HomeMy WebLinkAboutHansen Design Broadmoor Area CP9-EO-PW-14-01ORIGINAL
PROFESSIONAL SERVICES AGREEMENT
Broadmoor Area Development Project
THIS AGREEMENT is made and entered into between the City of Pasco, a Washington
Municipal Corporation, hereinafter referred to as "City", and Hansen Design , hereinafter
referred to as "Consultant."
RECITALS
WHEREAS, the City desires to have certain services and/or tasks performed as set forth
below requiring specialized skills, training, equipment, and other supportive capabilities; and
WHEREAS, the Consultant represents that it is qualified and possesses sufficient skills,
experience, equipment, and necessary capabilities, including: technical and professional
expertise, when required, to perform the services and/or tasks as set forth in this Agreement upon
which the City is relying.
NOW, THEREFORE, in consideration of the mutual covenants, and performances
contained herein, the parties agree as follows:
1. Scone of Services. The Consultant shall perform such services and accomplish such
tasks, including the furnishing of all labor, materials, facilities and equipment necessary
for full performance thereof, as identified and designated as Consultant's Responsibilities
throughout this Agreement, and as more particularly described in Scope of Work detailed
in Exhibit A, attached hereto and incorporated herein (the "Project").
2. Term. This Project shall begin on March 3. 2015 , and promptly be completed before
December 31.2015 - (304) calendar days.
3. Compensation and Payment
3.1 Payment for services provided hereunder shall be made following the
performance of such services. Such payment shall be full compensation for work
performed or services rendered, and for all labor, materials, supplies, equipment,
and incidentals necessary to complete the Project
3.2 No payment shall be made for any services rendered by the Consultant except for
services identified and set forth in this Agreement except as may be authorized by
a written supplemental agreement approved by the City.
3.3 The City shall pay the Consultant for work performed under this Agreement upon
timely submitted invoices detailing work performed and expenses for which
reimbursement is sought, The City shall approve all invoices before payment is
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Broadmoor Area Development Project
Page I of 10
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issued. Payment shall occur within thirty (30) days of receipt and approval of an
invoice.
3.4 The City shall pay the Consultant for all work performed and expenses incurred
under this Agreement, as follows.
❑ Hourly (Single Rate): S per hour plus actual expenses
incurred as provided under this Agreement, but not to exceed a total of
S without prior written authorization by the City; or
❑ Hourly (Multiple Rate): Such rates as identified on Exhibit _, plus
actual expenses incurred as provided under this Agreement, but not to
exceed a total of $ without the prior written authorization
by the City; or
® Fixed Sum: A total of S 127.700; or
❑ Other.
4. Reports and Inspections.
4.1 The Consultant at such times and in such forms as the City may require, shall
famish to the City such statements, records, studies, surveys, reports, data, and
information as the City may request pertaining to matters covered by this
Agreement.
4.2 The Consultant shall, at any time during normal business hours and as often as the
City or the Washington State Auditor may reasonably deem necessary, make
available for examination all of its records and data with respect to all matters
covered, directly or indirectly, by this Agreement and shall permit the City, or its
designated authorized representative to audit and inspect other data relating to all
matters covered by this Agreement. The City shall receive a copy of all audit
reports made by the agency or firm as to the Consultant's activities. The City
may, at its discretion, conduct an audit at its expense, using its own or outside
auditors, of the Consultant's activities which relate, directly or indirectly, to this
Agreement. Consultant shall be provided a copy of such reports.
4.3 The Consultant, during the term of this Agreement, shall obtain all permits and
registration documents necessary for the performance of its work and for the
execution of services at its own expense, and shall maintain its validity. Upon
request, the Consultant shall deliver to the City copies of these licenses,
registration documents, and permits or proof of their issuance or renewal.
4.4 Consultant shall maintain books, records and documents, which sufficiently and
properly reflect all direct and indirect costs related to the performance of this
Agreement, and shall maintain such accounting procedures and practices as may
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Broadmoor Area Development Project Page 2 of 10
be necessary to assure proper accounting of all funds paid pursuant to this
Agreement. These records shall be subject, at all reasonable times, to inspection,
review, or audit as provided above.
4.5 The Consultant shall retain all books, records, documents or other material
relevant to this Agreement for three (3) years after its expiration. Consultant
agrees that the City, or its designee, shall have full access and right to examine
any of said materials at all reasonable times during this period
5. Joint Ownership and Use of Documents.
5.1 All research, tests, surveys, preliminary data, information, drawings and
documents made, collected, or prepared by the Consultant for performing the
services subject to this Agreement, as well as any final product, collectively
referred to as "work product," shall be deemed as the joint property of the City
and the Consultant, including copyright as secured thereon. Consultant makes no
warranties in regards to the suitability of its work product for any other
application and use by the City, and no subsequent user may rely upon the work
product for their intended purpose. Any prior copyrighted materials owned by
the Consultant and utilized in the performance of the services under this
Agreement, or embedded in with the materials, products and services provided
thereunder, shall remain the property of the Consultant subject to a license
granted to the City for their continued use of the products and services provided
under this Agreement. Any work product used by the Consultant in the
performance of these services which it deems as "confidential,' "proprietary," or
a "trade secret" shall be conspicuously designated as such. In the event the work
product is requested by third parties, or by a Public Records Act request for
copying or inspection, notice shall be provided to the other party as provided in
Section 6.3 below.
