HomeMy WebLinkAboutR-2005-039 Artifacts Consulting, Inc. Agreement (re: Historic Preservation Commission)A RESOLUTION
RESOLUTION NO. R 2005- 39
authorizing and directing the City Manager of the City of Yakima to execute a
consultant agreement between the City of Yakima and Artifacts Consulting,
Inc., for professional services related to the creation of the Yakima Historic
Preservation Commission and a Yakima Register of Historic Places.
WHEREAS, pursuant to City of Yakima Resolution No. R-2004-65, the City entered into a
Consultant Agreement with Artifacts Consulting, Inc., on May 1, 2004 (City of Yakima Contract
No. 2004-59); and
WHEREAS, under City Contract No. 2004-59, Artifacts Consulting, Inc., provided the City with
cultural resource management and historic preservation services, including assistance with the
development of a historic preservation ordinance; and
WHEREAS, on January 18, 2005, the City Council passed City of Yakima Ordinance
No. 2005-02, which authorized the creation of the Yakima Historic Preservation Commission and a
Yakima Register of Historic Places; and
WHEREAS, the City desires additional consulting services to assist with the establishment of
the Commission, the training of its members, the development of Commission procedures and
policies, the completion of a downtown area survey, and the marketing of historic preservation
incentives; and
WHEREAS, the Consultant is willing to provide these services in accordance with the terms
and conditions of the attached agreement; and
WHEREAS, the City Council deems it to be in the best interest of the City of Yakima to
authorize execution of an agreement between the City of Yakima and Artifacts Consulting, Inc., for
said services, now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is hereby authorized and directed to execute an agreement in a form
substantially similar to the attached "Consultant Agreement" between the City of Yakima and
Artifacts Consulting, Inc., for professional services related to the creation of the Yakima Historic
Preservation Commission and a Yakima Register of Historic Places. The final form of the agreement
shall be subject to the approval of the City Attorney.
ADOPTED BY THE CITY COUNCIL this 15th day of gary, 2005.
laj
ATTEST: Paul P. George, ayor
tee -64...,
City Clerk
CONSULTANT AGREEMENT
THIS CONSULTANT AGREEMENT (hereinafter "Agreement") is made and entered into by
and between the City of Yakima, a Washington municipal corporation (hereinafter the "City"),
and Artifacts Consulting, Inc., a Washington corporation (hereinafter "Consultant").
WHEREAS, pursuant to City of Yakima Resolution No. R-2004-65, the City entered into a
Consultant Agreement with Consultant on May 1, 2004 (City of Yakima Contract No. 2004-59).
WHEREAS, under City Contract No. 2004-59, Consultant provided the City with cultural
resource management and historic preservation services, including assistance with the
development of a historic preservation ordinance.
WHEREAS, on January 18, 2005, the City Council passed City of Yakima Ordinance No.
2005-02, which authorized the creation of the Yakima Historic Preservation Commission and a
Yakima Register of Historic Places.
WHEREAS, the City desires additional consulting services to assist with the
establishment of the Commission, the training of its members, the development of Commission
procedures and policies, the completion of a downtown area survey, and the marketing of
historic preservation incentives;
WHEREAS, the Consultant is willing to provide these services in accordance with the
terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements
set forth herein, it is agreed by and between the City and Consultant as follows:
1. Scope of Services. The Consultant shall provide the following services to the City:
a. Assist with the establishment and setup of the Yakima Historic Preservation
Commission that is authorized by YMC 11.62.040.
b. Train members of the Commission.
c. Assist with the development of Commission procedures and policies.
d. Prepare and package four (4) nominations for placement on the Yakima Register
of Historic Places and present those nominations to the Commission for its
consideration and recommendation.
e. Complete a downtown area inventory survey and facilitate a forum with property
owners regarding the opportunities and benefits of historic preservation.
A general description of these tasks and a timeline for completion of same is attached as
Exhibit "A" and incorporated herein by this reference.
2. Term. The term of this .Agreement shall commence upon execution hereof and shall
terminate at midnight of December 31, 2005, unless terminated sooner by either party in
accordance with Section 18. The Consultant shall proceed in a timely and diligent manner to
provide all services required hereunder.
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3. Consideration. The City shall pay the Consultant for services rendered hereunder at the
rate of One Hundred Dollars ($100.00) per hour. The total compensation paid to Consultant for
all services provided under this Agreement shall not exceed Twenty Six Thousand Five Hundred
Dollars ($26,500.00). The Consultant shall submit monthly invoices to the City. Upon receiptof
said monthly invoice, the City shall make payment to the Consultant within thirty (30) calendar
days; provided, however, that all payments are expressly conditioned upon Consultant's
providing services that are satisfactory to the City. The Consultant shall maintain adequate files
and records to substantiate all amounts itemized on the monthly invoices. In the event that
either party exercises its right to terminate this Agreement in accordance with Section 18, the
Consultant shall be compensated in accordance with the above terms for all satisfactory
services provided to the City up to the effective termination date of the Agreement.
4. Title to Property Supplied and Works. All finished or unfinished documents and material
prepared by the Consultant pursuant to this Agreement shall, at the option of the City, be the
property of the City and shall be forwarded to the City upon its request.
No material produced in whole or in part under this Agreement shall be subject to copyright in
the United States or in any other country. The City shall have unrestricted authority to publish,
disclose, distribute, and otherwise use, in whole or in part, any reports, data, or other materials
prepared under this Agreement.
5. Status of Consultant . The Consultant and the City understand and expressly agree that
the Consultant is an independent contractor in the performance of each and every part of this
Agreement. No officer, employee, volunteer, and/or agent of Consultant shall act on behalf of
or represent him or herself as an agent or representative of the City. Consultant, as an
independent contractor, assumes the entire responsibility for carrying out and accomplishing
the services required under this Agreement. The Consultant expressly represents, warrants and
agrees that its status as an independent contractor in the performance of the work and services
required under this Agreement is consistent with and meets the six -part independent contractor
test set forth in RCW 51.08.195. Consultant and its officers, employees, volunteers, agents
and/or subcontractors shall make no claim of City employment nor shall claim against the City
any related employment benefits, social . security, and/or retirement benefits. Nothing
contained herein shall be interpreted as creating a relationship of servant, employee,
partnership or agency between Consultant and the City.
6. Inspection and Audit. Consultant shall maintain books, accounts, records, documents
and other evidence pertaining to the costs and expenses allowable and consideration paid
under this Agreement in accordance with generally accepted accounting practices. All such
books of account and records required to be maintained by this Agreement shall be subject to
inspection and audit by representatives of the City and/or of the Washington State Auditor at all
reasonable times, and Consultant shall afford the proper facilities for such inspection and audit.
Such books of account and records may be copied by representatives of the City and/or of the
Washington State Auditor where necessary to conduct or document an audit. Consultant shall
preserve and make available all such books of account and records for a period of three (3)
years after final payment under this Agreement.
7. Taxes and Assessments. Consultant shall be solely responsible for compensating its
employees, agents, and/or subcontractors and for paying all related taxes, deductions, and
assessments, including but not limited to federal income tax, FICA, social security tax,
assessments forunemployment and industrial injury, and other deductions from income which
may be required by law or assessed against either party as a result of this Agreement. In the
event the City is assessed a tax or assessment as a result of this Agreement, Consultant shall
pay the same before it becomes due.
8. Nondiscrimination Provision. During the performance of this Agreement, Consultant
shall not discriminate on the basis of race, age, color, sex, religion, national origin, creed,
marital status, political affiliation, or the presence of any sensory, mental or physical handicap.
This provision shall include but not be limited to the following: employment, upgrading,
demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of
compensation, selection for training, and the provision of services under this Agreement.
9. The Americans with Disabilities Act. Consultant shall comply with the Americans with
Disabilities Act of 1990, 42 U.S.C. § 12101 et seq. (ADA), and its implementing regulations, and
Washington State's anti -discrimination law as contained in RCW Chapter 49.60 and its
implementing regulations, with regard to the activities and services provided pursuant to this
Agreement. The ADA provides comprehensive civil rights to individuals with disabilities in the
area of employment, public accommodations, public transportation, state and local government
services, and telecommunications.
10. Compliance with Law. Consultant agrees to perform those services under and pursuant
to this Agreement in full compliance with any and all applicable laws, rules, and regulations
adopted or promulgated by any governmental agency or regulatory body, whether federal, state,
local, or otherwise.
11. No Conflict of Interest. Consultant covenants that neither it nor its employees 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.
12. No Insurance. It is understood the City does not maintain liability insurance for
Consultant and its officers, directors, employees and agents.
13. Indemnification.
a. Consultant agrees to hold harmless, indemnify, and defend the City, its elected
officials, officers, employees, and agents from and against any and all suits, actions, claims,
liability, damages, judgments, costs and expenses (including reasonable attorney's fees) which
result from or arise out of the negligence of Consultant, its officers, agents, employees or
subcontractors in connection with or incidental to the performance or non-performance of this
Agreement.
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b. In the event that both Consultant and the City are negligent, each party shall be
liable for its contributory share of negligence for any resulting suits, actions, claims, liability,
damages, judgments, costs and expenses (including reasonable attorney's fees).
c. The foregoing indemnity is specifically and expressly intended to constitute a
waiver of Consultant's immunity under Washington's Industrial Insurance Act, RCW Title 51, as
respects the other party only, and only to the extent necessary to provide the indemnified party
with a full and complete indemnity of claims made by the Consultant's employees. The parties
acknowledge that these provisions were specifically negotiated and agreed upon by them.
d. Nothing contained in this Section or this Agreement shall be construed to create
a liability or a right of indemnification in any third party.
e. This Section of the Agreement shall survive the term or expiration of this
Agreement and shall be binding on the parties to this Agreement.
14. General Liability Insurance. On or before the date this Agreement is fully executed by
the parties, the Consultant shall provide the City with a certificate of insurance as proof of
general liability insurance with a minimum liability limit of One Million Dollars ($1,000,000.00)
per occurrence/aggregate limit bodily injury and property damage. The certificate shall clearly
state who the provider is, the amount of coverage, the policy number, and when the policy and
provisions provided are in effect. Said policy shall be in effect for the duration of this
Agreement. The policy shall name the City, its elected officials, officers, agents, and employees
as additional insureds and shall contain a clause that the insurer will not cancel or reduce in
limits the insurance without first giving the City thirty (30) calendar days' prior written notice.
The insurance shall be with an insurance company rated A -VII or higher in Best's Guide and
admitted in the State of Washington.
15. Delegation of Professional Services. The services provided for herein shall be
performed by Consultant, and no person other than regular associates or employees of
Consultant shall be engaged upon such work or services except upon written approval of the
City.
16. Assignment. This Agreement, or any interest herein or claim hereunder, shall not be
assigned or transferred in whole or in part by Consultant to any other person or entity without
the prior written consent of the City. In the event that such prior written consent to an
assignment is granted, then the assignee shall assume all duties, obligations, and liabilities of
Consultant stated herein.
17. Waiver of Breach. A waiver by either party hereto of a breach by the other party hereto
of any covenant or condition of this Agreement shall not impair the right of the party not in
default to avail itself of any subsequent breach thereof. Leniency, delay or failure of either party
to insist upon strict performance of any agreement, covenant or condition of this Agreement, or
to exercise any right herein given in any one or more instances, shall not be construed as a
waiver or relinquishment of any such agreement, covenant, condition or right.
18. Termination. Either party may terminate this Agreement at any time, with or without
cause, by providing the other party with written notice of termination fifteen (15) calendar days
prior to the termination date.
19. Severability.
a. If a court of competent. jurisdiction holds any part, term or provision of this
Agreement 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 Agreement did not contain the particular provision held to be invalid.
b. If any provision of this Agreement 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
Agreement so that the original intent and purpose of the Agreement no longer exists, the City
may, in its sole discretion, terminate this Agreement.
20. Notices. Unless stated otherwise herein, all notices and demands shall be in writing and
sent or hand delivered to the parties to their addresses as follows:
TO CITY:
Bill Cook, Director
Dept. of Community & Economic Development
City Hall
129 North Second Street
Yakima, WA 98901
TO CONSULTANT: Michael Sean Sullivan
Artifacts Consulting, Inc.
201 North Yakima Avenue
Tacoma, WA 98402
or to such other addresses as the parties may hereafter designate in writing. Notices and/or
demands shall be sent by registered or certified mail, postage prepaid, or hand delivered. Such
notices shall be deemed effective when mailed or hand delivered at the addresses specified
above.
21. Third Parties. The City and the Consultant are the only parties to this Agreement and
are the only parties entitled to enforce its terms. Nothing in this Agreement gives, is intended to
give, or shall be construed to give or provide any right or benefit, whether directly or indirectly or
otherwise, to third persons.
22. Binding Effect. The provisions, covenants, and conditions in this Agreement apply to
bind the parties, their legal heirs, representatives, successors, and assigns.
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23. Remedies Cumulative. Rights under this Agreement are cumulative; the failure to
exercise on any occasion any right shall not operate to forfeit such right on another occasion.
The use of one remedy shall not be taken to exclude or waive the right to use another.
24. Drafting of Agreement. Both the City and the Consultant have participated in the
drafting of this Agreement. As such, it is agreed by the parties that the general contract rule of
law that ambiguities within a contract shall be construed against the drafter of a contract shall
have no application to any legal proceeding, arbitration and/or action in which this Agreement
and its terms and conditions are being interpreted and/or enforced.
25. Integration and Supersession. This Agreement sets forth all of the terms, conditions,
and agreements of the parties relative t� the subject matter hereof and supersedes any and all
such former agreements, which are hereby declared terminated and of no further force and
effect upon the execution and delivery hereof. There are no terms, conditions, or agreements
with respect thereto except as herein provided, and no amendment or modification of this
Agreement shall be effective unless reduced to writing and executed by the parties.
26. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the State of Washington.
27. Venue. The venue for any action to enforce or interpret this Agreement shall lie in the
Superior Court of Washington for Yakima County, Washington.
28. Counterparts. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which shall constitute one and the same
Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement by having their authorized
representatives affix their signatures below.
CITY OF YAKIMA
ARTIFACT? C( NSU�ING, INC.
By: � _J By:
R. A. Zais, Jr., City Manager
Date: .2 - 0
ATTEST:
is a- IFe.1 Sullivan, Principal
Date:
nom.
City Clerk Ip1G
City Contract No. A•906-- a
City Resolution No. ie -,2-005--- 39
6
Part I1 Proposal Schedule
Exhibit A
Total Project Hours:
Total Project Cost:
265,
$26,500.00,
2005 -
1 Total Hours
Total Amount (slued
� sioonvi
January
February
Marcn
April
May
lune
July
August
CLG/Ordinance
Tasks.•'. Tasks:
Assist with 15 Orientation of 10
Appointment & Commissioners , •Landmarks
Bnefng, ' * ,
Commissioners
CAMP CLG ' 5 Prepare CLG • 10
Consultation , •Certification' ' • •
Request' .
Deliverablesr
Loca1 ^ •'
Noml/tation5-
CLG '
• Cer ification
Request
Goals: '-
Ordinance Adoption
: 'Feb -25 ",
Hours: 20 ,' •Hours: 20
Tasks: 'Tasks:
Assist with 1st 10
-
Commission mea, -
Prepare CLG �' - 15
Certification
Request
"
Goals:"
First Landmarks
Meeting Mar -23
-
Hours: 25':
1 .. -
Assistance with 5
01eeting & Bnefng .,
of Commissioners & -
Cityr Staff
-
-
i'
lj.
Goals•-..
Second Landmarks
Meeting
' ' Hours: 5
Tasks:
Briefing of ^ 5
Commissioners . ^
-
^
Prepare Model „"" 5
Residential and
Commercial • .
Nationaly Register
Listed Properties for,
Local,Listin9 ',
Nomination
' -
Hours: "10
Tasks' -w - 4
Assist with 15
Landmarks
Commission Meeting ,
':'.
Prepare & Submit 10
Model Residential .
and Commerclai
Natlorialy Register
Listed Properties for ,
Local Listing Ii'
Nomination
,
Goals: '• -
Begin Loda/.
Registery May -25
`
Hours: 15
Tasks: -
Follow-up Meetings 5
�'
Goals:
Effective Date of
Cerbfrcabon
Agreement
' Hours: 5
Tasks:
Facilitate & Conduct 5 .
Property Owner ',l,•,
Meeting to Local 5k,
Register Benefits
Develop inventory 20
of Landmark/ 't
Rehabilitation '
Incentive Eligible • -
properties in
'"'
Downtown Yakima'
Deliverables:
List ofE/igib/e ''
Properties
Goals:;
Property Owner
' Meeting
- Hours: 25
125
$12,500.00
Documentation/
Landmarking Fairgrounds
Tasks: Tasks:
Research, 5 Research 10
Site Visit '' • 8 Site Visit "5
Survey. ' Black &'White .
Digital Photography
Photography
Black & White
Photography,
Color Slides
. .. .. _
Hours: 13 .Hours: 15
jTasks:, ' , '
Research '10
, . '
, '
. Hours: 10
Tasks:
Writing/Ed111119 20
Site Visit .2
Fo//ow-up •
,
'•, Hours, 22
Tasks: :,
Writing/Editing 10
Layout/Production 10
Deliverables:'
Daft Report for
Hours: 20'
Tasks:
Review Period'
-
:Hours:
Tasks: -
Report Revisions 5:
Pontin/Final Copy 10
s
Deliverables:
F'na/ Report
„ Hours,:,"15
ITasks:
Reformat & 5ubmitt -5�,
for Yakima Register
Nomination
Deliverables:
Local
Nomination
Goals:
'Yakima Register
, Listing
Hours: 5
100
$10,000.00
Project Development
Tasks: _ Tasks:" i
Meetings with 2 Meetings with ' 2',
Owners/Process Owners/Process
Consultation - Consultation
-
-
'
Hours: 2 Hours: 2
Tasks:
Meetings with " 2.
Owners/Process i,,`
Consultation .
Hours: 2
Tasks: ' _
Meetings with 2 ,
Owners/Process
Consultation ,,,
Site Visits ' ' 2
-
•
-
Hours: 4;
Tasks: ,
Meetings with ' 3
Owners/Process.
Consultation
Site Visits '2.
'
' Hours: 54
Tasks
Meetings"with .. 3 '
Owners/Process •
Consultation •
Design Review 8 '
Application.
Preparation
-
Hours: 11
Tasks:
Meetings,with 4
Owners/Process .
Consultation
Design Review . 2
Application . .
Preparation
Deliverables''
Design Review
Application
,
Hours: 61
Tasks:•
Meetings with ^ 6
Owners/Process
Consultation
Representation at 2
Landmarks Meeting '
Goals:
Landmarks Meeting
Aug -20
Hours.' 8
40
$4,000.00
Monthly
Hours
Subtotal:
Subtotal Hours. 35 Subtotal Hours: 37
Subtotal Hours: 37
Subtotal Hours: 31
Subtotal Hours: 35
Subtotal Hours' 26
Subtotal Hours' 26
Subtotal Hours: 38
$26,500.00
Monthly
Billing Total:
$3,500.00 $3,700.00
$3,700.00
$3,100.00
$3,50000
92,600.00
$2,600.00
$3,800.00
Exhibit A
Total Project Hours:
Total Project Cost:
265,
$26,500.00,
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No.
For Meeting Of: February 15, 2005
ITEM TITLE: Consideration of a Resolution authorizing and directing the City Manager of
the City of Yakima to execute a consultant agreement between the City of Yakima
and Artifacts Consulting, Inc., for professional services related to the creation of
the Yakima Historic Preservation Commission and a Yakima Register of Historic
Places.
SUBMITTED BY: William Cook, Director, Community & Economic Development
CONTACT: William Cook, 575-6227
SUMMARY EXPLANATION:
The City of Yakima has had Artifacts Consulting under contract (Contract #2004-59) for the past
9 months to assist with the development of historic preservation incentives for our community.
Under this contract Artifacts has 1) consulted with several private property owners about their
buildings; 2) researched options and prepared the draft of ordinance number 2005-02 which
authorized the creation of the Yakima Historic Preservation Commission and a Yakima Register
of historic places; 3) met with the Council's Economic Development Committee on multiple
occasions; 4) surveyed nomination quality properties in our Central Business District and 5) met
with local media to explain the economic impact of historic preservation. Contract number
2004-59 for $25,000 is now complete and we are proposing a second contract with Artifacts to
assist with the establishment of the local Landmark Commission, the training of its members, the
development of the local Landmark Commission procedures and policies, the completion of a
downtown area survey, and the marketing of historic preservation incentives.
The estimated total hours to complete the second contract work would be 250, with a total
contract cost not to exceed $26,500. (See attached proposed schedule and summary of assigned
tasks.)
In summary, I recommend this "next step" contract to assure that we have a working system in
place to process applications for our new historic preservation incentives program. We are
actively building a ground swell of interest in buying and restoring historically significant .
properties. To assure that we maximize the benefit of this new momentum, we must have a
working system in place and tested.
Resolution X Ordinance _ Contract _ Other: Consultant Agreement
Funding Source Economic Development (Fund 123)
Approval for Submittal:
CitvManaaer
STAFF RECOMMENDATION: Authorize the City Manger to execute a contract with
Artifacts Consulting, Inc.
BOARD RECOMMENDATION: Council Economic Development Committee met January
31, 2005 and recommends approval.
Resolution adopted. RESOLUTION NO. R-2005-39
COUNCIL ACTION: