HomeMy WebLinkAboutBarry Strock Consulting Associates, Inc. - Spot Review Project AGREEMENT
BETWEEN
CITY OF YAKIMA, WASHINGTON AND
BARRY STROCK CONSULTING ASSOCIATES, INC.
FOR PROFESSIONAL SERVICES
THIS AGREEMENT, effective on January 7, 2014 by and between the City of
Yakima, Washington, a municipal corporation with its principal office at 129 North
Second Street, Yakima, Washington 98901 (hereafter referred to as "CITY "), and
BARRY STROCK CONSULTING ASSOCIATES, INC., a New York corporation with
its principal office at 154 Rosemont Street, Albany, New York 12206 (hereafter referred
to as "CONSULTANT "), and said corporation is licensed to do business in the State of
Washington; and CONSULTANT will provide services pursuant to this Agreement
(hereafter referred to as "SERVICES ").
RECITALS
WHEREAS, CITY desires to retain the CONSULTANT to provide services
described in this Agreement and subsequent Amendments thereto; and
WHEREAS, CONSULTANT represents that it has available and offers to provide
personnel with knowledge and experience necessary to satisfactorily accomplish the work
within the required time and that it has no conflicts of interest prohibited by law from
entering into this Agreement;
NOW, THEREFORE, CITY and CONSULTANT agree as follows:
SECTION 1 INCORPORATION OF RECITALS
1.1 The above recitals are incorporated into these operative provisions of the
Agreement.
SECTION 2 SCOPE OF SERVICES
2.1 CONSULTANT agrees to perform those services described hereafter. Unless
modified in writing by both parties, duties of CONSULTANT shall not be
construed to exceed those services specifically set forth herein.
2.2 CONSULTANT shall use its best efforts to maintain continuity in personnel and
shall assign Barry Strock as Consultant -in- Charge throughout the term of this
Agreement unless other personnel are approved by the CITY.
2.3 Basic Services. CONSULTANT agrees to perform the services as follows: The
° CONSULTANT will act as a facilitator of requesting, analyzing and summarizing
findings concerning a spot review of certain accounts. This will be a high level
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review of materials. There is a $10,000 budgetary cap or maximum for the
services pursuant to the Agreement. The below chart is an approximate estimate
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of activities and services, and can be amended if the City desires additional work
or on -site visits.
Title: City of Yakima, WA SPOT REVIEW project
Bidder: Barry Strock Consulting Associates, Inc. Projected Hours
Date: 7- Jan -14 Strock Harris
Tasks Estimated ' Estimated Totals Estimated Number of
Hours Hours Costs On -Site
Visits
DISCOVERY: Phone Interviews, document 30 10 40 $7,200 0
reviews, and process assessment
2 FINDINGS 10 0 10 $1,800 1
ONE ON SITE PRESENTATION [includes $1,000
travel time, airfare, hotel, meals, car rental] for
one person trip; maximum cost is up to $1,000
for one on site presentation.
Total Price Not To Exceed $10,000
** Price quoted is net price in US Dollars
Projected hours include preparation, research, off site, on site, travel, and presentation hours.
On site visit is the estimated number of visits. Any number of visits required by client beyond the estimate are billable.
Maximum price for travel includes airfare, hotels, meals, car rentals, travel time, parking. Travel invoices to be submitted.
If the projected labor loading of hours or trips were to change, then the cost projections will change.
2.4 Additional Services: CITY and CONSULTANT agree that not all WORK to be
performed by CONSULTANT can be defined in detail at the time this Agreement
is executed, and that additional WORK related to the Project and not covered in
this Agreement may be needed during performance of this Agreement. CITY
may, at any time, by written order, direct the CONSULTANT to revise portions
of the WORK previously completed in a satisfactory manner, delete portions of
the WORK, or request that the CONSULTANT perform additional WORK
beyond the scope of the WORK. Such changes hereinafter shall be referred to as
"Additional Services."
. 2.4.1 If such Additional Services cause an increase or decrease in the
CONSULTANT'S cost of, or time required for, performance of any
services under this Agreement, a contract price and /or completion time
adjustment pursuant to this Agreement shall be made and this Agreement
shall be modified in writing accordingly.
