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HomeMy WebLinkAbout4952Contract Number: Vendor: Subject: Department: File Class: Begin Date: End Date: Review Date: Vault Date: 4952 MELINDA POSNER CONSULTING Navy Yard City-West Bremerton UGA Annexation Outreach DCD LEG 12-1 8/19/2010 3/30/2011 4/1/2011 Comments : PROFESSIONAL SERVICES AGREEMENT [Navy Yard City / West Bremerton UGA Annexation Outreach] The City of Bremerton ("City") and Melinda Posner Consulting ("Consultant"), referred to collectively as the "Parties," enter into the following Agreement for professional services: I. Scope: The Consultant agrees to perform the services more specifically described in the Scope of Work, dated August 1 1, 2010, including any attachments thereto , attached hereto as Exhibit A, which is incorporated by reference herein. The Scope of Work may be modified only pursuant to Section VII.G. of this Agreement. If the Scope of Work provides for unspecified additional services such services shall only be performed upon the express written request of the City. Consultant further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices in effect at the time such services are performed. II. Term: The City and the Consultant agree that work will begin on the tasks described in Exhibit A immediately upon execution of this Agreement. The parties agree that the work described in Exhibit A is to be completed as provided for in the work schedule attached hereto as Exhibit B; provided however, that additional time shall be granted by the City for excusable delays or extra work as provided for in section IX (A) of this agreement. III. Compensation: In consideration of the services provided pursuant to this Agreement, the City shall pay Consultant in an amount not to exceed $13,360.00. Consultant's charges and bills shall conform to the fee schedule attached hereto as Exhibit C and incorporated herein by this reference. The Consultant shall submit regular billing statements detailing work performed and amount charged on each task or portion thereof. The descriptions shall conform to and fall within the categories set out in the Scope of Work and/or Fee Schedule. Upon receipt of a conforming billing statement, the City shall promptly process payment. PROVIDED, HOWEVER, the City reserves the right to prioritize scoped work and accelerate and/or delay work tasks under the time frame set forth in Section II herein. The Consultant's labor rates and billing fees shall be as delineated in Exhibit C. Consultant shall not perform work beyond the Scope of Work, nor shall be compensated for such work, unless the Scope of Work or amount of compensation is modified pursuant to this Agreement. Consultant shall only be compensated for additional services if requested pursuant to Section I and, if not otherwise provided, such compensation shall be in accordance with Exhibit C. If a billing statement does not conform to this Agreement, the City may withhold payment until the statement is brought into compliance. Such withholding does not relieve Consultant of its obligations under this Agreement. Bremerton/Melinda Posner Consulting Navy Yard Ci / West Bremerton UGA Annexation Outreach Page 1 of 6 IV. Relationship of Parties: Consultant represents that it is skilled in the matters addressed in the Scope of Work and is performing independent functions and responsibilities within its field of expertise. Consultant and its personnel are independent Consultants and not employees of the City. Consultant and its personnel have no authority to bind the City or to control the City's employees and other Consultants. None of the benefits provided by the City to its employees, including, but not limited to, compensation, insurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub-Consultants of the Consultant. Consultant will be solely and entirely responsible for its acts and for the acts of Consultant's agents, employees, representatives and sub-Consultants during the performance of this Agreement. The City may, during the term of this Agreement, engage other independent Consultants to perform the same or similar work. As an independent Consultant, Consultant is responsible for its own management. The City's administration and enforcement of this Agreement shall not be deemed an exercise of managerial control over Consultant or its personnel. As an independent Consultant, Consultant is responsible for payment of all taxes and licensing fees necessary to perform its obligations under this Agreement. These taxes and fees include but are not limited to State industrial insurance, Business & Occupation, State professional licensing, and City business licensing. If any taxes or fees due the City have been declared delinquent, the City may withhold the delinquent amount, plus any additional charges arising from the delinquency, from any payments due Consultant. V. Indemnification: Consultant shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the performance of this Agreement, except for that portion of the injuries and damages caused by the City's sole negligence. The City's review or acceptance of any of the work when completed shall not be grounds to avoid any of these covenants of indemnification. 