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Home My WebLink AboutTIC 2019-11-19 Item 2C - Public Safety Plan - Contract Amendment #2 for Public Works Shops Phase I Design with SHKSCity of Tukwila Allan Ekberg, Mayor Public Works Department - Henry Hash, Director INFORMATIONAL MEMORANDUM TO: Transportation and Infrastructure Co mittee FROM: Henry Hash Public Works Director / BY: Hari Ponnekanti, Deputy PW Director CC: Mayor Ekberg DATE: November 15, 2019 SUBJECT: Public Safety Plan — Public Works Shops Project No. 91630601, Contract No. 18-197 Amendment No. 2 with SHKS for Phase 1 Design ISSUE Approve Amendment No. 2 to Contract No. 18-197 with SHKS Architects to design the Fleet and Facilities tenant improvements as part of the Public Works Shops Phase 1. BACKGROUND The City purchased the Heiser property at 11210 and 11234 Tukwila International Blvd in 2018 and took possession in July 2019 for the new Public Works Shops. City Council approved a Master Planning and Programming contract with SHKS Architects for $299,997 in September 2018. Amendment No. 1 to this contract was for $16,500 to complete demolition specifications. ANALYSIS SHKS has completed the Master Planning effort and Phase 1 includes relocating the George Long and Longacres operations to the new Fleet and Facilities Building (Heiser). Divisions being relocated include facilities and fleet operations, the Police vehicle impound yard, and the Longacres spoils site. Amendment No. 2 with SHKS Architects will design the necessary improvements to the Fleet and Facilities Building to include seismic retrofit, interior and exterior improvements, upgrades to the HVAC, mechanical, electrical, and storm drainage systems. FINANCIAL IMPACT Land Purchases SOJ Contract SHKS Contract 18-197 SHKS Amendment No. 2 SHKS 10% Contingency Misc. Charges Survey, Attorney Bond Debt Service Charges Lydig Demolition Total Total Expenditures RECOMMENDATION Expenditures $ 25,334,123.00 166,757.52 287,351.12 128,826.35 171,141.01 $ 26, 088,199.00 Balance Owing Budget $ 35,700,000.00 $ 29,145.88 518,880.00 51,888.00 73,707.00 $ 673, 620.88 $ 35 700 000.00 $26.761.819.88 Council is being asked to approve Amendment No. 2 to Contract No. 18-197 with SHKS Architects for $518,880.00 with $51,888.00 in contingency for a total of $570,768.00 for design services for the Public Works Shops Phase 1 and to consider this item at the November 25, 2019 Committee of Whole meeting and subsequent December 2, 2019 Regular Council meeting. Attachments: SHKS Contract Amendment No.2 WAPW EngTROJECTSW BG Projects101 Public Safely Plan1PW Shops First Phase (91630601)Ilnfo Memo SAS Am 2101819.docx 45 CONTRACT FOR SERVICES Amendment No. 2 Between the City of Tukwila and SHKS Architects That portion of Contract No. 18-197 between the City of Tukwila and SHKS Architects is hereby amended as follows: Section 1 Project Designation: The City is retaining SHKS Architects to provide Design through Close -Out services in connection with the project titled Tukwila Public Works Facility project ("Project"). When the City initially engaged SHKS Architects through Contract No. 18-197 to provide Master Planning and Programming services, several sections of the incorporated AIA B104-2017 Document included the note, "To apply only to design services, if added by amendment." Because this Amendment No. 2 adds design services to the Project, those sections are now meant to apply to SHKS Architects services on the Project. Instead of identifying each of the individual sections of the AIA B104-2017 Document that now apply to SHKS Architect's services, this Amendment No. 2 includes a restated AIA B104-2017 that includes those sections. This restated version of the AIA B104-2017 Document is attached as Attachment A and incorporated by reference. Section 2 Scope of Services: SHKS Architects shall provide Schematic Design, Design Development, Construction Documents, Bidding, Construction Administration, and Project Closeout services related to the Project, as further described in Attachment A and its exhibit, and including the provision of all labor, materials, equipment, and supplies. Section 3 Payment: The City shall pay SHKS Architects for completed work and for services rendered under this Agreement as follows: The total fee for additional services related to Amendment No. 2 are $570,768.00. Payment for the work provided by SHKS Architects shall be paid as provided on Attachment A, provided that the total amount of payment to SHKS Architects shall not exceed $887,265.00 (including estimated expenses) without express written modification of the Agreement signed by the City. All other provisions of the contract shall remain in full force and effect. Dated this day of CITY OF TUKWILA Allan Ekberg, Mayor ATTEST/AUTHENTICATED Christy O'Flaherty, MMC, City Clerk 20 CONTRACTOR Printed Name: APPROVED AS TO FORM Office of the City Attorney 46 AGREEMENT made as of the E day of E in the year ((2019 <<2019 » (In words, indicate day, month and year.) BETWEEN the Architect's client identified as the Owner: (Name, legal status, address and other information) City of Tukwila 6200 Southcenter Boulevard Tukwila WA 98188 i and the Architect: (Name, legal status, address and other information) SHKS Architects, 1050 N 38t' Stree Seattle WA 9810: Ph: (206) 675-9L for the following Project: (Name, location and detailed description) Public Works Facility First Amendment (Phase 2: Design Through Close-out) The Owner and Architect agree as follows. 