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HomeMy WebLinkAboutR-1995-139 William Caruso & Associates, Inc.i t RESOLUTION NO. R-95- 139 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 William Caruso & Associates, Inc WHEREAS, the City of Yakima desires to develop a Request for Proposal and Contract Document Package for kitchen design and catering services for the Yakima Convention Center (hereafter "Center"), and WHEREAS, neither the City nor the Center have the staffing levels or specialized expertise necessary to develop said Request. for Proposal and Contract Document Package; and WHEREAS, William Caruso & Associates, Inc has the experience and expertise necessary and is willing to develop said Request for Proposal and Contract Document Package in accordance with the terms and conditions of the attached Agreement; and WHEREAS, the City Council has determined that it is in the best interest of the City to contract with William Caruso & Associates, Inc for development of said Request for Proposal and Contract Document Package in accordance with 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 Between the City of Yakima and William Caruso & Associates, Inc for purposes of developing a Request for Proposal and Contract Document Package for kitchen design and catering services for the Yakima Convention Center ADOPTED BY THE CITY COUNCIL this 17th day of October, 1995 Af2A,cei ATTEST Mayor 1 ia)r.,/cuu.c p• City Clerk PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF YAKIMA AND WILLIAM CARUSO & ASSOCIATES, INC. st THIS AGREEMENT is made and entered into this L day of , 1995, by and between the CITY OF YAKIMA, (herein referred to as the "City"), and WILLIAM CARUSO & ASSOCIATES, INC., (herein referred to as the "Consultant"). WHEREAS, the City desires to develop a Request for Proposal Contract Document Package for kitchen design and catering services for the Yakima Convention Center (hereafter "Center"); and WHEREAS, neither the City nor the Center have the staffing levels or the specialized expertise necessary to develop said Request for Proposal and Contract Document Package; and WHEREAS, William Caruso & Associates, Inc. has the experience and expertise necessary and is willing to develop said Request for Proposal and Contract Document Package in accordance with the terms and conditions of 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. Scope of Professional Services. Consultant will develop a Request for Proposal and Contract Document Package for the Center. Specifically, Consultant will provide the following services: a. Meet with representatives of Bureau and City to finalize all data pertinent to defining the overall requirements for the kitchen and the future food and beverage service system anticipated for this project. b. Prepare a Request for Proposal and Contract Document Package outlining the minimum caterer information required to effectively evaluate potential caterers. At a minimum, the information required will include the following: i. Background • History • Financial strength • Existing operations • Management depth • Management expertise Page 1 of 6 (L)agr/caruso.pm • Resumes of key staff members anticipated to be involved in this project • Service capability • Staffing provisions • Marketing and merchandise expertise • Vending background and services provided • Understanding demand factors • Cycle menu examples • Operational cost schedules • Auxiliary dining service expertise • Training and staff promotion plans • Food grading standards • Uniform standards • Sanitation and upkeep and reporting procedures • Sales reporting methodology • Audit controls • Insurance liability limits • Schedule of employee wages • Management fee quotations • Architectural design, construction and financial contributions. ii. Have all prospective caterers visit the facilities and/or at a minimum, review the architectural plan and operational criteria with representatives of the City and the Center, and provide an analysis of their visit and/or review. Information required in the analysis will include: • Marketing and operational strategy • A five-year financial plan • Suggestions for the type of service, menus, pricing, etc. that the caterer feels would be most viable for this type of operation. iii. Request from prospective caterers a suggested structure of the management contract with term and operator fee(s) noted, as well as the basis for such. iv. Any other information the prospective caterer feels will further illustrate their expertise to operate facilities of the magnitude and size noted in this project. c. Recommend to the City the contract food service catering firms which are capable of handling operation of the facility in question. d. Forward a completed Request for Proposal and Contract Document Package to all recommended prospective caterers (as approved by the City), and during the interim bidding period, monitor and answer all Page 2 of 6 (ls)agr/caruso.pm questions, comments and related items pertaining thereto to the Request for Proposal and Contract Document Package. e. After receipt and review of the formal bid packages from potential caterers, the Consultant will plan to attend a formal presentation of proposals to the City and act on behalf of the City as a monitoring influence during those meetings. The Consultant will recommend a short list of those qualified firms that are most capable of providing kitchen design services and operating the food service facilities based on the criteria and information contained in each prospective caterer's proposal documents. f. If required by the City, Consultant will schedule trips to visit the existing facilities of short-listed potential caterers in order to analyze their operation and managerial expertise levels. g. Upon completion of the above, Consultant will recommend the prospective caterer whom the Consultant believes is most qualified to provide kitchen design services and operate the food service facilities. h. Consultant will assist the City in management contract negotiations with the selected caterer. The Consultant will provide a customized food service contract document for review and approval by the City. i. Consultant will provide complete written documentation of all steps of the selection process as described above. 