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HomeMy Public PortalAbout126-2014 - Metro - Schneider Corp - GIS-Beacon based permit systeml PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into this (o day of 14 and referred to as Contract No. 126-2014, 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 The Schneider Corporation, 8901 Otis Avenue, Indianapolis, Indiana, 46216 (hereinafter referred to as the "Contractor"). SECTION I. STATEMENT AND SUBJECT OF WORK City hereby retains Contractor to provide professional services in connection with the GISBeacon-based permitting system software for the Department of Metropolitan Development, including, but not limited to, administrative account setup and deployment, training sessions, setup and configuration services, and the installation of said software, as more fully described on Contractor's proposal. Contractor shall perform all services described on Contractor's proposal dated October 27, 2014, marked as "Exhibit A," which exhibit consists of eleven (11) pages, and which is attached hereto and made a part hereof. 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. 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 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. Contract No. 126-2014 Page 1 of 6 SECTION I11. COMPENSATION City shall pay Contractor a sum estimated not to exceed Fourteen Thousand Seven Hundred Fifty Dollars and Zero Cents ($14,750.00) for the complete and satisfactory performance of all work described on "Exhibit A". Additional sums shall be paid in the event the City exercises options to renew for the 2016 and/or 2017 calendar years. SECTION IV. TERM OF AGREEMENT This Agreement shall be effective when signed by all parties and shall continue in effect until December 31, 2015. City shall retain two (2) options to renew this agreement at the additional pricing options quoted by Contractor for both the 2016 and 2017 calendar years as listed in Exhibit A. 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 Page 2 of 6 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 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 $2,000,000 each aggregate F. Malpractice/Errors & Omissions Insurance $1,000,000 each occurrence $1,000,000 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 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 Page 4 of 6 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; 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 Page 5 of 6 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. 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 APPROVED: /XZ� Sarah L. Hutton, Mayor Date: 11711Z "CONTRACTOR" THE SCHNEIDER CORPORATION 8901 Otis Avenue Indianapolis, IN 46216 By: Printed: Title: F-)(CcvT i vC- VC6 cStA�4/f Date: u / iq /--) o 14 Page 6 of 6 EXHIBIT _ PAGE__QFIV- SclywiderPROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement ("Agreement") is made by and between The Schneider Corporation ("Professional"), an Indiana Corporation, and City of Richmond, Indiana ("Client"), on October 27, 2014. PROFESSIONAL The Schneider Corporation Historic Fort Harrison 8901 Otis Avenue Indianapolis, Indiana 46216 317-826-7100 CLIENT City of Richmond, Indiana 50 North 51h Street Richmond, IN 47374 Phone: 765-983-7211 Fax: 765-962-7024 Project Name: GIS, Technology, and E-Government Common City of Richmond, Indiana Solutions Location: AGREEMENT For and in consideration of the mutual promises contained in this Agreement, Professional and Client agree as follows: 1. Scope of Services. Professional shall provide Client with services in connection with the Project as described in Scope of Services. Professional shall perform the services outlined in the Scope of Services in a manner consistent with the level of care and skill ordinarily exercised by members of the profession currently providing similar services under similar circumstances in the locality of the Project. Professional's standard of care should not be construed as a warranty, either express or implied, of Professional's services to Client under this Agreement, as Professional makes no guarantee or warranty, express or implied, in fact or by law, or otherwise concerning Professional's services to Client under this Agreement. 2. Schedule of Services. Professional shall start and complete work as set forth in the Scope of Services. Professional shall conduct the work in an expeditious manner subject to limitations such as weather, information acquisition, communications and other factors outside of Professional's control. Both parties recognize that the schedule of services is subject to factors that may be unknown at the time of this Agreement. If modifications, changes or adjustments of these terms and conditions become necessary, such modifications shall be made in accordance with paragraph No. 8 below. 3. Authorizations to Proceed. Unless specifically provided otherwise in the Scope of Services, Client shall give Professional authorizations to proceed for each phase of the Basic Services and for each Additional Service prior to Professional commencing work. Authorizations may be in writing, or may be verbal, with subsequent confirmation in writing. 