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HomeMy WebLinkAbout25-281 - Contract - Commonstreet Consulting, LLC - Real Estate Services: Nelsen Side Channel Salmon Habitat ProjectDocusign Envelope ID: 51038D1 C-C2F5-4DE3-AA99-2BFF28B1 F5DC City of Tukwila Contract Number: 25-281 6200 Southcenter Boulevard, Tukwila WA 98188 Council Approval N/A 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 Commonstreet Consulting, 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 professional real estate services in connection with the project titled Nelsen Side Channel Project. 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 Aareement; 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. 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 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. The City shall make payments to Consultant within forty-five (45) calendar days of receipt of a properly submitted voucher. 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. Docusign Envelope ID: 51038D1 C-C2F5-4DE3-AA99-2BFF28B1 FSDC 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 reasonable 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 negligence of the City. 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, their respective officers, officials, employees, and volunteers, each party's liability hereunder shall be only to the extent of their negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes each party'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: 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. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. CA revised May 2020 Page 2 Docusign Envelope ID: 51038D1 C-C2F5-4DE3-AA99-2BFF28B1 FSDC 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 Consultant Limits. If the Consultant maintains higher insurance limits than the minimums shown above, the City shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Consultant, irrespective of whether such limits maintained by the Consultant are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by the Consultant. 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 Consultant 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 (2) 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 (5) 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. CA revised May 2020 Page 3 Docusign Envelope ID: 51038D1 C-C2F5-4DE3-AA99-2BFF28B1 FSDC 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. Assianment. The Consultant shall not sublet or assign any of the services covered by this Agreement without the express written consent of the City, which consent shall not be unreasonably withheld or delayed. The City hereby consents to Consultant subcontracting Old Republic Title Company. 13. Non -Waiver. Waiver by either party 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) business 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. C. The City shall promptly pay Consultant within forty-five (45) days for the Work properly performed up through the date of termination. 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 reasonable 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: Kari Lowe, CEO kaitii csirouv„coir, Commonstreet Consulting 92 Lenora St, PMB 125 Seattle, WA 98121 CA revised May 2020 Page 4 Docusign Envelope ID: 51038D1 C-C2F5-4DE3-AA99-2BFF28B1 F5DC 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. 19. No Third -Party Beneficiaries. This Agreement gives no rights or benefits to anyone other than the City and Consultant and has no third -party beneficiaries. CA revised May 2020 Page 5 Docusign Envelope ID: 51038D1 C-C2F5-4DE3-AA99-2BFF28B1 F5DC DATED this 13th day of October _'2025 CITY OF TUKWILA —Initial Signed by: Thomas McLeod, Mayor ATTEST/AUTHENTICATED: /Signed b�\ __ 2F EBL)44�FbA8423... Andy Youn-Barnett, City Clerk APPROVED AS TO FORM: L by: Office of the City Attorney CONSULTANT By:FDocuSigned by: , �: i—d-we, 21C9766395A448C... Printed Name: Kari Lowe Title: Chief Executive Officer 03 -Oct -20251 1:10 PM PDT CA revised May 2020 Page 6 Docusign Envelope ID: 51038D1 C-C2F5-4DE3-AA99-2BFF28B1 FSDC Joshua Hopkins Surface Water Project Manager Public Works Department City of Tukwila 6300 Southcenter Blvd, #100 Tukwila, WA 98188 Re: Scope and Fee Proposal — City of Tukwila: Nelsen Side Channel Salmon Habitat project (Nelsen Family Trust Acquisition) with Management Reserve Thank you for the opportunity to provide real estate services for this whole parcel acquisition for the City of Tukwila's Nelsen Side Channel surface water project. It is our understanding that Commonstreet will engage in final negotiations with the Nelsen Family Trust representative(s), finalize settlement justification, ensure compliance with the conditions of grant funding and in compliance with the Uniform Act (URA), provide title review, provide escrow support, and close the