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HomeMy WebLinkAboutFire Service Consulting, Inc A5.' (c:3 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT is entered into on the date written below between the City of Auburn ("City") and Fire Service Consulting, Inc. ("Consultant"). 1 SCOPE OF CONSULTANT'S SERVICES: 1.1 The Consultant agrees to provide to the City services including, but not limited to those set forth in the project narrative identified as Exhibit "A", attached hereto and incorporated herein by reference. This Agreement is additional to and does not apply to the services and compensation described in any other Agreement entered between the parties. 2 PERFORMANCE: 2.1 The Consultant's right to reimbursement under this Agreement for services performed hereunder shall be predicated on the Consultant's performing those services during the agreement period which shall commence June q v::-. 2006, subject to Article 12, shall terminate on ~ /1.... , 2006. 3 ACCOUNTING AND PAYMENT FOR CONSULTANT SERVICES: 3.1 The City shall compensate the Consultant for the Consultant's service pursuant to the fee schedule set forth in Exhibit "B" attached hereto and incorporated herein by reference. 4 INDEPENDENT CONSULTANT: 4.1 The Consultant's services shall be furnished by the Consultant as an independent Contractor and nothing herein contained shall be construed to create a relationship of employer-employee or master-servant, but all payments made hereunder and all services performed shall be made and performed pursuant to this agreement by the Consultant as an independent Contractor. 4.2 The Consultant acknowledges that the entire compensation for this Personal Services Agreement is specified in Exhibit "B" and the Consultant is not entitled to any additional benefits - including, but not limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, or any other rights or privileges afforded to City employees. 4.3 With regard to the services performed pursuant to this Agreement, the Consultant hereby acknowledges that the Consultant is not an employee of City. City of Auburn FBC Agreement - June 2006 Page 1 of7 ~~~,>-. I I 5 DISCRIMINATION AND COMPLIANCE WITH LAWS: 5.1 Consultant agrees not to discriminate against any employee or applicant for employment or any other person in the performance of this Agreement because of race, creed, color, national origin, marital status, sex, age, disability, or other circumstance prohibited by federal, state or local law or ordinance, except for a bona fide occupational qualification. 5.2 Consultant shall comply with all federal, state and local laws and ordinances applicable to the work to be done under this Agreement. 5.3 Violation of this Paragraph 5 shall be a material breach of this Agreement and grounds for cancellation, termination or suspension by the City, in whole or in part, and may result in ineligibility for further work for City. 6 TAXES: 6.1 The Consultant understands and acknowledges that the City will not withhold federal or state income taxes. Where required by state or federal law, the Consultant authorizes the City to make withholdings for any taxes other than income taxes. All compensation received by the Consultant will be reported to the Internal Revenue Service at the end of the calendar year in accordance with the applicable IRS regulations. It is the responsibility of the Consultant to make the necessary estimated tax payments throughout the year, if any, and the Consultant is solely liable for any tax obligation arising from the independent Consultant's performance of this Personal Services Agreement. The Consultant hereby agrees to indemnify the City against any demand to pay taxes arising from the Consultant's failure to pay taxes on compensation earned pursuant to this agreement. 7 REGULATIONS AND REQUIREMENT: 7.1 This agreement shall be subject to all laws, rules, and regulations of the United States of America, State of Washington, and King County. The Consultant agrees to comply with all equal opportunity and affirmative action rules and regulations. This agreement shall be interpreted according to the laws of Washington State. S HOLD HARMLESS: 8.1 Consultant shall protect, defend, indemnify and save harmless the City and its members, officers, employees and agents from any and all costs, claims, judgments or awards of damages, arising out of or in any way resulting from the negligent acts or omissions of Consultant, its officers, employees and agents in performing this Agreement; provided, however, that if such claims are caused by or result from the concurrent negligence of the City, its agents, employees, City of Auburn FBC Agreement - June 2006 Page 2 of7 I and/or officers, this indemnity provisions shall be valid and enforceable only to the extent of the negligence of the Consultant. 8.2 City and its members shall protect, defend, indemnify and save harmless Consultant, its officers, employees and agents from any and all costs, claims, judgments or awards of damages, arising out of or in any way resulting from the negligent acts or omissions of the City and its members, officers, employees or agents in performing this Agreement; provided, however, that if such claims are caused by or result from the concurrent negligence of the Consultant, its agents, employees, and/or officers, this indemnity provisions shall be valid and enforceable only to the extent of the negligence of the Consultant. 9 ATTORNEY FEES: 9.1 If a party shall utilize the services of an attorney, or commence any action or proceeding against the other party in order to enforce the provisions of this Agreement or to recover damages as a result of the alleged breach of any of the provisions of this Agreement, the prevailing party shall have the court determine the recovery of fees. Each party shall be responsible for its own costs incurred in connection with the preparation of this Agreement, including but not limited to attorneys' fees. 10 RIGHT TO REVIEW: 10.1 This Agreement is subject to review by any federal or state auditor, the City or its designee shall have the right to review and monitor the financial and service components of this program as agreed upon by the City and the Consultant by whatever means are deemed expedient by the City. Such review may occur with or without notice, and may include, but is not limited to, on site inspection by City agents or employees, inspection of all records or other materials that the City deems pertinent to the agreement and its performance, and any and all communications with or evaluations by service recipients under this Agreement. 11 MODIFICATIONS: 11.1 Either party may request changes in scope of services, or performance standards. Any and all modifications shall be mutually agreed upon and incorporated by written amendments to this agreement and signed by the City and the Consultant. City of Auburn FBC Agreement - June 2006 Page 3 of7 ---...'....,. I 12 TERMINATION: 12.1 Either the City or the Consultant may terminate this agreement at any time by notice in writing to the other party. This notice is to be given a minimum of [one (1) week] before the termination date. The City may terminate immediately without notice for misconduct or unsatisfactory performance on the part of the Consultant. Consultant's termination by the City at any time during the term of employment, with or without cause, shall not constitute a breach of this agreement by the City. Upon termination, the City shall pay Consultant for all work and costs to the termination date. Any work which otherwise would have been compensated on completion will be compensated on the basis of time invested in that work [at the hourly rates referred to in Exhibit "B."] 13 NOTICE: 13.1 For all purposes under this agreement, except for service of process, the Consultant shall give notice to the City at: 25 West Main Auburn, WA 98001-4998 13.2 Notice to the Consultant for all purposes under this agreement shall be made at: 1911 S.W. Campus Drive, Sl:Iite 394 Federal Way, Washington 98023-6473. 14 NO GUARANTEE OF EMPLOYMENT: 14.1 The performance of all or part of this contract by the Consultant shall not operate to vest any employment or other contract rights whatsoever and shall not be deemed to guarantee any future contract with the Consultant by City. 15 OWNERSHIP OF WORK PRODUCT: 15.1 All data, materials, reports, memoranda and other documents developed under this Agreement whether finished or not shall become the property of the City, shall be forwarded to the City in digital format that is compatible with City's computer software programs, and may be used by the City as it sees fit. The City agrees that if it uses products prepared by Consultant for purposes other than those intended in this Agreement, it does so at its sole risk and it agrees to hold Consultant harmless therefore. City of Auburn FBC Agreement - June 2006 Page 4 on M_..__." I 16 SUBLETTING OR ASSIGNING CONTRACT: 16.1 Neither the City nor Consultant shall assign, transfer, or encumber any rights, duties or interest accruing from this Agreement without the express prior written consent of the other. 17 FUTURE SUPPORT: 17.1 City makes no commitment and assumes no obligations for the support of Consultant's activities except as set forth in this Agreement. 18 ENTIRE AGREEMENT: 18.1 This Agreement, together with attachments or addenda, represents the entire and integrated Agreement between the parties and supersedes all prior negotiations, representations, or agreements, either written or oral. This Agreement may be amended, modified or added to only by written instrument properly signed by both parties. DATED as of this r!:;. day of June, 2006 ~ ~ :{,~ Da a L. Crossen, Vice President ~ 91-2174327 Tax ID Number City of Auburn FBC Agreement - June 2006 Page 5 of7 I EXHIBIT A: SCOPE OF SERVICES - PHASE ONE UPDATE 1) It is understood and agreed to by both parties that the Fire Benefit Charge formula development (Phase One) was satisfactorily completed during the original service agreement performed in 2005. The scope of services for this contract is intended to add Algona and Pacific to the project in order to evaluate the affect(s) of participation by those entities. 2) Consultant will provide the City with a Microsoft Access@ file containing the Fire Benefit Charge database and the necessary software application to allow the City to adjust the variables within the Fire Benefit Charge formula as desired. The source of the data for the Fire Benefit Charge database will come from the most current King County and Pierce County data available as of the effective date of this agreement and will include parcel data for the cities of Auburn, Algona, and Pacific only. 3) In addition, this scope of services includes up to twenty (20) hours of consultant time to test and analyze the updated Fire Benefit Charge data, train City staff, and to attend meetings/presentations as requested by the City. City of Auburn FBC Agreement - June 2006 Page 6 of7 '~d".. I EXHIBIT B: FEE SCHEDULE 1) PHASE ONE UPDATE 1.1 Nine Thousand Two Hundred Dollars ($9,200.00) 1.2 Reimbursement for mileage based on the IRS standard rate ($.445 per mile for 2006) to attend meetings/presentations as requested by the City. 2) PAYMENT SCHEDULE 2.1 The contacted amount in 1.1 above is due upon the Consultant providing the City with the Fire Benefit Charge database described in Exhibit A, Item 2, in a common and usable format. 2.2 Reimbursement for mileage will be invoiced monthly during the period covered by this agreement. 3) HOURL Y RATE 3.1 $100.00 per hour. 3.2 In the event the project hours identified in Exhibit A, Item 3, is exceeded, the hourly rate will be applied to those additional hours. 3.3 In the event of termination under Section 12 of this agreement, the hourly rate shall be used to determine compensation due the Consultant for work preformed prior to termination. City of Auburn FBC Agreement - June 2006 Page 70f7 -- '- ^"-".