Robert Pressler/CFDCor\?ra,.k4ot.o1.oS.o3APPROVED, AS ifO
Robert Pressler FORM BY:
Fire Department - 2008
Appropriation #570-03; P.O. #12621
Contract Not To Exceed $5,450.00
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 Robert Pressler (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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Robert Pressler
Fire Department - 2008
Appropriation #570-03; P.O. #12621
Contract Not To Exceed $5,450.00
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 570-03
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 Four Hundred Fifty Dollars ($5,450.00) (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%0) 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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Robert Pressler
Fire Department - 2008
Appropriation #570-03; P.O. # 12621
Contract Not To Exceed $5,450.00
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 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 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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Robert Pressler
Fire Department - 2008
Appropriation #570-03; P.O. #12621
Contract Not To Exceed $5,450.00
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 alien 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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Robert Pressler
Fire Department - 2008
Appropriation #570-03; P.O.#12621
Contract Not To Exceed $5,450.00
7.9 Indemnification.
Professional shall indemnify and hold hamiless 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 Carmel
Department of Administration
One Civic Square
Carmel, Indiana 46032
ATTENTION: Keith Smith, Fire Chief
PROFESSIONAL:
Robert Pressler
432 Comfort Trail
Montgomery, NY 12549
ATTENTION:
Douglas C. Haney
Carmel City Attorney
One Civic Square
Carmel, Indiana 46032
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Robert Pressler
Fire Department - 2008
Appropriation #570-03; P.O. #12521
Contract Not To Exceed $5,450:00
Notwithstanding- the above, City may orally -provide to Professional any notice required or
permitted by this Agreement, proJided 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 tiie last of the
parties hereto executes`same.
7.14 Governing Law; Lawsuits.
This Agreement,shall he, governed by.and construed in accordance with the.laws of the Siate of
Indiana, except, for its conflict of laws-proVi'sions, 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 ariy 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 i, s the appropriate. venue for and has
jurisdiction over satne.
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 reredies nor in
any way affect the rights of such party to require such pefformanec 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.agreerrient'of and'between the parties hereto with respect to the
subject matter hereof, aand-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 agreemck in writing signed by both
parties hereto and/or their respective.successors'in interest. To the extent:any,provision contained
in this Agreeient confliefs with any provision, contained in any exhibit attached hereto, the
provision contained in this, Agneement'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,behal'f of'such partyhas the authority to bind
such party or the party which they represent, as the case maybe.
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Roben Pressler
Fire Department - 2008
Appropriation 4570-03; P.O. 412621
Contract Not To I-weed $5,450.00.
7.19 Headings.
All headings,and sections of,this Agreement are inserted for convenience only and do not form a
part of this .Agreement;nocLimit, 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,, leave 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 Co rt.
City acknowledges that various materials which maybe 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 rigl is and:copyrights_thereto lie with Professional„and City will use them solely for
and on behalf of its own 'operations. City agrces. 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:
722 Personnel.
Professional represents that it has, or will secure at, its own, expense, all personnel "required in
performinb the services under this agreerrienti 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 Inspectionst
professional shall maintain full and': accurate records with respect to`all:matters covered under this
agreement for three (3) years after the.expirati"on of early'tei-fnination.ofthis'agreement. City shall
have free access at all proper'times to, such records acid the,right to examine and audit the same
and to make transcripts, there froth, and to inspect all program data, documents, proceedings and
activities.
7.24 Accomplishment of Proiect
Professional shall commence; carry on, and complete the project with all practicable dispatch, in a
sound economical and efficicnt manner; ;in accordance with the provisions thereof and all
applicable laws. Ln accomplishing the project; Professional shall take such steps as are appropriate
to ensure that the work involved is.prop_erly coordinated with related work being carried on within
City's organization.
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Roben Pressler
Fire Departmem - 2008
Appropriation 4570-03; P-0, x12621
Contract Not To Excced $5,450.00
IN WITNESS WHEREOF., the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA
by and through its.Board of Public
Works and Safety
ROBERT'PRESSLER
BY:
! es Brainard, Presiding Of BY: n ff///?
AuthorizedSignature Printed Name:Y 4 A 17165 St2
Title: F D N Y •L-1 . ? 2 -A
FID/TIN:
SSN if Sole Proprietor:
Date: 4 ) 2- 1 ' O
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CONTRACT CHECKLIST
Department: Fire-Department
Department Head or'desiggee and.-Fdephone #: Keith Smi€h, Fire Chief- 571-2602
Vendor-Name; Contact, Telephone/Fax'i# and Address: Robert Pressler.- 9,14=213-0354& 845-457-3340
432 Coin forr$rall Montgomery NY 12549
Requested BPW bate: 3andary 7; 2009
P.O.#: 12621
Amounr $5,450.00
Date and Initials
3-
Materials (Supplies„Equipment, etc.)
Service (Consulting, Training`, etc:)
C. Public,Works projects. subject;to.fortnal
bid package/procedure
12-2.08 Fii e 1. Contract approved as to business terms by Department Directocand/or designee.
(Dept.)
12-2-08 Fire 2: 570=03 a: Line Item and Major Budget Classification,'or
(Dept.) b. Request-Board Approval omconditionprecedent thatsutTicient
funds are appropriated (for Service Contracts' Only.)
12-2-08 Fire
3, Origirialofcontract •.and this checklist Su:BPW`Secretary.
4, Contract approved.as to'Form by OOL.
5. Contract returned,tosponsoring .DepaitmenL (To obtain,vendorsl.-signature)
6, Sign ed,catiti'act'submitted to'BPWSecretary for placement on BPW Agenda.
7. BPW consideration.
Contract Type:
<? A:
Approved
Disapproved
November 25, 2008
Carmel Fire Department
2 Civic Square
Carmel, IN 46032
Attn. Chief Matthew Hoffman
As per our recent conversation, the following is a proposal
for the Carmel Fire Department for Department wide training to be
conducted in January 2009. The dates will be January 21-22=23.
PROPOSAL
3 Day class consisting of two, 4 hour sessions per day on Fire
Ground Operations and Survival:
3 Days 3 X $1500 $4500.00
Airfare: 350.00
Hotel: (4 nights) 400.00
Rental Car: 200.00
Total: $5450.00
Please let me know if this is acceptable so that I can reserve
the dates for you. If you have any questions, please contact me at
845-457-3540.
Robert Pressler
c
"EXHIBIT "