3. Property Rights. All drawings, specifications, plans, and reports prepared by Consultant in connection with the project, and any copies thereof, are the exclusive property of the City to be used by the City as may be required. 4. Consideration. The City agrees to compensate Consultant for services rendered a total sum of Seven Thousand Nine Hundred Dollars ($7,900.00), which amount includes all compensation for time, services, overhead costs, and expenses incurred pursuant to this Agreement, except as otherwise provided below. In addition to the Seven Thousand Nine Hundred Dollar ($7,900.00) compensation, the City shall reimburse the Consultant for the actual and reasonable costs incurred by the Consultant for out-of-town transportation and subsistence to the extent required and authorized by the Yakima City Manager. Consultant shall submit to the City monthly invoices itemizing work completed to date, together with all transportation and subsistence costs incurred for out-of-town travel, if any. On receipt of said monthly invoice, the City shall make payment to Consultant within thirty (30) calendar days. Notwithstanding any provision in this Agreement to the contrary, the total amount of compensation to be paid to Consultant shall not exceed Seven Thousand Nine Hundred Dollars ($7,900.00) plus out-of-town travel expenses required and authorized by the City. Page 3 of 6 (ls)agr/caruso.pm 5. Term of Agreement. The term of this Agreement shall commence upon execution hereof and shall terminate on or by June 1, 1996. 6. Status of Consultant. Consultant and the City understand and expressly agree that Consultant is an independent contractor in the performance of each and every part of this Agreement. Consultant and its employees shall make no claim of City employment nor shall claim against the City any related employment benefits, social security, and/or retirement. 7. 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. 8. 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. 9. 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. 10. Compliance With Law. Consultant agrees to perform those services 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. 11. No Insurance. It is understood the City does not maintain liability insurance for Consultant and/or its employees. 12. Hold Harmless. Consultant shall defend, indemnify, and hold harmless the City, its agents, officers, and employees from any and all liability resulting out of the performance of this Agreement. 13. Delegation of Professional Services. The services provided for herein shall be performed by Consultant, and no other person other than regular Page 4 of 6 (1s)agr/earuso.pm associates or employees of Consultant shall be engaged upon such work or services except upon written approval of City. 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 stated herein. 15. Termination. The City may terminate this Agreement with or without cause, by giving Consultant fifteen (15) 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 fifteen (15) days written notice to the City. 16. Damages. If for any reason Consultant fails to provide the services specified in this Agreement and the City is forced to secure such services from another person 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. Integration. This written document constitutes the entire agreement between the City and Consultant. 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. 19. Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent to the parties to their addresses as follows: TO CITY: TO CONSULTANT: City Manager City of Yakima 129 North 2nd Street Yakima, WA 98901 President William Caruso & Associates, Inc. Panorama Point 9200 East Mineral Ave., Suite 100 Englewood, CO 80112 or to such other addresses as the parties may hereafter designate in writing. Notices and/or demands shall be sent by registered or certified mail, postage Page 5 of 6 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. Venue. The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Washington. 22. 