Leaf Partnersmart/Util
,;
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:;; Leui" Partnersmart
Utilities Dep!. - 2006
Appropriation #DEPPN P.O, #S09758 & W06532
.Contract Not To Exceed $6,880.00
CO'yVod# O~.O,,~. 01
APPROVV?
FORNI 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 Carmel, Indiana, acting by and through its Board of Public Works and
Safety ("City"), and LeafPartnersmart ("Vendor").
TERMS AND CONDITIONS
I. 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.
2. PERFORMANCE:
City agrees to purchase the goods and/or services (the "Goods and Services") from Vendor using
City budget appropriation number DEPPN 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.
3. 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 Six Thousand Eight Hundred and Eighty Dollars
($6,880.00) (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.
4, 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.
5. 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.
6utiliu..loa17114;061
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, Leatl'artnersmart
Utilities Dept. . 2006
Appropriation #DEPPN P.O. #S09758 & W06532
Contract Not To Exceed $6,880.00
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 all 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 ofthe Goods and Services.
7. 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.
8. 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 breach within five (5) business 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) bec()mes 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.
9. 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. 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 additional 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
6ulil;ti<$1CJ.~114:06]
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i
'Leaf Partnersrnart
Utilities Oep!. - 2006
Appropriation #OEPPN P.O. #S09758 & W06532
Contract Not To Exceed $6,880.00
obligations shall survive the termination of this Agreement.
10. 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. Vendor
agrees to indemnify and hold harmless City from any loss, damage and/or liability resulting from
any such violation of such laws, orders, rules, regulations and codes. This indemnification
obligation shall survive the termination of this Agreement.
11. 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.
12. 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.
13. 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.
14. 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 maxin-mm compensation and monies
required of City to be paid to Vendor under or pursuant to this Agreement.
15. 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.
16. SEVERABILITY:
If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance,
executive order or other rule of law, su.ch 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.
6uliliLioslcat'II4.'06]
3
. Leaf Parmersmart
Utilities Dept. - 2006
Appropriation #DEPPN P.O. #809758 & W06532
Contract Not To Exceed $6,880.00
17. 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
A TTN: John Duffy, Director, Utilities Dept.
Douglas C. Haney, City Attorney
Department of Law
One Civic Square
Carmel, Indiana 46032
If to Vendor:
L€a..f
LeafPaFtll'-l !.Li~al t /)'
3877 East 9gth Sltl'<:l:t, jiillitl: 180 ~il5 l-onjres516nai aNd S-lelao
1Rcliltfla~6Iis, IN 462881936 Carme.l IN L{tlo 32-
Attn: Order Administration
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.
18. 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.
19. 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.
6Iltiliti..I<oflll~I06]
4
. LeafPartnersmart
Utilities Dept. - 2006
Appropriation #DEPPN P.O. #809758 & W06532
Contract Not To Exceed $6,880.00
20. 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.
21. 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,
2006, 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.
22. 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.
23. 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.
24. NO THIRD PARTY BENEFICIARIES
This Agreement gives no rights or benefits to anyone other than City and Vendor.
25. 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.
26. 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.
6"liliti..Je.a['114/(16)
5
'Leaf Partnersmart
Utilities Dept. - 2006
. Appropriation#DEPPNP.O. #S09758 & W06532
Contract Not To Exceed $6,880.00
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
LEAF PARTNERS MART
By:
<-no! '-j?t" 09 ~
James Brainard, Presiding Officer
Date:
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Lori S.
Date:
Authorized Signature
~I(,A.j . ;!,I(~{Jtrl#.
Printed Name
?r~+Iett;- MA:I..)A::'~
Title
ember /
81/ of,,:?
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FID/TIN:
SSN if Sole Proprietor:
ATTEST:
Date:
:2 /0/ '/I"'t.
