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CITY OF AUBURN
AGREEMENT FOR CONSULTING SERVICES
THIS AGREEMENT made and entered into on this ~ day of M/yr& ,
2009, by and between the City of Auburn, a municipal corporation of the State of Washington,
hereinafter referred to as "City" and Tres West Engineers, Inc, 2702 South. 42°d Street, #301
Tacoma, WA 98409, hereinafter referred to as the "Consultant."
WITNESSETH:
WHEREAS, the City is engaged in or readying itself to be engaged in its project of
General Construction, and is in need of services of individuals, employees or firms for electrical
engineering work on said project; and
WHEREAS, the City desires to retain the Consultant to provide certain services in
connection with the City's work on said project; and
WHEREAS, the Consultant is qualified and able to provide consulting services in
connection with the City's needs for the above-described work/project, and is willing and
agreeable to provide such services upon the terms and conditions herein contained.
NOW, THEREFORE, the parties hereto agree as follows:
1. Scope of Services
The Consultant agrees to perform in a good and professional manner the tasks described
in Exhibit "A" attached hereto and incorporated herein by this reference, with that degree
of care and skill ordinarily exercised under similar conditions by professional consultants
practicing in the same discipline at the same time and location. (The tasks described in
Exhibit "A" shall be individually referred to as a"task," and collectively referred to as
the "services.") The Consultant shall perform the services as an independent contractor
and shall not be deemed, by virtue of this Agreement and the performance thereof, to
have entered into any partnership, joint venture, employment or other relationship with
the City.
2. Additional Services
From time to time hereafter, the parties hereto may agree to the performance by the
Consultant of additional services with respect to related work or projects. Any such
agreement(s) shall be set forth in writing and shall be executed by the respective parties
prior to the Consultant's performance ;af the services there under, except as may be
provided to the contrary in Section 3 of this Agreement. Upon proper completion and
execution of an addendum (agreement for additional services), such addendum shall be
incorporated into this Agreement and shall have the same force and effect as if the terms
of such addendum were a part of this Agreement as originally executed. The
perfortnance of services pursuant to an addendum shall be subject to the terms and
conditions of this Agreement except where the addendum provides to the contrary, in
which case the terms and conditions of any such addendum shall control. In all other
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respects, any addendum shall supplement and be construed in accordance with the terms
and conditions of this Agreement.
3. Performance of Additional Services Prior to Execution of an Addendum
The parties hereby agree that situations may arise in which services other than those
described on Exhibit "A" are desired by the City and the time period for the completion
of such services makes the execution of addendum impractical prior to the
commencement of the Consultant's performance of the requested services. The
Consultant hereby agrees that it shall perform such services upon the oral request of an
authorized representative of the City pending execution of an addendum, at a rate of
compensation to be agreed to in connection therewith. The invoice procedure for any
such additional services shall be as described in Section 7 of this Agreement.
4. Consultant's Representations
The Consultant hereby represents and warrants that he has all necessary licenses and
certifications to perform the services provided for herein, and is qualified to perform such
services.
5. Ci 's Responsibilities
The City shall do the following in a timely manner so as not to delay the services of the
Consultant:
a. Designate in writing a person to act as the City's representative with respect to the
services. The City's designee shall have complete authority to transmit
instructions, receive information, interpret and define the City's policies and
decisions with respect to the services.
b. Furnish the Consultant with all information, criteria, objectives, schedules and
standards for the project and the services provided for herein.
c. Arrange for access to the property or facilities as required for the Consultant to
perform the services provided for herein.
d. Examine and evaluate all studies, reports, memoranda, plans, sketches, and other
documents prepared by the Consultant and render decisions regarding such
documents in a timely manner to prevent delay of the services..
6. Acceptable Standards
The Consultant shall be responsible to provide, in connection with the services
contemplated in this Agreement, work product and services of a quality and professional
standard in accordance with paragraph one herein and which is acceptable to the City.
