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HomeMy WebLinkAboutAgreement for Services with Auburn Downtown Association- Promotion of the BIA CITY OF AUBURN AGREEMENT FOR SERVICES o1THIS AGREEMENT made and entered into on this li;tYday of (Y\kil 201,x', by and between the City of Auburn, a municipal corporation of the State of Washington, the "City" and the Auburn Downtown Association (the "Consultant"), a 501© corporation comprised of volunteers. RECITALS: 1. The City wants to hire the Consultant to provide promotion, activities, and attractions within the Business Improvement Boundary area consistent with Auburn Municipal Code 2.98.030; and 2. The City will hire the Consultant to provide these services in connection with the City's work; and 3. The Consultant is able to provide services in connection with the City's needs for this work, and is willing and agreeable to provide the services on the terms and conditions in this Agreement. AGREEMENT: In consideration of the mutual promises contained in this Agreement, the parties agree as follows: 1. Scope of Services The Consultant agrees to perform in a good and professional manner the tasks described in Exhibit "A." The Consultant will perform the services as an independent contractor and will not be deemed, by virtue of this Agreement and the performance thereof, to have entered into any partnership, joint venture, employment or other relationship with the City. 2. Additional Services If additional services with respect to related work are required beyond those specified in the Scope of Work, and not included in the compensation listed in this Agreement, the parties will amend this Agreement before the Consultant performs the additional services However, Consultant agrees that it will perform additional services on the written request of an authorized representative of the City pending execution of an Amendment. Provided, nothing in this Agreement shall limit Consultant's ability to carry out its objectives and duties associated with the Down Town Association and/or as agreed upon with the Business Improvement Area Board [BIA] consistent with all laws, regulations, codes, and applicable permitting requirements. Page 1 of 9 3. Consultant's Representations The Consultant represents and warrants that it has all necessary licenses to perform the services provided for in this Agreement. 4. Compensation As compensation for the Consultant's performance of the services provided for in this Agreement, the City will pay the Consultant the fees and costs specified on Exhibit "B." Total compensation is not-to-exceed $25,000.00. The Consultant will submit to the City an invoice or statement of time spent on tasks included in the scope of work, and the City upon acceptance of the invoice or statement will process the invoice or statement in the next billing/claim cycle following receipt of the invoice or statement, and will remit payment in accordance with Exhibit "B." Consultant's invoice shall be due within 10 day after execution of this agreement. There after the invoice shall be submitted quarterly. The City shall then issue/process a check in the next billing/claim cycle following submittal of the invoice. City shall not wait to remit payment until after the respective quarter ends, but shall do so promptly as stated above. 5. Time for Performance and Term of Agreement The Consultant will not begin any work under this Agreement until authorized in writing by the City. The Consultant will perform the services in accordance with the direction and scheduling provided on Exhibit "A" unless otherwise agreed to in writing by the parties. All work under this Agreement will be completed by December 31, 2019. 6. Ownership and Use of Documents All documents, reports, memoranda, diagrams, sketches, plans, surveys, design calculations, working drawings and any other materials created or otherwise prepared by the Consultant as part of its performance of this Agreement will be owned by and become the property of the City, and may be used by the City for any purpose beneficial to the City. 7. Records Inspection and Audit All compensation payments will be subject to the adjustments for any amounts found upon audit or otherwise to have been improperly invoiced, and all records and books of accounts pertaining to any work performed under this Agreement will be subject to inspection and audit by the City for a period of up to three (3) years from the final payment for work performed under this Agreement. 8. Continuation of Performance In the event that any dispute or conflict arises between the parties while this Contract is in effect, the Consultant agrees that, notwithstanding such dispute or conflict, the Consultant will continue to make a good faith effort to cooperate and continue work toward successful completion of assigned duties and Page 2 of 9 responsibilities. The City agrees that in the event of the same that compensation justly earned shall not be withheld as a means to compel future completion of tasks. 9. Administration of Agreement Any written notices required by the terms of this Agreement will be served on or mailed to the following addresses: City of Auburn Auburn Downtown Association 25 West Main Street 110 2nd St SW, Suite 145 Auburn, WA 98001-4998 Auburn, WA 98002 Phone: 253-804-3101 Phone: 253-939-3982 Fax: 253-288-3132 10. Notices All notices or communications permitted or required to be given under this Agreement will be in writing and will be deemed to have been duly given if delivered in person or deposited in the United States mail, postage prepaid, for mailing by certified mail, return receipt requested, and addressed, if to a party of this Agreement, to the address for the party set forth above. Either party may change his, her or its address by giving notice in writing to the other party. 11. Insurance The Consultant will 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, or the Consultant's agents, representatives, employees, or subcontractors. Consultant's maintenance of insurance as required by the Agreement does not limit the liability of the Consultant to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Consultant will obtain insurance of the types described below: a. 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. Consultant shall maintain automobile insurance with minimum combined single limit for bodily injury and property damage of$1,000,000 per accident. b. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to Page 3 of 9 provide a per project aggregate limit using ISO form CG 25 03 05 09 or equivalent endorsement. There shall be no exclusion for liability arising from explosion, collapse or underground property damage. 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 using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured-Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing equivalent coverage. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate, and a $2,000,000 products-completed operations aggregate limit. c. Worker's Compensation coverage as required by the Industrial Insurance laws of the State of Washington. The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: a. The Consultant's insurance coverage will be primary insurance as respects the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City will be excess of the Consultant's insurance and will not contribute with it. b. The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City. Insurance is to be placed with an authorized insurer in Washington State. The insurer must have a current A.M. Best rating of not less than A:VII. Consultant will furnish the City with certificates of insurance and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. 