Diana Cordray, IAMe, lhk-Treasurer
Date: . .3/1, Of
Sandra M. Johnson,
neputy Clerk for
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Leaf
paltnersmart.
Sales Quotation
3077 East 98th StretH, Suitet6.0
Indi<1napolis, IN 46280
www.leafpartner.com
Prepared for
City of Carmel Water-Wastewater Utilities
One Civic Square
Carmel IN, 46032
Attn, , Jolm Duffy & Carol McMauama
1
December 22, 2005
Quote #
Date
Terms'
FOB
Quotation vaUdfor 30 days
,
Prepared by
Kevin Killworth
Item
I
Qty Descrietion
I Microsoft Great Plains Professional Fixed Asset Module
$4,000
Price
$4,000
2
3
Annual Enbancement for Fixed Assets (18%)
Estimated Implementation Hours for Fixed Assets
16 Hours at $ 135/Hr
$720
$2,160
'I
,Product
Total
$6.880
Total Product Cost Due with Order
$2,360
. Shipping and handling and sales tax, if applicable, are additional.
. This quotation, and all products and services provided by Leaf are subject to the terms, conditions and
limitations of liability set forth in the executed Master Services Agreernentelltered into with L~af.
. Software training and implementation fees are estimated based on prior eXRerience and
implementations, Actual costs will vary based upon the implementation plan. Implementation Hours
will be billed ou a time and triaterial basis. '
Please send order documents to
Leaf
3077 East 98'h Street, Suite 160
Indianapolis, IN 46280-2936
Attn" Order Administration
Tel. 317-814-8000
Fax. 317-814-8001
Accepted by Date
Thankyoufor the opportunity to be ofscrvice to the City of Carmel Wate!'-Wastewater Utilities.
I~ EXH~alT .-A:--~~jj
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Master Services Agreement
Agreement #053560001
This Master Services Agreement (this "Agreemenf'), Number 053560001 dated December 22, 2005, is
between Joseph Graves Associates, Inc., doing business as Leaf ("Leaf'), an Indiana corporation, with an
address at 3077 East 98th Street, Suite 160, Indianapolis, IN 46280 and Citv of Carmel Water-Wastewater
Utilities, with an address at One Civic Square, Carmel, IN 46032.
Under this Agreement, Leaf will provide Services and Deliverables to Client, as described in Work Orders
attached to this Agreement and executed and delivered by both parties in writing., All Work Orders attached are
independent documents, each referencing this agreement and bound by the terms of this Agreement. All
Services and Deliverables provided hereunder shall be supplied by Leaf on a time and materials basis, unless
otherwise provided in a Work Order. Unless otherwise provided in a Work Order"the Services and Deliverables
do not include ongoing support, future upgrades, revisions, enhancements, or modifications.
By signing below, the parties agree to the terms of this Agreement. This Agreement replaces all prior oral or
written communications between the parties relating to the subject matter. Once signed, any reproduction of
this Agreement made by reliable means (for exampie, photocopy or facsimile) is considered an original, unless
prohibited by local law.
ACCEPTED AND AGREED TO:
ACCEPTED AND AGREED TO:
Leaf
City of Carmel Water-Wastewater Utilities
~~~
By:
By:
(Authorized Signature)
(Authorized Signature)
Printed: Kevin Killworth
Printed:
Title: Practice Manager
Title:
Date: December 22, 2005
Date:
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12/28/05
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, ,
Leaf
Services Agreement
1.0 DEFINITIONS
1.1 Employee means personnel that Leaf provides to perform services for Client. The word
"Subcontractor" may be inserted for the word "Employee" wherever applicable in this
Agreement, when the personnel that Leaf provides to perform services for Client is a
Subcontractor, not an Employee, of Leaf. Notwithstanding the above, however, nothing
contained in this Agreement shall operate to change the status of the personnel provided to
Client from Subcontractor to Employee, and this Agreement shall be interpreted in such a way
as to ensure the continuation of the personnei's Subcontractor status.
