HomeMy Public PortalAbout092-2007 - COR - Kessler Auctioneering - City AuctionAGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT made and entered into this _4th _ day of October, 2007, 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 Kessler Auctioneers, 510
Greenbrier Drive, Richmond, Indiana 47374 (hereinafter referred to as "CONSULTANT").
WHEREAS, the CITY desires to receive professional auctioneering services for the purpose of
conducting the annual city auction for the City of Richmond to be held on or about Saturday,
October 13, 2007, which includes the scope of work more particularly defined by the CITY' S
Request for Proposals dated August 24, 2007 and located in the office of the City Controller of
the City of Richmond, and the CONSULTANT'S proposal dated September 14, 2007, which is
made a part of this Agreement and is attached hereto as Appendix A; and
WHEREAS, the CITY desires to engage the services of CONSULTANT to perform or furnish
said services; and
WHEREAS, CONSULTANT agrees to provide personnel necessary to accomplish said services
in a timely manner.
NOW, THEREFORE, in consideration of the terms and conditions herein, including the above
stated recitals, CITY and CONSULTANT mutually agree as follows:
Article I — Professional Engagement
CITY hereby engages CONSULTANT, as an independent contractor, to perform or furnish the
services more particularly described in Appendix A, commencing on the date of this Agreement
and CONSULTANT hereby agrees to perform or furnish as an independent contractor such
professional and related service.
CONSULTANT shall at all times be deemed an independent contractor and shall not be deemed
to be an employee, agent, servant, partner or joint venturer of CITY. CONSULTANT shall have
the exclusive supervision, direction and control of all employees, sub -consultants, employed,
contracted with, or used by, CONSULTANT in performing or furnishing services under this
Agreement, subject only to the terms herein.
Article II — Scope of Services
The scope of services performed or furnished by CONSULTANT under the terms of this
Agreement is defined in Appendix A. Duties of CONSULTANT shall not be construed to
exceed those services specifically established in Appendix A, and any additional fees associated
with services not included in Appendix A must be defined and agreed to by CITY in writing
prior to initiation of those services.
Contract No. 92-2207
Article III — Payment
CITY agrees to pay CONSULTANT, in full payment for services rendered under this
Agreement, the sum of five per cent (5%) commission on gross auction receipts, after deducting
advertising expenses, and to pay for the cost of two (2) clerking/cashiering staff to be provided
and employed by CONSULTANT, at $9.00 per hour, all in accordance with Appendix A.
Article IV — Indemnification
To the fullest extent permitted by law, CONSULTANT shall indemnify, hold harmless and
defend CITY, its commissioners, officers, directors, employees and agents from and against any
and all claims, damages, costs, losses and expenses (including but not limited to attorney's fees)
caused by, arising out of or related to the negligence (including but not limited to professional
negligence, errors, or omissions) of CONSULTANT, its partners, officers, employees, agents,
sub -consultants and sub -contractors in the performance or furnishing of services under this
Agreement, provided however, that CONSULTANT'S liability to CITY under this Article IV
shall not exceed the percentage share of such claim, damages, cost, loss and expense that the
officers, employees, agents, sub -consultants and sub -contractors bears to the total negligence of
all negligent entities and individuals determined on the basis of comparative negligence
principles.
Article V — Insurance
A. CONSULTANT shall maintain a policy of professional liability insurance,
protecting it against claims arising out of the negligent acts, errors, or omissions
for which it is legally liable in the performance or furnishing of professional
services pursuant to this Agreement.
B. CONSULTANT is required to provide CITY with Certificates of Insurance
evidencing the afore -referenced coverages and, upon CITY' S written request,
complete copies of such policies or other evidence of coverage satisfactory to
CITY shall provided to CITY. Approval or acceptance of said insurance by CITY
shall not relieve or decrease the liability of CONSULTANT hereunder.
C. CONSULTANT shall maintain such workers compensation insurance coverage
for its employees as shall be required by the State of Indiana or, if out-of-state, by
the state of its principal office.
Article VI — Default
In the event of any breach of this Agreement by CONSULTANT, and in addition to any other
damages or remedies, CONSULTANT shall be liable for all costs incurred by City due to the
enforcement of this Agreement, including but not limited to City's reasonable attorney's fees,
whether or not suit is filed.
Article VII - Non -Discrimination
Pursuant to Indiana Code 22-9-1-10, CONSULTANT, sub -consultant, or any person acting on
behalf of CONSULTANT or any sub -consultant 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.
Article VIII — 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. It shall be
controlled by Indiana law and shall be binding upon the parties, their successors and assigns. It
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.
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 suit arising
under this Contract, if any, 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.
Any person executing this Contract in a representative capacity hereby warrants that he has been
duly authorized by his or her principal to execute this Contract.
In the event that an ambiguity or 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"
THE CITY OF RICHMOND,
INDIANA, by and through
its Board of Public Works and Safety
By: S/S Vicki Robinson
Vicki Robinson, President
S/S Dian Lawson
Member
S/S Mary Jo Flood
Member
Date: October 4, 2007
APPROVED: S/S Sarah L. Hutton
Sarah L. Hutton, Mayor
Date: October 5. 2007
"CONSULTANT"
KESSLER AUCTIONEERS
By: S/S Dave Kessler
_Dave Kessler
(printed)
Title: Owner
Date: Ocotober 8, 2007