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RESOLUTION NO. 3879
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR
AND THE CITY CLERK TO EXECUTE AN AGREEMENT
FOR PROFESSIONAL SERVICES BETWEEN THE CITY
OF AUBURN AND LMN ARCHITECTS, INC. FOR THE
PURPOSE OF PREPARING DESIGN STANDARDS FOR
AUBURN'S URBAN CENTER
WHEREAS, in 2001, the City of Auburn adopted a Downtown Plan as an
element of its Comprehensive Plan; and
WHEREAS, the Downtown Plan provides a policy framework for the
development of design standards for future development within the downtown
area; and
WHEREAS, the City of Auburn's downtown area was designated as an
Urban Center by the Growth Management Planning Council; and,
WHEREAS, the City desires to formulate design standards that will apply
to new development within the downtown area, consistent with the Downtown
Plan and its designation as an Urban Center;
WHEREAS, Mark Hinshaw of LMN Architects is a recognized leader in the
development of design standards and guidelines for cities throughout the Puget
Sound region.
NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, IN A REGULAR MEETING DULY ASSEMBLED, HEREWITH
RESOLVES AS FOLLOWS:
Section 1. Purpose. The Mayor and the City Clerk of the City of Auburn
are hereby authorized to execute an Agreement for Professional Services with
Resolution No. 3879
July 27, 2005
Page 1 of 2
LMN Architects, Inc., to prepare draft design guidelines for Auburn's Urban
Center, in substantial conformity with the agreement attached hereto and
designated Exhibit "A" and incorporated herein by reference.
Section 2. Implementation. The Mayor is hereby authorized to
implement such administrative procedures as may be necessary to carry out the
directives of this legislation.
Section 3. Effective Date. That this Resolution shall take effect and be
in full force upon passage and signatures hereon.
DATED and SIGNED this ./S+ day of August, 2005.
CITY OF AUBURN
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Peter B. Lewis
MAYOR
ATTEST:
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Danielle E. Daskam,
City Clerk
APPRO~i",A". S(l3; T, " ' RM:,
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Daniel B. Heid, ~ J '--...
City Attorney
Resolution No. 3879
July 27, 2005
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 LMN Architects, whose address is 801 2nd Ave. Suite 501, 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.
See Exhibit A, which is attached hereto and by this reference made a part of this
Agreement.
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 31, 2005.
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 total compensation for this Agreement shall not exceed $36,000.00. Paid
per rates are attached in the fee schedule as shown on Exhibit B, which is attached
hereto and by this reference made a part of this Agreement.
Exhibit "A", Resolution No. 3879
June 30, 2005
Page 1 of 14
In the event services are required beyond those specified in the Scope of Work,
and not included in the compensation listed in this Agreement, a contract modification
shall be negotiated and approved by the CITY prior to any effort being expended on
such services.
4. SUBCONTRACTING.
The CITY permits subcontracts for those items of work necessary for the
completion of the project. The CONSULTANT shall not subcontract for the
performance of any work under this AGREEMENT, except as provided in Exhibit A,
without prior written permission of the CITY. No permission for subcontracting shall
create, between the CITY and subcontractor, any contractor or any other relationship.
Compensation for any subconsultant work is included in Section 3 of this
Agreement and all reimbursable direct labor, overhead, direct non-salary costs and
fixed fee costs for the subconsultant shall be substantiated in the same manner as
outlined in Section 3. All subcontracts exceeding $10,000.00 in cost shall contain all
applicable provisions of this AGREEMENT.
5. 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 standards
and the requirements of the CITY.
Exhibit "A", Resolution No. 3879
June 30, 2005
Page 2 of 14
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.
6. INDEMNIFICATION/HOLD HARMLESS.
The CONSULTANT shall defend, indemnify and hold the CITY, its officers,
officials, volunteers, and employees harmless from and shall process and defend at its
own expense any and all claims, injuries, damages, losses, or suits, including attorney
fees or equity arising in whole or in part from the acts, errors or omissions of the
CONSULTANT in performance of this Agreement, or 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 sole negligence of the CITY,
its officers, officials, volunteers, 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, its officers, officials,
volunteers, or 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.
7. INDEPENDENT CONTRACTOR/ASSIGNMENT.
Exhibit "A", Resolution No. 3879
June 30, 2005
Page 3 of 14
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.
8. INSURANCE.
CONSULTANT shall procure and maintain for the duration of this Agreement,
insurance against claims for injuries to persons or damage to property which may arise
from or in connection with the performance of the work hereunder by the
CONSULTANT, its agents, representatives, or employees.
