Loading...
AG 15-064RETURN TO: PW ADMIN EXT: 2700 ID #: /319\ !\ E CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT /DIV: PUBLIC WORKS / ?140 (-- pp t ok,' EXT: ti 1 3 3. DATE REQ. BY: 's A r 2. ORIGINATING STAFF PERSON: es - ' AT 3. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT ❑ PROFESSIONAL SERVICE AGREEMENT ❑ MAINTENANCE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ HUMAN SERVICES / CDBG ❑ REAL ESTATE DOCUMENT ❑ SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) ❑ ORDINANCE ❑ RESOLUTION XCONTRACT AMENDMENT (AG#): LPOC. { ❑ INTERLOCAL ❑ OTHER 4. PROJECT NAME: -MCA-- p �LV M. t" M. (MN actst,rw -0 }' 5. NAME OF CONTRACTOR: LOCI . Qcbr'ers LA- C. 1`10 Z T trck /AAA N V I tx- tou. Sea4+._ k, It- 0► 8l 0 t TELEPHONE: ZO6 Z7 b 137 Z 7 E -MAIL: 10A...P.TcAr-CrNer5. c.aw‘ FAX: SIGNATURE NAME: lSfoari L.•,Gl` TITLE: ?Art t 6. EXHIBITS AND ATTACHMENTS:❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT /AMENDMENTS CFW LICENSE # 13 101.01.. 0 BL, EXP. 12/31/ 11 UBI # Linz. 9.r82.61 , EXP. ? / .3b/ 17 7. TERM: COMMENCEMENT DATE: z 1 1 I 1 r COMPLETION DATE: 813 t 1 I 1 00 AO 00 8. TOTAL COMPENSATION: $ 85 M r 65i) i' C.' -sI.S00 = Oci,131 I $ 0* (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) REIMBURSABLE EXPENSE: 'AYES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ `I2.O0 t 3s 00 to i 0 D IS SALES TAX OWED: ❑ YES 6bNO IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY RETAINAGE: RETAINAGE AMOUNT: ( ❑ RETAINAGE AGREEMENT (SEE CONTRACT) OR :: RETAINAGE BOND PROVIDED ?P PURCHASING: PLEASE CHARGE TO: 3O a 5.2 00 I to 3 i y -1'$ Lit 3 9. DOCUMENT / CONTRACT REVIEW INITIAL / DATE REVIEWED INITIAL / DATE APPROVED F..DEPUTYDIRECTOR "111a"1 25, DIRECTOR -1111111 ❑ RISK MANAGEMENT (IF APPLICABLE) S n LAW DEPT L �C ttAa- 10. COUNCIL APPROVAL (IF APPLICABLE) COMMITTEE APPROVAL DATE: ` COUNCIL APPROVAL DATE: 11. CONTRACT NT TO VENDOR/CONTRACTOR ,/ DATE SENT: 7 It I DATE REC'D: t 1) (( 1 AATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICAT , LICENSES, EXHIBITS CREATE ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT. SUPPORT STAFF IF NECESSARY AND FEEL FREE TO SET NOTIFICATION MORE THAN A MONTH IN ADVANCE IF COUNCIL APPROVAL IS NEEDED.) INITIAL / D TE IGNED ❑ FINANCE DEPARTMENT ,` I r I r t 11 )3 $ LAW DEPT ?9 SIGNATORY (MAYOR QR DIRECTOR) CITY CLERK ICt1t4l fr1 4C ASSIGNED AG # AG / (e. ; �''' ❑ SIGNED COPY RETURNED DATE SENT: y 1.4 m-17- RETURN ONE ORIGINAL COMMENTS: _ EXECUTE "1-," ORIGINALS -X+1..%0 1C\ '-Q, Scp ?2r4 v Ore.' Off a. tJtt1Deti* � a� in j�'OJt.� c. `�- I 1 A'ld 1,11 reek 2 - Qdr.114 5 Gr.,r�e�v.., dl,Yrf' 1Ktv". -},. A ry 6erAA,6 — 4-14.,,,,,, i/jl4 Le ON CdM1 4—_ 4/2017 CITY OF et Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway COI/! AMENDMENT NO. 2 TO PROFESSIONAL SERVICES AGREEMENT FOR PROJECT AND CONSTRUCTION MANAGEMENT This Amendment ( "Amendment No. 2 ") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Lorax Partners, LLC, a Washington Limited Liability Company ( "Contractor "). The City and Contractor (together "Parties "), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for the Federal Way Civic Center Development Project ( "Agreement ") dated effective March 11, 2015, as amended by Amendment No.1, as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than August 31, 2017 ( "Amended Term "). 2. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment, as delineated in Exhibit A, attached hereto and incorporated by this reference. The Contractor agrees that any rates charged by it for its services contracted for herein shall remain locked at the negotiated rate for the Amended Term. Except as otherwise provided in an attached Exhibit, 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. 3. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. AMENDMENT [Signature page follows] - 1 - 2/2017 CITY OF A. Pelf Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cityotfederalway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FERAL WAY: By: Jim 1;-r ell, !ayor DATE: /3/17 LORAX ' RTNERS, LLC: 04thit..1 �I By: Printed Name: Brian Fyall Title: Partner DATE: 1 1,1 1 3- ATTEST: h nie Courtney, CMC, C• Clerk APPROVED AS TO FORM: J. yan Call, City Attorney STATE OF WASHINGTON ) ) ss. COUNTY OF lG ) On this day personally appeared before me Brian Fyall, to me known to be the Partner of Lorax Partners, LLC. that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. GIVEN my hand and official seal this t l't 14 day of ...\ c.., `.i ..,..i....,_____--- , 2011. Notary's signature aL , l Notary's printed name Abe- ) 1 r e i. Y, c- r Notary Public in and for the State of Washington. My commission expires l v— l 6 11 AMENDMENT - 2 - 2/2017 CITY F O Federal Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835-7000 www cifyoffederalwaycom EXHIBIT A ADDITIONAL COMPENSATION 1. Total Compensation: In return for the Services, the City shall pay the Contractor an additional amount not to exceed Forty -Three Thousand Five Hundred and 00/100 Dollars ($43,500.