HomeMy WebLinkAboutLMN - Convention Center Expansion Design AgreementFor City of Yakima Use Only:
Contract No.
Project No.
Resolution No.
SOQ No.
AGREEMENT
BETWEEN
CITY OF YAKIMA, WASHINGTON
AND
LMN
FOR PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into on this 20th day of October, 2016, 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 LMN with its principal office at
801 Second Avenue, Suite 501, Seattle, W 98104, hereinafter referred to as "ARCHITECTURAL FIRM";
said corporation and its principal architect are licensed and registered to do business in the State of
Washington, and will provide Architectural services under this Agreement for Yakima Convention Center
on behalf of the City of Yakima, Project No. 11620-Q, herein referred to as the "PROJECT."
WITNESSETH:
RECITALS
WHEREAS, CITY desires to retain the ARCHITECTURAL FIRM to provide architectural services
for design of the PROJECT, as described in this Agreement and subsequent Amendments thereto; and
WHEREAS, ARCHITECTURAL FIRM represents that it has available and offers to provide
personnel with knowledge and experience necessary to satisfactorily accomplish the work within the
required time and that it has no conflicts of interest prohibited by law from entering into this Agreement;
NOW, THEREFORE, CITY and ARCHITECTURAL FIRM 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 ARCHITECTURAL FIRM agrees to perform those services described hereafter. Unless
modified in writing by both parties, duties of ARCHITECTURAL FIRM shall not be
construed to exceed those services specifically set forth herein.
2.0.2 ARCHITECTURAL FIRM shall use its best efforts to maintain continuity in personnel and
shall assign, P. Brian Tennyson as Principal -in -Charge throughout the term of this
Agreement unless other personnel are approved by the CITY.
2.1 Basic Services: ARCHITECTURAL FIRM agrees to perform those tasks described in Exhibit A,
entitled "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 ARCHITECTURAL FIRM agree that not all WORK to be
performed by ARCHITECTURAL FIRM 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 ARCHITECTURAL FIRM to revise portions of the PROJECT WORK previously completed in
a satisfactory manner, delete portions of the PROJECT, or request that the ARCHITECTURAL
FIRM perform additional WORK beyond the scope of the PROJECT WORK. Such changes
hereinafter shall be referred to as "Additional Services."
Page 1
2.2.1 If such Additional Services cause an increase or decrease in the ARCHITECTURAL
FIRM cost of, or time required for, performance of any services under this Agreement, a
contract price and/or completion time adjustment pursuant to this Agreement shall be
made and this Agreement shall be modified in writing accordingly.
2.2.2 Compensation for each such request for Additional Services shall be negotiated by the
CITY and the ARCHITECTURAL FIRM according to the provisions 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 ARCHITECTURAL FIRM shall not
perform any Additional Services until so authorized by CITY and agreed to by the
ARCHITECTURAL FIRM in writing.
2.3 The ARCHITECTURAL FIRM must assert any claim for adjustment in writing within thirty (30)
days from the date of the ARCHITECTURAL FIRMS receipt of the written notification of change.
SECTION 3 CITY'S RESPONSIBILITIES
3.1 CITY -FURNISHED DATA: The CITY will provide to the ARCHITECTURAL FIRM all data in the
CITY'S possession relating to the ARCHITECT 'S services on the PROJECT.
3.2 ACCESS TO FACILITIES AND PROPERTY: The CITY will make its facilities reasonably
accessible to ARCHITECTURAL FIRM as required for ARCHITECTURAL FIRM's performance of
its services and will provide labor and safety equipment as reasonably required by
ARCHITECTURAL FIRM for such access.
3.3 TIMELY REVIEW: The CITY will examine the ARCHITECTURAL FIRM'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 ARCHITECTURAL FIRM of any
contractual obligations nor of its duty to render professional services meeting the standards of
care for its profession.
3.4 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. ARCHITECTURAL FIRM shall be entitled to reasonably rely on such
instructions made by the CITY'S Representative unless otherwise directed in writing by the CITY,
but ARCHITECTURAL FIRM shall be responsible for bringing to the attention of the CITY'S
Representative any instructions which the ARCHITECTURAL FIRM believes are inadequate,
incomplete, or inaccurate based upon the ARCHITECTURAL FIRMS knowledge.
