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HomeMy WebLinkAboutProfessional Services Agreement - Jennifer Settle LLC - Develop Zoning Ordinance Teachers Edition1316 COUNTY -CITY BUILDING 227 W. JEFFERSON BOULEVARD SOT JTH BEND- INDIANA 46601-1830 Jennifer Settle Jennifer Settle, LLC 610 Lyman Avenue Oak Park, IL 60304 A, U, MAC 4 CITY OF SOUTH BEND PETE BUTTIGIEG, MAyrno BOARD OF PUBLIC WORKS I June 25, 2019 RE: Professional Services Agreement Dear Ms. Settle: PHONE 574/235-9251 FAx 574/235-9171 The Board of Public Works, at its meeting held on June 25, 2019, approved the above referenced agreement for the development of Zoning Ordinance Teacher's Edition and ADU design guidelines in the amount of $43,200. Enclosed please find a copy of the agreement for your records. If you have any further questions regarding this matter, please call this office at (574) 235- 9251. Sincerely, Linda M. Martin, Clerk Enclosure GARY A. GILOT GENEVIEVE E. MILLER ELIZABETH A. MARADIK LAURA L. O'SULLIVAN THERESE J. DORAU This Agrecinwit for Professional Services (this "Agreement") is made effective as of 2019 (the `Effective Date"), by and between the City of South Bend, Indiana, a municipal corporation organized and operating under the laws of the State of Indiana, acting by and through its Board of Public Works (the "City"), and Jennifer L. Settle, LLC, a limited liability company organized under the laws of the State of Illinois (the "Provider") (each a "Party" and collectively the "Parties"). For and in consideration of the mutual covenants and promises contained herein, the Parties agree as follows: 1, Services. The Provider will provide to the City the professional services (the "Services") set forth in the Provider's proposal attached hereto as 1Ehibit A (the "Scope of Work"). In the event of any conflict between the terms of this Agreement and the terms of the Scope of Work, the terms of this Agreement will prevail. The Provider will execute its obligations under this Agreement in accordance with the prevailing professional standard of care for projects of similar design and complexity. 2 t crnrr�,aticar. In exchange for the Provider's performance of the Services, and subject to the terms and conditions of this Agreement, the City will pay the Provider a total sum not to exceed Forty -Three Thousand Two Hundred Dollars ($43,200.00) (the "Contract Amount"). The City will pay the Contract Amount in installments upon regular invoicing by the Provider (each a "Contract Installment"). The City will not be required to pay any Contract Installment if the City is not reasonably satisfied with the Provider's performance under this Agreement or any material default or material breach of this Agreement by the Provider exists, as the City may determine in its sole discretion within the duty of reasonableness, good faith, or fair dealing. The sum of all Contract Installments will not exceed the Contract Amount, and the Provider will not incur or seek reimbursement for any expenses in excess of the Contract Amount. 3. Term. T rm"nation° Breach of Contract. A. Unless earlier terminated in accordance with its terms, this Agreement will commence on the Effective Date and end upon the Provider's completion of all its obligations hereunder and the City's final payment therefor. B. Notwithstanding the foregoing, effective on a date ten (10) days' after delivery of a written termination notice to the Provider, the City may terminate this Agreement, in whole or in part, if the City determines that such termination is in the best interest of the City.- In addition, in accordance with applicable laws, payments are subject to annual appropriation. If the City Controller makes a written determination that funds are not appropriated or are otherwise unavailable to support the continuation of this Agreement, it shall be cancelled. A determination by the City Controller that funds are not appropriated or are otherwise unavailable to support the continuation of performance shall be final and conclusive. The City will not be required to pay any Contract Installment or be otherwise liable for any cost associated with the Provider's performance of any Services after the effective date of termination. However, if the City terminates