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HomeMy WebLinkAboutEC14-058 - Original - Ty Pendergraft - Contract - 03/14/2014 ® cords �l �° Document Y/q5 qxaT N CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: i Vendor Number: JD Edwards Number Contract Number: Ld ; Cava This is assigned by City Clerk's Office Project Name: .f Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment T-Contract ❑ Other: Contract Effective Date: 7 { 1{ Termination Date: b j Contract Renewal Notice (Days): Number of days required notice for termination or renewal or.amendment Contract Manager:' apartment: Detail: Detail: (i.e. address, location, parcel number, tax id, etc.): i S:Public\RscordsManagement\Forms\contmctcover\adcc7832 1 11/08 i i 40 wO ICENT WASH NOT ON PROFESSIONAL SERVICES AGREEMENT between the City of Kent and Ty Pendergraft, Coldwell Banker Commercial Danforth THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Coldwell Banker Commercial Danforth &Associates, Inc. organized under the laws of the State of Washington, located and doing business at 33313 1"r WayS, Federal Way, WA 98003, 206-391-6883 (hereinafter the "Contractor"). I. DESCRIPTION OF WORK. Contractor shall perform the following services for the City: 1) Consult with city staff to define the city's goals in its disposition of the Kent East Hill Shops Facility property ("Property")and prepare a Request for Proposal (RFP) process to sell the Property for development consistent with those goals. Contractor will organize and attend various meetings with city staff to gather facts and pertinent market Information pertaining to the Property. The draft RFP will be submitted to the city for review, revisions, and final approval. 2) Using city data, independent market study analysis, and a third-party appraisal, contractor will provide a formal price opinion. Contractor will advise city on steps that could maximize property value. 3) Contractor will participate In the creation of a proposed "development agreement" specific to the sale of the Property that will meet to the extent practical the city's vision for the site while providing a realistic development opportunity to a buyer. 4) Contractor will coordinate with subconsultants, if needed, in order to create a marketing package for the Property, Contractor will prepare a budget and description of work, which must be approved by city staff prior to acceptance of any proposal for subconsultant services. 5) Upon completion of items 1-4, Contractor will prepare a separate listing agreement in order to establish the desired terms of sale. After Contractor and the city have agreed to final terms and conditions, the city will execute the listing agreement If the brokerage commission does not exceed two percent (2%) of the Property's sale price, Contractor further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices within the Puget Sound region In effect at the time those services are performed. II. TIME OF COMPLETION. The parties agree that work will begin on the tasks described In Section I above immediately upon the effective date of this Agreement, and Contractor shall complete the work by 12/31/2014. III. COMPENSATION. The City shall pay Contractor a total amount not to exceed Nine Thousand Eight Hundred dollars ($9,800) for the services described In this Agreement. The Contractor shall Invoice the City monthly based on time and materials incurred during the preceding month. The PROFESSIONAL SERVICES AGREEMENT- 1 (Under$10,000) hourly rates charged for Contractor's services shall be as delineated in the attached and incorporated Exhibit A. All hourly rates charged shall remain locked at the negotiated rates throughout the term of this Agreement. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor- Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. 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. B. The Contractor maintains and pays for its own place of business from which Contractor's services under this Agreement will be performed. C. The Contractor has an established and independent business that Is eligible for a business deduction for federal income tax purposes that existed before the City retained Contractor's services, or the Contractor is engaged In an Independently established trade, occupation, profession, or business of the same nature as that Involved under this Agreement. D. The Contractor is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, Including the Internal Revenue Service and the state Department of Revenue. E. The Contractor has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by Contractor's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Contractor maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party seven (7) calendar days written notice at its address set forth on the signature block of this Agreement. VI. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Contractor, its subcontractors, or any person acting on behalf of the Contractor or subcontractor shall not discriminate against any person who is qualified and available to perform the work to which the employment relates as provided for by the City of Kent's Equal Employment Opportunity Policy. Contractor shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. VII. INDEMNIFICATION. Contractor 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 Contractor'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 Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. The provisions of this section shall survive the expiration or termination of this Agreement. In the event Contractor refuses tender of defense in any suit or any claim, If that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Contractor's part, then Contractor shall pay all the City's costs for defense, Including all reasonable expert witness fees and reasonable attorneys' fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Contractor's part. PROFESSIONAL SERVICES AGREEMENT- 2 (Under$10,000) VIII. INSURANCE. The Contractor shall procure and maintain for the duration of the Agreement, Insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. XII. CONTRACTOR'S WORK AND RISK. The Contractor agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or In the future become applicable to Contractor's business, equipment, and personnel engaged In operations covered by this Agreement or accruing out of the performance of those services. 