No preview available
HomeMy WebLinkAboutContractAGREEMENT FOR LEGACY SQUARE PRELIMINARY DESIGN SERVICES THIS AGREEMENT, dated for reference purposes only as December 31, 2024, is by and between the City of Renton (the “City”), a Washington municipal corporation, and Mithun, Inc. (“Consultant”), a Washington Corporation. The City and the Consultant are referred to collectively in this Agreement as the “Parties.” Once fully executed by the Parties, this Agreement is effective as of the last date signed by both parties. 1. Scope of Work: Consultant agrees to provide preliminary design services for the stage located in Legacy Square as specified in Exhibit A, which is attached hereto and incorporated herein by reference (the “Work”). 2. Changes in Scope of Work: The City, without invalidating this Agreement, may order changes to the Work consisting of additions, deletions or modifications. Any such changes to the Work shall be ordered by the City in writing and the Compensation shall be equitably adjusted consistent with the rates set forth inExhibit A or as otherwise mutually agreed by the Parties. 3. Time of Performance: Consultant shall commence performance of the Agreement pursuant to the schedule(s) set forth in Exhibit A. All Work shall be performed by no later than April 30, 2025. 4. Compensation: A. Amount. Total compensation to Consultant for Work provided pursuant to this Agreement shall not exceed $22,000, plus any applicable state and local sales taxes. Compensation shall be paid as a flat rate fixed sum based upon Work actually performed according to the rate(s) or amounts specified in Exhibit A. The Consultant agrees that any hourly or flat rate charged byit for its Work shall remain locked at the negotiated rate(s) unless otherwise agreed to in writing or provided in Exhibit A in the performance of its services set forth therein. Except as specifically provided herein, the Consultant shall be solely responsible for payment of any taxes imposed as a result of the performance and payment of this Agreement. B. Method of Payment. On a monthly or no less than quarterly basis during any quarter in which Work isperformed, the Consultant shall submit a voucher or invoice in a form CAG-25-028 PAGE 2 OF 10 specified by the City, including a description of what Work has been performed, the name of the personnel performing such Work, and any hourly labor charge rate for such personnel. The Consultant shall also submit a final bill upon completion of all Work. Payment shall be made by the City for Work performed within thirty (30) calendar days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Consultant’s performance does not meet the requirements of this Agreement, the Consultant will correct or modify its performance to comply with the Agreement. The City may withhold payment for work that does not meet the requirements of this Agreement. C. Effect of Payment. Payment for any part of the Work shall not constitute a waiver by the City of any remedies it may have against the Consultant for failure of the Consultant to perform the Work or for any breach of this Agreement by the Consultant. D. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City shall not be obligated to make payments for Work or amounts incurred after the end of the current fiscal period, and this Agreement will terminate upon the completion of all remaining Work for which funds are allocated. No penalty or expense shall accrue to the City in the event this provision applies. 5. Termination: A. The City reserves the right to terminate this Agreement at any time, with or without cause by giving ten(10) calendar days’ notice to the Consultant in writing. In the event of such termination or suspension, all finished or unfinished documents, data, studies, worksheets, models and reports, or other material prepared by the Consultant pursuant to this Agreement shall be submitted to the City, if any are required as part of the Work. B. In the event this Agreement is terminated by the City, the Consultant shall be entitled to payment for all hours worked to the effective date of termination, less all payments previously made. If the Agreement is terminated by the Cityafter partial performance of Work for which the agreed compensation is a fixed fee, the City shall pay the Consultant an equitable share of the fixed fee. This provision shall not prevent the City from seeking any legal remedies it may have for the violation or nonperformance of any of the provisions of this Agreement and such charges due to the City shall be deducted from the final payment due the Consultant. No payment shall be made by the City for any expenses incurred or work done following the effective date of termination unless authorized in advance in writing by the City. PAGE 3 OF 10 6. Warranties And Right To Use Work Product: Consultant represents and warrants that Consultant will perform all Work identified in this Agreement following the standard of care followed by design professionals in the locality perfoming similar services under similar conditions, consistent with all applicable and laws (the “Standard of Care”). Compliance with professional standards includes, as applicable, performing the Work in compliance with applicable City standards or guidelines (e.g. design criteria and Standard Plans for Road, Bridge and Municipal Construction). Professional engineers shall certify engineering plans, specifications, plats, and reports, as applicable, pursuant to RCW 18.43.070. Consultant further represents that all final work product created for and delivered to the City pursuant to this Agreement shall be the original work of the Consultantand free from any intellectual property encumbrance which would restrict the City from using the work product.Consultant grants to the City a non-exclusive, perpetual right and license to use, reproduce, distribute, adapt, modify, and display all final work product produced pursuant to this Agreement. The City’s or other’s adaptation, modification or use of the final work products other than for the purposes of this Agreement shall be without liability to the Consultant. The provisions of this section shall survive the expiration or termination of this Agreement. 7. Record Maintenance: The Consultant shall maintain accounts and records, which properly reflect all direct and indirect costs expended and Work provided in the performance of this Agreement and retain such records for as long as may be required by applicable Washington State records retention laws, but in any event no less than six years after the termination of this Agreement. The Consultant agrees to provide access to and copies of any records related to this Agreement as required by the City to audit expenditures and chargesand/or to comply with the Washington State Public Records Act (Chapter 42.56 RCW). The provisions of this section shall survive the expiration or termination of this Agreement. 