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HomeMy WebLinkAboutNCSC_Muni_Court_Study_pt_2_-_2024_Executed.docx Docusign Envelope ID: 183E6202-90F5-4C1 D-8A1 C-D2OEB813053E CITY OF AUBURN AGREEMENT FOR SERVICES National Center for State Courts — Study of Municipal Court Services — Phase II THIS AGREEMENT made and entered into on this 19th of August, 2024, by and between the CITY OF AUBURN ("City"), a municipal corporation of the State of Washington, and National Center for State Courts ("Provider"), whose address is 300 Newport Avenue, Williamsburg, Virginia 23185-4147. In consideration of the conditions and the mutual promises and covenants contained in this Agreement, the parties agree as follows: 1. Scope of Services The Provider agrees to perform the tasks described in Exhibit "A." The Provider will be responsible for providing work products and services of a quality and professional standard acceptable to the City. The Provider will, without additional compensation, correct or revise any negligent errors, omissions or other deficiencies in its plans, designs, drawings, specification, reports and other services required, whether during or after the Term of this Agreement. Any approval by the City of Provider's services will not in any way relieve the Provider of responsibility for the accuracy and adequacy of its services. 2. Additional Services If additional services with respect to related work are required beyond those specified in the Scope of Work, and not included in the compensation listed in this Agreement, the parties will amend this Agreement prior to the Provider performing the additional services. The amendment will set the nature, scope, and payment terms of the additional services. However, if the time period for the completion of such services makes execution of an amendment impractical prior to the commencement of the Provider's performance, the Provider agrees that it will perform such additional services on the written request of an authorized representative of the City pending execution of an Amendment subject to the terms and conditions of this Agreement except where the authorization provides to the contrary. The invoice procedure for any such additional services will be as described in Section 4 of this Agreement. 3. Provider's Representations & Qualifications The Provider represents and warrants that it has all necessary licenses and certifications to perform the services provided for in the Agreement and is qualified to perform those services. Provider represents that the person signing this Agreement on behalf of Provider has all requisite authority to bind Provider to the terms and conditions of this Agreement. 4. Compensation [contract number] Date Page 1 of 11 Docusign Envelope ID: 183E6202-90F5-4C1 D-8A1 C-D2OEB813053E As compensation for the Provider's performance of the services provided for in this Agreement, the City will pay the Provider the fees and costs specified in Exhibit "B." These payments will be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, overhead, profit, and incidentals necessary to complete the work. The Provider will submit to the City a task-based invoice or statement of time spent on tasks included in the scope of work, and the City upon acceptance of the invoice or statement will process the invoice or statement in the next billing/claim cycle, and will remit payment to the Provider, subject to any conditions or provisions in this Agreement or Amendment. The Agreement number must appear on all invoices submitted. Copies of original supporting documents will be supplied to the City upon request. The firm, fixed price for services and expenses pursuant to the Agreement shall be $29,528.00. The Provider will not undertake any work or otherwise financially obligate the City in excess of this amount without prior written authorization. Compensation to be paid the Provider in succeeding years after the current year will be contingent upon availability of funds. 5. Time for Performance, Term, and Termination of Agreement The term of this Agreement commences on the later date of the Parties execution of this Agreement, as reflected on the signature page. The Provider will perform the services in accordance with the direction and scheduling provided on Exhibit "A," unless otherwise agreed to in writing by the parties. All work performed under this Agreement will be completed by January 31, 2025. Termination for cause. 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 no fault of the party terminating the Agreement. The notice will identify the reason(s) for termination and specify the effective date of termination. In the event of a default by Provider, City may suspend all payments otherwise due to Provider and the City will have no further obligations to Provider. Termination for Convenience. The City may terminate this Agreement upon not less than seven (7) days written notice, which shall contain the effective date of termination, to the Provider. If this Agreement is terminated through no fault of the Provider, the Provider will be compensated for services performed prior to termination in accordance with the rate of compensation provided in Exhibit "B." This payment shall fully satisfy and discharge the City of all obligations and liabilities owed to the Provider, who shall not be liable for any anticipated profits or other consequential damages resulting from the termination. Upon receipt of a termination notice, the Provider will promptly discontinue all services affected and deliver to the City all data, drawings, specifications, reports, summaries, and such other information and materials as the provider may have accumulated, prepared, or obtained in performing this Agreement, whether fully or partially completed. [contract number] Date Page 2 of 11 Docusign Envelope ID: 183E6202-90F5-4C1 D-8A1 C-D2OEB813053E All rights and remedies provided in this Section are not exclusive of any other rights or remedies that may be available to the City, whether provided by Law, equity, in any other agreement between the parties, or otherwise. 6. Ownership and Use of Documents All documents, reports, memoranda, diagrams, sketches, plans, surveys, design calculations, working drawings and any other materials created or otherwise prepared by the Provider as part of his performance of this Agreement (the "Work Products") will be owned by and become the property of the City, may be used by the City for any purpose beneficial to the City, and are subject to the requirement of the Public Records Act, 42.56 RCW. The Provider acknowledges that the Agreement, and documents provided in connection with this Agreement, become a public record and may be subject to inspection and copying, unless the information is declared by law to be confidential or is otherwise exempted from public records disclosure requirements. The Provider agrees to give its fullest assistance to the City in identifying, locating, and copying any records in the Provider's possession that are responsive, as determined by the City in its sole discretion, to a Public Records Act request received by the City. 7. Records Inspection and Audit All compensation payments will be subject to the adjustments for any amounts found upon audit or otherwise to have been improperly invoiced, and all records and books of accounts pertaining to any work performed under this Agreement will be subject to inspection and audit by the City for a period of up to three (3) years from the final payment for work performed under this Agreement. If any litigation, claim, dispute, or audit is initiated before the expiration of the three (3)year period, all records and books of account pertaining to any work performed under this Agreement will be retained until all litigation, claims, disputes, or audit are finally resolved. 8. Continuation of Performance In the event that any dispute or conflict arises between the parties while this Agreement is in effect, the Provider agrees that, notwithstanding such dispute or conflict, the Provider will continue to make a good faith effort to cooperate and continue to work toward successful completion of the delivery of services and its contractual responsibilities. 9. Independent Contractor The Provider will perform the services as an independent contractor and will not be deemed, by virtue of this Agreement and performance of its provisions, to have entered into any partnership, joint venture, employment or other relationship with the City. Nothing in this Agreement creates any contractual relationship between the Provider's employee, agent, or subcontractor and the City. 10. Administration of Aareement This Agreement will be administered by and on behalf of the Provider, and by the Mayor of the City, or designee, on behalf of the City. Any written notices required by the terms of this Agreement will be served on or mailed to the following addresses: Candis Martinson Laurie Givens [contract number] Date Page 3 of 11 Docusign Envelope ID: 183E6202-90F5-4C1 D-8A1 C-D2OEB813053E Director of Human Resources & Vice President, Court Consulting Services Risk Management National Center for State Courts City of Auburn 300 Newport Avenue 25 West Main St Williamsburg, VA 23185-4147 Auburn, WA 98001-4998 Phone: 757.259.1559 Phone: 253.288.3141 Email: Igivens(ancsc.orq Fax: 253.288.4305 Email: cmartinson@auburnwa.gov 11. Notices All notices or communications permitted or required to be given under this Agreement will be in writing and will be deemed to have been duly given if delivered in person or sent by regular mail, postage prepaid, by certified mail, return receipt requested, and addressed, if to a party of this Agreement, to the address for the party set forth above. If addressed to a non-party, the notice will be sent, in the foregoing manner, to the address designated by a party to this Agreement. Either party may change its address by giving notice in writing to the other party. 12. Insurance The Provider will, at its sole expense, procure and maintain for the duration of this Agreement and 30 days thereafter insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of this Agreement by the Provider, its agents, representatives, or employees. Provider's maintenance of insurance as required by the Agreement will not be construed to limit the liability of the Provider to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Service Provider will obtain insurance of the types described below: a. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage will be at least as broad as Insurance Services Office (ISO) form CA 00 01 (provider may use a substitute form providing equivalent liability coverage). Provider will maintain automobile insurance with minimum combined single limit for bodily injury and property damage of$1,000,000 per accident. b. Commercial General Liability insurance will be at least as broad as ISO occurrence form CG 00 01 and will cover liability arising from premises, operations, stop-gap independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The City will be named as an additional insured under the Provider's Commercial General Liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO Additional Insured endorsement CG 20 26. Commercial General Liability insurance will be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. c. Worker's Compensation coverage as required by the Industrial Insurance laws of the State of Washington. [contract number] Date Page 4 of 11 Docusign Envelope ID: 183E6202-90F5-4C1 D-8A1 C-D2OEB813053E d. Professional Liability insurance appropriate to the Provider's profession with limits no less than $2,000,000 per claim and $2,000,000 policy aggregate limit. For Automobile Liability and Commercial General Liability insurance, the policies are to contain, or be endorsed to contain that Provider's insurance coverage will be primary insurance as respects the City. Any insurance, self-insurance, or self-insurance pool coverage maintained by the City will be excess of the Provider's insurance and will not contribute with it. Insurance is to be placed with an authorized insurer in Washington State. The insurer must have a current A.M. Best rating of not less than A: VII. The Provider will furnish the City with original certificates of insurance and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of this Agreement before commencement of the work. The City reserves the right to require that complete, certified copies of all required insurance policies and/or evidence of all subcontractors' coverage be submitted to the City at any time. The City may withhold payment if the Provider does not fully comply with this request. If the Provider maintains higher insurance limits than the minimums shown above, the City will be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Provider, irrespective of whether such limits maintained by the Provider are greater than those required by this Agreement or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by the Provider. The provider will provide the City with written notice of any policy cancellation within two business days of their receipt of such notice. Failure by the Provider to maintain the insurance as required will constitute a material breach of this agreement, upon which the City may, after giving five (5) business days' notice to the Provider to correct the breach, immediately terminate the agreement or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the City's sole discretion, offset against funds due the Provider from the City. 13. Indemnification/Hold Harmless Except for injuries and damages caused by the sole negligence of the City, the Provider will defend, indemnify and hold the City and its officers, officials, employees, and volunteers harmless from any and all claims, injuries, damages, losses, or suits of every kind, including attorney fees and litigation expenses, arising out of or resulting from the acts, errors, or omissions of the Provider, its employees, agents, representatives, or subcontractors, including employees, agents, or representatives of its subcontractors, made in the performance of this Agreement, or arising out of worker's compensation, unemployment compensation, or unemployment disability compensation claims. [contract number] Date Page 5 of 11 Docusign Envelope ID: 183E6202-90F5-4C1 D-8A1 C-D2OEB813053E However, 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 Public Entity, its officers, officials, employees, and volunteers, the Consultant's liability, including the duty and cost to defend, hereunder shall be only to the extent of the Consultant's negligence. It is further specifically and expressly understood that this indemnification constitutes the Provider'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 will survive the expiration or termination of this Agreement. 14. Assignment Neither party to this Agreement will assign any right or obligation hereunder in whole or in part, without the prior written consent of the other party. No assignment or transfer of any interest under this Agreement will release the assignor from any liability or obligation under this Agreement, or to cause any such liability or obligation to be reduced to a secondary liability or obligation. 15. Nondiscrimination The Provider may not discriminate regarding any services or activities to which this Agreement may apply directly or through contractual, hiring, or other arrangements on the grounds of race, color, creed, religion, national origin, sex, age, or where there is the presence of any sensory, mental or physical handicap. 16. Amendment, Modification and Waiver No amendment, modification, or waiver of any condition, provision, or term of this Agreement will be valid or of any effect unless made in writing, signed by the party or parties to be bound, or the party's or parties' duly authorized representative(s) and specifying with particularity the nature and extent of such amendment, modification or waiver. Any waiver, approval or acceptance, or payment by any party will not affect or impair that party's rights arising from any default by the other party. 17. Parties in Interest This Agreement is binding upon, and the benefits and obligations hereto will inure to and bind, the parties and their respective successors and assigns, although this section will not be deemed to permit any transfer or assignment otherwise prohibited by this Agreement. This Agreement is for the exclusive benefit of the parties, and it does not create a contractual relationship with or exist for the benefit of any third party, including contractors, sub- contractors and their sureties. 18. Force Maieure Any delay in the performance of any obligation under this Agreement shall be excused, if and so long as the performance of the obligation is prevented, delayed or otherwise hindered by any act not within the control of a party such as fire, cyber/ransomware attack, earthquake, flood, explosion, actions of the elements, riots, mob violence, strikes, pandemic, lockouts, and emergency orders of the state or federal government. 19. Applicable Law [contract number] Date Page 6 of 11 Docusign Envelope ID: 183E6202-90F5-4C1 D-8A1 C-D2OEB813053E This Agreement and the rights of the parties will be governed by the laws, regulations, and ordinances of the City, of the State of Washington, and King County. Venue for any action involving this agreement will be in the county in which the property or project is located, and if not site specific, then in King County. It is agreed that any applicable statute of limitation will commence no later than the substantial completion by the Provider of the services. 