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. XIII. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires Its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. 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. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree In writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all Its legal costs and attorney's fees 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, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section VII of this Agreement. D. 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 three (3) business days after 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. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. F. 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 Contractor. G. 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 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. Should any language in any of the exhibits to this Agreement conflict with any language contained In this Agreement, the terms of this Agreement shall prevail IN WITNESS, the parties below execute this Agreement,which shall become effective on the last date entered below. CONTRACTOR CITY OF KENTi PROFESSIONAL SERVICES AGREEMENT- 3 (Under$10,000) Print Name: t N' r i?(: ( Print Name: 6s) Its:® _ we-t� Its:6c.®n ,( p .D ej e>P . DATE: 3Ir3/q(title) DATE: 3(H1 (�f NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CONTRACTOR: CITY OF KENT: Ty Pendergraft eClq -0n V Coldwell Banker Danforth &Associates Inc City of Kent 33313 1"Way S 220 Fourth Avenue South Federal Way, WA 98003 Kent, WA 98032 206-391-6883 (telephone) (253) [Insert Phone Number] (telephone) 425-432-1812 (facsimile) (253) [Insert Fax Number] (facsimile) PROFESSIONAL SERVICES AGREEMENT - 4 (Under$10,000) CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement.I, the undersigned, a duly represented agent of 621dWill &Mket ` lflJ 4A1 j 1414 Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as eL4 izgi h FL1. that was entered into on the i � (date)r between the firm I represent and the City of Kent. I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. Dated this ( 3 ` day of MA IZ�� 204. By: // For: a0ve'li &1 o- (oynai i Au'd OA-i't!& i Title: � lIY�1r Date: i EEO COMPLIANCE DOCUMENTS - 3 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 I SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and j state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: i 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. i EEO COMPLIANCE DOCUMENTS - 2 DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the five requirements referenced above. Dated this day of C Fl 201r . By: For: ) Title: )gtjE4 Date: I13N EEO COMPLIANCE DOCUMENTS - 1 EXHIBIT INSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS 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, their agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The City shall be named as an insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 4. Professional Liability insurance appropriate to the Consultant's profession. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,OOOgeneral EXHIBIT B (Continued) aggregate and a $1,000,000 products-completed operations aggregate limit. 3. Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: 1. The Consultant'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 Consultant's insurance and shall not contribute with it. 2. The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the Consultant and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all required insurance policies. The Consultant's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. F. Subcontractors Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Consultant. .p 10/03/2013 09:27 2062329156 SKYWAY SEWRITY PAGE 02/03 �NA Real Estate Professionals Errors and Omissions Policy Declarations Agency Branch Prefix Policy Number Insurance is provided by 078990 969 RFS 42307494313 Continental Casualty Company 333 S Wabash Ave Chicago,IL 60804, A Stock Insurance Company. 1, NAMED INSURED AND MAILING ADDRESS: NOTICE TO POLICYHOLDERS: The Errors and Omissions Liability coverage Danforth and Associates,Inc. afforded by this policy is on a Claims Made OWL,Coldwd Banker Danforth basis. Please review the policy carefully and Associates,Caldwell Banker and discuss this coverso with your Commerical Danforth and Associates insurance agent or broker. 333131st Way South Federal Way,WA 93003 2. POLICY PERIOD: Inception: 10/01203 Expiration: 10/01*014 at 12:01 A.M.Standard Time at the address shown above. 3. ERRORS AND OMISSIONS LIABILITY: A. Limits of Liability Each Claim: $2.000,000 Aggregate: $2,000,000 S. Discrimination Limits of Liability: $250,000 C. Deductible: Each Claim; $10,000 D. First Coverage Date: 1010112010 E. Prior Acts Date: Full Prior Acts FORMS AND ENDORSEMENTS ATTACHED AT INCEPTION: CNA85781XX Errors and Omissions Policy CNA6818CWA CsnceAatienlNon•Renewal-Washington G-128449.646 Amendatory Endorsement-Washington CNA65834XX Amend Conditions to Exclusion E CNA65837XX Residential Ownership Endorsement CNA65780XX ED.W2012 Countersigned by Authorized Representative • 7 - 1772WR64974