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HomeMy WebLinkAboutPK10-262 - Original - Engineering Economics, Inc. - Golf Course HVAC Invesigation Work - 12/07/2010 nas mCP x®Ai��� +�6 Records Man em-e-n , : ,a KENT wASHINGTON _ � � Document CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. All portions are to be completed. If you have questions, please contact City Clerk's Office. Vendor Name: Engineering Economics Inc. Vendor Number: 34553 JD Edwards Number Contract Number: F�to ` 9(013. This is assigned by City Clerk's Office Project Name: Golf Course investigation work Riverbend Golf for HVAC Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment ® Contract ❑ Other: Contract Effective Date: 12/2010 Termination Date: 3/2011 Contract Renewal Notice (Days): 120 Number of days required notice for termination or renewal or amendment Contract Manager: Charlie Lindsey Department: Parks/Facilities Detail: (i.e. address, location, parcel number, tax id, etc.): 2019 Meeker St., Kent, Washington 98032 S Pub lic\RecordsManage ment\Forms\ContractCover\adcc7832 1 11/08 ,M KENT W PHINGTON CONSULTANT SERVICES AGREEMENT between the City of Kent and Engineering Economics Inc THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Engineering Economics, Inc. organized under the laws of the State of Washington, located and doing business at 1201 Western Ave. Suite 325, Seattle, Washington 98101, Jeffery Nichols, 206-622-1001 (hereinafter the "Consultant"). I. DESCRIPTION OF WORK. Consultant shall perform the following services for the City in accordance with the following described plans and/or specifications: At the City of Kent Riverbend Golf Course located at 2019 Meeker St., in the City of Kent in accordance with proposal dated November 10, 2010, which is attached and incorporated as Exhibit A. Investigation work for Riverbend Golf Course HVAC. Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices within the Puget Sound region in effect at the time those services are performed. II. TIME OF COMPLETION. The parties agree that work will begin on the tasks described in Section I above immediately upon the effective date of this Agreement. Upon the effective date of this Agreement, Consultant shall complete the work described in Section I within 120 days. III. COMPENSATION. A. The City shall pay the Consultant, based on time and materials, an amount not to exceed Four Thousand dollars ($4,000) for the services described in this Agreement. This is the maximum amount to be paid under this Agreement for the work described in Section I above, and shall not be exceeded without the prior written authorization of the City in the form of a negotiated and executed amendment to this agreement. The Consultant agrees that the hourly or flat rate charged by it for its services contracted for herein shall remain locked at the negotiated rate(s) for a period of one (1) year from the effective date of this Agreement. The Consultant's billing rates shall be as delineated in Exhibit A. B. The Consultant shall submit monthly payment invoices to the City for work performed, and a final bill upon completion of all services described in this Agreement. The City shall provide payment within forty-five (45) days of receipt of CONSULTANT SERVICES AGREEMENT - 1 (Under$10,000) an invoice. If the City objects to all or any portion of an invoice, it shall notify the Consultant and reserves the option to only pay that portion of the invoice not in dispute. In that event, the parties will immediately make every effort to settle the disputed portion. IV. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor-Employer Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 51.08 RCW, the parties make the following representations: A. The Consultant has the ability to control and direct the performance and details of its work, the City being interested only in the results obtained under this Agreement. B. The Consultant maintains and pays for its own place of business from which Consultant's services under this Agreement will be performed. C. The Consultant has an established and independent business that is eligible for a business deduction for federal income tax purposes that existed before the City retained Consultant's services, or the Consultant is engaged in an independently established trade, occupation, profession, or business of the same nature as that involved under this Agreement. D. The Consultant is responsible for filing as they become due all necessary tax documents with appropriate federal and state agencies, including the Internal Revenue Service and the state Department of Revenue. E. The Consultant has registered its business and established an account with the state Department of Revenue and other state agencies as may be required by Consultant's business, and has obtained a Unified Business Identifier (UBI) number from the State of Washington. F. The Consultant maintains a set of books dedicated to the expenses and earnings of its business. V. TERMINATION. Either party may terminate this Agreement, with or without cause, upon providing the other party thirty (30) days written notice at its address set forth on the signature block of this Agreement. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project, which may be used by the City without restriction. If the City's use of Consultant's records or data is not related to this project, it shall be without liability or legal exposure to the Consultant. VI. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreement or any subcontract, the Consultant, its subcontractors, or any person acting on behalf of the Consultant or subcontractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates. Consultant shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Comply with City Administrative Policy 1.2, and upon completion of the contract work, file the attached Compliance Statement. CONSULTANT SERVICES AGREEMENT - 2 (Under$10,000) VII. INDEMNIFICATION. Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Consultant's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence. The City's inspection or acceptance of any of Consultant's work when completed shall not be grounds to avoid any of these covenants of indemnification. 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 injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, agents and volunteers, the Consultant's liability hereunder shall be only to the extent of the Consultant's negligence. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD 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. THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event Consultant refuses tender of defense in any suit or any claim, if that tender was made pursuant to this indemnification clause, and if that refusal is subsequently determined by a court having jurisdiction (or other agreed tribunal) to have been a wrongful refusal on the Consultant's part, then Consultant shall pay all the City's costs for defense, including all reasonable expert witness fees and reasonable attorneys' fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Consultant's part. The provisions of this section shall survive the expiration or termination of this Agreement. VIII. INSURANCE. The Consultant shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference. IX. EXCHANGE OF INFORMATION. The City will provide its best efforts to provide reasonable accuracy of any information supplied by it to Consultant for the purpose of completion of the work under this Agreement. X. OWNERSHIP AND USE OF RECORDS AND DOCUMENTS. Original documents, drawings, designs, reports, or any other records developed or created under this Agreement shall belong to and become the property of the City. All records submitted by the City to the Consultant will be safeguarded by the Consultant. Consultant shall make such data, documents, and files available to the City upon the City's request. The City's use or reuse of any of the documents, data and files created by Consultant for this project by anyone other than Consultant on any other project shall be without liability or legal exposure to Consultant. XI. CITY'S RIGHT OF INSPECTION. Even though Consultant is an independent contractor with the authority to control and direct the performance and details of the work authorized under this Agreement, the work must meet the approval of the City and shall be subject to the City's general right of inspection to secure satisfactory completion. CONSULTANT SERVICES AGREEMENT - 3 (Under$10,000) XII. WORK PERFORMED AT CONSULTANT'S RISK. Consultant shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. XIII. MISCELLANEOUS PROVISIONS. A. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. B. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section VII of this Agreement. D. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Consultant. G. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement All of the above documents are hereby made a part of this Agreement. However, should any language in any of CONSULTANT SERVICES AGREEMENT - 4 (Under$10,000) -the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. H. Compliance with Laws. The Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Consultant's business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. I. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date entered below. CONSULTANT: CITY OF KENT: By: ate—' By: 4;) rf (signature) (signature) Print Name: �I�(\� _ Print e: Jeff Watling A !l Its: FQ _ NItaiAe r Its: Director Parks (title) `S DATE: k\`z_�AN� 0 DATE: g ao,r�_ NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CONSULTANT: CITY OF KENT: Jeffery Nichols, PE Charles (Charlie)Lindsey, Superintendent Parks EEI i;Lc 1 Facilities Western Ave , Suite 325 City of Kent Seattle, Wa. 98101 220 Fourth Avenue South Kent, WA 98032 206-622-1001 (telephone) (253) 856-5081 (telephone) 206-622-5747 facsimile (253) 856-6080 (facsimile) eelnverbendhvax CONSULTANT SERVICES AGREEMENT - 5 (Under$10,000) DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity. As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for any contractor, subcontractor or supplier on this specific Agreement to adhere to. An affirmative response is required on all of the following questions for this Agreement to be valid and binding. If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to the directives outlines, it will be considered a breach of contract and it will be at the City's sole determination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1.2. 2. During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3. During the time of this Agreement the prime contractor will provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 4. During the time of the Agreement I, the prime contractor, will actively consider hiring and promotion of women and minorities. 5. Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. e By signing below, I agree to fulfill the five requirements referenced above. Dated this day of , 20 By: For: Title: Date: EEO COMPLIANCE DOCUMENTS - 1 CITY OF KENT ADMINISTRATIVE POLICY NUMBER: 1.2 EFFECTIVE DATE: January 1, 1998 SUBJECT: MINORITY AND WOMEN SUPERSEDES: April 1, 1996 CONTRACTORS APPROVED BY Jim White, Mayor POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to $10,000 or more within any given year, must take the following affirmative steps: 1. Provide a written statement to all new employees and subcontractors indicating commitment as an equal opportunity employer. 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement. Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines. EEO COMPLIANCE DOCUMENTS - 2 CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement. I, the undersigned, a duly represented agent of Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as that was entered into on the (date) between the firm I represent and the City of Kent. I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. Dated this day of , 20 By: For: Title: Date: EEO COMPLIANCE DOCUMENTS - 3 Engineering Economics, Inc 1201 Western Avenue,Suite 325 Seattle,Washington 98101 telephone 206 622 1001 facsimile 206 622 5747 November 10, 2010 Charlie Lindsey City of Kent Parks, Recreation & Community Services 220 Fourth Avenue S Kent, WA 98032-5895 Re: City of Kent - Riverbend GC HVAC Investigation EEI Proposal No. 03-10530 Dear Charlie In follow up to our conversation, EEI is pleased to provide investigation services in support of the above referenced project SCOPE OF WORK 1. Review existing notes and investigation of previous studies 2. Provide a site visit walk-through with facilities staff 3 Prepare narrative descriptive options to include partial or phased approach to upgrade and replacement of HVAC systems 4 Prepare associated costs estimates for these options 5 Submit a summary report with supporting cost estimates 6 Meet to review findings and recommendations FEE Our fee to complete the above scope of work shall be hourly not-to-exceed $4,000, including miscellaneous expenses, and in accordance with our attached Terms & Conditions If you have any questions, please give us a call Sincerely, Engineering Economics Inc. J YJ-J' Jeffrey D Nicholls, PE, LEED®AP, CPMP Attachment Engineering Economics, Inc. (EEI) General Terms and Conditions 1 Representatives and Notices A Engineering Economics, Inc (EEI) shall designate a Project Manager who will be responsible to manage and direct EEI's performance of Services All instructions, requests for changes, and formal notices from Client to EEI shall be directed by Client's Representative, in writing, to the Project Manager EEI's Project Manager shall have authority to act for EEI in all matters concerning the Project B Client shall designate a Representative to whom all of EEI's requests for instructions, changes, and formal notices will be directed Client's Representative shall have authority to act for Client in all matters concerning the Project C All notices, instructions, change orders, and other formal communications shall be made in writing and shall be deemed effective as of the date and time of receipt D The provisions of this general paragraph do not preclude the transmission of routine correspondence, drawings, messages, and information pursuant to the Project 2 Client-Furnished Data A Client shall provide at no cost to EEI, necessary drawings, surveys, physical site data, and other pertinent information required for the performance of Services, and EEI shall be entitled to rely on same B. When EEI provides commissioning services, the Client agrees that EEI shall be entitled to rely upon the completeness and accuracy of all information provided by the Client to EEI The Client further agrees that EEI shall not be responsible in any way for errors or omissions contained in any drawings or specifications prepared by others