7. Compensation
As compensation for the Consultant's performance of the services provided for herein,
the City shall pay the Consultant the fees and costs specified in Exhibit "B" attached
hereto and made a part hereof (or as specified in an addendum). The Consultant shall
submit to the City a monthly invoice or statement of time spent on tasks included in the
scope of work provided herein, and the City shall process the invoice or statement in the
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next billing/claim cycle following receipt of the invoice or statement, and shall remit
payment to the Consultant thirty (30) days thereafter receipt of invoice and in the normal
course, subject to any conditions or provisions in this Agreement or addendum.
8. Time for Performance and Term of Agreement
The Consultant shall perform the services provided for herein in accordance with the
direction and scheduling provided in Exhibit "C" attached hereto and incorporated herein
by this reference, unless otherwise agreed to in writing by the parties. The term of this
Agreement shall commence on the date of receipt by the Consultant, of a written Notice
to Proceed and shall terminate upon completion of the performance of the Scope of Work
provided herein, according to the schedule provided in Exhibit "C" attached hereto,
unless otherwise agreed to in writing by the parties.
9. Ownership and Use of Documents
All documents, reports, memoranda, diagrams, sketches, plans, surveys, design
calculations, working drawings and any other materials created or otherwise prepared by
the Consultant as part of his performance of this Agreement (the "Work Products") shall
be owned by and become the property of the City, and may be used by the City for any
, purpose beneficial to the City. The City understands and agrees that it shall not use the
work product of Consultant for other purposes than intended under this Agreement, or
under an addendum, without the prior written permission of the Consultant. Otherwise,
such uses shall be at the City's or user's sole risk and without any liability to Consultant.
10. Records Inspection and Audit
All compensation payments shall be subject to the adjustments for any amounts found
upon audit or otherwise to have been improperly invoiced, and all records and books of
accounts pertaining to any work performed under this Agreement shall be subject to
inspection and audit by the City for a period of up to three (3) years from the final
payment for work performed under this Agreement.
11. Continuation of Performance
In the event that any dispute or conflict arises between the parties while this contract 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 toward
successful completion of assigned duties and responsibilities.
12. Administration of Awreement
This Agreement shall be administered by Larry Elliot, PE Principal on behalf of the
Consultant, and by the Mayor of the City, or designee, on behalf of the City. Any written
notices required by the terms of this Agreement shall be served on or mailed to the
following addresses:
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City of Auburn Consultant
Steven Burke, Project Manager Tres Wes ngineers, Inc
Auburn City Hall Larry El t~jiF Principal
25 West Main Street 2702 So. 42°d Street 4301
Auburn, WA 98001-4998 Tacoma, WA 98409
(253) 876-1946 FAX (253) 333-8890 (253)472-3300
Email: sburke@auburnwa.gov Email: lje@treswest.com
13. Notices
All notices or communications permitted or required to be given under this Agreement
shall be in writing and shall be deemed to have been duly given if delivered in person or
deposited in the United States mail, postage prepaid, certified mail, return receipt
requested, and addressed, if to a party of this Agreement, to the address for the party set
forth above, or if to a person not a party to this Agreement, to the address designated by a
party to this Agreement in the foregoing manner.
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. Consultant shall not be responsible for damages arising from
any delays for causes beyond its reasonable control. Such causes include force majeure
events, acts of God, strikes, severe weather disruptions, riots, tenorist acts, wars, or
failure of any government agency to act in a timely manner. If the delays resulting from
such causes increase the cost, or time required by the Consultant to perform its services,
then Consultant shall seek an equitable adjustment in schedule and/or compensation.
Neither party herein shall be liable to the other for special, indirect, incidental or
consequential damages of any nature arising out of, or related to the performance of this
Agreement, whether founded in negligence, strict liability, warranty or breech of
contract.
