Document Douglas_doc_3a320534e1

CITY OF DOUGLAS, WYOMING DOWNTOWN PLAN Request For Proposals Section One Introduction and Summary The City of Douglas, Wyoming is soliciting proposals for professional services to assist in developing a Downtown Plan. A new comprehensive plan for the City; the Douglas Master Plan was adopted in June, 2014. One of the priority action items to implement the Master Plan is to develop a plan specifically for downtown Douglas. The newly adopted Master Plan speaks to a Downtown that is active, diverse and economically viable and is attractive to both tourists and residents. A Downtown Plan will expand on adopted Master Plan policies to provide direction on physical enhancements as well as public and private investment. It is anticipated that work will begin during the Fall of 2014 and the finished product will be adopted by City Council Spring, 2015. A written proposal with a fixed fee amount for required tasks must be received by the City of Douglas, Attention: Karen Rimmer, City Clerk, 101 North 4th Street, P.O. Box 1030, Douglas, WY 82633, no later than 12:00 PM, August 15, 2014. A project developing a new section in the City’s Municipal Code as it relates to new land development regulations will be in process at the same time as this project. It is expected that the consultants in each project will stay current with the other process and coordinate as necessary. Additionally, a wayfinding signage study is also underway for the entire Converse County. This study will include a sign package specific to Douglas. ---PAGE BREAK--- Page 2 of 7 Section Two Background The City of Douglas, population 6,150, is a growing Wyoming community located along the Interstate 25 corridor approximately 50 miles East of Casper, WY. Douglas has been called one of the best 100 Small Towns in America and was recently selected as the best small town in the western United States to practice medicine. In addition to being the official home of the Jackalope and a Tree City USA, Douglas is also the home of the Wyoming State Fairgrounds and Pioneer Museum, Wyoming Law Enforcement Academy, Douglas Railroad Interpretive Center, Douglas Community Golf Course and the Douglas Motorsports Park. Douglas has a strong economic base primarily influenced by the availability of rail access, nearby coal resources and related mining operations, as well as exploration and production activities associated with oil, gas, and uranium reserves in Converse County. As a direct result of energy activities, the housing supply is severely constrained and substantial construction in transient, rental and ownership housing is in process. With the adoption of a new Douglas Master Plan, redevelopment projects currently underway and recent property transactions, downtown is at a critical juncture. The Plan will provide guidance for how downtown Douglas gains its own identity and adapts to existing and upcoming opportunities. Unique challenges exist including the presence of the Burlington Northern Railroad tracks and right-of-way and State Highway 20 which runs through downtown as Center Street. A map of the proposed downtown study area is attached. Section Three Proposal Submittal Requirements Proposals should be limited to a maximum of 15 pages and a cover letter, including attachments. The 15 pages must include the following information: 1. Introductory Requirements a. Transmittal Letter Proposals must have a transmittal letter signed by an authorized representative of the consultant’s company confirming the consultant’s availability to accomplish this project and a commitment to complete the project in a timely manner. b. Project understanding A statement describing the consultant’s understanding of the project and any special skills the consultant will bring to the project. 2. General Information a. Provide the following company information: i. Firm name ---PAGE BREAK--- Page 3 of 7 ii. Business address iii. Primary contact name, email and telephone number iv. Year established v. Type of ownership b. Experience i. Provide information on the consultant’s background and experience on similar downtown planning projects. ii. Provide background of key members of each firm in the team and their specific experience in previous projects that would relate to this project. c. Potential or Perceived Conflicts of Interest i. Any potential or perceived conflicts of interest must be disclosed. 3. Project Approach, Schedule and Presentations a. Provide narrative detailing the consultant’s philosophy and approach to complete the study as described. It is expected the consultant will suggest a public involvement program that will include stakeholder interviews at the start of the project, working with an advisory committee, public meetings or open houses and coordination with the Chamber of Commerce, Douglas Historic Preservation Commission, Downtown Historic Review Panel and Main Street Douglas. Stakeholders and members of the advisory committee will be identified by City staff. b. Provide an overall project schedule including the timing of major tasks, progress reports, public participation events and draft reports. c. Describe the consultant’s ability to prepare and present findings and recommendations to staff, local appointed and elected officials and other interested parties. Consultant will be expected to be present at a minimum of one work session with the Planning & Zoning Commission and City Council as well as adoption public hearings. d. Describe deliverables for the overall project and each phase of the project. d. Provide any additional information or approaches felt to be relevant to indicate the consultant’s ability to successfully complete this project. 