Agreement for Planning Services

AGREEMENT
BETWEEN
THE CITY OF CRESTWOOD
AND
PECKHAM GUYTON ALBERS & VIETS, INC.
FOR
PLANNING SERVICES CONSULTANT
FOR
CRESTWOOD PLAZA REDEVELOPMENT
________________, 2014
AGREEMENT FOR PLANNING SERVICES CONSULTANT
This Agreement for Planning Services Consultant (“Agreement”) is made as of
the __ day of _________, 2014, by and between the City of Crestwood, Missouri (“City”)
and Peckham Guyton Albers & Viets, Inc. (“Consultant”).
City and Consultant are
sometimes referred to hereinafter individually as “Party”and jointly as “Parties.”
WHEREAS, City issued a Request for Proposals for Planning Services
Consultant, dated October 30, 2014, seeking a consulting firm to assist the City in
navigating
the
redevelopment
process
expected
for
the
Crestwood
Plaza
Redevelopment (“RFP”);
WHEREAS, Consultant submitted a proposal to the City in response to the RFP
dated November 21, 2014 (“Proposal”);
WHEREAS, the City has selected Consultant to provide services pursuant to the
RFP; and
WHEREAS, the City and the Consultant desire to enter into this Agreement,
upon the terms and conditions provided herein.
NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties hereby agree as follows:
1.
Incorporation of Documents. The City and Consultant acknowledge and
agree that the City’
s RFP and the Consultant’
s Scope of Services and Fee, except as
may be amended by, or except as may be in conflict with this Agreement, are
incorporated herein by reference and made a part hereof as Exhibits A and B to this
Agreement, respectively.
In the event of any inconsistency or conflict between the
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terms of either or both of those documents and this Agreement, the terms of this
Agreement shall prevail and control.
2.
Engagement.
The City hereby engages the Consultant to provide the
services described herein, and the Consultant hereby agrees to accept such
engagement, and to provide those services as provided and described herein.
3.
Services. The Consultant agrees to provide the services described herein
diligently and completely, consistent with the professional skill and standard of care
expected and ordinarily provided by like professionals.
The Consultant shall provide to the City the services set out in the RFP,
specifically those listed and described in the section of the RFP headed “Scope of
Work”; and the services set out in the Exhibit B, listed and described as “Scope of
Services and Fee.”
4.
Compensation and Payment. Compensation for the services shall be
pursuant to the Fee as set forth in Exhibit B. The parties recognize and agree that
compensation under this Agreement is subject to, and contingent upon, the
disbursement of funds to the City pursuant to the City’
s Initial Funding Agreement for
the Crestwood Plaza Redevelopment Project presented to the Board of Aldermen on
December 9, 2014, and any amendments thereto (the “Initial Funding Agreement”).
Consultant recognizes and agrees to the disbursement procedures provided under such
Initial Funding Agreement, and that payment of invoices to Consultant are contingent
upon such process. In the event that sufficient funds are not provided under the Initial
Funding Agreement, or the invoices of Consultant are not approved as required under
such Initial Funding Agreement, payment to Consultant may be delayed or denied.
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Consultant will provide the City with invoices on a monthly basis, describing the
Services performed in sufficient detail. City will review each invoice, and if satisfactory,
will make payment to Consultant no later than 60 days after receipt. If City has any
concerns with an invoice, City will so advise the Consultant, and the Parties will use
their best efforts to resolve those concerns. Further, Consultant recognizes and agrees
that such invoices are subject to review and approval under the Initial Funding
Agreement, and that payment to Consultant is contingent upon approval as provided
thereunder.
5.
Term. This term of this Agreement shall commence as of the date hereof,
and shall end upon completion of the services, subject to the City’
s right to terminate as
provided herein.
6.
Consultant’
s Warranties and Representations. Consultant represents and
warrants to the City that:
(a) Consultant has the experience, qualifications, skills and expertise to
perform the Services hereunder as required, with the competency and
professional manner expected.
(b) Consultant is a corporation, organized under the laws of the State of
Missouri, authorized to do business in the State of Missouri, and with full power
and authority to perform its obligations under this Agreement.
(c) Consultant is involved in no litigation or administrative proceeding to
which Consultant is a party regarding or which challenges Consultant’
s right to
perform its obligations hereunder or could interfere with its Services to be
performed pursuant to this Agreement.
