HomeMy WebLinkAboutContractAGREEMENT FOR SOUND SUPPORT FOR SUMMER CONCERT
SERIES AND RENTON RIVER DAYS
THIS AGREEMENT, dated for reference purposes only as June 4, 2025, is by and between the City
of Renton (the "City"), a Washington municipal corporation, and Black Dog Sound & Recording,
LLC ("Provider"), A Washington Limited Liability Corporation. The City and the Provider are
referred to collectively in this Agreement as the "Parties." Once fully executed by the Parties, this
Agreement is effective as of the last date signed by both parties.
1.Scope of Work: Provider agrees to provide Sound Technician Support as specified in
Exhibit A, which is attached and incorporated herein and may hereinafter be referred to
as the "Work."
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Changes in Scope of Work: The City, without invalidating this Agreement, may order
changes to the Work consisting of additions, deletions or modifications. Any such changes
to the Work shall be ordered by the City in writing and the Compensation shall be
equitably adjusted consistent with the rates set forth in Exhibit A or as otherwise mutually
agreed by the Parties.
Time of Performance: Provider shall commence performance of the Agreement
pursuant to the schedule(s) set forth in Exhibit A. All Work shall be performed by no later
than August 14, 2025.
Compensation:
A.Amount. Total compensation to Provider for Work provided pursuant to this
Agreement shall not exceed $12,200.00, plus any applicable state and local sales
taxes. Compensation shall be paid based upon Work actually performed according to
the rate(s) or amounts specified in Exhibit A. The Provider agrees that any hourly or
flat rate charged by it for its Work shall remain locked at the negotiated rate(s) unless
otherwise agreed to in writing or provided in Exhibit A. Except as specifically provided
herein, the Provider shall be solely responsible for payment of any taxes imposed as
a result of the performance and payment of this Agreement.
B.Method of Payment. On a monthly or no less than quarterly basis during any quarter
in which Work is performed, the Provider shall submit a voucher or invoice in a form
specified by the City, including a description of what Work has been performed, the
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name of the personnel performing such Work, and any hourly labor charge rate for
such personnel. The Provider shall also submit a final bill upon completion of all Work.
Payment shall be made by the City for Work performed within thirty (30) calendar
days after receipt and approval by the appropriate City representative of the voucher
or invoice. If the Provider's performance does not meet the requirements of this
Agreement, the Provider will correct or modify its performance to comply with the
Agreement. The City may withhold payment for work that does not meet the
requirements of this Agreement.
C.Effect of Payment. Payment for any part of the Work shall not constitute a waiver by
the City of any remedies it may have against the Provider for failure of the Provider to
perform the Work or for any breach of this Agreement by the Provider.
D.Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for
payment under this Agreement for any future fiscal period, the City shall not be
obligated to make payments for Work or amounts incurred after the end of the
current fiscal period, and this Agreement will terminate upon the completion of all
remaining Work for which funds are allocated. No penalty or expense shall accrue to
the City in the event this provision applies.
Termination:
A.The City reserves the right to terminate this Agreement at any time, with or without
cause by giving ten (10) calendar days' notice to the Provider in writing. In the event
of such termination or suspension, all finished or unfinished documents, data, studies,
worksheets, models and reports, or other material prepared by the Provider pursuant
to this Agreement shall be submitted to the City, if any are required as part of the
Work.
B.In the event this Agreement is terminated by the City, the Provider shall be entitled
to payment for all hours worked to the effective date of termination, less all payments
previously made. If the Agreement is terminated by the City after partial performance
of Work for which the agreed compensation is a fixed fee, the City shall pay the
Provider an equitable share of the fixed fee. This provision shall not prevent the City
from seeking any legal remedies it may have for the violation or nonperformance of
any of the provisions of this Agreement and such charges due to the City shall be
deducted from the final payment due the Provider. No payment shall be made by the
City for any expenses incurred or work done following the effective date of
termination unless authorized in advance in writing by the City.
