Target Safety/CFDTorget;Safety
Fire Department - 2008
Appropriation #43-522,00; .P.O. #112623
Contract Not To Exceed $13;895.00
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APPROVED, AS TO
FOR BY; W
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" ), andJarget Safety (hereinafter "Professional",).
RECITALS
WHEREAS. City oohs 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°),ieferenced herein; and,
WHEREAS, City desires to engage Professional" as an.independent contractor for the purpose of
providing to City the SerVices"referepeddherein;
NOW, THEP.E ORE, in.consi'deration of^the foregoing, recitals. And'the:oovenants and conditions
set forth herein, City and Professional muwally-agree as,follows:
SECTION], INCORPORATION OF RECITALS
The foregoing-Recitals are hereby incorporated into this Agreementand-made a parthereof.
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, incorporaied: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 Torthe provision of'such additional `,Services, has encumbered sufficient monies
to pay for same, and has-authorized Professional, to writing, to provide such additional, Services,
shall such Services be provided by Professional 0 City. A copy of tite 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 thisAgreement.
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Target Safety
'Fire Department - 2008
Appropriation #43-522.00;. PDA12623
Contract Not To Ezcee&$13,995i00
SECTION 3. CITY'SRESPONSIBILITIES
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 atraria for Professional to enter upon.public and private propertyas: reasonably required
for Professional to perform,the Services.
3.4 City shall designate, payment of ;tlie,Services from City budget,appropriation` number 43-552.00
funds:
3.5 City-shall designate the Mayor or-liisiduly authorized representative to act an City's behalf on all
inatters.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"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 he provided'to City hereunder shall be
no more than Thirteen Thousand Eight Hundred Ninety fiveTiousand,Dollars (S 13,895.00) (the
"Estimate").. Professional shall submit an invoiceao City no rriore'than once every thirty (30) days
for Services provided.Citydurngthe 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 liefeto as Exhibit B, incorporated herein 1 y 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'sseceipt•of'satne, or besubjectto a late charge ofone'percent (I%) of.sueb
unpaid and undisputed invoice amount"for, each month same remains unpaid.
5.2 Professional agrees not to provide any Services to. City tbat'would cause the total cost of same to
exceed.the Estimate, without Ciiy's,prior written consent.
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Target Safety
Fire Department - 2006
Appropriation #43-522.00; P.O. #12623
Contract Not To Exceed $13,895.00
SECTION 6. TERM
Unless othenvise terminated in accordance with the termination provisions set. fort}i;in Section 7.1.
herembelow, this Agreement shall be, to effect from,'the Effective Date through December 31,
2008, and shall, on the, first-day of each Januarythereaffter, automatically renew°for a period of one
(1) calendar.year, unless othenvise agreed by the parties. hereto.
SECTION 7. MISCELLANEOUS.
7.1 Termination.
'7.1.1 The obligationto provide all or anyportion •of tlie;Services under this. Agreement maybe
terminated by City or Professional; without cause, upon.thirty (10) days' notice:
7,1.2 The obligation to-provide all or any portion of the Scrvices under this Agrecment:maybe
termtnated,by City, for cause; immediately' upon Professional's receipt, bf'City's_ "Notice
To Cease Services.
7:1.3 In the event of full or partial Agirce vent tennination, and as full and complete
compensation hercunder, Professional shall be. paid for all such Services rendered and
expenses incurred as,of`the date of'terth. hidtion that are nor in dispdte, except that such
payment amount shall not exceed the.Esfimate;. pisputed 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'rii hts 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 contr'acto'rs are City employees: Professional shall
have the sole responsibility to pay to er for its agents; employees and contractors all statutory,
contractual and other be'nefits.and/or obligations as they become due, Professional hereby wairapfs
and indemnifies City for?ai d from any,and;all costs, fees, expenses and/or damages incurred by
City as a result of any claim for wages; bencfits.or otherwise by-any agent, employee or contractor
of Profession al',regarding or related to thesubject matfer of this Agreement. This indemnification
obligation shall surdive'the termination of this, Agreement.
