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HomeMy WebLinkAboutCOW 2021-03-22 Item 4C - Contract - Teen and Senior Center Feasibility and Programming Services Programifte COUNCIL AGENDA SYNOPSIS Initials Meeting Date Prepared by Mayor's review Council review 03/22/21 RB 11 Motion Date 04/05/21 04/05/21 RB ❑ Bid Award Mtg Date ❑ Public Hearing Mtg Date ❑ Other Mtg Date Mtg Date Mtg SPONSOR ❑Council 11 Mayor HR ❑DCD Finance •Fire TS ❑P&R ❑Police ❑PIF ❑Court SPONSOR'S Staff is seeking approval for a contract with McGranahan Architects for programming and SUMMARY feasibilty study for the teen and senior center project REVIEWED BY r C.O.W. Mtg. ❑ CDN Comm ❑ Finance Comm. ❑ Public Safety Comm. ❑ Arts Comm. ❑ Parks Comm. ❑ Planning Comm. 03/22/21 COMMITTEE CHAIR: KRULLER ITEM INFORMATION ITEM No. 4.C. 37 STAFF SPONSOR: R. BIANCHI & N. ROBINSON ORIGINAL AGENDA DATE: 3/22/21 AGENDA ITEM TITLE Discussion of a contract for the Teen and Senior Center Feasibility and Programming Services Program. CATEGORY 11 Discussion 03/22/21 11 Motion Date 04/05/21 ❑ Resolution Mtg Date ❑ Ordinance Mtg Date ❑ Bid Award Mtg Date ❑ Public Hearing Mtg Date ❑ Other Mtg Date Mtg Date Mtg SPONSOR ❑Council 11 Mayor HR ❑DCD Finance •Fire TS ❑P&R ❑Police ❑PIF ❑Court SPONSOR'S Staff is seeking approval for a contract with McGranahan Architects for programming and SUMMARY feasibilty study for the teen and senior center project REVIEWED BY r C.O.W. Mtg. ❑ CDN Comm ❑ Finance Comm. ❑ Public Safety Comm. ❑ Arts Comm. ❑ Parks Comm. ❑ Planning Comm. 03/22/21 COMMITTEE CHAIR: KRULLER ❑ Trans &Infrastructure DATE: RECOMMENDATIONS: SPONSOR/ADMIN. COMMITTEE Administrative Services COST IMPACT / FUND SOURCE EXPENDITURE REQUIRED AMOUNT BUDGETED APPROPRIATION REQUIRED $ Fund Source: Comments: MTG. DATE RECORD OF COUNCIL ACTION 03/22/21 04/05/21 MTG. DATE ATTACHMENTS 03/22/21 Informational Memorandum dated March 16, 2021 Request for Qualifications City of Tukwila Professional Services Contract Proposed McGranahan Architects Contract & Exhibit A 04/05/21 37 38 INFORMATIONAL MEMORANDUM TO: Committee of the Whole FROM: Rachel Bianchi, Deputy City Administrator CC: Mayor Ekberg DATE: March 22, 2021 SUBJECT: Architect and Engineering Services Contract for Tukwila International Blvd Teen and Senior Center Public Outreach, Programming and Feasibility Study ISSUE The City requires the services of an architect and engineering firm for the Programming and Feasibility Study for a new teen and senior center. After thorough staff review of the candidate firms that responded to the City's Request for Qualifications, including interviews with finalists that involved community members on the interview panel, the City Council is being asked to approve a contract with McGranahan Architects for amount not to exceed $305,845. Staff is requesting budget authority for $351,721, which includes $45,876 contingency should additional community engagement and resulting services be required to complete this effort. BACKGROUND On January 8, 2021, with assistance from Shiels Obletz Johnsen (SOJ), the project management firm assisting the City in the implementation of the TIB Teen and Senior Center Project, the City issued a Request for Qualifications (RFQ) for architect and engineering services. The City developed a unique RFQ that prioritized equitable community engagement, which is attached to this memo. Ultimately, the City received eight proposals that were evaluated by SOJ, the City's Deputy City Administrator and Teen Program Specialist. Three firms were ultimately interviewed and McGranahan Architects was chosen by the interview panel that included two teen volunteers and one senior community member in addition to the evaluators mentioned above. McGranahan Architects was chosen for several reasons: • Strength of design and programming of previous facilities in the greater Seattle area. • Team's capability and demonstration of robust and innovative (virtual) community engagement process in an inclusive manner. • Commitment to outreach and engagement of the members of the Tukwila community who have been most underrepresented with community voice to public process. • Experience with and commitment to working with disadvantaged businesses (DBEs). • Recommendations from project managers on their previous projects, as well as SOJ's direct experience working with the firm. SOJ negotiated a not to exceed amount of $305,845. The program manager, with significant experience building public projects and an architect herself, has determined this is a good value for the City and taxpayers. Throughout the project duration (next 9 months), the project team will be reporting back to the council on a regular basis to provide the community participation information and input on the programming effort. This contract is brought to council first to expedite the start of community engagement process for the project. There are additional contracts being prepared for approval in the coming weeks; contracts for39 the Outreach Consultant, Gates Ventures Group and Equitable Development LLC, as well as the Project Manager, SOJ, are being negotiated to provide the additional support needed to carry out the robust and equitable process that will include significant outreach to the community members furthest away from equity and justice in the greater Tukwila community. There is sufficient budget for all of the contracts, with funds remaining The entire project team, consisting of City of Tukwila staff, NE partners, project managers, guided by the outreach consultants, will endeavor to achieve the following goals for the process: • Serve as a model for new approaches to community outreach that centers in and for community, building trust, embracing community ideas and imbedding community in the process of project ideation and development. • Strengthen existing ties to community, build new relationships and establish lasting partnerships that will inform this project and can translate/inform future City of Tukwila community outreach efforts. • Address the unique challenges of engaging in community outreach during a pandemic including: o Strategies for addressing digital divides, varying levels of digital literacy, multiple languages and varying hours of availability. • Assist in identification of community representatives to engage alongside design and planning