HomeMy WebLinkAbout23-092-PRK-002 Interlocal Agreement (2)
INTERAGENCY AGREEMENT
DEPARTMENT OF NATURAL RESOURCES (DNR)
NO. 93-104125
PI: 39M
Funding Source: State
Grant Funded: Yes No
This Agreement is made and entered into between the Washington State Department of Natural
Resources, hereinafter referred to as DNR, and the below named firm, hereinafter referred to as
City of Anacortes.
DNR and City of Anacortes enter into this agreement under Chapter 39.34, Interlocal
Cooperation Act.
City of Anacortes
Po Box 547
City of Anacortes WA 98221
Phone: 360-293-1918
FAX: 360-293-1928
Email: jonnl@cityofanacortes.org
IT IS MUTUALLY AGREED THAT:
1.0 Purpose. The purpose of this Agreement is to provide for DNR to provide funds and in-
kind assistance for feasibility, engineering and design for the removal and replacement of the
former railroad trestle that supports the Tommy Thompson trail. The funds are provided to help
fulfill a match requirement for the Estuary and Salmon Habitat grant, #20-1605, that City of
Anacortes received in 2021.
Agreement No. 93-104125 1 of 11
Form update date: 22.08.15
2.0 Scope of Work. The City of Anacortes shall furnish the necessary personnel, equipment,
material and/or services and otherwise do all things necessary for or incidental to performing work
set forth in the Exhibit A Scope of Work.
3.0 Period of Performance. The period of performance under this contract will be from the
date of execution through June 30, 2023.
4.0 Payment. The parties estimate that the cost of accomplishing the work will not exceed
Ten Thousand Dollars ($10,000). Pay for services shall be based on the rates and terms described
in Exhibit B Budget.
5.0 Billing Procedures. City of Anacortes shall submit invoices quarterly. Payment for
approved goods and/or services will be made by check, warrant or account transfer within 30 days
of receipt of the invoice. Upon expiration of the Agreement, invoices shall be paid, if received
within 30 days after the expiration date. However, invoices for all work done within a fiscal year
must be submitted within 30 days after the end of the fiscal year.
Each invoice submitted to DNR shall include information needed by DNR to determine the exact
nature of all expenditures and completed work. At a minimum, each invoice shall specify the
following:
A. Agreement number 93-104125.
B. Copy of subcontractor invoices that billing is based on.
C. The total amount of taxes (if any).
D. Any other relevant information.
E. The total invoice charge.
6.0 Records Maintenance. The City of Anacortes shall maintain books, records, documents
and other evidence, to sufficiently document all direct and indirect costs incurred by the City of
Anacortes in providing the services. These records shall be available for inspection, review, or
audit by personnel of DNR, other personnel authorized by DNR, the Office of the State Auditor,
and federal officials as authorized by law. The City of Anacortes shall keep all books, records,
documents, and other material relevant to this Agreement for six years after agreement expiration.
The Office of the State Auditor, federal auditors, and any persons authorized by the parties shall
have full access to and the right to examine any of these materials during this period.
Records and other documents in any medium furnished by one party to this agreement to the other
party, will remain the property of the furnishing party, unless otherwise agreed. The receiving
party will not disclose this material to any third parties without first notifying the furnishing party
and giving it a reasonable opportunity to respond. Each party will use reasonable security
procedures and protections to assure that records and documents provided by the other party are
not erroneously disclosed to third parties.
7.0 Rights to Data. Unless otherwise agreed, data originating from this Agreement shall be
defined by as defined by Title 17 U.S.C., Section 101 and shall be owned by
both parties equally. Data shall include, but not be limited to, reports, documents, pamphlets,
advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound
reproductions. Ownership includes the right to use, copyright, patent, register and the ability to
transfer these rights.
