HomeMy WebLinkAboutContract CAG-18-092
CITY OF ,_
AGREEMENT WITH BLUE RIDGE PARKWAY FOUNDATION'S KIDS
IN PARKS PROGRAM FOR TRACK TRAIL AT CEDAR RIVER TRAIL
PARK
THIS AGREEMENT, dated May ?C, 2018, is by and between the City of Renton (the "City"), a
Washington municipal corporation, and the Blue Ridge Parkway Foundation's Kids in Parks
Program ("Foundation"), for collaboration on a TRACK Trail with a trailhead at the City's Cedar
River Trail Park. The City and Foundation 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. Purpose: The City and Foundation agree to collaborate on designing, installing,
maintaining, and promoting a trail (the "Trail") as a part of a network of family-friendly
outdoor adventures called "TRACK Trails." The Trail will have a trailhead at the City's
Cedar River Trail Park. The Trail's purpose is to promote children's health and the health
of parks by increasing physical activity and engaging families in outdoor adventures that
foster a meaningful connection to the natural and cultural world.
2. Scope: The Parties' respective obligations and the terms and conditions of this
collaboration are described in the body of this Agreement and in attached Exhibit A, the
following sections of which are incorporated herein and made a part of this Agreement:
• "Roles and Responsibilities;" and
• "Timeline;" except that this Agreement's effective date shall be as provided
above; and
• "Termination of Agreement;" and
• "Indemnification Clause;" and
• "Force Majeure."
In addition, the Foundation's deliverables under this Agreement and their costs are
further described in attached Exhibit B, which is incorporated herein and made a part of
this Agreement, except as may be otherwise provided herein.
Collectively, the Foundation's obligations under this Agreement may hereinafter be
referred to as Foundation's "Work."
3. Compensation:
A. Amount. Total compensation to Foundation for Work provided pursuant to this
Agreement shall not exceed $7,900.00 (seven thousand nine hundred dollars), 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 Parties agree that Foundation bears the risk of price fluctuation under this
Agreement, and each dollar amount itemized in Exhibit B shall not be increased by
Foundation, and Exhibit B's "Total Start Up Cost" of$7,900.00 shall not be increased
by Foundation. Except as specifically provided herein, Foundation shall be solely
responsible for payment of any taxes imposed as a result of the performance and
payment of this Agreement.
B. Method of Payment. On a monthly or no less than quarterly basis during any quarter
in which Work is performed, Foundation 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. Foundation 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 Foundation's performance does not meet the requirements of this
Agreement, Foundation 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 Payment. Payment for any part of the Work shall not constitute a waiver by
the City of any remedies it may have against Foundation for failure of Foundation to
perform the Work or for any breach of this Agreement by Foundation.
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 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.
4. Warranties And Right To Use Work Product: Foundation 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 Foundation and free from any intellectual property encumbrance
which would restrict the City from using the work product. Foundation grants to the City
a non-exclusive, license to use, reproduce, distribute, and display all final work product
produced pursuant to this Agreement. The City's or use of the final work products other
than for the purposes of this Agreement shall be without liability to Foundation. The
provisions of this section shall survive the expiration or termination of this Agreement.
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5. Record Maintenance: Foundation shall maintain accounts and records, which properly
reflect all direct and indirect costs incurred and work provided in the performance of this
Agreement and retain such records for no less than six years after the termination of this
Agreement. Foundation 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.
6. Public Records Compliance: To the full extent the City determines necessary to comply
with the Washington State Public Records Act, Foundation 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
Foundation believes said records need to be protected from disclosure, it may, at
Foundation's own expense, seek judicial protection. Foundation 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 Foundation has responsive
records and for which Foundation has withheld records or information contained therein,
or not provided them to the City in a timely manner. Foundation 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.
7. Independent Contractor Relationship: The nature of the relationship between
Foundation and the City during the period of this Agreement shall be that of an
independent contractor, not employee. Foundation, not the City, shall have the power to
control and direct the details, manner or means of work.
8. 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, Foundation shall not give a gift of any kind to
City employees or officials. Foundation also confirms that Foundation 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 Foundation, negotiating or administering this
Agreement, or evaluating Foundation's performance.
9. Insurance: Foundation 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.
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B. In the event that Foundation's work delivered pursuant to this Agreement either
directly or indirectly involves or requires 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. Foundation 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 Foundation liability, nor shall the maintenance of
any insurance required by this Agreement be construed to limit the liability of
Foundation to the coverage provided by such insurance or otherwise limit the City's
recourse to any remedy available at law or in equity.
