HomeMy WebLinkAbout2025-0135 - - FAMA - PD Social Media Background Reports - FAMA Technologies Inc Docusign Envelope ID: FB869037-3DD0-41BA-8251-2E57E0DB748B
CITY OF AUBURN
AGREEMENT FOR SERVICES
Social Media Backaround Checks — FAMA Technoloaies. Inc.
THIS AGREEMENT made and entered into on this loth of March ,2025,
by and between the CITY OF AUBURN ("City"), a municipal corporation of the State of
Washington, and FAMA Technologies, Inc. ("Provider"), whose address is 5340 Alla Rd,
Suite 105, Los Angeles, CA 90034.
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 in Exhibit A to this Agreement. The
Provider will be responsible for providing work products and services of a quality and
professional standard acceptable to the City. Without additional compensation, the Provider
will correct or revise any negligent errors, omissions or other deficiencies in any required
plans, designs, drawings, specifications, reports and/or other services, whether during or
after the Term of this Agreement. The City's approval of Provider's services will not in any
way relieve the Provider of responsibility for service accuracy and adequacy.
2. Additional Services
The Parties will amend this Agreement if additional services are required beyond those
specified in Exhibit A and/or included in the compensation amount for this Agreement. An
amendment must be written and agreed to by the Parties before Provider performs any
additional services, and it must specify the nature, scope, and payment terms for the
additional services. If the time period for completing additional services makes the advance
signing of an amendment impractical, the Provider agrees to perform only the additional
services requested in writing by an authorized City representative pending the signing of an
Amendment as set forth in this Section. The invoice procedure for any additional services
is described in Section 4 of this Agreement.
3. Provider's Representations& Qualifications
The Provider represents and warrants that it has all the required licenses, certifications and
qualifications to perform the services in this Agreement. Provider represents that its
signatory to this Agreement has the requisite legal authority to bind Provider to the terms
and conditions of this Agreement.
4. Compensation
a. As compensation for the Provider's performance of this Agreement, the City will
pay the Provider the fees and costs specified in Exhibit B. The City's payments will
fully compensate Provider for work performed/services rendered and for all labor,
materials, supplies, equipment, overhead, profit, and incidentals necessary for
Provider to complete the work.
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b. The Provider will submit monthly invoices or statements to the City detailing the
time spent on Exhibit A tasks. Upon its acceptance of the invoice or statement, the
City will process it in its next billing/claim cycle, and will remit payment to the
Provider (subject to any conditions or provisions in this Agreement or an
Amendment). This Agreement's number must appear on all submitted invoices.
Provider will submit copies of any documents supporting an invoice or statement
to the City upon request.
c. The not-to-exceed amount for this agreement is $15,000.00. The Provider will
not undertake any work or otherwise financially obligate the City in excess of this
not-to-exceed amount without the City's advance written authorization.
d. City payments to the Provider after the current year are contingent on available
funds.
5. Time for Performance. Term. and Termination of Aareement
a. The Provider will begin no work under this Agreement until authorized by the City
in writing. The term of this Agreement commences on the date that the last party
signs it (as reflected on the signature page). Once commenced, Provider shall
complete the performance of all services in Exhibit A on or before 2/27/2028, unless
the Parties otherwise agree in writing. This Agreement will be annually extended
or renewed under the terms of this Agreement, or as modified by agreement of
both parties, at or before the conclusion of the term of this Agreement. Such
extension or renewal shall be agreed in writing between the Parties.
b. Termination for cause. Either party may terminate this Agreement for cause with
written notice to the other party. A termination is"for cause" if a party substantially
fails to perform in accordance with the terms of this Agreement through no fault of
the other party. The notice will specify the termination reason(s) and its effective
date. If the City terminates this Agreement for cause, all City payments otherwise
due to Provider will be suspended and the City will have no further obligations to
Provider.
c. Termination for Convenience. The City may terminate this Agreement for
convenience upon at least 7 days' written notice to the Provider. The notice shall
contain the termination effective date. If the termination is through no fault of the
Provider, the City will compensate Provider for services performed up to the
termination effective date in accordance with the Exhibit B compensation rate. This
compensation will fully satisfy the City's obligations under this Agreement, and will
discharge the City from any further obligations and liabilities to the Provider
(including any Provider claims of anticipated profits or other consequential
damages resulting from the termination).
d. Upon receipt of any termination notice, the Provider will promptly discontinue all
services and deliver to the City all data, drawings, specifications, reports,
summaries, and such other information and materials the Provider has
accumulated, prepared, or obtained in performing this Agreement (whether fully or
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partially completed).
e. The rights and remedies in this Section do not exclude any other legal or equitable
rights or remedies available to the City.
