ADDENDUM TO AGREEMENT BETWEEN OWNER AND ARCHITECT FOR PROFESSIONAL SERVICES PERFORMED BY JOSH PS
All Services provided by Josh PS (named herein as the Architect) for this project are subject to the terms and conditions set forth in these General Conditions as well as the signed "Letter of Agreement between Owner and Architect." Any modification must be approved in writing and signed by Josh PS and the Owner (named herein as the Owner). Other agreements made verbally or in writing that are inconsistent with the terms and conditions of these general conditions are not intended to apply to the services covered herein. Josh PS is not contracted with the General Contractor (named herein as Builder and Contractor) or any other Sub-contractor, Consultant, or supplier. It is expected the Owner contracts with the Contractor using the standard “A201-2017 General Conditions of the Contract for Construction,” and the Architect will perform services outlined in that contract whether it is used or not.
SECTION 1: FEE
1. Scope of Services: As outlined in the Letter of Agreement between Owner and Architect.
2. Hourly Rates for Personnel (through the calendar year of proposal):
a. $185 Principal Architect
b. $125 Project Manager
c. $95 Project Drafter
d. $70 Project Administrator
d. $300 Consultation rate when not engaged in full design services
3. Fee: The services for this project are provided hourly per the rates listed above depending on the skill level of staff. Only those services that have been completed shall be billed to the Owner. Additional services outside the agreed scope of work will be billed as an additional service beyond any stipulated maximum fees. Design fees are customarily around 10% of the total cost of construction in Seattle (around 15% for renovations). Multiple design iterations and changes requested by the Owner, Builder, and Municipality tend to increase design fees. Custom design of built-ins, fireplaces, stairs, doors, cabinets, flooring patterns, wall paneling, etc., as well as irregularities or complicated properties also tend to increase design fees.
4. Terms of Payment: Invoices shall be issued by the Architect within a few days of the end of each month and shall be payable by the Owner on presentation by cash or check. Invoices not paid within fifteen (15) days of invoice date shall be subject to a $50 late fee per month thereafter. The Architect will give notice of late payment 15 days after invoice date, and the Architect shall have the right to terminate Services seven (7) days after the late payment notice. The right to terminate under these terms shall be without liability to the Architect and shall be in addition to all other legal, equitable, or contractual remedies available to the Architect. The Owner shall have no right to set off against any billings of the Architect for disputed claims or withholding of services. Fees and costs (including any Attorney's fees) will be charged for any unpaid invoices referred for collection on all past due balances after 60 days of the invoice date.
5. Reimbursable Expenses not included in our fee:
a. Mileage will be billed at current IRS standards.
b. All other expenses and services not directly provided by the Architect will be charged at 1.1 X Cost including but not limited to printing, parking, postage, permit fees, etc. (Printing is ordinarily approximately $3 per 24x36 sheet and approximately $1 per sheet for each copy thereafter.)
SECTION 2: PERFORMANCE
1. Personnel: The Architect shall use appropriate personnel to perform Services as deemed appropriate for the project whether in-house or a third party. The cost of the Services of a third party shall be the responsibility of the Owner, and these services may be invoiced to the Owner as a reimbursable expense by the Architect. It shall be the responsibility of the Owner to pay the third party directly when the Architect requests an Owner to contract directly with a third party. The Architect shall have no obligation or liability to pay for the services provided by the third party to the Owner. The Architect will ask the Owner to contract directly with any additional Consultants/engineers that may be required to complete this Scope of Work including but not limited to structural engineers, geotechnical engineers, surveyors, etc. Such Consultants shall be liable for their own scope of work, and the Architect will coordinate the work of Consultants but shall not be liable for the work of Consultants. Services performed by the Architect will be performed by personnel with adequate skill and training to complete the task and overseen by a licensed architect where necessary. The Architect endeavors to perform services in the most cost-effective manner possible. Certain tasks must be completed by personnel with more experience/skill while other tasks may be performed by personnel with less experience/skill while under the supervision of appropriate mentorship. The cost of personnel performing tasks at a lower billing rate typically requires more time than personnel with a higher billing rate, so the balance of time to hourly rate typically results in the same cost to complete a task regardless of the hourly rate. At times, it may be appropriate to include additional personnel during meetings, so information can be assimilated simultaneously by all. The saves time in the repetition and diminishes miscommunication of relaying information to others. The Architect may select personnel at its own discretion.
2. Design Phases:
“Feasibility” services shall be billed hourly and include limited preliminary zoning and land use code research as required to facilitate initial project discussions with the Owner to determine basic limitation and opportunities for future development. The initial feasibility is not a complete analysis of the applicable codes but rather a broad analysis to understand the most common project parameters and how they may relate to the Owners goals. All findings will need to be later verified for compliance with the building department.
“Concept Design” services shall be billed hourly and include rough measurements and documentation of existing conditions as required to develop preliminary proposed floor plans and elevation drawings to communicate basic design intent to the Owner and for feasibility from a Builder. Precise documentation of any existing construction conditions shall be the responsibility of the Builder for determining feasibility of means, methods, and cost of construction.
Upon Owner approval of a concept, the Architect shall prepare “Permit Drawings” and documentation billed hourly with performance ("or similar") specifications as required by the Municipality. Additional design services beyond permit submittal requested by the Municipality shall be billed hourly. The Architect cannot forecast the design fee to coordinate requests from the Municipality. The Owner shall be responsible for paying any permit fees or review fees billed by the Municipality, but the Architect may pay for these fees as a reimbursable expense per the terms stipulated herein when deemed time sensitive by the Architect. Design fee estimates assume basic permit submittal for ordinary permit application, contract registration, financial responsibility statement, and prescriptive energy code forms. Additional permitting procedures for environmental critical areas, lot adjustments, variances, and other land use policy are not included in any design fee estimates.
“Construction Drawings” shall be billed hourly and include development of the plans beyond Municipality requirements to include detailed information as needed by the Builder to appropriately provide estimates and build the project according to the design intent. The Architect does not accept any liability for any aspects of the project, whether built or unbuilt, unless complete Construction Drawings have been completed for the entire project and authorized for use by the Architect. Because permit drawings are intended to convey the minimum standards required by building departments, the Owner hereby agrees that permit drawings approved by the Municipality are insufficient for construction purposes. For all aspects of construction, the Architect hereby requires the Owner to authorize commencement of Construction Drawings for all aspects intended to be built including but not limited to any applicable items such as window and door trims, built-ins, waterproofing details, ventilation details, foundation details, general millwork, roofing details, finish details, structural details, flooring details, lighting design, etc. The Architect will coordinate Construction Drawings with the Builder for pricing to be approved by the Owner prior to construction, and project changes requested by the Owner shall be billed hourly.
“Construction Administration” services shall be billed hourly and include the drawings, specifications, clarifications, and correspondence between the Owner, Consultants, Builders, Municipality, product suppliers, and other project team members as required during construction. During normal construction activity, this agreement requires the Architect to perform Construction Administration including regular site meetings deemed necessary by the Architect between the Builder and Architect and any required follow-up work to review progress and conformance with the design intent and Construction Drawings unless the Architect deems it unnecessary for the current work flow. Site meetings are normally held weekly and should correspond with milestones such as foundations, framing, roofing, window installation, siding, insulation, drywall, cabinetry, and finish carpentry. The Architect must be on site during the first day of siding installation for each unique area of siding materials. The Builder should coordinate with the Architect to schedule building inspections with the municipality when the Architect is available to attend. During Construction Administration, the Owner shall also require the Builder to submit monthly applications for progress payments for construction cost to the Architect for review and approval (or partial approval) prior to making payment to the Builder. The Architect shall review applications for progress payments to ensure appropriate materials and services invoiced have been successfully delivered, stored, installed, and are in conformance with the design intent of the Construction Drawings. The Owner agrees to authorize the Architect to perform Construction Administration services during construction to ensure the general Contractor executes the requirements represented in the Construction Drawings. The Architect does not accept any liability for any aspects of the project, whether built or unbuilt, unless complete Construction Administration has been completed for the entire project by the Architect. Construction shall never be authorized to begin in whole or in part of any portion of a project unless stipulated in writing by the Architect. If the Owner excludes the Architect during construction meetings and from correspondence with the Builder, the Owner is therefore waiving construction administration services and shall be billed one hour of the Architect’s hourly rate for each week until final inspection has been passed and certificate of occupancy has been issued. It is to the Owner’s benefit to protect their investment by including the Architect in all interactions with the Builder and during weekly construction meetings.
From time to time, there are administrative tasks billable to your project including but not limited to project setup to create the infrastructure to keep your project organized, project archiving to store records as required, scheduling, etc. We are diligent in our use of your time and allocate certain tasks to personnel with appropriate skill sets and billable rates.
