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HomeMy WebLinkAbout2025-0172 - - 2025 DEI Girls Braids Club - Girls Braids Club Docusign Envelope ID:3620E73B-D64F-4B9D-A1 B7-421 E0A84C67E CITY OF AUBURN AGREEMENT FOR SERVICES Girls Braids Club Summer Program THIS AGREEMENT made and entered into on this 4th of April, 2025, by and between the CITY OF AUBURN ("City"), a municipal corporation of the State of Washington, and Girls Braids Club ("Provider"), whose address is 3157 115th Avenue SE, Auburn, Washington 98092. 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. [department contract number] Date Page 1 of 8 Docusign Envelope ID:3620E73B-D64F-4B9D-A1 B7-421 E0A84C67E 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 $3,600.00. 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 Agreement 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 July 19, 2025 unless the Parties otherwise agree in writing. 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 partially completed). [department contract number] Date Page 2 of 8 Docusign Envelope ID:3620E73B-D64F-4B9D-A1 B7-421 E0A84C67E 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 Agreement This Agreement will be administered by Chinenye Durueke, on behalf of the Provider, and by the City Mayor (or designee) on behalf of the City. 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: Keisha Taylor Chinenye Durueke City of Auburn 25 West Main St Auburn WA 98001-4998 Phone: 253.263.5648 Email: KTaylor@auburnwa.gov [department contract number] Date Page 3 of 8 Docusign Envelope ID:3620E73B-D64F-4B9D-A1 B7-421 E0A84C67E 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. 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. 13. Assignment 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. 14. 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). 15. 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. 16. 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). 17. 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. 18. 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 [department contract number] Date Page 4 of 8 Docusign Envelope ID:3620E73B-D64F-4B9D-A1 B7-421 E0A84C67E 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. 19. 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 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. 20. 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. 21. Entire Agreement 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. 22. 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. 23. 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. 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 Chinenye Durueke rDocuSigned by: Signed by: tato.t.v.4,6 rt�a esuiic'J4iu 1 0,o 4v�iiluU4(b Nancy Backus, Mayor Signature Name: Chinenye Durueke Title: Executive Di rector [department contract number] Date Page 5 of 8 Docusign Envelope ID:3620E73B-D64F-4B9D-A1 B7-421 E0A84C67E Date: 4/8/2025 Approved as to form: Signed by: pa ISirtAi, Pau1U jimedrbeputy City Attorney [department contract number] Date Page 6 of 8 Docusign Envelope ID:3620E73B-D64F-4B9D-A1 B7-421 E0A84C67E EXHIBIT A Program Overview The Girls Braids Club Summer Program will provide 50 girls, from ages 8-19, with comprehensive braiding training. The program will cover various braiding techniques, including cornrows, box braids, knotless braids, and protective styling. In addition to technical skills, the program will incorporate leadership, entrepreneurship and financial literacy workshops to help participants explore career opportunities within the beauty industry. Objectives 1. Train 50 young girls in basic and advanced braiding techniques. 2. Provide mentorship and skill-building opportunities. 3. Teach leadership, financial literacy and entrepreneurship, as it relates to hairstyling businesses. 4. Foster creativity and self-confidence among participants. 5. Offer a safe and supportive environment for skill development. 6. Create a favorable environment that fosters relationship building. Program Activities • Braiding Workshops: Hands-on sessions with experienced hairstylists and instructors. • Business and Entrepreneurship Training: Introduction to pricing, customer service, and small business management. • Leadership Workshop: Focus will be on effective communication, emotional intelligence, conflict management and building strong relationships. • Guest Speaker Sessions: Local business owners and hairstylists sharing their experiences and insights. • Practice & Portfolio Building: Participants will document their progress through before- and-after photos of their work. • Graduation & Certification: Completion certificates for all participants and a showcase event for their families. [department contract number] Date Page 7 of 8 Docusign Envelope ID:3620E73B-D64F-4B9D-A1 B7-421 E0A84C67E EXHIBIT B Service Cost Estimated Estimated Costs Time/Amount Four in-person $900 per session (3 120 minutes $3,600.00 braiding workshops hairstylist) TOTAL: $3,600.00 TOTAL NOT TO $3,600.00 EXCEED: [department contract number] Date Page 8 of 8