Washington State Convention Center
Addition Project
Section 005223
DRAFT PRECONSTRUCTION SERVICES AGREEMENT
DRAFT PRECONSTRUCTION SERVICES AGREEMENT
THIS PRESCONSTRUCTION SERVICES AGREEMENT (the “Agreement”) is made and entered into on
, 2015 by and between Washington State Convention Center, a King County public
facilities district(“Owner”) and __________________, (“Contractor”), a
with a place of
business at ____________________________________.
RECITALS:
A.
Owner intends to design and construct the Washington State Convention Center Addition
(“Project”) utilizing the services of a General Contractor/Construction Manager (“GC/CM”) pursuant to
RCW 39.10.
B.
In response to the Request for Final Fee Proposal (RFFP), Contractor has submitted the highest
scoring proposal to provide GC/CM services, part of which includes preconstruction services.
C.
Owner and Contractor agree as follows:
AGREEMENT:
1.
Scope of Work: Contractor agrees to furnish all services necessary to perform Preconstruction Services as
called for in this Agreement, including the Preconstruction Services Scope of Work (“Preconstruction
Services”) in Exhibit A. The Contractor shall actively participate as a member of the Project team.
Contractor shall be responsible for providing necessary consulting expertise to Owner to ensure that the
program scope, the construction budget, design constructability, and the Project schedule are met.
2.
Duration of Services: The preconstruction services will commence approximately July 2015 and shall
terminate upon execution of the Maximum Allowable Construction Cost (MACC).
3.
Effective Date: This Agreement shall be effective on the last signature date set forth below, and shall be
the agreed basis for performance of and compensation for Preconstruction Services for the Project.
4.
Compensation: Owner will pay Contractor on a time-and-materials basis for work performed under this
Agreement, up to a not-to-exceed sum of
_______Dollars ($_______) (“Agreement
Amount”), excluding Washington State sales tax for the Preconstruction Services identified in this
Agreement. This Agreement Amount specifically includes all of Contractor’s direct costs arising out of or
related to the performance of the work identified in the Agreement, including but not limited to
supervision, labor, supplies, materials, equipment or use thereof, taxes, relocation costs, travel,
communication, and office space. Contractor shall submit monthly invoices with full documentation and
conditional lien waivers for all work performed, and will be paid monthly for satisfactorily completed work
and services based on actual costs up to the not-to-exceed the total compensation set forth above. Preconstruction costs incurred shall be reimbursed by Owner under this Agreement based on actual costs plus
Contractor ____ percent (__%) fee submitted in the Contractor's response to the Request for Fee Proposals
for GC/CM Services (RFFP). Any amount that exceeds the total compensation agreed to will be at
Contractor’s sole cost and expense, unless there are scope changes in the Preconstruction Services
authorized by a written amendment to this Agreement. Work to prepare for and conduct negotiations on
the Maximum Allowable Construction Cost (“MACC”) for the Project between Contractor and Owner is
NOT part of the cost of the Preconstruction Services.
5.
Open Book Auditing: Contractor will manage the Project in a straightforward and honest manner with an
open book policy.
6.
Staffing Resources: This Project will have the highest priority of Contractor resources. Contractor will
staff the Project with adequate personnel that have the appropriate capacity, attitude, and expertise to
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DRAFT PRECONSTRUCTION SERVICES AGREEMENT
effectively plan and construct the Project in an expedited manner with tight budget control. Contractor
shall prepare a staffing work plan for approval by Owner and inclusion in this Agreement.
7.
Legal Compliance: Contractor shall comply with all requirements of RCW 39.10 and all applicable laws,
statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to its
performance under this Agreement, and with equal employment opportunity programs, and other programs
as may be required by governmental and quasi-governmental authorities for inclusion in the Agreement
documents.
8.
Early Subcontract Bidding: Consistent with RCW 39.10.370(2), Contractor may bid major subcontract bid
packages before Owner and Contractor reach an agreement on the MACC for the Project. In the event
Contractor chooses to do so, before soliciting such subcontract bids, Contractor shall submit for review and
approval by the Owner: a) a Subcontract Plan outlining the subcontract packages with bid package
estimates and a procurement schedule for each package; b) bidding instructions; and c) standard
subcontract agreements. Consistent with RCW 39.10.370(3), Contractor shall not award any subcontract
package without Owner's advance written approval. All costs associated with bidding of such bid packages
shall be a cost of the Preconstruction Services and negotiated as part of this Agreement.
9.
Inability to Execute GC/CM Agreement: This Agreement is solely for Preconstruction Services. In
entering into this Agreement, Owner and Contractor recognize that they may not be able to negotiate a
MACC for the Project during the specified period of performance for Preconstruction Services.
Accordingly, Owner and Contractor are not relying on the assumption that a GC/CM Agreement will
subsequently be signed. In the event Owner and Contractor do not successfully negotiate a MACC for this
Project, this Agreement will be terminated and Contractor will be paid the actual cost of its Preconstruction
Services to the date of termination and will not be entitled to any other compensation, damages, loss of
profits or payment of any other kind.
10. Prevailing Wages: Contractor shall comply with all applicable provisions of Chapter 39.12 of the Revised
Code of Washington concerning prevailing wages, shall provide Owner with all documents required
therein, and shall pay not less than the prevailing rate of wage applicable to such laborers, workers, or
