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HomeMy WebLinkAboutR-2025-052 Agreement for Services with Generator Studio, LLC RESOLUTION NO. R-2025-052 A RESOLUTION APPROVING AN AGREEMENT FOR SERVICES WITH GENERATOR STUDIO, LLC BE IT RESOLVED by the Board of Aldermen of the City of Riverside, Missouri, as follows: THAT the Board of Aldermen hereby approves the Agreement for Services between the City of Riverside and Generator Studio, LLC in substantially the form attached hereto and incorporated herein by reference, and the Mayor is hereby authorized and directed to execute the Agreement on behalf of the City; and FURTHER THAT the Mayor, the City Administrator, and other appropriate City officials are hereby authorized to take any and all actions as may be deemed necessary or convenient to carry out and comply with the intent of this Resolution and to execute and deliver for and on behalf of the City all certificates, instruments, agreements, and other documents, as may be necessary or convenient to perform all matters herein authorized. PASSED AND ADOPTED by the Board of Aldermen of the City of Riverside, Missouri, the 15th day of April 2025. Mayor Kathleen L. Rose ATTEST: Robin.Kincaid, City Clerk RESOLUTION NO. R-2025-052 AGREEMENT FOR SERVICES _ fs A ,l ao) THIS AGREEMENT is entered into as of the 2.i.st day of , 2Q-Y3"(the "Effective Date"), by and between Generator Studio, LLC, a Missouri limited liability company having an office at 1615 Baltimore Avenue, Kansas City, Missouri (the "Consultant") and the City of Riverside, Missouri,a Missouri municipal corporation(the"City"). WHEREAS, the City desires to engage the Consultant to provide services to the City regarding design services as more fully described in Exhibit A, entitled "Project Services" attached hereto and incorporated herein by reference. NOW, THEREFORE, in consideration of the promises and mutual covenants between the parties and for other good and valuable consideration the receipt of which is acknowledged by the parties,they agree as follows. 1. Term of Agreement. This non-exclusive Agreement shall begin on the date last signed by the parties and shall continue until the Project Services are provided or the Agreement is terminated as provided herein. 2. Scope of Services. The Consultant shall provide the Project Services described in Exhibit A. The Consultant is solely responsible for payment of wages, salaries, fringe benefits and other compensation of, or claimed by, the Consultant's personnel in the performance of the Project Services, including, without limitation, contributions to any employee benefit plans and all payroll taxes. 3. Compensation and Invoices. The City agrees to compensate the Consultant in accordance with the Compensation Schedule contained in Exhibit B. 4. The City's Responsibilities. The City shall give prompt notice to the Consultant of any matters of which the City becomes aware that may affect the Project Services of the Consultant. The City shall cooperate with the Consultant in performing the Project Services by making available at reasonable times and places relevant City documents and pertinent City officers and employees to advise, assist, consult and direct the Consultant. The City shall examine documents submitted by the Consultant and render decisions promptly as may be required. 5. Insurance. A. General Provisions. Consultant shall file (by the Effective Date) with the City evidence of liability insurance that is consistent with the amounts set forth below. 2 RESOLUTION NO. R-2025-052 B. Limits and Coverage. 1. A policy of insurance for Commercial General Liability Coverage shall be provided in the aggregate amount of not less than $2,000,000 for all claims and $1,000,000 per occurrence. A policy of insurance for Automobile Liability Coverage shall also be provided in the amount of not less than $1,000,000 on a combined single limit. The City shall be listed as an additional insured as respects both policies. Neither policy shall not be cancelled, or materially modified so as to be out of compliance with the requirements of this section, or not renewed without thirty (30) days advance written notice of such event being given to the City. 2. The Consultant shall obtain and maintain Workers' Compensation Insurance for a limit of$500,000 for all of their respective employees, and in case any work is sublet, the Consultant shall require any subcontractors to provide Workers' Compensation insurance for all subcontractor's employees, in compliance with Missouri law. The Consultant hereby indemnifies the City for any damage resulting to it from failure of either the Consultant or any contractor or subcontractor to obtain and maintain such insurance. The Consultant shall provide the City with a certificate of insurance indicating Workers' Compensation coverage by the Effective Date. 6. Termination. Any party may terminate this Agreement at any time, with or without cause, by giving thirty (30) days' notice to the other party in writing. In the event of termination, all finished or unfinished reports, or other material prepared by the Consultant pursuant to this Agreement, shall be provided to the City. Upon termination the City shall pay Consultant for all services rendered and costs incurred up through the termination date for any satisfactory work completed on the project prior to the date of termination. 