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HomeMy WebLinkAbout4868Contract Number: Vendor: Subject: Department: File Class: Begin Date: End Date: Review Date: Vault Date: 4868 LORAX PARTNERS Design/Management/Marketing of Park Avenue Plaza Econ Devel LEG 12-1 12/21/2009 04/04/2011 02/O1/2011 Comments : PARK AVENUE PLAZA GARAGE AGREEMENT This professional services agreement is entered into between the City of Bremerton ("City") and Lorax Partners, ("PDMM" — Project Designer, Manager, and Marketing") as follows: 1. PROJECT DESCRIPTION: There are five components of the project and possible four phases: City Owned garage (final stall count to be determined; 175 to 440 stalls) and City Owned plaza will be Phase One; office pad (approximately 12,000 SF) is Phase Two; cinema pad (approximately 43,000 SF) is Phase 3; retail pad (approximately 6,000 SF) is Phase 4. Scope of Work (marketing) will include development of marketing materials (renderings, schematic plans,) to interest purchase of cinema and retail pads. Scope of Work will include complete Construction Documents for Garage and Plaza (Phase One) as well as Conceptual Design for office pad (Phase Two), cinema pad (Phase Three), and retail pad (Phase Four). Conceptual Design elements of Phase 2, 3 and 4 will include documentation of: exit pathways; vertical conveyance; water proofing; structural loads (gravity and seismic); utilities (water, sanitary sewer, storm sewer, gas, power, telephone, cable). The PDMM will enter into separate Contracts with each design professional. The PDMM expects to have contracts with the following design professionals: O Architectural Services O Structural Engineering O Civil Engineering 2. SCOPE OF WORK: PDMM shall be responsible for the following: (i) The preparation of (or causing the preparation o� all design, schematics, plans and specifications, site plans, interior design layouts, grading and engineering plans, studies, reports, plats and other information necessary to carry out the purpose of designing and entitling the Project in preparation for the Project to be released for bid to general contractors. Contract directly with the each design consultant, lead the project vision and manage the design-build process with the design team through the bidding process. The initial estimate for demolition site development and construction of the 350 automobile � garage, plaza, retail and office plaza substructure and utility run, landscaping and plaza amenities is Six Million Eight Hundred Thousand Dollars including tax. That estimate may only be adjusted by written approval of the City Project Manager at the completion of each phase. PDMM shall provide an updated written estimate at the end of each phase. It shall be PDMM responsibility to provide value engineering and design to stay within the approved construction maximum cost allowance. (ii) Provide schematic design drawings for other projects on the site to include: cinema, office pad and retail pad. Bremerton/Lorax Partners Park Avenue Plaza Gara�e Pg 2 of 9 (iii) Construction Drawings. PDMM shall cause the Architect and other design consultants to prepare the Construction Drawings and Detailed Specifications for the Project for the City's Project Manager's review and approval. The intention of the parties is to cooperate in good faith to provide a completed design which meets all Requirements of Law and is consistent with all Project design and cost requirements and the building quality reflected therein. (iv) PDMM shall cause design services to be performed by qualified architects, engineers and other professionals. The following entities are intended to be retained in connection with the Project: a. Architect: Ruffcorn Mott Hinthorne Stine b. Structural Engineer: Exeltech Inc. c. Civil Engineer: Exeltech, Inc. d. Mechanical Design-Build Engineer: Stirrett Johnsen, Inc.& McDonald Miller e. Electrical Design-Build Engineer: VECA In order to complete the Project, DCPM shall have the right to select other professionals as necessary or desirable for the design, permitting, and development of the Project and shall have the obligation to recommend Contractors for the future bidding process. (v) The PDMM shall oversee all design work done by the Architect and other design professionals for the design and development of the Project. PDMM shall expeditiously review design documents during their development and advise on proposed site use and improvements, selection of materials, building systems and equipment and methods of Project delivery. PDMM shall provide recommendations on relative feasibility of construction methods, availability of materials and labor, and time requirements for procurement, installation, construction and factors related to construction costs including, but not limited to, costs of alternative designs or materials, budgets and possible economics. (vi) PDMM shall provide the vision, design, layout and marketing of the Plaza including possible Cinema and Retail Pad for future sale or development. This shall include creation of renderings, site plans and specifications to the pads as necessary to market the sites. (vii) PDMM shall lead the procurement of the bidding process for a contractor. Create a list of potential construction bidders' interest in the Project; establish bidding procedures, issue bidding documents to bidders, conduct pre-bid conferences with prospective bidders and field questions from bidders and issuance addenda as necessary. Work with the City's Project Manager on the future contract document, and then manage the contractor through the completion of the project as an owner's representative. (viii) In consultation with the Project Manager, the PDMM shall oversee the course of construction and shall conduct such inspections and testing of work to insure that the work of each Contractor is being performed in substantial accordance with the Bremerton/Lorax Partners Park Avenue Plaza Gara�e Pg 3 of 9 requirements of the Contract Documents in a good and warkmanlike manner, free of defects and deficiencies in work, and