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Res 1407 - Agmt Comp Develop Pl COUNCIL BILL NO. 1786 RESOLUTION NO. 1407 A RESOLUTION ENTERING INTO AN AGREEMENT WITH JOHN SPENCER AND CHARLES KUPPER, DBA SPENCER AND KUPPER, TO COMPLETE A COMPREHENSIVE DOWNTOWN DEVELOPMENT PLAN AND AUTHORIZING THE MAYOR TO SIGN SAID AGREEMENT. WHEREAS, it is the City Council's and the Woodburn Downtown Association's goal to develop a Comprehensive Downtown Development Plan, and WHEREAS, grant funds in the amount of $34,800 has been awarded by the Mid-Willamette Valley Rural Investment Fund to the City of Woodburn, and WHEREAS, a request for proposals was followed and the City Council selected John Spencer and Charles Kupper, dba Spender and Kupper to complete the Comprehensive Downtown Development Plan; NOW, THEREFORE, THE CITY OF WOODBURN RESOLVES AS FOLLOWS: Section 1. The city of Woodburn enter into an agreement with John Spencer and Charles Kupper, dba Spencer and Kupper, to provide consulting services for the development of a Comprehensive Downtown Development Plan. Section 2. That the Mayor is authorized to execute, on behalf of the city, said agreement, a copy of which is attached hereto as Attachment "Anand, by this reference incorporated herein Approved as to for~. ~ ~/) 'f - ~ -q 1- City Attorney Date APPROVED: 1997 ... .. Passed by the Council Submitted to the Mayor April 17. 1997 April 17, 1997 Approved by the Mayor Filed in the Office of the Recorder ATTEST: fYlt'M..M~~ ' Ma~nnant, City Recorder City of Woodburn, Oregon Apri 1 17, 1997 Page 1 - COUNCIL BILL NO. 1786 RESOLUTION NO. 1407 ....-"." ~""-"'T~'~-""'-'-"""'4_'____" -+,~.,_.~ ., ,..-.- '"_'''_"-~-'''''"''~_'''''_'._',,''_'~~'_M_'__',_'''''_~__'''''' .,- PERSONAL SERVICES CONTRACT This Agreement is made and entered into by and between the City of Woodburn, Oregon, hereinafter referred to as "City", and John Spencer and Charles Kupper, dba Spencer and Kupper, hereinafter referred to as "Consultant", regarding work related to the Woodburn Downtown Comprehensive Plan Update for the City of Woodburn, Oregon. IT IS HEREBY AGREED by and between the parties to this Agreement: 1. Term The term of this Agreement shall be from the date of execution by both parties until tasks required hereunder are complete and accepted, unless earlier terminated in accordance herewith. 2. Consultant's Services Consultant agrees to provide the services described in the Consultant's work program and schedule dated March 26, 1997, a copy of which is attached hereto as "Exhibit A", and is incorporated herein by this reference. 3. Consideration City shall pay Consultant a sum not to exceed $34,800 for all Consultant services. 4. Payment The parties understand and agree that all funding for this Agreement shall be obtained from the Mid-Willamette Valley Council of Governments (COG). After first obtaining the necessary disbursements from COG, the City shall pay the Consultant according to the following schedule: A. $8,700 shall be paid to Consultant within 45 days of the execution of this Agreement and after the completion of Phase 1 by Consultant. B. $8,700 shall be paid to Consultant after the Downtown Development Plan is 50% complete, adequate documentation of costs is received by the City, and after the completion of Phase 2 by Consultant Page 1 - Spencer & Kupper Personal Services Contract '......'T.... ..h.._........,_."..,."......_...._......"'" ...", " , ..,...-...-.--- C. $8,700 shall be paid to Consultant upon submission of the Downtown Development Plan to the Planning Commission, with adequate documentation of costs, and after the completion of Phase 3 by Consultant. D. $8,700 shall be paid to Consultant after adoption of the Downtown Development Plan by the City Council, with adequate documentation of costs, and upon completion of Phase 4 by Consultant. 5. Independent Contractor Consultant is engaged hereby as an independent contractor, and will be so deemed for purposes of the following: A. Consultant will be solely responsible for payment of any federal or state taxes required as a result of this agreement. B. The Consultant is an independent contractor for purposes of the Oregon Workers' Compensation Law (ORS Chapter 656) and is solely liable for any workers' compensation coverage under this agreement. 