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HomeMy WebLinkAbout3421RESOLUTION NO. 3 4 2 1 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT FOR PROFESSIONAL SERVICES WITH INTEGRUS ARCHITECTURE TO PROVIDE CONSULTANT SERVICES TO DEVELOP THE AUBURN STATION PARKING GARAGE. WHEREAS, the City of Auburn and Sound Transit have established a partnership to develop the Auburn Station Parking Garage; and WHEREAS, the City, in the interests of promoting the redevelopment of its downtown, has built out ground floor retail space within the building; and WHEREAS, the City is seeking to lease the retail space to private sector tenants looking to locate retail or service businesses within the building, and WHEREAS, it is normal practice for tenants to negotiate for a package of Tenant Improvement for basic items such as mechanical systems, demising walls and ceiling treatments; and WHEREAS, the Tenant Improvement package needs to be designed by a registered architect Integrus Architecture, as the designer of the entire building, is the best positioned to provide these services in an economical and timely manner; ---------------------- Resolution No. 3421 February 11, 2002 Page 1 NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, IN A REGULAR MEETING DULY ASSEMBLED, HEREWITH RESOLVES THAT: Section 1. The Mayor and City Clerk of the City of Auburn are herewith authorized to execute an Agreement for Professional Services with Integrus Architecture to provide Tenant Improvement consultant services at Auburn Station Parking Garage. A copy of said agreement is attached hereto, denominated as Exhibit "A" and made a part hereof as though set forth in full herein. Section 2. The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation. DATED and SIGNED this l~~`~~"day of February, 2~( 0`1:'~~'~ ~ CITY_ OF AUBURN ~ ..._.. ~ ` ""- _----` PETER B. LEWIS MAYOR ---------------------- Resolution No. 3421 February 11, 2002 Page 2 ATTEST: ~ ~ ,~ r Da 'elle E. Daskam, City Clerk APPROVED AS TO FORM: D iel B. ------ City Attorney Resolution No. 3421 February 11, 2002 Page 3 AGREEMENT FOR PROFESSIONAL SERVICES 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 INTEGRUS ARCHITECTURE, whose address is 720 3rd Avenue, Suite 2300, Seattle, WA 98104 , 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, aitached and by this reference nxacie part of this A~~-eement. 2. TERM. The CONSULTANT shall not begin any work under this Agreement until authorized in writing by the CITY. All work under this Agreement shall be completed Fel~ruary l, 20Q3. The established completion time shall not be extended because of any unwarranted delays attributable to the CITY, 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. 3. COMPENSATION. The CONSULTANT shall be paid by the CITY for direct salary costs as shown in E~hibit A, and non-salary cost, see attached Exhibit B, at the actual cost to the CONSULTANT plus 10%. Exhibii 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: re~~roductio~i fees, conrmunicatian fees, and inileabe. The billing for non-salary cost, directly identifiable with the project, shall be itemized listing of charges supported by copies of the original bills, invoices, --------------------------------- Agreement for Professional Services Resolution 3421 February 15, 2002 Page 1 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 beyond those specified in the Scope of Wark, and not included in the compensation listed in this Agreement are required, a contract modification shall be negotiated and approved by the CITY prior to any effort being expended on such services or worlc shall be at~thorized in ~~~riting under the Managcment Reserve Fund as detailed in Section ~. 4. I~1:~NAGEM:ENT RESERVE FUND. The CITZ' nlay establish a Management Res~rve Fund to provide fle~ibi]ity o1' authorizina additional funds to the Agreem~nt for allowable uriforesceii costs, or reimbursillg the CONSULTANT for additional work beyond that already defll~d in this A.gz•ee:ment. Such authoY-ization(s) shall be in writing, prior to the CO~ SULTANT eYpend_ing any efFort on sucll services, and shall not c~cced 530,000. This fiincl may be replenished in a subsequent supplenlelltal agreenlent. At~y chan~es requiring additional costs in e~cess of t11e Manageine~lt Resen~e Fund shall be ne~,otiated and ap~raved by the CITY prior to any ef'fort being expended on such scrv~ices. 