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HomeMy Public PortalAbout010-2022 - TMAP - to develop and promote remote worker recruiting strategies PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into this A J day of vat) , , 2022, and referred to as Contract No. 10-2022, 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 TMAP, LLC, 215 E 38th Street, Indianapolis, Indiana, 46205 (hereinafter referred to as the "Contractor"). SECTION I. STATEMENT AND SUBJECT OF WORK City hereby retains Contractor to provide consulting and professional services in connection with the development and execution of a remote worker recruiting strategy and in connection with the implementation of a program to generate a pool of qualified applicants from the recruiting initiative to live within the Wayne County-limits and/or the Richmond City limits (hereinafter "Project"). The proposal of Contractor, received January 3, 2022, is attached hereto as Exhibit "A", which Exhibit consists of two (2)pages, and is hereby incorporated by reference and made a part of this Agreement. Contractor shall perform all work and provide all services described on Exhibit"A." 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. Contract No. 10-2022 Page 1 of 7 SECTION III. COMPENSATION Matching funds are anticipated to be granted by the Indiana Economic Development Commission ("IEDC") in connection with a total project cost estimated at $240,000.00. The grant requires a fifty percent (50%) local match from local sources not yet identified which will be used to pay incentives and commissions. [e.g., the local match coming from Wayne County will be used to pay the incentives and commissions for individuals who decide to live in the County instead of living within the City limits.] Contingent upon the final approval of the IEDC grant and the local source matches, the Contractor will be paid a total amount not to exceed One Hundred Twenty Thousand Dollars and Zero Cents ($120,000.00) for complete and satisfactory performance of the work required hereunder and, in addition to said amount and also continent upon the final approval of the grant and matches, Contractor will be paid an amount of up to Twenty Thousand Dollars ($20,000.00) as commission. SECTION IV. TERM OF AGREEMENT This Agreement shall become effective when signed by the parties and shall continue in effect until satisfactory completion of the Project, which completion is anticipated to be on or before December 31, 2023. 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. Page 2 of 7 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. This Agreement may also be terminated by the City if a force-majeure event occurs and the results or aftereffects of said event causes the performance of this Agreement to become impossible or highly impracticable. Said event or results or aftereffects of said event would include events or effects which the parties to this Agreement could not have anticipated or controlled. Examples of a force-majeure event, or its results, would include, but would not be limited to, events such as an Act of God, an Act of Nature, an Act of Law, or an Emergency Act of Executive Enforcement of the Federal government,the State of Indiana, or local government. 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. Coverage Limits A. Worker's Compensation& Statutory Disability Requirements B. Employer's Liability $100,000 C. Comprehensive General Liability Section 1. Bodily Injury $1,000,000 each occurrence $2,000,000 aggregate Section 2. Property Damage $1,000,000 each occurrence D. Comprehensive Auto Liability Section 1. Bodily Injury $1,000,000 each person $1,000,000 each occurrence Page 3 of 7 Section 2. Property Damage $1,000,000 each occurrence E. Comprehensive Umbrella Liability $1,000,000 each occurrence $2,000,000 each aggregate F. Malpractice/Errors & Omissions Insurance $1,000,000 each occurrence $1,000,000 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 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 Page 4 of 7 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: 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 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. Page 5 of 7 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 which may arise in the course of Contractor's performance of its obligations pursuant to this Agreement. SECTION XI. 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. 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. 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. [Signature Page to Follow.] Page 6 of 7 f 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" "CONTRACTOR" THE CITY OF RICHMOND, TMAP, LLC INDIANA by and through its 215 E 38th Street Board of Public Works and Safety Indianapolis, IN 46205 • en By: `a. /GOGt/ By: (1fi c . .2c' Vicki Robinson,President By: I i Printed: iV :14A---' 12-L-rHt mily 'a ill er,Member By: Title: V Matt Evans, Member Date: /,,( 7 22. Date: 211 1 2 Z APPROVED: r _, A�= Date: of/3 i aZL Page 7 of 7 Remote Worker Recruiting - Richmond, Indiana This Agreement(Agreement) is made as of (the Effective Date) by and between the City of Richmond ("Client") who is located at 50 N. 5th St., Richmond, IN 47374, and TMap, LLC who is located at 215 E. 38th St., Indianapolis, Indiana, 46205 (TMap). TMap will work with the City of Richmond and the Indiana Economic Development Corporation to develop and execute a remote worker recruiting strategy and conduct a program to generate a pool of qualified applicants and recruit those individuals to live in Richmond or Wayne County, Indiana. Through this partnership we will: • Establish an inventory of community assets ' • Develop the marketing messaging, value proposition and relocation incentive • Quantify the value of a remote worker • Build a target pool specifically for the City and County • Execute a marketing campaign to generate highly qualified applicants • Build processes to qualify, manage and convert applicants In addition to the deliverables above, our shared objective is to achieve a goal of 20 individuals with signed agreements who relocate to Richmond or Wayne County. SERVICES PROVIDED TMap will provide the following services: • Data sourcing, scoring and storage • Data analysis and development of a value calculator • Coordinated message development for targeted talent campaigns • Project coordination provisioning of a marketing platform and CRM • Candidate engagement