HomeMy WebLinkAboutAgreement for Services COA & Auburn Area Chamber of Commerce 3,(Lodi
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CITY OF AUBURN
AGREEMENT FOR SERVICES
THIS AGREEMENT made and entered into on this 3d day of 'F'ekjrY,aj '
20ya', by and between the City of Auburn, a municipal corporation of the State of
Washington, the "City" and the Auburn Area Chamber of Commerce (the
"Consultant").
RECITALS:
1. The City desires to hire the Consultant to provide is in need of the services of
individuals, employees or firms for real-estate analysis with updates as it relates for the
purpose of promoting economic development, business recruitment and retention,
community engagement, and tourism attraction within the jurisdictional boundary of the
City; and
2. The City wants to hire the Consultant to provide these services in connection
with the City's work; and
3. 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, by virtue of this Agreement and
the performance thereof, to have entered into any partnership, joint venture,
employment or other relationship with the City.
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 However, Consultant agrees that it will perform additional
services on the written request of an authorized representative of the City pending
execution of an Amendment.
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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.
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." Total compensation is not-to-exceed $25,000.00.
The Consultant will submit to the City a monthly invoice or statement of time spent
on tasks included in the scope of work, 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 in
accordance with Exhibit "B."
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
December 31 , 2020.
7. 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 its 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.
8. 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.
9. 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 will continue to make a good faith effort to cooperate and
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continue work toward successful completion of assigned duties and
responsibilities.
10. Administration of Agreement
Any written notices required by the terms of this Agreement will be served on or
mailed to the following addresses:
City of Auburn Auburn Area Chamber of Commerce
Economic Development Manager President & CEO
25 West Main Street 420 East Main Street
Auburn, WA 98001-4998 Auburn, WA 98002
Phone: 253-804-3101 Phone: 253-833-0700
Fax: 253-288-3132 Fax: 253-735-4091
E-mail: dlein@auburnwa.gov E-mail: kacie@auburnareawa.org
11 . 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.
Either party may change his, her or its address by giving notice in writing to the
other party.
12. Insurance
The Consultant will 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 does not
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 will obtain insurance of the types described below:
a. 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.
b. Commercial General Liability insurance shall be written on ISO occurrence form
CG 00 01 and shall cover liability arising from premises, operations,
independent contractors, products-completed operations, stop gap liability,
personal injury and advertising injury, and liability assumed under an insured
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contract. The Commercial General Liability insurance shall be endorsed to
provide a per project aggregate limit using ISO form CG 25 03 05 09 or
equivalent endorsement. There shall be no exclusion for liability arising from
explosion, collapse or underground property damage. The City shall be named
as an insured under the Consultant's Commercial General Liability insurance
policy with respect to the work performed for the City using ISO Additional
Insured endorsement CG 20 10 10 01 and Additional Insured-Completed
Operations endorsement CG 20 37 10 01 or substitute endorsements providing
equivalent coverage. Commercial General Liability insurance shall be written
with limits no less than $1,000,000 each occurrence, $2,000,000 general
aggregate, and a $2,000,000 products-completed operations aggregate limit.
c. 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 and Commercial General Liability insurance:
a. The Consultant's insurance coverage will be primary insurance as respects the
City. Any insurance, self-insurance, or insurance pool coverage maintained by
the City will be excess of the Consultant's insurance and will not contribute with
it.
b. The Consultant's insurance shall be endorsed to state that coverage shall not
be cancelled by either party, except after 30 days prior written notice by
certified mail, return receipt requested, has been given to the City.
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 A:VII.
Consultant will 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. The City will pay no progress payments under Section 7 until the
Consultant has fully complied with this section.
If the Contractor maintains higher insurance limits than the minimums shown
above, the City will 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 will
constitute a material breach of contract, upon which the City may, after giving five
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business days' notice to the Contractor 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 City on demand, or at the sole discretion of the City, offset against
funds due the Contractor from the City.
13. 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 attorney 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.
If a court of competent jurisdiction determines that this Agreement is subject to
RCW 4.24.115, then, in the event of liability for damages 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 will 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 will survive the expiration or termination of this
Agreement.