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(d) Consultant’
s entering into this Agreement has been duly approved.
7.
Insurance. Consultant shall procure and maintain during the period of this
Agreement, insurance as follows:
(a) Worker’
s Compensation as required by law and employer’
s liability
coverage in an amount not less than $2,000,000.
(b)
Commercial general liability insurance, which provides combined
single limit coverage, including property damage, death and bodily injury,
including:
Death and Bodily Injury:
$2,000,000 each person
$2,000,000 each occurrence
Property Damage:
$2,000,000 each occurrence
$2,000,000 general aggregate
(c) Professional liability:
$2,000,000 each occurrence
$2,000,000 general aggregate
The commercial general liability policy shall be endorsed to cover the liability of
Consultant hereunder.
City shall be named as an additional party insured on the
commercial general liability policy, and such insurance shall be primary and
noncontributory with respect to any insurance maintained by the City. Each such policy
shall be written by a company or companies licensed to do business in the state of
Missouri and acceptable to the City. Certificates of insurance shall be furnished to City
prior to the commencement of the Work. Each such policy shall provide that it shall not
be canceled or altered, without 15 days prior written notice to City. The certificate of
insurance must state “the City of Crestwood is an additional insured on a primary
and non-contributory basis."
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8.
Consultant Indemnity. Consultant shall indemnify and hold harmless the
City, its board, officers, representatives, agents and employees, from and against any
and all liabilities, demands, losses, claims or suits, including costs and reasonable
attorneys’fees, for and on account of any kind of injury, loss or damage, or any other
circumstances, sustained by City or others, arising from the breach of this Agreement or
resulting from the negligent acts, errors or omissions of Consultant, any sub-consultant,
and each of their respective agents, employees or contractors arising out of the
Services.
City shall not be liable for any loss or damage attributable solely to the
negligence of Consultant.
9.
Immunity Retention. By execution and performance of this Agreement, the
City does not intend to, nor shall it be deemed to have waived or relinquished any
immunity or defense on behalf of the City, and the City’
s board members, officers,
directors, servants, employees, agents, successors or assigns.
10. Legal
Compliance.
Consultant
and
its
employees,
agents
and
representatives shall comply with the City’
s policies and procedures and all applicable
federal, state, county, municipal and other governmental statutes, laws, rules, orders,
regulations, codes and ordinances required of Consultant in performing the Services
pursuant to this Agreement.
11. Independent Contractor.
Consultant shall perform all Services as an
independent contractor and not as an employee of the City. The City shall not assume
any liability for the direct payment of any salary, wage, workers compensation, income
tax withholding, or any other type of compensation to Consultant for the
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Services. Consultant shall not have the right to subcontract any of the Services to be
provided.
12. City Representative. The City representative shall be the City Administrator.
City shall notify Consultant in writing of any change in the City’
s representative.
13. Notice. Any notice required or permitted to be delivered hereunder shall be
in writing and shall be deemed to have been delivered on the earliest to occur of (a)
actual receipt; or (b) three (3) business days after having been deposited in the U.S.
Mail, postage prepaid, certified mail, return receipt requested; or (c) one business day
after having been deposited with a reputable overnight express mail service that
provides tracking and proof of receipt of items mailed to the parties as follows (or to
such other addressee or address as shall be set forth in a notice given in the same
manner):
City:
Contractor:
City Administrator
City of Crestwood
One Detjen Drive
Crestwood, MO 63126
John Brancaglione, Vice President
Peckham Guyton Albers & Viets, Inc.
200 N. Broadway
Suite 1000
St. Louis, MO 63102
14. Entire Agreement. This Agreement and the RFP and Exhibit B incorporated
herein, constitute the entire agreement between City and Consultant, and supersede
any and all prior agreements or understandings.
15. Agreement Changes. The City may make changes to this Agreement,
provided that no changes shall be made to the scope of Services, time of performance,
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compensation or any provision which may affect the cost of the Services, without a
written amendment to this Agreement executed by both parties.
16. Severability.
If any provision of this Agreement is held to be invalid or
unenforceable, such provision shall be deemed severable.
