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HomeMy WebLinkAboutContract Professional Services Agreement Page 1 of 14 Updated Template (IBDR) - April 2024 10914994.7 - 371096 - 0012 PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF MEDINA AND SAFEBUILT WASHINGTON, LLC THIS PROFESSIONAL SERVICES AGREEMENT is entered into by and between the City of Medina, Washington, a municipal corporation (“City”) and Safebuilt Washington, a limited liability company organized under the laws of the State of Delaware, located and doing business at 444 N. Cleveland Ave., Loveland CO 80537 (hereinafter, the “Consultant”). RECITALS: WHEREAS, the City desires to have certain work performed; and WHEREAS, the City has selected the Consultant to perform such services pursuant to certain terms and conditions; and NOW, THEREFORE, in consideration of the mutual benefits and conditions set forth below, the Parties agree as follows: AGREEMENT: 1. Scope of Services to be Performed by Consultant. The Consultant shall perform the work as assigned by the City, which may include the services described in Exhibit A of this Agreement, which is attached hereto and incorporated herein by this reference as if set forth in full. Additional work may be assigned by the City, however, this Agreement does not obligate the City to assign any specific work or any work to the Consultant. In performing the services, the Consultant shall comply with all federal, state, and local laws and regulations applicable to the services. The Consultant shall perform the services diligently and completely and in accordance with professional standards of conduct and performance. The City shall pay the Consultant for services rendered according to the rates set forth in Exhibit B. The City shall pay the Consultant for services rendered within ten (10) days after City Council voucher approval. However, if the City objects to all or any portion of an invoice, it shall notify Consultant and reserves the option to only pay that portion of the invoice not in dispute. In that event, the Parties will immediately make every effort to settle the disputed portion. 2. Duration of Agreement. This Agreement shall be in full force and effect for a period commencing on the date the last Party executes this Agreement and ending September 1, 2027 unless sooner terminated under the provisions of this Agreement or extended by mutual agreement of the Parties. Time is of the essence of this Agreement in each and all of its provisions in which performance is required. 3. Ownership and Use of Documents. A. Ownership. Any records, files, documents, drawings, specifications, data, or Docusign Envelope ID: 98B71F48-2679-4732-86AF-8372179123F4 Professional Services Agreement Page 2 of 14 Updated Template (IBDR) - April 2024 10914994.7 - 371096 - 0012 information, regardless of form or format, and all other materials produced by the Consultant in connection with the services provided to the City, shall be the property of the City whether the project for which they were created is executed or not. City hereby grants to Consultant a fully paid up, non-transferrable license to reproduce, create derivative works of and otherwise use such materials as reasonably necessary to perform Consultant’s services for the City. City represents and warrants that it has sufficient intellectual property rights in the provided materials to grant such license. As between the parties, City shall retain all intellectual property rights to the materials provided to Consultant and to any work product of Consultant based on such materials. Consultant shall have no liability for claims, damages, losses, and expenses, including attorneys’ fees, arising out of or resulting from the City’s or any third party’s use or modification of Consultant’s work product for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant. For the avoidance of doubt, nothing in this Agreement shall be construed as an assignment or a requirement to assign any pre-existing intellectual property of Consultant or of any improvements thereto. As between the parties, City shall own all rights and title to deliverables, such as comments to submitted plans and inspection reports, generated by Consultant in the performance of the Services and provided to City. Notwithstanding any provision of this Agreement to the contrary, this Agreement shall not be construed as an assignment or a requirement to assign any pre-existing intellectual property of Consultant, including any and all rights in pre-existing software or improvements thereto. B. Records preservation. Consultant understands that this Agreement is with a government agency and thus all records created or used in the course of Consultant’s work for the City are considered “public records” and may be subject to disclosure by the City under the Public Records Act, Chapter 42.56 RCW (“the Act”). Consultant agrees to safeguard and preserve records in accordance with the Act. The City may be required, upon request, to disclose the Agreement, and the documents and records submitted to the City by Consultant, unless an exemption under the Public Records Act applies. If the City receives a public records request and asks Consultant to search its files for responsive records, Consultant agrees to make a prompt and thorough search through its files for responsive records and to promptly turn over any responsive records to the City’s public records officer at no cost to the City. 4. Independent Consultant. The Parties intend that an independent contractor-client relationship will be created by this Agreement. As the Consultant is customarily engaged in an independently established trade which encompasses the specific service provided to the City hereunder, no agent, employee, representative or sub-consultant of the Consultant shall be or shall be deemed to be the employee, agent, representative or sub-consultant of the City. In the performance of the work, the Consultant is an independent contractor with the ability to control and direct the performance and details of the work, the City being interested only in the results obtained Docusign Envelope ID: 98B71F48-2679-4732-86AF-8372179123F4 Professional Services Agreement Page 3 of 14 Updated Template (IBDR) - April 2024 10914994.7 - 371096 - 0012 under this Agreement. None of the benefits provided by the City to its employees, including, but not limited to, compensation, insurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub-consultants of the Consultant. 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 Consultant, or any employee of the Consultant. The Consultant will be solely and entirely responsible for its acts and for the acts of its agents, employees, representatives, and sub-consultants during the performance of this Agreement. The City may, during the term of this Agreement, engage other independent contractors to perform the same or similar work that the Consultant performs hereunder. 5. Indemnification. Consultant shall defend, indemnify, and hold the City, its officers, officials, employees, agents, and volunteers (Indemnitees) harmless from any and all claims, injuries, damages, losses or suits including attorneys’ fees brought against the City, arising out of or resulting from the acts, errors or omissions of the Consultant in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. Consultant shall have no obligation to defend or indemnify Indemnitees in connection with any breach of contract action between the parties arising under this Agreement. Notwithstanding the preceding paragraph, should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, 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, the Consultant’s liability, including the duty and cost to defend, hereunder shall be only to the extent of the Consultant’s negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant’s waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the Parties. The provisions of this section shall survive the expiration or termination of this Agreement. 6. Insurance. The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agent s, representatives, or employees. A. Minimum Scope of Insurance. Consultant shall obtain insurance of the types described below: i. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. Docusign Envelope ID: 98B71F48-2679-4732-86AF-8372179123F4 Professional Services Agreement Page 4 of 14 Updated Template (IBDR) - April 2024 10914994.7 - 371096 - 0012 ii. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent Consultants and personal injury and advertising injury. The City shall be named as an insured under the Consultant’s Commercial General Liability insurance policy with respect to the work performed for the City. iii. Workers’ Compensation coverage as required by the Industrial Insurance laws of the State of Washington. iv. Professional Liability insurance appropriate to the Consultant’s profession. B. Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: i. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. ii. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. iii. Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. C. Other Insurance Provision. The Consultant’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 Consultant’s insurance and shall not contribute with it. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A-VII. E. Verification of Coverage. The Consultant shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. At the City’s discretion, the verification described above may be attached to this Agreement as Exhibit C. F. Notice of Cancellation. The Consultant 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 Consultant to Docusign Envelope ID: 98B71F48-2679-4732-86AF-8372179123F4 Professional Services Agreement Page 5 of 14 Updated Template (IBDR) - April 2024 10914994.7 - 371096 - 0012 maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days’ notice to the Consultant 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 Consultant from the City. H. No Limitation. Consultant’s maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Consultant to the coverage provided by such insurance, or otherwise limit the City’s recourse to any remedy available at law or in equity. 7. Record Keeping and Reporting. A. The Consultant shall maintain accounts and records, including personnel, property, financial, and programmatic records, which sufficiently and properly reflect all direct and indirect costs of any nature expended and services performed pursuant to this Agreement. The Consultant shall also maintain such other records as may be deemed necessary by the City to ensure proper accounting of all funds contributed by the City to the performance of this Agreement. B. The foregoing records shall be maintained for a period of seven (7) years after termination of this Agreement unless permission to destroy them is granted by the Office of the Archivist in accordance with Chapter 40.14 RCW and by the City. 8. City’s Right of Inspection and Audit. A. Even though the Consultant is an independent contractor with the authority to control and direct the performance and details of the work authorized under this Agreement, the work must meet the approval of the City and shall be subject to the City’s general right of inspection to secure the satisfactory completion thereof. The Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or become applicable within the terms of this Agreement to the Consultant’s business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of such operations. B. 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 the City during the performance of this Agreement. All work products, data, studies, worksheets, models, reports, and other materials in support of the performance of the service, work products, or outcomes fulfilling the contractual obligations are the products of the City. Docusign Envelope ID: 98B71F48-2679-4732-86AF-8372179123F4 Professional Services Agreement Page 6 of 14 Updated Template (IBDR) - April 2024 10914994.7 - 371096 - 0012 9. Consultant to Maintain Records to Support Independent Contractor Status. On the effective date of this Agreement (or shortly thereafter), the Consultant shall comply with all federal and state laws applicable to independent contractors including, but not limited to the maintenance of a separate set of books and records that reflect all items of income and expenses of the Consultant’s business, pursuant to the Revised Code of Washington (RCW) Section 51.08.195, as required to show that the services performed by the Consultant under this Agreement shall not give rise to an employer-employee relationship between the Parties which is subject to RCW Title 51, Industrial Insurance. 10. Work Performed at the Consultant’s Risk. The Consultant shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub - consultants in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at the Consultant’s own risk, and the Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held by the Consultant for use in connection with the work. 11. Termination. A. The City reserves the right to terminate or suspend this Agreement at any time, with or without cause, upon seven (7) days’ prior written notice. In the event of termination or suspension, all finished or unfinished documents, data, studies, worksheets, models, reports, or other materials prepared by the Consultant pursuant to this Agreement shall promptly be submitted to the City. B. In the event this Agreement is terminated or suspended, the Consultant shall be entitled to payment for all services performed and reimbursable expenses incurred to the date of termination. C. This Agreement may be canceled immediately if the Consultant’s insurance coverage is canceled for any reason, or if the Consultant is unable to perform the services called for by this Agreement, or if the key professionals providing the services are no longer able to provide services to the City under this Agreement. D. The Consultant reserves the right to terminate this Agreement with not less than fourteen (14) days written notice, or in the event that outstanding invoices are not paid within sixty (60) days. E. This provision shall not prevent the City from seeking any legal remedies it may otherwise have for the violation or nonperformance of any provisions of this Agreement. 12. Force Majeure. Notwithstanding anything to the contrary in this Agreement, any prevention, delay or stoppage due to strikes, lockouts, labor disputes, acts of God, acts of war, terrorist acts, inability to obtain services, labor, or materials or reasonable substitutes therefor, governmental actions, governmental laws, regulations or restrictions, civil commotions, Casualty, actual or threatened public health emergency (including, without limitation, epidemic, pandemic, Docusign Envelope ID: 98B71F48-2679-4732-86AF-8372179123F4 Professional Services Agreement Page 7 of 14 Updated Template (IBDR) - April 2024 10914994.7 - 371096 - 0012 famine, disease, plague, quarantine, and other significant public health risk), governmental edicts, actions, declarations or quarantines by a governmental entity or health organization, breaches in cybersecurity, and other causes beyond the reasonable control of the Party obligated to perform, regardless of whether such other causes are (i) foreseeable or unforeseeable or (ii) related to the specifically enumerated events in this paragraph (collectively, a "Force Majeure"), shall excuse the performance of such Party for a period equal to any such prevention, delay or stoppage. To the extent this Agreement specifies a time period for performance of an obligation of either Party, that time period shall be extended by the period of any delay in such Party’s performance caused by a Force Majeure. Provided, however, that the current COVID-19 pandemic shall not be considered a Force Majeure unless constraints on a Party’s performance that result from the pandemic become substantially more onerous after the effective date of this Agreement. In order to claim Force Majeure, the Party claiming must provide notice to the other Party within fourteen (14) days of the event which constitutes Force Majeure, or such claim shall be waived for any period in which notice was due. 13. Discrimination Prohibited. The Consultant shall not discriminate against any employee, applicant for employment, or any person seeking the services of the Consultant under this Agreement, on the basis of race, color, religion, creed, sex, sexual orientation, age, national origin, marital status, presence of any sensory, mental or physical disability, or other circumstance prohibited by federal, State or local law or ordinance, except for a bona fide occupational qualification. 14. Assignment and Subcontract. The Consultant shall not assign or subcontract any portion of the services contemplated by this Agreement without the prior written consent of the City. If substantially all of the assets or equity of the Consultant is sold, approval of such assignment to the acquiring entity shall not be unreasonably withheld or delayed. Any assignment made without the prior approval of the City is void. 15. Conflict of Interest. The Consultant represents to the City that it has no conflict of interest in performing any of the services set forth in Exhibit A. In the event that the Consultant is asked to perform services for a project with which it may have a conflict, Consultant will immediately disclose such conflict to the City. 16. Confidentiality. All information regarding the City obtained by the Consultant in performance of this Agreement shall be considered confidential. Breach of confidentiality by the Consultant shall be grounds for immediate termination. 17. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the City will so notify the Consultant and shall not be obligated to make payments for services or amounts incurred after the end of the current fiscal period. 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 that the terms of the provision are effectuated. 18. Employment of State Retirees. The City is a “DRS-covered employer” which is an Docusign Envelope ID: 98B71F48-2679-4732-86AF-8372179123F4 Professional Services Agreement Page 8 of 14 Updated Template (IBDR) - April 2024 10914994.7 - 371096 - 0012 organization that employs one or more members of any retirement system administered by the Washington State Department of Retirement Systems (DRS). Pursuant to RCW 41.50.139(1) and WAC 415-02-325(1), the City is required to elicit on a written form if any of the Consultant’s employees providing services to the City retired using the 2008 Early Retirement Factors (ERFs), or if the Consultant is owned by an individual who retired using the 2008 ERFs, and whether the nature of the service and compensation would result in a retirement benefit being suspended. Failure to make this determination exposes the City to significant liability for pension overpayments. As a result, before commencing work under this Agreement, Consultant shall determine whether any of its employees providing services to the City or any of the Consultant’s owners retired using the 2008 ERFs, and shall immediately notify the City and shall promptly complete the form provided by the City after this notification is made. This notification to DRS could impact the payment of retirement benefits to employees and owners of Consultant. Consultant shall indemnify, defend, and hold harmless the City from any and all claims, damages, or other liability, including attorneys’ fees and costs, relating to a claim by DRS of a pension overpayment caused by or resulting from Consultant’s failure to comply with the terms of this provision. This provision shall survive termination of this Agreement. 19. Entire Agreement. This Agreement contains the entire agreement between the Parties, and no other agreements, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or bind either of the Parties. If there is a conflict between the terms and conditions of this Agreement and the attached exhibit, then the terms and conditions of this Agreement shall prevail over the exhibit. Either Party may request changes to the Agreement. Changes which are mutually agreed upon shall be incorporated by written amendments to this Agreement. 20. Notices. All notices or other communications required or permitted under this Agreement shall be in writing and shall be (a) personally delivered, in which case the notice or communication shall be deemed given on the date of receipt at the office of the address ee; (b) sent by registered or certified mail, postage prepaid, return receipt requested, in which case the notice or communication shall be deemed given three (3) business days after the date of deposit in the United States mail; or (c) sent by overnight delivery using a nationally recognized overnight courier service, in which case the notice or communication shall be deemed given one business day after the date of deposit with such courier. In addition, all notices shall also be emailed, however, email does not substitute for an official notice. Notices shall be sent to the following addresses: Notices to the City of Medina shall be sent to the following address: Steven R. Wilcox Development Services Director PO Box 144 Medina, Washington 98039 swilcox@medina-wa.gov 425-233-6409 With a copy to the City Clerk at the same address. Docusign Envelope ID: 98B71F48-2679-4732-86AF-8372179123F4 Professional Services Agreement Page 9 of 14 Updated Template (IBDR) - April 2024 10914994.7 - 371096 - 0012 Notices to the Consultant shall be sent to the following address: NAME: Gary Amato ADDRESS 444 N. Cleveland Ave CITY, STATE ZIP Loveland, CO 80537 EMAIL gamato@safebuilt.com 21. Applicable Law; Venue; Attorneys’ 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 specifically understand and agree that venue shall be exclusively in King County, Washington. The prevailing party in any such action shall be entitled to its attorneys’ fees and costs of suit, which shall be fixed by the judge hearing the case and such fee shall be included in the judgment. 22. Compliance with Laws. The Consultant agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Consultant’s business, equipment, and personnel engaged in operations covered by this Agreement or accruing out of the performance of those operations. 23. Authorized Signatures. By their signatures below, each Party represents that they are fully authorized to sign for and on behalf of the named principal above. 24. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. 25. Severability. Any provision or part of this Agreement held to be void or unenforceable under any law or regulation shall be deemed stricken and all remaining provisions shall continue to be valid and binding upon the City and the Consultant, who agree that the Agreement shall be reformed to replace such stricken provision or part with a valid and enforceable provision that comes as close as reasonably possible to expressing the intent of the stricken provision. Rest of page deliberately left blank. Signature page follows. Docusign Envelope ID: 98B71F48-2679-4732-86AF-8372179123F4 Professional Services Agreement Page 10 of 14 Updated Template (IBDR) - April 2024 10914994.7 - 371096 - 0012 IN WITNESS WHEREOF, the City and the Consultant have executed this Agreement as of the dates listed below. CITY OF MEDINA CONSULTANT Stephen R. Burns City Manager Name: ______________________________ Title: ______________________________ Date: _________________________ Date: ______________________________ ATTEST Aimee Kellerman City Clerk APPROVED AS TO FORM Jennifer S. Robertson, City Attorney Docusign Envelope ID: 98B71F48-2679-4732-86AF-8372179123F4 4/4/2025 Joseph DeRosa Chief Revenue Officer 4/4/2025 Professional Services Agreement Page 11 of 14 Updated Template (IBDR) - April 2024 10914994.7 - 371096 - 0012 EXHIBIT A SCOPE OF SERVICES Generally, the City of Medina utilizes SafeBuilt for back-up building, plumbing, and mechanical inspection services. This Scope of Work includes other services SafeBuilt offers that the City may request. All services are “as requested” and no work from the City is guaranteed. 1. LIST OF SERVICES As-Requested Building Official Services ✓ Be a resource for Consultant team members, Municipal staff, and applicants ✓ Help guide citizens through the complexities of the codes in order to obtain compliance ✓ Monitor changes to the codes including state or local requirements and determine how they may impact projects in the area and make recommendations regarding local amendments ✓ Provide Building Code interpretations for final approval ✓ Oversee our quality assurance program and will make sure that we are meeting our agreed upon performance measurements and your expectations ✓ Provide training for our inspectors on Municipality adopted codes and local amendments as needed ✓ Oversee certificate of occupancy issuance to prevent issuance without compliance of all departments ✓ Attend staff and council meetings as mutually agreed upon ✓ Responsible for reporting for Municipality – frequency and content to be mutually agreed upon ✓ Responsible for client and applicant satisfaction ✓ Issue stop-work notices for non-conforming activities related to provided services – as needed As-Requested Building, Plumbing, Mechanical Inspection Services ✓ Consultant utilizes an educational, informative approach to improve the customer’s experience. ✓ Perform code compliance inspections to determine that construction complies with approved plans ✓ Meet or exceed agreed upon performance metrics regarding inspections ✓ Provide onsite inspection consultations to citizens and contractors while performing inspections ✓ Return calls and emails from permit holders in reference to code and inspection concerns ✓ Identify and document any areas of non-compliance ✓ Leave a copy or provide an electronic version of the inspection results and discuss inspection results with site personnel As-Requested Plan Review Services ✓ Provide plan review services electronically or in the traditional paper format ✓ Review plans for compliance with adopted building codes, local amendments or ordinances ✓ Be available for pre-submittal meetings by appointment ✓ Coordinate plan review tracking, reporting, and interaction with applicable departments ✓ Provide feedback to keep plan review process on schedule ✓ Communicate plan review findings and recommendations in writing ✓ Return a set of finalized plans and all supporting documentation ✓ Provide review of plan revisions and remain available to applicant after the review is complete Reporting Services ✓ Consultant will work with Municipality to develop a mutually agreeable reporting schedule and format Docusign Envelope ID: 98B71F48-2679-4732-86AF-8372179123F4 Professional Services Agreement Page 12 of 14 Updated Template (IBDR) - April 2024 10914994.7 - 371096 - 0012 2. MUNICIPAL OBLIGATIONS ✓ Municipality will issue permits and collect all fees ✓ Municipality will provide Consultant with a list of requested inspections and supporting documents ✓ Municipality will intake plans and related documents for pick up by Consultant or submit electronically Docusign Envelope ID: 98B71F48-2679-4732-86AF-8372179123F4 Professional Services Agreement Page 13 of 14 Updated Template (IBDR) - April 2024 10914994.7 - 371096 - 0012 3. TIME OF PERFORMANCE ✓ Consultant will perform Services during normal business hours excluding Municipal holidays ✓ Services will be performed on an as-requested basis ✓ Consultant representative(s) will be available by phone and email Deliverables INSPECTIONS SERVICES Perform inspections received from municipality prior to 4:00pm the next business day PRE-SUBMITTAL MEETINGS Provide pre-submittal meetings to applicants by appointment for plan review submissions PLAN REVIEW TURNAROUND TIMES Provide comments within the following timeframes: Day 1 = first full business day after receipt of plans and all supporting documents Project Type: ✓ Residential within ✓ Tenant Improvements within ✓ Commercial within (up to $2M in valuation) ✓ Commercial within ($2M+ to $5M in valuation) ✓ Commercial within ($5M+ in valuation) ✓ Stand-alone permits (Plumbing/Mechanical) First Comments 7 business days 10 business days 10 business days 15 business days 21 business days 5 business Days Second Comments 5 business days or less 7 business days or less 7 business days or less 10 business days or less 15 business days 5 business Days Docusign Envelope ID: 98B71F48-2679-4732-86AF-8372179123F4 Professional Services Agreement Page 14 of 14 Updated Template (IBDR) - April 2024 10914994.7 - 371096 - 0012 EXHIBIT B FEE SCHEDULE 1. FEE SCHEDULE ✓ Municipality and Consultant will review the Municipal Fee Schedule and valuation tables annually to discuss making adjustments to reflect increases in the costs incurred by Consultant to provide Services. ✓ Beginning January 01, 2024 and annually thereafter, the hourly and flat rates listed shall be increased based upon the annual increase in the Department of Labor, Bureau of Labor Statistics or successor thereof, Consumer Price Index (United States City Average, All Items (CPI-U), Not Seasonally adjusted, All Urban Consumers, referred to herein as the “CPI”) for the Municipality or, if not reported for the Municipality the CPI for cities of a similar size within the applicable region from the previous calend ar year, such increase, however, not to exceed 4% per annum. The increase will become effective upon publication of the applicable CPI data. If the index decreases, the rates listed shall remain