3. Owner Designated Representative: The Owner shall designate an authorized representative before commencing Services who shall be responsible for providing information, instructions, and approvals on the Owner’s behalf. The Architect shall cooperate with the Owner’s Designated Representative in providing the Services. Such Representative shall be available to the Architect at all reasonable times. The Owner shall be responsible for all delays in performance of the Services caused by or arising out of the Owner’s unavailability or failure to provide information, instructions, or approvals. The Owner shall be responsible for keeping correspondence via email and telephone calls concise to limit extensive additional hourly billing.
4. Differing Conditions: The Architect shall be entitled to rely on the accuracy and completeness of all testing, services, reports, data, drawings, sketches, conversations, and other information furnished by the Owner, Builder, or Consultants regarding the project or the site. If the Architect believes any condition encountered on the site or during the course of the project is inaccurate or differs materially from that indicated, reflected, or referred at the time of the Architect’s proposal, the Architect shall notify the Owner within a reasonable time. Such differing conditions shall include but are not limited to: condition of existing structures; and the presence of asbestos or any substance or material categorized as hazardous or toxic by federal, state, or local laws and regulations. In such a case, the Architect shall not be required to continue performing the Services until such time as a change in compensation, time for performance, and/or other resolution of the differing condition has been mutually agreed to by the Owner and the Architect. Inasmuch as the remodeling and/or rehabilitation of an existing building requires certain assumptions be made regarding existing conditions, and because some of these assumptions cannot be verified without expending additional sums of money or destroying otherwise adequate or serviceable portions of the building, the Owner agrees that the Architect shall not be liable for any costs or damages incurred by Owner, any person, or entity resulting from concealed conditions in the existing building. The Architect shall have no responsibility or liability for the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials in any form at the project site, including, but not limited to asbestos, asbestos products, lead, polychlorinated biphenyl, or other toxic substances.
5. Changes and Delays: In addition to the change in compensation and/or time for the performance referred above, the Architect shall be entitled to an increase in compensation and/or time for performance for any other changes made in the scope of the Services as long as such changes do not arise from the negligence of the Architect. The Architect shall not be required to perform any work connected with a change unless the parties have agreed on the amount of or the basis for calculating the time and/or compensation associated with the change. The Architect shall be entitled to additional time and/or compensation for delays caused by or resulting from acts of the Owner, Contractors, sub-contractors, suppliers, or other third parties over whom the Architect has no control as long as the delay(s) are not caused by the Architect’s negligence. Because the Architect cannot control the costs of labor and materials, the proposed drawings and/or documents may need to be modified, so the project scope and design solutions are commensurate with the Owner’s construction budget and/or schedule. Any design changes relating to value engineering or any other scope changes requested by the Owner shall be billed hourly as an additional service. Any changes or additional work requested by the Municipality shall be billed hourly as an additional service.
6. Performance by Contractors, Sub-contractors, and Suppliers: The Architect shall not be required to make exhaustive, extensive, or continuous on-site or off-site inspections of the work. No acceptance or approval by the Architect of the work of Contractors, sub-contractors, or suppliers, whether expressed or implied, shall relieve the Builder, sub-contractors, or suppliers of their obligations to the Owner for the proper performance of their work
SECTION 3: LIABILITY
1. Insurance: The Architect, at its own expense, carries professional liability insurance. The policy is available for inspection at the Owner’s request. If the Owner desires coverage in addition to that carried by the Architect at the time the Agreement is issued, the Architect shall cooperate to obtain such additional insurance, if available, at the Owner’s expense. Notwithstanding any other provision in the agreements between the Architect and the Owner, nothing shall be construed to void, vitiate, or adversely affect the insurance coverage of either party.
2. Limitation of Liability: The Owner agrees to require the Architect be named as an additional insured for all insurance policies carried by Contractors, sub-contractors, and suppliers on which Owner has been or will be named as an additional insured. Regardless of the presence or absence of insurance coverage, the Architect shall not be liable for loss or damage occasioned by delays beyond the Architect control, or for loss of earnings, loss of use, or other incidental or consequential damages suffered by Owner or others, however caused. The Architect’s liability herein shall be limited as follows: (a) for insured liabilities, to the amount of insurance then available to fund any settlement, award or verdict; (b) for uninsured liabilities, up to 50 percent (50%) of the fee earned by the Architect under these General Conditions. The Owner expressly agrees to this limitation of liability.
