HomeMy WebLinkAbout3103 RESOLUTION NO. 3 10 3
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO
EXECUTE AN AGREEMENT FOR PROFESSIONAL SERVICES WITH S. M.
STEMPER ARCHITECTS TO PROVIDE ROOFING CONSULTANT SERVICES
AT AUBURN MUNICIPAL AIRPORT.
THE COUNCIL OF THE CITY OF AUBURN, WASHINGTON, IN A
REGULAR MEETING DULY ASSEMBLED, HEREWITH RESOLVES AS
FOLLOWS:
SECTION 1. The Mayor and City Clerk of the City of Auburn are
herewith authorized to execute an Agreement for Professional Services with S.
M. STEMPER ARCHITECTS to provide roofing consultant services at Auburn
Municipal Airport. A copy of said Agreement as set forth in Exhibit "A" is
attached hereto and incorporated herein by this reference.
SECTION 2. The Mayor is hereby authorized to implement such
administrative procedures as may be necessary to carry out the directives of
this legislation.
DATED this 6th day of July, 1 ~99.
Resolution No. 3103
June 29, 1999
Page 1
CITY OF AUBURN
CHARLES A. BOOTH
MAYOR
ATTEST:
Danielle E. Daskam,
City Clerk
APPROVED AS TO FORM:
Michael J. Reynolds,
City Attorney
Resolution No. 3103
June 29, 1999
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, hereinafter referred to
as "CITY" and with S.M. STEMPER ARCHITECTS, whose address is Tower Building,
Suite 208, 1809 Seventh Avenue, Seattle, WA 98101. 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 accomplish the scope of
services presented in "Exhibit A", attached hereto.
2. TERM. Upon receipt from the CITY of written Notice to Proceed, the
Consultant shall complete the services as outlined in the Scope of Work and Fee
Proposal, attached and designated "Exhibit A", within 40 days.
3. COMPENSATION. Compensation for services to be paid to the
Consultant for Items I. through II1., as set forth in the "Exhibit A" shall be a lump sum fee
of $14,335.
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
Agreement for Professional Services
June 29, 1999 (LXAGREE\STEMPER)
Page 1
perform its services to conform to generally accepted professional architectural
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 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 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 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, 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) allaims 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.
Agreement for Professional Services
June 29, 1999 [L%AGREE\STEMPER]
Page 2
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 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) 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
Agreement for Professional Services
June 29, 1999 [L~AGREE\STEMPER]
Page 3
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 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 ~nd 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.
Agreement for Professional Services
Jane 29, 1999 [L~GREE\STEMPER]
Page 4
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,i 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 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
Agreement for Professional Services
June 29, 1999 [L~GREE\STEMPER]
Page 5
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 governed by the laws, regulations and ordinances
of the City of Auburn, the State of Washington, King County, and where applicable,
Federal laws.
11.2. 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.
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 sulSersedes 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.
Agreement for Professional Services
June 29, 1999 [L~,GREE\STEMPER]
Page 6
11.6. The CONSULTANT agrees to comply with all local, state and federal laws
applicable to its performance 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.
CITY. OF AUBURN
CHARLES A. BOOTH MAYOR
ATTEST:
Dan~elle E. Daskam
City Clerk
PRO~ORM:
Michael J. Reynolds .
City Attorney
Agreement for Professional Services
June 29, 1999 [L~GREE\STEMPER]
Page 7
S. M. STEMPER ARCHITECTS
BY(~~~e
Print or Type Name
TITLE:
STATE OF WASHINGTON)
)ss.
County of King )
I certify that I know or have satisfactory evidence that CHARLES A. BOOTH AND
DANIELLE E. DASKAM were 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
MAYOR and CITY CLERK, of the CITY OF AUBURN to be the free and voluntary act of
such pady for the uses and purposes mentioned in this instrument.
Dated '7' r/,, ,~ ~
.' T;,- ,, A.
'%°~,~;"~;,~.i~t~; My commission expires: 70 - 9 - 9 9
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Agreement for Professional Services
June 29, 1999 [L~AGREE\STEMPER]
Page 8
S. M. STEMPER ARCHITECTS
BY~,Au~e
Print or Type Name
TITLE:
STATE OF WASHINGTON)
)SS.
County of King )
I certify that I know or have satisfactory evidence that CHARLES A. BOOTH AND
DANIELLE E. DASKAM were the person(s) who appeared before me, and said
person(s) acknowledged the he/she/they signed this instrument,' on oath stated that
he/~he/they was/were authorized to execute the instrument and acknowledged it as the
MAYOR and CITY CLERK, of the CITY OF AUBURN to be the free and voluntary act of
such party for the uses and purposes mentioned in this instrument.
Dated ?'- r/,, 2 ?
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; NOTAI~~~~!/,,~! · ·
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Agreement for Professional Services
June 29, 1999 [LV~GRESSTEMPER]
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