D. Subject to the City's review and acceptance, a certificate of insurance showing the
proper endorsements,shall be delivered to the City upon this Agreement coming into
effect.
E. Foundation shall provide the City with written notice of any policy cancellation,within
two (2) business days of their receipt of such notice.
10. Successors and Assigns: Neither the City nor Foundation shall assign, transfer or
encumber any rights, duties or interests accruing from this Agreement without the
written consent of the other.
11. Notices: Any notice required or otherwise given 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 BLUE RIDGE PARKWAY FOUNDATION
Kelly Beymer,Administrator Carolyn Ward, CEO
Community Services Department Blue Ridge Parkway Foundation
1055 South Grady Way 717 South Marshall St, Ste 105B
Renton, WA 98057 Winston-Salem, NC 27101
Phone: (425) 430-6617 Phone: (866) 308-2773
kbeymer@rentonwa.gov cward@brpfoundation.org
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Fax: (425) 430-6603
12. Discrimination Prohibited: As to the Foundation's performance under this Agreement,
except to the extent permitted by a bona fide occupational qualification, Foundation
agrees as follows:
A. Foundation, and Foundation'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. Foundation 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 Foundation fails to comply with any of this Agreement's non-discrimination
provisions, and such failure is reported to or otherwise becomes known to the City„
the City shall have the right,at its option,to cancel the Agreement in whole or in part,
with no payment payable to Foundation for any work undertaken after the date of
the Foundation's failure to comply.
D. If Foundation fails to comply with any of this Agreement's non-discrimination
provisions, and such failure is reported to or otherwise becomes known to the City,
the City, within five (5) days of such report or knowledge, shall have the right, at its
option, to cancel the Agreement in whole or in part, with no payment payable to
Foundation for any work undertaken after the date the City received the report or
gained the knowledge of the Foundation's failure to comply.
E. Foundation 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. 0Page 5 of 8
13. Miscellaneous:The parties hereby acknowledge:
A. Foundation will not be reimbursed for job related expenses except to the extent
specifically agreed within the attached exhibits.
B. Foundation shall furnish all tools and/or materials necessary to perform its obligations
except to the extent specifically agreed within the attached exhibits.
C. In the event special training, licensing, or certification is required for Foundation to
perform its obligations, it will acquire or maintain such at its own expense and, if
Foundation employs, sub-contracts, or otherwise assigns the responsibility to
perform its obligations, said employee/sub-contractor/assignee will acquire and or
maintain such training, licensing, or certification.
D. This is a non-exclusive agreement and Foundation is free to enter into other
agreements with other entities, so long as there is no interruption or interference
with the performance of obligations called for in this Agreement.
E. Foundation is responsible for its own insurance, including, but not limited to health
insurance.
F. Foundation is responsible for its own Worker's Compensation coverage as well as that
for any persons employed by Foundation.
14. Other Provisions:
A. Approval Authority. Each individual executing this Agreement on behalf of the City
and Foundation represents and warrants that such individuals are duly authorized to
execute and deliver this Agreement on behalf of the City or Foundation.
B. General Administration and Management. The City's project manager is Cailin
Hunsaker, Parks and Golf Course Director. In performing under this Agreement,
Foundation shall coordinate with the City's project 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 Foundation 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 Foundation-
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 extraneous terms shall not be incorporated
herein.
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E. Governing 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.
F. Joint Drafting 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 Justice
Center in Kent, King County, Washington, or its replacement or successor.
H. Severability. 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 Agreement. 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.
K. Third-Party 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 all duties and responsibilities undertaken pursuant to this Agreement will
be for the sole and exclusive benefit of the Parties and no one else.
L. Binding Effect. 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 to enforce any provision of this Agreement shall not be a waiver and shall not
prevent either the City or Foundation 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.
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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 FOUNDATION
B41 „fig" i
KELLY BEY ER CAROLYN RD
Administrator, Community Services Chief Executive Officer
R3dh
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Date Date
Approved as to Legal Form
Shane Moloney
Renton City Attorney
Contract Template Updated 07/19/2017(Non-standard,LCC,4-27-2018)
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•
EXHIBIT A
TRACK Trail Partnership
Memorandum of Understanding
Between Kids in Parks and the City of Renton, WA
April 30, 2018
The Blue Ridge Parkway Foundation's Kids in Parks program,the City of Renton Community Services Department and King County
Parks have come together to collaborate on a TRACK Trail at Cedar River Trail Park and along the Cedar River Trail in Renton;and
The partners listed below have agreed to enter into a MOU in which Kids in Parks will be the lead agency and the City of Renton
will be the lead partner;and
Both partners herein desire to enter into a MOU setting forth the services to be provided by the collaborative.
Purpose
The mission of the Kids in Parks program is to work together with partners throughout the country to promote children's health and
the health of our parks by increasing physical activity and engaging families in outdoor adventures that foster a meaningful
connection to the natural and cultural world. Kids in Parks accomplishes its mission through the installation of TRACK Trails—a series
of networked hiking trails that provide brochure-led,self-guided adventures designed to turn an ordinary hike into a fun-filled
adventure.
The purpose of this Memorandum of Understanding is to outline the responsibilities each agency listed above will undertake
through this partnership.The partnering agencies listed above agree that the TRACK Trail—to be located within the City of Renton,
Washington—is a great partnership opportunity,connecting the Cedar River Trail with the Blue Ridge Parkway and other TRACK
Trail sites for years to come.
Roles and Responsibilities
Both partners, by way of this Memorandum of Understanding,agree to the following:
Kids in Parks will be responsible for:
-Designing and fabricating a trailhead sign
-Furnish design/build schematics and technical assistance for trailhead kiosk construction
-Development and production of a series of self-guided brochures
-Inclusion and maintenance of your site's TRACK Trail webpage on the Kids in Parks website
-Tracking and reviewing of data collected about your site's TRACK Trail(s)
-Providing annual data reports about use and users on your site's TRACK Trail(s)
-Distributing incentives to qualifying Trail TRACKers(kids who register)from your site's TRACK Trail(s)
-Providing assistance to write and apply for grants that further support trail efforts
-Promoting and marketing the TRACK Trail through our various media outlets
-Providing technical assistance and training to help integrate the program into existing on-site programming
-Providing assistance and consultation regarding the grand opening event
-Providing funds for the project as outlined in the attached budget document
City of Renton will be responsible for:
-Communicating all plans for the development of the TRACK Trail to Kids in Parks staff
-Scheduling planning meetings with Kids in Parks staff and park management during development
-Constructing and installing the TRACK Trail trailhead kiosk
-Maintai g the appearance of thet
railhead (landscaping,fixing vandalized materials,etc...)
Initials: BRPF-K'I'#.t Partner
•
-Maintaining the trail (landscaping,clearing dangerous debris,fixing dangerous situations,etc...)
-Restocking the trailhead kiosk with brochures as needed
-Promoting the TRACK Trail through various media outlets(website,enews,facebook,etc...)
-Providing photos,testimonials and other important information regarding the TRACK Trail to Kids in Parks
-Advising Kids in Parks as to any managerial issues regarding the trail(criminal activity,vandalism,etc...)
-Coordinating a grand opening celebration
-Purchasing additional brochures as needed(see attached budget document for pricing options)
-Maintaining communication with Kids in Parks staff for the duration of the collaboration
-Seeking ways to integrate the trail with community projects and activities
-Providing funds for the project as outlined in the attached budget
Timeline
The roles and responsibilities described above are agreed to through this MOU from signed date and continuing for a period of 3
years,at which time the MOU can be resigned, revised or terminated.The MOU may also be revised at any time during the three-
year period provided both parties agree to the revision(s) in writing.
Termination of Agreement
This Agreement may terminated by either party for any reason.Such termination shall be effective thirty(30)days after written
notice to the other party. Failure of one party to fulfill its responsibilities as outlined above may result in immediate termination.
Indemnification Clause
Because the trail is located on property that is not under the jurisdiction of,or under the direct maintenance by,the Blue Ridge
Parkway Foundation and its Kids in Parks program,the lead partner agrees to indemnify,hold harmless,and defend the Blue Ridge
Parkway Foundation,the Kids in Parks program,and their employees,board members and associates against any and all costs,fines,
claims,damages, losses,judgments,and expenses,including reasonable attorneys'fees,arising out of,or from,or in any way related
to the use of or access to a TRACK Trail in connection with this MOU,excepting any loss,cost,expense or damage arising directly
from the negligence or willful misconduct of the Blue Ridge Parkway Foundation or its Kids in Parks program.
Force Majeure
Neither party shall be in breach of its obligations under this agreement or incur any liability to the other Party for any losses or
damages of any nature whatsoever incurred or suffered by that other if and to the extent that it is prevented from carrying out
those obligations by,or such losses or damages are caused by,a Force Majeure Event except to the extent that the relevant breach
of its obligations would have occurred,or the relevant losses or damages would have arisen,even if the Force Majeure Event had
not occurred.
