Loading...
HomeMy WebLinkAboutFCS Group Solutions Oriented Consulting P,,3. lb. ,.> ORIGINAL AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT made and entered into on this 21 ~ -r day of July, 2006, by and between the CITY OF AUBURN, a Municipal Corporation in King County, Washin~~ton, hereinafter referred to as "CITY" and FCS GROUP Solutions Oriented Consult:ing, whose address is 8201 164th Avenue Northeast, Suite 300, Redmond, Washington 98052, hereinafter referred to as "CONSULTANT". WHEREAS, the CITY desires to retain the CONSULTANT to provide professional services as described in the Scope of Work; and WHEREAS, the CONSULTANT is qualified and able to provide consulting services in connection with the CITY's needs for the 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 WORK. A. CONSULTANT will provide a data needs list to the CITY. They will meet with the CITY to review initial data, discuss policy objectives and begin the study. B. CONSULTANT will develop and complete technical analysis: 1. Set up a spreadsheet model to calculate alternative ftees using both the improvement-based and standards-based approaches to charge calculation. 2. Meet with CITY staff to refine calculation inputs, i.e. !Customer data and project costs and allocations. 3. Calculate the impact fee(s), as allowed and applicable, from information on the cost of planned facilities. C. Presentation 1. Prepare for and attend up to two meetings of the City of Auburn Planning and Community Development Committee. 2. Prepare for and attend one City Council meeting. D. Documentation 1. Prepare a draft report for review by the CITY. 2. Complete and provide a final report integrating CITY review comments. Agreement for Professional Services FCS Group July 6, 2006 Page 1 of 9 3. Prepare a draft ordinance reflecting the recommended fee and fee structure. 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 agreements(s) shall be set forth in writing and shall be executed by the respective parties prior to the CONSULTANT's performance of the sE~rvices there under, except as may be provided to the contrary in Section 3 of thiis 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 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 in Scope of Work 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 additional senlices shall be 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. 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 slervices. Agreement for Professional Services FCS Group July 6, 2006 Page 2 of 9 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. Comoensation. 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 the following basis: anagmg a Principal Consultant Ghilarducci $105.00 Hr. 175.00 Hr. Collect and Review Data 4 12 0 1960. Technical Analysis 2 12 0 11,610. Set up spreadsheet model 8 12 0 2,660. Refine calculation 4 12 0 1,960. inputs (1) Calculate im act fee s Presentations PCDC meetings (2) 12 2 4 :t 2,510. Council/Public meetings 4 2 2 : 1,010. 1 Documentation: Prepare draft report 8 24 2 I 4,020. Cowlete final report 4 4 2 I 1,220. Dra ordinance 12 2 0 : 2310. Total Hours 58 82 10 150 Total Proposed Budget $ 10,150. $ 8,610. $ 500. $ 19,260. The CONSULTANT shall submit an invoice to the CITY of time spent on tasks included in the scope of work provided herein, and the CITY shall process the invoice in the next billing/claim cycle following receipt of the invoicE!, and shall Agreement for Professional Services FCS Group July 6, 2006 Page 3 of 9 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 wit the direction and scheduling provided in No.1, Scope of Work. The Term of this Agreement shall commence on the date hereof or on the _. day of July, 2006, and shall terminate upon completion of the performance of the scope of work provided herein, according to the schedule agreed upon 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'1 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 ,my 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 of work performed under this Agreement. 11. Continuation of Performance. In the event that any dispute or conflict arises between the parties while this Agreement 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: Agreement for Professional Services FCS Group July 6, 2006 Page 4 of 9 City of Auburn FCS Group Attn: Daryl Faber Attn: John Ghilarducci 910 Ninth Street SE 8201 164th AVE NE STE 300 Auburn WA 98002 Redmond, WA 98052 Phone: 253-931-3043 Phone: 425-867-1802 Fax: 253-931-4005 Fax: 425-867-1937 E-mail: dfaber@auburnwa.gov 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 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 coverage 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 CONSUL.TANT of its obligations hereunder, with minimum liability limits of $1,000,000.00 combined single limit for personal injury, death or property clamage 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. 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, Agreement for Professional Services FCS Group July 6, 2006 Page 5 of 9 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 agc3inst 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 be required to indemnify and defend only in proportion to the negligence or omissions of the CONSULTANT. These indemnity provisions shall not require the CONSULTANT to defend or indemnify the CITY against any action based solely on the actions or alleged negligence of the CITY. 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 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, provision or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be found, 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. 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 en 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 No.7, Compensation, of this Agreement. Agreement for Professional Services FCS Group July 6, 2006 Page 6 of 9 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 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 attorney's fees. 21. Aoolicable 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 limitations shall commence no later than the substantial completion by the CONSULTANT of the services. 22. Caotions. 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 constitlJte 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 agr'eement 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. Agreement for Professional Services FCS Group July 6, 2006 Page 7 of 9 24. Entire Agreement. This Agreement contains the entire understanding of the parties hereto in respect to the transactions contemplated hereby and supersedes aU prior agreements and understandings between the parties with respect to such subject matter. 25. Counteroarts. 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. Agreement for Professional Services FCS Group July 6, 2006 Page 8 of 9 CITY OF AUBURN Ck~ Peter B Lewis, Mayor Date JUL 1 7 2006 ATTEST: AJ aJ:;d &~ Danielle E. Daskam, City Clerk FCS GROUP Solutions-Oriented Consulting .... BY:1,;t ~ , Print Name: ..:to HIv C-H I L-AjQ buc CI Title: '1'(21 rJc.if It L Federal Tax ID # Agreement for Professional Services FCS Group July 6, 2006 Page 9 of 9