6.Warranties And Right To Use Work Product: Provider represents and warrants that
Provider will perform all Work identified in this Agreement in a professional and
workmanlike manner and in accordance with all reasonable and professional standards
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and laws. Compliance with professional standards includes, as applicable, performing the
Work in compliance with applicable City standards or guidelines (e.g. design criteria and
Standard Plans for Road, Bridge and Municipal Construction). Professional engineers shall
certify engineering plans, specifications, plats, and reports, as applicable, pursuant to
RCW 18.43.070. Provider further represents and warrants that all final work product
created for and delivered to the City pursuant to this Agreement shall be the original work
of the Provider and free from any intellectual property encumbrance which would restrict
the City from using the work product. Provider grants to the City a non-exclusive,
perpetual right and license to use, reproduce, distribute, adapt, modify, and display all
final work product produced pursuant to this Agreement. The City's or other's adaptation,
modification or use of the final work products other than for the purposes of this
Agreement shall be without liability to the Provider. The provisions of this section shall
survive the expiration or termination of this Agreement.
7.Record Maintenance: The Provider shall maintain accounts and records, which properly
reflect all direct and indirect costs expended and Work provided in the performance of
this Agreement and retain such records for as long as may be required by applicable
Washington State records retention laws, but in any event no less than six years after the
termination of this Agreement. The Provider agrees to provide access to and copies of
any records related to this Agreement as required by the City to audit expenditures and
charges and/or to comply with the Washington State Public Records Act (Chapter 42.56
RCW). The provisions of this section shall survive the expiration or termination of this
Agreement.
8.Public Records Compliance: To the full extent the City determines necessary to comply
with the Washington State Public Records Act, Provider shall make a due diligent search
of all records in its possession or control relating to this Agreement and the Work,
including, but not limited to, e-mail, correspondence, notes, saved telephone messages,
recordings, photos, or drawings and provide them to the City for production. In the event
Provider believes said records need to be protected from disclosure, it may, at Provider's
own expense, seek judicial protection. Provider shall indemnify, defend, and hold
harmless the City for all costs, including attorneys' fees, attendant to any claim or
litigation related to a Public Records Act request for which Provider has responsive
records and for which Provider has withheld records or information contained therein, or
not provided them to the City in a timely manner. Provider shall produce for distribution
any and all records responsive to the Public Records Act request in a timely manner,
unless those records are protected by court order. The provisions of this section shall
survive the expiration or termination of this Agreement.
9.Independent Contractor Relationship:
A.The Provider is retained by the City only for the purposes and to the extent set forth
in this Agreement. The nature of the relationship between the Provider and the City
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during the period of the Work shall be that of an independent contractor, not
employee. The Provider, not the City, shall have the power to control and direct the
details, manner or means of Work. Specifically, but not by means of limitation, the
Provider shall have no obligation to work any particular hours or particular schedule,
unless otherwise indicated in the Scope of Work or where scheduling of attendance
or performance is mutually arranged due to the nature of the Work. Provider shall
retain the right to designate the means of performing the Work covered by this
agreement, and the Provider shall be entitled to employ other workers at such
compensation and such other conditions as it may deem proper, provided, however,
that any contract so made by the Provider is to be paid by it alone, and that employing
such workers, it is acting individually and not as an agent for the City.
B.The City shall not be responsible for withholding or otherwise deducting federal
income tax or Social Security or contributing to the State Industrial Insurance
Program, or otherwise assuming the duties of an employer with respect to Provider
or any employee of the Provider.
C.If the Provider is a sole proprietorship or if this Agreement is with an individual, the
Provider agrees to notify the City and complete any required form if the Provider
retired under a State of Washington retirement system and agrees to indemnify any
losses the City may sustain through the Provider's failure to do so.
10.Hold Harmless: The Provider agrees to release, indemnify, defend, and hold harmless the
City, elected officials, employees, officers, representatives, and volunteers from any and
all claims, demands, actions, suits, causes of action, arbitrations, mediations,
proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees,
penalties, expenses, attorney's or attorneys' fees, costs, and/or litigation expenses to or
by any and all persons or entities, arising from, resulting from, or related to the negligent
acts, errors or omissions of the Provider in its performance of this Agreement or a breach
of this Agreement by Provider, except for that portion of the claims caused by the City's
sole negligence.
Should a court of competent jurisdiction determine that this agreement is subject to RCW
4.24.115, (Validity of agreement to indemnify against liability for negligence relative to
construction, alteration, improvement, etc., of structure or improvement attached to real
estate ... ) 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
Provider and the City, its officers, officials, employees and volunteers, Provider's liability
shall be only to the extent of Provider's negligence.
It is further specifically and expressly understood that the indemnification provided in
this Agreement constitute Provider's waiver of immunity under the Industrial Insurance
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Approved by Blythe Phillips via email 6/25/2025