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07-055.00 Gibbs Planning Group: Town Center ImplementationAGREEMENT FOR PROFESSIONAL SERVICES Gibbs Planning GroupllQJL THIS AGREEMENT is made by and between the City of Spokane Valley, a code City of the State of Washington, hereinafter "City" and Gibbs Planning Group hereinafter "Consultant," jointly referred to as "parties." IN CONSIDERATION of the terms and conditions contained herein the parties agree as follows: 1. Work to Be Performed. The Consultant will provide all labor, services and material to satisfactorily complete the attached Scope of Services. A. Administration. The City Manager or designee shall administer and be the primary contact for Consultant. Prior to commencement of work, Consultant shall contact the City Manager or designee to review the Scope of Work, schedule and date of completion. Upon notice from the City Manager or designee, Consultant shall commence work, perform the requested tasks in the Scope of Work, stop work and promptly cure any failure in performance under this agreement. B. Representations. The City has relied upon the qualifications of the Consultant in entering into this agreement. By execution of this agreement, Consultant represents it possesses the ability, skill and resources necessary to perform the work and is familiar with all current laws, rules and regulations which reasonably relate to the Scope of Work. No substitutions of agreed upon personnel shall be made without the written consent of the City. Consultant shall be responsible for the technical accuracy of its services and documents resulting therefrom, and City shall not be responsible for discovering deficiencies therein. Consultant shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in City furnished information. C. Modifications. The City may modify this agreement and order changes in the work whenever necessary or advisable. The Consultant will accept modifications when ordered in writing by the City Manager or designee. Compensation for such modifications or changes shall be as mutually agreed between the parties. The Consultant shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by the City without additional compensation. 2. Term of Contract. This agreement shall be in full force and effect upon execution and shall remain in effect until completion of all contractual requirements have been met. Either party may terminate this agreement by ten days written notice to the other party. In the event of such termination, the City shall pay the Consultant for all work previously authorized and satisfactorily performed prior to the termination date. 3. Compensation. The City agrees to pay the Consultant on a time and materials basis in accordance with the attached fee schedule as full compensation for everything done under this agreement, not to exceed $ 25,000 for work directed by the City. 4. Payment. The Consultant shall be paid monthly upon presentation of an invoice to the City. Applications for payment shall be sent to the City Clerk at the below stated address. Agreement for Professional Services Page 1 of5 Gibbs Planning City Ccntcr Plan /1/1'7— -6 3�— `1'he City reserves the right to withhold payment under this agreement which is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the Scope of Work, City Standards, City ordinances and federal or state standards. Notice. Notice shall be given in writing as follows: TO THF.. CiTY: TO THE CONSULTANT: Name: Christine Bainbridge, City Clerk Name: Robert J. Gibbs Phone Number: (509)921 -1000 Phone Number: (248) 6424800 Address: 11707 East Sprague Ave, Suite 106 Address: 330 East Maple Street, No. 310 Spokane Valley, WA 99206 Birmingham, MI 48009 6. Applicable Laws and Standards. The parties, in the performance of this agreement, agree to comply with all applicable Federal, State, local laws, ordinances, and regulations. 7. Relationship of the Parties. it is understood, agreed and declared that the Consultant shall be an independent Consultant and not the agent or employee of the City, that the City is interested in only the results to be achieved, and that the right to control the particular manner, method and means in which the services are performed is solely within the discretion of the Consultant. Any and all employees who provide services to the City under this agreement shall be deemed employees solely of the Consultant. The Consultant shall be solely responsible for the conduct and actions of all its employees under this agreement and any liability that may attach thereto. 