As soon as reasonably practicable following the date of commencement of a Force Majeure Event,and within a reasonable time
following the date of termination of a Force Majeure Event,any party invoking it shall submit to the other Party reasonable proof of
the nature of the Force Majeure Event and of its effect upon the performance of the Party's obligation under this Agreement.
Involved Parties
The Kids in Parks program is represented by:Carolyn Ward,CEO of the Blue Ridge Parkway Foundation;and Jason Urroz, Director of
Kids in Parks.
The City of Renton staff is represented by:Cailin Hunsaker, Parks and Golf Course Director;and Maryjane VanCleave, Recreation
Director.
Carolyn Ward KELLY BEY ER
CEO, Blue Rid• Parkway Foundation Administrator,ra-/ Community Services Department
Date ,7 Date J/.50//
Initials: BRPF-K Oft Partner
EXHIBIT B
Kids in Parks
410°
TRACK Trails
Startup Costs
This document represents the standard startup cost to"franchise" into the Kids in Parks TRACK Trails program. For the
prices listed below,your site will receive: a trailhead sign/kiosk with four brochure holders,four sets of self-guided
brochures (2,000 copies of each), a trail page on the Kids in Parks website, prizes disseminated to your trail's registrants,
and annual data reports regarding the use of your trail.
Materials/Deliverables Description Cost
Trailhead Sign/Kiosk
Trailhead Sign Design and fabrication (10 year warranty. High pressure laminate) 800.00
Trailhead Sign Shipping 150.00
Kiosk Various options-City of Renton will install 500.00
Kiosk Shipping 150.00
Partnership Plaque Metal plaque with trail partner logos 100.00
Brochure Holders 4 custom brochure holders 150.00
Brochure Holder Shipping 50.00
Total 1,900.00
Self-Guided Brochures
Brochure 1 2000 copies, 70-801b Book,tri-fold, legal size,4C/4C 500.00
Brochure 2 2000 copies, 70-801b Book,tri-fold, legal size,4C/4C 500.00
Brochure 3 2000 copies, 70-801b Book,tri-fold, legal size,4C/4C 500.00
Brochure 4 2000 copies, 70-801b Book,tri-fold, legal size,4C/4C 500.00
Brochure Shipping 200.00
Total 2,200.00
Site Integration
Website Integration Design and create trail page within Kids in Parks website 600.00
Trail Stickers Custom trail design (1,000) 300.00
Total 900.00
Other Funds
Annual Maintenance Fee Website maintenance, prize dissemination,data reports, etc. 400.00
Travel Site visits,grand opening, hotel(s) 400.00
Trail Blazes 10 Trail Blazes,shipping 100.00
Administrative/Operations 2,000.00
Total 2,900.00
Total Start Up Costs Trailhead kiosk, brochures,site integration,and other funds *7,900.00
*Some of the prices(kiosk construction,brochures,shipping fees,etc...)in this document can fluctuate based on several factors:kiosk(the partnering agencies ability
to construct and install the kiosk on their own),brochures(larger print runs for larger parks),and shipping fees(weight and distance items need to be shipped).Kids
in Parks is willing to work with agencies to find ways to help reduce installation cost on a case-by-case basis.Please contact us for more information.
Additional Services
In addition to our standard trail package,we offer other services that can add more value for visitors to your trail. Site
specific brochures and interpretive panels can help visitors have a more meaningful connection to your site,while trail
markers help with way finding.TRACK Packs are backpacks that are stuffed with gear(field guides, compass, binoculars,
magnifying lens and more) designed to enhance the visitor's experience along the trail. Our community integration kit
provides you and your community partners with 4 miniature kiosks and 10,000 generic brochure/rack cards that can be
placed in various locations (doctor offices, libraries,schools,etc)to advertise your site's TRACK Trail.
Additional Options
Prices vary depending upon level of research,number of custom illustrations,print run size,
Custom Brochure shipping,etc. ^2,500.00
Prices vary(as above).
Interpretive Panels Design,fabrication,base,shipping,etc. —3,000.00
Additional Markers @$7.50 each x 10+shipping
Trail Markers 100.00
Backpack stuffed with gear(binoculars,magnifying lens,field guides,etc)that visitors can
TRACK Packs check out 250.00
Community Integration Kit 4 miniature"community"kiosks and 10,000 generic brochures/rack cards 2,500.00