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HomeMy Public PortalAboutORD11147 BILL NO. 88-127 _ SPONSORED BY COUNCILMAN HAAKE, MASON ORDINANCE NO. ///'/7 AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A CONTRACT WITH ZUCHELLI HUNTER AND ASSOCIATES (ZHA) FOR THE DESIGN OF A MASTER PLAN FOR A CENTRAL BUSINESS DISTRICT. BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1._ The Mayor and Clerk are hereby authorized and directed to execute a contract with Zuchelli Hunter and Associates (ZHA) for the design of a master plan for a central business district for a sum not to exceed $30,000.00. Section _2. The contract shall be substantially the same in form and content as that contract attached hereto as Exhibit A. Section 3, This Ordinance shall be in full force and effect from and after the date of its passage and approval. ® Passed - l`� Approved din fficer ATTEST: 4� City Clerk • PROFESSIONAL SERVICES AGREEMENT fF THIS AGREEMENT, made and entered into this � � day of 1989, by and between the City of Jefferson, Miss ri, a m4hicipal corporation, of the State of Missouri, hereinafter "City", and ZHA, Inc. , a Delaware corporation having its principal place of business in Annapolis, Maryland, hereinafter "Consultant". WHEREAS, City desires to engage Consultant as an independent contractor to prepare a long-range development plan for the Central Business District of Jefferson City; and WHEREAS, Consultant is willing to provide such services on behalf of Client on the terms and conditions hereinafter set forth; NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter set forth, the parties agree as follows: I. ENGAGEMENT OF CONSULTANT Client hereby engages Consultant as an independent contractor to perform the services hereinafter set forth, and Consultant hereby accepts such engagement. ® II. CONSULTANT SERVICES 2. 1 Scope of Consultant Services Consultant shall perform those services described in Attachment A, attached hereto (the "Contract Services") . City understands that Contract Services do not include any specialized technical support tasks such as the preparation of detailed architectural and engineering studies or presentation models, appraisal services, legal services, soil testing or any other services not expressly included as a Contract Service. In the event the parties determine that the performance of such specialized technical support tasks are necessary or appropriate in conjunction with the Contract Services, then Consultant, may subcontract for the performance of such specialized technical support tasks as the parties may agree. The parties may agree at any time to expand or modify the Scope of the Contract Services. 2.2 Subcontract Services Consultant may subcontract, for such services as the parties may agree (collectively, the "Subcontract Services") . All Subcontract Services shall be performed under the supervision of Consultant. 2.3 Time of Performance • Consultant shall commence performance of the Contract Services 44! upon execution of this Agreement and shall continue such performance for a period of six months thereafter (the "Initial Term") . Consultant anticipates (but does not guarantee) that it will be able to complete performance of the Contract Services within the Initial Term, subject, however, to delays beyond Consultant's reasonable control. The term of this Agreement may be extended for two months beyond the Initial Term at the request of Client, by notice to Consultant at least ten days before the end of the Initial Term, and may be extended for such longer period as is agreed by the parties. 2.4 Assistance from City To assist Consultant in performing the Contract Services, City shall furnish to Consultant, without charge, copies of all available background reports, memoranda, correspondence, ordinances, legislation, rules and regulations, technical data and other information reasonably requested by Consultant that is relevant to the Contract Services to be provided by Consultant, including, but not limited to, documentation on community demographics, infrastructure, zoning, aerial photographs of the study area, a State Capitol facilities plan, housing, environmental conditions, traffic patterns, finances, public resources, utilities, land ownership and availability, topography and physical conditions, land and improvement values and land use and development plans. In addition, City shall be responsible for ® taking, in cooperation with Consultant, such actions as may be necessary to obtain required interview opportunities with members of the community. III. COMPENSATION AND EXPENSES 3. 1 Compensation The City will pay the Consultant in accordance with the-ir, �# provisions set forth below, which shall constitute full and 0 complete compensation for the Consultant's services h eunder. Such compensation will be paid in progress payments, as /-- Wirtz:. ztW hereinafter. The final payment will be subject to re6eipt of a requisition for payment and a statement of services rendered from the Consultant that the Consultant fully performed with work to be paid for in such progress payments in conformance with the contract. 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 Thirty-Five Thousand Dollars ($35,000,00) for all services required unless specifically and mutually agreed to in writing by both the City and Consultant. Five Thousand Dollars ($5, 000.00) of the above mentioned sum is to be used toward expenses. No change shall be made unless there is a substantial and significant difference between the work originally contemplated by this agreement and the work actually required. • 3.2 Expense Reimbursement Client shall reimburse ZHA for all out-of-pocket expenses and related administrative expenses equal to three percent of such expenses incurred by ZHA in connection with its performance of the Contract Services, including, but not limited to, travel and subsistence expenses incurred outside the City of Annapolis, Maryland, telephone calls, postage, messengers and other communications expenses, the cost of computer time and the cost of technical support services (including, but not limited to, graphics and reporduction work) provided that such reimbursement shall not exceed the sum of Five Thousand Dollars ($5,000.00) as set out in Section 3.1. 3.3 Payment Terms The City will pay the Consultant progress payments, as established by the City. The final payment will be subject to receipt of a requisition for payment and a statement of services rendered from the Consultant that the Consultant fully performed with work to be paid for in such progress payments in conformance with the contract. IV. TERMINATION OF AGREEMENT If, through any cause, 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. City or 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 Consultant shall be entitled to receive just and equitable compensation for any satisfactory work completed on such documents and other materials. V. MISCELLANEOUS 5. 1 Confidentiality Consultant shall not release to any person except City's representatives and others authorized by Client nay reports or related materials prepared by Client pursuant to ZHA's performance of the Contract Services and maintained confidentially by Client. However, this Agreement does not preclude ZHA from performing any service (whether or not similar in nature to a Contract Service) on behalf of other clients in Jefferson city or elsewhere. 5.2 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. 5.3 Indemnification 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 caused by the City's negligence, arising out of or in any way connected with a breach of this contract. The maximum liability of the City shall be limited to the amount of money to be paid or received by the City under this contract. b. The Consultant shall defend, indemnify, and hold the City ® harmless from and against all claims, losses, and liabilities arising out of personal injuries, including death, and damage to property which are caused by the Consultant arising out of or in any way connected with this contract. C. This contract is designed to establish the rights, duties and obligations of the signatories hereto and shall not give rise to any third party beneficiary rights. 5.4 Governing Law The contract shall be construed according to the laws of the State of Missouri. Consultant shall comply with all local, state and federal laws and regulations related to the performance of the contact to the extent that the same may be applicable. 5.5 Entire Agreement The entire agreement between the City and Consultant shall consist of this contract and the attached Attachment A. 5.6 Notices All notices required to be in writing may be given by first class mail addressed to Dave Johnston, City Administrator, City of Jefferson, 320 East McCarty, Jefferson City, Missouri 65101, and Consultant at ZHA, Inc. , Suite 200, 2660 Riva Road, Annapolis, Maryland 21401. The date of delivery of any notice shall be the second full day after the day of its mailing. Each party may designate by notice in writing a new address to which any notice, demand, request or communication may thereafter be so given, served or sent. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed on their behalf, as of the day and year first written above. ZHA, INC. Title: Attest: :-t, tle spy-pRy CITY OF JEFFERSON ® ATTEST: City Clerk r; ATTACHMENT A PROPOSED SCOPE OF SERVICES The following work tasks outline our proposed Scope of Ser- vices to be conducted during the planning process. Task 1. Kick-OfffOrientation Session The Consultant will prepare for and conduct a meeting in Jefferson City to be attended by representatives of the vari- ous public and private entities who will be directly involved in the preparation of the Development Plan. The primary purpose of this meeting is to establish lines of communication between the Consultants and appropriate Jefferson City representatives and sources. In addition, this meeting will serve to clarify and resolve ® any issues related to project scheduling, project work responsi- bilities, project work products, sources of information and fur- ther data needs which must be researched. The Consultants will prepare for this meeting by thoroughly reviewing previously pro- vided information and documents and will be prepared to itemize additional required information. Finally, we will develop together a list of key people to be interviewed. This group would include not only those who can provide market input, but also some of the key policy makers in the public and private sec- tors. Task 2. Data Review In addition to the review of materials received prior to the orientation meeting, the