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HomeMy Public PortalAbout113-2023 - Team Never Quits - speaking to officers PROFESSIONAL CONSULTING SERVICES AGREEMENT • /` 1— THIS AGREEMENT made and entered into this --- day of \//011e, , 2023, and referred to as Contract No. 113-2023, by and between the City of Richmond, Indiana, a municipal corporation. acting by and throtch. its Board of Public Works and Safety (hereinafter referred to as the "City") and Captain Chad Fleming d/b/a Team Never Quit, LLC, P.O. Box 1.367, Waller, Texas, 77484 (hereinafter referred to as the"Contractor"). SECTION L STATEMENT AND SUBJECT OF WORK City hereby retains Contractor to provide special and professional consultation and keynote speaking engagement servicr for the officers of the Richmond Police Department ("engagement") which services shall he performed at Lingle Hall at the Reid Health campus, and which engagement is being co-sponsored by Reid Health. The proposal of Contractor is attached hereto as Exhibit "A", which Exhibit consists of four (4) 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 IL 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. 113-2023 Page 1 of 6 SECTION ill, COMPENSATION City shall pay Contractor a total sum not to exceed Six Thousand Dollars and Zero Cents ($6,000.00) for the travel, stipend costs associated with the special keynote speaking engagement and consulting services to be performed at Lingle Hall. The Parties understand, acknowledge, and agree that Contractor's reduced speaking tee is being covered by donations from Reid Health. This Agreement shall not be construed to apply any third-party beneficiary status to any third party. SECTION IV. TERM OF AGREEMENT This Agreement shall be effective when signed by all Parties shall continue in effect until satisfactory completion of the keynote speaking engagement, currently scheduled to take place on June 22, 2023, at the above-described venue. Notwithstanding the term of this Agreement, City may.ternainate 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 suck 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. 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 Page 2 of 6 . . . 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 &Disability Requirements Statutory B. Employer's Liability $1 00,000 C. Malpractice/Errors&Omissions Insurance $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-VER1FY PROGRA.M REQUIREMENTS Pursuant to Indiana Code 22-54..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 • 22-5-1,7-1.1 (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 (3,0) 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 Page 3 of 6 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 VET. 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: 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 he deducted from the amount payable to Contractor by the City under this A.greement, 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 Page 4 of 6 . . . . . . . . 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. .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, Contracior 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:I Page 5 of 6 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, CAPTAIN CIIAD FLEMING D/I3/A INDIANA by and through its TEAM NEVER QUIT, TLC Board of Public Works and Safety P.O. Box 1367 Waller,TX 77484 By: g4.4 brhe/a6titt./ By: ct Vicki Robinson, President TERESA POORE By: Printed: Emily Palmer, Member By: Title: SENIOR BOOKING AGENT Matt Evans,Member Date: Date: JUNE 5, 2023 ( -- APPROVED: . ayor Date: Ef./9S/2o Page 6 of 6 . „ . , .. , Richmond Nice Department—Page 1 ... TEAM NEVER QUIT if ,,..SYEAOkENOAGIMENr.r AGREEMENT ...,.,,.,.,. .:„. THIS SPEAKER ENGAGEMENT..AGREEMENT (the "Agreement") is entered into as of May 18, 2023.:.!'("Effeetive Date").by and between Team Never Quit, LLC, a Richmond Police Department( Prganizatiori")1,...• ,.. , 1. Engagement. Team Never Quit Speaker — Capt. Chad Fleming ("Speaker") will - •. ,::,,-.,. deliver a speech of approximately 45-55 minutes and do a VIP Meet & Greet, and photo Op either one hour prior to the presentation or one hour after the presentation ("Presentation"). Speaker will deliver his Presentation on in Thursday, June 22, 2023, ("Speaking Date"), at the following location: Lingle Hall,'Richmond, Indiana. . . 2. Speaking Fee. Organization will pay TNQ an agreed amount of $5,000.00 ("Speaking Honorarium") plus they will book and pay for the hotel accommodations and. the ground transportation. Major Bales has agreed to a travel buyout of approximately $1000 for a first-class flight. The organization shall pay TNQ the Speaking fee upon full execution of the contract. The speaking fee must be paid in full prior to the event. 3. Travel Expense Reimbursement. The Organization has agreed to book and pay for the hotel accommodations and ground transportation for Speaker and his agent. Major Bales will pay approximately a$1,000 travel buyout to TNQ for Capt. Fleming's first-class flight. 3.1 Air Travel, Organization agrees to reimburse TNQ for the cost of transportation for Speaker including roundtrip unrestrictive first-class airfare from an airport nearest speaker to the closest airport to the Presentation, approximately a$1,000 travel buy-out. 3.2 Accommodation. Organization agrees to book and pay for one first class hotel MOM for Speaker with a king-sized bed. 3.3 Ground Transportation. Organization has agreed to book and pay for ground transportation for the speaker, They must follow the guidelines given to them by Teresa Poore, Guidelines include the speaker requires a larger vehicle, preferably an SOY or a large sedan, and only the driver and the speaker are allowed in the vehicle, no other passengers are allowed in the vehicle. The speaker will need a ride from the airport to the hotel, from the hotel to the venue, from the venue back to the hotel and from the hotel back to the airport. !EXHIBIT -------17(11 _r PAGE 1 O ___ _ . . Richmond Police Department Page 2 4, Use or TNQ Organization permission to audiotape and/or videotape the PresentationeOrganization...mayonly use the Presentation for internal purposes to further the Oigamzatioifs shall not sell, otherwise redistribute, or broadcast the Presentation onthejriternet or elsewhere, without TNQ's prior written consent. Organization may; never. uSe,T1\19kOr Speaker's name or trademarks in connection with any advertising,'Marketing, or other promotional efforts or materials without the prior written approval of TNQ, 5, No License Nothing in this Agreement is intended to grant any rights in Organization-undet any copyright, trademarks, or other intellectual property rights of Speaker or TNQ, • - • .