HomeMy WebLinkAboutKDA Architecture, Inc. - Professional Services Agreement for Lion's PoolFor City of Yakima Use Only:
Contract No m 10
Project No.
Resolution No
SOQ No.
AGREEMENT
BETWEEN
CITY OF YAKIMA, WASHINGTON
AND
KDA Architecture Inc.
FOR PROFESSIONAL SERVICES
THIS AGREEMENT, made and entered into on this fp' day of TUr.e.... , 2019, 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 KDA Architecture Inc. with its
principal office at 1310 North 16th Ave, Yakima, WA (hereinafter referred to as "ARCHITECT"); said
corporation being licensed and registered to do business in the State of Washington, and will provide
Master Planning services under this Agreement for Lion's Pool on behalf of the City of Yakima, Project
No. herein referred to as the "PROJECT."
WITNESSETH:
RECITALS
WHEREAS, CITY desires to retain the ARCHITECT to provide architectural services for Master
Planning for the PROJECT, as described in this Agreement and subsequent Amendments thereto; and
WHEREAS, ARCHITECT 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 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
20.1 ARCHITECT agrees to perform those services described hereafter. 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,
Dennis W. Dean as Principal -in -Charge throughout the term of this Agreement unless
other personnel are approved by the CITY.
2.1 Basic Services: ARCHITECT 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 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
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 ARCHITECTS cost of,
or time required for, performance of any services under this Agreement, a contract price
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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 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 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 written notification of change.
SECTION 3 CITY'S RESPONSIBILITIES
3.1 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.
3.2 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.
3.3 TIMELY REVIEW: The CITY will examine the ARCHITECTS 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.
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. 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.
3.5 Any documents, services, and reports provided by the CITY to the ARCHITECT are available
solely as additional information to the ARCHITECT and will not relieve the ARCHITECT of its
professional duties and obligations under this Agreement or at law. The ARCHITECT 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 from them.
SECTION 4 AUTHORIZATION, PROGRESS, AND COMPLETION
4.1 In signing this Agreement, CITY grants ARCHITECT 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 COMPENSATION ON A TIME SPENT BASIS AT SPECIFIC HOURLY RATES: For the services
described in Exhibit A, compensation shall be according to Exhibit C - 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.
5.1.1 DIRECT NON -SALARY EXPENSES: Direct Non -Salary Expenses are those costs
incurred on or directly for the PROJECT including, but not limited to, necessary
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transportation costs, including current rates for ARCHITECTS 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, not to exceed ten percent (10%), and on the
basis of current rates when furnished by ARCHITECT. Estimated Direct Non -Salary
Expenses are shown in Exhibit B.
5.1.1.1 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.
5.1.2 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.
5.1.3 Professional Subconsultants. Professional Subconsultants are those costs for
engineering, architecture, geotechnical services and similar professional services
approved by the CITY. Reimbursement for Professional Subconsultants will be on the
basis of actual costs billed plus a reasonable markup, not to exceed ten percent (10%)
for services provided to the CITY through this Agreement. Estimated Subconsultant
costs are shown in Exhibit B.
5.2 Unless specifically authorized in writing by the CITY, the total budgetary amount for this
PROJECT shall not exceed Forty Thousand Dollars ($40,000.00).. The ARCHITECT shall make
all reasonable efforts to complete the WORK within the budget and will keep CITY informed of
progress toward that end so that the budget or WORK effort can be adjusted if found necessary.
The ARCHITECT is not obligated to incur costs beyond the indicated budget, as may be
adjusted, nor is the CITY obligated to pay the ARCHITECT beyond these limits. When any
budget 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,
and provided that the City was informed in writing at the time such costs were incurred.
5.3 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 and not covered by previously submitted invoices. 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
determined necessary by the City 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 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). The ARCHITECT may resubmit such item(s) in
a subsequent invoice together with additional supporting information requested.
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5.4 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).
5,5 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 with 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.
5.6 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 6 RESPONSIBILITY OF ARCHITECT
6,1 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. The
ARCHITECT shall, without additional compensation, 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 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
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.
6.3 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
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.
6.4 INDEMNIFICATION:
(a) ARCHITECT agrees to defend, 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, 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
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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 other
necessary satisfaction.
(b) CITY agrees to indemnify and hold the ARCHITECT harmless from loes, cost, or
expense of any kind claimed by third porUme, including without limitation such |omo, cost,
or expense resulting from injuries to persons or damages to property, caused solely by
the negligence or willful misconduct of the CITY, its amp|oyeao, or agents in connection
with the PROJECT.
