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AB, 6, 7
CITY OF AUBURN AGREEMENT
FOR CONSULTING SERVICES
THIS AGREEMENT made and entered into on this day of ,
20by and between the City of Auburn, a municipal corporation of the Stat of Washington,
hereinafter referred to as "City" and, Gardner Economics, hereinafter referred to as the
"Consultant."
WITNESSETH:
WHEREAS, the City is engaged in or readying itself to be engaged in the redevelopment
of the Auburn Junction area and is in need of services of individuals; employees or firms to
conduct a market analysis related to said project; and,
. WHEREAS, the City desires to retain the Consultant to provide certain services in
connection with the City's work on said project; and,
WHEREAS, the Consultant is qualified and able to provide consulting services in
connection with the City's needs for the above-described work/project,. and is willing and
agreeable to provider such services upon the terms and conditions herein contained.
NOW, THEREFORE, the parties hereto agree as follows:
1. Scope of Services.
The Consultant agrees to perform in a good and . professional manner the tasks
described on Exhibit "A"_ attached hereto and incorporated ,herein by this reference. (The
tasks described on Exhibit,.' A" shall be individually referred to as a "task," and
collectively referred to.as the "services.") The-Consultant shall perform the services as
an independent contractor and shall not. be deemed, by Virtue of this Agreement and the
performance thereof, to--have entered into any partnership, joint venture, employment or
other relationship with the City.
2. Additional Services.
From time to time hereafter, the parties hereto may agree to the performance by the
Consultant of additional services with respect to related work or projects. Any such
agreement(s) shall be set forth in writing •and shall be.executed by the respective parties
prior. #o the' Consultant's performance of the services there under, except as may be
provided to the contrary in Section 3, of this Agreement. Upon proper completion and
execution of an addendum (agreement for`additional services), such addendum shall be
incorporated into',this Agreement and shall have the same force and effect as if the
terms of such -addendum were a -part of this Agreement as originally executed. The
performance of services pursuant to an addendum shall be subject to the terms and
conditions of this Agreement except where the addendum provides to the contrary, in
which, case the terms and conditions of any such addendum shall control. In all other
respects, any addendum shall, supplement and be construed in accordance with the
terms and conditions of this Agreement.
3. Performance of Additional Services Prior to Execution of an Addendum.
The parties hereby agree that situations.may arise in which services other than those
described on Exhibit "K are desired by the City`and the time period for the completion of
such services makes the execution of addendum impractical prior to the commencement
of the Consultant's performance of the requested services. The Consultant hereby
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agrees that it shall perform such services upon the oral request of an authorized
representative of the City pending execution of an addendum, at a rate of compensation
to be agreed to in, connection therewith. The invoice procedure for any such additional
services shall be as.described in Section 7 of this Agreement.
4. Consultant's Representations.
The Consultant hereby, represents and warrants that he has all necessary licenses and
certifications to perform the services provided for herein, and is qualified to perform such
services.
5. City's Responsibilities.
The City shall do the following in a timely manner so as not to delay the services of the
consultant:
a. Designate in writing a person-to act as the City's representative with respect to
the services. The. City's designee :shall have complete authority to transmit
instructions, receive .information, interpret and define the City's policies and
decisions with respect to the services.
b. Furnish the Consultant with all information, criteria, objectives, schedules and
standards for the project, and the services provided for herein.
C. Arrange for access to the=property or.facilities as required for the Consultant to
perform the,services provided for herein.
d. Examine and evaluate. all. studies; reports, memoranda, plans, sketches, and
other documents prepared by the Consultant and render decisions regarding
such documents in a timely manner to prevent delay of the services.
6. Acceptable Standards.
The Consultant. shall be responsible to provide, in connection with the services
contemplated in this Agreement, work product and services of a quality and professional
standard acceptable to the City.
7. Compensation.
As compensation for the Consultant's performance of the services provided for herein,
the City shall pay the Consultant a fee not to exceed Twenty-Five Thousand Dollars
($25,000)` inclusive of sales tax. This fee shall include all consultant time including
reimbursable expense (see Exhibit B) The Consultant shall submit to the City an invoice
or statement of time-spent on tasks included in the scope of work provided herein similar
to.the example provided. in Exhibit:G, and the City shall process the invoice or statement
in the next billing/claim cycle following receipt of the invoice or statement, and shall remit
payment to the Consultant thereafter in the normal course, subject to any conditions or
provisions in this Agreement or addendum.