mechanics in each trade or occupation required for the work, whether performed by the Contractor,
subcontractor, or other person doing or contracting to do the whole or any part of the work subject to
prevailing wages and contemplated by this Agreement. The execution date of this Agreement shall be the
effective date for any prevailing wages required to be paid under this Agreement.
11. Building Information Modeling (BIM) and Virtual Design and Construction (VDC): Owner and Contractor
acknowledge that a significant factor in Contractor's selection as the successful GC/CM proposer is
Contractor's proficiency in the application of BIM/VDC in conjunction with the design team to bring value
to the Project. Early in the Preconstruction Services period, Contractor shall collaborate with Owner and
Architect to develop a BIM/VDC execution plan for use during the preconstruction and construction phases
of the project. Development of the BIM/VDC execution plan should be included in Contractor's
Preconstruction Staffing/Work Plan under Exhibit C. Upon execution of the GC/CM Agreement, the
BIM/VDC execution plan shall be incorporated into the GC/CM Agreement in accordance with paragraph
3.2.1.1 of that Agreement.
12. Statement of Intent to Pay Prevailing Wages: Prior to Owner paying Contractor for any work under this
Agreement, whether such work is subject to prevailing wages or not, Contractor shall file with the Owner a
Statement of Intent to Pay Prevailing Wages for itself, and a Statement of Intent to Pay Prevailing Wages
for any subcontractor of any tier that performed work subject to prevailing wages during the period for
which payment is sought. All such Statements of Intent to Pay Prevailing Wages must be approved by the
Department of Labor and Industries prior to filing them with Owner.
13. Retainage: Owner shall withhold five percent (5%) of each payment to Contractor under this Agreement
as retainage in accordance with the provisions of chapter 60.28 RCW.
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14. Payment and Performance Bonds: A separate payment bond and performance bond, each for one hundred
percent (100%) of the amount of the Agreement, including any amendments or changes to the Agreement,
shall be furnished to the Owner for the work of this Agreement on a form and from a surety acceptable to
the Owner and prior to commencement of work.
15. Contractor Staffing: Contractor agrees to provide all professional personnel necessary to perform the
required Preconstruction Services including the following individuals who were named in the Contractor’s
submitted response to the RFFP. These key personnel shall remain assigned for the duration of the Project
unless otherwise agreed to in writing by Owner. In the event Contractor proposes to substitute any of the
key personnel designated below, the individual(s) proposed must demonstrate similar qualifications and
experience as required to successfully perform such duties. Owner shall have the sole right to determine
whether key personnel proposed as substitutes are qualified to work on the Project. Contractor will remove
from the Project any personnel assigned to the Project if Owner considers such removal necessary.
Position Title
Name of Individual
Approved Billing Rate
16. No Waiver: No payment, whether monthly or final, to the Contractor for any Project work shall constitute
a waiver or release by the Owner of any claims, rights, or remedies it may have against Contractor under
this Agreement or by law, nor shall such payment constitute a waiver, remission, or discharge by Owner of
any failure or fault of Contractor to satisfactorily perform the Project work as required under this
Agreement.
17. Assignment and Conveyance: Contractor, and its heirs, executors, administrators, successors, and assigns,
do hereby agree to the full performance of all the provisions contained herein. Contractor shall not assign
or convey its interests or obligations under this Agreement without the express written consent of Owner.
18. Jurisdiction: This Agreement shall be construed and enforced in accordance with the laws of the State of
Washington, and the parties agree that in any litigation, jurisdiction and venue shall be in the Superior
Court of Washington State in and for King County.
19. Sales Tax: The actual amount of sales tax to be paid to Contractor will be based on the then current sales
tax percentage applied to the actual amount of each monthly progress payment, inclusive of approved
change orders. For the purposes of invoicing, Contractor shall not include sales tax as part of the
Agreement amount in its pay applications, but the appropriate amount of sales tax will be added by Owner
to each progress payment collected by Contractor from Owner, and subsequently paid to Department of
Revenue by Contractor.
20. Disputes: Any disputes that may arise under this Agreement concerning Contractor’s performance shall
first be resolved through amicable negotiations, if possible, between Contractor’s project executive and
Development Manager's principal project manager. If the parties do not agree upon a negotiated resolution,
the matter shall be submitted to mediation as a prerequisite to any further legal action. If the parties do not
resolve the matter through mediation, the dispute may be submitted to litigation in the Superior Court in
and for King County, and the prevailing party shall be entitled to an award of its legal costs, expert fees,
and reasonable attorneys’ fees.
21. Termination:
A. Termination for Default
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Washington State Convention Center
Addition Project
Section 005223
DRAFT PRECONSTRUCTION SERVICES AGREEMENT
1.
Owner may terminate this Agreement, in whole or in part, in writing if Contractor
substantially fails to fulfill any or all of its obligations under this Agreement through no fault
of Owner; provided, that, insofar as practicable, Contractor will be given: (i) not less than
ten (10) calendar days written notice delivered by either overnight courier or certified mail,
return receipt requested, of intent to terminate; and, (ii) an opportunity for consultation with