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 and the requirements of the CITY. --------------------------------- Agreement for Professional Services Resolution 3421 February 4, 2002 Page 2 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 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 and its officers and employees harmless from and shall process and defend at its own expense all claims, demands, or suits at law or equity arising in whole or in part from 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 conduct of the CITY, their agents, officers 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, their agents, officers and 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 ar 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 Agreement for Professional Services Resolution 3421 February 15, 2002 Page 3 that this Agreement may not be assigned in whole or in part without the written consent of the CITY. 8. INSURANCE. CONSULTANT shall procure and maintain for the duration of this Agreement, commercial general liability insurance against claims for injuries to persons or damage to property which may arise from or in conjunction with services provided to the CITY by the CONSULTANT, its agents, employees or subcontractors, under this Agreement. The CONSULTANT agrees to provide commercial general liability insurance and shall maintain liability limits of no less then ONE MILLION DOLLARS ($1,000,000) per occurrence and ONE MILLION DOLLARS ($1,000,000) general aggregate. The CONSULTANT shall also provide and maintain professional liability coverage in the minimum liability limits of ONE MILLION DOLLARS ($1,000,000) per claim and ONE MILLION DOLLARS ($1,000,000) aggregate. The general liability coverage shall also provide that the CITY, 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. Both the general liability and professional liability coverage shall provide that the CONSULTANT'S insurance coverage shall be primary insurance as respects the CITY, its officials, employees and agents. Any insurance or self insurance maintained by the CITY, its officials, employees or agents shall be excess to 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 canceled except when 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. The CONSULTANT agrees to provide copies of the certificates of --------------------------------- Agreement for Professional Services Resolution 3421 February 4, 2002 Page 4 insurance to the CITY specifying the 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. 9. NONDISCRIMINATION. The CONSULTANT may not discriminate regarding any services ar activities to which this Agreement may apply directly or through contractual, hiring, or other anangements on the grounds of race, color, creed, religion, national origin, sex, age, ar where there is the presence of any sensory, mental or physical handicap. 10. OWNERSHIP OF RECORDS AND DOCUMENTS. The documents and records prepared in connection herwith shall belong to and be property of the CITY, and such documents and records shall be available to the CITY for its unlimited use in connection with the project for which the documents and records were prepared, provided that the CONSULTANT shall not be liable for any use of such documents and records, other than in connection with the proj ect for which the documents and records were prepared.. 11. 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: (a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; --------------------------------- Agreement for Professional Services Resolution 3421 February 15, 2002 Page 5 (b) Have not within a three-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 a three-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. 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. --------------------------------- Agreement for Professional Services Resolution 3421 February 4, 2002 Page 6 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 CONSULTANT and the CITY shall proceed diligently with the performance of the services and obligations herein. 13.3. 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. 13.4. 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. 13.5. Should it become necessary to enforce any term or obligation of this Agreement, then all costs of enforcement including reasonable attorneys fees and expenses and court costs shall be paid to the substantially prevailing party. 13.6. The CONSiJLTANT agrees to comply with all local, state and federal laws applicable to its performance as of the date of this Agreement. 13.7. If any provision of this Agreement is invalid or unenforceable, the remaining provisions shall remain in force and effect. Agreement for Professional Services Resolution 3421 February 15, 2002 Page 7 Y O BURN ~ f ._--------~~ Peter B Le s, Mayar Date ~ ~ 2.~ ~--.