HomeMy WebLinkAboutContract , �
CAG-17-043
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CONTRACT AGREEMENT
THIS AGREEMENT dated �� � Zd ���7
, , is by and between the City of Renton (the "City"),
a Washington municipal corporation, and Reid Middleton ("Consultant"). 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 date executed by both Parties.
1. Scope of Services: Consultant agrees to provide structural and non-structural plan
review services, verifying compliance to Renton City Code requirements as specified in
Attachment 1, which is attached and incorporated herein. The Scope of Services may
hereinafter be referred to as the "Services."
2. Chan�es in Scope of Services: The City, without invalidating this Agreement, may order
changes to the Scope of Services consisting of additions, deletions or modifications, the
Compensation being adjusted accordingly consistent with the rates set forth in Exhibit A
or as otherwise mutually agreed by the Parties.
3. Time of Performance: Consultant shall commence performance of the Agreement
pursuant to the schedule(s) set forth in Exhibit A. All Services shall be performed by no
later than December 31, 2017. The Parties may, upon mutuai written agreement,
extend this Agreement to accomplish change orders.
4. Compensation:
A. Amount. Total compensation to Consultant for Services provided pursuant to this
Agreement shall not exceed $100,000, plus any applicable state and local sales
taxes. Compensation shall be paid based upon Services actually performed
according to the rate(s) or amounts specified in Exhibit A. The Consultant agrees that
any hourly or flat rate charged by it for its Services shall remain locked at the
negotiated rate(s) set forth in Exhibit A. Except as specifically provided in this
Agreement, the Consultant shall be solely responsible for the payment of any taxes
imposed by any jurisdiction or authority as a result of the performance and payment
of this Agreement.
B. Method of Pavment. On a monthly or no less than quarterly basis, the Consultant
shall submit a voucher or invoice in the form specified by the City, including a
description of what Services have been performed, the name of the personnel
performing such Services, and any hourly labor charge rate for such personnel. The
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Consultant shall also submit a final bill upon completion of all Services. Payment
shall be made on a monthly basis by the City only after the Services have been
performed and within thirty (30) calendar days after receipt and approval by the
appropriate City representative of the voucher or invoice. If the Services do not
meet the requirements of this Agreement, th� Consultant will correct or modify the
work to comply with the Agreement. The City may withhold payment for such wor!<
until the work meets the Agreement requirements.
C. 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 Services or amounts incurred after the end of the
current fiscal period, and this Agreement will terminate upon the completion of all
remaining Services 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 thirty (30) 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 Services.
B. In the event this Agreement is terminated by the City, the Consultant shall be
entitled to payment for all hours worked to the effective date of termination, less all
payments previously made. This provision shall not prevent the City from seel<ing
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.
C. The Consultant reserves the right to terminate this Agreement with not less than
sixty (60) calendar days' written notice, or in the event outstanding invoices are not
paid within thirty (30) calendar days.
D. If the Consultant is unavailable to perform the Services, the City may, at its option,
cancel this Agreement immediately.
6. Warranties And Ri�ht To Use Work Product: Consultant represents and warrants that
Consultant will perform all Services identified in this Agreement in a professional and
workmanlike manner and in accordance with all reasonable and professional standards
and laws. Consultant further represents and warrants that all final work product that is
created for and delivered to the City pursuant to this Agreement shall be the original
work of the Consultant for which Consultant holds the title and intellectual property
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rights. Consultant grants to the City a non-exclusive, perpetual right and license to use,
reproduce, distribute, adapt, modify, and display all such final worl< product.
7. Record Maintenance: The Consultant shali maintain accounts and records, which
properly reflect all direct and indirect costs expended and Services provided in the
performance of this Agreement. The Consultant agrees to provide access to 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).
8. Public Records Compli�nce: 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, 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 shall, 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.
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 during the period of the Services 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 Services. 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 Worl< or where
scheduling of attendance or performance is mutually arranged due to publicized
classes or activities. Consultant shall retain the right to designate the means of
performing the Services 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
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Program, or otherwise assuminb the duties of an employer with respect to
Consultant or any employee of the Consuitant.
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 1rVashington 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, its agents, attorneys, elected officials, employees, insurers, 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, including,
without limitation, their respective agents, licensees, or representatives, arising from,
resulting from, or in connection with this Agreement or the acts, errors or omissions of
the Consultant in performance of this Agreement, except for that portion of the claims
caused by the City's sole negligence.
Should a court of competent jurisdiction determine that this agreement is subject to
RCW 4.24.115, (Validity of agreement to indemnify against liability for negligence
relative to construction, alteration, improvement, etc., of structure or improvement
attached to real estate...) then, in the event of liability for damages arising out of bodily
injury to persons or damages to property caused by or resulting from the concurrent
negligence of the Consultant and the City, its officers, officials, employees and
volunteers, Consultant's liability shall be only to the extent of Consultant's negligence.
It is further specifically and expressly understood that the indemnification provided 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 Services.
12. City of Renton Business License: The Consultant shall obtain a City of Renton
Business License prior to performing any Services and maintain the business license in
good standing throughout the term of this agreement with the City. More information
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regarding requirement to register �vith the State of Washington Department of Revenue
can be found on the web at:
http://dor.wa.�ov/content/doin�business/re�istermvbusiness/
13. Insurance: Consultant shall secur� and maintain:
A. Commercial genera) liability insuranc2 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 Services 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
Services provided by a licensed professional or those Services that require a
professional standard of care.
C. Workers' compensation covera�e, 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 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 Services.
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
occur, the City agrees the Consultant is not responsible for damages, nor shall the
Consultant be deemed to be in default of the Agreement.
15. Successors and Assi�ns: 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.
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15. Nokices: Any notice required under this Agreement will be in tivriting, 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 requested, by facsimile or by nationaily recognized overni�ht 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: Consultant:
Craig Burnell, Suilding Official Bob Galteland, President
1055 South Grady Way 7Z8 134th St SW #200
Renton, WA 98057 Everett, �VA 98204
Phone: (425) 430-7Z90 Phone: 425-741-3800
cburnell@rentonwa.ogv RGalteland@ReidMiddleton.com
Fax: (425) 430-7300 Fax: 425-741-3900
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 Services performed or to be performed under this Agreement,
shall not discriminate on the basis of race, color, sex, religion, nationality, creed,
marital status, sexual orientation or preference, age (except minimum age and
retirement provisions), honorably discharged veteran or military status, or the
presence of any sensory, mental or physical handicap, unless based upon a bona
fide occupational qualification in relationship to hiring and employment, in
employment or application for employment, the administration of the delivery of
Services or any other benefits under this Agreement, or procurement of materials or
supplies.
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.
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D. The Consultant is responsible to be aavare of and in compliance tivith ali federal,
state and local laws and regulations that may aFfect the satisfactory completion of
the project, �vhich includes but is not limited to fair labor laws and worker's
compensation.
18. Miscellaneous: The parties hereby acl<nowledge:
A. The City is not responsible to train or provide trair�ing for Consultant.
B. Consultant tivill not be reimbursed for job related expenses.
C. Consultant shall furnish all tools and / or materials necessary to perform his / her
Services.
D. Except as otherwise provided in the Services, Consultant shall not be required to
provide tools and / or materials for the participants / students in classes provided as
Services.
E. fn the event special training, licensing, or certification is required for Consultant to
provide Services he / she will acquire or maintain such at his / her own expense and,
if Consultant employs, sub-contracts, or otherwise assigns the responsibility to
perform the Services, said employee / sub-contractor / assignee will acquire and or
maintain such training, licensing, or certification.
F. This is a non-exclusive agreement and Consultant is free to provide his / her Services
to other entities, so long as there is no interruption or interference with the
provision of Services called for in this Agreement.
G. Consultant is responsible for his / her own insurance, including, but not limited to
health insurance.
H. 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 Authoritv. 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 Mana�ement. The City's contract manager is Building
Official. In providing Services, 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
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which they are referenced �vithin this Agreement. To the extent a Consultant
prepared exhibit conflicts with the terms in the body of this a�reem�nt or c�ntains
terrns 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. GoverninQ Law. This Agreement shall be made in and shall be �overned 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 Services
in accordance with all applicable federal, state, county and city laws, codes and
ordinances.
F. Joint Draftin� 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 other as a result of the preparation, substitution, submission or other
event of negotiation, drafting or execution.
G. .lurisdiction 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.
H. Severabilitv. 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 A�reement. 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 Services is essential to the Consultant's performance
of this Agreement.
K. Third-Partv 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. Assi�ns and Successors. 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 siDned by the waiving party. Either
party's failure to enforce any provision of this Agreement shall not be a waiver and
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shall not prevent either the City or Consultant from enforcing that provision or any
other provision oF this Agreement in the Future. �Vaiver of breach of any provision
of this Agreement sfiall not be deemed to be a waiver of any prior or subsequent
breach unles� it is expressly waived in writing.
N. Counterparts. The Parties may execute this Agreement in any number of
counterparts, each of which shall constitute an original, and all af which wiil
together constitute this one Agreement.
IiV WITNESS WHEREOF, the Parties have voluntarily entered into this Agre2ment as of the date
last signed by the Parties below.
CITY OF RENTON CONSULTANT
BY� �6� ,�° gy:�,�Z�.
Denis Law Bob Galteland
Mayor President
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Approved as to Legal Form
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Lawrence J. Warren
Renton City Attorney
Page 9 of 9
�lttachm�nt 1
Reid IVliddle �on
��+OPE OF 1��/0�;<
On behalf of the Development Services Division, Reid Middleton will perform structural and
non-structur�l plan review for proposed new and remodeled building projects within the City.
