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.
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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:
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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
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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.
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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
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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.
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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
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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
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CONSULTANT
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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
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Federal Tax ID No: IWI – 3&a 33