HomeMy WebLinkAbout5691 RESOLUTION NO. 5691
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
AUBURN, WASHINGTON, AUTHORIZING THE MAYOR TO
EXECUTE AN AGREEMENT BETWEEN THE CITY OF
AUBURN AND AUBURN SYMPHONY ORCHESTRA FOR
TOURISM PROMOTION SERVICES
WHEREAS, the City is interested in promoting and marketing Auburn as a tourist
destination and as a location for individuals to enjoy the arts; and
WHEREAS, the Auburn Symphony Orchestra provides performances that attract
tourists, patrons of the arts, and classical music enthusiasts; and
WHEREAS, a program of advertising for such performances and events would
help to insure the success of such activities by informing people about them and
encouraging people to attend; and
WHEREAS, contracting with the Auburn Symphony Orchestra to promote
orchestra events and performances benefits the city as it increases visitors to the city,
encourages tourism, enhances the City's image, and advances the city's economy.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, RESOLVES as follows:
Section 1. The mayor is authorized to execute an Agreement between the City
and the Auburn Symphony Orchestra, which agreement will be in substantial conformity
with the agreement attached as Exhibit A.
Section 2. The mayor is authorized to implement those administrative
procedures necessary to carry out the directives of this legislation.
Resolution No. 5691
11/29/2022
Page 1 of 2 Rev.2019
Section 3. This Resolution will take effect and be in full force on passage and
signatures.
Dated and Signed this 5th day of December, 2022.
CITY OF AUBURN
NANCY AKUWAR
ATTEST: , APPROVED AS TO FORM:
• 4; x,1 Ct eLLA,
'FOY:Shawn Campbell, MMC, City Clerk Kendra Comeau, City Attorney
Resolution No. 5691
11/29/2022
Page 2 of 2 Rev.2019
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cITYOF.-...,n%';. j*
. D-n .
•fir WASFIING1ON
CITY OF AUBURN and
er"AUBURN SYMPHONY ORCHESTRA
CONTRACT FOR SERVICES
THIS. CONTRACT is made and entered into on the 7th day of December, 2022, by and
between the CITY OF AUBURN, a municipalcorporation of the State of Washington (the "City"),
and the AUBURN SYMPHONY'ORCHESTRA, a not-for-profit corporation organized pursuant to
26 U.S.C. 501 (C)(3)(the "Service Provider"or""ASO."and collectively,the"Parties").
In .consideration of the conditions and the mutual promises and covenants contained in this
Agreement,the parties;agree as'.follows:
1. SCOPE OF SERVICES BY SERVICE PROVIDER The Service Provider will 'engage, enrich
and inspire our community through artistically vibrant performances; will uphold the highest.
artistic and professional standards; will present a broad range of repertoire;will serve a wide and
diverse audience; and will provide quality educational experiences for all ages. Service Provider
will provide classical music opportunities to area youth through reduced ticket prices to concerts
as wellas outreach to Auburn area schools: Service Provider will actively participate in
community events and include City of Auburn logo in all applicable promotional materials:
Service Provider will comply with requirements listed in Attachment"A."
2. TERM OF CONTRACT: The Term of this Contract will be from January 1, 2023, through
December 31,2023.
3. COMPENSATION TO SERVICE PROVIDER:
a. The Parties understand that the Service".Provider operates on:a fiscal year that runs:from
July 1 through the following June 30, and:that its concert season is consistent with its
fiscal year. The City's fiscal year is from January 1 through the following December 31.
The Parties agree thatthe marketing services provided throughout the year are adequate
consideration for the City to pay the Service Provider itsfull consideration due for the
calendar year by the end of June each year in order to support the Service Provider's
budget cycle.
b. The total contract is for $75,000 per calendar year, which will be paid as set forth in
Attachment "B." These payments will be full compensation for work performed or
services rendered andfor all labor, materials, supplies, equipment, overhead, profit, and
incidentals necessary to complete the work.
c. Invoicing and.Reports. The. Service Provider will submit invoices and reports not-later.
than 30 calendar days before payment is due. For each reporting period, the Service
Provider will provide. report outlining how the Service Provider met the performance
measures set forth in this Agreement.