this Agreement early, City will give Provider ten (10) days' written notice and pay all expenses of Provider incurred under the scope of this Agreement up to the point of the early termination date. C. The Provider's failure to complete the Services in accordance with this Agreement will be considered a material breach. In the event of any breach of this Agreement by the Provider, the City will provide written notice of the breach to Provider within ten (10) days of discovering a breach occurred; further, the City may suspend all payments to the Provider and may pursue any and all remedies available at law or in equity, up to the amount paid to Provider due to such breach. D. Failure of City to make payments to Provider in accordance with this Agreement will be considered material breach. Provider may terminate this Agreement in the event that City is in breach or City defaults in the timely payment of amounts due hereunder and does not remedy the act of default within forty-five (45) days after receipt of written notice from Provider requesting that the default be remedied or cured. Termination of this Agreement will not relieve City of the obligation to pay payments due, nor will it relieve City of its obligation to cover any additional costs incurred by Provider under the scope of this Agreement prior to the effective date of termination. In the event of any breach of this Agreement by City, the Provider may suspend its performance to City and may pursue any and all remedies available at law or in equity. 4. Point of Contact. The City employee identified in Section 10 below will serve as the City's principal point of contact for purposes of this Agreement. 5. RghgWRft. The Provider shall at all times be an independent contractor for the performance of the Services rather than an employee of the City, and no act or omission to act by the Provider shall in any way bind or obligate the City. No employee of the Provider will be considered or deemed to be an employee of the City. This Agreement is strictly for the benefit of the Parties and not for any third party or person. This Agreement was negotiated by the Parties at arm's length and each of the parties hereto has reviewed the Agreement after the opportunity to consult with independent legal counsel. Neither party shall maintain that the language in the Agreement shall be construed against any signatory hereto. The City and the Provider hereby renounce the existence of any form of agency relationship, joint venture, or partnership between the Provider and the City and agree that nothing contained herein or in any document executed in connection herewith shall be construed as creating any such relationship between the City andthe Provider. 6 frideninifiga iQL1 of City. The Provider hereby agrees to indemnify, defend, and hold harmless the City and its officials, employees, and agents, from any reasonable claims which arise from (i) any breach or violation of this Agreement by Provider; (ii) any negligence, gross negligence, or willful misconduct by the Provider under this Agreement and from all costs and attorney fees in connection therewith, except for claims arising out of the negligence or intentional acts or omissions of the City or its officials, directors, employees, or agents. City shall give Provider prompt written notice of any alleged liability or action. The obligations of the Provider under this section shall survive the termination of this Agreement for a period of 5 years. 7. Li—i(Le—nuifflicationof P rovider. The City hereby agrees to indemnify, defend, and hold harmless the Provider and its officials, employees, and agents, from any reasonable claims which arise from (i) any breach or violation of this Agreement by City; (ii) any negligence, gross negligence, or willful misconduct by the City under this Agreement and from all costs and attorney fees in connection therewith, except for claims arising out of the negligence or intentional acts or omissions of the Provider or its officials, directors, employees, or agents. Provider shall give City prompt written notice of any alleged liability or action. Product- Owwrsli 8. Work =:_, __ I h). The Provider will submit its work product to the City in accordance with the terms of