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CITY OF AUBURN AGREEMENT FOR
CONSULTING SERVICES
City Hall Remodel
THIS AGREEMENT made and entered into on this 2G 4- day of February, 2010, by
and between the City of Auburn, a municipal corporation of the State of Washington, hereinafter
referred to as "City" and Dorbritz Architects, hereinafter referred to as the "Consultant."
WITNESSETH:
WHEREAS, the City is engaged in or readying itself to be engaged in its project of
interior space designing for City Ha11, and is in need of services of individuals, employees or
firms for architectural services for work on said project; and
WHEREAS, the City desires to retain the Consultant to provide certain services in
connection with the City's work on said project; and,
WHEREAS, the Consultant is qualified and able to provide consulting services in
connection with the City's needs for the above-described work/project, and is willing and
agreeable to provide such services upon the terms and conditions herein contained.
NOW, THEREFORE, the parties hereto agree as follows:
l. Scope of Services.
The Consultant agrees to perform in a good and professional manner the tasks described
on Exhibit "A" attached hereto and incorporated herein by this rEference. (The tasks
described on Exhibit "A" shall be individually referred to as a"task," and collectively
referred to as the "services.") The Consultant shall perform the services as an
independent contractor and shall not be deemed, by virtue of this Agreement and the
performance thereof, to have entered into any partnership, joint venture, employment or
other relationship with the City.
2. Additional Services.
From time' to time hereafter, the parties hereto may agree to the performance by the
Consultant of subsequent Task phases or additional services with respect to related work
or projects. Any such agreement(s) shall be set forth in writing and shall be executed by
the respective parties prior to the Consultant's performance of the services there under, ~
except as may be provided to the contrary in Section 3 of this Agreement. Upon proper f~
completion and execution of an addendum (agreement for additional services), such v
a d den dum s ha l l be incorpora te d in to t his Agreemen t an d s h a 1 1 have t he same force and
effect as if the terms of such addendum were a part of this Agreement as originally
executed. The performance of services pursuant to an addendum shall be subject to the
executed. The performance of services pursuant to an addendum shall be subject to the
terms and conditions of this Agreement except where the addendum provides to the
contrary, in which case the terms and conditions of any such addendum shall control. In
all other respects, any addendum sha11 supplement and be construed in accordance with
the terms and conditions of this Agreement.
3. Performance of Additional Services Prior to Execution of an Addendum.
The parties hereby agree that situations may arise in which services other than those
described on Exhibit "A" are desired by the City and the time period for the completion
of such services makes the execution of addendum impractical prior to the
commencement of the Consultant's performance of the requested services. The
Consultant hereby agrees that it shall perform such services upon the written request of
an authorized representative of the City pending execution of an addendum, at a rate of
compensation to be agreed to in connection therewith. The invoice procedure for any
such additional services shall be as described in Section 7 of this Agreement.
4. Consultant's Representations.
The Consultant hereby represents and warrants that he has all necessary licenses and
certifications to perform the services provided for herein, and is qualified to perform such
services.
5. Citv's Responsibilities.
The City shall do the following in a timely manner so as not to delay the services of the
Consultant:
a. Designate in writing a person to act as the City's representative with respect to the
services. The City's designee shall have complete authority to transmit
instructions, receive infortnation, interpret and define the City's policies and
decisions with resp.ect to the services.
b. Furnish the Consultant with all information, criteria, objectives, schedules and
standards for the project and the services provided for herein.
c. Arrange for access to the property or facilities as required for the Consultant to
perform the services provided for herein.
d. Examine and evaluate all studies, reports, memoranda, plans, sketches, and other
documents prepared by the Consultant and render decisions regarding such
documents in a timely manner to prevent delay of the services.
6. Responsibilitv Of Consultant.
The Consultant shall be responsible for the professional quality, technical accuracy,
timely completion and the coordination of all studies, analysis, designs, drawings,
specifications, reports and other services performed by the Consultant under this
Agreement. The Consultant shall, without additional compensation, correct or revise any
errors, omissions or other deficiencies in its plans, designs, drawings, specifications,
reports and other services required. The Consultant shall perform its services to conform
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to generally-accepted professional architectural standards and the requirements of the
City.
Any approval by the City under this Agreement sha11 not in any way relieve the
Consultant of responsibility for the technical accuracy and adequacy of its services.
Except as otherwise provided herein, neither the City's review, approval or acceptance of,
nor payment for, any of the services shall be construed to operate as a waiver of any
rights under this Agreement or of any cause of action arising out of the performance of
this Agreement to the full extent of the law.
7. Acceptable Standards. ,
The Consultant shall be responsible to provide, in connection with the services
contemplated in this Agreement, work product and services of a quality and professional
standard generally accepted in the industry by professionals similarly situated in the same
locality.
