Loading...
HomeMy Public PortalAboutAddendum No. 1 to Contract No. 3-2020 - Health and Safety Resources - provide instruction for CPRADDENDUM THIS ADDE UM, (Number 1 to Contract No. 3-2020) is made and entered into this a21 o day of , 2020, by and between Richmond, Indiana, a municipal corporation acting thro gh its Board of Public Works and Safety with its office at 50 North 51h Street, Richmond, Indiana, 47374 (hereinafter referred to as "City"), and Health and Safety Resources, 15819 Bear Creek Road, Hagerstown, Indiana, 47346 (hereinafter referred to as "Contractor"). WHEREAS, City and Contractor entered into Contract No. 3-2020 on January 16, 2020, which Agreement retains Contractor to provide professional services in connection with as -needed training and specialized classroom instruction to civilians for EMT and CPR training; and WHEREAS, The Parties have mutually agreed that, through no fault of either of or any of the Parties, and due to the actions taken by the State of Indiana with respect to the "lock -down" measures taken as a result of the COVID-19 pandemic, the continuation and resuming of the "as -needed" classes as contemplated by the Agreement has been frustrated by said emergency measures, and the Parties have mutually agreed to terminate the Agreement as set forth within the provisions of Contract No. 3-2020 and as set forth herein. NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, including the above stated recitals, City and Contractor hereby agree as follows: The City and Contractor executed and entered into Contract No. 3-2020, on January 16, 2020, which Agreement is incorporated herein by reference. Pursuant to Contract No. 3-2020, Section IV (Term of Agreement), the Parties may wholly terminate the Agreement by setting forth a written reason for the mutual termination. The Parties have mutually agreed that, through no fault of either of or any of the Parties, the "as -needed" classes as outlined in the scope of said Agreement are unable to be continued nor restarted due to the previous implied understanding that the uninterrupted continuity of the classes and courses (or "modules") would be achieved as implied or contemplated within the Agreement. Said previous implied understanding has created a frustration of contract and has created a learning continuity issue that has resulted in the wishes of the Parties to mutually terminate the Agreement and to submit a final and complete payment to Contractor. 2. Contractor has issued its invoice dated March 8, 2020, and received by the Fire Department on May 8, 2020, which invoice is attached to this Addendum as Exhibit A and is incorporated herein by reference. Addendum No. 1 to Contract No. 3-2020 Page 1 of 4 3. The Parties have agreed that due to this frustration of the Agreement as described in this Addendum, Contractor shall be paid the total amount of Three Thousand Dollars and Zero Cents ($3,000.00) as listed on Contractor's invoice (Exhibit A) for full and complete satisfaction of the portions of the Agreement that have been performed by Contractor. The Parties have agreed that due to the frustration described in this Addendum, the Agreement is mutually terminated and considered terminated by both Parties upon final payment of the above -described amount by City to Contractor and as set forth in this Addendum. 4. The Parties further mutually agree that each of the Parties shall have no further recourse with respect to the remaining classes or modules that would have or could have been completed if not for the emergency measures put in place by the State of Indiana due to the COVID-19 pandemic. Specifically, City shall have no further payment obligations above or beyond the payment amount agreed upon and set forth in this Addendum, and Contractor shall have no further obligations to re -teach any of the classes nor modules that were not able to be completed nor any further obligations to teach any classes nor modules that had not yet occurred as of the date or dates the emergency measures were implemented, issued, or finalized. 