Consultant will thoroughly review all materials and information received as a result of this meet- ing and subsequent research efforts. The Consultant shall pre- pare an itemization of any additional information, data or guid- ance required from. the client in order to proceed efficiently with the work. Task 3. Interviews The Consultant will assist the client in identifying key public and private individuals for confidential interviews. -2- The Consultant will conduct up to 15 such interviews and shall prepare a technical memorandum summarizing the salient issues, concerns and data resulting from these discussions. Task 4. Field Reconnaissance Planning and design members of the Consultant team will thoroughly familiarize themselves with the existing physical con- ditions of the study area. Conducted on foot, this reconnais- sance will enable the team to compile an inventory of existing conditions, particularly related to the following: • General building conditions; • Land uses; • General infrastructure conditions; • Neighborhood character; • • Environmental positives and negatives; • Significant views, vistas and landmarks; • Pedestrian and environmental barriers; and • Existing and potential linkages. In addition, the Consultant will prepare a photographic inventory of selected relevant features and conditions to be used during presentations as may be appropriate to illustrate planning and design recommendations. Task 5. Preliminary Findings Memorandum The Consultant Team would prepare a brief memorandum discussing characteristics of the downtown that will impact the final plan and implementation program: • physical--Infrastructure, maintenance, parking, archi- tectural assets, land availability. • Economic Base--Employment, investment, tax base, mix of activities, property value/appreciation, development. -3- • Transportation--Streets, downtown accessibility, public transit needs/availability, pedestrian environment. • Urban -Design--Activity/land use concentrations, streetscape, linkage, interface with surrounding areas. The assessment in this profile will focus on two factors. First, what are the strengths of downtown that should be lever- aged and built on in developing a plan and identifying feasible projects to pursue. Second, what problems or deterrents exist that should (and can) be addressed with a downtown program. Task 6. Economic/Market Overview Potentials for market opportunities can be defined by a number of factors. obviously economic conditions are a major determinant for development--population growth plus business development and investment create demand for facilities. How- ever, local government and private business leaders can amplify or enhance demand by offering development incentives to close the gap on financial returns, and by providing a favorable and safe physical environment. It would be our intention to determine in this market overview what type of market opportunities currently exist, and what market could be amplified and captured if Jefferson City undertakes a more pro-active downtown program. We would evaluate population growth and forecast development trends, absorption roles/demand for space, current inventories of space and land lease roles and user costs, retail sales (expenditure) levels, etc. , and forecast what potentials will exist for the City and surrounding area, and determine the fair share for the downtown. We would show the amount of space that could realistically be developed through the year 2010. Our final step would be to assess how the downtown could enhance its competitive position through an exciting plan and an aggressive marketing and incentives program. Specific development opportunities will be recommended. These opportunities may include the following: • Business and professional office. • Low-, medium- and high-density residential, rental and ownership. -4- • Light industrial and R and D. • Primary, support and specialty/festive retail. In all cases, the Consultant shall clearly document their findings and conclusions and, further, shall identify important market influences and opportunities as they relate to the master planning process. Likewise, the Consultant will prepare a pre- liminary evaluation of the likely public funding requirements and mechanisms necessary to accommodate the identified levels of growth in the various sectors. Task 7. Urban Design Analysis Following the field reconnaissance and a thorough evaluation of previously prepared planning and design efforts, including projects which are now "on the boards", the Consultant will prepare and document the physical character and opportuni- ties of the study area and its components. The basic thrust of this work will be to verify the appropriateness of the physical planning work done to date and to provide guidance for adjusting ® this work and/or tailoring it to accommodate the findings and recommendations of the market/economic analyses. This work shall provide an evaluation and recommendations related to the following: • Land use patterns; • Vehicular circulation and parking; • Pedestrian activity, pathways and focal activity cen- ters; • Potential linkages and synergistic relationships; • Urban form and density; • Project opportunities; • Existing and potential public amenities and attrac- tions. Based on these analyses, the Consultant will identify and prioritize key public and private project opportunities which can have maximum impact upon the environment and economic health of downtown Jefferson City. Critical factors in arriving at these recommendations will be: • Economic viability; • Site opportunities; • Pedestrian and visual linkages; • Environmental cohesiveness; • Land use compatibility; • Circulation and parking; • Civic identity. Task Financial Evaluation From the conclusions of the market analysis, our team will suggest specific types of development which should be pur- sued. We will conceptualize prototype projects for these spe- cific development types, and utilize the information collected to run preliminary financial cash flow evaluations to determine if new development offers a financial return that would attract developers and investors. Where the return on investment would not be sufficient, we will indicate where gap financing will be needed and the magnitude of this need. As well, during this task we will suggest tools and financ- ing mechanisms which could be used to fill the gap. Task . Checkpoint Meeting The Consultant shall prepare for and attend a one-day meeting(s) in Jefferson City to present the findings and prelimi- nary recommendations resulting from the market/economic/design work conducted up to this point. The purpose of this meeting will be to advise the client as to the content of the next-step Interim Report and to engage in interactive discussion related to the Consultant's preliminary recommendations. Q. Interim Report The Consultant will prepare a profile report on the findings and recommendations resulting from the interim work. This report will follow a previously agreed upon format and will clearly document the market, economic and planning/design find- ings, in summary form as may be appropriate. Task 11. Interim Presentation The Consultant will present their findings and recom- mendations in Jefferson City to City representatives as selected by the client. Appropriate color graphics (charts, maps and/or slides) will be prepared which clearly articulate the essential content of the Interim Report. Emphasis in the presentation will build toward the definition of key project opportunities and their related fiscal implications. Task 2. Press Release The Consultant will prepare a draft press release for the review and modification by the City prior to being provided to the press following the Interim presentation. In addition, the Consultant will have graphic support materials in a form readily reproducible by the press. Task 13. Graphic Support Materials The Consultant will provide mounted graphic materials including charts and maps suitable for storefront and/or exhibit display. It is understood that these are essentially the same graphic support materials used during the Interim presentation. Task 14. Goals and Objectives The Consultant will prepare a draft statement of goals and objectives for review by the City and circulation prior to a goals and objectives work session in Jefferson City. This state- ment will reflect the Consultant's findings as well as the feed- back and concerns voiced during the workshop and presentation. Further, it will reflect any strategy alternatives which emerged during the course of the work to date. The draft goals/ objectives will be distributed for review within the community, as directed by the City, so that comments can be incorporated in Task 16, below. _7. i Task 15. Draft (Development Plan) Report The Consultant will prepare a draft Development Plan report for the study area, including appropriate options and/or alternatives, for a review/work session with the client. This documentation will include, but not necessarily be limited to, the following: e overall land use pattern(s) . e Proposed circulation and parking improvements. e Proposed public improvements and amenities. e Individual and/or public and private development pro- ject opportunities. e Preliminary evaluation of the impact of identified pro- jects and their anticipated public and private costs. e Project phasing and timetable. Tas)S 16. Goals and Objectives Roundtable Following distribution of the draft goals and objec- tives, the Consultant will conduct a one-day roundtable discus- sion session in Jefferson City with community representatives selected by the client. The objective of this session will be to achieve a leadership consensus to focus the final work. Subse- quent to that session, the Consultant will redraft the goals and objectives statement to reflect this consensus. Task 17. Checkpoint Meeting The Consultant shall prepare for and attend a one day meeting(s) in Jefferson City to present and discuss the draft Development Plan with appropriate members of the client team and the interested public. The purpose of this work session is to achieve consensus on the content of the Final Report. • -8- Task 18. Final (Development Plan) Reoort The Consultant will prepare a final report detailing the planning process, goals and objectives, design analyses, overall concept plan, project costs and funding strategies. This full final report will be provided in 75 bound copies. In addition, the Consultant will provide a complete set of cam- era-ready pages, including reduced black-and-white graphic mater- ials, suitable for photocopier reproduction. PJE32TSA •