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HomeMy Public PortalAbout025-2009 - Mayor - Winston - Consulting ServicesPROFESSIONAL CONSULTING SERVICES AGREEMENT THIS AGREEMENT made and entered into this _5th day of March, 2009 and referred to as Contract No. 25-2009, 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 Winston/Terrell Contractor, The Winston/Terrell Building, 1449 North Pennsylvania Street, Indianapolis, IN 46202 (hereinafter referred to as the "Contractor"). SECTION I. STATEMENT AND SUBJECT OF WORK City hereby retains Contractor to provide consulting services in connection with the Scope of Services set out below for both Contract and Client. THE CONTRACTOR'S DUTIES The Contractor will advise and represent the Client on federal relations activities in support of various City initiatives. The Contractor will perform a variety of tasks, including but not limited to: a) providing recommendations on how the City of Richmond can effectively articulate its needs for federal assistance for funding various projects; b) monitor the status of legislation that can impact the City of Richmond; c) provide support for reviews of regulatory matters and coordinate meetings with federal officials charged with the administration of federal programs and policies; d) forward information on grants and appropriations to City of Richmond officials; e) coordinate meetings with federal officials in their Washington, DC offices and/or in Indiana and f) perform other duties as assigned. The Contractor will also assist City officials with strategic advice. In addition, the Contractor agrees to be available for impromptu meetings by phone and in person when deemed necessary. The Contractor will provide timely reports for staff as designated by the Client. The Contractor agrees to provide the Client with an invoice prior to payment and acknowledges that no additional costs for ancillary work performed will be billed to the Client (i.e. reasonable travel and lodging, phone, fuel, fax, copy services, etc.). In the event that the Client requests that the Contractor perform additional duties, a budget will be determined in advance for said work and the Contractor shall maintain fiscal accountability consistent with the proposed budget. THE CLIENT'S DUTIES The Client agrees to allocate up to $3,000 per month to the Group based upon services performed at a rate of $150 per hour for a total of twenty (20) hours per month but not to exceed the total sum of $24,900 during the term of this Consultant Services Agreement. In the event that the Group works more than twenty (20) hours on projects designated by the Client and there are no unreasonable or extraordinary requests, the fee shall not exceed $3,000 per month. In months when the Group does not work a full compliment of twenty (20) hours, the Group shall be paid at the hourly rate for the number of hours worked. In addition, the Client agrees to review and initiate the possibility of increasing compensation to the Group based upon performance. The Contractor shall furnish all labor, material, equipment and services necessary for the proper completion of all work specified. No work shall commence until the City is in receipt of any required bonds and certificates of insurance, and until a purchase order has been issued by the Purchasing Department. Page 1 of 5 SECTION IL 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 the sum in an amount that shall not exceed $24,900 and pursuant to the language set forth above in Client's duties. SECTION IV. TERM OF AGREEMENT This Agreement shall be deemed effective when signed by all parties and shall continue in effect through December 31, 2009. 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 $300,000 each occurrence $300,000 aggregate Section 2. Property Damage $100,000 each occurrence D. Comprehensive Auto Liability Section 1. Bodily Injury $300,000 each person $300,000 each occurrence Section 2. Property Damage $100,000 each occurrence E. Comprehensive Umbrella Liability $1,000,000 each occurrence $1,000,000 each aggregate F. Malpractice/Errors & Omissions Insurance $500,000 each occurrence $500,000 each aggregate Page 2 of 5 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. SECTION VIL 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; 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 VIIL TERMINATION AGREEMENT At any time either party may terminate this agreement by providing a written notice to the other party. Such notice shall be sent by certified mail to the addresses set forth in this agreement and shall take effect thirty (30) days after receipt of the notice. If the Client terminates this agreement, it is their obligation to pay fees and expenses upon incurred up to the termination date of this agreement. For the City: City Attorney 50 North 5th Street Richmond, IN 47374 For Winston Terrell Group: Robin Winston 1449 Pennsylvania Avenue Indianapolis, IN 46202 Page 3 of 5 SECTION IX. CONFIDENTIALITY AND TRADE SECRETS The Client hereby agrees for itself and on behalf of each of its directors, employees and agents, to maintain the confidentially of all non-public information, reports, studies, oral advice and other documents or information provided to the Client by the Contractor. The Contractor likewise agrees that it will maintain the confidentiality of all information, reports, studies and other documents or information provided by the Client. Furthermore, if either party is compelled by the legal process to disclose any information received from the other party, it will promptly notify the other party in writing and provide such party with an opportunity to limit such production. SECTION VIIL 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 circuit or superior courts of 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. 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. Page 4 of 5 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 By:_S/S Dian Lawson Dian Lawson, Member By:_S/S Mary Jo Flood Mary Jo Flood, Member Date: March 5, 2009 APPROVED: S/S Sarah L. Hutton Sarah L. Hutton, Mayor Date: March 6, 2009 "CONTRACTOR" Winston/Terrell Contractor By:_S/S Robin Winston Robin Winston Title: President Date: March 23, 2009 Page 5 of 5