Agreement No. 93-104125 2 of 11
Form update date: 22.08.15
8.0 Independent Capacity. The employees or agents of each party who are engaged in
performing this Agreement shall continue to be employees or agents of that party and shall not be
considered for any purpose to be employees or agents of the other party.
9.0 Amendments. This Agreement may be amended by mutual agreement of the parties.
Amendments shall be in writing and signed by personnel authorized to bind each of the parties.
10.0 Termination for Convenience. Either party may terminate this Agreement upon 30
prior written notice to the other party. If this Agreement is terminated, the parties
shall be liable only for performance rendered or costs incurred in accordance with the terms of this
Agreement prior to the effective date of termination.
11.0 Termination for Cause. If for any cause either party does not fulfill in a timely and proper
manner its obligations under this Agreement, or if either party violates any of the terms and
conditions, the aggrieved party will give the other party written notice of the failure or violation.
The aggrieved party will give the other party 15 working days to correct the violation or failure.
If the failure or violation is not corrected within 15 days, the aggrieved party may immediately
terminate this Agreement by notifying the other party in writing.
12.0 Disputes. If a dispute arises, each party will make a good faith effort to resolve issues at
the lowest possible level in their respective agencies. If they cannot resolve an issue, they will
elevate the issue within their respective chains of command to resolve it.
In the event that a dispute arises under this Agreement, it shall be determined by a Dispute Board
in the following manner: Each party to this Agreement shall appoint one member to the Dispute
Board. The members so appointed shall jointly appoint an additional member to the Dispute
Board. The Dispute Board shall evaluate the facts, Agreement terms, applicable statutes and rules,
and make a determination of the dispute. The determination of the Dispute Board shall be final
and binding on both parties. The cost of resolution will be borne as allocated by the Dispute Board.
Alternatively, the parties may pursue a third party dispute resolution as the parties mutually agree
to in writing.
13.0 Governance. This contract is entered into by the authority granted by the laws of the State
of Washington and any applicable federal laws. The provisions of this agreement shall be
construed to conform to those laws.
If there is an inconsistency in the terms of this Agreement, or between its terms and any applicable
statute or rule, the inconsistency shall be resolved by giving precedence in the following order:
(1) Applicable federal statutes and rules;
(2) State of Washington statutes and regulations
(3) Scope of Work; and
(4) Any other provisions of the agreement, including materials incorporated by
reference.
14.0 Assignment. The work to be provided under this Agreement and any claim arising from
this Agreement cannot be assigned or delegated in whole or in part by either party, without the
Agreement No. 93-104125 3 of 11
Form update date: 22.08.15
express prior written consent of the other party. Neither party shall unreasonably withhold
consent.
15.0 Waiver. A party that fails to exercise its rights under this agreement is not precluded from
ough a written
amendment to this agreement.
16.0 Harassment. Per RCW 43.01.135, Sexual harassment in the workplace, Agency
Contractors hereby have access to DNR Policy PO01-052 Sexual Harassment:
https://www.dnr.wa.gov/publications/em_harassment_prevention_policy.pdf
17.0 Severability. The provisions of this agreement are severable. If any provision of this
Agreement or any provision of any document incorporated by reference should be held invalid,
the other provisions of this Agreement without the invalid provision remain valid.
18.0 Responsibilities of the Parties/Indemnification. To the fullest extent permitted by law,
the City of Anacortes shall indemnify, defend (with counsel acceptable to DNR), and hold harmless
DNR, its officials, agents, and employees, from and against all claims arising out of or resulting
from the perf
attributable for bodily injury, sickness, disease or death, or injury to or destruction of tangible
property including loss of use resulting therefrom. The City of Anacortess obligation to
indemnify, defend, and hold harmless includes any claim by employees,
representatives, any subcontractor or its employees, or any third party.
However, the City of Anacortes shall not indemnify, defend, or hold harmless DNR, its officials,
agents, and employees for claims caused by or resulting from the sole negligence of DNR, its
officials, agents, and employees and in the event of concurrent negligence by (1) the City of
Anacortes, its agents, employees, representatives, any subcontractor or its employees, or any third
party and (2) DNR, its officials, agents, and employees, then the City of Anacortes obligation to
indemnify, defend, and hold harmless DNR, its officials, agents, and employees shall be valid and
enforceable only to the extent of the City of Anacortes, its agents, employees, representatives, any
The City of Anacortes waives its immunity under Title 51 RCW to the extent it is required to
indemnify, defend and hold harmless DNR and its officials, agents or employees.
19.0 Insurance.
Before using any of said rights granted herein and its own expense, the City of Anacortes shall
purchase and maintain, or require its agent(s)/subcontractor to purchase and maintain, the
insurance described below for the entire duration of this Agreement. Failure to purchase and
maintain the required insurance may result in the termination of
All insurance provided in compliance with this Agreement shall be primary as to any other
insurance or self-insurance programs afforded to, or maintained by, the State of Washington,
Department of Natural Resources.
Agreement No. 93-104125 4 of 11
Form update date: 22.08.15
The City of Anacortes shall provide DNR with certificates of insurance, executed by a duly
authorized representative of each insurer, showing compliance with the insurance requirements
specified in this Agreement before using any of said rights granted herein. The description section
of the certificate shall contain the Contract Number and the name of the DNR Project Manager.
The City of Anacortes shall also provide renewal certificates as appropriate during the term of this
Agreement.
The City of Anacortes shall include all subcontractors and agents as insured under all required
insurance policies or shall provide separate certificates of insurance for each subcontractor or
agent. Failure of the City of Anacortes to have its subcontractors and agents comply with the
insurance requirements contained herein does not limit the City of Anacortes
responsibility.
INSURANCE TYPES & LIMITS: The limits of insurance, which may be increased by State, as
deemed necessary, shall not be less than as follows:
Commercial General Liability (CGL) Insurance: The City of Anacortes shall purchase and
maintain commercial general liability insurance with a limit of not less than $1,000,000 per each
occurrence. If such CGL insurance contains aggregate limits, the general aggregate limits shall be
at least twice the "each occurrence" limit, and the products-completed operations aggregate limit
shall be at least twice the "each occurrence" limit. All insurance must cover liability arising out
of premises, operations, independent contractors, products completed operations, personal injury
and advertising injury, and liability assumed under an insured contract (including the tort liability
of another party assumed in a business contract) and contain separation of insured (cross-liability)
condition.
Employer's liability ("Stop Gap") Insurance: The City of Anacortes shall purchase and maintain
and if necessary, commercial umbrella liability insurance with limits
not less than $1,000,000 each accident for bodily injury by accident and $1,000,000 each employee
for bodily injury by disease.
Business Auto Policy (BAP) Insurance: The City of Anacortes shall purchase and maintain
business auto insurance and if necessary, commercial umbrella liability insurance with a limit of
not less than $1,000,000 per accident, with such insurance covering liability arising out of "Any
The City of Anacortes waives all rights of subrogation against State
for the recovery of damages to the extent they are covered by business auto liability or commercial
umbrella liability insurance.
Industrial Insurance (Workers Compensation): The City of Anacortes shall comply with Title 51
RCW by maintaining workers compensation insurance for its employees. The City of Anacortes
waives all rights of subrogation against State for recovery of damages to the extent they are covered
by Industrial Insurance, The
City of Anacortes waives its Title 51 RCW immunity to the extent it is required by its indemnity
obligation under this Agreement.
ADDITIONAL PROVISIONS:
Agreement No. 93-104125 5 of 11
Form update date: 22.08.15
Cancellation: DNR shall be provided written notice before cancellation or non-renewal of any
insurance referred to therein, in accord with the following specifications.
1. Insurers subject to Chapter 48.18 RCW (Admitted and Regulated by the Insurance
Commissioner): The insurer shall give the State 45 days advance notice of cancellation or
nonrenewal. If cancellation is due to non-payment of premium, the State shall be given 10
days advance notice of cancellation.
2. Insurers subject to Chapter 48.15 RCW (Surplus Lines): The State shall be given 20 days
advance notice of cancellation. If cancellation is due to non-payment of premium, the State
shall be given 10 days advance notice of cancellation.
Insurance Carrier Rating: All insurance shall be issued by companies admitted to do business in
the State of Washington and have a rating of A-, Class VII, or better. Any exception must be
reviewed and approved by the DNR Risk Manager or the DNR Contracts Manager, in the Risk
in the State of Washington, all
insurance policies and procedures for issuing the insurance policies must comply with Chapters
48.15 RCW and 284-15 WAC.
Self-Insurance: If the City of Anacortes is self-insured or a member of risk pool insurance,
evidence of its status shall be provided to State. The evidence, including but not limited to a letter
of coverage, should demonstrate that the City of Anacortes
insurance coverage of this Agreement to the satisfaction of State including the description of the
funding mechanism and its financial condition. If the funding mechanism or financial condition
of the insurance program of the City of Anacortes is inadequate, then State may require the
purchase of additional commercial insurance to comply with this Agreement.
Waiver: The City of Anacortes waives all rights of subrogation against State for recovery of
damages to the extent these damages are covered by general liability, excess, or umbrella insurance
maintained pursuant to this Agreement.
20.0 Complete Agreement in Writing. This Agreement contains all the terms and conditions
agreed upon by the parties. No other understanding, oral or otherwise, regarding the subject matter
of this Agreement shall be deemed to exist or to bind any of the parties.
Agreement No. 93-104125 6 of 11
Form update date: 22.08.15
21.0 Contract Management.
CONTRACTOR Contract Manager Information DNR Contract Manager Information
Tiffany Matson Birdie Davenport
City of Anacortes Department of Natural Resources
PO Box 547 PO BOX 47027
Anacortes, WA 98221 Olympia, WA 98504
Phone : 360-293-1971 Phone: 360-915-4005
Email address: contracts@cityofanacortes.org Fax: N/A
Email address: roberta.davenport@dnr.wa.gov
CONTRACTOR Project Manager Information DNR Project Manager Information
Jonn Lunsford Birdie Davenport
City of Anacortes Department of Natural Resources
PO Box 547 PO BOX 47027
Anacortes, WA 98221 Olympia, WA 98504
Phone : 360-293-1918 Phone: 360-915-4005
Fax: 360-293-1928 Fax: N/A
Email address: jonnl@cityofanacortes.org Email address: roberta.davenport@dnr.wa.gov
22.0 Subcontracts. Subcontractor means not in the employment of the Agency, who is
performing all or part of the activities related to this Agreement under a separate contract with the
Agency responsible for the scope of work as identified within. If utilizing subcontractors to
perform the scope of work, the Agency is required to obtain subcontractors in compliance with
RCW 39.26. Agency must provide both proof of competitive solicitation and that the solicitation
was posted in WEBS, sole source filing and DES approval, or a documented exemption per DES
policy, whichever the case may be.
Agreement No. 93-104125 7 of 11
Form update date: 22.08.15
By signature below, the Parties certify that the individuals listed in this document, as
representatives of the Parties, are authorized to act in their respective areas for matters related to
this instrument.
IN WITNESS WHEREOF, the Parties have executed this Agreement.
STATE OF WASHINGTON
CITY OF ANACORTES DEPARTMENT OF NATURAL
RESOURCES
Signature Date Signature Date
Matt Miller Tom Gorman
Name Name
Mayor, City of Anacortes Aquatic Resources Division Manager
Title Title
PO Box 547 PO BOX 47027
City of Anacortes, WA 98221 Olympia, WA 98504
Address Address
360-299-1900 360-902-1100
Telephone Telephone
Agreement No. 93-104125 8 of 11
Form update date: 22.08.15
E XHIBIT A
SCOPE OF WORK
The City of Anacortes and DNR have agreed to work cooperatively to develop feasibility, design and
engineering plans the former railroad trestle in Fidalgo Bay, now serving as a regional trail.
