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HomeMy WebLinkAboutContractDocusign Envelope ID: 136BA4DF-1717-4FA5-B075-03F1E526A525 AGREEMENT FOR ENVIROMENTAL PROGRAMMING THIS AGREEMENT, dated for reference purposes only as May 13, 2025, is by and between the City of Renton (the "City"), a Washington municipal corporation, and Environmental Science Center ("Consultant"), a not-for-profit organiization. The City and the Consultant are referred to collectively in this Agreement as the "Parties." Once fully executed by the Parties, this Agreement is effective as of the last date signed by both parties. 1.Scope of Work: Consultant agrees to provide free interactive, outdoor educational programming for youth and adults regarding water quality, wildlife and natural areas, tours, and plantlife as specified in Exhibit A, which is attached and incorporated herein and may hereinafter be referred to as the "Work." 2.Time of Performance: Consultant shall commence performance of the Agreement pursuant to the schedule(s) set forth in Exhibit A. All Work shall be performed by no later than December 1, 2025. 3.Compensation: A.Amount. No monetary compensation shall be paid to Consultant for Work provided pursuant to this Agreement. Consideration to the Consultant is provided in the form of use of the City's facilities as specified in Exhibit A. B.Effect of Performance. Performance under this Agreement shall not constitute a waiver by the City of any remedies it may have against the Consultant for failure of the Consultant to perform the Work or for any breach of this Agreement by the Consultant. 4.Termination: The City reserves the right to terminate this Agreement at any time, with or without cause by giving ten (10) calendar days' notice to the Consultant in writing. In the event of such termination or suspension, all finished or unfinished documents, data, studies, worksheets, models and reports, or other material prepared by the Consultant pursuant to this Agreement shall be submitted to the City, if any are required as part of the Work. This provision shall not prevent the City from seeking any legal remedies it may have for the violation or nonperformance of any of the provisions of this Agreement. CAG-25-209 Docusign Envelope ID: 136BA4DF-1717-4FA5-B075-03F1E526A525 5.Warranties And Right To Use Work Product: Consultant represents and warrants that Consultant will perform all Work identified in this Agreement in a professional and workmanlike manner and in accordance with all reasonable and professional standards and laws. Consultant further represents and warrants that all final work product created for and delivered to the City pursuant to this Agreement shall be the original work of the Consultant and free from any intellectual property encumbrance which would restrict the City from using the work product. Consultant grants to the City a non-exclusive, perpetual right and license to use, reproduce, distribute, adapt, modify, and display all final work product produced pursuant to this Agreement. The City's or other's adaptation, modification or use of the final work products other than for the purposes of this Agreement shall be without liability to the Consultant. The provisions of this section shall survive the expiration or termination of this Agreement. 6.Record Maintenance: The Consultant shall maintain accounts and records, which properly reflect all direct and indirect costs expended and Work provided in the performance of this Agreement and retain such records for as long as may be required by applicable Washington State records retention laws, but in any event no less than six years after the termination of this Agreement. The Consultant agrees to provide access to and copies of any records related to this Agreement as required by the City to audit expenditures and charges and/or to comply with the Washington State Public Records Act (Chapter 42.56 RCW). The provisions of this section shall survive the expiration or termination of this Agreement. 7.Public Records Compliance: To the full extent the City determines necessary to comply with the Washington State Public Records Act, Consultant shall make a due diligent search of all records in its possession or control relating to this Agreement and the Work, including, but not limited to, e-mail, correspondence, notes, saved telephone messages, recordings, photos, or drawings and provide them to the City for production. In the event Consultant believes said records need to be protected from disclosure, it may, at Consultant's own expense, seek judicial protection. Consultant shall indemnify, defend, and hold harmless the City for all costs, including attorneys' fees, attendant to any claim or litigation related to a Public Records Act request for which Consultant has responsive records and for which Consultant has withheld records or information contained therein, or not provided them to the City in a timely manner. Consultant shall produce for distribution any and all records responsive to the Public Records Act request in a timely manner, unless those records are protected by court order. The provisions of this section shall survive the expiration or termination of this Agreement. 8.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 Work shall be that of an independent contractor, not PAGE 2 OF 9 Docusign Envelope ID: 136BA4DF-1717-4FA5-B075-03F1E526A525 employee. The Consultant, not the City, shall have the power to control and direct the details, manner or means of Work. Specifically, but not by means of limitation, the Consultant shall have no obligation to work any particular hours or particular schedule, unless otherwise indicated in the Scope of Work or where scheduling of attendance or performance is mutually arranged due to the nature of the Work. Consultant shall retain the right to designate the means of performing the Work covered by this agreement, and the Consultant shall be entitled to employ other workers at such compensation and such other conditions as it may deem proper, provided, however, that any contract so made by the Consultant is to be paid by it alone, and that employing such workers, it is acting individually and not as an agent for the City. B.The City shall not be responsible for withholding or otherwise deducting federal income tax or Social Security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to Consultant or any employee of the Consultant. C.If the Consultant is a sole proprietorship or if this Agreement is with an individual, the Consultant agrees to notify the City and complete any required form if the Consultant retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Consultant's failure to do so. 9.Hold Harmless: The Consultant agrees to release, indemnify, defend, and hold harmless the City, elected officials, employees, officers, representatives, and volunteers from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties, expenses, attorney's or attorneys' fees, costs, and/or litigation expenses to or by any and all persons or entities, arising from, resulting from, or related to the negligent acts, errors or omissions of the Consultant in its performance of this Agreement or a breach of this Agreement by Consultant, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this 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 PAGE 3 OF 9 Docusign Envelope ID: 136BA4DF-1717-4FA5-B075-03F1E526A525 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. 10.Gifts and Conflicts: The City's Code of Ethics and Washington State law prohibit City employees from soliciting, accepting, or receiving any gift, gratuity or favor from any person, firm or corporation involved in a contract or transaction. To ensure compliance with the City's Code of Ethics and state law, the Consultant shall not give a gift of any kind to City employees or officials. Consultant also confirms that Consultant does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in selecting the Consultant, negotiating or administering this Agreement, or evaluating the Consultant's performance of the Work. 11.City of Renton Business License: Unless exempted by the Renton Municipal Code, Consultant shall obtain a City of Renton Business License prior to performing any Work and maintain the business license in good standing throughout the term of this agreement with the City. Information regarding acquiring a city business license can be found at: https ://www.rentonwa.gov/Tax Information regarding State business licensing requirements can be found at: https://dor.wa.gov/doing-business/register-my-business 12.Insurance: Consultant shall secure and maintain: A.Commercial general liability insurance in the minimum amounts of $1,000,000 for each occurrence/$2,000,000 aggregate for the Term of this Agreement. B.In the event that Work delivered pursuant to this Agreement either directly or indirectly involve or require Professional Services, Professional Liability, Errors and Omissions coverage shall be provided with minimum limits of $1,000,000 per occurrence. "Professional Services", for the purpose of this section, shall mean any Work provided by a licensed professional or Work that requires a professional standard of care. C.Workers' compensation coverage, as required by the Industrial Insurance laws of the State of Washington, shall also be secured. D.Commercial Automobile Liability for owned, leased, hired or non-owned, leased, hired or non-owned, with minimum limits of $1,000,000 per occurrence combined single 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. PAGE40F9 Docusign Envelope ID: 136BA4DF-1717-4FA5-B075-03F1E526A525 E.Consultant shall name the City as an Additional Insured on its commercial general liability policy on a non-contributory primary basis. The City's insurance policies shall not be a source for payment of any Consultant liability, nor shall the maintenance of any insurance required by this Agreement be construed to limit the liability of Consultant to the coverage provided by such insurance or otherwise limit the City's recourse to any remedy available at law or in equity. F.Subject to the City's review and acceptance, a certificate of insurance showing the proper endorsements, shall be delivered to the City before performing the Work. G.Consultant shall provide the City with written notice of any policy cancellation, within two (2) business days of their receipt of such notice. 13.Delays: Consultant is not responsible for delays caused by factors beyond the Consultant's reasonable control. When such delays beyond the Consultant's reasonable control occur, the City agrees the Consultant is not responsible for damages, nor shall the Consultant be deemed to be in default of the Agreement. 14.Successors and Assigns: Neither the City nor the Consultant shall assign, transfer or encumber any rights, duties or interests accruing from this Agreement without the written consent of the other. 15.Notices: Any notice required under this Agreement will be in writing, addressed to the appropriate party at the address which appears below (as modified in writing from time to time by such party), and given personally, by registered or certified mail, return receipt requested, by facsimile or by nationally recognized overnight courier service. Time period for notices shall be deemed to have commenced upon the date of receipt, EXCEPT facsimile delivery will be deemed to have commenced on the first business day following transmission. Email and telephone may be used for purposes of administering the Agreement, but should not be used to give any formal notice required by the Agreement. CITY OF RENTON Alex Lee 1055 South Grady Way Renton, WA 98057 Phone: (425) 430-6571 E-mail Address: alee@rentonwa.gov PAGE 5 OF 9 CONSULTANT Joanna Stodden Street Address 2220 SW Seahurst Park Rd City, State Zip Burien, WA 98166 Phone: 253-271-9565 E-maAddress joanna@enviromentalsciencecenter.org Docusign Envelope ID: 136BA4DF-1717-4FA5-B075-03F1E526A525 16.Discrimination Prohibited: Except to the extent permitted by a bona fide occupational qualification, the Consultant agrees as follows: A.Consultant, and Consultant's agents, employees, representatives, and volunteers with regard to the Work performed or to be performed under this Agreement, shall not discriminate on the basis of race, color, sex, religion, nationality, creed, marital status, sexual orientation or preference, age (except minimum age and retirement provisions), honorably discharged veteran or military status, or the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification in relationship to hiring and employment, in employment or application for employment, the administration of the delivery of Work or any other benefits under this Agreement, or procurement of materials or supplies. B.The Consultant will take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, creed, color, national origin, sex, age, sexual orientation, physical, sensory or mental handicaps, or marital status. Such action shall include, but not be limited to the following employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training. C.If the Consultant fails to comply with any of this Agreement's non-discrimination provisions, the City shall have the right, at its option, to cancel the Agreement in whole or in part. D.The Consultant is responsible to be aware of and in compliance with all federal, state and local laws and regulations that may affect the satisfactory completion of the project, which includes but is not limited to fair labor laws, worker's compensation, and Title VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton Council Resolution Number 4085. 