HomeMy Public PortalAbout151-2023 - Fire - IAFF - Pier Support Training PROFESSIONAL CONSULTING SERVICES AGREEMENT
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THIS AGREEMENT made and entered into this a.‘-1, day of , 2023, and
referred to as Contract No. 151-2023, by and between the City of ichmond, Indiana, a
municipal corporation acting by and through its Board of Public Works and Safety (hereinafter
referred to as the "City") and the International Association of Fire Fighters (IAFF), 1750 New
York Avenue NW, Washington, D.C., 20006 (hereinafter referred to as the "Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor to provide services in connection with consulting, training, course •
presentation, and support services for career firefighters in connection with the IAFF Peer
Support Training Program course for the Richmond Fire Department which includes, but is not
limited to, course training with a focus on active listening skills, suicide awareness and
prevention, and crisis intervention (the "Project"). Said training shall be conducted at the Izzy
David Edelman Police and Fire Training and Physical Fitness Center located at 1740 South 8th
Street on November 14, 2023, and November 15, 2023. Contractor shall peiform all services
described on Contractor's proposed Agreement "Exhibit A" dated received August 4, 2023,
consisting of six (6)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.
Contract No. 151-2023
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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 a total amount not to exceed Nine Thousand Dollars and Zero Cents
($9,000.00) for satisfactory performance of this Agreement.
SECTION IV. TERM OF AGREEMENT
This Agreement shall be effective when signed by all parties and shall continue in effect until
satisfactory completion of the Project.
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 Nasons for such termination, the effective date, and in the case of partial
termination,the portion to be terminated.
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This Agreement may also be terminated by the City if a force-majeure event occurs and the
result's 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
Section 2. Property Damage $1,000,000 each occurrence
E. Comprehensive Umbrella Liability $1,000,000 each occurrence
$2,000,000 each aggregate
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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-Vezrify
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 rminated 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-
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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.
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.
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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 supersede§ 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.]
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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, INTERNATIONAL ASSOCIATION OF
INDIANA by and through its FIRE FIGHTERS (IAFF)
Board of Public Works and Safety 1750 New York Avenue NW
Washington, DC 20006
By: /2/.
/Zal: /i/U4.4)14 By:
Vicki Robinscn, President
Printed: Edward A. Kelly
By:
Emily Pd mer,Member
By Title: General President
:
Matt Evans, Member
Date: Date: 9/21/2023
APPROVED
id M. nowMayor
(98/ Z
Date:
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This Agreement ("Agreement") is made on , 2023 by and between the
INTERNATIONAL ASSOCIATION OF FIRE FIGHTERS (the "IAFF"), a 501(c)(5) non-profit
organization with a principal place of business at 1750 New York Avenue, NW Washington,
D.C. 20006 and Richmond Fire Department, organized and existing under the laws of
Indianna, with a business address of 101 South 5'1' St., Richmond IN., 47374.
WHEREAS, the IAFF has developed and teaches the IAFF Peer Support Training Program;
WHEREAS, Richmond Fire Department desires to provide the IAFF Peer Support Training
Program to its members;
NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements
contained herein, the parties agree as follows:
Article 1 The IAFF shall provide the IAFF Peer Support Training Program course
("Course" or"IAFF Peer Support Training") to Richmond Fire
Department("Host Site") members as provided in this Agreement. The
dates of the IAFF Peer Support Training shall be November 14-15, 2023.
The Host Site will be consulted on all details before the dates are finalized.
The IAFF Peer Support Training is a two-day course and provides the
knowledge and skills needed to (1) serve as a Trained Peer Supporter and
• (2) build a peer support program.
The IAFF Peer Support Training focuses on active listening skills, suicide
awareness and prevention, crisis intervention, referrals to local resources,
and relationships with local behavioral health providers. Courses will be
taught by IAFF Peer Support Training Master Instructors. The course will
begin at 8:00 am and end at 4:00 pm on most days provided that all of the
learning objectives for that day are covered. One hour will be given for
lunch. The course will be taught using small group learning methods and
skill-building activities, which encourages student participation.
Participants who attend the two-day training and complete the IAFF online
Behavioral Health Awareness course are considered to be IAFF Trained
Peer Supporters. Individual certificates will be awarded once participants
complete the final online training evaluation.
Article 2 Richmond Fire Department will be a host site for up to 30 participants,
and Richmond Fire Department shall pay a fixed fee of$9,000 in U.S.
funds ('Tee").
The IAFF shall provide all the required training manuals and resource
materials.
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Payment must be received 30 days prior to the start of the course. If
Payment is not received prior to the start of the course, Instructors will not
be permitted to provide the training.
If Richmond Fire Department does not have 30 participants, it may also
consiCier contacting neighboring IAFF affiliates and departments to seek
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additional participants. In these cases, the Host Site may collect pro-rated
registration fees from added participants to offset the training cost.
