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HomeMy WebLinkAboutContract CAG-15-172 t:ity of CONSULTANT AGREEMENT THIS CONSULTANT AGREEMENT ("Agreement") is made as of the JL�day of August, 2015, (the "Effective Date") by and between the City of Renton, a noncharter code city under RCW 35A, and a municipal corporation under the laws of the State of Washington (hereinafter "Renton"), and the Renton Chamber of Commerce, a Washington Non-Profit Corporation (hereinafter "Consultant"), for their services related to the Aloha Saturday event in Downtown Renton. Information shall be made available for use by the City of Renton Staff and City Council. Renton and Consultant,for full mutual consideration as more specifically detailed below, agree: 1. Scope of Services. The Consultant will provide professional services, including but not limited to all necessary labor and/or supervision, as specified in the attached Scope of Services (Exhibit A), attached and fully incorporated into this Agreement by reference. This Agreement is the entire agreement of the Parties and supersedes all prior oral or written representation or understandings. This Agreement may only be amended by written agreement of the Parties. The Scope of Services may be amended only as provided in this Agreement, in Section 2. "Services" shall mean professional services, work, labor and/or supervision. 2. Changes in Scope of Services. Renton, without invalidating this Agreement, may order changes in the services consisting of additions, deletions or modifications, and adjust the fee accordingly. Such changes in the services shall be authorized by written agreement signed by Renton and Consultant. If the project scope requires less time, a lower fee will be charged. If additional work is required, Consultant will not proceed without a written change order from Renton. If any provision of this Agreement is held to be invalid, the remainder of the Agreement shall remain in full force and effect to serve the purposes and objectives of this Agreement. 3. Time of Performance. Consultant shall complete performance for the items under Consultant's control in accordance with Exhibit A. If items not under Consultant's control impact the time of performance, Consultant will immediately notify Renton in writing. 4. Term of Consultant Agreement. The term of this Agreement shall end at completion of the Scope of Services identified in Exhibit A, but no later than December 31, 2015. The Parties may, upon mutual written agreement, extend this Agreement to accomplish change orders. 5. Consultant Agreement Sum. Renton shall make payment for services to Consultant for completed services consistent with and as provided in the attached estimate Fee Structure, attached and fully incorporated into this Agreement by reference. Such payment shall be the full compensation for services rendered and for all labor, materials, supplies, equipment and incidentals necessary to complete the services. The total amount of this Agreement is not to exceed the sum of Five thousand dollars and no cents ($5,000). Washington State Sales Tax is not required. Renton, in entering into this Agreement, does not guarantee that any services will be requested nor guarantees any specific dollar amount of services during the term of this Agreement. 6. Method of Payment. Payment by Renton for services rendered will be made after a voucher or invoice is submitted in the form specified by Renton. Payment will be made ,within thirty (30) calendar days after receipt of such voucher or invoice. Renton shall have the right to withhold payment to Consultant for any work not completed in a satisfactory manner until such time as Consultant modifies such services so that the same is satisfactory to Renton. 7. Record Maintenance and Work Product. Consultant shall maintain accounts and records, which properly reflect all direct and indirect costs expended and services provided in the performance of this Agreement. Consultant agrees to provide Renton with access to any records. All originals and copies of work product, exclusive of Consultant's proprietary items protected by copyright such as computer programs, methodology, methods, materials, and forms, shall belong to Renton, including records, files, computer disks, magnetic media or material which may be produced by Consultant while performing the services. Consultant will grant Renton the right to use and copy Consultant copyright materials as an inseparable part of the work product provided. 8. Assignment Agreement. The Consultant shall not assign any portion of this consultant Agreement without the City of Renton's express written consent. 9. Hold Harmless. Consultant shall indemnify, defend and hold harmless Renton, its elected officials, officers, agents, employees and volunteers, from and against any and all claims, losses or liability, or any portion of the same, including but not limited to reasonable attorneys' fees, legal expenses and litigation costs, arising from injury or death to persons, including injuries, sickness, disease or death of Consultant's own employees, agents and volunteers, or damage to property caused by Consultant's negligent act or omission, except for those acts caused by or resulting from a negligent act or omission by Renton and its officers, agents, employees and volunteers. Renton agrees to indemnify Consultant from any claims, damages, losses, and costs, including, but not limited to, reasonable attorney's fees, legal expenses and litigation costs, arising out of claims by third-parties for property damage and bodily injury, including death, caused solely by the negligence or willful misconduct of Renton, Renton's employees, agents or volunteers in connection with this Consultant Agreement. 