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HomeMy WebLinkAboutAgreement for Services with Danielle Daskam (N ,tOtt I SCANNED CITY OF AUBURN AGREEMENT FOR SERVICES THIS AGREEMENT is entered into on the date last signed below between the City of Auburn, a municipal corporation of the State of Washington("City") and Danielle Daskam ("Consultant.") RECITALS: 1. The City is required to complete the City's Council Meeting minutes in a timely manner so that Council, staff, and the community are provided a brief synopsis of items that have been brought before Council for discussion and consideration. 2. The City wishes to retain the Consultant to prepare minutes from past meetings. AGREEMENT: In consideration for the 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 on Exhibit"A."The Consultant will perform the services as an independent contractor and will not be deemed, by virtue of this Agreement to have entered into any partnership, joint venture, employment or other relationship with the City. 2. Additional Services. The parties may agree to have Consultant perform additional services with respect to related work or projects. Any such agreement(s) will be set forth in writing and signed by the respective parties before to the Consultant's begins the additional services (except as may be provided to the contrary in Section 3 of this Agreement). 3. Performance of Additional Services Prior to Execution of an Addendum. The Consultant agrees to perform additional services on the verbal request of an authorized representative of the City pending execution of an addendum, at an agreed- on rate of compensation. 4. 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 5. City's Responsibilities. The City will: a. Designate in writing a person to act as the City's representative with respect to the services. The City's designee will have complete authority to transmit instructions, receive information, interpret and define the City's policies and decisions with respect to the services. b. Furnish the Consultant with all information, criteria, objectives, schedules and standards for the project. c. Examine and evaluate all studies, reports, memoranda, plans, and other documents prepared by the Consultant and render decisions regarding these documents in a timely manner to prevent delay of the services. 6. Acceptable Standards. The Consultant will be responsible to provide, in connection with the services contemplated in this Agreement, work product and services of a quality and professional standard acceptable to the City. 7. Compensation. As compensation for the Consultant's performance of the services the City will pay the Consultant the fees and costs specified on Exhibit "B" up to a total contract amount of One Thousand Six Hundred Sixty-two and 00/100 dollars ($1,662.00). Costs are not to exceed this amount without further written permission from the City. 8. Time for Performance and Term of Agreement. The Term of this Agreement will commence on October 8, 2018. The work will be completed on or before January 31, 2019. 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") 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. 10. Records Inspection and Audit. All compensation payments will 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 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. 11. Continuation of Performance. If any dispute or conflict arises between the parties while this Contract is in effect, the Consultant agrees to make a good faith effort to cooperate and continue work toward successful completion of assigned duties and responsibilities. Page 2 of 7 12. Administration of Agreement. This Agreement will be administered by Danielle Daskam, 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 will be served on or mailed to the following addresses: City of Auburn Consultant Auburn City Hall Danielle Daskam 25 West Main 408 Warwick Street Auburn, WA 98001-4998 Enumclaw, WA 98022 (253) 931-3000 FAX (253) 931-3053 13. Notices. All notices or communications permitted or required to be given under this Agreement will be in writing and will 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 Agreement, to the address for the party 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 writing. Any party may change their address by giving notice in writing. 14. Indemnification. The Consultant will indemnify, defend and hold the City and its officers, agents and employees, or any of them harmless from any and all claims, actions, 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 this Agreement except for injuries and damages caused by the sole negligence of the City. If a final judgment 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 will satisfy the same to the extent that such judgment was due to the Consultant's negligent acts or omissions. 15. Assignment. Neither party to this Agreement will assign any right or obligation under the Agreement in whole or in part, without the prior written consent of the other party. No assignment or transfer of any interest under this Agreement will 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. 16. Amendment, Modification or Waiver. No amendment, modification or waiver of any condition, provision or term of this Agreement will 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 Page 3 of 7 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 will not affect or impair any right arising from any subsequent default. Nothing in this section will limit the remedies or rights of the parties. 17. Termination and Suspension. Either party may terminate this Agreement on 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. The City may terminate this Agreement on not less than seven (7) days written notice to the Consultant if the services are no longer needed from the Consultant. If this Agreement is terminated through no fault of the Consultant,the Consultant will be compensated for services performed prior to termination. 18. Parties in Interest. This Agreement will be binding on, and the benefits and obligations provided for will inure to and bind,the parties and their respective successors and assigns. This Agreement is for the exclusive benefit of the parties and it does not create a contractual relationship with or exist for the benefit of any third party, including contractors, sub-contractors and their sureties. 19. Costs to Prevailing Party. If there is litigation or other legal action to enforce any rights, responsibilities or obligations under this Agreement, the prevailing party will be entitled to receive its reasonable costs and attorney's fees. 20. Applicable Law. This Agreement and the rights of the parties will be governed by the interpreted in accordance with the laws of the State of Washington and venue for any action will be in of the county in Washington State property or project is located,and if not site specific,then in King County, Washington. Any applicable statute of limitation will commence no later than the substantial completion by the Consultant of the services. 21. Captions, Headings and Titles. All captions, headings or titles in the paragraphs or sections of this Agreement are inserted for convenience of reference only and will 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. Interpretation or construction of this Agreement will 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. Page 4 of 7 22. Severable Provisions. Each provision of this Agreement is intended to be severable. If any provision is illegal or invalid for any reason whatsoever, that illegality or invalidity will not affect the validity of the remainder of this Agreement. 23. Entire Agreement. This Agreement contains the entire understanding of the parties in respect to the and supersedes all prior agreements and understandings between the parties with respect to this Agreement. 24. Counterparts. This Agreement may be executed in multiple counterparts, each of which will be one and the same Agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. CITY OF A 'N CONSULTANT gat -ZoL —Y Steve Gross Dan Ile Daskam City Attorney Page 5 of 7 EXHIBIT"A" CONSULTANT TASKS AND SERVICES The consultant will provide action minutes for 20 Study Session meetings. Page 6 of 7 EXHIBIT "B" COSTS Total compensation for the scope of work is not to exceed $1,662.00 without further written permission from the City. The City will pay the Consultant on a monthly basis, from October 2018 through the end of the contract, in January 2019, at a rate of four hundred fifteen and 50/100 dollars($415.50) a month. If at any point either the Consultant or City decide to terminate the agreement, then the Consultant will be paid through the month in which they performed any services. Page 7 of 7