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AGREEMENT FOR PROFESSIONAL SERVICES
Auburn Avenue Theatre
THIS AGREEMENT made and entered into by and between the CITY OF AUBURN, a
Municipal Corporation in King County, Washington, hereinafter referred to as "CITY" and ARC
Architects, a corporation, whose address is 1101 East Pike Street, Seattle, Washington 98122-
3915 (Telephone: 206-322-3322), hereinafter referred to as "CONSULTANT."
In consideration of the covenants and conditions of this Agreement, the parties hereby
agree as follows:
1. SCOPE OF WORK.
See Exhibit A, which is attached hereto and by this reference made a part of this
Agreement.
2. TERM.
The CONSULTANT shall not begin any work under this Agreement until
authorized in writing by the CITY. All services and all work product required under this
Agreement shall be completed within 120 calendar days.
The established completion time shall not be extended because of any delays
attributable to the CONSULTANT, but may be extended by the CITY in the event of a
delay attributable to the CITY, or because of unavoidable delays caused by an act of
GOD or governmental actions or other conditions beyond the control of the
CONSULTANT. A prior supplemental Agreement issued by the CITY is required to
extend the established completion time.
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3. COMPENSATION.
The CITY shall pay the CONSULTANT for any completed work on a monthly
basis, per attached Exhibit B, at the actual cost to the CONSULTANT. Exhibit B is
attached hereto and by reference made a part of this Agreement. These charges may
include, but are not limited to the following items: reproduction fees, communication
fees, and mileage. The billing for non-salary costs, directly identifiable with the project,
shall be submitted as an itemized listing of charges supported by copies of the original
bills, invoices, expense accounts and miscellaneous supporting data retained by the
CONSULTANT. Copies of the original supporting documents shall be supplied to the
CITY upon request. All above charges must be necessary for the services provided
under the Agreement.
In the event services are required beyond those specified in the Scope of Work,
and not included in the compensation listed in this Agreement, a contract modification
shall be negotiated and approved by the CITY prior to any effort being expended on
such services or work shall be authorized in writing under the Management Reserve
Fund as detailed in Section 4.
4. PAYMENT
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 fourteen thousand two hundred and
forty eight dollars ($14,248) 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
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date. Such invoices will be approved by the CITY and payment made to the
CONSULTANT in the amount approved..
Final 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 complete 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.
5. RESPONSIBILITY 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 to generally-accepted professional architectural
standards and the requirements of the CITY.
Any approval by the CITY under this Agreement shall 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
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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.
6. INDEMNIFICATION/HOLD HARMLESS.
The CONSULTANT shall indemnify and hold the CITY, its officers, officials,
volunteers, and employees harmless from and shall process and defend at its own
expense any injuries, damages, losses, or suits, including attorney fees or equity arising
in whole or in part from the acts, errors or omissions of the CONSULTANT in
performance of this Agreement, or the CONSULTANT'S negligence or breach of any of
its obligations under this Agreement; provided that nothing herein shall require the
CONSULTANT to indemnify the CITY against and hold harmless the CITY from claims,
demands or suits based solely upon the sole negligence of the CITY, its officers,
officials, volunteers, and employees, and provided further that if the claims or suits are
caused by or result from the concurrent negligence of (a) the CONSULTANT'S agents or
employees and (b) the CITY, its officers, officials, volunteers, or employees, this
indemnity provision with respect to (1) claims or suits based upon such negligence, (2)
the costs to the CITY of defending such claims and suits, etc., shall be valid and
enforceable only to the extent of the CONSULTANT'S negligence or the negligence of
the CONSULTANT'S agents or employees. The provisions of this section shall survive
the expiration or termination of this Agreement.
7. INDEPENDENT CONTRACTOR/ASSIGNMENT.
The parties agree and understand that the CONSULTANT is an independent
contractor and not the agent or employee of the CITY and that no liability shall attach to
the CITY by reason of entering into this Agreement except as otherwise provided herein.
The parties agree that this Agreement may not be assigned in whole or in part without
the written consent of the CITY.
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8. INSURANCE.
CONSULTANT shall procure and maintain for the duration of this 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.
CONSULTANT shall obtain insurance of the types and in the amounts described
below:
1. Automobile Liability insurance covering all owned, non-owned, hired and leased
vehicles, with a minimum combined single limit for bodily injury and property
damage of $1,000,000 per accident. Coverage shall be written on Insurance
Services OfFice (ISO) form CA 00 O1 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 form
CG 00 01 and shall cover liability arising from premises, operations, independent
contractors, and personal injury and advertising injury, with limits no less than
$1,000,000 each occurrence, $1,000,000 general aggregate. The CITY, its
officials, employees and agents 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. Worker's Compensation coverage as required by the Industrial Insurance laws of
the State of Washington.
4. Professional Liability insurance appropriate to the CONSULTANT'S profession,
with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate
limit.
