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AG 12-141RETURN TO: Patrick Doherty EXT: X 2612 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./Df V. COMMUNITY AND ECONOMIC DEVELOPMENT 2. ORIGINATlNG STAFF PERSON: PATRICx �OE�EK��v EXT: 2612 3. DATE REQ. BY:_AS.� 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT O SMALL OR LIMITED PUBLIC WORKS CONTRACT XPROFESSIONALSERVICEAGREEMENT ❑ MAINTENANCEAGREEMENT ❑ GOODS AND SERV[CE AGREEMENT o HUMAN SERVICES / CDBG O REAL ESTATE DnCUMENT ❑ ORDINANCE ❑ CONTRACTAMENDMENT(AG#): � OTHER � SECURITY DOCUMENT �F. G- BOND REI.ATED DOCUMENTS) O RESOLUTION ❑ INTERLOCAL S. PROJECT NAME: PERFORMING ARTS AND CONFERENCE CENTER CONCEPT SITE PLANNING AND DESIGN 6. NAME OF CONTRACTOR: Lo� Pa�tTTrERs ADDRESS: l01 STEwntt7' ST #350, SEATTLE 98101 TELEPHONE _206-276-8727 E-MAIL:_P�@LORaxPaRTT1ERS.CO1vt FAX: SIGNATURE NAME: PJ SANTOS TITLE PRINCIPAL EXHIBITS AND ATTACHMENTS: x SCOPE, WORK OR SERVICES X COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE 0 ALL OTHER REFERENCF:D EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: 11/1/12 COMPLETION DATE: 3/30/13 9. TOTAL COMPEN SATION $_255,000 (INCLUDE EXPENSES AND SALES TAX, IF ANY� (IF CALCULATF.D ON HOURLY LABOR CHARGE -ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE:O�s X NO IF YES, MAXIMUM DOLLARAMOUNT: $ IS SALES TAX OW GD O YES X NO IF YES, $ PAID BY: � CONTRACTOR O CITY X PURCHASING: PLEASE CHARGE TO: 302-5800-1 l 0-594-58-650 10. DOCUMENT/CONTRACT REVIEW ��ROJECT MAN AG E R IRECTOR � RISKMANAGEMENT (tFAPPLIC,�BLE) �AW Ii. COUNCILAPPROVAL(IFarPLICasLE) INITIAL / DATE REVIEWED INITIAL / DATE APPROVED 1 `� _ /�/�S `�,�}'� �,''� �o,�g/�z COMMI"I "I EE APPROVAL DATE: COUNCIL APPROVAL DATE: G� G�� �L- 12. CONTRACT SIGNATURE ROUTING SENT TO VENDOR/CONTRACTOR DATE SENT: _ j'd � Z� DATE REC'D: ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFI—CA�E, LIC NSES, EXHIBITS �LAW DEPARTMENT SIGNATORY (MAYOR OR DIRECTOR� ❑ CITY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED COMMENTS: INITIAL / DATE SIGNED >b �.3// /2 AG# ___�� — � -- DATE SENT: _ �� • 2, • � 2. ___ l O 3,o i z---- - _ ___-11/9 � �Federal �� CITY HALL W�� 33325 Sth Avenue South Federol Way, WA 98003-6325 (253) 835-7000 rvtivw utyollederalway tom PROFESSIONAL SERVICES AGREEMENT FOR CONCEPTUAL DESIGN AND CONSTRUCTION BUDGET ESTIMATING SERVICES This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Lorax Partners, a Washington corporation ("Contractor"). The City and Contractor (together "Parties") are located and do business at the below addresses which shall be valid for any notice required under this Agreement: LORAX PARTNERS, LLC PJ Santos 101 Stewart St, Suite 350 Seattle, WA 98101 206-276-8727 (telephone) The Parties agree as follows: CITY OF FEDERAL WAY: Patrick Doherty 33325 8'h Ave. S. Federal Way, WA 98003-6325 (253) 835-2612 (telephone) (253) 835-2609 (facsimile) natrickdtcr�citvoffederalwav.com 1. TERM. The term of this Agreement shall commence upon the effective date of this Agreement, which shall be the date of mutual execution, and shall continue until the completion of the Work, but in any event no later than March 30, 2013 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the City and the Contractor. 2. SERVICES. The Contractor shaU perform the services more specifically described in Exhibit "A", attached hereto and incorporated by this reference ("Services"), in a manner consistent with the accepted professional practices for other similar services within the Puget Sound region in effect at the time those servic�s are performed, performed to the City's satisfaction, within the time period prescribed by the City and pursuant to the direction of the Mayor or his or her designee. The Contractor warrants that it has the requisite training, skill, and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and govemmental entities, including but not limited to obtaining a City of Federal Way business registration. Services shall begin immediately upon the effective date of this Agreement. Services shall be subject, at all times, to inspection by and approval of the Ciry, but the making (or failure or delay in making) such inspection or approval shall not relieve Contractor of responsibility for performance of the Services in accordance with this Agreement, notwithstanding the Ciry's knowledge of defective or non-compiying performance, its substantialiry or t�e ease of its discovery. 3. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth above. The City may terminate this Agreement immediately if the Contractor fails to maintain required insurance policies, breaches confidentiality, or materially violates Section 12; and such may result in ineligibility for further City agreements. 4. COMPENSATION. 4.1 Amount. In return for the Services outlined in Exhibit "A" the City shal) pay the Contractor $255,000 as Compensation further detailed in Exhibit "B". The Contractor agrees that the fixed fee charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term, except by the mutual consent of the City of Federal Way and the Contractor to expand the scope of work and/or schedule. The Contractor shall be solely responsible for the payment of any taxes imposed by any lawful jurisdiction as a result of the performance and payment of this Agreement. PROFESSIONAL SERVICES AGREEMENT -1 - 4/20I1 CITY OF ,;�. Federal CIT'Y HALL W�� 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www c�ty+olfedereAvey com 4.2 Method of Pavment. At the completion of each of the two Milestones described in Exhibit A, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Services have been performed within each Milestone, and the firms performing such Services. Payment shall be made only after the Services have been performed and within thirty (30) days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Services do not meet the requirements of this Agreement, the Contractor will correct or modify the work to comply with the Agreement. The City may withhold payment for such work until the work meets the requirements of the Agreement. 4.3 Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will not be obligated to make payments for Services or amounts incurred afier the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Services for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. INDEMNIFICATION. 5.1 Contractor Indemnification. The Contractor agrees to release, indemnify, defend, and hold the City, its elected officials, officers, employees, agents, representatives, insurers, attomeys, and volunteers harmtess from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives; arising from, resulting from, or in connection with this Agreement or the acts, errors or omissions of the Contractor in performance of this Agreement, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurnent negligence of the Contractor and the City, the Contractor's liability hereunder shall be only to the extent of the Contractors negligence. Contractor shall ensure that each sub-contractor shall agree to defend and indemnify the City, its elected officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the same terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shalt not be grounds to avoid any of these covenants of indemnification. 5.2 Industrial Insurance Act Waiver. It is specifically and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title 51 RCW, solely for the purposes of this�indemnification. Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation or benefits payable to or by any third party under workers' compensation acts, disability benefit acts or any other benefits acts or programs. The Parties acknowledge that they have mutually negotiated this waiver. 5.3 Cit,y_Indemnification. The City agrees to release, indemnify, defend and hold the Contracior, its officers, directors, shareholders, partners, employees, agents, representatives, and sub-contractors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, losses, fines, fees, penalties expenses, attorney's fees, costs, andJor litigation expenses to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representatives, arising from, resulting from or connected with this Agreement to the extent solely caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of this Section shal! survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 6. INSURANCE. The Contractor agrees to carry insurance for tiabiliry which may arise from or in connection with the performance of the services or work by the Contractor, their agents, representatives, employees or subcontractors for the duration of the Agreement and thereafter with respect to any event occurring prior to such expiration or termination as follows: PROFESSIONAL SERVICES AGREEMENT - 2- 412011 �- CITY OF ;� Federal CITY HALL W�� 33325 8th Avenue South Federal Way. WA 98003-6325 (253) 835-700D wnvw ntyolfederahveycom 6.1. Minimum Limits. The Contractor agrees to carry as a minimum, the following insurance, in such forms and with such carriers who have a rating that is satisfactory to the City: a. Commercial general liability insurance covering liability