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HomeMy Public PortalAbout128-2014 - Rundell Ernstberger - Professional Services to create a bicycle & pedestrian master PlanPROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT made and entered into this l/ ' day of VaA4K , 2014, and referred to as Contract No. 128-2014, 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 Rundell Ernstberger Associates, LLC, 618 E. Market Street, Indianapolis, Indiana, 46202 (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 creation of a Bicycle and Pedestrian Master Plan for the City of Richmond, Indiana, 47374 (hereinafter referred to as the "Project"). Contractor's proposal dated October 2, 2014, consists of thirteen (13) 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.128-2014 Page 1 of 6 SECTION III. COMPENSATION City shall pay Contractor a sum not to exceed Forty Thousand Dollars and Zero Cents ($40,000.00) 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. 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. 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 By: Richard_Eoore, N :A Anthony I/F—oster, II, Date: /z-//N APPROVED: Sarah L. Hutton, Mayor Date: .)- JAL, "CONTRACTOR" RUNDELL ERNSTBERGER ASSOCIATES, LLC 618 E. Market Street Indianapolis, IN 46202 Printed: Title: Date: Page 6 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 shalt 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" TILE CITY OF RICI -IMOND, INDIANA BY AND THROUGH ITS Board of Public Works and Safety Vicki Robinson. President a Ric and Foore, Member Fay: thony L. oster, II, Member Date: , r APPROVE6 _� ' .-- Sarah L. Hutton, Mayor Date: "CONTRACTOR" RUNDELL ERNSTBERGER ASSOCIATES, LLC 618 E. Market Street Indianapolis, IN 46202 Printed: Ie-oveip,.S�Fly rr! Title: !i CID Q Date: /2 Nee6of6 EXHIBIT -JA PAGE _ OF-1-5I AGREEMENT FOR DESIGN SERVICES This Agreement, entered into on this day of , 2014, by and between the City of Richmond Department of Metropolitan Development (hereinafter referred to as "City"), and Rundell Ernstberger Associates, LLC (hereinafter referred to as "Consultant"), WITNESSETH: WHEREAS, the City wishes to engage in efforts to plan and design for pedestrian and bicycle infrastructure in the City of Richmond and enhance the connectivity of the City's neighborhoods, public properties, attractions, and related commercial districts to capitalize on existing infrastructure leveraging this work to create a comprehensive network, through creative and cohesive alternative transportation enhancements; and WHEREAS, the City requires the services of a professional consultant in order to perform necessary coordination, planning and design services, which shall be hereinafter referred to as "the Services"; and WHEREAS, it is in the public interest that such Services be undertaken and performed; and WHEREAS, Consultant is willing and able to provide such Services to the City; NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows: Article 1. Scope of Services: Consultant shall provide required Services for the City as set forth in Exhibit A, Scope of Services. Exhibit A is attached hereto and incorporated herein by reference as though fully set forth. Consultant shall diligently pursue its work under this Agreement and shall complete the Services as described in Exhibit A in a timely manner consistent with the Standard of Care identified in Article 2. In the performance of Consultant's work, Consultant agrees to maintain such coordination with the City as may be requested and desirable, including primary coordination with the Department of Metropolitan Development staff designated by the City as project coordinator(s). Consultant agrees that any information or documents supplied by the City pursuant to Article 3, below, shall be used by Consultant for this project only, and shall not be reused or reassigned for any purpose. Article 2. Standard of Care: Consultant shall be responsible for completion of the Services in a manner to consistent with that degree of care and skill ordinarily exercised by members of the EmurJ PAGE OFF same profession currently practicing under similar circumstances. Upon notice to the Consultant and by mutual agreement between the parties, the Consultant will, without additional compensation, correct those services not meeting such a standard. Article 3. Responsibilities of the City: The City shall provide all necessary information regarding requirements for the Services. The City shall furnish such information as expeditiously as is necessary for the orderly progress of the Services, and Consultant shall be entitled to rely upon the accuracy and completeness of such information. The City shall designate who is authorized to act on its behalf with respect to this Agreement. Article 4. Compensation: The City shall