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HomeMy WebLinkAboutFoster & WilliamsPROFESS ON 1 r . S_i •R V I C 1 'S ACRE -4; r-� t-S AGREEMENT, by and between Mason County, a municipal corporation, hereinafter referred to as the `" COUN" ►�'Y," and Grant Foster, r oster and Williams_, aereinafter referred to as the "CONSUT A AI\ T", made and entered into upon the date a' the last signature of the Parties, w:TNIES SE'I I: WHEREAS, the COT N'Y requires those services set forth and attached eto to be per'- owned as it part of that certain County project identified as Xt 14 cfrestaL. 14d yr 4 ! • Mason County Jai: DSU Design and Project Management IN _Shelton, WA Mason_ COUNTY FALT Y, and, AMC / WHEREAS, the CONSULTANT is qualified and possesses the expertise, training and skills necessary to perform such designated services; NOW, 'THEREFORE, it is hereby agreed between the paries as follows L SCOPE OF SERVICES A. The Consultant shall perform such services and accomplish such tasks, including the furnishing of all materials and equipment necessary for full performance thereof, as are identified and designated as CONSULTANT responsibilities throughout this Agreement and as detailed in CONS TLTANP'tproposal ikt attached hereto as Fxhibit "A". 20 TER V= The term of this Agreement shall begin on June 26, 2013_, and shall terminate on or before December 30, 2013 , unless sooner terminated according to be provisions herein. If the services by the CONTRAC1OR are to be performed in phases, the time for completion of each phase shall be as set forth on Exhibit "A" attached hereto. 3. COMPENSATION AND METHOD ° F PAYMEN A. The COUNTY shall pay the CONSULTANT for the performance of those services designated in Exhibit "A" on a time -and -materials basis in accordance with CONSli ,TANT' S hourly rates attached hereto as Exhibit "B" in an amount not to exceed $25,000. If the description of services on Exhibit "A" designates additional services which may be requested by the COUNTY, said additional services will be paid for by the COUNTY at the rates set forth on Exhibit "B", which sum may exceed the "not to exceed" amount set forth above; however, said services will only be performed and compensated by the COUNTY after the COUNTY has directed such performance in writing. B, Payment by the COUNL'Y for services will only be made after the services have been performed, a voucher or invoice is submitted in the form specified by the COUNTY, and the same is approved by appropriate County representative. Payment may be made on a monthly or other periodic basis and may be made on the basis of an estimate of the percentage of contract completion accomplished if said procedurc is approved by the COUNTY. C. If an hourly rate of compensation or other means of measurement is set forth in Exhibit " 3", th parties intend that said measurement shall be used up to but not to exceed the figure set forth above. 40 P i V k NCE AND JlN SPECT ll O N O1 TECCO S A. T CONSUL1ANtagrees to maintain books, records a- d documents whic=a sufficiently and properly reflect al direct and indirect costs related to the performance of bis Agreement and such accounting procedures and practices as ay be deemed necessary by the COUNTY to assure proper ccounting of all funds paic pursuant to this Agreement. '_'eese records shall be subject at al: reasonable times to inspection, review or audit by the COUNTY, its authorized representative, the State Auditor, or other governmental officials authorized by law to monitor this Agreement. B. The CONSUL J1 'ANT agrees that the COUN examine any of said materials at all reasonable times. 50 kSS P/ E 1 /S rJBCONTRACTITNG Y or its designee shall have full access and right to A. The CONSUL , 'ANT shall not assign any portion of tics greement without the written consent of the COUNTY, and it is further agreed that said consent must be sought in writing by the COI\; SL ,TANS not less than t1hirty (30) days prior to the date of any proposed assignment. B. Any technical/professional service subcontract not listed in this Agreement which is to be charged to the COUNTY under this Agreement, must have express advance approval by the COUNTY. 