8. Public Records Compliance: To the full extent the City determines necessary to comply with the Washington State Public Records Act, Consultant shall make a due diligent search of all records in its possession or control relating to this Agreement and the Work, including, but not limited to, e-mail, correspondence, notes, saved telephone messages, recordings, photos, or drawings and provide them to the City for production. In the event Consultant believes said records need to be protected from disclosure, it may, at Consultant’s own expense, seek judicial protection. Consultant shall indemnify, defend, and hold harmless the City for all costs, including attorneys’ fees, attendant to any claim or litigation related to a Public Records Act request for which Consultant has responsive records and for which Consultant has withheld records or information contained therein, or not provided them to the City in a timely manner. Consultant shall produce for distribution any and all records responsive to the Public Records Act request in a timely manner, unless those records are protected by court order. The provisions of this section shall survive the expiration or termination of this Agreement. PAGE 4 OF 10 9. Independent Contractor Relationship: A. The Consultant is retained by the City only for the purposes and to the extent set forth in this Agreement. The nature of the relationship between the Consultant and the City during the period of the Work shall be that of an independent contractor, not employee. The Consultant, not the City, shall have the power to control and direct the details, and manner in which it performs the Work. Specifically, but not by means of limitation, the Consultant shall have no obligation to work any particular hours or particular schedule, unless otherwise indicated in the Scope of Work or where scheduling of attendance or performance is mutually arranged due to the nature of the Work. Consultant shall retain the right to designate the means of performing the Work covered by this agreement, and the Consultant shall be entitled to employ other workers at such compensation and such other conditions as it may deem proper, provided, however, that any contract so made by the Consultant is to be paid by it alone, and that employing such workers, it is acting individually and not as an agent for the City. B. The City shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to Consultant or any employee of the Consultant. C. If the Consultant is a sole proprietorship or if this Agreement is with an individual, the Consultant agrees to notify the City and complete any required form if the Consultant retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Consultant’s failure to do so. 10. Hold Harmless: The Consultant agrees to release, indemnify, and hold harmless the City, elected officials, employees, officers, representatives, and volunteers from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties, expenses, attorney’s or attorneys’ fees, costs, and/or litigation expenses to or by any and all persons or entities, arising from, resulting from, or related to thenegligent acts, errors or omissions of the Consultant in its performance of this Agreementby Consultant, except for that portion of the claims caused by the City’s solenegligence Should a court of competent jurisdiction determine that this agreement is subject to RCW 4.24.115, (Validity of agreement to indemnify against liability for negligence relative to construction, alteration, improvement, etc., of structure or improvement attached to real estate…) 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 PAGE 5 OF 10 Consultant and the City, its officers, officials, employees and volunteers, Consultant’s liability shall be only to the extent of Consultant’s negligence. It is further specifically and expressly understood that the indemnification provided in this Agreement constitute Consultant’s waiver of immunity under the Industrial Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The Parties have mutually negotiated and agreed to this waiver. The provisions of this section shall survive the expiration or termination of this Agreement. 11. Gifts and Conflicts: The City’s Code of Ethics and Washington State law prohibit City employees from soliciting, accepting, or receiving any gift, gratuity or favor from any person, firm or corporation involved in a contract or transaction. To ensure compliance with the City’sCode of Ethics and state law, the Consultant shall not give a gift of any kind to City employees or officials. Consultant also confirms that Consultant does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in selecting the Consultant, negotiating or administering this Agreement, or evaluating the Consultant’s performance of the Work. 12. City of Renton Business License: Unless exempted by the Renton Municipal Code, Consultant shall obtain a City of Renton Business License prior to performing any Work and maintain the business license in good standing throughout the term of this agreement with the City. Information regarding acquiring a city business license can be found at: https://www.rentonwa.gov/Tax Information regarding State business licensing requirements can be found at: https://dor.wa.gov/doing-business/register-my-business 13. Insurance: Consultant shall secure and maintain: A. Commercial general liability insurance in the minimum amounts of $1,000,000 for each occurrence/$2,000,000 aggregate for the Term of this Agreement. B. In the event that Work delivered pursuant to this Agreement either directly or indirectly involve or require Professional Services, Professional Liability, Errors and Omissions coverage shall be provided with minimum limits of $1,000,000 per occurrence. "Professional Services", for the purpose of this section, shall mean any Work provided by a licensed professional or Work that requires a professional standard of care. C. Workers’ compensation coverage, as required by the Industrial Insurance laws of the State of Washington, shall also be secured. PAGE 6 OF 10 D. Commercial Automobile Liability for owned, leased, hired or non-owned, leased, hired or non-owned, with minimum limits of $1,000,000 per occurrence combined single limit, if there will be any use of Consultant’s vehicles on the City’s Premises by or on behalf of the City, beyond normal commutes. E. Consultant shall name the City as an Additional Insured on its commercial general liability policy on a non-contributory primary basis. The City’s insurance policies shall not be a source for payment of any Consultant liability, nor shall the maintenance of any insurance required by this Agreement be construed to limit the liability of Consultant to the coverage provided by such insurance or otherwise limit the City’s recourse to any remedy available at law or in equity. F. Subject to the City’s review and acceptance, a certificate of insurance showing the proper endorsements, shall be delivered to the City before performing the Work. G. Consultant shall provide the City with written notice of any policy cancellation, within two (2) business days of their receipt of such notice. 14. Delays: Consultant is not responsible for delays caused by factors beyond the Consultant’s reasonable control. When such delays beyond the Consultant’s reasonable controloccur, the City agrees the Consultant is not responsible for damages, nor shall the Consultant be deemed to be in default of the Agreement. 