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14-005.00 Marketing Solutions Northwest
AGREEMENT FOR PROFESSIONAL SERVICES Marketing Solutions Northwest THIS AGREEMENT is made by and between the City of Spokane Valley, a code City of the State of Washington, hereinafter "City" and :Marketing Solutions•Northwest, hereinafter "Consultant," jointly referred to as "Parties." IN CONSIDERATION of the terms and conditions contained herein, the Parties agree as follows: 1. Work to Be Performed. Consultant shall provide all labor, services and material to satisfactorily complete the attached Scope of Services. A. Administration. The City Manager or designee shall administer and be the primary contact for Consultant. Prior to commencement of work, Consultant shall contact the City Manager or designee to review the Scope of Services, schedule and date of completion. The Scope of Services is attached hereto as Exhibit 1. Upon notice from the City Manager or designee, Consultant shall commence work, perform the requested tasks in the Scope of Services, stop work and promptly cure any failure in performance under this Agreement. B. Representations. City has relied upon the qualifications of Consultant in entering into this Agreement. By execution of this Agreement, Consultant represents it possesses the ability, skill and resources necessary to perform the work and is familiar with all current laws, rules and regulations which reasonably relate to the Scope of Services. No substitutions of agreed -upon personnel shall be made without the prior written consent of City. Consultant represents that the compensation as stated in paragraph 3 is adequate and sufficient compensation for its timely provision of all professional services required to complete the Scope of Services under this Agreement. Consultant shall be responsible for the technical accuracy of its services and documents resulting therefrom, and City shall not be responsible for discovering deficiencies therein. Consultant shall correct such deficiencies without additional compensation except to the extent such action is directly attributable to deficiencies in City furnished information. C. Standard of Care. Consultant shall exercise the degree of skill and diligence normally employed by professional consultants engaged in the same profession, and performing the same or similar services at the time such services are performed. D. Modifications. City may modify this Agreement and order changes in the work whenever necessary or advisable. Consultant will accept modifications when ordered in writing by the City Manager or designee. Compensation for such modifications or changes shall be as mutually agreed between the Parties. Consultant shall make such revisions in the work as are necessary to correct errors or omissions appearing therein when required to do so by City without additional compensation. 2. Term of Contract. This two -year Agreement shall be in full force and effect February 1, 2014 upon execution and shall remain in effect until January 31, 2016. Either Party may terminate this Agreement for material breach after providing the other Party with at least ten days' prior notice and an opportunity to cure the breach. City may, in addition, terminate this Agreement for Agreement for Professional Services Page 1 of 6 80H- 00� any reason by ten days' written notice to Consultant. In the event of termination without breach, City shall pay Consultant for all work previously authorized and satisfactorily performed prior to the termination date. 3. Compensation. City agrees to pay Consultant on a time and materials basis not to exceed $6,000 annually as full compensation for everything done under this Agreement. Consultant shall not perform any extra, further or additional services for which it will- request additional- compensation from City without a prior written agreement for such services and payment therefore. 4. Payment. Consultant shall be paid monthly upon presentation of an invoice to City. Applications for payment shall be sent to the City Finance Department at the below stated address. City reserves the right to withhold payment under this Agreement which is determined in the reasonable judgment of the City Manager or designee to be noncompliant with the Scope of Services, City standards, City Code, and federal or state standards. 5. Notice. Notices other than applications for payment shall be given in writing as follows: TO THE CITY: TO THE CONSULTANT: Name: Christine Bainbridge, City Clerk Phone: (509) 921 -1000 Address: 11707 East Sprague Ave, Suite 106 Spokane Valley, WA 99206 Name: Marketing Solutions Northwest Phone: (509) 927 -9965 Address: 5025 N. Argonne Lane, #6 Spokane Valley, WA 99212 6. Applicable Laws and Standards. The Parties, in the performance ofthis Agreement, agree to comply with all applicable federal, state, and local laws and regulations. Consultant warrants that its designs, construction documents, and services shall confirm to all federal, state and local statutes and regulations. 7. Certification Regarding Debarment, Suspension, and Other Responsibility Matters — Primary Covered Transactions. A. By executing this Agreement, the Consultant certifies to the best of its knowledge and belief, that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; 2. Have not within a three -year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission or fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statues or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated m paragraph (A)(2) of this certification; and 4. Have not within a three -year period preceding this application/proposal had one or more public transactions (federal, state, or local) terminated for cause or default. B. Where the prospective primary participant is unable to certify to any of the statements in this Agreement for Professional Services Page 2 of 6 certification, such prospective participant shall attach an explanation to this Agreement. 