Irwin Computer Services/Comm Rel.aa. ib! 0cy. 0/
Irwin Computer Services APPROVED
.. - '6mmuray Relations Department -2009 AS To
Appropriation #1160-4355400, P O. #116441 FORM gy:, W
ContraetNot To Exceed $60,000.00 `
AGREEMENT FOR PROFESSIONAL SERVICES,
THIS AGREFMENT 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 Irwin Computer Services (hereinafter "Professional").
RECITALS
WHEREAS City owns and is responsible for the operation and maintenance of its property,
personnel, public.cvorks 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 I. 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 Sen{ices to City. When City .desires additional Services from
Professional, the City-shall notify Profession"'al of such additional Services desired, as well as the
time frame iwwhich same are,to be-provided. Only after.City has approved Professionals 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 providesuch 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 Agrc'cmcnt
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Irwin Computer Services
Cilmmunity Relations Department --2009
Appropriation #11604355400: P.O.#18441
Contract Not To Excmd`$60,000.00
SECTION 3. CITY'S RESPONSIBILITIES
3.1 City shall provide, such information as,'is reasonablynecessaryfor 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.sha-11 `arrange for Professional to enter. upon public.and.private property assreasonably required
for Professional to perform the Services.
3.4 City shall designate payment of'the Services 'from City budget appropriation number 1160-
4355400 funds.
3.'5 Cityshall•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:
43 Professional shall provide the. Services by-followirig 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 Serviees,to beprovided to-City hereunder shall be
no more than Sixty'Thausand Dollars ($60,66o.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 sueb.invoice. Invoices shall be submitted on a form containing the
same information as that contained on the Professional Services Invoice attached hereto as=Exliibit
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 charge6of one percent (I%) of such unpaid,and undisputed invoice amount
for each month same remains,unpaid.
5.2 Professional agees not to provide'any Saivices;to City that would cause the total cost of same to
exceed the Estimate, without City's prior written. consent.
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Irwin Computer Services
Community Relations Department - 2009
Appropriation #1160-4355400; R0.418441
Contract Not To Exceed $60.000.00
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,
2009, 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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Irwin Computer Services
Community Relations Department - 2009
Appropriation #1160-4355400; P-0. #1 S441
Contract Not To Exceed°$60,000.0.0
7.5 Insurance.
Professional shall procure and, maintain with an insurer, licensed to dobusiness in the State of
Indiana such insurance as is necessary for the.protection;of City and:Nofessional from all claims
under workers' compensation, occupational disease and/or unemployment compensation acts,
because.of errors,ahd 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 anyinjuty to,or destruction of property, including; butnotlimited to,
any loss of use,resulttng therefrom. The coverage amounts shall beano 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:shail,not cause or permit.the filing of any lienron any of City',s property. In the event
such a lien is' filed'and Professional fails.,to,remove it within ten (1,0) days,after the date offiling,
City shall have'the.rigbt to pay orbond over such lien at Professiorial's snle,costand expense.
7.7 Default.
In the event-Profess ional: (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'cotrect such failure orbreach within five (5) Ousiness days after. receipt of
notice from. City specifying, same; or (4)becomes.insolvent, files,. or has filed. against it, a petition
for receivership,, makes,a ;general-assignment. for the.bencftt of creditors or dissolves, each such
event constituting an event of defadlthereunder, 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 inequity.
7.9 Government Compliance.
Professional agrees to comply withall 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 cetti#ications 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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Imam Computer Services
Conununity Relations. Department - 2009
Appropriation #1160-4355400; P.O. #18441
Contract Not To Exceed $60,000.00
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 tertination 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 perfomiance 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: Nancy Heck
PROFESSIONAL:
Irwin Computer Services
1326 Cool Creek Drive
Cannel, Indiana 46032
ATTENTION: Richard G. Heck
Douglas C. Haney
Cannel City Attorney
One Civic Square
Carmel, Indiana 46032
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Irwin Computer Services
Community Relations Department - 2009
Appropriation #11604355400; P.O. #18441
Contract Not To Exceed $60,000.00
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, In 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 Renresentation 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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Irwin Computer services
Cbmmunity Relations Department - 2009
Appropriation #1160L4355406; P.O. #18441
Contract Not To Exceed $60,000'00
7.19 Headings.
All headings and sections of this Agreement ate. inserted, for'convenience only and do not form
part ofthis 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 Co i t..
City acknowledges that various materials which may be used an&or, generated by Professional in
performance of Services, including; forms, job description formats; comprehensive position
questionnaire, 'compensation and classification plan arid,reports are copyrighted. City agrees that
all ownership- rights and copyrights thereto .lie,withProfessional, and City will use thern 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 reNtionship with City. All of t_he _sen,ices 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 fttaintain 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,recordsarid: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.protect;,Professi'onal 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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Ervin Computer Services
Community Relations Department - 2009
Appropriation #1150-4355400; P.O. 418441
Contract Not To Exceed,k,000 00
IN WITNESS WHEREOF, the parties hereto have made and executed this,Ao-eernent as follows:
CITY OF CARME.L, INDIANA
by and through its Board of Public
Works°and Safety
BY:
IRAWIN COMPUTER SERVICES
BY: J a
Authorized Signature
Printed Natne Il lur-Lay+of 0, geeK
Title: O:G.W.In c.sL.
