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HomeMy Public PortalAbout129-2023 - Fire - Firefighter Cancer Consulting - Training A 1 PROFESSIONAL CONSULTING SERVICES AGREEMENT THIS AGREEMENT made and entered into this 2— day of MAL, 2023 and _ referred to as [Revised] Contract No. 129-2023, 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 Firefighter Cancer Consultants, LE,C, 383 Vindale Drive, Beavercreek, Ohio, 45440 (hereinafter referred to as the "Contractor"). SECTION I. STATEMENT AND SUBJECT OF WORK City hereby retains Contractor to provide services in connection with consulting, reviewing, interviewing, evaluation, training, plan reporting, and policy binder preparation in connection with and focusing on health policies to encourage a cancer prevention mindset for the Fire Department (the "Pmject"). Contractor shall perform all services described on Contractor's proposed Agreement "Exhibit A" dated May 10, 2023, consisting of seven (7) 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. 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. 'Revised] Contract No. 129- 123 Page 1 of 7 SECTION III. COMPENSATION City shall pay Contractor at the rates quoted in the attached Exhibit A for the complete and satisfactory performance of this Agreement, provided that the total amount payable to Contractor shall not exceed Three Thousand Nine Hundred Seventy-six Dollars and Zero Cents ($3,976.00). 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 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 Page 2 of 7 • 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 Auto Liability Section 1. Bodily Injury $100,000 each person $300,000 each occurrence Section 2. Property Damage $100,000 each occurrence D. Malpractice/Errors & Omissions Insurance $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 Page 3 of 7 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 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 Page 4 of 7 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. 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 Page 5 of 7 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. 'IThe 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, FIREFIGHTER CANCER INDIANA by and through its CONSULTANTS, LLC Board of Public Works and Safety 383 Vindale Drive Beavercreek, OH 45440 By: By: Vicki Robinson, President ._r By: Printed: — - )6 L R\A( mily lmer, Member By: Title NJCr Matt Evans, Member Date: Date: APPROVED: r David Sn w, Mayor Date: Page 7 of 7 CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (the "Agreement") dated this 1001 day of May, 2023 BETWEEN Richmond Fire Department, Richmond, IN 47374 (the "Customer") -AND- Firefighter Cancer Consultants, LLC, 383 Vindale Dr. Beavercreek, OH 45440 (the "Consultant") BACKGROUND A. The Customer is of the opinion that the Consultant has the necessary. qualifications, experience and abilities to provide services to the Customer. B. The consultant is agreeable to providing such services to the Customer on the terms and conditions set out in this agreement. IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is herby acknowledged,the Customer and the Consultant (each, a "Party" and collectively the "Parties"to this Agreement) agree as follows: Services Provided 1. The customer hereby agrees to engage the Consultant to provide the Customer with services (the "Services") consisting of: o Pertinent FF Cancer Policy Review o Interviews x 4 o Station Inspections o FF Cancer Awareness, Prevention, &Support Training x 3 o Action Phin Report o Sample Policy Binder 2. Additional services may be provided upon agreement by the Parties. These services and other applicable terms will be listed in an addendum to this agreement. Term of Agreement " Li:XI-len IL PAU_ _OF_ 1 ^ ` ^ ` 3. The term of this Agreement (the ^Tern-i1 will begin oo the date of this Aorecnzeu1 and will remain in ful force and effect until the completion of the Services, SUbJect to earlier termination ao provided in this Agreement. 7bu '[ercno[this Agreement nnay be extended hyroutua| written agreement of the Parties. Performance 4. Customer agrees to cooperate with Consultant in the perfort-nance of the Services and shall provide or arrange, to provide COIISUltant with timely access to and use of Customer's facilities, equipment, employees, documents and other items or information Consultant doerns necessary and appropriate for the provision oftbc Services. ('aistorner'acknowledges that its failure to satisty such obligations Could adversely affect the Consultant's ability to provide the Set-vices in a.ccordance with the terms o[this Agreement. Currency S. f.,"xcuptasotbcrvvixeprovidcdiuLbix/\gceeoocnLxUzuoou1aryacoouoLsrcicrrcd to io this Agreement are in USD /U3 Dollars). Compensation 6. For the services rendered by the Consultant as required by this Agreement, the Customer will provide compensation (the "Compensation") to the Consultant ofa fixed amount oFS3,976.OU for completion o[the traioiug/cvaloadoo. 7. Payment is due 30 clays after the Consultant has delivered its comprehensive action plan to the Customer, Payments should only bea check arid rendered to: Firefighter Cancer Consultants LLC 5U3 \iudalcDr. BoavcrcruekUB4544U Tax ID: 47-266UJ83 O. The Compensation assLated in this Agreement does not,-include sales Lax, or other applicable duties us may lie required bylaw. /loysalcz tax arid duties required by law will be charged to the C.Ustonier in addition to the Compensation. AdditimnalCwznpcooatioo 9. TheConsultant understands that, aside from any expense reirnburscnncoLthe Compensation as provided in this Agreement will constitute the full and exclusive monetary consideration and compensation for all services performed by the Consultant and for the performance of all of the Consultant's promises and obligations under this Agreement. Provision ofExtras 10. Except as otherwise provided in this Agreement, the Custorner will not be required to provide any resources, assistance or rriaterials for use by the Consultant io providing the Services. Reimbursement of Expenses 11. In connection with