3.5 Any documents, services, and reports provided by the CITY to the ARCHITECTURAL FIRM are
available solely as additional information to the ARCHITECTURAL FIRM and will not relieve the
ARCHITECTURAL FIRM of its duties and obligations under this Agreement or at law. The
ARCHITECTURAL FIRM shall be entitled to reasonably rely upon the accuracy and the
completeness of such documents, services and reports, but shall be responsible for exercising
customary professional care in using and reviewing such documents, services, and reports and
drawing conclusions there from.
SECTION 4 AUTHORIZATION, PROGRESS, AND COMPLETION
4.1 In signing this Agreement, CITY grants ARCHITECTURAL FIRM specific authorization to proceed
with WORK described in Exhibit A. The time for completion is defined in Exhibit A, or as
amended.
SECTION 5 COMPENSATION
5.1 Unless specifically authorized in writing by the CITY, the total budgetary amount for this
PROJECT shall not exceed Twenty five thousand Dollars ($25,000.00). The ARCHITECTURAL
FIRM will make reasonable efforts to complete the WORK within the budget and will keep CITY
Page 2
informed of progress toward that end so that the budget or WORK effort can be adjusted if found
necessary. The ARCHITECTURAL FIRM is not obligated to incur costs beyond the indicated
budget, as may be adjusted, nor is the CITY obligated to pay the ARCHITECTURAL FIRM
beyond these limits. When any budget has been increased, the ARCHITECTURAL FIRM'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, and provided that the City was informed in
writing at the time such costs were incurred.
5.2 The ARCHITECTURAL FIRM 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 prior to the date of
the invoice and not covered by previously submitted invoices. The ARCHITECTURAL FIRM shall
submit with each invoice a narrative summary of efforts expended on the PROJECT for the
current billing period, copies of subconsultant invoices, and any other supporting materials
determined by the City necessary to substantiate the costs incurred. CITY will use its best efforts
to pay such invoices within thirty (30) days of receipt and upon approval of the WORK done and
amount billed. CITY will notify the ARCHITECTURAL FIRM promptly if any problems are noted
with the invoice. CITY may question any item in an invoice, noting to ARCHITECTURAL FIRM
the questionable item(s) and withholding payment for such item(s). The ARCHITECTURAL FIRM
may resubmit such item(s) in a subsequent invoice together with additional supporting information
required.
5.3 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 (61) 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 ARCHITECTURAL FIRM pursuant to
the terms of RCW 39.76.020(4).
5.4 Final payment of any balance due the ARCHITECTURAL FIRM for PROJECT services will be
made within forty-five (45) days after satisfactory completion of the services required by this
Agreement as evidenced by written acceptance by CITY and after such audit or verification as
CITY may deem necessary and execution and delivery by the ARCHITECTURAL FIRM 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
ARCHITECTURAL FIRM from the operation of the release in stated amounts to be set forth
therein.
5.5 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 ARCHITECTURAL FIRM 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 ENGINEER to satisfactorily perform the PROJECT WORK as
required under this Agreement.
SECTION 6 RESPONSIBILITY OF ARCHITECT
6.1 The ARCHITECTURAL FIRM shall be responsible for the professional quality, technical
adequacy and accuracy, timely completion, and the coordination of all plans, design, drawings,
specifications, reports, and other services furnished by the ARCHITECTURAL FIRM under this
Agreement. The ARCHITECTURAL FIRM shall, without additional compensation, correct or
review any negligent errors, omissions, or other deficiencies in its plans, designs, drawings,
specifications, reports, and other services. The ARCHITECTURAL FIRM shall perform its WORK
according to generally accepted architectural standards of care and consistent with achieving the
PROJECT WORK within budget, on time, and in compliance with applicable laws, regulations,
and permits.
6.2 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
ARCHITECTURAL FIRM 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
Page 3
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.
