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HomeMy WebLinkAboutGround Rules/DOCS/47,500/Community plan development Ground Rules Department of Community Services-2014 Appropriation#1192: P.O. #31709 Contract Not To Exceed $47.500.00 AGREEMENT FOR PURCHASE OF GOODS AND SERVICES Co) THIS AGREEMENT FOR PURCHASE OF GOODS AND SERVICES ("Agreement ) is hereby entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety ("City"), and Ground Rules, an entity duly authorized to do business in the State of Indiana ("Vendor"). TERMS AND CONDITIONS 1. ACKNOWLEDGMENT, ACCEPTANCE: Vendor acknowledges that it has read and understands this Agreement, and agrees that its execution of same constitutes its acceptance of all of the Agreement's terms and conditions. 2. PERFORMANCE: City agrees to purchase the goods and/or services (the "Goods and Services") from Vendor using City budget appropriation number 1192 funds. Vendor agrees to provide the Goods and Services and to otherwise perform the requirements of this Agreement by applying at all times the highest technical and industry standards. 3. PRICE AND PAYMENT TERMS: 3.1 Vendor estimates that the total price for the Goods and Services to be provided to City hereunder shall be no more than Forty Seven Thousand Five Hundred Dollars ($47,500.00) (the "Estimate"). Vendor shall submit an invoice to City no more than once every thirty (30) days detailing the Goods and Services provided to City within such time period. City shall pay Vendor for such Goods and Services within sixty (60) days after the date of City's receipt of Vendor's invoice detailing same, so long as and to the extent such Goods and Services are not disputed, are in conformance with the specifications set forth in Exhibit A, are submitted on an invoice that contains the information contained on attached Exhibit B, and Vendor has otherwise performed and satisfied all the terms and conditions of this Agreement. 3.2 Vendor agrees not to provide any Goods and Services to City that would cause the total cost of the Goods and Services provided by Vendor to City hereunder to exceed the Estimate, unless City has previously agreed, in writing, to pay an amount in excess thereof. 4. WARRANTY: Vendor expressly warrants that the Goods and Services covered by this Agreement will conform to those certain specifications, descriptions and/or quotations regarding same as were provided to Vendor by City and/or by Vendor to and accepted by City all of which documents are incorporated herein by reference, and that the Goods and Services will be delivered in a timely, good and workmanlike manner and free from defect. Vendor acknowledges that it knows of City's intended use and expressly warrants that the Goods and Services provided to City pursuant to this Agreement have been selected by Vendor based upon City's stated use and are fit and sufficient for their particular purpose. pVra.np,r.l4vr dva rh�rV,\xAJaaM(',mm�aW W Sm Y 4nJr AaVN R3VJIJY.H[MLtiU NIIIFti Cnn.k kke..6n.V 1 V]IH R!I AMI ' Ground Rules Department of Community Services - 2014 Appropriation#1192: P.O.#31709 Contract Not To Exceed $47,500.00 5. TIME AND PERFORMANCE: This Agreement shall become effective as of the last date on which a party hereto executes same ("Effective Date"), and both parties shall thereafter perform their obligations hereunder in a timely manner. Time is of the essence of this Agreement. 6. DISCLOSURE AND WARNINGS: If requested by City, Vendor shall promptly furnish to City, in such form and detail as City may direct, a list of all chemicals, materials, substances and items used in or during the provision of the Goods and Services provided hereunder, including the quantity, quality and concentration thereof and any other information relating thereto. At the time of the delivery of the Goods and Services provided hereunder, Vendor agrees to furnish to City sufficient written warning and notice (including appropriate labels on containers and packing) of any hazardous material utilized in or that is a part of the Goods and Services. 7. LIENS: Vendor shall not cause or permit the filing of any lien on any of City's property. In the event any such lien is filed and Vendor fails to remove such lien within ten (10) days after the filing thereof, by payment or bonding, City shall have the right to pay such lien or obtain such bond, all at Vendor's sole cost and expense. 8. DEFAULT: In the event Vendor: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Vendor's warranties; (b) fails to provide the Goods and Services as specified herein; (c) fails to make progress so as to endanger timely and proper provision of the Goods and Services and does not correct such failure or breach within five (5) business days (or such shorter period of time as is commercially reasonable under the circumstances) after receipt of notice from City specifying such failure or breach; or (d) becomes insolvent, is placed into receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to (1) terminate all or any parts of this Agreement, without liability to Vendor; and (2) exercise all other rights and remedies available to City at law and/or in equity. 