pay Consultant a fee based on the payment schedule set forth in Exhibit B, Compensation. Exhibit B is attached hereto and incorporated herein by reference as though fully set forth. The total compensation paid, including fees and expenses, shall not exceed the amount of $40,000.00. Payments will be made according to Consultant's monthly progress statements for each phase and shall be invoiced for the percentage of work completed only. Additional services not set forth in Exhibit A, changes in work, or incurred expenses in excess of the rates set forth in Exhibit B must be authorized in writing by the City or the City's designated representative prior to such work being performed, or expenses incurred. The City shall not make payment for any unauthorized work or expenses. Claims for additional work or expenses must be submitted within thirty (30) days of the completion of the work or expenditure, and must be accompanied by a statement of itemized costs. Article 5. Appropriation of Funds: Notwithstanding any other provision of this Agreement, if funds for the continued fulfillment of this Agreement by the City are at any time not forthcoming or are insufficient, through failure of any entity, including the City itself, to appropriate funds or otherwise, then the Consultant shall have the right to terminate this Agreement without penalty as set forth in Article 7 herein. Article 6. Schedule: Consultant shall perform the Services according to the schedule set forth in Exhibit C, Schedule. Exhibit C is attached hereto and incorporated herein by reference as though fully set forth. The time limits established by this schedule shall not be exceeded, except for reasonable cause as mutually agreed by the parties. Article 7. Termination: In the event of a party's substantial failure to perform in accordance with the terms of this Agreement, the other party shall have the right to terminate the Agreement upon written notice. The nonperforming party shall have fourteen (14) calendar days from the receipt of the termination notice to cure or to submit a plan for cure acceptable to the other party. The City may terminate or suspend performance of this Agreement at the City's prerogative at any time upon written notice to the Consultant. The Consultant shall terminate or suspend performance of the Services on a schedule acceptable to the City, and the City shall pay the Consultant for all the Services performed up to the date that written notice is received, plus reasonable termination or suspension expenses. Upon restart, an equitable adjustment shall be made to the Consultant's compensation and the schedule of services. JEXHIB PAGE � OF Upon termination or suspension of this Agreement, all finished or unfinished reports, drawings, collections of data and other documents generated by Consultant in connection with this Agreement shall become the property of the City, as set forth in Article 11 herein. Article 8. Identity of Consultant: Consultant acknowledges that one of the primary reasons for its selection by the City to perform the duties described in this Agreement is the qualification and experience of the principal personnel whom Consultant has represented will be responsible therefor. Consultant thus agrees that the work to be done pursuant to this Agreement shall be performed by the principal personnel described in Exhibit D, Principal Personnel, and such other personnel in the employ under contract or under the supervision of Consultant. Exhibit D is attached hereto and incorporated herein by reference as though fully set forth. The City reserves the right to reject any of the Consultant's personnel or proposed outside professional subconsultants, and the City reserves the right to request that acceptable replacement personnel be assigned to the project. Article 9. Opinions of Probable Cost: All opinions of probable cost to be provided by Consultant shall represent the best judgment of Consultant based upon the information currently available and upon Consultant's background and experience with respect to projects of this nature. It is recognized, however, that neither Consultant nor the City has control over the cost of labor, materials or equipment, over contractors' method of determining costs for services, or over competitive bidding, market or negotiating conditions. Accordingly, Consultant cannot and does not warrant or represent that the proposals or construction bids received will not vary from the cost estimates provided pursuant to this Agreement. Article 10. Reuse of Instruments of Service: All documents, including but not limited to, drawings, specifications and computer software prepared by Consultant pursuant to this Agreement are instruments of service in respect to this project. They are not intended or represented to be suitable for