47 TABLE OF ARTICLES 0 GENERALTERMS 1 INITIAL INFORMATION 2 ARCHITECT'S RESPONSIBILITIES 3 SCOPE OF ARCHITECT'S BASIC SERVICES 4 SUPPLEMENTAL AND ADDITIONAL SERVICES 5 OWNER'S RESPONSIBILITIES 6 COST OF THE WORK 7 COPYRIGHTS AND LICENSES 8 CLAIMS AND DISPUTES 9 TERMINATION OR SUSPENSION 10 MISCELLANEOUS PROVISIONS 11 COMPENSATION 12 SPECIAL TERMS AND CONDITIONS 13 SCOPE OF THE AGREEMENT ARTICLE 0 GENERAL TERMS § 0.1 Project Designation. The Architect is retained by the Owner to perform Phase 4-2 of the Project, which includes Proiect Desien through Close -Out. This Agreement is incomorated into the First Amendment. which was contemplated in the Phase 1 Agreement for master planning and programming services, a -building ea ion conditions assessment, and determining theN4ax m mm nllewable Genst,., etion Gent rn4ACC=) for- the P-ejeet iaor,..^a Sefviees Project MACC. § 0.2 Scope of Services. The Architect agrees to perform the services described in this Agreement, including the Architect's Fee Proposal dated Septem er 24November 6. 2018 2019, attached to this Agreement as Exhibit A-tPA other exhibits that maybe addedby an amend—eent ^ cute, '�T *' ^ parties. The services include the provision of all labor, materials, equipment and supplies and include coordination with, 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 force 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 "May 11,�9 2021, unless an extension of such time is granted in writing by the Owner. § 0.4 Payment. The Architect shall be paid by the Owner for completed work and for services rendered under this Agreement as follows: 48 A. Payment for the work provided by the Architect shall be made as provided in this Agreement, provided that the total amount of payment to the Architect shall not exceed Two 14tindr-ed Ninet,, Seven Theiisand Nine 14, ndr-ea Twenty Nine Dollars ($297 o2n nnFive Hundred Seventy Thousand Seven Hundred Sixty -Eight Dollars ($570,768) without express written modification of the Agreement signed by the Owner. B. The Architect may submit vouchers to the Owner 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 Owner and, upon approval thereof, payment shall be made to the Architect in the amount approved. C. 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 of the work under this Agreement and its acceptance 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 and 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, state, 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 under 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 4.24.115, then, in the event of bodily injury to persons or damages to property caused by or resulting from the 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 PROVIDED HEREIN CONSTITUTES THE ARCHITECT'S WAIVER OF EMPLOYER 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. § 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 of an employer with respect to the Architect, or any employee of the Architect. § 0.8 Inconsistent Provisions. In the event provisions of this Article 0 are 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, ;f added by amendment. § 1.1 This Agreement is based on the Initial Information set forth below: (State below details of the Project's site and program, Owner's contractors and consultants, Architect's consultants, Owner's budget for the Cost of the Work, and other information relevant to the Project.) 49 Initial Information for the Project is set forth in the attached Exhibit o be negotia4edjA which is incorporated by reference. Initial information is to include construction budget, anticipated design and 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 milestones, as necessary, to accommodate material changes in the Initial Information. § 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 E203TM-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 Information Modeling and Digital Data Exhibit, and the requisite AIA Document G202TK--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 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. 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 are to contain, or be endorsed to contain that they shall be primary insurance with respect to the Owner. Any insurance, 50 self-insurance, or insurance pool coverage maintained by the Owner shall be excess of the Architect's insurance and shall not be contributed or combined with it. C. Acceptability. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. 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 (15) 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 five 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 in 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 Insurance. The Architect shall provide certificates of insurance to the Owner that evidence compliance with the requirements in Section 2.2. ARTICLE 3 SCOPE OF ARCHITECT'S BASIC SERVICES- To apply only to design sen,,ss of added by -amendment § 3.1 The Architect's Basic Services consist of those described in this Article 3 and include usual and customary structural, mechanical, and electrical engineering services. Services not set forth in this Article 3 are Supplemental or Additional Services. § 3.1.1 The Architect shall coordinate its 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 notice 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 limits 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 Owner in 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 Owner, 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, budget for the Cost of the Work, Project site, the proposed procurement and delivery method, and other Initial Information, each in terms of the other, to ascertain the requirements of the Project. The Architect 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. 