HomeMy WebLinkAboutContract CAG-15-189
wit ,v
CONSULTANT AGREEMENT
THIS CONSULTANT AGREEMENT ("Agreement") is made as of the 27th day of July, 2015, (the
"Effective Date"), between the CITY OF RENTON, a non-charter code city organized under RCW
35A and State of Washington municipal corporation, ("Renton"), and Shack Design &
Consulting, ("CONSULTANT"), to provide professional architectural services for the City of
Renton. Renton and CONSULTANT are at times collectively referred to as the "Parties".
NOW THEREFORE, in consideration of the recitals, which are incorporated by reference, and
the following mutual promises and covenants contained in this Agreement, the Parties mutually
agree as follows:
1. Scope of Services.
The CONSULTANT will provide all material and labor necessary to perform all work
described in the PROPOSAL, which is attached and fully incorporated in this Agreement by
reference with this Agreement as Attachment "A".
2. Renton's Responsibility.
Renton will provide or coordinate access to the work site so that the work may be
performed and meet the requirements as outlined in the Scope of Services (Attachment "A").
3. Consideration.
Renton agrees to pay the CONSULTANT the Contract Sum, in exchange for complete
performance of the professional services referred to in this Agreement and/or as is detailed in
Attachment A. Any conflict or ambiguity in terms of the CONTRACTOR'S expected performance
shall be guided by the terms of the contract and construed in favor of Renton.
Payment for services shall be made by Renton to the CONSULTANT for completed work on a
time and material basis consistent with the attached estimate, upon completion of the
contracted work. Such payment shall be the full compensation for work performed, services
rendered, and for all labor, materials, supplies, equipment, incidentals, and incidental costs
necessary to complete the work.
4. Contract Sum.
The total amount of this Contract is Seven Thousand five hundred dollars($7500.00).
5. Changes in Scope of Services.
Renton, without invalidating the Contract, may order changes in the Scope of Services
consisting of additions, deletions or modifications. The Contract Sum may be adjusted
according to any reasonable additional cost or expense resulting from such changes. Such
changes in the work shall be authorized by a written Change Order signed by Renton and the
CONSULTANT. The CONSULTANT shall not modify the Scope of Services, without forfeiting any
unpaid fees due, unless the CONSULTANT has received Renton's prior written approval.
6. Time of Performance.
The CONSULTANT shall commence performance of the Contract no later than seven
calendar days after the Contract's final execution, and shall complete the full performance of
the Contract not later than 90 calendar days from the date of commencement.
7. Duration of this Agreement.
This Agreement shall end at completion of the enclosed scope of services or when the
Time of Performance expires, whichever is first. This Agreement may be extended only upon
mutual written agreement of Renton and the CONSULTANT.
8. Method of Payment.
Payment by Renton for the Services will only be made after the Services have been fully
performed to Renton's satisfaction and an invoice is submitted to Renton in an acceptable
form. Payment will be based on the percent of work completed, compliance with the Scope of
Services. Payment will be made in the next pay cycle of Renton's Finance and Information
Technology Department after receipt of such voucher or invoice (pay cycles are bi-weekly).
Renton 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. If the work is not satisfactorily modified or is not in compliance
with this Agreement, Renton may withhold the entire payment, without penalty.
9. Consultant is an Independent CONSULTANT.
The Parties intend to create an Independent CONSULTANT-Employer Relationship and
that the CONSULTANT will have the ability to control and direct the performance and details of
its work, with Renton being interested only in the results obtained under the Agreement. As a
result, CONSULTANT and its subcontractors, employees, agents and volunteers are not Renton
employees and shall not be entitled to any employee benefits or protections.
10. Ownership of Documents.
Drawings, specifications, presentation materials and data in any form of electronic or
graphic media prepared by the CONSULTANT as instruments of service shall remain the
property of the CONSULTANT, whether the project is executed or not. The CONSULTANT shall
retain all common law, statutory and other reserved rights, including the copyright thereto.
Upon execution of this Agreement, the CONSULTANT grants to Renton a nonexclusive license to
reproduce the CONSULTANTS's instruments of service to permit construction of the project. In
2
the event Renton's contractors or subcontractors, or anyone for whom Renton is legally liable,
makes or permits to be made any changes to any reports, plans, specifications or other
documents prepared by the CONSULTANT without obtaining the CONSULTANT's prior written
consent, Renton shall assume full responsibility for the results of such changes. Therefore,
Renton agrees to waive any claim against the CONSULTANT and to release the CONSULTANT
from any liability arising directly or indirectly from such changes.