or for errors or omissions by others in incorporating EEI's recommendations into the reports, drawings, or specifications In addition, the Client agrees to waive all claims against EEI arising from the services performed by others on the Project or from the services to be provided by EEI under this Agreement, except for the sole negligence or willful misconduct of EEI 3 Existing Conditions A EEI shall have no responsibility or liability for the identification, removal, or disposal of any toxic substances Client will defend, indemnify, and hold harmless EEI from any claim, suit or liability whatsoever, including but not limited to all payments, expenses, or costs involved, arising from or alleged to have arisen out of or related to the presence of toxic substances or alleged toxic substances on the Project B The parties acknowledge that, in order to perform the Seances, EEI may be required to make certain assumptions relating to the operation of existing building systems Unless expressly included in EEI's Scope of Service, EEI shall have no responsibility or liability for the correct operation of existing building systems, such as, but not limited to, main air distribution systems, plumbing systems, fire pumps and fire sprinkler distribution systems, electrical service equipment and risers, lighting, fire alarm systems, and any other existing equipment systems Terms and Conditions 1 Engineering Economics, Inc (EEI) General Terms and Conditions 4 Preparation and Delivery of CAD Documents A Unless otherwise negotiated in writing, Client shall provide all title blocks, floor plans, site plans, sections and elevations, required for the preparation of construction documents in an ACAD (ACAD DWG) format B Client shall update floor plans, site plans, sections and elevations, as the project progresses, and in accordance with a mutually agreed upon schedule for these updates In no event will any updates to the aforementioned documents be accepted any later than three days prior to the final deadline Updates shall be in an electronic format and shall be accompanied by a scaled hard copy (blueprint) with any revised areas clearly identified C. If included in the project scope, EEI will update drawings to reflect Contractor mark-ups of the As-Built conditions EEI is not responsible for verifying the accuracy of the As-Built documents 5 Plans, Specifications, and Drawings A EEI shall submit plans, specifications, and drawings to Client for approval Client's approval shall be indicated by a signature of Client's Representative following the word "approved" and the date of the approval, all of which shall be conspicuously displayed on each plan specification, or drawing approved If not approved, client shall note any comments, changes or special requirements in writing and submit to EEI Client shall review and approve all plans, specifications, or drawings within thirty (30) days after receipt of same unless otherwise agreed upon in writing In the event written approval or other appropriate response is not received within thirty days, the plans, specifications or drawings shall be deemed approved The Services shall subsequently be performed in conformance with the plans, specifications, and drawings as approved B EEI shall furnish to Client no later than thirty (30) days after EEI's receipt of final payment, or upon termination of this Agreement the original plans, specifications, and drawings except one record copy of each to be retained by EEI The plans, specifications, and drawings are neither intended nor represented to be suitable for reuse by Client, or others, on extensions of the Project or on any other project Any reuse without specific written approval and adaptation by EEI shall be at Client's sole risk, without liability to EEI, and Client shall indemnify and hold EEI harmless from all loss, cost, damage, and expense including attorney's fees C Unless otherwise negotiated, all electronic CAD files sent between Client and EEI shall be in an ACAD (ACAD DWG) format Upon completion of the project a set of electronic files and one hard copy of the final packages shall be delivered to Client Upon Client's receipt of this final package, EEI shall have no further responsibility for these documents 6 Changes Client may, from time to time, change or modify the Scope of Services by instructing EEI to perform Additional Services or may direct the omission of Services previously ordered EEI may perform such changes, and EEI's compensation and schedule for performance shall be equitably adjusted Compensation for such changes shall be on an hourly basis in accordance with EEI's Standard Hourly Rate Schedule or other method as agreed upon at the time the change is requested Terms and Conditions 2 Engineering Economics, Inc. (EEI) General Terms and Conditions 7 Scheduling and Progress Reports A EEI shall, if requested by Client, prepare and submit to Client an estimated schedule for the performance of the Services B On or before the fifth (5th) day of each calendar month while performing the Services, EEI shall, if requested by Client, prepare and submit to Client a progress report indicating any approved changes made during the preceding month and estimating the total charges to complete the Services 8 Responsibility A EEI will perform all Services in accordance with the standard of care, skill, and diligence normally provided by a professional consulting engineer in the performance of the same or similar services In the event EEI fails to provide such standards of care, skill, and diligence, EEI shall, at its own cost, correct EEI's defective plans, specifications or other Services B Since EEI has no control over the cost of labor, materials, or equipment, or over a contractor's method of determining prices, competitive bidding or market conditions, EEI's opinions of probable construction cost if any, are to be made on the basis of EEI's experience and qualifications Such opinions represent EEI's best Judgment as a professional consulting engineer familiar with the construction industry EEI does not guarantee that proposals, bids or final construction costs will not vary from opinions of probable cost prepared by EEI If Client wishes greater assurance as to the construction cost, Client shall employ an independent cost estimator 9 Services During Construction EEI shall not be responsible for the construction means, method, techniques, sequences, or procedures, or safety precautions (including, without limitation, OSHA compliance), or related programs, nor for the acts or omissions of any constructor of the Project or any of the constructor's agents, employees or subcontractors, nor for the acts or omissions of material or equipment manufacturers or suppliers, nor for the acts or omissions of any other engineer on the Project 10 Billing and Payment A Progress billings shall be rendered monthly to the Client and shall be due and payable not more than thirty (30) days after receipt by Client EEI shall not be subject to any retainage or"pay-when-paid" policies or provisions B Past due amounts shall accrue interest at the rate of one and one-half percent(1-1/2%) per month Invoices shall be accompanied by such data as may be required to support the invoices, when requested by the Client In addition, Client agrees to pay any and all costs, fees, charges, or expenses (including without limitation all reasonable legal fees and litigation/arbitration fees and costs) incurred in recovering any past due amounts owed to EEI by the client C EEI shall be entitled to invoice and collect from Client for any services performed prior to the signing of this Agreement These services may be invoiced immediately or over the course of the project In the event that this Agreement is a fixed fee, all services rendered prior to the signing of this Agreement shall be considered part of the fee Terms and Conditions 3 Engineering Economics, Inc. (EEI) General Terms and Conditions D Client's payment of EEI's final invoice shall constitute a release of all claims by Client against EEI except for any claim specifically reserved by Client in writing at the time of final payment E EEI shall be entitled to suspend performance of Services if invoices are unpaid for 60 days or longer 11 Sales and Similar Taxes EEI's compensation does not include sales, use, excise or similar taxes Consequently, in addition to the compensation set forth, the amount of any present or future sales, use, excise or other similar tax applicable to Services shall be paid by Client, or in lieu thereof Client shall provide EEI with tax-exemption evidence acceptable to the taxing authorities 12. Suspension and Termination A Client shall have the right to suspend or terminate all or a portion of the Services at any time upon prior written notice to EEI In the event of termination, EEI shall be paid EEI's compensation for all Services performed up to the termination date, plus reasonable termination expenses, if any B This Agreement may be terminated by either party upon seven (7) days' written notice should the other party fail substantially to perform in accordance with its terms through no fault of the party initiating the termination C. In the event Client shall delay or suspend the work without termination, EEI shall be entitled to terminate its performance of the Services upon the expiration of six (6) months following the date of such delay or suspension D. In the event performance of the Seances is suspended, EEI's compensation shall be equitably adjusted to reflect such suspension EEI shall advise Client of the compensation adjustment resulting from the suspension of Services The compensation adjustment will be based on EEI's ability to reasonably relocate personnel, and any materials or equipment during the suspension period E If the financial condition of Client at any time does not, in the judgment of EEI, justify continuance of Services on