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AGREEMENT FOR PROFESSIONAL SERVICES
Old Post Office — City of Auburn Arts Center
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
PARC Resources, a corporation, whose address is 64644 Cook Avenue, Bend Oregon, 97703,
(Telephone:1-800-758-6812), 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.
See Exhibit A, which is attached hereto and by this reference made a part of this
Agreement.
2. TERM.
The CONSULTANT shall not begin any work under this Agreement until
authorized in writing by the CITY. All services and all work product required under this
Agreement shall be completed within _250_ calendar days.
The established completion time shall not be extended because of any delays
attributable to the CONSULTANT, but may be extended by the CITY in the event of a
delay attributable to the CITY, or because of unavoidable delays caused by an act of
GOD or governmental actions or other conditions beyond the control of the
CONSULTANT. A prior supplemental Agreement issued by the CITY is required to
extend the established completion time.
3. COMPENSATION.
In consideration of the services to the CITY in connection with the CONTRACTOR
services, the CONTRACTOR shall receive total compensation of not to exceed twenty
five thousand dollars and no/100 ($25,000.00) service fee, inclusive of travel and all
materials.
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In the event services are required beyond those specified in the Scope of Work, and not
included in the compensation listed in this Agreement, a contract modification shall be
negotiated and approved by the CITY.
4. PAYMENT
The CONTRACTOR shall be paid by the CITY for the completed work and
performance in compliance with the terms of this Agreement. Such payment shall be
full compensation for all work performed and services rendered under the terms of this
Agreement. The payment to the CONTRACTOR shall be in compliance with the
regulations of the CITY Finance Department and initiated by submission of an invoice.
The CONTRACTOR agrees to be responsible for payment of any and all taxes, which
may be due as a result of performance under this contract.
5. RESPONSIBILITY OF CONSULTANT.
The CONSULTANT shall be responsible for the professional quality, technical
accuracy, timely completion and the coordination of all studies, analysis, designs,
drawings, specifications, reports and other services performed by the CONSULTANT
under this Agreement. The CONSULTANT shall, without additional compensation,
correct or revise any errors, omissions or other deficiencies in its plans, designs,
drawings, specifications, reports and other services required. Any approval by the
CITY under this Agreement shall not in any way relieve the CONSULTANT of
responsibility for the technical accuracy and adequacy of its services. Except as
otherwise provided herein, neither the CITY'S review, approval or acceptance of, nor
payment for, any of the services shall be construed to operate as a waiver of any rights
under this Agreement or of any cause of action arising out of the performance of this
Agreement to the full extent of the law.
6. INDEMNIFICATION/HOLD HARMLESS.
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The CONSULTANT shall indemnify and hold the CITY, its officers, officials,
volunteers, and employees harmless from and shall process and defend at its own
expense any injuries, damages, losses, or suits, including attorney fees or equity arising
in whole or in part from the acts, errors or omissions of the CONSULTANT in
performance of this Agreement, or 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 sole negligence of the CITY, its officers,
officials, volunteers, 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, its officers, officials, volunteers, or 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.
7. INSURANCE REQUIREMENTS
The CONSULTANT 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 the
CONSULTANT, its agents, representatives, or employees. CONSULTANT's maintenance
of insurance as required by the agreement shall not be construed to limit the liability of
the CONSULTANT to the coverage provided by such insurance, or otherwise limit the
CITY's recourse to any remedy available at law or in equity.
CONSULTANT shall obtain insurance of the types and coverage described below:
7.1 Automobile Liability insurance covering all owned, non-owned, hired and leased
vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA
00 01 or a substitute form providing equivalent liability coverage.
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7.2 Commercial General Liability insurance shall be at least as broad as ISO
occurrence form CG 00 01 and shall cover liability arising from premises,
operations, stop-gap independent contractors and personal injury and
advertising injury. The Public Entity shall be named as an additional insured
under the CONSULTANT's Commercial General Liability insurance policy with
respect to the work performed for the CITY using an additional insured
endorsement at least as broad as ISO CG 20 26.
7.3 Workers' Compensation coverage as required by the Industrial Insurance laws of
the State of Washington.
