HomeMy WebLinkAboutAuburn Chamber of CommerceINDEPENDENT CONTRACTOR AGREEMENT
Between
The City of Auburn
And
Auburn Chamber of Commerce
This independent Contractor Agreement ("Agreement") is entered into on this 1 st day of
April, 2017 (the "Effective Date"), by and between the City of Auburn, a municipal corporation
organiied undei Title 35A of the Revised Code of Wasliington (the "City") and the Aubuin
Chamber of Commerce (the `Chamber"), for tkie purpose of promoting economic development,
business recruitment and retention, community engagement, and tourist attraction within the
jurisdictional boundary of the City.
WHEREAS, the City is engaged in projects that include, but aze not lunited to operating
a visitor information center, and promoting tourism and economic development; and
WHEREAS, the Contractor has expertise in community outreach, business recTuitment
and special event promotion; and
WHEREAS, the Mayor is authorized by Auburn City Code 3.10.025 to contract for
professional services that aze individually and sepazately listed in the City's annual budget; and
WHEREAS, the City requested a proposal from the Contractors for the provision of
professional services to assist in promoting economic development, business recruitment and
retention, community engagement, and tourist attraction; and
WHEREA$, the Contractor services includin;, but not limited to, mazketing and
advertising through social and traditional media for business recruitment and retention,
promotion of the Business Improvement Area (BIA), and other events; and
WHEREAS, the City desires to refain the Contractor to provide certain services in
connection with the City's work on projects.
NOW, THEREFORE, in consideration of their mutual promises set out in this
Agreement, the Contractor and the City agree as follows:
1,. Term of Agreement
The term of this Agreement shall commence on the Effective Date and shall terminate on
December 31, 2017, unless otherwise terminated pursuant to the provisions in section 6 of
this agreement.
2. Scope of Services by Contractor
21. The Contractor agrees to perform, in a good and professional manner; the tasks
described in Enhibit A, attached hereto and incorporated herein by this refetence. (The
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tasks described on Exhibit A shall be individually refened to as a"task," and
collectively referred to as the "services.")
2.2. The Contractor shall be responsible to provide work products and services of a quality
and professional standazd acceptable to the City.
2.3. The Contractor hereby represents and warrants that it has all necessary licenses and
certifications to perform the services described in Exhibit A, and is qualified to perform
such services.
3. AddiHonal Services provided by Contractor
3.1. From tune to tune hereafter, the parties may agree to the performance by the Contractoi
of additional services with respect to related work or projects. Any such a�eement(s)
shall be set forth in writing as an addenduin to this Agreement and shall be executed by
the respective parties prior to the Contractor's performance of the services thereunder,
except as provided for by Section 6 of this Agreement.
3.1.1. Upon the siD ature of the parties, an addendum shall be incorporated into tlus
Agreement and shall have the same force and effect as if the terms of tkie
addendum were a part of this Agreement as originally executed and shall be
construed in accordance with the terms of this Agreement, unless otherwise
specified in the addendum, in which case the terms of the addendum shall control.
3.2. The parties agree that, in certain circumstances, it may be unpractical to execute an
addendum to this Agre.ement prior to the commencement of additional services as
contemplated in Section 3.1, and in such instances, the Contractor agrees to perform the
requested services pursuant to the following terms:
3.2.1. The oral or written request is made by an authorized representative of the City,
3,2.2. The rate of compensation is aa eed to by the parties and invoiced pursuant to
Section �.2 of this Agreement, and
3.2.3. An addendum shall be executed as soon thereafter as is reasonably practical.
�. City Oblieatious
In a timely manner that does not delay the services provided by the Contractor, the City shall:
4.1. Designate in writing a peison to act as the City's representatiye with respect to the
services who has complete authority to transmit instructions, receive information,
interpret and define the City's policies, and make decisions regazding the services
provided by Contractor.
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4.2. Furnish the Contractor with all information, criteria, objectives, schedules, and standards
for the project(s) necessary for the Contractor to provide the services described in
Exhibit A.
4:3. Arrange for access to City property or facilities as needed by the Contractor for the
provision of services as described in Exhibit A.
4.4. Examine and evaluate all studies, reports, memoranda, plans, sketches, and other
documents prepared by the Contractor and to timely render decisions regarding such
documents to prevent a delay in the provision of services as described in Exhibit A.
