HomeMy WebLinkAboutKing County 4CultureORIGINAL
AGREEMENT FOR PROFESSIONAL SERVICES
THIS AGREEMENT made and entered into by and between the CITY OF AUBURN, a
Municipal Corporation in King County, Washington, hereinafter referred to as "CITY" and KING
COUNTY 4Culture whose address is c/o of Heather Dwyer, 10.1 Prefontaine Place South,
Seattle, Washington 98104, hereinafter referred to as "CONSULTANT."
In consideration of the covenants and conditions of this Agreement, the parties hereby
agree as follows:
1. SCOPE OF WORK.
The CONSULTANT will collaborate with the CITY to formulate an application and selection
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process of the selection of a public artist for the new Auburn Golf Course Clubhouse project. A
copy of the CONSULTANT's proposal is attached hereto, denominated as Exhibit "1"and made a
part hereof as though set forth in full herein.
The CONSULTANT shall work with the City to select ry!'~'s_t through an
invitational process utilizing the 4Culture Artist Registry an at~erials to create a new
artwork for the CITY. A review panel made up of professional artists, design
professionals and CITY representatives will select an artist through this selection and
interview process for the design and implementation of this commission.
Scope of work will include the following tasks:
Task No. Task Estimated Time
Task 1 Development of Timeline Three (3) hours
Task 2 Invitational 24 Hours
Task 3 Artist Selection 12 Hours
Task 4 Interview and Finalize Selection Four (4) Hours
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2. TERM.
The CONSULTANT shall not begin work under this agreement until authorized in
writing by the CITY. All work under this Agreement shall be completed by December 31,
2007.
The established completion time shall not be extended because of any delays
attributable to the CONSULTANT, but may be extended by the CITY in the event of a
delay attributable to the CITY, or because of unavoidable delays caused by an act of God
or governmental actions or other conditions beyond the control of the CONSULTANT. A
prior supplemental Agreement issued by the CITY is required to extend the established
completion time.
3. COMPENSATION.
The CONSULTANT shall be paid by the CITY based upon fees per individual
approved task assignment. Compensation will be for billable hours based on an hourly
rate of $90.00 per hour, plus additional acceptable expenses directly related to the scope
of work, but the total compensation for this Agreement shall not exceed Four Thousand
Seven Hundred Thirty and No/100s Dollars ($4,730.00). Acceptable expenses may
include, but are not limited to, the following items: reproduction fees, communication
fees, and mileage. The billing for non-salary costs, directly identifiable with the project
shall be submitted as an itemized listing of charges supported by copies of the original
bills, invoices, expense accounts and miscellaneous supporting data retained by the
CONSULTANT. Copies of the original supporting documents shall be supplied to the CITY
upon request. All above charges must be necessary for the services provided under the
Agreement.
In the event services are required beyond those specified in the Scope of Work,
and not included in the compensation listed in this Agreement, a contract modification
shall be negotiated and approved by the CITY prior to any effort being expended on such
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services or work shall be authorized in writing under the Management Reserve Fund as
detailed in Section 4.
4. PAYMENT
The CONSULTANT shall be paid by the CITY for completed work and for services
rendered under this Agreement. Payment for the work provided by the CONSULTANT
shall be made as provided in No. 3 -Compensation, provided that the total amount of
payment to the CONSULTANT shall not exceed $4,730.00 without express written
modification of the Agreement signed by the CITY.
The Contractor agrees and understands that he/she is an independent contractor
and not the agent or employee of the City. The manner and means of providing the
professional services herein are under the sole control of the Contractor. The Contractor
shall be responsible for reporting his/her hours, earnings, income tax and social security
to the applicable federal and state agencies. The Contractor understands that he/she is
not entitled to any benefits provided by an employer to employees including but not
limited to disability and unemployment insurance
The CONSULTANT may submit invoices to the CITY once per month during the
progress of the work for partial payment for that portion of the project completed to
date. Such invoices will be approved by the CITY and payment made to the
CONSULTANT in the amount approved.
