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AUBURN INTERNATIONAL FARMER' S MARKET
AGREEMENT FOR PROFESSIONAL SERVICES
FARMER'S MARKET MANAGER
THIS AGREEMENT made and entered into on this 30'' day of January, 2009, by and
between the Auburn International Farmer's Market, hereinafter referred to as "AIFM" and Lillie
M. Brinker, hereinafter referred to as the "Consultant."
WITNESSETH:
WHEREAS, the AIFM is engaged in or readying itself to provide a farmers market
offering a variety of healthy and locally grown products to area residents, a profitable
marketplace for local farmers and artisans and a vibrant gathering place for the community to
enj oy downtown Auburn; and
WHEREAS, the AIFM desires to retain the Consultant to provide services and to serve as
the Farmer's Market Manager in connection with AIFM's work on said project; and,
WHEREAS, the Consultant is qualified and able to provide consulting services in
connection with the AIFM's needs for the above-described work/project, and is willing and
agreeable to provide such services upon the terms and conditions herein contained.
NOW, THEREFORE, the parties hereto agree as follows:
1. Scope of Services.
The Consultant agrees to perform in a good and professional manner the tasks described
on Exhibit "A" attached hereto and incorporated herein by this reference. (The tasks
described on Exhibit "A" shall be individually referred to as a"task," and collectively
referred to as the "services.") The Consultant shall perform the services as an
independent contractor and shall 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 AIFM. The Consultant shall take direction from the AIFM
Executive Officers.
2. Additional Services.
From time to time hereafter, the parties hereto may agree to the performance by the
Consultant of subsequent Task phases or additional services with respect to related work
or projects. Any such agreement(s) shall be set forth in writing and shall be executed by
the respective parties prior to the Consultant's performance of the services there under,
except as may be provided to the contrary in Section 3 of this Agreement. Upon proper
completion and execution of an addendum (agreement for additional services), such
addendum shall be incorporated into this Agreement and shall have the same force and
effect as if the terms of such addendum were a part of this Agreement as originally
executed. The performance of services pursuant to an addendum shall be subject to the
terms and conditions of this Agreement except where the addendum provides to the
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contrary, in which case the terms and conditions of any such addendum shall control. In
all other respects, any addendum shall supplement and be construed in accordance with
the terms and conditions of this Agreement.
3. Performance of Additional Services Prior to Execution of an Addendum.
The parties hereby agree that situations may arise in which services other than those
described on Exhibit "A" are desired by the AIFM and the time period for the completion
of such services makes the execution of addendum impractical prior to the
commencement of the Consultant's performance of the requested services. The
Consultant hereby agrees that it shall perform such services upon the written request of
the AIFM Board President pending execution of an addendum, at a rate of compensation
to be agreed to in connection therewith. The invoice procedure for any such additional
services shall be as described in Section 7 of this Agreement.
4. Consultant's Representations.
The Consultant hereby represents and warrants that she has all necessary licenses and
certifications to perform the services provided for herein, and is qualified to perform such
services.
AIFM's Responsibilities.
The AIFM shall do the following in a timely manner so as not to delay the services of the
Consultant:
a. The AIFM's Board President will act as the representative with respect to the
services. The AIFM's Board President or designee shall have complete authority
to transmit instructions, receive information, interpret and define the AIFM's
policies and decisions with respect to the services.
b. Furnish the Consultant with all information, criteria, objectives, schedules and
standards for the project and the services provided for herein.
c. Arrange for access to the storage property at the Sound Transit Station as required
for the Consultant to perform the services provided for herein.
d. Examine and evaluate all studies, reports, memoranda, plans, sketches, and other
documents prepared by the Consultant and render decisions regarding such
documents in a timely manner to prevent delay of the services.
6. Acceptable Standards.
The Consultant shall be responsible to provide, in connection with the services
contemplated in this Agreement, work product and services of a quality and professional
standard acceptable to the AIFM.