•A 6. "'Cancellation 6.1 138K.TNQ..Af TNQ cancels the Presentation, TNQ agrees to reimburse the Organization's Speaking Fee, minus a 10% administration fee,within 10 business days of TNQ's notification to the Organization that TNQ will not deliver the Presentation. If TNQ cancels the Presentation for any reason, Organization will not be held responsible for any other expenses incurred by TNQ (including pre-purchased travel expenses), However, TNQ will do everything possible, to include but not limited to agreeing on a new date, agreeing on a different speaker for the same date, etc. TNQ will do everything possible to reschedule this event with the Organization. 6.2 By Organization, if the Organization cancels the Presentation, TNQ shall be entitled to retain the whole Speaking Fee. If the Organization cancels the Presentation, the Organization shall reimburse TNQ for any non-refundable travel expenses incurred in preparation for the Presentation. All expenses will be documented. Again, TNQ will be as flexible as possible to reschedule the date if necessary, 7. Force Majeure: In the event that either party is unable to perform its obligations under this Agreement as a result of a Force Majeure, neither party shall be liable to the other for direct or consequential damages resulting from tack of performance. "Force Majeure" shall mean fires, earthquakes, floods, acts of God, strikes, work stoppages (or other labor disturbances),riots or civil commotions, acts of terrorism or other hostilities, litigation, war or other act of any foreign nation, power of government or governmental agency or authority, or any other cause like or unlike any cause above mentioned which is beyond the control of either party. In such cases, both parties, the Speaker and the Organization will try to agree secure a different date, that they both agree on, to hold the event. If they are both unable to agree to a future date for an event, the Organization will be refunded the Speakers Fees if the Organization has already paid, minus a 20% overall administration fee. If one of them, either TNQ or the Organization, can agree on a future date, and one cannot, the one not agreeing on the date will be held liable according to 7.1 and 7.2 above. FE-XHIBIT ir PAGE 7___OTT1 Richmond Police Department—Page 3 8, Independent Contractors; No Partnership or Joint Venture. The parties do not intend their relationship to be that feint ventirrers,',partners, employer/employee, or anything other than independent centractorsas expressly stated herein. The parties have no duties to one another other than expressly stated hereinl'i 9. No Third-Party Beneficiaries. The parties to this Agreement do not intend by this Agreement to benefit Ei0f,Other*,p,arties„ There are no third-party beneficiaries to this Agreement. 10. .:1,1s/i)AsSinment. Neither party shall assign or delegate its rights and obligations under this Agreement or anypart:hereof without prior written consent of the non-assigning or non-delegating Tarty, l 1. General Provisions. 11.1 Amendments. 'this Agreement may be amended only by a written instrument executed by all parties. 11.2 Cooperation. The parties agree to do all things necessary, and to execute all further documents necessary and appropriate to carry out and effectuate the terms and purposes of this Agreement. 11.3 Entire Agreement. This Agreement is intended to constitute the entire agreement between the parties on this matter; there are no collateral agreements or representations, written or oral. 11.4 Severability. Should it ever be finally adjudicated by a court of competent jurisdiction that any term of this Agreement is unenforceable, that term shall be deemed to be deleted. However, the validity and enforceability of the remaining terms shall not be affected by the deletion of the unenforceable term. 11.5 Applicable Law. The validity, interpretation, and performance of this Agreement shall be construed and interpreted according to the laws of the State of Texas without regard to choice of law principles,regardless of the location of the Presentation, 11.6 Attorneys' Fees. Each party shall bear its own attorneys' fees and costs incurred up to, and including, the full execution of this Agreement. In any action at law or equity between the parties seeking enforcement of any of the terms and provisions of this Agreement, the prevailing party in such action shall be awarded, in addition to damages or other relief, all costs and expenses, including, but not limited, to, actual attorneys' fees, expert witness fees, and all other statutory and non-statutory costs of litigation. Such recovery shall also include all such expenses and fees to enforce any judgment and on appeal, if any. 11,7 Counterparts and Signatures. This Agreement may be executed in any number of duplicate counterparts, each of which shall be deemed to be an original and all of which shall be deemed to be one and the same document. When all parties have signed at least one such I EKHIR1T P. PAGE 30E"fl Richmond Police Department—Page 4 counterpart, this Agreement shall be deemed lolly exccuted.'The parties hereto acknowledge that they have executed this Agreement willingly and without acting'under duress, :Each person signing this Ag reement g hereby warTants.lj}at he or she has been duly authorized to do so. A signature sent by email, fax or other e,lec'troriic:,.paear}s shall:.be as binding as an original. IN WI'I NESS WHERE( , the parties to this Agreement have executed it, as of the Effective Date, "` t, Team Never Quit LLC,a Texas limited liability company: By: 'feresa Poore. Printed Name Teresa Poore Title; ;,Se iior book—zing Agent Date:: November 30, 2022 ORGANIZATIo N: Ricb and Police Department By; _ • ,. -- Print Name: - - - -r' Title: � I --_. Date: EXHIBIT L pK c