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AG 13-095RETURNTO: ���-� lil �t--�Oj/L,P�"�.�-i EXT: � � �Z--- CITY OF' FEDERAL WAY L' AW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: e' � � 2. ORIGINATING STAFF PERSON: i��� ���i� EXT: ��0��! 3. DATE REQ. BY: -� 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCiJMENT (E.G., RFB, RFP, RFQ) PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT OFESSIONAL SERVICE AGREEMENT � MAINTENANCE AGREEMENT GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT �E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION ❑ CONTRACT AMENDMENT (AG#): ❑ INTERLOCAL ❑ OTHER 5. PROJECT NAME: �� C� �C� �i�/I/1 >�� cS � C R 1 �� �V � C� S � 6. NAME OF CONTRACTOR: ADDRESS: � � C � SIGNATURE NAME: 1 � , � • � a • y,/":/S��£'3�r� �L�IJ�''�� i. EXHIBITS AND ATTACHMENTS: SCOPE, WORK OR SERVICES �OMPENSATION ❑ INSURANCE REQUIItEMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIltED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS 8. TERM: COMMENCEMENT DATE: � 01N COMPLETION DATE: ��! ��� � 9. TOTAL COMPENSATION $ ��� � Q � d �INCLUDE EXPENSES AND SALES TAX, IF ANY� (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: �tES ❑ xo IF YES, t�t.�xtNt[1Nt no�[t,vvtotnv'[: $ f"l�Y' C�Ofi��Yu-e.�� IS SALES TAX OWED YESM1 ❑ NO [F YES, $ PAID BY: �CONTRACTOR O CITY O PURCHASING: PLEASE CHARGE TO: ��Z" �� � b '� �j (i "�j�j' � � � g'�' �v �D 10. DOCUMENT/CONTRACT REVIEW �PROJECT MANAGER Q DIRECTOR O RISK MANAGEMENT ([F,�rr.iC,�a[.E) ❑ LAW 11. COiTNCILAPPROVAL(�,�PLIC.�r..E) I1�iITIAL / DATE REVIEWED I1�IITIAL / DATE APPROVED t— Z - l COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: � I� �� 12. C SEIVTTO VEINDOR/CONTRACTOR DATE SENT: y' ��� � �% DATE REC'D: '7 ' � 'i � ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBTTS ,��L DEPARTMENT SIGNATORY (MAYOR OR DIRECTOR) � CTTY CLERK ❑ ASSIGNED AG# ❑ SIGNED COPY RETURNED COMMENTS: t.h S. c-Qn.� S h.o,�,�d lo.e v � � -� � �t/ � • r • �i,�si ' ✓ � ��1►� � 1: �' I �,�+� d -� s h � ,� �, N � CI'CY OF CI'lY HALL . ..._ �� � � ��' ��� 33325 8th Avenue South ��� Federal Way; WA 98003-6325 (253} 835-700Q v��✓w. crryoffederahvay. corn PROFESSIONAL SERVICES AGREEMENT SCHEMATIC DESGIN AND RELATED PROGRAMMATIC SERVICES FOR THE FEDERAL WAY PERFORMING ARTS AND CQNFERENCE CENTER This Professional Services Agreement {"A�reement") is made between the City of Federal Way, a VJashington 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 . CITY OF FEDERAL WAY: P7 Santos Pattick Doherty 101 Stewart St, Suite 350 33325 8"' Ave. S. Seattle, wA 98101 Federal Way, WA 98003-6325 � (2S3} 835-2612 (telephone) 206-276-8727 {telephone) (253) 835-2649 (facsimile} ' a�lorax artners.com atrickd ci offederalwa .com The Parties agree as follows: 1. TERM. The term of this Agreement shall commence upon the effective date of t}iis Agreement, which sha11 be the date of mutual exeeution, and s�alI continue until the completion of the Work, but in any event no later than Decetnber . 3l, 2013 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of tfie City and the Contractor. 2. SERVICES. The Contractor shall 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 praetices for other similar services within the Puget Sound region in effect at the time those services 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. 'T�e 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 governmental entities, including but not limited to obtaining a City of Federa} Way business registration. Services shall begin immediately upon the effective date of this Agreement. Services shali be subject, at all times, to inspection by and approval of the City, 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 City's knowledge of defective or non-complying performance, its substantiality or the ease of its discovery. . 3. TERMINATION. Either party may terminate this Agreement, with or without cause, npon providing the other party thirty (30) days written notice at its address set forih above. The City may tenninate this Agreement immediately if the Contractor faits to maintain required insurance policies, breaches confidentiality, or materially violates Section 12; and such may result in inetigibility for further City agreements. 4. COMPENSATION. 4.1 Amount. In return for the Services outlined in Exhibit "A" the City shall pay the Contractor Eight Hundred Ninety-Five Thousand and No/l00 Dollars {$895,000) 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 neg�tiated rate(s) for the Term, except by the mutual consent of the City of Federal Way and the Contractor to expand the PROFESSIONAL SERVICES AGREEMENT - 1- 4/2013 � e�rY aF � Federal Way CITY HALL 33325 8th Avenue Sauth Federal Way, WA 98003-6325 (253} 835-7000 iv,a►v crtyoffederatw��y. corr, scope of work and/or schedu]e. 