HomeMy WebLinkAboutINDUSTRIAL ORGANIZATIONAL SOLUTIONS INC PROMOTIONAL PROCESS
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INDEPENDENT CONTRACTOR AGREEMENT
THIS AGREEMENT ("Agreement") is made between Augusta, Georgia, a political
subdivision of the State of Georgia (hereafter referred to as "Augusta") and
Industrial/Organizational Solutions, Inc. (hereafter referred to as "I/O Solutions, Inc."), a testing
corporation with offices at 1127 S. Mannheim Road, Suite 203, Westchester, Illinois 60154.
WHEREAS, Augusta issued a Request for Proposal, RFP Item #07-123 for promotional
assessments for the Augusta Fire Department (the "RFP"); and
WHEREAS, I/O Solutions, Inc. submitted a response to the RFP; and
WHEREAS, I/O Solutions, Inc. was notified by letter dated October 1, 2007 that it was
the successful bidder; and
WHEREAS, it is appropriate the terms of the agreement between the parties be set down
in writing.
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NOW, THEREFORE, in consideration ofthe promises contained herein, the parties agree
as follows:
I. Engagement and Duties. During the term of this Agreement, Augusta hereby
engages I/O Solutions, Inc. and I/O Solutions, Inc. hereby agrees to serve Augusta as an
independent contractor. I/O Solutions, Inc. shall be available to work at reasonable times and for
reasonable periods of time to perform the services required by Augusta and as agreed to by I/O
Solutions, Inc. in its submittal in response to RFP 07-123 (attachment I) and its subsequent
submittal in response to RFP 07-123 (attachment 2).
2. Compensation. For all services rendered by I/O Solutions, Inc. under this
Agreement, I/O Solutions, Inc. shall be paid for all duties provided under this agreement
according to the price schedule contained in attachment 3, I/O Solutions, Inc.'s Revised Cost
Proposal dated July 19, 2007. I/O Solutions, Inc. shall submit such paperwork and other
submittals that Augusta may reasonably request for partial or interim payments, including but not
evidence that work for which payment is requested has been completed to the satisfaction of
Augusta. The total cost related to work performed under RFP 07-123 shall not exceed
$99,150.00.
In addition, travel related expenses shall be reimbursed at the same rates as paid by the
State of Georgia for travel related expenses. I/O Solutions, Inc. will pay such travel related
expenses directly and will then be reimbursed within _ days after such expenses are billed
and supporting documentation is delivered to Augusta. Reimbursed travel related expenses shall
not exceed $10,600.00.
I/O Solutions, Inc.'s relationship shall be that of an independent contractor and Augusta
shall have no obligation to withhold taxes or Social Security payments from any sum paid to I/O
Solutions, Inc. under this Agreement, and I/O Solutions, Inc. agrees to indemnify and hold
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Augusta harmless for any claims asserted against Augusta for a failure to properly withhold
taxes.
3. Confidentiality. I/O Solutions, Inc. acknowledges that any information obtained
regarding the operation of Augusta, its products, services, policies or any other aspect of its
business is confidential, and shall not be revealed or disclosed to any person, company or other
entity without the written permission of Augusta.
4. Governing Law. This Agreement shall be subject to and governed according to
the laws of the State of Georgia, irrespective of the fact that either party is or may become a
resident of another state.
5. Assignment. No right or obligation hereunder may in any way whatsoever be
assigned or delegated to a third party without the express prior written consent of the other party
hereto, such consent not to be unreasonably withheld, and any attempted assignment without
such consent shall be considered null and void.
6. Venue. All claims, disputes and other matters in question between I/O Solutions,
Inc. and Augusta arising out of or relating to the Agreement, or the breach thereof, shall be
decided in the Superior Court of Richmond County, Georgia. I/O Solutions, Inc., by executing
this Agreement, specifically consents to jurisdiction and venue in Richmond County and waives
any right to contest the jurisdiction and venue in the Superior Court of Richmond County,
Georgia.
7. Indemnification by Contractor. To the extent allowable by law, I/O Solutions,
Inc. hereby agrees to defend, indemnify and hold harmless City, its Commissioners, officers,
employees, and agents from and against any and all losses, third party claims, damages,
liabilities, costs and expenses (including but not limited to all actions, proceedings or
investigations in respect thereof and any costs of judgments, settlements, court costs, attorney's
fees or expenses), caused by, relating to, based upon or arising out of any act or omission by I/O
Solutions, Inc., its directors, officers, employees, subcontractors, successors, assigns or agents of
I/O Solutions, Inc., relating to its performance under the terms of this Agreement.
8. Miscellaneous. If any provision of this Agreement is invalid or inoperative under
law, the remaining provisions of this Agreement shall continue in full force and effect. This
Agreement contains the entire agreement of the parties, and supersedes any and all previous
agreements they may have made, whether orally or in writing.
IN WITNESS WHEREOF, the parties hereto have set their hands.
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INDUSTRIALlORGANIZA TIONAL
SOLUTIONS, INC.
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Attest:
ITS:
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