4. NON-APPROPRIATION OF FUNDS:.If sufficient funds are not appropriated or allocated for
payment under this Agreement for any future fiscal period,the City will not be obligated to make
payments for Services or amounts incurred after theend of the current fiscal period, and this
2023. Auburn.Symphony Orchestra Contract
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December 5, 2022
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Agreement will terminate upon the completion of all remaining Services for which funds are
allocated:No penalty or expense shall accrue to the City in the,event this provision applies.
5. RECORDS INSPECTION AND AUDIT. All payments will be subject to the adjustments for
any amounts found upon audit or otherwise to have been improperly invoiced, and all records"
and books of accounts pertaining to any work performed under this Agreement will be subject to
inspection and audit by the City for a period of up to three (3) years from the final payment for
work performed under this Agreement. If any litigation, claim, dispute, or audit is'initiated
before the expiration of the three (3)pear period, all records and books of account pertaining to
any work performed under this Agreement will be retained until all litigation, claims, disputes, or
audits are resolved.
6.. CONTINUATION OF PERFORMANCE. In the event that any dispute or conflict arises
between the parties while this. Contract is in effect, the Service Provider agrees that,
notwithstanding such dispute or conflict, the Service Provider shall continue to make a good
faith effort to cooperate and continue work toward successful completion of assigned duties and
responsibilities. Nothing in this section is intended to restrict or otherwise limit the Parties rights
of termination set forth elsewhere in this Contract.
7. CONTRACT ADMINISTRATION:- This Contract will be achniniStered by Auburn Symphony
Orchestra Manager on behalf ofthe Service Provider and by Mayor or the.Mayor's designee on
behalf of the City. Any written notices required by terms of this Contract will be served or
mailed to:the:following addressees unless changed by written notice to the other Party:
If to the City: City of Auburn, 25 West Main Street,Auburn WA 98001
If:to the Service Provider: Auburn Symphony Orchestra, P.O. Box 2186, Auburn WA 98071
8. NOTICES: All notices or communications permitted or required, to be given under this
Agreement will be in writing and will be deemed to have been duly given if delivered in person
or sent by regular mail, postage prepaid, [by certified mail, return receipt requested,] and
addressed, if to a party of this Agreement, to the address for the party set forth above. If
addressed to a non-party, the notice will be sent, in the foregoing manner, to the address
designated by'aparty to this Agreement.
9. INSURANCE: The Service provider shall procure and maintain insurance against claims for
injuries to persons or damage to property which rnay arise from or in connection with the
performance of the work hereby by Service Provider, its agents, representatives, or employees,
without interruption from commencement of the Service provider's work through the term of the
contract and for thirty(30) days after the completion of this contract date, unless otherwise
indicated.
A. No Limitation.,The Service provider's maintenance of insurance, its scope of coverage
and limits as required herein shall not be construed to limit the liability of the Service
provider to the coverage provided by such insurance, or otherwise limit the City's
recourse to any remedy available at law or in equity.
2023 Auburn Symphony Orchestra Contract
December 5,2022
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B. Minimum Scope:'of Insurance. The Service provider's required insurance shall,be of the
types and coverage as stated,below:
1. Automobile.Liability insurance covering all,owned, non-owned,hired and leased
vehicles. Coverage'shall be at-least as'broad as Insurance Services Office:(ISO)
form CA 00'01,
2.. Commercial General. Liability insurance Will. be at least, as broad as ISO
occurrence. form CG 00 01 and will. cover liability arising from.. premises,
operations, stop-gap independent contractors, products-completed operations,
personal. injury and advertising injury, and liability assumed under an. insured
contract.. The City will be named as an additional insured under the Provider's
Commercial, General Liability insurance policy with. respect to the work.
performed for the City using an additional insured endorsement at least as broad
as ISO Additional Insured endorsement CO 20 26,
3. Workers'Compensation coverage as-required by the Industrial Insurance laws of
the,State of Washington.
C. Minimum.Amounts.of.Insurance. The:Service provider shall maintain the following.
insurance-limits:
1. Automobile Liability insurance with a minimum combined single.limit for bodily
injury and property damage of$1,000,00.0 per accident:.