8. Ownership of Documents. All drawings, plans, specifications, and other related documents prepared by the Consultant under this agreement are and shall be the property of the City, and may be subject to disclosure pursuant to RCW 42.56 or other applicable public record laws. 9. Records. The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of the Consultant's records with respect to all matters covered in this contract. Such representatives shall be permitted to audit, examine and make excerpts or transcripts from such records and to make audits of all contracts, invoices, materials, payrolls and record of matters covered by this contract for a period of three years .from the date final payment is made hereunder. 10. 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. No i. imitation. 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 Scope of Insurance. Consultant shall obtain insurance of the types described below: 1. 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. Agreement for Professional Services Page 2 of 5 Gibbs Planning City Center Plan 2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations. independent contractors and personal injury and advertising injury. The City shall be named as an insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 4. Professional Liability insurance appropriate to the Consultant's profession. 13. Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: 1. .Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with Waits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 3. Professional .Liability insurance shall be written with limits no less than $1;000,000 per claim and $1,000;000 policy aggregate limit. C. Other insurance Provisions. The insurance policies -are to contain, or be endorsed to contain, the following provisions for Automobile Liability, Professional Liability and Commercial General Liability insurance: I . The Consultant's insurance coverage shall be primary insurance as respect 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 contribute with it. 2. Cancellation of Consultant's insurance shall be governed by either: a. the policy shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty days prior written notice by certified mail, return receipt requested, has been given to the City, or b. the Consultant shall provide at least 30 days prior written notice by certified mail, return receipt requested of a cancellation. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A: V Cl. E. Evidence of Coverage. As evidence of the insurance coverages required by this contract, the Consultant shall furnish acceptable insurance certificates to the City at the time the Consultant returns the signed contract. The certificate shall specify all of the parties who are additional insureds, and will include applicable policy endorsements, and the deduction or retention level. insuring companies or entities are subject to City acceptance. if requested; complete copies of insurance policies shall be provided to the City. The Consultant shall be financially responsible for all pertinent deductibles, self-insured retentions, and/or self- Agreement for Professional Services Page 3 of 5 Gibbs Planning City Center Plan insurance. 11. Indemnification and Hold Harmless. The Consultant shall defend, indemnify and hold the City, its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages; losses or suits including attorney fees, arising out of or in connection with the performance of this agreement, except for injuries and damages caused by the sole negligence of the City. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent neg] igence of the Consultant and the City, its officers; officials, employees, and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial Insurance. Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of the agreement 12. Waiver. No officer, employee, agent or other individual acting on behalf of either party has the power, right or authority to waive any of the conditions or provisions of this agreement. No waiver in one instance shall be held to be waiver of any other subsequent breach or nonperformance. All remedies afforded in this agreement or by law, shall be taken and construed as cumulative, and in addition to every other remedy provided herein or bylaw. Failure of either party to enforce at anytime any of the provisions of this agreement or to require at any time performance by the other party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this agreement or any part thereof. 13. Assignment and Delegation. Neither party shall assign, transfer or delegate any or all of the responsibilities of this agreement or the benefits received hereunder without first obtaining the written consent of the other party. 14. Subcontracts. Except as otherwise provided herein, the Consultant shall not enter into subcontracts for any of the work contemplated under this agreement without obtaining prior written approval of the City. 15. Confidentiality,. Consultant may, from time to time, receive information which is deemed by the City to be confidential. Consultant shall not disclose such information without the express written consent of the City or upon order of a Court of competent jurisdiction. 16. Jurisdiction and Venue. This agreement is entered into in Spokane County, Washington. Venue shall be in Spokane County, State of Washington. 17. Cost and Attorney's Fees. In the event a lawsuit is brought with respect to this agreement, the prevailing party shall be awarded its costs and attorney's fees in the amount to be determined by the Court as reasonable. Unless provided otherwise by statute; Consultant's attorney fees payable by the City shall not exceed the total sum amount paid under this agreement. 18. Entire Agreement. This written agreement constitutes the entire and complete agreement between the parties and supercedes any prior oral or written agreements. This agreement may not be changed, modified or altered except in writing signed by the parties hereto. 19. Anti - kickback. No officer or employee of the City, having the power or duty to perform an official act or action related to this agreement shall have or acquire any interest in this agreement, or have Agreement for Professional Services Page 4 of 5 Gibbs Planning City Center Plan solicited, accepted or granted a present or future ga favor, service or other thing of value from any person with an interest in this agreement. 20. Business Registration. Prior to commencement of work under this agreement, Consultant shall register with the City as a business. 21. Severability. If any section, sentence, clause or phrase of this agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause or phrase of this agreement. 22. Exhibits. Exhibits attached and incorporated into this agreement are: 1. Scope of services 2. Insurance Certificates IN WITNESS WHEREOF, the parties have executed this agreement this 'L2j day of 6t 21 , 2007. CITY OF SPOKANE VALLEY: cc-- Davi ercier, Manager ATTE Bainbridge, City Clerk Consultant: tom+• Robe J. Gibbs, resident Tax lI) No. op REDACTED APPROVED AS TO FORM: r ce oftje�City Attorn This document contains confidential tax information and has been redacted pursuant to RCW 82.32.330. You may petition for a review of our findings pertaining to any redacted or withheld documents pursuant to Spokane Valley Municipal Code (SVMC) 2.75.080; and obtain judicial review pursuant to RCW 42.56.550. Agreement for Professional Services Gibbs Planning City Center Plan Page 5 of 5 GIBBS PLANNING. GROUP 2 July 2007 Ms. Deanna Griffith Admin - Community Development City of Spokane Valley 11707 E. Sprague Ave., Suite 1.06 Spokane Valley, Washington 99206 Dear Ms. Griffith: On behalf of Gibbs Planning Group, Inc. (GPG), I am pleased to respond to your request for retail consulting services for your proposed Spokane Valley town center. It is my understanding that you are seeking for GPG to assist you in implementing your master plan. Please find below a summary of my proposed scope of services and fees: Scope of Services: GPG will assist the City in selecting potentially qualified developers to purchase and implement the town center. Specifically, GPG will: • Research local, regional and national developers with experience in building and managing town centers