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HomeMy WebLinkAboutContract for Services with Hudson Company for Market and Strategy Analysis t c' "-, CONTRACT FOR SERVICES MARKET ANALYSIS & STRATEGY PROJECT THIS CONTRACT is made effective this 10th day of September, 2003, by and between the Urban Renewal Agency of Meridian, Idaho, a/k/a the Meridian Development Corporation, an independent public body corporate and politic, authorized under the authority of the Idaho Urban Renewal Law of 1965, as amended, Chapter 20, Title 50, Idaho Code (hereinafter referred to as "MDC"), whose mailing address is 660 East Watertower Lane, Meridian, Idaho 83642, and THE HUDSON COMPANY, a professional services corporation existing under and by virtue of the laws of the State of Idaho (hereafter referred to as "CONSULTANT"), whose mailing address is P. O. Box 8645, Moscow, Idaho 83843. PURPOSE AND INTENT: PROJECT: Market Analysis and Strategy Meridian Revitalization Area DESCRIPTION: MDC desires a short term market analysis and a longer term market strategy for development of approximately 660 acres from the Interchange ofI-84 and Meridian Road to Cherry LaneIFairview Avenue between West 4th Street and Five Mile Creek. (This description is for informational purposes only, and does not substitute for, supersede or replace the Scope of Work in Attachment 1.) 1. SCOPE OF WORK: The CONSULTANT shall undertake the Scope of Work as described in the Scope of Work (Attachment I), according to the schedule set forth in Attachment 1 resulting in certain deliverables set forth in Attachment 2 for the consideration stated below in Amount of Payment. 2. AMOUNT OF PAYMENT: MDC agrees to pay CONSULTANT for services rendered (including reimbursable expenses) under this Agreement an amount not to exceed the total sum of $51 ,856 for said services rendered from issuance of the Notice to Proceed through completion of the Scope of Work. A. MDC shall pay CONSULTANT for such services as specified in the attached Rate Sheet, Attachment 3, but in an amount not to exceed $51,856 for all services performed and expenses incurred under this Agreement, with payment for each task based on actual invoice for hourly charges and expenses. Expenses are budgeted at $7,196.00. Reimbursable expenses shall be billed to MDC at actual cost to CONSULTANT with no mark-up and is limited to the budget items identified in Attachment 3. Reimbursement for any mileage expense shall be at the applicable IRS rate (currently $0.36 per mile). Payment of expenses shall also reflect a per diem amount of $30 per day. MDC shall advance the amount of $10,371.20 for such services on or before September 30, 2003. CONTRACT for Services - Market Analysis & Strategy - The Hudson Company - 1 D. E. B. CONSULTANT shall maintain time and expense records and provide them to the MDC monthly, along with monthly invoices in a format acceptable to the MDC for work performed to the date of the invoice. Each invoice shall specify charges as they relate to the tasks in the Scope of Work. Each invoice shall also specify current billing and previous payments, with a total of costs incurred and payments made to date. C. All invoices shall be paid by MDC within 30 days of receipt of proper invoice. CONSULTANT shall keep cost and accounting records pertaining to this Contract available for inspection by MDC representatives for three (3) years after final payment. Copies shall be made available upon request. If the services subject to a specific invoice do not meet the requirements of this Contract as the MDC may determine, MDC shall notify CONSULTANT in writing and provide specific deficiencies in the work that do not meet the requirements. CONSULTANT shall have seven (7) working days to correct or modify the work to comply with the requirements of the Contract as set forth in the MDC's written notice. IfMDC again determines the work fails to meet the requirements, MDC may withhold payment until deficiencies have been corrected or may terminate this Contract for cause as set forth in Section 20 of this Contract. 3. CONFLICT OF INTEREST: The CONSULTANT covenants that it presently has no interest and shall not acquire an interest directly or indirectly which will, in the determination of the MDC, conflict in any matter or degree with the performance of its services hereunder. 