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HomeMy WebLinkAbout409203 Corinne Gail Interior Design - Mountainview Cemetery Office - DocuSign Envelope ID:00681314-91 B4-405C-947B-F88F18188198 CITY OF AUBURN AGREEMENT FOR SERVICES Corinne Gail Interior Design — Mountainview Cemetery Office. THIS AGREEMENT made and entered into on this 2 2Jv of May-ch , 2021 ("effective date"), by and between the CITY OF AUBURN ("City"), a municipal corporation of the State of Washington, and Corinne Gail Interior Design LLC, ("Provider"), whose address is 20507 125th Street CT. E Bonney Lake, WA 98391. In consideration of the conditions and the mutual promises and covenants contained in this Agreement, the parties agree as follows: 1. Scope of Services The Provider agrees to perform the tasks described on Exhibit "A". The Provider will be responsible to provide work products and services of a quality and professional standard acceptable to the City. The Provider will, without additional compensation, correct or revise any negligent errors, omissions or other deficiencies in its plans, designs, drawings, specification, reports and other services required during the Term of this Agreement. Any approval by the City of Provider's services will not in any way relieve the Provider of responsibility for the accuracy and adequacy of its services. 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 prior to the Provider performing the additional services. The amendment will set the nature, scope, and payment terms of the additional services. However, if the time period for the completion of such services makes execution of an amendment impractical prior to the commencement of the Provider's performance, the Provider agrees that it will perform such additional services on the written request of an authorized representative of the City pending execution of an Amendment subject to the terms and conditions of this Agreement except where the authorization provides to the contrary. The invoice procedure for any such additional services will be as described in Section 4 of this Agreement. 3. Provider's Representations & Qualifications The Provider represents and warrants that it has all necessary licenses and certifications to perform the services provided for in the Agreement, and is qualified to perform those services. Provider represents that the person signing this Agreement on behalf of Provider has all requisite authority to bind Provider to the terms and conditions of this Agreement. Mountainview Cemetery February 19,2021 Page 1 of 13 DocuSign Envelope ID:00681314-91 B4-405C-947B-F88F18188198 4. Compensation As compensation for the Provider's performance of the services provided for in this Agreement, the City will pay the Provider the fees and costs specified in Exhibit "B". These payments will be full compensation for work performed or services rendered and for all labor, materials, supplies, equipment, overhead, profit, and incidentals necessary to complete the work. The Provider will monthly 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, and will remit payment to the Provider, subject to any conditions or provisions in this Agreement or Amendment. The Agreement number must appear on all invoices submitted. Copies of original supporting documents will be supplied to the City upon request. The not-to-exceed amount for the consulting fee provided under this agreement is $5,400.00, excluding all costs of goods, construction costs, sub-contractors, and related costs. The Provider will not undertake any work or otherwise financially obligate the City in excess of this amount without prior written authorization. Compensation to be paid the Provider in succeeding years after the current year will be contingent upon availability of funds. 5. Time for Performance, Term, and Termination of Agreement The Provider will not begin any work under this Agreement until authorized in writing by the City. The term of this Agreement commences on the later date of the Parties execution of this Agreement, as reflected on the signature page. The Provider 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 performed under this Agreement will be completed one hundred and five (105) days from the effective of this Agreement. That date may be extended by the city due to circumstances or events beyond the Provider's control, including without limitation, emergency conditions, legal restraint, action(s) of a governmental civil or military authority, fire, labor dispute, war, terrorism, riot, theft, acts of God or equipment failure. Termination for cause. Either party may terminate this Agreement upon 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 notice will identify the reason(s) for termination, and specify the effective date of termination. Upon receipt of notification of a breach, the breaching party will have 15 business days to cure the breach. In the event the breach is not cured within 15 business days, the non- breaching party may, at its option, terminate this Agreement immediately. In the event of termination of this Agreement by City based on a failure of Provider to cure an alleged breach, termination does not discharge City's obligation to pay all outstanding invoices in full and City agrees it will pay all outstanding invoices in full no later than the date that it terminates this Agreement for failure of Provider to cure the alleged breach. Mountainview Cemetery February 19,2021 Page 2 of 13 DocuSign Envelope ID:00681314-91 B4-405C-9478-F88F16188198 Termination for Convenience. The City may terminate this Agreement upon not less than seven (7) days written notice, which shall contain the effective date of termination, to the