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HomeMy WebLinkAboutProfessional Services Agreement with Pegasus Planning and Development for Field Innovation District StudyMemo To: Jaycee L. Holman, City Clerk, From: Keith vvatts, Purchasing Manager CC: Jacy Jones, Bruce Chatterton Date: 9/26113 Re: October 1 City Council Meeting Agenda Item The Purchasin De artment respectfully requests that the following item be placed on the g p , October 1 St City Council Consent Agenda for Council s consideration. Award of RFP and A royal of A reement to Pe asus Plannin & Develo ment for "Field Innovation District Stud "for the Not-To-Exceed amount of 55 500.00. Recommended Council Action: Approval of Agreement to Pegasus Planning and Development for the Not-To-Exceed amount of $55,500.00. Thank you for your consideration. • Page 1 Date: 9/25/2013 Fund: 01 Department: Construction: Project # 1U4~1 Task Order: Project Name: Project Manager: Bruce Chatterton Department Representative: Same Contractor/Consultant/Design Engineer: Pegasus Planning & Development Bud et Available (Attach Report): Yes Contract Amount: $55,500.00 g Will the project cross fiscal years? Yes X No X Budget Information: FY Budget: FY13 / FY 14 Enhancement #: 1/2 Grant #: Other: Type of Grant: CONTRACT CHECKLIST BASIS OF AWARD Low Bidder Highest Rated X Master Agreement Cate or (Bid Results Attached) (Ratings Attached} Yes ( g Y) Typical Award Yes X No If no please state circumstances and conclusion: 10 Day Waiting Period Complete: September 16, 2013 PW License # n/a Current? (attach print out) Corporation Status (Attach Print Out): Insurance Certificates Received (Date): Payment and Performance Bonds Received (Date}: Builders Risk Ins. Req'd: Yes No X n/a Rating: n/a If yes, has policy been purchased? n/a CITY OF MERIDIAN CONTRACT/AGENDA REQUEST CHECKLIST REQUESTING DEPARTMENT COMMUNITY DEVELOPMENT 1910 GL Account: 55000 PSA: X Date Award Posted: September 6, 2013 n/a Correct Category? n/a Rating: Date Submitted to Clerk for Agenda: Approved by Council Issue Purchase Order No. Date Issued: Issue Notice of Award: Date: AGREEMENT FOR PROFESSIONAL SERVICES sl VICES is made this ~ day THIS AGREEMENT FOR PROFESSIONAL SER _.~__ f D cTa d~ t~- 2013, and entered into by and between the City of Meridian, a 0 ' ' or oration or anized under the laws of the State of Idaho, hereinafter municipal c p g d to as "CITY" 33 East Broadway Avenue, Meridian, Idaho 83642, and Pe asus referre , ' and Develo ment, hereinafter referred to as "CONSULTANT", whose business Planning address is 1603 W. 6 St., Austin, TX 70703. INTRODUCTION Whereas the Cit has a need for services involving Professional Planning Y Services; and WHEREAS, the Consultant is specially trained, experienced and com etent to perform and has agreed to provide such services; p NOW THEREFORE, inconsideration of the mutual promises, covenants, terms and conditions hereinafter contained, the parties agree as follows: TERMS AND CONDITIONS 1' Scope of Services: CONSULTANT shall erform and furnish to the City upon execution of this 1.1 p ment and recei t of the City's written notice to proceed, all services, and Agree p com I in all res ects, as specified in the document titled "Scope of Services a pY p . of which is attached hereto as Attachment "A" and incorporated herein by copy reed to in writin b this reference, together with any amendments that may be ag g Y the parties. All documents drawin s and written work product prepared or produced 1.2 g b the Consultant under this Agreement, including without limitation electronic Y wever the Ci shall data files are the roperty of the Consultant; provided , ho ty ' p eof in have the ri ht to re roduce, publish and use all such work, or any part Cher , 9 p . an manner and for an purposes whatsoever and to authorize others to do so. y Y . If an such work is co rightable, the Consultant may copyright the same, except y pY that as to an work which is copyrighted by the Consultant, the City reserves a ' Y 'hand use ro alt -free, non-exclusive, and irrevocable license to reproduce, publis Y Y such work, or any part thereof, and to authorize others to do so. Page 1 of 13 1.3 The Consultant shall provide services and work under this Agreement consistent with the requirements and standards established by applicable federal, state and city laws, ordinances, regulations and resolutions. The Consultant represents and warrants that it will perform its work in accordance with generally accepted industry standards and practices for the profession or professions that are used in performance of this Agreement and that are in effect at the time of performance of this Agreement. Except for that representation and any representations made or contained in any proposal submitted by the Consultant and any reports or opinions prepared or issued as part of the work performed by the Consultant under this Agreement, Consultant makes no other warranties, either express or implied, as part of this Agreement. 