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HomeMy Public PortalAbout133-2013 - Metro - Beth Fields - Professional Services for Stelllar GrantPROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into this day of _ 20I3, and referred to as Contract No. 133-2013, by and between the City of Richmond, Indiana, a municipal corporation acting by and through its Board of Public Works and Safety (hereinafter referred to as the "City") and Beth Fields, 103 East South Street, Liberty, Indiana, 47353 (hereinafter referred to as the "Contractor"). SECTION I. STATEMENT AND SUBJECT Or WORK City hereby retains Contractor to provide professional administration services for the Stellar Grant awarded to the City (hereinafter referred to as the "Project"), Contractor's proposal dated August 1, 2013, consists ofseven (7) pages and is attached hereto as Exhibit A and hereby incorporated by reference and made a part of this Agreement. Contractor agrees to abide by the same. ` 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. 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 22-5-1.7-1 1(a)(2); and 3. A purchase order has been issued by the Purchasing Department. SECTION 11. STATUS OF CONTRACTOR Contractor shall be deemed to be an independent contractor and is not an employee oi- agent of the City of Richmond. The Contractor shall provide. at its o\Nn expense, competent supervision of the work. Contract No. 133-2013 Pduc 1 ol'6 SECTION Ill. COMPENSATION City shall pay Contractor a sum not to exceed One Hundred Twenty-two Thousand Eight Hundred Dollars and Zero Cents ($122,800.00) for the complete and satisfactory performance of the work required hereunder. SECTION IV. TERM OF AGREEMENT This Agreement shall be deemed effective as of September 1, 2013, and shall continue in effect until December 31, 2015. 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 C. 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 Page 2 of 6 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 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 Section 2. Property Damage E. Comprehensive Umbrella Liability 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 occurrence $1,000,000 each occurrence $1,000,000 each aggregate F. Malpractice/Errors & Omissions Insurance $500,000 each occurrence $500,000 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 Iaw 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 Page 3 of 6 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 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: 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; Page 4 of 6 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. 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. 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" THE CITY OF RICHMOND, INDIANA BY AND THROUGH ITS Board of Public Works and Safety By:/, - Vicki Robinson, President By: y Dian Lawson, Member "CONTRACTOR" BETH FIELDS 103 East South Street Liberty, IN 47353 Title: O � 1 1 By: Date: I�< < 7• 3 Anthony/ Foster, I , Member Date: /d-/o l APPROVED: I/V Sarah L. Hutton, Mayor Date: /-6 Page 6 of 6 EXHIBIT PAGE-1-0 a"L INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement ("Agreement") is made, and effective August I, 2013. BETWEEN: Beth Fields (the "Independent Contractor"), located at: 103 East South Street Liberty, IN 47353 AND: City of Richmond (the "Company"), located at: 50 North Fifth Street Richmond, IN 47374 RECITALS Independent Contractor is engaged as Stellar Community Development Specialist for the Company, Independent Contractor has complied with all Federal, State, and local laws regarding reporting requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement. The Parties agree as follows: I. TERMS This agreement shall be effective commencing September 1, 2013 and shall continue until terminated at the completion of the Scope of Work which shall occur no later than December 31, 2015 or by either party as otherwise provided herein. 2. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties' intentions that Independent Contractor shall have an independent contractor status. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized either verbally or in writing. In dependent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. 3. SCOPE OF WORK Page 1 of 7 CoR Contract Beth Fields 8.1.13 EXHIBIT PAGE 0 a. Independent Contractor agrees to complete or achieve the following: 1. General Administrative Services. Start-up and ongoing planning and general administrative services shall include all activities necessary to commence approved activities. Services will include, but are not limited to: a. Planning: L Prepare all required materials necessary to satisfy grant conditions. ii. Complete Environmental Review Record and Request of Release of Funds for the project to comply with all requirements of the National Environmental Policy Act (NEPA) and State Environmental Policy Act (SEPA). iii. Establish project files, financial management records and project budgets in accordance with program requirements. iv. Prepare market analysis, analysis of impediments (update as required), citizen participation plan, equal opportunity plan (update as required), local development plan (initial or update as required), housing and community development needs assessment (initial or update as