The Sculpture Foundation/StreetThe Sculpture Foundation APR(`` 11 F ^ .? AS TO
Street Department - 2009 FORM 6V .
Appropriation # 0043-509.00; P.O.18784
Tf Contract Not To Exceed $5,790.00
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement") is hereby made and
entered into by and between the City of Cannel, Indiana, acting by and through its Board of Public Works
and Safety (hereinafter "City"), and The Sculpture Foundation (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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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 0043-509.00
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 Seven Hundred Ninety Dollars ($5,790.00) (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%) 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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The Sculpture Foundation
StreetDepartntent - 2009
Appropriation:#0043=509.00; P.0.1.$7644,
vContract Not To Lxceed?$5,740.00
SECTION b. TERM
Unless otherwise,terminated in accordance-with the:terminaiion provisions set forth in Section 7:1
hereinbelow,,,this Agreeni6at shall be in effect from the EffectiveMate-through December 31,
2009; and shall, on the first.day of each Januarythereafter, automatically renew fora"period of one
(1) calendar year, unless, otherwise agreed'by the parties. hereto.
SECTION 7. MISCELLANEOUS
7.1 Termination.
T1.1 The obligation to.provide all or'any portion ofthe Services under this Agreement. maybe
termiitatq.3 by City orP ofessional, without cause, upon thirty (30) clays,' notice.
7.1.2 The,obligaton to; provide all or,any portion of+the Services under this-Agreement maybe
terminated by City, for cause, immediately upon Professional's receipt`o'fCity's "Notice
To Cease Services''-"
7.13 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 bit termination that are not. in dispute, except that such
payment' amount shall.not:exceed the Estimafe. 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;containcd herem'shall be construed to give rights or benefits to anyone other than the
pardcs;hereto.
7.4 Relationship.
The relationship of the- parties hereto shall be as provided for in this Agreement, and neither
Professional noi_any of its agents;.employeesor 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 anchor` obligations; as theybecor ie due: Professional hereby warrants
and. inderirnifies_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 §ubject matter of'this Agreement. This irldemnification
obligation-shall survive the termination of,t his Agreement.
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The S'culpiure Foundation
Street Department - 2009
Appropriation 40043-509.00; PD.18784
Contract, Not To Exceed $5;79000
7.5 Insurance.
Professional shalt 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. Professionai `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 injiii-y'to or destruction of propeny;'including; but not limited. to,
any, loss.of use resulting -therefrom. The coverage amounts-shall be no Iess,than those amounts set
forth on attached Exhibit C. Such insurance policies. shall, not be canceled \vithout;thirty (30)
day§' prior written notice to City.
7.6 Liens.
Professional shall not cause or permit the filing of any lien on anyof City'sproperty: In the event:
such a lien is filed and'Professional fails to remove: irwithin ten (10) days after the date of filing,
City shall have ,the;nghtto pay or.bond.,over such lien at Professional's sale costaiid'expense.
7.7 Default.
In the event Professional: (a)'repudiates,.breaches or defaults under anyof-the terms or-conditions
of this Agreement, including Professional's warranties; (b) fails to, 'peifiorm the Services as
specified;, (c) fails to make progress so as' to endanger-timely and proper completion of the.
Services and.doesnot correct such failure or breach within five (5) business days after receipt of
notice from City specifying sameor (d) beco""mes'insolvent,_fRs,'or has fled,agai`nst it, a petition
for receivership; makes a'general assigmnent 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 ProfeSSlotlal and to exercise any other rights or
remedies available to it at law or in=equity.
7.8 Government Comptiance.
Professional agrees to.coroply-Yynb.all`laws; executive orders,;rules and- rcgulationsapplicable to
Professional's performance of its obligations under this Agreement, all relevant ^provisiotis of
which being hereby incorporated herein by this reference;;to keep all 6TTrofessionals' required
professional licenses.and certifications valid and current; and to indemntfy and hold harmless City
from any and all losses,,dam_ ages, costs, 'liabilities, damages,;costssand attorney `fees resulting from
any failure by Professional to do so: This6ridemnification obligation shall survive the termination
of this.Agreement:
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The Sculpture Foundation
-Street D7 parttnent 2009
Appropriation00043-509,00; 'P;0.I'8784
Coniract Not To Exceed $5 790.0 0
T9 Indemnification.
Professional shall indemnify and hold harmless City.and its: officers; officials, employees and
agents from all losses', liabilities, claims: judgments and liens; includmg 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;emi 16yees; 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'employtnent<or any matterdirectly or indirectly related to employment,
subcontracting` or, Work perfortrtance. 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 jrinsdiction, 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'nottcc, invoice; order or other. correspondence;required oi- allowed to be serif p',ursuatit to this
Agreement' shall be written and either hand delivered or sent byprepaid •U S. certified mail, return
receipt requested,.addressed to the parties as follows:.
CITY:
City of Carmel
Department of Administra_ti'on.