`a. ATTEST: j ~ ~~~ ~~~~~~ Da ielle E. Daskam, City Clerk APPROVED AS TO FORM: Daniel B. Heid, A o ~_____ BY: Title: Principal Address: 720 3ra Ave, Suite 2300 Address: Seattle, WA 98194 Phone: 206 - 628 - 3137 Fax#: 206-628-3138 Federal Tax ID# `~' (-. ~ O 33R 3 I g\pk\intergrus contract-res3421 --------------------------------- Agreement for Professional Services Resolution 3421 February 4, 2002 Page 8 EXHIBIT A DIRECT SALARY EXPENSES See attached Integrus Architecture letter for Auburn Parking Garage Retail Space Development dated January 28, 2002. --------------------------------- Agreement for Professional Services Resolution 3421 February 15, 2002 Page 9 1/28/02 Jack Locke City of Auburn 25 West Main Auburn, WA 98001 RE: Auburn Parking Garage Retail Space Development Integrus Project No. 20149.01 Dear Jack: Thank you for inviting Integrus to continue with the City of Auburn to work on the buildout of the retail area at the Sounder Station Parking Garage. The following services will be provided in varying degrees for the various aspects of the work: 1. Project design. 2. Construction Documents including drawings and abbreviated specifications. 3. Mechanical and Electrical Engineering to define Design Build work. 4. Permitting Coordination. 5. Bidding or construction contract negotiation assistance. 6. Construction Administration. It is our understanding that a Master Contract will be established between Integrus and the City for this work, to which Amendments will be added for the different phases of the work as needed. Our hourly rates to be used for the Amendments are: Principal: $125.00/hr Project Manager: $ 95.00/hr Architect: $ 85.00/hr Technical Support: $ 65.00/hr Clerical Support: $ 60.00/hr We look forward to continuing to work with the City toward the realization of Auburn Station. Resolution 3421 Exhibit "A" Page 1 Jack Locke Page 2 1/28/02 Sincerely, INT GRUS Architecture, P.S. Dave Maughan Project Manager K: \20149\Mgmt\Itrdmjl9. wpd $esolution~~3421 Exhibit A Page 2 EXHIBIT B DIRECT NON-SALARY REIMBURSABLE EXPENSES • Reproduction Fees • Communication Fees • Mileage at $0.365/mile or the current approved IRS rate. It is understood that all reimbursements are at cost plus a 10% markup. Subcontracts: The CONSiJLTANT, at the CITY'S request shall enter into subcontracts with other consultants, such as appraisers and/or environmental consultants, etc. If approved, the CITY shall reimburse the CONSULTANT for the actual cost of the subcontracts plus a 10% markup to cover the CONSULTANT'S additional overhead expense associated with the Subcontract. CONSULTANT INVOICES Consultant invoices should contain the following information: • On consultant letterhead. • A cover letter stating the status of each task. This should include items completed, percent completed during the billing period and completion along with funding status. • Internal invoice number and/or sequential numeric number (i.e.: progress payment # 10). • Invoice date. • Period of time invoice covers. • Consultant Agreement # (i.e.: AG-C-O10). • Project number(s) listed (i.e.: PR562). • City's project manager listed. • The hour(s) per person broken down by task(s) (attach timesheets, spreadsheet detailing timesheets, or some other form of proo~ along with type of work done (i.e.: design, right-of- way, or construction) or task order number. • Direct salary (base salaries) • Indirect salary (benefits) • Direct non-salary (i.e.: mileage, reproduction fees (i.e.: printing, copying), communication fees (i.e.: telephone), supplies, computer charges, subconsultants), indirect non-salary (overhead). The City does not pay for consultant meals unless part of a task requires travel outside of the greater Seattle, Tacoma, and Everett area. These costs are to be broken down and backup information is to be attached to invoice. Project managers are to inform consultants as to what is required for break down information and if backup information is to be attached. Break out the same for subconsultant charges. • Previous and remaining base contract amounts left in each task and total contract - total authorized amount (bottom line figure). Add amendments to this base contract amount for total authorized amount. • Percentage of work completed to date compared to total amount of work (if required by the project manager). • Status of Management Reserve Fund (MRF) (i.e.: a certain task) until we can get an amendment in place. • Invoices for previous year is due by January 15`h. • For grant/special funded projects there might be other special information needed, reference the LAG manual. Resolution 3421 Exhibit "B-~~~ ~