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HomeMy WebLinkAbout6B(1) �SpUT$8 Department of - Community Investment 1a6s Memorandum Wednesday, December 3, 2014 TO: Redevelopment Commission FROM: Jitin Kain .ve, SUBJECT: Professional Services Agreement with Torti Gallas & Partners The implementation of the City's Smart Streets Plan will soon lead to two way traffic in downtown. A portion of this conversion has already taken place with William and Lafayette being converted into two way recently. In 2015 and 2016,the remainder of the one way streets in downtown are expected to be converted back to two way. The likelihood of two way traffic creates some interesting development opportunities on vacant and underutilized land in downtown. Once such possibility is South of Memorial Hospital by the proposed Marion and Michigan Roundabout. A roughly two block area bounded by LaSalle Street to the South and Marion to the North could be an opportunity for a mixed use project. Commission staff along with Memorial Hospital would like to explore the possibility of the scale,type and architecture of a mixed use project on the aforementioned site. Attached you will find a professional services agreement with Torti Gallas & Partners, a nationally renowned urban design and planning firm, for the development of concept drawings for the two blocks between LaSalle and Marion. Memorial Hospital is the primary landowner of these lots and has agreed to split the cost of the professional services, reimbursing the Commission for half the contract amount. Staff requests approval of the attached professional services agreement in an amount not-to-exceed $26,673.34 from the River West Development Area. 227 W.JEFFERSON BLVD. SOUTH BEND, IN 46601 1 P: 574-235-9371 1 FAX: 574-235-9021 1 SOUTHBENDIN.GOV AGREEMENT FOR PROFESSIONAL SERVICES BY AND BETWEEN THE CITY OF SOUTH BEND, INDIANA AND TORTI GALLAS & PARTNERS THIS AGREEMENT is made effective the 11th day of December, 2014, by and between the City of South Bend, Indiana, Department of Community Investment, acting by and through the South Bend Redevelopment Commission (the "City") and Torti Gallas & Partners having their principal place of business at 1300 Spring Street, 4th Floor, Silver Spring, Maryland 20910 (the "Contractor"). For and in consideration of the mutual covenants and promises contained herein, the City and the Contractor hereby agree as follows: Section 1. Duties of the Contractor. The Contractor shall provide the Services which are more particularly described at Exhibit "A" attached hereto and incorporated herein. The Contractor shall execute its responsibilities by following and applying at all times the highest professional and technical guidelines and standards. Section 2. Consideration. The Contractor will be paid as set forth at Exhibit "A". The total consideration under this Agreement shall not exceed the sum of Twenty six thousand six hundred seventy three and 34/100 ($26,673.34). Any payment that the City may deny or withhold or delay shall not be subject to penalty or interest pursuant to Indiana Code §5-17-5. Section 3. Term. This Agreement shall be effective for a period of twelve (12) months commencing on December 11, 2014 (the "Effective Date") and shall end on December 11, 2015 (the "Expiration Date"). Section 4. Assignment; Successors. The Contractor shall not assign or subcontract the whole or any part of this Agreement without the prior written consent of the City. Section 5. Changes in Scope of Services. The Contractor understands and agrees that it shall not commence any additional work or change the scope of the Services provided unless authorized in writing by the City. No claim for additional compensation shall be made by Contractor in the absence of prior written approval by the City. l Section 6. Reversion of Assets. ;1 At the conclusion, cancellation, assignment or termination of this Agreement, all work product in whatever form, written, electronic, or otherwise, shall be delivered to the City, and the Parties hereby agree the City and not the Contractor or any of the Contractor's subcontractors or agents, has any ownership interest in the work performed as part of this Agreement. Section 7. Relationship/Independent Contractor. Both parties, in the performance of this Agreement, shall act in an individual capacity and not as agents, employees, partners, joint venturers or associates of one another. The employee(s) or agent(s) of one party shall not be deemed or construed to be the employee(s) or agent(s) of the other party for any purpose whatsoever. Neither party will assume liability for any injury (including death) to any person(s), or damage to any property, arising out of the acts or omissions of the agents, employees or subcontractors of the other party. The Contractor shall be solely responsible for providing all necessary unemployment and workers' compensation insurance for the Contractor's employees. Contractor is solely responsible for compliance with federal, state and local laws and regulations relating to taxes and social security payments that may be required to be made in connection with the compensation provided under this Agreement. The City, however, may file informational returns with the United States Internal Revenue Service or similar state agency regarding payment made to Contractor in accordance with this Agreement under conditions imposed by federal, state or local laws applicable to such payment. The City shall provide IRS Form 1099 if applicable. Section 8. Funding Cancellation and Payments. In accordance with I.C. 