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. 4.2 Method of Payment. Monthly the Contractor sha11 submit a voucher or invoice in the form specified by the City, including a description of what Services have been performed, and the firms performing such Services. Payment shal} 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 after 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, attorneys, and volunteers harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabiiities, taxes, losses, fines, fees, penalties expenses, attorney's fees, costs, and/or litigation expenses to or by any and all persons ar entitaes, including, without limitation, their respective agents, licensees, or representatives; arisin� 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. In the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, the Contracto�'s liability hereunder shall be only to the extent of the Cantractor's negligence. Contractor shall ensure that each sub-contractor shall agree to defend and indemnifj+ the Ciry, its elected of�cials, officers, employees, agents, representatives, insurers, attorneys, and volunteers to the extent and on the sarne terms and conditions as the Contractor pursuant to this paragraph. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of th.ese covenants of indemnification. _ 5.2 lndustrial Insurance Act Waiver. Tt is specifrcally and expressly understood that the Contractor waives any immunity that may be granted to it under the Washington State industrial insurance act, Title Sl 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. Provided however, Contractor's waiver of immunity in this paragraph does not include any claims by Contractor's employees directly against Contractor." 5.3 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, its officers, directors, shareholders, partners, employees, agents, representatives, and sub-contraciors harmless from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, jndgments, awards, injuries, damages, liabilities, losses, fines, fees, penaities expenses, attorne�'s fees, costs, and/or litigation expenses to oc by any and all persons or entities, including without )imitation, fheir respective agents, licensees, or representatives, arising from, resulting from or connec#ed with this Agreement to the extent caused by the negligent acts, errors, or omissions of the City. 5.4 Survival. The provisions of t}iis Section sha[I survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. b. INSURANCE. The Contractor agrees to carry insurance for liabiliTy which may arise from or in connection with the perfarmance 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 PROFESSIONAL SERVICES AGREEMENT - 2- 4/2013 ctrr a� � Feder`�I foilows CITY HALL ��� 33325 8th Avenue South Federa! Way, WA 98003-6325 (253) $35-7000 sar✓:w cityoffeder•afway. com 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 liab.ility arising from premises, operatians, independent contractors, products�completed operations, stop gap liability, personat injury, bodily injury, death, property damage, products liability, advertising injury, and liability assumed under an insured contract with limits no less than $1,004,00(} for each occurrence :and $1,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; c. Automotiile tiability insurance covering all owned, non-owned, hired and leased vehicles with a minirnum combined singie limi:ts in the minimum amounts required ta drive under Washington State law per accident for bodily injury, including personal injury or death, and property datnage. d. Professionat liability insurance with limits no less than $1,000,000 per claim and $I,000,000 policy. aggrega#e 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 ta the coverage provided by such insurance, or otherwise limit the City'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-insurance, 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 liability insurance policies. Concurrent with the execution of this Agreement, Contractor shall provide certi�cates of .insurance for all commercial general Iiability policies attached hereto as Exhibit "C" and incorporated by this reference. At City's request, Contractor shall fitrnish the City with copies of all insurance policies and with evidence of payruent of premiurns or fees of such policies. If Contractor's insurance policies are "claims made," Contractor shall be required to maintain ta.il 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 af this Section shall survive the expiration or termination of this Agreement. 