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HomeMy WebLinkAboutCAG2021-157 - Original - Equity and Inclusion Speaker SeriesKENT Agreement Routing Form For Approvals, Signatures and Records Management - This form iombines & repTaces the Request for Mayorb Signature and Contract Cover Sheet forms. (Print on pink or cherry colored papeDW SHINOTON f oLe CL Originator: Uriel Varela Jr Department: Mayor's Office Date Sent: 03t20t2021 Date Required: 03t2512021 Authorized to Sign: E Director or Designee E MaYor Date of Council Approval 11t2012018 Budget Account Number: 10001310.641 90.1247 Budget? EYes ENo Grant? El Yes El No Type: N/A co -,G ELol- Evco EooL E'l Vendor Name; Matika Wilbur PhotograPhY, LLC Category: Contract Vendor Number: 2431501 Sub-Category: Project Name: Equity & lnclusion Speaker Series Projecr Details: Matika Wilbur will be our fourth speaker in the series Agreement Amount: $ 1 1,000.00 starr Dare: 0312512021 Basis for Selection of Contractor: Other Termination Date: 0312612021 Local Business? EYes El No* *lf meets requirements per KCC 3.70.100, ptease complete 'Vendor Purchase-Local Exceptions' form on Otyspace. Notice required prior to disclosure? trYes ENo Contract Number: Date Received by City AttorneY: Date Routed to the Mayor's Office; ctltr U \.o as o=E,i IEtr C'l ut Date Routed to the City Clerk's Office: i&d22371-l-20 Visit Documents.KenttYA.gov to obtain copies of all agreements KENT GOODS & SERVICES AGREEMENT bEIWEEN the CitY of Kent and Matika Wilbur PhotograPhY LLC THIS AGREEMENT is made by and between the city of Kent, a washington municipal corporation (hereinafter the "City,'), and Matika Wilbur Photography, LLC 8115 19th Ave NE Tulalip, WA 98271 (hereinafter the "Vendor"). AGREEMENT DESCRIPTION OF WORK. Vendor shall perform the following services for the City: I The vendor will be our fourth featured speaker for the City of Kent's Equity and Inclusion Speaker Series. She will be leading two presentations on her Project 562' One of the presentations will be for the general public in ttie evening, the other will be for City of Kent Staff during work hours' The vendor'i virtual event will take place on March 25,2O2t' ker seri es WI feat u re d sti n g u s h ed le d ers who w cont n bute expert k n owl ed ge a ndspea nd concepts ke Ra ce Eq u ty D tvers ty a n ddtverseperspectivestoourcoectivedscussonarou I nc us to n AI nter active p resentatio ns a n d worksho ps W be free to th e pu b I c II. Vendor acknowledges and understands that it is not the City's exclusive provider of these services and that the city maintaiis its unqualified right to obtain these services through other sources' No part of the Vendor's presentations shall be recorded in any manner nor shall any of their contents or any other intellectual property of the Vendor be retained, distributed, or made use of in any way after the March 25,2O2L event. TIME OF COMPLETION. Upon the effective date of this Agreement, Vendor shall complete the work and provide all services on March 25,2O2t' COMPENSATION. The City shall pay the Vendor an amount not to exceed ($11,000) in addition, including applicable Washington State Sales Tax, for the goods, materials, and services contemplated in this Agreement. The city shall pay the Vendor the following amounts according to the following schedule: The vendor will submit one invoice for Eleven thousand dollars and zero cents ($11,000'00) to the city for their services' . The vendor will provide a presentation to the public for $5,500 and another presentation for city employees for $5,500, for a total of $11,000 for both presentations' III. - r ($20,000 If the City objects to all or any portion of an invoice, it shall notify vendor and reserves the option to onlypay that portion of the invoice not in dispute. In that event, the parties will immediately make every effortto settle the disputed portion. A' Defective or Unauthorized work. The City reserves its right to withhold payment from Vendorfor any defective or unauthorized goods, materials or senrices. If Vendor is unable, for anyreason, to complete any part of this Agreement, the City may obtain the goods, materials orservices from other sources, and Vendor shall be liable to the City for any additional costsincurred by the City. "Additional costs" shall mean'all reasonable costs, including legal costsand attorney fees, incurred by the City beyond the maximum Agreement price specifiedabove. The City further reserves its right to deduct these additional costs incurred tocomplete this Agreement with other sources, from any and all amounts due or to becomedue the Vendor. B' F|NAI PAYMCNT: WA|VCT Of CIA|MS. VENDOR'S ACCEPTANCE OF FINAL PAYMENT SHALLCONSTITUTE A WAIVER OF CLAIMS, EXCEPT THOSE PREVIOUSLY AND PROPERLY MADE ANDIDENTIFIED BY VENDOR AS UNSETTLED AT THE TIME REQUEST FOR FINAL PAYMENT ISMADE. Iv' INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor-Employer Relationship will be created by this Agreement. By their execution of this Agreement, and inaccordance with Ch. 51.08 RCW, the parties make the following representations: A' The Vendor has the ability to control and direct the performance and details of itswork, the City being interested only in the results obtained under this Agreement. B' The Vendor maintains and pays for its own place of business from which Vendor,sservices under this Agreement will be performed. c' The Vendor has an established and independent business that is eligible for a businessdeduction for federal income tax purposes that existed before the City retainedVendor's services, or the Vendor is engaged in an independenily establisired trade,occupation, profession, or business of the same nature as that involved under thisAgreement. D' The Vendor is responsible for filing as they become due all necessary tax documentswith appropriate federal and state agencies, including the Internal Revenue Serviceand the state Department of Revenue. E' The Vendor has registered its business and established an account with the stateDepartment of Revenue and other state agencies as may be required by Vendor,sbusiness, and has obtained a Unified Business Identifier (UBI) number from the Stateof Washington. F' The Vendor maintains a set of books dedicated to the expenses and earnings of itsbusiness. V' TERMINATION. Either party may terminate this Agreement, with or without cause, uponproviding the other party thirty (30) days written notice at its address set forth on tn" rig"iirre Otocf ofthis Agreement. vr' CHANGES. The City may issue a written amendment for any change in the goods, materialsor services to be provided during the performance of this Agreement. If the Vendor determines, for anyreason, that an amendment is necessary, Vendor must submit a written amendment request to the personlisted in the notice provision section of this Agreement, section XIV(D), within fourteen (14) calendar daysof the date Vendor knew or should have known of the fbcts and euenti giving rise to the requested change.If the city determines that the change increases or decreases the Vendor's losts or time for performance, GOODS & SERVICES AGREEMENT - 2 ($20,000 or Less, including WSST) the City will make an equitable adjustment. The City will attempt, in good faith, to reach agreement with the Vendor on all equitable adjustments. However, if the parties are unable to agree, the City will determine the equitable adjustment as it deems appropriate. The Vendor shall proceed with the amended work upon receiving either a written amendment from the City or an oral order from the City before actually receiving the writfen amendment. If the Vendor fails to require an amendment within the time allowed, the Vendor waives its right to make any claim or submit subsequent amendment requests for that portion of the contract work. If the Vendor disagrees with the equitable adjustment, the Vendor must complete the amended work; however, the Vendor may elect to protest the adjustment as provided in subsections A through E of Section VII, Claims, below. The Vendor accepts all requirements of an amendment by: (1) endorsing it, (2) writing a separate acceptance, or (3) not protesting in the way this section provides. An amendment that is accepted by Vendor as provided in this section shall constitute full payment and final settlement of all claims for contract time and for direct, indirect and consequential costs, including costs of delays related to any work, either covered or affected bY the change. VII. CLAIMS. If the Vendor disagrees with anything required by an amendment, another written order, or an oral order from the City, including any direction, instruction, interpretation, or determination by the City, the Vendor may file a claim as provided in this section. The Vendor shall give written notice to the City oi all claims within fourteen (14) calendar days of the occurrence of the events giving rise to the claims, or within fourteen (14) calendar days of the date the Vendor knew or should have known of the facts or events giving rise to thl claim, whichever occurs first . Any claim for damages, additional payment for any reason, or extension of time, whether under this Agreement or otherwise, shall be conclusively deemed to have been waived by the Vendor unless a timely written claim is made in strict accordance with the applicable provisions of this Agreement' At a minimum, a Vendor's written claim shall include the information set forth in subsections A, items 1 through 5 below. FAILURE TO PROVIDE A COMPLETE, WRITTEN NOTIFICATION OF CLAIM WITHIN THE TIME ALLOWED SHALL BE AN ABSOLUTE WAIVER OF ANY CLAIMS ARISING IN ANY WAY FROM THE FACTS OR EVENTS SURROUNDING THAT CLAIM OR CAUSED BY THAT DELAY. A,Notice of Claim information: Provide a signed written notice of claim that provides the following The date of the Vendor's claim; The nature and circumstances that caused the claim; The provisions in this Agreement that support the claim; The estimated dollar cost, if any, of the claimed work and how that estimate was determined; and An analysis of the progress schedule showing the schedule change or disruption if the Vendor is asserting a schedule change or disruption' 1 2 3 4 5 B Records. The Vendor shall keep complete records of extra costs and time incurred as a result of the asserted events giving rise to the claim. The City shall have access to any of the Vendor's records needed for evaluating the protest. The City will evaluate all claims, provided the procedures in this section are followed' If the City delermines that a claim is valid, the City will adjust payment for work or time by an equitable adjustment. No adjustment will be made for an invalid protest. Vendor's Duty to Complete Protested Work. In spite of any claim, the Vendor shall proceed prorptfy to provide the goods, materials and services required by the City under this Agreement, c. GOODS & SERVICES AGREEMENT - 3 ($20,000 or Less, including WSST) Failure to Protest Constitutes Waiver. By not protesting as this section provides, the Vendor also waives any additional entitlement and accepts from the City any written or oral order(including directions, instructions, interpretations, and determination). Failure to Follow Procedures Constitutes Waiver, By failing to follow the procedures of this section, the Vendor completely waives any claims for protested work and accepts from theCity any written or oral order (including directions, instructions, interpretations, and determination). VIII. LIMITATION OF ACTIONS. VENDOR MUST, IN ANY EVENT, FILE ANY LAWSUIT ARISING FROM OR CONNECTED WITH THIS AGREEMENT WITHIN 120 CALENDAR DAYS FROM THE DATE THE CONTRACT WORK IS COMPLETE OR VENDOR'S ABILITY TO FILE THAT SUIT SHALL BE FOREVER BARRED.THIS SECTION FURTHER LIMITS ANY APPLICABLE STATUTORY LIMITATIONS PERIOD. IX. WARRANW. Vendor warrants that it will faithfully and satisfactorily perform all work provided underthis Agreement in accordance with the provisions of this Agreement. In addition to any otherwarranty provided for at law or herein, this Agreement is additionally subject to all warrantyprovisions established under the Uniform Commercial Code, Title 62A, Revised Code of Washington. Vendor warrants goods are merchantable, are fit for the particular purpose for which they were obtained, and will perform in accordance with their specifications and Vendor's representations toCity. The Vendor shall promptly correct all defects in workmanship and materials: (1) when Vendor knows or should have known of the defect, or (2) upon Vendor's receipt of notification from the Cityof the existence or discovery of the defect. In the event any part of the goods are repaired, onlyoriginal replacement parts shall be used-rebuilt or used parts will not be acceptable. When defectsare corrected, the warranty for that portion of the work shall extend for an additional year beyondthe original warranty period applicable to the overall work. The Vendor shall begin to correct anydefects within seven (7) calendar days of its receipt of notice from the City of the defect. If theVendor does not accomplish the corrections within a reasonable time as determined by the City, theCity may complete the corrections and the Vendor shall pay all costs incurred by the iity in order toaccomplish the correction. X. DISCRIMINATION. In the hiring of employees for the performance of work under this Agreementor any sub-contract, the Vendor, its sub-contractors, or any person acting on behalf of thl Vendoror sub-contractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relatei. Vendor shall execute the attached City of Kent Equal Employment Opportunity Policy Declaration, Complywith City Administrative Policy !.2, and upon completion of the contract work, file the attached ComplianceStatement, XI. INDEMNIFICATION. Vendor shall defend, indemnify and hold the City, its officers, officials,employees, agents and volunteers harmless from any and all claims, injuries, damages, losses orsuits, including all legal costs and attorney fees, arising out of or in connection with the Vendor'sperformance of this Agreement, except for that portion of the injuries and damages caused by theCity's negligence. The City's inspection or acceptance of any of Vendor's work when completed shall not be grounds to avoidany of these covenants of indemnification. IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THE INDEMNIFICATION PROVIDED HEREIN CONSTITUTES THE VENDOR'S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE,TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS INDEMNIFICATION, THE PARTIES FURTHER ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER. In the event Vendor refuses tender of defense in any suit or any claim, if that tender was made pursuantto this indemnification clause, and if that refusal is subsequently determined by a court having 3uiisdiction GOODS & SERVICES AGREEMENT - 4 ($20,000 or Less, including WSST) D E. (or other agreed tribunal) to have been a wrongful refusal on the Vendor's part, then Vendor shall pay all ih" city,s costs for defense, including all reasonable expert witness fees and reasonable attorneys'fees, plus the City's legal costs and fees incurred because there was a wrongful refusal on the Vendor's part. The provisions of this section shall survive the expiration or termination of this Agreement' xII. INSURANCE. The Vendor Shall prOCure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit B attached and incorporated by this reference' XIII. WORK PERFORMED AT VENDOR'S RISK, Vendor shall take all necessary precautions and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose. All work shall be done at Vendor,s own risk, and Vendor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work, XIV. MISCELLANEOUS PROVISIONS. A. Recvclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its contractors and consultants to use recycled and recyclable products whenever practicable' A price preference may be available for any designated recycled product' B, Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. C, Resolution of Disputes and Governinq Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiZtion of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dlpute resolution process. In any claim or lawsuit for damages arising from the partiel' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, including all appeals, in addition to any other recovery or award provided by lawf provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section XI of this Agreement. D. 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 three (3) business days after 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' E. Assignment. Any assignment of this Agreement by either party without the written consent of the non-assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. F. Modification, No waiver, alteration, or modification of any of the provisions of this Agreement shall be ninoing -uriless in writing and signed by a duly authorized representative of the city and Vendor' G. Entire Aoreement. The written provisions and terms of this Agreement, together with any Exhibits attached nereto, snall 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 this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any la-nguage contained in this Agreement, the terms of this Agreement shall prevail. GOODS & SERVICES AGREEMENT - 5 ($20,000 or Less, including WSST) H. Compliance with Laws. The Vendor agrees to comply with all federal, state, and municipallaws, rules, and regulations that are now effective or in the future become applicable to Vendor's business,equipment, and personnel engaged in operations covered by this Agreement or accruing out of theperformance of those operations, I' Public Records Act. The Vendor acknowledges that the City is a public agency subject to thePublic Records Act codified in Chapter 42.56 of the Revised Code of Washington and documents, notes,emails, and other records prepared or gathered by the Consultant in its perforrnance of this Agreement maybe subject to public review and disclosure, even if those records are not produced to or poslessed by theCity of Kent' As such, the Vendor agrees to cooperate fully with the City in satisfying the City,s duties andobligations under the Public Records Act. J' Citv Business License Required. Prior to commencing the tasks described in Section I,Contractor agrees to provide proof of a current city of Kent business liclnse pursuant to Chapter 5,01 of theKent City Code, K' Counterparts and Sionatures bv Fax or Email, This Agreement may be executed in anynumber of counterparts, each of which shall constitute an original, and all of which will together constitutethis one Agreement' Further, upon executing this Agreement, either party may deliver the signature pageto the other by fax or email and that signature shall have the same force and effect as if th! Agreementbearing the original signature was received in person. IN WITNESS, the parties below execute this Agreement, which shall become effective onthe last date entered below. All acts consistent with the authority of this Agreement and priorto its effective date are ratified and affirmed, and the terms of thi Agreement shall be deemedto have applied. GOODS & SERVICES AGREEMENT - 6 ($20,000 or Less, including WSST) VENDOR: By nfr+-).t#* (signature) Print Name: Matika Wilbur Its: Creator (titte) DATE: March L7,2O2L CITY OF KENT: By (signature) Derek Matheson Chief Adm i n istrative Officer Print Name Its: DATE:3 I LI NOTICES TO BE SENT TO: VENDOR: Matika Wilbur Photography, LLC 8115 19th Ave NE Tulalip, WA9827I NOTICES TO BE SENT TO: CITY OF KENT: Uriel Varela Jr. City of Kent 220 Fourth Avenue South Kent, WA 98032 (253) 856-6064 (telephone) ClerkKent GOODS & SERVICES AGREEMENT - 7 ($20,000 or Less, including WSST) DECLARATION CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY POLICY The City of Kent is committed to conform to Federal and State laws regarding equal opportunity As such all contractors, subcontractors and suppliers who perform work with relation to this Agreement shall comply with the regulations of the City's equal employment opportunity policies. The following questions specifically identify the requirements the City deems necessary for anycontractor, subcontractor or supplier on this specific Agreement to adhere to. An aifirmative response is required on all of the following questions for this Agreement to be valid and binding.If any contractor, subcontractor or supplier willfully misrepresents themselves with regard to thedirectives outlines, it will be considered a breach of contract and it will be at the City,s soledetermination regarding suspension or termination for all or part of the Agreement; The questions are as follows: 1. I have read the attached City of Kent administrative policy number 1,2. 2' During the time of this Agreement I will not discriminate in employment on the basis of sex, race, color, national origin, age, or the presence of all sensory, mental or physical disability. 3' During the time of this Agreement the prime contractor will provide a written statement toall new employees and subcontractors indicating commitment as an equal opportunity employer. During the time of the Agreement I, the prime contractor, will actively consider hiring andpromotion of women and minorities. 5 Before acceptance of this Agreement, an adherence statement will be signed by me, the Prime Contractor, that the Prime Contractor complied with the requirements as set forth above. By signing below, I agree to fulfill the five requirements referenced above. 4 ev,-n#P)'IW For: _Matika Wilbur Photography, LLC-- Title: _Creator and Director Date: _March L7, 2021_ EEO COMPLIANCE DOCUMENTS - 1 of 3 NUMBER: L.2 CITY OF KENT ADMINISTRATIVE POTICY EFFECTIVE DATE: JanuarY 1, 1998 SUBJECT POLICY: Equal employment opportunity requirements for the City of Kent will conform to federal and state laws. All contractors, subcontractors, consultants and suppliers of the City must guarantee equal employment opportunity within their organization and, if holding Agreements with the City amounting to g10,000 or more within any given year, must take the following affirmative steps: Provide a written statement to all new employees and commitment as an equal opportunity employer' subcontractors indicating 2. Actively consider for promotion and advancement available minorities and women. Any contractor, subcontractor, consultant or supplier who willfully disregards the City's nondiscrimination and equal opportunity requirements shall be considered in breach of contract and subject to suspension or termination for all or part of the Agreement' Contract Compliance Officers will be appointed by the Directors of Planning, Parks, and Public Works Departments to assume the following duties for their respective departments. 1. Ensuring that contractors, subcontractors, consultants, and suppliers subject to these regulations are familiar with the regulations and the City's equal employment opportunity policy. 2. Monitoring to assure adherence to federal, state and local laws, policies and guidelines' CITY OF KENT EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE STATEMENT This form shall be filled out AFTER COMPLETION of this project by the Contractor awarded the Agreement, MINORITY AND WOMEN CONTRACTORS SUPERSEDES: APril 1, 1996 APPROVED BY Jim White, MaYor 1 EEO COMPLIANCE DOCUMENTS - 2 Of 3 I, the undersigned, a duly represented agent of Company, hereby acknowledge and declare that the before-mentioned company was the prime contractor for the Agreement known as - that was entered into on the_ (date), between the firm I represent and the City of Kent. I declare that I complied fully with all of the requirements and obligations as outlined in the City of Kent Administrative Policy 1.2 and the Declaration City of Kent Equal Employment Opportunity Policy that was part of the before-mentioned Agreement. By: -!ftt')'tF For: _Matika Wilbur Photography, LLC_ Title: _Creator and Director Date: _March L7,2O2L-- EEO COMPLIANCE DOCUMENTS - 3 of 3 EXHIBIT B TNSURANCE REQUTEREM ENTS No Insurance is required for this Contract EEO COMPLIANCE DOCUMENTS - 4 of 3