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HomeMy WebLinkAboutProfessional Services Agreement - Elaine Howard Consulting LLC UGB Amendment PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement(this"Agreement") is dated February 15, 2022 but made effective for all purposes as of the Effective Date(as defined below) between the Central Point Urban Renewal Agency("Agency"),whose address is 140 S 3`d Street,Central Point,Oregon 97502,and Elaine Howard Consulting, LLC("Contractor"),an Oregon limited liability company,whose address is 4763 SW Admiral Street, Portland,Oregon 97221. RECITAL: Agency desires to contract with Contractor to perform certain urban renewal consulting services. Subject to the terms and conditions contained in this Agreement,Contractor will perform the Services(as defined below)for and on behalf of Agency. AGREEMENT: NOW,THEREFORE, in consideration of the parties' mutual obligations contained in this Agreement,and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the parties hereto hereby agree as follows: 1. Contractor Services. 1.1 Services. Subject to the terms and conditions contained in this Agreement,Contractor will perform the following services for and on behalf of Agency(collectively,the"Services"): (a)those services identified in Contractor's scope of work titled "Central Point Urban Renewal Substantial Amendment Scope and Budget" attached hereto as Exhibit A(the"Scope of Work"). 1.2 Subcontractors. Subject to the terms and conditions contained in this Agreement, Contractor will contract with Tiberius Solutions, LLC("Subcontractor"),an Oregon limited liability company,to perform certain portions of the Services as identified in the Scope of Work. Except as expressly provided in the immediately preceding sentence, Contractor is not permitted to subcontract and/or assign all or any part of the Services without Agency's prior written consent. Agency's consent to Contractor's subcontract with Subcontractor and all other proposed subcontracts and/or assignment of Services by Contractor is conditioned on (in addition to any other condition that Agency may reasonably impose)the following: (a)Contractor demonstrating to Agency that Subcontractor and any other subcontractor/assignees (if any) is capable of successfully performing the identified Services in accordance with this Agreement;and (b)Subcontractor and/or the subcontractor/assignee agreeing in writing to comply with and be bound by all the terms and conditions contained in this Agreement. 2. Compensation. 2.1 Compensation. Subject to the terms and conditions contained in this Agreement, in consideration of Contractor's timely performance of the Services in accordance with this Agreement, Agency will pay Contractor for the Services at the hourly rates and fees identified in the Scope and Budget. Contractor will submit monthly invoices to Agency concerning the Services performed by Contractor during the immediately preceding month (each an "Invoice"). Subject to the terms and conditions contained in this Agreement,Agency will pay the amount due under each Invoice within thirty(30) days after Agency has reviewed and approved the Invoice. No compensation will be paid by 1-PROFESSIONAL SERVICES AGREEMENT Agency for any portion of the Services not performed. Agency's payment will be accepted by Contractor as full compensation for performing subject Services. Notwithstanding anything contained in this Agreement to the contrary,the compensation payable by Agency under this Agreement for performance of the Services will not exceed the amount(s)Agency and Contractor agree upon in the applicable Request for Services; provided, however, in no event will total compensation payable by Agency under this Agreement exceed$32,400.00. 2.2 No Benefits; No Reimbursement. Agency will not provide any benefits to Contractor, and Contractor will be solely responsible for obtaining Contractor's own benefits, including,without limitation, insurance, medical reimbursement,and retirement plans. Contractor will provide, at Contractor's cost and expense,all materials,equipment,and supplies necessary or appropriate to perform the Services. Agency will not reimburse Contractor for any expenses Contractor incurs to perform the Services. 3. Relationship. 3.1 Independent Contractor. Contractor is an independent contractor of Agency. Contractor is not an employee of Agency. Contractor will be free from direction and control over the means and manner of performing the Services,subject only to the right of Agency to specify the desired results. This Agreement does not create an agency relationship between Agency and Contractor and does not establish a joint venture or partnership between Agency and Contractor. Contractor does not have the authority to bind Agency or represent to any person that Contractor is an agent of Agency. Contractor has the authority to hire other persons to assist Contractor in performing the Services(and has the authority to fire such persons). 