(c) If the neglimaorvi|lfu|misnonduotofbnththeARCH|TECTandthaC|TY (or a person
identified above for whom each is liable) is a cause of such third party claim, the |oao,
cost, or expense shall be shared between the ARCHITECT 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 ARCH|TECT, any oubuontnacbxr, anyone directly or
indirectly employed by any of them, or anyone for whose acts any of them may be |iab|m, the
indemnification obligations under this Agreement shall not be limited in any way by any limitation
onthe amount ortypes ofdannageo.compenaoUon.orbano�topayable byorfor the ARCH|TE��T
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.
6.6 It is understood that any resident engineering or inspection 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
oontrautor, form contractor's safety programs or mathodo, or for contractors' compliance with laws
and regulations. CITY shall use its best efforts to ensure that the construction contract requires
that the contractor(s) indemnify and name CITY, the CITY's and the ARCHITECT's offioera,
principe|a, omp|oyees, agenba, nepreomntodveo, and engineers as additional insureds on
contractor's insurance policies covering PROJECT, exclusive of insurance for ARCHITECT
professional liability.
6.7 SUBSURFACE INVESTIGATIONS: In noi|s, hzundadon, groundwater, and other subsurface
invaotigaUonm, the actual characteristics may vary significantly between successive test points
and sample intervals and at locations other than where oboervaUon, mxp|onyUon, and
investigations have been made. Because of the inherent uncertainties in subsurface evaluations,
changed or unanticipated underground conditions may occur that could affect total PROJECT
cost and/or execution, These conditions and cost/execution effects are not the responsibility of
the ARCH|TECT, to the extent that ARCHITECT has exercised the applicable and appropriate
standard of professional care, thoroughness and judgment in performing such investigations.
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 attached Exhibits. The project schedule ond
performance dates for the individual tasks shall be mutually agreed to by the CITY and the
ARCHITECT within fifteen (15) days after execution of this Agreement. The performance dates
and 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
axtendod, nor the budget increased because of any unwarranted delays attributable to the
ARCH|TECT, 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 ARCHITECT which could not
be reasonably anticipated or avoided
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7.2 Not later than the tenth (10th) day of each calendar month during the performance of the
PROJECT, the ARCHITECT shall submit to the CITY's Representative a copy of the current
schedule and a written narrative description of the WORK accomplished by the ARCHITECT 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 CITY's request for presentation to other governmental agencies and/or to the public.
SECTION 8 REUSE OF DOCUMENTS
8.1 All internal WORK products of the ARCHITECT are instruments of 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 such unauthorized 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.
8.2 The ARCHITECT agrees that any and all plans, drawings, designs, specifications, computer
programs, technical reports, 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.
8.3 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 9 AUDIT AND ACCESS TO RECORDS
9.1 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.
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.
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 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.
9.4 The ARCHITECT shall ensure that the foregoing paragraphs are included in each subcontract for
WORK on the Project.
9.5 Any charges of the ARCHITECT paid by the CITY which are found by an audit to be inadequately
substantiated shall be reimbursed to the CITY.
SECTION 10 INSURANCE
10.1 At all times during performance of the WORK, ARCHITECT shall secure and maintain in effect
insurance to protect the CITY and the ARCHITECT from and against all claims, damages, losses,
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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 ba|mw, 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
be|ow, such higher Iimits shall be shown on the Certificate of Insurance and Endorsements and
ARCHITECT shall be named as an additional insured for such higher Iimits.
10.1.1 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 po|ioy, subject to minimum limits of Two Million
Dollars ($2.000.000.00) per occurrence combined single limit bodily injury and property
damage, 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 officia|s, offioors, agmnba, omp|oymeo, 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'V|| or higher in Best's Guide and admitted in the State
of Washington.
10.1.2. Commercial Automobile Liability Insurance.
a. If ARCHITECT owns any vehideo, before this Agreement is fully executed by the
pnrtieo. 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 pn|ioy, 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 numbmr, 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 officia|m, officero, agents, amp|oyees,
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-V|| or higher
in Best's Guide and admitted in the State of Washington.
10.1.3. Statutory workers' compensation and employer's liability insurance as required by state
10.1.4. Professional Liability Coverage. Before this Contract is fully executed by the oortieo.
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 po|iny,
subject to minimum limits 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 omount, 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
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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.
SECTION 11 SUBCONTRACTS
11.1 ARCHITECT shall be entitled, to the extent determined appropriate by ARCHITECT, to
subcontract any portion of the WORK to be performed under this Agreement.
11.2 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.
11.3 CITY does anticipate ARCHITECT subcontracting with additional persons or firms for the purpose
of completing this Agreement.
