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HomeMy WebLinkAbout22- Service Agreement - The Community Design Center, Montana State University School of Architecture - Bozeman Midtown Project1 | P a g e AGREEMENT FOR SERVICES THIS AGREEMENT is made and entered into between The City of Bozeman, hereinafter called “Client,” and THE COMMUNITY DESIGN CENTER, MONTANA STATEUNIVERSITY, SCHOOL OF ARCHITECTURE, 160 Cheever Hall, Bozeman, Montana 59717-3760, Federal Tax ID No. _81-6010045_, hereinafter called “CDC”. This is the sole agreement between the parties and takes precedent over any other agreements, verbal or written, that may take place between the parties unless this agreement is revised in writing to include said changes. SECTION 1 SCOPE OF WORK Contractor will perform the work and provide the services in accordance with the requirements of the Scope of Services. For conflicts between this Agreement and the Scope of Services, unless specifically provided otherwise, the Agreement governs CDC, as an independent contractor, will produce neighborhood designs and analysis of current zoning and planning of the area from N. 7th to Rouse. Working directly with David Fine and City Manager Jeff Mihelich, the scope can be refined and more focused as the Fall Semester progresses. A. CDC will provide a team of fourth year architectural students to provide neighborhood designs and identify any issues with zoning ordinances that inhibit planning and walkability. B. The project consists of a series of neighborhoods designs that could function as a master site plan, but the intent is more to explore several options throughout the focus area. C. Local Site Visits, Analysis, and Meetings  CDC students will visit the site to create photo documentation, gather site and contextual data  Meet either in person or via WebEx with the TIF District team, including City of Bozeman employees and local design professionals who have offered to mentor students to: 1. Discuss a variety of potential uses and concepts and narrow down desired outcomes and goals 2. Present initial ideas for review 3. Present preliminary concept design proposal for review 4. Present final concept design proposals for review D. Schematic Design DocuSign Envelope ID: 43B7E7DB-7054-48F0-8A37-0517CC1F9A7D 2 | P a g e  Develop multiple schematic designs of the neighborhoods and zoning/uses.  Based on your comments these will be revised and submitted for further comment.  Present draft proposal to you for review and comment E. Presentation Documents  Based on Client’s comments and a preliminary review by Client, CDC will prepare presentation documents a. Site plans, diagrams, and infographics b. Site development plans F. The final design product will consist of diagrams, area plans and other drawings showing proposed neighborhood designs, a written report outlining the design process employed by CDC, and other data, analysis, and logic used to develop the projects, including other appropriate graphical or subject information necessary to support the design work. The media will include color and monochrome drawings and text in the form of a bound reduced copy. A power point or digital presentation package can be prepared if needed. Client understands and acknowledges that work on this project is done by students, not licensed architects. The Design Product is limited to presenting concepts and options. Documents produced will not be sufficient for permitting or construction drawings. FINAL DOCUMENTS: The data obtained to meet the requirements of item E above shall be provided to Client in digital format on USB external hard drive as well as hard copy. The work product will be as described in item F above. The following copies of Final Documents shall be provided: A. 2 bound hard copies of the Final Documents in booklet form. B. 1 copy of the Final Documents distributed electronically. SCHEDULE A. CDC shall hold periodic reviews/presentations of work in progress on the project with Client at a time and place to be mutually agreed to by the parties. B. Project Schedule: The project will commence on August 24th, 2022 and the final review is tentatively scheduled for the week of December 5th. Meetings, milestones, and deadlines will be scheduled as necessary and agreed on by the client and the CDC. The Schedule will be sent to for review, comment, and approval. C. A final presentation will be made by CDC at a time and place agreeable to Client and CDC. DocuSign Envelope ID: 43B7E7DB-7054-48F0-8A37-0517CC1F9A7D 3 | P a g e DEADLINE A. The project shall be completed by CDC and delivered to CLIENT not later than December 16th, 2022 RESPONSIBILITIES OF PARTIES A. Client and CDC shall cooperate with one another to fulfill their respective obligations under this Agreement B. Unless otherwise provided under this Contract, Client shall provide full information in a timely manner regarding requirements for and limitations on the Project. Client shall furnish to CDC, within 7 days after receipt of written request, information necessary and relevant for CDC evaluation. C. Client shall provide prompt written notice to CDC Client becomes aware of any fault or defect in the Project, including any errors, omissions or inconsistencies in any CDC documents or presentations. D. CDC shall perform services as expeditiously and with the skill and care required for the orderly progress of the Project. E. Time limits established by the schedule referred to under SCHEDULE and approved by Client shall not, except for reasonable cause, be exceeded by CDC or Client