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Home My Public Portal AboutORD15121BILL NO. 2013-19 SPONSORED BY COUNCILMAN _ ____.:.:M=i!..!.:ha=le=v=ic=h __ _ ORDINANCE NO. __ ___..:._/....:....s-_J....:....;)_---'-/ _____ _ AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT WITH JOHNSON CONSULTING, INC., FOR CONFERENCE CENTER FACILITATION SERVICES . BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON , MISSOURI , AS FOLLOWS : Section 1. The Mayor and City Clerk are hereby authorized and directed to execute an agreement with Johnson Consulting , Inc. Section ~-The agreement shall be substantially the same in form and content as the agreement attached hereto as Exhibit 1. Section~-This Ordinance shall be in full force and effect from and after the date of its passage and approval. Presiding Officer Mayor ATTEST: APPROVED AS TO FORM: \/At§!&;;~ ity Clerk eli!£~ CONTRACT FOR PROFESSIONAL SERVICES for CONFERENCE CENTER FACILITATOR & ADVISOR THIS AGREEMENT, made and entered into this o2 day of May, 2013, by and between the City of Jefferson, Missouri, a municipal corporation, hereinafter referred to as the "City" with offices at 320 East McCarty, Jefferson City, Missouri, 65101, and Johnson Consulting, Inc., 6 East Monroe Street, Chicago, Illinois, 60603, hereinafter referred to as the "Consultant ". WITNESSETH: THAT, WHEREAS, the City desires to engage the Consultant to render certain technical and professional services as a Conference Center Facilitator and Advisor. WHEREAS, the Consultant made certain representations and statements to the City with respect to the provision of such services and the City has accepted said proposal to enter into a contract with the Consultant for the performances of services by the Consultant. NOW, THEREFORE, for the considerations herein expressed, it is agreed by and between the City and the Consultant as follows: 1. Scope of Services. The City agrees to engage the services of the Consultant to perform the services hereinafter set forth in connection with the project described in Exhibit A. 2. Additional Services. The City may add to consultant services or delete therefrom activities of a similar nature to those set forth in Exhibit A, provided that the total cost of such work does not exceed the total cost allowance as specified in paragraph 6 hereof. The consultant shall undertake such changed activities only upon the written direction of the City. All such directives and changes shall be in written form and approved by the City Administrator and shall be accepted and countersigned by the Consultant or its agreed representatives. 3. Existing Data. All information, data and reports as are existing, available and necessary for the carrying out of the work, shall be furnished to the Consultant without charge by the City, and the City shall cooperate with the Consultant in every reasonable way in carrying out the scope of services. The Consultant shall not be liable for the accuracy of the information furnished by the City. U:IContract FileslProlessional ServiceslJohnson Consulting1Conference Center Facilitator & Advisor 5- 20.13. wpd 1 4. Personnel to be Provided. The Consultant represents that Consultant has or will secure at its expense all personnel required to perform the services called for under this contract by the Consultant. Such personnel shall not be employees of or have any contractual relationship with the City except as employees of the Consultant. All of the services required hereunder will be performed by the Consultant or under the Consultant's direct supervision and all personnel engaged in the work shall be fully qualified and shall be authorized under state and local law to perform such services. None of the work or services covered by this contract shall be subcontracted except as provided in Exhibit A without the written approval of the City. 5. Notice to Proceed. The services of the Consultant shall commence as directed in the Notice to Proceed and shall be undertaken and completed before the City finally selects a developer for construction of a Conference Center, which is anticipated to be July 1, 2013. 6. Compensation. The City agrees to pay the Consultant a lump sum payment subject to receipt of a requisition for payment and a statement of services rendered certifying that the Consultant fully performed all work to be paid. It is expressly understood that in no event will the total compensation and reimbursement to be paid to the Consultant under the terms of this contract exceed the sum of Twenty-Eight Thousand Seven Hundred Fifty Dollars ($28,750.00) for all services and expenses required unless specifically and mutually agreed to in writing by both the City and Consultant. No change in compensation shall be made unless there is a substantial and significant difference between the work originally contemplated by this agreement and the work actually required. 7. Failure to Perform, Cancellation. If the Consultant shall fail to fulfill in timely and proper manner its obligations under this contract, or if the Consultant shall violate any of the covenants, agreements, or stipulations of this contract, the City shall thereupon have the right to terminate this contract by giving written notice to the Consultant of such termination and specifying the effective date thereof, at least five (5) days before the effective day of such termination. The Consultant may without cause terminate this contract upon 30 days prior written notice. In either such event all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, and reports or other materials prepared by the Consultant under this contract shall, at the option of the City, become its property, and the compensation for any satisfactory work completed on such documents and other materials shall be determined. Notwithstanding the above, the Consultant shall not be relieved of liability to the City for damages sustained by the City by virtue of any such breach of contract by the Consultant. U:1Contract FilestFrofessional ServiceslJohnson Consulting1Conference Center Facilitator & Advisor 5. 