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HomeMy WebLinkAbout2023, Little Shop of Horrors, Nadine Baxter Nadine Baxter August 7, 2023 – Little Shop of Horrors Page 1 of 4 CITY OF AUBURN AGREEMENT FOR SERVICES Nadine Baxter THIS AGREEMENT made and entered into on this _______ of , 2023, by and between the CITY OF AUBURN (“City”), a municipal corporation of the State of Washington, and NADINE BAXTER whose address is 3243 S 366th St. Auburn, WA 98001 (“Provider”). 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 Paint for the show Little Shop of Horrors based on the Directors Vision, at the Auburn Community Center, 910 9th St SE, Auburn, Washington, 98002. August 7, 2023 – October 11, 2023. Provider will perform the tasks to meet professional standards common in the industry. Must have all sets painted by Monday, October 9, 2022 with some minor touch-ups to be made The Provider shall notify and receive approval from the City Arts Program Coordinator for any substitutes, changes, or cancellations in the above-named performed service. 2. Compensation As compensation for the Provider’s performance of the services provided for in this Agreement, The City will pay the Provider a fee of $700.00 in 1 payment(s). The payment will be full compensation for work performed or services rendered necessary to complete the work. The City will provide support services (department brochure, printing programs, flyers, etc.) to the Provider regarding the program. 3. Termination of Agreement 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. In the event of a default by Provider, City may suspend all payments otherwise due to Provider and the City will have no further obligations to Provider. Termination for Convenience. The City may terminate this Agreement upon not less than seven (7) days written notice to the Provider. If this Agreement is terminated through no fault of the Provider, the Provider will be compensated for services performed 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. DocuSign Envelope ID: D2CEDA8D-8C28-4FBC-8FA1-20E73448723B August8th Nadine Baxter August 7, 2023 – Little Shop of Horrors Page 2 of 4 4. Independent Contractor The Contractor agrees and understands that he/she is an independent contractor and not the agent or employee of the City. The manner and means of providing the professional services herein are under the sole control of the Contractor. The Contractor shall be solely responsible for reporting his/her hours, earnings, income tax, and social security to the applicable federal and state agencies. The contractor understands that he/she is not entitled to any of the benefits provided by an employer to employees including but not limited to disability and unemployment insurance. 1. 5. Indemnification/Hold Harmless & Insurance A. 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. If is further specifically and expressly understood that this indemnification constitutes the Provider’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. B. Insurance. Provider will obtain 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 $1,000,000 per accident. 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 and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of this Agreement before commencement of the work. The provider will provide the City with written notice of any policy cancellation within two business days of their receipt of such notice. Failure by the Provider to maintain the insurance as required will constitute a material breach of this agreement, upon which the City may, after giving five (5) 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 City’s sole discretion, offset against funds due the Provider from the City. DocuSign Envelope ID: D2CEDA8D-8C28-4FBC-8FA1-20E73448723B Nadine Baxter August 7, 2023 – Little Shop of Horrors Page 3 of 4 6. Assignment Subcontracting of the services of this contract is not allowed unless prior approval is received by the department. 7. 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. 8. Amendment, Modification and 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. 9. Background Check Whenever the City deems it reasonably necessary, it may conduct, at its expense, criminal and driver history background checks of Provider and its contractors, officers, employees or agents that may have contact with minors or elderly as part of performing this agreement. The Provider will provide its full cooperation with the conduct of any check. The city may terminate this agreement if, in the opinion of the City, a background check shows that the Provider, its contractor, officer, employee, volunteer, or agent is unsuitable to provide the scope of work for this agreement. Alternatively, at the City’s discretion, the City may require the Provider to reassign any employee, agent, contractor, subgrantee, or volunteer that, in the City’s opinion, is unsuitable based on the background check. 10. Force Majeure 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. 11. 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. 12. 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 DocuSign Envelope ID: D2CEDA8D-8C28-4FBC-8FA1-20E73448723B Nadine Baxter August 7, 2023 – Little Shop of Horrors Page 4 of 4 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. 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 Nadine Baxter Signature Date: ________________________________ _____________________________ Daryl Faber, Parks Director Approved as to form: ____________________________ Harry Boesche, Acting City Attorney DocuSign Envelope ID: D2CEDA8D-8C28-4FBC-8FA1-20E73448723B 8/8/2023 8/8/2023 8/8/2023