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HomeMy WebLinkAbout2025-0065 - - 2025 Chamber Services Contract - Auburn Area Chamber Docusign Envelope ID:337AE3EE-7B2A-4FD5-95CE-C4DDC8393579 CITY OF AUBURN AGREEMENT FOR SERVICES THIS AGREEMENT made and entered into on this 19 day of January 2025, by and between the City of Auburn, a municipal corporation of the State of Washington, the "City" and the Auburn Area Chamber of Commerce (the "Consultant"). RECITALS: 1. The City desires to hire the Consultant to provide services related to promoting economic development, business recruitment and retention, and positive community engagement within the jurisdictional boundary of the City; and 2. The Consultant is qualified and able to provide services in connection with the City's needs for this work, and is willing and agreeable to provide the services on the terms and conditions in this Agreement. AGREEMENT: In consideration of the mutual promises contained in this Agreement, the parties agree as follows: 1. Scope of Services The Consultant agrees to perform in a good and professional manner the tasks described in Exhibit "A." The Consultant will perform the services as an independent contractor and will not be deemed, by virtue of this Agreement and the performance thereof, to have entered into any partnership, joint venture, employment or other relationship with the City. The Consultant agrees to provide a positive representation of the City in its efforts to carry out the terms of this contract. 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 before the Consultant performs the additional services. However, Consultant agrees that it will perform additional services on the written request of an authorized representative of the City pending execution of an Amendment. Page 1 of 10 Docusign Envelope ID:337AE3EE-7B2A-4FD5-95CE-C4DDC8393579 3. Consultant's Representations The Consultant represents and warrants that it has all necessary licenses and certifications to perform the services provided for in this Agreement, and is qualified to perform those services. 4. Acceptable Standards The Consultant will be responsible to provide, in connection with the services contemplated in this Agreement, work products and services of a quality and professional standard acceptable to the City. 5. Compensation As compensation for the Consultant's performance of the services provided for in this Agreement, the City will pay the Consultant the fees and costs specified on Exhibit "B." Total compensation is not-to-exceed $25,000.00. The Consultant will submit to the City a quarterly 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 following receipt of the invoice or statement, and will remit payment in accordance with Exhibit "B." 6. Time for Performance and Term of Agreement The Consultant will not begin any work under this Agreement until authorized in writing by the City. The Consultant 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 under this Agreement will be completed by December 31, 2025. 7. 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 Consultant as part of its performance of this Agreement will be owned by and become the property of the City, and may be used by the City for any purpose beneficial to the City. 8. 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. 9. Continuation of Performance In the event that any dispute or conflict arises between the parties while this Contract is in effect, the Consultant agrees that, notwithstanding such dispute or conflict, the Consultant will continue to make a good faith effort to cooperate and continue work toward successful completion of assigned duties and responsibilities. Page 2 of 10 Docusign Envelope ID:337AE3EE-7B2A-4FD5-95CE-C4DDC8393579 10. Administration of Agreement Any written notices required by the terms of this Agreement will be served on or mailed to the following addresses: City of Auburn Auburn Area Chamber of Commerce Economic Development Manager President & CEO 25 West Main Street 268 E Main Street Auburn, WA 98001-4998 Auburn, WA 98002 Phone: 253-215-8744 Phone: 253-833-0700 Fax: 253-804-3114 Fax: 253-735-4091 E-mail: jfrancis@auburnwa.gov E-mail: kacie@auburnareawa.org 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 deposited in the United States mail, postage prepaid, for mailing by certified mail, return receipt requested, and addressed, if to a party of this Agreement, to the address for the party set forth above. Either party may change his, her or its address by giving notice in writing to the other party. 