6. Employees No person shall be employed for more than eight hours in anyone day, or 40 hours in anyone week, except in cases of absolute necessity, emergency or where the public policy absolutely requires it, and in such cases except in cases of agreements for personal services as defined in ORS 279.051, the laborer shall be paid at least time and a half pay for all overtime in excess of eight hours a day and for work performed on Saturday and on any legal holiday specified in ORS 279.334. Persons who perform work under a personal services agreement shall be paid at least time and a half of all overtime worked in excess of 40 hours in anyone week, except for individuals who are excluded under ORS 653.010 to 653.261 or under 29 U.S.C. ~ ~201 to 209 from receiving overtime. Should Consultant elect to utilize employees on any aspect of this Agreement, Consultant shall be fully responsible for payment of all withholding required by law, including but not limited to taxes, including payroll, income, Social Security (FICA) and Medicaid. Consultant shall also be fully responsible for payment of salaries, benefits, taxes, Industrial Accident Fund contributions and all other charges on account of any employees. Consultant shall pay to the Department of Revenue all sums withheld from employees pursuant to ORS 316.167. All costs incident to the hiring of assistants or employees shall be consultant's responsibility. Consultant shall indemnify, defend and hold City Page 2 - Spencer & Kupper Personal Services Contract -.-'....--y---'......-..'. .,.--.--.. ....._-,~..,~-,._~-_......._.".. harmless from claims for payment of all such expenses. Unless specifically set forth on Exhibit A, expenses relating to items set forth in this paragraph shall not be the basis of additional reimbursement of Consultant. No person shall be denied or subjected to discrimination in receipt of the benefits of any services or activities made possible by or resulting from this Agreement on the grounds of sex, race, color, creed, marital status, age, disability or national origin. Any violation of this provision shall be grounds for cancellation, termination or suspension of the Agreement in whole or in part by City. 7. Indemnity and Insurance Consultant acknowledges responsibility for liability arising out of the performance of this Agreement and shall hold City, its officers, agents, and employees harmless from and indemnify and defend the same of any and all liability, settlements, loss, costs and expenses in connection with any action, suit, or claim resulting or allegedly resulting from Consultant's negligent acts, omissions, activities or services provided pursuant to this Agreement or from Consultant's failure to perform its responsibilities as set forth in this agreement. Consultant, its subcontractors, if any, and all employers working under this Agreement are subject employers under the Oregon Worker's Compensation Law and shall comply with ORS 656.017 which requires workers' compensation coverage for all their subject workers. Consultant shall maintain throughout this Agreement the following insurance: A. Workers' compensation and employers liability insurance as required by the State where the work is performed. B. Comprehensive automobile and vehicle liability insurance covering claims for injuries to members of the public and/or damages to property of others arising from the use of motor vehicles, including on-site and off- site operations, and owned, non-owned, or hired vehicles, with $500,000 combined single limits. C. Commercial general liability insurance covering claims for injuries to members of the public or damage to property of others arising out of any covered negligent act or omission of Consultant or of any of its employees, agents or subcontractors, with $1,000,000 per occurrence and in the aggregate. Page 3 - Spencer & Kupper Personal Services Contract .-r'.'.....-......'............... .-,...''"'-..,... ,~.......".,-_.."..,_.... Except in the case of Workers' compensation insurance, City shall be named as an additional insured with respect to Consultant's insurance coverages identified herein. The coverage provided by these policies shall be primary and any other insurance carried by City is excess. Consultant shall be responsible for any deductible amounts payable under all policies of insurance. 8. Standard of Care In the performance of its professional services, Consultant shall use that degree of care and skill ordinarily exercised under similar circumstances by reputable members of its profession practicing in the State of Oregon. Consultant will reperform any services not meeting this standard without additional compensation. Consultant's reperformance of any services, even if done at City's request, shall not be considered as a limitation or waiver by City of any other remedies or claims it may have arising out of consultant's failure to perform in accordance with the applicable standard of care or this Agreement. 9. Termination This Agreement may be terminated prior to the expiration of the agreed upon terms: A. By mutual written consent of the parties; B. By City for any reason within its sole discretion, effective upon delivery of written notice to Consultant by mail or in person; and C. By Consultant, effective upon seven days prior written notice in the event of substantial failure by City to perform in accordance with the terms through no fault of Consultant. If City terminates the Agreement in whole or in part due to default or failure of Consultant to perform services in accordance with this Agreement, City may procure, upon reasonable terms and in a reasonable manner, services similar to those so terminated. In addition to any other remedies the City may have, Consultant shall be liable for all costs and damages incurred by City in procuring such similar service, and the Agreement shall be in full force to the extent not terminated. Page 4 - Spencer & Kupper Personal Services Contract .