HomeMy WebLinkAbout4.346 Original Contract
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AGREEMENT TO EXTEND
INTERLOCAL AGREEMENT
FOR OPERATION OF CITY FACILITY
THIS AMENDMENT is entered into thi~ /1 vrI" day of June, 2008, between the CIty of
Port Angeles, a code city of the State ofWashmgton, and Peninsula College, an institution of hIgher
educatIOn of the State of Washington, hereinafter referred to as "PC."
In consideratIOn of the above representations and the mutual covenants and agreements
specIfied herein, to be kept and performed by the partIes hereto, it is hereby agreed as follows:
I. On September 14,2007, the CIty and PC entered into an Interlocal Agreement for
OperatIOn of City Facility to foster, promote, and encourage publIc mterest and partIcipation in the
FeIro Marine Life Center (MLC). The Interlocal Agreement IS incorporated by this reference and
attached hereto.
II. The Interlocal Agreement dated September 14,2007 provided, in part, as follows:
7. TERM/TERMINATION. The term of thIS Contract shall be from July 1,
2007, through June 30, 2008; however, the Contract shall be subject to
renewal by agreement of the parties and shall be subject to termination at any
time by either party upon thirty days written notIce.
III.
as follows:
The Interlocal Agreement dated September 14,2007, IS hereby amended to provide
7. TERM/TERMINATION. The term of this Contract shall be from July 1,
2007, through December 31,2008; however, the Contract shall be subject to
renewal by agreement of the partIes and shall be subject to termination at any
time by eIther party upon thirty days written notice.
IV. Except as expressly provided above, the September 14,2007 Interlocal Agreement
for Operation of CIty Facility is hereby ratified, confirmed, and all other provisions of the September
14,2007 Interlocal Agreement remam the same.
IN WITNESS WHEREOF, the parties have executed this Agreement to Extend Interlocal
Agreement for OperatIOn of CIty Facility the date and year first above written.
CITY OF PORT ANGELES
egan, President
By: frjaJv f,. m~--/
Mark E. Madsen, City Manager
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ATTEST:
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APr~OV~D AS TO fM--
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Wilham E. Bloor, City Attorney
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INTERLOCAL AGREEMENT
FOR OPERATION OF CITY FACILITY
THIS AGREEMENT is made between the City of Port Angeles, a municipal corporation
of the State of Washington, hereinafter referred to as "City", and Peninsula College, an
institution of higher education of the State of Washington, hereinafter referred to as "PC".
In consideration of the above representations and the mutual covenants and agreements
specified herein, to be kept and performed by the parties hereto, it is hereby agreed as follows:
1. REPRESENT A nONS.
a. It is understood and agreed by the parties that the purpose of this Contract is to
foster, promote, and encourage public interest and participation in the Feiro
Marine Life Center (MLC).
b. In accordance with said purpose, it is the parties' intent that the presentation of
interpretive programs will enhance the experience of citizens and tourists visiting
the MLC.
c. PC represents that it has the staff, resources, expertise, and other qualifications
necessary to operate the MLC in a manner that will be consistent with said
purpose and intent.
2. SCOPE OF WORK.
a. PC will develop and administer programs for the Center. The programs
will include an educational component and an interpretive program with a
regular schedule of open visitation hours for the public.
b. PC will operate the MLC as follows:
July 1, 2007 - September 1,2007 Tuesday-Sunday 10:00 a.m. to 5:00 p.m.
Sept. 8,2007 - May 25,2008 Saturday & Sunday 12:00 p.m. - 4:00 p.m.
May 26,2008 - June 30, 2008 Tuesday-Sunday 10:00 a.m. - 3:00 p.m.
c. PC will collect admission fees, one-hundred percent of which will be
retained by PC to support operation ofthe MLC.
Contract For Operation of City Facility
MLC Interlocal Agreement 2007
Page I of4
d. The parties agree that by 2009 the operation and administration of the
MLC should be transferred to an independent, non-profit corporation that
will have sources of funding, adequate to sustain the MLC, other than the
City or PC. PC shall serve as the leader in pursuing that goal.
3. GIFT SHOP. The City hereby grants and accords to PC the right and privilege to
operate and conduct a MLC gift shop within the premises of the MLC. PC may
operate a gift shop and will ensure that it is an enhancement to the MLC.