F-ID/TIN:
SSN if Sole Proprietor: 30.S-
Date: 01-9?-09
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J es'Brainard,`Presiding Officer
E,
Richard.G. Heck
Irwin Computer Services
1326 Cool Creekdrive.
Carmel, IN 46033
Office: 31M464840
E-mail: Richard Heckavahoo.com
Exhibit A
Overview:
Provide maintenance,;page,creation, editing and,updating services for. the City.of Carmel?s web pages and other related
services upon request.
Web change requests completed within,24,hours:365/24/7;.70% made within 4 hours; special attention paid to council
packet and agenda days so that 90% of the.tirne; these are posted within the- hour (no overtime charges for
even ingslweekends or hoiiidays).
Immediate posting.ofemergency notices 365/2417
Rate Sch6clttle: $60'-per hour
Additional services provided at-no charge include, buLare.not limited to, the.following:
a 200+ hours of free.consuiting services,per year
a Assists' various depairrients in researching potential domain.names and selecting and purchasing URLs for
various departments,_scmetirhes at the expense of Irwin Com"pufer'Services
a Assists in analyzing potential iinks.and'validity of certain business enhties`who want to either have a link'to our
site irom.theiis.oradd alink to:oursite. that accesses their site. When li_nks.are a_diied to oursit_e, contractor
obtains needed graphics and permissions for,use,on,our-site
a Assists and.ceordinates collection,of quotes and services for search engine
• Coordinates additional applications for webs ite
• Obtains permission when needed from .Indianapolis Star to useactive news,story link for 90 days
• Gathers information and: options.forbill pay'on line services
• Works with Communications Center when camera.&ues arise
• Ensures that an-official monthly backup data disc is,made-by web host and sent to conlractorforarchival and
retrieval in addition to regular web,host. backups
• If s tegoes off line onloses functionalify,,contractor troubleshoots issues;and_ notifies web hosting company and
works with^them until issue is resolved and site Is back,on line (36512417)
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EXHIBIT B
Invoice
Name of Company:'
Address & Zip:
Telephone No.:
Fax No.:
Project Name;.
Invoice No.
Purchase Order No:
Date:
Goods; Services
Person Providing
Goods/Services Date
Goods/
Service
Provided Goods/Services Provided
(Describe each,goodlservice
separately and in detail) CosuPer
Item Hourly
Rate/
Fours
Worked Total
GRAND TOTAL
Signature
Printed, une
EXHIBIT C
INSURANCE COVERAGES
Worker's Compensation & Disability
Employer's Liability:
Bodily Injury by Accident/Disease:
Bodily Injury by Accident/Disease:
Bodily Injury by Accident/Disease:
Property damage, contractual liability;
products-completed operations:
General Aggregate Limit (other than
Products/Completed Operations):
ProdurklCompleted Operations:
Personal & Advertising Injury
Policy Limit:
Each Occurrence Limit:
Fire Damage (any one fire):
Medical. Expense Limit (any one person)::
Statutory Limits
$100,000 each?c ployee;
$250;000 each accident
$500,000 policy jimit
$500,000
$500;000
5500,000
$250,000
$250,000
$ 50,000
Comprehensive Auto Liability (owned, hired and'non-owned)
BodilySingle Limit:
Injury and propertydamage:
Policy Limit:
Umbrella Excess Liability
Each occurrence and aggregate'.
Maximum deductible:
$500,000 each accident
$500,000 each accident
$50.0,000
$500:000
$ 10;000
CI, t' of Carmel II CEINIANA RETAIL TAX EEMPT
RTIFICATE NO 003120X1.55 02 0
??/// ILL tL-/V' FEDERAL EXCISE TAX EXEMPT
3s-6ooo0972
ONE CIVIC SQUARE
CARMEL, INDIANA 46032-2584
FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL - M7
ORDER NUMBER
18441.
THIS NUMBER MUST APPEAR ON INVOICES, A1P
VOUCHER, DELIVERY MEMO. PACKING SLIPS,
SHIPPING LABELS AND ANY CORRESPONDENCE
'URCHASE ORDER DATE 'DATE REQUIRED REQUISITION NO: VENDOR NO. DESCRIPTION
1/20/09
VENDOR Irwin Computer' Services
1326 Cool Creek Drive
Carmel IN 46033
SHIP
TO City of Carmel
One Civic Square
Carmel IN 46032
CONRRMARON BLANKET CONTRACT PAYMENT TERMS FREIGHT
QUANTITY UNIT OF MEASURE DESCRIPTION UNIT PRICE EXTENSION
Professional services'- Web page maintenance for the Year 2009 $55,830.00
CAMS
=y P
>LL D;
Send Invoice To: 1160 - Mayor - 43554
PLEASE INVOICE IN DUPLICATE
DEPARTMENT ACCOUNT PROJECT PROJECT.A000UNT AMOUNT
SHIPPING INSTRUCTIONS
• SHIP REPAID.
• C.O.O. SHIPMENTS CANNOT BE ACCEPTED.
• PURCHASE ORDER NUMBER MUST APPEAR ON ALL
SHIPPING LABELS.
• THIS ORDER ISSUED IN COMPLIANCE WRH CHAPTER 99. ACTS 1945
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO.
184.41
DOCUMENT CONTROL NO.
PAYMENT
• A/P VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O.
NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND
VOUCHER HAS THE PROPER SWORN AFFIDAVR ATTACHED:
• 'i HEREB CERTIFY THAT THERE IS AN UNOBLIGATED BALANCE IN
THIS AP rIOON S?UFFIC1 INT TO PAY FOR THE ABOVE ORDER.
ORDERED BY !
SteNe Enge-kind
TITLE
CLERK-TREASURER
VENDOR COPY