acquisition the week of December 8, 2025. The scope and fee proposal provided herein is in response to a request for a scope and fee for this project with no Federal Highway Administration (FHWA) funding currently in any phase, does not include certification support, and is based on standard rates. Scope Summary and Project Understanding The Nelsen Side Channel Salmon Habitat project will create off -channel salmon rearing habitat and restore riparian forest. The project will setback the levee and reconnect the river with its historic channel to benefit threatened salmon. The project depends upon the acquisition of needed property from the Nelsen Family Trust by December 15, 2025. Commonstreet understands that time is of the essence. The fee proposal provided herein is based upon an assumption of one (1) whole parcel acquisition, clear of all encumbrances. It is understood that any change in scope will require an amendment in scope and fee. All real estate service activities will comply with the Uniform Relocation Assistance and Real Property Acquisition Policies Act (URA), WSDOT LAG manual, and the City's WSDOT approved ROW Procedures, in conjunction with funding from King County Conservation Future (CFT) Grants funding. This is a total amount not to exceed (NTE) budget and allocation between subtasks is for reference only and does not constitute separate budgets for each subtask. Assumptions • The ROW phase of the project does not have federal funding and no WSDOT ROW Certification will be required. • Commonstreet has been provided a Request for Qualifications and has met with City staff on September 19, 2025 to be briefed on the project requirements. • The City requires no more than one full acquisition from the Nelsen Family Trust. • No design changes will occur after the initial valuation assignment is authorized. • The property has been appraised by a WSDOT approved appraiser selected by the City and no further appraisal services are required. If it is determined that further subconsultant appraisal Docusign Envelope ID: 51038D1 C-C2F5-4DE3-AA99-2BFF28B1 FSDC services are desirable or required those services will be billed directly to the city by the appraiser. • No occupants or personal property will be displaced requiring relocation services and no relocation services will be provided. • The City will coordinate meetings as necessary with King County Conservation Futures staff or other grant administrators as requested by Commonstreet. • The City will provide real estate document templates or Commonstreet will utilize WSDOT templates and provide to the City for review and approval. Commonstreet will develop a purchase and sale agreement in coordination with the city's attorney. • To comply with CFT grant funding requirements the acquisition is voluntary, negotiations will not be conducted under threat of eminent domain, and condemnation will not be authorized. • Title reports will be provided by the City. • Commonstreet will pay directly to the title company all expenses for title commitments, recording fees, escrow services, and title insurance. • City to provide documentation of three rounds of good faith negotiations with trustee of Nelsen Family Trust. • Following three rounds of negotiations the Nelsen Family Trust provided an asking price of $250,000 in response to City asking how much it would sell the property for. • The City has conducted title review and lien of successor identified on the parcel. • The City has completed legal background research on lien of successor and determined it has been released. Documentation to be provided to Commonstreet. • Environmental Site Assessment (ESA) Phase 1 is underway, addressing environmental due diligence. • The City is in receipt of expenses incurred by Nelsen Family Trust for transient debris cleanup which will be provided to Commonstreet (documented for potential settlement consideration). • Correspondence between City and King County Assessors Office regarding property taxes to be provided to Commonstreet. • The City will provide administrative settlement justification documentation to Commonstreet. • Commonstreet will use it best efforts to accomplish delivery of the project objective of acquisition, closing, and recording by December 15, 2025 and assumes that the property owner will agree to settle within the parameters of a settlement authorized by the City. • If the Notice to Proceed (NTP) is received after 120 days from this proposal, fees and billing rates may require revision to reflect cost of living increases and current business conditions. Best regards, Ted Parry, JD Senior Project Manager Western/Central Washington Scope of Services Task 1.0—Project Management and Administration • Prepare for and attend meetings as requested by the City or the project team; • Respond to inquiries and needs identified by your team, the City, and/or project