similar to the proposed town center. • Prepare a list and description of the above potential developers. • Assist the City in making a short list of potential developers. It is understood that the City may not want to remove any potential developers at this stage. • Make contact and /or meet with the potential developers to present Spokane Valley's town center and to gain an understanding of the developer's potential interest in the project. • Prepare a Memo summarizing the above meetings and discussions. • Assist the City in preparing a plan to option, lease or purchase the proposed town center property. • Assist the City in preparing a RFP for potential developers. • Assist the City in reviewing development proposals. It is understood that the City may or may not seek proposals. • Coordinate the purchase and implement with a preferred development team. In addition, GPG will be available to participate in conference calls or to attend meetings with the City as mutually agreed upon. Proposed Fees: Based upon my understanding of your needs, I propose consulting with you on a $250 per hour, or $3,500.00 per diem basis. GPG's fees shall not exceed Twenty - Five Thousand Dollars, without prior approval from the City. In addition to the above fees for services, all costs for reproduction, travel, and lodging shall be billed at direct cost. Limits of Scope of Services: The services described and provided by (GPG) in this agreement are for consulting services only and should not be used as the sole basis of land purchases, sales, development, financing, leasing, design, planning or construction. In addition, the 330 E. Maple Street No. 310 Birmingham. Michigan 48009 RETAIL CONSULTING + TOWN PLANNING + MARKET RL'SEARCH Tel. 248.6424800 Fax. 248.642-5758 gibbcplanning.com F ' following items are not included in this proposal: Environ ental Analysis for toxic or contaminated site conditions, Architectural Design, Engineering or teal Estate brokerage services. Conditiorts of Agreement. a. GPG will begin services as described by this proposal upon receipt of a -norn- refundable retainer (see below). This retainer will he deducted from the final invoice for services completed by this proposal. b. This proposal will be valid for 30 days from today's date. C. GPGs responsibilities for any damages or losses resulting from the services completed pursuant to this agreement shall be limited to $1,000.00. - If you agree with the terms, fees and conditions of this proposal please sign below and return an original, copy with a $1,000.00 retainer cl?e�--k made out to GIBB PLANNING GROUP, INC., sothat we may begin assisting you in the near future. Sincerely, GL3BS PLANNING CYROUT, INC, sa�ir� gate �.�!*...CL�. -- ?'!! `4 A ............................. Robert J. Gibbs President ------ ' ...... .........�;*,- ..,..,...,,.. Repnr�er�Qr On Your Side NSC2 7/16/2007 10:42:41. AM PAGE 2/003 Fax Server ACORDM CERTIFICATE OF LIABILITY INSURANCE 07)1812007 IMMOONVVY? PRODUCER James Robert Ross AGENCY THIS CERTIFICATE 18 188UED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 2228 S MILFORD RD HIGHLAND MI 46357.4932 HOLDER. THIS CERTIFICATE DOES NOT A69END, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. I POUCYN!AMIBER . INSURERS AFFORDING COVERAGE NAICO L49URGD fNiURER& NATIONWIDE MUTUAL INSURANCE COMPANY 02358 ROBERT GIBBS PLANNING GROUP INC ' _ 03/2612006 240 MARTIN ST INSURFRC: P;r -MISTS Istl oee,.Lnm BIRMINGHAM )VII 48009.33B2 INSUReRD: INAJRER E: I w• i•u r i•�ci s-I THE POLICIES OF INSURANCE LISTED EELOWHAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. N0IWITHSTANMNO ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAK THE INSURANCE AFFORDED BY THE POLICES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EXCLUSIONS AND CONDITION& OF SUCH P OLI CIE S. AGGRE GATE LIMITS SH OWN MAY HAVE BEEN REDUCED BY PAID CLA D•I S• 1•t R OD L' I POUCYN!AMIBER I POLICYEr►.CTVE POLICY EXPIRATION LIMITS A GENERAL LIABILITY ACP Br OM 5802493022 03/28/2007 03/2612006 EACNOCCURR?.vcE i a 1,000,000 P;r -MISTS Istl oee,.Lnm 9 300,000 CON,NERC%L GENERAL L'AMLITY CLAWSMADE 0 OCCUR IASOEXP n' ene 61000 PERSONAL & ADV INJURY S 1,000,000 OENL!RALACKRECIATE S 2,000,000 0611-L AGGAEGATE:.IMITA?PUESPER, ( � 1 1 PRICY P ? x LOC PRODUCTS- OOMPJOPAGO 6 ?.,O00.000 AVi'OMOBILELIM1ILTTY