9. INSURANCE AND INDEMNIFICATION: Vendor shall procure and maintain in full force and effect during the term of this Agreement, with an insurer licensed to do business in the State of Indiana, such insurance as is necessary for the protection of City and Vendor from all claims for damages under any workers' compensation, occupational disease and/or unemployment compensation act; for bodily injuries including, but not limited to, personal injury, sickness, disease or death of or to any of Vendor's agents, officers, employees, contractors and subcontractors; and, for any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom. The coverage amounts shall be no less than those amounts set forth in attached Exhibit C. Vendor shall cause its insurers to name City as an additional insured on all such insurance policies, shall promptly provide City, upon request, with copies of all such policies, and shall provide that such insurance policies shall not be canceled without thirty (30) days prior notice to City. Vendor shall indemnify and hold harmless City from and against any and all liabilities, claims, demands or expenses (including, but not limited to, reasonable attorney fees) for injury, death and/or damages to any person or property arising from or in connection with Vendor's provision of Goods and Services pursuant to or under this Agreement or Vendor's use of City property. \I;','ppSIM"Ja1+-•JrrvnVAY'6MMLL'avra�sWmlAa S GW'Sa�Ix rs,x,I4GRC)UN,RIII- S G+d k S(k,1,5114!OI-IX21 MII Ground Rules • Department of Community Services - 2014 Appropriation#1192: P.O.#31709 Contract Not To Exceed $47,500.00 Vendor further agrees to indemnify, defend and hold harmless City and its officers, officials, agents and employees from all claims and suits of whatever type, including, but not limited to, all court costs, attorney fees, and other expenses, caused by any act or omission of Vendor and/or of any of Vendor's agents, officers, employees, contractors or subcontractors in the performance of this Agreement. These indemnification obligations shall survive the termination of this Agreement. 10. GOVERNMENT COMPLIANCE: Vendor agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes which may be applicable to Vendor's performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference. Vendor agrees to indemnify and hold harmless City from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules, regulations and codes. This indemnification obligation shall survive the termination of this Agreement. 11. NONDISCRIMINATION: Vendor represents and warrants that it and all of its officers, employees, agents, contractors and subcontractors shall comply with all laws of the United States, the State of Indiana and City prohibiting discrimination against any employee, applicant for employment or other person in the provision of any Goods and Services provided by this Agreement with respect to their hire, tenure, terms, conditions and privileges of employment and any other matter related to their employment or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran status. 12. E-VERIFY Pursuant to I.C. § 22-5-1.7 et seq., as the same may be amended from time to time, and as is incorporated herein by this reference (the "Indiana E-Verify Law"), Vendor is required to enroll in and verify the work eligibility status of its newly-hired employees using the E-Verify program, and to execute the Affidavit attached herein as Exhibit D, affirming that it is enrolled and participating in the E-verify program and does not knowingly employ unauthorized aliens. In support of the Affidavit, Vendor shall provide the City with documentation indicating that it has enrolled and is participating in the E-Verify program. Should Vendor subcontract for the performance of any work under and pursuant to this Agreement, it shall fully comply with the Indiana E-Verify Law as regards each such subcontractor. Should the Vendor or any subcontractor violate the Indiana E-Verify law, the City may require a cure of such violation and thereafter, if no timely cure is performed, terminate this Agreement in accordance with either the provisions hereof or those set forth in the Indiana E-Verify Law. The requirements of this paragraph shall not apply should the E- Verify program cease to exist. 13. NO IMPLIED WAIVER: The failure of either party to require performance by the other of any provision of this Agreement shall not affect the right of such party to require such performance at any time thereafter, nor shall the waiver by any party of a breach of any provision of this Agreement constitute a waiver of any succeeding breach of the same or any other provision hereof. 