HomeMy WebLinkAbout05/06/2025 07.J. Resolution authorizing contract with Graham Baba Architects for the Capitol Theatre Capital Improvements 2025 r:-
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BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. 7.J.
For Meeting of: May 6, 2025
ITEM TITLE: Resolution authorizing contract with Graham Baba Architects for the
Capitol Theatre Capital Improvements 2025 (Public Facilities District
Fund)
SUBMITTED BY: * Bill Preston, Acting City Engineer
Charlie Robin, Capitol Theatre CEO
SUMMARY EXPLANATION:
The Capitol Theatre is in the process of improving the Theatre located at 19 S 3rd Street, which requires
the design of multiple projects including the 4th Street Terrace, House Renovations, and Facade
Remodel. The City of Yakima and the Capitol Theatre desire to enter into a professional services
agreement with Graham Baba Architects.
This is a Master Agreement as the project will be completed in stages. Work will be assigned via Task
Orders each of which will require City Council approval. Funding for Task 1 is from the Public Facilities
District funds.
ITEM BUDGETED: Yes
STRATEGIC PRIORITY 24-25: A Resilient Yakima
RECOMMENDATION: Adopt Resolution.
ATTACHMENTS:
Resolution_Graham Baba Architects_capitol theatre project
Contract
Exhibits A thru D Final
113
RESOLUTION NO. R-2025-
A RESOLUTION authorizing an agreement with Graham Baba Architects for Capitol
Theatre Capital Improvements 2025.
WHEREAS, the City of Yakima (City) and the Capitol Theatre are in the process of
improving the Theatre located at 19 S 3rd Street, which requires the design of multiple projects
including the 4th Street Theatre terrace, new improved seating, façade marquee improvements
and safety improvements and,
WHEREAS, the City and the Capitol Theatre desire to enter into a Professional Services
Agreement with Graham Baba Architects to perform the design work necessary to develop
plans and prepare the permits required for the Capitol Theatre Capital Improvements 2025; and,
WHEREAS, the City of Yakima and the Capitol Theatre staff issued an RFQ requesting
statements of qualifications from interested firms to perform the design work; and
WHEREAS, after interviews with 4 different Architectural firms, Graham Baba Architects
was selected and determined to be qualified to perform the needed design work; and
WHEREAS, the project consists of multiple stages with each stage coming before
Council for approval; and
WHEREAS, the project will be funded with Public Facilities District funds, donations, and
other funding sources as they become available; and
WHEREAS, the contract will be null and void if bond and certificate and insurance not
received within specified timeframe; and
WHEREAS, the Scope of Work and Budget included in this supplement meet the needs
and requirements of the City of Yakima for this project, now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is hereby authorized to execute a Professional Services Agreement
with Graham Baba Architects, attached hereto and incorporated herein by this reference, not to
exceed One Hundred, Ninety One Thousand, Nine Hundred and Fifteen Dollars ($191,915) to
provide the Professional Services as described in the Agreement.
ADOPTED BY THE CITY COUNCIL this 6th day of May, 2025.
Patricia Byers, Mayor
ATTEST:
Rosalinda Ibarra, City Clerk
114
AGREEMENT
BETWEEN
CITY OF YAKIMA, WASHINGTON
AND
GRAHAM BABA ARCHITECTS PLLC
FOR ARCHITECTURAL SERVICES
THIS AGREEMENT, is made and entered into on this day of , 2025, by
and between the City of Yakima, Washington, a municipal corporation with its principal office at 129 North
Second Street, Yakima, WA 98901, (hereinafter referred to as "CITY"), and Graham Baba Architects
PLLC with its principal office at 1507 Belmont Avenue, Suite 200, Seattle, WA 98122, (hereinafter
referred to as "ARCHITECT); said corporation being licensed and registered to do business in the State
of Washington. This AGREEMENT establishes the framework under which the CITY intends to
award ARCHITECT certain task orders to provide services on the Capital Theater Capital
Improvements Project. (herein referred to as the "PROJECT.")
WITNESSETH:
RECITALS
WHEREAS, CITY desires to retain the ARCHITECT to provide architectural services related to
the design and construction of the PROJECT, as described in this Agreement and subsequent
Amendments and Task Orders to be negotiated in accordance herewith; and
WHEREAS, ARCHITECT represents that it has available and offers to provide personnel with
knowledge and experience necessary to satisfactorily accomplish the work anticipated herein, and that it
has no conflicts of interest prohibited by law that would prevent ARCHITECT from entering into this
Agreement;
NOW, THEREFORE, CITY and ARCHITECT agree as follows:
SECTION 1 INCORPORATION OF RECITALS
1.1 The above recitals are incorporated into these operative provisions of the Agreement.
SECTION 2 SCOPE OF SERVICES
2.0.1 ARCHITECT agrees to perform those services described hereafter subject to the
parties subsequent negotiations regarding scope and price. Unless modified in
writing by both parties, duties of ARCHITECT shall not be construed to exceed those
services specifically set forth herein.
2.0.2 ARCHITECT shall use its best efforts to maintain continuity in personnel and shall assign,
Maureen O'Leary as Principal-in-Charge throughout the term of this Agreement unless
other personnel are approved by the CITY.
2.1 Basic Services: As reflected in mutually negotiated, written Task Orders, and upon
execution by both parties thereto, ARCHITECT will perform those tasks generally described in
Exhibit A, entitled "Master Scope of Work" (WORK) which is attached hereto and made a part of
this Agreement as if fully set forth herein.
2.2 Additional Services: CITY and ARCHITECT agree that not all WORK to be performed by
ARCHITECT can be defined in detail at the time this Agreement is executed, and that additional
WORK related to the Project and not covered in Exhibit A may be needed during performance of
this Agreement. CITY may, at any time, by written order, direct the ARCHITECT to revise
portions of the PROJECT WORK previously completed in a satisfactory manner, delete portions
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of the PROJECT, or request that the ARCHITECT perform additional WORK beyond the scope of
the PROJECT WORK. Such changes hereinafter shall be referred to as "Additional Services."
2.2.1 If such Additional Services cause an increase or decrease in the ARCHITECT'S cost of,
or time required for, performance of any services under this Agreement, a price and/or
completion time adjustment pursuant to this Agreement shall be made and this
Agreement shall be modified in writing and accepted by the parties hereto.
2.2.2 Compensation for each such request for Additional Services shall be negotiated by the
CITY and the ARCHITECT according to the rates set forth in Exhibit B, attached hereto
and incorporated herein by this reference, and if so authorized, shall be considered part
of the PROJECT WORK. The ARCHITECT shall not perform any Additional Services
until so authorized by CITY and agreed to by the ARCHITECT in writing.
2.3 The ARCHITECT must assert any claim for adjustment in writing within thirty (30) days from the
date of the ARCHITECT's receipt of the CITY's written order regarding Additional Services.
SECTION 3 TERM
3.1 The term of this AGREEMENT is anticipated to continue through October of 2029.
SECTION 4 CITY'S RESPONSIBILITIES
4.1 CITY-FURNISHED DATA: The CITY will provide to the ARCHITECT all technical data in the
CITY'S possession relating to the ARCHITECT'S services on the PROJECT including information
on any pre-existing conditions known to the CITY that constitute hazardous waste contamination
on the PROJECT site as determined by an authorized regulatory agency.
4.2 ACCESS TO FACILITIES AND PROPERTY: The CITY will make its facilities reasonably
accessible to ARCHITECT as required for ARCHITECT'S performance of its services and will
provide labor and safety equipment as reasonably required by ARCHITECT for such access.
4.3 TIMELY REVIEW: The CITY will examine the ARCHITECT'S studies, reports, sketches,
drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance
counselor, accountant, auditor, bond and financial advisors, and other consultants as CITY
deems appropriate; and render in writing decisions required of CITY in a timely manner. Such
examinations and decisions, however, shall not relieve the ARCHITECT of any contractual
obligations nor of its duty to render professional services meeting the standards of care
applicable to its profession in the locality of the PROJECT.
