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HomeMy WebLinkAboutCAG2000-0384 - Original - Kent Downtown Partnership - Revitalization of Downtown Kent 2000 Marketing Program - 01/01/2000 CONTRACT FOR SERVICES BETWEEN THE CITY OF KENT AND KENT DOWNTOWN PARTNERSHIP �k THIS AGREEMENT is made this day of / ( 2000,by and between the CITY OF KENT, a Washington municipal corporation(hereinafter the "City"), and KENT DOWNTOWN PARTNERSHIP, a Washington nonprofit corporation (hereinafter the „KDP"). Recitals 1. The City is presently engaged in the revitalization of downtown Kent (hereinafter "Downtown") and desires that KDP perform certain services to assist the City in this program. 2. KDP is organized and committed to maintain and enhance a vibrant, humane, and economically strong Downtown and will serve as a catalyst to strengthen the position of Downtown as a business, governmental, cultural, retail, and transportation center. NOW, THEREFORE, in consideration of the mutual promises set forth herein, it is agreed by and between the parties as follows: I. Description of Work 1.1 KDP will develop a year 2000 marketing program for Downtown consisting of the following elements: a. Preparation and issuance of a quarterly newsletter; b. Advertising using local print media; C. Sponsoring of special events; and d. Assisting Downtown merchants with marketing plans and with other services. e. Preparation of a downtown area walking map for City use. 1.2 KDP will implement the marketing plan. 1.3 KDP will report to the City with marketing data as set forth in Section 2.3. CONTRACT FOR SERVICES BETWEEN THE CITY OF KENT AND KENT DOWNTOWN PARTNERSHIP- 1 (march 30,2000) II. Payment 2.1 Subject to subsection 2.2 below, the City shall pay KDP an amount equal to the amount of matching funds and, as approved by the City, in kind services received each quarter by KDP, not to exceed $2,666.66 per month for a total payment not to exceed $32,000 for the services described in Section I herein. This is the maximum amount to be paid under this Agreement which shall not be exceeded without the prior written authorization of the City in the form of a negotiated and executed supplemental agreement. 2.2 KDP shall submit monthly financial reports to the mayor containing back-up material on expenditures, including tangible examples of such, in a format approved by the City. Each monthly financial report shall summarize KDP's activities, expenditures, and value and source of matching funds and in kind services received by KDP that month. Payments over $2,666.66 per month may only be made to cover deficiencies in matching funds or in kind services from a previous month ( deficiencies meaning matching funds or in kind services less than $2,666.66 in a prior month) which exceed the $2,666.66 required in the current month. Upon termination of this Agreement,KDP shall submit a final financial report covering the term of this Agreement. The City shall pay the full amount due each month as set forth in Section 2.1 above within thirty(30) days of receipt of each monthly financial report. If the City objects to any portion of any report, it shall notify KDP of its objection within fifteen(15) days from the date of receipt and shall pay that portion of the report not in dispute, and the parties shall immediately make every effort to settle the disputed portion. 2.3 In addition to the financial report in Section 2.2 above, KDP will provide quarterly marketing reports on implementation of its Downtown marketing plan and on marketing trends and statistics to the Operations Committee of the City Council. 2.4 The City, or its authorized representative, shall have the authority to inspect, audit, and copy on reasonable notice and from time to time any records of KDP regarding its billings, payments or work under this Agreement to verify matching funds and expenditures made for the work performed herein. CONTRACT FOR SERVICES BETWEEN THE CITY OF KENT AND KENT DOWNTOWN PARTNERSHIP-2 (March 30,2000) III. Duration of Work The City and KDP agree that work will begin on the work described in Section I herein January 1, 2000, and continue until December 31, 2000. IV. Termination If the City receives reimbursement by any federal, state, or other source for work described in Section I herein, and that funding is withdrawn, reduced, or limited in any way, the City may summarily terminate this Agreement. Termination shall be effective ten (10) calendar days after KDP's receipt of the written notice by certified mail. In the event of termination, the City shall pay for all services performed by KDP to the effective date of termination, as described in a final report submitted to the City. After termination, the City may copy all records and data within KDP's possession pertaining to the work described in Section I, which may be used by the City without restriction and without liability or legal exposure to KDP. V. Relationship of Parties The parties intend that an independent contractor-employer relationship will be created by this Agreement. No agent, employee, representative, or sub-contractor of KDP shall be or shall be deemed to be the employee, agent, representative, or sub-contractor of the City. KDP will control and direct the performance and details of its work. The City is interested only in the results obtained under this Agreement. None of the benefits provided by the City to its employees, including, but not limited to, compensation, insurance, and unemployment insurance are available from the City to the employees, agents, representatives, or sub-contractor of KDP. KDP will be solely and entirely responsible for its acts and for the acts of KDP's agents, employees, representatives, and sub-contractors during the performance of this Agreement. The City may, during the term of this Agreement, engage other independent contractors to perform the same or similar work that KDP performs hereunder. CONTRACT FOR SERVICES BETWEEN THE CITY OF KENT AND KENT DOWNTOWN PARTNERSHIP-3 (March 30,2000) VL Discrimination In the hiring of employees