7. Relationship of Parties. It is the intent of the parties that the Consultant shall be an independent contractor in its capacity hereunder. Nothing herein shall be construed to create an employer-employee relationship. All services performed pursuant to this Agreement shall be performed by the Consultant as an independent contractor. The Consultant shall not have the power to bind or obligate the City except as set forth in this Agreement or as otherwise approved by the City in writing. 8. Notices. Any notice, approval or other communication between the City and the Consultant pursuant to this Agreement shall be made in writing and shall be deemed to be effective upon receipt or refusal of service and may be given by personal delivery, courier, reliable overnight delivery or deposit in the United States mail, postage prepaid, registered or certified, return receipt requested, to the address specified below or to such other address as may later be designated by written notice of the other party: 3 RESOLUTION NO. R-2025-052 The City: City of Riverside Attn: City Administrator 2950 NW Vivion Road Riverside, Missouri 64150 Consultant: Generator Studio, LLC Attn: Thomas J. Proebstle 1615 Baltimore Avenue Kansas City, Missouri 64108 Nothing contained in this section shall be construed to restrict the transmission of routine communications between representatives of the City and the Consultant. 9. Disputes. In the event of a dispute between the City and the Consultant arising out of or related to this Agreement, the aggrieved party shall notify the other parties of the dispute within a reasonable time after such dispute arises in an effort to resolve the dispute by direct negotiation or mediation. During the pending of any dispute, the parties shall continue diligently to fulfill their respective obligations hereunder. 10. Waiver. A waiver by any party of any breach of this Agreement by any other party shall only be in writing. Such a waiver shall not affect the waiving party's rights with respect to any other or further breach or the same kind of breach on another occasion. 11. Severability. The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any event rendering any portion or provision of this Agreement void shall in no way affect the validity or enforceability of any other portion or provision of this Agreement. Any invalid, illegal or unenforceable provision shall be deemed severed from this Agreement, and the balance of this Agreement shall be construed and enforced as if it did not contain the particular portion or provision held to be invalid, illegal or unenforceable. The parties further agree to amend this Agreement to replace any stricken provision with a valid, legal and enforceable provision that comes as close as possible to the intent of the stricken provision. The provisions of this Section shall not prevent this entire Agreement from being invalidated should a provision which is of the essence of this Agreement be determined to be invalid, illegal or unenforceable. 12. Entire Agreement; Governing Law. This Agreement constitutes the entire and integrated agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and 4 RESOLUTION NO. R-2025-052 negotiations with respect thereto. This Agreement may be amended only by a written instrument signed by all parties. This Agreement shall be governed by the laws of the State of Missouri. In the event this Agreement is litigated, venue shall be proper only in the Circuit Court of Platte County, Missouri. 13. Counterparts. This Agreement may be executed in separate counterparts. 14. Assignment. Neither the City nor the Consultant shall assign any rights or duties under this Agreement without the prior written consent of the other party, which consent may be granted or withheld in such other party's absolute discretion. Nothing contained in this Section shall prevent the Consultant from engaging independent consultants, associates, and subcontractors to assist in performance of the Project Services, provided however, in the event Consultant employs independent consultants, associates, and subcontractors to assist in performing the Project Services, Consultant shall be solely responsible for the negligent performance of the independent consultants, associates, and subcontractors so employed. Each party binds itself and its successors and assigns to all provisions of this Agreement. 15. No Third Party Rights. The provisions of this Agreement shall not be deemed to create any third party benefit hereunder for any member of the public or to authorize any one, not a party hereto, to maintain suit pursuant to the terms of this Agreement. 16. Opinions of Cost. Consultant's opinion of probable construction costs shall be made on the basis of experience and qualification as a professional architect, but Consultant does not warrant or guarantee that proposals, bids, or actual costs will not vary from Consultant's costs estimates. 17. Good Faith Efforts and Cooperation. The parties agree to use good faith efforts in a professional manner in the performance of their services and covenants in this Agreement and to cooperate at all times and coordinate their activities as necessary during the Term of this Agreement to assist in performance of the Project Services and to ensure performance of the Project Services in an efficient and timely manner. 18. Authority. Each party represents to the other parties that it has the power and authority to enter into this Agreement and that the person(s) executing it on its behalf has the power to do so and to bind it to the terms of this Agreement. The Consultant represents that it has taken all action necessary or 5 RESOLUTION NO. R-2025-052 appropriate to authorize it to execute, deliver and perform this Agreement and to cause it to be binding upon the Consultant. 19. Covenant Against Contingent Fees. The Consultant warrants that the Consultant has not employed or retained any company or person, other than a bona fide employee working for the Consultant,to solicit or secure this Agreement,and that Consultant has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, the City shall have the right to annul this Agreement without liability or, at its discretion, to deduct from the contract price or consideration, or otherwise recover, the full amount of such fee,commission,percentage,brokerage fee,gift,or contingent fee. 20. Ownership of Documents. Payment by City to Consultant as provided herein shall vest in City title to all drawings, sketches, studies, analyses, reports, models, and other paper, documents, computer files, and material produced by Consultant exclusively for the Project Services performed pursuant to this Agreement up to the time of such payments, and the right to use the same without other or further compensation,provided that any use for another purpose shall be without liability to the Consultant. Upon completion of the Project Services, Consultant shall deliver to City possession of all records pertaining to the Project Services. 21. Compliance with Laws. Consultant shall comply with all federal, state, and local laws, ordinances, and regulations applicable to the Project Services. Consultant shall secure all licenses,permits, etc. from public and private sources necessary for the fulfillment of its obligations under this Agreement. 22. Consultant's Endorsement. Consultant shall endorse as necessary all plans, specifications, estimates, and architectural data furnished by it. 23. Indemnification and Hold Harmless. Consultant shall indemnify and hold harmless City and its officers, employees, elected or appointed officials, and attorneys, each in their official and individual capacities, from and against judgments, damages, losses, expenses, including reasonable attorneys' fees, to the extent caused by the negligent acts, errors, omissions, or willful misconduct of Consultant, or its employees, or subcontractors, in the performance of Consultant's duties under this Agreement, or any supplements or amendments thereto. 24. Professional Responsibility. Consultant will exercise reasonable skill, care, and diligence in the performance of its services in accordance with customarily accepted professional architectural and design practices. If Consultant fails to meet the foregoing standard, Consultant will perform at its own cost, and without reimbursement from City, the professional architectural and design practices services necessary to correct errors and omissions that are caused by Consultant's failure to comply with above standard. 6 RESOLUTION NO. R-2025-052 25. Tax Exempt. City and its agencies are exempt from State and local sales taxes. Sites of all transactions derived from this Agreement shall be deemed to have been accomplished within the State of Missouri. 26. Safety. In the performance of the Project Services, Consultant shall comply with the applicable provisions of the Federal Occupational Safety and Health Act, as well as any pertinent federal, state and/or local safety or environmental codes. 