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HomeMy WebLinkAboutReg 2018-11-05 Item 5B - Public Safety Plan - Public Works Architect and Engineering Services with SHKS Architects for $365,000COUNCIL AGENDA SYNOPSIS MeetingDate Prepared by Mayor's revie) Council review 10/08/18 RB 10/15/18 RB 1.0 11/5/1R RR ITEM INFORMATION ITEM No. 5. B. sTAFF spoNsoR: RACHEL BIANCHI ORIGINAL AGENDA DATE: 10/08/18 .\GI.:NDA ITF:Nt TrrLE Contract for programming and master planning services associated with the new Public Works facility C vil:A.;()Ry Discussion 10/8/18 JI4olion ,Iltg Dale .1115 DResolidion illig Date Ordinance AllDate Bid Award Ali:g Dale Public Hearing Mtg Date . Other Allg Dale ilh:g Date SP( )NS( )R :Wind/ Mayor 11] FIR 111 DCD EFinance f.Hre TS Court S1)( )Ntioit'S The Council is being asked to approve a contract with SHKS Architects for $365,000 (which St 'Nr\i,\Ry includes contingency) for programming and master planning services as a part of the Public Safety Plan. This contract is within the budget for Public Works revised by the Council earlier this year. Riwil\XTA) BY L C.O.W. Mtg. LI CDN Comm El Finance Comm. Z Public Safety Comm. 0 Trans &Infrastructure Arts Comm. El Parks Comm. EI Planning Comm. DATE: 10/1/18 COMIVIITTEE. CHAIR: HOUGARDY RECOMMENDATIONS: SPoNsoit/ADmiN. CommITIEF, Mayor's Office Unanimous Approval; forward to Committee of the Whole COST IMPACT / FUND SOURCE Exi,KNDITL,RI.; B.I.:(_2('IRIA) AMOUNT BUDGETED APPROPRIATION REQUIRED $ $ $ Fund Source: Comments: MTG. DATE RECORD OF COUNCIL ACTION 10/15/18 Forward to Regular Meeting when all Cnuncilmembers are present MTG. DATE ATTACHMENTS 10/15/18 Informational Memorandum dated 9/25/18 Proposed Contract Minutes from the Public Safety Com. meeting of 10/1/18 11/5/18 As above 177 178 City of Tukwila !IVOR TO FROM: Rachel Bianchi, Deputy City Administrator CC: Mayor Ekberg DATE: September 25, 2018 SUBJECT: Architect and Engineering Services Contract for Public Works Facilities Master Planning and Programming Phase of Design TIO A E MANDL! Allan Ekberg, Mayor Finance Committee ISSUE The City requires the services of an architect and engineering firm for the design and programming of the Public Works Facilities in the Public Safety Plan. After thorough staff review of the candidate firms that responded to the City's Request for Qualifications, the City Council is being asked to approve a contract with SHKS Architects for a contract not to exceed $365,000 which includes $299,997 for the master planning and programming phase and a $65,000 contingency should additional services be required to complete this effort. While staff is asking for the contingency authority, the contract is for not to exceed $299,997. :ACKGROUND On June 25, 2018, with assistance from Shiels Obietz Johnsen (SOJ), the project management firm assisting the City in the implementation of the Public Safety Plan, the City issued a Request for Qualifications for architect and engineering services, The City received ten proposals that were evaluated and ultimately interviewed by SOJ, the City Administrator, Public Works Director and Deputy Director, and the Deputy City Administrator. Three firms were interviewed by the panel and SHKS Architects was chosen for several reasons: • Strength of design and master planning of previous similar facilities in the greater Seattle area. • Confidence in the proposed project manager's qualifications and demonstrated knowledge of the detailed functionality of public works facilities, • Commitment to engaging Public Works staff and user groups in the design process to meet the specific and unique needs of the City of Tukwila, • Experience with and commitment to working with disadvantaged businesses (DBEs). • Recommendations from project managers on their previous projects, as well as direct conversations with occupants who use the facilities they designed. SOJ negotiated a not to exceed amount of $299,997. The program manager, with significant experience building public projects and an architect herself, has determined this is a good value for the City and taxpayers. After completion of this phase, the contract will be amended to move into the following phase of the project, which will likely be the Rehabilitation and Tenant Improvement of the soon to be acquired buildings on the Public Works sites, The scope, budget and schedule of this future phase will not be assessed until the site acquisition process is complete and the master planning and programming phase is finalized, At that point, the project team will come back to 179 INFORMATIONAL MEMO Page 2 the council to inform the results of this effort and seek approval to move forward into the next steps. RECOMMENDATION The Finance Committee is asked to approve the contract for architect and engineering services with SHKS Architects and forward it to the next Committee of the Whole meeting on October 8, 2018 for discussion and then to the Regular Council meeting on October 15 for final approval. ATTACHMENTS Proposed SHKS Architects Contract 1162018 Info MemosVuchitectEngMernodoc 180 City of Tukwila 6200 Southcenter Boulevard, Tukwila WA 98188 A IMO Contract Number. CONSULTANT AGREEMENT FOR CHITECTURAL DESIGN AND PLANNING SERVICES THIS AGREEMENT is entered into between the City of Tukwila, Washington, hereinafter referred to as the City", and SHKS Architects, a Washington corporation, hereinafter referred to as the Consultant", in consideration of the mutual benefits, terms, and conditions hereinafter specified, 1. Project Designation. The Consultant is retained by the City to perform Architect Design and Planning services in connection with the project titled Tukwila Public Works Facility Project 2. Scope of Services. The Consultant agrees to perform the services, identified on attached AIA B104 and Exhibit A attached hereto, including the provision of all labor, rnaterials, equipment and supplies. 3 Duration of Agreement; Time for Performance. This Agreement shall be in full force and effect for a period commencing upon execution and ending at completion of construction, unless sooner terminated under the provisions hereinafter specified. Work under this Agreement shall commence upon written notice by the City to the Consultant to proceed. The Consultant shall perform all services and provide all work product required pursuant to this Agreement no later than December 31, 2021 unless an extension of such time is granted in writing by the City. This Agreement may be amended by additional phases of work. 4. Payment. The Consultant shall be paid by the City for completed work and for services rendered under this Agreement as follows. A. Payment for the work provided by the Consultant shall be made as provided on Exhibit A and B attached hereto, provided that the total amount of payment to the Consultant shall not exceed $299,997 without express written modification of the Agreement signed by the City, B. The Consultant may submit vouchers to the City once per month during the progress of the work for partial payment for that portion of the project completed to date, Such vouchers will be checked by the City and, upon approval thereof, payment shall be made to the Consultant in the amount approved. C. 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. D. Payment as 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. E, The Consultant's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the City and the state of Washington for a period of three (3) years after final payments. Copies shall be made available upon req uest. 181 5. Ownership and Use of Documents. All documents, drawing's, specifications and other materials produced by the Consultant in connection with the services rendered under this Agreement shall be the property of the City whether the project for which they are made is executed or not. The Consultant shall be permitted to retain copies, including reproducible copies, of drawings and specifications for information, reference and use in connection with the Consultant's endeavors. The Consultant shall not be responsible for any use of the said documents, drawings, specifications or other materials by the City on any project other than the project specified in this Agreement. 6. Compliance with Laws, The Consultant shall, in performing the services contemplated by this Agreernent, faithfully observe and comply with all federal, state, and local laws, ordinances and regulations, applicable to the services rendered under this Agreement„ 7. Indemnification. The Consultant shall defend, indemnify and hold the City, Rs officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of the Consultant in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4,24,115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's negligence, It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement„ 8, Insurance, The Consultant shall procure and maintain for the duration of the 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's maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Consultant to the coverage provided by such insurance„ or otherwise limit the City's recourse to any remedy available at law or in equity, A. Minimum Amounts and Scope of Insurance. Consultant shall obtain insurance of the types and with the limits described below: 1. Automobile Liabilit insurance with a minimum combined single limit for boditly injury and property da age of $1,000,000 per accident. Automobile Liability insurance shall cover all owned, non -owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage, 2, Commercial General Liability insurance with limits no less than $1,000,000 each, occurrence, $2,000,000 general aggregate. 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, The City shall be named as an insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City, 3. Workers' Com ensation coverage as required by the Industrial Insurance laws of the State of Washington. CA revised ; 1-2013 Page 2 182 4. Professional Liability with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit, Professional Liability insurance shall be appropriate to the Consultants profession. B. Other Insurance Provision. The Consultant's Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance with respect to the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not be contributed or combined with it C, Acceptability of Insurers. Insurance is to be placed with insurers with a current AM. Best rating of not less than ANIL D. Verification of Coverage. Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. Certificates of coverage and endorsements as required by this section shall be delivered to the City within fifteen (15) days of execution of this Agreement, E, Notice of Cancellation. The Consultant shall provide the City with written notice of any policy cancellation, within two business days of their receipt of such notice. F. Failure to Maintain Insurance. Failure on the part of the Consultant to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days notice to the Consultant to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Consultant from the City. 9. independent Contractor. The Consultant and the City agree that the Consultant is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither the Consultant nor any employee of the Consultant shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement, The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or for contributing to the state industrial insurance program, otherwise assuming the duties of an employer with respect to the Consultant, or any employee of the Consultant, 10, Covenant Against Contingent Fees, The Consultant warrants that he has not e ployed or retained any company or person, other than a bonafide employee working solely for the Consultant, to solicit or secure this contract, and that he has not paid or agreed to pay any company or person, other than a bonafide employee working solely for the Consultant, any fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or resulting from the award or making of this contract. For breach or violation of this warrant, the City shall have the right to annul this contract without liability, or in its discretion to deduct from the contract price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee, 11. Discrimination Prohibited. The Consultant, with regard to the work performed by it under this Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation or the presence of any disability in the selection and retention of employees or procurement of materials or supplies. CA revised 1-2013 Page 3 183 12, Assignment, The Consultant shall not sublet or assign any of the services covered by this Agreement without the express written consent of the City. 13 Non -Waiver. Waiver by the City of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other provision, 14. Ter ination. A. The City reserves the right to terminate this Agreement at any time by giving ten (10) days written notice to the Consultant. B. In the event of the death of a member, partner or officer of the Consultant, or any of its supervisory personnel assigned to the project, the surviving members of the Consultant hereby agree to complete the work under the terms of this Agreement, if requested to do so by the City. This section shall not be a bar to renegotiations of this Agreement between surviving members of the Consultant and the City, if the City so chooses. 