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PROFESSIONAL SERVICES AGREEMENT FOR
TOURISM PROMOTION (LODGING TAX) SERVICES
This Professional Services Agreement ("Agreement") is effective as of the date of the last
authorizing signature affixed hereto, The parties ("Parties") to this Agreement are the City of
Auburn, a Washington municipal corporation ("City"), and Auburn Symphony a, Washington Non -
Profit ("Contractor') for the Sunset Series at Mary Olsen Farm.
RECITALS
A. The City seeks the temporary professional services of a skilled independent contractor
capable of working without direct supervision, in the capacity of tourism promotion: and
B. The Contractor has the requisite skill and experience necessary to provide such services.
NOW, THEREFORE, the Parties agree as follows:
1. Services.
Contractor shall provide the services more specifically described in Exhibit "A," attached hereto and
incorporated by this reference ("Services"), in a manner consistent with the accepted practices for
other similar services, and when and as specified by the City's representative.
2. Term.
The term of this Agreement shall commence upon the effective date of this Agreement and shall
continue until the completion of the Services, but In any event no later than December 31, 2014,
("Term"). This Agreement may be extended for additional periods of time upon the mutual written
agreement of the City and the Contractor.
3. Termination.
Prior to the expiration of the Term, this Agreement may be terminated immediately, with or without
cause by the City.
4. Compensation.
4.1 Total Compensation, In consideration of the Contractor performing the Services, the City
agrees to pay the Contractor an amount not to exceed Dollars $250.00.
4.2 Method of Payment. Payment by the City for the Services will only be made after the form
specified by the City, and the same Is approved by the appropriate City representative. Payment
shall be made within, thirty (30) days after receipt of such voucher or invoice. Final invoices, along
with any required reports, must be submitted to the City one week after the event on August 17,
2015 to avoid loss of funding.
Invoices shall be in substantially the form set forth in Exhibit B hereof.
4.3 Contractor Responsible for Taxes. The Contractor shall be solely responsible for the
payment of any taxes imposed by any lawful jurisdiction as a result of the performance and
payment of this Agreement.
5. Compliance with Laws
Contractor shall comply with and perform the Services in accordance with all applicable federal,
state, and City laws including, without limitation, all City codes, ordinances, resolutions, standards
and policies, as now existing or hereafter adopted or amended.
& 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 license.
7. Independent Contractor /Conflict of Interest
It is the intention and understanding of the Parties that the Contractor shall be an independent
contractor and that the City shall be neither 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 due.
Industrial or any other insurance that 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 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.
8. Indemnification.
8.1 Contractor Indemnification. The Contractor agrees to indemnify, defend and hold the City, its
elected officials, officers, employees, 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 this Agreement to the extent caused
by the negligent acts, errors or omissions of the Contractor, its partners, shareholders, agents,
employees, or by 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. Further,
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 workers' compensation
acts, disability benefit acts or any other benefits acts or programs, and the indemnification and
agreement to defend and hold harmless contained herein expressly includes any and all claims by
employees, subcontractors, and assignees of Contractor or for which Contractor would otherwise
have immunity under the Worker's Compensation Act or any similar law in the absence of
Contractor's waiver of such immunity herein. By executing the Contract, the Contractor
acknowledges that the foregoing waiver has been mutually negotiated by the parties.
8.2 City Indemnification. The City agrees to indemnify, defend 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 attorney fees) to or by any and
all persons or entities, including without limitation, their respective agents, licensees, or
PROFESSIONAL SERVICES AGREEMENT—Tourism Promotion Auburn Symphony Sunset at Mary Olson Farm
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representatives, arising from, resulting from or connected with this Agreement to the extent solely
caused by the negligent acts, errors, or omissions of the City, its employees or agents.
8.3 Survival. 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.
9. Equal Opportunity Employer.
A. In all Contractor services, programs or activities, and all Contractor hiring and employment
made possible by or resulting from this 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 provisions), race, color, creed, national origin,
marital status, veteran status, sexual orientation or the presence of any disability, including sensory,
mental or physical handicaps; provided, however, that the prohibition against discrimination in
employment because of disability shall not apply if the particular disability prevents the performance
of the essential functions required of the position. This 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 non- discrimination. 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.
B. In the event of Contractor's noncompliance or refusal to comply with the above
nondiscrimination plan, this Contract may be rescinded, canceled, or terminated in whole or in part,
and the Contractor may be declared ineligible for further contracts with the City. The Contractor,
shall, however, be given a reasonable time in which to correct this noncompliance.