4.4 CITY shall appoint a CITY'S Representative with respect to WORK to be performed under this
Agreement. CITY'S Representative shall have complete authority to transmit instructions and
receive information. ARCHITECT shall be entitled to reasonably rely on such instructions made
by the CITY'S Representative unless otherwise directed in writing by the CITY, but ARCHITECT
shall be responsible for bringing to the attention of the CITY'S Representative any instructions
which the ARCHITECT believes are inadequate, incomplete, or inaccurate based upon the
ARCHITECT'S knowledge.
4.5 The ARCHITECT shall be entitled to rely on, and shall not be responsible for, the accuracy,
completeness, and timeliness of, services and information furnished by the CITY and the CITY's
consultants. Such reliance will not relieve the ARCHITECT of its professional duties and
obligations under this Agreement or at law. The ARCHITECT shall be responsible for exercising
customary professional care in using and reviewing such documents, services, and reports and
drawing conclusions from them. The Architect shall provide prompt written notice to the CITY if
the ARCHITECT becomes aware of any error, omission, or inconsistency in such services or
information.
SECTION 5 AUTHORIZATION, PROGRESS,AND COMPLETION
5.1 After parties negotiate and mutually execute Task Orders under this Agreement, the CITY shall
grant ARCHITECT specific authorization to proceed with WORK identified therein. The time for
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completion and ARCHITECT'S compensation therefor will be defined in each such Task
Order.
SECTION 6 COMPENSATION
6.1 COMPENSATION ON A TIME SPENT BASIS AT SPECIFIC HOURLY RATES: For the services
described in Exhibit A, Task Order 1 — Pre-Design, compensation shall include ARCHITECT's
actual hours, billable at the hourly rates as set forth in Exhibit B - Schedule of Specific Hourly
Rates, attached hereto and incorporated herein by this reference, on a time spent basis plus
reimbursement for direct non-salary expenses. These rates are subject to 5% yearly increases
that go into effect on the January 1st of each year.
6.1.1 DIRECT NON-SALARY EXPENSES: Direct Non-Salary Expenses are those costs
incurred on or directly for the PROJECT including, but not limited to, necessary
transportation costs, including current rates for ARCHITECT'S vehicles; meals and
lodging; laboratory tests and analyses; printing, binding and reproduction charges; all
costs associated with other outside nonprofessional services and facilities; special CITY-
requested and PROJECT-related insurance and performance warranty costs; and other
similar costs. Reimbursement for Direct Non-Salary Expenses will be on the basis of
actual charges plus a reasonable markup of ten percent (10%), and on the basis of
current rates when furnished by ARCHITECT.
6.1.1.1 Travel costs, including transportation, lodging, subsistence, and incidental
expenses incurred by employees of the ARCHITECT and each of the
Subconsultants in connection with PROJECT WORK; provided, as follows:
• That a maximum of U.S. INTERNAL REVENUE SERVICE allowed cents
per mile will be paid for the operation, maintenance, and depreciation
costs of company or individually owned vehicles for that portion of time
they are used for PROJECT WORK. ARCHITECT, whenever possible,
will use the least expensive form of ground transportation.
• That reimbursement for meals inclusive of tips shall not exceed a
maximum of forty dollars ($40) per day per person. This rate may be
adjusted on a yearly basis.
• That accommodation shall be at a reasonably priced hotel/motel.
• That air travel shall be by coach class, and shall be used only when
absolutely necessary.
6.1.2 Telephone charges, computer charges, in-house reproduction charges, first class
postage, and FAX charges are not included in the direct expense costs, but are
considered included in the Schedule of Specific Hourly Billing Rates.
6.1.3 Professional Subconsultants. Professional Subconsultants are those costs for
engineering and similar professional services approved by the CITY. Reimbursement for
Professional Subconsultants will be on the basis of actual costs billed plus a markup of
ten percent (10%) for services provided to the CITY through this Agreement.
6.2 It is presently estimated that the Rough Order of Magnitude of ARCHITECT's compensation
under the AGREEMENT for performing all WORK in Exhibit A would be approximately TWO
MILLION DOLLARS ($2,000,000) and the construction costs for these three improvements
would be Ten Million Dollars ($10,000,000). The ARCHITECT shall make reasonable efforts to
complete the WORK within this budget and will keep CITY informed of progress toward that end
so that the budget or WORK effort can be adjusted if found necessary. However, the
ARCHITECT will not be obligated to incur costs with markup in the performance of any Task
Order beyond the budget indicated therein, as may be adjusted, nor is the CITY obligated to pay
the ARCHITECT beyond such limits, as may be adjusted. When the budget for any Task Order
has been increased, the ARCHITECT'S excess costs expended prior to such increase will be
allowable to the same extent as if such costs had been incurred after the approved increase,
provided that the City was informed in writing at the time such costs were incurred.
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6.3 The ARCHITECT shall submit to the City's Representative an invoice each month for payment for
PROJECT services completed through the accounting cut-off day of the previous month. Such
invoices shall be for PROJECT services and WORK performed and costs incurred prior to the
date of the invoice which the CITY has not paid for under a previously submitted invoice. The
ARCHITECT shall submit with each invoice a summary of time expended on the PROJECT for
the current billing period, copies of subconsultant invoices, and any other supporting materials
and details reasonably necessary for the City to substantiate the costs incurred. CITY will pay
any approved portion of such invoices within thirty (30) days of receipt. CITY will notify the
ARCHITECT promptly if any problems are noted with the invoice. CITY may question any item in
an invoice, noting to ARCHITECT the questionable item(s) and withholding payment for such
item(s) unless and until reasonable substantiating documentation is provided to resolve the
questioned item(s). The ARCHITECT may resubmit such item(s) in a subsequent invoice
together with additional supporting information requested.
6.4 If payment is not made within sixty (60) days following receipt of approved invoices, interest on
the unpaid balance shall accrue beginning with the sixty-first (61st) day at the rate of 1.0% per
month or the maximum interest rate permitted by law, whichever is less; provided, however, that
no interest shall accrue pursuant to Chapter 39.76 RCW when before the date of timely payment
a notice of dispute is issued in good faith by the CITY to the ARCHITECT pursuant to the terms of
RCW 39.76.020(4).
6.5 Final payment of any balance due the ARCHITECT for PROJECT services will be made within
forty-five (45) days after satisfactory completion of the services required by this Agreement as
evidenced by CITY's written acceptance and after such audit or verification as CITY may deem
necessary, together and ARCHITECT's execution and delivery of a release of all known payment
claims against CITY arising under or by virtue of this Agreement, other than such payment
claims, if any, as may be specifically exempted by the ARCHITECT from the operation of the
release in stated amounts to be set forth therein.
6.6 Payment for any PROJECT services and WORK shall not constitute a waiver or release by CITY
of any claims, right, or remedy it may have against the ARCHITECT under this Agreement or by
law, nor shall such payment constitute a waiver, remission, or discharge by CITY of any failure or
fault of the ARCHITECT to satisfactorily perform the PROJECT WORK as required under this
Agreement.
SECTION 7 RESPONSIBILITY OF ARCHITECT
7.1 The ARCHITECT shall be responsible for the professional quality, technical adequacy and
accuracy, timely completion, and the coordination of all plans, designs, drawings, specifications,
reports, and other services furnished by the ARCHITECT under this Agreement, but shall not be
responsible for delays caused by or attributable to CITY or to the contractor during Construction
Administration. The ARCHITECT shall, without additional increase in any applicable NTE, correct
or review any errors, omissions, or other deficiencies in its plans, designs, drawings,
specifications, reports, and other services. The ARCHITECT shall perform its WORK according
to generally accepted architectural standards of care in the locality of the PROJECT, and
consistent with achieving the PROJECT WORK within budget, on time, and in compliance with
applicable laws, regulations, and permits.
7.2 CITY'S review or approval of, or payment for, any plans, drawings, designs, specifications,
reports, and incidental WORK or services furnished hereunder shall not in any way relieve the
ARCHITECT of responsibility for the technical adequacy, completeness, or accuracy of its WORK
and the PROJECT WORK. CITY'S review, approval, or payment for any of the services shall not
be construed to operate as a waiver of any rights under this Agreement or at law or any cause of
action arising out of the performance of this Agreement.
