The Fehribach Group/DOCS"--C0';~munity Services - 2005 Appropriation #404; P.O.#14140
Contract Not To Exceed $40,000.00 ($3,300.00 - 2005 Funds - $36,700.00 - 2006 Funds)
AGREEMENT FOR PROFESSIONAL SERVICES
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 The Fehribach Group(hereinafter "Professional").
RECITALS
WHEREAS, City is committed to maintaining an equitable and competitive compensation system
for the benefit of it§ employees; and
· WHEREAS, from time to 'time, City needs consulting or other workforce assistance (the
"Services") to assist it in fulfilling the foregoing commitment; 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, i.n consideration of the foregoing recitals and the covenants and ~onditions
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 part hereof.
SECTION 2.
2. i
2:2
2.3
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 tb time, request Prbfessional 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.
Time is of the essence of this Agreement.
mod/2OOScontracts/co~mservs,/fehribach/ll/O3/O5 1 0
The Fehribach Group
Comn]unlty Services - 2005
Appropriation #404; P.O.#14140
Contract Not To Exceed $40,000.00 ($3,300.00 - 2005 Funds - $36,700.00 - 2006 Funds)
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 provide all data required for provision of Services. Professional may assume that all
data so provided is correct and complete.
3.3. City shall arrange for Professional to enter upon public and private property as reasonably required
for Professional to perform the Services.
3.4 City shall designate payment of the Services fi'om City budget appropriation number 404 funds.
3.5 City shall designate the Mayor or his duly authorized representative to act on City's behalf on all
matters regarding the Services.
SECTION 4. PROFESSIONAL'S RESPONSIBILITIES
4. I 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 Forty Thousand Dollars ($40,000.00) (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 for one (1) year after its Effective Date.
mod/2OO5con[racgs/co~mservs.lfehribach/ll/03/05 2 0
The Fehribach Group
Community Services - 2005
Appropriation #404; P.O.#14140
Contract Not To Exceed $40,000.00 ($3,300.00 - 2005 Funds - $36,700.00 - 2006 Funds)
SECTION 7. MISCELLANEOUS
7.1 Termination.
7.h 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 Part,/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.
T5 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/2OO5contracts/commservs./fehribach/ll/03/05 3 0
The Fehribach Group
Co~munity Services - 2005
Appropriation #404; P.O.#14140
Contract Not To Exceed $40,000.00 ($3,300.00 - 2005 Funds - $36,700.00 - 2006 Funds)
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 6r 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) fifils 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 defimlt 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 herein 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,
mod/2OO5con~racts/commsorvs./fehribach/ll/03/05 4 0
The Fehribach Group
Co~':nmunity Services - 2005
Appropriation #404; P.O.#14140
Contract Not To Exceed $40,000.00 ($3,300.00 - 2005 Funds - $36,700.00 - 2006 Funds)
national origin, ancestry, age, disabled veteran status or Vietnam era veteran status. This
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
that 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 band-delivered or sent by prepaid U.S. certified mail, return
receipt requested, addressed to tbe parties as follows:
CITY:
Michael Hollibaqgh, Director of
Community Services
City of Carmel
One Civic Square
Carmel, Indiana 46032
Douglas C. Haney, City Attomey
Department of Law
One Civic Square
Carmel, Indiana 46032
PROFESSIONAL:
The Fehribacb Group
50 S. Meridian Street, Ste. 400
Indianapolis, Indiana 46204
Attn: Gregory S. Fehribach
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 tbe
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/2005contrac~slcommserYs./fehribach/ll/03/05 5 0
The Fehribach Group
Cm~mmnity Services - 2005
Appropriation #404:P.O.#14140
Contract Not To Exceed $40,000.00 ($3,300.00 - 2005 Funds - $36,700.00 - 2006 Funds)
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 t6 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 hereundei'
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.