11. Record Keeping and Reporting.
The CONSULTANT and each sub-consultant, if any, shall submit upon Renton's demand
to Renton such schedules of quantities and costs, progress schedules, payrolls, reports,
estimates, records and miscellaneous data pertaining to the Agreement.
12. Indemnity.
CONSULTANT agrees and covenants to hold and save Renton, its elected officials,
officers, agents, representatives, employees and volunteers harmless and to promptly
indemnify same from and against any claims, actions, damages including all costs and legal
expenses incurred by reason of any negligence in work arising under or in connection with this
Agreement or work related to the Agreement, including loss of life, personal injury and/or
damage to property arising from or out of any occurrence, omission or activity upon, on or
about the premises worked upon relating to this Agreement. This hold harmless and
indemnification provision shall likewise apply for or on account of any patented or unpatented
invention, process, article or appliance manufactured for use in the performance of the
Agreement, including its use by Renton, unless otherwise specifically provided for in this
Agreement.
The CONSULTANT agrees to name Renton as an Additional Insured to its General
Liability Insurance policy on a noncontributory primary basis. In the event Renton shall, without
fault on its part, be made a party to any litigation commenced by or against CONSULTANT, then
CONSULTANT shall proceed and hold Renton harmless including Indemnification of all costs,
expenses and reasonable attorney's fees incurred or paid by Renton in connection with such
litigation to the degree of Consultant's negligence. Furthermore, CONSULTANT agrees to pay
all costs, expenses and reasonable attorneys' fees that Renton may incur or pay in the
enforcement of any of the convenants, provisions, and agreements.
Nothing in this Agreement shall require the CONSULTANT to indemnify Renton against
and hold harmless Renton, from claims, demands or suits based solely upon the conduct of
Renton, its elected officials, officers, and employees and provided further that if claims or suits
are caused by or result from the concurrent negligence of (a) the CONSULTANT's agents or
employees and (b) Renton, its elected officials, officers, and employees, and involves those
actions covered by 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 or relative to a motor carrier transportation contract), this indemnity
provision with respect to claims or suits based upon such concurrent negligence shall be valid
3
and enforceable only to the extent of the CONSULTANT's negligence or the negligence of the
CONSULTANT's agents or employees.
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 or relative to a motor carrier transportation contract) 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 Renton, its elected officials, officers,
employees, agents, representatives and volunteers, the consultant's liability under this
Agreement 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 RCW 51, the Industrial Insurance Act, 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.
13. Insurance.
a. CONSULTANT'S Insurance. CONSULTANT shall secure and maintain the
following insurance policies, and shall not cancel or suspend the insurance policies
identified below, excluding Professional Liability, except after twenty (20) calendar day's
prior written notice to the City of Renton:
Commercial General Liability Insurance: 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.
ii. Professional Liability Insurance: 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 Workers' Compensation:
Workers' compensation coverage, as required by the Industrial Insurance laws of
the State of Washington.
iii. Renton as an Additional-Insured: It is agreed that on
CONSULTANT'S commercial general liability policy, the City of Renton will be
named as an Additional-Insured on a primary and non-contributory basis. Any
coverage maintained by the City of Renton is solely for the coverage and benefit
of Renton, and its elected officials, officers, agents, employees, representatives
and volunteers.
iv. Verification of Coverage: 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.
4
b. Review of Policy: Upon request, the CONSULTANT shall give Renton a full
copy of the insurance policy for its records and for the Renton City Attorney's or Risk
Manager's review.The policy limits may be reviewed and the value reassessed annually.
c. Termination: Notwithstanding any other provision of this Agreement, the
failure of the CONSULTANT to comply with the above provisions of this section shall
subject this Agreement to immediate termination without notice to any person in order
to protect the public interest.
14. Termination of Agreement.
This Agreement may be terminated by either party upon ten (10) calendar days written
notice should the other party fail substantially to perform in accordance with this Agreement's
terms through no fault of the other party, subject to the non-performing party curing any
failure to perform within said ten (10) calendar days. Should failure to perform be cured within
ten (10) calendar days, this Agreement shall remain in full force and effect.
In the event of termination, the CONSULTANT shall be paid for services performed up to
the termination date and accepted as conforming work by Renton, less any costs or expenses
incurred by Renton as a result of the CONSULTANT'S breach of the Agreement.