free and clear of all liens. The PDMM shall reject all work which does not conform to the requirements of the Contract Documents and cause corrective action to be taken. (ix) The PDMM shall develop and implement procedures for the review and processing of applications by Contractors for progress and final payments. (x) The PDMM shall secure final close out information from General Contractor to include but not be limited to: warranties, as-built drawings, lien releases, etc. 2.A. MARKETING SCOPE OF WORK: (i) PDMM shall direct the vision of the Project with the intent to sign a future Cinema owner to the completed Cinema Pad on the garage. This effort will include the design, planning and construction of the garage that best serves the needs of the City of Bremerton, but also to maximize the viability of the Pad for the possible future Cinema's requirements and other retail uses. These needs include but are not limited to the following: pedestrian and vehicular access, parking, efficient layout for constructability, visibility and signage, connection to traffic patterns, link to additional retail immediately around the site as well as strong link back to the core of downtown. (ii) Lead the vision, design, layout, marketing and brokerage representation of the Cinema and Retail Pad for future sale or development. This will include, but not be limited to the following: ■ Undertake an active and vigorous program to lease or sale the Pads to first class retail tenants, developers or Cinema owners. ■ Development of renderings, site plans and specifications to the pads as necessary to market the sites. ■ Creation of a brochure for the project and coordination of all necessary functions in the distribution of all marketing materials to local and national brokers, as well as active national Cinema owners and developers. ■ Tour and travel as necessary and approved by the City's Project Manager to meet with Cinema owners, developers and brokers, tour existing facilities and attend national, regional and local ICSC conventions to market the site as appropriate. ■ Cooperate with other brokers and leasing specialists by keeping them apprised periodically on the status of the Project. ■ Promptly respond to any request for retail leasing proposal relating to the Pads, which response shall be forwarded to the City's Project Manager for review and comment before being forwarded to a prospective user or its representatives. ■ PDMM shall advertise availability of the Pads by signage, brochures, circulars, mailings, advertisements andlor by engaging in other appropriate forms of advertising subject to the mutual agreement with the City's Project Manager. Cost shall be paid by the City. Bremerton/Lorax Partners Park Avenue Plaza Gara�e Pg4of9 ■ PDMM shall meet with the City's Project Manager as necessary ar appropriate in order to plan the marketing program for the Pads and to keep the City's Project Manager fully advised as to the status of such program. ■ Coordinate the negotiations of letter-of-intents, leases or purchase and sale contracts from prospective tenants and developers with the City's Project Manager. 3. SCHEDULE (PHASE ONE): Anticipated schedule of the project for City Owned portions (garage and plaza) is as follows: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10 PDMM / City Agreement signed Schematic Design Complete Design Development Complete Construction Documents Complete Out to Bid Bid Complete Demo existing building (separate contract) Bid Award Permit / Bidding / GC Contract Begin Construction Complete Garage & Plaza 31 Dec 2009 31 Jan 2010 15 Feb 2010 8 Mar 2010 8 Mar 2010 8 Mar 2010 15 Apri12010 25 Apri12010 26 April 2010 4 April 2011 4. DISTRIBUTION OF COSTS AND PAYMENT SCHEDULE: The distribution of fees and payment schedule is as follows with reimbursable expenses paid in addition, directly by the City: The total fee for services will be Eight Hundred Thousand Dollars ($800,000) Architectural/Engineering Distribution % Schematic design: 20% Design Development Documents: 25% Construction Documents: 35% Project site review and completion: 20% Project Management, Marketing, Coordination, Overhead Project Management $156,000 Project Coordination, Marketing $234,000 Office expense and overhead $25,000 -Payment to be $22,000 per month for 17 months -Final Billing at project completion of $41,000 TOTAL $385,000 $415,000 Bremerton/Lorax Partners Park Avenue Plaza Gara�e Pg 5 of 9 The PDMM shall submit regular billing statements detailing work performed and amount charged on each task or portion thereo£ The descriptions shall conform to and fall within the categories set out in the Scope of Work and/or Fee Schedule. Upon receipt of a conforming billing statement, the City shall promptly process payment. PROVIDED, HOWEVER, the City reserves the right to prioritize scoped work and accelerate and/or delay work tasks. PDMM shall not perform work beyond the Scope of Work, nor shall be compensated for such work, unless the Scope of Work or amount of compensations is modified in writing signed by the City. 5. PROVIDEI) BY OTHERS: The following are excluded from PDMM Scope of Services: • Surveying • As-built or record drawings. • Geotechnical Consultants • Construction and installation. • Special studies including but not limited to: Water quality analysis, wind studies, environmental impact reports, etc. • Sales tax or any other applicable taxes. • Special permits and fees. 6. INSURANCE: PDMM 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 PDMM, its agents, representatives, employees, sub-consultants or sub-Consultants. Before beginning work on the project described in this Agreement, the PDMM shall provide a Certificate of Insurance evidencing: Automobile Liabilitv insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and Commercial General Liabilitv insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and general aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations/broad form property damage; explosion, collapse and underground (XCU) if applicable; and employer's liability; and