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CKJT Architects Agreement - Civic Center - City Hall Remodel
PROFESSIONAL SERVICES AGREEMENT Pasco Civic Center Departmental Remodel Project THIS AGREEMENT is made and entered into between the City of Pasco, a Washington Municipal Corporation, hereinafter referred to as "City", and CKJT Architects, 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 or about November 16, 2015 and promptly be completed within twenty-four (24) calendar months (including Construction Phase Services), in accordance with the schedule attached hereto as Exhibit B. 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. Professional Services Agreement -'Pasco Civic Center Departmental Remodel" Page 1 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 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): $ per hour plus actual expenses incurred as provided under this Agreement, but not to exceed a total of $ 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 $ ; or © Other: in accordance with the scheduled attached hereto as Exhibit C. 4. Reports and Inspections. 4.1 The Consultant at such times and in such forms as the City may require, shall furnish 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. Professional Services Agreement - "Pasco Civic Center Departmental Remodel" Page 2 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 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. 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 exclusive property of the City, including copyright as secured thereon. Consultant may not use them except in connection with the performance of the services under this Agreement or with the prior written consent of the City. 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. 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. Public 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 acceptance by the City or public citation by the City in connection with City action. Professional Services Agreement - "Pasco Civic Center Departmental Remodel" Page 3 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. Independent 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 of RCW 50.04.140 (Employment Security). 7.3.2 RCW 51.08.195 (Industrial Insurance). 7.3.3 Obtain a City of Pasco business license. 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. Professional Services Agreement - "Pasco Civic Center Departmental Remodel" Page 4 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 Should a Court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injuries or damages to property caused by or resulting from the concurrent negligence of the Consultant, and the City, its officers, employees, agents and volunteers, the Consultant's liability and obligation to defend hereunder shall only be the proportionate extent of the Consultant's negligence. 8.3 It is further agreed that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. 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. 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. Professional Services Agreement -'Pasco Civic Center Departmental Remodel" Page 5 9.1.2 Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors and personal injury and advertising injury. 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. 9.1.3 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 ® $1,000,000 each occurrence; and $2,000,000 general aggregate 9.2.3 Professional Liability 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 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. Professional Services Agreement - "Pasco Civic Center Departmental Remodel" Page 6 9.4 Acceptability of Insurers. Insurance is to placed with insurers with a current A.M. Best raring of not less than ANII. 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 Continaent 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. On December 31, 2015, CKJT Architects will cease operations and its successor firm CKJT Architects PLLC will commence operations on January 1, 2016. CKJT Architects PLLC will be bound by this agreement to the same extent as is CKJT Architects. Other than for this succession, 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. Professional Services Agreement - "Pasco Civic Center Departmental Remodel' Page 7 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: Stan Strebel, or his/her designee 525 North 3rd Pasco WA 99301 strebels .pasco-wa.gov 14.3.2 For the Consultant: James Taylor, or his/her designee Terrance Casey 128 Vista Wav Kennewick, WA 99336 jatgckit.com or tdc@ckjt.com Professional Services Agreement - "Pasco Civic Center Departmental Remodel' Page 8 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 Dave Zabell, Ci anager A*ES Debbie