HomeMy WebLinkAbout4291RESOLUTION N0.4 2 9 1
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND
CITY CLERK TO ENTER INTO AN AGREEMENT WITH CALM
RIVER DEMOGRAPHICS, L.L.C.
WHEREAS, the City is annexing Lea Hill and West Hill and is in need of
services of individuals, employees or firms to conduct an annexation census on
said project; and
WHEREAS, the City desires to retain the Consultant to provide certain
services in connection with the City's work on said project; and
WHEREAS, the Consultant is qualified and able to provide consulting
services in connection with the City's needs for the above-described
work/project, and is willing and agreeable to provide such services upon the
terms and conditions herein contained.
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 City Clerk of the City of Auburn
are hereby authorized to execute an Agreement with Calm River Demographics,
LLC, to provide consulting services in connection with the City's needs for an
annexation census. A copy of said Agreement is attached hereto, designated as
Exhibit "A" and incorporated by reference in this Resolution.
Resolution No. 4291
January 3, 2008
Page 1 of 2
Section 2. Implementation. The Mayor of the City of Auburn is hereby
authorized to implement such administrative procedures as may be necessary to
carry out the directions of this resolution.
Section 3. Effective Date. This Resolution shall take effect and be
in full force and effect upon passage and signature hereon.
DATED and SIGNED this ~ day of January, 2008.
~' CITY OF AUBURN
-,
PETER B. LEWIS
MAYOR
ATTEST:
~~~~e1~Y ~~~~Cr~~ ~~~
Dan le E. Daskam
APPROVED A~S1T0 FO
t~l B. Hel'
Attorney
Resolution No. 4291
January 3, 2008
Page 2 of 2
Exhibit A, Resolution No. 4291
CITY OF AUBURN AGREEMENT
FOR SERVICES
THIS AGREEMENT made and entered into on this ~ _ day of ~ ~ ,
200, by and between the City of Auburn, a municipal corporation of the ate of W shington,
hereinafter referred to as "City" and Calm River Demographics, LLC hereinafter referred to as
the "Consultant."
WITNESSETH:
WHEREAS, the City has annexed West Hill and is in need of services of individuals,
employees or firms to conduct an annexation census on said project; and,
WHEREAS, the City desires to retain the Consultant to provide certain services in
connection with the City's work on said project; and,
WHEREAS, the Consultant is qualified and able to provide consulting services in
connection with the City's needs for the above-described work/project, 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 the tasks described
on Exhibit "A" attached hereto and incorporated herein by this reference. (The tasks
described on Exhibit "A" shall be individually referred to as a "task," and collectively
referred to as the "services.") 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.
2. Additional Services.
From time to time hereafter, the parties hereto may agree to the performance by the
Consultant of additional services with respect to related work or projects. Any such
agreement(s) shall be set forth in writing and shall be executed by the respective parties
prior to the Consultant's performance of the services there under, except as may be
provided to the contrary in Section 3 of this Agreement. Upon proper completion and
execution of an addendum (agreement for additional services), such addendum shall be
incorporated into this Agreement and shall have the same force and effect as if the terms
of such addendum were a part of this Agreement as originally executed. The
performance of services pursuant to an addendum shall be subject to the terms and
conditions of this Agreement except where the addendum provides to the contrary, in
which case the terms and conditions of any such addendum shall control. In all other
respects, any addendum shall supplement and be construed in accordance with the terms
and conditions of this Agreement.
Page 1 of 9
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
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. Cit~ponsibilities.
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. 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. Furnish the Consultant with all information, criteria, objectives, schedules and
standards for the project and the services provided for herein.
c. Examine and evaluate all studies, reports, memoranda, plans, sketches, and other
documents prepared by the Consultant and render decisions regarding such
documents in a timely manner to prevent delay of the services.
d. Provide for a media release, if required, to publicize the census and inform the
residents of West Hill.
e. Provide maps of the of the census area.
i. Provide a notification letter from the Mayor to West Hill residents, and provide
extra copies as needed to the Consultant.
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 the fees and costs specified on Exhibit "A" attached
hereto and made a part hereof (or as specified in an addendum). The Consultant shall
submit to the City an invoice or statement of time spent on tasks included in the scope of
work provided herein, 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, subject to any conditions or provisions
in this Agreement or addendum.
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8. Time for Performance and Term of Agreement.
The Term of this Agreement shall commence on the date hereof or on the 7th day of
January, 2008, and shall terminate on or before February 14th, 2008 as outlined in Exhibit
"A" or upon completion of the performance of the scope of work provided herein.
9. Ownership and Use of Documents.
All documents, reports, memoranda, diagrams, sketches, plans, surveys, design
calculations, working drawings 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.
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 Richard Miller, 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 Consultant
Auburn City Hall Calm River Demographics
25 West Main 3110 Judson, #233
Auburn, WA 98001-4998 Gig Harbor, WA 98355
(253) 931-3000 FAX (253) 931-3053 (800)707-2256 FAX (253)884-4942
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.
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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 coverage's 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. Commercial General Liability insurance, insuring the City and the Consultant against
loss or damages arising from premises, operations, independent contractors and
personal injury and advertising injury. The City shall be named as an insured under
the Consultant's Commercial General Liability insurance policy with respect to the
work performed for the City, with minimum liability limits of $1,000,000.00
combined single limit for personal injury, death or property damage in any one
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.
d. Automobile Liability insurance covering all owned, non-owned, hired and leased
vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00
Ol or a substitute form providing equivalent liability coverage. If necessary, the
policy shall be endorsed to provide contractual liability coverage.
15. Indemnification.
The Consultant shall indemnify, defend 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, including attorney fees, by
any reason of or arising out of the 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
except for injuries and damages caused by the sole negligence of the City. 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, provision or term of this
Agreement shall be valid or of any effect unless made in writing, signed by the party or
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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 in Exhibit "A" hereof.
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 Part
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 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.
Page 5 of 9
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.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
effective the day and year first set forth above.
CITY-i?F AUBURN----- ,
., _ ..._
1,
_i' ,...~._ k
~" ~ r
_.
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- ___~._.
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Peter B. Lewis, Mayor
Attest:
~~
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Damelle E. Daskam City Clerk
Appr e as to
Daniel B. He ' y A rney
Page 6 of 9
Corporate ?
STATE OF WASHINGTON
- ) ss.
COUNTY OF ~~ `~~ )
ON THIS ~ ~} day of / ~',~~-mow , .200 ~ ,before me, personally
appeared /ei •c!-~ •-~,' /Zi i ~/f~- }-- , to
me known to be the f~sirr° ~ ~- ,~a~~'~-v ~ roc ~`cs LL_C° . and
of the Contractor, the party(ies) who executed the within a ' foregoing instrument, and acknowledged
said instrument to be his/her/their free and voluntary act and deed, for the uses and purposes therein
mentioned.
GIVEN under my hand and official seal this
~; fi,~
~'~°"~~~
{; :~ ~,,
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~ ~ day of ~~~~~ ~~ , 200 ~ .
NO A ~ PUBLIC in and for the State of
Washington, residing at ~~-~~,,-~~ -
My Commission Expires: t%~ -`~ ~ /
Page 7 of 9
EXHIBIT "A"
CALM RIVER DEMOGRAPHICS
3110 Judson, #233.
Gig Harbor, WA 98355
(800)707-2256 FAX (253)884-4942
RESEARCH SERVICES CONTRACT
CLIENT: City of Auburn
PROJECT TITLE: Annexation Census of West Hill
SCOPE OF WORK:
Calm River agrees to conduct a census of newly annexed Auburn residents in West Hill between
January 7, and February 14, 2008. The research will be conducted in the manner that complies
with Census standards as approved by the State of Washington Office of Financial Management,
and in a manner consistent with the timing, protocols and coordination needs of the City of
Auburn.
In this project, Calm River will provide staff to complete the Census during the time frame
approved by the Office of Financial Management (OFM), to be completed by February 14, 2008
in West Hill (with an estimated 1,750 housing units).
Following approval of this proposal by the City of Auburn, preliminary work on this project
could begin at Calm River as early as January 7, 2008. Upon completion of the Census, all
Census forms and reports for the entire West Hill annexation area, as required, will be provided
by Calm River directly to the Office of Financial Management as appropriate.
City to provide City letters from the Mayor to residents, City media release time and materials,
City photo-I.D. badges for Research Assistants, and maps provided by the City for the use by the
Contractor. Supplies provided by Calm River include Calm River identification materials for
field staff and their cars as needed, door hangars with 800 call back number (to be approved by
the City) as well as support materials including clerical supplies.
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All Census records will be kept confidential, and carefully examined and checked to assure high
quality and accuracy, meeting the highest Census standards. Upon request, Calm River can
provide references.
RESEARCH BUDGET
Item Amount
Complete Annexation Census of West Hill $35,000
TERMS AND CONDITIONS
Projects will proceed on receipt of a signed contract. One half of the total charges for the project
will be billed at the commencement of the project, and one half will be billed upon completion.
The budget figures include such incidentals as supplies and travel. Any other incidentals, if
approved by the City, will be charged to include a 10% processing fee.
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