for the performance of work under this Agreement or any sub- contract hereunder, KDP, its sub-contractors, or any person acting on behalf of such KDP or sub- contractor shall not, by reason of race, creed, religion, color, sex, age,national origin,marital status, or the presence of any sensory, mental, or physical handicap, discriminate against any person who is qualified and available to perform the work to which the employment relates, and neither KDP nor its sub-contractors, nor any person acting on behalf of such KDP or sub-contractor shall violate any of the terns of RCW 49.60, Title VII of the Civil Rights Act of 1964, §504 of the Civil Rights Act of 1973, The American's with Disabilities Act of 1992, or any other applicable federal, state or local law or regulation regarding nondiscrimination in employment. VIL Indemnification KDP shall defend, indemnify, and hold the City, its officers, officials, employees, agents, and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and 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. Should a court of competent jurisdiction determine 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 KDP and the City, its officers, officials, employees, agents and volunteers, KDP's liability hereunder shall be only to the extent of KDP's negligence. The provisions of this section shall survive the expiration or termination of this Agreement. VIII. Insurance KDP 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 KDP, its agents, representatives, employees, sub-KDPs or CONTRACT FOR SERVICES BETWEEN THE CITY OF KENT AND KENT DOWNTOWN PARTNERSHIP-4 (March 30,2000) sub-contractors. Before beginning work on the project described in this Agreement, KDP shall provide a Certificate of Insurance evidencing: 1. Commercial General Liability insurance written on an occurrence basis with limits no less than$1,000,000 combined single limit per occurrence and$2,000,000 aggregate for personal injury, bodily injury and property damage. Coverage shall include but not be limited to: blanket contractual; products/completed operations/broad form property damage; explosion, collapse and underground (XCU) if applicable; and employer's liability; and 2. Professional Liability insurance with limits no less than $1,000,000 limit per occurrence. Any payment of deductible or self-insured retention shall be the sole responsibility of KDP. The City shall be named as an additional insured on the Commercial General Liability insurance policy, with respect to work performed by or on behalf of KDP and a copy of the endorsement naming the City as additional insured shall be attached to the Certificate of Insurance. The City reserves the right to receive a certified copy of all the required insurance policies. KDP's Commercial General Liability insurance shall contain a clause stating that coverage shall apply separately to each insured against whom claim is made or suit is brought, except with respects to the limits of the insurer's liability. KDP's insurance shall be primary insurance as respects the City and the City shall be given thirty(30) days prior written notice by certified mail, return receipt requested, of any cancellation, suspension or material change in coverage. IX. Exchanim of Information The City warrants the accuracy of any information supplied by it to KDP for the purpose of completion of the work under this Agreement. The parties agree that KDP will notify the City of any inaccuracies in the information provided by the City as may be discovered in the process of performing the work, and that the City is entitled to rely upon any information supplied by KDP which results as a product of this Agreement. CONTRACT FOR SERVICES BETWEEN THE CITY OF KENT AND KENT DOWNTOWN PARTNERSHIP-5 (March 30,2000) X. Entire Agreement The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner whatsoever, this Agreement or the Agreement documents. The entire agreement between the parties with respect to the subject matter hereunder is contained in this Agreement and any Exhibits attached hereto. All of the above documents are hereby made a part of this Agreement and form the Agreement documents as fully as if the same were set forth herein. XI. Modification No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and KDP. XIL Assignment Any assignment of this Agreement by KDP without the written consent of the City shall be void. If the City shall give its consent to any assignment, this paragraph shall continue in full force and effect and no further assignment shall be made without the City's consent. XIII. Written Notice All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the agreement, unless notified to the contrary. Any written notice hereunder shall become effective upon personal service or upon the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. CONTRACT FOR SERVICES BETWEEN THE CITY OF KENT AND KENT DOWNTOWN PARTNERSHIP-6 (March 30,2000) XIV. Non-Waiver of Breach The failure of the City to insist upon strict performance of any of the covenants and agreements contained herein, or to exercise any option herein conferred in one or more instances shall not be construed to be a waiver or relinquishment of said covenants, agreements, or options, and the same shall be and remain in full force and effect. XV. Resolution of Disputes If any dispute arises between the City and KDP under any of the provisions of this Agreement,jurisdiction of any resulting litigation shall be filed in King County Superior Court,King County, Washington. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. Each party shall be solely responsible for its costs, expenses, and attorney's fees incurred in any litigation arising out of the enforcement of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written. CITY OF NT KDP �- By: By:� Its: vo, Its: tIfce s-(Dee: - Date: o Date: -0c) APPROVED AS TO FORM: 4- Ro4ALuovich, Kent City Atto P'.\Civil\PILES\Op Fles\0216\K tMwntownPart ership Contr tdo CONTRACT FOR SERVICES BETWEEN THE CITY OF KENT AND KENT DOWNTOWN PARTNERSHIP-7 (March 30,2000)