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HomeMy WebLinkAbout2024-0158 - - THE CONTRACT FOR PARKS VENDORS for Animal Encounters_2025 - Animal Encounters Docusign Envelope ID:522D513E-EC4C-4534-9D6B-46E17A2033A0 CITY OF AUBURN AGREEMENT FOR SERVICES Animal Encounters -- Petpalooza THIS AGREEMENT made and entered into on this 18th of November,. 2024, by and between the CITY OF AUBURN ("City"), a municipal corporation of the State of Washington ("City"), and Animal Encounters ("Provider"), whose address is PO BOX 34, Hobart, WA 98025. In consideration of the mutual promises and covenants and conditions contained in this Agreement, the parties agree as follows: 1. Scope of Services The Provider agrees to perform the tasks described on Exhibit "A" and at the location specified in that same exhibit. 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, preparations, and other services required. Any approval by the City of Provider's services shall not in any way relieve the Provider of responsibility for the accuracy and adequacy of its services. 2. 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. 3. 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 shall 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 shall be responsible for payment of any and all taxes that may be due as a result of performance under this contract. Deposit. City shall pay to provider a deposit to secure service of this agreement. The deposit shall be in the amount of $2,098.25 and paid in January 2025. The parties agree that this deposit is immediately non-refundable provided however, that in the event Provider materially breaches this agreement, the Provider will forfeit the full deposit and will immediately return the funds upon notice by the City. 4. Time for Performance, Term, and Termination of Agreement Animal Encounters_Petpalooza 2025 Page 1 of 8 Docusign Envelope ID:522D513E-EC4C-4534-9D6B-46E17A2033A0 a) Time for Performance. The Provider shall perform the services in accordance with the direction and scheduling provided on Exhibit "A", unless otherwise agreed to in writing by the parties. b) 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, notify the Provider to return the deposit, and the City will have no further obligations to Provider. c) Termination for Convenience. The City may terminate this Agreement upon not less than seven (7) days written notice to the Provider, which shall contain the effective date of termination. If this Agreement is terminated through no fault of the Provider, the Provider may retain the amount identified as a deposit in section 3 of this agreement. 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. d) Provider's Inability to Perform. If Provider fails to render services on the dates stated in Exhibit B due to sickness or other reason, the Parties shall make good faith efforts to reschedule the performance(s) at a mutually agreed upon date not more than 12 months following the date of the event or performance, either at the same venue as initially scheduled or at another available venue. If the event is rescheduled, the deposit provided in section 3 shall secure the new date. If rescheduling is not possible within one year of the event, the Provider will be considered in default and shall forfeit the full deposit stated in section 3 and shall return the amount to the City. 5. Performance Rainout N/A; event is held rain or shine. 6. 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 shall continue to make a good faith effort to cooperate and continue work toward successful completion of assigned duties and responsibilities. 7. Independent Contractor The Provider shall perform the services as an independent contractor and shall 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. 8. Administration of Agreement This Agreement shall be administered by John Connolly, 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 shall be served on or mailed to the following addresses: Animal Encounters_Petpalooza 2025 Page 2 of 8 Docusign Envelope ID:522D513E-EC4C-4534-9D6B-46E17A2033A0 Amanda Valdez John Connolly City of Auburn Animal Encounters 25 West Main Street PO BOX 34 Auburn WA 98001 Hobart, WA 98025 Phone: 253.931.3043 Phone: 425-647-6499 Fax: 253.931.4005 Email: info@animalencounters.com Email events@auburnwa.gov 9. Notices All notices or communications permitted or required to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered in person or 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 shall 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. 10. 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 shall 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$250,000 per accident. b. Commercial General Liability insurance name the City as an additional insured under the Provider's Commercial General Liability insurance policy and will be written with limits no less than $1,000,000 each occurrence, $1,000,000 general aggregate. For Automobile Liability and Commercial General Liability insurance, the policies are to contain, or be endorsed to contain that Provider's insurance coverage shall be primary insurance as respects the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Provider's insurance and shall not contribute with it. On request, the Provider shall furnish the City with certificates of insurance and a copy of the amendatory endorsements, including but not necessarily limited to the additional Animal Encounters_Petpalooza 2025 Page 3 of 8 Docusign Envelope ID:522D513E-EC4C-4534-9D6B-46E17A2033A0 insured endorsement, evidencing the insurance requirements of the Provider before commencement of the services. 