Rinehart Technologies/ISRiaehar ,Teclinolpgies y -4t OT'- rs , 0q • 0
information Systems Department -12009 ????
Appropnauon #1202-404 D0; P:O.;#19335 OvED ' TO
Contract Not To Exceed 51,135`00 FORM BY:
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 acid througlt its Board of Public; Works
and Safety (hereinafter "City"), and Rinehart Technologies, LLC (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 assistanbc, in fulfilling, its foregoing
responsibilities; and
WHEREAS, 'Professional; is experienced in providing and desires, to provide to City the
professional services ("gervices')referenced. here in;' 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.cnnsideration of the'.foregoing recitals and the covenants andeonditions
set forth herein;:Gityand' Professional mutually agree as follows:
SECTION, 1. INCORPORATION OF RECITALS
The foregoing.Recitals are hereby incorporated into this Agreement and•tnade: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.fiereiri by ttiis`reference.
2.2 Professional understands and agrees that City may, from tirne=to time, request Professional to
provide additional) or modified Services to, City. When City desires addihoiral Services' from
Professional, the City shall notify Professional of such additional Services desired,, as well as the
time Traffb in which same are-Jo be provided. Only after City has approved Professional's, time
and cost.estimate for the provision ofsueh additional Services, has encumbered sufficienfmonies
to pay for s_ aine, 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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Rinehart Technologies'
Information Systems Department- 2009
Appropriation 41202404-0Q; RC. #19335
Contract Not To Txceed $1,135.00
SECTION 3.. CITY'S RESPONSIBILITIES
3.1 City S17 provide such informatioma"s1§s reasonably necessary for Professional torunderstand the
Services requested..
3.2 City sliall,provide.all data requ red,for provision of Services_ Professional nlay assume that all
data so providedis 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, 1202-404-00
funds.
3.5 City shall designate the Mayor or: his duly authorized representaiive;to act', on City's behalf on all
matters regarding the,Services.
SECTION 4. PROFESSIONAL'S`RESPONSIBILITIES
4.1 Professional shalP.perfortn the Services,pursuant,to the terms of this, Agreement, and..ivithin any
applicable.time ahd 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 fonthe Services to be provided to City hereunder shall be
no more than One Thousand One Hundred Thirty Five Dollars (S`1,135.00) (the "Estimate").
Professional shall submitraninvoice to Cityno more -than once,every thirty (30) 41ays-for'Services
provided City during,the time period encompassed 'by such invoice. Ipvoicesshall be submitted on
a form containing the same information as that contained on the Professional Services invoice
attached hereto as Exhibit B,, incorporated.hereinby this reference., Cityshall •pay Professional 'far
all undisputed Services rendered and stated on.sueb`invotoe within sixfy (60) days from the date of
City's. receiptW same, or,be subject to a late charge of one percent (I I/o) of such unpaid and
undisputed invoice amount for eaclijbcinth same remains`ynpaid.,.
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 writt.On clisent.
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ginehan Technologies
Information Systems Department.. 2009
Appropriation #1 2 0 21104-0 0; P.O._#[9335
Contract Not To Exceed $1,135.00
SECTION 6. TERM
Unless otherwise. terminated in accordance with the termination provisions set forth in,Section 7.1
hercinbelow; this Agreement.•shall. be 'in effect from` the Effective Date through Decenibec 31,
2009, and shall, on the firsttday of each January thereafter, automatically:renew fora'period ofone
(1) calendar year, unless "otherWise.agreed' by,-the parties "hereto.
SECTION 7. MISCELLANEOUS
'Vl Termination.
7.11 The obligation to provid"e•all,or any portion of the Services under this=Agreement maybe
terminated by City or'Prcfessional, 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
Ta Cc* Services'
7._1.3 In the event, of full or partial Agreement temunadon, and as full and complete
compensation hereunder; Professional shall -b& 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, corn pensation.amounts shall be
resolved'as allowed by law.
7.2 Binding Effects
City and Professional, and their'respective officers„ officials,, agents,, partners and successors in
interest are,bound-to the other as tocall Agreement-ternrs,,eonditions`and obligations..