team members. • Ensure connections with Tukwila residents, local schools, non -profits and senior community. • Provide an achievable plan for the financing, construction and long-term maintenance and operations of this new City facility. RECOMMENDATION Staff is seeking consensus from the Committee of the Whole and for the Committee to forward this item to the April 5, 2021 Regular Meeting, where staff would also report out on the initial phase of community engagement on the teen and senior center. ATTACHMENTS Request for Qualifications City of Tukwila Professional Services Consultant Contract Proposed McGranahan Architects Contract and Exhibit A 40 City of Tukwila Tukwila International Blvd (TIB) Neighborhood Teen and Senior Intergenerational Center Request for Qualifications Architectural Services for Community Outreach, Programming and Feasibility Study January 8, 2021 41 42 City of Tukwila Request for Statement of Qualifications and Proposals For Architectural Design Services for TIB Neighborhood Teen and Senior Intergenerational Center Phase I Community Outreach, Programming and Feasibility Study Submittal Deadline: January 28, 2021 (a 2PM The City of Tukwila is soliciting Statements of Qualifications (SOQs) and requesting submittals for Architectural Design Services for Community Outreach/Visioning, Programming, and Feasibility Study/Site evaluations; Phase I of a Teen and Senior Intergenerational Center Project. The City requests a limit of twenty-four (24) pages total for the SOQ and proposal, including cover page, project examples and supplements including resumes. It is the City's intent to select an architectural firm based on qualifications, abilities, project approach and past performance to complete the work within the timeframe specified (see attached preliminary schedule). Once the City has reviewed the qualifications, one or more firms may be requested to provide additional information and/or participate in an interview process. Review of the SOQs and proposals and the final selection will be performed by a committee comprised of City staff, project management consultants and community representative(s). Questions for the preparation and submittal of SOQs and proposals may be sent to Paige McGehee of SOJ at paigem@sojsea.com. SOQs and proposals are due by January 28, 2021 at 2PM. The submittals will be accepted only via email with PDF attachments. Do not submit any hard copies. The City will evaluate the proposals and select the highest-ranking firms for additional information and/or interviews. The final selection will be based on the combined score of the written SOQs and proposals and the interviews. BACKGROUND: The City of Tukwila is considering development of a Teen and Senior Intergenerational Center in the Tukwila International Blvd. neighborhood, to better serve the community's needs. Phase I work of this project involves development of a comprehensive program for the facility and feasibility of the project on a site to be selected. The process will be anchored in robust and equitable outreach efforts by the Project Team, consisting of the City of Tukwila staff, consultant management team, outreach and community engagement experts as well as the selected architectural firm. Program development and design directions will be informed by community priorities and goals established early in the process and community representatives will remain engaged as project development work advances. In addition, the program may include potential external scope and funding partner(s) within the greater Tukwila area and regional community. The project scope and schedule may change as potential partners are identified and the program becomes further refined. SCOPE OF WORK: The City of Tukwila anticipates that the selected firm will provide professional architectural services required for supporting a robust and equitable community outreach process in collaboration with the Project Team. The selected firm will also engage in program and feasibility studies that are responsive to the vision, priorities and goals established in partnership with the community. Services will include, but are not limited to: hosting and facilitating multiple community meetings in virtual settings, collecting and processing community input into sharable documents, producing/analyzing/compiling the program elements, developing and refining program scenarios and options (including multiple site evaluations) and developing initial estimates including review and evaluation by an independent estimator performing as a subconsultant to the Architectural firm SUBMITTAL DEADLINE: The City must receive SOQs and proposals by January 28, 2021 at 2PM Pacific Standard Time. SOQs and proposals must be emailed only. Please direct all questions to Paige McGehee at paigem@sojsea.com. City of Tukwila Attention: Paige McGehee paigem@sojsea.com SITE ACCESS: There is no site access at this time. QUESTIONS All questions should be directed to Paige McGehee at paigem©solsea.com. The City must receive all questions by 4:OOpm on January 21, 2021. An addendum to this RFQ, if necessary, will be sent by 4:OOpm on January 25, 2021 SUBMITTAL REQUIREMENTS: Please note that all submittals, questions and addenda distribution will occur via email — due to the Covid -19 restrictions. Please do NOT call or send any hard copy submittals via mail. Do not contact anyone at the City or SOJ outside of formally submitted questions by the date specified. 1) Letter of Interest: The cover letter shall briefly summarize the firm's qualifications and past experience relevant to the scope. A principal or officer of the firm authorized to execute contracts or other similar documents on the firm's behalf must sign the letter. 2) Outline your firm's experience on the scope of work required for the appropriate discipline. 43 44 3) Describe your firm's overall approach, including organization and work tasks necessary to accomplish the objectives. If it is your firm's practice to have specific sub- categories of the Scope of Work, performed by consultant(s), please identify the consultant(s) you anticipate using for a Contract, indicate their specific role(s), and outline their experience on similar or related work. 4) Identify qualifications/expertise of the key personnel on your team; and evidence of availability of staff to begin immediately upon awarding of the contract. 