5.2 In the event of Consultant's default, or in the event that this Agreement is
terminated prior to its completion, the work product of the Consultant, along with
a summary of the services performed to date of default or termination, shall
become the property of the City, and tender of the work product and summary
shall be a prerequisite to final payment under this Agreement. The summary of
services provided shall be prepared at no additional cost, if the Agreement is
terminated through default by the Consultant. If the Agreement is terminated
through convenience by the City, the City agrees to pay Consultant for the
preparation of the summary of services provided
6. Pubhe Records.
6.1 Consultant acknowledges that the City is an agency subject to Chapter 42.56
RCW "Public Records Act." All preliminary drafts or notes prepared or gathered
by the Consultant, and recommendations of the Consultant are exempt prior to the
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acceptance by the City or public citation by the City in connection with City
action.
6.2 If the Consultant becomes a custodian of public records of the City and request
for such records is received by the City, the Consultant shall respond to the
request by the City for such records within five (5) business days by either
providing the records, or by identifying in writing the additional time necessary to
provide the records with a description of the reasons why additional time is
needed. Such additional time shall not exceed twenty (20) business days unless
extraordinary good cause is shown.
6.3 In the event the City receives a public records request for protected work product
of the Consultant within its possession, the City shall, prior to the release of any
protected work product or as a result of a public records request or subpoena,
provide Consultant at least ten (10) business days prior written notice of the
pending release and to reasonably cooperate with any legal action which may be
initiated by the Consultant to enjoin or otherwise prevent such release.
7. Indemudent Contractor Relationship.
7.1 The parties intend that an independent contractor relationship is created by this
Agreement. The City is interested primarily in the results to be achieved, subject
to the scope of services and the specific requirements of this Agreement, the
implementation of services will lie solely with the discretion of the Consultant.
No agent, employee, officer or representative of the Consultant shall be deemed to
be an employee, agent, officer, or representative of the City for any purpose, and
the employees of the Consultant are not entitled to any of the benefits or
privileges the City provides for its employees. The Consultant will be solely and
entirely responsible for its acts and for the acts of its agents, employees, officers,
subcontractors or representatives during the performance of this Agreement.
7.2 In the performance of the services provided in this Agreement, Consultant is an
independent contractor with full authority to control and direct the performance of
the details of the work, however, the results of the work contemplated herein must
meet the approval of the City and shall be subject to the City's general rights of
inspection and review to secure the satisfactory completion thereof.
7.3 The Consultant shall comply with all State and Federal laws including, but not
limited to:
7.3.1 The definition requirements ofRCW 50.04.140 (Employment Security).
7.3.2 RCW 51.08.195 (Industrial Insurance).
7.3.3 Obtain a City of Pasco business license.
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7.4 The City may, at its sole discretion, require the Consultant to remove any
employee, agent or servant from employment on this Project who, in the City's
sole discretion, may be detrimental to the City's interest.
8. Indemnification.
8.1 The Consultant shall defend, indemnify, and hold harmless the City, its officers,
officials, agents, employees, and volunteers from any and all claims and causes of
action, including, but not limited to, actions of law or administrative proceedings
for all injuries to persons or damages to property, and all losses, damages,
demands, suits, judgments, including attorney fees, arising out of, or as a result
of, or in connection with the work performed under this Agreement, and caused or
occasioned in whole or in part by reason of errors, negligent acts or omissions of
the Consultant or its subcontractors in the performance of this Agreement, except
for injuries and damages caused by the sole negligence of the City, its officers,
employees, agents, and volunteers.
8.2 The City shall defend, indemnify, and hold harmless the Consultant, its officers,
officials, agents, employees, and volunteers from any and all claims and causes of
action, including, but not limited to, actions of law or administrative proceedings
for all injuries to persons or damages to property, and all losses, damages,
demands, suits, judgments, including attorney fees, arising out of, or as a result of,
or in connection with the work performed under this Agreement, and caused or
occasioned in whole or in part by reason of errors, negligent acts or omissions of
the City or its subcontractors in the performance of this Agreement, except for
injuries and damages caused by the sole negligence of the Consultant, its officers,
employees, agents and volunteers.
8.3 It is further agreed that the indemnification provided herein constitutes the
Consultant's waiver of immunity tinder Industrial Insurance, Title 51 RCW,
solely for the purposes of this indemnification
8.4 No liability shall attach to the City by reason of entering into this Agreement
except as expressly provided herein.