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. Maintenance of insurance as required by this Agreement shall not be construed to limit the liability of Provider to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. 11. Indemnification/Hold Harmless a) General. Except for injuries and damages caused by the sole negligence of the City, the Provider shall 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 in connection with any alleged act, omission, professional error, fault, mistake, or negligence of the Provider, its employees, agents, representatives, or subcontractors, arising out of the performance and obligations contained in this Agreement including any copyright infringements for musical performance, or arising out of worker's compensation, unemployment compensation, or unemployment disability compensation claims. 12. Assignment Neither party to this Agreement shall 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 shall 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. 13. 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. 14. Amendment, Modification or Waiver No amendment, modification, or waiver of any condition, provision, or term of this Agreement shall be valid or of any effect unless made in writing, signed by the party or parties to be bound, or 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 shall not affect or impair that party's rights arising from any default by the other party. 15. Parties in Interest Animal Encounters_Petpalooza 2025 Page 4 of 8 Docusign Envelope ID:522D513E-EC4C-4534-9D6B-46E17A2033A0 This Agreement is binding upon, and the benefits and obligations hereto shall inure to and bind, the parties and their respective successors and assigns, although this section shall 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. 16. Applicable Law This Agreement and the rights of the parties shall 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 shall 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 shall commence no later than the substantial completion by the Provider of the services. 17. Construction Interpretation or construction of this Agreement shall 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. 18. 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 shall not affect the validity of the remaining provisions. 19. 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 regarding the services to be performed by the Provider or regarding this Agreement shall bind any of the parties. 20. 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 4. No liability shall accrue to the City in the event this provision is exercised, and the City shall not be obligated or liable for any future payments or damages as a result of termination under this Section. 21. 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, state of emergency due to pandemic, lockouts, and emergency orders of the state or federal government. Animal Encounters_Petpalooza 2025 Page 5 of 8 Docusign Envelope ID:522D513E-EC4C-4534-9D6B-46E17A2033A0 22. Counterparts This Agreement may be executed in multiple counterparts, each of which shall be one and the same Agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. 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 PROVIDER Initial DocuSigned by: DocuSigned by:56, Dary P461:544, b irector, City of Auburn Signature`y°°° ° Department of Park, Arts & Recreation John Connolly ,-Signed by: Name: ghtuupti VQt/V 1_1/2024 Title: Co-owner A nAhlahgVgdgz, Special Events Coordinator City of Auburn Animal Encounters_Petpalooza 2025 Page 6 of 8 Docusign Envelope ID:522D513E-EC4C-4534-9D6B-46E17A2033A0 EXHIBIT A Provider to set-up, operate and take-down a 15' x 50' covered, no barrier Petting Zoo for Auburn's Petpalooza festival on Saturday, May 17, 2025 at Game Farm Park, 3030 R Street SE, Auburn, WA 98002. The petting zoo will operate to the public from 10:00am—5:00pm. The City shall provide the following technical assistance for this service: drive up access for set-up, parking close to petting zoo site, hand washing stations and disposal containers. All other supplies, including travel is the responsibility of the Provider. Animal Encounters_Petpalooza 2025 Page 7 of 8 Docusign Envelope ID:522D513E-EC4C-4534-9D6B-46E17A2033A0 EXHIBIT B In consideration of the services to the CITY in connection with the service provided, the PROVIDER shall receive total compensation of four thousand, three-hundred and ninety-five dollars and 00/100 ($4,395.00). This fee will be paid in 2 payments. City shall pay to provider a deposit to secure service of this agreement. The deposit shall be in the amount of $2,098.25 and paid in January of 2025. The parties agree that this deposit is immediately non-refundable provided however, that in the event Provider materially breaches this agreement, the Provider will forfeit the full deposit and will immediately return the funds upon notice by the City. The remainder will be handed to the Provider, in the form of a check, immediately following the services rendered on May 17, 2025. Animal Encounters_Petpalooza 2025 Page 8 of 8