8. Relationship of the Parties. It is understood, agreed and declared that Consultant shall be an independent contractor, and not the agent or employee of City, that City is interested in only the results to be achieved, and that the right to control the particular manner, method and means in which the services are performed is solely within the discretion of Consultant. Any and all employees who provide services to City under this Agreement shall be deemed employees solely of Consultant. The Consultant shall be solely responsible for the conduct and actions of all its employees under this Agreement and any liability that may attach thereto. 9. Ownership of Documents. All drawings, plans, specifications, and other related documents prepared by Consultant under this Agreement are and shall be the property of City, and may be subject to disclosure pursuant to RCW 42.56 or other applicable public record laws. The written, graphic, mapped, photographic, or visual documents prepared by Consultant under this Agreement shall, unless otherwise provided, be deemed the property of City. City shall be permitted to retain these documents, including reproducible camera -ready originals of reports, reproduction quality mylars of maps, and copies in the form of computer files, for the City's use. City shall have unrestricted authority to publish, disclose, distribute and otherwise use, in whole or in part, any reports, data, drawings, images or other material prepared under this Agreement, provided that Consultant shall have no liability for the use of Consultant's work product outside of the scope of its intended purpose. 10. Records. The City or State Auditor or any of their representatives shall have full access to and the right to examine during normal business hours all of Consultant's records with respect to all matters covered in this Agreement. Such representatives shall be permitted to audit, examine and make excerpts or transcripts from such records and to make audits of all contracts, invoices, materials, payrolls and record of matters covered by this Agreement for a period of three years from the date final payment is made hereunder. 11. Insurance. Consultant 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 Consultant, its agents, representatives, employees or subcontractors. A. Minimum Scope of Insurance. Consultant shall obtain insurance of the types described below: 1. 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. If necessary, the policy shall be endorsed to provide contractual liability coverage. 2. Commercial general liability insurance shall be written on ISO occurrence form CG 00 01 and shall cover liability arising from premises, operations, independent contractors and personal injury and advertising injury. City shall be named as an insured under Consultant's commercial general liability insurance policy with respect to the work performed for the City. 3. Workers' compensation coverage as required by the industrial insurance laws of the State of Washington. 4. Professional liability insurance appropriate to Consultant's profession. B. Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits: 1. Automobile liability insurance with a minimum combined single limit for bodily injury and Agreement for Professional Services Page 3 of 6 property damage of $1,000,000 per accident. 2. Commercial general liability insurance shall be written with limits no less than $1,000,000 each occurrence, $2,000,000 general aggregate. 3. Professional liability insurance shall be written with limits no less than $1,000,000 per claim and $1,000,000 policy aggregate limit. C. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions for automobile liability, professional liability and commercial general liability insurance: 1. Consultant's insurance coverage shall be primary insurance with respect to City. Any insurance, self - insurance, or insurance pool coverage maintained by City shall be in excess of Consultant's insurance and shall not contribute with it. 2. Consultant shall fax or send electronically in .pdf format a copy of insurer's cancellation notice within two business days of receipt by Consultant. D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement, Consultant shall furnish acceptable insurance certificates to the City Clerk at the time Consultant returns the signed Agreement. The certificate shall specify all of the parties who are additional insureds, and will include applicable policy endorsements, and the deduction or retention level. Insuring companies or entities are subject to City acceptance. If requested, complete copies of insurance policies shall be provided to City. Consultant shall be financially responsible for all pertinent deductibles, self - insured retentions, and/or self - insurance. 