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HomeMy WebLinkAboutAgreement for Services with The Woolsey Group ç\ 3,ip.c 7v7D CITY OF AUBURN AGREEMENT FOR Facilitation Services THIS AGREEMENT made and entered into on this 7th day of_February 2020, by and between the City of Auburn, a municipal corporation of the State of Washington (the "City") and The Woolsey Group, 8744 Woodbank Dr NE, Bainbridge Island, WA 98110 (the "Provider"). WITNESSETH: WHEREAS, the City is in need of professional facilitation services to preside over the 2020 BIA Strategic Planning meeting between the City of Auburn staff and the City of Auburn Business Improvement Area; and, WHEREAS, the City desires to retain the Provider to fulfill said services need in connection with the City's work; and, WHEREAS, the Provider is qualified and able to provide services in connection with the City's needs for the above-described work, and is willing and agreeable to provide such services upon the terms and conditions herein contained. NOW, THEREFORE, the parties hereto agree as follows: 1. Scope of Services The Provider agrees to perform in a good and professional manner the tasks described on the attached Exhibit "A" that is made a part of this Agreement. (The tasks described on Exhibit "A" shall be individually referred to as a "task" and collectively referred to as the "services.") The Provider shall be responsible to provide work products and services of a quality and professional standard acceptable to the City. 2. Additional Services In the event 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, a contract amendment shall be set forth in writing and shall be executed by the respective parties prior to the Provider's performance of the services thereunder. Upon proper completion and execution of an Amendment (agreement for additional services), such Amendment shall be incorporated into this Agreement and shall have the same force and effect as if the terms of such Amendment were a part of this Agreement as originally executed. The performance of services pursuant to an Amendment shall be subject to the terms and conditions of this Agreement except where the Amendment provides to the contrary, in which case the terms and conditions of any such Amendment shall control. 3. Provider's Representations The Provider hereby represents and warrants that the Provider has all necessary licenses and certifications to perform the services provided for herein, and is qualified to perform COA/Woolsey Group— Facilitation Services for the BIA_COA February 11, 2020 meeting such services. 4. City's Responsibilities The City shall do the following in a timely manner so as not to delay the services of the Provider: a. Designate in writing a person to act as the City's representative with respect to the services. The City's designee shall 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 Provider with all information, criteria, objectives, schedules and standards for the project and the services provided for herein. c. Arrange for access to the property or facilities as required for the Provider to perform the services provided for herein. 5. Termination The City may terminate this Agreement upon seven (7) days' written notice; provided that Contractors shall be compensated for services provided through the end of the following month at the rate described in section 2 and Exhibit B. Upon termination, Provider shall deliver to City all code and other work it has competed towards the deliverables described in Exhibit A. 6. Compensation As compensation for the Provider's performance of the services provided for herein, the City shall pay the Provider the fees and costs specified on the attached Exhibit "B" that is made a part of this Agreement (or as specified in an Amendment). The Provider shall submit to the City an invoice or statement upon completion of each deliverable or date that is shown on Exhibit B for the amount shown on that exhibit. Upon acceptance of the invoice or statement, the City shall process the invoice or statement in the next billing/claim cycle following receipt of the invoice or statement, and shall remit payment to the Provider thereafter in the normal course, subject to any conditions or provisions in this Agreement or Amendment. The City agrees to pay a late penalty of 1% of the outstanding balance sixty days after the date of the invoice. The not to exceed amount of the compensation shall be $1,500.00. Provider agrees that this is its sole compensation inclusive of all expenses and that it has the sole obligation to pay any third party vendors in connection with the products or services delivered under this Agreement. 7. Time for Performance and Term of Agreement The agreement shall commence on the effective date of the agreement and shall remain in force until completion of the scope of work, as described in Exhibit A, or the agreement is otherwise terminated according to this agreement. The term of this agreement shall terminate no later than 28th day of February, 2020 unless otherwise modified in writing. 8. Ownership and Use of Work Products All information and materials created, prepared, shared or otherwise delivered by the COA/Woolsey Group— Facilitation Services for the BIA_COA February 11, 2020 meeting Provider as part of their performance of this Agreement (the "Work Products") shall be owned by and become the property of the City, and 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. 9. Records Inspection and Audit All compensation payments shall 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 shall 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. If any litigation, claim, dispute, or audit is initiated before the expiration of the three (3) year period, all records and books of accounts pertaining to any work performed under this Agreement shall be retained until all litigation, claims, disputes, or audits have been finally resolved. 10. Continuation of Performance If any dispute or conflict arises between the parties while this Contract is in effect, the Provider agrees that. notwithstanding such dispute or conflict, the Provider shall continue to make a good faith effort to cooperate and continue work toward successful completion of assigned duties and responsibilities. 11. Administration of Agreement This Agreement shall be administered on behalf of the City by the City of Auburn's Administration Department, or designee. Any written notices required by the terms of this Agreement shall be served on or mailed to the following addresses: City of Auburn The Woolsey Group Josh Arndt Lindsey Woolsey Real Property Analyst/EcDev 8744 Woodbank Dr NE 25 W Main St Bainbridge Island, WA 98110 Auburn, WA 98001-4998 Phone: (443) 570-1097 Phone: 253.288.4325 E-mail: lindsey@woolseygroup.com 12. Notices All notices or communications permitted or required to be given under this Agreement shall be in writing and shall 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. If addressed to a person not a party to this Agreement, the notice shall be sent, in the foregoing manner, to the address designated by a party to this Agreement. Either party may change its address by giving notice in writing, stating his, her or its new address, to the other party, pursuant to the procedure set forth above. COA/Woolsey Group — Facilitation Services for the BIA_COA February 11, 2020 meeting 13. Indemnification/Hold Harmless Except for injuries and damages caused by the sole negligence of the City, the