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HomeMy WebLinkAboutDowntown Redevelopment Agreement 1999 FILE COPY STANDARD AGREEMENT FOR PROFESSIONAL SERVICES y THIS AGREEMENT is made on the 3 day of r , 1999 , between the Economic Development Authority of the City of Prioi Lake, Minnesota (hereinafter "EDA"), whose business address is 16200 Eagle Creek Avenue, SE, Prior Lake, MN 553724714, and Hoisington Koegler Group, Inc . , a Minnesota corporation (hereinafter "Consultant") whose business address is 123 North Third Street, Suite 100, Minneapolis, MN, 55401 . PRELIMINARY STATEMENT The EDA has adopted a policy regarding the selection and hiring of consultants to provide a variety of professional services for EDA projects . That policy requires that persons, firms or corporations providing such services enter into written agreements with the EDA. The purposes of this Agreement is to set forth the terms and conditions for the provision of professional services by Consultant for the preparation of a Downtown Redevelopment Plan hereinafter referred to as the "Work" . The EDA and Consultant agree as follows : 1 . Scope of Work. The Consultant agrees to provide professional services in connection with the Work as described and incorporated into this Contract as Exhibit A. 2 . Time for Performance Services. The Consultant shall perform the services described in Exhibit A within the following time frame : January 1 , 1999 through December 31 , 1999 . 3 . Compensation for Services. EDA agrees to pay the Consultant for time and expenses an amount not to exceed $41 , 200 . 00 for the services as described in Exhibit A. A. Any changes in the scope of the work which may result in a change in compensation to Consultant shall require prior written approval by an authorized representative of the EDA or by the EDA. The EDA will not pay additional compensation for services that do not have prior written authorization . Be Special Consultants may be utilized by the Consultant when required by the complex or specialized nature of the Project and when authorized in writing by the EDA. C . EDA agrees to pay Consultant for extra services by the Consultant or Special Consultants when authorized in writing by the EDA . 4 . The EDA agrees to provide the Consultant with the complete information LAECONDEWROFSERV. DOC 1 concerning the Scope of the Work and to perform the following services : A. Access to the Area. Depending on the nature of the Work, Consultant may from time to time require access to public and private lands or property. As may be necessary the EDA shall obtain access to and make all provisions for the Consultant to enter upon public and private lands or property as required for the Consultant to perform such services necessary to complete the Work. Be Consideration for the Consultant ' s Work. The EDA shall give thorough consideration to all reports, sketches, estimates, drawings, and other documents presented by the Consultant, and shall inform the Consultant of all decisions required of EDA within a reasonable time so as not to delay the work of the Consultant . C . Standards . The EDA shall furnish the Consultant with a copy of any standard criteria, including but not limited to, design and construction standards they may require in the preparation of the report for the Project . D . Owner ' s Representative . A person shall be appointed to act as the FDA ' s representative with respect to the work to be performed under this Agreement. He or she shall have complete authority to transmit instructions, receive information, interpret, and define the EDA' s policy and decisions with respect to the services provided or materials, equipment, elements and systems pertinent to the work covered by this Agreement. 5 . Method of Payment. The Consultant shall submit to the EDA, on a monthly basis, itemized bills for professional services performed under Section 4 of this Agreement. Bills submitted shall be paid in the same manner as other claims made to the EDA. A. Progress ss Pa=ent. For work reimbursed on an hourly basis, the Consultant shall indicate for each employee, his or her name, job title, the number of hours worked, rate of pay for each employee, a computation of amounts due for each employee, and the total amount due for each project task. Consultant shall verify all statement submitted for payment in compliance with Minnesota Statutes Sections 471 . 38 and 471 . 391 . For reimbursable expenses, if permitted in Exhibit A, the Consultant shall provide such documentation as reasonably required by the EDA. Be Abandoned or Suspended Work. If any work performed by the Consultant is abandoned or suspended in whole or in part by the EDA, the Consultant shall be paid for any services performed on account of it prior to receipt of written notice from the EDA of such abandonment or suspension, all as shown in Exhibit A . LAECONDEWROFSERV.DOC 2 C . Payments for the Consultant ' s Reimbursable Costs . The Consultant shall be reimbursed for the work of special consultants, as described in Section 313 , and provided for in Section 3C , and for other items when authorized in writing by the EDA. Such items shall include : transportation of principals and employees on special trips to the Project or to other locations, materials and supplies, and AutoCADD as required to expedite the work, and reproduction of reports . 