27. Anti-Discrimination Clause. Consultant and its agents, employees, or subcontractors shall not in any way, directly or indirectly, discriminate against any person because of age, race, color, handicap, sex, national origin, or religious creed. 28. Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of terrorism, riot, labor condition) that was beyond the party's reasonable control. IN WITNESS WHEREOF, the Consultant and the City have executed this Agreement as of the date last signed by the parties. [Remainder of page intentionally left blank] City of Riverside,Missouri: By: Kathleen L. Rose, Mayor Dated: April 15, 2025 Attest: Robin Kincaid, City Clerk Generator Studio, LLC By: Thomas J. Proebstle Dated: 4/8/25 Attest: 8 WORK AUTHORIZATION AFFIDAVIT PURSUANT TO 285.530, RSMo STATE OF MISSOURI ) )ss. COUNTY OF JACKSON ) BEFORE ME,the undersigned authority,personally appeared Thomas Proebstle , who, being duly sworn,states on his oath or affirmation as follows: 1.My name is Thomas Proebstle and I am currently the Cofounder of Generator Studio (hereinafter"Consultant"), whose business address is 1615 Baltimore Avenue, Kansas City,MO 64108 , and I am authorized to make this Affidavit. 2. I am of sound mind and capable of making this Affidavit,and am personally acquainted with the facts stated herein. 3. Consultant is enrolled in and participates in a federal work authorization program with respect to the employees working in connection with the provision of the Services. 4. Consultant does not knowingly employ any person who is an unauthorized alien in connection with th coi •acted rvices set forth above. Aftiat Printed Namc Subscribed n sworn to b for to this '(.2 day of4 \ 1( , 2025. aty Pub 'c S. MELISSA MARTIN Notary Public, Notary Seal State of Missouri Jackson County Commission#15637499 My Commission Expires 08-19-2027 9 RESOLUTION NO. R-2025-052 EXHIBIT A Project Services SCOPE OF WORK & COMPENSATION Music District Mixed-Use Planning: Conceptual development of a more dense mixed-use destination for the City of Riverside that is complementary to the music venue under construction as well as the developments to the east of Horizons Pkwy. Flexibility in the preliminary planning is essential to attract development partners. The Owner wishes to be able to use various exhibits to sell the vision of the development to potential stakeholders. Marina: Develop concepts for a flexible marina that supports boat activity on the Missouri River. Concepts to consider include temporary boat tie-ups, mobile marine gas fill-up, limited car parking, connecting the pedestrian trail/bridge, food trucks, consideration of restrooms, landscape and hardscape. It is noted that the project is within the river levee and consideration of Army Corps concerns will be top of mind. The Owner wishes to be able to use various exhibits to sell the vision of the development to potential stakeholders. Specific design tasks are as follows: 10 RESOLUTION NO. R-2025-052 Exhibit B Compensation Schedule ARCHITECTURAL SERVICES: PHASE; MUSIC DISTRICT MIXED USE PLANNING (3 weeks): $15,300.00 1. Conceptual Site Organizational Studies. 2. Concept Sketches. 3. 3D Representation (IE: massing diagrams, 3D sketches, digital models, or study model). 4. Collection of precedent images/prepare storyboard. MARINA PLANNING (2 weeks): $8,500.00 1. Conceptual Site Organizational Studies. 2. Concept Sketches. 3. 3D Representation (IE: massing diagrams, 3D sketches, digital models, or study model). 4. Collection of precedent images/prepare storyboard TOTAL COMPENSATION FOR PLANNING: For the professional services outlined above, Generator Studio proposes to provide this work for a total sum of $23,800.00 Reimbursable expenses are in addition to this fee and are estimated not to exceed 5% of the fees. If additional work is desired for this planning, expenses must be approved in advance by the Owner. Hourly rate schedule attached. REIMBURSABLE EXPENSES: Reimbursable Expenses are in addition to compensation for the design team's services and include expenses incurred by design team members that are directly related to the project. Reimbursable expenses will be invoiced as direct costs plus a 1.10 multiplier and include the costs of mileage, long-distance communications, printing, photography, meeting expenses, shipping and postage, and pre-approved travel, airfare, accommodations and out-of-town living expenses. Cofounder $400.00 Principal $ 350.00 Project Executive $ 250.00 Senior Project Manager/Designer $ 235.00 Project Manager/Senior Architect $ 200.00 Project Architect/Designer $ 170.00 Interior Designer $ 140.00 Architectural/Interior Associate $ 140.00 Interiors Coordinator $ 125.00 Architectural Intern $ 110.00 Graphic Designer $ 135.00 Business Operations $ 110.00 II