HomeMy WebLinkAbout91- Hinshaw Agreement
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AGREEMENT
Agreement made this 13th day of May, 1991, between the City
of Bozeman, Montana, a municipal corporation and political
subdivison of the State of Montana, hereinafter referred to as
the City, and Mark L. Hinshaw, of Bellevue, Washington,
hereinafter referred to as Hinshaw.
Recitals.
Whereas, the City is desirous of hiring Hinshaw to prepare a
design review objective plan (plan) for the City of Bozemants
corridor entryways; and
Whereasr Hinshaw is an architect with the knowledge,
expertise, skills and means to prepare such a plan and desirous
of preparing such plan for the City.
NOW, THEREFORE, in consideration of the foregoing recitals
and the terms and conditions contained herein, the Parties hereto
agree as follows:
l. Services. Hinshaw agrees to perform in a good and
professional manner the tasks described on Exhibit "A" attached
hereto and incorporated into this agreement by this reference as
though fully set forth herein.
2. Relationship. Hinshaw, which is an independently
established profession or business, shall perform the services
set forth herein as an independent contractor with the City only
interested in the end results of the service, not in the manner
of performance and as such, Hinshaw has been and will continue to
be free from control or direction of the City over Hinshaw's
performance of this Agreement and Hinshaw shall not be deemed,
by virtue of this Agreement and the performance thereof, to have
entered into any partnership, joint venture, employer/employee or
other relationship with the City and accordingly Hinshaw hereby
agrees to comply with any all applicable laws, rules and
regulations adopted or promulgated by any governmental agency or
regulatory body, both state and federal, and furthermore agrees
to assume full responsibility for the payment of all
contributions of all federal and state income or other payroll
tax or assessment, social security, workman's compensation
insurance, unemployment insurance or other required deduction or
contribution for all of its employees engaged by Hinshaw in
performance of this Agreement.
Neither Hinshaw, nor any of its employees, shall hereby have
authority to make representation on behalf of the City or the
authority to legally bind or otherwise obligate the City to any
third person.
3. Hinshaw's Representations. Hinshaw hereby represents
and warrants that it and its employees and agents have all
necessary licenses and qualifications to perform the services set
forth in this Agreement.
4. City's responsibilities. ( a) The City shall provide
full information regarding any requirements under this agreement.
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The City shall furnish the required information as expeditiously
as necessary for the orderly progress of the Work, and Hinshaw
shall be entitled to rely on the accuracy and completeness
thereof.
(b) The City shall designate a representative authorized to
act on the City's behalf with respect to the performance of this
Agreement. The City or such authorized representative shall
render decisions in a timely manner pertaining to documents
submitted by Hinshaw in order to avoid unreasonable delay in the
orderly and sequential progress of this Agreement.
5. Fees and Expenses. Hinshaw shall perform the Services
for the fees specified in Exhibit IIBII attached hereto and made a
part hereof, plus reasonable reimbursable expenses as estimated
on said Exhibit IIBII. Any other expenses for which reimbursement
is sought and which do not appear in the estimates listed in said
Exhibit IIBII must be authorized in advance before they are
incurredr failure to get such advance authorization shall
constitute a waiver by Hinshaw of payment for the unauthorized
expenses.
6. Owners~ and Use of Documents. All documents and
materials prepared under this Agreement shall become the property
of the City upon acceptance or upon termination of the services
of the consultant as hereinafter provided. Such documents and
materials shall be promptly delivered to the City upon demand and
thereafter may be used by the City, in whole or in part, for
those purposes within the scope of this Agreement without further
employment of, or payment of additional expenses to Hinshaw.
Should such documents or other materials prepared under this
Agreement be reused by the City for purposes other than those
intended under the terms of said Agreement, it is understood that
Hinshaw bears no responsiblity whatsoever for such reuse except
in those instances that Hinshaw is reemployed for the reuse of
said documents and material.
7. Termination. Either party may terminate this Agreement
upon not less that seven (7) days' written notice if the other
party fails substantially to perform in accordance with the terms
of this Agreement through no fault of the party terminating the
Agreement.
Failure of the City to make payment as provided herein shall
be considered subsdtantial nonperformance and cause for
termination.
If the City suspends that services for more than thirty (30)
consecutive days, Hinshaw shall be compensated for services
performed prior to the notice of suspension. When the services
are resumed, Hinshaw's compensation shall be equitably adjusted
to provide for Hinshaw's expenses resulting from the interruption
and resumption of the services. Hinshaw may terminate this
Agreement by written notice if the services are suspended for
more than ninety (90) days, or if the project is abandoned by the
City for more than ninety (90) days.
The City may terminate this Agreement upon not less than
seven (7) days's written notice to Hinshaw.
If this Agreement is terminated through no fault of
Hinshaw, Hinshaw shall be compensated for the services performed
prior to termination, together with reasonable expenses then due.