In such event, this
Agreement shall be enforced as if such invalid or unenforceable provision had never
formed a part of this Agreement and the remaining provisions of this Agreement shall
remain in full force and effect and shall not be affected by the invalid or unenforceable
provision.
17. Waiver. No failure on the part of either Party at any time to require the
performance by the other Party of any term hereof shall be taken or held to be a waiver
of such term or in any way affect such Party’
s right to enforce such term, and no waiver
on the part of either party of any term hereof shall be taken or held to be a waiver of any
other term hereof or the breach thereof.
18. Binding Effect. This Agreement shall become effective immediately upon
the execution of same by the duly authorized representatives of the City and
Consultant.
19. Termination. City shall have the right to terminate this Agreement at any
time should the City determine such termination to be in the best interests of the City,
including in the event any redevelopment of Crestwood Plaza is postponed or
terminated.
In the event of such termination, Consultant shall be compensated in
accordance with the terms of the Agreement for all Services performed to the date of
such termination, plus any retention and approved costs. All documents, reports and
other information prepared by Consultant under this Agreement are the property of City,
and will be delivered to the City promptly upon termination.
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20. Governing Law-Jurisdiction. This Agreement shall be governed, construed
and interpreted under Missouri law, and shall be deemed to be executed and performed
in the County of St. Louis, Missouri. Any legal action arising out of, or relating to this
Agreement shall be governed by the laws of the State of Missouri, and the parties agree
to the exclusive exercise of jurisdiction and venue over them by a court of competent
jurisdiction located in the County of St. Louis, Missouri, or federal court located in the
City of St. Louis, Missouri.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first above written.
CITY OF CRESTWOOD
By:
Mayor
ATTEST:
______________________________
City Clerk
PECKHAM GUYTON ALBERS & VIET, INC.
By:
ATTEST:
John W. Brancaglione
Vice President, PGAV PLANNERS
______________________________
Michael P. Weber
Director, PGAV PLANNERS
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EXHIBIT A
CITY’S RFP
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EXHIBIT B
SCOPE OF SERVICES AND FEE
A. Initial Workshop for City Staff and Elected Officials
Working in conjunction with the City Attorney and Special Counsel (if any), PGAV
will develop a document for ongoing reference and an accompanying presentation
outlining the various steps and process necessary to implement a TIF program and
the associated other financing tools (i.e. Community Improvement District (CID)
and/or Transportation Development District (TDD)) that have potential to be part of
the Crestwood Plaza redevelopment program.
This outline will include a schedule showing the timelines associated with
implementing these tools. While this schedule will be different from the one that is
ultimately followed once a specific redevelopment project is identified, it will be
helpful for the workshop attendees to understand the flow of the process. In
addition, the workshop will address the flow of the work elements that are part of this
proposed scope of work and the timing of the work. This will aid the City staff and
elected officials in understanding how the work is to be accomplished and when
information will presented to them for their input.
Another key element will involve providing the workshop attendees with a thorough
understanding of what the term “blight”means in the context of the various State
statutes that use the term, what the State courts have determined this term to mean,
and how the factors that represent “blight” conspire to increase the costs of
developing property or reusing existing buildings. We would also cover the other
qualification factors and the accepted definitions of certain terms that are common to
redevelopment planning.
Also, as a part of this discussion PGAV would
demonstrate how the added costs of redeveloping property with substantial
improvements that have no or limited value impact the marketability of the property
and its ability to be reused.
B. Initial Existing Conditions Analysis
As a part of the work associated with creating the program and materials for the
workshop, PGAV will conduct an initial evaluation of the various conditions that are
associated with the property and that would allow its designation as a “blighted
area”. Our evaluation of the property conditions would be provided in both written
and graphic form as appropriate. NOTE: This task is not to be considered a
substitute for a more extensive and thoroughly documented property evaluation
against the applicable State statutes that must be conducted as part of the process
of creating a redevelopment plan. A later task in this proposed scope of work will
address this requirement.
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Another aspect of this task will involve the assessment of adjacent properties to
determine if the scope of redevelopment or reuse potential should consider
properties beyond those associated with Crestwood Plaza. The Plaza was a major
driver of customers for other retail development in this area of Watson Road. As the
Plaza has declined, other properties have struggled to maintain businesses. As an
example, the closure of Gordman’
s leaves a large building subject to the need for
reuse. Therefore, we believe that this would be an opportune time to discuss the
scope of an area for redevelopment designation. Enlarging the area targeted for
reuse/redevelopment, and therefore the potential for the use of public incentives,
has both advantages and disadvantages. We propose that these areas be part of
this evaluation and discussion.
