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AGREEMENT FOR PROFESSIONAL SERVICES
AG-C-276
Project No. C-310-A
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 THE KEIMIG ASSOCIATES ARCHITECTS-PLANNERS, a sole
proprietorship, whose address is 216 "A" Street Northwest, Auburn, Washington 98001,
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, for the design phase of Veterans Memorial Park Redevelopment:.
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
by June 1,2007.
The established completion time shall not be extended because of any delays
attributable to the CONSULTANT, but maybe extended by the CITY in the eventofa
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
Agreement for Professional Services AG-C-276
The Keimig Associates Architects-Planners
Project # C-31 O-A - Veterans Park Redevelopment
February 21, 2006
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CONSULT ANT. A prior supplemental Agreement issued by the CITY is required to
extend the established completion time.
3. COMPENSATION.
The CITY shall pay the CONSULT ANT for any completed work, per attached
Exhibits A and B, at the actual cost to the CONSULTANT. Exhibits A and Bare
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
CONSULT ANT. 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.
The billing for Reimbursable Costs, directly identifiable with the project, shall be
submitted and are payable at the rates stated in Reimbursable Costs, Exhibit C, which is
attached hereto and by this reference made a part of this Agreement. These charges may
include, but are not limited to the following items: outside reproduction fees, courier
fees, materials and supplies. 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
Agreement for Professional Services AG-C-276
The Keimig Associates Architects-Planners
Project # C-31 O-A - Veterans Park Redevelopment
February 21, 2006
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the CONSULT ANT. Copies of the original supporting documents shall be supplied to
the CITY upon request.
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.
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
CONSULT ANT shall be made as provided on Exhibit B attached hereto, provided that
the total amount of payment to the CONSULT ANT shall not exceed Eighteen Thousand
Nine Hundred and Noll OOs Dollars ($18,900), without express written modification of
the Agreement signed by the CITY.
The CONSULTANT may submit invoices to the City 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.
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.
Agreement for Professional Services AG-C-276
The Keimig Associates Architects-Planners
Project # C-31 O-A - Veterans Park Redevelopment
February 21, 2006
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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 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.
Agreement for Professional Services AG-C-276
The Keimig Associates Architects-Planners
Project # C-31 O-A - Veterans Park Redevelopment
February 21, 2006
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The CONSULTANT shall defend, indemnify and hold the CITY, its officers,
officials, volunteers, and employees harmless from and shall process and defend
at its own expense any and all claims, 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.
8. INSURANCE.
Agreement for Professional Services AG-C-276
The Keimig Associates Architects-Planners
Project # C-31 O-A - Veterans Park Redevelopment
February 21, 2006
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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 01 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, $2,000,000 general
aggregate. The CITY, its officers, 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.
Agreement for Professional Services AG-C-276
The Keimig Associates Architects-Planners
Project # C-31 O-A - Veterans Park Redevelopment
February 21, 2006
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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 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.
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
Agreement for Professional Services AG-C-276
The Keimig Associates Architects-Planners
Project # C-31 O-A - Veterans Park Redevelopment
February 21, 2006
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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 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.
Agreement for Professional Services AG-C-276
The Keimig Associates Architects-Planners
Project # C-31 O-A - Veterans Park Redevelopment
February 21, 2006
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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;
(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.
Agreement for Professional Services AG-C-276
The Keimig Associates Architects-Planners
Project # C-31 O-A - Veterans Park Redevelopment
February 21, 2006
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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.
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. 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
Agreement for Professional Services AG-C-276
The Keimig Associates Architects-Planners
Project # C-31 O-A - Veterans Park Redevelopment
February 21 , 2006
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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 attorneys
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 Alan C. Keimig 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 terms of this
Agreement shall be served on or mailed to the following addresses:
City of Auburn
Attn: Daryl Faber
910 Ninth Street SE
The Keimig Associates
Attn: Alan C. Keimig
216 "A" Street NW
Agreement for Professional Services AG-C-276
The Keimig Associates Architects-Planners
Project # C-31 O-A - Veterans Park Redevelopment
February 21, 2006
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Auburn WA 98002
Phone: 253-931-3043
Fax: 253-931-4005
E-mail: dfaber@auburnwa.gov
Auburn, WA 98001
Phone: 253-939-3232
Fax: 735-1309
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 party
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 other
party, 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 party.
Agreement for Professional Services AG-C-276
The Keimig Associates Architects-Planners
Project # C-31 O-A - Veterans Park Redevelopment
February 21,2006
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ATTEST:
'\ (\ (\ 1
\( .....~~y! k)~~
DaNelle E. Daskam, City Clerk
Agreement for Professional Services AG-C-276
The Keimig Associates Architects-Planners
Project # C-31 O-A - Veterans Park Redevelopment
February 21, 2006
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Peter B lewis, M[;J
Date ...0 \S a:
THE KEIMIG ASSOCIATES,
ARCHITECTS- LANNERS !
