HomeMy WebLinkAbout09-09-19 Council Workshop
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CALL TO ORDER
Mayor Barb Tolbert
PLEDGE OF ALLEGIANCE
ROLL CALL
Mayor Barb Tolbert – Wendy
APPROVAL OF THE AGENDA
Mayor Pro Tem Marilyn Oertle
INTRODUCTION OF SPECIAL GUESTS AND PRESENTATIONS
PROCLAMATIONS
WORKSHOP ITEMS – NO FINAL ACTION WILL BE TAKEN
1. Interagency Agreement with Western Washington University (WWU) ATTACHMENT A
for downtown corridor plan
Staff Presentation: Sarah Lopez
Council Liaison: Mayor Pro Tem Marilyn Oertle
2. Interlocal Fee Agreement with Northwest Innovation Resource ATTACHMENT B
Center (NWIRC)
Staff Presentation: Sarah Lopez
Council Liaison: Mayor Pro Tem Marilyn Oertle
3. Contract with Process Solutions, Inc. for on-call Supervisory Control ATTACHMENT C
and Data Acquisition (SCADA) system maintenance services
Staff Presentation: Jim Kelly
Council Liaison: Josh Roundy
4. Full-time position request for public works inspector ATTACHMENT D
Staff Presentation: Jim Kelly
Council Liaison: Mayor Pro Tem Marilyn Oertle
5. Recycling contract with Blue Marble Environmental ATTACHMENT E
Staff Presentation: Jim Kelly
Council Liaison: Josh Roundy
Arlington City Council Workshop
Monday, September 9, 2019 at 7:00 pm
City Council Chambers – 110 E Third Street
SPECIAL ACCOMMODATIONS: The City of Arlington strives to provide accessible meetings for people with disabilities. Please contact the
ADA coordinator at (360) 403-3441 or 711 (TDD only) prior to the meeting date if special accommodations are required.
6. Contract for cemetery landscape maintenance ATTACHMENT F
Staff Presentation: Jim Kelly
Council Liaison: Josh Roundy
7. Miscellaneous council items
ADMINISTRATOR & STAFF REPORTS
PUBLIC COMMENT
For members of the public who wish to speak to the Council. Please limit your remarks to three minutes.
COUNCILMEMBER REPORTS
REVIEW OF CONSENT AGENDA ITEMS FOR NEXT MEETING
EXECUTIVE SESSION
RECONVENE
ADJOURNMENT
Mayor Barb Tolbert
City of Arlington Council Agenda Bill Item: WS #1 Attachment A
retaining the character of the area, identifying improvements, capitalizing on the Centennial Trail,
An Equal Opportunity University
Sustainable Communities Partnership Interagency Agreement
Page 1 of 8 Sustainable Communities Partnership Agreement 6785
Contract ID #: 6785
Contract Type: Inter Agency
WWU Responsible Department: Office of Sustainability
This contract is entered between WESTERN WASHINGTON UNIVERSITY, 516 High St., Bellingham, WA
98225, hereinafter referred to as “WWU SCP”, and CITY OF ARLINGTON, 238 N Olympic Avenue,
Arlington, WA, 98223, hereinafter referred to as “City of Arlington”.
The parties entering this agreement acknowledge that there are numerous pending projects in City of
Arlington, the completion of which would result in sustainable ecological, economic and social benefits;
and WWU SCP works with one or more communities each academic year, arranging to use the
resources of WWU to undertake projects of benefit to said communities; and City of Arlington wishes to
contract with WWU to be SCP's partner city for the academic year beginning September 25, 2019.
The parties hereto agree as follows:
1. Purpose:
The purpose of this Agreement is to establish the scope of work that WWU' s SCP will perform
for City of Arlington, as well as the terms and conditions of the relationship between the Parties.
2. Service:
WWU SCP agrees to provide those services and products set forth in attached Exhibit "A," Scope
of Work and Budget, incorporated herein by reference. City of Arlington agrees to provide the
staff collaboration and background data set forth in Exhibit "A."
3. Contract Term:
This Agreement shall become effective on the date upon which it has been executed by both
Parties. The Agreement shall remain in effect until 07/31/2020.
4. Administration and Management:
A. The Parties are not creating any new or separate organization or entity to administer
the provisions of this agreement. WWU shall administer the planning and
implementation of the Scope of Work.
B. City of Arlington's Community Revitalization Project Manager shall have primary
responsibility for administering and approving services to be performed by WWU, and
shall coordinate all communications between WWU and City of Arlington.
C. WWU's SCP Program Coordinator shall have primary responsibility for administering
and approving services to be performed by WWU, and shall coordinate all
communications between WWU and City of Arlington.
5. Invoice and Payment Procedures:
Page 2 of 8 Sustainable Communities Partnership Agreement 6785
A. City of Arlington shall reimburse WWU for incurred project expenses and program
overhead expenses, as specified in attached Exhibit "A."
B. On three dates (02/15/2020, 04/30/2020 and 07/31/2020), WWU shall submit to City of
Arlington an invoice for work performed in the period prior to said date. City of
Arlington shall initiate authorization for payment after receipt of said invoice and shall
make payment to WWU within 45 days of initial receipt.
6. Property:
A. Real: No real property shall be acquired or held under this Agreement.
B. Intellectual: Any and all reports, electronic databases and datasets, plans, drawings,
videos, photographs, or other creation of the mind created by WWU SCP pursuant to
completion of the Scope of Work shall be shared jointly among the Parties and may be
used by City of Arlington and WWU for any purpose. WWU retains intellectual property
rights in documents and intangible property created by WWU prior to engagement with
City of Arlington.
7. Modification and Termination:
A. Modification. Any change, addition or other modification to this Agreement shall not be
valid or binding upon any party hereto unless such change, addition or modification is in
writing and executed by an authorized representative of the Parties hereto.
B. Termination. Termination of this Agreement may be initiated by either party hereto
with or without cause. Such termination shall be memorialized by written agreement of
all Parties hereto, which shall be executed by an authorized representative of each
party. In the event of termination, City of Arlington shall reimburse WWU pursuant to
the terms of paragraph 5 B.
8. Adjustment of Budget and Scope of Work:
A. Paragraph (4) of Exhibit "A" governs instances in which either party seeks to delete one
or more specific projects from the Scope of Work.
B. In the event that WWU initiates termination of the Agreement, City of Arlington shall
reimburse WWU for only the cost of completed projects (i.e., projects for which
deliverables have already been received by City of Arlington) and for the cost of
program overhead incurred as of the date of termination.
C. In the event that City of Arlington initiates termination of the Agreement, WWU will
complete projects that are underway and City of Arlington shall reimburse WWU the
actual costs incurred for said projects. WWU will not commence projects not yet
underway (i.e., projects with scheduled start dates that fall after the date of termination
of the Agreement) and will not invoice City of Arlington for said projects. WWU will
make its best effort (consistent with union contracts and labor laws) to minimize
program overhead costs incurred after the date of termination of the Agreement, and
City of Arlington shall reimburse WWU for program overhead costs that are unavoidably
incurred by WWU.
9. Legal Relations and Indemnification:
The Parties agree to the following distribution and allocation of legal responsibility and
indemnification:
Formatted: Not Highlight
Page 3 of 8 Sustainable Communities Partnership Agreement 6785
A. Neither party to this Agreement will be considered the agent of the other nor does
either party assume any responsibility to the other party for the consequences of any
act or omission of any person or entity not a party to this Agreement.
B. The Parties shall separately maintain their own liability and casualty insurance policies
as they, in their sole discretion, deem appropriate. The Parties further agree that no
indemnification shall be provided for, except as specifically set forth below, and that the
respective liability of the Parties to each other and to third persons shall be deemed in
accordance with the laws of the State of Washington.
C. WWU will protect, defend, indemnify, and hold harmless City of Arlington, its officers,
employees, volunteers or agents from any and all costs, claims, judgments or awards of
damages arising out of, or in any way resulting from, the acts or omissions of WWU, its
officers, employees or agents. City of Arlington will protect, defend, indemnify, and hold
harmless WWU, its officers, employees or agents from any and all costs, claims,
judgments or awards of damages arising out of, or in any way resulting from, the acts or
omissions of City of Arlington, its officers, employees volunteers or agents. In the event
of concurrent liability, the parties shall have the right of contribution in proportion to
the respective liability of each party. Nothing contained in this section shall be deemed
to waive immunities established pursuant to state statutes or to create third party
rights or immunities.
D. Notwithstanding the provisions set forth above, City of Arlington understands and
supports the project's academic and experiential learning benefits for WWU students.
City of Arlington acknowledges that many aspects of the project will be completed by
WWU students under the supervision of WWU faculty, and that neither the faculty nor
students are licensed professionals. Neither WWU, nor anyone acting on behalf of
WWU, makes any warranty or representation, express or implied, with respect to the
accuracy, completeness, or usefulness of the information provided pursuant to this
agreement, whether or not contained in any written report; or that use of any data,
information, method or process disclosed in any report may not infringe privately
owned rights. Arlington hereby releases WWU from liability for damages which may
result to City of Arlington from the negligent acts or omissions of WWU students in the
performance of work under this Agreement.
E. The terms of this section (9) shall survive the termination of the Agreement.
10. Miscellaneous Provisions:
A. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable for whatever reason, that shall not affect or impair, in any manner, the
validity, legality or enforceability of the remainder of this Agreement.
B. Waivers. A waiver or failure by either party to enforce any provision of this Agreement
shall not be construed as a continuing waiver of such provisions, nor shall the same
constitute a waiver of any other provision of this Agreement.
C. Status of Employees. This Agreement shall not create any employment or worker's
compensation rights, duties or obligations. No agent, employee or other representative
of the Parties shall be deemed an employee of any other party hereto for any reason.
D. Status of Agreement. This Agreement is in addition to, and is not intended to replace,
substitute, modify or otherwise amend any other agreement between the Parties.
Those other agreements continue in effect according to the terms of those agreements.
E. Rights and Remedies. The rights and remedies provided in this Agreement are in
addition to any other rights and remedies that may be provided by law.
Page 4 of 8 Sustainable Communities Partnership Agreement 6785
F. Third Parties. The Parties do not intend to create any rights or benefits in any entity,
organization or person that is not a party hereto.
G. Venue. Washington law shall govern the interpretation of this Agreement. Whatcom
County shall be the venue of any arbitration or lawsuit arising out of this Agreement.
H. Compliance with Laws. WWU shall comply with all applicable federal, state and local
laws, ordinances, rules, and regulations.
I. Assignment. The Parties hereto shall not assign or delegate any or all duty, obligation,
right or interest in this Agreement.
J. Nondiscrimination. During the performance of this Agreement, the parties shall comply
with all federal and state nondiscrimination laws and regulations and policies. In the
event of a party's noncompliance or refusal to comply with any nondiscrimination law
or regulation, this Agreement may be rescinded, canceled, or terminated in whole or in
part. The party shall, however, be given a reasonable time in which to cure this
noncompliance.
K. Force Majeure. The obligations of the parties under this Agreement shall be suspended
and excused if the performance of either is prevented or delayed by acts of nature,
earthquakes, fire, flood, or the elements, malicious mischief, insurrection, riots, strikes,
lockouts, boycotts, picketing, labor disturbances, war, compliances with any directive,
order or regulation of any governmental authority or representative thereof made
under claim or color of authority or for any reason beyond the control of either party
whether or not similar to the foregoing.
L. Records. The Parties shall each maintain records in accordance with generally accepted
accounting principles of the funds expended pursuant to this Agreement. Such records
shall be available during normal working hours for the review of the other party, their
accounting representatives or the State Auditor.
11. Governing Law:
This contract shall be governed in all respects by the law and statutes of the State of
Washington. The venue for any action hereunder shall be in the Superior Court for Whatcom
County, Washington.
12. Whole Agreement:
This Agreement is the complete and exclusive statement of the Agreement between the parties
relevant to the purpose described above and supersedes all prior agreements or proposals, oral
or written, and all other communications between the parties related to the subject matter of
this Agreement. No modification of this Agreement will be binding on either party except as a
written addendum signed by an authorized agent of both parties.
Page 5 of 8 Sustainable Communities Partnership Agreement 6785
The Contractor and the University hereby agree to all provisions of this Agreement:
FOR THE CONTRACTOR:FOR THE UNIVERSITY:
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Page 6 of 8 Sustainable Communities Partnership Agreement 6785
Exhibit "A"
Scope of Work and Budget
1. Preamble. This Exhibit contains the current project and budget information regarding the scope
of work (SOW), as of the date of execution of the Agreement. For each identified project, a
WWU faculty member has confirmed that they will supervise, direct and/or undertake the
project and has also provided a best estimate of the associated logistics (e.g., the enrollment cap
and the number of anticipated visits to Arlington). The Parties understand that the actual
logistics will likely differ from the estimates provided here, based upon actual enrollment and
upon the professor’s final decision regarding number of visits to Arlington.
2. Scope of individual projects. The Parties agree that for each individual project, a refined project
definition (in written form and signed by the Parties’ representatives identified in paragraph (4)
of the Agreement) shall be established a minimum of two weeks prior to the scheduled start date
(see section (8) below) of the project. The refined definitions shall contain information such as:
identification of personnel at Arlington and WWU that will collaborate on the project; resources
to be provided by Arlington (e.g., data, reports, visits to WWU campus by Arlington staff);
deliverables to be produced by WWU; logistics of travel.
3. Firm overall SOW and cost. The Parties agree that the projects listed below shall comprise the
SOW, and that the total amount due WWU from Arlington in completion of the entire SOW
shall not exceed $37,500.00. The invoices described in paragraph (5) of the Agreement shall be
based upon actual documented expenses, so overall cost might fall short of the “not to exceed”
value established here.
4. Reduction in SOW. With written notice at least 30 days prior to the scheduled start date of a
project (see section (8) below), either party may delete a project from the SOW.
5. Augmentation of SOW. Any changes to the SOW shall be in the form of a written addendum to
this Exhibit, pursuant to paragraph (7.a) of the Agreement.
6. Program overhead. Arlington acknowledges that the overall “not to exceed” cost identified in
paragraph (3) above includes overhead costs incurred by WWU in operation of the SCP
program in the period July 1, 2019, through July 31, 2020. SCP overhead costs include:
a. Project Coordinator. Coordinator’s time is split between contracts.
b. Incidental travel. Travel reasonably necessary for generic support of the SCP program.
c. Office expense. The reasonable actual costs of I.T., telecom, copying, supplies, etc.
d. Events. SCP will host a program finale event. Arlington officials will participate in this
event. Costs for this event shall be reasonable and approved in advance by Arlington.
Formatted: Not Highlight
Page 7 of 8 Sustainable Communities Partnership Agreement 6785
7. Suite of projects. Following are brief descriptions of the manner in which WWU’s academic
capacity will be used upon specific Arlington projects.
a. Downtown Corridor Plan: Studio I
Students in the fall quarter planning studio course, Urban Design Planning Methods
(ENVS 470), taught by Dr. Barbara Coe, will conduct preliminary planning studies
to include 1) vision and community preferences for the downtown through a
community workshop, surveys, interviews and other information gathering
methods, and, 2) using existing data and reports and observation, current
conditions such as population; economy; land use; mobility factors such as traffic
patterns, street, parking, biking, and pedestrian systems; community policies;
urban underutilized parcels; urban design architectural and built environment
character; existing public improvements and infrastructure; and use and access to
public spaces. Planning concepts introduced include urban design principles,
such as Smart Growth, Sustainable Design/ LEED ND, and other New
Urbanism concepts. Students will prepare an electronic report describing their
findings.
b. Community Development & Participatory Methods
Students in the fall quarter Community Development & Participatory Methods
(ENVS 475) course, taught by Dr. Tammi Laninga, will examine the following pieces
of the Downtown Arlington Corridor Plan: 1) Main Street America Accredited
Member qualifications & Main Street Tax Credit Program, 2) Economic base –
business & housing additions and retention, and 3) Centennial Trail connections
with downtown. In coordination with Studio 1, students could contribute to a survey
or community workshop. Students will prepare an electronic report describing their
findings.
c. Downtown Corridor Plan: Studio II
Building on the results of both fall quarter courses, the winter quarter urban planning
studio course (ENVS 472), taught by Dr. Nicholas Zaferatos, will evaluate urban
planning principles and practices, in order to develop a series of planning alternatives
to guide the development in Arlington’s Downton Corridor Plan, including: vision
for city center improvements through a community workshop; capacity for urban
infill of underutilized parcels; new and adaptive uses of underutilized sites; urban
design architectural and built environment character study; city center public
improvements including streetscape and urban design improvements, wayfinding;
improvements for safe school routes; design guidelines to promote identifiable
building character vernacular, signage; use of rights of ways and other public assets
for human scale-oriented purposes; evaluation of traffic patterns, street, parking,
biking, and pedestrian systems and improvements; enhancement opportunities for
improved use and access to public spaces, habitat enhancement; and alternative
recommendations for a city center land use subarea plan as an element to the
Arlington Comprehensive Plan. Planning concepts formulated reflect community
visions, goals, and urban design principles, including Smart Growth, Sustainable
Design / LEED ND, and other New Urbanism strategies. The planning concepts
include recommendations to achieve planning objectives identified in the study.
Page 8 of 8 Sustainable Communities Partnership Agreement 6785
Under the guidance of Dr. Nicholas Zaferatos, students will assemble the above
outlined information into a final report (to be delivered electronically).
d. Downtown Design Standards
Students in spring quarter’s Land Use Regulations course (ENVS 374), taught by Dr.
Tammi Laninga, will review and recommend revisions to the city of Arlington’s
existing design standards found in Chapter 20.46 and the Olympic Avenue Design
Guidelines. Part of the review will include researching other jurisdictions’ downtown
design regulations for insights to inform recommendations. The work will be closely
guided by city staff and align with adopted city policies including the comprehensive
plan. As developed, the recommendations from this project will be shared with
Studio III students.
e. Downtown Corridor Plan: Studio III
The focus of the spring urban planning studio III (ENVS 473), taught by Dr. Tammi
Laninga, is identifying implementation strategies for design concepts developed in
winter quarter. Working with community input and city staff guidance, student teams
will address the following strategies for implementing planning concepts for the
Downtown Arlington Corridor: 1) regulatory reforms to support the area’s historic
character and buildings, and enhance the sense of place, 2) public and private
investment opportunities, 3) development incentives and opportunities (e.g., Main
Street America Accredited Member), 4) infrastructure and mobility improvements,
and 5) phased development plan. This information will be compiled into a final
report that will be made available electronically and in hard copy.
8. Summary of projects, courses, and timetable.
Project Course Scheduled
start
7.a. Downtown Corridor Plan:
Studio I ENVS 470 09/25/19
7.b. Community Development
& Participatory Methods ENVS 475 09/25/19
7.c. Downtown Corridor Plan:
Studio II ENVS 472 01/07/20
7.d. Downtown Design
Standards ENVS 374 03/31/20
7.e. Downtown Corridor Plan:
Studio III ENVS 473 03/31/20
City of Arlington Council Agenda Bill Item: WS #2 Attachment B
Kamionka of the NW Innovation Resource Center has guided us as we planned for an innovation space, and the NW Innovation Resource Center has provided educational classes and opportunities to
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PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT, is made and entered into in duplicate this 16th day of September,
2019, by and between the CITY OF ARLINGTON, a Washington municipal corporation,
hereinafter referred to as the "CITY" and NW INNOVATION RESOURCE CENTER, hereinafter
referred to as the "PROFESSIONAL."
In consideration of the terms, conditions, and covenants contained herein, the parties hereto
agree as follows:
1. Scope of Services.
The PROFESSIONAL shall perform such services and accomplish such tasks, including the
furnishing of all materials and equipment necessary for full performance thereof, as are
identified and designated as PROFESSIONAL responsibilities throughout this Agreement and as
detailed in Exhibit "A" attached hereto and incorporated herein (the "Project").
2. Representations.
CITY has relied upon the qualifications of PROFESSIONAL in entering into this
Agreement. By execution of this Agreement, PROFESSIONAL represents it possesses the ability,
skill and resources necessary to perform the work and is familiar with all applicable current
laws, rules and regulations which reasonably relate to the Scope of Services detailed in Exhibit
“A” hereto. PROFESSIONAL shall exercise the degree of skill and diligence normally employed
by professional consultants engaged in the same profession, and performing the same or
similar services at the time such services are performed. PROFESSIONAL will be responsible for
the technical accuracy of its services and documents resulting therefrom, and CITY shall not be
responsible for discovering deficiencies therein. PROFESSIONAL agrees to correct any
deficiencies discovered without additional compensation, except to the extent such deficiencies
are directly attributable to deficiencies or omissions in City-furnished information.
3. Representation re Debarment, Suspension, and Other Responsibility Matters.
3.1 By executing this Agreement, the PROFESSIONAL certifies to the best of its
knowledge and belief, that it and its principles:
3.1.1 are not presently debarred, suspended, proposed for debarment,
declared ineligible, or voluntarily excluded from covered transactions by
any federal department or agency;
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3.1.2 have not, within a three-year period preceding this proposal, been
convicted of or had a civil judgment rendered against them for
commission of fraud or a criminal offense in connection with obtaining,
attempting to obtain, or performing a public (federal, state, or local)
transaction or contract under a public transaction; violation of federal or
state anti-trust statutes or commission of embezzlement, theft, forgery,
bribery, falsification or destruction of records, making false statements,
or receiving stolen property;
3.1.3 are not presently indicted for or otherwise criminally or civilly charged by
a governmental entity (federal, state, or local) with commission of any of
the offenses enumerated in paragraph 3.1.2 of this certification; and
3.1.4 have not, within a three-year period preceding this application/proposal,
had one or more public transactions (federal, state, or local) terminated
for cause or fault.
3.2 Where the perspective primary professional participant is unable to certify to
any of the statements in this certification, such prospective participant shall
attach an explanation to this agreement.
4. Term.
The Project shall begin on full execution of this agreement and shall be completed no later than
December 31, 2020, unless sooner terminated according to the provisions herein.
5. Compensation and Method of Payment.
5.1 Payments for services provided hereunder shall be made following the
performance of such services, unless otherwise permitted by law and approved
in writing by the CITY.
5.2 No payment shall be made for any service rendered by the PROFESSIONAL
except for services identified and set forth in this Agreement.
5.3 The CITY shall pay the PROFESSIONAL for work performed under this
Agreement as follows: PROFESSIONAL shall submit monthly invoices detailing
work performed and expenses for which reimbursement is sought. CITY shall
approve all invoices before payment is issued. Payment shall occur within thirty
(30) days of receipt and approval of an invoice.
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5.4 CITY shall pay PROFESSIONAL for such services: (check one)
Hourly: $_____________ per hour, plus actual expenses, but not to
exceed a total of $______________ without an amendment to the
contract.
Fixed Sum: A total amount not to exceed $5,000.00.
Other: _____________
for all work performed and expenses incurred under this Contract.
5.5 CITY reserves the right to withhold payment under this Agreement which is
determined, in the reasonable judgment of the City Administrator or his/her
designee to be noncompliant with this Agreement, the Scope of Services
attached hereto, City standards, or city, state or federal law.
6. Reports and Inspections.
6.1 The PROFESSIONAL at such times and in such forms as the CITY may require,
shall furnish to the CITY such statements, records, reports, data, and information
as the CITY may request pertaining to matters covered by this Agreement.
6.2 The PROFESSIONAL shall at any time during normal business hours and as often
as the CITY or State Auditor may deem necessary, make available for
examination all of its records and data with respect to all matters covered,
directly or indirectly, by this Agreement and shall permit the CITY or its
designated authorized representative to audit and inspect other data relating to
all matters covered by this Agreement. The CITY shall receive a copy of all audit
reports made by the agency or firm as to the PROFESSIONAL'S activities. The CITY
may, at its discretion, conduct an audit at its expense, using its own or outside
auditors, of the PROFESSIONAL'S activities which relate, directly or indirectly, to
this Agreement.
7. Independent Contractor Relationship.
7.1 The parties intend that an independent contractor relationship will be created by
this Agreement. The CITY is interested primarily in the results to be achieved;
subject to paragraphs herein, the implementation of services will lie solely with
the discretion of the PROFESSIONAL. No agent, employee, servant or
representative of the PROFESSIONAL shall be deemed to be an employee, agent,
servant or representative of the CITY for any purpose, and the employees of the
PROFESSIONAL are not entitled to any of the benefits the CITY provides for its
employees. The PROFESSIONAL will be solely and entirely responsible for its acts
and for the acts of its agents, employees, servants, subcontractors or
representatives during the performance of this Agreement.
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7.2 In the performance of the services herein contemplated the PROFESSIONAL is an
independent contractor with the authority to control and direct the performance
of the details of the work, however, the results of the work contemplated herein
must meet the approval of the CITY and shall be subject to the CITY'S general
rights of inspection and review to secure the satisfactory completion thereof.
8. PROFESSIONAL’S Employees/agents
The CITY may at its sole discretion require the PROFESSIONAL to remove any employee, agent
or servant from employment on this Project. The PROFESSIONAL may however employ those
individual(s) on other non-CITY related projects.
9. Hold Harmless/Indemnification.
9.1 PROFESSIONAL shall, at its sole expense, defend, indemnify and hold the CITY, its
officers, officials, employees and volunteers harmless from any and all claims,
actions, suits, liability, loss, or costs including attorney fees, caused by the
wrongful or negligent acts, errors or omissions of the PROFESSIONAL or the
PROFESSIONAL’s agents, employees or subcontractors in performance of this
Agreement, except for injuries and damages caused by the sole negligence of the
CITY or the CITY’s agents or employees.
9.2 PROFESSIONAL’s duty to indemnify and hold the CITY harmless against liability
for damages arising out of or caused by the concurrent negligence of CITY or
CITY’s employees or agents and PROFESSIONAL or PROFESSIONAL’s employees
or agents shall apply only to the extent of the negligence or wrongdoing of
PROFESSIONAL and PROFESSIONAL’s employees or agents.
9.3 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 PROFESSIONAL and the CITY, its officers, officials,
employees, and volunteers, the PROFESSIONAL's liability, including the duty and
cost to defend, hereunder shall be only to the extent of the PROFESSIONAL’s
negligence. It is further specifically and expressly understood that the
indemnification provided herein constitutes the PROFESSIONAL’s waiver of
immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of
this indemnification. PROFESSIONAL certifies, by signing this Agreement, that
this indemnification provision was mutually negotiated. The provisions of this
section shall survive the expiration or termination of this Agreement.
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9.4 No liability shall attach to the CITY by reason of entering into this Agreement
except as expressly provided herein.
10. Insurance.
The PROFESSIONAL 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 PROFESSIONAL, its agents,
representatives, or employees.
10.1 Minimum Scope of Insurance. PROFESSIONAL shall obtain insurance of the types
described below:
a. Automobile Liability insurance covering all owned, non-owned, hired and
leased vehicles. Coverage shall be written on Insurance Services Office
(ISO) form CA 00 01 or a substitute form providing equivalent liability
coverage. If necessary, the policy shall be endorsed to provide
contractual liability coverage.
b. Commercial General Liability insurance shall be written on ISO
occurrence form CG 00 01 and shall cover liability arising from premises,
operations, independent contractors and personal injury and advertising
injury. The City shall be named as an insured under the PROFESSIONAL'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.
c. Workers' Compensation coverage as required by the Industrial Insurance
laws of the State of Washington.
d. Professional Liability insurance appropriate to the PROFESSIONAL's
profession.
10.2 Minimum Amounts of Insurance. PROFESSIONAL shall maintain the following
insurance limits:
a. Automobile Liability insurance with a minimum combined single limit for
bodily injury and property damage of $1,000,000 per accident.
b. Commercial General Liability insurance shall be written with limits no less
than $1,000,000 each occurrence, $2,000,000 general aggregate.
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c. Professional Liability insurance shall be written with limits no less than
$1,000,000 per claim and $1,000,000 policy aggregate limit.
10.3 Other Insurance Provisions. The PROFESSIONAL’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 PROFESSIONAL’s insurance and shall not contribute with it.
10.4 Acceptability of Insurers. Insurance is to be placed with insurers with a current
A.M. Best rating of not less than A:VII.
10.5 Verification of Coverage. PROFESSIONAL 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 PROFESSIONAL before commencement of the
work.
10.6 PROFESSIONAL shall provide the CITY with written notice of any policy
cancellation within two business days of their receipt of such notice.
10.7 Failure on the part of the PROFESSIONAL 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 PROFESSIONAL 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 any sums
so expended to be repaid to the CITY on demand, or at the sole discretion of the
CITY, offset against funds due the PROFESSIONAL from the CITY.
10.8 If the PROFESSIONAL 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 PROFESSIONAL,
irrespective of whether such limits maintained by the PROFESSIONAL are greater
than those required by this contract or whether any certificate of insurance
furnished to the CITY evidences limits of liability lower than those maintained by
the PROFESSIONAL.
11. Ownership of Assets.
Title to all property furnished by the CITY shall remain in the name of the CITY and the CITY
shall become the owner of the work product and other documents, if any, prepared by the
PROFESSIONAL pursuant to this Agreement.
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12. Compliance with Laws.
12.1 The PROFESSIONAL, 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
this Agreement to assure quality of services.
12.2 The PROFESSIONAL specifically agrees to pay any applicable business and
occupation (B & O) taxes which may be due on account of this Agreement.
13. Nondiscrimination.
13.1 The CITY is an equal opportunity employer.
13.2 Nondiscrimination in Employment. In the performance of this Agreement, the
PROFESSIONAL will not discriminate against any employee or applicant for
employment on the grounds of race, creed, color, national origin, sex, marital
status, age or the presence of any sensory, mental or physical handicap;
provided that the prohibition against discrimination in employment because of
handicap shall not apply if the particular disability prevents the proper
performance of the particular worker involved. The PROFESSIONAL shall ensure
that applicants are employed, and that employees are treated during
employment without discrimination because of their race, creed, color, national
origin, sex, marital status, age or the presence of any sensory, mental or physical
handicap. Such action shall include, but not be limited to: employment,
upgrading, demotion or transfers, recruitment or recruitment advertising, layoff
or termination, rates of pay or other forms of compensation, and programs for
training including apprenticeships. The PROFESSIONAL shall take such action
with respect to this Agreement as may be required to ensure full compliance
with local, state and federal laws prohibiting discrimination in employment.
13.3 Nondiscrimination in Services. The PROFESSIONAL will not discriminate against
any recipient of any services or benefits provided for in this Agreement on the
grounds of race, creed, color, national origin, sex, marital status, age or the
presence of any sensory, mental or physical handicap.
13.4 If any assignment and/or subcontracting has been authorized by the CITY, said
assignment or subcontract shall include appropriate safeguards against
discrimination. The PROFESSIONAL shall take such action as may be required to
ensure full compliance with the provisions in the immediately preceding
paragraphs herein.
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14. Assignment/subcontracting.
14.1 The PROFESSIONAL shall not assign its performance under this Agreement or any
portion of this Agreement without the written consent of the CITY, and it is
further agreed that said consent must be sought in writing by the PROFESSIONAL
not less than thirty (30) days prior to the date of any proposed assignment. The
CITY reserves the right to reject without cause any such assignment.
14.2 Any work or services assigned hereunder shall be subject to each provision of
this Agreement and proper bidding procedures where applicable as set forth in
local, state and/or federal statutes, ordinances and guidelines.
14.3 Any technical/professional service subcontract not listed in this Agreement, must
have express advance approval by the CITY.
15. Changes or Amendments.
Either party may request changes to the scope of services and performance to be provided
hereunder, however, no change or addition to this Agreement shall be valid or binding upon
either party unless such change or addition be in writing and signed by both parties. Such
amendments shall be attached to and made part of this Agreement.
16. Ownership, Maintenance and Inspection of Records.
16.1 All drawings, plans, specifications, and other related documents prepared by
PROFESSIONAL under this Agreement are and shall be the property of CITY, and
may be subject to disclosure pursuant to RCW Chapter 42.56 or other applicable
public records laws. The written, graphic, mapped, photographic, or visual
documents prepared by PROFESSIONAL under this Agreement shall, unless
otherwise provided, be deemed the property of the CITY. CITY shall be
permitted to retain these documents, including reproducible camera-ready
originals of reports, reproduction quality mylars of maps, and copies in the form
of computer files, for the CITY’s use. CITY shall have unrestricted authority to
publish, disclose, distribute and otherwise use, in whole or part, and reports,
data, drawings, images or other material prepared under this Agreement,
provided that PROFESSIONAL shall have no liability for the use of
PROFESSIONAL’s work product outside of the scope of its intended purpose, and
the CITY agrees to indemnify and hold the PROFESSIONAL harmless from such
use.
16.2 The PROFESSIONAL shall maintain books, records and documents, which
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sufficiently and properly reflect all direct and indirect costs related to the
performance of this Agreement and shall maintain such accounting procedures
and practices as may be necessary to assure proper accounting of all funds paid
pursuant to this Agreement. These records shall be subject at all reasonable
times to inspection, review, or audit, by the CITY, its authorized representative,
the State Auditor, or other governmental officials authorized by law to monitor
this Agreement.
16.3 The PROFESSIONAL shall retain all books, records, documents and other material
relevant to this agreement, for six (6) years after its expiration. The
PROFESSIONAL agrees that the CITY or its designee shall have full access and
right to examine any of said materials at all reasonable times during said period.
PROFESSIONAL agrees to cooperate with the CITY to produce in a timely manner
any records in the possession of PROFESSIONAL relating to the performance of
this Agreement which are or may be the subject of a valid request under the
Public Records Act, RCW Chapter 42.56.
17. Other Provisions.
If changes in state law necessitate that services hereunder be expanded, the parties shall
negotiate an appropriate amendment. If after thirty (30) days of negotiation, agreement can
not be reached, this Agreement may be terminated by the City no sooner than sixty (60) days
thereafter.
18. Termination.
18.1 Termination for Convenience. The CITY may terminate this Agreement, in whole
or in part, at any time, by at least five (5) days written notice to the
PROFESSIONAL.
18.2 Termination for Cause. If the PROFESSIONAL fails to perform in the manner
called for in this Agreement, or if the PROFESSIONAL fails to comply with any
other provisions of the Agreement and fails to correct such noncompliance
within five (5) days written notice thereof, the CITY may terminate this
Agreement for cause. Termination shall be effected by serving a notice of
termination on the PROFESSIONAL setting forth the manner in which the
PROFESSIONAL is in default. The PROFESSIONAL will only be paid for services
performed in accordance with the manner of performance set forth in this
Agreement.
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19. Notice.
Notices, other than applications for payment, shall be given in writing to the persons named
below:
TO THE CITY: TO THE PROFESSIONAL:
20. Attorneys Fees and Costs.
If any legal proceeding is brought for the enforcement of this Agreement, or because of a
dispute, breach, default, or misrepresentation in connection with any of the provisions of this
Agreement, the prevailing party shall be entitled to recover from the other party, in addition to
any other relief to which such party may be entitled, reasonable attorney's fees and other costs
incurred in that action or proceeding.
21. Waiver.
No officer, employee, agent or other individual acting on behalf of either party has the power,
right or authority to waive any of the conditions or provisions of this Agreement. No waiver in
one instance shall be held to be a waiver of any other subsequent breach or nonperformance.
Failure of either party to enforce at any time any of the provisions of this agreement or to
require at any time performance by the other party of any provision hereof shall in no way be
construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or
any part thereof.
22. Jurisdiction and Venue.
22.1 This Agreement has been and shall be construed as having been made and
delivered within the State of Washington, and it is agreed by each party hereto
that this Agreement shall be governed by laws of the State of Washington, both
as to interpretation and performance.
22.2 Any action of law, suit in equity, or judicial proceeding for the enforcement of
this Agreement or any provisions thereof, shall be instituted and maintained only
in any of the courts of competent jurisdiction in Snohomish County, Washington.
23. Severability.
23.1 If, for any reason, any part, term or provision of this Agreement is held by a court
of the United States to be illegal, void or unenforceable, the validity of the
remaining provisions shall not be affected, and the rights and obligations of the
parties shall be construed and enforced as if the Agreement did not contain the
particular provision held to be invalid.
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23.2 If it should appear that any provision hereof is in conflict with any statutory
provision of the State of Washington, said provision which may conflict
therewith shall be deemed inoperative and null and void insofar as it may be in
conflict therewith, and shall be deemed modified to conform to such statutory
provisions.
24. Entire Agreement.
The parties agree that this Agreement is the complete expression of the terms hereto and any
oral representations or understandings not incorporated herein are excluded. Further, any
modification of this Agreement shall be in writing and signed by both parties. Failure to comply
with any of the provisions stated herein shall constitute material breach of contract and cause
for termination. Both parties recognize time is of the essence in the performance of the
provisions of this Agreement. It is also agreed by the parties that the forgiveness of the
nonperformance of any provision of this Agreement does not constitute a waiver of the
provisions of this Agreement.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
the day and year first hereinabove written.
CITY: PROFESSIONAL:
CITY OF ARLINGTON NW INNOVATION RESOURCE CENTER
Barbara Tolbert, Mayor
Attest:
______________________________
Wendy Van Der Meersche, City Clerk
We help entrepreneurs bring business ideas to life!
2200 Rimland Drive, Suite 210, Bellingham, Washington, 98226 www. nwirc.com | September 4, 2019
ATTACHMENT A July, 2019 NWRIC Proposed Scope of Work for City of Arlington for 2020 1. Support of Entrepreneurs & Inventors a. Provide direct technical assistance to entrepreneurs and inventors located in Arlington or establishing their business in Arlington. b. Identify mentors who can be of assistance to the entrepreneurs and Inventors in Arlington. 2. Conduct outreach activities to identify and encourage Entrepreneurs & Inventors a. Provide presentations to community and government groups about the availability of support for entrepreneurs in the area. b. Create publicity to promote entrepreneurial opportunities in the area. 3. Partner with the City of Arlington to provide operations for TheLab@arlington. a. Support the design and startup actions to establish TheLab@arlington. b. Establish and manage a membership program for entrepreneurs to use TheLab@arlington as a part of the network of Lab locations in northwest Washington. c. Establish the web presence and social media promotion of TheLab@arlington. The proposed financial terms are: a. The annual fee to NWIRC would be no greater than $5,000. b. Payment would be quarterly, with the quarterly invoice being $1,250. Any TheLab@arlington membership fees will be deducted from the invoice. c. Building operation expenses are the responsibility of the City of Arlington.
City of Arlington Council Agenda Bill Item: WS #3 Attachment C COUNCIL MEETING DATE: September 9, 2019 SUBJECT: Process Solutions Contract for On-call SCADA Support Services ATTACHMENTS: Process Solutions Contract - Draft DEPARTMENT OF ORIGIN Public Works – Jim Kelly, Director 360-403-3505 EXPENDITURES REQUESTED: $60,000 (first year total Sept 2019-Sept 2020) BUDGET CATEGORY: Water /Sewer Capital Funds BUDGETED AMOUNT: $100,000 LEGAL REVIEW: DESCRIPTION: Request to enter into a three-year service contract with Process Solutions to provide on-call SCADA system maintenance services. HISTORY: The Water Treatment Plant, Water Reclamation Facility, and Biosolids Compost Facility all use a Supervisory Control and Data Acquisition (SCADA) system to control the facilities’ processes. The SCADA system includes programming and system monitoring to control the many integrated functions at each facility. PW often contracts with a consultant to provide specialized support services with system programming and other maintenance. The City issued a Request for Qualifications (RFQ) from five firms listed on the MRSC Consultant Roster to provide On-call SCADA Support services. Three firms expressed interest, one firm responded to the RFQ –
- Reject RFQ’s and re advertise
- Remand to staff for consideration RECOMMENDED MOTION: Workshop; discussion only. At the September 16, 2019 Council meeting the recommended motion will be, “I move to authorize the Mayor to sign the Process Solutions Contract for On-call SCADA Support Services, pending review by the City Attorney.”
City of Arlington Council Agenda Bill Item: WS #4 Attachment D
(water, sewer, storm communication and transportation). HISTORY: Arlington Public Works has used various staff members (Water Distribution, Sewer Collections, Stormwater
Tech, City Engineer, PW Director) to inspect infrastructure projects - both City funded and Developer funded. As the amount of projects increased, the inspection requests on staff members increased to the point where it was impacting their normal duties. In addition, many of the grant-funded projects require special inspection and reporting that is a specialty outside current staff capabilities. PW is requesting to add a full time Public Works Inspector position to provide PW inspection services, reporting services, and other services during the non-construction season (project planning, traffic counts,
intersection analysis, ADA Transition program, etc.). Funding for this position will be from the Water, Sewer, Storm and Transportation funds. ALTERNATIVES: - Do not approve FTE Public Works Inspector position - Remand to staff for further consideration RECOMMENDED MOTION: Workshop; discussion only. At the September 16, 2019 Council meeting, the recommended motion will be, “I move to approve the creation and funding of a Public Works Inspector position, and to authorize hiring for the same.”
City of Arlington Council Agenda Bill Item: WS #5 Attachment E
(over two years : 2019-2021) BUDGET CATEGORY: 2019-2021 Water/Sewer/M&O BUDGETED AMOUNT: $4,900.00 per year LEGAL REVIEW: DESCRIPTION: Professional Services Agreement with Blue Marble Environmental to continue to provide coordinated waste management, waste reduction and recycling support services through 2019-2021. HISTORY: The City has been under a PSA with Blue Marble Environmental since 2006 to provide the citizens, businesses and industries of Arlington with coordinated waste management services promoting recycling and waste disposal reduction. This program has been funded, and will continue to be funded, under the Department of Ecology’s Local Solid Waste Financial Assistance (LSWFA) program. The 2013 PSA was extended twice, and. per advice from the City Attorney, it is time to enter into a new
- Do not enter into a contract with Blue Marble Environmental
- Table for further discussion RECOMMENDED MOTION: Workshop; discussion only. At the September 16, 2019 Council meeting, the recommended motion will be, “I move to approve the Professional Services Agreement with Blue Marble Environmental, LLC and authorize the mayor to sign the agreement, pending final review by the City Attorney.”
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PROFESSIONAL SERVICES AGREEMENT
THIS AGREEMENT, is made and entered into in duplicate this ____ day of
______________, 2019__, by and between the CITY OF ARLINGTON, a Washington
municipal corporation, hereinafter referred to as the "CITY" and __________________, Blue
Marble Environmental, LLC, hereinafter referred to as the "PROFESSIONAL."
In consideration of the terms, conditions, and covenants contained herein, the parties hereto
agree as follows:
1. Scope of Services.
The PROFESSIONAL shall perform such services and accomplish such tasks, including
the furnishing of all materials and equipment necessary for full performance thereof, as are
identified and designated as PROFESSIONAL responsibilities throughout this Agreement and as
detailed in Exhibit "A" attached hereto and incorporated herein (the "Project").
2. Representations.
CITY has relied upon the qualifications of PROFESSIONAL in entering into this
Agreement. By execution of this Agreement, PROFESSIONAL represent s it possesses the
ability, skill and resources necessary to perform the work and is familiar with all applicable
current laws, rules and regulations which reasonably relate to the Scope of Services detailed in
Exhibit “A” hereto. PROFESSIONAL shall exercise the degree of skill and diligence normally
employed by professional consultants engaged in the same profession, and performing the same
or similar services at the time such services are performed. PROFESSIONAL will be
responsible for the technical accuracy of its services and documents resulting therefrom, and
CITY shall not be responsible for discovering deficiencies therein. PROFESSIONAL agrees to
correct any deficiencies discovered without additional compensation, except to the extent such
deficiencies are directly attributable to deficiencies or omissions in City-furnished information.
3. Representation re Debarment, Suspension, and Other Responsibility Matters.
3.1 By executing this Agreement, the PROFESSIONAL certifies to the best of its
knowledge and belief, that it and its principles:
3.1.1 are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any
federal department or agency;
3.1.2 have not, within a three-year period preceding this proposal, been
convicted of or had a civil judgment rendered against them for
commission of fraud or a criminal offense in connection with obtaining,
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attempting to obtain, or performing a public (federal, state, or local)
transaction or contract under a public transaction; violation of federal or
state anti-trust statutes or commission of embezzlement, theft, forgery,
bribery, falsification or destruction of records, making false statements, or
receiving stolen property;
3.1.3 are not presently indicted for or otherwise criminally or civilly charged by
a governmental entity (federal, state, or local) with commission of any of
the offenses enumerated in paragraph 3.1.2 of this certification; and
3.1.4 have not, within a three-year period preceding this application/proposal,
had one or more public transactions (federal, state, or local) terminated for
cause or fault.
3.2 Where the perspective primary professional participant is unable to certify to any
of the statements in this certification, such prospective participant shall attach an
explanation to this agreement.
4. Term.
The Project shall begin on full execution of this agreement and shall be completed no later than
June 30, 2021 _________________________, unless sooner terminated according to the
provisions herein.
This agreement is contingent upon the City receiving a Department of Ecology Coordinated
Prevention Grant for the fiscal years 2019-2021.
5. Compensation and Method of Payment.
5.1 Payments for services provided hereunder shall be made following the
performance of such services, unless otherwise permitted by law and approved in
writing by the CITY.
5.2 No payment shall be made for any service rendered by the PROFESSIONAL
except for services identified and set forth in this Agreement.
5.3 The CITY shall pay the PROFESSIONAL for work performed under this
Agreement as follows: PROFESSIONAL shall submit monthly invoices detailing
work performed and expenses for which reimbursement is sought. CITY shall
approve all invoices before payment is issued. Payment shall occur within thirty
(30) days of receipt and approval of an invoice.
5.4 CITY shall pay PROFESSIONAL for such services: (check one)
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Hourly: $_____________ per hour, plus actual expenses, but not to
exceed a total of $______________ without an amendment to the contract.
Fixed Sum: A total amount of $ .
X Other: A fee for service and/or tasks set forth in Exhibit “A”,
Scope of Work, not to exceed $16,372.00.
______________________________________________
for all work performed and expenses incurred under this Contract.
5.5 CITY reserves the right to withhold payment under this Agreement which is
determined, in the reasonable judgment of the City Administrator or his/her
designee to be noncompliant with this Agreement, the Scope of Services attached
hereto, City standards, or city, state or federal law.
6. Reports and Inspections.
6.1 The PROFESSIONAL at such times and in such forms as the CITY may require,
shall furnish to the CITY such statements, records, reports, data, and information
as the CITY may request pertaining to matters covered by this Agreement.
6.2 The PROFESSIONAL shall at any time during normal business hours and as
often as the CITY or State Auditor may deem necessary, make available for
examination all of its records and data with respect to all matters covered, directly
or indirectly, by this Agreement and shall permit the CITY or its designated
authorized representative to audit and inspect other data relating to all matters
covered by this Agreement. The CITY shall receive a copy of all audit reports
made by the agency or firm as to the PROFESSIONAL'S activities. The CITY
may, at its discretion, conduct an audit at its expense, using its own or outside
auditors, of the PROFESSIONAL'S activities which relate, directly or indirectly,
to this Agreement.
7. Independent Contractor Relationship.
7.1 The parties intend that an independent contractor relationship will be created by
this Agreement. The CITY is interested primarily in the results to be achieved;
subject to paragraphs herein, the implementation of services will lie solely with
the discretion of the PROFESSIONAL. No agent, employee, servant or
representative of the PROFESSIONAL shall be deemed to be an employee, agent,
servant or representative of the CITY for any purpose, and the employees of the
PROFESSIONAL are not entitled to any of the benefits the CITY provides for its
employees. The PROFESSIONAL will be solely and entirely responsible for its
acts and for the acts of its agents, employees, servants, subcontractors or
representatives during the performance of this Agreement.
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7.2 In the performance of the services herein contemplated the PROFESSIONAL is
an independent contractor with the authority to control and direct the performance
of the details of the work, however, the results of the work contemplated herein
must meet the approval of the CITY and shall be subject to the CITY'S general
rights of inspection and review to secure the satisfactory completion thereof.
8. PROFESSIONAL’s Employees/agents
The CITY may at its sole discretion require the PROFESSIONAL to remove any employee,
agent or servant from employment on this Project. The PROFESSIONAL may however employ
those individual(s) on other non-CITY related projects.
9. Hold Harmless/Indemnification.
9.1 PROFESSIONAL shall, at its sole expense, defend, indemnify and hold the
CITY, its officers, officials, employees and volunteers harmless from any and all
claims, actions, suits, liability, loss, or costs including attorney fees, caused by the
wrongful or negligent acts, errors or omissions of the PROFESSIONAL or the
PROFESSIONAL’s agents, employees or subcontractors in performance of this
Agreement, except for injuries and damages caused by the sole negligence of the
CITY or the CITY’s agents or employees.
9.2 PROFESSIONAL’s duty to indemnify and hold the CITY harmless against
liability for damages arising out of or caused by the concurrent negligence of
CITY or CITY’s employees or agents and PROFESSIONAL or
PROFESSIONAL’s employees or agents shall apply only to the extent of the
negligence or wrongdoing of PROFESSIONAL and PROFESSIONAL’s
employees or agents.
9.3 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 PROFESSIONAL and the CITY, its officers,
officials, employees, and volunteers, the PROFESSIONAL's liability, including
the duty and cost to defend, hereunder shall be only to the extent of the
PROFESSIONAL’s negligence. It is further specifically and expressly
understood that the indemnification provided herein constitutes the
PROFESSIONAL’s waiver of immunity under Industrial Insurance, Title 51
RCW, solely for the purposes of this indemnification. PROFESSIONAL
certifies, by signing this Agreement, that this indemnification provision was
mutually negotiated. The provisions of this section shall survive the expiration or
termination of this Agreement.
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9.4 No liability shall attach to the CITY by reason of entering into this Agreement
except as expressly provided herein.
10. Insurance.
The PROFESSIONAL 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 PROFESSIONAL, its agents,
representatives, or employees.
10.1 Minimum Scope of Insurance. PROFESSIONAL shall obtain insurance of the
types described below:
a. Automobile Liability insurance covering all owned, non-owned, hired and
leased vehicles. Coverage shall be written on Insurance Services Office
(ISO) form CA 00 01 or a substitute form providing equivalent liability
coverage. If necessary, the policy shall be endorsed to provide contractual
liability coverage.
b. Commercial General Liability insurance shall be written on ISO
occurrence form CG 00 01 and shall cover liability arising from premises,
operations, independent contractors and personal injury and advertising
injury. The City shall be named as an insured under the
PROFESSIONAL'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.
c. Workers' Compensation coverage as required by the Industrial Insurance
laws of the State of Washington.
d. Professional Liability insurance appropriate to the PROFESSIONAL's
profession.
10.2 Minimum Amounts of Insurance. PROFESSIONAL shall maintain the following
insurance limits:
a. Automobile Liability insurance with a minimum combined single limit for
bodily injury and property damage of $1,000,000 per accident.
b. Commercial General Liability insurance shall be written with limits no
less than $1,000,000 each occurrence, $2,000,000 general aggregate.
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c. Professional Liability insurance shall be written with limits no less than
$1,000,000 per claim and $1,000,000 policy aggregate limit.
10.3 Other Insurance Provisions. The PROFESSIONAL’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 PROFESSIONAL’s insurance and shall not contribute with it.
10.4 Acceptability of Insurers. Insurance is to be placed with insurers with a current
A.M. Best rating of not less than A:VII.
10.5 Verification of Coverage. PROFESSIONAL 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 PROFESSIONAL before commencement of the
work.
10.6 PROFESSIONAL shall provide the CITY with written notice of any policy
cancellation within two business days of their receipt of such notice.
10.7 Failure on the part of the PROFESSIONAL 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 PROFESSIONAL to correct the brea ch,
immediately terminate the contract or, at its discretion, procure or renew such
insurance and pay any and all premiums in connection therewith, with any sums
so expended to be repaid to the CITY on demand, or at the sole discretion of the
CITY, offset against funds due the PROFESSIONAL from the CITY.
10.8 If the PROFESSIONAL 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
PROFESSIONAL, irrespective of whether such limits maintained by the
PROFESSIONAL are greater than those required by this contract or whether any
certificate of insurance furnished to the CITY evidences limits of liability lower
than those maintained by the PROFESSIONAL.
11. Ownership of Assets.
Title to all property furnished by the CITY shall remain in the name of the CITY and the CITY
shall become the owner of the work product and other documents, if any, prepared by the
PROFESSIONAL pursuant to this Agreement.
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12. Compliance with Laws.
12.1 The PROFESSIONAL, 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 this
Agreement to assure quality of services.
12.2 The PROFESSIONAL specifically agrees to pay any applicable business and
occupation (B & O) taxes which may be due on account of this Agreement.
13. Nondiscrimination.
13.1 The CITY is an equal opportunity employer.
13.2 Nondiscrimination in Employment. In the performance of this Agreement, the
PROFESSIONAL will not discriminate against any employee or applicant for
employment on the grounds of race, creed, color, national origin, sex, marital
status, age or the presence of any sensory, mental or physical handicap; provided
that the prohibition against discrimination in employment because of handicap
shall not apply if the particular disability prevents the proper performance of the
particular worker involved. The PROFESSIONAL shall ensure that applicants are
employed, and that employees are treated during employment without
discrimination because of their race, creed, color, national origin, sex, marital
status, age or the presence of any sensory, mental or physical handicap. Such
action shall include, but not be limited to: employment, upgrading, demotion or
transfers, recruitment or recruitment advertising, layoff or termination, rates of
pay or other forms of compensation, and programs for training including
apprenticeships. The PROFESSIONAL shall take such action with respect to this
Agreement as may be required to ensure full compliance with local, state and
federal laws prohibiting discrimination in employment.
13.3 Nondiscrimination in Services. The PROFESSIONAL will not discriminate
against any recipient of any services or benefits provided for in this Agreement on
the grounds of race, creed, color, national origin, sex, marital status, age or the
presence of any sensory, mental or physical handicap.
13.4 If any assignment and/or subcontracting has been authorized by the CITY, said
assignment or subcontract shall include appropriate safeguards against
discrimination. The PROFESSIONAL shall take such action as may be required
to ensure full compliance with the provisions in the immediately preceding
paragraphs herein.
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14. Assignment/subcontracting.
14.1 The PROFESSIONAL shall not assign its performance under this Agreement or
any portion of this Agreement without the written consent of the CITY, and it is
further agreed that said consent must be sought in writing by the
PROFESSIONAL not less than thirty (30) days prior to the date of any proposed
assignment. The CITY reserves the right to reject without cause any such
assignment.
14.2 Any work or services assigned hereunder shall be subject to each provision of this
Agreement and proper bidding procedures where applicable as set forth in local,
state and/or federal statutes, ordinances and guidelines.
14.3 Any technical/professional service subcontract not listed in this Agreement, must
have express advance approval by the CITY.
15. Changes or Amendments.
Either party may request changes to the scope of services and performance to be provided
hereunder, however, no change or addition to this Agreement shall be valid or binding upon
either party unless such change or addition be in writing and signed by both parties. Such
amendments shall be attached to and made part of this Agreement.
16. Ownership, Maintenance and Inspection of Records.
16.1 All drawings, plans, specifications, and other related documents prepared by
PROFESSIONAL under this Agreement are and shall be the property of CITY,
and may be subject to disclosure pursuant to RCW Chapter 42.56 or other
applicable public records laws. The written, graphic, mapped, photographic, or
visual documents prepared by PROFESSIONAL under this Agreement shall,
unless otherwise provided, be deemed the property of the CITY. CITY shall be
permitted to retain these documents, including reproducible camera-ready
originals of reports, reproduction quality mylars of maps, and copies in the form
of computer files, for the CITY’s use. CITY shall have unrestricted authority to
publish, disclose, distribute and otherwise use, in whole or part, and reports, data,
drawings, images or other material prepared under this Agreement, provided that
PROFESSIONAL shall have no liability for the use of PROFESSIONAL’s work
product outside of the scope of its intended purpose, and the CITY agrees to
indemnify and hold the PROFESSIONAL harmless from such use.
16.2 The PROFESSIONAL shall maintain books, records and documents, which
sufficiently and properly reflect all direct and indirect costs related to the
performance of this Agreement and shall maintain such accounting procedures
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and practices as may be necessary to assure proper accounting of all funds paid
pursuant to this Agreement. These records shall be subject at all reasonable times
to inspection, review, or audit, by the CITY, its authorized representative, the
State Auditor, or other governmental officials authorized by law to monitor this
Agreement.
16.3 The PROFESSIONAL shall retain all books, records, documents and other
material relevant to this agreement, for six (6) years after its expiration. The
PROFESSIONAL agrees that the CITY or its designee shall have full access and
right to examine any of said materials at all reasonable times during said period.
PROFESSIONAL agrees to cooperate with the CITY to produce in a timely
manner any records in the possession of PROFESSIONAL relating to the
performance of this Agreement which are or may be the subject of a valid request
under the Public Records Act, RCW Chapter 42.56.
17. Other Provisions.
If changes in state law necessitate that services hereunder be expanded, the parties shall negotiate
an appropriate amendment. If after thirty (30) days of negotiation, agreement can not be reached,
this Agreement may be terminated by the City no sooner than sixty (60) days thereafter.
