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HomeMy WebLinkAbout4771 RESOLUTION NO. 4 7 7 7 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING ' THE MAYOR AND CITY CLERK TO EXECUTE A CONTRACT WITH WASHINGTON ADVOCATES, LLC, FOR CONSUETING SERVICES WHEREAS, the City is.engaged in or readying itself to be engaged in various municipal functions; tasks and projects; and WHEREAS, it is:in the City's best interests to have available the services of qual�ed consultants who w'ill be able to assist the City on projects related to federal appropriations; and WHEREAS, the City desires to retain Washington Advocates, LLC to provide such services; and WHEREAS, Washington Advocates, LLC, is qualified and able to provide such consulting services irn connection with the City's needs, and is willing and agreeable to provide such seroices upon the terms and conditions herein contained. NOW, THEREFORE, THE CITY COUNCIL OF THE GITY OF AUBURN, WASHINGTON, HEREBY.RESOLVES as follows: Section 1. That the Mayor and the City Clerir are authorized to execute an agreement in substantial confortnity with the Agreement attached hereto, marked as Exhibit "A" and incorporated herein by this reference. Section 2. That the Mayor is authorized to, implement such administrative procedures as may be necessary to carry out the directives of this legislation. Resolutian No. 4771 November 10, 2011 Page 1 of 2 Section 3. That this Resolution shall take effect and be in full force upon passage and signatures hereon. w+c. Dated and Signed this�day of , 2011. TY OF N — � ► P ER B. LEWIS MAYOR ATTEST: Dani lle E. Daskam, City Clerk ATTEST AS TO FORM: Da e .N ' Attomey Resolution No. 4771 November 10, 2011 Page 2 of 2 Exhibit A Resolution No.4771 GITY OF:AUBURN AGREEMENT FOR PROFESSIONAL/CONSULTING SERVICES THIS AGREEMENT made and entered into on this.s"day of /�lP.u*�� 2011, by and between the City of Aubum, a municipal corporaHon of the State of Washington, hereinafter refeRed to as "City° and Washington' Advocates, LLC, hereinafter referred to as the"Consultant." WITNESSETH: WHEREAS, the City is engaged in or readying itself to be engaged in various municipaf functions, tasks and projects; and, WHEREAS, it is in the Gity's best interests to have available the services of qualified consultants who will be able to assist the City on projects related ta federal appropriations; and, WHEREAS, the City desires to retain the Consultant to provide such services; and, - WHEREAS," the Consuitant is qualified and able to -provide such _ consulting services in connection wi4h the City's needs, and is willing and agreeable to provide such ser4ices upon the terms and conditions herein contained. NOW, THEREFORE, the parties hereto agree as follows: 1. Scone of Services. The Consultant agrees to perform in a good and professional manner ta§k§ �elated to projects involving the City of Aubum also involving federal funding, including: a. Engaging in'comrtiunication with appropriate representatives of yarious agencies and entities who would be involved in such projects, and b. Advising and cansulting wi4h the City regarding approaches and strategies on how to promote projects advantageous to the City, and c. Engaging in such other related tasks as are assigned by the City. 2. Independent Contractor. The Consulhant shail perform the services as an independent contractor and�shall not be deemed, tiy virtue of this Ag�eementand the perfoRnance thereof, to have entered into any partnership, joirrt venture, employment or other'relationship with the City. Page1 of7 3. Pertormance of Additional Services Prior to ExecuHon of an Addendum. The parties hereby agree that situations may arise in which services other than those described in Section 1 above are desired by the City and the time period for the completion of such services makes the execution of addendum impractical prior to the commencement ofi the ConsultanYs pertormance of the reguested services. The Consultant hereby agrees that it shall pertorm such services upon the oral request of an authorized representative of the City pending execution,of an addendum, at a rate of compensation to be agreed to in connection therewith. The invoice procedure for any such additional services shail be as described in Section 7 of this Agreement. 4. ConsultanYs Reoresentations. The Consultanf heretiy fepresents and warrants that he has all necessary licenses and certifications to pertortn the services provided for herein, and is qualified to pertorm such services. 5. Citv's Resoonsibilities. The City shall do the following in a timely manner so as not to delay the seroices of the Consultant: a. Designate in writing a person to act.as the City's represeMative with.respect to the services. In advance of any such designation, the Mayor of the City of Aubum §hall serve in such designated capacity.The City's designee shall have complete authority to transmit instructions, receive information; interpret and define the City's policies and decisions with respect to the services. b. Examine and evaluate any and all studies, reports, memoranda, plans, and other documents prepared by the Consultant in furtherance of the scope of serGices hereof, and render decisions regarding such documents in a timely manner to prevent delay of the services. 6. �cceotable Standards. Tfie�Con§ultant shalF be responsible to provide, in connection with the services contemplated in this Agreement; work product and services of a quality and professional standard acceptable to the C'ity. 7. Comoensation. As compensation for the ConsultanYs pertormance of the services provided for herein, 4he City, shall pay the Consultant a monthly fee of Fifteen Thousand qollars ($1b,000) during the term hereof. The City shall also pay the Conswltant's reasonable travel expenses incurred in connection with work done in furtherance of the scope of services hereof. The Consultant shall su6mif to the City a monthly invoice or 6illing statement, and the City shall process the invoice or statement in the next Page 2 of 7 billing/claim cycle following receipt of the inyoice or statemerrt, and shall remit payment to the Consultant thereafter in ttie:normal course. 8: Term of Aareement The Term of this F�qreement shall commence on the date hereof or on the 1st day of January, 2012, and shall terminate on the 31st day of December, 2012, uniess otherwise agreed to in writing by the parties. 9. Ownershi� and Use of Documents. All documents, reports; memoranda, and any other materials created or othenivise prepared 6y the Consultant as part of his perFormance of this Agreement (the "Work Prnducts") shaU be owned by and become the p�operty of the City, and may be used by the City for any purpose beneficial to the Gity. 10. Records Insoection and Audit. All compensation payments shall be subject to the adjustments for any amounts found upon audit or otherwise to havebeen. improperly invoiced, and all records and books of accounts pertaining to any work performed underthis Agreemenf shail be subject to inspection and audit by the City for a period•of up to three (3) years from tfie final payment for work pertarmedunder4hisAgreement. � 11. Continuation of PerFormance. In the everrt that any disPute or conflict arises between the parties while this Contract is in effect, ttie Consultant agrees that, notwithstanding such dispute or conflict; the Consultant shall continue to make .a good faith effort to cooperate and continue work toward successful completion of assigned duties and responsibilities. 12. Administration ofAareement. This Ag�eement shall 6e administered by Nina Collier, on behalf of the Consultant, and by the Mayor of'_the City, or designee, on behalf of the City. Any written notic�s required by the terms of this Agreement shall be served on or mailed to the following addresses: Citv of Aubum Consultant Aubum City Hall WashingtonTAdvocates, LLC 25 West Main Street P. O. Box 1462 Aubum, WA 98001-4998 Bellewe, WA 98009 (253)931-3000, (425) 467-6900;._ Fax (253) 288-3132 Fax (425)467-1037 nina.collier@Washington2advocates.com Page 3 of 7 13. Notices. All' notices or communications permitted or required to be given under this AgreemenY shall be in writing and shall be deemed to have, been duly given, if delivered in person or deposited in the United States mail, postage prepaid, for mailing by certified mail, retum receipt requested, and addressed, if to a party of this Agreement, to the address for the parly set forth above, or if to a person not a party to this Agreement, to the address designated by a party to this • Agreement in the foregoing manner. Any party may change his, her or its address by giving notice in writing, stating his, heror its new address; to any ofher party, all pursuant to 4he procedure set forth in ;his section of the Agreement. 14. Insurance. The Consultant shall be responsible for maintaining, during the term of this Agreement and' at its sole cost and expense; the types of insurance coverages and in the amaunt5 descr'ibed below. The Consultant shall fumish evidence, satisfactory to the Gity; of all such policies. During the term hereof, the Consultant shall take out and maintain in full force and effect the following insurance policies: a. Comprehensive public liability insurance, including automobile and property damage, insuring the City and, the Consultant against Ioss or liability for damages forpersonal injury, death"or property damage arising out of or in connection with the performanoe by the ConsultaM of its obligations hereunder, with minimum liability limits of $1,000,000.00 ' combined single limit for personal injury, death or property damage in anyone occuRence. b. Such workmen's compensation and other similar insurance as may be required by law. c. Professional liability insurance with minimum liability limits of$1,000,000. 