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Peacock Publicity & Marketing/Comm Rel lc Peacock Publicity Marl eting Services Community Relation% Department 2009 APPROVED, (p Appropriation 1160 434199 P O #18443 FORM BY -jlW Contract Not To Exceed S2 666 25 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES "Agreement) is hereby made and entered Into by and between the City of Carmel Indiana achng by and through its Board of Public Works and Safety (hereinafter "City"), and Peacock Publicity Marketing Services (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 professiomil 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 go engage Pmfessional as an independent contractor for the purpose of providing to City the Services i eferenced 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 heieof SECTION 2 SCOPE OF SERVICES 2 1 City desires to engage Professional as an independent contractor for the Seri 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 Pmtessional 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 authonzed Professional, in wnting= to provide such additional Services shall such Services be provided by Professional to City A copy of the City s authonzation 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 Tune is of the essence of this Agreement IZ€ Bea moon h lama See a ■OBMAPU4s q [Seen FCEMA 200SJOt 10 131SI23S"Bi 1 Reacock Publicity Marketing Services Community Relations Department 2009 Appropnation 1 160 434199 P O #18443 Contract Not To Exceed $2 666 2) SECTION 3 CITY'S RESPONSIBILITIES 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 Profession] may assume that all data so provided is correct and complete 3 3 City shall arrange for Professional to enter upon public and pnvate property as reasonably required for Professional to perform the Services 3 4 City shall designate payment of the Services from City budget appropriation number 1160- 434199 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 lawfulistandards as accepted in the industry SECTION 5 COMPENSATION 5 1 Professional estimates that the total pnce for the Services to be provided to City hereunder shall be no more than Two Thousand Six Hundred Sixty Six Dollars and Twenty Five Cents ($2,666 25) (the E`stimate') 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 wtthin sixty (60) days from the date of City's receipt of,same or be subject to a late charge of one percent (I%) of such unpaid and undisputed invoice amount for each month sane 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 wntten consent Re&Amymen wob 3v r%FO@efnf®miSew sFOY3e R.mnaw unit roil 36 P1,412 Peacock Publicity Marketing Sen ices Community Relations Department 2009 _Appropriation 1160 434199 P 0 #18443 Contract Not To Pxceed $2 666 25 SECTION 6 TERM Unless otherwise terminated in accordance with the termination provisions set forth in Section 7 1 herembelow 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 penod of one (1) calendar year, unless otherwise agreed by the parties hereto SECTION 7 MISCELLAjNEOUS 7 I 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 nonce 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 `Nonce To Cease Services 7 1 3 In the event of full or partial Agreement temiination, 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 ate 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 otliet 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 of contractor of Professional regarding or related to the subject matter of this Agreement This indemnification obligation shall survive the termination of this Agreement li lF®WiA4 Psa S2W ra foul Saw cafTIMISsnaa col Sew a FORM Re 2Wx e: IWI]! MI-Sim 3 Peacock Publicity Marketing Services Community Relations Department 2009 Appropriation 1f 1160 434199 P 0 418443 Contract Not To Exceed $2 666 25 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 occupsttonal 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 pnor wntten notice to City 7 6 Liens Pr ofessional shall not cause or permit the filing of any fien on any of City s property In the event such a hen 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 m ent 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) fads 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 specitytng 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 nght to terminate all or any part of' this Agreement without liability to Professional and to (exercise any other nghts or femedies 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 tinder 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 cunent and to indemnify and hold harmless City from any and all tosses, 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 r..: lowly:raid1m es1PCMISTrobn Nal San .FORM Rn 21109doc10112112.s6 w7 4 Peacock Publicity Marketmg Services Community Relations Department 2009 Appropnanon 1160-434199 P 0 #18443 Contract Not 1'o Exceed S2 666 25 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 ansing 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 temunation of this Agreement 7 10 Discnmination 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 pnvileges of employment or any matter directly or indirectly 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 711 Severability If any provision of this Agreement is held to be invalid illegal or unenforceable by a court of competent junsdiction, that provision shall be stncken, and all other provisions of this Agreement that can operate Independently of same shall continue in full force and effect 712 Notice Any notice invoice, order or other correspondence required or allowed to be sent pursuant to this Agreement shall be wntten and either hand delivered or sent by prepaid U S certified mall, retum receipt requested addressed to the parties as follows CiTY City of Carmel Douglas C Haney Department of Administration Cannel City Attorney One Civic Square One Civic Square Carmel, Indiana 46032 Carmel, Indiana 46032 ATTENTION Nancy Heck PROFESSIONAL Peacock Publicity Marketing Services P O Box 39070 Indianapolis, Indiana 46239 ATTENTION RV 14y o®DtY team! Sc% dlaxnumnc MUM) SWIMS n m.md SawabcirI4509 e a AMI Peacock Publicity Marketing Services Community Relations Department 2009 Appropnation 1160- 434199 P 0 #18443 Contract Not To Exceed $2 666 25 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 tnal they may have, agree to file such lawsuit in an appropnate court in Hamilton County, Indiana only, and agree that such court is the appropnate venue for and has junsdiction over same 715 Waiver Any delay or inaction on the part of either party in exercising or pursuing its nghts and /or remedies hereunder or under law shall not operate to waive any such nghts and/or remedies nor in any way affect the nghts 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 s% ithout City s pnor written consent 7 17 Entire Agreement This Agreement contains the entire agreemcnt of and between the parties hereto with respect to the subject matter hereof, and no pnor agreement, understanding or representation pertaining to such subject matter, wntten 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 wnting 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 authonty to bind such party or the party which they represent as the case may be IE E %aft Ikgmaadhalameal SawaWORMSThlamosal Sawa WUSI RsvSO10Ga 10 MOH 216 6 Peacock Publicity R Marketing Sen ices Community Relations Department 2009 Appropnanon 1160 434199 P O #18443 Contract Not To Exceed $2 666 25 719 Headings All headings and sections of this Agreement are inserted for wnvenience 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 hay e 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 voluntanly, and without any duress, undue influence or coercion 7 21 Copvnght City acknowledges that vanous matenals which may 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 copynghted City agrees that all ownership nghts and copynghts thereto he with Professional and City will use them solely for and on behalf of its own operations City agrees that it will take appropnate action with its employees to satisfy its obligations with respect to use copying, protection and secunty 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 relationship with City All of the services 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 maintain full and accurate records tti ith 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 records and the nght 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 cared on within City s organization (LIE DWI) Dam M fond fatPO f6WesN lam TOM Rn 2009 GZ IDIllIOVI 2 SUM) 7 Kawl.l l Altura 4 Markman!, Senate. 1 0nnnumlI Ra1 mom l)cpirttnrot 2009 1ppn pn titan 4 1 1 M1 414100 P O n 13443 Loam to t Val l a I %La d C2 666 2i IN 1171 V rsS Wilt RI. OI. the panic s hereto hale mule and executed this Agreement as follows 1 Ill 01 CARMEL INDIANA PEAL OGk PUBLICTY R MARKETING SERVICES In Ind Ihunich Its Huard orPuhdie 1\ and S dcts Iil BY J Imes lir un Ind Presiding Mimi Authoii2'ed Signature Printed Name 't Cite 7' GASO✓' S uJ rnRuilc Menthe Title Orune-K fl oc 1ID/flN �lr p 394 -10 35'33 I I n Munhu S S\ tl Solc Prn rietor D /of al i pq Date /0 13 09 A rrrs'1 A AA D nt(urdi n IA Lder¢ -Ir starer 1 1 r 1% 3