12. Indemnification and Hold Harmless. Consultant shall, at its sole expense, defend, indemnify and hold harmless City and its officers, agents, and employees, from any and all claims, actions, suits, liability, loss, costs, attorney's fees and costs of litigation, expenses, injuries, and damages of any nature whatsoever relating to or arising out of the wrongful or negligent acts, errors or omissions in the services provided by Consultant, Consultant's agents, subcontractors, subconsultants and employees to the fullest extent permitted by law, subject only to the limitations provided below. Consultant's duty to defend, indemnify and hold harmless City shall not apply to liability for damages arising out of such services caused by or resulting from the sole negligence of City or City's agents or employees. Consultant's duty to defend, indemnify and hold harmless City against liability for damages arising out of such services caused by the concurrent negligence of (a) City or City's agents or employees, and (b) Consultant, Consultant's agents, subcontractors, subconsultants and employees, shall apply only to the extent of the negligence of Consultant, Consultant's agents, subcontractors, subconsultants and employees. Consultant's duty to defend, indemnify and hold City harmless shall include, as to all claims, demands, losses and liability to which it applies, City's personnel - related costs, reasonable attorneys' fees, and the reasonable value of any services rendered by the office of the City Attorney, outside consultant costs, court costs, fees for collection, and all other claim- related expenses. Agreement for Professional Services Page 4 of 6 Consultant specifically and expressly waives any immunity that may be granted it under the Washington State Industrial Insurance Act, Title 51 RCW. These indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any third party under workers' compensation acts, disability benefit acts, or other employee benefits acts. Provided, that Consultant's waiver of immunity under this provision extends only to claims against Consultant by City, and does not include, or extend to, any claims by Consultant's employees directly against Consultant. Consultant hereby certifies that this indemnification provision was mutually negotiated. 13. Waiver. No officer, employee, agent or other individual acting on behalf of either Party has the power, right or authority to waive any of the conditions or provisions of this Agreement. No waiver in one instance shall be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in this Agreement or by law, shall be taken and construed as cumulative, and in addition to every other remedy provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof. 14. Assignment and Delegation. Neither Party shall assign, transfer, or delegate any or all of the responsibilities of this Agreement or the benefits received hereunder without first obtaining the written consent of the other Party. 15. Subcontracts. Except as otherwise provided herein, Consultant shall not enter into subcontracts for any of the work contemplated under this Agreement without obtaining prior written approval of City. 16. Confidentiality. Consultant may, from time to time, receive information which is deemed by City to be confidential. Consultant shall not disclose such information without the prior express written consent of City or upon order of a court of competent jurisdiction. 17. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes between City and Consultant shall be resolved in the Superior Court of the State of Washington in Spokane County. Notwithstanding the foregoing, Consultant agrees that it may, at City's request, be joined as a party in any arbitration proceeding between City and any third party that includes a claim or claims that arise out of, or that are related to Consultant's services under this Agreement. Consultant further agrees that the Arbitrator(s) decision therein shall be final and binding on Consultant and that judgment may be entered upon it in any court having jurisdiction thereof. 18. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this Agreement shall be entitled to its attorney's fees and costs of such litigation (including expert witness fees). 19. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the Parties and supersedes any prior oral or written agreements. This Agreement may not be changed, modified or altered except in writing signed by the Parties hereto. 20. Anti - kickback. No officer or employee of City, having the power or duty to perform an official act or action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited, accepted or granted a present or future gift, favor, service or other thing of value from any person with an interest in this Agreement. 21. Business Registration. Prior to commencement of work under this Agreement, Consultant shall register with the City as a business. Agreement for Professional Services Page 5 of 6 22. Severability. If any section, sentence, clause or phrase of this Agreement should be held to be invalid for any reason by a court of competent jurisdiction, such invalidity shall not affect the validity of any other section, sentence, clause or phrase of this Agreement. 23. Exhibits. Exhibits attached and incorporated into this Agreement are: 1. Scope of Services 2. Insurance Certificates The Parties have executed this Agreement this o / day of CITY OF SPOKANE VALLEY Mike Jackso City Manager ATTE hristine Bainbridge, ity Clerk Consultant: By: Its: Authorized Representative APPROVED S..TO FORM: Offic e Cry A6rney Agreement for Professional Services Page 6 of 6 Exhibit 1 — Scope of Services CenterPlace Marketing Services Contract 1. While expense is controlled by CenterPlace and depends upon the project /work approved, it is estimated that Marketing Solutions Northwest (Consultant) costs average approximately $400 /month for ad productions and Tess than $100 /month for media planning /ad scheduling. 2. The Consultant has responsibility for placement on behalf of CenterPlace Regional Event Center of all approved advertising schedules and agrees to pay the gross amounts charged by the media for those media schedules. Samples of some of the advertising mediums included are space and /or time for: radio; television; newspapers and magazines; outdoor billboard; transit; direct mail; internet /website ads; etc. In the unusual event that an ad medium charges on a net basis, then the amount due to the Consultant will include the industry - standard ad agency commission of 17.65 %. 3. Upon request, the Consultant will also provide estimates of costs for creative, production, media planning, marketing counsel, and other possible work/projects for CenterPlace. 4. Scripts for broadcast productions and proofs of layouts for print ads will be supplied for approval by CenterPlace. 5. CenterPlace representative for this contract is: Carol Carter, Customer Relations /Facility Coordinator Office: (509) 720 -5402 Fax: (509) 688 -0188 cca rte rP s p o ka n eva l l ey. o rg RECEIVED i l "- 1?v.:> HEC ,EEATION DEPT. AR D CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE CDOES NOT AFFIRMATIVELY EOR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED ABY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DATE (MM /DDIYYYY) PRODUCER GARY BURCHILL INS. AGENCY INC 420 N EVERGREEN RD STE 520 Statefarm SPOKANE VALLEY, WA. 99216 OO INSURED KENNETH WADDLE DBA MARKETING SOLUTIONS NORTHWEST 5026 N ARGONNE LN. #5 SPOKANE VALLEY, WA. 99212 CONTACT NAME: GARY BURCHILL PHONE INC. No. Ext): 509 - 924 -7447 ADDRESS: GARY(a)GARYBURCHILL.COM INSURER(S) AFFORDING COVERAGE INSURER A : STATE FARM FIRE AND CASUALTY INSURER B : INSURER C INSURER D INSURER E : FAX (A/C. No ): NAIC # 25143 INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITI NA OF ANY CONTRACT OR HERRDOCUMENT WI HERESPECT TOLWHICH THIS BEEN ISSUED TO THE CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCE CEDFBFY PAID CLA PS POLICY NUMBER INSR LTR TYPE OF INSURANCE GENERAL LIABILITY X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE X OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: PRO- LOC POLICY JECT AUTOMOBILE LIABILITY ANY AUTO ALL OWNED AUTOS HIRED AUTOS ADDL SUER IN. R WVn Y (MMIDD/YYYY) IMMIDDIYYYYI LIMITS 98 CE 1633 7 11/15/2013 11/15/2014 EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) $ 1,000,000 PERSONAL 8 ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP /OP AGG SCHEDULED AUTOS NON -OWNED AUTOS COMBINED SINGLE LIMIT (Ea accident) BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE (Per accident) $ 2,000,000 $ 1,000,000 UMBRELLA LIAB EXCESS LIAB OCCUR CLAIMS -MADE EACH OCCURRENCE AGGREGATE DED RETENTION $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICE/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPFRATIONS hnlnw YI II NIA WC STATU- OTH- TORY LIMITS E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS 1 VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) BUSINESS POLICY, LOCATION SAME AS ABOVE CERTIFICATE HOLDER NAMED ADDITIONAL INSURED CITY OF SPOKANE VALLEY 11707 E SPRAGUE AVE SPOKANE VALLEY, WA. 99206 ACORD 25 (2010/05) CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANC WITH THE POLICY PROVISIONS. AUTHORI 6 R PRESENTATIVE AV"W ©1988 -2 10 ACORD CORPORAT All rights reserved. The ACORD name and logo are registered marks of ACORD 1001486 132849.8 01 -23 -2013 ik-N 2007 KIA SPORTAGE EX /LX AWD VIN KNDJE723377350018 PE CO 325 Eastlake Avenue East PO Box 778 Insurance Seattle, WA 98111 -0778 PEMCO Auto Policy Renewal Declarations PEMCO Mutual Insurance Company Policy Number CA 0221847 EFFECTIVE DATE EXPIRATION DATE 01/22/14 01/22/15 12:01 A.M., PACIFIC STANDARD TIME Valued Customer Since 1976 Named Insureds: KENNETH E. WADDLE JULANN WADDLE 5025 N ARGONNE LN APT 6 SPOKANE WA 99212 -4400 1512 This is your Auto insurance renewal. Your proof -of- insurance and identification cards are enclosed. Thank you for choosing PEMCO. Please verify all information. If there are changes, please call our office. YOUR VEHICLES 2005 WINNEBAGO 35FT ADVENTURER COVERAGES Bodily Injury Property Damage Liability Underinsured Motorist Bodily Injury Underinsured Motorist Property Damage Personal injury Protection Loss of Intone Collision Comprehensive Auto loon /Lease Towing Rental Reimbursement Stereo /Communication Equipment Customized Equipment VIN 5B4MP670453399039 Limits /Deductible $500,000 each person /$500,000 each occurrence $500,000 each occurrence $500,000 each person /$500,000 each occurrence $500,000 each occurrence $10,000 $200 max per week /$10,400 max per occurrence each person Deductible: $500 Deductible: $200 No Coverage No Coverage No Coverage No Coverage No Coverage Vehicle Premium COVERAGES Bodily Injury Property Damage Liability Underinsured Motorist Bodily Injury Underinsured Motorist Property Damage Personal Injury Protection Loss of Income Collision Comprehensive Auto Loan /lease Towing Rental Reimbursement Stereo /Communication Equipment Customized Equipment Limits /Deductible $500,000 each person /$500,000 each occurrence $500,000 each occurrence $500,000 each person /$500,000 each occurrence $500,000 each occurrence $10,000 $200 max per week /$10,400 max per occurrence each person Deductible: $500 Deductible: $200 No Coverage No Coverage No Coverage No Coverage No Coverage Vehicle Premium 2013 SUBARU IMPREZA PREMIUM AWD VIN JF1 GPAC63D2849166 COVERAGES Limits /Deductible Bodily Injury $500,000 each person /$500,000 each occurrence A list of your discounts is shown on the next page. Questions? Check our Customer Care site at pemco.com, or call 1- 800- GO -PEMCO (1- 800 -467- 3626). Premium $136.01 $70.20 $99.92 $14.97 $32.27 Included $267.77 $182.54 $803.68 Premium $285.30 $147.26 $100.94 $15.12 $68.38 Included $235.26 $66.75 $919.01 Premium $210.68 Auto Declarations 08/10 Page 1 of 3