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HomeMy WebLinkAbout5.383 Original Contract 5.6Z3 , AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN CITY OF PORT ANGELES AND KCM, INC. RELATING TO: Feasibility Study for the Marine Laboratory THIS AGREEMENT is made and entered into this ~ day of , 1995, by and between the CITY OF PORT ANGELES, a non-charter code city ofthe State ashington (hereinafter called the "CITY"), and KCM, Inc., a Washington Corporation (hereinafter called the "CONSULTANT"). WHEREAS, the CITY desires to determine if an expansion of the Marine Laboratory is feasible; and WHEREAS, the CITY desires to engage the professional services and assistance of a qualified consulting firm to perform the scope of work as detailed in Exhibit A and Exhibit 8; and WHEREAS, the CONSULTANT represents that it is in full compliance with the statutes of the State of Washington for professional registration and/or other applicable requirements; and WHEREAS, the CONSULTANT represents that it has the background, experience, and ability to perform the required work in accordance with the highest standards of the profession; and WHEREAS, the CONSULTANT represents that it will provide qualified personnel and appropriate facilities necessary to accomplish the work; NOW, THEREFORE, in consideration of the above representations and the terms, conditions, covenants and agreements set forth below, the parties hereto agree as follows: SCOPE OF WORK The scope of professional services to be performed and the results to be achieved by the CONSULTANT shall be as detailed in the attached Exhibit A and Exhibit 8, and shall include all services and material necessary to accomplish the work. The CITY may review the CONSULTANT'S work product, and if it is not satisfactory, based on the criteria set forth in Exhibits A and 8, the CONSULTANT shall make such changes as may be required by the CITY. Such changes shall not constitute "Extra Work" as related in Section XI of this Agreement. The CONSULTANT agrees that all services performed under this Agreement shall be in accordance with the standards of the profession and in compliance with applicable federal, state and local laws. The Scope of Work may be amended upon written approval of both parties. II OWNERSHIP OF DOCUMENTS Upon completion of the work, all documents, exhibits, photographic negatives, or other presentations of the work shall become the property of the CITY for use without restriction and without representation as to suitability for reuse by any other party unless specifically verified or adapted by the CONSULTANT. However, any alteration or reuse of the documents, by the City or by others acting through or on behalf of the City, will be at 1 ~ the City's sole risk. III DESIGNATION OF REPRESENTATIVES Each party shall designate its representatives in writing. The CONSULTANT'S representative shall be subject to the approval of the CITY. IV TIME OF PERFORMANCE The CONSULTANT may begin work upon execution of this Agreement by bqth parties. The work shall be completed in accordance with the schedule set forth in the attached EXhib~A ~ V PAYMENT (S- The CITY shall pay the CONSULTANT as set forth in this section of the Agreement. Such payment shall be full compensation for work performed, services rendered, and all labor, materials, supplies, equipment and incidentals necessary to complete the work. A. Payment shall be lump sum on the basis of the CONSULTANT'S progress in completion of the work. B. The CONSULTANT shall submit invoices to the CITY on a monthly basis. Invoices shall be based on percent complete. C. The CITY shall review the invoices and make payment for the percentage of the project that has been completed less the amounts previously paid. D. The CONSULTANT'S invoices are due and payable within 30 days of receipt. In the event of a disputed billing, only the disputed portion will be withheld from payment. E. Final payment for the balance due to the CONSULTANT will be made upon the completion of the work and acceptance by the CITY. F. Payment for "Extra Work" performed under Section XI of this Agreement shall be as agreed to by the parties in writing. VI MAXIMUM COMPENSATION Unless otherwise agreed to in writing by both parties, the CONSULTANT'S total compensation and reimbursement under this Agreement, including labor, direct non-salary reimbursable costs and outside services, shall not exceed the maximum sum of $37,500.00. VII EMPLOYMENT Employees of the CONSULTANT, while engaged in the performance of any work or services under this Agreement, shall be considered employees of the CONSULTANT only and not of the CITY, and claims that may arise under the Workman's Compensation Act on behalf of said employees while so engaged, and any and all claims made by a third party as a consequence of any negligent act or omission on the part of the CONSULTANT'S employees while so engaged, on any ofthe work or services provided to be rendered herein, shall be the sole obligation and responsibility of the CONSULTANT. In performing this Agreement, the CONSULTANT shall not employ or contract with any CITY employee without the CITY'S written consent. 2 ~ VIII NONDISCRIMINATION The CONSULTANT shall comply with all applicable federal, state and CITY nondiscrimination regulations and with the CITY'S Equal Opportunity/Affirmative Action clause, which is set forth in the attached Exhibit E. IX SUBCONTRACTS A. The CONSULTANT shall not sublet or assign any of the work covered by this Agreement without the written consent of the CITY. B. The CONSULTANT will be using the firms submitted with its proposal as subcontractors. Subcontractors other than those listed shall not be permitted without the written consent of the CITY. C. In all solicitation either by competitive bidding or negotiation made by the CONSULTANT for work to be performed pursuant to a subcontract, including procurement of materials and equipment, each potential subconsultant or supplier shall be notified by the CONSULTANT of CONSULTANT'S obligations under this Agreement, including the nondiscrimination requirements. X CHANGES IN WORK Other than changes directed by the CITY as set forth in Section I above, either party may request changes in the scope of work. Such changes shall not become part of this Agreement unless and until mutually agreed upon and incorporated herein by written amendments to this Agreement executed by both parties. XI EXTRA WORK The CITY may desire to have the CONSULTANT perform work or render services in connection with this project, in addition to the Scope of Work set forth in Exhibit A and minor revisions to satisfactorily completed work. Such work shall be considered as "Extra Work" and shall be addressed in a written supplement to this Agreement. The CITY shall not be responsible for paying for such extra work unless and until the written supplement is executed by both parties. XII TERMINATION OF AGREEMENT A. The CITY may terminate this Agreement at any time upon not less than ten (10) days written notice to the CONSULTANT. Written notice will be by certified mail sent to the consultant's designated representative at the address provided by the CONSULTANT. B. In the event this Agreement is terminated prior to the completion of the work, a final payment shall be made to the CONSULTANT, which, when added to any payments previously made, shall compensate the CONSULTANT for the percentage of work completed. C. In the event this Agreement is terminated prior to completion of the work, documents that are the property of the CITY pursuant to Section II above, shall be delivered to and received by the CITY prior to transmittal of final payment to the CONSULTANT. XIII INDEMNIFICATION/HOLD HARMLESS The CONSULTANT agrees to indemnify the CITY from any claims, damages, losses, and costs, including, but not limited to, attorney's fees and litigation costs, arising out of claims by third parties for property damage and bodily injury, including death, caused solely by the negligence or willful misconduct of the CONSULTANT, CONSUL TANT employees, affiliated corporations, officers, and subcontractors in connection with the work performed under this Agreement. 3 The CITY agrees to indemnify the CONSULTANT from any claims, damages, losses, and costs, including, but not limited to, attorney's fees and litigation costs, arising out of claims by third parties for property damage and bodily injury, including death, caused solely by the negligence or willful misconduct of the CITY, CITY employees, or agents in connection with the work performed under this Agreement. Ifthe negligence or willful misconduct of both CONSULTANT and CITY (or a person identified above for whom each is liable) is a cause of such damage or injury, the loss, cost, or expense shall be shared between the CONSULTANT and the CITY in proportion to their relative degrees of negligence or willful misconduct and the right of indemnity shall apply for such proportion. 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 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. However, the CONSULTANT expressly reserves its rights as a third person set forth in RCW 51.24.035. XIV 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, employees or subcontractors. The CONSULTANT shall provide a Certificate of Insurance evidencing: 1. Automobile Liabilitv insurance with limits no less than $1,000,000 combined single limit per accident for bodily injury and property damage; and, 2. Commercial General Liabilitv insurance written on an occurrence basis with limits no less than $1,000,000 combined single limit per occurrence and $2,000,000 aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations; broad form property damage; explosion, collapse and underground (XCU) if applicable; and employer's liability; and, 3. Professional Liabilitv insurance with limits no less than $1,000,000 limit per occurrence. Any payment of deductible or self insured retention shall be the sole responsibility of the CONSULTANT. The CITY shall be named as an additional insured on the Commercial General Liability insurance policy, as respects work performed by or on behalf of the CONSULTANT and a copy of the endorsement naming the CITY as additional insured shall be attached to the Certificate of Insurance. The CITY reserves the right to review a certified copy of all required insurance policies in the CONSULTANT'S office. The CONSULTANT'S insurance 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. The CONSULTANT'S insurance shall be primary insurance as respects the CITY, and the CITY shall be given thirty (30) days prior written notice of any cancellation, suspension or material change in coverage. XV APPLICABLE LAW This Agreement shall be construed and interpreted in accordance with the laws of the State of Washington, and in the event of dispute the venue of any litigation brought hereunder shall be Clallam County. 4 XVI EXHIBITS AND SIGNATURES This Agreement, including its exhibits, constitutes the entire Agreement, supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. The following exhibits are hereby made a part of this Agreement: Exhibit A - Scope of Work and Schedule Exhibit B - Minimum Requirements [CERB] In WITNESS THEREOF, the parties hereto have executed this Agreement as of the day and year first written above. CITY OF PORT ANGELES CONSULTANT ~:K~~crd- MA OR ~~ TITLE:J! P <<oAf f tJc". APPROVED AS TO FORM: ~ ~~ A1J_ ,1ita1U1l.1A ATTORNEY va ",,- -- p' n_( ATTEST: ~U~le~ j~^- BECKY UP , C CLE - File CIWPlWP60DATAIAFORMSlMLAGMT 695 5 EXHIBIT A SCOPE OF SERVICES AND SCHEDULE ECONOMIC FEASIBILITY ANALYSIS FOR EXPANSION OF THE ARTHUR D. FEIRO MARINE LABORATORY The intent of this study is to provide an economic feasibility analysis to examine the potential for an expansion of the Arthur D. Feiro Marine Laboratory located on Civic Pier in Port Angeles. Capability to expand operations at the current location are to be examined along with two additional sites along the waterfront to the west. Feasibility and the extent of expansion are to be determined by (1) an analysis of the impact of an expanded and/or relocated facility that will contribute toward local and regionally adopted economic diversification goals aimed at enhancing tourism; (2) an evaluation of expanded facilities to attract and service a sufficient audience and range of uses which would support the ongoing O&M costs of the facilities; and (3) a projection of the potential to raise funds through a capital campaign to raise expansion funds. The five major tasks and estimated costs to complete these tasks are: Task 1 Market Analysis and Strategy Complete target market analysis considering market depth and characteristics, demand projections and market strategy development including identification of groups responsible for and capable of implementing the recommended strategies. Estimated Fee ... $8,500 Task 2 Program Plan Develop educationallresearchlinterpretive plan for expanded/relocated facility, conceptual plans in terms of exhibit focus, linkages to other regional educational, research and interpretive facilities and attractions, building parameters and compatible adjacent land uses. Estimated Fee ... $13,500 Task 3 Location/Site Analysis Define site requirements including physical capability of existing site to allow A-l , . . for expansion identification of other potential CSD waterfront locations, planning/ zoning/environmental requirements, utilities, traffic flow and parking. Estimated Fee ... $6,500 Task 4 Capital/Operating Budget and Financial Plan Develop budget level cost estimates for planning, design, construction, start- up and ongoing operations and maintenance. Develop preliminary business plan and strategic plan for capital fund-raising campaign. Estimated Fee ... $5,000 Task 5 Local Area Economic Impacts Develop projected local sales, payroll, employment and tax receipts generated by expanded facility. Estimated Fee ... $4,000 Note: In addition to fees shown, it is anticipated there will be an additional $12,500 in "in- kind" services to augment the KCM team efforts. The schedule for completion of this work is anticipated to be November 30, 1995. Milestones are projected as follows: . In August, at about 20% completion, the team will have collected and reviewed relevant information, developed a detailed outline of the final report, and will attend a one-day workshop with the client and members of the steering committee. The purpose of the workshop is to finalize criteria for the study, agree on the objectives and to "brainstorm" the possibilities that are available. . A 50% outline of work completed and findings will be submitted to the client for review in September. . In October, a draft plan will be presented to the client in a public forum at 75% complete to solicit comments prior to developing final study conclusions. . Twenty (20) copies of a final report will be submitted to the client. A-2 EXHIBIT B PrOject #T95-035 ATTAClTh1ENT#6 COMMUNITY ECONOMIC REVITALIZATION BOARD MINIMUM REQUIREMENTS ECONOMIC IMPACT ("FEASmll.ITY") STUDY GRANT The econonuc feasibility study must contain the folloWing minimum requirements: a. A product market analYSIS hnked to econonuc development. b A market strategy contalrung acuon elements linked to umelines. c. Idenuficauon of targeted mdustnes. d Idenuficauon of the group responsible for Implementing the marketing strategy Descnbe the group's capacity to complete the responsibility. e The site's appropnateness by addressmg, at nummum. appropnate zorung, envIronmental restncuons. and the site's adequacy to suppon the anuclpated development upon project compleuon. f A location analysis of other adequately served vacant industrial land. g Total funding for the public facllIues Improvements is secured or WIll be secured Wltlun a gIven ume frame. h. An analysIS of how the project WIll asSist local economic dIversmcauon efforts. Indicate the specific issues that WIll be addressed. List one or more economic outcomes that you expect from the proposed CERB proJect. k Descnbe the specific. quantifiable measures of the outcome(s) that w111 mdIcate success. Descnbe In measurable lenns \\ hat \ ou expect to be able to show as progress toward the outcome for each year before the \\ hole outcome has been achieved. Descnbe what data you Will collect to determme whether the outcome IS bemg aclueved. m Descnbe the data collecuon procedure Including when data WIll be collected. from whom and by whom. ACKNOWLEDGEMENT ::NSUL\l~~ hem /J.t,. if P. ~/~hr . Title. CONTRACTOR By' ~ k ~"^cr-d- Title: M~eCL , Date: Date: -, -~ -ctC; B-1