HomeMy WebLinkAboutAgreement for Services COA & Lorie Ann Larson 9-071)
CITY OF AUBURN AGREEMENT
FOR SERVICES
THIS AGREEMENT made and entered into on this 1" day of January, 2020 (the
"Effective Date"), by and between the City of Auburn, a municipal corporation of the State of
Washington(the"City") and Lorie Ann Larson the "Consultant"),collectively "the Parties."
RECITALS:
1. The City is in need of professional consulting services to create and operate a
consolidated social services hub within the City of Auburn; and
2. The City desires to retain the Consultant to provide certain services in connection with
the City's work on said project; and
3. The Consultant is qualified and able to provide consulting services in connection with the
City's needs for the above-described work/project, and is willing and agreeable to provide such
services upon the terms and conditions in this Agreement.
AGREEMENT:
In consideration of the mutual promises set out in this Agreement, the Lorie Ann Larson
and the City agree as follows:
1. Term of Agreement,
The term of this Agreement will begin on the Effective Date and will end on March 31,2020. The
term of this Agreement may be extended in writing by mutual agreement of the Parties.
2. Scope of Services.
The Consultant agrees to perform in a good and professional manner the tasks described in Exhibit
"A."The Provider will perform the services as an independent contractor and will not be deemed,
by virtue of this Agreement and the performance of, to have entered into any partnership,joint
venture, or other relationship with the City.
3. Additional Services.
From time to time, the Parties may agree to the performance by the Consultant of additional
services with respect to related work or projects. Any such agreement(s) shall be set forth in
writing and shall be executed by the respective parties prior to the Consultant's performance of
the services, except as may be provided to the contrary in Section 4 of this Agreement. Upon
proper completion and execution of an addendum (agreement for additional services), such
addendum shall be incorporated into this Agreement and shall have the same force and effect as if
the terms of such addendum were a part of this Agreement as originally executed. The
performance of services pursuant to an addendum shall be subject to the terms and conditions of
this Agreement except where the addendum provides to the contrary, in which case the terms and
conditions of any such addendum shall control. In all other respects, any addendum shall
supplement and be construed in accordance with the terms and conditions of this Agreement.
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4. Consultant's Representations.
The Consultant represents and warrants that she has all necessary licenses and certifications to
perform the services provided for in this Agreement,and is qualified to perform such services.
5. Compensation.
As compensation for the Consultant's performance of the services, the City shall pay the
Consultant the fees calculated at the rate of Seventy-five Dollars ($75.00) per hour, up to a total
contract amount not to exceed forty-five thousand and 00/100 dollars($45,000.00).The Consultant
shall submit to the City an invoice or statement of time spent on tasks included in the scope of
services, and 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 Consultant after in
the normal course, subject to any conditions or provisions in this Agreement or addendum.
6. 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 her 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.
7. 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.
8. Continuation of Performance,
In the event that any dispute or conflict arises between the parties while this Contract is in effect,
the Consultant agrees that,notwithstanding such dispute or conflict, the Consultant shall continue
to make a good faith effort to cooperate and continue work toward successful completion of
assigned duties and responsibilities.
9. Administration of Agreement.
This Agreement shall be administered Lorie Ann Larson, 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 shall be served on or mailed to the following addresses:
City of Auburn Consultant
Attn: Dana Hinman Lorie Ann Larson
25 West Main Consultant—Auburn Consolidated Resource Center
Auburn, WA 98001-4998 407 Schmid Street
(253) 931-4009 FAX(253)288-2123 Enumclaw, WA,98022
(206) 565-8077
10. Notices,
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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, 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. Any party may change his, her or its address by giving notice in writing,stating
his, her or its new address,to any other party,all pursuant to the procedure set forth in this section
of the Agreement.
11. Insurance.
The Consultant shall procure and maintain for the duration of the 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, its agents, representatives, or
employees.
The Consultant shall obtain insurance of the types and coverage described below:
A. Automobile Liability insurance covering all owned, non-owned, hired and leased
vehicles. Coverage shall be as least as broad as Insurance Services Office(ISO) form CA
00 01.
B. Commercial General Liability insurance shall be at least as broad as ISO occurrence form
CG 00 01 and shall cover liability arising from premises, operations, and personal injury
and advertising injury. The City shall be named as an additional insured under the
Consultant's Commercial General Liability insurance policy with respect to the work
performed for the City using an additional insured endorsement at least as broad as ISO
CG 20 26.
C. Workers' Compensation coverage as required by the Industrial Insurance laws of the
State of Washington.
Minimum Amounts of Insurance
The Consultant shall maintain the following insurance limits:
A. Automobile Liability insurance with a minimum combined single limit for bodily injury
and property damage of$1,000,000 per accident.
B. Commercial General Liability insurance shall be written with limits no less than
$1,000,000 each occurrence, $2,000,000 general aggregate.
The Consultant's Automobile Liability and Commercial General Liability insurance policies are
to contain or be endorsed to contain that they shall be primary insurance as respect the City. Any
insurance, self-insurance, or self-insured pool coverage maintained by the City shall be excess of
the Consultant's insurance and shall not contribute with it. Insurance is to be placed with insurers
with a current A.M. Best rating of not less than A:VII.