4. Resumes Provide resumes of individuals who will be working on the project. For each individual, describe their proposed role and list their relevant experience as requested in 2b above. 5. References Provide references from at least three downtown redevelopment projects for which the consultant has provided similar planning services. References are to include the name of a project contact along with their position, email address and telephone number. Each reference is to include a description of the services provided to the client and the consultant’s specific role. ---PAGE BREAK--- Page 4 of 7 6. Copies Provide 5 hard copies and one CD or flash drive containing the entire submittal in .pdf format. 7. Project Costs Expenses are to be broken down into line items showing the cost of each major task as well as the overall cost. The proposal is to be signed by an official authorized to bind the offer and is to contain a statement to the effect that the proposal is a firm offer for a ninety (90) day period from opening. The proposal is also to provide the following information: name, title, address, email address, and telephone number of the individual(s) with authority to contractually bind the company and also who may be contacted during the period of proposal evaluation for the purpose of clarifying submittal information. Section Four Scope of Services Downtown Douglas is at a critical juncture with one foot in the past, the other in the future. With historically designated buildings, a portion of the study area in an historic district and recent property transactions with expectations of redevelopment; downtown is positioned for the next step in its desired evolution. Through a public process, the Downtown Plan will provide direction to guide the redevelopment and enhancements throughout the downtown area. The City seeks the following as a minimum: • A market analysis to forecast the potential for various uses including retail, office, housing, entertainment, institutional and public. • An analysis of the weaknesses, opportunities and barriers for downtown Douglas. • Using the policies of the newly adopted Douglas Master Plan and based on the public participation program, develop a more detailed vision plan reflecting downtown’s historical context with a clear and practical vision of the future including goals and objectives. • Inclusion of recommended wayfinding programs and signs (based on work being accomplished under a separate contract). • Urban design recommendations including any identified focal points, façade alternatives, etc. This should also include identification of “catalyst” sites with recommendations for development or redevelopment of these areas. • Recommendations for improvements to the public realm – streets, sidewalks, landscaping, street furniture, crossings, etc. • A recommended implementation program including possible funding sources outside of the City’s budget, timelines and responsibilities. The implementation program should prioritize actions that would provide the biggest impact with the least amount of effort. ---PAGE BREAK--- Page 5 of 7 Section Five City Staff Participation City staff will participate throughout the process including at a minimum: • Provide background information, documents and maps as requested; • Provide a building and use inventory by block for the study area; • Identify stakeholders to be interviewed at the start of the process; • Appoint members to an advisory committee; • Coordinate and schedule meetings held in Douglas; and, • Participate in public events, work sessions and public hearings. Section Six Deliverables At the conclusion of the project, the consultant will provide one original suitable for copying and 15 double sided copies of the final version of the Downtown Plan. Additionally, one electronic copy will be provided. Additional deliverables including progress reports should be identified in the proposal. Section Seven Selection Procedures, Schedule and Budget Written questions regarding this RFP should be submitted to Bob Blanchard, Interim Community Development Director, [EMAIL REDACTED], no later than July 29, 2014. Responses to questions will be emailed to everyone who submitted questions or who notified the City they would like to receive responses. All communication during the solicitation process will be directed to Bob Blanchard. No other contact will be made regarding this RFP with any other City staff, Council members, Agents, Consultants, etc. during the RFP process. Failure to comply with this requirement will result in the offending consultant being removed from consideration. All responses to this RFP must be received in a sealed envelope clearly marked “CITY OF DOUGLAS DOWNTOWN PLAN PROPOSAL” by 12:00 PM on or before August 15, 2014. All proposals are to be submitted to: City of Douglas ---PAGE BREAK--- Page 6 of 7 ATTN: Karen Rimmer, City Clerk 101 North 4th Street P.O. Box 1030 Douglas, WY 82633 The anticipated schedule for proposal evaluation and the project is: RFP Issued – July 15, 2014 Last day for questions – July 29, 2014 RFP Responses due – 12:00 PM, August 15, 2014 Short list of selected consultants notified (if needed) – August 29, 2014 Interviews of selected consultants (if needed) – Week of September 8, 2014 Notification of selected