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5271
RICE FERGUS MILLER ARCHITECTS
Kitsap Conference Center Expansion Pro�ect
Public Works
LEG 12-1
8/2/2013
m
PROFESSIONAL SERVICES AGItEEMENT
Kitsap Conference Center Expansion Project
The City of Bremerton ("City") and Rice Fergus Miller Architects ("ConsultanY'),
refen�ed to collectively as the "Parties," enter into the following Agreement for professional
services:
I. Scope: The Consultant agrees to perform the services more specifically descnbed in the
Scope and Schedule Work, dated July 2, 2013, attached hereto as Exhibit A, wluch 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 pra.ctices m effect at the time such services are performed.
II. Term: The City and the Consultant agree that work will begin on the tasks described in
Exhibrt 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 described m
Exhibit A; 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.
III. Compensation: In consideration of the services provided pursuant to th�s Agreement, the
City shall pay Consultant in an amount not to exceed $79,000, excluding any applicable sales
tax.
The Consultant shall submit regular billing statements detailing work performed and
amount charged on each task or pornon thereof. The descriptions shall conform to and fall
wrthin the categones 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
billmg fees shall be as delineated in Exhibit B.
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 tlus
Agreement. Consultant shall only be compensated for additional services if requested pursuant
to Section I and, if not otherwise provided, such compensat�on shall be in accordance with
Exhibit B.
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. Relations6ip of Parties: Consultant represents that it is skilled in the matters addressed
m the Scope of Work and is performmg independent functions and responsibilities within its
field of expertise. Consultant and its personnel are independent Consultants and not employees
Bremerton/Rice Fergus Miller
Kitsap Conference Center Expansion Project
Page 1 of 1 l
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 wrthhold the delinquent amount, plus any additional chazges
ansing from the delinquency, from any payments due Consultant.
V. Indemnification:
Architects. Engineers and Any Other Professional Listed In and Performm� Services
Defined in RCW 4 24.115: Should a court of competent jurisdiction determine that Consultant's
services provided pursuant to this Agreement is subject to RCW 4.24.115, then, in the event of
liability for damages ansing out of bodily injury to persons or damages to property caused by or
result�ng 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
INDEMI�TIFICATION PROVIDED HEREIN CONSTITUTES THE CONSULTANT'S
WANER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY
FOR THE PURPOSES OF THIS INDEMNIFICATION. THE PARTIES FURTHER
ACKNOWLEDGE THAT 'TI�Y HAVE MUTUALLY NEGOTIATED THIS WAIVER.
The provisions of this section shall survive the expiration or terminat�on of this Agreement
VI. Insurance: The Consultant shall procure and maintam for the duration of the Agreement,
insurance against claims for injunes 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 m this Agreement, the Consultant shall
provide a Certificate of Insurance evidencing:
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Kitsap Conference Center Expansion Project
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1. Automobile Liabilitv insurance with limits no less than $1,000,000 combined single
limit per accident for bodily mjury and property damage; and
2. Commercial General LiabiGtv insurance written on an occwYence 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 (XCtn if applicable; and employer's
liability; and
3. Ezcess Liabilitv insurance with lirnits not less than 1,000,000 limit per occurrence and
aggregate
4. Professionai Liabilitv insurance v�nth limits no less than $1,000,000 limit per
occurrence%laim.
Any payment of deductible or self insured retention shall be the sole responsibility of the
Consultant.
All required policies shall be pmvided 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
msurance 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 shall 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 statmg
that coverage shall apply separately to each insured agau►st whom claim is made or swt 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 it shall be
an affirmat�ve obligation upon Consultant to advise the City's Risk Manager by fax at (360) 473-
5161, or by certified mail, retum receipt requested to City of Bremerton, attn Risk Management,
345 6`" Street, Suite 600, Bremerton, WA 98337 within two days of the cancellation, suspension
or substantive change of any insurance policy set out herein, and failure to do so shall be
construed to be a breach of this Agreement.
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.
VII. General Conditions:
A Reports and Informadon: When requested by the City, Consultant shall fumish
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
Bremerton/Rice Fergus Miller
Kitsap Conference Center Expansion Project
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accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to
substantiate all billed amounts.
B. Ownership and Use of Records and Documents• Onginal documents, drawings,
designs and reports, including those in electronic format, developed under ttus 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 �onsultant 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 m
Consultant's possession or known to it, or is rightfully obtained by the Consultant from third
parties, Consultant shall beaz 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, Washuigton. 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
informataon m the City's offices. Duphcate copies of this information shall be provided to the
City upon its request, and at reasonable cost
All documents, mcluding 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 aze 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 ut�lize 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
E. Ent�re Agreement: This Agreement and rts Exlubits 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 Severabilitv• 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.