arising from premises, operations, independent contractors, products-completed operations, stop gap liability, personal injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $ i,000,000 for each occurrence and $1,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws ofthe State of Washington; c. Automobile liability insurance covering all owned, non-owned, hired and leased vehicles with a minimum combined single limits in the minimum amounts required to drive under Washington State law per accident for bodily injury, including personal injury or death, and property damage. d. Professional liability insurance with limits no less than $1,000,000 per claim and S1,000,000 policy aggregate for damages sustained by reason of or in the course of operation under this Agreement, whether occurring by reason of acts, errors or omissions of the Contractor. 6.2. No Limit of Liability. Contractor's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the Ciry's recourse to any remedy available at law or in equity. The Contractor's insurance coverage shall be primary insurance as respect the City. Any insurance, self-insurence, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. 6.3. Additional Insured Verification. The City shall be named as additional insured on all commercial general liabitity insurance policies. Concurrent with the execution of this Agneement, Contractor shall provide certificates of insurance for all commercial general liability policies attached hereto as Exhibit "C" and incorporated by this reference. At City's request, Contractor shall furnish the City with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain tail coverage for a minimum period of three (3) years from the date this Agreement is actually terminated or upon project completion and acceptance by the City. 6.4 Survival. The provisions of this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the Ciry obtained by Contractor in perfortnance of this Agreement shall be considered confidential subject to'applicable laws. Breach of confidentiality by the Contractor may be grounds for immediate termination. All records submitted by the City to the Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 8. WORK PRODUCT. All originals and copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produced or modified by Contractor while performing the Work shall belong to the City upon delivery. The Contractor shall make such data, documents, and files available to the City and shall deliver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, all originals and copies of any such work product remaining in the possession of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which sufficiently and pmperly reflect all direct and indirect costs related to the performance of the Work and maintain such accounting procedures and practices as may be deemed necessary by the City to assure proper accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all reasonable times, to inspection, review or audit by the City, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. 10. INDEPENDENT CONTRACTOR. The Parties intend that the Contractor shall be an independent contractor ___ �---------- __ _�._.__ and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. The City shall be neither liable nor obligated to pay PROFESSIONAL SERVICES AGREEMENT - 3- 4/2011 CITY OF ;'� Federal CITY HALL W�� 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 www urynffederahvey com Contractor sick leave, vacation pay or any other benefit of employment, nor to pay any social security or other tax which may arise as an incident of employment. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at Contractor's own risk, and Contractor shall be responsibte for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. The Contractor shall pay all income and other taxes due except as specifically provided in Section 4. lndustrial or any other insurance that is purchased for the benefit of the City, regardless of whether such may provide a secondary or incidental benefit to the Contractor, shalt not be deemed to convert this Agreement to an employment contract. lf the Contractor is a sole proprietorship or if this Agreement is with an individual, the Contractor agrees to notify the City and complete any required form if the Contractor retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Contractor's failure to do so. 11. CONFLICT OF INTEREST. It is recognized that Contractor may or will be performing professional services during the Term for other parties; however, such performance of other services shall not conflict with or ir�terfere with Contractor's abiliry to perform the Services. Contractor agrees to resolve any such conflicts of interest in favor of the City. Contractor confirms that Contractor does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in the Contractor's selection, negotiation, drafting, signing, administration, or evaluating the Contractor's performance. 