4. Client's Responsibilities: Client shall do the following in a timely manner so as not to delay the services of Professional: (1) Designate in writing a person to act as Client's representative with respect to the services to be rendered under this Agreement. Such person shall have complete authority to transmit instructions and receive information with respect to Professional's services for the Project. Professional may rely fully on information and instructions provided by Client's representative. Hereinafter, all references in this Agreement to "Client" mean Client or Client's Representative. (2) Provide all criteria and full information as to Client's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations, and fumish copies of all data needed to create the Project. (3) Assist Professional by placing at Professional's disposal all available information pertinent to the Project including previous reports and any other data relative to design or construction of the Project; all of which the Professional may use and rely upon in performing the services under this Agreement. (4) Give prompt written notice to Professional whenever Client observes or otherwise becomes aware of any development that affects the scope or timing of Professional's services, or any defect or nonconformance in the work of any contractor. 5. Payment for Services. Client shall compensate Professional for services rendered according to Schedule of Fees. These rates are agreed to in anticipation of the orderly and continuous progress of the Project through completion, and are subject to escalation in accordance with Schedule of Fees. Professional Services Agreement Between Ver. 09/17/13 The Schneider Corporation and City of Richmond, Indiana Page 1 October 27, 2014 EXHIEIrr PAGE" ' 6. Payment Terms. Government Client agrees to pay all fees within 60 days of the date of the invoice. Non - government Client agrees to pay all fees within 30 days of the date of the invoice. Balances due over 30 days will be assessed an interest rate of 1'/2 % per month (18% per year) for Non -Government Client. Client agrees to pay for any costs of collection including, but not limited to lien costs, court costs or attorney's fees involved in or arising out of collecting any unpaid or past due balances. 7. Invoicing. Detailed billings will be provided on a monthly basis unless otherwise described in the Scope of Work or Authorization to Proceed. A. Fixed Fee - The invoices will be based on Professional's estimate of the proportion of time spent on each phase of the project at the time of billing relative to the total fee for those phases, plus actual reimbursable expenses. B. Time and Materials - The invoices will be based on the applicable billing rate for actual hours expended during the billing period, plus reimbursable expenses as outlined in the Schedule of Fees. 8. Modifications and Adjustments. If specific periods of time for rendering services set forth in the Scope of Services are exceeded through no fault of Professional, or if Client has requested significant modifications or changes in the general scope, extent or character of the Project, all rates, measures and amounts of compensation, as well as the time of performance, shall be equitably adjusted. The Scope of Services related to the Project may be revised, or modified to include supplementary service for any reason, upon agreement of Professional and Client. Client may modify the scope, extent or character of the Project, necessitating modifications to the Scope of Services or Fee Schedules. In each case, the Scope of Services will be modified in a manner mutually acceptable to the Professional and the Client, and the Fee Schedule will be equitably adjusted to accommodate the changes. Any change to the Scope of Services or the Fee Schedule will be documented in a Contract Change Order. Should the Professional and Client be unable to agree on modifications to the Scope of Services and/or Fee Schedule, Professional shall have the right to terminate this Agreement as outlined in Paragraph No. 9. 9. Term and Termination. Professional's obligation to render services under this Agreement will extend for a period which may reasonably be required for the services to be provided, including extra work and required extensions. The initial term of this Agreement for specific renewal -based deliverables, including web hosting, software maintenance, and system support, shall be specified in the Scope of Work. These specific deliverables shall automatically renew for successive terms which consist of a twelve month period, subject to earlier termination as set forth in Section 9 or upon written notification by either party 30 days prior to the end of a term. If Client fails to give prompt authorization to proceed with any phase of services after completion of the immediately preceding phase, or if Professional's services are delayed or suspended by Client for more than three months for reasons beyond Professional's control, Professional may, after giving thirty days written notice to Client, suspend or terminate services under this Agreement. If payment is not received within 45 days of the date of invoice, Professional reserves the right, after giving seven days notice to Client, to suspend services to the Client or to terminate this Agreement. Professional shall not be liable to Client or any third parties for any damages caused by the suspension or termination of work for non-payment. Should the Professional and Client be unable to agree on modifications to the Scope of Services and/or Fee Schedule as outlined in Paragraph No. 8, Professional shall have the right to terminate this Agreement upon thirty days written notice to Client. Client may terminate this Agreement for any reason or without cause upon thirty days written notice to Professional. If any work covered by this Agreement is suspended, terminated or abandoned, the Client shall compensate the Professional for services rendered to the date of written notification of such suspension, termination or abandonment. 