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HomeMy WebLinkAbout04- Winter & Company; Entryway Corridor - Professional Services Agreement ..._..,.~- - .__n_ _.._-"'._~ . - - - PROFESSIONAL SERVICES AGREEMENT FOR PLANNING SERVICES This Agreement is made this 19. day of Apr; 1,2004, by and between CITY OF BOZEMAN, P.O. Box 1230, Bozeman, Montana, a Municipal Corporation of the State of Montana, ("City"), and Winter & Company, The Village Center, 775 Poplar Avenue, Boulder, CO 80304 ("Consultant"). RECITALS A. City desires to employ Consultant to furnish specific services of a professional planning and community design nature. B. Consultant agrees to furnish such services in accordance with the conditions herein provided and will carry out the duties and obligations imposed by the Contract. C. The City of Bozeman designates the Director of Planning and Community Development as the representative to administer this contract. AGREEMENT Subject to the provisions herein set forth and in consideration of the mutual covenants herein contained, Consultant agrees to furnish, and the City agrees to accept, certain specified services and products to include; the update of the City's Entryway Corridor Design Objectives Plan and the development of general urban design best practices. Such services and products shall be referred to as the Work. All services described herein are to be performed by Consultant and/or its contractors in accordance with the most commonly accepted standards and practices of the urban design 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 180 calendar days after the date of this agreement. The total time may be adjusted at the mutual written agreement of both City and Consultant. Article 2. CONTRACT PRICE, OWNER shall pay CONTRACTOR for performance of the Work in accordance with the Contract Documents the sum (subject to adjustment as provided in the Contract Documents) of Forty-Five Thousand Dollars ($45.000). 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 CONTRACTOR upon submittal of monthly invoices, Remaining Payment will be provided by OWNER to CONTRACTOR 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 REPRESENT A TIONS. In order to induce OWNER to enter into this Agreement, CONTRACTOR makes the following representations: 4.1 CONSUL T ANT 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 CONSUL T ANT represents and warrants to City that it 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 Tier 1 work described in the Scope of Services contained in Attachment "A". If CITY wishes CONSULTANT to perform additional services, CITY shall so instruct CONSULTANT in writing. The performance, cost, and time frame of the additional services shall be subject to mutual written agreement of both City and Consultant. Article 6. INSURANCE CONSUL T ANT 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 named as an additional insured under said insurance coverage. Article 7. INDEMNITY CONSUL T ANT shall indemnify, hold harmless and defend the City against any and all claims, at CONSULTANT S own expense, arising from the furnishing of services provided for in this contract or caused by the services described in this contract. Article 8, INDEPENDENT CONTRACTOR CONSUL T ANT acknowledges that the services rendered under this Agreement 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, It is expressly understood that this undertaking is not a joint venture. Article 9. GRANT / WORK MADE FOR HIRE 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: CONSUL T ANT'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, reproduce, display, perform, distribute internally or externally, and prepare derivative works based upon all such works and derivative 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 shall be comprised of text, illustrations, photographs, and all other works Consultant copies that may belong to third parties for which license for use is required. Article 10. OFFICE RULES CONSUL T ANT shall comply with all office rules and regulations, including security requirements, when on City premises. Article 11. CONFLICT OF INTEREST CONSUL T ANT 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, 18th Judicial District. Article 13. ENTIRE AGREEMENT AND NOTICE This Agreement contains the entire understanding of the parties 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 WITNESS WHEREOF, the Parties hereto have set their hands and seals the day and year first above written. CONSULTANT Bvt:~~ Nore Winter, President CITY OF BOZEMAN '-~~- ~ "- :" _ ~-;.-- -\ .,' ATTEST: , . _-:~:: '~~', -..-. Robin L. Sullivan, Clerk of-= -,' _ _ ~SSion .., - -.. - ,- __"7___ - -=-:~~~~-:.=~-:{5,:.~~' ~ ; ~ -'-'- --::.. ~~/<~-~'- . " PROFESSIONAL SERVICES AGREEMENT FOR PLANNING SERVICES ADDENDUM This Agreement is made this 18 day of Aor; 1, 2005, by and between CITY OF BOZEMAN, P.O. Box 1230, Bozeman, Montana, a Municipal Corporation of the State of Montana, ("City"), and Winter & Company, 1265 Yellow Pine Avenue, Boulder, CO 80304 ("Consultant"). RECITALS A. City desires to employ Consultant to furnish specific services of a professional planning and community design nature, B. Consultant agrees to furnish such services in accordance with the conditions herein provided and will carry out the duties and obligations imposed by the Contract. C, The City of Bozeman designates the Director of Planning and Community Development as the representative to administer this contract. D. The City of Bozeman previously contracted for Phase I of the Design Objectives Plan Update and now. wishes to pursue Phase II of the Design Objectives Plan Update to include the Neighborhood Conservation Overlay, E. Articles 5 and 13 of the original contract allows for revision upon mutual written agreement of the parties, which this professional services agreement is to provide as an addendum to the original agreement. AGREEMENT Subject to the provisions herein set forth and in consideration of the mutual covenants herein contained, Consultant agrees to furnish, and the City agrees to accept, certain specified services and products to include; the creation of illustrated design guidelines for the Neighborhood Conservation Overlay more fully described in Attachment A. Such services and products shall be referred to as the Work. All services described herein are to be performed by Consultant and/or its contractors in accordance with the most commonly accepted standards and practices of the urban design 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 270 calendar days after the date of this agreement. The total time may be adjusted at the mutual written agreement of both City and Consultant. Article 2. CONTRACT PRICE. OWNER shall pay CONTRACTOR for performance of the Work in accordance with the Contract Documents the sum (subject to adjustment as provided in the Contract Documents) of Forty-Seven Thousand Three Hundred Sixty Dollars ($47.360). 