Loading...
HomeMy WebLinkAboutAgreement for Services with Peazytown LLC - Develop website for White River Valley MuseumCITY OF AUBURN AGREEMENT FOR SERVICES THIS AGREEMENT made and entered into on this eighteenth day of January, 2019, by and between the City of Auburn, a municipal corporation of the State of Washington, ("City") and Peazytown, LLC 30853 55`h Avenue S, Auburn, WA 98001 ("Consultant"). RECITALS: 1. The City is in need of a website design to aid the City in effectively and efficiently providing communication to its residents about the White Valley Museum and the Mary Olson Farm. 2. The City wants to hire the Consultant to provide these services in connection with the City's work. 4. The Consultant is qualified and able to provide services in connection with the City's needs for this work, and is willing and agreeable to provide the services on the terms and conditions in this Agreement. AGREEMENT: In consideration of the mutual promises contained in this Agreement, the parties agree as follows: 1. Scope of Services The Consultant agrees to perform in a good and professional manner the tasks described in Exhibit "A." The Consultant will perform the services as an independent contractor and will not be deemed to have entered into any partnership, joint venture, or employment relationship with the City. In performing such services, the Consultant will at all times comply with all Federal, State, and local statutes, rules and ordinances applicable to the performance -of such services and the handling of any funds used in connection with this Agreement. 2. Additional Services If additional services with respect to related work are required beyond those specified in the Scope of Work, and not included in the compensation listed in this Agreement, the parties will amend this Agreement before the Consultant performs the additional services. 3. Consultant's Representations The Consultant represents and warrants that it has all necessary licenses and certifications to perform the services provided for in this Agreement, and is qualified to perform those services. Page 1 of 7 4. Acceptable Standards The Consultant will be responsible to provide, in connection with the services contemplated in this Agreement, work products and services of a quality and professional standard acceptable to the City. 5. Compensation As compensation for the Consultant's performance of the services provided for in this Agreement, the City will pay the Consultant the fees and costs specified on Exhibit "B." The Consultant will submit to the City an invoice or statement of time spent on tasks included in the scope of services , and the City upon acceptance of the invoice or statement will process the invoice or statement in the next billing/claim cycle following receipt of the invoice or statement, and will remit payment to the Consultant. The not -to -exceed amount for this agreement is $740. 6. Time for Performance and Term of Agreement The Consultant will not begin any work under this Agreement until authorized in writing by the City. The Consultant will perform the services in accordance with the direction and scheduling provided on Exhibit "A" unless otherwise agreed to in writing by the parties. All work under this Agreement will be completed by March 1, 2019. Ownership and Use of Documents All documents, reports, memoranda, diagrams, sketches, plans, surveys, design calculations, working drawings, websites and any other materials created or otherwise prepared by the Consultant as part of his performance of this Agreement will be owned by and become the property of the City, and may be used by the City for any purpose beneficial to the City. Records Inspection and Audit All compensation payments will be subject to the adjustments for any amounts found by audit or otherwise to have been improperly invoiced, and all records and books of accounts pertaining to any work performed under this Agreement will 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. 9. Insurance The Consultant shall procure and maintain for the duration of this Agreement, insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder by the Consultant, or the Consultant's agents, representatives, employees, or subcontractors. Consultant's maintenance of insurance as required by the Agreement shall not be construed to limit the liability of the Consultant to the coverage provided by such insurance, or otherwise limit the City's recourse to any remedy available at law or in equity. The Service Consultant shall obtain insurance of the types described below: Page 2 of 7 Automobile Liability insurance, covering all owned, non -owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability coverage. Consultant shall maintain automobile insurance with minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. • Worker's Compensation coverage as required by the Industrial Insurance laws of the State of Washington. The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability insurance: • The Consultant's insurance coverage shall be primary insurance as respects the City. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall not contribute with it. • The Consultant shall provide the City with written notice of any policy cancellation within two business days of their receipt of such notice. Insurance is to be placed with an authorized insurer in Washington State. The insurer must have a current A.M. Best rating of not less than ANII. Consultant shall furnish the City with certificates of insurance and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Consultant before commencement of the work. The City reserves the right to require that complete, certified copies of all required insurance policies be submitted to the City at any time. If the Contractor maintains higher insurance limits than the minimums shown above, the City shall be insured for the full available limits of Commercial General and Excess or Umbrella liability maintained by the Contractor, irrespective of whether such limits maintained by the Contractor are greater than those required by this contract or whether any certificate of insurance furnished to the City evidences limits of liability lower than those maintained by the Contractor. Failure on the part of the Contractor to maintain the insurance as required shall constitute a material breach of contract, upon which the City may, after giving five business days' notice to the Contractor to correct the breach, immediately terminate the contract. 10. Indemnification/Hold Harmless The Consultant will defend, indemnify and hold the City and its officers, officials, employees, and volunteers harmless from any and all claims, injuries, damages, losses, or suits including attorneys' fees, arising out of or in connection with the performance of this Agreement, except for injuries and damages caused by the sole negligence of the City. It is specifically and expressly understood that the indemnification provided constitutes the Consultant's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the Page 3 of 7 purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Agreement. 11. Copyright The Consultant agrees to defend, indemnify, and hold the City and its officers, officials, employees, and volunteers harmless from any and all claims of misappropriation, infringement, and/or invalid licensing of any copyrighted work or other intellectual property. 12. Assiemnent Neither party to this Agreement will assign any right or obligation hereunder in whole or in part, without the prior written consent of the other party. 13. Nondiscrimination The Consultant may not discriminate regarding any services or activities to which this Agreement may apply directly or through contractual, hiring, or other arrangements on the grounds of race, color, creed, religion, national origin, sex, age, or where there is the presence of any sensory, mental or physical handicap. 14. 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. 15. Applicable Law This Agreement and the rights of the parties will be governed by and interpreted in accordance with the laws of the State of Washington and venue for any action arising from this Agreement will be in King County, Washington. 16. Severable Provisions Each provision of this Agreement is intended to be severable. If any provision is illegal or invalid for any reason, such illegality or invalidity will not affect the validity of the remainder of this Agreement. Page 4 of 7 17. Entire Agreement This Agreement contains the entire understanding of the parties and supersedes all prior agreements and understandings between the parties with respect to such subject matter. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective the day and year first set forth above. CITY OF AUBURN CONSULTANT Dana Hinman, Director of Administration Signature Name: Title: Federal Tax ID No: Approved as to form: Steve Gross, City Attorney Page 5 of 7 EXHIBIT A Develop a website for the White River Valley Museum and the Mary Olson Farm exclusively using the Squarespace platform, and no other utilizing domain name purchased by the City. The total amount to be paid for the completion of these services is not to exceed seven hundred forty dollars ($740): Creation of Website: • Manage the creation of a website using the existing domain name wrvmuseum.org that is delivered on time and on budget. • Website should be modern, fresh and easy to navigate. • The website should be capable of archiving the programs and events advertised on the website. • Must be device responsive. • Integrate original content and YouTube videos. • Set up Squarespace management subscription account. • Set up two domain names: whiterivervalleymuseum.org and maryolsonfarm.org that direct all users to the existing domain name wrvmuseum.org. Squarespace Training: • Complete a two hour Squarespace training with key members of Museum staff. • Training should include but is not limited to: editing pages, creating pages, editing menus, creating menus, changing themes and colors, adding images and video, and generating forms. Page 6 of 7 EXHIBIT B CONSULTANT COMPENSATION Manage development of the White River Valley Museum website: $500 Museum Staff Squarespace Training: $200 Set up domain name White RiverVal leyMuseum. Org: $20 Set up domain name MaryOlsonFarm.Org: $20. Total: $740.00 Page 7 of 7 17. Entire Agreement This Agreement contains the entire understanding of the parties and supersedes all prior agreements and understandings between the parties with respect to such subject matter. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective the day and year first set forth above. CITY OF AUBURN Dana Hinman, Director of Administration Approv a form: Steve Gross, C' -1 y Attorney Page 5 of 7 CONSULTANT , G Signatu e Name: R, ►7 Oyer Title: Ot Oi-7 yr Federal Tax IDNo: �%-33Lo33 8 17. Entire Agreement This Agreement contains the entire understanding of the parties and supersedes all prior agreements and understandings between the parties with respect to such subject matter. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective the day and year first set forth above. CITY OF AUBURN Dana Hinman, Director of Administration Approved as to form: Steve Gross, City Attorney Page 5 of 7 CONSULTANT Signatu e Name: t100�/-P Title: Ck-Dex e -- Federal — - Federal Tax ID No: IWI – 3&a 33