HomeMy WebLinkAboutChange Order # 1 for Professional Services Agreement Conservation Subdivision Ordinance with Town Planning & Design L.L.C.-Owa
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CHANGE ORDER #1
FOR PROFESSIONAL SERVICES AGREEMENT
CONSERVATION SUBDIVISION ORDINANCE
WHEREAS, the City of Milton, Georgia and Town Planning &t Design I.I.0 ("Consultant") have entered into a
Professional Service Agreement (the "Agreement") dated December 1, 2014, incorporated herein by reference;
and
WHEREAS, the parties desire to issue a change order pursuant to Section 1.0 of the Agreement, it being to the
mutual benefit of all parties to do so, as set forth herein for the reasons and consideration set forth herein.
NOW THEREFORE, the parties hereto agree to amend the Agreement as follows:
1. Section I. Deliverables / Tasks: Scope of Work Exhibit "A" of the Agreement by adding a brief report (I Opp.
or less) summarizing Conservation Subdivision project feasibility, real estate market experience; and fiscal
impacts to local government.
2. Section 11. Public Process - Attendance at Meetings: Scope of Work Exhibit "A" of the Agreement is
amended by adding three (3) Public Information Workshop Meetings; one (1) Planning Commission Meeting;
one (1) workshop meeting with City Cuuncil; and one (1) City Council Meeting:
• Public Information Workshop Meeting Dates
o Wednesday May 20, 2015 at 6:30pm Milton City Hall
o Saturday May 30, 2015 at 10:00am Milton City Hall
o Wednesday June 10, 2015 at 6:30pm Alpharetta Courthouse
These meetings will consist of a presentation by Town Planning & Design giving an overview of
Conservation Subdivision design principles and impacts to be followed by either group discussions
and/or round table discussion of particular ordinance provisions and alternatives. The objectives is to
reach as much of a consensus as possible.
• Planning Commission / City Council Meeting Dates
o June 24 — Planning Commission Meeting
o July 13 —workshop meeting with City Council
o July 20 —City Council meeting
A draft ordinance will be presented at these meetings.
3. Section 1.0 Scope of Work; Compensation: Compensation of the Agreement is amended by replacing
"...$17,250..." with "..329,900...".
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4. It is agreed by the parties hereto that all of the other terms and conditions of the Agreement, including all
unamended portions, shall remain in full force and effect other than as modified herein. Upon execution by all
parties, this Change Order shall be attached to and form a part of said Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Change Order to be duly executed by their duly
authorized offices as of the day and year set forth next to each signature.
[SIGNATURE ON FOLLOWING PAGE]
Town Planning & Design, LLC
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City of Milton
PROFESSIONAL SERVICES AGREEMENT
Conservation Subdivision Ordinance
This Agreement made and entered into this 1 st day of December, in the year 2014, by and
between The City of Milton, Georgia (sometimes referred to herein as the "City"), having its
principle place of business at 13000 Deerfield Parkway Suite 107G, Milton GA 30004 and Town
Planning & Design LLC ("Consultant") having its principle place of business at 1786
Alderbrook Rd. NE Atlanta, GA 30345.
WHEREAS, the City of Milton will require certain professional services beginning on
December 1, 2014; and
WHEREAS, the City's Purchasing Policy authorizes the procurement of professional
services contracts of $30,000.00 or less; and
WHEREAS, the City has determined that this Agreement constitutes such professional
services;
NOW THEREFORE, in consideration of the mutual covenant and promises contained
herein, the parties agree as follows:
1.0 Scope of Work; Compensation
The Consultant agrees to provide all Services specified in Exhibit "A," attached hereto and
incorporated herein by reference, for the compensation described therein. No payments will be
inade for unauthorized work. Invoices should be submitted to Honor Motes, 13000 Deerfield
Parkway, Milton GA 30004, for approval. Payment will be sent to the designated address by U.
S. Mail only; payment will not be hand -delivered.
City agrees to pay Consultant for the services performed and costs incurred by Consultant upon
the City's certification that the services were actually performed and costs actually incurred in
accordance with this Agreement. Compensation for services performed and, if applicable,
reimbursement for costs incurred shall be paid to Consultant upon the City's receipt and approval
of an invoice, submitted upon completion of the Work, setting forth in detail the services
performed and costs incurred. Invoices shall reflect charges incurred versus charges budgeted.