2.0 RELATIONSHIP OF THE PARTIES
2.1 Leaf wiil perform all services necessary in the fulfillment of the Services.
2.2 Leaf will ensure that all applicable federal, state, and local laws, statutes, codes, rules,
regulations, and ordinances are complied with, including export laws, in the fulfillment of the
Services.
2.3 Leaf will maintain relevant records to support invoices issued. The' records will be retained and
made available to Client upon request for three years from the date of the related invoice.
2.4 Relationship between Leaf and Client. Leaf will perform the services under this Agreement
as an independent contractor. Nothing in this Agreement shall be construed to create a
partnership, joint venture, or employment relationship between Leaf and Client. Neither party
is, nor will claim to be, a legal representative, partner, franchisee: agent, or employee of the
other. Neither party will assume or create obligations for the other. Each party is responsible
for the direction and compensation of its employees.
2.5 Relationship between Client and Employee or Subcontractor. The parties agree and
understand that the personnel provided by Leaf supplements Client's work force and may be
either an employee or subcontractor of Leaf. Employees are solely the employees of Leaf and
shall look only to Leaf to provide wages and employee benefits. Subcontractors are solely the
subcontractors of Leaf and shall look only to Leaf to provide compensation. Neither
Employees nor Subcontractors of Leaf shall be construed as Client's Employees or
Subcontractors. Employees and Subcontractors of Leaf provided by Leaf hereunder are hired
and placed by Leaf in its sole discretion, although Leaf may consider a specific request from
Client regarding placement of an Employee or Subcontractor.
3.0 RESPONSIBILITIES OF LEAF
3.1
Services. Leaf shall provide personnei to supplement Ciient's work force and deliver Services
and Deliverables as specified in attached Work Orders.
3.2
Wages and Benefits. Leaf has the sole right and responsibility to negotiate and establish the
wages and benefits of its Employees and is solely responsible for withholding and paying all
federal, state, and local income and social security taxes, and paying wages, the employer's
share of social security taxes, and all amounts required under local, state and federal workers'
compensation acts, disability benefit acts, unemployment insurance acts, and other employee
benefits acts when due.
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J!EXH~Brr -A~~J
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Leaf Services Agreement
3.3 Leaf Taxes. Leaf shall comply with all federal, state, and local laws, ordinances, regulations
and orders relating to the services it provides (including, without limitation, tax returns), and pay
all filing fees and federal, state, and local taxes applicable to its business as they come due.
3.4 Other Responsibilities. Leaf shall fully compiy with all federal, state, and local laws regarding
employment, including wage-hour. equal employment opportunity, and immigration laws. It
shall collect and maintain such Employee records and documents as required by law, including
Immigration and Naturalization Services Form 1-9. In addition, Leaf shall compiy with all
applicable iaws regarding equal employment opportunity and shall not discriminate on the
basis of national origin, race, color, religion, age and sex. Nothing contained in this Agreement
will be construed as granting Leaf, Leaf's employees, subcontractors, or agents any rights
under any Client employee benefit plans.
4.0 CLIENT'S RESPONSIBiliTIES
4.1 Supervision of Employee. If the Services are to be performed at Client's work place, then it is
assumed that it will be under the direction of Client.
4.2 Safe Work Environment. If the Services are to be performed at Client's work place, then
Client shall provide Employee a suitable work place, which complies with all applicable federal,
state, and local safety and health standards and shall provide all necessary information,
training, and safety equipment with respect to hazardous substances.
4.3 other Responsibilities. Client shall provide Empioyees and Subcontractors with full access to
the necessary facilities and equipment. Client shall comply with all applicable laws regarding
equal employment opportunity and shall not discriminate on the basis of national origin, race,
color, religion, age, or sex.
4.4 Review. Client is solely responsible for assuring itself that the Services and Deliverables are
satisfactory. From time to time during the term of the Agreement, Leaf will request that Client review
and accept in writing the Services and Deliverables provided, pursuant to one or more Work Orders.
