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.
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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.
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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.
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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
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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. — -- --
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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
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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.
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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.
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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:
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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]
•
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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.
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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.
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EXHIBIT B
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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.
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