HomeMy Public PortalAbout112-2017 - Metro - R&B Architect - Stellar Façade ProjectPROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT made and entered into this �Y�day of JT , 2017, and referred to
as Contract No. 112-2017, by and between the City of Richmond, ndiana, a municipal corporation
acting by and through its Board of Public Works and Safety (hereinafter referred to as the "City")
and R and B Architects LLC, 3202 North Meridian Street, Indianapolis, IN 46208 (hereinafter
referred to as the "Contractor").
SECTION 1. STATEMENT AND SUBJECT -OF WORK
City hereby retains Contractor to provide professional administration, historic review and
preservation, and documentation services, including, but not limited to, Historic Section 106 review
documentation and administration and coordination of exiting information and budgets between the
State Historic Preservation Officer and Richmond's Grant Administration, which services are in
connection with the Stellar Grant awarded to the City and more specifically the Stellar Fagade
Restoration Project (hereinafter referred to as the "Project") for certain downtown Richmond
properties.
The proposal of Contractor, received August 17, 2017, is attached hereto as Exhibit "A", which
Exhibit consists of three (3) pages, and is hereby incorporated by reference and made a part of this
Agreement. Contractor shall perform all work and provide all services described on Exhibit "A."
Should any provisions, terms, or conditions contained in any of the documents attached hereto as
Exhibits, or in any of the documents incorporated by reference herein, conflict with any of the
provisions, terms, or conditions of this Agreement, this Agreement shall be controlling.
Contractor shall perform all work herein in a timely manner, conforming to all applicable
professional standards.
The Contractor shall furnish all labor, material, equipment, and services necessary for the proper
completion of all work specified.
No performance of services shall commence until the following has been met:
1. The City is in receipt of any required certificates of insurance;
2. The City is in receipt of any required affidavit signed by Contractor in
accordance with Indiana Code 22-5-1.7-11(a)(2); and
3. A purchase order has been issued by the Purchasing Department.
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.
Contract No. 112-2017
Page 1 of 6
SECTION 1I1. COMPENSATION
City shall pay Contractor a total sum not to exceed One Thousand Five Hundred Dollars and Zero
Cents ($1,500.00) for complete and satisfactory performance of the work required hereunder.
Contractor will bill the City with three (3) separate invoices through the duration of the Project.
SECTION IV. TERM OF AGREEMENT
This Agreement shall be effective when signed by all parties and shall continue in effect until
completion of the Project and completion of the Section 106 Historic review documentation.
Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in part,
for cause, at any time by giving at least five (5) working days written notice specifying the effective
date and the reasons for termination which shall include but not be limited to the following:
a. failure, for any reason of the Contractor to fulfill in a timely manner
its obligations under this Agreement;
b. submission of a report, other work product, or advice, whether oral or written, by the
Contractor to the City that is incorrect, incomplete, or does not meet reasonable
professional standards in any material respect;
c. ineffective or improper use of funds provided under this Agreement;
d. suspension or termination of the grant funding to the City under which this Agreement
is made; or
e. unavailability of sufficient funds to make payment on this Agreement.
In the event of such termination, the City shall be required to make payment for all work performed
prior to the date this Agreement is terminated, but shall be relieved of any other responsibility herein.
This Agreement may also be terminated, in whole or in part, by mutual Agreement of the parties by
setting forth the reasons for such termination, the effective date, and in the case of partial
termination, the portion to be terminated.
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
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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
A. Worker's Compensation &
Disability Requirements
B. Employer's Liability
C. Comprehensive General Liability
Section 1. Bodily Injury
Section 2. Property Damage
D. Comprehensive Auto Liability
Section 1. Bodily Injury
E.
Section 2.
Umbrella Liability
Property Damage
Limits
Statutory
$100,000
$1,000,000 each occurrence
$2,000,000 aggregate
$1,000,000 each occurrence
$1,000,000 each person
$1,000,000 each occurrence
$1,000,000 each accident
$1,000,000 each occurrence
$2,000,000 each annual aggregate
F. Malpractice/Errors & Omissions Insurance $1,000,000 each claim
$2,000,000 each annual aggregate
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. If Contractor is an out of state employer and therefore
subject to another state's worker's compensation law, Contractor may choose to comply with all
provisions of its home state's worker's compensation law and provide the City proof of such
compliance in lieu of complying with the provisions of the Indiana Worker's Compensation Law.