6 . Project Manager and Staffing. The Consultant has designated Mark Koegler and Rusty Fifield to serve on the Project . They shall be assisted by other staff members as necessary to facilitate the completion of the Project in accordance with the terms established herein. Consultant may not remove or replace Mark Koegler or Rusty Fifield from the Project without the approval of the EDA. 7 . Standard of Care. All Work performed pursuant to this Agreement shall be in accordance with the standard of care in Scott County, Minnesota for professional services of the like kind. 8 . Audit Disclosure. The Consultant shall allow the EDA or its duly authorized agents reasonable access to such of the Consultant ' s books and records as are pertinent to all services provided under this Agreement. Any reports, information, data, etc . given to, or prepared or assembled by, the Consultant under this Agreement which the EDA requests to be kept confidential shall not be made available to any individual or organization without the EDA ' s prior written approval . All finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, and reports prepared by the Consultant shall become the property of the EDA upon termination of this Agreement, but Consultant may retain copies of such documents as records of the services provided. 9 . Term. The term of this Agreement shall be from January 1 , 1999 through December 31 , 1999, the date of signature by the parties notwithstanding . This Agreement may be extended upon the written mutual consent of the parties for such additional period as they deem appropriate, and upon the terms and conditions as herein agreed upon. 10 . Termination. This Agreement may be terminated by either party by seven (7) days ' written notice delivered to the other party at the address written above. Upon termination under this provision if there is no fault of the Consultant, the Consultant shall be paid for services rendered and reimbursable expenses until the effective date of termination. If however, the EDA terminates the Agreement because the Consultant has failed to perform in accordance with this Agreement, no further payment shall be made to the Consultant, and the EDA may retain another contractor to undertake or complete the work identified in Exhibit A. If as a result, the EDA incurs total costs for the Work (including payments to both LAECONDEV\PROFSERV.DOC 3 the present contractor and a future contractor) which exceed the maximum amount set forth in Paragraph 3 of this Agreement, then the Consultant shall be responsible for the difference between the cost actually incurred and the Agreement amount. 11 . Subcontractor. The Consultant shall not enter into subcontracts for services provided under this Agreement except as noted in the Scope of Work, without the express written consent of the EDA. The Consultant shall pay any subcontractor involved in the performance of this Agreement in accordance with the provisions set forth in Minnesota Statute § 471 . 425 , Subd . 4a. 12 . Independent Consultant. At all times and for all purposes herein, the Consultant is an independent contractor and not an employee of the EDA . No statement herein shall be construed so as to find the Consultant an employee of the EDA. 13 . Non-Discrimination. During the performance of this Agreement, the Consultant shall not discriminate against any employee or applicants for employment because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, disability, or age. The Consultant shall post in places available to employees and applicants for employment, notices setting forth the provision of this non- discrimination clause and stating that all qualified applicants will receive consideration for employment. The Consultant shall incorporate the foregoing requirements of this paragraph in all of its subcontracts for all work within the scope of this Agreement, and will require all of its subcontractors for such work to incorporate such requirements in all subcontracts for work. 14 . Assignment. Neither party shall assign this Agreement, nor any interest arising herein, without the written consent of the other party. 15 . Services Not Provided For. No claim for services furnished by the Consultant not specifically provided for herein shall be honored by the EDA. 16 . Severability. The provisions of this Agreement are severable. If any portion hereof is, for any reason, held by a court of competent jurisdiction to be contrary to law, such decision shall not affect the remaining provisions of this Agreement. 17 . Entire Agreement. The entire agreement of the parties is contained herein. This Agreement supersedes all oral agreements and negotiations between the parties relating to the subject matter hereof as well as any previous agreements presently in effect between the parties relating to the subject matter hereof. Any alterations, amendments, deletions, or waivers of the provisions of this Agreement shall be valid only when expressed in writing and duly signed by the parties , unless otherwise provided herein. LAECONDEV\PROFSERV.DOC 4 18 . Compliance with Laws and Regulations. In providing services hereunder, the Consultant shall abide by all statutes, ordinances, rules and regulations pertaining to the provisions of services to be provided . Any violation shall constitute a material breach of this Agreement and entitle the EDA to immediately terminate this Agreement . 19 . Waiver. Any waiver by either party of a breach of any provisions of this Agreement shall not affect, in any respect, the validity of the remainder of this Agreement. 20 . Indemnification. Consultant agrees to defend, indemnify and hold the EDA, its officers, and employees harmless from any liability, claims, damages, costs, judgments, or expenses, including reasonable attorney ' s fees, resulting directly or indirectly from an act or omission (including without limitation professional errors or omissions) of the Consultant, its agents, employees, or subcontractors in the performance of the services provided pursuant to this Agreement and against all losses by reason of the failure of said Consultant fully to perform, in any respect, all obligations under this Agreement . 