Provider shall defend, indemnify and hold the City and its officers, officials, employees, and volunteers harmless from any and all claims, injuries, damages, losses, or suits, of every kind, including attorney fees and litigation expenses, arising out of or in connection with any alleged act, omission, professional error, fault, mistake, or negligence of the Provider, its employees, agents, representatives, or subcontractors, including employees, agents, or representatives of its sub-contractors, taken in the performance of this Agreement, or arising out of worker's compensation claims, unemployment compensation claims, or unemployment disability compensation claims. It is further specifically and expressly understood that the indemnification provided herein constitutes the Provider's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the 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. Provider specifically indemnifies the City against all expenses, liabilities, costs, settlements or judgments, including attorney fees, in connection with any infringement of patent, copyrights, or other intellectual property rights arising from its performance of this agreement. 14. Limitation on Liability Provider will not be bound by any implied warranty of merchantability or implied warranty for a particular purpose. Provider shall not be liable for consequential or indirect damages, including loss of profits, loss of business, loss of data, interruption of business, or any other expectation or reliance damages incurred by City as a result of performing services in accordance with this agreement. 15. Non-Disclosure of Confidential Data. Each party shall safeguard the other's confidential information with, at a minimum, the same degree of care that it would exercise in protecting its own confidential, unless required to disclose the information by law or expressly permitted by the party holding the confidential information. Confidential information may include technological and business information, addresses and other identifying information of city residents and businesses (e.g. social security numbers, telephone numbers), financial information identifiable to a city resident or business, and other information specified as confidential by either party. This prohibition shall survive the termination of this agreement. 16. Assignment Neither party to this Agreement shall assign any right or obligation hereunder in whole or in part, without the prior written consent of the other party hereto. No assignment or transfer of any interest under this Agreement shall release the assignor from any liability or obligation COA/Woolsey Group — Facilitation Services for the BIA_COA February 11, 2020 meeting under this Agreement, or to cause any such liability or obligation to be reduced to a secondary liability or obligation. 17. Nondiscrimination The Provider 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. 18. Amendment. Modification or Waiver No amendment, modification or waiver of any condition, provision or term of this Agreement shall 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 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 shall not affect or impair any right arising from any subsequent default. Nothing herein shall limit the remedies or rights of the parties hereto under and pursuant to this Agreement. 19. Independent Contractor Status The Contractors shall perform the services described in Section 2 as independent contractors 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. 20. Parties in Interest This Agreement shall be binding upon, and the benefits and obligations provided for herein shall inure to and bind, the parties hereto and their respective successors and assigns, provided that this section shall not be deemed to permit any transfer or assignment otherwise prohibited by this Agreement. This Agreement is for the exclusive benefit of the parties hereto 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. 21. Applicable Law This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the laws of the State of Washington and venue for any action hereunder shall be in of the county in Washington State in which the property or project is located, and if not site specific, then in King County, Washington; provided, however, that it is agreed and understood that any applicable statute of limitation shall commence no later than the substantial completion by the Provider of the services. 22. Cautions. Headings and Titles All captions, headings or titles in the paragraphs or sections of this Agreement are inserted for convenience of reference only and shall 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. As used herein, where appropriate, the singular shall include the plural and vice versa and COA/Woolsey Group— Facilitation Services for the BIA_COA February 11, 2020 meeting masculine, feminine and neuter expressions shall be interchangeable. 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. 23. Severable Provisions Each provision of this Agreement is intended to be severable. If any provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. 24. Entire Aareement This Agreement, together with any subsequent amendments or addendums, contains the entire understanding of the parties hereto in respect to the transactions contemplated hereby and supersedes all prior agreements and understandings between the parties with respect to such subject matter. No other understandings, oral or otherwise, regarding this Agreement shall exist or bind any of the parties. 25. Non-Availability of Funds 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 for the continuance of this Agreement, then the City may terminate this Agreement at the end of the period for which funds are available, without the notice provided by Section 6. 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 of termination under this Section. [SIGNATURES ON THE FOLLOWING PAGE] IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective the day and year first set forth above. COA/Woolsey Group— Facilitation Services for the BIA_COA February 11, 2020 meeting CITY OF AUBURN THE WOOLSEY GROUP .X7:6 '"i. Lindsey Woolsey, President 2-7-2020 Nancy l;us, Mayor Date Name, Title Date 46-2758292 Approved as to form: Federal Tax ID Number endra Comeau, City Attorney COA/Woolse Group— Facilitation Services for the BIA_COA February11, 2020 meeting EXHIBIT A SCOPE OF SERVICE • Work with City of Auburn Economic Development designee to develop a through and detailed agenda for the February of 2020 meeting between the City of Auburn staff and representatives of the City of Auburn's Business Improvement Area (BIA). • Facilitate the February of 2020 meeting between the City of Auburn staff and representatives of the City of Auburn's BIA. • Work with City staff to create an after action report. COA/Woolsey Group— Facilitation Services for the BIA_COA February 11, 2020 meeting EXHIBIT B COMPENSATION As compensation in consideration of the Providers performance, the City will pay the Provider fees and costs associated with the tasks identified in this contract. Compensation for this contract is not to exceed One Thousand Five Hundred Dollars ($1 ,500.00). Payment for this contract will be as follows: • $1,000.00 —Within 15 days following the February 11, 2020 meeting. • $500.00 —Within 30 days following completion of the after action report. COA/Woolsey Group — Facilitation Services for the BIA_COA February 11, 2020 meeting