consultant – September 12, 2014 Contract awarded and executed – September22, 2014 Project startup – October 1, 2014 Project completion and Plan adopted – April 30, 2015 The City of Douglas has a budget of $60,000 for this project. ---PAGE BREAK--- Page 7 of 7 ---PAGE BREAK--- AGREEMENT FOR PROFESSIONAL PLANNING SERVICES BETWEEN THE CITY OF DOUGLAS, WYOMING AND - Page 1 of 12- AGREEMENT FOR PROFESSIONAL PLANNING SERVICES BETWEEN THE CITY OF DOUGLAS, WYOMING AND 1. Parties. This Agreement is made and entered into this 2014 by and between the City of Douglas, Wyoming, a municipal corporation (hereinafter referred to as “City”) whose address is 101 N. Fourth Street, Douglas, Wyoming 82633 (hereinafter referred to as “Consultant”), whose corporate headquarters is located at 2. Purpose of Contract. Consultant shall provide professional comprehensive planning services to develop a Downtown Plan for City (hereinafter referred to as “Project”). Specifically, Consultant shall be responsible for the scope of services as stated in Attachment A, which is attached hereto and incorporated herein. 3. Term of Contract and Required Approvals. This Contract is effective when all parties have executed it and all required approvals have been granted. The term of the Contract is from the date of execution through 2014, unless otherwise terminated or extended as outlined herein. The project shall be completed pursuant to the schedule for work outlined in Attachment B, which is attached hereto and incorporated herein. 4. Payment. A. Contract Sum. City agrees to pay Consultant for the services described in Attachment A. Payment of Consultant’s services, as described in Attachment C, which is attached hereto and incorporated herein, shall be for time expended on projects by Consultant and of Consultant’s sub consultant firms, they shall be remunerated as described in Attachment C. The Consultant shall provide services in Attachment A for the total projected maximum fee not to exceed dollars No payment shall be made for work performed prior to the date upon which the last required signature is affixed to this Contract or the date of the Consultant’s receipt of a Notice to Proceed, whichever occurs later. (ii). Reimbursable expenses, including travel related lodging, meals, and transportation, will be included in the cost of project listed in Attachment A. (iii). Consultant may submit invoices for payment upon completion of services for the project in Attachment A. invoices for services associated with Additional Services shall have written authorization from the City before proceeding with any additional services. Payments shall be made pursuant to Wyo. Stat. §16-6-602. Payments made ---PAGE BREAK--- AGREEMENT FOR PROFESSIONAL PLANNING SERVICES BETWEEN THE CITY OF DOUGLAS, WYOMING AND - Page 2 of 12- beyond forty-five (45) days after invoice will include interest at the legal rate for the State of Wyoming for such period beyond thirty (30) days. Any fees for services must be performed prior to the submission of the invoice. No advance payment for services may be requested. Records of personnel, consultants, extra and reimbursable expenses pertaining to the Project shall be kept on a generally recognized accounting basis, acceptable to City, and shall be available to City or authorized representatives of City upon request by City. B. Payment of Consultant’s additional services shall be negotiated by City based upon time expended on projects by Consultant and of Consultant’s subconsultant firms; they shall be remunerated as described in Attachment C. 5. Responsibilities of Consultant. A. General Services. Consultant’s services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the project. Consultant shall comply with the schedule for the performance of Consultant’s service as outlined in Attachment B, which is attached hereto and incorporated herein to this Contract and which shall be adjusted, if necessary, as the project proceeds. The schedule shall be in the form of a progress chart so as to indicate by percentage the work completed at any time. Consultant shall update the progress schedule as requested by City. This schedule shall include allowances for periods of time required for City’s review, and for approval of submissions by authorities having jurisdiction over each project. Time limits established by this schedule approved by City shall not, except for reasonable cause, be exceeded by Consultant. (ii). Consultant shall consult, to the extent required by City, with authorized employees, agents and/or representatives of City relative to the completion of the project as described in Attachment A. (iii). Consultant shall designate a principal or member of Consultant’s staff satisfactory to City as the Project representative who shall, so long as their performance continues to be acceptable to City remain in charge of the services for the project in Attachment A. (iv). Consultant shall provide copies of all documents required by City for review and approval by City and the appropriate authorities and agencies. B. Extra Services of Consultant. Additional services beyond the scope defined in Paragraph 3 herein, when authorized in advance by means of a written City change authorization, pursuant to the amendment provision of this Contract contained in Paragraph 9(A), shall be paid for by City. If, in the opinion of City, the scope of the extra services significantly changes the terms of this Contract, City has the right to publicly advertise and negotiate