21 . Insurance. A. Worker' s Compensation. The Consultant shall secure and maintain such insurance as will protect Consultant from claims under the Worker' s Compensation Acts and from claims for bodily injury, death, or property damage which may arise from the performance of Consultant ' s services under this Agreement . Be Professional Liability Insurance . The Consultant agrees to provide to the EDA a certificate evidencing that they have in effect, with an insurance company in good standing and authorized to do business in Minnesota, a professional liability insurance policy. Said policy shall insure payment for damage for legal liability arising out of the performance of professional services for the EDA, in the insured ' s capacity as the Consultant, if such legal liability is caused by an error, omission, or negligent act of the insured or any person or organization for whom the insured is legally liable. Said policy shall provide an aggregate limit of $ 1 ,0009000 . 22 . Records Access. The Consultant shall provide the EDA access to any books, documents, papers, and records which are directly pertinent to the specific contract, for the purpose of making audit, examination, excerpts, and transcriptions, for three years after final payments and all other pending matters related to this Agreement are closed. 23 . Ownership of Documents. All plans, diagrams, analyses, reports, and information generated in connection with performance of the Agreement shall become the property of the EDA. The EDA may use the information for its L:\ECONDEV\PROFSERV.DOC 5 purposes . Such use by the EDA shall not relieve any liability on the part of the Consultant. 24 . Governing Law. This Agreement shall be controlled by the laws of the State of Minnesota. Executed as of the day and year first written above . Reviewed for Admi stration : EDA OF PRIOR LAKE D ' ecto Pres ' nt CTpp! as t orm and Execution . ExecutivVrec r City Attorney HOISINGTON KOEGLER GROUP, INC. By . <0 — Its : Acco ting Records Posted . Director of Finance LAECONDEWROFSERV.DOC 6 Exhibit A — Scope of Services — Downtown Prior Lake Development Guide The Work Program that follows will be completed by Hoisington Koegler Group Inc . (HKGi) , Ehlers and Associates and Dale Helimch — Community & Economic Development . 1 .0 Identify what exists... Through the work of this first part of the process , HKGi will begin to understand the forces influencing the project area and the elements of the community that will influence the design of the area . Our investigations at this stage of the project will help to ensure that the plan will be a strong reflection of the community ' s character. This stage of the work includes a tour of the project area with "local experts , " which will provide us with physical and anecdotal information about the area. While we could walk the area on our own , the insight provided by a few "local experts" will provide us with direction that will focus our investigations on key issues . HKGi will review existing plans , studies , reports or other information that might be relevant to the project: We will rely on the City of Prior Lake to provide information that might be important . Areas of concern include current or anticipated plans , activities in adjacent areas , likely opportunities , or areas that might present conflicts . HKGi will review improvement and investment trends and property information to fully understand the potential for redevelopment or reinvestment . At this stage , we will also begin compiling information related to the financing of improvements — vital information as implementation strategies are considered . It will also be important to compile a geographic database of detailed property information including values , permit activity , land use , ownership , etc . A base map will be compiled from information provided by the City of Prior Lake . Features of the project area that were not apparent from information provided by the City will be added to the base map after the tour and site investigations . The specific tasks related to this part of the work program include : 1 . 1 Assemble a preliminary base map of the project area from information provided by the City of Prior Lake . 2 . 2 Review background information provided by the City . 2 . 3 Work with the City to establish a developer panel to act as a project advisor. Throughout the planning process , the developer panel will review concepts and critique plans . The panel' s experience in housing, retail commercial , office and specialty commercial will help ensure that planning concepts have "real world" applications . It is likely that the panel will include a number of developers , each focusing on a different development type or niche . 1 .4 Tour the project area and surrounding areas with "local experts" to understand the physical influences on the project . 1 . 5 Investigate forces that might influence the development guide, including natural forces (vegetation , topography) ; man-made forces (traffic patterns , utilities , existing and planned developments , zoning and ordinances) ; community forces (history, elements of local culture, general safety concerns , relationship with other community features) ; market forces (conditions of the housing, commercial and office uses) ; finance forces (the resources that might be used to ultimately implement the development guide) ; and other influences (views , special features) . 1 1 . 6 Assess the project area in terms of its theme , image and identity , seeking opportunities to capitalize on elements that are meaningful to the community and noting areas that detract from a positive image . 1 . 7 Obtain information related to utilities and other infrastructure to determine constraints posed by those facilities (preliminary assessment) . 1 . 8 Identify aspects of the base map that are incomplete and revise base map to meet actual conditions . 1 . 9 Present information at Workshop One in the form of existing conditions and "opportunities and challenges" graphics . Workshop One is described in Task 2 . 