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AGREEMENT FOR PROFESSIONAL SERVICES
AG-C-309
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 LMN Architects, whose address is 801 2"d Ave. Suite 501, 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, 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 work under this Agreement shall be completed by
December 3, 2007.
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.
Agreement for Professional Services AG-C-309
August 17, 2007
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3. COMPENSATION.
The total compensation for this Agreement shall not exceed $24,700.00. Paid
per rates are attached in the fee schedule as shown on Exhibit B, which is attached
hereto and by this reference made a part of this 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.
4. SUBCONTRACTING.
The CITY permits subcontracts for those items of work necessary for the
completion of the project. The CONSULTANT shall not subcontract for the
performance of any work under this AGREEMENT, except as provided in Exhibit A,
without prior written permission of the CITY. No permission for subcontracting shall
create, between the CITY and subcontractor, any contractor or any other relationship.
Compensation for any subconsultant work is included in Section 3 of this
Agreement and all reimbursable direct labor, overhead, direct non-salary costs and
fixed fee costs for the subconsultant shall be substantiated in the same manner as
outlined in Section 3. All subcontracts exceeding $10,000.00 in cost shall contain all
applicable provisions of this AGREEMENT.
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,
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August 17, 2007
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drawings, specifications, reports and other services required. The CONSULTANT shall
perform its services to conform to generally accepted professional planning 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.
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.
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August 17, 2007
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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.
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.
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August 17, 2007
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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.
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
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August 17, 2007
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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 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.
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August 17, 2007
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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 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.
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
Agreement for Professional Services AG-C-309
August 17, 2007
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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 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.
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August 17, 2007
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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 Mark Hinshaw 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
Planning, Building, and Community
Attn: Andy Sheridan
25 W Main Street
Auburn WA 98001
Phone: 253. 876-1993
Fax: 253. 801-3114
E-mail: asheridan@auburnwa.gov
LMN Architects
Attn: Mark Hinshaw
801 - 2~d Ave, Suite 501
Seattle, WA 98104
Phone: 206-682-3460
Fax: 206-343-9388
mhinshaw@Imnarchitects.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 party set forth in 13.9, or if to such other person designated by a party
to receive such notice. It is provided, however, that mailing such notices or
Agreement for Professional Services AG-C-309
August 17, 2007
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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.
OF A N
_.._-
Pe er .Lewis, Mayor
au~ ~ R Zooz
Date
ATTEST:
.,
Danielle E. Daskam, City Clerk
APPR~9~D AS TO FORM:
niel B. Hei~f'City Atto
LMT
BY:
Title
Federal Tax ID #
Agreement for Professional Services AG-C-309
August 17, 2007
Page 10 of 10
EXHIBIT A
OBJECTIVE
Develop a design concept for a linear public space and a plaza in downtown Auburn. The plaza will be
located at Main Street/Division Street intersection, with the linear public space extending southerly on
Division Street to 3`d Street SW.
The design must be:
o Consistent with the Downtown Revitalization Catalyst Area Strategic Plan;
o Consistent with anticipated development concepts for adjoining properties;
o Consistent with physical constraints of existing rights-of-way, etc.;
o Compatible with downtown sidewalk design guidelines;
o Allow for safe and efficient movement of traffic and pedestrians;
o Allow for physical design that can be programmed in such a way that contributes to a
destination "experience" downtown;
o Considers the ease of an efficiency of long-term care and maintenance of public spaces; and
o Considers its relationship to the balance of uses in the downtown are, and properly manages
the transition of these public features to these uses.
o Heavy landscaping not an element. Rely more on planters.
SCOPE OF WORK
PHASE I -BACKGROUND Approximately 1 month]
1. Meet or phone conference with City to confirm Project Scope.
2. Confirmation of Project Objectives -future needs, uses, and users:
• Meet with City staff and stakeholders to understand parameters/concerns/city limitations (may be
accomplished via amini-charette).
3. Develop a set of design principles for all concepts.
4. Identify right-of-way needs for the linear public space. There is currently 60 feet of right-of-way that
includes 10 foot wide sidewalks, two travels lanes, and parking on both sides. The intent is to have
12-foot wide sidewalks on Division Street leaving the existing right-of-way four feet short. Look at how
to obtain the additional right-of-way and is additional right-of-way or easement needed for a design
feature linear in nature.
5. Summary report with illustrations of preliminary analysis of existing street features and context,
including opportunities and constraints.
6. Present and discuss with Council Committees (stakeholders invited).
Exhibit A
Agreement No. AG-C-309
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PHASE ll -CONCEPT PREPARATION (Approximately 3 months]
7. Develop up to three (3) design concepts for presentation. At least one of the alternatives shall include
a linear public space feature.
