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Contract Number 4580
RICE FERGUS MILLER ARCHITECTURE & PLANNING
Consultant - Pre-Design - Municipal Court Phase I
PW Admin
PRO File Class LEG 12-1
$19500.00
10/04/2006
12/31/2006
02/15/2009
GL
AL
E&O
$1000000.00
$1000000.00
$1000000.00
Insurance Total
Insurance Review Date
$3000000.00
11/01/2006
Need Certificate of Insurance
Vault 01/01/2009
PROFESSIONAL SERVICES AGREEMENT
Municipal Court Facility
PHASE I
Rice Fergus Miller Architecture & Planning
City Project No. 2708
The City of Bremerton ("City") and Rice Fergus Miller Architecture & Planning
("Consultant"), referred to collectively as the "Parties," enter into the following Agreement for
professional services:
I. Scope: The Consultant agrees to perform the services more specifically described in the
Scope of Work titled, Pre-Design Proposal, dated 8/29/2006, including any attachments thereto
attached hereto as Exhibit A, which is incorporated by reference herein. The Scope of Work
may be modified only pursuant to Section VII. G. of this Agreement. If the Scope of Work
provides for unspecified additional services such services shall only be performed upon the
express written request of the City. Consultant further represents that the services furnished
under this Agreement will be performed in accordance with generally accepted professional
practices in effect at the time such services are performed.
ll. Term: The City and the Consultant agree that work will begin on the tasks described in
Exhibit A immediately upon execution of this Agreement. The parties agree that the work
described in Exhibit A is to be completed as provided for in the work schedule attached hereto as
Exhibit B; provided however, that additional time shall be granted by the City for excusable
delays or extra work as provided for in section IX (A) of this agreement.
ill. Compensation: In consideration of the services provided pursuant to this Agreement, the
City shall pay Consultant in an amount not to exceed $19,500.00. Consultant's charges and bills
shall conform to the fee schedule attached hereto as Exhibit C and incorporated herein by this
reference.
The Consultant shall submit regular billing statements detailing work performed and
amount charged on each task or portion thereof. The descriptions shall conform to and fall
within the categories set out in the Scope of Work and/or Fee Schedule. Upon receipt of a
conforming billing statement, the City shall promptly process payment. PROVIDED,
HOWEVER, the City reserves the right to prioritize scoped work and accelerate and/or delay
work tasks under the time frame set forth in Section II herein. The Consultant's labor rates and
billing fees shall be as delineated in Exhibit C.
Consultant shall not perform work beyond the Scope of Work, nor shall be compensated
for such work, unless the Scope of Work or amount of compensation is modified pursuant to this
Agreement. Consultant shall only be compensated for additional services if requested pursuant
to Section I and, if not otherwise provided, such compensation shall be in accordance with
Exhibit C.
BremertonlRice Fergus Miller Arcltitecture & Planning
Court Facility- Phase I - Pre-Design & Programming
Page I of7
If a billing statement does not conform to this Agreement, the City may withhold
payment until the statement is brought into compliance. Such withholding does not relieve
Consultant of its obligations under this Agreement.
IV. Relationship of Parties: Consultant represents that it is skilled in the matters addressed
in the Scope of Work and is performing independent functions and responsibilities within its
field of expertise. Consultant and its personnel are independent Consultants and not employees
of the City. Consultant and its personnel have no authority to bind the City or to control the
City's employees and other Consultants. None of the benefits provided by the City to its
employees, including, but not limited to, compensation, insurance, and unemployment insurance
are available from the City to the employees, agents, representatives, or sub-Consultants of the
Consultant. Consultant will be solely and entirely responsible for its acts and for the acts of
Consultant's agents, employees, representatives and sub-Consultants during the performance of
this Agreement. The City may, during the term of this Agreement, engage other independent
Consultants to perform the same or similar work.
As an independent Consultant, Consultant is responsible for its own management. The
City's administration and enforcement of this Agreement shall not be deemed an exercise of
managerial control over Consultant or its personnel.
As an independent Consultant, Consultant is responsible for payment of all taxes and
licensing fees necessary to perform its obligations under this Agreement. These taxes and fees
include but are not limited to State industrial insurance, Business & Occupation, State
professional licensing, and City business licensing. If any taxes or fees due the City have been
declared delinquent, the City may withhold the delinquent amount, plus any additional charges
arising from the delinquency, from any payments due Consultant.
v. Indemnification: Consultant shall defend, indemnify and hold the City, its officers,
officials, employees, agents and volunteers harmless from any and all claims, injuries, damages,
losses or suits, including all legal costs and attorney fees, arising out of or in connection with the
performance of this Agreement, except for that portion of the injuries and damages caused by the
City's sole negligence.