12. E UAL OPPORTUNITY EMPLOYER In all services, programs, activities, hiring, and employment made possible by or resulting from this Agceement or any subcontract, there shall be no discrimination by Contractor or its subcontractors of any level, or any of those entities' employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provisions), race, color, religion, creed, national origin, marital status, or the presence of any disability, including sensory, mental or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. This requirement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. Contractor shall comply with and shall not violate any of the terms af Chapter 49.60 RCW, Title V! of the Civil Rights Act of 1964, the Americans With Disabilities Act, Section 504 of the Rehabilitation Act of 1973, 49 CFR Part 21, 21.5 and 26, or any other applicable federal, state, or local law or regulation regarding non-discrimination. 13. GENERAL PROVISIONS. 13.1 Interpretation and Modification. This Agreement, together with any attached Exhibits, contains all of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whether oral or written, shall be effective for any purpose. Should any language in any Exhibits to this Agreement conflict with any language in this Agreement, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of this Agreement. Any provision of this Agreement that is declared invalid, inoperative, null and void, or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. Any act done by either Party prior to the effective date of the Agreement that is consistent with the authority of the Agreement and compliant with the terms of the Agreement, is hereby ratified as having been performed under the Agreement. No provision of this Agreement, including this provision, may be amended, waived, or modified except by written agreement signed by duly authorized representatives of the Parties. 13.2 Assi�nment and _Beneficiaries. Neither the Contractor nor the City shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder without the prior written consent of the other Party. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. Subject to the foregoing, the rights and obligations of the Parties shall inure to the beneft of and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and entered into for the sole protection and benefit of the Parties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. PROFESSIONAL SERVICES AGREEMENT - 4- 4/2011 CITY OF ;� Federal CITY HALL W�� 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 w►vw crtyollederal►tivycom 133 Compliance with Laws. The Contractor shall comply with and perform the Services in accordance with all applicable federal, state, local, and city laws including, without limitation, all City codes, ordinances, resolutions, regulations, rules, standards and policies, as now existing or hereatter amended, adopted, or made effective. If a violation of the City's Ethics Resolution No. 91-54, as amended, occurs as a result of the formation or performance of this Agreement, this Agreement may be rendered null and void, at the City's option. 13.4 Enforcement. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Services is essential to the Contractor's performance of this Agreement. Any notices required to be given by the Parties shall be delivered at the addresses set forth at the beginning of this Agreement. Any notices may be delivered personally to the addressee of the notice or �riay be deposited in the United States mail, postage prepaid, to the address set forth above. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. Any remedies provided for under the terms of this Agreement are not intended to be exclusive, but shall be cumulative with all other remedies available to the Ciry at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shap not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. Failure or delay of the City to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the City to declare one breach or default does not act as a waiver of the City's right to declare another breach or default. This Agreement shall be made in, governed by, and interpreted in accordance with the laws of the State of Washington. If the Parties are unable to settle any dispute, difference or claim arising from this Agreement, the exclusive means of resolving that dispute, difference, or claim, shall be by filing suit under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative process. If the King County Superior Court does not have jurisdiction over such a suit, then suit may be filed in any other appropriate court in King County, Washington. Each party consents to the personal jurisdiction of the state and federal courts in King County, Washington and waives any objection that such courts are an inconvenient forum. If either Party brings any claim or lawsuit arising from this Agreement, each Party shall pay all its legal costs and attorney's fees and expenses incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however; however nothing in this paragraph shall be construed to limit the Parties' rights to indemnification under Section 5 of this Agreement. 13.5 Execution. Each individual executing this Agreement on behalf of the City and Contractor represents and warrants that such individual is duly authorized to execute and deliver this Agreement. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such counterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of alt pages of this Agreement and a complete set of all signature and acknowledgment pages. The date upon which the last of all of the Parties have executed a counterpart of this Agreement shall be the "date of mutual execution" hereof. [Signature page follows] IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY ATTEST: PROFESSIONAL SERVICES AGREEMENT - 5- 4/20l 1 CITY OF ,;� Federal Way S p , Mayor DATE: � 1 � ,?�?�j I Z LORAX PARTNE S, L: By: Gw Printed N e: PJ Santos Title: Partner DATE: �� � �� � STATE OF WASHINGTON ) , ) ss. COUNTY OF �,/�l� ) crnr HA�� 33325 8th Avenue South Federal Way, WA 98003-6325 (253) 835-7000 awnv uryolfederahvay com City Clerk, Cazol Mc eill , C C APPROVED AS TO FORM: �Gz� G �j, .!� Gr rzc�J City Attorney, Patricia A Richazdson On this day personally appeared before me �V S��S , to me known to be the ,���'�-� of f��,�'p�,�„�c=,� s 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, if any, is the corporate seal of said corporation. GIVEN my hand and official seal this � day of �7"p��2 , 20,� ��•�`�.�N E ���� � � a ' !�t�`_ Rh.�4l..� 4 . Notary's signature Notary's printed name - - . Notary Public in and for the State of Washington. My commission expires �,�%� �i�s PROFESSIONAL SERVICES AGREEMENT - 6- 4I20I 1 CITY OF CITY HALL �► Federa I Wa 33325 8th Avenue South • PO Box 9718 �� � Federal Way, WA 98063-9718 (253) 835-7000 wwwutyvllederoh�ycom EXHIBIT "A" SCOPE OF SERVICES The Contractor shall do or provide the following: TarBeted Program• The Contractor will provide a conceptual design and preliminary construction budget for the Federal Way Performing Arts and Conference Center (PACC), whose key program elements have been preliminarily identified as follows: • 700-seat performance hall ■ Integrated conference center, comprised of: o Enhanced, shazed lobby o Meeting room adjacent meeting room to lobby with movable partition wall o Three break-out session rooms o Catering Facilities ■ 120- to 150-room hotel with possible restaurant/catering facilities o Adjacent to the PACC ■ Approximately 250 parking spaces to accommodate daytime PACC usage and hotel/restaurant ■ Public plaza adjacent to PACC lobby . Milestone 1— Concept Alternatives Targeted Presentation to City Council: December 18'"' (S weeks - assumes 11/1/12 start) Based on the above-cited program elements, Contractor will develop and assess concept alternatives that illustrate PACC structure footprint; arrangement of the PACC, � hotel, parking and plaza on site; pedestrian and vehicular access, etc. Contractor will develop and explore alternative design/siting concepts and work with the City to establish a baseline, acceptable design/siting concept for overall development program validation and as a basis for cost/budget analysis. The concept analysis will include functional planning, 3-D modeling, preliminary site design, alternative building configurations and site locations, as well as alternative parking solutions. Preliminary plan lay- outs will be developed to test and confirm net-to-gross building area assumptions. Contractor will conduct a Phase I envimnmental assessment of the site, including site borings, with findings summarized in two reports: environmental and geotechnical. This information