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Target Safety
!Fire Department - 2008
Appropriation #43-522.00; P.O. t#1262.3
Contract Not To Exceed $13,895.00
7.5 Insurance.
Professional shall procure and maintain with,an insurer licensed to do•busmess: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 unemployrnent corn pen sati on. acts,
because of errors and -omissions, because of bodily injury, mcludtng; but not limited to, the
personal injury, sickness; disease, or- death of any 'of ProfessionaPs employees, agents or
contractors and[or.beeause of any injury to or destrui3tion7of properly, iMuding,'but not,limited to,
any loss of use resulting therefrom: The coverage amounts shall be no less than thoseamounts 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 anyof Gity2s property. In,the. event
such a lien is filed'and Professional. fails to remove it within''ten.(1'0) days•aftertite date of filing,
City shall have the rightto pay or bond over-such lien at, Professional's sole coscand expense.
7.7 Default.
In the event Professional: (a) regudi.ates breaches or defaults under" any'of the terms or conditions
of this Agreement; including Professional's -warrarities; (b) fails to perform the Services as
specified; (c) fails to make _progiess, so, as to endanger timely and proper completion of the
Services and does not eorrecfsuch.failure,or breach within-five-(5) business.days'after receipt of
notice from City specifying sameor (d) becomes insolvent,: files, ar?has filed against it, a petition
for receivership, 'makes a,beneral assignment fort the'benefit of"creditors or dissolves, each 'such
event constituting;an,eventtof default_hereunder City-shall have the right to terminate all or any
part of°this Agreement;, without liability to Professional and to exercise ahy other rights or
remedies-available to it at.law:or`in equity.
7.8 Government Compliance.
Professional agraes 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 ail of P'rofessionals' required
professional licenses and certificationsvalid7and current;.and'to indemnify and hold harmless' City
from any and-all losses, dnmages; costs; liabilities; damages, costs and attorneyfees:resulting from
any failure by Professional to do so., This iiidemnification obligition shall survive the termination
of this Agreement.
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TargetSafery
TPre Department - 2008
Appropriation k43-522.00; P.O. #12623
Contract Not To Exceed $13,895.00
7.9 Indemnification.
Professional shall indemnify and hold harmless City and its officers, officials, employees and
agents from all losses; liabilities, claims; judgments, and-liens, including; but not limited to, all
damages; costs, expenses; and attorney fees= arising. out of any intentional or negligent act or
omission of Professional.andbrany of its etnployees,.agents or contractors in the performance of
this,Agreement. This indemnification obligation sha11,survive, the termination of this Agreement.
7.10 Discrimination Prohibition.
Professional-represents and warrants that irand each of-its°cmployees,agents and contractors shall
comply with ail existing and future laws prohibiting- discrimination against any employee,
applicant' 'for employment' and/or other person in the subcontracting of work and/or, in the
performance of any Services:contemplated_by this, Agreement with respect to hire, tenure, terns,
conditions or:priuileges,ofeinpioymen6or airy mnatter,directly orindirectly related,to employment,
subcontracting or work-performance Hereunder :because of race, religion; color, sex, handicap,
national origin; ancestry, age, disabled veteran status or Vietnam era veteran status. This
indemnification obligation shall survive the'termination of this Agreement.
7.11 Severabilitv.
If any provision of 'this Agreement: is held, to be'invalid, illegal or unenforceable by a court of
competent jurisdiction, that'.provision shall be stricken, and all other provisions of this Agreement
that can operate independently of same shall continue in full force and effect.