8.5 This indemnification shall include damages, penalties and attorney fees sustained
as a result of Consultant's delayed or failed performance of Section 6 above.
8.6 This waiver has been mutually negotiated by the parties, and the provisions of this
section shall survive the expiration or termination of this Agreement.
9. 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, employees, or subcontractors.
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9.1 Minimum Scope of Insurance. Consultant shall obtain insurance of the types
described below:
9.1.1 Automobile Liability insurance covering 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.
9.1.2 Commercial General Liability insurance shall be written on ISO
occurrence form CO 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.
9. 1.33 Workers' Compensation coverage as required by the Industrial Insurance
laws of the State of Washington.
9.1.4 Professional Liability insurance appropriate to the Consultant's profession.
9.2 Minimum Amounts of Insurance. Consultant shall maintain the following
insurance limits:
9.2.1 Automobile Liability insurance with a minimum combined single limit for
bodily injury and property damage of $1,000,000 per accident.
9.2.2 Commercial General Liability insurance shall be written with limits no
less than:
® $1,000,000 each occurrence;
❑ $2,000,000 general aggregate; or
❑ $ each occurrence, and $ general aggregate
9.2.3 Professional Liabilitv insurance shall be written with limits no less than:
® $1,000,000 per claim,
❑ $1,000,000 policy aggregate limit; or
❑ $ per claim; and $ per policy aggregate limit
9.3 Other Insurance Provisions. The insurance policies are to contain, or be endorsed
to contain, the following provisions for Automobile Liability, Professional
Liability, and Commercial General Liability insurance:
9.3.1 The Consultant's insurance coverage shall be primary insurance as
respects the City. Any insurance, self-insurance, or insurance pool
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coverage maintained by the City shall be excess of the Consultant's
insurance and shall not contribute with it.
9.3.2 The Consultant's insurance shall be endorsed to state that coverage shall
not be cancelled by either party, except after thirty (30) days prior written
notice by certified mail, return receipt requested, has been given to the
City.
9.4 Acceptability of Insurers. Insurance is to placed with insurers with a
current A.M. Best rating of not less than A: VII.
9.5 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.
10. Nondiscrimination. In the performance of this Agreement, the Consultant will not
discriminate against any employee or applicant for employment on the grounds of race,
creed, color, national origin, sex, marital status, age or the presence of any sensory,
mental or physical handicap; provided that the prohibition against discrimination in
employment because of handicap shall not apply if the particular disability prevents the
proper performance of the particular worker involved. The Consultant shall ensure that
applicants are employed, and that employees are treated during employment in the
performance of this Agreement without discrimination because of their race, creed, color,
national origin, sex, marital status, age or the presence of any sensory, mental or physical
handicap. Consultant shall take such action with respect to this Agreement as may be
required to ensure full compliance with local, State and Federal laws prohibiting
discrimination in employment.
11. Covenant Against Contingent Fees. The Consultant warrants that it has not employed
nor retained any company, firm, or person, other than a bona fide employee working
exclusively for the Consultant, to solicit or secure this Agreement; and that it has not paid
or agreed to pay any company, person or firm, other than a bona fide employee working
exclusively for the Consultant, any fee, commission, percentage, brokerage fee, gift, or
other consideration contingent upon or resulting from the award or making of this
Agreement. For breach or violation of this warranty, the City shall have the right to
terminate this Agreement.
12. Assignment and Subcontracting
12.1 The City has awarded this Agreement to the Consultant due to its unique
qualifications to perform these services. The Consultant shall not assign (or
subcontract other than as specifically identified in Exhibit A) its performance
under this Agreement or any portions of this Agreement without the prior written
consent of the City, which consent must be sought at least thirty (30) days prior to
the date of any proposed assignment.
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12.2 Any work or services assigned or subcontracted hereunder shall be subject to each
provision of this Agreement including Section 6, Public Records; Section 10,
Nondiscrimination; proper bidding procedures where applicable; and all local,
State and Federal statutes, ordinances and guidelines.
12.3 Any technical or professional service subcontract not listed in this Agreement,
must have prior written approval by the City.
13. Termination.
13.1 Termination for Convenience. Either party may terminate this Agreement for any
reason upon giving the other party no less than ten (10) business days written
notice in advance of the effective date of such termination.
13.2 Termination for Cause. If the Consultant fails to perform in the manner called for
in this Agreement, or if the Consultant fails to comply with any other provisions
of this Agreement and fails to correct such noncompliance within five (5)
business days of written notice thereof, the City may terminate this Agreement for
cause. Termination shall be effected by serving a notice of termination on the
Consultant setting forth the manner in which the Consultant is in default. The
Consultant will only be paid for services and expenses complying with the terms
of this Agreement, incurred prior to termination.