will inform the requirements for structural foundation systems and related project components, enabling the team to factor in actual site conditions to provide more complete, reliable target budget projections for the alternative concepts. Concept design deliverables will include the analysis of conceptual alternatives, including "pm' ="con" comparative analysis of each alternative, and establishment of a baseline, preferred concept that will be used to further refine the estimated budget. PROFESSIONAL SERVICES AGREEMENT - 7- 4/2011 CITY OF ,:� Federal cin HA�� W�� 33325 Bth Avenue South • PO Box 9718 Federal Way, WA 98063-9718 (253) 835-7000 wwwurynNedereAveycom Milestone 2 — Preferred Alternative Targeted Presentation to City Counci/: Week of February S�a (S weeks) With the selection by the City of the preferred concept and targeted budget, the team will focus their efforts on the enhancing the vision of the preferred alternative. This effort will include a final concept design package including a site/landscape plan, floor plan diagrams for each primary floor level, site/building section diagrams, and the two exterior renderings that will be prepared to convey the exterior architectural character of the proposed concept. Key requirements for Contractor and Citv: It will be critical for the success of the project for both the Project Manager for the Contractor (PJ Santos) and the Project Manager for the City (Patrick Doherty) to make themselves available to meet and discuss the project as needed to move the project forward in alignment to the goals of the City Council and local constituents. While the Contractor's team will make two key public presentations to the City Council as outlined above, there will need to be a few additional team meetings with the City's Project Manager and the Contractor's team. These are assumed to include two meetings before Milestone 1, and one more meeting before Milestone 2. These project meetings will take place at LMN Architect's office in Seattle. These will not be presentations, but working sessions focused on their respective Milestone Goal. It is understood that through these three additional meetings the City and Contractor Project Managers will work together to bring whatever additional City or public groups to those meetings to solicit specific input for the project as they deem appropriate. PROFESSIONAL SERVICES AGREEMENT - 8- 4/2011 c�Tr oF ,�� Federal EXHIBIT "B" CITY HALL W�� 33325 8tt� Avenue South • PO Box 9718 Federal Way. WA 98063-9718 (253) 835-7000 wwwurynlfederoAveycom COMPENSATION Tota1 Compensation: In retum for the Services, the City shall pay the Contractor an amount not to exceed Two Hundred Fifly-Five Thousand and 001100 Dollars ($255,000.00). Milestone 1- 60% of contract Milestone 2- 40% of contract Hourly Rates for key team members; Lorax Partners: Developer Project Manager Morlenson Cons�ruction: Project Director Chief Estimator LMN Architects: Partner-in-Charge Project Architect Intern Architect PacLand Engineers: Principal Associate $225 $150 $130 $130 $225 $150 $75 $170 $145 PROFESSIONAL SERVICES AGREEMENT - 9- 4/2011 ��h'� �-� 't � �, ^,,,,....� LORAX-1 OP ID: KTH '`��°`��' CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DDM'YY) �,�,,,,,,,..- 09l10/12 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the poticy(ies) must be endorsed. If SUBROGATION iS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 425�89-4500 NqMEACT Hub International Northwest vHONe P. O. Box 3018 425�89-4501 ac No Ext : ac No : Bothell, WA 98041-3018 ni�RESS� __ L INSURED Lorax Partners, LLC Brian Fyall 2032 E. Newton Seattle, WA 98112 INSURER(5) AFFORDING COVERAGE INSURER A; �ames Rlver I�unnce Company INSURER B; �ames Rlver I�uranee Company INSURER C: Executive Rlsk Indemnfty, lnc. INSURER D : INSURER E : s COVERAGES CERTIFICATE NUMBER: REYISION NUMBER: THIS IS TO CERTIFY THAT THE PO�ICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUEO OR MAY PERTAIN, THE �NSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUB.IECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIM ITS SHOWN MAY HAVE BEEN REDUCED BY PAtD CLAIMS. ��j� iYPEOFINSURANCE POLICYNUMBER MMfuDD EFF M��� LIMITS GENERAL LIABILITY EACH OCCURRENCE � $ ��OOO�OO A X COMMERCtAL GENERAL LIABILITY 000430072 04/19/12 04H 9l13 pREMISES Ea occurrence �S �+� CLAIMSMADE �� OCCUR I MED EXP (Arry one person) $ EXCItU: �( iT800 BIfPD Ded PERSONAL 8 ADV INJURY $ i3OOO�OO A Per ProjlPer Loe i � GENERAL AGGREGATE $ Y,OOO�OO GEN'LAGGREGATEUMITAPPLIESPER: I . PROOUCTS-COMPlOPAGG $ Y�OOO�OO POLICY X PR6 LOC $ AUTOMOBILE LJABILITY COMBINED SINGLE UMIT Ea accitlenl______ $ ANY AUTO � BODILY IN.JURY (Per person) S ALl01NNED SCHEDULED i � BODILY INJURY (Peraceiderrt) t A�� NO OWNED j RTY D MAG . s HIRED AUTOS qUT05 . I Per accident � I $ I UMBRELLA UAB i i ppCUR ' EACH OCCURRENCE S �.