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HomeMy WebLinkAbout25-31 RVI Planning +Landscape Architecture Professional Services Agreement 03-12-2025W01 go] WHEREAS, the Town of Firestone ("Town") requires professional services for the formation of a Downtown Development Authority ("Project"); and WHEREAS, the Town published a request for qualifications for such services for the Project; and WHEREAS, the Town has evaluated the proposals submitted in response to the request for qualifications and finds that RVI Planning + Landscape Architecture (RVI) is the most qualified for the professional services described in the request for qualifications; and WHEREAS, the Town finds that RVI has the expertise, qualifications, and experience to perform the work and duties required for the Project and desires to select RVI for the request for qualifications and to enter into an agreement with RVI to provide the Professional Services as described in the scope of services, attached to the Professional Services Agreement as Exhibit A; and WHEREAS, the Board of Trustees finds and declares that it is in the best interest of the Town to award the request for qualifications to RVI as the most qualified, responsive proposal. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO: The Professional Service Agreement between the Town of Firestone and RVI Planning + Landscape Architecture is approved in substantially the same form as the copy attached hereto and made a part of this Resolution, and the Mayor is authorized to execute the Agreement on behalf of the Town. INTRODUCED, READ AND ADOPTED this P day of MjayCh ,2025o ATTES Mirlrm 6ra6ad'io�s Luna, CMC, Town Town Attorne,%. Ahi THIS AGREEMENT FOR PROFESSIONAL SERVICES (the "Agreement") is made and entered into this 12- day of AAAYCh —, 2025 (the "Effective Date"), by and between the TOWN OF FIRESTONE, a Colorado municipal corporation with an address of 9950 Park Avenue, Firestone, Colorado 80504 (the "Town"), and RVI PLANNING + LANDSCAPE ARCHITECTURE, an independent Contractor with a principal place of business at 506 South College Ave Suite A Fort Collins, Colorado 80524 ("Contractor ") (each a "Party" and collectively the "Parties"). WHEREAS, the Town requires professional services and WHEREAS, the Contractor has held itself out to the Town as having the requisite expertise and experience to perform the required professional services. NOW, THEREFORE, for the consideration hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: A. Contractor shall furnish all labor and materials required for the complete and prompt execution and performance of all duties, obligations, and responsibilities which are described or reasonably implied from the Scope of Services set forth in Exhibit A, attached hereto and incorporated herein by this reference and known as Formation of a Downtown Development Authority (DDA) B. A change in the Scope of Services shall not be effective unless authorized as a modification to this Agreement. If the Contractor proceeds without such written authorization, Contractor shall be deemed to have waived any claim for additional compensation, including a claim based on the theory of unjust enrichment, quantum merit or implied contract. Except as expressly provided herein, no agent, employee, or representative of the Town is authorized to modify any term of this Agreement, either directly or implied by a course of action. - "11 , I - A. This Agreement shall commence on the Effective Date and shall continue until Contractor completes the Scope of Services to the satisfaction of the Town or until terminated as provided herein. B. Either Party may terminate this Agreement upon 30 days advance written notice. The Town shall pay the Contractor for all work previously authorized and completed prior to the date of termination. If, however, Contractor has substantially or materially breached this Agreement, the Town shall have any remedy or right of set-off available at law and equity. In consideration for the completion of the Scope of Services by Contractor, the Town shall pay Contractor an amount not to exceed $74,123.00. This amount shall include all fees, costs and expenses incurred by Contractor, and no additional amounts shall be paid by the Town for such fees, costs, and expenses. Contractor may submit periodic invoices, which shall be paid by the Town within 30 days of receipt. IV. PROFESSIONAL RESPONSIBILITY A. Contractor hereby warrants that it is qualified to assume the responsibilities and render the services described herein and has all requisite corporate authority and professional licenses in good standing, required by law. The work performed by Contractor shall be in accordance with generally accepted professional practices and the level of competency presently maintained by other practicing professional firms in the same or similar type of work in the applicable community. The work and services to be performed by Contractor hereunder shall be done in compliance with applicable laws, ordinances, rules and regulations, including the preference for Colorado Labor set forth in C.R.S. Article 17 Title 8, B. The Town's review, approval or acceptance of, or payment for any services shall not be construed to operate as a waiver of any rights under this Agreement or of any cause of action arising out of the performance of this Agreement. C. Because the Town has hired Contractor for its professional expertise, Contractor agrees not to employ Sub -Contractor s to perform any work except as expressly set forth