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The Keimig Associates Architects-Planners
Agreement for Professional Services
Exhibit A.
SCOPE OF WORK
Veterans Park Redevelopment
The Keimig Associates shall provide services that will be executed in five phases:
1. Preliminary Schematic Design
Once notification to proceed has been given the preliminary Schematic
Design Phase will require approximately three weeks depending on the
availability of City staff review and response. The architect will use the
conceptual drawing provide by the Park Department as a starting point for
the schematic design.
2. Design Development
The design development phase will require two weeks. This phase will
incorporate the Parks department desires of providing restroom(s),kitchen
area, office area and connecting paths and patio area.
3. Document Preparation
Document preparation will require approximately four weeks to complete
specifications and drawings that will be provide on a digital format to the
City. The Keimig Associates will work with the Structural/Civil Engineer
and the Mechanical/Electrical Engineers to insure a completed design.
4. Bidding and Negotiation
Bidding will need thirty days, unless the City has additional requirements
and time constraints. The permits will be applied for during the bidding
procedure.
5. Construction Review
Construction will proceed directly upon City council contractor acceptance
and approvals. Construction for this type of project requires 120 days,
except that given the current availability of some materials this might
need to be extended to 150 days.
Please note that the schedule will be adjusted to actual dates once The
Keimig Associates are instructed to proceed and it can be associated with
City procedures for approvals.
Note: This proposal does not include either a geotechinical report or infiltration
test within the scope of the services believing this information can also be
provided by the city or the bearing capacity of soils calculated at 1000 PSF. The
Mechanical Engineer assumes the kitchen area to be minimal, not requiring
commercial exhaust hoods and make-up heating air.
Agreement for Professional Services AG-C-276 - Exhibits
The Keimig Associates Architects-Planners
Project # C-31 O-A - Veterans Park Redevelopment
February 21,2006
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The Keimig Associates Architects-Planners
Agreement for Professional Services
Exhibit B
Compensation Rates and Non -Salary Costs
Current hourly rates are as follows:
Architect $120.00/hr
Intern $ 75.00/hr
Interior Designer $ 60.00/hr
Type/Printing $ 26.00/hr
Mechanical/Electrical Engineer lump sum $3,500.00
Agreement for Professional Services AG-C-276 - Exhibits
The Keimig Associates Architects-Planners
Project # C-31 O-A - Veterans Park Redevelopment
February 21, 2006
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The Keimig Associates Architects-Planners
Agreement for Professional Services
Exhibit C.
Reimbursable Costs:
Prints
Copies
City Submittal Fees
Consultant Fees
$1.80/sheet
$0.15/copy
At direct costs X 1.025 for 8&0 Taxes
At direct costs X 1.025 for 8&0 Taxes
Additional services and expenses will not be pursued without prior
approval.
Agreement for Professional Services AG-C-276 - Exhibits
The Keimig Associates Architects-Planners
Project # C-31 O-A - Veterans Park Redevelopment
February 21, 2006
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AMENDMENT N0.1 TO AGREEMENT NO. AG-C-276 BETWEEN
THE CITY OF AUBURN AND THE KEIMIG ASSOCIATES ARCHITECTS-PLANNERS
RELATING TO PROJECT NO. c310a0, VETERAN'S MEMORIAL BUILDING
HIS AM NDMENT i made and entered into .this ~ ~~ day of
_ ~t~- ; 200 , by and between the CITY OF AUBURN, a
municipal corporation o the State of Washington {hereinafter referred to
as the "CITY"), and The Keimig Associates Architects-Planners
(hereinafter referred to as the "CONSULTANT"), as an Amendment to the
Agreement between the parties for AG-C-276 executed on the 15th day of
March 2006.
The changes to the agreement are described as follows:
1. CONTRACT TERM: The term of the Agreement for Professional
Services remains unchanged.
2. COMPENSATION: The amount of this amendment is $ 4,000.
The total contract amount is increased to a total of $ 22,900.
REMAINING TERMS UNCHANGED: That all other provisions of the Agreement
between the parties for AG-C-276 executed on the 15th day of March 2006, shall
remain unchanged, and in full force and effect.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
day and year first above written.
The Keimig Associates
By:
AUBURN ._
r
Peter B. Lewis, Mayor
ATTEST:
~ Zu-G'4 ~ ~~'
Danielle E. Daskam, Auburn City Clerk
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Amendment No. 1 for Agreement No. AG-C-276
The Keimig Associates Architects-Planners
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