Compensation.
The Consultant shall be paid by the City for completed work and for services rendered
under this Agreement. Payment for the work provided by the Consultant shall be made
as provided on Exhibit B attached hereto, provided that the total amount of payment to
the Consultant shall not exceed twenty thousand and sevenTy five dollars ($20,075)
without express written modification of the Agreement signed by the City.
The Consultant may submit invoices to the City once per month during the progress of
the work for partial payment for that portion of the project completed to date. Such
invoices will be approved by the City and payment made to the Consultant in the amount
approved.
Fina1 payment of any balance due the Consultant of the total contract price earned will be
made promptly upon its ascertainment and verification by the City after the completion of
the work under this Agreement and its acceptance by the City.
Payment provided in this section shall be full compensation for work performed, services
rendered, and for all materials, supplies, equipment and incidentals necessary to compiete
the work.
The Consultant's records and accounts pertaining to this Agreement are to be kept
available for inspection by representatives of the City and state for a period of three (3)
years after final payments. Copies shall be made available upon request.
9. Time for Performance and Term of Agxeement. t
The Consultant shall perform the services provided for herein in accordance with the
scheduling provided within the Scope of Work Exhibit "A," attached hereto and
incorporated herein by this reference, unless otherwise agreed to in writing by the parties.
The Term of this Agreement shall commence on the date hereof, and shall terminate upon
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completion of the performance of the scope of work and the schedule provided in Exhibit
"A" attacfied hereto or on December 31, 2010, whichever comes first, unless otherwise
agreed to in writing by the parties.
10. Ownership and Use of Documents.
All documents, reports, memoranda, diagrams, sketches, plans, surveys, design
calculations, working drawings and any other materials created or otherwise prepared by
the Consultant as part of his performance of this Agreement (the "Work Products") shall
be owned by and become the property of the City, and may be used by the City for any
purpose beneficial to the City.
11. Access to Records and Reports.
The consultant shall maintain an acceptable cost accounting system. The consultant
agrees to provide the City, or any duly authorized representative access to any books,
documents, papers, and records of the consultant which are directly pertinent to the
specific agreement for the purpose of making audit, examination, excerpts and
transcriptions. The consultant agrees to maintain a11 books, records and reports required
under this agreement for a period of not less than three years after final payment is made
and all pending matters are closed.
12. Continuation of Performance.
In the event that any dispute or conflict arises between the parties while this Agreement is
in effect, the Consultant agrees that, notwithstanding such dispute or conflict, the
Consultant shall continue to make a good faith effort to cooperate and continue work
toward successful completion of assigned duties and responsibilities.
13. Administration of Agreement.
This Agreement shall be administered by, Jan Dorbritz on behalf of the Consultant, and
by the Mayor of the City, or designee, on behalf of the City. Any written notices required
by the ternis of this Agreement shall be served on or mailed to the following addresses:
City of Auburn
Consultant
Auburn City Hall
Jan Dorbritz
Attn: Rob Roscoe
800 Fernwood Pacific
25 West Ma.in
Topanga, CA 90290
Auburn, WA 98001-4998
(310) 455-1264 FAX (310) 455-1837
(253) 931-3000 FAX (253 931-3053
14. Notices.
All notices or communications permitted or required to be given under this Agreement
sha11 be in writing and shall be deemed to have been duly given if delivered in person or
deposited in the United States mail, postage prepaid, for mailing by certified mail, return
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receipt requested, and addressed, if to a party of this Agreement, to the address for the
party set forth above, or if to a person not a party to this Agreernent, to the address
designated by a party to this Agreement in the foregoing manner.
Any party may change his, her or its address by giving notice in writing, sta.ting his, her
or its new address, to any other parry, all pursuant to the procedure set forth in this
section of the Agreement.
15. Insurance.
The Consultant shall be responsible for maintaining, during the term of this Agreement
and at its sole cost and expense, the types of insurance coverages and in the amounts
described below. The Consultant shall furnish evidence, satisfactory to the City, of all
such policies. During the term hereof, the Consultant shall take out and maintain in full
force and effect the following insurance policies:
a. Commercial General Liability insurance, insuring the City and the Consultant against
loss or damages 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, with minimum liability limits of $1,000,000 combined
single limit for personal injury, death or property damage in any one occurrence.
b. Such workmen's compensation and other similar insurance as may be required by
law.
c. Professional errors and omissions liability insurance with minimum liability limits of
$1,000,000. "
d. 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.
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.
16. Other Insurance Provisions.
The insurance policies aze to contain, or be endorsed to contain, the following provisions
for Automobile Liability, Professional Liability and Commercial General Liability
insurance:
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a. 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.
b. The Consultant's insurance shall be endorsed to state that coverage shall not be
cancelled by either party, except after thirty (30) days prior written notice by certified
mail, return receipt requested, has been given to the City.
