HomeMy WebLinkAboutHenderson Young & Co AG-C-240
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AGREEMENT FOR PROFESSIONAL SERVICES
AG-C-240
THIS AGREEMENT made and entered into by and between the CITY OF
AUBURN, a Municipal Corporation in King County, Washington, hereinafter referred to
as "CITY" and with Henderson Young & Company, a corporation whose address is
8060 - 165th Ave NE, Suite 220, Redmond, WA 98052-3935, hereinafter referred to as
"CONSULTANT".
In consideration of the covenants and conditions of this Agreement, the parties
hereby agree as follows:
1. SCOPE OF WORK.
The Consultant will perform the services described in Attachment "A", attached
and by this reference made part of this Agreement. The Attachment "A" services are
referred to herein as the Scope of Work.
2. TERM.
The CONSULTANT shall not begin any work under this Agreement until
authorized in writing by the CITY. All work under this Agreement shall be completed by
December 15, 2004.
The established completion time shall not be extended because of any delays
attributable to the CONSULTANT, but may be extended by the CITY in the event of a
delay attributable to the CITY, or because of unavoidable delays caused by an act of
GOD or governmental actions or other conditions beyond the control of the
CONSULTANT. A prior supplemental Agreement issued by the CITY is required to
extend the established completion time.
3. COMPENSATION.
The CONSULTANT shall be paid by the CITY for services rendered under this
agreement as provided hereinafter. Such payment shall be full compensation for work
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Agreement for Professional Services AG-C-240
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performed or services rendered and for all labor, materials, supplies, equipment and
incidentals necessary to complete the work. All billings for compensation for work
performed under this agreement will list specific project titles, actual time (days
and/or hours) and dates during which the work was performed and the compensation
shall be figured using the rates in Attachment "8", Schedule of Charges".
Payment shall be on a time and materials basis, approximating the amounts
associated with each task on Attachment "A". The amounts under each task may vary;
however, the total amount of the contract shall not exceed twenty-three thousand one
hundred dollars ($23,100.00).
In the event services beyond those specified in the Scope of Work, and not
included in the compensation listed in this Agreement are required, a contract
modification shall be negotiated and approved by the CITY prior to any effort being
expended on such services.
4. RESPONSIBILITY OF CONSULTANT.
The CONSULTANT shall be responsible for the professional quality, technical
accuracy, timely completion and the coordination of all studies, analysis, designs,
drawings, specifications, reports and other services performed by the CONSULTANT
under this Agreement. The CONSULTANT shall, without additional compensation,
correct or revise any errors, omissions or other deficiencies in its plans, designs,
drawings, specifications, reports and other services required. The CONSULTANT
shall perform its services to conform to generally accepted professional planning
practices and standards and the requirements of the CITY.
Any approval by the CITY under this Agreement shall not in any way relieve the
CONSULTANT of responsibility for the technical accuracy and adequacy of its
services. Except as otherwise provided herein, neither the CITY'S review, approval or
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acceptance of, nor payment for, any of the services shall be construed to operate as a
waiver of any rights under this Agreement or of any cause of action arising out of the
performance of this Agreement to the full extent of the law.
5. INDEMNIFICATIONIHOLD HARMLESS.
The CONSULTANT shall indemnify and hold the CITY and its officers and
employees harmless from and shall process and defend at its own expense all
claims, demands, or suits at law or equity arising in whole or in part from the
CONSULTANT'S negligence or breach of any of its obligations under this Agreement;
provided that nothing herein shall require the CONSULTANT to indemnify the CITY
against and hold harmless the CITY from claims, demands or suits based solely
upon the conduct of the CITY, their agents, officers and employees and provided
further that if the claims or suits are caused by or result from the concurrent
negligence of (a) the CONSULTANT'S agents or employees and (b) the CITY, their
agents, officers and employees, this indemnity provision with respect to (1) claims or
suits based upon such negligence, (2) the costs to the CITY of defending such claims
and suits, etc. shall be valid and enforceable only to the extent of the CONSULTANT'S
negligence or the negligence of the CONSULTANT'S agents or employees. The
provisions of this section shall survive the expiration or termination of this Agreement.