14. General Provisions.
14.1 For the purpose of this Agreement, time is of the essence.
14.2 Notice. Notice provided for in this Agreement shall be sent by
14.2.1 Personal service upon the Project Administrators.
14.2.2 Certified mail to the physical address of the parties, or by electronic
transmission to the e-mail addresses designated for the parties below.
14.3 The Project Administrator for the purpose of this Agreement shall be:
14.3.1 For the City: Ahmad Qayoumi, or his/her designee
Director of Public Works, City of Pasco
525 North 3`a Avenue
Pasco, WA 99301
yayoumia(a pasco-wa. eov
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Broadmoor Area Development Project Page 8 of 10
14.3.2 For the Consultant: David Hansen, AIA or his/her designee
Principal, Hansen Design
2311 N. 45`s Street #256
Seattle, WA 98103
davidii�hansen-desien. com
15. Dispute Resolution.
15.1 This Agreement has been and shall be construed as having been made and entered
into and delivered within the State of Washington and it is agreed by each party
hereto that this Agreement shall be governed by the laws of the State of
Washington.
15.2 In the event of a dispute regarding the enforcement, breach, default, or
interpretation of this Agreement, the Project Administrators, or their designees,
shall first meet in a good faith effort to resolve such dispute. In the event the
dispute cannot be resolved by agreement of the parties, said dispute shall be
resolved by arbitration pursuant to RCW 7.04A, as amended, with both parties
waiving the right of a jury trial upon trial de novo, with venue placed in Pasco,
Franklin County, Washington. The substantially prevailing party shall be entitled
to its reasonable attorney fees and costs as additional award and judgment against
the other.
16. Nonwaiver. 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
similar event or other provision of this Agreement
17. Integration. This Agreement between the parties consists in its entirety of this document
and any exhibits, schedules or attachments verified by initials as a part of Exhibit A. Any
modification of this Agreement or change order affecting this Agreement shall be in
writing and signed by both parties.
18. Authorization. By signature below, each party warrants that they are authorized and
empowered to execute this Agreement binding the City and the Consultant respectively.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on
the day and year first written above.
CITY OF PASCO, WASHINGTON
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Professional Services Agreement - Hansen Design
Broadmoor Area Development Project
CONSULTANT
David Hansen, AIA, rincipal
Hansen Design
Page 9 of 10
ATTEST:
J 00-tf�
Debbie C ark, City ler.
APPROVED AS TO FORM:
Leland B. Kerr, City Attorney
Professional Services Agreement - Hansen Design
Broadmoor Area Development Project Page 10 of 10
Cr
Hansen DESIGN
January 29, 2015
Client:
Mr. Ahmad Qayoumi
City of Pasco
525 N. 316 Avenue
Pasco, WA.
99301
RE: Letter of Agreement for Master Planning Service (141 12.01)
Dear Ahmad,
We are pleased to present this Master Planning/ Economic Analysis Services Letter of
Agreement (LOA) for the "Broadmoor" property in Pasco, Washington.
PROJECT DESCRIPTION
The Broadmoor property is approximately 550 acres of semi -undeveloped land
located north of Highway 12, west of Broadmoor Boulevard and east of the
Columbia River. In addition, this proposal will also include the adjacent the
conceptualization of 530 acre area south of Road 116 and east of the Columbia
River. The main area of focus will be approximately 150 acres south of Broadmoor
Boulevard. The primary goal of this exercise is to establish a development program
and strategy that brings an immediate impact to the area and is backed up by
detailed economic analysis, phasing/ implementation diagrams and an overall short
and long range vision in the form of 3D renderings of what the development could
be. The graphic diagrams will be sufficient in detail to work with current property
owners and the City of Pasco in establishing a phased scope diagram that will start
to determine infrastructure needs and leasing/development strategies for market
analysis (ICSC, Re -Con) and potential development agreements.
SCOPE OF WORK
Program/Economic Analysis
It is our experience that starting with a clear understanding of the current economic
situation of an area is crucial in informing the master planning process and
eliminating guess work. Over the years we have developed a unique process in
evaluating sites; enabling our team to master plan sites with economic forecasting
information. A list of proposed services is as follows:
A. Create an economic survey of the Tri -Cities region and the City of
Pasco that will show the health and trend of the current economy.
B. Provide detailed economic data that will be used in establishing a
mixed-use program and phasing strategy for the proposed site.
Fee Allowance: $6,500.00
Hansen ,ASIGN
January 29, 2015
Site/Project Due -Diligence
Initial site due -diligence to include, but not limited to:
A. Analyze site topography and existing conditions thru 3D modeling
prepared from available plans, boundary survey and GIS. Review for
anomalies or concerns; the 3D model will also aid us in identifying
program placement (both vertical and ho(zontal) for the site, analysis
of existing conditions to include buildings, water features, access,
power/water/sewer capacity, land -use codes and locating any
existing drawings and documents.
B. Initial thoughts and concepts from the City of Pasco regarding
program use, site placement, budget and schedule.