10. Confidentiality,
All information regarding the City obtained by Contractor in performance of this Agreement shall be
considered confidential. Breach of confidentiality by Contractor will be grounds for immediate
termination.
11. Insurance
The Contractor shall carry, as a minimum, the following insurance in such forms and with a carrier
rated A.M. Best "A:VII":
11.1 Workers' Compensation. Workers' compensation and employer's liability insurance in
amounts
sufficient pursuant to the laws of the State of Washington;
11.2 Commercial General Liability Insurance. Commercial general liability insurance with limits of
liability not less than $1,000,000.00 per occurrence, and $2,000,000.00 in the general aggregate,
for bodily injury, including personal injury or death, products liability and property damage. The
commercial general liability Insurance shall also include the following coverages:
A. Products and Completed Operations Liability;
PROFESSIONAL SERVICES AGREEMENT—Tourism Promotion Auburn Symphony Sunset at Mary Olson Farm
Page 3
B. Automobile Liability, including coverage for owned, non -owned, leased, or hired vehicles;
C. Stop Gap or Employers Contingent Liability.
11.3 Automobile Liability Insurance. Automobile liability insurance with a combined single limit of
liability not less than $1,000,000 for bodily injury (including personal injury or death) and property
damage.
11.4 Professional Liability Insurance. Professional liability insurance with limits of liability not less
than $1,000,000 per claim and $1,000,000 policy aggregate limits, for damages sustained by
reason of or in the course of operation under this Agreement, whether occurring by reason of acts,
errors or omissions of the Contractor.
11.5 Certificates of Insurance. The City shall be named as additional insured on all such
insurance policies, with the exception of professional liability and workers' compensation
coverage(s). The insurance provided to the additional insured shall be primary. Contractor shall
provide certificates of insurance and an Additional Insured endorsement, 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 forty-five (45)
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 this Agreement is actually terminated. Contractor's failure to maintain such insurance
policies shall be grounds for the City's immediate termination of this Agreement.
11.6 Insurance Limits. The insurance limits stated above are not intended to be an indication of
exposure nor are they limitations on indemnification.
11.7 Expiration/Termination of Insurance. 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.
12. Work Product.
All originals and copies of work product, including plans, sketches, layouts, designs, design
specifications, records, files, computer disks, magnetic media or material which may be produced or
modified by Contractor while performing the Services shall belong to the City. At the termination or
cancellation of this Agreement, all originals and copies of any such work product remaining in the
possession of Contractor shall be delivered to the City.
13. Treatment of Assets.
A. Title to all property furnished by the City shall remain in the name of the City.
B. Title to all nonexpendable personal property and all real property purchased by the
Contractor, the cost of which the Contractor is entitled to be reimbursed as a direct item of cost
under this Contract, shall pass to and vest in the City, or if appropriate, the state or federal
department supplying funds therefor, upon delivery of such property by the vendor. If the Contractor
PROFESSIONAL SERVICES AGREEMENT—Tourlsm Promotion Auburn Symphony Sunset at Mary Olson Farm
Page 4
elects to capitalize and depreciate such nonexpendable personal property in lieu of claiming the
acquisition cost as a direct item of cost, title to such property shall remain with the Contractor. An
election to capitalize and depreciate or claim acquisition cost as a direct item of cost shall be
irrevocable.
C. Nonexpendable personal property purchased by the Contractor under the terms of this
Contract in which title is vested in the City shall not be rented, loaned or otherwise passed to any
person, partnership, corporation/association or organization without the prior expressed written
approval of the City or its authorized representative, and such property shall, unless otherwise
provided herein or approved by the City or Its authorized representative, be used only for the
performance of this Contract.
D. As a condition precedent to reimbursement for the purchase of nonexpendable personal
property, title to which shall vest in the City, the Contractor agrees to execute such security
agreements and other documents as shall be necessary for the City to perfect its interest in such
property in accordance with the "Uniform Commercial Code--Secured Transactions" as codified in
Article 9 of Title 62A, the Revised Code of Washington.
E. The Contractor shall be responsible for any loss or damage to the property of the City,
including expenses entered thereunto which results from negligence, willful misconduct, or lack of
good faith on the part of the Contractor, or which results from the failure on the part of the
Contractor to maintain and administer in accordance with sound management practices that
property, to ensure that the property will be returned to the City in like condition to that in which it
was furnished or purchased, fair wear and tear excepted.
