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HomeMy WebLinkAboutAG-S-003-09 McKinstry Essention, Inc t � 14, .1`F CITY OF AUBURN AGREEMENT FOR CONSULTING SERVICES THIS AGREEMENT made and entered into on this 'a day of 200 , by and between the City of Auburn, a municipal corporation of the Sta e of Washington, hereihafter referred to as "City" and, McKinstry Essention, Inc., a Washington Corporation, hereinafter referred to as the "Consultant." WITNESSETH : WHEREAS, the City is engaged in or readying itself to be engaged in its project of improving energy efficiency in City buildings , and is in need of services of individuals, employees or firms for consulting and 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 on Exhibit "A" attached hereto and incorporated herein by this reference. (The tasks described on 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. Exhibit A contemplates entering into subsequent agreements to implement the recommendations and projects that result from the Directed Engineering Study. However, nothing in this Agreement guarantees any subsequent work. 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 of 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 performance 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 Page 1 of 7 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. City'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 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 on Exhibit "A" attached hereto and made a part hereof (or as specified in an addendum), not to exceed Twenty Four Thousand Dollars and 00/100 ($24,000). The Consultant shall submit to the City an 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 next billing/claim cycle following receipt of the invoice or statement, and shall remit payment to the Consultant thereafter in the normal course, subject to any conditions or provisions in this Agreement or addendum. Page 2 of 7 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 "A." 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 hereof or on the day of , 200 , and shall terminate upon completion of the performance of the scope of work provided herein. 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. 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 Agreement. This Agreement shall be administered by Matt Wegworth, 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: City of Auburn Consultant Auburn City Hall Matt Wegworth 25 West Main Business Development Mgr Auburn, WA 98001-4998 McKinstry Essention (253) 931-3000 FAX (253) 931-3053 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, for mailing by 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. Page 3 of 7 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. 14. Insurance. The Consultant shall be responsible for maintaining, during the term of this Agreement and at its sole cost and expense, the types of insurance coverages 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. 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. 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 attorney fees, by any reason of or arising out of the act or omission of the Consultant, its officers, agents, employees, or any of them relating to or arising out of the performance of this Agreement except for injuries and damages caused by the sole 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. 16. Assignment. 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 assignment 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. Page 4 of 7 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. 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 Party. 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 of 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. Page 5 of 7 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. 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. If any provision of Exhibit A conflicts with a provision in This Agreement, this Agreement shall control. 