campaign testing and execution • Process development for the candidate experience • Performance/Results monitoring and reporting '' To ensure clear communication, TMap will request periodic meetings to update and discuss the project. COMPENSATION In consideration of the performance of the services, Client shall pay TMap $120,000. The first payment of$50,000 will be due XXX. The second payment of$70,000 will be due XXX. Client will pay TMap a $1,000 commission for each candidate from the project who relocates to live and work remotely in Richmond or Wayne County, Indiana. TERM AND TERMINATION The term of this agreement commences upon the execution of the agreement and expires upon the earlier of 2 years or when the objective of 20 relocated new residents has been achieved. Either party may terminate this agreement upon 30 days written notice to the other party at any time. OWNERSHIP OF DOCUMENTS AND MATERIALS Except for the Contractor's Intellectual Property, all documents, records, programs, applications, data, algorithms, film, tape, articles, memoranda, and other materials (the "Materials") specifically developed pursuant to or in connection with the services performed by Contractor under this Contract shall be considered "work for hire" and the Contractor hereby transfers and assigns any ownership claims to the City of Richmond so that all Materials will be the property of the City of Richmond. CONFIDENTIALITY "Confidential Information" means (i) any information regarding Client's current employees, staffing needs, or employment policies, (ii) any information concerning the existing or future products of Client; (iii) the terms of this Agreement, (iv) any software, documentation, materials or information provided to TMap by Client in order to assist TMap in performing the services; and (v) any additional information designated in writing as "confidential" by Client. Confidential Information will not include, however, any information described above to the extent any of the following may be included therein: (1) information that becomes known to the general public without breach of the non- disclosure obligations of this Agreement; (2) information that is obtained from a third party or independently developed without breach of a nondisclosure obligation and without restriction on disclosure; and (3) information that is required to be disclosed in connection with any suit, action or other dispute related to this Agreement. EXHIBIT I\ PAGE 2 ®E C TMap agrees to hold in confidence, and not to use except as expressly authorized in this Agreement, all Confidential Information and to use reasonable care to prevent the unauthorized disclosure or use of the other party's Confidential Information, both during and after the term of this Agreement. EQUAL OPPORTUNITY EMPLOYER POLICY Both the Client and TMap are Equal Opportunity Employers, and each of the parties endeavors to recruit, hire, and engage employees, independent contractors, and applicants for employment without regard to race, color, religion, age, sex, marital status, sexual preference, national origin, physical or mental disability, or veteran status. INDEMNIFICATION Each party agrees to indemnify and hold the other harmless with respect to any and all losses, damages or expenses (including reasonable attorney's fees) which either party shall sustain as a result of the other's negligent acts, errors or omissions in carrying out the responsibilities in this Agreement. The indemnified Party shall provide the indemnifying Party with prompt written notice of any such indemnification claim. The indemnifying Party shall have sole control and authority with respect to the defense and settlement of any such claim. The indemnified Party shall cooperate fully with the indemnifying Party, at the indemnifying Party's sole cost and expenses, in the defense of any such claim. The indemnifying Party shall not agree to settle any such claim that does not include a complete release of the indemnified Party from all liability with respect thereto or that imposes any liability, obligation or restriction on the indemnified Party without the prior written consent of the indemnified Party. The indemnified Party may participate in the defense of any claim through its own counsel, and at its own expense. GENERAL TERMS TMap is an independent contractor, and nothing in this Agreement will be deemed to place the parties in the relationship of employer-employee, principal-agent, partners or joint venturers. TMap will be responsible for all tax withholdings. Dispute Resolution. Any controversy, dispute or claim arising out of or relating to this contract shall first be settled through good faith negotiation. If the dispute cannot be settled through negotiation, the parties agree to attempt in good faith to settle the dispute by mediation;the mediator in such an instance shall have no authority to modify the terms of this Agreement. The mediation proceeding shall be held at a location mutually agreed to by the parties in writing. The administrative cost of the mediation and the mediator's fee shall be shared equally by the parties. If the parties are unsuccessful at resolving the dispute through mediation, the parties agree that the method of subsequent dispute resolution will be in a court of competent jurisdiction. `EXHIBIT r' PAGE -, OF .0 1 � Non-Solicitation. During the term of this agreement and for a period of one year after termination, TMap shall not contact, nor shall TMap cause to be contacted for purposes of recruiting, any current or prospective employee of Client. Governing Law. This Agreement will be governed by and interpreted under the laws of the State of Indiana, without giving effect to applicable conflicts of law principles. Survival. The provisions of the Presentation, Confidentiality, and General Terms sections shall survive the expiration or termination of this Agreement. Assignment. TMap hereby irrevocably assigns information generated in the course of this Agreement to Client. Such information includes, without limitation, resumes, contact information, and call/prospecting histories, or other written or recorded communications with prospective employees of Client. In the event that such information cannot be assigned, TMap grants to Client a fully-paid, transferable, assignable, worldwide, exclusive, perpetual license to such information. Client: By (Sign) Name: Title: TMap LLC: By (Sign) Name: Title: 1EXHIBIT