36-1-12.5-5(d)(4), payments by the City are subject to appropriation by the South Bend Redevelopment Commission. Section 9. Non-Collusion and Acceptance. The undersigned attests, subject to the penalties for perjury, that he/she is the Contractor, or that he/she is the properly authorized representative, agent, member or officer of the Contractor, that he/she has not, nor has any other member, employee, representative, agent or officer of the Contractor, directly or indirectly, to the best of the undersigned's knowledge, entered into or offered to enter into any combination, collusion or agreement to receive or pay, and that he/she has not received or paid, any sum of money or other consideration for the execution of this Agreement other than that which appears upon the fact of this Agreement. Section 10. E-Verify. The Contractor affirms under the penalties of perjury that he/she/it does not knowingly employ an unauthorized alien. The Contractor shall enroll in and verify the work eligibility status of all his/her/its newly hired employees through the E-Verify program as defined in IC 22-5-1.7-3. The Contractor shall not knowingly employ or contract with an unauthorized alien. The Contractor shall not retain an employee or contract with a person that the Contractor subsequently learns is an unauthorized alien. The Contractor is not required to participate in the E-Verify program should the E-Verify program cease to exist. Additionally, the Contractor is not required to participate if the Contractor is self-employed and does not employ any employees. The Contractor shall require his/her/its subcontractors, who perform work under this contract, to certify to the Contractor that the subcontractor does not knowingly employ or contract with an unauthorized alien and that the subcontractor has enrolled and is participating in the E-Verify program. The Contractor agrees to maintain this certification throughout the duration of the term of a contract with a subcontractor. The City may terminate for default if the Contractor fails to cure a breach of this provision no later than thirty (30) days after being notified by the City. Section 11. Minority and Womens Enterprise Diversity Development. Persons, partnerships, corporations, associations, or joint venturers awarded a contract by the City of South Bend through its agencies, boards, or commissions shall not discriminate against any employee or applicant for employment in the performance of a City contract with respect to hire, tenure, terms, conditions, or privileges of employment, or any matter directly or indirectly related to employment because of race, sex, religion, color, national origin, ancestry, age, or disability that does not affect that person's ability to perform the work. In awarding contracts for the purchase of work, labor, services, supplies, equipment, materials, or any combination of the foregoing including, but not limited to, public works contracts awarded under public bidding laws or other contracts in which public bids are not required by law, the City, its agencies, boards, or commissions may consider the Contractor's good faith efforts to obtain participation by those Contractors certified by the State of Indiana as a Minority Business ("MBE") or as a Women's Business Enterprise ("WBE") as a factor in determining the lowest, responsible, responsive bidder. In no event shall persons or entities seeking the award of a City contract be required to award a subcontract to an MBE/WBE; however, it may not unlawfully discriminate against said WBE/MBE. A finding of a discriminatory practice by the City's MBE/WBE Utilization Board shall prohibit that person or entity from being awarded a City contract for a period of one (1) year from the date of such determination, and such determination may also be grounds for terminating the contact for which the discriminatory practice or noncompliance pertains. 1 Notwithstanding the foregoing, the award and performance of all City contracts shall comply with applicable federal, state, and local laws. Section 12. Signing Authority. The person signing on behalf of the Contractor represents that he/she has been duly authorized to execute this Agreement on behalf of the Contractor, and has obtained all necessary and applicable approvals to make this Agreement fully binding upon the Contractor after acceptance by the City. Section 13. Drug-Free Workplace. The Contractor hereby agrees to make a good faith effort to provide and maintain a drug-free workplace. The Contractor will give written notice to the City within ten (10) days after receiving actual notice that the Contractor or an employee of the Contractor within the State of Indiana has been convicted of a criminal drug violation occurring in the workplace. Section 14. Governing Law; Compliance with Laws. This Agreement shall be construed and interpreted according to the laws of the State of Indiana. The Contractor agrees to comply with all applicable federal, state and local laws, rules, regulations and ordinances, and all provisions required thereby are hereby incorporated herein by reference. The Contractor shall comply with federal, state and local law in its hiring and employment practices and policies for any activity covered by this Agreement. Further, the City shall not be required to pay for Services that are inconsistent with or in violation of this Agreement nor for any Services performed in violation of federal, state or local statute, ordinance, rule or regulation. Section 15. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the Parties as to the subject matter hereof, and merges and supersedes all prior discussions, agreements, and understanding of any and every nature between them. (Remainder of page intentionally left blank) a IN WITNESS WHEREOF, the Parties hereto, through their duly authorized representatives, have caused this Agreement to be executed as of the day and year first written above. The parties have read and understand the foregoing terms of this Agreement and do, by their respective signatures hereby agree to its terms. Torti Gallas & Partners By: CITY OF SOUTH BEND, DEPARTMENT OF REDEVELOPMENT Signature Printed Name and Title South Bend Redevelopment Commission ATTEST: Signature Printed Name and Title South Bend Redevelopment Commission Signature Page to Service Agreement by and between Redevelopment Commission and Torti Gallas &Partners EXHIBIT A See attached proposal by Torti Gallas & Partners dated December 8, 2014 ®M 0 uI r "M NE® oil ® ®® :.:: TORTI GALLAS AND PARTNERS Architects of Sustainable Community Via E-Mail December 8, 2014 Scott Ford Executive Director Community Investment 227 West Jefferson Boulevard et ntF�i Suite 1400S john F r a i Turf I PALL. South Bend, Indiana 46601 Th��s A1.GallaB LFA Pubtrt S.'Nallach ALe Ch'Iy1 l4Ptll RE: Downtown Mixed-Use Block Charle,G Golc an,III,eA Dante(Ashtary,ALA, En e D.Y.,a,nett ntA Dear Scott: sh-ttef E;Set,A1A It was a pleasure talking with you about the potential for a mixed-use block at the entry fob t'G`'°d°"" to downtown from the north. This is a great project with significant potential to be a Prrl 1.F°r;tora P.uA tipping point for the downtown's revitalization. As requested, below please find a LxvreL.-e':..4ntrnne..'.Li AJ•�_F description of our understanding, proposed scope of work, and fee. E-Lg%iao AIA Th„ �E.L,an�„sA PROJECT UNDERSTANDING Eril:)A,Ae1taAI"- We understand that you would like to study the feasibility of a mixed-use block with Trq,t&Gh�A.1=`' market rate housing on a site that is primarily owned by Memorial Hospital. This site Enan includes two blocks, with the exception of the Burger King on the corner. The site has a Sarah Ale'M&r,AIA prominent location and is situated at the future roundabout at the intersection of Anar.,,E csa,rowt i .iA Michigan and Marion. In addition to the parking required for the site's program, hospital staff parking should remain on this site. As such, pedestrian safety and access between this site and the hospital is a key consideration. The general scope of work involves preliminary site plan options, a refined scheme illustrating buildings, and architectural characterization. Tivaca ishr Sylaa S.Murvr n SCOPE OF SERVICES Following is a description of our proposed scope of services: Task 1:Loading Studies We will create 3-development options (hand drawn) exploring the development potential for the sites. These plans will illustrate retail location, retail service access, parking, and residential uses. These plans will include development and parking tabulations. We will also collect precedent photographs and plans to describe the development options. 1 Torti Gallas and Partners,Inc. 523 West 6TH Street,Suite 212 Los Angeles,California 90014 213.607.0070 213.607.0077 fax Sily°r SFring, t.9arylaL3 Lo: nn _le>, Californtia tortigella_ c>m 0 ■ii■ South Bend Downtown Mixed-Use Block owls Page 2 of3 Required parking ratios for the retail will be provided by the City. Base drawings showing streets, property lines, and future roundabout with ROW layout will be provided by you. Task 2:Review Meeting We will meet with you to review and discuss the 3-development options and precedent images in South Bend. The goal of this meeting will be to define the design approach that will be developed further in the next task. Task 3:Concept Plans Based on direction from the Review Meeting, we will develop the following hand drawn concepts: • Concept Site Plan showing building footprints, open space locations, parking entries, service entries, and sidewalks. • Ground floor building plans and typical upper floor building plans (showing corridors, elevators, lobby, stairs, amenity locations, demising walls, and service —individual unit plans will not be shown). • The retail plan will show service (loading and trash), but no internal layout. Task 4:Perspectives Based on the Concept Plans,we will develop 2 marker renderings describing the concept and characterizing the architecture. COMPENSATION Task 1 &2 $ 6,666.67 Task 3 $14,000.00 Task 4 $ 2,666.67 Reimbursable Expenses $ 3,340.00 Fee $26,673.34 ADDITIONAL SERVICES,REIMBURSABLE AND THIRD PARTY EXPENSES Additional Services, including meetings, approved by you in advance, that are beyond the scope of this Agreement,will be billed on an hourly basis in accordance with the rate schedule shown in the attached Standard Terms and Conditions. T:AXTransferAErik\South Bend Mixed-Use Block(E]A).docx ■i i! Q"1! d L.:& South Bend Downtown MiYed-Use Block ages Page 3 of3 i I believe that this Agreement encompasses the parties' understandings and we are prepared to proceed with this Project upon your approval. We look forward to receiving your positive response. If you find this Agreement acceptable, please sign in the space provided below and return one copy to me, keeping one copy for your records. J ly, ancis Torti, FAIA, LEED AP BD+C President cc: Erik J. Aulestia,AICP Daniel Ashtary, AIA Tom Danco,AIA Enclosure: Standard Terms and Conditions ACCEPTED on BEHALF of City of South Bend, Indiana: BY: Date: ;j 'l T:AXTransferAErik\South Bend Mixed-Use Block(E)A).docx ■i i■ STANDARD TERMS AND CONDITIONS Toni Gallas and Partners,Inc. AGREEMENT 1. These Standard Terms and Conditions,together with the attached Proposal for Services,represent the entire and integrated AGREEMENT between the Client and Torti Gallas and Partners,Inc.,a Delaware Corporation(the Architect). The AGREEMENT may not be assigned without the prior written approval of both parties. The AGREEMENT may only be amended by a written instrument signed by both the Client and the Architect. 