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HomeMy WebLinkAboutContractAGREEMENT FOR HERS ENERGY MODELING FOR ACCESSORY DWELLING UNIT (ADU) DESIGN PLANS THIS AGREEMENT, dated for reference purposes only as December 3, 2020, is by and between the City of Renton (the “City”), a Washington municipal corporation, and Reid Middleton (“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 professional engineering services for Renton’s Accessory Dwelling Unit project as specified in Exhibit 1, which is attached and incorporated herein and may hereinafter be referred to as 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 modif ications. 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 in Exhib it 1 or as otherwise mutually agreed by the Parties. 3.Time of Performance: Consultant shall commence performance of the Agreement as soon as practicable after the Agreement’s effective date. All Work shall be performed by no later than February 15, 2021. 4.Compensation: A. Amount. Total compensation to Consultant for Work provided pursuant to this Agreement shall not exceed $63,900, plus any applicable state and local sales taxes. Compensation shall be paid based upon Work actually performed according to the rate(s) or amounts specified in Exhibit 1. The Consultant agrees that any hourly or flat rate charged by it for its Work shall remain locked at the negotiated rate(s) unless otherwise agreed to in writing or provided in Exhibit 1. 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 is performed, the Consultant shall submit a voucher or invoice in a form 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 March 17, 2021. CAG-20-492 PAGE 2 OF 10 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 t o payment for all hours worked to the effective date of termin ation, less all payments previously made. If the Agreement is terminated by the City after 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. 6.Warranties And Right To Use Work Product: Consultant represents and warrants that Consultant will perform all Work identified in this Agreement in a professional and workmanlike manner and in accordance with all reasonable and professional standards PAGE 3 OF 10 and laws. 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 and warrants that all final work product created for and delivered to the City pursuant to this Agreement shall be the original work of the Consultant and 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 charges and/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. 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 PAGE 4 OF 10 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, manner or means of 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, defend, 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 the negligent acts, errors or omissions of the Consultant in its performance of this Agreement or a breach of this Agreement by Consultant, except for that portion of the claims caused by the City’s sole negligence. Should a court of competent jurisdiction determine that this ag reement 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 Consultant and the City, its officers, officials, employees and volunteers, Consultant’s liability shall be only to the extent of Consultant’s negligence. PAGE 5 OF 10 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’s Code 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: The 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: http://www.rentonwa.gov/cms/One.aspx?portalId=7922741&pageId=9824882 Information regarding State business licensing requirements can be found at: http://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. 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 PAGE 6 OF 10 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 control occur, the City agrees the Consultant is not responsibl e 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 r equested, by facsimile or by nat ionally recognized overnight courier service. Time period for notices shall be deemed to have commenced upon the date of receipt, EXCEPT facsimile 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 Katie Buchl-Morales, Associate Planner 1055 South Grady Way Renton, WA 98057 Phone: (425) 430-6578 kbuchl-morales@rentonwa.gov CONSULTANT Paul Crocker, Director, Structural Engineering 728 134th Street SW, Suite 200 Everett, WA 98204 Phone: (360) 624-5523 pcrocker@reidmiddleton.com PAGE 7 OF 10 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. 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 PAGE 8 OF 10 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 Katie Buchl- Morales. 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 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 PAGE 9 OF 10 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. 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. 