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HomeMy WebLinkAbout5.419 Original Contract .oJ 5, <//1 Federal Aid No. 7542/7544 CONSULTANT AGREEMENT FOR ACQUISITION SERVICES THIS AGREEMENT, made and entered into on this /8t:L day of ~.l.O IY\~ 0 J ,_ 1996, by and between the CITY OF PORT ANGELES, Washington, hereinafte ailed the "AGENCY" and the consulting firm of PHAROS CORPORATION, whose address is 310 Waterfront Park, Building 1311 Railroad Avenue, Edmonds, the location in Washington State at which work will be available for inspection, hereinafter called the "CONSULTANT". WHEREAS, the AGENCY has not sufficient qualified employees to accomplish the Right-of- Way Acquisition and Relocation Services on this proposed contract and the AGENCY deems it advisable and is desirous of engaging the professional services and assistance of a qualified consulting firm to provide the necessary acquisition services, and WHEREAS, the CONSULTANT has indicated that they desire to do the work set forth in the Agreement upon the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the terms, conditions, covenants, and performances contained herein below, the parties hereto agree as follows: I PROJECT IDENTIFICATION The project is entitled: Lauridsen BoulevardlEdgewood Drive Realignment. The property is located in Sections 7 and 8, Township 30 North, Range 6 West, W.M. The project consists of nineteen (19) parcels of real property to be acquired for highway purposes, and as shown on the AGENCY right-of-way plans which is made reference to and made a part of this contract. II SCOPE OF WORK The CONSULTANT shall acquire on behalf of the AGENCY the real property referenced in Section I of the Agreement, using procedures specified by the AGENCY and in accordance with the Washington State Department of Transportation Right-of-Way Manual, which by this reference is made a part of this Agreement. The service rendered by the CONSULTANT shall be as follows: A. ACQUISITION: Upon notification and receipt of Determination of Value from the AGENCY, the CONSULTANT will commence negotiations. If it becomes apparent that negotiations have reached an impasse and sufficient time has passed for the property owner to make a settlement decision, then the CONSULTANT shall provide the AGENCY with written notification. The filing of condemnation proceedings shall be the responsibility of the AGENCY. Upon completion of negotiations with property owners and clearing of all lien encumbrances, the CONSULTANT shall transmit to the AGENCY all instruments, including payment vouchers, for their acceptance or rejection. The recording of instruments and payment to property owner will be the responsibility of the AGENCY. B. RELOCATION ASSISTANCE: The Contractor will provide relocation assistance services to all displacees on the project in accordance with state and federal standards and as directed by the City. III OBLIGATIONS OF CONSULTANT A. CONSULTANT shall prepare all documents necessary to convey to the AGENCY, valid title to the needed rights-of-way and report the results of negotiations, working time, and business expense on the project. B. CONSULTANT shall assure that no less than three personal contacts are made with each interested party (owner) in order to acquire valid title to needed property rights as shown on the project map or as instructed in writing by the AGENCY. C. CONSULTANT shall on the first (but no later than the second) contact explain the AGENCY's offer orally and in writing and request execution of appropriate conveyance by the owner to the AGENCY of needed rights-of-way in consideration of the amount of the offer made. D. CONSULTANT shall assure that negotiations shall be performed only to the limit of authority delineated by the title reports, project maps, determination of fair market value, manual of procedures, acquisition schedule, or written instructions issued by the AGENCY. E. CONSULTANT shall assure that a complete, legible diary of each contact to include the time, place, amount of offer, to whom offer was made, all parties present, and owner's response in a form furnished by the AGENCY and to be returned to the AGENCY for permanent records. F. CONSULTANT shall attempt to obtain release of all liens of encumbrances necessary to vest valid title to required property rights in the AGENCY. however. such liens or encumbrances that cannot be released, the CONSULTANT shall notify the AGENCY in writing for instructions. G. CONSULTANT on or before project cut-off date shall furnish transmittal of diary, miscellaneous correspondence, vouchers, and valid conveyances pursuant to all negotiated transactions or written recommendations pursuant to future negotiations in those cases where settlement failed. All work shall be submitted