Sensory Technologies/Brookshire Golf CourseSen3ory Technologies ?011iYCrL? Ot• t" 0? 03
Brookshire Golf Course - 2008 Ap"OVED, Appropriation #1150-4350900; p n. #18245 F®nM By*
AS to
Contract Not To Exceed 2.17 /n LPN tp/
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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 Sensory Technologies (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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Sensory Technologies
Brookshire Golf Course - 2008
Appropriation#1150-4350900; P.O.#18245
Contract Not To Exceed $41,432.17
SECTION 3. CITY'S RESPONSIBILITIES
3.1 City shall provide such information asis 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 1150-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 Forty One Thousand Four Hundred Thirty Two Dollars and Seventeen Cents
($41,432.17) (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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Sensory Technologies
Brookshire Golf Course -2008
Appropriation 4.1 150-435090q P.O. #_18245
Contract Not To Exceed $41,432.17
SECTION-6. TERM
Unless otherwise terminated.in accordance with the tennination'.provisions set forth in Section 7.1
hereilibelow, this Agreement shall be in effect .from the Effective Date through December 31,
2008, and, "shall, on.the first day of each Jimuary thereafter;.autoinaticaily renew for a:period of one
(1) calendar year, unless otherwise agreed by the•partiesiereto.
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),dayst notice..
7.1.2 The obligation-to provide:all or any portion,of the Services:under this Agreement maybe
,terminated by City, for cause,. immediately upon`P.rofessional'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 incuifed 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 allowedby 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 b"enefits'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 anyofits,agent§' employees,or contractors are City employees Professional shall
have the sole responsibility to pay to or for its agents employees and-contractors-alt 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 andlor damages incurred by
City as. a resuli'.of anyclaim for wages, benefits or otherwise.byanyagent, employee or contractor
of Professional regarding,o related to the subject matter of this Agreement. This,iiidemnification
obligation shall survive the termination'ofthis+Agreementt
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Sensory Technologies
Brookshire Golf Course - 2008
Appropriation41150-4350900;_ P.O.#18245
Contract Not To Exceed $41,432.17
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 hannless.City
from any and all losses, damages, costs,. liabilities, damages, costs and attorney feesrresulting from
any failure by Professional to do so. This indemnification obligation shall survive the termination
of this Agreement.
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Sensory Technologies
Brookshire Golf Course - 2008
Appropriation #1150-4350900; P.O. #18245
Contract Not To Exceed $41,432.17
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, cola, 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 fulhforce 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
Cannel, Indiana 46032
ATTENTION: David Van Bruaene
PROFESSIONAL:
Sensory Technologies
6951 Corporate Circle
Indianapolis, Indiana 46268
ATTENTION: MQtY Qg9
Douglas C. Haney
Carmel City Attomey
One Civic Square
Carmel, Indiana 46032
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Sensory Technologies
Brookshire Golf Course - 2008
Appropriation #1150-4350900; P.O. #18245
Contract Not To Exceed $41,432.17
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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Sensory Technologies
Brookshire Golf Course - 2008
Appropriation Y1150-4350900; P.O. it_IR245
Contract Not To Exceed $41,432.17
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 pro3ision 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.
721 Co t.
City acknowledges that various materials which may he used and/or generated' by Professional in
performance of Services, including forms, job description fomiats, comprehensive position
questionnaire, compensation and classification plan and reports are copyriglxted. 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 tharit" has; or will.-secure at its own expense,, all personnel required in
performing the services under this agreement. Such personwel shall not he employees of or have
any contractual relationship with City. All df.the.services,required hereunder-willbe.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 tlvee (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.makc.transcripts therefrom; and to `inspect all program data, documents, proceedings and
activities.
7.24 Accomplishment of Proiect
Professional shall commence, carryon, 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.praject, Professional shall take such steps as-.are appropriate
to ensure that the work involved is properlycoordinated withrrelated work being carried on within
City's organization.
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Sensory Technologies
Brookshire Golf Course - 2008
Appropriation #1150-4350900: P.O.#18245
Contract Not To Exceed $41,432.17
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA Sensory Technologies
by and through its Board of Public 6951 Corporate Circle
Works and Safety Indianapolis, Indiana 46268
BY: BY:
Ja Brainard, Piding fficer Authorized Signatu
Date: 1142z 10
Printed Name: MATT &kVC
Wry n Burke, Membe Title: ?-61jjC, UL
Date: - Z
FID/TIN: Z0443F I7Z
wiv
Lori S. Watsor? ambe] SSN if Sole Pr pri tor:
Date: ?? 1/?/Cy Date: 12K
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Senso ytec' nologies-
A MARKEY'$ VIDEO IMAGES COMPANY
CLUBHOUSE
* * Proposal * *
Brookshire Golf Club
Todd Luckowski
12120 Bebolkshire Pkwy
Carmel, IN 46033.