0 . Deliverables : • base map of project area • summary of existing conditions and project influences 2 .0 Understand what is desired.. . HKGi will , in this stage of the process , begin to involve the community directly in the work of defining the future of the downtown area . We will work with city staff to create an appropriate invitation and to craft the process for participation in the workshops . One of the most important elements will be to encourage consistent participation throughout the process — especially by those who might be seen as critical "stakeholders " in the redevelopment process . Workshop One will allow participants to provide direct input into the process . The workshop will involve both small and large group exercises , and a general discussion of issues , needs , desires and character for the downtown area. At this stage, participants will not be creating concepts , they will be providing the foundation on which concepts will be based and beginning to formulate the criteria by which design ideas will be evaluated . They will also be gaining insight into the issues that will be faced as the community moves forward with ultimate implementation of the development guide . It may be useful to meet with key property or business owners outside of the workshop process . While these individuals will be encouraged to participate in that process , they might prefer to remain silent on some issues during a public meeting . Meeting privately with them will give them the opportunity to become more comfortable with the process and the effects that redevelopment might have on their interests . Ultimately , this part of the process will result in a statement of vision and supporting guiding principles . These "tools" will be used to direct the development guide process and to establish baseline criteria for implementation of recommendations . 2 . 1 Work with city staff to advertise workshops and invite participants . 2 . 2 Conduct Workshop One and summarize results . 2 . 3 Meet with key property or business owners ; record results of each meeting . 4 .4 Meet with city staff to review input and clarify issues . 4 . 5 Draft a vision statement and guiding principles for review at Workshop Two . Deliverables : • summary of Workshop One , including a statement of vision and guiding principles • summary of meetings with property owners/developers 2 3 .0 Explore what is possible. . . With the foundation of understanding gained in tasks 1 & 2 , the HKGi team will begin to develop a multi- leveled series of concepts for the project area. Concept development will begin with the "big picture" , looking at land use , densities , pedestrian linkages , transportation , transit, parking patterns and community open space . This level of concept alternatives will discover opportunities that may not be readily apparent; it will allow the community to determine the framework within which their short and long term investments are made ; it will illustrate the long-term vision for the neighborhood and ; it will provide a basis for the next two stages of concept development . The mid-level group of concepts will develop alternatives for the public realm - streetscapes , plazas , alleys , parking lots , Lakefront Park and pedestrian corridors as well as other spaces that interface with the public realm . Concepts will focus on the role of the library and community resource center complex . This level of concept development fits within the broad framework already determined, charts a course for public realm investment and sets the stage for appropriate private sector investment . The final stage of concepts will focus on private sector investments including building form and character, materials and historic appropriateness . This stage of concepts will in some cases address the general project area and in some cases be focussed on targeted properties . Concepts will identify preferred locations for specific land uses and property proposed for public acquisition . It will provide the basis for rehabilitation and redevelopment of multi and single family housing and commercial properties . Within each level of concept development, alternatives might have different implications in terms of aesthetics and design standards ; land use/activity considerations ; patterns of redevelopment ; streetscape patterns ; relationship to other community features ; transit ; function ; cost ; or the means of implementation . Alternative concepts will be presented at Workshops Two and Three . Participants in these sessions will be asked to evaluate the range of alternatives , and identify their preferred set of alternatives (or the best aspects of any alternative) . Tasks : 3 . 1 Explore the broadest range of possible solutions at each level of concept development . 3 . 2 Meet with the developer panel to review the alternative concept plans and strategies . 3 . 3 Meet with the EDA and City staff to preview alternatives prior to Workshops Two and Three . 3 .4 Present the "big picture" set of alternatives at Workshop Two, allowing for active critique of the alternatives by the neighborhood and business representatives and summarize results . 3 . 5 Present the public realm and private sector sets of alternatives at Workshop Three, allowing for active critique of the alternatives by the neighborhood and business representatives and summarize results . 3 . 6 Meet with the City to review workshop results and clarify directions . Deliverables : • concept alternatives at each of the three levels • summary of Workshops Two and Three 3 4 .0 Describe how the area will look and function. . . Once the community has selected a direction , HKGi will refine the development guide to reflect the level of detail needed to ensure continuity through implementation . The guide will reflect anticipated uses ; vehicle and pedestrian circulation systems ; transit considerations ; qualities of public and private spaces , the character and location of special features that might convey a stronger sense of community than what exists . The development guide may be demonstrated using a variety of techniques , including drawings , illustrations , diagrams , or other graphics . Emphasis will be placed on development of materials that communicate the essential ideas and provide a "tool " to direct implementation efforts that meet the community ' s vision for the downtown area. Finally , general redevelopment costs will be framed to aid in the definition of an implementation strategy . 1 . 1 Refine the preferred alternative (or combination of alternatives) into a final master plan . 1 . 2 Meet with the developer panel to review the preferred alternative . 4 . 2 Illustrate critical character elements and features . 4 . 3 Develop costs estimates based on the master plan . 4 .4 Meet with city staff to review the design, and make adjustments as required . Deliverables : • summary of meetings with affected property owners • development guide plan illustrating land use modifications ; concept level depictions of development character; a description (verbal and graphic) of various elements of the plan ; the relationship of the master plan to other community features and resources ; the relationship between housing and proposed retail uses , and illustrations , diagrams , renderings or graphics necessary to communicate the qualities , character and form of development . 5 .0 Define the next steps. . . The development guide is only a "paper plan" at this point in the process . It is expected that the community will not (and should not) be capable of implementing every aspect of the plan on its own or all at once, and that others , developers and current business owners will need to be a part of the implementation equation . In fact, it is easy to predict the first question to be asked at a public presentation of the final master plan : "It looks great, but who is going to pay for it?" The last phase of this project will outline the steps necessary to carry the plan forward to implementation — answering that most basic question . HKGi will work with the city to define the responsibilities and procedures for implementation of the ideas generated during the master plan process and to outline the process , timing , funding options and priority of the various elements of the plan . Most important, HKGi will identify likely "first step" projects and the process necessary for making those projects a reality . 5 . 1 Outline specific steps , working with the city , for implementing the development guide . 5 . 2 Identify and describe "first step" projects . Deliverables : • implementation strategy 4 • description of "first step" projects 6 .0 Agree to move forward . . . To conclude the development guide process , it is appropriate to present the entire effort to the community . As much as this is the final checkpoint for the guide , it is also the community ' s chance . to see the full results of their participation in the planning process . This presentation , in many ways , becomes the celebration of the completion of the guide and the commencement of implementation actions according to the community ' s vision . The commitment to the master planning process by the community through the workshop process should translate into a plan that is well supported . To keep the project moving, it must become city policy . Several city authorities could informally review the guide at the community presentation , but the Economic Development Authority , City Council and Planning Commission must recognize this as the official plan for the downtown area. Ultimately , this development guide could be incorporated into the city ' s Comprehensive Plan , guaranteeing the directions that it sets are the policy the city pursues and that the results match the community ' s vision . HKG1 will prepare a final development guide report that summarizes the process and describes the vision and guiding principles , the land use plan concept and the character of development , strategies for implementation , and the "first step" projects . The report will include all findings and recommendations , with illustrations , diagrams , charts , plans and other graphics to support the text of the report . 6 . 1 Present the development guide including the implementation strategy to the community . 6 .2 Prepare summary report including the process , community input, master plan graphics , workshop summaries , and implementation strategy . 6 . 3 Attend public hearings for plan approval at EDA and City Council meetings . Deliverables : • summary report Schedule In order to be successful , the Prior Lake Downtown Development Guide will require the involvement of a number of stakeholders . A project that involves significant public participation requires the establishment of a sensitive schedule that accommodates convenient meeting times that are properly spaced and not in conflict with other community events . Participants in the planning process need time to fully consider the actions proposed and to evaluate directions for change . They are also volunteers in the process and their private commitments need to be considered to ensure that they can fully participate . The following schedule has been established based on conversations with City staff. 5 Downtown Prior Lake Development Guide Proi ect Schedule IF I. Flell IF III Ile '. VV mme 11 110, me me 10 IF Task ell 1:0 Identif.le.aI mel lmy what exists. . . lee Fe eIlF l, Task 2 . Q 16 ler erem 1 tantl IF what is desiretl: . . TaslIIVk II VI lI V 3- IIe0 I6 F Explore IhaE- is. possible . . : TI I ask 4.0r I r me Desme dribb .the Look and function .... i Task 5 0 Defi99 ne the next step9 9 s% . . Task :6 .0 ' Agre"e to move forward. . .