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HomeMy WebLinkAbout11-109 - Cascade Land Conservancy - Grant Writing Assistance for Duwamish Hill Preserve AcquisitionContract No. It V 0(4 Council Approval N/A CONTRACT FOR SERVICES This Agreement "Agreement is entered into by and between the CITY OF TUKWILA, Washington, a non charter optional municipal code city hereinafter referred to as "the City and CASCADE LAND CONSERVANCY, a Washington nonTrofit corporation, hereinafter referred to as "the Contractor whose principal office is located at 615 2 Avenue, Suite 600, Seattle, WA 98104. WHEREAS, the City has determined the need to have certain services performed for its citizens but does not have the resources or expertise to perform such services; and WHEREAS, the City requests the assistance of the Contractor to write a grant application for funds to acquire the property commonly known as the Duwamish Hill Preserve, for open space and as an addition to the adjacent park, and, if the City is awarded said grant funding, to assist the City in negotiating an option or purchase and sale agreement with the existing landowner (the "Services and WHEREAS, the Contractor is a conservation organization having among its purposes the acquisition of open space and critically important ecological systems in King, Snohomish, Pierce, Kittitas and Mason counties and surrounding counties. Contractor is exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986 (as amended from time to time, the "Code and is included in the "Cumulative List of Organizations" described in Section 170(c) of the Internal Revenue Code published by the Internal Revenue Service. Contractor is not a private foundation within the meaning of Section 509(a) of the Code; and WHEREAS, the Contractor shares the City's desire to conserve open space land, specifically the Duwamish Hill Preserve, which possesses open space, recreational, wildlife and educational opportunities; and WHEREAS Contractor has the experience and resources to perform the Services; and WHEREAS, the City desires to have the Contractor perform the Services pursuant to certain terms and conditions as listed below. NOW, THEREFORE, IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: 1. Scope of Services to be Performed by Contractor. Contractor's work under this Agreement is comprised of two parts: Phase I scope of work for preparation of a conservation futures grant application and initial landowner outreach; and Phase II scope of work, performance of which shall be contingent upon City's issuances to Contractor of a Notice to Proceed with Phase II Services. Contractor's Services as pertains to each phase are described on Exhibit A, attached hereto and incorporated herein by this reference as if fully set forth. In performing Services under this Agreement, the Contractor shall at all times comply with all Federal, State, and local statutes, laws and ordinances applicable to the performance of such Services and the handling of any funds used in connection therewith. The Contractor shall request and obtain prior written approval from the City if the scope is to be modified in any way. 2. Compensation and Method of Pavment. The City shall pay the Contractor for services rendered according to the rate and method set forth on Exhibit B, attached hereto and incorporated herein by this reference. The total amount to be paid for Phase I Services shall be Five Thousand Dollars ($5,000.00). The amount paid for Phase II Services, if City issues a Notice to Proceed with Phase II Services, shall be Five Thousand Dollars ($5,000.00). Page 1 of 6 3. Contractor Budget. The Contractor shall request prior approval from the City whenever the Contractor desires to amend its budget in any way. 4. Duration of Agreement. This Agreement shall be in full force and effect for a period commencing February 25, 2011 and ending June 30, 2012, unless sooner terminated or extended upon a mutual written amendment. 5. Independent Contractor. Contractor and City agree that Contractor is an independent contractor with respect to the Services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Contractor nor any employee of Contractor shall be entitled to any benefits accorded City employees by virtue of the Services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Contractor, or any employee of the Contractor. 