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LEED contract.pdfCONSULTING SERVICES AGREEMENT LEED for Building Design and Construction THIS CONSULTING SERVICES AGREEMENT (this "Agreement"), dated October 31, 2017, (the "Effective Date"), is by and between UNICO PROPERTIES LLC ("Consultant"), WESTGATE VILLAGE, LLC ("Company"), and EDMONDS, WASHINGTON ("City"). RECITALS A. WHEREAS, Company owns or operates that certain real property located at 10026 Edmonds Way, Edmonds, WA 98020 (the `Building"); and B. WHEREAS, Company desires to engage Consultant to assist Company with achieving LEED Building Design and Construction ("LEED-BD+C") certification at the Building and Consultant desires to accept such engagement upon the terms and conditions set forth herein; and C. WHEREAS, City requires LEED Silver or Built Green 4-5 rating for the Building, which must be confirmed through third -party verification at Company's expense; and D. Consultant was selected by City as an independent contractor to provide this third -party verification; NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises and covenants contained herein, Consultant, Company and City hereby agree as follows: AGREEMENT 1. DESCRIPTION OF SERVICES. Consultant shall perform the services set forth on Schedule 1 attached hereto to this Agreement (the "Services") to assist Company achieve LEED BD+C certification at an agreed upon level (the "Target LEED Certification") for the Building in accordance with the specifications set forth herein as required by City. 2. CONSULTING FEES. Company shall pay Consultant the following fees (the "Consulting Fees") for the Services under this Agreement in accordance with the following: (a) Fixed Consulting Fee: Fixed consulting fees (the "Fixed Consulting Fee") are due and payable set forth on Schedule 2 attached hereto to this Agreement. (b) Expenses: Company shall reimburse the Consultant for travel and other expenses incurred within thirty (30) days of receipt of an invoice therefor. 3. INDEMNIFICATION. Company shall indemnify, defend and hold harmless Consultant and City for, from and against any cost, loss, damage, expense, action or claim (including, but not limited to, reasonable attorneys' fees and all costs and expenses of litigation) resulting from (i) any breach of this Agreement by Company, or (ii) any willful misconduct or negligence on the part of Company or its officers, employees, agents or representatives. Consultant shall indemnify, defend and hold harmless Company and City for, from and against any cost, loss, damage, expense, action or claim (including, but not limited to, reasonable attorneys' fees and all costs and expenses of litigation) suffered or incurred by Company resulting from (i) any breach of this Agreement by Consultant, or (ii) any willful misconduct or negligence on the part of Consultant or its officers, employees, agents or representatives. 4. COORPERATION AND ACCESS. Company and City agree to work cooperatively with Consultant and provide access to and information about the Building in order for Consultant to timely and completely perform the Services hereunder, such cooperation shall include, but not be limited to Company making its property manager and other contractors and/or employees available to assist Consultant with the application for the Target Lead Certification upon the request of Consultant. 5. FORCE MAJEURE. If any party is prevented from complying, either totally or in part, with any of the terms or provisions of this Agreement in any way because of matters outside such party's reasonable control, including, without limitation, fire, flood, storm, strike, lockout or other labor trouble, riot, war, rebellion, accident or other acts of God, or from other similar and dissimilar causes beyond the reasonable control of such party and which could not have been reasonably avoided by such party, then upon written notice to the other parties, the affected provisions or requirements of this Agreement shall be suspended during the period of such disability. 6. INDEPENDENT CONTRACTOR. Consultant and its subcontractors are independent contractors and nothing contained herein shall be deemed or construed to create any partnership or joint venture between the Company or the City and Consultant or its subcontractors or their employees or agents within the meaning of any federal, state or local law. Consultant shall be responsible for the payment of all taxes associated with the Services performed hereunder, including federal income and withholding taxes, social security taxes, workmen's compensation taxes and unemployment taxes. 7. PUBLICITY. Company hereby consents to Consultant's use of the Building's name and Company's name on Consultant's digital and printed marketing materials. Consultant shall, with Company's approval, be permitted to advertise its name and services on construction fencing for the duration of construction of the Building. 8. DURATION OF AGREEMENT. This Agreement shall be deemed to have commenced on the Effective Date and shall continue until the completion of Services unless otherwise terminated as provided herein. 