51 § 3.2.4 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, if appropriate, and preliminary building plans, sections and elevations; and may include some combination of study models, perspective sketches, or digital representations. Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. § 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 of the Work prepared in accordance with Section 6.3 prior to submitting the estimate to Owner. § 3.2.7 The Architect shall submit the Schematic Design Documents to the Owner, 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 accordance with Section 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 shall illustrate 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. 52 § 3.4.2 The Architect shall incorporate the design requirements of governmental authorities having jurisdiction over the Project into the Construction Documents. § 3.4.3 During the development of the Construction Documents, the Architect shall assist the Owner in the development and preparation of (1) procurement information that describes the time, place, and conditions of bidding, including bidding or proposal forms; (2) the form of agreement between the Owner and Contractor; and (3) the Conditions of the Contract for Construction (General, Supplementary and other Conditions). The Architect shall also compile a project manual that includes the Conditions of the Contract for Construction and Specifications, and may include bidding requirements and sample forms. § 3.4.4 The Architect shall review and provide written comment to the construction cost estimate produced by the Architect's estimating 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 intermediate construction document submittals. § 3.4.5 The Architect shall submit the Construction Documents, along with a written 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 in establishing a list of prospective 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) awarding and preparing contracts for construction. § 3.5.2 Competitive Bidding § 3.5.2.1 Bidding Documents shall consist of bidding requirements and proposed Contract Documents. § 3.5.2.2 The Architect shall assist the Owner in bidding the Project by: .1 facilitating the distribution of Bidding Documents to prospective bidders; .2 organizing and conducting a pre -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 documenting 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 § 3.5.3.1 Proposal Documents shall consist of proposal requirements and proposed Contract Documents. § 3.5.3.2 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; 53 .2 organizing and participating in selection interviews with prospective contractors; .3 preparing responses to questions from prospective contractors and providing clarifications and interpretations of the Proposal Documents to the prospective contractors in the form 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 substitutions 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 of the portion of the Work completed, and promptly report to the Owner (1) 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 shall have the authority to require inspection or testing of the Work in accordance with the provisions of the 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. 54 § 3.6.2.4 Interpretations and decisions of the Architect shall 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 partiality 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. § 3.6.3 Certificates for Payment to Contractor § 3.6.3.1 The Architect shall review and certify the amounts due 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 in the amount certified. The foregoing representations are subject to (1) 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. § 3.6.3.2 The issuance of a Certificate for Payment shall not be a representation that the Architect has (1) 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 money previously paid on account of the Contract Sum. § 3.6.3.3 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, in 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 Drawings, 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, quantities, 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 means, 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 which the item is 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 professional'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. 