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AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT made and entered into by and between the City of Auburn, a Municipal
Corporation in King County, Washington, hereinafter referred to as "CITY" and Wilbert Precast, Inc.,
2215 Brooklyn Avenue, Spokane, Washington 99217 (Telephone: 509-325-4573) hereinafter referred
to as "CONSULTANT".
In consideration of the covenants and conditions of this Agreement, the parties hereby agree
as follows:
1. SCOPE OF WORK.
See Exhibit A, attached, and by this reference made a part of this
Agreement.
2. TERM.
The CONSULTANT shall not begin any work under this Agreement until
authorized in writing by the CITY. All work under this Agreement shall be completed
in sixty (60) days from the date of the authorized start.
The established completion time shall not be extended by the CITY in the
event of a delay attributable to the CONSULTANT, but may be extended by the CITY
in the event of a delay attributable to the CITY, or because of unavoidable delays
caused by an act of God or governmental actions or other conditions beyond the
control of the CONSULTANT. A prior supplemental Agreement issued by the CITY is
required to extend the established completion time.
3. COMPENSATION
The CITY shall pay the CONSULTANT for any completed work on a monthly
basis, per attached Exhibit B schedule, at the actual cost to the CONSLlLTANT.
Exhibit B is attached hereto and by reference made a part of this Agreement. These
charges may include, but are not limited to the following items: reproduction fees,
Agreement for ProfeSSional Services
Wilbert Precast, Inc.
November 7, 2005
Page 1 of 10
communication fees, and mileage. The billing for non-salary cost, directly identifiable
with the project, shall be submitted as an itemized listing of charges supported by
copies of the original bills, invoices, expense accounts and miscellaneous supporting
data retained by the CONSULTANT. Copies of the original supporting documents
shall be supplied to the CITY upon request. All above charges must be necessary for
the services provided under the Agreement.
In the event services are required beyond those specified in ttle Scope of
Work, and not included in the compensation listed in this Agreement, a contract
modification shall be negotiated and approved by the CITY prior to any effort being
expended on such services or work shall be authorized in writing under the
Management Reserve Fund as detailed in Section 4.
4. MANAGEMENT RESERVE FUND.
The CITY may establish a Management Reserve Fund to proVide flexibility of
authorizing additional funds to the Agreement for allowable unforeseen costs, or
reimbursing the CONSULTANT for additional work beyond that already defined in this
Agreement. Such authorization(s) shall be in writing, prior to the CONSULTANT
expending any effort on such services, and shall not exceed $25,000.00. This fund
may be replenished in a subsequent supplemental agreement. Any changes
requiring additional costs in excess of the Management Reserve Fund shall be
negotiated and approved by the QTY prior to any effort being expended on such
services.
5. RESPONSIBILITY OF CONSULTANT
The CONSULTANT shall be responsible for the professional quality, technical
accuracy, timely completion and the coordination of all studies, analysis, designs,
drawings, specifications, reports, and other services performed by the CONSULTANT
under this Agreement. The CONSULTANT shall, without additional compensation,
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Wilbert Precast, Inc.
November 7,2005
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correct or revise any errors, omissions, or other deficiencies in its plans, designs,
drawings, specifications, reports, and other services required The CONSULTANT
shall perform its services to conform to generally accepted professional and the
requirements of the CITY.
Any approval by the CITY under this Agreement shall not in any way relieve
the CONSULTANT of responsibility for the technical accuracy and adequacy of its
services. Except as otherwise provided herein, neither the CITY'S review, approval
or acceptance of, nor payment for any services shall be construed to operate as a
waiver of any rights under this Agreement or of any cause of action arising out of the
performance of this Agreement to the full extent of the law.