The results of this task will be provided to the City in the form of a Technical
Memorandum (with appropriate supporting tabular or graphic information) that
summarizes the findings of this task. PGAV will meet with the appropriate City staff
and elected officials to present and discuss the findings.
C. Market Assessments
PGAV will conduct market assessments for commercial and residential development
potential as outlined in the sub-tasks below. This will provide the City with a picture
of the likely market for particular uses but will not attempt to determine the potential
at more finite levels (i.e. square footage of possible retail, office, or number of units
of housing). The purpose of these assessments is to serve as a “reality check”on
any proposal or market/financial analysis presented by the property owner/developer
or sub-developer of the site.
1. Commercial Development Market Assessment
Using a variety of source data to which PGAV has access, we will develop a
picture of the consumer demographics and socio-economic factors that
drive/affect the market for retail and entertainment development. PGAV will
utilize our existing database and sources of information to catalog the competing
retail, entertainment, and office development in the market area (2.5, 5, and 10
mile rings) that represent inventory which must be absorbed before new
development is likely. Using our knowledge and contacts in the St. Louis area
commercial development community, we will hold selective discussions with key
individuals to share our data findings and discuss their viewpoints of
development potential.
2. Housing Development Market Assessment
The market for housing development, while driven by certain socio-economic
factors, is more driven by demand for specific types and price points. The
housing market nationally, in the St. Louis region, St. Louis County, and the
Crestwood market area is changing and the types of housing demanded
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(particularly where new units are concerned) is changing. Using techniques and
data sources similar to those outlined in the commercial development market
analysis above, PGAV will provide the City with an assessment of the potential
for housing development as part of a redevelopment concept for Crestwood
Plaza. Again, as part of this task, we will talk with area residential development
entities to gather their input regarding the potential for housing development and
the types and price points that might be developed at this location.
The results of Task C will be provided to the City in the form of a Technical
Memorandum (with appropriate supporting tabular or graphic information) that
summarizes the findings of each of the sub-tasks that are part of the scope of work
element. PGAV will meet with the appropriate City staff and elected officials to
present and discuss the findings.
D. Fiscal Impact Analysis
In conducting this task, PGAV will meet with the property owner/developer to gather
information from any due diligence that they have conducted and will discuss with
the City the results of any due diligence efforts they may have undertaken (such as
the environment assessment). This should help us to understand what significant
cost issues may be associated with reuse of the property (i.e. demolition costs, utility
relocations, changes to abutting roadways, site fill/grading, etc.). We know that a
certain amount of this information has been analyzed and we know that the City
initiated an environmental study of the property. With this information in hand, we
can develop an order-of-magnitude picture of the type and general level of public
incentive that may be needed, along with an order-of-magnitude estimate of the
fiscal impacts that could result from redevelopment (both to the City and to the
overlaying taxing districts). The results of this task will provide a picture of the
possible economic development strategy (strategies) and associated incentives to
be employed. However, it should be understood that once a specific redevelopment
proposal is submitted for Crestwood Plaza, it is possible that the incentives and
strategies identified in this task may change.
The results of Task D will be provided to the City in the form of a Technical
Memorandum (with appropriate supporting tabular or graphic information) that
summarizes the findings of each of the sub-tasks that are part of the scope of work
element. PGAV will meet with the appropriate City staff and elected officials to
present and discuss the findings.
E. Request for Proposals and Evaluation of Proposals Received
1. Request for Proposals
PGAV will assist the City with input from City staff and any other professionals
they may designate in developing a Request for Proposals document. This will
serve as the City’
s formal solicitation for proposals to reuse or redevelop the
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Crestwood Plaza site. It will also satisfy the requirements of the various statutory
incentive tools.
