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HomeMy WebLinkAboutR-2006-117 Southeast Neighborhood Improvement Committee (SENIC) AgreementRESOLUTION NO. R-2006- 117 A RESOLUTION authorizing the City Manager of the City of Yakima to execute a Consultant Agreement for Professional Services with the Southeast Neighborhood Improvement Committee, a not-for-profit Washington corporation, to provide professional assistance to the City of Yakima for preparation and presentation of an application for inclusion of the Coson House, located at 201 South 8`h Street in Yakima, Washington, on the Yakima Historic Register. WHEREAS, the Yakima Historic Preservation Ordinance For Special Valuation, Chapter 11.62 of the City of Yakima Municipal Code, establishes a procedure for the identification, designation, preservation and rehabilitation of structures and areas having historical, cultural, architectural, archaeological engineering or geographic importance; and WHEREAS, the City of Yakima Department of Community and Economic Development staff are unable to devote the time necessary to provide the review and documentation necessary to prepare and submit a completed application to the Yakima Historic Preservation Committee for consideration of the residence located at 201 South 8th Street, locally known as the Coson House; and WHEREAS, the Department of Community and Economic Development requires professional assistance from an experienced consultant to perform the historic analysis, compile the research, prepare a complete application on the Register of Historic Places registration form and present a nomination application before the Yakima Historic Preservation Committee in a timely fashion; and WHEREAS, the Southeast Neighborhood Improvement Committee (SENIC), a not-for- profit Washington corporation, has agreed to provide the necessary assistanceto the City to research, analyze, identify and prepare an application for the Coson House to be considered by the Yakima Historic Preservation Committee for inclusion on the Yakima Historic Register; and WHEREAS, the City is aware that the corporate status of SENIC has been lapsed, and therefore conditions the execution of the attached Professional Services Contract on the presentation of documentation sufficient to satisfy the Yakima City Attorney's Office that the corporate status has been re -activated and that SENIC is a viable and current not-for-profit corporation licensed to operate in the state of Washington; and WHEREAS, the City Council deems it to be in the best interest of the City to authorize execution of the attached Consultant Agreement with the Southeast Neighborhood Improvement Committee to provide the professional services specified therein, now, therefore, (jc)res/Professional Services Contract SENIC Historic Review-Coson 1 BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: Upon a demonstration to the Yakima City Attomey's Office that the CONSULTANT's corporate status is current with the State of Washington as a registered not-for-profit Washington corporation and that all fees last due have been paid, the City Manager of the City of Yakima is hereby authorized and directed to execute the attached and incorporated "CONSULTANT AGREEMENT FOR PROFESSIONAL SERVICES" with the Southeast Neighborhood Improvement Committee, to provide professional technical assistance to the City's Department of Community and Economic Development toward the application and presentation of the Coson House to the Yakima Historic Register. ADOPTED BY THE CITY COUNCIL this 15th day •. August.. 2006. ATTEST: City Clerk (jc)res/Professional Services Contract SENIC Historic Review-Coson 2 David Edler, Mayor CONSULTANT AGREEMENT FOR PROFESSIONAL SERVICES for City of Yakima, Washington This agreement is made and entered into on this;:1-2- day of August, 2006, between the City of Yakima, Washington, hereinafter referred to as CITY, and the Southeast Neighborhood Improvement Committee, a not-for-profit Washington corporation ("SENIC"), hereinafter referred to as CONSULTANT. CITY and CONSULTANT for mutual consideration hereinafter set forth, agree as follows: I. OBJECTIVES The CONSULTANT shall provide the necessary research and analysis to prepare a Yakima Register of Historic Places Registration Form for the Coson House, located at 201 South 8th Street in Yakima, Washington, and shall present the nomination application to the Yakima Historic Preservation Committee of consideration as an addition to Yakima Historic Register. II. SCOPE OF SERVICES The CONSULTANT agrees to perform certain consulting, planning studies, and/or advisory services for the CITY. These