HomeMy WebLinkAboutAdden 3 � CAG-12-086, Adden #3-13
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CONSULTANT AGREEMENT
THIS CONSULTANT AGREEMENT "A reement" ��
( g ) is made as of the � day of April, 2013, (the
"Effective Date") by and between the City of Renton, a noncharter code city under RCW 35A,
and a municipal corporation under the laws of the State of Washington (hereinafter "Renton"),
and EA ENGINEERING, SCIENCE AND TECHNOLOGY, INC., (hereinafter "Consultant"), who are
collectively referred to as the "Parties", for additional Quendall Terminals Phase 3B FEIS and
Mitigation Agreement work under CAG-12-086.
Renton and Consultant, for full mutual consideration as more specifically detailed below, agree:
1. Scope of Services. The Consultant will provide professional services, including
but not limited to all necessary labor and/or supervision, as specified in the attached Scope of
Services (Exhibit A), attached and fully incorporated into this Agreement by reference. This
Agreement is 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 Services may be amended only as provided in this Agreement, in
Section 2. "Services" shall mean professional services, work, labor and/or supervision.
2. Changes in Scope of Services. Renton, without invalidating this Agreement, may
order changes in the services consisting of additions, deletions or modifications, and adjust the
fee accordingly. Such changes in the services shall be authorized by written agreement signed
by Renton and Consultant. If the project scope requires less time, a lower fee will be charged. If
additional work is required, Consultant will not proceed without a written change order from
Renton. 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. Consultant shall complete performance for the items
under Consultant's control in accordance with Exhibit A. If items not under Consultant's control
impact the time of performance, Consultant will immediately notify Renton in writing.
4. Term of Consultant Agreement. The term of this Agreement shall end at
completion of the Scope of Services identified in Exhibit A, but no later than December 31,
2013. The Parties may, upon mutual written agreement, extend this Agreement to accomplish
change orders.
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5. Consultant Agreement Sum. Renton shall make payment for services to
Consultant for completed services consistent with and as provided in the attached estimate Fee
Structure (Exhibit B), attached and fully incorporated into this Agreement by reference. Such
payment shall be the full compensation for services rendered and for all labor, materials,
supplies, equipment and incidentals necessary to complete the services.
The total amount of this Agreement is not to exceed the sum of Seventeen thousand,
two hundred and eighty five dollars and no cents ($17,285). Washington State Sales Tax is not
required. Renton, in entering into this Agreement, does not guarantee that any services will be
requested nor guarantees any specific dollar amount of services during the term of this
Agreement.
6. Method of Payment. Payment by Renton for services rendered will be made
after a voucher or invoice is submitted in the form specified by Renton. Payment will be made
within thirty (30) calendar days after receipt of such voucher or invoice. Renton shall have the
right to withhold payment to Consultant for any work not completed in a satisfactory manner
until such time as Consultant modifies such services so that the same is satisfactory to Renton.
7. Record Maintenance and Work Product. Consultant shall maintain accounts and
records, which properly reflect all direct and indirect costs expended and services provided in
the performance of this Agreement. Consultant agrees to provide Renton with access to any
records. 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 Renton, including records, files, computer disks, magnetic media or
material which may be produced by Consultant while performing the services. Consultant will
grant Renton the right to use and copy Consultant copyright materials as an inseparable part of
the work product provided.
8. Assignment Agreement. The Consultant shall not assign any portion of this
consultant Agreement without the City of Renton's express written consent.
9. Hold Harmless. Consultant shall indemnify, defend and hold harmless Renton, its
elected officials, officers, agents, employees and volunteers, from and against any and all
claims, losses or liability, or any portion of the same, including but not limited to reasonable
attorneys' fees, legal expenses and litigation costs, arising from injury or death to persons,
including injuries, sickness, disease or death of Consultant's own employees, agents and
volunteers, or damage to property caused by Consultant's negligent act or omission, except for
those acts caused by or resulting from a negligent act or omission by Renton and its officers,
agents, employees and volunteers.