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The insurance policies are to contain, or be endorsed to contain, the following
provisions for Automobile Liability, Professional Liability, and Commercial General
Liability insurance:
The general liability coverage shall also provide that the CTTY, its officers,
employees and agents are to be covered as additional insured as respects: Liability
arising out of the services or responsibilities performed by or under obligation of the
CONSULTANT under the terms of this Agreement, by the CONSULTANT, its employees,
agents and subcontractors.
The CONSULTANT'S insurance coverage shall be primary insurance as respects
the CITY, its officials, employees and agents. Any insurance, self-insurance, or
insurance pool coverage maintained by the CITY, its officials, employees or agents shall
be excess of the CONSULTANT'S insurance and shall not contribute with it.
Each insurance policy required by this section of the Agreement shall be
endorsed to state that coverage shall not be suspended, voided, or cancelled by either
party except after thirty (30) days prior written notice has been given to the CITY by
certified mail, return receipt requested. All insurance shall be obtained from an
insurance company authorized to do business in the State of Washington. Insurance is
to be placed with insurers with a current A.M. Best rating of not less than A:VII.
The CONSULTANT shall furnish the City with original certificates of insurance and
a copy of the amendatory endorsements, including but not necessarily limited to the
additional insured endorsement, evidencing the insurance coverage required by this
section within 14 days of the execution of this Agreement. The CITY reserves the right
to require that complete, certified copies of all required insurance policies be submitted
to the CITY at any time. The CITY will pay no progress payments under Section 3 until
the CONSULTANT has fully complied with this section.
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9. NONDISCRIMINATION.
The CONSULTANT may not discriminate regarding any services or activities to
which this Agreement may apply directly or through contractual, hiring, or other
arrangements on the grounds of race, color, creed, religion, national origin, sex, age, or
where there is the presence of any sensory, mental or physical handicap.
10. OWNERSHIP OF RECORDS AND DOCUMENTS.
The CONSULTANT agrees that any and all drawings, computer discs, documents,
records, books, specifications, reports, estimates, summaries and such other information and
materials as the CONSULTANT may have accumulated, prepared or obtained as part of
providing services under the terms of this Agreement by the CONSULTANT, shall belong to and
shall remain the property of the CITY OF AUBURN. In addition, the CONSULTANT agrees to
maintain all books and records relating to its operation and concerning this Agreement for a
period of six (6) years following the date that this Agreement is expired or otherwise
terminated. The CONSULTANT further agrees that the CITY may inspect any and all
documents held by the CONSULTANT and relating to this Agreement upon good cause at any
reasonable time within the six (6) year period. The CONSULTANT also agrees to provide to the
CITY, at the CITY'S request, the originals of all drawings, documents, and items specified in this
Section and information compiled in providing services to the CITY under the terms of this
Agreement.
il. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER
RESPONSIBILITY MATTERS-PRIMARY COVERED TRANSACTIONS.
The prospective primary participant certifies to the best of its knowledge and
belief, that it and its principals:
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(a) Are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any federal
department or agency;
(b) Have not within athree-year period preceding this proposal been convicted of or
had a civil judgment rendered against them for commission or fraud or a criminal
offense in connection with obtaining, attempting to obtain, or performing a
public (federal, state, or local) transaction or contract under a public transaction;
violation of federal or state antitrust statues or commission of embezzlement,
theft, forgery, bribery, falsification or destruction of records, making false
statements, or receiving stolen property;
(c) Are not presently indicted for or otherwise criminally or civilly charged by a
governmental entity (federal, state, or local) with commission of any of the
offenses enumerated in paragraph "(b)" of this certification; and
(d) Have not within athree-year period preceding this application/proposal had one
or more public transactions (federal, state, or local) terminated for cause or
default.
Where the prospective primary participant is unable to certify to any of the statements
in this certification, such prospective participant shall attach an explanation to this proposal.
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12. TERMINATION OF AGREEMENT.
This Agreement may be terminated by either party upon twenty (20) days
written notice to the other party, and based upon any cause. In the event of
termination due to the fault of other(s) than the CONSULTANT, the CONSULTANT shall
be paid by the CITY for services performed to the date of termination.
Upon receipt of a termination notice under the above paragraph, the
CONSULTANT shall (1) promptly discontinue all services affected as directed by the
written notice, and (2) deliver to the CITY all data, drawings, specifications, reports,
estimates, summaries, and such other information and materials as the CONSULTANT
may have accumulated, prepared or obtained in performing this Agreement, whether
completed or in process.
It is provided, however, that in the event of termination at (a) the discretion of
the CONSULTANT, or (b) for situations such as, but not limited to, unavailability of key
Architect personnel of the CONSULTANT, destruction of project documentation, or
financial issues of the CONSULTANT, compensation shall be limited to the work that will
actually be useful to the City, as determined by and in the sole discretion of the City.
