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HomeMy WebLinkAboutR-1994-052 Argus Group• • • RESOLUTION NO. R-94 52 A RESOLUTION authorizing the City Manager and City Clerk of the City of Yakima to execute a professional services agreement between the City of Yakima and the Argus Group. WHEREAS, the City needs to obtain qualified professional services for the purpose of developing a business incubator plan for the enterprise community application to the U.S. Department of Housing and Urban Development; and WHEREAS, the City does not have staffing levels or specialized expertise necessary to develop said business incubator plan, and WHEREAS, the Argus Group has the expertise and experience necessary to develop said business incubator plan for the enterprise community application to the U S Department of Housing and Urban Development, and it is in the best interest of the City to contract to utilize their experience according to the terms and conditions of the attached agreement, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager and City Clerk are hereby authorized and directed to execute the attached and incorporated professional services agreement with the Argus Group for the purpose of developing a business incubator plan for the enterprise community application to the U.S Department of Housing and Urban Development. I ADOPTED BY THE CITY COUNCIL this&rd day of , 1994 ATTEST Mayor /<Gth a -w - ! ` c Yvi L City Clerk (1s)res/argus pm CITY OF YAKIMA Professional Services Agreement MAY 3,1994 THIS AGREEMENT made and entered into this 3rd day of May, 1994, between the City of Yakima, political subdivision of the State of Washington (hereinafter referred to as "CLIENT"), The Argus Group (hereinafter referred to as "CONSULTANT"). WITNESSETH WHEREAS, it is necessary to obtain qualified professional services for the purpose of application to the U. S. Department of Housing and Urban Development, and CLIENT has determined to utilize the services of CONSULTANT to accomplish such work; and WHEREAS, it is the intent of the parties hereto that such consulting services shall be in conformity with all applicable State and local laws and appropriate for the intended purpose; and WHEREAS, CONSULTANT has represented to CLIENT that is fully qualified and willing to provide the consulting services; and WHEREAS, the preparation of such consulting services is in the public interest and utilization of the special services of the CONSULTANT is necessary in order that such services be completed at the earliest possible date; NOW, THEREFORE, IT IS HEREBY AGREED by and between CLIENT and CONSULTANT as follows: 1. The services to be provided under the terms of the agreement shall be as specified in Exhibit "A" and by his reference incorporated herein. Modifications to the scope of services described in Exhibit "A" may be made administratively if set forth in writing and signed by each party's duly authorized representative; provided, however, that any modification which either increases the cost to CLIENT of CONSULTANT'S performance under this Agreement or alters the purpose of the Agreement may be made only with prior written approval of CLIENT. 2. CLIENT shall, as it deems necessary, furnish all data available in its offices, provide adequate staff participation, provide all studies, plans, and documents related to the proposed project, and cooperate with CONSULTANT in order to facilitate its expeditious accomplishment of the work. 1 3. Time is of the essence. Consultant agrees to commence work on the project within ten (10) days following the execution of this Agreement and diligently to continue it to completion in accordance with the schedule set out in Exhibit "A". 4. CONSULTANT agrees to provide oral presentations to CLIENT and at any public meetings and/or hearings and shall adequately explain any or all aspects of the work performed under this Agreement CLIENT agrees to notify CONSULTANT of the time and place of said oral presentations at least ten (10) days prior to the date of said presentation. 5. CONSULTANT will meet regularly, as needs dictate or as deemed necessary by CLIENT'S principal representative in order to facilitate coordination and to carry out the work program. 6. For satisfactorily furnishing services specified herein, CLIENT agrees to pay CONSULTANT a sum not to exceed six thousand,two hundred and fifty dollars. Payment shall be in thirds. One third at time of execution of contract, one-third at the mid point of the service contract ,and one third at the submission of the completed work. CONSULTANT shall submit a written :invoice for all payments clearly describing work completed. 7. TERM: CONSULTANT shall commence work immediately, May 3, 1994, and shall complete all services as described by June 1, 1994, when this professional services agreement shall terminate. 