Burtner Electric/Facilities BurtnerEtecric • APPROVED, AS 10
Maintenance Departrnat- 2007 b '
Appr`opristion#1205-509; P.O. 418003 FORM BY: 1.
11
Contract Not To E ceed'S2 L638,12 •
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 Buttner Electric thereinafter "Professional").
RECITALS'
WHEREAS City owns and is responsible for the operation and. maintenance of its property,
personnel, public works and infrastntcture;:and
WHEREAS, f(orrir tithe to time; :City-needs prole"ssional assistance in fulfilling its foregoing
responsibilities;.and
WHEREAS, Professional is experienced in providing and desires to, provide to 'City the
professional services ("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:arid the.cOvenants'and conditions
set forth herein, City and Professiottah.ntutuallyagree as:follows:.
SECTION`r. 'INCORPORATION OF RECITALS
The,oregoing,Reeitals;are Hereby incorporated into this Agreement and'made.a part hereof.
SECTION:2. SCOPE OF SERVICES
2.1 City desires to engage Professional as. an independent contractor for-the •Services set forth in
attached Exhibit A, incorporatedherein by thisre€erence.
2.2 Professional understands and agrees that City may, .from time to ti'me,•request Professional to
provide additional or modified Services to, City When City desires additional Services from
Professional, the City shall notify Professional:'of sash additional Services desired, as well as the
time'frame in^which same are to be provided. Only after City has approved Professional's time
and.east estimate forrthe-provision of such additional Services; ha encumbered:sufficient monies
to pay for same, and has authorized Professional, in writing,to provide such additional Services,
shall .such Services be -provided by Professional to City. A copy of the City's authorization
documents for the-purchase of additional<Services shall be numbered and attached hereto in the
'order in which they are approved'by City-
2:3 Time is ofthe essence of this Agreement..
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BurtrerElectric
9 :Maintenance.Department-2007
Y' Appropriation#1205:509; .P;O.#18003
�t Contract Not To Exceed'$21.638.12
SECTION 3. CITY'S RESPONSIBILITIES
3.1 City-shall provide:suchainformation 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 al!
data so provided is correct and complete.
3.3. City shall'-janange for Professional to enter upon publtc'and private•pi operty as reasonably required
for Professional to perform.the-Services.
3.4 City shall designate payment of the Services from City budget appropriation number 1205-509
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'RESPONSIE FLIT IES
4.1 Professional shall perform the Services pursuant:to'the terms of this.Agreerrtentand within any
applicable tirne,and cost estimate.
4.2 Professional shall coordinate with City its,perfortnance.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:
SECTIONS. COMPENSATION
5.1 Professional estimates that the'total`price for-the Services to be'provided'.to City hereunder shall he
no more than Twenty Thousand Six Hundred Thirty Eight Dollars and Twelve Cents ($21,638.12)
_ (the "Estimate"), Professional shall submit an invoice to-City no more than once,eve y thirty (30)
days for Services provided City during,the-time time 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<alfundisputed Services,rendered and,stated„on=such invoice within sixty(60),days
from the;date"ofCity's receipt of same,or be subject toga 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 Cityls prior written consent
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Burtner Electric
': Maintenance Department- 2007
Appropriziion#1205 509: -P.Q. #18003
Contract Not To Exceed S21: 38'12
SECTION 6. TERM
Unless otherwise terminated in accordance with.the termination provisions;set forthin Section 7.1
hereinbelow, this Agreement shall be in effect from the Effective Date through December 31,
2007, and shall,,'on the first day oleach January thereafter,.autornatically renew fora period ofohe
(1) calendar year, unless otherwise_agreed by the parties hereto.
SECTION 7. MISCELLANEOUS
7.1 Termination.
7:1.1 The obligation to provide all or any;porti'on of the Services ender 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 ilpon Professional's-receipt of.City's `Notice
To Cease See ices."'
7.1:3 In the event of full or partial Agreement terminati'on,; and as fuel and complete
compensation hereunder, Professional -shall be paid for all such Services rendered and
expenses:incurred,as of the date of ternnnation.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, offcials; agents, partnersL and successors in
interest are bound to.the•othernas to ail Agreement terms, conditionsand'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„herebyivarrants
and indemnifies City for and from any and all costs, fees, expenses and/or damages'incurred by
City as aresult of any claim for wages; benefits or otherwise by any-agent, employee or contractor
ofProfessional regarding or related to the:subject matters of this Agreement. This:indemnification
obligation,sha11.siirvive the,terinination o(tin srAgreement.
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Burtner Electric
Maintenance Department-2007
Appropriation#1 205-509; P.O. #1 8003
Contract Not To Exceed S21,638.12
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
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 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.
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•
Burtner Electric
Maintenance Department-2007
Appropriation#1205-509; P.O. #18003
Contract Not To Exceed$21,638.12
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
indemnification obligation shall survive the termination of this Agreement.
7.11 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
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 hand-delivered or sent'by prepaid U.S. certified mail, return
receipt requested, addressed to the parties as follows:
CITY:
City of Cannel Douglas C. Haney
Department of Administration Carmel City Attorney
• One Civic Square ' One Civic Square
Carmel, Indiana 46032 Carmel, Indiana 46032
ATTENTION: Jeff Barnes
PROFESSIONAL:
Burtner Electric
787 N. l0th Stree
Noblesville, Indian p
ATTENTION: r
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Burtper Electric
Maintenance Department-2007
Appropriation#1205-509; P.O.418003
Contract Not To Exceed 821,638.12
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 Cannel, 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.
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 befiveen 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.
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i3urtner Electric
Maintenance Department-2007
Appropriation#1205-509; P.O. #18003
Contract Not To Exceed$21,638.12
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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 Copyright.
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.
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 accuraterecords.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 sane
and to make transcripts there from, and to inspect all program data, documents, proceedings and
activities.
7.24 Accomplishment of Project
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. •
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Runner Electric
Maintenance Department-2007
Appropriation#1205-509; P.O.#18003
Contract Not To Exceed S21,638.12
IN WITNESS WHEREOF, the.parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA BURTNER ELECTRIC
by and through its Board ofPublic
Works and Safety
BY:
BY
.
.1 •
es Brainard, Pr sidi = Officer Authorized Signature
ate: •
Printed Name: b/i`u ID vc'1r",0c,
Mary m Burke, M nhe Title: -PrL
Date: �
FID/TIN: 3 S / g c/ 6 9 Z•
Z
Lori S. Watson, ber SSN if Sole Pro rietor:
Date: �` aao10ro Date: / (.2,/ O5"
•
ATTEST:
Di a Cordray, IAMC, C e -Treasurer •
Date:
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