HomeMy WebLinkAbout18-145-TRN-001 ContractCONTRACT 18-145-TRN-001
Between
cag THE CITY OF ANACORTES
AND
WIDENER&ASSOCIATES
GUEMES CHANNEL TRAIL PHASE 1—COMPLIANCE REVIEWS
This Agreement, hereinafter referred to as"Agreement", made and entered into between the City
of Anacortes, hereinafter referred to as the "City", and Widener &Associates, hereinafter referred
to as the "Consultant";
WHEREAS, the City requires professional services of the Consultant to perform compliance
reviews of the Guemes Channel Trail Phase 1 project;
NOW, THEREFORE, in consideration of mutual benefits accruing, it is agreed by and between
the parties hereto as follows:
1. Scope of Work. Under this Agreement, the Consultant shall provide services necessary to
perform a HPA compliance review and report, and a shoreline compliance review and report, of
the Guemes Channel Trail Phase 1 project. Work is detailed in the attached Exhibit A, which is
hereby incorporated by reference and made a part hereof.
Work shall be performed under the direction of City's Project Manager, Mr. Matt Reynolds, who
may be reached at (360) 299-1951 or email mattr@cityofanacortes.org.
2. Price. The services provided under this Agreement shall be provided on a time-and-materials
basis not-to-exceed Twenty-Nine Thousand Six Hundred Eighty Dollars ($29,680.00).
Payment terms are set forth under Article 4 Payment Terms.
3. Period of Performance. The period of performance is from inception through December
31, 2018.
4. Payment Terms. Payment shall be on a time-and-materials basis not to exceed the Price
stated under Article 2, Price. Payments shall be made in accordance with attached Exhibit A,
which is hereby incorporated into this Agreement by reference. Other direct costs and
Subconsultant costs shall be invoiced at actual costs.
5. Subcontracts. The Consultant shall give notice reasonably in advance of placing any
subcontract; preferably the Consultant shall identify subcontracts before subcontracted work
begins. "Subcontract" means any contract entered into by a subcontractor to furnish supplies or
services for performance of the prime Consultant or a subcontractor. It includes, but is not
limited to, purchase orders, and changes and modifications to purchase orders.
The following information shall be included (i) a description of the supplies or services to be
subcontracted, (ii) identification of the type of subcontract to be used (iii) identification of the
proposed subcontractor, (iv) proposed subcontract price. Unless consent or approval specifically
provides otherwise, consent by the City shall not constitute a determination —
1) of the acceptability of any subcontract terms or conditions;
2) Of the allowability of any cost under this contract,; or
3) To relieve the Consultant of any responsibility for performing this Contract.
The Consultant shall give immediate written notice, reference Clause Notices, of any action or
suit filed and prompt notice of any claim made against the Consultant by any subcontractor or
vendor that, in the opinion of the Consultant, may result in litigation related in any way to this
contract, with respect to which the Consultant may be entitled to reimbursement from the City.
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6. Invoicing. All invoices shall include a cover page that states: Company Name, Invoice Date,
Due Date (30 days), Invoice Number, Invoice Period, Project Manager Name, AGREEMENT
Number, Agreement Price, amount requested per invoice and cumulative invoiced amount.
Invoices shall include actual hours worked by Period, by Labor Category.
The Consultant must invoice MONTHLY for quantities delivered during the invoice period, and no
more frequently than monthly, and allow 30 calendar days from receipt of the invoice for payment.
Invoices should be sent by US mail to City of Anacortes, Accounts Payable, PO Box 547, Anacortes,
WA 98221, or by email to accountspayable@cityofanacortes.orq
The City shall notify the Consultant within fifteen (15) calendar days from receipt of invoice if
there are any objections or disputes with the invoice. The Consultant shall then resubmit a new
invoice less the disputed amount and payment shall be made within 30 calendar days. Any
disputed amounts may be submitted under the Disputes clause contained herein.
7. Ownership and Use of Documents. All finished and unfinished documents and material
prepared by the Consultant with funds paid by the City pursuant to the terms of this Agreement
shall become the property of the City and shall be forwarded to the City upon its request.
Documents and materials shall include but not be limited to plans, specifications, reports,
electronic and non-electronic data, and other design documents prepared by the Consultant.
Pursuant to RCW 42.56.70, all information and documents produced under this Agreement may
be subject to public disclosure.
8. Defense and Indemnity Agreement. Consultant shall defend, indemnify and hold the City,
its officers, officials, employees and volunteers harmless from any and all claims, injuries
damages, losses or suits including attorney fees, arising out of or resulting from the alleged
negligent acts, errors or omissions of the Consultant in performance of this Agreement, except
for injuries and damages caused by the sole negligence of the City. Should a court of competent
jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of
liability for damages arising out of bodily injury to persons or damages to property caused by or
resulting from the concurrent negligence of the Consultant and the City, its officers, officials,
employees, and volunteers, the Consultant's liability, including the duty and cost to defend,
hereunder shall be only to the extent of the Consultant's negligence. It is further specifically and
expressly understood that the indemnification provided herein constitutes the Consultant's waiver
of immunity under Industrial Insurance, Title 51 RCW, solely for purposes of this indemnification.
This waiver has been mutually negotiated by the parties. The provisions of this section shall
survive the expiration or termination of this Agreement.
9. General and Professional Liability Insurance.
A. Insurance Term
The Consultant shall procure and maintain for the duration of the Agreement, insurance against
claims for injuries to persons or damage to property which may arise from or in connection with
the performance of the work hereunder by the Consultant, its agents, representatives, or
employees.
B. No Limitation
The Consultant's maintenance of insurance as required by this Agreement shall not be construed
to limit the liability of the Consultant to the coverage provided by such insurance, or otherwise
limit the City's recourse to any remedy available at law or in equity.
C. Minimum Scope of Insurance
Consultant shall obtain insurance of the types and coverages described below:
1. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles.
Coverage shall be as least as broad as Insurance Services Office (ISO) form CA 00 01.
2. Commercial General Liability insurance shall be at least as broad as ISO occurrences form CG
00 01 and shall cover liability arising from premises, operations, stop-gap independent
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contractors and personal injury and advertising injury. The City shall be named as an
additional insured under the Consultant's Commercial General Liability insurance policy with
respect to the work performed for the City using an additional insured endorsement at least as
broad as ISO CG 20 26.
3. Worker's Compensation coverage as required by the Industrial Insurance laws of the State of
Washington.
4. Professional Liability insurance appropriate to the Consultant's profession.
D. Minimum Amounts of Insurance
Consultant shall maintain the following insurance limits:
1. Automobile Liability insurance with a minimum combined single limit for bodily injury and
property damage of$1,000,000 per accident.
2. Commercial General Liability insurance shall be written with limits no less than $1,000,000
each occurrence and $2,000,000 general aggregate.
3. Professional Liability insurance shall be written with limits no less than $1,000,000 per claim
and $1,000,000 policy aggregate limit.
E. Other Insurance Provision
The Consultant's Automobile Liability and Commercial General Liability insurance policies are to
contain, or be endorsed to contain that they shall be primary insurance as respect the City. Any
insurance, self-insurance, or self-insured pool coverage maintained by the City shall be excess of
the Consultant's insurance and shall not contribute with it.
F.Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII.
G.Verification of Coverage
The Consultant shall furnish the City with original certificates and a copy of the amendatory
endorsements, including but not necessarily limited to the additional insured endorsement,
evidencing the insurance requirements of the Consultant before commencement of the work.
H. Notice of Cancellation
The Consultant shall provide the City with written notice of any policy cancellation within two
business days of their receipt of such notice.
I. Failure to Maintain Insurance
Failure on the part of the Consultant to maintain the insurance as required shall constitute a
material breach of contract, upon which the City may, after giving five business days notice to the
Consultant to correct the breach, immediately terminate the contract, or at its discretion, procure
or renew such insurance and pay any and all premiums in connection therewith, with sums so
expended to be repaid to the City on demand, or at the sole discretion of the City, offset against
funds due the Consultant from the City.
J. City Full Availability of Consultant Limits
If the Consultant maintains higher insurance limits than the minimums shown above, the City shall
be insured for the full available limits of Commercial General and Excess or Umbrella liability
maintained by the Consultant, irrespective of whether such limits maintained by the Consultant are
greater than those required by this Agreement or whether any certificate of insurance furnished to
the City evidences limits of liability lower than those maintained by the Consultant.