Owner before termination. An opportunity for consultation shall not mean Contractor can
prohibit Owner’s termination of the Agreement.
2.
If Owner terminates for default on the part of Contractor, Owner shall determine the amount
of work satisfactorily completed to the date of termination and the amount owing to
Contractor using the criteria set forth below; provided, that (i) no amount shall be allowed for
anticipated profit on unperformed services or other work and (ii) any payment due to
Contractor at the time of termination may be adjusted to the extent of any additional costs
Owner incurs because of Contractor’s default. This provision shall not preclude Owner from
filing claims and/or commencing litigation to secure compensation for damages incurred
beyond that covered by letter of credit or other withheld payments.
B. Termination for Convenience
1.
In addition to termination under Paragraph A of this Section, Owner may terminate this
Agreement, in whole or in part, in writing, for its convenience and/or lack of appropriations.
2.
If Owner terminates for convenience, Owner will pay actual costs of the reasonable and
documented amount for services satisfactorily performed by Contractor to the date of
termination.
C. Upon receipt of a termination notice under Paragraphs A or B above, the Contractor shall (i)
promptly discontinue all services affected (unless the notice directs otherwise), and (ii) promptly
deliver or otherwise make available to Owner all data, drawings, specifications, calculations,
reports, estimates, summaries, digital modeling and such other information and materials as
Contractor, subcontractors, or sub-consultants may have accumulated in performing this
Agreement, whether completed or in progress.
D. Upon termination under any Paragraph above, the Owner may take over the work and prosecute
the same to completion by agreement with another party or otherwise.
22. Independent Contractor: In performing work and services hereunder, Contractor and its subcontractors,
sub-consultants, employees, agents, and representatives shall be acting as independent contractors, and
shall not be deemed or construed to be employees or agents of Owner in any manner whatsoever.
Contractor shall not hold itself out as, nor claim to be, an officer or employee of Owner by reason hereof
and will not make any claim, demand, or application to or for any right or privilege applicable to an officer
or employee of Owner. Contractor shall be solely responsible for any claims for wages or compensation
by Contractor employees, agents, and representatives, including subcontractors and sub-consultants, and
save and hold Owner harmless therefrom.
23. Indemnification: To the maximum extent permitted by law or the provisions of this section, Contractor
agrees to release, defend, indemnify and save harmless Owner, its successors and assigns, and its and their
shareholders, officers, officials, directors, and employees, (collectively “the Indemnified Parties”) from and
against any liability including any and all suits, claims, actions, losses, costs, penalties, response costs, and
damages of whatsoever kind or nature to the extent arising out of, in connection with, or incident to
Contractor's performance of this Agreement or the work; provided, however, that if the provisions of RCW
4.24.115 apply to the work and any such injuries to persons or property arising out of performance of this
Agreement are caused by or result from the concurrent negligence of Contractor or its subcontractors, subconsultants, agents or employees, and an Indemnified Party, the indemnification applies only to the extent
of the negligence of Contractor, its subcontractors, sub-consultants, agents or employees.
24. Amendments: Owner may, at any time, request that Contractor perform additional preconstruction services
work beyond that identified in this Agreement. The scope of work and compensation for such additional
work shall be negotiated between Owner and Contractor. Any additional work shall be individually
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Washington State Convention Center
Addition Project
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authorized in writing as an amendment to this Agreement, signed by both parties. The amendment must be
executed prior to performance of the additional work by Contractor. Unless otherwise provided for in an
amendment, such additional work shall be performed at Contractor’s actual costs plus fee.
25. Notices: Notices required in this Agreement shall be in writing and either (i) hand delivered during normal
business hours, (ii) sent via overnight courier or (iii) mailed with postage prepaid, to the following
addresses:
OWNER:
Washington State Convention Center
Attn:
Level 5 Administrative Offices
800 Convention Place
Seattle, WA 98101
CONTRACTOR:
Attn:
With a copy to:
Pine Street Group L.LC.
Attn: Matt Rosauer
1500 4th Avenue, Suite 600
Seattle, WA 98101
EXHIBITS: The following exhibit documents, whether attached hereto or not, are hereby incorporated by
reference and made a part of this Agreement, as set forth herein in full:
Exhibit A:
Exhibit B:
Exhibit C:
Exhibit D:
Preconstruction Services Scope of Work, April 10, 2015
Preconstruction Services Insurance Requirements
Preconstruction Staffing/Work Plan
Preconstruction Services Schedule
This Agreement constitutes the entire understanding between Contractor and Owner relative to the matters identified
herein. A Notice to Proceed with Preconstruction Services will be issued after execution of this Agreement. The
term of the Agreement shall be through completion of the Preconstruction Services Scope of Work.
OWNER:
CONTRACTOR:
WASHINGTON STATE CONVENTION CENTER
By:
Name:
Title:
Date:
Issued date 5/5/15
By:
Name:
Title:
Date:
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Washington State Convention Center
Addition Project
Section 005223
DRAFT PRECONSTRUCTION SERVICES AGREEMENT
EXHIBIT A
DRAFT PRECONSTRUCTION SERVICES SCOPE OF WORK
PART 1 – BASIC PRECONSTRUCTION SERVICES
Basic Preconstruction Services: Contractor agrees to provide basic preconstruction services during
development of design and prior to start of construction. These services include, but are not limited to:

Design Coordination – Attend design coordination meetings with consultants and subcontractors as
necessary to assist in the development of the design.

Conceptual Estimate – Develop a detailed cost estimate for the Project based on any concept design
package developed to date. This estimate becomes a working tool to manage the design evolution.

Schematic Design Estimate – Prepare a detailed estimate with quantity surveys and unit prices
developed from historical cost data and market pricing.

Design Development Estimate – Prepare an updated estimate, incorporating market pricing from the
subcontractor community as appropriate.

Mini MACC and MACC Estimates – Prepare Mini MACC and MACC estimates, incorporating
competitive bid subcontractor pricing. The Project will be aggressively marketed to the subcontractor
community before this estimate. Subcontractor pricing will be analyzed for completeness, potential
overlaps in scope with other subcontractors or GC, and value engineering opportunities.

Budget Options Log – Develop and maintain budget control log. Price significant design options to
track changes to construction cost estimate between milestone estimates.

Value Engineering – To the extent any of the milestone budgets are beyond expectations, work with
the design team to identify ways of reducing cost while maintaining value.

Cash Flow Analysis – Provide a forecast of your monthly invoice amounts during construction to assist
with Owner’s financial planning.

Marginal Analysis – During design, perform cost analysis on various design alternatives to assist
Owner with making the proper decision(s).

