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HomeMy WebLinkAbout08- Professional Services Agreement for Planning Services with Downtown Business PartnershipPROFESSIONAL SERVICES AGREEMENT FOR PLANNING SERVICES This Agreement is made this ~ day of N°~~.,~2008, by and between CITY OF BOZEMAN, P.O. Box 1230, Bozeman, Montana, a Municipal Corporation of the State of Montana, ("City"), and Downtown Business Partnership, 224 E. Main Street, Bozeman, MT 59715 ("Consultant"). RECITALS A. City desires to cooperate with Consultant to acquire specific services of a professional planning nature in preparation. of a neighborhood plan for the Downtown area. B. Consultant agrees to furnish such services, through use of a contractor, in accordance with the conditions herein provided and will carry out the duties and obligations imposed by the Contract. C. All terms of this contract shall also be applicable to the selected contractor. D. City designates the Director of Planning and Community Development as the representative to administer this contract. E. Articles 1, 2, 5 and 13 of this agreement allow for revision upon mutual written agreement of the parties. AGREEMENT Subject to the provisions herein set forth and in consideration of the mutual covenar~its herein contained, Consultant agrees to furnish, and the City agrees to accept, certain specilied ser~rices aiid products to include; creati~~in of a neighborhood plan, more fu.~lly described in Attach~m~ntA. Such services and products shall be referred to as the Work. .~Oll services described herein are to be performed by Consultant and/or its contractors i_n accordance with the most commonly accepted standards and practices of the economic ~aevelopment field. Consultant will. use final product technologies that are acceptable to the City in order to satisfy the broadest distribution of the document possible. Article 1. CONTRACT TIME. The Work will be completed within 365 calendar days after the date of this agreement. The tot:a.l time may be adjusted at the mutual written agreement of both City and Consultant. Article 2. CONTRACT PRICE. OV~jNER shall pay CONSULTANT for performance of the Work in accordance with the Contract Documents the total sum (subject to adjustment as provided in the Contract Docurents) of Forty Thousand Dollars ($40,Opp}. CONSLTL,TANT recognizes that the total sum is the aggregated amount all services described ire the scope in Attachment A. OWNER retains the. right to a refund contingent upon satisfactory completion of the Work in accordance with this agreement. The total sum may be adjusted at the mutual written agreement of both City and Consultant. Article 3. PAYMENT PROCEDURES. Not more than 90% (ninety percent) of Payment will be provided by OWNER to CONSULTANT upon submittal of monthly invoices. Remaining Payment will be provided by OWNER to CONSULTANT upon completion of the entire Work. Payment will not exceed 60% of the contract price prior to delivery of the initial public review draft of the work. OWNER retains the right to a refund contingent upon satisfactory completion of the Work in accordance with this agreement. Article 4. CONTRACTOR'S REPRESENTATIONS. In order to induce OWNER to enter into this Agreement, CONSULTANT makes the following representations: . 4.1 CONSULTANT, and its contractors, shall or has familiarized himself with the nature and extent of the Contract, Work, locality, and with all- local conditions and federal, state. and local laws, growth policies, ordinances, rules and regulations that in any manner may affect cost, progress or performance of the. Work. 4.2 .CONSULTANT represents and warrants to City that it, or its contractors, has the experience and ability to perform the services required by this .Agreement; that it will perform said services in a professional, competent. and timely manner and with diligence and skill; that it has the power to enter into -and perform this Agreement and grant the rights granted in it; and that. its performance. of this Agreement shall not infringe upon or violate the rights of any third party, whether rights of copyright, trademark, privacy, publicity, libel, slander or any. other rights of any nature whatsoever, or violate any federal, state and municipal laws. The City will not determine or exercise control as to general procedures or formats necessary to have these services meet this warranty. Article 5. SCOPE OF WORK The .Work shall consist of the preparation of the work described in the Scope of Services cgntained in Attachment "A". If CITY wishes CONSULTANT to perform additional services, CI"TY shall so~instruct CONSULfAI~tT in writing. The performance, cost, and timeframe of the additional services shall be subject to mutual written agreement of both City and Consultant. Article b. INSURANCE CONSULTANT, or their contractor, agrees to keep _ in force during the entire period of this. Agreement professional liability insurance and such general liability insurance as will protect it and the City from claims, including claims under worker's compensation and other employee benefit laws that are applicable, for bodily injury and death, and for property damage that may arise out of work under this agreement whether directly or indirectly by CONSULTANT, or directly or indirectly by sub-contractors hired by CONSULTANT. Minimum liability limits shall not be less than $1.0 million general liability and $1.0 million automobile liability. CONSULTANT shall provide proof of workers compensation insurance at the State statutory limits, unless CONSULTANT provides an exemption from the State Department of Labor & Industry. The-City has the right to require that the City be namedas an additional insured under said insurance coverage. Article 7. INDEMNITY Consultant shall indemnify and hold harmless 'the City, its officers, directors, and employees, against any and all claims, that arise from the negligent performance of the Consultant's work herein