7.3 No Third Party Beneficiaries:
Nothing contained herein shall be construed to givc<!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 anal/or obligations as;theybecome"due- Professional. hereby warrants
and indemnifies City-for and.from any and all costs, fees, expenses and/or damages incurred by
City asa result of•;any claim fpr;wages, benefits or otherwise by,ariy agent, employee or contractor
of Professional: regarding or,related to,the subject matter of this Agreement. This indemnification
obligation shall survive the.termination-of lhis Agreement.
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Afaelrart Technologies
Sntomration Systems Department -:2009
Appropriation #1202-404-00; Pp. #19335
Contract Not To Exceed $1,135.00
7.5 insurance.
Professional shall procure and maintain with an insurer licensed to do business ,in the State of
Indiana such insurance asis necessary for the protection of City and Professional from all claims
under workers' compensation,, occupational disease and/oi- 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 Pr'ofessional'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
fortlr'on; attached Exhibit C. Such insurance policies shall not he, canceled without thirty (30)
days' prior-written .notice,to City:
76 Liens.
Professional shail not cause of,permit'the filing ofany lien on anvaof City: s- property, In the event
such a hen is filed and.Professional failsto remove it within tcn,(10) days after,the,date of filing,
City shallhave_the right to pay or bond over such lien.atP.r6fcssional''ssole . cost and expense.
7.7 Default,
In the event. Professional. (a) repudiates, breaches or defaults under anyof thetennsor conditions
of this Agreement, including Pro,'fesslona-Ps warranties; (b) fails to, perform the Services as
Specified; (ci fails to make progress so as to endanger timely and proper completion of the
Services and does-not correct such failure or breach withiin' ive (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 assignmenf for {he benefit of creditors or dissolves, each such
event.coristitutiiig an -event of default'hereunder, Citvshall.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 onin equity:
7.8 Government Compliance:
Professional agrees to comply with all•Iaws; executive' orders; rdles and regulations applicable to
Professional's performance of its obligations under this Agreement, all relevant provisions of
which being hereby iricoiporated herein by'this reference, to keep all'ofprofession"als' required
professional licenses and certifications, valid and current; and to indemnify and hold'harrnless City
from,anyand all losses; damages, costs, liabilities, dapnages, 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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Rinehart Technologies
Information Systems Department-•2009,
Appropriation 41202-404-00; 1'.O_ #19335
Contract Not To Exceed $1,] 35.00,
7.9 `Indemnification.
Professional shall indemnify and, hold-,harmless City and `its officers;. officials, einployaes; and
agents from all losses; liabilities; claims; judg7nents and liens;;including, but not limited to; all
damages, costs, expenses and attorney fees arising out of any :intentional or negligent act or
omission ofTrofessional and/or any ofits,employees, agents or contractors in the performance of
this Agreement. This'indemnification obligation shall survive;the termination of this Agreement
7.10 Discrimination'Prelubition.
Professional represents and warrants that at,and each ofits employees;.agents.and..contractors sliall
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'niatter directlyorindirectly 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-Agi?ement.
7.11 Severability.
If any provision-of. this Agreernerit'is heldjo be invalid, illegal or unenforceable by a court of
competent jurisdiction, thatprovision shall be stricken. •and' all other provisions-of this Agreement
thatcan operatc.iridependently of same sliall continue in full :force _and effect.
7.12 Notice.
Any notice, .invoice, order or-other correspondence required. or allowed to be seit'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 Cannel'
Department:of Administrafion
One Civic Square
Carmel. Indiana 46032
ATTENTION: Terry Crockett
Douglas-C, Haney
Carmel City Attorney
One Civic.Square
Carmel, Indiana 46032
PROFESSIONAL:
Rinehart Technologies, LLC'
2602°d 6treef S.W.
Carmel, Indiana 46032
ATTENTION: Morgan. Rinehart
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Rinehart Te din o l o g i e s
Intorntation Systems Department-2669
Appropriation #11262-404-00; P.O. (19335
Contract Not To Exceed $1,135x60
Norwithstandingt the (above, 'City may orally provide to Professional any notice required or
permitted by this Agreement, provided-tliat?sucli notice shalhalso then be sent as.required by this
paragraph within-ten (10) business days from the date%otsucl,i oral notice,.
