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HomeMy Public PortalAbout129-2014 - Ground Rules, Inc - Revision to UDOPROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into this I � M day of 2014, and referred to as Contract No. 129-2014, 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 Ground Rules, Inc., P.O. Box 236, Zionsville, Indiana, 46077 (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 Unified Development Ordinance technical updates for the City of Richmond, Indiana, 47374 (hereinafter referred to as the "Project"). Contractor's proposal received November 7, 2014, consists of six (6) 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. 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.129-2014 Page 1 of 6 SECTION III. COMPENSATION City shall pay Contractor a sum not to exceed Seven Thousand Seven Hundred Dollars and Zero Cents ($7,700.00) for the complete and satisfactory performance of the work required hereunder. SECTION IV. TERM OF AGREEMENT This Agreement shall become effective when signed by all parties and shall continue in effect until completion of the project. Notwithstanding the term of this Agreement, City may terminate this Agreement in whole or in part, for cause, at any time by giving at least five (5) working days written notice specifying the effective date and the reasons for termination which shall include but not be limited to the following: a. failure, for any reason of the Contractor to fulfill in a timely manner its obligations under this Agreement; b. submission of a report, other work product, or advice, whether oral or written, by the Contractor to the City that is incorrect, incomplete, or does not meet reasonable professional standards in any material respect; C. ineffective or improper use of funds provided under this Agreement; d. suspension or termination of the grant funding to the City under which this Agreement is made; or e. unavailability of sufficient funds to make payment on this Agreement. In the event of such termination, the City shall be required to make payment for all work performed prior to the date this Agreement is terminated, but shall be relieved of any other responsibility herein. This Agreement may also be terminated, in whole or in part, by mutual agreement of the parties by setting forth the reasons for such termination, the effective date, and in the case of partial termination, the portion to be terminated. SECTION V. INDEMNIFICATION AND INSURANCE Contractor agrees to obtain insurance and to indemnify the City for any damage or injury to person or property or any other claims which may arise from the Contractor's conduct or performance of this Agreement, either intentionally or negligently; provided, however, that nothing contained in this Agreement shall be construed as rendering the Contractor liable for acts of the City, its officers, agents, or employees. Contractor shall as a prerequisite to this Agreement, purchase and thereafter maintain such insurance as will protect it from the claims set 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. A. C E. Coverage Worker's Compensation & Disability Requirements Employer's Liability Comprehensive General Liability Section 1. Bodily Injury Section 2. Property Damage Comprehensive Auto Liability Section 1. Bodily Injury Section 2. Property Damage 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. 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: 1. That in the hiring of employees for the performance of work under this Agreement of any subcontract hereunder, Contractor, any subcontractor, or any person acting on behalf of Contractor or any sub -contractor, shall not discriminate by reason of race, religion, color, sex, national origin or ancestry against any citizen of the State of Indiana who is qualified and available to perform the work to which the employment relates; 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 B,�;rl�,- y: Ri hard Foore, Member Anthony L. Foster, II, Member Date: 11 /3-/� APPROlk-D--77714,A�^ arch L. Hutton, Mayor Date: % L "CONTRACTOR" GROUND RULES, INC. P.O. Box 236 Zionsville, IN 46077 Title: 34,"44- Date: I Ax,/& Page 6 of 6 Owner/Consultant Agreement F-XHIBIT PAGE _ 1OF AGREEMENT BETWEEN OWNER AND CONSULTANT FOR ZONING CODE PREPARATION SERVICES Agreement made as of the day of , Two Thousand Fourteen (2014), between the Owner: City of Richmond Department of Metropolitan Development 50 North 5"' Street Richmond, IN 47374 and the Consultant: Ground Rules, Inc. PO Box 236 Zionsville, IN 46077 For the following Project: Revision to the Existing Unified Development Ordinance Unified Development Ordinance Update Owner/Consultant Agreement EXHIBIT _PAGE -Z--OF TERMS AND CONDITIONS OF AGREEMENT BETWEEN OWNER AND CONSULTANT ARTICLE 1 CONSULTANT'S RESPONSIBILITIES 1.1 The Consultant's services consist of those services performed by the Consultant's employees as enumerated in this Agreement. 1.2 The Consultant's services shall be performed as expeditiously as is consistent with professional skill and care, and the orderly progress of the work acceptable by the Owner. 1.3 The Consultant shall revised the Unified Development Ordinance for the City of Richmond as directed by the Department of Metropolitan Development staff. 1.4 Prompt written notice shall be given by Consultant to the Owner, if it becomes aware of any fault or defect in the Project or nonconformance with the Agreement. ARTICLE 2 OWNER'S RESPONSIBILITIES 2.1 The Owner shall provide full access to information it possesses and/or that is readily accessible to the Owner at no cost to the Consultant regarding requirements for the project. 