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, agents and volunteers, the Consultant's liability hereunder shall be only to the extent ofthe 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 . INDEMNIF[CATION. THL PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. The provisions of this section shall survive the expiration or termination of this Agreement. Bremerton/Melinda Posner Consulting Navv Yard Citv / West Bremerton UGA Annexation Outreach Page 2 of 6 VL 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, sub-consultants or sub-Consultants. Before beginning work on the project described in this Agreement, 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 $2,000,000 combined single limit per occurrence and general 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/claim. Any payment of deductible or self insured retention shall be the sole responsibility of the Consultant. All required policies shall be provided on an "occurrence" basis except professional liability insurance (if required), which may be provided on a"claims-made" basis. 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 an endorsement that is acceptable to the City, which names the City as an additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all the required insurance policies and endorsements. The City further reserves the right to reject any unacceptable policies and/or endorsements. The Consultant's Commercial General Liability 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 by certified mail, return receipt requested, of any cancellation, suspension or material change in coverage. The City also reserves its unqualified right to require at any time and for any reason, proof of coverage in the form of a duplicate of the insurance policy with all endorsements as evidence of coverage. VII. General Conditions: Bremerton/Melinda Posner Consulting Navy Yard Cit / West Bremerton UGA Annexation Outreach Page 3 of 6 A. Reaorts and Information: When requested by the City, Consultant shall furnish periodic reports and documents on matters covered by this Agreement. The reports and documents shall be furnished in the time and form requested. Consultant shall maintain accounting records in accordance with Generally Accepted Accounting Principles (GAAP) to substantiate all billed amounts. B. Ownership and Use of Records and Documents: Original documents, drawings, designs and reports, including those in electronic format, developed under this Agreement are the property of the City. All written information submitted by the City to the Consultant in connection with the services performed by the Consultant under this Agreement will be safeguarded by the Consultant to at least the same extent as the Consultant safeguards like information relating to its own business. If such information is publicly available or is already in Consultant's possession or known to it, or is rightfully obtained by the Consultant from third parties, Consultant shall bear no responsibility for its disclosure, inadvertent or otherwise. All data, documents and files created by Consultant under this Agreement may be stored at Consultant's office in Olympia, Washington. Consultant shall make such data, documents, and files available to the City upon its request at all reasonable times for the purpose of editing, modifying and updating as necessary until such time as the City is capable of storing such information in the City's offices. Duplicate copies of this information shall be provided to the City upon its request, and at reasonable cost. All documents, including all reports, drawings, specifications, computer software or other items prepared or furnished by Consultant pursuant to this Agreement, are instruments of service with respect to the project and are the property of the City. Any reuse by the City for other than the specific purpose intended will be at City's sole risk. C. Work Performed at Consultant's Risk: Consultant shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and sub-consultants in the performance of the work hereunder and shall utilize all protection necessary for that purpose. All work shall be done at Consultant's own risk, and Consultant shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work. D. Place of Work: The Consultant shall perform the work authorized under this Agreement at its offices in Olympia, Washington. Meetings with the City staff as described in Exhibit A, Scope of Work, shall take place at the City's offices, or at locations mutually agreed upon by the parties. E. Entire A�reement: This Agreement and its Exhibits constitutes the entire agreement between the Parties, and the Parties acknowledge that there are no other agreements, written or oral, that have not been set forth in the text of this Agreement. F. Severabilitv: Should any part of this Agreement be found void, the balance of the Agreement shall remain in full force and effect. Bremerton/Melinda Posner Consulting Navv Yard Citv / West Bremerton UGA Annexation Outreach Page 4 of 6 G. Modification: This Agreement may only be modified by written instrument signed by both Parties. H. Written Notices: All communications regarding this Agreement shall be sent to the parties at the addresses listed below by registered or 1 st class mail, or by personal service, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. City Address Lindse Sehmel 345 Sixth St, Suite 600 Bremerton. WA 98337 Consultant Address Melinda Posner 1432 37` Ol�mpia, WA 98501 L Waiver: Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision. Waiver of any right or power arising out of this Agreement shall not be deemed waiver of any other right or power. J. Non-Waiver of Breach: The failure of the City to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred in one or more instances shall not be construed to be a waiver or relinquishment of said covenants, agreements or options, and the same shall be and remain in full force and effect. K. Compliance with Laws: Consultant shall comply with all applicable