14. NON-ASSIGNMENT: Vendor shall not assign or pledge this Agreement, whether as collateral for a loan or otherwise, and shall not delegate its obligations under this Agreement without City's prior written consent. \0 min03�IWxr01tl-atlntinV>M\AV Wd'nrrlrxuV4MS.�SC d.S.nV)(cs&IlY;N(IU.VU 0.l1IF.S-trvvatS 1.k,d..c'-YI 4201-0X23 AMl ' Ground Rules Department of Community Services-2014 Appropriation#1192: P.O.#31709 Contract Not To Exceed $47,500.00 15. RELATIONSHIP OF PARTIES: The relationship of the parties hereto shall be as provided for in this Agreement, and neither Vendor nor any of its officers, employees, contractors, subcontractors and agents are employees of City. The contract price set forth herein shall be the full and maximum compensation and monies required of City to be paid to Vendor under or pursuant to this Agreement. 16. GOVERNING LAW; LAWSUITS: This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana, except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same. 17. SEVERABILITY: If any term of this Agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term shall be deemed reformed or deleted, but only to the extent necessary to comply with same, and the remaining provisions of this Agreement shall remain in full force and effect. 18. NOTICE: Any notice provided for in this Agreement will be sufficient if it is in writing and is delivered by postage prepaid U.S. certified mail, return receipt requested, to the party to be notified at the address specified herein: If to City: City of Carmel AND Douglas C. Haney, City Attorney One Civic Square Department of Law Carmel, Indiana 46032 One Civic Square Attn: Mike Hollibaugh Carmel, Indiana 46032 If to Vendor: Ground Rules PO Box 236 Zionsville, IN 46077 Telephone: 317-733-3535 ATTENTION: Bradley E. Johnson Notwithstanding the above, notice of termination under paragraph 19 hereinbelow shall be effective if given orally, as long as written notice is then provided as set forth hereinabove within five (5) business days from the date of such oral notice. 19. TERMINATION: 19.1 Notwithstanding anything to the contrary contained in this Agreement, City may, upon notice to Vendor, immediately terminate this Agreement for cause, in the event of a default hereunder by Vendor and/or if sufficient funds are not appropriated or encumbered to pay for the Goods and Services to be provided hereunder, In the event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice amount representing conforming Goods and Services delivered as of the date of termination, except that such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. NSnaivpp I Wxc{Ltv-MrznV.TNlluucalM.inirvncM,,*Saes h C2,,a)a.SecV)x:suoka3Rc)InI)RILES-Cvila S!gakn hx.N13UOI4 Y23 A 11 Ground Rules Department of Community Services - 2014 Appropriation#1192; P.O. #31709 Contract Not To Exceed $47.500.00 19.2 City may terminate this Agreement at any time upon thirty (30) days prior notice to Vendor. In the event of such termination, Vendor shall be entitled to receive only payment for the undisputed invoice amount of conforming Goods and Services delivered as of the date of termination, except that such payment amount shall not exceed the Estimate amount in effect at the time of termination, unless the parties have previously agreed in writing to a greater amount. 19.3 The City may terminate this Agreement pursuant to Paragraph 11 hereof, as appropriate. 20. REPRESENTATIONS AND WARRANTIES The parties represent and warrant that they are authorized to enter into this Agreement and that the persons executing this Agreement have the authority to bind the party which they represent. 21. ADDITIONAL GOODS AND SERVICES Vendor understands and agrees that City may, from time to time, request Vendor to provide additional goods and services to City. When City desires additional goods and services from Vendor, the City shall notify Vendor of such additional goods and services desired, as well as the time frame in which same are to be provided. Only after City has approved Vendor's time and cost estimate for the provision of such additional goods and services, has encumbered sufficient monies to pay for same, and has authorized Vendor, in writing, to provide such additional goods and services, shall such goods and services be provided by Vendor to City. A copy of the City's authorization documents for the purchase of additional goods and services shall be numbered and attached hereto in the order in which they are approved by City. 22. TERM Unless otherwise terminated in accordance with the termination provisions set forth in Paragraph 19 hereinabove, this Agreement shall be in effect from the Effective Date through December 31, 2014 and shall, on the first day of each January thereafter, automatically renew for a period of one (1) calendar year, unless otherwise agreed by the parties hereto. 