8. CONSULTANT hereby agrees that Jay Vlahakis is authorized to act for CONSULTANT in all matters pertaining to this application. CLIENT hereby agrees that Richard Zais Jr. is authorized to act, in person or through his designee, as representative for CLIENT in all matters pertaining to this application. It is understood and agreed by CONSULTANT and CLIENT that the authorized representatives may be changed by giving at least five (5) days prior notice in writing to the other party, naming the new authorized representative, subject, however, to the acceptance by CLIENT of CONSULTANT'S authorized representative. 9. All exhibits, data, and other work and materials prepared pursuant to this Agreement are, and shall remain, the property of CLIENT to be used by CLIENT as may be required. 10. In the performance of services pursuant to the provisions of this Agreement, CONSULTANT is acting as an independent contractor and not as an officer, employee, or agent of CLIENT. CONSULTANT has no authority to nor shall consultant represent that it has authorization to bind the City in any manor. 2 11. CONSULTANT shall not assign or transfer any interest in this Agreement without the prior written consent of CLIENT; provided, however, that claims for money due or to CONSULTANT from CLIENT under this Agreement may be assigned to a bank, trust company, or other financial institution without such approval. Notice of any such assignment or transfer shall be furnished promptly to CLIENT. 12. CONSULTANT represents that it does not now have any interest and shall hereafter acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement, CONSULTANT further convenants that in the performance of this Agreement, no person having any such interest shall be employed. 13. In connection with the performance of this Agreement, CONSULTANT shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, or natural origin. Such actions shall include, but not be limited to, the following: upgrading, demotion, or transfer; recruitment advertising; layoff or termination, rates of pay or other forms of compensation; and selection for training, including apprenticeship. CONSULTANT shall require any subcontractor to comply with this provision. 14. CONSULTANT shall indemnify and hold harmless CLIENT and its officers and employees from any and all claims, damages, or losses occurring or resulting to any persons, firms, or corporations who may suffer bodily injury or physical damage as a direct result of CONSULTANT'S or its subconsultants or agents negligent performance of this Agreement during the performance of work tasks by CONSULTANT. 15. CLIENT may, without cause, terminate this agreement by giving ten (10) days written notice. If the Agreement is so terminated, CLIENT shall be obligated to pay CONSULTANT, pursuant to this Agreement, the value of the services performed by CONSULTANT up to the date such notice is given by CLIENT. CONSULTANT may for good cause terminate this Agreement by giving ten (10) days written notice. This agreement represents the complete understanding between the parties with respect to matters set forth herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the date first written above. CITY OF YAKIMA JAY VLAHAICS,THE ARGUS GROUP By: By:, City Manager Principal -In -Charge Social Security Number Date: Date: ATTEST: Date: City Clerk APPROVED AS TO FORM: By: 4 City Attorney Exhibit A Scope of Services The CONSULTANT shall complete the following scope of services prior to June 1, 1994. L A complete business plan for a community based incubator to include: A. Description of services B. Operational Services C. Objectives D. Strategies E. Operations description F. Organization outline G. Job descriptions H. Management definition 1 Facility description J. Markets it would attract K. Market analysis L. Situation analysis M. Marketing strategies N. Competition defined O. Financial projections P. Funding sources identified The Consultant shall be required to recommend the potential success of the incubator and amount of subsidy required if necessary. PROFESSIONAL SERVICES AGREEMENT BETWEEN CITY OF YAKIMA AND �j) ARGUS GROUP, . 1 THIS AGREEMENT is made and entered into this 3,.d day of h'%y , 1994, by and be :�-n the City of Yakima, herein referred to as the "City,' and Argus Group, a - herein referred to as the "Consultant." WHEREAS, the City needs qualified professional services for the purpose of developing a business incubator plan for an enterprise community application to the U.S. Department of Housing and Urban Development. WHEREAS, the Consultant has the expertise and experience necessary to develop said business incubator plan for the enterprise community application to the U.S. Department of Housing and Urban Development, and agrees to perform such work and services for the City under the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth herein, it is agreed by and between the City and the Consultant as follows: 1. Professional Services. A. Work and Services. The Consultant shall provide the work and services contained and described in Exhibit "A," which is attached and hereby incorporated into this Agreement. B. Regular Meetings. Consultant also agrees to meet with the principal representative of the City on a regular basis and when requested to do so by said representative