HomeMy Public PortalAbout078-2018 - Mayor - Baker Communication - Department Head TrainingPROFESSIONAL CONSULTING SERVICES AGREEMENT
THIS AGREEMENT made and entered into this Lam___ day of , 2018, and referred
to as Contract No. 78-2018, by and between the City of is ond, Indiana, a municipal
corporation acting by and through its Board of Public Works and Safety (hereinafter referred to as
the "City") and Baker Communications, 10333 Richmond Avenue, Suite 400, Houston, Texas,
77042 (hereinafter referred to as the "Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor to provide a one -day in-depth consulting training services workshop
for the City of Richmond. Contractor shall perform all services described on Contractor's
proposed Agreement "Exhibit A" consisting of two (2) pages, which Exhibit is attached hereto and
made a part hereof.
Should any provisions, terms, or conditions contained in any of the documents attached hereto as
Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the
provisions, terms, or conditions of this Agreement, this Agreement shall be controlling.
Contractor shall perform all work herein in a timely manner, conforming to all applicable
professional standards.
The Contractor shall furnish all labor, material, equipment, and services necessary for the proper
completion of all work specified.
No performance of services shall commence until the following has been met:
1. The City is in receipt of any required certificates of insurance;
2. The City is in receipt of any required affidavit signed by Contractor in
accordance with Indiana Code 22-5-1.7-11(a)(2); and
3. A purchase order has been issued by the Purchasing Department.
SECTION II. STATUS OF CONTRACTOR
Contractor shall be deemed to be an independent contractor and is not an employee or agent of the
City of Richmond. The Contractor shall provide, at its own expense, competent supervision of the
work.
SECTION III. COMPENSATION
City shall pay Contractor at the costs and rates quoted as set forth in the attached Exhibit A for the
complete and satisfactory performance of all work described on "Exhibit A". The amount to be
paid to Contractor is not to exceed the total amount of Eight Thousand Dollars and Zero Cents
($8,000.00) for satisfactory completion of this Agreement.
Contract No. 78-2018
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SECTION IV. TERM OF AGREEMENT
This Agreement shall be effective when signed by all parties and shall continue in effect until
completion of the training.
Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in
part, for cause, at any time by giving at least five (5) working days written notice specifying the
effective date and the reasons for termination which shall include but not be limited to the
following:
a. failure, for any reason of the Contractor to fulfill in a timely manner
its obligations under this Agreement;
b. submission of a report, other work product, or advice, whether oral or written, by the
Contractor to the City that is incorrect, incomplete, or does not meet reasonable
professional standards in any material respect;
c. ineffective or improper use of funds provided under this Agreement;
d. suspension or termination of the grant funding to the City under which this Agreement
is made; or
e. unavailability of sufficient funds to make payment on this Agreement.
In the event of such termination, the City shall be required to make payment for all work performed
prior to the date this Agreement is terminated, but shall be relieved of any other responsibility
herein.
This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties
by setting forth the reasons for such termination, the effective date, and in the case of partial
termination, the portion to be terminated.
SECTION V. INDEMNIFICATION AND INSURANCE
Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to person
or property or any other claims which may arise from the Contractor's conduct or performance of
this Agreement, either intentionally or negligently; provided, however, that nothing contained in
this Agreement shall be construed as rendering the Contractor liable for acts of the City, its officers,
agents, or employees. Contractor shall as a prerequisite to this Agreement, purchase and thereafter
maintain such insurance as will protect it from the claims set forth below which may arise out of
or result from the Contractor's operations under this Agreement, whether such operations by the
Contractor or by any sub -contractors or by anyone directly or indirectly employed by any of them,
or by anyone for whose acts the Contractor may be held responsible.
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Coverage
A. Worker's Compensation &
Disability Requirements
B. Comprehensive General Liability
Section 1. Bodily Injury
Section 2. Property Damage
C. Comprehensive Auto Liability
Section 1. Bodily Injury
Section 2. Property Damage
Limits
Statutory
$1,000,000 each occurrence
$2,000,000 aggregate
$1,000,000 each occurrence
$1,000,000 each person
$1,000,000 each occurrence
$1,000,000 each occurrence
D. Comprehensive Umbrella Liability $1,000,000 each occurrence
$2,000,000 each aggregate
SECTION VI. COMPLIANCE WITH WORKER'S COMPENSATION LAW
Contractor shall comply with all provisions of the Indiana Worker's Compensation law, and shall,
before commencing work under this Agreement, provide the City a certificate of insurance, or a
certificate from the industrial board showing that the Contractor has complied with Indiana Code
Sections 22-3-2-5, 22-3-5-1 and 22-3-5-2. If Contractor is an out of state employer and therefore
subject to another state's worker's compensation law, Contractor may choose to comply with all
provisions of its home state's worker's compensation law and provide the City proof of such
compliance in lieu of complying with the provisions of the Indiana Worker's Compensation Law.
