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HomeMy WebLinkAbout8154RESOLUTION NO. 8154 A RESOLUTION APPROVING AN AGREEMENT BETWEEN PRO- GRESSIVE URBAN MANAGEMENT ASSOCIATES AND THE CITY OF PUEBLO, A MUNICIPAL CORPORATION, FOR PROFESSIONAL SERVICES IN CONNECTION WITH A PLAN TO CREATE A DOWNTOWN MANAGEMENT AUTHORITY AND AUTHORIZING THE PRESIDENT OF CITY COUNCIL TO EXECUTE SAME BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, COLORADO, that: SECTION 1 The agreement dated June 9 , 1997, between Progressive Urban Management Associates, and the City of Pueblo, a Municipal Corporation ( "the Agreement "), to provide professional services in connection with a plan to create a downtown management authority in downtown Pueblo, Colorado, a copy of which is attached and incorporated, having been approved as to form by the City Attorney, is hereby approved. SECTION 2 Funds not to exceed $ 15,000 for said professional services shall be paid from Professional Services Account No. 1- 100 - 111- 0- 30 -20. SECTION 3 The President of the City Council is hereby authorized to execute said agreement on behalf of Pueblo, a Municipal Corporation, and the City Clerk shall affix the Seal of the City thereto and attest same. INTRODUCED: JUNE 9, 1997 BY: Al Gurule Councilperson ATTESTED: APPROVED: ' ity Clerk Pres dent o City Council AGREEMENT FOR PROFESSIONAL PLANNING & CONSULTING SERVICES THIS AGREEMENT is made and entered this qt h day of June , 1997, by and between the City of Pueblo, a Municipal Corporation ( "Client ") and Progressive Urban Management Associates, Inc. (hereinafter referred to as "Consultant") for Consultant to render professional planning and consulting services for Client with respect to downtown development in Pueblo, Colorado and related ancillary services, hereinafter referred to as the "Project." In consideration of the mutual covenants hereinafter set forth, the parties agree as follows: SECTION 1. GENERAL AND SCOPE OF SERVICES (a) Consultant shall satisfactorily perform the professional planning and consulting services for the Project described in more detail in Schedule 1 attached hereto and incorporated herein by reference (the "Basic Services "). Such services shall include all usual and customary professional planning and consulting services including any required drafting or design services incident to its work on the Project. (b) To the extent Consultant performs any of the Project work through subcontractors or subconsultants, Consultant shall be and remain as fully responsible for the full performance and quality of services performed by such subcontractors as it is for services performed directly by Consultant. SECTION 2. CONSULTANT'S RESPONSIBILITIES (a) Consultant shall be responsible for the professional quality, technical accuracy and timely completion of Consultant's work, including that performed by Consultant's subconsultants and subcontractors, and including drawings, reports and other services, irrespective of Client's approval of or acquiescence in same. (b) Consultant shall be responsible, in accordance with applicable law, to Client for all loss or damage to Client caused by Consultant's negligent act or omission; except that Consultant hereby irrevocably waives and excuses Client and Client's attorneys from compliance with any requirement to obtain a certificate of review as a condition precedent to commencement of an action, including any such requirements set forth in Section 13 -20 -602, C.R.S. or similar statute, whether now existing or hereafter enacted. (c) Consultant shall be completely responsible for the safety of Consultant's employees in the execution of work under this Agreement and shall provide all necessary safety and protective equipment for said employees. (d) Consultant acknowledges that time is of the essence with respect to the completion of its services under this Agreement. Consultant represents that Schedule3 attached hereto is the schedule by which Consultant proposes to accomplish its work, with time periods for which it will commence and complete each major work item. Except to the extent the parties agree to time extensions for delays beyond the control of Consultant, Consultant shall adhere to this schedule and perform its work in a timely manner so as not to delay Client's timetable for achievement of interim tasks and final completion of Project work. Consultant further acknowledges that its schedule has accounted for all reasonably anticipated delays, including those inherent in the availability of tools, supplies, labor and utilities required for the work, the availability of information which must be obtained from any third parties, and all conditions to access to public and private facilities. (e) Before undertaking any work or incurring any expense which Consultant considers beyond or in addition to the Scope of Work described in Schedule 1 