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. PAGE 10 OF 10 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:____________________________ Armondo Pavone Mayor Paul Crocker Director, Structural Engineering _____________________________ Date _____________________________ Date Attest _____________________________ Jason A. Seth City Clerk Approved as to Legal Form By: __________________________ Shane Moloney Renton City Attorney Contract Template Updated 03/12/2019 12-18-2020 Approved by Leslie Clark via 12/11/2020 email October 15, 2020 File No. 262020.913.062 Ms. Katie Buchl-Morales City of Renton 1055 S Grady Way Renton, WA 98057 Subject: Agreement for Professional Services Renton Draft Accessory Dwelling Units Dear Ms. Buchl-Morales: Thank you for considering Reid Middleton to provide professional engineering services for structural engineering support for Renton’s Draft Accessory Dwelling Units project. We look forward to working with you on this project. A.PROJECT UNDERSTANDING We understand that the City of Renton is developing template designs for Accessory Dwelling Units (ADU). The intent of these designs is to encourage ADU development within the City by providing template drawings to the Renton community. The City has hired Jill Sousa, Architect to develop the architectural plans and details. Layouts A, B, C, D, E, G, J, and M have been developed. Four of these are two-story units (D, E, G, and J), with the other four being single-story layouts (A,B, C, and M). Each layout includes multiple roof variations. The variations do not affect the floor plan, although one window may be shifted. Roof framing will be either joist framing for monoslope roofs or pre-engineered roof trusses at other roof configurations. Most layouts will include a framed floor with a crawl-space, and some will include a slab-on-grade alternate option for an accessible unit. This results in the eight primary options (noted above) increasing to 38 total layouts, including the minor roof or ground slab alternates associated with the eight primary options. The floor plan will not be affected by the alternates. Mirrored layouts will also be required, resulting in a total of 76 layouts. The architect will address all non-structural issues associated with the ADUs, including, but not limited to: attic and crawl-space venting requirements, roofing and waterproofing details, insulations and energy code requirements, accessibiliy, fire and non-structural code requirements, and general detailing. No equipment support or anchorage is expected. The structural designs are expected to use the International Residential Code (IRC) as their basis. This is expected to match typical small home construction practices in the EXHIBIT 1 Ms. Katie Buchl-Morales The City of Renton October 15, 2020 File No. 262020.913.062 Page 2 area, to assist with contractor familiarity. Typical framing is expected to be shown on the plans. This may include typical floor joist size and spacing, typical pre-engineered roof joist spacing, typical wall stud size and spacing, typical slab-on-grade thickness (where appropriate), typical sheathing thickness and nailing, and typical details for headers, sills, and jam studs at window and door openings. A sheet of general structural notes is also expected, in order to provide basic wood and concrete material information. The scope of design services is intended to provide template designs only. Permit applicants will be solely responsible for verifying that each design is suitable for their requirements, their use, and their site. Verification that the individual site is suitable for the ADU will be the sole responsibility of the permit applicant. B. SCOPE OF SERVICES 1. Structural Engineering Design: Reid Middleton’s structural engineering services will include structural framing layouts for one primary foundation and floor plan for each of the eight primary layouts: A, B, C, D, E, G, J, and M. These will be based on CAD drawings provided by the architect. Several alternate roof, porch, and foundation plans are expected for each primary layout, resulting in a total of 38 layouts. These will each require an independent drawing set. A set of details will be included with each set; however, basic details are expected to be applicable across the sets and are not expected to be recreated for each layout. The wall layout is expected to be maintained within the alternate versions of each of the eight primary layouts, requiring only minor revisions to the engineering work at each of the alternates. Mirrored versions of the 38 layouts are also expected, resulting in 76 total independent drawing sets. New calculations, notes, and details are not expected for the mirrored plans; however, drafting and review work will be required to created the mirrored versions of the plans. Notes or calculations to justify the design via the standard International Residential Code (IRC) requirements are expected. Because the IRC is expected to be the basis for the design, the generation of signed, sealed drawings and calculations are not expected. A soil bearing value of 1,500 psf, as dictated by the City of Renton, will be used as the basis of the foundation design. Other wind and seismic criteria are also expected to be provided or confirmed by the City. Designs will not address critical areas, such as steep or unstable slopes or liquefaction-prone areas. Site-specific engineering would be required, in those cases, and the template designs are not expected to be applicable. Ms. Katie Buchl-Morales The City of Renton October 15, 2020 File No. 262020.913.062 Page 3 The scope is limited to design phase structural work for the ADU templates only. No permitting, bid phase, or construction phase services are expected. Permit applicants will be solely responsible for the use of the ADU template designs and for determination of the suitability of the ADU designs for their use, their requirements, and their site. Verification that the individual site is suitable for the ADU will be the sole responsibility of the permit applicant. 