HomeMy WebLinkAboutAgreements/Contracts - BOCCK23-055
Grant County Service Contract with MaMedia, LLC for
Japanese Culture and Language Consultation for
Grant County
This Agreement is made between Grant County ("COUNTY"), a political subdivision of the
State of Washington and MaMedia, LLC ("CONSULTANT"); hereinafter collectively
("PARTIES").
RECITALS
WHEREAS, the COUNTY will host individuals from Japan;
WHEREAS, appropriate cultural considerations and language communication are vital for
the success of hosting the individuals; and
WHEREAS, CONSULTANT has the requisite cultural understanding and language
communication skills; and
AGREEMENT
THEREFORE, for and in consideration of the conditions, covenants, and agreements
contained herein the parties agree as follows:
1. Services to Be Performed
CONSULTANT agrees to perform the following services:
a. Communication, schedule arrangements, and coordination with sister cities
(Komaki, Toyoyama)
i. Online student exchange with sister cities
ii. In-person student exchange
iii. Komaki Mayor delegation visit
b. Communication, schedule arrangements, and coordination with Consulate General
of Japan in Seattle
i. Online student exchange with sister cities
ii. In-person student exchange
iii. Komaki Mayor delegation visit
C. Communication and Coordination with the Project Coordinator
d. Jointly managing the exchange project with the Project Coordinator
e. Correspondence updates to Grant County Commissioner, Project Coordinator
f. Assist coordination with other Grant County entities
g. Translation service for above communications and exchanges
2. Payment
In consideration for the service to be performed by CONSULTANT, COUNTY agrees to pay
CONSULTANT at the rate of $7S per hour upto $20,000. If CONSULTANT believes it is
necessary to go over $20,000 to adequately perform the outlined services, the overage
must be pre -approved by the Board of County Commissioners. CONSULTANT will submit
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monthly invoices by the 15th of each month and invoice shall be paid within 30 days after
CONSULTANT submits an invoice to COUNTY.
3. Expenses
CONSULTANT shall be responsible for all expenses incurred while performing services
under this Agreement. This includes automobile, and other travel expenses; vehicle
maintenance and repair costs, vehicle and other license fees and permits; insurance
premiums; road, fuel, and other taxes; fines; radio, pager, or cell phone expenses; and
meals.
4. Independent Contractor Status
CONSULTANT is an independent contractor and shall not be deemed a COUNTY employee.
In the capacity as an independent contractor, CONSULTANT agrees and represents, and
COUNTY agrees, as follows
a. CONSULTANT has the right to perform services for others during the term of this
Agreement.
b. CONSULTANT has the sole right to control and direct the means, manner, and
method by which the services required by this Agreement will be performed.
CONSULTANT shall select starting and quitting times, days of work, and order
the work is performed.
c. The services required by this Agreement shall be performed by CONSULTANT;
COUNTY shall not hire or pay any employees to help CONSULTANT.
5. Insurance
CONSULTANT shall provide insurance coverage as set out in this section. The
intent of the required insurance is to protect the COUNTY should there be any claims,
suits, actions, costs, damages or expenses arising from any loss, or negligent or
intentional act or omission of CONSULTANT, or it agents, while performing under the
terms of this Agreement.
The insurance required shall be issued by an insurance company authorized to do
business within the State of Washington. Except for Professional Liability or Errors and
Omissions Insurance, the insurance shall name the COUNTY, its agents, officers, and
employees as additional insureds under the insurance policy. All policies shall be
primary to any other valid and collectable insurance. CONSULTANT shall instruct the
insurers to give COUNTY thirty (30) calendar days advance notice of any insurance
cancellations, non -renewal or modification.
CONSULTANT shall submit to COUNTY within fifteen (15) calendar days of the
Agreement start date, a certificate of insurance which outlines the coverage and limits
defined in this insurance section. During the term of this Agreement, CONSULTANT
shall submit renewal certificates not less than thirty (30) calendar days prior to
expiration of each policy required under this section.
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CONSULTANT shall provide insurance coverage that shall be maintained in full
force and effect during the term of this Agreement, as follows:
Commercial General Liability Insurance Policy. Provide a Commercial
General Liability Insurance Policy, including contractual liability, written on an
occurrence basis, in adequate quantity to protect against legal liability arising out
of Agreement activity but not less than $1,000,000.00 per occurrence.