4. ACCOUNTING. PC shall install and maintain accurate and appropriate
bookkeeping and accounting methods and shall permit the City to review the
records of proceeds generated from entrance. fees. Such records shall be made
available to the City upon request during normal hours of business.
5. MAINTENANCE/ UTILITIES. The City agrees to be responsible for
maintenance of the exterior building and grounds with the exception of the sea-
water system and exhibit structures, which will remain the responsibility of Pc.
PC will be responsible for utility service charges.
6. ALTERATIONS. No alterations or improvements may be made without the
express written consent of the City Manager. In the event such approval is given,
it is understood that such alterations or improvements shall become the property
of the City without compensation to PC at the expiration or termination in any
manner of this Contract. However, any equipment improvements such as, but not
limited to, aquariums, tanks, audio visual and office equipment owned by PC
shall remain the property of PC at the expiration or termination in any manner of
this Contract.
7. TERM/TERMINATION. The term of this Contract shall be from July 1, 2007,
through June 30, 2008; however, the Contract shall be subject to renewal by
agreement of the parties and shall be subject to termination at any time by either
party upon thirty days written notice.
8. PAYMENT AND STATEMENT OF SERVICES PERFORMED.
a. As full and complete compensation :for performance by PC, the City will
pay PC, under this Agreement, a monthly payment for services performed, as
invoiced, but not to exceed $15,000 per month and not to exceed a total of
$45,000 per year.
Contract For Operation of City Facility
MLC Interlocal Agreement 2007
Page 2 of 4
b. PC will contribute $15,000 towards the maintenance and operations of the
MLC.
9. OPERATING CONDITIONS. PC shall comply with the following conditions:
a. PC shall keep the premises in a clean and sanitary condition at all times
and shall be responsible for the .costs of janitorial supplies and services.
b. PC shall provide for the care and feeding of the marine animals and all
costs incurred to do so.
c. PC shall operate in compliance with the laws of the State of Washington,
all ordinances of the City of Port Angeles, and all regulations of the Port
Angeles Parks and Recreation Department, and will not allow the
violation of any of these laws, ordinances, or regulations by any other
party within the area in which the Feiro Marine Life Center is operated.
d. PC shall promptly pay all sales tax resulting from operation of the retail
store within the MLC.
e. PC shall not erect any sign on the premises or in the vicinity thereof
without obtaining the advance approval of the City.
f. During the term of this Agreement, the MLC facility may be used by the
PC for the purpose of conducting PC approved educational classes.
1 O. INDEMNIFICATION/INSURANCE.
a. Each party to this agreement shall be responsible for the negligence of its
own officers, agents and employees. No party shall be construed to be the
officer, agent or employee of the other. No party assumes any
responsibility of the other party for the consequences of any act or
omission of any person, firm or corporation not a party to the Contract. In
the event that the need for litigation arises in the administration of the
terms of this Contract, each party shall bear its own costs and attorney
fees. The venue of any such litigation shall be Clallam County,
Washington.
b. As an institution of higher education of the State of Washington, and as a
participant in the self insurance program of the State of Washington, PC
Contract For Operation of City Facility
MLC Interlocal Agreement 2007
Page 3 of 4
shall be responsible for any and all claims for damages that may result
from any act or omission on the part of PC.
11. ASSIGNABILITY. Neither this Contract nor any rights or privileges hereunder
shall be assigned without the prior consent of the City.
12. SURRENDER OF POSSESSION. PC shall immediately surrender possession of
the premises to the City in the event of premature termination of this Contract for
any reason, arid PC shall pay any cost or expenses incurred by the City to retain
possession where PC fails to comply with this provision.
13. NOTICES/TIME. Any notices required by the terms of this Contract or by law
shall be deemed to have been given when made in writing and deposited in the
United States mail, postage prepaid, and addressed to the last address provided by
the parties to each other. TIME IS OF THE ESSENCE for this Contract and for
each and every term, condition and provision herein.
14. SUCCESSORS/APPLICABLE LAW. The terms and conditions of this Contract
shall be binding on the parties hereto, their successors, administrators, and
assigns, and shall be construed in accordance with the laws of the State of
Washington.
15 . WAIVER. The waiver by the City of any breach of any term contained in this
contract shall not be deemed to be a waiver of such term for any subsequent
breach of the same or any other term.
IN WITNESS WHEREOF, the parties have executed this Contract this IY'T1f
day of ~~~ ,2007.
