HomeMy WebLinkAboutRiver Hills (Contract Assisting with Grants) City of Jeffersonville
Government Contract Coversheet
Please note:All information MUST be completely filled out and submitted to Clerk's Office
within 48 hrs of execution.
Date Submitted to Clerk: 2-5
Department: `(/l(-1}()I erl f
Vendor Name: I U a i-JiL(c
Sign Date: 3/2g j2-
Ending Date: Nd GV �O LS L5(401 AbrIW 1 t' /OnI d
Amount of Original Contract: II7$ O( /i l( ud
Is this an amendment or change order
to original contract? Yes or No
Amended Contract Amount: /16k
Purpose:
A v4,4ho oNu 05mit.-(5
For Clerk's Office to fill out
Date uploaded to Gateway:
RIIVER~••••� HILLS
CONSULTANT AGREEMENT
This Agreement, dated ' � 21.) 2023, by and between River Hills Economic Development
District&Regional Planning Commission("Consultant"),having a principal place of business at 300 Spring
Street, Suite 2A,Jeffersonville, IN 47130 and the City of Jeffersonville ("Client"), having a principal place
of business at 500 Quartermaster Court,Jeffersonville, IN 47130.
WITNESSETH
WHEREAS,Consultant wishes to provide certain professional services and deliverables as set forth in the
Scope of Work in Schedule A, which is attached hereto and made a part hereof(the "Services"); and
WHEREAS, Client wishes to procure the Services and project deliverables ("Deliverables") from
Consultant, for good and valuable consideration, as more fully described in the Terms and Conditions in
Schedule B attached hereto and made a part hereof.
NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set forth, the
parties hereto agree as follows:
SECTION 1:SCOPE OF WORK
Consultant agrees to provide the Services and supply the Deliverables described in the Scope of Work
included in Schedule A that is attached hereto. Consultant warrants that all Services shall be performed
in a professional manner commensurate with the standards in the Consultant's industry, and that
Consultant has all rights necessary to provide the Deliverables to the Client on the terms of this.
Agreement.
In the event that additional assignments are agreed upon between the Consultant and the Client, the
parties shall execute addendums to this Agreement describing the additional assignments, including the
fees, schedule and deliverables for that specific assignment.
SECTION 2:TERM/TERMINATION
This Agreement shall commence as of the date written above, and, unless earlier terminated as set forth
herein, shall remain in effect until such time that the project has been completed. This Agreement may
thereafter be renewed by written agreement signed by both parties. Any terms hereof which, by their
nature, contemplate continuing effectiveness, including, without limitation, terms regarding
confidentiality, limitations of liability, ownership, and general terms, shall survive any
• termination/expiration of this Agreement.
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RIVER "'' HILLS
This Agreement may be terminated immediately with cause and may be terminated without cause at any
time by either party upon sixty(60)days' notice to the other party:
SECTION 3: PAYMENT FOR SERVICES
Client agrees to pay Consultant in accordance with the Fees set forth in the Terms and Conditions in
Schedule B that is attached hereto.
SECTION 4:LIABILITY-INDEMNIFICATION
Except to the extent resulting from the gross negligence or willful misconduct of the Client,neither Client . .
nor its parents,subsidiaries,affiliates,successors or assigns shall be liable or otherwise responsible to the
Consultant for any personal injury,sickness,disease or death of a person,or for injury,loss,theft,damage,
destruction or loss of use of property,arising from or relating to services provided by the Consultant under
this Agreement.
The Consultant shall indemnify, hold harmless and defend the Client, its officers,directors,shareholders,
partners, members, agents and employees ("Indemnified Parties") from and against any and all claims,
whether for injury to a person,or damage to or loss of property, made against or suffered or incurred by
Indemnified Parties as the direct result of the Consultant's performance of,or the failure to perform,work.
pursuant to this Agreement; provided, however, that, except for liiability.of Consultant for: (i) personal
injury or damage to tangible property proximately caused by Consultant; (ii) any breach of such
Consultant's confidentiality obligations hereunder, (iii)any breach of Client's intellectual property rights;
(iv) Consultant's gross negligence or willful misconduct; or(v) Consultant's violation of law; Consultant's
liability under this Agreement will not exceed the total fees paid by Client to Consultant under Schedule
B.
SECTION 5:NO THIRD-PARTY BENEFICIARIES Due to the Consultant's reliance on the information and/or actions of the Client and various third-party
providers to be true, correct, and proper, as the case may be, the Client and the Consultant agree that
there shall be no third-party beneficiaries of this Agreement.
SECTION 6:CONFIDENTIALITY
The parties acknowledge that each of them may exchange or otherwise be exposed to Confidential
Information(as defined below)of the other party. For purposes hereof,"Confidential Information"means
any non-public, proprietary information of a party that such party identifies as being confidential prior to
or at the time of disclosure, or which, given the nature of the information and context of its disclosure,
the receiving party would reasonably recognize as being confidential.The receiving party agrees not to
disclose the disclosing party's Confidential Information to any person other than its employees and
representatives that have a need to know such Confidential Information for the purposes of this
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RIVER HILLS
Agreement, and the receiving party shall be responsible to the disclosing party for such employees and
representatives maintaining the confidentiality of such Confidential Information.The receiving party shall
use the disclosing party's Confidential Information solely for purposes of this Agreement and for no other
purpose. Upon any termination or expiration of this Agreement each party shall return or destroy all of
the other party's Confidential Information in such party's possession or under such party's control.