SECTION VII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS
Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work
eligibility status of all newly hired employees of the contractor through the Indiana E-Verify
program. Contractor is not required to verify the work eligibility status of all newly hired
employees of the contractor through the Indiana E-Verify program if the Indiana E-Verify program
no longer exists. Prior to the performance of this Agreement, Contractor shall provide to the City
its signed Affidavit affirming that Contractor does not knowingly employ an unauthorized alien in
accordance with IC 22-5-1.7-11 (a) (2). In the event Contractor violates IC 22-5-1.7 the Contractor
shall be required to remedy the violation not later than thirty (30) days after the City notifies the
Contractor of the violation. If Contractor fails to remedy the violation within the thirty (30) day
period provided above, the City shall consider the Contractor to be in breach of this Agreement
and this Agreement will be terminated. If the City determines that terminating this Agreement
Page 3 of 6
would be detrimental to the public interest or public property, the City may allow this Agreement
to remain in effect until the City procures a new contractor. If this Agreement is terminated under
this section, then pursuant to IC 22-5-1.7-13 (c) the Contractor will remain liable to the City for
actual damages.
SECTION VIII. IRAN INVESTMENT ACTIVITIES
Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in
investment activities in Iran. In the event City determines during the course of this Agreement
that this certification is no longer valid, City shall notify Contractor in writing of said determination
and shall give contractor ninety (90) days within which to respond to the written notice. In the
event Contractor fails to demonstrate to the City that the Contractor has ceased investment
activities in Iran within ninety (90) days after the written notice is given to the Contractor, the City
may proceed with any remedies it may have pursuant to IC 5-22-16.5. In the event the City
determines during the course of this Agreement that this certification is no longer valid and said
determination is not refuted by Contractor in the manner set forth in IC 5-22-16.5, the City reserves
the right to consider the Contractor to be in breach of this Agreement and terminate the agreement
upon the expiration of the ninety (90) day period set forth above.
SECTION IX. PROHIBITION AGAINST DISCRIMINATION
A. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub -contractor, or any person acting
on behalf of Contractor or any sub -contractor shall not discriminate against any employee
or applicant for employment to be employed in the performance of this Agreement, with
respect to hire, tenure, terms, conditions or privileges of employment or any matter directly
or indirectly related to employment, because of race, religion, color, sex, disability,
national origin, or ancestry.
B. Pursuant to Indiana Code 5-16-6-1, the Contractor agrees:
That in the hiring of employees for the performance of work under this Agreement
of any subcontract hereunder, Contractor, any subcontractor, or any person acting
on behalf of Contractor or any sub -contractor, shall not discriminate by reason of
race, religion, color, sex, national origin or ancestry against any citizen of the State
of Indiana who is qualified and available to perform the work to which the
employment relates;
2. That Contractor, any sub -contractor, or any person action on behalf of Contractor
or any sub -contractor shall in no manner discriminate against or intimidate any
employee hired for the performance of work under this Agreement on account of
race, religion, color, sex, national origin or ancestry;
3. That there may be deducted from the amount payable to Contractor by the City
under this Agreement, a penalty of five dollars ($5.00) for each person for each
calendar day during which such person was discriminated against or intimidated in
violation of the provisions of the Agreement; and
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4. That this Agreement may be canceled or terminated by the City and all money due
or to become due hereunder may be forfeited, for a second or any subsequent
violation of the terms or conditions of this section of the Agreement.
C. Violation of the terms or conditions of this Agreement relating to discrimination or
intimidation shall be considered a material breach of this Agreement.
SECTION X. RELEASE OF LIABILITY
Contractor hereby agrees to release and hold harmless the City and all officers, employees, or
agents of the same from all liability for negligence which may arise in the course of Contractor's
performance of its obligations pursuant to this Agreement.