or otherwise contemplated by the terms of this Agreement, Consultant shall advise Client in writing that (i) Consultant considers the work beyond the scope of this Agreement, (ii) the reasons that Consultant believes the out of scope or additional work should be performed, and (iii) a reasonable estimate of the cost of such work. Consultant shall not proceed with any out of scope or additional work until authorized in writing by Client. The compensation for such authorized work shall be negotiated, but in the event the parties fail to negotiate or are unable to agree as to compensation, then Consultant shall be compensated for its direct costs and professional time at the rates set forth in Schedule 3 attached hereto. SECTION 3. FEES FOR SERVICES: PAYMENT. (a) Client will pay to Consultant as full compensation for all services required to be performed by Consultant under this Agreement, except for services for additional work or work beyond the scope of this Agreement, the maximum sum of U.S. $14,240.00, computed as set forth in Schedule 2. (b) Consultant shall submit periodic, but not more frequently than monthly, applications for payment, aggregating to not more than the maximum amount set forth above, for actual professional services rendered and for reimbursable expenses incurred. Applications for payment shall be submitted based upon the hourly rates and expense reimbursement provisions set forth in Schedule 2 attached hereto, and shall contain appropriate documentation that such services have been performed and such expenses incurred. Thereafter, Client shall pay Consultant for the amount of the application within 45 days of the date such application is received. (c) No separate or additional payment shall be made for profit, overhead, local telephone expenses, lodging, routine photocopying, computer time, secretarial or clerical time or similar expenses unless otherwise provided and listed in Schedule 2. (d) No compensation shall be paid to Consultant for services required and expenditures incurred in correcting Consultant's mistakes or negligence. (e) Compensation for authorized work beyond the scope of this Agreement shall be governed by the provisions of Section 2(e). (f) In the event services under this Agreement are phased and to be performed in more than one fiscal year or are subject to annual appropriation, Consultant acknowledges that funds only in the amount of initial appropriation are available and it shall confirm availability of funds before proceeding with work exceeding initial and subsequent annual appropriations. SECTION 4. CLIENT'S RESPONSIBILITIES (a) Client agrees to advise Consultant regarding Client's Project requirements and to provide all relevant information, surveys, data and previous reports accessible to Client which Consultant may reasonably require. (b) Client shall designate a Project Representative to whom all communications from Consultant shall be directed and who shall have limited administrative authority on behalf of Client to receive and transmit information and make decisions with respect to the Project. Said representative shall not, however, have authority to bind. Client as to matters of governmental policy or fiscal policy, nor to contract for additions or obligations exceeding a value which is the lesser of $2,500 or 5% of the maximum contract price. (c) Client shall examine all documents presented by Consultant, and render decisions pertaining thereto within a reasonable time. The Client's approval of any drawings, specifications, reports, documents or other materials or product furnished hereunder shall not in any way relieve Consultant of responsibility for the professional adequacy of its work. (d) Client shall perform its obligations and render decisions within a reasonable time under the circumstances presented. Based upon the nature of Client and its requirements, a period of 14 days shall be presumed reasonable for any decision not involving policy decision or significant financial impact. A period of 46 days shall be presumed reasonable for Client to act with respect to any matter involving policy or significant financial impact. The above periods of presumed reasonableness shall be extended where information reasonably required by Consultant is -2- not within the custody or control of Client but must be procured from others. SECTION 5. TERMINATION (a) Client reserves the right to terminate this Agreement and Consultant's performance hereunder, at any time upon written notice, either for cause or for convenience. Upon such termination, Consultant and its subcontractors shall cease all work and stop incurring expenses, and shall promptly deliver to Client all data, drawings, specifications, reports, plans, calculations, summaries and all other information, documents and materials as Consultant may have accumulated in performing this Agreement, together with