Clark, City`Clerk --� APPRO AS TO FORM: Leland B. Kerr, City Attorney CKJT ARCHITECTS It _ 9 James Taylor, Partner Professional Services Agreement - "Pasco Civic Center Departmental Remodel' Page 9 Exhibit A SCOPE OF SERVICES The City of Pasco wishes to remodel approximately 37,730 square feet of the Pasco Civic Center for departmental space reorganization. Of this area, approximately 14,815 square feet occurs on the first floor, 17,550 square feet occurs on the second floor, and 5.365 square feet occurs on the third floor. These areas do not include public corridors and stairs which the City may choose to add to the Project to the extent of replacing flooring and/or renewing wall and ceiling finishes for additional areas without modification of this Contract. City Departmental space needs have been provided to the Consultant in a document titled CITY HALL WORK SPACE NEEDS UPDATE and first and second Pasco Civic Center floor plans with departmental relocation notations. Based upon these documents supplied by the City, the Consultant has prepared a document titled Pasco Civic Center Departmental Relocation Scope Estimate and attached it to this Contract as Exhibit D. The preliminary construction budget for the Project is approximately $1,240,000 including a 10% construction contingency but not including fees and taxes. In order to complete the Project, the Consultant services to be performed include architectural, mechanical, and electrical services required for (1) as -built investigation, (2) schematic design, (3) design development, (4) contract documents production, (5) project bidding, and (5) construction project administration as follows: A. PREDESIGN AND AS -BUILT DRAWING PHASE SERVICES Review City's documents provided to the Consultant, propose an Estimate of Project Scope (Exhibit D), and perform updated as -build measurements and produce updated as -built drawings of the total approximately 37,730 square feet of existing Pasco Civic Center designated as requiring Departmental remodeling. The Consultant currently possesses original and remodeled Pasco Civic Center plans which will be updated to include unrecorded modifications to those plans. B. SCHEMATIC DESIGN PHASE SERVICES 1. The Consultant shall review the program ad other information furnished by the City, and shall review laws, codes, and regulations applicable to the Consultant's services. 2. Based on the Project's requirements agreed upon with the City, the Consultant shall prepare and present for the City's approval a preliminary design illustrating the scale and relationship of the Project components. 3. Based on the City's approval of the preliminary design, the Consultant shall submit to the City a preliminary estimate of Construction Cost. 4. The Consultant shall submit the Schematic Design Documents to the City, and request the City's approval. Professional Services Agreement -Pasco Civic Center Departmental Remodel Exhibit A -Page 1 of 7 Exhibit A C. DESIGN DEVELOPMENT PHASE SERVICES 1. Based on the City's approval of the Schematic Design Documents, and on the City's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work, the Consultant shall prepare Design Development Documents for the City'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 and interior elevations to fix and describe the size and character of all elements of the project. 2. The Design Development Documents shall also include outline specifications that identify major materials to establish in general, their quality levels. 3. The Consultant shall update the estimate of the Cost of the Work. 4. The Consultant shall submit the Design Development Documents to the City, advise the City of any adjustments to the estimate of the Cost of the Work, and request the City's approval. D. CONSTRUCTION DOCUMENTS PHASE SERVICES 1. Based on the City's approval of the Design Development Documents, and on the City's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work, the Consultant shall prepare Construction Documents for the City'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 of materials and other requirements for the construction of the Work. The City and Consultant acknowledge that in order to construct the Work the Contractor will provide additional information, including Shop Drawings, Product Data, Samples, and other similar submittals which the Consultant shall review during the Construction Phase. 2. The Consultant shall incorporate into the Construction Documents the design requirements of governmental authorities having jurisdiction over the Project. 