HomeMy WebLinkAboutStrategic Construction Management - Animal Shelter Value Engineering Services (CP-5P-AC-17-01)PROFESSIONAL SERVICES AGREEMENT
Animal Shelter Value Engineering Services
THIS AGREEMENT is made and entered into this \ r\h day of October, 2019 between
the City of Pasco, a Washington Municipal Corporation, hereinafter referred to as "City", and
Strategic Construction Management, Inc., hereinafter referred to as "Consultant."
RECITALS
WHEREAS, the City desires to have certain services and /or tasks performed as set forth
below requiring specialized skills, training, equipment, and other supportive capabilities; and
WHEREAS, the Consultant represents that it is qualified and possesses sufficient skills,
experience, equipment, and necessary capabilities, including: technical and professional expertise,
when required , to perform the services and/or tasks as set forth in this Agreement upon which the
City is relying.
NOW, THEREFORE, in consideration of the mutual covenants, and performances
contained herein, the parties agree as follows :
1.
2.
3.
Scope of Services. The Consultant shall perform such services and accomplish such tasks,
including the furnishing of all labor, materials, facilities and equipment necessary for full
performance thereof, as identified and designated as Consultant's Responsibilities
throughout this Agreement, and as more particularly described in 'Scope of Work' in that
certain letter dated September 30, 2019 and signed by David L. Robison, Principal,
strategic construction Management, Inc. attached hereto as Exhibits A and incorporated
herein.
Term. This Project shall begin on October 1, 2019 and be completed by no later than
December 31, 2019.
Compensation and Payment.
3.1 Payment for services provided hereunder shall be made following the performance
of such services. Such payment shall be full compensation for work performed or
services rendered, and for all labor, materials, supplies, equipment, and incidentals
necessary to complete the Project.
3.2 No payment shall be made for any services rendered by the Consultant except for
services identified and set forth in this Agreement except as may be authorized by
a written supplemental agreement approved by the City.
Professional Services Agreement-Animal Shelter -Value Engineering Services
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4.
3.3 The City shall pay the Consultant for work performed under thi s Agreement upon
timely submitted invoices detailing work performed and expenses for which
reimbursement is sought. The City shall approve all invoices before payment is
issued. Payment shall occur within thirty (30) days of receipt and approval of an
invoice.
3.4 The City shall pay the Consultant for all work performed and expenses incurred
under this Agreement, as follows.
D Hourly (Single Rate): $ _____ per hour plus actual expenses incurred
as provided under thi s Agreement, but not to exceed a total of
•
$ ______ without prior written authorization by the City; o r
Hourly (Multiple Rate): Such rates as identified on Exhibit _, plus
actual expenses incurred as prov ided under this Agreement, but not to
exceed a total of$ ______ without the prior written authorization
b y the City; or
IZI Fixed Sum: A total of $24,580 (See Exhibit "A")
• Other: -------------------------
Reports and Inspections.
4 .1 The Consultant at such times and in such form s as the City may require, shall
furnish to the City such statements, records, studies, surveys, reports, data, and
information as the City may request pertaining to matters covered b y this
Agreement.
4.2 The Consultant shall, at any time during normal business hours and as often as the
City or the Washington State Auditor may reasonably deem necessary, make
available for examination all of its records and data with respect to all matters
covered, directly or indirectly, by this Agreement and shall permit the City, or its
designated authori zed representative to audit and inspect other data relating to all
matters covered by this Agreement. The City shall receive a copy of all audit
reports made by the agency or firm as to the Consultant's activities. The City may,
at its discretion, conduct an audit at its expense, using its own or outside auditors,
of the Consultant's activities which relate, directly or indirectly, to this Agreement.
Consultant shall be provided a copy of such reports.
4 .3 The Consultant, during the term of thi s Agreement, shall obtain all registration
documents necessary for the performan ce of its work and for the execution of
services at its own expense, and shall maintain its validity. Upo n request, the
Consultant shall deliver to the C ity copies of these licenses, regi stration documents,
and /or proof of their issuance or renewal.
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4.4 Consultant shall maintain books, records and documents, which sufficiently and
properly reflect all direct and indirect costs related to the performance of this
Agreement, and shall maintain such accounting procedures and practices as may be
necessary to assure proper accounting of all funds paid pursuant to this Agreement.
These records shall be subject, at all reasonable times, to inspection, review, or
audit as provided above.