for those services without terminating this Contract. ---PAGE BREAK--- AGREEMENT FOR PROFESSIONAL PLANNING SERVICES BETWEEN THE CITY OF DOUGLAS, WYOMING AND - Page 3 of 12- 6. Responsibilities of City. A. Unless otherwise provided in this Contract, City shall provide full information in a timely manner regarding requirements for and limitations on the project in Attachment A. B. City’s Project representative as identified in Paragraph 8 shall be authorized to act on the behalf of City with respect to the project described in Attachment A. City and/or his designee shall render decisions in a timely manner pertaining to documents submitted by the Consultant in order to avoid unreasonable delay in the orderly and sequential progress of the Consultant’s services. C. Nothing in this Contract nor any act or failure to act on the part of City shall be construed as a waiver of a claim by City for any defects or deficiencies in the Drawings and Specifications or of the project administration required of Consultant. D. To the extent authorized by law, City agrees to provide Consultant copies of any existing Comprehensive Plans, Master Plans and other plans, drawings, plan revisions and other public information and data necessary and available existing data and documentation to Consultant for use by Consultant. E. City agrees to provide Consultant with support services needed to organize, schedule, notify, provide meeting locations, and conduct meetings. 7. Special Provisions. A. Limitation of Payments. City’s obligation to pay the Consultant for services rendered pursuant to this Contract is conditioned upon the availability of City’s funds which are allocated to pay the Consultant. If funds are not allocated and available to pay the Consultant for these services, City may terminate this Contract at the end of the period for which the funds are available. City shall notify Consultant at the earliest possible time if this Consultant will or may be affected by a shortage of funds. No liability shall accrue to City in the event this provision is exercised, and the City shall not be obligated or liable for any future payments due or for any damages as a result of termination under this section. This provision shall not be construed so as to permit City to terminate this Contract in order to acquire similar services from another party. The Consultant shall be paid for all services provided and expenses incurred prior to receipt of any such notification that City was terminating the Contract because of a shortage of funds. B. Assumption of Risk. Consultant shall assume the risk of any loss of State or Federal funding, either administrative or program dollars, due to Consultant's failure to comply with State or Federal requirements. City shall notify Consultant of any State or Federal determination of noncompliance. ---PAGE BREAK--- AGREEMENT FOR PROFESSIONAL PLANNING SERVICES BETWEEN THE CITY OF DOUGLAS, WYOMING AND - Page 4 of 12- C. Monitor Activities. City shall have the right to monitor all Contract related activities of the Consultant and all subcontractors. This shall include, but not be limited to, the right to make site inspections at any time, to bring experts and consultants on site to examine or evaluate completed work or work in progress, and to observe all Consultant personnel in every phase of performance of Contract related work. D. No Finder's Fees. No finder's fee, employment agency fee, or other such fee related to the procurement of this Contract shall be paid by either party. E. Nondiscrimination. Consultant shall comply with Presidential Executive Order 11246 entitled, "Equal Employment Opportunity," as amended by Presidential Executive Order 11375, and as supplemented in the Department of Labor Regulations (41 CFR Part 60), the Civil Rights Act of 1964, the Wyoming Fair Employment Practices Act (Wyo. Stat. § 27-9-105 et seq.), and the Americans With Disabilities Act (hereinafter referred to as “ADA”), 42 U.S.C. 12101, et seq. Consultant shall assure that no person is discriminated against based on the grounds of sex, race, religion, national origin or disability in connection with the performance of this Contract. Consultant shall include the provisions of this section in every subcontract awarded in excess of ten thousand dollars ($10,000) so that such provisions are binding on each subcontractor. F. Publicity. Any publicity given to the program or services provided herein including, but not limited to, notices, information, pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Consultant, shall identify CITY as the sponsoring agency and shall not be released without prior written approval from CITY. G. Immigration Reform and Control Act of 1986. In connection with the performance of Consultant pursuant to this Contract, Consultant warrants that it will comply with the requirements of the Immigration Reform and Control Act of 1986 (P.L. 99-603, November 6, 1986) which prohibits the hiring, referral or recruitment of aliens not authorized to work, and provides for employer verification that an individual is not an unauthorized alien. Consultant agrees to send notice to all subconsultants regarding the requirements of the Immigration Reform and Control Act of 1986 and notice that they are expected to comply with all of its provisions. 