3.2 Taxes: Licenses. Agency will not withhold any taxes from any payments made to Contractor,and Contractor will be solely responsible for paying all taxes arising out of or resulting from Contractor's performance of the Services, including,without limitation, income,social security,workers' compensation,and employment insurance taxes. Contractor will be solely responsible for obtaining all licenses,approvals,and certificates necessary or appropriate to perform the Services. 4. Representations:Warranties:Covenants. In addition to any other Contractor representation,warranty,and/or covenant made in this Agreement,Contractor represents,warrants,and covenants to Agency as follows: 4.1 Authority; Binding Obligation; Conflicts. Contractor is duly organized,validly existing, and in good standing under applicable Oregon laws. Contractor has full power and authority to sign and deliver this Agreement and to perform all Contractor's obligations under this Agreement. This Agreement is the legal,valid,and binding obligation of Contractor, enforceable against Contractor in accordance with its terms. The signing and delivery of this Agreement by Contractor and the performance by Contractor of all Contractor's obligations under this Agreement will not(a) breach any agreement to which Contractor is a party,or give any person the right to accelerate any obligation of Contractor, (b)violate any law,judgment,or order to which Contractor is subject,or(c) require the consent,authorization,or approval of any person,including,without limitation,any governmental body. 4.2 Quality of Services. Contractor will perform the Services to the best of Contractor's ability,diligently, in good faith, in a professional manner,free from errors,omissions, and/or defects, 2-PROFESSIONAL SERVICES AGREEMENT and consistent with the terms and conditions contained in this Agreement and the Scope of Work. The Services will be performed in accordance with the Laws (as defined below). Contractor will be solely responsible for the Services. Contractor will make all decisions called for promptly and without unreasonable delay. All materials and documents prepared by Contractor will be accurate, complete, unambiguous, prepared properly,and in compliance with the Laws. 4.3 Insurance. During the term of this Agreement,Contractor will obtain and maintain, in addition to any other insurance required under this Agreement,the following minimum levels of insurance: (a)general liability insurance for any and all losses or claims arising out of or related to Contractor's performance of its obligations under this Agreement(including,without limitation, damages as a result of death or injury to any person or destruction or damage to any property)with limits of not less than $1,000,000 per occurrence,$2,000,000 in the aggregate; (b)comprehensive automobile liability insurance for all owned, non-owned,and hired vehicles that are or may be used by Contractor in connection with Contractor's performance of the Services with limits of not less than $1,000,000 per occurrence,$2,000,000 in the aggregate which may be reached through an umbrella policy; (c) professional liability insurance with limits of not less than$1,000,000 per occurrence, $2,000,000 in the aggregate;and (d)workers'compensation insurance in form and amount sufficient to satisfy the requirements of applicable Oregon law. Each liability insurance policy required under this Agreement will be in form and content satisfactory to Agency,will list Agency and Agency's Representatives(as defined below)as additional insureds.The insurance Contractor is required to obtain under this Agreement may not be cancelled without ten (10)days' prior written notice to Agency. Contractor's insurance will be primary and any insurance carried by Agency will be excess and noncontributing. Contractor will furnish Agency with appropriate documentation evidencing the insurance coverage(and endorsements).Contractor is required to obtain under this Agreement upon Contractor's execution of this Agreement and at any other time requested by Agency. 4.4 Indemnification. Contractor will defend, indemnify, and hold Agency,and each present and future Agency employee,officer, agent,and representative(collectively, "Agency's Representatives"), harmless for,from,and against all claims,actions, proceedings,damages, liabilities, injuries, losses,and expenses of every kind,whether known or unknown, including,without limitation, attorney fees and costs, resulting from or arising out of,whether directly or indirectly,the following: (a) damage, injury, and/or death to person or property caused directly or indirectly by Contractor(and/or Contractor's members, managers, officers,agents,employees, representatives,and/or contractors); (b) Contractor's failure to pay any tax arising out of or resulting from the performance of the Services; and/or(c)Contractor's breach and/or failure to perform any Contractor representation,warranty, covenant, and/or obligation contained in this Agreement. 