HomeMy WebLinkAboutAgreement between COA & Cloudburst Consulting Group (2) 1)_a\�1
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CITY OF AUBURN
CONSULTANT AGREEMENT
THIS AGREEMENT made and entered into on this 'nay
a day of NA . 2019,by
and between the City of Auburn, a municipal corporation of the State of Washington("City")
and Cloudburst Consulting Group, Inc., a Maryland profit corporation("the Consultant",
collectively"the Parties").
RECITALS:
1. The City solicited proposals from qualified consulting teams to provide
professional services for a community needs assessment for human services in Auburn and
projected demands over the next 10 years.
1 responsive proposal
The Cloudburst Group provided the City with a timely and espons e p oposal
for the Auburn Community Needs Assessment.
3. The City wants to contract with the Cloudburst Group to complete the community
needs assessment for human services in Auburn
4. The Consultant is able to provide services in connection with the City's needs for
this work,and is willing and agreeable to provide the services on the terms and conditions in this
Agreement.
AGREEMENT:
In consideration of the mutual promises contained in this Agreement,the Parties agree as
follows:
1. Scope of Services
The Consultant agrees to perform in a good and professional manner the tasks described in
Exhibit"A."The Consultant will perform the services as an independent contractor and
will not be deemed,by virtue of this Agreement and the performance pursuant to the
Agreement,to have entered into any partnership,joint venture,employment or other
relationship with the City.
2. Additional Services
If additional services with respect to related work are required beyond those specified in
the Scope of Services,and not included in the compensation listed in this Agreement,the
parties will amend this Agreement in writing before the Consultant performs the additional
services. However, Consultant agrees that it will perform additional services on the written
request of an authorized representative of the City and mutual agreement of the services
and budget pending execution of an Amendment.
3. Consultant's Representations
The Consultant represents and warrants that it has all necessary licenses to perform the
services provided for in this Agreement.
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4. Compensation
As compensation for the Consultant's performance of the services provided for in this
Agreement,the City will pay the Consultant the fees and costs specified on Exhibit"B."
Total compensation is not-to-exceed$23,878.00.
The Consultant will submit at the end of each month to the City an invoice or statement of
time spent on tasks included in the Scope of Services, and the City upon acceptance of the
invoice or statement will process the invoice or statement in the next billing/claim cycle
following receipt of the invoice or statement,and will remit payment in accordance with
Exhibit"B."
5. Time for Performance and Term of Agreement
The Consultant will not begin any work under this Agreement until authorized in writing
by the City or upon full execution of this contract,whichever is sooner. The Consultant
will perform the services in accordance with the direction and scheduling provided on
Exhibit"A" unless otherwise agreed to in writing by the parties. All work under this
Agreement will be completed by November 8,2019.
6. Ownership and Use of Documents
All documents,reports, memoranda,diagrams, sketches,plans,surveys,design
calculations,working drawings and any other materials created or otherwise prepared by
the Consultant and submitted to the City as part of its performance of this Agreement will
be owned by and become the property of the City,and may be used by the City for any
purpose beneficial to the City. The Consultant agrees to provide the City with all written
documents as requested by the City within the scope of this Agreement.
7. Records Inspection and Audit
All compensation payments will 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 will 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.
8. 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
will continue to make a good faith effort to cooperate and continue work toward successful
completion of assigned duties and responsibilities not under dispute.The City agrees that in
the event of the same that compensation justly earned shall not be withheld as a means to
compel future completion of tasks.
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9. Administration of Agreement
Any written notices required by the terms of this Agreement will be served on or mailed to
the following addresses:
City of Auburn The Cloudburst Group
Community Services Manager President
25 West Main Street 8400 Corporate Drive, Suite 550
Auburn,WA 98001-4998 Landover,MD 20785-2238
Phone: 253-876-1965 Phone: 202-253-2346
Fax: 253-288-3132
10. Notices
All notices or communications permitted or required to be given under this Agreement will
be in writing and will 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.
Either party may change his,her or its address by giving notice in writing to the other
pay
11. Insurance
The Consultant will procure and maintain for the duration of this Agreement,insurance
against claims for injuries to persons or damage to property which may arise from or in
connection with the performance of the work hereunder by the Consultant,or the
Consultant's agents,representatives,employees,or subcontractors.
Consultant's maintenance of insurance as required by the Agreement does not limit the
liability of the Consultant to the coverage provided by such insurance,or otherwise limit
the City's recourse to any remedy available at law or in equity.
The Consultant will obtain insurance of the types described below:
a. Automobile Liability insurance,covering all owned,non-owned,hired and leased
vehicles. Coverage shall be written on Insurance Services Office(ISO)form CA 00 01
or a substitute form providing equivalent liability coverage. Consultant shall maintain
automobile insurance with minimum combined single limit for bodily injury and
property damage of$1,000,000 per accident.
b. Commercial General Liability insurance shall be at least as broad as ISO occurrence
form CG 00 01 and shall cover liability arising from premises,operations,stop-gap
independent contractors and personal injury and advertising injury. The Public Entity
shall be named as an additional insured under the Consultant's Commercial General
Liability insurance policy with respect to the work performed for the Public Entity
using an additional insured endorsement at least as broad as ISO CG 20 26.
Commercial General Liability insurance shall be written with limits no less than
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$1,000,000 each occurrence, $2,000,000 general aggregate, and a $2,000,000 products-
completed operations aggregate limit.
c. Worker's Compensation coverage as required by the Industrial Insurance laws of the
State of Washington.
d. Professional liability appropriate to the Consultant's profession,which shall be
written with limits no less than$1,000,000 per claim and$1,000,000 policy aggregate
limit.
The insurance policies are to contain, or be endorsed to contain,the following provisions
for Automobile Liability and Commercial General Liability insurance:
a. The Consultant's insurance coverage will be primary insurance. Any insurance, self-
insurance,or insurance pool coverage maintained by the City will be excess of the
Consultant's insurance and will not contribute with it.
b. The Consultant's insurance shall be endorsed to state that coverage shall not be
cancelled by either party, except after 30 days prior written notice by certified mail,
return receipt requested, has been given to the City.
Insurance is to be placed with an authorized insurer in Washington State. The insurer must
have a current A.M. Best rating of not less than A:VII.
Consultant will furnish the City with certificates of insurance and a copy of the amendatory
endorsements, including but not necessarily limited to the additional insured endorsement,
evidencing the insurance requirements of the Consultant before commencement of the
work. The City reserves the right to require that complete,certified copies of all required
insurance policies be submitted to the City at any time. The City will pay no progress
payments under Section 7 until the Consultant has fully complied with this section.
If the Consultant maintains higher insurance limits than the minimums shown above,the
City will be insured for the full available limits of Commercial General and Excess or
Umbrella liability maintained by the Consultant,irrespective of whether such limits
maintained by the Consultant are greater than those required by this contract or whether
any certificate of insurance furnished to the City evidences limits of liability lower than
those maintained by the Consultant.
Failure on the part of the Consultant to maintain the insurance as required will constitute a
material breach of contract,upon which the City may, after giving five business days'
notice to the Consultant to correct the breach, immediately terminate the contract or, at its
discretion,procure or renew such insurance and pay any and all premiums in connection
therewith,with any sums so expended to be repaid to the City on demand,or at the sole
discretion of the City,offset against funds due the Consultant from the City.
12. Indemnification/Hold Harmless
The Consultant shall defend,indemnify and hold the City,its officers,officials,employees,
and volunteers harmless from any and all claims, injuries,damages,losses,or suits
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including attorney fees,arising out of or in connection with the performance of this
Agreement, except for injuries and damages caused by the sole negligence of the City.
If a court of competent jurisdiction determines that this Agreement is subject to RCW
4.24.115,then, in the event of liability for damages arising out of bodily injury to persons
or damages to property caused by or resulting from the concurrent negligence of the
Consultant and the City, its officers,officials,employees, and volunteers, the Consultant's
liability will be only to the extent of the Consultant's negligence. It is further specifically
and expressly understood that the indemnification provided herein constitutes the
Consultant's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the
purposes of this indemnification. This waiver has been mutually negotiated by the parties.
The provisions of this section will survive the expiration or termination of this Agreement.
13. Assignment
Neither party to this Agreement will 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 will 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.
14. Nondiscrimination
The Consultant may not discriminate regarding any services or activities to which this
Agreement may apply directly or through contractual,hiring,or other arrangements on the
grounds of race,color,creed,religion,national origin, sex,age,or where there is the
presence of any sensory,mental or physical handicap.
15. Amendment,Modification or Waiver
No amendment,modification or waiver of any condition,provision or term of this
Agreement will 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 will not affect or impair
any right arising from any subsequent default.
Nothing herein will limit the remedies or rights of the parties hereto under and pursuant to
this Agreement.
16. Termination for Cause.
In the event that the City determines that the Consultant failed to comply with the
conditions of the Agreement,the City has the right to suspend or terminate the Agreement
by giving the Consultant a written notice of corrective action required. If the Consultant
not remedy all conditions in the corrective notice within thirty(30)days of the date of
does o e
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notice,the City may terminate or suspend the contract or require specific performance
including completion of the Agreement.
17. Termination for Convenience
Either Party may terminate this Agreement by providing the other party with written notice
of such termination, specifying the effective date with at least thirty(30)days' notice.
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18. Parties in Interest
This Agreement will be binding upon,and the benefits and obligations will inure to and
bind,the parties and their respective successors and assigns,provided that this section will
not be deemed to permit any transfer or assignment otherwise prohibited by this
Agreement. This Agreement is for the exclusive benefit of the parties 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.
19. Costs to Prevailing Party
In the event of such litigation or other legal action, to enforce any rights,responsibilities or
obligations under this Agreement,the prevailing parties will be entitled to receive its
reasonable costs and attorney's fees.
20. Applicable Law
This Agreement and the rights of the parties will be governed by and interpreted in
accordance with the laws of the State of Washington and venue for any action will 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 will commence no later than the
substantial completion by the Consultant of the services.
21. Captions,Headings and Titles
All captions,headings or titles in the paragraphs or sections of this Agreement are inserted
for convenience of reference only and do not constitute a part of this Agreement or act as a
limitation of the scope of the particular paragraph or sections to which they apply. The
singular includes the plural and vice versa and masculine, feminine and neuter expressions
will be interchangeable. Interpretation or construction of this Agreement will 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.
22. 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 will not affect the
validity of the remainder of this Agreement.
23. Entire Agreement
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.
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24. Counterparts
This Agreement may be executed in multiple counterparts,each of which will be one and
the same Agreement and will become effective when one or more counterparts have been
signed by each of the parties and delivered to the other party.
IN WITNESS WHEREOF,the parties have caused this Agreement to be executed effective
the day and year first set forth above.
CITY OF AUBURN The Cloudburst Group,Inc.
bAt
ancy Ba s, Mayor Signature % f4"\—ro—
Name: J. . gan
Title: Chief Financial Officer
Federal Tax ID No: 26-0121775
Appr. ' orm:
lip
•\AV, *----.--, --...
Steve Gross,City Attorney
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Exhibit A
Scope of Services
The Consultant agrees to complete the following requirements:
1. Identify the socioeconomic demographics of the City and identify potential correlations and its
impact on the needs of residents.
2. Review,source and synthesize data from a variety of sources, including interviews and focus
groups with residents and human service agencies that serve Auburn residents.
3. Include analysis of the City's needs related to affordable housing and homelessness.
4. Review existing funds,distribution,and the alignment of the City's human services priorities
with current needs.
5. Provide comparative cost analysis among other surrounding cities.
6. Identify outreach and engagement strategies and implementation plan to provide input on the
needs assessment.
7. Prepare a short preliminary presentation with the scope of services for the City Council in
May of 2019.
8. Present a final report to the City Council and to the Human Services Committee.
Periodic progress reports should be provided and a draft report should be made available
September 9,2019 for review and comment by city staff and the Human Services Committee.
The final report,related data and maps,summaries, and key findings shall be completed and
provided to the City by October 7,2019
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Exhibit B
Compensation
Total compensation for the Consultant's services will not exceed$23,878.00 for the term of this
Agreement. Payment will be provided by the City as follows:
The Consultant will submit at the end of each month to the City an invoice or statement of
time spent on tasks included in the Scope of Services, and the City upon acceptance of the
invoice or statement will process the invoice or statement in the next billing/claim cycle
following receipt of the invoice or statement.
The Consultant may move hours between staff, add staff and/or consultants, and move
funding between labor and other direct costs as needed,provided the total budget of
$23,878.00 is not exceeded.
The Cloudburst Group applies G&A indirect burden to travel and other direct costs(ODCs)
consistent with practices that have been reviewed and approved by our cognizant audit
agency,U.S. Department of Housing and Urban Development(HUD).The G&A rate used
(23%)is consistent with our current agreement with HUD which can be provided upon
request.
The Cloudburst Group has established travel policies and procedures in place which are
consistent with Federal Acquisition Regulations(FAR)as well as Federal Travel
Regulations(FTR)and Department of State Per Diems and Allowances.
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