The Consultant shall furnish the City with original certificates 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. If
the Consultant maintains higher insurance limits than the minimums shown above,the City shall
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be insured for the full available limits of Commercial General and Excess or Umbrella liability
maintained by the Consultant, irrespective of whether such limits maintained by the Consultant
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 Consultant.
Failure on the part of the Consultant 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 Consultant to correct the breach, immediately terminate the contract or,at its discretion,
procure or renew such insurance and pay any and all premiums in connection therewith,with any
sums so expended to be repaid to the Public Entity on demand,or at the sole discretion of the
City,offset against funds due the Consultant from the City.
12. Indemnification.
The Consultant shall indemnify, defend and hold harmless the City and its officers, agents and
employees, or any of them 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 shall satisfy the same to the extent
that such judgment was due to the Consultant's negligent acts or omissions.
If a court of competent jurisdiction determines that this Agreement is subject to RCW 4.24.115,
then,in the event of liability for mages arising out of bodily injury to persons or damages to
property caused by or resulting from the concurrent negligence of the Consultant and the City,its
officers,officials,employees,and volunteers,the Consultant's liability,including the duty and
cost to defend,hereunder shall be only to the extent of the Consultant's negligence. It is further
specifically and expressly understood that the indemnification provided herein constitutes the
Consultant'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.
13. Assignment.
Neither party to this Agreement shall assign any right or obligation in whole or in part,without the
prior written consent of the other party. No assignment or transfer of any interest under this
Agreement shall 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.
14. 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 effect or impair any right arising from any subsequent default.Nothing
in this Agreement shall limit the remedies or rights of the Parties.
15. Termination and Suspensions
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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. The City may terminate this Agreement upon not less than
seven (7) days written notice to the Consultant if the services provided for herein are no longer
needed from the Consultant. If this Agreement is terminated through no fault of the Consultant,
the Consultant shall be compensated for services performed prior to termination in accordance
with the rate of compensation provided herein.
16. Parties in Interest.
This Agreement shall be binding upon,and the benefits and obligations shall inure to and bind,the
Parties 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 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.
17. Costs to Prevailing Party.
In the event of such litigation or other legal action, to enforce any rights, responsibilities or
obligations under this Agreement,the prevailing parties shall be entitled to receive its reasonable
costs and attorney's fees.
18. Applicable Law.
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 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
Consultant of the services.
19. 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 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. Where appropriate, the
singular shall include the plural and vice versa and 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.
20. Severable Provisions.
Each provision of this Agreement is intended to be severable. If any provision hereof is illegal or
invalid for any reason, such illegality or invalidity shall not affect the validity of the remainder of
this Agreement.
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21. Agreement.
This Agreement contains the entire understanding of the Parties in respect to the transactions
contemplated and supersedes all prior agreements and understandings between the parties with
respect to such subject matter.
22. Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be one and the
same Agreement and shall become effective when one or more counterparts have been signed by
each of the Parties and delivered to the other party.
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
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ancy B: ,Mayor Ti e
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Tax ID# { - a3'1 27S
1 , a Its Date 0i/ a.01-r 20 LO
Date
APPROVED AS TO FORM:
Kendra Comeau, City Attorney
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D71)
CITY OF AUBURN AGREEMENT
FOR SERVICES
THIS AGREEMENT made and entered into on this 1St day of January, 2020 (the
"Effective Date"), by and between the City of Auburn, a municipal corporation of the State of
Washington(the"City")and Lorie Ann Larson the"Consultant"),collectively"the Parties."
RECITALS:
1. The City is in need of professional consulting services to create and operate a
consolidated social services hub within the City of Auburn; and
2. The City desires to retain the Consultant to provide certain services in connection with
the City's work on said project; and
3. The Consultant is qualified and able to provide consulting services in connection with the
City's needs for the above-described work/project, and is willing and agreeable to provide such
services upon the terms and conditions in this Agreement.
AGREEMENT:
In consideration of the mutual promises set out in this Agreement, the Lorie Ann Larson
and the City agree as follows:
l. Term of Agreement,
The term of this Agreement will begin on the Effective Date and will end on March 31,2020. The
term of this Agreement may be extended in writing by mutual agreement of the Parties.
2. Scope of Services.
The Consultant agrees to perform in a good and professional manner the tasks described in Exhibit
"A."The Provider will perform the services as an independent contractor and will not be deemed,
by virtue of this Agreement and the performance of, to have entered into any partnership,joint
venture, or other relationship with the City.
3. Additional Services.
From time to time, the Parties may agree to the performance by the Consultant of additional
services with respect to related work or projects. Any such agreement(s) shall be set forth in
writing and shall be executed by the respective parties prior to the Consultant's performance of
the services, except as may be provided to the contrary in Section 4 of this Agreement. Upon
proper completion and execution of an addendum (agreement for additional services), such
addendum shall be incorporated into this Agreement and shall have the same force and effect as if
the terms of such addendum were a part of this Agreement as originally executed. The
performance of services pursuant to an addendum shall be subject to the terms and conditions of
this Agreement except where the addendum provides to the contrary, in which case the terms and
conditions of any such addendum shall control. In all other respects, any addendum shall
supplement and be construed in accordance with the terms and conditions of this Agreement.
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