as completed to the AGENCY for acceptance or rejections. H. CONSULTANT shall provide relocation assistance to persons or businesses that will be displaced, computing relocation benefits, monitoring progress of individual relocations, and work within the requirements of the Uniform Relocation Assistance and Real Property Acquisition Act. I. CONSULTANT shall work such days and hours as may be necessary to meet with interested property owners that may not be available during regular working days or hours. J. CONSULTANT shall abide by deCisions made by the AGENCY on questions concerning acceptability of work performed on the project. All decisions made by the AGENCY are final. K. CONSULTANT shall correct any deficient work performed by him or his employees on the project and deliver corrected work to the AGENCY at his own expense. Corrected work shall be delivered to the AGENCY within ten (10) working days from the date of request. L. CONSULTANT shall remove any employee from assignment to this project immediately upon written request by the AGENCY. M. The CONSULTANT agrees to make available for inspection and audit all records of this Agreement to the AGENCY, state, and federal govemments at any time during the terms of this Agreement and for a period of three years from the date of final payment. N. CONSULTANT shall be available for consultation with AGENCY. state and federal representatives after completion of this Agreement should the need arise. Said consultation shall be contracted for by separate agreement if it involves litigation. IV OBLIGATIONS OF AGENCY A AGENCY shall furnish applicable manuals of procedures. appropriate policy directives concerning procedures or expense reimbursement, deviating instructions in writing, acquisition schedule, title reports, appraisals, determinations of fair market value, project maps, engineenng data, all pnnted forms for conveyancing or reporting negotiated transactions of recommendations according to AGENCY procedures. B. The AGENCY shall furnish final decIsions in writing on questions not covered by the above material. C. The AGENCY shall review and accept or reject any work performed by the CONSULTANT on the project in ten (10) working days or less from the date of receipt by the AGENCY. V COMPENSATION A. The CONSULTANT shall be paid on a monthly basis for work satisfactorily completed based upon the rates specified in Exhibit "AIf (attached) and such rates will be applicable throughout the life of the Agreement. B. The CONSULTANT shall, on or before the tenth day of each month, invoice the AGENCY for services rendered during the previous month identifying the project, parcels worked on, and days worked. CONSULTANT will also provide a written progress report on this project on a monthly basis. C. The total reimbursement of compensation and expenses for services under provisions of this Agreement is estimated to be Fourteen Thousand ($14,000.00) Dollars, Exhibit "A" (attached). The amount shall not be exceeded without execution of an amendment to this Agreement. VI TIME OF BEGINNING AND COMPLETION A. The CONSULTANT shall not begin work under the terms of this Agreement until authorized in writing by the AGENCY. The time required, in calendar days, for completion of all work under this Agreement shall be ninety (90) days following written authorization to begin. B. Upon completion of this Agreement all documents and records shall be turned over to the AGENCY. VII AMENDMENTS AND REVISIONS Should the AGENCY make changes within the scope of this Agreement by giving notice to CONSULTANT and subsequently confirming such changes in writing. If such changes affect the cost or the time required for performance of this Agreement, an appropriate adjustment shall be made. No change by CONSULTANT shall be recognized without written approval by the AGENCY. Nothing in this article shall excuse CONSULTANT from proceeding with performance of the Agreement as changed hereunder. All changes shall be submitted as an amendment to the basic Agreement and approved by the State of Washington, Department of Transportation, before the work is undertaken in order to become eligible for federal participation. VIII ASSIGNMENT OF AGREEMENT CONSULTANT shall not assign this Agreement in whole or in part, nor shall CONSULTANT subcontract any of the work to be performed herem without the pnor written consent of the AGENCY. IX TERMINATION OF CONTRACT A. Agency may terminate this contract by notifying CONSULTANT thirty (30) days in advance of termination in writing by Certified Mail of its intentions so to do at any time and for any reason whatsoever. In the event of such termination, AGENCY shall be obligated to reimburse CONSULTANT for services performed and expenses incurred to date of termination