in order to facilitate the coordination and to carry out the work and services required under this Agreement. C. Oral Presentation. Upon request from the City and proper notification, the Consultant will provide oral presentations explaining any or all aspects of the work and services performed under this Agreement to the City and/or to the public. The City agrees to notify Consultant of the time and place of any requested oral presentation at least five (5) days prior to the date for the presentation. D. Information. The City shall furnish Consultant with all documents, data, information, and other items regarding the business incubator plan project and reasonably necessary to accomplish the work and services required under this Agreement. Page 1 of 6 (1s)agr/argus pm 2. Additional Work. During the term of this Agreement, the City and Consultant may mutually agree upon additional work to be performed by Consultant with respect to this project; provided, however, that before performing any such additional work, Consultant must receive the City's written authorization to perform such additional work. Any such additional work shall be governed by the terms and conditions of this Agreement and shall be incorporated herein as additional exhibits. 3. Property Rights. All exhibits, data, and other work and materials prepared pursuant to this Agreement are, and shall remain, the property of the City to be used by the City as may be required. 4. Consideration. In consideration of the Consultant's performance of all terms and conditions of this Agreement, the City agrees to pay Consultant a total sum not to exceed Six Thousand Two Hundred Fifty Dollars ($6,250.00). Payment shall be made in three (3) installments. A payment of Two Thousand Fifty Dollars ($2,050.00) shall be made to the Consultant at the time of the execution of this Agreement. A second payment of Two Thousand Fifty Dollars ($2,050.00) shall be made to the Consultant on Wednesday, May 18, 1994. A final payment of Two Thousand Fifty Dollars ($2,050.00) shall be paid to the Consultant when Consultant completes all remaining services and work required under this Agreement. The second and third payments are expressly conditioned upon the Consultant providing satisfactory work and services to the City and corresponding documentation evidencing/describing said completed work and services to the City Community and Economic Development Director. 5. Term of Agreement. Consultant shall commence services and work on May 3, 1994 and shall complete all services and work required by this Agreement on or by June 1, 1994. Consultant shall make whatever time investments are necessary for the full completion of said services and work on or by June 1, 1994. 6. Authorized Representative. Consultant agrees that Jay Vlahakis is authorized to act for Consultant in all matters pertaining to this Agreement. It is understood and agreed that Consultant may designate a different authorized representative upon written notice to the City. The notice shall name the new authorized representative. Designation of the new authorized representative shall be subject to the express acceptance and approval by the City. Page 2 of 6 (1s)agr/argus pm 7. Independent Contractor. Consultant and the City understand and expressly agree that Consultant is an independent contractor, and none of Consultant's employees shall be considered an employee of the City. Consultant and Consultant's employees shall make no claim of City employment or claim any related employment benefits from the City, including but not limited to, medical benefits, social security, and retirement. Consultant has no authority to nor shall Consultant represent that it has authorization to bind the City in any manner. 8. No Conflict of Interest. Consultant represents that it or its employees do not have any interest and shall not hereafter acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of this Agreement. Consultant further covenants that it will not hire anyone or any entity having such a conflict of interest during the performance of this Agreement. 9. Taxes and Assessments. Consultant shall be solely responsible for compensating its employees and for paying all related taxes, deductions, and assessments, including but not limited to, federal income tax, FICA, social security tax, assessments for unemployment and industrial injury, and other deductions from income which may be required by law or assessed against either party as a result of this Agreement. In the event the City is assessed a tax or assessment as a result of this Agreement, Consultant shall pay the same before it becomes due. 10. Discrimination. Consultant shall not discriminate against any employee or applicant on the grounds of race, creed, color, religion, national origin, sex, marital status, age, or the presence of any sensory, mental, or physical handicap. Such action shall include but not be limited to: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff of termination; rates of pay or other forms of compensation; and programs for training including apprenticeships. 