7.3 In performing WORK and services hereunder, the ARCHITECT and its subcontractors,
subconsultants, employees, agents, and representatives shall be acting as independent
contractors and shall not be deemed or construed to be employees or agents of CITY in any
manner whatsoever. The ARCHITECT shall not hold itself out as, nor claim to be, an officer or
employee of CITY by reason hereof and shall not make any claim, demand, or application to or
for any right or privilege applicable to an officer or employee of CITY. The ARCHITECT shall be
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solely responsible for any claims for wages or compensation by ARCHITECT's employees,
agents, and representatives, including subconsultants and subcontractors, and shall save and
hold CITY harmless therefrom, so long as the claim does not arise from the CITY's wrongful
failure to make required payments under this AGREEMENT.
7.4 INDEMNIFICATION AND HOLD HARMLESS:
a. ARCHITECT shall take all reasonable precautions in performing the WORK to prevent injury
to persons or property. The ARCHITECT agrees to release, indemnify, defend, and hold
harmless the City, its elected and appointed officials, officers, employees, agents,
representatives, insurers, attorneys, and volunteers from all liabilities, losses, damages, and
expenses related to all claims, suits, arbitration actions, investigations, and regulatory or
other governmental proceedings arising from or in connection with this Agreement or the
acts, failures to act, errors or omissions of the ARCHITECT, or any of ARCHITECT's agent(s)
or subcontractor(s), in performance of this Agreement, except for claims caused by the City's
sole negligence.
b. Industrial Insurance Act Waiver. It is specifically and expressly understood that the
ARCHITECT waives any immunity that may be granted to it under the Washington State
industrial insurance act, Title 51 RCW, solely for the purposes of this indemnification.
ARCHITECT's indemnification shall not be limited in any way by any limitation on the amount
of damages, compensation or benefits payable to or by any third party under workers'
compensation acts, disability benefit acts or any other benefits acts or programs.
ARCHITECT shall require that its subcontractors, and anyone directly or indirectly employed
or hired by ARCHITECT, and anyone for whose acts ARCHITECT may be liable in
connection with its performance of this Agreement, comply with the terms of this paragraph,
waive any immunity granted under Title 51 RCW, and assume all potential liability for actions
brought by their respective employees. The Parties acknowledge that they have mutually
negotiated this waiver.
c. Should a court of competent jurisdiction determine that this Agreement is subject to RCW
4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or
damages to property caused by or resulting from the concurrent negligence of the
ARCHITECT and the City, the ARCHITECT's liability, including the duty and cost to defend,
shall be only to the extent of the ARCHITECT's negligence.
d. Nothing contained in this Section or this Agreement shall be construed to create a liability or
a right of indemnification in any third party.
e. The terms of this Section shall survive any expiration or termination of this Agreement.
7.5 In any and all claims by an employee of the ARCHITECT, its subcontractor, anyone directly or
indirectly employed by any of them, or anyone for whose acts any of them may be liable, the
indemnification obligations under this Agreement shall not be limited in any way by any limitation
on the amount or types of damages, compensation, or benefits payable by or for the ARCHITECT
or a subcontractor under workers' or workmens' compensation acts, disability benefit acts, or
other employee benefit acts. The ARCHITECT specifically and expressly waives its immunity
under the Industrial Insurance Act, Title 51, RCW. Such waiver has been mutually negotiated by
the ARCHITECT and the CITY.
7.6 It is understood that any inspection of the eventual construction contractor's work provided by
ARCHITECT is for the purpose of determining compliance with the technical provisions of
PROJECT specifications and does not constitute any form of guarantee or insurance with respect
to the performance of a contractor. ARCHITECT does not assume responsibility for methods or
appliances used by a contractor, for a contractor's safety programs or methods, or for contractors'
compliance with laws and regulations. CITY shall use its best efforts to ensure that any
construction contract associated with the services provided under this AGREEMENT will require
that the contractor(s) indemnify and name CITY, ARCHITECT, and the CITY's and the
ARCHITECT's officers, principals, employees, agents, representatives, and engineers as
additional insureds on contractors insurance policies covering the PROJECT, exclusive of
insurance for ARCHITECT professional liability.
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7.7 ARCHITECT shall be solely responsible for and shall pay all taxes, deductions, and
assessments, including but not limited to federal income tax, FICA, social security tax,
assessments for unemployment and industrial injury insurance, and other deductions from
income which may be required by law or assessed against either party as a result of this
Agreement. In the event the City is assessed a tax or assessment as a result of this Agreement,
ARCHITECT shall pay the same before it becomes due.
7.8 SUBSURFACE INVESTIGATIONS: To the extent necessary to inform ARCHITECT's Work, the
CITY shall furnish services of geotechnical engineers, with written reports and appropriate
recommendations.
SECTION 8 PROJECT SCHEDULE AND BUDGET
8.1 An estimated PROJECT schedule and an estimated budget for both the entire PROJECT and its
component Task Orders shall be prepared during Task Order 1 — Pre-Design. The project
schedule, performance dates and compensation payable to ARCHITECT for the individual Task
Orders shall be mutually agreed to by the CITY and the ARCHITECT in each Task Order. After
the mutual execution of each Task Order, the performance dates and budgets agreed to therein
may be modified only upon written agreement of the parties hereto. The performance date for
Task Orders shall not be extended, nor the budget increased because of any unwarranted delays
attributable to the ARCHITECT, but will be extended or increased to account for any delay time
required to perform Additional Services requested by the CITY, or to address unavoidable delays
caused by any governmental action or other conditions beyond the control of the ARCHITECT
which could not be reasonably anticipated and avoided.
SECTION 9 REUSE OF DOCUMENTS
9.1 All internal WORK products of the ARCHITECT are instruments or services of this PROJECT.
There shall be no reuse, change, or alteration by the CITY or others acting through or on behalf
of the CITY without written permission of the ARCHITECT, which shall not be unreasonably
withheld and will be at the CITY's sole risk. The CITY agrees to indemnify the ARCHITECT and
its officers, employees, subcontractors, and affiliated corporations from all claims, damages,
losses, and costs including, but not limited to, litigation expenses and attorney's fees arising out
of or related to the City's reuse, change, or alteration; provided, however, that the ARCHITECT
will not be indemnified for such claims, damages, losses, and costs including, without limitation,
litigation expenses and attorney fees if they were caused by the ARCHITECT'S own negligent
acts or omissions.
9.2 The ARCHITECT agrees that any and all plans, drawings, designs, specifications, computer
programs, technical reports, operating manuals, calculations, notes, and other WORK submitted
or which are specified to be delivered under this Agreement or which are developed or produced
and paid for under this Agreement, whether or not complete, shall be owned by and vested in the
CITY.
9.3 All rights to patents, trademarks, copyrights, and trade secrets owned by ARCHITECT (hereinafter
"Intellectual Property") as well as any modifications, updates or enhancements to said Intellectual
Property during the performance of the WORK remain the property of ARCHITECT, and
ARCHITECT does not grant CITY any right or license to such Intellectual Property.
SECTION 10 AUDIT AND ACCESS TO RECORDS
10.1 The ARCHITECT, including its subconsultants, shall maintain books, records, documents and
other evidence directly pertinent to performance of the WORK under this Agreement in
accordance with generally accepted accounting principles and practices consistently applied by
the Architect. The CITY, or the CITY's duly authorized representative, shall have access to such
books, records, documents, and other evidence for inspection, audit, and copying for a period of
three years after completion of the PROJECT. The CITY shall also have access to such books,
records, and documents during the performance of the PROJECT WORK, if deemed necessary
by the CITY, to verify the ARCHITECT's WORK and invoices.
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10.2 Audits conducted pursuant to this section shall be in accordance with generally accepted auditing
standards and established procedures and guidelines of the reviewing or auditing agency.
10.3 The ARCHITECT agrees to the disclosure of all information and reports resulting from access to
records pursuant to this section provided that the ARCHITECT is afforded the opportunity for an
audit exit conference and an opportunity to comment and submit any supporting documentation
on the pertinent portions of the draft audit report and that the final audit report will include
ARCHITECT's written comments, if any.
10.4 The ARCHITECT shall ensure that the foregoing paragraphs are included in each subcontract for
WORK on the Project.
