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HomeMy WebLinkAbout2992 1 RESOLUTION NO. 2 9 9 2 2 3 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A 4 NEWS AND INFORMATION STATION AGREEMENT BETWEEN THE CITY AND PRIME WEST OF WASHINGTON, INC 5 6 THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, IN A 7 REGULAR MEETING DULY ASSEMBLED, HEREWITH RESOLVES AS FOLLOWS 8 Section 1. The Mayor and City Clerk of the City of 9 Auburn are hereby authorized to execute a News and Information 10 Station Agreement between the City and PRIME WEST OF 11 WASHINGTON, INC , to provide installation and maintenance of a 12 news and information station at the Auburn Senior Activity 13 Center A copy of said Agreement is attached hereto, 14 designated as Exhibit "A" and incorporated by reference in 15 this Resolution 16 Section 2 . The Mayor is hereby authorized to implement 17 such administrative procedures as may be necessary to carry 18 out the directives of this legislation 19 20 21 22 23 24 25 26 ------------------------ Resolution No 2992 July 28, 1998 Page 1 1 DATED and SIGNED this 17`" day of August, 1998 2 3 CITY OF AUBURN 4 5 6 7 CHARLES A BOOTH 8 MAYOR 9 ATTEST 10 11 12 Danielle E Daskam, 13 City Clerk 14 15 APPROVED AS TO FORM 16 17 18 � Michael J Reynolds, 19 City Attorney 20 21 22 23 24 25 26 ------------------------ Resolution No 2992 July 28, 1998 Page 2 NEWS AND INFORMATION STATION AGREEMENT This AGREEMENT made and entered into on the date herein indicated by and between the CITY OF AUBURN, a municipal corporation of the State of Washington, whose address is 25 West Main Street, Auburn, Washington 98001, hereinafter referred to as "CITY", and PRIME WEST OF WASHINGTON, INCORPORATED, a Washington corporation, whose address is 1662 Highway 99 South, P O. Box 2609, Mount Vernon, Washington 98273-7906, hereinafter referred to as "CONTRACTOR", dated this 28b day of July, 1998. A. The CITY seeks the temporary services of a skilled independent contractor capable of working without direct supervision to continue to provide and maintain a news and information station at the Auburn Senior Activity Center; and B. The CONTRACTOR has the requisite skill and experience necessary to provide such services. NOW THEREFORE, the Parties agrees as follows: 1. SERVICES CONTRACTOR shall provide a News and Information Station, hereinunder referred to as STATION, to be placed in the Auburn Senior Activity Center, located at 910 9`s Street Southeast,Auburn, Washington, and shall maintain such STATION in a timely fashion, hereinunder referred to as SERVICES, in a manner consistent with the accepted practices for other similar services, performed to the CITY's satisfaction, Within the time period prescribed by the CITY and pursuant to the direction of the City of Auburn Mayor, or his designee. 2. NEWS AND INFORMATION STATION 2.1 Removal. In the event the CITY notifies CONTRACTOR that it desires the removal of the STATION at any time, CONTRACTOR shall, at its sole cost and expense, remove the STATION and repair any damage to the CITY's property caused by such removal within the time period prescribed by the CITY 2.2 Maintenance. CONTRACTOR shall, at its sole cost and expense, maintain the STATION in good condition and repair, including, but not limited to, maintaining the STATION in a neat, clean, and sanitary condition. If the CONTRACTOR fails to provide timely services and/or maintenance within ten(10)working days from the ------------------------------------- Exhibit"A Resolution No.2992 News&Information Station Agreement July 28, 1998 Page 1 of 10 time the CITY notifies the CONTRACTOR of problem, either by written or oral communication, the CITY may terminate this AGREEMENT and request the removal of the STATION, Pursuant to Section 2.1 of this AGREEMENT Notwithstanding the foregoing, if the CONTRACTOR is unable to repair the STATION upon notification by the CITY of existing problems,the CITY may elect to have the CONTRACTOR replace the STATION with a comparable replacement. 