Final payment of any balance due to the CONSULTANT of the total contract price
earned will be made promptly upon its ascertainment and verification by the CITY after
the completion of the work under this Agreement and its acceptance by the CITY.
Payment provided in this section shall be full compensation for work performed,
services rendered, and for all materials, supplies, equipment and incidentals necessary to
complete the work.
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The CONSULTANT's records and accounts pertaining to this Agreement are to be
kept available for inspection by representatives of the CTTY and state for a period of
three (3) years after final payments. Copies shall be made available upon request.
5. RESPONSIBILITY OF CONSULTANT
The CONSULTANT shall be responsible for the professional quality, technical
accuracy, timely completion and the coordination of all studies, analysis, designs,
drawings, specifications, reports and other services performed by the CONSULTANT
under this Agreement. The CONSULTANT shall, without additional compensation, correct
or revise any errors, omissions or other deficiencies in its plans, designs, drawings,
specifications, reports and other services required. The CONSULTANT shall perform its
services to conform to generally-accepted professional standards and the requirements of
the CITY.
Any approval by the CITY under this Agreement shall not in any way relieve the
CONSULTANT of responsibility for the technical accuracy and adequacy of its services.
Except as otherwise provided herein, neither the CITY's review, approval or acceptance
of, nor payment for, any of the services shall be construed to operate as a waiver of any
rights under this Agreement or of any cause of action arising out of the performance of
this Agreement to the full extent of the law.
6. INDEMNIFICATION/HOLD HARMLESS
The CONSULTANT shall defend, indemnify and hold the CITY, its officers, officials,
volunteers, and employees harmless from and shall process and defend at its own
expense any and all claims, injuries, damages, losses, or suits, including attorney fees or
equity arising in whole or in part from the acts, errors or omissions of the CONSULTANT
in performance of this Agreement, or the CONSULTANT's negligence or breach of any of
its obligations under this Agreement; provided that nothing herein shall require the
CONSULTANT to indemnify the CITY against and hold harmless the CITY from claims,
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demands or suits based solely upon the sole negligence of the CITY, its officers, officials,
volunteers, and employees, and provided further that if the claims or suits are caused by
or result from the concurrent negligence of (a) the CONSULTANT'S agent or employees
and (b) the CITY, its officers, officials, volunteers, or employees, this indemnity provision
with respect to (1) claims or suits based upon such negligence, (2) the costs to the CITY
of defending such claims and suits, etc., shall be valid and enforceable only to the extent
of the CONSULTANT'S negligence or the negligence of the CONSULTANT's agents or
employees. The provisions of this section shall survive the expiration or termination of
this Agreement.
7. INDEPENDENT CONTRACTOR/ASSIGNMENT.
The parties agree and understand that the CONSULTANT is an independent
contractor and not the agent or employee of the CITY and that no liability shall attach to
the CITY by reason of entering into this Agreement except as otherwise provided herein.
The parties agree that this Agreement may not be assigned in whole or in part without
the written consent of the CITY.
8. INSURANCE.
CONSULTANT shall procure and maintain for the duration of this 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, or employees.
CONSULTANT shall obtain insurance of the types and in the amounts described
below:
1. Automobile Liability insurance covering all owned, non-owned, hired and leased
vehicles, with a minimum combined single limit for bodily injury and property
damages of $1,000,000 per accident. Coverage shall be written on Insurance
Services Office (ISO) form CA 00 01 or a substitute form providing equivalent
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liability coverage. If necessary, the policy shall be endorsed to provide contractual
liability coverage.
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, with limits no less than
$1,000,000 each occurrence, $2,000,000 general aggregate. The CITY, its
officials, employees and agents shall be named as an insured under the
CONSULTANT's Commercial General Liability insurance policy with respect to the
work performed for the CTTY.