6. INDEPENDENT CONTRACTOR/ASSIGNMENT.
The parties agree and understand that the CONSULTANT is an independent
contractor and not the agent or employee of the CITY and that no liability shall attach to
the CITY by reason of entering into this Agreement except as otherwise provided
herein. The parties agree that this Agreement may not be assigned in whole or in part
without the written consent of the CITY.
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7. INSURANCE.
CONSULTANT shall procure and maintain for the duration of this Agreement,
commercial general liability insurance against claims for injuries to persons or
damage to property which may arise from or in conjunction with services provided to
the CITY by the CONSULTANT, its agents, employees or subcontractors, under this
Agreement. The CONSULTANT agrees to provide commercial general liability
insurance and shall maintain liability limits of no less then ONE MILLION DOLLARS
($1,000,000) per occurrence and ONE MILLION DOLLARS ($1,000,000) general
aggregate. The CONSULTANT shall also provide and maintain professional liability
coverage in the minimum liability limits of ONE MILLION DOLLARS ($1,000,000).
The general liability coverage shall also provide that the CITY, its officers,
employees and agents are to be covered as additional insured as respects: Liability
arising out of the services or responsibilities performed by or under obligation of the
CONSULTANT under the terms of this Agreement, by the CONSULTANT, its
employees, agents and subcontractors.
Both the general liability and professional liability coverage shall provide that
the CONSULTANT'S insurance coverage shall be primary insurance as respects the
CITY, its officials, employees and agents. Any insurance or self insurance maintained
by the CITY, its officials, employees or agents shall be excess to the CONSULTANT'S
insurance and shall not contribute with it. Each insurance policy required by this
section of the Agreement shall be endorsed to state that coverage shall not be
suspended, voided, or canceled except when thirty (30) days prior written notice has
been given to the CITY by certified mail return receipt requested. All insurance shall
be obtained from an insurance company authorized to do business in the State of
Washington. The CONSULTANT agrees to provide copies of the certificates of
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insurance to the CITY specifying the coverage required by this section within 14 days
of the execution of this Agreement. The CITY reserves the right to require that
complete, certified copies of all required insurance policies be submitted to the CITY
at any time. The CITY will pay no progress payments under Section 3 until the
CONSULTANT has fully complied with this section.
8. NONDISCRIMINATION.
The CONSULTANT 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.
9. OWNERSHIP OF RECORDS AND DOCUMENTS.
The CONSULTANT agrees that any and all drawings, computer discs,
documents, records, books, specifications, reports, estimates, summaries and such
other information and materials as the CONSULTANT may have accumulated,
prepared or obtained as part of providing services under the terms of this Agreement
by the CONSULTANT, shall belong to and shall remain the property of the CITY OF
AUBURN. In addition, the CONSULTANT agrees to maintain all books and records
relating to its operation and concerning this Agreement for a period of six (6) years
following the date that this Agreement is expired or otherwise terminated. The
CONSULTANT further agrees that the CITY may inspect any and all documents held
by the CONSULTANT and relating to this Agreement upon good cause at any
reasonable time within the six (6) year period. The CONSULTANT also agrees to
provide to the CITY, at the CITY'S request, the originals of all drawings, documents,
and items specified in this Section and information compiled in providing services to
the CITY under the terms of this Agreement.
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10. CERTIFICATION REGARDING DEBARMENT. SUSPENSION. AND OTHER
RESPONSIBILITY MATTERS-PRIMARY COVERED TRANSACTIONS.
The prospective primary participant certifies to the best of its knowledge and
belief, that it and its principals:
(a) Are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any federal
department or agency;
(b) Have not within a three-year period preceding this proposal been convicted
of or had a civil judgment rendered against them for commission or fraud or
a criminal offense in connection with obtaining, attempting to obtain, or
performing a public (federal, state, or local) transaction or contract under a
public transaction; violation of federal or state antitrust statues or
commission of embezzlement, theft, forgery, bribery, falsification or
destruction of records, making false statements, or receiving stolen
property;
(c) Are not presently indicted for or otherwise criminally or civilly charged by a
governmental entity (federal, state, or local) with commission of any of the
offenses enumerated in paragraph "(b)" of this certification; and
(d) Have not within a three-year period preceding this application/proposal had
one or more public transactions (federal, state, or local) terminated for
cause or default.
Where the prospective primary participant is unable to certify to any of the
statements in this certification, such prospective participant shall attach an
explanation to this proposal.
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11. TERMINATION OF AGREEMENT.