20-13. wpd 2 8. Assignment. The Consultant shall not assign any interest in this contract, and shall not transfer any interest in the same (whether by assignment or novation), without prior written consent of the City thereto. Any such assignment is expressly subject to all rights and remedies of the City under this agreement, including the right to change or delete activities from the contract or to terminate the same as provided herein, and no such assignment shall require the City to give any notice to any such assignee of any actions which the City may take under this agreement, though City will attempt to so notify any such assignee. 9. Confidentiality. Any reports, data or similar information given to or prepared or assembled by the Consultant under this contract which the City requests to be kept as confidential shall not be made available to any individual or organization by the Consultant without prior written approval of the City. 10. Nondiscrimination. The Consultant agrees in the performance of the contract not to discriminate on the grounds or because of race, creed, color, national origin or ancestry, sex, religion, handicap, age or political affiliation, against any employee of consultant or applicant for employment and shall include a similar provision in all subcontracts let or awarded hereunder. 11. Independent Contractor. The Consultant is an independent contractor and nothing herein shall constitute or designate the Consultant or designate the Consultant or any of its employees as agents or employees of the City. 12. Benefits not Available. The Consultant shall not be entitled to any of the benefits established for the employees of the City not be covered by the Workmen's Compensation Program of the City. 13. Liability. The parties mutually agree to the following: a. In no event shall the City be liable to the Consultant for special, indirect, or consequential damages, except those directly or approximately caused by the City arising out of or in any way connected with this contract. b. Consultant agrees to indemnify, defend, and hold harmless the City from loss, damage, cost, or expense arising out of Consultant's negligent performance of Services under this Agreement. 14. Nonsolicitation. The Consultant warrants that he had not employed or retained any company or person, other than a bona fide employee working solely for the Consultant, to solicit or secure this Contract, and that he has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the Consultant, any fee, commission, percentage, brokerage fee, gifts, or any other U:IContract Fffes Profession! ServiceslJohnson Consulfing\Conference Center Facilitator & Advisor 5.20- 13.wpd 3 consideration, contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, the City shall have the right to annul this Contract without liability, or, in its discretion, to deduct from the Contract price or consideration , or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gifts, or contingent fee. 15. Books and Records. The Consultant and all his subcontractors shall maintain all books, documents, papers, accounting records and other evidence pertaining to costs incurred in connection with this Contract, and shall make such materials available at their respective offices at all reasonable times during the Contract and for a period of three (3) years following completion of the Contract. 16. Delays. That the Consultant shall not be liable for delays resulting from causes beyond the reasonable control of the Consultant; that the Consultant has made no warranties, expressed or implied, which are not expressly set forth in this Contract; and that under no circumstances will the Consultant be liable for indirect or consequential damages. 17. Illegal Immigration. Prior to commencement of the work: a. Contractor shall, by sworn affidavit and provision of documentation, affirm its enrollment and participation in a federal work authorization program with respect to the employees working in connection with the contracted services. b. Contractor shall sign an affidavit affirming that it does not knowingly employ any person who is an unauthorized alien in connection with the contracted services. c. If contractor is a sole proprietorship, partnership, or limited partnership, contractor shall provide proof of citizenship or lawful presence of the owner prior to issuance of the Notice to Proceed. 18. Law to Govern. This contract shall be governed by the laws of the State of Missouri as to both interpretation and performance. 