55 § 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 of 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 in response to the requests for information. § 3.6.5 Changes in the Work § 3.6.5.1 The Architect may order minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. Subject to Section 4.2.3, the Architect shall prepare Change Orders and Construction Change Directives for the Owner's approval and execution in accordance with the Contract Documents. § 3.6.5.2 The Architect shall maintain records 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 of the Architect's knowledge, information, and belief, the Work complies with the requirements of the 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 verify the accuracy and completeness of the list submitted by the Contractor of Work to be completed or corrected. § 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 from 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) affidavits, receipts, releases and waivers of liens, 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 for Phase 1 of the -Pr-ejeet are iden4ified in Exhibit A. The Arehiteet may pr-evide these Additional Sefviees af4er- &Eeetitiea of this Agreement without invalidating the AgFeement. Upon Feeognizing the need to peFfefm Additienal SeFviees, t4e Ar-ehiteet shall notify the Owner, er- the OwneF shall notify the Ar-ehiteet, as aceordance with this Section 4.0 shall entitle the Architect to compensation pursuant to Section 11.3. 56 Spnionnc A 1 through A 9 A will apply 4n design SeryiGes Of 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 of existing 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 services, preparation of record drawings, commissioning, sustainable project services, and any other services not otherwise included in this Agreement. (Identify below the Supplemental Services that the Architect is required to provide and insert a description of each Supplemental Service, if not further described in an exhibit attached to this document) The table of -esp ,nsib'��a dese ipti ,n of Supplemental Services are set forth in the attached Exhibit ate be q,jj.117 e. A as "Optional n aa;.;,., 1 ce.. ices." § 4.2 The Architect may provide 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. 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 4.2 shall entitle the Architect to compensation pursuant to Section 11.3. § 4.2.1 The Architect shall provide services necessitated by a change in the Initial Information, changes in previous instructions or approvals given by the Owner, or a material change in the Project including size; quality; complexity; the Owner's schedule or budget for 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 M otiated „ ' ) ` visits to the site 1.y the ^ .elite . dur-ing eenst-Fuetion. The Ar-ehiteet shall eonduet site visits in exeess of that afflaunt as an Additional site visits appropriate to the stage of construction to become familiar with and keep Owner informed about progress and quality. Unless designated otherwise in Exhibit A, site visits shall not be Additional Services. § 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 Instruments of Service necessitated by Change Orders and Construction Change Directives as an Additional Service. Design services for Owner -requested chances are to be billed aeainst the "Design Service Contineencv" designated in Exhibit A. C An A-1-- -- -----__11_—`1_ - A ____ ____ _" I- - --- ---I--___ -`-A---.4_."_ �---- _.r_._ 179/_\ "__--`I- ARTICLE 5 OWNER'S RESPONSIBILITIES - To anal„ only to design sewines is 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 which shall set forth the Owner's objectives, schedule, constraints and criteria, including space requirements and relationships, flexibility, expandability, special equipment, systems and site requirements. § 5.2 The Owner shall establish the Owner's budget for the Project, including (1) the 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 increases or decreases the Owner's budget for the Cost of the Work, the Owner shall notify the Architect. The Owner and the Architect shall thereafter agree to a corresponding change in the Project's scope and quality. § 5.3 The 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 geotechnical engineers or other consultants, when the Architect requests such services and demonstrates that they are reasonably required by the scope of the Project. 57 § 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 Contract Documents, such as structural, mechanical, and chemical tests; tests for air and water pollution; and tests for hazardous materials. § 5.6 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. § 5.7 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the Project, including errors, omissions or inconsistencies in the Architect's Instruments of Service. § 5.8 The Owner shall endeavor to communicate with the Contractor through the Architect about matters arising out of or relating to the Contract Documents. § 5.9 The Owner shall 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 serviGes, if added by Me-ndwsnt. § 6.1 For purposes of this Agreement, the Cost of the Work shall be the total cost to the Owner to construct all elements of the Project designed or specified by the Architect and shall include contractors' general 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 MACC 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, if 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 the applicable construction market. 