Worrell Corporation/Utilities.,99,1 o
1 WORRELL CORPORATION APPROVED, AS TO
Utilities Department - 20,08 FORM BY?
Appropriation #01-6360-07 &01-7360-07; P.O. #W8207& #SI 1171
Contract Not To Exceed $83,000.00
AGREEMENT FOR PROFESSIONAL SERVICES
T141S AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is hereby made and
entered into by and between the City of Cannel, Indiana, acting by and through its Board of Public Works
and Safety (hereinafter "City"), and Worrell Corporation (hereinafter "Professional").
RECITALS
WHEREAS City owns and is responsible for the operation and maintenance of its property,
personnel, public works and infrastructure; and
WHEREAS, from time to time, City -needs professional 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 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 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, incorporated herein by this reference.
2.2 Professional understands and agrees that City may, from time to time, request Professional to
provide, additional or modified Services to City. When City desires additional Services from
Professional, the City shall notify Professional of such 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 cost estimate for the provision of such additional Services, has 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 of the essence of this Agreement.
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WORRUL CORPORATION
Utilities Department- 2008
Appropriation#01-6360-07 & 01-7360-07; P.O..#W8207&H511171
Contract Not To Exceed $83;000.00
SECTION 3. CITY'S?RESPONSiBILiTIES
3.1 City shall provide such information as is reasonably necessary`for'Professional'to understand the
Services'requested.
3.2 City shall provide all data required f6,provision of•Serviccs. Professional may assume that all
data .soprovided ,iscorrect.and complete.
33. 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 from City budget appropriation number-01-6360-07
& 01-7360'-07 funds.
3.5 City shall designate the,Mayor or his duly,puthorized, representative to Act on City's behalf on all
matters'regarding.the Services
SECTION 4. PROFESSIONAL'S RESPONSIBILITIES
4.1 Professional shall perform the Sen%ices pursuant.to_ the terms of this Agreement-and. Within any
applicable time, and cost estimate;
4.2. Professional shall coordinate With City its'performanee of the.Services:
4.3. Professionai. shall provide the Services by T61loiving and applying at all times.-reasonable and
lawful.standards as-accepted in the industry.
SECFlON,5. 'COMPENSATION
5,1 Professional estimates that the total price for-the Services to be provided ,to City liereuudershall be
no more 'thaii,Eighty'Three Thousand Dollars ($83;000100) (the, "--Estimate'?). Professional shall
submit an invoice to City no more than once every thirty (30) days for. =Sefvices,provided City
during the time period enco-mpassed.by such invoice. Invoices shall be submitted on a form
containing the same, information-as thaVcontained on the Pro fessional'Services invoice attached
hereto as Nhibit B, incorporated 'herein-"by this reference., City,shall pay' Professional for all
undisputed Services` rendered and 'stated on suchsinvoice within sixty (60) days from the;date.,of.
City?s receipt of same, or be subject to a late charge of one, percenf,(l %) of such unpaid and
tmdisputed;invoice-amounti-for each 'montl5 saPte reftiains unpaid.
5.2 Professional agrees not jo •provide•any Se.rvices,to City that would cause the-total cost of same to
exceed the Estimate, without Cttys prior Written. consent.
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WORRELL CORPORATION
Utilities Department - 2008
Appropriation #01-6360-07 &.01-7360-07; P.O. #W8207& #S11171
Contract Not To Exceed $83,000.00
SECTION 6. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Section 7.1
hereinbelow, this Agreement shall be in effect from the Effective Date through December 31,
2008, 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.
SECTION 7. MISCELLANEOUS
7.1 Termination.
7.1.1 The obligation to provide all or any portion of the Services under this Agreement may be
terminated by City or Professional, without cause, upon thirty (30) days' notice.
7.1.2 The obligation to provide all or any portion of the Services under this Agreement may be
terminated by City, for cause, immediately upon Professional's receipt of City's "Notice
To Cease Services."
7.1.3 In the event of full or partial Agreement- termination. and. as full and complete
compensation hereunder, Professional shall be paid for all such Services rendered and
expenses incurred as of the date of termination that are not in dispute, except that such
payment amount shall not exceed the Estimate. Disputed compensation amounts shall be
resolved as allowed by law.
7.2 Bindine Effect.
City and Professional, and their respective officers, officials, agents, partners and successors in
interest are bound to the other as to all Agreement terms, conditions and obligations.