7. CONFIDENTIALITY. All information regarding the City obtained by Contractor in performance of this Agreement shall be considered confidential subject to applicahie laws. Breach of confidentiality by the Contractor may be grounds for immed"iate tennination. All records submitted by the City to the Contractor wili be safeguarded by the Contractor. The Contractor will fuliy cooperate with the City in identifying, assembling, and providing records in case of any public records disclosure request. 8. WORK PROD'UCT. Copies of work product, including plans, sketches, layouts, designs, design specifications, records, files, computer disks, magnetic media or material which may be produceQ or modified by Contra.etor while performing the Work shall belong to the City upon delivery. The Contraetor shall make such data, documents, and files available to the .City and shall deiiver all needed or contracted for work product upon the City's request. At the expiration or termination of this Agreement, copies of any such work product remaining in the possessian of Contractor shall be delivered to the City. 9. BOOKS AND RECORDS. The Contractor agrees to maintain books, records, and documents which su�ciently and property reflect all direct and indirect costs related to the performance of the Work and maintain such accouz►ting procedures and practices as may be deemed necessary by the City ta assure proper accounting of alt funds paid pursuant to this Agreement. These records shall be subject, at all reasanab}e 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 CUNTRACTOR. The Parties intend that the Contractor shall be an independent contractor PROFESSIC)NAL SERVICES AGREEMENT - 3- 4/2013 � c��rr oF � Federal W�y CITY HALL 33325 8th Avenue South Federaf Way, WA 98003-6325 {253) 835-7000 sr,anv dtyoffetlerahvay con� and that the Contractor has the ability to control and direct the performance and details of its work, the City being inierested only ir► the results obtained under this Agreement. The City shall be neither liable nor obligated to pay Contractor sick leave, vacation pay or any oth.er 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 i.ts employees, agents, and subcontractors in the performance of the contract work and shall utilize a11 protection necessary for that purpose. All work shall be dane at Contractor's own risk, and Contractor shall be responsible 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, shall no# be deemed to convert this Agreement io an employment contract. if the Contractor is a sole proprietarship or if this Agreement is with an individual, the. Contractor agrees to notify the City and complete any required fortn if the Contractor retired under a State of Washington retirement systein and agrees to indemnify any :losses the City .may sustain through the Contractor's failure to do so. 13. CONFLICT OF INTEREST. It is recognized that Contractor may or wi11 be performing professional services during the Term for other parties; however, such performance of other services shall not conflict with or interfere with Contractor's ahility 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. EQUAL OPPORTUNITY EMPLOYER. In atl services, programs, activities, hiring, and employment made possible by or resulting from this Agreement 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 disabilit�, including sensory, mental or physical handicaps, .unless based upon a bona fide occupational quali�cation in relationship ta hiring and employment. This requi.rement shall apply, but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other iorms of compensation, and selection for training, .including apprenticeship. Contractor shall comply with and shall not violate any of the terms of Chapter 49.60 RCW, Title Vl 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 I.nterpretation and Modifcation. This Agreement, together with any attached Exhibits, contains a11 of the agreements of the Parties with respect to any matter covered or mentioned in this Agreement and no prior statements or agreements, whett�er oral or written, shall be effective for any purpose. Should any language in any E�ibits to this Agreement conflict wiih any language in this Agreernent, the terms of this Agreement shall prevail. The respective captions of the Sections of this Agreement are inserted for convenience of reference only and shal.l 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 st�ch other provisions shall remain in fttll 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 A�reement. No provision of this