2. Review of Submitted Proposals
PGAV will assist the City in the review and evaluation of redevelopment
proposals received as a result of the City’
s solicitation. PGAV will provide
comment on elements of proposal submissions such as, land use and design
elements, project costs, assistance for public financing, real estate market
feasibility, financial feasibility, or other aspects of a particular submission based
on our review. The review of each proposal will be summarized in a
memorandum for review by the City. This review will include participating in
meetings/presentations to the City by prospective developers.
F. TIF Redevelopment Plan
The following tasks and sub-tasks are those associated with developing the
Redevelopment Plan based on the provisions of the TIF Act. Note that certain of
these tasks reference the Community Improvement District (CID) Act and the
Transportation Development District (TDD) Act. For purposes of our response to the
City’
s RFP, it is assumed that both CID and TDD incentives may be involved in the
redevelopment program.
1. Qualification Analysis
a. Firstly, PGAV will confer with City staff and elected officials to determine the
appropriate area for redevelopment activity to be subject to the Qualifications
Analysis.
b. Having defined the area envisioned as designated for redevelopment
(“Redevelopment Area”), PGAV will conduct an investigation of existing
conditions to evaluate the potential for designation as a “blighted area”in
accord with the provisions of the TIF Act. PGAV will also conduct an
investigation of existing conditions to evaluate the properties noted above for
potential for designation as a “blighted area”in accord with the CID Act. This
evaluation will include, but not necessarily be limited to, a review of current
conditions and factors present based on the criteria as set forth in the TIF and
CID Acts. Note that under the provisions of the CID Act, if the Area qualifies
as a “blighted area”under the TIF Act it will automatically qualify for CID
purposes. Therefore, this task will be a single unified effort.
c. PGAV will meet with the City, and other parties that the City may designate,
to review the findings of the investigation and evaluation described above.
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2. Redevelopment Plan
PGAV will prepare a Redevelopment Plan for the designated redevelopment
project area that addresses the following elements of a Redevelopment Plan
under the TIF Act:
a. Plan objectives;
b. General description of the program to be undertaken to accomplish the
objectives;
c. Estimated redevelopment project costs;
d. Anticipated sources of funds to pay the costs;
e. Evidence of the commitments to finance the project costs;
f. Anticipated type and term of the sources of funds to pay costs;
g. Anticipated type and terms of the obligations to be issued;
h. Most recent equalized assessed valuation of the Redevelopment Area;
i.
An estimate as to the equalized assessed valuation after redevelopment;
j.
General land uses to apply in the Redevelopment Area; and
k. Such other items necessary to establish a Redevelopment Area pursuant to
Section 99.805 R.S. Mo., as amended, including:
1) Development of a master address list for mailing notification letters to
taxing districts and property owners, and development of newspaper
notices required for compliance with TIF Act notification provisions unless
otherwise prepared by the City’
s legal counsel. (Note: the City will be
responsible for printing and mailing the notification letters and placement
of the published notices in the newspaper);
2) The required narrative, tabular, graphic data and map exhibits necessary
to constitute the Redevelopment Plan document;
3) Development of a project schedule to be used as the ongoing agenda for
program and plan implementation; and
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4) Coordination of program activities with other participants, including key
City staff, City Attorney (and Special TIF Counsel/Bond Counsel if any),
investment banker/bond underwriter, and potential developers.
G. TIF and Other Revenue Analysis and Cost/Benefit Analysis
1. Using methodology that PGAV has developed and implemented on many similar
projects, PGAV will prepare a Revenue Analysis which will include estimates of
the various taxes to be generated from the implementation of the redevelopment
project. These estimates will cover local taxes from real property, sales
(including CID and/or TDD revenues, if appropriate), utility, and personal property
by the phases of the development program and full build-out. These estimates
will form the basis for determining potential financing of certain eligible
development costs to be financed publicly using TIF assistance that may be
authorized by the City. As a component of the revenue projections, PGAV will
work with the City and St. Louis County to obtain the current base level assessed
value and sales taxes within the proposed Redevelopment Area.
2. A Cost/Benefit analysis will be provided as a separate document for use by the
City. The Cost/Benefit analysis will show the potential economic impact of the
plan on each taxing district that is wholly or partially within the boundaries of the
Redevelopment Area. The analysis will document the following potential impacts
per the revised TIF Act:
a. If the project is not built;
b. If the project is built pursuant to the redevelopment plan; and
c. The fiscal impact on affected political subdivisions.
3. Neither the Revenue Analysis or the Cost/Benefit Analysis are intended to, or
shall be construed, by the City, the Developer, or third parties to satisfy the
provisions of TIF Act as contained in R.S. MO 99.810, 1 (5) relative to
determination that “the project as proposed is financially feasible”. Such
information documenting whether the project, as proposed, is financially feasible
is to be provided by the Developer. PGAV assumes no responsibility for the
production or the evaluation of this information. Furthermore, the Revenue
Analysis and/or the Cost/Benefit Analysis as provided for above are intended
solely to demonstrate the elements and information as described above. These
items are not intended to be a substitute for the responsible reviews of private
lending institutions who may be contemplating, or have conditionally committed
to, project financing.
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4. For the purposes of this scope of work, it is assumed that the project financing
assistance provided by a CID is likely to be necessary (if for no other reason than
to reduce the TIF debt retirement period). Therefore, PGAV will prepare a
separate estimate of the revenue to be captured by the CID/TDD for an area that
is assumed to be the same as that of the TIF Area as outlined above. Some of
this revenue will be captured as TIF revenue and will also be accounted for in the
Cost/Benefit Analysis as noted in the description of Tasks G, 1 and 2 above.
H. Assistance at Meetings
The fee for conducting the work as outlined in Tasks F and G above is based on
attending not more than seven (7) meetings associated with the TIF Redevelopment
Plan process including the TIF Commission meetings, the public hearing, and the
Board of Alderman meetings related to the adoption of the TIF Redevelopment Plan.
PGAV will also meet with the, City staff, City Attorney (and Special Counsel/Bond
Counsel, if any) and the selected developer as deemed necessary by PGAV and the
City to perform the services provided for in this proposal. Meetings associated with
Tasks A through E are noted therein and it is anticipated the other meetings with
City staff and/or elected officials may be required and requested by PGAV.
FEE FOR SERVICES
The PGAV fee for conducting the work as outlined above is provided below. Certain tasks
as shown below are proposed to be conducted on a fixed fee basis while Task G is
proposed to be conducted on an hourly basis with a cap amount.
Task Item
A.
B.
C.
D.
E.
F.
G.
H.
Initial Workshop
Initial Existing Conditions Analysis
Market Assessments
Fiscal Impact Analysis
Request for Proposals and Proposal Evaluation
TIF Redevelopment Plan
TIF & Other Revenue Analysis and Cost Benefit Analysis
Assistance at Meetings
Total
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Fixed Fee
Amount
$2,500
$3,500
$15,000
5,000
$6,000
$29,000
Included
$61,000
Hourly Cap
Amount
$12,000
Included
$12,000
For services to be provided on an hourly bases associated with Task G above, the
following schedule of hourly rates will apply:
Project Staff
Vice President/Senior Consultant
Director, Urban Consulting
Associate Director, Urban Consulting
Senior Project Manager; Senior Architect
Project Architect/Landscape Architect
Project Manager/GIS Manager & Project Planner
Planning/CAD Technician/Landscape Architect
Administrative/Technical Assistance
Hourly Rate
$200
$175
$175
$160
$120
$110
$100
$90
Note that these fees are based on some assumptions as follows:
• The number of parcels envisioned to be included in the Redevelopment Area will not
be altered (either reduced or increased) after the initial qualifications analysis is
conducted and the City has given PGAV notice to proceed with preparation of the
Redevelopment Plan;
• The Redevelopment Area will not contain more than one (1) Redevelopment Project
Area;
• The version of the Plan as submitted for the TIF Commission hearing will not have
substantial revision in the form of boundary changes (which are parcel inclusions or
exclusions);
• The redevelopment project as described in the Plan and which is the subject of the
Cost/Benefit Analysis will not have substantial and/or multiple changes which impact
the financial spreadsheets developed for the Cost/Benefit Analysis and may invoke
changes in the redevelopment plan cost tables;
• The number of developer proposals received in the City’
s RFP solicitation does not
exceed more than three; and
• The TIF Commission does not request multiple “what if”runs of the Cost/Benefit
Analysis, does not request adjunct studies (market or economic impact analysis, etc.)
or require other data research.
Actions such as those outlined, will increase the cost of our work and will result in a
request for additional fee.
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