15. Successors and Assigns: Neither the City nor the Consultant shall assign, transfer or encumber any rights, duties or interests accruing from this Agreement without the written consent of the other. 16. Notices: Any notice required under this Agreement will be in writing, addressed to the appropriate party at the address which appears below (as modified in writing from time to time by such party), and given personally, by registered or certified mail, return receipt requested, by facsimile or by nationally recognized overnight courier service. Time period for notices shall be deemed to have commenced upon the date of receipt during normal business hours, EXCEPT facsimile or electronic delivery will be deemed to have commenced on the first business day following transmission. Email and telephone may be used for purposes of administering the Agreement, but should not be used to give any formal notice required by the Agreement. CITY OF RENTON Amanda Free 1055 South Grady Way CONSULTANT Crystal Loya 1201 Alaskan Way #200 PAGE 7 OF 10 Renton, WA 98057 Phone: (425) 430-7369 afree@rentonwa.gov Seattle, WA 98101 Phone: (206)971-3427 crystall@mithun.com 17. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational qualification, the Consultant agrees as follows: A. Consultant, and Consultant’s agents, employees, representatives, and volunteers with regard to the Work performed or to be performed under this Agreement, shall not discriminate on the basis of race, color, sex, religion, nationality, creed, marital status, sexual orientation or preference, age (except minimum age and retirement provisions), honorably discharged veteran or military status, or the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification in relationship to hiring and employment, in employment or application for employment, the administration of the delivery of Work or any other benefits under this Agreement, or procurement of materials or supplies. B. The Consultant will take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, creed, color, national origin, sex, age, sexual orientation, physical, sensory or mental handicaps, or marital status. Such action shall include, but not be limited to the following employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training. C. If the Consultant fails to comply with any of this Agreement’s non-discrimination provisions, the City shall have the right, at its option, to cancel the Agreement in whole or in part. D. The Consultant is responsible to be aware of and in compliance with all federal, state and local laws and regulations that may affect the satisfactory completion of the project, which includes but is not limited to fair labor laws, worker's compensation, and Title VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton Council Resolution Number 4085. 18. Miscellaneous:The parties hereby acknowledge: A. The City is not responsible to train or provide training for Consultant. B. Consultant will not be reimbursed for job related expenses except to the extent specifically agreed within the attached exhibits. PAGE 8 OF 10 C. Consultant shall furnish all tools and/or materials necessary to perform the Work except to the extent specifically agreed within the attached exhibits. D. In the event special training, licensing, or certification is required for Consultant to provide Work he/she will acquire or maintain such at his/her own expense and, if Consultant employs, sub-contracts, or otherwise assigns the responsibility to perform the Work, said employee/sub-contractor/assignee will acquire and or maintain such training, licensing, or certification. E. This is a non-exclusive agreement and Consultant is free to provide his/her Work to other entities, so long as there is no interruption or interference with the provision of Work called for in this Agreement. F. Consultant is responsible for his/her own insurance, including, but not limited to health insurance. G. Consultant is responsible for his/her own Worker’s Compensation coverage as well as that for any persons employed by the Consultant. 19. Other Provisions: A. Approval Authority. Each individual executing this Agreement on behalf of the City and Consultant represents and warrants that such individuals are duly authorized to execute and deliver this Agreement on behalf of the City or Consultant. B. General Administration and Management. The City’s project manager is Amanda Free. In providing Work, Consultant shall coordinate with the City’s contract manager or his/her designee. C. Amendment and Modification. This Agreement may be amended only by an instrument in writing, duly executed by both Parties. D. Conflicts. In the event of any inconsistencies between Consultant proposals and this Agreement, the terms of this Agreement shall prevail. Any exhibits/attachments to this Agreement are incorporated by reference only to the extent of the purpose for which they are referenced within this Agreement. To the extent a Consultant prepared exhibit conflicts with the terms in the body of this Agreement or contains terms that are extraneous to the purpose for which it is referenced, the terms in the body of this Agreement shall prevail and the extraneous terms shall not be incorporated herein. E. Governing Law. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington and the City of Renton. Consultant and all of the Consultant’s employees shall perform the Work in PAGE 9 OF 10 accordance with all applicable federal, state, county and city laws, codes and ordinances. F. Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared by the joint efforts of the Parties and shall not be construed against one party or the other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution. G. Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or interpret this Agreement or any of its terms or covenants shall be brought in the King County Superior Court for the State of Washington at the Maleng Regional Justice Center in Kent, King County, Washington, or its replacement or successor. Consultant hereby expressly consents to the personal and exclusive jurisdiction and venue of such court even if Consultant is a foreign corporation not registered with the State of Washington. H. Severability. A court of competent jurisdiction’s determination that any provision or part of this Agreement is illegal or unenforceable shall not cancel or invalidate the remainder of this Agreement, which shall remain in full force and effect. I. Sole and Entire Agreement. This Agreement contains the entire agreement of the Parties and any representations or understandings, whether oral or written, not incorporated are excluded. J. Time is of the Essence. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor provided however, Consultant’s progress shall be subject at all times to the adherence to the Standard of Care in paragraph 6 of this Agreement. Adherence to completion dates set forth in the description of the Work is essential to the Consultant’s performance of this Agreement. K. Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be construed to give any rights or benefits in the Agreement to anyone other than the Parties, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the Parties and no one else. L. Binding Effect. The Parties each bind themselves, their partners, successors, assigns, and legal representatives to the other party to this Agreement, and to the partners, successors, assigns, and legal representatives of such other party with respect to all covenants of the Agreement. PAGE 10 OF 10 M. Waivers. All waivers shall be in writing and signed by the waiving party. Either party’s failure to enforce any provision of this Agreement shall not be a waiver and shall not prevent either the City or Consultant from enforcing that provision or any other provision of this Agreement in the future. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any prior or subsequent breach unless it is expressly waived in writing. N. Counterparts. The Parties may execute this Agreement in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date last signed by the Parties below. CITY OF RENTON By:_____________________________ CONSULTANT By:____________________________ Gina Estep CED Administrator Anne Torney Partner _____________________________ Date ___________________________ Date Approved as to Legal Form By: __________________________ M. Patrice Kent Sr. Assistant City Attorney Contract Template Updated 5/21/2021 (h/contract/2024/3265) 1/16/2025 1/21/2025 _______________________________________________________________________ Giiiiiiiiinannananananannananannnn Estep CED Administrator Approved by Patice Kent via email 1/9/2025 Mithun 2022-05-12 Short Form Proposal Template 12/23/2024 Revised 12/30/2024 Revised 1/16/2025 Gina Estep, CED Administrator City of Renton 1055 S Grady Way 6th Floor Renton, WA 98057 Re: Renton – Legacy Square Fee Proposal Mithun project 2433000 Richard Franko, FAIA Partner cc: Crystal Loya Enclosures: Project Scope and Fee Summary Fee proposal from KPFF dated 12/5/24 Fee proposal LSTN dated 12/23/24 1/16/2025 Project Scope and Fee Summary 2433000 Renton – Legacy Square Page 2 of 4 Mithun 2023-07-19 Short-Form Proposal Template Project Description The City of Renton plans to develop a public square and activated gathering space in the heart of downtown Renton and is looking for architectural assistance to design the stage, large format monitor, and business incubator spaces. This is in partnership with the Sounders RAVE program, with the goal to have it completed by March 2026 in time for the World Cup activities in mid-June. For the World Cup, they see this square as a place where people of all income levels and cultural backgrounds can come together and watch the games in a free family location together. Outside of this scope of work, the square will also contain a RAVE soccer pitch, children’s play area, and accessibility upgrades. Project Data Location / Site: The full public square is 3 acres (including road closures) between Logan Avenue S on the east, South 3rd Street to the south, and Morris Avenue S on the west. No zoning issues are anticipated. Anticipated uses: The stage component is estimated to be a minimum of 20 feet x 30 feet with a height of 12-16 feet. The business incubator is estimated at 10 feet x 25 feet. There is also potential for restrooms integrated into the stage structure, if budget allows. Preliminary Schedule Desire is for Concept Design to occur in January 2025. Scope of Work The following scope of work and deliverables describe the tasks that will be accomplished by Mithun and its consultants. The work of Owner’s consultants is not listed. It is assumed that Owner’s consultants will provide input and deliverables necessary to complete the tasks outlined below in a timely manner and according to the project schedule. Task 1 - Concept Design Estimated duration – 5 weeks Data gathering: site visit, documentation research, code research; history and ecology information gathering. Goal setting: design and/or eco-charrette; visioning meeting. Meetings: (1) site walk and kick off meeting with (2) progress meetings after; Mithun is responsible for generating meeting notes. Initial site walk and kick off meeting anticipated to be in-person, with progress meetings to be held via Zoom. Deliverables: Preliminary (zoning / building) code analysis summary; Site Analysis diagrams (for new construction); Summaries of design / eco-charrette / visioning meetings; 11x17 booklet containing: 1/16/2025 Project Scope and Fee Summary 2433000 Renton – Legacy Square Page 3 of 4 Mithun 2023-07-19 Short-Form Proposal Template o Design Concepts diagrams; o Preferred Design Option with 3-D massing model views; o Concept Design Narrative; o Meeting notes; o Preliminary project schedule. Project Team Owner: Gina Estep CED Administrator Amanda Free Economic Development Acting Director Justin Johnson Engineering Construction Manager Mithun Team Leaders: Principal-in-Charge: Rich Franko Project Manager: Crystal Loya Project Architect: Chris Lim Consultants: Owner’s Consultants: none Mithun’s Consultants: Structural Engineering Jim Swenson, KPFF Acoustical Engineer and Denis Blount, LSTN Consultants AV Basis of Design Electrical Engineer TBD Plumbing Engineer TBD (if applicable) Cost Estimating TBD Contractor: No contractor selection for this phase of work. Assumptions: Owner will provide topographic survey, geotechnical report, existing building plans/scan in CAD and PDF format as applicable. Owner will retain consultants necessary for the project as outlined above. Owner’s consultants will provide their input and deliverables in a timely manner and according to the project schedule. Preliminary cost estimating will be provided by the Owner (in-house), the Owner’s cost estimator or general contractor. Unless specifically required or requested, Mithun will rely on the use of electronic documents and communications, including all deliverables. 1/16/2025 Project Scope and Fee Summary 2433000 Renton – Legacy Square Page 4 of 4 Mithun 2023-07-19 Short-Form Proposal Template Mithun will share information by email and through a mutually acceptable file sharing platform. Tasks included above are anticipated to be completed roughly within 1 month from Owner’s approval of this proposal. Fee Summary: Mithun $6,200 KPFF Structural LSTN Acoustic & AV Electrical Allowance Plumbing Allowance Cost Estimating Allowance Consultant Markup $4,000 $3,500 $500 $180 TBD $818 Proposed Fee Limit: $15,198 Reimbursable expenses, such as courier services, mileage, travel expenses, reprographic services, photography, long distance communications, and jurisdictional authority fees, are not included in this proposal. These expenses will be charged at 1.15 times their cost. RENTON AMPHITHEATER Mithun Proposal for Acoustic and Audiovisual Consulting Job Number: 24983 Document ID: P01 Issuance: Issue Date: 2024-12-23 Author: Denis Blount LSTN Consultants New York, NY Seattle, WA 347-788-0810 www.LSTNconsultants.com Mithun Renton Amphitheater Proposal for Acoustic and Audiovisual Consulting Issue | 2024-12-23 LSTN Consultants Page 1 of 6 1 PROJECT UNDERSTANDING LSTN West LLC (LSTN) is pleased to provide this proposal for acoustics and audiovisual