CITY OF PORT ANGELES
By: 7Yf~ z-~, -'
Mark E. Madsen, City Manager
Contract For Operation of City Facility
MLC Interlocal Agreement 2007
Page 4 of 4
ATTEST:
~~~~
.-" APPROVED AS TO%:. ~ RM:
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City Attorney
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Contract For Operation of City Facility
MLC Interlocal Agreement 2007
Page 5 of 4
Contract Amendment No. 2
FOR OPERATION OF A CITY FACILITY
ARTHUR FEIRO MARINE LIFE CENTER (MLC)
THIS CONTRACT AMENDMENT NO. 2 is made between the City of Port Angeles, a
municipal corporation of the State of Washington, hereinafter referred to as "City," and
Peninsula College, an institution of higher education of the State of Washington, hereinafter
referred to as "PC."
REPRESENTATIONS
1. The Parties entered into an agreement "For Operation of City Facility" effective May 1,
2004. That Agreement is incorporated by this reference and may hereafter be referred to
as "the Agreement." The Agreement expired on September 30, 2006. An amendment
was executed on October 17, 2006 extending the termination date to December 31, 2006.
2. Both Parties have agreed that an extension to the Agreement is in the best interest to the
Parties.
3. PC represents that it has the staff, resources, expertise, and other qualifications necessary
to operate the MLC in a manner that will be consistent with the Agreement.
AGREEMENT
In consideration of the above representations and the mutual covenants and agreements specified
herein, to be kept and performed by the parties hereto, it is hereby agreed as follows:
5. TERM OF EXTENSION: The term of the Agreement is extended an additional term,
not to exceed six (6) months, until June 30, 2007.
With the exception of the above amendment, all other terms of the Agreement are ratified and
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this agreement this
of DEt Tn K 2006
PENINSULA COLLEGE
CITY OF PORT ANGELES
By:
Mark E. Madsen, City Manager
Attest:
1 411
Becky J. '7 on ity Cl rk
28
Approved as to form:
z
William E. Bloor, City Attorney
3440
day
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Contract Amendment
FOR OPERATION OF CITY FACILITY
ARTHUR FEIRO MARINE LIFE CENTER (MLC)
THIS CONTRACT AMENDMENT is made between the City of Port Angeles, a municipal
corporation of the State of Washington, hereinafter referred to as "City," and Peninsula College,
an institution of higher education of the State of Washington, hereinafter referred to as "PC."
REPRESENTATIONS
1. The Parties entered into an agreement "For Operation of City Facility" effective May 1,
2004. That Agreement is incorporated by this reference and may hereafter be referred to
as "the Agreement." The Agreement expires on September 30, 2006.
2. Both Parties have agreed that an extension to the Agreement is in the best interest to the
Parties.
3. PC represents that it has the staff, resources, expertise, and other qualifications necessary
to operate the MLC in a manner that will be consistent with the Agreement.
AGREEMENT
In consideration of the above representations and the mutual covenants and agreements specified
herein, to be kept and performed by the Parties hereto, it is hereby agreed as follows:
The Agreement is amended as follows:
1. PC will provide staff to operate and maintain MLC up to 44 hours per week.
Maximum hours shall be as follows:
Marine Life Center Manager 30 hours /week
1 Assistant 14 hours /week
2. PC will feed and care for the marine animals and will pay all costs incurred to do
so.
3. PC will be responsible for minor maintenance and janitorial supplies and services.
4. City shall be responsible for any major maintenance and repairs or replacements
(i.e., pump replacements, HVAC, electrical and structural items).
5. Term of Extension: The term of the Agreement is extended through December
31, 2006.
6. Compensation: For the period October 1, 2006 through December 31, 2006, the City
shall pay to PC the sum of Four Thousand ($4,000.00) Dollars per month, not to
exceed the total amount of Twelve Thousand ($12,000.00) Dollars:
Personnel Costs /Benefits $10,000.00
Utilities 1,200.00
Feed 300.00
Minor maintenance and supplies 500.00
Total, not to exceed $12,000.00
7. Public Access. During the term of the Agreement, the MLC shall not be open to
the public, unless otherwise approved by the City.
8. Continued Use of Facility. During the term of the Agreement, the facility may be
used by the PC for the purpose of conducting educational classes offered by PC;
more specifically Thursdays from 1:00 P.M. TO 3:00 P.M.
With the exception of the above amendments, all other terms of the Agreement are ratified and
shall remain in full force and effect.
IN ITN SS WHEREOF, the parties have executed this agreement this f day
of U' W 2006.
PENINSUL COLLEGE CITY OF PORT ANGELES
By: By:
(r Mac E. Madsen, (tity Manager
Attest:
2
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RETURN ADDRESS:
City of Port Angeles
P.O. Box 1150
Port Angeles, WA 98362
2005 1155205
Ciailam
County
DOCUMENT TITLE: CONTRACT
OPERATION OF FEIRO MARINE LIFE CENTER(MLC)
CITY OF PORT ANGELES
PENINSULA COLLEGE
5
Lo
FILED FOR Ri:CuRt+ t.
2005 APP 26 n 2: 27
Contract
FOR OPERATION OF CITY FACILITY
THIS CONTRACT is made between the City of Port Angeles, a municipal corporation of the
State of Washington, hereinafter referred to as "City and Peninsula College, an institution of
higher education of the State of Washington, hereinafter referred to as "PC
REPRESENTATIONS
1. It is understood and agreed by the parties that the purpose of this Contract is to
foster, promote, and encourage public interest and participation in programs at the
Feiro Marine Life Center (MLC).
2. In accordance with said purpose, it is the parties' intent that the presentation of
interpretive and educational programs will enhance the experience of citizens and
tourists visiting the MLC.
3. PC represents that it has the staff, resources, expertise, and other qualifications
necessary to operate the MLC in a manner that will be consistent with said
purpose and intent.
In consideration of the above representations and the mutual covenants and agreements specified
herein, to be kept and performed by the parties hereto, it is hereby agreed as follows:
1. SCOPE OF WORK.
AGREEMENTS
PC will develop and administer the educational program for the Center, which
will include a published schedule of events. PC will develop and implement an
interpretive program at the MLC, which will include a regular schedule of open
visitation and public programs and outreach to regional fairs and events.
PC will provide a minimum of two paid staff on -site during all hours of operation.
PC will open, staff, and manage the MLC a minimum of six days per week,
including Saturdays and Sundays. PC will maintain hours of operation consistent
with maximum visitation of visitors to the waterfront, which will not be less than
seven hours per day.
PC will collect admission fees. The City will establish admission fees annually,
to be effective January 1 of each year. Not later than September 15 of each year,
PC will deliver to the City its comments and recommendations for admission fees
to be established for the following year. The collected admission fees will be
distributed according to the schedule attached as Exhibit A.
PC will administer and manage volunteer docent program including recruitment,
training and scheduling to assist with the operations of the Marine Life Center.
2. GIFT SHOP. The City hereby grants and accords to PC the right and privilege to
operate and conduct a MLC gift shop within the premises of the MLC. PC will
operate the gift shop commensurate with the high quality of service and products
typically provided in museum gift shops to ensure that it is an enhancement to the
MLC.
3. ACCOUNTING. PC shall install and maintain accurate and appropriate
bookkeeping and accounting methods and shall permit the City to review the
records of proceeds generated from entrance fees. Such records shall be made
available to the City upon request during normal hours of business.
4. MAINTENANCE/ UTILITIES. The City agrees to be responsible for
maintenance of the exterior building and grounds with the exception of the
seawater system and exhibit structures, which will remain the responsibility of
PC. The City will provide utility services without charge.
5. ALTERATIONS. No alterations or improvements may be made without the
express written consent of the Director of Parks and Recreation. In the event such
approval is given, it is understood that such alterations or improvements shall
become the property of the City without compensation to PC at the expiration or
termination in any manner of this Contract. However, any equipment
improvements such as, but not limited to, aquariums, tanks, audio visual and
office equipment owned by PC shall remain the property of PC at the expiration
or termination in any manner of this Contract.
6. TERM /TERMINATION. The term of this Contract shall be from May 1, 2004,
through September 30, 2006; however, the Contract shall be subject to renewal by
agreement of the parties and shall be subject to termination at any time by either
party upon thirty days written notice.
7. PAYMENT. The City will pay PC five monthly installments of $9,000, for a
total compensation of $45,000, as outlined in Exhibit B. PC will invoice the City
on or before the second Friday in May, June, July, August, and September 10, and
the City will pay on or before the last day of each month, for the month in which
services are performed.
8. OPERATING CONDITIONS. PC shall comply with the following conditions:
PC shall keep the premises in a clean and sanitary condition at all times.