15 Applicable Law; Venue; Attorney's Fees. This Agreement shall be subject to, and the Consultant shall at all times comply with, all applicable federal, state and local laws, regulations, and rules, including the provisions of the City of Tukwila Municipal Code and ordinances of the City of Tukwila. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. Venue for any action arising from or related to this Agreement shall be exclusively in King County Superior Court. 16. Severability and Survival. If any term, condition or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which by their sense and context are reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this Agreement. 17. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk City of Tukwila 6200 Southcenter Boulevard Tukwila„ WA 98188 Notices to Consultant shall be sent to the following address: SHKS Architects 1050 N 38th Street Seattle, WA 98103 18. Entire A reernent Modification, This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the City and the Consultant and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the parties. 19. Inconsistent Provisions in the event provisions of this Agreement are expressly Inconsistent with AIA B104 and Exhibit A, the provisions in this Agreement shall supersede those contained within AEA 'B104 and Exhibit A. CA revised 1-2013 Page 4 184 DATED this day of CITY OF TUKWILA Allan Ekberg, Mayor Attest/Authenticated CONSULTANT By: Printed Name: Title: Approved as to Form: City Clerk, Christy O'Flaherty Office of the City Attorney CA revised 1-201,3 Page 5 185 186 nlL c n Standard Abbreviated Form ofAgreement Between Owner and Architect AGREEMENT made as of the day of in the. year 2018. (In words% indicate day, month anci y(ar) BETWEEN the Architect's client identified as the Owner: (Alcune, legal status, address and other hyrOrmation) City of Tukwila 6200 Sonthcenter Bon evard Tukwila WA 98188 and the Architect: (Nenne legal status, address and other ittivina(ion) Si-IKS Archtects, PS,, inc. 1050 N 38°' Street Seattle WA 98103 Ph: (206) 675-9 51 for the .ibllowing Project: (Name, location and &gat:lett description) Public Works Facility The Owner and Architect agree as follows. ADDiTIONS AND DELETIONS The author of this document has added information needed for its completion,, The author may also have revised the text of the original AIA standard form. A,n,Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewart A vertical line in the left margin of this document indicates where the author has added necessary information and where he author has added to or deleted from the original AIA text. This document has important legal consequences,. Consuttatton with an attorney is encouraged with respect, to its completion or modification. AIA Docunitent 8104,4 — 2917, Copyright tra 1974,1'978,1'997,1997,2007and 2017 by The American linslaule of Airchitects. Al rights reserved, WARNING: This AIA [Document is protected by U.S. Copyright Law and international' Treaties. Unauthorized reproduction or distribution of this AA i Document, or any nortiou of it, may re.sullt in severe civil and criminal penalties, anti war be prosecuted to the maximuni extent possible reder he raw This docemenl was produced by AIA software at 204144 on 09/25/2018 under Order No.22164341377 which expures on 09130/2019, and is not for liesale. User Notes i 0197989820) 187 rtrorttrt TABLE OF ARTICLES 0 GENERAL TERMS INITIAL INFORMATION 2 ARCHITECT'S RESPONSIBILITIES 3 SCOPE OF ARCHITECT'S BASIC SERVICES 4 SUPPLEMENTAL AND ADDITIONAL SERVICES 5 OWNERS RESPONSIBILITIES 6 COST OF THE WORK 7 COPYRIGHTS AND LICENSES CLAIMS AND DISPUTES TERMINATION OR SUSPENSION, 10 MISCELLANEOUS PROVISIONS 11 COMPENSATION 12 SPECIAL, TE,RMS AND CONDITIONS 13 SCOPE OF THEAGREEMENT ARTICLE 0 GENERAL TERMS § 0.1 Proiect Designation. The Architect is retained by the Owner to perform Phase 1 of the Project, which includes master planning and programmin,g services, a building condition assessment. and determining the lvfti,xionimi Allowable Construction Cost (MACC) for the Project (defined in RCW 39.10,2 [0(1 V )), Certain terms in this Agreement apply only to design services, which may be added to the Architect's Scope of Services by Owner through mutually negotiated amendment. By executing this Agreement, however, the parties understand that the Owner is not obligated to add the design services to Architect's Scope of Services, § 0.2 Scope of Services, The Architect agrees to pet form the services described in this Agreement, including the Architect's Fee Proposa[ dated September 24, 2008, attached to this Agreement as Exhibit A. and any other exhibits that nay be added by an amendment executed by the parties. The sci vices include the provision of all labor, materials, equipment and supplies and include coordination \vith, and incorporating the needs of, other entities and public agencies as directed by Owner, § 0.3 Duration of Agreement; Time for Performance. This Agreement shall be in full Rine and effect for a period commencing upon execution and ending at the completion of required scope of services, unless sooner terminated under the provisions hereinafter specified. Work under this Agreement shall commence upon written notice by the Owner to the Architect to proceed. The Architect shall perform all services and provide all work product required pursuant to this Agreement no later than March 15, 20[9, unless an extension of such time is granted hi writing by the Owner, § 0,4 Payment, The Architect shall be paid by the Owner fbi co ipked, work and for services rendered under this Agreement as tb[lowsi AIA Document BUM" — 2017. Copyright © 1974, 1978,19E17, '1997, 29117 anti 2017 by The American Institute of Architects, All rights reserved:WARNING: This AIA Document is protected by U.S, Copyright Law and International Treaties Unntithorizect reproduction or distribution of thic AlA" Document, or any portion of it, may result in severe civil arid criminal penalties, and will lie prosecntart to the maximum') extent possibte tinder the law. This document was produced by ADA software at 204144 on 149/25/2018 under Order No.2254341377 which expires on 08/30/2419,, and is not for resale, User Notes': (1197886620) 188 Inli A. Payment for the work provided by the Architect shall be made as provided in this Agreernent, provided that the total amount of payment to the Architect shall next exceed Two Hundred Ninety -Seven Thousand Nine Hundred Twenty -Nine IDollars ($297,929,00) without express written nmdification of the Agreement signed by the Owner. B, The Architect may submit vouchers to the Owner once per nionth during the progress of the work for partial payment t'or that portion of the project completed to date, Such vouchers will be checked by the Owner and, upon approval thereof, payment shall be made to the A:rchitect in the amount approved. Final payment of any balance due the Architect of the total contract price earned will be made promptly upon its ascertainment and verification by the Owner after the completion attire work under this Agreement and its iacceptance by the Owner. D, Payment as 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, E. The Architect's records and accounts pertaining to this Agreement are to be kept available for inspection by representatives of the Owner arid the state of Washington for a period of three (3) years after final payments, Copies shall be made available upon request, § 0.5 Compliance with Laws. The Architect shall, in performing the services contemplated by this Agreement, faithfully observe and comply with all federal, stale. and local laws, ordinances and regulations, applicable to the services rendered under this Agreement, § 0,6 Indemnification, The Architect shall indemnify and hold the Owner, its officers, officials, employees and' volunteers harmless from any and all injuries, damages, losses or expenses including reasonable attorney fees and litigation costs to the extent recoverable voider applicable law, to the extent caused by the negligent acts, errors or omissions of the Architect in performance of this Agreement, except for injuries and damages caused by the sole negligence of the Owner, Should a court of competent jurisdiction determine that this Agreement is subject to RCW 424. 5, then, in the event of bodily injury to persons or damages to property caused by or resulting from thc concurrent negligence of the Architect and the Owner, its officers. officials, employees, and volunteers, the Architect's liability hereunder shall be only to the extent of the Architect's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVMED HEREIN iCONSTITUTES THE A RCIIITECT'S WAIVER OF EMPLOYER IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW. SOLELY FOR THE PURPOSES OF THlS, iNDEMNIIFICATION, THIS WAIVER HAS BEEN MUTUALLY NEGOTIATED BY THE PARTIES, The provisions of this section shall survive the expiration or termination of this Agreement. § 0,7 Independent Contractor. The Architect and 'Owner agree that the Architect is an independent contractor with respect to the services provided pursuant to this Agreement, Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto, Neither the Architect nor any employee of the Architect shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement, The Owner shall not be responsible for withholding or otherwise deducting federal income tax or social security or for contributing to the state industrial insurance program, otherwise assuming the duties atm employer with respect to the Architect, or any employee of the Architect, § 0,8 Inconsistent Provisions. In the event provisions of this Au -tick 0 arc expressly inconsistent with any other provision or exhibit of this Agreement, the provisions of this Article 0 shall prevail and take precedence. ARTICLE 1 INITIAL INFORMATION To apply only to design services,, if added by amendment. § 1.1 This Agreement is based on the Initial Information set forth below,. (Slate belolp details of the Project's ,she and program, 011'ner's conhaelors card consultants, Architect ',s• consultants. Owner ''s budget Jar the Cost of the Work, and other inlarmation relevant to the Project) AEA Document B104T"— 2017.. Copyfight 01974, 1978,1987, 1997, 2007 and 2017 by The American lInslitute of Architects, All rights reserved. WARNING', This AlAii Document is protected by U.S. Copyright Law and international Treaties. Unauthorized reproduction or distribution of this Document, or any portioli of it, may result in severe civil and criminal penalties, and will be prosecuted to the, ma xente ti extent plossible Vlicler the law. This document was produced by AIA software al 29,411,44 On 09/25/2018 under Order No.2264341377 which expires mn 0800/2019, and is not for resale. User Notesii (1197888820) 189 Init. Initial Information is set foi th in the attached Exhibit ___ [to be negotiated", which is incorporated by reference Initial information is to include construction budget, anticipated design arid construction milestones. Owner representatives. and Architect's consultants §1.2 The Owner and Architect may rely on the Initial Information, Both parties, however, recognize that such information may materially change and, in that event, the Owner and the Architect shall appropriately adjust the schedule. the Architect's services and the Architect's compensation, The Owner shall adjust the Owner's budget for the Cost of the Work and the Owner's anticipated design and construction inilestones, as necessary, to accommodate material changes in the Initial Infoi §1.3 The parties shall agree upon protocols governing the transmission and use of instruments of Service or any other information or documentation in digital form, The parties will use AIA Document E203Th_2013, Building Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of digital data. §1.3.1 Any use of, or reliance on, all or a portion of a building information model without agreement to protocols governing the use of, and reliance on, the information contained in the model and without having those protocols set forth in AIA Document E203Tm--2013, Building lnformation Modeling and Digital Data Exhibit, and the requisite AIA Document G202Thl-2013„ Project Building information Modeling Protocol Form, shall be at the using or relying party's sole risk and without liability to the other party and its contractors or consultants, the authors of, or contributors to, the building information model, and each of their agents and employees. ARTICLE 2 ARCHITECT'S RESPONSIBILITIES § 2.1 The Architect shall provide the professional services set forth in this Agreement consistent with the professional skill and care ordinarily provided by architects practicing in the same or similar locality under the same or similar circumstances. The Architect shall perform its services as expeditiously as is consistent with such professional skill and care and the orderly progress of the Project. § 2.2 The Architect shall procure and maintain for the duration of the 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 Architect, its agents, representatives, or employees. A. Minimum Amounts and Scope of Insurance. Architect shall obtain insurance of the types and with the limits described below: .1 Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000.000 per accident. Automobile Liability insurance shall cover all owned, non -owned, hired and leased vehicles. Coverage shall be written OD Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability covei age If necessaiy, the policy shall be endoised to provide contractual liability coverage. .2 Commercial General Liability insurance with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. Commercial General Liability insurance shall be written on ISO occurrence form CO 00 01 and shall cover liability arising from premises, operations, independent contractois and personal injury and advertising injury. Owner shall be named as an insured under the Architect's Commercial General Liability insurance policy with respect to the work performed for the Owner. .3 Worker's Compensation coverage as required by the Industrial Insurance laws of the State of Washington, .4 Professional Liability with limited of no less than $1,000,000 per claim and $1.000,000 policy aggregate limit, Professional Liability insurance shall be appropriate to the architectural profession. B. Other Insurance Provision. The Architect's Commercial General Liability, insurance policies a; e to contain, or be endorsed to contain that they shall be primary insurance with respect to the Owner, Any insurance, AIA Document 6104," — 2017. Copyright*1974, 1978, 1987. 