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HomeMy WebLinkAboutAnne Pflug - 2015 PSA for Animal Control Facility ConsultingPROFESSIONAL SERVICES AGREEMENT PROJECT TITLE AND IDENTIFICATION WORK DESCRIPTION NUMBER Develop a "white paper" that identifies next intergovernmental Animal Control Facility and steps and lays out available cooperative animal Services Consulting Contract control facility and service alternatives and the alignment of the parties interests with those alternatives. The contractor would also provide intergovernmental facilitation services upon request. CONSULTANT CONSULTANT CONTACT Anne Pflug DBA The Other Company Anne Pflug, Proprietor The Other Company 909 E Manitoba Ave Ellensburg, WA 98926 PROJECT ADMINISTRATOR MAXIMUM AMOUNT PAYABLE, IF ANY Rick Terway, Director Administrative & Community Services Pasco, WA 99301 $20,060 plus hourly and expenses for facilitation as requested. 509.543.5757 Professional Services Agreement— Intergovernmental Animal Control Project Page 1 asC COMPLETION DATE Five months from date of execution of agreement. PROFESSIONAL SERVICES AGREEMENT Intergovernmental Animal Control Facility and Services Project THIS AGREEMENT is made and entered into between the City of Pasco, a Washington Municipal Corporation, hereinafter referred to as "City", and Anne Pflug, DBA The Other Company, hereinafter referred to as "Consultant." RECITALS WHEREAS, the cooperating cities and counties in Benton and Franklin County Washington desire to have certain services and/or tasks performed as set forth below requiring specialized skills, training, equipment, and other supportive capabilities; and WHEREAS, the City of Pasco is acting as the project coordinator for the cooperating cities and counties; and WHEREAS, the Consultant represents that it is qualified and possesses sufficient skills, experience, equipment, and necessary capabilities to perform the services and/or tasks as set forth in this Agreement upon which the City is relying. NOW, THEREFORE, in consideration of the mutual covenants, and performances contained herein, the parties agree as follows: 1. Scope of Services. The Consultant shall perform such services and accomplish such tasks, as identified and designated as Consultant's Responsibilities throughout this Agreement, and as more particularly described in Scope of Work detailed in Exhibit A, attached hereto and incorporated herein (the "Project"). 2. Term. This Project shall begin on the date of final execution by the signatories to the agreement and promptly be completed within five calendar months of the date of execution. Facilitation services may be provided outside of the five month window as mutually agreed in writing. Professional Services Agreement—Intergovernmental Animal Control Project Page 2 3. Compensation and Payment. 3.1 Payment for services provided hereunder shall be made as provided in Exhibit A. Such payment shall be full compensation for work performed or services rendered, and for all labor, materials, supplies, equipment, and incidentals necessary to complete the Project. 3.2 No payment shall be made for any services rendered by the Consultant except for services identified and set forth in this Agreement except as may be authorized by a written supplemental agreement approved by the City. 3.3 The City shall pay the Consultant for work performed under this Agreement upon timely submitted invoices detailing work performed and expenses for which reimbursement is sought. The City shall approve all invoices before payment is issued. Payment shall occur within thirty (30) days of receipt and approval of an invoice. 4. Reports and Inspections. 4.1 The Consultant as the City may require, shall furnish to the City such statements, records, studies, surveys, reports, data, and information as the City may request pertaining to matters covered by this Agreement. 4.2 Consultant shall maintain books, records and documents related to the performance of this Agreement. These records shall be subject, at all reasonable rimes, to inspection, review, or audit as provided above. 4.3 The Consultant shall retain all books, records, documents or other material relevant to this Agreement for three (3) years after its expiration. Consultant agrees that the City, or its designee, shall have full access and right to examine any of said materials at all reasonable times during this period. 5. Ownership and Use of Documents. 5.1 All research, preliminary data, information and documents made, collected, or prepared by the Consultant for performing the services subject to this Agreement, as well as any final product, collectively referred to as "work product," shall be deemed as the property of the City. Consultant may not use them except in connection with the performance of the services under this Agreement or with the prior written consent of the City. 5.2 In the event of Consultant's default, or in the event that this Agreement is terminated prior to its completion, the work product of the Consultant, along with a summary of the services performed to date of default or termination, shall become the property of the City, and tender of the work product and summary shall be a prerequisite to final payment under this Agreement. The summary of Professional Services Agreement—Intergovernmental Animal Control Project Page 3 services provided shall be prepared at no additional cost, if the Agreement is terminated through default by the Consultant. If the Agreement is terminated through convenience by the City, the City agrees to pay Consultant for the preparation of the summary of services provided. 