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HomeMy WebLinkAboutKoshi-Hanek, SharonCITY OF AUBURN AGREEMENT FOR CONSULTING SERVICES FOR THE AUBURN COMMUNITY FOUNDATION THIS AGREEMENT made and entered into on this 8Tw day ofN , 2014, by and between the City of Auburn, a municipal corporation of the State of Washington, hereinafter referred to as "City" and, Sharon Koshi -Hanek, hereinafter referred to as the "Consultant." WITNESSETH: WHEREAS, the City is engaged in or readying itself to be engaged in its project of forming an Auburn Community Foundation as a separate non - profit entity under 26 U.S.C. 501(C)(3), and is in need of services of individuals, employees or firms qualified and able to work on said project; and, WHEREAS, the City desires to retain the Consultant to provide certain services in connection with the City's work on said project; and, WHEREAS, the Consultant is qualified and able to provide consulting services in connection with the City'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 City. 2. Additional Services. From time to time hereafter, the parties hereto may agree to the performance by the Consultant of additional services with respect to related work or projects, including, for instance, additional accounting services once the organization commences operations to assist in setting up the Auburn Community Foundation structure. 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 Page 1 of 7 except where the addendum provides to the 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 City 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 oral request of an authorized representative of the City 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 he has all necessary licenses and certifications to perform the services provided for herein, and is qualified to perform such services. 5. City's Responsibilities. The City shall do the following in a timely manner so as not to delay the services of the Consultant: a. Pay any application fees for filing the documents for the Auburn Community Foundation for both state and federal non - profit entity status, and such administrative fees as are required for submission of application to the Internal Revenue Service for nonprofit status under 26 USC 501(C)(3). b. Pay the Consultant for services rendered in connection with the Scope of Services herein below the amount of $1;500.00, which will include the Consultant's fees for meetings, discussions, out -of- pocket expenses, and initial accounting analysis and projections necessary to file the IRS application for the non - profit entity status. C. Designate in writing a person to act as the City's representative with respect to the services. The City's designee shall have complete authority to transmit instructions, receive information, interpret and define the City's policies and decisions with respect to the services. d. Furnish the Consultant with all information, criteria, objectives, schedules and standards for the project and the services provided for herein. e. Arrange for access to the property or facilities as required for the Consultant to perform the services provided for herein. f. 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 City. Page 2 of 7 7. Compensation. As compensation for the Consultant's performance of the services provided for herein, the City shall pay the Consultant the fees and costs specified in Paragraph 5 herein. The Consultant shall submit to the City an invoice or statement of time spent on tasks included in the scope of work provided herein, and the City 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 addendum. 8. Time for Performance and Term of Agreement. The Consultant shall perform the services provided for herein in accordance with the direction and scheduling as provided by the City 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 his performance of this Agreement (the "Work Products ") shall be owned by and become the property of the City, and may be used by the City for any purpose beneficial to the City. 10. Records Inspection and Audit. All compensation payments shall 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 shall 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. 11. 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 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 Sharon Koshi -Hanek, on behalf of the Consultant, and by the Mayor of the City, or designee, on behalf of the City. Any written notices required by the terms of this Agreement shall be served on or mailed to the following addresses: Citv of Auburn Consultant Auburn City Hall Sharon Koshi -Hanek 25 West Main P.O. Box 8055 Auburn, WA 98001 -4998 Bonney Lake, WA 98391 (253) 931 -3000 FAX (253) 931 -3053 Tel (253) 208 -3523 Page 3 of 7 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. I urance. The Consultant shall be responsible for maintaining, during the term of this Agreement Q' and a its sole cost and expense, the types of insurance coverages and in the amounts describe elow. The Consultant shall furnish evidence, satisfactory to the City, of all such policie . uring the term hereof, the Consultant shall to out and maintain in full force and effect following insurance policies: N<� a. Commercial Genera iability insurance, insurin e City and the Consultant against loss or damages arisi from premises, o rations, independent contractors and personal injury and adverti ' g injury. T City shall be named as an insured under the Consultant's Commercial neral iability insurance policy with respect to the work performed for the City, minimum liability limits of $1,000,000.00 combined single limit for pers al 'jury, death or property damage in any one occurrence. b. Such workmen's compe tion and other ' ilar insurance as may be required by law. c. Professional liabil' insurance with minimum liab 'ty limits of $1,000,000. d. Automobile L' ility insurance covering all owne non - owned, hired and leased vehicles. C erage shall be written on Insurance Services Office (ISO) form CA 00 01 or ubstitute form providing equivalent liability coverage. If necessary, the pol' , shall be endorsed to provide contractual liability coverage. 15. Indemnification. The Consultant shall indemnify, defend and hold harmless the City 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 City. If a final judgment is rendered against the City, its officers, agents, employees and/or any of them, or jointly against the City 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. 16. Assi ng ment. Page 4 of 7 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 shall 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. 17. 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 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. 18. Termination and Suspension. Either party may terminate this Agreement upon written notice to the other party if the other party fails substantially to perform in accordance with the terms of this Agreement through no fault of the party terminating the Agreement. The City may terminate this Agreement upon not less than seven (7) days written notice to the Consultant if the services provided for herein are no longer needed from the Consultant. If this Agreement is terminated through no fault of the Consultant, the Consultant shall be compensated for services performed prior to termination in accordance with the rate of compensation provided in Exhibit "B" hereof. 19. 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. 20. 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 shall be entitled to receive its reasonable costs and attorney's fees. 21. 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, Page 5 of 7 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. 22. Captions, Headines 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. 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. 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 Narley Backus, y r Attest: X G2 n Damelle E. Daskam City Clerk ro rl"66164` —EI CONSULTANT J& Ott, <4MZ4'� Sharon Koshi -Hanek Page 6 of 7 EXH1B[T "A" SCOPE OF SERVICES 1. Meet with city officials and representatives of the Auburn Community Foundation to assist in determining organizational needs and preferred setup structure and meet with the first/initial "Board of Directors" to document the intention of the organization and confirm the names and responsibilities of the officers; 2. Providing initial accounting analysis and projections necessary to meet the needs for filing the IRS application for a non - profit entity. 3. Collect and compile documents relating to incorporation and charity filings with the State of Washington Department of Revenue and the US Federal Revenue Service for nonprofit status and for a federal identification number; 4. Preparation of application forms for establishing the Auburn Community Foundation for both state and federal agencies; 5. Creation and /or compiling, as needed, of records of payroll related accounts with the State of Washington and the Internal Revenue Service /Social Security agencies Page 7 of 7 rtent/doingbusiness /registe rmybusiness/brd /Defau It.aspx e� sine's. ypes- iy 66siness' it your help: ►0 ABOUT'US;I CONTACT'.US! u Search-' A > DOING BUSINESS > REGISTER N1Y BUSINESS ) LOOKUP BUSINESS INFORMATION Back to search results If "Non- revenue" appears:after Tax Registration Number, the account is,not registered with the Department of Revenue. However, it may be registered with other agencies in the state. Wasiihigton State.Department of Revenue_ State Busuiess Records Database Detail TAX REGISTRATION NO: .600572793 ACCOUNT OPENED: 05/01/198S 12:00:00 AM UBI: 600572793 ACCOUNT CLOSED: OPEN' ENTITY NAME: KOSHI- HANEK;SHARON R. BUSINESS +NAME : RESEARCH MOM CONSULTING SERVICES MAILING ADDRESS: PO BOX 8055 BONNEY LAKE; WA'98391 -0897 ENTITY'TYPE: SOLE PROPRIETOR NALCS CODE: 541219 NAICS'DEFINITION: OTHER ACCOUNTING SERVICES BUSINESS LOCATION: 21SO2 CONNELLS PRAIRIE RD BUCKLEY; WA 98321 -9710 RESELLER PERMIT NO. :N /A PERMIT EFFECTIVE: N/A PERMIT EXPIRES: N /A' FOR.N0WCOMMERCIALUS EON LY