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HomeMy WebLinkAbout5.606 Original Contract 5 . lJJ D t../J , ,. . CITY OF PORT ANGELES PROFESSIONAL SERVICES CONTRACT THIS CONTRACT, made this b day of t="e1ruary', 2009, by and between the City of Port Angeles, Washington, hereinafter called "City" and Party Outfitters, Inc., whose business address is P.O. Box 8489, Lacey, W A 98509-8489, herein called "Contractor." IN CONSIDERA nON of the payments, covenants, and agreements hereinafter mentioned, to be made and performed by the parties hereto, the parties agree as follows: 1. Services: The Contractor shall set up and operate the following games: Adrenaline Rush Obstacle Course Tree House Slide Survivor Obstacle Course Funny Farm Bounce & SlideCombo Circum Train The Rock Wall (Solid) Contractor represents and warrants that it is experienced and qualified with specific expertise to provide the services. 2. Location: The Contractor shall perform said services at Erickson Park, Port Angeles, W A. 3. Time of Performance: The Contractor shall perform said services from August 1,2009 10:00 a.m.to August I, 2009 7:30 p.m. 4. Compensation: The CITY shall pay the Contractor for performance of said services $5,100.00, which shall be paid in full within 30 days after performance. 5. Independent Contractor Status: The relation created by this contract is that of employer/independent Contractor. The Contractor is not an employee of the City and is not entitled to the benefits provided by the City to its employees. The Contractor is an independent Contractor, has the authority to control and direct the performance of the details of the services to be provided. The Contractor shall assume full responsibility for the payment of all federal, state and local taxes or contributions imposed or required, including, but not limited to, unemployment insurance, social security, industrial insurance, and income tax. 1 , .>' 6. Purpose: The Contractor acknowledges games are to be operated for the entertainment of children. Contractor, in operating the games, will diligently exercise due care and caution to avoid injury to the children participating in the activities provided under this Contract. 7. Indemnification/Hold Harmless: The Contractor agrees to release, indemnify, defend, and save harmless the CITY, its officers, employees and agents for and against any and all liability, loss, damage, expense, actions and claims, including costs and reasonable attorney's fees incurred by the CITY, its officers, employees and agents in defense thereof, occurring or arising directly or indirectly on account of or out of the performance of service pursuant to this Contract. Should a court of competent jurisdiction determine that this Contract is subject to RCW 4.24.115, then, in the event ofliability for damages arising out of bodily injury to persons or damages to property caused by or resulting from the concurrent negligence ofthe Contractor and the City, its officers, officials, employees, and volunteers, the Contractor's liability hereunder shall be only to the extent of the Contractor's negligence. It is further specifically and expressly understood that the indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this indemnification. This waiver has been mutually negotiated by the parties. The provisions of this section shall survive the expiration or termination of this Contract. 8. Authority: The Contractor does not have, and shall not hold itself out as having, authority to create any contract or obligation that is binding on the CITY unless the CITY otherwise consents in . writing. 9. Assignability: The Contractor shall not assign or transfer any interest in this Contract. 10. Employees of the Contractor: All services to be performed by the Contractor herein shall only be performed by said Contractor and not by employees or others unless by specific written consent of the CITY. 11. Insurance: The Contractor shall procure and maintain for the duration of the Contract, 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 the Contractor, their agents, representatives, employees or subcontractors. Minimum Scope of Insurance: Contractor shall obtain insurance ofthe types described below: 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 2 ..J substitute form providing equivalent liability coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage. Commercial General Liability. Insurance shall be written on ISO occurrence form CG 00 Oland shall cover liability arising from premises, operations, independent contJ1actors, products-completed operations, stop gap liability, personal injury and advertising injury, and liability assumed under an insured contract. The Commercial General Liability insurance shall be endorsed to provide the Aggregate Per Project Endorsement ISO form CG 25 03 11 85. There shall be no endorsement or modification of the Commercial General Liability insurance for liability arising from explosion, collapse or underground property damage. The City shall be named as an insured under the Contractor's Commercial General Liability insurance policy with respect to the work performed for the City using ISO Additional Insured endorsement CG 20 10 10 01 and Additional Insured-Completed Operations endorsement CG 20 37 10 0 I or substitute endorsements providing equivalent coverage. Workers' Compensation. Contractor shall maintain coverage as required by the Industrial Insurance laws of the State of Washington. Minimum Amounts ofInsurance. Contractor shall maintain the following insurance limits: Automobile Liability. Insurance with a minimum combined single limit for bodily injury and property damage of $1,000,000 per accident. Commercial General Liability. Insurance shall be written with limits no less than $1,000,000 each occurrence, $1,000,000 general aggregate and a $1,000,000 products- completed operations aggregate limit. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions for Automobile Liability and Commercial General Liability Insurance: The Contractor's insurance coverage shall be primary insurance as respect to the City and shall name the City as an additional insured. Any insurance, self-insurance, or insurance pool coverage maintained by the City shall be excess of the Contractor's insurance and shall not contribute with it. The Contractor's insurance shall be endorsed to state that coverage shall not be cancelled by either party, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the City. Acceptability ofInsurers. Insurance is to be placed with insurers with a current A.M. Best rating of not less than A:VII. Verification of Coverage. Contractor shall furnish the City with original certificates and a copy of the amendatory endorsements, including but not necessarily limited to the additional insured endorsement, evidencing the insurance requirements of the Contractor before commencement of the work. 3 .' Subcontractors. Contractor shall include all subcontractors as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the same insurance requirements as stated herein for the Contractor. 12. Wage in Hours Law Compliance: The Contractor shall comply with all applicable provisions of the Fair Labor Standards Act and any other laws affecting its employees, if any, and the rules and regulations issued there under insofar as applicable to its employees and shall at all times indemnify, defend and save the CITY free, clear and harmless, from and against any and all actions, claims, demands, expenses arising out of said Act or laws and rules and regulations that are or may be promulgated in conjunction herewith. 13. Equal Emplovment Opportunity: The parties shall conduct their business in a manner which assures fair, equal and non- discriminatory treatment of all persons, without respect to race, creed, color, sex, Vietnam era veteran status, disabled veteran condition, physical or mental handicap, or national origin, and, in particular: a. The parties will maintain open hiring and employment practices and will welcome applications for employment in all positions from qualified individuals who are members of the above stated minorities. b. The parties will comply strictly with all requirements of applicable federal, state or local laws or regulations issued pursuant thereto, relating to the establishment of non- discriminatory requirements in hiring and employment pr~ctices and assuring the service of all patrons and customers without discrimination Jrith respect to the above- stated minority status. 14. Amendment to Contract: The CITY may, from time to time, require changes in the scope of the service to be performed hereunder. Such changes, including increase or decrease in the amount of the Contractor's compensation, which are mutually agreed upon by the CITY and the Contractor, shall be incorporated in written amendment to this contract. No amendment to this contract shall be binding or enforceable unless it is made in writing and executed by a duly authorized representative of each party. 15. Applicable Law: This Contract shall be governed by, and construed in accordance with, the laws of the State of Washington. 16. Termination: The CITY may terminate this contract at any time, with or without cause, by giving written notice to the Contractor of such termination and specifying the effective date. The termination notice shall be sent to the address set forth above. The Contractor shall notify the CITY of any change in address. If the contract is terminated by the CITY as provided herein, the Contractor will be paid an amount which bears the same ratio to the total 4 . compensation as the services actually performed bears to the total services of the Contractor covered by this contract, less payment for compensation previously made. Notwithstanding the above, the Contractor shall not be relieved ofliability to the CITY for damages sustained by the CITY, its officers, employees and agents by virtue of any breach of this contract by the Contractor for the purpose of set off until such time as the exact amount of damages due the CITY for the Contractor is determined. 17. Entire Agreement: The parties agree that this contract is a complete expression of the terms hereto and any oral representation or understanding not incorporated herein is excluded. IN WITNESS WHEREOF, the CITY and the Contractor have executed this Contract as of the date first above written. CONTRACTOR: Party Outfitters, Inc. P.O. Box 8489 Lacey, W A 98509-8489 CITY OF PORT ANGELES 321 E. 5th Street Port Angeles, W A 93862 ~~~:~~c/~_ ~D AS TO FORM: IJ~ i lam E. Bloor, CIty Attorney ATTEST: G \Legal_ Backup\AGREEMENTS&CONTRACTS\2006 Agmts&Contracts\Parks Dept Prof Services Contact 110706 doc ^ , "" !/ , ' 5