8. General Provisions. A. Amendments. Any changes, modifications, revisions or amendments to this Contract which are mutually agreed upon by the parties to this Contract shall be incorporated by written instrument, executed and signed by all parties to this Contract. Change in Services of the Consultant, including but not limited to Paragraph 4(C), include services required of Consultant’s subconsultants may be accomplished after execution of this Contract, without invalidating this Contract, if mutually agreed in writing, B. Americans with Disabilities Act. Consultant shall not discriminate against a qualified individual with a disability and shall comply with the Americans with Disabilities Act, P.L. 101-336, 42 U.S.C. 12101, et seq., and/or any properly promulgated rules and regulations related ---PAGE BREAK--- AGREEMENT FOR PROFESSIONAL PLANNING SERVICES BETWEEN THE CITY OF DOUGLAS, WYOMING AND - Page 5 of 12- thereto. C. Applicable Law/Venue. The construction, interpretation and enforcement of this Contract shall be governed by the laws of the State of Wyoming. The Courts of the State of Wyoming shall have jurisdiction over this Contract and the parties, and the venue shall be the Eighth Judicial District, Converse County, Wyoming. Consultant agrees to appoint a registered agent in Wyoming for service of process, and will notify City in writing of the name and address of the registered agent within fifteen (15) days of effective date of this Contract. D. Assignment/Contract Not Used as Collateral. Neither party shall assign or otherwise transfer any of the rights or delegate any of the duties set forth in this Contract without the prior written consent of the other party. The Consultant shall not use this Contract, or any portion thereof, for collateral for any financial obligation. E. Audit. City and any of its representatives shall have access to any books, documents, papers, and records of Consultant which are pertinent to this Contract. The Consultant shall maintain such records for five years after termination of the Contract, or for two years after the final resolution of any dispute arising from the Contract, whichever is later. Additionally, Consultant shall abide by all regulations imposed by funding sources or governmental agencies, such as auditing requirements, payroll affidavits, and other documentation or verification. F. Award of Related Contracts. City may undertake or award supplemental or successor contracts for work related to this Contract. The Consultant shall cooperate fully with other Consultants and City in all such cases. G. Compliance with Law. Consultant professional services shall be consistent with sound architectural practices and shall keep informed of and comply with all applicable federal, state and local laws, regulations, codes and standards that are applicable in the performance of this Contract. In the event of a change in laws and/or regulations of which the Consultant shall inform City of the change and its impact on work already performed or to be performed, fees and costs involved, and scheduling. If either City or Consultant believes the change requires a renegotiation of this Contract, both parties will renegotiate the Contract and in good faith. If a renegotiated Contract cannot be agreed to, either party may terminate this Agreement pursuant to Paragraph 8 H. Confidentiality and Publicity. All documents, data compilations, reports, computer programs, photographs, and any other work provided to or produced by Consultant in the performance of this Contract shall be kept confidential by Consultant unless written permission is granted by City for its release or unless disclosure is otherwise required by law. Consultant shall have similar agreements with any subconsultants to maintain the confidentiality of information specifically designated as confidential by City. ---PAGE BREAK--- AGREEMENT FOR PROFESSIONAL PLANNING SERVICES BETWEEN THE CITY OF DOUGLAS, WYOMING AND - Page 6 of 12- I. Entirety of Contract. This Contract, consisting of thirteen (13) pages, together with Attachment A entitled “Request for Proposal” consisting of seven pages, Attachment B entitled “Schedule of Performance” consisting of page, and Attachment C entitled “Scope of Work” consisting of four pages, represents the entire and integrated Contract between the parties and supersede all prior negotiations, representations, and agreements, whether written or oral. J. Ethics. Consultant shall keep informed of and comply with the Wyoming Ethics and Disclosure Act (Wyo. Stat §9-13-101, et seq.), and any and all ethical standards governing Consultant’s profession. K. Force Majeure. Neither party shall be liable for failure to perform under this Contract if such failure to perform arises out of causes beyond the control and without the fault or negligence of the nonperforming party. Such causes may include, but are not limited to, acts of God or the public enemy, fires, floods, epidemics, quarantine restrictions, freight embargoes, and unusually severe weather. This provision shall become effective only if the party failing to perform immediately notifies the other party of the extent and nature of the problem, limits delay in performance to that required by the event, and takes all reasonable steps to minimize delays. This provision shall not be effective unless the failure to perform is beyond the control and without the fault or negligence of the nonperforming party. L. Indemnification. Consultant shall indemnify, defend and hold harmless the City, and their officers, agents, employees, successors and assignees from any and all claims, lawsuits, losses and liability arising out of Consultant’s failure