5) Provide a list of key personnel, including consultants' personnel indicating the specific role of each, and clearly identify the Project Manager. 6) Provide a brief professional resume for each of the named key personnel, indicating the extent of his/her experience on projects related to this type of work. Each of the key personnel suggested for use on the project must have current professional registration or certification and, if applicable, be currently licensed with the State of Washington. 8) Past performance and record of successful completion of comparable community center projects. a) Describe any previous projects (firm and individual) of similar scope to our project and include a description of specific responsibilities of such projects. b) Note any information useful in demonstrating successful results on prior projects. c) Provide reference contact names, phone numbers, and addresses related to the above prior projects. 9) Provide a written summary of firms past history of collaborating with DBE/WMBE firms as part of your team on previous similar projects. Describe the approach to maximize their participation. 10) SOQ Submittal shall not exceed 24 pages inclusive of all information identified above in items 1-9. CONSULTANT EVALUATION CRITERIA: Consultant's SOQ will be evaluated based on the criteria listed in this section. In preparing the SOQ, it is important to clearly demonstrate expertise in the areas described in this document. The SOQ must demonstrate expertise and the availability of experienced personnel in all of the areas described in the appropriate disciplines, either through in-house staff or with consultants. Firms are encouraged to identify and clearly label in their SOQ how each criterion is being fully addressed. Evaluation of responses to this RFQ will be based only on the information provided in the SOQ package, and if applicable, during an interview and reference review process. The City reserves the right to request additional information or documentation from the firm regarding its SOQ documents, personnel, or other items in order to complete the selection process. The following criteria, with a point system of relative importance with an aggregate total of 100 points, will be utilized to evaluate the qualifications of each firm: Evaluation Criteria Weighting Statement of Qualifications (SOQ) a) Staff Qualifications and Past performance on other comparable projects or relevant projects: 15 points b) Project approach describing strategies for a robust, innovative and inclusive community outreach: 20 points c) Past examples of successful public process in virtual settings: 10 points d) DBE/MWBE approach: 5points Subtotal: 50 points Interviews a) Presentation: Clarity and thoroughness of presentation and the firms understanding of and approach to the unique requirements of the Project. 15 points b) Specific Questions: Thoroughness and insight with innovative approach in providing direct and clear answers to the questions asked. 10 points c) Equity: level of understanding about the Tukwila International Blvd neighborhood's needs, cultural proficiency in the ability to work with multicultural, diverse stakeholders. 15 points d ) Communication: Overall quality of the team's presentation, including interpersonal communications between team members and the interview panel. Quality of questions asked by the firm. 10 points Subtotal: 50 points The firm receiving the highest combined score as a result of the SOQ and interviews will be selected to enter into an agreement with the City. As part of the evaluation, the City will consider prior experience with similar types of project planning and design to be a significant component of the proposal from the successful firm or team. In particular, the City places substantial emphasis on providing genuine equitable and robust community engagement process for qualitative input, especially in a virtual format, with technical and other challenges. SUBMISSION REQUIREMENTS: Upon receipt of each SOQ and proposal, the submitter will receive an email response acknowledging receipt. All SOQs and proposals received will become the property of the City and is subject to Freedom of Information Act requests. All communication, questions and submittals are to be directed to Paige McGehee at paigemsoisea.com. SELECTION PROCESS: All responses to this RFQ will be screened for eligibility. As time permits, a selection panel will rate eligible responses, according to the criteria listed above, and may conduct 45 reference checks as part of the process. If there is insufficient information, the City reserves the right to request additional information, and to interview firms to discuss their SOQs. It is the City's intent to interview the top two or three firms based upon the submitted written materials. 1) This solicitation does not obligate the City to award a Contract to any respondent. At its option, the City reserves the right to waive as informality any irregularities in the SOQs and proposals and/or to reject any or all submittals. 2) The City reserves the right to request clarification of information submitted, and to request additional information from any firm. 3) If the City awards a firm the Contract to provide architectural services, the successful firm shall be issued a written Notice of Intent to Award. The successful firm shall execute an agreement acceptable to the City within thirty (30) days from the date of Notice of Intent to Award. Failure by the successful firm to execute an agreement within the stipulated 30 -day period shall constitute non-conformance with the RFQ, allowing the City to unilaterally withdraw and terminate such intent to award. 4) The City reserves the right to award and contract to the next most qualified firm if the successful firm does not execute a contract within the 30 days from the date of the Notice of Intent to Award. 