3. Worker's Compensation coverage as required by the Industrial Insurance laws of
the State of Washington.
4. Professional Liability insurance appropriate to the CONSULTANT'S profession, with
limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit.
The insurance policies are to contain, or be endorsed to contain, the following
provisions for Automobile Liability, Professional Liability, and Commercial General Liability
insurance:
The general liability coverage shall also provide that the CITY, its officers,
employees and agents are to be covered as additional insured as respects: Liability
arising out of the services or responsibilities performed by or under obligation of the
CONSULTANT under the terms of this Agreement, by the CONSULTANT, its employees,
agents and subcontractors.
The CONSULTANT'S insurance coverage shall be primary insurance as respects the
CITY, its officials, employees and agents. Any insurance, self-insurance, or insurance
pool coverage maintained by the CITY, its officials, employees or agents shall be excess
of the CONSULTANT's insurance and shall not contribute with it.
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Each insurance policy required by this section of the Agreement shall be endorsed
to state that coverage shall not be suspended, voided, or cancelled by either party except
after thirty (30) days prior written notice has been given to the CITY by certified mail,
return receipt requested. All insurance shall be obtained from an insurance company
authorized to do business in the State of Washington. Insurance is to be placed with
insurers with a current A.M. Best rating of no less than A:VII.
The CONSULTANT shall furnish the CITY with original certificates of insurance and
a copy of the amendatory endorsements, including but not necessarily limited to the
additional insured endorsement, evidencing the insurance coverage required by this
section with 14 days of the execution of this Agreement. The CITY reserves the right to
require that complete, certified copies of all required insurance policies be submitted to
the CITY at any time. The CITY will pay no progress payments under Section 3 until the
CONSULTANT has fully complied with this section.
9. NONDISCRIMINATION.
The CONSULTANT may not discriminate regarding any services or activities to
which this Agreement may apply directly or through contractual, hiring, or other
arrangements on the grounds of race, color, creed, religion, national origin, sex, age, or
where there is the presence of any sensory, mental or physical handicap.
10. OWNERSHIP OF RECORDS AND DOCUMENTS.
The CONSULTANT agrees that any and all drawings, computer discs, documents,
records, books, specifications, reports, estimates, summaries and such other information
and materials as the CONSULTANT may have accumulated, prepared or obtained as part
of providing services under the terms of this Agreement by the CONSULTANT, shall
belong to and shall remain the property of the CITY. In addition, the CONSULTANT
agrees to maintain all books and records relating to its operation and concerning this
Agreement for a period of six (6) years following the date that this Agreement is expired
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or otherwise terminated. The CONSULTANT further agrees that the CITY may inspect
any and all documents held by the CONSULTANT and relating to this Agreement upon
good cause at any reasonable time within the six (6) year period. The CONSULTANT also
agrees to provide to the CITY, at the CITY's request, the originals of all drawings,
documents, and items specified in this Section and information compile in providing
services to the CITY under the terms of this Agreement.
11. CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER
RESPONSIBILITY MATTERS -PRIMARY COVERED TRANSACTIONS.
The prospective primary participant certifies to the best of its knowledge and
belief, that it and its principals:
a. Are not presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from covered transactions by any federal
department or agency;
b. Have not within athree-year-period preceding this proposal been convicted
of or had a civil judgment rendered against them for commission or fraud or a
criminal offense in connection with obtaining, attempting to obtain, or performing
a public (federal, state, or local) transaction or contract under a public transaction;
violation of federal or state antitrust statues or commission of embezzlement,
theft, forgery, bribery, falsification or destruction of records, making false
statements, or receiving stolen property;
c. Are not presently indicted for or otherwise criminally or civilly charged by a
governmental entity (federal, state, or local) with commission of any of the
offenses enumerated in paragraph '~(b)" of this certification; and
d. Have not within athree-year period preceding this application/proposal had
one or more public transactions (federal, state, or local) terminated for cause or
default.