2. The Client shall provide the best information available regarding requirements for the Project,including a Program which shall set forth, the Client's objectives,schedule,constraints and criteria,including flexibility,density,and other requirements,if applicable. 3. The Client shall designate a representative authorized to act on the Client's behalf with respect to the Project. The Client or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. 4. The Client shall furnish, if required for the Architect to perform its services under the AGREEMENT, surveys describing physical characteristics,legal limitations and utility locations for the site of the Project,and a written legal description of the site or building. The surveys and legal information shall include,as applicable,grades and lines of streets,alleys, pavements and adjoining property and structures;adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining to any existing structures, other improvements, pertinent information concerning available utility services and lines,both public and private,above and below grade,including inverts and depths,if applicable. Client furnished information shall include all hazardous and subsurface investigation reports and evaluations. The expense of such information,provided by the Client or by the Client's consultants,shall be borne by the Client,and the Architect shall be able to rely on the accuracy of such information. The Client hereby agrees to indemnify and hold the Architect harmless for all loss,damage or expense due to the provision by the Client or the Client's consultant of inaccurate information. 5. The Client shall furnish the services of geotechnical engineers when such services are reasonably required by the scope of the Project or are requested by the Architect. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and resistivity tests, including necessary operations for anticipating subsoil conditions, with reports and appropriate professional recommendations. The Architect shall be able to rely on the accuracy of such information. The Client hereby agrees to indemnify and hold the Architect harmless for all loss,damage or expense due to the provision by the Client or the Client's consultant of inaccurate information. 6. The Client and the Client's representatives and consultants shall promptly notify the Architect,in writing,of any errors or omissions which are observed in the documents or materials prepared by the Architect or any consultant. The Client is not under obligation to detect such errors or omissions but if these are detected,the Client is obligated to notify the Architect. 7. In connection with the preparation and processing of any application for governmental or private financing,mortgage insurance or subsidy, the Client, unless otherwise provided, shall furnish all services related to assuring compliance with applicable statutes, including, without limitation,noise abatement,environmental rules and regulations,occupational health and safety statutes,legal,accounting or estimating services and expenses. The Architect shall not be responsible for professional services and other disciplines that are outside of the professional standards for Planning. COMPENSATION 8. The Client agrees to credit Torti Gallas and Partners,Inc.in all marketing,promotional or advertising materials incorporating the work of the Architect in the Project. 9. The fees for services set forth in the Proposal for Services,unless otherwise stipulated therein,shall remain in effect for a period of three(3) months from the date of the Proposal for Services. Upon initiation of the services covered by this AGREEMENT,if these services have not been completed within a period of twelve(12)months,the compensation agreed to therein shall be equitably adjusted. 10. Any services provided by the Architect which are not specifically set forth in the Letter Agreement are Additional Services and will be provided upon request of the Client. Additional Services will be billed monthly on either an agreed lump sum fee basis,or on an hourly basis according to the following Standard Hourly Rates:Executive Principal:$300.00/Hour;Senior Principal: $250.00/Hour;Principal:$225.00/Hour; Associate Principal: $200.00/Hour; Senior Associate $170.00/Hour;Associate: $145.00/Hour; Professional and Administrative Personnel: 2-1/2 times Direct Personnel Expense. 11. Fees for Consultant Additional Services billed to the Architect,if any,shall be billed to the Client at cost times a multiple of one and one- tenth(1.1). 12. Reimbursable and Third Party Expenses are in addition to compensation for Basic and Additional Services and include actual expenditures made by the Architect in connection with the project,including but not limited to: reproduction, computer plotting and printing,binding of documents and drawings; photographs; photographic enlargements; delivery expenses; professional renderings;transportation;living expenses in connection with Client approved out-of-town travel; long distance communications; postage; filing and other fees required by authorities having jurisdiction over the Project. Reimbursable and Third Party Expenses shall be billed at the rate of one and one tenth(1.1)times the expense incurred by the Architect. C:\Users\sjefferson\Desktop\Miscellaneous\Standard_Terms_for_Proposais_01_14_14.docx Page I of 2 ■f i■ mr'1! ■!on 13. All unpaid balances after thirty(30)days past due shall bear interest of one(1)percent per month. 