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AG 14-113RETURN TO: IWNI CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT./DIV: ` ���L 2. ORIGINATING STAFF PERSON: `G' 1- ` EXT: Z"7 3. DATE REQ. BY._ 4. TY OF DOCUMENT (CHECK ONE): CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) UBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT WpROFESSIONAL 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: 6. NAME OF CONTRACTOR: ADDRESS: E -MAIL: SIGNATURE NAME: TELEPHONE _ FAX: TITLE 7. EXHIBITS AND ATTACHMENT SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS 8. TERM: COMMENCEMENT DATE: COMPLETION DATE:` Z-ok4 9. TOTAL COMPENSATION $ ` ' (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: ❑ YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED ❑ YES ❑ NO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY * PURCHASING: PLEASE CHARGE TO: 302 " ( �qm - I IL? - nq �4 'C:�S -ton 10. DOCUMENT /CONTRACT REVIEW ,P"PROJECT MANAGER ..0'DIRECTOR FRISK MANAGEMENT (IF APPLICABLE) ,FLAW 11. COUNCIL APPROVAL (IF APPLICABLE) INITIAL / DATE REVIEWED A. COMMITTEE APPROVAL DATE: INITIAL / DATE APPROVED COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: DATE REC'D: ❑ ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXHIBITS �AW DEPARTMENT C( CH OF STAFF O,-51 ATORY (MAYOR OR DIRECTOR) TY CLERK ASSIGNED AG# ❑ SIGNED COPY RETURNED COMMENTS: 11/9 17 AG# 1 L4 - DATE SENT: -1 . 1 O - t L4 ` [ITV OF CITY HALL Federal Way 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 avww cityoffederalway com PROFESSIONAL SERVICES AGREEMENT FOR PERFORMING ARTS AND CONFERENCE CENTER DESIGN DEVELOPMENT SERVICES This Professional Services Agreement ( "Agreement ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Lorax Partners, Inc., 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) com The Parties agree as follows: CITY OF FEDERAL WAY: Ken Miller 33325 8th Ave. S. Federal Way, WA 98003 -6325 (253) 835 -2711 (telephone) (253) 835 -2609 (facsimile) ken.miller cityoffederalway 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 December 31, 2014 ( "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 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 practices 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. 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 governmental 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 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, 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, the City shall pay the Contractor an amount not to exceed a maximum amount and according to a rate or method as delineated in Exhibit "B ", attached hereto and incorporated by this reference. The Contractor agrees that any hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for the Term. Except as otherwise provided in Exhibit "B ", 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 - 9/2012 CITY OF CITY HALL '�.... 33325 8th Avenue South Fe d e ra I Way Federal Way. WA 98003 -6325 �•� (253) 835 -7000 vvww cayoffederalway com 4.2 Method of Payment. On a monthly basis, the Contractor shall submit a voucher or invoice in the form specified by the City, including a description of what Services have been performed, the name of the personnel performing such Services, and any hourly labor charge rate for such personnel. The Contractor shall also submit a final bill upon completion of all Services. Payment shall be made on a monthly basis by the City 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, 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 concurrent negligence of the Contractor and the City, the Contractor's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Contractor's 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 shall 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 City Indemnification. The City agrees to release, indemnify, defend and hold the Contractor, 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, 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 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 shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. PROFESSIONAL SERVICES AGREEMENT - 2 - 9/2012 ` CITY OF CITY HALL Federal Way 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 avmv crryoffederahvay com 6. INSURANCE. The Contractor agrees to carry insurance for liability 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: 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 $1,000,000 for each occurrence and $2,000,000 general aggregate. b. Workers' compensation and employer's liability insurance in amounts sufficient pursuant to the laws of the State of Washington; C. 