6. INDEMNIFICATION/HOLD HARMLESS.
The CONSULTANT shall indemnify and hold the CITY and its officers and
employees harmless from and shall process and defend at its own expense all claims,
demands, or suits at law or equity arising in whole or in part from the
CONSULTANT'S negligence or breach of any of its obligations under this Agreement;
provided that nothing herein shall require the CONSULTANT to indemnify the CITY
against and hold harmless the CITY from claims, demands or suits based solely upon
the conduct of the CITY, their agents, officers and employees and provided further
that if the claims or suits are caused by or result from the concurrent n1egligence of
(a) the CONSULTANT'S agents or employees and (b) the CITY, their agents, officers,
and employees, this indemnity provision with respect to (1) claims or suits based
upon such negligence, (2) the costs to the City of defending such claims and suits,
etc. shall be valid and enforceable only to the extent of the CONSULTANT'S
negligence or the negligence of the CONSULTANT'S, AGENTS, OR EMPL.OYEES. The
provisions of this section shall survive the expiration or termination of this
Agreement.
Agreement for Professional Services
Wilbert Precast, Inc.
November 7,2005
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7. INDEPENDENT CONTRACTOR/ ASSIGNMENT.
The parties agree and understand that the CONSULTANT is an independent
contractor and not the agent or employee of the CITY and that no liability shall
attach to the CITY by reason of entering into this Agreement except as otherwise
provided herein. The parties agree that this Agreement may not be assigned in
whole or in part without the written consent of the CITY.
8. INSURANCE
CONSULTANT shall procure, and maintain for the duration of this Agreement,
commercial general liability insurance against claims for injuries to persons or
damage to property which may arise from, or in conjunction with, services provided
to the CITY by the CONSULTANT, its agents, employees or subcontractors, under
this Agreement. The CONSULTANT agrees to provide commercial general liability
insurance and shall maintain liability limits of no less than One Million Dollars
($1,000,000) per occurrence and One Million Dollars ($1,000,000) general
aggregate. The CONSULTANT shall also provide and maintain profeSSional liability
coverage in the minimum liability limits of One Million Dollars ($1,000,000) per claim
and One Million Dollars ($1,000,000) aggregate.
The general liability coverage shall also proVide that the CITY, its officers,
employees and agents are to be covered as additional insured as respects: liability
arising out of the services or responsibilities performed by and under obligation of
the CONSULTANT under the terms of this Agreement, by the CONSULTANT, its
employees, agents and subcontractors.
Both the general liability and profeSSional liability coverage shall provide that
the CONSULTANT'S insurance coverage shall be primary insurance as respects the
CITY, its officials, employees and agents. Any insurance or self insurance maintained
by the CITY, its officials, employees or agents shall be excess to the CONSULTANT'S
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Wilbert Precast, Inc.
November 7, 2005
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insurance and shall not contribute with it. Each insurance policy required by this
section of the Agreement shall be endorsed to state that coverage shall not be
suspended, voided, or cancelled except when thirty (30) days prior written notice has
been given to the CITY by certified mail return receipt requested. All insurance shall
be obtained from an insurance company authorized to do business in the State of
Washington. The CONSULTANT agrees to provide copies of the certificates of
insurance to the CITY specifying the coverage required by this section within 14 days
of the execution of this Agreement. The CITY reserves the right to require that
complete, certified copies of all required insurance policies be submitted to the CITY
at any time. The CITY will pay no progress payments under Section 3 until the
CONSULTANT has fully complied with this section.
9. NONDISCRIMINATION
The CONSULTANT may not discriminate regarding any services or activities
to which this Agreement may apply directly, or through contractual, hiring or other
arrangements on the grounds of race, color, creed, religion, national origin, sex, age,
or where there is the presence of any sensory, mental, or physical handicap.
10. OWNERSHIP OF RECORDS AND DOCUMENTS.
The CONSULTANT agrees that any and all drawings, computer discs,
documents, records, books, specifications, reports, estimates, summaries and such
other information and materials as the CONSULTANT may have accumulated,
prepared, or obtained as part of providing services under the terms of this
Agreement by the CONSULTANT, shall belong to and shall remain the property of the
CITY OF AUBURN. In addition, the CONSULTANT agrees to maintain all books and
records relating to its operation and concerning this Agreement for a period of six (6)
years following the date that this Agreement is expired or otherwise terminated. The
CONSULTANT further agrees that the CITY may inspect any and all documents held
Agreement for Professional Services
Wilbert Precast, Inc.
