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.
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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
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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
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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.
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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 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
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