2.4.2 Compensation for each such request for Additional Services shall be
negotiated by the CITY and the CONSULTANT according to the
provisions set forth in this Agreement, and if so authorized, shall be
considered part of the WORK. The CONSULTANT shall not perform
any Additional Services until so authorized by CITY and agreed to by the
CONSULTANT in writing.
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2.5 The CONSULTANT must assert any claim for adjustment in writing within thirty
(30) days from the date of the CONSULTANT's receipt of the written notification
of change. -
SECTION 3 CITY'S RESPONSIBILITIES
3.1 CITY - FURNISHED DATA: The CITY will provide to the CONSULTANT all
technical data in the CITY'S possession relating to the CONSULTANT'S services
on the WORK.
3.2 ACCESS TO FACILITIES AND PROPERTY: The CITY will make its facilities
reasonably accessible to CONSULTANT as required for CONSULTANT'S
performance of its services and will provide labor and equipment as reasonably
required by CONSULTANT for such access.
3.3 TIMELY REVIEW: The CITY will examine the CONSULTANT'S studies,
reports, proposals, and other documents; obtain advice of an attorney, insurance
counselor, accountant, auditor, bond and financial advisors, and other consultants
as CITY deems appropriate; and render in'writing decisions required of CITY in a
timely manner. Such examinations and decisions, however, shall not relieve the
CONSULTANT of any contractual obligations nor of its duty to render
professional services meeting the standards of care for its profession.
3.4 CITY shall appoint a CITY'S Representative with respect to WORK to be
performed under this Agreement. CITY'S Representative shall have complete
authority to transmit instructions and receive information. CONSULTANT shall
be entitled to reasonably rely on such instructions made by the CITY'S
Representative unless otherwise directed in writing by the CITY, but
CONSULTANT shall be responsible for bringing to the attention of the CITY'S
Representative any instructions which the CONSULTANT believes are
inadequate, incomplete, or inaccurate based upon the CONSULTANT'S
knowledge.
3.5 Any documents, services, and reports provided by the CITY to the
CONSULTANT are available solely as additional information to the
CONSULTANT and will not relieve the CONSULTANT of its duties and
obligations under this Agreement or at law. The CONSULTANT shall be entitled
to reasonably rely upon the accuracy and the completeness of such documents,
services and reports, but shall be responsible for exercising customary
professional care in using and reviewing such documents, services and reports,
and drawing conclusions there from.
SECTION 4 COMPLETION
4.1 It is anticipated the services will be completed by April 30, 2014 or sooner.
Unless extended in writing, the term of this Agreement ends on April 30, 2014.
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SECTION 5 COMPENSATION
5.1 COMPENSATION ON A TIME SPENT BASIS AT SPECIFIC HOURLY
RATES: For the services described in this Agreement, compensation shall be
according to the rate of $180 an hour, on a time spent basis plus reimbursement
for direct non - salary expenses.
5.1.1 DIRECT NON - SALARY EXPENSES: Direct Non - Salary Expenses are
those costs incurred on or directly for the PROJECT including, but not
limited to, necessary transportation costs, including current rates for
CONSULTANT'S vehicles; meals and lodging; tests and analyses;
printing, binding and reproduction charges; all costs associated with other
outside nonprofessional services and facilities; and other similar costs.
Reimbursement for Direct Non - Salary Expenses will be on the basis of
actual charges and on the basis of current rates when furnished by
CONSULTANT. Estimated Direct Non - Salary Expenses are shown in the
chart in Section 2.3 of this Agreement.
5.1.1.1 Travel costs, including transportation, lodging, subsistence, and
incidental expenses incurred by employees of the
CONSULTANT and each of the Subconsultants in connection
with PROJECT WORK; provided, as follows:
• The maximum travel costs are capped at $1,000 for the one
on site presentation referred to in the chart in Section 2.3.
• That a maximum of U.S. INTERNAL REVENUE
SERVICE allowed cents per mile will be paid for the
operation, maintenance, and depreciation costs of company
or individually owned vehicles for that portion of time they
are used for WORK. CONSULTANT, whenever possible,
will use the least expensive form of ground transportation.
• That reimbursement for meals inclusive of tips shall not
exceed a maximum of Forty Dollars ($40) per day per
person. This rate may be adjusted on a yearly basis.
• That accommodation shall be at a reasonably priced
hotel /motel.
• That air travel shall be by coach class, and shall be used
only when absolutely necessary.
• Invoices will be provided for all travel expenses for which
reimbursement is requested.
5.1.2 Telephone charges, computer charges, in -house reproduction charges, first
class postage, and FAX charges are not included in the direct expense
costs, but are considered included in the hourly billing rates.
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5.2 Unless specifically authorized in writing by the CITY, the total budgetary amount
for this PROJECT shall not exceed Ten Thousand Dollars ($10,000). The
CONSULTANT will make reasonable efforts to complete the WORK within the
budget and will keep CITY informed of progress toward that end so that the
budget or WORK effort can be adjusted if found necessary. The CONSULTANT
is not obligated to incur costs beyond the indicated budget, as may be adjusted,
nor is the CITY obligated to pay the CONSULTANT beyond these limits. When
any budget has been increased, the CONSULTANT'S excess costs expended prior
to such increase will be allowable to the same extent as if such costs had been
incurred after the approved increase, and provided that the City was informed in
writing at the time such costs were incurred.
5.3 Proposed Payment Schedule
The CONSULTANT shall submit to the City's Representative an invoice each
month for payment for services completed for the prior month. Such invoices
shall be for SERVICES and WORK performed and costs incurred prior to the
date of the invoice and not covered by previously submitted invoices. The
CONSULTANT shall submit with each invoice a summary of time expended on
the PROJECT for the current billing period, and any other supporting materials
determined by the CITY necessary to substantiate the costs incurred. CITY will
use its best efforts to pay such invoices within thirty (30) days of receipt and upon
approval of the WORK done and amount billed. CITY will notify the
CONSULTANT promptly if any problems are noted with the invoice. CITY may
question any item in an invoice, noting to CONSULTANT the questionable
item(s) and withholding payment for such item(s). The CONSULTANT may
resubmit such item(s) in a subsequent invoice together with additional supporting
information required.
5.4 Payment terms are net 30 after receipt of approved invoice(s).
SECTION 6 RESPONSIBILITY OF CONSULTANT
6.1 INDEMNIFICATION AND HOLD HARMLESS:
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(a) CONSULTANT agrees to protect, defend, indemnify, and hold harmless
the CITY, its elected officials, officers, employees and agents from any
and all claims, demands, losses, liens, liabilities, penalties, fines, lawsuits,
and other proceedings and all judgments, awards, costs and expenses
(including reasonable attorneys' fees and disbursements) resulting from or
caused by any negligent act and /or omission of the CONSULTANT, its
officers, employees, agents, and /or subcontractors arising out of the
performance of this Agreement.
(b) CITY agrees to indemnify and hold the CONSULTANT harmless from
loss, cost, or expense of any kind claimed by third parties, including
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without limitation such loss cost, or expense resultin from injuries to
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persons or damages to property caused solely by the negligence or willful
misconduct of the CITY, its employees, or agents in connection with the
services pursuant to this Agreement
(c) ' I f the negligence o r willful misconduct of both CONSULTANT and the
CITY {or a'person identified abov' for whom each is liable) is a cause of
such third party claim the loss cost ar e shall be shared b
CONSULTANT and the CITY in proportion to .their relative degrees of
negligence or willful misconduct and the right of indemnity will apply for
00 000,00
(a) ng c Agreement shall -be construed to
create a liability or a right of indemnification in any third party.
'6:2 In :any -and all claims by an employee o f the .CONSULTAN1', any subcontractor,
anyone directly or indirectly employed by any of them, or anyone far, whose acts
• :: any of them may be liable, th_ e indemnification obligations under this`' Agreement
. shall • not be limited in any way by any limitation an the amount or types of
damages, compensation, or benefits payable by or for :the CONSULTANT or a
subcontractor under workers' or workmens' compensation acts,- disability benefit
acts, or other employee benefit acts.
