HomeMy WebLinkAboutContract CAG-18-232
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AGREEMENT FOR ENVIR(JNMENTAL SCIENCE PROGRAMS AND
CLASSES AT HIGHLANDS NEIGHBORHOOD CENTER
THIS AGREEMENT, dated September 7, 2018, is by and between the City of Renton (the "City"),
a Washington municipal corporation, and Environmental Science Center ("Consultant"), a not-
for-profit organization.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 environmentai science programs and
classes at City of Renton community centers, both after school and at summer camps as
specified in Exhibit A,which is attached and incorporated herein and may hereinafter be
referred to as the "Work."
2. ChanQes in Scope of Work: The City, without invalidating this Agreement, may order
changes to the Work consisting of additions,deletions or modifications.Any such changes
to the Work shall be ordered by the City in writing and the Compensation shall be
equitably adjusted consistent with the rates set forth in 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 Work shall be performed by no later
than 12/31/2020.
4. Compensation:
R. Amount. Total compensation to Consultant for Work provided pursuant to this
Agreement shall not exceed $60,000 ($20,000 per year for three years), plus any
applicable state and local sales taxes. Compensation shall be paid as a flat rate fixed
sum based upon Work actually performed according to the rate(sj or amounts
specified in Exhibit A.The Consultant agrees that any hourly or flat rate charged by it
for its Work shall remain locked at the negotiated rate(s) unless otherwise agreed to
in writing or provided in Exhibit A. Except as specifically provided herein, the
Consultant shall be solely responsible for payment of any taxes imposed as a result of
the performance and payment of this Agreement.
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B. Method of Pavment. On a monthiy or no less than quarterly basis during any quarter
in which Work is performed,the Consultant shall submit a voucher or invoice in a form
specified by the City, including a description of what Work has been perFormed,the
name of the personnel performing such Work, and any hourly labor charge rate for
such personnel. The Consultant shall aiso submit a final bill upon completion of alt
Work. Payment shall be made by the City for Work performed within thirty {30)
calendar days after receipt and approval by the appropriate City representative of the
voucher or invoice. If the Consultant's performance does not meet the requirements
of this Agreement, the Consu�tant will correct or modify its performance to comply
with the Agreement.The City may withhold payment for work that does not meet the
requirements of this Agreement.
C. Effect of Pavment. Payment for any part of the Work shall not constitute a waiver by
the City of any remedies it may have against the Consultant for failure of the
Consultant to perform the Work or for any breach of this Agreement by the
Consultant.
D. Nan-Appropriation of Funds. If sufficient funds are not appropriated or allocated for
payment under this Agreement far any future fiscal period, the City shall not be
obligated to make payments for Work or amounts incurred after the end of the
current fiscal period, and this Agreement will terminate upon the completion of aH
remaining Work for which funds are allocated. No penalty or expense shall accrue to
the City in the event this provision applies.
5. Termination:
A. The City reserves the right to terminate this Agreement at any time,with or without
cause by giving ten(10)calendar days'notice to the Consultant in writing. In the event
of such termination or suspension,all finished or unfinished documents,data,studies,
worksheets, models and reports, or other material prepared by the Consultant
pursuant to this Agreement shall be submitted to the City, if any are required as part
of the Work.
B. In the event this Agreement is terminated by the City,the Consultant shall be entitled
to payment for all hours worked to the effective date of termination,less all payments
previously made. If the Agreement is terminated by the City after partial performance
of Work for which the agreed compensation is a fixed fee, the City shall pay the
Consultant an equitable share of the fixed fee. This provision shall not prevent the
City from seeking any legal remedies it may have for the violation or nonperformance
of any of the provisions of this Agreement and such charges due to the City shall be
deducted from the final payment due the Consultant. No payment shall be made by
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the City for any expenses incurred or work done following the effective date of
termination unless authorized in advance in writing by the City.
6. Warranties And RiRht 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. Compliance with professional standards includes,as applicable,performing the
Work in compliance with applicable City standards or guidelines (e.g. design criteria and
Standard Plans for Road,Bridge and Municipal Construction). Professional engineers shall
certify engineering plans, specifications, plats, and reports, as applicable, pursuant to
RCW 18.43.070. Consultant further represents and warrants that all final work product
created for and delivered to the City pursuant to this Agreement shall be the original work
of the Consultant and free from any intellectual property encumbrance which would
restrict the City from using the work product. Consultant grants to the City a non-
exclusive, perpetual right a�d license to use, reproduce, distribute, adapt, modify, and
display all final work product produced pursuant to this Agreement.The City's or other's
adaptation, modification or use of the final work products other than for the purposes of
this Agreement shall be without liability to the Consultant. The provisions of this section
shall survive the expiration or termination of this Agreement.