SECTION VII. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM REQUIREMENTS
Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify the work eligibility
status of all newly hired employees of the contractor through the Indiana E-Verify program.
Contractor is not required to verify the work eligibility status of all newly hired employees of the
contractor through the Indiana E-Verify program if the Indiana E-Verify program no longer exists.
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Prior to the performance of this Agreement, Contractor shall provide to the City its signed Affidavit
affirming that Contractor does not knowingly employ an unauthorized alien in accordance with IC
22-5-1.7-11 (a) (2). In the event Contractor violates IC 22-5-1.7 the Contractor shall be required to
remedy the violation not later than thirty (30) days after the City notifies the Contractor of the
violation. If Contractor fails to remedy the violation within the thirty (30) day period provided
above, the City shall consider the Contractor to be in breach of this Agreement and this Agreement
will be terminated. If the City determines that terminating this Agreement would be detrimental to
the public interest or public property, the City may allow this Agreement to remain in effect until the
City procures a new contractor. If this Agreement is terminated under this section, then pursuant to
IC 22-5-1.7-13 (c) the Contractor will remain liable to the City for actual damages.
SECTION VIII. IRAN INVESTMENT ACTIVITIES
Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is not engaged in
investment activities in Iran. In the event City determines during the course of this Agreement that
this certification is no longer valid, City shall notify Contractor in writing of said determination and
shall give contractor ninety (90) days within which to respond to the written notice. In the event
Contractor fails to demonstrate to the City that the Contractor has ceased investment activities in Iran
within ninety (90) days after the written notice is given to the Contractor, the City may proceed with
any remedies it may have pursuant to IC 5-22-16.5. In the event the City determines during the
course of this Agreement that this certification is no longer valid and said determination is not
refuted by Contractor in the manner set forth in IC 5-22-16.5, the City reserves the right to consider
the Contractor to be in breach of this Agreement and terminate the agreement upon the expiration of
the ninety (90) day period set forth above.
SECTION IX. 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:
1. 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;
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3. 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 X. RELEASE OF LIABILITY
Contractor hereby agrees to release and hold harmless the City and all officers, employees, or agents
of the same from all liability for negligence which may arise in the course of Contractor's
performance of its obligations pursuant to this Agreement.
SECTION XI. 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 courts of Wayne County, 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. By
executing this Agreement, Contractor is estopped from bringing suit or any other action in any
alternative forum, venue, or in front of any other tribunal, court, or administrative body other than the
Circuit or Superior Courts of Wayne County, Indiana, regardless of any right Contractor may have to
bring such suit in front of other tribunals or in other venues.
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.
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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.
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. / * 14��
Vicki Robinson, President
M.
Richard Foore, Member
low
Date: N/V
APPROVED:
Da SnotMayor
Date: [) l—O�,- t '
"CONTRACTOR"
R AND B ARCHITECTS LLC
3202 North Meridian Street
Indianapolis, IN 46208
a
Printed: I I?i NT mft Kam -
Title:
Date: F. 5t• / S
Page 6 of 6
Proposal for Professional Design Services
RHM_00
City of Richmond
Attn: Jack Cruse
50 North 51h
Richmond, IN 47374
C: 765.983.7584
E: jcruse@richmondindiana.gov
Project Goal Statement
Rb The Client wishes to have Rb Architects do the historic review and preservation of 4
ARCHITECTURE buildings (5 address) in downtown Richmond, Indiana.
ERESERVAT!ON
P L A N N I N C.
!N T t R 10 R.5
Scope by Phase
• Section 106 review documentation and administration
• Coordinating existing information and budgets between SHPO and City's Grant
Administration
3202 N. Meridian Street
Indianapolis. Indiana 46208
317.636.3211
rand barchitects. corn
Additional Services
Services not listed above such as: facility programming, additional design investigations
proposed by client, scope changes that require addendum to approved drawings,
engineering sub-consultant(s), unforeseen conditions requiring additional design / re -design
during construction, as -built documentation, etc. can be performed as Additional Services,
by hourly rates here -in. Client must approve in writing the scope and amount of each
proposed Additional Service prior to commencement.