F. Upon the happening of loss or destruction of, or damage to, any City property, the
Contractor shall notify the City or its authorized representative and shall take all reasonable steps to
protect that property from further damage.
The Contractor shall surrender to the City all property of the City within thirty (30) days after
rescission, termination or completion of this Contract unless mutually agreed otherwise.
14. Books and Records.
The Contractor agrees to maintain books, records, and documents which sufficiently and properly
reflect all direct and indirect costs related to the performance of the Services and maintain such
accounting procedures and practices as may be deemed necessary by the City to assure proper
accounting of all funds paid pursuant to this Agreement. These records shall be subject, at all
reasonable times, to inspection, review or audit by the City, its authorized representative, the State
Auditor, or other governmental officials authorized by law to monitor this Agreement.
15. 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 continue the Agreement after the end of the current
fiscal period, and this Agreement will automatically 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.
16. General Provisions.
PROFESSIONAL SERVICES AGREEMENT—Tourism Promotion Auburn Symphony Sunset at Mary Olson Farm
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16.1 Entire Agreement. This Agreement contains all of the agreements of the Parties with respect
to any matter covered or mentioned in this Agreement and no prior agreements shall be effective
for any purpose.
16.2 Modification. No provision of this Agreement, including this provision, may be amended or
modified except by written agreement signed by the Parties.
16.3 Full Force and Effect: Severability. Any provision of this Agreement that 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. Further, if it should appear that any provision hereof is in conflict
with any statutory provision of the State of Washington, the provision appears to conflict therewith
shall be deemed inoperative and null and void insofar as it may be in conflict therewith, and shall be
deemed modified to conform to such statutory provision.
16.4 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 without the prior written consent of
the other Party.
A. If the Contractor desires to assign this Contract or subcontract any of its work hereunder, the
Contractor shall submit a written request to the City for approval not less than fifteen (15) days prior
to the commencement date of any proposed assignment or subcontract.
C. Any work or services assigned or subcontracted for hereunder shall be subject to each
provision of this Contract.
C. Any technical/professional service subcontract not listed in this Contract, which is to be
charged to the Contract, must have prior written approval by the City.
D. The City reserves the right to inspect any assignment or subcontract document
16.5 Successors in Interest. Subject to the foregoing Subsection, the rights and obligations of the
Parties shall Inure to the benefit of and be binding upon their respective successors in the event
either of the Parties defaults on the performance of any term of this Agreement or either Party
places the enforcement of this Agreement in the hands of an attorney, or files a lawsuit, the
prevailing party shall be entitled to its reasonable attorneys' fees, costs and expenses to be paid by
the other Party.
16.7 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.
16.8 Governing Law. This Agreement shall be made in and shall be governed by and interpreted
in accordance with the laws of the State of Washington.
16.9 Authority. Each individual executing this Agreement on behalf of the City and Contractor
represents and warrants that such individuals are duly authorized to execute and deliver this
Agreement on behalf of the Contractor or the City.
PROFESSIONAL SERVICES AGREEMENT—Tourism Promotion Auburn Symphony Sunset at Mary Olson Farm
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16. 10 Notices. Any notices required to be given by the Parties shall be delivered at the addresses
set forth below. 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 addresses forth below. Any notice so
posted in the United States mail shall be deemed received three (3) days after the date of mailing.
16.11 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 this Agreement.
16.12 Performance. Time is of the essence in performance of this Agreement and 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.
16.13 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.
16.14 Counterparts. This Agreement may be executed in any number of counterparts, which
counterparts shall collectively constitute the entire Agreement.
16.15 Venue. All lawsuits or other legal actions whatsoever with regard to this agreement shall be
brought in the Superior court of King County, Washington.
16.16 Ratification. Any work performed prior to the effective date that falls within the scope of this
Agreement and is consistent with its terms is hereby ratified and confirmed.
16.17 Certification Regarding Debarment, Suspension and Other Responsibility Matters.
A. By signing the agreement below, the contractor certifies, to the best of its knowledge and
belief, that it and its principals:
1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from covered transactions by any federal department or agency;
2. Have not within a three-year period preceding this proposal been convicted of or had a civil
judgment rendered against them for commission or fraud or a criminal offense in connection with
obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or
contract under a public transaction; violation of federal or state antitrust statutes or commission of
embezzlement, theft, forgery, bribery, falsification or destruction of records, making false
statements, or receiving stolen property;
3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental
entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph A.2.
of this certification; and
4. Have not within a three (3) year period preceding this application/proposal had one or more
public transactions (federal, state, or local) terminated for cause or default.