9. DEFAULT; REMEDIES. In the event that any party defaults in its obligations hereunder, the non -defaulting party may seek to enforce this Agreement, may recover damages from the defaulting party or may terminate this Agreement, all at a non -defaulting party's election, provided that if a non -defaulting party elects to terminate the Agreement, it shall provide written notice of its intention to terminate and shall allow the defaulting party at least fifteen (15) business days to cure the default prior to such termination being effective. In the event any party finds it necessary to bring an action to enforce this Agreement, the prevailing party, in addition to any other relief which may be granted, shall be entitled to recover all reasonable and necessary costs incurred by the prevailing party in such action, including an award of reasonable attorneys' fees. 10. MISCELLANEOUS. 10.1 This Agreement and all matters collateral hereto, shall be governed by and construed in accordance with the laws of the State of Washington applicable to agreements made and to be performed entirely within the State of Washington, without regard to Washington's conflicts of laws principles. 10.2 Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision hereof shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 10.3 This Agreement constitutes the complete agreement between the parties, supersedes any prior oral or written agreement between the parties concerning the subject matter, and acts to amend, superseding where inconsistent, any such prior agreement. 10.4 No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. 10.5 This Agreement may be modified, amended or waived only by a separate writing signed by Consultant, Company and City expressly so modifying, amending or waiving this Agreement. 10.6 No party may assign any of its rights or delegate any of its obligations without the prior, written consent of the other parties, which shall not be unreasonably withheld. Subject to the foregoing, this Agreement shall inure to the benefit of each party and to each party's successors and assigns. 10.7 Any terms of this Agreement, which by their nature extend beyond the termination or expiration of this Agreement, remain in effect until fulfilled and apply to respective successors and assigns, including but not limited to the obligations of indemnity. 10.8 All notices shall be in writing and shall be deemed duly given on: (i) the date of personal or courier delivery; (ii) the date of transmission by telecopy or other electronic transmission service, provided a confirmation copy is also sent no later than the next business day by postage paid, return receipt requested, first-class mail; or (iii) three (3) business days after the date of deposit in the United States mail, by postage paid, return receipt requested first-class mail, addressed as follows: to Consultant: Unico Properties LLC 1215 Fourth Fifth Avenue, Suite 600 Seattle, Washington 98161 Attn: Unico Sustainability, Brett Phillips to City: City of Edmonds 121 Fifth Avenue N Edmonds, WA 98020 Attn: Rob Chave to Company: Westgate Village, LLC 4025 Delridge Way SW, Suite 530 Seattle, Washington 98106 Attn: Henbart LLC, Anthony Jansen Any party may change its mailing address by written notice to the other parties in accordance with this Section. IN WITNESS WHEREOF, the parties acknowledge their agreement to the foregoing by due execution of this Agreement by their respective authorized representatives. CONSULTANT UNICO PROPERTIES LLC, a Delaware limited liability company LOW Its: Director of Sustainability CITY CITY OF EDMONDS, WA a Washington municipal corporation By:, Its: Ou i-P Svc. 111KE�T�� COMPANY WESTGATE VILLAGE, LLC By: _k It.-.410-4A Its: Pre S iC(4Vtk 0l gCh bav S SIG me-^ 1044- 4 SCHEDULEI SERVICES Unico will manage the LEED BD+C certification process for the Building development project from early design through completion of construction. This process includes developing the overall sustainable design strategy, managing design and construction considerations to comply with LEED BD+C certification requirements, and coordinating the documentation process. More specifically, Unico will provide the following Project Management Scope of Work: LEED Project Management Project Management Coordination • Serve as the Project Administrator for the chosen green building rating system(s), coordinate official registration with the Green Building Certification Institute (GBCI), and manage all submittal documentation. • Facilitate a green building design charrette with the complete project team to develop the sustainable design and construction goals and strategy for the project. This includes meeting with the following disciplines, at a minimum: ownership, design architect, civil engineer, landscape architect, general contractor, MEP, commissioning agent, and energy modeler. Establish a Certification Roadmap that will put the project on a path to earn its desired level of certification. This includes a strategy to meet the prerequisite requirements in each applicable category and a plan to maximize outcomes for alternative transportation, water and energy efficiency, waste diversion, material selection and indoor environmental quality. • Regularly attend OAC meetings to review project status and provide updates on the Certification Roadmap, action plan, and strategy. • Manage and communicate the action plan for the project reflective of the green building strategy, including target credits, credit requirements, responsible parties, tasks, and due dates. • Manage and distribute the certification project schedule in coordination