15. Indemnification.. The Consultant shall indemnify and hold harmless the City and its officers, agents and employees, or any of them from any:and ali claims, actions, suits, liability, loss, costs, expenses, and damages of any nature whatsoever, 6y any reason of,or arising out of the negligent act .or omission of the Consultant, its officers; agents; employees, or ariy of them 7elating to or arising out of the pertormance of this Agreement. If a final judgment is rendered against the City, its'officers, agents, employees and/or any of them, or jointly against the City and the Consultant and their respective officers, agents and employees, or any of . them, the Consultant shail satisfy the same to the eztent that such judgment was due to the Consultan4'snegligenYacts oromissions. Page 4 of 7 16. Assiqnment. Neither parry to this Agreement shall assign any right or obligation hereunder in whole or in part, without the prior written consent of 4he other party hereto. No assignment or transfer of any interest unde� this AgreemeM shall be deemed to release the assignor from any liability or obligation under this Agreement, or to cause any such liability oc obligation to be reduced to a secondary liability or obligation. 17. Amendment. ModificaUon or Waiver. No amendment, modficaUon orwaiver of any condition, provision or term of this Ag�eement shall be valid or of any effect unless rriade in writing, signed by the party or parties to be bound, oc such party's_ or parties' duly authorized representatide(s) and specifying with particularity the nature and extent of such . amendment, modficaUon oc waiver. Any waiver by any party of any default of the other party shall not effed or impair any right arising from any subsequent default. Nothing herein shall IimiY the remedies or rtghts of the parties hereto under and pursuant to this Agreement: 18. Termination and Susoension. Either party may terminate this Agreement upon written notice to the other party if the other party fails substantially to perform in accordance with the terms of this Agreement through na fault of the party terminaUng fhe qgreement. The City may terminate Uiis Agreement upom not less than seven (7) days written noGce to the Gonsultant;if the services provided forherein are no longer needed from the Consultant. If this Agreement is terminated through no fault of the Consultant, the Consultant shail be compensated fior services performed prior to termination in accordance with the rate of compensation provided herein. 19. Parties in Interest This Agreemerrt shall be 6inding upon, and the benefits and obligations provided for herein. shall inure to and bind, the parties hereto and their respective successors and assigns, provided that this section shall not be deemed to permit any tra"nsfer or assignment otlierwise prohi6ited by this Agreement. This Agreement is forthe exclusive benefit of the parties hereto and it does not create a contractual reladonship with or exist for 4he benefit of any 4hird party, including contractors, sub-contractors and their sureties. Page 5 of 7 20. Costs to Prevailina Partv. In the event of such litigation or other legal action, to enforce any rights, responsibilities or obligations under this Agreement, the prevailing parties shall be entitled to receive its reasonable costs and attomey's fees. 21. Aoplicable Law. This Agreement and the rights of the parties hereunder shall be governed by the interpreted in accordance with the laws of the State of Washington and venue for any action hereunder shall be in of the county in Washington State in which the property or project is located, and if not site specific, then in King County, Washington; provided, however, that it is agreed and understood that any applicable statute of limitation shali commence no later than the substan6al completion by the Consultant of the services. 22. Caotions. Headinas and Titles. All captions, headings or titles in the paragraphs or sections of this Agreement are inserted for convenience of reference only and shall not constitute a part of this Agreement or act as a limitation of the scope of the particular paragraph or sections to which they apply. As used herein, where appropriate, the singular shall include the plural and vice versa and masculine, feminine and neuter expressions shall be interchangeable. Interpretation or construction of this Agreement shall not be affected by any determinafion as to who is the drafter of this Agreement, this Agreement having been drafted by mutual agreement of the parties. 23. Severable Provisions. Each provision of this P�qreement is intended to be severable. If any provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. 24. Entire Aareement. This Agreement contains the entire understanding of the parties hereto in respect to the transactions contemplated hereby and supersedes all prior agreements and understandings between the parties with respect to such subject matter. 25. Counter�arts. This Agreement may be executed in multiple counterparts, each of which shall be one and the same Agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. Page 6 of 7 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be _ , executed effective the day and.year first set forth above. CITY OF AUBURN WASHINGTONZ ADVOCATES, LLC v � By: Peter B. Lewis, Mayor : �Nina Collier, Partner Attest: j 1����"'"�--� Danielle E.Daskam City Clerk Appro d a"s to form: ' " iel B: He Page 7 of 7 , � � CiTY OF AUBui�iv CIT( CLERKS OFFICE GtC I 3 2011 