5. Term;Termination. 5.1 Term of Agreement. Subject to the terms and conditions contained in this Agreement, the term of this Agreement commenced on the Effective Date and will remain in full force and effect until December 31, 2022, unless sooner terminated as provided in this Agreement. This Agreement may be extended for one additional term of one year by the parties' mutual written agreement. 5.2 Termination by Mutual Agreement or Agency's Prior Notice. Notwithstanding anything contained in this Agreement to the contrary,this Agreement may be terminated (a) at any time by the 3-PROFESSIONAL SERVICES AGREEMENT mutual written agreement of Agency and Contractor,and/or(b) by Agency for convenience and without cause by giving thirty(30)days' prior written notice of such termination to Contractor. 5.3 Immediate Termination. Notwithstanding anything contained in this Agreement to the contrary,Agency may terminate this Agreement immediately upon notice to Contractor upon the happening of any of the following events: (a)Contractor engages in any form of dishonesty or conduct involving moral turpitude related to Contractor's independent contractor relationship with Agency or that otherwise reflects adversely on the reputation or operations of Agency; (b) Contractor fails to comply with any applicable law related to Contractor's independent contractor relationship with Agency;(c)continuous and repeated problems occur in connection with the performance of the Services; and/or(d) Contractor breaches and/or otherwise fails to perform any Contractor representation,warranty,covenant, and/or obligation contained in this Agreement. The determination as to whether any of the aforementioned events have occurred will be made by Agency in Agency's sole discretion. 5.4 Consequences of Termination. Upon termination of this Agreement,Agency will not be obligated to reimburse or pay Contractor for any continuing contractual commitments to others or for penalties or damages arising from the cancellation of such contractual commitments. Within a reasonable period of time after termination of this Agreement (but in no event later than five days after termination), Contractor will deliver to Agency all materials and documentation, including raw or tabulated data and work in progress, related to or concerning the Services. Termination of this Agreement by Agency will not constitute a waiver or termination of any rights,claims,and/or causes of action Agency may have against Contractor. 5.5 Remedies. If a party breaches or otherwise fails to perform any of its representations, warranties,covenants,and/or obligations under this Agreement,the non-defaulting party may, in addition to any other remedy provided to the non-defaulting party under this Agreement, pursue all remedies available to the non-defaulting party at law or in equity. All available remedies are cumulative and may be exercised singularly or concurrently. 6. Miscellaneous. 6.1 Severability:Assignment: Binding Effect. Each provision contained in this Agreement will be treated as a separate and independent provision. The unenforceability of any one provision will in no way impair the enforceability of any other provision contained herein. Any reading of a provision causing unenforceability will yield to a construction permitting enforcement to the maximum extent permitted by applicable law. Subject to Section 1.4 and this Section 6.1,Contractor will not subcontract or assign any of Contractor's rights and/or obligations under this Agreement to any person. Subject to the immediately preceding sentence,this Agreement will be binding on the parties and their respective heirs, personal representatives,successors,and permitted assigns,and will inure to their benefit. This Agreement may be amended only by a written agreement signed by each party. This Agreement will be deemed binding and effective for all purposes as of the date this Agreement is fully executed by the parties (the"Effective Date"). 6.2 Attorney Fees: Dispute Resolution. If any arbitration or litigation is instituted to interpret,enforce,and/rescind this Agreement, including,without limitation,any proceeding brought under the United States Bankruptcy Code,the prevailing party on a claim will be entitled to recover with respect to the claim, in addition to any other relief awarded,the prevailing party's reasonable attorney 4-PROFESSIONAL SERVICES AGREEMENT fees and other fees,costs,and expenses of every kind, including,without limitation, costs and disbursements specified in ORCP 68 A(2), incurred in connection with the arbitration,the litigation,any appeal or petition for review,the collection of any award, or the enforcement of any order,as determined by the arbitrator or court. If any claim,dispute,or controversy arising out of or related to this Agreement occurs (a "Dispute"),Agency and Contractor will exert their best efforts to seek a fair and prompt negotiated resolution of the Dispute and will meet at least once to discuss and seek a resolution of the Dispute. If the Dispute is not resolved by negotiated resolution, either party may initiate a suit,action,arbitration,or other proceeding to interpret,enforce,and/or rescind this Agreement. 