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R-2014-045 Downtown Central Plaza Design Planning Agreement with Gustafson Guthrie Nichol, Ltd. (GGN)
A RESOLUTION RESOLUTION NO. R-2014-045 authorizing the City Manager to execute a Professional Services Agreennent with Gustafson Guthrie Nichol LTD (GGN) not to exceed $145,000 to prepare design plans for a downtown central plaza, WHEREAS, the Yakima City Council has established that redevelopment of the Yakima Downtown Area is an Economic Development priority and in order to implement that priority, a Central Plaza is necessary as a "game changer", and WHEREAS, the City of Yakima has followed the procedures established by the State of Washington to select and recommend a professional firm using the Municipal Research and Service Center Professional Services Roster process to conduct the selection of a firm to prepare the plans and conduct the public participation element; and WHEREAS, Gustafson Guthrie Nichol LTD (GGN) submitted a Contractor Qualification Statement, was interviewed, and recommended by a 10 -person Selection Committee consisting of stakeholders, professional staff and City Council members and determined to be the preferred firm to prepare the Central Plaza design; and WHEREAS, the Scope of Work and Budget included in this Professional Services Agreement meet the needs and requirements of the City of Yakima for this project; therefore BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager,, is hereby authorized to execute the Professional Services Agreement with Gustafson Guthrie Nichol LTD (GGN) attached hereto and incorporated herein by this reference not to exceed One Hundred Forty -Five Thousand dollars ($145,000) to provide the Professional Services as described in the Agreement, now, therefore, ADOPTED BY THE CITY COUNCIL this 18th day of March 2014. ATTEST: ee, City Clerk Micah Cawley, Mayor For City of Yakima Use Only: Contract No_,2-6/ q'—p ,"3 Project No. Resolution No.iiD/y— RFQP No AGREEMENT BETWEEN CITY OF YAKIMA, WASHINGTON AND GUSTAFSON GUTHRIE NICHOL LTD FOR PROFESSIONAL SERVICES THIS AGREEMENT, made and entered into on thisl day of , 2014, by and between the City of Yakima, Washington, a municipal corporation with its principal office at 129 North Second Street, Yakima, WA 98901, hereinafter referred to as "CITY", and GUSTAFSON GUTHRIE NICHOL LTD, a Washington corporation with its principal office at 1932 First Avenue, Suite 700, Seattle, WA 98101 hereinafter referred to as "CONSULTANT". WITNESSETH: RECITALS WHEREAS, CITY desires to retain the CONSULTANT to provide services described in this Agreement and subsequent Amendments thereto; and WHEREAS, CONSULTANT represents that it has available and offers to provide personnel with knowledge and experience necessary to satisfactorily accomplish the work within the required time and that it has no conflicts of interest prohibited by law from entering into this Agreement; NOW, THEREFORE, CITY and CONSULTANT agree as follows: SECTION 1 INCORPORATION OF RECITALS 1.1 The above recitals are incorporated into these operative provisions of the Agreement. SECTION 2 SCOPE OF SERVICES 2.1 CONSULTANT agrees to perform those services described hereafter. Unless modified in writing by both parties, duties of CONSULTANT shall not be construed to exceed those services specifically set forth herein. 2.2 CONSULTANT shall use its best efforts to maintain continuity in personnel and shall assign Bernard Alonzo as Consultant -in -Charge throughout the term of this Agreement unless other personnel are approved by the CITY 2.3 Basic Services: CONSULTANT agrees to perform those tasks described in Exhibit A, entitled "Scope of Work" (WORK) which is attached hereto and made a part of this Agreement as if fully set forth herein. 2.4 Additional Services: CITY and CONSULTANT agree that not all WORK to be performed by CONSULTANT can be defined in detail at the time this Agreement is executed, and that additional WORK related to the Project and not covered in Exhibit A may be needed during performance of this Agreement. CITY may, at any time, by written order, direct the CONSULTANT to revise portions of the WORK previously completed in a satisfactory manner, delete portions of the WORK, or request that the CONSULTANT perform additional WORK beyond the scope of the WORK. Such changes hereinafter shall be referred to as "Additional Services." /Page 1 of 12 2.4.1 If such Additional Services cause an increase or decrease in the CONSULTANT'S cost of, or time required for, performance of any services under this Agreement, a contract price and/or completion time adjustment pursuant to this Agreement shall be made and this Agreement shall be modified in writing accordingly. 2.4.2 Compensation for each such request for Additional Services shall be negotiated by the CITY and the CONSULTANT according to the provisions set forth in Exhibit B, attached hereto and incorporated herein by this reference, and if so authorized, shall be considered part of the WORK. The CONSULTANT shall not perform any Additional Services until so authorized by CITY and agreed to by the CONSULTANT in writing. 2.5 The CONSULTANT must assert any claim for adjustment in writing within thirty (30) days from the date of the CONSULTANT's receipt of the written notification of change. SECTION 3 CITY'S RESPONSIBILITIES 3.1 CITY -FURNISHED DATA: The CITY will provide to the CONSULTANT all technical data in the CITY'S possession relating to the CONSULTANT'S services on the WORK. Technical data may include but shall not be limited to survey, geotechnical reports, engineering maps, master plans, and other resources related to the WORK. 3.2 ACCESS TO FACILITIES AND PROPERTY: The CITY will make its facilities reasonably accessible to CONSULTANT as required for CONSULTANT'S performance of its services and will provide labor and equipment as reasonably required by CONSULTANT for such access. 