2.2 The Owner shall assign a single representative authorized to act on the Owner's behalf with respect to the Project. That representative shall be Anthony L. Foster. 2.3 The Owner's representative shall render decisions in a timely manner pertaining to material submitted by the Consultant in order to avoid unreasonable delay in the orderly sequential progress of the Consultant's services. 2.4 The Owner shall be prepared for meetings or events in order to efficiently complete the necessary tasks and make the necessary decisions. 2.5 The Owner shall relay necessary information and guidance to the Consultant in a reasonable amount of time in order to avoid work load imbalances or scheduling conflicts for the Consultant. 2.6 The Owner shall provide its own legal review of the final products of the Project prior to adoption and make any findings or necessary changes known to the Consultant in writing. 2.7 The Owner shall be responsible for advertising meetings, both internally and to the public as necessary. Further, the Owner shall pay for the cost of newspaper advertisements announcing public meetings, including legal advertisements. 2.8 The Owner shall provide and arrange for meeting space for periodic meetings at no cost to the Consultant. 2.9 Prompt written notice shall be given by the Owner to the Consultant if it becomes aware of any fault or defect in the Project or nonconformance with the Agreement. 2.10 The Owner shall also be responsible for distribution of the draft documents to each steering committee, BZA, or Plan Commission member as necessary once the Consultant delivers the multiple copies to the Owner. Unified Development Ordinance Update 2 Owner/Consultant Agreement EXHIBIT PAG OF ARTICLE 3 SCOPE OF SERVICES 3.1 General provisions. A) This Agreement has been based on a Scope of Services believed to be most appropriate for the City of Richmond. For clarity of this formal agreement, the Scope of Services outlined below and the fee associated with it supersedes previous conversations, presentations and proposals. B) The official start date for this Agreement will be the first meeting between the Consultant and Owner, after the contract is executed. 3.2 Preliminary meetings. A) The Consultant will meet with appropriate City representatives prior to starting work on the Unified Development Ordinance to document specific issues the City wishes to be resolved. 3.3 Develop the first full draft. A) The Consultant will take all the information gathered and develop a first full draft Unified Development Ordinance. B) The first full draft will be developed with ongoing guidance from the Department of Metropolitan Development through phone and electronic meetings. The completed first full draft will have all proposed changes coded in red for quick identification. The delivered document will only include the changed pages unless instructed to do otherwise. 3.4 First review. A) City staff will review the proposed changes and to provide comment back to the Consultant. 3.5 Develop the second full draft. A) The Consultant will make the necessary changes to the first full draft based on input. B) Upon completion of the revisions, the Unified Development Ordinance will be conveyed back to the City for introduction to the full Plan Commission. 3.6 Second full draft review. A) The Owner's Representative will facilitate a process with the City's Plan Commission to seek comment on the proposed changes. The Consultant may be requested to attend one or more Plan Commission meetings. B) The City's legal representative will be conveyed the same draft and asked to provide comment. 3.7 Zoning map. A) The Consultant and city staff, if necessary, will collaborate on zoning map changes. The Consultant's role would be strictly advisory. 3.8 Develop final draft. A) The Consultant will make the final necessary changes to the second draft based on the staff, legal counsel and plan commission input. The changed text shall remain coded in red. B) The Consultant will publish the final draft document and make copies available to begin the formal adoption hearing process. 3.9 Adoption (formal public review). A) The Consultant will provide technical assistance to the Community throughout the adoption process to help avoid common problems. We will attend Plan Commission meeting(s) if requested. B) The Consultant will make changes to the documents that are instructed by the Plan Commission throughout the adoption process. C) Once the Plan Commission properly certifies the Unified Development Ordinance it will be forwarded to the City Council for adoption. The Consultant will attend the Common Council Meeting if requested to aid in the process. 3.10 Preparation of final documents. A) Once the Unified Development Ordinance has been legally adopted, The Consultant will prepare the documents for printing and transferred electronically to the Community in pdf format. Unified Development Ordinance Update 3 Owner/Consultant Agreement EXHIBIT PAGE OF ARTICLE 4 DELIVERABLES 4.1 Draft deliverables. A) All draft documents will be conveyed electronically in pdf format. 4.2 Final deliverables for this project are as follows: A) One (1) copy of the final Unified Development Ordinance, on CD Rom in Acrobat (copy -ready format. ARTICLE 5 ADDITIONAL SERVICES 5.1 Any additional services beyond the identified Scope of Services, which the Community requests, shall be invoiced at the hourly rate of one hundred thirty dollars ($130.00) per hour for a principal planner and one hundred ten dollars ($110.00) an hour for a senior planners. No additional services will be incurred or invoiced without written (letter or e-mail) notice to proceed by the Owner. 