2. .Commercial.General Liability insurance shall be Written with:limits'no less than
$1,000,00.0 each occurrence, $2,00.0;000 general aggregate'and $2,000,000
products-completed.operations aggregate.limit..
D. City Full Availabiliy of Serviceprovider.Limits. If the Service provider maintains
higher insurance limits than the:minimums shown above,the City shall be insured'for
the full,available limits.of Commercial General and.Excess or Umbrella-liability
maintained by the Service provider,'irrespective of whether such limits maintained by
the Service.provider-are greater than those required by this contract.or Whether any
certificate of insurance furnished to.the City evidences limits ofliability lower`than
those maintained,by the Service provider.
E. Other.Insurance Provision The Service provider's Automobile Liability and
Commercial General Liability insurance policies are to contain,.or be endorsed to
contain that-they shall be primary insurance as.respect:the City. Any'insurance, self-
insurance,:or self-insured pool coverage maintained:by the City'shall be excess of the
Service provider's insurance.and shall not contribute with.it..
F. Acceptability'of Insurers. Insurance'isl to be placed With"insurers with,a current A.M.
Best:rating of not less than A._VII..
G. Verification of Coverage. The Service:provider shall furnish the City With Original
certificates and a copy of the amendatory endorsements,-including but not-necessarily
2023 Auburn Symphony Orchestra Contract
December 5,2022
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limited to the:additional insured endorsements, evidencing the insurance requirements
of the Service provider before commencement of the work. Upon request by the City,
the Service provider shall furnish certified copies of all required insurance policies,
including endorsements,required in this contract and evidence of all subservice
providers' coverage.
H. Subservice providers' Insurance. The Service provider shall cause each and every
Subservice provider to provide insurance coverage that,complies withall applicable
requirements of the Service,provider-provided insurance as set forth herein, except the
Service provider shall have sole responsibility for determining the limits of coverage
required to.beobtained by Subservice providers. The Service provider shall ensure.
that the City is an additional insured on each and every Subservice provider's
Commercial General liability insurance policy using,an endorsement as least as broad
as ISO CO 20 1010 0.1 for ongoing operations and CG 20 37 '10 01 for completed
operations.
I. Notice of Cancellation. The Service provider shall provide the City and all Additional
Insureds for this work with written notice of any.policy;cancellation within two
business days of their receipt of such notice.
J. Failure to Maintain Insurance. Failure on the part of the Service provider to maintain the
insurance as required shall constitute a material breach of contract, upon which the
City may, after giving five business days'notice to the Service provider tocorrect the
breach,immediately terminate the contract or,at its discretion,procure or renew such
insurance and pay any and all premiums in connection therewith, with any sums so
expendedto be repaid to the City on demand, or at the sole discretion of the City,
offset against funds due the Service provider from the City..
10. INDEMNIFICATION: Service Provider will defend,indemnify and hold:the City,its
officers, officials, employees and volunteers harmless from any and all claims; injuries,
damages,losses or suits including attorneys'fees, arising out of or in connection with the
performance of this Agreement, except for injuries and damages caused by the sole
negligence of the City.
It is further specifically andexpressly understood that the indemnification provided
constitutes the Service Provider'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 Agreement.
11. RESTRICTION AGAINST ASSIGNMENT: Service Provider will not assign this Contract
or any interest nor any money due or to become due without first obtaining the written
consent of the City. Service Provider will not subcontract any part of the services to be
performed withoutfirstobtaining thewritten consent of the City.
2023 Auburn.Symphony Orchestra Contract
December 5,2022
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12. AMENDMENT MODIFICATION OR.WAIVER: No amendment, modification, or waiver
of any condition, provision; or term of this Agreement will be valid,or of any effect unless
made in writing, signed by the party or parties to be bound, or the party's: or parties' duly
authorized representative(s) and specifying with particularity the nature and extent of such
amendment,modification or waiver. Any waiver, approval,or acceptance,or payment by any
party will not affector impair that party's rights arisingfrom any default by the other party.