PC shall operate in compliance with the laws of the State of Washington, all
ordinances of the City of Port Angeles, and all regulations of the Port Angeles
2
Parks and Recreation Department, and will not allow the violation of any of these
laws, ordinances, or regulations by any other party within the area in which the
Feiro Marine Life Center is operated.
PC shall promptly pay all sales tax resulting from operation of the retail store
within the MLC.
PC shall not erect any sign on the premises or in the vicinity thereof without
obtaining the advance approval of the City.
9. HOLD HARMLESS/ SEPARATE IDENTITY.
PC will indemnify, defend, and hold harmless the City, its agents, employees and
volunteers, from and against any and all liability arising from injury or death to
persons or damage to property resulting in whole or in part from (1) acts, errors,
omissions, or negligent acts of PC, its agents, servants, officers, or employees,
and (2) any and all liability arising from injury or death to persons or damage to
property resulting in whole or in part from conditions at or operation of MLC.
Neither party shall be construed to be the officer, agent or employee of the other.
10. ASSIGNABILITY. Neither this contract nor any rights or privileges hereunder
shall be assigned without the prior consent of the City.
11. SURRENDER OF POSSESSION. PC shall immediately surrender possession of
the premises to the City in the event of premature termination of this Contract for
any reason, and PC shall pay any cost or expenses incurred by the City to retain
possession where PC fails to comply with this provision.
12. NOTICES /TIME. Any notices required by the terms of this Contract or by law
shall be deemed to have been given when made in writing and deposited in the
United States mail, postage prepaid, and addressed to the last address provided by
the parties to each other. TIME IS OF THE ESSENCE for this contract and for
each and every term, condition and provision herein.
13. MEDIATION ARBITRATION. In the event of any dispute concerning the
terms of this Agreement or the breach thereof, the parties agree to make good
faith efforts to resolve such dispute through direct discussions. If such efforts are
unsuccessful, the parties agree to endeavor to settle the dispute by mediation. The
mediator shall be selected by agreement of the parties. Following mediation, if
either party gives to the other a written demand for arbitration, any unresolved
controversy or claim arising from or relating to this Agreement or breach thereof
shall then be submitted to binding arbitration. In that event, each party shall
appoint one arbitrator, and the two arbitrators first appointed shall appoint a third.
The three arbitrators shall then proceed to hear and decide the dispute. All fees
3
14. ATTORNEY FEES VENUE. In the event that litigation arises concerning the
interpretation of this contract or the operation of MLC, each party shall bear its
own costs and attorney fees. The venue of any such litigation shall be Clallam
County, Washington.
15. SUCCESSORS /APPLICABLE LAW. The terms and conditions of this Contract
shall be binding on the parties hereto, their successors, administrators, and
assigns, and shall be construed in accordance with the laws of the State of
Washington.
16. WAIVER. The waiver by the City of any breach of any term contained in this
Contract shall not be deemed to be a waiver of such term for any subsequent
breach of the same or any other term.
and expenses for mediation or arbitration shall be borne by the parties equally.
However, each party shall bear the expense of its own counsel, experts, witnesses,
and preparation and presentation of evidence.
IN WITNESS WHEREOF, the parties have executed this agreement this
day of 4 /e 2005.
Peninsula College
Barbara M. Martin
Vice President for
Administrative ServicF,s
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City of Port Angeles
Glenn A. Cutler,
Director of Public Works Utilities
ATTEST:
APPROVED AS TO FORM;
i
William E. Bloor, City Attorney
Marine Life Center Admissions Revenue Distribution
Admissions Amount Distribution to City
First $15,000 of Admissions 100 Percent
Collections
Admission Collections 0 Percent
between $15,001 and
$20,000
Admissions Collections
above $20,000
Exhibit A
50 Percent 50 Percent
Distribution to Peninsula
College
0 Percent
100 Percent
Attachment B
Marine Life Center Budget
Year 1 2004 1 2005 1 2006
Contract Amount 1 $45,000 1 $45,000 1 $45,000
Budget Detail:
Year 1 2004 1 2005 1 2006
Recreational /Educational/Interpretive $40,000 $40,000 $40,000
Programming
Repair and Maintenance 1 3,000 1 3,000 1 3,000
Capital Improvements 1 2,000 1 2,000 1 2,000
Total 1 $45,000 1 $45,000 1 $45,000