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AGREEMENT FOR PROFESSIONAL SERVICES
Auburn Avenue Theatre
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, 97701,
(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.
S. 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.
S. 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 parry 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
Attn: Maija McKnight
2840 Riverwalk Drive SE
Auburn WA 98002
Phone: 253-804-5043
Fax: 253-931-4005
E-mail: mmcknight@auburnwa.gov
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PARC Resources
Attn: Stan Foster, President
64644 Cook Ave
Benc, OR 97701
Phone: 541-330-0485
Fax:
E-mail: stan@parcresources.com
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 communications by certified mail, return receipt
requested is an option, not a requirement, unless specifically demanded or
otherwise agreed.
Any parry 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 Ba us, Mayor
Date 11-1.3-15
ATTEST:
Danielle E. Daskam, City Clerk
I
• City Attorney
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Auburn Avenue Theater Study
Resources
Community Assessment
Bill Flood, Arts and Culture
Specialist
EXHIBIT A
TEAM LEADERS
Stan Foster/ Bob Irvine/ Bill Flood
Feasibility Analysis Research / Funding Opportunities
Dr. Robert Irvine, Vice President Laura Prado, Fundraising Specialist
SUMMARY OF PROPOSED APPROACH
ACTIVITIES
CONSULTANT ROLE
TIMELINE and OUTCOMES
1. Meet with City Staff to finalize work
PARC project leaders (3) will meet
Assumes: contract approved
plan and timelines. Collect data and
with City to initiate the proposed
previous studies to determine baseline
scope of work. Discussion with key
November 2/3, 2015
conditions of the building. Meet with key
city staff responsible for day-to-day.
City Staff to learn more about operating
operations of the theater
Review work is -on-going after this
conditions and issues with the facility in
initial meeting
current condition. Assess key public safety
and health issues which may impact
operational models.
2. Review existing plans, collect on-
Irvine conducts baseline economic
November —December 2015
site resource data for baseline analysis,
analysis, Flood initiates community
complete basic demographic and economic
survey process, Foster coordinates
Completed assessment, initiated
analysis, initiate community surveys,
market assessment of the current
community work with community
conduct telephone interviews with key
building; reviews lease contract for
meeting planned. Demographic and
stakeholders, and prepare for the first
recommendations. Prado prepares
existing conditions documented in
community -wide visioning session.
and distributes online community
the draft document. Surveys are
surveys.
collected and analyzed.
3. Complete building assessment for
Consulting team provides a
January 2016
evaluation of total cost for upgrading to
summary of current findings to key
contemporary operating standards.
staff to discuss options available in
Mid -point analysis is provided to key
Evaluated deficiencies to determine
an on-site meeting coinciding with a
city staff, public feedback loop
probably fixes. Complete a cost -benefit
community visioning meeting.
completed on the existing building,
analysis to determine whether the
(Flood, Foster, Irvine)
Cost benefit analysis reviewed for
community would be better served with a
internal consideration.
new building or re -purposing the current
theater.
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ACTIVITIES
CONSULTANT ROLE
TIMELINE and OUTCOMES
4. Evaluate various building options
Provide a comparative analysis of
February 2016
and opportunities.
existing versus new construction
using other regional examples and
Complete comparative analysis for
experiences to establish baseline
inclusion in the final report and
costs and benefits. Irvine & Prado
recommendations
'5. Complete funding and budget
Provide a detail funding strategy for
March 2016
packages for consideration of the City in
the various options developed in the
the final recommendations. Draft the final
feasibility analysis (Prado). Draft
Complete funding packages
written report per feedback loop provided
final written report (Irvine).
by City staff, citizens, specialists and other
Draft final written report
as appropriate.
6. Present findings to City staff, City
Final presentations conducted by
April 2016
Council and stakeholders
Irvine, Flood and Foster
7. Publish final report (15 bound copies
Complete all final revisions
April 29. 2016
+ PDF and Word Documents on disk
KEY A C TIVITIES ACCOMPLISHED
The following key milestones will be completed by the PARC Resources team over the course of this project.
■ Assessment of Current Condition of the building (including lease contract, valuation, physical condition and options for
achieving community goals).
■ Assessment of citizen interest and support for performing arts facility at current location and as a historic building.
Evaluations of key stakeholder views and what significant barriers exist for fully realizing the benefits of a performing arts
facility in the downtown core.
■ Assessment of potential options for sustaining a downtown performing arts facility which meets community
expectations for both quality and services available in Auburn.
■ Development of a building options matrix which compares types of theater resources by size of community and support
within the community. Complete financial analysis of each option for consideration of the City and its citizens.
■ Complete a performance operations summary which identifies the key elements necessary to sustain a performing arts
facility in the current location, current building and/or a combination of both.
■ Complete a cost benefit analysis based on current projected costs, estimated new costs and the community attitude
about what approach best suits the citizens of Auburn.
• Complete a funding strategy for each of the key options to be described in the final written report.
• Complete a final written report which provides the community with a sound basis for determining whether the current
Auburn Avenue Theater should be fully restored, a new theater facility should be built or a combined new addition on
adjacent property should be planned to sustain the historic theater building.
■ Ensure that public participation is maintained at all levels of this project. Maintain excellent communication with City
staff, stakeholders and the general community.
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