The total amount paid under this Agreement for the Work shall not, in any case, exceed a lump
sum fee of $17,250 (the "Contract Price") without prior written approval from the City.
Consultant shall take no calculated risk in the performance of the Work. Specifically, Consultant
agrees that in the event it cannot perform the Work within the budgetary limitations established
without disregarding sound principles of Consultant's industry, Consultant will give written
notice thereof immediately to the City.
2.0 Independent Contractor
2.1. The Consultant is an independent Contractor. The Consultant is not an employee, agent
or representative of the City of Milton. The Consultant shall obtain and maintain, at the
Consultant's expense, all permits, license or approvals that may be necessary for the
performance of the services.
2.2 Inasmuch as the City of Milton and the Consultant are entities independent of one
another, neither has the authority to bind the other to any third person or otherwise to act in any
way as the representative of the other, unless otherwise expressly agreed to in writing signed by
both parities hereto. The Consultant agrees not to represent itself as the City's agent for any
purpose to any party or to allow any employee of the Consultant to do so, unless specifically
authorized, in advance and in writing, to do so, and then only for the limited purpose stated in
such authorization. The Consultant shall assume full liability for any contracts or agreements the
Consultant enters into on behalf of the City of Milton without the express knowledge and prior
written consent of the City.
3.0 Indemnification
The Consultant covenants and agrees to take and assume all responsibility for the Work rendered
in connection with this Agreement. The Consultant shall bear all losses and damages directly or
indirectly resulting to it and/or the City on account of the performance or character of the Work
rendered pursuant to this Agreement. Consultant shall defend, indemnify, and hold harmless the
City, its officers, boards, commissions, elected and appointed officials, employees, servants,
volunteers and agents (hereinafter referred to as "City Parties") from and against any and all
claims, injuries, suits, actions, judgments, damages, losses, costs, expenses, and liability of any
kind whatsoever, including but not limited to, attorney's fees and costs of defense (hereinafter
"Liabilities"), which may be the result of willful, negligent, or tortious conduct arising out of the
Work, performance of contracted services, or operations by the Consultant, any subcontractor,
anyone directly or indirectly employed by the Consultant or subcontractor, or anyone for whose
acts the Consultant or subcontractor may be liable, regardless of whether or not the negligent act
is caused in part by a party indemnified hereunder. This indemnity obligation does not include
Liabilities caused by or resulting from the sole negligence of the City or City Parties. Such
obligation shall not be construed to negate, abridge, or otherwise reduce any other right or
obligation of indemnity which would otherwise exist as to any party or person described in this
provision.
In any and all claims against the City or City Parties, by any employee of the Consultant, any
subcontractor, anyone directly or indirectly employed by the Consultant or subcontractor, or
anyone for whose acts the Consultant or subcontractor may be liable, the indemnification
obligation set forth in this provision shall not be limited in any way by any limitation on the
amount or type of damages, compensation, or benefits payable by or for the Consultant or any
subcontractor under workers' or workmen's compensation acts, disability benefit acts, or other
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employee benefit acts. This obligation to indemnify, defend, and hold harmless the City and
City Parties shall survive expiration or termination of this Agreement, provided that the claims
are based upon or arise out of actions that occurred during the performance of this Agreement.
Notwithstanding the foregoing, the indemnification obligation of the Consultant under this
section 3.0 shall not extend to any claims that may be asserted against the City because of its
consideration or adoption of an ordinance drafted by Consultant.
4.0 Insurance
Consultant shall maintain in effect during the term of this Agreement insurance coverages, at a
minimum, as shown on Exhibit "B," attached hereto and incorporated herein by reference.
Consultant shall be responsible for insuring all vehicles operating on behalf of Consultant and for
the provision of health insurance coverage for all individuals acting on behalf of Consultant.