8. Time for Performance and Term of Agreement. acy
The Term o this, Agreement shall commence on the date hereof or on the
day of 2011, and shall terminate upon completion of the
performance of the scope of'work provided herein, but not later than twelve weeks after
the date of this Agreement, unless otherwise agreed to in writing by the parties.
9. Ownership and Use of Documents.
All documents, reports, memoranda, diagrams, sketches, plans, surveys, design
calculations, working drawings and any other materials created or otherwise prepared by
the Consultant as part of his performance of this Agreement (the "Work Products") shall
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be owned by and become the property of the City, and may be used by the City for any
purpose beneficial to the City.
10. Records Inspection and Audit.
All compensation payments shall be subject to the adjustments for any amounts found
upon audit or otherwise to have been improperly invoiced, and all records and books of
accounts pertaining to any work performed under this Agreement shall be subject to
inspection and audit by the City for a period of up to three (3) years from the final
payment for work performed under this Agreement.
11. Continuation of Performance.
In the event that any dispute or conflict arises between the parties while this Contract is
in effect, the Consultant agrees that, notwithstanding such dispute or conflict, the
Consultant shall continue to make a good faith effort to cooperate and continue work
toward successful completion of assigned duties and responsibilities.
12. Administration of Agreement.
This Agreement shall be administered by Matthew Gardner on behalf of the Consultant,
and by the Mayor of the City, or designee, on behalf of the City. Any written notices
required by the terms of this Agreement shall be served on or mailed to the following
addresses:
City of Auburn Consultant
Elizabeth Chamberlain, Planning Manager Matthew Gardner
Auburn City Hall Gardner Economics, LLC
25 West Main 815 Western Avenue, Suite 400
Auburn, WA 98001-4998 Seattle, WA 98104
253 931-3092 FAX 253 804-3114
13. Notices.
All notices or communications permitted or required to be given under this Agreement
shall be in writing and shall be deemed to have been duly given if delivered in person or
deposited in the United States mail, postage prepaid, for mailing by certified mail, return
receipt requested, and addressed, if to a party of this Agreement, to the address for the
party set forth above, or if to a person not a party to this Agreement, to the address
designated by a party to this Agreement in the foregoing manner.
Any party may change his, her or its address by giving notice in writing, stating his, her
or its new address, to any other party, all pursuant to the procedure set forth in this
section of the Agreement.
14. Insurance.
The Consultant shall be responsible for maintaining, during the term of this Agreement
and at its sole cost and expense, the types of insurance coverages and in the amounts
described below. The Consultant shall furnish evidence, satisfactory to the City, of all
such policies. During the term hereof, the Consultant shall take out and maintain in full
force and effect the following insurance policies:
.a. Commercial General Liability insurance, insuring the City and the Consultant against
loss or damages arising from premises, operations, independent contractors and
personal injury and advertising injury. The City shall be named as an insured under
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the Consultant's Commercial General Liability insurance policy with respect to the
work performed for the City, with minimum liability limits of $1,000,000.00 combined
single limit for personal injury, death or property damage in any one occurrence.
b. Such workmen's compensation and other similar insurance as may be required by
law.
c. Professional liability insurance with minimum liability limits of $1,000,000.
d. Automobile Liability insurance covering all owned, non-owned, hired and leased
vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00
01 or a substitute form providing equivalent liability coverage. If necessary, the
policy shall be endorsed to provide contractual liability coverage.
15. Indemnification.
The Consultant shall indemnify, defend and hold harmless the City and its officers,
agents and employees, or any of them from any and all claims, actions, suits, liability,
loss, costs, expenses, and damages of any nature whatsoever, including attorney fees,
by any reason of or arising out of the act or omission of the Consultant, its officers,
agents, employees, or any of them relating to or arising out of the performance of this
Agreement except for injuries and damages caused by the sole negligence of the City. If
a final judgment is rendered against the City, its officers, agents, employees and/or any
of them, or jointly against the City and the Consultant and their respective officers,
agents and employees, or any of them, the Consultant shall satisfy the same to the
extent that such judgment was due to the Consultant's negligent acts or omissions.