3. Construction Means and Safety: The Owner hereby expressly agrees that the Architect shall have no responsibility for, control or right of control over any Builder, sub-contractor or supplier, their agents, employees, or others for whom they may be liable in connection with the means, methods, techniques, sequences, procedures and equipment used or not used by such Builders, sub-contractors, or suppliers in their performance of any phase of the work, for placing into operation any plant or equipment, or for any safety precautions or programs related to the Project. Responsibility and control for all such activities shall be solely and exclusively of the Owner, Builders, sub-contractors, and suppliers.
4. ECA Notice and Waiver of Liability: Properties designated as Environmentally Critical Areas (ECA) may be limited in development potential in whole or in part, and they also involve an inherent risk in any development, construction, demolition, or other activity. Owner acknowledges there are unique risks associated with development of ECA property including without limitation property damage, loss of use, personal injury, and death resulting from soil movement (such as landslides and mudslides), water movement, and water collection occurring on ECA property or on other property in the vicinity (ECA Risks). Owner acknowledges that not all risks can be eliminated by design and engineering on an ECA property. Owner, on behalf of Owner and Owner’s heirs, successors and assigns, waives any right to assert any and all claims against the Architect, whether known or unknown, for any loss or damage occurring either on or off an ECA property, including without limitation personal injury, death, property damage, and loss of use by reason of or arising out of development, alteration or construction on an ECA property. The Architect assumes no liability for the effects of land movement, settlement, or instability caused in any way on any ECA property including but not limited to landslide prone areas, liquefaction prone areas, steep slope areas, peat settlement prone areas, flood-prone areas, shorelines, etc. The Architect will assist in the coordination of efforts of the Owner and other expert professional Consultants such as geotechnical, civil, and structural engineers, but the Architect does not accept responsibility for any work, outcomes, decisions, requirements, design solutions, or construction relating to any Consultants’ scope of work.
5. Feasibility: The Architect is an Architectural design firm performing Architectural services limited to the design of buildings and similar appurtenances. Although the Architect has a broad knowledge of the construction industry, the Owner agrees that the Architect shall not be held liable for interpretations, predictions, or assumptions relating to the means, methods, and cost of construction, and these shall be the sole responsibility of the Builder. It is the Owner’s responsibility to rely upon estimates, bids, or proposals from the Builder who performs the construction represented in the design drawings. Similarly the Architect shall be permitted to rely upon guidance from the Municipality, engineers, product manufacturers, and Builders, and shall not be held liable for the interpretations, predictions, or assumptions of building codes, land use codes, or other governing restrictions. The Owner accepts that codes are vague and may not always be clearly interpreted for each Project, and throughout the course of the Project, work must be commenced by the Architect or Consultants without full interpretation of certain codes to enable the Municipality to review the work for compliance. The Architect will incorporate the rulings of the Municipality by modifying the work as needed, and the Owner accepts this is a usual part of the process and is billable work.
6. Mutual Non-Disparagement: The Owner and its associates agree not to, at any time, make, directly or indirectly, any oral or written public or private statements that are disparaging of the Architect, Josh PS, its products or services, and any of its present or former Consultants or employees. The Architect, Josh PS, and its present and former employees agree not, at any time, to make, directly or indirectly, any oral or written public or private statements that are disparaging of the Owner and its associates. The parties also agree not to directly or indirectly influence another individual, company, or digital platform to make disparaging comments about the Owner, Architect, or associates.
SECTION 4: MISCELLANEOUS
1. Ownership of Documents: All designs, drawings, specifications, notes, data, samples, materials, reports, reproducibles and other work developed by the Architect are "instruments of service" and shall remain the property of the Architect after the services have been completed or terminated. The Owner agrees not to use, reuse, or adapt any work product developed by the Architect on this project on any other project or application unless written agreement has been reached with the Architect regarding the terms and conditions for such use or reuse. The Owner also agrees not to use, reuse, or adapt any work product developed by the Architect for the specific project or application intended if the Architect services have been terminated prior to completion, unless written agreement has been reached for such further use. The Owner shall release, defend, indemnify and hold harmless the Architect from all claims, losses, liabilities, damages, expenses, and costs arising out of the unauthorized use or reuse of such work product.
2. Marketing: The Architect reserves the right to use imagery from all phases of the project for marketing purposes. Upon completion of the project, the Owner shall allow pre-arranged access to the Project for the Architect and a professional photographer to take photographs of the building for marketing purposes. The Architect reserves the right to display a jobsite sign on the construction site during construction and up to 2 months after the completion of construction. The Owner may notify the Architect to remove the sign at that time, and the Owner may remove it on their own after (7) seven days from that time.