CONSULTANT shall obtain insurance of the types and in the amounts described
below:
1. Automobile Liability insurance covering all owned, non-owned, hired and
leased vehicles, with a minimum combined single limit for bodily injury and
property damage of $1 ,000,000 per accident. Coverage shall be written on
Insurance Services Office (ISO) form CA 00 01 or a substitute form providing
equivalent liability coverage. If necessary, the policy shall be endorsed to
provide contractual liability coverage.
2. Commercial General Liability insurance shall be written on ISO occurrence
form CG 00 01 and shall cover liability arising from premises, operations,
independent contractors, and personal injury and advertising injury, with limits
no less than $1,000,000 each occurrence, $2,000,000 general aggregate.
The CITY, its officers, employees and agents shall be named as an insured
under the CONSULTANT'S Commercial General Liability insurance policy
with respect to the work performed for the CITY.
Exhibit "A", Resolution No. 3879
June 30, 2005
Page 4 of 14
3. Worker's Compensation coverage as required by the Industrial Insurance
laws of the State of Washington.
4. Professional Liability insurance appropriate to the CONSULTANT'S
profession, with limits no less than $1,000,000 per claim and $1,000,000
policy aggregate limit.
The insurance policies are to contain, or be endorsed to contain, the following
provisions for Automobile Liability, Professional Liability, and Commercial General
Liability insurance:
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.
The CONSULTANT'S insurance coverage shall be primary insurance as
respects the CITY, its officials, employees and agents. Any insurance, self-insurance,
or insurance pool coverage maintained by the CITY, its officials, employees or agents
shall be excess of 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 cancelled by either
party except after 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. Insurance is
to be placed with insurers with a current A.M. Best rating of not less than A:VII.
The CONSULTANT shall furnish the City with original certificates of insurance
and a copy of the amendatory endorsements, including but not necessarily limited to
Exhibit "A", Resolution No. 3879
June 30, 2005
Page 5 of 14
the additional insured endorsement, evidencing the insurance 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.
9. 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.
10. 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.
Exhibit "A", Resolution No. 3879
June 30, 2005
Page 6 of 14
11. 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.
12. TERMINATION OF AGREEMENT.
Exhibit "A", Resolution No. 3879
June 30, 2005
Page 7 of 14
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.
13. GENERAL PROVISIONS.
13.1. 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.
13.2. 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.
13.3. 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
cooperate and continue work toward successful completion of assigned duties and
responsibilities.
Exhibit "A", Resolution No. 3879
June 30, 2005
Page 8 of 14
13.4. 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.
13.5. 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.
13.6. 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.
13.7. The CONSULTANT agrees to comply with all local, state and federal laws
applicable to its performance as of the date of this Agreement.
13.8. If any provision of this Agreement is invalid or unenforceable, the
remaining provisions shall remain in force and effect.
13.9. This Agreement shall be administered by Mark Hinshaw 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 LMN Architects
Attn: Paul Krauss Attn: Mark Hinshaw
25 W Main Street 801 - 2nd Ave, Suite 501
Auburn WA 98001 Seattle, WA 98104
Phone: 253.931-3091 Phone: 206-682-3460
Fax: 253. 801-3114 Fax: 206-343-9388
E-mail: pkrauss@auburnwa.qovmhinshaw@lmnarchitects.com
13.10. 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
Exhibit "A". Resolution No. 3879
June 30, 2005
Page 9 of 14
duly given if mailed by certified mail, return receipt requested, and addressed to the
address for the party set forth in 13.9, 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.
13.11. 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.
Exhibit "A", Resolution No. 3879
June 30, 2005
Page 10 of 14
ATTEST:
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Danie e E. Daskam, City Clerk
Exhibit "A", Resolution No. 3879
June 30, 2005
Page 11 of 14
CI~F~
Peter B. Lewis, Mayor
Date AUG - 1 2005
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BY:
Title:
Federal Tax ID #
EXHIBIT A
SCOPE OF WORK
URBAN DESIGN STANDARDS FOR DOWNTOWN AUBURN
1. Review current applicable codes and proposed projects in Downtown Auburn
and develop preliminary findings related to economic positioning.
2. Analyze downtown Auburn market place trends/demands.
Deliverable: White paper.
3. Meet with City & stakeholders to present market findings and discuss design
issues, strategies and objectives.
4. Develop an expanded outline of design standards.
Deliverable: White paper.
5. Present and discuss with City & stakeholders (one meeting with staff & one
meeting with staff and stakeholders)
6. Draft a set of appropriate standards.
Deliverable: Draft urban design standards.
7. Discuss draft urban design standards with City & stakeholders (separate
meetings).
8. Modify draft as necessary.
9. Present draft at public open house.
10. Recommend other related useful strategies and tools.
Deliverable: White paper.
11. Revise, finalize and illustrate standards.
Deliverable: Final draft of standards.
12. Present regulations to Planning Commission, Council Committees and City
Council.
Exhibit A
Page 1 of 1
EXHIBIT B
FEE SCHEDULE
Mark Hinshaw:
N. Schmidt:
Marilee Utter:
$130/hour
$60/hour
$160/hour
Travel expenses for M. Utter: $700/trip
Exhibit B
Page 1 of 1
EXHIBIT C
DIRECT NON-SALARY REIMBURSABLE EXPENSES
. Outside Reproduction Fees
. Courier Fees
. Subconsultant Fees
. Materials and Supplies
. Mileage at $0.405/mile or the current approved IRS rate.
It is understood that all reimbursements are at cost.
Subcontracts: The CONSULTANT, at the CITY'S request shall enter into subcontracts
with other consultants, such as appraisers and/or environmental consultants, etc. If
approved, the CITY shall reimburse the CONSULTANT for the actual cost of the
subcontracts plus a 10% markup to cover the CONSULTANT'S additional overhead
expense associated with the Subcontract.
Exhibit C
Page 1 of 1
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.: progress payment # 10).
. Invoice date.
. Period of time invoice covers.
. Consultant Agreement # , if any (i.e.: AG-C-115).
. Project number(s) listed, if any (i.e.: 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 of proof) 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, subconsultants), indirect non-salary
(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
inform 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 get an
amendment in place.
. Invoices for previous year are due by January 15th.
. For grant/special funded projects there might be other special information needed,
reference the LAG manual.
Consultant Invoices
Page 1 of 2
. ,
SAMPLE INVOICE
City of Auburn Invoice #: 5222
25 West Main Progress Payment #: 2
Auburn WA 98001 Invoice Date: February 10, 2002
Attn: Scott Nutter (Project Engineer) Project Name: Thomas Nelson Farm
Agency Agreement #: AG-C-010 Project #: PR562
Engineering Services performed during the period of: January 2002
SAMPLE ENGINEERING, INC.
Personnel Hours Hourlv Rate Amount
Mike Jones, Principal in Charae 1 $ 125.00 $ 125.00
Carla Maker, Architect 5 $ 72.00 $ 144.00
Joe Smith, Word Processino 10 $ 48.00 $ 480.00
Consultant Personnel Subtotal $ 749.00
Expenses see attached documentation) Charaes Multiplier Amount
Mike Jones, Principal in Charoe 20 miles x1.1 $ 7.59
Carla Maker, Architect $ 30.00 x1.1 $ 33.00
Joe Smith, Word Processina $ 29.00 x1.1 $ 31.90
Consultant Expenses Subtotal $ 72.49
Consultant Total: $ 821.49
SUB CONSULTANTS (see attached documentation)
Subconsultant Hours Hourlv Rate Amount
ABC Environmental, Inc., Civil Enoineer 10 $ 100.00 $ 1,000.00
Electrical Consultina, Electrical Enaineer 5 $ 100.00 500.00
Mechanical Solutions, Mechanical Enaineer 10 $ 100.00 MRF 1,000.00
Movina Comoanv, Movina Consultant 2 $ 50.00 100.00
Subconsultant Subtotal $ 2,600.00
Subtotal x 1.1 Multiplier $ 2,860.00
Subconsultant Total: $ 2,860,00
._..____n_n____n_.._..__,_,'_______n____n_n_.._n_.._n_"_u_.,_,._.._.._.._n_n_.._..____n____u____.._u_n_n_n_.._.._."_.,_'.____n____n_n_.._n_.__.'_.__u____.._n_n_n_.._.._,__.
TOTAL DUE THIS INVOICE $ 3,681.49
._n_.__.._.._n_.._n_.._n_.._n_.._n_n__'_n__._n_.._n_.._n_.._n_.__.'_.__..____n_n_n____n_n_h_.._.._.._u_n_u_n_n_.._n_.._.._.._n_n_n_n_.._n_n_..____,,_n_n_n_.._.._.._.
CONTRACT BREAKDOWN
Amount Total Invoiced % % Amount
Task Authorized Prior Invoiced This Invoice To Date Expended Completed Remainina
Original
Contract $ 22,000.00 $ 1,025.00 $ 2,681.49 $ 3,706.49 20% 25% $ 18,293.51
MRF* 2,500.00 0.00 1,000.00 1,0000.00 40% 45% 1,500.00
TOTAL $24,500.00 $ 1,025.00 $ 3,681.49 $ 4,706.49 $ 19,793.51
Note: MRF=Management Reserve Fund
* Received a written authorization of MRF on 1/10/01 for Mechanical Engineer task in the amount of
$2,000.00.
Consultant Invoices
Page 2 of2