�s� B X EXCESS UAB � r� CIAIMSMADE � 00430162 � 04/19/12 04/19/13 AGGREGATE _ $ �.�.� DED X RETENTION S ��� � a WORKERS COMPENSATION � WC STATU- OTH- /WD EMPLOYERS' LIABILI7Y TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTNE Y� N I E.L. EACH ACCIDENT S OFFICER/MEMBER EXCLUDED? � i N I A --'— --�-��"—'-- -- (Mandatory in NH) E.L. DISEASE_ EA EMPLOYE S Ifyes, describe under i� E.L. DISEASE �- POLICY UMIT $ DESCRIPTION OF OPERATIONS below C Ercors B Ommisslon i 2219820 04/19/12 04l19/13. Lllllit �- 1,000,00 I RETRO DATE: d-19-10 Ded ��,0� I I DE3CRIPTON OF OPERA710N3 / LOCATIONS ! VEHICLES (Atlaeh ACORD 101, Additional Remarks Schedule, if more space Is requNed) The City of FederaZ Way is an Additional Insured, as respects the operations of the Named Insured, as required by written contract. HOLDER CITYFED City of Federat Way 33325 8th Avenue South Federal Way, WA 98003 CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILI BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTAi1VE �`'� ���-,---- O 1988-2010 ACORD CORPORATION. NI rights reserved. ACORD 25 (2010/05E The ACORD name and logo are registered marks of ACORD � � � � � � � � � � � : LORAX PART}IERS LLC C/0 PJ SANTOB 2032 EAST NEMTON 5T SEATTLE MA 98112 This Washington corporation or LLC license has a new look! If you also have a busines� licans• it will continue to print on the multi-colorod document. Detach before postlng •oaiia � I RS IEpi�� R°� S� CE Y CINCINAiATI OH 45999-0023 � ~� LOFtA7C PARTNER3 LLC PJ SANTUS MBR 2032 E NfiWTC)N ST SEATTLE, WA 98112 Date of this notice: 12-08-2009 F�mployer ldentification Number: 27-1438049 Form: SS-4 Number of this notice: CP 575 B For assiatance you may call ua at: 1-800-829-4933 ZF YOU WRITB. ATTACFI THE STUB AT TR� END OF THIS 1dOTICE. WE ASSZGNED YOU AN EMPIAYER IDFdJTIFICATION NUMBBR Thank you for applying for an E�nployer ldentification Number iEIN). FTe asaigned you EIN 27-1438049. This EIN will identffy you, your businese accounts, tax returns, and documents, even if you have no employees. Please keep this notice in your permanent recorda. When filing tax documents, payments, and related correapondence, it ia very important that you use your EIN and complete name and address exactly as ahown above. Any variation may cause a delay in processfng, result in incorrect information in }rour account, or even cause you to be assigned �re than one EIN. If the information is not correct as shown above, please make the correction using the attached tear off etub and return it to us. Based on Che infoxmation received from you or your representative, you must file the following formis) by the date(s) shown. Form 1065 04/15/2010 If you have questions about the form(s) or the due date(s) ahown, you can call us at the phone number or write to us at the address shown at the top of this notice. If you need help in determining your annual accounting period (tax year), see Publication 538, Accounting Periods and Methods. We asaigned you a tax classification based on information obtained from you or your representative. It is not a legal determination of your tax classificatian, and is not binding on the IRS. If you want a legal determinatioc► of your tax classification, you may request a private letter ruling fran the IRS under the guidelines in Revenue Procedure 2004-1, 2004-1 I.R.B. 1(or superseding Revenue Procedure for the year at isaue). Note: Certain tax classification electiona can be requested by filing Form 8832, Entity Classification Election. See Form 8832 and its instructiona for additional information. A limited liability canpany (LLC? may file Form 8832, Entity Classification Election, and elect to be classified as an association taxable as a corporation. If the LLC ia eligible to be treated as a corporation that meeta certain teats and it will be electing S corporation atatus, it must timely file Form 2553, Election by s Small Business Corpozation. The LLC will be treated as a corporation as of the effective date of the S corporation election and does not need to file Form 8832. To obtain tax forms and publications, including those re€erenced in thie notice, visft our Web site at www.irs.gov. If you do not have access to the Internet, call 1-800-829-3676 (TTY/TDD 1-800-829-4059) or visit your local IRS office.