HomeMy WebLinkAboutJoe Olson (2024 Consulting Agreement for Retiree Insurance & Benefits) BPW Approved 1_24_2024INSURANCE CONSULTING AGREEMENT
This Insurance Consulting Services Agreement ("Agreement") is made between the City
of Jeffersonville, an Indiana municipal corporation by and through its Board of Public
Works and Safety, with a mailing address of 500 Quartermaster Ct., Jeffersonville,
Indiana 47150, State of Indiana ("Client")
AND
Joseph Olson, with a mailing address of principal place of business at 24 Portage
Place, City of Jeffersonville, State of Indiana ("Consultant"). The Client and Consultant
shall be known collectively as the "Parties".
WHEREAS this Agreement shall be made effective on the 1st day of January, 2024.
THE PARTIES AGREE AS FOLLOWS:
1. Services to Be Performed
Consultant agrees to perform the following services: advise and counsel the City and its
employees and retirees in reference to retiree health insurance and other retiree
benefits on an as needed basis. ("Services")
2. Payment
In consideration for the Services to be performed by Consultant, Client agrees to pay
Consultant in the following manner: $40,000.00 annually to be paid in equal monthly
installments during the course of this agreement.
Consultant shall be paid within a reasonable time after Consultant submits an invoice to
Client.
3. Expenses
Consultant shall be responsible for all expenses incurred while performing Services
under this Agreement. This includes automobile, truck, and other travel expenses;
vehicle maintenance and repair costs; vehicle and other license fees and permits;
insurance premiums; road, fuel, and other taxes; fines; radio, pager, and cell phone
expenses; meals; and all salary, expenses, and other compensation paid to employees
or contract personnel the Consultant hires to complete the work under this Agreement.
Client's Initials-Consultant's Initials-
Page 1 of 7
4. Vehicles and Equipment
Consultant will furnish all vehicles, equipment, tools, and materials used to provide the
Services required by this Agreement. Client will not require Consultant to rent or
purchase any equipment, product, or service as a condition of entering into this
Agreement.
5. Independent Contractor Status
Consultant is an independent contractor, and neither Consultant nor Consultant's
employees or contract personnel are, or shall be deemed, Client's employees. In its
capacity as an independent contractor, Consultant agrees and represents, and Client
agrees, as follows:
Consultant has the right to perform Services for others during the term of this
Agreement.
Consultant has the sole right to control and direct the means, manner, and method by
which the Services required by this Agreement will be performed. Consultant shall
select the routes taken, starting and quitting times, days of work, and order the work is
performed.
Consultant has the right to hire assistants as subcontractors or to use employees to
provide the Services required by this Agreement.
The Services required by this Agreement shall be performed by Consultant,
Consultant's employees, or contract personnel, and Client shall not hire, supervise, or
pay any assistants to help Consultant.
Neither Consultant nor Consultant's employees or contract personnel shall receive any
training from Client in the professional skills necessary to perform the Services required
by this Agreement.
Neither Consultant nor Consultant's employees or contract personnel shall be required
by Client to devote full time to the performance of the Services required by this
Agreement.
6. Business Licenses, Permits, and Certificates
Consultant represents and warrants that Consultant and Consultant's employees and
contract personnel will comply with all federal, state, and local laws requiring drivers and
other licenses, business permits, and certificates required to carry out the Services to
be performed under this Agreement.
Client's Initials-Consultant's Initials-
Page 2 of 7
7. State and Federal Taxes
Client shall not: Withhold FICA (Social Security and Medicare taxes) from Consultant's
payments or make FICA payments on Consultant's behalf; Make state or federal
unemployment compensation contributions on Consultant's behalf; or Withhold state or
federal income tax from Consultant's payments.
Consultant shall pay all taxes incurred while performing Services under this
Agreement—including all applicable income taxes and, if Consultant is not a
corporation, self-employment (Social Security) taxes. Upon demand, Consultant shall
provide Client with proof that such payments have been made.
8. Fringe Benefits
Consultant understands that neither Consultant nor Consultant's employees or contract
personnel are eligible to participate in any employee pension, health benefits, vacation
pay, sick pay, or other fringe benefit plan of Client.
9. Unemployment Compensation
Client shall make no state or federal unemployment compensation payments on behalf
of Consultant or Consultant's employees or contract personnel. Consultant will not be
entitled to these benefits in connection with work or Services performed under this
Agreement.