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. CITY OF YAKIMA WILLIAM CARUSO & ASSOCIATES, INC. By: By: R. A. Zais, Jr.; City Manager Its: Yet Prair ATTEST: City Clerk Page 6 of 6 (1s)agr/caruso.pm q5- /0 60 12- s ---I39 LAN -r -i a u (i a(Q TO: Kathy Coffee FROM: Bill Caruso DATE: October 30, 1995 SUBJECT: Contract for Services Kathy: Panorama Point 2200:ast Mineral Avenue Suite 100 Er ew000', CO 80112 P F 303 649-1600 r �nsac 303 649 1660 ? j 'Th\J Ci 1995 Executed contract is enclosed — I have kept one (1) copy for my files. Please note that the final contract did not note our request that in order to keep reimbursable expenses to a minimum WC&A and you have agreed that we will provide you with one master RFP/Sample Contract set of documents and a Word Perfect 5.1 disk for your use. You have agreed to make copies for potential proposers, mail same from your offices, etc. Also WC&A will mail all project items to your attention via First Class U.S. Mail or to you via courier C.O.D. or on your charge account as per our verbal telephone agreement some weeks ago. The above conditions are specifically included in this contract agreement, and unless we hear from you in writing to the contrary by November 15, 1995, we will assume your (and the City's) acceptance of these conditions. WJCA/maz Enclosure Advisors and Planners to the Food Service/Hospitality industry Offices in Atlanta, Buffalo, Chicago and Denver PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF YAKIMA AND WILLIAM CARUSO & ASSOCIATES, INC. st THIS AGREEMENT is made and entered into this / day of , 1995, by and between the CITY OF YAKIMA, (herein referred to as the "City"), and WILLIAM CARUSO & ASSOCIATES, INC., (herein referred to as the "Consultant") . WHEREAS, the City desires to develop a Request for Proposal Contract Document Package for kitchen design and catering services for the Yakima Convention Center (hereafter "Center"); and WHEREAS, neither the City nor the Center have the staffing levels or the specialized expertise necessary to develop said Request for Proposal and Contract Document Package; and WHEREAS, William Caruso & Associates, Inc. has the experience and expertise necessary and is willing to develop said Request for Proposal and Contract Document Package in accordance with the terms and conditions of 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. Scope of Professional Services. Consultant will develop a Request for Proposal and Contract Document Package for the Center. Specifically, Consultant will provide the following services: a. Meet with representatives of Bureau and City to finalize all data pertinent to defining the overall requirements for the kitchen and the future food and beverage service system anticipated for this project. b. Prepare a Request for Proposal and Contract Document Package outlining the minimum caterer information required to effectively evaluate potential caterers. At a minimum, the information required will include the following: i. Background • History • Financial strength • Existing operations • Management depth • Management expertise Page 1 of 6 (1s)agr/caruco pm • Resumes of key staff members anticipated to be involved in this project • Service capability • Staffing provisions • Marketing and merchandise expertise • Vending background and services provided • Understanding demand factors • Cycle menu examples • Operational cost schedules • Auxiliary dining service expertise • Training and staff promotion plans • Food grading standards • Uniform standards • Sanitation and upkeep and reporting procedures • Sales reporting methodology • Audit controls • Insurance liability limits • Schedule of employee wages • Management fee quotations • Architectural design, construction and financial contributions. ii. Have all prospective caterers visit the facilities and/or at a minimum, review the architectural plan and operational criteria with representatives of the City and the Center, and provide an analysis of their visit and/or review. Information required in the analysis will include: • Marketing and operational strategy • A five-year financial plan • Suggestions for the type of service, menus, pricing, etc. that the caterer feels would be most viable for this type of operation. iii. Request from prospective caterers a suggested structure of the management contract with term and operator fee(s) noted, as well as the basis for such. iv. Any other information the prospective caterer feels will further illustrate their expertise to operate facilities of the magnitude and size noted in this project. c. Recommend to the City the contract food service catering firms which are capable of handling operation of the facility in question. d. Forward a completed Request for Proposal and Contract Document Package to all recommended prospective caterers (as approved by the City), and during the interim bidding period, monitor and answer all Page 2 of 6 questions, comments and related items pertaining thereto to the Request for Proposal and Contract Document Package. e. After receipt and review of the formal bid packages from potential caterers, the Consultant will plan to attend a formal presentation of proposals to the City and act on behalf of the City as a monitoring influence during those meetings. The Consultant will recommend a short list of those qualified firms that are most capable of providing kitchen design services and operating the food service facilities based on the criteria and information contained in each prospective caterer's proposal documents. f. If required by the City, Consultant will schedule trips to visit the existing facilities of short-listed potential caterers in order to analyze their operation and managerial expertise levels. g. Upon completion of the above, Consultant will recommend the prospective caterer whom the Consultant believes is most qualified to provide kitchen design services and operate the food service facilities. h. Consultant will assist the City in management contract negotiations with the selected caterer. The Consultant will provide a customized food service contract document for review and approval by the City. i. Consultant will provide complete written documentation of all steps of the selection process as described above. 