In that event, all unfinished documents, data, studies, surveys, drawings, maps, models,
photographs and reports prepared by the CONSULTANT shall become Renton's property, and
the CONSULTANT shall be entitled to receive just and equitable compensation for any work
completed on such documents and other materials, unless such documents or materials failed
to conform to the Agreement.
15. Arbitration.
Arbitration of all questions of dispute under this Agreement may be at the choice of
either party and shall be in accordance with the laws of the State of Washington. The results of
arbitration shall be binding on the Parties. Choice of Arbitrator shall be as follows: each party
to choose one with the third choice by mutual agreement or, if unable to agree, chosen by a
Superior Court Judge. Rules of arbitration: American Arbitration Association. All arbitrators
shall be well-versed/trained and experienced in design and construction issues.
16. Assignment.
The Parties may not assign any portion of this Agreement without the non-assigning
party's written consent, and any assignment in violation of this provision shall be void. If the
non-assigning party gives its written consent to any assignment, the terms of this Agreement
shall continue in full force and effect and no further assignment shall be made without
additional written consent.
17. Assigns and Successors.
Renton and the CONSULTANT each binds itself, its partners, successors, assigns, and
legal representatives to the other party to this Agreement, and to the partners, successors,
5
assigns, and legal representatives of such other party with respect to all covenants of the
Agreement.
18. Compliance with Laws.
CONSULTANT agrees to comply with all federal, state, and municipal laws, rules,
regulations, or guidelines that exist at the inception of this contract, or come into existence,
that are reasonably applicable to CONSULTANT's business, equipment, and personnel engaged
in operations covered by this Agreement or accruing out of the performance of those
operations.
19. Conflicts.
In the event of any inconsistencies between CONSULTANT proposals and this
Agreement, the City of Renton Agreement shall prevail.
20. 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.
21. Limitation of Actions.
CONSULTANT must, in any event, file any lawsuit arising from or connected with this
agreement within 120 calendar days from the date the contract work is complete or
CONSULTANT'S ability to file that claim or suit shall be forever barred or waived. This section
further limits any applicable statutory limitations period.
22. Mediation.
Mediation may precede arbitration by mutual consent of the Parties.
23. Modification.
No waiver, alteration, or modification of any of the provisions of this Agreement shall be
binding unless in writing and signed by each party's duly authorized representative.
24. Non-Discrimination and Compliance with Applicable Federal,State and Local Laws.
Except to the extent permitted by a bona-fide occupational qualification, the
CONSULTANT agrees as follows:
The CONSULTANT will not discriminate against any employee or applicant for
employment because of race, creed, color, national origin, sex, age, sexual orientation,
physical, sensory or mental handicaps or marital status. The CONSULTANT will take
6
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.
The CONSULTANT will, in all solicitations for employee's job orders placed with any
employment agency or other firm or agency, state that all qualified applicants will
receive consideration for employment without regard for race, creed, color national
origin, sex, age, sexual orientation, physical, sensory or mental handicaps, or marital
status. The words "equal opportunity employer" in advertisements shall constitute
compliance with this paragraph.
The CONSULTANT will include the provisions of the foregoing paragraphs in every
subcontract or purchase order for the goods or services which are subject matter of this
contract.
In the event of non-compliance by the CONSULTANT with any of the non-discrimination
provisions of the contract, the Owner shall have the right, at its option, to cancel the
contract in whole or in part, without penalty. If the Agreement is canceled based on
non-compliance with this section of the Agreement after partial performance, Renton
shall be obligated to pay the fair market value or the contract price, whichever is lower,
for good or services which have been received and accepted.
The CONSULTANT is solely responsible for knowledge of and 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.
Renton requires all businesses and individuals doing business in Renton to have and maintain a
valid City of Renton business license. (For Renton licensing information call 425-430-6851).
25. No Waiver.
Neither the final certificate of payment nor any provision in the Agreement or partial or
entire use of any installation provided for by this Agreement shall relieve the CONSULTANT of
liability in respect to any warranties or responsibility for faulty materials or workmanship. The
CONSULTANT shall be under the duty to remedy any defects in the work and pay for any
damage to other work resulting therefrom which shall appear within the period of one (1) year
from the date of final acceptance of the work, unless a longer period is specified. Renton will
give notice of observed defects within a reasonably prompt time after discovery, and
CONSULTANT shall be obligated to take immediate steps to correct and remedy any such
defect, fault or breach at the sole cost and expense of CONSULTANT.