3.3 TIMELY REVIEW: The CITY will examine the CONSULTANT'S studies, reports, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as CITY deems appropriate; and render in writing decisions required of CITY in a timely manner. Such examinations and decisions, however, shall not relieve the CONSULTANT of any contractual obligations nor of its duty to render professional services meeting the standards of care for its profession. 3.4 CITY shall appoint a CITY'S Representative with respect to WORK to be performed under this Agreement. CITY'S Representative shall have complete authority to transmit instructions and receive information. CONSULTANT shall be entitled to reasonably rely on such instructions made by the CITY'S Representative unless otherwise directed in writing by the CITY, but CONSULTANT shall be responsible for bringing to the attention of the CITY'S Representative any instructions which the CONSULTANT believes are inadequate, incomplete, or inaccurate based upon the CONSULTANT'S knowledge. 3.5 Any documents, services, and reports provided by the CITY to the CONSULTANT are available solely as additional information to the CONSULTANT and will not relieve the CONSULTANT of its duties and obligations under this Agreement or at law. The CONSULTANT shall be entitled to reasonably rely upon the accuracy and the completeness of such documents, services and reports, but shall be responsible for exercising customary professional care in using and reviewing such documents, services, and reports and drawing conclusions there from. SECTION 4 AUTHORIZATION, PROGRESS, AND COMPLETION 4 1 In signing this Agreement, CITY grants CONSULTANT specific authorization to proceed with WORK described in Exhibit A. The time for completion is defined in Exhibit A, or as amended. /Page 2 of 12 � SECTION 5 COMPENSATION 5.1 COMPENSATION ON A TIME SPENT BASIS AT SPECIFIC HOURLY RATES: For the services described in Exhibit A, compensation shall be according to Exhibit B - Schedule of Specific Fees and Hourly Rates, attached hereto and incorporated herein by this reference, on a time spent basis plus reimbursement for direct non -salary expenses. 5.1.1 DIRECT NON -SALARY EXPENSES: Direct Non -Salary Expenses are those costs incurred on or directly for the PROJECT including, but not limited to, necessary transportation costs, including current rates for CONSULTANT'S vehicles, meals and lodging; laboratory tests and analyses; printing, binding and reproduction charges; all costs associated with other outside nonprofessional services and facilities; special CITY - requested and PROJECT -related insurance and performance warranty costs; and other similar costs. Reimbursement for Direct Non -Salary Expenses will be on the basis of actual charges plus ten percent (10%) and on the basis of current rates when furnished by CONSULTANT. Estimated Direct Nog -Salary Expenses are shown in Exhibit B. 5.1.1.1, Travel costs, including transportation, lodging, subsistence, and incidental expenses incurred by employees of the CONSULTANT and each of the Subconsultants in connection with PROJECT WORK; provided, as follows: • That a maximum of U.S. INTERNAL REVENUE SERVICE allowed cents per mile will be paid for the operation, maintenance, and depreciation costs of company or individually owned vehicles for that portion of time they are used for WORK. CONSULTANT, whenever possible, will use the least expensive form of ground transportation. • That reimbursement for meals inclusive of tips shall not exceed a maximum of forty dollars ($40) per day per person. This rate may be adjusted on a yearly basis. • That accommodation shall be at a reasonably priced hotel/motel. • That air travel shall be by coach class, and shall be used only when absolutely necessary. 5.1.2 Telephone charges, computer charges, in-house reproduction charges, first class postage, and FAX charges are not included in the direct expense costs, but are considered included in the Schedule of Specific Hourly Billing Rates. 5.2 Unless specifically authorized in writing by the CITY, the total budgetary am unt for this PROJECT shall not exceed one hundred forty-five thousand Dollars ($145,000). The CONSULTANT will make all reasonable efforts to complete the WORK within the budget and will keep CITY informed of progress toward that end so that the budget or WORK effort can be adjusted if found necessary The CONSULTANT is not obligated to incur costs beyond the indicated budget, as may be adjusted, nor is the CITY obligated to pay the CONSULTANT beyond these limits. When any budget has been increased, the CONSULTANT'S excess costs expended prior to such increase will be allowable to the same extent as if such costs had been incurred after the approved increase, and provided that the City was informed in writing at the time such costs were incurred. /Page 3 of 12 5.3 Proposed Payment Schedule Task Month Anticipated Invoice Task 1: Illustrative Design and Review Process Month 1 Actual Hours + Expenses Month 2 Actual Hours + Expenses Month 3 Actual Hours + Expenses Task 2: Refine Preferred Detail Design Concept for Plaza Month 4 Actual Hours + Expenses Month 5 Actual Hours + Expenses Month 6 Actual Hours + Expenses TOTAL: $145,000.00 Any services authorized by the City beyond the fixed fee scope of work shall follow a monthly payment schedule as follows: The CONSULTANT shall submit to the City's Representative an invoice each month for payment for services completed through the accounting cut-off day of the previous month. Such invoices shall be for services and WORK performed and costs incurred prior to the date of the invoice and not covered by previously submitted invoices. The CONSULTANT shall submit with each invoice a summary of time expended on the PROJECT for the current billing period, and any other supporting materials determined by the City necessary to substantiate the costs incurred. CITY will use its best efforts to pay such invoices within thirty (30) days of receipt and upon approval of the WORK done and amount billed. CITY will notify the CONSULTANT promptly if any problems are noted with the invoice. CITY may question any item in an invoice, noting to CONSULTANT the questionable item(s) and withholding payment for such item(s). The CONSULTANT may resubmit such item(s) in a subsequent invoice together with additional supporting information required. 