3. Property Rights. All drawings, specifications, plans, and reports prepared by Consultant in connection with the project, and any copies thereof, are the exclusive property of the City to be used by the City as may be required. 4. Consideration. The City agrees to compensate Consultant for services rendered a total sum of Seven Thousand Nine Hundred Dollars ($7,900.00), which amount includes all compensation for time, services, overhead costs, and expenses incurred pursuant to this Agreement, except as otherwise provided below. In addition to the Seven Thousand Nine Hundred Dollar ($7,900.00) compensation, the City shall reimburse the Consultant for the actual and reasonable costs incurred by the Consultant for out-of-town transportation and subsistence to the extent required and authorized by the Yakima City Manager. Consultant shall submit to the City monthly invoices itemizing work completed to date, together with all transportation and subsistence costs incurred for out-of-town travel, if any. On receipt of said monthly invoice, the City shall make payment to Consultant within thirty (30) calendar days. Notwithstanding any provision in this Agreement to the contrary, the total amount of compensation to be paid to Consultant shall not exceed Seven Thousand Nine Hundred Dollars ($7,900.00) plus out-of-town travel expenses required and authorized by the City. Page 3 of 6 (lol aar/caru.o.pm 5. Term of Agreement. The term of this Agreement shall commence upon execution hereof and shall terminate on or by June 1, 1996. 6. Status of Consultant. Consultant and the City understand and expressly agree that Consultant is an independent contractor in the performance of each and every part of this Agreement. Consultant and its employees shall make no claim of City employment nor shall claim against the City any related employment benefits, social security, and/or retirement. 7. 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. 8. 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. 9. 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. 10. Compliance With Law. Consultant agrees to perform those services 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. 11. No Insurance. It is understood the City does not maintain liability insurance for Consultant and/or its employees. 12. Hold Harmless. Consultant shall defend, indemnify, and hold harmless the City, its agents, officers, and employees from any and all liability resulting out of the performance of this Agreement. 13. Delegation of Professional Services. The services provided for herein shall be performed by Consultant, and no other person other than regular Page 4 of 6 (lclagr/ccr.o.Pm associates or employees of Consultant shall be engaged upon such work or services except upon written approval of City. 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 stated herein. 15. Termination. The City may terminate this Agreement with or without cause, by giving Consultant fifteen (15) 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 fifteen (15) days written notice to the City. 16. Damages. If for any reason Consultant fails to provide the services specified in this Agreement and the City is forced to secure such services from another person 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. Integration. This written document constitutes the entire agreement between the City and Consultant. 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. 19. Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent to the parties to their addresses as follows: TO CITY: TO CONSULTANT: City Manager City of Yakima 129 North 2nd Street Yakima, WA 98901 President William Caruso & Associates, Inc. Panorama Point 9200 East Mineral Ave., Suite 100 Englewood, CO 80112 or to such other addresses as the parties may hereafter designate in writing. Notices and/or demands shall be sent by registered or certified mail, postage Page 5 of 6 11.3)agr/caruoo.pm 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. Venue. The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Washington. 22. 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. CITY OF YAKIMA WILLIAM CARUSO & ASSOCIATES, INC. By: ' R. A. Zais, Jr., City Manager ATTEST: City Clerk Page 6 of 6 (i.gr,caru_o.pm By: Its: ritai 7 q5- io0 -85139 RESOLUTION NO. R-95- 139 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 William Caruso & Associates, Inc. WHEREAS, the City of Yakima desires to develop a Request for Proposal and Contract Document Package for kitchen design and catering services for the Yakima Convention Center (hereafter "Center"); and WHEREAS, neither the City nor the Center have the staffing levels or specialized expertise necessary to develop said Request for Proposal and Contract Document Package; and WHEREAS, William Caruso & Associates, Inc. has the experience and expertise necessary and is willing to develop said Request for Proposal and Contract Document Package in accordance with the terms and conditions of the attached Agreement; and WHEREAS, the City Council has determined that it is in the best interest of the City to contract with William Caruso & Associates, Inc. for development of said Request for Proposal and Contract Document Package in accordance with 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 Between the City of Yakima and William Caruso & Associates, Inc. for purposes of developing a Request for Proposal and Contract Document Package for kitchen design and catering services for the Yakima Convention Center. ADOPTED BY THE CITY COUNCIL this 17th day of October , 1995. ATTEST: Mayor City Clerk (la ) res /caruzc pm