7
The failure of Renton to insist upon strict performance of any of the covenants and
agreements contained in this Agreement, or to exercise any option conferred by this
Agreement in one or more instances shall not be construed to be a waiver or relinquishment of
those covenants, agreements or options, and the same shall be and remain in full force and
effect.
26. Public Document/Public Disclosure.
This Agreement will be considered a public document and will be available for
reasonable inspection and copying by the public during regular business hours. This document
may be disclosed pursuant to RCW 42.56 (Public records act).
27. Remedies.
Any remedies provided for in this Agreement are non-exclusive, and shall be cumulative
with all other remedies available to Renton at law, in equity, or by statutes, unless specifically
waived in this Agreement or in a subsequent signed document signed by Renton's authorized
representative.
28. Singular, Plural and Gender.
Whenever required by the context of Agreement, the singular shall include the plural
and the plural shall include the singular. The masculine, feminine and neutral genders shall
each include the other.
29. Sole and Entire Agreement.
This Agreement is the entire agreement between the Parties and any representations or
understandings, whether oral or written, not incorporated by reference into this Agreement are
excluded.
30. 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 Renton and CONSULTANT, and all duties and
responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive
benefit of Renton and CONSULTANT and no one else.
31. Written Notice:
All communications regarding this Agreement shall be sent to the Parties at the
addresses listed on the signature page of the Agreement, unless notified to the contrary. Any
written notice shall become effective three (3) business days after the date of mailing by
registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at
the address stated in this Agreement or such other address as may be specified by the recipient
Party in writing.
8
IN WITNESS WHEREOF, the Parties have entered into this Agreement effective as of the
date written above.
CONSULT/;;IL CITY OF RENTON
Signature Signature
Soar. tt MArlaor)J Terry Higashiyama , CS Administrator
Printed Name and Title Printed Name and Title
Business Name
`f ts'7 ff.4.4er10 001/41 uv nr Mailing Address
t mete1O(7 : /S WA- T$UC
City State Zip
ao& 9/3 . 319(0
Telephone
9
SNACK
sash b.martin,ala 206 913 3976
smprt,m vsbcrckdesignconsultng.corn k shockdes,gnconsr,It+ng corn
July 2rd,2015
This PROPOSAL is made between the ARCHITECT's client, identified as the CLIENT, and the ARCHITECT as follows:
CLIENT: Peter M. Renner, CFM Facilities Director
CLIENT:The City of Renton, Department of Parks and Recreation
425-430-6605
425-766-5209 cell
prenner@rentonwa.gov
ARCHITECT:Sarah Martin
ARCHITECT:SHACK Design &Consulting PLLC
14137 Farmview Ln NE
Bainbridge Island WA 98110
The following comprises a proposal for services to be provided by SHACK Design&Consulting, PLLC (the ARCHITECT),for
The City of Renton (the CLIENT). The project consists of the sensitive development and conversion of a recently vacated
parcel that was gifted to the CLIENT(The Kenyon Property). It is The ARCHITECT's understanding that the desire is to
convert the existing single family residence into an accessible trailhead interpretive center complete with an ADA
restroom, kitchenette, and meeting space. In addition to the renovation of the main residence,the project also includes
the addition of a parking lot on an adjacent property and the possibility of an additional gathering space located in an
adjacent garage. The project is in an early stage, but the desired schedule would see permitting and any envelope work
completed by the end of the year. The ARCHITECT proposes to aid the CLIENT in developing a conceptual plan for the
two sites and develop a program and conceptual design for the interpretive center that can be used to begin the
permitting process. After a pre-application meeting with the Department of Planning and Development the ARCHITECT
will provide an outline and proposal for the final design and permitting.
This Scope of Services is summarized below:
SCOPE OF SERVICES:
1. Goals&Visioning: Gathering stakeholders to discuss program, budget, and goals
2. Conceptual Design: Production of a conceptual level design
3. Pre-application: Meeting with the City of Renton Dept. of Planning and Development to discuss code
constraints and other permitting requirements
This SCOPE OF SERVICES is outlined in detail below:
[$1,900]Goals&Visioning
As part of Goals &Visioning,the ARCHITECT will gather the various stakeholders to discuss project budget and
goals. These stakeholders may include: Peter Renner-Facilities Director for the Department of Parks and
Recreation, Kelly Beymer -Director of Golf Course& Park Maintenance, Leslie Betlach —Parks Planning and
Natural Resources Direction, City of Renton's Capital Project Manager Todd Black(as a landscape consultant),
and Department Administrator Terry Higashiyama. The ARCHITECT proposes a series of three(3) meetings: the
SNACK
Sarah b martin,aio ; 206.913 3976
smart)n!!'A$hackdeslgncansvltirg,corn shackoestgnconsoltmg corn
first to discuss program and budget,the second to discuss design goals,and the third to connect with Dan
Dewald from the City of Bellevue to discuss lessons learned from the Lake Hills Greenbelt Ranger station and the
Lewis Hills interpretive/visitor center projects. The ARCHITECT will facilitate these meetings and provide visual
aids and documentation to help foster communication and reach consensus.