6. Public Records. 6.1 Consultant acknowledges that the City is an agency subject to Chapter 42.56 RCW "Public Records Act." All preliminary drafts or notes prepared or gathered by the Consultant, and recommendations of the Consultant are exempt prior to the acceptance by the City or public citation by the City in connection with City action. 7. Independent Contractor Relationship. 7.1 The parties intend that an independent contractor relationship is created by this Agreement. The City is interested primarily in the results to be achieved; subject to the scope of services and the specific requirements of this Agreement, the implementation of services will lie solely with the discretion of the Consultant. No agent, employee, officer or representative of the Consultant shall be deemed to be an employee, agent, officer, or representative of the City for any purpose, and the employees of the Consultant are not entitled to any of the benefits or privileges the City provides for its employees. The Consultant will be solely and entirely responsible for its acts and for the acts of its agents, employees, officers, subcontractors or representatives during the performance of this Agreement. 7.2 In the performance of the services provided in this Agreement, Consultant is an independent contractor with full authority to control and direct the performance of the details of the work, however, the results of the work contemplated herein must meet the approval of the City and shall be subject to the City's general rights of inspection and review to secure the satisfactory completion thereof. 7.3 The Consultant shall comply with all State and Federal laws including, but not limited to: 7.3.1 The definition requirements of RCW 50.04.140 (Employment Security). 7.3.2 RCW 51.08.195 (Industrial Insurance). 8. Indemnification. 8.1 The Consultant shall defend, indemnify, and hold harmless the City, its officers, officials, agents, employees, and volunteers from any and all claims and causes of action, including, but not limited to, actions of law or administrative proceedings for all injuries to persons or damages to property, and all losses, damages, demands, suits, judgments, including attomey fees, arising out of, or as a result Professional Services Agreement— Intergovernmental Animal Control Project Page 4 of, or in connection with the work performed under this Agreement, and caused or occasioned in whole or in part by reason of errors, negligent acts or omissions of the Consultant or its subcontractors in the performance of this Agreement, except for injuries and damages caused by the sole negligence of the City, its officers, employees, agents, and volunteers. 8.2 This waiver has been mutually negotiated by the parties, and the provisions of this section shall survive the expiration or termination of this Agreement. 9. Insurance. The Consultant shall procure and maintain for the duration of the Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees, or subcontractors. 9.1 Minimum Scone of Insurance. Consultant shall obtain insurance of the types described below: 9.1.1 Automobile Liability insurance covering all owned, non -owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. 9.1.2 Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors and personal injury and advertising injury. The City shall be named as an insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City. 9.1.3 Professional Liability insurance appropriate to the Consultant's profession. 9.2 Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: 9.2.1 Automobile Liability insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. 9.2.2 Commercial General Liability insurance shall be written with limits no less than: ❑ $1,000,000 aggregate 9.2.3 Professional Liability insurance shall be written with limits no less than: ❑ $1,000,000 aggregate Professional Services Agreement — Intergovernmental Animal Control Project Page 5 9.3 Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability, Professional Liability, and Commercial General Liability insurance: 9.3.1 The Consultant's insurance coverage shall be primary insurance as respects the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. 9.3.2 The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. 9.4 Acceptability of Insurers. Insurance is to placed with insurers with a current A.M. Best rating of not less than A: VII. 10. Nondiscrimination. In the performance of this Agreement, the Consultant will not discriminate against any employee or applicant for employment on the grounds of race, creed, color, national origin, sex, marital status, age or the presence of any sensory, mental or physical handicap; provided that the prohibition against discrimination in employment because of handicap shall not apply if the particular disability prevents the proper performance of the particular worker involved. The Consultant shall ensure that applicants are employed, and that employees are treated during employment in the performance of this Agreement without discrimination because of their race, creed, color, national origin, sex, marital status, age or the presence of any sensory, mental or physical handicap. Consultant shall take such action with respect to this Agreement as may be required to ensure full compliance with local, State and Federal laws prohibiting discrimination in employment. 11. Termination. 11.1 Termination for Convenience. Either party may terminate this Agreement for any reason upon giving the other party no less than ten (10) business days written notice in advance of the effective date of such termination. 11.2 Termination for Cause. If the Consultant fails to perform in the manner called for in this Agreement, or if the Consultant fails to comply with any other provisions of this Agreement and fails to correct such noncompliance within five (5) business days of written notice thereof, the City may terminate this Agreement for cause. Termination shall be effected by serving a notice of termination on the Consultant setting forth the manner in which the Consultant is in default. The Consultant will only be paid for services and expenses complying with the terms of this Agreement, incurred prior to termination. 12. General Provisions. Professional Services Agreement — Intergovernmental Animal Control Project Page 6 12.1 For the purpose of this Agreement, time is of the essence. 12.2 The Project Administrator for the purpose of this Agreement shall be: 12.2.1 For the City: 12.2.2 For the Consultant: 13. Dispute Resolution. Rick Terway 525 North 3rd Pasco WA 99301 Anne Pflug 909 E Manitoba Ave Ellensburg, WA 98926 13.1 This Agreement has been and shall be construed as having been made and entered into and delivered within the State of Washington, and it is agreed by each party hereto that this Agreement shall be governed by the laws of the State of Washington. 13.2 In the event of a dispute regarding the enforcement, breach, default, or interpretation of this Agreement, the Project Administrators, or their designees, shall first meet in a good faith effort to resolve such dispute. In the event the dispute cannot be resolved by agreement of the parties, said dispute shall be resolved by arbitration pursuant to RCW 7.04A, as amended, with both parties waiving the right of a jury trial upon trial de novo, with venue placed in Pasco, Franklin County, Washington. The substantially prevailing party shall be entitled to its reasonable attorney fees and costs as additional award and judgment against the other. 14. Nonwaiver. Waiver by the City of any provision of this Agreement or any time limitation provided for in this Agreement, shall not constitute a waiver of any other similar event or other provision of this Agreement. 15. Integration. This Agreement between the parties consist in its entirety of this document and any exhibits, schedules or attachments verified by initials as a part of Exhibit A. Any modification of this Agreement or change order affecting this Agreement shall be in writing and signed by both parties. 16. Authorization. By signature below, each party warrants that they are authorized and empowered to execute this Agreement binding the City and the Consultant respectively. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first written above. Professional Services Agreement — Intergovernmental Animal Control Project Page 7 CITY OF PASCO, WASHINGTON David ZAe Ci anager� 31 ?- Date AT S A A00 /17 Debbie Clark, City Clerk APP AS TO FORM: Leland B. Kerr, City Attorney CONSULTANT Anne Pflug U v dei /0' a0/S Date Professional Services Agreement— Intergovernmental Animal Control Project Page 8 Exhibit A Scope of Work Benton/Franklin City -County Intergovernmental Animal Control Facility and Services Consulting Contract I. Purpose of Consulting Contract The purpose of the contract work desired by cooperating cities and counties in Benton and Franklin County Washington is to move forward on the replacement of the existing animal control facility by developing a "white paper" that identifies next steps and lays out available cooperative animal control facility and service alternatives and the alignment of the parties interests with those alternatives. The contractor would also provide intergovernmental facilitation services upon request related to decision making and intergovernmental cooperation in the area of animal control. II. Contract Approach White Paper Using site visits, interviews, internet sources, published documents and analysis of available data from existing and potential animal control providers in Benton and Franklin counties, prepare a formal written report in electronic format for the decision makers of cooperating cities and counties. The white paper will be submitted through the project coordinator (the City of Pasco) within four months of the execution of a signed contract by the parties. The parties are the Other Company, a sole proprietorship of Anne Pflug, and the City of Pasco, as project coordinator on behalf the cooperating jurisdictions. Data elements and analysis At a minimum, documentation and data will be collected from the existing animal control authority and its facility located in Pasco; West Richland's animal control proposal; the Benton -Franklin County Humane Society; and Benton County animal control. Potential sites, current and future capacity, demand and facility requirements would be explored with each cooperating entity. The 2009 Shelter Planners of America Needs Assessment and Building Program study will be used as a base document. Appropriate service models, demand management strategies, benchmarks and best practices would be gathered from available sources. Interviews Interviews will be conducted with City and County officials and staff, the humane society, the animal control authority and any additional stakeholders