If the Client does not object or accept in writing such Services and Deliverables within seven (7) days
of request from Leaf, such Services and Deliverables shall be deemed accepted.
5.0 TERMS OF PAYMENT AND RECORDS
5.1
Client will pay Leaf for the Services and Deliverables in accordance with this Agreement and
specified in attached Work Orders.
5.2
Unless otherwise specified and agreed upon in attached Work Orders, Leaf shall submit
invoices to Client semi-monthly, and Client agrees to pay each invoice within thirty (30) days
from invoice date. If Client authorizes deliveries in installments, Client must pay each invoice
. for a delivery within thirty (30) days from invoice date. without regard to other scheduled
shipments. Invoices not paid when due will have a 1.5 percent per month interest charge or
the highest lawful rate, whichever is less, assessed against the unpaid balance from the date
of invoice until the date of payment. All payments made under this Agreement must be in U.S.
dollars. Client agrees to pay costs of collection, including attorneys'fees. on past due invoices.
5.3
Leaf's Employees are required to complete weekly time records in order to accurately
determine the number of hours worked by Employee and the corresponding wages. Upon
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Leaf
SeNices Agreement
request oy Leaf, Client agrees to promptly review and approve all 'Employee time records upon
presentation to Client oy Leaf.
5.4 All invoices will include the following information:
5.4.1 Reference to this Agreement, including the Agreement numoer;
5.4.2 Reference to a specific Work Order, including the Work Order numoer;
5.4.3 Leaf's company and remit to addresses;
5.4.4 A short description of the performance/services provided;
5.4.5 The name of the Employee who provided them and the numoer of hours expended
performing the services;
5.4.6 If more than one (1) Employee has worked for Client in any given month, Leaf's
invoice shall oe itemized to show total charges per Employee;
5.4.7 Leaf's invoice numoer and its date, and
5.4.8 Itemized expenses, if any, reiated to Services provided.
5.5 All invoices will oe addressed to Client and sent (with a copy to the applicaole Client
Coordinator) to the following address:
5.6 Leaf will maintain relevant accounting records (for example, payroll records, joo cards,
attendance cards, and joo summaries), in a form consistent with generally accepted accounting
principles, to suostantiate Leaf's charges under this Agreement. The records will oe retained
and made availaole for 3 years from the date of final payment. At Clients request, Leaf will
make these records availaole for audit to an independent certified puolic accountant chosen
and compensated (other than on a contingency oasis) oy Client. ;rhe audit will oe conducted
during normal ousiness hours at Leaf's offices. In the event that Client discovers an instance
of over-oilling to Client, Leaf will correct the invoice and reimourse Client for any amount
overpaid.
5.7 The payments defined in this Section fully compensate Leaf for its performance under, and for
the rights granted and assigned in, this Agreement.
6.0 INTEllECTUAL PROPERTY
6.1 Unless explicitly granted in this Agreement, neither party grants the other any rights in any
intellectual property, including patents and patent applications, oy implication, estoppel or
otherwise.
6.2 Any pre-existing design or code that Leaf orings to the defined Services and Deliveraoles, as
specified in any and all attached work orders, will oe identified oy Leaf and is not for reuse or
resale oy the client, and remains the intellectual property of Leaf, for reuse as Leaf desires.
IIEXH~Bfr
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Leaf
Services Agreement
6.3
Any goodwill attaching to Leaf's trademarks, service marks, or trade names belongs to Leaf and
this Agreement does not grant Client any right to use them.
6.4
Any goodwill attaching to Client's trademarks, service marks, or trade names belongs to Client
and this Agreement does not grant Leaf any right to use them. Client may state that Leaf has
provided a Deliverable or Service.