The Fee provides for two IAFF Peer Support Master Instructors, student manuals
and any handouts, guidance on meeting logistics, sample publicity materials (if
requested), and access to the IAFF online behavioral health course and the library
of program development materials.
The Fee shall include shipping of any materials necessary to teach the
Course and all travel-related expenses for Course Instructors (including
airfare, hotel accommodations, and ground transportation).
Payment shall be by check, money order, or credit card (VISA or
MasterCard only). Checks or money orders, in U.S. funds, shall be made
payable to: I.A.F.F.
The course fee is non-refundable.
Article 3 Richmond Fire Department shall provide a facility ("Course Site") to the
IAFF to teach the Course at no charge to the IAFF. The Course Site used
to conduct IAFF Peer Support Training shall meet the following
requirements:
• Desks and chairs to seat a minimum of 30 students.
• The classroom must be free of distractions and at a comfortable
temperature for the students.
• LCD projector, computer with external speakers to utilize with
the projector, printer, copy machine, and one dry erase board or
easel pad shall be provided.
Article 4 Once a workshop date is scheduled, the class cannot be postponed due to a
lack of registrants. The workshop may only be postponed or canceled due
to the occurrence of any circumstance beyond the control of either party--
such as acts of God, war, government regulations, natural disaster, strikes,
civil disorder, or curtailment of transportation facilities— to the extent that
such circumstance makes it illegal or impossible to perform under this
Agreement. If a class is postponed under this Article, the Host Site can
reschedule a future date. The IAFF will not be responsible for refunding
any expenses incurred by the Host Site or any other individual or entity
should a postponement or cancellation occur under this Article. .
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Article 5 To ensure that the IAFF Peer Support Training Program is being delivered
properly and only as intended by the TAFF, the IAFF Peer Support
Trainiag Program can only be delivered by IAFF Master Instructors. Any
use of the IAFF Peer Support Training Program that is inconsistent with
this Agreement is a violation of the IAFF copyright on this IAFF Peer
Support Training Program.
Article 6 Each party will indemnify, defend, and hold the other harmless from any loss,
liability, costs, or damages arising from actual or threatened claims resulting from
its breach of this Agreement or the negligence, gross negligence, or intentional
misconduct of such party or its officers, directors, employees, agents, or
participants. Neither party will be liable for punitive damages. IAFF will not be
held liable for damages arising from program cancellations or delays due to local,
state, or provincial restrictions as a result of a pandemic or other health or safety
related emergency.
If the LkFF is found liable by an arbitrator or court of competent jurisdiction to
Richmond Fire Department(or to any others for whom Services are provided) for
an action under this Agreement, or otherwise in connection with the Services, for
loss or damage to which any other persons have also contributed, the IAFF's
liability to Richmond Fire Department will be several, and not joint and several
with such others, and will be limited to the IAFF's fair share of that total loss or
damage,based on the IAFF's contribution to the loss and damage relative to the
others' 'contributions. No exclusion or limitation on the liability of other
responsible persons imposed or agreed at any time will affect any assessment of
the IAFF's proportionate liability hereunder, nor will settlement of or difficulty
enforcing any claim, or the death, dissolution, or insolvency of any such other
responsible persons or their ceasing to be liable for the loss or damage or any
portion thereof, affect any such assessment.
Article 7 The Co_irse, and any written,printed, graphic, or electronically or
magnetically recorded information developed in accordance with this
Agreement, shall be the sole and exclusive property of the IAFF. In
addition, any written, printed, graphic, or electronically or magnetically
recorded information furnished by the IAFF for use in carrying out the
provisions of this Agreement are the sole property of the IAFF. The IAFF
owns the proprietary rights to this Program. This proprietary and
confidential information includes, but is not limited to, Course Materials,
client lists,marketing information, and information concerning the IAFF's
employees, donors, benefactors, products, services,prices, operations, arid
subsidiaries not otherwise available in the normal course of events.
Richmond Fire Department will keep this information in the strictest
confidence and will not disclose it by any means to any person except with
the IAFF's written approval, and only to the extent necessary to perform
under this Agreement. This prohibition also applies to Richmond Fire
Department's employees and agents,
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TEXHIBIT A PAGE 3 OFS1
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Article 8 The IAFF has copyrighted the IAFF Peer Support Training Program in
order to prevent unauthorized use of this Course. The IAFF owns the
• exclusive right to reproduce copies of the IAFF Peer Support Training
Program; to prepare derivative works from the IAFF Peer Support
Training Program; to distribute the IAFF Peer Support Training Program
to the public; and to publicly display this work. The copyright on the IAFF
Peer Support Training Program is registered with the United States
Copyright Office. Because of this registration, the IAFF may invoke
certain remedies in a lawsuit for copyright infringement. These remedies
include actual damages, injunction, any profits realized by the infringer,
and statutory damages, including attorneys' fees and litigation costs. The
IAFF's copyright on the IAFF Peer Support Training Program is also
afforded complete protection in Canada pursuant to the Universal
Copyright Convention. The IAFF reserves all rights under United States,
Canadian, and international law for copyright infringement and for any
illegal use, distribution, copying, and creation of derivative works that are
not allowed by this Agreement. The IAFF may invoke certain remedies in
a lawsuit for copyright infringement. These remedies include actual
damages, injunction, any profits realized by the infringer, and punitive
damages.