5) The City shall not be responsible for any costs incurred by the firm in preparing, submitting or presenting its response to the RFQ. 6) Approximate Selection Timeline: RFQ Deadline: January 28, 2021 at 2pm Consultant Shortlist: week of February 1, 2021 Consultant Interviews: week of February 8, 2021 Consultant Selected: approximately February 10, 2021 Scope and Fee Negotiations: week of February 15, 2021 Agreement Approval by Council:late February, 2021 Execute Contract: early March, 2021 ADMINISTRATIVE INFORMATION: 1) Minority-owned and Women -owned Business Enterprises: The City strongly encourages minority owned and women owned businesses, socially and economically disadvantaged business enterprises, and small businesses to respond to this RFQ, to participate as partners, or to participate in other business activity in response to this RFQ. 2) Basic Eligibility: Any successful firm must be licensed to do business in the State of Washington, the City of Tukwila and must have a state Unified Business Identifier (UBI) number. In addition, the successful firm must not be debarred, suspended, or otherwise ineligible to contract with the City. 3) Payment Requirements: Firms should be aware that the City will only make payments on invoices after the work being billed has been completed and will pay reimbursable expenses to the firm only upon receipt of an itemized invoice for the reimbursable expenses. No advance payments will be made to the firm, who must have the capacity to meet all project expenses in advance of payments by the City. 46 4) Approval of Consultants: The City retains the right of final approval of any consultant of the selected firm who must inform all consultants of this provision. 5) Documents Produced: All design drawings, reports, presentations, and other documents produced under Contract to the City must be submitted to the City in both hard copy and a digital format that meets the City's requirements, using Microsoft Office and/or AutoCAD products. All documents shall become the exclusive property of the City. 6) Insurance: Successful consultant will be expected to enter into a standard City of Tukwila Consultant Agreement (Agreement), that includes the standard general insurance requirements as follows: 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 Liability 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. 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: VII. D. Verification of Coverage. Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not 47 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. E. 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. PUBLICATION: The RFQ shall be published in Seattle Times and The Daily Journal of Commerce. END OF REQUEST FOR QUALIFICATIONS Attachment A: Preliminary Project Schedule 48 TIES Neighborhood Teens 1 Senior Center 2 3 4 5 6 7 a 10 11 12 13 smartsheet Task Name Q4 01 02 Q3 04 Oct NovUm Jan Feb Maw Apr May Jun Jul Aug Sep Oct Nov Dec Select communications partner firm Prepare RFP for design team selection RFP advertised J design team selection Community Engagement Preparation E Community Engagement 1 Visioning with Community Program Development with Community Produce draft program Produce Operations and Maintenance Pro -Forma Confirm f finalize program with community Produce Project Estimate Refine Drawings per Cost for Council Report to Council Attachment A: Preliminary Project Schedule 50 City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 Contract Number: 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", and McGranahan Architects, 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 Community Outreach, Programming, and Feasibility Study services in connection with the project titled Tukwila International Boulevard Teen and Senior Intergenerational Center. 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 12/31/2022, 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 12/31/2022 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 "A" attached hereto, provided that the total amount of payment to the Consultant shall not exceed Two Hundred Ninety -Eight Three Hundred Forty -Five Dollars ($298,345), plus a maximum of Seven Thousand Five Hundred Dollars ($7,500) in reimbursable expenses, 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. 51 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 negligent 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. In no event shall the Consultant be responsible to indemnify the City for the City's sole 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 Liability insurance with limits no less than $2,000,000 each occurrence, $2,000,000 general 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 named as 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. CA revised May 2020 52 Page 2 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. Public Entity Full Availability of Contractor Limits. If the Contractor maintains higher insurance limits than the minimums shown above, the Public Entity shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Contractor, irrespective of whether such limits maintained by the Contractor are greater than those required by this Contract or whether any certificate of insurance furnished to the Public Entity evidences limits of liability lower than those maintained by the Contractor. 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. 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. 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. Upon request by the City, the Consultant shall furnish certified copies of all required insurance policies, including endorsements, required in this Agreement and evidence of all subcontractors' coverage. 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 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 CA revised May 2020 Page 3 53 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. Contractor, 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: Michael McGavock McGranahan Architects 2111 Pacific, Suite 100 Tacoma, WA 98402 18. Entire Agreement; Modification. This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Consultant and CA revised May 2020 54 Page 4 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. DATED this day of , 20 CITY OF TUKWILA CONSULTANT Allan Ekberg, Mayor By: Printed Name: Title: Attest/Authenticated: Approved as to Form: City Clerk, Christy O'Flaherty Office of the City Attorney CA revised May 2020 Page 5 55 56 McGRANAHANarchitects 253 T 383 3084 2111 Pacific, Suite 100 Tacoma, Washington 98402 March 12, 2021 Justine Kim Shiels Obletz 1 Johnsen 101 Yesler Way, Suite 606 Seattle, WA 98104 Re: REVISED DRAFT Fee Proposal for City of Tukwila Teen and Senior Intergenerational Center Community