58 § 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 If the Owner chooses to proceed under Section 6.6.4, the Architect shall modify the Construction Documents as necessary 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 11.3; otherwise the Architect's services shall be without additional compensation. In any event, the Architect's modification of the Construction Documents shall be the limit of the Architect's responsibility under this Article 6. ARTICLE 7 COPYRIGHTS AND LICENSES § 7.1 Upon the making of final 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 retained by the Architect for this Project. If requested to do so by the Owner, the Architect shall 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 using or replicating an individual standard feature and functionally -required element shown in the Documents or to retain electronic data or other reproducible copies of the Documents or the right to reuse information contained in them in their normal course of business and the Architect shall have a non-exclusive license to so use the documents. The Architect and its consultants shall be deemed the authors of such Documents, and shall be given appropriate credit in the public display of such Documents. 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, of merchantability or fitness for a particular purpose as provided for by RCW 62A.2 et seq. § 7.2 If this Agreement is terminated, the Owner shall 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 for 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 GtiOn is only to appl • only to design smiGes, of added by amend"'e^}: In the event the Owner uses the Instruments of Service without retaining the authors of the Instruments of Service, following termination of this Agreement when the Architect is not in default, or following completion of the Architect's performance 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 59 the Owner's use of the Instruments of Service under this Section 7.3.1. The terms of this Section 7.3.1 shall not apply if 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 use 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 in 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 8.1.1. § 8.1.2 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 as set forth in the Construction Agreement. The Owner or the 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 damages 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 matter relates to or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding 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 in accordance with its Construction Industry Mediation Procedures in effect on the date of this Agreement. The parties shall share the mediator's fee and any filing fees equally. The mediation shall 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 in any court having jurisdiction thereof. § 8.2.3 If the parties do not resolve a dispute through mediation pursuant to this Section 8.2, the method of binding dispute resolution shall be the following: (Check the appropriate box.) [ « » ] Arbitration pursuant to Section 8.3 of this Agreement [ « X » ] Litigation in a court of competent jurisdiction [ ] Other: (Specify) E 60 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 litigation, the dispute will be resolved in a court of competent jurisdiction. § 8.3 [Intentionally omitted.] § 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 in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Architect's option, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, the Architect shall give seven days' written notice to the Owner before suspending services. In 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 services, 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. The 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 services performed prior to notice of such suspension. When the Project is resumed, the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 9.3 If the Owner suspends the Project for more than 90 cumulative days for 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 fault of the party initiating the termination. § 9.5 The Owner may terminate this 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 work under the terms of this Agreement, if requested to do so by the Owner. This section shall not be a bar to renegotiations of this Agreement between surviving members of the Architect and the Owner, but only if the Owner so chooses. § 9.6 In the event of termination not the fault of the Architect, the Architect shall be compensated for services performed prior to termination, Reimbursable Expenses incurred, and all costs attributable to termination, including the 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 Architect terminates this Agreement pursuant to Section 9.3, the Owner shall pay to the Architect the following fees: (Set forth below the amount of any termination or licensing fee, or the method for determining any termination or licensing fee) .1 Termination Fee: .2 Licensing Fee if the Owner intends to continue using the Architect's Instruments of Service: 61 § 9.8 Except as otherwise expressly provided herein, this Agreement shall terminate one year from the date of Substantial Completion. ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 This Agreement shall be 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 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. 