HomeMy WebLinkAboutDebbie Luce CITY OF AUBURN AGREEMENT
FOR SERVICES
THIS AGREEMENT made and entered into on this� day of d�, 2016, by and
between the City of Auburn, a municipal corpoiation of the State of Washington, hereinafter
referred to as "City" and Debbie Luce, hereinafter referred to as the"Consultant."
W [ TNESSETH :
WHEREAS, the City desires to refain 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 tenns and conditions herein contained.
NOW, THEREFORE, the parties hereto agree as follows:
1. Scoue 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 refened 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. Any such
agreement(s) shall be set forth in writing and shall be executed by the respective parties
prior to the ConsultanYs 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 (ageement for additional services), such addendtun 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 Ageement 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 Cify and the time period for the completion
of such services makes the execution of addendum impractical prior to the
commencement of the ConsultanYs performance of the requested services. The
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Consultant hereby a�ees 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 ageed to in connection therewith. The invoice procedure for any
such additional services shall be as described in Section 7 of this Ageement.
4. Consultant's Rearesentations.
The Consultant hereby represents and warrants that it has all necessary licenses and
certifications to perform the services provided For herein, and is qualified to perform such
services.
5. Citv's Responsibilities.
The City shall do the following in a timely manner so as not to delay the services of the
Consultant:
a. Desigiate in writing a person to act as [he City's represen[ative 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.
b. Fumish the Consultant with all information, criteria, objectives, schedules and
standazds for the project and the services provided for herein.
c. Examine and evaluate all studies, reports, memoranda, plans, and other
documents prepared by the Consultant and render decisions regarding such
documents in a timely manner to prevent delay of the services.
d. Provide the Consultant with office space, computer, internet access and phone
services. The offic.e space will be located in City Hall and available for use by the
Consultant Monday through Friday 7:30am — 5:30pm and will be closed on City
observed Holidays.
6. Acceptable Standards.
The Consultant shall be responsible to provide, in connection with the services
contemplated in this Ageement, work product and services of a quality and professional
standard acceptable to the City.
7. Comuensation.
As compensation for the Consultant's performance of the services provided for herein,
the City shall pay the Consultaqt the fees and costs specified on Exhibit "B" attached
hereto and made a part hereof (or as specified in an addendum) up to a total contract
amount of forty-five thousand and 00/100 Dollazs ($45,000.00) and is not to ezceed
forty-five thousand dollars ($45,000.00) without fuRher written permission from the City.
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 Consul[ant thereafter in the normal course, subject to any
conditions or provisions in this A�eement or addendum.
8. Time for Performance and Term of A�reement.
The Term of this Agreement.shall coinmence on the date hereof or on the 1�day of
1ar�uary, 2016. The work shall be completed on or before December 3l, 2016.
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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 fo� 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) yeazs from the final
payment for work performed under this Ag-eement.
1 I. 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 Aereement.
This Agreement shall be administered by Debbie Luce, 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 ar mailed to the following addresses:
Citv of Auburn Consultant
Aubum City Hall Debbie Luce
25 West Main 10907 SE 298`h Pl.
Auburn, WA 98001-4998 Aubum, WA 98092
(253) 931-3000 FAX (253) 931-3053 253-670-5545
13. Notices.
All notices or communications permitted or required to be given under this Ageement
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 Ageement, to the address for the
party set forth above, or if to a person not a party to this Ageement, 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 Ageement.
14. Insurance.
The Consultant shall be responsible for maintaining, during the term of this Agreement
and at its sole cost and expense, the types of insuiance coverages and in the amounts
described below. The Consultant shall furnish evidence, satisfactory to the City, of all
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such policies. During the term hereof, the Consultant shall take out and maintain in full
force and effect the following insurance policies:
Automobile Liability insurance covering all owned, non-owned, hired and leased
vehicles.
l 5. 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, ac[ions, 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[his Agreement
except for injuries and damages caused by the sole negligence of the City. If a final
judgnent 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. Assipnment.
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 assigunent or
transfer of any interest under this Agreement shall be deemed to release the assignor from
any liability or obligation under this Ageement, 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 shal] 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 Ageement.
The City may terminate this Agreement upon not less than seven (7) days written notice
to the Consultant if the services provided for herein aze no longer nee8ed 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.
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19. Parties in Interest.
This Agreement shall be binding upon, and the benefits and obligations provided for
herein shall inwe 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
assigunent 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 ar exist
for the benefit of any third party, including contractors, sub-contractors and their sureties.
20. Costs to Prevailine Partv.
[n 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. Apnlicable 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 oi
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.
22. Ca�tions, Headines and Titles.
All captions, headings or titles in the paragaphs or sections of this Agreement aze
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 A�eement, 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 Acreement.
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.
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25. Countemarts.
This Agreement may be executed in multiple counterparts, each of which shall be one
and the saine Agreeinent and shall become effective when one or inore 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 CONSULTANT
Nancy Bac x Ma or � I
��v,r4�-Ps � ��71-Ei Name: �Q�i��-P �I�tC2i
G� ��� �b��y Title: �b'Lt/i SYV� �(,�,v�Cc.C�,C�
Attest: d
��l%��6 l�l�6�"�
Dan�tle E. Daskain City Clerk
Approved as to form:
��t�A"5 � �
Daniel B. Heid, City Attomey
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' 10 1�e. A mer�cleo�:
EXHIBIT "A" ��j 2'���b
CONTRACTIOR TASKS AND SERVICES
City of Auburn Tourism Board Management and Tourism Marketing. Consultant shall
provide the City, at a minimum, the following scope of services:
. Manage all operational and administrative activities for the Auburn Tourism Boazd and
Lodging Tax Advisory Committee (LTAC) . These services include, but aze not limited
to: Posting notices of ineetings according to City guidelines, maintaining minutes of all
meetings and coordinate all public relations, mazketing, media relations, advertising and
event planning.
e Work with Finance Department to prepare and submit to the City of Aubum Tourism
Board and LTAC a Business Plan and Annual Budget for the balance of 2015 by June 1S1
and Business Plan and Annual Budget for 2016 by October ls`. The Budget will include
an estimate of revenue to be received from all such lodging businesses and include an
auditable statement detailing all proposed activities, programs and expenditures.
o Produce a Tourism brochure with the City's Multi-Media Division that will be used as a
hand out to visitors, event planners and distributed to local and regional businesses.
e Respond to inquiries made by meeting/event planners and visitors, with the appropriate
information and materials.
e Develop and maintain content in partnership with the City's Multi-Media Division for the
City of Aubum's Tourism website.
• Respond to requests from publishers seeking information about Auburn.
• Serve as a referral service for tourism related Auburn business.
e Maintain and provide tourism related demographic information.
e Develop relationships with tourism and retail related businesses in the City by way oF
visits and networking event throughout the year.
o Attend tourism related trade shows, seminars, conferences, etc. as necessary/appropriate
to promote Auburn Tourism.
• Seek out potential tourism related businesses and events and promote Auburn locations.
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• The consultant shall provide monthly and year-end report to the City with details of
activity. The Activity Report shall include the following:
Activity Report
Year 2016 Month/Dav to Month/Dav
• Phone Month Yeaz to Date
• E-mail Month Year to Date
• Mail
o [ncoming Month Year to Date
o Outgoing Month Year to Date
• Meetings Attended Month Yeaz to Date
e Trade Shows Attended Month Yeaz to Date
e Event Planner & Tour Guild meetings Month Year to Date
• Programs Promoted Month Year to Date
• Brochures distributed Month Year to Date
• Business visits Month Year to Date
• Requests from publishers Month Yeaz to Date
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EXHIBIT "B"
COSTS
Annual compensation for the scope of work herein is not to exceed $45,000.00 annually.
Contractor shall receive a gross amount of$3750.00 per month or$1875.00 bi-weekly for
consideration of the services provided in Exhibit "A" of this Ageement.
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