Darrell D. Norris/DOLDarrell D. Norris, Esq.
Law Dept - 2005
Appropriation #430-40000; P.O.#14022
Contract Not To Exceed $5,000.00
AGREEMENT FOR PROFESSIONAL SERVICES
~P~OVED AS TO FORM By (~"~'~
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 Darrell D. Norris, Esq. (hereinafter "Professional").
RECITALS
WHEREAS, the City, by and through its City Attorney, is responsible for its own legal affairs and
for pursuing and defending legal matters involving the City; and
WHEREAS, from time to time, City needs additional attorneys and legal staff (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 RECITALS
The foregoing Recitals are hereby incorporated into this Agreement and made a pail hereof.
SECTION 2. SCOPE OF SERVICES
2.1
City desires to engage Professional as an independent contractor to perform such of the Services as
are assigned to him by the Carmel City Attorney.
2.2 Time is of the essence of this Agreement.
SECTION 3. CITY'S RESPONSIBILITIES
3.1 City shall provide such information as is reasonably necessary for Professional to understand the
Services requested.
Darrell D. Norris, Esq.
Law Dept - 2005
Appropriation #430-40000; P.O.# 14022
Contract Not To Exceed $5,000.00
3.2.
3.3
3.4
City shall arrange for Professional to enter upon public and private property as reasonably required
for Professional to perform the Services.
City shall designate payment of the Services from City budget appropriation number 430-40000 -
Legal Fees fund.
City shall designate the City Attorney or his duly authorized representative to act on City's behalf
on all matters regarding the Services.
SECTION 4.
4.1
4.2
4.3
PROFESSIONAL'S RESPONSIBILITIES
Professional shall perform the Services pursuant to the terms of this Agreement and within any
applicable time and cost estimate.
Professional shall coordinate with the City Attorney his performance of the Services.
Professional shall provide the Services by folloxving and applying at all times reasonable and
lawful standards as accepted in the legal profession.
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 Five Thousand Dollars ($5,000.00) (the "Estimate"). Professional shall submit an
invoice to City every thirty (30) days or other appropriate intervals 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 the City Attorney's prior written consent (unless legally required to
do so in his professional capacity).
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, 2005, and shall thereafter, on the first day
of January in each subsequent year, automatically renew for a period of one (1) year.
Darrell D. Norris, Esq.
Law Dept - 2005
Appropriation #430-40000; P.O.# 14022
Cohtract Not To Exceed $5,000.00
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, at any time, subject to Professional's
professional and ethical obligations to City.
7.1.2
In the event of Cull 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 Parl¥ 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. Professional is not
a City employee. 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 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.
Darrell D. Norris, Esq.
Law Dept - 2005
Appropriation ~430-40000; P.O.#14022
Contract Not To Exceed $5,000.00
7.6 Govemment 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.
7.7 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
perfom~ance 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
indemnification obligation shall survive the termination of this Agreement.
7.8 Severability.
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.
7.9 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: Douglas C. Haney, City Attorney
PROFESSIONAL:
Darrell D. Norris, Esq.
307 North State Street
P. O. Box 366
South Whitley, Indiana 46787
Darrell D. Norris, Esq.
Law Dept - 2005
Appropriation ~430-40000; P.O.#14022
Contract Not To Exceed $5,000.00
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 three (3) business days From the date of such oral notice.
7.10 Effective Date.
The effective date ("Effective Date") of this Agreement shall be the date on which the last of the
parties hereto executes same.
7.11 Governing Law; Lawsuits.
This Agreement shall be governed by and construed in accordance ~vith 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, 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.
7.12 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.
7.13 Non-Assignment.
Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder
without City's prior written consent.
7.14 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.
7.15 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.
Darrell D. Norris, Esq.
Law Dept - 2005
Appropriation #430,40000; P.O.#14022
Contract Not To Exceed $5,000.00
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
BY: ,
J/a~es Brainard, Presidine Officer
Mary A~ Burk9 5~m,.~b. er
Date:
Lori S. Watson, Member
Date:
DARRELL D. NORRIS, ESQ.
Darrell D. Norris
FID/TIN:
Date:
0,¢-//.Y ,/..o oo
ATTEST: ·
/ _ ~ ,/] '~ Sandra M. Johnson,
Dep~lty Clerk for
/-Diana Cordray, IAMC/~'terk-Treasurer
Date:
/ /