Speck & Associates, LLC/DOCS Speck Associates, LLC
Department of Community Services 2010
Appropriation #1192 -43- 404.00; P.O. #27204
Contract Not To Exceed $35,000.00
AGREEMENT FOR PROFESSIONAL SERVICES
Ap, r ov D AS TO FORM BY
THIS AGREEMENT FOR PROFESSIONAL SERVICES "Agreement is hereby made and
entered into by and between the City of Carnlel, Indiana, acting by and through its Board of Public Works
and Safety (hereinafter "City and Speck Associates, LLC, (hereinafter "Professional
REC ITALS
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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Speck Associates, LLC
Department of Community Services 2010
Appropriation #1192 -43- 404.00; P.O. #27204
Contract Not To Exceed $35,000.00
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. 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 number1192 -43-
404.00 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 Thirty Five Thousand Dollars ($35,000.00) (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.
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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Speck Associates, LLC
Department of Community Services 2010
Appropriation #1192 -43- 404.00; P.O. #27204
Contract Not To Exceed $35,000.00
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,
2010, 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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Speck Associates, LLC
Department of Community Services 2010
Appropriation #1192 -43- 404.00; P.O. #27204
Contract Not To Exceed $35,000.00
7.5 Insurance.
Indiana such insurance as is necessary for the protection of City and Professiona a 1 claims
under workers' compensation, occupational disease and/or unem• -nt compensation acts,
because of errors and omissions, because of bodily in ncluding, but not limited to, the
personal injury, sickness, disease, or Beat s any of Professional 's employees, agents or
contractors and /or because of an to or destruction of property, including, but not limited to,
any loss of use result' -refrom. The coverage amounts shall be no less than those amounts set
forth on es Exhibit C. Such insurance policies shall not be canceled without thirty (30)
7.6 Liens.
Professional shall not cause or permit the filing of any lien on any of City's property. In the event
such a lien 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 event 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) fails 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 specifying 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 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 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 under 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 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.
IZ `sherd Prof S, rs Goods S• r, DOCS SPECK d. ASSOC Profrssoon. I Sm rca FORM Rr• =0O9 doe 1' 1 2 In 204%1
Speck Associates, LLC
Department of Community Services 2010
Appropriation #1192 -43- 404.00; P.O. #27204
Contract Not To Exceed $35,000.00
7.9 Indemnification.
agents from all losses, liabilities, claims, judgments and liens, inclu• trotted to, all
damages, costs, expenses and attorney fees .1 o any intentional or negligent act or
\4 omission of Professi.1. y o its employees, agents or contractors in the performance of
_s.
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 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 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 Douglas C. Haney
Department of Administration Carmel City Attorney
One Civic Square One Civic Square
Carmel, Indiana 46032 Carmel, Indiana 46032
ATTENTION: Mike Hollibaugh
PROFESSIONAL:
Speck and Associates, LLC
990 Florida Avenue NW
Washington, DC 20001
ATTENTION: Jeff Speck
i 2lsIacd Prof S.c. Goods Ssc: IX)CS•SPECA ASSOC Pcofcsuo.ui Sa xr,; FORM R. N,H doc 1: `I ZOlo 10 5.1
Speck Associates, LLC
Department of Community Services 2010
Appropriation #1192 -43- 404.00; P.O. #27204
Contract Not To Exceed $35,000.00
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, 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 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 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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Speck Associates, LLC
Department of Community Services 2010
Appropriation #1192 -43- 404.00; P.O. #27204
Contract Not To Exceed $35,000.00
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 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 Copyright.
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
questionnaire, compensation and classification plan and reports are copyrighted. City agrees that
all ownership rights and copyrights thereto lie 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 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 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 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.
[Z:\shared Prof Sres Goods Svcs \DOCS \SPECK ASSOC. Professional Services FORM RCN 2009.doc: 12/21 /2010 10 :29 70I]
Speck Associates, LLC
Department of Community Services 2010
Appropriation #1192 -43- 404.00; P.O. #27204
Contract Not To Exceed $35,000.00
IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows:
CITY OF CARMEL, INDIANA SPECK ASSOCIATES, LLC
by and through its Board of Public
Works and Safety
BY: BY:
l2 4)
Jams Br nard, Pres O icer Aut �!�1 d Signature
Da z. A 0
11 AIFI Printed Name: Jam S
/Mary n Burk em�br Title: 5 1U 0k
Dat 7 1
r 9f FID /TIN:
Lori S. W55 Me ber SSN if Sole Proprietor: 028 h4 b 17
Date: i ,t 6 i I Date: 11-10. 0
ATTES
/l 1 �.1 ,i
r ana Cordray, IAM 9C Treasurer
Date: 1 -5 -1/
IVsdudd' of S. cs Goods Mrs DOCS■SPECK ASSOC Rokssido,1 Stn ices FORM Riv 2009 doc 12 21 7010 10 29 $MJ
5 P E C K A 5 5 0 C I A T E 5 L L C
December 20, 2010
Mr. Michael Hollibaugh
Director, Department of Community Services
City of Carmel, Indiana
1 Civic Square
Carmel, IN 46032
Dear Mr. Hollibaugh:
This document can serve as an agreement (the Agreement) between the City of
Carmel, Indiana (the Client) and Speck Associates (the Consultant) for my
performing services on the City's behalf.