CONSULTANT shall maintain the following insurance limits:
7.4 Automobile Liability insurance with a minimum combined single limit for bodily
injury and property damage of $1,000,000 per accident.
7.5 Commercial General Liability insurance shall be written with limits no less than
$1,000,000 each occurrence, $2,000,000 general aggregate.
The CONSULTANT's Automobile Liability and Commercial General Liability
insurance policies are to contain, or be endorsed to contain that they shall be primary
insurance as respect the CITY. Any Insurance, self-insurance, or self-insured pool
coverage maintained by the CITY shall be excess of the CONSULTANT's insurance and
shall not contribute with it.
Insurance is to be placed with insurers with a current A.M. Best rating of not less
than A:VII. CONSULTANT shall furnish the 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 the CONSULTANT
before commencement of the work.
The CONSULTANT shall provide the CITY with written notice of any policy
cancellation within two business days of their receipt of such notice. Failure on the part
of the CONSULTANT to maintain the insurance as required shall constitute a material
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breach of contract, upon which the CITY may, after giving five business days' notice to
the CONSULTANT to correct the breach, immediately terminate the contract or, at its
discretion, procure or renew such insurance and pay any and all premiums in connection
therewith, with any sums so expended to be repaid to the CITY on demand, or at the
sole discretion of the CITY, offset against funds due the CONSULTANT from the CITY.
8. 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.
9. 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, sexual
orientation, age, or where there is the presence of any sensory, mental or physical
disability , or any other protected class status as defined by any federal, state, or local
laws.
10. 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. 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 or otherwise
terminated. The CONSULTANT further agrees that the CITY may inspect any and all
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documents held by the CONSULTANT and relating to this Agreement upon good cause at any
reasonable time within the six (6) year period. The CONSULTANT also agrees to provide to the
CITY, at the CITY'S request, the originals of all drawings, documents, and items specified in this
Section and information compiled in providing services to the CITY under the terms of this
Agreement.
11. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER
RESPONSIBILITY MATTERS-PRIMARY COVERED TRANSACTIONS.
The prospective primary participant certifies to the best of its knowledge and
belief, that it and its principals:
(a) Are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any federal
department or agency;
(b) Have not within a three-year period preceding this proposal been convicted of or
had a civil judgment rendered against them for commission or fraud or a criminal
offense in connection with obtaining, attempting to obtain, or performing a
public (federal, state, or local) transaction or contract under a public transaction;
violation of federal or state antitrust statues or commission of embezzlement,
theft, forgery, bribery, falsification or destruction of records, making false
statements, or receiving stolen property;
(c) Are not presently indicted for or otherwise criminally or civilly charged by a
governmental entity (federal, state, or local) with commission of any of the
offenses enumerated in paragraph "(b)" of this certification; and
(d) Have not within a three-year period preceding this application/proposal had one
or more public transactions (federal, state, or local) terminated for cause or
default.
Where the prospective primary participant is unable to certify to any of the statements
in this certification, such prospective participant shall attach an explanation to this proposal.
12. TERMINATION OF AGREEMENT.
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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.
It is provided, however, that in the event of termination at (a) the discretion of
the CONSULTANT, or (b) for situations such as, but not limited to, unavailability of key
Architect personnel of the CONSULTANT, destruction of project documentation, or
financial issues of the CONSULTANT, compensation shall be limited to the work that will
actually be useful to the City, as determined by and in the sole discretion of the City.
13. GENERAL PROVISIONS.
13.1. 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.
13.2. 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.
13.3. In the event that any dispute or conflict arises between the parties while
this Agreement is in effect, the CONSULTANT agrees that, notwithstanding such
dispute or conflict, the CONSULTANT shall continue to make a good faith effort to
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cooperate and continue work toward successful completion of assigned duties and
responsibilities.
13.4. 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.
13.5. 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.
13.6. Should it become necessary to enforce any term or obligation of this
Agreement, then all costs of enforcement including reasonable attorney's fees and
expenses and court costs shall be paid to the substantially prevailing party.
13.7. The CONSULTANT agrees to comply with all local, state and federal laws
applicable to its performance as of the date of this Agreement.
13.8. If any provision of this Agreement is invalid or unenforceable, the
remaining provisions shall remain in force and effect.
13.9. This Agreement shall be administered by Stan Foster 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 PARC Resources
Attn: Maija McKnight Attn: Stan Foster, President
2840 Riverwalk Drive SE 64644 Cook Ave
Auburn WA 98002 Benc, OR 97701
Phone: 253-804-5043 Phone: 541-330-0485
Fax: 253-931-4005 Fax: (541) 322-0486
E-mail: mmcknight @auburnwa.gov E-mail: stan @parcresources.com
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13.10. All notices or communications permitted or required to be given under
this Agreement shall be in writing and shall be delivered in person or deposited
in the United States mail, postage prepaid. Any such delivery shall be deemed
to have been duly given if mailed by certified mail, return receipt requested, and
addressed to the address for the party set forth in or if to such other person
designated by a party to receive such notice. It is provided, however, that
mailing such notices or cr.:: .unications by certified mail, return receipt
requested is an option, not a requirement, unless specifically demanded or
otherwise agreed.
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.
13.11. 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.
CITY/OF AUBURN
Nancy Backus layor
Date 1 ' 1.5 • 1to
A E/ ST:
Danielle E. Daskam, City Clerk
APP• / AS TJ'OR' •
Al
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D•''e B. Heid, . Attorney
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Old Post Office/Auburn Arts Center
EXHIBIT A
r1
Resources
TEAM LEADERS
Stan Foster/ Bob Irvine/ Bill Flood
Community Assessment Feasibility Analysis Research/ Funding Opportunities
Bill Flood, Arts and Culture Dr. Robert Irvine, Vice President Laura Prado, Fundraising Specialist
Specialist
Activity Timeline
1. . Coordinate a community open house of the space and compile and April 2016—B. Flood
complete a summary of programming desires, input and
suggestions.
2. Create a Community Survey document to solicit broad input on the January 2016—PARC Team
Theater and Post Office Building as part of a Arts and Culture Hub in
Downtown Auburn
3. Evaluate and respond to a programming and business plan for the January 2016—PARC Team
various activities desired in the facility.
4. Review demographic/trending information to determine if additional January 2016—B. Irvine
research is needed based on specific activities requested.
5. Assess key elements necessary to support an Arts &Culture Hub in February 2016— PARC Team
downtown Auburn.
6. Evaluate programming desires and link them to the specific facility February 2016—PARC Team
assets(rooms/space) available to support that function. Prepare a
preliminary assessment of leasehold improvements needed to
accomplish desired activities.
7. Prepare a preliminary cost estimate for the needed improvements. February 2016—PARC Team
Identify opportunities for phased development; prepare a
recommendation on sequencing improvements based on factors
such as readiness to proceed, support groups, income production
and compatible support for the Theater operations. Identify critical
issues and structural barriers to full operational capacity of the Post
Office building.
8. Evaluate the needed synergy for creating an Arts and Culture hub in February 2016—PARC Team
Downtown Auburn. Features needed, services necessary, proximity
to associated functions, parking, secondary services(food,
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beverage, etc.).
9. Complete a preliminary Capital budget for the Post Office Building for March 2016—PARC Team
a full development cost. Break out activities in a phased or
sequencing strategy. Evaluate opportunities for mutually beneficial
funding strategies with the Theater and Arts Center facilities.
10. Contract with Architecture firm to complete a building assessment February—March 2016—PARC
Team
11. Build final Capitalization strategy for the Post Office as a stand-alone April 2016—PARC Team
facility and as an Arts and Culture hub. Identify sequencing and
strategies to fully secure outside funding (grants and donations) for
the major capital improvements. Establish a timeline and specific
order that funds should be sought from known funders.
12. Prepare Draft Feasibility Study on Post Office for Auburn Staff April 2016—PARC Team
review, Present draft documents to Auburn Staff in a work session to
finalize both documents. Determine a presentation strategy for
presenting the final study results to the City Council and key area
stakeholders.
13. Make final corrections and adjustments to the document and publish May 2016—PARC Team
findings provided 5 hard copies and electronic copies in both
Microsoft Word and Adobe PDF formats.
14. Present final findings in a forum(s)of the Auburn Staffs choosing. May 2016- PARC Team
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