all finished work and work in progress. (b) Upon termination of this Agreement for events or reasons not the fault of Consultant, Consultant shall be paid at the rates specified in Schedule 3 for all services rendered and reasonable costs incurred to date of termination; together with any reasonable costs incurred within 10 days of termination provided such latter costs could not be avoided or were incurred in mitigating loss or expenses to Consultant or Client. In no event shall payment to Consultant upon termination exceed the maximum compensation provided for complete performance in Section 3(a). (c) In the event termination of this Agreement or Consultant's services is for breach of this Agreement by Consultant, or for other fault of Consultant including but not limited to any failure to timely proceed with work, or to pay its employees and consultants, or to perform work according to the highest professional standards, or to perform work in a manner deemed satisfactory by Client's Project Representative, then in that event, Consultant's entire right to compensation shall be limited to the lesser of (a) the reasonable value of completed work or (b) payment at the rates specified in Schedule 3 for services satisfactorily performed and reimbursable expenses reasonably incurred, prior to date of termination. (d) Consultant's professional responsibility for its completed work and services shall survive any termination. SECTION 6. RESERVED SECTION 7. USE OF DOCUMENTS (a) Plans, drawings, designs, specifications, reports and all other documents prepared or provided by Consultant hereunder shall become the sole property of Client, subject to applicable federal grant requirements, and Client shall be vested with all rights therein of whatever kind and however created, whether by common law, statute or equity. Client shall have access at all reasonable times to inspect and make copies of all notes, designs, drawings, specifications, and all other technical data or other documents pertaining to the work to be performed under this Agreement. In no event shall Consultant publish work product developed pursuant to this Agreement except (i) with advance written consent of Client and (ii) in full compliance with the requirements of this Agreement and applicable federal regulations. (b) (Reserved) SECTION 8. INSURANCE AND INDEMNITY (a) Consultant agrees that it shall procure and will maintain during the term of this Agreement, such insurance as will protect it from claims under workers' compensation acts, claims for damages because of personal injury including bodily injury, sickness or disease or death of any of its employees or of any person other than its employees, and from claims or damages because of injury to or destruction of property including loss of use resulting therefrom; and such insurance will provide for coverage in such amounts as set forth in subparagraph (b). -3- (b) The minimum insurance coverage which Consultant shall obtain and keep in force is as follows: (i) Workers' Compensation Insurance complying with statutory requirements in Colorado and in any other state or states where the work is performed. (ii) Comprehensive General and Automobile Liability Insurance with limits not less than Six Hundred Thousand and No /100 Dollars ($600,000.00) per person and occurrence for personal injury, including but not limited to death and bodily injury, and Six Hundred Thousand and No /100 Dollars ($600,000.00) per occurrence for property damage. (iii) Professional Liability Insurance with coverage of not less than $1,000,000, and with a deductible acceptable to Client. (c) Consultant agrees to hold harmless, defend and indemnify Client from and against any liability to third parties, arising out of negligent acts or omissions of Consultant, its employees, subcontractors and consultants. SECTION 9. SUBCONTRACTS (a) Client acknowledges that Consultant is the prime contractor and the only party with whom Client has a contractual relationship under this Agreement. To the extent Consultant performs any Project activities through subconsultants or subcontractors, Consultant shall contractually bind each of its subconsultants and subcontractors by subcontract agreement to all of the terms of this Agreement which are for the benefit of Client, and Client shall be a third party beneficiary of those subcontract provisions. (b) Consultant shall indemnify and defend Client from all claims and demands for payment for services provided by subcontractors of Consultant. (c) Consultant acknowledges that, due to the nature of the services to be provided under this Agreement, the Client has a substantial interest in the personnel and consultants to whom Consultant assigns principal responsibility for services performed under this Agreement. Consequently, Consultant represents that it has selected and intends to employ or assign the key