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 7 until the Consultant has fully complied with this section. If the Consultant maintains higher insurance limits than the minimums shown above, the City will be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Consultant, irrespective of whether such limits maintained by the Consultant are greater than those required by this contract or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by the Consultant. Failure on the part of the Consultant to maintain the insurance as required will constitute a material breach of contract, upon which the City may, after giving five business days' notice to the Consultant to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and Page 4 of 9 pay any and all premiums in connection therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Consultant from the City. 12. Indemnification/Hold Harmless The Consultant shall defend, indemnify and hold the City, its officers, officials, employees, and volunteers harmless from any and all claims, injuries, damages, losses, or suits including attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. If a court of competent jurisdiction determines that this Agreement is subject to RCW 4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence of the Consultant and the City, its officers, officials, employees, and volunteers, the Consultant's liability will be only to the extent of the Consultant's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section will survive the expiration or termination of this Agreement. 13. Assignment Neither party to this Agreement will assign any right or obligation hereunder in whole or in part, without the prior written consent of the other party hereto. No assignment or transfer of any interest under this Agreement will be deemed to release the assignor from any liability or obligation under this Agreement, or to cause any such liability or obligation to be reduced to a secondary liability or obligation. 14. 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. 15. Amendment, Modification or Waiver No amendment, modification or waiver of any condition, provision or term of this Agreement will be valid or of any effect unless made in writing, signed by the party or parties to be bound, or such party's or parties' duly authorized representative(s) and specifying with particularity the nature and extent of such amendment, modification or waiver. Any waiver by any party of any default of the other party will not affect or impair any right arising from any subsequent default. Nothing herein will limit the remedies or rights of the parties hereto under and pursuant to this Agreement. Page 5 of 9 16. Termination for Cause. In the event that the City determines that the Consultant failed to comply with the conditions of the Agreement, the City has the right to suspend or terminate the Agreement by giving the Consultant a written notice of corrective action required. If the Consultant does not remedy all conditions in the corrective notice within thirty (30) days of the date of notice, the City may terminate or suspend the contract or require specific performance including completion of the Agreement. 17. Termination for Convenience Either Party may terminate this Agreement by providing the other party with written notice of such termination, specifying the effective date with at least thirty (30) days' notice. 18. Parties in Interest This Agreement will be binding upon, and the benefits and obligations will inure to and bind, the parties and their respective successors and assigns, provided that this section will not be deemed to permit any transfer or assignment otherwise prohibited by this Agreement. This Agreement is for the exclusive benefit of the parties and it does not create a contractual relationship with or exist for the benefit of any third party, including contractors, sub-contractors and their sureties. 19. Costs to Prevailing Party In the event of such litigation or other legal action, to enforce any rights, responsibilities or obligations under this Agreement, the prevailing parties will be entitled to receive its reasonable costs and attorney's fees. 20. Applicable Law This Agreement and the rights of the parties will be governed by and interpreted in accordance with the laws of the State of Washington and venue for any action will be in of the county in Washington State in which the property or project is located, and if not site specific, then in King County, Washington; provided, however, that it is agreed and understood that any applicable statute of limitation will commence no later than the substantial completion by the Consultant of the services. 21. Captions, Headings and Titles All captions, headings or titles in the paragraphs or sections of this Agreement are inserted for convenience of reference only and do not constitute a part of this Agreement or act as a limitation of the scope of the particular paragraph or sections to which they apply. The singular includes the plural and vice versa and masculine, feminine and neuter expressions will be interchangeable. Interpretation or construction of this Agreement will not be affected by any determination as to who is the drafter of this Agreement, this Agreement having been drafted by mutual agreement of the parties. 22. Severable Provisions Each provision of this Agreement is intended to be severable. If any provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity will not affect the validity of the remainder of this Agreement. Page 6 of 9 23. Entire Agreement This Agreement contains the entire understanding of the parties hereto in respect to the transactions contemplated hereby and supersedes all prior agreements and understandings between the parties with respect to such subject matter. 24. Counterparts This Agreement may be executed in multiple counterparts, each of which will be one and the same Agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective the day and year first set forth above. CITY OF AUBURN AUBURN DOWNTOWN ASSOCIATION ICIY\VA-10k.044,4 IOC/ /au jai\ ancy Bac , Mayor "igna ure Na `1 )11a M Title: ' Zai(// Federal Tax ID No: Appro -` to form: Steve Gross, City Attorney Page 7 of 9 Exhibit A Scope of Services OUTREACH The Consultant as a broad based audience on social media and the ability to cross- promote any and all activities to create unity between business members, citizens, and similar area organizations. The Consultant will provide consistent messaging across all channels of communication, including member-to-member communications and community outreach efforts beyond social media through traditional media sources. PROGRAM OF WORK The Consultant's scope is as follows: 1. Promotion of the Business Improvement Area (BIA) 1.1.Coordinate events focused on retail and entertainment activities for the downtown core that enhance the shoppers experience. 1.2. Promote brand awareness; to have a presence and assist the City of Auburn in downtown retail tourism outreach 1.3.Promote events via social media platforms, as well as other marketing channels, and the Chamber calendar (i.e. wine, art, chocolate walk) 1.4. Promotion of Downtown Auburn as a safe and enjoyable place to shop, work, and play via social media platforms and ADA website 1.5.Programming to increase engagement of businesses in events and downtown improvement strategies via social media platforms and other marketing channels. Page 8 of 9 f Exhibit B Compensation Total compensation for the Consultant's services will not exceed $25,000.00 for the term of this Agreement. Payment will be provided by the City as follows: 1. Compensation payments will be divided among the four quarters of 2019. After the Consultant submits to the City on a quarterly invoice as specified above of time spent on tasks included in the scope of work , the City will remit payment not to exceed the following quarterly amount of$6,250.00. Page 9 of 9