7.21 Copvright.
City acknowledges that various materials which may be used and/or generated by Professional in
performance of Services, including forms, job description formats, comprehensive position
questionnaire, compensation and classification plan and reports are copyrighted. City agrees that
all ownership rights and copyrights thereto lie with Professional, and City will use them solely for
and on behalf of its own operations. City agrees that it will take appropriate action with its
employees to satisfy its obligations with respect to use, copying, protection and security of
Professional's property.
mod/2OOScontracts/commservs./fehribach/ll/03/05 6 0
The Fehribach Group
Co~nmunity Services - 2005
Appropriation #404; P.O.#14140
Contract Not To Exceed $40,000.00 ($3,300.00 - 2005 Funds - $36,700.00 - 2006 Funds)
7.22 Personnel.
Professional represents that it has, or will secure at its own expense, all personnel required in
performing the services under this agreement. Such personnel shall not be employees of or have
any contractual relationship with City. All of the services required hereunder will be performed
by Professional or under his supervision and all personnel engaged in the work shall be fully
qualified to perform such services.
7.23 Records and Inspections
Professional shall maintain full and accurate records with respect to all matters covered under this
agreement for three (3) years after the expiration or early termination of this agreement. City shall
have free access at all proper times to such records and the right to examine and audit the same
and to make transcripts there fi'om, and to inspect all program data, documents, proceedings and
activities.
7.24 Accomplishment of Proiect
Professional shall commence, carry on, and complete the project with all practicable dispatch, in a
sound economical and efficient manner, in accordance with the provisions thereof and all
applicable laws. In accomplishing the project, Professional shall take such steps as are appropriate
to ensure that the work involved is properly coordinated with related work being carried on within
City's organization.
mod/2005conEracgs/co[mnservs. / fehribach/ll/03 / 05 7 0
11168/2885 13:58 3176336626
NOV-08-~O05 TU~' 11:34 ~ (]~lt~L CO,UNITY ~VOS
GPDGHPN
F~X NO, ~17 571 2428
P, 09
~N WITNE~$ W~[I~.~OP, ~e p~tics b. ereto have ms~le and czecu~t this Agreement as follows:
~ OF ~-. INDL~,NA
by m~d th~oul~ its Bound ~f l~bT~
Work~ ~d S~ety
GROUP
Gregory S. Fchribach
Attorney at Law
Mary Beth Fehribach, RN
Jill Carrel
October 26, 2005
Michael P Hollibaugh
Director, Department of Community Services
City of Carmel
Once Civic Square
Carmel, Indiana 46032
Dear Michael,
It was a pleasure speaking with you on Tuesday afternoon. I am looking
forward to working with you and the City of Carmel to achieve a universally
accessible and inclusive environment for its citizens.
Please find enclosed a Legal Services Agreement which represents our
discussion and agreement.
Please review the contract and determine if it meets with your approval.
If you fmd the agreement acceptable, please sign and return a copy in the
enclosed envelope. If the contract needs revisions, please do not hesitate to
contact me to discuss the issue.
GSF:jmc
Enclosures
,yours,
Fehribach
T H E
F E H R I B A C H
GROUP
Inclusive Design and
Access Consultants
50 S. Meridian Street, Ste. 400
Indianapolis, Indiana 46204
TEL 3] 7.638.2400
FAX 317.633.6620
www,.the fc h ribachgroup.com
O
LEGAL SERVICES COMPENSATIONS AGREEMENT
THIS AGREEMENT, effective as of the 1st day of November 2005, and terminating the 31s~ day
of October 2006, by and between the City of Carmel, Indiana, ("City") by and through Mayor James
Brainard ("Mayor") and Gregory S. Fehribach of The Fehribach Group, Indianapolis, Indiana ("GSF").
WI'I-I'NESSETH THAT:
1. The City hereby retains GSF to perform and render legal assistance to the City with
respect to Americans with Disabilities Act ("ADA") compliance including public transit, and any other
issues within City's jurisdiction that has ADA implications, as agreed to by GSF and Mayor, or his
designee.