6. Indemnification. The Contractor shall indemnify, defend and hold harmless the City, its officers, agents and employees, from and against any and all claims, losses or liability, including attorney's fees, arising from injury or death to persons or damage to property occasioned by any negligent act, omission or failure of the Contractor, its officers, agents and employees, in performing the work required by this Agreement. With respect to the performance of this Agreement and as to claims against the City, its officers, agents and employees, the Contractor expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, for injuries to its employees, and agrees that the obligation to indemnify, defend and hold harmless provided for in this paragraph extends to any claim brought by or on behalf of any employee of the Contractor. This waiver is mutually negotiated by the parties. This paragraph shall not apply to any damage resulting from the sole negligence of the City, its agents and employees. To the extent any of the damages referenced by this paragraph were caused by or resulted from the concurrent negligence of the City, its agents or employees, this obligation to indemnify, defend and hold harmless is valid and enforceable only to the extent of the negligence of the Contractor, its officers, agents, and employees. 7. Record Keeping and Reporting. A. The Contractor shall maintain accounts and records, including personnel, property, financial and programmatic records which sufficiently and properly reflect all direct and indirect costs of any nature expended and Services performed in the performance of this Agreement and other such records as may be deemed necessary by the City and identified in advance of the Contractor's performance, to ensure the performance of this Agreement. B. These records shall be maintained for a period of seven (7) years after termination hereof unless permission to destroy them is granted by the office of the archivist in accordance with RCW Chapter 40.14 and by the City. 8. Audits and Inspections. The records and documents with respect to all matters covered by this Agreement shall be subject at all times to inspection, review or audit by law during the performance of this Agreement. 9. Termination. This Agreement may at any time be terminated by the City providing thirty (30) days written notice to the Contractor of the City's intention to terminate this Agreement. Failure to provide products on schedule may result in contract termination. If the Contractor's insurance coverage is canceled for any reason, the City shall have the right to terminate this Agreement immediately. Should the City terminate this Agreement in accordance with its terms and conditions, Page 2 of 6 the City shall compensate the Contractor for any Services the Contractor has performed up to the date of cancellation, plus any hard costs incurred by the Contractor in the performance of this Agreement. The Contractor shall provide a written invoice to the City and the City shall pay the Contractor within thirty (30) days of receipt of said invoice. 10. Discrimination Prohibited. The Contractor shall not discriminate against any employee, applicant for employment, or any person seeking the services of the Contractor to be provided under this Agreement on the basis of race, color, religion, creed, sex, age, national origin, marital status or presence of any sensory, mental or physical handicap. 11. Assignment and Subcontract. The Contractor shall not assign or subcontract any portion of the Services contemplated by this Agreement without the written consent of the City. 12. Entire Agreement. This Agreement contains the entire Agreement between the parties hereto and no other Agreements, oral or otherwise, regarding the subject matter of this Agreement, shall be deemed to exist or bind any of the parties hereto. Either party may request changes in the Agreement. Proposed changes which are mutually agreed upon shall be incorporated by written amendments to this Agreement. 13. Notices. Notices to the City of Tukwila shall be sent to the following address: City Clerk, City of Tukwila 6200 Southcenter Blvd. Tukwila, Washington 98188 Notices to the Contractor shall be sent to the address provided by the Contractor upon the signature line below. 14. Applicable Law; Venue; Attornev's Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. DATED this 0� 1 day of J CITY rip TUKWIL VG By: ��l Titl m Haggff Mayor a S A D: T /A THENTICATE �'V� Christy O'Flahey, CHIC, City Clerk APPROVED AS TO FORM: Office of the City Attorney 1 2011. CONTRACTOR:-b'se.01AC LAAA Ca-%suva•.e By: Title: C->ti,c.f- 0a&x Jn--,A CAIPMA -C J Printed Name: T e A-esak. r e*.k us o Address: 615 Second Ave, Suite 600 Seattle, WA 98104 Date approved by City Council: (Applicable if contract amount is over $40,000) Page 3 of 6 EXHIBIT A Scope of Services Phase I Phase I 1.The Contractor shall prepare and deliver to the King County Conservation Futures Program staff, a completed King County Conservation Futures grant application, for funding in the amount of Five Hundred Thousand Dollars ($500,000.00), for Duwamish Hill Preserve expansion. Said grant is intended to be used for acquisition of King County parcel numbers 1023049085 and 1023049002. Contractor does not and cannot make any guarantee or assurance that the City will be awarded any of the requested funds. 