the terms of payment agreed upon, EEI may require adequate assurance of Client's ability to pay for Services performed In the event such reasonable assurance is not timely received by EEI, it shall be entitled to cease further performance of this Agreement and shall receive reimbursement for its reasonable and proper cancellation charges In the event of bankruptcy or insolvency of Client or in the event any proceeding is brought against Client, voluntarily or involuntarily, under the bankruptcy or insolvency laws, EEI shall be entitled to cease further performance of this Agreement at any time during the period allowed for filing claims against the estate and shall receive reimbursement for its reasonable and proper cancellation charges 13 Indemnification and Insurance A EEI and Client agree to indemnify and hold harmless each other from and against all damage, loss, claim, or injury (including death) to persons and to property caused by their own negligent acts, errors, or omissions in connection with the work Terms and Conditions 4 Engineering Economics, Inc. (EEI) General Terms and Conditions B EEI and Client shall procure and maintain Worker's Compensation, Employers' Liability, and Comprehensive General Liability insurance EEI and Client shall name each other as Additional Insureds on their respective policies C Copies of EEI's and the Client's insurance certificates will be furnished to each other 14 Limitations of Liability A EEI's liability on property damage claims of any kind, whether based on contract, warranty, tort, including negligence or otherwise, for any loss or damage arising out'of, connected with, or resulting from this Agreement, or from the performance or breach thereof, or from all services covered by or furnished under this Agreement, shall in no case, exceed the cost of reperforming the Service to the same extent as the original, or the sum of$50,000 or EEI's Compensation paid pursuant to this Agreement, whichever is greater, and shall terminate one year after completion of Services required under this Agreement B In no event, whether on contract, warranty, or tort, including negligence or otherwise, shall EEI be liable for special, incidental, exemplary or consequential damages including, but not limited to, loss of profits or revenue, loss of use of any equipment, cost of capital, cost of purchased power, cost of substitute equipment, facilities or services, downtime costs, or claims of customers of Client for such damages If Client is furnishing EEI's services or materials to a third party by contract, Client shall obtain from such third party a provision affording EEI and its suppliers the protection of the preceding sentence C In no event shall EEI be liable for any loss or damage whatsoever arising from its failure to discover or repair latent defects, or defects inherent in the design of the building or equipment D EEI's liability for any loss or damage shall not include loss or damage caused by defects not observable by EEI, or units or parts returned to use against the advice of EEI E The invalidity, in whole or part, of any of the foregoing paragraphs will not affect the remainder of such paragraph or any other paragraph of this article 15 Successors and Assigns This Agreement shall be binding upon and inure to the benefit of the respective successors, executors, administrators, and assigns of EEI and Client 16 Non-Waiver The failure by either party, at any time, to enforce or to require strict compliance or performance of any of the provisions of this Agreement shall not constitute a future waiver of such provisions and shall not affect or impair in any way its rights at any time to enforce said provisions or to avail itself of such remedies as it may have for any breach of such provision 17 Governing Law The terms of this Agreement shall be construed and interpreted under, and all respective rights and duties of the parties shall be governed by, the laws of the State of Washington Terms and Conditions 5 Engineering Economics, Inc. (EEI) General Terms and Conditions 18 No Other Agreements, No Third Party Beneficiaries All negotiations, proposals, and agreements prior to the date of this Agreement are merged and superseded by this Agreement This Agreement constitutes the entire Agreement between the parties and no changes, modifications or amendments to this Agreement shall be valid unless agreed to by the parties in writing and signed by their authorized officers This Agreement shall not be construed as granting any rights to any third party based on the theory of third party beneficiary or otherwise 19 Binding Arbitration In the event conflicts arise under this Agreement between EEI and Client, both parties agree that all disputes arising out of, or relating to, this Agreement shall be submitted to non-binding mediation unless the parties mutually agree otherwise In the event that non-binding mediation is unable to resolve these conflicts, both parties