4.5 The Consultant shall retain all books, records, documents or other material relevant
to this Agreement for three (3) years after its expiration. Consultant agrees that the
City, or its designee, shall have full access and right to examine any of said
materials at all reasonable times during this period.
5. Ownership and Use of Documents.
5. I All research, tests, surveys, preliminary data, information, drawings and documents
made, collected, or prepared by the Consultant for performing the services subject
to this Agreement, as well as any final product, collectively referred to as "work
product," shall be deemed as the exclusive property of the City, including copyright
as secured thereon. Consultant may not use them except in connection with the
performance of the services under this Agreement or with the prior written consent
of the City. Any prior copyrighted materials owned by the Consultant and utilized
in the performance of the services under this Agreement, or embedded in with the
materials, products and services provided thereunder, shall remain the property of
the Consultant subject to a license granted to the City for their continued use of the
· products and services provided under this Agreement. Any work product used by
the Consultant in the performance of these services which it deems as
"confidential ," "proprietary," or a "trade secret" shall be conspicuously designated
as such.
5.2 In the event of Consultant's default, or in the event that this Agreement is
terminated prior to its completion, the work product of the Consultant, along with
a summary of the services performed to date of default or termination, shall become
the property of the City, and tender of the work product and summary shall be a
prerequisite to final payment under this Agreement. The summary of services
provided shall be prepared at no additional cost, if the Agreement is terminated
through default by the Consultant. If the Agreement is terminated through
convenience by the City, the City agrees to pay Consultant for the preparation of
the summary of services provided. In the event that the City uses the product
following a termination of this agreement when the consultant is not in default, such
use shall be at the City's sole risk and without liability on the part of the Consultant
or its employees or sub-consultants. This Section 5.2 shall not be construed to limit
the Consultant's liability with respect to this Agreement in any other manner than
is specifically defined within this Section 5.2.
6. Public Records.
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6.1 Consultant acknowledges that the City is an agency subject to Chapter 42.56 RCW
"Public Records Act." All preliminary drafts or notes prepared or gathered by the
Consultant, and recommendations of the Consultant are exempt prior to the
acceptance by the City or public citation by the City in connection with City action.
6.2 If the Consultant becomes a custodian of public records of the City and request for
such records is received by the City, the Consultant shall respond to the request by
the City for such records within five (5) business days by either providing the
records , or by identifying in writing the additional time necessary to provide the
records with a description of the reasons why additional time is needed. Such
additional time shall not exceed twenty (20) business days unless extraordinary
good cause is shown.
6.3 In the event the City receives a public records request for protected work product
of the Consultant within its possession, the City shall, prior to the release of any
protected work product or as a result of a public records request or subpoena,
provide Consultant at least ten (10) business days prior written notice of the pending
release and to reasonably cooperate with any legal action which may be initiated
by the Consultant to enjoin or otherwise prevent such release.
7. Independent Contractor Relationship.
7 .1 The parties intend that an independent contractor relationship is created by this
Agreement. The City is interested primarily in the results to be achieved; subject
to the scope of services and the specific requirements of this Agreement, the
implementation of services will lie solely with the discretion of the Consultant. No
agent, employee, officer or representative of the Consultant shall be deemed to be
an employee, agent, officer, or representative of the City for any purpose, and the
employees of the Consultant are not entitled to any of the benefits or privileges the
City provides for its employees. The Consultant will be solely and entirely
responsible for its acts and for the acts of its agents, employees, officers,
subcontractors or representatives during the performance of this Agreement.
7 .2 In the performance of the services provided in this Agreement, Consultant is an
independent contractor with full authority to control and direct the performance of
the details of the work, however, the results of the work contemplated herein must
meet the approval of the City and shall be subject to the City's general rights of
inspection and review to secure the satisfactory completion thereof.
7.3 The Consultant shall perform its services consistent with the professional skill and
care ordinarily provided by architects practicing in the same or similar locality
under the same or similar circumstances. The Consultant shall perform its
services as expeditiously as is consistent with such professional skill and care and
the orderly progress of the Project.
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The Consultant shall comply with all State and Federal laws including, but not
limited to:
7 .3 .1 The definition requirements of RCW 50.04.140 (Employment Security).
7.3.2 RCW 51.08.195 (Industrial Insurance).
7.3.3 Obtain a City of Pasco business license.
7.4 The City may, at its sole discretion, require the Consultant to remove any employee,
agent or servant from employment on this Project who, in the City's sole discretion,
may be detrimental to the City's interest. Any such requirement by the City must
be based upon reasonable justification.