6.3 In performing WORK and services hereunder, the ARCHITECTURAL FIRM and its,
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 ARCHITECTURAL FIRM shall not hold itself out as, nor claim to be, an
officer or employee of CITY by reason hereof and will not make any claim, demand, or application
to or for any right or privilege applicable to an officer or employee of CITY. The
ARCHITECTURAL FIRM shall be solely responsible for any claims for wages or compensation by
ARCHITECTURAL FIRM employees, agents, and representatives, including subconsultants, and
shall save and hold CITY harmless therefrom.
6.4 INDEMNIFICATION:
(a) ARCHITECTURAL FIRM agrees to indemnify, and hold harmless the CITY, its
elected and appointed officials, agents, officers, employees, and volunteers
(hereinafter "parties protected") from (1) claims, demands, liens, lawsuits,
administrative and other proceedings,(including reasonable costs and attorneys'
fees) and (2) judgments, awards, losses, liabilities, damages, penalties, fines, costs
and expenses of any kind claimed by third parties arising out of, or related to any
death, injury, damage or destruction to any person or any property to the extent
caused by any negligent act, action, default, error or omission or willful misconduct
arising out of the Architect's performance under this Agreement. In the event that
any lien is placed upon the City's property or any of the City's officers, employees or
agents as a result of the negligence or willful misconduct of the Architect, the
Architect shall at once cause the same to be dissolved and discharged by giving
bond or otherwise.
(b) CITY agrees to indemnify and hold the ARCHITECTURAL FIRM harmless from loss,
cost, or expense of any kind claimed by third parties, including without limitation such
loss, cost, or expense resulting from injuries to persons or damages to property, caused
solely by the negligence or willful misconduct of the CITY, its employees, or agents in
connection with the PROJECT.
(c) If the negligence or willful misconduct of both the ARCHITECTURAL FIRM and the CITY
(or a person identified above for whom each is liable) is a cause of such third party claim,
the loss, cost, or expense shall be shared between the ARCHITECTURAL FIRM and the
CITY in proportion to their relative degrees of negligence or willful misconduct and the
right of indemnity will apply for such proportion.
(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.
6.5 In any and all claims by an employee of the ARCHITECTURAL FIRM, any subconsultant, 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
ARCHITECTURAL FIRM or a subconsultant under workers' or workman's compensation acts,
disability benefit acts, or other employee benefit acts. The ARCHITECTURAL FIRM specifically
and expressly waives its immunity under the Industrial Insurance Act, Title 51, RCW, as respects
its employees. Such waiver has been mutually negotiated by the ARCHITECTURAL FIRM and
the CITY.
SECTION 7 PROJECT SCHEDULE AND BUDGET
7.1 The general PROJECT schedule and the budget for both the entire PROJECT and its component
tasks shall be as set forth in this Agreement and attachments. The project schedule and
performance dates for the individual tasks shall be mutually agreed to by the CITY and the
ARCHITECTURAL FIRM upon execution of this Agreement. The performance dates and
Page 4
budgets for tasks may be modified only upon written agreement of the parties hereto. The
performance date for tasks and the completion date for the entire PROJECT shall not be
extended, nor the budget increased because of any unwarranted delays attributable to the
ARCHITECTURAL FIRM, but may be extended or increased by the CITY in the event of a delay
caused by special services requested by the CITY or because of unavoidable delay caused by
any governmental action or other conditions beyond the control of the ARCHITECTURAL FIRM
which could not be reasonably anticipated.
7.2 Not later than the tenth (10) day of each calendar month during the performance of the
PROJECT, the ARCHITECTURAL FIRM shall submit to the CITY'S Representative a copy of the
current schedule and a written narrative description of the WORK accomplished by the
ARCHITECTURAL FIRM and subconsultants on each task, indicating a good faith estimate of the
percentage completion thereof on the last day of the previous month. Additional oral or written
reports shall be prepared at the request of the CITY for presentation to other governmental
agencies and/or to the public.