stakeholders; • Oversight of preliminary real estate activities to comply with CFT requirements; ,4 G ape a �d 1 , e 111, p 1sal I rJE i "en Side Docusign Envelope ID: 51038D1 C-C2F5-4DE3-AA99-2BFF28B1 F5DC • Provide written and oral status updates on right of way activities; • Review City's WSDOT approved Right of Way Procedures; • Develop and execute the Right of Way program in compliance with Chapter 18.85 RCW, RCO/CFT Property Acquisition requirements, the Uniform Act, and to remain eligible for FHWA funding according to WSDOT requirements; • Maintain quality control/quality assurance protocols in the execution of the real estate tasks; • Coordinate title reviews, closing, and escrow services; • Provide oversight to all aspects of the acquisition process to comply with the City's ROW program. Task 2.0 — Acquisition Services • Create state or federal -compliant project files for Nelsen Family Trust parcel; • Request the City order new and/or updates to existing title commitments; • Review title reports for each parcel and identify every exception; • Once a parcel's title interest has been reviewed, identify methods of clearance per City direction; • Draft escrow instructions and open escrow accounts for closing of the acquisition; • Project file set-up; • Review of all valuation and compensation data; • Produce templates approved by City to draft purchase documents; • Review all valuation and compensation data; • QA/QC all documents, tasks, and processes before, during, and after acquisition process; • Prepare, deliver, and present offers and/or offer packages; • Negotiate settlements and draft justification memos as required by the URA, WSDOT LAG Manual and the City's WSDOT approved ROW procedures; • Clear encroachments to comply with federal and state requirements. Task 3.0 — Project File Close Out Collaborate with City during closing, payment, and recording processes; Set up client escrow account or facilitate execution of all conveyance documents, payment vouchers, proof of payment, and closing data along with recorded conveyance documents and closing of files by December 15, 2025; Prepare parcel files (electronic and/or hard copy) in a format requested by the City and provide to City for retention. ,4 npe a �d 1 , e Ill, p 1sal I rJE i "en Side Docusign Envelope ID: 51038D1 C-C2F5-4DE3-AA99-2BFF28B1 F5DC GOIMMO IN STRIP Scolpe aind 111���qle lalbte Suirnirnaily (311ty of ell, seiiii!'.;Ildef,:Illliiii iiii,iiieu Acquillslitilloin w 0/2125 Exhibit B Tasks :Job Classifications Rate Qty- Total :Principal $306.00 4 $1,224.00 1.0 Project Management and :Senior Project Manager $283.00 24 $6,792-00 Administration :Project Control Specialist $115.00 8 $920.00 :Sr. RightofWayAgent $155.00 80 $12,400.00 2.0 Acquisition Services :Project Control Specialist :Sr. RightofWayAgent $115.00 $155.00 28 15 $3,220.00 $2,325.00 3.0 Project and File Close Out Senior Project Control Specialist $155.00 15 $2,325.00 Labor Hours Total 174 $29,206.00 :Senior Project Manager $283.00 5 $1,415.00 Management Reserve :Sr. RightofWayAgent $155.00 40 $6,200.00 ::Senior Project Control Specialist $155.00 10 $1,550.00 Contingency Labor Hours Total 55 $9,165.00 Expenses Rate Qty- Total Other Direct Costs (ODC's) ::Copying, Printing, Mailing, Recording $600.00 1 $600.00 Title and Escrow $2,600.00 1 $2,600.00 Mileage at current federal rate 0.70 225 $157.50 ,Expense Total $3,357.50 lContract Total $32,563.50 L lContract Total.with Contingency $41,728.50 PROJECT: Nelsen Side Channel Project# 91641 DESCRIPTION: Create a multibeneficial project that restores off -channel salmon rearing habitat by setting back the 1-405 levee, reconnecting a segment of historic river channel and providing public shoreline access. This is a work in progress. The Green Infrastructure Program Proposal is intended, in part, to address MAINTENANCE IMPACT: maintenance needs for PW -initiated habitat restoration projects and helping to alleviate pressure on Parks, given resource constraints. Note that vegetation management maintenance needs decrease over time as planted vegetation matures. 3 years is considered a rule of thumb for plant establishment. FINANCIAL (in thousands) 1 2025 1 2026 1 2027 1 2028 1 2029 1 2030 1 Beyond I TOTAL Project Costs Project Mgmt (Staff Time/Cost) $ 20 $ 10 $ 20 $ 10 $ - $ - $ - $ 60 Design $ 600 $ 625 $ - $ - $ - $ - $ - $ 1,225 Land (R/W) $ 268 $ - $ - $ - $ - $ - $ - $ 268 Construction Mgmt. $ - $ - $ 385 $ - $ - $ - $ - $ 385 Construction $ - $ - $ 4,200 $ - $ - $ - $ - $ 4,200 Contingency $ 100 $ 15 $ 40 $ - $ - $ - $ - $ 155 Total Project Costs $ 988 $ 650 $ 4,645 $ 10 $ - $ - $ - $ 6,293 Project Funding Awarded Grant $ 815 $ 150 $ - $ - $ - $ - $ - $ 965 Proposed Grant $ - $ 500 $ 4,295 $ - $ - $ - $ - $ 4,795 Utility Revenues $ 173 $ - $ 350 $ 10 $ - $ - $ - $ 533 Total Proiect Funding $ 988 $ 650 $ 4,645 $ 10 $ - $ - $ - $ 6.293