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved, WARNING: This AIA' Document is protected by U.S. Copyright Law and Internationat Treaties. Unauthorized reproduction or distribution of this AIADocument, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 2041.44 on 09125/2018 under Order No 2204341377 which expires on 08130/2019, and is not for resale User Notes: (1197888820) 190 self-insurance, or insurance pool coverage maintained by the Owner shall be excess of the Architect's insurance and ,shalt not be contributed or combined with it. C. Acceptability. Insurance 's to be placed with, insurers NYitit o current A.M. Best rating of not less than A; Vil, D. Verification of Coverage. Architect shall furnish the Owner with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Architect before commencement of the work. Certificates of coverage and endorsements as required by this section shall be delivered to the Owner within fifteen (is) days of execution of this Agreement. E. Notice of Cancellation, The Architect shall provide the Owner with written notice of any policy cancellation, within two business days of their receipt of such notice. F. Failure to Maintain Insurance. Failure on the part of the Architect to maintain the insurance as required shall constitute a material breach of contract, upon which the Owner may, after giving live business days' notice to the Architect to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums On connection therewith, with any 'sums so expended to be repaid to the Owner on demand, or at the sole discretion of the Owner, offset against funds due the Architect from the Owner. § 2.3 Certificates of Insuran,ce, The Architect shall provide certificates of instuance to the Ovum hat evidence compliance with the requirements in Section 2.2. ARTICLE 3 SCOPE OF ARCHITECT'S BASIC SERVICES — To apply only to design services, if added by amendment, § 3.1 The Architect's Basic Services consist of those described for this Article 3 and include usual and customary structural, inechanical, and electrical engineering services. Services not set forth in this Article 3 are Supplemental or Additional Services. § 3.1.1 The At ehitect shall coordinate is Services with those services provided by the Owner and the Owner's consultants. The Architect shall be entitled to rely on (1) the accuracy and completeness of the services and information furnished by the Owner and (2) the Owner's approvals. The Architect shall provide prompt written nonce to the Owner if the Architect becomes aware of any error, omission, or inconsistency in such services or information. § 3.1.2 As soon as practicable after the date of this Agreement, the Architect shall submit for the Owner's approval a schedule for the performance of the Architect's Services. Once approved by the Owner, time limns, established by the schedule shall not, except for reasonable cause, be exceeded by the Architect or Owner. With the Owner's approval, the Architect shall adjust the schedule, if necessary, as the, Project proceeds until the commencement of construction. § 3.1.3 The Architect shall assist the Ower 1 connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. § 3.2, Schematic Design Phase Services § 3.2.1 The Architect shall review the program and other information furnished by the Ownet, and shall review laws, codes, and regulations applicable to the Architect's services, § 3.2.2 The Architect shall prepare a preliminary evaluation of the Owner's program, ,schedule, budg,et for die Cost of the Work, Project site, the pioposed procurement and delivery method, and other Initial inforination, each in terms of the other, to ascertain the requirements of the Project, The Archi'tect shall notify the Owner of (1) any inconsistencies discovered in the information. and (2) other information or consulting services that may be reasonably needed for the Project, § 3.2.3 The Architect shall present its preliminary evaluation to the Owner and shall discuss with the Owner alternative approaches to design and construction of the Project. The Architect shall reach an understanding with the Owner regarding the, requirements of the Project. AIA Document 5104 r. —2017„ Copyright© 19,74,, 1978„ 1987,1997,28ho 07 and 2017 by TAmerican Institute of Arclidecls„ AM rights reserved;WARNING: Ilirs Ira AIA,- ,Documont Os protected by U,S. Copyright Law and International Treaties, Unauthorized reproduction or thstribution of this Alk. Doctirrient, or any portion of it, onay result in severe cit l andcriminal penalties, and will be prosecuted to the maximum extent possible under the law. This docurriont was / produced by AIA software at 28:4144 on 09125/2018 under Onler No,2264341377 which exprres on 0E00/2019, and is riot for resale, User Notes(1197880820) 191 Init. 3.24 Based on the Project requirements agreed upon with the Owner, the Architect shall prepare and present, for the Owner's approval, a preliminary design illustrating the scale and relationship of the Project components, § 3.2.5 Based on the Owner's approval of the preliminary design, the Architect shall prepare Schematic Design Documents for the Owner's approval. The Schematic Design Documents shall consist of drawings and other documents including a site plan, i appropriate, and preliminary building plans. sections and elevations; and may include some combination of study models, perspective sketches, or digital representations. Prelim Maly selections of major building systems and construction materials shall be noted on the drawings or described in writing, (Paragraphs dele(ear) § 3.2.5.1 The Architect shall consider sustainable design alternatives, such as material choices and building orientation, together with other considerations based on program and aesthetics, in developing a design that is consistent with the Owner's program, schedule and budget for the Cost of the Work. The Owner may obtain more advanced sustainable design services as a Supplemental Service under Section 4.1. § 3.2.5.2 The Architect shall consider the value of alternative materials, building systems and equipment, together with other considerations based on program and aesthetics, in developing a design for the Project that is consistent with the Owner's program, schedule, and budget for the Cost of the Work. § 3.2.6 The Architect shall review the cost consultant's estimate of the Cost oftheork prepared in accordance with Section 6.3 prior to submitting die estimate to Owner. § 3,2,7 The Architect shall submit the Schematic Design Documents to the Owrer. and request the Owner's approval, § 3.3 Design Development Phase Services § 3.3.1 Based on the Owner's approval of the Schematic Design Documents, and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Design Development Documents for the Owner's approval. The Design Development Documents shall illustrate and describe the development of the approved Schematic Design Documents and shall consist of drawings and other documents including plans, sections, elevations, typical construction details, and diagrammatic layouts of building systems to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, and other appropriate elements, The Design Development Documents shall also include outline specifications that identify major materials and systems and establish, in general, their quality levels. § 3.3.2 The Architect shall review the updated estimate of the Cost of the Work prepared in accordanceaccordnnce WithSection 6.3. § 3.3.3 The Architect shall submit the Design Development Documents to the Owner, advise the Owner of any adjustments to the estimate of the Cost of the Work, and request the Owner's approval prior to submitting the estimate to the Owner, § 3.4 Construction Documents Phase Services § 3.4.1 Based on the Owner's approval of the Design Development Documents, and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Construction Documents for the Owner's approval. The Construction Documents shalHllustrate and describe the further development of the approved Design Development Documents and shall consist of Drawings and Specifications setting forth in detail the quality levels and performance criteria of materials and systems and other requirements for the construction of the Work, The Owner and Architect acknowledge that, in order to perform the Work, the Contractor will provide additional information, including Shop Drawings, Product Data, Samples and other similar submittals, which the Architect shall review in accordance with Section 3,6,4, (Palwgraphs deleted) § 3,4.2 The Architect shall incorporate the design requirements of governmental authorities having jurisdiction over the Project into the Construction Documents. (Paragivphs deleted) AIA Document B104," — 2617. Copyright 1974,1978,1907,1997.2007 and 2017 by The American Institute of Architects. All rights reserved, VVARNING:. This AIA' Document is protected by U.S. Copyright Law and International Treaties, Unauthorized reproduction or distribution of this AIA ° Document, or any portion of it, may result in severe civil and criminal penalties, and will he prosecuted to the maximum extent possible under the law, This document was produced by AIA software at 2041 44 on 09/25/2018 under Order No 2264341377 which expires on 08/30/2019, and is not for resale. User Notes'. (1197888820) 192 § 3,4.3 During the development of the Construction Documents, the Architect shall assist the Owner in the development and preparation of (1), procurement inidomation, that describes the time, place, and conditions of bidding, including bidding or proposal -forms; (2) the foim of agreement between the C)wner and Contractor; and (3) the Conditions of the Contract for Construction (General, Supplementary and other (Tonditions). The Architect shalt also compile a project manual that, includes the Conditions of the Contract for Construction and Specifications, and may include bidding requirements and sainple forrns, (Paragraphs deleted) § 3.4.4 The Architect shall ,review and provide written comment to the construction cost estimate pruduccd by tine Architect's estinnating consultant Or GCCM. including scope of work missing from the estimate. The Architect shall provide written concurrence that the estimate reflects the construction documents produced by the Architect. The Architect shall have seven (7) days to review and provide comments to the estimate from the date the estimate is received. This scope also applies to inten mediate, construction document submittals (Patagraphs deleted) § 3.4.5 The Architect shall submit the Construction Documents, along with a \vrinen statement that the Owner's design development comments have been incorporated into this submittal, to the Owner, take any action required under Section 6.5, and request the Owner's approval § 3.5 Procurement Phase Services § 3.5.1 General The Architect shall assist the Owner n establishing a list of pi ospective contractors. Following the Owner's approval of the Construction Documents, the Architect shall assist the Owner in (1) obtaining either competitive bids or negotiated proposals; (2) confirming responsiveness of bids or proposals; (3) determining, the successful bid or proposal, if any; and, (4) varding and preparing contracts for construction. § 3.5,2 Competitive idding § 3,5.2.1 Bidding DOCUITICIIIS shall consist of bidding requirements and proposed Contract Docomen § 3.5.2.2 The Architect shall assist the, Owner in bidding the Project by: .1 facilitating Me distribution of Bidding Documents to prospective bidders: .2 organizing and conducting a prc-bid conference for prospective bidders; .3 preparing responses to questions from prospective bidders and providing clarifications and interpretations of the Bidding Documents to the prospective bidders in the form of addenda; and, .4 ,organizing and conducting the, opening of the bids, and subsequently doc,umenting and distributing the bidding results, as directed by the Owner. § 3,5.2.3 If the Bidding Documents permit substitutions, upon the Owner's written, authorization, the Architect shall consider requests for substitutions and prepare and distribute: addenda identifying approved substitutions to all, prospective bidders § 3.5.3 Negotiated Proposals § Proposal Documents shall consist of pooposal require eras and proposed Contract Documents. § 3,53.2 The Architect shall assist the Owner in obtaining proposals by: .1 facilitating the distribution of Proposal, Documents for distribution to prospective contractors and requesting their return upon completion of the negotiation process; .2 organizing and participating in selection interviews with prospective contractors; .3 preparing, responses to questions limn prospective contractors and providing clarifications and interpretations of the Proposal Documents to the prospective contractors in the l'orm of addenda:, and, .4 participating in negotiations with prospective contractors, and subsequently preparing a summary report of the negotiation results, as directed by the Owner. § 3.5.3.3 If the Proposal Documents permit, substitutions, upon the Owner's written authorization., the Architect shall, as an Additional Service, consider requests for substitutions, and prepare and .distribute addenda identifying approved At re A DOCUment B104'" — 2017. Copyright 1974, 1978, 1987, 1997, 2907 and 2017 by The American InstaWe MI Architects, All rights reserved.WARNING 'Nils Init. itIA'Document is protected by U.S%Copyriigpit Law and Internatronal Treaties, Udaultiorized reproduction or distribution of this AllA"' Document, or .any portion of P1, may result in severe civil and criruipal penalties, altd will, be prosecuted to Inc maximum extent possible under the Paw. Thisdocument was i produced by MA software at 20:41M. on 09/25/2018 under Order No.2284341377 'wl*nch expires on 08/30/2919, and is not for resale. User Notes: (1197.888820) 7 193 init. stitutions to all prospective contractors § 3.6 Construction Phase Services § 3.6.1 General § 3.6.