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RESOLUTION NO. 3 1 2 8
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 HENDERSON, YOUNG AND
COMPANY FOR SERVICES RELATED TO THE DEVELOPMENT AND
IMPLEMENTATION OF A CONCURRENCY ORDINANCE AND CONCURRENCY
MANAGEMENT SYSTEM AND TO CONDUCT A TRANSPORTATION IMPACT FEE
RATE STUDY.
THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, IN A
REGULAR MEETING DULY ASSEMBLED, HEREWITH RESOLVES THAT:
Section 1. The Mayor and the City Clerk of the City of Auburn, Washington, are
herewith authorized to execute an Agreement for Professional Services with
Henderson, Young and Company to provide services related the development and
implementation of concurrency ordinance and concurrency management system and to
conduct a transportation impact fee rate study. A copy of said Agreement for
Professional Services is attached hereto and denominated as Exhibit "A".
Section 2. The Mayor is hereby authorized to implement such administrative
procedures as may be necessary to carry out the directives of this legislation.
Resolution No. 3128
11/10/99
Page 1 of 2
DATED and SIGNED this 6`h day of December, 1999.
CHARLES A. BOOTH
MAYOR
ATTEST:
~
Dan' Ile E. Daskam,
City Clerk
APPROVED AS TO FORM:
Michael J. Reynolds,
City Attorney
Resolution No. 3128
11/10/99
Page 2 of 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
Henderson, Young and Company, a Washington corporation whose address is 16700 NE 79th
Street, Suite 202, Redmond, Washington 98052„ 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.
See Appendix A
2. TERM.
The term of this agreement shall be until the scope of work is completed or a
maximum of 120 days from receipt of notice to proceed, whichever is less.
COMPENSATION.
See Appendix A
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
W, e- s - 3/dV
Agreement for Professionat Services
November 10, 1999
Page 1 of 10
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 transportation planning standardsand 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 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
Agreement for Professional Services
November 10, 1999
Page 2 of 10
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 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.
Agreement for Professional Services
November 10, 1999
Page 3 of 10
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 insurarice 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 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 CONSLTLTANT agrees to
Agreement for Professional Services
November 10, 1999
Page 4 of 10
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 CONSiJLTANT from all claims, damage and expenses including attorney's
fees arising out of such unauthorized reuse of the CONSLJLTANTS 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 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
Agreement for Professional Services
November 10, 1999
Page 5 of 10
other information and materials as the CONSLTLTANT 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 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 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.
Agreement for Professional Services
November 10, 1999
Page 6 of 10
CITY OF AUBURN
- Oo~~ (3e
Charles A. Booth, Mayor
Date ! ~'l0" fJr
ATTEST:
Dani lle E. Daskam, City Clerk
APPROVED AS TO FORM:
Michael J. Reynolds, City Attorney
Henderson, Young and Company
BY:
Authorized Signature
Print or Type Name
TITLE:
Address
Address
Phone
Fax #
Federal Taac ID #
Agreement for Professional Services
November 70, 1999
Page 7 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
of
(corporation, sole proprietorship, partnership,
L.L.C., or individual), to be the free and voluntary act of such party for the uses and purposes
mentioned in this instnunent.
Dated
Notary Public in and for the State of Washington
residing at
My appointment expires:
Agreement for Professional Services
November 10, 1999
Page 8 of 10
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 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 AUBURN to be the free and voluntary
act of such parties for the uses and purposes mentioned in this instrument.
Dated - !Q -
= P~P A `e;
- ~ •~ssioN • 0~
c-'••,
NoT'qq 9~
Notary Public in and for the State of Washington
~rf ~o` 3 . ~ My appointment expires /D -
~ s -o ~
y~~ pfiw :
REF. H:\F'ORMS\F'E054 (R 10/98)
E:\FORMS\FE054 (R 10/98)
Agreement for Professional Services
November 10, 1999
Page 9 of 10
APPENDIX A
Impact Fee and Concurrency Completion:
Tasks, Schedule and Costs
Contract Task and Completion Sub Task --]Schedulel ::C:O:S::t::1
1. Impact Fees: Transportation
$16,000
1.1 Model 6 year traffic
(modeling by TModel, cost not included in fee estimate
Jan.
1.2 Revise list of transportation projects per CFP
Jan.
1.3 Significant recalculation of cost per trip
and impact fee rates, revised rate study
Feb.
1.4 Staff review of revised transportation impact fees
Feb.
1.5 Prepare final transportation impact fee rate study
Mar.
Total Cost $16,000