Independent Contractor Status/Labor Relations: The parties agree that Contractor is an independent contractor for purposes of this Agreement and is not to be considered an employee of the City for any purpose. Contractor is not subject to the terms and provisions of the City’s personnel policies handbook and may not be considered a City employee for workers’ compensation or any other purpose. Contractor is not authorized to represent the City or otherwise bind the City in any dealings between Contractor and any third parties. Contractor shall comply with the applicable requirements of the Workers’ Compensation Act, Title 39, Chapter 71, Montana Code Annotated (MCA), and the Occupational Disease Act of Montana, Title 39, Chapter 71, MCA. Contractor shall maintain workers’ compensation coverage for all members and employees of Contractor’s business, except for those members who are exempted by law. Contractor shall furnish the City with copies showing one of the following: (1) a binder for workers’ compensation coverage by an insurer licensed and authorized to provide workers’ compensation insurance in the State of Montana; or (2) proof of exemption from workers’ compensation granted by law for independent contractors. In the event that, during the term of this Agreement, any labor problems or disputes of any type arise or materialize which in turn cause any services to cease for any period of time, Contractor specifically agrees to take immediate steps, at its own expense and without expectation of DocuSign Envelope ID: 43B7E7DB-7054-48F0-8A37-0517CC1F9A7D 4 | P a g e reimbursement from City, to alleviate or resolve all such labor problems or disputes. The specific steps Contractor shall take shall be left to the discretion of Contractor; provided, however, that Contractor shall bear all costs of any related legal action. Contractor shall provide immediate relief to the City so as to permit the services to continue at no additional cost to City. Contractor shall indemnify, defend, and hold the City harmless from any and all claims, demands, costs, expenses, damages, and liabilities arising out of, resulting from, or occurring in connection with any labor problems or disputes or any delays or stoppages of work associated with such problems or disputes. SECTION 2 CONTRACT TERM/RENEWAL The term of this contract will be August 24, 2022 through December 15th 2022 as CDC is available. This instrument shall not be effective until duly signed by all the parties hereto. COMPENSATION SECTION 3 GENERAL TERMS OF PAYMENT Client agrees to pay to CDC the following amounts to complete the Work described in Section 1, SCOPE OF WORK: A. Base Fixed Compensation – CDC Studio Fee $10,000.00 B. Reimbursable Expenses beyond the Base Fixed Compensation - $500.00 1. Cost of materials and supplies as required to develop the Work. DocuSign Envelope ID: 43B7E7DB-7054-48F0-8A37-0517CC1F9A7D 5 | P a g e 2. Cost of producing hardcopy and digital documents described under FINAL DOCUMENTS. PAYMENTS A. An initial payment of $3,000.00 Dollars is to be made at the signing of this agreement. This payment will be credited to the amount noted under Compensation, item 1. B. The final payment of $7,000.00 will be due and payable on completion of the Final Documents and the final delivery to and review by Client but no later than December 31st, 2022. C. Reimbursable Expenses incurred during the execution of the work will be billed in an addition to the payments due under items B and C above. SECTION 4 LIAISON Client has designated David Fine as liaison to whom CDC is to direct its communications concerning this Agreement. CDC has designated Jordan Zignego of the Community Design Center as its liaison to whom Client is to direct its communications concerning this Agreement. SECTION 5 RECORDS CDC shall record all information and data obtained in the performance of the Agreement and shall make such information available to Client upon request. Upon completion of this Agreement, all information and data, including the final study document, shall become the property of Client. SECTION 6 ADVERTISING/NEWS RELEASES CDC shall not advertise or share information concerning stipulations of this contract without prior written consent from Client, but retains the right to advertise the work in any form or media. This does not prohibit CDC from sharing contract information needed for provider relationships or efforts needed to carry out other functions described in this contract. SECTION 7 COMPLIANCE WITH LAW CDC must, in performance of work under the contract, fully comply with all applicable federal, state, or local laws, rules and regulations, including the Montana Human Rights Act, the Civil Rights Act of 1964, the Age Discrimination Act of 1975, the Americans with Disabilities Act of 1990, and Section 504 of the Rehabilitation Act of 1973. Any subletting or subcontracting by CDC subjects subcontractors to the same provision. In accordance with section 49-3-207, MCA, CDC DocuSign Envelope ID: 43B7E7DB-7054-48F0-8A37-0517CC1F9A7D 6 | P a g e agrees that the hiring of persons to perform the contract will be made on the basis of merit and qualifications and there will be no discrimination based upon race, color, religion, creed, political ideas, sex, age, marital status, physical or mental disability, or national origin by the persons performing the contract. SECTION 8 CONTRACT TERMINATION 8. Termination for Contractor’s Fault: a. If Contractor refuses or fails to timely do the work, or any part thereof, or fails to perform any of its obligations under this Agreement, or otherwise breaches any terms or conditions of this Agreement, the City may, by written notice, terminate this Agreement and the Contractor’s right to proceed with all or any part of the work (“Termination Notice Due to Contractor’s Fault”). The City may then take over the work and complete it, either with its own resources or by re-letting the contract to any other third party. b. In the event of a termination pursuant to this Section 8, Contractor shall be entitled to payment only for those services Contractor actually rendered. c. Any termination provided for by this Section 8 shall be in addition to any other remedies to which the City may be entitled under the law or at equity. d. In the event of termination under this Section 8, Contractor shall, under no circumstances, be entitled to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature arising, or claimed to have arisen, as a result of the termination. 9. Termination for City’s Convenience: a. Should conditions arise which, in the sole opinion and discretion of the City, make it advisable to the City to cease performance under this Agreement, the City may terminate this Agreement by written notice to Contractor (“Notice of Termination for City’s Convenience”). The termination shall be effective in the manner specified in the Notice of Termination for City’s Convenience and shall be without prejudice to any claims that the City may otherwise have against Contractor. b. Upon receipt of the Notice of Termination for City’s Convenience, unless otherwise directed in the Notice, the Contractor shall immediately cease performance under this Agreement and make every reasonable effort to refrain from continuing work, incurring additional expenses or costs under this Agreement and shall immediately cancel all existing orders or contracts upon terms satisfactory to the City. Contractor shall do only such work as may be necessary to preserve, protect, and maintain work already completed or DocuSign Envelope ID: 43B7E7DB-7054-48F0-8A37-0517CC1F9A7D 7 | P a g e immediately in progress. c. In the event of a termination pursuant to this Section 9, Contractor is entitled to payment only for those services Contractor actually rendered on or before the receipt of the Notice of Termination for City’s Convenience. d. The compensation described in Section 9(c) is the sole compensation due to Contractor for its performance of this Agreement. Contractor shall, under no circumstances, be entitled to claim or recover consequential, special, punitive, lost business opportunity, lost productivity, field office overhead, general conditions costs, or lost profits damages of any nature arising, or claimed to have arisen, as a result of the termination. SECTION 9 MODIFICATION OF CONTRACT A. No modification of this agreement shall be valid or binding unless such modification is in writing, duly dated, and executed by all parties to this original agreement. B. If any portion of this contract becomes void by order of a court of law, all other sections of this contract remain in place with full force and effect. SECTION 10 LIMITS OF AGREEMENT This instrument contains the entire Agreement between the parties, and no statements, promises of inducements made by either party, or agents of either party, which are not contained in the written Agreement shall be valid or binding. This Agreement may not be enlarged, modified or altered except as provided in Section 9, Modifications of this contract. SECTION 11 BEST EFFORTS OF CDC; RELEASE, INDEMNIFICATION, AND HOLD HARMLESS AGREEMENT The parties acknowledge and agree that this contract will be performed by enrolled students under the supervision of faculty for academic credit. The students are not professionalarchitects and there is no representation that the services provided hereunder are professional services provided by independent Contractors. The project is undertaken to provide students practical experience as part of the undergraduate educational experience. A. CDC as a division of Montana State University warrants and represents that it is self- funded for liability insurance, both public and property, with such protection being limited to the officers, employees, servants and agents of Montana State University while acting within the scope of their employment. The parties further agree that nothing contained herein shall be construed or interpreted as (1) denying to either party any remedy or defense DocuSign Envelope ID: 43B7E7DB-7054-48F0-8A37-0517CC1F9A7D 8 | P a g e available to such party under the laws of the State of Montana; (2) the consent of the State of Montana or its agents and agencies to be sued; or (3) a waiver of sovereign immunity of the State of Montana beyond the waiver provided in Title 2, Ch. 9, Montana Codes Annotated. B. CDC agrees that it will at all times faithfully, industriously, and to the best of its ability, experience and talents, perform all of the duties and obligations that may be required of it pursuant to the express terms of the agreement. C. CDC agrees to conduct itself so as not to diminish the good will and reputation of Client and to abide by all applicable laws, rules, and regulations. D. CDC further agrees to comply with, abide by, and be bound by the terms, conditions, and covenants of this agreement. COMMUNITY DESIGN CENTER JEFF MIHELICH MONTANA STATE UNIVERSITY CITY of BOZEMAN SCHOOL OF ARCHITECTURE By: By: Title: Title: Date: Date: DocuSign Envelope ID: 43B7E7DB-7054-48F0-8A37-0517CC1F9A7D Director 9/22/2022 City Manager 9/23/2022