7.0 REPRESENTATIONS
7.1 Leaf makes the following representations:
7.1.1 Leaf has full legal rights to perform its obligations and grant and assign the rights
granted and assigned herein;
7.1.2 Leaf is not under, and will not assume, any obligation or restriction that prevents Leaf
from performing its obligations or conflicts with the rights granted and assigned in this
Agreement;
7.1.3 There are no liens, encumbrances or claims pending or threatened against Leaf, or to
Leaf's knowledge, anyone else, that would affect Leaf's ability to perform its
obligations under this Agreement or relate to the rights granted and assigned in this
Agreement;
7.1.4 The Services and Deliverables rendered do not contain libelous matters, nor do they
directly or indirectly infringe any publicity, privacy or intellectual property rights of a
third party.
8.0 LIABILITY
8.1
Leaf agrees to perform the Services in a professional manner and as otherwise set forth in this
Agreement. Client is solely responsible for assuring itself that the Services and resulting
Deliverables are satisfactory. Leaf's obligation under this Agreement is to furnish Client with
trained and skilled personnel to work under the direction of Client toward the completion of any
Work Orders.
8.2
THE FOREGOING IS IN LIEU OF ALL EXPRESS OR IMPLIED WARRANTIES OF ANY TYPE
OR DESCRIPTION, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. NEITHER Leaf NOR ITS EMPLOYEES WILL BE LIABLE FOR DIRECT,
INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT
NOT LIMITED TO, LOSS OF ANTICIPATED PROFITS OR BENEFITS RESULTING FROM
THE USE OF THE DELlVERABlES, EVEN IF Leaf HAS BEEN INFORMED OF THE
POSSIBILITY OF SUCH DAMAGES. CLIENT ASSUMES COMPLETE RESPONSIBILITY FOR
ANY DECISIONS MADE OR ACTIONS TAKEN BASED ON INFORMATION OBTAINED
USING THE DELlVERABlES. Leaf's liability to Client for any cause whatsoever, and
regardless of the form of action (including negligence), arising out of, resulting from, or in any
way connected with the performance of this Agreement, shall in no event exceed the amount
paid for the Services involved.
IlAAlpage5
UlEXHEBff -D_'W tl ~J
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Leaf
Services Agreement
9.0 TERM AND TERMINATION
9.1 This Agreement begins on the Effective Dafe and will continue for a period of two years, unless
earlier terminated as provided in this Section.
9.2 Client may terminate this Agreement and/or any Work Order issued hereunder. with or without
cause at any time upon thirty (30) days written notice to Leaf. Leaf may terminate this
Agreement, with or without cause at any time upon thirty (30) days written notice to Client
provided that all Work Orders issued hereunder have been completed.
9.3 Either party may terminate this Agreement for the other's material breach by providing the
breaching party with written notice that describes the breach. The termination will become
effective 45 days after receipt of the notice, unless the breach is cured within that 45-day
period. However, if the breach (other than a breach for failure to deliver a Deliverable or
Service) by its nature cannot be remedied in 45 days, but can be remedied in a reasonabie
time thereafter, the breaching party will take reasonable and diligent steps to remedy it, notify
the other party of the action plan, progress towards completion and compiete such remedial
action promptly. In such event, the notice period will be suspended while the breaching party
takes these actions. In addition, in the event any invoice remains unpaid more than five (5)
days past the due date, Leaf may terminate this Agreement and/or any Work Order issued
hereunder upon three (3) days written notice to Client.
9.4 The obligations of the parties under Sections 5,6,7,8,10,11,12 and 13 shall survive and continue
after any termination of this Agreement.
10.0 CONFIDENTIAL INFORMATION
1 D. 1 The parties agree that all information exchanged under this Agreement will be deemed non-
confidentiai, unless it is clearly designated as confidential by the disclosing party, provided,
however, all Deliverables are deemed confidential information of Client. In addition, Leaf will
not provide Client with any information which may be considered confidential information of any
third party. The parties agree to hold the disclosing party's confidential information in strict
confidence and to take all reasonable precautions to protect such confidential information,
including, without limitation, using the same degree of care, as the receiving party uses to
protect its own confidential information of a similar nature.