3. During the development of the Construction Documents, the Consultant shall assist the City in the development and preparation of (1) bidding and procurement information that describes the time, place and conditions of bidding, including bidding or proposal forms; (2) the form of agreement between the City and Contractor; and (3) the Conditions of the Contract for Construction (General, Supplementary and other Conditions). The Consultant 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. 4. The Consultant shall update the estimate for the Cost of the Work. 5. The Consultant shall submit the Construction Documents to the City, advise the City of any adjustments to the estimate of the Cost of the Work, ad request the City's approval. E. BIDDING PHASE SERVICES Professional Services Agreement -Pasco Civic Center Departmental Remodel Exhibit A -Page 2 of 7 Exhibit A 1. The Consultant shall assist the City in bidding the Project by a) Procuring the reproduction of Bidding Documents for distribution to prospective bidders b) Distributing the Bidding Documents to prospective bidders, requesting their return upon completion of the bidding process, and maintaining a log of distribution and retrieval and of the amounts of deposits, if any, received from and returned to prospective bidders c) Organizing and conducting a pre-bid conference for prospective bidders d) Preparing responses to questions from prospective bidders and providing clarifications and interpretations of the Bidding Documents to all prospective bidders in the form of addenda e) Organizing and conducting the opening of bids, an d subsequently documenting and distributing the bidding results, as directed by the City 2. The Consultant shall consider requests for substitutions and shall prepare and distribute addenda identifying approved substitutions to all prospective bidders. F. CONSTRUCTION PHASE SERVICES 1. GENERAL a) The Consultant shall provide administration of the Contract and General Conditions of the Contract for Construction between the City and the Contractor in a form of agreement to be approved by the City. b) The Consultant shall advise and consult with the City during the Construction Phase Services. The Consultant shall have authority to act on behalf of the City only to the extent provided in this Agreement. The Consultant 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 Consultant be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Consultant shall be responsible for the Consultant'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. c) Subject to Section 4.3, the Consultant's responsibility to provide Construction Phase Services commences with the award of the Contract for Construction and terminates on the date the Consultant issues the final Certificate for Payment. 2. EVALUATIONS OF THE WORK a) The Consultant shall visit the site at intervals appropriate to the stage of construction to become general 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 Professional Services Agreement -Pasco Civic Center Departmental Remodel Exhibit A -Page 3 of 7 Exhibit A Consultant 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 Consultant shall keep the City reasonably informed about the progress and quality of the portion of the Work completed, and report to the City (1) known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor, and (2) defects and deficiencies observed in the Work. b) The Consultant has the authority to reject Work that does not conform to the Contract Documents. Whenever the Consultant considers it necessary or advisable, the Consultant shall have the authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Consultant 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 Consultant to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons or entities performing portions of the Work. c) The Consultant shall interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the City or Contractor. The Consultant's response to such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness. d) Interpretations and decisions of the Consultant 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 Consultant shall endeavor to secure faithful performance by both City and Contractor, shall not show partiality to either, and shall not be liable for results of interpretations or decisions rendered in good faith. The Consultant's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents. 3. CERTIFICATES FOR PAYMENT TO CONTRACTOR a) The Consultant shall review and certify the amounts due the Contractor and shall issue certificates in such amounts. The Consultant's certification for payment shall constitute a representation to the City, based on the Consultant's evaluation of the Work and on the data comprising the Contractor's Application for Payment, that, to the best of the Consultant's knowledge, information and belief, the Work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject (1) to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, (2) to results of subsequent tests and inspections, (3) to correction of minor deviations from the Professional Services Agreement -Pasco Civic Center Departmental Remodel Exhibit A -Page 4 of 7 Exhibit A Contract Documents prior to completion, and (4) to specific qualifications expressed by the Consultant. b) The issuance of a Certificate for Payment shall not be a representation that the Consultant has (1) made exhaustive or continuous on-site 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 material suppliers and other data requested by the City 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. c) The Consultant shall maintain a record of the Applications and Certificates for Payment. 4. SUBMITTALS a) The Consultant shall review the Contractor's submittal schedule and shall not unreasonably delay or withhold approval. The Consultant'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 Consultant's professional judgement to permit adequate review. b) In accordance with the Consultant -approved submittal schedule, the Consultant shall review and approve 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 then 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 Consultant's review shall not constitute approve of safety precautions or, unless otherwise specifically stated by the Consultant, of any construction means, methods, techniques, sequences or procedures. The Consultant's approval of a specific item shall not indicate approval of an assembly of which the item is a component. c) The Consultant shall review and respond to requests for information about the Contract Documents. The Consultant 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 Consultant's response to such requests shall be made in writing within any time limits agree upon, or otherwise with reasonable promptness. If appropriate, the Consultant shall prepare and issue Professional Services Agreement -Pasco Civic Center Departmental Remodel Exhibit A -Page 5 of 7 Exhibit A supplemental Drawings and Specifications in response to requests for information. d) The Consultant shall maintain a record of submittals and copies of submittals supplied by the Contractor in accordance with the requirements of the Contract Documents. 5. CHANGES IN WORK a) The Consultant may authorize 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. The Consultant shall prepare Change Orders and Construction Change Directives for the City's approval and execution in accordance with the Contract Documents. b) The Consultant shall maintain records relative to changes in the Work. 6. PROJECT COMPLETION a) The Consultant shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion; receive from the Contractor and forward to the City, for the City's review and records, written warranties and related documents required by the Contract Documents and assembled by the Contractor; and issue a final Certificate for Payment based upon a final inspection indicating the Work complies with the requirements of the Contract Documents. b) The Consultant's inspections shall be conducted with the City to check 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. c) When the Work is found to be substantially complete, the Consultant shall inform the City 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. d) The Consultant shall forward to the City 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 City against liens; and (3) any other documentation required of the Contractor under the Contract Documents. e) Upon request of the City, and prior to the expiration of one year from the date of Substantial Completion, the Consultation shall, without additional compensation, conduct a meeting with the City to review the facility operations and performance. G. ADDITIONAL SERVICES 1. When requested by the City, Additional Services maybe provided after execution of this Agreement, without invalidating the Agreement. Except for services required due to the Professional Services Agreement -Pasco Civic Center Departmental Remodel Exhibit A -Page 6 of 7 Exhibit A fault of the Consultant, any Additional Services provided shall entitle the Consultant to compensation pursuant to Exhibit C and an appropriate adjustment in the Consultant's schedule. 