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HomeMy WebLinkAbout5.828 Original Contract s. gd fr LICENSE AGREEMENT FOR STAGE AT CITY PIER IN PORT ANGELES, WASHINGTON This Agreement is entered into this 1.:1 day of March, 2007, between the City of Port Angeles, hereinafter referred to as "City", and the Port Angeles Regional Chamber of Commerce, a non-profit corporation, hereinafter referred to as "Chamber". In consideration of the terms herein, the City and Chamber hereby recite, covenant, and agree as follows: I. As a public service, for the benefit and improvement of the community, Chamber intends to remove and dispose of the existing stage at the City Pier\Pavillion and then construct a new stage. The stage together with all associated lighting, wiring, and fixtures, may hereafter be referred to as "the facility." Once the facility is constructed, Chamber shall offer it to the City as a donation. II. Subject to the terms and conditions of this agreement, the City hereby grants Chamber a revocable exclusive license to construct the facility on City owned land at the City Pier\Pavillion, the location to be specifically approved by the City. This license may be revoked at any time by giving notice as provided in Section XV.B below. Upon completion of the facility in a manner satisfactory and acceptable to the City, the City shall accept the donation of the facility from Chamber. III. Terms and Conditions Relating to Construction ofthe Facility: A. The City agrees that it shall: 1. Provide electricity and water to the site; and 2. Advise Chamber if it finds any conditions at the facility or during construction which may be unsatisfactory and in need of change or correction; and 3. Allow Chamber freedom of design in the facility, provided that said design complies with generally accepted standards of the industry and that the same is approved or certified by a professional engineer licensed in Washington, and the final design is pre-approved by the City; and 1 4. Allow Chamber to build the facility; and 5. Subject to provisions of applicable City sign codes and subject to prior approval by the Public Works & Utilities Director, or his designee; allow the Chamber to erect and maintain a sign in the facility area during and after the term of this Agreement; and 6. Prior to the beginning of construction, allow Chamber to terminate this agreement upon sixty days written notice, without penalty. After the commencement of construction, allow Chamber to terminate without notice, provided the construction of the facility becomes cost prohibitive and Chamber agrees to remove the facility, or any portions of the facility that have been constructed, and to restore the stage at City Pier to its original condition, as it existed prior to any construction associated with the facility. B. Chamber agrees it shall: 1. Not have any ownership interest of any kind in the approved facility, and not exclude the City from utilizing the facility at any time and for any reason. 2. Design and construct the facility on the designated property to meet all requirements as set forth by the adopted plan and specifications; and 3. Obtain pre-approval from the City of the final design and construction details; and 4. Be responsible for obtaining all permits; and 5. Employ a professional engineer licensed in Washington or a person with equivalent qualifications to design the facility and provide supervision during construction of the facility; and 6. During site preparation and construction, secure, protect and maintain the site until it is completely finished; and at a minimum, the Chamber shall be required to place fencing and signs around the site to keep the public away during construction; and 2 7. Require the engineer, architect, or contractor to prepare as-built drawings of the facility, which shall be delivered to the City when the City accepts the facility; and 8. Clean the area used in construction of the facility to the satisfaction of the Public Works & Utilities Director, or his designee, following construction; and 9. Pay all expenses directly incurred by Chamber in a timely manner so as to avoid the creation of any liens; and 10. Indemnify, defend, and hold the City harmless from all claims, loss, injury, and damage arising during construction of the facility except for the sole negligence of the City; and 11. During construction, and until the facility is accepted by the City, provide Commercial General Liability insurance written on an occurrence basis with limits not less than $1,000,000 combined single limit per occurrence, per location and $2,000,000 aggregate for personal injury, bodily injury, and property damage, with coverage to include but not be limited to: blanket contractual; products/completed operations; broad form property damage; explosion, and collapse; and employer's liability if and when an employee is hired by Chamber; and the City shall be named as an additional insured on the insurance policy, and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance; and such certificate shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability; and the contractor's insurance shall be primary insurance as respect the City; and the City shall be given thirty (30) days prior written notice of any cancellation, suspension or material change in coverage. Failure to maintain acceptable insurance will result in the termination of this use agreement. 3 IV. The construction of the facility shall be performed as set forth in the Scope of Work, which is attached hereto as Exhibit A. Before proceeding with construction, the Contractor shall provide to the City Manager, or his designee, a construction schedule. V. Chamber shall not construct or allow construction of any ancillary facilities, except as approved by the City. VI. All work shall be performed in a timely manner. The target date for the opening of the facility is June 1, 2007. VII. Upon presentation of invoices, the City shall pay Chamber for expenses and materials used in construction of the project, provided, however, that in any event, the maximum amount the City shall pay to Chamber is $20,000.00 for a total expenditure. VIII. Record Keeping and Reporting. A. Chamber shall maintain accounts and records which accurately reflect the details of construction, costs, and design of the facility. These and all records relating to the performance of this Agreement shall be available for City inspection. IX. The relationship created by this Agreement is that of independent contracting entities. Chamber is not an agent or employee of the City. Chamber, as an independent contractor, shall control and direct the performance of the details of the work to be provided. X. Chamber shall protect, defend, save harmless, and indemnify the City, its officers, agents and employees from and against any and all claims, damages, losses and expenses, including reasonable attorney fees, occurring, arising or resulting from the performance of this Agreement. XI. Breach. In addition to all other rights and remedies available at law or in equity: A. In the event Chamber fails to abide by any of the terms of this Agreement, the City may send notice of breach of this Agreement and demand Chamber cure such breach within thirty (30) days. If the breach is not cured, the City can either (1) correct such breach and charge Chamber for any cost incurred; or (2) terminate this Agreement under XVI.B below. B. Should the City fail to abide by any of its obligations under this Agreement, Chamber, after ten (10) days' written notice of breach may (1) terminate this 4 Agreement according to XV.A below; or (2) bring suit to enforce this Agreement. Although the City retains the right to possession and use of the approved location, the City shall not unreasonably interfere with the Chamber's construction. City shall be liable to Chamber for any cost incurred due to its unreasonable interference. XII. The rights under this Agreement shall not be assigned and the duties under this Agreement shall not be delegated by either the City or Chamber. XIII. The signatories to this Agreement hereby represent that they have full legal authority to execute this Agreement on behalf of their respective entities. XIV. The parties agree that this Agreement is the complete expression of the terms hereto and any oral representation or understanding not incorporated herein is excluded. Further, any modification of this Agreement shall be in writing and signed by both parties. XV. Termination. A. In the event that the facility becomes cost prohibitive, Chamber may terminate this Agreement by giving to the City written notice of intent to terminate sixty (60) days prior to termination date. In that event, if so directed by City, Chamber shall return to its original condition any portion of City Pier that was disturbed by any work done in furtherance of this Agreement. B. The City may terminate this Agreement at any time and without cause by giving to Chamber written notice of intent to terminate sixty (60) days prior to termination date. IN WITNESS WHEREOF, the parties hereto have caused this License Agreement to be executed the day and year first hereinabove written. B Title E~ec. CITY OF PORT ANGELES By ~>Yz<a~ Title ~ 'YY7 ~~9z--- 5 G \Legal_Backup\AGREEMENTS&CONTRACTS\2007 Agrmts & Contracts\Chamber CIty PIer 021507 wpd 3/7/2007 ATTEST: h~~~ ~A. Becky J. U n, C Clerk Approved as to form: 1/: ~ 5~ William E. Bloor, City Attorney 6 Exhibit "A" City Pier Stage Replacement Scope of Services . Remove and dispose of existing stage. . Replace existing stage with a newly constructed stage with details as follows: o New stage will be 12" wide by 24' long and 24" high made of wood and painted with appropriate weatherproof paint. o Stage will have 3 double electrical outlets along the rear and 3- double outlets along the front. o Pipe sleeves will be installed along the outside of the rear stage to accept back-drop drape piping. o Stage will be handicap accessible by a ramp along one side. Ramp will have a flat surface at the top of the stage. Ramp will have required railing on one side. Stage will also have steps with appropriate railing. o Stage will have metal edging along all topsides. Stage will have skateboard protection installed. o Stage will have additional lighting with new control panel installed by Chamber of Commerce. 3 separate circuits, on/off only (no dimmers). . Chamber to secure all required construction permits. . New windscreens, along with metal work required to attach screens, will be purchased by the Chamber. . Metal work will be installed by the Chamber. . Windscreens installation will be provided by the City. . No sound system upgrades anticipated. . Chamber to supply all labor for stage construction and electrical installations. . Chamber to provide material list; City to purchase. . Chamber to submit invoices to City for payment. . Stage to be completed and operational by June 1, 2007. Estimated total proiect cost $15,000.00. $20,000.00 (not to exceed) Funding Source Hotel/Motel Lodging Tax 1:\Pler\New Stage.doc