5.4 Payment terms are net 30 after receipt of approved invoice(s). SECTION 6 COPYRIGHTS AND LICENSES 6.1 The CONSULTANT and the CONSULTANT's subconsultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and shall retain all common law, statutory and other reserved rights, including copyrights. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the reserved rights of the CONSULTANT and the CONSULTANT's subconsultants. 6.2 Upon execution of this Agreement, the CONSULTANT grants to the CITY a nonexclusive license to use the CONSULTANT's Instruments of Service solely and exclusively for purposes of promoting, constructing, using, maintaining, altering and adding to the Project, provided that the CITY substantially performs its obligations, including prompt payment of all sums when due, under this Agreement. The CONSULTANT shall obtain similar nonexclusive licenses from the CONSULTANT's subconsultants consistent with this Agreement. The license granted under this section permits the CITY to authorize the Contractor, Subcontractors, Sub -subcontractors, and material or equipment suppliers, as well as the CITY's consultants and separate contractors, to reproduce applicable portions of the Instruments of Service solely and exclusively for use in performing services or construction for the Project. If the CONSULTANT rightfully terminates this Agreement for cause as provided in Section 16.1, the license granted in this Section 6.2 shall terminate 6.2.1 In the event the CITY uses the Instruments of Service without retaining the author of the Instruments of Service, the CITY releases the CONSULTANT and CONSULTANT's subconsultant(s) from all /Page 4 of 12 claims and causes of action arising from such uses. The CITY, to the extent permitted by law, further agrees to indemnify and hold harmless the CONSULTANT and its subconsultants from all costs and expenses, including the cost of defense, related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the CITY's use of the Instruments of Service under this Section 6.2.1 The terms of this Section 6.2.1 shall not apply if the CITY rightfully terminates this Agreement for cause under Section 16.1 6.3 Except for the licenses granted in this Article 6, no other license or right shall be deemed granted or implied under this Agreement. The CITY shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the CONSULTANT. Any unauthorized use of the Instruments of Service shall be at the CITY's sole risk and without liability to the CONSULTANT and the CONSULTANT's subconsultants. SECTION 7 RESPONSIBILITY OF CONSULTANT 7.1 INDEMNIFICATION: (a) CONSULTANT agrees to, indemnify and hold harmless the CITY, its elected officials, agents, officers, employees, agents and volunteers (hereinafter "parties protected") from (1) claims, demands, liens, lawsuits, administrative and other proceedings (including reasonable costs and attorney's fees) and (2) judgments, awards, losses, liabilities, damages, penalties, fines, costs and expenses of any kind claimed by third parties arising out of, or related to any death, injury, damage or destruction to any person or any property to the extent caused by any negligent act, action, default, error or omission or willful misconduct of the CONSULTANT arising out of the CONSULTANT's performance under this Agreement ("Claims"). In the event that any lien is placed upon the City's property or any of the City's officers, employees or agents as a result of the negligence or willful misconduct of the CONSULTANT, the CONSULTANT shall at once cause the lien to be dissolved and discharged by giving bond or otherwise. (b) CITY agrees to indemnify and hold the CONSULTANT harmless from loss, cost, or expense of any kind claimed by third parties, including without limitation such loss, cost, or expense resulting from injuries to persons or damages to property, caused solely by the negligence or willful misconduct of the CITY, its employees, or agents in connection with the service. (c) If the negligence or willful misconduct of both the CONSULTANT and the CITY (or a person identified above for whom each is liable) is a cause of such third party claim, the loss, cost, or expense shall be shared between the CONSULTANT and the CITY in proportion to their relative degrees of negligence or willful misconduct and the right of indemnity will apply for such proportion. (d) Nothing contained in this Section or this Agreement shall be construed to create a liability or a right of indemnification in any third party. (e) The provisions of this Section 7.1 shall not apply only to the extent they are limited by RCW 4.24.115. 