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 CONTRACTOR upon submittal of monthly invoices, Remaining Payment will be provided by OWNER to CONTRACTOR 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 1 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, CONTRACTOR makes the following representations: 4.1 CONSUL T ANT 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 ofthe Work. 4.2 CONSUL T ANT represents and warrants to City that it 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 contained in Attachment "A", If CITY wishes CONSULTANT to perform additional services, CITY shall so instruct CONSULTANT in writing. The performance, cost, and time frame of the additional services shall be subject to mutual written agreement of both City and Consultant. Article 6. INSURANCE CONSUL T ANT 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 named as an additional insured under said insurance coverage. Article 7, INDEMNITY CONSUL T ANT shall indemnify, hold harmless and defend the City against any and all claims, at CONSULTANT S own expense, arising from the furnishing of services provided for in this contract or caused by the services described in this contract. Article 8. INDEPENDENT CONTRACTOR CONSUL T ANT acknowledges that the services rendered under this Agreement 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. It is expressly understood that this undertaking is not a joint venture. -,' -.-- .---- -----.------.--. Article 9. GRANT / WORK MADE FOR HIRE 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, reproduce, display, perform, distribute internally or externally, and prepare derivative works based upon all such works and derivative 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 shall be comprised of text, illustrations, photographs, and all other works Consultant copies that may belong to third parties for which license for use is required, Article 10, OFFICE RULES CONSUL T ANT shall comply with all office rules and regulations, including security requirements, when on City premises. Article 11. CONFLICT OF INTEREST CONSUL T ANT 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, 18th Judicial District. Article 13. ENTIRE AGREEMENT AND NOTICE This Agreement contains the entire understanding of the parties 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 WITNESS WHEREOF, the Parties hereto have set their hands and seals the day and year first above written. By: , ore Winter, President CITY OF BOZEMAN ATTEST: Robin L. Sullivan, Clerk of Commission ~J_~ a. CITY OF BOZEMAN DEPARTMENT OF PLANNING AND COMMUNITY DEVELOPMENl phone 406-582-2260 Alfred M. StiWProfessional Building 20 East Olive Street fux 406-582-2263 .. P.O. Box 1230 p\anning@bozeman.net ." www.bozeman.net Bozeman, Montana 59771-1230 Attachment "A" Scope of Work for Consultant For Revised Professional Services Agreement 1. Review existing documents, to be provided after notice to proceed a. Review staff's evaluation of existing historic preservation tools - successes and deficiencies b. Review and become familiar with the comprehensive plan for the community c. Review and become familiar with the existing Certificate of Appropriateness process 2. Content and Subject of Work. Conservation Overlay (9 National Register historic districts plus the Bozeman only historic area) 1) Description of preservation of historic structures, why preservation benefits the community, and how the principles of design playa role in preserving neighborhood and building character. 2) Illustrations of "good" vs "bad" renovations and the important elements such as fenestration. 3) Description of how a building can be adaptively reused while preserving its character 4) Accessory buildings and relationship to principle building and surrounding areas. 5) Transitions between buildings of differing scale (especially commercial to residential). 6) Description of each of the districts. (We can provide both the text and map for this section based on the original nominations for the districts. We would expect your editorial services to integrate it with the rest of the document.) 7) Development of guidelines for the downtown commercial core. Based on the sample documents you provided earlier, we found the following chapters interesting, effective, and applicable to what we wish to achieve in the Conservation Overlay. A. Design Guidelines for the City of Durango East Third Avenue Historic District - Guidelines for Rehabilitation and New Construction B. Town of Georgetown, CO, Book II Guidelines for the Historic Design District- Chapters 7, 8, 9 C. Guide for Preserving San Jose Homes - Chapters 1, 3, 4, 6, 7 D. Design in the Flatirons Neighborhood - Chapter 5 3. Drafts a. Work with staff to update descriptions of existing corridor character b. Work with staff and Design Review Board (DRB) and Historic Preservation Advisory Board (HP AB)to identify and develop design standards 3. Meetings and site visits- Per budget and schedule received on Febrw:ay 11, 2005 4. Work Product (City will make reproductions, Consultant to provide two printed copies and one electronic copy in Microsoft Word, Adobe PageMaker or Adobe PDF. All materials in black and white) a. Initial working review draft for staff and DRB b. Public review drafts of DOP update c. Final approval draft . .' .. .. . . .. . .. ,. d. Content of work product - Text and photos or drawings describing and illustrating successful implementation of design principles. Priority for photos is given for local or regional locations 5. Time Frame Conclusion of the project within 6 months after notice to proceed is given is desired. Staff participation 1. Review existing documents and provide these materials to the consultant at the time of notice to proceed. a. Staff evaluation of successes and deficiencies of existing Certificate of Appropriateness program b. Staff identification of comprehensive plan text, goals, objectives, and policies applicable to Work c. Suggested revisions and updates to regulatory elements in zoning reviews and standards d. Identify any specific attributes desired for the final document 2. Drafts a. Staff identification of Conservation Overlay characteristics b. Coordination and outreach in Bozeman for public access to and review of documents c. Identification of staff suggestions for necessary elements of good design and which elements may be mandatory and which are desired. d. Receive and organize all cornrnents for forwarding to consultant and City Commission. May include responses to comment when appropriate. 3. Meetings and site visits a. Coordinate scheduling of consultant visits with staff and officials b. Provide rnaterials to rneeting participants in advance for review c. Arrange for materials such as meeting room reservations and resources necessary for site investigation d. Meet with consultant for discussion e. Conduct solicitation of public input and coordinate all public hearings 4. Work Product a. Review and edit initial draft and make necessary duplications and distribution for review by others b. 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