reuse by the City or others on modifications or extensions of this project or on any other project. The City may elect to reuse such documents; however any reuse without prior written verification or adaptation by Consultant for the specific purpose intended will be at the City's sole risk and without liability or legal exposure to the Consultant. The City shall indemnify and hold harmless the Consultant against all judgments, losses, claims, damages, injuries and expenses arising out of or resulting from such unauthorized reuse or modification. Any verification or adaptation of documents by the Consultant will entitle the Consultant to additional compensation at rates to be agreed upon by the City and the Consultant. Article 11. Ownership of Documents and Intellectual Property: All documents, drawings and specifications, including digital format files, prepared by Consultant and furnished to the City as part of the Services shall become the property of the City. Consultant shall retain its ownership rights in its design, drawing details, specifications, data bases, computer software and other proprietary property. Intellectual property developed, utilized or modified in the performance of the Services shall remain the property of the Consultant. Article 12. Independent Contractor Status: During the entire term of this Agreement, Consultant shall be an independent contractor, and in no event shall any of its personnel, agents or sub -contractors be construed to be, or represent themselves to be, employees of the City. Article 13. Indemnification: Consultant shall indemnify and hold harmless the City of Richmond, the Department of Metropolitan Development, and the officers and employees of the L7�lallll�� � ' �' • , City from any and all damages, costs, expenses or other liability arising out of the Agreement or occasioned by the reckless or negligent performance or attempted performance of its professional services, including any reckless or negligent act or omission to act or any willful misconduct on the part of the Consultant, its employees, subconsultants, or anyone for whom the Consultant is legally liable, except that the above shall not apply to the sole negligence or willful misconduct of the City or the City's agents, servants, or independent contractors who are directly responsible to the City. This indemnification provision shall apply even if there is concurrent or joint negligence by either or both parties. Article 14. Insurance: During the performance of any and all Services under this Agreement, Consultant shall maintain the following insurance in full force and effect: a. General Liability Insurance, with a minimum combined single limit of $1,000,000 for each occurrence and $2,000,000 in the aggregate. b. Automobile Liability Insurance, with a minimum combined single limit of $1,000,000 for each person and $1,000,000 for each accident. Professional Liability Insurance ("Errors and Omissions Insurance") with a minimum limit of $2,000,000 annual aggregate. d. Workers' Compensation Insurance in accordance with the statutory requirements of Title 22 of the Indiana Code. All insurance policies shall be issued by an insurance company authorized to issue such insurance in the State of Indiana. The City of Richmond, and the officers, employees and agents of each shall be named as insured under both the General Liability Insurance and Automobile Liability Insurance policies, and such policies shall stipulate that the insurance will operate as primary insurance and that no other insurance effected by the City will be called upon to contribute to a loss hereunder. Consultant shall provide evidence of each insurance policy to the City prior to the commencement of work under the Agreement. Approval of the insurance by the City shall not relieve or decrease the extent to which Consultant may be held responsible for payment of damages resulting from service or operations performed pursuant to this Agreement. If Consultant fails or refuses to procure or maintain the insurance required by these provisions, or fails or refuses to furnish the City required proof that the insurance has been procured and is in force and paid for, the City shall have the right at the City's election to forthwith terminate the Agreement. Article 15. Conflict of Interest: Consultant declares that it has no present interest, nor shall it acquire any interest, direct or indirect, which would conflict with the performance of Services required under this Agreement. The Consultant agrees that no person having any such interest shall be employed in the performance of this Agreement. Article 16. Waiver: No failure of either party to enforce a term of this Agreement against the other shall be construed as a waiver of that term, nor shall it in any way affect the party's right to