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Eight Hundred Ninety -Eight Thousand, One Hundred Fifty and 00 /100 Dollars ($898,150.00). 2. Method of Compensation: Monthly Rate In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount calculated on the basis of the monthly charge rate as shown below: Monthly Charge Rate: $32,712.00 Reimbursable Expenses The City shall pay the Contractor an additional amount not to exceed Three Thousand, Five Hundred and 00 /100 Dollars ($3,500.00) for the actual customary and incidental expenses incurred by Contractor in performing the Services including mileage, printing of documents, parking and other reasonable costs; provided, however, that such costs shall be deemed reasonable in the City's sole discretion. The total reimbursable amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Ten Thousand Seven Hundred and 00/100 Dollars ($10,700.00). AMENDMENT - 3 - 2/2017 RETURN TO: PW ADMIN EXT: 2700 CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS / ?AC L 2. ORIGINATING STAFF PERSON: Es- 4. TYPE OF DOCUMENT (CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT (E.G., RFB, RFP, RFQ) ❑ PUBLIC WORKS CONTRACT ❑ ❑ PROFESSIONAL SERVICE AGREEMENT ❑ GOODS AND SERVICE AGREEMENT ❑ REAL ESTATE DOCUMENT ❑ ORDINANCE _ A CONTRACT AMENDMENT (AG #): J '� ' 0 (O `I ❑ OTHER ❑ ExT: 2 '7 13 3. DATE REQ. BY: S\ 151 V 7 SMALL OR LIMITED PUBLIC WORKS CONTRACT MAINTENANCE AGREEMENT HUMAN SERVICES / CDBG SECURITY DOCUMENT (E.G. BOND RELATED DOCUMENTS) RESOLUTION INTERLOCAL 5. PROJECT NAME: 7 /\ l.. (..► cgcv�- M G,,Ce.trtiv.t.,11- 6. NAME OF CONTRACTOR: LO C C. >` mac%(% YR t I(',) ADDRESS: 1 4 0 7- \.: rc it, J2.. SuC11— 107.2. SR.c. E0 c. L11% °I6 10t TELEPHONE: L0(, lib 9-12•7 E -MAIL: 71- Q. L. J Y P &V A Nell-S. LO FAX: SIGNATURE NAME: ?..S.-- Sao" toS t p a.! t-.1t ( TITLE: 'Al2-TO a V- 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE, WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS /CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE #/ 3- /Q'Q BL, EXP. 12/31 / 17 UBI # taAGmS 2407 , EXP. ! / 3o/ 17 8. TERM: COMMENCEMENT DATE: jr tb \ , Z 01S- 1 S— COMPLETION DATE: pt t,) \ 2. 0 1 7 9. TOTAL COMPENSATION: $ Q Ia , , 4 S-13 . '7 2. O D 6.5-1-1,1, CO (INCLUDE EXPENSES AND SALES TAX, IF ANY) (IF CALCULATED ON HOURLY LABOR CHARGE - ATTACH SCHEDULES OF EMPLOYEES TITLES AND HOLIDAY RATES) -7ZoD REIMBURSABLE EXPENSE: [YES ❑ NO IF YES, MAXIMUM DOLLAR AMOUNT: $ IS SALES TAX OWED: [DYES ?flx10 IF YES, $ PAID BY: ❑ CONTRACTOR ❑ CITY ❑ PURCHASING: PLEASE CHARGE TO: —J Q B 5S00 \ 1 o S ct'I S 10. DOCUMENT / CONTRACT REVIEW ❑ PROJECT MANAGER ❑ DIVISION MANAGER cg DEPUTY DIRECTOR Ic,DIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) op LAW DEPT y td 11. COUNCIL APPROVAL (IF APPLICABLE) INITIAL / DATE REVIEWED INITIAL / DATE APPROVED ez✓ 318I11 QYI� '611 -0 112c COMMITTEE APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING yoSENT TO VENDOR/CONTRACTOR DATE SENT: ATTACH: SIGNATURE AUTHORITY, INSURANCE CERTIFICATE, LICENSES, EXH BITS CREATED ELECTRONIC REMINDER/NOTIFICATION FOR 1 MONTH PRIOR TO EXPIRATION DATE (INCLUDE DEPT. SUPPORT STAFF IF NECESSARY) COUNCIL APPROVAL DATE: DATE REC'D: 42:6)i-7 LAW DEPT SIGNATORY CITY CLERK ASSIGNED AG # *SIGNED COPY RETURNED ❑ RETURN ONE ORIGINAL ,'h PX(S) OR DIRECTOR) COMMENTS: EXECUTE " �i" ORIGINALS INITI L / D TE SIGNED 6 Aril 11 AG# /S• -9I It- DATE SENT: O3 8011- 74 SUct►t•te. , 5C.ope, ?CODE t au4' Z ■y �N vp ( €a ivt5unon- CeA . 2/17 �.� Pecleral Way CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com AMENDMENT NO. 1 TO PROFESSIONAL SERVICES AGREEMENT FOR PROJECT AND CONSTRUCTION MANAGEMENT This Amendment ( "Amendment No. 1") is made between the City of Federal Way, a Washington municipal corporation ( "City "), and Lorax Partners, LLC, a Washington Limited Liability Company ( "Contractor "). The City and Contractor (together "Parties "), for valuable consideration and by mutual consent of the Parties, agree to amend the original Agreement for the Federal Way Civic Center Development Project ( "Agreement ") dated effective March 11, 2015 as follows: 1. AMENDED TERM. The term of the Agreement, as referenced by Section 1 of the Agreement and any prior amendments thereto, shall be amended and shall continue until the completion of the Services, but in any event no later than August 1, 2017 ( "Amended Term "). 2. AMENDED COMPENSATION. The amount of compensation, as referenced by Section 4 of the Agreement, shall be amended to change the total compensation the City shall pay the Contractor and the rate or method of payment, as delineated in Exhibit A, attached hereto and incorporated by this reference. The Contractor agrees that any rates charged by it for its services contracted for herein shall remain locked at the negotiated rate for the Amended Term. Except as otherwise provided in an attached Exhibit, 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. 