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 $2,000,000 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 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 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 City obtained by Contractor in performance 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 properly 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 PROFESSIONAL SERVICES AGREEMENT - 3 - 9/2012 CITY OF CITY HALL 33325 &hh Fe d e ra I Way Feder 8th Avenue South '00 Federal Way, WA 98003 -6325 (253) 835 -7000 www Myoffederahvay com 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 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 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. Industrial 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 not be deemed to convert this Agreement to an employment contract. If 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 interfere with Contractor's ability 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 all 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 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 of Chapter 49.60 RCW, Title VI 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. PROFESSIONAL SERVICES AGREEMENT - 4 - 9/2012 ` CITY OF CITY HALL �., 33325 Fe d e ra 1 Way Feder 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 mm cayoffederalway com 13.2 Assignment 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 benefit 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. 13.3 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 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 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 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 agreements 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 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 all 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] PROFESSIONAL SERVICES AGREEMENT - 5 - 9/2012 CITY OF CITY HALL Aw Feder 8th Avenue South Federal Way. WA 98003 -6325 Fe d e ra I Way (253) 835 -7000 wvw cityoffederalway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF F ERAL WAY ATTEST: Jim F ell, Mayor City Clerk, Carol McNeilly, C C DATE: —211 v / • I:. ' 5V By: ^. -- PJ an s, Partner DATE: 61-,7 4/) V STATE OF WASHINGTON) ss. COUNTY OF APPROVED AS TO FORM: Interim City Attorney, Amy Jo Pearsall On this day personally appeared before me PJ Santos, to me known to be a Partner of Lorax Partners, Inc. 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. GIVE; �nI�iand official seal this 2(�, day of J(�fi�,� , 20 % E Fi .. �•`��•.`gg\oN ". G�,��.� Notary's signature /z;1Zz •'�� Notary's printed nam11 !° 1' •� Np?P z : Notary Publi in and for the State of Washington. Pllstic 0– My commission expires 4111 �N 40 PROFESSIONAL SERVICES AGREEMENT - 6 - 9/2012 ` CITY OF CITY HALL Federal Way 33325 8th Avenue South • Box 9718 Federal Way, WA 98063 -9718 18 (253) 835 -7000 www cayoffederalway com EXHIBIT A SCOPE OF SERVICES — DESIGN DEVELOPMENT The Contractor shall provide the following for the Federal Way Performing Art and Conference Center: Design Development Phase: Design development takes the schematic design one step further to approximately 50% completion of project documents. This phase further refines the building design, confirms or adjusts the building systems, and readies the design for the development of construction documents. The City will approve the final Design Development documents at the completion. Architectural design will implement the client - requested changes, refine the building massing, develop the architectural expression, and determine more specifically which materials will be utilized inside and outside the building. Important building elements that are only conceptual ideas, such as the auditorium screen wall, will be developed to determine their materiality and structure. The acoustical strategy and theatrical systems approach will be confirmed and adjusted in tandem with the architecture. The design of building systems will be