12. Insurance The Consultant will procure and maintain for the duration of this Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, or the Consultant's agents, representatives, employees, or subcontractors. Consultant's maintenance of insurance as required by the Agreement does not limit the liability of the Consultant 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 Consultant will obtain insurance of the types described below: a. Automobile Liability insurance, covering all owned, non-owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. Consultant shall maintain automobile insurance with minimum combined single limit for bodily injury and property damage of$2,000,000 per accident. b. Commercial General Liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors, products-completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide a per project aggregate limit using ISO form CG 25 03 05 09 or equivalent endorsement. There shall be no exclusion for liability arising from Page 3 of 10 Docusign Envelope ID:337AE3EE-7B2A-4FD5-95CE-C4DDC8393579 explosion, collapse or underground property damage. The City shall be named as an insured under the Consultant's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured-Completed Operations endorsement CG 20 37 10 01 or substitute endorsements providing equivalent coverage. Commercial General Liability insurance shall be written with limits no less than $2,000,000 each occurrence, $2,000,000 general aggregate, and a $2,000,000 products-completed operations aggregate limit. c. Worker's Compensation coverage as required by the Industrial Insurance laws of the State of Washington. The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability insurance: a. The Consultant's insurance coverage will be primary insurance as respects the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City will be excess of the Consultant's insurance and will not contribute with it. b. The Consultant's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after 30 days prior written notice by certified mail, return receipt requested, has been given to the City. 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. Consultant will furnish the City with 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 the Consultant before commencement of the work. The City reserves the right to require that complete, certified copies of all required insurance policies be submitted to the City at any time. The City will pay no progress payments under Section 7 until the Consultant has fully complied with this section. If the Contractor 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 Contractor, irrespective of whether such limits maintained by the Contractor are greater than those required by this contract or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by the Contractor. Failure on the part of the Contractor 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 Contractor to correct the breach, immediately terminate the contract or, at its discretion, procure or renew such insurance and pay any and all premiums in connection therewith, with any sums so expended to Page 4 of 10 Docusign Envelope ID:337AE3EE-7B2A-4FD5-95CE-C4DDC8393579 be repaid to the City on demand, or at the sole discretion of the City, offset against funds due the Contractor from the City. 13. Indemnification/Hold Harmless The Consultant 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 including attorney fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. If a court of competent jurisdiction determines 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 Consultant and the City, its officers, officials, employees, and volunteers, the Consultant's liability will be only to the extent of the Consultant's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Consultant'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. 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 hereto. No assignment or transfer of any interest under this Agreement will be deemed to 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; Disparagement, defamation and conflicts of interest prohibited A. Nondiscrimination. The Consultant 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. B. Disparagement and defamation prohibited. During and after the term of this Agreement, Consultant and its employees, agents, appointees, and members are prohibited from: 1. Making any written or spoken disparaging remarks (or any remarks that could reasonably be construed as disparaging) about the City and/or its employees or agents; and Page 5 of 10 Docusign Envelope ID:337AE3EE-7B2A-4FD5-95CE-C4DDC8393579 2. Writing or speaking about the City and/or its employees or agents in a defamatory manner as defined by RCW 42.17A.335 and other applicable law. C. Conflicts of interest and violations of ethics laws prohibited. It shall be a breach of this Agreement and grounds for its termination for Consultant or any of its employees, agents, appointees or members to commit any act (or to assist or participate in or knowingly benefit from any act) in violation of Auburn City Code 2.92 and/or RCW 42.23 or RCW 42.52. 16. Interest in Contracts Prohibited All parties agree and understand that this contract is between the City and the Auburn Area Chamber of Commerce. No municipal officer shall be beneficially interested in, directly or indirectly in this contract under RCW 42.23.030. 17. 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 such party's or parties' duly authorized representative(s) and specifying with particularity the nature and extent of such amendment, modification or waiver. Any waiver by any party of any default of the other party will not affect or impair any right arising from any subsequent default. Nothing herein will limit the remedies or rights of the parties hereto under and pursuant to this Agreement. 