16. Assignment.
Neither party to this Agreement shall assign any right or obligation hereunder in whole or
in part, without the prior written consent of the other party hereto. No assignment or
transfer of any interest under this Agreement shall be deemed to release the assignor
from any liability or obligation under this Agreement, or to cause any such liability or
obligation to be reduced to a secondary liability or obligation.
17. Amendment, Modification or Waiver.
No amendment, modification or waiver of any condition, provision or term of this
Agreement shall be valid or of any effect unless made in writing, signed by the party or
parties to be bound, or such party's or parties' duly authorized representative(s) and
specifying with particularity the nature and extent of such amendment, modification or
waiver. Any waiver by any party of any default of the other party shall not effect or
impair any right arising from any subsequent default.
Nothing herein shall limit the remedies or rights of the parties hereto under and pursuant
to this Agreement.
18. Termination and Suspension.
Either party may terminate this Agreement upon written notice to the other party if the
other party fails substantially to perform in accordance with the terms of this Agreement
through no fault of the party terminating the Agreement.
The City may terminate this Agreement upon not less than seven (7) days written notice
to the Consultant if the services provided for herein are no longer needed from the
Consultant.
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If this Agreement is terminated through no fault of the Consultant, the Consultant shall
be compensated for services performed prior to termination in accordance with the rate
of compensation provided in Exhibit "B" hereof.
19. Parties in Interest.
This Agreement shall be binding upon, and the benefits and obligations provided for
herein shall inure to and bind, the parties hereto and their respective successors and
assigns, provided that this section shall not be deemed to permit any transfer or
assignment otherwise prohibited by this Agreement. This Agreement is for the exclusive
benefit of the parties hereto and it does not create a contractual relationship with or exist
for the benefit of any third party, including contractors, sub-contractors and their sureties.
20. Costs to Prevailinq Party.
In the event of such litigation or other legal action, to enforce any rights, responsibilities
or obligations under this Agreement, the prevailing parties shall be entitled to receive its
reasonable costs and attorney's fees.
21. Applicable Law.
This Agreement and the rights of the parties hereunder shall be governed by the
interpreted in accordance with the laws of the State of Washington and venue for any
action hereunder shall be in of the county in Washington State in which the property or
project is located, and if not site specific, then in King County, Washington; provided,
however, that it is agreed and understood that any applicable statute of limitation shall
commence no later than the substantial completion by the Consultant of the services.
22. Captions, Headings and Titles.
All captions, headings or titles in the paragraphs or sections of this Agreement are
inserted for convenience of reference only and shall not constitute a part of this
Agreement or act as a limitation of the scope of the particular paragraph or sections to
which they apply. As used herein, where appropriate, the singular shall include the
plural and vice versa and masculine, feminine and neuter expressions shall be
interchangeable. Interpretation or construction of this Agreement shall not be affected
by any determination as to who is the drafter of this Agreement, this Agreement having
been drafted by mutual agreement of the parties.
23. Severable Provisions.
Each provision of this Agreement is intended to be severable. If any provision hereof is
illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the
validity of the remainder of this Agreement.
24. Entire Agreement.
This Agreement contains the entire understanding of the parties hereto in respect to the
transactions contemplated hereby and supersedes all prior agreements and
understandings between the parties with respect to such subject matter.
25. Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be one
and the same Agreement and shall become effective when one or more counterparts
have been signed by each of the parties and delivered to the other party.
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IN WITNESS .WHEREOF, the parties hereto have caused this Agreement to be
:executed effective-the day and year first set forth above.
CITY OF AUBURN
Peter B. Lewis, Mayor
Date: APR `6 2011
ATTEST:
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Danielle E. Daskam'; City Clerk
APPROVE AS O ORM:
Dani B. 'Heid, ' ± Attorne
GARDIVER ECONOMICS, LLC
BY:
Title: Managing Prin pal
Federal Tax ID #
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Exhibit A to Consultant Agreement Between
City of Auburn and Gardner Economics, LLC
SCOPE OF SERVICES:
On several tasks, note with an asterisk the City expects and encourages that the consultant
will combine this task with other specified tasks for time and budget efficiency.
