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Home My Public Portal About042-2006-Summersaultrjoi.lb/1006 11:41 7659356798 SUMMERSAULT LLC PAGE 02 49�r_b�w Simmmersiaam% Database Driven Websitca Cont :zact for CONSULTING SERVICES to be provided by SUMMERSAULT, LLC to THE CITY OF RICHMOND, INDIA.NA. 1. INTRODUCTION AND DEFINITIONS This Agreement is made this 30 day of May, 2006, between The City of Richmond, Indiana ("Client"), having its principal place of business aC 50 North Fifth Street, Richmond, TN 47374 and Summersault, LLC ("Summersault"), having its principal place of business at 914 East Main Street, Richmond, Indiana 47374. In consideration of Client retaining Summersault to conduct consulting services for Client, it is agreed as follows: 2. COMPENSATION AND TERMS Client. hereby retai.ns Summersault and Summersault: hereby agrees to perform the following services: Consulting services of Summersault; as required by Client, through Jury 1, 2006. Summersault. will at various times perform services at Client's headquarters, at other Client facilities, or at Summersault faci..lities, as directed by Client. Summersault will, perform the services at various times and for various durations as directed by Client. The following fees shall apply: $100 per hour for Services requested by authorized personnel with reasonable and acceptable notice for completion during Summersault's standard operating hours, where the standard hours of Summersault. are 9 AM to 5 PM EST Monday through Friday, excluding holidays, special, events, and other periods of time when Summersault has notified the client in advance of unavailability. $150 per hour for services requested by authorized personnel on an emergency and/or "off -hours" basis, defined as any time periods outside of the standard hours and exceptions defined above. Client shall reimburse reasonable and necessary business and travel expenses actually incurred by Summersault upon submission of expense .reports with back-up documentation. All such expensea in excess of $25 and all travel, plans must be approved in advance by Client. Summersault shall provide detailed invoices and shall maintain, and provide, upon request, backup documentation for a period of one year from the date of the respective invoices. Client shall mare full payment for services within thirty days of invoice. Invoice e-mail address: _ OR: v check here to have invoices sent by postal mail zf Summersault brings a legal action to Collect any sums due under this Agreement, it shall be entitled to collect, in additi.on to all damages, its costs of collection, including reasonable attorney's fees. This Agreement shall commence on the date stated above, and shall remain in effect until all obligations under this .agreement .have been properly completed. Either party 91:1 F,� Moir') ;.it.. (2%ta1o91ii:"+�i, IN 4;";'4 .. Ph,� oe76 ) 01 -- F�v 7"F)I>.,cJ`iti..E�l' 3Ei r14rz, EYasi(rt'irr�f,,>rs;�aufr.r.tz;:t., hlie, Mission: To build and sustain corr+murnfies using the te.017oologies of the int&met. Contract No. 42— 2006 05/30/2006 11:41 7659356798 SUMMERSAULT LLC PAGE 03 to this Agreement may terminate this Agreement with or without cause by providing at Least seven days written notice to the other party. 3. WARRANTIES I;Y SUMMERSAULT Summersault represents and warrants to Client that it has the experience and ability to perform the services required by this Agreement; that it, will perform said services in a professional, competent and timely manner; that it has the power to enter into and perform this Agreement; and that its performance of this Agreement shall not infringe upon or violate the rights of any third party or violate any federal, state and municipal laws. However, Client will not determine or Exercise control as to general procedures or formats necessary to have these services meet Client's satisfaction. 4. INDlwPENDENT CONTRACTOR Summersault acknowledges that the services rendered under this Agreement shall be solely as an independent contractor. Summersault shall not. enter into any contract or commitment, on behalf of Client without prior approval.. Summersault further acknowledges that it is not considered an affiliate or subsidiary of Client, and is not entitled to any Client employment riqhts or benefits. It .is expressly understood that this undertaking is not a joint venture_ 5. CON FIDENT I.ALITY Summersault: recognizes and acknowledges that this Agreement creates a confidential relationship between Summersault and Client and that information concerning Client's business affairs, Customers, vendors, finances, properties, methods of operation, computer programs, and documentation, and other such information, whether written, oral, or otherwise, is confidential in nature. All such information concerning Client and as identified explicitly in documentation by Client is hereinafter collectively referred to as "Confidential information," 6. NON -DISCLOSURE Summersault agrees that, except as directed by Client, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever and that upon the termination of this Agreement it will turn over to Client all documents, papers, and other matter in its possession or control that relate to Client. Summersault further agrees to bind its employees and subcontractors to the terms and conditions of this Agreement, 7, (;PANT Summersault agrees that its work product produced in the performance of this Agreement shall remain the exclusive property of Client, and that i.t wil.l, not sell, transfer, publish, disclose or otherwise make the work product available to third parties without, Client's prior written consent. Any rights granted to Summersault. under this Agreement shall not affect Client's exclusive ownership of the work product. Client acknowledges that work completed pursuant to this Agreement by Summersault using ori.ginal or modified versions of existing documents, images, software, or other resources, created by SummersaulL or any third patty that KAS been made publicly and freely available prior to this Agreement, may have existing license, copyright., and ownership restrictions, and that Client is bound by these restrictions in its use of the work completed. 8. OFFICE RULES Summersault shall comply withal.) office rules and regulations, including security raq„7,rements, when on Client premises. Summersault City of Richmond ConSLOting Contract -- p. 2 of 3 05/30/2006 11:41 765935679E SUMMERSAULT LLC PAGE 04 9. CONFLICT OF INTEREST Summersault shall not offer or give a gratuity of any type to any Client employee or agent. 10. GOVERNING LAW This Agreement shall be Construed and enforced in accordance with the laws of the State of Indiana. 11. ENTIRE AGREEMENT AND NOTICE This Agreement contains the entire understanding of the parties and may not be amended without. the specific written consent of both parties. .Any notice given under this agreement shall be sufficient. if it., is in writing and if sent by Certified or registered mail. IN WITNESS WHEREOF, Client and Summersault have duly executed this Agreement as of the day and year first above written ------------------- The-C it)y of Richmond authorized nature Date ---- _ sly �� a s ault, LLC authorized agent Date Summersault — City of Richmond Consulting Contract -- p. 3 of 3