C. Review program and applicable laws, codes and regulations.
D. Establish a conceptual program that allows for efficient phasing of
mixed-use districts within the site.
E. Work with the City of Pasco in creating a development agreement
(DA) that protects the city's interests and investment. This may include
a development strategy, cursory design guidelines and graphic
support for DA exhibits.
F. Develop initial program and master plan that locate in detail on a site
plan the City of Pasco's future needs for Fire and Police stations,
Community Centers and Parks.
G. Develop the following documents for owner review:
1. Preliminary Master Plan showing 3D program placement and
possible phasing
2. Conceptual planning, design, phasing schedule.
3. Leasing, development and implementation strategy for the initial
phase.
4. Create an overall marketing strategy that combines the efforts of
other similar projects around the region; primarily the Port of Pasco,
City of Kennewick and Richland.
Fee Allowance: $30,500.00
Master Planning/ Initial Entitlement Strategy/Design Guidelines
Based off of the information gathered in the economic/program analysis phase and
previous master planning exercises; our design team will create a detailed 3D master
plan that will establish a strategy for design guidelines and entitlement.
A. Create a phased master plan for the entire 1080 acre area with an
emphasis on the following:
1. Location of phase one and two areas.
2. Incorporate the traffic analysis with infrastructure location and scale.
3. Shoreline management plan: Columbia River and marina.
4. Lot coverage and proposed FAR
5. Zoning adjustments and mixed-use strategies.
B. Detail program and master plan design for the initial Broadmoor 300
acres to include:
Hansen DESIGN
January 29, 2015
1. Establish building, open space and access placement, scale
and use.
2. Multiple renderings and 3D modeling with enough detail to
express the vision for the development.
3. Indicate traffic and infrastructural needs with access and
parking ratios for identified programs and uses. Detailed layouts
of parking fields, access and loading for marketing retail
development.
4. Establish the marina design, access and entitlement plan and
schedule.
5. Conceptual planning, design, permitting schedule.
6. Leasing, development and implementation strategy for the initial
phase.
7. Overall marketing strategy for the project to various developers
and retailers.
8. Develop initial design guidelines that will guide the proposed
look and feel of the development and land use policy.
9. Create a Parks and Recreation plan with an access and
maintenance strategy.
10. Establish a zoning and planned development strategy.
Fee Allowance: $85,000.00
Meetings/Charrettes
Given the short timeline to complete the scope, we anticipate having 3 meeting per
month between January 1, 2015 and May 17, 2015. The recommended breakout is
as follows:
A. Team meetings via phone of WebEx: 5-6 meetings
B. Charrettes/meetings in person: 3
charrettes/meetings
Fee Allowance: $3,500.00
Dellverables
The primary goal of this exercise is to create a well thought-out and intuitive master
planed vision for development that will showcase the potential of this site, the City of
Pasco and the region. There will be multiple deliverable graphics packages that will
clearly illustrate the findings of the analysis and the City of Pasco's vision prior to the
final design package to be presented at Re -Con in Las Vegas on May 17, 2015.
While most of the documentation will be 8.5x11 or 1 1x1 7 color sheets (spiral bound as
required), we are also accommodating the potential need for oversized documents
and electronic files to be copied onto flash drives.
It is also recommended that the City of Pasco create a place on their website for this
project to be view by the public and potential developers. Our design team will
work with your IT team in establishing the best file format and documentation for this
endeavor.
Fee Allowance: $2,200.00
Hansen ASIGN
January 29, 2015
RE -Con (ICSC)
Our team will coordinate the design, construction and procurement of the booth
and/or display located within the Las Vegas Convention Center.
Fee Allowance: $3,200.00
EXCLUSION
Exclusions to the Scope of Work include, but are not limited to:
• Full Traffic analysis and report. (to be completed by the City of Pasco)
• Real Estate or brokerage services.
• Permitting
• Detailed single family residential design and lot planning.
• Detailed storm water management plan
• Site soils investigation and report; Civil engineering.
• Detailed or itemized Cost Estimating for construction purposes.
• Multiple design schemes beyond scope listed in this LOA. It is assumed that the
preliminary direction set forth in the planning document titled Scheme A Site Plan
Study has been accepted by the City of Pasco. (See Exhibit C)
• Meetings listed beyond scope listed in this LOA.
• ICSC/Re-Con convention and membership fee for party's other than Hansen Design
employees.
• ICSC/Re-Con booth or display application fee.
• Any architectural design for the purposes of permitting and construction.
Services and tasks not listed in Scope of Work are not included in our fee and are
considered to be additional work, which will be billed at our hourly rates as stated in
Exhibit A.
PROPOSAL
This proposal is based on an hourly fee not to exceed $127,700.00 (One Hundred and
Twenty Seven Thousand Seven Hundred Dollars). Hansen Design will not exceed this
amount without written approval from the Client, and will give the Client notification
once 70% of the fee has been reached. This proposal is for work completed after
November 14, 2014. Work completed prior to this date has been invoiced separately
and in addition to this contract.