7.13 Effective Date:
The effective date f"Effective. Date',-) of this Agreement.shalI be the date-on which the last of the
parties,hereto executes'same.
7.14 Governing-Law: Lawsuits:
This, Agreernent,?Ball 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-,yin the event a_lawsuit is filed hereunder, they
waivCdny riglifto a jurytrial they mayliave, agree to file such iawsuiHn.an,appropriate court in
Hamilton County, Indiana only,+and agree that such court is the appropriate venue for and has
jurisdiction over.s-aiire.
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: rightsrand/or-remedies nor in
any way affect the rights of such party-to require such performance at anytime thereafter.
7.16 Non-Assign rient.
Professional shall not ;assign nr. pledge this Agreement nor.de'legaw .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 provisionof this Agreement
ti ay be anien led, added to or subtracted, from except by an agreetnen't in writing signed by both
parties hereto and/or, their respective successors in.interest. 'To1he extent:anyprovision contained
in this Agreement conflicts with any provision contained ?in any exhibit attached: hereto, the
provision,contained itrthis.Agreement shallpre"nail;
7.18 Representation and.Warranties-
Each party hereto, represents and warrants thaf it is authorized to enter into this Agreement and that
any person or entity, executing this Agreement>on behalf of'sucli party has the authority to bind
such party or the party which they represent, as the case:may.be:,
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Rinehart Technologies
Information Systems Department --2009
Appropriation #1202-404-00; P.O. # 19335;
Contract Not To Exceed $1,135.00
7:19 Headinas.
All headings,and sections of this Agreement":are inserted for convenience only^and do not form a,
part-of this Agreement noraimit, expand or•oiherwise"alter the;meaning of°any provision hereof.
7.20 Advice of Counsel.
The parties "warrant that they have read 4his Agreement and fully Understand it, have had an
opportunity to obtain the advi"ce,and assistance -of counsel,throughout the, negotiation of same, and
enter into same freely, voluntarily, and without any duress, undue,intluence or coercion.
7.21 Couvrialit.
,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
questi'annaire, compensation and classification'.plan and=reports are copyrighted City agrees that
all ownership rights and copyi-ightsahereto lie with Professional, and City-will use diem solely for
and on behalf, of its own operations. City agrees, that it will Jake ,appropriate action with its
employees to satisfy its obligations with respect =to use, copying; protection and security of
Professional's property:
722 Personnel.
Professionalrepresents: that it;has„ or will secure at-ils own., expense,, all personnel required in
performing the services under this agreement. Sueh.personhel shall not; be employees of or have
any contractual relationship with City: All of the servicesrequired hereunder will be performed
by Professional or under his supervision and all personnel engaged in therwork shall'be fully
qualified to perforin'sueh:services.
7.23 Records and Inspections,
Professionalshall maintain full and'accurate'records with respect to all matters"covered under this
agreement for ihree (3) years A& the`expiration of early termination-of this agreement. City shall
have freeaccess'-at all proper times'to_such- =records and,the right to examine and audit the same
and to make transcripts there from, aid to =inspect ail program data, documents, proceedings and
activities.
7.24 Accomplishment of Proieet
Professional shall corrundnce, carry on, and complete thetproject withzll practicable dispatch, in a
sound econoniical ana efficient manner; in accordance with the provision"s "thercof 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 wttl related work being carried on within
Cily's organization.
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Rinehart Technologies
Information Systems .Deparemen i 2009
Appropriation #1202-404;00;. P.0..09335
Contract Not To Exceed $1.135.00
IN WITNESS .WHEREOF, tlie:patlties,hereto.have made;and executed this Agreement as follows:
CITY OF'CARMEL, INDIANA RINEHART TE.ICHNOLOGIES;Irc
by and through its Board of Public
Works and Safety
BY
BY:
e
. ?? Autliorized Signature
Printed Name:. AlV(JaA ?',,i&-j}
Title; Mg, ?t? c1
FID/TIN: 'g20- yq ?o y8/
SSN if Sole' Proprietor:
Date: _6q!03/.12yj
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