Renton agrees to indemnify Consultant from any claims, damages, losses, and costs,
including, but not limited to, reasonable attorney's fees, legal expenses and litigation costs,
arising out of claims by third-parties for property damage and bodily injury, including death,
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caused solely by the negligence or wiliful misconduct of Renton, Renton's employees, agents or
volunteers in connection with this Consultant Agreement.
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 contractor
and Renton, 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
herein constitute the 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.
10. 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 throughout the duration of this
Agreement.
b. Professional liability insurance, in the minimum amount of$1,000,000 for
each occurrence, shall also be secured for any professional services being provided to
Renton that are excluded in the commercial general liability insurance.
c. Workers' compensation coverage, as required by the Industrial Insurance
laws of the State of Washington, shall also be secured.
d. It is agreed that on Consultant's commercial general liability policy, the
City of Renton will be named as an Additional Insured on a non-contributory primary
basis.
e. Subject to Renton's review and acceptance, a certificate of insurance
showing the proper endorsements, shall be delivered to Renton before executing the
work of this Agreement.
f. The Consultant shall provide Renton with written notice of any policy
cancellation, within two business days of their receipt of such notice.
11. Independent Contractor. Consultant's employees, while engaged in the
performance of any of Consultant's services under this Agreement, shall be considered
employees of the Consultant and not employees, agents or representatives of Renton.
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Consultant's relation to Renton shall be at all times as an independent contractor. Any and all
Workman's Compensation Act claims on behalf of Consultant employees, and any and all claims
made by a third-party as a consequence of any negligent act or omission on the part of
Consultant's employees, while engaged in services provided to be rendered under this
Agreement, shall be the solely Consultant's obligation and responsibility.
12. Compliance with Laws. Consultant and Consultant's employees and volunteers
shall perform the services required in this Agreement in accordance with all applicable federal,
state, county and city laws, rules, regulations, and executive orders. A copy of this language
must be made a part of any contractor or subcontractor agreement.
13. Discrimination Prohibited: Except to the extent permitted by a bona fide
occupational qualification, the Consultant agrees as follows:
Consultant, and Consultant's agents, employees, representatives, and volunteers with
regard to the services 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 services or any other benefits under this Agreement, or procurement of materials or
supplies.
The Consultant will take affirmative action to insure that applicants are employed and
that emptoyees 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.
In the event of non-compliance by the Consultant with any of the non-discrimination
provisions of the contract, Renton shall have the right, at its option, to cancel the Agreement in
whole or in part. If this Agreement is canceled after part performance, Renton shall be
obligated to pay the fair market value or the contract price, whichever is Iower, for good or
services which have been received and accepted.
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 and worker's compensation.
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Renton requires all businesses and individuals doing business in Renton to have and
maintain a valid City of Renton business license. (For information contact licensing at 425-430-
6851).
14. Other Provisions:
a. Administration and Notices. Each individual executing this Agreement
on behalf of Renton and Consultant represents and warrants that such individuals are
duly authorized to execute and deliver this Agreement on behalf of Renton or
Consultant. Any notices required to be given by the Parties shall be delivered at the
addresses set forth below. Any notices may be delivered personally to the addressee of
the notice or may be deposited in the United States mail, postage prepaid, to the
address set forth below. Any notice so posted in the United States mail shall be deemed
received three (3) days after the date of mailing. This Agreement shall be administered
by and any notices should be sent to:
CITY OF RENTON CONSULTANT
C.E. (Chip) Vincent Nimish Desai
Administrator EA
Community& Economic Development 2200 Sixth Ave, Suite 707
1055 South Grady Way Seattle, WA 98121
Renton, Washington 98057
b. Amendment and Modification. This Agreement may be amended only
by an instrument in writing, duly executed by both Parties.
c. 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.
d. Joint Drafting Effort. This Contract 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.
e. 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.
f. Severability. A determination by a court of competent jurisdiction that
any provision or part of this Agreement is illegal or unenforceable shall not cancel or
invalidate the remainder of such provision of this Agreement, which shall remain in full
force and effect.
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g. Sole and Entire Agreement. This Agreement contains the entire
agreement of the Parties and any representations or understandings, whether oral or
written, not incorporated herein are excluded.
h. 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.
i. 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 Renton 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.