5. Compensation
51. Compensation for the Conuactor's performance of the services described in Exhibit A,
the City shall pay the Contractor the fees and costs specified in Exhibit B, attached
hereto and incorpbrated herein by this reference, or as specified in an addendum.
5.2. The Contractor shall submit to the City an invoice or statement of time spent on tasks
included in the scope of work described in Section 2.
5.3. After receipt of an invoice from the Contractor, the City shall process the invoice in the
next billing/claim cycle and remit payment to the Contractor thereafter in the normal
course of business, subject to the terms of this Agreement.
6. Termination
The City may terminate this A�reement upon seven (7) days' written notice ifthe services
described in Exhibit A aze no longer needed from the Conuactor; provided that Contractor
shall be compensated for services provided through the end of the following month at the rate
described in Exhibit B.
7. Insurance
7.1. The Contractor is responsible for maintaining, during the term of this Agreement and at
its sole cost and expense, the types of insurance coverages, that include a severability of
interest provision, and in the amounts as follows:
7. f.1. Commercial General Liability in an amount not less than one million dollazs
($1,000,000) per occurrence and rivo million dollazs ($2,000,000) aggregate.
7.1.2. Automobile Liability in an amount not less than one miilion dollars
($1,000,000) per occurrence.
7.13. A Certificate of Insurance for worker's compensation coverage, or a Sole
Proprietor Waiver if the Contractor has no eaiployees, prbvided that if a
Certificate of Insurance is ptovided, the insurer inust agree to waive all rights of
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subrogation against the City, its officers, agents, employees, and volunteeis for
losses arising from work performed by the ConVactor for the City.
7.1.4. Professional Liability Insurance, as applicable, in an amount not less than one
million dollazs ($1;000,000) per occurrence and one million dollars
($1,OOQ000) aggregate.
7.2. The Contractor will name the City, its agents, officers, and employees as additional
insureds, escept for professional liability insurance, if any, and worker's compensation
and will specify that the insurance aFforced by Contractor is prnnazy insurance and that
any insurance coverage carried or self-insurance by the City, any department or any
employee will be excess coverage and not confributory insurance to that provided by the
Contractor.
73. Upon the execution of this Agreement by the Contractor, the Contractor shall furnish to
the City copies of the Certificates of Insurance drawn in conformity with the above
insurance requirements, except that such copies shall be certified upon the request of the.
City.
7.4. If a policy does expire during the term of this Agreement, a renewal certificate must be
sent to the City fifteen (15) days prior to the expiration date of the policy.
7.5. Failure on the part of the Contractor to procure and maintain the required liability
instiirance and provide proof thereof to the City within ten (10) days following the
commencement of a new policy, shall constitute a material breach of this Agreement
upon which the City may immediately terminate this Agreement.
7.6. The City reserves the right to continue payment of any insurance premiwns otherwise
due and payable by the Contractor and to deduct reimbursement from amounts due or
subsequenfly due to the Contractor as described in E�ibit B.
8. Indemnification
8.1. The Contractorshall, jointly and sevecally, to the fullest extent pernutted by law,
indemnify, keep indemnifizd, defend and hold harmless the City and/or any of its agents,
o�cials, and employees from any and all c(aims, demands, suits, proceedings; losses
costs, or damages of every kind and description; including attorneys' fees and litigation
expenses which may be made against or incurred by the City on account of loss or
damage to any property or for injuries to or death of any person, caused by, arising out
of, or contributed to, in whole or in part, by reason of any alleged act, omiss.ion,
professional error, fault, mistz,ke, or negligence of the Contractor, their employees,
agents, representatives; or subcontractors of the Contractor, including employees, agents;
or representatives of the subcontractors in connection with, or incidental to, the
performance of this Agreement, or arising out of worker's compensation claims,
unemployment compensation claims, or unemployment disability compensation claims
of employees ofContractor or their subcontractors under similaz such laws or
obligations.
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8,2. If a final judoment is rendered against the Ciry, its officecs, agents, employees, and/or
any of them, or jointly against the City and Contractor, and their respective officers,
agents, employees, or any of them, the Contractor shall satisfy the same to the estent that
such jizd�nent was due to the party's negligent acts or omissions.
8.3. The Contractor's obligations under this Section do not extend to any lialiility caused by
the sole negligence of the City or its employees.
9. Independent Contractor Status
The Contractor shall perform the services described 'm Section 2 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.