Outreach, Programming and Feasibility Study Dear Justine, We are pleased to submit to you this REVISED DRAFT of a fee proposal for Community Outreach, Programming and Feasibility Study services leading to a vision for a new Teen and Senior Intergenerational Center in the Tukwila International Boulevard Neighborhood. We are honored to be selected to join you, the City and the community in this important work. I have organized this proposal as a workplan outline of activities and hourly allocations to follow the Preliminary Project Schedule provided in the RFQ dated January 8, 2021. We have held conversations as an executive team that has refined this proposal. For each section I have preliminarily outlined the services we are considering and the hourly assumptions those services are based on. The workplan is provided as an attachment to this summary. This is a revised draft, provided to commence our work together. This workplan and proposal can be refined after our community outreach, programming and feasibility study process is further developed with the City, SOJ and the consultants. The workplan is organized into the following sections: Section 1: Preparation with City and Outreach Consultants Section 2: Visioning & Goals for the Teen and Senior Center Section 3: Draft Program Section 4: Operations and Maintenance Pro -Forma Section 5: Confirm/Finalize Program with Community Section 6: Site Investigation/Analysis Section 7: Conceptual Design / Project Cost Estimate Chapter 8: Refinements for Council / Final Report 1628.000-1 www.mcgranahan.com 253 F 383 3097 57 Justine Kim, SOJ March 12, 2021 Page 2 FEE AND SCHEDULE We used the project schedule provided in the RFQ as our initial guide and is currently being refined further together. We have provided individual costs for the repeating steps in this proposed process. We can monitor the number of those activities that we accomplish as the process continues. The City will have an idea of the "per unit" cost of adding activities. The attached workplan shows the effort that we have assumed for each of the sections/steps. However, experience shows us that those assumptions will not be precisely accurate; that some tasks will take more time and some less. Therefore, we are proposing that we proceed with the work on an hourly basis. The current workplan shows a not -to -exceed total of $298,345, before reimbursable expenses. Reimbursable expenses would include costs of printing, mileage and reproductions of the drawings of the existing facilities that the District has provided. $7,500 should be a reasonable allowance for reimbursable expenses for this effort. I hope that this revised proposed workplan is acceptable to proceed with our work together. If you have any questions about the proposal, our services, or our fee please do not hesitate to call. We look forward to working with you. Sincerely, McGranahan Architects Michael McGavock Principal in Charge to Distributions: Ben Fields, McGranahan Architects Mark Belcher, McGranahan Architects Terry Mensonides, McGranahan Architects Attachments: Tukwila Teen and Senior Center Fee Workplan 3.11.2021 58 Teen and Senior Intergenerational Center, Tukwila International Boulevard Neighborhood City of Tukwila mcgARC Project # 2102.000 March 12, 2021 Staff Hourl Rate McGRANAHAN CONSULTANTS Total PIC PM PD PA Interiors Intern Admin Subtotal Civil Landscape Food Svc Cost Mark Up $210 $160 $160 $135 $170 $100 $70 Fee 10% 1. Preparation with City and Outreach Consultants Start: 3/1/21 Finish: 3/15/21 Duration: Duration: 2.0 Weeks Establish Goals/Parameters/Process 16 0 24 24 0 0 0 64 Review Background Information, as needed 2 0 4 4 0 0 0 10 Subtotal Hours Subtotal Fee 180 28 28 0 0 0 74 $3,780 $0 $4,480 $3,780 $0 $0 $0 $12,040 $0 $0 $0 $0 $0 512,040 2. Visioning & Goals for Teen and Senior Center Start: 3/16/21 Finish: 5/15/21 8.6 Weeks Collate Personal Engagement Results (8 weeks) 10 0 20 20 10 0 0 60 Focus Group Workshops (3 - goals/signals/measures) 9 0 12 18 9 0 0 48 Finalize Visioning Documents 80 16 24 8 0 12 68 Subtotal Hours Subtotal Fee 27 0 48 62 27 0 12 176 $5,670 $0 $7,680 $8,370 $4,590 $0 $840 $27,150 $0 50 $0 $0 $0 527,150 3. Draft Program Start: 5/1/21 Finish: 6/30/21 8.6 Weeks Collate Personal Engagement Results (6 weeks) 6 0 12 12 6 0 0 36 Focus Group Workshops (3 - activities/spaces) 9 0 12 18 9 0 0 48 Draft Program Space List/Descriptions/Site Elements 8 0 12 20 8 0 0 48 Adjacency Diagrams 8 0 12 20 0 0 6 46 Finalize Draft Program Document 8 0 12 18 0 0 16 54 Subtotal Hours Subtotal Fee 39 01 601 88 231 01 22 232 $8,190 $0 $9,600 $11,880 53,910 $0 $1,540 $35,120 $0 50 50 $0 $0 535,120 4. Operations and Maintenance Pro -Forma Start: 5/1/21 Finish: 6/30/21 8.6 Weeks 0& M Meetings (2) 4 0 8 12 4 0 0 28 $300 $300 Operational Performance Considerations 40 8 12 4 0 0 28 51,500 Environmental Performance Goals Workshop 4 0 8 12 0 0 0 24 $800 $600 Finalize Operations/Maintenance Documents 2 0 4 8 0 0 16 30 $200 5150 Subtotal Hours Subtotal Fee 140 28 44 8 0 16 110 $2,940 $0 $4,480 $5,940 $1,360 $0 $1,120 $15,840 $1,000 $1,050 $1,800 $0 $385 520,075 5.Confirm/Finalize Program with Community Start: 7/1/21 Finish: 8/15/21 6.4 Weeks Community Input Gathering Meetings (3) 9 0 12 18 9 0 0 48 Mixed Focus Group Meetings for Resolution (2) 6 0 8 12 6 0 0 32 Finalize Program Documents 2 0 4 4 0 0 8 18 Subtotal Hours Subtotal Fee 17 0 24 34 15 0 8 98 $3,570 $0 $3,840 $4,590 $2,550 $0 $560 $15,110 $0 $0 $0 SO $0 515,110 6. Site Investigation/Analysis Start: 5/15/21 Finish: 7/15/21 8.7 Weeks Site Visits (3 sites) 8 0 8 8 8 0 0 32 $800 $600 Meeting with City of Tukwila 2 0 2 4 0 0 0 8 $400 Explore Site Feasibility Options (3 sites) 12 0 24 24 6 0 0 66 $13,500 $15,000 Comparative Study/Recommendation 6 0 12 12 6 0 0 36 $7,500 Finalize Site Analysis Documents 2 0 4 4 0 0 8 18 51,800 Subtotal Hours Subtotal Fee 30 0 50 52 20 0 8 160 $6,300 50 $8,000 $7,020 $3,400 $0 $560 $25,280 $22,200 $17,400 $0 $0 53,960 568,840 7. Conceptual Design/ Project Cost Estimate Start: 7/16/21 Finish: 9/15/21 8.7 Weeks Collate Personal Engagement Results (8 weeks) 8 0 16 16 8 0 0 48 Focus Group Workshops (3) 9 0 12 18 9 0 0 48 51,800 Community Input Gathering Meetings(3) 9 0 12 18 9 0 0 48 $1,200 City of Tukwila Review Meetings (2) 4 0 8 8 4 0 0 24 Refine Single Site Option 6 0 12 12 0 0 0 30 $800 51,200 Develop Concept