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HomeMy WebLinkAboutSPARLING Inc ORIGINAL AUB'UW? WASHINGTON CONTRACTUAL AGREEMENT FOR PROFESSIONAL SERVICES Name of Contractor SPARLING, Inc. (Audio/Visual Consulting Firm) Address 720 Olive Way, Ste. 1400, Seattle, WA 98101-1853 Telephone / web site 206-667-0555 / www.sparling.com Contact Name/Title Steve Goegebuer, Audio Systems Consultant Telephone / email 206-224-3663 / sgoegebuer@sparling.com Social security /BusinesslD Sparling 0817903 City Contact Laurie Rose, Cultural Arts Manager (253 804-5057) or Jim Kleinbeck, Theater Op. Specialist Description of work: (see Attachment 1) Start date on or about,May 23, 2008 Services to conclude by (date) on or-about Aug. 1, 2008 Work location: Auburn Ave Theater, 10 Auburn Ave., Auburn, WA 98002 Terms of Service The Consultant (Sparling) shall be paid by the City of Auburn monthly for completed work rendered under this agreement. Payment for the work provided by the Consultant shall not exceed Four Thousand, Nine Hundred Seventy Five and no/100s US Dollars ($4,975.00), plus Reimbursable Expenses computed at cost plus 10%. Additional terms and conditions are set forth in Attachment 1. Keys to be issued? Yes No Number of keys issued If working with children or developmentally disabled individuals, are the two required background forms completed and returned to the Human Resources Department? Yes No NA The City may terminate all or part of this contract with or without cause at any time. The City may provide work references for the contractor upon request. The contractor hereby agrees to hold the City harmless from all loss or damage occasioned to it or to any third party or property by reason of any negligent acts or omissions on the part of the Contractor, his or her employees, or persons working directly or indirectly in the performance of the contract including joint acts or omissions, and shall give the City prompt notice of any such damage, loss, or injury. The contractor shall notify and receive approval from the Department Director or designee for any substitutes, changes or cancellations in the above-named performed services. Subcontracting the services of this contract is not allowed unless the Department Director receives prior approval. The Contractor agrees and understands that he/she is an independent contractor and not the agent or employee of the City. The manner and means of providing the professional services herein are under the sole control of the Contractor. The Contractor shall be solely responsible for reporting his/her hours, earnings, income tax, and social security to the applicable federal and state agencies. The Contractor understands that he/she is not entitled to any of the benefits provided by an employer to employees including but not limited to paid leave, health insurance coverage, retirement programs or unemployment insurance. The Contractor agrees to indemnify and hold the City harmless from any claims that may result from allegations that the Contractor is not an independent contractor. Such claims may come from Internal Revenue Service, State of Washington Labor and Industries and like agencies. The Contractor agrees to comply with all governmental requirements necessitated by independent contractor statues including but not limited to the pavme of taxes. _ Department SW C, G 1. T O G F T H C R , I 3 G' . ., x h' T RnfietlMeti'r'?t May 2, 2008 Ms. Laurie Rose City of Auburn Parks & Recreation 910 Ninth St. SE Auburn, WA 98002-6200 Subject: Professional Proposal and Agreement for Acoustical Consulting Services Auburn Avenue Theater Dear Laurie, Sparling is pleased to offer sound system consulting services for the Auburn Avenue Theater project. This letter serves as a proposal of acoustical consulting services and includes a scope of work and resulting fees. SCOPE OF WORK Design and review an "interim" sound reinforcement system serving the public performance area of the Auburn Avenue Theater. The overall system will also incorporate production intercommunication and hearing assist systems. Our tasks and deliverables will include: 720 Olive Way' Suite 140.0 Design & Construction Documents Seattle, Washington • (1) Site visit 98-101-1853 • Investigations, calculations, and budgeting for the "interim" sound reinforcement 206/667-0555 system 800/667-0610 . Bid drawings (2 sets max.) Fax: 206/667-0554 • Bid specifications nwwsparling.coin • Coordination with the Client Post-Bid Construction Administration • Equipment list submittal and exceptions review • Requests for information & coordination • Site review of installed system with final testing and tuning Exceptions/ Limits 1. The process of soliciting and reviewing bids for the work and selecting the successful bidder is not included in this proposal. 2. To reduce design costs, design drawings may consist of clearly-drawn hand sketches on letter or ledger-sized pages as opposed to full-sized CAD architectural-type drawings. 3. To reduce costs, audio contractor submittals are limited to a list of proposed equipment to be provided along with a list of audio contractor exceptions or proposed design deviations, if any. (Normally, the successful bidder is required to submit for review complete shop drawings fully describing the proposed installation, a list of equipment proposed for installation, and full manufacturers' product literature for each major item to be provided. This significantly lengthens the review process by the reviewer, but it provides better evidence of the audio contractor's understanding of the defining project documents.) 