EXHI6IT PAGE enforce that term. No waiver by any party of any term of this Agreement shall be considered to be a waiver of any other term or breach thereof. Article 17. Severability: The invalidity, illegality or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed from this Agreement, and the balance of the Agreement shall be construed and enforced as if it did not contain the particular provision to be held void. The parties further agree to amend this Agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this Article shall not prevent this entire Agreement from being void should a provision which is of the essence of this Agreement be determined void. Article 18. Assignment: Neither the City nor the Consultant shall assign any rights or duties under this Agreement without the prior written consent of the other party; provided, however, Consultant may assign its rights to payment without the City's consent. Unless otherwise stated in the written consent to an assignment, no assignment will release or discharge the assignor from any obligation under this Agreement. Article 19. Third Party Rights: Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the City and the Consultant. Article 20. Governing Law and Venue: This Agreement shall be governed by the laws of the State of Indiana. Venue of any disputes arising under this Agreement shall be in the Wayne County Circuit Court, Richmond, Indiana. Article 21. Non -Discrimination: Consultant shall comply with all City of Richmond Ordinances and all other federal, state and local laws and regulations governing non-discrimination in employment. Article 22. Compliance with Laws: In performing the Services under this Agreement, Consultant shall comply with any and all applicable federal, state and local statutes, ordinances, plans, and regulations, including any and all regulations for protection of the environment. When appropriate, Consultant shall advise City of any and all applicable regulations and approvals required by the Federal Environmental Management Agency (FEMA). Where such statutes, ordinances, plans or regulations of any public authority having any jurisdiction on the project are in conflict, Consultant shall proceed using its best judgment only after attempting to resolve any such conflict between such governmental agencies, and shall notify the City in a timely manner of the conflict, attempts of resolution, and planned course of action. Pursuant to I.C. 5-22-16.5,et seq, Consultant hereby certifies that it is not engaged in investment activities in Iran, as those terms may be defined in I.C. 5-22-16.5, et seq. Consultant affirms under penalties of perjury that it does not knowingly employ an unauthorized alien. Consultant shall enroll in and verify (or has enrolled in and verifies) the work eligibility status of all its newly hired employees through the E-Verify program as defined in I.C. 22-5-1.7-3. EXHIBIT P E- � Consultant is not required to participate should the E-Verify program cease to exist. Additionally, Consultant is not required to participate if Consultant is self-employed and does not employ any employees. Consultant shall not knowingly employ or contract with an unauthorized alien. Consultant shall not retain an employee or contract with a person that Consultant subsequently learns is an unauthorized alien. Consultant shall require its subcontractors, who perform work under this contract, to certify to Consultant that the subcontractor does not knowingly employ or contract with an unauthorized alien and that the subcontractor has enrolled and is participating in the E-Verify program. Consultant agrees to maintain this certification throughout the duration of the term of a contract with a subcontractor. Article 23. Notices: Any notice required by this Agreement shall be made in writing to the addresses specified below: City: City of Richmond Department of Metropolitan Development Attn.: Tony Foster Il, Director 50 North Fifth Street Richmond, IN 47374 Consultant: Rundell Ernstberger Associates, LLC Attn: Kevin Osburn, Principal 618 E. Market Street Indianapolis, IN 46202 Nothing contained in this Article shall be construed to restrict the transmission of routine communications between representatives of the City and the Consultant. Article 24. Intent to be Bound: The City and the Consultant each bind itself and its successors, executors, administrators, permitted assigns, legal representatives and, in the case of a partnership, its partners to the other party to this Agreement, and to the successors, executors, administrators, permitted assigns, legal representatives and partners of such other party in respect to all provisions of this Agreement. Article 25. Integration and Modification: This Agreement, including all Exhibits incorporated by reference, represents the entire