4. INDEMNIFICATION AND INSURANCE: The CONSULTANT shall protect, indemnify, and save the MDC harmless from and against any damage, cost or liability, including reasonable attorney's fees for any or all injuries to persons or property or claims for money damages arising from acts or omissions of CONSULTANT, its employees, or subcontractors, however caused. The MDC will save the CONSULTANT harmless from and against any damage, cost or liability, including reasonable attorneys fees for any or all injuries to persons or property or claims for money damages arising from acts or omissions ofMDC, their employees, or subcontracts, however caused. CONSULTANT agrees to obtain and keep in force during its acts under this Contract a comprehensive general liability insurance policy in the minimum amount of $1,000,000 which shall name and protect CONSULTANT, all of CONSULTANT's employees, MDC, its officers, agents and employees, from and against any and all claims, losses, actions, and judgments for damages or injury to persons or property arising out of or in connection with the CONSULTANT's acts. CONSULTANT shall provide proof ofliability coverage as set forth above to MDC before commencing its performance as herein provided, and shall require insurer to notify MDC ten (10) days prior to cancellation of said policy. CONTRACT for Services - Market Analysis & Strategy - The Hudson Company - 2 ..' 5. CONTRACT RELATIONSHIP: It is distinctly and particularly understood that the CONSULTANT is an independent contractor in the performance of each and every part of this Contract. The CONSULTANT is not an employee of the MDC and will perform all services free from supervision, direction or control of the MDC. 6. LIABILITY: The CONSULTANT shall exonerate, indemnify and hold the MDC harmless from and against and assume full responsibility for payment of all federal, state, and local taxes or contribution imposed or required under unemployment insurance, social security, workers' compensation, and income tax laws with respect to CONSULTANT's employees engaged in the performance of this Contract. The CONSULTANT will be responsible for maintaining workers' compensation insurance and will provide certificate of same, if required. The MDC will not assume liability as an employer. 7. WORKERS' COMPENSATION INSURANCE: CONSULTANT shall maintain during the life of this Contract, workers' compensation insurance for all of CONSULTANT's employees performing work on this project and in case of any work that is sublet, CONSULTANT shall require any subcontractor, similarly, to provide workers' compensation insurance for all the latter's employees as specified by Idaho law unless such employees are covered by the protection afforded by the CONSULTANT. In case any class of employees engaged in work under this Contract is not protected under worker's compensation statutes, CONSULTANT shall provide and shall cause such subcontractor to provide, compensation insurance in an amount equal to that provided by the worker's compensation statute for the protection for subcontractor's employees not otherwise protected. 8. NOTICES: Any and all notices required to be given by either of the parties hereto, unless otherwise stated in this Contract, shall be in writing and be deemed communicated when mailed in the United States mail, certified, return receipt requested, addressed as follows: TO MDC: Meridian Development Corporation c/o Steve Siddoway City of Meridian 660 East Watertower Lane Meridian, Idaho 83642 TO CONSULTANT: The Hudson Company ATTN: Tom Hudson, Principal P. O. Box 8645 Moscow, Idaho 83843. Either party may change their address for the purpose of this paragraph by giving written notice of such change to either in the manner herein provided. 9. TIME IS OF THE ESSENCE: The parties hereto acknowledge and agree that time is strictly of the essence with respect to each and every term, condition, and provision hereof, and CONTRACT for Services - Market Analysis & Strategy - The Hudson Company - 3 that the failure to timely perform any of the obligations hereunder shall constitute a breach of and a default under this Contract by the party so failing to perform. Should the parties determine mutually that the timeline for services under this Contract needs to be amended, amendments to the Contract's timeline and duration must be agreed to in writing by both parties. 10. ASSIGNMENT: It is expressly agreed and understood by the parties hereto, that CONSULTANT shall not have the right to assign, transfer, hypothecate or sell any of its rights under this Contract except upon the prior expressed written consent of MDC. 11. PUBLICATION, REPRODUCTION AND USE OF MATERIAL: All material produced in whole or in part under this Contract shall be the exclusive property of the MDC. 12. RELEASE OF INFORMATION: CONSULTANT will work with the media, under supervision ofMDC, to distribute public information about the project. Such information may include progress updates, meeting notices, and results from the planning process. 