10.2
Each party agrees that it will not disclose to any third party any Confidential Information
belonging to the other without the other party's prior written consent. Each party further agrees
that it will use reasonable efforts to maintain the confidentiality of all such information of the
other part to prevent the unauthorized disciosure of any Confidential Information by its clients,
customers, employees, subcontractors, or representatives.
10.3
Before performing any services under this Agreement, Leaf shall have Employee sign a Client
"Confidentiality and Works Agreement" which obligates the Employee to: (a) not disclose, either
directly or indirectly, any confidential information, knowledge or data of Client's that Employee
may obtain during the course of this work; and (b) not use or reveal any confidential
information, knowledge or data acquired by Employee in previous a~signments or employment.
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Services Agreement
11.0 POST-PLACEMENT HIRING
11.1 Client agrees that during the duration of the Services rendered, and for a period of twelve (12)
months after the completion or termination of this Agreement, Ciient will not directly or indirectly
solicit for employment any Leaf Employee or Subcontractor who performed work hereunder
without the express written consent of Leaf.
11.2 Client may request that Leaf waive the provisions of Section 11.1 to allow Client to employ or
engage the services of an Employee, either directly or indirectly. Client acknowledges and
agrees that Leaf, at its sole discretion, has the right to accept or refuse Client's request to
employ or engage the services of Employee. If Leaf has accepted Client's request to engage
the Employee, and Employee agrees to work for the Client, then Client will pay an amount
equal to the greater of $30,000 or 30% of the Employee's annual salary to Leaf within thirty
(30) days of Employee commencing employment with Client.
12.0 COORDINATORS AND NOTICES
12.1 Any notice required or permitted to be made by either party to this Agreement must be in
writing. Notices are effective when received by the appropriate coordinator as demonstrated
by reliable written confirmation (for example, certified mail receipt, courier receipt or facsimile
receipt confirmation sheet).
12.2 Contract Coordinators responsible to receive all notices and administer this Agreement are:
Leaf
Client:
Name:
Name
Tille:
Title
12.3 A party will provide written notice to the other when its coordinators change.
13.0 GENERAL
13.1 Freedom of Action. This Agreement is nonexclusive in nature and does not in any manner
establish an exclusive arrangement between the parties. Each party may design, develop,
manufacture, acquire, or market competitive products and services and conduct its business in
whatever way it chooses.
13.2 Reliance. Neither party relies on any promises, inducements or representations made by the
other regarding any future business deaiings. This Agreement accurately states the parties'
agreement.
13.3 Compliance with Applicable Laws. Each party will comply with all applicable laws and
regulations at its expense, including, to the extent applicable, Executive Order 11246 on Equal
Employment Opportunity, as amended, the Occupational Safety and Health Act of 1970, as
amended, and the Americans With Disabilities Act of 1990, as amended. This also includes all
applicable government export and import laws and regulations.
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13.4 Gifts or Gratuities. Neither party will make or offer any gifts or gratuities of any type to the
other party's employees or families.
13.5 Order of Precedence. If there is a conflict among the terms of this base Agreement and its
attached Work Orders, the terms of this base Agreement prevail over those of the Work
Orders, unless the parties expressly indicate in the Work Orders that particular terms therein
prevail. Terms contained in Client's work orders, purchase orders, order acknowledgments or
similar documents, if any, are void.
13.6 Headings. The headings of this Agreement are for reference only. They do not affect the
meaning or interpretation of this Agreement.
13.7 Counterparts. This Agreement may be signed in one or more counterparts, each of which will
be considered an original, but all of which together form one and the same instrument.
13.8 Amendment and Waivers. For a change to this Agreement to be valid, both parties must sign
it. No approval, consent or waiver will be enforceable unless signed by the granting party.