-T..........,.....,..... ..-...-...,..-..-.-.....-,..... .."....--... .. If City terminates the Agreement for its own convenience, payment of Consultant shall be prorated to and include the day of termination and shall be in full satisfaction of all claims by Consultant against City under this Agreement. Termination under any provision of this paragraph shall not affect any right, obligation or liability of Consultant or City which accrued prior to such termination. Consultant shall surrender to City items of work or portions thereof for which Consultant has received payment, or City has made payment. City retains the right to elect whether or not to proceed with actual construction of the project. 10. Work is Property of City All work in its original form which is performed or produced by Consultant under this Agreement shall be the exclusive property of City and shall be delivered to City prior to final payment. Any statutory or common law rights to such property held by Consultant as creator of such work shall be conveyed to City upon request without additional compensation. Upon City's approval and provided City is identified in connection therewith Consultant may include Consultant's work in its promotional materials. Drawings may bear a disclaimer releasing the Consultant from any liability for changes made on the original drawings and for reuse of the drawings subsequent to the date they are turned over to City. 11 . Law of Oregon The Agreement shall be governed by the laws of the State of Oregon. The Agreement provisions required by ORS Chapter 279 to be included in public agreements are hereby incorporated by reference and shall become a part of this Agreement as if fully set forth herein. 12. Adherence to law Consultant shall adhere to all applicable federal and state laws, including but not limited to laws, rules, regulations, and policies concerning employer and employee relationships, workers' compensation, and minimum and prevailing wage requirements. Any certificates, licenses or permits which Consultant is required by law to obtain or maintain in order to perform work described on Exhibit A, shall be obtained and maintained throughout the term of this Agreement. 13. Modification Page 5 - Spencer & Kupper Personal Services Contract '----Y--' "''''-_.~"+-'''',,.. "_.._-"'''' ,... ,"..-..",,'-....-.-- Any modification of the provisions of this Agreement shall not be enforceable unless reduced to writing and signed by both parties. A modification is a written document, contemporaneously executed by City and Consultant, which increases or decreases the cost to City over the agreed sum or changes or modifies the scope of service or time of performance. No modification shall be binding unless executed in writing by Consultant and City. 14. Attorneys Fees In the event a suit or action is instituted to enforce any right guaranteed pursuant to this Agreement, the prevailing party shall be entitled to, in addition to the statutory costs and disbursements, a reasonable attorneys fee to be fixed by the trial and appellate courts respectively. 15. Integration This Agreement, including but not limited to Exhibits and Consultant's proposal submitted to City contains the entire and integrated agreement between the parties and supersedes all prior written or oral discussions, representations or agreements. In case of conflict among these documents the provisions of this Agreement shall control. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly appointed officers on the date first indicated below. APPROVED AND ENTERED this 17th day of Apr; 1 , 1997. CITY OF WOODBURN SPENCER & KUPPER ~~rdclJ By: ayor John Spencer Date: A TTEST:--.m ~ ----r:~~ Mary'Te nant, City Recorder City of Woodburn By: Charles Kupper Date: Page 6 - Spencer & Kupper Personal Services Contract .. Deliverables · Provide a briefing packet · Provide an outline of the vision statements, goals and objectives Phase n: Master Plan L Prepare up to 3 alternative diagrams 2. . Prepare up to 3 aoss sections for each alternative 3. Prepare up to 6 pecspective sketches showing the future vision 4. Review with advisory committee S. Conduct an open house 6. Compile information from the open house 7. Refine vision statements 8. Refine the alternatives 9. Prepare an executive summary 10. Review the existing condition 9fthe infrastructure 11. Prepare rough cost esblJVltes for each alternative 12. Prepare an infrastru~ technical memorandum 13: Distn"bute a