HomeMy WebLinkAbout01-21-2014 FINANCE COMMITTEE AGENDA MODIFICATION (SEE PDF VERSION) * *
CITY OF � *
i WASHINGTON
TO: Members of the Finance Committee
Mayor Backus
FROM: Danielle Daskam, City Clerk
SUBJECT: January 21, 2014 Finance Committee Agenda Modfication
DATE: January 21, 2014
The January 21, 2014, Finance Committee meeting agenda is mod�ed as
follows:
RESOLUTIONS
Resolufion Nos. 5039 and 5040 are added to the agenda.
Re.solution No. 5038" (Hursh)
A Resolution of the City Council of the City of Auburn, Washington,
authorizing the Mayor to execute a contract with WashingtonZ Advocates,
LLC, for consulting services
Resolution No. 5040' (Hursh)
A Resolution of the City Council of the City of Auburn, Washington,
authorizing the Mayor to execute a contract with Thompson Consul4ing
Group for consulting services
* *
c�TV oF
AGENDA BILL APPROVAL FORM
WASHINGTON
Agenda Subject: Resolution No. 5039 Date: January 21, 2014
I Department: Attachments: Budget Impaet: $0
Administration Resolution No. 5039; Contract
Administretive Reeommendation:
City Council adopt Resolution No. 5039
Baekgrouod Summary:
Resolution No. 5039 authorizes the Mayor and City Clerk to execute an agreement for services with
VUashington2 Advooates, LLC for consulting services on various municipal functions, tasks and projects.
Revtewed by Council�b Committeea:� Revfewedby DeparhnerKs&Divislons: -�- � - - �
❑Arts Commission COUNCIL COMMITTEES: p� Building ❑ M80 �
❑Airyort O Fnance � Cemetery ❑ Mayor
❑�.Hearing Euaminer ❑ Municipal Serv. ❑ Finance . ❑ Parks
❑ Human Services ❑ Planning 8 CD ❑ Fire ❑ Planning
❑ Park Board ❑Public Works ❑ Legal ❑ Police
�.❑�.Planning Comm. ❑Other ❑� Public Works� ❑ Human Resources
❑ Infortnetion Services '
Aetlon:. . .
CommltteeApproyal: ❑Yes �NO -
Coundl Approval: ❑Yes .�No� Call for Public Hearing _/_/_
Referred to' Undl_/_/ � .
Tabled Untll / / -
Councllmember.-Wales ' Staff:. Hursh
Meetin Date: Janua 21, 2014 Rem Number.
�j$jj� * MORE THAN YOU IMAG[NED
RESOLUTION NO. 5 0 3 9
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF AUBURN, WASHINGTON, AUTHORIZING
THE MAYOR TO EXECUTE A CONTRACT WITH
WASHINGTONZ 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 Citys best interests to have available the services
of qual�ed 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, WashingtonZ Advocates, LLC, is qual�ed and able to provide
such consulting services in connection with the Cit�r'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 is authorized to execute an agreement with
WashingtonZ Advocates, LLC, for consulting services, which agreement shall be
in substantial conformity with the Agreement attached hereto, marked as Exhibit
"A" and incorporated herein by this reference.
Resolution No. 5039
January 17, 2013
Page 1 of 2
Section 2. That the Mayor is authorized to implement such administrative
procedures as may be necessary to carry out the directives of this legislation.
Section 3. That this Resolution shall take effect and be in full force upon
passage and signatures hereon.
Dated and Signed this day of , 2014.
CITY OF AUBURN
NANCYBACKUS, MAYOR
ATTEST:
Danielle E. Daskam, City Clerk
ATTEST AS TO FORM:
Daniel B. Heid, City Attomey
Resolution No. 5039
January 17; 2013
Page 2 of 2
Exhibit A
Resolution No. 5039
CITY OF AUBURN AGREEMENT
FOR PROFESSIONAUCONSULTING SERVICES
THIS AGREEMENT made and entered into on this _ day of
2014, by and between the City of Auburn, a municipal corporation of the State of
Washington, hereinafter referred to as "City" and Washington' 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 Consuftant to provide such
services; and,
WHEREAS, the Consultant is qual�ed and able to provide such
consulting services in connection with the City's needs, and is willing and
agreea6le to provide such services upon the terms and condi4ions herein
contained.
NOW, THEREFORE, the parties hereto agree as follows:
1. Scoae ofiServices.
The Consuttant agrees to perform in a good and professionai manner
tasks related to projects involving the City of Aubum also involving federal
funding, including:
a. Engaging in communication with appropriate representatives ofbarious
agencies and entities who would be involved in such projects, and
b. Advising and consulting with the City regarding approaches and
strategies on how to promote projects advantageous to the City, and
a Engaging in such other related tasks as are assigned by the City.
2. Indeqendent 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, employmeM or
other relationship with the City.
Page1 of7
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 in Section 1 above 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 ConsultanYs
perFormanoe of the requested services. The Consuttant hereby agrees
that it shall perform such services upon the oral request of an authorized
representative of the City pending execuUon 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 Re�reserrtations.
The Consultant hereby represents and warrants that he has all necessary
licenses and cert�cations to perform the services provided for he�ein, and
is qualified to pecForm such services.
5. Citv's Resoonsibilities.
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 Aubum 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 mannerto prevent delay of the
services.
6. Acce�table Standards.
The Consultant shall be responsible to provide, in connection with the
services contemplated in this Agreement, work praduct 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 monfhly fee of
Fifteen Thousand Dollars ($15,000.00) during the term hereof. The Ciry
shall also pay the Consultant's reasonable travel expenses incurred in
connec4ion with work done in furtherance of the scope of serVices hereof.
The ConsultaM shall submit to the City a monthly invoice or billing
Page 2 of 7
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 Aareement.
The Term of this Agreement shall commence on 4he date hereof or on the
1st day of January, 2014, and shall terminate on the 31st day of
December, 2014, 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 "Woric Producfs") shall be owned by and become the
prop.erty of the City, and may be used by the City for any pu.rpose
beneficial to the City.
� 1�. Records lnsaection and Audit.
All compensation paymerrts 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 audiY 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 Aqreement..
This Agreement shall be administered by Nina Collie�, on behalf of the ,
Consultant, and by the Mayor of the City, or designee, on behalf of the
City. Any written notices required tiy the terms ofthis Agreement shall be
served on or mailed to the following addresses:
Citv of Auburn Consultant
Aubum City Hall Washington'Advocates, LLC
25 West Main Street P. O. Box 1462
Auburn, WA 98001-4998 Bellevue, WA 98004
(253) 931-3000, (425) 467-690q
Fax (253) 288-3132 Fax (425) 467-1037
nina.collier@Wash ington2advocates.com
Page 3 of 7
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, retum 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 Agreemerrt, 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 pursuanY 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, fhe types of insurance coverages
and in the amounts described below. The Consuftant shall fumish 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 Consuttant against loss or
liability for damages for,personal injury, death or property damage arising
out of or in connection with the per[orrnance by the Consultant of it§
obligations hereunder, with minimum 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 liabiliry 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, acfions, 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 Consuftarrt, its
officers, agerrts, employees, or any of them relating to or arising out. of the
performance of this Agreement. If a final judgment is rendered againstthe City,
its officers, agents, employees and/or any of them, or jointly against the City and
the Consultant and their respective officers, agents and erriployees, or any of
them, the Consultant shall satisfy the same to the extenYthat such judgment was
due to the Consultant's negligent acts or omissions.
Page 4 of 7
16. Assianment.
Neither party to this Agreement shall assign any right orobligation hereunder in.
whole or in part, without the prior written consent of the other party hereto. No
assignment or transfer of any interest under thisAgreement shall be deemed to
release the assignor from any liability or obiigation 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, mod�cation 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 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, modfication or waiVec Any waiver by any party of any defaulf 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 he�eto under and
pursuant to this Agreement.
18. Termination and Susaension.
Either party may terminate this Agreement upon written notice to the other party
if the other party fails substantially to perform in accordance with the4erms ofthis
AgreemenYthrough no fault of the party terminating the Agreemenf.
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 temiina4ion in accordance
with the rate of compensation provided herein.
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 respecUve
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 orexist for the benefd of anythird party, including
contractors, sub-contractors and their sureties.
Page 5 of 7
20. Costs to Prevailinq Partv.
In the event of such litigation or other legal action, to enforce any rights,.
responsibilities or obligations under this Ag�eement, the prevailing parties shall
be entitled to receive its reasonable costs and attomey'sfees.
21. Aaolicable Law:
This Agreement and the rights ofithe 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 Iimitation shall commence no later than the substaritial
completion by the Consultant of the services.
22. Caations, Headinqs 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 Ag[eement 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 neute�
expressions shall be interchangeable. Interpretation or construc4ion of this
Agreement shall not be affected by any determina4ion as to who is fhe 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 Aqreement.
This Agreement contains the enfire 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. Counteroarts.
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.
Page 6 of 7
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed effective the dayand year first set forth above.
CITY OF AUBURN WASHINGTON2 ADVOCATES, LLC
By: Nancy Backus, Mayor By: Nina Collier, Partner
Attest:
Danielle E. Daskam City Clerk
Approved as to form:
Daniel B. Heid, City Attorney
Page 7 of 7
*
ci�voF -��
AGENDA BILL APPROVAL FORM
WASHINGTON
�
Agenda Subject: Resolution No. 5040 Date: January 21, 2014
Depardnent: Attachments: Budget Impact: $0
Administration Resolution No. 5040� Contract
AdminisfraUve Recommendation:
City Council adopt Resolution No. 5040
Background Summary:
Resolution No. 5040 authorizes the Mayor and City Clerk to execute an agreement for serviceswith
Thompson Consulting Group for consulting services on various municipal functions, tasks and projects.
Reviewed by Council&CommiKees: Reviewed by Departrnents 8 Divfaions:
�Arts Commissian COUNCII COMMITTEES: ❑ Building ❑ M80
,�AirpoR ❑ Finance � ❑ Cemetery ❑ Mayor
� Hearing Examiner ❑ Municipal Serv. ❑ Finance ❑ Parks
�.� Human SerJices� ❑ Planning 8 CD � ❑ Fire ❑ Planning .
�.❑ Park�Boarcl ❑PublicWarks .� Legal ❑ Police
❑ Planning Comm. ❑ Other ❑ Public Works. ❑ Human Resources
❑ Infortnation Services
i4ctlon::
CommiCeeApproval: �Yes ❑No
Couneil Appro4al: �Yea ❑No� Call Por Public Heanng _/___(_
� Refertatl to � �Untfl ! /
i Tebled �- Untll / /
Councilmember:. Wales Staff: Hursh
Meetin 'Date: Janua 21, 2014 Item Number:
AUBURN * MORE THAN YOU IMAGINED
RESOLUTION NO. 5 0 4 0
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF AUBURN, WASHINGTON, AUTHORIZING
THE MAYOR TO EXECUTE A CONTRACT WITH
THOMPSON CONSULTING GROUP FOR
CONSULTING SERVICES
WHEREA8, 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 Thompson Consulting Group, to
provide such services; and
WHEREAS, Thompson Consulting Group; 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 7. That the Mayor is authorized to execute an agreement with
Thompson Consulting Group for consulting service, which agreement shall be in
substantial conformity with the Agreement attached hereto, marked as Exhibit "A"
and incorporated herein by this reference.
ResoluGon No. 5040
January 17, 2013
Page 1 of 2
Section 2. That the Mayor is autFiorized to implement such administrative
procedures as may be necessary to carry out the directives of this legislation.
Section 3. That this Resolution shall take effect and be in full force wpon
passage and signatures hereon.
Dated and Signed this day of , 2014.
CITY OF AUBURN
NANCY BACKUS, MAYOR
ATTEST:
Danielle E. Daskam, Ciry Clerk
ATfEST AS TO FORM:
Daniel'B. Heid, City Attorney
Resolution No. 5040
January 1Z, 2013
Page 2 of 2
Exhibit A
Resolution No. 5040
CITY OF AUBURN AGREEMENT
FOR PROFESSIONAGCONSULTING SERVICES
THIS AGREEMENT made and entered into on this _ day of
2014, by and between the City of Auburn, a municipal corporation of tfie State of
Washington, hereinafter referred to as "City" and Thompson Consulting Group,
hereinafter referred to as the"Consuitant."
WITNESSETH:
WHEREAS, the Ciry is engaged in or readying itself to be engaged in
various municipal functions, tasks and projects; and,
WHEREAS, it is in the City's be.st interests to have available the services
of qual�ed consultants who wili 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 suoh
consulting services in connection with the City's needs, and is wiiling and
agreea6le to provide such services upon the terms and condifions herein
contained.
NOW, THEREFORE, the parties hereto agree as follows:
1. Sco�e ofServices.
The C,onsultant agrees to perform in a good and professional manner
tasks related to efforts invotving the City of Aubum, State of Washington,
in addition to any other local, state, or federal entities as deemed
necessary by the City of Auburn, including:
a. Engaging in communication with appropriate representatives of various
agencie§ and entities who would be involved in such efforts, and
b. Providing legislative analysis and advocacy, and
c. Advising and consulting with the City regarding approaches and
strategies on how to promote opportunities advantageous to the Gity;
and
d. Engaging in such other related tasks as are assigned by the City.
Page 1 of 7
2. Independent Contractor.
The Consultant shall perform the services as an independent contractor
and shall not be deemed, by virtue ofthis Agreement and the perFormance
thereof, to haye 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 in Section 1 above are desired by the City and the
time period for the complefion of such services makes the execution of
addendum impractical prior to the commencement of the ConsultanYs
perFormance of the requested services. The Consultant hereby agrees
that it shall perform such services upon the oral request of an authorized
representative ofthe 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 service"s shall be as described in
Section 7 of this Agreement.
4. ConsultanYs Rearesentations.
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 Resaonsibilities.
The City shall do the following in a timely manner so as not to delay the
seniices of the Consultant:
a. Designate in writing a person to act as the City's representative with
respecf to the services. 1n advance of any such designation, the
Mayor of the City of Aubum shall serve in such designated capacity.
The City's designee shal� 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 alI studies, reports, memoranda,
plans, and other documents prepared by the Consultant in
furtherance of the scope of services hereof, and render decisions
regarding such documen4s in a timely manner to prevent delay of fhe
services.
6. Acceatable Standards.
The Consultanf 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.
Page 2 of 7
7. Comaensation.
As compensation for the ConsultanYs performance of the services
provided for herein, the City shall pay the Consultant a monthly fee of
Eleven Thousand Dollars ($11,000.00) 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
billinglclaim cycle following receiPt of the invoice or statement; and shall
remit payment to the Consuftant thereafter in the normal course.
8. Term of Aareement.
The Term of this Agreement shall commence on the date hereof or on the
1st day of January, 2014, and shall terminate on the 31st day of
December, 2014, unless otherwise agreed to in writing by 4he parties.
9. Ownershia 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
properly of the City, and may be used by the City for any purpose
beneficial to the City.
10. Records Insaection 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 Pertormance.
In the event that anydispute or conflict arises between the parties while
this Contract is in effect, the Consultant agrees that, notwithstanding sucfi
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 Aareement.
This Agreement shall be administered by Kate Babbo, 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:
Page 3 of 7
Citv of Aubum Consukant
Aubum City Hall Thompson Consulting Group
25 West Main Street PA. Box 2192
Aubum, WA 98001-4998 Tacoma, WA 98401
(253) 931-3000 (253) 879-1250
Fax (253) 288-3132 Fax (253) 879-1251
Kateb�thompsoncg.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 giyen if
delivered in person or deposited in the United States mail, postage prepaid, for
mailing by certified mail, retum receipt requested, and addressed, if to a party of
this Agreement, to the address for fhe 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 thefioregoing 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 antl expense, the types of insurance coverages
and in the amounts described below. The Consultant shall fumish 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 Consultanf 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 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 limitsof$1,000,000.
15. Indemnfication.
The Consultarrt 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
Page 4 of 7
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 o�cers, agents, employees and/or any of them, or jointty against the Gity and
the ConsultanY 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 ConsultanYs negligent acts or omissions.
16. Assianment.
Neither party to this Agreement shall assign any right or obligation hereunder in
whole ot 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 4his
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 nght arising from any subsequent
default.
Nothing herein shall IimiY the remedies or rights of the parties hereto under and
pursuant to this Agreement.
18. Termination and Susaension.
Either party may terminate this Agreemenf upon written notice to the other party
if the otherparty fails substantiallyto 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.
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 respecfive
successors and assigns, provided that this section shall not be deemed to permit
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any transfer or assignment othervvise prohibited by this Agreement. This
Agreement is for the exclusive benefd ofithe 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 Prevailinq 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 attorney's fees.
21. Aoolicable Law.
This 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 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 4he substantial
comple4ion by the Consultant of the services.
22. CapGons,.Headinas and Titles.
All caption§, headings or titles in the. paragraphs or sections of this Agreement
are inserted for convenience of reference only and shall not consfitute 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 o� 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 ofthe
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 inyalidity
shall not affect the validity of the remainder of this Agreement.
24. Entire Aqreement.
This AgreemeM corrtains the entire:understanding of theparties hereto in tespect
to the transactions contemplated hereby and supersedes all prior agreements
and understandings between the parties with respect to such subject mattec
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 frst set forth above.
CITY OF AUBURN Thompson Consulting Group
By: Nancy Backus, Mayor By: Kate Babbo, Consultant
Attest:
Danielle E. Daskam City Clerk
Approved as to form:
Daniel B. Heid, City Attorney
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