages, costs, liabilities, damages, costs and attorney fees resulting from
any failure by Professional to do so. This indemnification obligation shall survive the termination
of this Agreement.
7.9 Indemnification.
Professional shall indemnify and hold harmless City and its officers, officials, employees and
agents from 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 or contractors in the performance 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 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 the
performance of any 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. This
mod/lausch/02/19/04 4
Eugene W. Lausch
Community Services Dept - 2004
Appropriation #400; P.O.#7370
Contract Not To Exceed $12,000.00
indemnification obligation shall survive the termination of this Agreement.
7.11 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 all other provisions of this Agreement
which can operate independently of same 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, return
receipt requested, addressed to the parties as follows:
CITY:
City of Carmel
One Civic Square
Carmel, IN 46032
ATTN: Michael Hollibaugh, Director
Community Services
Douglas C. Haney, City Attorney
Department of Law
One Civic Square
Carmel, IN 46032
PROFESSIONAL:
Eugene W. Lausch
4238 Washington Boulevard
Indianapolis, IN 46205
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 from 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 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.
mod/lausch/02/19/04 5
Eugene W. Lausch
Community Services Dept - 2004
Appropriation #400; P.O.#7370
Contract Not To Exceed $12,000.00
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 nor delegate its obligations hereunder
without City's prior written consent.
7.17 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. 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.
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 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.
mod/Iausch/02/19/04 6
Eugene W. Lausch
Community Services Dept - 2004
Appropriation #400; P.O.#7370
Contract Not To Exceed $12,000.00
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
Eugene W. Lausch
BY: BY:
James Brainard, Presiding Officer
Date:
Lori S. Wats~
Date:
ATTES .~,/-
Authorized Signature
Printed Name:
Title:
FID/TIN:
SSN if Sole Proprietor:
Date:
mod/lausch/02/19/04 7
Eugene W. Lausch
4248 Washington Boulevard
Indianapolis, IN 46205
(317) 283-6899
lausch~iquest.net
February 13, 2003
Mr. Douglas C. Haney
City Attorney
Office of the Department of Law
City of Carmel
One Civic Square
Carmel, 1N 46032
Re: Analysis and Provision of Advice Relative to Martin Marietta Applications and
Related Matters for Carmel/Clay Board of Zoning Appeals
Dear Mr. Haney:
This letter formally presents a proposal under which I (Attorney/Consultant) would
provide assistance to the Carmel/Clay Board of Zoning Appeals (BZA) in analyzing
documents and activities relating to applications filed with the BZA by Martin Marietta
and lawsuits growing out of those applications. In performing these services,
Attorney/Consultant would provide services that would include:
Analyzing applications filed by Martin Marietta before the BZA, past heatings
conducted in relation to the applications, and lawsuits growing out of such
applications in relation to state law, Carmel zoning ordinances, and BZA rules of
procedure;
· Meeting with the BZA and providing information regarding actions that the BZA
can take relative to such applications and lawsuits;
· Assisting the BZA, as directed, in actions that the BZA decides to take relative to
such applications and lawsuits; and
· Preparing for and participating in other related meetings that you or Community
Services Director Mike Hollibaugh request Attorney to attend.
Successfully completing this engagement will require a high level of coordination between
you, Mike Hollibaugh, and Attorney/Consultant.
th
As you know, I was able to meet with John Molitor on February 5 and received many of
the key documents related to this matter. In a meeting with four of the members of the
Confidential working draft
2/18/2004
EXHIBIT
BZA on February 10, I was able to secure an understanding of the needs and desires of the
BZA relative to this matter.
Attorney/Consultant would provide monthly billings to the Office of the Department of
Law, Carmel, Indiana detailing how Attorney/Consultant time is spent.
Attorney/Consultant would bill at an hourly rate orS100 per hour for services. Office
supplies, clerical support, administrative support, and local travel are included in these
rates. However, Attorney/Consultant would bill the Office of the Department of Law,
Carmel, Indiana, without mark up, for expenses such as outside printing (including color
printing) and the cost of delivery services such as FedEx.
It is understood that either the Office of the Department of Law, Carmel, Indiana or
Attorney/Consultant may withdraw from this agreement by providing written notice to the
other party at least 20 days prior to the withdrawal date.
I am pleased to present this proposal. If you have any questions please communicate with
me at (317) 283-6899.
Sincerely,
Gene Lausch
Attorney(No. 8708-49)
Cc: Mike Hollibaugh
John Molitor
Approved: Date:
Mr. Douglas C. Haney
City Attorney
EXHIBIT