2. Upon recognizing the need to perform the following Additional Services, the Consultant shall notify the City with reasonable promptness and explain the facts and circumstances giving rise to the need. The Consultant shall not proceed to provide the following services until the Consultant receives the City's written authorization: a) Services necessitated by a change in the Initial Information, previous instructions or approvals given by the City, or a material change in the Project including, but not limited to, size, quality, complexity, the City's schedule or budget for Cost of the Work, or procurement or delivery method; b) Services necessitated by the City's request for extensive environmentally responsible design alternatives, such as unique system designs, in-depth material research, energy modeling, or LEED® certification.; c) Changing or editing previously prepared Instruments of Service necessitated by the enactment or revision of codes, laws or regulations or official interpretations; d) Services necessitated by decisions of the City not rendered in a timely manner or any other failure of performance on the part of the City or the City's consultants or contractors; e) Preparing digital data for transmission to the City's consultants and contractors, or to other City authorized recipients; f) Preparation of design and documentation for alternate bid or proposal requested proposed by the City; g) Preparation for, and attendance at, a public presentation, meeting or hearing; h) Preparation for, and attendance at a dispute resolution proceeding or legal proceeding, except where the Consultant is party thereto; i) Evaluation of the qualifications of bidders or persons providing proposals; j) Consultation concerning replacement of Work resulting from fire or other cause during construction; k) Assistance to the Initial Decision Maker, if other than the Consultant; or 1) Providing Construction Phase Services 90 days after (1) the date of Substantial Completion of the Work or (2) the anticipated date of Substantial Completion identified in Initial Information, whichever is earlier. 3. If the services covered by this Agreement have not been completed within twenty four (24) calendar months of the date of this Agreement, through no fault of the Consultant, extension of the Consultant's services beyond that time shall be compensated as Additional Services. Professional Services Agreement -Pasco Civic Center Departmental Remodel Exhibit A -Page 7 of 7 Exhibit B PROJECT SCHEDULE The tentative Project Schedule is as follows: A. PROJECT CONTRACT COMMENCEMENT: On or about November 16`h, 2015. B. Completion of PREDESIGN AND AS -BUILT DRAWING PHASE SERVICES: November 30`n, 2015 C. Completion of SCHEMATIC DESIGN PHASE SERVICES: December 31", 2015 D. Completion of DESIGN DEVELOPMENT PHASE SERVICES: February 15`n, 2016 E. Completion of CONSTRUCTION DOCUMENTS PHASE SERVICES: May 13`n, 2016 F. Completion of BIDDING PHASE SERVICES (Bid Date): June 14`n, 2016 G. CONSTRUCTION COMMENCEMENT: On or about July 11`n, 2016 H. Final Project Substantial Completion of Construction: August 18`n, 2017 I. Completion of CONSTRUCTION PHASE SERVICES (including closeout): November 17`n 2017 Note: the Project is expected to be constructed in more than one construction phase with construction phase completion dates which are as yet to be determined. Professional Services Agreement -Pasco Civic Center Departmental Remodel Exhibit B -Page 1 of 1 Exhibit C COMPENSATION AND PAYMENT Compensation shall be as indicated below. Total compensation at the Pre -Design Construction Cost Estimate of $1,126,823 would be $95,975 which is 8.5% of the cost estimate (numbers rounded). A. PREDESIGN AND AS -BUILT DRAWING PHASE SERVICES: A lump sum fee of $5,000.00 B. SCHEMATIC DESIGN PHASE SERVICES: A lump sum fee of $12,000.00 C. DESIGN DEVELOPMENT PHASE SERVICES: A lump sum fee of $17,000.00 D. CONSTRUCTION DOCUMENTS PHASE, BIDDING PHASE, AND CONSTRUCTION PHASE SERVICES: A fee of 5.5% of the Construction Cost excluding Sales Tax and apportioned as follows: 1. Construction Documents Phase Services: 3.0% of the Construction Cost 2. Bidding Phase Services: 0.5% of the Construction Cost 3. Construction Phase Services: 2.0% of the Construction Cost E. ADDITIONAL SERVICES: For services performed in accordance with Exhibit A, Item G an hourly rate and expenses per the following schedules: 1. CKJT Architects (and successor firm CKJT Architects PLLC) Principal $110.00/hour Architect $ 84.00/hour Draftsman $ 62.00/hour Clerical $ 44.00/hour 2. L&S Engineering Consultants (Mechanical Engineer) Principal $135.00/hour Associate $115.00/hour Project Manager $105.00/hour Designer $ 90.00/hour Cad Technician $ 75.00/hour Travel Actual Expense Incurred 3. DEI Electrical Consultants (Electrical Consultant) Principal Engineer $150.00/hour Professional Engineer $125.00/hour Lighting Designer $125.00/hour Senior Designer $100.00/hour CAD/Revit Technician $ 75.00/hour Travel Actual Expense Incurred Professional Services Agreement -Pasco Civic Center Departmental Remodel Exhibit C -Page 1 of 2 Exhibit C F. REIMBURSABLE EXPENSES: Reimbursable expenses are in addition to compensation for the Consultant's professional services and include expenses incurred by the Consultant and the Consultant's Sub -Consultants directly related to the Project as follows: 1. Fees paid for securing approval of authorities having jurisdiction over the Project. Printing costs for final Construction Bid Documents. 