6.3 Governing Law:Venue. This Agreement is governed by the laws of the State of Oregon, without giving effect to any conflict-of-law principle that would result in the laws of any other jurisdiction governing this Agreement. Any action or proceeding arising out of this Agreement will be litigated in courts located in Jackson County,Oregon. Each party consents and submits to the jurisdiction of any local,state,or federal court located in Jackson County,Oregon. 6.4 Attachments: Further Assurances: Notices. Any exhibits,schedules, instruments, documents, and other attachments referenced in this Agreement are part of this Agreement. If any provisions contained in an attached exhibit,schedule, instrument,document, and/or other attachment conflicts with this Agreement,the provisions of this Agreement will control. The parties will sign other documents and take other actions reasonably necessary to further effect and evidence this Agreement. Time is of the essence with respect to Contractor's performance of its obligations under this Agreement. All notices or other communications required or permitted by this Agreement must be in writing, must be delivered to the parties at the addresses set forth above,or any other address that a party may designate by notice to the other party,and are considered delivered upon actual receipt if delivered personally, by fax or email transmission (with electronic confirmation of delivery),or by a nationally recognized overnight delivery service,or at the end of the third business day after the date of deposit if deposited in the United States mail, postage pre-paid,certified, return receipt requested. 6.5 Waiver: Entire Agreement. No provision of this Agreement may be modified,waived,or discharged unless such waiver, modification,or discharge is agreed to in writing by Agency and Contractor. No waiver of either party at any time of the breach of,or lack of compliance with,any conditions or provisions of this Agreement will be deemed a waiver of other provisions or conditions hereof. This Agreement contains the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and contains all the terms and conditions of the parties' agreement and supersedes any other oral or written negotiations,discussions, representations,or agreements. Contractor has not relied on any promises,statements, representations,or warranties except as set forth expressly in this Agreement. 6.6 Person: Interpretation: Execution. For purposes of this Agreement,the term "person" means any natural person,corporation, limited liability company, partnership,joint venture,firm, association,trust, unincorporated organization,government or governmental agency or political subdivision,or any other entity. All pronouns contained herein and any variations thereof will be deemed to refer to the masculine,feminine,or neutral,singular or plural,as the identity of the parties may require. The singular includes the plural and the plural includes the singular. The word "or" is not exclusive. The words"include," "includes," and "including" are not limiting. The titles,captions,or headings of the sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. The parties may execute this 5-PROFESSIONAL SERVICES AGREEMENT Agreement in separate counterparts,each of which when executed and delivered will be an original, but all of which together will constitute one and the same instrument. IN WITNESS WHEREOF,the undersigned have caused this Agreement to be binding and effective for all purposes as of the Effective Date. AGENCY: CONTRACTOR: Central Point Urban Renewal Agency Elaine Howard Consulting, LLC an Oregon limited liability company (7/tt/7c Pkr'//c By:Christopher S. Clayton By: Elaine E. Howard, Member City Manager Central Point, Oregon � Date: /6—' �'i' ' � Date: February 15,2022 6-PROFESSIONAL SERVICES AGREEMENT ELAINE HOWARD CONSULTING, LLC � Y TIBERS SOLUTIINUS Central Point Urban Renewal Substantial Amendment Scope and Budget Central Point Urban Renewal Scope of Work Proposal Overview The City of Central Point Urban Renewal Agency (Agency) has asked for a scope of work for an amendment to the existing urban renewal plan to add property and projects and complete other plan updating. This will require a substantial amendment to the plan. A substantial amendment requires the same notice, hearing, and approval procedure required of the original plan. The approval process shall also include public involvement, consultation with taxing districts, presentation to the Planning Commission and adoption by the City Council by non-emergency ordinance after