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HomeMy Public PortalAbout151-2023 - Fire - IAFF - Pier Support Training PROFESSIONAL CONSULTING SERVICES AGREEMENT `21-1 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 Page 1 of 7 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. Page 2 of 7 • 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 Page 3 of 7 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- Page 4 of 7 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. Page 5 of 7 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.] Page 6 of 7 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: Page 7 of 7 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. 1 --CPAGE 1-0F_Lal 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 • 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. . 2 Pi PAGE L PF 6)-1 L° 0" • 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, 3 TEXHIBIT A PAGE 3 OFS1 , . 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. 4 [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 5 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) 6