13. COMPLIANCE WITH LAWS: In performing the scope of services required hereunder, CONSULTANT and MDC shall comply with all applicable laws, ordinances, and codes of Federal, state, and local governments. 14. ENTIRE CONTRACT: This Contract, along with Exhibits A, B, and C, attached hereto and incorporated herein by reference, contains the entire Contract of the parties and supercedes any and all other agreements, contracts, or understandings, oral or written, whether previous to the execution hereof or contemporaneous herewith. 15. GENERAL ADMINISTRATION AND MANAGEMENT: The Chairman ofMDC, or his designee, shall be MDC's representative, and shall oversee and approve all services to be performed, coordinate all communications, and review and approve all invoices, under this Contract. 16. CHANGES: MDC may, from time to time, request changes in the Scope of Work to be performed hereunder. Such changes, including any increase or decrease in CONSULTANT's compensation, which are mutually agreed upon by and between MDC and CONSULTANT, shall be incorporated in written amendments to this Contract. 17. AMENDMENTS: This Contract may be amended only in writing, upon mutual agreement of both MDC and CONSULTANT. 18. APPLICABLE LAW: This Contract shall be governed by, construed and enforced in accordance with the laws of the State ofIdaho. 19. SEVERABILITY: If any part of this Contract is held unenforceable, the remaining portions of the Contract will nevertheless remain in full force and effect. CONTRACT for Services - Market Analysis & Strategy - The Hudson Company - 4 20. TERMINATION OF CONTRACT: If, through any cause, the CONSULTANT or MDC shall fail to fulfill its respective obligations under this Contract, or if the CONSULTANT or MDC shall violate any of the covenants, agreements, or stipulations of this Contract (both circumstances herein referred to as a "Default"), the Non-Defaulting Party shall thereupon have the right to terminate this Contract by giving written notice to the Defaulting Party and specifying the effective date thereof at least fifteen (15) days before the effective date of such termination. If this Contract is terminated under this section, CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily completed hereunder through the date oftermination. Notwithstanding the above, the Defaulting Party shall not be relieved ofliability to the Non- Defaulting Party by virtue of any breach of this Contract. MDC may withhold any payments to the CONSULTANT for the purpose of set-off until such time as the exact amount of damages due MDC from the CONSULTANT is determined. CONSULTANT may withhold performance under this Agreement as a remedy for any default by MDC. Upon termination under this section, CONSULTANT shall also provide MDC all products or works of consulting generated to date of termination. 21. ATTORNEYS FEES: Should any litigation be commenced between the parties hereto concerning this Contract, the prevailing party shall be entitled, in addition to any other relief as may be granted, to costs and reasonable attorneys' fees as determined by a court of competent jurisdiction. This provision shall be deemed to be a separate contract between the parties and shall survive any default, termination, or forfeiture of this Contract. 22. DISPUTES: In the event that a dispute arises between MDC and the CONSULTANT regarding application or interpretation of any provision of this Contract, the aggrieved party shall promptly notify the other party to this Contract of the dispute within ten (10) days after such dispute arises. If the parties shall have failed to resolve the dispute within thirty (30) days after delivery of such notice, the parties agree to first endeavor to settle the dispute in an amicable manner by mediation or other process of structured negotiation under the auspices of a nationally or regionally recognized organization providing such services in the northwestern states or otherwise, as the parties may mutually agree before resorting to litigation. Should the parties be unable to resolve the dispute to their mutual satisfaction within thirty (30) days after the completion of mediation or other process or structured negotiation, each party shall have the right to pursue any rights or remedies it may have at law or equity. 23. NOTICE TO PROCEED: CONSULTANT shall not commence the Scope of Work described on Attachment 1, until MDC has issued a written Notice to Proceed. 