3. Vacation: The Architect closes for summer vacation for 2 weeks around the 4th of July each year. No business is conducted during this time. We also observe typical holidays.
4. Plotting/Printing: The Architect attempts to be paperless whenever possible. When paper copies of drawings are required on standard 24x36, we will arrange for printing of the files with a professional printing company, so the Owner, Builder, sub-Contractor, or anyone else authorized may request prints directly at their own expense. For in-house planning and jobsite meetings, the Architect will print preliminary drawings and documents on 8.5x11 or 11x17 paper when necessary. It is required that the Builder has a copy of full-sized current drawings on the construction site at all times, and the approved permit and permit drawings must also be on the construction site at all times. If it has been determined that the Builder does not have a printed set of current drawings on site, the Owner shall allow the Architect to print the drawings and invoice the expense to the Owner. If this occurs, the Architect recommends withholding the cost of printing from the Builder’s next application for progress payment.
5. Electronic Correspondence: The Architect conducts most business in a paperless fashion and uses e-mail and cell phone calling for the majority of correspondence. E-mail and cell phone correspondence have inherent security risks and technical difficulties. The Owner and the Architect accept these risks and agree not to hold either party liable for any errors, omissions, unintended disclosures, loss of time, and any other consequence technological glitches may cause. The Owner agrees not use texting as a form of correspondence.
6. Travel: We prefer to minimize travel time, so we can devote our time to working on our projects. When possible, we prefer to schedule meetings at our office location to minimize travel time, but when necessary, it is important to conduct meetings at the project site or other locations. Pursuant to Washington State Labor and Industry policies, we bill for our time while traveling, and we endeavor to schedule site meetings outside typical rush hour times and also schedule project related calls (via Bluetooth hands-free calling) during the travel times when possible to make travel time more productive. https://www.lni.wa.gov/WorkplaceRights/files/policies/esc2.pdf
7. Dormant Projects: When a project is put on hold by Client request or lack of Client response for more than 1 month, the Architect will archive the project documents, and cancel any appointments with the building department and terminate any work underway with Consultants and by the Architect. The Client is responsible for any outstanding fees owed to the Architect, building department, Consultants or any other parties if a project is put on hold. Additionally, the Architect will archive files, and terminate monitoring of project related matters. If the project is put back into active status by Client request, the Architect will unarchive files and re-engage Consultants as required. The Client shall be responsible for the time spent unarchiving files and any duplicate time spent re-engaging consultants and coordinating with building departments.
SECTION 5: GENERAL
1. Dispute Resolution: The parties will cooperate in good faith to resolve any claims or disputes arising from this Agreement, including any construction defect claims, (“Disputes”) by mediation. If mediation is not successful, such Disputes shall be decided by arbitration which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association currently in effect at the time the Dispute arises. Any mediation or arbitration shall take place in Seattle, Washington, unless mutually agreed otherwise.
2. Costs and Attorney’s Fees: If any claim is made by either party under these General Conditions, the prevailing party shall be entitled to its costs and reasonable attorney’s fees for any arbitration or proceeding to enforce or challenge an arbitration or other award.
3. Termination: The Owner and the Architect have the right to terminate these General Conditions by giving seven (7) days' written notice to the other party for any reason. If the Architect is terminated for any reason other than a material breach of the terms and conditions of these General Conditions, the Owner shall be responsible for payment of all related costs, all expenses incurred or obligated at the date of termination, and all the Services performed by the Architect through the date of termination, including a proportionate share of the fee applicable to the Services performed through termination date.
4. No Third-Party Beneficiaries: Nothing in these General Conditions shall be interpreted or construed as giving any rights or benefits to anyone other than the Architect and the Owner.
5. Governing Law and Severability: These General Conditions shall be governed by Washington law. If any term, condition, or provision of these General Conditions or the application thereof to any circumstances is determined to be invalid or unenforceable to any extent, the remaining provisions of these General Conditions shall not be affected but shall instead remain valid and fully enforceable. These General Conditions incorporate and supersede all prior negotiations, agreements, and representations. Any amendments must be in writing and signed by both parties.
6. Waivers: No waiver by either party of any default by the other will operate as, or be construed as, a waiver of any future default, whether like or different in character.
7. Headings: The headings used in these General Conditions are for convenience and reference purposes only and are not to be used in interpreting or construing the substantive provisions of the General Conditions.