2.3 Damage to Station. If the STATION, or any part thereof, is damaged by any cause other than the sole negligence of the CITY, its employees or agents, CONTRACTOR shall at its sole cost and expense,restore the Station to a condition equivalent to or better than its condition immediately prior to such damage. If however, the damage is the result of vandalism or any other cause in no way related to the CONTRACTOR, the CONTRACTOR shall repair the damage, but may elect instead to remove the STATION pursuant to section 2.1 hereof. 2.4 Taxes and Expenses. CONTRACTOR shall pay all costs and expenses associated with the operation of the STATION other than utility expenses for water and power, which will be paid by the CITY CONTRACTOR shall pay directly, before delinquency, any and all taxes levied or assessed upon its equipment, furniture, fixtures, and personal property located on the CITY" property 2.5 City Approval Required, The CITY shall have the right to prohibit the display of any advertisement. No advertisements shall be displayed in the STATION without first obtaining the CITY's prior consent as to each advertisement. 3. TERM The term of this AGREEMENT shall commence upon the effective date of this agreement and shall terminate on February 1, 2001 This AGREEMENT may be extended for additional periods of time upon the mutual written agreement of the CITY and the CONTRACTOR. 4. TERMINATION Prior to the expiration of the term of this contract, this AGREEMENT may be terminated immediately, with or without cause by the CITY The CONTRACTOR may cancel this AGREEMENT only upon thirty (30) days prior written notice to the CITY --------------------------------------- Exhibit"A",Resolution No.2992 News&Information Station Agreement July 28, 1998 Paget of 10 5. COMPENSATION 5.1 The CONTRACTOR agrees to pay the CITY an amount, hereinafter referred to as PAYMENT, equal to Twenty- five and no/100 Dollars ($25.00)per paid advertisement, per year, or Five Hundred and no/100 Dollars ($500.00) for a full nineteen (19) spot board, per year, excluding state sales tax, received in connection with the sale of advertising space on the STATION. 5.2 Payment Due Date. The CONTRACTOR shall deliver the PAYMENT to the CITY on the 31 s<day of December of each year in which this AGREEMENT is in effect. The CONTRACTOR shall remit with the PAYMENT a detailed itemization (STATEMENT) of the gross receipts collected, sales tax amount and PAYMENT due the CITY 5.3 Access to Records. CONTRACTOR will provide the CITY or the CPTY's agents or representatives,reasonable access to the books and records of CONTRACTOR for the purposes of auditing and inspecting the same to verify the STATEMENT 54 Contractor Responsible for Taxes. The CONTRACTOR shall be solely responsible for the payment of any taxes, excluding sales tax, imposed by any lawful jurisdiction as a result of the performance and payment of this AGREEMENT 6. COMPLIANCE WITH LAWS CONTRACTOR shall comply with and perform the Services in accordance with all applicable federal, state, and City codes, ordinances, resolutions, standards, and policies, as now existing or hereafter adopted or amended. 7. WARRANTY The CONTRACTOR warrants that it has the requisite training, skill, and experience necessary to provide the Services and is appropriately accredited and licensed by all applicable agencies and governmental entities, including but not limited to, being registered to do business in the City of Auburn by obtaining a City of Auburn business registration. 8. INDEPENDENT CONTRACTOR/CONFLICT OF INTEREST It is the intention and understanding of the parties that the CONTRACT or shall be an independent contractor and that the CITY shall be neither ------------------------------- Exbibit"A",Resolution No.2992 News&Information Station Agreement July 28, 1998 Page 3 of 10 liable nor obligated to pay CONTRACTOR sick leave, vacation pay, or any other benefit of employment, nor to pay any social security or other tax which may arise as an incident of employment. The CONTRACTOR shall pay all income and other taxes as due. Industrial, or any other insurance which is purchased for the benefit of the CITY, regardless of whether such may provide a secondary or incidental benefit to the CONTRACTOR, shall not be deemed to convert this AGREEMENT to an employment contract. It is recognized that CONTRACTOR may or will be performing professional services during the TERM for other parties; provided, however, that such performance of other services shall not conflict with or interfere with CONTRACTOR's ability to perform the SERVICES. CONTRACTOR agrees to resolve any such conflicts of interest in favor of the CITY 9. INDEMNIFICATION 91 Contractor Indemnification. The CONTRACTOR agrees to indemnify and gold the CITY, its elected officials, officers, employer's agents, and volunteers harmless from any and all claims, demands, losses, actions , and liabilities (including costs and all attorney fees)to or by any and all persons or entities, including, without limitation, their respective agents, licensees, or representatives, arising from, resulting from, or connected with the AGREEMENT to the extent caused by the negligent acts, errors or omissions of the CONTRACTOR, its partners, shareholders, agents, employees, or the CONTRACTOR's breach of this AGREEMENT CONTRACTOR waives any immunity that may be granted to it under the Washington State Industrial Insurance Act, Title 51 RCW Contractor's indemnification shall not be limited in any way by any limitation on the amount of damages, compensation, or benefits payable to or by any third party under worker's compensation acts, disability benefits acts, or any other benefits acts or programs. 9.2 City Indemnification. The CITY agrees to indemnify and hold the CONTRACTOR, its officers, directors, shareholders, partners, employees, and agents harmless from any and all claims, demands, losses, actions, and liabilities (including costs and attorn ey fees)to or by any and all persons or entities, including without limitation, their respective agents, licensees, or representative, arising from, resulting from, or connected with AGREEMENT to the extent solely caused by the negligent acts, errors, or omissions of the CITY, its employees or agents. 9.3 Survival, The provisions of this Section shall survive the expiration or termination of the AGREEMENT with respect to any event occurring prior to such expiration or termination. --------------------------------------------- Exhibit A",Resolution No.2992 News&Information Station Agreement July Z8, 1998 Page 4 of 10 10. EQUAL OPPORTUNITY EMPLOYER In all CONTRACTOR services, programs, or activities, and all CONTRACTOR hiring and employment made possible by or resulting from the AGREEMENT, there shall be no discrimination by CONTRACTOR or by CONTRACTOR's employees, agents, subcontractors, or representatives against any person because of sex, age (except minimum age and retirement provision), race, color, creed, national origins,marital status, or the presence of any disability, including sensory, mental, or physical handicaps, unless based upon a bona fide occupational qualification in relationship to hiring and employment. The requirement shall apply,but not be limited to the following: employment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. CONTRACTOR shall not violate any of the terms of Chapter 49.60 RCW, Title VII of the Civil Rights Act of 1964,the Americans With disabilities Act, Section 504 of the Rehabilitation Act of 1973, or any other applicable federal, state, or local law or regulation regarding nondiscrimination. Any material violation of this provision shall be grounds for termination of this AGREEMENT by the CITY and, in the case of the CONTRACTOR's breach, may result in ineligibility for further City agreements. 11. CONFIDENTIALITY All information regarding the CITY obtained by CONTRACTOR in performance of the AGREEMENT shall be considered confidential. Breach of confidentiality by CONTRACTOR will be grounds for immediate termination. 12. INSURANCE The CONTRACTOR agrees to carry as a minimum,the following insurance in such forms and with such carriers who have a rating which is satisfactory to the CITY 12.1 Workers' compensation and employer's liability insurance in amount sufficient pursuant to the laws of the State of Washington; 12.2 Commercial general liability insurance with combined single limits of liability insurance in amounts sufficient pursuant to the laws of the State of Washington; 12.3 Automobile liability insurance with combined single limits of liability not less than $1,000,000 for bodily injury including personal injury or death and property damage. ------------------------------------------------- Exhibit"A",Resolution No.2992 News&Information Station Agreement July 28, 1998 Page 5 of 10 The CITY shall be named as additional insured on all such insurance policies, with the exception of workers' compensation coverages. Contractor shall provide certificates of insurance, concurrent with the execution of this AGREEMENT, evidencing such coverage and, at CITY's request, furnish the CITY with copies of all insurance policies and with evidence of payment of premiums or fees of such policies. All insurance policies.shall contain a clause of endorsement providing that they may not be terminated or materially amended during the TERM of this AGREEMENT, except after thirty (30) days prior written notice to the CITY If CONTRACTOR's insurance policies are "claims made"or "claims paid", CONTRACTOR shall be required to maintain tail coverage for a minimum period of three (3)years from the date the AGREEMENT is actually terminated. CONTRACTOR's failure to maintain such insurance policies shall be grounds for the CITY's immediate termination of this AGREEMENT The provisions of this Section shall survive the expiration or termination of this AGREEMENT with respect to any event occurring prior to such expiration or termination. 13 NON-EXCLUSIVE RIGHT This AGREEMENT does not grant the contractor an exclusive right to distribute its products. The CITY reserves the right to grant to other persons or entities any of the rights contained herein or otherwise. 14. NON-APPROPRIATION OF FUNDS If sufficient funds are not appropriated or allocated for payment under this AGREEMENT for any future fiscal period,the CITY will not be obligated to make payments for SERVICES or amounts incurred after the end of the current fiscal period, and this AGREEMENT will terminate upon the completion of all remaining SERVICES for which funds are allocated. No penalty or expense shall accrue to the CITY in the event this provision applies. 15. GENERAL PROVISIONS 15.1 Entire Agreement This AGREEMENT contains all of the agreements of the parties with respect to any matter covered or mentioned in the AGREEMENT and no prior agreements shall be effective for any purpose. 15.2 Modification. No provision of the Agreement may be amended or modified except by written agreement signed by the parties. ---------------------------------------- Exhibit A",Resolution No.2992 News k Information Station Agreement July 28, 1998 Page 6 of 10 15.3 Full Force and Effect. Any provision of this AGREEMENT which is declared invalid or illegal shall in no way affect or invalidate any other provision hereof and such other provisions shall remain in full force and effect. 154 Assignment, Neither the CONTRACTOR nor the CITY shall have the right to transfer or assign, in whole or in part, any or all of its obligations and rights hereunder withouth the prior written consent of the other party 15.5 Successors in Interest. Subject to the foregoing sub-section,the rights and obligations of the parties shall inure to the benefit of, and be binding upon, their respective successors in interest, heirs, and assigns. 15.6 Attorney Fees. In the event either of the parties defaults on the performance of any terms of this AGREEMENT, or their party places the enforcement of this AGREEMENT in the hands of an attorney or files a lawsuit, each party shall pay its own attorneys' fees, costs and expenses. The venue for any dispute related to the AGREEMENT shall be King County, Washington. 157 No Waiver. Failure or delay of the CITY to declare any breach or default immediately upon occurrence shall not waive such breach or default. Failure of the CITY to declare one breach or default does not act as a waiver of the CITY's right to declare another breach or default. 15.8 Governing aw, This AGREEMENT shall be made in, and shall be governed by and interpreted in, accordance with the laws of the State of Washington. 15.9 Authority. Each individual executing this AGREEMENT on behalf of the CITY and CONTRACTOR represents and warrants that such individuals are fully authorized to execute and deliver this AGREEMENT on behalf of the CONTRACTOR or the CITY 15 10 Notices. Any notices required to be given by the parties shall be delivered at the addresses set forth herein. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth herein. Any notices so posted in the United States mail shall be deemed received three (3) days after the date of mailing. ------------------------------------------- ----- Exhibit"A ,Resolution No.2992 News&Information Station Agreement July,28, 1998 Page 7 of 10 15.11 Captions, The respective captions of the sections of this AGREEMENT are inserted for convenience of reference only and shall not be deemed to modify or otherwise affect any of the provisions of the AGREEMENT 15 12 Performance. Time is of the essence of the AGREEMENT in each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the services is essential to the CONTRACTOR'S performance of this AGREEMENT 15.13 Remedies Cumulative. Any remedies provided for under the terms of this AGREEMENT are not intended to be exclusive,but shall be cumulative with all other remedies available to the CITY at law, in equity or by statute. 15 14 Countemarts. This AGREEMENT may be executed in any number of counterparts, which counterparts shall collectively constitute the entire AGREEMENT DATED the day and year set forth above. City of Auburn 0.h • � CHARLES A. BOOTH MAYOR ATTEST "I Danielle Daskam City Clerk APPROVED AS TO FORM. Michael J Reynolds City Attorney ------------------------------------------------- Exhibit"A",Resolution No.2992 News&Information Station Agreement July 28, 1998 Page 8 of 10 STATE OF WASHINGTON ) 4.Q tt ) ss COUNTY OF lei ) n this 14"' of A#tggtst, 1998, before me, the undersigned, a Notary Pub ' for taashingt6n, personally appeared 1personally known to me to be the of PRIME WEST OF WASHINGTON, INC., to be the free and voluntary act and deed of said municipal corporation for the uses and purposes mentioned in the instrument. GIVEN UNDER my hand and official seal the date hereinabove set forth. L JoyN mac, s; F+A^so "''�e�A * CEeaU�? L JDN�JSo� PU9UC NOTARY PUBLIC in and for the State of Washington, residing att ►/p�yz� �VHASN� MY COMMISSION expires: - - ------------------------------------------ Exhibit"A ,Resolution No.2992 News&Information Station Agreement July 28, 1998 Page 10 of 10 PRIME WEST OF WASHINGTON, INC. By 1�'j klv� Its. STATE OF WASHINGTON ) )SS COUNTY OF KING Jh On this /4� of August, 1998, before me, the undersigned, a Notary Public in and for the state of Washington, personally appeared CHARES A. BOOTH and DANIELLE DASKAM,personally known to me to be the Mayor and City Clerk, respectively, of the CITY OF AUBURN, to be the free and voluntary act and deed of said municipal corporation for the uses and purposes mentioned in the instrument. GIVEN UNDER my hand and official seal the date hereinabove set forth. �mara A. AgAhell •` s - stoN F!. � NOTARY �;r •� p —*— NOTARY PUBLIC in and r the State of CA 0 PUSUC 2: or .q � n q ..p�. Washington, residing at rOBER 9%'G'',�` 0•unu.