24. EFFECTIVE DATE: The effective date of this Contract shall be the date this Contract is signed by MDC. CONTRACT for Services - Market Analysis & Strategy - The Hudson Company - 5 25. SUCCESSORS IN INTEREST: The provisions of this Contract shall be binding upon and shall insure to the benefit of the parties hereby, and their respective successors and assigns. IN WITNESS WHEREOF, the MDC and CONSULTANT have executed this Contract as of the effective date specified above. MDC: CONSULTANT: Meridian Development Corporation The Hudson Company r. ~ "1 ~ By: .,' ~J- ~ Pri~e: T ~, ~N Title: Principal DATE: September /t>, 2003. DATE: bfI7I l D ,2003 CONTRACT for Services - Market Analysis & Strategy - The Hudson Company - 6 Phase I . NOTE: Attachment 1, Scope of Work I Task Data Collection, Analysis & Interpretation 1 Initial Data Collection Research & Interviews a Finalize Contract b Kick-off Meeting with Client Team c Onsite Market Research d inteviews: Two Staff Over Two Davs. Each Meet with 32 @. 45 Minutes e Socio-economic. Market & Physical Data Collection, Analysis f Collect Examples of Successful, Analogous Development g Outline Major Alternatives in Market Development h Prepare Physical & Market Profile of Revitalization Area Team meeting to Review Findings, Alternatives, Progress 2 Presentation on Market Data & Findings for landowners a Prepare 35 Copies of Summary Handout b Conduct Presentation on Alternative "Ends" & Futures of Downtown Definition of Markets; Preparation of Draft Strategy 3 Preparation of Draft Market Strategy a Refine Market Approaches into Formal Market Strategy + Define Primary and Secondary Markets + Identify1stYearTactics&5-10YearProgramming b Conduct Brainstormino Workshop on Means to Attain Taroeted Future Downto n c Re-evaluate Vacant and Under-utilized land dEvaluate local land use regulatory structure e Identify Strategic Investment Opportunities to Attract Targeted Development f Develop Target Businessllndustry Mix Details 4 Meeting with landowners: Present Strategic Focus; Seek Feedback a Prepare 35 Copies of Summary Handout b Conduct Presentation Prepare Final Market Analysis and Market Strategy Report 5 Prepare Final Market Analysis and Market Strategy Report 6 Submit Final Report. Planned Site Visit by Consulting Team MONTH 123456 . . III CONTRACT for Services - Market Analysis & Strategy - The Hudson Company - 7 Attachment 2, Consultant Deliverables DeliverabJes 1 Regional Physical and Market Profile Analysis Report; Executive Summary 2 Summary of Citizen IntelViews: Insights, Trends, Opportunities, Challenges From 32 Citizen Interviews to be Arranged by Client 3 Regionai Overview of Competitive Urban Centers, Focusing on: Retail, Housing, Professional Services, Culture, Mixed Use 4 PowerPoint Presentation on Major Alternative Futures of Downtown Meridian (For Task 2b) Will Include Samples of Similar Downtowns' Successes in Deveiopment 5 Market Development Strategy, Powerpoint Presentation: Will Include: Recommendations for Target Markets & Key Development Goals For Subdistricts Definition of Primary and Secondary Markets Market Development Strategy Presentation for Task 3b 6 Market Development Action Plan: Steps, Leaders, Partners, Timeline & Key Tools Will Include: Identification of 1st Year Tactics & 5-10 Year Programming Evaluation of Vacant and Under-utilized Land Potential Resources to Support Implementation, Especially Public Investment PowerPoint OvelView of the Action Plan Note, Draft Format of Report: Executive Summary Downtown Development Vision (General & By Subdistrict) Market Opportunities Overview (Quantitive Projections; Density Expectations by Use and Subdistrtcts) Downtown Market Development Strategy Includes Target Business & Industry Mix Recommendations Includes Strategic land Investment/Development Opportunities Downtown Market Development Action & Work Plan (Who, What, When, Where, How) Brief Overview of Priorities for Regulatory Structure Refinement Potential Resources to Support Implementation Appendices as Appropriate CONTRACT for Services - Market Analysis & Strategy - The Hudson Company - 8 " ' Attachment 3, Details of Consultant's Fees and Expenses Professional Fees Tom Hudson, 261 Hours @ $110 Jerry Wallace, 151 Hours @ $110 Crysta Falcon, 55 Hours @ $55 Total Professional Fees Expenses Airfare, 5 Flights, 2 People@$345 Rentai Car, 5 Visits, 10 Days @ $70 Accommodations, 2 People, 8 Nights, @ $55 Per diem, 2 People@ 10 Days@$30 Printing Postage long Distance Telephone Total Expenses Total Fees and Expenses Total Fees by Task Task 1 Task 2 Task 3 Task 4 Task 5 Task 6 $24,310 $14,850 $ 5,500 1$44,6601 $ 3,450 $ 700 $ 880 $ 720 $ 1,300 $ 70 $ 76 1 $ 7,1961 1$51,8561 $ 22,880 $ 2,860 $ 9,680 $ 2,860 $ 5,060 $ 1,320 CONTRACT for Services - Market Analysis & Strategy - The Hudson Company - 9