Loading...
HomeMy WebLinkAboutAgreement between COA & Reelrenton Y A b,t to.l i t r Version date 10.17.19 i CITY OF AUBURN AGREEMENT FOR SERVICES THIS AGREEMENT is made and entered into on this Jg day of 0146k t' ,2019,by and between 1 the City of Auburn,a municipal corporation of the State of Washington, ("City")and Reelrenton, a Washington non-profit corporation("Consultant"). S RECITALS : 1. The City wishes to hire the Consultant to provide tourism event management services in connection with the City's Auburn Film Festival. 2. The Consultant is qualified and able to provide consulting services in connection with the City's needs for this project,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 the tasks described in Exhibit"A". The Consultant shall perform the services as an independent contractor and shall not be deemed,by virtue of this Agreement to have entered into any partnership,joint venture,employment or other relationship with the City. 2. Additional Services. The parties may agree to the performance by the Consultant of additional services by written amendment to this agreement. Consultant agrees that it shall perform additional services on the oral request of an authorized representative of the City pending execution of an amendment. 3. Consultant's Representations. The Consultant represents and warrants that it has all necessary licenses and certifications to perform the services provided for in this Agreement,and is qualified to perform those services. 4. City's Responsibilities. I The City shall: a. Designate in writing a person to act as the City's representative with respect to the services. The i City's designee shall have complete authority to transmit instructions, receive information, 6 interpret and define the City's policies and decisions with respect to the services. b. Furnish the Consultant with all information, criteria, objectives, schedules and standards for the project. c. Examine and evaluate all studies,reports,memoranda,plans,and other documents prepared by the Consultant and render decisions regarding such documents in a timely manner. i Page 1 of 8 i 1 Version date 10.17.19 5. Acceptable Standards. The Consultant shall be responsible to provide, in connection with the services contemplated in this Agreement,work product and services of a quality and professional standard acceptable to the City. 6. Compensation. As compensation for the Consultant's performance of the services provided for in this Agreement, the City shall pay the Consultant the fees and costs specified on Exhibit"A"up to a total contract amount not to exceed ten thousand four hundred dollars ($10,400.00) without further written permission from the City. The Consultant shall submit to the City an invoice or statement of time spent on tasks included in the scope of work, and the City shall process the invoice or statement in the next billing cycle following receipt of the invoice or statement, and shall remit payment to the Consultant, subject to any conditions or provisions in this Agreement or addendum. 7. Time for Performance and Term of Agreement. The Term of this Agreement shall commence on the date of execution. The work shall be completed on or before March 6,2020. 8. 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 his j' performance of this Agreement(the"Work Products")shall be owned by and become the property of the City,and may be used by the City for any purpose beneficial to the City. i 9. Records Inspection and Audit. All compensationpayments shall 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 shall 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. i+ 10. Continuation of Performance. i! 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 shall continue to make a good faith effort to cooperate and continue work toward successful completion of assigned duties and responsibilities. 11. Administration of Agreement. This Agreement shall be administered by Warren Etheredge,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: City of Auburn Consultant Auburn City Hall Reelrenton 25 West Main Ben Andrews Auburn,WA 98001-4998 625 S 46'St (253)804-3101 Renton,Wa 98057 (253)288-2123 (FAX) 253.861.7755 dlein@auburnwa.gov bandrews@gorenton.com Page 2 of 8 Version date 10.17.19 12. Notices. All notices or communications permitted or required to be given under this Agreement shall be in writing and shall 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,or if to a person not a party to this Agreement,to the address designated by a party to this Agreement in the foregoing manner. Any party may change their address by giving notice in writing to the other party. 13. Insurance. The Consultant shall be responsible for maintaining,during the term of this Agreement and at its sole cost and expense,the types of insurance coverages and in the amounts described below. The Consultant shall furnish evidence,satisfactory to the City,of all such policies. During the term hereof,the Consultant shall take out and maintain in full force and effect the following insurance policies: a. Automobile Liability in an amount not less than$1,000,000 dollars per occurrence 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. b. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate, and shall be at least as broad as ISO occurrence form CG 00 01 and shall cover liability arising from premises,operations,stop-gap independent contractors and personal injury and advertising injury. The City shall be named as an additional insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using an additional insured endorsement at least as broad as ISO CG 20 26. c. Certificate of Insurance for worker's compensation coverage, or a Sole Proprietor Waiver if the Consultant have no employees,provided that if a Certificate of Insurance is provided,the insurer must agree to waive all rights of subrogation against the City,its officers,agents,employees,and volunteers for losses arising from work performed by the Consultant for the City. On execution of this Agreement by the Consultant, the Consultant shall furnish to the City copies of the Certificates of Insurance drawn in conformity with the above insurance requirements. The city reserves the right to refuse payment until it receives the certificates or certified copies of the insurance policies. The Consultant's insurance coverage shall