Background:
The City of Anacortes owns a railroad right of way that includes a railroad trestle that terminates at the
eastern shoreline of Fidalgo Bay. The Tommy Thompson Trail is a popular multiple use trail that starts at
the Port of Anacortes, borders the waterfront and across Fidalgo Bay, ending at Marches Point. The
portion of the trail that bisects Fidalgo Bay is built on a causeway and trestle that follows a railroad right
of way owned by the City of Anacortes. The well-used trail provides a scenic view of the bay. The trestle
porand supported by existing creosote pilings. The causeway section is on fill
generally 100 wide.
The citizens of the City of Anacortes and surrounding communities are devoted to the trail and have
personally invested funds to repair and maintain it, and must be an integral part of any plan for
replacement. The City of Anacortes is working to extend the trail to the west and has existing
commitments and priorities for funding trail construction.
DNR has designated 780 acres of state-owned aquatic land within Fidalgo Bay as an Aquatic Reserve.
The reserve protects herring spawning habitat, as well as surf smelt spawning habitat (an important forage
fish for salmon and other species.) The reserve program has sponsored several restoration projects to
restore spawning substrate to Fidalgo Bay beaches, led debris cleanup work parties, and worked
cooperatively with partners on monitoring forage fish and nearshore environments. Native shellfish
restoration is also underway near the trestle. The railroad trestle and causeway bisects the reserve, and the
elevated trail is a prominent feature at the site which provides valued public access. The trestle also
contains hazardous materials that should be removed / isolated from the aquatic environment of the
reserve. DNR has an aquatic restoration program that works in conjunction with the aquatic reserve
program on major restoration projects such as this one, and will assist with design development. The
Samish Tribe has completed feasibility studies on the trestle which could help inform this project as well.
The City of Anacortes received a grant from the Estuary and Salmon Restoration Program for $205,000,
however the anticipated match funds required by this grant is not currently available, so the City of
Anacortes and other partners are contributing available resources to provide the required 30% match.
Proposed Work:
The City of Anacortes will contract with an environmental engineering firm for the grant work. The
objective for the contractor is to complete any needed feasibility work and develop conceptual designs,
followed by 30% engineering designs for removing and replacing the Fidalgo Bay/Tommy Thompson
Trail trestle and a portion of the causeway. DNR will provide up $3,000 of in-kind match in the form of
DNR staff providing professional restoration work on the project, which may consist of assisting with
Request for Proposals/Qualifications preparation and review, contractor selection, contract scope of work
Agreement No. 93-104125 9 of 11
Form update date: 22.08.15
and public outreach, including meetings and presentations. This is in addition to the $10,000 cash match
provided by DNR under this IAA.
Deliverables:
Reports, concept and engineering designs from the Ciselected contractor, shall be
provided to DNR at the time of final billing or June 30, 2023, whichever is earlier. Regular email or
phone communication, will occur at least monthly, between the City of Anacortes and DNR project
managers on project progress.
Agreement No. 93-104125 10 of 11
Form update date: 22.08.15
E XHIBIT B
BUDGET
Budget and Schedule:
DNR will provide:
$10,000 cash match funds for the project. Work must be completed and billed by June 30, 2023.
Up to $3,000 in DNR in-kind (donated) staff time. Hours will be tracked with a project code and
a database report provided to the City of Anacortes with the recorded hours, along with
documentation of the work completed.
The engineering contract between a contractor and the City of Anacortes is expected to commence by -
early 2023 and will still be underway when the DNR match funds are expended.
Agreement No. 93-104125 11 of 11
Form update date: 22.08.15