HomeMy WebLinkAboutCircus Contract 2024 07.31.pdf - Docusign Envelope ID:5D056027-D735-4B18-9B56-8455B828EEBA
CITY OF AUBURN
AGREEMENT FOR SERVICES
School of Acrobatics and New Circus Arts at Rec n Roll
THIS AGREEMENT made and entered into on this 18th of June 2024, by and between the
CITY OF AUBURN ("City"), a municipal corporation of the State of Washington, and School of
Acrobatics and New Circus Arts ("Provider"), whose address is 674 S Orcas St, Seattle, WA,
98108.
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, whether during or after 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 for 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.
4. Compensation
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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 this agreement is $900.00 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 by August 23, 2024.
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, which notice shall contain the effective
date of termination. 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.
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.
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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
All documents, reports, memoranda, diagrams, sketches, plans, surveys, design
calculations, working drawings and any other materials created or otherwise prepared by
the Provider as part of his performance of this Agreement (the "Work Products") will be
owned by and become the property of the City, may be used by the City for any purpose
beneficial to the City, and are subject to the requirement of the Public Records Act, 42.56
RCW. 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. The Provider agrees to give its
fullest assistance to the City in identifying, locating, and copying any records in the
Provider's possession that are responsive, as determined by the City in its sole discretion,
to a Public Records Act request received by 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. If any litigation, claim, dispute, or audit is
initiated before the expiration of the three (3) pear 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.
8. Continuation of Performance
In the event that any dispute or conflict arises 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 and 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 Rachel Nehmer 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:
City of Auburn School of Acrobatics and New Circus
25 West Main St Arts
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Auburn WA 98001-4998 674 S Orcas St, Seattle,WA 98108
Phone: 253.931.4011 Phone: 206.652.4433
Fax: 253.931.4005
Email:
zpetersen@auburnwa.gov
11. 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 sent by
regular mail, postage prepaid, [by certified mail, return receipt requested,] 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.
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 for injuries to persons or
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. Synapse agrees to provide the following services (collectively the "Services"):
Instruction of ground-based circus arts including, but not limited to, juggling, tightwire,
object manipulation, and tumbling. Specific instruction will be based on the discretion
of the coach. Specifically excluded are aerial arts and trampoline tumbling..
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 $2,000,000 each occurrence, $2,000,000 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 $2,000,000 per claim and $2,000,000 policy aggregate limit.
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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 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 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.
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.
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.
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.
However, should a court of competent jurisdiction determine 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 Provider and the Public Entity, its officers, officials, employees, and volunteers, the
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Provider's liability, including the duty and cost to defend, hereunder shall be only to the
extent of the Provider's negligence.
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.
The provisions of this section were separately and mutually negotiated by the parties.
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 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.
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
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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.
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.
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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 Rachel Nehmer
DocuSigned by: Signed by:Katiul I
A' I
U NAIL Fakir 8/5/2024 J r25 U44H4 o�.iYov
Daryl` a er, Parks Director Signature r
Name: Rachel Nehmer
Title: Executive Di rector
Date: 8/5/2024
Approved as to form:
rSigned by:
a AV{b{{'t, f. Stblit,t18/8/2024
6S A 940bAB4AE
City Attorney Signature
Name:
Title:
Date:
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EXHIBIT A
The School of Acrobatics and New Circus Arts will create an interactive experience for kids
at the Rec n Roll program. The School of Acrobatics and New Circus Arts will provide their own
equipment for their pre-planned activities and will lead and monitor all activities. Activities and
equipment include a tightwire (that is spotted 100% of the time), balance boards, hula hoops,
and rings for juggling. Along with some other juggling and balance objects.
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EXHIBIT B
The City will pay the Provider the fees and cost of$900.00 for their services for August 19-23,
2024 from 10:00am — 12:00pm.
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