18. Termination for Cause In the event that the City determines that the Consultant failed to comply with the conditions of the Agreement, the City has the right to suspend or terminate the Agreement by giving the Consultant a written notice of corrective action required. If the Consultant does not remedy all conditions in the corrective notice within thirty (30) days of the date of notice, the City may terminate or suspend the contract or require specific performance including completion of the Agreement. 19. Termination for Convenience Either Party may terminate this Agreement by providing the other party with written notice of such termination, specifying the effective date with at least thirty (30) days' notice. 20. Parties in Interest This Agreement will be binding upon, and the benefits and obligations will inure to and bind, the parties and their respective successors and assigns, provided that 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. Page 6 of 10 Docusign Envelope ID:337AE3EE-7B2A-4FD5-95CE-C4DDC8393579 21. Costs to Prevailing Party In the event of such litigation or other legal action, to enforce any rights, responsibilities or obligations under this Agreement, the prevailing parties will be entitled to receive its reasonable costs and attorney's fees. 22. Applicable Law This Agreement and the rights of the parties will be governed by and interpreted in accordance with the laws of the State of Washington and venue for any action will be in of the county in Washington State in which the property or project is located, and if not site specific, then in King County, Washington; provided, however, that it is agreed and understood that any applicable statute of limitation will commence no later than the substantial completion by the Consultant of the services. 23. 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 do 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. The singular includes 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. 24. Severable Provisions Each provision of this Agreement is intended to be severable. If any provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity will not affect the validity of the remainder of this Agreement. 25. Entire Agreement This Agreement contains the entire understanding of the parties hereto in respect to the transactions contemplated hereby and supersedes all prior agreements and understandings between the parties with respect to such subject matter. 26. 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. Page 7 of 10 Docusign Envelope ID:337AE3EE-7B2A-4FD5-95CE-C4DDC8393579 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective the day and year first set forth above. CITY OF AUBURN AUBURN AREA CHAMBER OF COMMERCE DocuSigned by: )S.rtg ignued by: ri*tf,L,12, /t{kji JG4/L o0or[34tu Nancy Backus, Mayor Kacie ray Auburn Area Connect CEO Federal Tax ID No: 910493209 Approved as to form: Signed by jasop(i (,fp 34D553704 ason 9 alen, City Attorney Page 8 of 10 Docusign Envelope ID:337AE3EE-7B2A-4FD5-95CE-C4DDC8393579 Exhibit A Scope of Services OUTREACH The Contractor has a broad based audience on social media and the ability to cross- promote any and all activities to create unity between all of the organizations. The Contractor will provide consistent positive messaging across all channels of communication, including member-to-member communications, and community outreach efforts beyond social media through traditional media sources. PARTNERSHIP The Consultant will engage other business organizations and partners in the city in a positive and supportive manner in order to avoid the appearance of competition and conflict. PROGRAM OF WORK The Contractor's scope is as follows: 1. Business Retention and Recruitment Focus 1.1. Provide recruitment and marketing support for community wide hiring events. 1.2.Offer education for members and businesses within the region. 1.3. Further collaboration with the City for monthly Business Connect Events to promote business-to-business interaction. The Consultant shall be reimbursed for event costs up to $2,500 for the year. These costs may include but are not limited to food, drinks, prizes and hosting supplies as needed. 1.4.Assist with promoting the offerings of the small business educational opportunities. 1.5. Provide free resources to businesses. 2. Outreach & Business Recruitment 2.1.Attend trade shows, meetings, and events to promote brand awareness. 2.2.Community Calendar to coordinate programming throughout the community. 2.3.Coordinate resources to try new strategies together to unite the Auburn business community. 2.4.Assist in targeting specific retailers based on demographic needs in support of City programming. Page 9 of 10 Docusign Envelope ID:337AE3EE-7B2A-4FD5-95CE-C4DDC8393579 Exhibit B Compensation Total compensation for the Contractor's services will not exceed $25,000.00 for the term of this Agreement. Payment will be provided by the City as follows: 1. Compensation payments will be divided among the quarters of January 2025 through December 2025. After the Consultant submits to the City a quarterly invoice or statement of time spent on tasks included in the scope of work, the City will remit payment not to exceed the following monthly amounts: January through March: $6,250.00 April through June: $6,250.00 July through September: $6,250.00 October through December: $6,250.00 2. Invoices will be submitted in February, May, August and November, and should include which activities took place by reference to the number and task in Exhibit A. Page 10 of 10