One Civic Square
Carmel„Indiana-4;6032;
ATTENTION:
PROFESSIONAL:
The Sculpture Foundation
2525' Michigan Avenue Gallery A-6
5anta,Monica,. CA 9.0404
ATTENTION` Rebecca Underwood
Douglas. C.. Haney
Carmel City Attorney
One Civic•Squlre
Carmel, Indiana 46032
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The Sculpture Foundation
.Street Department - 2009
Appropriation # 0043-509.00; P.O.18784
Contract Not To Exceed $5,790.00
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 govemed 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 tights 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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TBe Sculpture Foundation
Street 6epartment - 2004
Appropriation#'0043-509:00; P.O18784
Cdntract Not To Exceed 55,790:00
7.19 Headines.
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 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 obtaimthe advice and assistance of counsel' throughout the negotiation of same, and
enter into same freely, voluntaiily; And without any duress, undue influence or coercion.
7.21 Cowrieht.
City acknowledges that varioustmaterials which maybe used and/or generated by Professional in
performance of Services, including. forms, job deseription formats, comprehensive position
questionnaire, compensation and classification plan and reports are copyrighted, City'-agrees that
ali ownership rights and copyrights thereto lic 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 that- it.has, or will 'secure at-its own expense, all personnel required in
performing the services under this agreement: Such personnelsltall not be;emptoyees 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 engagedJn'the work shall be billy
qualified to perform such services:
7.23 Records and Inspections
Professional shalt maintain full and accurate records with icspect'to all tnattersicoyered under this
agreement for three-(3) years after the expiration or early termination of this agreement. City shall
have freeaccess at all proper-times tQ such 'records and 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 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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The.Sculp[ure Foundation
„ strm D[partment -.2009
Appropriation #0043-509.00; B:0.18784
Contract Not To Exceed $5,790.00
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY O t, INDIANA THE. SCULPTURE FOUNDATION
by and through•itsBoard, of Public
Works afid Safety
BY
ATTEST:
Cordmy, I
Date:
BY:
Authorized Si ture'
Pnnted;Name://U
Title:.. 1Q v??aJL Y dZ?J6Yh?y?/?f?Y? ?t
FIDITIN.
5SN if Sole,Proprietor:
Date-
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I-tney s tnp costs
Callahan,, Bonnie
rage 1 ui r
From: Rebecca Underwood [rebecca@tsfmail;com]
Sent: Friday, April 03,:2009 2:35 PM
To: Snyder, Kristi J
Cc: Callahan„Bonnie.
Subject: Cindy's trip costs
Dear Kristi:
It is wonderful to hear thotare continuing to expand your, knowledge of coring,for and restoring the
Johnson sculptures. I m glad that we are able.to assist wdh°this and make a special exception to teach
someone.outside -the studio our methods., I'm sure the Carmel works will benefit for years .to: come and l
know that the staff dt the Atelier enjoyed having you there.
Following is the breakdown of the costs'involved in Cindy s trip,6ut;16 Cdrmel.
Time:
4C hour work week ,@ $9C;C0/hour (includes travel time) 3,600 00:
16 hour prep C-$90.00/hour = $`1;440:00
Total time: $ 5,040.00
Travel Expenses
Air fare/Roundtrip = $ 500:00
Hotel=4 nights,@$100,`00/night= $420.00
Car - 5 days @ $70:00/day = $ 350.00
Meals- 5 days @ $,50.007dcy = $ 250-00
Total Travel Expenses: •$ 1,500b0
Total Estimated. Expenses: $ 6,540.00'
'If Cindy cdn stcywith you and have he?,transpoitatlon taken care of then these fees^will.be reduced
accordingly.
Please let me know if there are any questions. I'd be glad to help.. Also, we received your request that
all the billing be sentto Bonnie Callahan. I'm hcpp-y to-do:so.
Warmly,
Rebecca
Rebecca.Underwood
Associate Curator
THE SCULPTURE FOUNDATION
2525 Michigan Avemue,3Gollery A-6
Santa Monica. CA 90404
T: 310.264 2400
F: 310.2642403
www.TheSculpture,Foundoton.com.
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?/ 99
4/13/2000
uity of uar ell
ONE CIVIC SQUARE
CARMEL, INDIANA 46032-2594
FORM APPROVED BY STATE BOARD OF-A
CERTIFICATE N0. 003129155-002 0
FEDERAL EXCISE TAX EXEMPT
35.50000972-
ORDER NUMBER
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DELIVERY MEMO, PACKING SLIP
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JRCHASE ORDERDATE DATE:REOUIRED REOUISITION,NO. VENDOR NO. DESCRIPTION
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VENDOR
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2525 RAichi9an AvenUQ,Q2I 9V A-6
San% tAOtttu' CA:80404,
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DEPARTMENT ACCOUNT PROJECT. PROJECTACCOUNT -d
SHIPPING INSTRUCTIONS
• SHIP REPAID.
• C.O.D.. SHIPMENTS CANNOT'. BE ACCEPTED'
PURCHASE ORDER NUMBER MUST APPEAR ON ALL
SHIPPING LASELS.
• THIS ORDER ISSUED IN COMPLIANCE WNN CHAPTER 99; ACTS 1946
AND ACTS AMENDATORY THEREOF AND SUPPLEMENT TTHERI
18184
DOCUMENT CONTROL NO.
ORDERED;BY
TITLE
CLERK-TREASURER
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