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HomeMy WebLinkAbout5252 RESOLUTION NO. 5 2 5 2 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 TOURISM PROMOTION SERVICES WHEREAS, the City is interested in promoting and marketing Auburn as a tourist Destination; and WHEREAS, there are activities located and occurring within the corporate boundaries of the City the promotion of which would be beneficial to the City and to the residents and businesses of the City; and WHEREAS one source of such activities is the Auburn Symphony Orchestra, the Service Provider, herein; and WHEREAS, a program of advertising for such events would help to insure the success of such activities by informing people about them encouraging people to attend and attracting tourists to the City; and WHEREAS, in order to advertise the City, attract visitors, and encourage tourism it would be advantageous for the City to contract with the Service Provider for promotional services in connection therewith. 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 Auburn Symphony Orchestra for tourism promotion services, which agreement shall be in substantial conformity with the agreement attached hereto as Exhibit A and incorporated herein by this reference. Resolution No. 5252 October 19, 2016 Page 1 of 2 Section 2. That the Mayor is authorized to implement such administrative procedures as may be necessary to carry out the directives of this legislation. Section 3. That this Resolution shall take effect and be in full force upon passage and signatures hereon. s1" Dated and Signed this �I' day of , 2016. CITY OF AUBURN Nt( NCY BA •S, MAYOR ATTEST: • 44,Q1,Z4i1A---- Danielle E. Daskam, City Clerk APPR• ED A O FORM: ta,„ • 4 A_1611" rnie B. Hei•, CityAttorney Resolution No. 5252 October 19, 2016 Page 2 of 2 Exhibit A, Resolution No. 5252 CITY OF * A • -,111.1111 .111. y_ A. WASHINGTON CITY OF AUBURN and AUBURN SYMPHONY ORCHESTRA CONTRACT FOR SERVICES THIS CONTRACT is made and entered into on the .\' day of `C-NovQ k 2016, by and between the CITY OF AUBURN, a municipal corporation 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"ASO,"on the following terms and conditions. 1. SCOPE OF SERVICES BY SERVICE PROVIDER The. Service Provider shall 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 well as 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 shall be from January 1, 2017, through December 31, 2017. 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 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 Service Provider's budget cycle. b. The total contract is for $75,000 per calendar year. For 2017, the first payment of $25,000.00 will be paid on January 31, 2017.The second payment of$25,000.00 will be paid on March 30, 2017. The third payment of$25,000.00 will be paid on June 1, 2017. 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 2017 Auburn Symphony Orchestra Contract October 19, 2016 Page 1 of 6 Exhibit A, Resolution No. 5252 make payments for Services or amounts incurred after the end of the current fiscal period, and this 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 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 any work performed under this Contract shall 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. 6. CONTRACT ADMINISTRATION: This Contract shall be administered by Auburn Symphony Orchestra Manager Lee Valenta on behalf of the Service Provider and by Mayor or designee on behalf of the City. Any written notices required by terms of this Contract shall 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 7. NOTICES: All notices or communications permitted or required to be given under this Contract shall be in writing and shall be deemed to have been duly given if delivered in person or deposited in the United States mail postage prepaid for mailing by certified mail return receipt requested and addressed if to a party of this Contract to the address set forth next to such party s signature at the end of this Contract or if to a person not a party to this Contract to the address designated by a party 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. 8. INSURANCE: The Service Provider shall be responsible for maintaining during the term of this Contract and at its sole cost and expense insurance coverages in amounts not less than the amounts set forth herein below.The Service Provider shall furnish evidence satisfactory to the City of all such policies during the term hereof the Service Provider shall take out and maintain in full force and effect the following insurance policies: a. Comprehensive general liability insurance including automobile and property damage insuring the City and the Service Provider against loss or liability for damages for personal injury death or property damage arising out of or in connection with the performance by the Service Provider of its obligations hereunder with minimum 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. 2017 Auburn Symphony Orchestra Contract October 19,2016 Page 2 of 6 Exhibit A, Resolution No. 5252 9. 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 Contract. If 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 acts or omissions. 10. 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. 11. 