10. Limitation of Liability and Responsibilities. The Client shall hold harmless and indemnify Professional from all loss, damage, costs and expenses which Professional may suffer or sustain which results from acts or omission or any contractor, subcontractor, supplier, or any of their agents, employees or any other persons (except Professional's own employees and agents) at the site or otherwise furnishing or performing any of the contractor's work. Nothing contained in this paragraph, however, shall be construed to release Professional from liability for failure to properly perform duties and responsibilities assumed by Professional under this Agreement. Further, in recognition of the relative risks and benefits of the Project to both Client and Professional, the risks have been allocated such that Client and Professional knowingly and willingly agree, to the fullest extent permitted by law, that Professional's total liability to Client, with respect to any acts or omissions by Professional its employees and agents including, but not limited to, breach of this Agreement, breach of warranty (whether express or implied), negligence of any other legal theory, shall not exceed $50,000, the cost to cure the omission or deficiency, or the total compensation received by Professional for services Professional Services Agreement Between Ver. 09/17/13 The Schneider Corporation and City of Richmond, Indiana Page 2 October 27, 2014 rendered pursuant to this Agreement, whichever is less. This limitation of liability is a material inducement to Professional to enter into this Agreement and not a charge for professional liability insurance. If Professional's services will be used to aid in the development of drawings and specifications for construction of the Project, Client agrees to require other design professionals, the contractor and its subcontractors awarded contracts for the construction of the Project to agree in writing to an identical limitation of Professional's liability for damages arising from Professional's acts, errors or omissions. In no event shall either Client or Professional be liable to the other for any consequential, incidental, special, indirect or punitive damages arising out of the performance of this Agreement 11. Insurance Coverage. The Professional shall at its own expense maintain in effect during the term of this contract the following insurance with limits as shown or greater: General Liability (including automobile) combined single limit of $1,000,000.00 Worker's Compensation — statutory limit; and Professional Liability for protection against claims arising out of performance of professional services caused by negligent error, omission, and or act in the amount of $1,000,000.00 The Professional shall provide Certificates of Insurance indicating the aforesaid coverage upon request of the Owner. 12. Computer Files. This paragraph sets forth the terms and conditions relating to the provision by Professional of any and all electronic media or computer readable information, including software, databases, and information compilations, and the raw data contained therein (hereafter "Computer Files") in connection with the above referenced Project. Geographic Data Layers converted from Client source documents are considered the property of the Client. A. Client acknowledges that the Computer Files are protected by trade secret, copyright, and other proprietary rights, and title and ownership of these rights and in the Computer Files remain in Professional. Professional licenses Client to use the Computer Files in the manner set forth for such Computer Files in the Scope of Services, but Professional reserves all rights not expressly granted. The Computer Files may not be used for purposes beyond those set forth in the Scope of Services, and Professional reserves the right to revoke the license if, in good faith, Professional deems that such use has or will occur. In the event Professional revokes the license, Professional will exercise good faith to negotiate a supplemental license provided Professional is satisfied that no originally prohibited use will occur. B. To the extent the Computer Files include any trade secret or other confidential information of Client, Professional agrees to keep such information confidential. Professional is otherwise free to use the Computer Files and other related materials in other projects for Client, for Professionals business purposes, or for third parties unless a restriction is set forth in the Scope of Services. C. The Computer Files shall be used only by Client or those third parties expressly contemplated in the Scope of Services and the license granted hereunder does not include the right to sublicense. D. Except to the extent required by the use(s) expressly set forth in the contract, Client may not: alter, modify or adapt the Computer Files or any part thereof; translate, reverse engineer, de -compile, disassemble, or create derivative works of the Computer Files or any part thereof; or remove or modify any proprietary markings, certifications or restrictive legends physically or electronically placed on the Computer Files. E. Professional warrants to Client that any provided Computer Files will substantially conform to any specification(s) in the Scope of Services for one (1) year, but does not warrant that the use of any provided software will be uninterrupted or error free. Client's exclusive remedy for breach of this warranty will be to receive replacement of non -conforming Computer Files with conforming Computer Files. If Professional does not provide conforming Computer Files within 60 days after receiving written notice, Client shall be entitled to a refund of the fees paid to Professional in connection with this Agreement. F. Professional shall have no liability or responsibility for problems with the Computer Files (specific to computer software developed by Professional) caused by misuse, improper installation, alteration or modification by Client, or for problems arising out of the malfunction of Client's equipment or other software not supplied by Professional. Client acknowledges that the Computer Files may include features limiting their operability beyond the scope of the license, and Professional shall be entitled to use self- help, including electronic means, to prevent use of the Computer Files beyond their licensed scope. Client acknowledges that, regardless of whether the Computer Files may be useful by Professional in performing other projects or services for Client or that such other potential uses are referenced in the Professional Services Agreement Between Ver. 09/17/13 The Schneider Corporation and City of Richmond, Indiana Page 3 October 27, 2014 Scope of Services, the right and ability to use the Computer Files in connection with additional projects or services for Client shall reside solely with Professional. G. To the fullest extent allowed by law, and except for the warranties expressly stated herein, the computer files are provided "as is", and professional disclaims all other warranties, terms or conditions, express or implied, either in fact or by operation of law, statutory or otherwise, including warranties, terms or conditions regarding merchantability, fitness for a particular purpose, non -infringement, and satisfactory quality. H. Professional shall not be liable to client for any incidental, special, indirect, consequential or punitive damages of any character, including without limitation, damages for: loss of business or good will, work stoppage, loss of information or data, loss of revenue or profit, computer failure, or other financial loss arising out of or in connection with the installation, maintenance, use, performance or failure of the computer files, regardless of the legal theory asserted, whether based on breach of contract, breach of warranty, tort (including negligence), product liability, or otherwise, and even if professional has been advised of the possibility of such damages and even if a remedy set forth herein is found to have failed of its essential purpose. Professional 's liability to client, regardless of the legal theory of any claim, shall not exceed the fees paid to professional in connection with the contract. 13. Assignment. Neither Professional nor Client shall assign, sublet or transfer any rights under or interest in this Agreement without prior written consent of the other party. Any assignments shall be of all rights, obligations, interest and responsibilities hereunder. Nothing in this paragraph shall prevent Professional from employing independent professional associates and consultants to assist in the performance of the services hereunder. 14. Rights and Benefits. Nothing under this Agreement shall be construed to give any rights or benefits in this Agreement to anyone other than Client and Professional, and all duties and responsibilities pursuant to this Agreement will be for the sole and exclusive benefit of Client and Professional and not for the benefit of any other party. All reports, drawings, and any other documents, data or information prepared by Professional in conjunction with the services provided for under this Agreement shall remain the sole property of Professional. 16. Successors. This Agreement is binding on the partners, successors, executors, administrators and assigns of both parties. 17. Dispute Resolution. If a dispute other than the collection of fees owed by Client to Professional arises between Professional and Client, and a demand is made by or against Professional arising from the services performed under this Agreement, either Client or Professional shall demand that the dispute be first submitted to nonbinding mediation prior to litigation or arbitration. If nonbinding mediation does not resolve the dispute to the satisfaction of either Client or Professional, the dispute between Professional and Client may be resolved by arbitration or litigation at the choice of Professional. 