Full Text
AGREEMENT FOR PROFESSIONAL CONSULTING BETWEEN CITY OF MOSCOW, IDAHO AND FCS GROUP SERVICES RELATED TO THE FY 2017 TIGER GRANT APPLICATION TO UNITED STATE DEPARTMENT OF TRANSPORTATION THIS AGREEMENT FOR PROFESSIONAL CONSULTING SERVICES BETWEEN CITY OF MOSCOW, IDAHO AND FCS GROUP (hereinafter "this Agreement"), made and entered into this day , 2017, by and between City of Moscow, Idaho, a municipal corporation of the State of Idah(; 6EaSt Third Street, Moscow, Idaho, 83843 (hereinafter City"), and FCS Group, 7525-l 66111 Avenue NE, Suite D-215, Redmond, Washington, 98052 (hereinafter "Consultant"). WHEREAS, City has determined it to be in the best interest of the City of Moscow, Idaho to retain Consulting Services to update and/or modify the Benefit Cost Analysis (BAC) from the FY 2016 Transportation Investment Generating Economic Recovery (TIGER) discretionary grant program for surface transportation infrastructure projects funding request to be included in a new grant application the City is preparing for submittal to the United States Department of Transportation for the FY 2017 TIGER; and WHEREAS, City desires to engage Consultant to perform certain duties as set forth herein; and WHEREAS, it is deemed to be in the best interests of City to enter into an Agreement with Consultant as hereinafter provided; NOW, THEREFORE, City and Contractor, in consideration of the mutual covenants and stipulations set out, do hereby agree as follows: SECTION I Project Description/Scope of Work for Consulting Services Consultant shall provide professional consulting services as outlined below: 1. Consultant will prepare the FY 2017 Tiger Benefit Cost Analysis (BCA) which is a required document to be included in the grant application. Spreadsheets supporting the BAC need to be original Excel spreadsheets with benefits provided in a tabular form showing benefits and costs in each year for the useful life of the project more specifically described at www.b·ansportation.gov/TI GER. 2. The results of the BAC will be summarized in the Project Narrative section of the application itself, but the details shall be presented in an attachment to the application if the full analysis cannot be included within the page limit for the project narrative. 3. Consultant will assist City with the development of other components of the grant application by providing an outline and guidance upon request from City personnel; 4. Consultant will schedule and hold conference-call-meetings with City personnel assigned the prepare the grant application; 5. Consultant will provided City with a data request during first week of service; 6. Consultant will provide City with input and feedback in preparing various sections of the Primary and Secondary Selection Criteria as stated in the Notice of Funding Opportunity (i.e. Safety, State of Good Repair, Economic Competitiveness, Quality of Life, Environmental Sustainability, Innovation and Partnership); PROFESSIONAL SERVICES AGREEMENT- FCS GROUP AND Cny PAGE I OF4 ---PAGE BREAK--- 7. Consultant will conference with City between of September 29 through October 9, 2017, to review assumptions; 8. Consultant will finalize the Benefit Cost Analysis and prepare the associated grant narratives and/or chart and graphics, and will complete the same by October 10, 2017; 9. Consultant will provide review and expertise to City staff to edit and finalize grant application for submittal by October 13, 2017. SECTION II Fees and Conditions for Consulting Services The total cost to City for Consulting Services as described in Section I, shall be an amount not to exceed seven thousand dollars ($7,000) for work performed by Consultant, unless otherwise agreed to in writing and signed by both Parties. SECTION III A. Independent Contractor City and Consultant hereto warrant by their signature that no employer/employee relationship is established between City and Consultant by the terms of this Agreement. It is understood by the Parties hereto that Consultant is an independent contractor and, as such, neither it nor its employees, if any, are employees of City for purposes of tax, retirement system, or social security (FICA) withholding. B. Termination of Agreement This Agreement may be terminated by Consultant upon thirty (30) days prior written notice, should City fail to substantially perform in accordance with its terms through no fault of Consultant. City may terminate this Agreement with thirty (30) days' notice without cause and without further liability to Consultant except as designated by this Section. In the event of termination, Consultant shall be paid for services performed to termination date, including direct expense and including a percentage of the Fee set out in Section II of this Agreement, based upon the work completed. All materials related to the Agreement which have been produced by Consultant as part of the Project Description/Scope of Work shall become the property of, and shall