SECTION 8 REUSE OF DOCUMENTS
8.1 All internal WORK products of the ARCHITECTURAL FIRM are instruments or service 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 ARCHITECTURAL FIRM, which shall
not be unreasonably withheld and will be at the CITY's sole risk. The CITY agrees to indemnify
the ARCHITECTURAL FIRM and its officers, employees, subconsultants, and affiliated
corporations from all claims, damages, losses, and costs including, but not limited to, litigation
expenses and attorneys fees arising out of or related to such unauthorized reuse, change, or
alteration; provided, however, that the ARCHITECTURAL FIRM will not be indemnified for such
claims, damages, losses, and costs including, without limitation, litigation expenses and attorney
fees that were caused by the ARCHITECTURAL FIRM's own negligent acts or omissions.
8.2 The ARCHITECTURAL FIRM agrees that ownership of any 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
vested in the CITY.
8.3 All rights to patents, trademarks, copyrights, and trade secrets owned by ARCHITECTURAL FIRM
(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
ARCHITECTURAL FIRM, and ARCHITECTURAL FIRM does not grant CITY any right or license to
such Intellectual Property.
SECTION 9 AUDIT AND ACCESS TO RECORDS
9.1 The ARCHITECTURAL FIRM, 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. 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 ARCHITECTURAL FIRM's WORK and invoices.
9.2 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.
9.3 The ARCHITECTURAL FIRM agrees to the disclosure of all information and reports resulting
from access to records pursuant to this section provided that the ARCHITECTURAL FIRM 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 written comments, if any, of the ARCHITECTURAL FIRM.
Page 5
9.4 The ARCHITECTURAL FIRM shall ensure that the foregoing paragraphs are included in each
subcontract for WORK on the Project.
9.5 Any charges of the ARCHITECTURAL FIRM paid by the CITY which are found by an audit to be
inadequately substantiated shall be reimbursed to the CITY.
SECTION 10 INSPECTION AND PRODUCTION OF RECORDS
10.1 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 ARCHITECTURAL FIRM 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. ARCHITECTURAL FIRM
shall provide the CITY sufficient, safe, and proper facilities and equipment for such inspection and
free access to such facilities. ARCHITECTURAL FIRMS records relating to the WORK will be
provided to the CITY upon the CITY's request.
10.2 ARCHITECTURAL FIRM 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 State Secretary of State's record
retention schedule, ARCHITECTURAL FIRM shall retain and provide the CITY access to (and the
CITY shall have the right to examine, audit and copy) all of ARCHITECTURAL FIRM's books,
documents, papers and records which are related to the WORK performed by ARCHITECTURAL
FIRM under this Agreement.
10.3 All records relating to ARCHITECTURAL FIRM's WORK under this Agreement must be made
available to the CITY, and also produced to third parties, if required pursuant to the Washington
Public Records Act, Chapter 42.56 RCW or by law. All records relating to ARCHITECTURAL
FIRM's WORK under this Agreement must be retained by ARCHITECTURAL FIRM for the
minimum period of time required pursuant to the Washington State Secretary of State's record
retention schedule.
SECTION 11 INSURANCE
At all times during performance of WORK, ARCHITECTURAL FIRM shall secure and maintain in
effect insurance to protect the CITY and the ARCHITECTURAL FIRM from and against all claims,
damages, losses, and expenses arising out of or resulting from the performance of this
Agreement. ARCHITECTURAL FIRM shall provide and maintain in force insurance in limits no
less than that stated below, as applicable. The CITY reserves the rights to require higher limits
should it deem it necessary in the best interest of the public. If ARCHITECTURAL FIRM carries
higher coverage limits than the limits stated below, such higher limits shall be shown on the
Certificate of Insurance and Endorsements and CITY shall be named as an additional insured for
such higher limits.
Commercial General Liability Insurance. Before this Agreement is fully executed by
the parties, ARCHITECTURAL FIRM 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 and Two Million
Dollars ($2,000,000.00) 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, employees, and volunteers as additional insureds. . A copy of the policy
additional insured endorsement shall be included with the certificate. The insured shall
not cancel or change the insurance without first giving the CITY thirty (30) calendar
day's 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.
Page 6
Subconsultants: If subconsultant will be used, the same terms and limits of
coverage will apply and a certificate will be required per the instructions above.
