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HomeMy WebLinkAboutContract ( CAG-12-086 CONSULTANT AGREEMENT THIS AGREEMENT is made as of the day of , 2012, between the CITY OF RENTON, a municipal corporation of the State of Washington, hereinafter referred to as "CITY" and EAR Blumen Consulting Group, Inc., hereinafter referred to as "CONSULTANT",for it to continue the work preparing and issuing an EIS Addendum for the Quendall Terminals project,that was started in 2010 with CAG 10-051 ($15,000), CAG 10-102 ($157,975), and into 2011/2012 with CAG 11-197 ($32,933.08 remaining from CAG-10-102)that expired April 30, 2012. Information shall be made available for use by the City of Renton Staff and City Council. The CITY and CONSULTANT agree as set forth below: 1. Scope of Services. The Consultant will provide all labor necessary to perform all work, which is described in the attached Scope of Services (Exhibit A). This Agreement and Exhibit hereto contain the entire agreement of the parties and supersedes all prior oral or written representation or understandings. This Agreement may only be amended by written agreement of the parties. The scope of work may be amended as provided herein. 2. Changes in Scope of Services. The City,without invalidating the Consultant Agreement, may order changes in the services consisting of additions, deletions or modifications, and adjust the fee accordingly. Such changes in the work shall be authorized by written agreement signed by the City and Consultant. If the project scope requires less time,a lower fee will be charged. If any provision of this Agreement is held to be invalid,the remainder of the Agreement shall remain in full force and effect to serve the purposes and objectives of this Agreement. 3. Time of Performance. The Consultant shall complete performance of the Consultant Agreement for the items under Consultant's control. If items not under the Consultant's control impact the time of performance,the Consultant will notify the City. The term of this Agreement shall end at completion of the scope of work identified in Exhibit A, but no later than March 31, 2013. This Agreement may be extended to accomplish change orders, if required, upon mutual written agreement of the City and the Consultant. 4. Consultant Agreement Sum. The total amount of this Agreement is not to exceed the sum of thirty nine thousand, seven hundred and sixty five dollars ($39,765)which will be paid to the City of Renton from Quendall Terminals. Washington State Sales Tax is not required. The Cost Estimate provided by the Consultant to the City specifies total cost. The City will not authorize work under this contract until the contract sum has been deposited with the City by Quendall Terminals. S. Method of Payment. Payment by the City for services rendered will be made after a voucher or invoice is submitted in the form specified by the City. Payment will be made within thirty(30) days after receipt of such voucher or invoice. The City shall have the right to withhold payment to the Consultant for any work not completed in a satisfactory manner until such time as the Consultant modifies such work so that the same is satisfactory. 1 6. Record Maintenance and Work Product. The Consultant shall maintain accounts and records, which properly reflect all direct and indirect costs expended and services provided in the performance of this Agreement. The Consultant agrees to provide access to any records required by the City. All originals and copies of-work product, exclusive of Consultant's proprietary items protected by copyright such as computer programs, methodology, methods, materials, and forms, shall belong to the City, including records, files, computer disks, magnetic media or material which may be produced by Consultant while performing the services. Records shall be retained for six years after completion of the contract. Consultant will grant the City the right to use and copy Consultant copyright materials as an inseparable part of the work product provided. 7. Assignment Agreement. The Consultant shall not assign any portion of this consultant Agreement without express written consent of the City of Renton. 8. Hold Harmless. The Consultant shall indemnify, defend and hold harmless the City, its officers, agents, employees and volunteers,from and against any and all claims, losses or liability, or any portion thereof, including attorneys fees and costs, arising from injury or death to persons, including injuries, sickness, disease or death of Consultant's own employees, or damage to property caused by a negligent act or omission of the Consultant, except for those acts caused by or resulting from a negligent act or omission by the City and its officers, agents, employees and volunteers. Should a court of competent jurisdiction determine that this agreement is subject to RCW 4.24.115,then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the consultant and the city, its officers, officials, employees and volunteers,the consultant's liability hereunder shall be only to the extent of the consultant's negligence. It is further specifically and expressly understood that the indemnification provided herein constitute the consultant's waiver of immunity under the Industrial Insurance Act,Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this agreement. 9. Insurance. The Consultant shall secure and maintain commercial liability insurance in the amount of$1,000,000 in full force throughout the duration of this Consultant Agreement. It is agreed that on the CONSULTANT's policy,the City of Renton will be named as Additional Insured(s) on a non-contributory primary basis. A certificate of insurance and the Primary& Non-Contributory Additional Insurance Endorsement page, properly endorsed, shall be delivered to the City before executing the work of this agreement. Please note: The cancellation language should read "Should any of the above described policies be cancelled before the expiration date thereof,the issuing company will mail 45 days written notice to the certificate holder named to the left." 10. Independent Consultant. Any and all employees of the Consultant,while engaged in the performance of any work or services required by the Consultant under this agreement, shall be considered employees of the Consultant only and not of the City. The Consultant's relation to the City shall be at all times as an independent consultant. Any and all claims that may or might arise under the Workman's Compensation Act on behalf of said employees,while so engaged, and any and all claims made by a third party as a consequence of any negligent act or omission on the part of the Consultant's employees,while so engaged on any of the work or services 2 provided to be rendered herein, shall be the sole obligation and responsibility of the Consultant. 11. Compliance with Laws. The Consultant and all of the Consultant's employees shall perform the services in accordance with all applicable federal, state, county and city laws, codes and ordinances. Discrimination Prohibited: Consultant,with regard to work performed under this agreement, will not discriminate on the grounds of race, color, national origin, religion, creed, age, sex,the presence of any physical or sensory handicap, or sexual orientation, in the selection and/or retention of employees, or procurement of materials or supplies. This agreement is entered into as of the day and year written above. CONSULTANT p � \ Nimish Desai, Business Unit Director Mayor Denis Law EA J Blumen City of Renton 720 Sixth St, Ste 100 1055 S Grady Wy 6th Fl Kirkland,WA 98033 Renton,WA 98057 APPROVED AS TO FORM: ATTEST: City Attorney Bonnie I. Walton, City Clerk 3