19. Notices. All notices required or permitted hereinunder and required to be in writing may be given by first class mail addressed to the City Administrator, City of Jefferson, 320 East McCarty, Jefferson City, Missouri, 65101, and the Consultant, at Johnson Consulting, Inc., 6 East Monroe Street, Fifth Floor, Chicago, Illinois, 60603. The date and delivery of any notice shall be the date falling on the second full day after the day of its mailing. U :IContract FileslProfessiona! ServicesLlohnson ConsultinglConference Center Facditator & Advisor 5-20-13.wpd 4 IN WITNESS WHEREOF, the parties hereto have set their hands and seals this ,77.5 day of May. 2013 CITY OF JEFFERSON ATTEST: 4 ? f ity Cl rk APPROVED AS TO FORM: City Counselor JOHNSON CONSULTING, INC. Title S 1 pCNT ATTEST: Title : Awful/ Nvi p/tetc r U. :IContract Files \Professional ServicesLJohnson Consul inglConference Center Facilitator 8 Advisor 5- 20- 13.wpd 5 Exhibit A SCOPE OF SERVICES Task 1 - Project Orientation and Field Work The Consultant will meet with City representatives to confirm objectives of advisory services, develop clear lines of communication, review project methodology, and conduct initial fieldwork. Among the tasks to be performed during this step are: Discuss various projects worked on by Consultant and are familiar with, and discuss their attributes, as well as their applicability to Jefferson City. Tour the site(s), the central business district, and the metro area. Task 2 - Request for Proposals Evaluation Consultant will review the responses to RFP 2646, perform due diligence, cross- checking, and research, and develop short -list and ranking of the repossess. Consultant will facilitate additional staff evaluation session(s), public evaluation session(s), evaluation by experts in the field and evaluation by stakeholders. Consultant will develop a summarization report for the proposals, provide an overall ranking matrix identifying the score of each respondent and recommendations pertaining to the short - listed proposals. The following criteria as specific in the Request for Proposals #2646 will be evaluation on the following criteria and will be incorporated into Consultant's current evaluation matrix: • • • • Long term economic impact of all facets of the development on the City Quality of the aesthetic design of the entire facility Functionality of the facility Economic feasibility of the project. Hotelier's operating and marketing plans and schedules Cost to the City Capital outlay of the hotelier Location Experience, Capacity, and Reputation of project bidders Other factors, as mutually discussed U:Contract FAes1Professional ServicesLJohnson ConsultinglConference Center Facilitator & Advisor 5.20- 13.wpd 6 . 0 Exhibit A Task 3 - Negotiate with Potential Developers Consultant will assist the City in negotiation with potential developers. Upon approval of a ranking of conference center developers, City representatives, supported by legal, financial advisors, and Consultant shall proceed to negotiate development and operating agreements with the top- ranked development team(s). If negotiations with the top - ranked team fail, the City would have the option to begin negotiations withe the second - ranked developer. The negotiations culminate in a set of agreements to be submitted to the City for approval. If a tax - exempt financing approach is used, an additional body of work may be required by bond counsel and the City's financial advisor. The Consultant shall have a supporting role in preparing the work, if desired. U:IContract FileslProfessional ServicesUJohnson ConsultingtConference Center Facilitator & Advisor 5- 20- 13.wpd 7 CONTRACT FOR PROFESSIONAL SERVICES for CONFERENCE CENTER FACILITATOR & ADVISOR THIS AGREEMENT, made and entered into this o2 day of May, 2013, by and between the City of Jefferson, Missouri, a municipal corporation, hereinafter referred to as the "City" with offices at 320 East McCarty, Jefferson City, Missouri, 65101, and Johnson Consulting, Inc., 6 East Monroe Street, Chicago, Illinois, 60603, hereinafter referred to as the "Consultant ". WITNESSETH: THAT, WHEREAS, the City desires to engage the Consultant to render certain technical and professional services as a Conference Center Facilitator and Advisor. WHEREAS, the Consultant made certain representations and statements to the City with respect to the provision of such services and the City has accepted said proposal to enter into a contract with the Consultant for the performances of services by the Consultant. NOW, THEREFORE, for the considerations herein expressed, it is agreed by and between the City and the Consultant as follows: 1. Scope of Services. The City agrees to engage the services of the Consultant to perform the services hereinafter set forth in connection with the project described in Exhibit A. 2. Additional Services. The City may add to consultant services or delete therefrom activities of a similar nature to those set forth in Exhibit A, provided that the total cost of such work does not exceed the total cost allowance as specified in paragraph 6 hereof. The consultant shall undertake such changed activities only upon the written direction of the City. All such directives and changes shall be in written form and approved by the City Administrator and shall be accepted and countersigned by the Consultant or its agreed representatives. 3. Existing Data. All information, data and reports as are existing, available and necessary for the carrying out of the work, shall be furnished to the Consultant without charge by the City, and the City shall cooperate with the Consultant in every reasonable way in carrying out the scope of services. The Consultant shall not be liable for the accuracy of the information furnished by the City. U:IContract FileslProlessional ServiceslJohnson Consulting1Conference Center Facilitator & Advisor 5- 20.13. wpd 1 4. Personnel to be Provided. The Consultant represents that Consultant has or will secure at its expense all personnel required to perform the services called for under this contract by the Consultant. Such personnel shall not be employees of or have any contractual relationship with the City except as employees of the Consultant. All of the services required hereunder will be performed by the Consultant or under the Consultant's direct supervision and all personnel engaged in the work shall be fully qualified and shall be authorized under state and local law to perform such services. None of the work or services covered by this contract shall be subcontracted except as provided in Exhibit A without the written approval of the City. 5. Notice to Proceed. The services of the Consultant shall commence as directed in the Notice to Proceed and shall be undertaken and completed before the City finally selects a developer for construction of a Conference Center, which is anticipated to be July 1, 2013. 6. Compensation. The City agrees to pay the Consultant a lump sum payment subject to receipt of a requisition for payment and a statement of services rendered certifying that the Consultant fully performed all work to be paid. It is expressly understood that in no event will the total compensation and reimbursement to be paid to the Consultant under the terms of this contract exceed the sum of Twenty-Eight Thousand Seven Hundred Fifty Dollars ($28,750.00) for all services and expenses required unless specifically and mutually agreed to in writing by both the City and Consultant. No change in compensation shall be made unless there is a substantial and significant difference between the work originally contemplated by this agreement and the work actually required. 7. Failure to Perform, Cancellation. If the Consultant shall fail to fulfill in timely and proper manner its obligations under this contract, or if the Consultant shall violate any of the covenants, agreements, or stipulations of this contract, the City shall thereupon have the right to terminate this contract by giving written notice to the Consultant of such termination and specifying the effective date thereof, at least five (5) days before the effective day of such termination. The Consultant may without cause terminate this contract upon 30 days prior written notice. In either such event all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, and reports or other materials prepared by the Consultant under this contract shall, at the option of the City, become its property, and the compensation for any satisfactory work completed on such documents and other materials shall be determined. Notwithstanding the above, the Consultant shall not be relieved of liability to the City for damages sustained by the City by virtue of any such breach of contract by the Consultant. U:1Contract FilestFrofessional ServiceslJohnson Consulting1Conference Center Facilitator & Advisor 5. 20-13. wpd 2 8. Assignment. The Consultant shall not assign any interest in this contract, and shall not transfer any interest in the same (whether by assignment or novation), without prior written consent of the City thereto. Any such assignment is expressly subject to all rights and remedies of the City under this agreement, including the right to change or delete activities from the contract or to terminate the same as provided herein, and no such assignment shall require the City to give any notice to any such assignee of any actions which the City may take under this agreement, though City will attempt to so notify any such assignee. 9. Confidentiality. Any reports, data or similar information given to or prepared or assembled by the Consultant under this contract which the City requests to be kept as confidential shall not be made available to any individual or organization by the Consultant without prior written approval of the City. 10. Nondiscrimination. The Consultant agrees in the performance of the contract not to discriminate on the grounds or because of race, creed, color, national origin or ancestry, sex, religion, handicap, age or political affiliation, against any employee of consultant or applicant for employment and shall include a similar provision in all subcontracts let or awarded hereunder. 11. Independent Contractor. The Consultant is an independent contractor and nothing herein shall constitute or designate the Consultant or designate the Consultant or any of its employees as agents or employees of the City. 12. Benefits not Available. The Consultant shall not be entitled to any of the benefits established for the employees of the City not be covered by the Workmen's Compensation Program of the City. 13. Liability. The parties mutually agree to the following: a. In no event shall the City be liable to the Consultant for special, indirect, or consequential damages, except those directly or approximately caused by the City arising out of or in any way connected with this contract. b. Consultant agrees to indemnify, defend, and hold harmless the City from loss, damage, cost, or expense arising out of Consultant's negligent performance of Services under this Agreement. 14. Nonsolicitation. The Consultant warrants that he had not employed or retained any company or person, other than a bona fide employee working solely for the Consultant, to solicit or secure this Contract, and that he has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the Consultant, any fee, commission, percentage, brokerage fee, gifts, or any other U:IContract Fffes Profession! ServiceslJohnson Consulfing\Conference Center Facilitator & Advisor 5.20- 13.wpd 3 consideration, contingent upon or resulting from the award or making of this Contract. For breach or violation of this warranty, the City shall have the right to annul this Contract without liability, or, in its discretion, to deduct from the Contract price or consideration , or otherwise recover the full amount of such fee, commission, percentage, brokerage fee, gifts, or contingent fee. 15. Books and Records. The Consultant and all his subcontractors shall maintain all books, documents, papers, accounting records and other evidence pertaining to costs incurred in connection with this Contract, and shall make such materials available at their respective offices at all reasonable times during the Contract and for a period of three (3) years following completion of the Contract. 16. Delays. That the Consultant shall not be liable for delays resulting from causes beyond the reasonable control of the Consultant; that the Consultant has made no warranties, expressed or implied, which are not expressly set forth in this Contract; and that under no circumstances will the Consultant be liable for indirect or consequential damages. 17. Illegal Immigration. Prior to commencement of the work: a. Contractor shall, by sworn affidavit and provision of documentation, affirm its enrollment and participation in a federal work authorization program with respect to the employees working in connection with the contracted services. b. Contractor shall sign an affidavit affirming that it does not knowingly employ any person who is an unauthorized alien in connection with the contracted services. c. If contractor is a sole proprietorship, partnership, or limited partnership, contractor shall provide proof of citizenship or lawful presence of the owner prior to issuance of the Notice to Proceed. 18. Law to Govern. This contract shall be governed by the laws of the State of Missouri as to both interpretation and performance. 19. Notices. All notices required or permitted hereinunder and required to be in writing may be given by first class mail addressed to the City Administrator, City of Jefferson, 320 East McCarty, Jefferson City, Missouri, 65101, and the Consultant, at Johnson Consulting, Inc., 6 East Monroe Street, Fifth Floor, Chicago, Illinois, 60603. The date and delivery of any notice shall be the date falling on the second full day after the day of its mailing. U :IContract FileslProfessiona! ServicesLlohnson ConsultinglConference Center Facditator & Advisor 5-20-13.wpd 4 IN WITNESS WHEREOF, the parties hereto have set their hands and seals this ,77.5 day of May. 2013 CITY OF JEFFERSON ATTEST: 4 ? f ity Cl rk APPROVED AS TO FORM: City Counselor JOHNSON CONSULTING, INC. Title S 1 pCNT ATTEST: Title : Awful/ Nvi p/tetc r U. :IContract Files \Professional ServicesLJohnson Consul inglConference Center Facilitator 8 Advisor 5- 20- 13.wpd 5 Exhibit A SCOPE OF SERVICES Task 1 - Project Orientation and Field Work The Consultant will meet with City representatives to confirm objectives of advisory services, develop clear lines of communication, review project methodology, and conduct initial fieldwork. Among the tasks to be performed during this step are: Discuss various projects worked on by Consultant and are familiar with, and discuss their attributes, as well as their applicability to Jefferson City. Tour the site(s), the central business district, and the metro area. Task 2 - Request for Proposals Evaluation Consultant will review the responses to RFP 2646, perform due diligence, cross- checking, and research, and develop short -list and ranking of the repossess. Consultant will facilitate additional staff evaluation session(s), public evaluation session(s), evaluation by experts in the field and evaluation by stakeholders. Consultant will develop a summarization report for the proposals, provide an overall ranking matrix identifying the score of each respondent and recommendations pertaining to the short - listed proposals. The following criteria as specific in the Request for Proposals #2646 will be evaluation on the following criteria and will be incorporated into Consultant's current evaluation matrix: • • • • Long term economic impact of all facets of the development on the City Quality of the aesthetic design of the entire facility Functionality of the facility Economic feasibility of the project. Hotelier's operating and marketing plans and schedules Cost to the City Capital outlay of the hotelier Location Experience, Capacity, and Reputation of project bidders Other factors, as mutually discussed U:Contract FAes1Professional ServicesLJohnson ConsultinglConference Center Facilitator & Advisor 5.20- 13.wpd 6 . 0 Exhibit A Task 3 - Negotiate with Potential Developers Consultant will assist the City in negotiation with potential developers. Upon approval of a ranking of conference center developers, City representatives, supported by legal, financial advisors, and Consultant shall proceed to negotiate development and operating agreements with the top- ranked development team(s). If negotiations with the top - ranked team fail, the City would have the option to begin negotiations withe the second - ranked developer. The negotiations culminate in a set of agreements to be submitted to the City for approval. If a tax - exempt financing approach is used, an additional body of work may be required by bond counsel and the City's financial advisor. The Consultant shall have a supporting role in preparing the work, if desired. U:IContract FileslProfessional ServicesUJohnson ConsultingtConference Center Facilitator & Advisor 5- 20- 13.wpd 7