consulting services for the Renton Amphitheater project in the Renton, WA. Our understanding of the key project details per our phone call and email exchange on 2024-12-04 are as follows: Owner City of Renton Architect (and our Client) Mithun Landscape TBD MEP Engineer TBD Structural Engineer TBD Project Location Renton Gateway Park at 233 Burnett Ave S, Renton, WA 98057 Construction Budget $1.6M for full park project $400,000 allocated for covered stage structure – TBC Anticipate separate AV budget in addition to construction budget Project Area TBD Program New covered stage with fixed/dedicated equipment for operational efficiency to accommodate e.g.: - FIFA World Cup viewing parties - Movies in the park - Tailgate parties - Additional program TBD Schedule The project schedule is understood as follows: Phase Duration Start Finish Concept Design (15% Design) 1 month 2025-01 2025-02 Schematic Design/Design Development (60% Design) 3 months 2025-02 2025-04 Construction Documents (90% and 100% Design) 2 months 2025-05 2025-06 Bidding 1-2 months 2025-07 2025-08 Construction Administration 6 months 2025-08 2026-12 Project Documents We anticipate that all needed plans, RCPs, sections, and elevations needed for our design will be furnished in PDF and AutoCAD/Revit format at least two weeks prior to our issuance of markups or drawings. We will produce our drawings in AutoCAD/Revit to our office standard and issue as 2D PDFs. We will produce specifications based on our office CSI standard. Any custom standards must be communicated prior to our commencement. We reserve the right to request additional services for custom standards. Mithun Renton Amphitheater Proposal for Acoustic and Audiovisual Consulting Issue | 2024-12-23 LSTN Consultants Page 2 of 6 2 SCOPE OF WORK Acoustics Our base scope of work is to establish design criteria and/or provide design recommendations for the following: Covered Stage Acoustics Advice on shape and finishes to achieve a desired acoustic quality Environmental Noise Assessment Consulting related to emission of noise from the covered stage to the surrounding environment, with particular focus on nearby noise sensitive neighbors Audiovisual Our audiovisual consulting services includes scope to develop design documents suitable for competitive bid to audiovisual integrators following the 100% CD issuance. Our proposal assumes simple audiovisual systems for use by non-technical staff with an estimated budget of $120,000 and as outlined below: Space Video Audio Other Coverage Stage Direct-View LED Wall (DVLED) for viewing of live-streaming and/or BYOD devices (assume city will rent given upfront capital costs) Full range sound system for program audio reproduction and speech reinforcement Back-of-House storage area for AV head-end equipment, as required. Concept Design (15% Design) Review current relevant information developed in the formation of the project. Meet with the client and design team to determine the goals for the project and establish the program uses of the covered stage. Provide one (1) review of cost estimate provided by other for alignment with the Acoustic & AV design elements of the project Acoustics Review relevant noise codes and/or other obligations on noise emissions Audiovisual Conduct one design workshop with selected client representatives and the project team to develop the audiovisual goals and requirements for the project. Provide initial coordination information regarding audiovisual systems infrastructure and integration. Provide architectural space planning information to support audiovisual system. Schematic Design (30% Design) Acoustics Conduct one site survey (daytime on a weekday, as deemed appropriate) to assess existing exterior noise levels. Mithun Renton Amphitheater Proposal for Acoustic and Audiovisual Consulting Issue | 2024-12-23 LSTN Consultants Page 3 of 6 Provide recommendations for shaping and finishes of the stage structure, in coordination with the sound system design Audiovisual Develop sketches indicating preliminary layout of audiovisual equipment. Estimate heat and electrical loads and grounding requirements for audiovisual systems which will be incorporated into the MEP engineers’ documentation. Attend up to three design workshops with the design team to develop and coordinate the AV systems Deliverable: Acoustic & Audiovisual Basis of Design narrative Design Development (60% Design) Acoustics Develop recommendations on stage structure shapes and finishes. Participate in meetings to discuss the acoustic design Audiovisual Provide preliminary audiovisual equipment dimensions and architectural integration sketches. Provide audiovisual signal distribution and containment requirements (i.e. backbox and conduit requirements). Construction Documents (90% & 100% Design) Acoustics Review one architectural and MEP drawing and specification sets (at 90%CD or as appropriate) for coordination and integration of previous acoustic recommendations. Provide comments and mark-ups of sets as appropriate. Participate in meetings to discuss the acoustic design Audiovisual Refine design and coordination of audiovisual systems. Review and comment on one set of progress architectural, MEP, and IT drawing and specification sets (at 90%CD or as appropriate) for inclusion of AV coordination. Provide drawings and specifications suitable for competitive bidding of audiovisual systems to audiovisual integrators. We have allowed for two milestone issuances during this phase (90% and 100%). Bidding Respond to written RFIs submitted by bidders/contractors to clarify acoustic and AV design intent. We have assumed up to five RFI responses may be required. Construction Administration Conduct site visits (up to qty indicated in Meetings and Site Visits Section) to observe construction progress and issue site notes on observed conditions. Mithun Renton Amphitheater Proposal for Acoustic and Audiovisual Consulting Issue | 2024-12-23 LSTN Consultants Page 4 of 6 Acoustics Assist in review of architectural and MEP submittals to align with acoustic design intent. We have assumed up to five submittal reviews may be required for the acoustic design. Audiovisual Respond to written RFIs submitted by bidders/contractors to clarify our audiovisual drawings and specification. Review submittals provided by audiovisual integrators in accordance with our audiovisual specifications. Clarifications Acoustic design recommendations shall be integrated by the design team into the drawings and specifications of the relevant architect or engineer. We shall provide draft specification clauses and construction details where necessary but there shall be no standalone acoustics drawings or specifications suitable for bid or construction. Additional Services The following scope items are excluded from our base scope and fee but may be provided as an additional service as needed. Any additional services shall be agreed in writing prior to commencement of work. Additional deliverables, meetings, site visits or work outside of project phases beyond what is noted in our scope of work Value engineering Design of mock-ups and/or prototypes Validating performance