Phase II briefing packet to the advisory committee 14. Conduct a cbarrette with the advisory committee 15. Select a preferred alternative 16. Refine the preferred alternative 17. Prepare an executive summary for Phase 11 Deliverabks · Provide up to 3 plan di~ 811 "-30'-0" · Provide up to 3 sections for each alternative at 11841= r-O" · Provide up to 6 perspective sketches · Conduct 2 advisol}' committee meetingS · Provide camera ready copy of an executive summary · Provide an infrastructure technical memorandum · Provide a Phase n briefing packet . · Provide 1 plan diagram of the preferred alternative at 1 "=30'-0" · Provide preliminaty cost estimates for the preferred alternative · Provide an executive summary for Phase n . Phase III: Design Standards ud Red.eYdopment Projects . 1. Provide a draft planning and design guidelines technical memorandum 2. Identify redevelopment project potential · Identify potential sites · Discuss opportunities with knowledgeable real estate brokers, developers, and property owners · IdentifY key issues and constraints 2 Attachment IT Y' ""'" ',-- · Develop programs and development objectives for each site 3. Prepare draft technical memorandum on redevelopment project potentials 4. Present draft design guidelines and redevelopment potentials to Advisory Committee . 5. Revise and prepare final planning and design guidelines 6. Revise and prepare final redevelopment project potential , Deliverables · Provide draft and final design guidelines · Provide draft and final redevelopment project potentials · Advisory committee meeting Phase IV: Capital Improvement Program and Implementation Strategy 1. Refine cost estimates for preferred alternative 2. Develop a preliminary funding strategy and phasing plan 3. Develop a draft action plan which: . Steps necessary to implement program . Implementation responsibilities . Short tenn actions necessary to move implementation forward . Key legislative items needed for implementation 4. Meet with the Advisory Committee 5. Refine the funding strategy and phasing plan 6. Prepare capital improvement program for all public projects 7. Prepare improvement schedule . 8. Prepare final action plan 9. Prepare amendments to Chapter 40 of Wood bum's zoning ordinance 10. Prepare 20 'bound copies of a final summary report 11. Attend Planning Commission and City Council hearings Deliverables . Provide a funding strategy . Provide a project phasing plan . Provide a Capital Improvement Program . Provide an Implementation Action Plan . Prepare a final SUtDID8IY report . Prepare amendments to Chapter 40 . Advisory committee meeting . Planning Commission and City Council hearings 3 ,- "-y--' ,... '.... .,.... ""I Schedule The time frame outlined in the RFP appears adequate to undertake and complete a pr:oject of this scope and complexity. The Spenoer &. Kupper Team is available during the next 6 months to give this project high priority. Following is a generalized schedule for beginning and completing major tasks. PROJECT SCHEDULE City ofWoodbum Downtown Development Plan Project Tasks Start End Pha~e r. The Vision Orgal'Jiution and briefing packet March April Advisory committee meeting April Draft vision statements April April Advisory committee charrctte May Pha.(e n: Ma.~ Plan Prepare plan alternatives April May Advisory connnittee review May Open house June Refine alternatives June July Advisory committee charrette July Select/refine preferred alternative July July Phase ill: Desi~ StandardslPrQjects Draft planning and design guidelines July August Id~ redevelopment potential June August Advisory committee review August FinSJli7e standards/projects August August Phase N: ClPlImplementation Preliminary funding strategy June July' Draft action plan July August Advisory committee review August Fmalize plan and recommendations August August Planning Commission/City Council end August A refined work program and detailed schedule, including schedule and preliminary agenda for each advisory committee, charrette and open house win be prepared as the initial tasks ofPbase I. 4 Attachment II '." --"-yo-- .r'EE PROPOSAL The table shown. below descn1>es the hours by phase for each team member, estimated fee and expenses for this project. The total fee proposal is $34,800. LABOR COSTS AND EXPENSES -WOODBURN OOWNTOWN DEVELOPMENT PLAN Team Spcnc:cr &. Kupper Lloyd Lindley ASLA YorldDonovan Hourly Rate $90.00 $85.00 $50.00 Project Tasks Hrs Total., Labor Hrs Toca1. !Us TotaL Labar Labor Phase I: The VISion .w $3.600.00 30 S2.S5O.00 0 SO.OO Phase II: Masfa' Plan 60 $5.400.00 SO $4.250.00 2D 51,000.00 Phase m: StandadslProjects 60 $5,400.00 30 S2.S5O.00 40 $2,000.00 Phase IV: CIPIImplementatioo 60 S5,4OO.OO 10 $850.00 0 $0.00 Subtotal. Labar 220 $19.800.00 120 $10,200.00 60 $3.000.00 ~ S 1.300.00 $400.00 5100.00 Totals. Labar &; Expenses $21,100.00 510.600.00 $3,100.00 Grand Total 534,800.00 s Attachment n '~-.,.".~" "'"