Excess Liabilitv insurance with limits not less than 1,000,000 limit per occurrence and aggregate. Professional Liability insurance with limits no less than $1,000,000 limit per occurrence/claim. Bremerton/Lorax Partners Park Avenue Plaza Gara�e Pg 6 of 9 Any payment of deductible or self insured retention shall be the sole responsibility of the PDMM. All required policies shall be provided on an "occurrence" basis except professional liability insurance (if required), which may be provided on a"claims-made" basis. The City shall be named as an additional insured on the Commercial General Liability insurance policy, as respects work performed by or on behalf of the Consultant and a copy of an endorsement that is acceptable to the City, which names the City as an additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all the required insurance policies and endorsements. The City further reserves the right to reject any unacceptable policies and/or endorsements. The PDMM's Commercial General Liability insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. The PDMM's insurance shall be primary insurance as respects the City and the City shall be given thirty (30) days prior written notice by certified mail, return receipt requested, of any cancellation, suspension or material change in coverage. The City also reserves its unqualified right to require at any time and for any reason, proof of coverage in the form of a duplicate of the insurance policy with all endorsements as evidence of coverage. 7. ADDITIONAL TERMS PDMM represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices in effect at the time such services are performed. PDMM represents that it is skilled in the matters addressed in the Scope of Work and is performing independent functions and responsibilities within its field of expertise. PDMM and its personnel are independent Consultants and not employees of the City. PDMM and its personnel have no authority to bind the City or to control the City's employees and other Consultants. None of the benefits provided by the City to its employees, including, but not limited to, compensation, insurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub- Consultants of the Consultant. PDMM will be solely and entirely responsible for its acts and for the acts of Consultant's agents, employees, representatives and sub-Consultants during the performance of this Agreement. The City may, during the term of this Agreement, engage other independent Consultants to perform the same or similar work. As an independent Consultant, PDMM is responsible for its own management. The City's administration and enforcement of this Agreement shall not be deemed an exercise of managerial control over Consultant or its personnel. Bremerton/Lorax Partners Park Avenue Plaza Gara�e Pg 7 of 9 As an independent Consultant, PDMM is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement. These taxes and fees may include but are not limited to State industrial insurance, Business & Occupation, State professional licensing, and City business licensing. If any taxes or fees due the City have been declared delinquent, the City may withhold the delinquent amount, plus any additional charges arising from the delinquency, from any payments due Consultant. All communications regarding this Agreement shall be sent to the parties at the addresses listed below by registered or 1 st class mail, or by personal service, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. City Address 345 6`�' St., Ste 600 Bremerton, WA 98337 PDMM Address Lorq,r �4��h efs [.LL a a3a E. �t/ewfoh Sf, Sea..f�l� �t/!� '1 d'//�? Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be deemed waiver of any other right or power. The failure of the City to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred in one or more instances shall not be construed to be a waiver or relinquishment of said covenants, agreements or options, and the same shall be and remain in full force and effect. Consultant shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. Choice of Law and Venue: This Agreement shall be interpreted according to the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court. Either Party may terminate this Agreement by sending a written notice. In the event of such termination, PDMM will be entitled to receive payment for all work performed to the date of the termination, and PDMM will refund any money that they may have received in advance of work that they and for their consultants have not performed up to the time of the termination. Neither party will be liable for indirect, consequential or punitive damages, nor for lost profits. Upon termination, the City has the right to assume any and all subcontracts of PDMM on the project and ownership of all materials generated therein. Bremerton/Lorax Partners Parlc Avenue Plaza Gara�e Pg 8 of 9 The provisions of this Agreement are severable and the invalidity of any provision of this Agreement will not affect the validity of the remaining provisions of this Agreement. No failure or delay of either party to exercise any power given under this Agreement or to insist upon strict compliance by the other party of any obligations will constitute a waiver of any of the party's rights to demand exact compliance with the terms of this Agreement. This Agreement will be binding on the heirs, executors, administrators, successors and assigns of the respective parties. This Agreement contains the complete agreement and understanding between the parties and supersedes all prior oral or written proposals, agreements or communications with respect to the subject matter of this Agreement. This Agreement may only be modified in writing signed by both parties. Any individual signing this Agreement on behalf of an entity, represents and warrants that they have the authority to execute this Agreement and that this Agreement will be binding. CITY OF BREMEItTON � Signed ����� Title LO 'I' ERS Signe �Iev�clo�w� ��r�e� Title �a-aioq Date IZ�ZI•0�' Date Bremerton/Lorax Partners Park Avenue Plaza Gara�e Pg 9 of 9