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CITY OF AUBURN AGREEMENT
FOR PROFESSIONAL/CONSULTING SERVICES
THIS AGREEMENT made and entered into on this.�� d y oj �,-� 2017,
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 "ConsultanY'.
WITNESSETH:
WHEREAS, the City is engaged in or readying itself to be engaged in various
municipal functions, tasks and projects; and,
WHEREAS,
qualified consultants
appropriations; and,
and,
is in the City's best interests to have available the services of
who will be able to assist the City on projects related to federal
WHEREAS, the City desires to retain the Consultant to provide such services;
WHEREAS, the Consultant 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 parties hereto agree as follows:
Scope of Services.
The Consultant agrees to perform in a good and professional manner tasks
related to projects involving the City of Auburn also involving federal funding,
including:
a. Engaging in communication with appropriate representatives of various
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
c. Engaging in such other related tasks as are assigned by the City.
Independent 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, 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 completion 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
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services upon the oral request of an authorized representative of the 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 services
shall be as described in Section 7 of this Agreement.
4. Consultant's Representations.
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 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 Auburn 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
manner to prevent delay of the services.
6. Acceqtable Standards.
The Consultant 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.
7. Compensation.
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
ConsultanYs 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 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 Apreement.
The Term of this Agreement shall commence on the date hereof or on the 1st
day of January, 2017, and shall terminate on the 31st day of December, 2017,
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
othervvise prepared by the Consultant as part of his performance of this
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Agreement (the "Work Products") shall be owned by and become the property of
the City, and may be used by the City for any purpose beneficial to the City.
10. Records Insoection 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 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 Collier, 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:
Citv of Auburn
Auburn City Hall
25 West Main Street
Auburn, WA 98001-4998
253-931-3000
nbackus@auburnwa.gov
Consultant
Washington2 Advocates, LLC
P.O. Box 1462
Bellevue, WA 98004
425-467-6900
nina.collier@washington2advocates.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 given if delivered in person or
deposited in the United States mail, postage prepaid, for mailing by certified mail, return
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 Agreement, 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 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 and expense, the types of insurance coverages and in the amounts
described below. The Consultant shall furnish 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:
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a. Comprehensive public liability insurance, including automobile and property
damage, insuring the City and the Consultant 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 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, actions, 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 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 officers, agents, employees and/or any of them, or jointly
against the City and the Consultant 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. Assiqnment.
Neither party to this Agreement shall assign any right or obligation hereunder in whole or
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 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, modification or
waiver. Any waiver by any party of any default 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 hereto under and pursuant
to this Agreement.
18. Termination and Suspension.
Either party may terminate this Agreement upon written notice to the other party if the
other party fails substantially to 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
Consuitant.
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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 respective 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 paRies 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 PaRv.
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. Applicable Law.
This Agreement and the rights of the 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 limitation shall
commence no later than the substantial completion by the Consultant of the services.
22. Captions 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 paR 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 or 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 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 Apreement.
This Agreement contains the entire 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. Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be one
and the same Agreement and shali 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 first set forth above.
CITY OF AUBURN
\ �. � .,_ �...
�. .
Attest:
r � a�.�
Da elle E. Daskam City Clerk
Approved as to form:
Daniel B. Heid, City Attorney
WASHINGTON� ADVOCATES, LLC
/�/%- =_
By: Nina Collier, Partner
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