IN WITNE55 WHEREOF, the Parties have entered into this Agreement effective as of
Effective Date identified above.
CITY OF RENTON CONSULTANT
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C.E. (Chip) Vincent, Administrator Nimish Desai
Community & Economic Development 2200 Sixth Ave., Suite 707
1055 South Grady Way Seattle, WA 98121
Renton, Washington 98057
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Date Date
Approved as to Legal Form Attest
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Lawrence J. Warren Bonnie I. Walton
Renton City Attorney Renton City Clerk
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Date Date
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� +i�,r �rr+` 2200 Sixth Avenue,Suite 707
Seattle,WA 98121
Telephone:(206)452-5350
Fax:(206)443-7646
EA Engineering,Science,and Technology,Inc. www.eaest.com
March 20, 2013 EXH/B/T A
Vanessa Dolbee, (Acting) Senior Planner
City of Renton
Department of Community & Economic Development
1055 South Grady Way
Renton, WA 98057
RE: Quendall Terminals, Phase 3B: Prepare and Issue FEIS and Mitigation Agreement
Confract Amendment
Dear Vanessa:
On January 11, 2013, the City of Renton authorized a contract amendment for EA and members
our technical team to prepare and issue the Quendall Terminals FEIS and Mitigation Agreement
(Phase 3B of the EIS). Based on the City's review of the 1St preliminary FEIS, you have asked
for additional transportation input to the FEIS from TENW. Century Pacific has now requested
that members of our technical team (AESI, Raedeke Associates, and TENW) provide
assistance with the implementation language for the Mitigation Agreement -- we had previously
assumed that Century's technical consultants would provide this information. Following is our
proposed Scope of Work and Budget for this additional work.
Scope of Work
AESI
AESI will prepare implementation language for the Quendall Terminals Mitigation Agreement
between the City of Renton and the applicant in the following areas: Earth, Critical Areas, and
Environmental Health. AESI will generate implementation language for approximately 26
mitigation measures. The general template for AESI's and our other technical team members'
implementation language will be the Mitigation Documenf for the Barbee Mill Preliminary Plat
(2004).
Raedeke
Raedeke will prepare implementation language for the Quendall Terminals Mitigation
Agreement between the City of Renton and the applicant for Critical Areas. Raedeke will
generate implementation language for approximately eight mitigation measures.
TENW
TENW will prepare implementation language for the Quendall Terminals Mitigation Agreement
between the City of Renton and the applicant for Transportation. TENW will generate
implementation language for approximately 17 mitigation measures.
TENW will also provide assistance in completing the FEIS, including:
• Prepare a summary mitigation table that addresses drivers' experience, project
mitigation, and traffic capacity in layman's terms; and,
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• Assist EA in responding to the City's comments/questions on the 1St Preliminary FEIS.
EA
EA will coordinate the technical consultants; review and comment on their work products;
incorporate their work into the Mitigation Agreement and 2"d PFEIS; and, coordinate responses
to any comments from the City on the draft Mitigation Agreement and 2"d PFEIS.
Budqet
Based on the above Scope of Work, we will need an adjustment of 17 285 to our Phase 3B —
Prepare and Issue FEIS and Mitigation Agreement budget (see the budget breakdown below).
EA 7eam Member Costs `$
AESI 6,710
Raedeke 2,750
TENW 3,850
EA 3 975
TOTAL 17,285
' AESI's, Raedeke's, and TENW's costs includes a 10 percent mark-up for billing
and other administrative tasks performed by EA.
All of the terms and conditions specified in our Phase 3B Contract with the City still pertain
unless modified herein. If the proposed Scope of Work and Budget are acceptable to the City,
please proceed with authorizing this adjustment. We are prepared to begin the additional
Phase 3B work upon your authorization.
Please call either of us if you have any questions.
Sincerely,
EA Engineering, Science, and Technology, Inc.
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Rich Schipanski Gretchen Brunner
Manager, Planning and Environmental Review Senior Planner
Quendall Termina/EIS Z
Phase 3B—Prepare&Issue FE/S& Mifigation Agreement, Confract Amendment