18. Applicable Law. The terms and conditions of this Agreement are subject to the laws of the State of Indiana. This Agreement together with the Attachments identified above, constitute the entire Agreement between Client and Professional and supersede all prior written or oral understandings related thereto. IN WITNESS WHEREOF, the parties hereto have executed this Agreement, or caused this Agreement to be executed by their duly authorized official or agent. CLIENT PROFESSIONAL City of Richmond, Indiana The Schneider Corporation By: By: Print: Print: Title: Title: Date: Date: Professional Services Agreement Between Ver. 09/17/13 The Schneider Corporation and City of Richmond, Indiana Page 4 October 27, 2014 EXHIBIT ` _: PAiGE AUTHORIZATION TO PROCEED Name of Project: Permitting Designation of Client's Representative In accordance with Paragraph 4(1) of the Professional Services Agreement between City of Richmond, Indiana ("CLIENT") and The Schneider Corporation ("Professional"), dated October 27, 2014 Client hereby designates Tony Foster II, Executive Director, Department of Metropolitan Development, to act as Client's representative with respect to the services to be rendered under this Agreement. This designee shall have complete authority to transmit instructions and receive information with respect to Schneider's services for the Project unless or except as outlined below. ❑ Exceptions (list below) Scope of Services In accordance with Paragraph 3 of the Professional Services Agreement City of Richmond, Indiana ("CLIENT") and The Schneider Corporation ("Professional"), dated October 27, 2014, The Schneider Corporation is hereby authorized to proceed on the following phases of the project: Scope of Services Included Services: Administrative account setup and deployment. Four, two-hour on-line training sessions to introduce client to the administrative functions of the system, as well as how to begin to set up their first workflows. Twenty (20) hours of technical support services to assist CLIENT with setup, configuration, deployment and usage of the Online Permitting System for CLIENT's desired permit types. Includes hands-on configuration of permit workflows by Professional's staff, based on CLIENT's definition of workflow stages and data entities for each permit type. System functionality will include the following: Support multiple stage workflows that allow input and tracking of permit application and inspections data by multiple user types (public users, local government staff, service providers, and other related third party organizations). User role based security and access control to manage system users and enable workflow stage access based on user type. Ability to add auto -generated email notifications to specific users at each stage of a permit workflow. Administrative interface for CLIENT workflow project setup and configuration. a. Create and edit unlimited number of workflow projects (each permit type will be represented as a workflow project). b. Create and edit unlimited number of stages for each workflow project. c. Create and edit unlimited number of data entities for each stage. d. Create instructions text for each data entity, with ability to embed HTML content such as hyperlinks. e. Modify stage sequencing, and group stages for parallel activation. f. Restrict visibility of workflow projects and stages to admin users only. g. Ability to generate test permit applications when modifying workflow projects, and publish workflow updates to the live system when modifications are complete. h. Ability to "un-publish" a workflow project so that no new permits will be allowed to be created by users. i. Clone project capability to create a new workflow project based on an existing workflow project. j. Configure permit fees for each workflow project. Fees may be dynamically calculated based on user inputs. k. Configure workflow stage skipping based on user entered inputs on dropdown lists and checkboxes. I. Project Summary page with detailed outline of each workflow project. m. Print template editing interface to allow CLIENT admin users to configure templates for printable, completed permit applications. Authorization to Proceed Between Ver. 09/17/13 The Schneider Corporation and City of Richmond, Indiana Page 1 Authorization to Proceed October 27, 2014 LE"HIBI PAGE' OF- 1J AUTHORIZATION TO PROCEED Name of Project: Permitting 5. Multiple supported data entity types for data entry forms, including the following: a. Short text box b. Long text box (Comments) c. Date d. Document attachment (with file browser) e. Fee f. Lookup (dropdown list) g. Number h. Static HTML label i. Checkbox 6. Document upload capabilities to allow users to attach multiple electronic files to permit records at each stage of a permit workflow. 7. CLIENT's community website branding to allow the community to provide a header logo image and contact information from the organization. 8. Interactive mapping interface with basic mark-up tools to allow users to sketch and label information about the permit application on CLIENTS existing GIS map and aerial photography. 9. Task List page to allow users to view permit applications in progress based on the following criteria: a. Permit applications waiting for my input b. Permit applications waiting for inputtapproval from other users c. Permits waiting for my approval d. Permits with unpaid fees currently due 10. Integration with CLIENTs existing BeaconTm online portal to utilize existing property and GIS data for permit processing, search and report capabilities. Shared data elements are limited to Professional's existing Guidepost UPM data model. 