13. TERMINATION AND SUSPENSION:.Either Partymay terminate this Contract upon ninety
(90) days written notice to the other Party. If the: Service Provider has performed services
pursuant to the Contract,. the Service Provider will 'be compensated for such services in
accordance with the rate of compensation provided'in Attachment"B."
14. PARTIES IN INTEREST: This Contract will be bindingupon and the benefits and
obligations provided for inure to and bind the Parties and their respective successors and
assignsprovided that this section will not be:deemed to permit any transfer or assignment
otherwise prohibited by this Contract. This Contract.is.for the exclusive benefit of the Parties
and,it does not create a contractual relationship withor for the benefit of any third party,
including contractors, subcontractors, and their sureties.
15. COSTS TO PREVAILING PARTY::In the event of litigation or other legal action to enforce
any rights responsibilities: or obligations under this Contract, the prevailing Party willbe
entitled to receiveits reasonable costs and attorney's fees.
16. FORCE MAJEURE:Any delay in the performance of any obligation under:this Agreement
shall be excused; if and..so long as the:performance of the obligation:is prevented, delayed or
otherwise hindered by any act not within the control of a party such as fire,
cyber/ransomware attack, earthquake, flood, explosion, actions of:the elements,riots,mob
violence, strikes,pandemic,lockouts,and emergency orders of thestate or federal
government. •
17. INDEPENDENT CONTRACTOR. The Provider will perform the services as an
independent contractor and will not be deemed, by virtue of this Agreement and performance
of its provisions, to have entered into any partnership, joint venture, employment or other
relationship with the City: Nothing in this:.Agreement creates any contractual relationship
between the Provider's employee, agent, or subcontractor and the City.
18. APPLICABLE LAWN This Contract and the rights of the Parties,will begoverned by and
interpreted in accordancewith the laws'of the State of Washington:and venue for any action
will be King County, Washington. The Parties agree and understand that any applicable
statute of limitation will commence nolater than the substantial completion by the Service
Provider of the:services.
19. CAPTIONS HEADINGS.AND TITLES::.All captions headings or titles in the paragraphs or
sections of this, Contract are inserted for convenience of reference only and shall not
constitute a part of this Contract or act as a limitation of the scope:of the particular paragraph:
or sections to which they apply As used herein where appropriate,the singular shall include
2023 Auburn,Symphony Orchestra Contract .
December 5,.2022
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the plural and vice versa and masculine feminine and neuter expressions shall be
interchangeable Interpretation orr construction of this Contract shall.not beaffected by any
determination asto who is the drafter of this Contract this Contract having been drafted by
mutual agreement of the Parties.
20..SEVERABLE.PROVISIONS: Each provision of this Contract is intended to be severable. If
any provision isfound by a court of competent jurisdiction to be illegal or invalid or not
applicable to any person or circumstance for any reason whatsoever'such illegality invalidity
or non-applicability will not affect the legality or validity of the remainder of this Contract or
its applicability to other persons or circumstances'.
21.ENTIRE AGREEMENT: This Contract contains theentire understanding of the Parties and '
supersedes all prior agreements contracts and understandings between the Parties with
respect to suchsubject matter.
22. COUNTERPARTS: This Contract may be executed in multiple counterparts and will become
effective when one or more counterparts have been signed by each of the Parties and.
delivered'to the other Party.
IN WITNESS WHEREOF the Parties hereto have caused this Contract to be executed:.effective the
day and year first set forth above:
AUBURN SYMPHONY ORCHESTRA CITY OF AUBURN
CDocuSIgned by: DocoSlgnod by:
rgitat.ow*tJearc.Ut... �l.tUbB.f/J6l.u..
Nancy Backus, Mayor
Title: . Executive Di recto r
Date:12/7/2022 Date: 12/7/2022
APPROVED AS TO FORM:
ocoSlpned by:
Keriaiicnmeau, City Attorney
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2023 Auburn Symphony Orchestra.Contract
December:5,2022
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Service provider: Auburn Symphony Orchestra
Contract#
ATTACHMENT A
Scope of Services
Scope of Work:
1. Auburn Symphony Orchestra (ASO) will engage,.enrich.and inspire our community through
artistically vibrant performances; will uphold the highest artistic and professional standards;.
will present a broad range of repertoire; will serve. a wide and diverse audience; and will
provide quality educational experiences for all ages.