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 Nothing herein shall limit the remedies or rights of the parties hereto under and pursuant to this Contract. 1. 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 Contract the Service Provider shall be compensated for such services in accordance with the rate of compensation provided herein. 13. PARTIES IN INTEREST:This Contract shall 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 contractual relationship with or exist for the benefit of any third party including contractors sub contractors and their sureties. 14. 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 parties shall be entitled to receive its reasonable costs and attorney's fees. 15. 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 shall commence no later than the substantial completion by the Service Provider of the services. 2017 Auburn Symphony Orchestra Contract October 19, 2016 Page 3 of 6 Exhibit A, Resolution No. 5252 16. 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 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 determination as to who is the drafter of this Contract this Contract having been drafted by mutual agreement of the parties. 17. SEVERABLE PROVISIONS: Each provision of this Contract is intended to be severable If any provision hereof is found 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 shall not affect the legality or validity of the remainder of this Contract or its applicability to other persons or circumstances. 18. ENTIRE AGREEMENT: This Contract contains the entire understanding of the parties hereto in respect to the transactions contemplated hereby and supersedes all prior agreements contracts and understandings between the parties with respect to such subject matter. 19. 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 first set forth above: AUBURN SYMPHONY ORCHESTRA CITY OF AUBURN Cujjaf2./2,(A FLO-- NancyKin?„,..,.. Backus or Title: qeike9-4) Mia(Qif — Date:�• 3 0 _74)/k Date: NOV 21 2016 ATTEST: Danielle Daskam, City Clerk APP' % , DASTx: / /0" iel B. Heid, City Attorney 2017 Auburn Symphony Orchestra Contract October 19, 2016 Page 4 of 6 Exhibit A, Resolution No. 5252 Contractor: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 will produce, at the minimum, three full symphony programs, four chamber concerts, three summer concerts each performing arts season. 3. ASO will conduct outreach into Auburn public schools and offer reduced price student tickets. 4. Conduct outreach to new audiences through programming and marketing efforts. 5. Participate in community events and/or festivals 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 appropriate public announcements, programs, advertising, and other forms of notice relating to the activity and service covered under this agreement and produced by, for, and under 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 to members of the City Council and Auburn Arts Commission for purposes of evaluation to at least three performances each year. 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 financial and other records, upon request, to determine compliance with this agreement. 6. Include City Council members and Arts Commissioners in their mailing list Payment Schedule Phase I: To be completed by January 31, 2017. NTE $25,000.00 upon receipt or completion of the following:. • Full execution of this contract • Receipt of completed invoice • Receipt of schedule of activities and programming for 2016-17 performing arts season 2017 Auburn Symphony Orchestra Contract October 19, 2016 Page 5 of 6 Exhibit A, Resolution No. 5252 • Submission of all printed material and copies of paid advertisements completed between June 2016 and January 20171. • Attendance reports for concerts; including zip code demographic summary of patrons and student discount tickets claimed, and tracking of new versus returning attendees. • Outline summary of outreach activities and community participation efforts • Receipt of annual report from prior ASO fiscal year • Submission of marketing plan and budget for ASO 2016-2017 performing arts season Phase H: To be completed by March 30, 2017. NTE $25,000.00 upon receipt or completion of the following: • Receipt of completed invoice • Submission of all printed material and copies or documentation of paid advertisements completed between January 2017 and March 2017 • Attendance reports for ASO concerts; including zip code demographic summary of patrons and student discount tickets claimed, and tracking of new versus returning attendees. • Outline summary of outreach activities and community participation efforts Phase Ill: To be completed by June 1, 2017. NTE $25,000.00 upon receipt or completion of the following: • Receipt of completed invoice • Submission of all printed material and copies of paid advertisements completed between March 2017 and June 2017. • Attendance reports for ASO concerts; including zip code demographic summary of patrons and student discount tickets claimed, and tracking of new versus returning attendees. • Outline summary of outreach activities and community participation efforts • Summary of annual fundraiser 1 NOTE:While this Contract covers performances during 2016 and 2017,references are made to the ASO's 2015- 2016 season,which includes periods covered in this Contract. 2017 Auburn Symphony Orchestra Contract October 19, 2016 Page 6 of 6