2. Structural Engineering Coordination: Reid Middleton’s structural engineering services will include approximately 10 hours of design coordination with the architect and the City of Renton. This may take the form of calls, emailed sketches, or video conference calls. One design review submittal for each drawing set is expected prior to the final design submittal. Design reviews are expected to be performed in tiers, with the basic layouts and standard details reviewed first, before the alternates are created. The alternates would be reviewed prior to creation of the mirrored layouts. Structural engineering design is not expected to start until the architectural layouts are accepted by the City of Renton. This is intended to minimize re- work after the structural design has started. Substantive changes to the architectural layout after the structural engineering has started may require additional hours to address. 3. Additional services requested by The City of Renton. C. PERIOD OF PERFORMANCE Reid Middleton will begin services upon receipt of a signed agreement and will make every reasonable effort to complete the services in a timely manner considering the needs of the project. D. CLIENT’S RESPONSIBILITIES The City of Renton shall provide available pertinent data, documents, and other information to Reid Middleton as necessary to complete the services outlined in Section B above. This may include: CAD backgrounds for the ADU layouts, verification of soil bearing pressure, wind, and seismic values to be assumed in the designs, and information regarding other City preferences which should be accomodated in the design. Ms. Katie Buchl-Morales The City of Renton October 15, 2020 File No. 262020.913.062 Page 4 E. COMPENSATION 1. For services described in Section B, Items 1 and 2, Reid Middleton shall be paid on a “time-plus-expenses” basis using the rates indicated in the attached Exhibit “A,” Schedule of Charges Effective July 1, 2020. We estimate the fee for this portion of the services to be $63,900. 2. For services described in Section B, Item 3, Reid Middleton shall be paid on a “time-plus-expense” basis in accordance with provisions of the attached Exhibit “A,” Schedule of Charges Effective July 1, 2020, or on the basis of such other mutually satisfactory arrangements as may be negotiated. F. REID MIDDLETON STAFF Paul Crocker, P.E., S.E., will be the project manager primarily responsible for this job. However, other individuals at Reid Middleton will work on aspects of your project as required. G. CONDITIONS OF AGREEMENT The terms and conditions of the attached Exhibit “B,” Conditions of Agreement, are included as part of this agreement. We appreciate the opportunity to submit this proposed agreement. The terms of this agreement will become effective when confirmed by your signature within 30 days. If you wish to pursue this project after that time, this agreement may then be renegotiated. If the terms are acceptable, please sign your acceptance below and return one executed copy to Reid Middleton. If you have any questions or comments, please call me. Sincerely, ACCEPTED: Reid Middleton, Inc. The City of Renton By Paul Crocker, PE, SE Title Director, Structural Engineering Date Attachments mmt\O:\20\!913\062 Renton Accessory Dwelling Units\Contract\Base Contract\RM Fee Est & Scope\201015 Renton ADU Letter Agreement.docx H:\FORMS\EXHIBITS\2020-A.doc (sla 6/24/20) Reid Middleton, Inc. Exhibit "A" Schedule of Charges Effective July 1, 2020 through June 30, 2021 I. Personnel Hourly Rate Principal ...................................................................................................................... $ 225.00 - $ 260.00 Principal Engineer/Principal Planner/Principal Surveyor ........................................... $ 205.00 - $ 250.00 Senior Engineer/Senior Planner/Senior Surveyor ....................................................... $ 180.00 - $ 205.00 Project Engineer/Project Designer/Project Surveyor/Project Planner ......................... $ 140.00 - $ 180.00 Design Engineer/Designer II/Design Technician/Survey Crew Chief/ Technical Writer II/ Graphic Designer II ................................................................. $ 115.00 - $ 140.00 Designer I/Planner/CAD Technician II ....................................................................... $ 105.00 - $ 125.00 Project Administrator ................................................................................................. $ 100.00 - $ 120.00 CAD Technician I/Survey Technician/Technician/Technical Writer I ...................... $ 95.00 - $ 115.00 Survey Crew (1 Person/RTK/Robotic/Scanning) ........................................................ $ 140.00 Survey Crew (2 Person/RTK/Robotic/Scanning) ........................................................ $ 190.00 Survey Crew (3 Person/ RTK/Robotic/Scanning)…………………………………… $ 240.00 Expert Witness/Forensic Engineering ......................... 1.5 times usual hourly rate (4 hour minimum) Individuals not in the regular employ of Reid Middleton may occasionally be engaged to meet specific project requirements. Charges for such personnel will be comparable to charges for regular Reid Middleton personnel. A premium may be charged if project requirements make overtime work necessary. II. Equipment Rate Design Software/Computer Aided Drafting ............................................................... $ 12.00/hour III. Reimbursable Expenses Local Mileage - Automobile ....................................................................................... $ 0.575/mile Local Mileage - Survey Truck .................................................................................... $ 0.65/mile Expenses that are directly attributable to the project are invoiced at cost plus 15%. These expenses include, but are not limited to, subconsultant or subcontractor services, travel and subsistence, communications, couriers, postage, fees