further agree to resolve their disputes through binding arbitration, as allowed by the laws governing the State of Washington, and pursuant to the Construction Industry Arbitration Rules of the American Arbitration Association Such arbitration proceedings to be conducted in Seattle, Washington END OF DOCUMENT Terms and Conditions 6 - r Q m o r r D Z - r - m , am o r - O Z m v r D o Z x — — Ll 1 1 vI"(Il,li 4 1A 9P D BRODERICK ARCHITECTS KENT POLICE DEPARTMENT 55 SOUTH ATLANTII STRF FF Y JITE 301 EXISTING CONDITIONS SEATTLL,WAS HINC,[ON 98134 (206)682-7525 220 FOERTH AVENUE SOUTH KENT,WA _ , EXHIBIT B INSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS Insurance The Contractor 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 Contractor, their agents, representatives, employees or subcontractors A. Minimum Scope of Insurance Contractor shall obtain insurance of the types described below: 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 If necessary, the policy shall be endorsed to provide contractual liability coverage. 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, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85 There shall be no endorsement or modification of the Commercial Genei al Liability insurance for liability arising from explosion, collapse or underground property damage The City shall be named as an insured under the Contractor's Commercial General Liability insurance policy with respect to the work peiformed for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage. 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington 4 Professional Liability insurance appropriate to the Consultant's profession B. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits• 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident 2 Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $1 000,000 general aggregate and a $1,000,000 products-completed operations aggregate limit a EXHIBIT B (Continued ) 3 Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance. 1 The Contractor's insurance coverage shall be primary insurance as respect the City Any Insurance, self-insurance, of insurance pool coverage maintained by the City shall be excess of the Contractoi's insurance and shall not contribute with it. 2 The Contractor's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail,return receipt requested, has been given to the City. 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the contractor and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance The City reserves the right to receive a certified copy of all required insurance policies The Contractor's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current AM Best rating of not less than A VII E. Verification of Coverage Contractor 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 Contractor before commencement of the work F. Subcontractors Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Contractor EXHIBIT B INSURANCE REQUIREMENTS FOR CONSULTANT SERVICES AGREEMENTS Insurance The Contractor 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 Contractor, their agents, representatives, employees or subcontractors A. Minimum Scope of Insurance Contractor shall obtain insurance of the types described below. 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. If necessary, the policy shall be endorsed to provide contractual liability coverage 2 Commercial General Liabihty insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85 There shall be no endorsement or modification of the Commercial Genei al Liability insurance for liability arising from explosion, collapse or underground property damage. The City shall be named as an insured under the Contractor's Commercial General Liability insurance policy with respect to the work perfortned for the City using ISO additional insured endorsement CG 20 10 11 85 or a substitute endorsement providing equivalent coverage 3. Workers' Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 4. Professional Liability insurance appropriate to the Consultant's profession B. Minimum Amounts of Insurance Contractor shall maintain the following insurance limits: 1 Automobile Liabilitv insurance with a minimum combined single limit foi bodily injury and property damage of $1,000,000 per accident 2. Commercial General Liability insurance shall be written with limits no less than$1,000,000 each occurrence, $1,000,000 general aggregate and a $1,000,000 products-completed operations aggregate limit. EXHIBIT B (continued ) 3 Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit C. Other Insurance Provisions The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance. 1. The Contractor's insurance coverage shall be primary insurance as respect the Cit),, Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it 2. The Contractor's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified marl,return receipt requested, has been given to the City 3. The City of Kent