and integrated agreement between the City and the Consultant. It supersedes all prior and contemporaneous communications, representations and agreements, whether oral or written, relating to the subject matter of this Agreement. This Agreement may be modified only by a written amendment signed by both parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first written above. CITY OF RICHMOND M Tony Foster II, Director Date CONSULTANT BY: Rundell E tberger Associates, LLC 6in� 10/22/14 Kevin J. Osburn, PLA, ASLA Date Principal EXHIBIT _ PAGE - , _ ] Exhibit A Scope of Services City of Richmond Bicycle and Pedestrian Master Plan Project Introduction The primary goals of this project include: 1. Create an understanding of the true prevalence of walking and bicycling currently in Richmond and increase the number of bicyclists and walkers in the community. 2. Increase the amount of people walking and bicycling for everyday transportation purposes such as commuting to work, walking or bicycling to school and running errands. 3. Provide guidance and priorities for implementing programs, policies and infrastructure to support walking and bicycling with a broad range of funding and support. Explanation of Involved Parties The Indiana State Department of Health (ISDHL ISDH will be the fiscal agent providing the grant funds for the hiring of a consultant to assist the City in the preparation of the plan. ISDH staff from the Division of Nutrition and Physical Activity (DNPA) will provide grant administration oversight, support and technical assistance as needed throughout this project and administer the disbursement of the grant funds. The City of Richmond: The City of Richmond is the grantee receiving the grant funds for this project for the purposes of hiring a consultant to prepare the plan. The City will assign a staff member as the project manager for the project as a primary point of contact with ISDH. The City will manage the overall project, hire the consultant and pay the consultant directly. The Bicycle -Pedestrian Master Plan Advisory Committee (The Advisory Committee): The Advisory Committee will provide guidance throughout the planning process as identified in the project work plan. Work Plan The following approach is provided to initiate and conduct the various elements of the work. Each phase is explained along with the project tasks and a deliverable product where applicable. Phase One: Develoyine the Plan This phase will include the tasks necessary to create a City-wide bicycle and pedestrian master plan. The City will assign a lead staff person to help manage the plan and be the point person for project communication. Task 1 Existing Conditions Analysis The Consultant and the City will conduct a review of the existing conditions that influence walking and bicycling within the study area. This task should include an inventory and analysis of policies, programs and infrastructure that currently support walking and bicycling. A survey of EXHIBIT JLPAGE OF residents in the community shall be conducted that quantifies the extent, barriers and opportunities for walking and bicycling within the community. The product of this task will be written narrative, a summary of the physical inventory and analysis along with a summary of the results of the community survey. Task 2 Meet with the Advisory Committee and the Public At a minimum this task will include advisory committee meetings at the beginning of the analysis task to gather committee input, a public meeting to gather comments from the analysis and a second advisory committee meeting towards the end of the analysis task to review the results of the public meeting and the final existing conditions analysis. The product of this task will be the products necessary to conduct a minimum of two (2) advisory committee meetings and one (1) public meeting along with written summaries of each. Task 3 Prepare the draft plan The draft plan will be prepared based upon public input and discussions between City staff and the consultant. The plan will include the findings of the analysis task along with recommendations for both policies and infrastructure improvements. A map illustrating the proposed pedestrian and bicycle system will be included as part of the draft document. The plan will be available for review in both electronic and print media. The product of this task will be copies of the draft plan for review and comment. Task 4 Meet with the Advisory Committee and the Public This task will include at least two (2) advisory committee meetings during the production of the draft plan and one (1) public meeting to review the draft document. The public meeting should also be used to solicit input necessary to help prioritize the recommendations of the plan. The product of this task will be the products