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Conmmunitv Relations Department - 2008 APPI?Q ;' rr) TO
Appropriation # 1160-Mayor's 4341999; P.O. #13197 FQnM is Y: V?n'Ty
Contract Not To Exceed $5,000.00 _..-
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 Scheitlin Communications (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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'Scheitlin Communications
Conmm mity Relations Department - 2008
Appropriation # 1160-Mayor's 4341999; P.O. #13197
Contract Not To Exceed $5;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 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 from City budget appropriation number 1160-
Mayor's 4341999 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
4.1 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 Five Thousand Dollars ($5,000.00) (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.
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Scheitlin Communications
Community Relations Deparunent - 2008
Appropriation # 1160-Mayor's 4341999; P.O. #13197
Contract Not To Exceed $5,000.00
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 maybe
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 terns, 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 time subject matter of this Agreement. This indemnification
obligation shall survive the termination of this Agreement.
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Schenlin Commtunmions
Conmmunity Relations Department - 2008
Appropriation #''1160-Mayor's 4341999; P.O. #13197
Contract Mi To Exceed $5;000.00
75 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, occupatibnal disease and/or unemployment compensation acts,
because of'effors 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 injuryto ordestAibtion of property; includmg, but not'liniited to,
any loss of use resulting therefrom. The coverage amounts shall be no `less than thosesamounts set
forth_ on-.attached 1xhibit C. Such insurance policies shall norbe, canceled without thirty (30)
days' prior written notice'to City.
7.6 Liens.
Professional shall not cause or permit•theafihng of any lien on any of City's property. In the,ei,ent
suchi.a.lien'is filed and Professional fails to remove it within ten (10) days after the date. of filing;
City shall have thesriglit to pay.or bond over such lien at.Professional's sole cost and expense.
7.7 Default.
In the event Professional (a) repudiates, breaches ondefaultsxnder any of the terms or conditions
of this Agreement; -including Professional's warranties; (b) fails to perform the Services as
specified; (c) fails -to brake progress so as to _endani er tiniely and :proper ?coinpletion of the
Services and does, not correct such,failure.or breach within 'rive (5) business days after receipt of
notice from City specifying same; or (d) becomes insolvent, files, or-has tiled against it, a petition
for.receivership, makes a.genefal 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 onin equity.
7:8 Government Compliance.
Professionalragrees to coipplywith all laws, executive orders; rules"and regulations applicable to
Professional's per-formance 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 licen'se's and certifications valid-and current; and to indemnify and hold harmless City
from any and all`Iosses, damages, costs, liabilities, damages, costs and attorney, fees. resulting from
anyfailure,by Professional to do so. This indemnification obligation shall survive the termination
of this Agreement.
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Scheitli¢ Corrununications
Conmmunity Relations' Depart'ment'--3008
Appropriation t4,Pd50-Mayor's 4341999; P.0..01'3197
Contract Not To Exceed$3,000.00
7.9 Indemnification.
Professional sfiall 'indemnify and hold _harinless 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 ttsiem "ployaes agents.ar contractors to theperformance of
this Agreement. Tliis indemnification obligation'shall suryive the termination of this.Agreement.
7.10 DiscriininationProhibition.
Professional represents and warrants that'it,aiid`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 contempl'ated.bythis Agreement with respect to hire; tenure,.lerms,-
conditions or privileges of employment orany matterdirectly 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 V.iefnam era veteran. status. This
indemnification obligation shall sundve 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 provisionshall be stricken, and all other'provisions'of this,_Agreement
that can operate independently of satne shalt continuedn-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 andseither han&delivered.or.sent by prepaid U,S, certified- mai1, return
receipt requested, addressed to the partiesas;follows:
CITY:
City of Carmel
Department of Administration
One Civic-Square
Carmel, Indiana 46032,
ATTENTION: Nancy Beck
Douglas ,C-Haney
Carmel City Attorney
One Civic Square
Carmel, Indiana 4,6032
PROFESSIONAL:
Scheitlin Communications
330 N', Rangeline Road
Carmel, -lndiana,46032
ATTENTION: Barbara Scheitlin.Smith
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'ScheiBin Communications
Conminuni_ty Relations Department - 2008
Appropriation 4 1160-Mayoi'.s.4341999; P:0:.#13'197
Contract Not To Excaed.$5,9&00
Notwithstanding the above, City may orally provide to Professional any notice required or
permitted bythis Agreement, provided. that such notice shall also fhen-be ,sent as required bythis
paragraph within ten (10) business days front the date of such oral'Wice.
27.13 Effective Date.
The effective-date (''Effective Date') ofithis Agreement shall be the date on which-the last of the
parties hereto,executes same.
7.14 Govenring'Law: Lawsuits.
This Agreement shall be governed byand construed in accordance with dre;laws ofthe State of
Indiana, except for its conflict of laws provisions; as well as by all ordinances and codes of the
City of Carmel, Indiana. 'flie paities.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, InEdi_ana only; a"nd 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 andlor remedies nor in
any way affect the rights ofsuch party to rcquire.such performancc`at any tinie thereafter.
7.16 Non-Assignment.
Professional 'shall not assign or pledge. this Agreement nor delegate its obligations hereunder
without City's pnorwritteq consent:
7.17 Entire Agreement.
This Agreement contains the entire agreement of and betweewthe parties hereto with respect.to the
§tibjectmatter hereof, and, no prior-agreemcm, dridefstariding or representation pertaining to such
subject matter, written or oral, shall be effectiverfor any purpose: No provision of'this Agreement
may be amended, added to or subtracted from except by an_agreemeni.in writing signed by both
parties hereto and/or.tlieir 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 Agreenient;shall prevail.