November 7,2005
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by the CONSULTANT and relating to this Agreement upon good cause at any
reasonable time within the six (6) year period. The CONSULTANT also agrees to
provide to the CITY, at the CITY'S request, the originals of all drawings, documents,
and items specified in this Section and information compiled in providing services to
the CITY under the terms of this Agreement.
11. CERTIFICATION REGARDING DEBARMENT. SUSPENSION. AN[) OTHER
RESPONSIBIUTY MATTERS - PRIMARY COVERED TRANSACTIONS.
The prospective CONSULTANT certifies to the best of its knowledge and
belief, that it and its principals:
(a) Are not presently debarred, suspended, proposed for debarment,
declared ineligible or voluntarily excluded from covered transactions
by any federal department or agency;
(b) Have not, within a three-year period preceding this proposal, been
convicted of or had a civil judgment rendered against them for
commission or fraud or a criminal offense in connection with
obtaining, attempting to obtain, or performing a public (federal,
state, or local) transaction or contract under a public transaction
violation of federal or state antitrust statues or commission of
embezzlement, theft, forgery, bribery, falsification or destruction of
records, making false statements, or receiving stolen property;
(c) Are not presently indicted for, or otherwise criminally or civilly
charged by, a governmental entity (federal, state, or local) with
commission of any of the offenses enumerated in para~Jraph "b" of
this certification; and
Agreement for ProfeSSional Services
Wilbert Precast, Inc.
November 7, 2005
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(d) Have not within a three-year period preceding this
application/proposal had one or more public transactions (federal,
state or local) terminated for cause or default.
Where the prospective primary participant is unable to certify to any of the
statements in this certification, such prospective participant shall attach an
explanation to this proposal
12. TERMINATION OF AGREEMENT.
This Agreement may be terminated by either party upon twenty (20) days
written notice to the other party, and based upon any cause. In the event of
termination due to the fault of other(s) than the CONSULTANT, the CONSULTANT
shall be paid by the CITY for services performed to the date of termination.
Upon receipt of a termination notice under he above paragraph, the
CONSULTANT shall (1) promptly continue all services affected as directed by the
written notice, and (2) deliver to the CITY all data, drawings, specifications, reports,
estimates, summaries, and such other information and materials as the
CONSULTANT may have accumulated, prepared or obtained in performing this
Agreement, whether completed or in process.
13. GENERAL PROVISIONS.
13.1 This Agreement shall be governed by the laws, regulations, and
ordinances of the City of Auburn, the State of Washington, Kin9 County, and
where applicable, Federal laws.
13.2 All claims, disputes and other matters in question arising out of, or
relating to, this Agreement or the breach hereof, except with respect to
claims which have been waived, will be decided by a court of competent
jurisdiction in King County, Washington. Pending final decision of a dispute
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Wilbert Precast, Inc.
November 7,2005
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hereunder, the CONSULTANT and the CITY shall proceed diligl:!ntly with the
performance of the services and obligations herein.
13.3 In the event that any dispute or conflict arises between the parties
while this Agreement is in effect, the CONSULTANT agrees that,
notwithstanding such dispute or conflict, the CONSULTANT shall continue to
make a good faith effort to cooperate and continue work towalrd successful
completion of assigned duties and responsibilities.
13.4 The CITY and the CONSULTANT respectively bind themselves, their
partners, successors, assigns, and legal representatives to the other party to
this Agreement with respect to all covenants to this Agreement:.
13.5 This Agreement represents the entire and integrated Agreement
between the CITY and the CONSULTANT and supersedes all prior
negotiations, representations or agreements either oral or written. This
Agreement may be amended only by written instrument signed by both the
City and the CONSULTANT.
13.6 Should it become necessary to enforce any terms or obligations of
this Agreement, then all costs of enforcement including reasonable attorneys
fees and expenses and court costs shall be paid to the substantially
prevailing party.
