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HomeMy WebLinkAbout26-086 - Contract - Cushman & Wakefield Regional, LLC - Appraisal Services: Newport ParcelCity Of Tukwila Contract Number: 26-086 Council Approval N/A • 6200 Southcenter Boulevard, Tukwila WA 98188 PROFESSIONAL SERVICES AGREEMENT (Includes consultants, architects, engineers, accountants, and other professional services) THIS AGREEMENT is entered into between the City of Tukwila, Washington, hereinafter referred to as "the City" or "Client, " and Cushman & Wakefield Regional, LLC, hereinafter referred to as "the Consultant," in consideration of the mutual benefits, terms, and conditions hereinafter specified. 1. Project Designation. The Consultant is retained by the City to perform appraisal services in connection with the project titled the Newporter site. 2. Scope of Services. The Consultant agrees to perform the services, identified on Exhibit "A" attached hereto, including the provision of all labor, materials, equipment and supplies. 3. Duration of Agreement; Time for Performance. This Agreement shall be in full force and effect for a period commencing upon execution and ending March 31, 2026, unless sooner terminated under the provisions hereinafter specified. Work under this Agreement shall commence upon written notice by the City to the Consultant to proceed. The Consultant shall perform all services and provide all work product required pursuant to this Agreement no later than March 31, 2026 unless an extension of such time is granted in writing by the City. 4. Payment. As cited in Exhibit B. 5. Ownership and Use of Documents. All documents, drawings, specifications and other materials produced by the Consultant in connection with the services rendered under this Agreement shall be the property of the City whether the project for which they are made is executed or not. The Consultant shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with the Consultant's endeavors. The Consultant shall not be responsible for any use of the said documents, drawings, specifications or other materials by the City on any project other than the project specified in this Agreement. 6. Compliance with Laws. The Consultant shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, state, and local laws, professional standards (including The Uniform Standards of Professional Appraisal Practice), ordinances and regulations, applicable to the services rendered under this Agreement. 7. Indemnification; Limitation of Liability. The Consultant shall defend, indemnify and hold the City, its officers, officials, employees and volunteers harmless from any and all third -party claims, injuries, damages, losses or suits including reasonable attorney fees, to the extent arising out of or resulting from Consultant's gross negligence, wilful misconduct, or fraud, except for injuries and damages caused by the sole negligence of the City. 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, and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's gross 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. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. By signing this Agreement, the City expressly agrees that its sole and exclusive remedy for any and all losses or damages relating to this Agreement or the appraisal shall be limited to the amount of the appraisal fee paid to the Consultant by the City. In the event that the City, or any other party entitled to do so, makes a claim against or any of its affiliates or any of their respective officers or employees in connection with or in any way relating to this engagement or the appraisal, the maximum damages recoverable from the Consultant or any of its affiliates or their respective officers or employees shall be the amount of the monies actually collected by the Consultant or any of its affiliates for this assignment, and under no circumstances shall any claim for consequential, indirect, special, punitive or liquidated damages be made. 8. 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, or employees. Consultant's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Consultant to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. A. Amounts and Scope of Insurance. Consultant shall obtain insurance of the types and with the limits described below: 1. Automobile Liability insurance with a combined single limit for bodily injury and property damage of $1,000,000 per accident. Automobile Liability insurance shall cover 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. CA revised May 2020 Page 2 2. Commercial General Liability insurance with limits of $2,000,000 each occurrence, $2,000,000 general annual aggregate. Commercial General Liability insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, stop -gap independent contractors and personal injury and advertising injury. The City shall be includedas an additional insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO endorsement form CG 20 26. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 4. Professional Liability with limits no less than $2,000,000 per claim and $2,000,000 policy aggregate limit. Professional Liability insurance shall be appropriate to the Consultant's profession. B. Intentionally Omitted. C. Other Insurance Provision. The Consultant's Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain, that they shall be primary insurance with respect to the City with respect to Consultant's indemnification obligations in this Agreement. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not be contributed or combined with it. D. Acceptability of Insurers. If maintained through third -party insurers or Consultant's wholly owned captive insurance company, the required 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 Consultant before commencement of the work. Upon request by the City, the Consultant shall furnish certificates insurance. F. Notice of Cancellation. The Consultant shall provide the City with written notice of any policy cancellation, within two business days of their receipt of such notice. G. Failure to Maintain Insurance. Failure on the part of the Consultant to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days notice to the Consultant to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Consultant from the City. 9. Independent Contractor. The Consultant and the City agree that the Consultant is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither the Consultant nor any employee of the Consultant shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to the Consultant, or any employee of the Consultant. 