refined. Structural will adjust their framing plans as the architectural design matures. Mechanical, electrical, lighting and audio visual will more fully describe their systems, identifying major equipment, doing initial layouts of space- consuming components like ductwork, and preparing diagrams of important systems or components. The site design will implement the changes necessitated by the land use review and will further develop conceptual elements into buildable designs. Design development drawings and outline specifications for all systems will be prepared to illustrate the design intent. Most drawings will be carried over into construction documents but will take on a more technical character after design development. Typical design development deliverables for a performing arts facility include: Architectural: • Site plan • Preliminary life safety plan • Floor plans with furniture layouts and selected dimensions • Roof plan showing drainage • Building elevations with material call outs • Building sections with selected dimensions • Typical wall sections • Typical exterior details • Enlarged plans of selected areas • Interior elevations of auditorium and other selected areas • Selected interior details • Preliminary reflected ceiling plans PR01PPgg1(IATAT QRRVT( FR A(_!PPPMFATT - 7 - Q /1) () 1 CITY OF .''�..., Federal Way • Interior finish schedule • Outline specifications • Acoustical assumptions • Preliminary foundation plan • Framing plans with selected dimensions • Selected structural elevations • Typical details CITY HALL 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063 -9718 (253) 835 -7000 www Wyoffederalway com Mechanical: • HVAC plans showing equipment locations and major duct runs • Preliminary mechanical equipment schedules • Selected mechanical details • Plumbing flow diagrams (one -line) • Selected controls diagrams • Outline specifications Tl__a__!.__7_ • Site plan showing site lighting and transformer • Power plans showing panel locations and electrical equipment • Lighting plans with preliminary fixture schedule • Preliminary telecommunications plans • Power and telecommunications one line diagrams • Outline specifications Theater & Audiovisual: • Theatrical production plans • Preliminary rigging plans and sections • Production lighting plans • Preliminary production and rigging details • Auditorium seating plan • AV device plans • AV riser diagram • Outline specifications • Grading and drainage plan • Utility plan • Paving and horizontal control plan • Selected details PR(IFFCCTC)NTAT CFRVTCPq AC!T?PP1kAP NTT - R - 0/1)(W) CITY OF CITY HALL Federal Way 33325 8th Avenue South • Box 9718 Federal Way. WA 98063 -9718 18 (253) 835 -7000 www cityoffederalway cam • Outline specifications Landscape: • Landscape plan • Planting schedule • Preliminary irrigation plan • Selected details • Outline specifications Cost Estimating: • Refining costs of all elements of the project Other Tasks: Updated Project Budget at the end of this phase with guaranteed development delivery contract price (GMP). Contingencies and fees will be noted and defined. Cost level of detail will be provided to the extent that construction scopes, development fees, consultant fees, design fees, permit costs, contingencies, insurances, taxes and FF &E costs are clearly identifiable. Narrative indicating building system performance, material finish and function Site utility plan indicating scope of work by contractor and by others Targeted Schedule: Completion of Design Development Drawings November 2014, see attached schedule. Meetings: The Contractor will have regular meetings with their design team through this Design Development phase (LMN Architects, Mortenson Construction and various subconsultants). It is anticipated that these meetings will occur approximately every two weeks. The Contractor will draft out meeting notes to document design and construction direction agreed to during the meetings by the team, the Contractor and the City. During these meetings, as well as throughout the regular flow of the information, the City will be available for input and feedback as the design process moves forward. Furthermore, it is anticipated that City Council will request updates to the progress of the project, the Contractor will be available as needed, to attend or present to City Council