7. Reco�d 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 terminativn of this Agreement. The Consultant agrees to provide access
to and copies of any records related to this Agreement as requi�ed by the City to audit
expenditures and charges and/or to comply with the Washington State Public Records Ac#
(Chapter 42.56 RCW). The provisions of this section shall survive the expiration or
termination of this Agreement.
8. Public Records Compliance: To the full extent the City determines necessary to comply
with the Washington State Public Records Act,Consultant shall make a due diligent search
of all records in its possession or control relating to this Agreement and the Work,
including, but not limited to, e-mail, correspondence, notes, saved telephone messages,
recordings,photos,or drawings and provide them to the City for production. In the event
Consultant believes said records need to be protected from disciosure, 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�ecords or information contained therein,
or not provided them to the City in a timely manner. Consultant shall produce for
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distribution any and all records responsive to the Public Records Act request in a timely
manner,unless those records are protected by court order.The provisions of this section
shall survive the expiration or termination of this Agreement.
9. Independent Contractor Relationship:
A. The Consultant is retained by the City only for the purposes and to the extent set forth
in this Agreement.The nature of the relationship between the Consultant and the City
during the period of the Work shail be that of an independent contractor, not
employee.The Consultant,not the City,shall have the power to control and direct the
detaiis, 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.
e. The City shall not be responsible for withholding or otherwise deducting federal
income tax or 5ocial Security or contributing to the State Industrial Insurance
Program,or otherwise assuming the duties of an employer with respect to Cansultant
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 camplete any required form if the Consultant
retired under a State of Washington retirement sy5tem and agrees ta indemnify any
losses the City may sustain through the Consultant's failure to do so.
10. Hold Harmless:The Consultant agrees to release, indemnify, defend, and hold harmless
the City, elected officials, employees, officers, representatives, and volunteers from any
and all claims, demands, actions, suits, causes of action, arbitrations, mediations,
proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees,
penalties, expenses, attorney's or attorneys'fees, costs, and/or litigation expenses#o 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.
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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 negiigence 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 e�ent 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 Work.
12. Citv of Renton Business License: The Consultant shall obtain a City of Rento� Business
license prior to performing any Work and maintain the business license in good standing
throughout the term of this agreement with the City.
Information regarding acquiring a city business license can be found at:
http•I/rentonwa.�ov/business/default.aspx?id=548&mid=328.
Information regarding State business licensing requirements can be found at:
http://dor.wa.�ovtcontent/doin�business/re�istermvbusiness/
13. lnsurance: Consultant sha)) 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 thi5 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", far the purpose of this section, shall mean any
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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 $1,600,000 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 pertorming the Work.
G. Consultant shall provide the City with written notice of any policy cancellation,within
two (2) business days of their receipt of such notice.
14. Delays: Consultant is not responsible for delays caused by factors beyond the
Consultant's reasonable control. When such delays beyond the Consultant's reasonable
control occur,the City agrees the Consultant is not 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 shal) assign, transfer or
encumber any rights, duties or interests accruing from this Agreement without the
written consent of the other.
16. Notices: Any notice required unde� 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 o# administering the
Agreement,but should not be used to give any formal notice required by the Agreement.
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CITY OF RENTON CONSULTANT
Maryjane Van Cleave Tara Luckie
Recreation & Neighborhood Division Executive Director
1055 South Grady Way Environmentai Science Center
Renton,WA 98057 126 SW 148th Street, Suite C100-170
Phone: (425)430-6615 Burien,WA 98166
MVanCleave@Rentonwa.gov Phone: 206-248-4256
tara@envsciencecenter.org
17. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational
qualification,the Consultant agrees as foilows:
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 prefere�ce, 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 relatianship 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 mafierials 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, physicaf, 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 af 1964,and will comply with City of Renton
Council Resolution Number 4085.
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18. Miscellaneous:The parties hereby acknowiedge:
A. The City is not respc�nsible to train ar provide training for Consultant.
B. Consultant will not be reimbursed for job refated 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 Consuitant to
provide Work 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 Work, said employee/sub-contractor/assignee will acquire and or maintain such
training, licensing, or certification.
E. This is a non-exclusive agreement and Consultant is free to provide his/her Work to
other entities,so long as there is no interruption or interference with the provision of
Work called for in this Agreement.
F. Consultant is responsible for his/he� own insurance, including, but not limited to
health insurance.
G. Consultant is responsible for his/her own Worker's Compensation coverage as well as
that for any persons employed by the Consultant.
19. Other Provisions:
A. Approval 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 project manager is Carrie Nass,
Recreation and Neighborhoods Division Manager.In providing Work,Consultant shall
coordinate with the City's contract manager or his/her designee.
C. Amendment and Modification. This Agreement may be amended only by an
instrument in writing,duly executed by both PartieS.
D. Conflicts. In the event of any inconsistencies between Consultant proposals and this
Agreement, the terms of this Agreement shail prevail. Any exhibits/attachments to
this Agreement are incorporated by reference o�ly to the extent of the purpose for
which they are referenced within this Agreement. To the extent a Consultant
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prepared exhibit conflicts with the terms in the body of this Agreement or contains
terms that are extraneous to the purpose for which it is referenced,the terms in the
body of this Agreement shail prevail and the extraneous terms shail not be
incorporated herein.
E. Governins Law. This Agreement shail be made in and shall be governed by and
F�ter�eted in accordance with the laaars of thQ S#ate of Vl�ashington and tkse Ctit�af
Renton. Consultant and all of the Consultant's employees shall perform the Work in
accordance with all applicable federal, state, county and city laws, codes and
ordinances.
F. Joint 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. Jurisdiction and Venue.Any lawsuit or legal action brought by any party to enforce or
interpret this Agreement ar 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
Ce�r�eF ic� Kent, King County,Washington, or its�r�placEmen#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 fu{I 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 fa�to�. Adhe'rence�t3'c�mplet`fon dates set
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forth in the description of the Work is essential to the Consulta�St's`perforrrrance 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 al1 duties and responsibilities undertaken pursuant to this Agreement will
be for the sole and exclusive benefit of the Parties and no one else.
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L. Bindin� Effect.The Parties each bind themse�ve`s;'titi'Cir`�ia�rf�S'�l�'�'���ors, assigns,
and legal representatives to the other party to Chis Agreement, and to the partners,
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successors, assigns, and lega) representatives of such other party with respect to all
covenants of the Agreement.
M. Waivers.Ali waivers shall be in writing and signed by the waiving party. Either party's
failure to enforce any provision of this Agreement shall not be a waiver and shall not
prevent either the City or Consultant from enforcing that provision or any other
�oari�io� o�€tkus,�ree�ne�t i� the �utwr:e. 1�►laiu�� o#b�each of an�p�ou�sii�a#tk�i�
Agreement shall not be deemed to be a waiver of any prior or subsequent breach
unless 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 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 CONSULTANT
B�y: G`/L.� BK� , —
Denis Law Tara Luckie
Mayor Executive Director
City of Renton Environm .ntal Science Center
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Date Date
Approved as to Lega) Form
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Shane Moloney
Renton City Attorney
Contrect Ternplate Updated]2/29/2017
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EXHIBIT A: SCOPE OF WORK
Objective — The Environmental Science Center (ESC) will partner with the City of Renton to offer
environmental science classes and programs as part of the eest Starts for Kids,Quality-Out-of School Time
grant,titled"Highlands Neighborhood Quality-Out-of-School Time Partnership".
After school program: Environmental Science Center will provide weekiy one-hour environmental
education and engagement programs each month to two different age groups (K-3'd and 4-7"') focused
on stewardship of the Puget Sound watershed, during the school year (Sept—lune). By strengthening
students' science skiils though environmental education, the Environrnental Learning Center not only
works to address the achievement gap for underserved students,but also bridges a gap between human
actions and environmental degradation. Students will have the opportunity to grown through hands-on
experiment and activities. Programming wiN include both fact-based education and experiential learning
in plant walks, salmon run observations, and native plant explorations. Students will participate in
stewardship activities and use both verbal and creative arts approaches to reflect their learning.
In addition,the Environmental Science Center will take students on 6 field studies(two per quarte�)based
around the hands-on project based learning on environmental issues and topics covered in the afterschool
program.On the week there is a field trip,students would not have their regular weekly class.At the end
of each quarter ESC will work with City of Renton staff to plan and host an open house where students
will share what they've learned with their parents and community.
Summer camp science sessions: ESC will provide a once a week one-hour environmental education and
engagernent program during the summer.Similar to the after-school program,this program offers hands-
on science experiences led by naturalists.The program offers youth the opportunity to meet live worms
and aquatic macroinvertebrates, learn about food chains by dissecting owl pellets, explore the lives of
-other- �nirrtia{s, and lear� about food webs through hands-on games.�Each summer program adapts a
distinct focus area,sa that repetition of material is minimized and engaged learning is enhanced.
Program planning and evaluation:ESC staff will participate in program planning and evaluation meetings
on a quarterly basis (or more as necessary)with City of Renton staff and other H+ghlands Neighborhood
Quality-Out-of-School Time Partnership organizations and will participate in assisting with program
planning and evaluation tasks as needed.
Timeline:lanuary 1,2018—December 31,2020
Budget:$6Q,000 total:Yr 1(2018):$20,000;Yr 2(2019):$20,000;Yr 3(2020):$20,000
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