1.4 Services and work provide by the consultant at the City's request under this Agreement will be performed in a timely manner in accordance with a Schedule of Work, which the parties hereto shall agree to. The Schedule of Work may be revised from time to time upon mutual written consent of the parties. Consideration 2.1 The Consultant shall be compensated on a Not to Exceed basis as provided in Attachment B "Payment Schedule" attached hereto and by reference made a part hereof for the Not-to-Exceed amount of $55,500.40 2.2 The Consultant shall provide the City with a monthly statement, as services warrant, of fees earned and costs incurred for services provided during the billing period, which the City will pay within 30 days of receipt of a correct invoice and approval by the City. The City will not withhold any Federal or State income taxes or Social Security Tax from any payment made by City to Consultant under the terms and conditions of this Agreement. Payment of all taxes and other assessments on such sums is the sole responsibility of Consultant. 2.3 Except as expressly provided in this Agreement, Consultant shall not be entitled to receive from the City any additional consideration, compensation, salary, wages, or other type of remuneration for services rendered under this Agreement., including ,but not limited to, meals, lodging, transportation, drawings, renderings or mockups. Specifically, Consultant shall not be entitled by virtue of this Agreement to consideration in the form of overtime, health insurance benefits, retirement benefits, paid holidays or other paid leaves of absence of any type or kind whatsoever. 3 Time of Performance: This agreement shall become effective upon execution by both parties, and shall expire upon completion of the agreed upon services, September 30, 2014 or Page 2 of 13 unless sooner terminated as provided below or unless some other method or time of termination is listed in Attachment A. This Agreement shall terminate automatically on the occurrence of (a} bankruptcy or insolvency of either party, or (b) sale of Consultants business. ~4. Independent Contractor: 4.1 In all matters pertaining to this agreement, CONSULTANT shall be acting as an independent contractor, and neither CONSULTANT nor any officer, employee or agent of CONSULTANT will be deemed an employee of CITY. Except as expressly provided in Attachment A, Consultant has no authority or responsibility to exercise any rights or power vested in the City. The selection and designation of the personnel of the CITY in the performance of this agreement shall be made by the CITY. 4.2 Consultant shall determine the method, details and means of performing the work and services to be provided by Consultant under this Agreement. Consultant shall be responsible to City only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to City's control with respect to the physical action or activities of Consultant in fulfillment of this Agreement. a Indemnif cation and Insurance: CONSULTANT shall indemnify and save and hold harmless CITY from and for any and all losses, claims, actions, judgments for damages, or injury to persons or property and losses and expenses and other costs including litigation costs and attorney's fees, arising out of, resulting from, or in connection with the performance of this Agreement by the CONSULTANT, its servants, agents, officers, employees, guests, and business invitees, and not caused by or arising out of the tortuous conduct of CITY or its employees. CONSULTANT shat! maintain, and specifically agrees that it will maintain, throughout the term of this Agreement, liability insurance, in which the CITY shall be named an additional insured in the minimum amounts as follow, General Liability One Million Dollars ($1,000,000} per incident or occurrence, Professional Liability I Professional errors and omissions One Million Dollars ($1,000,400} aggregate, Automobile Liability Insurance One Million