required), outreach strategy, and preparation of funding proposals for housing, community development and economic development projects and any other plans/documents/policies as required by INDOT, IHCDA and OCRA regulations. b. Project Implementation: i. Implementation of Project Activities. Technical assistance will be provided in the administration of each project activity (facade rehabilitation, upper story housing, housing rehabilitation, corridor enhancements and neighborhood development). All activities will be conducted in accordance with all Federal, State, and local statutes and regulations applicable to INDOT,IHCDA and OCRA recipients. Technical Assistance: L Technical assistance will be provided of a general administrative nature. This assistance will include, but not be limited to, recordkeeping, procurement procedures, program development, outreach, communications, citizen participation, equal opportunity compliance, fair housing compliance, periodic written status reports and presentations to the governing body and others as requested. ii. Monthly, Quarterly and Annual Performance Reports and close- out documents for the program activities will be provided in accordance with all Federal, State, and local regulations and guidelines. iii. Consultant will inspect active projects once a week and attend monitoring visits conducted by Federal and State agencies. 2. Products Page 2 of 7 CoR Contract Beth Fields 8.1.13 1EXH16ft A PAGE , M a. Market Analysis to set a baseline and assist with determining project metrics and benchmarks. This market analysis will also aid property owners in financing projects or selling property and establish short-term, mid-term and ling -term target markets for Center City and surrounding neighborhoods. b. Analysis of Impediments is a review of impediments to fair housing choice in the public and private sector. c. Citizen Participation Plan to provide citizens --especially low and moderate income citizens of the community where CDBG-funded activities will take place-- an opportunity to participate in an advisory role in the planning, implementation, and assessment of the programs and projects, as required by Section 104(a)(2) of the Housing and Community Development Act and by regulations at 24 CFR 570.486(a)(6) d. Equal Opportunity Plan is a comprehensive document that analyzes a recipient's relevant labor market data, as well as the recipient's employment practices, to identify possible barriers to the participation of women and minorities in all levels of a recipient's workforce. e. Local Development Plan is a comprehensive document that clearly delineates the target area for development, has detailed policy goals that include rehab or construction of affordable rental housing, outlines implementation measures with specific, current, and ongoing time frames, and includes an assessment of existing physical structures and infrastructure in the community. f. Housing & Community Development Needs Assessment to identify what the housing needs are, aid in assigning priority to the housing needs identified and provide a necessary guide in developing appropriate housing policies, programs, and strategies. g. Outreach Strategy/Communication Plan to increase awareness and understanding of Stellar Communities projects. h. Funding Proposals for Housing, Community Development and Economic Development Projects 3. Neighborhood Conference a. Plan and Coordinate the 2014 Neighborhood Conference to be held in Richmond, IN in conjunction with the Mayor's Office. Activities will include event planning, coordination, funding procurement, communications/marketing and event set up/tear down. The above to be referred to in this Agreement as the "Scope of Work". It is expected that the Scope of Work will be completed by December 31, 2015. b. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. c. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Company's principal place of business and open to inspection by Company during regular working hours. d. Independent Contractor shall be responsible to the Executive Director of Metropolitan Development of Company. Independent Contractor will work an average of twenty (20) Page 3 of 7 CoR Contract Beth Fields 8.1.13 EX.HIBfT11— , PAut' hours per week, August 1, 2013 through December 31, 2013 and an average of forty (40) hours per week, January 1, 2014 through December 31, 2015. e. Company will supply all necessary equipment, materials, supplies and work space. Independent Contractor will rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractor regarding the Scope of Work shall be considered. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. 4. COMPENSATION a. Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: Eleven (11) Bi-Weekly Payments in the amount of $1,000.00 beginning August 9, 2013 and ending December 31, 2013. Twenty-six (26) Bi-Monthly Payments in the amount of $2,100.00 beginning January 10, 2014 and ending December 31, 2014. Twenty-six (26) Bi-Monthly Payments in the amount of $2,200.00 beginning January 9 2015 and ending December 31, 2015. b. Such compensation shall become due and payable to Independent Contractor in the following time, place and manner: Bi-Weekly Payments Beginning September 13, 2013, check or EFT (Electronic Funds Transfer) to Independent Contractor 5. NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a 1099 statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. 