17. Indemnification.
The Consultant sha11 indemnify, defend and hoid harmless the City and its officers,
agents and employees, or any of them from any and all claims, actions, suits, liability,
loss, costs, expenses, and damages of any nature whatsoever, including attorney fees, by
any reason of or arising out of the negligent act or omission of the Consultant, its officers,
agents, employees, or any of thenn relating to or arising out of the performance of this
Agreement except for injuries and damages caused by the sole negligence of the City. If
a final judgment is rendered against the City, its officers, agents, employees and/or any of
them, or jointly against the City and the Consultant and their respective officers, agents
and employees, or any of them, the Consultant shall satisfy the same to the extent that
such judgment was due to the Consultant's negligent acts, errors or omissions.
18. Assip-nment.
Neither party to this Agreement shall assign any right or obligation hereunder in whole or
in part, without the prior written consent of the other party hereto. No assignment or
transfer of any interest under this Agreement shall be deemed to release the assignor from
any liability or obligation under this Agreement, or to cause any such liability or
obligation to be reduced to a secondary liability or obligation.
19. Amendment, Modification or Waiver.
No amendment, modification or waiver of any condition, provision or term of this
Agreement shall be valid or of any effect unless made in writing, signed by the party or
parties to be bound, or such party's or parties' duly authorized representative(s) and
specifying_ with particularity the nature and extent of such amendment, modification or
waiver. Any waiver by any party of any default of the other party shall not effect or
impair any right arising from any subsequent default.
Nothing herein shall limit the remedies or rights of the parties hereto under and pursuant
to this Agreement.
20. Termination, Breach, and Suspension.
Any violation or breach of terms of this agreement on the part of the Consultant or
Consultant's subconsultants may result in the suspension or termination of this ~
Agreement or such other action that may be necessary to enforce the rights of the parties
of this Agreement. The duties and obligations imposed by this Agreement, and the rights
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and remedies available thereunder shall be in addition to and not a limitation of any
duties, obligations, rights and remedies otherwise imposed or available by law.
a. The City may, upon not less than seven (7) days written notice, terminate this
agreement in whole or in part at any time, either for the City's convenience or because
of the Consultant's failure to fulfill the agreement's obligations. Upon receipt of such
notice, services shall be immediately discontinued (unless the notice directs
otherwise) and all materials as may have been accumulated in performing this
agreement, whether completed or in progress, delivered to the City.
b. If the termination is for the convenience of the City, an equitable adjustment in the
agreement price shall be made, but no amount shall be allowed for anticipated profit
on unperformed services. The Consultant shall be compensated for services
performed prior to termination in accordance with the rate of compensation provided
in Exhibit "B" hereof.
c. If the termination is due to failure to fulfill the Consultant's obligations, the City may
take over the work and prosecute the same to completion by contract or otherwise. In
such case, the Consultant shall be liable to the City for any additional cost occasioned
to the City thereby.
d. If, after notice of termination for failure to fulfill consultant's obligations under this
agreement, it is determined that the consultant had not so failed, the termination shall
be deemed to have been effected for the convenience of the City. In such event,
adjustment in the agreement price shall be made as provided in subsection 18(b).
e. The rights and remedies of the City provided in this clause are in addition to any other
rights and remedies provided by law or under this agreement.
f. The Consultant may terminate this Agreement upon thirty (30) days written notice to
the City if the Ciiy fails to substantially perform in accordance with the terms of this
Agreement through no fault of the Consultant. .
21. Parties in Interest.
This Agreement shall be binding upon, and the benefits and obligations provided for
herein sha11 inure to and bind, the parties hereto and their respective successors and
assigns, provided that this section shall not be deemed to permit any transfer or
assignment otherwise prohibited by this Agreement. This Agreement is for the exclusive
benefit of the parties hereto and it does not create a contractual relationship with or exist
for the benefit of any third party, including contractors, sub-contractors and their sureties.
22. Costs to Prevailing Pariv.
In the event of such litigation or other legal action, to enforce any rights, responsibilities
or obligations under this Agreement, the prevailing parties shall be entitled to receive its
reasonable costs and attorney's fees.
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23. Applicable Law.
This Agreement and the rights of the parties hereunder shall be governed by the
interpreted in accordance with the laws of the State of Washington and venue for any
action hereunder shall be in of the county in Washington State in which the property or
project is located, and if not site specific, then in King County, Washington; provided,
however, fhat it is agreed and understood that any applicable sta.tute of limitation shall
commence no later than the substantial completion by the Consultant of the services.