5.0 Term; Termination
The term of this Agreement shall be from Monday December 1, 2014 and shall terminate
absolutely and without further obligation on the part of the City upon Consultant's completion of
services described herein, but no later than December 31, 2014, provided that this Agreement,
absent written notice of non -renewal provided by the City to Consultant at least thirty (30) days
prior to December 31, 2014, shall automatically renew on January 1, 2015 to December 31,
2015. The City may terminate this Agreement upon a breach of any provision of this Agreement
by Consultant and Consultant's subsequent failure to cure such breach within fifteen (15) days of
receipt from the City of a written notice of the breach. Title to any supplies, materials,
equipment, or other personal property shall remain in the Consultant until fully paid by the City.
6.0 Compliance with All Laws and Licenses
The Consultant must obtain all necessary licenses and comply with local, state and federal
requirements. The Consultant shall comply with all laws, toles and regulations of any
governmental entity pertaining to its performance under this Agreement.
7.0 Assignment
The Consultant shall not assign or subcontract the whole or any part of this Agreement without
the City of Milton's prior written consent.
8.0 Amendments in Writing
No amendments to this Agreement shall be effective unless it is in writing and signed by duly
authorized representatives of the parties.
9.0 Expertise of Consultant
Consultant accepts the relationship of trust and confidence established between it and the City,
recognizing that the City's intention and purpose in entering into this Agreement is to engage an
entity with the requisite capacity, experience, and professional skill and judgment to provide the
services in pursuit of the timely and competent completion of the Work undertaken by
Consultant under this Agreement.
10.0 Governing Law
This Agreement shall be governed in all respects by the laws of the State of Georgia.
11.0 Interpretation of Documents
In the event of a conflict in language between this Agreement and any exhibit to this Agreement,
the provisions most favorable to the City shall govern.
12.0 Entire Agreement
This Agreement constitutes the entire Agreement between the parties with respect to the subject
matter contained herein; all prior agreement%, representations, statements, negotiations, and
undertakings are suspended hereby. Neither party has relied on any representation, promise, nor
inducement not contained herein.
13.0 Waiver of Agreement
The City's failure to enforce any Provision of this Agreement or the waiver in a particular
instance shall not be construed as a general waiver of any future breach or default.
14.0 Sovereign Immunity
Nothing contained in this Agreement shall be construed to be a waiver of the City's sovereign
immunity or any individual's qualified good faith or official immunities.
15.0 Notices
All other notices, writings or correspondence as required by this Agreement shall be in writing
and shall be deemed received, and shall be effective, when: (1) personally delivered, or (2) on
the third day after the postmark date when mailed by certified mail, postage prepaid, return
receipt requested, or (3) upon actual delivery when sent via national overnight commercial
carrier to the Parties at the addresses given below, unless a substitute address shall first be
furnished to the other Parties by written notice in accordance herewith:
NOTICE TO THE CITY shall be sent to:
City Manager
City of Milton
13000 Deerfield Parkway, Suite 107F
Milton, Georgia 30004
NOTICE TO THE CONSULTANT shall be sent to:
Donald J. Broussard
Town Planning & Design LLC
1786 Alderbrook Rd. NE
Atlanta, GA 3034.5
16.0 No Personal Liability
No member, official or employee of the City shall be personally liable to the Consultant or any
successor in interest in the event of any default or breach by the City or for any amount which
may become due to the Consultant or successor or on any obligation under the terms of this
Agreement. Likewise, Consultant's performance of services under this Agreement shall not
subject Consultant's individual employees, officers or directors to any personal liability. The
Parties agree that their sole and exclusive remedy, claim, demand or suit shall be directed and/or
asserted only against Consultant or the City, respectively, and not against any employee, officer,
director, or elected or appointed official.
