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07-058.00 ClearPath: City Center NegotiationsAGREEMENT FOR PROFESSIONAL SERVICES ClearPath, LLC i T1 9S AGREEMENT is made by and between the City of Spokane Valley, a code City of the State of Washington, hereinafter "City" and ClearPath, LLC, hereinafter "Consultant" jointly referred to as "parties.'' IIN CONSiI)ERATION 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. R. 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. \To 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 therefrorn, 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 $35,000.00 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. The City reserves the right to withhold payment under this agreement which is determined in the Agreement for Professional Services City Center Negotiations - ClearPath Page t of 5 617 - 6-S 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. 5. Notice. 'Notice shall be given in writing as follows: TO THE CITY: TO THE CONSULTANT: Name: Christine Bainbridge, City Clerk Phone Number: (509)921 -1000 Address: 11707 East Sprague Ave, Suite 106 Spokane Valley, WA 99206 Name: Rob Larsen Phone Number: (206) 235 -5588 Address: 815 Western Ave., Suite 300 Seattle, WA 98104 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 datnage 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 Limitation. 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, 2. Commercial General Liability insurance shall be written on iSO occurrence Agreement for Professional Services Page 2 of 5 City Center Negotiations - ClearPath 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 laces of the State of Washington. 4. Professional Liability insurance appropriate to the Consultant's profession. B. Minimum Amounts oflnsurance. 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 limits 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: 1. The Consultant's insurance coverage shall be primary insurance as respect the City. A.ny 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 AN11. B. 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- insurance. Agreement for Professional Services Paae 3 of 5 City Center Negotiations - ClcarPath 1 l . 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 negligence of the Consultant and the City, its officers, officials, employees, and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's negligence. 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 by law. Failure of either party to enforce at any time 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 tinder 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 Count', 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 supersedes 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 solicited, accepted or granted a present or future gift, favor, "service or other thing of value from any person Agreement for Professional Services Page 4 of 5 City Center Negotiations - ClearPatlt with an interest in this agreement. 20. Business Resistration. 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 2007. / 0.00� - �� CConlul'�; CITY OF SPOKANE VALLEY: r ---=�— 0 e `- David MerciqEEni anager ATTEST: h'ristine Bainbridge, City Clerk REDACTED APPROVED AS TO FORM: Office o e City Att y 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 Page 5 of 5 City Center Negotiations - C1earPath day of The City of Spokane Valley City Center Property Negotiations SCOPE OF SERVICES Phase 2 Project Overview The City of Spokane Valley (City) is developing a subarea plan and development regulations to establish a framework for revitalizing the Sprague /Appleway corridor. A priority for the City is to locate, plan and develop a City Center in the vicinity of Sprague Avenue and University Road. This project requires consulting services to assist the City in working with property owners to determine their level of interest in creating a City Center. ClearPath, LLC (ClearPath) will act as the City's key strategic advisor and consultant team lead in all City Center negotiations and deal structuring, as directed by the City. The tasks completed under this contract are considered to be the second phase. Primary actions taken in the second phase will solidify collaboration with the Library and Fire District in the siting of those facilities. To identify the optimal approach for the City to control the land for the City Center, three alternative acquisition and development scenarios will be explored. This phase will conclude with one selected course of action to control the land. Other related tasks will be carried out to support these primary tasks. After ClearPath completes the tasks identified in this Scope of Services, a new Scope of Services will be developed as needed for a third phase. The third phase will further solidify the Conceptual Master Plan and timing with the Library. This phase will focus on further implementation of the land acquisition alternative decided in Phase 2. A community communications plan will also be developed and implemented to encourage strong community support. Work Program The following task list describes the services to be carried out by ClearPath for Phase Two. As the project proceeds, the task list may be modified as directed by the City. ClearPath shall inform the City immediately if City directed task modifications impact their ability to complete the below identified tasks within the Phase 2 budget. Task 1. Communicate During Phase Two of the Project, ClearPath will continue to have clear and regular communications with City Council and Staff. Actions of this task will include: • Establish the path forward o ClearPath