with the overall development schedule. • Review project design elements for compliance and provide guidance and advisory on best practices to ensure performance requirements will be achieved. Provide access to discounts on registration and certifications fees, dedicated USGBC technical support, and expedited certification review times using Unico's Gold Membership with the USGBC. Project Team Coordination • Provide certification management tools, compliance documentation, and supporting materials to project team members, including access to Build It LEEDa templates. • Provide support and clarification for certification requirements to project team participants. • Review and assist in the development and execution of construction management plans, including the Construction Waste Management Plan and Indoor Air Quality Management Plan. • Review and support the development of the Owner's Project Requirements (OPR) and Basis of Design (BOD). GBCI Coordination and Submittals Manage all communication with GBCI and the U.S. Green Building Council (USGBC), including credit interpretation requests, credit submittals, and appeals, if necessary. • Review certification documentation for accuracy, consistency, and completeness. Submit all documentation to GBCI and manage preliminary review comment responses with project team members. Sustainable Design Advisory During the design process, our green building professionals will work with the project team to advise cost-effective recommendations related to site sustainability, alternative transportation, water efficiency, energy efficiency, building material selection, and indoor environmental quality. Sustainable Sites Advise the project team on site -related sustainability features and amenities that will minimize development impacts and maximize certification potential. This includes advising on alternative transportation amenities like bicycle storage and fuel -efficient vehicle infrastructure. • Provide recommendations for building envelope and lighting improvements such as reflective roof materials and lighting controls that reduce building energy requirements. Water Efficiency • Advise the project team on water efficient design strategies related to indoor plumbing and landscaping. This will include recommendations on flow and flush rates for fixtures and fittings as well as irrigation strategies that reduce potable water consumption. Energy Efficiency • Advise the project team on design considerations related to energy efficiency and renewable energy. This will include recommendations on building envelope, HVAC, lighting, energy management, commissioning, and measurement and verification applications. Provide recommendations for installing onsite renewable energy and/or purchasing renewable energy credits (RECs). Identification and coordination of applicable sustainability, energy efficiency and renewable energy incentives will be included in this scope. • Advise and assist with implementation of the commissioning plan for the building's energy -using systems and equipment. Waste and Materials • Advise and assist the general contractor with executing on the construction waste management plan in order to divert high levels of construction waste from landfill. Advise the project team on integrating effective waste diversion collection systems as well as the selection of building materials related to reuse, recycled content, regional manufacturing, and sustainably- harvested wood. This will include a full review of the project's material specifications. Indoor Environmental Quality Advise the project team on design strategies that enhance the indoor environmental experience. Such recommendations will be related to daylight harvesting, interior view lines, and thermal comfort controls. • Advise and assist the general contractor and subcontractors on the selection and use of low -emitting materials as well as an indoor air quality management program during the construction process. This includes using low -emitting adhesives and sealants, paints and coatings, flooring systems, and composite wood and agrifiber products in addition to properly ventilating the space and protecting materials from harmful fumes during construction. Schedule 2 Fixed Consulting Fee COMPANY shall pay CONSULTANT the Fixed Consulting Fee based on the Target LEED Certification Level of Silver. Certification Level LEED Certification Services Schedule Certified $31,900 Silver $37.900 Gold $42,900 Platinum $52,900 Payments shall be made at the following Project Milestones based on the Silver level of LEED Certification: Effective Date (Notice to Proceed): $3,790.00 Design Review (100% Construction Documents): $22,740.00 Construction Review (COD): $7,580.00 Final Certification: $3,790.00 Total: $37,900.00 If the Building's Final Certification Level is higher than the Silver Level, then Consultant shall be paid the difference between the Silver Level and the realized Final Certification Level based on the LEED Certification Services Schedule above. Exclusions This pricing proposal includes all services specifically covered in the proposed Scope of Work. It excludes all other third -party required costs associated with LEED certification including, but not limited to, GBCI registration, review, and appeal fees, ENERGY STAR certification, architectural design and construction work, and building capital improvements.