Provider. If this Agreement is terminated through no fault of the Provider, the Provider will be compensated for services performed and expenses accrued prior to termination in accordance with the rate of compensation provided in Exhibit"B". This payment shall fully satisfy and discharge the City of all obligations and liabilities owed the Provider, who shall not be liable for any anticipated profits or other consequential damages resulting from the termination. Upon receipt of a termination notice, the Provider will promptly discontinue all services affected and deliver to the City all data, drawings, specifications, reports, summaries, and such other information and materials as the provider may have accumulated, prepared, or obtained in performing this Agreement, whether fully or partially completed. In the event this Agreement is terminated by either party, City agrees that any outstanding Invoice(s) are immediately due and City agrees to pay all outstanding invoices at the time of termination. All rights and remedies provided in this Section are not exclusive of any other rights or remedies that may be available to the City, whether provided by Law, equity, in any other agreement between the parties or otherwise 6. Ownership and Use of Documents The Provider retains all rights under the Copyright Act of 1976 and all other rights in and to the diagrams, sketches, designs and working drawings created or otherwise prepared by the Provider as part of his performance of this Agreement (the "Work Products"), except ownership and possession and as limited by this section. The Provider grants to the City and its assigns an irrevocable license to use and make reproductions of the Work Product for non-commercial purposes, and to alter or make derivative works of the Work Product as the City deems necessary to improve its facilities. The Provider acknowledges that the Agreement, and documents provided in connection with this Agreement, become a public record and may be subject to inspection and copying, unless the information is declared by law to be confidential or is otherwise exempted from public records disclosure requirements due to copyright or some other basis. 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. If any litigation, claim, dispute, or audit is initiated before the expiration of the three (3) year period, all records and books of account pertaining to any work performed under this Agreement will be retained until all litigation, claims, disputes, or audit are finally resolved. Mountainview Cemetery February 19, 2021 Page 3 of 13 DocuSign Envelope ID:00681314-91 B4-405C-947B-F88F18188198 8. Continuation of Performance In the event that any dispute or conflict arises concerning the terms and conditions of this agreement between the parties while this Agreement is in effect, the Provider agrees that, notwithstanding such dispute or conflict, the Provider will continue to make a good faith effort to cooperate and continue to work toward successful completion of the delivery of services as described in Exhibit A and fulfill its contractual responsibilities. 9. Independent Contractor The Provider will perform the services as an independent contractor and will not be deemed, by virtue of this Agreement and performance of its provisions, to have entered into any partnership, joint venture, employment or other relationship with the City. Nothing in this Agreement creates any contractual relationship between the Provider's employee, agent, or subcontractor and the City. 10. Administration of Agreement This Agreement will be administered by Craig Hudson, on behalf of the Provider, and by the Mayor of the City, or designee, on behalf of the City. Any written notices required by the terms of this Agreement will be served on or mailed to the following addresses: Craig Hudson Corinne Gail Sadowsky City of Auburn Corinne Gail Interior Design, LLC 25 West Main St 20507 125th Street Ct. E. Auburn WA 98001-4998 Bonney Lake WA 98391 Phone: 253-931-3009 corinnegailcomcast.net Emaill:chudson@auburnwa.gov 253-740-4498 Email2: Imoore@auburnwa.gov 11. Notices All notices or communications referenced by_or required to be given by this Agreement will be in writing and will be deemed to have been duly given if delivered in person or sent by regular mail, postage prepaid, and addressed, if to a party of this Agreement, to the address for the party set forth above. If addressed to a non-party, the notice will be sent, in the foregoing manner, to the address designated by a party to this Agreement. If addressed to the email address noted above, a notice will be deemed to have been duly given when transmitted by electronic mail and confirmation of the receipt of the message is complete (either automatically or by the recipient), provided however that any email transmission initiated after 5:00 PM on a weekday, or at any time on a Saturday, Sunday or legal holiday, shall be deemed delivered on the following business day to the date of confirmation). All other communications between the parties may be by whatever method the parties desire. Either party may change its address by giving notice in writing to the other party. 12. Insurance The Provider will, at its sole expense, procure and maintain for the duration of this Agreement—and-30—days thereafter—insurance against—claims fol—i-njari-es to arsons or Mountainview Cemetery February 19,2021 Page 4 of 13 Docusign Envelope ID:00681314-91B4-405C-9478-F88F18188198 damage to property which may arise from or in connection with the performance of this Agreement by the Provider, its agents, representatives, or employees. Provider's maintenance of insurance as required by the Agreement will not be construed to limit the liability of the Provider to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Service Provider will obtain insurance of the types described below: a. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles, Coverage will be at least as broad as Insurance Services Office (ISO) form CA 00 01 (provider may use a substitute form providing equivalent liability coverage). Provider will maintain automobile insurance with minimum combined single limit for bodily injury and property damage of$100,000 per person $300,000 each occurrence. b. Commercial General Liability insurance will be at least as broad as ISO occurrence form CG 00 01 and will cover liability arising from premises, operations, stop-gap independent contractors, products-completed operations, personal injury and advertising injury, and liability assumed under an insured contract. The City will be named as an additional insured under the Provider'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 Additional Insured endorsement CG 20 26. Commercial General Liability insurance will be written with limits no less than $1,000,000 each occurrence, $1,000,000 general aggregate. c. Worker's Compensation coverage as required by the Industrial Insurance laws of the State of Washington. d. Professional Liability insurance appropriate to the Provider's profession with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. For Automobile Liability and Commercial General Liability insurance, the policies are to contain, or be endorsed to contain that Provider's insurance coverage will be primary insurance as respects the City. Any insurance, self-insurance, or self-insurance pool coverage maintained by the City will be excess of the Provider's insurance and will not contribute with it. 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. The Provider will furnish the City with original certificates of insurance, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of this Agreement before commencement of the work. The City reserves the right to require that complete, certified copies of all required insurance policies and/or evidence of all subcontractors' coverage be submitted to the City at any time. The City may withhold payment if the Provider does not fully comply with this request. — -- -- Mountainview Cemetery February 19,2021 Page 5 of 13 DocuSign Envelope ID:00681314-91 B4-405C-947B-F88F18188198 If the Provider 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 Provider, irrespective of whether such limits maintained by the Provider 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 Provider. Failure on the part of the Provider 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 Provider to correct the breach, immediately terminate the Agreement or, at its discretion, procure or renew such insurance and 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 Provider from the City. The provider will provide the City with written notice of any policy cancellation within two business days of their receipt of such notice. 13. Indemnification/Hold Harmless Except for injuries and damages caused by the sole negligence of the City, the Provider will defend, indemnify and hold the City and its officers, officials, employees, and volunteers harmless from any and all claims, injuries, damages, losses, or suits of every kind, including attorney fees and litigation expenses, arising out of or resulting from the acts, errors, or omissions of the Provider, its employees, agents, representatives, or subcontractors, including employees, agents, or representatives of its subcontractors, made in the performance of this Agreement, or arising out of worker's compensation, unemployment compensation, or unemployment disability compensation claims. Provider is not responsible for relying on the accuracy of any specification, floor plan or related information that the City provides. The City will notify Provider immediately if it learns that any specification, floor plan or related information deviates from specifications or contains erroneous information. City understands and agrees that Provider DISCLAIMS ANY ALL WARRANTIES OF ANY TYPE INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, HABITABILITY and any other express or implied warranty. City has been advised and agrees that Provider is not legally responsible for any acts or omissions attributable to any supplier, manufacturer, contractors, sub-contractor and/or other third party. City also agrees to hold harmless, indemnify and defend (with legal counsel approved by Provider) Provider from any claims brought against Provider and or City by a third party, supplier, manufacturer, contractor, or sub-contractor that arise out of or relate to services Provider provided under the terms of this Agreement. City understands and agrees that Provider is not responsible for any loss(es), damage(s), expense(s) or any item of economic or non-economic loss resulting from delays, errors, failure in performance, product defect, construction defect, or material defect attributable Mountainview Cemetery February 19,2021 Page 6 of 13 DocuSign Envelope ID:00681314-91 B4-405C-947B-F88F18188198 to any supplier, manufacturer, contractor, sub-contractor or any other third party regardless of the cause. 14. 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. No assignment or transfer of any interest under this Agreement will 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. 15. Nondiscrimination The Provider 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. 16. 