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Res 1056 - Agmt Henderson Young COUNCIL BILL NO. 1304 RESOLUTION NO. 1056 A RESOLUTION AUTHORIZING A CONSULTING AGREEMENT FOR PROFESSIONAL SERVICES WITH HENDERSON, YOUNG & COMPANY, INC. WHEREAS, ORS 223.297 through 223.314 requires local governments to provide a uniform framework for the imposition of system development charges; and WHEREAS, the City of Woodburn desires to be in compliance with said statutory requirements by July 1, 1991; and WHEREAS, the consulting firm of Henderson, Young & Company, Inc. has demonstrated the capability and capacity to perform such services within the City's requirements; NOW, THEREFORE, THE CITY OF WOODBURN RESOLVES AS FOLLOWS: Section 1. That the Mayor and Deputy Recorder are authorized to execute a professional services agreement with Henderson, Young & Company, Inc., a copy of which is attached for refere~ /l /J ~ Approved as to form:?! .. 1:j?i;;;~ City Attorney Da e APPROVED: :; M-i- Vi ~ FRED W. KYSER, YOR Passed by the Council May 28, 1991 Submitted to the Mayor May 29, 1991 Filed in the Office of the Recorder ATTEST: 11~ --r::~ Mary Ten t, Deputy Recorder City of Woodburn, Oregon May 29, 1991 May 29, 1991 Approved by the Mayor Page 1 - COUNCIL BILL NO. 1304 RESOLUTION NO. 1056 CONSULTING AGREEMENT THIS AGREEMENT, made and entered into this 29th day of May , 1991, by and between the CITY OF WOODBURN, OREGON (hereinafter referred to as ''the City") and HENDERSON, YOUNG & COMPANY, INC., a Louisiana Corporation (hereinafter referred to as ''the Consultant"). WHEREAS, pursuant to the terms and conditions of this Agreement, the City desires to engage the Consultant, and the Consultant desires to be engaged by the City, to render certain technical and professional services described hereinafter. NOW, THEREFORE, in consideration of the mutual promises and agreements set forth herein, it is agreed by and between the City and the Consultant as follows: 1. Services to be Rendered. The Consultant hereby agrees to render and perform for the City the technical and professional services described as Phase I in Attachment A, "Proposal: System Development Charges," dated May 3, 1991, a copy of which is attached hereto and incorporated herein by reference. 2. Consideration to be Paid. The City hereby agrees to pay the Consultant a sum not to exceed Nineteen Thousand Dollars ($19,000.00) as consideration for the performance of the services that the Consultant is required to perform under Attachment A. During the term of this Agreement, such total sum will be paid in monthly installments as follows: the Consultant will provide the City at the end of each month during which the Consultant performs services hereunder with an invoice setting forth the amount of the installment due for such month; the City shall pay the Consultant the amount set forth in such invoice no later than thirty (30) days after the date of such invoice. 3. Modification of Services to be Rendered. The parties hereby agree that the City may request that the Consultant change, add to, or delete the services the Consultant is required to perform hereunder, provided that any such change, addition to or deletion of said services shall be evidenced in writing, which writing shall be first approved and signed by a duly authorized representative of the City and of the Consultant and shall set forth any additional modifications in the terms of this Agreement (including, but not limited to, the compensation to be paid to the Consultant hereunder) resulting from any such change, addition or deletion as may be mutually agreed to by the City and the Consultant. Page 1 - CONSULTING AGREEMENT ,......._._.._.--~-"...._----' 4. Consultant's Performance of Services. The standard of care applicable to the Consultant's services will be the degree of skill and diligence normally employed by professional consultants performing the same or similar services. The Consultant shall supervise and secure at its sole expense, all employees, agents, contractors, and other personnel required to perform said services. . 5. Duties of City. All information, data and reports which the Consultant deems reasonable necessary for the performance of the services it is required to provide hereunder shall be furnished to the Consultant without charge by the City. The City shall also cooperate with the Consultant in every way possible as requested by the Consultant to aid it in the performance of the services to be rendered hereunder. 6. Terms and Commencement. The services that the Consultant is required to perform hereunder shall commence as soon as practicable after the execution of this Agreement by both parties. The Consultant shall perform said services in an expeditious manner and in such sequence as the Consultant may determine. In any event, the Consultant shall complete the performance of the services required to be rendered by it hereunder not later than July 1, 1991, unless additional time is reasonably required to perform said services if they have been modified as provided for herein or if any delay in the performance of said services is caused by any occurrence which is beyond the reasonable control of the Consultant. 7. Termination of Aareement. Either party to this Agreement may terminate this Agreement by giving the other party written notice of such termination, which written notice shall specify an effective date of such termination which shall be at least thirty (30) days after the receipt of such notice by the other party, unless a shorter period of time is mutually agreed to by the parties. In the event of such termination, each party shall perform its obligations under this Agreement up to such effective date, and as of said effective date the parties shall be discharged of any further obligation under this Agreement and this Agreement shall become null and void. In the event of any such termination, all finished or unfinished documents, data, studies, surveys, drawings, maps, models, photographs, reports or other material prepared by the Consultant for the City under this Agreement shall become the joint property of the City and the Consultant, and both parties, without the consent of the other, shall be entitled to receive and retain copies of, and have access to, all such materials to the extent practicable. Page 2 - CONSULTING AGREEMENT 8. Confidentiality of Reports. Unless otherwise required by law, any reports, data or other similar information given to or prepared or assembled by the Consultant under this Agreement which the City requests to be kept as confidential shall not be made available to any individual or organization by the Consultant without prior written approval of the City. 9. Ownership and Use of Studies. City agrees that any study produced by the Consultant pursuant to this agreement is not a work for hire for purposes of the Federal Copyright Act. The Consultant assigns to the City the right to duplicate and distribute all such studies for all government purposes, but such right does not extend to the duplication of any such study by any party for private financial gain. The Consultant expressly reserves the right to bring action for copyright infringement against anyone who appropriates any such study or any of the contents therein for personal gain. The City agrees that all copies of such studies distributed will contain the Consultant's copyright notice. 10. Consultant is an Independent Contractor. The parties hereby agree that the Consultant is an independent contractor, and not an employee of the City, and that nothing contained in the Agreement shall constitute or designate the Consultant or any of its employees, agents or contractors as employees of the City. 11. Compliance with Local Laws. The Consultant shall comply with all applicable laws, ordinances, and codes of state and local governments. 12. Assianment. The rights and duties of the parties hereunder are personal and shall not be assignable by either party without the express written consent of the other party. 13. Entire Aareement. This Agreement constitutes the entire understanding of the parties with respect to the subject matter thereto, superseding all negotiations, prior discussions and preliminary agreements made prior to this date. All modifications of this Agreement shall be in writing and shall be signed by an authorized representative of each party. 14. Governina Law. This Agreement shall be construed and the legal relation between the parties determined in accordance with the laws of the State of Oregon. 15. Attornev Fees. Should either party be required to seek the services of an attorney to enforce its rights under this agreement, the prevailing party in such action shall be entitled to recover reasonable attorney fees, legal costs, and other collections fees and costs incurred by that party in connection with the suit. Page 3 - CONSULTING AGREEMENT _._.._....~.~,._-'- ---_.._.'"...-~.-..~--~--~-~".._..,---- 16. Severabilitv. If any provision or part of this Agreement shall be declared illegal, void, or unenforceable, the remaining provisions shall continue in full force and effect. 17. Headinas and Gender. The headings of the paragraphs and subsections herein are included solely for convenience of reference, and if there is any conflict between such headings and the text of the Agreement, the text shall control. The gender of pronouns used herein, if any, may include any other gender, and the singular may incluCle the plural (or vice versa) if the circumstances so require. 18. Notices. All notices required or permitted hereunder shall be in writing and shall be deemed to have been duly delivered hereunder if mailed by first class mail, postage prepaid, to the respective parties at the respective addresses: A. City: City Administrator City of Woodburn 270 Montgomery Street Woodburn, Oregon 97071 B. Consultant: Henderson, Young & Company 33920 U.S. Hwy 19 N, Suite 210 Palm Harbor, FL 34684 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above. CITY OF WOODBURN, OREGON BY 7M../lv'J ~ Fred W. Kyser, Mayor Date: Mav 29. 1991 ATTEST: ~~ ~-f Mary en t, Deputy Recorder HENDERSON, YOUNG & COMPANY BY: Randall L. Young, President Date: ATTEST: Secretary Page 4 - CONSULTING AGREEMENT