7.2 In any and all claims by an employee of the CONSULTANT, any subcontractor, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligations under this Agreement shall not be limited in any way by any limitation on the amount or types of damages, compensation, or benefits payable by or for /Page 5 of 12 the CONSULTANT or a subcontractor under workers' or workmens' compensation acts, disability benefit acts, or other employee benefit acts. 7.3 Notwithstanding anything herein to the contrary, the parties agree that the liability of CONSULTANT (its members, managers, agents, or employees) to CITY for any Claims, of CITY related in any way to CONSULTANT'S performance or nonperformance under this Agreement, including without limitation any indemnification obligation under Section 7.1 of this Agreement, shall be limited to the sum the CONSULTANT has received from the CITY pursuant to the Agreement ,whether the basis of liability is breach of contract, tort (including negligence and strict liability), statutory, or any other legal theory. Further, this limitation of liability applies to all measures of damages, including, but not limited to, general, special, direct, indirect, consequential (including loss of profits and/or business), exemplary, statutory, and punitive damages, as well as economic loss damages. It bein__ the intent of the parties that economic losses .e limited as set forth herein. An CONSULTANT'S INITIALS CITY'S INITIALS SECTION 8 AUDIT AND ACCESS TO R' t RDS 8.1 The CONSULTANT, including its subconsultants, shall maintain books, records, documents and other. evidence directly pertinent to performance of the WORK under this Agreement in accordance with generally accepted accounting principles and practices consistently applied. The CITY, or the CITY'S duly authorized representative, shall have reasonable access to such books, records, documents, and other evidence for inspection, audit, and copying for a period of three years after completion of the WORK. The CITY shall also have reasonable access to such books, records, and documents during the performance of the WORK, if deemed necessary by the CITY, to verify the CONSULTANT'S WORK and invoices. 8.2 Audits conducted pursuant to this section shall be in accordance with generally accepted auditing standards and established procedures and guidelines of the reviewing or auditing agency. 8.3 The CONSULTANT agrees to the disclosure of all information and reports resulting from access to records pursuant to this section provided that the CONSULTANT is afforded the opportunity for an audit exit conference and an opportunity to comment and submit any supporting documentation on the pertinent portions of the draft audit report and that the final audit report will include written comments, if any, of the CONSULTANT. 8.4 The CONSULTANT shall ensure that the foregoing paragraphs are included in each subcontract for WORK. 8.5 Any charges of the CONSULTANT paid by the CITY which are found by an audit to be inadequately substantiated shall be reimbursed to the CITY. SECTION 9 INSURANCE 9.1 At all times during performance of the Services, CONSULTANT shall secure and maintain in effect insurance to protect the City and the CONSULTANT from and against all claims, damages, losses, and expenses arising out of or resulting from the performance of this Contract. CONSULTANT shall provide and maintain in force insurance in limits no less than that stated below, as applicable. The City reserves the rights to require higher limits should it deem it necessary in the best interest of the public. /Page 6 of 12 9.1.1 Commercial General Liability Insurance. Before this Contract is fully executed by the parties, CONSULTANT shall provide the City with a certificate of insurance as proof of commercial liability insurance and commercial umbrella liability insurance with a total minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence combined single limit bodily injury and property damage, and Two Million Dollars ($2,000,000.00) general aggregate. The certificate shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. The policy shall name the City, its elected officials, officers, agents, employees, and volunteers as additional insureds, and shall contain a clause that the insured will not cancel or change the insurance without first giving the City thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in the State of Washington. 9.1.2. Commercial Automobile Liability Insurance. a. If CONSULTANT owns any vehicles, before this Contract is fully executed by the parties, CONSULTANT shall provide the City with a certificate of insurance as proof of commercial automobile liability insurance and commercial umbrella liability insurance with a total minimum liability limit of Two Million Dollars ($2,000,000 00) per occurrence combined single limit bodily injury and property damage. Automobile liability will apply to "Any Auto" and be shown on the certificate. b. If CONSULTANT does not own any vehicles, only "Non -owned and Hired Automobile Liability" will be required and may be added to the commercial liability coverage at the same limits as required in that section of this Contract, which is Section 9.1.1 entitled "Commercial Liability Insurance". c. Under either situation described above in Section 9.1.2 a and Section 9.1.2 b, the required certificate of insurance shall clearly state who the provider is, the coverage amount, the policy number, and when the policy and provisions provided are in effect. Said policy shall be in effect for the duration of this Contract. The policy shall name the City, its elected officials, officers, agents, employees, and volunteers as additional insureds, and shall contain a clause that the insured will not cancel or change the insurance without first giving the City, thirty (30) calendar days prior written notice. The insurance shall be with an insurance company or companies rated A -VII or higher in Best's Guide and admitted in the State of Washington. 