CONSULTANTS INITIALS CITY'S INITIALS
SECTION ; 7 AUDIT AND ACCESS TO RECORDS
.e subconsultants, Maintain records
SULTANT g - ..., yp..,.,.„ to performance of the WORK
7:1 The CON , including subconsultants, shall Maintain bool.s records,
. documents and . other evide direetl e rtinen t
under this Agreement in accordance with generally accepted ac
principles and practices consistent applied. . The CITY, or the CITY'S duly
authorized representative shall have access such books, records, documents,
and other evidence for inspection, audit, and copying for a period of three years
after' completion of the WORK. The CITY `shall also have access to such books,
records, and documents during the performance of the WORK, if deemed
necessary by the CITY, to verify the CONSULTANT'S WORK. and invoices.
7.2 Audits conducted pursuant to this section shall be in accordance with generally
accepted auditing standards and established procedures and guidelines of the
• reviewing or auditing agency.
• 7.3 The CONSULTANT agrees to the disclosure of all information and . reports
resulting from access to records pursuant to this." section provided that the
CONSULTANT is afforded the opportunity for a n . audit exit conference and an
opportunity to comment and submit any supporting documentation on the
pertinent portions of the draft audit report and that the final audit report will
include written comments, if any, of the CONSULTANT.
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7.4 The CONSULTANT shall ensure that the foregoing paragraphs are included in
each subcontract for WORK.
7.5 Any charges of the CONSULTANT paid by the CITY which are found by an
audit to be inadequately substantiated shall be reimbursed to the CITY.
SECTION 8 INSURANCE
8.1 At all times during performance of the Services, CONSULTANT shall secure and
maintain in effect insurance to protect the CITY and the CONSULTANT from
and against all claims, damages, losses, and expenses arising out of or resulting
from the performance of this Agreement. CONSULTANT shall provide and
maintain in force insurance in limits no less than that stated below, as applicable.
The CITY reserves the rights to require higher limits should it deem it necessary
in the best interest of the public.
8.1.1 Commercial General Liability Insurance. Before this Agreement is
fully executed by the parties, CONSULTANT shall provide the CITY with a
certificate of insurance as proof of commercial liability insurance and commercial
umbrella liability insurance with a total minimum liability limit of Two Million
Dollars ($2,000,000.00) per occurrence combined single limit bodily injury and
property damage, and Two Million Dollars ($2,000,000.00) general aggregate. The
certificate shall clearly state who the provider is, the coverage amount, the policy
number, and when the policy and provisions provided are in effect. Said policy shall
be in effect for the duration of this Agreement. The policy shall name the CITY, its
elected officials, officers, employees, agents and volunteers as additional insureds,
and shall contain a clause that the insurer will not cancel or change the insurance
without first giving the CITY thirty (30) calendar days prior written notice. The
insurance shall be with an insurance company or companies rated A -VII or higher in
Best's Guide and admitted in the State of Washington.
8.1.2 Commercial Automobile Liability Insurance.
a. If CONSULTANT owns any vehicles, before this Agreement is
fully executed by the parties, CONSULTANT shall provide the CITY
with a certificate of insurance as proof of commercial automobile
liability insurance and commercial umbrella liability insurance with a
total minimum liability limit of Two Million Dollars ($2,000,000.00)
per occurrence combined single limit bodily injury and property
damage. Automobile liability will apply to "Any Auto" and be shown
on the certificate.
b. If CONSULTANT does not own any vehicles, only "Non -owned
and Hired Automobile Liability" will be required and may be added to
the commercial liability coverage at the same limits as required in that
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section of this Agreement, which is Section 8.1.1 entitled "Commercial
General Liability Insurance ".
c. Under either situation described above in Section 8.1.1 and Section
8.1.2, the required certificate of insurance shall clearly state who the
provider is, the coverage amount, the policy number, and when the
policy and provisions provided are in effect. Said policy shall be in
effect for the duration of this Agreement. The policy shall name the
CITY, its elected officials, officers, employees, agents and volunteers as
additional insureds, and shall contain a clause that the insurer will not
cancel or change the insurance without first giving the CITY thirty (30)
calendar days prior written notice. The insurance shall be with an
insurance company or companies rated A -VII or higher in Best's Guide
and admitted in the State of Washington.
8.1.3 Statutory workers' compensation and employer's liability insurance as
required by state law.