11.4 The ARCHITECT shall submit, along with its monthly invoices, a description of all WORK
completed by subconsultants and subcontractors during the preceding month and copies of all
invoices thereto.
SECTION 12 ASSIGNMENT
12.1 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. 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 13 INTEGRATION
13.1 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 14 JURISDICTION AND VENUE
14.1 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 15 EQUAL EMPLOYMENT and NONDISCRIMINATION
15.1 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
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or regulation on the basis of age, sex, race, creed, ne|igion, color, national ohgin, marital atatuo,
dioabi|by, honorably discharged veteran or military status, pregnmncy, sexual ohonbadon, and any
other classification protected under federal, state, or local law. This provision shall include but
not be limited to the following: emp|oyment, upgnading, demotion, tnansfer, recruitment,
advertising, layoff or terminetion, rates of pay or other forms of uompenoaUon, selection for
training, and the provision of services under this Agreement. ARCHITECT agrees to comply with
the applicable provisions of State and Federal Equal Employment Opportunity and
Nondiscrimination statutes and reguiations.
SECTION 16 SUSPENSION OF WORK
16.1 CITY may suspend, in writing by certified mail, all or a portion of the WORK under this Agreement
if unforeseen circumstances beyond C|TY'm control are interfering with normal progress of the
WORK. ARCHITECT may suopend, in writing by certified moi[ 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 nonegntioUun, and both parties are granted the option to terminate
WORK on the suspended portion of Pjaot in accordance with SECTION 17.
SECTION 17 TERMINATION OF WORK
17.1 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 defauit through no fault of the terminating
party. However, no such termination may be effected uniess the other party is given: (1) not less
than fifteen (15) calendar days written notice delivered by certified moi|, return receipt nequaeted,
of intent to terminate; and (2) an opportunity for consuitation 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.
17.2 In addition to termination under subsection 17.1 of this SecUon. CITY may terminate this
Agreement for its oonvanienms, in whole or in part, provided the ARCHITECT is given: (1) not
less than fifteen (15) calendar days written notice delivered by certified mai|, return receipt
maquaob*d, of intent to terminate; and (2) an opportunity for consultation with CITY before the
effective termination date.
17.3 If CITY terminates for default on the part of the ARCHITECT, an adjustment in the contract price
pursuant to the Agreement shaii be made, but (1) no amount shali 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 adjusted to the extent of any additional costs or damages CITY
has incumad, or is likely to inour, because of the ARCHITECT'S breach. In such ovent. 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 compieting the WORK itself or of empioying
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 agrees to pay CiTY for any
and all danno0eo, oosts, and expenses whether directly, indinecUy, or consequentiaiiy 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 withheid payments.
17.4 If the ARCHITECT terminates for default on the part of CITY or if CITY terminates for
conwanianoa, 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.
17.5 Upon receipt of a termination notice under subsections 17.1 or 17.2 above, the ARCHiTECT shaii
Page 9
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.
17.6 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.
17.7 If, after termination for failure of the ARCHITECT to fulfill contractual obligations, it is determined
that the ARCHITECT 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 17.4 of this Section.
17.8 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 his 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 17.3 of this Section.
SECTION 18 DISPUTE RESOLUTION
18.1 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 afore mentioned
methods are successful then any dispute relating to this Agreement shall be decided in the courts
of Yakima County, in accordance with SECTION 14. If both parties consent in writing, other
available means of dispute resolution may be implemented.
SECTION 19 NOTICE
19.1 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, WA 98901
Attn:
ARCHITECT. KDA Architecture, Inc.
1310 North 16th Avenue
Yakima, WA 98902
Attn: Dennis W. Dean
Page 10
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
Cliff Moore
Printed Name:
Title: City Manager
Date,
Attest
KDA ARCHITECTURE INC
Signature
Printed Name: Dennis W Dean
Title: Principal
ate'
City lerk
CITY CONTRACT NO:
RESOLUTION NO'
aoici -to3
; *
C
Page 11
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:
Seal or Stamp
(Sty
Title
Printed Nam
My commission expires:
Page 12
STATE OF WASHINGTON
COUNTY OF YAKIMA
) ss
)
I certify that I know or have satisfactory evidence that P.KP1$ VGA 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 e ecute the instrument, and acknowledged it as the
.9 on C�to� _ of , �: ., , to be the free and voluntary act of such party
forthe uses and purposes mentioned in the instrument.