14. Insurance
The Consultant shall be responsible for maintaining, during the tertn of this Agreement
and at its sole cost and expense, the types of insurance coverage's and in the amounts
described below. The Consultant shall furnish evidence, satisfactory to the City, of all
such policies. During the term hereof, the Consultant shall take out and maintain in full
force and effect the following insurance policies:
a. Commercial General Liability insurance, insuring the City and the Consultant against
loss or damages arising from premises, operations, independent contractors and
personal injury and advertising injury. The City shall be named as an insured under
the Consultant's Commercial General Liability insurance policy with respect to the
work performed for the City, with minimum liability limits of $1,000,000.00
combined single limit for personal injury, death or property damage in any one
occurrence.
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b. Such workmen's compensation and other similar insurance as may be required by
law.
c. Professional Liability insurance with minimum liability limits of $1,000,000.00.
d. Automobile Liability insurance covering all owned, non-owned, hired and leased
vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00
01 or a substitute form providing equivalent liability coverage. If necessary, the
policy shall be endorsed to provide contractual liability coverage.
15. Indemnification
The Consultant shall indemnify, defend and hold harmless the City and its officers,
agents and employees, or any of them from any and all claims, actions, suits, liability,
loss, costs, expenses, and damages of any nature whatsoever, including reasonable
attorney fees, to the extent of any negligent acts, errors or omissions of the Consultant, its
officers, agents, employees, or any of them in the performance of this Agreement except
for injuries and damages caused by the negligence of the City. If a final judgment is
rendered against the City, its officers, agents, employees and/or any of them, or jointly
against the City and the Consultant and their respective officers, agents and employees,
or any of them, the Consultant shall satisfy the same to the extent that such judgment was
due to the Consultant's negligent acts or omissions. Consultant's duty to defend
hereunder shall be to the extent of their negligent acts, errors or omissions.
16. Assijzmnent
Neither party to this Agreement shall assign any right or obligation hereunder in whole or
in part, without the prior written consent of the other party hereto. No assigntnent or
transfer of any interest under this Agreement shall be deemed to release the assignor from
any liability or obligation under this Agreement, or to cause any such liability or
obligation to be reduced to a secondary liability or obligation.
17. Amendment, Modification or Waiver
No amendment, modification or waiver of any condition, provision or term of this
Agreement shall be valid or of any effect unless made in writing, signed by the party or
parties to be bound, or such party's or parties' duly authorized representative(s) and
specifying with particularity the nature and extent of such amendment, modification or
waiver. Any waiver by any party of any default of the other party shall not effect or
impair any right arising from any subsequent default.
Nothing herein shall limit the remedies or rights of the parties hereto under and pursuant
to this Agreement.
18. Termination and Suspension
Either party may terminate this Agreement upon written notice to the other party if the
other party fails substantially to perform in accordance with the terms of this Agreement
through no fault of the party terminating the Agreement.
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The City may terminate this Agreement upon not less than seven (7) days written notice
to the Consultant if the services provided for herein are no longer needed from the
Consultant.
If this Agreement is terminated through no fault of the Consultant, the Consultant shall be
compensated for services performed prior to termination in accordance with the rate of
compensation provided in Exhibit "B" hereof.
19. Parties In Interest
This Agreement shall be binding upon, and the benefits and obligations provided for
herein shall inure to and bind, the parties hereto and their respective successors and
assigns, provided that this section shall not be deemed to permit any transfer or
assignment otherwise prohibited by this Agreement. This Agreement is for the exclusive
benefit of the parties hereto and it does not create a contractual relationship with or exist
for the benefit of any third party, including contractors, sub-contractors and their sureties.
20. Costs to Prevailing PartX
In the event of such litigation or other legal action, to enforce any rights, responsibilities
or obligations under this Agreement, the prevailing parties shall be entitled to receive its
reasonable costs and attorney's fees.
21. Applicable Law
This Agreement and the rights of the parties hereunder shall be governed by the
interpreted in accordance with the laws of the State of Washington and venue for any
action hereunder shall be in the county in Washington State in which the property or project
is located, and if not site specific, then in King County, Washington; provided, however,
that it is agreed and understood that any applicable statute of limitation shall commence
no later than the substantial completion by the Consultant of the services.
