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Appropriation#43-515:02; T.0_02607
Contrac(Not.To Exceed $9;4 €7.00
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AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT FOR, PROFESSIONAL SERVICES (``Agreement") is hereby made and
entered,into by and,bctween,thc City of Carmel; Indiana, acting=by and 3hrough,its' Board of Public Works
and Safety (hereinafter "City" ),?and,PDSi,(hereiriafter "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,consideratiQn"ot 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 hefeby incorporated into this Agreement and made;a,part hereof.
SECTION? 2. SCOPF'OF SERVICES
2.1 City desires-to engage, Professional as an independent. contractor for the Services set forth in
attached Exhibit A, incotporated'herein bytliis`reference.
2.2t Professiona] understand_§; 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 sameare to be provided. 'Only after. City has. approved-ProfessionaPs time
and. cost- estimate for,the provision, of such additional Services,,has encumbered sufficient monies
to pay for'satne;,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 theyare.approved by City..
23 Time is ofthe essence 'ofthis Agreement.
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PDSr
Fire Department - 2008
ApproPriatiou #43-515.02; P;O; #12607
Contact Not To Exceed'$9:417.00
SECTION I 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 provis_ion'of Services.. Pro__fessional;may assume that All
data so provided-is correct and complete.
3.3. City shall arrange for Professional to,critef.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 43'515:02
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 coordinatemith 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' priceforthe Services to be provided to Cityhereunder shall be
no more than Nine Thousand Four Hundred Seventeen Dollars. (S%4.17.00) (the "Estimate" ):
Professional shall submit an,invoice to City no-more than once every ihirty.(30) days for Services
provided City,during+the time period encompassed by such invoice. Invoices shall be submitted.on
a form containing tlie_same tnform6tion as that cohtained on the Professional Services Invoice
attached hereto as.Exhibif 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 he 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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PDSI
Fire Departtnent- 2008
Appropriation #43=515.02;' P:O. #12607
Contiact Not To Env,e $9;417:00
SECTION 6. TERM
Unless otherwise terminated in. accordance with the termination provisions set-forth-in.Section 7.1
0
hereinbelocv; this Agreement shall be, in effect from time Effective Date- through December .31;
2008, and shall, on the first clay of each,Januarythereafiter, automatically renew for a period of one
(I1) calendar, year„finless otherwise agreed-by the parties hereto.
SECTION 7
7.1 'Termination.
MISCELLANEOUS
7.1.1 The..oNil ation to provide all.or,any portion of the $ervices under this.Agreement may. be
terminated by City or Professional,' without cauk,-,upon thirty (30) days notice.
7A.2 The obligation to`provide4all, or any portion of the:Services under this.Agreement maybe
terininated by City, forcause, immediately upon ProfessionaPs'receipt of City?s "Notice
To Cease, Services."
7.13 In 'the event of full or partial Agreement
compensation hereunder; Professional shall be
expenses incurred as of,the,date°of termination
payment-amount shall not exceed'the'Estiinafe.
resolved as allowed bylaw:
7.2 Binding Effect,
termination, and as full and complete
paid for all such Services 'rendered and
m that are not in•dispute, except that such
Disputed' compensation amounts shall be
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 aiid'obliganons.
7.3 No Third Parly 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,..hereio 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, responsibi h ty to pay to or for its agents, employees and contractors.all statutory,
contractual and other benefits and/or obligations as they_ 'bccome due..Professioimal hereby warrants
and indemnifies City for and,from any and all costs,_ fees; expenses and/or damages incurred by
City as a:resdlt-of any claim for wages,, benefits?orotherwi"se 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 tliisAgreement.
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PD51
Fire Department - 2008
Appropriation443-515:02; P.O.•412607
Contract Not To Exceed $9,417.00
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 inju"ry";, including, but nbt limited to, the
personal 'injury, sickness, disease, or death of any of Professional's employees, agents or
contractors and/or because of'anyirijuiy,to or destruction of property,;including; butnof 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' prionwritten:notice'to City.
7.6 Liens.
Professional shall not cause of permit,the'filing of any lien on .any of City's; property Tn the event
such a lien is filedtand ?Professional.fails to rernove it Within-ten (I0) days'_aftei the plate of filing,
City shall have the right to pay: or bond over such Iien 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 'Jo perform the. Services as
specified; (c) fails to `make progress so as to endanger timely ;arid 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. constittiting an,even't-of defaulthereunder; 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,fules and regulations-applicable to
Professional's; performance of its obligations under this Agreement; all relevant provisions of
which bein" 'hereby incorporated herein by this reference, to keep alt,.of Professionals' required
professional licenses and certifications valid. and cun,ent; and--.to indemnify and hold harmless City
from any and.all losses, damages, costs,aiabilities, damages, costs and atiorney fees resulting from
any failure by Profession-al to.do so. Thin."indemnification oblig2tion,shall,survive the termination
of this Agreement.