5. The Parties have elected to terminate the Agreement for their mutual convenience and not on the basis of any default. Any claim of default or the like by either party is hereby mutually rescinded. Releases are hereby concurrently stated herein to confirm the Parties are voluntarily "walking away" from one another with respect to the contractual matters described herein, except as specifically provided in this Addendum. Contractor shall have no other right or claim to payment for work performed, additional costs, damages, or the like and the Parties specifically agree that the above -described payment is good and sufficient compensation for the work performed by Contractor prior to the actions and emergency measures taken or issued by the State of Indiana due to the COVID-19 pandemic. If or when the City determines it might resume and/or restart classes or modules, Contractor shall have no future rights or claims to payment nor any future rights with respect to any costs or damages, unless Contractor is considered under a new agreement, which shall not be guaranteed by the City nor the Fire Department. Contractor understands, acknowledges, and agrees Contractor would have no rights to be considered for any future contract or contracts that would or could be contemplated by the City or future administrations during the 2020 calendar year nor during future years. Payment as described in this Addendum is solely for services rendered by Contractor under the original Agreement and as consideration for this Addendum. Contractor agrees said final and complete payment as consideration of this Addendum is also final and complete payment rendered for the original Agreement that is mutually terminated by the Parties due to the no-fault events that occurred as a result of the COVID-19 pandemic. Page 2 of 4 6. City shall indemnify any third -party claims by students or participants of the classes or modules that may arise against Contractor specifically due to the inability of the Parties to complete the Agreement as originally contemplated except that City shall not be liable to any third -parties nor any other individuals to the extent any injury is caused due to the acts or omissions of the Contractor un- related to the inability of the Parties to complete the Agreement. This Addendum shall not be construed to apply any third -party beneficiary status to any individual. 7. The City shall remain obligated to indemnify Contractor with respect to any third -party claims and corresponding injuries, damages, losses, and expenses which may arise from City's performance of the original Agreement. 8. This Addendum constitutes the entire and final agreement between the Parties concerning the subjects of the mutual termination of the Agreement described herein. There are no other agreements, understandings, warranties, or representations among the Parties concerning the subject of this Addendum for mutual and no-fault termination. If any provision of this Addendum is held to be invalid, the remaining provisions shall remain in full force and effect. 9. This Addendum may be executed by facsimile signature and in counterparts, each of which will be deemed an original document, but all of which will constitute a single document; provided, however, that this Addendum shall not be binding on or constitute evidence of a contractual agreement between the Parties until such time as a counterpart of this Agreement has been executed by each Party and a copy thereof delivered via facsimile or e-mail transmission to the Parties. 10. Neither this Addendum, nor any of the provisions hereof can be changed, waived, discharged, or terminated, except by an instrument in writing signed by the Parties. This Addendum shall be construed as if jointly prepared by the Parties. [Signature Page to Follow.] Page 3 of 4 11. City and Contractor expressly agree that all other terms, conditions, and covenants contained in Contract No. 3-2020, shall be applicable to this Addendum, unless such term, condition or covenant conflicts with this Addendum Number 1, in which case this Addendum Number 1 shall be controlling. 12. Both Parties agree that any person executing this Contract in a representative capacity hereby warrants that he or she has been duly authorized by his -or her principal to execute this Addendum. IN WITNESS WHEREOF, this Addendum is executeq and approved by the undersigned representatives of the City and Contractor this ,9,0 day of , 2020. "CITY" THE CITY OF RICHMOND, INDIANA by and through its Board of Public Works and Safety BY: ILL* Vicki Robinson, President By: Emily Palmer, Member By: Matt Evans, Member Date: Z Z 0 Z O "CONTRACTOR" HEALTH AND SAFETY RESOURCES 15819 Bear Creek Road Hagerstown, IN 47346 BY: Robert B. Meadows, Owner Date: S \, 81 -2-0 Page 4 of 4 Invoice 3/8/20 CITY OF RICHMOND RICHMND FIRE DEPARTMENT Payable to: Health and Safety Resources, LLC 101 SOUTH 5TH STREET 15819 Bear Creek Road RICHMND, INDIANA 47346 Hagerstown IN 47346 765-983-7266 765-993-7910 EIN# 47-5303364 INVOICE FOR #3-2020 CONTRACT 3,000.00 Total Due Upon Receipt = 1 $3,000.00