17.Miscellaneous: The parties hereby acknowledge: A.The City is not responsible to train or provide training for Consultant. B.Consultant will not be reimbursed for job related expenses except to the extent specifically agreed within the attached exhibits. C.Consultant shall furnish all tools and/or materials necessary to perform the Work except to the extent specifically agreed within the attached exhibits. D.In the event special training, licensing, or certification is required for Consultant to provide Work he/she will acquire or maintain such at his/her own expense and, if PAGE 6 OF 9 Docusign Envelope ID: 136BA4DF-1717-4FA5-B075-03F1 E526A525 N.Counterparts. The Parties may execute this Agreement in any number ofcounterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. IN WITNESS WHEREOF,the Parties have voluntarily entered into this Agreement as of the date last signed by the Parties below. CITY OF RENTON GSignedby: By:�?:�:s!s:s�1:, Van Cleave Maryjane Vancleave Parks and Recreation Administrator 6/24/2025 I 10:35 AM PDT Date Approved as to Legal Form By: _________ _Blythe Phillips Assistant City Attorney PAGE 9 OF 9 CONSULTANT �OocuSigned by: By:L!=��t��tb, Joanna Stodden Executive Director 6/13/2025 I 3:11 PM PDT Date Approved by Blythe Phillips via email 6/13/2025 Docusign Envelope ID: 136BA4DF-1717-4FA5-B075-03F1 E526A525 EXHIBIT A Environmental Programming for Parks and Recreation Programming All registration is processed through Parks and Recreation: •Birding Meetup Cedar River Park 6/15 •Renton Senior Bird Walk 6/16 •Outdoor Yoga 6/22 •Backpack Kit Day 7 /5 •Senior Beach Walk 7 /1 O •Birding Meet up 7 /13 •Family Adventure Camp 7/19 •Senior Center Gardening presentation-expected July •Renton River Days 7 /26 & 7 /27 •Backpack Kit Day 8/2 •Senior Locks Field Trip 8/12 •Birding Meet up Cedar River Park 8/24 (this is a potential make-up date from the program we had to cancel in May) •Senior Center Fall presentation-expected September •Cedar River Salmon Field Trip-expected October •Cedar River clean-up-10/4 •Cedar River Salmon Festival-10/11 •Fish or Treat 10/25 •Salmon Hero's Cedar River Park 8/15 -11 /15 •Salmon Fest (transportation)-11/22 Time will be determined based on mutual agreement between the parties. Background Checks: It is the responsibility of the Instructor to obtain and evaluate background checks for all of the persons who will be providing services under the agreement. Upon request by the City, Instructor shall provide the City with copies of background check information. The Environmental Science Center we will occupy classroom spaces within the facilities that programming is taking place 1 hour prior to program and 1 hour after program takes place. Storage of materials: Storage at Liberty Park Building for backpack kits is allowed through December 1st, 2025. At the conclusion of this agreement storage room must be vacated, all Environmental Science Center items must be removed, and the storage room must be returned to its original condition. Storage at the Renton Community Center for the Salmon Hero's science kits is allowed through December 1st, 2025. At the conclusion of this agreement storage spaces must be vacated, all Environmental Science Center items must be removed, and the storage spaces must be returned to its original condition. 01/15/2025 Leavitt Group Northwest PO Box 833 Auburn WA 98071 Robin Rollins (800) 726-8771 (866) 728-9168 robin-rollins@leavitt.com Environmental Science Center 126 SW 148th St - Ste C100-170 Burien WA 98166-1984 Alliance of Nonprofits for Insurance 10023 2025-2025 MASTER A Y 02-CP-0071555-01-02 01/01/2025 01/01/2026 1,000,000 500,000 20,000 1,000,000 3,000,000 2,000,000 A 02-CP-0071555-01-02 01/01/2025 01/01/2026 1,000,000 A 10,000 02-UB-0071555-01-02 01/01/2025 01/01/2026 1,000,000 1,000,000 A 02-CP-0071555-01-02 Stop Gap 01/01/2025 01/01/2026 1,000,000 1,000,000 1,000,000 A Sexual Abuse & Molestation Directors/Officers Liability 02-CP-0071555-01-02 01/02/2025 01/01/2026 Per Occurence/Agg $1,000,000/$3M D/O: Per Occurence $1,000,000 Renton Community Center and The City of Renton are additional insured as required by written contract, subject to policy terms, conditions, limitations and exclusions. Coverage is Primary & Non-Contributory. Forms to follow. City of Renton 1055 S. Grady Way Renton WA 98057 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY Human Resources & Risk Management Memorandum DATE:June 11, 2025 TO:Alex Lee, Parks & Recreation, Recreation FROM:Risk Management SUBJECT:Insurance Review/ Environmental Science Center RE: Risk Management has reviewed the certificate of insurance for the above-named entity. The insurance certificate meets the City of Renton’s risk management requirements. Corresponding with the COI expiration, this approval memo is valid until 1/1/2026, or until changes in the contract or work invalidate the insurance coverage.