22. Captions, Headings and Titles
All captions, headings or titles in the paragraphs or sections of this Agreement are
inserted for convenience of reference only and shall not constitute a part of this
Agreement or act as a limitation of the scope of the particular paragraph or sections to
which they apply. As used herein, where appropriate, the singular shall include the plural
and vice versa and masculine, feminine and neuter expressions shall be interchangeable.
Interpretation or construction of this Agreement shall not be affected by any
determination as to who is the drafter of this Agreement, this Agreement having been
drafted by mutual agreement of the parties.
23. Severable Provisions
Each provision of this Agreement is intended to be severable. If any provision hereof is
illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect
the validity of the remainder of this Agreement.
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24. Entire Agreement
This Agreement contains the entire understanding of the parties hereto in respect to the
transactions contemplated hereby and supersedes all prior Agreements and
understandings between the parties with respect to such subject matter.
25. Counterparts.
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 signed by each of the parties and delivered to the other party.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
effective the day and year first set forth above.
CONSULTANT
~ - ~
~
Pete B. Lewis, Mayor N e: L ElliotTf
T • ncip
it al
Attest:
Da ' lle E. Daskam, City Clerk
Appr ed as t f
iel B. Hei City Attorney
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STATE OF WASHINGTON )
) ss.
COUNTY OF ~,g5- )
ON T IS 7i~ b day of d"e,44 , 200before me, personally
appeared 6, 4- R R V '15'1,L 1 DTT and , to
me known to be the 917~'S t~' 6►~ ~i~s cand
of the Contractor, the party(ies) who executed - the corporation/company that executed the within and
foregoing instrument, and acknowledged said instrument to be his/her/their the free and voluntary act and
deed of said corporation/company, for the uses and purposes therein mentioned, and on oath stated that
they were authorized to execute said instrument. ,
GIVEN under my hand and official seal this 7-13 b day of
r`' S~5G0
MP~N~ N
vy p,SN~N 453~,~D
~
200-!7.
NOTAF/Y PUBLIC in for the State of
Washington, residing at iC"RG,e GpM,,ly-ly
My Commission Expires: oS-3ip ~p
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CITY OF AUBURN
AGREEMENT FOR CONSULTANT SERVICES
EXHIBIT A
SCOPE OF WORK
The Consultant shall provide complete electrical engineering design and
construction administration services for the Generator Addition Project located at
the City of Auburn Senior Center and the City of Auburn Parks and Recreation
Administration Building, located within Les Gove Park, Auburn, Washington as
outlined below:
1. Provide complete electrical plan review / bid documents and specifications.
2. Attend pre-bid construction walk through with contractors.
3. Provide bi-weekly site visits to observe electrical construction as necessary.
4. Review and approval of all electrical submittals.
5. Answer RFI (Request for Information) and give direction as necessary.
6. Attend start-up and testing of both generators.
7. Review as-built documentation on site.
8. Provide one punch list at substantial completion and one back check of punch
list.
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CITY OF AUBURN
AGREEMENT FOR CONSULTANT SERVICES
EXHIBIT B
COMPENSATION
The Consultant shall provide services as described in the Scope of Work
(Exhibit A) for a lump-sum not-to-exceed fee of $ 12,000.
Consultant shall invoice monthly for services and expenses completed during
that month.
Additional Service and Expense Rates $/Hour
Principal Working On the Project or Senior Project Manager $150
Project Engineer $130
Engineer $110
Designer $ 95
CAD Operator $ 75
Clerical Support $ 55
Mileage Current IRS rate
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CITY OF AUBURN
AGREEMENT FOR CONSULTANT SERVICES
EXHIBIT C
DURATION OF AGREEMENT
Upon receipt of a written Notice to Proceed, the Consultant shall complete all
services as described in the Scope of Work (Exhibit A) within 196 calendar davs.
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