be surrendered to, City at or before such termination. C. Data of Record City shall make available to Consultant all technical data of record in City's possession requested by Consultant relating to services provides in this Agreement. Consultant shall provide to City copies of all data gathered or generated in the development of the products specified in the Scope of Work. D. Consultant's Duty of Care In performance of professional services, Consultant will use that degree of care and skill ordinarily exercised under similar circumstances by members of the consulting profession; and no other warranty, either expressed or implied, is made in connection with rendering Consultant's services. PRrWESSJONAL SERVICIOS AU REEM liN'l' - FCS GROUP AND CITY PAUE20!<4 ---PAGE BREAK--- E. Consultant's Insurance Consultant shall maintain automobile insurance and statutory workers' compensation insurance coverage, employer's liability, and comprehensive general liability insurance coverage. The comprehensive general liability insurance shall have a minimum limit of Five Hundred Thousand Dollars ($500,000) per claim and One Million Dollars ($1,000,000) aggregate, and Consultant shall cause City to be named as an additional insured under said policy. F. Indemnification Consultant agrees, to the fullest extent permitted by law, to indemnify and hold harmless City against damages, liability and costs arising from the negligent acts of Consultant in the performance of professional services under this Agreement, to the extent that Consultant is responsible for such damages, liabilities and costs on a comparative basis of fault and responsibility between Consultant and City. Consultant shall not be obligated to indemnify City for City's own negligence. G. Costs and Attorney Fees In the event either party incurs legal expenses to enforce the terms and conditions of this Agreement, the prevailing party is entitled to recover reasonable attorney's fees and other costs and expenses, whether the same are incurred with or without suit. H. Jurisdiction and Venue It is agreed that this Agreement shall be construed under and governed by the laws of the State of Idaho. In the event oflitigation concerning it, it is agreed that proper venue shall be the District Court of the Second Judicial District of the State ofldaho, in and for the County of Latah. I. Binding of Successors City and Consultant each bind themselves, their partners, successors, assigns, and legal representatives to the other parties to this Agreement and to the partner, successors, assigns and legal representatives of such other parties with respect to all covenants of this Agreement. J. Modification and Assignability of Agreement This Agreement contains the entire agreement between the parties concerning the Agreement, and no statements, promises, or inducements made by either party, or agents of either party, are valid or binding unless contained herein. This Agreement may not be enlarged, modified, or altered except upon written agreement signed by the parties hereto. Consultant may not subcontract or assign their rights (including the right to compensation) or duties arising hereunder without the prior written consent and express authorization of City. Any such subcontractor or assignee shall be bound by all of the terms and conditions of this Agreement as if named specifically herein. K. City's Representatives City shall designate a representative authorized to act in behalf of City. The authorized representative shall examine the documents of the work as necessary, and shall render decisions related thereto in a timely manner so as to avoid unreasonable delays. · · 1 PROFESSIONAL SERVICES AGREEMENT- FCS GROUP AND CITY PAGE30F4 ---PAGE BREAK--- L. Conflict of Interest Consultant covenants that it presently has no interest and will not acquire any interest, direct or indirect, in the PROJECT which would conflict in any manner or degree with the performance of services hereunder. Consultant further covenants that, in performing this Agreement, it will employ no person who has any such interest. M. Non-Discrimination Consultant shall not discriminate against any employee or applicant for employment on the basis of race, color, religion, creed, political ideals, sex, age, marital status, physical or mental handicap, or national origin. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date indicated above. CONSULTANT FCS Group CITY DATED thjs day of cz\uo"" ) ACKNOWLEDGMENT ) ss: County of c.JtA.c.J;:..(h\'!'05 ) On this 0 day of 0 lT\--o 'oe. \ , 2017, before me, a Notary Public in and for said State, appeared Todd Chase, Principal/Economist, known to me to be the person named above and acknowledged that he executed the foregoing as the duly authorized representative of PCS Group. - OFFICIAL STAMP MORGAN ROBINSON NOTARY PUBLIC· OREGON COMMISSION NO. 955808 MY COMMISSION EXPIRES OCTOBER 24, 2020 Notary Public for the State of _ Residing at /v11tz3o Oc'GS FG