LEED Certification – Assist in decision making, pricing options, and tracking deliverables to achieve
Project LEED goals.

Preconstruction Schedule – Develop a preconstruction schedule with the same detail as the
construction schedule and provide bi-monthly updates throughout the preconstruction process.

Schedule Charrette – Participate in a schedule charrette with a variety of personnel with innovative
ideas that are skilled in constructing a fast and efficient building.

Concept Schedule Review - Review the Project draft concept schedule to ensure its viability and make
recommendations for change, including recommendations on accelerating and possible phasing options
as appropriate.

Permit and Construction Schedules – Develop a detailed permit and construction schedule early, to
enhance the team's ability to make intelligent decisions and establish priorities for entitlements, utility
connections, long-lead equipment purchasing, etc.
Issue date 5/5/15
Exhibit A- 1
Washington State Convention Center
Addition Project
Section 005223
DRAFT PRECONSTRUCTION SERVICES AGREEMENT

Site Logistics Planning – Develop site logistics plan (including hoisting requirements, manlift
requirements, haul roads, dewatering requirements, etc.), enabling the team to develop a schedule and
design that facilitates a smooth flow of construction.

Peer Review of Design – Participate in peer reviews utilizing Owner’s diverse group of construction
professionals to suggest design improvements that would be difficult to incorporate at a later stage in
the design process.

Quality Control Review of Design – Review design (documents and models) from the a builder’s
standpoint and prepare a report of suggested edits intended to improve clarity, reduce coordination
conflicts and reduce the quantity of field questions required during construction.

Constructability Reviews –Review construction details and make recommendations that will improve
efficiency, safety and quality during construction.

MC/CM and EC/CM Subcontractor Procurement – Manage MC/CM and EC/CM selection process and
subcontracts during preconstruction.

BIM/VDC Support – As directed by Owner, utilize in-house BIM and Virtual Design and Construction
(VDC) capabilities to develop design documents, shop drawings, and coordination drawings, and do
construction planning using 3-D and 4-D models (as needed).

Prequalify Subcontractors – Research subcontractor community and prepare listing of firms who meet
Owner and Contractor's criteria and are eligible to provide a proposal on the Project.

Project Labor Agreement (PLA) Negotiations - Provide support as needed.
PART 2 – CONSTRUCTION
Certain construction services work (“Constructions Services), which are outside the scope of services
defined above and/or are directly related to construction of the Project, shall be performed by Contractor or
by Owner-approved subcontractor(s), prior to the construction start date.
As mutually agreed between the parties, during the development of the design and prior to the start of
construction Contractor may provide construction services, including, but not limited to the following:












Site investigation as necessary to assist in design development and construction planning.
Survey existing site conditions.
Coordinate and conduct testing, excavation, and exploratory work.
Investigate adjacent property conditions.
Participate in meetings with public agencies and preparation of compliance documents along with
Project Architect, Owner, and other consultants as required.
Development of Request for Proposals for elements of the work that will be pre-purchased to assist in
design development and/or to insure that the construction schedule will be met.
Selection and procurement of pre-purchased subcontractors and suppliers.
Management of pre-purchased subcontractors and suppliers.
Production of mock-ups.
Review and coordination of early submittals.
Coordinate preliminary work (such as demolition, clearing utilities), as necessary, to support the
Project schedule.
Preparation of MACC.
Contractor shall provide a separate accounting of all Construction Services that Contractor performs.
Issue date 5/5/15
Exhibit A- 2
Washington State Convention Center
Addition Project
Section 005223
DRAFT PRECONSTRUCTION SERVICES AGREEMENT
EXHIBIT B
DRAFT PRECONSTRUCTION SERVICES INSURANCE REQUIREMENTS
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Issued date 5/5/15
Exhibit B- 1
Washington State Convention Center
Addition Project
Section 005223
DRAFT PRECONSTRUCTION SERVICES AGREEMENT
EXHIBIT C
DRAFT PRECONSTRUCTION SERVICES STAFFING WORK PLAN
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Issued date 5/5/15
Exhibit C- 1
Washington State Convention Center
Addition Project
Section 005223
DRAFT PRECONSTRUCTION SERVICES AGREEMENT
EXHIBIT D
DRAFT PRECONSTRUCTION SERVICES SCHEDULE
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Issued date 5/5/15
Exhibit D- 1