Additionally, CONSULTANT is responsible for ensuring that any subcontractors
provide adequate insurance coverage for the activities arising out of
subcontracts.
Automobile Liability. In the event that performance pursuant to this Agreement
involves the use of vehicles, owned or operated by the CONSULTANT, automobile
liability is $1,000,000.00 per occurrence, using a Combined Single Limit for
bodily injury and property damage.
6. Business Licenses, Permits, and Certificates
CONSULTANT represents and warrants that CONSULTANT will comply with all federal,
state, and local laws requiring drivers and other licenses, business permits, insurance,
continuing education, and other certificates required to carry out the services to be
performed under this Agreement.
7. State and Federal Taxes
The COUNTY will not:
• Withhold FICA (Social Security and Medicare taxes) from CONSULTANT payments
or make FICA payments on CONSULTANT's behalf
• Make state or federal unemployment compensation contributions on
CONSULTANT'S behalf, or
• Withhold state or federal income tax from CONSULTANT'S payments.
CONSULTANT shall pay all taxes incurred while performing services under this Agreement
including all applicable income taxes and, if CONSULTANT is not a corporation, self-
employment (Social Security) taxes. Upon demand, CONSULTANT shall provide COUNTY
with proof that such payments have been made.
8. Fringe Benefits
CONSULTANT understands that CONSULTANT is not eligible to participate in any employee
pension, health, vacation pay, sick pay, or other fringe benefit plan of the COUNTY.
9. Unemployment Compensation
COUNTY shall make no state or federal unemployment compensation payments on behalf
of CONSULTANT. CONSULTANT will not be entitled to these benefits in connection with
work performed under this Agreement.
10. Workers' Compensation
COUNTY shall not obtain workers' compensation insurance on behalf of CONSULTANT.
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11. Notice
Any notice required to be given by either party to the other shall be deposited in the United
States mail, postage prepaid, addressed to:
Grant County
Attn: Grant County Public Works Director
P.O. Box 37
Ephrata, WA 98823
MaMedia, LLC
Attn: Reina Endo
169 19th Ave.
Seattle, WA 98122
Or at such other address as either party may designate to the other in writing from time to
time. All notices to be given with respect to the Agreement shall be in writing. Every notice
shall be deemed to have been given at the time it shall be deposited in the United States
mails in the manner prescribed herein. Nothing contained herein shall be construed to
preclude personal service of any notice in the manner prescribed for personal service of a
summons.
12. Term of Agreement
This agreement will become effective January 1, 2023, and will terminate March 31, 2024.
13. Terminating the Agreement
Either COUNTY or CONSULTANT may terminate this Agreement upon giving 30 days
written notice.
14. Exclusive Agreement and Modifications
This is the entire Agreement between CONSULTANT and COUNTY. This agreement may be
modified only by a writing signed by both parties.
15. Severability
If any term, provision, or condition of this ILA should be held by a court of competent
jurisdiction to be invalid, void or unenforceable, the remainder of this ILA shall continue in
full force and effect and shall in no way be affected, impaired or invalidated thereby.
16. Assignment
Neither party to this Agreement shall be permitted to assign its rights or obligations herein
without the advance and express written consent of the other party.
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17. Governing Law and Venue
This Agreement shall be governed by and interpreted according to the laws of the State of
Washington. In the event of any suit or action or other legal proceeding to enforce this
Agreement, venue shall be a court of competent jurisdiction in Grant County, Washington.
THIS AGREEMENT is executed by the persons signing below who warrant that they
have the authority to execute AGREEMENT.
Executed thisc2P, day ofInW,�h , 2023
BOARD OF COUNTY COMMISSIONERS
GRANT COUNTY. -WASHINGTON
es;'°Chnir
Cin Carter, Vice -Cham
fc
Danny S ne, Member
Attest: J
B rb ra J. Vasquez rc C of t (Board
Approved As To Form:
Rebekah M. Ka or WSBA No. 53257
Chief Civil Deputy Prosecuting Attorney
Date: 5 2--..� � �
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Executed this day of Y412-64,2023
CONSULTANT
Reina Endo
Owner
MaMedia, LLC