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 contractor and Renton, its officers, officials, employees and volunteers, Consultant's liability shall be only to the extent of Consultant's negligence. It is further specifically and expressly understood that the indemnification provided herein constitute the Consultant's waiver of immunity under the Industrial Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The Parties have mutually negotiated and agreed to this waiver. The provisions of this section shall survive the expiration or termination of this agreement. 10. Insurance. Consultant shall secure and maintain: a. Commercial general liability insurance in the minimum amounts of $1,000,000 for each occurrence/$2,000,000 aggregate throughout the duration of this Agreement. b. Professional liability insurance, in the minimum amount of$1,000,000 for each occurrence, shall also be secured for any professional services being provided to Renton that are excluded in the commercial general liability insurance. C. Workers' compensation coverage, as required by the Industrial Insurance laws of the State of Washington, shall also be secured. d. It is agreed that on Consultant's commercial general liability policy, the City of Renton will be named as an Additional Insured on a non-contributory primary basis. e. Subject to Renton's review and acceptance, a certificate of insurance showing the proper endorsements, shall be delivered to Renton before executing the work of this Agreement. f. The Consultant shall provide Renton with written notice of any policy cancellation, within two business days of their receipt of such notice. 11. Independent Contractor. Consultant's employees, while engaged in the performance of any of Consultant's services under this Agreement, shall be considered employees of the Consultant and not employees, agents or representatives of Renton. Consultant's relation to Renton shall be at all times as an independent contractor. Any and all Workman's Compensation Act claims on behalf of Consultant employees, and any and all claims made by a third-party as a consequence of any negligent act or omission on the part of Consultant's employees, while engaged in services provided to be rendered under this Agreement, shall be the solely Consultant's obligation and responsibility. 12. Compliance with Laws. Consultant and Consultant's employees and volunteers shall perform the services required in this Agreement in accordance with all applicable federal, state, county and city laws, rules, regulations, and executive orders. A copy of this language must be made a part of any contractor or subcontractor agreement. 13. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational qualification, the Consultant agrees as follows: Consultant, and Consultant's agents, employees, representatives, and volunteers with regard to the services performed or to be performed under this Agreement, shall not discriminate on the basis of race, color, sex, religion, nationality, creed, marital status, sexual orientation or preference, age (except minimum age and retirement provisions), honorably discharged veteran or military status, or the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification in relationship to hiring and employment, in employment or application for employment, the administration of the delivery of services or any other benefits under this Agreement, or procurement of materials or supplies. The Consultant will take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, creed, color, national origin, sex, age, sexual orientation, physical, sensory or mental handicaps, or marital status. Such action shall include, but not be limited to the following employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training. In the event of non-compliance by the Consultant with any of the non-discrimination provisions of the contract, Renton shall have the right, at its option, to cancel the Agreement in whole or in part. If this Agreement is canceled after part performance, Renton shall be obligated to pay the fair market value or the contract price, whichever is lower, for good or services which have been received and accepted. The Consultant is responsible to be aware of and in compliance with all federal, state and local laws and regulations that may affect the satisfactory completion of the project, which includes but is not limited to fair labor laws and worker's compensation. Renton requires all businesses and individuals doing business in Renton to have and maintain a valid City of Renton business license. (For information contact licensing at 425-430- 6851). 14. Other Provisions: a. Administration and Notices. Each individual executing this Agreement on behalf of Renton and Consultant represents and warrants that such individuals are duly authorized to execute and deliver this Agreement on behalf of Renton or Consultant. Any notices required to be given by the Parties shall be delivered at the addresses set forth below. Any notices may be delivered personally to the addressee of the notice or may be deposited in the United States mail, postage prepaid, to the address set forth below. Any notice so posted in the United States mail shall be deemed received three (3) days after the date of mailing. This Agreement shall be administered by and any notices should be sent to: CITY OF RENTON CONSULTANT Clifford Long Vicky Baxter Economic Development Director CEO Community& Economic Development Greater Renton Chamber of Commerce 1055 South Grady Way 625 South 4th Street Renton, WA 98057 Renton, Washington 98057 b. Amendment and Modification. This Agreement may be amended only by an instrument in writing, duly executed by both Parties. C. Governing Law. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington. d. Joint Drafting Effort. This Contract shall be considered for all purposes as prepared by the joint efforts of the Parties and shall not be construed against one party or the other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution. e. Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or interpret this Agreement or any of its terms or covenants shall be brought in the King County Superior Court for the State of Washington at the Maleng Regional Justice Center in Kent, King County, Washington. f. Severability. A determination by a court of competent jurisdiction that any provision or part of this Agreement is illegal or unenforceable shall not cancel or invalidate the remainder of such provision of this Agreement, which shall remain in full force and effect. g. Sole and Entire Agreement. This Agreement contains the entire agreement of the Parties and any representations or understandings, whether oral or written, not incorporated herein are excluded. h. Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be construed to give any rights or benefits in the Agreement to anyone other than the Parties, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the Parties and no one else. i. Waivers. All waivers shall be in writing and signed by the waiving party. Either party's failure to enforce any provision of this Agreement shall not be a waiver and shall not prevent either Renton or Consultant from enforcing that provision or any other provision of this Agreement in the future. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any prior or subsequent breach unless it is expressly waived in writing. IN WITNESS WHEREOF, the Parties have entered into this Agreement effective as of Effective Date identified above. CITY OF RENTON CONSULTANT C.E. "Chip" Vincent, Administrator Vicky Vaxter Community& Economic Development CEO Greater Renton Chamber of Commerce 625 South 4th Street Renton, Washington 98057 Date Date Approved as to Legal Form Attest Lawrence J. Warren Jason Seth Renton City Attorney Renton City Clerk Date Date RENTON CHAMBER OF COMMERCE Exhibit A 2015 Renton Visitors Connection Plan The Renton Chamber of Commerce is a Destination Marketing Organization for Renton and performs certain marketing functions to attract visitors. It operates a Visitors Center to accommodate visitor information needs and promotion of Renton as a visitor destination. The Visitors Center is housed in a revitalized train station and has become an attraction in downtown. It is open to the public five days a week in the winter and seven days a week in the summer. This year we will introduce Aloha Saturday, a cross promotion event throughout Renton, celebrating the Pacific Islander heritage of many Renton residents in family friendly venues. The Renton Chamber and Visitors Center is providing marketing, ambassadors and organization. The Visitors Center will be partnering with hotels, restaurants, retail businesses and Alaska Airlines. There will be venues with Pacific Islander art, dance, food, cultural exhibitions and more. Renton citizens have a large population of Pacific Islanders and family outside of the City. The event is expected to attract visitors to shop, dine, and play at a special festival event on August 15, 2015. Free Shuttles will move visitors and locals around to five shopping districts from 11:00 AM until 4:00 PM. Each location will provide their own Pacific Islander Experience to include, music,treasure hunts, Pacific Islander crafts, arts, foods and more. The Landing and Red Lion Hotel will offer concerts at their locations into the evening. The Renton Chamber has partnered with Alaska Airlines and Outrigger Waikiki Beach Resort to offer 2 round trip tickets and accommodations for one week in Hawaii. The trip will be won through a passport that will be stamped at each participating location. After completing the passport the participant becomes eligible for a special drawing. The winner will receive the trip. Partners with the Renton Chamber and Visitor Center include: Red Lion Hotels, McLendon Hardware, Island Vibe,Viet Wah Group,The Landing, Uwajimaya, King and Bunny's Appliances,Alaska Airlines and Outrigger Waikiki Beach Resort. This event is a prelude to a future event sponsored by the Renton Chamber and Visitor Center to begin in 2016,which will encompass the entire city and showcase and embrace the multi cultured residents of Renton. A Global Village is planned for 2016 and this year's event Aloha Saturday will be the beginning phase and part of a grant opportunity with the Washington State Arts Commission. The 2015 event will be documented for the larger event in 2016 providing a grant is received. The Renton Chamber and Visitor Center was able to obtain matching funds for promotions this year allowing for celebrity entertainment at Aloha Saturday,Walter Apiolani and Thailiana Apiolani. Through a matching tourism grant with Northwest Cable News the Renton Chamber of Commerce and Visitor Center was able to provide twice the advertising. Through the Lodging Tax funds request we have been granted $5,000 to be used for marketing the event. 1 RENTON CHAMBER OF COMMERCE Exhibit A Reporting Responsibilities: By February 1, 2016, a report will be submitted,which provides projected and actual numbers for the categories below for each event/activity in the contract period, and also include the methodologies used to obtain the numbers (Representative Survey, Informal Survey, Direct Count, Indirect Count, or Structured Estimate). Categories: a. Overall attendance; b.Attendees who traveled 50 miles or more for your event/activity; c. Of the total attendees, people who traveled from another state or country; d. Of those who stayed overnight,the number of people who stayed in PAID accommodations (hotel/motel/bed-breakfast) in Renton or the Renton area; e. Of those who stayed overnight,the number of people who stayed in UNPAID accommodations (family/friends) in Renton or the Renton area; f. Number of paid lodging room nights resulting from your proposed event/activity (Example: 25 paid rooms on Friday and 50 paid rooms an Saturday= 75 paid lodging room nights) The Report will be provided to the City of Renton Economic Development Director. 2