14. The Architect reserves the right to assess reasonable costs of collections,including attorney fees,for any balance that is over Ninety(90) days past due. TERMINATION 15. The services covered by this Proposal for Services may be terminated,with or without cause,by either party upon the giving of not less then seven (7) days written notice. Failure of the Client to make payments to the Architect in accordance with this Proposal for Services shall be considered substantial nonperformance and cause for termination. 16. If for any reason the services covered by this Proposal for Services are terminated prior to completion,payment for all completed phases shall be due in its entirety. If any phase is not completed upon termination,all services performed for that phase(s)will be billed at the Standard Hourly Rates set forth in this Proposal for Services,plus reimbursable expenses. 17. If the services covered by this Proposal for Services are terminated prior to completion,the Client may retain and use the Architect's work product under the following conditions. The Client must retain a new Architect or civil engineer of record who will assume responsibility for the drawings and submissions. All fees and expenses earned or incurred by the Architect shall be paid in full. The Client agrees to defend,indemnify and hold harmless the Architect from all liability and claims which relate in any way to the Architect's services,in recognition of the fact that the Architect, after termination, has lost the right to detect and correct errors or omissions and has lost the right to interpret his work product. However, the Architect is not relieved from liability for the Architect's negligent errors or omissions which, under the circumstances, should have been detected and corrected by the Architect prior to termination. DOCUMENT OWNERSHIP 18. All plans,drawings and other associated documentation,whether in hard copy or electronic format,prepared by the Architect are and will remain the property of the Architect. The Architect retains all copyright protection and intellectual property rights to such plans,drawings and documentation. Such shall not be used by the Client in connection with any other project. Upon termination or completion of the Project,the Client shall have the right to retain and use one reproducible set of such work-product, under the terms of these Standard Terms and Conditions. The Client shall not reuse or make any modifications to the Architect's work-product without prior written authorization of the Architect. The Client agrees,to the fullest extent permitted by law,to indemnify and hold the Architect harmless from any claim,liability or cost (including reasonable attorney's fees and defense costs) arising or allegedly arising out of any unauthorized reuse or modification of the plans, drawings and other associated documentation by the Client or any person or entity that acquires or obtains the plans and specifications from or through the Client without written authorization of the Architect. APPLICABLE LAW 19. This Proposal for Services is to be interpreted under the laws of the State of Maryland;the principal place of business of the Architect MEDIATION/ARBITRATION 20. Any and all disputes arising out of this Proposal for Services shall be resolved through arbitration; however, prior to the filing of any demand for arbitration any dispute shall be referred to impartial mediation. After a good-faith attempt to have such dispute mediated,but not sooner than thirty (30) days after the date of the first mediation session,either party may file a demand for arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association currently in effect. No joinder of other parties in any arbitration may be compelled,except,however,that the Architect may join its consultants in any Arbitration with the Client. ARCHITECT'S LIABILITY 21. The Architect's liability to the Client on account of services performed tinder or pursuant to this Proposal for Services shall be limited to the amount of the Architect's fee. In the event that the Client does not wish to limit the Architect's liability as stated above,the Architect will waive this limitation upon the Client's written request, provided that the Client agrees to pay the amount of any additional liability insurance premiums which are occasioned by such waiver. 22. Damages recoverable from the Architect,in the case of negligent errors or omissions,shall be limited to the direct extra cost to the Client of necessary corrective work, with an offset for betterment, if any. Recovery for any consequential damages, for delay, impact, interference, efficiency or lost profits,is expressly waived. It is agreed that there are no implied warranties between the Architect and any party. 23. Privity of contract is expressly contemplated by this Proposal for Services including, but not limited to, any claims for economic loss or incidental property damage. 24. If any provision in these Standard Terms and Conditions are in conflict with any provision in the attached Proposal for Services, the provision in these Standard Terms and Conditions supersedes the Proposal for Services. I C:\Users\sjefferson\Des ktop\Miscell aneous\Standard_Tams_for_Proposals_O 1_14_14.docx - Page 2 of 2