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CITY OF AUBURN AGREEMENT
FOlZ CONSULTIliTG SERVICES
THIS AGREEMENT made and entered into on this 15'h day of July, 2010, by and
between the City of Auburn, a municipal corporation of the State of Washington, hereinafter
refened to as "City" and FCS GROUP, Inc., hereinafter referred to as the "Consultant."
WITNESSETH:
WHEREAS, the City desires to develop and define the purpose, uses, and goals for the
OMB A-87 indirect cost allocation plan ; and,
WHEREAS, the City desires to retain the Consultant to provide certain services in
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
as follows:
• Work with the City staff to develop and identify indirect services, cost categories,
and allocation criteria.
• Develop an OMB A-87 cost allocation model.
• Prepare the OMB A-87 indirect cost allocation plan.
• Finalize the model for delivery (optional). • Train selected staff (optional).
• Provide model documentation (optional).
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 veriture; 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 addidonal services with respect to related work or projects. Any such
agreement(s) sha11 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 conti-ary in Section 3 of this Agreement. Upon proper completion and
execution of an addendum (agreement for additional services), such addendum sha11 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
conditiqns of this Agreement except where the addendum provides to the contrary, in
which case the terms and condidons of any such addendum shall control. In all other
respects, any addendum shall supplement and be construed in accordance with the terms
and conditions of this Agreement.
3. Performance.of Additional Seivices Prior to Execution of an Addendum.
The parties hereby agree that situations may arise in which services other than those
described above 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 seivices 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 he has all necessary licenses and
certifications to perform the services provided for herein, and is qualified to perform.such
services.
5. Citv'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
ciecisions with respect to the services. .
b. Furnish the Consultant with a11 information, criteria, objectives, scfiedules 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 regazding such
documents in a timelymanner 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 as follows:
o Total base project budget $13,710.
• Total optional add-on budget $3,475.
• Total contract not to exceed $22,500.
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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.
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 by the City, unless otherwise agreed to in writing by
the parties. The Term of°this Agreement shall commence on the date hereof.
9. Ownership and Use of Documents.
All documents, reports, memoranda, diagrams, sketches, plans, surveys, design
calculations, working drawings and any other materials created or otheiwise prepared by
the Consultant as part of his performance of tlus 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 sha11 be subject to the adjustxnents for any amounts found
upon audit or otheiwise 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) yeazs from the final
payment for work performed under this Agreement.
11. Continua.tion 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 condnue 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 sha11 be administered by Peter Moy, on behalf of the Consultant, and by
tlie 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 Consultant
Aubum City Ha11 FCS Crroup
25 West Main 7525 166`h Ave NE, Suite D-215
Auburn, WA 980014998 Redmond, WA 98052
(253) 931-3000 FAX (253) 931-3053 (425) 867-1802 FAX (425) 867-1937 .
13. Notices.
All notices or communications permitted or required to be given under this Agreement
sha11 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, stadng 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. Comprehensive public liability insurance, including automobile and property damage,
insuring the City and the Consultant against loss or liability for damages for personal
injury, death or property damage arising out of or in connection with the performance
by the Consultant of its obligations hereunder, with minimum liability limits of
- $1,000,000.00 combined single limit for person_al injury, death or property damage in
any one 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.
15. Indemnification.
The Consultant shall indemnify 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, by any reason of or arising out of the
negligent 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. 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 sha11 satisfy the same to the extent that sueh judgment was
due to the Consultant's negligent acts or omissions.
16. Assignment.
Neither party to this Agreement sha11 assign anyright 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
any liability or obligation under this Agreement, or to cause any such liability or
obligation to be reduced to a secondary liability or obligation.
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17. Amendment, Modification or Waiver.
No amendment, modification or waiver of any condition, provision or term of this
Agreement sha11 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 lunit 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 substanrially 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 sha11 be
compensated for services performed prior to termination in accordance with the rate of
compensation provided for herein for the months of service provided prior to termination.
19. Parties in Interest.
This Agreement sha11 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 relationslup with or exist
for the benefit of any third party, including contractors, sub-contractors and their sureties.
20. Costs to Prevailing Partv.
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 attomey'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 sha11 be in of the county in Washington Sta.te 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. Page 5 of 6
22. Captions. Headings and Titles.
All captions, headings or titles in the paragiaphs or sections of this Agreement aze
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 pmvision of this Agreement is intended to be sev.erable. 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 Agxeement.
This Agreement contains the entire understanding o€ 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.
CI B CONSULTANT
Peter B. Lewis, Mayor Name: Peter Mo -
Tide: Principal
Attest: .
Name:
Danielle E. Daskam City Clerk Title:
Approv to
D el B. eid, Attorney
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