SECTION 11 INSURANCE
11.1 At all times during performance of the WORK or obligations under this Agreement, ARCHITECT
shall secure and maintain in effect insurance to protect the CITY and the ARCHITECT from and
against all claims, damages, losses, and expenses arising out of or resulting from the
performance of this Agreement. ARCHITECT shall provide and maintain in force insurance in
limits no less than those stated below, as applicable. The CITY reserves the right to require
higher limits should it deem it necessary in the best interest of the public. If ARCHITECT carries
higher coverage limits than the limits stated below, such higher limits shall be shown on the
Certificate of Insurance and Endorsements and City of Yakima shall be named as an additional
insured for such higher limits.
ARCHITECT shall provide a Certificate of Insurance to the City as evidence of coverage for each
of the policies and outlined herein. A copy of the additional insured endorsement attached to the
policy shall be included with the certificate. This Certificate of insurance shall be provided to the
City prior to commencement of work. Failure to provide the City with proof of insurance and/or to
maintain such insurance outlined herein shall be a material breach of this agreement and a basis
for termination.
Failure by the City to demand such verification of coverage with these insurance requirements or
failure of the City to identify a deficiency from the insurance documentation provided shall not be
construed as a waiver of ARCHITECT's obligation to maintain such insurance.
ARCHITECT's insurance coverage shall be primary insurance with respect to those who are
Additional Insureds under this Agreement, and any insurance, self-insurance or insurance pool
coverage maintained by the City shall be in excess of the ARCHITECT's insurance and neither
the City nor its insurance providers shall contribute to any settlements, defense costs, or other
payments made by ARCHITECT's insurance. All additional insured endorsements required by
this Section shall include an explicit waiver of subrogation.
11.1.1 Commercial General Liability Insurance. Before this Agreement is fully executed by
the parties, ARCHITECT shall provide the CITY with a certificate of insurance as proof
of commercial liability insurance and commercial umbrella liability insurance with a total
liability limit of the limits required in the policy, subject to minimum limits of Two Million
Dollars ($2,000,000.00) per occurrence combined single limit bodily injury and property
damage, and Five Million Dollars ($5,000,000.00) general aggregate. The certificate
shall clearly state who the provider is, the coverage amount, the policy number, and
when the policy and provisions provided are in effect. Said policy shall be in effect for
the duration of this Agreement. The policy shall name the CITY, its elected and
appointed officials, officers, agents, employees, and volunteers as additional insureds.
The insured shall not cancel or change the insurance without first giving the CITY thirty
(30) calendar days prior written notice. The insurance shall be with an insurance
company or companies rated A-VII or higher in Best's Guide and admitted in the State
of Washington.
11.1.2. Commercial Automobile Liability Insurance.
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a. If ARCHITECT owns any vehicles, before this Agreement is fully executed by the
parties, ARCHITECT shall provide the CITY with a certificate of insurance as proof of
commercial automobile liability insurance and commercial umbrella liability insurance
with a total liability limit of the limits required in the policy, subject to minimum limits of
Two Million Dollars ($2,000,000.00) per occurrence combined single limit bodily injury
and property damage. Automobile liability will apply to "Any Auto" and be shown on
the certificate.
b. If ARCHITECT does not own any vehicles, only "Non-owned and Hired
Automobile Liability" will be required and may be added to the commercial liability
coverage at the same limits as required in that section of this Agreement, which is
Section 10.1.1 entitled "Commercial General Liability Insurance".
c. Under either situation described above in Section 10.1.2.a. and Section 10.1.2.b.,
the required certificate of insurance shall clearly state who the provider is, the
coverage amount, the policy number, and when the policy and provisions provided are
in effect. Said policy shall be in effect for the duration of this Agreement. The policy
shall name the CITY, its elected and appointed officials, officers, agents, employees,
and volunteers as additional insureds. The insured shall not cancel or change the
insurance without first giving the CITY thirty (30) calendar days prior written notice.
The insurance shall be with an insurance company or companies rated A-VII or higher
in Best's Guide and admitted in the State of Washington.
11.1.3. Statutory workers' compensation and employers liability insurance as required by state
law.
11.1.4. Professional Liability Coverage. Before this Contract is fully executed by the parties,
ARCHITECT shall provide the City with a certificate of insurance as proof of
professional liability coverage with a total liability limit of the limits required in the policy,
subject to minimum limits of Two Million Dollars ($2,000,000.00) per claim, and Five
Million Dollars ($5,000,000.00) aggregate. The certificate shall clearly state who the
provider is, the coverage amount, the policy number, and when the policy and
provisions provided are in effect. Said policy shall be in effect for the duration of this
Contract. The insured shall not cancel or change the insurance without first giving the
CITY thirty (30) calendar days prior written notice. The insurance shall be with an
insurance company or companies rated A-VII or higher in Best's Guide. If the policy is
written on a claims made basis the coverage will continue in force for an additional two
years after the completion of this contract.
Failure of either or all of the additional insureds to report a claim under such insurance shall not
prejudice the rights of the CITY, its elected and appointed officials, officers, employees, agents,
and representatives there under. The CITY and the CITY's elected and appointed officials,
officers, principals, employees, representatives, and agents shall have no obligation for payment
of premiums because of being named as additional insureds under such insurance. None of the
policies issued pursuant to the requirements contained herein shall be canceled, allowed to
expire, or changed in any manner that affects the rights of the CITY until thirty (30) days after
written notice to the CITY of such intended cancellation, expiration or change.
11.2 If at any time during the life of the Agreement, or any extension, ARCHITECT fails to maintain the
required insurance in full force and effect, all work under the Agreement shall be discontinued
immediately. Any failure to maintain the required insurance may be sufficient cause for the City
to terminate the Agreement.
SECTION 12 SUBCONTRACTS
12.1 ARCHITECT shall be entitled, to the extent determined appropriate by ARCHITECT, to
subcontract any portion of the WORK to be performed under this Agreement. However,
ARCHITECT shall remain the sole point of contact with regard to all contractual matters arising
hereunder, including the performance of WORK and payment of any and all charges resulting
from contractual obligations.
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12.2 Any subconsultants or subcontractors to the ARCHITECT utilized on this PROJECT, including
any substitutions thereof, will be subject to prior approval by CITY, which approval shall not be
unreasonably withheld. Each subcontract shall be subject to review by the CITY's
Representative, if requested, prior to the subconsultant or subcontractor proceeding with the
WORK. Such review shall not constitute an approval as to the legal form or content of such
subcontract. The ARCHITECT shall be responsible for the architectural and engineering
performance, acts, and omissions of all persons and firms performing subcontract WORK.
12.3 CITY does not anticipate ARCHITECT subcontracting with any additional persons or firms for the
purpose of completing this Agreement other than the entities identified in Exhibit C.
12.4 The ARCHITECT shall submit, along with its monthly invoices, a description of all WORK
completed and invoiced by subconsultants and subcontractors during the preceding month and
copies of all invoices received in accordance therewith.
12.5 If dissatisfied with the background, performance, and/or general methodologies of any
subcontractor, the City may request in writing that the subcontractor be removed. The ARCHITECT shall
comply with this request at once and shall not employ the subcontractor for any further WORK under this
Agreement, or the ARCHITECT shall respond to the City's written request, after which the Parties shall
meet and confer about the request and response. If the Parties cannot come to an agreement on the
request, the Parties agree to follow the dispute resolution provisions of Section 19.
SECTION 13 ASSIGNMENT
13.1 This Agreement is binding on the heirs, successors and assigns of the parties hereto. This
Agreement may not be assigned by CITY or ARCHITECT without prior written consent of the
other, which consent will not be unreasonably withheld. The ARCHITECT for itself and its heirs,
executors, administrators, successors and assigns, does hereby agree to the full performance of
all of the covenants herein contained upon the part of the ARCHITECT. It is expressly intended
and agreed that no third party beneficiaries are created by this Agreement, and that the rights and
remedies provided herein shall inure only to the benefit of the parties to this Agreement.
SECTION 14 INTEGRATION
14.1 This Agreement represents the entire understanding of CITY and ARCHITECT as to those
matters contained herein. No prior oral or written understanding shall be of any force or effect
with respect to those matters covered herein. This Agreement may not be modified or altered
except in writing signed by both parties.