2. GSF is authorized to take any and all actions ordinarily performed by a lawyer, provided,
however, it is expressly understood that GSF shall not bind the City to any agreement of any time
without the written consent of the Mayor and any and all other appropriate officials. It is understood
that GSF is, and shall be, an independent contractor and nothing contained herein shall be deemed to
create an employer-employee relationship.
3. GSF shall coordinate the above described actions with the Director of Depadment of
Community Services or other City official as designated by the Mayor and to the extent possible, shall
notify of and discuss those actions with that Director of Department of Community Services or other
City official as designated by the Mayor prior to their performance.
4. The City shall compensate GSF for such legal services at the rate of $40,000 for the life
of the contract. The City of Carmel shatt pay GSF $3,300.00 on a monthly basis beginning December
1, 2005 through October 1, 2006. GSF will provide the City of Carmel with a final bill on or about the 1st
day of November, 2006 for $3,700.00 to complete the final billing for the contract. GSF shall provide an
itemized statement of services rendered to the City of Carmel at the end of each month.
5. In addition to legal fees, the Mayor will reimburse GSF for all approved expenses
advanced or incurred on behal[ of the City by GSF, including but not limited to filing fees, deposition
costs, computer research charges, and reports upon proper itemization to City.
6. This Agreement may be terminated by either party upon five (5) days written notice to
the other party.
7. GSF shall submit to City proof of malpractice insurance sufficient to satisfy the City and
Engineer.
8. Notwithstanding any other provisions of this Agreement, if funds for the continued fulfillment
of this Agreement by the City are at any time not forthcoming or insufficient, then the city shall have a
right to terminate this Agreement without penalty by giving no less than thirty (30) days written notice
documenting the lack of funding, in which instance, this Agreement shall terminate on the last day of
the fiscal period for with appropriations were received. The City agrees that it will make its best efforts
to obtain sufficient funds, including but not limited to including in its budget for each fiscal period during
the term hereof a request for sufficient funds to meet its obligations hereunder in full.
9. GSF shall not discriminate against any employee or applicant for employment, to be
employed in the active performance of this Agreement, with respect to hire, tenure, terms, conditions,
or privileges of employment, on account of race, sex, age, national origin, disability, or disabled veteran
or Vietnam-era veteran status. Breach of this paragraph may be regarded as a material breach of this
Agreement and ground for termination of the Agreement.
10. GSF is expressly prohibited from using any confidential information gained in its
representation of the City against the City in any subsequent or concurrent representation of a client
who has interests or engages in litigation adverse to the City.
11. GSF is prohibited from representing a client before any agency of the City of Carmel or
Hamilton County without the express consent of the Mayor. In addition, GSF shall provide to the City a
written request for any waiver of conflict of interest, along with a description of the proposed
representation and the conflict issues it raises. The parties hereby acknowledge that GSF is bound by
Rule 1.7 of the Indiana Rules of Professional Conduct and that the City reserves the right on a case-by-
case basis to consent or withhold consent to a representation that poses a conflict.
The above rules applicable to GSF are equally applicable to his partners, associates, and
persons with whom he share office space.
O
IN WITNESS WHEREOF, the parties have hereunto affixed their signatures at the City of Carmel,
Indiana.
Gregory S. Fehribach
Date: l b-,=~..(.=~ DS
CITY OF CARMEL
By:
Date:
APPROVED AS TO LEGAL FORM
By:
Date:
APPROVED AS TO AVAILABLTY OF
FUNDING
By:
Date:
LEGAL SERVICES COMPENSATIONS AGREEMENT
THIS AGREEMENT, effective as of the 1s~ day of November 2005, and terminating the 31s~ day
of October 2006, by and between the City of Carmel, Indiana, ("City") by and through Mayor James
Brainard ("Mayor") and Gregory S. Fehribach of The Fehribach Group, Indianapolis, Indiana ("GSF").