By signing below, you acknowledge and accept the following:
1. Client hereby engages Consultant for the fees described below to perform any
and all services mutually agreeable to both parties.
2. Client agrees to pay Consultant an hourly rate of $250 for his services. Time
spent traveling in service of the client shall be billed at half cost, or $125 per
hour.
3. In addition, Client shall reimburse Consultant for all reasonable directly
related out -of- pocket expenses.
4. Unless amended by written instrument signed by both the Client and the
Consultant, this Agreement shall be capped at a total payment amount of
$35,000.
5. Consultant shall bill Client for fees and expenses monthly, at Consultant's
option, and Client shall pay same within 30 days of submission. Amounts
unpaid 60 days after submission will accrue interest at 1.5% per month,
compounded monthly, beginning on the 60 day.
6. Client acknowledges that Consultant is not a registered architect or engineer
and is not contracted to perform nor is competent to perform architectural or
engineering services. The professional services of Consultant do not extend to
or include any construction documents, construction administration, or any
construction related matters whatsoever. Therefore, it is understood and
agreed that Consultant shall have no professional liability for any
construction, health or safety related matters whatsoever, and that City shall
hold Consultant harmless against any claims arising out of any construction,
health or safety related matters.
EXHIBIT
BUILDINGS BLOCKS STREETS NEIGHBORHOODS DISTRICTS CORRIDORS TOWNS CITfE3 REGIONS
990 FLORIDA AVENUE NW WASHINGTON DC 20001 202.236.0140 JEFF@JEFFSPECK.COM
S P E C K Se A S S 0 C I A T E 5 L L C
7. Client acknowledges that Consultant shall provide advice that, if taken, may
affect the value of the Client's land, or of land owned by a third party. Client
accepts all responsibility for any changes in land value that may result from
following the Consultants advice, and agrees to hold Consultant harmless
against any such changes in value.
8. This Agreement represents the entire and integrated Agreement between
Client and Consultant, and may be amended only by written instrument signed
by both the Client and the Consultant. Neither Client nor Consultant shall
assign this Agreement without the written consent of the other. Nothing
contained in this Agreement shall create a contractual relationship with or a
cause of action in favor of a third party against either Client or Consultant.
CONSULTANT: Jeff Speck
President
Speck Associates LLC
990 Florida Avenue NW
Washington, DC 20001
Phone: 202 236 -0140
BY:
Jeff Speck
CLIENT: Mr. Michael Hollibaugh
Director
Department of Community Services
City of Carmel, Indiana
1 Civic Square
Carmel, IN 46032
Phone: 317 -571 -2422
BY:
Michael Hollibaugh
'VVU
BUILDINGS BLOCKS STREETS NEIGHBORHOODS DISTRICTS CORRIDORS TOWNS CITIES REGIONS
990 FLORIDA AVENUE NW WASHINGTON DC 20001 202.236.0140 JEFF@aJEFFSPECK.COM
RESOLUTION NO. BPW- 01- 05 -11 -04
RESOLUTION OF THE CITY OF CARMEL BOARD OF PUBLIC WORKS AND SAFETY
RATIFYING MAYORAL SIGNATURE ON CONTRACT
WHEREAS, the executive officer of a municipality has the right and authority under Indiana law to
enter into contracts on behalf of the municipal corporation; and
WHEREAS, due to the exigencies of time, City of Carmel Mayor James Brainard, upon the advice of
the Carmel City Attorney, executed that certain Speck Associates, LLC, Professional Services Agreement
"Contract attached and incorporated herein as Exhibit "A and
WHEREAS, the City of Carmel Board of Public Works and Safety now desires to ratify the above
actions of Mayor Brainard and to adopt the same as the act of the Board.
NOW, THEREFORE, BE IT RESOLVED by the Board of Public Works and Safety of the City of
Carmel, Indiana, that:
1. The foregoing Recitals are fully incorporated herein by this reference.
2. The actions of Mayor James Brainard in executing the Contract are hereby ratified and such actions
are hereby approved and adopted by the Board as its own.
Approved and Adopted this day of 20'//
CITY OF CARMEL, INDIANA
By and through its Board of Public Works and Safety
BY: ta
James Brain: rd, Presiding Officer
Date:
'il
Lori W,' son, Member
Date:
1 1
ary Bujke, Member
Date:
ATTEST:
O
P a a Cordray, IAMC, ^erk- Treasurer
l ate: 1-5-
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