personnel and consultants identified in its proposal submitted to Client prior to execution of this Agreement to induce Client to enter this Agreement. Consultant shall not change such consultants or key personnel except after giving notice of a proposed change to Client and receiving Client's consent thereto. Consultant shall not assign or reassign Project work to any person to whom Client has reasonable objection. SECTION 10. REQUIRED FEDERAL PROVISIONS (Reserved) SECTION 11. MISCELLANEOUS (a) Notices Any and all notices or other communications required or permitted by this Agreement or by law to be served on or given to either Consultant or Client by the other party shall be in writing and shall be deemed duly served and given when personally delivered to the party to whom it is directed, or in lieu of such personal service, when deposited in the United States mail, first - class postage prepaid, addressed to the Client, Attention: Pueblo, Colorado, or to Consultant at . Either party may change his address for the purpose of this paragraph by giving written notice of such change to the other party in the manner provided in this paragraph. (b) Entire Agreement This instrument contains the entire agreement between Consultant and Client in respecting the Project, and any other written or oral agreement or representation respecting the Project or the duties of either Client or Consultant in relation thereto not expressly set forth in this instrument and its attachments is null and void. (c) Successors and Assigns This Agreement shall be binding on the parties hereto and on their successors and assigns; provided, however, neither this Agreement, nor any part thereof, nor any moneys due or to become due hereunder to Consultant may be assigned by it without the written consent of Client. (d) Amendments No amendment to this Agreement shall be made nor be enforceable unless made by written amendment signed by an authorized representative of Consultant and by Client in accordance with the requirements of Section 4(b) of this Agreement or upon authorization of Client's governing board. (e) Choice of Law This Agreement shall be governed and interpreted in accordance with the laws of the State of Colorado. Any unresolved dispute arising from or concerning any breach of this Agreement shall be decided in a state court of competent jurisdiction located in Pueblo, Colorado. (f) Equal Employment Opportunity In connection with the performance of this Agreement, neither Consultant nor its consultants shall discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, disability or age. Consultant shall endeavor to insure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, national origin, disability or age. (g) Severability If any provision of this Agreement, except for Section 2, is determined to be directly contrary to and prohibited by law or the requirements of any federal grant or other Project funding source, then such provision shall be deemed void and the remainder of the Agreement enforced. However, it is the intent of the parties that Section 2 of this Agreement not be severable, and that if any provision of said section be determined to be contrary to law or the terms of any federal grant, then this entire Agreement shall be void. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as of the day and year first above written. CITY OF PUEBLO, A MUNICIPAL CORPORATION ATTEST: By tit . President of th ity Cou cil PROGRESSIVE URBAN MANAGEMENT ASSOCIATES, INC. By City Clerk ame: M. Bradley Segal Title: President J:\CITYWLANNING\PROGRESS\PROGRESS.WPD -� SCHEDULE Segal Dameron Hours Rate Hours Rate Total Fees ORGANIZATIONAL DEVELOPMENT PLAN 2.1 Management Committee /Organizational Audit 20 95 15 35 2,425 2.2 Comparable Cities 4 95 8 35 660 2.3 Draft Organizational Development 32 95 16 35 3,600 2.4 Final Organizational Development Plan 16 95 1,520 Total Organizational Development Plan 72 95 39 35 8,205 BUSINESS DEVELOPMENT INITIATIVE 3.1 Program Options 8 95 760 3.2 Interim Structure & Board Development 16 95 4 35 1,660 3.3 Program Description and Guidelines 20 95 12 35 2,320 Total Business Development Initiative 44 95 16 35 4,740 SUB -TOTAL PROJECT 116 95 55 35 12,945 Plus: Travel and Other Expenses (10 %) 1,295 TOTAL PROJECT 14,240 05 -20 -1997 11 :43AM FROM P.U.M.A. /Segal TO 917195430572 P.10 U ownto vu Pueblo Business Improvement District: Project Timetable (Draft 2124/97) ,xx = anticipated site visit TOTAL P.10 Wgplb l M onth o Month 3 Month 4 Month 5 Month 6 us �,(tDpzavement Pictt'ict � 1.1.1 OZCntationiSite Assessment xx j i BID Task Force xx xx I xx Yx j YX YY 1.1.2 Comparable Cities xx:ceoet ( I xxxxxa o�rctxx 1.1.3 Database Development xxccrt�WxCOYM10 1 xmocccocc= i l .2.1 Stakeholder Focus Groups xx xx 1.3.1 Draft BCD Scrvicc Plan x xrxxrrx�cr' 1.3.1 Plan Review Workshops I xx 1.4.1 Final Plan 1 )"t Q )1 Development Plan I f 2.1 Management Committec!Org Audit xx xx xx xx i xx xx 2.2 ComparabicCities �otx�croo�oa�c�axxrcxr I ! 