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HomeMy WebLinkAboutCooper, Jane Milford - Agreement for Windows Alive Coordination Services (Fall 2022)AGREEMENT FOR "WINDOWS ALIVE" COORDINATION SERVICES By and Between CITY OF YAKIMA And JANE MILFORD COOPER THIS AGREEMENT, made and entered by and between the City of Yakima, Washington, a municipal corporation with its principal office at 129 North Second Street, Yakima, Washington 98901, hereinafter referred to as "CITY", and Jane Milford Cooper with contact address at 212 N. 21St Avenue, Yakima, Washington 98902, hereinafter referred to as "COORDINATOR"; COORDINATOR will provide coordination services for the "Windows Alive" community art program and related services under this Agreement for the City of Yakima, herein referred to as the "PROJECT." WITNESSETH: RECITALS WHEREAS, CITY desires to retain the COORDINATOR to provide coordination services for the "Windows Alive" community art program and related services for the PROJECT, as described in this Agreement; and WHEREAS, COORDINATOR represents that she is available and has the knowledge and experience necessary to satisfactorily accomplish the work within the required time and that she has no conflicts of interest prohibited by law from entering into this Agreement; NOW, THEREFORE, CITY and COORDINATOR agree as follows: SECTION 1 INCORPORATION OF RECITALS The above recitals are incorporated into these operative provisions of the Agreement. SECTION 2 SCOPE OF SERVICES COORDINATOR agrees to perform the following Basic Services. Unless modified in writing by both parties, duties of COORDINATOR shall not be construed to exceed those services specifically set forth herein: Coordinate and manage placement of works of art and art displays in windows of buildings within the City's downtown, in those buildings and locations authorized by City and the owners and occupants of such buildings. COORDINATOR will cooperate with City in the implementation and accomplishment of the City's "Windows Alive" arts program. COORDINATOR shall also work with each artist and the building owner to reach agreement as to times the building owner will open the building to allow artist to retrieve pieces of artwork sold to buyers. COORDINATOR shall assure that all current window art displays are removed by September 2022 and next round of the project installed will be completed by October 2022. SECTION 3 CITY'S RESPONSIBILITIES CITY -FURNISHED DATA: The CITY will provide to the COORDINATOR with locations that are acceptable for display of the artwork, and which have been allowed or otherwise permitted by the owners/occupants of such sites for participation in the Program. 1 SECTION 4 AUTHORIZATION, PROGRESS, AND COMPLETION In signing this Agreement, CITY grants COORDINATOR specific authorization to proceed with WORK. The time for completion shall be between September 1 and October 31, 2021. SECTION 5 COMPENSATION The total amount payable to COORDINATOR for this PROJECT shall be One Thousand Nine Hundred Dollars ($1,900.00). SECTION 6 RESPONSIBILITY OF COORDINATOR 6.1 The COORDINATOR shall be responsible for the professional quality, technical adequacy and accuracy, timely completion, and the coordination of all artwork displays and other services furnished by the COORDINATOR under this Agreement. 6.2 In performing WORK and services hereunder, the COORDINATOR and any subcontractors, employees, agents, and representatives shall be acting as independent contractors and shall not be deemed or construed to be employees or agents of CITY in any manner whatsoever. The COORDINATOR shall not hold herself out as, nor claim to be, an officer or employee of CITY by reason hereof and will not make any claim, demand, or application to or for any right or privilege applicable to an officer or employee of CITY. The COORDINATOR shall be solely responsible for any claims for wages or compensation by COORDINATOR employees, agents, and representatives, including sub -consultants and subcontractors, and shall save and hold CITY harmless therefrom. 6.3 COORDINATOR shall provide copies of all records associated with this Agreement to the CITY prior to termination. SECTION 7 INDEMNIFICATION 7.1 COORDINATOR agrees to defend and hold harmless the CITY, its elected and appointed officials, agents, officers, employees, agents and volunteers (hereinafter "parties protected") from any and all claims, demands, liens, lawsuits, administrative or other proceedings, judgments, awards, liabilities, damages or penalties, including reasonable costs and attorney's fees fines, costs and expenses of any kind claimed by third parties arising out of, or related to any death, injury, damage or destruction to any person or any property to the extent caused by any negligent act, action, default, error or omission or willful misconduct arising out of the COORDINATOR's performance under this Agreement. In the event that any lien is placed upon the City's property or any of the City's officers, employees or agents as a result of the negligence or willful misconduct of the COORDINATOR, the COORDINATOR shall at once cause the same to be dissolved and discharged by giving bond or otherwise. 7.2 CITY agrees to indemnify and hold the COORDINATOR harmless from loss, cost, or expense of any kind claimed by third parties, including without limitation such loss, cost, or expense resulting from injuries to persons or damages to property, caused solely by the negligence or willful misconduct of the CITY, its elected and appointed officials, employees, officers, agents or volunteers in connection with the PROJECT. 