23. HEADINGS All heading and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof. 24. BINDING EFFECT The parties, and their respective officers, officials, agents, partners, successors, assigns and legal representatives, are bound to the other with respect to all of the covenants, terms, warranties and obligations set forth in Agreement. 25. NO THIRD PARTY BENEFICIARIES This Agreement gives no rights or benefits to anyone other than City and Vendor. 26. IRAN CERTIFICATION: Pursuant to I.C. § 5-22-16.5, the Vendor shall certify that, in signing this document, it does not engage in investment activities within the Country of Iran. 27. ADVICE OF COUNSEL: The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain legal advice and assistance of counsel throughout the negotiation of this Agreement, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. (\Visrpp .. r6vo-aJrNOL4MhtueM1nCOninc�Nh LS[z&4vvJx S.c,\[XK%19'I]'GHOUNU RULE].Cw,h SSp.kecdr-S/IA?oIlal AMf Ground Rules Department of Community Services-2014 Appropriation#1192; P.O.#31709 Contract Not To Exceed$47,500.00 28. ENTIRE AGREEMENT: This Agreement, together with any exhibits attached hereto or referenced herein, constitutes the entire agreement between Vendor and City with respect to the subject matter hereof, and supersedes all prior oral or written representations and agreements regarding same. Notwithstanding any other term or condition set forth herein, but subject to paragraph 16 hereof, to the extent any term or condition contained in any exhibit attached to this Agreement or in any document referenced herein conflicts with any term or condition contained in this Agreement, the term or condition contained in this Agreement shall govern and prevail. This Agreement may only be modified by written amendment executed by both parties hereto, or their successors in interest. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA Ground Rules by and through its Board of Public Works and Safety By: 1 / By: James Brainard, Presiding Officer Author' Sign e Date: Bradley E . Johnson I� s�,� i - Printed Name Mary A Burke, Member Date: S 4j�' President/Principal Planner Title Lori S. Watson,.Member , FID/TIN: 35-2141837 Date: —1/—/7" / Last Four of SSN if Sole Proprietor: ATTEST/ / Date: 05/14/2014 (Lk la Diana Cordray, Jerk-Treasurer Date: S Mn.n,gnl.nm...�VAW ...'.m.nNM].n!t S..W(C l!'(IKOUNIl0.VIES.C.M&tknda.VLVblll1!AMA Project Understanding: Ground Rules' understands that Carmel's Project goals are to: • Merge the Zoning Ordinance and Subdivision Control Ordinance into a Unified Development Ordinance, and • Update the City's existing Subdivision Control Ordinance. Scope of Services: • Prepare a Unified Development Ordinance (UDO) by merging the content from the City's Zoning Ordinance and Subdivision Control Ordinance into a user-friendly format. The initial reformatting will result in: » A Initially no content change or intent change to the City's regulations (the purpose is to first get the reformatting approved by the City before starting edits to the regulations), » Illustrations and wayfinding graphics inserted into the body of the document to help convey development requirements and to illustrate definitions, » An electronic version of the UDO with active hyperlinks, cross references, dynamic headers, etc., » Removal of conflicts in language and correcting technical errors to the extent possible without changing content or intent of the regulations, and • An audit report of discovered conflicting language (that would change content), technical errors, legal issues, consistency concerns, content suggestions, and illustration suggestions. • Prepare a full update to the City's Subdivision Control Ordinance, either into the above described UDO for review, or as a stand-alone document ready to be incorporated into the UDO at a later date. The updated Subdivision Control Ordinance will: » Be calibrated to address current and future needs of the City, » Address all known issues with the Subdivision Control Ordinance documented by City staff, » Utilize the best known regulatory language for legally defensibility, • Update the standards to be in compliance with new State Statutes, » Be user-friendly with illustrations and navigational aids to help the reader clearly understand and quickly find the applicable regulations, and » Clearly communicate the processes and expectations of the petitioner/developer. Ground Rules' Scope of Services Will Also Include: • A full review of the construction/engineering standards for compatibility with the Unified Development Ordinance. If conflicts or inconsistencies are discovered at any point during the process we will provide a report of those findings. • Introduction of subdivision best management practices for consideration by the City, • Opportunity to incorporate innovative regulations based on our extensive topic research. If desired, Carmel will be able to choose to incorporate regulations like: 1. Anti-monotony, 2. Low impact development strategies, 