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RESOLUTION NO. 3 7 2 9
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF AUBURN, WASHINGTON, AUTHORIZING
THE MAYOR AND CITY CLERK TO EXECUTE A
CONTRACT WITH WASHINGTON2 ADVOCATES,
LLC, FOR CONSULTING SERVICES
WHEREAS, the City is engaged in or readying itself to be engaged in
various municipal functions, tasks and projects; and,
WHEREAS, it is in the City's best interests to have available the services
of qualified consultants who will be able to assist the City on projects related to
federal appropriations; and,
WHEREAS, the City desires to retain WASHINGTON2 ADVOCATES, LLC
to provide such services; and,
WHEREAS, WASHINGTON2 ADVOCATES, LLC, is qualified and able to
provide such consulting services in connection with the City's needs, and is
willing and agreeable to provide such services upon the terms and conditions
herein contained.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, HEREBY RESOLVES as follows:
Section 1. That the Mayor and the City Clerk are authorized to execute
an agreement in substantial conformity with the Agreement attached hereto,
marked as Exhibit "An and incorporated herein by this reference.
Section 2. That the Mayor is authorized to implement such administrative
procedures as may be necessary to carry out the directives of this legislation.
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Resolution 3729
May 11 2004
Page 1
Section 3. That this Resolution shall take effect and be in full force
upon passage and signatures hereon.
Dated and Signed this / ?tf!Lday of Stffi.¡ ,200 I.
ATTEST:
I\OaJ~;¿y¿,¡~
Danielle E. Daskam,
City Clerk
APPROVED AS TO FORM:
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Daniel B. Heid,
City Attorney
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Resolution 3729
May 11 2004
Page 2
CITY OF AUBURN
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PETER B. LEWIS
MAYOR
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CITY OF AUBURN AGREEMENT
FOR PROFESSIONAL/CONSULTING SERVICES
TIllS AGREEMENT made and entered into on this !~ day of ~ '
200 L, by and between the City of Auburn, a municipal corporation of the State of ashington,
hereinafter referred to as "City" and Washington2 Advocates, LLC, hereinafter referred to as the
"Consultant. "
WITNESSETH:
WHEREAS, the City is engaged in or readying itself to be engaged in various municipal
functions, tasks and projects; and,
WHEREAS, it is in the City's best interests to have available the services of qualified
consultants who will be able to assist the City on projects related to federal appropriations; and,
WHEREAS, the City desires to retain the Consultant to provide such services; and,
WHEREAS, the Consultant is qualified and able to provide such consulting services in
connection with the City's needs, and is willing and agreeable to provide such services upon the
terms and conditions herein contained.
NOW, THEREFORE, the parties hereto agree as follows:
1. Scope of Services.
The Consultant agrees to perform in a good and professional manner tasks related to
projects involving the City of Auburn also involving federal funding, including:
a. Engaging in communication with appropriate representatives of various agencies
and entities who would be involved in such projects, and
b. Advising and consúlting with the City regarding approaches and strategies on
how to promote projects advantageous to the City.
2. Independent Contractor.
The Consultant 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 the City.
3. Performance of Additional Services Prior to Execution of an Addendum.
The parties hereby agree that situations may arise in which services other than those
described on Exhibit "A" are desired by the City and the time period for the completion
of such services makes the execution of addendum impractical prior to the
commencement of the Consultant's performance of the requested services. The
Consultant hereby agrees that it shall perform such services upon the oral request of an
authorized representative of the City pending execution of an addendum, at a rate of
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compensation to be agreed to in connection therewith. The invoice procedure for any
such additional services shall be as described in Section 7 of this Agreement.
4. Consultant's Representations.
The Consultant hereby represents and warrants that he has all necessary licenses and
certifications to perform the services provided for herein, and is qualified to perform such
servIces.
5. City's Responsibilities.
The City shall do the following in a timely manner so as not to delay the services of the
Consultant:
a. Designate in writing a person to act as the City's representative with respect to the
services. In advance of any such designation, the Mayor of the City of Auburn
shall serve in such designated capacity. The City's designee shall have complete
authority to transmit instructions, receive information, interpret and define the
City's policies and decisions with respect to the services.
b. Examine and evaluate any and all studies, reports, memoranda, plans, and other
documents prepared by the Consultant in furtherance of the scope of services
hereof, and render decisions regarding such documents in a timely manner to
prevent delay of the services.
6. Acceptable Standards.
The Consultant shall be responsible to provide, in connection with the services
contemplated in this Agreement, work product and services of a quality and professional
standard acceptable to the City.
7. Compensation.
As compensation for the Consultant's performance of the services provided for herein,
the City shall pay the Consultant a monthly fee of Seven Thousand Five Hundred Dollars
($7,500.00) during the term hereof. The City shall also pay the Consultant's reasonable
travel expenses incurred in connection with work done in furtherance of the scope of
services hereof. The Consultant shall submit to the City a monthly invoice or billing
statement, and the City shall process the invoice or statement in the next billing/claim
cycle following receipt of the invoice or statement, and shall remit payment to the
Consultant thereafter in the normal course.
8. Term of Agreement.
The Term of this Agreement shall commence on the date hereof or on the 1st day of June,
2004, and shall terminate on the 31 st day of December, 2004, unless otherwise agreed to
in writing by the parties.
9. Ownership and Use of Documents.
All documents, reports, memoranda, and any other materials created or otherwise
prepared by the Consultant as part of his performance of this Agreement (the "Work
Products") shall be owned by and become the property of the City, and may be used by
the City for any purpose beneficial to the City.
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10. Records Inspection and Audit.
All compensation payments shall be subject to the adjustments for any amounts found
upon audit or otherwise to have been improperly invoiced, and all records and books of
accounts pertaining to any work performed under this Agreement shall be subject to
inspection and audit by the City for a period of up to three (3) years from the final
payment for work performed under this Agreement.
11. Continuation of Performance.
In the event that any dispute or conflict arises between the parties while this Contract is in
effect, the Consultant agrees that, notwithstanding such dispute or conflict, the Consultant
shall continue to make a good faith effort to cooperate and continue work toward
successful completion of assigned duties and responsibilities.
12. Administration of Agreement.
This Agreement shall be administered by Nina Collier, 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
Auburn City Hall
25 West Main Street
Auburn, WA 98001-4998
(253) 931-3000, Fax (253) 931-3053
Consultant
Washington2 Advocates, LLC
P. O. Box 1462
Bellevue, W A 98009
(425) 467-6900, Fax (425) 467-1037
nina.collier@Washingtonadvocates.com
13. 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 or
deposited in the United States mail, postage prepaid, for mailing by certified mail, return
receipt requested, and addressed, if to a party of this Agreement, to the address for the
party set forth above, or if to a person not a party to this Agreement, to the address
designated by a party to this Agreement in the foregoing manner.
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.
14. Insurance.
The Consultant shall be responsible for maintaining, during the term of this Agreement
and at its sole cost and expense, the types of insurance coverages and in the amounts
described below. The Consultant shall furnish evidence, satisfactory to the City, of all
such policies. During the term hereof, the Consultant shall take out and maintain in full
force and effect the following insurance policies:
a. Comprehensive public liability insurance, including automobile and property
damage, insuring the City and the Consultant against loss or liability for damages
for personal injury, death or property damage arising out of or in connection with
the performance by the Consultant of its obligations hereunder, with minimum
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liability limits of $1,000,000.00 combined single limit for personal injury, death
or property damage in anyone occurrence.
b. Such workmen's compensation and other similar insurance as may be required by
law.
c. Professional liability insurance with minimum liability limits of $1,000,000.