The City's review or acceptance of any of the work when completed shall not be grounds
to avoid any of these covenants of indemnification.
Should a court of competent jurisdiction determine that this Agreement is subject to
RCW 4.24.115, then, in the event ofliability for damages arising out of bodily injury to persons
or damages to property caused by or resulting from the concurrent negligence of the Consultant
and the City, its officers, officials, employees, agents and volunteers, the Consultant's liability
hereunder shall be only to the extent of the Consultant's negligence.
IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE
INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S
WAIVER OF IMMUNlTY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY
BremertonJRice Fergus Miller Architecture & Planning
Court Facility= Ph8se I - Pre-Design & PrograJnm.ing
Page 2 of7
FOR THE PURPOSES OF THIS INDEMNJFICATION. THE PARTIES FURTHER
ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER.
The provisions of this section shall survive the expiration or termination of this Agreement.
VI. Insurance: The Consultant shall procure and maintain for the duration of the Agreement,
insurance against claims for injuries to persons or damage to property which may arise from or in
connection with the performance of the work hereunder by the Consultant, its agents,
representatives, employees, sub-consultants or sub-Consultants.
Before beginning work on the project described in this Agreement, the Consultant shall
provide a Certificate ofInsurance evidencing:
1. Automobile Liability insurance with limits no less than $1,000,000 combined single
limit per accident for bodily injury and property damage; and
2. Commercial General Liability insurance written on an occurrence basis with limits no
less than $1,000,000 combined single limit per occurrence and general aggregate for
personal injury, bodily injury and property damage. Coverage shall include but not be
limited to: blanket contractual; products/completed operations/broad form property
damage; explosion, collapse and underground (XCU) if applicable; and employer's
liability; and
3. Excess Liability insurance with limits not less than $1,000,000 limit per occurrence and
aggregate.
4. Professional Liability insurance with limits no less than $1,000,000 limit per
occurrence/claim.
Any payment of deductible or self insured retention shaH be the sole responsibility of the
Consultant.
AIl required policies shall be provided on an "occurrence" basis except professional
liability insurance (if required), which may be provided on a "claims-made" basis.
The City shall be named as an additional insured on the Commercial General Liability
insurance policy, as respects work performed by or on behalf of the Consultant and a copy of an
endorsement that is acceptable to the City, which names the City as an additional insured shaH be
attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of
all the required insurance policies and endorsements. The City further reserves the right to reject
any unacceptable policies and/or endorsements.
The Consultant's Commercial General Liability insurance shall contain a clause stating
that coverage shaH apply separately to each insured against whom claim is made or suit is
brought, except with respects to the limits of the insurer's liability.
The Consultant's insurance shall be primary insurance as respects the City and the City
shall be given thirty (30) days prior written notice by certified mail, return receipt requested, of
any cancellation, suspension or material change in coverage.
BremertonlRice Fergus Miller Architecture & Planning
COlLrt Facility= Prwse I - Pre-Design & Programming
Page 3 of7
The City also reserves its unqualified right to require at any time and for any reason,
proof of coverage in the form of a duplicate of the insurance policy with all endorsements as
evidence of coverage.
Vll. General Conditions:
A. Reports and Information: When requested by the City, Consultant shall furnish
periodic reports and documents on matters covered by this Agreement. The reports and
documents shall be furnished in the time and form requested. Consultant shall maintain
accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to
substantiate all billed amounts.
B. Ownership and Use of Records and Documents: Original documents, drawings,
designs and reports, including those in electronic format, developed under this Agreement are the
property of the City. All written information submitted by the City to the Consultant in
connection with the services performed by the Consultant under this Agreement will be
safeguarded by the Consultant to at least the same extent as the Consultant safeguards like
information relating to its own business. If such information is publicly available or is already in
Consultant's possession or known to it, or is rightfully obtained by the Consultant from third
parties, Consultant shall bear no responsibility for its disclosure, inadvertent or otherwise.
All data, documents and files created by Consultant under this Agreement may be stored
at Consultant's office in Bremerton, Washington. Consultant shall make such data, documents,
and files available to the City upon its request at all reasonable times for the purpose of editing,
modifying and updating as necessary until such time as the City is capable of storing such
information in the City's offices. Duplicate copies of this information shall be provided to the
City upon its request, and at reasonable cost.