B. Where the Contractor is unable to certify to any of the statements in this certification, such
Contractor shall attach an explanation to this proposal.
PROFESSIONAL SERVICES AGREEMENT—Tourism Promotion Auburn Symphony Sunset at Mary Olson Farm
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CITY OF AUBURN
I
Title:
25 West Main Stree
Auburn WA 98001-4998
Date of Signature: 11 1.5
CONTRACTOR
I certify that I am authorized to execute this contract on behalf of the Contractor.
[Enter Name of C ntr tor]0
By:
[Signat� re]
[Printed Name]
Geevnev.al mo-nmAer
[Title]
Po iwAmb u rtl,WA y R-4)7 t
[AddrL%3. goo d• 2777
[Phone]
8il—fa''
[Date of Signature]
PROFESSIONAL SERVICES AGREEMENT—Tourism Promotion Auburn Symphony Sunset at Mary Olson Farm
Page 8
Exhibit B
Invoice
BILLING PERIOD: Jul —S 7Y0!=—
AGENCY NAME: AL,G K.,-. d�Pke,y�
ADDRESS: P O
MAIL INVOICE TO
City of Auburn
Attn:
25 West Main Street
Auburn, WA 98001-4998
INVOICE AMOUNT: o3,5 --p
4—
SUBSCRIBED this 11 day of W 20_ �.
Signed Ijee�—^u � for above named Agency
Title: (fie hero I / /"lah0.q4A-
Services Rendered:
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Invoice Requirements
Please provide an itemization of services provided. If the invoice includes staff time, list hours per project,
hourly rate, and amount billed. Attach to this invoice copies of invoices/statements and cancelled checks (or
other payment documentation acceptable to the City) for services purchased by the Agency for which
reimbursement is being requested; copies of the work performed (e.g., advertisement, brochure, website
page, flyer, etc.); and, for lodging tax contracts, documentation that the promotional effort reached an
audience outside King County.
PROFESSIONAL SERVICES AGREEMENT—Tourism Promotion Auburn Symphony Sunset at Mary Olson Farm
Page 1
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Event/festival Sponsor must submit this report no later than one week after event. Failure to provide
information will result in non-acceptance of future event application funding.
Provide an estimate of the number of participants who will attend the event/activity in each of the following
categories:
As a direct result of your proposed tourism -related service,
Actual
Calculation
provided:
Methodology
below)
Overall attendance at your event/activity/facility
__(Se
_
❑D OIC oRS
❑IS uSE
Number of people who traveled more than SO miles for your��11
D oIC oRS
event/activity
(/
JS o5E
Of the people who traveled more than 50 miles, the number of
D oIC oRS
people who traveled from another country or state
olS oSE
Of the people who traveled more than 50 miles, the number of
t (D oIC oRS
people who stayed overnight in Auburn
6
olS OSE
Of the people that stayed overnight, the number of people who
�t:i oIC taRS
stayed in PAID accommodations (hotel/motel/bed & breakfast) in
❑IS ruSE
Auburn
Number of paid lodging room nights resulting from your event/
r D LAC oRS
activity/ facility (example: 15 paid rooms on Friday and 50 paid
a osE
rooms on Saturday = 75 paid lodging room nights)
Calculation Methodology Options:
• Direct Count (DC): Actual count of visitors using methods such as paid admissions or registrations, clicker
counts at entry points, vehicle counts or number of chairs filled. A direct count may also include
information collected directly from businesses, such as hotels, restaurants or tour guides, likely to be
affected by an event.
• Indirect Count (IC): Estimate based on information related to the number of visitors such as raffle tickets
sold, redeemed discount certificates, brochures handed out, police requirements for crowd control or
visual estimates.
• Representative Survey (RS): Information collected directly from individual visitors/ participants. A
representative survey is a highly structured data collection tool, based on a defined random sample of
participants, and the results can be reliably projected to the entire population attending an event and
includes margin of error and confidence level.
• informal Survey (I5): Information collected directly from individual visitors or participants in a non-
random manner that is not representative of all visitors or participants. Informal survey results cannot be
projected to the entire visitor population and provide a limited indicator of attendance because not all
participants had an equal chance of being included in the survey.
• Structured Estimate (SE): Estimate produced by computing known information related to the event or
location. For example, one jurisdiction estimated attendance by dividing the square footage of the event
area by the international building code allowance for persons (3 square feet).
• Other (0): (please describe)
i