7.3 No Third Party Beneficiaries.
Nothing contained herein shall be construed to give rights,or benefits to anyone other than the
parties hereto.
7.4 Relationship.
The relationship of the parties hereto shall be as provided for in this .Agreement, and neither
Professional nor any of its agents, employees or contractors are City employees. Professional shall
have the sole responsibility to pay to or for its agents, employees and contractors all statutory,
contractual and other benefits and/or obligations as they become due. Professional hereby warrants
and indemnifies City for and from any and all costs, fees, expenses and/or damages. incurred by
City as a result of any claim for wages; benefits or otherwise by any agent, employee or contractor
of Professional regarding or related to the subject matter of this Agreement. This indemnification
obligation shall survive the termination of this Agreement.
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WORRELL CORPORATION
Utilities Department - 2008
Appropriation #01-6360-07&01-7360-07; P.O. #W8207& #SI 117I
Contract Not To Exceed $83,000.00
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 Tien 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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WORRELL CORPORATION
Utilities Department - 2008
Appropriation #01-6360-07 & 01-7360-07; P.O. #W8207& #SI 1171
Contract Not To Exceed $83,000.00
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 actor
omission of Professional and/or any of its employees, agents. or contractors in the performance of
this Agreement. This indemnification obligation shall survive the tennination 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 Severabilitv.
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.contimue 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,.retum
receipt requested, addressed to the parties as follows:
CITY:
City of Carmel
Department of Administration
One Civic Square
Carmel, Indiana 46032
ATTENTION: John Duffy
PROFESSIONAL:
WORRELL CORPORATION
305 South Post Road
Indianapolis, Indiana 46219-7900
ATTENTION: Jim Worrell, President
Douglas C..Haney
Cannel City Attorney
One Civic Square
Carmel, Indiana 46032
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WORRELL CORPORATION
Utilities Department - 2008
Appropriation 901-6360-07 & 01-7360-07; P.O.9W8207& #SI 1171
Contract Not To Exceed $83,000.00
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 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 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.
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W ORRELL CORPORATION
Utilities Department -.2008
Appropriation X101-6360-07 & 014360-07; P.O.:#W82M, 9511.171
Contract Not To Exceed 583:000.00.
7.19 Headings.
All Headings and sections of.[his Agreement are inserted for convenience only,and do,notform a
part of this. Agreement: nor limit, expand or otherwise alter the. meaning of anypr6vision hereof
7.20 Advice of.Counsel.
The parties warrant that they have read this Agrecment and fully understand it, have had an
opportunity to obtain the advice-and assistance of.co_unsel throughout the. negotiation of same; and
enter into same freely;,yoluntarily, and uvithout any duress, undue influence or coercion.
7.21 Copyriaht.
City acknowledges=that various, materials which may be used,and/or"Penerated.by Professional in
performance. of Services; including forms, job :description formats, comprehensive 'position.
questionnaire, compensation and classification plan and reports are copyrigltted..City agrees that
all, ownership rights and copyrights thereto, lie with Professional; and City will use them solely far
and on behalf -bf its. own operations. City agrees that it-will take appropriate =action with its
employees to salisfy 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 fall and, accurate. records with respect to all matters covered.under.this
agreement for three (3)years after the expiration or early terminationof this?agreement. City shal l
have free access at all proper times to' such records and, the right "to examine, and--.audit. the same
and to make transcripts tltere from, a_nd'io inspect all program data, documents;,proceedings and
activities.
T24 Accomplishment ofProieeV
Professional. shall commence, carry-Qn; attd-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 worICinvolved is property coordinated'with related work being.carried.on within
City' s "organization.
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WORRELL CORPORATION
Utilities Department -:2008
Appropriation #01-6360=07.&,01=7360.07; P:O.4W820,7&'4Sl1'1,71
Contract Not To Exceed $83;000.00
IN WITNESS WHEREOF,.the parties hereto have'made and executed this Agreernent as follows:
CITY OF CARMEL; NDIANA ' WORRELL CORPORATION
by and through its Board of Public
Works and Safety
BY:
BY
J Zes Brainard, Presiding Of- r ut ed Signature
"fir
Printed.Name JZ440s T 1 1
Mary A Burke. Membey / Title: ? te4¢'Lt
Date: 7 -/ h -'Q
FID/TTN: 3.SI.b37.1 ?
Lori S. Wa son, nib e SSN-tif_Solc Proprietor:
Date:' Date: ohiz s?
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