Loading...
HomeMy WebLinkAbout29781 RESOLUTION NO. 2 9 7 8 2 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, 3 WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY AND THE 4 MILLER HULL PARTNERSHIP FOR CONSULTANT SERVICES RELATING TO RENOVATIONS OF THE EXISTING AUBURN LIBRARY INTO A NEW AUBURN 5 SENIOR CENTER. 6 THE COUNCIL OF THE CITY OF AUBURN, WASHINGTON, IN A 7 REGULAR MEETING DULY ASSEMBLED, HEREWITH RESOLVES THAT: 8 SECTION 1. The Mayor and City Clerk of the City of 9 10 Auburn are herewith authorized to execute an Agreement for 11 Professional Services between the City and THE MILLER HULL 12 PARTNERSHIP for consultant services relating to renovations of ]3 the existing Auburn Library into a new Auburn Senior Center. 14 A copy of said Agreement is attached hereto, denominated as 15 Exhibit "A" and made a part hereof as though set forth in full 16 herein. 17 SECTION 2. The Mayor is hereby authorized to implement 18 such administrative procedures as may be necessary to carry 19 out the directives of this legislation. 20 21 22 23 24 25 26 Resolution No. 2978 June 11, 1998 Page 1 1 DATED this 6th day of July, 1998. 2 3 CITY OF AUBURN 4 6 CHARLES A. BOOTH 7 MAYOR 8 9 ATTEST: ]0 11 13 Danielle E. Daskam, City Clerk 14 15 16 APPROVED AS TO FORM: 17 18 M i c~~haelJ~.' R e~d 19 20 City Attorney 2] 22 23 24 25 2~ Resolution No. 2978 June 11, 1998 Page 2 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT made and entered into by and between the CITY OF AUBURN, a Municipal Corporation in King County, Washington, whose address is 25 West Main Street, Auburn, WA 98001, hereinafter referred to as "CITY", and THE MILLER HULL PARTNERSHIP, a partnership, whose address is Maritime Building, 911 Western Avenue, Room 220, Seattle, WA 98104, 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 shall complete the schematic design, lead public input sessions (two, total) and produce drawings suitable for fund raising for the renovations of the existing Auburn Library into the new Auburn Senior Center located at Les Cove Park. 2. TERM Work to be completed li~ months from approval to proceed date. 2. COMPENSATION. Our fees for the project based on the Scope of Work will not exceed $35,000. Breakdown of fees to include: Schematic Design ~ $29,568. Kitchen Consultant $ 2,500. Reimpursable Expenses to include reprographics, Delivery services, postage, long distance telephone, Mileage $ 2.500. $34,568. Agreement for Professional Services contract/~iuer}hu Exhibit "A" April 1, 1998 Resolution No. 2978 Page I of 10 Compensation shall be invoiced on a monthly basis, percent complete as the project progresses. 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 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 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. INDEMNIFICATION/HOLD HARMLESS The CONSULTANT shall indenmify and hold the CITY and its officers and employees harmless from and shall process and defend at its o'~n 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 a 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, Agreement for Professional Services Contract/MillerHull April 1, 1998 Page 2 of I0 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. 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 subc6ntractors, 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 Agreement for Professional Services Contract/MillerHull April 1, 1998 Page 3 of 10 minimum liability limits of ONE MILLION DOLLARS ($1,000,000) per claim and ONE MILLION DOLLARS ($1,000,000) aggregate. 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 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 ~o 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 Agreement for Professional Services Contract/MillerHull April 1, 1998 Page 4 of 10 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. Reuse by the City of any of the drawings, computer discs, documents, records, books, specifications, reports, estimates, summaries and such other information and materials on extensions of this project or any other project without the written permission of the CONSULTANT shall,be at the CITY'S sole risk and the CITY agrees to defend, indemnify and hold harmless the CONSULTANT from all claims, damage and expenses including attorney's fees arising out of such unauthorized reuse of the CONSULTANTS drawings, computer discs, documents, records, books, specifications, reports, estimates, summaries and such other information and materials by Agreement for Professional Services Contract/MillerHull April 1, 1998 Page 5 of 10 the CITY, it's officials, employees, agents, or others that may obtain the information from the CITY. 10. 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. ,~ 11. GENERAL PROVISIONS 11.1. This Agreement shall be govemed by the laws, regulations and ordinances of the City of Aubum, the State of Washington, King County, and where applicable, Federal laws. 11.2. All claims, disputes and other matters in qudstion 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 Agreement for Professional Services Contract/MillerHull April 1, 1998 Page 6 of 10 and the CITY shall proceed diligently with the performance of the services and obligations herein. 11.3. 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. 11.4. 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. 11.5. 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. 11.6. The CONSULTANT agrees to comply with all local, state and federal laws applicable to its pyrformance as of the date of this Agreement. 11.7. If any provision of this agreement is invalid or unenforceable, the remaining provisions shall remain in force and effect. Agreement for Professional Services Contract/MillerHull April 1, 1998 Page 7 of 10 CITY OF AUBURN Charles A. Booth, Mayor Date ~'-- .~, .5'~ ~ ~ ATTEST: APPROVED AS TO FORM: Michael J. Reynolds, City Attorney BY: Authorized Signature Print or Type Name TITLE: Address Federal T~ ID Agreement for Professional Services Contract/MillerHull April 1, 1998 Page 8 of 10 STATE OF WASHINGTON ) )ss. County of King ) I certify that I know or have satisfactory evidence that , is the person(s) who appeared before me, and said person(s) acknowledged the he/she/they signed this instrument, on oath stated that he/she/they was/were authorized to execute the instrument and acknowledged it as the _.e~.~ ~ -~C-"~.~c:::;ll'~'~ cq~-,~--Z~?~ , of ~ ~L~.~,. ~CL .~[t~rkD~;L~'/O~(corporation, sole proprietorship, partnership, ~.L.C., or individual), to be the free and voluntary act of such party for the uses and purposes mentioned in this instrument. Dated q. C~. Agreement for Professional Services Contract/MillerHull April 1, 1998 Page 9 of 10 STATE OF WASHINGTON) County of King ) I certify that I know or have satisfactory evidence that Cha~es A. Booth and Danielle E. Daskam were the persons who appeared before me, and said persons acknowledged that they signed this instrument, on oath stated that they were authorized to execute the instrument and acknowledged it as the MAYOR and CITY CLERK of the CITY OF ALlBURN to be the free and voluntary Dated ~-:'~*~IY~R;.~X$ ':. Notary Public in and ~or the State of ashington to..-; ~.,~ ~ ~: ! My appointment expires ~ }q ~Vix~¢ Agreement for Professional Services Contract/M~lerHull April 1, 1998 Page 10 of 10