7. Colnpensation.
As compensation for the Consultant's performance of the services provided for herein,
the AIFM shall pay the Consultant the fees and costs specified on Exhibit "B" attached
hereto and made a part hereof (or as specified in an addendum). The Consultant shall
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submit to the AIFM an invoice or statement of time spent on tasks included in the scope
of work provided herein, and the AIFM shall process the invoice or statement in the next
billing/claim cycle following receipt of the invoice or statement, and shall remit payment
to the Consultant thereafter in the normal course, subject to any conditions or provisions
in this Agreement or Amendment. The not-to-exceed amount for this Agreement is
eleven thousand five hundred dollars and no cents ($11,500.00).
8. Time for Performance and Term of Agreement.
The Consultant shall perform the services provided for herein in accordance with the
scheduling provided within the Scope of Work Exhibit "A," atta.ched hereto and
incorporated herein by this reference, unless otherwise agreed to in writing by the parties.
The Term of this Agreement shall commence on the date hereof, and shall terminate upon
completion of the performance of the scope of work and the schedule provided in Exhibit
"A" attached hereto or on October 15, 2009, unless otherwise agreed to in writing by the
parties.
9. 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 her performance of this Agreement (the "Work Products") shall
be owned by and become the property of the AIFM, and may be used by the AIFM for
any purpose beneficial to the AIFM.
10. Access to Records and Reports.
The Consultant shall maintain an acceptable cost accounting system. The Consultant
agrees to provide the AIFM, or any duly authorized representative access to any books,
documents, papers, and records of the consultant which are directly pertinent to the
specific agreement for the purpose of making audit, examination, excerpts and
transcriptions. The Consultant agrees to maintain all books, records and reports required
under this agreement for a period of not less than three years after final payment is made
and all periding matters are closed.
11. Continuation of Performance.
In the event that any dispute or conflict arises between the parties while this Agreement is
in effect, the Consultant agrees that, notwithstanding such dispute or conflict, the
Consultant shall continue to make a good faith effort to cooperate and continue work
toward successful completion of assigned duties and responsibilities.
12. Administration of Agreement.
This Agreement shall be administered by, Lillie Brinker on behalf of the Consultant, and
by Bill Peloza, on behalf of the AIFM, or designee, on behalf of the AIFM. Any written
notices required by the terms of this Agreement shall be served on or mailed to the
following addresses:
AIFM
Consultant
Bill Peloza, President, Board of Directors
Lillie Brinker
25 West Main St
28242 149t' Ave SE
Auburn, WA 98001
Kent, WA 980452
(253) 261-3235
(253) 631-1135
Bneloza(a-)auburnwa.gov
Lbrinker0l msn.com
13. 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
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, or if to a person not a party to this Agreement, to the address
designated by a party to this Agreement in the foregoing manner.
Any party may change his, her or its address by giving notice in writing, stating his, her
or its new address, to any other party, all pursuant to the procedure set forth in this
section of the Agreement.
14. Indemnification.
The Consultant shall indemnify, defend and hold harmless the AIFM and its officers,
agents and employees, or any of them from any and all claims, actions, suits, liability,
loss, costs, expenses, and damages of any nature whatsoever, including attorney fees, by
any reason of or arising out of the act or omission of the Consultant, its officers, agents,
employees, or any of them relating to or arising out of the performance of this Agreement
except for injuries and damages caused by the sole negligence of the AIFM. If a final
judgment is rendered against the AIFM, its officers, agents, employees and/or any of
them, or jointly against the AIFM and the Consultant and their respective officers, agents
and employees, or any of them, the Consultant shall satisfy the same to the extent that
such judgment was due to the Consultant's negligent acts or omissions.
15. 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 hereto. No assignment or
transfer of any interest under this Agreement sha11 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.
16. 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 such party's or parties' duly authorized representative(s) and
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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 shall not effect or
impair any right arising from any subsequent default.
Nothing herein shall limit the remedies or rights of the parties hereto under and pursuant
to this Agreement.