13.7 The CONSULTANT agrees to comply with all local, state and federal
laws applicable to its performance as of the date of this Agreement.
13.8 If any provision of this Agreement is invalid or unenforc:eable, the
remaining provisions shall remain in force and effect.
13.9 This Agreement shall be administered by Sono Hashisaki, on behalf
of the CONSULTANT, and by the Mayor of the CITY, or designee ( the Parks
Agreement for Professional Services
Wilbert Precast, Inc.
November 7,2005
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Director), on behalf of the CITY. Any written notices required by the terms
of this Agreement shall be served on or mailed to the followin!~ addresses:
City of Auburn Wilbert Precast, Inc.
Attn: Dan Scamporlina 2215 Brooklyn Avenue
910 9th ST S.E Spokane, WA 99217
Auburn, WA 98002 509-325-5098
253-931-3043
13.10 All notices or communications permitted or required to be given
under this Agreement shall be in writing and shall be delivered in person or
deposited in the United States mail, postage prepaid. Any such delivery shall
be deemed to have been duly given if mailed by certified mail, return receipt
requested, and addressed to the address for the party set forth in 13.9, or if
to such other person designated by a party to receive such notice. It is
provided, however, that mailing such notices or communications by certified
mail, return receipt requested is an option, not a requirement, unless
specifically demanded or otherwise agreed.
Any party may change his, her, or its address by giving! notice in
writing, stating his, her, or its new address, to any other party, all pursuant
to the procedure set forth in this section of the Agreement.
13.11 This Agreement may be executed in multiple counterparts, each of
which shall be one and the same Agreement and shall become effective
when one or more counterparts have been assigned by each of the parties
and delivered to the other party.
Agreement for Professional Services
Wilbert Precast, Inc.
November 7, 2005
Page 9 of 10
CONSULTANT
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Dan G. Terhaf::} fJJ ~UUofe Y'
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CITY OF AUBURN
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Peter B. Lewis, Mayor
NOV 2 9 2005
Date
ATTEST
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Dar1reue E. Daskam, City Clerk
Agreement for Professional Services
Wilbert Precast, Inc.
November 7, 2005
Page 10 of 10
Agreement for Professional Services
Wilbert Precast, Inc.
Exhibit A - Scope of Work
Mountain View Cemetery Cremation Mausoleum
Wilbert Precase, Inc. shall provide construction documents based on the
preliminary drawings produced by Wilbert Precast, Inc., dated September 6,
2005. The construction documents will consist of drawings and specifications
sufficient enough to get building permits the City of Auburn. The drawings will
include the mausoleum building and the courtyard niches on each side of the
building. The following Architectural Services will be provided as part of the
drawings and specifications.
Task 1.0 - Construction documents (Detailed Working Drawings)
Site Plan
Floor Plan
Foundation Plan
Sections and Details
Building and Wall Elevations
Granite Details
Structural Engineering and Details
(Drawings shall be stamped by Engineer licensed in the State of Washington)
Heating, Ventilation/Air Conditioning Plans and Details
Electrical Plan and Details
Specifications
Agreement for Professional Services
Wilbert Precast, Inc.
Exhibit B - Compensation
Mountain View Cemetery Cremation Mausoleum
Compensation
Design Service are based on the following schedule:
Architect $ 85.00 Hour
Structural Project Engineer $ 75.00 Hour
Designer $ 65.00 Hour
Incidentals, Drawings, Reproductions At Cost
The Architectural Services fee for the project shall be paid as work is completed
and shall not exceed $25,000.00 (This amount includes a $1,600.00 fee for a
preliminary drawing and rendering). The Drawings will be stamped by a
professional engineer licensed in the State of Washington. Wilbert Precast, Inc.
will orovide two (2) sets of Drawings/Specifications and a comouter generated
PDF file.
The following items are not included in this proposal:
Landscape design and drawings
Road design and drawings
Roofwater and site drainage design and drawings
Soils investigation/engineering
Erosion control design and drawings
Presentation color rendering