3. GENERAL PROVISIONS. All other terms and provisions of the Agreement, together with any prior amendments thereto, not modified by this Amendment, shall remain in full force and effect. Any and all acts done by either Party consistent with the authority of the Agreement, together with any prior amendments thereto, after the previous expiration date and prior to the effective date of this Amendment, are hereby ratified as having been performed under the Agreement, as modified by any prior amendments, as it existed prior to this Amendment. The provisions of Section 13 of the Agreement shall apply to and govern this Amendment. The Parties whose names appear below swear under penalty of perjury that they are authorized to enter into this Amendment, which is binding on the parties of this contract. AMENDMENT [Signature page follows] - 1 - 2/2017 CITY OF '%∎ . Federal Way CITY HALL 33325 8th Avenue South Federal Way. WA 98003 -6325 (253) 835 -7000 www cityoffederalway com IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY: By: J' rr , Mayor DATE: oZ LORAX PARTNERS, LLC: By: Printed Name: Brian Fyal Title: Partner DATE: k V,,,,d4 �_ () 00[71- ATTEST: h ie Courtney, CMC( City Clerk APPROVED AS TO FORM: J. Ryan Call, City Attorney STATE OF WASHINGTON ) )ss. COUNTY OF t ) On this day personally appeared before me Brian Fyall, to me known to be the Partner of Lorax Partners, LLC. that executed the foregoing instrument, and acknowledged the said instrument to be the free and voluntary act and deed of said limited liability company, for the uses and purposes therein mentioned, and on oath stated that he was authorized to execute said instrument. GIVEN my hand and official seal this 2-. s� day of (1‘/A r 20� Notary's signature. -% I, �, „\ \,,;»>,t,,� Notary's printed name -Abe_ ' j ti� Y- s . . ;�``� g \ENf. 1 i,1 /// Notary Public in and for the State of Washington. • !L ,�9�oN Erp�H�� i� My commission expires \ V ”' t. L, __ i-1 Q • 1ARy. ro'`i i O ' %O • ^ - .5 % Z : 0 0r ,'�`c�OF \W P,5 •,-.� /'! AMENDMENT 2 2/2017 116. CITY OF - Federal Way EXHIBIT A ADDITIONAL COMPENSATION CITY HALL 33325 8th Avenue South Federal Way, WA 98003 -6325 (253) 835 -7000 www cityoffederalway com 1. Total Compensation: In return for the Services, the City shall pay the Contractor an additional amount not to exceed Ninety -Eight Thousand, One Hundred Thirty -Six and 00 /100 Dollars ($98,136.00). The total amount payable to Contractor pursuant to the original Agreement, all previous Amendments, and this Amendment shall be an amount not to exceed Eight Hundred Forty -Seven Thousand, Four Hundred Fifty and 00 /100 Dollars ($847,450.00). 2. Method of Compensation: Monthly Rate In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount calculated on the basis of the monthly charge rate as shown below: Monthly Charge Rate: $32,712 Reimbursable Expenses The actual customary and incidental expenses incurred by Contractor in performing the Services including mileage, printing of documents, parking and other reasonable costs; provided, however, that such costs shall be deemed reasonable in the City's sole discretion and shall not exceed Seven Thousand Two Hundred and 00 /100 Dollars ($7,200.00). AMENDMENT 3 2/2017 ® ACORO CERTIFICATE OF LIABILITY INSURANCE `�' DATE (MM /DD/YYYY) 3/27/2017 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 FirstMark Insurance Group, Inc 210 5th Ave S # 203 Edmonds WA 98020 CONTACT NAME: Drew Pace PHONE 253 - 237 -1567 (A/C, No, Ext): 206- 775 -8036 FAX Nog E -MAIL a iirstmarkinsurance.com ADDRESS: drew@firstmarkinsurance.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A : ESSEX INS CO 39020 INSURED Lorax Partners, LLC 1402 3rd Ave Ste 1022 Seattle WA 98101 INSURER B : WESTERN WORLD INSURANCE COMPANY 828344 INSURER C : UNDERWRITERS AT LLOYDS OF LONDON 01/01/2018 INSURER D : $ 1,000,000 INSURER E : $ 100,000 INSURER F : COVERAGES CERTIFICATE NUMBER: 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 LTR TYPE OF INSURANCE AUULSU INSD WBX VD POLICY NUMBER POLICY EFF (MM /DD/YYYY) POLICY EXP (MM /DD /YYYY) LIMITS B X COMMERCIAL GENERAL LIABILITY X NPP8265982 01/01/2017 01/01/2018 EACH OCCURRENCE $ 1,000,000 UAMACat I U KtN I tU PREMISES (Ea occurrence) $ 100,000 CLAIMS -MADE X OCCUR MED EXP (Any one person) $ 5,000 PERSONAL BADVINJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE POLICY OTHER: LIMIT APPLIES PRO- JECT PER: LOC PRODUCTS - COMP/OP AGG $ 1,000,000 DEDUCTIBLE $ 500 AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS - SCHEDULED AUTOS NON-OWNED AUTOS WNED O(Per COMBINED SINGLE LIMI r (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ P accident) $ $ A X UMBRELLA LIAB EXCESS LIAB )( OCCUR CLAIMS -MADE EZXSI008204 01/01/2017 01/01/2018 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 $ DED I RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER /EXECUTIVE OFFICER /MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A PER STATUTE U I H- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ C PROFESSIONAL LIABILITY ANE1443706.16 01/01/2017 01/01/2018 1,000,000 PER OCCURRENCE/ AGGREGATE RETENTION IS 15,000 DESCRIPTION OF OPERATIONS / LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CITY OF FEDERAL WAY is additional insured. CERTIFICATE HOLDER CANCELLATION CITY OF FEDERAL WAY C/O E.J. WALSH 33325 8TH AVE SOUTH FEDERAL WAY, WA 98003 -6325 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Drew Pc&.c -- ACORD 25 (2014/01) ©1988 -2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AC RE® l.