SECTION 15 JURISDICTION AND VENUE
15.1 This Agreement shall be administered and interpreted under the laws of the State of Washington.
Jurisdiction of litigation arising from this Agreement shall be in Washington State. If any part of
this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and
void insofar as it conflicts with said laws, but the remainder of this Agreement shall be in full force
and effect. Venue for all disputes arising under this Agreement shall lie in a court of competent
jurisdiction in Yakima County, Washington.
SECTION 16 EQUAL EMPLOYMENT and NONDISCRIMINATION
16.1 During the performance of this Agreement, ARCHITECT and ARCHITECT's subconsultants and
subcontractors shall not discriminate in violation of any applicable federal, state and/or local law
or regulation on the basis of age, sex, race, creed, religion, color, national origin, marital status,
disability, honorably discharged veteran or military status, pregnancy, sexual orientation, gender
identity, political affiliation or belief, or the presence of any sensory, mental or physical handicap,
and any other classification protected under federal, state, or local law, including, but not limited
to the Washington State Law Against Discrimination (RCW chapter 49.60) or the Americans with
Disabilities Act (42 USC 12101 et. seq.). This provision shall include but not be limited to the
following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or
termination, rates of pay or other forms of compensation, selection for training, and the provision
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of services under this Agreement. ARCHITECT agrees to comply with the applicable provisions
of State and Federal Equal Employment Opportunity and Nondiscrimination statutes and
regulations. In the event of the ARCHITECT's or ARCHITECT's subcontractor's noncompliance
with the non-discrimination clause of this Agreement or with any such rules, regulations, or
orders, this Agreement may be cancelled, terminated, or suspended in whole or in part and the
ARCHITECT may be declared ineligible for any future City contracts.
16.2 Pay transparency nondiscrimination. The ARCHITECT will not discharge or in any other manner
discriminate against employees or applicants because they have inquired about, discussed, or
disclosed their own pay or the pay of another employee or applicant. However, employees who
have access to the compensation information of other employees or applicants as a part of their
essential job functions cannot disclose the pay of other employees or applicants to individuals
who do not otherwise have access to compensation information, unless the disclosure is (a) in
response to a formal complaint or charge, (b) in furtherance of an investigation, proceeding,
hearing, or action, including an investigation conducted by the employer, or(c) consistent with the
contractor's legal duty to furnish information.
16.3 RCW 35.22.650: ARCHITECT agrees that the ARCHITECT shall actively solicit the employment
of minority group members. ARCHITECT further agrees that the ARCHITECT shall actively solicit
bids for the subcontracting of goods or services from qualified minority businesses. ARCHITECT
shall furnish evidence of the ARCHITECT'S compliance with these requirements of minority
employment and solicitation. ARCHITECT further agrees to consider the grant of subcontracts to
said minority bidders on the basis of substantially equal proposals in the light most favorable to
said minority businesses.
16.4 Nothing in this Agreement, including, without limitation, the provisions of Section 16, shall require
ARCHITECT or any of its subcontractor(s) to take action that would be deemed discrimination or
preferential treatment in violation of RCW 49.60.400. Pursuant to RCW 49.60.400(6), this
Section does not prohibit action that must be taken to establish or maintain the CITY'S eligibility
for any federal program, if ineligibility would result in a loss of federal funds to the CITY.
SECTION 17 SUSPENSION OF WORK
17.1 CITY may suspend, in writing by certified mail, all or a portion of the WORK under this Agreement
if unforeseen circumstances beyond CITY's control are interfering with normal progress of the
WORK. ARCHITECT may suspend, in writing by certified mail, all or a portion of the WORK
under this Agreement if unforeseen circumstances beyond ARCHITECT's control are interfering
with normal progress of the WORK. ARCHITECT may suspend WORK on the PROJECT in the
event CITY does not pay invoices when due, except where otherwise provided by this
Agreement. The time for completion of the WORK shall be extended by the number of days
WORK is suspended. If the period of suspension exceeds ninety (90) days, the terms of this
Agreement are subject to renegotiation, and both parties are granted the option to terminate
WORK on the suspended portion of Project in accordance with SECTION 18.
SECTION 18 TERMINATION OF WORK
18.1 Either party may terminate this Agreement, in whole or in part, if the other party materially
breaches its obligations under this Agreement and is in default through no fault of the terminating
party. However, no such termination may be effected unless the other party is given: (1) not less
than fifteen (15) calendar days written notice delivered by certified mail, return receipt requested,
of intent to terminate; and (2) an opportunity for consultation with the terminating party and for
cure within the 15-day notice period before termination. Notice shall be considered issued within
seventy-two (72) hours of mailing by certified mail to the place of business of either party as set
forth in this Agreement.
18.2 In addition to termination under subsection 18.1 of this Section, CITY may terminate this
Agreement for its convenience, in whole or in part, provided the ARCHITECT is given: (1) not
less than fifteen (15) calendar days written notice delivered by certified mail, return receipt
requested, of intent to terminate; and (2) an opportunity for consultation with CITY before the
effective termination date.
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18.3 If CITY terminates for default on the part of the ARCHITECT, an adjustment in the contract price
pursuant to the Agreement shall be made, but (1) no amount shall be allowed for anticipated
profit on unperformed services or other WORK, and (2) any payment due to the ARCHITECT at
the time of termination may be withheld to the extent necessary to offset any damages the CITY
incurs, in completing the ARCHITECT'S then-authorized Work In such event, CITY shall
consider the amount of WORK originally required which was satisfactorily completed to date of
termination, whether that WORK is in a form or of a type which is usable and suitable to CITY at
the date of termination and the cost to CITY of completing the WORK itself or of employing
another firm to complete it. Under no circumstances shall payments made under this provision
exceed the contract price. In the event of default, the ARCHITECT will be liable to the CITY for
its expectation damages, caused by said default. This provision shall not preclude CITY from
filing claims and/or commencing litigation to secure compensation for damages incurred beyond
that covered by contract retainage or other withheld payments. The ARCHITECT and the CITY
waive consequential damages for claims, disputes, or other matters in question arising out of or
relating to this Agreement. This mutual waiver is applicable, without limitation, to all
consequential damages due to either party's termination of this Agreement.
18.4 If the ARCHITECT terminates for default on the part of CITY or if CITY terminates for
convenience, the adjustment pursuant to the Agreement shall include payment for services
satisfactorily performed to the date of termination, in addition to termination settlement costs the
ARCHITECT reasonably incurs relating to commitments which had become firm before the
termination, unless CITY determines to assume said commitments.
18.5 Upon receipt of a termination notice under subsections 18.1 or 18.2 above, the ARCHITECT shall
(1) promptly discontinue all services affected (unless the notice directs otherwise), and (2) deliver
or otherwise make available to CITY all originals of data, drawings, specifications, calculations,
reports, estimates, summaries, and such other information, documents, and materials as the
ARCHITECT or its subconsultants may have accumulated or prepared in performing this
Agreement, whether completed or in progress, with the ARCHITECT retaining copies of the
same.
18.6 Upon termination under any subparagraph above, CITY reserves the right to prosecute the
WORK to completion utilizing other qualified firms or individuals; provided, the ARCHITECT shall
have no responsibility to prosecute further WORK thereon.
18.7 If, after ARCHITECT's termination for default, it is determined that the ARCHITECT had not
defaulted, the termination shall be deemed to have been effected for the convenience of CITY. In
such event, the adjustment pursuant to the Agreement shall be determined as set forth in
subparagraph 18.4 of this Section.
18.8 If, because of death, unavailability or any other occurrence, it becomes impossible for any key
personnel employed by the ARCHITECT in PROJECT WORK or for any corporate officer of the
ARCHITECT to render services to the PROJECT, the ARCHITECT shall not be relieved of its
obligations to complete performance under this Agreement without the concurrence and written
approval of CITY. If CITY agrees to termination of this Agreement under this provision, payment
shall be made as set forth in subparagraph 18.3 of this Section.
SECTION 19 DISPUTE RESOLUTION
19.1 In the event that any dispute shall arise as to the interpretation or performance of this Agreement,
or in the event of a notice of default as to whether such default does constitute a breach of the
contract, and if the parties hereto cannot mutually settle such differences, then the parties shall
first pursue mediation as a means to resolve the dispute. If neither of the aforementioned
methods are successful then any dispute relating to this Agreement shall be decided in the courts
of Yakima County, Washington, in accordance with SECTION 14. If both parties consent in
writing, other available means of dispute resolution may be implemented.