17.0 Employment of Unauthorized Aliens Prohibited
(1) E -Verify Affidavit
It is the policy of the City of Milton that unauthorized aliens shall not be employed to
perform work on City contracts involving the physical performance of services. Therefore, the
City shall not enter into a contract for the physical performance of services within the State of
Georgia unless:
(1) the Contractor shall provide evidence on City -provided forms, attached hereto as
Exhibit "C" and Exhibit "D" (affidavits regarding compliance with the E -Verify
program to be sworn under oath under criminal penalty of false swearing pursuant
to O.C.G.A. § 16-10-71), that it and Contractor's subcontractors have conducted a
verification, under the federal Employment Eligibility Verification ("EEV" or "E -
Verify") program, of the social security numbers, or other identifying information
now or hereafter accepted by the E -Verify program, of all employees who will
perform work on the City contract to ensure that no unauthorized aliens will be
employed, or
(2) the Contractor provides evidence that it is not required to provide an affidavit
because it is licensed pursuant to Title 26 or Title 43 or by the State Bar of
Georgia and is in good standing as of the date when the contract for services is to
be rendered.
The Contractor hereby verifies that it has, prior to executing this Agreement, executed a
notarized affidavit, the form of which is provided in Exhibit "C", and submitted such affidavit to
City or provided the City with evidence that it is not required to provide such an affidavit
because it is licensed and in good standing as noted in subsection (2) above. Further, Contractor
hereby agrees to comply with the requirements of the federal Immigration Reform and Control
Act of 1986 (1RCA), P.L. 99-603, O.C.G.A. § 13-10-91 and Rule 300-10-1-.02.
In the event the Contractor employs or contracts with any subcontractor(s) in connection
with the covered contract, the Contractor agrees to secure from such subcontractor(s) attestation
of the subcontractor's compliance with O.C.G.A. § 13-10-91 and Rule 300-10-1-.02 by the
subcontractor's execution of the subcontractor affidavit, the form of which is attached hereto as
Exhibit "D", which subcontractor affidavit shall become part of the contractor/subcontractor
agreement, or evidence that the subcontractor is not required to provide such an affidavit because
it is licensed and in good standing as noted in subsection (2) above. If a subcontractor affidavit
is obtained, Contractor agrees to provide a completed copy to the City within five (5) business
days of receipt from any subcontractor.
Where Contractor is required to provide an affidavit pursuant to O.C.G.A. § 13-10-91,
the City Manager or his/her designee shall be authorized to conduct an inspection of the
Contractor's and Contractor's subcontractors' verification process at any time to determine that
the verification was correct and complete. The Contractor and Contractor's subcontractors shall
retain all documents and records of their respective verification process for a period of three (3)
years following completion of the contract. Further, where Contractor is required to provide an
affidavit pursuant to O.C.G.A. § 13-10-91, the City Manager or his/her designee shall further be
authorized to conduct periodic inspections to ensure that no City Contractor or Contractor's
subcontractors employ unauthorized aliens on City contracts. By entering into a contract with
the City, the Contractor and Contractor's subcontractors agree to cooperate with any such
investigation by making their records and personnel available upon reasonable notice for
inspection and questioning. Where a Contractor or Contractor's subcontractors are found to have
employed an unauthorized alien, the City Manager or his/her designee may report same to the
Department of Homeland Security. The Contractor's failure to cooperate with the investigation
may be sanctioned by termination of the contract, and the Contractor shall be liable for all
damages and delays occasioned by the City thereby.
Contractor agrees that the employee -number category designated below is applicable to
the Contractor. [Information only required if a contractor affidavit is required pursuant to
O.C.G.A. § 13-10-91.1
500 or more employees.
100 or more employees.
_X_ Fewer than 100 employees.
Contractor hereby agrees that, in the event Contractor employs or contracts with any
subcontractor(s) in connection with this Agreement and where the subcontractor is required to
provide an affidavit pursuant to O.C.G.A. § 13-10-91, the Contractor will secure from the
subcontractor(s) such subcontractor(s') indication of the above employee -number category that is
applicable to the subcontractor.
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The above requirements shall be in addition to the requirements of State and federal law,
and shall be construed to be in conformity with those laws.
18.0 Nondiscrimination
In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. § 2000d,
section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section 202
of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and all other provisions of
Federal law, the Consultant agrees that, during performance of this Agreement, Consultant, for
itself, its assignees and successors in interest, will not discriminate against any employee or
applicant for employment, any subcontractor, or any supplier because of race, color, creed,
national origin, gender, age or disability. In addition, Consultant agrees to comply with all
applicable implementing regulations and shall include the provisions of this Section 18.0 in
every subcontract for services contemplated under this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by
their duly authorized officers as of the day and year set forth next to each signature.
