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HomeMy WebLinkAbout5041 RESOLUTION NO. 5 0 4 1 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 THE AUBURN SYMPHONY ORCHESTRA FOR SERVICES WHEREAS, the Aubum Symphony Orchestra is a source of cultural and music education excellence, with a long history of drawing attendees from throughout the region; and, WHEREAS, the City of Aubum supports the arts and music education, and wishes to provide sponsorship to the Aubum Symphony Orchestra in return for the many public benefits of cross-promotion with other arts organizations and local businesses to provide a total entertainment experience which would be beneficial to the City and to the residents and businesses of the City. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN, WASHINGTON, HEREBY RESOLVES as follows: Section 1. That the Mayor is hereby authorized to execute an Agreement between the City and the Aubum Symphony Orchestra for cultural and music appreciation services, which agreement shall be in substantial conformity with the agreement attached hereto as Exhibit A and incorporated herein by this reference. Section 2. That the Mayor is authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation. Resolution No. 5�41 March 24, 2014 Page 1 of 2 Section 3. That this Resolution shall take effect and be in full force upon passage and signatures hereon. � Dated and Signed this �� day of , 2014. CITY OF AUBURN �_ ANCY C CUS, MAYOR ATTEST: ���� Danielle E. Daskam, City Clerk. APP OV D ASTO F RM: aniel B: Heid, ity Attorney Resolution No. 5041 March 24, 2014 Page 2 of 2 Exhibit "A" ana :f`� WASNINGTON CITY OF AUBURN and AUBURN SYMPHONY ORCHESTRA CONTRACT FOR SERVICES THIS CON7RACT is made and entered into on the � day of '---� 2014, by and between the CITY OF AUBURN, a municipal corporatio of the State of Washington, hereinafter referred to as the "City," and the AUBURN SYMPHONY ORCHESTRA, a not-for-profit corporation organized pursuant to 26 U.S:C. 501 (C)(3), hereinafter referred to as the "Service Provider" or"A50," on the following terms and conditions. 1. SCOPE OF SERVICES BY SERVICE PROVIDER The Service Provider shall provide services to the City as follows: Sponsorship/Concerts 1. Listing the City of Aubum as the primary concert sponsor and including the City of Auburn name and logo as a sponsor in advertisements and programs for such events for all Symphony Orchestre concerts; Chamber Orchestra performances and any summer Symphony concerts from July 2013 through June 2015.' 2. On stage acknowledgement at each performance of the City of Aubum support:. 3. Performances for the 2013-2014 Season shall include: a) Three Full Symphony prograrris to include the Triumph of Tchaikovsky (10/12/13 and 10/13/13); Musical Gems (2/15/2014 and 2/16/2014); The Farewell (4/26/2014 and 4/27/2014) b) Four Chamber Concert programs to include From Classical to Romantic (11/24/2013); A Tale of Two Composers (1/19/2014); Bremen 7own Musicians (3/2/2014);The Circus Ballet and a Little Jazz (3/9/2014) c) Three Summer Concerts at Mary Olson Farm to include A Brassy Night (7/18/2013); Summer Serenade (8/1/2013); Animals in Music (8/15/2013) 4. Performances for the 2014-2015 Seasonshall include: a) Three Full Symphony programs at Mountainview High School: 10/11/2014 and 10/12/2014; 2/14/2015 and 2/15/2015; 4/25/2015 and 4/26/2015 b) Three Chamber Concerts at .St Matthew Episcopal Church to be held in November 2014, lanuary 2015, and March 2015 (specific dates based on musician availability) c) Three Summer Concerts at Mary Olson Farm to be held as follows: 7/10/2014(brass); 7/24/2014(percussion);August 7, 2014(strings) ' NOTE: While this Contrect covers performances during 2014 and 2015, references are made to the A50's 2013- 2014 season,which includes periods covered in this Contract. 2014 puburn Symphony Orchestra Contract March 24, 2014 Page 1 of 6 Marketing 1. At least 30% of the organizational support provided by the City of Auburn eacfi year to be directly spent on marketing. 2. Provide to the City a marketing plan and itemized marketing budget for the Symphony organization by July of each year of the Contract. 3. Develop brochures and pamphlets advertising the events including the City of Auburn as the home venue of the orchestra. 4. Demonstrated publicity efforts to solicit attendance from regional audiences outside of Auburn with a focus on a 25 mile redius of Auburn. Outreach and Audience Building 1. Demonstrated outreach efforts to schools, senior centers, businesses, and other organizations. 2. Participation as a community vendor at events that generete exposure for the Symphony. 3. Provide educational opportunities such as pre-concert lectures and other opportunities to learn. 