providing the Services hereunder, the Consultant will only be reimbursed for the following: o N/A 12. The consultant will furnish statements and vouchers to the Customer for all such expenses. Reimbursement for expenses is due thirty days from the date a request for reimbursement is submitted to Customer by Consultant. Liquidated Damages 13. Customer acknowledges that its failure to timely pay the Compensation or reimburse Consultant for its expenses will create a financial hardship for the Consultant and incur other damages that the Parties acknowledge are difficult to ascertain. Accordingly, in the event Compensation or reimbursement is not timely paid, Customer agrees to pay a late fee equal to 5% of the total invoice amount for each month payment remains overdue,with such late fee accruing on the first day after payment is overdue. Performance Penalties 14. If the Consultant does not perform the Services within the time frame provided by this Agreement, a performance penalty will he charged as follows: o The compensation owing under this Agreement will be reduced by $100 per week that the Consultant is late in completing the services. Ownership of Materials and Intellectual Property 15. All intellectual property and related material (the "intellectual Property") including any related work in progress that is developed or produced under this Agreement, will be the property of the Consultant. The Customer is granted an exclusive limited-use license of this Intellectual Property. 16. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Consultant. Return of Property 17. Upon the expiry or termination of this Agreement,the Consultant will return to the Customer any property, documentation, records, or confidential information which is the property of the Customer. Capacity/Independent Contractor 1.8. In providing the Services under this Agreement it is expressly agreed that the Consultant is acting as an independent contractor and not as an employee or agent of Customer. The Consultant and the Customer acknowledge that this Agreement '7:EXHIBIT r—AP 73-E7-5-6—F117-1 does not create a partnership, or joint venture, between them, and is exclusively a contract for service. Notice 19. All notices,requests, demands or other communications required or permitted by the terms of this Agreement will be giving in writing and delivered to the Parties of this Agreement as follows: Richmond Fire Department 101 South 5th St. Richmond, IN 47374 Phone: (765) 983-7266 Fax: (765) 962-1808 E-mail: tbrown@richmondindiana.gov a. Firefighter Cancer Consultants, LLC 383 Vindale Dr Beavercreek, Ohio, 45440 Phone: (937) 604-3611. Fax: (937) 306-8894 E-mail: InfoPFirefighterCancerConsultants.com Or to such other address as any Party may from time to time notify the other. ldemnification 20. Each Party to this Agreement will indemnify and hold harmless the other Party, as permitted by the law, from and against any and all claims, losses, damages, liabilities,penalties, punitive damages, expenses, reasonable legal fees an costs of any kind or amount whatsoever to the extent that any of the foregoing is directly or proximately caused by the negligent or willful acts or omissions of the indemnifying Party or its agents or representatives and which result from or arise out of the indemnifying Party's participation in this Agreement. This indemnification will survive the termination of this Agreement. Limited of Liability 21. It is understood and agreed that the Consultant will not be liable to the Customer, or any employee, contractor, agent or associate of the Customer, for any mistake or error in judgment or for any act or omission done in good faith and believed to be within the scope of authority conferred or implied by this Agreement. Additional Clauses Modification of Agreement 22. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if jExt-fiefr A PAGE Li OF 1 evidenced in writing signed by each Party or an authorized representative of each Party. Time of the Essence 23. Time is of the essence in this Agreement. No extensions or variation of this agreement will operate as a waiver of this provision. Assignment 24. The Consultant will not voluntarily or by operation of law assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Customer. Entire Agreement 25. It is agreed that there is no representation,warranty, collateral agreement, or condition affecting this Agreement except as expressly provided in this Agreement. Enurement 26. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors and permitted assigns. Titles/Headings 27. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. Gender 28. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa. Governing Law 29. It is in the intention of the Parties to this Agreement that this Agreement and the performance under this Agreement, and all suits and special proceedings under this Agreement, be construed in accordance with and governed, to the exclusion of the law of ay other forum,by the laws of the State of Ohio, without regard to the jurisdiction in which any action or special proceeding may be instituted. Severability 30. In the event that any of the provisions of this Agreement are held to the be invalid or unenforceable in while or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement. Waiver 31. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions. [EXHIBIT A PAGE 5 OF 77 Force Majeure 32. Consultant shall not be liable or penalized for failure or delay in performance due to any cause beyond the reasonable control of Consultant, including, without limitation, acts of God or the public enemy; expropriation or confiscation; war, rebellion, civil disturbances, sabotage, and riots; strikes or other labor disputes; inability to obtain any local, state or federal governmental approval due to actions or omissions by any such governmental authority that were not voluntarily induced or promoted by Consultant; and floods or unusually severe weather that could not have been reasonably anticipated, fires, explosions, and earthquakes, and other similar occurrences. 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