to perform any of Consultant’s duties and obligations hereunder or in connection with the negligent performance of Consultant’s duties or obligations, including but not limited to any claims, lawsuits, losses or liability arising out of Consultant’s malpractice. (ii). Consultant shall be liable to City for all damages and every expense, cost, attorneys’ fees and payment incurred by City to the extent caused by the negligence, negligent acts, errors or omissions in any of the services furnished under this Contract by Consultant or Consultant’s subconsultants. (iii). Without limitation as to other remedies, which City may have, Consultant will without additional compensation, correct or revise any errors or deficiencies in its designs, drawings, specifications or other services. M. Independent Contractor. Consultant shall function as an independent Contractor for the purposes of this Contract, and shall not be considered an employee of the City of Douglas for any purpose. Consultant shall assume sole responsibility for any debts or liabilities that may be incurred by Consultant in fulfilling the terms of this Contract, and shall be solely responsible for the payment of all federal, state and local taxes which may accrue because of this Contract. Nothing in this Contract shall be interpreted as authorizing Consultant or its agents and/or employees ---PAGE BREAK--- AGREEMENT FOR PROFESSIONAL PLANNING SERVICES BETWEEN THE CITY OF DOUGLAS, WYOMING AND - Page 7 of 12- to act as an agent or representative for or on behalf of the City, or to incur any obligation of any kind on the behalf of the City. Consultant agrees that no health/hospitalization benefits, workers' compensation and/or similar benefits available to City employees will inure to the benefit of Consultant or the Consultant's agents and/or employees as a result of this Contract. N. Kickbacks. Consultant certifies and warrants that no gratuities, kickbacks or contingency fees were paid in connection with this Contract, nor were any fees, commissions, gifts, or other considerations made contingent upon the award of this Contract. Consultant shall provide the City with a certification under oath that he has not in any way been involved in any gratuities, kickbacks or contingent fees in connection with his selection or ultimate performance under this contract. If the Consultant breaches or violates this warranty, City may, at its discretion, terminate this Contract without liability to the City, or deduct from the Contract price or consideration, or otherwise recover, the full amount of any commission, percentage, brokerage, or contingency fee. O. Notices. All notices arising out of, or from, the provisions of this contract shall be in writing and given to the parties at the address provided under this Contract, either by regular mail, facsimile, e-mail, or delivery in person. P. Notice and Approval of Proposed Sale or Transfer of Consultant. Consultant shall provide City with the earliest possible advance notice of any proposed sale or transfer or any proposed merger or consolidation of the assets of Consultant. Such notice shall be provided in accordance with the notice provision of this Contract. If City determines that the proposed merger, consolidation, sale or transfer of assets is not consistent with the continued satisfactory performance of Consultant’s obligations under this Contract, then City may, at its option, terminate or renegotiate the Contract. Q. Liaison and Notice City’s and Consultant’s Designated Representatives. City’s designated representative is 101 N. Fourth Street, Douglas, WY 82633, telephone number: (307) and EMail: (ii) The Consultant’s project representatives are telephone number: and EMail: (iii) All notices and invoices required in this Contract shall be in writing, properly addressed to the liaison noted above, and mailed first-class, postage prepaid. All notices sent via U.S. Postal Services are deemed effective on the date of postmark. Notices and invoices mailed through another carrier UPS or FedEx) are effective upon receipt. R. Insurance. The Consultant shall maintain the following insurance: Comprehensive General Liability. Consultant shall have and maintain comprehensive general liability insurance coverage during the entire term of the Contract, against claims arising out of bodily injury, death, damage to or destruction of the property of others, ---PAGE BREAK--- AGREEMENT FOR PROFESSIONAL PLANNING SERVICES BETWEEN THE CITY OF DOUGLAS, WYOMING AND - Page 8 of 12- including loss of use thereof, and including underground, collapse and explosion (XCU) and products and completed operations in an amount not less than one million dollars ($1,000,000.00) each occurrence and two million dollars ($2,000,000.00) in the general aggregate. (ii). Workers Compensation or Employers Liability Insurance. Consultant shall provide proof of workers compensation coverage, for all its employees who are to work on the projects described in this Contract. Consultant’s coverage shall be under the Wyoming Workers Safety and Compensation program, if statutorily required or such other workers compensation insurance as appropriate. Consultants insurance shall include AStop Gap coverage in an amount not less than Five Hundred Thousand Dollars ($500,000.00) per employee for each accident and disease. Consultant shall have also supply proof of workers’ compensation and employer’s liability insurance on each and every subconsultant before allowing that sub consultant