11. Contractor Registration Interface a. Allows system users to register as a contractor with CLIENT. b. Admin interface to setup contractor types and registration fees c. Maintains a database of CLIENT's registered contractors, including the following information. i. Contractor Type ii. Business Name iii. Street Address iv. City v. State vi. Zip vii. Contact Name viii. Contact Title ix. Contact Business Phone x. Contact Cell Phone A. Contact Email Address xii. Company Web Address xiii. Status xiv. Registration length ( in months) xv. Effective Date xvi. Expiration Date xvii. Renewal Date xviii. Workers Comp. Expiration Date xix. Bond Expiration Date xx. Liability Insurance Expiration Date xxi. Registration Fee Payment status xxii. Notes xxiii. Attached Documents Authorization to Proceed Between Ver. 09/17/13 The Schneider Corporation and City of Richmond, Indiana Page 2 Authorization to Proceed October 27, 2014 EXHIBIT PAGE OFF�-- AUTHORIZATION TO PROCEED Name of Project: Permitting Annual System Hosting and Maintenance: Hosting and maintenance of the above described product for an Initial Hosting Term. As a courtesy to our Clients, Schneider will prorate the first year of the agreement to match the fiscal year for the Client, followed by the three consecutive, 12- month periods. This will define the Initial Term of this agreement. The Schneider Corporation web data server environment includes a redundant/fail over power system, multiple power sources and long term generator power, and multiple entry points for Internet bandwidth from different providers for increased reliabiliU. Services include maintained integration between the Permitting Tm system and the client's Beacon data sources (if available) to ensure current source data; daily PermittingTm system data backups; ongoing system updates to ensure compatible functionality and security with the latest web browser technologies. Services also include monitoring of The Schneider Corporation web servers on a 24/7 basis; however, because of infrastructure issues beyond the control of The Schneider Corporation professionals, web services are not guaranteed to be available 24 hours per day, 7 days per week. Authorization to Proceed Between Ver. 09/17/13 The Schneider Corporation and City of Richmond, Indiana Page 3 Authorization to Proceed October 27, 2014 .. EXHIBIT PAGE -OF AUTHORIZATION TO PROCEED Name of Project: Permitting Proiect Fee Schedule Client shall compensate Professional for services rendered in accordance with the following: Fixed Fee - Client shall receive monthly invoices reflecting the prior month's services, based upon a percentage of completion of the project. Percentage of completion will be estimated by Professional, and regularly communicated with the client. Other Fixed Fee phases of this project may be developed during the course of this agreement. Once the estimates are accepted, an Authorization to Proceed will have to be signed and submitted before work will begin. System Setup: $3,000 Site training, initiation and setup which include: 4 online training sessions (2 hours each) and integration with Beacon-rm. Annual System Hosting and Maintenance: $6,750 per year* *Eligible for 10% Discount with Wayne County, Indiana, Pennitting Contract. Project Fixed Fees by year Dates Setup Fee Hosting Fee Total *Discounted Hosting Fee *Discounted Total Fee December 31, 2014 $3,000.00 $0 $3,000.00 $0 $0 January 1, 2016 through December 31, 2015 $0.00 $6,760.00 $6,750.00 $6,075.00 $6,076.00 January 1, 2016 through December 31, 2016 $0.00 $6,750.00 $6,750.00 $6,076.00 $6,076.00 January 1, 2017 through December 31, 2017 $0.00 $6,760.00 $6,760.00 $6,076.00 $6,075.00 *10% Hosting Fee Discount pricing if Wayne County, Indiana, executes a contract with Professional for Online Permitting Hosting during the same term. Authorization to Proceed Between Ver. 09/17/13 The Schneider Corporation and City of Richmond, Indiana Page 4 Authorization to Proceed October 27, 2014 AUTHORIZATION TO PROCEED Name of Project: Permitting LRJOptional - System Configuration Setup Services: $2,500 (CLIENT check box to approve this item) L✓IOptional - System Configuration Setup Services: $2,500 (CLIENT check box to approve this item) ❑Optional - System Configuration Setup Services: $2,500 (CLIENT check box to approve this item) Fixed Fee Setup Services - Professional will provide up to 20 hours of technical support services to assist CLIENT with setup, configuration, deployment and usage of the Online Permitting System for CLIENT's desired permit types. This will include hands-on configuration of permit workflows by Professional's staff, based on CLIENT's definition of workflow stages and data entities for each permit type. Hourly Setup Services — Upon completion of Fixed Fee Setup Support Services, Professional will provide technical support services, as needed, and upon written request, to assist with setup, configuration, deployment and usage of the Online Permitting System CLIENT's desired permit types. Hourly support services will be invoiced monthly, based upon the following Hourly Fee Schedule. Hourly Fee Schedule JOB CLASSFICATION I TITLE REGULAR HOURLY RATE PRINCIPAL $167.00 GIS DIRECTOR $145-00 GIS SR PROJECT MGR S150.00 GIS PROJECT MGR $125.00 GIS PROJECT COORDINATOR $10500 GIS SENIOR DEVELOPER $175.00 GIS DEVELOPER $150,00 GIS ANALYST $125 00 GIs SENIOR CONSULTANT S17500 GIS CONSULTANT S15000 GIS SPECIALIST $125,00 GIS TECHNICIAN IV S85.00 GIS TECHNICIAN 111 $75.00 GIS TECHNICIAN II $65.00 GIS TECHNICIAN I S55.00 ADMINISTRATION $56.00 Hourly Services Expenses: Travel time for onsite visits will tilled at $50.00 per hour_ Certified mailings or Shipping at cost Other out-of-pocket expenses cost plus 101,6 All hourly services phase fees remaining under this contract are subject to an increase at the discretion of Professional The Client will be notified in writing of any changes in fees. If the Client cancels the agreement before end of initial term December 31, 2014 — December 31, 2017 any waived discounts and promotional fees will be included in the final invoice. Invoicing will be done on an annual basis for web hosting, software maintenance, and system support agreements. Authorization to Proceed Between Ver. 09/17/13 The Schneider Corporation and City of Richmond, Indiana Page 5 Authorization to Proceed October 27, 2014 ' EXHIBIT A `�' AUTHORIZATION TO PROCEED Name of Project: Permitting General Notes and Disclaimers The intent of services provided under this contract is to assist Client with the development and/or maintenance of the Client's information system (including but not limited to GIS). This may include consulting, technical support, programming, website development and/or hosting or the generation of additional layers. Client shall provide to Professional the following: To ensure that the products and services are provided in an accurate, timely, and comprehensive manner, the Client is expected to provide to the Professional at no costa • Originals or high quality copies of available maps, documents, and database files as needed by the Professional in order to prepare the digital data sets or other services specified. • Staff time as necessary to locate, collect, and organize source documents; review digital data products for accuracy and completeness; and respond to the Professional's requests for data and system information. • Office space, equipment, and supplies as necessary to locate, collect, and organize source documents; review digital data products for accuracy and completeness, conduct interviews and project meetings, and respond to the Professional's requests for data and system information. • Any other materials or services judged by mutual agreement to be appropriate for the project. Deliverables are subject to the following restrictions, cautions and disclaimers: • All web data hosting services are contingent on the availability and usability of the appropriate underlying databases and GIS layers. • Professional may, at its discretion, periodically add additional features to, or make corrections and improvements to, the web services provided to the Client to enhance the access and/or display of the web site features. • Additional services not explicitly described as a deliverable, including but not limited to such things as modifying web page appearance and functional changes due to underlying database changes, will be provided to the Client under separate fees with a specific Authorization to Proceed. Business Partner Resources: • Value Payment Systems is our default payment provider for all solutions. Payment Methods — Visa (credit and debit), MasterCard (credit and debit), Discover (credit and debit), American Express and virtually all debit cards including PIN debit networks (e.g., STAR, NYCE, Pulse, Accel and others). Additional payment methods may be added if mutually agreed upon by both parties. The fee schedule that will be applied to transactions fee are: CONVENIENCE FEES FUNDED BY THE CONSTITUENT ITEM FEE FREQUENCY Non -Tax Payments (e.g., Court Fees, Permits, Licenses. etc.)' Visa, MasterCard, Discover and American Express - credit cards 2.75% Per transaction Visa, MasterCard and Discover - debit cards 2.75% Per transaction 1 The minimum credit and debit card convenience fee for non -tax payments is $1.95. Authorization to Proceed Between Ver. 09/17/13 The Schneider Corporation and City of Richmond, Indiana Page 6 Authorization to Proceed October 27, 2014 EXHIBIT AUTHORIZATION TO PRO ' Name of Project: Permitting Property Tax Payments (Real Property Tax. etc.) 2 Visa, MasterCard, Discover and American Express — credit cards 2.75% Per transaction MasterCard and Discover - debit cards 2.75% Per transaction Visa - debit cards $3.95 Per transaction Utility Payments (e.g., Water, Sewer. Electric. etch Visa, MasterCard, Discover and American Express - credit cards TBD Per transaction Visa, MasterCard and Discover - debit cards TBD Per transaction 'The minimum credit and debit card convenience fee for non -tax payments is $1.95. 2The minimum credit card convenience fee for tax payments is $3.95. • The Professional is able to work with other payment providers. Integration with other payment providers is possible; and the Client will be responsible for the additional scope and fees associated with this integration. Pricing is valid through November 28, 2014 CLIENT City of Richmond, Indiana By: Print: Title: Date: Authorization to Proceed Between Ver. 09/17/13 The Schneider Corporation and City of Richmond, Indiana Page 7 Authorization to Proceed October 27, 2014