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HomeMy WebLinkAboutHistory Experience Project/David Spangler ` CITY OF AUBURN AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT made and entered into on this 8h day of September, 2010, by and between the City of Auburn, a municipal corporation of the Sta.te of Washington, hereinafter referred to as "City" and, History Experience Project, a David T. Spangler Company, PLLC, ' hereinafter referred to as the "Consultant." WITNESSETH: WHEREAS, the City is interested in collecting and recording historical information and - mapping services of the City of Auburn, and is in need of services of individuals, employees or firms for work 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 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 heieto 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 perforinance 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 ma.y -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 contraryin 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 asif 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 addendurn provides to the contraiy, in which case the terms and conditions of any such addendum shall control: In all other, respects, any addendum sha11 supplement and be construed in accordance with the terms and conditions of this Agreement: Page 1 of 12 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. Citv's Responsibilities. The City sha11 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 tfie City's policies and decisions with respect to the services. b. Furnish the Consultant with a11 information, criteria, objectives, schedules and standards for the project and the services provided for herein. . c: Arrange for access to the property or facilities as required for the Consultant to _ perform the services provided for herein. d. Examine and evaluate all studies, reports, memoranda, plans, sketches, and other doctunents prepared by the Consultant 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_ the fees and costs specified on Exhibit "A" attached hereto and made a part hereof (or as specified in an addendum) and. is not to exceed fifteen thousand dollazs ($15,000) without furfher written permission from the City. 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 sha11 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. Page 2 of 12 8. Time for Performance and Term of Agreement. - The Consultant shall perform the services provided for herein in accordance with the direction and scheduling provided on Exhibit "A", unless otherwise agreed to in writing . by the parties. The Term of this Agreement sha11 commence on the date hereof or on the 8t' day of September, 2010, and shall terminate upon completion of the performance of the scope of work provided herein, according to the schedule provided on Exhibit "A" attached hereto, unless otherwise agreed to in writing by the parties. 9. Ownership and Use of Documents. A11 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 aay purpose beneficial to the City. 10. Records Inspection and Audit. A1T comperisation 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 sha11 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: Confinuation of Performance. . In the event that any dispute or conflict arises between the parties while this Contract is in effect, the Consultant agrees that, riotwithstanding such dispute or conflict, the Gonsultant shall continue to make a, good faith effort to cooperate and continue work towazd successful completion of assigned duties and responsibilities. 12. Administration of Agreement. This Agreement sha11 be administered by David T._Spangler, 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 sha11 be served on or mailed to the following addresses: Citv of Auburn Consultant Auburn City Hall David T. Spangler Company, PLLC 25 West 1Vlain 319 Pike Street NE Auburn, WA 98001-4998. Auburn,. WA 98002-4633 253 931-3000 FAX 253 931-3053 253-333-7045 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,' posta.ge prepaid, for mailing by certified mail, returri 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. Page 3 of 12 Any party may change his, her or its address by giving notice in writing, sta.ting his, her or its new address, to any other party, all pursuant to the procedure set forth in this section of the Agreement. 14. Indemnification. The Consultant shall indemnify, defend and hold the City and its officers, agents and employees, or any of them harmless 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 fmal judgment is rendered against the City, its offieers, 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 judginent was due to the Consultant's negligent acts or omissions. Tt is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW; solely for the purposes of this indemnification. This waiver has been mutually . negotiated by the parties. The provisions of this section shall survive the expiration or termination ofthis Agreement. 15. 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 sha11 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. 16. 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 im writing, signed by the party or parties to be bound, or such party's or parties' duly authorized representa:tive(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 sha11 limit the remedies or rights of the parties hereto under and pursuant to this Agreement. . 17. Ternuna.tion 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 aze no longer needed from the Consultant. Page 4 of 12. If this Agreement is terminated through no fault of the Consultant, the Consultant shall be compensated for services performed prior to termina.tion in accordance with the rate of compensation provided in Exhibit "B" hereof. 18. 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 sha11 not be deemed to pernut 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. 19. Coststo Prevailing Partv. 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 attomey's fees. 20. Applicable Law. Thi"s Agreement and the rights of the parties hereunder shall be govemed 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 'projeet 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 limita.tion shall commence no later than the substantial completion by the Consultant of the services. 21. Captions, Headings and Titles. All captions, headirigs 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 particulaz paragraph or sections to which they apply. As used herein, where appropriate, the singular sha11 include the plural and vice versa and masculine, feminine and neuter expressions shall be interehangeable., 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. 22. Severable Provisions. Each provision of this Agreement is intended to be severable. If any provision hereof is illegal or invalid for any reason wha:tsoever, such illegality or invalidity shall not a.ffect the validity of the remainder of this Agreement. 23. Entire AQreement. 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 respectto such subject matter. 24. Counterparts. Page 5 of 12 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 paxties hereto have caused this Agreement to be executed effective the day and yeaz first set forth above. CI Y + SULTANT - Peter B. Lewis; Mayor David T. Span er, O er Attest: ~ Danielle E. Daskam City Clerk App v to form: . . el B. ity Attorney Page 6 of 12 Corporate ? STATE OF WASHINGTON ) ) ss. COUNTY OF kd.Li Q4 ) ON THIS day of 6t;'PTOM RE1Z ZW o1e~, before me, personally appeared _IMV 1[l ILl L-a1and - , to me known to be the and o€ the Contractor; the party(ies) who executed - the corporationlcompany that executed the within and foregoing insirument, and acknowledged.said instrument to be his/her/their the free and voluntary act and deed of said corporation/compcmy, for the uses and purposes therein mentioned, and on oath stated that they were authorued to ezecute said instrument. . GNEN under my hand and official seal this day of ~ ~Q. 299-_LI,D 10 ' ' L~J , TARY PUBLIC in d4jdfYr the State of ptl4p y Washington, residirig at My Commission Expires: % :tA;Ay iO48~~ tk /IO _ , 129-1`' ~oF Wp'S~. ~ . Page 7 of 12 Eghi6it A Scope of Services and Fees. The mission of this project is to collect and record the knowledge of local historians David Grambush and Pat Cavanaugh have concerning the businesses ori Auburn Main Street from the past. We will also include major commercial business near downtown. Consultant will consolida:te photos, maps, directories and other information from various sources into a presentable format for posterity. Phase I. Videotaped interview with local hnstorians David Grambush & Pat Cavanaugh 1. Pre-uaterview meeting with DavicD Grambush & Pat Cavanaugh to discuss agenda and review resources a. Resources Provided: Draft Agenda, 1904, 1921 & 1945 Sanborn maps, photos, directories b. Schedule: 2:00.PM September 8, 2010 c,_ Location: Andie's Cafe on Main St, Auburn d. Deliverable: Revised agenda e. Time Est'imate: , 2 hours for interview, prep.& follow-up f. Labor Costs: $50 per hour Materials: Printin~ of 3 large scale maps at Reprographics NW $25:00 . . h. Labor Costs: 100.00 $125.00 2. Formal vndeotaped interview with David Grambush & Pat Cavanaugh to discuss agenda amd reyiew resources. Consultant will go over the 1904, 1921 and 1945 base maps and match up businesses on the maps and in the appropriate directory with photographs. Key tliese in color and to an index. The map area is from the Puget Sound Electric Rail line to the west: and to the east to I Street to show Auburn High School location. From the north above 3`d Street NW to include the Northern Clay Company arid to 6th Street SE in the south to include the Norkhem Pacific Raikoad Palmer Cut-off line. Consultant will generate a generic sketch from descriptioris if needed. a. Additional Reseazch: 1. Need copy of _1909 Polk directory. 2. Need good copies ofthe approximately 12 photos from the White River Valley Museum without "property ofl" on face, where they hinder identification of tfie buildings. 3. Laser Print; 8x10 at.$5.00/print could be up to 45 prints, notto exceed $225.00 4. Research time: Need 1 hour $50 b. Resources Needed: 1. City Counsel chambers with a la.Tge ta.ble 2. Assistance of City of Aubum audio/video department that record, meetings in the counsel chambers. c. Resources Provided: ' Receipt will be provided with invoice. See attachment B. Printing Costs Page8of12 1. Agenda, 1904, 1921 & 1945 Sanborn maps, photocopied photographs, directories 2. Sketch book, paper. Pens, notebooks, etc. d. Schedule: Tentative - September 13 - 15, 2010 or September 29 - October 1 or after e. Location: City Hall, City Couricil Chambers f. Deliverable: Videotape_from interview, Annotated maps, directories and photos will be provided after project completed. g. Time Estimate: 2 hours for interview; 2 hours prep & follow-up h. Labor Gosts: $50 per hour i. Total Costs: 50.00 Additional Research $200.00 Interview 225.00 Photographs2 $475.00 Draft Agenda - Interview with David :Crrambush & Pat Cavanaugh 1. Locate on the 1904, 1921 & 1945 maps those businesses that were on Main Street and those off of it that were significant. 2. Buildings we will want to illustiate. See attached suggested list per year. 3. Do you have a photo that shows this building? Can we illustrate it? 4. What was the street address, street name at the time .and current street name & address 5. Who owned the building and business? Locate it on a map number & circle to an alphabetical index. (bring circle template) 6. Add personal antidotes and relate stories 7. We will discuss street amenities, awnings, color facades, etc. 8. Are there any sources that I ain missing? 9. Color the map (need colored highlighters) • Yellow for Single Family Residential, Orange for Apartments & Hotels, Pink for Commercial, Green foi publ'ic buildings and schools, Lt. blue for industrial. Phase I Total - $600.00 2 Receipt will be provided with invoice. Page 9 of 12 Phase II. Hand Rendered aerial maps Render three (3) aerial maps for the yeazs 1904, 1921 arid 1945 with businesses located during the interviews in section I. 1. Create digital base modelfrom current City of Auburn GIS map: a. Resources Needed: i. Digital copy of the current City of Auburn GIS department map showing roads and building outlines as a basis to organize old hand drawn maps. Per contact Dave Burdick 253-804-5058, request, from City Clerk Dani Das kam, on Records Request Form, a current Shape file, editable data, compatible with dwg format of the city limits of the City of Auburn for $100 , two hours ' maximum. b. Schedule: Depending on availability of GIS model. Tentatively September 30, 2010 c. Deliverable: CD with copy of digital file d: Time Estimate: 8 to 12 hours ~ e. " Labor Costs: $50 per how f. Tota1 Costs: $600.00 Not to Exceed (NTE) labor 110.00 Map from Auburn GIS department3 $710.00 2. 3D massing model for aerial rendering Set- up with Sanborn rnaps and modify in AutoCAD and Photoshop to add roads and other missing items. Create 6ase 3D simple massing models in Sketch-up of each significant building, use generic structures for no. significant places. The available photos will determine the list of buildings and businesses modeled and rendered. a. Resources Needed: i. Digital base map listed in item 1 above. ii. Photos and annotated maps from interviews iii. Additional photos may be required. b. Schedule: i. Eight weeks from competition of digital base, tentatively: ii. November 19, 2010 c. Deliverable: i. CD with copy of digital Sketch-up file ii. 11x17 Bond print of wireframe with shadows of 3 different views of each model, to get approval of views to use in rendering d. Time Estimate: 40 hours per map x 3= 120 hours e. Labor Costs: $50 per hour j. Total Costs: $6,000.00 NTE labor 3. Render in watercolor/marker/pencil, enhanced and labeled in the computer. Handmade Rendering done in mixed media opaque watercolor (Goua.che) /marker/pencil. Street Names, Building, Business names and Census information for nearest available date, 1900, 1920, 1942 added in Photoshop after rendering is completed. 3 Receipt will be provided with invoice. Sales Tax estimated amount may vary. City may decide to provide map to save overhead & salestax. Page 10 of 12 a. Resources Needed: i. Approved views from massing model ii. Approve titles: Auburn, Washington 1904, etc. b. Schedule: i. Three to four weeks from approval of computer views, tentatively . ' i. December 10, 2010 b. Deliverable: iii. CD with copy of digital PSD file of final labeled rendering iv. 24 x 36 PriMt of final labeled rendering on glossy presentation paper c. Time Estimate: 20 hours each = 1,000 x 3=3,000 d. Labor Costs per hour: $50 e. Tota1 Costs: $3,000.00 NTE labor f. Scanning Costs: 625.01 Scanning, Color matching, Printing4 $3,625.01 III. Map showing the change in the course of the White Rivers over current map. The outlirie of the rivers from the three maps will be extra:cted from their digital files or traced and added over the current 2010 City of Auburn GIS map. T`he different routes of the river will be printed in varyirig shades of blue and pririted as a flat map will show the changes in course over time. Each course will be identified as to it's. source and year. a. Resources Needed: a. 1894 USGS Tacoma Quadrangle b. 1948 Auburn Kroll Map show building outlines and businesses, doth of these maps are from the _UW Mapping collecfion b. Resources Provided: . a. 1867 Meeker Survey b. 1907 Duwamish-Puyallup River Valley Map c. Current Aubum GIS map.which show the changes in course of the rivers. Acquired under item c. Schedule: H. Three weeks after completion of rendered aerial maps, tentatively i. December 30, 2010 ' d. Delivera.ble: v. CD with copy of digital PSD file offinal labeled rendering vi. 1- 24 x 36 Print of finallabeled map on glossy presentation paper e. Time Estimate: 20 hours = 1,000 f. Total Costs: $1,000.00 NTE labor $25.09 Printing cost from UW Mappings 184.82 Scanning, Color matching, Printing6 $1,209.91 Phase II & III Total - $11,544.92 Consultant will invoice the City_ every. two weeks for payment. ° Receipt will be provided with invoice. 3 Rough price, they said it would not exceed $25, receipt will be provided 6 Ditto, exact amount paid, will be billed. Page 11 of 12 Phase IV: Virtual Auburn Turn the digital base model into a detailed virtual model with the ability to show motion, change and adapt the model, change views, do fly-overs, and the ability to add animation. The virtual model will be interactive, available for use on your web site, and contain information tags detailing site history. The base price depending on the complexity is $3,500 to $5,000 per model year. It would be a rendered 3D model with entourage that fades from one yeaz to the next. You would have a digital copy to play on the computer or on a monitor in the lobby of City Ha11. Page 12 of 12