10. Dispute Resolution
10.1. Continuation of Performance
In the event that any dispute or conflict aris.es between the parties while this
Agreement is in effect, the Contractor agrees that, notwithstanding such dispute or
conflict, the Contractor shall continue to make a good faith effort to continue to
cooperate and continue to work towazd successful completion of the services
described in E�ibit A.
10.2. Meet and Confer Process
In the event that any par[y believes another party has breached a term of this
Agreement, it may request in writing that the parties meet and confer in good faith
for the purpose of attempting to reach a mutually satisfactory resolution of the
problem within fifteen (15) days of the date of service of said request.
10.3. Notice of Disa¢reement
Within fifteen (I S) days of the meet and confer process, a party is not satisfied
with the result of the meet and confer process, or at any time if the complaining
party elects not to utilize the meet and confer process described in Section 10.2,
the complaining party may provide written notice to the affected party that
identifies and describes any alleged breach of this Agreement ( IVotice of
Disagreement"j, with particulatity, if available, and sets forth the action required
to remedy the breach.
10.4. Response to Notice of Disagreement
10.4.1. Within fifteen (15) days of service of a Notice of Disagreement, the
recipient shall provide a written response, either denying or admitting the
allegations set forth in the Notice of Disagreement and, if the truth of the
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allegations is admitted, setting forth in detail the steps it has faken and/or
will take to cui�e the breach.
10.4.2. Failure to serve a timely response shall entitle the complaining party to
proceed immediately to arbitration, as described in Section 10.5.
T0.5. Binding Arbitration Procediire
Subject to prior compliance with. the Meet and Confer process set out in Section
10.2 and the Notice and Response processes in Sections 103 and 10.4, any party
has the right to initiate binding arbitration to resolve any dispute arising under tliis
Ao eement if the matter complained of remains unresolved. The azbitratiomshall
be conducted according to the following piocedures:
10.5.1. The arbitration shall be administered by the Atnerican Arbitration
Association in accordance with its Commercial Arbitration Rules. The
arbitrator shall be selected pursuant xo such rules; provided tl�at s/he must
be a licensed attomey, knowledgeable in tnunicipal law. The parties and
the azbitrator shall maintain strict confidentiality with respect to the
azbitration.
10:5.2. The azbitration shall be held in the City of Auburn, unless otherwise
agreed on by the parties. The azbitrator shall be empowered to grant
equita6le and injunctive relief and specific performance on the tei�ms.and
conditions of this A�reement. The arbitrator shall not have the power to
awazd punitive damages. The p;ovisions of the Washington Rules of Civil
Procedure are incorporated into, and made a part of, this Agreement;
provided that no discovery authorized by said section may be conducted
without leave of the azbitrator, who shall decide to grant leave based on
the need of the iequestin� party and the burden of such discoVery in light
of the nature and complexity of the dispute.
10:5:3. If either party requests a hearing, the arbitrator shall set the matter for
hearing. Othenvise, the arbitrator shall decide whether to set the matter for
hearing.
10.5.4. An award made upon written briefs of the parties, or afrer a hearin; by the
azbitrator, shall be made in writing and give the reasons for the decision.
Judgment on the award rendered by the azbitrator may be entered in any
court having jurisdiction. The costs and expepses of the American
Arbivation Association and the azbitrator shall be shared equally by and
beriyeen the parties unless the arbitrator rules otherwise.
10.6. Enforcement
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Any award in arbitration held pursuant to Section 10.5.4 may be enforced by
brin�ing an action in the Superior Court for King County, Washington.
11. Agreement InterpretaHon
11.1. All captions, headings or titles in the paragraphs or sections of this Agreement aze
inserted for convenience of reference only and shall not constitute a part of this
Ag;eement or act as a limitation of the scope o£ the particular pazagraph or sections to
which they apply.
11.2. As used herein, where appropriate, the singular shall include the plural and vice versa
and masculine, feminine and neuter expressions shall be interchangeable.
113. 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.
12. Non-Availability of Funds
12.1. Every obligation of the City under this Agreement is conditioned upon the availability
of funds appropriated or allocated for the performance of such obligation; and if
funds are not allocated and available foi the continuance of tliis Agieement, then this
Agreement may be terminated by the CiTy at the end of the period for which furids aze
a4ailable, without the seven (7) days' noticeprovided by Section 6.
12.2. No liability shall accrue to the CiTy in the event this provision is exercised, and the
City shall not be obligated or liable for any future payments or damages as a result af
termination under this Section.