Dollars ($1,000,000) per incident or occurrence and Workers' Compensation Insurance , in the statutory limits as required by law.. The limits of insurance shall not be deemed a limitation of the covenants to indemnify and save and hold harmless CITY; and if CITY becomes liable for an amount in excess of the insurance limits, herein provided, CONSULTANT covenants and agrees to indemnify and save and hold harmless CITY from and for all such losses, claims, actions, or judgments for damages or injury to persons or property and other costs, including litigation costs and attorneys' fees, arising out of, resulting from , or in connection with the performance of this Agreement by the Consultant or Consultant's officers, employs, agents, Page 3 of 7 3 representatives or subcontractors and resulting in or attributable to personal injury, death, or damage or destruction to tangible or intangible property, including use of. CONSULTANT shall provide CITY with a Certificate of Insurance, or other proof of insurance evidencing CONSULTANT'S compliance with the requirements of this paragraph and file such proof of insurance with the CITY at least ten X10} days prior to the date Consultant begins performance of its obligations under this Agreement. In the event the insurance minimums are changed, CONSULTANT shall immediately submit proof of compliance with the changed limits. Evidence of all insurance shall be submitted to the City Purchasing Agent with a copy to Meridian City Accounting, 33 East Broadway Avenue, Meridian, Idaho 83642. Notices: Any and all notices required to be given by either of the parties hereto, unless otherwise stated in this agreement, shall be in writing and be deemed communicated when mailed in the United States mail, certified, return receipt requested, addressed as follows: CITY _____ City of Meridian Purchasing Manager 33 E Broadway Ave Meridian, ID 83642 248-888-4433 Email: kwatts a~?meridiancity.org PEGASUS PLANNING & DEVELOPMENT Attn: Sean Garreston, President 1603 Uv. 6t" Street Austin, TX 78703 Phone: 512-300-7270 Email: sean@pegasusplanninganddevelopment.cam Either party may change their address for the purpose of this paragraph by giving written notice of such change to the other in the manner herein provided. Attorney Fees: Should any litigation be commenced between the parties hereto concerning this Agreement, the prevailing party shall be entitled, in addition to any other relief as may be granted, to court 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 Agreement. x 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 that the failure to timely perform any of the obligations hereunder shall constitute a breach of, and a default under, this Agreement by the party so failing to perform, g Assignment: It is expressly agreed and understood by the parties hereto, that CONSULTANT shall not have the right to assign, transfer, hypothecate or sell Page 4 of 13 any of its rights under this Agreement except upon the prior express written consent of CITY. 10. Discrimination Prohibited: In performing the Services required herein, CONSULTANT shall not unlawfully discriminate in violation of any federal, state or local law, rule or regulation against any person on the basis of race, color, religion, sex, national origin, or ancestry, age or disability. 11. Repor#s and Information: 11.1 At such times and in such forms as the CITY may require, there shall be furnished to the CITY such statements, records, reports, data and information as the CITY may request pertaining to matters covered by this Agreement. 11.2 Consultant shall maintain all writings, documents and records prepared or compiled in connection with the performance of this Agreement for a minimum of four (4} years from the termination or completion of this or Agreement. This includes any handwriting, typewriting, printing, photo static, photographic and every other means of recording upon any tangible thing, any form of communication or representation including letters, words, pictures, sounds or symbols or any combination thereof. 12. Audits and Inspections: At any time during normal business hours and as often as the CITY may deem necessary, there shall be made available to the CITY for examination all of CONSULTANT'S records with respect to all matters covered by this Agreement. CONSULTANT shall permit the CITY to audit, examine, and make excerpts or transcripts from such records, and to make audits of all contracts, invoices, materials, payrolls, records of personnel, conditions of employment and other data relating to all matters covered by this Agreement. 