2. ASO willproduce, if health and safety protocols allow, a 'minimum of eight programs
digitally distributed and/or with a live audience.
3. ASO will-work to contribute to the economy of Auburn via the Arts.
4. ASO 'will conduct outreach into Auburn public schools and offer reduced price student
tickets.
5. ASO will conduct outreach to new audiences through programming and marketing efforts.
6. Participate in community events and/or festivals as health and safety protocols allow through
hosting a booth and/or partnering to:present programming as part'of the event program.
Service Provider Agrees.to:
1. Credit the City of Auburn in all appropriatepublic announcements,programs, advertising, and
other.forms,of notice relating to theactivity and service covered under this agreement and
produced by, for, andunder the direction of the organization. Where possible, the City of
Auburn logo should be used. If logo is.not appropriate;ASO may list the funder as: City of
Auburn.
2. Provide access, as health andsafety protocols allow,to members of the City Council and
Auburn Arts Commission for purposes of evaluation.
3. Meet with the City Council,Arts Commission, or the Arts'Coordinator once during the
contract period,to provide information regarding programming and administration of the
programs.
4. Provide the City of Auburn reports and data as.outlined as:part of the payment schedule.
5. Make available to the City of Auburn the service providers financialand other records,upon
request,..to determine compliance with this agreement.
6. Include City Council members and Arts Commissioners in their mailing,list.
2023 Auburn Symphony Orchestra Contract.
December 5, 2022
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Service provider: Auburn Syrriphony Orchestra
Contract.#
ATTACHMENT B
Compensation
Payment Schedule
Phase I: To be completed.by January 31, 2023,Not to Exceed $25,000.00 upon receipt or completion of
the following:
• Full execution.of this contract. .•
• Receipt.of completed invoice
• Receipt.of schedule ofactivities.and programming.for 2022-23 performing arts season
• Submission of a collection of printed.and digital advertising material and copies of paid advertisements
completed between June 2022 and January 2023
• Attendance reports for concerts(from September 2022 through January 31,2023); including zip code
demographic summary of patrons and student discount tickets claimed,and tracking of new versus
returning.attendees..For virtual/digital concerts;please include metrics from.YouTube and other social
media shoWing reach,hours watched and any other metrics showcasing viewership..
• Outline•summary of outreach activities-and community participation efforts
• Receipt of annual report from prior ASO fiscal year and
• Submission ofmarketing plan and budget for ASO 2022-2023 performing arts.season.
Phase II: To be completed'by March 31,2023,..Not to exceed$25,000.00 upon.receipt or completion of
the following:
• Receipt of completed invoice
• Submission of collection of printed and digital advertising.material and copies,of paid advertisements
completed between January 2023 and March 2023
• Attendance reports for ASO concerts'(from,February- 1-March 31,2023.); including zip'code demographic
summary of patrons..and student discount tickets claimed,'and tracking-of new versus returning attendees.
For-virtual/digital concerts,please include metrics from,YouTube and.other social media showing reach,
hours watched and any Other metrics showcasing viewership.
• Outline summary of outreach activities and:community participation efforts.
Phase UI To be completed by June 5, 2021 Not to.exceed.$2,5,00.00
upon teCeipt.or completion of the
following:
• Receipt of completed invoice
• Submission of a-Collection of printed and digital advertising material and copies of-paid advertisements
completed between March 2023 and Jime:5,2023
• Attendance reports for ASO concerts(from March 31-June 4,2023);inClUding2ip code demographic
summary of patrons and student discount tickets claimed, arid tracking of new versus returning attendees.
For virtual/digital concerts,please include metrics from YouTube and Other soCial media showing reach,
hours watched:and any'Other metrics showcasing:Viewership.
• Outline•Suniniary of outreach activities'and communitypatticitiation efforts and
• Summary of annual fundraiser.
I NOTE: While this Contract covers performances in 2022.and,2023,references are made to the ASO's,2022-2023 season,,
which.includes periods.covered in this Contract.
2023 Auburn Symphony Orchestra.Contract
December 5-,2022
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