SECTION XI. MISCELLANEOUS
The City agrees that Contractor owns all Intellectual Property associated with the services
provided. The City agrees that such Intellectual Property shall only be used for the personal use
of each participant attending a workshop delivered by Contractor. For the avoidance of doubt, City
agrees that it shall not use any Intellectual Property to teach its own courses and will not
disseminate it in any manner to any party other than workshop participants.
This Agreement is personal to the parties hereto and neither party may assign or delegate any of
its rights or obligations hereunder without the prior written consent of the other party. Any such
delegation or assignment, without the prior written consent of the other party, shall be null and
void. This Agreement shall be controlled by and interpreted according to Indiana law and shall be
binding upon the parties, their successors and assigns. This document constitutes the entire
Agreement between the parties, although it may be altered or amended in whole or in part at any
time by filing with the Agreement a written instrument setting forth such changes signed by both
parties. By executing this Agreement the parties agree that this document supersedes any previous
discussion, negotiation, or conversation relating to the subject matter contained herein.
This Agreement may be simultaneously executed in several counterparts, each of which shall be
an original and all of which shall constitute but one and the same instrument.
The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit
arising out of this Contract must be filed in said courts. The parties specifically agree that no
arbitration or mediation shall be required prior to the commencement of legal proceedings in said
Courts. By executing this Agreement, Contractor is estopped from bringing suit or any other action
in any alternative forum, venue, or in front of any other tribunal, court, or administrative body
other than the Circuit or Superior Courts of Wayne County, Indiana, regardless of any right
Contractor may have to bring such suit in front of other tribunals or in other venues.
Any person executing this Contract in a representative capacity hereby warrants that he/she has
been duly authorized by his or her principal to execute this Contract.
Page 5 of 6
In the event of any breach of this Agreement by Contractor, and in addition to any other damages
or remedies, Contractor shall be liable for all costs incurred by City in its efforts to enforce this
Agreement, including but not limited to, City's reasonable attorney's fees.
In the event that an ambiguity, question of intent, or a need for interpretation of this Agreement
arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption
or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any
of the provisions of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement at Richmond, Indiana, as of the
day and year first written above, although signatures may be affixed on different dates.
"CITY"
THE CITY OF RICHMOND,
INDIANA by and through its
Board of Public Works and Safety
By. ,
Vicki Robinson, President
Richard Foore, Member
"CONTRACTOR"
BAKER COMMUNICATIONS
10333 Richmond Avenue, Suite 400
Houston, Texas, 77042
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PRIVATE WORKSHOP AGREEMENT
1. REGISTRATION: City of Richmond h_ond hereafter called Client, is granted the right to attend the Workshop(s) listed on page two of this Agreement
in exchange for payment and applicable federal, state, and local taxes, if any. Client affirms that this document is the entire Agreement
between the parties, Baker Communications shall be referred to as BC in this Agreement.
2. MONEY BACK GUARANTEE: If, for any reason, the Client is not satisfied with the Workshop(s), BC will refund 100% of the Workshop(s) fees. In
order to request a refund, Client must inform the Instructor as follows:
a. For all two-day Workshops: at the conclusion of the first day
b. For all one -day Workshops: by 10 AM
Participants must leave the Workshop and leave all Workshop materials with the Instructor followed by an email request from Client for a
refund to their Account Representative within 24 business hours from their departure from the Workshop. Refunds do not release Client or
participants from any intellectual property, non -solicitation, or other obligations listed in this Agreement. Refunds are limited to only the
Workshop(s) where the terms listed on the second page of this Agreement have been met.
3. REINFORCEMENT SERVICES: Workshop participants are entitled to use Refresher Seats to attend the same Workshop(s) an unlimited number
of times in any city where BC offers the same confirmed public Workshop(s), which are currently limited to Win -Win Negotiations, Exceptional
Presentations, Consultative Selling Skills, and Time Management. Refresher Seats are limited, allocated on a first -come -first -served basis, and
are available to participants for the 12 months following their attendance at the Workshop purchased with this Agreement. Requests for
Refresher Seats must be received at least 45 days prior to the requested Workshop(s), but will not be confirmed until two weeks prior to the
Workshop date. Participants should not book travel for such a Refresher Seat until they have received their confirmation.
