l?l Date E Professional Svc. El Architect/Eng. Public Works I:] PW Maintenance Ll Z llél City of Newcastle Contract Routing Form

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1 A Agreement City of Newcastle Contract Routing Form Type: Contract No E Professional Svc. El Architect/Eng. Public Works I:] PW Maintenance [: Reimbursable D Grant Interlocal :lamendment Originating Dept: Public Works Staff Contact: Mark Rigos Project Information: T-016; Pavement Management Update Contractor/Consultant Name: Northwest Management Systems Project Name: T-016; Pavement Management Update Contact: Paul Sachs Title: Owner Address: 3302 North 7" Street City: Tacoma State: WA Zip: Phone: (253) City Business License Expiration: Certificate of insurance expiration date: Effective Date: April 15, 2013 Expiration Date: December 31, 2013 Total Contract Amount: NTE $1, Original Contract Amount: NTE $1, Funding Source and/or Account No: 302-O Contract Review & Si nature Routin In Order: l?l Date 1. Department Director 2. City Attorney 91L I 3. Contracting Party 3 l l. 3-llél Ll Z Finance Director 5. Finance Committee?z/4' 6. Council?g; 7. City Manager 2552 '3 l9 i 8. Acctng & Pyrl Specialist 5/ Contract Processing - Acctng & Pyrl Specialist Initial Date Assigns contract number ML Copy of Signed original to Project Mgr. Enters into Contract Database ML Make file ML Original to Clerk for Scan/Upload I3 File copy Ord. / Reso. File if needed N/A N/A City Original to File Contract File Cabinets

2 CONTRACT FOR SERVICES City of Newcastle and Northwest Management Systems This Agreement is entered into by and between the City of Newcastle, Washington, a noncharter optional municipal code city hereinafter referred to as "the City", and Northwest Management Systems, herein referred to as the Contractor", whose principal of?ce is located at 3302 North 7thStreet, Tacoma, WA WHEREAS, the City has determined the need to have certain services performed for its citizens but does not have the resources to perform such services, and WHEREAS, the City desires to have the Contractor perform such services pursuant to certain terms and conditions, now, therefore, IN CONSIDERATION OF the mutual bene?ts and conditions set forth below, the parties hereto agree as follows: 1. Scope and Schedule of Services to be Performed by Contractor. The Contractor shall perform those services described on one page proposal from Northwest Management Systems titled Proposal to Assist the City of Newcastle with a Pavement Management Update and attend the April 16,2013 Council Study Session on Pavement Policy hereafter referred to as Exhibit A, attached hereto and incorporated by this reference as if fully set forth herein. In performing such services, the Contractor shall at all times comply with all federal, state, and local statutes, rules and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith. The Contractor shall request and obtain prior written approval from the City prior to the initiation of any specific task not included in the scope of services. If the scope or schedule is to be modi?ed in any way, prior written approval is also required. 2. Compensation and Method of Payment. The City shall pay the Contractor for services rendered within thirty days after receipt of a billing voucher. The billing voucher shall be submitted by the Contractor on the Contractor s Letterhead but shall contain the information shown on Exhibit B attached hereto and incorporated herein by this reference. The total amount paid by the City to the Contractor shall not exceed $1, which is based upon the Contractor s Estimated Cost set forth in Exhibit A and amended via from Mark Rigos dated Monday April 22, The Contractor shall complete and return Exhibit C, Taxpayer Identi?cation Number, to the City prior to or along with the?rst billing voucher submittal. The Contractor's failure to submit billing vouchers within thirty (30) days of providing services may result in non-payment. With the monthly invoice, per the attached Billing Voucher (Exhibit B), shall be a narrative review and schedule of the past month s activities, along with the work products Q ORIGINAL 1 l of Z

3 3. Duration of Agreement. This Agreement shall be in full force and effect for a period commencing April 15, 2013 and ending December 31, 2013 unless sooner terminated under the provisions hereinafter speci?ed. 4. Ownership and Use of Documents. All documents, drawings, speci?cations, computer?les, photographs, calculations, models, maps, and other materials produced by the Contractor in connection with the services rendered under this Agreement shall be the property of the City whether the project for which they are made is executed or not. 5. Independent Contractor. Contractor and City agree that Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Contractor nor any employee of Contractor shall be entitled to any bene?ts accorded City employees by virtue of the services provided under this Agreement. 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 the Contractor, or any employee of the Contractor. 6. Indemni?cation and Hold Harmless. A. Contractor shall defend, indemnify and hold the City, its of?cers, of?cials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of the Contractor in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. B. Should a court of competent jurisdiction determine that this Agreement is subject to RCW , then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Contractor and the City, its of?cers, of?cials, employees, and volunteers, the Contractor's liability, including the duty and cost _to defend, hereunder shall be only to the extent of the Contractor's negligence. C. The Contractor hereby waives its immunity under Industrial Insurance, Title 51 RCW, for claims of any type brought by any Contractor agent or employee against the City, solely for the purposes of this indemni?cation. This waiver has been mutually negotiated by the parties and a portion of the City s payment hereunder is expressly made the consideration for this waiver. D. The provision of this section shall survive the expiration or early terminatin of this Agreement. 7. Insurance. The Contractor shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which

4 may arise from or in connection with the performance of the work hereunder by the Contractor, its agents, representatives, or employees. A. Minimum Scope of Insurance. Contractor shall obtain insurance of the types described below: 1. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Of?ce (ISO) form CA or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial General Liability insurance shall be written on ISO occurrence form CG and shall cover liability arising from premises, operations, independent contractors and personal injury and advertising injury. The City shall be named as an insured under the Contractor s Commercial General Liability insurance policy with respect to the work performed for the City. 3. Workers Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 4. Professional Liability insurance appropriate to the Contractor s profession. Minimum Amounts of Insurance. Contractor shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 3. Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. Other Insurance Provision. The Contractor s Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance as respect the City. Any Insurance, self insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor s insurance and shall not contribute with it. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. Verification of Coverage. The Contractor shall furnish the City with original certi?cates and a copy of the amendatory endorsements, including but not

5 Printed necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. F. Notice of Cancellation. The Contractor shall provide the City with written notice of any policy cancellation, within two business days of their receipt of such notice. G. Failure to Maintain Insurance. Failure on the part of the Contractor to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving?ve business days notice to the Contractor to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Contractor from the City. H. No Limitation. Contractor s maintenance of insurance as required by the Agreement shall not be construed to limit the liability of the Contractor to the coverage provided by such insurance, or otherwise limit the City s recourse to any remedy available at law or in equity. 8. Record Keeping and Reporting. A. The Contractor shall maintain accounts and records, including personnel, property,?nancial and programmatic records which suf?ciently and properly re?ect all direct and indirect costs of any nature expended and services performed in the performance of this Agreement and other such records as may be deemed necessary by the City to ensure the performance of this Agreement. B. These records shall be maintained for a period of seven (7) years after termination hereof unless permission to destroy them is granted by the of?ce of the archivist in accordance with RCW Chapter and by the City. 9. Reports Copies & Electronic Version: When reports are required to be submitted to the City pursuant to this agreement, Contractor will provide three (3) printed copies to the City, and an electronic version. Said electronic Version shall be submitted to the City in a computer format compatible with PC software programs in current use by the City (Microsoft Word, Microsoft Excel, Microsoft Access, Microsoft PowerPoint, Microsoft Publisher, Visio, AutoCAD). 10. Audits and Inspections. The records and documents with respect to all matters covered by this Agreement shall be subject at all times to inspection, review or audit by law during the performance of this Agreement. 11. Termination. This Agreement may at any time be terminated by the City giving to the Contractor thirty (30) days written notice of the City's intention to terminate the same. Failure to provide products on schedule may result in contract termination.

6 12. Discrimination Prohibited. The Contractor shall not discriminate against any employee, applicant for employment, or any person seeking the services of the Contractor to be provided under this Agreement on the basis of race, creed, color, national origin, families with children, sex, sexual orientation, gender identity, marital status, age, or the presence of any sensory, mental, or physical disability or the use of a trained dog guide or service animal by a disabled person. 13. Assignment and Subcontract. The Contractor may not assign or subcontract any portion of the services contemplated by this Agreement without the prior written consent of the City. 14. Entire Agreement. This Agreement contains the entire Agreement between the parties hereto and no other Agreements, oral or otherwise, regarding the subject matter of this Agreement, shall be deemed to exist or bind any of the parties hereto. Either party may request changes in the agreement. Proposed changes which are mutually agreed upon shall be incorporated by written amendments to this Agreement. If any terms or conditions set forth in Exhibit A, Scope of Services, con?ict with the terms and conditions of this Agreement, then the terms and conditions of this Agreement shall prevail. 15. Notices. Administrative notices to the City of Newcastle shall be sent to the following address: Mark Rigos, Public Work Director City of Newcastle Newcastle Way; Suite 200 Newcastle, Washington Telephone: (425) Fax: (425) Legal notices shall be sent to the Newcastle City Clerk at the above address. The point of contact for the Contractor or the person responsible for the contract services (and receiver of notice) is: Paul Sachs, Owner Northwest Management Systems 3302 North 7 Street Tacoma, WA Telephone number: (253) PESachs@aol.com 16. City of Newcastle Business License. Contractor agrees to obtain a City of Newcastle business license prior to performing any work pursuant to this Agreement.

7 17. State of Washington Requirements. Contractor agrees to register and obtain any State of Washington business licenses, Department of Revenue account and/or uni?ed business identi?er number as required by RCW and 5l.08.l95 prior to performing any work pursuant to this Agreement. 18. Applicable Law; Venue; Attorney's Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties speci?cally understand and agree that venue shall be exclusively in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. DATED this ZTL dayof "Edy,a'b(3 CITY OF NEWCASTLE, WA NORTHWEST MANAGEMENT SYSTEMS By: Rob Wyman Paul Sachs r_ Title: City Manager Title: F?,j iéybi Approved as to form: I Dawn Reitan, City Attorney Date: Date: i4

8 EXHIBIT A Scope of Services to be Provided by Contractor. The Contractor shall furnish the Scope of Services set forth on the documents attached hereto and incorporated by reference. As provided in Section 14 of the Agreement, if any terms and conditions of the Agreement con?ict with terms and conditions of Contractor s attached Scope of Services, then the terms and conditions of the Agreement shall prevail. See attached one page proposal from Northwest Management Systems titled Proposal to Assist the City of Newcastle with a Pavement Management Update and attend the April 16th, 2013 Council Study Session on Pavement Policy.

9 Proposal to Assist the City of Newcastle with a Pavement Management Update and attend the April 16,2013 Council Study Session on Pavement Policy Task 1 - Update the City of Newcastle Pavement Management Program to reflect all Maintenance and Rehabilitation through 2013 and attend Council Study Session on April 16th, Northwest Management Systems (NWMS) will update the City Pavement Management program (PMP) with all Overlays and Crack Sealing that has been performed in 2012 and will be done in This information will be supplied to NWMS by the City. This update will then allow NWMS to calculate the current Pavement Condition Index (PCI) for Once all of the Maintenance and Rehabilitation has been updated in the PMP, NWMS will develop an updated Budget Scenario based on the projected amount of funding for the City pavement program for the next six years. This will then enable NWMS to update the City Deferred Maintenance estimated cost for This information as well as the work performed in the update will be used to update the Pavement Policy that is being developed for the City. NWMS will attend the April 16th Special Session of the City Council and assist the City with the discussion on the Pavement Policy. Estimated Cost for the above work $1,350. Hourly Rate for Paul Sachs, President - $135 NORTHWEST MANAGEMENT SYSTEMS 3302 NORTH 7 STREET TACOMA, WA

10 Maria Lindber From: Sent: To: Cc: Subject: Mark Rigos Monday, April 22, :39 PM Maria Lindberg KerrySullivan; Rob Wyman RE:proposal? Maria, Please increase the fee to be hourly ($135/hour minutes ago. Please finalize the contract. Thx. Mark :;~.-.~_.~. ased on my phone conversation with Paul Sachs a few From: Mark Sent: Monday, April 15, :34 PM To: Maria Lindberg Cc: Kerry Sullivan; Rob Wyman (RobW@ci.newcast e.wa.us) Subject: FW: proposal? Maria, Please see attached work scope and fee. Please create a contract for Northwest Management Systems. Expiration date 12/31/2013.Charge to T O16(misc. engineering studies). Have max. amount be $1,600 in case City Council goes long. Contract to be hourly. Paul took one month to get me a work scope and fee... I'm not real happy about this when the City Council meeting is tomorrow. Mark Thanks. From: PESachs@ao.com [mailto:pesachs@ao.com] Sent: Monday, April 15, :07 PM To: Mark Rigos Subject: Re: proposal? Let's try this one. Please let me know if you can see the address at the bottom of the page. Paul In a message dated 4/15/2013 9:55:44 A.M. Pacific Daylight Time, markr@ci.newcastle.wa.us writes: It still needs company address, your name, your phone number. Mark

11 EXHIBIT B Monthly invoices shall be on the Contractor's letter head and shall contain the following information: Billing Voucher To: City of Newcastle Attn: Accounts Payable Newcastle Way; Suite 200 Newcastle, Washington Telephone: (425) Fax: (425) Contractor: Telephone: Mailing Address: Speci?c Program: Contract period: Reporting Period: Amount requested this invoice: $ Invoice Number: Date of Invoice Authorized signature BUDGET SUMMARY: Total contract amount $ Previous payments $ Current request 513 Total requested this contract to date 33 Balance remaining $ Note: If applicable, submit a separate voucher for each program which is funded by your City of Newcastle contract. Approved for Payment: For Department Use Only Date:

12 EXHIBIT C TAX IDENTIFICATION NUMBER (TIN) REQUEST CITY OF NEWCASTLE IMPORTANT : Newcastle Way; Suite 200 Newcastle, WA Not Phone: (425) Ignore Fax: (425) This Form In order for you to receive reimbursement from the City of Newcastle, we must have either a Tax Identi?cation Number or a Social Security Number. The Internal Revenue Code requires a Form 1099 for payments to every person or organization other than a corporation for services performed in the course of trade or business. Further, the law requires us to withhold 20% on reportable amounts paid to unincorporated persons who have not supplied us with their correct Tax Identi?cation Number or Social Security Number. Please complete this form and return it to the City of Newcastle within 30 days from the receipt of this form or before or along with the submittal of your first billing voucher/invoice. Please check the appropriate category: Corporation Partnership Government Agency _Individua1/Proprietor Other (please explain) Exempt From Backup Withholding (please explain) TIN#: SS#: - j_ j Print Name: Print Title: Business Name: Business Address: Business Phone: Authorized Signature (required)