4. Demonstrated efforts to write grants or seek sponsorships to provide at least one free public performance per year. (As an example, a chamber performance or symphony sampling at an Auburn location that will help build audience and exposure for the Symphony). S. Provide discounted tickefs to studenu attending Middle School and High ScRool Orchestra within the City to attend full symphony concerts. Organizational 1. Consider options for annual fundraiser to be held at a location in Auburn. 2. Submit ASO annual report to City of Aubum. 3. Submit ASO season financial report along with breakout of where/how Cityfunds were spent for funded season (to be completed September or Octoberof 2014 for 2013-2014 ASO season) 4. The City or its agents shall have the right to examine and inspect the books and records of the ASO for the purpose of validating reports and any other matters related to the performance of the Agreement. 5. Provide concert reports from all performances that include audience statistics, including zip code demographics of ticket buyers and tracking of new versus regular attendees. 1. TERM OF CONTRACT: The Term of this Contrect shall be from date of signing through December 31, 2015. 2. COMPENSATION TO SERVICE PROVIDER: a. 7he parties understand that the Service Provider operetes 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 2014 Aubum Symphony Orchestra Contrect March 24, 2014 Page 2 of 6 December 31. The parties agree that the marketing services provided throughout the year are adequate consideration for the City to pay the Service Provider its full consideration due for the calendar year by the end of June each year in order to support the 5ervice Providers budget cycle. b. The total contract is for $75,000 per calendar year. For 2014, the first payment of $25,000.00 will be paid upon signing this Agreement. The second payment of $25,000.00 will be paid on March 30, 2014. The third payment of$25,000.00 will be paid on June 1, 2014. For calendar year 2015, the first payment of 525,000 will be paid on January 31, 2015.The second payment of$25,000.00 will be paid:by the City to the Service Provider on March 3Q, 2015. The third payment of$25,000.00 will be paid by the City to the Service Provider on June 1, 2015. 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. 3. 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 the end of the current fiscal period, and this Agreement wiil 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. 4. RECORDS INSPECTION AND AUDIT: All compensation payments shall 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 anywork performed under this Con4ract shail 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 Contract. 5. CONTRAC7 ADMINISTRATION: This Contrect shall be administered by Auburn Symphony Orchestra Manager Lee Valenta on behalf of the Service Provide� and by Mayor or designee on behalf of the City. Any written notices required by terms of this Contract shall be served or mailedto the following addressees unless changed by written notice to [he 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 6. NOTICES: All notices or communications permitted or required to be giyen under this Contract shall be in writing and shall be deemed to have been duly giyen if deliyered in person or deposited in the United States mail postage prepaid for mailing by certified mail retum receipt requested andaddressed if to a party of this Contrect to the address 2014 AubumSymphony Orchestra Contract March 24, 2014 Page 3 of 6 setforth next to such party ssignature at the end of this Contract or if to a person not a party to this Contract to the address designated by a pa rty to this Contract in the foregoing manner Any party may change his or its address by giving notice in writing stating his or its new address to any other party all pursuant to the procedure set forth in this section of the Contract. 7. INSURANCE:The Service Providershall be responsible for maintaining during the term of this Contract and at its sole cost and expense insurance covereges in amounts not less than the amounts set forth herein below. The Service Provider shail furnish evidence satisfactory to the City of all such policies during the term hereof the Seryice Provider shall take out and maintain in full force and effect the following insurance policies: a. Comprehensive generel liability insurance including automobile and property damage insuring the City and the Service Provider against loss or liability for damages foc personal injury death or property damage arising out of or in connection with the performance by the Service Provider of its obligations hereunder with minirrium liability limits of $1,000,000.00 combined single limit for personal injury death or property damage in anyone occurrence. b. Such workmen s compensation and other similar insurance as may be required by law. 8. INDEMNIFICATION: The Service Provider shall indemnify and hold harmless the City and its officers agents and employees or any of them from any and all claims actions suits liability loss costs expenses and damages of any nature whatsoever by any reason of or arising out of the negligent act or omission of the Service Provider its officers agents employees or any of them relating to or arising out of the performance of this Confract. Jf a final judgment is rendered against the City its officers agents employees and or any of them or jointly against the City and the Service Provider and their respective officers agents and employees or any of them the Service Provider shall satisfy the same to the extent that such judgment was due to the Service Provider s negligent acu or omissio�s: 9. RESTRICTION AGAINST ASSIGNMENT: Service Provider shall not assign this Contract or any interest herein nor any money due or to become due hereunder without first obtaining the written consent of the City nor shall the Service Provider subcontract any part of the services to be performed hereunder without first obtaining the written consent of the City. 10. AMENDMENT MODIFICATION OR WAIVER: No amendment modification or waiver of any condition provision or term of this Contract shall be valid or of any effect unless made in writing signed by the party or parties to be bound or such party s or parties duly authorized representative s and specifying with particularity the nature and extent of such amendment modification or waiver Any waiver by any party of any default of the other party shall not effect or impair any right arising from any subsequent default 2014 Auburn Symphony Orchestra Contrect March 24, 2014 Page 4 of 6 Nothing herein shall limit the remedies or rights of the parties hereto under and pu�suant to this Contrect. 11. TERMINATION AND SUSPENSION: Either party may terminate this Contract upon Ninety (90) days written notice to the other party It is provided however that if the Service Provider has performed services pursuant to the Contrect the Service Provider shall be compensated for such services in accordance with the rate of compensation provided herein. 12. PARTIES IN INTEREST: This Contract shail be binding upon and the benefits and obligations provided for herein shall inure to and bind the parties hereto and their respective successors and assigns provided that this section shall not be deemed to permit any transfer or assignment otherwise prohibited by this Contract This Contract is for the exclusive benefit of the parties hereto and it does not create a contrectual relationship with or exist for the benefit of any third party including contractors sub contractors and their sureties. 13. COSTSTO PREVAILING PARTY: In the event of litigation or other legal action to enforce any rights responsibilities or obligations under this Contrect the prevailing parties shall be entitled to receive its reasonable costs and attorney's fees. 14. APPLICABLE LAW: This Contract and the rights of the parties hereunder shall ,be governed by the interpreted in accordance with the laws of the State of Washington and venue for any action hereunder shall be King County State of Washington provided however that it is agreed and understood that any applicable statute of limitation shalP commence no later than the substantial completion by the Service Provider of the services. 15. CAPTIONS HEADINGS AND TITLES: All captions headings or titles in the paregrephs or sections of this Contrect are inserted for convenience of reference only and shall not constitute a part of this Contrect or act as a limitation of the scope of the particular _ paregraph or sections to which they apply As used herein where appropriate the singular shall include the plural and vice versa and masculine feminine and neuter expressions shall be interchangeable Interpretation or construction of this Contract shall not be affected by any dete�mination as to who is the drafter of this Contract this Contract having been drafted by mutual agreement of the parties. 16. SEVERABLE PROVI510N5: Each provision of this Contract is intended to be severable If any provision hereof is found by a court of competent jurisdiction to be illegai or invalid or not applicable to any person or circumstance for any reason whatsoever such illegality invalidity or non applicability shall not affect the legality or validity of the remainder of this Contract or its applicability to other persons or circumstances. 17. ENTIRE AGREEMENT: This Contract contains the entire understanding of the parties hereto in respect to the transactions contemplated hereby and supersedes all prior 2014 Auburn Symphony-0rchestra Contract March 24, 2014 Page 5 of 6 agreements contracts and understandings between the parties with respect to such subject matter. 18. COUNTERPARTS: This Contract may be executed in multiple counterparts each of which shall be one and the same Contract and shall 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 firstset forth above: AUBURN SYMPHONY ORCHESTRA CITY OF AUBURN ������� Il.,� ancy B u , Mayor 7itl_e:�2.ne.rD-P 1 iGLvtt�GP�' �ate: � -9 ' /'� oate: APR — 7 2014 ATTEST: ��� �"�"`°" � Danielle Daskam, City Clerk APPROVED TOfORM: niel B. Heid, City Attomey 2014 Auburn Symphony Orchestra Contrect March 24,2014 Page 6 of 6