Dated:
Seal or Stamp
KATHRYN L NOCK
Notary Public
State of Washington
My Commission Expires
July 21, 2021
Title
k AmK , L
Printed Name
My commission expires:
Page 13
EXHIBIT A
SCOPE OF WORK
PROJECT DESCRIPTION
1. This project is for the master plan for the existing Lion's Pool Facility in Yakima. The
planning process will include a series of meetings with the community and City staff where
the goals of the facilities will be defined. A facility assessment and evaluation will be
conducted for both facilities. This information will be leveraged to develop three conceptual
designs for the two facilities. The designs will include a minimalistic, medium, and grand
approach which includes an expansion. Items to be studied in these options are:
• More user-friendly traffic patterns
• Develop a welcoming entrance and more user-friendly environment
Address increased and improved lighting options
Identify color schemes that are more pleasing to the visitors
Identify modernization opportunities including energy efficiency (solar), HVAC
system upgrade, alarmsystem/security system, ail ADA compliant
• Identify locker room and restroom improvements, including a family restroom
• Identify areas of improvement or expansion that will assist in attracting more visitors
• Identify increased or updated parking options
Phasing will also be addressed in thisyplanning process.
PROJECT SCOPE
1. Perform assessment of current facility and provide report.
2. Conduct (3) community outreach meetings/events and (1) online survey.
a. Meetings: Community meeting, folklife festival booth, farmer's market booth
3. Develop space program defining the project scope based on community outreach
meetings/events and meetings with City Staff.
4. Develop conceptual floor/site plan options for review with City Staff.
5. Present conceptual floor/site plan options in (1) community meeting.
6. Modify options as needed based on feedback in community meeting.
7. Prepare estimate of probable construction and project cost for (1) selected option and
present to City Staff.
8. Prepare final master plan document and deliver hard copy to City Staff.
PROJECT ASSUMPTIONS
1. The City will utilize the master plan document to pursue funding for the design and
construction of the future facility.
2. City to provide the following documents for Consultant's Use:
a. Site survey (if available).
b. Geotechnical report (if available).
c. Existing and any renovation/modification building/site drawings, specifications,
submittal/shop drawings, TAB reports, O&M Manuals, and commissioning reports.
d. Written report (or copy of staff report) on existing construction or equipment problems
and on-going maintenance programs.
e. A written report (or copy of staff reports) on recent work completed on the pool.
f. A reported Toss of water (quiescent) in 24 hours.
g. A copy of any reports from regulatory agencies listing deficiencies in the facility.
h. A "wish list" for features or changes desired in the facility (if available).
i. Cost estimates and/or proposals recently received for renovation or replacement work.
3. Consultants hired as part of KDA compensation are:
a. Structural Engineer: Coffman Engineers
b. Mechanical Engineer: Coffman Engineers
c. Electrical Engineer: Coffman Engineers
d. Aquatic Consultant: Councilman-Hunsaker
e. Cost Estimator: Roen & Associates
Page 14
PROJECT SCHEDULE
1. Reference Exhibit D.
PROJECT TASKS
Programming/Project Definition
1. Meet with City Staff, community members, and individuals involved in the project to analyze
needs and determine the project objectives. This will include (1) community meeting, (1)
booth at the folklife festival, (1) booth at the farmer's market, and (1) online survey.
2. Develop a preliminary space program defining the spaces and features for the proposed
facility based on the feedback from the community meetings and City Staff direction.
Facility Assessment/Site Evaluation
1. Perform site visit for facility assessment.
a. Assessment to include a site evaluation which will include the following info (as
available), and location and availability of, utilities; existing site conditions; mechanical
and electrical consultants to provide a review of the existing conditions and document
their findings.
2. Prepare report on the existing facility.
3. Meet with City Staff to review the facility assessment report.
Conceptual Design
1. Based on agreed upon program, develop three conceptual plan options for the facility
showing the building core elements and aquatic features.
2. Meet with City Staff to review the conceptual plan options.
3. Present the three options to the community in a public meeting.
4. Revise conceptual options based on input from above meetings.
5. Meet with City Staff to present the revised plan options and exterior renderings.
6. Document final decisions and entire master plan process into master plan manual for
presentation to City Staff.
Cost Estimating
1. Cost Estimating: This scope is to include (1) cost estimate by a professional cost estimator
at the conclusion of the Conceptual Design phase. This estimate will be for the selected
design option. Our consultant for this service is Roen Associates.