Professional Fees
Architectural
1. Historic Review
SUBTOTAL
Hourly Rates
Principal
$140.00
Architect 1
$130.00
Architect II
$120.00
Project Manager
$ 90.00
Production 1
$ 75.00
Administrative
$ 40.00
$1,500 (lump sum)
$1,500
Reimbursables
Should the Architect be asked to incur any direct costs, please notify Rb Architects of
request in writing. A cost of 15% will be added to any invoice for direct costs.
1. Estimated Rb Architects reimbursables:
a. Printing: N/A
Proposal for Professional Design Services
Potential Project Address
113
EXHIBIT PAGE J_Or e
b. Presentation: as required by owner
c. Travel: $0.55/m
d. City/State submission: as required by municipality
Contract Terms
Client Provided Information
Client agrees to provide current and accurate information in a timely manner to Architect for
the services to be performed, including but not limited to: current survey, geotechnical
information and analysis, deed(s), easement(s), covenant(s), as -built documentation, etc.
Client agrees to hold harmless the Architect from the contents of such information that
Architect did not generate and subsequent decisions made based on this evidence.
Temporary Suspension
This project may be Temporarily Suspended by Client upon five (5) business day's written
notice to the Architect. In the event of a Temporary Suspension, Architect shall be
compensated within a normal billing cycle for all services and expenses performed to the
suspension date, determined on a percentage basis of completion by phase. Should any
Professional Services be requested during this Temporary Suspension or additional Design
Costs incurred by the delay in project schedule, Additional Services may be requested by
the Architect, in accordance with those provisions here -in.
Termination
Should this project be Permanently Suspended or should either party terminate this project,
whether for alleged cause or by convenience, written notice shall be served ten (10)
business days prior to Termination. This contract terminates automatically at 5pm local time,
July 30th, 2018. At the time of Termination, Architect shall be compensated within fifteen
(15) working days for all services performed and expenses incurred to the Termination date,
determined on a percentage completion basis by phase.
Limit of Liability
Client agrees to limit the Architect's liability for Client damages to 50% the amount of the
contract fee. This limitation shall apply regardless of the cause of action or legal theory
asserted. The Architect, his/her personnel, and Sub -Consultants have no authority to
exercise any control over construction contractors or Client's other consultants. The Client
agrees that individual Construction Managers, Constructors, and Sub -Contractors are solely
responsible for jobsite safety, construction quality and the project schedule. Furthermore,
Client warrants that this intent shall be made evident in any agreement into which Client
enters on this Project.
Mediation
In resolving any conflicts that arise during or following the completion of this project, the
Client and Architect agree that all disputes between them arising out of or in relation to this
Agreement shall be submitted to non -binding mediation. The Architect and Client mutually
agree to include similar mediation provisions in all agreements entered into regarding this
Project. Upon default, Developer shall be responsible for all costs of collections, including
attorneys' fees.
Proposal for Professional Design Services
Potential Project Address
213
ETHIBIT J) _ PAGE -_q- OF-3-
Copyrights and Licenses
The Architect and Engineering Sub -Consultants shall be deemed the authors and owners of
their respective Instruments of Service (including Drawings and Specifications) and shall
retain all common law, statutory and other reserved rights, including copyrights. Upon
satisfaction of Terms here -in, the Architect grants to the Client and Client's contracted
contractors / sub -contractors a non-exclusive license to use the Architect's Instruments of
Service solely and exclusively for purposes of Construction Execution. Submission or
distribution of Architect's Instruments of Service in connection with this project is not to be
construed as publication in derogation of the reserved rights of the Architect and Sub -
Consultants.
Payments
Project Invoices are prepared bi-weekly, around the 15th and 30th of each month and due in
full net fifteen (15) calendar days following the invoice date. A finance and processing fee
(1.5% of balance) accrues monthly on Project invoice balances past their due date. A
retainage of $1,000 is requested accompanying this signed proposal, and shall be credited to
client's final invoice.
Severability
This contract is executed in and under the laws of the State of Indiana. Should any portion(s)
of this contract be found un-just or contradictory to State and Federal Laws, those portions /
terms of the contract shall be considered individually and do not constitute gross negation of
other individual portions / terms within this contract document.
I agree to the Fees and Contract Terms here -in:
Architect of Record
date
Brent Mather, Principal
Rb Architects, LLC
EXHIBIT PAGE OF
date
Proposal for Professional Design Services
Potential Project Address
313
EXHIBIT -J& PAGEOF