shall be named as an additional insured on all policies (except Professional Liability) as respects work performed by or on behalf of the contractor and a copy of the endorsement naming the City as additional rnstued shall be attached to the Certificate of Insuurance. The City reserves the right to receive a certified copy of all required insurance policies The Contractor's Commercial General Liability insurance shall also contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII E. Verification of Coverage Contractor 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 Contractor before commencernent of the work F. Subcontractors Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor All coverages for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Contractor AClJRI7� DATE(MWDD/YYW) �. CERTIFICATE OF LIABILITY INSURANCE 12�7� 010 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER IMPORTANT If the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) must be endorsed If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s) PRODUCER CONTACT NAME Dawn Gaba an Van Gilder Insurance Corp PHONE FAX 1515 Wynkoop, Suite 200 A/C No Ext) 303-632-8500 (AIC,No) 3 0 3- - E-MAIL Denver CO 80202 ADDRESS dgabayan@vgic com _ PRODUCER CUSTOMERID# ENGECO _ INSURER(S)AFFORDING COVERAGE NAICN INSURED INSURER Hartford Casualty_ Insurance CO 29424 Engineering Economics, Inc. INSURER Hartford Underwriters Ins Co 780 SiTmS Street, Suite 210 Golden CO 80401 IN_SURERC Hartford Ins Cc of the_Midwest 0 INSURER XL Specialty Insurance Co. 0 INSURER INSURER F COVERAGES CERTIFICATE NUMBER•1036724864 REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESFECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED'HEREIN IS SUBJECT TO ALL THE TERMS EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS IN$R f ADDL SUBR POLICY EFL POLICY EXP LIMITS LTR TYPE OF INSURANCE INSR WVD POLICY NUMBER MMIDDM/YY MMIDD/ A GENERAL LIABILITY 34SBALU5457 8/1/2010 8/1/2C11 EACH OCCURRENCE AMA c X I COMMERCIAL GENERAL LIABILITY PREMISES Ea occurrence) $1,000,C00 CLAIMS-MADE 11] OCCUR MED E_XP(Any one person) $10,000 PERSONAL BADV INJURY $1,000,000 GENERAL AGGREGATE $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER PRODUCTS COMP/OPAGG $2,000,000 POLICY x IR� F7 LOG S B AUTOMOBILE LIABILITY 134UECRC1462 8/1/2010 8/1/2011 COMBINED SINGLE LIMIT S1,000,00C (Ea accident ANY AUTO BODILY INJURY Per person) S ALL OWNED AUTOS BCDILY INJURY(Per accident) S SCHEDULEDAUTOS PROPERTY DAMAGE X HIRED AUTOS (Per acc dent) 5 X NON-OWNEDAUTOS 5 3 A IX UMBRELLA LIAB X OCCUR 134SBALU5457 8/1/2C10 81/1/2011 EACH OCCURRENCE S5,000,000 EXCESS LUIB CLAIMS-MADE AGGREGATE S5,000,000 DEDUCTIBLE _ S X RETENTI ON $13,000 S C WORKERS COMPENSATION 34WBGRE2692 8/l/2010 8/1/2011 X 11 STATUS OTH- AND EMPLOYERS LIABILITY �� ER ANY PROPR ETORIPARTNER/EXECUTIVE YIN CFFICER;MEMBER EXCLL'DED2 ❑ NIA EL EACH ACCIDENT $1,C00,000 (Mandatory in NH) EL DISEASE-EA EMPLOYE $1,C00,000 1 If yes describe under I DESCRIPTION OF OPERATIONS below EL DISEASE-POLICY LIMIT $1,C00,000 D Professional Liability DPR9683206 8/1/2010 8/1/2011 Per Claim $1,000,000 Claims Made Annual Aggregate $2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101,Additional Remarks Schedule,If more space Is required) As required by written contract or written agreement, the following provisions apply sub3ect to the policy terms, conaitions, limitations and exclusions The Certificate Holder and Owner are included as Additional Insureds for ongoing and completed operations under General Liability; Designated Insured under See Attached CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS City of Kent 220 4th Ave S Kent WA 98032 AUTHORIZED REPRESENTATIVE I'�''//� l�l�M�'jl����A�"t•'�"Y ©1988-2009 ACORD CORPORATION All rights reserved ACORD 25(2009109) The ACORD name and logo are registered marks of ACORD r r AGENCY CUSTOMER ID ENGECO LOC# A RU ADDITIONAL REMARKS SCHEDULE Page 1 of 1- AGENCY NAMEDINSURED Van Gilder Insurance Corp. Engineering Economics, Inc. 78C Sim-Ts Street, Suite 210 POLICY NUMBER Golden CO 8C401 CARRIER NAIC CODE EFFECTIVE DATE ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER 25 FORM TITLE CERTIFICATE OF LIABILIT`_' INSURANCE Automobile Liability, and Additional Insured under Umbrella / Excess Liability but only with respect to liability arising out of the Named Insured's work performed on behalf of the certificate holder and owner This insurance will apply on a primary, non-contrinutory basis A Blanket Waiver of Subrogation applies for General Liability, Automobile Liability, Umbrella/Excess Liability and Workers' Compensation Limited Contractual Liability is inclLded The Umbrella / Excess Liability policy provides excess coverage over the General Liability, Automobile Liaoility and Employers Liability RE Project 03-10530 - Riverbend Golf Course ACORD 101 (2008101) ©2008 ACORD CORPORATION All rights reserved. The ACORD name and logo are registered marks of ACORD 1 4