HomeMy WebLinkAbout5832RESOLUTION NO. 5832
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR TO
EXECUTE AN AGREEMENT BETWEEN THE CITY OF
AUBURN AND VALLEY REGIONAL FIRE AUTHORITY FOR
GEOGRAPHICAL INFORMATION SYSTEM SERVICES
WHEREAS, VRFA seeks professional geographic information systems ("GIS")
services; and
WHEREAS, Auburn has the requisite skills, resources and experience necessary
to provide such services and is willing to provide such services upon the terms and
conditions herein contained.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, RESOLVES as follows:
Section 1. The Mayor is authorized to execute an Agreement between the City
and Valley Regional Fire Authority, which agreement will be in substantial conformity with
the agreement attached as Exhibit A.
Section 2. The Mayor is authorized to implement those administrative
procedures necessary to carry out the directives of this Resolution.
Resolution No. 5832
May 7th, 2025
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Section 3. This Resolution will take effect and be in full force on passage and
signatures.
Dated and Signed this 2"d day of June, 2025.
CITY OF AUBURN
ATTEST: APPROVIE-B'AS TO F0#2M:
Shawn Campbell, MC, City Clerk Ja on Whalen, City Attorney
Resolution No. 5832
May 7th, 2025
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INTERLOCAL AGREEMENT
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Resolution 5832 Exhibit A
CITY OF AUBURN - VALLEY REGIONAL FIRE AUTHORITY
INTERLOCAL AGREEMENT FOR
GEOGRAPHIC INFORMATION SYSTEMS
THIS INTERLOCAL AGREEMENT made and entered into, pursuant to th e Interlocal
Cooperation Act, Chapter 39.34 of the Revised Code of Washington, on the ____
day of ____________, 2025, by and between the CITY OF AUBURN, a municipal
corporation of the State of Washington (hereinafter referred to as “Auburn"), and the
Valley Regional Fire Authority, a municipal corporation of the State of Washington
(hereinafter referred to as “VRFA”),
W I T N E S S E T H :
WHEREAS, VRFA seeks professional geographic information systems (“GIS”) services;
and
WHEREAS, Auburn has the requisite skills, resources and experience necessary to
provide such services and is willing to provide such services upon the terms and
conditions herein contained.
NOW, THEREFORE, in consideration of the mutual covenants, conditions and promises
herein, the parties hereto agree as follows:
1. SCOPE OF SERVICES
Auburn agrees to perform for VRFA, in a good and professional manner, the tasks
described on Exhibit A, which is attached hereto and by this reference made a part of
this Agreement. (The tasks described on Exhibit A shall be individually referred to as a
“task," and collectively referred to as the “services.”) Auburn shall perform the services
as an independent contractor and shall not be deemed, by virtue of this Agreement and
the performance thereof, to have entered into any partnership, joint venture,
employment or other relationship with VRFA.
2. AMENDMENT REQUIRED FOR ADDITIONAL SERVICES
If VRFA elects to receive additional services from Auburn, either the additional services
described in Exhibit A or additional services not described in Exhibit A, and if Auburn
has the time and resources to provide such additional services and is willing to provide
them, the parties shall execute an amendment to this Agreement prior to Auburn’s
performance of such additional services, except as provided to the contrary in Section 3
of this Agreement. An executed Amendment for additional services shall be
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incorporated into this Agreement and shall be subject to the terms and conditions of this
Agreement, except as provided otherwise in the Amendment.
3. PERFORMANCE OF ADDITIONAL SERVICES PRIOR TO EXECUTION OF AN
AMENDMENT
The parties hereby agree that situations may arise in which VRFA desires additional
services wherein execution of Amendment before delivery of the services is impractical.
Auburn agrees to perform the additional services upon the request of an authorized
representative of VRFA at the rate of compensation in Exhibit A, or if not included in
Exhibit A, at a negotiated rate of compensation. Any such additional services shall be
memorialized in a written amendment executed in accordance with Section 2 of this
Agreement. The invoice procedure for the additional services shall be as described in
Section 6 of this Agreement.
4. VRFA’s RESPONSIBILITIES
VRFA shall do the following in a timely manner so as not to delay the services of
Auburn:
a. Designate in writing a person to act as VRFA’s representative with respect
to the services. VRFA’s representative shall have authority to transmit
instructions, receive information, and interpret and define VRFA’s policies and
decisions regarding the services, except in the event of an emergency as
described in Exhibit A.
b. Furnish Auburn with all information, criteria, objectives, schedules and
standards for the services.
c. Arrange for access to the property or facilities as required for Auburn to
perform the services.
d. Examine and evaluate all studies, reports, memoranda, plans, sketches,
and other documents prepared by Auburn, and render decisions regarding such
documents in a timely manner to prevent delay of the services.