9.1.3. Statutory workers' compensation and employer's liability insurance as required by state law. SECTION 10 SUBCONTRACTS • 10.1 CONSULTANT shall be entitled, to the extent determined appropriate by CONSULTANT, to subcontract any portion of the WORK to be performed under this Agreement. /Page 7 of 12 SECTION 11 ASSIGNMENT This Agreement is binding on the heirs, successors and assigns of the parties hereto. This Agreement may not be assigned by CITY or CONSULTANT without prior written consent of the other, which consent will not be unreasonably withheld. It is expressly intended and agreed that no third party beneficiaries are created by this Agreement, and that the rights and remedies provided herein shall inure only to the benefit of the parties to this Agreement. SECTION 12 INTEGRATION 12.1 This Agreement along with the City RFP and the Consultant's response to the RFP represents the entire understanding of CITY and CONSULTANT as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered herein. This Agreement supersedes and replaces all prior and contemporaneous agreements, discussions, and representations on these subjects, all of which are merged into and superseded by this Agreement. No party is entering into this Agreement in reliance on any oral or written promises, inducements, representations, understandings, interpretations or agreements other than those contained in this Agreement. This Agreement may not be modified or altered except in writing signed by both parties. SECTION 13 JURISDICTION AND VENUE 13.1 This Agreement shall be administered and interpreted under the laws of the State of Washington. Jurisdiction of litigation arising from this Agreement shall be in Washington State. If any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it conflicts with said laws, but the remainder of this Agreement shall be in full force and effect. Venue of all disputes arising under this Agreement shall be Yakima County, State of Washington. SECTION 14 EQUAL EMPLOYMENT and NONDISCRIMINATION 14.1 During the performance of this Agreement, CONSULTANT and CONSULTANT's subconsultants shall not discriminate in violation of any applicable federal, state and/or local law or regulation on the basis of age, sex, race, creed, religion, color, national origin, marital status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation, and any other classification protected under federal, state, or local law. This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of services under this Agreement. CONSULTANT agrees to comply with the applicable provisions of State and Federal Equal Employment Opportunity and Nondiscrimination statutes and regulations. SECTION 15 SUSPENSION OF WORK 15.1 CITY may suspend, in writing by certified mail, all or ,a portion of the WORK under this Agreement if unforeseen circumstances beyond CITY'S control are interfering with normal progress of the WORK. CONSULTANT may suspend, in writing by certified mail, all or a portion of the WORK under this Agreement if unforeseen circumstances beyond CONSULTANT's control are interfering with normal progress of the WORK. CONSULTANT may suspend WORK on PROJECT in the event CITY does not pay invoices when due, except where otherwise provided by this Agreement. The time for completion of the WORK shall be extended by the number of days WORK is suspended. If the period of suspension exceeds ninety (90) days, the terms of this Agreement are subject to renegotiation, and both parties are /Page 8 of 12 granted the option to terminate WORK on the suspended portion of Project in accordance with SECTION 16. SECTION 16 TERMINATION OF WORK 16.1 Either party may terminate this Agreement, in whole or in part, if the other party materially breaches its obligations under this Agreement and is in default through no fault of the terminating party. However, no such termination may be effected unless the other party is given: (1) not less than fifteen (15) calendar days written notice delivered by certified mail, return receipt requested, of intent to terminate; and (2) an opportunity for consultation and for cure with the terminating party before termination. Notice shall be considered issued within seventy-two (72) hours of mailing by certified mail to the place of business of either party as set forth in this Agreement. 16.2 In addition to termination under subsection 16.1 of this Section, CITY may terminate this Agreement for its convenience, in whole or in part, provided the CONSULTANT is given: (1) not less than fifteen (15) calendar days written notice delivered by certified mail, return receipt requested, of intent to terminate; and (2) an opportunity for consultation with CITY before termination. 16.3 If CITY terminates for default on the part of the CONSULTANT, an adjustment in the contract price pursuant to the Agreement shall be made, but (1) no amount shall be allowed for anticipated profit on unperformed services or other WORK, and (2) any payment due to the CONSULTANT at the time of termination may be adjusted to the extent of any additional costs or damages CITY has incurred, or is likely to incur, because of the CONSULTANT'S breach. In such event, CITY shall consider the amount of WORK originally required which was satisfactorily completed to date of termination, whether that WORK is in a form or of a type which is usable and suitable to CITY at the date of termination and the cost to CITY of completing the WORK itself or of employing another firm to complete it. Under no circumstances shall payments made under this provision exceed the contract price. This provision shall not preclude CITY from filing claims and/or commencing litigation to secure compensation for damages incurred beyond that covered by contract retainage or other withheld payments. 16.4 If the CONSULTANT terminates for default on the part of CITY or if CITY terminates for convenience, the adjustment pursuant to the Agreement shall include payment for services satisfactorily performed to the date of termination, in addition to termination settlement costs the CONSULTANT reasonably incurs relating to commitments which had become firm before the termination, unless CITY determines to assume said commitments. 