HomeMy WebLinkAboutMichele Reevesr !r
CITY OF
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WASHINGTON
Agreement for Services
This Agreement is made effective as of 111(x4j 23 , 2015, by and between CIVILIS
CONSULTANTS/MICHELE REEVES LLC ( "C IS ") and the CITY OF AUBURN ( "CITY "). The parties
agree as follows:
1. DESCRIPTION OF SERVICES. CIVILIS agrees to provide the consulting services set forth in the Scope of
Work attached hereto at Exhibit A, by this reference made a part hereof, for the purpose of conducting
professional services for downtown revitalization strategy services comprised of development assistance and
retail summit services.
2. PAYMENT. For services delivered under the Scope of Work, the CITY agrees to pay CIVILIS a total not to
exceed fee of $25,000.00 pursuant to Exhibit A inclusive of expenses. Notwithstanding its rate and payment
provisions contained in its proposal for services, CIVILIS understands and agrees that payments must go through
City Council authorization at a regularly scheduled Council meeting and as such, payment shall only occur after
this authorization has been received.
3. EXPENSE REIMBURSEMENT. CIVILIS shall pay all 'but -of- pocket" expenses, and shall not be entitled
to reimbursement from the CITY except for specific services, items or activities listed in the Scope of Services as
reimbursable goods or services.
4. TERM/TERMINATION.
A. This Agreement is effective upon both parties' signatures. This Agreement expires at 11:59 p.m. on
Friday, November 6, 2015, or upon completion of CIVILIS services, whichever is earlier, unless extended by
mutual agreement prior to the completion of all services.
B. Either party may terminate the Agreement by notifying the other party in writing within seven (7)
days of the intent to terminate. If this Agreement is terminated, CITY shall pay CIVILIS for all work performed
as of the date of termination.
5. RELATIONSHIP OF PARTIES. CIVILIS is an independent contractor with respect to the City of Auburn,
and not an employee of the CITY. The CITY will not provide fringe benefits, including health insurance benefits,
paid vacation, or any other employee benefit, for the benefit of CIVILIS.
6. EMPLOYEES. The provisions of this Agreement shall also bind CIVILIS employees who perform services
for the CITY under this Agreement.
7. INDEMNIFICATION / HOLD HARMLESS. CIVILIS shall defend, indemnify and hold the CITY, its
officers, officials, employees and volunteers harmless from any and all claims, injuries, damages, losses or suits
including attorney fees, arising out of or resulting from the negligent acts, errors or omissions of CIVILIS in
performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. The
CITY shall defend, indemnify and hold CIVILIS, its officers, officials, employees and volunteers harmless from
any and all claims, injuries, damages, losses or suits including attorney fees, arising out of or resulting from the
negligent acts, errors or omissions of the CITY in performance of this Agreement, except for injuries and
damages caused by the sole negligence of CIVILIS. In the event of liability for damages arising out of bodily
injury to persons or damages to property caused by or resulting from the concurrent negligence of CIVILIS and
the City, its officers, officials, employees, and volunteers, (collectively the "Parties ") the Parties' liability
hereunder shall be only to the extent of each Party's negligence. It is further specifically and expressly
Page I of AUBURN* MORE THAN YOU IMAGINED
understood that the indemnification provided herein constitutes the Parties 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 of
this Agreement.
8. INSURANCE. CIVILIS shall procure and maintain for the duration of the Agreement, insurance against
claims for injuries to persons or damage to property which may arise from or in connection with the performance
of the work hereunder by CIVILIS, its agents, representatives, or employees.
A. Minimum Scope of Insurance: CIVILIS shall obtain insurance of the types described below:
1. Automobile Liability insurance covering all non -owned and hired vehicles. Coverage shall be
written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing
equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual
liability coverage.
2. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01
and shall cover liability arising from premises, operations, independent contractors and
personal injury and advertising injury. The CITY shall he named as an additional insured
3. Workers' Comnensation coverage as required by the Industrial Insurance laws of the State of
Washington, unless CIVILIS has no employees while this Agreement is in effect.
4. Professional Liabilitv insurance appropriate to CIVILIS's profession.
B. Minimum Amounts of Insurance. CIVILIS shall maintain the following insurance limits:
1. Automobile Liability insurance with a minimum combined single lint for bodily injury and
property damage of $1,000,000 per accident.
2. Conunercial General Liability insurance shall be written with lints no less than S1,000,000
each occurrence, $2,000,000 general aggregate.
3. Professional Liability insurance shall be written with limits no less than $1,000.000 per claim
and $1,000,000 policy aggregate limit.
C. Other Insurance Provisions: The insurance policies are to contain, or be endorsed to contain, the
following provisions for Automobile Liability and Commercial General Liability insurance:
CIVILIS'S insurance coverage shall be primary insurance as respect to the CITY. Any
insurance, self - insurance, or insurance pool coverage maintained by the CITY shall be excess
of CIVILIS'S insurance and shall not contribute with it.
2. CIVILIS's insurance shall be endorsed to state that coverage shall not be cancelled by either
party, except after thirty (30) days prior written notice by certified mail, return receipt
requested, has been given to the CITY.
D. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best rating of
not less than A: VI I.
E. Verification of Coverage: CIVILIS shall furnish CITY with original certificates and a copy of the
amendatory endorsements, including but not necessarily limited to the additional insured
endorsement, evidencing the insurance requirements of CIVILIS before commencement of the work.
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9. ASSIGNMENT. CIVILIS's obligations under this Agreement may not be assigned or transferred to any other
person, firm, or corporation without the prior written consent of the CITY.
10. NOTICES. All notices required or permitted under this Agreement shall be in writing and shall be deemed
delivered when delivered in person or deposited in the United Slates mail, postage prepaid, addressed as follows:
IF to CIVILIS:
Michele E. Reeves
Principal
Civilis Consultants/Michele Reeves LLLC
PO Box 28502
715 NW Hoyt Street 428502
Portland, OR 97228
IF to the CITY:
Kevin H. Snyder, AICP
Community Development & Public Works
Director
City of Auburn
25 W. Main Street
Aubum, WA 98001
Such address may be changed from time to time by either party by providing written notice to the other in the
manner set forth above.
I1. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties and there are no
other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any
prior written or oral agreements between the parties.
12. AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing and is
signed by both parties.
13. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any
reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of
this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and
enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
14. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this
Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and
compel strict compliance with every provision of this Agreement.
15. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of Washington. Venue for
any court action shall be in King County, Washington.
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The undersigned have read the above statements, understand them and agree to abide by their terms.
CITY OF AUI3URN
CIVILIS CONSULTANTS
Signed G Signed:
5
Date: I Date: / ✓ /py Z �, �U /�j
Address: 25 West Main Strcet Address: 715 NW Hoyt Street, #28502
Auburn, WA 98001 Portland, OR 97228
Phone: 253 -931 -3041 Phone: 503- 867 -8465
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EXHIBIT A
DEVELOPMENT ASSISTANCE
& RETAIL SUMMIT
presented to
City of Auburn,Washington
f i
CMIES
C O N S U L T A N T 5
CMLIS CONSULTANTS
PO Box 28502
715 NW Hoyt St #28502
Portland, OR 97228
503.867.8465
michele@civilisconsultants.com
April, 24, 2015
Kevin Snyder, AICP
Community Development & Public Works Director
City of Auburn Community Development & Public Works Department
Auburn. WA
Dear Kevin,
I couldn't be more delighted at the prospect of collaborating with your team in Auburn
again!
Per our discussions, I have included a work scope for 3 days of property owner rede-
velopment assistance that would happen in late spring /early summer 2015, as well as a
scope for a retail summit to happen in the early fall of 2015.
The redevelopment assistance assumes that you will be able to schedule back -to -back
appointments of two per day, three days in a row. For the summit, Anne Marie and I will
come into town the day before for some secret shopper time prior to the event.
I can't wait to return and dive into the details of improving and leveraging the great collec-
tion of assets in your downtown!
Please let me know if you have questions and /or refinements!
Sincerely,
ele E. Reeves
Principal
cm1
�o , 's
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SCOPE OF WORK AND TIMELINE
This contract will include two projects. The first is a series of strategic development con-
sulting meetings with key property owners in downtown Auburn that will occur in late
spring /early summer. The second is a downtown retail summit to occur in September
2015.
Strategic Development Consults
SCOPE OF WORK
A half day strategic development consult includes the following:
> Owner assessment meeting.
> Short presentation on adaptive reuse by consultant relevant to the subject
property.
> Building walkthrough.
> Tabletop brainstorming where we will look at phased redevelopment options
that take into account appetite for risk and budget. We will use photos, floor
plans, maps, and tracing paper to get ideas down on paper.
FEE
$2,500 per property (Maximum of 2 ownership groups per day on consecutive
days.) If we are able to schedule 2 per day over 3 consecutive days. Consultant
will roll the cost of travel into the fees, provided a single room at a local hotel are
comped for 3 nights.
TIMELINE
Mutually acceptable three day period in late spring /early summer 2015.
RESPONSIBILITIES
The city of Auburn will be responsible for making all appointments, providing a
meeting room with a/v capabilities, printing of relevant maps /records regarding sub-
ject properties, and securing comped hotel reservations.
Consultant will bring presentation in PPTX format on a thumb drive.
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Downtown Retail Summit
SCOPE OF WORK
Consultant will hold a three hour downtown retail summit that will teach the art and
science of retail. This summit will show how the most successful retail chains in the
world merchandise products, lay out stores, and track store performance. The four
building blocks for a great retail experience are constructed from these four con-
cepts:
> Traffic Counts.
> Conversion Rate.
> Demographics.
> Store Mapping.
Through real world examples and case studies, we will arm every Auburn retailer
with the materials they need to evaluate and track their own performance so they
can make changes that will positively impact their bottom line as soon as tomorrow.
FEE
$9,000, including travel. Consultant will roll the cost of travel into the fees, provided
two rooms at a local hotel are comped for one night prior to the event.
TIMELINE
Mutually acceptable day in September 2015.
RESPONSIBILITIES
The city of Auburn will be responsible for driving attendance, providing a meeting
room with a/v capabilities, and securing comped hotel reservations the night before
the event.
Consultant will bring presentation on a thumb drive in PPTX format, create all ex-
ercises, bring materials for interactive demonstrations, and print /distribute leave -
behind materials (which are included in the fee). Additionally, Consultant will provide
text /details of the summit for the City of Auburn to use for marketing.
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