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Where the prospective primary participant is unable to certify to any of the statements in
this certification, such prospective participant shall attach an explanation to this proposal.
12. TERMINATION OF AGREEMENT.
This Agreement may be terminated by either party upon twenty (20) days written
notice to the other party, and based upon any cause. In the event of termination due to
the fault of other(s) than the CONSULTANT, the CONSULTANT shall be paid by the CITY
for services performed to the date of termination.
Upon receipt of a termination notice under the above paragraph, the
CONSULTANT shall (1) promptly discontinue all services affected as directed by the
written notice, and (2) deliver to the CITY all data, drawings, specifications, reports,
estimates, summaries, and such other information and materials as the CONSULTANT
may have accumulated, prepared or obtained in performing this Agreement, whether
completed or in the process.
It is provided, however, that in the event of termination at (a) the discretion of the
CONSULTANT, or (b) for situations such as, but not limited to, unavailability of key
personnel of the CONSULTANT, destruction of project documentation, or financial issues
of the CONSULTANT, compensation shall be limited to the work that will actually be
useful to the CITY, as determined by and in the sole discretion of the CITY.
13. GENERAL PROVISIONS.
13.1. This Agreement shall be governed by the laws, regulations and ordinances of the
City of Auburn, the State of Washington, King County, and where applicable,
Federal laws.
13.2. All claims, disputes and other matters in question arising out of, or relating to, this
Agreement or the breach hereof, except with respect to claims which have been
waived, will be decided by a court of competent jurisdiction in King County,
Washington. Pending final decision of a dispute hereunder, the CONSULTANT and
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the CITY shall proceed diligently with the performance of the services and
obligations herein.
13.3. In the event that any dispute or conflict arises between the parties while this
Agreement is in effect, the CONSULTANT agrees that, notwithstanding such
dispute or conflict, the CONSULTANT shall continue to make a good faith effort to
cooperate and continue work toward successful completion of assigned duties and
responsibilities.
13.4. The CITY and the CONSULTANT respectively bind themselves, their partners,
successors, assigns, and legal representatives to the other party to this Agreement
with respect to all covenants to this Agreement.
13.5. This Agreement represents the entire and integrated Agreement between the CITY
and the CONSULTANT and supersedes all prior negotiations, representations or
agreements either oral or written. This Agreement may be amended only by
written instrument signed by both the CITY and the CONSULTANT.
13.6. Should it become necessary to enforce any term or obligation of this Agreement,
then all costs of enforcement including reasonable attorneys fees and expenses
and court costs shall be paid to the substantially prevailing party.
13.7. The CONSULTANT agrees to comply with all local, state and federal laws applicable
to its performance as of the date of this Agreement.
13.8. If any provision of this Agreement is invalid or unenforceable, the remaining
provisions shall remain in force and effect.
13.9. This Agreement shall be administered by Heather Dwyer on behalf of the
CONSULTANT, and by the Mayor of the CITY, or designee, on behalf of the CITY.
Any written notices required by the terms of this Agreement shall be served on or
mailed to the following addresses:
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City of Auburn
Attn: Laurie Rose
910 Ninth Street Southeast
Auburn WA 98002
Phone: 253.931-3043
Fax: 253. 931.4005
E-mail : Irose@auburnwa.gov
4Culture
Attn: Heather Dwyer
101 Prefontain Place South
Seattle, WA 98104
Phone: 206.296.8676
Fax: 206.296.8629
E-mail: Heather.Dwyer@4Culture.org
13.10. All notices or communications permitted or required to be given under this
Agreement shall be in writing and shall be delivered in person or deposited in the United
States mail, postage prepaid. Any such delivery shall be deemed to have been duly
given if mailed by certified mail, return receipt requested, and addressed to the address
for the party set forth in 13.9 or if to such other person designated by a party to receive
such notice. It is provided, however, that mailing such notices or communications by
certified mail, return receipt requested is an option, not a requirement, unless specifically
demanded or otherwise agreed.