6)o ±NDIEI'ENDENT1 Ca \SU r A \T RIEII,ATIONSH A. The parties intend that an independent CONSUT,'I'AN'I /COUNTY relationship will be created by this Agreement. The COUNTY is interested primarily in the results to be achieved; the implementation of services will lie solely with the CONS II,TANT. No agent, employee, servant or representative of the CONS i1 J`T1'AN 1' shall be deemed to be an employee, agent, servant or representative of the COUN Y for any purpose, and the employees of the CONSULTAI\ T are not entitled to any of the benefits the COUNTY provides to its employees. The COI\ SUFT_'AN T will be solely and entirely responsible for its acts and for the acts of its agents, employees, servants, subcontractors or representatives during the performance of this Agreement. B. In the performance of the services I-ierein contemplated, the C AN SULTAN't' is an independent contractor with the 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 COUNTY and shall be subject to the COUNTY'S general rights of inspection and review to secure the satisfactory completion thereof. 7. HOLD HARMLESS AND INDEMNIFICATION I5u f c s 1,1cy V e E rrE y%tr A snit 7 cderv5epti,y THs m pi-16I,,F' CONSULTANT shall-defeme1 indemnify and hold the COUNTY, its officers, officials, employees pii, and volunteers harmless from any andaerlaims injuries, damages, losses or suits including attorney fees, ansaulting4rem the acts, errors or omissions of the CONSULTANT hi performance of this Agreement, except for injuries and damages caused by the negligence of the COUN 7Y. 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 COUNTY, its officers, officials, employees, and volunteers, the COIN JI,TA T' S Liability hereunder shall be only to the extent of the CONSULTANT'S S negli genee. It is further specificaiy and ex pressly ur derstood flat the indemnification provided heA ei constitutes the CONSUL ITANT9 S waiver or immunity under Industria4 Insurance, Title 51 RCW, soley for purposes of this indemnification. This waiver has been mutually negotiated by the parties. provisions of this section shall survive the expiration or termination O iiis Agreement. _NS J1L 1N O( he e '.lTie CONS , :AN _' sh,ration procure and maintain for the dof the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the �,�erformance of the work hereunder by the CONSULT N7, its agents, representatives, or r employees. )1• ' No Li tatio • CONSULTANT'S maintenance of insurance as required by the agreement shall not be construed to limit the liability of the CONSULTANT to the coverage provided by such insurance, or otherwise limit the COUNTY' S recourse to any remedy available at law or in equity. Minimum Scope of Insurance CONSULTANT 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 and 10personal injury and advertising injury. Tb:ec€OUNT sha:l na a iisUred-tu t o ( �3&NPSUL-TA T' S eo ei-a raltiabri1ity nsuraaeeto i y t e espeet t the perfortnetifortirreOUNTY7 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. (Error's and Omissions Insurance) Minimum Amounts of Insurance ONSULTANT shall maintain the following insurance limits: . emr ISia tyins woe It a n nifflurmesomb intitfor e i yinju p d -age-of S11 084,49O rtee Ott 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. ci05oo,000 3 . Professional Liabili insurance shall be written with limits no less than ' , U ,:: ; per ty claim and $1,000,000 policy aggregate limit. Other Insurance Provision The CONSULTANT'S Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance as respect the COUNTY. Any Insurance, self-insurance, or insurance pool coverage maintained by the COUNTY shall be excess of the Contractor's insurance and shall not contribute with it. 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 COUNTY 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. Notice of Cancellation The CONSULTANT shall provide the COUNTY with written notice of any policy cancellation, within two business days of their receipt of such notice. Failure to Maintain Insurance Failure on the part of the CONSULTANT to maintain the insurance as required shall constitute a material breach of contract, upon which the COUNTY may, after giving five business days notice to the CONSULTANT to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the COUNTY on demand, or at the sole discretion of the COUNTY, offset against funds due the CONSULTANT from the COUNTY. 9. EQUAL EMPLOYMENT OPPORTUNITY A. The COUNTY is an equal opportunity employer. B 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 without discrimination because of their race, creed, color, national origin, sex, marital status, age or the presence of any sensory, mental or physical handicap Such action shall include, but not be limited to: employment, upgrading, demotion or transfers, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and programs for training including apprenticeships. The CONSULTANT shall take such actions with respect to this Agreement as may be required to ensure full compliance with Chapter 49.60 Revised Code of Washington, Law against Discrimination. C If any assignment and /or subcontracting have been authorized by the COUNTY, said assignment or subcontract shall include appropriate safeguards