90/2.412008
BIAMP-AUDiAFLEX CM 1' Audia FLEX Chassis wlCobraNet Module
BIAMP=1132 3, 2-channel•mirJline input card
BIAMP=0P2E 3' 2-channel ,miclline outpui card
Crown-CTS1200 2 Premier dual channel professional`integration
amp-constant voltage 600 watts per channel'afi814 ohm or 70V
Crown-CTS600 2 Premier dual channelprofessiorial integration
amp-constant,voltage 300 watts per channel at 814 ohm'cr.70V
ATLSOUNDO-AH94-8S 3' HRN CD 8" LF 2-WAY STADIUM;SYS 90X40 SS BRKT
T
2-PARKING LOT SPEAKERS&CORNER OF,CLUBH_ OUSE
JBLPROIN ,CONTROL 3' Control 26C with Transformer. For use on a
26CT
70.7V or100V Distributed, Line, Switchable'Taps at 60W, 30W and 15W
(Plus7SW at 70,7V only), No SonicGuard. Priced as Each, Packed as
Pairs. Master Pack Quantjtyc 4 Pieces.
SNACKBAR
JBLPROINC-CONTROL 2 Control 25 with Transformer: For use om707V
25T
,and 100V Distributed Lines,.SWitchabie Taps, at 30W,, 15W and 7.5W
-
(Plus 37W
at 70r7V'`only): 'Black, Priced-as Each, Packed as Pairs:
Master Pack Quantity:' 6 pieces.
DECK; OFF BANQUET &,9th.TEE
ATLSOUNDO-AH86-8S 2 HRN CD 6" LF 24AY STADIUWSYS 65X65 SS BRKT:
T
DRIVING RANGE & OUTSIDE SNACK BAR'
AMX+132258-01 K 2 NXT=CV7, KIT MODERO 7" TABLETO
CLUBHOUSE AND SHED LOCATIONS
AMX-FG2105-04 1 NI-2100, NETLINX INTEGRATED CO
AMX-#G423.41 2 'PSN6.5, PWR SUPPLY. IN EXTRUSI
Shure-ULXP24158 1 Includes UL:X2/58 Handheld Transmitter with SM513
Microphone
J1' FREQUENCY
Si ure-MX4181C 1 CA13DIOD-18" Gooseneck Condenser Microphone
Project: 13923 Page' 1 of 3
I
"EXHIBIT
Project Number: 1392,3
6951 Cgryorate.Circle
Indianapolis, IN 46278
317-347-5252 Fx 317-347-5262
Attached Preamp with XLR'Shock Mounf Flange:Mount Snap-Fit Foam
Windscreen
Shure-UA850 2 50,UHF Remote Antenna Extension Cable;_ BNC-BNC,
RG8.YJU Type
Shure-UA830WB* 2 In-line Antenna Amplife000-900MHz
Shure-UA820D 2 112 Wave Omnidirectional Antenna for,U4D„U4S.
ULXP'end UL`-XS,Receivers„,554=596 MHz.Covers JI'Frequency Range'
Middle 1' 16.SPACE (286) ECONO SECTIONALWALL RACK, FITS
Atlantic,EWR-16-22
20#,DEEP EQUIP., BLACK FINISH'
Middle 1 8 OUTLET, SINGLE 15 AMP CIRCUITSURGEISPIKE
Atlantic-PD-8158-PL
PROTECTED RACKMOUNT POWER,,DISTRIBUTION,W/9',CORD,
BLACK POWDERCOATF.INISH
MAINTENANCE
2 Biamp AudiaEXPit0-2'Cobranet:Remote 1/0
Crown-CTS600 1 Premier dual` channel'professional integration
amp constant voltage 300 watts per channel at814 ohm or 70V
JBLPROINC-CONTROL 2 Control 28 With Transformer: for use
on 70.7V
28T.-60 _
and 100V Distributed Lines, Switchable Taps at 60W „ 30W and 15W
(Plus 7.5W,470:7V Only). Black, Priced,as Each, Packed as,Pairs.
Master Pack`Ouantity: 2 Pieces.
Middle 1 10 SPACE (17 1120) ECONQSECTIONAL WALL RACK,
Atlantic-EWR-10=17
FITS 15# DEEP EQUIP., BLACK:FINISH
Middle 1 8 OUTLET, SINGLE 15 AMP CIRCUIT, SURGE/SPIKE
Atlantic-PD-8158=PL
PROTECTED'RACKMOUNT POKIER DISTRIBUTION W/9' CORD,
BLACK POWDERCOAT FINISH
1 Install Materials, Connectors & Hardware,
EquipmentSubtolal
,Installation Subtotal
Installation Includes:
:Engineering & Design Services
-.Project Management Services
In-Shop Fabrication
System Installation Labor
Progfamming 8 Softvrare Developmeht
User Iraining
Commisstoriing
Shipping & Handling
25,731.00
13,900.00
Page 2 of 3
"EX IIBIT Z?3
This- Proposal^'is Valid for 60 Oa
1 3 I/ tG ?J !
Signature: ?I Date: (0 IN Sales Tax $ i-8
(J T Project Total'. $
'1 W2a720g3 - Sensory Technologies Project: 13923 Page .3 of3
77
"EXHI13IT _ 3??