HomeMy WebLinkAboutContract CAG-16-140
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AGREEMENT FOR ENVIRONMENTAL PROFESSIONAL SERVICES
CAG-16-140
THIS AGREEMENT, dated September 14, 2016, is by and between the City of Renton (the
"City"), a Washington municipal corporation, and DGK Inc. ("Consultant"), 10108 32nd Avenue
W, Suite D, Everett, WA 98204. 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 Environmental Professional Services for
design improvements on Duvall Avenue NE, NE 10th Street to Sunset Boulevard to restore
the paved surface, and fill in missing non-motorized facilities such as sidewalks and bicycle
lanes, illumination, and channelization as specified in Exhibit A, which is attached and
incorporated herein and may hereinafter be referred to as the "Work."
2. Chan�es 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 B 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 12/31/2017.
4. Compensation:
A. Amount. Total compensation to Consultant for Work provided pursuant to this
Agreement shall not exceed $16,713.60, plus any applicable state and local sales
taxes. Compensation shall be paid based upon Work actually performed according
to the rate(s) or amounts specified in Exhibit B. 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 B. 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.
B. Method of Pavment. On a monthly 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
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been performed, the name of the personnel performing such Work, and any hourly
labor charge rate for such personnel. The Consultant shall also submit a final bill
upon completion of all 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 Consultant 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. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for
payment under this Agreement for any future fiscal period, the City shall not be
obligated to make payments for Work or amounts incurred after the end of the
current fiscal period, and this Agreement will terminate upon the completion of all
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 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 Ri�ht 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
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the Work in compliance with applicable City standards or guidelines (e.g. design criteria
and Standard Plans for Road, Bride 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 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.
7. 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.
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 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.
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 shall be that of an independent contractor,
not employee. The Consultant, not the City, shall have the power to control and
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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.
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 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
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.
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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 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:
http://rentonwa.�ov/business/default.aspx?id=548&mid=328. Information regarding
State business licensing requirements can be found at:
http://dor.wa.�ov/content/doin�business/re�istermvbusiness/
13. 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.
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.
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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. Delavs: 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 shall 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 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: Consultant:
Flora Lee, Project Manager leanette Widener
1055 South Grady Way 10108 32nd Avenue W STE D
Renton, WA 98057 Everett, WA 98204
Phone: (425) 430-7303 Phone: (425)418-7162
FLee@Rentonwa.gov jeanettecw@prodigy.net
Fax: (425) 430-7376 Fax: Click here to enter text.
17. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational
qualification, the Consultant agrees as follows:
A. Consultant, and Consultant's agents, employees, representatives, and volunteers
with regard to the 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.
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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.
18. 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
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 / her 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.
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B. General Administration and Mana�ement. The City's project manager is Flora Lee.
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 shall prevail. Any exhibits/attachments to
this Agreement are incorporated by reference only to the extent of the purpose for
which they are referenced within this Agreement. To the extent a Consultant
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 shall prevail and the extraneous terms shall not be
incorporated herein.
E. Governin� Law. This Agreement shall be made in and shall be governed by and
interpreted in accordance with the laws of the State of Washington and the City of
Renton. Consultant and all of the Consultant's employees shall perform the 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 or any of its terms or covenants shall be brought in the
King County Superior Court for the State of Washington at the Maleng Regional
lustice Center in Kent, King County, Washington, or its replacement or successor.
H. Severabilitv. A court of competent jurisdiction's determination that any provision or
part of this Agreement is illegal or unenforceable shall not cancel or invalidate the
remainder of this Agreement,which shall remain in full force and effect.
I. Sole and Entire A�reement. This Agreement contains the entire agreement of the
Parties and any representations or understandings, whether oral or written, not
incorporated are excluded.
J. Time is of the Essence. Time is of the essence of this Agreement and each and all of
its provisions in which performance is a factor. Adherence to completion dates set
forth in the description of the Work is essential to the Consultant's performance of
this Agreement.
K. Third-Partv Beneficiaries. Nothing in this Agreement is intended to, nor shall be
construed to give any rights or benefits in the Agreement to anyone other than the
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Parties, and all duties and re�ponsibilities undertaken pursuant to this Agreement
will be for the sole and exclusive benefit of the Parties and no one else.
L. Assi�ns and Successors. The Parties each bind themselves, their partners,
successors, assigns, and legal representatives to the other party to this Agreement,
and to the partners, successors, assigns, and legal representatives of such other
party with respect to all covenants of the Agreement.
M. Waivers. All waivers shall be in writing and signed by the waiving party. Either
party's failure ta 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 provision of this Agreement in the future. Waiver of breach of any provision
of this 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 origina(, 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 beiow.
- CITY OF RENTON CONSULTANT
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By: , (� � � B
Gregg Zi r an J e C Widener
Public Works Administrator ief Financial Officer
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Date Date
Approved as to Legal Form
R����6����
Lawrence J.Warren
' Renton City Attorney
Agreement Form Updated 08/30/2016
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Duvall Avenue NE, NE 10th to Sunset Blvd.
CAG-16-140
EXHIBIT A
SCOPE OF WORK
Project No.
TASK—ENVIRONMENTAL DOCUMENTATION AND PERMIT COORDINATION
Widener and Associates, will assist the City in the preparation of environmental documentation
and permitting of the project by providing the following services.
1. Design Assistance and Early Agency Coordination
Early input into the formation ofproject alternatives will be provided to ensure each alternative
includes provisions to minimize impacts to the surrounding environment. This coordination
within the various design elements of the project will identify and incorporate minimization
measures early in the alternative development phase of the project and will ensure that an
appropriate range of alternatives are developed prior to the agency coordination.
Widener and Associates,will assist the City in presenting the alternatives to the state permitting
agencies to identify the regulatory issues associated with each alternative. Potential minimization
measures for each alternative will also be identified during the coordmation with agency
representatives. All permitting issues and the recommended permitting process for the preferred
alternative will be documented in the project preliminary design.
It is assumed that this effort will be accomplished with the graphics and design drawings
required to complete the preliminary design and to conduct the open houses and that no other
special presentation materials are required.
Deliverable(s)
. The Consultant's permitting specialist will prepare meeting mmutes and memoranda
documenting the coordination activities with state agencies, as required.
2. Executive Order(EO) OS-OS
EO OS-OS requires all state agencies with capital improvement projects consult with the
Department of Archaeology and Historic Preservation(DAHP) and concerned tribes. Its purpose
is to ensure state agencies take lead in protecting and preserving the rich history of Washington
State. Consultations under OS-OS will involve completing the following tasks:
Identification of the project's area of potential impacts (API). The API shall be mapped and
include all areas proposed for ground disturbance, including staging areas._Preparation of the
EZ1 form which shall be submit to DAHP for approval.
Deliverable(s)
• Draft of the EZ1 for City review
• Submittal ofthe fmal revised EZ1 form to DAHP
3. SEPA
The Consultant shall complete appropriate SEPA documentation including all needed studies,
modeling, and analysis in accordance with State Environmental Policy Act(RCW 43.21C) and
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Duvall Avenue NE, NE 10th St. to Sunset Blvd.
CAG-16-140
SEPA Rules (WAC 197-11). The Consultant will coordinate with the City to address comments
on the SEPA Checklist and provide support for the SEPA process.
Deliverable(s)
. SEPA Checklist
4. NPDES Permit
Permit application shall include all requested information, such as application forms, all
necessary permit drawings, an attachment describing project location,project purpose and need,
alternatives considered, and a summary of project impacts. The Consultant shall also provide a
draft transmittal letter for submittal of the application by the City. Draft applications, including
supporting information, shall be submitted to the City for review and comment. Revised permit
application shall be provided to the City for signature and submittal to pernutting agencies. The
Consultant shall perform the necessary coordination to obtain the permit.
Deliverables:
• Draft NPDES for review by the City, one(1) electronic PDF copy of the fortn and required
attachments.
• Revised draft NPDES incorporating City comments, one (1) electronic PDF copy of the
form and required attachments.
• Final NPDES will be prepared incorporating agency comments, one (1) electronic PDF
copy of the form and required attachments.
• NOI application
• Published public notice
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Exhibit B
Project Name Duvall Avenue NE,NE lOth Street to Sunset Boulevard
Client City of Renton Publlc Works-Flora lee
Location Renton,WA Date 08/09/201
Project Project
Manager Biologist
Hours Hours
Design Assistance and Early Agency Coordination 24 4
0505 4 15
SEPA
Draft 4 24
Final 2 12
NPDES Permit
NOI 4 8
Public Notice 4 8
Draft SWPPP 12 40
Total hours 54 71
Summa Hours Rate Cost
Project Manager 54 $64.00 $3,456.00
Project Biologist 71 $23.00 $1,633.00
Total Labor $5,089.00
Safe Harbor Overhead 110% $5,597.90
IProfit 30% $1,526.70
Ex enses
Milea e $ 400.00
Public Notice $ 600.00
0505 field re ort $ 3,500.00
TOTAL ESTIMATED COST $16,713.60
WIPENER&ASSOC/ATES