15. Indemnification.
The Consultant shall indemnify and hold harmless the City and its officers, agents and
employees, or any of them from any and all claims, actions, suits, liability, loss, costs,
expenses, and damages of any nature whatsoever, by any reason of or arising out of the
negligent act or omission of the Consultant, its officers, agents, employees, or any of
them relating to or arising out of the performance of this Agreement. If a final judgment
is rendered against the City, its officers, agents, employees and/or any of them, or jointly
against the City and the Consultant and their respective officers, agents and employees,
or any of them, the Consultant shall satisfy the same to the extent that such judgment was
due to the Consultant's negligent acts or omissions.
16. Assignment.
Neither party to this Agreement shall assign any right or obligation hereunder in whole or
in part, without the prior written consent of the other party hereto. No assignment or
transfer of any interest under this Agreement shall be deemed to release the assignor from
any liability or obligation under this Agreement, or to cause any such liability or
obligation to be reduced to a secondary liability or obligation.
17. Amendment. Modification or Waiver.
No amendment, modification or waiver of any condition, prOVlSlon or term of this
Agreement shall be valid or of any effect unless made in writing, signed by the party or
parties to be bound, or such party's or parties' duly authorized representative(s) and
specifying with particularity the nature and extent of such amendment, modification or
waiver. Any waiver by any party of any default of the other party shall not effect or
impair any right arising from any subsequent default.
Nothing herein shall limit the remedies or rights of the parties hereto under and pursuant
to this Agreement.
18. Termination and Suspension.
Either party may terminate this Agreement upon written notice to the other party if the
other party fails substantially to perform in accordance with the terms of this Agreement
through no fault of the party terminating the Agreement.
The City may terminate this Agreement upon not less than seven (7) days written notice
to the Consultant if the services provided for herein are no longer needed from the
Consultant.
If this Agreement is terminated through no fault of the Consultant, the Consultant shall be
compensated for services performed prior to termination in accordance with the rate of
compensation provided herein.
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19. Parties in Interest.
This Agreement shall be binding upon, and the benefits and obligations provided for
herein shall inure to and bind, the parties hereto and their respective successors and
assigns, provided that this section shall not be deemed to permit any transfer or
assignment otherwise prohibited by this Agreement. This Agreement is for the exclusive
benefit of the parties hereto and it does not create a contractual relationship with or exist
for the benefit of any third party, including contractors, sub-contractors and their sureties.
20. Costs to Prevailing Party.
In the event of such litigation or other legal action, to enforce any rights, responsibilities
or obligations under this Agreement, the prevailing parties shall be entitled to receive its
reasonable costs and attorney's fees.
21. Applicable Law.
This Agreement and the rights of the parties hereunder shall be governed by the
interpreted in accordance with the laws of the State of Washington and venue for any
action hereunder shall be in of the county in Washington State in which the property or
project is located, and if not site specific, then in King County, Washington; provided,
however, that it is agreed and understood that any applicable statute of limitation shall
commence no later than the substantial completion by the Consultant of the services.
22. Captions, Headings and Titles.
All captions, headings or titles in the paragraphs or sections of this Agreement are
inserted for convenience of reference only and shall not constitute a part of this
Agreement or act as a limitation of the scope of the particular paragraph or sections to
which they apply. As used herein, where appropriate, the singular shall include the plural
and vice versa and masculine, feminine and neuter expressions shall be interchangeable.
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.
23. Severable Provisions.
Each provision of this Agreement is intended to be severable. If any provision hereof is
illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect
the validity of the remainder of this Agreement.
24. Entire Agreement.
This Agreement contains the entire understanding of the parties hereto in respect to the
transactions contemplated hereby and supersedes all prior agreements and understandings
between the parties with respect to such subject matter.
25. Counterparts.
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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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
effective the day and year first set forth above.
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W ASHINGTON2 ADVOCATES, LLC.
ìw.-Ni~artner
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Attest:
kMt~
Danielle E. Daskam City Clerk
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