13. Non-Discrimination
131, The Contractor shall comply with all applicable federal, state and local non-
discrimination laws and/or policies, including, but not lunited to, the Americans with
Disabilities Act; Civil Ri�hts Act; and the A�e Discrimination Act.
13.2. The Contractor shall take affirmative action to ensure that applicants for employment
and employees aze not discriminated against due to race, creed, color, religion, sex,
national origin, or disability.
133. In the event of the Contractor's noncompliance or refusal to comply with any non-
discrimination law or policy, this Agreement may be rescinded, cancelled, or
ternunated in whole or in part, without the seven (7) d�ys' notice provided in Section
6, and the Contractor inay be declazed ineligible for further agreements with the City.
13.4. "I'he Contractor is responsible for ariy and all costs or liability arising from the
Contractor's failure to so comply with applicable law.
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14. Records
All documents, reports, memoranda, diagrams, sketches, pla.ns, surveys, design calculations,
workin� drawings, and any other materials created or otherwise prepared by the Contractor
as part of their performance of this Ao eement shall be owned by and become the property of
the City, may be used by the City for any purpose beneficial to the City, and shall be subject
to the requirements of the Public Records Act, Chapter 42.56 RCW.
1�. Inspection & Audit
15.1. All compensation payments shall be subject to adjustments for any amounts found
upon audit or othenvise 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 three (3) years from the final
payment for work performed under this Agreement.
15.2. If any litigation, claim, dispute, or audit is initiated before the expiration of the three
(3) yeaz period, all records and books ofaccounts pertaining to any work perforined
under this Agreement shall be retained until all litigation, clauns, disputes, or audits
have been Finally resolved.
16. Conflict of Interest Cancellation
The City may, in its sole discretion, by written notice to Contractor, immediately terminate
this Ao eement, without the seven (7j days' notice provided by Section 6, if it is found after
due notice and examination by the City that there is a violation of the Ethics in Public
S.ervice Act, Chapter 42.52 RCW.
17. Third Party Antitrust Violations
The Contractor assigns to the City any claitn for overchaz�es resulting from antitrust
viola[ions to the estent that such violations concern materials or services supplied by third
parties toward fialfillment of this A�eement.
18. Limitations
Nothing in this Agreement shall be construed as limitin� or expanding the statutory
responsibilities of the par[ies or as requiring the parties to expend any sum in excess of its
appropriations.
19. Force Majeure
No party to this Agreement shal( be held responsible fordelay or default caused by terrorism,
natural disasters, riots, acts of God and/orwar that is beyond the reasonable control of the
parties.
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20. Severability
Each provision of this Agreement is intended to be severable, and if any p"rovision hereof is
illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the
validity of the remainder of this Ab eement.
21. Amendment, Assignment & Waiver
21.1. No amend.ment, modification, or waivet of any condition, provision, or term of this
Agreement shall be valid unless R is ma$e in writing, signed by the party or parties to
be bound, or the duly authorized representatives thereof, and specifies, with
particularity, the nature and extent of such amendment, modification, or waiver.
21.2. No party to this Agreement sHall assign any right or obligation in this Agreement, in
whole or in part, without the prior written consent of the other parties, and any such
assignment shall not 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.
21.3. The failure of either pariy at any time to require performance by another pariy of any
prouisions of this Agreement will in no way affect the party's subsequent rights and
obligations under that provision, and waiver by any party of the breach of any
provision of this Agreement shall not be taken or held to be a waiver of any
succeeding breach of such provision or as waiver of such provision itself.
22. Intesration & Siading Effect
22,1. This Agreement, together with apy subsequent amendments or addendums,
constitutes the entire agreement of the parties and no other understandings, oral or
otherwise, regarding this Agreement shall exist or bind any of the parties.
22.2. This Agreement shall be binding upon, and the benefits and obligations provided for
herein shall inure to and bind, the parties and their respective stiiccessors and assigns,
provided that this Section shall not be deemed to perniit any transfer orassignment
otherwise prohibited by this Agreement.
223. This Ab eement is for the exclusive benefit of the parties and it does not create a
contractual;elationship with, ar exist for the benefit of, any third party, including
Contractor, subcontractors, or their sareties.
23. Choice of Law
23.1. 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 ofthe county in King Counry, Washington; provided,
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however, that it is agreed and understood that any applicable statute of limitation shall
commence no later than the substantia] completion by the Contractor of the services.