KEY DELIVERABLES:
• Final Market Analysis Written Report
• Interview with Master Developer
• Interviews with Private Property Owners
Task 1: Project Initiation*
A. Meet with representatives of the City of Auburn to review development goals and plans,
clarify scope, timeline, and deliverables.
Task 2: Background Data Analysis
A. Review current and previous planning and development documents, including recent, under
construction and planned/future development, development proposals, plans and other
information.
Task 3: Field Visit*
A. Conduct a site inspection of the Auburn Junction development area and identify site
strengths, weaknesses, opportunities, and threats in the context of development. Key issues
will include site conditions, adjacent land uses, access, infrastructure, and amenities that
could have an impact on the development program for the Auburn Junction Development
Concept.
Task 4: Interview of Spencer Alpert, Alpert International, Inc.
A. Interview Spencer Alpert, Alpert International, Inc. contracted Master Developer for Auburn
Junction, to gain an understanding of his ideas, perspectives and strategies to guide the
development of Auburn Junction.
Task 5: Private Property Owner Interviews
A. Interview the following private property owners that have current property ownership within
the Auburn Junction development area to gain an understanding of their ideas, perspectives
and strategies to guide the development of Auburn Junction:
1. Auburn on 1st, LLC
2. Bank of Washington
3. Business Bank of Skagit County
4. Centrum Financial Services, Inc.
5. JP Morgan Chase Bank
6. Susan B. or Marcus Crane
7. Bruce Alverson, SunBreak Cafe
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Please note that the City understands that not all property owners will be available or willing to
be interviewed. In these instances, the consultant will be expected to document the effort to
contact the property owner and the reason why the interview did not occur.
Task 6: Housing Market Analysis - Auburn Junction Development Concept
A. Analyze demographic trends for Auburn and the 4-county Puget Sound region covering
historic population, socioeconomic growth patterns, household growth and PSRC
projections, land development trends and building permit trends.
B. Conduct a review of new comparable mixed use/multi-family rental and sales projects in
Auburn and the 4-county Puget Sound region including number and type of units,
prices/rents per square foot, absorption and occupancy rates, amenities, etc.
C. Conduct interviews with 4-6 residential brokers with knowledge and experience of Auburn
and the 4-county Puget Sound region to understand demand by unity type (size, preferred
floor plans, amenities, etc.) and the short-term outlook for market-rate multi-family housing in
Downtown Auburn inclusive of expected absorption, and sales prices and/or rental prices."
D. Provide a high-level comparative synopsis of projected developments in downtowns for 3-4
comparable cities, as determined by the City, in the 4-county Puget Sound region, based on
available data.
E. Quantify existing and future projections of housing need and demand and capture of new
housing stock.
F. Survey and analysis of current and projected land values, lease rates, and construction and
operating costs of a range of housing typologies, based on type of construction, built form,
unit design, and tenure.
G. Determine realistic absorption rate for residential population increase and capture of new
housing stock in Downtown and surrounding area and identify barriers to
absorption/attraction.
H. Provide an overview of market infrastructure capacity and related challenges based on
projected absorption rates.
Task 7: Commercial Market Analysis - Auburn Junction Development Concept
A. Analyze employment trends in Auburn and the 4-County Puget Sound region, covering
historic population and household growth and PSRC projections, employment projections
and land development and building permit trends.
B. Outline demographic trends and consumer demands in the emerging retail market in
Downtown Auburn.
C. Conduct review of market trends in the 4-county Puget Sound region, including construction,
inventory, vacancy rates, absorption and planned projects for commercial office, medical
office, retail uses, service uses, restaurant uses, cultural uses, hotel uses and entertainment
uses that could be compatible with the Auburn Junction development.
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D. Interview 4-6 major commercial office and medical employers in the 4-county Puget Sound
region to assess demand for office space for employees in the Auburn Junction
development. To the extent possible, this task will also include interviews with medical office
tenants to gain an understanding of their space requirements.