7.18 Representation and Warranties.
Each, party hereto, represents and warrants that'it- is authorized to?entcr into this Agreement and that
any person or entity executing this Agreement on behalf-of such party has.the authority to bind
such.partyor the party w uc'hi theyrepresent,,as the[case may be.
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Scheitlin Communications
Conmm mity.Relations Department - 2008
Appropriation # 1160-Mayor's 4341999; P.O. #13197
Contract Not To Exceed $5,000.00
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 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 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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Scheitlm Communications
Conmmunity'Relations Department'- 2008
Appropriation,4 l 160-Mayor's 4341999_; P.O. #13197'
Contract Not To.Exceed.S5;000 00
IN WITNESS WHFI&OF, the'.parties'heretoaiave made and.'executed,this Agreeraentc,as follows:
CITY OF CARMEL, INDIANA SCHEITUN COMMUNICATIONS
by and through its Board of Public;
works and Safety
BY
BY:
Title:,, -PP-05 L D --
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SSN if Sole>P - tor:
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Exhibit A
Scheitlin
commuaicati00S
The City of Carmel
Web Redevelopment
Prepared for: Nancy Heck
August 27, 2008
Overview:
The City of Carmel has begun researching options to update its web site for it to be more
user-friendly, interactive and attractive while providing the city with control through content
management tools, video archiving, easy press releases, email sign-ups, full site searches, a
simple calendar of events, and other features.
The current site is significantly more than 100 pages with a number of links and
downloadable pdf files containing relevant information for residents and businesses in the
City of Carmel. The web site is in its existing structure is somewhat difficult to navigate and
does not reflect the City of Carmel's appeal and charm.
Carmel desires an updated web site which includes the following features and/or
functionality:
• Community calendar with search function
• Data input and content management capabilities
• Online signup for email updates of various city functions/news
• Search function for the site
• Video features which include archiving and downloads
• Access to video pages of Cable Channel 16 archives
• Press release function easily transferred to email for outreach
• Podcasts
• Easily-accessible information for all audiences
The updated site needs to be conservative and family-oriented, with a small-town feel
highlighting neighborhood events. The new web site should provide information (not
entertainment) that flows all aspects of Carmel together: job, family, schools, etc. Carmel's
web site should have a strong visual appeal with numerous photos demonstrating that the city
truly is the best place to live, work and raise a family.
Recommendation:
Scheitlin feels that we can best serve the interests of the City of Carmel and its web site
redevelopment project by helping research, define, organize and recommend content for the
updated web site. This will delineate the needs for the site more clearly and help with
ultimate selection of the most appropriate content management tools, interactivity features,
video archiving resources, and other site requirements.
Scheitlin Communications. Inc. 330 N. Rangeline Road Came]. IN 46032 319-846-3399 uww.scheitlin.cq
"rXHIBIT 11 I '9
Scheitlin proposes that we work with the City of Carmel t6:
I) Def ne and recomniend`sne content-and organization:
.. Define` content, for the City, ofCarmel'.s,existing web site
• Research comparable,city?sites,?yith in-depth analysis targeted cities for content.
organization, management tool systems and visual approach
. Provide comparison of content and organization between select cities and existing
content for;thi City of Carmel
Consider needs of target. audiences and key information needed for'each user group
Develop recommendations for City of Carmel weir site-regarding!
'o Content-existing'and potential addition'
o Content requiring?regular updates
o Consolidation-of-information
o Organization of information: and placement within,site
o Fdaiures and functionality
Provide research, copywriting and copy editing for thewebsite; ineludipg development
and finalization of content
Develop web site. archi'tecture,(organizational "flow chart and,grid structure: for the new
site with recommended links)
2} Research.aafd reconouend..options.for content rnanagement.and video archiving.,
Research'content- management systems based ond6sired content and functionality
• Recommend,potential options for the City ofCarmel which readily incorporate video
archiving (ii.e., Granicus)
• Review' specifications,for an RFQ for'contentmanagement software
3) Provide'general web development,,consulting.and project.inanageihentfor the City'
of Carmel Community. Relations:
• Coordinate web d_evelopmenfproject components as.needed forrthe office of Community
Relations
• Research:: and advise on planning, process, components and.considerations for web
development.for the:City" of Carmel-web site
scheitlin will:proyide its',professional services at_the'following hourly fee schedule:
S 100/hour Project management/consuhation
S 751hour Research/copywriting/copy editing
$ 5Mour Data entry/proofreading
An aecouming of time, services and completed deliverables will:be,provided to the City of
Carmel monthly. Terms are invoices payable to Scheitlin ComrnunicationsoInc. upon receipt,
with billing monthly on the'basis of work=to=date. Balances past 30'days are.subject to
smice charges. Scheitlin is a certified WBE in-the State of lndiana.
The City, of Carmel is':a°thriving community'offering incredible resources and.experiences for
all who live,'workand visit here. We look forward.to.helping lay a strong-foundation for its
online presence and.portal to the wortd
Thank you for this opportunity!
Barb Seheitlin Smith
President
.barbs@scheitlin.com.
Rachellackson
Account Executive
rachelina scheitlin.com
Scheitlin Communications: Inc: 330 N. Rangeline-Road Carmei," IN 46932 317-846-3399 w seheillin om
"EXHIBIT v ?. y9