or other City groups at times deemed appropriated by the Project Manager for the City. PR(-IRFCCT()NAT CFRVTf FQ A(-;PPPT% PLATT -0- Q/1)()11) ` CITY OF CITY HALL 33325 Federal Way Feder 8th Avenue South • Box 9718 Federal Way, WA 98063 -9718 18 (253) 835 -7000 www cityoffederalway com EXHIBIT B COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed One Million Four Hundred Thousand and No/ 100 Dollars ($1,400,000.00). Following is a break -down of the individual services and other components that comprise the total compensation. Design Contingency & Reimbursable Fees will include but are not limited too reimbursable expenses, printing, consultant travel and expenses, design fee changes or the addition of other consultants. The Contractor will ask the City for approval before the use of these funds. It is agreed and acknowledged that requests by the Contractor to use these funds in good faith to the successful completion of this phase of the project will be reasonably approved. Architectural Design Fees LMN Architects Consultant Fees (Exhibit F, Item 2.0) Structural Engineering Fees Design Fees — changes & adjustments Front of house, back of house and Site Development Less % of DD complete with Site Development Design Contingency & Reimbursable Fees (see above) Legal Costs Pre - Construction Estimating Services Developer Overhead Developer Fee Total $ 376,800 $ 275,536 $ 65,000 $ 93,940 -$38,820 $ 90,544 $ 50,000 $ 102,000 $ 210,000 $ 175,000 $1,400,000 PR(11PFQCT(1\TAT CRRVT(''RQ A"PPPXAPNTT - 10 - Q/7017 It c " LORAX4 OP ID :KTH CERTIFICATE OF LIABILITY INSURANCE DDI 09/1 1 DATE 0911 0/12 2 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 policy(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 -489 -4500 Hub International Northwest 425�l89 4501 P. O. Box 3018 Bothell, WA 98041 -3018 Erik L Kuhn CONTACT NAME: PHONE o xe AIC No L ADDRESS: INSURER (S) AFFORDING COVERAGE NAIL f INSURER A: James River Insurance Company INSURED Lorax Partners, LLC Brian Fyall 2032 E. Newton INSURER 9: James River Insurance Company PREMISES Es oeeurrenee Executive Risk Indemnity, Inc. INSURER C: A INSURER D: Seattle, WA 98112 INSURER E: 04/19/12 04M9/13 INSURER F: $ Exc nwcoercc rcnnclrATc UIILAQCO. REVISION NUMBER: -- -- - -- - -- - - -- - -- - - ---- ---- - - - ---- THIS IS TO CERTIFY THAT THE POLICIES 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 ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE 33325 8th Avenue South POLICY NUMBER MMID F MMI P LIMITS GENERAL UABIUTY EACH OCCURRENCE $ 1,000, PREMISES Es oeeurrenee S 50,00 A X COMMERCIAL GENERAL LIABILITY 00430072 04/19/12 04M9/13 MED EXP (An one person) $ Exc CLAIMS-MADE OCCUR PERSONAL t: ADV INJURY $ 1,000. X $2600 81" Ded A Per ProyPer Lot GENERAL AGGREGATE $ 2,000,00 GENL AGGREGATE UMITAPPLIESPER: PRODUCTS - COMPIOPAGG S 2,000, $ POLICY X PRO. LOC AUTOMOBILE LIABILITY SINGLE LIMIT Ea aakbnlZ___ BODILY INJURY (Per person) S ANYAUTO BODILYINJURY(Peracekler* S ALL OWNED SCHEDULED AUTOS o<scckku0. - $ H IREDAUTOS AUTOS s B X UMBRELLA UAS OCCUR EXCESSUAB CLAIMS -MADE 0430162 04119112 04M9/13 EACH OCCURRENCE $ AGGREGATE __ --- - -- $ — 1,0001 $ DED I X I RETENTION$ 10000 WORKERS COMPENSATION AND EMPLOYERS' UABIUTY ANY PROPRAETOWPARTNER/EXECUTN E Y�Nj OFFK:ERMEMBEREXCLUDED? J (Myyaeesnsds" to NH) I NIA WC STATU- OTI+ TORY LIMITS E. L. EACHAIDENT_ CC $ E.L. DISEASE_ EA EMPLOYE $ EL. DISEASE - POLICY LIMIT $ under IDESCRI ON OF OPERATIONS below C Effore&Ommlesion 82219820 04/19M2 0419/13 Limit 1,000,00 RETRO DATE: 4 -110-10 Ded 10,00 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Atlech ACORD 101, Additional Remarks Schedule, N more space Is required) The City of Federal Way is an Additional Insured, as respects the operations of the Named Insured, as required by written contract. t�aa,nch- -ATP ulnl nca rmurr-t t_OT1nN CITYFED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Federal Way THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED N ACCORDANCE WITH THE POLICY PROVISIONS 33325 8th Avenue South Federal Way, WA 98003 AUTHORIZED REPRESENTATIVE ev V 1866 -ZU11111 AL.UKLJ 6tJKrUKA I ivrv. All rlgnl5 FCSe14CN. ACORD 25 (2010/05) The ACORD name and logo are registered marks of ACORD `CITY Of Federal Way CITY HALL 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063 -9718 (253) 835 -7000 www atyoflederalway coin