E. Conduct interviews with 3 selected brokers and 3 selected private developers to understand
the demand for commercial office, medical office, retail uses, service uses, hotel and
entertainment uses. *
F. Perform office demand/supply analysis to determine the office development pattern for the
subject property leading to recommended square footage and product type within a three
year time frame.
G. Provide a high-level quantification of existing and future projections of commercial need and
demand in the commercial office, medical. office, retail, service, restaurant, cultural uses,
hotel.and entertainment sectors, including employee, space, and location needs,
transportation and parking needs, customer base, and footprint/design preferences.
H. Provide a high-level comparative synopsis of projected developments in Downtowns for
comparable cities/markets in the 47county'Puget Sound region, based on available data.
1. Survey and analysis of current and projected land. values, lease rates, and construction and
operating costs of a range of commercial development, based on class, type of construction,
built.form, and tenancy.
J. Determine realistic.absorption rate for commercial development inclusive of commercial
office, medical office, retail, service, restaurant, cultural uses, hotel, and entertainment
sectors and .identify barriers to absorption.
K. Provide an. overview of market infrastructure capacity and related challenges based on
projected absorption rates.
Task 8: Identification of Mixed Use Residential Development Opportunities
A. Determine the market viability of a range of residential and mixed-use development options
for the Auburn Junction Development Concept,'including the- subdivision and development
of air space, redevelopment of existing sites, and the development of market and below-
market units.
B. Identify the immediate or quick wins and longer-term opportunities and constraints for sale
or rental residential and mixed-use construction for the Auburn Junction Development
Concept.
Task 9: Identification of Mixed Use Commercial Development Opportunities
A. Determine the market viability, of a range of commercial and mixed-use development
opportunities for the Auburn Junction Dev. elopmeint Concept.
B. Determine the opportunities and constraints for the attraction of key anchor retail and
commercial tenants for the Auburn Junction Development Concept based on projected
population and demand for new commercial space in various classes.
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C. Identify the "quick wins" and longer-term opportunities and constraints for niche retail,
service, restaurant, cultural uses, hotel and entertainment uses and associated amenities at
the Auburn Junction Development Concept that will support residential development and
increase street-level activity.
Task 10: Development Targets
A. Establish "planning level" targets for the Auburn Junction Development Concept based on
market projections for the following:
1. Targets for residential population growth and related development for the Auburn
Junction Development Concept based on housing need and demand, projected
absorption rates, and current market dynamics.
2. Targets to strengthen Auburn Junction's capture of commercial office development,
based on current and projected market dynamics, and outline potential risks.
3. Identify key community amenities required to support a diverse residential population.
4. Identify development objectives for the Auburn Junction Development Concept to
support diverse niche retail, service, restaurant, cultural uses, hotel and entertainment
sectors.
Task 11: Recommendations for Strategies, Incentives and Policy Changes to Increase Success
of Auburn Junction
A. Recommend quantitative and qualitative measures by which the success of the Auburn
Junction Development Concept might be measured over time.
B. Provide recommendations, based on study findings, to any identified barriers to
development in existing policies, regulations, and code provisions that need modification in
order to promote the Auburn Junction Development Concept.
C. Provide recommendations on development of strategies and incentives that will stimulate
desired residential and supportive development for the Auburn Junction Development
Concept.
Task 12: Draft & Final Report
A. Integrate all of the market research into a draft report and transmit to City staff for review.
B. Within two weeks of receiving comments on the draft report, submit the final version of the
report.
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Exhibit B to Consultant Agreement Between
City of Auburn and Gardner Economics, LLC
DIRECT NON-SALARY REIMBURSABLE EXPENSES
• Outside Reproduction Fees
• Courier Fees
• Sub-consultant Fees
• Materials and Supplies
• Mileage at $0.485/mile or the current approved IRS rate.
Subcontracts: The CONSULTANT, at the CITY'S request shall enter into subcontracts with
other consultants, such as appraisers and/or environmental consultants, etc. If approved, the
CITY shall reimburse the CONSULTANT for the actual costs.