6. Ownership and Use of Documents
The City will own all documents, reports, memoranda, diagrams, sketches, plans, surveys,
design calculations, working drawings and any other materials that the Provider creates or
prepares in performing this Agreement (the"Work Products"). The City may use these work
products for any lawful purpose. Provider acknowledges that this Agreement and the work
products are public records subject to RCW 42.56 unless exempt from public records
disclosure requirements. The Provider agrees to fully assist the City in identifying, locating,
and copying any records Provider possesses that the City determines in its sole discretion
are responsive to a Public Records request.
7. Records Inspection and Audit
All City payments are subject to adjustment for any amounts found upon audit or otherwise
to have been improperly invoiced. The City may inspect and audit any Provider records and
books of account pertaining to any work performed under this Agreement for up to 3 years
after the City's final payment to Provider. If any litigation, claim, dispute, or audit is initiated
before this 3 year period expires, Provider shall retain all records and books of account for
any work performed under this Agreement until final resolution of any such litigation, claim,
dispute, or audit.
8. Continuation of Performance
If any dispute or conflict arises between the parties while this Agreement is in effect, the
Provider agrees to cooperate and continue in good faith toward successful completion of its
responsibilities under this Agreement notwithstanding such dispute or conflict.
9. Independent Contractor
The Provider will perform the services as an independent contractor, and will not be deemed
by virtue of this Agreement or the performance of it to be in a partnership, joint venture,
employment, or other relationship with the City. Nothing in this Agreement creates any
contract relationship between the City and the Provider's employees, agents, or
subcontractors.
10. Administration of Aareement
This Agreement will be administered by Ben Mones (or designee), on behalf of the
Provider, and by the City Mayor (or designee) on behalf of the City.
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11. Notices
Notices or communications permitted or required under this Agreement will be written and
delivered to the following addresses:
Notice to the City: Notice to Provider:
Human Resources Ben Mones
City of Auburn FAMA Technologies, Inc.
25 W Main St. 5340 Alla Rd. Suite 105
Auburn, WA 98001 Los Angeles, CA 90034
Phone: 253-931-3040 Phone:
Fax: 253-288-4305 Fax:
Email: civilservice(a auburnwa.aov Email:
Either party may change its above address by giving written notice to the other party.
Notices to non-parties will be delivered as designated by a party to this Agreement.
12. Insurance
a. The Provider will, at its sole expense, procure and maintain for the duration of this
Agreement and for 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.
b. 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.
c. The Service Provider will obtain insurance of the types described below:
(i) 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.
(ii) 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.
(iii) Cyber Liability insurance with limits no less than $2,000,000 per
occurrence.
d. The Commercial General Liability insurance policies are to contain, or be endorsed
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to contain, that Provider's insurance coverage will be primary insurance as respect
to 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.
e. 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.
f. 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.
g. 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.
h. 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
a. 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 workers' compensation, unemployment compensation,
or unemployment disability compensation claims.
b. 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 City, its officers, officials, employees,
and volunteers, the Provider's liability, including the duty and cost to defend,
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hereunder shall be only to the extent of the Provider's negligence.
c. It 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.
d. The provisions of this section were separately and mutually negotiated by the
parties.
14. Assianment
Neither party to this Agreement may partially or wholly assign any right or obligation in it
without the other party's prior written consent. No assignment or transfer of any interest
under this Agreement will release the assignor from any liability or obligation under this
Agreement, or cause any such liability or obligation to be reduced to a secondary liability or
obligation.
15. Nondiscrimination
The Provider may not engage in any unfair practice identified in RCW 49.60.180 and/or 42
U.S.C. §2000e-2 in the performance of any services or activities under this Agreement
(either directly or through contractual, hiring, or other arrangements).
16. Amendment. Modification and Waiver
No amendment, modification, or waiver of any condition, provision, or term of this Agreement
will be valid or effective unless written and signed by the party to be bound (or the party's
authorized representative), specifying 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 will bind (and its benefits and obligations will inure to) the parties and their
respective successors and assigns. This section will not 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 sureties).
18. Force Maieure
Delays in performing this Agreement will be excused to the extent caused by acts outside
a party's control, such as fires, cyber/ransomware attacks, earthquakes, floods,
explosions, actions of the elements, riots, mob violence, strikes, pandemics, labor strikes
or lockouts, and state or federal government emergency orders.
19. Applicable Law
This Agreement and the rights of the parties under it will be governed by the laws,
regulations, and ordinances of the City, King County, and the State of Washington. Venue
for actions involving this agreement will be in the county where the property or project is
located, or in King County if not site specific. An applicable statute of limitation will commence
no later than the Provider's substantial completion of the services in this Agreement.
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20. Captions. Headinas 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 act to limit the scope of their particular
paragraph or section. Where appropriate, the singular will include the plural (and vice versa),
and masculine, feminine and neuter expressions will be interchangeable. This Agreement
has been drafted by mutual agreement of the parties, and it will be interpreted and/or
constructed without regard to its drafter.
21. Severable Provisions
Each provision of this Agreement is intended to be severable. The illegality or invalidity of
any provision in this Agreement will not affect the validity of the Agreement's remaining
provisions.
22. Entire Aareement
This Agreement (together with any subsequent amendments or addendums) contains the
entire understanding of the parties regarding its subject matter, and it supersedes all prior
oral or written representations, agreements and understandings between the parties. No
other oral or written understandings regarding this Agreement shall bind any party.
23. Non-Availability of Funds
Every City obligation under this Agreement is contingent on the availability of appropriated
or allocated City funds. If funds required for the City's performance are not allocated and
available, the City may terminate this Agreement at the end of the available funding period
and without the required Section 5 seven days' notice. The City will not be liable if it
exercises this provision, and 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, with each counterpart being one
and the same Agreement, and the Agreement 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 FAMA Technologies, Inc.
DocuSigned by: Signed by:
AtAllatmi
Nancyy8ac147s; Mayor Signalure "4'D4AV
Name: Anthony Gi l done
Title: Head of New Business Development
Date: 3/11/2025
Approved as to form:
p—Signed by:
P1u4 , b1V1AL-) P a pp1.t.�.Aeputy City Attorney
Ci for eir" 11 Signature
Name:
Title:
Date:
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EXHIBIT A
Description of Services
Fa ma Overview
Fama's online screening makes hiring great people easy. We automate candidate screening and due
diligence to help organizations, agencies, and VCs avoid workplace misconduct, prevent costly legal action,
and improve quality of hire and partner. We do this through Al technology that compliantly searches 10,000
online public sources for 9 types of misconduct like fraud,threats, and violence. Specifically:
• Our out-of-the-box solution screens for 9 types of workplace misconduct to detect fraudulent or
illegal activities and identify extreme behaviors that are detrimental to the workplace. All filters can be
adjusted to a company's code of conduct.
• Once the types of misconduct have been selected, users can leverage the solution to screen against
those criteria, and only those criteria
• We validate all types of talent, whether we're screening job seekers, extended workers,vendors,
influencers, investors
• Our tool searches 10,000 online sources of public data and flags potential fraud, illegal acts, or other
risky or harmful behaviors
• Fama's compliance filter blocks out protected class and irrelevant candidate information, only
highlighting potential workplace misconduct as defined by the company
• Candidate privacy is preserved by hiding protected class information and only using public info
For more information on the product, please visit www.fama.io
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EXHIBIT B
Work Order
Term
Contract Start Date: 02/28/2025 Contract End Date: 02/27/2028
Services Provided Annual Fee
Fama SaaS Software License $2,800 Total $2,800
Subtotal $2,800
GRAND TOTAL I $2,800
Product Check Pricing Table
Fama Plus with $11.00
TikTok& Reels
Premium
Reports Billed
Monthly
Notes:
• Billing: Customer will be billed on the first(15t) business day of the month for Checks initiated in the
previous month at the rate outlined in the Product Check Pricing Table.Customer will be billed upon the
Effective Date for the Fama Software License.
• Report Volume—200 Unlimited Sub Accounts, Behavioral Kits,and Standard enhancements included
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