5.2 Reimbursable expenses in conjunction with additional services shall be invoiced at cost plus ten percent (10%). Reimbursable expenses may include printing, copying, telephone calls, faxes, shipping, mileage, and other costs consistent with providing the services. However, mileage will be charged at the federally published rate. 5.3 If the Owner changes the City Representative or other critical staff which results in notable additional time or expense to the Consultant (e.g. shift in capabilities, interests, knowledge, or experience), these additional costs shall be quantified by the Consultant and Owner, and a fair adjustment to the fee be added to the contract amount. 5.4 If the process extends beyond 5 months at no fault of the Consultant, the owner shall compensate the Consultant for overhead expenses (e.g. invoicing, project management, etc.) that result from extending the contract timeline. This amount shall be $150 per month beginning after the 5th month. ARTICLE 6 MEDIATION 6.1 If a dispute arises out of or relating to this Agreement, or the breach thereof, and if the said dispute cannot be settled through direct discussions, the parties agree as a first endeavor to settle the dispute in an amicable manner by mediation through a mutually agreed upon service or party acceptable to each before having recourse to arbitration or a judicial forum. Unified Development Ordinance Update Owner/Consultant Agreement EXHIBIT PAGE OF a - ARTICLE 7 TERMINATION, SUSPENSION OR ABANDONMENT 7.1 This Agreement may be terminated by either party upon not less than a seven (7) days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. 7.2 The Agreement may be terminated by the Owner upon not less than seven (7) days' written notice to the Consultant in the event that the Project is permanently abandoned. If the Project is abandoned by the Owner for more than 60 consecutive days, the Consultant may terminate this Agreement by giving written notice. 7.3 Failure of the Owner to make payments to the Consultant in accordance with this Agreement shall be considered substantial nonperformance and cause for termination. 7.4 If the Owner fails to make payment when due to the Consultant for services and expenses, the Consultant may, after invoice is due and upon written notice to the Owner, suspend performance of services in this Agreement. Unless payment in full is received by the Consultant within fifteen (15) days from date of notice, the suspension shall take effect without further notice. ARTICLE 8 MISCELLANEOUS PROVISIONS 8.1 Unless otherwise provided, this Agreement shall be governed by the laws of the State of Indiana. 8.2 The Owner and Consultant, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to covenants of this Agreement. Neither Owner nor Consultant shall assign this Agreement without the written consent of the other. 8.3 This Agreement represents the entire and integrated agreement between the Owner and Consultant and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Consultant. 8.4 Legal defensibility of any code cannot be guaranteed due to the nature of the court system, differing legal interpretations, ongoing case law decisions, and federal and state legislation changes. Client decisions throughout the process can also influence the defensibility of a zoning code (e.g. the client may want to ban off -premises signs, which is unclear as to whether that regulation would hold up in court). The Consultant will produce an end product that is consistent with professional quality and the firm's knowledge. Unified Development Ordinance Update Owner/Consultant Agreement EXHIBIT PAGEs�l ARTICLE 9 PAYMENT TO THE CONSULTANT 9.1 In consideration of the Scope of Services and Schedule, the Consultant will complete the Unified Development Ordinance update for $7,700. 9.2 Reimbursable expenses related to the completion of the Scope of Services shall be invoiced at cost. Reimbursable expenses may include mileage, printing, copying, photography, phone, fax, postage, package shipping, and the like. The total amount of reimbursable expenses shall not exceed $500. 9.3 Optional services beyond the Unified Development Ordinance update preparation include: A) Trips to the Community. Any requested on -site meetings shall be invoiced at $500, flat rate, per trip which includes all mileage, travel time (at 1/2 rate), and up to 2 1/2 hours in Richmond for meetings. Time spent on -site beyond 2 1/2 hours will be invoiced at $130 per hour. 9.4 Monthly invoices will be submitted (on or shortly after 2 1 ' of each month) and shall be based on the percent of the Project completed during that monthly period. Payment is due upon receipt and to be paid within a time consistent with normal payables processed by the Community. 9.5 If the project is abandoned, in part or in whole, payment will be due upon presentation of the final accounting of services based on hours of service rendered and reimbursable expenses incurred since the last paid invoice to the date of such action. This Agreement entered into as of the day and year as written on the title page. Owner City of Richmond (signature) Date Consultant Ground Rules, Inc. Bradl . Johnson, AICP (signature) President/Principal Planner 11 lalzdl� Date Unified Development Ordinance Update