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Heartland Professional Services AgreementOf EUAJO ti"� Mn t.. d• CONTRACT ROUTING FORM No. z Originator: Shane Hope Routed by: f- Department/Division: Development Services Date: Name of Cons ultant/Contractor: Heartland y CONTRACT TITLE: a Professional Services Agreement (City Clerk Use Only) Diane Cunningham 10/25/2017 Type of Contract: (GR) Grants (1) Intergovernmental Agreement (L) Lease Agreement Z ® (S) Purchase of Services (W) Public Works (p) Other W I'- Bid/RFP Number: Z V Effective Date: 10/26/2017 Completion Cate 01/30/2018 0 Has the original City contract boilerplate language been modified? 0Yes No F If yes, specify which sections have been modified: pDescription V of Services: Performing a Feasibility Study for Five Corners Total Amount of Contract: $ 15,000.00 i Budget # 001.000.62.524.10.41.00 Amount: $ 15,000.00 U) J F Budget # Amount: W G Q Budget # Amount: V ZAre there sufficient funds in the current budget to cover this contract? (DYes ® No ILL Remarks. I f I Authorization Level: Staff W W. ,/ 1. Project Manager V 6. City Council Approval Q B 2. Risk Management/Budget Date (if applicable) Z �✓ 3. City Attorney Y`a v 7. Mayor 29 ❑✓ 4. Consultant/Contractor V, 8. City Clerk N 5. Other '�?C. 189M CITY OF EDMONDS 121 5t" Avenue North, Edmonds WA 98020 Phone: 425.771.0220 a Fax: 425.771.0221 • Web: www.edmondswa.gov DEVELOPMENT SERVICES DEPARTMENT* PLANNING DIVISION PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into between the City of Edmonds, hereinafter referred to as the "City", and Heartland, LLC hereinafter referred to as the "Consultant". WHEREAS, the City desires to engage the professional services and assistance of the Consultant to provide services with respect to performing a Feasibility Study for Five Corners. NOW, THEREFORE, in consideration of mutual benefits accruing, it is agreed by and between the parties hereto as follows: 1. Scope of work. The scope of work shall include all services and material necessary to accomplish the above mentioned objectives in accordance with the Scope of Services that is marked as Exhibit A, attached hereto and incorporated herein by this reference. 2. Payments. The Consultant shall be paid by the City for completed work for services rendered under this Agreement as provided hereinafter. Such payment shall be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment and incidentals necessary to complete the work. A. Payment for work accomplished under the terms of this Agreement shall be on a time and expense basis as set forth on the fee schedule found in Exhibit B, attached hereto and incorporated herein by this reference; provided, in no event shall the payment for work performed pursuant to this Agreement exceed the sum of FIFTEEN THOUSAND DOLLARS ($15,000.00). B. All vouchers shall be submitted by the Consultant to the City for payment pursuant to the terms of this Agreement. The City shall pay the appropriate amount for each voucher to the Consultant. The Consultant may submit vouchers to the City biweekly during the progress of the work for payment of completed phases of the project. Billings shall be reviewed in conjunction with the City's warrant process. No billing shall be considered for payment that has not been submitted to the City three days prior to the scheduled cut-off date. Such late vouchers will be checked by the City and payment will be made in the next regular payment cycle. C. The costs records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the City for a period of three years after final payment. Copies shall be made available upon request. ;o- 7106 MM 6G 3. OwnershiD and use cif documents. All research, tests, surveys, preliminary data and any and all other work product prepared or gathered by the Consultant in preparation for the services rendered by the Consultant under this Agreement shall be and are the property of the Consultant and shall not be considered public records; provided, however, that: A. All final reports, presentations and testimony prepared by the Consultant shall become the property of the City upon their presentation to and acceptance by the City and shall at that date become public records; B. The City shall have the right, upon reasonable request, to inspect, review and, subject to the approval of the Consultant, copy any work product; and C. In the event that the Consultant shall default on this Agreement, or in the event that this Agreement shall be terminated prior to its completion as herein provided, the work product of the Consultant, along with a summary of work done to date of default or termination, shall become the property of the City and tender of the work product and summary shall be a prerequisite to final payment under this Agreement. The summary of work done shall be prepared at no additional cost. 4. Time of perfarmanee. The Consultant shall perform the work authorized by this Agreement promptly in accordance with the receipt of the required governmental approvals. 