HomeMy Public PortalAbout057-2021 - I&D - CAPA Strategies, LLC BBA Climate Adapation Planning Analytics - Heat Mapping Project PROFESSIONAL CONSULTING SERVICES AGREEMENT
THIS AGREEMENT made and entered into this , 'day of 4.1 ,2021, and referred to
as Contract No. 57-2021, by and between the City of Richmond, diana, a municipal corporation
acting by and through its Board of Public Works and Safety (hereinafter referred to as the "City")
and CAPA Strategies, LLC D/B/A Climate Adaptation Planning Analytics, an Oregon limited
liability company, 107 SE Washington Street, Suite 410, Portland, Oregon, 97214 (hereinafter
referred to as the"Contractor").
SECTION I. STATEMENT AND SUBJECT OF WORK
• City hereby retains Contractor to provide professional consultation advisory, campaign, and report
services in connection with a 2021 Urban Heat Island Mapping project for the City's Department of
Infrastructure and Development ("Project"). Said services shall include, but shall not be limited to,
planning, organizing, providing data collection tools, analytics, and preparing results for the
culmination of a final report to show a geographically specific scientific analysis on the impact of
heat within Richmond neighborhoods.
The proposal of Contractor, received on April 20, 2021, is attached hereto as Exhibit "A", which
Exhibit consists of six (6) 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.
Contractor shall retain all pertinent records relating to the services performed pursuant to this
Agreement for a period of five (5) years following performance of work or shall retain the same as
described in the Indiana Access to Public Records Act (IC 5-14-3-1 et seq.) and its associated
retention schedules, whichever period is longer, during which period the records will be made
available to the City at all reasonable times.
The Contractor shall furnish all labor, material, equipment, and services necessary for the proper
completion of all work specified.
Contract No. 57-2021
Page 1 of 6
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 II. 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.
SECTION III. COMPENSATION
City shall pay Contractor a total sum anticipated not to exceed Seven Thousand Five Hundred
Dollars and Zero Cents ($7,500.00) for the consulting, campaign, and report services and for the
complete performance of all work described herein in a satisfactory and proper manner. Contractor
understands that this payment is anticipated to be issued from grant funds expected to be received by
the City. The Parties acknowledge the remaining costs as outlined in Exhibit A to this Agreement
are to be provided by Indiana University, which is also paying or contributing $7,500.00 to
Contractor. This Agreement shall not be construed to apply any third-party beneficiary status to any
- other person or entity.
SECTION IV. TERM OF AGREEMENT
This Agreement shall be effective when signed by all parties shall continue in effect until completion
of the Project, which is anticipated to be on or before October 31, 2021.
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.
Page 2 of 6
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.
This Agreement may also be terminated by the City if a force-majeure event occurs and the results or
aftereffects of said event causes the performance of this Agreement to become impossible or highly
impracticable. Said event or results or aftereffects of said event would include events or effects
which the parties to this Agreement could not have anticipated or controlled. Examples of a force-
majeure event, or its results, would include, but would not be limited to, events such as an Act of
God, an Act of Nature, an Act of Law, or an Emergency Act of Executive Enforcement of the
Federal government,the State of Indiana, or local government.
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
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 Limits
A. Worker's Compensation&Disability Requirements Statutory
B. Employer's Liability $100,000
C. Malpractice/Errors & Omissions Insurance $1,000,000 each occurrence
$2,000,000 each 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.
Page 3 of 6
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.
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 ACTIVI I'LBS
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,
Page 4 of 6
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;
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.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.
Page 5 of 6
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.
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" "CONTRACTOR"
THE CITY OF RICHMOND, CAPA STRATEGIES,LLC
INDIANA by and through its DB/A CLIMATE ADAPTATION
Board of Public Works and Safety PLANNING ANALYTICS
107 SE Washington Street, Suite 410
Portland, OR 97214
//,''����
By: ��Z��( , By: fricVicki Robinson,President Joe , anager
7/5/2"1
By: Date:
Emily almer,Member
By:
Matt Evans,Member
1
APPROVED: t ,I��
idM. S ow .► or
Date: etyZB 2,40 Z�
Page 6 of 6
MEMORANDUM OF UNDERSTANDING
THIS BINDING MEMORANDUM OF UNDERSTANDING ("MOU") is entered into between
the City of Richmond, Indiana("Client") and CAPA Strategies, LLC, doing business as Climate
Adaptation Planning Analytics, an Oregon limited liability company ("CAPA") this 20th day of
April,2021.