the Scope of Work. Any and all work product submitted by the T11screno ensauon to bac rroviaer except Me compensation expressly provi e 1 or in this Agreement. The City agrees, to the fullest extent permitted by law, to indemnify, defend, and hold harmless the Provider against any damages, liabilities, or costs, including reasonable attorneys' fees, arising from or allegedly arising from or in any way related to or connected with the reuse or modification of the deliverables by the City. The City will credit the Provider each time the deliverables are used. The City will allow Provider the use of any of its work product submitted to the city in Provider's promotional or marketing materials. 10. Notices. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered when deposited in the United States Postal Service, postage prepaid, registered or certified mail. return recei% re2-uested a11'resse4 to the Cit,,, or the case may be, at the address set forth below, Provider: city: ieie_r L. Settle, LLC City of South Bend 610 Lyman Avenue 227 W. Jefferson Boulevard, Suite 1400 & Oak Park, IL 60304 South Bend, IN 46601 Attn. Jennifer Settle Attn: Michael Divita MMU rjr.1 TRI I INNYMNUITURR'y FUR IIV 9) um- MIRM TWILVID-F, V-0-01tv I t170 "t V orm V.01 A I WRAY.-FIR activity covered by this Agreement. The Provider shall comply with all federal, state, and municipal laws, regulations, and standards applicable to its activities pursuant to this Agreement including, but not limited to, the requirements imposed by Ind. Code 22-9-1-10 (non- discrimination), the proons of Ind. Code 5-22-16.5 (disqualification for dealings with the government of Iran), and the provisions of Ind, Code 22-5-1.7 (requiring E-Verify for new emplogesand 1rohib I ent of unauthorize li Irae2%ii . 1 11111 rit i i ii loll I IrMi IZ -Contr 's -Affi . The Provider agrees, as a condition precedent to ths effectiveness of this Agreement that its authorized representative will execute and submit to City and any other appropriate bodies an affidavit in the form attached hereto as Ex t EAW - 6 1 Wim. INN "waimp, m i 1 'M, 1, l" 1 k' ! ..! 1 1 1 '' 1Inc1 1 1 1 1 IS 1' + within the State of Indiana has been ! ` (- of a criminal drug violation occurring in the workplace. +1 LAIJ SLUX H&LI L 1 ' 1 '•. 1 1 Wr 1111FUIEMAEFUTREMUTETY Tr Lae VAerci •: • 1 ', other ' '. 1 No o + of any 1 righteffect unlessgiven in . written document sig1 •R,.... 1,. the Party waiving such right. No waiver of any right1- deemed . waiver of any other right hereunder. }- 1 the event any portion 1 this Agreement shall be held li illegal, • 1- or ineffective, ! 'remaining portions hereof .' 1 1 + I in full force1,.. effect. If any of the terms or conditions of this Agreement are in conflict with any applicable statute or rule of law, thensuchterms1conditionsR deemed inoperativeto the extentthat 1"conflict. ':.1 and shall be deemed to 1" modified "1 1 conform to such law. I Mil `1 . •. :1 +11 11 ,1MT 1+' /' i' / 1 UTIM and supersedes all prior discussions, + 1 11 understandings of 1 1II every nature between !hem. 1'. 1 Agrw-ment II +...,.. 1 ` 1 ' 1 ' 1; • I !: R . f + + 1 . R I 1'. • 1 representatives of / • f the Provider an1 theThis ` ' 1 ' 1:. be construed and / ! . ',..1 1:. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement for Professional Services to be effective as of the Effective Date stated above. CITY OF SOUTH BEND, "! � f, 1, ug e, LVAL91 4114 . , Gary A. ilot, President Therese Dorati,'MciTier et&) Linda M. Martin, 'lei; I r-fl 4, - w, - lifer L. Set e, Member p, z I Scope of Work OEM= Proposal for Design Guidelines/Developer Guides For the City of South Bend, Indiana May 30, 2019 Tim Corcoran Department of Community Investment 227 W. Jefferson Blvd., Suite 1300 South Bend, IN 46601 Task 1: Teachers Edition (August - December): $35,000 Annotated guide to the South Bend Zoning Ordinance with additional narrative and diagrams explaining the urban design principles behind the regulations Task 2: Ancillary Dwelling Unit Design Guidelines (August - December): $8,200 •- 2-6 page document illustrating design principles and best practices related to ancillary dwelling units. The total scope of this work is not to exceed $43,200. Jennifer L. Settle, LLC Employer