hearing notice of which is provided to individual households within the City of Central Point. Elaine Howard and Scott Vanden Bos of Elaine Howard Consulting, LLC (Consultant)will work on this project teaming with Tiberius Solutions LLC for financial analysis as required by statute. The budget for a substantial amendment is $32,400 which includes a $2,000 continency. The process would begin with a staff briefing and a city council briefing to go over the process and timeline. Consultant shall provide: 1. Preparation of all documents including: ■ Urban Renewal Plan Amendment ■ Report on Urban Renewal Amendment ■ Q and A on the Proposed Urban Renewal Plan Amendment ■ Urban Renewal Agency Report ■ Planning Commission Report ■ Taxing Jurisdictions Memorandum (this doubles as the report for the County Commission) ■ Concurrence resolutions for Taxing Districts for public building ■ City Council Report ■ City Council Ordinance ■ Notice for Open Public Meeting ■ Notice for Planning Commission Meeting ■ Notice for City Council Meeting ■ Notice of Adoption ■ Letter of transmittal to County Assessor/Recorder 1 Central Point Urban Renewal Scope of Work ■ Copies of our GIS shapefiles • A copy of our Excel financial spreadsheet 2. Meetings: (2) Meetings for defining components of amendment with Central Point staff Meeting for describing amendment components (City Council/Agency(1 virtually)) Staff and Public meetings ■ Telephone meetings with Central Point staff(6) ■ Preparation of materials for online Open House and attendance at one meeting if desired (virtually) Required Adoption meetings attendance ■ Urban Renewal Agency (1 virtual meeting) ■ County Commission (1 virtual meeting) ■ Planning Commission (1 virtual meeting) -This is not a required public hearing, nor a land use action. However, we recommend the Planning Commission take testimony if people desire to provide testimony. Their specific role is to find the urban renewal plan in conformance with the comprehensive plan. ■ City Council (1 virtual meeting, attended by consultant with notice to all citizens of Central Point. Additional meetings will be approximately $500 - 1,000 each, depending on the amount of preparation time required for the meeting and which consultants attend. The additional cost for an in person meeting versus a virtual meeting is approximately $800. 2 Central Point Urban Renewal Scope of Work The City of Central Point will provide: • Analysis of maximum indebtedness used at the end for FY 2020/21. (if you do not have this, it will be a contract add-on for us to complete the analysis) • Budget for FY 2021/22. • Transmission to consultant of existing plans including the Transportation System Plan, Comprehensive Plan, Economic Development Plan, if applicable, any applicable master plans that identify blighting conditions in the Area. • Confirmation of boundary, with consultant assistance, including tax lots and right of way of the Area. • Information on projects to be included in the Plan including provision of project descriptions and rough cost estimates, with consultant assistance. • Information on any known potential development in Area which will increase the assessed value of the Area if necessary for financial analysis. • Meeting space for all meetings and copying of documents for all meetings. • Costs for publishing notice for all meetings (open public meeting and planning commission meetings). Notice language provided by consultant. • Preparation and mailing of super-notice required for the city council meeting to review and vote on a new urban renewal plan and report (utility bills is most cost effective). Notice language provided by consultant. • Printing and mailing of taxing jurisdictions letters. Letter prepared by consultant. • Preparation of legal description for Area. (There will be a cost for this item for the city contract with a consultant to prepare the legal description) • Publish notice of adoption. • Record plan on adoption. Recording cover letter provided by consultant. • Legal counsel review of documents. 3 Central Point Urban Renewal Scope of Work Proposed Budget Substantial Amendment $32,400 Amend Meetings Agency TD CC Notices/ Central Point Billing rate ment and Prep Report PC Report Report letter report Ordinance Total Hours Total Cost Elaine Howard,Principal 210.00 10 17.00 101 1 1 1 31 31 46.001 $9,660 Scott Vanden Bos 160.00 10 23.00 20! 2 2 6 11 11 65.001 $10,400 Nick Popenuk 170.00 8.00 20 1 I 28.001 $4,7601 Ali Danko 120.00 30 1 r 30.001 $3,6001 Rob Wyman 110.00 18 1 1 18.001 $1,9801 Total Hours 20 48.00 98 3 3! 7 41 41 187 Total Costs $3,700 $8,610 $14,280 $530 $5301 $1,170 $7901 $790M0,400 contingency 1 I I I $2,0001 Total I . I I I $32,4001 Timeline Substantial Amendment - Due to the required steps in ORS 457, this takes approximately 6 months to complete. If additional public input is desired, the process will take longer depending on the type of input desired. 4l um,VIIIiill, 4