11. Compliance With Law. Consultant agrees to perform the services and work under and pursuant to this Agreement in full compliance with any and all applicable laws, rules, and regulations adopted or promulgated by any governmental agency or regulatory body, whether federal, state, local, or otherwise. 12. No Insurance. It is understood the City does not maintain liability insurance for Consultant or its employees. Page 3 of 6 (1s)agr/argus pm 13. Hold Harmless. Consultant shall defend, indemnify, and hold harmless the City, its agents, officers, and employees from and against all claims, causes of action, damages, losses, and expenses of any kind or nature whatsoever, including but not limited to, attorney's fees and court costs, arising out of, relating to, or resulting from Consultant's performance of this Agreement. 14. Assignment. This Agreement, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part by Consultant to any other person or entity without the prior written consent of the City. In the event that such prior written consent to an assignment is granted, then the assignee shall assume all duties, obligations, and liabilities of Consultant as stated herein. 15. Termination. The City may terminate this Agreement with or without cause, by giving Consultant five (5) days written notice of termination. If the Agreement is so terminated, the City shall pay Consultant such portion of the compensation allocable to services performed prior to the termination date. Consultant may terminate this Agreement for good cause by giving five (5) days written notice to the City. 16. Damages. If for any reason Consultant fails to provide the services and work as specified in this Agreement and the City is forced to secure such services and work from another party or entity, Consultant shall be liable for any and all additional expenses to fulfill its obligation to the City under this Agreement. This provision shall not serve as a limitation upon other damages that may be available to the City pursuant to statutory and/or common law. 17. Severability. If any portion of this Agreement is changed per mutual agreement or any portion is held invalid, the remainder of the Agreement shall remain in full force and effect. 18. Interpretation. This Agreement, together with the exhibits attached hereto, constitutes the entire agreement between the parties. No changes or additions to this Agreement shall be valid or binding upon either party unless such change or addition be in writing and executed by both parties. Page 4 of 6 (1s)agr/argus pm 19. Notices. Unless stated otherwise, all notices and demand shall be in writing and sent to the parties to their addresses as follows: TO CITY: TO CONSULTANT: Community & Economic Development Director City Hall 129 North 2nd Street Yakima, WA 98901 Argus Group, Imo:`'` 1600 Sacramento Inn Way, # 126 Sacramento, CA 95815 or to such addresses as the parties may hereafter designate in writing. Notices and/or demands shall be sent by registered or certified mail, postage prepaid. Such notices shall be deemed effective when mailed or hand delivered at the addresses specified above. 20. Governing Law. This Agreement and the attachment hereto shall be governed and construed in accordance with the laws of the State of Washington. 21. Attorney's Fees. In the event that any suit or action is instituted by either party to enforce the compliance with or interpret any of the terms, covenants, or conditions of this Agreement, the prevailing party shall be entitled to collect, in addition to necessary court costs, such sums as the court may adjudge as reasonable attorney's fees. The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Washington. CITY OF YAKIMA ARGUS GROUP, INC. By: By: Dick Zai City Manager Its: ATTEST: City Clerk CITY CONTRACT NO: Page 5 of 6 (1s)agr/argus pm L/3 / c Li -SA State of Washington County of Yakima :ss. I certify that I know or have satisfactory evidence that is the person who appeared before me, and said person acknowledged that he/she signed this instrument, on oath stated that he/she was authorized to execute the instrument and acknowledged it as the of Argus Group, Inc., to be the free and voluntary act of such party for the uses and purposes mentioned in the instrument. DATED: Page 6 of 6 (1s)agr/argus pm NOTARY PUBLIC in and for the State of Washington, residing a My commission expires: Exhibit A Scope of Services The CONSULTANT shall complete the following scope of services prior to June 1, 1994. 1. A complete business plan for a community based incubator to include: A. Description of services B. Operational Services C. Objectives D. Strategies E. Operations description F. Organization outline G. Job descriptions H. Management definition 1. Facility description J. Markets it would attract K. Market analysis L. Situation analysis M. Marketing strategies N. Competition defined O. Financial projections P. Funding sources identified The Consultant shall be required to recommend the potential success of the incubator and amount of subsidy required if necessary.