at the rates set forth in Exhibit "AU herein, less prior interim payments, if any. Upon payment of such sums, AGENCY shall be discharged from all liability to the CONSULTANT hereunder and this Agreement shall be considered terminated unless extended in writing by mutual agreement between the parties hereto. B. Upon termination of contract under Paragraph A above, all documents, records, and file materials shall be turned over to the AGENCY by the CONSULTANT. C. All services to be rendered under this contract shall be subject to direction and approval of the AGENCY. X EMPLOYMENT The CONSULTANT warrants that he had not employed or retained any company or person, other than a bona fide employee working solely for the CONSULTANT, to solicit or secure this Agreement and that he has not paid or agreed to pay any company or person other than a bona fide employee working solely for the CONSULTANT, any fee, commission, percentage, brokerage fee, gifts, or any other consideration, contingent upon or resulting from the award or making of this contract. For breach or violation of this warranty, the AGENCY shall have the right to annul this Agreement without liability or, in it discretion, to deduct from the Agreement price of consideration or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. Any and all employees of the CONSULTANT, while engaged in the performance of any work or services required by the CONSULTANT under this Agreement, shall be considered employees of the CONSULTANT only and not of the AGENCY and any and all claims that mayor might arise under the Workman's Compensation act on behalf of said employees, while so engaged on any of the work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. The CONSULTANT shall not engage, on a full or part-time basis, or other basis, during the period of the Agreement, any professional or technical personnel who are, or have been at any time during the period of this Agreement, in the employ of the FHWA, state, or AGENCY, except regularly retired employees, without written consent of the public employer of such person. If during the time period of this Agreement, the CONSULTANT finds it necessary to increase his professional, technical, or clerical staff as a result of this work, he will actively solicit minorities through his advertisement and interview process. During the performance of this Agreement, the CONSULTANT, for itself, its assignees, and successors in interest, hereinafter referred to as the CONSULTANT, agrees as follows: A. COMPLIANCE WITH REGULATIONS: The CONSULTANT will comply with the regulation of the Department of Transportation relative to nondiscrimination in federally-assisted programs of the Department of Transportation Title 49, Code of Federal Regulations, Part 21, hereinafter referred to as the Regulations, which are herein incorporated by reference and made a part of this Agreement. B. NONDISCRIMINATION: The CONSULTANT, with regard to the work performed by it, will not discriminate on the grounds of race, religion, color, national origin, or sex in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The CONSULTANT will not participate either directly or Indirectly in the discrimination prohibited by Section 21.5 of the Regulations, including employment practices, when the contract covers a program set forth in Appendix A-11 of the Regulations. C. SOLICITATION FOR SUBCONTRACTORS, INCLUDING PROCUREMENT OF MATERIALS AND EQUIPMENT: In all solicitations, either by competitive bidding or negotiation made by the CONSULTANT for work to be performed under a subcontract, including procurement of matenals or equipment, each potential subcontractor or supplier shall be notified by the CONSULTANT of the CONSULTANT obligations under this contract and the Regulations relative to nondiscrimination on the ground of race, religion, color, national origin, or sex. D. INFORMATION AND REPORTS: The CONSULTANT will provide all information and reports required by the Regulations, or orders and instruction issued pursuant thereto and will permit. access to its books, records, accounts, other sources of information, and its facilities as may be determined by the AGENCY or the FHWA to be pertinent to ascertain compliance with such Regulations, orders and instructions. Where any information required by a CONSULTANT is in the exclusive possession of another who fails or refuses to furnish this information, the CONSULTANT shall so certify to the AGENCY or the FHWA as appropriate and shall set forth what efforts it has made to obtain the Information. E. SANCTIONS FOR NONCOMPLIANCE: In the event of the CONSULTANT's noncompliance with the discrimination provisions of this contract, the AGENCY shall impose such contract sanctions as it or the FHWA may determine to be appropriate, including, but not limited to: 1. Withholding of payments to the CONSULTANT under the contract until the CONSULTANT complies and/or 2. Cancellation, termination, or suspension of the contract in whole or part. F. INCORPORATION OF PROVISIONS: The CONSULTANT will include the provisions of paragraph (A) through (F) in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Regulations, orders, or instructions issued pursuant thereto. The CONSULTANT will take action with respect to any subcontract or procurement as the AGENCY or the FHWA may direct as a means of enforcing such provisions, including sanctions for noncompliance; PROVIDED, HOWEVER, that, in the event a CONSULTANT becomes involved in, or is threatened with, litigation with a subcontractor or supplier as a result of such direction, the CONSULTANT may request the AGENCY to enter into such litigation to protect the interests of the AGENCY and, in addition, the CONSULTANT may request the United States to enter into such litigation to protect the interests of the United States. XI INSURANCE Prior to beginning work under this Agreement, CONSULTANT shall provide evidence that policies providing the following coverage and limits of insurance are in full force and effect. 1. GENERAL COMPREHENSIVE LIABILITY: With respect to liability for injuries to or death of persons and with respect to liability for destruction of or damage to property, the insurance coverage shall be $500,000 combined single limit and such coverage shall include the special provisions listed below: a. The AGENCY shall be as an additional insured and the coverage shall be applicable to and protect the AGENCY from liability arising from or relating to CONSULTANT's activities relating to this Agreement. Such insurance shall be primary and other insurance maintained or carried by the AGENCY shall be separate and distinct and shall not be contributing with the insurance listed hereunder. b. Such insurance shall include a "Cross Liability" or "Severability of Interest" clause. c. Such insurance shall not include explosion, collapse, or underground exclusions commonly referred to as the "XCU" hazards. 2. AUTOMOBILE COMPREHENSIVE LIABILITY: With respect to liability for injury to or death of persons and with respect to liability for destruction of or damage to property, the AGENCY shall be insured and the insurance coverage shall be $500,000 combined single limit. Such insurance shall be primary and other insurance maintained or carried by the AGENCY shall be separate and distinct and shall not be contributing with the insurance listed hereunder. Failure of either or all of the Insured to report a claim under such insurance shall not prejudice the rights of the AGENCY thereunder. The AGENCY will have no obligation for the payments of premiums because of its being an insured under such insurance. None of the policies issued pursuant to the requirements contained herein shall be canceled, allowed to expire, or changed in any manner so as to affect the rights of the AGENCY thereunder until thirty (30) days after written notice of such intended cancellation expiration, or change. XII WAGE AND HOURS LAW COMPLIANCE CONSULTANT shall comply with all applicable provisions of the Fair Labor Standards Act and any other legislation affecting its employees and the rules and regulations Issued thereunder insofar as applicable to its employees and shall at all times save the AGENCY free, clear, and harmless from all actions, claims, and expenses arising out of said Act and rules and regulations that are or may be promulgated in connection herewith. XIII SOCIAL SECURITY AND OTHER TAXES CONSULTANT assumes full responsibility for the payment of all payroll taxes, use, sales, income, or other form of taxes, fee, licenses, excises, or payments required by any city, county, federal, or state legislation which are now or may during the term of the Agreement be enacted as to all persons employed by the CONSULTANT and as to all duties, activities, and requirements by the CONSULTANT in performance of the work on this project and under this contract and shall assume exclusive liability therefore, and meet all requirements thereunder pursuant to any rules or regulations. XIV DAMAGE CLAIMS CONSULTANT shall indemnify and hold harmless the AGENCY from and against all claims for any and all damage, including but not limited to claims for damage to property or claims of misrepresentation in negotiations, due to negligence of the CONSULTANT or its employees including court costs and attorney's fees, if any. XV CONTENT AND UNDERSTANDING The Agreement contains the complete and integrated understanding and agreement between the parties and supersedes any understandmg, agreement, or negotiation whether oral or written not