HomeMy WebLinkAboutPPA Consutling Contract (BPW Approved 12/20/23) City of Jeffersonville
Government Contract Coversheet
Please note: All information MUST be completely filled out and submitted to Clerk's Office
within 48 hrs of execution.
Date Submitted to Clerk:
Department: Police
Vendor Name: Parker Public Affairs, LLC
Sign Date: 12/20/2023
Ending Date:
Amount of Original Contract: $7,200.00
Is this an amendment or change order
to original contract? Yes or No
Amended Contract Amount:
Purpose: Parker Public Affairs consulting contract
For Clerk's Office to fill out
Date uploaded to Gateway:
Parker Public Affairs, LLC •
Consulting Contract
This Service Agreement is being entered into by Jeffersonville Police Department ("Client") and
Parker Public Affairs, LLC ("Consultant") on the 1st day of January 2024.
1. Work to be Performed. See Attachment A for scope of work.
2. Compensation.
Client shall pay Consultant a flat fee of $600 per month billed monthly for the project and term
described below. Payment shall be made within 15 days of invoice issue date for the duration of
the agreement.
3. Term and Termination. The term of this agreement shall be for the period of one year.
Either party to this agreement may terminate the agreement for any reason with thirty (30) days
written notice. The parties agree that the only remedy for breach of this agreement is
termination of the agreement.
4. Independent Contractor Relationship. Consultant's relationship with Client will be that of
an independent contractor, and nothing in this Agreement is intended to, or should be construed
to, create a partnership, agency, joint venture, or employment relationship. No part of
Consultant's compensation will be subject to withholding by Client for the payment of any social
security, federal, state, or any other employee payroll taxes.
5. Ownership of Work Product. Consultant agrees that all work product developed by her
alone or in conjunction with others in connection with the performance of services pursuant to
this Agreement is and shall be joint property of Consultant and Client. Work product includes but
is not limited to reports, graphics, presentations, memoranda, slogans, and taglines affiliated
with Client.
6. Confidentiality.
6.1 Definition of Confidential Information. "CONFIDENTIAL INFORMATION" as used
in this Agreement shall mean any and all technical and non-technical information including
patent, copyright, trade secret, proprietary information, computer files, and client
information related to the past, current, future, and proposed services of Client and
includes, without limitation, Client property, and Client's information concerning customers,
research, financial information, purchasing, business forecasts, sales and merchandising,
and marketing plans and information.
6.2 Nondisclosure and Nonuse Obligations. Consultant agrees to protect the
confidentiality of all Confidential Information and, except as permitted in this section,
Consultant shall neither use nor disclose the Confidential Information. Consultant may use
the Confidential Information solely to perform consulting services under thisAgreement for
the benefit of Client.
6.3 Exclusion from Nondisclosure and Nonuse Obligations. Consultant's obligations
under Section 6.2 ("NONDISCLOSURE AND NONUSE OBLIGATIONS") with respect to
any portion of the Confidential Information shall not apply to any such portion that
Consultant can demonstrate (a) was in the public domain at or subsequent to the time
such portion was communicated to Consultant by Client;(b)was rightfully in Consultant's
possession free of any obligation of confidence at or subsequent to the time such portion
was communicated to Consultant by Client; or (c) was developed by Consultant
independently of and without reference to any information communicated to Consultant by
Client.Adisclosure of Confidential Information by Consultant, either(i)in response to a
valid order by a court or other governmental body, (ii)otherwise required by law, or(iii)
necessary to establish the rights of either party under this Agreement, shall not be
considered a breach of this Agreement or a waiver of confidentiality for other purposes,
provided, however,that Consultant shall provide prompt written notice thereof to Client to
enable Client to seek a protective order or otherwise prevent such disclosure.
7. General Provisions.
7.1 Governing Law.This Agreement shall be governed in all respects by the laws of the
United States of America and by the laws of the State of Indiana. Each of the parties
irrevocably consents to the exclusive personal jurisdiction of the federal and state courts
located in Indiana, as applicable,for any matter arising out of or relating to this Agreement,
except that in actions seeking to enforce any order or any judgment of such federal or state
courts located in Indiana, such personal jurisdiction shall be nonexclusive.
7.2 Indemnity.Consultant shall defend,indemnify and hold the Client harmless from any
and all claims, injuries, damages, losses or suits including attorney fees, arising out of or
resulting from the acts, errors or omissions of the Consultant in performance of this
Agreement, except for claims, injuries and damages caused by the sole negligence of the
Client.
7.3 Severability. If any provision of this Agreement is held by a court of law to be illegal,
invalid,or unenforceable,(a)that provision shall be deemed amended to achieve as nearly as
possible the same economic effect as the original provision, and(b)the legality,validity,and
enforceability of the remaining provisions of this Agreement shall not be affected or impaired
thereby.
CLIENT NSULTANT
By: h okn Parker Armstrong
President
�cf r-- Parker Public Affairs, LLC