8. Indemnification.
8.1 The Consultant sha11 defend , indemnify, and hold harmless the City, its officers,
officials, agents, employees, and volunteers from any and all claims and causes of
action, including, but not limited to , actions of law or administrative proceedings
for all injuries to persons or damages to property, and all losses, damages, demands,
suits, judgments, including attorney fees , arising out of, or as a result of, or in
connection with the work performed under this Agreement, and caused or
occasioned in whole or in part by reason of errors, negligent acts or omissions of
the Consultant or its subcontractors in the performance of this Agreement, except
for injuries and damages caused by the sole negligence of the City, its officers,
employees, agents, and volunteers.
8.2 Should a Court of competent jurisdiction determine that this Agreement is subject
to RCW 4.24.115, then, in the event of liability for damages arising out of bodily
injuries or damages to property caused by or resulting from the concurrent
negligence of the Consultant, and the City, its officers, employees, agents and
volunteers, the Consultant's liability and obligation to defend hereunder shall only
be the proportionate extent of the Consultant's negligence.
8.3 It is further agreed that the indemnification provided herein constitutes the
Consultant's waiver of immunity under Industrial Insurance, Title 51 RCW, solely
for the purposes of this indemnification.
8.4 No liability shall attach to the City by reason of entering into this Agreement except
as expressly provided herein.
8 .5 This indemnification shall include damages, penalties and attorney fees sustained
as a result of Consultant's delayed or failed performance of Section 6 above.
Pro fe ssional Services Agreement-Animal She lter -Value Engineering Servic e s
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8.6 This waiver has been mutually negotiated by the parties, and the provisions of this
section shall survive the expiration or termination of this Agreement.
9. Insurance. The Consultant shall procure and maintain for the duration of the Agreement,
insurance against claims for injuries to persons or damage to property which may arise
from or in connection with the performance of the work hereunder by the Consultant, its
agents , representatives, employees, or subcontractors.
9.1
9.2
Minimum Scope of Insurance. Consultant shall obtain insurance of the types
described below:
9.1.1 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.
9 .1.2 Commercial General Liability insurance shall be written on ISO occurrence
form CG 00 01 and shall cover liability 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.
9 .1.3 Workers' Compensation coverage as required by the Industrial Insurance
laws of the State of Washington.
9.1.4 Professional Liability insurance appropriate to the Consultant's profession .
Minimum Amounts of Insurance. Consultant shall maintain the following
insurance limits:
9.2 .1 Automobile Liability insurance with a minimum combined single limit for
bodily injury and property damage of $1 ,000,000 per accident.
9.2.2 Commercial General Liability insurance shall be written with limits no less
than:
• $1,000,000 each occurrence;
• $2,000,000 general aggregate; or
IZI $1 ,000,000 each occurrence; and $2,000,000 general aggregate
9.2.3 Professional Liability insurance shall be written with limits no less than:
• $1,000,000 per claim;
D $1,000,000 policy aggregate limit; or
IZI $1 ,000,000per claim; and $2 ,000,000 per policy aggregate limit
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10.
11.
9.3
9.4
9.5
Other Insurance Provisions. The insurance policies are to contain, or be endorsed
to contain, the following provisions for Automobile Liability, Professional
Liability, and Commercial General Liability insurance:
9.3.1 The Consultant's insurance coverage shall be primary insurance as respects
the City. Any insurance, self-insurance, or insurance pool coverage
maintained by the City shall be excess of the Consultant's insurance and
shall not contribute with it.
9.3.2 The Consultant's insurance policy will be endorsed to state: "It is agreed
that the Company will provide thirty (30) days written notice prior to the
effective date of cancellation of the policy for any reason other than
nonpayment of premium and will provide this with written notice using
certified mail"
9.3.3 Consultant shall provide the City thirty (30) days written notice prior to the
effective date of cancellation of the policy by certified mail, return receipt
requested.
Acceptability of Insurers. Insurance is to be placed with insurers with a current
A.M. Best rating of not less than A:VII.
Verification of Coverage. Consultant shall furnish the City with original
certificates and a copy of the amendatory endorsements, including but not
necessarily limited to the additional insured endorsement, evidencing the insurance
requirements of the Consultant before commencement of the work.
Nondiscrimination. In the performance of this Agreement, the Consultant will not
discriminate against any employee or applicant for employment on the grounds of race,
creed, color, national origin, sex, marital status, age or the presence of any sensory, mental
or physical handicap; provided that the prohibition against discrimination in employment
because of handicap shall not apply if the particular disability prevents the proper
performance of the particular worker involved. The Consultant shall ensure that applicants
are employed, and that employees are treated during employment in the performance of
this Agreement without discrimination because of their race, creed, color, national origin,
sex, marital status, age or the presence of any sensory, mental or physical handicap.