2.3 Draft Organi >stional Development Plan xxla3C00000a.— Crc cxxx 2.4 final Organizational Develop Plan i xra xYtocxxxxxxxxxx 8ugi Develn pmcret W4:kfikN _ 3,1 Program Options xxxxxx`cxxxxxxx! 3.2 Interim Structure & Board Developmc xx xx xx 3.3 Program Description and Guidelines Ixxxxxxxxxxxxtcxlxxx i )=x i ,xx = anticipated site visit TOTAL P.10 SCOPE OF SERVICES Progressive Urban Management Associates (P.U.M.A.) will assist the City of Pueblo to design and create an Organizational Development Plan to guide the evolution of a unified downtown management structure to implement improvement programs. The objectives of a unified downtown management structure include reducing duplication, providing cost - effective delivery of services and advancing downtown development issues through an enduring public /private partnership structure. As directed by the Pueblo City Council, City staff is investigating the creation of a new public /private initiative to attract new businesses to the Downtown. The primary objectives of the initiative are to stimulate new business development by offering a variety of technical assistance, including leasing and property referrals, packaging public /private financing and liaison services to expedite permitting. A variety of program options will be explored. To create this Organizational Development Plan, and to assist in the creation of a new public /private business initiative, P.U.M.A. will provide the following services: Organizational Development Plan Create a Management Committee: The Management Committee will include representatives from all organizations that currently operate business support and /or marketing programs in Downtown Pueblo (i.e., Pueblo Renaissance, Pueblo Downtown Association, Union Avenue Merchants, Mesa Junction, Convention and Visitors Bureau, Redevelopment Agency, Chamber of Commerce, City of Pueblo) plus representatives from management entities that are currently in the development stage (i.e., HARP, Convention Center, etc.). The Management Committee will meet during the site visits related to a Business Improvement District (BID) formation to investigate a unified management structure for Downtown Pueblo. Management Committee representative will be asked to disclose all operational information that affects Downtown programming, including budgets, sources of funds, membership characteristics, board rosters and long -term objectives. Meeting agendas will include the following: * Introduction and agreement of purpose; * Presentation of management structures in comparable cities; * Discussion of management options for Downtown Pueblo; and * Review of draft consultant recommendation. Six (6) monthly meetings are planned over a six -month project timetable. Comparable Cities: As part of the effort to identify comparable BIDs in step 1.1.3, unified downtown management structures will also be investigated. Up to six (6) comparable models will be researched and disseminated for presentation to the Management Committee. Draft Organizational Development Plan: Based upon the course of discussions at meetings of the Management Committee, the evolution of the BID, and a review of Downtown programming information from each organization, a draft Organizational Development Plan will be produced with the following components: Summary of project goals and objectives; Summary matrix and discussion of comparable cities; Recommendations for a unified downtown management structure, including: * governance; * functions; * staffing; * budget; * relationship to existing and proposed organizations. Final Organizational Development Plan: Following review by all members of the Management Committee, up to two meetings will be held to gain consensus among Management Committee members on the principles, objectives and recommendations within the Organizational Development Plan. The result will be a blueprint for a unified management structure that would aim to be in place upon the creation of the BID and the construction of HARP and the Convention Center. II. Business Development Initiative Interim Structure and Board Development: The business development initiative will require an interim public /private governance structure with the understanding that it will eventually be merged into the unified management structure discussed in part II of this proposal. Several structure options will be explored with up to three (3) meetings with an interim board to define program goals, objectives and short-term work program. Program Description and Guidelines: A brief program description and short-term (up to 2 years) operating guidelines will be developed in a report format not to exceed 10 pages. The report will include program goals, objectives, governance structure, work program and budget.