3. Postage, handling, and delivery costs for final Construction Bid Documents. For Reimbursable Expenses, the compensation shall be the expenses incurred by the Consultant or the Consultant's Sub -Consultants plus an administrative fee of five percent (5%) of the expenses incurred. Professional Services Agreement -Pasco Civic Center Departmental Remodel Exhibit C -Page 2 of 2 Exhibit D Pasco Civic Center Departmental Relocation Scope Etimate Baseline Cost@ Magnitude of 100% _ $49.43 (Based on recent Bid Results for Comperable Project) First Floor Work Group Area Sector Required Area Area Remodel Magnitude Cost /SF Remodel Cost Notes Permit Center 2,597 2,927 2,597 135% 66.73 $173,310 New "One Stop" Permit Center created from existing Information Services and Administrative and Community Serive spaces. Sector Remainder 330 135% 66.73 $22,023 Prepare remaining 330 square feet for eventual growth of the Permit Center. Customer Service 9991 3,5451 2,626 65%1 32.13 $32,099 Keep existing space but expand to north for new Accounting Clerk office. Biling Clerk space modified. Paritions added to Bullpen. A & C Services 1,410 135% 66.73 $94,096 Similar space to existing but moved too just north of Customer Service. Mail Room 217 10% 4.94 $1,073 Keep existing space; add some new finishes. Sector Remainder 919 10% 4.94 $4,543 Minimal finish upgrades to prepare for future use. Accounting 2,726 5,378 4,186 160% 79.091 $215,608 Major remodel; demolish majority of Police 1st Floor & revise for accounting including adding exterior windows. Add door @ stair. Parks & Rec. Stor. 650 40% 19.77 $12,853 New demising partition to create this space; existing storage in the room. New door to corridor. City Clerk 652 170% 84.04 $54,792 Across hall from Customer Service; demolish Police 1st Floor Locker Rooms. New exterior windows. Rebuild Mens' Room. Stairwell 158 10% 4.94 $781 New finishes, no other changes. Sector Remainder 1,192 20% 9.89 $11,785 Minor revisions necessary due to demolition for Accounting and Cty Clerk. Parks & Recreation 2,910 2,965 21910 10% 4.94 $14,385 Some new finishes only. Sector Remainder 55 10% 4.94 $272 Some new finishes only. Second Floor Work Group Area Sector Area I Required Area I Remodel Magnitude Cost /SF Remodel Cost Notes Planning 3,079 9,186 8,314 15% 7.41 $22,831 Some new finishes. Create dedicated strorage room. Create 2 each two -person offices for Code Enforcement. Public Works 5,235 15% 7.41 $38,817 Expansion into existing Inspection Services spaces but minor spatial modifications; new wall across corridor at north end of stairs. Sector Remainder 872 15% 7.41 $6,466 Prepare remaining 872 square feet for eventual growth of the Public Works. Information Serv. 3,778 8,366 6,301 60% 29.66 $112,055 Move to 2nd Floor Police spaces w/ minor modifications; new demising partition for Computer Lab. New network server testing rm. Prosecutor 1,528 120% 59.32 $90,641 Demolition of portion of 2nd Floor Police spaces to create new space for Prosecutors; use existing high-density storage. Computer Lab 366 100% 49.43 $18,093 Computer Lab for 10 to be constructed at the west end of Information Services spaces. Break Room 629 10% 4.94 $3,109 Some new finishes only. Sector Remainder 2,065 10% 4.94 $10,208 Some new finishes only. Exhibit D -Page 1 of 2 Exhibit D Third Floor Work Group Area Sector Area Required Area Remodel Magnitude Cost /SF Remodel Cost Notes City Manager 1,504 5,363 4,101 10% 4.94 $7,435 Some new finishes only. Human Resources 2,280 $95,780 135% 66.73 $152,155 Relocates and consolidates across the corridor to encompass current Prosecutor spaces; significant remodel. Communications 317 135% 66.73 $21,1551 Relocates from City Manager space to former Human Resources Space; significant remodel. Sector Remainder 1,262 10% 1 4.94 $6,238 Some new finishes only. Project Costs Notes Total Area 37,730 Does not include Existing Main Corridors and Stairwells, Restrooms, etc. Average Cost/SF $29.87 Includes added Electrical and reworked Mechanical ductwork as required for New Offices. Base Construction Cost $1,126,823 Not included at this point is New Data Wiring throughout the Building. Contingency @ 10.0% $131,951 Contingency includes 10% Construction Cost plus Sales Tax plus Architectural Fees. Washington State Sales Tax @ 8.6% $108,255 Sales Tax on Base Construction Cost. Architectural Fee @ 8.5% $95,780 Includes as -built drawings. Total Cost (less fees) $1,462,808 Budget Amount Exhibit D -Page 2 of 2