REIMBURSABLES
Reimbursable expenses are included within the proposed fee.
SCHEDULE
Given the short nature of the schedule, Hansen Design has started the Programming
and Master Planning tasks listed above. Please review the attached Exhibit B (10/24/14)
"Broadmoor Development Task List" for an itemized scope and schedule. These tasks
are to be completed by May 4, 2015.
Hansen *SKA
January 29, 2015
SCHEDULE AND CONDITIONS
This letter with the enclosed Exhibit A inclusive comprises the entire schedule of
conditions for our agreement. Client acknowledges that the Client has reviewed the
entire agreement and in particular has read and agreed to the limitation of liability
clause.
We thank you for including us in this incredible opportunity.
Sincerely,
David Hansen
Principal
Agreed on behalf
of ../_ / y�
(Company): Cll UT ( SCo
Signature:
Printed Name: T ve Zwbeli
Title:
Cctrr MRnicaer
On: VV3012l7/5
Enclosures: Exhibit A: Schedule of Conditions,
Exhibit B: Broadmoor Development Task List
Exhibit C: Scheme A, Site Plan Study
EXHIBIT A
Schedule of Conditions
Master Planning Services
#14112.01
DEFINITIONS:
Hansen Design is a Washington Professional Corporation, Client refers to the other party or entity to this
agreement: Client and Hansen Design have entered into a letter agreement in which Hansen Design
agrees to provide certain design services to Client referred to as the Letter of Agreement for Professional
Services. This Appendix is part of the Agreement for Professional Services and collectively they are the
Agreement.
FEES FOR PROFESSIONAL SERVICES 2013-2014:
TITLE Rate Range
Partner/Executive $180.00 -220.00 per hour
Principal $130.00-$180.00 per hour
Senior Associate $90.00-100.00 per hour
Architect IV: Project Manager / Specification Writer $70.00-90.00 per hour
Interior Designer: Project Manager / Senior Designer $80.00-90.00 per hour
Architect III: Project Architect $80.00-90.00 per hour
Interior Designer: Technical $80.00 per hour
Architect II: Job Captain $80.00 per hour
Intern l: $70.00 per hour
Administrative Assistant: $50.00 per hour
This rate table is effective through December 31, 2015. Hansen Design reserves the right to adjust the
rate table after the date and will notify the client prior to implementation of any rate adjustment.
REIMBURSABLE COSTS:
The following costs shall be reimbursed at 1.10 times the cost incurred by Hansen Design and are not
included in the Lump Sum Fee or Hourly Fee (collectively the "Fee for Professional Services") unless
specifically noted in the attached Agreement for Professional Services:
A. Travel change fees for schedule adjustments, if applicable.
B. Fees for sub consultants retained with Client approval.
C. Permit, Inspection or Review Fees by any governmental agent.
D. ICSC/Re-Con convention, membership and application fee's.
STATEMENT & ACCOUNTS:
The Fee for Professional Services and Reimbursable Costs shall be billed monthly. Accounts are due
upon presentation of invoice. Unless otherwise provided for in the Agreement for Professional Services,
interest at the rate of one and one-half percent (1.5%) per month of invoice amount (18% annual rate)
will be applied to any account balance not paid within 30 days of invoice date. Hansen Design
expressly reserves the right to suspend or terminate work in the event that it is not compensated in
accordance with the Agreement for Professional Services. Interest on unpaid amounts shall continue to
accrue until Hansen Design is paid in full.
TERMINATION/EVOCATION / EXPIRATION:
It is understood that these services may be terminated upon 7 days written notice by either party. In this
event, Hansen Design shall be compensated for all, work performed, all professional services rendered,
all reimbursable costs incurred and all materials purchased on behalf of Client prior to date of
termination. If Hansen Design provides a written proposal to Client and Client has not accepted the
proposal in writing within 60 days of the proposal date, the proposal shall be considered revoked on the
610 day. This Agreement terminates when Hansen Design has completed the services set forth in the
Agreement, unless one of the parties terminates it earlier. The Agreement shall terminate one year after
the date of the last signature, unless both parties agree in writing to extend the term of the Agreement
i1AWM
i]JJ I N
Page 1
EXHIBIT A
Schedule of Conditions
for a specific time to allow completion of services. If no specific date is set forth in the extension, the
Agreement shall terminate three months from the date of the extension.
CHANGES IN THE SCOPE OF WORK:
If the Client requires changes to the scope of work, or requests Extra Services beyond those listed, costs
of such changes and services will be billed on an hourly basis unless a different price is negotiated at
the time the change is requested. If any other consultants request or make changes which affect the
Scope of Work Hansen Design will notify Client prior to performing Extra Services and will not proceed
with the work until Hansen Design has received confirmation or authorization for Extra Services in writing
signed by both parties.