5. ACCEPTABLE STANDARDS
Auburn shall be responsible to provide, in connection with the services, work products
and services of a quality and professional standard acceptable to VRFA.
6. COMPENSATION
Compensation rates for Auburn’s performance of the services are set forth in Exhibit B,
which is attached hereto and by this referenced made a part of this Agreement. The
compensation rates shall be increased January 1, 2026, and each January 1 thereafter,
by an amount equal to 5% or the most recent Seattle -Tacoma-Bellevue Consumer
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Price Index — U, whichever is greater.
Auburn shall submit to VRFA a monthly invoice. VRFA shall process the invoice in its
next billing/claim cycle and shall remit payment to Auburn in the normal course, subject
to any conditions or provisions in this Agreement or an Amendment.
7. TIME FOR PERFORMANCE AND TERM OF AGREEMENT
Auburn shall perform the services in accordance with the direction and scheduling
provided in Exhibit A, unless otherwise agreed to in writing by the parties. The term of
this Agreement shall be for three (3) years beginning _____________, 2025 and
ending _____________, 2028; provided that the term of this Agreement shall
automatically renew for an additional one (1) year unless either party gives the other
written notice of termination not later than sixty (60) days prior to the end of the term;
and provided further that either party may cancel this Agreement upon sixty (60) days
written notice to the other party consistent with Paragraphs 11 and 12 of this
Agreement.
8. OWNERSHIP AND USE OF DOCUMENTS
All documents, reports, memoranda, diagrams, sketches, plans, design calculations,
working drawings and any other materials created or otherwise prepared by Auburn as
part of its performance of this Agreement (the “Work Products”) shall be owned by and
become the property of VRFA, and may be used by VRFA for any purpose beneficial to
VRFA. VRFA shall handle and be responsible for requests for inspection and copying
of such records; however, Auburn may assist at VRFA's request at hourly rates
provided under Exhibit B for "Assistance with Records Request” support.
9. RECORDS INSPECTION AND AUDIT
All compensation payments shall be subject to adjustment for any amounts found upon
audit or otherwise to have been improperly invoiced. All records and books of accounts
pertaining to any services performed under this Agreement shall be subject to
inspection and audit by VRFA for a period of up to three (3) years from final payment for
the services.
10. CONTINUATION OF PERFORMANCE
In the event that any dispute or conflict arises between the parties while this Agreement
is in effect, Auburn agrees that, notwithstanding such dispute or conflict, Auburn shall
continue to make a good faith effort to cooperate and continue work toward successful
completion of the services or additional services provided that if VRFA fails to pay for
the services provided by Auburn, Auburn can cease providing such services until
payment is made.
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11. ADMINISTRATION OF AGREEMENT
This Agreement shall be administered by Ingrid Gaub, Public Works Director or
designee, on behalf of Auburn, and by Eric Robertson, VRFA Administrator or
designee, on behalf of VRFA. Any written notices required by the terms of this
Agreement shall be served on or mailed to the following addresses:
CITY OF AUBURN
Public Works
Ingrid Gaub
25 W Main St
Auburn, WA 98001-4998
Phone: 253-804-3113
VRFA
VRFA Administration
Fire Chief
1101 D Street NE
Auburn, WA 98002
Phone: 253-288-5804
12. NOTICES
All notices or communications permitted or required to be given under this Agreement
shall be in writing and shall be deemed to have been duly given if delivered in person,
deposited in the United States mail, postage prepaid, or mailed by certified mail, return
receipt requested, and addressed, if to a party of this Agreement, to the address for the
party set forth above.
Either party may change its administrator or address by giving notice in writing to the
other party, stating the new administrator or new address, pursuant to the procedure set
forth above.
13. INSURANCE
VRFA shall maintain in full force throughout the duration of this Agreement
comprehensive general liability insurance with a minimum coverage of $2,000,000 per
occurrence/aggregate for personal injury and property damage. This requirement shall
be deemed satisfied by evidence of VRFA’s membership in a municipal self-insurance
pool, including evidence of limits of coverages, exclusions and limits of liability
satisfactory to Auburn.
Auburn shall maintain in full force throughout the duration of this Agreement
comprehensive general liability insurance with a minimum coverage of $2,000,000 per
occurrence/aggregate for personal injury and property damage. This requirement shall
be deemed satisfied by evidence of Auburn’s membership in a municipal self-insurance
pool, including evidence of limits of coverages, exclusions and limits of liability
satisfactory to VRFA.
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14. INDEMNIFICATION
a. VRFA shall indemnify and hold Auburn and its agents, employees, and/or
officers, harmless from and shall process and defend at its own expense any and
all claims, demands, suits, at law or equity, actions, penalties, losses, damages, or
costs, of whatsoever kind or nature, brought against Auburn arising out of, in
connection with, or incident to the execution of this Agreement and/or VRFA’s
performance or failure to perform any aspect of this Agreement; provided that if
such claims are caused by or result from the concurrent negligence of Auburn, its
agents, employees, and/or officers, this indemnity provision shall be valid and
enforceable only to the extent of the negligence of VRFA; and provided further that
nothing herein shall require VRFA to hold harmless or defend Auburn, its agents,
employees and/or officers from any claims arising from the sole negligence of
Auburn, its agents, employees, and/or officers. No liability shall attach to Auburn by
reason of entering into this Agreement except as expressly provided herein.
b. Auburn shall indemnify and hold VRFA and its agents, employees, and/or
officers, harmless from and shall process and defend at its own expense any and
all claims, demands, suits, at law or equity, actions, penalties, losses, damages, or
costs, of whatsoever kind or nature, brought against VRFA arising out of, in
connection with, or incident to the execution of this Agreement and/or Auburn’s
performance or failure to perform any aspect of this Agreement; provided that if
such claims are caused by or result from the concurrent negligence of VRFA, ”its
agents, employees, and/or officers, this indemnity provision shall be valid and
enforceable only to the extent of the negligence of Auburn; and provided further,
that nothing herein shall require Auburn to hold harmless or defend VRFA, its
agents, employees and/or officers from any claims arising from the sole negligence
of VRFA, its agents, employees, and/or officers. No liability shall attach to VRFA by
reason of entering into this Agreement except as expressly provided herein.
15. WAIVER OF SUBROGATION
VRFA and Auburn hereby mutually release each other from liability and waive all right of
recovery against each other for any loss caused by fire or other perils which can be
insured against under fire insurance contracts, including any extended coverage
endorsements thereto which are customarily available from time to time in the State of
Washington; provided that this paragraph shall be inapplicable to the extent that it would
have the effect of invalidating any insurance coverage of VRFA or Auburn.
16. COMPLIANCE WITH REGULATIONS AND LAWS
The parties shall comply with all applicable laws, rules and regulations pertaining to them
in connection with the matters covered herein.
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17. ASSIGNMENT
The parties shall not assign this Agreement or any interest, obligation or duty therein
without the express written consent of the other party.
18. ATTORNEYS’ FEES
If either party shall be required to bring any action to enforce any provision of this
Agreement, or shall be required to defend any action brought by the other party with
respect to this Agreement, and in the further event that one party shall substantially prevail
in such action, the losing party shall, in addition to all other payments required therein, pay
all of the prevailing party’s reasonable costs in connection with such action, including such
sums as the court or courts may adjudge reasonable as attorney’s fees in the trial court
and in any appellate courts.
19. NONDISCRIMINATION
Each of the parties, for itself, its successors in interest, and assigns, as a part of the
consideration hereof, does hereby covenant and agree that it will comply with pertinent
statutes, Executive Orders and rules as are promulgated to assure that no person shall, on
the grounds of race, creed, color, national origin, sex, sexual orientation, age, or the
presence of any sensory, mental or physical handicap be discriminated against or receive
discriminatory treatment by reason thereof.
20. MISCELLANEOUS
a. All of the covenants, conditions and agreements in this Agreement shall
extend to and bind the legal successors and assigns of the parties hereto.
b. This Agreement shaII be deemed to be made and construed in accordance
with the laws of the State of Washington. Jurisdiction and venue for any action
arising out of this Agreement shall be in King County, Washington.
c. The captions in this Agreement are for convenience only and do not in any
way limit or amplify the provisions of this Agreement.
d. Unless otherwise specifically provided herein, no separate legal entity is
created hereby, as each of the parties is contracting in its capacity as a municipal
corporation of the State of Washington. The identity of the parties hereto is as set
forth hereinabove.
e. The performances of the duties of the parties provided hereby shall be done
in accordance with standard operating procedures and customary practices of the
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parties.