Any party may change his, her, or its address by giving notice in writing, stating
his, her, or its new address, to any other party, all pursuant to the procedure set forth in
this section of the Agreement.
13.11. This Agreement may be executed in multiple counterparts, each of which shall be
one and the same Agreement and shall become effective when one or more counterparts
have been signed by each of the parties and delivered to the other party.
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4CUL
APPROVED AS TO FORM:
Daniel B. Heid, I orney
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BY:
Title
Federal Tax ID #
CITY OF AUBURN
~4 /"C
~~~~~
Daryl Faber
Parks, Arts and Recreation Department Director
Date ~~J a . 0100"1
4 CULTURE AGREEMENT
Exhibit 1
I~
CULTURE
rE~ 206 296.7580
SERVICE PROPOSAL ~/rrr 206 296.8574
Fnx 206 296.8629
SMITH TOWER
CITY OF AUBURN 506 SECOND AVENUE
suITE 200
AUBURN GOLF COURSE CLUBHOUSE PROJECT SEATTLE WA 98104
WWW.4CULTURE.ORG
ARTIST SELECTION PROCESS: INVITATIONAL
Assumption: One artist will be chosen through an invitational process. utilizing
4Culture's Artist Registry and materials to create new a new artwork for the City of
Auburn. A review panel of artists, design professionals and City representatives will
select an artist through a selection panel and interview process for the design and
implementation of this commission.
ART BUDGET: $40,000
LOCATION: New Auburn Golf Course Clubhouse -Northwest Entrance
TASKS INCLUDE:
Work with city of auburn staff to achieve the following:
Project timeline development; Scope of Work Development; invitational Call
development and outreach; Intake Management; Panelist Preparation; Panel
Preparation; Panel Facilitation; Interview Facilitation and Artist Notification.
TASK 1. DEVELOP PROJECT TIMELINE
Work with staff to develop timeline for selection process, council approval, artwork
design and implementation.
TASK 2. ARTIST INVITATIONAL
Work with staff to develop an invitational including: scope of work for artists about the
artwork location, description of intent, schedule and budget, etc. Develop list of
desirable artists, solicit portfolios, collect and assemble artists' materials for review.
TASK 3. PREPARE AND CONVENE ARTIST SELECTION
Work with staff to prepare and convene a selection panel and select finalists for interviews.
TASK 4. PREPARE AND CONVENE ARTIST INTERVIEWS
Work with staff to convene interview of finalists and select one for design and implementation.
Craft letter to artists that were not selected and return proposal materials.
4CULTURE SERVICE PROPOSAL - ~ oF'2
HOURLY RATES NOT TO EXCEED:
Hourly rates not to exceed:
Task 1 -Timeline Develo ment 3 hours r?a $90.00 per hr. $270.00
Task 2 -Invitational 24 hours t?a $90.00 per hr. $2,160.00
Task 3 -Artist Selection 12 hours r?a $90.00 er hr. $1,080.00
Task 4 -Interviews & Finalize 4 hours ~a $90.00 er hr. $720.00
Reimbursables: supplies, postage, couriers, etc. $500.00
Grand Total: $4,730.00
NOTE: THIS SERVICE PROPOSAL DOES NOT INCLUDE EXPENSES FOR ARTISTS OR
PANELISTS, INCLUDING BUT NOT LIMITED TO TRAVEL, PANEL HONORARIA,
REFRESHMENTS, RENTALS OR TASKS BEYOND THOSE LISTED ABOVE. CONTRACTING WITH
THE SELECTED ARTIST, CITY COUNCIL REVIEW AND APPROVAL AND ARTWORK
IMPLEMENTATION ARE TO BE MANAGED BY THE CITY OF AUBURN.
Note: This budget does not include the costs of out-of-town travel and accommodations for
artists traveling to be interviewed.
4CULTURE SERVFCE PROPOSAL - 2 OF 2