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8. Indemnification. Hinshaw shall indemnify the City, its
officers, agents and employees against any and all liability of
any nature that may be based upon any injury or death to persons
or damage or destruction to property that may arise out of any
error, omroission or negligent act of Hinshaw, its principals,
employees, agents and contractors, if any, in performing this
Agreement, and Hinshaw shall, at its own expense, defend the City
in any litigation, pay all attorneys' fees, damages, court costs
or other expenses that may arise out of that litigation of claims
incurred in that connection and satisfy and cause to be
discharged those judgments as may be obtained against the city,
its officers, agents or employees.
9. Insurance. Hinshaw shall be responsible for
maintaining, during the term of this Agreement and at its sole
cost and expense, the types of insurance coverages and in the
amounts described below. Hinshaw shall furnish evidence,
satisfactory to the City, of all such policies and the effective
dates thereof. During the term hereof, Hinshaw shall take out
and maintain in full force and effect the following insurance
policies, which shall name the City as an additional insured:
(a) Comprehensive public liability insurance, including
automobile and property damage, insuring the City and
Hinshaw against loss and liability for damages for personal
injury, death or property damage arising out of or in
connection with the performance by Hinshaw of its obligations
hereunder, with minimum liability limits of $1,000,000.00
combined single limit for personal injury, death or property
damage in anyone occurrence.
(b) Such workmen's compensation, unemployment insurance
and other similar insurance as may be required by law.
10. Notices. All notices or communications permitted or
required to be given under this Agreement shall be in writing and
shall be deemed to have been duly given if delivered in person or
deposited in the U. S. Mail, postage prepaid, for mailing by
certified mail, return receipt required and addressed, if to a
party of this Agreement, to the address set forth next to such
party's signature at the end of this Agreement, or if to a person
not a party to this Agreement, to the address designated by a
party to this Agreement in the foregoing manner. Any party may
change his or its address by giving notice in writing, stating
his or its new address, to any other party, all pursuant to the
procedure set forth in this section.
11. Assignment. Neither party to this Agreement shall
assign any right or obligation hereunder in whole or in part,
without the prior written consent of the other party hereto. No
assignment or transfer of any interest under this Agreement shall
be deemed to release the assignor from any liability or
obligation under this Agreementr or to cause any such liability
or obligation to be reduced to a secondary liability or
obligation.
12. Amendment or Waiver. No amendment, modification or
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waiver of any condition, provision or term of this Agreement
shall be valid or of any effect unless made in writing, signed by
the party or parties to be bound, or such party's or parties'
duly authorized representative(s) and specifying with
particularity the nature and extent of such amendment,
modification or waiver. Any waiver by any party of any default
of the other party shall not effect or impair any right arising
from any subsequent default. Nothing herein shall limit the
remedies or rights of the parties hereto under and pursuant to
this Agreement.
13. Severability. Each provision of this Agreement is
intended to be severable. If any provision hereof is illegal or
invalid for any reason whatsoever, such illegality or invalidity
shall not affect the validity of the remainder of this Agreement.
14. Entire Agreement. This Agreement contains the entire
understanding of the parties hereto in respect to the
transactions contemplated hereby and supercedes all prior
agreements and understandings between the parties with respect to
such subject matter.
15. Captions, Headings and Titles. All captions, headings
or titles in the paragraphs or sections of this Agreement are
inserted for convenience of reference only and shall not
constitute a part of this Agreement or act as a limitation of the
scope of the particular paragraph or section to which they apply.
As used herein, where appropriate, the singular shall include the
plural and vice versa and masculine, feminine and neuter
expressions shall be interchangeable.
16. Counterparts. This Agreement may be executed in
multiple counterparts, each of which shall be one and the same
Agreement and shall become effective when one or more
counterparts have been signed by each of the parties and
delivered to the other party.
17. Parties in Interest. This Agreement shall be binding
upon, and the benefIts and obligations provided for herein shall
inure to and bind, the parties hereto and their respective
successors and assigns, provided that this section shall not be
deemed to permit any tranfer or assignment otherwise prohibitied
by this Agreement. This Agreement is for the exlusive benefit of
the parties hereto and it does not create a contractual
relationship with or exist for the benefit of any third party,
including contractors, subscontractors and their sureties.
18. Applicable Law. This Agreement and the rights of the
parties hereunder shall be governed by and interpreted in
accordance with the laws of the State of Montana.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed in Bozeman, Montana.
CITY OF BOZEMAN ATTEST:
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JAMES E. WYSOCKI fWROBIN J.... SULLIVAN
City Manager Clerk of the Commission
P. O. Box 640
Bozeman, MT 59771-0640
Dated this 13th day of May, 1991.
APPROVED AS TO FORM:
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City Attorney
MARK L. HINSHAW
~~s~~drt~1
PJk1l /66T:ft Aw ^r.E. ~k. "2.0.<;
Be11evue, WA ~~~ 1991.