18. Termination.
18.1 Termination for Convenience. The CITY may terminate this Agreement, in whole
or in part, at any time, by at least five (5) days written notice to the
PROFESSIONAL.
18.2 Termination for Cause. If the PROFESSIONAL fails to perform in the manner
called for in this Agreement, or if the PROFESSIONAL fails to comply with any
other provisions of the Agreement and fails to correct such noncompliance within
five (5) days written notice thereof, the CITY may terminate this Agreement for
cause. Termination shall be effected by serving a notice of termination on the
PROFESSIONAL setting forth the manner in which the PROFESSIONAL is in
default. The PROFESSIONAL will only be paid for services performed in
accordance with the manner of performance set forth in this Agreement.
19. Notice.
Notices, other than applications for payment, shall be given in writing to the persons named
below:
TO THE CITY: TO THE PROFESSIONAL:
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James X. Kelly, PE Jack Harris
Public Works Director Blue Marble Environmental
City of Arlington 5419 Greenwood Ave North
154 W Cox Ave. Seattle, WA 98103
Arlington, WA 98223
20. Attorneys Fees and Costs.
If any legal proceeding is brought for the enforcement of this Agreement, or because of a
dispute, breach, default, or misrepresentation in connection with any of the provisions of this
Agreement, the prevailing party shall be entitled to recover from the other party, in addition to
any other relief to which such party may be entitled, reasonable attorney's fees and other costs
incurred in that action or proceeding.
21. Waiver.
No officer, employee, agent or other individual acting on behalf of either party has the power,
right or authority to waive any of the conditions or provisions of this Agreement. No waiver in
one instance shall be held to be a waiver of any other subsequent breach or nonperformance.
Failure of either party to enforce at any time any of the provisions of this agreement or to require
at any time performance by the other party of any provision hereof shall in no way be construed
to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part
thereof.
22. Jurisdiction and Venue.
22.1 This Agreement has been and shall be construed as having been made and
delivered within the State of Washington, and it is agreed by each party hereto
that this Agreement shall be governed by laws of the State of Washington, both as
to interpretation and performance.
22.2 Any action of law, suit in equity, or judicial proceeding for the enforcement of
this Agreement or any provisions thereof, shall be instituted and maintained only
in any of the courts of competent jurisdiction in Snohomish County, Washington.
23. Severability.
23.1 If, for any reason, any part, term or provision of this Agreement is held by a court
of the United States to be illegal, void or unenforceable, the validity of the
remaining provisions shall not be affected, and the rights and obligations of the
parties shall be construed and enforced as if the Agreement did not contain the
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particular provision held to be invalid.
23.2 If it should appear that any provision hereof is in conflict with any statutory
provision of the State of Washington, said provision which may conflict therewith
shall be deemed inoperative and null and void insofar as it may be in conflict
therewith, and shall be deemed modified to conform to such statutory provisions.
24. Entire Agreement.
The parties agree that this Agreement is the complete expression of the terms hereto and any oral
representations or understandings not incorporated herein are excluded. Further, any
modification of this Agreement shall be in writing and signed by both parties. Failure to comply
with any of the provisions stated herein shall constitute material breach of contract and cause for
termination. Both parties recognize time is of the essence in the performance of th e provisions
of this Agreement. It is also agreed by the parties that the forgiveness of the nonperformance of
any provision of this Agreement does not constitute a waiver of the provisions of this
Agreement.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
the day and year first hereinabove written.
CITY: PROFESSIONAL:
CITY OF ARLINGTON
Barbara Tolbert, Mayor
Attest:
________________________, City Clerk
City of Arlington Council Agenda Bill Item: WS #6 Attachment F COUNCIL MEETING DATE: September 9, 2019 SUBJECT: Cemetery Landscape Maintenance Services ATTACHMENTS: Southern by Design bidder’s qualifications and proposal and resolution DEPARTMENT OF ORIGIN Public Works / Cemetery; Jim Kelly, Director 360-403-3505 EXPENDITURES REQUESTED: $56,256 annually BUDGET CATEGORY: Cemetery Operating BUDGETED AMOUNT: $12,000 budgeted for 2019 LEGAL REVIEW: DESCRIPTION: Council is being asked to approve a resolution waiving minor bid irregularity and award the Cemetery Maintenance contract to the low bidder, Southern by Design. HISTORY: In 1998 the City of Arlington took over operation and maintenance of the Arlington Cemetery. Since assuming operations, the cemetery grounds maintenance has been performed by City M&O staff; with all of the additional responsibilities placed on the M&O Department this responsibility has become very burdensome. The Cemetery is financially self-sufficient and has the resources to fund contracted Cemetery Landscape Maintenance Services. As such, the City publically advertised for Cemetery Landscape Maintenance Services and received three bids. Southern By Design, the low bid, called before the bid due time saying they were in traffic and would try to make it by bid time; however, they showed up 20 minutes late. After conferring with the City Attorney, staff is recommending awarding the contract to Southern by Design
Reject all bids and continue to perform maintenance in house - Award Contract as advertised RECOMMENDED MOTION: Workshop; discussion only. At the September 16, 2019 Council meeting, the recommended motion will be, “I move to approve the resolution waiving minor bid irregularities and awarding the Cemetery Landscape Maintenance Services contract to Southern by Design Contractors in the amount of $56,256, and authorize the Mayor to sign the Cemetery Landscape Maintenance contract, pending review by the City Attorney.”
RESOLUTION NO. 2019-XXX
A RESOLUTION OF THE CITY OF ARLINGTON FINDING SOUTHERN BY DESIGN, LLC TO BE THE
APPARENT LOW BIDDER FOR THE CITY OF ARLINGTON CEMETERY LANDSCAPE MAINTENANCE
SERVICES
WHEREAS, the City of Arlington has solicited bids for purchased services known as the
City of Arlington Cemetery Landscape Maintenance Services (hereinafter the “Purchased
Services”); and
WHEREAS, the apparent low bidder on the Purchased Services, Southern by Design, LLC,
submitted a bid which was untimely though the apparent low bidder advised the City it was en
route to deliver its bid; and
WHEREAS, the City Council wishes to waive the irregularity in the bid submitted by
Southern by Design within the terms of the bid documents and the meaning of RCW 35.52.352;
NOW, THEREFORE, the Arlington, Washington City Council do hereby resolve as follows:
1.The City Council finds as follows:
a.The City of Arlington sought qualified contractors to bid on the City of
Arlington Cemetery Landscape Maintenance Services (“the Purchased Services”).
b. Southern By Design, LLC (“Southern”) submitted its bid packet in an
untimely manner, though it did contact the City to advise it was en route prior to the bid
opening.
c.The bid results were not opened or available to the public in such a way
that Southern By Design, LLC received a substantial advantage over other bidders.
d.Southern by Design’s bid is substantially less than the bids offered by
other bidders.
e.Public bidding is designed to prevent ‘fraud, collusion, favoritism, and
improvidence in the administration of public business' and to ensure that the public
entity receives ‘the best work or supplies at the most reasonable prices practicable.’
Gostovich v. City of W. Richland, 75 Wn.2d 583, 587, 452 P.2d 737 (1969) (quoting
Edwards v. City of Renton, 67 Wn.2d 598, 602, 409 P.2d 153 (1965)).
f.The bid documents clearly indicate that “The City reserves the right to
reject any or all proposals, to waive any minor informalities or irregularities contained in
any proposal, and to accept any proposal deemed to be in the best interest of the City”
g.The City Council further finds that it is in the best interests of the City to
accept the low bid.
RESOLUTION 2019-XXX
2.Based on the foregoing findings, the City Council hereby declares that the bid
submitted by Southern By Design, LLC. for the purchased services known as City of Arlington
Cemetery Landscape Maintenance Services is hereby accepted, that any irregularities therein
are waived, and Southern By Design, LLC is declared to be the “lowest responsible bidder” for
purposes of awarding the bid on that project.
APPROVED by the Mayor and City Council of the City of Arlington this _____ day of
September, 2019.
CITY OF ARLINGTON
____________________________________
Barbara Tolbert, Mayor
ATTEST:
________________________________
Wendy Van Der Meersche , City Clerk
APPROVED AS TO FORM:
__________________________________
Steven J. Peiffle, City Attorney