in the Scope of Services. V. OWNERSHIP A. Any materials, items, and work specified in the Scope of Services, and any and all related documentation and materials provided or developed by Contractor shall be exclusively owned by the Town. Contractor expressly acknowledges and agrees that all work performed under the Scope of Services constitutes a "work made for hire." To the extent, if at all, that it does not constitute a "work made for hire," Contractor hereby transfers, sells, and assigns to the Town all of its right, title, and interest in such work. The Town may, with respect to all or any portion of such work, use, publish, display, reproduce, distribute, destroy, alter, retouch, modify, adapt, translate, or change such work without providing notice to or receiving consent from Contractor. B. If the Town reuses or makes any modification to Contractor 's designs, documents or work product without the prior written authorization of Contractor , the Town agrees, to the fullest extent permitted by law, to release the Contractor , its officers, directors, employees and sub - Contractor s from all claims and causes of action arising from such uses, and shall to the extent permitted by law indemnify and hold them harmless from all costs and expenses, including the cost of defense, related to claims and causes of action to the extent such costs and expenses arise from the Town's modification or reuse of the documents. C. The Town expressly acknowledges and agrees that the documents and data to be provided by Contractor under the Agreement may contain certain design details, features and concepts from the Contractor's own practice detail library, which collectively may form portions of the design for the Project, but which separately, are, and shall remain, the sole and exclusive property of Contractor . Nothing herein shall be construed as a limitation on the Contractor's right to re -use such component design details, features and concepts on other projects, in other contexts or for other clients. VI. INDEPENDENTCONTRACTOR Contractor is an independent Contractor. Notwithstanding any other provision of this Agreement, all personnel assigned by Contractor to perform work under the terms of this Agreement shall be, and remain at all times, employees or agents of Contractor for all purposes. Contractor shall make no representation that it is a Town employee for any purposes. VII. INSURANCE A. Contractor agrees to procure and maintain, at its own cost, a policy or policies of insurance sufficient to insure against all liability, claims, demands, and other obligations assumed by Contractor pursuant to this Agreement. At a minimum, the Contractor shall procure and maintain, and shall cause any Sub -Contractor to procure and maintain, the insurance coverages listed below, with forms and insurers acceptable to the Town. 1. Worker's Compensation insurance as required by law. 2. Commercial General Liability insurance with minimum combined single limits of $1,000,000 each occurrence and $2,000,000 general aggregate. The policy shall be applicable to all premises and operations and shall include coverage for bodily injury, broad form property damage, personal injury (including coverage for contractual and employee acts), blanket contractual, products, and completed operations. The policy shall contain a severability of interests provision, and shall include the Town and the Town's officers, and employees, Contractor as additional insureds. No additional insured endorsement shall contain any exclusion for bodily injury or property damage arising from completed operations. 3. Professional liability insurance with minimum limits of $1,000,000 each claim and $2,000,000 general aggregate. B. Such insurance shall be in addition to any other insurance requirements imposed by law. The coverages afforded under the policies shall not be canceled, terminated or materially changed without at least 30 days prior written notice to the Town. In the case of any claims -made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. Any insurance carried by the Town, its officers, and its employees Contractor shall be excess and not contributory insurance to that provided by Contractor. Contractor shall be solely responsible for any deductible losses under any policy. C. Contractor shall provide to the Town a certificate of insurance as evidence that the required policies are in full force and effect. The certificate shall identify this Agreement. Vill. INDEMNIFICATION A. Contractor agrees to indemnify and hold harmless the Town and its officers, insurers, volunteers, representative, agents, employees, heirs and assigns from and against all claims, liability, damages, losses, expenses and demands, including attorney fees, on account of injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner connected with this Agreement if such injury, loss, or damage is caused in whole or in part by, the act, omission, error, professional error, mistake, negligence, recklessness or other fault of Contractor , any Sub -Contractor of Contractor , or any officer, employee, representative, or agent of Contractor , or which arise out of a worker's compensation claim of any employee of Contractor or of any employee of any Sub -Contractor of Contractor. Contractor 's liability under this indemnification provision shall be to the fullest extent of, but shall not exceed, that amount represented by the degree or percentage of negligence or fault attributable to Contractor, any Sub -Contractor of Contractor, or any