f. No provision of this Agreement shall relieve either party of its public agency
obligations and/or responsibilities imposed by law.
g. If any term or provision of this Agreement or the application thereof to any
person or circumstance shall, to any extent, be held to be invalid or unenforceable
by a final decision of any court having jurisdiction on the matter, the remainder of
this Agreement or the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable shall
not be affected thereby and shall continue in full force and effect, unless such court
determines that such invalidity or unenforceability materially interferes with or
defeats the purposes hereof, at which time either party shall have the right to
terminate the Agreement.
h. This Agreement constitutes the entire agreement between the parties. There
are no terms, obligations, covenants or conditions other than those contained
herein. No modifications or amendments of this Agreement shall be valid or
effective unless evidenced by an agreement in writing signed by both parties.
i. Copies of this Agreement shall be filed with the King County Records
Division and the respective Clerks of the parties hereto.
j. Interpretation or construction of this Agreement shall 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.
k. No party to this Agreement shall be held responsible for delay or default
caused by terrorism, natural disasters, riots, acts of god and/or war that is
beyond the reasonable control of the parties.
I. The failure of either party at any time to require performance by another
party of any provisions of this Agreement will in no way affect the party’s
subsequent rights and obligations under that provision, and waiver by any party
of the breach of any provision of this Agreement shall not be taken or held to be
a waiver of any succeeding breach of such provision or as waiver of such
provision itself.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day
and year first above written.
CITY OF AUBURN
________________________________
Nancy Backus, Mayor
Attest:
________________________________
Shawn Campbell, Auburn City Clerk
Approved as to form:
________________________________
Jason Whalen, Auburn City Attorney
VRFA
___________________________________
___________________________________
Printed Name, Title
Attest:
___________________________________
___________________________________
Printed Name, Clerk of the board
Approved as to form:
___________________________________
___________________________________
Printed Name, Council for VRFA
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Brian Snure
Brad Thompson Fire Chief
Stefanie Harper
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Exhibit A
SCOPE OF SERVICES
The following data sets, referred to as “Public Safety Data”, are managed and maintained by the
City of Auburn GIS. These are the core data sets available to VRFA in any GIS service outlined in
exhibit A.
• Address Points
• Fire Service Reporting and Response Districts: boundaries for response areas
• Auburn Police Patrol Districts: larger reporting areas within the City
• Auburn Police Reporting Districts: smaller reporting areas within the districts
• Railroads: BNSF and Union Pacific
• Streets: street centerlines
• Water Hydrants
In addition, the below data sets have been identified as critical by VRFA as they will be used in the
establishment and evaluation of both current and future performance. . These data sets will also be
available to VRFA in the same manner that the Public Safety Data is.
• Zoning: boundaries indicating City zoning and land use data.
• Fire Demand/Management Zones: boundaries designated by VRFA for response
management
• Bridges: non-pedestrian and pedestrian bridges within the City of Auburn
All services provided are based off of the data sets outlined above.
• Data exports (i.e. Esri shapefiles and Esri Geodatabase)
• Access to web-based map services for data consumption
• Dedicated GIS Website for VRFA
Services not included which may incur additional charges:
• License(s) to Auburn’s Esri software
• GIS related training beyond the initial stand up of eGIS site
• Customizations and development of non-standard features for dedicated eGIS site
• Data collection
• Data cleanup on non-Public Safety Data
• Initial cost or maintenance cost of data subscriptions
• Initial cost or maintenance cost of VRFA software
• Data analysis on special projects
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Requesting support:
All requests for service should be emailed to GISRequests@auburnwa.gov. Requests will
automatically be forwarded to the City GIS staff members for resolution.
Service levels:
For requests e-mailed Monday through Friday from 7:00 am to 5:00 pm (“regular business hours”),
we will use best efforts to respond within 60 minutes. During high call volumes, we will assist you
as soon as possible. Staff will not respond to request made outside regular business hours.
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Exhibit B
COST OF SERVICES
Billing
Services that are billed on an hourly basis will include a brief description of the service and hours
provided. Monthly charges for service are based on support items listed in Exhibit A. In the event
annual support and services exceed the scope of this agreement, VRFA agrees to negotiate these
additional services which may include mutually agreed adjustments to monthly service charges.
Monthly Costs
Support Function Billing Rate/ Description Cost
“General Services” Flat rate $910.00
$910.00
Variable Costs
Support
Function
Billing Rate/ Description Cost
“Additional
Services”
$210.00/per hour $210.00
$210.00
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