Failure to insist on strict perfonmance or to exercise a right when entitled does not prevent a
party from doing so later for that breach or a future one.
13.9 Severability. If any provisions of this Agreement are unenforceable at law, the rest of the
provisions remain in effect.
13.10 Dispute Resolution. Both parties will act in good faith to resolve disputes prior to instituting
,
litigation. Each party hereby waives its rights to a jury trial in any resulting litigation. Litigation
will only be commenced in the State of Indiana.
13.11 Assignment. Leaf may not assign, or otherwise transfer its rights or delegate any of its duties
or obligations under this Agreement without Client's prior written consent. Any attempt to do so
is void.
13.12 Governing Law. This Agreement will be governed by the substantive law of the State of
Indiana, applicable to contracts executed in and performed entirely within that State. The
United Nations Convention on Contracts for the International Sale of Goods does not apply.
13.13 Force Majeure. Leaf shall not be responsible for any failure to perform due to causes beyond
its control, including, but not limited to, fires, floods, earthquakes, explosions. accidents, acts of
public enemies. wars, rebellions, insurrections, sabotage, epidemics, quarantine restrictions,
labor disputes, labor shortages, transportation embargoes or failures or delays in transportation
by third parties, inability to secure raw materials or machinery for the manufacture of products,
acts of God, acts of any government or any agency thereof, and judicial actions.
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Master Services Agreement # 053560001
Expenses Paid by client
. Travel expenses as stated above.
. Any unanticipated expenses which do not change the definition of delivery, but are at the
request of the client and agreeable to Leaf, will be paid by client.
Invoicing and Payment Terms
. Payment is in U.S. dollars.
. Leaf will submit invoices for payment listing personnel, quantity of work performed, and billing
amount.
ACCEPTED AND AGREED TO:
ACCEPTED AND AGREED TO:
Leaf
/~
City of Carmel Water-Wastewater Utilities
-
By:
By:
(Authorized Signature)
(Authorized Signature)
Printed: Kevin Killworth
Printed:
Title: Practice Manager
Title:
Date: 12/22/2005
Date:
Leaf
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Master Services Agreement # 05356000,1
General Work Order Terms
. The Work Order defined by this agreement is bound by the terms of the executed Master
Services Agreement referenced herein.
. The Work Order defined here is independent from any other Work Orders which have been
agreed upon under the referenced Master Service Agreement, and as such, stands alone in
its execution.
Services and Oeliverables
o Leaf consultants will provide general Microsoft Great Plains support services
under the direction of City of Carmel Water-Wastewater Utilities.
Materials and Facilities to be provided by Client
. City of Carmel Water-Wastewater Utilities responsible for the licensing of all Microsoft Great
Plains related software. All other supporting hardware and software required to deploy the
delivered systems are client's responsibility as well.
. City of Carmel Water-Wastewater Utilities should provide the necessary equipment and
personnel to assist in the milestones and delivery of defined systems.'
. The project as defined will begin on or before the execution of this contract and will continue
until completion. Progress will be communicated directly to client on an ongoing basis.
Work Location
. Work may be performed at Client facilities or via phone support or by using remote access
software.
Fees Paid by client
. Work will be done on a time and materials basis. Rates are as follows:
Consulting / Support
Travel time
Mileage
$135/hr
$67.50/hr
At rate defined by IRS.
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"EXHIBIT _~, "~~l~"
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EXHIBIT B
Invoice
Date:
Name of Company:
, Address & Zip:
Telephone No.:
'0',
Fax No.:
Project Name:
Invoice No.
Purchase Order No:
" Goods Services
Person Providing Date Goods/Services Provided Cost Per Hourly Total
Goods/Services Goods! (Describe each good/service Item . Rate/
Service separately and in detail) Hours
Provided Worked
"
"-
GRAND TOTAL,
Signature
Printed Name