This copyright protection extends to any derivative peer support training
program that is "substantially similar" to the IAFF Peer Support Training
Program. The IAFF does not grant a license for the creation of derivative
works, or works that are based on whole or in part on the Peer Support
Training Program. This includes works that are written as well as oral.
While the IAFF may permit the reproduction and reprinting of the IAFF
Peer Support Training Program materials upon request,this does not
authorize the Host Site to reprint or reproduce, in whole or in part, the
IAFF Peer Support Training Program materials. Specific, written
permission is necessary from the IAFF in order to reprint or reproduce the
Peer Support Training Program. The IAFF reserves all rights and remedies
for copyright infringement for any illegal use, distribution, copying, or
creation of derivative works that are not covered by this Agreement.
The IAFF is entitled to and will institute legal action against any
infringement of its exclusive rights. The remedies for copyright
infringement include obtaining an injunction to prevent further
infringement and to ensure the destruction of unauthorized copies. They
also include the recovery of any damages suffered by the TAFF, recovery
of the profits of the infringer, and the recovery of attorneys' fees and costs
of the litigation.
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[EXHIBIT ,j3AGE LLPF 1;1
Article 9 Any notices required to be given under this Agreement by either party to
the other must be effected in writing by personal delivery, or by mail,
registered or certified postage prepaid with return receipt requested (or
delive:y by private carrier, e.g., UPS, FedEx, with signature required).
Mailed notices must be addressed to the parties at the addresses appearing
in the I'ntroduCtory paragraph of this Agreement, but each party may
change the address by giving written notice in accordance with this
paragraph. Notices delivered personally will be deemed communicated as
of actual receipt; mailed notices will be deemed communicated as of the
day of receipt or the fifth day after mailing, whichever occurs first.
Article 10 If any provision of this Agreement is: (i) held by an arbitrator or a court of
competent jurisdiction to be invalid, void, or unenforceable, or (ii)
invalidated by state law enacted after the parties entered into this
Agreement, the remaining provisions will continue in full force and effect
without being impaired or invalidated in any way.
Article 11 The delay or failure of any party at any time to exercise any right or to
seek any remedy available to the party under this Agreement, or to take
any action against any breach or failure by the other party, shall not be
construed to be a waiver of such right or remedy or of the right to take
action against such breach or any other breach or to exercise any other
right,power, or privilege.
Article 12 Richmond Fire Department is an independent entity, and neither
Richmond Fire Department nor its agents or employees shall be
considered employees or agents of the IAFF. This Agreement does not
constitute and shall not be construed as creating a joint venture or
partnership between the IAFF and Richmond Fire Department. This
Agreement shall not be construed as authority for either party to act for the
other party in any agency or other capacity or to make commitments of
any kind on the account of or on the behalf of the other, except to the
extent ad for the purposes provided herein.
Article 13 This Agreement will be governed by and construed in accordance with the
laws of the District of Columbia. The parties agree that each has drafted
and reviewed this Agreement and that the normal rule of construction to
the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of this Agreement or any
revision or exhibit to this Agreement.
Article 14 This Agreement constitutes the entire understanding of the parties
concerning the underlying subject matter. This Agreement supersedes any
and all prior agreements, either oral or written, between the parties and
contains all of the representations, covenants, and agreements between the
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LB,T11- PAGE .57.0-P 7-91
parties. Each party to this Agreement acknowledges that no
representations, inducements,promises, or agreements, orally or
otherwise,have been made by any party, which is not contained in this
Agreement, and that no other agreement, statement, or promise not
contained in this Agreement will be valid or binding. Any modification of
this Agreement will be effective only if it is in writing and signed by the
parties.
Article 15 The Articles and other headings contained in this Agreement are meant to
organize the document and shall not affect in any way the meaning or
interpretation of the terms of this Agreement.
Article 16 Each person signing below on behalf of any entity hereby represents,
warrants, and covenants that he/she does so with full and complete
authority to so bind the party on whose behalf he/she is signing, to each
and every obligation set forth in this Agreement. This Agreement is:
Executed at (city),_ (state), on (date).
THE INTERNATIONAL ASSOCIATION OF FIRE FIGHTERS
By: .°a,-,./4C-4.4— (Signature)
__Edward A. Kelly_ (Printed name)
General President (Title)
Richmond Fire Depa• ent,Richmond, Indianna
By:
'N•Ni:' (Signature)
(Printed Name)
--c0c (Title)
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