10. Covenant Against Contingent Fees. The Consultant warrants that he has not employed or retained any company or person, other than a bonafide employee working solely for the Consultant, to solicit or secure this contract, and that he has not paid or agreed to pay any company or person, other than a bonafide employee working solely for the Consultant, any CA revised May 2020 Page 3 fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the City shall have the right to annul this contract without liability, or in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 11. Discrimination Prohibited. Consultant, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation, the presence of any disability, or any other protected class status under state or federal law, in the selection and retention of employees or procurement of materials or supplies. 12. Assignment. The Consultant shall not sublet or assign any of the services covered by this Agreement without the express written consent of the City. 13. Non -Waiver. Waiver by the City of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other provision. 14. Termination. A. The City reserves the right to terminate this Agreement at any time by giving ten (10) days written notice to the Consultant. B. In the event of the death of a member, partner or officer of the Consultant, or any of its supervisory personnel assigned to the project, the surviving members of the Consultant hereby agree to complete the work under the terms of this Agreement, if requested to do so by the City. This section shall not be a bar to renegotiations of this Agreement between surviving members of the Consultant and the City, if the City so chooses. 15. Applicable Law; Venue; Attorney's Fees. This Agreement shall be subject to, and the Consultant shall at all times comply with, all applicable federal, state and local laws, regulations, and rules, including the provisions of the City of Tukwila Municipal Code and ordinances of the City of Tukwila. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. Venue for any action arising from or related to this Agreement shall be exclusively in King County Superior Court. 16. Severability and Survival. If any term, condition or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. 17. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk City of Tukwila 6200 Southcenter Boulevard Tukwila, WA 98188 Notices to Consultant shall be sent to the following address: Cushman & Wakefield Regional, LLC Attn: Scott F. Biethan, MAI, CRE, FRICS 601 Union Street, Suite 1100 Seattle, WA 98101 CA revised May 2020 Page 4 18. Entire Agreement; Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Consultant and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. 25th DATED this CITY OF TUKWILA day of Feb 20 26 CUSHMAN & WAKEFIELD REGIONAL, LLC 0 Signed by: By: Derek Speck Economic Development Administrator INTENDED USER Tejvir Basra Scott F. Biethan, MAI, CRE, FRICS Senior Managing Director, Director of Valuation, Pacific Northwest To acknowledge payment obligation as set forth in Exhibit B: Signed by: Name: Tejvi r Basra Title: developer INTENDED USER Jagpal Basra To acknowledge payment obligation as set forth in Exhibit B: Signed by: Name: Te]v, Title: developer CA revised May 2020 Page 5 EXHIBIT A SCOPE OF SERVICES The City owns a parcel of vacant land of approximately 35,000 square feet located at 14840 Tukwila International Boulevard (APN 004100-0130) in Tukwila, WA (the "Property"). The City is negotiating sale of the Property to Jagpal Basra and Tejvir Basra ("Intended Users"), private real estate developers who intend to develop the property for multi -family housing. The Client, Jagpal Basra and Tejvir Basra are the only identified Intended Users of the appraisal. The appraisal may not be distributed to or relied upon by other persons or entities. The appraisal report shall be used to facilitate a sales transaction between the City and the Intended User. Client and Intended User are coordinating contracts with Consultant for this appraisal in order to split the cost and streamline the negotiations process. Consultant agrees to only receive direction that is approved by Client. Consultant agrees to include both Client and Intended User in all communications that could have any effect on the content of the appraisal or estimate of value of the Property. Consultant will provide an Appraisal Report for the Property. The appraisal will reflect Consultant's opinion of the market value of the fee simple interest, subject to known easements/encumbrances and pursuant to Highest and Best Use. Consultant will develop and report its services in conformity with The Uniform Standards of Professional Appraisal Practice (USPAP) and subject to the Code of Ethics & Standards of Professional Appraisal Practice of the Appraisal Institute. Consultant will provide Client with a PDF of the Appraisal Report within 45 days after receiving authorization to proceed. City is the owner of the site and shall provide to Consultant: A copy of title report, if available Copies of any site-specific studies (Phase 1, 2, etc.), if available Name and number of contact person(s) for site inspection. City has contracted with Consultant based on the qualifications of R. Brian Mitchell and Scott F. Biethan, MAI, CRE, FRICS. Howard Ruthman will assist with the appraisal. As such, Mr. Mitchell will provide oversight throughout the work. The Appraisal Report shall be signed by Messrs. Biethan and Howard Ruthman. CA revised May 2020 Page 6 EXHIBIT B PAYMENT Contract Sum Consultant will perform the services in this Agreement on a total fixed fee basis of $4,000.00. It is noted that the fee shall be split and the Client and Intended User will each be responsible for half of the fee. It is further acknowledged that Jagpal Basra and Tejvir Basra are each responsible for $1,000 each (total of $2,000) and The City of Tukwila is responsible for its half of the fee which is $2,000.00. Acknowledgement of this obligation is made by the countersignature to this Agreement by authorized representatives of the Client and Intended Users. Time of Payment Consultant shall submit an invoice upon completion of work. Payment shall be due on the date of the invoice and shall be deemed delinquent if not made within 30 days of the invoice date. Delinquent payments shall accrue interest at the rate of 18% per annum from the due date. Should it be necessary for the Consultant to employ the services of an attorney or begin legal proceedings to collect any delinquent payments, the Client shall be liable for a reasonable attorney's fee and the court costs incurred. Termination In the event the consulting services are stopped by the Client at any time, the Consultant's fee shall be calculated, due and payable on the basis of the Consultant's fee schedule in effect on the date of the contract, and the actual hours and direct non -salary expenses incurred to the date of termination up to the maximum amount under this Agreement. CA revised May 2020 Page 7