All documents, including all reports, drawings, specifications, computer software or other
items prepared or furnished by Consultant pursuant to this Agreement, are instruments of service
with respect to the project and are the property of the City. Any reuse by the City for other than
the specific purpose intended will be at City's sole risk.
C. Work Performed at Consultant's Risk: Consultant shall take all precautions necessary
and shall be responsible for the safety of its employees, agents, and sub-consultants in the
performance of the work hereunder and shall utilize all protection necessary for that purpose.
All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss
of or damage to materials, tools, or other articles used or held for use in connection with the
work.
D. Place of Work: The Consultant shall perform the work authorized under this
Agreement at its offices in Bremerton, Washington. Meetings with the City staff as described in
Exhibit A, Scope of Work, shall take place at the City's offices, or at locations mutually agreed
upon by the parties.
BremertonlRice Fergus Miller Architecture & Planning
Court Facility- Phase I = Pre=Design & Programluing
Page 4 of7
E. Entire Agreement: This Agreement and its Exhibits constitutes the entire agreement
between the Parties, and the Parties acknowledge that there are no other agreements, written or
oral, that have not been set forth in the text of this Agreement.
F. Severability: Should any part of this Agreement be found void, the balance of the
Agreement shall remain in full force and effect.
G. Modification: This Agreement may only be modified by written instrument signed by
both Parties.
H. Written Notices: All communications regarding this Agreement shall be sent to the
parties at the addresses listed below by registered or 1st class mail, or by personal service, and
shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement
or such other address as may be hereafter specified in writing.
City Address:
Consultant Address:
City Clerk
Norm Dicks Government Center
345 - 6th Street, 6th Floor, Suite.600
Bremerton, Washington 98337-1873
Rice Fergus Miller Architecture & Planning
262 - 4th Street
Bremerton, Washington 98337
I. Waiver: Failure to enforce any provision of this Agreement shall not be deemed a
waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be
deemed waiver of any other right or power.
1. Non-Waiver of Breach: The failure of the City to insist upon strict performance of any
of the covenants and agreements contained herein, or to exercise any option herein conferred in
one or more instances shall not be construed to be a waiver or relinquishment of said covenants,
agreements or options, and the same shall be and remain in full force and effect.
K Compliance with Laws: Consultant shall comply with all applicable Federal, State,
and local laws in performing its obligations under this Agreement.
L. Choice of Law and Venue: This Agreement shall be interpreted according to the laws
of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement
shall be brought in Kitsap County Superior Court.
M. Attorneys' Fees: In the event of litigation to enforce any of the terms or provisions
herein, each party shall pay all its own costs and attorney's fees.
N. Assignment: Any assignment of this agreement by the Contractor without the written
consent of the City shall be void.
Vlll. Nondiscrimination: Consultant shall not discriminate in employment or services to the
public on the basis of race, color, national origin, sex, religion, age, marital status, or disability,
except for employment actions based on bona fide occupational qualification.
BremertonJRice Fergus Miller Architecture & Planning
Court Facilirj"- Phase I = Pre=Design & Progr~mrrling
Page 50f7
IX. Termination: This Agreement shall remain in force until completion and acceptance of
the services, terminated by written instrument upon mutual consent, or by the City of Bremerton
for convenience. This Agreement may be immediately terminated for cause by a Party if the
other Party substantially fails to perform through no fault of the terminating Party, and the non-
performing Party does not commence correction of the failure of performance within thirty (30)
days of the terminating Party's sending notice to the non-performing Party. Any Notice by
Consultant shall include a report showing the status of all items listed in the Scope of Work
current through the termination date.
If the City receives reimbursement by any federal, state, or other source for work described in
Section I herein, and that funding is withdrawn, reduced or limited in any way, or the project is
cancelled or substantially reduced after the execution date of this Agreement and prior to the
completion of the work, the City may summarily terminate this Agreement.