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 the party's or parties' duly authorized representative(s) and specifying with particularity the nature and extent of such amendment, modification or waiver. Any waiver, approval or acceptance, or payment by any party will not affect or impair that party's rights arising from any default by the other party. 17. Parties in Interest This Agreement is binding upon, and the benefits and obligations hereto will inure to and bind, the parties and their respective successors and assigns, although 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. 18. Force Maieure Any delay in the performance of any obligation under this Agreement shall be excused, if and so long as the performance of the obligation is prevented, delayed or otherwise hindered by any act not within the control of a party such as fire, cyber/ransomware attack, earthquake, flood, explosion, actions of the elements, riots, mob violence, strikes, pandemic, lockouts, and emergency orders of the state or federal government. 19. Applicable Law This Agreement and the rights of the parties will be governed by with the laws, regulations, and ordinances of the City, of the State of Washington, and King County. Venue for any action involving this agreement will be in the county in which the property or project is located, and if not site specific, then in King County. It is agreed that any applicable statute of limitation will commence no later than the substantial completion by the Provider of the services. Mountainview Cemetery February 19,2021 Page 7 of 13 DocuSign Envelope ID:00681314-91 B4-405C-947B-F88F16188198 20. 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 will 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. Where appropriate, the singular will include 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. 21. Severable Provisions Each provision of this Agreement is intended to be severable. If any provision is illegal or invalid for any reason, such illegality or invalidity will not affect the validity of the remaining provisions. 22. Entire Agreement This Agreement together with any subsequent amendments or addendums contains the entire understanding of the parties in respect to the transactions contemplated and supersedes all prior representations, agreements and understandings between the parties, either oral or written. No other understandings, oral or otherwise, regarding this Agreement shall bind any party. 23. Non-Availability of Funds Every obligation of the City under this Agreement is conditioned upon the availability of funds appropriated or allocated for the performance of such obligation; and if funds are not allocated and available for the continuance of this Agreement, then this Agreement may be terminated by the City at the end of the period for which funds are available, without the seven (7) days' notice provided by Section 5. No liability will accrue to the City in the event this provision is exercised, and the City will not be obligated or liable for any future payments or damages as a result of termination under this Section. 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. 25. Publicity City grants Provider the right to record the progress of the project from beginning to end through any means We deem appropriate. In addition, City agrees that Provider can publish and display audio, video, images and designs related to the project (at any stage from commencement of the project to completion) in promotional materials, trade publications, blogs, advertisements, on websites, on social medias sites and on image sharing sites and for any other publicity purpose Provider deems appropriate. In the event City posts or submits photographs or video of any portion of project and/or of the completed project to any website, social media site, image or video sharing site, or any publication, City agrees to provide the following attribution: Designed by Corinne Gail Interior Design. Mountainview Cemetery February 19, 2021 Page 8 of 13 DocuSign Envelope ID:00681314-91 B4-405C-9478-F88F18188198 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective the day and year first set forth above. CITY OF AUBURN CORINNE GAIL INTERIOR DESIGN, LLC r-� r—DocuSigned by: Dam EaaDirector tore __- Parks Department f—%S Name: Corinne Sadowsky C Title: Owner Date: March 22, 2021 Approved as to form: °. ; vet/LA kendra Comeau, City Attorney Signature Name: Title: Date: Mountainview Cemetery February 19,2021 Page 9 of 12 DocuSign Envelope ID:00681314-91 B4-405C-9478-F88F18188198 EXHIBIT A - SCOPE OF WORK Provider will consult with the city to ascertain its goals, take measurements as needed, and offer recommendations for purchases of furniture, materials, merchandise, and contract labor. Provider will prepare as needed drawings and documents to show design recommendations and will update those drawings and documents after input from the city. The provider will include sample materials when helpful and available, and will provide an estimated budget for the approved recommended interior design. The budget is not a guarantee of the cost of services, material and products. Purchases. Provider will only conduct trade purchases for City. For those purchases, Provider will not place any order until receipt of signed approval with appropriate payment is received. Once an order is placed on the City's behalf, Provider may not be able to cancel the order or, and if Provider is able to cancel the order, there may be cancellation fees, restocking fees, or other fees which are in addition to any administrative fee. [INSERT EXHIBIT A FROM VENDOR'S CONTRACT] • Mountainview Cemetery February 19,2021 Page 10 of 13 DocuSign Envelope ID:00681314-91 B4-405C-9478-F88F18188198 EXHIBIT B - COMPENSATION Design Fee project estimate: $5,400.00 (Washington Sales Tax for Auburn 10.1 % will apply) Fees to be billed directly to City of Auburn Design fees are non-refundable. Additional Notes: Design consultative services to commence immediately on approval and receipt of signatures. Project to be completed on or before one hundred and five (105)days from the effective date of the contract. Design fees may be paid directly via check. City acknowledges that the estimated design budget is set forth as outlined in the Scope of Work, and that it is only an estimate. Provider will inform client in advance if the estimated project design hours need to be increased in order to complete the project Scope of Work. Provider's designer fees are billed at $135.00 per design hour plus applicable local and state sales tax. The designer fees exclude all costs of goods, construction costs, sub-contractors, and related costs as well as cost of window treatments. All payments made toward design costs are non-refundable upon receipt by Provider. •All custom window treatments, custom bedding, custom textiles, custom furnishings are sold at 20% off retail to include shipping and handling but not installation. City understands that orders for custom window, bedding, and textile creations vetted through independent work rooms are non-refundable. 'All other purchases including Provider specified materials, off the floor purchases, and online sales are sold at 20%off retail or 15% above trade pricing. Discounts will vary from retailer to retailer. 'Merchandise and custom textiles purchased directly from third parties will be billed directly to City by Provider and will include all taxes or fees levied or assessed by any local, county, state, or federal governmental entity; restocking fees; expedited or rush fees; handling fees, shipping fees, storage fees, and other fees charged by the third party. 'Merchandise, custom products, and materials purchased via PayPal; Visa, MC, Amex, will incur appropriate bank transaction fees as dictated by each institution. .In the event, City decides to cancel or modify any order, that City authorized Provider to make with a third party, may result in the imposition of fees (e.g. restocking fees, design fees, material fees, cancellation fees, etc.) and/or the forfeiture of any payment(s) made. All services performed by Provider related to an order(s) cancelled or modified by City will be billed to City at an hourly rate of$185 per design hour. Mountainview Cemetery February 19, 2021 Page 11 of 13 DocuSign Envelope ID:00681314-91 B4-405C-947B-F88F18188198 Modification, cancellation or changes to this Agreement, including work that exceeds the scope of services provided under the terms of this Agreement, will be billed to City at an hour rate of $185 per design hour. All time is billed increments of 1/10 of an hour, however, the minimum billing increment for all hourly services is 2/10 of an hour. City agrees to pay for all of Provider's expenses related to or necessitated by the project. Expenses that may be incurred include, but are not limited to messengers, and overnight and expedited delivery. Mountainview Cemetery February 19, 2021 Page 12 of 13 DocuSign Envelope ID:00681314-91 B4-405C-947B-F88F18188198 EXHIBIT B Mountainview Cemetery February 19, 2021 Page 13 of 13 DocuSign Envelope ID:00681314-91 B4-405C-947B-F88F18188198 CITY OF AUBURN AGREEMENT FOR SERVICES Corinne Gail Interior Design — Mountainview Cemetery Office. YGt THIS AGREEMENT made and entered into on this 2 J of 1"\fit tV , 2021 ("effective date"), by and between the CITY OF AUBURN ("City"), a municipal corporation of the State of Washington, and Corinne Gail Interior Design LLC, ("Provider"), whose address is 20507 125th Street CT. E Bonney Lake, WA 98391. In consideration of the conditions and the mutual promises and covenants contained in this Agreement, the parties agree as follows: 1. Scope of Services The Provider agrees to perform the tasks described on Exhibit "A". The Provider will be responsible to provide work products and services of a quality and professional standard acceptable to the City. The Provider will, without additional compensation, correct or revise any negligent errors, omissions or other deficiencies in its plans, designs, drawings, specification, reports and other services required during the Term of this Agreement. Any approval by the City of Provider's services will not in any way relieve the Provider of responsibility for the accuracy and adequacy of its services. 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 prior to the Provider performing the additional services. The amendment will set the nature, scope, and payment terms of the additional services. However, if the time period for the completion of such services makes execution of an amendment impractical prior to the commencement of the Provider's performance, the Provider agrees that it will perform such additional services on the written request of an authorized representative of the City pending execution of an Amendment subject to the terms and conditions of this Agreement except where the authorization provides to the contrary. The invoice procedure for any such additional services will be as described in Section 4 of this Agreement. 3. Provider's Representations & Qualifications The Provider represents and warrants that it has all necessary licenses and certifications to perform the services provided for in the Agreement, and is qualified to perform those services. Provider represents that the person signing this Agreement on behalf of Provider has all requisite authority to bind Provider to the terms and conditions of this Agreement. Mountainview Cemetery February 19,2021 Page 1 of 13