3. Transit oriented development transitional strategies 4. LEED or other energy/quality-of-life focused standards, and 5. "Complete Streets" or "Skinny Street" standards. Process Description and Inclusions: • The process for both documents would begin nearly concurrently. The reformatting into a UDO would begin first with the drafting of new subdivision regulations starting a three weeks later after collecting a detailed description of what the City desires to be changed. • The UDO draft would be reviewed, amended and approved by staff prior to introducing it to the Plan Commission and Council. Select members of each body may be included in the internal review. • The subdivision control ordinance will be reviewed, amended and approved by staff. Once the UDO in the previous bullet is tentatively approved by the Plan Commission and Council, the subdivision control ordinance would be introduced to the Plan Commission to begin the formal review and approval process. • Once the subdivision control ordinance is ready for adoption consideration, it will be rolled into the UDO EXHIBIT 4- 11 • format for final review prior to the formal adoption process. • The adoption process will concurrently and formally adopt the new format and the subdivision control ordinance regulations. Once adopted, both projects will be complete and the final document prepared for publication and posting. • No limit to on-site staff meetings or electronic meetings • Participation in all relevant Plan Commission and Common Council meetings, including their respective committee meetings. The proposed budget includes up to 14 total meetings. • Preparation of the initial draft of a unified development ordinance plus up to two major revisions to that document. Minor revisions during the adoption process are not limited. • Preparation of the initial draft of a unified development ordinance plus up to three major revisions to that document. Minor revisions during the adoption process are not limited. • The subdivision control ordinance drafts will include tracking of changes. However, due to the complexity and extensiveness of change to the subdivision control ordinance, the first full draft may utilize a different method to communicate changes from the original, existing document. • Due to the complexity of reorganization to a UDO, the zoning ordinance language is not easily able to be tracked. However, examples and illustrations of the reorganization will be provided to communicate where how the process assured that the regulation and intent have not changed with the reformat. • The time frame for reformatting the documents into a UDO is five weeks, at which time the review by staff can begin. • The time frame for preparing a draft subdivision control ordinance is six weeks beginning after Ground Rules has fully gathered desired changes to the regulations. Fee for Services: • The fee to reformat the City's zoning ordinance and subdivision control ordinance into a UDO is $19,200. • The fee to prepare a revised subdivision control ordinance is $27,800. • Both fees listed above include the time to prepare drafts, participate in meetings, and preparation of the final product, once adopted. • A reimbursement budget of$500 would be used for travel expenses and printing costs, when necessary. No premium over the actual expense will be charged. A II C � • c3 f C sane n ERTIFICA RETAIL TAX EXEMPT 155 00 PAGE l�►1/1111 ,11f J'1 CERTIFICATE NO.003120155 002 0 PURCHASE ORDER NUMBER FEDERAL EXCISE TAX EXEMPT 9 f'D 35-60000972 L/ / ONE CIVIC SQUARE THIS NUMBER MUST APPEAR ON INVOICES.NP CARMEL, INDIANA 46032-2584 VOUCHER. DELIVERY MEMO, PACKING SLIPS, SHIPPING LABELS AND ANY CORRESPONDENCE. FORM APPROVED BY STATE BOARD OF ACCOUNTS FOR CITY OF CARMEL- 1997 PURCHASE ORDER DATE DATE REQUIRED REQUISITION NO. VENDOR NO. DESCRIPTION Gnnrou„ot QuLES eocegli P D . ass- SHIP e0C-S VENDOR © "t, e'✓b /iTO OA)5 ✓,I1p, tN L.P077 C v� . tie,as a-' CONFIRMATION BLANKET CONTRACT PAYMENT TERMS FREIGHT XI QUANTITY UNIT OF MEASURE � DESCRIPTION UNIT PRICE EXTENSION I / I(^/,/� n * glf7,S'rro 011- (F- CA 0.?„- 4P illi " . ' r4 * .la a : otitis bocs 09a- .� _ �o f Send Invoice To: Lisp in. S, itoti-d—( --•e--© 1JJ1� . c/a eDCS orn- CLVic cam. . 147,s�v PLEASE INVOICE IN DUPLICATE DEPARTMENT ACCOUNT PROJECT PROJECT ACCOUNT AMOUNT PAYMENT • NP VOUCHER CANNOT BE APPROVED FOR PAYMENT UNLESS THE P.O. NUMBER IS MADE A PART OF THE VOUCHER AND EVERY INVOICE AND VOUCHER HAS THE PROPER SWORN AFFIDAVIT ATTACHED. SHIPPING INSTRUCTIONS • • I HEREBY CERTIFY THAT THERE IS AN UN.: 'TED BALANCE IN • SHIP REPAID. •••••• • I��• '-w • TO PAY F•• EABOVE ORDER. ' •C.O.D.SHIPMENTS CANNOT BE ACCEPTED. •PURCHASE ORDER NUMBER MUST APPEAR ON ALL ORDERED BY 6 SHIPPING LABELS. A •THIS ORDER ISSUED IN COMPLIANCE WITH CHAPTER 99,ACTS 1945 TITLE I • 4 1 ytoy AND ACTS AMENDATORY THEREOF AND SUPPLEMENT THERETO. CLERK-TREASURER DOCUMENT CONTROL NO. 317 0 9 VENDOR COPY