Qualified consultants subcontracted directly to Reid IVliddleton may perform the non-structurai
plan review.
Plans may be delivered to Reid Middieton for review in paper form or in electronic form at the
discretion of the City.
Structural plans and non-structural plans are reviewed for compiiance with structural provisions
of adopted codes and reference standards. Review may include:
Geotechnical enoineering recommendations related to project features.
Plan review relating to architectural and/or fire and life safety project features.
Other structural engineering services, such as: field evaluation of buiidings, client
meeting� as specifically requested by the Building Official or representative.
�eid Middleton shall complete the specified wor!< generally within twenty-one (21) calendar
days of written notification by the City. Large and/or complex projects may kake longer to
review but require concurrence by the City for a time extension.
Upon completion of each plan review, Reid Middleton will furnish a summary plan review letter
directly to the City outlining discrepancies in the plans, reports and/or calculations (if any). The
summary review letter may be a standard document or a corrections list utilizing Blue Beam
Revu software at the discretion of the City.
Reid Middleton will perform a follow-up plan review within fourteen (14) calendar days as
required by the City to confirm that plans have been corrected adequately according to the
original plan review. In these instances, Reid Middleton will furnish an additional letter directly
to the City summarizing the results of the review.
lteid Midcileton, I�ic.
Exhibi# "A" Schedule of Charges
Effective 3u1v .l,201.6 throu�h�Tune 30,2017
I. Persanael I�o���•Iv Ratc
Pr�incipal.......:.............................................................................................................:$?OO.t�O-$2��.QU
Principa(En,�neer/Princi ai PlanneriPrincipai Surveyt>r........................................... $200.Ut7-$240A0
Senioi•En��neer/Senior P�anner/Senivr Surveyor........................................................$ 17�.0�)-$ 195.00
['roject F,n�,ineer/Project Desi�ner/Prt�J'ect Surti eyorlPrc�ject Planner.........................$ 135.00-� 16�.00)
Design .F..n��neer/Designer IIl�esign Technician/Survey Crew t,hief!
Technica�Writer II(Graphic Designer II.................................................................$ (10.t)Q-$ 130.00
Desi�ner I/Planner/CAD Technician II.......................................................................$ l�(}.00-$ 115.00
Proiect��c�iriinistrator....................... . . . . . . . . . . . $ 9�.0(�}-$ 11U.00
..... ... ............................
.
C�1I�Technician USurvey Technician%Tecimician,�Tecl�ical Writer I .................... ..$ 70.��-� 100.Ut?
Survey Crew(2 1'erson/R'I�K/Robatir;'Scanning)........................................................$ 170.4t)
Survey Crew(:i Person;'GPS}.................................................................. $26fl.0U
F,tpert Witness/Farensic Engineering..........................1.5 times��sual hourly rate(�t hour minin�um}
Individuals not in the re�ular employ af Reid Middletonmay occasionally be engaged to meet specific
project requirements. CTiarges for such personnel wi11 be comparable to char�es for regular Re�d
Middletou persannel. "
A�remium may b�charged rf project requirernents niake overtinle work necessarv.
II. Equipn�ent Rate
DesignSoftwarelC�mputerAidedDraftil�g................................................................$ I�.��;hour
III. Reimbursabie Expenses
Local Milcage-Automobile........................................................................................9� 0.G.5/mile
Local Mileage-Survey Truck ....................................................................................$ t).65lmile
�xpenses t(�at are directly attributable to the project are invoiced at cost plus"15%. These expenses
include,but are not limited to,su6consultant or subc�ntractor services,travel and subsistence,
canunumcations,couriers,postage,fees ai�d perniits,aocument repraduction,sp�cial instnmlentation and
fteld equiptnent rental,premiums tor additiana(insurance where required,s�secia(supplies,and other costs
directly applicable to the p1•oject.
�new schedule of chai•ges is issued and becomes effective July 1 each year. Char�es I'or all work,
inciuciing continuing pro�eets initiated in priUr years,�vi1P be based on the latestschectule of charges.
IV. Client Advances
LJnless the paities agree otherwise in wri#ing,cliartres far the following items shall be paid by the client
directly,shall not be the responsibiliry of iteid Mic�dletpn,and shall be in addition to any fee stipulated in
the agreement: government fees, mcluding peimit and review fees;soils testing fees and costs;cti�rges for
aerial photogr�phv;and charge�for monuments. If Reid l��iddleTondetermines,in its discretion,to
advance any of these costs in the intere�oFthe project,thc amount of the advance,plus afifteen perc�nt
adminisrrative fee,shali be paid by the client upan}�i•esentation ofan invoice tlleretore.
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