Federal, State, and local laws in performing its obligations under this Agreement. L. Choice of Law and Venue: This Agreement shall be interpreted according to the laws of the State of Washington. Any judicial action to resolve disputes arising out of this Agreement shall be brought in Kitsap County Superior Court. M. Attorneys' Fees: In the event of litigation to enforce any of the terms or provisions herein, each party shall pay all its own costs and attorney's fees. N. Assi n�nt: Any assignment of this agreement by the Contractor without the written consent of the City shall be void. VIII. Nondiscrimination: Consultant shall not discriminate in employment or services to the public on the basis of race, color, national origin, sex, religion, age, marital status,,disability, or sexual orientation except for employment actions based on bona fide occupational qualification. IX. Termination: This Agreement shall remain in force until completion and acceptance of the services, terminated by written instrument upon mutual consent, or by the City of Bremerton for convenience. This Agreement may be immediately terminated for cause by a Party if the Bremerton/Melinda Posner Consulting Navy Yard City / West Bremerton UGA Annexation Outreach Page 5 of 6 other Party substantially fails to perform through no fault of the terminating Party, and the non- performing Party does not commence correction of the failure of performance within thirty (30) days of the terminating Party's sending notice to the non-performing Party. Any Notice by Consultant shall include a report showing the status of all items listed in the Scope of Work current through the termination date. If the City receives reimbursement by any federal, state, or other source for work described in Section I herein, and that funding is withdrawn, reduced or limited in any way, or the project is cancelled or substantially reduced after the execution date of this Agreement and prior to the completion of the work, the City may summarily terminate this Agreement. A. Excusable Dela� The right of Consultant to proceed shall not be terminated nor shall Consultant be charged with liquidated damages for any delays in the c;ompletion of the work due to: 1) any acts of the federal government in controlling, restricting, or requisitioning materials, equipment, tools, or labor by reason of war, national defense, or other national emergency; 2) any acts of the City, its consultants, or other public agencies causing such delay; and 3) causes not reasonably foreseeable by the parties at the time of the execution of the Agreement that are beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God, fires, floods, strikes, or weather of unusual severity. PROVIDED, HOWEVER, that the Consultant must promptly notify the City within ten (10) calendar days in writing of the cause of the delay. If, on the basis of the facts and the terms of this Agreement, the delay is properly excusable, the City shall, in writing, extend the time for completing the work for a period of time commensurate with the period of excusable delay. B. Ri h�pon Termination: In the event of termination, the City shall pay for all services performed by the Consultant to the effective date of termination, as described on a final invoice submitted to the City. After termination, the City may take possession of all records and data within the Consultant's possession pertaining to this project which may be used by the City without restriction. Any such use not related to the project which Consultant was contracted to perform shall be without liability or legal exposure to the Consultant. . • :' ' • /� � _ � �� : J,��. � �`� ,.�. �. - ; , � ♦ CONSULTANT ���� B /1�� o� � �ts:��yt Date: � / o A o form: / emerto ity Attorney Attest: ��� � � City lerk Bremerton/Melinda Posner Consulting Navy Yard City / West Bremerton UGA Annexation Outreach Page 6 of 6 EXHIBIT A 0 � � mpc � � r�e96��� ��sa�e� consulting � 1432 37th Avenue SE (360) 280-2670 Olympia, WA 98501 melindaC�mposnerconsulting.com Navy Yard City Annexation Public Outreach Program Scope of Work & Budget Revised — August 11, 2010 Scope of Work Task 1. Kick-off Meeting MPC will attend a project kick-off meeting with the city to discuss expectations and project roles, a list of data and information for project fact sheets, contacts for interviews, project schedule, and next steps. Deliverables Assumptions • Kickoff meeting notes • One in meeting with city staff Task 2. Stakeholder Interviews MPC will conduct up to 6 phone interviews with key stakeholders and property owners affected by the annexation. MPC will confirm interviewees with city staff, schedule and conduct interviews, and prepare summary notes. MPC will develop a brief bulleted summary of key themes and implications for the public outreach program. Deliverables Assumptions • Bulleted interview summary • City will provide contact info for known interviewees • Summary will include a list of key themes, comments not attributed to any individual Task 3. Refined Outreach Strategy Memo Based on the stakeholder interviews, MPC will prepare a memorandum that outlines the refined outreach strategy, including outreach meetings, materials development and specific tasks and timelines for outreach activities. The outreach strategy memo will address how the public outreach program aligns with the City's annexation process, including the RCW requirements for noticing to the county, fire district and boundary review board, development of an interlocal agreement, and approval of the annexation by ordinance. It is anticipated that the City will initiate the formal annexation process after the two annexation outreach meetings outlined in Task 6. Deliverables Assumptions • Outreach strategy memorandum Task 4. Outreach Materials Development MPC will develop communication materials with a graphic look consistent with city communication standards and to complement existing outreach materials developed by the city, if desired. MPC will write and design the following outreach materials: Deliverables . Assumptions • Annexation Outreach Meeting Flyers (2): 8.5 x • City will print/reproduce and distribute all 11, trifold mailer to inform and invite property communication materials owners to each outreach meeting. • City will provide one set of comments on draft • Annexation Brochure (1): 11 x 17, or other products format to present annexation information. • Graphic boards will be developed with existing • Annexation Comment Card (1): 8.5 x 5.5 information • Graphic Display Boards (8): 24' x 36' boards to • One round of major revisions and one round of present annexation information minor revisions on draft products • Two phone meetings with city staff • MPC will provide materials in electronic format for city posting on City web site Task 5. Media Relations & Community Outreach MPC will develop media materials to communicate about the annexation process to Navy Yard City property owners and the general public. In addition to the products listed below, MPC will be available Navy Yard City Annexation Scope of Work - Revised August 11, 2010 2 to develop additional key messages, assist the city in responding to media questions, and provide media relations counsel as needed and desired. Deliverables Assumptions • News releases (3): before Outreach Meeting #1, • Two phone meetings with city staff before and after Outreach Meeting #2 • Up to 4 additional hours for media support, • Calendar announcements (2): before Outreach key messages and other media needs Meeting #1 and #2 identified by the city • City staff will be the spokesperson for the project • City staff will distribute media materials Task 6. Annexation Outreach Meetings MPC will plan and facilitate two (2 hour) annexation outreach meetings. MPC will develop meeting agendas, including public and team view agendas, attend, facilitate, meet with the city to agree on meeting design; develop agendas; discuss meeting logistics such as facility arrangements, meeting materials and refreshments; and prepare meeting summaries. The first meeting will be held to share information about the annexation process and hear residents' concerns and questions. The second meeting will provide another opportunity for residents to ask questions, hear the City's responses to benefits/costs of annexation and to encourage communication with residents who didn't come to the first meeting. With completion of the second outreach meeting, the City may be ready to initiate its formal annexation process with proper notice to Kitsap County and South Kitsap Fire District. Deliverables Assumptions • Agendas, planning and meeting design for two • Two planning meetings with the city outreach meetings • City will coordinate facility arrangements, • Preparation, attendance and facilitation for refreshments, and develop meeting summaries two outreach meetings • Logistical support to city for sign-in, refreshments, set-up/tear-down, etc. Navy Yard City Annexation Scope of Work - Revised August 11, 2010 EXHIBIT B Draft Schedule This is a draft schedule, based on previous conversations with City staff, and will be refined after the kickoff meeting and stakeholder interviews are completed. This schedule anticipates a 3-4 week production schedule for writing, design and printing/mailing of project materials, and assumes 10 days between each flyer mailing and outreach meetings. Tasks Date Kick off Meeting Week of Sept 12 Stakeholder Interviews Week of Sept 12-Sept 24 Refined Outreach Memo Week of Sept 26 Meeting #1 Outreach Week of Sept 26-Week of October 18 • Annexation Meeting Flyer #1 • Annexation Brochure • Comment Card • Media Relations Outreach Meeting #1 Notification Week of October 18 Outreach Meeting #1 Week of Nov 1 Meeting #2 Outreach Week of Nov 1- Nov 26 • Annexation Meeting Flyer#2 • Media Relations Outreach Meeting #2 Notification Week of Nov 29 Outreach Meeting #2 Week of Dec 6 or 13 Notice of Interest for Interlocal Agreement Starts 45-day response time Negotiation Process Notice Sent to Boundary Review Board After 45 days (could be sooner if all parties are in agreement) Council Approval of Annexation Ordinance January or February 2011 EXHIBIT C Budget Below are the projected hours and costs for each task. Task Hours Total Senior Associate Graphic Design Task 1— Kickoff Meeting 2 0 $280 Task 2— Stakeholder Interviews 12 0 $1,680 Task 3— Refined Outreach Strategy Memo 2 0 $280 Task 4— Outreach Materials Development 16 36.6 $4,990 Task S— Media Relations 10 0 $1,400 Task 6—Annexation Outreach Meetings 32 0 $4,480 Subtotal $13,110 Expenses (mileage @.55/mile) $250 Total $13,360 Budget Assumptions: • Senior Associate will bill at a rate of $140/hour. Graphic design will be billed at $75/hour. • These are estimates of hours for each task. There is flexibility to move hours among tasks, if necessary and approved by the City Project Manager. • The City will be responsible for all steps of the formal annexation process, consistent with the RCW requirements for the Interlocal Agreement Annexation of Area Served by Fire District(s) (ESSB 5808), and including the development of the Interlocal Agreement. • The City will provide data to support consultant development of materials including annexation cost/benefit information.