16.5 Upon receipt of a termination notice under subsections 16 1 or 16.2 above, the CONSULTANT shall (1) promptly discontinue all services affected (unless the notice directs otherwise), and (2) deliver or otherwise make available to CITY high resolution copies of data, drawings, specifications, calculations, reports, estimates, summaries, and such other information, documents, and materials as the CONSULTANT or its subconsultants may have accumulated or prepared in performing this Agreement, whether completed or in progress, with the CONSULTANT retaining copies of the same. 16.6 Upon termination and subject to Section 6, the CITY reserves the right to execute the WORK to completion utilizing other qualified firms or individuals; provided, the CONSULTANT shall have no responsibility to execute further WORK thereon 16 7 If, after termination for failure of the CONSULTANT to fulfill contractual obligations, it is determined that the CONSULTANT has not so failed, the termination shall be deemed to have /Page 9 of 12 been effected for the convenience of CITY. In such event, the adjustment pursuant to the Agreement shall be determined as set forth in subparagraph 16.4 of this Section. 16.8 If, because of death, unavailability or any other occurrence, it becomes impossible for any key personnel employed by the CONSULTANT in PROJECT WORK or for any corporate officer of the CONSULTANT to render his services to the PROJECT, the CONSULTANT shall not be relieved of its obligations to complete performance under this Agreement without the concurrence and written approval of CITY. SECTION 17 DISPUTE RESOLUTION 17.1 In the event that any dispute shall arise as to the interpretation of this agreement, or in the event of a notice of default as to whether such default does constitute a breach of the contract, and if the parties hereto cannot mutually settle such differences, then the parties shall first pursue mediation as a means to resolve the dispute. If the afore mentioned methods are either not successful then any dispute relating to this Agreement shall be decided in the courts of Yakima County, in accordance with the laws of Washington. If both parties consent in writing, other available means of dispute resolution may be implemented. SECTION 18 NOTICE 18.1 Any notice required to be given under the terms of this Agreement shall be directed to the party at the address set forth below. Notice shall be considered issued and effective upon receipt thereof by the addressee -party, or seventy-two (72) hours after mailing by certified mail to the place of business set forth below, whichever is earlier. CITY: City of Yakima Tony O'Rourke, City Manager 129 North 2nd Street Yakima, WA 98901 CONSULTANT: GUSTAFSON GUTRHIE NICHOL LTD C/O Jennifer Guthrie 1932 First Avenue, Suite 700 Seattle, WA 98101 SECTION 19 MISCELLANEOUS 19.1 Full Understanding; Independent Legal Counsel. The parties each acknowledge, represent and agree that they have read this Agreement; that they fully understand the terms thereof; that they have been fully advised by their independent legal counsel, or have been advised to obtain independent legal counsel; that they are executed by them upon the advice and recommendation of their independent legal counsel and rely solely on their own conclusions; and that they have voluntarily and freely signed this Agreement. 19.2 Waiver of Claims for Consequential Damages. The parties waive any and all claims against each other for consequential damages arising out of or relating to this Agreement. This mutual waiver includes i damages incurred by the CITY for rental expenses, for any economic losses and losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and /Page 10 of 12 ii damages incurred by the CONSULTANT for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the services. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their respective authorized d ficer'. or representatives as of the day and year first above written. CITY OF KIMA Ton Printed Name: Title: City Manager Date :J _11 14 Attest Printed Name: J E N N I a`I tIG • Title:romti-p, N (af1t'JC.IPAt' Date: ''4 /Page 11 of 12 EXHIBIT A SCOPE OF SERVICES EXHIBIT B Professional Fees and Rates /Page 12 of 12 GUSTAFSON GUTHRIE NICHOL ATTACHMENT A — SCOPE OF WORK Yakima Central Plaza Design Project Description The City of Yakima, Washington, intends to redevelop an approximately (2) two acre parcel owned by the City. The parcel (hereafter referred to as the "Site") is located between South 2nd Street and South 3rd Street and between East Yakima Avenue and East Chestnut Avenue in downtown Yakima. Currently, the Site has 196 parking spaces and a small sculpture park, entitled Millennium Plaza. The location is adjacent to several landmark buildings in Yakima, including the Capital Theater, the Federal Courthouse and the Larson Building. Other land uses near the Site include a privately owned theater, restaurants, and retail. Due to the Site prime location in the downtown, it is critical that the design of the plaza provide an aesthetic that is both vibrant and interesting, but also integrates with the existing character of the historic structures nearby. The City's goal for the redevelopment is to create a Central Plaza for downtown events and gatherings. The vision for the Site, when fully redeveloped, is to be a signature public plaza/park area that becomes the centerpiece of downtown Yakima. The plaza/park may include both active and passive space that can also function as a community event space. SEATTLE & WASHINGTON, DC TEL 206.903.6802 WWW.GGNLTD.COM 1932 FIRST AVENUE SUITE 700 SEATTLE, WA 98101 1054 31ST ST NW SUITE 210 WASHINGTON, DC 20007 GUSTAFSON GUTHRIE NICHOL Due to community concerns regarding the loss of parking, one or more concept alternatives will accommodate the retention of some parking. In parallel, and under a separate agreement, the City plans to contract with a parking Consultant. Based on