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~° EXH~81'f <br />Eanergexacy Services ` <br />CONSULTING SERVICES CONTRACT <br />This agreement made this day of July 2009, is by and between the City of Bay Village, <br />Ohio, acting on behalf of the Cities of Fairview Park, Lakewood, North Olmsted, North <br />Ridgeville, Rocky River, and Westlake (collectively known as the Westshdre Council of <br />Governments), hereinafter called COG, and Emergency Services Consulting International, <br />doing business as a corporation in Oregon, hereinafter called ESCI <br />WITNESSETH: <br />For and in consideration of payment, agreements, and scope of work described below, <br />the COG and ESCI hereby agree to commence and complete the consultation, to <br />provide the work described, and comply with the terms of the contract documents <br />2. Scope of Work. ESCI shall provide consulting services. to develop a cooperative <br />agreement for the consolidation of fire services according to the attached Scope of Work <br />(Attachment A). <br />3. ESC/ will furnish labor, materials, and other services necessary to conduct the <br />negotiations between the entities, The COG and its participating cities shall provide to <br />ESCI the information, data, and assistance required as requested by the ESCI project <br />team, <br />4 Fees. The COG shall pay ESCI a total sum of one hundred thirty-seven thousand four <br />hundred and ninety-two dollars ($137,492.00). This amount is inclusive of all expenses <br />for travel, lodging, meals, postage, and production incurred by ESCh <br />a. The payment schedule shall be as follows: <br />i 15% payment due upon signing agreement <br />ii. Monthly invoices as work is completed <br />iii. Payment shall be made within 30 days of receipt of invoice <br />iv. Invoices will be sent to the City of Bay Village for processing on behalf of <br />the Westshore COG. <br />5. This agreement shall be binding upon all parties hereto and their respective heirs, <br />executors, administrators, successors, and assigns. <br />6 The laws of the state of Ohio shall govern this agreement. <br />ESCI shall comply with all federal, state, and local laws applicable to the work under this <br />agreement. <br />8. Termination The COG may terminate this agreement for any reason up 30 (thirty) days' <br />written notice to ESCI. Payment due upon termination by the COG prior to completion of <br />all work will be on a pro rata basis of the total project costs, reflecting satisfactory project <br />completion to date <br />Consulting Services Contract -City of Bay Village, Ohio, on behalf oftne westsnore Council of Governments <br />Page 1 of 16 <br />