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set forth below and in the construction agreement between the Owner and Contractor ("Construction Agreement"). Construction administration services in excess of those contemplated below and in the Construction Agreement will be performed as Additional Services, § 3.6.1.2 The Architect shall advise and consult with the Owner during the Construction Phase Services, The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement. The Architect shall not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures. or for safety precautions and programs in connection with the Work, nor shall the Architect be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents, The Architect shall be responsible for the Architect's negligent acts or omissions, but shall not have control over or charge of and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the Work, § 3.6.1.3 Subject to Section 4.2, the Architect's responsibility to provide Construction Phase Services commences with the award of the Construction Agreement and terminates on the date the Architect issues the final Certificate for Payment. § 3.6,2 Evaluations of the Work § 3.6,2.1 The Architect shall visit the site at intervals appropriate to the stage of construction, or as otherwise required in Section 4.2.2 to become generally familiar with the progress and quality of the portion of the Work completed, and to determine, in general, if the Work observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect shall not be required to make exhaustive or continuous on -site inspections to check the quality or quantity of the Work. On the basis of the site visits, the Architect shall keep the Owner reasonably informed about the progress and quality attic portion of the Work completed, and promptly report to the Owner ( I) known deviations from the Contract Documents, (2) known deviations from the most recent construction schedule submitted by the Contractor, and (3) defects and deficiencies observed in the Work. § 3.6.2.2 The Architect will consult with the Owner concerning the advisability of rejecting Work that is observed to be out of conformity with the Contract Documents, Whenever the Architect considers it necessary or advisable, the Architect shalt have the authority to require inspection or testing of the Work in accordance with the provisions ofthe Contract Documents, whether or not the Work is fabricated. installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors. suppliers, their agents or employees. or other persons or entities performing portions of the Work. § 3.6.2.3 The Architect shall interpret and decide matters concerning performance under, and requirements of the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness. (Paragraphs deleted) § 3.6.2.4 Interpretations and decisions of the Architect shalt be consistent with the intent of, and reasonably inferable from, the Contract Documents and shall be in writing or in the form of drawings, When making such interpretations and decisions, the Architect shall endeavor to secure faithful performance by both Owner and Contractor, shall not show paitiality to either, and shall not be liable for results of interpretations or decisions rendered in good faith. The Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents. § 3.6.2.5 The Architect shall render initial decisions on Claims between the Owner and Contractor as provided in the Contract Documents, AIA Document B104 T" — 2017. Copyright e 1974, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved, WARNING: This AIA'' Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIADocument, or any portion of it, may result in severe civil and criminal penalties, and wilt be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 20:41:44 on 09/25/2018 under Order No.2264341377 which expires on OB/30/2019. and is not for resale. User Notes; 0197888620) 194 § 3.6.3 Certificates for Payment to Contractor § 3.6.3.1 The Architect shall review Mid certify the am.ounts clue the Contractor and shall issue certificates in such amounts. The Architect's certification for payment shall constitute a representation to the Owner, based on the Architect's evaluation of the Work as provided in Section. 3.6.2 and on the data comprising the Contractor's Application for Payment,that, to the best of the Architect's knowledge, information and belief, the Work has progressed to the point indicated, the quality ,of the Work is in accordance with the Contract Documents, and that the Contractor is entitled to payment On the amount certified. The foregoing representations are subject to ( ) an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, (2) results of subsequent tests and inspections, (3) correction of minor deviations from the Contract Documents prior to completion, and (4) specific qualifications expressed by the Architect, § 3.63.2 The issuance of a Certificate for Payment shall not be a representation that the Architect has (I) made exhaustive or• continuous on -site observations or inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors, and suppliers and other data requested by the Owner to substantiate the Contractor's right to payment, or (4) ascertained how or for what purpose the Contractor has used inoney previously paid on account of the Contract Sum.. § 3,63.3 The Architect shall maintain a record of the Applications and Certificates for Payment. § 3,6,4 Submittals § 3,6.4.1 The Architect shall review the Contractor's submittal schedule and shall not unreasonably delay or withhold approval of the schedule. The Architect's action in reviewing submittals shall be taken in accordance with the approved submittal schedule or, in the absence of an approved submittal schedule, with reasonable promptness, while allowing sufficient time, On the Architect's professional judgment. to permit adequate review, § 3.6.4,2 The Architect shall review and approve, reject, or take other appropriate action, upon the Contractor's submittals such as Shop Draw in.gs, Product Data and Samples, but only for the limited purpose of checking for conformance with, information given and the design concept expressed in the Contract Documents. Review of such submittals is not for the purpose of determining the accuracy and completeness of other information such as dimensions, quantifies, and installation or performance of equipment or systems, which are the Contractor's responsibility, The Architect's review shall not constitute approval of safety precautions or any construction inears. methods, techniques, sequences or procedures. The Architect's review of or approval of a specific item shall not indicate review or approval of an assembly of ‘vhicl . the item Os a component. § 3.6.4,3 If the Contract Documents specifically require the Contractor to provide professional design services or certifications by a design professional related to systems, materials or equipment, the Architect shall specify the appropriate performance and design criteria that such services must satisfy, The Architect :shall review and take appropriate ,action on Shop Drawings and other submittals related to the Work designed or certified by the Contractor's design professional, provided the submittals bear such prole.ssional's seal and signature when submitted to the Architect. The review shall be for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect shall be entitled to rely upon, and shall not be responsible for, the adequacy and accuracy of the services, certifications, and approvals performed or provided by such design professionals. § 3.6.4,4 The Architect shall review and respond to written requests for information about the Contract Documents, The Architect shall set forth, in the Contract Documents, the requirements for requests for information. Requests for information shall include, at a minimum, a detailed written statement that indicates the specific Drawings or Specifications in need or clarification and the nature of the clarification requested, The Architect's response to such requests shall be made in writing within any time limits agreed upon, or otherwise with reasonable promptness. If appropriate, the Architect shall prepare and issue supplemental Drawings and Specifications On response to the requests for information,. § 3.6,5 Changes in the Work § The Architect may order minor changes in the Work that are consistent with the intentof the Contract Documents and do not involve an adjustment On the Contract Sum Or flO eNiellsion of the Contract Time. Subject to hilit. MA Document 11194 "1— 2017. Copyright (0 1974, 1970, 1967„ 1997, 2007 and 2017 by The American Institute of Archttecisi Ali rights reserved. WARNING' This'nt. ALA" Document is pirotectod by 0.0, Copyright Law end International Treaties. Unauthorized reproduction or chstributivii of this AMDocument, or any portion of it, may result in severe civil and criminal penalties, anti will be prosecuted to the maximum extent possible tindor the law. This document was ii produced by MA software al 204144 on 09/25/2616 under Order No.2264341377 which expires on 08/30/2019, and is 'not for resale, User Notes: 019708829) 9 195 In it. Section 4.2,3, the Architect shall prepare Change Orders and Construction Change Directives tbr the Owner's approval and execution in accordance with the Contract Documents, § 3.6.5.2 The Architect shall maintain ecoids relative to changes in the Work. § 3.6.6 Project Completion § 3.6.6,1 The Architect shall: .1 conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; .2 issue Certificates of Substantial Completion; .3 forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract Documents and received from the Contractor; and, .4 issue a final Certificate for Payment based upon a final inspection indicating that, to the best oldie Architect's knowledge, information, and belief, the Work complies with the requirements atilt Contract Documents. § 3.6.6.2 The Architect's inspections shall be conducted with the Owner to check the general conformance of the Work with the requirements of the Contract Documents and to ye' ify the accuracy and completeness of the list submitted by the Contractor of Work to be completed or collected. § 3.6.6.3 When Substantial Completion has been achieved, the Architect shall inform the Owner about the balance of the Contract Sum remaining to be paid the Contractor, including the amount to be retained frovn the Contract Sum, if any, for final completion or correction of the Work, § 3.6.6.4 The Architect shall forward to the Owner the following information received from the Contractor: (1) consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final payment; (2) a tlidavits, receipts, releases and waivers of Hens, or bonds indemnifying the Owner against liens; and (3) any other documentation required of the Contractor under the Contract Documents. § 3,6.6.5 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion, the Architect shall, without additional compensation, conduct a meeting with the Owner to review the facility operations and performance. ARTICLE 4 SUPPLEMENTAL AND ADDITIONAL SERVICES § 4.0 Additional Services for Phase 1 of the Project are identified in Exhibit A. The Architect may provide these Additional Services after execution of this Agreement without invalidating the Agreement. Upon recognizing the need to perform Additional