will complete the Master Process and Plan graphic and discuss how this visual representation depicts the way everything will come together. ClearPath will brief City Staff on a regular basis about the progress being made. • Charter the effort o ClearPath will work with the City to pre - develop the Charter document. The Charter will include the City's Vision, Mission and Values as they relate to this project, as well as topics such as Desired Outcomes, Roles and possible Barriers. • Hold an Executive Session on valuation and acquisition approaches to land assembly, if needed. • Meet with City Staff (and Council) in a public session to get final approval on the land assembly approach. • Establish orientation for City Hall and Library o ClearPath will hold a meeting with City and the Library to collaboratively develop a conceptual Siting plan. ClearPath will then brief the Council on the meeting and the current status of the relationship and Siting status with the Library. Task 2. Establish Detailed Site Plan for Public Uses ClearPath will lead, guide and make recommendations to the City about the proposed site. In Phase 3, ClearPath will provide the actual Site Plan. ClearPath will do the following as it relates to the site plan: • Establish the spatial relationship between City Hall, Fire District & Library (site planning) • Organize and lead a meeting or call with the City's consultant team to reach agreement on the strategy, phasing, targeted uses, site plan, etc. • Establish the non -civic uses for the site • Create a desired use mix for the project • Communicate with tenant prospects, as needed • Make Master Plan recommendations to the City Task 3. Select Site In order to select a site, ClearPath's first action will be to ensure full communication and coordination with the Library site search effort. ClearPath will establish regular site selection meetings with the Library and Fire District, which will include discussions about preliminary budgets and schedules. ClearPath will evaluate and communicate land assembly approaches to City Staff and Council. ClearPath will guide Staff and Council to an understanding of value, and the cost benefits of various strategies to control the City Center site. In this Phase, three alternative approaches (A, B, C listed below) will be initially undertaken simultaneously: Alternative A • This alternative tests a development alliance with Mr. Jim Magnuson. o ClearPath will test the Magnuson Alliance and hold two meetings to discuss the feasibility of this option. Alternative B • Alternative B explores the concept of creating a land assembly alliance to option or acquire property without the initial use of City funds. o ClearPath will explore this alternative and, if appropriate, initiate a land assembly alliance. Alternative C • Alternative C initiates discussions and negotiations directly with property owners with the idea of utilizing City capital to acquire and /or option properties. o ClearPath will reconnect with owners through discussions, and if appropriate, begin conversations about negotiations. ClearPath will test each Alternative with the Council and Owners. ClearPath will also maintain open and regular communications with the City about site selection throughout each action in this task. Task 4. Understand Value of Real Estate Worth Each Site Acquisition Alternative (highlighted in Task 3) requires an understanding of market value. Initiation of the appraisal process will provide the basis of value for the City. The appraised value will become the foundation of the City's acquisition approach. ClearPath will do the following actions to lead, support and guide the City in this process: • Develop the Scope for the appraiser • Select an appraiser • Review appraisal and evaluate ramifications . Develop acquisition approaches Task 5. Complete Infrastructure Improvements Plan For this task ClearPath will primarily rely on the City's timeline for the Appleway Extension. ClearPath will hold discussions with the City to best understand the changes on Sprague and the proposed timeline. Task 6. Develop Financing Strategy ClearPath will assist the City where possible to explore financing options for the site acquisition and infrastructural improvements. Task 7. Build Collaborative Team Team building is a critical element to the success of the project. To bring the team together, ClearPath will • Create clarity to goals, deliverables and roles through a project/team Charter (as referred to in Task 1) • Organize and lead the team in establishing project direction (as referred to in Task 2) • Communicate regularly with City Staff, Council and other stakeholders • Direct the energies and outcomes of the team's efforts toward building a broad based community understanding and alliance for the project DOCUMENTS EXEMPT FROM PUBLIC DISCLOSURE The page entitled "Budget" contains confidential cost and rate data and is withheld from public disclosure pursuant to 23 USC 112(2)(F). Prenotification; confidentiality of data. A recipient of funds requesting or using the cost and rate data shall notify any affected firm before such request or use. Such data shall be confidential and shall not be accessible or provided, in whole or in part, to another firm or to any government agency which is not part of the group of agencies sharing cost data under this paragraph, except by written permission of the audited firm. If prohibited by law, such cost and rate data shall not be disclosed under any circumstances. You may petition for a review of our findings pertaining to any n pursuant to Spokane Valley Municipal Code (SVMC) 2.75.0E pursuant to RCW 42.56.550.