HomeMy Public PortalAbout043-2005 PROFESSIONAL SERVICES AGRPROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into this 28th day of April , 2005, 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 ad-
VANCE Associates, 3501 West Fountain City Pike, Fountain City, Indiana, 47341-9792
(hereinafter referred to as the "Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
City hereby retains Contractor to provide exclusive, independent sales representative
services relating to the "Richmond Celebrates" program, a celebration of the City of
Richmond, Indiana, Bi-Centennial. Contractor's services shall include, but not be limited
to the following, and City's obligations shall include, but not be limited to the following:
(1) Contractor shall secure sponsorships for individual activities, projects,
events, or other packages, all relating to the "Richmond Celebrates"
program;
(2) All sponsorships agreements for individual activities, projects, events, or
other packages, all relating to the "Richmond Celebrates" program, shall
be approved by either Beverly Nixon, the Chairperson of the
"Richmond Celebrates" program, David Nixon, the Co -Chairperson of the
"Richmond Celebrates" program, or Sarah L. Hutton, Mayor, City of
Richmond, Indiana;
(3) City shall be responsible for invoicing of any and all sponsors, which shall
be generated from Sponsorship Agreements provided to the City by the
Contractor; and
(4) City assumes all liability for production of all individual activities,
projects, events, printed materials, and broadcast medium for the
"Richmond Celebrates" program sold by the Contractor.
Such work shall meet all applicable professional standards. Contractor shall complete all
work in a timely manner in order to allow City sufficient time to incorporate Contractor's
services into the "Richmond Celebrates" program.
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.
Contract No. 43
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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, Indiana. The Contractor shall provide, at its own
expense, competent supervision of the work.
SECTION III. COMPENSATION
City shall pay contractor sales commissions for all sales generated by the Contractor and
collected by the City during the period of this Agreement per each individual activity,
project, event, or sponsorship package at the following rates:
(1)
$1.00 to
$1,000.00
(25%)
(2)
$1,000.01 to
$2,500.00
(20%)
(3)
$2,500.01 to
$5,000.00
(15%)
(4)
$5,000.01 to
$10,000.00
(10%)
(5)
$10,000.01 to
unlimited
($1,500.00 flat)
The Contractor shall be paid sales commissions on collections only. City shall issue
commission checks on a bi-weekly basis, with the amount of said check to be based on
the preceding two (2) week period. City shall provide a statement of commissions with
each commission check issued. Contractor shall be solely responsible and assume all
liability for payments of taxes associated with all commission checks issued.
Contractor shall not be responsible for payment of sales generated but not collected from
any sponsor.
In the event of the death of the Contractor, the Contractor's survivor and/or heir shall be
entitled to all commissions due to the Contractor from eventual collections of all sales
generated by the Contractor as of the date of the termination of this Agreement.
SECTION IV. TERM OF AGREEMENT
This Agreement shall become effective when signed by all parties and shall continue in effect
until 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
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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 by either the City or the Contractor, in whole or in part,
by mutual Agreement setting forth the reasons for such termination, the effective date, and in the
case of partial termination, the portion to be terminated.
SECTION V. 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 VI. 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:
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;
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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 VII. MISCELLANEOUS
This Agreement is personal to the parties hereto and neither party may assign or delegate
any of its rights or obligations hereunder without the prior written consent of the other
party. Any such delegation or assignment, without the prior written consent of the other
party, shall be null and void. This Agreement shall be controlled by and interpreted
according to Indiana law and shall be binding upon the parties, their successors, and
assigns. This document constitutes the entire Agreement between the parties, although it
may be altered or amended in whole or in part at any time by filing with the Agreement a
written instrument setting forth such changes signed by both parties. By executing this
Agreement the parties agree that this document supersedes any previous discussion,
negotiation, or conversation relating to the subject matter contained herein.
This Agreement may be simultaneously executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same instrument.
The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana, and any suit
arising out of this Contract must be filed in said courts. The parties specifically agree that no
arbitration or mediation shall be required prior to the commencement of legal proceedings in said
Courts. By executing this Agreement, Contractor is estopped from bringing suit or any other
action in any alternative forum, venue, or in front of any other tribunal, court, or administrative
body other than the Circuit or Superior Courts of Wayne County, Indiana, regardless of any right
Contractor may have to bring such suit in front of other tribunals or in other venues.
Any person executing this Contract in a representative capacity hereby warrants that he/she has
been duly authorized by his or her principal to execute this Contract.
In the event of any breach of this Agreement by Contractor, and in addition to any other damages
or remedies, Contractor shall be liable for all costs incurred by City in its efforts to enforce this
Agreement, including but not limited to, City's reasonable attorney's fees.
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.
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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"
THE CITY OF RICHMOND,
INDIANA by and through its
Board of Public Works and Safety
By:_S/S John Kenny
John Kenny, President
Date: April 28, 2005
APPROVED: S/S Sarah L. Hutton
Sarah L. Hutton, Mayor
Date: April 29, 2005
"CONTRACTOR"
ad-VANCE Associates
By:_S/S Loren Vance
Title: Owner
Date: April 27, 2005
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