5. Hold r Ie s agreement. The Consultant shall indemnify and hold the City and its officers and employees harmless from and shall process and defend at its own expense all claims, demands, or suits at law or equity arising in whole or in part from the Consultant's negligence or breach of any of its obligations under this Agreement; provided that nothing herein shall require a Consultant to indemnify the City against and hold harmless the City from claims, demands or suits based solely upon the conduct of the City, its agents, officers and employees; and provided further that if the claims or suits are caused by or result from the concurrent negligence of (a) the Consultant's agents or employees, and (b) the City, its agents, officers and employees, this indemnity provision with respect to (1) claims or suits based upon such negligence (2) the costs to the City of defending such claims and suits shall be valid and enforceable only to the extent of the Consultant's negligence or the negligence of the Consultant's agents or employees. The Consultant shall comply with all applicable sections of the applicable Ethics law, including RCW 42.23, which is the Code of Ethics for regulating contract interest by municipal officers. The Consultant specifically assumes potential liability for actions brought by the Consultant's own employees against the City and, solely for the purpose of this indemnification and defense, the Consultant specifically waives any immunity under the state industrial insurance law, Title 51, RCW. 6. (general and professional liability insurance. The Consultant shall obtain and keep in force during the terms of the Agreement, or as otherwise required, the following insurance with companies or through sources approved by the State Insurance Commissioner pursuant to Title 48 RCW. Insurance Coverage A. Worker's compensation and employer's liability insurance as required by the State. B. Commercial general liability and property damage insurance in an aggregate amount not less than two million dollars ($2,000,000) for bodily injury, including death and property damage. The per occurrence amount shall not exceed one million dollars ($1,000,000). C. Vehicle liability insurance for any automobile used in an amount not less than a one million dollar ($1,000,000) combined single limit. D. Professional liability insurance in the amount of one million dollars ($1,000,000). Excepting the Worker's Compensation Insurance and Professional Liability Insurance secured by the Consultant, the City will be named on all policies as an additional insured. The Consultant shall furnish the City with verification of insurance and endorsements required by the Agreement. The City reserves the right to require complete, certified copies of all required insurance policies at any time. All insurance shall be obtained from an insurance company authorized to do business in the State of Washington. The Consultant shall submit a verification of insurance as outlined above within fourteen (14) days of the execution of this Agreement to the City. No cancellation of the foregoing policies shall be effective without thirty days prior notice to the City. The Consultant's professional liability to the City shall be limited to the amount payable under this Agreement or one million dollars ($1,000,000), whichever is the greater, unless modified elsewhere in this Agreement. In no case shall the Consultant's professional liability to third parties be limited in any way. 7. l)iscriniination nrohihited. Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, national origin, age, sex, sexual orientation, marital status, veteran status, liability for service in the armed forces of the United States, disability, or the presence of any sensory, mental or physical handicap, or any other protected class status, unless based upon a bona fide occupational qualification. 8. Consultant is an independent contractor. The parties intend that an independent contractor relationship will be created by this Agreement. No agent, employee or representative of the Consultant shall be deemed to be an agent, employee or representative of the City for any purpose. Consultant shall be solely responsible for all acts of its agents, employees, representatives and subcontractors during the performance of this Agreement. 9. City aVl2rovaf of work and relatic�nslii s. Notwithstanding the Consultant's status as an independent contractor, results of the work performed pursuant to this Agreement must meet the approval of the City. During pendency of this Agreement, the Consultant shall not perform work for any party with respect to any property located within the City of Edmonds or for any project subject to the administrative or quasi judicial review of the City without written notification to the City and the City's prior written consent. 10. Termination. This being an Agreement for professional services, either party may terminate this Agreement for any reason upon giving the other party written notice of such termination no fewer than ten (10) days in advance of the effective date of said termination. 