Identification: 83-0848962 Contractor's Affidavit [See attached.] W"VATMID111 I STATE OF SS: COUNTY 1. Contractor has not, nor has any other member, representative, or agent of the firm, conrva cor:poration or Inlnershiy re-yuresented bu him� 111111 11' " " I,, "1 11:1,11: or agreement with any person relative to the price to be bid by anyone at such letting nor to prevent any person from bidding nor to induce anyone to refrain from bidding, and that this bid is made without reference to any other bid and without any agreement, understanding or combination with anTiL_o�er -,�.erson in �reference to �such bbiding. Contractor further sa,,,,s that no I-s)crson or persons, firins, or corporation has, have or will receive directly or indirectly, any rebate, fee, gift, commission or thing of value on account of such sale; and 2. Contractor certifies by submission of this proposal that neither contractor nor any of its r�principals are presently debarred, suspended, proposed for debarment, declared ineligible, or 3. Contractor has not, nor has any successor to, nor an affiliate of, Contractor, engaged in investment activities in Iran. a. For purposes of this Certification, "Iran" means the government of Iran and any agency or instrumentality of Iran, or as otherwise defined at Ind. Code § 5-22-16.5-5, as amended from time -to -time. b. As provided by Ind. Code § 5-22-16.5-8, as amended from time -to -time, a Contractor is engaged in investment activities in Iran if either: i. Contractor, its successor or its affiliate, provides goods or services of twenty million dollars ($20,000,000) or more in value in the energy sector of Iran; or ii. Contractor, its successor or its affiliate, is a financial institution that extends twenty million dollars ($20,000,000) or more in credit to another person for forty-five (45) days or more, if that person will (i) use the credit to provides goods and services in Ra 04011101 41 0) go PRAG ► 'i 1' 1 o3ZIM+.M 111illgal. galrag I i M slail 0011 to it tit- • L. 4. Contractor does not knowingly employ or contract with an unauthorized alien, nor retain anyemployeeor contract1 a person that the 'Contractor subsequentlyan unauthorized alien. Contractor1r he/she/it 1. enroll 11 .1f verify the work eligibility status of all of Contractor's newly hired employees through the E-Verify Progrwn as defined by Contractor's documentation of enrollment1'. participation in the Program is included and attached as part of this bid/quote; and 5. Contractor shall require ► /.,.`r/its subcontractors performing work under thispublic contract• certify that the subcontractors11 not knowingly 1 1 1' or !1 unauthorized alien, 1!( retain .1employeeor contractperson that the subcontractor subsequently anunauthorized and that1 1 !1 1- enrolled in and 1 participating in the E-Verify Program. The Contractor agrees to maintain this certification throughout 1' term of the contract with the City of South Bend, and f 1 1' f 1 a 1` City maVA terminate the contract for default if the Contractor fails to cure a breach of thi Vrayisixn no later than thirty (30) days after being notified by the City. !'. Persons, partnerships,1'. joint #'R r contract by Souththe City of Bend through its agencies,boards, or 1 1 shall not discriminate against any employee or applicant for employment in the performance of a City contract with respect 1 hire, tenure, ! 1 !- 1 or privileges of employment,or any matter directly or indirectly related to employment because of race, sex, religion, color, national origin, ancestry, ram" gender l • " Ili,genderf' 1 orientation or disability t1. does 11- affect'.1.;.,. 1 ` ! ability perform 1' work, In awarding ! . 1' the purchase of work, labor,equipment, materials, 4 or any combination of the foregoing including, but Il1 limited to, public workscontracts awarded " f 1 ' public bidding or other ' " 1 1 which public bids not 1 - f. • `..... law, the City, its agencies,boards,or ! 