17. Termination, Breach, and Suspension.
Any violation or breach of terms of this agreement on the part of the Consultant or
Consultant's subconsultants may result in the suspension or termination of this
Agreement or such other action that may be necessary to enforce the rights of the parties
of this Agreement. The duties and obligations imposed by this Agreement, and the rights
and remedies available thereunder shall be in addition to and not a limitation of any
duties, obligations, rights and remedies otherwise imposed or available by law.
a. The AIFM may, upon not less than seven (7) days written notice, terminate this
agreement in whole or in part at any time, either for the AIFM's convenience or
because of the Consultant's failure to fulfill the Agreement's obligations. Upon
receipt of such notice, services shall be immediately discontinued (unless the notice
directs otherwise) and all materials as may have been accumulated in performing this
Agreement, whether completed or in progress, delivered to the AIFM.
b. If the termination is for the convenience of the AIFM, an equitable adjustment in the
Agreement price shall be made, but no amount shall be allowed for anticipated profit
on unperformed services. The Consultant shall be compensated for services
performed prior to termination in accordance with the rate of compensation provided
in Exhibit "B" hereof.
c. If the termination is due to failure to fulfill the Consultant's obligations, the AIFM
may take over the work and prosecute the same to completion by contract or
otherwise. In such case, the Consultant shall be liable to the AIFM for any additional
cost occasioned to the AIFM thereby.
d. If, after notice of termination for failure to fulfill Consultant's obligations under this
agreement, it is determined that the Consultant had not so failed, the termination shall
be deemed to have been effected for the convenience of the AIFM. In such event,
adjustment in the Agreement price shall be made as provided in subsection 17(b).
e. The rights and remedies of the AIFM provided in this clause are in addition to any
other rights and remedies provided by law or under this Agreement.
f. The Consultant may terminate this Agreement upon thirty (30) days written notice to
the AIFM if the AIFM fails to substantially perform in accordance with the terms of
this Agreement through no fault of the Consultant.
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18. Parties in Interest.
This Agreement shall be binding upon, and the benefits and obligations provided for
herein shall inure to and bind, the parties hereto and their respective successors and
assigns, provided that 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 hereto 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.
19. Costs to Prevailinartv.
In the event of such litigation or other legal action, to enforce any rights, responsibilities
or obligations under this Agreement, the prevailing parties shall be entitled to receive its
reasonable costs and attorney's fees.
20. Applicable Law.
This Agreement and the rights of the parties hereunder shall be governed by the
interpreted in accordance with the laws of the State of Washington and venue for any
action hereunder shall 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 shall
commence no later than the substantial completion by the Consultant of the services.
21. Nondiscrimination.
The Consultant or subconsultants shall not discriminate on the basis of any protected
class as defined by federal, state, county or municipal laws including but not limited to
race, color, national origin, disability, gender, religion or sexual orientation in the
performance of this Agreement. Failure by the Consultant to carry out this requirement is
a material breach of this Agreement, which may result in the termination of this
Agreement or such other remedy, as the AIFM deems appropriate.
22. 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 shall 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. As used herein, where appropriate, the singular shall include the plural
and vice versa and masculine, feminine and neuter expressions shall be interchangeable.
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.
23. 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 shall not affect
the validity of the remainder of this Agreement.
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24. 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.
25. 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.
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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.
AIFM
CONSULTANT
. ~
Bill Peloza, AIFM sident Board of Directors Na r;JJj
Title: /'~'j ~},~~P~ /)1)/-;) '(1~5t-r
STATE OF WASHINGTON )
) ss.
COUNTY OF
ON THIS day of ~~~'uGr , 200~5 before me, personally
appeared '61 a Li /c- f--/ • % r to
me known to be the aLMH"A"a'S and
of the Consultant, the corporation/company that executed the within and foregoing instrument, and
acknowledged said instrument to be the ftee and voluntary act and deed of said corporation/company, for
the uses and purposes therein mentioned, and on oath stated that they were authorized to execute said
instrument.