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. IN WITNESS WHEREOF, the parties hereto have cause* this Agreement to be executed effective the day and year first set forth above. CIT O UBug.N_ CON U AN � L / j Peter‘. Lewis, Mayor Matt Wegworth Business Develop •-nt Mgr Attest: 1 T��`^'r p/c 1 �� Daltielle E. Daskam City Clerk Ap. oved • to form: 6A---d Al4A Daniel B. City Attorney Page 6 of 7 Corporate STATE OF WASHINGTON ) ) ss. COUNTY OF ON THIS day of , 200 , before me, personally appeared Matt Wedworth, to me known to be the Business Manager of the Contractor, the party who executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that he is authorized to execute said instrument. GIVEN under my hand and official seal this day of , 200_. NOTARY PUBLIC in and for the State of Washington, residing at My Commission Expires: Page 7 of 7 h, j-' P Mc nstry Far Fh Of OwlWNle, Essention September 25, 2009 Ms. Lisa Torres Facilities Manager City of Auburn 25 West Main Street Auburn ,WA 98001 Subject: DIRECTED ENGINEERING STUDY PROPOSAL- CITY OF AUBURN -CITY HALL/SENIOR CTR/JUSTICE CTR/MAINTENANCE AND OPERATIONS The City of Auburn is interested in improving the infrastructure of their existing facilities by assessing energy savings opportunities with McKinstry. This proposal will provide the guidelines for which McKinstry will provide the following tasks: 1. Conduct a Directed Engineering Study of the referenced City of Auburn buildings to assess and identify all related energy conservation opportunities. 2. Constructability review, mechanical/electrical/plumbing installation coordination, preliminary project schedule development and construction estimating review. 3. Project specification coordination and review. 4. Develop a comprehensive Energy Services Proposal for the identified systems and initiatives. 5. Alternative - tax exempt financing solutions. The target facilities to be studied include the following: -CITY HALL BUILDING -AUBURN JUSTICE CENTER -SENIOR CENTER -MAINTENANCE AND OPERATIONS BLDG The targeted infrastructure systems to be researched include the following: ✓ Mechanical HVAC Upgrades(Boilers,AHU, Pumps, Chiller,etc.) ✓ Variable Frequency Drive applications(Air Handling Units) ✓ Domestic Plumbing Upgrades(Faucets,Toilets, etc.) ✓ Lighting and Lighting Controls upgrades ✓ Building Envelope Upgrades - 1 - EA6164..)pin Mc .angry For rb O/Yost LAW Essention ACTIONS TO BE PERFORMED: McKinstry will complete the following actions leading to implementation of performance-based initiatives: Conduct a Directed Engineering Study.The Investment grade effort is intended to lead to the implementation of facility improvement measures. The DES will provide all the details necessary for Implementation of viable initiatives detailing all the associated savings, costs, potential utility funding, and return on investment scenarios, as well as loan details Of applicable)and construction schedules. The Directed Engineering Study Is a very collaborative effort with all stakeholders and will be a product of the support,feedback and direction McKinstry receives from the client team. It is anticipated that the information contained within the Directed Engineering Study will form the basis of a final proposal and contracting documents The specific deliverables associated with the Directed Engineering Study can be found In Attachment A. REQUESTED INFORMATION: For effective execution of this letter of Intent we ask that The City of Auburn be prepared to provide or make available any of the following information: ✓ Historical utility bills for the last 36 months. ✓ All mechanical,electrical, architectural,and structural drawings. ✓ All operational and maintenance manuals, balancing records, &specifications. ✓ Operational records related to the cost of maintaining specific equipment. ✓ Service records and information from existing service providers. ✓ Information with regards to any on-going maintenance contracts ✓ Access to individuals that have relevant Information pertaining to the day-to-day operation of energy using systems on site. TIMELINE AND MILESTONES: McKinstry will initiate this scope of work immediately upon acceptance of this letter of intent. Formal progress review meetings will be conducted regularly throughout the study phase. During these review meetings, McKinstry will recommend measures based on preliminary analysis, while The City of Auburn will provide final direction regarding recommended measures. The goal of these review meetings is to focus engineering efforts, budgeting, and savings assessment on those measures that possess a high probability for implementation. During this time, McKinstry will provide a detailed measurement and verification plan for the energy savings. McKinstry will target completion of the Directed Engineering Study within 30 days of approval of the Proposal. The following are proposed project milestones: • 09/30/2009 - Directed Engineering Study Authorized by The City of Auburn • 11/25/2009 - McKinstry to Deliver Pre-Final Analysis and Recommendations • 11/30/2009 - City of