20. Captions. Headings and Titles All captions, headings or titles in the paragraphs or sections of this Agreement are inserted for convenience of reference only and will 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. Where appropriate, the singular will include the plural and vice versa and masculine, feminine and neuter expressions will be interchangeable. Interpretation or construction of this Agreement will not be affected by any determination as to who is the drafter of this Agreement, this Agreement having been drafted by mutual agreement of the parties. 21. Severable Provisions Each provision of this Agreement is intended to be severable. If any provision is illegal or invalid for any reason, such illegality or invalidity will not affect the validity of the remaining provisions. 22. Entire Agreement This Agreement together with any subsequent amendments or addendums contains the entire understanding of the parties in respect to the transactions contemplated and supersedes all prior representations, agreements and understandings between the parties, either oral or written. No other understandings, oral or otherwise, regarding this Agreement shall bind any party. 23. Non-Availability of Funds Every obligation of the City under this Agreement is conditioned upon the availability of funds appropriated or allocated for the performance of such obligation; and if funds are not allocated and available for the continuance of this Agreement, then this Agreement may be terminated by the City at the end of the period for which funds are available, without the seven (7) days' notice provided by Section 5. No liability will accrue to the City in the event this provision is exercised, and the City will not be obligated or liable for any future payments or damages as a result of termination under this Section. 24. Counterparts This Agreement may be executed in multiple counterparts, each of which will be one and the same Agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. 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 NATIONAL CENTER FOR STATE COURTS [contract number] Date Page 7 of 11 Docusign Envelope ID: 183E6202-90F5-4C1 D-8A1 C-D2OEB813053E PO 5 gnetl by Signed by r 8/30/2024 � (Giuc.tis Nancy Backus, Mayor Signature Name: Laurie Givens Title: Vice President Date: 8/20/2024 Approved as to form: City Attorney Signature Name: Title: Date: [contract number] Date Page 8 of 11 Docusign Envelope ID: 183E6202-90F5-4C1 D-8A1 C-D2OEB813053E EXHIBIT A Scope of Services Utilizing the report issued in June of 2023 as a starting point, Provider will conduct, as part of Phase II, a high-level review of the financial implications and timelines associated with the City providing these services rather than through an interlocal agreement. To achieve the goals of this phase, Provider proposes the following approach: Task Plan Task 1: Kickoff and Introduction Provider will convene a kickoff meeting with the City and appropriate representatives to: • Introduce the representatives and Provider's consultants, • Outline consulting services to be provided along with steps and actions that comprise the consulting engagement, • Answer and clarify any questions, and • Confirm target timelines. The designated project contact point/representative for the City will also be confirmed. Task 2: Research Review/Data Request During this task, Provider will prepare a data information request to obtain financial and any other relevant information/documentation necessary for Provider to provide the City regarding provision of court services for the residents of City. Based on the information received, Provider may request additional information deemed necessary to provide a full picture to City. Task 3: Comparative Practices in Selected Municipal Courts Provider's project team will update the information on comparative courts collected in Phase I of this project. The goal is to ensure all costs are captured and financial information is up to date. Task 4: Draft Preliminary Report Provider will draft a preliminary report based on its conclusions as well as observations and its analysis of statistical, timelines, financial data and other operational data relevant to the recommendations. Task 5: Virtual Report Presentation Provider will conduct a virtual presentation detailing its observations and recommendations. This will provide for in-depth discussion of the recommendations and include a broader audience of stakeholders. Comments and suggestions for revision provided by the stakeholders may be incorporated into a final report that will be prepared following the presentation. Task 6: Final Report [contract number] Date Page 9 of 11 Docusign Envelope ID: 183E6202-90F5-4C1 D-8A1 C-D20EB813053E Once the preliminary report is accepted by the City, Provider will prepare a final report including any feedback, edits or recommendations from the City. [contract number] Date Page 10 of 11 Docusign Envelope ID: 183E6202-90F5-4C1 D-8A1 C-D2OEB813053E EXHIBIT B Compensation The firm, fixed price for services and expenses pursuant to the Agreement shall be $29,528.00. Provider shall not be entitled to any additional amount unless mutually agreed upon in writing by both parties. The services rendered by Provider pursuant to this Agreement shall be billed according to task and paid when invoiced as follows: Task 1 — Kickoff and Introduction $3,401.00 Task 2 — Research Review/Data Request $4,046.00 Task 3— Comparative Courts Data Collection $6,851.00 Task 4 — Draft Preliminary Report $7,886.00 Task 5 —Virtual Report Presentation $4,766.00 Task 6— Final Report $2,578.00 $29,528.00 [contract number] Date Page 11 of 11