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RESOLUTION NO. 4034
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND
CITY CLERK TO EXECUTE AN AGREEMENT BETWEEN THE
CITY OF AUBURN AND EMERGENCY SERVICES CONSULTING
INC. FOR A REGIONAL FIRE PROTECTION SERVICE
AUTHORITY STUDY
WHEREAS, the City is engaged in or readying itself to be engaged in its
project of developing strategy and providing analysis and an implementation
and facilitation process to form a Regional Fire Protection Service Authority
(RFPSA) and to implement a Benefit Charge funding base for the RFPSA as
allowed by statute in the State of Washington, and is in need of services of
individuals, employees or firms for work on said project; and
WHEREAS, the City desires to retain Emergency Services Consulting
inc. to provide certain services in connection with the City's work on said
project; and
WHEREAS, Emergency Services Consulting inc. is qualified and able to
provide consulting services in connection with the City's needs for the above-
described work/project, and is willing and agreeable to provide such services
upon the terms and conditions herein contained; and
Resolution No. 4034
May 8, 2006
Page 1
WHEREAS, it is in the public interest for the parties to enter into an
agreement for a Regional Fire Protection Service Authority Study.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
KING COUNTY, WASHINGTON, HEREBY RESOLVES as follows::
Section 1. The Mayor of the City of Auburn and the Auburn City Clerk
are hereby authorized to execute an Agreement between the City of Auburn
and Emergency Services Consulting inc. for a Regional Fire Protection Service
Authority Study which agreement shall be in substantial conformity with the
Agreement a copy of which is attached hereto, marked as Exhibit "A" and
incorporated herein by this reference.
Section 2. The Mayor is hereby authorized to implement such
administrative procedures as may be necessary to carry out the directives of
this legislation.
Section 3. This resolution shall be In full force and affect upon
passage and signatures hereon.
\'U'-
DATED and SIGNED this 11.: day of
VY\~
2006.
Resolution No. 4034
May 8, 2006
Page 2
Attest:
~aM~
ani lie E. Daskam
City Clerk
Resolution No. 4034
May 8, 2006
Page 3
CITY OF AUBURN AGREEMENT
FOR CONSULTING SERVICES
THIS AGREEMENT made and entered into on this II~ day of ~ '
200 -.fL, by and between the City of Auburn, a municipal corporation of the State of ashington,
hereinafter referred to as "City" and Emergency Services Consulting. inc., hereinafter referred to
as the "Consultant."
WITNESSETH:
WHEREAS, the City is engaged in or readying itself to be engaged in its project of
developing strategy and providing analysis and an implementation/facilitation process to form a
Regional Fire Protection Service Authority and to implement a Benefit Charge funding base for
the RFPSA as allowed by statute in the State of Washington, and is in need of services of
individuals, employees or firms for work on said project; and,
WHEREAS, the City desires to retain the Consultant to provide certain services m
connection with the City's work on said project; and,
WHEREAS, the Consultant is qualified and able to provide consulting services in
connection with the City's needs for the above-described work/project, and is willing and
agreeable to provide such services upon the terms and conditions herein contained.
NOW, THEREFORE, the parties hereto agree as follows:
1. Scope of Services.
The Consultant agrees to perform in a good and professional manner the tasks described
on Attachment "A" attached hereto and incorporated herein by this reference. (The tasks
described on Attachment "A" shall be individually referred to as a "task," and
collectively referred to as the "services.") The Consultant shall perform the services as
an independent contractor and shall not be deemed, by virtue of this Agreement and the
performance thereof, to have entered into any partnership, joint venture, employment or
other relationship with the City.
2. Additional Services.
From time to time hereafter, the parties hereto may agree to the performance by the
Consultant of additional services with respect to related work or projects. Any such
agreement(s) shall be set forth in writing and shall be executed by the respective parties
prior to the Consultant's performance of the services there under, except as may be
provided to the contrary in Section 3 of this Agreement. Upon proper completion and
execution of an addendum (agreement for additional services), such addendum shall be
incorporated into this Agreement and shall have the same force and effect as if the terms
of such addendum were a part of this Agreement as originally executed. The
performance of services pursuant to an addendum shall be subject to the terms and
conditions of this Agreement except where the addendum provides to the contrary, in
which case the terms and conditions of any such addendum shall control. In all other
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respects, any addendum shall supplement and be construed in accordance with the terms
and conditions of this Agreement.
3. Performance of Additional Services Prior to Execution of an Addendum.
The parties hereby agree that situations may arise in which services other than those
described on Attachment "A" are desired by the City and the time period for the
completion of such services makes the execution of addendum impractical prior to the
commencement of the Consultant's performance of the requested services. The
Consultant hereby agrees that it shall perform such services upon the oral request of an
authorized representative of the City pending execution of an addendum, at a rate of
compensation to be agreed to in connection therewith. The invoice procedure for any
such additional services shall be as described in Section 7 of this Agreement.
4. Consultant's Representations.
The Consultant hereby represents and warrants that they have all necessary licenses and
certifications to perform the services provided for herein, and are qualified to perform
such services.
5. City's Responsibilities.
The City shall do the following in a timely manner so as not to delay the services of the
Consultant:
a. Designate in writing a person to act as the City's representative with respect to the
services. The City's designee shall have complete authority to transmit
instructions, receive information, interpret and define the City's policies and
decisions with respect to the services.
b. Furnish the Consultant with all information, criteria, objectives, schedules and
standards for the project and the services provided for herein.
c. Arrange for access to the property or facilities as required for the Consultant to
perform the services provided for herein.
d. Examine and evaluate all studies, reports, memoranda, plans, sketches, and other
documents prepared by the Consultant and render decisions regarding such
documents in a timely manner to prevent delay of the services.
6. Acceptable Standards.
The Consultant shall be responsible to provide, in connection with the services
contemplated in this Agreement, work product and services of a quality and professional
standard acceptable to the City.
7. Compensation.
As compensation for the Consultant's performance of the services provided for herein,
the City shall pay the Consultant the fees and costs specified on Attachment "B" attached
hereto and made a part hereof (or as specified in an addendum). The Consultant shall
submit to the City an invoice or statement of time spent on tasks included in the scope of
work provided herein, and the City shall process the invoice or statement in the next
billing/claim cycle following receipt of the invoice or statement, and shall remit payment
to the Consultant thereafter in the normal course, subject to any conditions or provisions
in this Agreement or addendum.
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8. Time for Performance and Term of Agreement.
The Consultant shall perform the services provided for herein in accordance with the
direction and scheduling provided on Attachment "A" attached hereto and incorporated
herein by this reference, unless otherwise agreed to in writing by the parties. The Term
of this Agreement shall commence on the date hereof and shall terminate upon
completion of the performance of the scope of work provided herein, according to the
schedule provided on Attachment "A" attached hereto, unless otherwise agreed to in
writing by the parties.
9. 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 as part of his performance of this Agreement (the "Work Products") shall
be owned by and become the property of the City, and may be used by the City for any
purpose beneficial to the City.
10. Records Inspection and Audit.
All compensation payments shall 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 shall 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.
11. 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
shall continue to make a good faith effort to cooperate and continue work toward
successful completion of assigned duties and responsibilities.
12. Administration of Agreement.
This Agreement shall be administered by, on behalf of the Consultant, and by the Mayor
of the City, or designee, on behalf of the City. Any written notices required by the terms
of this Agreement shall be served on or mailed to the following addresses:
City of Auburn
Auburn City Hall
25 West Main
Auburn, W A 98001-4998
(253) 931-3000 FAX (253) 931-3053
Consultant
ESCi
Jack W. Snook, President
Bruce Caldwell, Senior Vice Pres.
25200 SW Parkway Avenue, Ste. 3
Wilsonville, Oregon 97070
(800)757-3724 FAX (503)570-0522
E-mail: infocmesci.us
13. Notices.
All notices or communications permitted or required to be given under this Agreement
shall be in writing and shall 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
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party set forth above, or if to a person not a party to this Agreement, to the address
designated by a party to this Agreement in the foregoing manner.
Any party may change his, her or its address by giving notice in writing, stating his, her
or its new address, to any other party, all pursuant to the procedure set forth in this
section of the Agreement.
14. Insurance.
The Consultant shall be responsible for maintaining, during the term of this Agreement
and at its sole cost and expense, the types of insurance coverages and in the amounts
described below. The Consultant shall furnish evidence, satisfactory to the City, of all
such policies. During the term hereof, the Consultant shall take out and maintain in full
force and effect the following insurance policies:
a. Commercial General Liability insurance, insuring the City and the Consultant against
loss or damages arising from premises, operations, independent contractors and
personal injury and advertising injury. The City shall be named as an insured under
the Consultant's Commercial General Liability insurance policy with respect to the
work performed for the City, with minimum liability limits of $1,000,000.00
combined single limit for personal injury, death or property damage in anyone
occurrence.
b. Such workmen's compensation and other similar insurance as may be required by
law.
c. Professional liability insurance with minimum liability limits of $1 ,000,000.
d. 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. If necessary, the
policy shall be endorsed to provide contractual liability coverage.
15. Indemnification.
The Consultant shall indemnify, defend and hold harmless the City and its officers,
agents and employees, or any of them from any and all claims, actions, suits, liability,
loss, costs, expenses, and damages of any nature whatsoever, including attorney fees, by
any reason of or arising out of the act or omission of the Consultant, its officers, agents,
employees, or any of them relating to or arising out of the performance of this Agreement
except for injuries and damages caused by the sole negligence of the City. If a final
judgment is rendered against the City, its officers, agents, employees and/or any of them,
or jointly against the City and the Consultant and their respective officers, agents and
employees, or any of them, the Consultant shall satisfy the same to the extent that such
judgment was due to the Consultant's negligent acts or omissions.
16. Assignment.
Neither party to this Agreement shall 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 shall be deemed to release the assignor from
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any liability or obligation under this Agreement, or to cause any such liability or
obligation to be reduced to a secondary liability or obligation.
17. Amendment. Modification or Waiver.
No amendment, modification or waiver of any condition, provlSlon or term of this
Agreement shall 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 shall not effect or
impair any right arising from any subsequent default.
Nothing herein shall limit the remedies or rights of the parties hereto under and pursuant
to this Agreement.
18. Termination and Suspension.
Either party may terminate this Agreement upon written notice to the other party if the
other party fails substantially to perform in accordance with the terms of this Agreement
through no fault of the party terminating the Agreement.
The City may terminate this Agreement upon not less than seven (7) days written notice
to the Consultant if the services provided for herein are no longer needed from the
Consultant.
If this Agreement is terminated through no fault of the Consultant, the Consultant shall be
compensated for services performed prior to termination in accordance with the rate of
compensation provided in Attachment "B" hereof.
19. Parties in Interest.
This Agreement shall be binding upon, and the benefits and obligations provided for
herein shall inure to and bind, the parties hereto and their respective successors and
assigns, provided that this section shall not be deemed to permit any transfer or
assignment otherwise prohibited by this Agreement. This Agreement is for the exclusive
benefit of the parties hereto 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.
20. 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 shall be entitled to receive its
reasonable costs and attorney's fees.
21. Applicable Law.
This Agreement and the rights of the parties hereunder shall be governed by the
interpreted in accordance with the laws of the State of Washington and venue for any
action hereunder shall 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 shall
commence no later than the substantial completion by the Consultant of the services.
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22. 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 shall 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. As used herein, where appropriate, the singular shall include the plural
and vice versa and masculine, feminine and neuter expressions shall be interchangeable.
Interpretation or construction of this Agreement shall 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.
23. 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 shall not affect
the validity of the remainder of this Agreement.
24. 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.
25. Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be one
and the same Agreement and shall 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 hereto have caused this Agreement to be executed
effective the day and year first set forth above.
CITY OF AUBURN
R~
Peter B. Lewis, Mayor
EMERGENCY SERVICES
CONSUL ING inc.
o
Attest:
~~
Dan' lle E. Daskam City Clerk
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Attachment A
The following objectives and tasks will be completed to produce the final report and
recommendations. This methodology has been developed specifically for the AP A project group
based on our understanding of your expectations. ESCi will utilize approaches, tools, and
techniques proven through experience to provide the kind and quality of information needed to
make objective, informed decisions.
Phase I: Project Initiation
Obiective 1: Develooment of Proiect Action Plim
Activity: ESCi meets with the Auburn I Algona I Pacific Project Team Members to finalize a
comprehensive roadmap of the project's background, goals, expectations and timeline. The
proposed work plan is refined as may be appropriate to meet identified need. The action plan is
developed identifying:
1. Primary tasks to be performed.
2. Person(s) responsible for each task.
3. Timetable for each objective to be complete.
4. Method of evaluating results.
5. Resources to be used.
6. Possible obstacles or problem areas associated with the accomplishment of each task.
This process establishes good working relationships, provides for better logistical arrangements,
determines lines and methods of communications, and finalizes contractual arrangements and
establishes a timeline.
Other agenda items discussed in the initial project meeting include data collection; finalize a
stakeholder interview plan and tentative schedule, interim milestones, meetings, deliverables,
and the transfer of pertinent reports and background material.
Obiective 2: Review of Back2round Information - Establish Baseline
Activity: Review and evaluate data, documents and information relevant to this project
including, but not limited to:
1. The recommendations from previous studies, if applicable.
2. Copies of recent strategic/master plans
3. Existing mission, goals and objectives.
4. Annual reports, operating budgets, three-year budget history, and budget projections.
5. Standards of Coverage documents
6. Service/workload demand and response time performance data.
7. Station location maps.
8. Current demographics, land use, and growth plans.
9. Relevant contractual agreement(s).
10. All available data and reports on emergency service operations.
11. Relevant community planning documents.
12. G.I.S. historical incident data on service calls in a computer readable format as available.
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Completion of this objective generates the background information to provide a
strong foundation, a yesterday-today-tomorrow profile of AFDjPFD and
establishes benchmarks for the RFPSA Plan.
Obiective 3: Stakeholders' InDut
Activity: Conduct interviews with and gather information from key personnel including:
1. Governing body members of the participating agencies as needed
2. Finance function managers as needed
3. Each fire agency's administrative manager and staff.
4. Members of participating agencies.
5. Appropriate labor and work groups as appropriate
The project team interviews key stakeholders of any organization associated with this study. At
a minimum, members of the project team interviews elected officials, fire agency officials, and,
as appropriate, representatives as the agencies deem necessary.
From these interviews, ESCi obtains additional perspective on operational, economics, critical,
cultural, and policy issues currently facing the agency. In addition, the project team learns more
about availability of data necessary to meet specified goals and local challenges which must be
addressed as implementation strategies are developed.
Obiective 4: Financial Analysis
Activity: Conduct financial analysis of previous, current and future financial profile and trends
of the City of Auburn, City of Algona, City of Pacific and specifically the respective Fire
Departments to include:
1. Review separate budgets.
2. Establish past, present and future trends
3. Develop projected consolidated budget
4. Cost analysis of workload and staffing
5. Identify financial issues ofRFPSA /Benefit charge.
6. Identify areas of short and long-term savings and costs.
Providing a financial baseline alongside an operational evaluation is an important benchmark for
the project to establish measurable performance. Additionally, critical trends and a 'reality
check' are established in terms of current services, workloads and resources of the fire
departments.
This is vital in establishing a 'tomorrow' profile of emergency services if the project jurisdictions
continue in the same model of providing services as today with the recently completed financial
profile of the City of Auburn.
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Phase II: Project Action I Planning I Implementation Steps
Obiective 5: Fire Authority I Benefit Charge evaluation
Activity: Review and evaluate data, documents and information concerning RFPSA's and
implementation strategies for this project including, but not limited to:
1. Review of RCW 52.26
2. Provide overview of application
3. Outline requirements and provisions in preparation for a RFPSA
ESCi provides a historical, legal and practical overview of the RFPSA legislation and
requirements in general terms and as it pertains to the AP A project. This section is provided
specifically for an educational review--aTIa 6neftfutwn tothe solution: necessary for AP A to
continue providing emergency services at today's level and to meet tomorrow's demands and
challenges.
Obiective 6: Implementation Steps for RFSTA
Activity: Provide participating agencies (AHJ's) with roadmap, implementation steps and
facilitation to develop a specific and thorough RFST A PLAN as required by RCW 52.26. The
RFSTA Pan and implementation steps to include:
1. Developed implementation strategy and roadmap
2. Facilitate Planning Committee in developing the RFPSA Plan
3. Facilitate in development ofRFPSA Standards of Coverage
4. Facilitate development ofRFPSA fiscal plan
5. Address process issues
6. Facilitate AHJ's through Policy Actions
7. Provide Framework for Action
Obiective 7: Develooment and Review of the Reoort Draft
Activity: ESCi develops and produces a draft version of the report. Client feedback is a critical
part of cooperative effort feasibility. Opportunity is provided for review and discussion of the
draft report.
Phase III: Presentation of Final Project Report
Activity: ESCi completes any necessary revisions of the draft and produces ten quality bound
final versions of the report for each jurisdiction. Formal presentations of the project report are
made by the ESCi project manager to a joint agency meeting. The final report includes the
following:
1. An Executive Summary describing the nature of the report, the methods of analysis,
findings, and critical recommendations.
2. Supportive audio-visual presentation.
3. Review and explanation of primary supportive charts, graphs, diagrams, and maps,
where appropriate.
4. Opportunity for questions and answers, as needed.
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Attachment B
Emergency Services Consulting inc. formally bids:
Regional Fire Protection Service Authority Study: ......................................$34,240.00
Actual expenses (travel, lodging, meals, mailing, and copying):...................$2.755.00
Total bid to conduct study, not to exceed: ................................................... $36,995.00
Proposed Payment Schedule
35% payment due upon contract signing
.- .35% payment due. upon receipt ofdraftreporL----
30% payment due upon receipt of final report
Information relative to cost Quotation
. Bid quotation is valid for 90 days.
. ESCi will receive full cooperation from person(s) representing the City.
. While engaged in the project, ESCi will report to a single point of contact.
. When requested, and in a timely manner, the client representative will provide to the
ESCi project manager, data, information, and materials required for the completion of the
objectives outlined in the detailed work plans submitted in this proposal.
. Local taxes, fees, or business licenses associated with this project have not been included
in the cost quotation. If required, ESCi will invoice said charges in addition to the project
fee.
. ESCi shall perform any additional work on a time and materials basis at the hourly rate of
$145.00 per hour.
. To achieve the scope of services, ESCi offers the use of web-based technology to review
documents, maps, and project drafts. Microsoft Sharepoint@ is utilized to create a
collaborative, virtual workplace in which everyone can exchange information.
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