Services, the Architect shall notify the Owner, or the Owner shall notify the Architect, as appropriate, The Architect shall not provide the Additional Services until the Architect receives the Owner's written authorization. Except for services required due to the fault of the Architect, any Additional Services provided in accordance with this Section 4.0 shall entitle the Architect to compensation pursuant to Section 11.3. Sections 4.1 through 4.2.4 will apply to Design Services, if added by amendment: § 4.1 Supplemental Services are not included in Basic Services but may be required for the Project. The Architect shall provide the Supplemental Services indicated below, and the Owner shall compensate the Architect as provided in Section 11.2, Supplemental Services may include programming, site evaluation and planning, environmental studies, civil engineering, landscape design, telecommunications/data, security. measured drawings olexisting conditions, coordination of separate contractors or independent consultants, detailed cost estimates, on -site project representation beyond requirements of Section 4.2.2, value analysis, interior architectural design. tenant related setvices, preparation of record diawings, commissioning, sustainable project services, and any other services not otherwise included in this Agreement, (Identify below the Siippleinental Services dull the Architect is required to provide and insert ci description ofeach Supplemental Service, if nogirrther described in an exhibit attached to this document) The table of responsibility for and description of Supplemental Services are set forth in the attached Exhibit [to be negotiated], which is incorporated by reference. § 4,2 The Architect may provide Additional Services after execution of this Agreement without invalidating the AIA Document E3104m -2017, Copyright 01974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects, All rights reserved, WARNING: This AIA', Document is protected by U.S. Copyright Law and International Treaties, Unauthorized reproduction or distribution of this ArADocument, or any portioof it, may result in severe civil and criminal penanm alties, d will be prosecuted to the aximm uextent possibunder e the law, This document was n10 produced by AIA software at 20'41 44 on 09/25/2018 under Order No.2264341377 which expires on 08/30/2019, and is not for resale. User Notes: (1197888820) 196 Agreement, Upon recognizing the need to perform Additional Services, the Architect shall notify the Owner. 'Fhe Architect shall not provide the Additional Services until the Architect receives the °MCI'S written authorization, Except t'or services required due to the fault of the Architect any Additional Services provided in accordance with this Section 4.2„shall entitle the Architect to compensation pursuant to Section I 1.3, § 4,2.1 The Architect shall provide services necessitated by a change On the niLial nformation, changes in previous instructions or approvals given by the Owner, or a material change in the Project including size: quality; coinplexity, the Owner's schedule or budget tbr Cost of the Work: or procurement or delivery method as an Additional Service„ § 4.2,2 The Architect has included in Basic Services to be negotiated ( ) visits to the site by the Architect during construction. The Architect shall conduct site, visits in excess of that amount as an Additional Service. § 4.2.3 The Architect shall, as an Additional Service, provide services made necessary by a Contractor's proposed change in the Work, 'the Architect shall prepare revisions to the Architect's histruments of Service necessitated by Change Orders and Construction Change Directives as an Additional Service. § 4.2,4 lithe services covered by this Agreement have not been completed within to be negotiated ( months of the date of this Agreement, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as Additional Services, ARTICLE 5 OWNER'S RESPONSlEILATIES — To apply only to design services„ if added by amendment, § 5,1 Unless otherwise provided for under this Agreement, the Owner shall provide information in a timely manner regarding requirements for and limitations on the Project, including a written program vvhich shall set forth the Owner's objectives, schedule, constraints and criteria, including space requirements. and relationships, flexibility, e,xpandability, special equipment, systems and site requirements, § 5.2, The Owner shalt establish the Owner's, budget for the Project, including (I ) Me, budget for the Cost:of the Work as defined in Section 6;1; (2) the Owner's other costs; and, (3) reasonable contingencies related to all of these costs, The Owner shall update the Owner's budget for the Project as necessary throughout the duration of the Project until final completion. if the Owner significantly increase,s or decreases the Owner's budget for the Cost of the 1Nfork, the Owner shall notify tlue Architect. The Owner and the Architect shall thereafter agree to a corresponding change in the Project's scope and quality. § 5,3 'Flue Owner shall furnish surveys to describe physical characteristics. legal limitations and utility locations for the site of the Project; a 'written legal description of the site; and services of geotechnicat engineers or other consultants, when the Architect requests such services and demonstrates that they are reasonably required by the scope of the Project. § 5.4 The Owner shall coordinate the services of its own consultants with those services provided by the Architect, Upon the Architect's request, the Owner shall furnish. ,copies of the scope of services in the contracts between the Owner and the Owner's consultants., The Owner shall require that its consultants and contractors maintain insurance, including professional liability insurance, as appropriate to the services or work provided. § 5,5 The Owner shall furnish tests, inspections and reports required by law or the ContIttet Documeins, such as structural, mechanical, and chemical tests; tests for air and water pollution; and tests for hazardous, inaterials. § 5.6 The. Owner shall furnish ,alt. legal., insurance and accounting services, including auditing services, that may he reasonably necessary at any time for the Project to meet the Owner's needs and interests. § 5,7The Owner shall provide prompt written notice to the Architect if tic OW1.181 becomes aware of any fault or defect On the Project,including errors, omissions, or inconsistencies in the Architect's Instruments of Service. § 5.8 The Owner shall endeavor to comm 0.M icate with the Contractor 'through the Architect about matters arising out of or relating to the Contract Documents, AM Document B1041'" — 2017. Copyright OD 1974, 1976, '1987, 1997, 2007 and ,2017 Sy The American Insiitute of Architects, All rights reserved„ WAR NiNG;; This, Al Document is protected by U.S. Copyright Law and Intern,ationall Treatics„ Ullauthoilzed reprod in:titan or distribution of this AA Daturnent, or any II portion of it, may result in severe civil and criminal lionnities, and will be prosecuted to the maximum extent possible under the law,. This document was produced by AIA software ,at 2041A4 on 09/25/2018 under order No.22641341377 which expires on 06/30/2019, and is net ;for resale. User Notes:, (1197088820) 197 § 5,9 The Owner shalt provide the Architect access to the Project site prior to commencement of the Work and shall obligate the Contractor to provide the Architect access to the Work wherever it is in preparation or progress. § 5.10 Within 15 days after receipt of a written request from the Architect, the Owner shall furnish the requested information as necessary and relevant for the Architect to evaluate, give notice of, or enforce lien rights. ARTICLE 6 COST OF THE WORK — To apply only to design services, if added by amendment. § 6.1 For purposes of this Agreement, the Cost of the Work. shall be the total cost to the Owner to construct all elements oldie Project designed or specified by the Architect and shall include contractorsgeneral conditions costs, overhead and profit. The Cost of the Work also includes the reasonable value of labor, materials, and equipment, donated to, or otherwise furnished by, the Owner, and all other items included in the definition of IvIACC in RCW 39.10.210(11)), The Cost of the Work does not include the compensation of the Architect; the costs of the land, rights -of -way, financing, or contingencies for changes in the Work; or other costs that are the responsibility of the Owner, § 6.2 The Owner's budget for the Cost of the Work shall be adjusted throughout the Project as required under Sections 5.2, 6.4 and 6.5. Any evaluations of the Owner's budget for the Cost of the Work, and the preliminary estimate of the Cost of the Work and updated estimates of the Cost of the Work provided by the Architect, represent the Architect's judgment as a design professional. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, materials or equipment; the Contractor's methods of determining bid prices; or competitive bidding. market or negotiating conditions. Accordingly. the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's budget for the Cost of the Work, or from any estimate of the Cost of the Work, or evaluation, prepared or agreed to by the Architect. § 6.3 The Architect will provide the services of a professional estimating consultant as an Additional Service. In preparing estimates of the Cost of Work, the Architect's consultant shall be permitted to include contingencies for design, bidding and price escalation: to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents: to recommend reasonable adjustments in the program and scope of the Project; and to include design alternates as may be necessary to adjust the estimated Cost of the Work to meet the Owner's budget. The Architect's consultant's estimate of the Cost of the Work shall be based on current area, volume or similar conceptual estimating techniques. if the Owner requires a detailed estimate of the Cost of the Work, the Architect shall provide such an estimate, it' identified as the Architect's responsibility in Section 4.1, as a Supplemental Service. § 6.4 If, through no fault of the Architect, construction procurement activities have not commenced within 90 days after the Architect submits the Construction Documents to the Owner the Owner's budget for the Cost of the Work shall be adjusted to reflect changes in the general level of prices in thc applicable construction market § 6,5 If at any time the estimate of the Cost of the Work exceeds the Owner's budget for the Cost of the Work, the Architect shall make appropriate recommendations tO the Owner to adjust the Project's size. quality or budget for the Cost of the Work, and the Owner shall cooperate with the Architect in making such adjustments. § 6.6 If the Owner's current budget for the Cost of the Work at the conclusion of the Construction Documents Phase Services is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall .1 give written approval of an increase in the budget for the Cost of the Work; .2 authorize rebidding or renegotiating of the Project within a reasonable time; .3 terminate in accordance with Section 9.5: .4 in consultation with the Architect, revise the Project program, scope. or quality as required to reduce the Cost of the Work: or ,5 implement any other mutually acceptable alternative. § 6.7 lithe Owner chooses to proceed under Section 6.6,4, the Architect shall modify the. Construction Documents as necessaiy to comply with the Owner's budget for the Cost of the Work at the conclusion of the Construction Documents Phase Services, or the budget as adjusted under Section 6.6.1. If the Owner requires the Architect to modify the Construction Documents because the lowest bona fide bid or negotiated proposal exceeds the Owner's budget for the Cost of the Work due to market conditions the Architect could not reasonably anticipate, the Owner shall compensate the Architect for the modifications as an Additional Service pursuant to Section 1 .3; otherwise the Architect's services shall AIA Document 8104".— 2017. Copyright 1974, 1970, 1987, 1997, 2007 and 2017 by The American institute of Architects. All rights reserved. WARNING: This I nit. AIA'' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA* Document, or any / 2 portion of it, may result in severe civil and criininal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AfA software at 2041:44 on 09/25/2018 under Order No.2264341377 which expires on 08/30/2019, and is not for resale User Notes: (1197888820) 198 be without additional compensation. In, any event. the: Architect's modifileation of the COIIISITUCti011 Documents shall be the limit oldie Arehitect's responsibility under this Article ARTICLE 7 COPYRIGHTS AND LICENSES § 7.1 Upon the inakine of Fria' payment to the Architect, the Owner shall receive ownership of the property rights, including copyrights, of ,all documents, drawings, specifications, electronic data and information (Documents") prepared, provided or procured by the Architect or by consultants etaned by the Architect for this Project, If requested to do so by the Owner, the Architect shill assign its copyrights to Owner and execute all other documents necessary to give effect to this section, The transfer of such ownership to the Owner shall not prevent the Architect or its consultants from ising or replicating an individual standard feature and functionally -required element shown in the Documents or to retain electronic data or other reproducible copies ()lithe Documents or the right to reuse information contained in them in their normal course of business and the Architect shall have a nonexclusive license to so use the documents. The Architect and its consultants ,shall be dee,med the authors of such Documents, and shall be given appropriate credit in the public display o f such Docinnents. 'The transfer of ownership of the Documents to the Owner provided for herein shall not be deemed to be a sale of goods by the Architect, and the Architect makes no warranties, express or implied, :or merchantability or fitness for a particular purpose as provided for by RCW 62A.2 et seq. § 7.2 fthis Agreement is terminated. the Owner shrill receive ownership of the property rights, of the Documents upon, payment of all sums due. at which time, the Owner shall have the right to use, to reproduce and to make derivative works from the Documents to complete the Project. If this Agreement is terminated For default, the Owner is entitled ownership rights upon such notice of termination to the Architect Architect agrees to assign all copyrights to Owner as necessary to effectuate this Article. § 7.3 The Owner may use, reproduce or make derivative works from the Documents for subsequent renovation and remodeling of the Project, but shall not use, reproduce or make derivative works from the Documents to other projects. The Owner's use of the Documents without the Architect's involvement or on other projects is at the Owner's sole risk. § 7.3.1 This section is only to apply only to design services, it added by amendment: In the event the Owner uses the Instruments of Service without retaining the authors of the Insult:mews of Service, following termination of this Agreement when the Architect is not On default, or following completion of the Arc,hitect's, performa,nce under this Agreement, the Owner releases the Architect and Architect's consultant(s) from all claims and causes of action arising from such uses, but only to the extent damages could have been reduced or avoided had the author of the instruments of Service been retained with respect to the. use. The Owner, to the extent permitted by law. further agrees to indemnify and hold harmless the Architect and its consultants from all costs and expenses, including the cost of defense, related to claims and causes of action asserted by any third person or entity to the extent such costs and expenses arise from the Owner's use of the Instruments of ,Service under this Suction 7,3.1. The terms of this Section 7,3,1 shall not apply Of the Owner rightfully terminates this Agreement for cause under Section 9„4, § 7.4 The Architect shall obtain from its consultants, property rights, ,and rights of rise that correspond to the rights given by the Architect to the Owner in this Agreement, § 7.5 The provisions: of this Article 7 shall survive the termination of this Agreement. ARTICLE 8 CLAIMS AND DISPUTES § 8.1 General § 8.1.1 The Owner and Architect shall commence all claims and causes of action against the other and arising out of or related to this Agreement, whether in contract, tort, or otherwise, in accordance with the requirements of the binding dispute resolution method selected On this Agreement and within the period specified by applicable laW, but in any case not more than 10 years after the date of Substantial, Completion of the Work. The Owner and Architect waive all claims and causes of action not commenced in accordance with this Section 8.1. § 81.2 To the ,extent damages are covered by property insurance, the Owner and Architect waive all rights against each other and against the contractors„ consultants, agents., and employees of the other, for damages, except such rights as they may have to the proceeds of such insurance its set forth in the Construction Agreement The Owner or the init. ALA Document 8104"'— 20i7, C'opyrigh/ (0 1974, 1978,1987, 1997, 2007 and 2017 by 'The American, Instilute or Architects, All rights, reserved. ViVARNING: This AIA" Document, is protected by U,S., Copyright Law and International rreaties, Unauthorized reproduction or rllstribution of this AA Dociirilent,, or any' 13 portion of it, inay result in severe civil and criminal penalties, and will be prosecuted te the maximum extent possible under the law, This document was / produced by AEA software al 204144 on 09/25/2018 under Order No,2264,341377 which expires on 08/3012019, and is not for resole„ User I,llotes (1197888820) 199 Init. Architect. as appropriate, shall require of the contractors., consultants, agents, and employees of any of them, :similar waivers in .favor of the other parties enumerated herein„ § 8.1,3 The Architect and Owner waive consequential clamages for claims, disputes or other matters in question, arising out of or relating to this Agreement„ This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination of this Agreement, except as specifically provided in Section 9.6 § 8.2 Mediation § 8.2,1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to direct negotiations per Section 12.1 then mediation as a condition precedent to binding dispute resolution. If such mittte r relates to or is the subject of a hen arising out of the Architect's services, the Architect may proceed in. accordance with applicable law tocomply with the, lien notice or filin.g deadlines prior to resolution of the matter by mediation or by bind.ing dispute resolution. § 8.2.2 If direct negotiations fail to resolve any dispute between the parties, the Owner and Architect shall endeavor to resolve claims, disputes, and other matters in question between them, by mediation, which, unless the parties mutually agree otherwise, shall be administered by the AmeriCan Arbitration Association On accordance with its Construction Industry Mediation Procedures in effect on the date of this Agree.inent. The parties shall share the tnediator's fee and any filing fees equally, 'file mediation shalt be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements itt any court having jurisdiction thereof, § 8.2.3 If the parties dlo not resolve a dispute till ough mediation pursuant to this Section 8.2, the method of binding dispute, resolution shall be the following: (Cheek the appropriale,1 box.) ] Arbitration pursuant to Section 8.3 of this Agi cement 1 X I Litigation in a court of competent jurisdiction [ ] Other: (,Specili.)) If the Owner and Architect do not select a method of binding dispute resolution, or do not subsequently agree in writing to a binding dispute resolution method other than htigation, .the dispute will be resolved in as court ofcompetent jurisdiction. § 8,3 [Intentionally omitted.] (Paragroph,s. deleted) § 8.4 The provisions of this Article 8 shall survive the termination of this Agreement. ARTICLE 9 TERMINATION OR SUSPENSION § 9.1 If the Owner fails to make payments to the Architect 1 accordance with this Agreement, such failure shall be considered sttbstantial norperfornlance and cause for termination or, at the Architect's option, cause for suspension of performanceof setvices under this Agreement. If the Architect elects to suspend services, the Architect shall give seven days' written notice to the Owner before suspending services. En the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage. caused the Owner because of such suspension of services„ Before resuming set vices, the Owner shall pay the Architect all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect's services. 'file Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 9,2, If the Owner suspends the Project, the Architect shall be compensated for set -vices performed prior to notice of such suspension, 'When thc Project is resumed, the Architect shall be compensated for expenses incurred On the MA Document B1041°1— 2017. Copyright CD 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institule tArchilects, MI rights reserved. lfilAIR.NtNG', This AIM Document is protected by US. Copyright Law arid International Treaties, Unauthorized reproduction or distribution of this AIM' Document, or any 14 portion of it, inay result in severe civil and criminal penalties, and will be prosecuted to the rnaxiiiium extent possible under the law. This document was produced by AIA software at 20:41'44, on 09/25/2018 under Order No.22643413,77 which expires on 08,00/2019, and is not lOr resale. User Notew, (1197888820) 200 interruption and resuinption of the Architect's services, The Architect's lees for the remaining services and the time schedules shall be equitably adjusted. § 9.3 If the Owner suspends the. Project for inoie than 9.0 cumulative clays rot reasons, other than the fault of the Architect, the Architect may terminate this Agreement by giving not less than seven days' written, notice, § '9,4 Either party may terminate this Agreement upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no ibult of the party initiating the termination, §9„5 The Owner may terminate' t„his Agreement upon not less than seven days' written notice to the Architect for the Owner's convenience and without cause. § 9.5.1 In the event of the death of a member, partner or officer of the Architect, or any of its supervisory personnel assigned to the project, the surviving members of the Architect hereby agree to, complete the Vvork under the terms this Agreement., if requested to do so by the Owner, This section shall not be a, bar to renegotiations of this Agreement bebetween surviving members afMe Architect and the Owner, but only if the Owner so chooses, § 9.6 In the event of termination not the .fault or the Architect, the Architect shall be ,compensated for services performed prior to termination., Reirnibursabie Expenses incurred, and all costs attributable to termination, including Me costs attributable to the Architect's termination of consultant agreements. § 9.7 In addition to any amounts paid under Section 9.6, if the Owner terminates this Agreement for its convenience pursuant to Section 9.5, or the A i chitect terminates this Agreement pursuant to Section 9,3, the Owner shall pay te the Architect the following fees: (Set ,Ibrih below the C110011171 of any termination (,).r licensing, 'ee, or the method ,16r de/c'ni:ng any terminceilon 01 licensing fee) .1 Termination Fee: None ,2 Licensing Fee if the Owner intends to continue losing the Architect's, Instruments of Service: None § 9,8 Except as otherwise expressly provided herein, this Agreement shall terminate one year from the date af Substantial Completion, ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 This Agreement shall he subject to, and the Architect shall at all times comply with, all applicable federal, state and local laws, regulations, and rules. including the provisions of the City of'"Fulkwila Municipal Code and ordinances of the City of Tukwila. In the event any suit, arbitration,. or other proceeding is instituted to enforce any term of this Agreement, the parties spec i Clearly understanti and agree that venue shall be properly laid in King County, Washington. Venue for any action arising from or related to this Agreement shall be exclusively in King County Superior Court §10.2 Terms in this Agreement shall have the same tneaning as those in the Construction Agreement, or if not defined in the Construction Agreement, Men in the AIA Document A201-20 7, General Conditions of the Contract for Construction, §10.3 The Owner and Arch.itect„ :respectively, bind themselves, their agents,: successors, assigns and legal representatives to this Agreement, 'Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to a lender providing financing for the ,Project if the lender agrees .to assume the Owner's rights and obligations tinder this Agreement, tncluding any payments due to the Architect by the Owner Oar to the assigrunent. MA Document 113104 ^ 2017. Copyri0ht0 1974, 1978, 1987, 1997, 2007 and 2017 by The American Instrtute of Architects. All rights reserved, WARNING: This Document (s protected by U S Copyright Law and International Treaties, Unauthorized reproduction or distribution of this ALADOtlirMilt, or any portion of it, may result in severe civil and criininal penalties, and will 1,1e prosecuted to the maximum extent possible under the law, Tiris der:rut-nerd was produced by AIA software ak 20,41 44 on 09125/2013 under Order No 2264341377 which expires on 08/30/2019, and is not for resale, User Notes: (11E17888820) 15 201 § 10,4 If the Owner requests the Architect to execute certificates or consents, the proposed language of such certificates or consents shall be submitted to the Architect or review at [east V4 days prior to the requested dates of execution. The, .Architect shall not be required to execute: certificates or consents that would 'require knowledge, services or responsibilities beyond the scope of this Agreement. § 10.5 Nothing contained in this Agreement shall create a contractual relatioriship with, or a cause ofaction in favor of, a third party against eithei the Owner or Architect. § 10.6 The Ai clinect shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at the Project site. § 10.7 The Architect shall have the right to include photographic or artistic representations of the design °lithe Project among the Architect's promotional and professional materials. However, the Architect's materials shall not include information the Owner has identified in writing as conf-t dential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project This Section 10.7 shall survive the termination of this Agreement unless the Owner terminates this Agreement for cause pursuant to Section 9.4. § 10,8 The invalidity of any provision of the Agreement shall not invalidate the Agreement or its remaining provisions. If it is determined that any provision of the Agreement violates any law, or is otherwise invalid or unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and enforceable. In such case the Agreement shall be construed, to the fullest extent permitted by law, to give effect to the parties' intentions and purposes in executing the Agreement. ARTICLE 11 COMPENSATION § 11,1 For the Architect's Basic Services described tinder Article 3. the Owner shall compensate the Architect as follows: ,1 Stipulated Sum (Inser( amount) .2. Percentage, Basis (Insert percentage value) ( )% of the Owner's budget for the Cost of the Work, as calculated in accordance with Section 1 O.( .3 Other (Describe the method olcompensation) On an hourly basis, according to the hourly rates stated in Exhibit A, up to and not to exceed a maximum amount of Two l'Ilindrecl Ninety -Seven Thousand Nine l'itandreci Twenty -Nine Dollars (5297,929„00). § 11,2 For Supplemental Services identified in Section 4.1 the Owner shall compensate the Architect as follows: (Insert amount of or basis )(Or, c ompensation I/necessary list spec ific senrice.y to particular methods of. c invensat ion apply.) Therc are no Supplemental Services for Phase I, § 11.3 For Additional Services that may arise during the course of the Project, including those under Section 4..2, the Owner shali compensate the Architect as follows: (insert amount of or basis ,ibr, compensation.) Additional Services and their corresponding costs are stated in Exhibit A. AEA Document 8104111— 2017, Copyright@ 1974, 1978, 1987, 1997,, 2007 and 291/ by The American Instriute of Archilects. All rights reserved. WARNING: This init, AlAi" Document is prOtected by U S. Copyright Law and international Treaties, Unauthorized reproduction or distribution of this MADocument, or any portion of it, may result On severe civil and criminal penalties, and will be prosecuted to the maximum extent oossibie ruttier the law. This document was I produced by AIA software al 20:41:44 on 09/2542018 under Order No,2284341377 which expires on 08f200019, and is noll for resale. User Notes: 01197888820) 202 Mgt. § 11.4 Compensation for Supplern.ental and Additional Services of the Architect's, consultants when not included in Section 11.2 or 1.1.3, shall be the amount invoiced to the Architect plus percent ( %). or as follows: The amounts stated as the costs for Additional Services in Exhibit A include Architect mark-up. § 11.5 'IlVhere compensation for Bask Services is based on a stipulated sum or percentage of the Cost or the Work, the compensation for each phase of services shall be as follows: Iper state schedule,/ - may be used for design services,, if added by amendment: Schematic Design Phase fifteen percent ( 15 %) Design Development Phase ttventy-five percent ( 2.5 %) Construction Documents thirty-four percent ( 34 %) Phase Design Phase four percent ( 4 % ) Construction Phase twenty-two percent ( 22 %) Post Occupancy Phase wo )ercent ( 2 % ) Total Bask Compensation one hundred percent ( 100 %) §11,6 Vtlhen compensation identified in Section 11.1 is on a, percentage basis, progress payments for each phase of Basic Services shall be calculated by multiplying the percentages identified in this Article by the Owner's most recent budget for the Cost of the Work, Compensation paid in previous progress payments shall not be adjusted based on subsequent updates to the Owner's budget for the Cost of the Work. § 11.6,1 When compensation Os on a percentage basis and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are per on those portions. The Architect shall be entitled to compensation in accordance with, this Agreement for all services performed Nvhether or not the Construction Phase is commenced. §11,7 'Ilk hourly billing, rates for services of the Architect and the Architect's consultants, it' any, are set forth below, The rates shall be adjusted in accordance with the Architect's and Architect's consultants' normal review practices. (llapplicuble, attach an eshibil ();ir hourly billing roles or insert them below.) Hourly rates are stated in Exhibit A. Employee or Category Rate §11,8 Compensation for Reimbursable Expenses, § 11 8.1 Reimbursable Expenses include expenses incurred by the Architect and the Architect's consultants directly related to the Project, as follows: ,1 Transportation and authorized out-of-town travel and subsistence; .2 Long distance services, dedicated data and communication services, teleconferences,. Project web sites, and extranets; .3 Permitting and other fees required by authorities having jurisdiction over the Project; A Printing, reproductions, plots, and standard Torun documents.; 5 Postage, handling, and delivery; ,,6, Expense of overtime work requiring higher than regular rates: if authorized in ,advance by the Owner; .7 Renderings,. physicill in:octets,. mock-ups, pro'lessional photography. and presentation materials requested by the Owner or required for the Project; .8 Expense of professional liability. insurance dedicated exclusively to this Project or the expense of additional insurance coverage or limits requested by the Owner in excess of that normally maintained by the Architect and the Architect's consultants: All taxes levied on professional services and on reimbursable expenses; .10 Site office expenses; and .11 Other similar Project -related expenditures, APA Document B10/6— 2017, Copyright (01974, 1978, 1'987„ 1997,2007 and 2017 by The American InsliIule of Architects, API rights reserved, WARNING,' This A like, Document is protected by U,S, Copyright Law and International Treaties, 1.1PIZItithorized reproduction or clistributi,on of this APP.' Document, or any portion of it, may resuit in severe civil and criminal penalties, and wirl be prosecuted to the maximum extent possible, under the law, This document was produced by AIA software at 20:41:44 on 09/25/2018 under Oiler No,22E14341377 which expires on 08/30/2019, and is not fur resale, User Notes: 0197888820 1 7 203 § 11.8.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the Architect's consultants plus ten percent ( 10 4) of the expenses incurred. The estimated reimbursable expenses for Phase I are Nine Thousand Four Hundred Sixty -Eight ($9.468.00) and are included in the not -to -exceed amount identified in Section 11.1. § 11,9 Payments to the Architect § 11.9,1 Initial Payment An initial payment of zero ($ 0 ) shall be inade upon execution of this Agreement and is the minimum payment under this Agreement, It shall be credited to the Owner's account in the final invoice. § 11.9.2 Progress Payments § 11,9.2.1 Unless otherwise agreed, payments tbr services shall be madc monthly in proportion to services performed, Payments are due and payable upon presentation of the Architect's invoice, Amounts unpaid forty-five (45) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business; of the Architect. (laser/ rate of monthly or annual interest agreed upon) 104 per annum § 11.9.2.2 The Owner shall not withhold amounts from the Architect's compensation to impose a penalty or liquidated. damages on the Architect, or to offset sums requested by or paid to contractors for the cost of changes in the Work unless the Architect agrees or has been found liable for the amounts in a binding dispute resolution proceeding. § 11,9,2,3 Records of Reimbursable Expenses, expenses pertaining to Additional Services, and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times. ARTICLE 12 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows (hIchde other terms and conditions" applicable to this ,fgreement.,) § 12.1 Direct Negotiations. As a condition precedent to mediation and litigation, the Owner or the Architect shalt attempt to resolve all disputes via direct negotiations. Either the Owner or the Architect may make a request for direct negotiations. Direct negotiation representatives of the parties shall be the Owner's Designated Representative, as defined in Section 1.1.8 and the Architect's Designated Representative, as defined in Section 0,1.10. Direct negotiations shall take place at the Project worksite or at a location as agreed to by Owner's and Architect's Designated Representatives. Each party shall docinfient results of the direct negoolations, and these documents shall be exchanged between the parties, § 12.2 Covenant.Against Contingent Fees. The Architect warrants that he has not employed or retained any company or person, other than a bonafide employee working solely for the Architect, to solicit or secure this contract, and that he has not paid or agreed to pay any company or person, other than a bonafide employee working solely .fOr the Architect, any tee„ commission, percentage. brokerage fee, gifts,. or any other consideration contingent upon or resulting from the award or making of this contract For breach or violation of this warrant, the Owner shall have the right. to annul this contract without liability, or On its discretion to deduct from the contract price or consideration, or otherwise recover., the amount of such fee, commission., percentage, brokerage fee,. gift, or contingent .fee. § 12.3 Discrimination Prohibited. The: Architect, with regard to the work performe:d by it under this Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin, age, veteran status, sex, sexual orientation, gender identity,inarital status, political affiliation or the presence of any disability On the selection and retention of employees or procurement of materials or supplies, § 12,4 Assignment, The Architect shall not sublet or assignassigr any of the services covered by this Agreement without the express written consent of the Owner. AtA Document Bled '" — 2017, Copyrighl ,t; 1974, 1978, 1987, 1997, 2007 and 2017 by The AmericanInstiluto of Archileels. All rights reserved, 1,4/ARNING, This AIA'' Document is protected by U,S.Copyright 'Law and International Treaties. Unauthorized reps oduction or distribution of this AIA' Document, or any 18 portion of it, may rasudit in severe civil and criminal penalties, and will he 13rosectited to the inexinitirn extent possible under the 121W, This document was produced by AIA software at 20:41:4 4 on 0.9(25/2018 under Order No.2264341377 which expires on 08/30/2019, and is not for resale. User Notes, 11978888213) 204 § 12,5 Non-Walver, Waiver by the Owner of any provision of this Agreement or any time limitation provided for On this Agreement shall not constitute a waiver of any other provision, § 12.6 Severability and Survival. flatly term, condition or provision of this Agreement is declared void or unenforceable or limited in its application or effect, such event shall not affect any other provisions hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement, which, by their sense and context ate reasonably intended to survive the completion, expiration or cancellation of this Agreement, shall survive termination of this. Agreement„ § 12,7 Notices, Notices to the Owner shall be sent to the following address: City Clerk City or Tukwila G200,Southcenter Boulevard Tukwila, WA 98188 Notices to Architect shall be 501110 the following address„ SHIKS Architects, P.S., Inc. 1050 N 38"I° Street Seattle WA 981.03 „Attn.: Adam Flutsehreider, Principal § 12,6 Entire Agreement; Modification, This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the Owner and the Architect and supersedes all prior negotiations, representations, or agreements written or oral. No amendment or modification of this Agreement shall be of any force or effect unless it is, in writing and signed by the parties. ARTICLE 13 SCOPE OF THE AGREEMENT § 13.1 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreetnent may be amended only by written instrument signed by both the Owner and Architect. § 13.2 This Agreement is comprised of the following documents tdenti fled below: .1 A IA Document 8,10:4ml-2017. Standard Abbreviated Form of Agreement 13etween Owner and Architect .2 AIA Document E2031 m-2013, Building Information Modeling and Digital Data Exhibit, dated as indicated below: (Msert the date oftho E203-201 3 b7e0iporafrof into this agreemeni.) .3 Exhibits; (C.lecaly icier/14/), U0 other exhibits illemparaied halo this ,,lgreemeni, including any exhibits idenalied in Section Exhibit A: S MKS Aohitecls Fee Proposal. dated September 24, 2018 .4 Other Itiocuments. (Ls/ other documents,. Yattit, including additional scopes of service forming part oft be Agreement) a Report from Wagner Architects • Phase 1 and 2 Environmental Site Assessments • Geotech report °rat, MA Document 6110V.