• CERTIFICATE OF LIABILITY INSURANCE DATE (MM /DD/YYYY) 3/25/2016 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 FirstMark Insurance Group, Inc 210 5th Ave S # 203 Edmonds WA 98020 NAME: LT John Applegate a PHONE FAX c, No, Ext): 855- 300 -8522 (A/C, No): ADDRESS: John @firstmarkinsurance.com INSURERS) AFFORDING COVERAGE NAIC # INSURER A: ESSEX INS CO 39020 INSURED Lorax Partners, LLC 1402 3rd Ave Ste 1022 Seattle WA 98101 INSURER B : WESTERN WORLD INSURANCE COMPANY 828344 INSURER C : UNDERWRITERS AT LLOYDS OF LONDON 01/01/2017 INSURER D : $ 1,000,000 INSURER E : $ 100,000 INSURER F : • 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 NSURANCE 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 N SD S W VD POLICY NUMBER (MM /DD //YYYY) (MM /DD/YYYY) LIMITS B J COMMERCIAL GENERAL LIABILITY Y NPP8265982 01/01/2016 01/01/2017 EACH OCCURRENCE $ 1,000,000 PREMISES (Ea occurrence) $ 100,000 CLAIMS -MADE J OCCUR MED EXP (Any one person) $ 5,000 PERSONAL &ADVINJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE POLICY OTHER: LIMIT APPLIES JECT PER: LOC PRODUCTS- COMP /OPAGG $ 1,000,000 DEDUCTIBLE $ 500 AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS SCHEDULED AUTOS NON -OWNED AUTOS COMBINED SINGLE LIMI I (Ea accident) $ BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPER I Y UAMAGE (Per accident) $ $ A J UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EZXS1002229 01/01/2016 01/01/2017 EACH OCCURRENCE $ 1,000,000 AGGREGATE $ 1,000,000 $ DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR /PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A I STATUTE "R 0 RI H- E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ C PROFESSIONAL LIABILITY ANE1443706.16 01/01/2016 01/01/2017 1,000,000 PER OCCURRENCE/ AGGREGATE RETENTION IS 15,000 DESCRIPTION OF OPERATIONS / LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) CERTIFICATE HOLDER CANCELLATION CITY OF FEDERAL WAY C/O E.J. WALSH 33325 8TH AVE SOUTH FEDERAL WAY, WA 98003 -6325 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE J/$A ApaL2gate, ACORD 25 (2014/01) © 1988 -2014 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD This Endorsement Modifies Your Policy (Effective At Inception Unless Another Date Shown Below) ADDITIONAL INSURED ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART The insurance afforded by this policy for "bodily injury," "property damage" and /or "personal and advertising injury" shall also apply to the "additional insured" listed below for claims, suits, and /or damages made against the "additional insured," but only to the extent the "additional insured" is being held responsible for the acts, omissions and /or negligence of the "named insured." This insurance afforded shall not apply to claims, suits and /or damages arising out of the acts, omissions and /or negligence of the "additional insured(s)." The inclusion of the "additional insured(s)" shall not operate to increase the Limits of Insurance. To the extent, if any, that this policy affords coverage to an "additional insured," the "additional insured" is subject to all of the terms of the policy. Our obligation to provide coverage to an "additional insured" is further limited by the interest of the "additional insured" as defined below. Interest of the Additional Insured(s) Defined: Blanket For the purpose of this endorsement, the "named insured" is the person(s) and /or party(ies) designated on the Declarations Page of the policy or on any endorsement. The "additional insured" is the person(s) and /or party(ies) identified below. Identity of Additional Insured(s): As required by written contract (Complete this section if endorsement is added after policy is issued.) Policy Number Endorsement Number Endorsement Effective Date Signature of Authorized Representative Producer Number Page 1 of 1 INSURED WW180 (03/10) 4CITY OF `�... Federal Way WASHINGTON OUR COMMUNITY e- Permits HOME Terms a Conditions PUBLIC INFORMATION Locate a Business Permits Information Issued Permits Contractor Search REGISTERED USERS Apply for Permit View My Permits Request Inspection New Registration Update Registration Login Reference File Name 13 102020 000 00 BL Description Business Regi sI rat ion Number Pre. Street 1402 3RD Desc. Applicant Business Owner Mailing Address Org. Name LORAX PARTNERS LORAX PARTNERS Info. Desc. Business