identified by the parties. Jurisdictional interests including level and type of service requirements, customer service expectations, potential demand management strategies, cost limitations, funding and alternative cooperative arrangements will be explored in the interviews. Professional Services Agreement— Intergovernmental Animal Control Project Page 9 Analysis and alternatives Using the data, interviews and identified interests of the parties outlined above a white paper would be developed that would include alternatives available to decision makers and: Identification of the current and future demand and capacity for animal control services and facilities in Benton and Franklin counties Statements of alternative animal control program scope, service area and demand management strategies Statement of future facility requirements and assumptions for each identified alternative animal control arrangement o Discussion of alternative facility site and/or service configuration, their capacity and characteristics o Discussion of cost and funding alternatives o Discussion of risks and risk mitigation o Discussion of alternatives alignment with the stated interests of the parties Discussion of next steps, implementation requirements and timeline Facilitation Services The contractor will provide facilitation services, if requested, for intergovernmental meetings involving the cooperating cities and counties. The contractor would work with the designated chair of the group to develop meeting agendas and coordinate needed meeting material and subject matter expert presentations. Meeting logistics coordination such as scheduling, meeting room arrangements including AV equipment, agenda packet publication and distribution, meeting notification, record keeping and any other logistical arrangements, will be provided by the cooperating local governments. In the event that draft or formal agreements are developed as a result of the intergovernmental meetings any needed legal services will be provided by the cooperating local governments. III. Products The following products are anticipated: 1) A draft white paper for approval by the project coordinator in the form of a graphic report (MS Publisher) and any needed appendices that can be adapted for web publication and/or Power Point presentation. 2) A final white paper. Final white paper in the form of a graphic report and any needed appendices delivered within 10 days from receipt of final comments on the draft from the project coordinator. 3) Two presentations to designated groups of the report's findings. 4) Agenda development coordination and meeting facilitation. This project does not include additional or updated cost estimates of facility construction or site planning, environmental or land use review, building design or preliminary planning. Once an alternative Professional Services Agreement — Intergovernmental Animal Control Project Page 10 or preliminary alternative is selected then the parties would need to proceed to detailed feasibility and environmental review and preliminary design, if needed. IV. Hours and Cost Estimate • Kickoff meeting -3 hours • On-site/phone interviews, follow up and data gathering (21 interviews) — 25 hours • Potential and existing site visits and data/photos (five to eight) —12 hours • Web/Document/Data Review -8 hours • Analysis of data and interview material - 38 hours • Draft Report -40 hours • Final Report -10 hours • Two presentations of report - 6 hours (includes preparation) • Check in and project coordination - 6 hours • Agenda coordination and meeting facilitation, as requested, approximately 6 to 8 hours for a two hour meeting (includes meeting preparation and follow up). Total white paper project hours 148 @ $125.00 per hour = $18,500 plus reimbursable expenses estimated at $1,560. V. Contract Terms Hourly rate: $125.00 per hour Reimbursable Expenses: Mileage, hotel and meal expenses at customary City of Pasco rates. Printing and phone costs will be billed at cost. There is no hourly charge for travel time to Tri -cities. Billing: The contract coordinator will be billed monthly for hours worked to date. Contract administrator: The cooperating cities and counties through the contract coordinator, the City of Pasco City Manager's office, will assign an individual to work with the consultant throughout the project and provide any needed guidance, feedback and support as defined below. Contract Coordinator Support: When interviews and meetings are required then a staff person would be assigned to make introductions to stakeholders as needed, gather documents, coordinate meetings and make appointments so that the cooperating governments are not charged for those tasks at the consultant's hourly rate. Assistance from an attorney providing general legal counsel to the Animal Control Authority may also be required in the event that draft agreements are needed or interpretation of language in existing contracts, ordinances or state statutes is required. Assistance from a staff member knowledgeable about the Animal Control Authority budget and monthly revenue and expenditure receipts may also be required. VL Contractor Contact Information Professional Services Agreement— Intergovernmental Animal Control Project Page 1 I The Other Company Anne Pflug 909 E Manitoba Ellensburg, WA 98926 Phone: 509-925-2608 Cell: 425-785-8557 E-mail: AnnePflug@gmail.com Professional Services Agreement — Intergovernmental Animal Control Project Page 12