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PDSI
Fire Department - 2008
Appropriation #43-515.02: P.O. #12607
Contract Not To Exceed $9,417.00
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 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 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 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 Carmel
Department of Administration
One Civic Square
Carmel, Indiana 46032
ATTENTION: Keith Smith, Fire Chief
Douglas C. Haney
Carmel City Attorney
One Civic Square
Carmel, Indiana 46032
PROFESSIONAL:
PDSI
50 Corporate Park
Irvine CA 92606
ATTENTION: Casey Sherman
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PDSt
Fire Department - 2008
Appropriation k43-515.02; P;O. i 12607
Contract Not To Exceed $9;417.00
Notwithstanding the abovc, City may orally provide to :Professional any notice required or
pennitted by this Agreemenf, provided that sueh-notice.shall also then'be-sent as required by this
paragraph. within fen (10) business days frorwthe date'ofsuch 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 slrall be,governed by and construed in aecordance•wiih ihe'laws of the State of
Indiana, excepvfor its conflict of laws provisions; as well'as by'all,ordinances.and codes of the
City of Carmel, 'Indiana. The parties agree,that, in the event a lawsuit is filed hereunder, they
waive any right;to a jury trial they may have;;agree to. !file, such lawsuit,in `an appropriate court in
Hamilton- County, Indiana, only; and agree that such" court is the appropriate venue for. and has
,jurisdiction over same:
7.15 Waiver.
Any delay or inaction on the part of either party in "exerci"sing.or'. pursuing its rights and/or
remedies hereunder'orlunder law shall not operate to, waive anysuch rights and/or.retnedies not in
any way affect the rights'oflsuch party to "require such perfonnance,atany tiinedhereafter.
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?partiesr,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 anyrpurpose. No-provision opthis Agreement
may be,amended;,added to or subtracted from except by an, agreement=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 Agreement shall prevail.
7.18 presentation and Warranties:
Each party hereto represents end 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. caseanay be.
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Fire Department - 2008
Appropriation #43-515.02; P.O.' # 1-2607
Contract Nof to acmd S-9,41,7,00,
7.19 Headings.
All headings and-sections•of this.Agreement"are inserted foireomvenienee.bnly and do-no-forma
part of this Agreement,riorlimit, expand.onotherwise,altertheaneaning of'anyprovision hcreof.
7.20 Advice of Counsel.
The parties warrant. that'they, have, read this Agreement, and fully understand it, have,. had an
oppoimtiity to. obtain the advice and assistance:of oounsel.throughout the negotiation of same, and
enter into.sarnefreely, .voluntarily, and"Witl out any duress„undue influence or coercion.
7.21 Co t.
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 copyrightc& City4agrees that
all ownership rights and"copyriglits,thereto.liewith Professional, and City will use them solely for
and on belIiW 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°agreenent. Such personnel shall not.be employees of or have
any contractual relationship with City. All of the services required hereunder will-be per€ormed
by 'Professional or under" his :supervision and alLpersonnel- engaged 'in, the, work shall be fully
qualificd'to perform such,seruices.
7.23 Records and Inspections
Professional shall traintain full and."aecurate records with respect to all, in atters,covered,under this
agreement for three,(3) years after the,expira'tion 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 alI program data, documents; proceedings and
activities"
7.24 Accomplishment of Prdiect
Professional shall commence, carryon, and complete, t_he projectwith,all practicable dispatch, in a
sound economical and efficient manner, in accordance with the provisions :thereof and all
applicable laws; In accomplishiogthe'protect,.Professional shall take such steps as are appropriate
to ensure that the work involved is properly coordihated.with related work being carried.on within-
.City's organization.
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PDSI
Fire Department - 2008
Appropriation #4M I S.02; P:O. #12607
Contract Not To Exceed $9,417.00
IN WITNESS WHEREOF, the:parties hereto have made and execufed'this Agreement as :follows:
CITY OF CARMEL, INDIANA
by and through its Boaidrof Puhlic
Works and Safety
PDSI
BY
ines Brainard, Presidine Officer
Date:
Lori S.
Date:
BY:
C?1,?? ,
Authoriz ignature
Printed Nariie: CI S y SH gym( t.3
Title 4???5 S??Pb?L
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SSN if Sole -Proprietor-:
Date:A??1? o"u
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