Agreement, incauding this provision, rnay 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 witho�t the prior written consent of the other Party, consent of which sha}l not be unreasonably withiheld. If the.non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in fuli force and effect and no further assignment shal) be made without additional written eonsent. Subject to the foregaing, the rights and obligations of the Parties shall inure to the beneft of PROFESSIONAL SERVI�ES AGREEMENT - 4- 4/2013 � CITY QF �;.; Fe�dera� CITY HAL� ��� 33325 8ifi Avenue South Federai Way. WA 98003-6325 (253} 835-7000 �vti�nro: ciiyoffad�rahvay com and be binding upon their respective successors in interest, heirs and assigns. This Agreement is made and e.ntered into for the sole protection and benefit of the Pa:rties hereto. No other person or entity shall have any right of action or interest in this Agreement based on any provision set forth herein. 3 3.3 Compliance with Laws. The Contractor sha11 comply with and perform the Services in accordance with all applicable federai, state, l.ocal, and city laws including, without limitation, all City codes, ordinances, resolutions, re�;ulations, rules, standards and policies, as now existing or hereafter 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 Agree.ment, 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 whic� performance is a factor. Adherence to completion dates set fortii.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�s:hall be delivered at the addresses set forth at the beginning of this A�reement. Any notices may be delivered personally to the addressee of the notice or may 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 City at law, in equity or by statute. The failure of the City to insist upon strict performance of any of the covenants and agreernents contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishnnent of those c�venants, agreements or options, and the sam,e 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 #o declare another breac.h 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 excl.usive means of resolving that dispute, di#�'erence, 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 altemative 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 j�risdiction 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 para.gra.ph shall be construed #o limit the Parties' rights to indemnification under Section S of this Agreement. I3.5 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: shail be deemed an original and with the same effect as if all Parties hereto had signed the same document. All such counterparts shall be canstrued together and shall constitute one instrument, but in making proof hereof it shall only be necessary to produce one such caunterpart. The signature and acknowledgment pages from such counterparts may be assembled together to form a single instrument comprised of al.l 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. [Signa#ure page foltows] PRQFESSIONAL SERVICES AGREEMENT - 5- 4/2013 � CITY OF � �e(�er`a1 CITY HALL ��� 33325 8th Avenue Sauth Federal Way, WA 980Q3-6325 (253)835-7000 +:Y,�vw cityoffecleraAvay.com IN WITNESS, ihe Parties execute this Agreement below, effective the last date written below. CITY 4F FEDERAL WAY :Skip Priest, �Vlayor DATE: � d � � LORAX PARTNE�2S, LLC By: Printed ame: PJ Santos Title: Partner DATE: � � � I � STATE 4F WASHINGTON ). " . } ss. COUNTY OF ��t/�- AT'TEST: � ity Clerk, Carol McN illy, CMC APPROVED AS TO FORM: City Atto Patricia A Richardson On tl�is day personally appeared before me ,����,�{C-j.S , to me known to be the /�A�,���,p, of �, p1�� ,{��},Q�-i(/r'�,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 sa.id corporation. GIVEN �ttt�il�ti�� cl off cial seal this .� `�' � day af �%� , 20� .�`•��� E F� �2QG��,'• , . ,r ..`Q:.��`,��oN ��..� Notary�s s�gnature �������G- ��0�� ,_ �_�: � Notary s printed name �/�jLy� �- ;�j�� :��� o= Notary Public in and for the State of Washington. �cn�i � �. � My commission expires �//y/Zv/.5 ''.'�'j��i.ie��.'.