8. Present concepts with City/stakeholders and solicit feedback.
9. Revise and finalize preferred concept.
10. Present concept to City Staff and two City Council Committees (Public Works and PCD).
Exhibit A
Agreement No. AG-C-309
Page 2 of 2
EXHIBIT B
FEE SCHEDULE
Labor Hours:
Task MLH DW SD
1. Review existing features and context 0 8 8
2. Understand future needs, uses and users 4 12 16
3. Meet with City and stakeholders to discuss issues and objectives 4 8 8
4. Develop a set of design principles for all concepts 4 8 8
5. Present and discuss with City and stakeholders 4 8 8
6. Develop 3 design concepts for presentation 4 24 48
7. Discuss concepts with City and stakeholders 4 8 8
8. Choose a preferred concept 2 8 8
9. Revise and finalize preferred concept 2 8 24
10. Present concept to Council Committees 4 8 8
Totals: 32 100 144
Total Labor Hours: 276 hours
Hourly Rates:
Hours Rate/Hour Cost
Mark Hinshaw, FAIA, FAICP, Principal [MLH] 32 $135 $4,320
Darby Watson [DW] 100 $95 $9,500
Sarah Durkee [SD] 144 $70 $10,080
Totals: 276 - $23,900
Miscellaneous Expenses:
Copies, Prints, Display Materials, Travel .................................................................................$800.00
Total Contract Amount :.................................................................................... $24,700.00
Exhibit B
Agreement No. AG-C-309
Page 1 of 1
EXHIBIT C
DIRECT NON-SALARY REIMBURSABLE EXPENSES
• Outside Reproduction Fees
• Courier Fees
• Subconsultant Fees
• Materials and Supplies
• Mileage at $0.465/mile or the current approved IRS rate.
It is understood that all reimbursements are at cost.
Subcontracts: The CONSULTANT, 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.
Exhibit C
Agreement No. AG-C-309
Page 1 of 1
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-010).
• Project number(s) listed (i.e.: PR123), if applicable.
• 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 proof) 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 are due by January 15tH
• For grant/special funded projects there might be other special information needed,
reference the LAG manual.
Consultant Invoices
Agreement No. AG-C-309
Page 1 of 2
SAMPLE INVOICE
City of Auburn
25 West Main
Auburn WA 98001
Attn: Sam Sample (Project Engineer)
Agency Agreement #: AG-C-010
Invoice #: 5222
Progress Payment #: 2
Invoice Date: February 10, 2007
Project Name: Thomas Nelson Farm
Project #: PR123
Engineering Services performed during the period of: January 2007
SAMPLE ENGINEERING, INC.
Personnel Hours Hourl Rate Amount
Mike Jones, Princi al in Char e 1 $ 125.00 $ 125.00
Carla Maker, Architect 5 $ 72.00 $ 144.00
Joe Smith, Word Processin 10 $ 48.00 $ 480.00
Consultant Personnel Subtotal $ 749.00
Ex enses see attached documentation Char es Multiplier Amount
Mike Jones, Princi al in Char e 20 miles x1.1 $ 7.59
Carla Maker, Architect $ 30.00 x1.1 $ 33.00
Joe Smith, Word Processin $ 29.00 x1.1 $ 31.90
Consultant Expenses Subtotal $ 72.49
Consultant Total:
SUB CONSULTANTS (see attached documentation)
$ 821.49
Subconsultant Hours Hourl Rate Amount
ABC Environmental, Inc., Civil En ineer 10 $ 100.00 $ 1,000.00
Electrical Consultin ,Electrical En ineer 5 $ 100.00 500.00
Mechanical Solutions, Mechanical En ineer 10 $ 100.00 MRF 1,000.00
Movin Com an ,Movin Consultant 2 $ 50.00 100.00
Subconsultant Subtotal $ 2,600.00
Subtotal x 1.1 Multiplier $ 2,860.00
Subconsultant Total:
TOTAL DUE THIS INVOICE
CONTRACT BREAKDOWN
$ 2,860,00
$ 3,681.49
Task Amount
Authorized
Prior Invoiced
This Invoice Totallnvoiced
To Date %
Ex ended %
Com leted Amount
Remainin
Original
Contract
$ 22,000.00
$ 1,025.00
$ 2,681.49
$ 3,706.49
20%
25%
$ 18,293.51
MRF* 2,500.00 0.00 1,000.00 1,0000.00 40% 45% 1,500.00
TOTAL $ 24,500.00 $ 1,025.00 $ 3,681.49 $ 4,706.49 $ 19,793.51
Note: MRF=Management Reserve Fund
* Received a written authorization of MRF on 1/10/01 for Mechanical Engineer task in the amount of
$2,000.00.
Consultant Invoices
Agreement No. AG-C-309
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