on the job site. (iii). Professional Liability or Errors and Omissions Liability Insurance. Contractor shall provide proof of professional liability insurance or errors and omissions liability insurance to protect the City from any and all claims arising from Contractor’s alleged or real professional errors, omissions or mistakes in the performance of professional duties by Consultant or his structural, electrical, or mechanical engineering consultants in an amount not less than one million dollars ($500,000.00). (iv). Business Automobile Liability. Contractor shall maintain, during the entire term of the contract, automobile liability insurance in an amount not less than five hundred thousand dollars ($500,000.00) per occurrence. Coverage. All polices required under this Contract shall be in effect for the duration of this Contract and projects. All policies shall be primary and not contributory. Contractor shall pay the premiums on all insurance policies and insurance certificates must include a clause stating that the insurance may not be revoked, cancelled, amended or allowed to lapse until the expiration of at least thirty (30) days advance written notice to City. (vi). Additional Insured. All insurance policies required by this Contract, except workers’ compensation, shall name City as an additional insured, and shall contain a waiver of subrogation against City, its agents and employees. Contractor shall provide, upon request a copy of an endorsement providing this coverage. (vii). City’s Right to Reject. City reserves the right to reject a certificate of insurance if Consultant’s insurance company is widely regarded in the insurance industry as financially unstable. This would include but is not limited to insurance companies with no less than AVIII rating in the A.M. Best insurance rating guide. (viii). Subcontractors. The insurance requirements set forth above apply to all subconsultants. It is Consultant’s responsibility to ensure that its subconsultants meet these insurance requirements. City has the right to review the Certificates of any and all subconsultants used by the Consultant. ---PAGE BREAK--- AGREEMENT FOR PROFESSIONAL PLANNING SERVICES BETWEEN THE CITY OF DOUGLAS, WYOMING AND - Page 9 of 12- (ix). Cancellation. There shall be no cancellation, material change, potential exhaustion of aggregate limits or intent to not renew insurance coverage without thirty (30) days written notice from Consultant or their insurers to City. Any failure to comply with the reporting provision of this insurance, except for the potential exhaustion of aggregate limits, shall not affect the coverage provided to City and its division, officers and employees. S. Ownership of Documents/Work Product/Materials. All documents including but not limited to the report, prepared by the Consultant, whether complete or incomplete, shall be and remain the property of City and any other, reports, records, field notes, data, samples, specimens, and materials of any kind resulting from performance of this Contract are at all times the property of City. City will not revise any of the construction documents without prior written approval of Consultant. T. Patent or Copyright Protection. Consultant recognizes that certain proprietary matters or techniques may be subject to patent, trademark, copyright, license or other similar restrictions, and warrants that no work performed by Consultant or its subcontractors will violate any such restriction. U. Prior Approval. This Contract shall not be binding upon either party; no services shall be performed under the terms of this Contract, until this Contract has been reduced to writing, approved by the Douglas City Council. V. Sovereign Immunity. The City does not waive sovereign immunity by entering into this Contract, and specifically retain immunity and all defenses available to them as sovereigns pursuant to Wyo. Stat. § 1-39-104(a) and all other state law. W. Taxes. Consultant shall pay all taxes and other such amounts required by federal, state and local law, including but not limited to federal and social security taxes, workers' compensation, unemployment insurance and sales taxes. X. Termination of Contract. City reserves and has the right and privilege of canceling, suspending, or abandoning the execution of all or any work or projects in connect with this Contract at any time upon written notice to Consultant. The Consultant may terminate this Contract upon written notice to City should City substantially fail to perform in accordance with Paragraph 4 and 6 of this Contract. (ii). In event of termination, all finished or unfinished design development and construction documents, data, studies, surveys, drawings, maps, models, photographs, and reports prepared by Consultant shall be immediately surrendered to City. (iii). In the event of termination, City shall pay to Consultant, as full payment for all services performed and all expenses incurred under this Contract, which shall have ---PAGE BREAK--- AGREEMENT FOR PROFESSIONAL PLANNING SERVICES BETWEEN THE CITY OF DOUGLAS, WYOMING AND - Page 10 of 12- become payable because of the progress in the work. In ascertaining the services actually rendered hereunder up to the date of termination of this Contract, consideration shall be given to both completed work and work in progress, to complete and incomplete drawings, and to other documents, whether delivered to City or in the possession of City and to authorized reimbursable expenses. (iv). If, upon