quality of contractor-proposed substitutions Acoustics Auralizations Environmental noise modeling contour maps and/or noise control design (we assume the city is exempt or can get a variance regarding noise code limits) Work associated with planning approvals, public engagement, visualization or park elements beyond the stage program Environmental noise assessment contribution to EIR/EIS formal submissions and/or code variance submissions Design to support acoustic music performance (we assume amplified audio only) Environmental noise monitoring or any other measurement/reporting not included in scope Assessment of construction noise and vibration Assessment of noise and vibration impact on project from sources outside the project site Voice alarm system intelligibility studies, design services, or measurements Witnessing factory/lab acoustic tests or observing/testing mock-ups Work related to wind-generated noise and vibration Assessment or documentation of sustainability goals such as LEED Audiovisual Design of audiovisual systems beyond those listed in our assumptions or where the budget exceeds our assumption 3D electro-acoustic modelling and/or auralization studies Detailed design of custom mounting and integration for AV equipment Mithun Renton Amphitheater Proposal for Acoustic and Audiovisual Consulting Issue | 2024-12-23 LSTN Consultants Page 5 of 6 User AV control panel interface design or other system programming Separation of bid documents into multiple packages or bidding support services to more than five bidders Enhanced commissioning, system verification and sound system tuning services Preparation of as-built or record drawings IT or Security Consulting Site Meetings and Site Visits LSTN will attend all reasonable requests for design team meetings in Seattle or via videoconference through 100% Construction Documents. Our scope of work includes participation by LSTN at the following quantity of meetings or site visits outside of Seattle: Phase Acoustics/AV Concept Design (15% Design) - Schematic Design (30% Design) 1 Design Development (60% Design) - Construction Documents (90% & 100% Design) - Construction Administration 2 Each meeting or site visit assumes one or two members of staff for up to 1hr on site. We would be pleased to increase the number of meetings or site visits as needed on an additional service basis. 3 FEES Our lump sum fee for the scope of work described above is as follows: Phase Acoustics & AV Concept Design (15% Design) $3,500 Schematic Design/Design Development (60% Design) $9,500 Construction Documents (90% & 100% Design) $6,500 Construction Administration $4,500 Total $24,000 Fees are USD and are net of any and all taxes. Invoices shall be submitted monthly in equal installments for the phase of work underway. Our fee is based on our understanding of the project and the scope of work. We reserve the right to renegotiate our fee if the project’s size, scope, complexity, or construction budget changes. Upon completion of any phase of the project, we will only commence work on the subsequent phase upon written confirmation from the Client that the work has been accepted and approved as the basis for all further project development. Our fee assumes reasonable continuity through the design stages. If the project is placed on hold for 30 days or longer, we will require a mobilization payment upon restart. Reimbursable Expenses The fees above are exclusive of all expenses. Out of pocket expenses will be invoiced at cost and will include but not be limited to the following: Printing and plotting of documents Mithun Renton Amphitheater Proposal for Acoustic and Audiovisual Consulting Issue | 2024-12-23 LSTN Consultants Page 6 of 6 Travel expenses 4 TERMS AND CONDITIONS See attached for our standard terms and conditions, which forms an integral part of our agreement to provide services. These terms and Conditions and our proposal shall control, govern, and constitute the entire agreement between LSTN and Client unless and until another contract is agreed and signed by both parties. This proposal is valid for 30 days from issue. 5 AGREEMENT If Mithun agrees with this proposal, please sign and return a copy as our authorization to proceed: Signature Name (Printed) Date ATTACHMENT A Terms and Conditions Standard Terms and Conditions LSTN Consultants Page 1 of 2 Date: 2024-12-23 Consultant: LSTN West LLC Client: Mithun Owner: City of Renton Project: Renton Amphitheater Extend of Agreement: These terms and conditions hereinafter referred to “Agreement” and supplement and govern all aspects of the obligations and liabilities between Consultant and Client relating to the Project. This agreement shall control and supersede all prior or simultaneous negotiations, representations, and agreements, either written or oral including separate agreements between the Client and an Owner or other party if applicable. In the event that this Agreement is not fully executed, it shall nonetheless be effective and controlling to the parties so long as Consultant has not provided same to the Client and has begun work and not received written objections or modifications. Consultants Responsibilities: The Client appoints the Consultant and the Consultant agrees to perform the Professional Services identified in the Proposal pursuant to the terms and conditions set out in this Agreement. The term “Professional Services” and/or “Deliverables” shall mean reports, opinions, letters, and/or the other deliverables prepared by Consultant in any medium, including graphic and pictorial representations, which relate to its professional services for the Project. Consultant’s Professional services shall be in accordance with current, accepted professional practice appropriate for the size, complexity, schedule, and other characteristics of the Project in the jurisdiction where the project is located. (“Standard of Care”). Consultant shall comply with all reasonable instructions of the Client and shall keep the Client informed on the progress and status of the Professional Services. Consultant shall carry out the services regularly and diligently and shall liaise and cooperate with any other consultant’s appointment by the Client. Client’s Responsibilities: Client shall provide the following: (1) Full information identifying its requirements for and limitations on the project. (2) A representative authorized to act on the Client’s behalf with respect to the Project who shall render decisions in a timely manner pertaining to all requests and/or documents submitted by Consultant. (3) All legal, insurance, and accounting services including auditing services that Client determines necessary to address its needs and interests relating to the Project. (4) Prompt written notice to Consultant if the Client becomes aware of any Consultant fault or defect in the Deliverable. (5) If applicable, the Client shall review and approve submission for each phase of work in a timely manner and shall authorize Consultant in writing to proceed with each succeeding phase. Additional Services: Client requested services that are not expressly or implicitly identified in the proposal as “Basic