11. IntegEdtion. The Agreement between the parties shall consist of this document, the Consultant's proposal attached hereto as Exhibit A, and the Consultant's fee schedule, attached hereto as Exhibit B. These writings constitute the entire Agreement of the parties and shall not be amended except by a writing executed by both parties. In the event of any conflict between this written Agreement and any provision of Exhibits A or B, this Agreement shall control. 12. Changes/Additional Work. The City may engage Consultant to perform services in addition to those listed in this Agreement, and Consultant will be entitled to additional compensation for authorized additional services or materials. The City shall not be liable for additional compensation until and unless any and all additional work and compensation is approved in advance in writing and signed by both parties to this Agreement. If conditions are encountered which are not anticipated in the Scope of Services, the City understands that a revision to the Scope of Services and fees may be required. Provided, however, that nothing in this paragraph shall be interpreted to obligate the Consultant to render or the City to pay for services rendered in excess of the Scope of Services in Exhibit A unless or until an amendment to this Agreement is approved in writing by both parties. 13. Standard of Care. Consultant represents that Consultant has the necessary knowledge, skill and experience to perform services required by this Agreement. Consultant and any persons employed by Consultant shall use their best efforts to perform the work in a professional manner consistent with sound industry practices, in accordance with the schedules herein and in accordance with the usual and customary professional care required for services of the type described in the Scope of Services. 14. Nojt-�waiw- . Waiver by the City of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other provision. 15. Non-assi,nable. The services to be provided by the Consultant shall not be assigned or subcontracted without the express written consent of the City. 16. Covenant against contingent fees. The Consultant warrants that s/he has not employed or retained any company or person, other than a bona fide employee working solely for the Consultant, to solicit or secure this Agreement, and that s/he has not paid or agreed to pay any company or person, other than a bona fide employee working solely for the Consultant, any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award of making of this Agreement. For breach or violation of this warranty, the City shall have the right to annul this Agreement without liability or, in 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. 17. Compliance with laws. The Consultant in the performance of this Agreement shall comply with all applicable Federal, State or local laws and ordinances, including regulations for licensing, certification and operation of facilities, programs and accreditation, and licensing of individuals, and any other standards or criteria as described in the Agreement to assure quality of services. The Consultant specifically agrees to pay any applicable business license, which may be due on account of this Agreement. 18. Notices. Notices to the City of Edmonds shall be sent to the following address: City of Edmonds Attn: Shane Hope 121 Fifth Avenue North Edmonds, WA 98020 Notices to the Consultant shall be sent to the following address: Heartland, LLC Attn: Chris Fiori 1301 First Avenue, Suite 200 Seattle, WA, 98121 Receipt of any notice shall be deemed effective three days after deposit of written notice in the U.S. mails, with proper postage and properly addressed. DATED THIS 0?5 DAY OF 06TDBE71Z , 2017. CITY OF EDMONDS CONSULTANT f Shane How Chris Fiori Director of Development Services Principal & Project Manager, Heartland, LLC ATTEST/AUTHENTICATED: '7 - Sco assey, ity Clerk APPROVED AS TO FORM: f7r Office of the City Attorney STATE OF WASHINGTON ) )ss COUNTY OF St)MOM i 5t4 ) On this day of ©CM 8,eA, , 20/-J , before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn, personally appearedC 1-106 to me known to be the �AICaPAL 4 p� �C_ 'r M&JtkgCrZ- of the corporation that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he/she was authorized to execute said instrument and that the seal affixed is the corporate seal of said corporation. WITNESS my hand and official seal hereto affixed the day and year first above written. w:��oY�Rrl,,f � rfw s.:• Or •wk% " mr NOTARY PUBLIC My commission expires: 4- g - `t EXHIBIT A H E A R T L A N D PURPOSE: Heartland, LLC will assist the City of Edmonds in exploring the feasibility of development within current market conditions in the Five Corners area of Edmonds under three different development regulation scenarios: Scenario 1: Use of the existing development regulations; Scenario 2: Use of a draft Five Corners form -based code; and Scenario 3: Use of assumptions that would allow a somewhat greater amount of development than