RECITALS:
WHEREAS, Client desires to participate in a 2021 Urban Heat Island Mapping project to conduct
a scientific field mapping campaign within a total of 24 square miles within Richmond, Indiana.
WHEREAS, CAPA will plan, organize, provide data collection tools, analytics, and prepare the
results from this project;
WHEREAS,the final report will be a geographically specific, scientific analysis of the impact of
heat within neighborhoods, identifying those areas that suffer from more intense heat due to the
built environment; and
WHEREAS, CAPA and Client desire to enter into this MOU to outline their binding agreement.
NOW, THEREFORE, in consideration of the covenants and representations made below, and the
above recitals which are incorporated herein by reference and made an essential part of this MOU,
the parties agree as follows:
Section 1. Client's Obligations and Responsibilities.
Client agrees to:
1. Engage with local community groups/volunteers to execute the campaign. Each volunteer
will need to complete a knowledge check and sign a waiver before participating in the
campaign. The City will be divided into a series of sub-areas ("polygons"), which CAPA
will finalize during Task 1 (noted below).Each volunteer or volunteer team will cover pre-
determined routes within select polygons during each of the three data collection periods
(�morning, afternoon, and evening).
2. Assist in the planning and execute the study, by using the resources, tools, and support
provided by CAPA.
3. The pricing structure for the campaign is based on the size and number of polygons
necessary to complete the campaign, in CAPA's sole discretion. The total cost of this
campaign is $15,000, of which, Indiana University is contributing $7,500, and Client is
contributing $7,500.
EXHIBIT A PAGE 1 OF (Q
1
4. Any invoice not paid in full within 30 days of its due date will be subject to a 1.5% per
month late payment charge. In addition, Client will be liable for all costs and expenses
(including reasonable attorneys' fees and disbursements and court costs) incurred by
CAPA in collecting any overdue amounts or otherwise enforcing its rights hereunder.
5. In the event that rental equipment (including any cables and/or accessories) is lost, stolen
or damaged (other than as the result of ordinary wear and tear) while in the care and
custody, Client shall pay CAPA (i) the replacement cost (as new) of the lost, stolen or
damaged equipment or (ii) the cost to repair the damaged equipment. The estimated costs
are$600/each if lost or damaged beyond repair,and$400 if any of the external components
are broken.
Section 2. CAPA's Obligations and Responsibilities.
CAPA agrees to:
1. Task 1: April to June, 2021 —Prepare for the field campaign
a. Provide relevant materials and hold necessary virtual meetings to prepare for and
complete the heat campaign;
b. Provide to organisers a `Starter Kit' that includes volunteer outreach&training
materials,process timelines,tracking resources, etc.,that guides organizers
through the process of planning and completing the field campaign.
2. Task 2: June, July or August 2021 (exact date TBD)—Execute the field campaign
a. Provide technical support as needed to finalize the field campaign;
b. Mail necessary equipment(described in Exhibit A), instructions, and any relevant
materials, inside delivery,to lead organizers—assumes five-day rental, unless
otherwise noted; and
c. Provide a self-addressed,pre-paid Fed-Ex return label for returning all the
equipment to CAPA.
3. Task 3: Eight weeks following receipt of equipment by CAPA—Process, analyze and
deliver the data
a. Apply a standard Quality Assurance & Quality Control process to clean and
ensure adequate data quality from field campaign;
b. Integrate necessary satellite data for the purpose of informing land use and land
cover variables;
c. Run computer scripts and models for developing area-wide models of ambient
temperatures and heat indices at the three time periods of the campaign day
(covering the study area as defined during the campaign planning tasks);
d. Develop maps to visualize the surfaces of urban heat;
e. Share the final maps and methods in a summary report along with the processed
data(the processed traverse points in shapefile format, and the area-wide models
EXHIBI2PAGEOF
2
in the format of raster geo-TIFs)through the open data platform,the Open
Science Framework(OSF);
f. Create and share an interactive web map and web app including the results
(traverse points, area-wide models, and campaign description)hosted on ArcGIS
Online for the following two years; and
g. Conduct a videoconference with organizers and any other collaborators to discuss
results and explore next steps.
h. Client hereby agrees to pay for any additional engagements, analysis and/or
revisions of the deliverables at an hourly rate of$150 immediately upon receipt of
an invoice, notwithstanding any oversights by CAPA or other minor revisions.
Section 3. Period of Agreement. The period of this agreement is from the completion of this
signed executed agreement through October 31st,2021,by agreement of the parties this MOU may
be amended and/or extended for mutually agreeable periods provided such extensions are in
writing and executed by the parties.