Services” shall be considered to be “Additional Services.” If the Client requests that the Consultant perform Additional Services, the Client shall provide the Consultant with additional Compensation equal to Consultant’s hours expended at Consultant’s standard hourly rates, which is either attached to this agreement, part of the proposal, or separately determined. Consultant’s hourly rates may be adjusted annually in accordance with Consultant’s standard practice. In the alternative, the Client and Consultant may agree on a stipulated sum for specific Additional Services. However, in no event shall Consultant be compelled or required to perform what it deems to an Additional Service unless the Client provides and appropriate written change order. Limitations of Liability: To the fullest extent permitted by law, Client and Consultant each waive and right to consequential, liquidated, or incidental damages and agree that the total liability, in aggregate, of Consultant and Consultant’s officers, managers, employees, agents, and independent professional associates, and any of them, to the Client and any one claiming by, though, or under the Client, for any and all injuries, claims, losses, expenses, or damages whatsoever arising out of or in any way related to Consultant’s services, the Project, or this Agreement, from any cause or causes whatsoever, including but not limited to, the negligence, errors, omissions, strict liability, breach of contract, misrepresentation, or breach of warranty of Consultant or Consultant’s officers, managers, employees, agents, and independent professional associates, and any of them, shall not exceed the lesser of the total compensation received by Consultant for the specific work performed resulting in the Client’s damages or one hundred thousand dollars ($100,000). Warranties/Guarantees: Consultant makes no express or implied warranty or guaranty of any sort. All warranties and guarantees, including warranty of merchantability or warranty of fitness for a particular purpose, are expressly disclaimed. Third Parties: Services provided by Consultant herein are solely for the benefit of the Client and nothing contained in this agreement shall create a contractual relationship with or cause an action in favor of a third party. Consultant Indemnification of Client: Consultant shall indemnify the Client and its officers, employees, and successors from and against all damages, losses, judgements, including reasonable attorney’s fees and expenses to the extent they result from Consultant’s negligent acts or negligent omissions in the preparation of Deliverables and for patent, copyright, or trademark infringement attributable to Consultant’s services. Consultant’s liability arising from this indemnification and liability for damages generally in connection with the Agreement shall be subject to the limitation of liability stated above. The Client acknowledges and agrees that Consultant shall have no affirmative duty to provide a defense for the Client or any other party in connection with indemnified claims and that Consultant’s responsibility for reimbursement of any reasonable legal fees of the indemnified parties shall be conditioned upon a finding against Consultant of negligence by a court of competent jurisdiction and then only to the extent there is a clear nexus between the costs and the negligent act. The Client further agrees that, to the fullest extent permitted by law, no shareholder, officer, director, partner, principal, or employee of Consultant shall have personal liability under this indemnification provision, under any provision of the Agreement or for any matter in connection with the professional services provided in connection with the Project. Client Indemnification of Consultant: The Client assumes liability for and agrees to defend, indemnify, and hold harmless the Consultant, its subconsultants, and their respective officers, directors, shareholders, partners, principals, employees, and successors from and against all damages, losses, and judgements, including reasonable attorney’s fees and expenses, to the extent they arise from or are alleged to arise from an act or omission of the Client, it’s agents, employees, consultants, contractors, or construction manager (collectively for this indemnity “Client Entity”). The provisions of this section shall extend for all time notwithstanding the termination or expiration of this agreement. Insurance Coverages: The Consultant shall maintain professional indemnity insurance and other insurance policies as described below. All deductibles and premiums associated with the above coverages except a project-specific policy of professional liability insurance shall be the responsibility of the Consultant. The Consultant shall upon request provide to the Client certificates of insurance evidencing compliance with the insurance requirements. The Consultant shall maintain the following minimum amounts of insurance during the term of this Agreement including the following: (1) Workman’s Compensations, Statutory; (2) Employer’s Liability, $0, General Liability, $500,000, Automobile Liability, $0, Professional Liability, $1,000,000, Umbrella Liability, $1,000,000. Copyright and Intellectual Property: Copyright and any other intellectual property rights in all Deliverables, including but not limited to drawings, reports, calculations, specifications, software models, and other documents prepared by Consultant in connection with the Project shall remain vested in the Consultant. Client shall have a royalty free license to use the Deliverables for any purpose connected with or intended by the scope of the Project. In the event any software and/or digital models Standard Terms and Conditions LSTN Consultants Page 2 of 2 (collectively referred to as “Digital IP”) is created by or on behalf of Consultant in relation to the Project, Consultant grants to Client a non- exclusive license to use the Digital IP for the sole purpose of completion of the Project provided that Consultant is fully compensated for its services and expenses on the Project. Unless otherwise agreed, Client shall not be entitled to make multiple copies of Digital IP, permit use by multiple users of the Digital IP, and/or use the Digital IP for purposes other than the completion of the Project. Nothing herein shall prevent or limit Consultant’s right to include photographic or artistic representations of the project among its promotional and educational materials including without limitation, as part of Consultant’s website or elsewhere. Other parties shall be given credit where appropriate for their preparation of the Instruments of Service. Termination and Suspension: Except as otherwise provided in this section, this agreement may be terminated by either party upon not less than thirty (30) calendar days’ written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. If the defaulting party fails to cure its default within the thirty (30) calendar day notice period or fails to commence action to cure its default when the cure cannot reasonably be completed within thirty (30) days, the termination shall take effect without