This Agreement may be terminated by either party upon twenty (20) days written
notice to the other party, and based upon any cause. In the event of termination due to
the fault of other(s) than the CONSULTANT, the CONSULTANT shall be paid by the
CITY for services performed to the date of termination.
Upon receipt of a termination notice under the above paragraph, the
CONSULTANT shall (1) promptly discontinue all services affected as directed by the
written notice, and (2) deliver to the CITY all data, drawings, specifications, reports,
estimates, summaries, and such other information and materials as the
CONSULTANT may have accumulated, prepared or obtained in performing this
Agreement, whether completed or in process.
12. GENERAL PROVISIONS.
12.1. This Agreement shall be governed by the laws, regulations and
ordinances of the City of Auburn, the State of Washington, King County, and where
applicable, Federal laws.
12.2. All claims, disputes and other matters in question arising out of, or
relating to, this Agreement or the breach hereof, except with respect to claims which
have been waived, will be decided by a court of competent jurisdiction in King County,
Washington. Pending final decision of a dispute hereunder, the CONSULTANT and
the CITY shall proceed diligently with the performance of the services and obligations
herein.
12.3. In the event that any dispute or conflict arises between the parties while
this Agreement is in effect, the CONSULTANT agrees that, notwithstanding such
dispute or conflict, the CONSULTANT shall continue to make a good faith effort to
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cooperate and continue work toward successful completion of assigned duties and
responsibilities.
12.4. The CITY and the CONSULTANT respectively bind themselves, their
partners, successors, assigns, and legal representatives to the other party to this
Agreement with respect to all covenants to this Agreement.
12.5. This Agreement represents the entire and integrated Agreement between
the CITY and the CONSULTANT and supersedes all prior negotiations,
representations or agreements either oral or written. This Agreement may be
amended only by written instrument signed by both the CITY and the CONSULTANT.
12.6. Should it become necessary to enforce any term or obligation of this
Agreement, then all costs of enforcement including reasonable attorneys fees and
expenses and court costs shall be paid to the substantially prevailing party.
12.7. The CONSULTANT agrees to comply with all local, state and federal laws
applicable to its performance as of the date of this Agreement.
12.8. If any provision of this Agreement is invalid or unenforceable, the
remaining provisions shall remain in force and effect.
12.9. This Agreement shall be administered by Randall L. Young, on behalf of
the CONSULTANT, and by the Mayor of the CITY, or designee, on behalf of the CITY.
Any written notices required by the terms of this Agreement shall be served on or
mailed to the following addresses:
City of Auburn Henderson Young & Company
Attn: Dave Smith, Fire Marshal Attn: Randall L. Young
25 W Main Street 8060 - 165th Ave. NE, Suite 220
Auburn WA 98001 Redmond, Washington 98052-3935
Phone: 253.288.7414 Phone: 425.869.1786
Fax: 253.931.3055 Fax: 425.869.5669
E-mail: dsmith@cLauburn.wa.us E-mail: ryounghyco@aol.com
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12.10. All notices or communications permitted or required to be given under
this Agreement shall be in writing and shall be delivered in person or deposited in the
United States mail, postage prepaid. Any such delivery shall be deemed to have been
duly given if mailed by certified mail, return receipt requested, and addressed to the
address for the party set forth in 12.9, or if to such other person designated by a party
to receive such notice. It is provided, however, that mailing such notices or
communications by certified mail, return receipt requested is an option, not a
requirement, unless specifically demanded or otherwise agreed.
Any party may change his, her, or its address by giving notice in writing, stating
his, her, or its new address, to any other party, all pursuant to the procedure set forth
in this section of the Agreement.
12.11. 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.
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Agreement for Professional Services AG-G-240
September 13, 2004
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LeWis'j':;yor &
Date -q:LL )\)
(
ATTEST:
11M00~~)
Danielle E. Daskam, City Clerk
'------
HENDERSON YOUNG & COMPANY
BY:
Randall L. Young
Title: President
Address: 8060 - 165th Ave. NE. Suite 220
Address: Redmond. Washinaton 98052-3935
Phone (425) 869-1786
Fax # (425) 869-5669
Federal Tax ID #
H:\CONSUL TANTSlAGREEMENTS\2004IAGC240 AGREEMENT.DOC
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Agreement for Professional Services AG-G-240
September 13, 2004
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ATTACHMENT A
CITY OF AUBURN
FIRE IMPACT FEE STUDY
SCOPE OF SERVICES AND BUDGET
Henderson, Young & Company
A. Assemble Back~ound Information and Prepare MethodolollY
A.1. Assemble Background Information and Current Data
The Consultant will list background information and current data that will be
provided by fire service staff and City staff, and the Consultant will respond to
questions and requests for clarification fonn staff. The list will provide specific
guidelines for the following information:
Inventory and Current Levels of Service
Fire service staff will prepare an inventory of existing fire stations and apparatus
(Le., fire engines, pumpers, aerial trucks, tankers, brush trucks, etc.) , and current
levels of service, such as response times, staffing levels and call loads.
Incident Data
Fire service staff will provide run reports or other response data from, or similar to,
the state andlor national incident reporting systems.
Cost Information
Fire service staff will provide local examples of costs of fire stations and apparatus.
Local data will include recent actual costs for stations and apparatus acquired in
the last 3 years and costs listed in the most recent capital improvements plan for
fire protection.
Revenue and Financing History
Fire service staff will assemble information about revenues that were used to pay
for fire stations and apparatus during the past 3 years.
Property Information/Growth and Demographic Data
City staff will provide the most recent local information about existing and future
population, dwelling units, and non-residential development.
A.2. Evaluate Data
The Consultant will review the data from Task A.1. The Consultant will follow-up
with fire service and City staff regarding any information that is incomplete or
inconsistent.
A.3. Prepare Methodology for Fire Impact Fees
The Consultant will develop the methodology for fire impact fees.
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B. Cost Model and Data Analvsis
B.t. Prepare Cost Model
The Consultant will develop the formulas and algorithms for calculating Ihe fire
impact fee to implement the methodology identified during Task A.3. The
Consultant will describe each variable in each formula, and document the data
and/or assumptions used for each variable.
B.2. Analyze Data
The Consultant will analyze the data from Task A.1 to determine the current levels
of service of fire protection, calculate cost basis of fire stations and apparatus to
be used in the impact fee for fire protection, incident rates for various types of land
use, and calculate the "adjustment" (i.e., credit) calculation for impact fees.
C. Impact Fee Rates and Ordinance
C.l. Calculate Rates, and Prepare Rate Study
The Consultant will use the cost model from Task B.1 to calculate the impact fee
rate for each category of land use. The Consultant will enter in the model the data
from the research and analysis (Tasks A and B), and the model will calculate the
impact fee rates.
The Consultant will prepare a rate study to describe all the equations, data,
assumptions, and resulting impact fee rates.
C.2. Prepare Ordinance
The Consultant will prepare an impact fee ordinance to implement the fire impact
fee.
D. Meetings and Public HearinQ"s
D.I. Review of Draft Fire Impact Fees by Fire service and City Staff
The Consultant will participate in one meeting with fire service and City staff to
respond to staff questions, comments, and suggestions about the draft rate study
and ordinance for fire impact fees.
The Consultant will revise the draft fire impact fee as indicated by input from fire
service and City staff.
D.2. Review of Fire Impact Fees by City Council and Stakeholders
The Consultant will attend and participate in one public meeting of the City Council
which will be open to the community and all stakeholders (i.e., development
industry, and homeowner or taxpayer groups). The Consultant will present the rate
study and ordinance for fire impact fees, respond to comments, questions and
suggestions from Councilmembers and stakeholders.
The Consultant will revise the fire impact fee as indicated by input from City Council
and stakeholders.
D.3. Review and Adoption of Fire Impact Fees by City Council
The Consultant will attend and participate in one public hearing of the City Council.
The Consultant will present the rate study and ordinance for fire impact fees,
respond to public comments, and assist the Councilmembers in their review and
consideration of fire impact fees for the City.
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Agreement for Professional Services AG-G-240
September 13, 2004
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ATTACHMENTB
Schedule of Charges
Henderson Young & Company
Effective January 1, 2004 - December 31, 2004
Hourly rates
Randy young.... ................. ...... ... .......... ..... $ 170.00
Jane Fit2patrick ..........................................$ 120.00
Other Rates/ExDenses
Direct out of pocket non-salary expenses for documentation reproduction, postage etc
will be reimbursed to Henderson Young & Company at Henderson Young & Companys'
actual cost. Auto mileage for necessary travel will be reimbursed at the rate of
$0.365/mile or the current approved IRS rate.
For the services performed, Henderson Young & Company will be paid as charges accme. The
hourly rates will include direct labor costs, overhead costs, and all indirect costs of Henderson
Young & Company such as office equipment, computer use, local telephone etc.
Billings for direct non-salary expenscs, directly identifiable with the project scope of work, shall
be itemized with a listing of expenses supported by copies of the original bills retained by the
CONSULTANT. Copies of the original supporting documents shall be provided to the CITY
upon request.
Henderson Young & Company shall submit invoices on a monthly basis unless otherwise
indicated in this agreement.
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Agreement for Professional Services AG~C-240
September 13. 2004
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CONSULTANT INVOICES
Consultant invoices should contain the following information:
. On consultant letterhead.
. A cover letter stating the status of each task. This should include items completed, percent
completed during the billing period and completion along with funding status.
. Internal invoice number and/or sequential numeric number (i.e.: progrcss payment # 10).
. Invoice date.
. Period of time invoice covers.
. Consultant Agreement # (i.e.: AG-C-OIO).
. Project number(s) listed (i.c.: PR562).
. City's project manager listed.
. The hour(s) per person broken down by task(s) (attach timesheets, spreadsheet detailing
timesheets, or some other form ofproot) along with type of work done (i.e.: design, right-of-
way, or construction) or task order number.
. Direct salary (base salaries)
. Indirect salary (benefits)
. Direct non-salary (i.e.: mileage, reproduction fees (i.e.: printing, copying), communication
fees (i.e.: telephone), supplies, computer charges, subconsuttants), indirect non-satary
(overhead). The City does not pay for consultant meals unless part of a task requires travel
outside of the greater Seattle, Tacoma, and Everett area. These costs are to be broken down
and backup information is to be attached to invoice. Project managers are to infimn
consultants as to what is required for break down information and if backup information is to
be attached. Break out the same for subconsultant charges.
. Previous and remaining base contract amounts left in each task and total contract - total
authorized amount (bottom line figure). Add amendments to this base contract amount for
total authorized amount.
. Percentage of work completed to date compared to total amount of work (if required by the
project manager).
. Status of Management Reserve Fund (MRF) (i.e.: a certain task) until we can gel an
amendment in place.
. Invoices for previous year is due by January 15th.
. For grant/special funded projects thcre might be other special information needed, reference
the LAG manual.
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Agreement for Professional Services AG-C-240
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AMENDMENT #1 TO AGREEMENT NO. AG-C-240 BETWEEN
THE CITY OF AUBURN AND HENDERSON YOUNG & COMFIANY
RELATING TO A FIRE IMPACT FEE STUDY
THIS AMENDMENT is made and entered into this J. 'f~ day of ~~ '
2005, by and between the CITY OF AUBURN, a municipal corporati of the St te of
Washington (hereinafter referred to as the "CITY"), and Henderson Young &
Company, (hereinafter referred to as the "CONSUL TANT"), as an Amendment to the
Agreement between the parties for AG-C-240 executed on the 21st day of September,
2004.
The changes to the agreement are described as follows:
1. CONTRACT TERM: The term of the Agreement for Professional ServiGes is
extended to March 31, 2005
2. SCOPE OF WORK: There is no change in the scope of work.
3. COMPENSATION: There is no change to the amount authorized in the original
agreement.
REMAINING TERMS UNCHANGED: That all other provisions of the Agreement
between the parties for AG-C-240 executed on the 21st day of September, 2004, shall
remain unchanged, and in full force and effect.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
day and year first above written.
HENDERSON YOUNG & COMPANY C
By: ~~ _"
::;>
Authorired signature Pe er B. Lewis, Mayor .".
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Amendment No.1 for Agreement No. AG-C-240
Henderson Young & Company
Page 1 of 2
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ATTEST (Optional): ATTEST:
By: JJI2110( 6J/? 4L )
-
Its: Danielle E. Daskam, Auburn City Clerk
Approved as to form (Optional): Approved as to form:
~
-G '
Attorney for (Other Party) Daniel B. Heid, Auburn City Attorney
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Amendment No. 1 for Agreement No. AG-C-240
Henderson Young & Company
Page 2 of 2
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