AvYAUTO 00%1OWEDUINOLEUYJT f-00000OV) S HCC(LYtV1JRY F er peleen l S ALL OA',vE0 All TOE SC<tiEDULL'0 AL 110£ 30:)ILY INIJRY Fe•eww'II) 9 .41:ZD AUTOS NOY- OA'NEDAUIW ?R0PFRTYDAMAQ Fa' OCd0a51) 9 I GARACKLIABILITY - AUTO ONLY. EAACCIDENr S OTHERTHAV EAAOC 3 ANYAUTO I S AUTOCNLY- AGG EXCE913,VMBRELLALIABILITY OCCUR CI C6AINAMADE EACMOCCURRJVCE S AGGREOA'TL' D 9 9 0EDUCTi3LE 9 RETEN71ON 9 WORKERS COWiNGAT10NAND E.MP L DYER O' L IA9ILRY H.L. EACM ACCIDENT 4 AVYPROPRIETCRJPARiNER,EXECU77VF CFFI0 ir4ch13 R EXO_UOEJ? EL 015'_A5E - EA EMPLOYEE S If ree. AW09ao urt0n SP CMP.R(MSICNSDwo. J Et. DI&= A6E- POLICY W.41T 1 6 On1 ER D i SCRIPTION OF O?iRATION BJ L OCAT10N21 VE)II CLE9 J EYCLUBIONB ADDED BY ENDORBEMENTI SPECIAL PR OVIMON 9 City of Spokane Valley Is a certificate holderfor the above listed policy. -nn-- -L-wcn I.. MIN L. C L Lst I I VPT City of Spokane Valley OWOULD ANY OFTNE ARM DEBCRIBEOPOLIC "ViCANCELLiORNFORSTNEEXPIRATION DArl! TNtREOF, THE 19OUDNO INOURER %VILL ENDEAVOR TO MAIL 10 OAYO IYRITTI]J 11707 E Sprague Ave, Ste 106 NOTICI TO M! CENTVICATE HOLD" NA\TEO TO TN! LE", IlUr FAILUIIC TO DO SO 6NALL Spokane Valley WA 99206 IMPOUS NO OBLIGATION OR LIABILRY OF ANY KIND UPON TNi INUURER, III) AUENTTi OR AUTNORIZYD REPRE9YNTA1IVE Kaleena Williams ACORO 23(2001108) OACORD CORPORATION 1988 J r ' y Elsie(rnKd { RD,, O5f2: pROp ER THIS CERTIFICFATZ IS ISSUED AS A MATT I -!R OF INFORMATIOR ONLY AND CONFERS NO RIGHTS^ UPON THE CERTIFICATE Leatzow Insurance HOLDER- THISCEkTIFICATEDOESMOT AMEND• DOR ALTER THE COVERAGE AFFORDED BY THE POLICY SELOW- 2 01 W, 22nd Street Suite 2013 COMPANIES AFFORDING COVERAGE. - Qak." *ook, IL 60 ,523 CMAP rlY New Hampshire Insurance Company .. '- .. -..., INSURED.-! -., ? COMPANY 336 E- Maplc Street COMPAhRY #310 c Birmingham, Ml 45009 COMPAK-T D THIS IS TO CEk rl FY THE POLICIES OF INSURANCE LISTED SELO'Ar H.AV= °.EEM ISSUED TO THE IN 13l11REG NAA+,ED A$O \C- FOR THE POLICY PERL'OV INDICATED. NOT'A' ITHSTANDI rdG AMY REOIJIREMEfJT, TERM OR CONDITIOA OF ANY r ONTRACT OR OTH ER DOCUMENT VY ITH RESPECT TO WHICH TMIS CERTIFICATE HAY BE I$SUEO OR MAY PERTAI", THE IiJSUkANCE AFFORDED BY THEE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS. EX{'.LUSLCNS AND CONDIl'ION$ OF SUCH POLICIES, LJM- IITS,SHUN" PApY HAVE [SEEN kEOUCED BY PA10 CLAIMS. co POLICY EEFFECTIVE POL.ICYEXPIRATIUK LIMITS TYrEOFINSURA#�G POLICY'LIUhS6Ef2 DATE (i:11`411ONY1 BATE(E�'MIDDM) LTR GENERAL LIABILITY BODILY INJURY OCC S COr,6PREFE0SIVEF0Rfd BODILY INJURY AGG S PRF•MISGSfOPERgrioris FROPFRTY GAMAGE OcC 9 UNDrERGROUNa PAOPER7Y DAMAGE AGC 5 EXPLOSION COLLAPSE RAZARO PRQDtr_T&CGPWATED OPER DOES NOT APPLY BI & PD CQMEnME0 OGG 5 CONTRACTUAL 61 & PP COMBINED AGG 5 - INQEPF11DENTCONI'RACTORS PEIRgWdi INJURY AGG S �• 13ROA0 Fo RtA PROPERTY DAr,%GE - PERSOLQAI INJL'IRY ., y - AUTOI-ipB15B LI�IBILIYY , - - u. -._ .- . .- - 4PE%r PY Uf ), - _ {Per Pervati). ... -.. r .._ . oqY AUTO . _ .. - _ �.•• - BODILY INJURY ALL OWNED AUTOS(Prlvele Pass) fPer Acdcknd) ALL OWNEDAUrM' DOES NOT AMPLY iD[iier Ulan Prive!9 P899en9erl', PROPERTY drxMAGE $ HIRED AUTOS ' BODILY 134JURY W- U!0r,IZD AUTOS PROPERTY D� MM F 6 RAq3B LIABILITY COF�MED' 0EIIESS LEAHILIl'F EACH OCCLI9;ENCE •. , S Bi42I.LAfQR1{ bob �NOTAPPLY �.cC+RECITE HER THAN UMe�L1.A FORM WC T S GTR 17(} WdRIERS COMPF;RSATIOM f - P,� a6 EMELO'i �-_T LIAGiUTf Et EACH ACCIdRMf THE PROPRIUFO + INCL DOES NOT APPLY EL DISEASE - POLICY LIMIT � PAFrTNERVE31ECUFYJ F1 E}Cfit �L DIS EASE -F.A EMPLOYEE $ OFFMRSARE= o7r[L:FS 1,000,000 B2CI7 CGaIrI'I A Professlonai 004090504 11812007 1f8� 008 1,000.400 agg .regate Liability DESCRIPTION OF OP ERA7ION3 +LQCATIONSNEHIClE<$iSPECIAL ITEMS Re' S pia guelApple ay Corridor Retail Consulting CERTJFICATE KOLDER CANCEUATION The City of Spokane Valley SHOUTD ANY OF THE ABDVEDESCRIBED POLICIES OF. CANCeLLEOBEFORET12 Attn: Chrlstlne Bainbridge ECPIR4TIOMDATC THEREOF. THE ISSULNGCOriPANY4 %IJLL GrIDEAVORYOW411. 84 L)AY$ V%,R(ITE& NOTICET0'rHE CERSIFIU.'I'EHOLDER RarAEDTO THE LEFT, r 11X07 East Spague Avcr�ue BUT r•AILUPE TO MAIL SUCH NOTICE SHALL IIdPOZF; NO ObtIGATIQN OR LIr31LrrY OF Suite 106 fNYKIND UPON THE COMPANY. ITS AGEK -rs0 i FZ-PRESEK- rATIvF•$. Spokane Valley, VVA 99206 AUTF40RIdREFRESENTpTIVE • # ,; LEATZOVV IN UPIANQE c .CORD CORPORATJON 1988 .t AC 25-N 11JSP