unchanged. ✓ Consultant fees for Services provided pursuant to this Agreement will be as follows: Service Fee Schedule: Inspection Services • Building, Mechanical, Plumbing, Energy Code $110.00 per hour- one (1) hour minimum Plan Review Services – Residential & Commercial: • Initial plan review • Up-to two (2) re-reviews • $110.00 per hr. w/ 1 hr. min. and also same hourly rate for changes to previously approved plans. Additional Plan Review Fee – Residential & Commercial: • After initial review & two (2) re-reviews • Other Building Plan Reviews not listed or changes to previously approved/issued plans. • Stand-alone mechanical or plumbing permits • Meetings of plans examiner outside of plan review % of fee plan review work (pre-app/pre-submittal/other meetings not part of plan review) $110.00 per hour – one (1) hour minimum Structural Engineering Plan Review $155.00 per hour – one (1) hour minimum Building Official Services $135.00 per hour- one (1) hour minimum After Hours/Emergency Inspection Services $125.00 per hour – two (2) hour minimum Hourly inspection time tracked will start when Consultant checks in at Municipality or first inspection site. Time tracked will end when the inspector completes the last scheduled inspection or leaves Municipal office. Time tracked will include travel time between inspection sites and all administrative work related to inspection support. Docusign Envelope ID: 98B71F48-2679-4732-86AF-8372179123F4 Certificate Of Completion Envelope Id: 98B71F48-2679-4732-86AF-8372179123F4 Status: Completed Subject: Complete with Docusign: Professional Services Contract Final Draft.pdf Source Envelope: Document Pages: 14 Signatures: 4 Envelope Originator: Certificate Pages: 5 Initials: 0 Aimee Kellerman AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 501 Evergreen Road Medina, WA 98039 akellerman@medina-wa.gov IP Address: 146.129.245.86 Record Tracking Status: Original 4/4/2025 8:52:06 AM Holder: Aimee Kellerman akellerman@medina-wa.gov Location: DocuSign Signer Events Signature Timestamp Joseph DeRosa Jderosa@safebuilt.com Chief Revenue Officer MTCI Private Provider Services, LLC Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 75.104.94.132 Signed using mobile Sent: 4/4/2025 8:55:36 AM Viewed: 4/4/2025 8:57:30 AM Signed: 4/4/2025 8:58:30 AM Electronic Record and Signature Disclosure: Accepted: 4/4/2025 8:57:30 AM ID: 3e7fd583-a3a6-47e3-ac42-d9304e0eb172 Stephen R. Burns sburns@medina-wa.gov City Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 146.129.245.86 Sent: 4/4/2025 8:58:31 AM Viewed: 4/4/2025 9:44:09 AM Signed: 4/4/2025 9:44:17 AM Electronic Record and Signature Disclosure: Accepted: 4/4/2025 9:44:09 AM ID: fcb19196-a14f-48f0-bfcd-425606028233 Jennifer S. Robertson jrobertson@insleebest.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 209.63.25.21 Sent: 4/4/2025 9:44:18 AM Viewed: 4/4/2025 9:45:10 AM Signed: 4/4/2025 9:45:18 AM Electronic Record and Signature Disclosure: Accepted: 3/21/2024 11:27:16 AM ID: 4741b87c-004c-442b-bcc8-6191b237fec2 Aimee Kellerman akellerman@medina-wa.gov Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 146.129.245.86 Sent: 4/4/2025 9:45:19 AM Viewed: 4/4/2025 9:46:05 AM Signed: 4/4/2025 9:46:17 AM Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Steve Wilcox swilcox@medina-wa.gov Development Services Director City of Medina Security Level: Email, Account Authentication (None) Sent: 4/4/2025 9:46:18 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Mike Dilonno mdiIonno@safebuilt.com Security Level: Email, Account Authentication (None) Sent: 4/4/2025 9:46:19 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 4/4/2025 8:55:36 AM Certified Delivered Security Checked 4/4/2025 9:46:05 AM Signing Complete Security Checked 4/4/2025 9:46:17 AM Completed Security Checked 4/4/2025 9:46:19 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Medina (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 1/30/2023 10:06:04 AM Parties agreed to: Joseph DeRosa, Stephen R. Burns, Jennifer S. Robertson Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Medina: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: akellerman@medina-wa.gov To advise City of Medina of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at akellerman@medina-wa.gov and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from City of Medina To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to akellerman@medina-wa.gov and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Medina To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to akellerman@medina-wa.gov and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:  You can access and read this Electronic Record and Signature Disclosure; and  You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and  Until or unless you notify City of Medina as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of Medina during the course of your relationship with City of Medina.