14. Assignment
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 hereto. 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.
15. 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.
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 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.
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Nothing herein will limit the remedies or rights of the parties hereto under and
pursuant to this Agreement.
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•
17. Termination for Cause.
In the event that the City determines that the Consultant failed to comply with the
conditions of the Agreement, the City has the right to suspend or terminate the
Agreement by giving the Consultant a written notice of corrective action required.
If the Consultant does not remedy all conditions in the corrective notice within thirty
(30) days of the date of notice, the City may terminate or suspend the contract or
require specific performance including completion of the Agreement.
18. Termination for Convenience
Either Party may terminate this Agreement by providing the other party with written
notice of such termination, specifying the effective date with at least thirty (30)
days' notice.
19. Parties in Interest
This Agreement will be binding upon, and the benefits and obligations will inure to
and bind, the parties and their respective successors and assigns, provided that
this section will 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.
20. 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 will be
entitled to receive its reasonable costs and attorney's fees.
21. 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 will
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 will commence no
later than the substantial completion by the Consultant of the services.
22. 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 do 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. The singular includes the plural and vice versa and
masculine, feminine and neuter expressions will be interchangeable. 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.
23. Severable Provisions
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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 will
not affect the validity of the remainder of this Agreement.
24. Entire Agreement
This Agreement 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.
25. 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.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed
effective the day and year first set forth above.
CITY OF AUBURN AUBURN AREA
CHAMBER OF COMMERCE
2 • • • .w✓14
?!Mayor Signature 4 Pv1/
Name:
Title: Cep
Federal Tax ID No: ' l -DI 1310
Approved as to form:
S eMGross, City Attorney
Vella te C OYVA L,
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Exhibit A
Scope of Services
OUTREACH
The Contractor has a broad based audience on social media and the ability to cross-promote
any and all activities to create unity between all of the organizations. The Contractor will provide
consistent messaging across all channels of communication, including member-to-member
communications and community outreach efforts beyond social media through traditional media
sources.
PROGRAM OF WORK
The Contractor's scope is as follows:
1. Business Retention and Recruitment Focus (Auburn Area Chamber of Commerce
responsibility)
1.1. Business and Hiring expo — minimum one event
1.2. Career Fairs — Provide recruitment and marketing support for community wide career
fairs
1.3. Offer education for members and businesses within the region
1.4. Further collaboration with the City and the Auburn Downtown Association for the weekly
3noNetworking mixers to promote business-to-business interaction
1.5. Assist with expanding the offerings of the monthly City of Auburn Business 101
workshops
1.6. Provide free resources to businesses
2. Promotion of the Business Improvement Area (BIA)
2.1. Promote events via social media platforms, as well as other marketing channels, and
the Chamber calendar(i.e. wine, art, chocolate walk)
2.2. Promotion of Downtown Auburn as a safe and enjoyable place to shop, work, and play
via social media platforms and Chamber website
2.3. Programming to increase engagement of businesses in events and downtown
improvement strategies via social media platforms and other marketing channels.
3. Destination Auburn Community Outreach & Business Recruitment
3.1. Trade shows to promote brand awareness; to have a presence and assist the City of
Auburn in tourism outreach
3.2. "Fam Tour" organization-specific target groups for corporate retreats and business
segments i.e. real estate developers
3.3. Community Calendar to coordinate programming throughout the community for all
organizations
3.4. Coordinate resources to try new strategies together to unite the Auburn business
community
3.5. Assist in targeting specific retailers based on demographic needs in support of City
programming.
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4. Support of Business Incubator
4.1. Participate on advisory committee
4.2. Promote and recruit new business
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Exhibit B
Compensation
Total compensation for the Contractor's services will not exceed $25,000.00 for the term
of this Agreement. Payment will be provided by the City as follows:
1 . Compensation payments will be divided among the months of January 2020 through
December 2020. After the Consultant submits to the City a monthly invoice or
statement of time spent on tasks included in the scope of work, the City will remit
payment not to exceed the following monthly amounts:
January through November; $2,083.33
December = $2,083.37
2. Invoices will be submitted at the end of each month, and should include which
activities took place by reference to the number and task in Exhibit A.
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A