Consultant shall take such action with respect to this Agreement as may be required to
ensure full compliance with local, State and Federal laws prohibiting discrimination in
employment.
Covenant Against Contingent Fees. The Consultant warrants that it has not employed
nor retained any company, firm , or person, other than a bona fide employee working
exclusively for the Consultant, to solicit or secure this Agreement; and that it has not paid
or agreed to pay any company, person or firm, other than a bona fide employee working
exclusively for the Consultant, any fee, commission, percentage, brokerage fee , gift, or
Professional Services Agreement-Animal Shelter -Value Eng ineering Service s
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other consideration contingent upon or resulting from the award or making of this
Agreement. For breach or violation of this warranty, the City shall have the right to
terminate this Agreement.
12. Assignment and Subcontracting.
12.1 The City has awarded this Agreement to the Consultant due to its unique
qualifications to perform these services. Neither the Consultant or City shall assign
(or subcontract other than as specifically identified in Exhibit A) its performance
under this Agreement or any portions of this Agreement without the prior written
consent of the other party, which consent must be sought at least thirty (30) days
prior to the date of any proposed assignment.
12.2 Any work or services assigned or subcontracted hereunder shall be subject to each
provision of this Agreement including Section 6, Public Records; Section 10,
Nondiscrimination; proper bidding procedures where applicable; and all local , State
and Federal statutes, ordinances and guidelines.
12.3 Any technical or professional service subcontract not listed in this Agreement, must
have prior written approval by the City.
13. Termination.
13. l Termination for Convenience. Either party may terminate this Agreement for any
reason upon giving the other party no less than ten (10) business days ' written
notice in advance of the effective date of such termination.
13.2 Termination for Cause. If the Consultant fails to perform in the manner called for
in this Agreement, or if the Consultant fails to comply with any other provisions of
this Agreement and fails to correct such noncompliance within five (5) business
days of written notice thereof, the City may terminate this Agreement for cause.
Termination shall be effected by serving a notice of termination on the Consultant
setting forth the manner in which the Consultant is in default. The Consultant will
only be paid for services and expenses complying with the terms of this Agreement,
incurred prior to termination.
14. General Provisions.
14. l For the purpose of this Agreement, time is of the essence.
14.2 Notice. Notice provided for in this Agreement shall be sent by:
14.2.1 Personal service upon the Project Administrators.
14.2.2 Certified mail to the physical address of the parties, or by electronic
transmission to the e-mail addresses designated for the parties below.
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15.
16.
17.
18.
14.3 The Project Administrator for the purposes of thi s Agreement shall be:
14.3 . l For the City: Zach Ratkai, or his designee
P. 0 . Box 293
525 North 3rd Ave.
Pasco WA 99301
ratkaiz@pasco-wa.gov
14.3.2 For the Consultant: David L. Robison, or his designee
5426 N. Rd. 68
Dispute Resolution.
Pasco, WA 98301
drobison@strategic-cm .com
15.1 This Agreement has been and shall be construed as having been made and entered
into and delivered within the State of Washington, and it is agreed by each party
hereto that this Agreement shall be governed by the laws of the State of
Washington.
15.2 In the event of a dispute regarding the enforcement, breach, default, or
interpretation of this Agreement, the Project Administrators, or their designees,
shall first meet in a good faith effort to resolve such dispute. In the event the dispute
cannot be resolved by agreement of the parties, with or without the assistance of
mediation, said dispute shall be resolved by arbitration pursuant to RCW 7.04A, as
amended, with both parties waiving the right of a jury trial upon trial de novo, with
venue placed in Pasco, Franklin County, Washington. The substantially prevailing
party shall be entitled to its reasonable attorney fees and costs as additional award
and judgment against the other.
Nonwaiver. Waiver by the City of any provision of this Agreement or any time limitation
provided for in this Agreement shall not constitute a waiver of any other similar event or
other provision of this Agreement.
Integration. This Agreement between the parties consists in its entirety of this document
and any exhibits, schedules or attachments verified by initials as a part of Exhibits A and
B. Any modification of this Agreement or change order affecting this Agreement shall be
in writing and signed by both parties.
Authorization. By signature below, each party warrants that they are authorized and
empowered to execute this Agreement binding the City and the Consultant respectively.