Approved as to form:
City Attorney
SIGNED, SEALED, AND DFLIVF,RED
in the presence of:
Witness
Notary Public
[NOTARY SEAL]
My Commission Expires:
TOWN PLANNING & DESIGN LLC.
Signature:
Printed Name:
CITY OF MILTON:
By:
Member/Manager
Its:
SIGNED, SEALED, AND DELIVERED
in the presence of:
Witness
Notary Public
[NOTARY SEAL]
My Commission Expires:
[CITY SEAL]
Exhibit "A"
Scope of Work
I. Deliverables / Tasks
1. Draft City of Milton Conservation Subdivision Ordinance.
2. Draft standard design drawings for roads and green space of the Conservation
Subdivision.
3. Provide PowerPoint slide presentation for public meetings demonstrating the
Conservation Subdivision recommendations.
4. Make revisions to draft ordinance based on input from public, Planning Commission and
City Council.
S. Attend Meetings (2) with city and county officials regarding the street and waste
treatment standards that will allow and support the development of conservation
subdivisions in Milton.
6. Revise PowerPoint slide presentation as needed.
Subtotal $6, 450
II. Public Process: Attendance at Meeti
Public Information Meeting (informal)
Community Zoning Information Meeting
Planning Commission work session
Planning Commission Regular Meeting
City Council Work Session
City Council (consideration for adoption)
Subtotal %1080
TOTAL Not to Exceed $17,250
Thursday, December 11, 2014
Tuesday, January 27, 2015
Wednesday, February 25, 2015
Wednesday. March 25, 2015
Monday, April 20, 2015
Monday, April 27, 2015
Provisions
1. Record keeping at all public meetings will be by the City of Milton
2. Reproduction of handouts for all meetings will be the responsibility of the Community
Development Department or shall be reimbursable at cost plus 10% if produced by
Town Planning & Design.
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Town Planning & Design LLC will bill monthly hours at a rate of $150 per hour for each
professional planner for time expended. Time expended for meetings other than those
listed above shall be billable at that same rate.
4. Completion of the assignment is anticipated by March 31, 2015.
H
EXHIBIT "D"
STATE OF GEORGIA
CITY OF MILTON
SUBCONTRACTOR AFFIDAVIT
By executing this affidavit, the undersigned subcontractor verifies its compliance with O.C.G. A. § 13-10-91, stating affirmatively that
the individual, firm or corporation which is engaged in the physical performance of services under a contract with Town Planning &
Design, LLC on behalf of the City of Milton has registered with, is authorized to use and uses the federal work authorization program
commonly known as E -Verify, or any subsequent replacement program, in accordance with the applicable provisions and deadlines
established in O.C.G.A. § 13-10-91. Furthermore, the undersigned subcontractor will continue to use the federal work authorization
program throughout the contract period, and the undersigned subcontractor will contract for the physical performance of services in
satisfaction of such contract only with sub -subcontractors who present an affidavit to the subcontractor with the information required
by O.C.G.A. § 13-10-91(h). Additionally, the undersigned subcontractor will forward notice of the receipt of an affidavit from a sub -
subcontractor to the contractor within five (5) business days of receipt. If the undersigned subcontractor receives notice that a sub -
subcontractor has received an affidavit from any other contracted sub -subcontractor, the undersigned suhcontractor must forward,
within five (5) business days of receipt, a copy of the notice to the contractor.
Subcontractor hereby attests that its federal work authorization user identification number and date of authorization are as follows:
Federal Work Authorization User Identification Number
Date of Authorization
Name of Subcontractor
Name of Project
Name of Public Employer
1 hereby declare under penalty of perjury that the foregoing is
true and correct.
Executed on _, 201_ in (city),
(state).
Signature of Authorized Officer or Agent
Printed Name and Title of Authorized Officer or Agent
SUBSCRIBED AND SWORN BEFORE ME
ON THIS THE DAY OF ,201_.
NOTARY PUBLIC
[NOTARY SEAL]
My Commission Expires:
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