13. GENERAL PROVISIONS.
13.1. This Agreement shall be governed by the laws, regulations and
ordinances of the City of Auburn, the State of Washington, King County, and
where applicable, Federal laws.
13.2. All claims, disputes and other matters in question arising out of, or
relating to, this Agreement or the breach hereof, except with respect to claims
which have been waived, will be decided by a court of competent jurisdiction in
King County, Washington. Pending final decision of a dispute hereunder, the
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CONSULTANT and the CITY shall proceed diligently with the performance of the
services and obligations herein.
13.3. 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.
13.4. The CITY and the CONSULTANT respectively bind themselves, their
partners, successors, assigns, and legal representatives to the other party to this
Agreement with respect to all covenants to this Agreement.
13.5. This Agreement represents the entire and integrated Agreement between
the CITY and the CONSULTANT and supersedes all prior negotiations,
representations or agreements either oral or written. This Agreement may be
amended only by written instrument signed by both the CITY and the
CONSULTANT.
13.6. Should it become necessary to enforce any term or obligation of this
Agreement, then all costs of enforcement including reasonable attorney's fees and
expenses and court costs shall be paid to the substantially prevailing party.
13.7. The CONSULTANT agrees to comply with all local, state and federal laws
applicable to its performance as of the date of this Agreement.
13.8. If any provision of this Agreement is invalid or unenforceable, the
remaining provisions shall remain in force and effect.
13.9. This Agreement shall be administered by Stan Lokting on behalf of the
CONSULTANT, and by the Mayor of the CITY, or designee, on behalf of the CITY.
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Any written notices required by the terms of this Agreement shall be served on or
mailed to the following addresses:
City of Auburn
Attn: Mark Ellingson
25 West Main St
Auburn WA 98001
Phone: 253-288-3141
Fax: 253-288-3158
E-mail: mellingson@auburnwa.gov
ARC Architects
Attn: Stan Lokting, Principal
1101 East Pike St
Seattle, WA 98122
Phone: 206-322-3322
Fax:
E-mail: Lokting@arcarchitects.com
13.10. All notices or communications permitted or required to be given under
this Agreement shall be in writing and shall be delivered in person or deposited
in the United States mail, postage prepaid. Any such delivery shall be deemed
to have been duly given if mailed by certified mail, return receipt requested, and
addressed to the address for the parry set forth in or if to such other person
designated by a party to receive such notice. It is provided, however, that
mailing such notices or communications by certified mail, return receipt
requested is an option, not a requirement, unless specifically demanded or
otherwise agreed.
Any party may change his, her, or its address by giving notice in writing,
stating his, her, or its new address, to any otherparty, all pursuant to the
procedure set forth in this section of the Agreement.
13.11. This Agreement may be executed in multiple counterparts, each of which
shall be one and the same Agreement and shall become effective when one or
more counterparts have been signed by each of the parties and delivered to the
other parry.
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0
Peter B Lewis, M
Date MAY 120t37
ATTEST:
/~~ ~
Danielle E. Daskam, City Clerk
ARC ARCHITECTS, INC.
BY: '~
Title: 19" l ~) t
Federal Tax ID # ~ ~ ~-
Date ~' ` L~p ~ ~ ~"
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APPROVED AS TO FORM:
ARC Architects Auburn Avenue Theatre Agreement
Exhibit A
SCOPE OF WORK
The Architect will provide architectural and engineering services for the project, which is for the
emergency structural repairs for the Auburn Theatre. The architect is responsible for project
administration and management and will include a variety of services including the review of existing
documents, coordination with the structural engineer, document production, permitting, and construction
administration.
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ARC Architect Compensation Basis
Exhibit B
Auburn Theater
Architectural Services, Permit and CA coordination
For Emergency Structural Repairs
18-Apr-07
Management 1 4
Documents
Review existing documents
Demo Plan
Floor Plan
2 Bldg Sections
Details
Specifications
Review/ OC
Engineer Coordination
Owner Review Mtg
Permitting
Construction Administration
Site Meetings
RFI /Shops/ CO
Pay Requests
Punch
admin remarks
2 contractual, billings, filing
2
0.5 5
0.5 8
1 12
1 12
2
2 4
8
4
4
2
12
10
3
4
Hours 8 94 2
Hourly Rate $125 $96 $62
Subtotal Fee $1,000 $9,024 $124
ARC fees $10.148
note 1
Ion drawings -note 2
include 1 mtg w/ engineer
review docs
owner to track progress
assume 3 meetings & notes
Structural Engineering Engineer
Field Inspections 30
In-house reviews 10
Hours 40
Hourly Rate $90
Subtotal Fee $3,600
Review and Seal Plans $500
Structural Fees $4,100
TOTAL FEES $14,248
Notes:
I -Additional time required if electronic a s-builts are not available
2 -Additional time required if division 0 and 1 specifications are required
3 - reimbursables are not included and wil l be billed with a 10% mark-up
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