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HomeMy WebLinkAbout19-117 - Heartland, LLC - Consultant Agreement for Residual Land Valuation Services19-117 City of Tukwila Contract Number: Council Approval N/A 6200 Southcenter Boulevard, Tukwila WA 98188 CONSULTANT AGREEMENT FOR RESIDUAL LAND VALUATION SERVICES THIS AGREEMENT is entered into between the City of Tukwila, Washington, hereinafter referred to as "the City", and Heartland, Ll-C, 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 residual land valuation services in connection with the project titled Tukwila Village Phase 2. 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 Acireernent: Time for Performance. This Agreement shall be in full force and effect for a period commencing upon execution and ending September 30, 2019, 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 August 5, 2019 unless an extension of such time is granted in writing by the City. 4. Payment The Consultant shall be paid by the City for completed work and for services rendered under this Agreement as follows: A. Payment for the work provided by the Consultant shall be made as provided on Exhibit "B" attached hereto, provided that the total amount of payment to the Consultant shall not exceed $10,000 without express written modification of the Agreement signed by the City. B. The Consultant may submit vouchers to the City once per month during the progress of the work for partial payment for that portion of the project completed to date. Such vouchers will be checked by the City and, upon approval thereof, payment shall be made to the Consultant in the amount approved. C. Final payment of any balance due the Consultant of the total contract price earned will be made promptly upon its ascertainment and verification by the City after the completion of the work under this Agreement and its acceptance by the City. D. Payment as provided in this section shall be full compensation for work performed, services rendered, and for all materials, supplies, equipment and incidentals necessary to complete the work. E. The Consultant's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the City and the state of Washington for a period of three (3) years after final payments. Copies shall be made available upon request. 3 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, ordinances and regulations, applicable to the services rendered under this Agreement. 7. Indemnification. The Consultant shall defend, indemnify and hold the City, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of the Consultant in performance of this Agreement, 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 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. 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. Minimum Amounts and Scope of Insurance. Consultant shall obtain insurance of the types and with the limits described below: 1. Automobile Liability insurance with a minimum 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. 2. Commercial General Liabilily insurance with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors and personal injury and advertising injury. 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. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. CA revised : 1-2013 Page 2 4. Professional Liability with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. Professional Liability insurance shall be appropriate to the Consultant's profession. B. 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. 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. C. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:Vll. D. 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. Certificates of coverage and endorsements as required by this section shall be delivered to the City within fifteen (15) days of execution of this Agreement. 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. F. 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 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. The 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 or the presence of any disability in the selection and retention of employees or procurement of materials or supplies. CA rev1sW: 1-2013 Page 3 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: Heartland, LILC 1301 First Avenue, Suite 200 Seattle, WA 98101 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. CA revised: 1-2013 Page 4 DATED this ) 7 day of CITY OF TUKWILA DerekSpeck. Economic Development Administrator ITU 011 CONSULTANT 20--d-- CA revised: 1-2D13 Page 5 The City of Tukwila ("City) has a signed purchase and sale agreement with Tukwila Village Development Associates, LLC ("Developer") to sell land to Developer as part of Phase 2 of the Tukwila Village project. The PSA sets the land price at the Adjusted Residual Land Value determined in accordance with a Disposition and Development Agreement (DDA) between City and Developer provided that the minimum price is $2,300,000. City desires to have Consultant review Developer's Adjusted Residual Land Value calculations to determine if the Developers costs, revenues, assumptions, and methodology are reasonable or if the Adjusted Residual Land Value should be higher than the minimum price. Consultant will: Developer Material Review: Heartland will review the residual land value model and any supporting material provided by the Developer that it uses to establish its opinion of land value per the terms outlined between the City and the Developer for this Project. Based on this review Heartland will evaluate the Developer's estimated pare -development costs, construction costs, financing costs, developer fees, rent revenues, and other assumptions for the Project using residual land value model and identify assumptions that require additional review. Assumption Review: For those assumptions that Heartland deems to require additional review Heartland will access its available resources to confirm or recommend assumption adjustments. These resources may include: o Primary research and/or the use of third -party subscription sources for market rent, vacancy, and absorption assumptions; o A survey of debt (commercial and state/federal sources) and equity sources for current financing terms; o A survey of active developers for confirmation of developer fees; and o Construction cost verification using in-house knowledge, or if necessary, an additional expert cost estimation resource. Opinion Letter* Within one week of receiving the materials provided by the Developer, Heartland will provide a brief letter summarizing its opinion as to: (1) Whether the developer's residual land value model and assumptions for pre - development costs, construction costs, financing costs, developer fees, and rent revenues are reasonably typical within the multi -family sector for projects of this type and location. (2) Whether the developer's residual land value model's estimated land price is reasonable given the model and assumptions. (3) Which, if any, assumptions need further review or adjustments. CA revised: 1-2013 Page 6 EXHIBIT B Heartland's compensation for the scope of work outlined in Exhibit A will be based on: A flat fee of $6,000 due upon completion of the opinion Letter Time and materials based on the rates shown below for any additional work requested by City upon completion of the opinion letter. CA revised: 1-2013 Page 7 EXHIBIT B. Pg- CONSULTING FEES AND REIMBURSEMENT SCHEDULE Effective January 1, 2019 : 16111H WA 3144IN4.7-1VI 4.111 James Reinhardsen John Shaw Matt Anderson Chris Fiori Doug Larson Deva Hasson Erica Buckley Lee Striar Mark Goodman Lanzi Li Ben Wharton Spencer Esau Evan Schneider Jenny Score Tyson Heriot Stephen Russell Graduate Intern Research Assistant/Graphic Assistant (Note: General office overhead and general clerical work are incorporated in these hourly rates) REIMBURSABLE COSTS: Copies - color 11 x 17 Copies - color 8-1/2 x 11 Copies of large format originals - all types Mileage Parking and tolls Postage and delivery out -of -house productions Large format prints Mounting on presentation board Travel - airfare, car rental, lodging and meals RATES ARE SUBJECT TO ANNUAL INCREASES $470 $410 $3SO $280 $280, $280 $250 $230 $220 $210 $210 $180 $180 $160 $140 $100 $90 $50 $1.50 each $.75 each Cost $.58/mile Cost Cost Cost $8.50/sf $3.75/sf Cost plus 2% 1301 First Avenue, Suite 200 Seattle, Washington 98101 ;1, = 206682-2500 I'A,,,, 206467-1429