necessary to conduct two (2) advisory committee meetings and one (1) public meeting along with written summaries of each. Task 5 Develop the Plan Priorities and Prepare the Final Plan for Adoption The recommendations of the plan will be prioritized based upon the public input gained in Task 4 and will include a detailed implementation chart with projected ranges for starting projects. The advisory committee will meet to discuss the plan priorities prior to the production of the final plan. The final plan will include an executive summary which summarizes the plan elements. The product of this task will include a prioritized list of recommendations of the draft plan. The product of this task will also include the final plan document in both hard copy and electronic formats. Copies of the final plan will be provided (including two copies of all final products submitted to ISDH). Phase Two: Implementing the Plan This phase involves the formal adoption of the final plan by the City. Task 1 EXHIBIT PAGE n0P_al Adoption The City will formally adopt the final plan as an amendment to the official City comprehensive plan or thoroughfare plan of the Town, following the requirements necessary as per State code. The product of this task will be a formal resolution adopting the plan. EXHIBIT B Compensation and Cost Summary A. Amount of Payment: 1. The Consultant shall receive as payment for the work performed under this Contract the total lump sum fee of $40,000.00 in accordance with the following Fee Schedule, unless a modification of the Contract is approved in writing by the CITY. 2. The Consultant will be paid for the work performed under this Contract in accordance with the following Fee Schedule: TASK FEE 1.) Inventory and Analysis $10,000.00 2.) Draft Plan $16,000.00 3.) Final Plan $13,500.00 4.) Expenses $500.00 $40,000.00 B. Method of Payment: 1. The Consultant will submit a maximum of one invoice per calendar month for work covered under this Contract. The invoice shall be submitted to the City. The invoice shall represent the value, to the City, of the partially completed work as of the date of invoice voucher. The Consultant will include a summary of each task in Section A above, percentage completed and prior payment in a form acceptable to the City. Payment for hourly services and expenses shall be in accordance with Attachment D-1. 2. The Board for and in consideration of the rendering of the services provided for in Exhibit A, agrees to pay the Consultant for rendering such services the fee established above upon completion of the work thereunder, acceptance thereof by the City, and upon the Consultant submitting an invoice as described above. 3. In the event of a substantial change in the scope, character or complexity of the work on the project, the maximum fee payable and the specified fee shall be adjusted in accordance with Article 4 set out in this Contract. EXHIBIT .a- P OE EXHIBIT B-1 Hourly Rates and Reimbursable Expenses RUNDELL ERNSTBERGER ASSOCIATES, LLC HOURLY RATE SCHEDULE Classification Hourly Rate Principal $195.00 Associate $138.00 Professional Staff (Registered Land. Arch.) $116.00 Technical Staff (Graduate Land. Arch.) $96.00 Clerical $70.00 A surcharge of fifty percent (50%) will be added to hourly rates for expert witness testimony and/or for participation at hearings, depositions, etc. Billing rates may be adjusted by a Contract Supplement to reflect changes in the compensation payable to the CONSULTANT, if agreed upon by both the CITY and the Consultant. Reimbursable Expenses Mileage Standard Mileage Rate Travel, Lodging, and Meals Cost Telephone, Telex, Telecopy, Faxes, etc. Cost Postage, Handling, etc. Cost Copies Black & White (8'h x 11) $0.05/copy Black & White (I I x 17) $0.10/copy Color In -House Printer 8'/2 x 11 Inkjet $1.00 8'/2 x 11 Presentation $1.50 8'/z x 11 Photo Paper $2.50 11 x 17 Inkjet $2.00 11 x 17 Presentation Paper $2.75 11 x 17 Photo Paper $3.50 CD Copies $5.00 Plots Black & White In -House Plots Bond $1.00 SF Vellum $1.50 SF Mylar $1.75 SF Color In -House Plots Heavy bond $4.00 SF Semi -Gloss $5.00 SF High -Gloss $6.00 SF Materials Cost + 5% Equipment Rental Cost + 5% Subcontract Services Cost + 5% ET PAG EXHIBIT City of Riche Bicycle and Pedestrian Ma Nov De Developing the Plan Existing Conditions Analysis Develop Draft Plan Develop Plan Priorities and Final Plan Implementing the Plan Adoption AC=Advisory Committee Meetings P=Public Meetings EXHIBIT PAGE -aOF EXHIBIT D Consultant Roles and Principal Personnel FIRM/ PERSONNEL ROLE Rundell Ernstberger Associates, LLC Lead Planning & Design Firm Land Planning + Urban Design + Landscape Architecture Kevin Osbum, PLA, ASLA Principal in Charge & Project Team Leader Tricia McClellan, PLA, LEED-AP Project Manager Phil Arden, PLA Project Landscape Architect