In lieu of a certificate, ARCHITECTURAL FIRM may provide confirmation in
writing from their insurance broker that their insurance policy does not contain a
subconsultant exclusion or one relating to the work of others.
11.1.2. Commercial Automobile Liability Insurance.
a. If ARCHITECTURAL FIRM owns any vehicles, before this Agreement is fully
executed by the parties, ARCHITECTURAL FIRM 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) combined
single limit bodily injury and property damage. Automobile liability will apply to "Any
Auto" and be shown on the certificate.
b. If ARCHITECTURAL FIRM does not own any vehicles, only "Non -owned and
Hired Automobile Liability" will be required and may be added to the commercial
general liability coverage at the same limits as required in that section of this
Agreement, which is Section 11.1.1 entitled "Commercial General Liability Insurance".
c. Under either situation described above in Section 11.1.2.a. and Section 11.1.2.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, 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 a company rated A -VII or
higher in Best's Guide and admitted in the State of Washington.
11.1.3. Statutory workers' compensation and employer's liability insurance as required by state
law.
11.1.4. Professional Liability Coverage. Before this Agreement is fully executed by the
parties, the ARCHITECTURAL FIRM shall provide the CITY with a certificate of
insurance as proof of professional liability coverage with a total liability of Two Million
Dollars ($2,000,000.00) per claim, and Two Million Dollars ($2,000,000.00)
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 Agreement. 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
Agreement.
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 officers, employees, agents, and
representatives there under. The CITY and the CITY'S elected and appointed officials,
officers, principals, employees, representatives, volunteers 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.
Page 7
SECTION 12 SUBCONTRACTS
12.1 ARCHITECTURAL FIRM shall be entitled, to the extent determined appropriate by
ARCHITECTURAL FIRM, to subcontract any portion of the WORK to be performed under this
Agreement.
12.2 Any subconsultants or subcontractors to the ARCHITECTURAL FIRM 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 ARCHITECTURAL FIRM 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 ARCHITECTURAL FIRM subcontracting with any additional persons or
firms for the purpose of completing this Agreement.
12.4 The ARCHITECTURAL FIRM shall submit, along with its monthly invoices, a description of all
WORK completed by subconsultants during the preceding month and copies of all invoices
thereto.
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 ARCHITECTURAL FIRM without prior written
consent of the other, which consent will not be unreasonably withheld. 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 ARCHITECTURAL FIRM 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 of all disputes arising under this Agreement shall be Yakima County, State of
Washington.
SECTION 16 EQUAL EMPLOYMENT and NONDISCRIMINATION
16.1 During the performance of this Agreement, ARCHITECTURAL FIRM and ARCHITECTURAL
FIRM's subconsultants 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,
or any other classification protected under federal, state, or local law. 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 of services under this Agreement. ARCHITECTURAL FIRM agrees to
comply with the applicable provisions of State and Federal Equal Employment Opportunity and
Nondiscrimination statutes and regulations.
Page 8
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. ARCHITECTURAL FIRM may suspend, in writing by certified mail, all or a portion of the
WORK under this Agreement if unforeseen circumstances beyond ARCHITECTURAL FIRM's
control are interfering with normal progress of the WORK. ARCHITECTURAL FIRM may suspend
WORK on 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 and for cure with the terminating
party 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 ARCHITECTURAL FIRM 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
termination.
18.3 If CITY terminates for default on the part of the ARCHITECTURAL FIRM, 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
ARCHITECTURAL FIRM at the time of termination may be adjusted to the extent of any
additional costs or damages CITY has incurred, or is likely to incur, because of the
ARCHITECTURAL FIRM breach. 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 ARCHITECTURAL FIRM agrees to pay CITY for any and all damages, costs, and
expenses whether directly, indirectly, or consequentially 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.
18.4 If the ARCHITECTURAL FIRM 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
ARCHITECTURAL FIRM 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
ARCHITECTURAL FIRM 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 ARCHITECTURAL FIRM or its subconsultants may have
accumulated or prepared in performing this Agreement, whether completed or in progress, with
the ARCHITECTURAL FIRM 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 ARCHITECTURAL
FIRM shall have no responsibility to prosecute further WORK thereon.
Page 9
18.7 If, after termination for failure of the ARCHITECTURAL FIRM to fulfill contractual obligations, it is
determined that the ARCHITECTURAL FIRM has not so failed, 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 ARCHITECTURAL FIRM in PROJECT WORK or for any corporate
officer of the ARCHITECTURAL FIRM to render his services to the PROJECT, the
ARCHITECTURAL FIRM 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 of this Agreement, or in the event
of a notice of default as to whether such default does constitute a breach of the Agreement, 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 either of the afore mentioned methods are not
successful then any dispute relating to this Agreement shall be decided in the courts of Yakima
County, in accordance with the laws of Washington. If both parties consent in writing, other
available means of dispute resolution may be implemented.
SECTION 20 NOTICE
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
Yakima Convention Center
10 N. 8th Street
Yakima, WA 98901
Attn: Connie Upton
ARCHITECTURAL FIRM:
LMN
801 Second Avenue, Suite 501
Seattle, WA 98104
Attn: P. Brian Tennyson
SECTION 21 SURVIVAL
21.1 The foregoing sections of this Agreement 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.
Page 10
CITY OF YAKIMA
Printed Nannearl #1.0d1A
Title: City Manager
Date:
Attes
(1 -11 -ib
City CI
CITY CONTRACT NO: 204-Qta
RESOLUTION NO: h/a
LMN
Signature
Printed Name: OtrAria. 004.1,firtez,
Title: ?Ait-KAStt.
Date:
l' ..1 . . ,
N.t. 4•U4 ....- • ..,1
'',,..,'). 3134,0„, .. • .', '
N.',..,,,,,,,ass4(1),1" •\., ,, ;,.. 7,- /
Page 11
1o/26/4
STATE OF WASHINGTON
) ss.
COUNTY OF YAKIMA
I certify that I know or have satisfactory evidence that Cliff Moore is the person who appeared before me,
and said person acknowledged that he signed this instrument, on oath stated that he 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: // - Y— .2oI to
Seal or Stamp
.fl
Notary Public
State of Washington
KAARRE ALLYN
MY COMMISSION EXPIRES
January 12, 2020
(Signature)
/�D f&h
Title
K1ur,,- 11411
Printed Name
My commission expires: / _ /
Page 12
STATE OF WASHINGTON
) ss.
COUNTY OF YAKIMA
I certify that I know or have satisfactory evidence that
appeared before me, and said person acknowledged
that,he/she was authorized to execute the
hec' of i„Ki .Acci*ec}S
for the uses and purposes mentioned in the instrument
\MQ..{1 z' person who
that he/she signed this instrument, on oath stated
instrument, and acknowledged it as the
to be the free and voluntary act of such party
Dated: ko /ab l t(0
Seal or Stamp
°"\\111111
£ON/ 1��
6104a
0 1.
•
111.woePridgd Name
\\‘\‘• My commission expires: N-113\ l\
Page 13
EXHIBIT A
SCOPE OF WORK
SCOPE OF SERVICES
Design services will include architectural planning studies performed by LMN, and construction cost
estimating services performed by our sub -consultant Rider Levett Bucknall (RLB). Our basic scope of
services can generally be described as including:
• Review of convention center program recommendations from the Kidder Mathews June 2015 Market
Study recommendations.
• Understanding and incorporating the ways this expansion can support the goals and intent of the
current Yakima Downtown Master Plan.
• Concept planning (test fits) for a convention center expansion on two sites as shown in Figure 1.
• Conceptual renderings of the convention center expansion options for each site.
• Concept level construction cost estimates for the convention center expansion on one site. For the
second site, the original estimate will be modified to reflect expansion configuration adjustments required
for the second site.
• Concept planning for a hotel on each of the two sites; these will be very diagrammatic plans with the
goal of determining amount of site area and basic hotel configuration; rather than working to propose the
best hotel layout solution.
Assumptions and Exclusions
• LMN will be provided existing convention center building documentation and site survey information for
proposed expansion sites. We will use this information as the backgrounds for the planning study.