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ICitsap Conference Center Expans�on Project
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H. Written Notices: All communications regarding this Agreement shall be sent
to the parties at the addresses listed below by registered or lst 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 herea�er specified in writing.
City Address
100 Oyster Bay Avenue N.
Bremerton, WA 98312
Consultant Address
275 Fifth Street, Suite 100
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
J Non-Waiver of Breach: The failure of the City to msist 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 ophons, and the same shall be and rema�n 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 m Kitsap County Superior Court.
M Attornevs' 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 Assi�nment: Any assignment of this agreement by the Contractor without the written
consent of the City shall be void.
VIII. 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, disability, or
sexual onentarion except for employment actions based on bona fide occupational qualification.
IX. Termiaation: This Agreement shall remain in force until completion and acceptance of
the services, termmated 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 termmating 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
cw�rent through the termination date.
BremertonlRice Fergus Miller
Kitsap Conference Center Expansion Project
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If the City receives reimbursement by any federal, state, or other source for work descnbed 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 pnor 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 temunated nor shall
Consultant be chazged 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
restncted to, acts of God, fires, floods, strikes, or weather of unusual seventy. 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 of time commensurate with the penod of excusable delay
B. Ri�U�on 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 withm 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.
X. Suspension & Debarment. For contracts involving Federal funding, Consultant hereby
certifies, by signing this agreement, that neither it nor its principals are presently debatred,
suspended, proposed for debarment, declazed meligible, or voluntanly excluded from
participation in this transaction by any Federal department or agency Consultant shall provide
immetliate wntten notice to the City if at any time it learns that it is or has become ineligible for
certification. Should Consultant enter into a covered transaction with another firm, Consultant
agrees by signing this agreement that it will verify that the firm with whom it intends to do
business is not debarred, suspended, ineligible, excluded or disqualified.
Bremerton/Rice Fergus Miller
Kitsap Conference Center Expansion Project
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CITY OF BREMERTON
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Approved as to form:
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Bremerton City Attorney
Bremerton/Rice Fergus Miller
Kitsap Conference Center Expansion Project
Page 7 of 11
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CONSULTANT
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Date: ? •�2 •?.rr��`�
Attest: '
Clerk
Appendix A
Scope and Schedule of Services
Kitsap Conference Center Expansion Project
July 2, 2013
I. Project Description
This pro�ect, to be constructed for the City of Bremerton, is the initial build-out of approximately 6,500
SF of unoccupied third-floor space in the Commuter Retail/Office Building. Originally designed to
accommodate office users, this space wiil instead be built out for meetmg/assembly use, prompting
some upgrades and limiting occupancy counts. New space mcludes five meeting rooms with a total
of three operable partition wails, a seroice pantry, restrooms, and storage. An already-tonstructed
corndor serves the new space. This new conference space w�ll serve to expand the capacity of the
existing Conference Center located in the bwlding's mam level. The pro�ect wdl be publiciy bid with
prevailing wage rates. Columbia Hospitality, the City's contracted operator at the Conference Center,
will participate with the City in the planning of this expansion
I1. Scope of Services
Consuitant and its sub-consultants will provide the foilowmg basic services to produce construction
documents swtabie for acquinng building permits and bidding to the public:
• Architecture and Interior Design
o Construction documents, including cover sheet information; ex�ting and occupancy
plan; floor plan; reflected ceiling plan; door schedule, and remedial work on the
second floor (Kitsap Transit space) if required for ceiling or chases.
o Fmish selections for floors, walls, wall partitions, cedings, doors, hardware, and other
materials found m the work.
o Technical specificat�ons, mcluding owner-provided front end.
o Assistance/support during bid penod administered by the City of Bremerton
(answering b�dder quesnons and issuing clarifications and up to one addendum)
o Up to three (3) Team/Owner coordination meetings.
o Coordination of inechanical, electncal and structural engineermg work, inciuding roof
penetration for the new HVAC urnt.
o Delineation of one add�t�ve alternate (Meeting Rooms 1 and 2) and of two simple
dedudive alternates (such as carpet or paint).
• Structural Engineenng
o Construction documents for strengthening of third floor central girder (four bays) and
the placement point for the new HVAC unit on the roof.
• Mecharncal Engineering
o Performance design specifications and general floor plan for needed additional 15-ton
HVAC system and distnbution, plumbing, and fire sprinkler work.
o Assistancelsupport dunng bid period admmistered by the City of Bremerton
(answenng bidder questions and issuing clarifications/addenda).
• Electrical Engineering
Bremerton/Rice Fergus Miller
Kitsap Conference Center Expansion Project
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o Design and construction documents for service and power distribution mcluding new
transformer, lighting with required day light zone control and automatic shut-off
control, telephone/data communications system, and fire alarm rystem.
o Compliance with requirements of the energy code.
o One meeting with special lighting designer.
o Attendance at up to two (2) coordination meetings.
o Pe�formance specification for audio-visual system.
o Design for wireless access in all meeting rooms.
o Design for Access Control connected to existing system.
Cost Estimating
o One estimate at 50�/o construction documents pragress.
Constn.iction Cost Containment
o RFM will actively engage with the City's Pro�ect Manager as the design documents are
developed, to mcorporate processes, techrnques, and materials to mmimize
construction expense.
Iil. Additional5ervices
Recognizing the value and e�ciency of continuing with the project design consultant through the
project construdion phase, the City anticipates it will request addit�onal services through a separate
contrad or addendum, for some or all of the following.
• Construction Admirnstration, inciuding interpretation of the const�uttion documents;
submittal review, answenng requests for mformation (RFt's) and requests for substitutions;
review of design/build proposals against performance specificarons; review of shop drawmgs;
site visits for evaluation of the work's general conformance with the contract documents;
attendance at weekiy pro�ect meetings with the contractor, rev�ew of contractors requests for
payment substantial completion (punch list) activities; post-occupancy tasks, etc.
• Serv�ces for elevator design/replacement.
• Services in connection with commissiornng of HVAC and other systems.
• Structural engineering for roof inember strengthernng, includmg arch�tectural coordination
(may be required depending on moveable partition speufication).
• Discussions/meetings with agenaes havmg �urisdiction during the construction phase of the
pro�ect (City, L&I, etc )
• Other services deemed necessary, such as soil engmeers, hazardous materials surveyors, or
other consultants.
• LEED certification.
• Record documents.
• Permit submittals.
IV. Owner Responsibilities
The City of Bremerton will provide continuous proJect management. The City will provide its design
obJectives, constraints and criteria; in coordination with Kitsap Transit, the �ity will provide all
available dimensioned drawings describing existinQ improvements. The City wdl provide a Mawmum
Aliowable Construction Cost (MACC� amount with the Authonzation to Proceed�
V. Schedule
Per the Owner's published communitations:
• Design Team Authorization to Proceed - Thursday, July 11 "'
Bremerton/Rice Fergus Miller
Kitsap Conference Center Expansion Project
Page 9 of 11
• Design Team have construction documents ready for distribution to support City of
Bremerton bid advertisement — Friday, September 6`�
• Open bids — Monday, September 30"'
•(For reference: ant�cipated construction phase October 16, 2013 - March 31, 2014.)
VI. Compensation
Compensation for the services outimed in Section II above shall be a Fixed Fee of seventy-nine
thousand doilars ($79,000)
Additionai Services, if requested, will be billed on an hourly basis at standard hourly rates, as listed in
the attached Hourly Bdling Rate Sheet (Appendix 6); or, as agreed to prior to commencement of the
Additional Services.
Reimbursable expenses are not included in the Basic Services fee above. Any reimbursable expenses
authorized by the Owner wiil be bdled at cost plus 10%.
Vil. Terms of Agreement
The formal Owner-Architect agreement for this project consists of:
• Professional Services Agreement
• Appendix A(Scope and Schedule of Services)
• Appendix B(Rice Fergus Miller Hourly Billing Rate Sheet)
Bremerton/Rice Fergus Miller
Kitsap Conference Center Expansion Project
Page 10 of 11
Appendix B
Hourly Billing Rate Sheet
Rice Fergus Miller
July 2, 2013
Semor Principal in Charge:
Project Manager
Project Arch�tect
Technical Designer / Production Support.
Interior Designer.
Marketmg Staff
Pro�ect Coordinator
Adm�nistrative Staff
Graph�cs Visualization Staff
$ 220 00
$130.00 - $ 170 00
$ 95 00 - $ ] 70 00
$ 80 00 - $130.40
$ 75 00 - $130 00
$ 65 00 - $ 100 00
$ 80 00
$ 65.00 - $ 100 00
$ 80.00 - $140 00
Bremerton/Rice Fergus Miller
Kitsap Conference Center Expansion Project
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