A. Excusable Delays: The right of Consultant to proceed shall not be terminated nor shall
Consultant be charged with liquidated damages for any delays in the completion of the work due
to: 1) any acts of the federal government in controlling, restricting, or requisitioning materials,
equipment, tools, or labor by reason of war, national defense, or other national emergency; 2)
any acts of the City, its consultants, or other public agencies causing such delay; and 3) causes
not reasonably foreseeable by the parties at the time of the execution of the Agreement that are
beyond the control and without the fault or negligence of the Consultant, including, but not
restricted to, acts of God, fires, floods, strikes, or weather of unusual severity. PROVIDED,
HOWEVER, that the Consultant must promptly notifY the City within ten (10) calendar days in
writing of the cause of the delay. If, on the basis of the facts and the terms of this Agreement,
the delay is properly excusable, the City shall, in writing, extend the time for completing the
work for a period oftime commensurate with the period of excusable delay.
B. Rights Upon Termination: In the event of termination, the City shall pay for all
services performed by the Consultant to the effective date of termination, as described on a final
invoice submitted to the City. After termination, the City may take possession of all records and
data within the Consultant's possession pertaining to this project which may be used by the City
without restriction. Any such use not related to the project which Consultant was contracted to
perform shall be without liability or legal exposure to the Consultant.
CI~ME
By: Ca-J B iJ ze.rna V)
its: Mafj()Y
Date: 10".Lj -tJ ~
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By:~t\it,ft(CG
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Date: q ''l-I.t9(;1
Bremerton!Rice Fergus Miller Architecture & Planning
Court FacHity- Phase I - Pre-Design & Prograrnming
Page 60[7
s to [Of/
ity Attorney
R:\LEGAL\Contracts\FORMS\Professional Services Agreement Form (2003).doc
Bremerton/Rice Fergus Miller Architecture & Planning
CowL Facility- Ph.ase I - Pre-Design & Progrillnniing
Page 70f7
Bremerton Courts Predesign Study
Predesign Workplan
August 29, 2006
Project No: 2006078.00
EXHIBIT A
PREDESIGN WORKPLAN
Meetin~ One: Orientation (SR, RH)
Protocol
· Set steering committee
· Discuss overall design process
1. Predesign as a tool to set scope/budget
2. What is included in a project budget?
3. Set project schedule
Visioning exercise
· What are goals and objectives?
· Prioritize goals and objectives
Outline a typical day/week; list the sequence of activities for the Court
· Is delivery of service handicapped by current facility layout - if so, how?
Future directions
· Video arraignment?
· Impacts of adding future Court space
1. Added ancillary space (what and how much)
2. Design in infrastructure (mechanical, electrical, communications, etc.) in
phase one to support expansion?
Expected outcome from meeting:
· Confirm the decision making process
. Fix goals for project
· Understand current and future operating strategies
. Set visitation dates
. Formalize goals and objectives board
. Agreement on schedule
Meeting Materials:
· Power point on prototypical project development process
· Flip chart
. Camera
Meetin~ Two: Site Visitations (RH, RE)
Set visitation schedule to visit Issaquah and Kirkland
1. What characteristics of these facilities work well?
2. What characteristics do not work well?
1 of 4
Bremerton Courts Predesign Study
Predesign Workplan
August 29, 2006
Project No: 2006078.00
3. Difference in delivery of administering Courts services by jurisdiction?
2 of 4
Bremerton Courts Predesign Study
Predesign Workplan
August 29,2006
Project No: 2006078.00
Expected outcome from meeting:
· Understand desirable functional characteristics from other projects
· Define new operational models and how they are reflected in a new facility
Meeting Materials:
· Camera, tape, minicorder
Meetin~ Three: Options Presentation
(SR, RH, RE)
Present draft of revised space program for consideration.
Present diagrammatic development options
· Present site parameters drawing (zoning/ordinance constraints)
· 2 to 3 site diagrams with expansion indicated
· "Bubble" diagram(s) indicating interior adjacencies and relation to site
Expected outcome from meeting:
· Narrow range of site options and program space
Meeting Materials:
· 36" x 42" boards - program, ordinance site plan, adjacency plans, site plans
· Goals & objectives board
· Markers, flimsy, camera
Meetin~ Four: Preferred Option Presentation
(SR, RH)
· Present preferred combined site/"bubble" interior diagram
· Present final space program
· Discuss project cost to be developed
1. Define furnishing budget
2. Define equipment budget
3. Define additional soft costs to the degree possible
Expected outcome from meeting:
· Concur on a final site/plan direction
· Define equipment and soft cost parameters
Meeting Materials:
· 36" x 42" boards - program, ordinance site plan, adjacency plans, site plans
· Goals & objectives board
· Markers, flimsy, camera
3 of 4
Bremerton Courts Predesign Study
Predesign Workplan
August 29, 2006
Project No: 2006078.00
Turn in Draft Report for Comment
. Inclusive of project budget information
Meetin~ Five: Comment Review/Incorporation (SR, RH)
. Review and discuss owner comments/additions to draft report
Expected outcome from meeting:
· Concurrence on content of final document
Meeting Materials:
. Boards from meeting four
. Goals & objectives board
. Markers, flimsy, camera
Turn in Final Report
BH2006078 City of Bremerton Courtsl2-AdminlContractlCourts Predesign Exhibit A 08 29 06.doclSD
4of4
EXHIBIT B
PHASE I
PRE-DESIGN & PROGRAMMING
SCHEDULE
RFM will complete the Exhibit A scope within approximately 45-days of approval and
notification to proceed by the City. The City anticipates as many as four (4) meetings
with RFM during this Phase I work.