Ownership Type S.I.C. Code Gambling on Premises? Liquor Served on Premises? Number of Full -Time Employees in City Business Phone Number Number of Part-Time Employees in City Date Business To Start in FW LIC- BUSINESS LIC. (1530) LIC -BUS. LICENSE RENEWAL (1532) LIC -BUS. LICENSE RENEWAL (1532) LIC -BUS. LICENSE RENEWAL (1532) LIC -BUS. LICENSE RENEWAL (1532) Process Description Application Received - BL Application Routing Planning Review Renewal Notice Pre - Issuance Processing - BL Renewal Processing Completed Fee Desc. Status Closed Closed Closed Closed Closed Closed PERMIT /BUSINESS DETAILS Sub Type Work Type Non - Resident Business Street Type AVE Professional Services PROPERTY DETAILS Suite Suite Type Number SUITE 1022 SEATTLE Dir LORAX PARTNERS Status Application Date Open May 08, 2013 City State Zip WA 98101 PEOPLE DETAILS Address 1402 3RD AVE SUITE 1022 1402 3RD AVE SUITE 1022 1402 3RD AVE SUITE 1022 BUSINESS INFO Limited Liability 7300 - Business Services NO NO 0 2062768727 0 Apr 24, 2013 PERMIT /LICENSE FEE(S) PROCESSES AND NOTES Schedule Date May 08, 2013 May 08, 2013 May 08, 2013 Oct 21, 2013 May 08, 2013 Dec 06, 2013 Start Date May 08, 2013 May 08, 2013 May 08, 2013 Feb 27, 2015 May 08, 2013 Feb 27, 2015 Back City SEATTLE SEATTLE SEATTLE May 08, 2013 May 08, 2013 May 08. 2013 Feb 27, 2015 May 08, 2013 Feb 27, 2015 Value Issue Date Expiration Date May 08, 2013 Dec 31, 2017 Legal Desc State Zip WA 98101 WA 98101 WA 98101 Fee Amount 575.00 $50.00 $50.00 $50.00 S50.00 Phone# (206)276 -8727 (206)718 -6371 (206)276 -8727 Assigned Staff Jeri -Lynn Clark (253- 835 -2526) Jeri -Lynn Clark (253 -835 -2526) Jeri -Lynn Clark (253 -835 -2526) Debora Hall (253- 835 -2526) Jeri -Lynn Clark (253- 835 -2526) Debora Hall (253-835-2526) Balance $0.00 $0.00 $0.00 $0.00 S0.00 # of Attempts 0 0 0 0 0 0 Powered by CSDC's AMAND in Ea Home I Print 1 Email 1 Contact Us 1 Employee Resources 1 Copyfight Notices 1 Accessibility 1 Sitema I Translate no. I 33325 8th Ave. South. Federal Way, WA 98003, 253- 835 -7000 1 Powered by CivicPlus A We are experiencing higher- than - normal call volumes and business filings. We appreciate your patience as we do our best to service every customer as quickly as possible. LORRAX PARTNERS LLC UBI Number 602958267 Category LLC Active /Inactive Active State Of Incorporation WA WA Filing Date 09 /27/2009 Expiration Date 09/30/2017 Inactive Date Duration Perpetual Agent Name BRIAN FYALL Address 1402 3RD AVE STE 1022 City SEATTLE State W ZIP ',/ x11195 Address City State Zip Governing Persons (as defined it RCW2395.105(72)(http / /app.legwa gov/RCW/supdefaultaspxfitte=23.95.105)/ Title Name Address Governor FVALL, BRIAN Governor SANTOS, P; RETURN TO: D l EXT: a 'OO CITY OF FEDERAL WAY LAW DEPARTMENT ROUTING FORM 1. ORIGINATING DEPT/DIV: PUBLIC WORKS/ �r 1 2. ORIGINATING STAFF PERSON: AAILLI A WI At N EXT: Z 1 1 I 3. DATE REQ.BY: 4. TYPE OF DOCUMENT(CHECK ONE): ❑ CONTRACTOR SELECTION DOCUMENT(E.G.,RFB,RFP,RFQ) ❑ PUBLIC WORKS CONTRACT ❑ SMALL OR LIMITED PUBLIC WORKS CONTRACT PROFESSIONAL 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 (� f �� .�- 5. PROJECT NAME: ?ACC �eCTS C MA1U11.66 AI&Qr. 6. NAME OF CONTRACTOR: L062-AV PA12-10F.,2S ADDRESS: l O\ STFWPAT' ST .Cu)'1'5... SST) same WA TELEPHONE: Z(D(D 271 g1t7 E-MAIL: S . LOT-FOL.PA fLTN1L/23.(DM) FAx: SIGNATURE NAME: ShATTIZ FART MR-. TITLE: 7. EXHIBITS AND ATTACHMENTS: ❑ SCOPE,WORK OR SERVICES ❑ COMPENSATION ❑ INSURANCE REQUIREMENTS/CERTIFICATE ❑ ALL OTHER REFERENCED EXHIBITS ❑ PROOF OF AUTHORITY TO SIGN ❑ REQUIRED LICENSES ❑ PRIOR CONTRACT/AMENDMENTS CFW LICENSE# BL,EXP. 12/31/ UBI# ,EXP. / / 8. TERM: COMMENCEMENT DATE: t'ES' 1 12015 COMPLETION DATE: AKA. 30 ) 2811 9. TOTAL COMPENSATION:$ 7401 13t — (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 ❑NOG IF YES,$ T PAID BY: ❑CONTRACTOR ❑CITY �p ❑ PURCHASING: PLEASE CHARGE To: & ^ OO -1 O " S9' ^5O p'�490 10. DOCUMENT/CONTRACT REVIEW INITIAL/DATE REVIEWED INITIAL/DATE APPROVED ❑ PROJECT MANAGER ❑ DIVISION MANAGER ❑ DEPUTY DIRECTOR vAHIRECTOR ❑ RISK MANAGEMENT (IF APPLICABLE) XLAW DEPT -"/j0/if 11. COUNCIL APPROVAL(IF APPLICABLE) COMMITTEE APPROVAL DATE: COUNCIL APPROVAL DATE: 12. CONTRACT SIGNATURE ROUTING ❑ SENT TO VENDOR/CONTRACTOR DATE SENT: / 3 (C DATE REC'D: a/ i /$ ❑ ATTACH: SIGNATURE AUTHORITY,INSURANCE CERTIFICATE,LICENSES,EXHIBITS I/�,.LJ1,IAL DATE SIGNED LAW DEPT CHIEF OF STAFF SIGNATORY(MAYOR OR DIRECTOR) ���i_"�11 /� i S �� CITY CLERK emir, 5(( SSIGNED AG# AG# 3j1(4SIGNED COPY RETURNED DATE SENT: • ' r� II �`rr _ L ETURN ONE ORIGINAL COMMENTS: EXECUTE" "ORIGINALS *4e( Ind.Icx. RcdoIy lc) 30 a (p '� (Gtd Pf d* d . J �J 11/9 4111k6, CITY" OF CITY HALL 33325 8th Avenue South ,.