Design/Presentation Documents 12 0 80 40 20 0 0 152 51,800 Cost Model/Delivery Method 8 0 8 20 4 0 0 40 $7,500 Presentation Rendenngs 4 0 60 0 0 0 0 64 Finalize Concept/Estimate Documents 2 0 4 4 2 0 0 12 Subtotal Hours Subtotal Fee 62 O 2121 136 561 00 466 513,020 $0 $33,920 518,360 $9,520 $0 $0 $74,820 $800 $6,000 $0 $7,500 $1,430 590,550 8. Refinements for Council/ Final Report Start: 9/16/21 Finish: 11/20/21 9.3 Weeks City Council Review Meetings (4, through the process) 8 0 8 8 0 0 0 24 Refine and Finalize Documents 2 0 8 8 2 0 16 36 Publish Final Report 2 0 0 0 0 0 8 0 Subtotal Hours Subtotal Fee 120 16 16 2 0 24 70 $2,520 $0 $2,560 52,160 5340 $0 $1,680 $9,260 $0 $0 $0 $0 50 59,260 9. Executive Oversight/Planning Start: 3/1/21 Finish: 12/15/21 41.3 Weeks Executive Oversight/Planning Meetings (20) 40 0 40 40 0 0 0 120 Subtotal Hours Subtotal Fee 40 0 40 40 0 0 0 120 $8,400 $0 $6,400 $5,400 $0 $0 $0 520,200 $0 $0 $0 $0 $0 520,200 Collate Personal Engagement Results (each week) Focus Group Workshops (each) Community Input Gathering Meetings (each) Executive Oversight/Planning Meetings (each) City Council Review Meetings (each) McGRANAHAN'""""" 5970 52,590 $2,590 $1,010 $1,010 Total included: 20 Total included: 11 Total included: 6 Total included: 20 Total included: 4 $19,400 9% $28,490 13% $15,540 7% $20,200 9% $4,040 2% $87,670 41% From DRAFT workplans provided by consultants Total Hours: 1,386 Total Fee: $214,620 $24,000 524,450 51,800 $7,500 $5,775 5298,345 59 60 TIB Neighborhood Teen & Senior Intergenerational Center Landscape Architectural Services Proposal DRAFT 1 February 22, 2021 PROJECT SCOPE The following proposal is based on discussions with Michael McGavock of McGranahan Architects. Site Workshop will provide landscape architectural consulting services to support Community Outreach, Programming and Feasibility Studies for the Tukwila International Boulevard (TIB) Neighborhood Teen and Senior Intergenerational Center. The City of Tukwila is considering alternative sites for the Center. This proposal assumes feasibility studies for (3) sites within the TIB and contributions to a final report and presentation. McGranahan is the Architect and prime consultant for the project. The City of Tukwila is the Client and SOJ is the Owner's Representative. Site Workshop will contract directly with McGranahan. The Landscape architectural scope is anticipated to include the following for each site: • Site Analysis / Site Assessments: Assume 1 site visit to review existing site conditions and to provide site analysis and assessment to be used for conceptual site plans of building and site program. • Conceptual Site Plans: Conceptual site plan drawings/diagrams for each site addressing building siting, outdoor amenities to support desired program/activities, pedestrian and bicycle access, vehicular circulation, drop-off and parking, sustainable site opportunities and applicable land use requirements. • Cost Estimating: Contribution to estimate of probable costs for landscape architectural scope. • Design Narratives: Landscape architectural narrative to be included in final report. PROJECT ASSUMPTIONS 1 QUALIFICATIONS !EXCLUSIONS • Existing project site information (Site Surveys and base map information) will be provided by the Owner and or Architect • The projects sites are located in Tukwila, Washington. Site Workshop will review applicable code requirements for this jurisdiction. • Detailed survey, evaluation of the health, and determination of significance of existing trees is not included. Existing trees will be assessed at a preliminary planning level only. • We anticipate and have allowed for regular design, coordination and owner review meetings. PROJECT TASKS 1 SCHEDULE 1 DELIVERABLES • Community Engagement 1 Mar—Jun 2021 1 Visioning & Programming with Community • Draft & Final Program 1 Jul — Sept 2021 1 Land use requirement review, team coordination/meetings, Conceptual Site plan Drawings & Diagrams, Cost Estimating, Final site plan recommendations • Final Report 1 Oct — Nov 2021 1 Site Narratives, team coordination/meetings SiteWorkshop 61 TIB Neighborhood Teen & Senior Intergenerational Center Landscape Architectural Services Proposal DRAFT 1 February 22, 2021 FEE Task Fee Basis Fee Task 1: Community Engagement Hourly TBD* Task 2: Feasibility Studies Lump Sum $15,000** Task 3: Final Report Lump Sum $1,800 Total $16,800 * This fee proposal does not include community engagement participation. Hourly rates have been provided below for use by Architect in determining fee required for participation in the community engagement phase of the project. **Task 2 fee is total for 3 sites, assumes $5,000 per site. HOURLY RATE SCHEDULE Personnel Hourly Rate Principal $150 Project Manager / Landscape Architect $120 Landscape Designer $90 SiteWorkshop 62 JG JACOBSON CONSULTING E NGI N EERS PROPOSAL FOR LIMITED SERVICES nil Site Development Engineerinsr TO McGranahan Architects Michael McGavock PROJECT TIB Neighborhood Teen & Senior Intergenerational Center DATE February 23, 2021 Our knowledge of the project is as follows, and this proposal reflects the scope of services and compensation. PROJECT OVERVIEW The project involves participating in the outreach, public process, site feasibility and pre -design for a new Neighborhood Teen & Senior Intergenerational Center located in the Tukwila International Boulevard neighborhood. This project is being led by the City of Tukwila to determine the proposed location, ROM Cost, and what the project components of the development (both building and site) are desired to be by the City and their resident partners. Our firm's actual involvement in the public process is yet to be determined, but we are glad to participate in any way that McGranahan, the City of Tukwila, and S01 feel would be valuable. As of this time, we do know exactly how many sites the City will want us to research and evaluate, but we have assumed three (3) for the purpose of this proposal. We have also assumed that once a preferred site is selected, some design effort will be needed to determine some more details about the project, both features and cost, such that the City can take the project into the next phase. Scope of Services Each site studied is anticipated to require the following activities that will require our services: Feasibility Study Per Site Research o Review available City Information, including GIS and previous or adjacent developments o Review available County GIS Information o Contact utility districts for their known infrastructure on or adjacent to the property o Site Visit Narrative o Describe what information was discovered during the research process. 