[$3,800]Conceptual Design
Using the results of the visioning meetings,the ARCHITECT proposes to develop a conceptual design of the
future interpretive center. This will include a complete code review as well as coordination with Landscape and
Structural designers (see additional services below). The result of this phase will be a conceptual level design
appropriate for initial meetings with the City of Renton's Planning and Development department. These
conceptual level plans will be appropriate for use in any community meetings deemed necessary. Conceptual
design includes:
• (1)Site Plan showing parking, approach and connection to trails
• (1) Floor Plan showing proposed program (including garage conversion if deemed appropriate)
• Exterior Elevations
• (1)3d view(see note regarding rendering in Additional Services section)
[$1,800]Pre-application
The final phase covered under this proposal will be the initial meeting with the City of Renton's Planning and
Development department to establish any code constraints that may hinder the project as envisioned. In
addition,the ARCHITECT will facilitate any community outreach deemed necessary (see note in Additional
Services below). As a result of these meetings the ARCHITECT will prepare a final conceptual design as well as a
proposal for permitting and documentation.
COMPENSATION:
Invoices will be issued monthly on a percentage of work completed and are payable within thirty(30)days.Amounts
unpaid for thirty(30) days after the invoice date shall bear interest at the rate of twelve(12%) per annum.Attorney's
fees and any other costs incurred in collecting delinquent accounts shall be paid by the CLIENT.At the end of each
phase, invoices must be paid in full,with the exception of invoices less than 30 days old before the ARCHITECT will
proceed to the next phase. If the CLIENT fails to make payments in accordance to this agreement the ARCHITECT
reserves the right to cease work until all funds are paid in full. In the event of such a suspension of service,the
ARCHITECT shall have no liability to the CLIENT for the delay or damage resulting from the delay.
1. Goals&Visioning:$1,900
2. Conceptual Design:$3,800
3. Pre-application:$1,800
TOTAL COST OF SERVICES:$7,500*
The above fee does not include"Reimbursable expenses"or"Client responsibilities" listed below.
REIMBURSABLE EXPENSES:The above fee does not include"Reimbursable expenses". These expenses will be charged at 1.15 x cost.
Reimbursable expenses for this project will include:
• Travel(hotels and meals)if required
SNACK
Sarah h.martin,aia f 206.913 3916
smortintiahackdes[gnconsxdtmg.tom shockdewgncons,Ang tom
• Mileage
• Printing or copying of documents
• Delivery,courier, UPS or similar charges
CLIENT RESPONSIBILITIES: The following are the responsibility of the CLIENT:
• Obtaining a survey from a licensed surveyor.This survey will include an AutoCAD drawing that can be used for
permitting.
• Provide the ARCHITECT with a geotechnical report,if required.
• Provide information relating to utility hookups or service.
• Payment of all permitting fees.
ADDITIONAL SERVICES: Services outside the scope outlined in this document will be charged hourly at a rate of[$110]
unless a separate agreement is made between the ARCHITECT and the CLIENT. Services considered outside the scope of
this document include but are not limited to:
• Services provided by design consultants deemed necessary(Landscape,Structural, MEP). Separate
proposals for these services, including ARCHITECT coordination of specified consultants,will be provided
as required.
• Change of Scope by CLIENT, including additional meetings and coordination or major revisions to the
design after agreement on direction.
• Changes required because of unforeseen requirements made by the jurisdiction. This may include any
additional material required to obtain approval(i.e. neighborhood committees, NEPA approval, etc.).
• Community outreach meetings deemed necessary by any party.
• Perspective Renderings for public presentation, marketing or media announcements beyond basic
graphic plans and 3d image produced as part of Conceptual Design.
• Models constructed for the use of public display.
• Cost estimating services(separate proposal will be submitted if desired)