10. Registered or Licensed Consultant. The City is prohibited by RCW 39.06.010 from
executing an Agreement with a Consultant who is not registered or licensed as required by the
laws of the state. In addition, the City will require persons doing business with the City to
possess a business license.
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11. Inspection. The Project Manager shall have power to reject instruments of services which
fail to comply with the requirements of this Agreement, but in case of dispute the Consultant may
appeal to the City Attorney, whose decision shall be final. The Consultant shall comply with any
and all orders and instructions given by the representative of the particular Department
administering the Agreement in accordance with the terms of the Agreement. Nothing herein
contained shall be taken to relieve the Consultant of his/her obligations or responsibilities under
the Agreement. However, the Consultant shall be responsible for its own methods and conduct
during the period of performance.
12. Standard of Care. The Consultant represents that Consultant has the necessary knowledge,
skill, and experience to perform the Services required by this Agreement. Consultant and any
persons employed by Consultant shall use their best efforts to perform the Work in a professional
manner consistent with sound practices, in accordance with the usually and customary
professional care required for services of the type described in the Scope of Work herein. The
City's remedy shall be the re-performance of the Service or an equitable adjustment in the
monies paid for the Professional Services, at the City's discretion.
13. Discrimination Prohibited. During the performance of this Agreement, the Consultant and
subConsultants shall not discriminate in violation of any applicable federal, state and/or local law
or regulation on the basis of age, sex, race, creed, religion, color, national origin, marital status,
disability, honorably discharged veteran or military status, pregnancy, sexual orientation, gender
identity, or any other classification protected under federal, state, or local law. This provision
shall include but not be limited to the following: employment, upgrading, demotion, transfer,
recruitment, advertising, layoff or termination, rates of pay or other forms of compensation,
selection for training, and the provision of services under this Agreement. Consultant agrees to
comply with the applicable provisions of State and Federal Equal Employment Opportunity and
Nondiscrimination statutes and regulations.
14. Consultant is an Independent Consultant. The parties intend that an independent
Consultant relationship will be created by this Agreement. No agent, employee or representative
of the Consultant shall be deemed to be an agent, employee or representative of the City for any
purpose. Consultant shall be solely responsible for all acts of its agents, employees,
representatives and subcontractors during the performance of this Agreement.
15. The City's Right to Terminate Agreement.
A. Termination for Default
If the Consultant defaults by failing to perform any of the obligations of the Agreement or
becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency or
makes an assignment for the benefit of creditors, the City may, by depositing written notice to
the Consultant in the U.S. mail, postage prepaid, terminate the Agreement, and at the City's
option, obtain performance of the work elsewhere. If the Agreement is terminated for default,
the Consultant shall not be entitled to receive any further payments under the Agreement until all
work called for has been fully performed. Any extra cost or damage to the City resulting from
such default(s) shall be deducted from any money due or coming due to the Consultant. The
Consultant shall bear any extra expenses incurred by the City in completing the work, including
all increased costs for completing the work, and all damage sustained, or which may be sustained
by the City by reason of such default. If a notice of termination for default has been issued and it
is later determined for any reason that the Consultant was not in default, the rights and
obligations of the parties shall be the same as if the notice of termination had been issued
pursuant to the Termination for Public Convenience paragraph hereof.
B. Termination for Public Convenience
The City may terminate the Agreement in whole or in part whenever the City determines, in its
sole discretion that such termination is in the best interests of the City. Whenever the Agreement
is terminated in accordance with this paragraph, the Consultant shall be entitled to payment for
actual work performed at unit Agreement prices for completed items of work. An equitable
adjustment in the Agreement price for partially completed items of work will be made, but such
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adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted
work. Termination of this Agreement by the City at any time during the term, whether for default
or convenience, shall not constitute a breach of Agreement by the City.
16. Changes/Additional Work. The City may engage Consultant to perform services in
addition to those listed in this Agreement, and Consultant will be entitled to additional
compensation for authorized additional services or materials. The City shall not be liable for
additional compensation until and unless any and all additional work and compensation is
approved in advance in writing and signed by both parties to this Agreement. If conditions are
encountered which are not anticipated in the Scope of Services, the City understands that a
revision to the Scope of Services and fees may be required. Provided, however, that nothing in
this paragraph shall be interpreted to obligate the Consultant to render or the City to pay for
services rendered in excess of the Scope of Services unless or until a modification to this
Agreement is approved in writing by both parties.
17. Non-waiver. Waiver by the City of any provision of this Agreement or any time limitation
provided for in this Agreement shall not constitute a waiver of any other provision.
18. Non-assignable. The services to be provided by the Consultant shall not be assigned or
subcontracted without the express written consent of the City.
19. Covenant Against Contingent Fees. The Consultant warrants that he has not employed
or retained any company or person, other than a bona fide employee working solely for the
Consultant, to solicit or secure this Agreement, and that he has not paid or agreed to pay any
company or person, other than a bona fide employee working solely for the Consultant, any fee,
commission, percentage, brokerage fee, gifts, or any other consideration contingent upon or
resulting from the award of making of this Agreement. For breach or violation of this warranty,
the City shall have the right to annul this Agreement without liability or, in its discretion to deduct
from the Agreement price or consideration, or otherwise recover, the full amount of such fee,
commission, percentage, brokerage fee, gift, or contingent fee.
20. Disputes
A. General
Differences between the Consultant and the City, arising under and by virtue of this Agreement
shall be brought to the attention of the City at the earliest possible time in order that such
matters may be settled or other appropriate action promptly taken. The provisions of this Clause
shall survive the expiration or termination of this Agreement.
B. Notice of Potential Claims
The Consultant shall not be entitled to additional compensation which otherwise may be payable,
or to extension of time for (1) any act or failure to act by the Contracting Agent or the City, or
2) the happening of any event or occurrence, unless the Consultant has given the City a written
Notice of Potential Claim within 10 days of the commencement of the act, failure, or event giving
rise to the claim, and before final payment by the City. The written Notice of Potential Claim shall
set forth the reasons for which the Consultant believes additional compensation or extension of
time is due, the nature of the cost involved, and insofar as possible, the amount of the potential
claim. Consultant shall keep full and complete daily records of the Work performed, labor and all
costs and additional time claimed to be additional.
C. Detailed Claim
The Consultant shall not be entitled to claim any such additional compensation, or extension of
time, unless within 30 days of the accomplishment of the portion of the work from which the
claim arose, and before final payment by the City, the Consultant has given the City a detailed
written statement of each element of cost or other compensation requested and of all elements
of additional time required, and copies of any supporting documents evidencing the amount or
the extension of time claimed to be due.
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D. Dispute Resolution
In the event of a dispute between the City and the Consultant arising of this Agreement, or any
obligation hereunder the dispute shall first be referred to the representatives designated by the
City and the Consultant to have oversight over the administration of this Agreement. Said
representatives shall meet within thirty (30) calendar days of receipt of detailed claim, and the
parties shall make a good faith effort to achieve a resolution of the dispute.
In the event the parties are unable to resolve the dispute under the procedure set forth above,
then the parties hereby agree that the matter shall be referred to mediation. The parties shall
mutually agree upon a mediator to assist them in resolving their differences. Any expenses
incidental to mediation shall be borne equally by the parties.
If either party is dissatisfied with the outcome of the mediation, that party may then pursue any
available judicial remedies.
21. Force Maieure. Definition: Except for payment of sums due, neither party shall be liable to
the other or deemed in default under this Agreement if and to the extent that such parry's
performance of this Agreement is prevented by reason of force majeure. The term "force
majeure" means an occurrence that is beyond the control of the party affected and could not
have been avoided by exercising reasonable diligence. Force majeure shall include acts of God,
war, riots, strikes, fire, floods, epidemics, or other similar occurrences. Notification: If either party
is delayed by force majeure, said party shall provide written notification within forty-eight (48)
hours. The notification shall provide evidence of the force majeure to the satisfaction of the other
party. Such delay shall cease as soon as practicable and written notification of same shall be
provided. The time of completion shall be extended by Agreement modification for a period of
time equal to the time that the results or effects of such delay prevented the delayed party from
performing in accordance with this Agreement. Rights Reserved: The City reserves the right to
cancel the Agreement and/or purchase materials, equipment or services from the best available
source during the time of force majeure, and Consultant shall have no recourse against the City.
22. Compliance with Laws. The Consultant in the performance of this Agreement shall comply
with all applicable Federal, State or local laws and ordinances, including regulations for licensing,
certification and operation of facilities, programs and accreditation, and licensing of individuals,
and any other standards or criteria as described in the Agreement to assure quality of services.
The Consultant specifically agrees to pay any applicable business and occupation (B&O) taxes,
which may be due on account of this Agreement.
24. Severability. If any term or condition of this Agreement or the application thereof to any
person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions
or applications which can be given effect without the invalid term, condition or application. To
this end, the terms and conditions of this Agreement are declared severable.
25. Survival of Contract Termination. The provisions of the following paragraphs, and the
liability of the Consultant for default during the term of the Contract shall survive,
notwithstanding the termination or invalidity of this Contract for any reason: Ownership and Use
of Documents; Taxes; Warranty; The City's Right to Terminate Contract; Venue and Choice of
Law; Defense &Indemnity Agreement; Disputes.
26. Venue and Choice of Law. This Agreement shall be governed by and construed under the
laws of the State of Washington. Any action brought under the Agreement or relating to the
Project shall be brought in the Superior Court of the State of Washington in Skagit County
Washington.
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27. Notices. Notices to the City of Anacortes shall be sent to the following address:
City of Anacortes
Attention: Tiffany Matson
Contract Specialist
matsont@cityofanacortes.org
904 6th Street
PO BOX 547
Anacortes, WA 98221
Notices to the Consultant shall be sent to the following address:
Widener &Associates (DGK Inc.)
Attention: Ross Widener
1902 120th PI. S.E. STE 202
Everett, WA 98208
Receipt of any notice shall be deemed effective three days after deposit of written notice in the
U.S. mails, with proper postage and properly addressed.
The parties acknowledge that there has been an opportunity to negotiate the terms and
conditions of this Agreement and agree to be bound accordingly;
CITY OF ANACORTES WIDENER&ASSOCIATES
By By
Laurie Gere, Mayor
Print Name
Date
Title
Date
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CFO
9/19/2018
Jeanette C Widener
9/19/2018
COA CONTRACT 18-0145-TRN-001
EXHIBIT A
Widener & Associates Transportation & Environmental Planning
1902120'Place SE Ste 202 Everett, WA 98208 Tel(425)332-3961
Scope of Work
Guemes Channel Trail Phase 1
This scope of work provides for following services.
1. HPA Compliance Review& Report
The consultant will complete a thorough review of the project as built conditions along with several
small landslides.
The consultant will also review the construction records and documentation to determine the level
of compliance with the HPA.
The consultant will document the as built conditions of the project along with maintenance activities
and landslide clean up and make a list of final recommendations on continued maintenance and
corrective actions moving forward.
The draft report will be coordinated with WDFW and any final recommendation from them will be
included in the final report.
Deliverables:
Draft Report
Final Report
2. Shoreline Compliance Review & Report
The consultant will use the review and documentation completed for the HPA review determine the
level of compliance with the Shorelines permit.
The consultant will document the as built condition of the project along maintenance activities and
landslide clean up and make a list of final recommendation on continued maintenance and corrective
actions moving forward.
The draft report will be coordinated with the planning department and any final recommendations
from them will be included in the final report.
This will report will also incorporated the Department of Ecology recommendations made based on
a field trip in November of 2017.
Deliverables:
Draft Report
Final Report
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Exhibit
Project Name:Guemes Channel Trail Phase 1
Client: City of Anacortes-Matt Reynolds
Location: City of Anacortes Date: 5/4/2018
Tasks Project Manager Project Biologist
Hours Cost Hours Cost
Post Construction Support
HPA Compliance Review 40 $6,160.00 120 $10,416.00 $ 16,576.00
Shoreline Compliance Review 40 $6,160.00 80 $6,944.00 $ 13,104.00
Total Hours 80 200
Summary Hours Rate Cost
Project Manager 80 154.00 12,320.00
Project Biologist 200 86.80 17,360.00
Total Labor $ 29,680.00
TOTAL ESTIMATED COST 29,680.00
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