Auburn Review Comments and Direction Given on Measures • 12/20/2009 - McKinstry to Deliver Final Investment Grade Analysis Proposal • 01/15/2010 - Implementation Agreement Authorized and Work Started • 05/31/2010 - Anticipated Construction Completion. -2 - ewe, Nit Mc . nstry Fat rh MTM BMW* Essention CRITERIA FOR IMPLEMENTATION: It is The City of Auburn's intent that McKinstry will implement the approved projects that meet the following criteria: ✓ Aggregate simple payback for mechanical & electrical infrastructure work shall be equal to or less than the useful life of the equipment/system less any utility rebates. Savings will include utility and may include hard-cost operational savings(at the city's approval). ✓ For installation, a finance term no greater than Fifteen (15) years through a lending program of the client's choice will be presented and used to determine the viability of the non-capital portion of the performance contract. ✓ McKinstry will work with the following utilities to maximize and secure conservation grant funding or low interest loans for applicable initiatives: o Puget Sound Energy DIRECTED ENGINEERING STUDY FEE BILLING: All design and engineering fees assessed under this proposal will be Included in the final implementation costs. Based on the preliminary walkthrough, meeting discussions,and infrastructure improvement goals; the City of Auburn will reimburse McKinstry for its time and expenses at a cost not to exceed $24,000.00 for proposed Directed Engineering Study. All design and engineering fees references above will be rolled Into the final project construction costs and payback calculations. In the event The City of Auburn chooses not to enter into an agreement with McKinstry to proceed with the implementation of the recommended Facility Improvement/Energy Conservation projects, the owner shall reimburse McKinstry for its time and expenses for the Directed Engineering Study and Energy Engineering effort. All associated information, including the listed deliverables in Attachment A, will become the property of the City of Auburn upon final receipt of payment. Please signify acceptance of this Letter of Intent by signing below. Letter of Intent Authorized by: Ms. Lisa Torres Matt Wegworth Facilities Manager Business Development Mgr City of Auburn McKinstry Essention Signature Signature Date: Date: -3 - Mc nstry For Th Of 1W nun Essention Attachment A Directed Engineering Study Deliverables The Directed Engineering Study for the City of Auburn's referenced buildings will include,the following elements: 1. A description of the facility and a description of the mechanical and electrical systems which shall receive Equipment and Services; 2. The cost effective Facility Improvement Measures(FIMs)to be installed or caused to be installed by the McKinstry and a description of the FIMs analyzed but disqualified under the cost effectiveness criteria; 3. A description of the services that McKinstry will perform or cause to be performed on or in the facility, Including but not limited to engineering,construction management,the operations and maintenance procedures for installed equipment, training for facility personnel,warranty services and equipment maintenance procedures; 4. Recommendations for replacement of existing equipment,along with recommendations for improvements to existing equipment and operating conditions; 5. The baseline energy consumption for the facility, including the data, methodology and variables used to compute the baseline, and the baseline calendar period which shall not be less than twelve(12) months; 6. The estimated annual energy savings and energy cost savings that are expected to result from the installation of the proposed systems and equipment by McKinstry, and an explanation of the method used to make the estimate; 7. The method by which Energy Savings and Energy Cost Savings will be calculated. S. If requested, a description of how project financing may be secured and completed; 9. A description of how the Energy Cost Savings will be guaranteed by McKinstry; 10.The schedule for project completion; 11.If required,the nature and extent of the work and equipment that McKinstry anticipates it will receive from other firms under subcontract. -4 - AMENDMENT#8 TO SERVICE AGREEMENT NO. AG-S-003-009 BETWEEN THE CITY OF AUBURN AND MCKINSTRY COMPANY LLC RELATING TO HVAC REPAIR & MAINTENANCE ^. THIS AMENDMENT is made and entered into this (G "day of G .