HomeMy WebLinkAboutContract CAG-15-199
CONSULTANT AGREEMENT
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THIS CONSULTANT AGREEMENT ("Agreement") is made as of the.. day of September, 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 Landau
Associates, Inc., ("CONSULTANT"), to provide professional Environmental Site Assessment
services at 16305 126th Avenue SE, Renton, Washington,also known as Parcel# 143310-0090 in
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.
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 Five Thousand Dollars and zero cents ($5,000.00)
which includes Washington State sales tax.
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 5 calendar
days after the Contract's final execution, and shall complete the full performance of the
Contract not later than 60 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 the 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. 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.
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11. 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 and all claims, actions, damages, liability of every type
and nature including all costs and legal expenses incurred arising from the negligent
performance of any work 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 or in any
way 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 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 and he shall pay all costs, expenses and reasonable attorney's fees incurred or
paid by Renton in connection with such litigation. 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 covenants, 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
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
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indemnification. This waiver has been mutually negotiated by the Parties. The provisions of
this section shall survive the expiration or termination of this Agreement.
12. 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, except after twenty (20) calendar day's prior written notice by
certified-mail 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 that are excluded in the
commercial general liability insurance.
iii. Workers' Compensation: Workers' compensation coverage, as
required by the Industrial Insurance laws of the State of Washington.
iv. 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.
v. 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.
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.
13. 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
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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 finished or 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.
14. 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.
15. 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.
16. 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,
assigns, and legal representatives of such other party with respect to all covenants of the
Agreement.
17. Compliance with Laws.
CONSULTANT agrees to comply with all federal, state, and municipal laws, rules,
regulations, or guidelines that exist or come into existence that are applicable to
CONSULTANT's business, equipment, and personnel engaged in operations covered by this
Agreement or accruing out of the performance of those operations.
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18. Conflicts.
In the event of any inconsistencies between CONSULTANT proposals and this
Agreement, the City of Renton Agreement shall prevail.
19. 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.
20. 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.
21. Mediation.
Mediation may precede arbitration by mutual consent of the Parties.
22. 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.
23. 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
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
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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).
24. 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.
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.
25. 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).
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26. 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.
27. 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.
28. 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.
29. 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.
30. 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.
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IN WITNESS WHEREOF,the Parties have entered into this Agreement effective as of the
date written above.
CONS L10(000- CITY OF RENTON
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Attachment"A"
Phase I Environmental Site Assessment Services Property Located
at 16305 126th Avenue SE in
Renton,Washington
Scope of Work
Landau Associates, Inc. will provide a Phase I Environmental Site Assessment for the 8,710
square foot residential property located at 16305 126th Avenue SE, Renton, Washington, also
known as Parcel # 143310-0090.
The purpose of the Phase I Environmental Site Assessment is to evaluate and document
conditions related to the subject property as part of pre-acquisition due diligence, that could
present environmental liabilities to an owner.
The Consultant will perform the services outlined above for a fixed fee of$5,000.
Reference Landau Associates, Inc. Scope of Services and Cost Estimate dated September 2,
2015.
LANDAU
14 ASSOCIATES
September 2,2015
City of Renton
1055 South Grady Way
Renton, Washington 98057
Attn: Ms. Leslie Betlach
RE: PROPOSED SCOPE OF SERVICES AND COST
PHASE I ENVIRONMENTAL SITE ASSESSMENT SERVICES
FLETCHER PROPERTY
16305 126TH AVENUE SE
RENTON,WASHINGTON
Transmitted via email to:Ibetlach.rentonwa.gov
Dear Ms. Betlach:
As requested, this letter provides a proposed scope of services and cost for Landau Associates to
provide a Phase I Environmental Site Assessment (ESA) for the 8,710-square-foot residential property
located at 16305 126th Avenue SE in Renton, Washington (subject property). Based on our discussions
with you, the subject property is being considered for acquisition by the City of Renton (City), and the
Phase I ESA is being conducted as part of your pre-acquisition due diligence. Our understanding of the
project, our proposed scope of services to meet the project objectives, and our estimated cost to provide
the proposed services are presented below.
PROJECT UNDERSTANDING/BACKGROUND
Based on the information that you provided and from the King County Assessor website, the
subject property consists of King County Parcel No. 143310-0090, located on the west side of 126th
Avenue SE and near the southeast corner of Cascade Park in Renton, Washington. The subject property
is owned by Mavis Fletcher and is developed with a single-family residence that was built in 1962. We
understand that the Phase I ESA is being conducted to evaluate and document conditions related to the
subject property that could present environmental liabilities to an owner.