%*•,.,,_.. Federal Way Federal Way,WA 98003-6325 (253) 835-7000 PROFESSIONAL SERVICES AGREEMENT FOR PROJECT AND CONSTRUCTION MANAGEMENT This Professional Services Agreement ("Agreement") is made between the City of Federal Way, a Washington municipal corporation ("City"), and Lorax Partners, LLC, a Washington Limited Liability Company ("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: PJ Santos William Appleton 101 Stewart St., Suite 350 33325 8th Avenue South Seattle,WA 98101 Federal Way,WA 98003-6325 (206)276-8727 (telephone) (253) 835-2711 (telephone) pj @loraxpartners.com (253) 835-2709 (facsimile) William.appleton@cityoffederalway.com The Parties agree as follows: 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 Services specified in this Agreement, but in any event no later than April 30, 2017 ("Term"). This Agreement may be extended for additional periods of time upon the mutual written agreement of the Parties. 2. SERVICES. The Contractor shall perform the services more specifically described in Exhibit A ("Services"), attached hereto and incorporated by this reference, in a manner consistent with the accepted profes sional p ractices 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 of this Agreement. Termination for such conduct may render the Contractor ineligible for City agreements in the future. 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 rates 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 of Services and payment under this Agreement. PROFESSIONAL SERVICES AGREEMENT - 1 - 1/2015 CITY OF CITY HALL ;. Federal Way 33325 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www crtyuffederaM'ay corn 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 following 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. 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: PROFESSIONAL SERVICES AGREEMENT - 2 - 1/2015 CITY OF CITY HALL 4%6, Federal Way Feder 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederalway corn 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, stopgap 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 this 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 the 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 and 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 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 that 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 Services specified in this Agreement, 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. PROFESSIONAL SERVICES AGREEMENT - 3 - 1/2015 CITY OF CITY HALL ,;. Federal Way 3e3e5 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www crty offederahvay corn 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 that may arise as an incident of this Agreement. Contractor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the Services specified in this Agreement 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 Services. The Contractor shall pay all income and other taxes due except as specifically provided in Section 4 of this Agreement. 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 entities or persons; 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, the negotiation, drafting, signing,administration of this Agreement, or the evaluation of 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, honorably discharged veteran or military status, sexual orientation including gender expression or identity, 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 Parts 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 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 PROFESSIONAL SERVICES AGREEMENT - 4 - 1/2015 CITY OF CITY HALL 33325'�... Federal Way Feder 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederahvay corn 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; 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 - 1/2015 CITY OF CITY HALL ;.•;� Federal Way Feder 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www atyofederalway corn IN WITNESS, the Parties execute this Agreement below, effective the last date written below. CITY OF FEDERAL WAY ATTEST: dir �A...ell Art Jim Ferr- f ayo C 1: k, Stephanie Courtney C DATE: 3 /I APPROVED AS TO FORM: 4,,d _,..,Air „/„.,,r 7 -69i City Attorney, Amy Jo Pearsall LORAX PARTNERS, LLC By: ` / A. Printed Name: n cA YR Title: AP-I NE& DATE: Z "Z-L1 - 17 STATE OF WASHINGTON ) ) ss. COUNTY OF 1‹,\t 5 ) On this day personally appeared before me Q J So1c oS , to me known to be the pk c c\e�- of Loo.* 'V.cd- t -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 m.) -,• .u►, , +�I ; seal this �.� day of .., c,, ,/ OAS •l• '` signature _��totary's otary's printed name _ w� _ % .