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HomeMy WebLinkAbout3423 RESOLUTION NO. 3423 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, VVASHINGTON, AUTHORIZING THE MAYOR AND THE GITY CLERK TO EXECUTE AN AGREEMENT FOR PROFESSIONAL $ERVICES BETWEEN THE CITY OF AUBURN AND HENDERSON YOUNG & COMPANY FOR THE PURPOSE OF CONDUCTING A STUDY AND PREPARING A FINANCIAL _ . _ _ ANALYSIS OF POTENTIAL ANNEXATION OF TME LEA MILL AREA TO THE CITY OF AUBURN. WHEREAS, the city of Aubum has an adopted Potential Annexation �I Area (PAA) in accordance with the Washington State Growth Management Act; ' and WHEREAS, the City Council of the City of Au6urn, Washington desires to have a study prepared to provide financial analysis relative to the potential annexation of the Lea Hill Area to the City of Aubum; NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, _ _ WASHINGTON, IN A REGULAR MEETING DULY ASSEMBLED, HEREWITH RESOLVES AS FOLLOWS: Section 1. The Mayor and the City Clerk of the City of Auburn are hereby authorized to execute an Agreement for Professional Services with Henderson Young & Company, to conduct a study and prepare a financial analysis of'4he potential annexation of the Lea Hill area to 4he Gity of Auburn. A copy of said Agreement is attached he.reto, designated as Exhibit "A" and incorporated by reference in this Resolution. Resolution No.3423 February 13,2002 • Page 1 Section 2. The Mayor is he�eby authorized to implement such administrafive procedures as may be necessary to carry out the directives of this legislation, DATED and SIGNED this 19�'�day of February, 2002. CITY OF AUBURN � �� PE R B, LEWIS MAYOR ATTEST: �,�.�� an elle E. Daskam, City Clerk APPROU D AS TO FORM: Daniel B. Heid, City Attorney Resolution No.3423 February 13,2002 Page 2 AGREEMENT FOR PROFESSIONAL SERVICES T'HIS AGREEMENT made and entered into by and between the CITY OF AUBURN, a Municipal Corporation in King County, Washington,hereinafter referred to as "CITI"' and with HENDERSON YOUNG & COMPANY,whose address is 16700 NE 79�' StrBet, Suite 202, Redmond, Washington 98052-4465 , hereinafter referred to as "CONSULTANT". In consideration of tlie coveriants and conditions of this Agreement, the parties hereby i agree as follows: 1. SCOPE_OF WORK. The Consulfant will perforin the services described in Attacliment"A", attached and by this reference made part of this Agreement. These Attachment"A" services aze referred to herein as the Scdjie of Work. 2. TERM. The CONSiJLTAN'I' shall not begin any work under this Agreement until authorized in writing by the CITl'. All work under this Agreement shall b:e completed by July 1, 2002. The established completion rime shal] not be extended because of any unwarranted delays attributable to the CONSiJLTANT, but may be extended bythe CITY in the event o£a delay attributable to the CITY, or because of unaVoidable delays caused by an act of GOD or govemmental actions or other conditions beyond the control ofthe CONSiJLTANT. A prior supplemental Agreement issued by the CITY is re.qui;ed to extend the establisked completion time.. 3. COMPENSATION. The CONS[ILTANT shall be paid by the CITY for services rendered under this agreeinent as proyided hereinafter. Such payment shall be full cortipensation for work performed or services rendered and for all labor, materials, supplies, equipment and incidentals necessary to Agreement for Professional Servicea Resolution 3423 " February 13, 2002 Page 1 of 9 complete the work. All billings for compensation for work performed under this agreement will list specific project titles, actual time(days and/or hours) and dates during which the work was performed and the compensation sliall be figured using the rates in Attachment"B", Schedule of Chazges": Payment shall be on a time and materials basis, approximating the amounts associated with each task on Attachment "A". The amounts undei each task may vary; howevei, the total amount of the contract shall not exceed thirty-nine thousand dollazs ($39,000.00). In the event services beyond those specified in the Scope of Work, and not included in the � compensarion listed in Uus Ageement aze required, a coritract modificarion shall be negotiated I arid approved by the CITY prior to any effort being expended on such services. 4. RESPONSIBILITY OF CONSULTANT. The CONSLJLTANT 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 CONSiJLTANT undei this Agreeinent. The CONSIJLTANT shall,without additional compensation, correct or revise any errors, omissions ot other deficiencies in its plans, designs, drawings, specific.ations, reports and other services required. The CONSLJLTANT shall perform its services to conform to generally accepted professional planning practices and standards and the requi;ements of the CTTY. Any approval by the CTfY under this Agreeinent 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 perfoimance of tfiis Agii�eement to the full extent of the law. 5. INDENINIFICATION/IIOLD HARMLESS. --------------------------------- Agreement for P=ofesaional Services Resolution 3423 February 13, 2oo2 � ' Page 2 of 9 The CONSLJLTANT shall indemnify and hold the CITY and its officers and employees hannless from and shall process and defend at its own expense all claims, demands, or suitsat law oi eqnity arising in whole or in part &om the CONSULTANT'S negligence or breach of any of its obligations under this Agreement; provided that nothing herein shall require the CONSiJLTANT fo indemnify the CITY aganist and hold harmless the CITY from claims, demands or suits based solely upon the conduct of the CITY, their agents, officers and employees and provided fiuther that if the claims orsuits are caused by or result from the concurrent negligence of(a)the CONSULTANT'S agents or employees and (b) the CITY, their agents, officers and employees,this indemnity provision with respect to (1) claims or suits based upon such negligence,(2)the costs to the CIT'Y of defending such claims and suits, etc. shall be valid I and enforceable only to the extent of the CONSiJLTANT'S negligence or the negligence of the CONSiJLTANT'S agents or employees. The provisions of this section shall survive the expuation or termination of this Agreement. 6: INDEPENDENT CONTRACTORlASSIGNMENT. The parties agree and understand that the CONSULTANT is an independent contractor and not the agent or employee of the CTTY and that no liability shall attach to the CITY by reason of enteting into this Agreement except as otherwise provided herein. The parties agree '� tliat this Agreement may not be assigned in whole or in part without the written consent of the CITY. I 7. INSURANCE. CONSiJLTANT shall procure and maintain for the duration of this AgreemenU, coriunercial generalliability insivance against claims for injuries to persons or damage to property which may arise from or in conjunction with services prbvided to the CITY liy the CONSiJLTANT, its agents, employees or subcontractors, under tliis Agreement. The CONSIILTANT agrees to provide coinniercial general liability insnrance and shall maintain AgreemenC for Profesaional Servicea Resolution 3423 February 13, �2002 Page 3 of 9 liability limits ofno less then ONE MILLION DOLLARS ($1,000,000) per occwrence and ONE MILLION DOLLARS ($1,000,000) general aggregate. The CONSiJLTANT shall also provide and maintain professional liability coveiage in the m;n;rrriun liability limits of FIVE HUNDRED THOUSAND DOLLARS ($500,000). The general liability coverage shall also provide ttiat the CITY, its officets, employees and agents aze to be covered as additional insured as respects: Liability arising out of the services or responsibilities performed by or under obligation of the CONSLTI,TANT under the terms of this Agreement, by the CONSULTANT, its employees, agents and subcontractors. Both the general liability and professional liability coverage shall provide that the CONSULTANT'S insaiance coverage shall be primary insurarice as respects tlie CITY, its officials, employees and agents. Any insurance or self insurance maintained by the CTI'Y, its officials, employees or agents shall be excess to the CONSiJLTANT'S insurance and shall not contribute with it. Each insurance policy required by this section of the Agreement shall be endo,rsed to state that coverage shall not be suspended, voided, or canceled except when tivrty (30)days prior written riotice Has been given to the CITY by certified mail return receipt requested. All insurance shall be obtained&om an insurance company authorized to do business in the State of Washington. The CONSULTANT agrees to pmvide copies of the certificates of inswance to the CITY specifying the coverage required tiy tliis section within 14 days of the execution of this Agreement. The CTTY reserves the right to require that complete, certified copies of all required insurance policies be submitted to the CTTY at any time. The CITI'will pay no progress payinents undei Section 3 until the CONSULTANT has fully complied with this section. 8. NONDISCRIMINATION. The CONSULTANT riiay not discriminate regarding:any serVices or activities to which this Agreement may apply directly or through contractual,hiring, or other arrangements on the .Agreement for Profesaional Services Reeolution 3423 . February 13, 2002 Page 4 of 9 grounds of race,color, creed, religion, national origin, sex, age, or where there is the presence of any sensory, mental or physical handicap. 9. OWNERSHIP OF RECORDS AND DOCUMENTS. The CONSIJLTANT agrees tHat ariy and all draivings, compnter discs, docuinents, records;books, specifications,reports, estimates, summaries and such other information and matarials as the CONSiJLTANT rriay have accumulated,prepared or obtained as part of providing services under the terms of this Agreement 6y the CONSiJLTANT, shall belong to and shall re.main the p;operty of the CITY OF AUBURN. In addition, the CONSiJLTANT agrees to maintain all books and records relating to its operation and coriceming this Ageement for a period of six (6) years following the date that this Agreement is expired or othenvise temunated. T'he CONSLJLTANT further agrees that the CITY may inspect any and all documents held by the CONSIJLTANT and relating to ttiisAgreainent upon goo.d cause at any reasonable time within the six (6) year period. The CONSiJLTANT also agrees to provide to the CITY, at the CITY'S request, the originals of all drawings, doc.uments, and items specified in this Secrion and I information compiled in providing services to the CITY under the terms of this Agreemerit. 10. CERTIFICATION.REGARDING.DEBARMENT, SUSPENSION,AND ATHER RESPONSIBILITY MATTERS-PRIMARY COVERED TRANSACTIONS. The prospective primary participant certifies to the best of its Imowledge and belief, that it and its principals: (a) Are not presently debarced, suspended,p"roposed for debarment,declazed ineligible, or voluntarily excluded from covered transactions by any federal department or agency; (b) Have not within a three-yeaz period preceding this proposal been convicted of or had � a civil judgment rendered against them far commission or fraud or a criininal offense i --------------------------------- Agreement for Profeasional Services Resolution 3423 February 13, 2002 Page 5 of 9 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 6r oivilly charged by a govemmental entity(federal, state, or local)with commission of any of the offenses enumerated in pazagraph"(b)"ofthis certifcation; and (d) Have not within a three-yeaz 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.. 11, TERMINATION OE AGREEMENT. This Agreemerit may be teriiiinated by either party npon twenry(20) days written notice to the otherparty,and based upon any cause. In the event of termination due to the fault of other(s) than the CONSiJLTANT, the CONSIJLTANT shall be paid by the CITY for services performed to the date of termination. Upon receipt of a termination notice under the above pazagraph, the CONSULTANT I 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 accutnulated,prepared or obtained in perfoixning this Agreement,whether completed or in process. 12. GENERAI. PROYISIONS. 12.1. This Agreement shall be govemed by the laws,regulations and ordinances of the City of Anbum, the State of Washington, King County, and where applicable, Fe.deral laws. Agreement for Protessional Services Resolution 3423 February 13, 2002 Page 6 of 9 12.2. All claims, disputes and other matters in question arising out of, oi relating to, this Ageement or the breach hereo£;except with respect to claims which haue been waived,will be decided by a court of competent jurisdiction in King County, Washington. Pending final decision ofa dispute hereunder; the CONSiJLTANT and the CITY shall proceed diligently with the perforttiance of the s.ervices and obligarions herein. 12.3. The CTI'Y and the CONSiILTANT respectively bind themselves,their pa;tners, succ,essors, assigns, and legal representatives to the other party to this Agreement with respect to all covenanfs to this Agreement. 12.4: 1'his Agreement represents the entire and integrated Agteement between the CTfY and the CONSiJLTANT and supersedes all prior negotia6ons,representations or agreements either oral or written. Tfiis Agreement may be amended only by written instrument signed by both the CTTI' and the CONSULTANT. 12.5. SHould it b:ecome necessary to enforce any term or obligation of this Agreement, then all costs of enforcement including reasonable attorneys fees and expenses and court costs shall be paid to the substantially prevailing party. 12.6. The CONSLJLTAIVT agrees to comply with all local, s;ate and £ederal laws applicable to its performance as of the date of this Agreement. 12.7. If any provision of this Agreement is invalid or unenforceable; the remaining provisions shall remain in force and effect. --------------------------------- Agreement for Profesaional Servicee Reeolution 3423 February 13, 2002 . Page 7 of 9 CIT UBURN �� Peter B Lewis, Mayor Date �q i �� ATTEST; G�.,L[-CC�i�� Dan elle E. Daskam, City Clerk APPROV AS TO FOR1vI: �" DariieI . Heid, ' At rney Henderson Young&Couipany BY: Randall L. Young Title: President Address: 16700 NE 79`h Street, Suite 202 Address: Redmond, Washineton 98052 Phone (4251869-1786 Fax # (425) 869-5669 Federal Tax ID# 84-0780133 File: REF.H:�FO[tMS�FE054(R I/02) ____'__"'__'___'________._______' Agreement for Professional Services Reaolution 3423 February 13, 2002 Page 8 of 9 CONSULTANTINVOICES Consultant invoices should contain the following information: • On consultant letterhead. o A cover letter stating the status of each task. This shonld include items completed,percent completed during the billing period and completion along with funding status. • Internal invoice number and%or seqnential ndmeric iiumber(i.e.: progess payment# 10). • Irivoice date. o Period of time invoice covers. o Consultant Agreement# (i.e.; AG-C-010). e Project number(s) listed(i.e.; PR562). o City's project manager listed. • The hour(s)per person broken down by task(s) (attach tnnesheets, spreadsheet detailing timesheets, or some other form of proo� along with type of work done (i.e:: design, right-of- way, or construction) or task order number. • Direct salary(base salaries) • Indirect salary(benefits) e Diiect non-salary(i.e.; mileage, reproduction fees (i,e.: printing, copying), commnnication fees (i.e.: telephone), supplies, computer chazges, subconsultants), indirect non-salary (overhead). The City does not pay for consultant meals unless part of a task requites travel outside of the greater Seattle, Tacoma, and Everett area. These costs aze to be broken down and backup information is to beattached to invoice: Project managers are to inform consultants as to what is required for break down information and if backup inPormation is to be attached. Break out the same for subconsultant chazges: . Previous and remaining base contract amounts left in each task and total contract—total authorized amount (bottom line figure). Add amendments to this base contract amount for total authorized amount. • Percentage of work completed to date compazed to total amount of work(if reqnired by the pmject manager). • Status of Management Reserve Fund(MRF) (i.e.: a certain task) until we can get an amendment in place. • Invoices for previous yeaz is due by January 15�'. • Foc grandspecial funded projects there might be other special infortnation needed,reference the LAG manual. __ _ ATTACHMENT A CITY OF AUBURN LEA HILL ANNEXATION STUDY SCOPE OF WORK AND BUDGET Henderson, Young 8� Company Task Approach Budget 1. Lea Hill I2,evenue, Coat • Forecast major revenuea at Auburn $ 18,000 and Net Fiscal Impact rates • Forecast coat by department (per capita basis) • Review Auburn forecast from Kent model • Review departmental cost projections • Department review of per capita, Kent model output and departm.ental previous projections� provide revised departmental forecasts (if appropriate) • Results in ranges 2. Lea Hill Compared to . Levels of service 7,500 Auburn ��s of major taxes and fees 0 3. Annexation Strategies . AlternaEives for action 4,500 4. Report, Iteyiew, • Draft report 9,000 Presentation R,eview with staff . • �nal report • Presentation to Council Total $39,000 ATfACHMENT B Schedule of CLarges Henderson Young& Company Effective January 1,2002—December 31,2002 Hotirly rates Rapdy Young.......................................:.....$ 150.00 William Henderson.................:....:..:.......... $ 150.00 Other Rates/Eapenses Direct out of pocket non-salary expenses for documentation reproduction,postage etc will be reimbursed to Henderson Young&Company at Henderson Young& Companys' actual cost. Auto mileage for necessary travel will be reimbursed at the rate of $0365/mile or the current appmved IRS rate. For the services performed,Henderson Young&Company will be paid as charges acaine. The hourly rates will include direct.labor costs,overhead costs; and a11 indirect costs of Hendeison Young&Company such as office equipment; computer use, local telephone etc. Billings for direct non-salary expenses,d'uectly ide�ifiable with the project scope of work, shall be itemized with a listing of expenses supported by copies of the original bills retained by the CONSULTANT. Copies of the original supporting docnments sha11 be provided to the CITY , upon reques[. Henderson Young& Company shall submit invoices on a monthly basis unless otherwise indicated in this agreement.