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
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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.
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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
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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.
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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
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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'
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