� P WASV� 1 • M1 COMMISSION expires: AD —9— ------------------------------------------------- Exhibit"A" Resolution No.2992 News&Information Station Agreement July 28, 1998 Page 9 of 10 ADO RD. OrNEERTIFICA sails one" PRODUCER Wycoff Insurance Agency THIS CERTIFICATE IS ISSUED bell inc ONLY AN MATTER OF INFO CONF NO RIO UPON THE CERTIFICATE 501 S 2nd St No Is CERTIFICATE 00 NOT ALTER THE III AMENo P 0 sax 1010 Nowt Vernon WA 98273- (360) 336-2112 COMPANY INSURED A CNA Primewest Incorporated COMPANY P.O Box 2609 COMPANY C rl Vernon WA 98273 (360) 424 5783 COMPANY THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CON NTRACT OR OTHER DOCU CERTIFICATE MAY BE ISSUED 08 MAY PERTAIN, THE INSURANCE AFFORDED BY THE P MENT WITH RESPECT TO WHICH THIS POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. co LTA TYPE OF INSURANCE POUCYNUMBER POLICYEFFECTIVE POUCYEXPJRATION DATE IMMADDIVY) DATE(MM/00" LIMITS A GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY 1 a- 177164 GENERAL AGGREGATE $2,000,000 05/13/98 05/13/01 CLAIMS MADE a OCCUR PRODUCTS PRODUCTS-COMP/OP AGO $2,000,000 OWNERS I CONTRACTORS PROT PERSONAL&ADV INJURY $1,000,000 EACH OCCURRENCE S 1,000,020 FIRE DAMAGE(Any one fire) s 100,000 AUTOMOBILE LIABILITY MED EXP(Any one Person) s 10,000 ANYAUTO COMBINED SINGLE UMIT $ ALL OWNED AUTOS SCHEOULEDAUTOS BODILY INJURY HIRED AUTOS (Per Person) S NON-OWNED AUTOS BODILY INJURY (Per acclobno S PROPERTY DAMAGE GARAGE LIABILITY ANYAUTO AUTOONLY EAACCIDENT OTHER THAN AUTO ONLY EACH ACCIDENT $ EXCESS LIABILITY AGGREGATE S UMBRELLA FORM EACH OCCURRENCE S OTHER THAN UMBRELLA FORM AGGREGATE 5 WORKERS COMPENSATION AND $ EMPLOYERS'LIABILITY STATUTORY UmITs THE PROPRIETOR/ / / / / EACH ACCIDENT PARTNERS/EXECUT[VE INCL S DISEASE PO OFFICERS ARE: EXCL UCYUMIT S OTHER DISEASE EACH EMPLOYEE $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECWL ITEMS BNOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE City Of Au EXPIRATION EXPIRATION DATE THEREOF THE ISSUING COMPANY WILL ENDEAVOR TO MAIL Attn. Auburn City Clerk 10 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 29 W main Street BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY INO UPON THE C Auburn wA 98ol AUTHOR LL-ID AGENTS OR REPRESENTATIVE& THE .... ....... ;all 'Z 7 .. OFFICE OF THE MAYOR Y ADMINIS'T`RATION Charles A Booth, Mayor t Main, Auburn,WA 98001 1-3041 Fax:(253)288-3132 ocr 2 C17C4 Y CLERKS OFF CE September 8, 1998 Mr John Ruhlman Prime West of Washington, Inc. PO Box 2609 v Mount Vernon, WA 98273-7906 Dear Ruhlman: On August 17, 1998, the Auburn City Council adopted Resolution No. 2992 authorizing a News and Information Station Agreement between the City and Prime West of Washington, Inc. to provide a News and Information Station at the Auburn Senior Center Enclosed is the original News and Information Station Agreement which has been executed by the City and now requires the notarized signature of the authorized Prime West representative. Please return the original fully-executed Agreement to the Auburn City Clerk, 25 West Main Street, Auburn, WA, 98001 as soon as possible. Please also note the insurance requirements contained in Article 12 of the Agreement and provide the City Clerk's Office with the appropriate insurance certificate. If you have any questions, please contact Senior Center Supervisor Cheryl Sallee at (253)931-3016. S�in�cerely, /n� A.61e--T1P-\ Charles A. Booth Mayor Enclosure cc: Dick Deal, Parks and Recreation Director Cheryl Sallee, Senior Center Supervisor CHARLES a BOOTH,MAYOR AUBURN CITY CLERK Danielle Daskam,City Clerk 25 West Main, Auburn,WA 98001 Cathy Richardson, Deputy City Clerk City Clerk:(253)931-3039 Tamie Bothell,Records/License Clerk - - - Business Registration:(253)931-3007 Fax:(253)288-3132 STATE OF WASHINGTON) ) SS. COUNTY OF KING ) I, Danielle Daskam, the duly appointed, qualified City Clerk of the City of Auburn, a Municipal Corporation and Code City, situate in the County of King, State of Washington, do hereby certify that the foregoing is a full, true and correct copy of Resolution No. 2992 of the resolutions of the City of Auburn, entitled "RESOLUTION NO 2992." 1 certify that said Resolution No. 2992 was duly passed by the Council and approved by the Mayor of the said City of Auburn on the 17th day of August, 1998. Witness my hand and the seal of the City of Auburn this 18th day of November, 1998. Da_ 'elle Daskam, City Clerk City of Auburn