preliminary work performed by the City, the scope of the work for the Consultant includes the development of up to three (3) preliminary concept alternatives for the Site and one (1) concept alternative for an alternative Site located nearby the Site within downtown Yakima. The alternative site is the city parking lot east of North 2nd Street, south of Pendleton Boulevard. The scope of the work is described in Task 1 and Task 2 as outlined below. Critical Elements of the Project Based on preliminary studies commissioned by the City the concept designs must include the following features: • Shade • A performance area and/or stage • Water feature Seating • Event area suitable for typical farmer's market and other gatherings • Narrowing of adjoining streets along with a curb -less street frontage Area that could be converted from plaza to weekday parking • Lighting features • Enhanced with power supply and other amenities suitable to an event plaza 2 GUSTAFSON GUTHRIE NICHOL • Retail kiosk • Public restroom/storage building • Reflects the character of historic buildings and downtown aesthetic features Task 1: Illustrative Design and Review Process Up to three (3) concept alternatives or illustrative plans will be developed that meet the critical elements listed above for the preferred Site. One (1) option will be developed for the alternative Site. Conceptual alternatives will be preliminary sketch plans and diagrams that identify key elements and are sufficiently illustrated to compare and contrast design criteria for the purpose of selecting a preferred alternative. Task 1.1 • Coordination with City staff Preparation for initial City stakeholders and Implementation Committee meetings and public introduction of the design team • Preliminary site research and analysis • Trip One (anticipated to occur on April 17, 2014 or at another time as mutally agreed) — meet with Staff, City stakeholders, Implementation Committee and public introduction of the Consultant and key subconsultant(s) • Review the Site(s), meet with key stakeholders Meet with Parking and Circulation Consultant to develop parking strategies Task 1.2 Task 1.3 Task 1.4 Prepare a summary of Site analysis and initial design principles and strategies Trip Two — Meet with staff, City stakeholders, Implementation Committee Public workshop to discuss Site analysis and initial design principles and strategies Develop concept alternatives— design team work Coordinate with Parking and Circulation Consultant Staff check-in sessions — alternate weeks (video conference) Implementation Committee mid-term check-in (video conference) Develop concept level (Rough Order of Magnitude — ROM) cost estimates Trip Three — Meet with City Council & public to review concept alternatives, and select one (1) preferred option for further refinement. The preferred option may be a combination of components from more than one of the conceptual. plans Task 1.5 • Phone meeting with key stakeholders, staff, and the Implementation Committee to review the comments on the design alternatives and confirm direction for Task 2 Task 1.6 — Deliverables: • Design concept report -and general cost estimates including one printed copy of the report and a PDF version • Prepare (2) high resolution illustrations including one printed copy of each and a PDF version 3 GUSTAFSON GUTHRIE NICHOL Task 2: Refine Preferred Detail Design Concept for Plaza Once a preferred design concept has been selected, a more detailed plan will be developed for one (1) option Task 2.1 • Prepare a detailed plan for internal and technical review • Develop the preferred concept alternative design • Coordinate with Parking and Circulation Consultant (video conference) • Staff check-in sessions — alternate weeks (video conference) • Implementation Committee mid-term check-in (video conference) • Update ROM cost estimate for the preferred option Task 2.2 • Trip Four— Meet with Staff, City stakeholders, and Implementation Committee to review the development of the preferred alternative • Attend one (1) public workshop to discuss the development of the preferred alternative concept Task 2.3 • Finalize concept design and incorporate staff, City stakeholders, Implementation Committee, and public feedback into the design • Check-in session with staff • Refine ROM cost estimate Task 2.4 Trip Five — Prepare and present final concept design and cost estimate to the public and to City Council. Task 2.5 — Deliverables: • Prepare the final design concept report, including: • One (1) Concept narrative for the site, architecture, civil, and water feature(s) design, one (1) illustrative site plan, two (2) illustrations, sketches and diagrams, and a general cost estimate, and one (1) printed copy of the report and a PDF version Prepare (2) high resolution illustrations including one printed copy of each and a PDF version Schedule The project schedule is based on a typical timeframe for design projects of a similar type and scale inclusive of the regular, periodic meetings with Staff, City stakeholders, the Implementation Committee, and the public. The anticipated schedule is subject to change. TASK DURATION TIMEFRAME Task 1 3 months April 2014 — June 2014 Task 2 3 months July 2014 — September 2014 4 GUSTAFSON GUTHRIE NICHOL Project Team As part of the basic design services, the Consultant will act as prime and lead the project team and the public process. To complete the work, the Consultant will contract directly with several subconsultants to perform required specialty services. Architect—Graham Baba Architects (G BA) Architectural design and public process collaboration Civil — Magnusson Klemencic Associates (MKA) Civil engineering analysis and Site-based water management strategies Cost Estimating — DCW Cost Management, LLC (DCW) Initial cost estimates for Task 1 concept alternatives, detailed