- otary Public in and for the State of Washington. ��,4..1•�� G,-= My commission expires -7131 ti$ PROFESSIONAL SERVICES AGREEMENT - 6 - 1/2015 CITY OF CITY HALL Federal Way 33325 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www atyoffederahvay corn EXHIBIT A SERVICES Project Management Services: Lorax Partners, LLC, a Washington limited liability company, will provide Project Management and Construction Management services for the design and construction of the Federal Way Performing Arts and Conference Center("Project"). Lorax Partners, LLC will provide the following usual and customary Project Management Services for the PACC with direct consultation and approval from the City of Federal Way's Project Director, including but not limited to: • Implement the project vision for the Project. • Point of contact for the Project Director on all aspects of the project and team. • Update and manage the overall project budget and schedule—this will include the approval of invoices, management of the project's accounting with the City's accounting staff, tracking costs to date, tax reporting, and updates to City Council and the Mayor. • Coordinate, update, and manage the overall operating project preformance with the future Federal Way PACC Director or others as directed. • Coordinate, manage and present as needed to the City Council, Mayor, City Staff or other groups as requested by the Project Director on project status. • Manage the process with the Project Director to gain consensus on design, programming and material direction for the project. • Coordinate with Project Director/Team on the selection of Alternates for the project. • Integrate into the design, planning, and schedule of the PACC the planning for the adjacent Target site as needed. • Assist as needed by the Project Director with the City's financing package. • Select, contract, and manage design professionals for and with the Project Director to provide documentation for construction and onsite construction administration. • Coordinate and interface with jurisdictions having authority for issuing and approving construction permits. • Coordinate with serving utilities (water, sewer, storm water, gas, power, telephone, and cable) • Select, manage and coordinate building furniture, fixtures and equipment(signage, lobby furniture, amenity improvements, back of house equipment, theater package, rigging, tools, and the defined owner furnished items ("Owner Allowances") • Coordinate with Construction team and Construction Manager on building commissioning. • Interface with the PACC Director on all aspects of the project including design, layout, functionality, specification, operations, fixture selections, signage and future marketing, and booking. Goal for a seamless transition from design and construction into long-term operations of the facility. • Select, coordinate and manage other services required for completion of the Project—additional survey work, soils testing, legal services, marketing of building, and interface with property management team. • Coordinate with Design, Construction and third-party consultant as needed to attain LEED Silver Certification. PROFESSIONAL SERVICES AGREEMENT - 7 - 1/2015 CITY OF CITY HALL Federal Way Feder 8th Avenue South Federal Way,WA 98003-6325 (253) 835-7000 www cityoffederatway corn Construction Management Services: Lorax Partners, LLC will provide usual and customary Construction Management Services for the Project with direct consultation with the City of Federal Way's Project Director, including but not limited to: • Attend and manage team meetings with the design team and once under construction, with the architect and contractor. The Construction Manager 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. • Coordinate between designers and general contractor information flow including but not limited to, design progress and construction methodologies, submittals, requests for information, designer observation reports, and as-builts and document/track information flow. • Coordination and feedback to the team on design constructability and cost control. • Document coordination with all team members. • Assemble contract documents for permit(s) and for bidding. • Compile bid documents with the design team and the City. • Advertise and take questions from potential bidders and field responses. • Point of contact for the winning general contractor. • Negotiate and contract with the general contractor with help of the City's legal counsel. • Interface with the general contractor on construction schedule and keep all parties timely informed of all material information • Provide construction observation and supervision throughout the construction phase as needed. • Selection, contracting, and managing of testing and inspection services as required by jurisdiction that has authority. • Attend and facilitate bid openings. • Work with team to attain Certificate of Occupancy. • Track progress of the project on a regular basis through Design, Construction, and Project Closeout. PROFESSIONAL SERVICES AGREEMENT - 8 - 1/2015 CITY OF CITY HALL .4 Federal Way 33325 8th Avenue South Federal Way,WA 98003-6325 (253)835-7000 www crtyoffederalway corn EXHIBIT B COMPENSATION Total Compensation: In return for the Services, the City shall pay the Contractor an amount not to exceed Seven Hundred Forty-Nine Thousand Three Hundred Fourteen and no/100 ($749,314.00). Fees for Services: Lorax Partners, LLC will be