and permits, document reproduction, special instrumentation and field equipment rental, premiums for additional insurance where required, special supplies, and other costs directly applicable to the project. A new schedule of charges is issued and becomes effective July 1 each year. Charges for all work, including continuing projects initiated in prior years, will be based on the latest schedule of charges. IV. Client Advances Unless the parties agree otherwise in writing, charges for the following items shall be paid by the client directly, shall not be the responsibility of Reid Middleton, and shall be in addition to any fee stipulated in the agreement: government fees, including permit and review fees; soils testing fees and costs; charges for aerial photography; and charges for monuments. If Reid Middleton determines, in its discretion, to advance any of these costs in the interest of the project, the amount of the advance, plus a fifteen percent administrative fee, shall be paid by the client upon presentation of an invoice therefore. Reid Middleton, Inc. Exhibit "B" Conditions of Agreement \forms\exhibits\99-B.doc Page 1 of 2 WA 7/3/99 (mal) I. Payments A. Due Date: Fees and all other charges are billed monthly as services progress. The full amount of each invoice is due and payable thirty (30) days after the date of such invoice. B. Default: Any amount not paid within thirty (30) days of the billing date shall be considered delinquent and shall bear a delinquency charge of one percent (1%) per month (or, if lower, the maximum rate allowed by law) from the date of the invoice. Failure to make a payment by the due date is a substantial breach of a material term of the parties' agreement, and Reid Middleton may, at its option, suspend services or terminate this agreement in that event. The delinquency charge or payment thereof shall not extend the due date or affect the right to suspend services or terminate. Payments received on delinquent accounts will be applied first to accrued delinquency charges and then to the unpaid principal amount. II. Additional Services A. Authorization: Reid Middleton shall notify the client if it believes that any direction given by the client or any circumstance presented by the project requires the performance of services beyond the scope of the agreement. If the client disagrees that the services are beyond the scope of the agreement, or if the client prefers that the identified services not be performed, it shall notify Reid Middleton within one week of its receipt of Reid Middleton's original notice. If no such notice is received, Reid Middleton shall be authorized to perform the identified services as Additional Services. B. Definition: Additional Services shall include, without limitation, the following: 1. Replacing stakes unless destroyed by Reid Middleton; 2. Making revisions to drawings, specifications, or other documents which are inconsistent with approvals or instructions previously given by the client, required due to changes in the law, or required due to changes in the overall project; 3. Providing services due to default or defective performance on the part of the construction contractor; 4. Providing services to address unanticipated site conditions; or 5. Providing other services beyond the scope of services described in the agreement. III. Construction Phase A. Submittal Review: If Reid Middleton’s services include review of construction contractor’s submittals, review is conducted only for the limited purpose of checking for conformance of information given with the design concept expressed in Reid Middleton’s drawings and specifications. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of details such as dimensions and quantities. When professional certification of a submittal by others is required by the drawings or specifications, Reid Middleton is entitled to rely upon such certification. B. Means and Methods: Reid Middleton shall not have control over, or charge of, and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the construction. Reid Middleton shall not be responsible for the construction contractor’s acts, errors, or omissions or for its failure to perform the construction in accordance with the drawings and specifications. IV. Ownership of Documents All drawings, specifications, electronic media, and other documents prepared by Reid Middleton for this project are instruments of Reid Middleton's service for use solely with respect to this project. Unless otherwise provided in writing, Reid Middleton shall be deemed to be the author of these documents and shall retain all common law, statutory and other reserved rights, including the copyright. The client shall be entitled to retain copies of the instruments of service for reference in connection with its use and occupancy of the project. Reid Middleton's drawings, specifications, electronic media, or other documents shall not be used by the client or by others on other projects or for additions to this project except by agreement in writing signed by Reid Middleton and with protection from liability for Reid Middleton. In addition, Reid Middleton’s drawings, specifications, electronic media, or other documents shall not be used for completion of this project by others unless Reid Middleton is adjudged to be in default under the agreement. Submission or distribution of documents to meet regulatory requirements or for similar purposes in connection with this project is not to be construed as publication in derogation of Reid Middleton's reserved rights. Reid Middleton, Inc. Exhibit "B" Conditions of Agreement \forms\exhibits\99-B.doc