SECTION 7:OWNERSHIP OF DELIVERABLES
The parties agree that.Client shall own any reports, documents, software or any other tangible
Deliverables provided by the Consultant to the Client hereunder, and, if Consultant has or acquires any
ownership interest in any such Deliverables, Consultant hereby assigns, transfers and conveys to Client
any and all rights,title,and interest in such Deliverables(including any and all intellectual property rights
contained therein).
SECTION 8:GENERAL TERMS
This Agreement represents the complete and final agreement concerning the Services and Deliverables
to. be provided by the Consultant to the Client and supersedes any and all ,prior or contemporaneous
understandings or agreements, written or oral, regarding the subject matter. This Agreement may be
amended only by a written amendment executed by both parties. If any provision of this Agreement is
held to be invalid,illegal,or unenforceable,such provision shall be reformed only to the extent necessary
to make it valid, legal and enforceable, and the remainder of this Agreement shall nonetheless remain in
full force and effect.This Agreement shall be construed,governed,and enforced solely and exclusively by
the law of the State of Indiana, USA,excluding conflict of law principles.The parties hereby agree that the
courts located In Clark County, Indiana, will constitute the sole and exclusive forum for the resolution of
any and all disputes arising out of or in connection with this Agreement and each party hereby irrevocably
consents to the personal jurisdiction and venue of such courts and irrevocably waives any objections
thereto..The Consultant may not assign this Agreement,or delegate its duties hereunder, in whole or in
part, to any third party without first obtaining the express written consent of the Client; and any
assignment or delegation by the Consultant without such consent shall be null and void. Each party shall
comply with all applicable laws in performing its obligations under this Agreement.
[SIGNATURE PAGE FOLLOWS]
Page 3 of 6
RIVER °''' HILLS
IN WITNESS:WHEREOF,the parties hereto,through their duly authorized officers, have executed this
Agreement as of the day and year first set forth below.
River Hills Economic Development District&Regional Planning Commission
By:
Name: .
Title:
Date:
Attest:
By:
Name:
Title:
Date:
City of J nville
By: k 45
Name:rSO►W 2 ,1 �SS�rn
Title: rie
Date: A% 2--0 L5
Attest:
By: (I Jed
Name: Air¢7Tbiw. e. OWei1
Title: cee...(P.t'Cc_,
Date: 3 IZ9 fz0z3
Page 4 of 6
ROE , - HRIS
IN WITNESS WHEREOF,the parties hereto,through their duly authorized officers, have executed this
Agreement as of the day and year first set forth below.
River Hills Econo 'e Selo .rr istrict&Regional Planning Commission
By:
Name: G C,ar-r/ 6(Lral1
Title: Eke )
Date: 'Y" �'2D ZS
Attest:
By: fiALA t (./t,c10/
Sia Name: Me S
(90(t`�
Title: "YulA'i C.v: `,; ,E.CL#'1CTh1C, 'rt)JeY 6,Q,e4L&VD
-
Date: ' 3 g -)-3
City offers nville
By: G `4.1
Name: ./3 4/ Z -t),S5I�,
Title:
Date: 0h -11 X`Ct, .7,0 L,
Attest:
By: ( % - hiL)
Name: r-14rfi' (• �� 7
Title: ('-re--(e.c
Date: 3 /29/zoZ3
Page 4 of 6
RIVER HILLS
SCHEDULE A-SCOPE OF WORK
The following items are specific duties related to the On Call Scope of Services. However, this is not
meant to be exhaustive list and other duties related to general Technical Assistance may be required.
Scope of Work:
1.1 Grant Agreement—Assist the Client in executing the grant agreement between the Client and the U.S.
Department of Housing and Urban Development(HUD).
1.2 HUD Portal (IDIS)—Assist the Client with project management via the Integrated Disbursement and
Information System (IDIS). Including, but not limited to, participating in IDIS training and supporting
the Client with management of the portal.
1.3 Financial Management—Assist the Client concerning the use,flow,and obtaining funds in accordance
with the grant agreement and in conformance with federal and state guidelines and requirements;as
applicable to the HUD Award.
1.4 Procurement—Assist the Client with procurement needs and requirements as set forth by HUD.
1.5 Construction—Assist the Client with administrative aspects of construction, including coordinating
with the architect/engineer and the contractor(s):
1.6 Program Monitoring, Close Out and Audit—Assist the Client with program monitoring, closeout and
audit procedures.
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RIVER HILLS
SCHEDULE B-TERMS AND CONDITIONS
Client shall pay the Consultant for performance of services as outlined in Section 1 at the following rate:
$125 per hour
The Consultant shall submit invoices to the Client on a quarterly basis. All balances shall be due within
30(thirty)days of the billing date. Balances that remain in effect past 30(thirty)days of the billing date
shall be subject to the accrual of 1.5%interest per month.
The following Consultant staff members may have billable hours on this project:
Community Development and Transportation Specialist
- Community Development and Economic Recovery Specialist
- Charitable Financial Specialist
If mutually agreeable,the terms of the engagement can be amended,extended and expanded.to Include
additional services not outlined in the.proposal.Any additional services would be subject to negotiation
of a separate project and fee schedule.
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