4. Additional design drawing sets beyond the quantity indicated above are not included and will be considered as an Additional Service at extra cost. COMPENSATION Sparling proposes Fixed Lump Sum fees of $4,975.00 for this scope of work based on 39 hours of labor. This fee includes a test equipment surcharge of $100.00. Reimbursable Expenses are billed at cost plus 10% handling fee. Reimbursable expenses include printing of owner review sets, out of town travel and living expenses, long distance communication charges, delivery charges, photographic documentation of existing and construction conditions, and similar expenses as listed in the Design Agreement. ADDITIONAL SERVICES Additional services or tasks may be provided at any time during the course of the project as needed to meet project requirements. Sparling will provide an Additional Service Request (ASR) describing the scope and compensation for added tasks. Additional services are provided upon written approval of the ASR from the Client at our standard hourly rates. DESIGN AGREEMENT This document and attachments as noted herein, including Terms and Conditions, represent the entire and integrated agreement between Client and Sparling for this project. The staff at Sparling is looking forward to assisting you with this project. Please call if I can answer any questions or provide additional information. Warm regards, A hael R. Y tis, Pri 1 Y/jkg If these terms are acceptable, please indicate authorization to proceed with this work by signing below and returning one executed original to our office. Accepted by Date Professional Proposal and Agreement for Acoustical Consulting Services Enclosures: Attachment 'A' Hourly Billing Rates Attachment 'B' Terms and Conditions SPARLING Page 2 of 2 SPAKLIN W n K K T01? E T H F c rI I?4, I ATTACHMENT A ACOUSTICAL CONSULTING 2008 - STANDARD HOURLY BILLING RATES PRINCIPAL ACOUSTICAL DESIGN I 200.00 PRINCIPAL ACOUSTICAL DESIGN II 180.00 ACOUSTICIAN I 125.00 ACOUSTICIAN II 115.00 ACOUSTICIAN III 105.00 ACOUSTICIAN IV 95.00 PROJECT SUPPORT STAFF 74.00 AUDIO CONSULTING AUDIO CONSULTANT I 125.00 AUDIO CONSULTANT II 115.00 AUDIO CONSULTANT III 105.00 HOURLY BILLING RATES SUBJECT TO ANNUAL CHANGE JANUARY 1, 2009. S P A K L I N G W O& K T C f-, £ f DI E R ATTACHMENT B: TERMS AND CONDITIONS: These terms and Conditions shall govern this Agreement between Client and Consultant for this Project: Definition: Project, design scope and schedule, professional fees, reimbursable expenses, Client and Consultant are as defined in the preceding cover letter to these terms and conditions. Standard of Care: In providing services under this Agreement, the Consultant shall endeavor to perform in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances. Access to Site: Unless otherwise stated, the Consultant shall have access to the site adequate for activities necessary for the performance of its professional services. The Consultant will take precautions to minimize damage due to these activities, but has not included in the fee offered any cost of restoration of any resulting damage. Hazardous Materials: The Client agrees that the Consultant has no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at the Project site. Cost Estimates: The Cost Estimate, if part of the design scope, is an opinion of probable construction costs. It is recognized that neither the Client nor Consultant has control over the cost of labor, equipment or materials, or over the Contractor's methods of determining prices for bidding. The opinion of probable construction cost is based upon the Consultant's reasonable professional judgment and experience and does not constitute a warranty, express or implied, that the Contractor's bids or the negotiated price of the Work described in the Project will not vary from the Client's budget or from any opinion of probable cost prepared by the Consultant. Submittals: If part of the design scope, the Consultant may review and approve or take other appropriate action on the Contractor's submittals, such as shop drawings, product data, samples and other data, which the Contractor is required to submit, but only for the limited purpose of checking for conformance with the design concept and the information shown in the Construction Documents. The Consultant's review shall be conducted with reasonable promptness while allowing sufficient time in the Consultant's judgment to permit adequate review. The Consultant shall not be responsible for any deviations from the Construction Documents not brought to the attention of the Consultant in writing by the Contractor. Substitutions: Upon request by the Client, the Consultant may evaluate and make recommendations regarding substitutions of materials, products or equipment proposed by the Client's consultants or contractors. The Consultant shall be compensated for these services, as well as any services required to modify and coordinate the Construction Documents prepared by the Consultant with those of the Consultant's subconsultants and the Client's consultants resulting from substitutions as Additional Services. The Consultant also shall be entitled to an adjustment in schedule caused by such additional effort. Requests For Information: If part of the design scope, the Consultant shall provide, with reasonable promptness, written responses to requests from the Contractor for clarification and interpretation of the requirements of the Contract Documents prepared by the Consultant. "Reasonable promptness" shall be within any time limits agreed upon in writing at the start of the Construction Phase of the Project. If no