--) , 2012, by and between the CITY OF AUBURN, a municipal corporation of the S e of Washington (hereinafter referred to as the "CITY"), and McKinstry Company, LLC (hereinafter referred to as the "PROVIDER"), as an Amendment to the Service Agreement between the parties for AG-S- 003-009 executed on the 17th day of November 2008 and amended by agreements dated the 6th day of March 2009, the 20th day of April 2009, the 3rd day of September 2009, the 20th day of January 2010, the 30th day of December 2010, the 15'" day of September 2011 and the 5th day of January 2012. The changes to the agreement are described as follows: 1. CONTRACT TERM: There is no change to the date of termination. 2. SCOPE OF WORK: The scope of work has been modified as follows: All services at GSA Building 815, Humphrey Street, Auburn, WA, shall be • cancelled effective February 15, 2012. 3. COMPENSATION: Compensation will be reduced ($1543.00)to reflect the decrease in scope detailed in item#2. REMAINING TERMS UNCHANGED: That all other provisions of the Agreement between the parties for AG-S-003-09 executed on the 17th day of November 2008 shall remain unchanged, and in full force and effect. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. MCKINSTRY COMPANY LLC IT F AU By: L_ KArTh• Authorized signature Peter B. Lewis, Mayor ATTEST (Optional) A TEST: By: L Its: Da ' le E. Daskam, Auburn City Clerk App;%d orm: Fie B.' -id,' r +ttorney Amendment No.8 for Agreement No.AG-S-003-009 McKinstry Company LLC Page 1 of 1 yC\ \ DMENT rat o A GREENIEN N6..AG-S-003 8ETiWEEN Tf '! CITY OF AUBURN AND MCKINSTRY COMPANY LLC RELATING TO HVAC REPAIR & MAINTENANCE L e"! THIS AMENDMENT is made and entered into this )O day of 2012, by and between the CITY OF AUBURN, a municipal corporation of a State of Washington (hereinafter referred to as the "CITY"), and McKinstry Company LLC (hereinafter referred to as the "CONSULTANT"), as an Amendment to the Agreement between the parties for AG-S-003-09 executed on the 17th day of November 2008, and amended by agreement dated the 61h day of March 2009, and amended by agreement dated the 20th day of April 2009; the 3rd day of September 2009; the 20th day of January 2010; the 30th day of December 2010; the 151° day of September 2011; the 51h day of January 2012 and the 6th day of June 2012. The changes to the agreement are described as follows: 1. CONTRACT TERM: There is no change to the date of termination. 2. SCOPE OF WORK: The scope of work has been modified as follows: All services at the Justice Center, 340 East Main Street; Auburn, WA shall be cancelled effective June 30, 2012. 3. COMPENSATION: Compensation will be reduced ($2951.22) to reflect the decrease in scope detailed in Item 2. REMAINING TERMS UNCHANGED: That all other provisions of the Agreement between the parties for AG-S-003-09 executed on the 17th day of November 2008 shall remain unchanged, and in full force and effect. IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written. MCKINSTRY COMPANY LLC ITY OF A : By: • � � Authorized signature Peter B. Lewis, Mayor ATTEST (Optional): ATTEST: E By: ��//� G!7iDcscl Its: 'Danielle E. Daskam,Auburn City Clerk Amendment No. 9 for Agreement No. AG-S-003-09 McKinstry CompanyLLC Page 1 of 2 Approved as to form (Optional): Approved a o form: _at Attorney for(Other Party) Daniel B. Heid, Auburn City Attorney Amendment No. 9 for Agreement No. AG-S-003-09 McKinstry Company LLC Page 1 of 2 CITY OF ' AT JB �� NT Peter B. Lewis, Mayor 4J WAS H I NGGTTO�NI 25 West Main Street * Auburn WA 98001-4998 * www.auburnwa.gov * 253-931-3000 January 22, 2013 Matt Earnhardt McKinstry Company, LLC 5005 3rd Avenue South Seattle, WA 98124-0567 RE: Agreement for Professional Services, AG-S-003-09 Servicing of HVAC Systems in City Facilities Dear Mr. Earnhardt: This letter is to inform you that the above-referenced Agreement for Professional Services is being closed at this time. Our records indicate that we processed the final payment for this agreement on January 9, 2013 for invoice #'s 2700312, 2700912, 2701612, 2701712, 2797112, 2797212, 2797312, 2797412, 2797512, 2797612, and 2797712 totaling $15,078.16. If you feel that this Agreement for Professional Services should not be closed, or if there are any outstanding invoices, please inform me by February 5, 2013. Thank you for your firm's services in work related to the servicing of City HVAC systems. If you should have any questions, feel free to give me a call at 253-288-3158. Sincerely, • Lisa Moore Facilities Manager Department of Public Works • LM/ja/mh cc: Dani Daskam, City Clerk • AG-S-003-09 AUBURN * MORE i l-IAN YOU IMAGINED