SCOPE OF SERVICES
To meet our objectives for the project, we propose a scope of services consisting of:
• A Phase I ESA in accordance with the ASTM International (ASTM) Standard Practice for
Environmental Site Assessments: Phase I Environmental Site Assessment Process, E 1527-13
ENVIRONMENTAL GEOTECHNICAL NATURAL RESOURCES
130 2nd Avenue South • Edmonds,WA 98020• (425)778-0907• fax(425)778-6409 •www.landauinc.com
EDMONDS(CORPORATE) •SEATTLE•TACOMA •OLYMPIA•SPOKANE•PORTLAND
(as applied in the State of Washington). The Phase I ESA will include a review of historical
and regulatory information, a site reconnaissance, interviews, and data evaluation and
reporting of our assessment of the presence of recognized environmental conditions,
historical recognized environmental conditions, and controlled recognized environmental
conditions in accordance with the ASTM standard. We will also identify, as appropriate,
potential environmental concerns, which are conditions that do not meet the definition for a
recognized environmental condition, but that warrant recognition by a potential purchaser.
Deliverable: A draft written report presenting the results of the Phase I ESA for your review.
The report will identify data gaps in our assessment, our efforts to fill them, and comments on
whether the data gaps are significant and affect our overall findings. The report will also
include recommendations for further investigation to address any recognized environmental
conditions, potential environmental concerns, or data gaps, as warranted. A final report
incorporating your comments, as appropriate, will be provided in electronic form (in PDF
format). If requested, up to three paper copies of the final report will also be provided.
ESTIMATED SCHEDULE
We are prepared to begin work immediately, and with receipt of your authorization to proceed,
we anticipate the following schedule:
• Week 1: Project initiation including data collection and review,and the site reconnaissance.
• Week 2: Data evaluation and reporting including submittal of an email summary of
preliminary findings.
• Weeks 3 and 4: Reporting and submittal of the draft Phase I ESA report.
The final report will be provided within 1 week of receipt of comments regarding the draft
version.
ASSUMPTIONS
Our assumptions in preparing this scope of services and cost estimate include the following:
• The City will provide access and any necessary rights-of-entry to the subject property.
• The City will provide copies of any available environmental or geotechnical documentation
about the subject property including any previous investigations or surveys within 1 week of
authorization of this proposal.
• The City will return to Landau Associates a completed copy of the "User-Provided
Information Request Form" (attached) for the subject property within 1 week of the
authorization of this proposal.
• The City will provide access to individuals/owners/tenants familiar with historical operations
at the subject property.
• The draft report will need only minor revisions, requiring not more than 2 hours to produce
the final report.
• Conditions at immediately adjacent properties may not be observable from accessible roads
on the subject property or from public access areas and, as a result, may not be identified
during the site reconnaissance.
09/02/15\\edmdata02\Proposals\C_Renton\2015-09_Fletcher Phase I ESA\Fletcher Property_Phase I ESA_prop-09-02-15.docx LANDAU ASSOCIATES
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• The state agency regulatory review for the Phase I ESA will be based on the subcontracted
database report. The need for acquisition and review of information from agency files, such
as the Washington State Department of Ecology's, would be assessed based on the database
report review, and conducted under a separate authorization.
• The handling charge for subcontractor costs is 12 percent, and is included in our estimated
costs.
• Costs do not include a contingency amount for unanticipated out-of-scope activities by
subcontractors and/or Landau Associates.
COST
The proposed cost for the Phase I ESA is a lump sum of$5,000.
PROJECT STAFF
Landau Associates staff for this project will include Kathryn Hartley, Senior Scientist, who will
be responsible for day-to-day management of the project. Tim Syverson, L.G., Senior Associate
Geologist, will provide senior review of the Phase I ESA report. Kathryn and Tim have extensive
experience with ESAs on properties in the Northwest and in the City of Renton. Working with Kathryn
and Tim on the project will be Landau Associates staff experienced with Phase I ESAs.
AUTHORIZATION
Our services will be provided on a lump-sum basis in accordance with the attached General
Conditions, which are hereby made a part of this agreement. If unforeseen conditions are encountered,
we will bring these to your attention and seek modification to the scope of services and budget, as
appropriate.
To authorize our services, please sign in the space provided on the next page, or authorize by
your preferred method.
Please contact me at khartley(ailandauinc.com if you have any questions regarding this proposal
or wish to discuss the project further.
LANDAU ASSOCIATES, INC.
eii4614 -14
Kathryn f. Hartley
Senior Scientist
KFH/TLS/ccy
2016-2638
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