Section 4. Changes to this Agreement. No changes or amendments may be made to this
agreement unless mutually agreed upon by both parties, made in writing, and executed by both
parties. Should parties agree to change this scope of work,
Section 5.Notice: All notices,requests,demands and other communication shall be in writing and
sent by electronic mail, overnight delivery, registered mail, certified mail, or hand delivery,
addressed to the party's principal place of business herein written. Either party may inform the
other, by notice in writing, to direct future notices, requests, or demands to be sent to a different
address. Notices shall be deemed given at the time of delivery. The Authorized Representatives
of each party are the following:
To CAPA: Joey Williams
PO Box 42223
Portland, OR 972420223
To Client: NameTrt1e
Address
Section 6. Audit: CAPA and Client shall retain all books, records, and other documents relevant
to this agreement for one (1) year after the end of each year included in this MOU. Client shall
maintain full confidentiality to all said materials held or maintained by CAPA during said period.
EXHIBIT... L PAGE OF j
3
Section 7. Equipment Use: Client shall use the rental equipment in a careful and proper manner
in compliance with, but not limited to, any and all governmental laws, requirements and safety
certifications and instructions and specifications, including any required periodic verification of
proper calibration. Client shall indemnify and hold harmless CAPA and its officers and/or agents
from and against any and all claims,liabilities, losses, costs, expenses,including attorney fees and
court costs,arising from Client's use,operation,possession and rental of the rental equipment from
CAPA. Client shall hold in confidence and not sell, transfer, license, loan or otherwise make
available in any form to third parties the software and related documentation provided under any
MOU or Agreement. Client shall not disassemble, decompile or reverse engineer, copy, modify,
enhance or otherwise change or supplement such software without CAPA's prior written consent.
In the event that Client purchases equipment or materials through CAPA, Client hereby accepts
and is bound by the terms and conditions provided by the manufacturer thereof.
Section 8. Relationship of the Parties: The parties to this Agreement are not joint venturers,
partners,agents,nor representatives of each other, and such parties have no legal relationship other
than as contracting parties to this Agreement. Client shall not act or represent or hold itself out as
having authority to act as an agent or partner of CAPA or in any way bind or commit CAPA to
any obligations,without the prior written consent of the CAPA. Each party hereto represents and
warrants to the other that it has the authority to enter into this MOU and that it is not a party to any
other Agreement which prohibits it from entering into this MOU or which renders any provision
of this MOU ineffective or unenforceable.
Section 9.Limitation of Liability: In no event whatsoever,regardless of cause or circumstances,
shall CAPA be liable for any consequential, incidental, indirect or exemplary damages, either real
or alleged, including any losses from equipment downtime. Under no circumstances shall Client,
or any other person, recover from CAPA for any claims or damages in excess of the rental price
or sales price, as the case may be, of the equipment or materials, regardless of the basis for such
claims or damages. Product descriptions and specification in CAPA's catalog or on the website
reflect representations made by the manufacturers of the products and do not constitute guarantees,
representations or warranties of CAPA.This Section shall survive the termination or expiration of
this MOU.
Section 10. Applicable Laws and Courts: In the event any dispute shall arise out of or relating to
this MOU and negotiation is unsuccessful, Client and Company agree to use good faith efforts to
settle the dispute through mediation prior to resorting to arbitration and/or litigation processes and
procedures. This MOU shall be governed by the laws of the State of Oregon without reference to
any conflict of laws principles thereunder.
[Signature Page Follows]
tEXHIBIT A PAGE -I OF Co I
4
IN WITNESS WHEREOF, CAPA and Client have executed this MOU by their authorized
representatives.
Bent=City of Richmond, IN
EXHIBIT PAGE OF
Print Name and Title
EXHIBIT PAGE OF
Signature
Date
CAPA STRATEGIES, LLC:
Joey Williams, Manager
Print Name and Title
2:7 Gz)d&out-
Signature
4/20/21
Date
EXHIBIT PAGE S OF le
5
;
EXHIBIT A
Description of Equipment
The equipment provided by CAPA Strategies includes identical parcels, each including a sensor
(or data-collection unit), charging cable, wall adapter, car adapter, and bumper magnet. Each
sensor consists of a "hub", containing the microprocessor and local data storage (internal
components), and charging port and on/off switch (accessible externally); a "neck", containing
data-transfer wires; and, the "head", containing the thermocouple. The parcels will be contained
within separate Ziplock plastic bags and secured with packaging material during shipping.
EXHIBIT_ A PAGE to OF (p I
6