agreement is made concerning the time limit within which written responses to requests from the Contractor as described above shall be furnished, then delay shall not be recognized on account of failure by the Consultant to furnish such written responses until 15 business days after written request is received by Consultant. Certifications, Guarantees and/or Warranties: The Consultant shall not be required to execute any document that would result in its certifying, guaranteeing or warranting the existence of conditions whose existence the Consultant cannot fully ascertain. Dispute Resolution: Any claims or disputes between the Client and Consultant arising out of this Agreement shall be submitted to non-binding mediation. Client and Consultant agree to include a similar mediation agreement with 200735 1 of 2 all contractors, subcontractors, subconsultants, suppliers and fabricators, thereby providing for mediation as the primary method for dispute resolution among all parties. Causes of action between the Client and Consultant pertaining to acts or failures to act shall be deemed to have accrued and the applicable states of limitations shall commence to run not later than the date of Substantial Completion. Billings/Payments: Invoices for services of Consultant shall be submitted on a monthly basis. Invoices shall be due and payable by Client upon receipt without any set-offs, withholdings, discounts or penalties for any reason by Client. If the invoice is not paid within 60 calendar days from date of Consultant's invoice, Consultant may, without waiving any claim or right against the Client, and without liability whatsoever to the Client, terminate the performance of the service. Retainers shall be credited on the final invoice. Late Payments: Accounts unpaid 30 calendar days after the Consultant's invoice date may be subject to a monthly service charge of 1.5% per month on the then unpaid balance. In the event any portion or all of an account remains unpaid 90 days after billing, the Client shall pay all costs of collection, including reasonable attorneys' fees. Indemnification: The Client shall, to the fullest extent permitted by law, indemnify and hold harmless the Consultant, its owners, officers, employees, agents and subconsultants, from and against all damage, liability and costs, including reasonable attorneys' fees and defense costs, arising out of or in any way connected with the performance by any of the parties above named of the services under this Agreement, excepting only those damages, liabilities and costs attributable to the sole negligence or willful misconduct of the Consultant. Limitation of Liability: In recognition of the relative risks, rewards and benefits of the Project to both the Client and Consultant, the risks have been allocated such that the Client agrees that, to the fullest extent permitted by law, Consultant's total liability to the Client for any and all injuries, claims, losses, expenses, damages or claim expenses arising out of this Agreement from any cause or causes, shall not exceed the amount of Consultant's fee under this Agreement. Such causes include, but are not limited to, Consultant's negligence, errors, omissions, strict liability, breach of contract or breach of warranty. Termination of Services: This Agreement may be terminated by the Client or the Consultant upon not less than 7 calendar days' written notice to the other party for the Client's or Consultant's convenience and without cause. This Agreement may be terminated by the Client or the Consultant upon not less than 7 calendar days' written notice to the other party with mutually agreeable subsequent cure period should the other party fail substantially to perform its obligation under this Agreement through no fault of the party initiating termination. In the event of termination, the Client shall pay the Consultant for all services rendered to the date of termination, reimbursable expenses, and reimbursable termination expenses. Claims for Consequential Damages: The Client and Consultant waive consequential damages for claims, disputes or other matters in question arising out of or relating to this Agreement. This mutual waiver is also applicable, without limitation, to all consequential damages due to either party's termination. Ownership of Instruments of Service: The Client acknowledges the Consultant's products of service, including electronic files, as instruments of professional service. All of Consultant's instruments of professional service in whatever form or format produced by the Consultant under this Agreement shall remain the property of the Consultant and may not be used by the Client for any other endeavor beyond this Project without the express written consent of the Consultant. Promotional Materials: The Consultant shall have the right to include representations of the Project, including photographs of the exterior and interior, among the Consultant's promotional and professional materials. The Consultant's materials shall not include the Client's confidential or proprietary information if the Client has previously advised the Consultant in writing of the specific information considered by the Client to be confidential or proprietary. The Client shall provide professional credit for the Consultant in publications and promotional materials for the Project. Design Agreement: This document and attachments serves as the entire and integrated Agreement between Client and Consultant for the Project, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Client and Consultant. End of Terms and Conditions. 200735 2 of 2