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IN WITNESS WHEREOF, the parties have caus ed this Agreement to be executed on the
day and year first written above.
CITY OF PASCO, WASHINGTON CONSULTANT:STRATEGAAC,~~~,
2
7lJ,;(vL MANAGEMENT,
Admin & Community Services Director
Professional Services Agreement-Animal Shelter -Value Engineering Services
Page 10
September 30, 2019
Chief Bob Gear
Mr. N. Zack Ratkru
Exhibit A
Administrative & Community Services Director
City of Pasco
Pasco WA 99301
Re: Animal Shelter-Value Engineering Sen,ices
Dear Chief Gear, Mr. Ratkai,
As requested, please find our letter proposal addressing our scope of services and fee for the coordination
o f a value engineering workshop for the Tri-Cities Animal Shelter.
Value engineering (VE) is a conscious and disciplined procedure designed to seek out optimum value for
both initial an<l lo ng-tenn investment. 1t ha s been widely use d in the constmction industry for many years.
VE is not a des ign/peer review or a cost-cutting exercise. VE is a creative, organized effort, which
analyzes the requirements o f a projl·ct for the purpose of achieving the essencial functi ons at the lowe:;t
total costs (capital, staffing, energy, maintenance) over the life o f the project. Through a group
investigation-using experienced, multi-disciplinary teams-value a nd economy are improved through the
study o f alternate design concepts, materials, and methods without compromising the functi o nality anJ
value objectives o f the client.VE can be applied at any p o int in a projcct--cven during construction.
Considering that the Tri-Cities Auimal Shelter p rogra m , design and constructio n doc w11ents have been
completed, our scope will consist of the following stages o f work as described below:
PLANNING/PROGRAM REVIEW PHASE
At the Planning/Program review stagt: our team will:
• Review the developed program with all stakeholders
• Review the functio nal requirements of the facili ty
• Verify /validate the proposed program
• Offer alternative solutio n s (s quate fo o tage needs per function, adjacency solutio ns, etc.)
COST ESTIMATING/ VALUE ENGINEERING PHASE
During the dev elopment phase of the VE study, many of the ideas are expanded into workable solutions.
The de vel o pment con sists of:
• Desc1·iption of the r ecommended de sign change
• Develop each recommendation with a brief narrative to compare the original des ign to the p roposed
design change
• Develop a construction estimate reflective of the recommended value engineering changes
• Update the Master Budget to reflect the updated construction estimate and associated costs
Strategic Construction Management, Inc.
5426 N . Road 68 Suite D -246 P asco, Washington 99301
509.378.5044 -www.strategic-cm.com
. \nimal Shelter Fi1ciliry
s~ptcmbc r 30, 2 0 19
Pago 2
PRESENTATION PHASE
The last phase of the VE Study is tb e presentation of the recommendations in the form of a w ritten report
and a briefing/ oral presentation of re$u ]t$ will be made to the City o f Pasco, Animal Shelter Operations
team members, and oth er participating parties as may be du:ected.
The r ecommendatio n s, the rationale that went into the development of each prop osa l, and a summary of
key cost impacts are presented at that ti.me so th at a decision can be made as to which VE proposal s will
be accepted for implementation and incorporation into the design documents. Thereafter, all selected
recommendations will be incorporated into the documents by Meier Arc hitects :1n<l they will be prepared
for building permit submission.
BENEFITS
The VE process, therefore, produces the following benefits:
• Opportunity to explore p ossible altemativ es
• Forces project participants to address "val ue" and "function"
• Helps cla rify project obj ectives
• Implements accepted VE proposals in to desig n
• Assists in the devel o pment of consensus am ong all stakeholders
Duration of Services: 09 /26 /2019-12/31 /2019
Lump sum fee: S24,SBO .00
-Fee and reimbursab le expense will be billed e9ually each m o nth over the duration of the contract.
Other Direct Costs Included:
-Sub consultants, estimating services, printing, duplication, and Insurance
1 f yo u find our proposal letter acceptable, please sign and return an executed copy it to my attention , with
ao amendment to our current contract in place b etween the City of Pasco(owner) a nd Strategjc Cons tructio n
Management, Inc. (Owner's Agent).
T hank you for your confid ence in o ur team. We look forward to o ur continued collaborative relationship.
Reg ards,
Strat egic Construction Managemen t, Inc.
5426 N. Road 68 Suite D -246 P asco, Washington 99301
509.378.5044 -www.strategic-cm.com