PROJECT INFORMATION:
Hansen Design agrees to provide its professional services in accordance with generally accepted
standards of its profession. Hansen Design agrees to put forth -reasonable efforts to comply with codes,
laws and regulations in effect as of the date of the Agreement for Professional Services, as set forth at
the tap of the Agreement. The Client shall provide full project information including a program and
budget, setting forth the Client's design objectives, constraints and criteria, a legal description and
certified land survey showing boundary and topography of the site, and the services of other
consultants when such services are deemed necessary by Hansen Design. Client shall be responsible for
obtaining and paying for all permits and shall be responsible for all delays related to permits and
required inspections. The services, information, surveys and reports required shall be furnished at the
Client's expense, and Hansen Design shall be entitled to rely upon the accuracy and completeness of
these items.
CONSTRUCTION COST ESTIMATES:
Any construction cost estimates or other estimates of costs or Fees for Professional Services provided by
Hansen Design will be provided on a basis of experience and judgment, but since it has no control over
market conditions, bidding procedures or construction, permitting and installation delays, Hansen
Design cannot warrant that its fees, its bids or ultimate construction costs will not vary from Hansen
Design estimates.
OWNERSHIP OF DOCUMENTS:
Drawings, sketches, plans and specifications, electronically transferred files and all other documents
and files prepared by Hansen Design for this project are instruments of professional services and shall be
the joint property of Hansen Design and the Client, provided however, that if Hansen Design and its
services are terminated without "Cause" (as such term may be defined in the related Professional
Services Agreement (PSA) between the parties), then all such material will remain the sole property of
Hansen Design. All AutoCad (.dwg), Sketch -up (.skp) and Maxwell files related to this project will remain
the sole property of Hansen Design and may not be used by the Client or a third party unless written
consent has been given by Hansen Design.
The Client shall not allow the instruments of professional services provided by Hansen Design hereunder
to be used on other projects or by other professional service providers except by prior written
agreement of Hansen Design. Any additions or modifications to these instruments of professional
services, whether in electronic or printed form, made by anyone other than Hansen Design may result in
adverse consequences that Hansen Design cannot predict or control. The Client agrees to the fullest
extent permitted by law to indemnify, defend, and hold harmless Hansen Design from and against all
claims, liabilities, losses, damages, and costs, including, but not limited to, attorney's fees and costs,
arising out of, or in any way connected with or related to the modification, misinterpretation, use,
misuse, or reuse by others of plans and specifications, drawings, descriptions, sketches, electronically
transferred files, computer media and data or other instruments of professional services provided by
Hansen Design under this Agreement. This indemnification applies without limitation to any use of the
project documentation on other projects, for additions to this project, or for the completion of this
project by others. The foregoing sentence notwithstanding, Hansen Design acknowledges that the
Client is subject to the Public Records Act, and therefore could be legally compelled to disclose such
material to a third party. Client agrees to restrict such disclosure to that which is required under the law,
and provide advance notice to Hansen Design of such disclosure in order to provide Hansen Design the
opportunity to seek any appropriate protective orders.
Clients initial:
Date: yp�
Page 2
EXHIBIT A
Schedule of Conditions
INDEMNIFICATION; LIMITATION OF LIABILITY:
The parties agrees to indemnify, defend and hold the other harmless from and against any and all
claims, liabilities, suits, demands, losses, costs and expenses, including, but not limited to; reasonable
attorneys fees and costs and related fees of other professionals incurred if arbitration, litigation,
declaratory action, bankruptcy, collection, appeal or otherwise, and air interest thereon, accruing or
resulting to any and all persons, firms or any other legal entities, on account of any damages or losses to
property or persons, including injury or death; or economic losses, which relate to or arise; from the
project and/or the performance or non-performance of obligations under this Agreement, except to
the extent such damages or losses are found by a court or forum of competent jurisdiction to be
caused directly by a party's negligence or intentional misconduct. In the event any claim arises
pursuant to this Agreement, as a condition precedent to commencing any legal action, the aggrieved
party shall notify the other in writing and such party. In the case of Hansen Design, it shall have the right
to correct or replace any non -conforming work, at Hansen Design's sole option. In the event Hansen
Design is determine if to be liable or partially liable for any such claim, Hansen Design shall not be liable
for more than, and Client shall reimburse Hansen Design for any judgment or settlement awarded
against Hansen Design in excess of, Hansen Design's net fee earned from Client pursuant to this
Agreement "Net fee" means amount Hansen Design has received from Client pursuant to this
Agreement, minus all reimbursable expenses paid to Hansen Design, and all fees Hansen Design has
paid to other professionals and service providers on behalf of Client.
WAIVERS OF CONSEQUENTIAL DAMAGES AND SUBROGATION:
Client and Hansen Design: waive all claims to consequential damages for any claims or disputes arising
out of or relating to this Agreement. In addition, Client and Hansen Design: waive all claims against
each other to the extent covered by any applicable insurance, including but not limited to claims for
subrogation.