6. AGREEMENT TO WAIVE RIGHTS TO BENEFITS a. Independent Contractor hereby waives and foregoes the right to receive the following benefits given by Company, health benefits, sick leave benefits, profit sharing plans, etc. This waiver is effective for the entire duration of Independent Contractor's agreement with Company. b. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. 7. TERMINATION Page 4 of 7 CoR Contract Beth Fields 8.1.13 EXHIBI '" " PAGE' This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving thirty (30) days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. S. NON -DISCLOSURE OF CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION a. Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relates to the business of the Company including, but not limited to, the names of its customers, its marketing strategies, operations , or any other information of any kind which would be deemed confidential, a customer list, or other form of proprietary information or Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of the Company. b. Independent Contractor understands that any breach of this provision, or that of any other Confidentiality and Non -Disclosure Agreement, is a material breach of this Agreement, to the extent Independent Contractor feels they need to disclose confidential information; they may do so only after obtaining verbal or written authorization from the Executive Director of Metropolitan Development of the Company. 9. RETURN OF PROPERTY On termination of this Agreement, or whenever requested by the parties, each party shall immediately deliver to the other party all property in its possession, or under its care and control, belonging to the other party to them, including but not limited to, proprietary information, customer lists computers, equipment, documents, plans, recordings, software, and all related records or accounting ledgers. 10. WORKS FOR HIRE Independent Contractor agrees that the Scope of work, all tasks, duties and results, developed or performed pursuant to this Agreement are considered "works for hire" and that the results of said work is by virtue of this Agreement assigned to the Company and shall be the sole property of Company for all purposes, including, but not limited to, copyright and trademark. 11. LEGAL COMPLIANCE Independent Contractor is encouraged to treat all company directors, customers, clients, partners and other affiliates with respect and responsibility. Independent Contractor is required to comply with all laws, ethical codes and company policies, procedures, rules or regulations, including those forbidding sexual harassment, discrimination, and unfair business practices. 12. NOTICES Any notice to be given hereunder by any party to the other may be affected either by personal delivery in writing, or by mail, registered or certified, postage pre -paid with return receipt requested. Page S of 7 CoR Contract Beth Fields 8.1.13 EXHIBIT PAGE 0M Mailed notices shall be addressed to the parties at the addresses appearing in the introductory paragraphs of this Agreement, but each party may change their address by written notice in accordance with this paragraph. Notices delivered personally shall be deemed communicated as of actual receipt; mailed notices shall be deemed communicated as of five (5) days after mailing. Independent Contractor agrees to keep Company current as t their mailing addresses, as well as telephone and email. 13. REPRESENTATION Each party of this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party hereto, or anyone acting on behalf of any party hereto, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. Any modification to this Agreement shall be effective only if it is in writing, signed and dated by all parties hereto. 14. INDEMNIFICATION Independent Contractor shall defend, indemnify, and hold harmless Company from any and all damages expenses or liability resulting from or arising out of, any negligence or misconduct on Independent Contractor's part, or from any breach or default of this Agreement which is caused or occasioned by the acts of Independent Contractor. 15. CONTAINMENT OF ENTIRE AGREEMENT This Agreement is an independent document and supersedes any and all other Agreements, either oral or in writing, between the parties hereto, except any Confidentiality or Non -Disclosure Agreement, This Agreement contains all of the covenants and Agreements between the parties, except for those set forth in any Confidentiality or Non -Disclosure Agreement. 16. PARTIAL INVALIDITY If any provision of this Agreement is held by a Court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way. This Agreement shall not be terminated by the merger r consolidation or the Company into or with any other entity. 17. GOVERNING LAW This Agreement shall be governed by, and construed under, the laws of the State of Indiana. IN WITHNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. Page 6 of 7 CoR Contract Beth Fields 8.1.13 EXHIBIT �'-'PAGE �U COMPANY Board of Public Works and Safety Date Board of Public Works and Safety Date Board of Public Works and Safety Date Mayor Sally Hutton Date INDEPENDENT CONTRACTOR Page 7 of 7 Authorized Signature Print Name and Title Date CoR Contract Beth Fields 8.1.13