4. TERMS/POSTPONEMENT/CANCELLATION: Client understands that 100% of the fees shown on Section A of this Agreement are due prior to
the class date. BC accepts payments by credit card check or wire transfer. Workshop(s) dates are not guaranteed until payment is received. If a
scheduled participant is unable to attend a Workshop(s), Client may substitute another person from the Client's organization, provided that
the Client notifies BC of this change prior to the beginning of the Workshop(s). Should the Client request a postponement or cancellation of
any or all Workshop(s) listed in Section A of page 2, then Client shall have 6 months from the date of the originally scheduled Workshop(s) to
reschedule. Fees for postponed or canceled Workshop(s) are not refundable. In the case of a postponement request received by BC with less
than 60 days' notice, Client agrees to pay a 25% rescheduling fee. Postponement requests must be received in writing either by email or
physical delivery. BC and Client will jointly agree to reschedule postponed dates for the Workshop(s) once the rescheduling fees are received
by BC. If the dates for Workshop(s) listed on this Agreement have not been set at the time of signature, all amounts will be due and all
Workshop(s) shall be conducted no later than 12 months from the signature date. Past due invoices may be subject to a 10% late penalty fee
per 30 day period at BC's discretion,
S. PROPRIETARY RIGHTS: Client agrees and recognizes that BC has proprietary ownership of and/or rights to all materials, including manuals,
skill guide cards, handouts, techniques and procedures ("Information") received by Client or Client's employer and/or seminar participants,
directly or indirectly, in any manner from or through BC. Client further agrees and recognizes that such information is a valuable asset of BC's,
and is designed for use by each individual Client -designated participant during the seminar or Workshop, and only for such participants'
individual use, consumption and retention upon cornpletion of each subject Workshop/Seminar/Consulting Assignment. It is agreed that the
Information shall not be duplicated, copied or conveyed in any way to any third party or entity without the specific, written permission of BC,
nor used in any manner not contemplated within the spirit or terms of the Agreement. Client and each participant hereby agrees that the
Information shall not be reused, resold, conveyed, copied or excerpted, and that the Information shall not be returned for credit or refund.
6. NON -SOLICITATION - Client agree not to, directly or indirectly, contract with or employ any of BC's employees, affiliates, contractors or
distributors, except through BC, nor to directly or indirectly cause or entice any BC employee, contractor or distributor to violate or terminate
his or her employment, contract or affiliation with BC. Jurisdiction and Venue for all matters in this Agreement will lie exclusively in Harris
County, Texas and Texas substantive law will govern this Agreement.
7. EXPENSES FOR WORKSHOPS: Travel: Client agrees to pay for all reasonable travel, hotel and other Workshop related expenses incurred by BC
or its representative(s) in connection with the Workshop(s). In the event the Instructor cannot get home the same night as the last day of the
Workshop(s), the Client agrees to pay for the Instructor expenses for that additional night Expenses will be billed to Client in Agreement with
arrangement selected in Section A; per diem rate, not including airfare and mileage; or bill back of all Instructor submitted expenses. Client
agrees to inform BC of any per diem or travel restrictions at the time of this Agreement. If Client fails to inform BC, even by omission, of
internal per diem or travel restrictions, Client shall be responsible for actually incurred travel expenses.
B. SHIPPING: Client can elect for BC to use Client's 3ra-party shipping (e.g., FedEx) number for all shipping of materials or can elect to have BC use
BC's shipping process. In the case BC's shipping process is selected, Clients in Houston will be billed $40 per Workshop. All other Clients will be
billed $100 materials shipping charge per Workshop up to 15 students, $250 for 16-30 students, $350 for 30-50 students, and $500 for 51-100
students, per Workshop to pay for the delivery of student materials and other Workshop -related items.
9. AUDIO/VISUAL: Client agrees to provide the audio/visual equipment required for the Workshop, if any. If Client requires that BC provide such
equipment, a rental rate of $100/day will be added to Client invoice.
10. TAXES: When international tax withholdings apply that are to be paid by Client or BC, these amounts are to be absorbed by the Client. If any
taxes are to be paid directly by BC, BC shall invoice Client for reimbursement of the taxes. When there are taxes to be paid by the Client
directly or any fees to a governmental agency, these are not to be deducted from the invoiced amount from BC to Client. In a case where this
applies, the full invoice amount is due to BC.
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