10. Workers' Compensation
Client shall not obtain workers' compensation insurance on behalf of Consultant or
Consultant's employees. If Consultant hires employees to perform any work under this
Agreement, Consultant will cover them with workers' compensation insurance to the
extent required by law and provide Client with a certificate of workers' compensation
insurance before the employees begin work.
11. Insurance
Client shall not provide insurance coverage of any kind for Consultant or Consultant's
employees or contract personnel. Consultant shall obtain the following insurance
coverage and maintain it during the entire term of this Agreement:
12. Indemnification
Consultant shall indemnify and hold Client harmless from any loss or liability arising
from performing Services under this Agreement.
Client's Initials-Consultant's Initials-
Page 3 of 7
13. Term of Agreement
This agreement will become effective on the Effective Date after being signed by both
parties and will terminate on the earlier of the date Consultant completes the Services
required by this Agreement or the Client or Consultant terminates this Agreement in
accordance with Section 14.
14. Terminating the Agreement
With reasonable cause, either Client or Consultant may terminate this Agreement,
effective immediately upon giving written notice. Reasonable cause includes: A material
violation of this Agreement; Any act exposing the other party to liability to others for
personal injury or property damage; or Either party terminating this Agreement at any
time by giving thirty (30) days' written notice to the other party of the intent to terminate.
15. Exclusive Agreement
This is the entire Agreement between Consultant and Client.
16. Modifying the Agreement
This Agreement may be modified only in writing and signed by both parties.
17. Resolving Disputes
If a dispute arises under this Agreement, any party may take the matter to Indiana state
court, jurisdiction of the county of Clark. The prevailing party shall be entitled to
payment by the other party for costs including attorney fees associated to the litigation.
18. Confidentiality
Consultant acknowledges that it will be necessary for Client to disclose certain
confidential and proprietary information to Consultant in order for Consultant to perform
duties under this Agreement. Consultant acknowledges that disclosure to a third party
or misuse of this proprietary or confidential information would irreparably harm Client.
Accordingly, Consultant will not disclose or use, either during or after the term of this
Agreement, any proprietary or confidential information of Client without Client's prior
written permission except to the extent necessary to perform Services on Client's
behalf.
Consultant acknowledges that any breach or threatened breach of Section 18 of this
Agreement will result in irreparable harm to Client for which damages would be an
inadequate remedy. Therefore, Client shall be entitled to equitable relief, including an
injunction, in the event of such breach or threatened breach of Section 18 of this
Client's Initials-Consultant's Initials-
Page 4 of 7
Agreement. Such equitable relief shall be in addition to Client's rights and remedies
otherwise available at law.
19. Proprietary Information.
The product of all work performed under this Agreement ("Work Product"), including
without limitation all notes, reports, documentation, drawings, computer programs,
inventions, creations, works, devices, models, works-in-progress, and deliverables will
be the sole property of the Client, and Consultant hereby assigns to the Client all right,
title, and interest therein, including, but not limited to, all audiovisual, literary, moral
rights and other copyrights, patent rights, trade secret rights, and other proprietary rights
therein. Consultant retains no right to use the Work Product and agrees not to challenge
the validity of the Client's ownership in the Work Product.
Consultant hereby assigns to the Client all right, title, and interest in any and all
photographic images and videos or audio recordings made by the Client during
Consultant's work for them, including, but not limited to, any royalties, proceeds, or
other benefits derived from such photographs or recordings.
The Client will be entitled to use Consultant's name and/or likeness use in advertising
and other materials.
20. No Partnership
This Agreement does not create a partnership relationship. Consultant does not have
authority to enter into contracts on Client's behalf.
21. Assignment and Delegation
Consultant may not assign or subcontract any rights or delegate any of its duties under
this Agreement without Client's prior written approval.
22. Applicable Law
This Agreement shall be governed under the laws in the State of Indiana, without giving
effect to conflict of laws principles.
23. Attachments.
There are no additional atta m n s or add ndums to this Agreement.
24. Signature Area
Client's Signature
Client's Initials-Consultant's Initials- . U
Page 5 of 7
Print Name c h 50c
Consultant's Sig natur A1/6Date /
CC
Print Nam O 0 Jn r )
Name of Company Title of Signer
Taxpayer ID Number (EIN)
Client's Initials-Consultant's Initials-
Page 6 of 7