13. Publication, Reproduction and Use of Material: No material produced in whole or in part under this Agreement shall be subject to copyright in the United States or in any other country. The CITY shall have unrestricted authority to publish, disclose and otherwise use, in whole or in part, any reports, data or other materials prepared under this Agreement. 14. Compliance with Laws: In performing the scope of services required hereunder, CONSULTANT shall comply with all applicable laws, ordinances, and codes of Federal, State, and local governments. 15. Changes: The CITY may, from time to time, request changes in the Scope of Services to be performed hereunder. Such changes, including any increase or decrease in the amount of CONSULTANT'S compensation, which are mutually agreed upon by and between the CITY and CONSULTANT, shall be incorporated in written amendments to this Agreement. Page5of13 16. Termination: If, through any cause, CONSULTANT, its officers, employees, or agents fails to fulfill in a timely and proper manner its obligations under this Agreement, violates any of the covenants, agreements, or stipulations of this Agreement, falsifies any record or document required to be prepared under this agreement, engages in fraud, dishonesty, or any other act of misconduct in the performance of this contract, or if the City Council determines that termination of this Agreement is in the best interest of CITY, the CITY shall thereupon have the right to terminate this Agreement, in part or in its entirety, by giving written notice to CONSULTANT of such termination and specifying the effective date thereof at least fifteen X15} days before the effective date of such termination. CONSULTANT may terminate this agreement at any time by giving at least sixty (60}days notice to CITY. In the event of any termination of this Agreement, all finished or unfinished documents, data, and reports prepared by CONSULTANT under this Agreement shall, at the option of the CITY, become its property, and CONSULTANT shall be entitled to receive just and equitable compensation for any work satisfactorily complete hereunder. Notwithstanding the above, CONSULTANT shall not be relieved of liability to the CITY for damages sustained by the CITY by virtue of any breach of this Agreement by CONSULTANT, and the CITY may withhold any payments to CONSULTANT for the purposes of set-off until such time as the exact amount of damages due the CITY from CONSULTANT is determined. This provision shall survive the termination of this agreement and shall not relieve CONSULTANT of its liabilityto the CITYfordamages. 17. Construction and Severability: If any part of this Agreement is held to be invalid or unenforceable, such holding will not affect the validity or enforceability of any other part of this Agreement so long as the remainder of the Agreement is reasonably capable of completion. 18. Advice of Attorney: Each party warrants and represents that in executing this Agreement. It has received independent legal advice from its attorney's or the opportunity to seek such advice. 19. Entire Agreement: This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral of written, whether previous to the execution hereof or contemporaneous herewith. 20. Public Records Act: Pursuant to Idaho Code Section 9-335, et seq., information or documents received from the Contractor may be open to public inspection and copying unless exempt from disclosure. The Contractor shall clearly designate individual documents as "exempt" on each page of such documents and shall indicate the basis for such exemption. The CITY will not Page 6 of 13 adept the rr~ark~r~tt of err ~niir~ ~1r~a~arnent as exempt. In c~C3didian, tf~te CfTY ~rilf r~t~t «3acept a {~ger~ri crr stata~ent can pane (~ ~ page th2~d all, ar yubstarl~ti~ity alt„ of the dt~urnent is exempt trpm disrlpsr,~re, Tf,c Ct~r~tractor sluff indernrtify and defend ti18 CITY aa~r~St all liability. Ci~3~~~5, tt;3rtiages, IasS~s, expenses, act+Qns. attarney tees ar~d salts wi~ats~e+rer far ltr~r~c~rin~ s~,ch ~ desf~~tatf~n or fr~~ liae Gt~niracdc~r'S t2~ilur~* tc~ dess~nafe lrrri~vit~r~al Qq~Ch~t16n[S as ~xen~pt. The Cr~r~tra~:ttar°s fa€fure tee ci€~si~~r~~t~+ as es~er~pt arty tlc~umertt ter pardfan of a c~oCUr~nent that is r~iP~s~d try t~~e ~~lT`r" st~tscll cerlstitutr= 8 complete waiver pf any artd alt rlalms for damar,~iBS ~c6~t5E~~ b"~ asly Such rela3s~. 