against discrimination The CONSULTANT shall take such action as may be required to ensure full compliance with the provisions in the immediately preceding paragraph herein. D. The CONSULTANT shall comply with Executive Order 11246, entitled "Equal Employment Opportunity" as amended by Executive Order 11375, and as supplemented in Department of Labor regulations. (41 CFR Part 60) 10. MINORITY BUSINESS ENTERPRISE In connection with the CONSULTANT'S performance under this Agreement, the CONSULTANT will cooperate with the COUNTY in meeting the COUNTY'S commitments and goals with regard to the maximum utilization of minority business enterprises shall have the maximum practicable opportunity to compete for subcontract work under this agreement. 11. TREATMENT OF ASSETS Title of all property furnished by the COUNTY shall remain in the name of the COUNTY. Upon receipt of all amounts owing to the CONSULTANT, the COUNTY shall become the owner of the work product prepared by the CONSULTANT, including but not limited to, all templates, deliverables, and other documents produced as part of this agreement and may be used, modified and/or reproduced at the COUNTY's discretion However, any such reuse, modification and/or reproduction by the COUNTY or others shall be at users sole risk and without liability or legal exposure to CONSULTANT and the COUNTY shall indemnify and hold CONSULTANT harmless from any claims, losses or damages arising therein. 12. TERMINATION 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 the Agreement, the COUNTY may terminate this Agreement. 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 the contract price for services performed in accordance with the manner of performance set forth in this Agreement. 13. BUSINESS LICENSES and CURRENT W -9 FORM The Consultant must have or obtain a Shelton_ Business License, real estate license and complete a current W — 9 form before initiating this project. 14. CHOICE OF LAW AND VENUE The State of Washington and venue of any action shall be in Mason County, Washington. 15. ENTIRE CONTRACT The parties agree that this Agreement is the complete expression of the terms hereto and any oral representations or understandings not incorporated herein are excluded. Further, any modification of this Agreement shall be in writing and signed by both parties. Failure to comply with any of the provisions stated herein shall constitute material breach of contract and cause for termination. Both parties recognize time is of the essence in the performance of the provisions of this Agreement. It is also agreed by the parties that the forgiveness of the nonperformance of any provision of this Agreement does not constitute a waiver of the provisions of this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year below written. MASON COUNTY FOSTER AND ILLIAMS By R,, ndy Neatherlin, Chairperson By L Terri Jeffreysjssi ner By / SLtL Tim Sheldon, Commissioner By Authorized Representative Date Date t7fl//3 ATTEST: Clerk of the Bo APPROVED AS TO FORM: Tim Whitehead, Chief Civil Deputy EXHIBIT A Scope of Services for Mason County Jail DSU Project Primary duties are to provide architectural, structural engineering and electrical engineering services for design, construction/bidding documents, permitting services and construction administration services during construction. These services are the services normally provided for a construction project by an architectural consultant. Mechanical system and plumbing engineering is required for this project and will be provided by a separate consultant retained by Mason County The architect and his consultants will coordinate with the County's separate consultant but assumes no responsibility for the separate consultant's work. Consultant services shall be provided consistent with the standard of care consistent with that provided by consultants practicing under similar circumstances. Consultant's services are not a warranty or guarantee. Consultant's services are intended for the County's sole use on the project. Except as agreed in writing, consultant s work product shall not be relied on by any other person or entity or for any purpose following substantial completion of the project. Fin Agreement for Riasor Co 1_r 11 Hse % to exceed $25,000E 0 totaD corirper sa;oor Vech2noca0 and p 555,000.00. umbing 8 gil °ro veof tern roar Ju LVAT P ro ect unless modified fit: ireutuai leering os avaHabDe thrc>uc 0, 201 to ecamber, 7013. agreeme she c rde ot cl: ar eddotio naDJam' a Il�� T B „WEDS:1J Project. -Fee-Pate-is n tm121 com pensatinn Prima e e project: . nadrninist-rationrpernaittitng, engineering -o ram. fo-j i nto Project --ter in fro n Jane=2OF34o Decenber 2014