• Owner will provide zoning information/requirements for each of the proposed expansion sites.
The following services are not included:
• Existing building surveying for dimensional accuracy.
• Site surveying or hazardous material survey of any site or below grade conditions.
• Design services beyond concept level development.
SCHEDULE
LMN is prepared to begin this work upon receiving a notice to proceed. LMN anticipates a 6-8 week
process understanding the goal to have this phase of the work complete by the end of the year. LMN
anticipates 3-4 meetings with the client group including a final presentation. These meetings will be held
in mutually agreeable locations and may include Yakima, Seattle or web based, "Go -To" meetings.
Page 14
EXHIBIT B
Professional Fees
COMPENSATION
Fees For our base fee of design services, we propose a lump sum fee of $25,000 for this scope of work. The following table below shows the breakdown by
consultant for the base fee along with requested add alternate services. LMN applies a 10% mark up to consultant fees, included in the consultant fee numbers
below.
Basic Services:
LMN — Architectural $20,600 RLB — Cost Estimating $4,400 Total Base Fee $25,000
Reimbursable Expenses:
Expenses are included in the fee numbers above. Anticipated reimbursable expenses for this project include:
• Reprographics - Printing of study documents, presentation drawings, color plots, and other presentation materials produced for the project.
• Travel / Courier — Automobile travel to the site by LMN and LMN's consultant, if necessary; courier and shipping costs.
Based on our understanding of this first phase of work, project expenses should be minimal. We will keep you informed if during the course of the work we are
being requested services or to incur expenses that exceed our proposal assumptions.
Page 15
This page left blank intentionally.
Page 16
CITY OF YAKIMA PURCHASING DIVISION
129 North 2nd Street •
Yakima, Washington • 98901
Selection Committee Intent to Negotiate
Mr. Moore,
On July 8, 2016, the City solicited SOQ No. 11620-Q to hire an A/E firm to conduct Yakima Convention
Center Expansion Design services.
Three proposals were received on the due date of August 1, 2016 for the above project from the following
firms:
BORA Architecture, Yakima, WA
KDF Architecture, Inc., Yakima, WA
LMN Architects, Seattle, WA
The analysis committee was formed and given materials and instructions on how to conduct the analysis
and score the proposals on August 29, 2016. Committee Members:
John Cooper, President & CEO Yakima Valley Tourism
Connie Upton, General Manager, Yakima Convention Center
Brett Sheffield, City Engineer
David Heinl, Board Member, Public Facilities District
Maria Mayhue, City of Yakima Purchasing (non -scoring)
The proposals were checked for responsiveness by Connie Upton and deemed to be responsive.
Respondents were invited for interviews and presentations on September 12, 2016
The proposals were scored utilizing the following scoring matrix, as listed in the RFP:
jf'Y
L
`:. f"v %�,t >i}'•/`!b, .my;,•. 4?r'.,y:�.>`*%:tn.�` s*.i;�. qR'. 'T:,:1 ... a:
y �:.. - ; �.x„ -'° �,.' �:-., . ``�.:
,Qualffcation and,Experience q
;) :.�.r
xPossi6le
Points'
(1)
Management Capacity (key personnel)
25
(2)
Experience and Skill (managing similar sized projects)
25
(3)
Past Performance/References
50
TOTAL
100
F (509) 576.6695 F (509) 576.6394 e sue.ownby@yakimawa.gov w www.yakimawa.gov/services/purchasing
Out of 400 possible points (100 total points for each scoring evaluator), the firms scored as followed:
BORA Architecture, Yakima, WA (257 points)
KDF Architecture, Inc., Yakima, WA (376 points)
LMN Architects, Seattle, WA (387 points)
LMN Architects was the overall winner.
The committee recommends that we proceed to contract negotiations with LMN Architects.
Sincerely,
Connie Upton, General Manager
Yakima Convention Center
APPROVED:
Date
F (509) 576.6695 F (509) 576.6394 e sue.ownby@yakimawa.gov yakimawa.gov w www.yakimawa.gov/services/purchasing