paid monthly during the twenty-six (26) month projected project schedule per the following schedule: Fee: Per Month Phase Total Pre—Construction 8 months $20,063 $160,504 Construction through Opening 18 months $32,712 $588,811 Project Total: $749,314 Monthly fees are all-inclusive and include the following: • Computers, typical business software and peripherals • Cell phones and fees • Incidental supplies Reimbursable Expenses are marked up 10 percent and include: • Mileage at IRS approved rate for travel to project sites and meetings outside downtown Seattle • Incidental printing of project documents • Parking Hourly Billing Rate Schedule In consideration of the Contractor performing the Services, the City agrees to pay the Contractor an amount calculated on the basis of the hourly labor charge rate schedule for Contractor's personnel as shown below: LORAX Partners Partner, PJ Santos $185 Partner, Bryan Fyall $160 PROFESSIONAL SERVICES AGREEMENT - 9 - 1/2015 ___-..N Exh I bi f C LORAP-1 OP ID:TB '4`°R°� CERTIFICATE OF LIABILITY INSURANCE DATE 03/03/201 YY) 03/03/2015 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Phone:425-258-2300 NAMEACT Whitfield's United Insurance Fax:425-258-9363 PHONE FAX PO Box 1127/3425 Broadway (A/C.No.Ext): (A/C,No): Everett,WA 98206 E-MAIL Tim Johnston ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Colony Insurance Co. 39993 INSURED Lorax Partners,LLC INSURER B:Associated International Ins 27189 1402 3rd Avenue,Suite 1022 INSURER C:Lloyd's of London 85202 Seattle,WA 98101 ' INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 2 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL S VD POLICY NUMBER (MM/D//YYYY) (MM/DY/YYYY) LIMITS LTR JjI$R WVD GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 A X COMMERCIAL GENERAL LIABILITY X GL4069586 01/01/2015 01/01/2016 DAMAGETORENTED 100,000 PREMISES(Ea occurrence) $ CLAIMS-MADE X OCCUR MED EXP(Any one person) $ 5,000 • PERSONAL&ADVINJURY $ 1,000,000 GENERAL AGGREGATE $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 2,000,000 POLICY PFr0,7 LOC I $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ ANY AUTO BODILY INJURY(Per person) $ ALL OWNED i SCHEDULED BODILY INJURY(Per accident) $ NON-OWNED AUTOS N PROPERTY DAMAGE $HIRED AUTOS AUTOS Per accident $ UMBRELLA LIAR X 1 OCCUR EACH OCCURRENCE $ 1,000,00C B X EXCESS LIAB —II CLAIMS-MADE XOBW5204914 01/01/2015 01/01/2016 AGGREGATE $ 1,000,00C DED X 1 RETENTION$ 0 $ WORKERS COMPENSATION WC STATU- I OTH- AND EMPLOYERS'LIABILITY Y/N TORY LIMITS I ER I ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT I $ 1 OFFICER/MEMBER EXCLUDED? N I A , (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ ' If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT I$ C ,Real Estate E&O ANE1443706.15 01/01/2015 01/01/2016 EachClaim 1,000,00( Agg 1,000,00( 1 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (Attach ACORD 101,Additional Remarks Schedule,if more space is required) Project: Federal Way Performing Arts and Conference Center. Certificate holder is addditional insured per terms and conditions of form U156-0310, attached. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Federal Way 33325 8th Ave South Federal Way,WA 98003 AUTHORIZED REPRESENTATIVE 'W-152— I ©1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OW N ERS, LESSEES OR CONTRACTORS - SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name of Additional Insured Person(s) or Organization(s) (Additional Insured): Location(s) of Covered Operations: ALL PERSONS OR ORGANIZATIONS AS REQUIRED BY WRITTEN CONTRACT WITH THE INSURED A. SECTION II -WHO IS AN INSURED is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule for whom you are performing operations when you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy. Such person or organization is an additional insured only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" casued, in whole or in part, by: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(s) designated above. A person's or organization's status as an additional insured under this endorsement ends when your operations for that additional insured are completed. B. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: Additional Insured Contractual Liability "Bodily injury" or "property damage" for which the additional insured(s) are obligated to pay damages by reason of the assumption of liability in a contract or agreement. Finished Operations or Work "Bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished 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 the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization. Negligence of AdditianaTTnsured "Bodily injury" or "property damage" arising directly or indirectly out of the negligence of the additional insured(s). ALL OTHER TERMS AND CONDITIONS OF THE POLICY REMAIN UNCHANGED. U156-0310 Includes copyrighted material of ISO Properties, Inc., Page 1 of 1 with its P ermission. Insured