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HomeMy WebLinkAboutCAG2000-0389 - Original - Llewellyn Real Estate - Aquision of Real Property for Police Headquarters Facility - 05/23/2000 CONSULTANT SERVICES CONTRACT BETWEEN THE CITY OF KENT AND LLEWELLYN REAL ESTATE THIS AGREEMENT is made by and between the CITY OF KENT, a Washington municipal corporation (hereinafter the "City"), and LLEWELLYN REAL ESTATE, organized under the laws of the State of Washington, located and doing business at 603 W. Gowe, Kent, WA 98032 (hereinafter the "Consultant"). RECITALS WHEREAS the City desires that the Consultant perform services necessary to provide assistance to the City on the acquisition of the real property necessary in order to construct the new police station. WHEREAS the Consultant agrees to perform the services more specifically described in the Scope of Work, dated May 16, 2000, as of the effective date of this agreement, attached hereto as Exhibit A which is incorporated herein by this reference as if fully set forth. AGREEMENT NOW, THEREFORE, in consideration of the mutual promises set forth herein, it is agreed by and between the parties as follows: 1. Description of Work Consultant shall perform all work as described in Exhibit A. Consultant further represents that the services furnished under this agreement will be performed in accordance with generally accepted professional practices in effect at the time such services are performed. 11. Payment The City shall pay the Consultant a commission on closing of the property acquisitions as set forth in Exhibit A. Payment shall also be made on properties for which negotiations by Consultant have failed and the City has subsequently acquired through condemnation proceedings. CONSULTANT SERVICES CONTRACT- t (May 18. 2000) (City of Kent and Llewellyn Real F,state) III. Relationship of Parties The parties intend that an independent contractor relationship will be created by this Agreement. As Consultant is customarily engaged in an independently established trade which encompasses the specific service provided to the City, no agent, employee, representative or sub- contractor of Consultant shall be or shall be deemed to be the employee, agent, representative or sub-contractor of the City. In the performance of the work, Consultant is an independent contractor with the ability to control and direct the performance and details of the work, the City being interested only in the results obtained under this Agreement. None of the benefits provided by the City to its employees, including, but not limited to, compensation, insurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub-contractors of the Consultant. Consultant will be solely and entirely responsible for its acts and for the acts of Consultant's agents, employees, representatives and sub-contractors during the performance of this Agreement. The City may, during the term of this Agreement, engage other independent contractors to perform the same or similar work. IV. Duration of Work The City and Consultant agree that work will begin on the tasks described in Exhibit A immediately upon execution of this Agreement and until complete, unless this Agreement is otherwise terminated as provided for herein. V. Place of Work The Consultant shall perform the work authorized under this Agreement at its offices in Kent, Washington. Meetings with the City staff as described in Exhibit A, Scope of Work, shall take place at the City's offices at 400 West Gowe, Kent, Washington, or at locations mutually agreed upon by the parties. VI. Termination Either party may terminate this agreement upon thirty (30) days prior written notice to the other party. In the event of termination, the City shall pay for all services performed by the Consultant to the effective date of termination, as described on a final invoice submitted to the City. This shall include commission payment for property acquisitions for which Consultant has obtained CONSULTANT SERVICES CONTRACT-2 (May 18,2000) (City of Kent and Llewellyn Real Estate) an earnest money agreement on property that closes after termination of this Agreement. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project which may be used by the City without restriction. Any such use not related to the project which Consultant was contracted to perform shall be without liability or legal exposure to the Consultant. VII. Discrimination In the hiring of employees for the performance of work under this Agreement or any sub- contract hereunder, the Consultant, its sub-contractors, or any person acting on behalf of such Consultant or sub-contractor shall not, by reason of race, religion, color, sex, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. VIII. Indemnification Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Consultant's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of Consultant's work when completed shall not be grounds to avoid any of these covenants of indemnification. 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 Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. CONSULTANT SERVICES CONTRACT-3 (May 18,2000) (City of Kent and Llewellyn Real Estate) The provisions of this section shall survive the expiration or termination of this Agreement. IX. Insurance The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees, sub-consultants or sub-contractors. Before beginning work on the project described in this Agreement, the Consultant shall provide a Certificate of Insurance evidencing: 1. Automobile Liabilitv insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and 2. Commercial General Liabilitv insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and $2,000,000 aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations/broad form property damage; explosion, collapse and underground (XCU) if applicable; and employer's liability; and 3. Professional Liabilitv insurance with limits no less than $1,000,000 limit per occurrence. Any payment of deductible or self insured retention shall be the sole responsibility of the Consultant. X. Ownership and Use of Records and Documents Original documents, drawings, designs and reports