Page 2 of 2 WA 7/3/99 (mal) V. Allocation of Risk The client agrees that, to the fullest extent permitted by law, the aggregate liability of Reid Middleton, its officers, directors, employees, and consultants to the client for any and all injuries, claims, losses, expenses, damages and claim expenses arising out of or related to the agreement, from any cause or causes, including but not limited to negligence, errors, omissions, strict liability, breach of contract or breach of implied or expressed warranty shall not exceed $100,000 or the total compensation received by Reid Middleton under the agreement, whichever is greater. The parties acknowledge that this limitation has been negotiated and reflects, among other things, the potential rewards and benefits of the project and the amount of compensation to be received. VI. Dispute Resolution A. Mediation: In the event of a dispute arising out of or related to the agreement, or the breach or alleged breach hereof, which dispute cannot be resolved through negotiations between the parties, the parties agree that the dispute shall be submitted to nonbinding mediation. Unless the parties subsequently agree upon a different mediation service or mediator, the dispute shall be submitted to the American Arbitration Association, Seattle Tribunal, acting under its construction industry mediation rules and procedures. Either party may make the initial submission. Each party shall pay its own costs (including, if applicable, its attorney and expert witness costs) and one-half of the charge levied by the mediation service and mediator. B. Litigation: If any dispute is not resolved through nonbinding mediation, venue for litigation arising under or related to this agreement, or the breach or alleged breach hereof, shall be in Snohomish County, Washington, Superior Court. The substantially prevailing party in litigation shall be awarded its costs, attorney fees and expert witness fees incurred for trial preparation, trial and, if applicable, any and all appeals. C. Arbitration: Nothing stated herein shall preclude the parties from later agreeing, by way of a document signed by both parties, to submit any such dispute to arbitration. D. Governing Law: The agreement shall be governed by the internal laws of the State of Washington. VII. Miscellaneous A. Standard of Care: Reid Middleton intends to render its services in accordance with standards of professional practice currently prevailing in the locale of the project and for the intended use of this project. Without limiting the generality of the foregoing, Reid Middleton makes no warranties and offers no opinions as to matters affecting title which do not appear in the public records. B. Government Entities: Reid Middleton shall not be liable for damages resulting from the actions or inactions of governmental agencies. Reid Middleton does not guarantee that requisite permits or authorizations will be issued. C. Pollution and Hazardous Materials: Unless specifically stated to the contrary in the agreement, Reid Middleton shall have no responsibility for the discovery, presence, handling, removal or disposal of pollutants or hazardous materials (including but not limited to asbestos, asbestos products, PCB, lead, or other toxic substances) in any form at the project site. In no event shall Reid Middleton (or its officers, directors, employees or consultants) be liable for costs, losses or damages -- including but not limited to delay costs or damages due to personal injury, sickness or death, or damage to property -- resulting from or related to the presence of pollutants or hazardous materials at the project site. D. Independent Contractor: Reid Middleton is an independent contractor. Reid Middleton is not an employee or agent of the client. E. Subconsultants: Reid Middleton shall have the right to retain subconsultants to perform portions of the services under the agreement. If the client reasonably objects in writing to a particular subconsultant, Reid Middleton shall replace the subconsultant if it is mutually agreed to be in the best interests of the project. F. Assignment: Subject to the right to retain subconsultants, neither party shall assign the agreement or any rights under or related to the agreement without the written consent of the other, which consent may be withheld for any reason. G. Accrual: Causes of action between the parties related to or arising out of the agreement shall be deemed to have accrued, and the applicable statute of limitations shall commence to run, no later than the date on which Reid Middleton last performs substantial services under the agreement. H. Entire Agreement: The agreement, including these Conditions of Agreement, represents the entire and integrated agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, representations and agreements, whether written or oral. The client agrees that, to the fullest extent permitted by law, the aggregate liability of Reid Middleton, its officers, directors, employees, and consultants to the client for any and all injuries, claims, losses, expenses, damages and claim expenses arising out of or related to the agreement, from any cause or causes, including but not limited to negligence, errors, omissions, strict liability, breach of contract or breach of implied or expressed warranty shall not exceed $500,000 or the total compensation received by Reid Middleton under the agreement, whichever is greater. The parties acknowledge that this limitation has been negotiated and reflects, among other things, the potential rewards and benefits of the project and the amount of compensation to be received.