— 2017. Copyright (iD 1974,1976,1967,1997,2007 and 2017 by The American Institute of Architeclh s. All rights reserved, WARNING. This AtA Document Is protected lby U.S. Caryyright Law and International Treaties. Unaiuthorized reproduction or distribution of this AM' Docurnerit, or any 19 portiou of it, llay result in severe civil and criminal penalties, 041d will he prosecuted to the maximum extent possible 'limier the law, This, document was i produced by ,AIA software at 20:41:44 on 09/26/201a under Order No.2264341377which expires on 08/30/2019, and is net for resale, User Notes:: (1197588820) 205 Init. 9 Building Condition Assessments • As -built documents from building owners • Existing Stormwarcr Pollution Prevention Plan S\VPP information 6 Existing building drawings for existing CoT Public Works buildings/property - George Long and tvlinkler Shops • Program, Information - Employee counts (Division/Group bi eakdown, matrix), quipment/fleet (quantity. size), future staff and equipment projections • Space needs assessments • Sustainability goals/requirements • Sound transit easement • Century Link easement • Shoreline setback memo This Agree ent entered into as of the day and year fiist written above. OWNER (ignature) ARCHITECT (Signature (Prtmed name and tide) (Printed flelsue, tate, and license number, vquirvd) AM Document B104"' — 2017,, Copyright (0 1974, 1978, 1987.1097. 2007 and 2017 by Tile American institute of Achilects, Alf rights reserved. WARNING: This Doicuinent is protected by U.S. Copyright Law and Onternatioroal Treaties. Unauthorized reproduction or distribution of this AlA" Document, or any 20 portion of it, may result in severe civil and icrimiliai penalties, and will be prosecuted to the ma Xiir111011 41KtOnt PDS sibte under thin law. This document was produced by AIR software at 2(3,114.4 an 09/250016 under Order No.2264341377 which expires on 013/30(2019, and is not for resale, User Notes: (1197086620) 206 Fee Proposal Proect Name Date Submitted EXHIBIIT A CITY OF TUKWII„„„A PUBLAC WORKS September 24, 2018 SHKSARC 11 I TEC TS Revision Number PROJECT UNDERSTANDING The overall scope of service includes rnaster planning and programming for the City of Tukwila Public Works Facility. SCOPE OF SERVICES & DELIVERABLES 1 Master Planning and Programming • Kickoff meeting with City of Tukwila Public Wbrks and ShielslObletzpohnsen (SW) to establish scope and purpose of the facility • Review existing site and program information and background documentation • Conduct up to (16) meetings with the Public Works Owner Team • Conduct up to (2) site visits to the future Public Works Facility site • Wetland and ordinary high water mark delineation,. including sketch and written report • Conduct up to (12) programming meetings with the Group Leaders • Conduct up to (2) site visits/observational tours of existing public works facilities • Prepare a program document to include up to (6) public works divisions • Prepare (3) preliminary concept testto-fit diagrams, including phasing and cost pan • Prepare (1) preferred test-to.fit diagram, including phasing and cost plan • Prepare a Draft Master Plan Report for Owner review • Prepare a Final Master Plan Report for Owner review 2. Building Condition Assessment • Review existing building condition assessments and available information • Update building condition assessment and evaluate Heiser Building for renovation potential • Evaluation to include: seismic, mechanical, electrical, civil, envelope, landscape • Evaluate code required upgrades based on potential scope of work MAXIMUM ALLOWABLE CONSTRUCTION COST (MACC) The anticipated maximum allowable construction cost (MACC) for the project is unknown and will be determined as a part of this study, FEE For Master Planning and Programming services, we propose to consult on an hourly basis up to an estimated maximum of $297,929, We will request your authorization should additional services be needed beyond this arnount, unspent time will not he billed, Following Master Planning and Programming services, we will prepare a fee proposal for design services based on the established MACC. 207 S K ARC Hi ITECTS ADDITIONAL, SERVICES The following additional services, may be selected and included with the Fee listed above. Costs below include markup. Shoebox Energy Modeling (Hargis Engineers, Inc,) $19,800 Development of prototypical building models. Includes establishing a baseline building energy models and analysis of alternative envelope and energy systems. These models will analyze three envelope, HVAC and lighting systems alternates which will be translated into a summary of the energy consumptions and cost results for each alternate, Traffic Impact Analysis and Design Support (Heffron Transportation) $44,770 Conduct a Traffic Impact Analysis including evaluation of existing site characteristics, transportation impacts, trip generation, and parking impacts. In addition, on -call design support may be provided to assist in evaluation of site entrances, exits, internal circulation and traffic control, RATES I iourly rates shall be used when a portion of the Architect's fee is to be charged on an hourly basis or if the Architect is requested to perform additional services. Rates are hourly, in accordance with the rates stated in Exhibit A, attached. The Architect shall receive prior authorization from the Owner prior to any additional services, SCHEDULE Pre Design 10/1/2018 through 5/20 9 EXPENSES Expenses in addition to compensation for Master Planning and programming services include expenses incurred by the Architect directly related to the Project. Expense costs to be reimbursed by the Client may include but are not limited to the following: printing, courier fees, mileage, permit fees, other fees, presentation materials, models, visualizations, and photography, The Architect shall seek prior authorization from the Owner for these expense costs. For Reimbursable Expenses the ,compensation shall be the expenses incurred by the Architect pus « Ten percent 0:10 % of the expenses incurred. The estimated reimbursable expenses for this project are $9,468„ This estimate is included in the fee listed above. 208 City of Tukwila IPublic Works Facility Master Pan Workplan 0/24/2018 0 MASTER PLAN AND PROGRAMMING tern, PHASE/TASK 0.1 0.2 .3 FC Administration Conteriniebbost bort eSPerideritte, mandies, and general admin. 16 Document Review Ceded end review avairshre wood information Site Visits Vtsit, (more she tasSumeS 2 $ite vitas) '16 Visit and observe existing locations PM 40 0.4 Consulting with Permitting Authority Permd requirement and code review Ot Meetings and Coordiriatien Yid Client 0.5 11 10 24 PPS Owners Team meetings (assumes 161 recluding notes 12 24 22 Programming meetings tassurnes 12 10 2hrs ea,), includteip notes Monthly DIUgreSS update meetings 0,8 Architectural Design and Programming Develop and organize Program Diagrams Mr three alternates Refinement of diagrams into Preferred Attemate Presentation to Client - 5cope contirrnion 0.7 Schedulfitg 0,8 Review end spade scheduling Conceptual Budget: Caordinate and rOMPkWyr cost estimate with estimator including .estahliehment of Lite Cycle Cost Arlia1ysis erg Master Plan Document Develop DRAFT Report , Develop Feta( Report Architectural Services Consunant Service5 Civil Landscape Sutrocurat MeChafkal Wlectram.itall Shoetwx Energy Model 'Sleepiest and Telecom Traffic brined Analysis and Design Support Environmental Environmental ArchaeotogisCCulturall Resources CUSt 6r hOWS rate stemma Subtotal Consult•ants Markup Miscellaneous Driest Expenses Total Consultants, Expenses, Markup MASTER PLAN AND PR PIMMING TOTAL 16 24 SHKSARCHUTECTS 66i 2621 602 700i 1750 $175 $126 $100 $11'h 015,050) $45,250 000,200 055,5001 0168,080 L.PD SiteWorkshoo tmrld Dianna Harps Yriargil Hargis Hanlon Watershed Watershed twetlano de Easeadis DCW $18.520, 513,203l $10,000' $12,880 N/A S21,070 N/A $6„905 lineation) $3,290 $11,921 $19,620 10% approximatety 5% et P'D Archrtecturef Fee 010.001 $9,000 5115,997 $299,997 209 210 Tukwila City Council Public Safety Committee PUBLIC SAFETY COMMITTEE Meeting Minutes October 1, 2018 - 5:30 p.m. - Hazelnut Conference Room, City Hail Councilmembers: Kathy Hougardy, Chair; Dennis Robertson, Thomas McLeod Staff: David Cline, James Booth, Vicky Cadsen, Leon Richardson, Eric Dreyer, Bruce Linton, Jay Wittwer, Henry Hash, Rachel Bianchi, Laurel Humphrey Guests: Justine Kim, Shiels Obletz Johnsen; Steve Goldblatt, Public Safety Plan Program Management Quality Assurance Consultant; Erica Loynd, DLR Group CALL TO 0 11" DER: Chair Hougardy called the meeting to order at 5:30 p.m. . ANNOUNCEMENT II. BUSINESS AGENDA A. Grant Acceptance: National Criminal Histoyjn3J2Iovement Staff is seeking Council approval of a grant acceptance agreement with the Washington State Patrol to accept grant funding in the amount of $70,405.84 for continuation of the Disposition Research Specialist position. This position corrects errors caused by incompatibilities with the SCORE facility record system, and the funding requires a 10% match of $7,040.58. UNANIMOUS APPROVAL. F00' WARD TO OCTOBER 15, 2018 REGULAR CONSENT AGENDA. B. Justice Center Design Develo en Staff is seeking Councit approval to proceed with the "Construction Documents" phase of the Justice Center project. The Design Development phase is now compete and the budget has been crosschecked and reconciled at the $68.5 million dollar budget previously approved by Council. Ms. Loynd, the tead architect on the project, reviewed the final design drawings with the Committee. UNANIMOUS APP 'OVAL. FORWARD TO OCTOBER 8, 2018 COMMITTEE OF THE WHOLE. C. Contract: Public Works Architect and En werin Services for Public Safety Plan Staff is seeking Council approval of a contract with SHKS Architects in an amount not to exceed $365,000 for the design and programming of the Public Works facitities in the Public Safety Plan. The total amount includes a $65,000 contingency, so the contract itself is not to exceed $299,997. Programming and Master Planning is needed to identify current and future space needs and match functionality to existing spaces, Mr. Goldblatt stated that it is important for the Master Plan to be in place before moving forward. The Public Works project is different than a fire station or justice center because it is combining facilities as well as using existing buildings. The City needs more information in order to move forward. 211 Public Safety Committee Minutes. October 1, 2018 After completion of the master planning and programming phase, the contract will be amended to move into the next phase, which is likely Rehabilitation and Tenant Improvements of the existing buildings. The scope, budget and schedule of this phase will be unknown until site acquisition and the master planning and programming phase are complete. Councilmember McLeod asked what would happen if this step wasn't approved, and staff stated that the project would be paused. Ms. Kim stated that if the Council wishes to pause the Public Works project, it would make more sense to do so after the Master Plan is complete. Mr. Goldblatt stated that this is a good investment and recommends the Council move forward. FORWARD TO OCTOBER 8, 2018 COMMITTEE OF THE WHOLE. D. 2019-2020 Biennial Bud et: Staff presented proposed budgets for the following funds and departments: Drug Seizure (Fund 109) This fund was established to account for revenues resulting from the proceeds of property and money forfeited as a result of their involvement with criminal drug activity. Revenues are impossible to predict and are budgeted at $55,000 in 2019 and 2020. The Committee asked for examples of expenditures associated with this fund as well as the amounts that were budgeted for 2016 and 2017. Fire Department The proposed budget anticipates lower levels of overtime and increases budget for radio replacement costs and apparatus. Capital outlays of $200k per year were added to upgrade the keyless locking "Knox" system. Councilmember Hougardy asked why the Fire Department had so many programs identified and staff replied it is the nature of the department. Public Safety Plan (Fund 305) and City Facilities (Fund 306) Staff returned with the requested table comparing cost estimates for Station 54 both before adoption of the D-20 financing plan and after, including the soft costs absorbed by Stations 51 and 52. Councilmember Hougardy asked about the plan to project the costs of rehabilitation Station 54. The Committee will be presented three fee proposals at the next Committee meeting. FORWARD TO OCTOBER 8, 2018 COMMITTEE OF THE WHOLE. E. Police Department Vehicle Purchase Staff is seeking Council approval to approve the purchase of four vehicles in the total amount of $268,000 for the four Tukwila Valley SWAT (VSWAT) team members that do not have vehicles assigned to them. The lack of vehicles results in these members being delayed in their response to critical incidents, as they have to respond to the station first or wait to have their equipment brought to the scene. The Police Department budget has enough savings from 2018 to cover the cost of the vehicles and the equipment installation. An initial purchase order has been made to reserve the four vehicles as they were the last four that would have been available to any city in Washington. The purchase process can be halted depending on Council action. Councilmember Robertson expressed concerns about this expenditure at a time when the City is facing budget pressures. Chair Hougardy said it would be good to know if there were other 212