7.12 Notice.
Any notice, invoice,.order or other correspondence,requifed or ailowed to-be sent pursuant to this
Agreement, shall, be written and,eitherhand'delivered or;sent by:prepaid U.S. certi$ed mail, return
receipt requested, addressed to the panties as10llocvs`
CITY:
City of Carmel
Department of Administration
One Civic.Square
Cannel, Indiana 46032
ATTENTION: Keith Smith, Fire Chief
Douglas C. Haney
Carmel City Attorney
One Civic:Square
Carmel, Indiana 46032
PROFESSIONAL,;
Target Safety
10815 Rancho Bernardo Road, ;Ste: 250
San Deigo, CA-92127
ATTENTION: Judith Winters;
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Targ'ei Safety
Fire Department - 2008
Appropriation 443-522.00; P.O. 912623
Contract Not To Exceed $131895:00
Notwithstanding; the above; City may orally provide to Professional any notice required or
permitted by-this Agreement, provided thaf.sucli 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,ihis Agreement shall he'the'date-dn which the last of the
parties hereto executes same.
7.14 Governing1aw; Lawsuits.
This Agreemenrshall be. governed by and construed in ,accord ance'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'ntay have,, agree'tb: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'rtghts andlor remedies nor in
anywayaffect the rights of such party to require such.performance at any time thereafter.
7.16 Non-Assiamnent.
Professional shall not assign or, pledge; this Agreerent nor delegate its obligations hereunder
without City's prior written consent:
7.17 Entire At't'eement.
This Agreement,. including the attached Zicensing 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 subjec.tinatter; wntten or>oral; shall be effective
for any purpose, No provision of this Agreement maybe=amended, added to-or subtracted from
except by an agreement in writing signed by'bo'th-parties hereto and/or their respective successors
in interest. To the extent-any provision contained-in this Agreement, conflictsawith any provision
contained' in any exhibit attached hereto, except for the. Licensing Agreement, the provision
contained..in this Agreement shall prevail The Lwensitig.Agreement will prevail as. to any terms
contained therein.
7.18 Representation and Warranties.
Each party hereto represents and warrants thatit is authonzcd'.to enter,into this Agreement and that
any person or entity ;executing this' Agreeinenf on behalf of:such party has the authority to bind
su h party or the party which they represent, as. the, case, may be.
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Target Safety
'Target
Department - 2008
Appropriation #43-522.00; P.O. #12621
Contract Not To Exceed $13,89500
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 mcaningbf any provision hereof.
7.20 Advice of Counsel.
The parties warrant that they have read this Agreement and ful I y 'understand it, have had an
opportunity to obtain=the adviceand,assistance of counsel throughouf4he negotiation of same, and
enter into same freely, voluntatih,.and witliour any duress, vndue'influence of coercion.
7.21 Copyright.
City, acknowledges that various materials which rnay?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-Pr'ofessional4.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 ttiat,it"has, or will secure at its own expense, all personnel required in
performing the services under this agreement. Such personnel shall nor 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 thc work shall' be fully
qualified to perform. such services.
7.23 Records and Inspections
Professional shall maintain fuil.and;accurate records with' respect: to'all matters, covered under this
agreementfor,three {3) years after the expiration or carlysermination of diis__agreement. City shall
have free access at all proper tunes to "such records and the right',to examine and audit the same
and 'to make transcripts there fronn, and to inspect all program data, documents, proceedings and
activities.
7.24 Accomplishment of Noiect
Professional shall commence, carry on, and complete the-pi;oject With all practicable dispatch, in a
sound economical and efficient manner; in accordance with the provisions thereof and all
applicable laws. -in accompli;shing,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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Target Safety
Fire Department - 2009
Appropriation #43-522.00; P.O. #12623
Contract Not To Exceed S13,895.00
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
TARGET SAFETY
BY:
Mames Brainard, Presiding Officer
- Z.? --
Mary
S. Hfson, ember
BY.
? aa'e-? k'
Auth rized Signature
Printed Name:: PQG,,I-L
FID/TIN: 3 c)IJJ?? & (p l ?i
SSN if Sole Proprietor:
Date:
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