1 63 JG JACOBSON CONSULTING ENGINEERS 2 64 Y Estimate o Inform what additional / future information would be valuable to obtain for the next phase of the process o Provide a planning / concept level site development estimate to be used as the project moves into future phases Preferred Site Pre -Design Design Estimate o Participate in the planning and site design to locate the proposed building o Provide a preliminary site utility plan o Provide a preliminary grading and storm drainage plan o Provide a preliminary paving and site plan o Provide a pre -design level site development estimate to be used as the project moves into future phases Proposed Fee Y" We will bill for our services as follows: Feasibility Site 1 o Research o Narrative o Estimate Feasibility Site 2 o Research o Narrative o Estimate Feasibility Site 3 o Research o Narrative o Estimate Preferred Site Pre -Design Public Outreach $4,500 (Lump Sum) $1,500 $1,500 $1.500 $4,500 (Lump Sum) $1,500 $1,500 $1.500 $4,500 (Lump Sum) $1,500 $1,500 $1.500 $7,500 (Lump Sum) TBD (Hourly) JG JACOBSON CONSULTING ENGINEERS Notes o If the scope of the project changes or increases beyond what is described above, additional fees will be required. TERMS AND CONDITIONS We look forward to the opportunity of providing our services to work with the City of Tukwila and McGranahan Architects, to support their efforts in providing a quality public spaces that positively affect their community. The design scope and project description are described above, and the attached Schedule of Terms completes this agreement. If you have questions, feel free to contact me at your convenience by email at alan@jacobsonengineers.com or by phone at 206.399.6233. Please sign this proposal and return a copy so that we can get begin our efforts. If directed to begin our efforts before a signed copy is received, the terms of this agreement are understood to be enforce. JACOBSON CONSULTING ENGINEERS Alan Jacobson, PE, Principal for McGranahan Architects Date 3 65 Schedule of Terms All proposals by Jacobson Consulting Engineers, LLC ("Jacobson Consulting Engineers") are subject to the following terms unless expressly noted otherwise in the accompanying proposal. Any alteration or deviation from the scope of services set out in the proposal will only be performed upon a written order for the same, signed by both parties. Authorization for Jacobson Consulting Engineers to proceed constitutes agreement to these terms and conditions. 1. Hourly Charges for Personnel Personnel will be charged at the following rates when hourly billing is applicable: $200 190 180 175 165 140 125 115 105 95 Principal Associate Principal Associate Senior Project Manager Project Manager Project Engineer I Project Engineer II Engineer I Engineer II Engineer III $155 CAD Manager 110 Senior Technician 105 Technician I 90 Technician II 75 Technician III 65 Technician IV 65 Administration 65 Intern These rates are subject to annual increases, which typically take place in January of each year. Excluded from these rates is work outside the scope of the accompanying proposal, including additional or extra services, expert witness testimony, litigation, or negotiating claims settlements. 2. Reimbursable Expenses 2.1 Any out-of-pocket costs incurred by Jacobson Consulting Engineers will be charged at 1.1 x cost. Reimbursable expenses include but are not limited to, travel expenses, printing of drawings or specifications, courier service, overnight mail, equipment rental, and other charges incurred during our work, not directly provided by us. These items are not included in our fee unless specifically noted in our proposal. 3. Billing 3.1 Invoices will be issued monthly and are payable within 60 calendar days of the date we deliver our invoice or upon receipt of payment from the Owner, whichever is less. An interest charge of 1.5%/month will be payable on any amount not paid within this time period. Attorneys' fees and any other costs incurred by Jacobson Consulting Engineers in collecting delinquent accounts shall be paid by the Client. 3.2 If the Client fails to make payments when due or otherwise is in breach of this Agreement, Jacobson Consulting Engineers may suspend performance of services upon five (5) calendar days' notice to the Client. Jacobson Consulting Engineers shall have no liability whatsoever to the Client for any costs or damages because of such suspension caused by any breach of this Agreement by the Client. When work is resumed, Jacobson Consulting Engineers shall be compensated as an additional service for expenses incurred in the interruption and resumption of Jacobson Consulting Engineers' services. Jacobson Consulting Engineers' fees for the remaining services and the time schedule shall be equitably adjusted. 4. Dispute Resolution 4.1 In an effort to resolve conflicts that arise during the design or construction of the project or following the completion of the project, the Client and Jacobson Consulting Engineers agree that all disputes between them arising out of or relating to this Agreement shall be submitted to nonbinding mediation unless the parties mutually agree otherwise. 4.2 Should the dispute not be resolved by nonbinding mediation, it shall be litigated. This Agreement shall be governed by the laws of the State of Washington and the venue shall be the Norm Maleng Regional Justice Center in Kent, King County, WA. The parties consent to such jurisdiction for all purposes (both personal and subject matter). If any claims in a dispute raised by the Client involve allegations of negligence or the breach of the standard of care, thirty (30) days prior to commencing any judicial proceeding, the Client shall provide to Jacobson Consulting Engineers a written certification executed by an independent design professional currently practicing in the same discipline and licensed in the State of Washington. This certification shall specify each and every act or omission that the certifier contends is a violation of the standard of care expected of a professional performing such services under similar circumstances. The provision of such written certification is a condition precedent to initiating any legal proceeding or action against Jacobson Consulting Engineers alleging or relating to negligence or a breach of the standard of care. 4.3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the applicable statutes of limitation shall commence to run not later than either the date of substantial completion, as that term is defined in RCW 4.16.310, for acts or failures to act occurring prior to substantial completion, or the date of issuance of the final invoice for payment for acts or failures to act that occur after substantial completion; or, if this Agreement is terminated in accordance with Article 7.1, upon the date Jacobson Consulting Engineers terminates services on the Project. 