be primary insurance as respects the City. Any insurance or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. If the consultant maintains higher insurance limits than the minimums shown,the city shall be insured for the full available limits maintained by the consultant irrespective of whether the limits are greater than those required by this Agreement or whether any certificate of insurance furnished to the city evidences limits of liability lower than those maintained by the Consultant. If a policy does expire during the term of this Agreement, a renewal certificate must be sent to the City fifteen(15)days prior to the expiration date of the policy. Page 3 of 8 Version date 10.17.19 Failure on the part of the Consultant to procure and maintain the required liability insurance and provide proof of coverage to the City within ten (10) days following the commencement of a new policy, shall constitute a material breach of this Agreement, and the City may immediately terminate this Agreement. The City reserves the right to continue payment of any insurance premiums otherwise due and payable by the Consultant and to deduct reimbursement from amounts due or subsequently due to the Consultant as described in Exhibit A. 14. Indemnification. The Consultant shall indemnify,defend and hold harmless the City and its officers,agents,employees and volunteers from any and all claims, actions, suits, liability, loss, costs, expenses, and damages of any nature whatsoever, including attorney fees, by any reason of or arising out of the act or omission of the Consultant,its officers,agents,employees,or any of them relating to or arising out of the performance of this Agreement except for injuries and damages caused by the sole negligence of the City. 15. Assignment. Neither party to this Agreement shall assign any right or obligation under this Agreement in whole or in part,without the prior written consent of the other party. No assignment or transfer of any interest under this Agreement shall be deemed to release the assignor from any liability or obligation under this Agreement,or to cause any liability or obligation to be reduced to a secondary liability or obligation. 16. Amendment,Modification or Waiver. No amendment, modification or waiver of any condition, provision or term of this Agreement shall be valid or of any effect unless made in writing,signed by the party or parties to be bound, or that 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 shall not effect or impair any right arising from any subsequent default. Nothing in this Section shall limit the remedies or rights of the parties. 17. Termination and Suspension. Either party may terminate this Agreement on written notice to the other party if the other party fails substantially to perform in accordance with the terms of this Agreement through no fault of the party terminating the Agreement. The City may terminate this Agreement upon not less than seven(7)days written notice to the Consultant if the services are no longer needed from the Consultant. If this Agreement is terminated through no fault of the Consultant,the Consultant shall be compensated for services performed prior to termination in accordance with the rate of compensation provided in Exhibit"B". 18. Parties in Interest. This Agreement shall be binding on,and the benefits and obligations of this Agreement shall inure to and bind,the parties and their respective successors and assigns,provided that this section shall not be deemed to permit any transfer or assignment otherwise prohibited by this Agreement. This Agreement is for the Page 4 of 8 f Version date 10.17 19 exclusiveI benefit of the parties of any third party, and it does including pa not create a contractual 19 g Consultant, sub-Consultant and therelationship Costs to Prevailin P with or exist for the In the eventPart sureties. benefit ofsuch litigation or other le unser this Agreement the prevailing party action, to a fees. enforce p Y shall be entitled ny rights, responsibilities or 20. A to receive its reasonable costs and attorney's obligations licable Lw. I This Agreement and the rights venue for anyon of the parties shall be commence no ater]than the substantialshall be in n governed by County, Washington; Anyla lawspof the State of Washingtonlimitation l 21, completion bypplicable statute of limitationshajd Ca tions the Consultant of the services. Headin sand Titles. All captions,headings or titles in the of ref prion onlyparagraphs or sections of this Agreement are in and shall not constitute a particularfn paragraph or actions to which theyart of this Agreement or act as a limitation of the convenience shall include the plural and vice versa ad ply. Unless otherwise clear from the context scope of the interchangeable. Interpretation or construction masculine, of line, feminine and neuter ex the singular determination as to who is the drafter of this Agreement, this A Pressions shall be this Agreement shall not be affected by any agreement of the parties. Agreement having been drafted by mutual III 22. Severable Provisions. Each provision of this Agreement is intended to be severable. If anyn1 for any reason whatsoever, that illegality or invalidity shall not affect validity of theereof srema remainder or invalid Agreement. dei of this 23. Entire Agreement. This Agreement contains the entire understanding of the parties and supersedes all prior agreements and understandings between the parties with respect to the subject matter. 11 24. Counterparts. 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. • cQ nt to be executed effective the day and Version date 10.17.19 WHEREOF,the parties have caused this Agreeme Ve IN WITNESS W�. year first set forth above. CONSULTANTCITY OF AUBURN ancy Bac ayor Approv as to form: Steve Gross,City Attorney K .1 Version date 10.17.19 EXHIBIT A:SCOPE &TIMELINE The Festival Director shall be responsible for the following elements of the Film Festival while remaining within budget for necessary expenditures prior and during the Festival. 10and Program 'L Sktiofl, • 1,1 • Version date 10.17.19 • Assist in the administration of the Facebook and Instagram account for the Auburn Adventure Film Festival. Ownership of websites,social media accounts or other digital marketing(I,(;to I�I111 P audiences)will be the property of and under the SU pcivlslon of the city I