DISPUTE RESOLUTION:
Client and Hansen Design agree to mediate claims or disputes arising out of or relating solely to this
Agreement as a condition precedent to arbitration. The mediation shall be conducted by a local
mediation service experienced in handling construction disputes, acceptable to both parties. A
demand for mediation shall be made within a reasonable time after a claim or dispute arises and the
parties agree to participate in mediation in good faith. Mediation fees shall be shared equally. In no
event shall any demand for mediation be made after such claim or dispute would be barred by the
applicable law. In the event mediation is not successful, the parties agree to binding arbitration by a
mutually agreeable arbitrator.
LEGAL EXPENSES & COSTS / GOVERNING LAW:
Should any legal proceeding be commenced between the parties to this Agreement seeking to
enforce any of its provisions or related to any of the work performed under it, including, but not limited
to fee provisions: the predominantly prevailing party in such proceeding shall be entitled, in addition to
such other relief as may be granted, to a reasonable sum for attorneys' and expert witnesses' fees and
costs, which amount shall be determined by the court or forum in such a proceeding or in a separate
action brought for that purpose. For purposes of this provision, "prevailing party' shall include a party
which dismisses an action for recovery hereunder in exchange for payment of the sum allegedly due or
another sum acceptable to the party who commenced the action, performance of covenants
allegedly breached, or consideration substantially equal to the relief sought in the action of
proceeding. This agreement shall be governed by and construed in accordance with the laws of the
State of Washington.
CONSTRUCTION PHASE SERVICES:
Unless otherwise provided for in the Agreement for Professional Services, site observation shall be
performed as requested by the Client in writing on an Hourly Basis, plus reimbursable expenses. Client
shall be solely responsible for written notification to Hansen Design regarding the appropriate time for
any requested site observation services and any site changes which have occurred which might affect
Hansen Design's observation. Hansen Design shall be responsible only for site improvements, which are
visible and can be reviewed at the time Hansen Design provides its site observation services. Failure to
notify Hansen Design in writing of a request for site observation services or of changes to the sit
Clients initial:
Date:
Page 3
EXHIBIT A
Schedule of Conditions
relieve Hansen Design of all responsibility related to changes, problems or errors in the construction of
improvements which occurred when Hansen Design was not on the site and of which it was not notified
Hansen Design is not responsible for others' work on the site or for on-site construction safety, or control
of means, materials, or method, scheduling, sequencing or procedures by the contractor, or for
another's failure to complete the work in accordance with Hansen Design's plans and specifications.
Construction -phase services will be provided to determine the general progress of the work, but will not
include supervision of the contractors, or of their means, methods, techniques, schedules, sequences or
procedures, or for construction safety or any other related programs. Hansen Design maintains the right,
but not the duty; to recommend that Client reject work that does not appear to conform generally to
the plans and specifications prepared by Hansen Design. Hansen Design shall not have any liability for
recommendations made in good faith.
PAYMENT CERTIFICATION:
If construction -phase payment certification services are included in this Agreement, such certifications
for payment shall be a representation to the Client that, to the best of Hansen Design's knowledge,
information and belief, the work has progressed to approximately the point indicated. Such certification
shall be subject to any noted qualifications by Hansen Design and shall not be a representation that
Hansen Design has supervised the work, reviewed means, methods, techniques, schedules, sequences
or procedures, or for construction safety or any other related programs of the contractors, or that
Hansen Design has reviewed how or for what purpose the contractor has used or intends to use the
contract funds.
SUCCESSORS & ASSIGNS / NO THIRD PARTY BENEFICIARIES:
It is mutually understood and agreed that this agreement shall be binding upon Client and its successors
and assigns and upon Hansen Design, its successors and assigns. Neither party shall assign nor transfer
interest in this agreement or any part thereof without the written consent of the other party. Nothing in
this agreement is intended to create a contractual relationship for the benefit of any third party. There
are no intended beneficiaries of this agreement except Hansen Design and Client.
PROMOTIONAL MATERIALS:
Hansen Design reserves the right to photograph the project and use it in marketing materials. Client
agrees to give appropriate credit to Hansen Design in any promotional materials or articles.
ENTIRE AGREEMENT AND SEVERABILITY:
This Agreement, along with any contemporaneously executed Professional Services Agreement (PSA), is
the entire and integrated agreement between Client and Hansen Design and supersedes all prior
negotiations, statements or agreements, either written or oral. This Agreement may be amended only
by written instrument signed by both Client and Hansen Design. In the event of a conflict between this
Agreement and the PSA, this Agreement will prevail. In the event that any term or provision of this
agreement is found to be void, invalid or unenforceable for any reason, that term or provision shall be
deemed to be stricken from this agreement, and the balance of this agreement shall survive and
remain enforceable.
Clients initial:
Date: Q �(
Page 4
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