further notice. Upon a suspension of services by the Client, Consultant shall be paid for all fees and expenses for services performed through the date of the suspension plus reasonable demobilization expenses. In the event of a suspension of services, Consultant shall have no liability for any delay or damage caused because of such suspension of services. Upon the resumption of Consultant’s services, Consultant’s fees shall be equitably adjusted, and Consultant shall be reimbursed for all expenses incurred as a result of the suspension. If the Client’s suspension of Consultant’s services continues more than ninety (90) calendar days, Consultant may terminate this agreement upon seven (7) calendar days’ written notice to Client. Payment Provision: Invoices shall be submitted monthly and payments are due within thirty (30) days. All monies secured by the Client by its client to pay for Consultant’s services identified herein shall be deemed to be held in trust for Consultant. Payment of Consultant’s fees shall not be dependent on Client receiving funding from a third party. In the event of a dispute pursuant to the services rendered hereunder, the Client shall not have the right to withhold or set off any payments due or owing to Consultant. Payments due to Consultant and which remain unpaid shall bear interest thirty (30) days from the date of the invoice at a rate of one and a half percent (1.5%) per month or the maximum amount permitted by law. Consultant is entitled to recover any and all legal fees and any other costs expended if it becomes necessary to pursue legal actions to collect fees due hereunder. Client expressly acknowledges that Consultant shall be entitled to a judgement for its attorney fees and court costs attributable to the collection of its fees which are ultimately adjudicated/arbitrated to be rightfully due and owing. Failure of the Client to make payments to Consultant in accordance with this Agreement shall be considered substantial non-performance and grounds for Consultant to terminate the Agreement. Consultant’s full payment pursuant to this section shall be a condition precedent for its obligation of performance. Reimbursable Expenses will be billed at cost. Reimbursable Expenses include the actual expenses incurred directly or indirectly in connection with the project such as those for travel (including transportation, meals, and associated expenses); reproduction and/or printing of Project-related documents, delivery, and express/courier services. This fee is in addition to the budget. No back- up data for time or copies of bills or receipts for Reimbursable Expenses will be provided unless otherwise agreed at the outset. The Client shall pay any goods or services tax in respect of the services and all invoices are stated exclusive of such taxes and net of any withholding tax. No Solicitation of Employees: The Client agrees and acknowledges that it will not, directly or indirectly, solicit or hire an employee of the Consultant or induce any Consultant employee to terminate his or her employment with Consultant without the express written consent of Consultant. Recognizing that the Consultant has expended a substantial investment in recruitment, advertising, testing, and training of their personnel, the Client agrees that if it violates this clause and hires a Consultant employee within one year of the completion of the Project, it shall pay Consultant for each employee thus hired, the amount of one year’s salary, at the last level of annual remuneration that the employee received from Consultant. Confidential Reliance: Consultant shall not, save in the proper course of carrying out their obligations under this Agreement, disclose to any person or otherwise make use of any confidential information obtained in the course of the Agreement relating to the Client. If the Deliverable is a report, it is understood by the Client that it is intended for and may be relied upon only by the Client and other expressly identified Project stakeholders. Consultant shall be entitled to rely on the completeness and accuracy of services, information, and documents furnished by or on behalf of the Client. Dispute Resolution: In mutual recognition of the negative consequences associated with disputes both in terms of lost time and expenses to all parties, the Client and Consultant agree to settle their disputes by good- faith mediation as a condition precedent to the institution of legal proceedings by either party. If mediation would jeopardize the substantive rights of either party due to the application of any applicable statute of limitations, then mediation will be required during the dispute resolution process to the extent it may be used without jeopardizing the substantive rights of either party. The parties shall share the mediator’s fee and any court or associated legal filing fees equally. The mediation shall be held in the state or province and locality of the Consultant, unless another location is mutually agreed upon. In the event that the matter cannot be resolved through (or is not appropriate for) negotiation or mediation, the dispute shall be submitted for determination in the applicable courts of the state/province where the Consultant is located and this Agreement shall be subject to and construed on accordance with the laws of that state or province. The Client shall not assert any claim against the Consultant more than three (3) years after the date of substantial completion of the Project. Notices/Modifications/No Waiver/Force Majeure: Any and all notices or other communications required by this Agreement or by law to be served on, given to, or delivered to either party, shall be in writing and shall be deemed received upon receipt of telegraphic, facsimile, or electronic notice. The Agreement may be amended on by written modification executed by both parties and may not be assigned without the written permission of the non-assigning party. The failure to put into effect, exercise, or enforce any term, condition, or provision of this Agreement shall not be deemed a waiver of such term, condition, or provision or the party’s right to enforce it. Should any part of this Agreement be rendered or declared illegal, legally invalid, or unenforceable, the remaining parts of this Agreement shall remain in full force and effect. The language shall not be construed for or against either party, regardless of who drafted it. This agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which taken together shall constitute one and the same document and a signature by facsimile or electronic mail may be used by any party to this Agreement as if it were an original signature. Each party shall execute and deliver all such further documents and instruments and take all such further action as may be reasonably required or appropriate to carry out the intent and purpose of this Agreement. Neither the Client or the Consultant shall be held accountable or penalized under the terms of this Agreement for failure to perform which is occasioned by war, strike, Act of God, natural disaster, or other casualty beyond the reasonable control of the Client or Consultant.