1 1 !R consider 1"Contractor's"111 faith Business ("MBE") or as a Women's Business Enterprise ("WBE") as a factor in determining the lowest, responsible, responsive bidder. In no event shall persons or entities seeking the award of a City contract be required to award a subcontract to an MBE/WBE; however, it may not unlawfully discriminate against said WBE/MBE. " finding of r discriminatory practiceby i iUtilization Board shallprohibit that person or entityfrom being awarded A for period of 1 year from the date of such determination, and such determination may also be grounds for terminating I ' contact for which the discriminatory practice or noncompliance pertains. 7. The undersigned contractor agrees that1;: following nondiscrimination ! 1 shall1` •.af' a part 1:. any contractwhich it mayhenceforth enter into with the City of !' Bend, Indiana or any of its agencies, boards or commissions. Non -Collusion Non -Debarment Affidavit Non Iran Form 2016 Contractor agrees not to discriminate against or intimidate any employee or applicant for employment in the perforinance of this contract with privileges of employment, or any matter directly or indirectly related to employment, because of race, religion, color, sex, gender expression, gender identity, sexual orientation, handicap, national origin or ancestry. Breach of this provision may be regarded as material breach of contract. 1, the undersigned bidder or agent as contractor on a public works proJect, understand my statutory obligations to the use of steel products or foundry products made in the United States (I.C. 5-16-8-1). 1 hereby certify that I and all subcontractors employed by me for this project will use steel products or foundry products made in the United States on this project if awarded. I understand I have an affmnative duty to notify the City in my bid that my proposal does not include the use of steel vroducts or foun roducts made in the United States. I understand it is the price of United States made steel or foundry is unreasonable. I understand that violations hereunder may result in forfeiture of contractual payments. I hereby affirm under the penalties of perjury that the facts and information contained in the foregoing bid for public works are true and correct, Dated this A, day ofUkL. 20 ftj Printed Name and Title Subscribed and sworn to before me this day of 20__ / My Commission Expires. — Notary Public County of Residence Non -Collusion Non-Debarinent Affidavit Non Imn Form 2016 BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date June 17, 2019 Name Mich a el to Department DCI BPW Date June 25, 2019 Phone Extension 5843 YiMIV iii illllllllllmmml imlmlmlmlmlllllllllllllll t/ MPi /i �'(f 'A,Y ln�!0,'(Y,lYIXY/,iYdnYr9X5HlA/, .. urwmm rvsmausmrr �NNBY;W��ir' W9�'WYIW.M1'fl�"AMY.Mm'��M II�rY r lYiirid%YJYY m�affifHHus;�—�trm�vvs�m s aw, WlGN4 _......... ...._ . .... ................... Ie uxred Prior to Submittal to Board _..._.. BPW Attorney ❑ Attorney Name Dept. Attorney Attorney Name Sandra Kennedy ��. ............................. _ Purchasing ❑] _ _Check the A p op ia.te Item Type - d�ewA Professional ServicesAgreement[:] Contract Open Market Contract F] Amendment/Addendum ❑ Bid Opening ❑ Bid Award ❑ Quote Opening E] Quote Award �j Proposal Opening F1 C/O & PCA No. Chg. Order, No.] Traffic Control Other: Company or Vendor Name New Vendor MBE/WBE Contractor Project Name Project Number Funding Source Account No. Amount Terms of Contract Purpose/Description Information All Submissions " Proposal F] Special Purchase, QPA Req. to Advertise Reject Bids/Quotes ❑ PCA E] Resolution [ 1 Ease./Encroach ❑ Title Sheei Jennifer L. Settle, LLC Ye� .... .......... .... ..- s If Yes, Approved by Purchasing No ❑ MBE Completed E-Verify Form Attached ® Yes ❑ WBE ❑ No Zoning Ordinance Teacher's Edition & ADU Design Guidelines DCI Admin 211.1001.460.31.06 / 18J028 $43,200 Develoonient of ex lanatormateriat.CQ nance Lijdg and guidclines) related to new zoning ordinance ....... �.... ......_ . _�' For Change Orders Onl Amount of Increase $ ❑ Decrease ($ ) ..,..--------- .............................. Previous Amount $ Increase % ---- ..___----- ........... Current Percent of Change: Decrease .....(....................... %) ....������__m..m...�....m......................... .m.......................................................................................................................................................................... New Amount $ Increase % Total Percent of Change: Decrease ( %) Time Extension Amount: New Completion Date: