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HomeMy WebLinkAbout3345RESOLUTION NO. 3345 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK OF THE CITY OF AUBURN TO EXECUTE AN AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY AND DONALD LACHMAN AND ASSOCIATES FOR CONSULTING SERVICES IN THE COMMUNITY NEEDS STUDY FOR A COMMUNITY CENTER. WHEREAS, the City is interested in gathering a group of citizens to assist staff and Council in determining the need for a Community Center; and WHEREAS, it was determined that a Consultant should assist with the facilitation of this study group; and WHEREAS, the Consultant will support staff and facilitate the study group in the gathering of information and materials, making public presentations and developing recommendations and a final report; NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, IN A REGULAR MEETING DULY ASSEMBLED, HEREWITH RESOLVE THAT: Section 1. The Mayor and City Clerk of the City of Auburn, Washington, are hereby authorized to execute an Agreement for Professional Services between the City and DONALD A LACHMAN ASSOCIATES. A copy of the Agreement is attached hereto, designated as Exhibit "A ", and incorporated by reference in this Resolution. Resolution No. 3345 March 29, 2001 Page 1 of 2 Section 2. The Mayor is hereby authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation. DATED and SIGNED this day of April, 2001. ATTEST: Danielle E. Daskam, City Clerk APPROVED AS TO FORM: Michael J. Reynolds, City Attorney Resolution No. 3345 March 29, 2001 Page 2 of 2 CITY OF AUBURN CHARLES A. BOOTH MAYOR Resolution 3345 Exhibit A 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 Donald A. Lachman (referred to herein as "CONSULTANT ") of 3711 27`h Place West, Suite 307 Seattle WA 98199, 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. The CONSULTANT shall provide the following services in the specified time frame: April, 2001 activities and outcomes include: A. Facilitate establishment of Community Center Advisory Group including working structure, protocols, work plan, time -line, vision, goals and historical context of community center development B. Interview and identify Council's and Mayor's vision, criteria, boundaries for a Auburn Community Center proposal C. Identify and connect with key community stakeholders and develop a preliminary inventory of their interests D. Identify existing facilities, their capacity and programs and projected short and long E. Develop a facilities inventory Develop an analysis of gaps between existing facilities and preliminary vision F Create briefing materials, have Advisory Group with Mayor /Staff assistance adopt media strategy and public input process G. Begin implementation of media strategy and public input process H. Initiate research on best practices Resolution 3345 Exhibit A Agreement for Professional Services Lachman and Associates March 30, 2001 Page 1 of 12 May, 2001 activities and outcomes include: A. Briefing and site visits to local community centers B. Briefings on emerging approaches to the community center C. Continued data collection — examine opportunities to gather input and /or present information to community at events like Kids Day D. Continued Advisory Group facilitation E. Identification of issues that may arise under various scenarios (e.g. ACAP issues, land acquisition issues, etc.) F. Conduct initial public input and identify challenges that were expressed by community residents and stakeholders G. Survey Council for the criteria they will use in making decisions related to development of a community center H. Briefings on legal, budget, and architectural implications of emerging approaches and on City's capital improvement plan Develop and research financing strategies J. Compare facilities inventory with the Council's and community's vision for the Auburn Community Center June, 2001 activities and outcomes include: A. Continued Advisory Group facilitation B. Community Center Study Group status report to identified stakeholders C. Conduct secondary public input on areas identified as challenges during the first round of input D. Link service approaches to partners, such as YMCA partnership, and stakeholders by identifying facility, design, functional, operational, and governance issues associated with implementation of each approach E. Conduct a workshop with the full Council and community stakeholders to identify several viable approaches and review data on the criteria identified by Council F Brief Council on possible financing strategies G. Develop options as needed (such as ACAP options, land acquisition options, etc.) July, 2001 activities and outcomes includes: A. Finalize Advisory Group recommendations to be submitted to Council B. Report back to public on findings to date C. Initiate closure to Advisory Group's work and prepare their final report D. Continued implementation of media and public information strategy Resolution 3345 Exhibit A Agreement for Professional Services Lachman and Associates March 30, 2001. Page 2 of 12 August, 2001 activities and outcomes includes: A. Submit Advisory Group's and CONSULTANTs' final reports to Council B. Facilitate closure of Community Center Advisory Group C. Finalize related media materials 2 COMPENSATION. The agreed compensation for the services provided to the CITY will be Forty Thousand and no /100s Dollars ($40,000.) for the work and outcomes identified in the Scope of Work. Donald A. Lachman and Associates will invoice the CITY at the end of each month for the duration of the contract. Payment will be made on the CITY's normal schedule of business. 3. RESPONSIBILITY OF CONSULTANT. The CONSULTANT shall perform its services to conform to generally accepted professional and the requirements of the CITY. The CONSULTANT hereby warrants that they are under no obligation, agreement, written or verbal, nor have they previously worked or been otherwise in any position which will cause any conflict of interest to arise in connection with the services to be provided to the CITY. The CONSULTANT and the CITY warrant that they are free to enter into this agreement. The CONSULTANT retains the right to perform consulting services for others during the term of this contract and also retains the right to perform this type of services for others at all times. Resolution 3345 Exhibit A Agreement for Professional Services Lachman and Associates March 30, 2001 Page 3 of 12 4. RESPONSIBILITY OF THE CITY The CITY assumes all responsibility for the usability, safety, and implementation of all recommendations, advice, and conclusions reached in the CONSULTANT's performance of the work outlined in this Agreement. 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 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. The CONSULTANT hereby warranties that they are under no obligation, agreement, written or verbal, nor have they previously worked or been otherwise in any Resolution 3345 Exhibit A Agreement for Professional Services Lachman and Associates March 30, 2001 Page 4 of 12 position, which will cause any conflict of interest to arise in connection with the services to be provided to the CITY. The CONSULTANT is free to enter into this Agreement and retains the right to perform consulting services for others during the term of this Agreement and also retains the right to perform this type of service for others at all times. 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. The Consultant shall retain copyrights to all materials produced under this contract. The Consultant warrants that any writing produced by the Consultant for delivery to the Client shall be the original work of the Consultant and shall not knowingly infringe the copyright of anyone else. 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 Resolution 3345 Exhibit A Agreement for Professional Services Lachman and Associates March 30, 2001 Page 5 of 12 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. 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 insurance 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 Resolution 3345 Exhibit A Agreement for Professional Services Lachman and Associates March 30, 2001 Page 6 of 12 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. The CONSULTANT shall retain copyright to all materials produced under this contract. The CONSULTANT warrants that any writing produced by the CONSULTANT for delivery to the CITY shall be the original work of the CONSULTANT and shall not knowingly infringe the copyright of anyone else. 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 Resolution 3345 Exhibit A Agreement for Professional Services Lachman and Associates March 30, 2001 Page 7 of 12 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. 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 other information and materials as the CONSULTANT may have accumulated, prepared or obtained in performing this Agreement, whether completed or in process. The failure of either party to exercise any of its rights under this Agreement for a material breach thereof shall not be deemed to be a waiver of such rights or a waiver of any such subsequent breach. Resolution 3345 Exhibit A Agreement for Professional Services Lachman and Associates March 30, 2001 Page 8 of 12 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. Resolution 3345 Exhibit A Agreement for Professional Services Lachman and Associates March 30, 2001 Page 9 of 12 11.7. If any provision of this agreement is invalid or unenforceable, the remaining provisions shall remain in force and effect. ATTEST: CITY OF AUBURN Charles A. Booth, Mayor Date © -OI-I.-0) DONALD A. LACHMAN AND ASSOCIATES iD/ C1-14-621 } Danielle E. Daskam, City Clerk APPROVED AS TO FORM: /f1 Michael J. 'eynolds, City Attorney Resolution 3345 Exhibit A Agreement for Professional Services Lachman and Associates March 30, 2001 Page 10 of 12 Alb Donald A. Lerman, Principle Date % L/, P2c1 / Federal Tax ID # UBI 601 - 469 -555 STATE OF WASHINGTON) ss COUNTY OF King ) On this day of , 2001, before me, the undersigned, a Notary Public in and for the Sta of Washington, personally appeared JGkte(4' tae ,,�. , to me known to be the Prnncwa 6 flv Of->M-c« 14 /�FSSaG�PahS the (corporation, sole proprietorship, partnership, or individual) who executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said (corporation, sole proprietorship, partnership, or individual), for the uses and purposed therein mentioned, and on oath stated that he /she is authorized to execute said instrument on behalf of said (corporation, sole proprietorship, partnership or individual). IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the date hereinabove_ et -forth n N ;Z\:�\o PR A'9�;9�1�'1 NOTARY PUBLIC in and for the State of ¢ i ao -• `� ; - ,ashin�gett n,resi�g at ` ti ' h I / o: 5 1 ,�',1 •. �`_ MY COMMISSION expires /d Ls %% ‘ Resolution 3345 Exhibit A Agreement for Professional Services Lachman and Associates March 30, 2001 Page 11 of 12 STATE OF WASHINGTON) ) ss COUNTY OF King On this 5,_s„ day of , 2001, before me, the undersigned, a Notary Public in and for the State of Washington, duly commissioned and sworn personally appeared aAtit ,e a. A • 40.0 -0v and r264p14.422c- , to me known to be the Mayor and City Clerk, respectively, of the City of Auburn, a municipal corporation, and the corporation that executed the foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that they are authorized to execute the said instrument and that the seal affixed is the corporate seal of said corporation. WITNESS my hand and official seal hereto affixed the day and year first above written. ,........ar.; �Q;e'ss pM�O�ti',F :•o N 4 , � :o Q._ m :1�. i : p� `) ' UbLiC i . j0' 9 i • ,'l�9 : °NG MY COMMISSION expires 10 9- ‘ WASHY NOTARY PUBLIC in and for the State of Washington, residing at /0A/9-dd. Resolution 3345 Exhibit A Agreement for Professional Services Lachman and Associates March 30, 2001 Page 12 of 12