tasks are outlined as follows: a. Perform analysis of historic resources and compile research and historic documentation evidencing the history of the home located at 201 South 8th Street, Yakima, Washington, locally known as the Coson House. b. Examine and identify contextual neighborhood information, vernacular style, economic significance and specific individuals involved in the history of the property. c. Prepare and submit a complete Yakima Register of Historic Places registration form for the property located at 201 South 8th Street, Yakima, Washington. d. Present the nomination application and supporting historic background to the Yakima Historic Preservation Committee. The CITY agrees to provide CONSULTANT documentation and research used in the CITY's previous application the Yakima Historic Preservation Committee for this property. III. PAYMENT a. As compensation for these services the CITY agrees to pay CONSULTANT in accord with the terms and rates set forth hemp. The CITY shall pay CONSULTANT an hourly rate of Thirty Three Dollars ($331,0d er hour for time spent working on this Contract. In addition to the hourly fee CONSULTANT shall be entitled to expenses for (jc) / Consultant Services Agreement 33 22'l SENIC Historic Review Page 1 receipted supplies and incidentals necessary to perform the contract, up to an amount not to exceed Two Hundred Fifty Dollars ($250.00). The maximum total fees and expenses payable by the CITY to the CONSULTANT under this contract shall not exceed One Thousand Two Hundred Fifty Dollars ($1,250). b. No payment shall be made for any work performed by the CONSULTANT, except for work identified and set forth in this Contract or supporting exhibits or attachments incorporated by reference into this Contract. c. The CONSULTANT may, in accord to the rates set forth herein, submit invoices to the CITY not more often than once per month during the progress of the work for partial payment of work completed to date. Invoices shall cover the time CONSULTANT performed work for the CITY during the billing period. The CITY shall pay the CONSULTANT for services rendered in the month following the actual delivery of the work and will remit payment within thirty (30) days from the date of receipt of billing. d. The CONSULTANT shall not be paid for services rendered under the Contract unless and until they have been performed to the satisfaction of the CITY. e. In the event the CONSULTANT has failed to perform any substantial obligation to be performed by the CONSULTANT under this Contract and such failure has not been cured within ten (10) days following notice from the CITY, then the CITY may, in its sole discretion, upon written notice to the CONSULTANT, withhold any and all monies due and payable to the CONSULTANT, without penalty, until such failure to perform is cured or otherwise adjudicated. "Substantial" for purposes of this Contract means faithfully fulfilling the terms of the contract with variances only for technical or minor omissions or defects. f. Unless otherwise provided for in this Contract or any exhibits or attachments hereto, the CONSULTANT will not be paid for any billings or invoices presented for payment prior to the execution of the Contract or after its termination. IV. RETAINER Retainer is waived for CITY. V. STANDARD PROVISIONS 1. TERM OF CONTRACT The term of this Contract shall begin on the date last executed below, and shall terminate upon completion of all services required hereunder by the CONSULTANT unless terminated earlier by the CITY in accordance with paragraph 6 of this Section of this Contract. It is understood and anticipated by the parties hereto that the Contract shall be completed by September 27, 2006. (jc) / Consultant Services Agreement SENIC Historic Review Page 2 2. CONTRACT REPRESENTATIVES Each party to this Contract shall have a contract representative. Each party may change its representative upon providing written notice to the other party. The parties' representatives are as follows: a. For CONSULTANT: Name of Representative: Title: Mailing Address: City, State and Zip Code: Telephone Number: Fax Number: E-mail Address: b. For CITY: Name of Representative: Bill Cook Title: Director, Department of Community and Economic Development Mailing Address: 129 North Second Street City, State and Zip Code: Yakima, WA 98901 Telephone Number: 509 575-6113 Fax Number: 509 576-6792 E-mail Address: 3. AMENDMENTS AND CHANGES IN WORK a. In the event of any errors or omissions by the CONSULTANT in the performance of any work required under this Contract, the CONSULTANT shall make any and all necessary corrections without additional compensation. All work submitted by the CONSULTANT shall be certified by the CONSULTANT and checked for errors and omissions. The CONSULTANT shall be responsible for the accuracy of the work, even if the work has been accepted by the CITY. b. No amendment, modification or renewal shall be made to this Contract unless set forth in a written Contract Amendment, signed by both parties and attached to this Contract. Work under a Contract Amendment shall not proceed until the CITY has duly executed the Contract Amendment. 4. HOLD HARMLESS AND INDEMNIFICATION a. The CONSULTANT shall hold harmless, indemnify and defend the CITY, its officers, officials, employees and agents, from and against any and all claims, actions, (jc) / Consultant Services Agreement SENIC Historic Review Page 3 suits, liability, losses, expenses, damages, and judgments of any nature whatsoever, including costs and attorneys fees in defense thereof, for injury, sickness, disability or death to persons or damage to property or business, caused by or arising out of the CONSULTANT'S acts, errors or omissions in the performance of this Contract. Claims shall include, but not be limited to, claims that information supplied by the CONSULTANT infringes any patent, copyright, trademark, trade name, or otherwise results in an unfair trade practice. PROVIDED HOWEVER, that the CONSULTANT'S obligations hereunder shall not extend to injury, sickness, death or damage caused by or arising out of the sole negligence of the CITY, its officers, officials, employees or agents. PROVIDED FURTHER, that in the event of the concurrent negligence of the parties, the CONSULTANT'S obligations hereunder shall apply only to the percentage of fault attributable to the CONSULTANT, its employees or agents. b. In any and all claims against the CITY, its officers, officials, employees and agents by any employee of the CONSULTANT, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation under this Section shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the CONSULTANT under Worker's Compensation acts, disability benefits acts, or other employee benefits acts, it being clearly agreed and understood by the parties hereto that the CONSULTANT expressly waives any immunity the CONSULTANT might have had under such laws. By executing the Contract, the CONSULTANT acknowledges that the foregoing waiver was mutually negotiated by the parties and that the provisions of this Section shall be incorporated, as relevant, into any contract the CONSULTANT makes with any CONSULTANT or agent performing work hereunder. c. The CONSULTANT'S obligations hereunder shall include, but are not limited to, investigating, adjusting and defending all claims alleging loss from action, error or omission, or breach of any common law, statutory or other delegated duty by the CONSULTANT, the CONSULTANT'S employees, or agents. 5. INSURANCE 6. TERMINATION a. The CITY may terminate this Contract in whole or in part whenever the CITY determines, in its sole discretion, that such termination is in the best interests of the CITY. The CITY may terminate this Contract upon giving thirty (30) days written notice by Certified Mail to the CONSULTANT'S Contract Representative. In that event, the CITY shall pay the CONSULTANT for all costs incurred by the CONSULTANT in performing the Contract up to the date of such notice. Payment shall be made in accordance with Section III of this Contract. b. In the event that funding for this project is withdrawn, reduced or limited in any way after the effective date of this Contract, the CITY may summarily terminate this Contract notwithstanding any other termination provision of the Contract. Termination under this paragraph shall be effective upon the date specified in the written notice of termination sent by the CITY to the CONSULTANT. After the effective date, no charges incurred under this Contract are allowable. (jc) / Consultant Services Agreement SENIC Historic Review Page 4 c. If the CONSULTANT breaches any of its obligations hereunder, and fails to cure the breach within ten (10) days of written notice to do so by the CITY, the CITY may terminate this Contract, in which case the CITY shall pay the CONSULTANT only for the costs of services accepted by the CITY, in accordance with Section III of this Contract. Upon such termination, the CITY, at its discretion, may obtain performance of the work elsewhere, and the CONSULTANT shall bear all costs and expenses incurred by the CITY in completing the work and all damage sustained by the CITY by reason of the CONSULTANT'S breach. 7. NO CONFLICT OF INTEREST CONSULTANT represents that it or its employees do not have any interest and shall not hereafter acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of this Agreement. CONSULTANT further covenants that it will not hire anyone or any entity having such a conflict of interest during the performance of this Agreement. 8. ASSIGNMENT, DELEGATION, AND SUBCONTRACTING a. The CONSULTANT shall perform the terms of the Contract using only its bona fide employees or agents, and the obligations and duties of the CONSULTANT under this Contract shall not be assigned, delegated, or subcontracted to any other person or firm without the prior express written consent of the CITY. b. The CONSULTANT warrants that it has not paid nor has it agreed to pay any company, person, partnership, or firm, other than a bona fide employee working exclusively for CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Contract. 9. NON -WAIVER OF RIGHTS The parties agree that the excuse or forgiveness of performance, or waiver of any provision(s) of this Contract does not constitute a waiver of such provision(s) or future performance, or prejudice the right of the waiving party to enforce any of the provisions of this Contract at a later time. 10. INDEPENDENT CONSULTANT a. The CONSULTANT'S services shall be furnished by the CONSULTANT as an Independent CONSULTANT and not as an agent, employee or servant of the CITY. The CONSULTANT specifically has the right to direct and control CONSULTANT'S own activities in providing the agreed services in accordance with the specifications set out in this Contract. b. The CONSULTANT acknowledges that the entire compensation for this Contract is set forth in Section III of this Contract, and the CONSULTANT is not entitled to any CITY benefits, including, but not limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, fringe benefits, or any other rights or privileges afforded to CITY OF YAKIMA employees. (jc) l Consultant Services Agreement SENIC Historic Review Page 5 c. The CONSULTANT shall have and maintain complete responsibility and control over all of its sub consultants, employees, agents, and representatives. No sub consultant, employee, agent or representative of the CONSULTANT shall be or deem to be or act or purport to act as an employee, agent or representative of the CITY. d. The CONSULTANT shall assume full responsibility for the payment of all payroll taxes, use, sales, income or other form of taxes, fees, licenses, excises, or payments required by any City, federal or state legislation which is now or may be enacted during the term of this Contract as to all persons employed by the CONSULTANT and as to all duties, activities and requirements by the CONSULTANT in performance of the work on this project and under this Contract and shall assume exclusive liability therefore, and meet all requirements thereunder pursuant to any rules or regulations. e. The CONSULTANT agrees to immediately remove any of its employees or agents from assignment to perform services under this Contract upon receipt of a written request to do so from the CITY'S Contract Representative or designee. 11. COMPLIANCE WITH LAWS The CONSULTANT shall comply with all applicable federal, state and local laws, rules and regulations in performing this Contract. 12. INSPECTION OF BOOKS AND RECORDS The CITY may, at reasonable times, inspect the books and records of the CONSULTANT relating to the performance of this Contract. The CONSULTANT shall keep all records required by this Contract for six (6) years after termination of this Contract for audit purposes. 13. NONDISCRIMINATION The CONSULTANT, its assignees, delegatees or sub consultants shall not discriminate against any person in the performance of any of its obligations hereunder on the basis of race, color, creed, ethnicity, religion, national origin, age, sex, marital status, veteran status, sexual orientation or the presence of any disability. Implementation of this provision shall be consistent with RCW 49.60.400. 14. OWNERSHIP OF MATERIALS/WORK PRODUCED a. Material produced in the performance of the work under this Contract shall be as works for hire as defined by the U.S Copyright Act of 1976 and shall be owned by the CITY. This material includes, but is not limited to, books, computer programs, plans, specifications, documents, films, pamphlets, reports, sound reproductions, studies, surveys, tapes, and/or training materials. Ownership includes the right to copyright, patent, register, and the ability to transfer these rights. The CITY agrees that if it uses any materials prepared by the CONSULTANT for purposes other than those intended by this Contract, it does so at its sole risk and it agrees to hold the CONSULTANT harmless therefore to the extent such use is agreed to in writing by the CONSULTANT. (jc) / Consultant Services Agreement SENIC Historic Review Page 6 b. An electronic copy of all or a portion of material produced shall be submitted to the CITY upon request or at the end of the job using the word processing program and version specified by the CITY. 15. DISPUTES Differences between the CONSULTANT and the CITY, arising under and by virtue of this Contract, shall be brought to the attention of the CITY at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. Any dispute relating to the quality or acceptability of performance and/or compensation due the CONSULTANT shall be decided by the CITY'S Contract Representative or designee. All rulings, orders, instructions and decisions of the CITY'S Contract Representative shall be final and conclusive, subject to the CONSULTANT'S right to seek judicial relief pursuant to paragraph 15 of this Section. 16. CHOICE OF LAW, JURISDICTION AND VENUE a. This Contract has been and shall be construed as having been made and delivered within the State of Washington, and it is agreed by each party hereto that this Contract shall be governed by the laws of the State of Washington, both as to its interpretation and performance. b. Any action at law, suit in equity, or judicial proceeding arising out of this Contract shall be instituted and maintained only in any of the courts of competent jurisdiction in the CITY OF YAKIMA, Washington. 17. SEVERABILITY a. If a court of competent jurisdiction holds any part, term or provision of this Contract to be illegal, or invalid in whole or in part, the validity of the remaining provisions shall not be affected, and the parties' rights and obligations shall be construed and enforced as if the Contract did not contain the particular provision held to be invalid. b. If any provision of this Contract is in direct conflict with any statutory provision of the State of Washington, that provision which may conflict shall be deemed inoperative and null and void insofar as it may conflict, and shall be deemed modified to conform to such statutory provision. c. Should the CITY determine that the severed portions substantially alter this Contract so that the original intent and purpose of the Contract no longer exists, the CITY may, in its sole discretion, terminate this Contract. 18. NOTICES Any notices shall be effective if personally served upon the other party or if mailed by registered or certified mail, return receipt requested, to the addresses set out in paragraph 2 of this Section. Notice may also be given by facsimile with the original to follow by regular mail. Notice shall be deemed to have been given three days following the date of mailing or immediately if personally served. For service by facsimile, service shall be effective upon receipt during working hours. If a facsimile is sent after working hours, it shall be effective at the beginning of the next working day. (jc) / Consultant Services Agreement SENIC Historic Review Page 7 19. ENTIRE AGREEMENT The parties agree that this Contract is the complete expression of its terms and conditions. Any oral or written representations or understandings not incorporated in this Contract are specifically excluded. V. AUTHORIZED SIGNATORS Southeast Neighborhood Improvement Committee (a non-profit Washington Corporation) By: Title: Date: .22 -- City of Yakima By: R. A. Zais,Jr.,'6y Manager Date: g--/s--O O 6 Cm CONTRAC r NO: 4 q RESOLUTION NO: 'aa__ (jc) l Consultant Services Agreement SENIC Historic Review Page 8 STATE of `WUASHINGTON Corporations Division • 801 FILED SECRETARY OF STATE SAM REED AUGUST 17, 2006 STATE OF WASHINGTON 1699 7-23C/Ort I.p /157 — 54/3 SECRETARY of STATE Rt a 9. 44 br pito! Way South • PO Box 40234 • Olympia, WA 98504-0234 • 360/753-7115 • Fax 360/664-0055 o 3. C 2w8 eg APPLICATION FOR REINSTATEMENT OF A DOMESTIC (WASHINGTON) NONPROFIT CORPORATION RCW 24.03 Pursuant to RCW 24.03 of the Washington Nonprofit Corporation Act, the undersigned corporation applies for reinstatement and states the following: 1) The corporate name on the date of administrative dissolution was: SOUTH EAST NEIGHBORHOOD IMPROVEMENT COMMITTEE 2) The date of administrative dissolution was: April 3, 2006 3) The name of the c rporation's registered agent who resides in the State of i Washington is: f 4/ S�ozY 4) The corporation's registered office address (which must be identical to that of the Registered Agent's) in Washington is: 3(77 (J#/04/ ST y/,ft/04 44 Mey 5) The Post Office Box, if any, to be used in conjunction with, and located in the same city as, the Registered Office address above is: 6) If the corporation has changed its name, you must file Articles of Amendment. Please call (360) 753-7115, pressl, to request the necessary forms. 7) The following explanation demonstrates that the grounds for administrative dissolution either did not exist or have been eliminated. (Check one or more of the following statements): 1:22, The annual report (list of officers/directors) has been completed and is hereby submitted for filing. ❑ NSF/Account closed fees are hereby tendered. The registered agent and registered office address in Washington has been designated herein. ❑ Other: ?zd'nature of Officer tb& SC#i - Type or Print Name and Title r Al ! r i 7006 s /5-* '200k Date NRI SECRETARYof sTTAE TE of `WASHINGTON 1; i,�! } SECREEART Of ,STATE SAM REED , Corporations Div/sion • 801 Capitol Way South • PO Box 40234 • Olympia, WA 88504-0234 • 360/753-7115 • Fax 360/664-0055 AUGUST 17, 2006 STATE OF Vtl O{!{JFIT CORPORATION REINSTATEMENT REPORT FILING FEE !.:: $55 —RENEWA'C PERIOD 10101/2005-09130!2007 BACK FEES DUE . PENALTIES DUE REINSTATEMENT FEES DUE 20.00 5.00 • 30.00 TOTAL AMOUNT NOW DUE TO REINSTATE 55.00 SOUTH EAST NEIGHBORHOOD IMPROVEMENT COMMITTEE MAUD SCOTT 712 E SPRUCE ST_ YAKIMA WA 98901 Unified Business ID # Corporation Account # State of Incorporation Inc./ Qual. Date : 601 048 487 :WA 9/18/1987 IF REGISTERED AGENT OR ADDRESS HAS CHANGED, COMPLETE THIS SECTION - These actions have been authorized by the Board of Directors. New -Registered Agent's Name d c� (Please ype or Print) New Registered , / L pi Office Address 3a 7 L[/l /pit Sf : City ya1�C//%Ja WA 9dD[ 0/ Effective Date (Street Address) (zip code) Please Note: A Post Otfica Box may only be used in conjunction with a physical street address. New Agent's Consent to Appointment (Signature of newly appointed Agent) ANNUAL p UAL REPORT SECTION - FILL I COMPLHTEt Y • JeE 0 .. T BLACK a4- 9Y9O/ Address of Principal lace of business in WA 3Q (,1�[OH r (Include Street, City, State & ZI Code) Telephone Number of Corporation (51)9) 457— /NV QY df/Q-/e38 Bey describe the affairs the corporation is conducting in the state of Washington Do above differ from those recorded with the Office of the Secretary of State 7 Yes 0 No 7if If you indicated yes' explain the nature and reason for the change the a airs listed v (Corporation may be required to filo an amendment to hs Articles of Incorporation if changes are extensive) List NAMES AND A'DaDRESjS(E f corporate tee officers and directors. j�tta h additional list, if need President v` "' 30ArelNemo �! (/,fi r/%?1'� .1_ Y9194 ty tate Ip Vice -Pres Secretary Treasurer Chair Bd. Directors (Typo or Print Name and 1: (Date) Document must be signed by an officer listed above. Make checks payable to the Secretary of State and return to address shown above. wm Date: 08/03/06 2:01 PM NRI BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. For Meeting Of August 15, 2006 ITEM TITLE: Contract for services with the Southeast Neighborhood Improvement Committee (SENIC) SUBMITTED BY: William Cook, Director of Community & Economic Development CONTACT PERSON/TELEPHONE: Bill Cobabe, ONDS Manager 575-6101 SUMMARY EXPLANATION: The Office of Neighborhood Development Services owns a house at 201 S. Eighth St, Yakima. The house was submitted to the Historic Preservation Commission for their determination of eligibility for inclusion in the local registry of historic buildings. The Commission determined that it did not meet the criteria for eligibility. This decision was appealed by representatives of SENIC. This local neighborhood group offered, for a fee, to provide additional information they would develop that SENIC feels would give the Commission reason to reconsider their decision. On August 9, 2006 the ONDS Council Committee approved this request for a contract for consideration by the full City Council. The attached resolution would authorize the City Manager to enter into a contract for services with SENIC, to conduct research and write and present to the Commission a report on the history of the building and surrounding neighborhood. The contract is for an amount not to exceed $1,250, and the report is to be presented at the September 27, 2006 meeting of the Commission. Resolution X Ordinance Other (Specify) Contract X Mail to (name and address): Phone: Funding Source ONDS Non-federal funds APPROVED FOR SUBMITTAL: '`�.`� `� k City Manager STAFF RECOMMENDATION: COMMITTEE RECOMMENDATION: The Council Neighborhood Development Committee recommends consideration by the full Council. COUNCIL ACTION: Resolution adopted. RESOLUTION NO. R-2006-117