Dated this ~day of May,
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SERVICES TO BE PERFORMED BY HINSHAW
ENTRYWAY CORRIDOR DESIGN OBJECTIVE PLANS
The purpose of the Entryway Corridor Design Objective Plans
1S to present written and graphic guidelines for land
development, both 1n the public and private domains, in the
Entryway Overlay District as outlined ln Bozeman Interim
Zoning Ordinance, July 2, 1990 version. The Design Objective
Plans will be used to supplement, and/or supe r'cede other
lawfully adopted ordinances or other such documents as a
specific plan to guide land development in the study ar'ea,
which 1S the previously sa i dove r -I ay district within the
Bozeman City-County Zoning Jurisdiction.
The Bozeman City-County Planning Department will furnish
Hinshaw with existing information and planning documents to
se r've as a foundation in the formulation of the Entry\^,ay
Corridor Design Objective Plans.
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Th r'ough the use of photography, mapping, and other methods
the physical characteristics of the Entryway Corridors will
be documented and analyzed. These char-acter -i st i cs wi 11
include the following:
a. ) topography;
b. ) alignment;
c. ) block patterns;
d. ) spatial relationships;
e. ) vegetat -i on;
f. ) signage;
g. ) landmarks;
h. ) nodes;
i . ) arch i tec'tura 1 character; and,
j . ) any other characteristics further agreed to by
Hinshaw and the City.
This documentation and analysis will be formally presented to
the City and the public. After this presentation Hinshaw
shall meet with the City to determine overall objectives for
the Entryway Corridor Design Objective Plans.
Products: Corridor Settings Inventory and Analysis
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2. Ps~Jj.lD,iD.E.i rY .. T QQ J$
Hinshaw shall prepar"e a draft companlon set of pollcies,
pr"ograms, code amendments, and design guidelines to meet the
des i r"ed obj ect'j ves. Hinshaw sha 11 complle an out'l i tle of
design policy plan approaches, further illustrated th r'ough
r'ough sketches, which explain the essential design concepts
ln a clear and straight-forward manner.
The draft policies and outline of plan approaches sha II be
jointly reviewed by Hinshaw and the City. After such review,
this material sha 11 be presented for public comment and
lnqulry. Following the public presentation Hinshaw sha 11
appropriately modify and refine the conceptual approaches.
Products: Draft Set of Policies, Programs, Code Amendments,
and Design Gu'idelines; Design Policy Plan Approaches
Outline
3. Recommendations
Hinshaw shall prepare a final document which will contain
chapters devoted to the recommended design policy techniques.
The document sha 1 1 contain photographs and drawings to
illustrate desired effects, and be written so as to be
understood by lay people. The document sha'll outline
acceptable design solutions to illustrate the intended
characteristics of the Entryway Corridors, but sha 11 not
prescribe exact design solutions for private property.
Products: Final Document and Related Presentation Materials
for Adoption Procedures
4. AQQP.tig,rl
During the adoption proceedings of the final document, Hinshaw
shall be available on an as needed bas'; s to make for'mal
presentations and to meet with the City and the public.
Hinshaw sha 11 revise the final document and other end products
as directed by the City.
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Hinshaw shall complete the services outlined by December 15 ,
1991 , unless otherwlse delayed by no fault of his own.
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EXJ:LUHT n~
FEES AND EXPENSES
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Labor expenses are those incurred by Hlnshaw by way of
salaries, benefits, insurance, statutory employee protection,
and simi lar- contributions directly engaged by serVlces
per'formed under this agreement. Hourly rates to be paid to
Hinshaw by the City are as follows:
A. ) PrinCipal $ 70.00
B. ) Technical Support 48.00
C. ) Secretarial Support 35.00
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Reimbursable expenses are those incurred by Hinshaw 1 n
addition to labor expenses and include:
A. ) trave 1 . lodging, and meal expenses "i ncu rr"ed while
performing the services set forth In this agreement for
all phases of work with limitation that the costs for
more than two trips to Bozeman for adoption purposes will
not be incurred by Hinshaw under- the scope of this
ag r-eement.
B. ) communications expenses including postage and
handling, telephone. and f acs i mi 1 e transmissions:
C. ) graphics production costs such as f i 1 m and photo
processing, blueprinting, photocopying, offset
photography, and graphics or-oduction equipment and
mater'ials used directly for the services set forth '1 n
this agreement; and,
D. ) expense of overtime labor performed under the scope
of this agreement.
The City shall compensate Hinshaw one and one tenth ( 1. 1 )
times the actual costs of reimbursable expenses.
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Payments sha 11 be made monthly tc Hinshaw after an itemized
statement for' labor and reimbursable expenses, including
receipts for reimbursable expenses, is submitted to the City.
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Payments from the City to Hinshaw shall total, and not exceed,
$29,000 upon completion of the services set for'th 1 n this
ag r'eement.
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