described. _ The obligations of the Consultant to indemnify and hold harmless the City of Bozeman will apply to any suit, cause of action, claim, loss, cost or obligation including, without limitation, those alleged under the common law or pursuant to a federal or state statute or regulation including those arising from the negligent acts, errors or omissions of the Consultant. The indemnity required herein shall not be limited by reason of the specification of any particular insurance coverage in this Agreement. Article 8. INDEPENDENT CONTRACTOR CONSULTANT acknowledges that the services rendered under this Agreement by itself or its contractors shall be solely as an independent contractor. CONSULTANT shall not enter into any contract or commitment on behalf of City. CONSULTANT further acknowledges that it is not considered an affiliate or subsidiary of City, and is not entitled to any City employment rights' or benefits. Article 9. GRANT /WORK MADE FOR HIRE- COPYRIGHTS To the extent .that CONSULTANT`S Work .includes any ~ work of authorship entitled to protection-under the copyright laws of the United States or elsewhere, the parties agree that: CONSULTANT'S Work has been specially ordered. and. commissioned by the City as a contribution to a collective work, a supplemental work, or -such other category of work as may be eligible. for treatment as a "work made for hire"; CONSULTANT is an independent contractor and not an employee, partner, joint author or .joint venturer of the CITY; CONSULTANT'S Work shall be deemed to be a "commissioned work" and a "work made for hire" to the greatest extent possible under the law; and the CITY shall have the right to use, execute, reproduce, display, perform, distribute internally or externally, and prepare derivative works of the CONSULTANT'S Work. To the extent that CONSULTANT'S work is not properly. characterized as a "work made. for hire," then CONSULTANT shall, at its own expense, cause the CITY to have and obtain the .right and license to use, execute, repr~duce;display;~ perform, distribute internally orexternally, and prepare derivative works based upon all `such works grid deri~~ative works thereof .and.. shall provide to~ the CITY a written license granting the CITY such rights. It is the intent of the parties that the specific work subject to said license shalLbe comprised of text, illustrations, calculations; photographs, and. all other works Consultant copies .that may belong to third parties for which license for use is required. Article 10. OFFICE RULES CONSiJLTAN"f shall comply with all office rules and regulations, including security requirements, when on City premises. Article 11. CONFLICT OF INTEREST CONSULTANT shall not offer or give a gratuity of any type to any City employee or agent.. Article 12. GOVERNING LAW This Agreement shall be construed and enforced in accordance with the laws of the State of Montana. In the event of dispute regarding the terms of this Agreement, the parties agree to attempt mediation of the conflict prior to pursuing litigation. Venue shall be in Gallatin County, 18~h Judicial District. Article 13. ENTIRF, AGREEMENT AND NOTICE This Agreement contains the entire understanding of the CITY and CONSULTANT and may not be amended without the specific written consent of both parties. Any notice given under this Agreement shall be sufficient if it is in writing and if sent by certified or registered mail. IN WI"rNESS WHERF,OF, the Parties hereto have set their hands and seals the day and year first above written. CON L A By: .Chris Naumann, Executive Director CITY OF BOZEMAN Chris Kukulski, City Manager ATTEST: St lmen~ .Clerk Attachment A Scope of Work Coordinate the development of a new neighborhood plan for the Downtown area of Bozeman. Currently, Downtown is operating under two antiquated vision documents: the 1995 Downtown Urban Renewal Plan and the 1998 Downtown Improvement Plan (also referred to as the Maker's Plan). Many of the objectives prescribed by these two plans have been accomplished, others are no longer relevant, and still others are yet to be addressed. Downtown and the other areas of Bozeman have changed dramatically in the. last decade. It is therefore necessary to prepare an updated vision for Bowman's historic core. "f he plan.is an amplification and refinement of the general principles of the City of Bowman's growth. policy and by state law must conform to the growth policy. The City has adopted or prepared numerous facility plans and other documents which provide necessary support and background for development of the neighborhood plan. Harmony between the City's policies is required. Subjects for Consideration within the plan. ,Based upon f unding adequacy and mutual agreement between City and Consultant the list may be expunded or revised. Development Policies L Land Uses and B3 7.one II. Growth Management, Infill Development and Redevelopment III. Economic Development IV. Historic Preservation V. Parking VI. Parks, Trails & Public Spaces Physical Elements VII. Urban Design & Streetscape VIII. Municipal and Private Infrastructure [X. Design and Building Guidelines Strategies X. Market Analysis XI. Redevelopment Opportunities XII. Business Recruitment & Retention XIII. Tourism Development XIV. Implementation Strategies & Timelines Deliverables Consultant shall ensure that the process includes multiple effective opportunities for participation by the public during preparation of the plan and prior to its adoption after the draft document~has been prepared. Consultant shall ensure that adequate electronic copies of all drafts are provided for publication and review by the public in formats acceptable to the City. All electronic maps shall be consistent with the City's adopted GIS standards. Consultant shall ensure that contractors will be available for at least two public presentations before the Planning Board and City Commission prior to action by the City Commission to adopt the plan.