21, Con#identiality: Consultant un~t~;rstends end aGkrtawledpes dhat all tests ar~r~ rr!st,lls~,ct~r~fit~ential lr°i#t~rma#ipr" ~ ar`? ~ntBnCfBd st~fely for the City. Consuitant agrees tc~ hoad .all t;Qntl~tent~at trlfr~rrr~dtior~ ir7 ~:vr~fidF~ra~~ and will nat €~i5CI458 the cor~trder~tra.i ~r'~tQr'rnatiar~ t+~ 3r~~r p+arsor~ ter entity wrt#~c~~t tta~2 expr!e5S prrOr~ wr~ittarl ct3n58nt r~# Cit~+. ~2. Appiicabl+~ Law: This A~~r~~?i°nertt shall be r~uverr3eci by and csan$tr~red and ~?[~t"~r~£d ~r°i aG~~rc~at~CR with tfr~ Iaws caf tf1~ ~t3t~' cat f~iah~7, and the ardirranC~s of tf7t Cif ~f f'~~'fariLi~art 23. Approval ~equir~d~ This Agr•e~ement shat! i~Ot t~~can~e effective ar t~indir~rc~ anti! appravec~ by the ~flty t~# f~llere-t~i~tr~. CITY QF MERIDIAN 8Y ~~,~_ TAPutt'~Y rife ~ 0. fyrt,~'~~f~ A~~rov~ t3y t~aunc:i' ~ i1 D A Ur~ -11~ ST1 C% ~~~ ITT ~~ s ~?~ a ~YU.4 Si !~ -. ~ . ~ ~~ °t ,~,~~ Tn~~~°' r~,tt~ ?' _. _ . J Y~EE k-tL1~~#6'~ t.f~`r" a ~ EPA Purchasing Approval ~~' _~ ~nf~ n.w__-____ t~ErT ATI`~ F~ rat~asirr~ {~q~~~a~er PEGASUS PE.At~ININC ~ DEVEL{]t~MEI+l7 BY: ___~ tie~~~ c~arrestc~~~, t~~es~~ie t ~~ ~. ~~ CQmmu~lty Development Department Appr~va ~~'; // ,,/~ _ ~S~rkJCi~ Ch~~~~?rE~a~ I~ifE'~tC?i' ~~ ?r3~~ r Gt t $ Dated:: ~~-~1~3 Dated:: ~_ s / .3 Page 8 of 7 3 Attachment A SCOPE OF WORK TASK ONE: Finalize Scope of Work During Trip #1 lead team members from Pegasus and Point A Consulting will spend one full day in Meridian to finalize the scope of work and contract, visit with key staff and elected officials, and perform a site visit. 1.1 Trip to Meridian to achieve closure on scope (2 persons,1 day}; begin first steps needed to launch Task Two and Task Three; finalize scope; meet and d iscuss with key staff, site visit. TASK Two: Background Research The consulting team will perform significant background research prior to Trip #2. This research will focus on demographics, economics, asset mapping, and literature review (local, regional and state}. 2.1 Economic & Technology Context Background Research. Includes: lnternet- based research on Meridian, region and state related to economyldemographics, and agricultural 1 research environment; review of existing studies, plans, strategies; existing industry base (location quotient analysis} and other related research. 2.2 Physical Planning Context Background Research. Includes: baseline Iand- use and planning information, studies, documents; develop preliminary base map of area, including asset map of universities, businesses and related assets (2 maps --1} statelregional, and 2} Local with potential site area. TASK THREE: Stakeholder identification and Engagement it Prior to Trip #2, our team will work with staff to identify all of the key stakeholders to engage in during our extended trip. We will finalize the methodology to use, including interview questions, format for interviews, any focus groups that will occur and logistical considerations of the interviews. We will rely on the client to ensure that all stakeholders are invited and confirmed for the interviews. Some interviews will be done via telephone before or after this trip, based on stakeholder availability and their priority of meeting with them during this trip. 3.1 Environmental Scan. Identify universe of potential relevant stakeholders (organizations, individuals and their appropriate role /interests} 3.2 Stakeholder List Confirmation. Work with client to identify stakeholders to be contacted, given budget and other considerations; prioritize into "must have", Page 9 of 13 "nice to have", "optional, if time permits". Categorize stakeholders into: private meeting; focus group meeting; telephone interview. A preliminary list of stakeholders includes the following (in addition to CitylCounty staff and elected officials, and local landownersldevelopers}: • Boise State University (administration, research and commercialization} • Idaho University (administration, research and commercialization} • Agricultural staff from Governor's Office I Congressional Districts • Department of Agriculture • Farmers Bureau • Cattleman's Association • Potato Growers Association • Economic Development District • Far Uvest Agribusiness Association • Food Producers Association of Idaho • Dairymen's Association • Seed Association • Idaho Farmer's Union • Grain Producers Association • Hay and Forage Association 3.3 Interview 1Focus Group Guide and Material Development. Develop questionnaire formatwith client inputfor interviews and focus groups}. Prepare any exhibits (maps, presentations} to illustrate during the interviews and focus groups. 