SECTION 9 SUBCONTRACTS
9.1 CONSULTANT shall be entitled, to the extent determined appropriate by
CONSULTANT, to subcontract any portion of the WORK to be performed under
this Agreement, provided, however, that the CITY is notified in advance and
provides permission in writing in advance.
SECTION 10 ASSIGNMENT
10.1 This Agreement is binding on the heirs, successors and assigns of the parties
hereto. This Agreement may not be assigned by CITY or CONSULTANT
without prior written consent of the other, which consent will not be unreasonably
withheld. It is expressly intended and agreed that no third party beneficiaries are
created by this Agreement, and that the rights and remedies provided herein shall
inure only to the benefit of the parties to this Agreement.
SECTION 11 INTEGRATION
11.1 This Agreement represents the entire understanding of CITY and CONSULTANT
as to those matters contained herein. No prior oral or written understanding shall
be of any force or effect with respect to those matters covered herein. This
Agreement may not be modified or altered except in writing signed by both
parties.
SECTION 12 JURISDICTION AND VENUE
12.1 This Agreement shall be administered and interpreted under the laws of the State
of Washington. Jurisdiction of litigation arising from this Agreement shall be in
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Washington State. If any part of this Agreement is found to conflict with
applicable laws, such part shall be inoperative, null, and void insofar as it
conflicts with said laws, but the remainder of this Agreement shall be in full force
and effect. Venue of all disputes arising under this Agreement shall be Yakima
County, State of Washington.
SECTION 13 EQUAL EMPLOYMENT and NONDISCRIMINATION
13.1 During the performance of this Agreement, CONSULTANT and
CONSULTANT's subconsultants shall not discriminate in violation of any
applicable federal, state and /or local law or regulation on the basis of age, sex,
race, creed, religion, color, national origin, marital status, disability, honorably
discharged veteran or military status, pregnancy, sexual orientation, and any other
classification protected under federal, state, or local law. This provision shall
include but not be limited to the following: employment, upgrading, demotion,
transfer, recruitment, advertising, layoff or termination, rates of pay or other
forms of compensation, selection for training, and the provision of services under
this Agreement. CONSULTANT agrees to comply with the applicable
provisions of State and Federal Equal Employment Opportunity and
Nondiscrimination statutes and regulations.
SECTION 14 SUSPENSION OF WORK
14.1 CITY may suspend, in writing by certified mail, all or a portion of the WORK
under this Agreement if unforeseen circumstances beyond CITY'S control are
interfering with normal progress of the WORK. CONSULTANT may suspend, in
writing by certified mail, all or a portion of the WORK under this Agreement if
unforeseen circumstances beyond CONSULTANT's control are interfering with
normal progress of the WORK. CONSULTANT may suspend WORK on
PROJECT in the event CITY does not pay invoices when due, except where
otherwise provided by this Agreement. The time for completion of the WORK
shall be extended by the number of days WORK is suspended. If the period of
suspension exceeds ninety (90) days, the terms of this Agreement are subject to
renegotiation, and both parties are granted the option to terminate WORK on the
suspended portion of Project in accordance with Section 15.
SECTION 15 TERMINATION OF WORK
15.1 Either party may terminate this Agreement, in whole or in part, if the other party
materially breaches its obligations under this Agreement and is in default through
no fault of the terminating party. However, no such termination may be effected
unless the other party is given: (1) not less than fifteen (15) calendar days written
notice delivered by certified mail, return receipt requested, of intent to terminate;
and (2) an opportunity for consultation and for cure with the terminating party
before termination. Notice shall be considered issued within seventy -two (72)
hours of mailing by certified mail to the place of business of either party as set
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forth in this Agreement. In addition to sending it by certified mail, the
termination notice shall be faxed to the other party.
15.2 In addition to termination under subsection 15.1 of this Section, CITY may
terminate this Agreement for its convenience, in whole or in part, provided the
CONSULTANT is given: (1) not less than fifteen (15) calendar days written
notice delivered by certified mail, return receipt requested, of intent to terminate;
and (2) an opportunity for consultation with CITY before termination.
15.3 If CITY terminates for default on the part of the CONSULTANT, an adjustment
in the contract price pursuant to the Agreement shall be made, but (1) no amount
shall be allowed for anticipated profit on unperformed services or other WORK,
and (2) any payment due to the CONSULTANT at the time of termination may be
adjusted to the extent of any additional costs or damages CITY has incurred, or is
likely to incur, because of the CONSULTANT'S breach. In such event, CITY
shall consider the amount of WORK originally required which was satisfactorily
completed to date of termination, whether that WORK is in a form or of a type
which is usable and suitable to CITY at the date of termination and the cost to
CITY of completing the WORK itself or of employing another firm to complete
it. Under no circumstances shall payments made under this provision exceed the
contract price. In the event of default, the CONSULTANT agrees to pay CITY
for any and all damages, costs, and expenses whether directly, indirectly, or
consequentially caused by said default. This provision shall not preclude CITY
from filing claims and /or commencing litigation to secure compensation for
damages incurred beyond that covered by contract retainage or other withheld
payments.
15.4 If the CONSULTANT terminates for default on the part of CITY or if CITY
terminates for convenience, the adjustment pursuant to the Agreement shall
include payment for services satisfactorily performed to the date of termination, in
addition to termination settlement costs the CONSULTANT reasonably incurs
relating to commitments which had become firm before the termination, unless
CITY determines to assume said commitments.
15.5 Upon receipt of a termination notice under subsections 15.1 or 15.2 above, the
CONSULTANT shall (1) promptly discontinue all services affected (unless the
notice directs otherwise), and (2) deliver or otherwise make available to CITY all
originals of data, drawings, specifications, calculations, reports, estimates,
summaries, and such other information, documents, and materials as the
CONSULTANT or its subconsultants may have accumulated or prepared in
performing this Agreement, whether completed or in progress, with the
CONSULTANT retaining copies of the same.
15.6 Upon termination under any subsection above, CITY reserves the right to
prosecute the WORK to completion utilizing other qualified firms or individuals;
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provided, the CONSULTANT shall have no responsibility to prosecute further
WORK thereon.
15.7 If, after termination for failure of the CONSULTANT to fulfill contractual
obligations, it is determined that the CONSULTANT has not so failed, the
termination shall be deemed to have been effected for the convenience of CITY.
In such event, the adjustment pursuant to the Agreement shall be determined as
set forth in subsection 15.4 of this Section.
15.8 If, because of death, unavailability or any other occurrence, it becomes impossible
for any key personnel employed by the CONSULTANT in PROJECT WORK or
for any corporate officer of the CONSULTANT to render his services to the
PROJECT, the CONSULTANT shall not be relieved of its obligations to
complete performance under this Agreement without the concurrence and written
approval of CITY. If CITY agrees to termination of this Agreement under this
provision, payment shall be made as set forth in subsection 15.3 of this Section.
SECTION 16 DISPUTE RESOLUTION
16.1 In the event that any dispute shall arise as to the interpretation of this Agreement,
or in the event of a notice of default as to whether such default does constitute a
breach of the Agreement, and if the parties hereto cannot mutually settle such
differences, then the parties shall first pursue mediation as a means to resolve the
dispute. If the aforementioned methods are either not successful then any dispute
relating to this Agreement shall be decided in the courts of Yakima County, in
accordance with the laws of Washington. If both parties consent in writing, other
available means of dispute resolution may be implemented.
SECTION 17 NOTICE
17.1 Any notice required to be given under the terms of this Agreement shall be
directed to the party at the address set forth below. Notice shall be considered
issued and effective upon receipt thereof by the addressee -party, or seventy -two
(72) hours after mailing by certified mail to the place of business set forth below,
whichever is earlier.
CITY: City of Yakima
Attn: Tony O'Rourke, City Manager
129 North 2 Street
Yakima, WA 98901
CONSULTANT: Barry Strock Consulting Associates, Inc.
Attn: Barry Strock, President
154 Rosemont Street
Albany, NY 12206
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IN WITNESS WHEREOF, the parties hereto have caused this, agreement to be
executed by their 'respective authorized officers or representatives as of the day and year
first above }written.
CITY-OF YAKIMA BARRY STRUCK CONSULTING
ASS• r.
Ton`* •'Rou City Manager Barry Strock Pt
DATE: 'row DA t
A/
City Clerk . V
City. Contract No.: �b/ . 0 0 -
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