SECTION 20 NOTICE
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20.1 Any notice required to be given under the terms of this Agreement shall be directed to the party at
the address set forth below. Notice shall be considered issued and effective upon receipt thereof
by the addressee-party, or seventy-two (72) hours after mailing by certified mail to the place of
business set forth below, whichever is earlier.
CITY: City of Yakima
129 N 2nd Street
Yakima,WA 98901
Attn: Bill Preston, P.E.
ARCHITECT: Graham Baba Architects, PLLC
1507 Belmont Avenue
Suite 200
Attn: Maureen O'Leary
SECTION 21 INSPECTION AND PRODUCTION OF RECORDS
21.1 The records relating to the WORK shall, at all times, be subject to inspection by and with the
approval of the City, but the making of(or failure or delay in making) such inspection or approval
shall not relieve ARCHITECT of responsibility for performance of the WORK in accordance with
this Agreement, notwithstanding the City's knowledge of defective or non-complying performance,
its substantiality or the ease of its discovery. ARCHITECT shall provide the City sufficient, safe,
and proper facilities, and/or send copies of the requested documents to the City. ARCHITECT's
records relating to the WORK will be provided to the City upon the City's request.
21.2 ARCHITECT shall promptly furnish the City with such information and records which are related
to the WORK of this Agreement as may be requested by the City. Until the expiration of six (6)
years after final payment of the compensation payable under this Agreement, or for a longer
period if required by law or by the Washington Secretary of State's record retention schedule,
ARCHITECT shall retain and provide the City access to (and the City shall have the right to
examine, audit and copy) all of ARCHITECT's books, documents, papers and records which are
related to the WORK performed by ARCHITECT under this Agreement. If any litigation, claim, or
audit is started before the expiration of the six-year period, the records shall be retained until all
litigation, claims, or audit findings involving the records have been resolved. Prior to converting
any paper records to electronic format and destroying any such records within the retention
period, ARCHITECT shall contact CITY's Records Administrator (509-575-6037) to discuss
retention. In no event shall any record relating to the WORK be destroyed within the retention
period without CITY consultation.
21.3 All records relating to ARCHITECT's services under this Agreement must be made available to
the City, and the records relating to the WORK are City of Yakima records. They must be
produced to third parties, if required pursuant to the Washington State Public Records Act,
Chapter 42.56 RCW, or by law. All records relating to ARCHITECT's services under this
Agreement must be retained by ARCHITECT for the minimum period of time required pursuant to
the Washington Secretary of State's records retention schedule.
21.4 The terms of this section shall survive any expiration or termination of this Agreement.
SECTION 22 COMPLIANCE WITH THE LAW
22.1 ARCHITECT agrees to perform all authorized WORK under and pursuant to this Agreement in full
compliance with any and all applicable laws, rules, and regulations adopted or promulgated by
any governmental agency or regulatory body, whether federal, state, local, or otherwise, as those
laws, ordinances, rules, and regulations now exist or may hereafter be amended or enacted.
22.2 ARCHITECT shall procure and have all applicable and necessary permits, licenses and
approvals of any federal, state, and local government or governmental authority or this project,
pay all charges and fees, and give all notices necessary and incidental to the due and lawful
execution of its work.
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a. Procurement of a City Business License. ARCHITECT must procure a City of Yakima
Business License and pay all charges, fees, and taxes associated with said license.
b. ARCHITECT must provide proof of a valid Washington department of Revenue state excise
tax registration number, as required in Title 85 RCW.
c. ARCHITECT must provide proof of a valid Washington Unified Business Identification (UBI)
number. ARCHITECT must have a current UBI number and not be disqualified from bidding
on any public works contract under RCW 39.06.101 or 36.12.065(3).
d. ARCHITECT must provide proof of a valid Washington Employment Security Department
number as required by Title 50 RCW.
e. Foreign (Non-Washington) Corporations: Although the City does not require foreign
corporate proposers to qualify in the City, County or State prior to submitting a proposal, it is
specifically understood and agreed that any such corporation will promptly take all necessary
measures to become authorized to conduct business in the City of Yakima, at their own
expense, without regard to whether such corporation is actually awarded the contract, and in
the event that the award is made, prior to conducting any business in the City.
SECTION 23 MISCELLANEOUS PROVISIONS
23.1 Severability. If any term or condition of this Agreement or the application thereof to any person(s)
or circumstances is held invalid, such invalidity shall not affect other terms, conditions or
applications which can be given effect without the invalid term, condition or application. To this
end, the terms and conditions of this Agreement are declared severable.
23.2 Agreement documents. This Agreement, the Task Orders, the Request for Qualifications (RFQ)
Capitol Theatre Capital Improvements issued January 28, 2025 and Appendices thereto, and
ARCHITECT's proposal and Interview Presentation (to the extent consistent with Yakima City
documents) constitute the Agreement Documents and are complementary. Specific Federal and
State laws and the terms of this Agreement, in that order respectively, supersede other
inconsistent provisions. These Agreement Documents are on file in the Office of the Purchasing
Manager, 129 No. 2nd St., Yakima, WA, 98901, and are hereby incorporated by reference into this
Agreement.
23.3 Notice of change in financial condition. If, during this Agreement, the ARCHITECT experiences a
change in its financial condition that may affect its ability to perform under the Agreement, or
experiences a greater than 50% change of ownership or control, the ARCHITECT shall
immediately notify the City in writing. Failure to notify the City of such a change in financial
condition or change of ownership or control shall be sufficient grounds for termination.
23.4 No conflicts of interest. ARCHITECT represents that it or its employees do not have any interest
and shall not hereafter acquire any interest, direct or indirect, which would conflict in any manner
or degree with the performance of this Agreement. ARCHITECT further covenants that it will not
hire anyone or any entity having such a conflict of interest during the performance of this
Agreement.
23.5 Promotional advertising prohibited. Reference to or use of the City, any of its departments,
agencies or other subunits, or any official or employee for commercial promotion is prohibited.
News releases pertaining to this procurement shall not be made without prior approval of the City,
which shall not be unreasonably withheld. Release of broadcast emails pertaining to this
procurement shall not be made without prior written authorization of the City, which shall not be
unreasonably withheld.
23.6 Time is of the essence. Timely provision of the WORK required under this Agreement shall be of
the essence of the Agreement, including the provision of the WORK within the time agreed or on
a date specified herein, as shall be adjusted in accordance with the terms herein.
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23.7 Waiver of breach. A waiver by either party hereto of a breach of the other party hereto of any
covenant or condition of this Agreement shall not impair the right of the party not in default to
avail itself of any subsequent breach thereof. Leniency, delay or failure of either party to insist
upon strict performance of any agreement, covenant or condition of this Agreement, or to
exercise any right herein given in any one or more instances, shall not be construed as a waiver
or relinquishment of any such agreement, covenant, condition or right.
23.8 Force Majeure. ARCHITECT will not be responsible for delays beyond its reasonable control,
including, but not limited to, acts of God, fire, strikes, riots, delay in transportation, or those effects
of epidemics or pandemics that could not have been reasonably anticipated and mitigated
through acts of the ARCHITECT; provided ARCHITECT notifies the City immediately in writing of
such pending or actual delay. In the event of such delays, the date of delivery of WORK will be
extended for a period of time equal to the time lost due to the delay.
23.9 Authority. The person executing this Agreement on behalf of ARCHITECT represents and
warrants that they have been fully authorized by ARCHITECT to execute this Agreement on its
behalf and to legally bind ARCHITECT to all terms, performances, and provisions of this
Agreement.
23.10 Survival. The foregoing sections of this Agreement, inclusive, shall survive the expiration or
termination of this Agreement, in accordance with their terms.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective authorized officers or representatives as of the day and year first above written.