underthe existing code (e.g., greater flexibility in height, use, parking, or other factors to be determined) Heartland's analysis will evaluate the impact to development feasibility of each scenario on up to four City selected sites within the Five Corners area. SCOPE OF ANALYSIS: Task 1: Market Analysis: Heartland will gather market data on the conditions relevant to development in the Five Corners area of Edmonds, including but not limited to: The value under current use for property around the Five Corners area, which will inform the market for redevelopment under any of the three Scenarios. The current and future development pipeline in the Five Corners area under existing development regulations, including typical land prices, construction costs, and market rents for both existing and new buildings. Demographic information that might impact market demand for development in the Five Corners area, including population growth, job growth, traffic, and area amenities. Task 2: Scenario Modeling: Heartland will build a Residual Land Value ("RLV") tool in MS Excel that will be used to assess feasibility for up to fourselected sites by comparing land/development economics in Five Corners underthe existing conditions (Scenario 1) and the potential revised development parameters (Scenarios 2 and 3). Using market data collected from Task 1, this analysis will compare the feasibility of development for the selected sites under each of the three scenarios. Task 3: Reporting: Heartland will develop a report in MS PowerPoint summarizing findings from both the Market Analysis and Scenario Modeling. The report will be written in a manner that can be understood and utilized by all stakeholdersto the City's potential development regulation update, including City Staff, Investors, and the Public. Heartland will also provide the City with the Residual Land Value tool created in Task 2. SUPPORT FROM THE CITY: • The City will provide Heartland with up to four selected sites within the Five Corners area to evaluate for development feasibility under each of the three Scenarios; ■ The City will provide Heartland with maps of the Five Corners area, traffic data, and other available information; ■ The City will provide Heartland with the draft of the Five Corners form -based code, as well as the City's assumptions forthe greater level of flexibility with development as described in Scenario 3; • The City will connect Heartland with general contractor(s) that have direct experience with the costs RE: Scope of Work- City of Edmonds "Five Corners" Area Feasibility/Market Study September 19, 2017 of development in the. .de Corners area of Edmonds; and The City may provide Heartland other relevant information of the Five Corners area, such as: o Detailed map and GIS data for the Five Corners area; and o Projections of development and growth in the Five Corners area assuming no change in current policies, as available. DELIVERABLES, TIMELINE & COST: Heartland proposes to conduct the above analysis over an approximate 4-month period beginning in October, with final deliverables completed by January 30th, 2018. We propose billing this analysis on a time and materials basis (see attached fee schedule), with a not -to -exceed budget of $15,000. This budget assumes up to three meetings with the City in orderto gather the required information shown above, review Market Analysis and Scenario Modeling, and to present the final report. Heartland's deliverables will include an annotated financial model detailing development feasibility for the foursites underthethree different Scenarios and a PowerPoint report summarizing the findings from the Market Analysis and the feasibility of each of the three scenarios. li�t , U1(i2.15�0 ��7-I�2� WWWHEARTLANDLLG�pM101 I RE: Scope of Work- City of Edmonds "Five Corners" Area Feasibility/Market Study September 19, 2017 EXHIBIT B H E A R T L A N D H E A R T L A N D CONSULTING FEES AND REIMBURSEMENT SCHEDULE Effective January 1, 2017 HOURLY BILLING RATES: James Rein hardsen $415 John Shaw $365 Matt Anderson $310 Chris Fiori $245 Doug Larson $245 Deva Hasson $245 Erica Buckley $215 Craig Johnson $195 Lee Striar $195 Amy Hartman $185 Lanzi Li $170 Carson Bowlin $150 Jenny Score $145 Stephen Russell $100 Angela An $75 Research Assistant/Graphic Assistant $45 (Note: General office overhead and general clerical work are Incorporated In these hourly rates) REIMBURSABLE COSTS: Copies - color 11 x 17 $1.50 each Copies - color 8 --- 1/2 x 11 $.75 each Copies of large format originals -all types Cost Mileage $.535/mile Parking and tolls Cost Postage and delivery Cost Out---of---house productions Cost Large format prints $8.50/sf Mounting on presentation board $3.75/sf Travel - airfare, car rental, lodging and meals Cost plus 2% RATES ARE SUBJECT TO ANNUAL INCREASES I JUI H rsl Avo) LIC, SLI II('_ 00 S(`,l 1110, 41'.15h 11)41 n1) ()S I () I TLL_0(, 682.2500 FA%'uo 467-1429 WWW.HEARTLANDLLC.COM RE: Scope of Work - City of Edmonds "Five Corners" Area Feasibility/Market Study 4 September 19, 2017