~ q
GNEN under my hand and official seal this day of 200
``~`~\\t\\1Vi Y
K 1..~
20~
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0 ~
f
/i+i~ Op~~
Attachments: Exhibit A-~c~pe of Work
Exhibit B- Schedule of Compensation
~
NOT Y PUBLIC in and for the State of
Washington, residing at le--"' (-o •
My Commission Expires: e.3- -
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AUBURN INTERNATIONAL FARMER' S MARKET
AGREEMENT FOR PROFESSIONAL SERVICES
FARMER'S MARKET MANAGER
EXHIBIT A
SERVICES:
The Consultant shall provide for the term of the Agreement to AIFM the following scope of
services:
• Act as the AIFM's Market Manager and provide on-site management of the market every
Sunday beginning June 14th through September 27th 2009 from 11:00 am to 3:00 pm.
• Recruit, retain and schedule vendors, crafters, entertainment, volunteers, community and
AIFM committee stalls.
• Assist the Board of Directors with developing and implementing the
marketing/promotion plan.
• Maintain and produce accounting records that include: monthly time sheets and bi-
monthly financial reports and submit a final season report 30 days following market
closure.
• Track market data including shopper counts, vendor sales, sponsorships, and volunteer
participation.
• Provide a written market performance report at the end of each month on all aspects of
the market.
• Ensure market's compliance with all rules and regulations including those set forth by
Seattle-King County Department of Public Health, and Auburn International Farmers
Market.
• Other tasks as mutually agreed upon between the Consultant and the AIFM's Board of
Directors.
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AUBURN INTERNATIONAL FARMER'S MARKET
AGREEMENT FOR PROFESSIONAL SERVICES
FARMER'S MARKET MANAGER
EXHIBIT B
FEES:
The AIFM agrees to pay the Consultant eighteen dollars per hour. The Consultant shall remit to
AIFM a detailed invoice for hours worked to manage and conduct services as described in
Exhibit A of this Agreement. Invoices shall be paid according to the following schedule:
ACCOUNTSPAYABLE
CUT-0FF DATES
2009
JANUARY
S
M
T
W
T
F
5
2
3 .
4
5
6
8
9
10
71 '
12
13
14
15
16
17'-
18
ZO
'i
22
23
24
25
26
27
28
29
30
31
FEBRUARY
S
M
T
W
T
F
S
1
2
.
3
5
6
7-
8
9
70
71
12
73
14
19
20
21
22
23
24
25
26
27
28
MARCH
5
M
T W
T
F
5
1
2
3
5
6
7
8
9
10 11
12
13
14
15
Id -
17 18
19
20
27
22 ,
23
25
26
27
28
29. ,
30
31
APRIL
5
M
F
S
3
4
5.
6
*
10
11
12''
13
17
18
19 '
^}ll
1
2-3
4
25
26 '
27
MAY
M
T
W
T
F
S
1
2
4
5
7
8
9
R
11
12
73
14
15
1d
I8.
20
21
22
23 '
24,
26
27
28
29
30 :
JULY
S'
M
T W
1
5
6,
7
m
m
12
13
14 15
19
20
21
26
27
28 29
AUGUST
S
M
T W
T
F
S
1.
2
3
4
6
7
8>
9
10
11 12
13
14
15
16
17
18 19
20
21
22
23
24
26
27
28
29
30
31
SEPTEMBER
S
M
T
W
i
F
S
1
2
3
4
5
b
8
10
11
12-
Y3
14
15
76
17
18
19
20 ;
21 -
22
24
25
26
27
28
29
30
OCTOBER _
S
M
T
W
T
F
S
7
2
3`
q
5
6
8
9
10 '
11 -
12
13
14
15
16
11
17 '
18
19 `
20
22
23
24
25
26
27
28
29
30
31'
NOVEMBER
M
T
W T
F 5
2
4 5
6
V
9
10
12
13 14'
17
18 19
21
23
24
25
28
29
30
10