IMAVEX/Utilities-tMAVEX FORM By;
Utilities Department-2008 r
Appropriation 4101-7360-07:$1,892.63:#01-6360-07;$3,154.37; P.0.#511298 & #W08458
Contract Not To Exceed 55;047.00
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 IMAVEX (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 lz-
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 he 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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IMAVEX
Utilities Department - 2008
Appropriation #01-7360-07; $1,892.63:#01-6360-07; $3,15437; P.O. #Sl l298 R #W08458
Contract Not To Exceed $5,047.00
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 #01-7360;
#01-6360-07 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 Forty Seven Dollars ($5,047.00) (the "Estimate"). Professional shall
submit an invoice to City no more than once every thirty (30) days for Services provided City
during the-time period encompassed by such invoice. Invoices shall be submitted on a form
containing the same information as that contained on the Professional Services Invoice attached
hereto as Exhibit B, incorporated herein by this reference. City shall pay Professional for all
undisputed Services rendered and stated on such invoice within sixty (60) days from the date of
City's receipt of same, or be subject to a late charge of -one percent (1%) of such unpaid and
undisputed invoice amount for each month same remains unpaid.
5.2 Professional agrees not to provide any Services to City that would cause the total cost of same to
exceed the Estimate, without City's prior written consent.
SECTION 6. TERM
Unless otherwise terminated in accordance with the termination provisions set forth in Section 7.1
hereinbelow, this Agreement shall be in effect from the Effective Date through December 31,
2008, and shall, on the first day of each January thereafter, automatically renew for a period of one
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IMAVEX
'Utiliiies'Departmcnt -:2005
Appropriation(901-7360-07;$Ig892;63:40.1-6360-67;,$3,154.37; P;0.4Sa12-AAAA08458
Contract Not To Exceed 55;017.00
SECTION 7: MTSC-ELLANEOUS
7.1 'Termination.
7.1.1 The, obligation to-provide all or-any portion of the5ervices under this Agreement maybe
tenrtiiiated by City or Professional;'without cause, upon thirty (30) days' notice.
7.-1.2 The obligation to_providc all or. any-portion of the Services- under,•tlhis Agreement maybe
terminated by City; for cause, •imtnediato]y upon. ProfessionaI's"receipt of City's."'Notice
To CeaserServices."
7.1.3 In the event of full or partial, Agreement termination,, and as -full and complete
compersation hereunder, Professional,shall be paid; for all such Services rendered and
expenses ineurred!as of"t-h'e date-o'f tchnination that are?not.in dispute, except that such
payment.amount?shA mot exceed the Estimate.. Disputed compensation amounts shall be
resolved as allowed bylaw:
7.2 Binding Effect.
City and Professional, ,and iheir.•respectiverofficers, officials, agents, partners and successors in
interest are bound to,the other°as,to all Agreement, terms, conditions.and obligations.
7.3 No Third PatuBeneticiaries.
Nothing contained herein shall be construed to give rights or benefits'to anyone.,other than the
parties heretor
'7:4 Reiationshin.
The relationship of the parties hereto shall be as provided for-in this Agreement, and neither
Professional no> any of itspagents; employees or-contractors; are City employees. Professional'. shall
have the sole responsibility to pay to or for its agents, ctnployees and contractors all statutory,
contractual and other=benefits and/or obligations4as they become due. Professional hereby warrants
and indemnifies City for land from any and.all,costs, fees, expenses and/or damages incurred by
City as;a,result of anyclaim-for wages, benefits or otherwise by any agent, employee orcontractor
of Professional regarding"or related,to the subject=matter of this Agreement. T}iis,indetnni'fication
obligation shall survive the termination of this Agreement:
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IMAVEX
Utilities Department - 2008
Appropriation #01-7360-07; $1,892.63: #01-6360-07: $3,154.37; P.O. #S1 ]298 B #W08458
Contract Not To Exceed $5,047.00
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 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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rMAV EX
'titilities.Depaf ltnent;- 200.8
Appropriation #01-7360-07;,$1,892,63:901-6360-07;$3,154.37; ,p.0.#S11298&#W08458
Contract Not To Exceed $5,047.60'
7.9 Indemnification.
Professional shall 'indemnify andahold harmless City and.its officers, officials, employees and
agents from all losses; liabibties;.claiins, 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,eiriployees,agents'&oontractors in,the performance of
this Agreement. This indemnification obligation shall survive the termination of this Agreement.
7.10 Discrimination Prohibition..
Professional,representsand warrants that;it;and each of its, employees,-agents and contractors;sl all
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'Serviccs 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 peiforrnanee hereunder because of rice, religion, color, sex, handicap,
national 'origin, ancestry, age, disabled veteran status or Vietnam era. veteran status. This
indemnification.obligation:siall survive.the termination of this; Agreement.
7.11 'Severability.
If any,provision of this Agreement is held to be invalid, llegahor unenforceable by a court of
competent jurisdiction, that provision shall be stricken, acid all other provisions of this.Agreement
that can operate independently, of samieshall continue'infull force and effect:
7.12 Notice.
Any notice, invoice, order or other; correspondence required oi` allowed to be sent pursuant to this
Agreernent'shall be written and either hand-delivered or sent hy'prepaid U.§. certified mail, return.
recei pt requested; addresse&to the,parties as fellows:
CITY:
City of Carmel
Department ofAdi-ninistraiion
One Civic Square
Cannel, lndiana.46032.
ATTENTION: John Duffy
PROFESSIONAL;
IMAVEX
9615 e. 148TH Street
Noblesville, Indiana 46060
ATTENTION:
Douglas C. -Haney
Cannel City Attorney
One Civic,Square
Carmel, Indiana 46032
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IN4AVEX
'Utilities Department - 2008
Appropriation #01-7360-07; $1,892.63: #01-6360-07: $3,154:37; P.O. #Sl 1298 & #W08458
Contract Not To Exceed $5,047.00
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 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 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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IMAVEX
'Utilities Department - 2008
Appropriation 1101-7360-07; $1,892.63: #01-6360-07; $3,154.37; P.O. #SI1298 & €iW08458
Contract Not To Exceed $5,047.00
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 Convright.
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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rMAVEX
Utilities Department - 2008
Appropriation €001-7360-07; $1;892.63: 401.6360<07: $3,154;37; 'P.O: #S 11298 & #W0445$
Contract Not To Exceed $5,047.00.
IN WITNESS WHEREOF, the'parties hereto have made=and Cxecuted'thi"s Agreement as.follows:
CITY OF CARMEL; INDIANA IMAVEX
by and through its Board of Public
Works and Safety
BY
BY`.
Authorized Signaturre
Printed Name: J
Title: Y( 1^ ?'
F'ID41N: 035 - t;? -f 40;3 00
SSN.if Sole Proprietor:
Date.
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