CITY OF YAKIMA GRAHAM BABA ARCHITECTS PLLC
Vicki Baker Signature
Printed Name: Printed Name: Maureen O'Leary
Title: City Manager Title: Principal/Owner
Date: Date:
Attest
City Clerk
List of Exhibits attached to this contract
Exhibit A— Master Scope of Work
Exhibit B—Schedule of Specific Hourly Rates
Exhibit C—Subconsultants
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STATE OF WASHINGTON )
) ss.
COUNTY OF YAKIMA )
I certify that I know or have satisfactory evidence that Victoria Baker is the person who appeared before
me, and said person acknowledged that she signed this instrument, on oath stated that she was
authorized to execute the instrument, and acknowledged it as the CITY MANAGER of the CITY OF
YAKIMA, to be the free and voluntary act of such party for the uses and purposes mentioned in the
instrument.
Dated:
Seal or Stamp
(Signature)
Title
Printed Name
My commission expires:
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STATE OF WASHINGTON )
) ss.
COUNTY OF KING )
I certify that I know or have satisfactory evidence that Mauren O'Leary is the person who appeared before
me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was
authorized to execute the instrument, and acknowledged it as the PRICIPAL/OWNER of GRAHAM BABA
ARCHITECTS, PLLC, to be the free and voluntary act of such party for the uses and purposes mentioned
in the instrument.
Dated:
Seal or Stamp
(Signature)
Title
Printed Name
My commission expires:
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Exhibit A—Master Scope of Work
The City desires to make capital improvements to the Capitol Theatre including construction of the 4th
Street Terrace, renovations to the theatre house (seating, lighting, etc.), and front entrance facade
improvements. The City does not have the expertise to adequately scope or provide project estimates
for the scope of work. This Master Scope of Work provides the framework for the Consultant to provide
the needed services to the City.
Work under this Agreement will be provided under individual Task Orders. Pursuant to the terms of the
Professional Services Agreement, individual Task Orders will further define the Scope, Schedule, and
Budget of each task. It is anticipated that there will be the following tasks, however tasks may be added
or removed as the project progresses.
• Task 1: Pre Design—An evaluation of the level of effort needed for each of the three items of
work.
1.1 Review requirements and completed assessments with CTC staff
1.2 Assess the building to determine factors that will impact the project
1.3 Develop a cost estimate for each stage of the project
1.4 Make a presentation of findings to CTC staff
• Tasks 2-4: Preparation of Plans, Specifications, Estimate, and Construction Administration for
each of the major capital projects included in this scope. Note that Construction Administration
may be a Supplement to a Task Order or its own Task Order
2. Project Plans and Specifications
2.1 Create implementable plans for all aspects of the project
2.2 Create specifications as needed for each stage of the project
3. Bid Support
3.1 Creation of bid (contract) documents
3.2 Assist in answering prospective bidder questions
3.3 Prepare addenda for issuance
3.4 Review of bids and other documentation
4. Construction Administration
4.1 Preparation of construction related permit applications, if needed
4.2 Answer Requests for Information (RFIs)
4.3 Review of submittals
4.4 Provide construction support and/or management services, as determined
necessary, including record management
Below are Specific Exclusions from ARCHITECT's services unless included in subsequent individual Task
Orders:
• Existing facilities surveys
• Building Information Model management responsibilities
• Development of Building Information Models for post construction use
• Geotechnical Engineering
• On-site project representation
• Post-occupancy evaluation
• Facility support services
• Tenant-related services
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• ARCHITECT's coordination of the CITY's consultants
• Commissioning
• Fast-track design services
• Multiple bid packages
• More than one (1) review of each Shop Drawing, Product Data item, sample and similar
submittals of the Construction Contractor
• More than one (1)field review for any portion of the Work to determine whether such portion
of the Work is substantially complete in accordance with the requirements of the Contract
Documents
• More than one (1)field review for any portion of the Work to determine final completion.
It is recognized by all parties that funding for all expected Task Orders of the project is not secured.
However, each Task Order issued will have funding secured before execution. In accordance with City
policy, any subsequent Task Order over$100,000 will require City Council approval prior to execution by
the City Manager.
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Exhibit B—Schedule of Specific Hourly Rates
Our hourly rates are as follows:
Principal/Founder, Principal/Owner $255-$305/hr
Principals,Architectural Staff V& Interior Design Staff V $210-$255/hr
Associate Principals, Architectural Staff IV& Interior Design Staff IV $185-$210/hr
Senior Project Coordinator $185/hr
Architectural Staff III & Interior Design Staff III $150-$185/hr
Architectural Staff II & Interior Design Staff II $135-$150/hr
Architectural Staff I, Interior Design Staff I & Interns $95-$135/hr
These rates are subject to 5%yearly increases that go into effect on the January 1st of each year.
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Exhibit C—Anticipated Subconsultants
THEATRE &AV CONSULTANT
The Shalleck Collaborative
Adam Shalleck I Founder
Email: adam@shalleck.com
Direct: 415.814.1561
Cell: 415.225.6340
STRUCTURAL ENGINEER
Swenson Say Faget(SSF)
Zane Kanyer I Principal
Email: zkanyer@ssfengineers.com
Direct: 509.588.0026
Cell: 206.228.3416
ELECTRICAL ENGINEER
Connetix Engineering, Inc.
Jeff Gray I Principal
Email: idg@coneng.com
MECHANICAL/PLUMBING/FIRE PROTECTION
PAE Engineers
Allan Montpellier I Senior Principal
Email:Allan.Montpellier@pae-engineers.com
Direct: 206.596.8615
Cell: 617.877.9516
ENVELOPE CONSULTANT
Wiss,Janney, Elstner Associates(WJE)
Anita Simon I Associate Principal
Email:ASimon@wje.com
Direct: 206.764.5256
Cell: 617.893.7978
ACOUSTIC ENGINEERING
LSTN
Denis Blount I Partner
Email: Denis@Istnconsultants.com
Office: 646.578.1566
LIGHTING DESIGNER
Niteo
Jason Edling I Design Principal
Email:jason@niteolighting.com
Cell: 650.291.5437
GRAPHICS&SIGNAGE
Studio Matthews
Kristine Matthews I Founder
Email: kristine@studiomatthews.com
Office: 206.432.9641
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ACCESSIBILITY CONSULTANT
Studio Pacifica
Karen L. Braitmayer I Founder
Email: karenb@studiopacificaseattle.com
Office: 206.292.9799
Cell: 206.940.8962
COST ESTIMATING
Rider Levett Bucknall (RLB)
Daniel Junge I Principal
Email: daniel.junge@us.rlb.com
Office: 503.226.2730
Mobile: 503.354.9054
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Exhibit D
Task Order 1- Predesign
Task Overview
This task for the Capitol Theatre Capital Improvements includes the formulation of Predesign Plan that
will define the scope, budget, and schedule for future phases of the project.The design team will
establish a dialogue with the Owner's leadership team to establish a vision and objectives for the
renovation and develop a comprehensive understanding of the current programmatic, space planning,
technical, design and code issues that will inform the project moving forward.
The design team will provide an assessment of the building at a conceptual level and provide planning
options and input on cost, scheduling, and phasing. A conceptual design of the new S 4th Street terrace
and interior space remodel,Theatre House Renovation, and S 3rd Street facade remodel will be
developed to help understand scale, connectivity and relationship of spaces to inform the decision-
making process.Technical narratives and planning diagrams will be provided to define the scope for the
theatre and production systems and building MEP systems.The goal of the predesign is to reach
consensus on a preferred plan, phasing, schedule, and budget to bring forward into the next phase of
the project.
The Capitol Theatre Committee will be using the predesign document as a decision making tool to help
assess and formulate a plan for when to proceed with each task and for fund raising and funding efforts.
The culmination of the predesign will result in a document which provides a basis for the design process
and comprehensive development proforma.
Consultant Team
The following team members in addition to Graham Baba Architects will be part of this Task Order:
The Schalleck Collaborative Inc.:Theatrical Design and Production and Audio Visual Systems
Swenson Say Faget: Structural Engineering
PAE: Mechanical, Plumbing and Fire Protection Engineering
Connetix Engineering Inc.: Electrical Engineering
Niteo: Lighting Design
Wiss,Janney, Elstner Associates, Inc.: Envelope Consulting
LISTN:Acoustical Engineering
Studio Matthews: Graphics&Signage
Rider Levett Bucknall (RLB): Cost Estimating
Owner-Provided Materials
The City will provide the consultant team with the information required to perform their work. If not
available the City will directly contract with a consultant to procure the documentation. All information
provided by the owner to the consultant team shall be considered accurate and consistent with actual
conditions.The consultant team will not be responsible for the accuracy of existing information.
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The following information will be required as soon as it is possible and prior to the start of Predesign or
the owner to furnish:
• As-Built documentation by a third-party consultant services of the existing building and systems.
• Survey: Include all parcels included in work,topographic lines at 2' intervals, existing utility
locations and descriptions, adjacent R.O.W. centerlines and widths, curb cut locations, existing
structure locations, and other significant features.
• Geotechnical Report
• Building Hazardous Materials Assessment
Schedule
The following preliminary schedule forms the basis of our scope of work and fee estimate:
• Week 1: Project Kick-off, Site Visit, Visioning/Goal Setting, Programming
• Week 2: Program Confirmation and Adjacency Diagrams, Existing Conditions Assessment
• Week 3: Develop Functional Program and Initial Planning Diagrams
• Week 4: Develop Planning Diagrams, Project Schedule, and Phasing Diagrams
• Week 5: Revised Diagrams (per Owner Feedback), Sections, Sketches
• Week 6: Predesign Draft(Excluding Cost)
• Week 7-9: Develop Cost Estimate, Integrate Owner Feedback and Finalize Predesign Document
Tasks
• Analysis
— Project Start-up
— Analysis of owner-provided documentation of the site, utilities, building systems*
— Study of opportunities and constraints related to site access, construction staging, parking,
construction impacts, utilities, historical facade condition, and theatrical systems planning*.
— Zoning, land use and building code analysis.
— Site Visit and visual confirmation of existing conditions (1 in-person site visit by full consultant
team)*
— Coordination with Consultants.
• Goal Setting, Precedents and Programming
— Precedent and program research.
— Identify and develop project goals with the Owner Team.
— Define potential themes/targets to guide program options and to support fund raising efforts
and decision making.
— Development and refinement of program.
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— Coordinate with consultants for special and utility requirements for theatrical, lighting and
building systems*.
— Description of program elements including descriptions, square footage, detailed
assumptions and technical recommendations* by space type.
• Conceptual Planning
— Conceptual Floor Plans and Sections — Conceptual level floor plan, site layout and sections
illustrating site features, circulation, building footprint, program spaces, entrances and exits.
— Identify and describe key plan and technical theatrical elements*. Relevant experts within
the consultant teams will contribute finer-detail to each element *.
— Develop basis of design narratives and sketches(per attached consultant proposals*).
— Coordinate with consultants on utility and spatial requirements related to dedicated building
and theatrical systems.
— Prepare a phasing plan and strategy for the project that meets the financial and scheduling
requirements of the Theatre and addresses technical constraints of the site.
— Develop a Project Schedule that coordinates with theatre production schedule and funding.
— Draft predesign report and presentation to Owner.
• Conceptual Pricing and Final Report
— Coordinate with RLB who will prepare an opinion of probable construction costs*.
— Incorporate Owner feedback into final predesign and coordinate w/cost estimate.
*See attached consultant contracts for additional information on task descriptions.
• OPTIONAL:Supplemental Services for Renderings
— Provide a colored and rendered illustrative plan and two key perspective illustrations of the
new 4th Street Event Space (1)and 3rd Street Facade Upgrades (1)that can be developed
further as an additional service for fundraising and marketing purposes.
Meetings
• Meeting 1
o Day 1*
— Site tour with Owner, Architect and full Consultant Team.
— Visioning Goal Setting
■ Establish goals and criteria to evaluate concept alternatives.
■ Review the overall vision for the project.
■ Review key dates, set parameters for site and building use during each phase of
construction and operational considerations for the Theatre.
■ Discuss opportunities and risks.
o Day 2**
— Programming and Precedent Charette meeting to present preliminary precedent and
programing ideas to City and to receive feedback and gather information on spatial
needs, adjacencies, and an understand theatrical systems needs/wants.
• Meeting 2
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— Develop and refine program based on previous meeting and receive confirmation on
assumptions.
— Present adjacency and technical diagrams.
• Meeting 3
— Develop initial architectural planning concepts for review and feedback from the Owner
Team.
• Meeting 4
— Refine architectural concept based on previous discussions with the Owner Team to be
documented and cost estimated for the predesign phase
• Meeting 5***
— Present draft of the predesign document(to be used by RLB for cost analysis and for
owner review).
• Meeting 6
— Present Cost Estimate and Final Predesign Document
Assumes that all meeting all meetings via electronic interface such as Microsoft Teams or Zoom, except
as noted below:
* All consultants to attend site visit in person
** GBA and Schalleck Collaborative to attend meeting in person
*** GBA to attend meeting in person
Exclusions:
The following items may also be required by the project, but are excluded from our basic services since
the extent and exact requirements of the services are at this point unknown:
• Engineering: Geotechnical, Civil
• Survey, Utility Locating
• Landscape Architecture
• Elevator Design and Specifications
• Kitchen Design, Equipment Specification, and layout
• Lighting calculations and non-prescriptive building envelope calculations required to
demonstrate compliance with the Washington State Energy Code.
• Hardware consulting
• Loose furniture design and selection
• FF&E procurement and installation services
• Audio-visual,telecom and security design
• 3-Part Specification Documents (Graham Baba can retain an outside consultant to provide 3-part
specifications if desired by the Ownership team, but 3-part specifications are not included in the
scope of basic services.)
• Design, coordination and permits for work within the public right-of-way
• Coordination, documentation, and permitting related to Shoreline Zones, Environmentally
Critical Areas, and Master Use Permits.
• Permitting fees
• Leasing documents/ Retail strategy
• Signage design and permitting
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• Public or political approval processes, meeting attendance, presentations& related
communication.
• Record Drawings
• BOMA Calculations
• Documentation and registration fees for LEED certification or other green building certification
programs.
• Changes to elements of the design after initial Owner approval, including changes made as part
of a value engineering process.
• Reimbursable expenses (See below.)
Compensation
Graham Baba will provide services on an hourly basis at the hourly rates indicated in Exhibit A of the
contract. Sub-consultant services will be performed on an hourly basis at hourly rates indicated in the
individual sub-consultant proposals. If additional consultants are required over the course of the project,
we will request proposals for your consideration and approval prior to starting work with them.
We have estimated the design fees for the Scope of Basic Services listed above to be approximately
$157,640.This is based upon the following fee break-down:
Discipline Fee Consultant Totals
Mark-Up
at 10%
Architecture $74,095 -- $74,095
Theatrical Design and Production and Audio Visual Systems $24,500 $2,450 $26,950
Structural Engineering $5,000 $500 $5,500
Mechanical, Plumbing and Fire Protection Engineering $12,500 $1,250 $13,750
Electrical Engineering $5,000 $500 $5,500
Lighting Design $8,500 $850 $9,350
Envelope Consulting $6,250 $625 $6,875
Acoustical Engineering $6,700 $670 $7,370
Cost Estimating $7,500 $750 $8,250
Total All Disciplines $150,045 $7,595 $157,640
The fee for OPTIONAL supplemental services for renderings will be hourly with an estimate of
approximately$26,600. This estimate includes $20,000 for Graham Baba Architects to develop the
renderings and approximately$6,600 for Studio Matthews to provide sketches and input on the
branding and graphics for the marquee and other signage elements to be represented in the renderings.
These fees and fee breakdowns are based on our current understanding of the scope of the project and
related construction costs. These are an estimate of our design fees;the overall design fees may be
more or less than these estimates due to assumptions made for the scope of services and unforeseen
issues that occur during the design process.
Fees for additional services would be in addition to fees for basic services. Additional services will be
tracked separately and billed on an hourly basis.
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Reimbursable expenses are in addition to the above fee estimate and will be at our cost and a 10%
administrative fee. Reimbursable expenses shall include all material expenses, including printing costs
related to the production of materials for design review,travel costs, courier and other delivery
charges. We estimate reimbursable expenses to be approximately$7,675.
The total estimate including Basic Services,Supplemental Services and Reimbursable Expenses is to be
approximately$191,915.
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