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HomeMy Public PortalAbout005-2021 - Sanitation - BBFCS - Walt Chidester . AGREEMENT FOR LEGAL SERVICES This Agreement is entered into this day of January, 2021, by and between the City of Richmond, Indiana, through its Richmond Sanitary District Board of Sanitary Commissioners (hereafter "RSD") and the law firm of Boston Bever Forrest Cross & Sicicmann (hereafter "the Firm"). WITNESSETH: WHEREAS, the RSD has the need to retain legal counsel to also provide advice, services, and assistance to the RSD and to its management staff employees; and WHEREAS, the Indiana Code and Richmond Code authorize the direct purchase of legal services without competitive bidding or other process; and WHEREAS, the parties believe that the Firm can provide the necessary advice, services and assistance to RSD and its management staff employees; and WHEREAS, the City, through its Board of Sanitary Commissioners, desires to enter into a contract for the purchase of legal services from the Firm as set forth below. NOW, THEREFORE, in consideration of the terms and conditions contained herein, including the above stated recitals, the parties agree as follows: A. TERM OF AGREEMENT This Agreement shall be effective beginning January 1, 2021, and ending December 31, 2021, and may be extended by mutual agreement on a period to be subsequently determined. Notwithstanding such term, either party may terminate, for any reason, this Agreement prior to such time, with thirty (30) days prior written notice. Notwithstanding the term of this Agreement, RSD 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 Firm to fulfill in a timely manner its obligations under this Agreement; Contract No. 5 -2021 2 b. submission of a report, other work product, or advice, whether oral or written, by the fine to the RSD that is incorrect, incomplete, or does not meet reasonable professional standards in any material respect;and c. unavailability of sufficient funds to make payment on this Agreement. In the event of such termination, the RSD 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 by either the RSD or the Firm, in whole or in part, by mutual Agreement setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated. B. COMPENSATION In consideration for the services to be provided herein, the Firm shall be paid the sum of Twenty-Three Thousand Six Hundred Forty-One Dollars and no cents ($23,641.00), payable in the amount of Nine Hundred Nine Dollars and no cents ($909.00) every two weeks for Twelve (12) hours of work in each two week period for 25 pays and Nine Hundred Sixteen Dollars and no cents ($916.00) on the 26th pay,with said days of work to be determined by the Firm. In the event this Agreement is terminated by either party prior to December 31, 2021, as provided herein, this sum shall be pro-rated to the date of termination. All invoices for services hereunder shall be submitted by the Firm in the name of, and reported for state and federal tax reporting purposes under the federal identification number of, the law firm of Boston Bever Forrest Cross & Sickmann, of which Walter S. Chidester is a partner. C. DUTIES OF ENGAGEMENT The Firm shall use Walter S. Chidester,a partner in the Firm,as its attorney for representing the Richmond Sanitary District of the City of Richmond, Indiana. In the absence or unavailability of Walter S. Chidester to represent the Richmond Sanitary District, Andrew J. Sidman, a partner in the Firm, shall be the attorney of the Firm to represent the Richmond Sanitary District. The Firm's work shall include,but not be limited to,contract work, employment agreements, real estate matters, consultation with 3 RSD management staff officials, legal research, drafting and preparing ordinances, agreements and contracts, giving legal advice for and on behalf of the RSD. Other types of services may be performed by Attorney but will be at additional charges to RSD and not covered by the bi-weekly attorney pay set forth in paragraph "B" above. Such services would include those described in sub-paragraphs "a", "b" "c" and "d" below, with sub- paragraphs "a" "b" and "c" shall be paid at the hourly rate of$150.00 per hour and sub-paragraph "d"shall be paid at the hourly rate of$250.00 per hour. a) Provisions of services in matters of litigation or administrative hearings wherein RSD is plaintiff or counter-plaintiff and seeks an affirmative monetary recovery; PROVIDED HOWEVER, legal services in such matters would be by Attorney on a contingent fee basis or as a matter of additional hourly charges, at the election of the RSD. b) Matters of litigation or administrative hearings in defense of RSD or any of its agencies wherein insurance carrier-provided counsel is not provided to RSD or in which Attorney is consulted with, and/or works with,insurance carrier-provided counsel. c) Matters of contract disputes with vendors or contractors that have a contract with the RSD. d) Provision of services involved in the issuance of bonds, tax anticipation warrants, general obligation bonds, TIF bonds, or other such bonds or matters involving public issue debt financing wherein the common practice is to pay for the legal services and costs of such issuance from the bond proceeds. D. EXCLUDED SERVICES The following matters are excluded from the scope of legal services to be provided by the Firm to RSD pursuant to this Agreement. a) Provision of services to the Richmond Police Department related to policies and procedures of in-the-field law enforcement and every type of law enforcement by the Richmond Police Department involving criminal activity or alleged criminal activity (it being the understanding and agreement such legal services are provided by the Wayne County Prosecuting Attorney's Office). 4 E. PROHIBITION AGAINST DISCRIMINATION Pursuant to Indiana Code 22-9-1-10, the Finn or any person acting on behalf of the Firm 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. 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),which Affidavit is attached hereto and incorporated herein as Exhibit"A"; and 3. A purchase order has been issued by the Purchasing Department. F. COMPLIANCE WITH INDIANA E-VERIFY PROGRAM EQUIREMENTS 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. 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 Iaer 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. G. 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 Board determines during the course of this Agreement that this certification is no longer valid, Board shall notify Contractor in writing of said determination and shall give 5 contractor ninety (90) days within which to respond to the written notice. In the event Contractor fails to demonstrate to the Board that the Contractor has ceased investment activities in Iran within ninety (90) days after the written notice is given to the Contractor, the Board may proceed with any remedies it may have pursuant to IC 5-22-16.5. In the event the Board 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 Board 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. In Witness Whereof,the parties execute this agreement as of the date first set forth above. "CITY" "The FIRM" City of Richmond,Indiana,through its Board of Sanitary Commissioners , By By_ /11.: e ____��� Sue Miller,President Walter S. Chidester Attorney No. 3210-89 BOSTON BEVER FORREST CROSS & SICKMANN Date: January zDsa ,2021 Aman Bakshi,Vice President . . tA/414._ Gregrens,Member Date: January /a ,2021 Approved by the Mayor this r2-- day of January,2021. C J avid1�1. Sn .Mayor 6 EXHIBIT"A" Affidavit of Employment Eligibility Verification The Contractor, the law firm of Boston Bever Forrest Cross & Sickmann, by Walter S. Chidester. a partner and attorney of the law firm, affirms under the penalties of perjury that Contractor does not knowingly employ an unauthorized alien. If Contractor is self-employed and does not employ any employees, Contractor verifies he or she is a United States citizen or qualified alien. The Contractor has not knowingly employed or contracted with an unauthorized alien and shall not retain an employee or contract with a person that the Contractor subsequently learns is an unauthorized alien. The Contractor has required Contractor's subcontractors to certify to the Contractor that the subcontractor does not knowingly employ or contract with an unauthorized alien and that the subcontractor has enrolled and is participating in the E-Verify program. The Contractor will maintain this certification throughout the duration of the term of a contract with a subcontractor. I hereby verify under the penalty of perjury that the foregoing statement is true. Dated this ay of January,2021. (signature) Walter S. Chidester (printed name)Attorney and Partner Boston Bever Forrest Cross&Sickmann