Reimbursable Expenses
1) Reimbursable expenses are in addition to the Compensation of Services and Additional
Services and are invoiced at 1.10 times the expense. These expenses include actual
expenditures made by the Architect and the Architect's employees and consultants in the
interest of the Project for the expenses listed in the following:
a) Expense of transportation, lodging and meals in connection with the Project, and
conference calls.
b) Pre -approved artist renderings beyond normal conceptual design, models, mock-ups,
and presentation materials.
c) Expense of reproductions, postage and handling of Drawings, Specifications and other
documents.
d) Expense of renderings, models and mock-ups requested by the Owner.
e) Expense fees paid for securing approval of authorities having jurisdiction over the
project.
f) Expense of consultants not identified in Exhibit A, Project Assumptions, "Engineers
hired as part of KDA compensation".
Page 15
Unauthorized Changes
In the event the Owner consents to, allows, authorizes or approves of changes to any plans,
specifications, material selections, or other construction documents, and these changes are not
approved in writing by the Architect, the Owner recognizes that such changes and the results
thereof are not the responsibility of the Architect. Therefore, the Owner agrees to release the
Architect from any liability arising from the construction, use or result of such changes. In
addition, the Owner agrees, to the fullest extent permitted by law, to indemnify and hold the
Architect harmless from any damage, liability or cost (including reasonable attorneys' fees and
costs of defense) arising or resulting from such changes, except only those damages, liabilities
and costs arising from the sole negligence or willful misconduct of the Architect.
Page 16
Professional Fees
Lion's Pools Master Plan
Project Number 201920/LIONS
Professional Fees
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Fee Category
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ra
4-
46
cLI
cu
ilman-Hunsaker
5.1.1, & 5.1
Reimbursables
EXHIBIT C
ScHourlyhedule ��~�°��
�~~_� ~� of Billing Rates
2019 2020
Principal $ 200{}0 $ 20080
Associate U $ 130.00 $ 134.00
Associate $ 120.00 $ 124.00
Project Manager U $ 125.00 $ 129.00
Project Manager I $ 115.00 $ 118.00
Architect III $ 115.80 $ 118.00
Architect II $ 110.00 $ 113.80
Architect $ 90.00 $ 93.00
Interior Desincr||| $ 110.00 $ 113.00
Interior Designer 11 $ 105.00 $ 108.00
Interior Designer 1 $ 70.00 $ 72.00
Intern Architect V $ 110.00 $ 113.00
Intern Architect |V $ 100.00 $ 183.00
Intern Architect U| $ 05.00 $ 98.08
lntern Architect 11 $ 85.00 $ 88.00
Intern Architect | $ 70.00 $ 7I00
Administrative Staff IV $ 110.00 $ 713.00
Page 18
LION'S & FRANKLIN POOLS MASTER PLANS
Master Plan Project Schedule
CONTRA(1 APPROVAL
/ Notice of lnl.erat I1'? Awarr7
MASTER PIANNIN(;
LION'S POOL MASr[R PLAN...
9/ 1
4 r rgl auunen V'ou <tit Del Unhurt
City 9ta1f Heeling
COMM ri
lOI leauttity Meetieg r;
c;onnnurnity Meeting
(" oho Sutvey
EXHIBIT D
May June
5 12 19 26 `,2
9 16 123
July
August
September
14 21 28
October
6/4/2019
15 22 29
061019
Facility ASsey5nlent/5itt' (C3kt:q t.ier.
f ac.rlily Walk I Iuiu
Prepare Report
Present fyrldIng.s to City Stall
City Staff Meting
(..(immunity Meeting
Revise Options As Klein ss
Contracting iIp Meeting (OP
Finalize/Develop Options
(05C'fsiimatt
City Sap.
LOC. UMP: NT AI ION
Prepare Final Document
M;lstet Plan 001:a.nent Otte
FRANKLIN PC201 MASTER gi5I,F4N
Ptegraromin9/I''r geCl t'leFinititatt.
City Staff Meeting
(cm1mnniiy h18eting
Community Meeting , 1=a1Mee; Market (0 4ionali
ity Meeting rolklile Festival
Online Sul vey
tp
0626.1
"
atrigiMMAg
0913.19,
09.27 19
f3081y Asser.s npnl/8ito Lvaluativaa
Facility Walk I Ira u
PI' Valk! Rktpanf
Present PiutlingS tO CCity'.ikaf1
Conteptt.t41 Opliu119
Coy cI.:'al! Meeting
Community MenIIng
Regi22 Options AS Nec.e!tiat'y
Community Meaning 14110141)
FiniPize/Develop Options
lstinf.ate
Ilavrlu1) 10 111318
(118 Staff Meeting
IlOC7.IMFNTATION
P111514re holt Document
Master Plan'0oalMMent Oue
06 27 19
07 07 19V
06 21 - 06.23'
06.26.19'
09 13 19,
09.27 19
Page 19
10..11..19