•° �Q•'� . � �. i����F 0 i � �5�,,� PROFESSI�NAL SERVICES AGREEMENT - 6- 4/2013 C1TY OF GITY HALL ��� �+�� ���� 53325 8fh Avenue South � PO Box 9718 � � Federa{ Way, WA 9806:r9�18 (253} 835-70Q0 t,�v�v cityof�atlerait%3y.COnt EXHIBIT "A" SCOPE OF SERVICES SCHEMATIC DESIGN AND RELATED PROGRAMMATTC SERVICES With regard to the following services, fhe City and Contractor agree that cost-containment is of paramount importance in designing a project that v�ill ultimately be financeable. Consequently, Contractor is encouraged to identify opportunities for cost savin�s during schematic desi�n development, poten�ially raising more substantive options to the atte�tion of the City for concurrence andlor approval. , The Contractor shall do or provide the following in addition to services in previous Exhibits: Tar�eted Program• ■ Perforining Arts Center and Conference Center a 700-seat Performance Arts Hall o Integrated Ca�ference Center with two (2) 1500sf ineeting rooms o Shared 4500sf lobby and associated spaces between Performing Arts Center and Conference Center o Prep Kitchen o Approximately 29;SOOsf ofnet space {approximately 41,SOOsf of gross space) ■ Hotel o Site plan to include the developable pad for a+/-1 20-room hotel o Adjacent to the PACC ■ Parking 0 140-184 parking spaces to accammodate PACC and Hotel use • Pub�ic p1a�a o South edge of PACC, adjacent to future entrance and combined lobby _Schematic Desi�v�. The Contractor will provide Schematic Design (SD} Documents based upon the Targeted Program and ituther defined by the following tasks: Receive & evaluate survey of site Refine floor plan far all spaces Lay out auditarium includin� seating Study and schematicaily design auditorium, lobby and eonference center volumes . Develop HVAC and MEP space needs and strategy Confirm structural frame and foundations PR(IFFCCT(11�TAT CFR11T(`F'C c1r;RG'FI�RFNT _ 7.. d/7(112 C�TY O� � ��r��1 �� ��y Establish acoustical strategy Establish theatrical systerr�s approach CITY HALL 33325 Sth Avenue South • Pa Box 9718 Federal Way, WA 9806�-911 S (253} 835-7000 �v��v ci tyoffecieratway. corn :Establish AV syste�ns :approach Create exterior architectural expre5sion and one alternative approach for City Council feedback Select one exterior approach and refine elevations, pla�as and sections Further develop auditorium and sta.ge house Develop preliminary inierior finishes Develop site plan including stair/ramp approach, utilities strategy, parking/drop off elements and storm water detention approach Write systems narratives and complete SD level specifications Produce final SD drawings Other Tasks• Upda.ted Project Budget at the end of Schematic Design. Soil analysis — update geo-technical report based on schematic design drawings Perforrning Arts Center and Conference Center Operations Pro-forma — Contractor to work with City to create an operational pro-forma, using the schematic design program, assuming anticipated revenues as well as the anticipated expenses. Survey — updated site surve� Two renderings at the end of Schematic Desigz� will be completed Targeted Schedule (approximately 3 months� Mid-point ,presentation to City Council Completion of Schematic Design with updated cost estimate Presentation to City Council Optional additional presentatian to City Council Meetin�s: June 18, 2013 August 5, 2013 August b, 2013 September 3, 2013 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 readily available to meet and discuss the project as needed ta move the project forward in alignnnent to the target goals of th�e project. The Contractcxr's team wilt have weekly meetings with their design team {LMN architects, Mortenson C.onstruction and various subconsultants). In addition to the two presentations to City Council, the City's Project Manager will be welcome to attend team meetin�s, but his attendance �ill be needed in I-2 prepazatory ineetings before each City Council meeting. PR(IFF�CT(lAT4T CFR`�TTCFC AC"rRFFTI�TFhT'i' _ R_ � d/?nl'3 CMTY QF ;�.. �E'd���i �rV�� EXHIBIT "B" COlVIPENSATION Cil'Y HAL! 33325 8th Avenue South - PO Box 9718 Federa! Way, WA 98063-9718 (253} 835-7000 �v��✓w cityuHederalw�aycom l. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Eight Hundred Ninety-Five Thousand and No/I00 Dollars ($895,000.00}. Following is a'break-da�vn of the individua:l services and�other components that comprise the total compensation: Architec#ural Design Fees Consuitant fees Engineering Fees Geotechnical fees Miscetlaneous Consultants Suiiding•Permits/Plan Check Fees Leg�{ & Accounting :Developer tnsurance on soft costs Utility Access Charges Registered Survey/Alta Design Contingency - Renderings, Travel, other Developer Overhead Developer Fee Pre-Construction Services — Mortenson Construction 303,245 61,250 150,2U0 . 15,OU0 16,7U0 1,675 10,258 9,730 1,641 12,500 35,� 106,057 79,543 81,792 Total $ 895,00� ;PR(1FFCQT(1NAT CFRZTT(`FC A(:AF�11�tFT�TT _ 4 _ d/7(112 ,�� LORAP-1 OP ID: N2 '`�� °� CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDWYYYY) 04/30/2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOE3 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 13SUING INSURER(S), /►UTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certlflcate holder is an ADDITIONAL INSURED, the policy�ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and condiUons of the policy, certain policies may require an endorsement A statement on this certifieate does not confer rights to the certifleate holder in Ileu of such endorsemenNsl. PRODUCER Nhitfleld's United Insuranee �O Box 1127/3425 Brosdway Everett, WA 98206 x�su�o Lorax Partners, LLC Brian Fyall 101 Stewart St Suite 350 Seatde, WA 98101 Phone: Fax: D: E: Colony Insurance Co. Associsied Irrtematioi Admiral Insurance Ca wuC a� 39993 27189 24856 COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 2 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD IN�ICATED. NOTWITHSTANDING ANY RE�UIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POIICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR 7ypE OF INSURANCE P�� ��� � EF P Y EXP L�� OENERAL UABILITY � EACH OCCURRENCE $ �.��. A X c��Ran� �eNerto� �.ineiurr X GL386�18 OU19V2013 04/19/2014 �� � a �„R�, S S0, x cuu�s�ao� ❑ occ� �� c�r «1e ve�) a �FtsowLL a nov iwuitv S �,�� c�w� nGC�cd►re 3 2,�, GENL AGGREGATE UMIT APPIJES PER PI20DUCTS - COAAP/OP AGG S 2,�. X POUCY �� LOC s AUTOMOBLE LIABILRY V Ea aCCident ANY AUTO BODIIY INJURY (Per Persan) $ ���� �� �� BOdLY IPLIURY (Per aCdtlBM) S MOµOwr�D Per aai� E S HIRED AUTOS p�{pg S UMBRELLA W18 X OCCUR EACH OCCURRENCE $ �.��, B X��s � Cwr�s-� XOBW4456113 04l19IZ013 04I19/2014 �C,pTE S 7.000,0 � X �NrioN 10000 s wo�KEa$ ��rn��►na+ wc sraTU- on+- nNO �r+�overts� �u►swmr ANV PROPRIETORIPARTNERID�Ct1T1VE Y/ N E.L EACH ACCIDENT $ OFFICERIMEA�ER FJ(CLUDED? � N I A f�.,,�.�ry �n �ry E.� Disense - En S Myes �saios under DESCRIRr10N OF OPERAT below EL DISEASE - POUCY UR�T $ C E►►ors $ Omissions E000002254001 04N9/2013 OM19/2014 Occurence 7,000, A99►�9� �,�, DEBCR�N OF OPERATIONS / IOCATION81 VEHICLES (AttxB ACORD 101. Additlonal Ramarks SehedulR I} more spau b nqulnd) Project: Fad�eral Way Performinq Arts and Conferenc� Center. Certificate holder is addditional insured per terms and conditions of form U156-0310, attached. City of Federai Way 33328 8th A�re South Federal Way, WA 98003 ACORD 2S (2010/OS� SFIOULD ANY OF TNE ABOVE DE8CRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE TMEREOF, NOTICE WILL BE DELIVERED IN ACCORDAI�E WITH TNE POLICY PROVIS�NS. AUTHOW2ED REPRESENTATIVE �G�'' `�� � 7988-2010 ACORD CORPORATION. All righls r�servrd. The ACORD nams and logo are registered rriarks of ACORD THIS END�RSEMENT CHANOES THE POLICY. PLEASE READ 17 CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR �RGANIZATIDN This endorsemer�t modifies insurance provided under the foliowing: COMMERCIAL GENERAL LIABIUTY CAVERAGE PART SCHEDULE Wame oi Addttional i�ured Person(s) or Organtzation(s) .. ,_..�._�_, .__..__�.. Locatton(s) of Covered ALL P�SONS OR ORGANIZATIONS AS REQUIRm BY WftITTEN CONTRACT WITH 7HE INSURED. A. SBCTION il - WHO IS AN [NSUI2� is amended to include as an � itiom organization(s) shown in the Schedu}e for whom you are performi g e� person or organization have agreed in writing in a contract or a► organization he added as an additional insured on your icy. Such addit[onal insured oniy with respect to Uabiiity for "bodily ry"� "prop� and advertising injury" casued, in whole or in part, 1. Your acts or omissions; ar 2. The acts or omissions of those acfi n f; d the person(s) or hen you and such i�' such person or organization is an iage" or "personal in the periortnance of your ongoing ope he additiaial insured(s) at the location(s) designated above. � A person's or organization's stat s s:. a� Eio insured under this endorsemer� eruts when your operations for that additional ins pt ted. B. With reapect to the insur : y ford o se addit4onal insureds, the foilowing additiorral exclusions apply: This tnsuranca does Additionallnsu on ° Bodity injury„ ' � damages by reason of Finished Operations � for which the additional insured(s} are o6ligated to pay of liabitity in a contract or agreement. "Bodily injury" or "property damage" occurring after: 1. Alt work� incf�ading materials, �parts or equipmer�t furnisheti in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured{s) at the location of fhe covered operations has been completed; or 2. That portion of "your wark" out af which the injury or damage arises has been put ta its ir�ended use by any persfln or organization. Negl'�gence of Additional Insured "Bodily injury" ar "properfy damage" arising direatly or indirectly out of the negiigence of tF� addiEional insured(s). ALL OTHER TERMS AND CANDITtONS OF THE POLICY REMAlN UNCHANGED. U156-0310 Includes capyrighted material of IS� Properties, Inc., Page 1 of 1 w ith its permission.