officer, employee, representative, or agent of Contractor or of any Sub -Contractor of Contractor . B. If Contractor is providing architectural, engineering, surveying or other design services under this Agreement, the extent of Contractor's obligation to indemnify and hold harmless the Town may be determined only after Contractor's liability or fault has been determined by adjudication, alternative dispute resolution or otherwise resolved by mutual Agreement between the Parties, as provided by C.R.S. § 13-50.5-102(8)(c). IX. CHANGE ORDERS A. Change Order is a written instrument issued after execution of the Agreement signed by Town and Contractor, stating their Agreement, as applicable, upon all of the following: 1. The scope of the change in the Work; 2. The amount of the adjustment to the Contract Price and 3. The extent of the adjustment to the Contract Times(s). B. All changes in the Work authorized by the applicable Change Order shall be performed under the applicable conditions of the Contract Documents. Town and Contractor shall negotiate in good faith and as expeditiously as possible the appropriate adjustment of such changes. X. MISCELLANEOUS A. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in Weld County, Colorado. B. No Waiver. Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement by the Town shall not constitute a waiver of any of the other terms or obligations of this Agreement. C. Integration. This Agreement constitutes the entire Agreement between the Parties, superseding all prior oral or written communications. D. Third Parties. There are no intended third -party beneficiaries to this Agreement. E. Notice. Any notice under this Agreement shall be in writing and shall be deemed sufficient when personally presented or sent pre -paid, firstclass United States Mail to the Party at the address set forth on the first page of this Agreement. F. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect. G. Modification, This Agreement may only be modified upon written Agreement of the Parties. H. Assignment. Neither this Agreement nor any of the rights or obligations of the Parties shall be assigned by either Party without the written consent of the other. I. Governmental Immunity. The Town and its officers, and employees, are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities or protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq., as amended, or otherwise available to the Town and its officers, attorneys or employees. J. Rights and Remedies. The rights and remedies of the Town under this Agreement are in addition to any other rights and remedies provided by law. The expiration of this Agreement shall in no way limit the Town's legal or equitable remedies, or the period in which such remedies may be asserted, for work negligently or defectively performed. K. Subject to Annual Appropriation. Consistent with Article X, § 20 of the Colorado Constitution, any financial obligation of the Town not performed during the current fiscal year is subject to annual appropriation, shall extend only to monies currently appropriated, and shall not constitute a mandatory charge, requirement, debt or liability beyond the current fiscal year. L. Representative Authority. Each person signing this Agreement represents and warrants that he or she is duly authorized and has the legal capacity to execute the Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. RVI PLANNING + LANDSCAPE ARCHITECTURE By: /'Craig Russel, Principal EXHIBIT A Scope of Services Objective: Develop a customer -focused project management plan to: • Track scope, schedule, and budget • Plan and monitor project delivery and work processes • Facilitate communication • Identify next steps, and proactively identify potential project issues. .Ease 1: Project Mann ernent Plan • Detail project schedule with Client. • Establish weekly 15-minute PM Meetings to review scope, schedule, and budget progress. • Establish a formal QA/QC process. • Populate a Project Advisory Group that meets regularly to review project process. Identify schedule and dates for meetings. • Communicate action items via notes and calendar reminders after engagements. • Invoicing cadence and standards. Task 2: Stakeholder Education Plan: mm•N Attendance and staff support at presentations to Firestone Board of Trustees • Development of an engagement cadence / schedule for the Board of Trustees that will educate Trustees on DDA formation and drive constructive feedback and direction needed for project execution. Task : Staff Sup o t and Meetin • Attend three (3) two (2) hour Town Board work sessions with Town of Firestone staff. • Attend three (3) two (2) hour Town Board Meetings with Town of Firestone staff. • Four (4) additional one (1) hour meetings meetings De/iverables: a • - Notes and action items from meetings and engagements • Project Management Plan • Project Schedule • QA/QC Plan • Stakeholder Education Plan • Invoicing and progress reports Obiective: Gather key project foundational knowledge and data by examining past project stakeholder engagement findings, completed DDA district formation research, engaging key stakeholders, identifying challenges/opportunities, and understanding community needs to identify actionable strategies that will establish the Firestone DDA in following phases. Task 1: Opportunities and Challenges • Identify opportunities and challenges pursuant to the establishment of Firestone's Downtown DDA, Task 2: Identify Draft Boundary • Identify potential DDA / district boundaries based