5. Provision of Services 5.1 Jacobson Consulting Engineers will provide services under standards and conditions generally accepted by professionals in the field and consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances. No other warranty or representation, either expressed or implied, is included or intended in Jacobson Consulting Engineers' proposals, contracts, plans and specifications, or reports. 5.2 Services shall be provided based only upon the Scope of Services described or by any additional proposals provided in writing and signed by both parties. Services that are not expressly included in the proposal letter or otherwise included herein, are expressly excluded. 6. Limitation of Liability 6.1 Jacobson Consulting Engineers, its principals, members, directors, officers, agents, employees, successors and assigns shall not be liable for loss or damage occasioned by delays beyond its control, or for any special, consequential, incidental, punitive or indirect damages such as loss of earnings or loss of use suffered by Client or others. The foregoing limitation of liability shall apply regardless of the cause of action under which such damages are sought. No principal or employee of Jacobson Consulting Engineers shall incur any personal liability to any other party, for an act, error or omission related to this agreement. 6.2 The Client agrees that Jacobson Consulting Engineers total liability to the Client, in tort or in contract, for any and all injuries, claims, losses, expenses, damages, causes of action, or claim expenses (inclusive of legal costs) arising out of this 4 67 agreement from any cause or causes shall be satisfied solely out of the insurance then available to fund any settlement, award or the amount of required insurance set forth in this Schedule of Conditions. 7. Insurance 7.1 Notwithstanding any other provision in this Agreement, or indemnifications provided, nothing shall be construed so as to void, adversely affect or in any way impair any insurance coverage held by either party to this Agreement. 7.2 Jacobson Consulting Engineers shall procure Professional Liability Insurance in such amounts and covering such risks as the Company and the Subsidiaries reasonably believe are adequate for the conduct of their business and as is customary for companies of similar size engaged in similar businesses in similar industries. Any specific amount of insurance required shall be submitted in writing and is only valid if agreed to in writing by Jacobson Consulting Engineers. 8. Termination Either party may terminate this agreement upon written notice if the other party fails to perform any material obligation under this Agreement and fails to cure such breach within ten (10) days after receiving written notice of the breach. 9. Verification of Existing Conditions 9.1 Site development around existing underground utilities requires that certain assumptions be made regarding existing conditions, and because some of these assumptions cannot be verified without expending additional sums of money, or destroying otherwise adequate or serviceable portions of the site, the Client agrees that Jacobson Consulting Engineers shall not be liable for any costs or damages incurred by any person or entity resulting from concealed or unknown conditions. Client shall require contractor to be responsible for verifying all utility locations prior any excavation. 9.2 In addition, Jacobson Consulting Engineers shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials in any form at the project site, including but not limited to pollutants, asbestos, asbestos products, polychlorinated biphenyl, or other toxic substances. 10. Assignment Neither party to this Agreement shall transfer, sublet or assign any rights under or interest in this Agreement (including but not limited to monies that are due, monies that may be due, or claims arising out of this Agreement) without the prior written consent of the other party. 11. Site Safety As part of its scope of work, Jacobson Consulting Engineers may perform construction phase services. Jacobson Consulting Engineers however, shall have no control over, charge of, or responsibility for the construction means, methods, techniques, sequence or procedures, or for safety precautions and programs in connection with the work, nor shall Jacobson Consulting Engineers be responsible for Client's or Client's contractor's failure to perform the work in accordance with the design documents. 5 68 12. No Third -Party Beneficiary Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Client or Jacobson Consulting Engineers. Neither Jacobson Consulting Engineers' administration of the contract between the Client and the contractor, nor any acts by Jacobson Consulting Engineers in performing its services hereunder, shall be construed to create a duty of care or any other duty toward any third party, including the contractor or any subcontractor. 13. Entire Agreement This Agreement represents the entire and integrated agreement between Client and Jacobson Consulting Engineers and this Agreement incorporates and supersedes all prior negotiations, representations, or agreements, either written or oral. Neither party has relied upon ay statement, estimate, forecast, projection, representation, warranty, action, or agreement of the other party except for those expressly contained in this Agreement. This Agreement may be amended only by written instrument signed by both Client and Jacobson Consulting Engineers. 6 69