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 meaning as those in the Construction Agreement, or if not defined in the Construction Agreement, then in the AIA Document A201-2017, General Conditions of the Contract for Construction. § 10.3 The Owner and Architect, 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 under this Agreement, including any payments due to the Architect by the Owner prior to the assignment. § 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 for review at least 14 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 relationship with, or a cause of action in favor of, a third party against either the Owner or Architect. § 10.6 The Architect 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 of the 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 confidential 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 under Article 3, the Owner shall compensate the Architect as follows: .1 Stipulated Sum (Insert amount) E .2 Percentage Basis (Insert percentage value) 62 M M ) % of the Owner's budget for the Cost of the Work, as calculated in accordance with Section 11.6. .3 Other (Describe the method of compensation) On an hourly basis, according to the hourly rates stated in Exhibit A, up to and not to exceed a maximum amount of Two 14tmdred Ninety Seven Thousand Nine 14un -oa Twenty Nine Do!!- ($297 o2o nm Four Hundred Sixty -Two Thousand Eight Hundred Eighty Dollars ($462,880). § 11.2 For Supplemental Services identified in Section 4.1, the Owner shall compensate the Architect as follows: (Insert amount of, or basis for, compensation. If necessary, list specific services to which particular methods of compensation apply) There are no Supplemental Serwices for PhOn an hourly basis, according to the hourly rates stated in Exhibit A, up to and not to exceed a maximum amount as agreed to by the parties prior to the Architect providing such services. § 11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.2, the Owner shall compensate the Architect as follows: (Insert amount of, or basis for, compensation) Additional nal Services and their- ,.,,fres,.onding On an hourly basis, according to the hourly rates stated in Exhibit A-, up to and not to exceed a maximum amount of Fifty -Six Thousand Dollars ($56,000). The Design Service Contingency referenced in Section 4.2.3 above is Fifty -One Thousand Eight Hundred Eighty -Eight ($570,888). § 11.4 Compensation for Supplemental and Additional Services of the Architect's consultants when not included in Section 11.2 or 11.3, shall be the amount invoiced to the Architect plus « » percent ( « »%), or as follows: If not included in Sections 11.2 or 11.3, the parties shall agree upon compensation for Supplemental and Additional Services of the Architect's consultants prior to Architect retaining those consultants for the Project. § 11.5 Where compensation for Basic Services is based on a stipulated sum or percentage of the Cost of the Work, the compensation for each phase of services shall be as follows: [per state schedule]— may be use f^� design swin^cf if added by amendment Schematic Design Phase Design Development Phase Construction Documents Phase Design Phase Construction Phase Post Occunancv Phase Total Basic Compensation fifteen percent ( twenty-five percent ( thirty-four percent ( one hundred percent ( 100 %) § 11.6 When 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. 63 § 11.6.1 When compensation is 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 performed on those portions. The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not the Construction Phase is commenced. § 11.7 The hourly billing rates for services of the Architect and the Architect's consultants, if any, are set forth below. The rates shall be adjusted in accordance with the Architect's and Architect's consultants' normal review practices. (If applicable, attach an exhibit of hourly billing rates or insert them below) Emplo ee 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; .4 Printing, reproductions, plots, and standard form 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, physical models, mock-ups, professional 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; .9 All taxes levied on professional services and on reimbursable expenses; .10 Site office expenses; and .11 Other similar Project -related expenditures. § 11.8.2 For Reimbursable Ex enses the compensation shall be the expenses incurred by the Architect and the Architect's consultants plus ia percent ( g10 ». %) of the expenses incurred. The estimated reimbursable expenses for Phase 4-2 are Nine Three Thousand Fex�Five Hundred Sixty Eight ($9 n 68 00Dollars ($3,500) and are included in the not -to -exceed amount identified in Section 11.1. § 11.9 Payments to the Architect § 11.9.1 Initial Payment An initial payment of << zero » ($ << 01) shall be made 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 for services shall be made 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. (Insert rate of monthly or annual interest agreed upon) .% per annuri § 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. 64 § 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: (Include other terms and conditions applicable to this Agreement) § 12.1 Direct Negotiations. As a condition precedent to mediation and litigation, the Owner or the Architect shall 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 1.1.10. 