23:2. Subject to the lunitations set forth in RCW 4.84.330, each party agrees to bear its own
costs and attomeys' fees generated by any dispute arising out of this A�eement.
2=4. Notices, Reports & Correspondence
24.1. All notices or communications pemutted or required to be given under tliis
Agreement shall be in writing and shall be deemed to have been duly given if
delivered in per"son or deposited in the United States mail, postage prepaid, for
muling by cert�ed mail, return re.ceipt requested, and addressed, if to a party of this
Agreement, to the address for the p:arty 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.
24.2. Any party may change his, her or its address by giving notice in writing, stating his,
her or its new address, to any other parry, all pursuant to the procedwe set forth in
this section of the Agreement.
24.3. All notices, reports, and correspondence shall be sent to:
Citv oFAuburn
Doug Lein
Aubum City Hall
25 West Main
Auburn, WA 98001-4998
(253) 931,3000
Fax (253) 288-3132
25. Sienafure Authoritv
Contractor
Julia Jordan
Auburn Area Chamber of Commerce
420 East Main Street
Auburn, WA 98002
(253) 833-0700
FaY (253) 735 4091
This Agreement may be executed in multiple counterparts, each of which shall be one and
the same Aa eement and shall become effective when one or more counterparts have been
signed by each of the parties and delivered to the other par[y.
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IN WITNESS WHEREOF, the parties hereto have caused [his Aereement to be executed
effective the day and year fust set forth above.
CITY OF AUBURN
..s, .. �! .�., .
:..� +' . •
Attest:
��
Danielle Daskam, Ciry Clerk
f�L.7
Daniel B. Heid, City Attorney
AUBURN AREA CHAMBER OF
COMMERCE
iI
nr� � � � � ��
W�
�.�,y 9ne�; G�c��-� C�
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EXHIBIT A
Tasks and Services
OUTREACH
The Contractor has a broad based audience on social media and the ability to cross-promote an4 and
all activities to create uniry between all of the organizations. The Contractor will provide consistent
messagin� across all channels of communication, including member-to-member communications and
communiry outreach efforts beyond social media thiou;h traditional media sources.
PROGRAM OF WORK
The Contractor's scope is as Follows:
1. Business Retentiop and Recruitment Focus (Auburn Area Chamber of Commerce responsibility)
�� 1.1. Business and Hirjng expo; minimuin one event
1.2� Carc2�Fairs'— uiiriuniiiri two eVsi�t�r;
13. Offer education For members and businesses within the reeion
1.4. Further collaboration with the City and the Auburn Downtown Association for the we.ekly
3No Networking mixers to promote business-to-business interaction
1.5. Assist with expandin� the offerings of the monthly City of Auburn Business 101 workshops
1.6. Provide free resources to businesses
2. Promotion of the Business [mprovement Area (BIA)
2.1. Promote events via social media platforms, as well as other marketing channels, and the
Chamber calendar (i.e. wine, an, chocolate walk)
2.2. Promotion of Downtown Aubum as a safe and enjoyable place to shop, work, and play via
social media platforms and Chamber website
23. Programming to increase e�gagement of businesses in events and downtown improvement
strategies via social media platforms and other marketing channels.
3. Destination Aubum Community Outreach & Business Recruitment (joint responsibility)
3.1. Trade shows ro promote brand awareness; to have a presence and assist the City of Auburn
in tourism outreach
3.2. 'Fam Tour" organization-specific target � oups for corporate retreats and business se�inents
i.e. real estate developers
33. Community Calendar to coordinate prograrriming throughout the communiry for all
organizations
3.4. Resources to try new strategies together to unite the Aubum business communiry
3.5. Assist in targeting specific retailers based on demographic needs in support of City
programming.
4. Support of Business Incubator
4.1. Participate on ad4isory committee
4.2. Promote and recruit new business
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EXHIB[T B
Costs
Compensation for the Contractor's services shall be $2�,000.00 for the term of this Agreement,
as follows:
1. Compe�sation shall be divided among the months of Apri12017 through December 2017.
Apri] through November; $2,77�.00
December = $2,800.00
2. Invoices shall be submitted at the end of each month, and should include wfiich activives
took place by reference to the number and task in Exhibit A.
3. Upon receipt of the invoicing described in Section 5.2 of this A�reement, the City shall remit
to the party providing the invoice.
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