CONTRACT FOR SERVICES. City of Shelton and Forterra

CONTRACT FOR SERVICES City of Shelton and Forterra This Agreement is entered into by and between the City of Shelton, Washington, ("the City") and Forterra, ("the Consultant"), whose principal office is located at 901 5 th Avenue, Suite 2200, Seattle, WA 98164. WHEREAS, the City has determined the need to have community-based visioning for economic development in downtown Shelton; and WHEREAS, the City desires to have the Consultant perform such services pursuant to the following terms and conditions; NOW, THEREFORE, IN CONSIDERATION OF the mutual benefits and conditions set forth below, the parties hereto agree as follows: 1. Scope of Services to be Performed by Consultant. The Consultant shall perform facilitation and planning services as described on Exhibit A attached hereto and incorporated herein by this reference as if fully set forth in this contract. In performing such services, the Consultant shall at all times comply with all federal, state, and local laws applicable to the performance of such services and the handling of any funds used in connection therewith; this includes applicable prevailing wage requirements. 2. Compensation and Method of Payment. The City shall pay the Consultant for services rendered within thirty (30) days of receipt of an approvable invoice as well as the form set forth in Exhibit B attached hereto and incorporated herein by this reference. The Consultant shall provide planning and environmental services for this project at a cost not to exceed $54,000.00. Green Diamond Resources and Simpson Timber have jointly funded $18,000, and the Mason County Chamber of Commerce shall also fund $18,000. The City shall be responsible for no more than $18,000. This constitutes the entire compensation package and limits of the city s obligation for the described services. The Consultant shall complete and return Exhibit C, Tax Identification Number, to the City prior to or along with the first billing voucher submittal. The Consultant is required to have a City Business license and no payment will be made until one is obtained. 3. Provisions for Changes in Scope of Consultant Services. The Consultant agrees to perform those services which are described in Exhibit A attached hereto. Unless modified in writing and agreed to by both parties, the duties of the Consultant shall not be construed to exceed those services. The City and the Consultant agree that if additional duties are to be performed by the Consultant in the prosecution of this work, the Consultant shall submit an additional or supplemental work program and upon the City s approval, shall be compensated on the same terms of this contract as previously stated, or in a manner mutually agreed upon by both parties. 1

4. Duration of Agreement. This Agreement shall be in full force and effect for a period commencing on the date of the last signature affixed hereto and ending December 31, 2015, unless sooner terminated under the provisions hereinafter specified. 5. Ownership and Use of Documents. Upon performance of all the City s obligations under this Agreement, the latest documents, drawings, specifications, and other materials produced by the Consultant in connection with the services rendered under this Agreement shall be the property of the City whether the project for which they are made is executed or not. The City shall hold the Consultant harmless for the City's use of the documents, drawings, specifications, and other materials outside of the project intended. 6. Independent Consultant. The Consultant and the City agree that the Consultant is an Independent Contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties. Neither the Consultant nor any employee of the Consultant shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for paying, withholding, or otherwise deducting any customary state or federal payroll deductions, including but not limited to FICA, FUTA, state industrial insurance, state workers compensation, or otherwise assuming the duties of an employer with respect to the Consultant or any employee of the Consultant. In accordance with Shelton Municipal Code, for the privilege of accepting or executing a contract with the City of Shelton, irrespective of whether goods or services are delivered within or outside the city, or whether the person s office is within or outside the city, the consultant is subject to the licensing requirements and business and occupation tax levied in SMC Chapters 5.04.030 and 3.52.060. 7. Indemnification/Hold Harmless. Consultant shall defend, indemnify and hold the City its officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the acts, errors or omissions of the Consultant in performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. Should a court of competent jurisdiction determine that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, and volunteers, the Consultant's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Consultant's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 2

8. Insurance. The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, or employees. No Limitation Consultant s maintenance of insurance as required by the agreement shall not be construed to limit the liability of the Consultant to the coverage provided by such insurance, or otherwise limit the City s recourse to any remedy available at law or in equity. A. Minimum Scope of Insurance Consultant shall obtain insurance of the types described below: 1. 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. 2. 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 Consultant s Commercial General Liability insurance policy with respect to the work performed for the City. 3. Workers Compensation coverage as required by the Industrial Insurance laws of the State of Washington. 4. Professional Liability insurance appropriate to the Consultant s profession. B. Minimum Amounts of Insurance Consultant shall maintain the following insurance limits: 1. Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 2. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 3. Professional Liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. C. Other Insurance Provision The Consultant s Automobile Liability and Commercial General Liability insurance policies are to contain, or be endorsed to contain that they shall be primary insurance as respect the City. Any Insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor s insurance and shall not contribute with it. D. Acceptability of Insurers Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Verification of Coverage Consultant shall furnish the City with original certificates and a copy of the amendatory 3

endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. F. Notice of Cancellation The Consultant shall provide the City with written notice of any policy cancellation, within two business days of their receipt of such notice. G. Failure to Maintain Insurance Failure on the part of the Consultant to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days notice to the Consultant to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with 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 Consultant from the City. 9. Record Keeping and Reporting. A. The Consultant shall maintain accounts and records, including personnel, property, financial, and programmatic records, which sufficiently and properly reflect all direct and indirect costs of any nature expended and services performed pursuant to this Agreement. The Consultant shall also maintain such other records as may be deemed necessary by the City to ensure proper accounting of all funds contributed by the City to the performance of this Agreement. B. These records shall be maintained for a period of seven (7) years after termination hereof unless permission to destroy them is granted by the Office of the Archivist in accordance with RCW Chapter 40.14 and by the City. 10. Audits and Inspections. The records and documents with respect to all matters covered by this Agreement shall be subject at all times to inspection, review, or audit as allowed by law during the performance of this Agreement. The City shall have the right to conduct an audit of the Consultant's financial statement and condition and to a copy of the results of any such audit or other examination performed by or on behalf of the Consultant. 11. Termination. This Agreement may at any time be terminated for any reason by the City upon giving to the Consultant thirty (30) days written notice of the City's intention to terminate the same. If the Consultant's insurance coverage is canceled for any reason, the City shall have the right to terminate this Agreement immediately. Consultant will be paid for satisfactory work performed through the date of termination. 12. Discrimination Prohibited. The Consultant shall not discriminate against any employee, applicant for employment, or any person seeking the services of the Consultant under this Agreement on the basis of race, color, religion, creed, sex, age, national origin, marital status, or presence of any sensory, mental, or physical handicap. 4

13. Assignment and Subcontract. The Consultant shall not assign or subcontract any portion of the services contemplated by this Agreement without the prior written consent of the City. 14. Entire Agreement. This Agreement and Exhibits A, B, & C contain the entire agreement between the parties hereto, and no other agreements, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or bind either party. Either party may request changes to the Agreement. Proposed changes, which are mutually agreed upon and signed by each parties authorized signatory, shall be incorporated by written amendments to this Agreement. 15. Notices. The designated project representative for the City of Shelton is: Steve Goins CED Director City of Shelton 525 West Cota Street Shelton, Washington 98584 Phone number: (360) 432-5136 Email: sgoins@ci.shelton.wa.us Notices to the City shall be sent to the address noted above. Notices to the Consultant shall be sent to the following address: Lindsay Fromme Project Manager Forterra 901 5 th Avenue, Suite 2200 Seattle, WA 98164 Phone number: (206) 905-6946 Email: Lfromme@forterra.org 16. Applicable Law; Venue; Attorneys Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be exclusively in Mason County, Washington. The prevailing party in any such action shall be entitled to its attorneys fees and costs of suit. 17. Representation of Consultant. The Consultant represents to the City that it has no conflict of interest in performing any of the services set forth in Exhibit "A." In the event that the Consultant is asked to perform services for a project with which it may have a conflict, it will disclose such conflict to the City. At the discretion of the City, the City may direct the Consultant to refrain from entering into a contract with representatives of the conflicting project. 5

18. Invoice and Activity Report. The Consultant shall provide an activity report with each invoice highlighting services provided during the billing period, upcoming activities, and emerging management issues. CONTRACT SIGNATURES DATED this day of, 20 CITY OF SHELTON CONSULTANT NAME By:_ Gary H. Cronce, Mayor Printed Name and Title: By: Signature Printed Name and Title: Name, Title (Typed). Attest/Authenticated: City Clerk (or witness to signature) 6

EXHIBIT A Forterra Contract Scope & Budget Project Understanding The City of Shelton, in coordination with The Shelton-Mason County Chamber of Commerce and Green Diamond and Simpson, will establish a community-based vision and action plan for downtown Shelton that builds on existing planning and capital projects. The resulting strategy will emphasize means for promoting walkability and supporting economic development for existing and future businesses in the downtown core. Forterra and partners will facilitate a community discussion that leads to practical plans for downtown revitalization in Shelton. The community-based visioning will occur in coordination with City staff and in consultation with the Shelton-Mason County Chamber of Commerce. A final report will be provided to the City that includes community feedback, recommendations, diagrams and sketches, and points to further resources for Shelton. Scope of Services The Consultant Scope of Services will result in the completion of several community workshops and a final report. The project will contain the following components: Phase 1: Start-up and stakeholder engagement Phase 2: Downtown urban design workshops and plan Phase 1. Start-up and stakeholder engagement 1.1 Forterra will initiate the project with funding and technical partners. Forterra will coordinate partners, conduct background research and host initial stakeholder meetings. 1.2 The Walkable and Livable Communities Institute will lead a downtown walking audit. The walking audit will tour downtown Shelton, compare existing conditions to best practices, and get community input on how best to make improvements. Mithun will participate in stakeholder events to gather information for Phase 2. The Walkable and Livable Communities Institute Scope of Work: A. Coordination and Review The community representative will provide to the WALC Institute team any draft documents related to walkability and bikeability in Shelton for review at least one week in advance of the 7

onsite events. The team will review the document(s) and be prepared to discuss the contents during the onsite events. B. Onsite Events Active Living Workshop The WALC Institute team will collaborate with city representatives to conduct meetings, site assessments and other discovery work scheduled for 2015 to assess how walkability and bikeability in Shelton can meet the city s desired outcomes: a connected roadway system that supports all users and that spurs quality economic development. The WALC Institute team proposes a briefing with appropriate project team representatives and local leaders, a short capacity-building presentation and discussion about best practices in active transportation, site assessments and meetings during which the WALC Institute team will learn about existing conditions, share observations and discuss findings regarding key challenges and opportunities. a) Pre-Brief Upon arrival mid-day on Day 1, the Institute team, including two WALC Institute staff members, will pre-brief with the City s project team to reaffirm the objectives of the events, further discuss the approach and confirm scheduling and logistics. Two hours should be allocated for this pre-brief session. It can begin or end over a meal if the schedule allows. b) Assessment The City and Institute team will spend the afternoon assessing the condition of Shelton roadways, traffic safety and connectivity, and preparing presentations, incorporating images and thoughts from a discovery tour. Together with the project s key representatives, the Institute team will conduct site assessments via one or more windshield (driving) or walking discovery tours; document existing conditions through photography; evaluate conditions for walkability, bikeability and economic development; and begin collecting information for meetings with transportation staff and other decision makers and stakeholders. The assessment will include portions of the downtown area. c) Public Workshop and Walking Audit A public presentation or a short-format public workshop will be held to build capacity and awareness amongst lay audiences and participants representing broad crosssections of the community. The event includes an overview presentation explaining the importance of designing streets for all ages and illustrating best practices, and could include a short walking audit to help participants better understand walkability concepts and discuss specific opportunities. If time is available, the workshop can be scheduled to include sessions that help participants clarify the community s values, identify how walkability and bikeability supports those values, and create communitybacked priorities and next steps for implementing the project. Walkable and Livable Communities Institute Schedule PREBRIEF, DISCOVERY AND PUBLIC PRESENTATION Day 1 12noon Pre-Brief with project leaders 8

2pm 4-6pm 6pm 6:30-7:30pm Discovery tour Private preparation time Arrive at public meeting location One-hour presentation and conversation ACTIVE LIVING WORKSHOP Day 2 8am Arrive onsite 8:30am Meeting and presentation with local leaders 10am Walking Audit 12 noon Lunch 1pm Debrief from Walking Audit 1:45pm Facilitated group discussion and Q&A to get public input on the presentation, to share inspirations, key concerns & suggestions, and to discuss some of the challenges and opportunities in Shelton 2:30pm Development of Action Plan 3pm End of public workshop: Debrief with Leadership Team 3:45pm Conclude Walkable and Livable Communities Institute Deliverables Photos and Power Point Slides Within two weeks after the site visit, the WALC Institute will provide the Client with (1) the photographs captured during the site work, and (2) the Power Point presentations delivered. Report The WALC Institute will produce a text-only memo summarizing everything discovered and recommended by Institute staff during the workshop. The City of Shelton/Forterra will be able to review the WALC Institute draft report before the final version is submitted. Photo-- Vision The WALC Institute will deliver one (or more) draft before-and-after single or multi-phase photovisions of an area selected in coordination with the leadership team. This is a highquality visual representation of what a local site could look like when adapted to support people-friendly streets, redevelopment and other elements the community desires. Examples of photo-visions are available to view at http://www.walklive.org/how-wehelp/photo-visions/. The photo-vision will be provided both as two jpegs (before and after images) and embedded in a PowerPoint show. If revisions are needed, the team will provide one set of consolidated review comments, and revisions will be completed within one calendar week. Phase 2. Downtown urban design workshops and plan 2.1 Planning and design firm Mithun will co-host a kick-off workshop, lead an opportunity and vision workshop and prepare a downtown vision plan, including a context diagram, high level urban design and development framework diagram and up to three high-level sketch type 3D 9

rendered views. Mithun and Forterra will shape the vision and recommendations into a clear and attractive plan for downtown redevelopment. Mithun Scope of Work: A. Project Start-Up, Discovery and Information Gathering Mithun will review and confirm the project scope, schedule, and fee with the City of Shelton and Forterra and execute an agreement. Mithun staff with participate in a Walking Audit facilitated by Dan Burden in Shelton. Hold a short Kick-Off meeting after the Walking Audit to confirm agreed upon project goals, purpose, and schedule. Mithun will confer with Forterra to prepare a Workshop agenda, including activities and outcomes. Forterra will coordinate with the City on logistics. Forterra will coordinate with the City to provide previously developed materials and work with the City on a summary of relevant policies and potential implementation tools and/or funding mechanisms. The City will provide maps for use in the planning process and Forterra will print out large versions for workshops. Mithun will review materials, previous plans for site, and the planning process to date for the site and context. Mithun will complete a high-level contextual analysis to understand the location and relationship of Downtown to other neighborhoods, assets, transportation, and landmarks. B. Opportunity and Vision Framework Workshop Mithun will work with Forterra to co-facilitate a one-day (6-8 hours) community workshop in Shelton with attendance of 2-3 Mithun staff. This proposal includes the workshop and travel time. During the Community Workshop, Mithun will work with Forterra, stakeholders and key sponsors to develop a vision and goals, and to identify unique opportunities based on community character and sustainable urban design strategies. By the end of the workshop, the Mithun team will produce graphics to describe a vision for Downtown, including unique opportunities based on community character, potential for differentiation, and sustainable urban design strategies. This vision will be based on the direction that is developed over the course of the workshop. The vision and level urban design and sustainable development framework can act as a compelling story and support vibrant community development over time. During or prior to the Workshop, City staff, SAVER, or Forterra may be interested in conducting interviews or focus groups to solicit input and direction. C. Sustainable Urban Design Plan and Documentation Refine the final presentation materials from the Workshop, including incorporation of one coordinated round of comments from the City. Document the preferred option with a series of high-level graphics and a narrative to define the vision, goals, framework, strategies, and recommended next steps. One to two high-level sketch types, threedimensional views of the design vision will be included. Mithun will provide this content to Forterra, who will package and prepare the final report/ deliverable. Mithun will hold a videoconference meeting to present the final report with Forterra and answer questions in a 1 ½-hour session. Meetings and Work sessions Included: 1 0

Team coordination meetings (this scope includes up to 12 hours of teleconference coordination calls) Participate in Walking Audit in Shelton (one half-day, 1-2 staff) One Community Workshop in Shelton (one day/ 6-8 hours, 2-3 staff) Final Session Videoconference (1-2 staff, 1.5 hours) Information from the Client The City will provide the following information to Mithun for use in this scope of work and in alignment with the project schedule: 1) Comprehensive base map of the study area including topography, existing buildings, and road alignments as available. Information regarding major easements or infrastructure. City GIS and LiDAR data, if available, including but not limited to downtown land use, setbacks, and other relevant and available data. Forterra will print and provide the maps to be used in the Community Workshop. 2) Downtown Study Area Land Use Code provisions, including applicable regulations from the Shelton Municipal Code, Comprehensive Plan, and other policy documents. 3) Information regarding current transportation infrastructure, current state, and any planned transportation or infrastructure improvements. Information, as available, regarding pedestrian, bicycle, and vehicular collisions or identified traffic safety hot spots. Deliverables: Forterra will prepare a final Downtown Visioning Plan. The Vision Plan will be based on content and community vision developed in the workshop, and by Mithun, including recommended next steps. The final report will be packaged with an executive summary and inclusion of any relevant graphics, as a PowerPoint and 8 ½ x 11 book, approximately 20-30 pages. Presentation package including a range of graphics to be used by the City. Package will be provided in electronic format. Mithun will provide: o Vision statement and components: big ideas and differentiators for Downtown Shelton o Context diagram to identify relationships with major landmarks, assets, the role of Downtown, and synergies including transportation and access o High level urban design and sustainable development framework diagram identifying major nodes, gateways, and development / investment opportunities o One to two high-level sketch type, three-dimensional views to describe the vision o Recommended near term catalyst actions and next steps Forterra will develop a recommendations report that reflects community feedback, incorporates graphics and recommendations from the WALC institute and Mithun, and points to further resources for Shelton. 1 1

Project Schedule Cost Estimate Phase 1 Forterra Meetings WALC Mithun Subtotal Task 1.1 Start-up -Background research $1,650 $1,650 Task 1..1 Start-up - Stakeholder meeting $1,920 $200 $6,000 $2,190 Task 1.2 - Walking audit $1,800 $12,705 $14,575 Phase 1 total $5,370 $200 $12,705 $ 6,000 $24,415 Phase 2 Task 2.1 - Community Workshop $3,840 $22,400 $26,240 Task 2.2 - Final report $2,550 $2,550 Phase 2 total $6,390 $22,400 Travel, printing and miscellaneous $795 TOTAL $11,760 $200 $12,705 $28,400 $54,000 1 2

EXHIBIT B City of Shelton Billing Voucher To: City of Shelton Submittal No.: 525 West Cota Shelton, Washington 98584 Phone: (360) 426-9731 FAX: (360) 426-7746 Consultant: Telephone: ( ) Mailing Address: Project Title: Contract Period: Reporting Period: Amount requested this invoice: $ Invoice Number: Date of Invoice: (Attach Invoice) Authorized Signature -------------------------------------------------------------------------------------------------------------------- BUDGET SUMMARY Total contract amount Previous payments Current request Total requested this contract to date Balance remaining $ $ $ $ $ Note: If applicable, submit a separate voucher for each project, which is funded by your City of Shelton contract. -------------------------------------------------------------------------------------------------------------------- For Department Use Only CED Director Date: 1 3

EXHIBIT C CITY OF SHELTON 525 West Cota Street Shelton, WA 98584 Phone: (360) 426-9731 FAX: (360) 426-7746 TAX IDENTIFICATION NUMBER In order for you to receive reimbursement from the City of Shelton, we must have either a Tax Identification Number or a Social Security Number. The Internal Revenue Code requires a Form 1099 for payments to every person or organization other than a corporation for services performed in the course of trade or business. Please complete the following information request form and return it to the City of Shelton before or along the submittal of the first billing voucher. Please check the appropriate category: Corporation Partnership Government Agency Individual/Proprietor _X Other (please explain) 501.c.3. Tax Identification #: 94-3112461 Social Security #: _ Print Name:Skip Swenson_ Print Title:_Managing Director Business Name: Forterra_ Business Address: 901 5 th Avenue, Suite 2200 Business Phone:206-292-5907 Business e-mail:finance@forterra.org Authorized Signature (required) Date 1 4