WITTNESSETH THAT:
1. The City hereby retains GSF to perform and render legal assistance to the City with
respect to Americans with Disabilities Act ("ADA") compliance including public transit, and any other
issues within City's jurisdiction that has ADA implications, as agreed to by GSF and Mayor, or his
designee.
2. GSF is authorized to take any and all actions ordinarily performed by a lawyer, provided,
however, it is expressly understood that GSF shall not bind the City to any agreement of any time
without the written consent of the Mayor and any and all other appropriate officials. It is understood
that GSF is, and shall be, an independent contractor and nothing contained herein shall be deemed to
create an employer-employee relationship.
3. GSF shall coordinate the above described actions with the Director of Department of
Community Services or other City official as designated by the Mayor and to the extent possible, shall
notify of and discuss those actions with that Director of Department of Community Services or other
City official as designated by the Mayor prior to their performance.
4. The City shall compensate GSF for such legal services at the rate of $40,000 for the life
of the contract. The City of Carmel shall pay GSF $3,300.00 on a monthly basis beginning December
1, 2005 through October 1,2006. GSF will provide the City of Carmel with a final bill on or about the 1st
day of November, 2006 for $3,700.00 to complete the final billing for the contract. GSF shall provide an
itemized statement of services rendered to the City of Carmel at the end of each month.
5. In addition to legal fees, the Mayor will reimburse GSF for all approved expenses
advanced or incurred on behalf of the City by GSF, including but not limited to filing fees, deposition
costs, computer research charges, and reports upon proper itemiza[ion to City. ~,/..~
,,
EXHIBIT ,,
0
6. This Agreement may be terminated by either party upon five (5) days written notice to
the other party.
7. GSF shall submit to City proof of malpractice insurance sufficient to satisfy the City and
Engineer.
8. Notwithstanding any other provisions of this Agreement, if funds for the continued fulfillment
of this Agreement by the City are at any time not fodhcoming or insufficient, then the city shall have a
right to terminate this Agreement without penalty by giving no less than thirty (30) days written notice
documenting the lack of funding, in which instance, this Agreement shall terminate on the last day of
the fiscal period for with appropriations were received. The City agrees that it will make its best efforts
to obtain sufficient funds, including but not limited to including in its budget for each fiscal period during
the term hereof a request for sufficient funds to meet its obligations hereunder in full.
9. GSF shall not discriminate against any employee or applicant for employment, to be
employed in the active performance of this Agreement, with respect to hire, tenure, terms, conditions,
or privileges of employment, on account of race, sex, age, national origin, disability, or disabled veteran
or Vietnam-era veteran status. Breach of this paragraph may be regarded as a material breach of this
Agreement and ground for termination of the Agreement.
10. GSF is expressly prohibited from using any confidential information gained in its
representation of the City against the City in any subsequent or concurrent representation of a client
who has interests or engages in litigation adverse to the City.
11. GSF is prohibited from representing a client before any agency of the City of Carmel or
Hamilton County without the express consent of the Mayor. In addition, GSF shall provide to the City a
written request for any waiver of conflict of interest, along with a description of the proposed
representation and the conflict issues it raises. The parties hereby acknowledge that GSF is bound by
Rule 1.7 of the Indiana Rules of Professional Conduct and that the City reserves the right on a case-by-
case basis to consent or withhold consent to a representation that poses a conflict.
The above rules applicable to GSF are equally applicable to his partners, associates, and
persons with whom he share office space. I, EXHIBIT_ ¢
0
WITNESS WHEREOF, the parties have hereunto affixed their signatures at the City of Carmel,
Indiana~
Gregory S. Fehribach
THE FEH~RIB/~H ~,ROLi~
Date: ( b
CITY OF CARMEL
By:
Date:
APPROVED AS TO LEGAL FORM
By:
Date:
APPROVED AS TO AVAILABLTY OF
FUNDING
By:
Date: