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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.
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FCS Group
July 6, 2006
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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.
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FCS Group
July 6, 2006
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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
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FCS Group
July 6, 2006
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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:
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FCS Group
July 6, 2006
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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,
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FCS Group
July 6, 2006
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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.
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FCS Group
July 6, 2006
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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.
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July 6, 2006
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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.
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FCS Group
July 6, 2006
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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 #
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FCS Group
July 6, 2006
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