set forth herein or in written amendments hereto duly executed by both parties. XVI ATTORNEY'S FEES If the AGENCY brings any action or SUIt relating to the enforcement of this Agreement or asking for any relief against CONSULTANT, declaratory or otherwise, arising out of this Agreement or if CONSULTANT brings any action or suit against the AGENCY, declaratory or otherwise, arising . out of this Agreement, then the prevailing party in any of these events shall be paid its reasonable attorney's fees and costs and expenses expended or incurred in connection with any such suit or action. XVII INDEPENDENT CONTRACTOR The CONSULTANT shall at all times be an independent contractor and not an employee of the AGENCY, and shall not be entitled to compensation or benefits of any kind except as specifically provided for herein. XVIII NOTICES Any notice given by either party to the other hereunder shall be served, if delivered in person, to the office of the representative authorized and designated in writing to act for the respective party, or if deposited in the mail, property stamped with the required postage and addressed to the office of such representative as indicated in this Agreement. Either party hereto shall have the right to change any representative or address it may have given to the other party by giving such other party due notice in writing of such change. XIX CONFLICT OF INTEREST The CONSULTANT hereby affirms that he has no present or contemplated future personal interest in the property, which is the subject matter of this Agreement. xx GOVERNING LAW This Agreement and the rights and obligations of the parties hereunder shall be govemed by the laws of the State of Washington. XXI AUTHORIZED REPRESENTATIVE In performing the services defined herein, CONSULTANT shall report to: Ken Ridout Phone: 360 417 4802 CONSULTANT's Representative is: Judith Shulman Phone: 2067447440 XXII APPROVAL OF AGREEMENT This Agreement shall become effective upon execution by the parties hereto. PHAROS CORPORATION PAR C IDATA\WPlPROJECTS\9107CON WPD EXHIBIT "A" PHAROS CORPORATION CITY OF PORT ANGELES AIRPORT ROAD AND EDGEWOOD DRIVE REALIGNMENT RIGHT-OF-WAY ACQIDSmONS COMPLETE TITLE SEARCHES Review preliminary title commitments for standard owners' coverage with copies of exceptions, furnished by City. 2. Make recommendations to City concerning which exceptions affect ownership and use of property. 3 . Work with City to determine which easements, etc must be removed. $ 1,000 PREPARE NOTICES AND DOCUMENTS 1 Review appraisals for each parcel. 2. Prepare for each owner a written statement and summary of offer of just compensation as required by state and federal statutes 3 Work with city attorney on purchase and sale agreement and conveyance documents. $ 2,000 NEGOTIA TIONS 1. Comply with statutes and regulations associated with contacts and notices. 2 Negotiate with landowners. 3. Negotiate with lienholders and clear title as necessary (up to 10 encumbrances). 4 Obtain executed conveyance documents. $ 8,000 . . ADMINISTRATION AND RECORD-KEEPING 1 Keep complete log of all contacts. 2. Prepare regular written status reports. 3. Regular telephone contacts with City on progress and any issues. 4. Maintain various project tracking documents to assist City. $ 1,000 CLOSE TRANSACTIONS 1. Obtain signatures on documents. 2. Obtain all necessary City approvals. 3. Obtain title policies consistent with purchase and sale agreement. 4. Prepare closing binders for City records. $ 2,000 TOTAL ESTIMATED FEES $14.000 The above estimate is based on acquisition of up to 32 tax parcels with 9 separate owners. Relocations have been estimated separately. Several parcels require negotiations with both the federal government and the Port of Port Angeles. We have assumed that the City has obtained surveys, legal descriptions and appraisals for each proposed acquisition. Statements will be furnished monthly detailing daily work and time. Fees will be based on actual time spent and reimbursable expenses. Hourly rates will be $100/hour for Judith Shulman and $60/hour for a senior negotiator. Administrative fees are included in the hourly rates. Reimbursable expenses include ferry charges, mileage at the IRS rate, copies, facsimile, and telephone charges, increased by 10%. Fees and expenses will not exceed the above quote without prior written consent. The estimate does not include (1) land purchase prices; (2) closing costs, including title insurance, taxes, escrow fees, recording fees, etc. If other tasks are required to be performed, or if negotiations exceed the industry standards for a good faith effort to negotiate (three to four in-person landowner contacts), or there are changes in pertinent information, we reserve the right to modify the estimate. 2