cost estimate for the preferred design alternative Water Feature Feasibility — CMS Design Collaborative (CMS) Water feature effects andfeasibility studies to support cost estimating 5 GUSTAFSON GUTHRIE NICHOL ATTACHMENT B — PROFESSIONAL FEES AND RATES Yakima Central Plaza Design Design Fees Based on the scope of services identified in ATTACHMENT A, anticipated fees are as follows: GGN: G BA: MKA. DCW: CMS: Landscape architect and prime Architecture Civil Engineering Cost Estimating Water Feature Feasibility Total 145,000 2014 Hourly Rates GGN Founding Principal Kathryn Gustafson Principal Bernie Alonzo Senior Associate Associate Kara Weaver Designer Administration GBA Principal Project Designer Project Manager Project Architect Intern Administration MKA Jon Magnusson Ron Klemencic Senior Principal (SVP) Principal (VP) Senior Associate Associate Senior Engineer Engineer Senior CAC/BIM Specialist CAD Specialist Administration SEATTLE & WASHINGTON, DC TEL 206.903.6802 WWW.GGNLTD.COM Brett Baba Francesco Borghesi Maureen O'Leary Andy Brown 1932 FIRST AVENUE SUITE 700 SEATTLE, WA 98101 $265-$300 $175-$225 $150-$175 $125-$150 $75-$125 $75-$125 $180 $140 $140 $85 $65 $50 $325 $325 $250 $225 $195 $175 $155 $125 $130 $100 $90 1054 31ST ST NW SUITE 210 WASHINGTON, DC 20007 GUSTAFSON GUTHRIE NICHOL DCW Managing Director Specialists Cost Planners Administration CMS President Principal Associate Principal Associate Senior Designer Designer Drafter Clerical Trish Drew $185-$225 $150-$185 $95-125 $65-85 $175 $155 $135 $125 $110 $85 $65 ' $45 2 BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. For Meeting of: 3/18/2014 ITEM TITLE: Resolution authorizing a Professional Services contract with Gustafson Guthrie Nichol LTD (GGN) not to exceed $145,000 to prepare design plans for a downtown central plaza. SUBMITTED BY: Tony O'Rourke, City Manager Joan Davenport, Strategic Project Manager Sean Hawkins, Economic Development Manager SUMMARY EXPLANATION: The Yakima City Council has established that redevelopment of the Yakima Downtown Area is an Economic Development priority. A central part of the strategy for the revitalization of the Downtown area is a central plaza, referred to as a "game changer". In order to more fully assess the opportunity for a downtown plaza and related parking issues, this contract with Gustafson Guthrie Nichol LTD (GGN) provides for at least 3 alternative design plans for the primary plaza site and one design for the alternate site. Following public and Council review, a preferred design concept and cost estimates will be selected and fine-tuned. This information will be used to determine if development of a plaza is feasible and desirable. The contract and scope of work attached are in draft form. The final versions will be provided to Council at the March 18 Council meeting. Resolution: X Other (Specify): Contract: X Start Date: Item Budgeted: Yes Funding Source/Fiscal Impact: Strategic Priority: Insurance Required? Yes Mail to: Phone: Ordinance: Contract Term: End Date: Amount: $145,000 Economic Development APPROVED FOR SUBMITTAL: RECOMMENDATION: City Manager Approve the Resolution to authorize the City Manager to sign contract ATTACHMENTS: Description Resolution for Professional Services Agreement with GGN ❑ draft contract and scope of work Upload Date 3/10/2014 3/13/2014 Type Cover Memo Cover Memo e - UP' IU: Lb AC -ORE, ` CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 08/29/2014 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.- IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER - —. _ _ Pollock Insurance Inc.- _ ._ _- -. P.O. Box 68189 ` Seattle, WA 98168 CONTACT NAME: PHONE - FAX — - — (A/C, No, Ext): (A/C, No): E-MAIL ADDRESS: PRODUCER GUSTA-2 CUSTOMER ID #: INSURER(S) AFFORDING COVERAGE NAIC # INSURED Gustafson, Guthrie, Nichol Ltd 1932 1st Ave, #700 Seattle, WA 98101 INSURER A :Ohio Casualty Group 24082 INSURER B : INSURER C : 08/01/2014 INSURER D : EACH OCCURRENCE INSURER E : 2,000,000 INSURER F : DAMAGE TO RENTEaDoccurrence) PREMISES (E REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRY LTR TYPE OF INSURANCE ASR W SVD POLICY NUMBER (MM DDIYYYY) EXP (MMD D //YYYY) LIMITS A • GENERAL LIABILITY COMMERCIAL GENERAL LIABILITY OCCUR X BZS56245045 08/01/2014 08/01/2015 EACH OCCURRENCE $ 2,000,000 X DAMAGE TO RENTEaDoccurrence) PREMISES (E $ 2,000,000 CLAIMS-MADE X MED EXP (Any one person) $ 10,000 PERSONAL & ADV INJURY $ 2,000,000 GENERAL AGGREGATE $ 4,000,000 GEN'L AGGREGATE -LIMIT APPLIES PER:;, PRODUCTS - COMP/OP AGG $ 2,000,000 7 POLICY dECT LOC $ A AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS SCHEDULED AUTOS HIRED AUTOS NON -OWNED AUTOS BZS56245045 ;/ 08/01/2014 08/01/2015 COMBINED SINGLE LIMIT (Ea accident) $ 2,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (PER ACCIDENT) $ X X $ $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE - USO56245045 - - - 08/01/2014 - 08/01/2015 EACH OCCURRENCE $ 5,000,000 AGGREGATE $ 5,000,000 DEDUCTIBLE - - - - RETENTION $ $ $ A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS Y / N N / A BZS56245045 WA STOP GAP 08/01/2014 08/01/2015 STATU- OTH- TORY LIMITS ER X TWO EL. EACH ACCIDENT $ 2,000,000 E.L. DISEASE - EA EMPLOYEE $ 2,000,000 below E.L. DISEASE - POLICY LIMIT $ 2 000,000 , A Valuable Papers Special Form BZS56245045 08/01/2014 08/01/2015 Limit Ded 25,000 250 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space Is required) Project: Yakima Central Plaza City of Yakima, its elected officials, officers, agents employees and volunteers are named Additional Insured as respects work performed by Named Insured. City of Yakima Tony O'Rourke, City Manager 129 North 2nd St Yakima, WA 98901 I CITYYAK SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE eiovI no._ .Q____P ACORD 25 (2009/09) © 1988-2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD