HomeMy WebLinkAboutAgreement with Thompson Consulting Group, Inc.CITY OF AUBURN AGREEMENT
FOR PROFESSIONALICONSULTING SERVICES
THIS AGREEMENT made and entered into on this day of ,-12020
("Effective Date"), by and between the CITY OF AUBURN, a municipal corporation oe State
of Washington (the"City") and THOMPSON CONSULTING GROUP, INC. (the "Consu 'ant" ).
WITNESSETH:
WHEREAS, the City is engaged in or preparing to be engaged in various municipal
functions, tasks and projects; and,
WHEREAS, it is in the City's best interests to have available the services of qualified
consultants who will be able to assist the City on projects related to federal appropriations; and,
WHEREAS, the City desires to retain the Consultant to provide such services; and,
WHEREAS, the Consultant is qualified and able to provide such consulting services in
connection with the City's needs, 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 tasks related to
efforts involving the City of Auburn, State of Washington, in addition to any other local,
state, or federal entities as deemed necessary by the City of Auburn, including:
a. Engaging in communication with appropriate representatives of various agencies and
entities who would be involved In such efforts, and
b. Providing legislative analysis and advocacy, and
c. Advising and consulting with the City regarding approaches and strategies on how to
promote opportunities advantageous to the City, and
d.--Engaging-in-such-other related tasks -as -are -assigned -by the -City -
2. Independent Contractor,
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.
3. Peftormange 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 Section 1 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 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.
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4. Consultant's Re resentations.
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. In advance of any such designation, the Mayor of the City of Auburn shall
serve in such designated capacity. 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. Examine and evaluate any and all studies, reports, memoranda, plans, and other
documents prepared by the Consultant in furtherance of the scope of services
hereof, 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 in this
Agreement, the City shall pay the Consultant a monthly fee of Eleven Thousand Dollars
($11,000.00) during the term hereof. The City shall also pay the Consultant's reasonable
travel expenses incurred in connection with work done in furtherance of the scope of
services. The Consultant shall submit to the City a monthly invoice or billing statement,
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.
Term of Agreement.
The Term of this Agreement shall commence on the Effective Date and shall terminate on
the 31 st day of December, 2020, unless otherwise agreed to in writing by the parties.
Ownership and Use of Documents.
All documents, reports, memoranda, 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.
% 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
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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_Aareement.
This Agreement shall be administered by Kate Babbo, 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 Consultant
Auburn City Niall Thompson Consulting Group, Inc.
25 West Main Street P.O. Box 2192
Auburn, WA 98001-4998 Tacoma, WA 98401
253-931-3000 253-879-1250
_nbackus a@auburnwa.gov kateb@thompsoncg.com
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 coverages and in the amounts
described below. The Consultant shall furnish evidence, satisfactory to the City, of ail 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 personal injury, death or
property damage in anyone occurrence.
b. Such workmen's compensation and other similar insurance as may be required by
law.
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c. Professional liability insurance with minimum liability limits of $1,040,000.
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 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 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 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 parry 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 herein.
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
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parties hereto and it does not create a contractual relationship with or exist for the benefit
of any third parry, 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 icing 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.
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 -contemplatedhereby -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.
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CITY OF AUBURN
•,l,`" A_
L .1
Approved as to form:
Kendra Comeau, City Attorney
THOMPSON CONSULTING GROUP,
INC.
Bir: Kateabbo, Consultant
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