EXHIBIT F COMPENSATION OF DESIGNER Developer and Designer have agreed the following compensation for Design Services. Reimbursable Expenses for Designers are out lined below and will be invoiced monthly as 1.0 Schema ' esign Phase: a. LMN hitects - architects $281,100.00 b. MKA — 1 engineers $40,000.00 c. PAE — mecham services $36,000.00 d. PAE — electrical se es $23,200.00 e. Luma — lighting design $8,000.00 E Jaffe Holden — acoustical $20,000.00 g. Shalleck Collaborative — theater ultant $37,250.00 h. Shalleck Collaborative — audio visual $4,040.00 ' i. Lerch Bates — elevator $2,300.00 ' j. PacLand — civil services 30,000-00- k. Hewitt — landscape architects $ , 00-00, 1. LMN Mark up on consultants (10 %) $22,14 . TOTAL THIS PHASE $524,695.00 2.0 Design Development Phase: a. LMN Architects - architects $367,800.00 b. MKA— structural engineers $65,000.00 c. PAE — mechanical services $52,800.00 d. PAE — electrical services $34,060.40 e. Luma — lighting design $19,000.00 f. Jaffe Holden — acoustical $33,000.00 g. Shalleck Collaborative — theater consultant $45,500.00 h. Shalleck Collaborative — audio visual $6,000.00 i. Lerch Bates — elevator $2,500.00 j. PacLand — civil services $36,500.00 k. Hewitt — landscape architects $23,400.00 1. LMN Mark up on consultants (10 %) $31,776.00 TOTAL THIS PHASE $717,336.00 3.0 Construction men! Phase: L,<.l.;i..k is (~i.m..cnnotinn of �PC11'iTPT rinC•Y a LMN Architec architects $595,100.00 b. MA Page i of 3 SW- — structural en ers $108,000.00 c. PAE — mechanical services $95,900.00 d. PAE — electrical services $61,800.00 Page i of 3 SW- CITY OF ,'�.. Federal Way e. Luma — lighting design f. Jaffe Holden — acoustical g. Shalleck Collaborative — theater consultant h. Shalleck Collaborative — audio visual Lerch Bates — elevator j . PacLand — civil services k. ewitt — landscape architects I . L Mark up on consultants (10 %) TOTAL THIS PHASE 4.0 Bidding & Perh#t Phase: m. LMN Arc a' cts - architects ' n. MKA — struc engineers o. PAE — mechani services p. PAE — electrical s ices q. Luma — lighting desf r. Jaffe Holden — acousti s. Shalleck Collaborative — eater consultant t. Shalleck Collaborative — a io visual u. Lerch Bates — elevator v. PacLand — civil services w. Hewitt — landscape architects x. LMN Mark up on consultants (100 o TOTAL THIS SE 5.0 Construction Document Phase: a. LMN Architects - architects b. MKA — structural engineers c. PAE — mechanical services d. PAE — electrical services e. Luma — lighting design E Jaffe Holden — acoustical g. Shalleck Collaborative — theater consultant h. Shalleck Collaborative — audio visual i. Lerch Bates — elevator j. PacLand — civil services k. Hewitt — landscape architects 1. LMN Mark up on consultants (10 %) TOTAL THIS PHASE 6.0 Reimbursable Expenses and Travel All Phases: CITY HALL 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063 -9718 (253) 835 -7000 wwww cityoffederahvay com $33,000.00 $52,000.00 $93,000.00 $10,000.00 $3,300.00 $42,500.00 $48,600.00 $54,810.00 $1,198,010.00 $37,100.00 $3,000.00 $4,800.00 $3,160.00 $3,000.00 $7,000.00 $4,000.00 $750.00 $700.00 $9,000.00 $3,300.00 $3,871.00 $79,681.00 $467,300.00 $54,000.00 $52,800.00 34,060.00 0,000.00 $2 00.00 $63, 0.00 $7,250. $3,700-00 $21,000.00 $23,800.00 $28,961.00 $785,871.00 Discipline Cost / Trip Num of trips Expense LMN Architects NA NA — printing for presentations $6,000.00 . U— U;I— +L nf: CITY OF Federal Way I CITY HALL 33325 8th Avenue South • PO Box 9718 Federal Way, WA 98063 -9718 (253) 835 -7000 www cityoffederalway com MKA NA NA $0.00 PAE – Mechanical $450.00 29 $13,050.00 PAE – Electrical $450.00 33 $14,850.00 Luma math corrected $450.00 16 $7,2-00.00 Jaffe Holden $1,000.00 10 $10,000.00 Shalleck – theater $875.00 22 $19,250.00 Shalleck – audio visual $875.00 4 $3,500.00 Lerch Bates NA NA $0.00 PacLand NA NA $0.00 Hewitt NA NA $0.00 Consultant mark u $6,985.00 Total Reimbursables $80,475;00— P-rh;h;t F - (..mm-nensation.of Desiener.docx Page 3 of 3 0 CD 0. CD CD CD :3 0 -% ch 00 U) 0 0 CD :3 CD C: CD =t. a 0 0 3 -t :3 co 90 0 0 =3 CD 4% I CD m 0 CD 0 CD :3 CD 1+ N . r:(CD CD - 0 -0 :0 :0 icio im to: or: :3 n Lij..=r.a:cr:c CD > LA k= := 73 m tm :O : :o: Ln i CD jlQ 2CD M CD M to! : !gj=lCD iCD i !--I! In -ID ::>ia ::(D jIDD 3 \ < i 131 1 :3 i:3 . . . 3:3::E�3: i .3 :0 to im . 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