on the Firestone Board of Trustees input. Task 4: Site Visit and Kick -Off • Conduct site visit and kick-off meeting (on -site) with the project team, Town of Firestone staff, and Town Board. Task 5: Review Past Engagements to Identify Relevant Public Feedback • Identify and evaluate community sentiments from previously community surveys and completed projects. Identify relevant feedback for incorporation and to inform findings in later project phases. Task 7: Phase 1 Downtown Plan of Development Chapter 1 • Develop draft Chapter 1 (Insights) of the Comprehensive Downtown Development Authority plan and submit for client and Project Advisory Group review. • Incorporate edits from review and finalize Chapter 1: Insights of the Comprehensive Downtown Development Authority plan. Deliverables: • Opportunities and challenges • Site visit photos and associated documentation of site conditions • Summarize results of past engagements that identify existing community and stakeholder feedback applicable to the DDA plan • Data and plan review matrix outlining sources and applicable findings • Draft and final Chapter 1 of the Comprehensive Downtown Development Authority Plan Objective: Establish an overarching DDA intent and project directives to guide the establishment of Firestone's future DDA and to inform project identification in following phases. Task 1: Develop DDA Intent • Using information obtained from Firestone Insight Phase outcomes, develop an overarching draft Firestone DDA Intent. • Present and test draft Intent with the Project Advisory Group. Task 2: Develop Project Directives to Guide Development of Solutions • Using the final DDA Intent, identify specific and detailed project directives that will be used to align Solutions with the DDA's overall Intent in following phases. Task 3: Present Final Intent and Directives to Town Leaders • Present the final DDA Intent , and directives to the the Board of Trustees for review. • Revise , Intent, and Directives based on input and finalize. Task 4: Phase 2 Downtown Plan of Development Chapter • Develop draft Chapter 2 ( DDA Intent, and Project Directives) of the Comprehensive Downtown Development Authority plan and submit for client and Project Advisory Group review. • Incorporate edits from review and finalize Chapter 2: Intention of the Comprehensive Downtown Development Authority plan. Deliverables: • DDA guiding Intent • Project Directives • Presentation to Board of Trustees • Draft and final Chapter 2 of the Comprehensive Downtown Development Authority Plan Objective: Using the DDA Intent identify a strategic plan of development. Solutions will identify key partnerships, policies, projects, programs, responsibilities, processes, and strategies that transition broad Civic Center Master Plan concepts into focused strategies that will execute the establishment of Firestone's DDA. Task 1: Identify Funding importunities • Collaborate with the Town and other consultants to identify and analyze potential funding sources and mechanisms including Tax Increment Financing (TIF), competitive grants, or other revenue streams to fund DDA operations and projects. Task 2: Create DDA Ordinance, Identify Potential DDA Board Members, and Promote the Draft Plan of Development in Anticipation of Vote. • Support development of draft DDA ordinance. • Work with the Board of Trustees and the Town of Firestone to populate and develop a potential roster of DDA Board Members. • Work with Town of Firestone legal counsel to ensure regulatory compliance and to draft the DDA ordinance. • Finalize the DDA's internal structure and governance. Task 3: Finalize DDA Boundary • Review the draft DDA boundary established during the Insights Phase relative to the draft DDA Ordinance, DDA Plan of Development, the master plan, and identified projects. Implement edits and finalize district boundary. Task 4: Phase 3 Downtown Plan of Development Chapter 3 • Develop draft Chapter 3 (Solutions) of the Comprehensive Downtown Development Authority plan and submit for client and Project Advisory Group review. • Incorporate edits from review and finalize Chapter 3: Solutions of the Comprehensive Downtown Development Authority plan. Deliverables • DDA board members • Funding sources • Collaboration on DDA fiscal analysis (to be completed by others) • Organizational roles and responsibilities • Draft and final Chapter 3 of the Comprehensive Downtown Development Authority Plan. 1:1111-1 Objective: Establish and formalize the DDA, finalize plan, and adopt the new DDA. Task 1: Election and Launch • Property owner vote to establish the DDA. Task 5: Finalize Comprehensive Downtown Development AuthorityPlan • Develop a complete final draft of the Comprehensive Downtown Development Authority plan that now includes the Implementation chapter and submit for client and Project Advisory Group review. • Incorporate edits from review and finalize the Comprehensive Downtown Development Authority plan. O • Election of DDA board • Draft and final Comprehensive Downtown Development Authority Plan Project Management Insights Project Directives Solutions Implementation Reimbursable Total Fee Costs Per Phase and Reimbursables $16,269 181 Total Hours $15,116 181 Total Hours $24,098 1 145 Total Hours $8,522 159 Total Hours $9,518 158 Total Hours $600.00 $74,123 Add Alternative The following sub consultant can be added to this contract upon Client request. Scope and fee will be developed if and when services are requested Clifton Larson Associates (Special District advisors) $60,000