3.4 Conduct Stakeholder interviews 3.4.1 Confirm method for and implement contact with stakeholders (e.g. client versus consultant roles, advance letter or email, etc.} 3.4.2 Scheduling. Method to be determined, client assistance may be required. 3.4.3 Conduct On-site interviews (Trip #2; assumes 4 persons, 3-days} 3.4.4 Conduct telephone interviews as needed 3.5 Documentation. Internal team write-ups l synthesis l analysis of interviews TASK FOUR: Asset Mapping and Analysis 4.1 Develop key themes and findings based on Background Research (Task Two} and Stakeholder information. 4.2. Establish framework of major assets and issues relevant to assessment of feasibility 4.3. Identify Assumptions & Factors that will drive Go 1 No-Godecision-making, or lead to alternative action scenarios, within the Asset & Issues Framework Page 10 of 13 4.3.1 Land development and planning issues 4.3.2 Place-oriented factors (specific locations} 4.3.3 Partnership opportunities {Government, Industry, Academic I institutional, et al} 4.3.4 Economic development environment (recruitment l expansion} 4.3.5 Entrepreneurship 1~nnovation eco-system and infrastructure {start- ups} 4.3.6 Financial implications 1 Financing options 4.4 Scenario Development (to be tested with Client} 45 Interim Report (Deliverable} 4.5.1 interactive work session with client to review in person the Preliminary Findings, Scenarios, and Recommendations for additional areas of investigation; obtain feedback and establish points of consensus (Tip #3, 3 to 4 team members 1 day} TASK FIVE: Go ! No-Go Decision During this final task, we will prepare the final report and recommendation on whether or not to proceed further in the feasibility analysis and planning for the Agriculture Research District. If the recommendation is to proceed, our team will make a f nal trip as part of this Phase I, and during that trip we will work with the client to finalize the scope and contract for Phase I I and ill. 5.1 Prepare Final Report l Recommendations based on results of Task 4.5.1 5.1.2 Potential development of Action Plan /Scope for Phases ll & lII, if warranted 5.2 Transmittal /presentation of Final Report 5.2.1 Meeting with client to obtain closure on details of potential Phases ll and III work, (Trip #4, 2 persons 11 day. Page 11 of 13 Attachment B MILESTONE 1 PAYMENT SCHEDULE A. Total and complete compensation for this Agreement shall not exceed $55,500.00. TASK _ .,. ~~ DESCRIPTIGN AMOUNT Task 1 Finalize Scope of Work $2,000 Task 2 Background Research $6,000 Task 3 Stakeholder Identification & Engagement $13,000 Task 4 Asset Mapping & Analysis $19,000 Task 5 Go l No-Go Decision $3,500 Travel Expenses per the requirements below $12,000 TOTAL $55,500.00 TRAVEL EXPENSES The City will only pay for meal, lodging and transportation expenses for official business that consists of consultants traveling to or from, outside of the Treasure Valle ,and that .. y are directly related to the specific task orders. Reimbursement will NAT exceed the limits allowed under the US General Services Administration Per Diem Rates for the Boise area. These rates can be found at the following website; htt alwww. sa. avl orkaflcate d 110020 The current FY2014 rate for meals is $46 per full da ,and $34.50 75% for both v ~ ~ travel days. Receipts for meal per diem allowances are not required. The current FY2014 GSA hotel rate is $77.OOlnight. Lodging, transportation and hotel expenses will only be reimbursed when accompanied with an itemized receipt and proof of prior approval by the Project Manager. Page 12 of 13 Transportation (Pre-approveaf by Project Marra er g} All travel must be by the most economical means ractical. If there is interru ' . p ption of travel or deviation from the direct route for the traveler's convenience the deviation may not exceed the cost of uninterrupted travel. Airline: Consultants will only be reimbursed for coach or econom class y rates. Rental Cars: A vehicle is only allowed with prior authorization by the Ci Pro'ect tY J Manager. Mileage: Mileage to and from consultants office and airport maybe reimbursed if incorporated in any associated task order. Parking: Airport parking may be reimbursed if incorporated in any resultin g task order. ALL OTHER EXPENSES ARE CONSIDERED INCIDENTAL AND ARE NOT REIMBURSABLE Page 13 of 13