2.The Contractor will contact the property owner or owner's agent to begin negotiations with the intent of executing an assignable purchase and sale or option agreement on behalf of the City for the acquisition of the Property, subject to the City's review and approval. 3.The City shall be responsible for any hard costs associated with the negotiation and/or execution of such purchase and sale or option agreement, including, but not limited to, title and escrow fees, surveys, environmental site assessment(s), property inspection(s), etc. Phase II 1.If additional funding is required by the City for the acquisition of said property, the Contractor shall prepare and complete additional funding applications, as appropriate and as needed. 2.The Contractor shall use reasonable business efforts to negotiate and execute*an assignable option or purchase and sale agreement with the landowner on behalf of the City. 3.The City is solely responsible for securing any matching funds required by funding awards and to assemble the total amount of purchase funds that would be necessary to acquire the Property prior to the Contractor's execution of a purchase and sale or option agreement with the landowner. 4.Provided the City has adequate funds to purchase the Property, the Contractor shall assign the purchase and sale or option agreement to the City and the City shall accept the fully executed purchase and sale or option agreement at least fifteen (15) days before closing 5.The Contractor agrees to perform basic and customary due diligence required in the purchase and sale or option agreement, subject to the City's review and approval. If the Contractor determines that additional +time,is required to review and/or resolve additional due diligence items, such as complicated title or environment issues, the Contractor may proceed upon written authorization from the City, and upon mutual agreement for additional compensation. 6.The City shall be'responsible for any and all costs associated with the due diligence requirements of the contract, including, without limitation, appraisal, review appraisal (if necessary), environmental site assessment(s), title review and other due diligence requirements. The City shall approve in writing any consultants necessary to perform due diligence, and is solely responsible for any payment to any approved consultants. 7.The Contractor cannot and does not guarantee that the landowner of said parcels will be willing to enter into a purchase and sale agreement, option agreement, or other agreement to preserve and/or sell said property. Page 4 of 6 EXHIBIT B Compensation and Method of Pavment The parties agree that as a reasonable estimate of costs, expenses and services in connection with Phase I and Phase II work identified herein, the Contractor shall receive Five Thousand Dollars ($5,000.00) from the City for each completed Phase within thirty (30) days of receipt of invoice from the Contractor. Phase I The City shall compensate the Contractor for the Services and deliverables performed under Phase I of this Contract in one Five Thousand Dollar ($5,000.00) payment. The City shall pay the Contractor for Services rendered within thirty days of receipt of a billing voucher, on or before May 31, 2011. The form of billing voucher is Exhibit X and incorporated herein by this reference. The total amount to be paid for Phase I Services shall be Five Thousand Dollars ($5,000.00). Phase II Should the City issue to the Contractor a Notice to Proceed with Phase II Services, and the Contractor performs all or some of the Services under Phase II the City shall compensate the Contractor for the Services and deliverables performed under Phase II -of this Contract in one additional Five Thousand Dollar ($5,000.00) payment. The City shall pay the contractor for Services rendered within thirty days of receipt of a billing voucher, on or before December 31, 2011. The form of billing voucher is Exhibit X. The total amount to be paid for Phase II Services shall be Five Thousand Dollars ($5,000.00). Page 5 of 6 Exhibit X Billing Voucher To: (Billing Address) Contractor: Cascade Land Conservancv Telephone: (206) 292 -5907 Mailing Address: 615 2nd Ave. Suite 600. Seattle. Washington 98104 Specific Program: Insert Correct Name Here Contract period: Reporting Period: Amount requested this invoice: Invoice Number: Authorized signature BUDGET SUMMARY: Total contract amount Previous payments Current request Total requested this contract to date Balance remaining i�, 1 Date of Invoice For Department Use Only Approved for Payment: Date: Page 6 of 6