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 document results of the direct negotiations, 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 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 Owner 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. § 12.3 Discrimination Prohibited. The Architect, 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. § 12.4 Assignment. The Architect shall not sublet or assign any of the services covered by this Agreement without the express written consent of the Owner. § 12.5 Non -Waiver. Waiver by the Owner of any provision of this Agreement or any time limitation provided for in this Agreement shall not constitute a waiver of any other provision. § 12.6 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. § 12.7 Notices. Notices to the Owner shall be sent to the following address: City Clerk City of Tukwila 6200 Southcenter Boulevard Tukwila, WA 98188 Notices to Architect shall be sent to the following address: SHKS Architects, P.S., Inc. 1050 N 38th Street Seattle WA 98103 Attn: Adam Hutschreider, Principal 65 § 12.8 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 Agreement may be amended only by written instrument signed by both the Owner and Architect. § 13.2 This Agreement is comprised of the following documents identified below: .1 AIA Document B 104Tm-2017, Standard Abbreviated Form of Agreement Between Owner and Architect .2 AIA Document E203Tw-2013, Building Information Modeling and Digital Data Exhibit, dated as indicated below: (Insert the date of the E203-2013 incorporated into this agreement.) E .3 Exhibits: (Clearly identify any other exhibits incorporated into this Agreement, including any exhibits identified in Section 4.1.) Exhibit A: SHKS Architects Fee Proposal, dated Stp4ember 24Nov:JMW�,441-2019 .4 Other documents: (List other documents, if any, including additional scopes of service forming part of the Agreement) • Report from Wagner Architects • Phase 1 and 2 Environmental Site Assessments • Geotech report • Building Condition Assessments • As -built documents from building owners • Existing Stormwater Pollution Prevention Plan SWPP information • Existing building drawings for existing CoT Public Works buildings/property - George Long and Minkler Shops • Program Information - Employee counts (Division/Group breakdown, matrix), equipment/fleet (quantity, size), future staff and equipment projections • Space needs assessments • Sustainability goals/requirements • Sound transit easement • Century Link easement • Shoreline setback memo This Agreement entered into as of the day and year first written above. 66 OWNER (Signature) »« »� (Printed name and title) ARCHITECT (Signature) (Printed name, title, and license number, if required) 67 S H K S A R C H I T E C T S November 06, 2019 Hari Ponnekanti City of Tukwila Public Works Department 6300 Southcenter Blvd Ste 100 Tukwila, WA 98188 Re: CITY OF TUKWILA PUBLIC WORKS Dear Hari, I am writing to request compensation for services including design through project closeout. These services include preparing design, permit and bid documents, and construction contract administration for the City of Tukwila Public Works (TPW) Shops Building (Heiser) renovation. Please do not hesitate to contact us with any questions you may have. Sincerel x Adam utschreid r, AIA Principal cc: Jonathan Hartung, file Seattle, WA I Burlington, VT www.shksarchitects.com 68 S H K S A R C H I T E C T S Additional Services Fee Proposal Project Name CITY OF TUKWILA PUBLIC WORKS Date Submitted November 06, 2019 Revision Number: 3 PROJECT UNDERSTANDING SHKS Architects basic services include schematic design, design development, construction documents, bidding, construction contract administration, and project close-out services for the Tukwila Public Works Shops Phase 1 (Heiser) renovation as established in City Project No. 91630601, Contract 18-197. Our scope of work includes renovations to the existing building only, to accommodate TPW vehicle maintenance operations and facilities and custodial crews. Renovations include: seismic upgrades to the existing structure, MEP upgrades to meet code requirements and improve occupant health, office tenant improvement, locker rooms and showers, parts storage, shop, and vehicle maintenance bays. The City of Tukwila has elected to perform sitework improvements including: utilities, site structures, landscaping and site grading directly with a Job -Order -Contractor and are therefore excluded from Architectural Basic Services. Basic services include architectural, structural, mechanical and electrical services. Basic service meetings are limited to four meetings during Schematic Design, five meetings during Design Development and five meetings during Construction Documents. Each meeting is budgeted for four hours including travel time. All meetings are scheduled to occur at TPW offices. Meetings during design and construction documents beyond (14) identified above, are an additional service. SCOPE OF SERVICES & DELIVERABLES 1. Schematic Design (30% Design) • Schematic Drawings 2. Design Development (60% Design) • 100% DD Drawings and outline specifications (coordinate owner division 0 and 1) • 100% DD Cost Plan • Permit submittal including drawings, calculations and revisions 3. Construction Documents • 90% Design Drawings • 100% Bid Documents (drawings and specifications) 4. Bidding • Coordinate issuance of bid documents • Respond to bidder questions • Clarify bid documents 5. Construction Administration • Site visits appropriate to stage of construction to become familiar with and keep Owner informed about progress and quality • Arrange and attend construction meetings bi-weekly and record meeting notes, maximum of 20 meetings are included. Meetings beyond 20 will be billed at hourly rates as established in City Project No. 91630601, Contract 18-197 69 S H K S A R C H I T E C T S 6. Project Closeout • Review Work for