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Exhibit C to Consultant Agreement Between
City of Auburn and Gardner Economics, LLC
CONSULTANT INVOICES
CONSULTANT invoices should contain the following information:
• On CONSULTANT letterhead.
• A cover letter stating the status of each task. This should include items completed, percent
completed during the billing period and completion along with funding status.
• Internal invoice number and/or sequential numeric number (i.e.: progress payment # 10).
• Invoice date.
• Period of time invoice covers.
• Consultant Agreement # (i.e.: AG-C-115).
• Project number(s) listed (i.e.: PR562).
• CITY'S project manager listed.
• The hour(s) per person broken down by task(s) (attach timesheets, spreadsheet detailing
timesheets, or some other form of proof) along with type of work done (i.e.: design,
right-of-way, or construction) or task order number.
• Direct salary (base salaries)
• Indirect salary (benefits)
• Direct non-salary (i.e.: mileage, reproduction fees (i.e.: printing, copying), communication
fees (i.e.: telephone), supplies, computer charges, subconsultants), indirect non-salary
(overhead). The CITY does not pay for CONSULTANT meals unless part of a task requires
travel outside of the greater Seattle, Tacoma, and Everett area. These costs are to be
broken down and backup information is to be attached to invoice. Project managers are to
inform CONSULTANTS as to what is required for break down information and if backup
information is to be attached. Break out the same for subconsultant charges.
• Previous and remaining base contract amounts left in each task and total contract - total
authorized amount (bottom line figure). Add amendments to this base contract amount for
total authorized amount.
• Percentage of work completed to date compared to total amount of work (if required by the
project manager).
• Status of Management Reserve Fund (MRF) (i.e.: a certain task) until we can get an
amendment in place.
• Invoices for previous year are due by January 15tH
• For grant/special funded projects there might be other special information needed, reference
the LAG manual.
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SAMPLE INVOICE
City of Auburn Invoice 5222
25 West Main Progress Payment 2
Auburn WA 98001 Invoice Date: February 10, 2011
Attn: Scott Nutter (Project Engineer) Project Name: Thomas Nelson Farm
Agency Agreement AG-C-010 Project PR562
Engineering Services performed during the period of: January 2002
SAMPLE ENGINEERING, INC.
Personnel Hours Hourly Rate Amount
Mike Jones, Principal al in Char e 1 $ 125.00. $ 125.00
Carla Maker, Architect 5 $ 72.00 $ 144.00
Joe Smith, Word Processing 10 48.00 $ 480.00
Consultant Personnel Subtotal $ 749.00 .
Expenses see attached. documentation Charges Multiplier Amount
Mike Jones; Princi al in Ch-r-- 20 miles x1.1 $ 7.59
Carla Maker; Architect. 30.00 -x171 $ 33.00
Joe Smith, Word Processing $ 29.00 x1.1 $ 31.90
-Consultant Expenses Subtotal $ 72.49
Consultant Total: $ 821.49
SUB CONSULTANTS (see attached documentation)
Subconsultant Hours Hourl Rate Amount
ABC Environmental,anc., Civil En ineer 10 $ 100.00 1,000.00
Electrical Consultin , Electrical En ineer 5 $ 100.00 500.00
Mechanical Solutions, Mechanical En ineer 10 . $ 100.00 MRF 1,000.00
Moving Company, Movin Consultant 2 $ 50.00 100.00
Subconsultant Subtotal $ 2,600.00
Subtotal x 1.1 Multiplier $ 2,860.00
Subconsultant Total: $ 2,860,00
TOTAL DUE THIS INVOICE $3,681.49
CONTRACT-BREAKDOWN
Amount Total Invoiced % % Amount
Task Authorized ` Prior Invoiced _ This Invoice To. Date Expended Completed Remaining
Original
Contract $22,000.00 $ 1,025.00 $ 2,681.49 $ 3,706.49 20% 25% $ 18,293.51
MRF* 2,500.00 0.00 11000.00 1,0000.00 40% 45% $ 11,793.0
TOTAL $ 24,500.00 $ 1,025.00 $ 31681.49 $ 4,706.49 90
Note: MRF=Management Reserve Fund
* Received a written authorization of MRF on 1110101 for Mechanical Engineer task in the amount
of $2,000.00.
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