Municipal Court Facility
Exhibit B - Phase I - Schedule
Br..emerton Courts Predesign Study
PrGject Budget Summary
August 29, 2006
Project No: 2006078.00
PROJECT BUDGET SUMMARY
'~Qor
$16,188
''UR~j~~~I~~, .F'?;"-t::]i!1"jH!
Billing Cost(irom'hudget sh~e[)
Contingency (%)
Escalation (%)
Subtotal Arch. Compensation
Direct Expenses (consultants)
Civil
S tru ctu ra I
Mechanical
Electrical
Cost Estimate
Other
Subtotal Direct Expenses
Direct Exp. with Mark-up 110%
PROPOSED COMPENSATION
300 SCHEMATIC DESIGN
Billing Cost (from budget sheet)
Contingency (%)
Escalation (%)
Subtotal Arch. Compensation
Direct Expenses (consultants)
Civil
Structural
Mechanical
Electrical
Cost Estimate
Other
Subtotal Direct Expenses
Direct Exp. with Mark-up 110%
PROPOSED COMPENSATION
500 CONTRACT DOCS.
Billing Cost (from budget sheet)
Contingency (%)
Escalation ('Yo)
Subtotal Arch. Compensation
Direct Expenses (consultants)
Civil
Structural
Mechanical
Electrical
Cost Estimate
Other
Subtotal Direct Expenses
Direct Exp. with Mark-up 110%
PROPOSED COMPENSATION
$16,188
$3,000
$3,000
$3,300
'i<,$~~,,<t~~
E)('Hj8~T C
200
SITE ANALYSIS
Billing Cost (from budget sheet)
Contingency (%)
Escalation (%)
Subtotal Arch. Compensation
Direct Expenses (consultants)
Civil
Structural
Mechanical
Electrical
Cost Estimate
Other
Subtotal Direct Expenses
Direct Exp. with Mark-up
PROPOSED COMPENSATION
110%
400 DESIGN DEVELOPMENT
Billing Cost (from budget sheet)
Contingency (%)
Escalation (%)
Subtotal Arch. Compensation
Direct Expenses (consultants)
Civil
Structural
Mechanical
Electrical
Cost Estimate
Other
Subtotal Direct Expenses
Direct Exp. with Mark-up
PROPOSED COMPENSATION
110%
600 BID I NEGOTIATION
Billing Cost (from budget sheet)
Contingency (%)
Escalation ('Yo)
Subtotal Arch. Compensation
Direct Expenses (consultants)
Civil
Structural
Mechanical
Electrical
Cost Estimate
Other
Subtotal Direct Expenses
Direct Exp. with Mark-up
PROPOSED COMPENSATION
Page 1 of 2
110%
" \
A
Bremerton Courts Predesign Study
..
Project Budget Summary
August 29, 2006
700 CONTRACT ADMIN.
Billing Cost (from budget sheet)
Contingency (%)
Escalation (%)
Subtotal Arch. Compensation
Direct Expenses (consultants)
Civil
S tru ctu ra I
Mechanical
Electrical
Cost Estimate
Other
Subtotal Direct Expenses
Direct Exp. with Mark-up 110%
PROPOSED COMPENSATION
Project No: 2006078.00
$16,188
PROJECT TOTALS (PHASES 1-7)
Total Billing Cost
Total Contingency
Total Escalation
Total Arch. Compensation
Direct Expenses (consultants)
Civil
Structural
Mechanical
Electrical
Cost Estimate
Other
Subtotal Direct Expenses
Total Direct Exp. with Mark-up
TOTAL PROPOSED COMP.
Page 2 of 2
$16,188
$3,000
$3,000
$3,300
$19,488