completeness and quality. Record deviations and issue punchlist to Contractor • Review operations and maintenance manuals • Assess, determine and issue notice of Final Completion MAXIMUM ALLOWABLE CONSTRUCTION COST (MACC) The anticipated maximum allowable construction cost (MACC) for the project is $4,400,000. BASIC SERVICE FEE We have based our fee proposal on the State of Washington A/E Fee Schedule for Public Works Building Projects (Schedule C) with a 3% adjustment for remodel design of an existing building. Based on a percentage of 10.52% of the MACC, the fixed fee for basic services is $462,880. ADDITIONAL SERVICES Building Assessment and Survey: Scope includes Building Assessment and Survey include a reasonable field observation and assessment of the building shell and building systems to assess their adequacy for continued use or need for replacement as part of the project. Includes site visits to document existing conditions, field verification, and one meeting with the consultant team to review findings. Scope assumes maximum of 65 hours for site visits, documentation and coordination. Additional time beyond 60 hours, if required, will be billed per hourly rates established in City Project No. 91630601, Contract 18-197. Value Engineering (SHKS Architects): Scope for Value Engineering Services includes participation in a Value Engineering exercise to determine reduced cost alternates to reduce overall construction costs. Includes a maximum of 60 hours of time for SHKS. Additional time beyond 60 hours, if requested, will be billed per hourly rates established in City Project No. 91630601, Contract 18-197. Record Drawings Includes providing record as -built drawings at the conclusion of Project Closeout. Includes transcribing all Architect -generated changes during construction, as well as converting the Contractor's as -built drawing set into a complete BIM or CAD generated drawing set. Envelope Consultant (Wetherholt and Associates) Scope includes consulting services to review building envelope assembly, make recommendations and coordinate documents. Fees include up to two meetings during design at SHKS offices and four site visits during construction to review assembly installations. Additional meetings and/or site visits, if requested, will be billed per hourly rates established in City Project No. 91630601, Contract 18-197. Maintenance Facility Design (Whitman, Requardt and Associates, LLP): This scope includes design and specification consulting and document review of the vehicle maintenance facility. Fees include up to 40 hours of consultant time. Additional meetings, consultation, and/or design review, if requested, will be billed per hourly rates established in City Project No. 91630601, Contract 18-197. Site Planning and Coordination (SHKS Architects): Fees for Site Planning Services include consulting services to plan and coordinate site improvements. Construction work to be performed by the City of Tukwila Job Order Contractor. Includes up to 80 hours of consultant time. Additional time beyond 80 hours, if requested, will be billed per hourly rates established in City Project No. 91630601, Contract 18-197. Reimbursables: 70 S H K S A R C H I T E C T S Expenses in addition to compensation for Basic 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 plus « Ten » percent ( «10 )> %) of the expenses incurred. The estimated reimbursable expenses for this project are $3,500. The above additional services totaling $56,000 are in addition to the Basic Service Fee. OPTIONAL ADDITIONAL SERVICES Optional additional services may be added at the Owner's request and could extend the design schedule. Services will be billed per hourly rates established in City Project No. 91630601, Contract 18-197. Phased Permitting and/or Bid Packages: Basic service fees include one permit submittal and one bid package. Phased permitting and or bid packages are not included. If requested, fees will be billed per hourly rates established in City Project No. 91630601, Contract 18-197. Phased permitting and bid packages will extend the project schedule. Civil Engineering (LPD Engineering): Civil Engineering Services in support of City of Tukwila sitework improvements are not included. If requested, fees will be billed per hourly rates established in City Project No. 91630601, Contract 18-197. Landscape Architecture (SiteWorkshop): Landscape Architecture Services in support of City of Tukwila sitework improvements are not included. If requested, fees will be billed per hourly rates established in City Project No. 91630601, Contract 18-197. DESIGN SERVICE CONTINGENCY $51,888 10% of the overall basic and additional services fee is included as a design service contingency to be used to address design service changes requested by the Owner but not known at this time. Utilization of the contingency will require mutual agreement in writing by SHKS Architects and the Owner, prior to performing services. SUMMARY OF FEES Basic Services: $462,880 Additional Services: $56,000 Design Service Contingency: $51,888 Total: $570,768 RATES Rates are hourly, in accordance with the rates stated in City Project No. 91630601, Contract 18-197. SCHEDULE Schematic Design Design Development Construction Documents Bidding Construction Project Closeout 12/04/19 through 01/31/20 02/04/20 through 03/31/20 04/08/20 through 07/02/20 07/13/20 through 08/31/20 08/31/20 through 03/30/21 03/31/21 through 05/11/21 71