HomeMy Public PortalAbout178-2011 - IT - Jane D. Holman - PROFESSIONALAGREEMENT
THIS AGREEMENT made and entered into this _15th day of _December , 2011 and
referred to as Contract No. 178-2011 by and between the City of Richmond, Indiana, a
municipal corporation acting by and through its Board of Public Works and Safety (hereinafter
referred to as the "City") and Jane D. Holman, 5111 Hollansburg Road, Richmond, Indiana,
47374 (hereinafter referred to as the "Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor assist the City of Richmond Department of Information
Technology with the development, update, maintenance, and training in connection with the
City's website (the "Project").
Contractor's quote for professional services dated November 15, 2011 is attached hereto as
Exhibit A and is hereby incorporated by reference and made a part of this Agreement.
Contractor agrees to abide by the same.
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.
The Contractor shall furnish all labor, material, equipment, and services necessary for the proper
completion of all services. Contractor shall exercise the same degree of care, skill and diligence
in the performance of its services as is ordinarily possessed and exercised by a member of the
same profession, currently practicing, under similar circumstances. No other warranty, express
or implied, is included in this Agreement or in any drawing, specification, report, opinion or
other instrument of service, in any form or media, produced in connection with the services.
No work or 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 its services.
Contract No. 178-2011
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SECTION III. COMPENSATION
City shall pay Contractor the quoted amount of Fifty-five Dollars ($55.00) per hour (billed on a
monthly basis) for the work performed pursuant to this Agreement, provided, however, that the
total amount of compensation Contractor shall receive pursuant to this Agreement for complete
and satisfactory performance of the work required hereunder during the 2012 calendar year shall
not exceed Six Thousand Dollars and Zero Cents ($6,000.00).
SECTION IV. TERM OF AGREEMENT
This Agreement shall become effective when signed by all parties and shall continue in effect
until December 31, 2012.
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 and proper manner its
obligations under this Agreement;
b. submission by the Contractor to the City of reports that are incorrect or incomplete 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 effective date by Contractor, but shall be relieved of any other
responsibility herein.
This Agreement may also be terminated by either the City or the Contractor, in whole or in part,
by mutual Agreement 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
Contractor agrees 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, and whether on or off City premises; 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.
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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 performance 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. 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:
1. 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
4. That this Agreement may be canceled or terminated by the City and all monies
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.
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SECTION VIII. 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 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 IX. 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 X. MISCELLANEOUS
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. It shall be
controlled by Indiana law and shall be binding upon the parties, their successors and assigns. It
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.
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 suit arising
under this Contract, if any, 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.
Any person executing this Contract in a representative capacity hereby warrants that he has been
duly authorized by his or her principal to execute this Contract.
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 due to the enforcement of
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this Agreement, including but not limited to City's reasonable attorney's fees, whether or not suit
is filed.
In the event that an ambiguity or 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:_S/S Vicki Robinson
Vicki Robinson, President
By:_S/S Dian Lawson
Dian Lawson, Member
By:_S/S Anthony L. Foster, II
Anthony L. Foster, 11, Member
Date: December 15, 2011
APPROVED: S/S Sarah L. Hutton
Sarah L. Hutton, Mayor
Date: December 16, 2011
"CONTRACTOR"
JANE D. HOLMAN
5111 Hollansburg Road
Richmond, IN 47374
By:_S/S Jane D. Holman
Printed: _Jane D. Holman
Title:
Date: December 27, 2011
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