7.3 If the negligence or willful misconduct of both the COORDINATOR and the CITY (or a person identified above for whom each is liable) is a cause of such third party claim, the loss, cost, or expense shall be shared between the COORDINATOR and the CITY in proportion to their relative degrees of negligence or willful misconduct and the right of indemnity will apply for such proportion. 2 7.4 Nothing contained in this Section or this Agreement shall be construed to create a liability or a right of indemnification in any third party. 7.5 This section shall survive the termination of this Agreement. SECTION 8 No Insurance :provided by City. It is understood the CITY does not maintain liability insurance for COORDINATOR and/or its employees. SECTION 9 ASSIGNMENT This Agreement is binding on the heirs, successors and assigns of the parties hereto. This Agreement may not be assigned by CITY or COORDINATOR without prior written consent of the other, which consent will not be unreasonably withheld. It is expressly intended and agreed that no third party beneficiaries are created by this Agreement, and that the rights and remedies provided herein shall inure only to the benefit of the parties to this Agreement. SECTION 10 INTEGRATION This Agreement represents the entire understanding of CITY and COORDINATOR as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered herein. This Agreement may not be modified or altered except in writing signed by both parties. SECTION 11 JURISDICTION AND VENUE This Agreement shall be administered and interpreted under the laws of the State of Washington. Jurisdiction of litigation arising from this Agreement shall be in Washington State. If any part of this Agreement is found to conflict with applicable laws, such part shall be inoperative, null, and void insofar as it conflicts with said laws, but the remainder of this Agreement shall be in full force and effect. Venue of all disputes arising under this Agreement shall be Yakima County, State of Washington. SECTION 12 EQUAL EMPLOYMENT and NONDISCRIMINATION During the performance of this Agreement, COORDINATOR and COORDINATOR's sub -consultants and subcontractors shall not discriminate in violation of any applicable federal, state and/or local law or regulation on the basis of age, sex, race, creed, religion, color, national origin, marital status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation, and any other classification protected under federal, state, or local law. This provision shall include but not be limited to the following: employment, upgrading, demotion, transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, selection for training, and the provision of services under this Agreement. COORDINATOR agrees to comply with the applicable provisions of State and Federal Equal Employment Opportunity and Nondiscrimination statutes and regulations. SECTION 13 TERMINATION OF WORK 13.1 Either party may terminate this Agreement, in whole or in part, if the other party materially breaches its obligations under this Agreement and is in default through no fault of the terminating party. However, no such termination may be effected unless the other party is given: (1) not less than fifteen (15) calendar days written notice delivered by certified mail, return receipt requested, of intent to terminate; and (2) an opportunity for consultation and for cure with the terminating party before termination. Notice shall be considered issued within seventy-two (72) hours of mailing by certified mail to the place of business of either party as set forth in this Agreement. 3 13.2 In addition to termination under subsection 13.1 of this Section, CITY may terminate this Agreement for its convenience, in whole or in part, provided the COORDINATOR is given: (1) not less than five (5) calendar days written notice delivered by certified mail, return receipt requested, of intent to terminate; and (2) an opportunity for consultation with CITY before termination. If City terminates this Agreement for its convenience, COORDINATOR shall be entitled to compensation for services rendered through the effective date of termination; provided, however, that such compensation shall in no case exceed the budget of $11-7-00700 allocated for this PROJECT. i CO SECTION 14 DISPUTE RESOLUTION In the event that any dispute shall arise as to the interp ton of this agreement, or in the event of a notice of default as to whether such default does constitute a breach of the contract, and if the parties hereto cannot mutually settle such differences, then the parties shall first pursue mediation as a means to resolve the dispute. If either of the afore mentioned methods are not successful then any dispute relating to this Agreement shall be decided in the courts of Yakima County, in accordance with the laws of Washington. If both parties consent in writing, other available means of dispute resolution may be implemented. SECTION 15 NOTICE Any notice required to be given under the terms of this Agreement shall be directed to the party at the address set forth below. Notice shall be considered issued and effective upon receipt thereof by the addressee -party, or seventy-two (72) hours after mailing by certified mail to the place of business set forth below, whichever is earlier. CITY: City Manager, City of Yakima 129 North 2nd Street Yakima, WA 98901 COORDINATOR: Jane Milford Cooper 212 N. 21 st Avenue Yakima, Washington 98902 SECTION 16 EFFECTIVE DATE This Agreement shall be effective upon the date executed by the last party to sign below. IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by their respective authorized officers or representatives as of the day and year first above written. CITY OF YAKIMA Rof ert Harrison, City Manager Date: September , 2022 Attest Sonya Cia. �e City Clerk 4 COORDINATOR (ford Cooper ate September 2022