developed under this Agreement shall belong to and become the property of the City. All written information submitted by the City to the Consultant in connection with the services performed by the Consultant under this Agreement will be safeguarded by the Consultant to at least the same extent as the Consultant safeguards like information relating to its own business. If such information is publicly available or is already in Consultant's possession or known to it, or is rightfully obtained by the Consultant from third parties, Consultant shall bear no responsibility for its disclosure, inadvertent or otherwise. CONSULTANT SERVICES CONTRACT-4 (May 18,2000) (City ojKent and Llewellyn Real Estate) All data, documents and files created by Consultant under this Agreement may be stored at Consultant's office in Kent, Washington. Consultant shall make such data, documents, and files available to the City upon its request at all reasonable times for the purpose of editing, modifying and updating as necessary until such time as the City is capable of storing such information in the City's offices. Duplicate copies of this information shall be provided to the City upon its request, and at reasonable cost. Any use or reuse of the documents, data and files created by Consultant for the City on this project by anyone other than Consultant on any other project shall be without liability or legal exposure to Consultant. XI. City's Right of Review Even though Consultant is an independent contractor with the authority to control and direct the performance and details of the work authorized under this Agreement, the work must meet the approval of the City and shall be subject to the City's general right of review to secure the satisfactory completion thereof. The Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of such operations. XII. Non-Waiver of Breach The failure of the City to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred in one or more instances shall not be construed to be a waiver or relinquishment of said covenants, agreements or options, and the same shall be and remain in full force and effect. X111. Resolution of Disputes and Governing Law Should any dispute, misunderstanding, or conflict arise as to the terms and conditions contained in this Agreement, the matter shall first be referred to the City, and the City shall determine the term or provision's true intent or meaning. The City shall also decide all questions which may arise between the parties relative to the actual services provided or to the sufficiency of the performance hereunder. CONSULTANT SERVICES CONTRACT-5 (May 18,2000) (City of Kent and Llewellyn Real Estate) If any dispute arises between the City and Consultant under any of the provisions of this Agreement which cannot be resolved by the City's determination in a reasonable time, or if Consultant does not agree with the City's decision on the disputed matter, jurisdiction of any resulting litigation shall be filed in King County Superior Court, King County, Washington. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, the prevailing party shall be entitled to compensation for all legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section VIII of this agreement. XIV. Written Notice All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the agreement, unless notified to the contrary. Any written notice hereunder shall become effective upon the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. XV. Assignment Any assignment of this Agreement by the Consultant without the written consent of the City shall be void. If the City shall give 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 the City's consent. XVL Modification No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Consultant. XVIL Entire Agreement The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the CONSULTANT SERVICES CONTRACT-6 (May 18, 2000) (City of Kent and Llewellyn Real Estate) City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. The entire agreement between the parties with respect to the subject matter hereunder is contained in this Agreement and any Exhibits attached hereto. All of the above documents are hereby made a part of this Agreement and form the Agreement document as fully as if the same were set forth herein. Should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terns of this Agreement shall prevail. IN WITNESS WHEREOF, the parties below have executed this Agreement. CONSULTANT THE CITY OF KENT LLEWELLYN REAL ESTATE y rx can , lam'_�Gav� B c?,cl—, Its Its Wk'�C)R-- 4,(1 -rr—� m DATE: - DATE: 5- / -,) :1 '/n ,, Notices to be sent to: Notices to be sent to: CONSULTANT CITY OF KENT Attn: Attn: John Hodgson Llewellyn Real Estate Director of Parks and Recreation PO Box 902 City of Kent Kent, WA 98035 220 Fourth Avenue South (253) 852-1898 Kent, WA 98032 (253) 852-1899 - facsimile (253) 856-5100 (253) 856-6050-facsimile APPROVED AS TO FORM: ATTEST: Kent dity Attorney City Clerk P Tiv11\FILES\0MFi1es\04ETLlewellynConsultantConrcacadnc CONSULTANT SERVICES CONTRACT-7 (May 18,2000) (City of Kent and Llewellyn Real Estate) ■NN■■■ ■NE■■ ;;Llewellyn Meal Estate City of Kent Tuesday, May 16, 2000 Parks Department 220 4th Avenue South Kent, WA 98032 Attention: John Hodgson Regarding: Assemblage Dear John: Thank you for the opportunity to work with you on the assemblage of the Fourth Avenue property in Kent. This letter is intended to outline my scope of services pending negotiation of a final contract with the City. It is my understanding that the City would like to assemble a block of property in downtown Kent bound by Fourth Avenue South on the west, Third Avenue South on the east, West Titus Street on the north and West Saar Street on the south for construction of a new police headquarters facility Llewellyn Real Estate, as an agent of the City of Kent, intends to provide the following services: -Identification of all property ownership in the assemblage area and existing encumbrances -Valuation of all parcels within the assemblage area -Negotiation of the sale of all properties within the assemblage area, including recommendations on price -Drafting of all purchase and sale agreements, subject to the City Attorney's approval -Negotiation of any use easement -Coordination with City designated MAI appraisers to establish value -Identification of alternative parcels for existing owners who may want to move -Relocation of existing property owners as determined by the City of Kent -Coordination of all closings -Coordination of any environmental review and testing -Purchase and sale documents are subject to the final approval of the Mayor and Council of the City of Kent It is understood that the City may elect to condemn the property in the event that a fair and equitable purchase agreement is not possible. The City agrees to work exclusively with Llewellyn Real Estate on this project during the contract period. Llewellyn Real Estate shall be compensated in the following manner: -5% of the sale price or condemnation value, payable at closing. EXHIBR , . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . P.O.Box 902• Kent,Washington 98035 • (253)852-1898•fax:(253)852-1899 ■MMO■■ MESON NOOLlewellyn ■ ■Real Estate Specific contract terms will be negotiated between the City and Llewellyn Real Estate. Please let me know if this is what you have in mind as our working arrangement. I am available to meet with you to discuss any specifics at your convenience. I look forward to working with you on this project and please call me with any questions or comments. Sincerely, Llew yn al Estate an e elly cc: Roger Lu vich P.O.Box 902• Kent,Washington 98035 • (253)852-1898 •fax:(253)852-1899 ADDENDUM ONE TO CONSULTANT SERVICES CONTRACT THIS ADDENDUM ONE to Consultant Services Contract is made by and between the CITY OF KENT, a Washington municipal corporation (hereinafter the "City"), and LLEWELLYN REAL ESTATE, organized under the laws of the State of Washington, located and doing business at 603 W. Gowe, Kent, WA 98032 (hereinafter the "Consultant"). RECITALS WHEREAS, the City and Consultant entered into a Consultant Services Contract, fully executed on May 23, 2000, (hereinafter "Consultant Contract") for the purpose of acquisition of real property for the construction of a proposed police station; and WHEREAS, the City is considering a new site for the proposed police station and desires Consultant to assist the City in acquiring the appropriate property; and WHEREAS, the parties wish to enter into this Addendum One to Consultant Services Contract (hereinafter "Addendum One") in order to amend the scope of work and compensation for Consultant. AGREEMENT NOW, THEREFORE, in consideration of the mutual promises set forth herein, it is agreed by and between the parties as follows: 1. Section I, entitled "Description of Work," and Section II, entitled "Payment," of the Consultant Contact, is hereby amended by adding to the "Scope of Work" of Consultant its assistance in the acquisition of the Kent School District property, formerly known as the Kent Elementary School on Fourth Avenue in Kent, more specifically as set forth in Exhibit "A" to Addendum One attached hereto and incorporated herein by this reference. Compensation for Consultant services is more specifically set forth in Exhibit "A" to Addendum One. Any and all references to Exhibit "A" of the Consultant Contract shall also refer to and include Exhibit "A" ADDENDUM ONE TO CONSULTANT SERVICES CONTRACT- 1 (December 12,2000) (City of Kent and Llewellyn Real Estate) to Addendum One. All other terms and conditions of the Consultant Contract shall remain in full force and effect. 2. No compensation will be paid to Consultant unless an acquisition is closed and all acquisitions will require the approval of City Council prior to closing. IN WITNESS WHEREOF, the parties below have executed this Agreement. CONSULTANT THE CITY OF KENT LLEWELLYN REAL ESTATE Q4 By M�r 6T, . �—( tw By LJU� Its Its C,- DATE: 17- - �t_C DATE: /,;; APPROVED AS TO FORM: 4enty Attorney ATTEST: City Clerk P?Civil\FILES`UpwFilcs\0 8'l iduinOueLlewell�iConvul.dm ADDENDUM ONE TO CONSULTANT SERVICES CONTRACT-2 (December 12, 2000) (City of Kent and Llewellyn Real Estate) m ■Llewellyn MM ■ Meal Estate City of Kent Thursday, December 07, 2000 Parks Department 220 4th Avenue South Kent, WA 98032 Attention: John Hodgson Regarding: Assemblage Dear John: It was a pleasure meeting with you today to discuss the siting of the new Kent Police Headquarters Building. I understand from our conversation today that you would like Llewellyn Real Estate to act an agent for the City of Kent in their pursuit of suitable parcel with for the construction of the Kent Police Headquarters and specifically on the Kent School District property that was formerly Kent Elementary and is now being used by Kent View Christian. Llewellyn Real Estate, as an agent of the City of Kent, intends to provide the following services: -Identification of all property ownership in the assemblage area -Valuation of all parcels within the assemblage area -Negotiation of the sale of all properties within the assemblage area, including recommendations on price -Negotiation of any use easement -Coordination with City designated MAI appraisers to establish value -Identification of alternative parcels for existing owners who may want to move -Assist in the due diligence investigation on the property -Coordination of all closings It is understood that the City may elect to condemn the property in the event that a fair and equitable purchase agreement is not possible. The City agrees to work exclusively with Llewellyn Real Estate on this project during the contract period. Llewellyn Real Estate shall be compensated in the following manner: - 2.5% of the first $1,000,000 and 1.25%thereafter, of the sale price, trade value or condemnation value, payable at closing. In the event that multiple parcels must be acquired as part of this transaction then the City agrees to compensate the broker at a rate same rate scale for any parcel they acquire as part of this transaction. Sincerely, Llewellyn Re C an L ell EXHIBIT. ,_.. . . . . O N . . . . . . 0 0 0 0 0 E 0 0 0 0 N 0 0 0 0 0 00 . . . . . . . . . . . . 0 0 0 0 0 E 0 N N 0 0 0 0 0 E M 00 ■ P.O.Box 902• Kent,Washington 98035 • (253)852-1898 •fax:(253)852-1899