CITY OF
PERSONAL SERVICES AGREEMENT
THIS AGREEMENT is entered into by and between the City of
I
RECITALS
A. The City desires to own and operate a Farmers Market in 2008, but does not have employees with sufficient time or expertise for the production thereof, and
B. Contractor is experienced in planning and producing such events.
C. The City and Contractor have agreed upon the terms and conditions for Contractor to plan and produce the Snoqualmie Farmers Market for 2008 as set forth herein.
II
AGREEMENT
UPON the foregoing premises, and in consideration of the mutual undertakings herein set forth, it is agreed as follows:
1. Scope of Services to be Performed by Contractor. The contractor shall
render all services necessary and appropriate to plan, produce, and oversee the
operation of all aspects of the 2008 Snoqualmie Farmers Market on behalf of the
City of
2. Compensation and Method of Payment. The City shall pay the Contractor a fee in accordance with the Responsibility of Consultant (Exhibit A). Contractor shall invoice the City at least thirty days prior to each payment date. The City shall reimburse Contractor for mileage at the rate allowed by the IRS and for long distance telephone expenses incurred in connection with performance of Contractor’s responsibilities, which shall be included on Contractor’s invoices and supported by an itemized detail sheet.
3. Duration of Agreement. This Agreement shall commence on mutual acceptance, and shall continue in full force and effect until October 31, 2008. This Agreement may be renewed for additional one year terms, which renewals shall be authorized by City Council and set forth in writing.
4. Responsibilities of City. The City shall be responsible for the following aspects of the 2008 Snoqualmie Farmers Market:
4.1 Provide a suitable location. The parties have initially identified King Street between Railroad Avenue and Railroad Avenue, which the City shall close to thru traffic for the event. In the event this location is determined not to be feasible, the parties shall consult and the City shall provide another suitable location, which shall be in the Downtown Historic District and shall have as much visibility as possible from Railroad Avenue. Final determination of the location shall be at the City’s sole discretion. The City shall be responsible for providing restroom facilities, electricity, right of entry to the location, and suitable parking.
4.2 Pay all expenses and receive all revenues. The parties have consulted on a proposed initial budget, which is attached hereto as Exhibit B, identifying anticipated expenditures and revenues for the Snoqualmie Farmers Market. The City shall pay all expenses for, and shall receive all revenues from the Snoqualmie Farmers Market, provided, expenditures shall not exceed amounts approved in the adopted 2008 City of Snoqualmie budget. If the City Council shall fail to appropriate sufficient funds to pay the anticipated expenses, then this Agreement shall immediately terminate and be of no further force or effect, and in that event, the City shall have no obligation to Contractor. Any funds received by Contractor from vendors or other income of the event shall be paid over to the City on the next following business day. All facilities, facility improvements, advertising materials, banners, signs, equipment and personal property of any nature purchased by the City for the use of Contractor, whether designed and/or selected by Contractor, shall be and remain the property of the City
4.3 Provide administrative support.
The City shall provide reasonable administrative support, including copying,
telephone, and other administrative support necessary and appropriate for the
operation of the event. The City hereby designates the City
4.4 Provide operational support. The
City shall be responsible for traffic control, physical maintenance of the
location and facilities, and all other support of the Snoqualmie Farmers Market
not within the scope of Contractor. The City hereby designates the
Directors of the
5. Independent Contractor. The Contractor and the City agree that the Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither the Contractor nor any employee of the Contractor shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for paying, withholding, or otherwise deducting any customary state or federal payroll deductions, including but not limited to FICA, FUTA, state industrial insurance, state workers compensation, or otherwise assuming the duties of an employer with respect to the Contractor or any employee of the Contractor. Contractor shall be solely responsible for the safety of its employees and subcontractors at the Project work site, and shall comply with all applicable federal, state and local statutes, regulations and ordinances regarding safety.
6. Indemnification. Each party shall indemnify, defend, and hold harmless the other, including agents and employees, from and against any and all liability arising from injury or death to persons or damage to property resulting in whole or in part from negligent acts or omissions of that party.
7. Insurance. The City is self-insured through an interlocal insurance compact with the Washington Cities Insurance Authority. Additional insurance for the Snoqualmie Farmers Market shall be purchased by the City for the Snoqualmie Farmers Market through the Washington State Farmers Market Association to provide liability insurance for the Contractor and vendors. Such insurance shall be in full force as of the date of this contract.
8. Ownership of Documents. All forms, applications, procedure manuals, lists, or other documents prepared or developed by Contractor for use in connection with the Snoqualmie Farmers Markets shall be the property of the City. All documents shall be filed with the City and shall be public records available for inspection, except as allowed by law.
9. Changes in Scope of Services. The City may require changes or modifications in the scope of services to be performed under this Agreement. Any such changes or modifications shall be in writing and signed by the parties to this Agreement. Any compensation due for the changes or modifications, shall be on the same terms and conditions as set forth in Paragraph 2 above or in a manner otherwise mutually agreed to by the parties.
10. Standard of Care. Consultant warrants that its services shall be performed with the level of care, skill and competence of the consulting profession in accordance with the standard for professional services at the time the services are rendered.
11. General Provisions.
a. Notices. Any notice or demand desired or required to be given under this Agreement shall be in writing and deemed given when personally delivered, sent by facsimile machine, or deposited in the United States Mail (or with an express courier), postage prepaid, sent certified or registered mail, and addressed to the parties as set forth below or to such other address as either party shall have previously designated by such a notice:
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City of Attn: City Telephone: (425) 888-1555 Email: blarson@ci.snoqualmie.wa.us |
Trinity Lavender Farm LLC Laurie Gilbertson, Owner Telephone: (425) 888-5337, ext. 7 Email: SnoqualmieFarmersMarket@msn.com |
b. Attorneys' Fees. In the event that any party commences litigation against the other party relating to the performance, enforcement or breach of this Agreement, the prevailing party in such action shall be entitled to all costs, including attorneys' fees and costs and any such fees or costs incurred on appeal.
c. Entire Agreement. This Agreement and its exhibit attachments contain the entire understanding between the City and Consultant relating to the consulting services which are the subject of this Agreement. This Agreement merges all prior discussions, negotiations, letters of understanding or other promises whether oral or in writing. Subsequent modification or amendment of this Agreement shall be in writing and signed by the parties to this Agreement.
d. Waiver. Waiver of any breach or default hereunder shall not constitute a continuing waiver or a waiver of any subsequent breach either of the same or of another provision of this Agreement.
e. Assignment and Subcontracting. The Contractor shall not assign or subcontract any portion of the services contemplated by this Agreement without the prior written consent of the City, which the City shall be entitled to withhold in its sole discretion, this being a Personal Services contract based upon the personal qualifications of Laurie Gilbertson. Subject to the provisions of the preceding sentence, this Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. This Agreement is made only for the benefit of the City and Consultant and successors in interest and no third party or person shall have any rights hereunder whether by agency, as a third party beneficiary, or otherwise.
f. Jurisdiction/Law.
This Agreement shall be governed by and construed in accordance with the laws
of the State of
g. Severability. If any term, covenant or condition of this Agreement is held by a court of competent jurisdiction to be invalid, the remainder of this Agreement shall remain in effect.
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CITY OF
Matthew R. Larson, Dated: |
TRINITY LAVENDER FARMS, LLC
Laurie Gilbertson, Manager Dated: |