24. Nondiscrimination.
The Consultant or subconsultants shall not discriminate on the basis of race, color,
national origin, or sex in the performance of this contract. Failure by the Consultant to
carry out this requirement is a material breach of this Agreement, which may result in the
termination of this Agreement or such other remedy, as the City deems appropriate.
25. Captions, Headinizs and Titles.
All captions, headings or titles in the paragraphs or sections of this Agreement are
inserted for convenience of reference only and shall not constitute a part of this
Agreement or act as a limitation of the scope of the particular paragraph or sections to
which they apply. As used herein, where appropriate, the singular shall include the plural
and vice versa and masculine, feminine and neuter expressions shall be interchangeable.
Interpretation or construction of this Agreement shall not be affected by any
determination as to who is the drafter of this Agreement, this Agreement having been
drafted by mutual agreement of the parties.
26. Severable Provisions.
Each provision of this Agreement is intended to be severable. If any provision hereof is
illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect
the validity of the remainder of this Agreement.
27. Entire Apreement.
This Agreement contains the entire understanding of the parties hereto in respect to the
transactioris contemplated hereby and supersedes all prior agreements and understandings
between the parties with respect to such subject matter. ,
28. Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be one
and the same Agreement and sha11 become effective when one or more counterparts have
been signed by each of the parties and delivered to the other party.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
effective the day and year first set forth above.
CITY OF AUB~JRN
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Peter B. Lewis, Mayor
Attest:
Danielle E.- as am, City Clerk
STATE OF WASHINGTON )
) ss.
COUNTY OF )
ON THIS " day of , 200 , before me, personally
appeared and , to
me known to be the and
of the Consultant, the corporation/company that executed the within and foregoing instrument, and
acknowledged said instrument to be the free and voluntary act and deed of said corporation/company, for
the uses and purposes therein mentioned, and on oath stated that they were authorized to execute said
instrument.
GIVEN under my hand and official seal this day of
200
NOTARY PUBLIC in and for the State of
Washington, residing at
My Commission Expires:
Attachments: Exhibit A- Scope of Work
Exhibit B- Schedule of Compensation
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CITY OF AUBURN AGREEMENT FOR
PROFESSIONAL SERVICES
City Hall Remodel
EXHIBIT A
SERVICES:
The Consultant will provide architectural and engineering services for the project, which is for
the tenant reconfigurations within City Hall. The Consultant is responsible for project
administration and management and will include a variety of services including the review of
existing documents, coordination with any needed engineers, document production, permitting,
and construction administration.
With various departments anticipating relocation into the City Hall Annex the remaining space
shall be reconfigured for optimal use. Planning will take a variety of ineetings between the
Consultant and City staff before a proper consensus can be attained. The Consultant shall draft
plans and upon consensus proceed in generating required Construction Documents. The
documents shall include floor plans, reflected ceiling plans, interior elevations, power and
lighting plans (architectural only), cabinetry in concept (no detail fabrication plans),
specifications, materials and color selections.
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CITY OF AUBURN AGREEMENT FOR
PROFESSIONAL SERVICES
City Hall Remodel
EXHIBIT B
FEES:
A total fee of twenty three thousand and one hundred dollars ($20,075) will be charged for
designated services on a time and materials basis. The professional services fee is based on the
following professional hourly rate:
Senior
Designer/Job
Total
Total
Phase
Principal
Designer
Captain Draftsperson
hrs.
fee
Meetings
8 w/
Mayor and Staff
hrs.
5
1
6
value
$625
$95
$720
4 w/
Dept.Heads/Staff
hrs.
4
4
8
value.
$500
$380
$880
4 w/
Consultants
hrs.
4
3
3
10
value
$500
$285
$195
$980
3 w/
Vendors
h rs.
2
2
4
value
$190
$130
$320
Review and CADD Conversion of "As-Bui
lts", completed
2 weeks -NA
hrs.
0
0
0 0
0
$0
$0
$0 $0
$0
Space Planning Concepts
3 weeks
hrs.
6
12
12
18 48
value
$750
$1,140
$780
$810 $3,480
Design Development
2 weeks
hrs.
6
12
12
18 48
value
$750
$1,140
$780
$810 $3,480
Construction Documents
2 weeks
hrs.
9
18
18
27 72
value
$1,125
$1,710
$1,170
$1,215 $5,220
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Construction Adminstration
3 months
hrs. 4 4 6 6 20
value $500 $380 $390 $225 $1,495
Totai Fee Architectural Services 216 $16,575
Allowance for Consulting Engineering Services $3,500
Total Fee Budget $20,075
Contingent Additional Services of the Architect's Consultants and Reimbursable Expenses shall
be computed as a multiple of 1.15 times the amount billed to the Architect.
Consultant shall not invoice for travel.
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