payment of the amount required to be paid under this paragraph herein following the termination of this Contract, City thereafter should determine to complete the original project or substantially the same project, City for such purposes shall have the right of utilization of any original tracings, drawings, calculations, specifications, estimates, and other construction documents prepared under this Contract by Consultant. At the Consultant’s request, City agrees to credit Consultant which such authorship as may be due him or she, but is not required to renew the Contract. City will not reuse any of the construction documents without prior written approval of Consultant. Y. Third Party Beneficiary Rights. The parties do not intend to create in any other individual or entity the status of third party beneficiary and this Contract shall not be construed so as to create such status. The rights, duties and obligations contained in this Contract shall operate only between the parties to this Contract, and shall inure solely to the benefit of the parties to this Contract. The provisions of this Contract are intended only to assist the parties in determining and performing their obligations under this Contract. The parties to this Contract intend and expressly agree that only parties signatory to this Contract shall have any legal or equitable right to seek to enforce this Contract, to seek any remedy arising out of a party's performance or failure to perform any term or condition of this contract, or to bring an action for the breach of this Contract. Z. Disputes/Remedies. In seeking to resolve any dispute relating to this Contract, City does not waive its sovereign immunity. Any dispute or claim arising out of or relating to this Contract may be assigned to non-binding mediation upon mutual agreement of the parties, in accordance with the Wyoming Supreme Court's rules for alternative dispute resolution. The parties to the dispute shall bear their respective costs for the mediation. The rights and remedies of the parties provided for in these clauses are in addition to any other rights and remedies provided by law or under this Contract. AA. Limitations on Lobbying Activities. In accordance with P.L.101-121, any payments made from a Federal grant shall not be utilized by Contractor or its subcontractors in connection with lobbying Congressmen, or any other Federal Department in connection with the award of a Federal grant, contract, cooperative agreement, or loan. Contractor and any subcontractors shall submit a certification statement and disclosure form acceptable to the State before commencement of the work. BB. Warranty. Contractor warrants the following: has the ability to perform the agreed services; (ii). shall provide suitable resources to perform work in accordance with ---PAGE BREAK--- AGREEMENT FOR PROFESSIONAL PLANNING SERVICES BETWEEN THE CITY OF DOUGLAS, WYOMING AND - Page 11 of 12- agreed services; (iii). will endeavor to provide the services herein on a timely basis consistent with the difficulty and scope of services to be provided; (iv). shall perform services in a manner consistent with the degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances; and is responsible for the professional quality, technical accuracy and coordination of all designs, drawings, specifications and other services furnished by Consultant under this Contract. CC. Extension. Nothing in this Contract shall be interpreted or deemed to create an expectation that this Contract will be extended beyond the term described herein. Any extension of this Contract shall be requested by the Contractor and following approval by City shall be effective only after it is reduced to writing and executed by all parties to the Contract. Any agreement to extend this Contract shall include, but not necessarily be limited to: an unambiguous identification of the Contract being extended; the term of the extension; the amount of any payment to be made during the extension, or a statement that no payment will be made during the extension; a statement that all terms and conditions of the original Contract shall, unless explicitly delineated in the exception, remain as they were in the original Contract; and, if the duties of either party will be different during the extension than they were under the original Contract, a detailed description of those duties. DD. Severability. Should any portion of this Contract be judicially determined to be illegal or unenforceable, the remainder of this Contract shall continue in full force and effect and either party may attempt to renegotiate the terms affected by the severance. EE. Titles Not Controlling. Titles of paragraphs are for reference only, and shall not be used to construe the language in this Contract. FF. Waiver. The waiver of any breach of any term or condition in this Contract shall be deemed a waiver of any prior or subsequent breach. GG. Time is of the Essence. Time is of the essence in all provisions of the Contract. REST OF PAGE INTENTIONALLY LEFT BLANK ---PAGE BREAK--- AGREEMENT FOR PROFESSIONAL PLANNING SERVICES BETWEEN THE CITY OF DOUGLAS, WYOMING AND - Page 12 of 12- IN WITNESS WHEREOF, the Douglas City Council has caused this Agreement to be signed and executed in its behalf by its Mayor, and duly attested by its City Clerk, and Consultant has signed and executed this Agreement, the day and year first written above. CITY OF DOUGLAS, WYOMING: By: Bruce A. Jones, Mayor Karen Rimmer City Clerk CONSULTANT: