HomeMy WebLinkAboutAgreement between COA & Reelrenton (3) 9-OW)
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Version date 10.17.19
CITY OF AUBURN AGREEMENT
FOR SERVICES
THIS AGREEMENT is made and entered into on this 11-'( day of alae..( ,2019,by and between
the City of Auburn, a municipal corporation of the State of Washington, ("City")and Reelrenton, a Washington
non-profit corporation("Consultant").
RECITALS :
1. The City wishes to hire the Consultant to provide tourism event management services in connection with the
City's Auburn Film Festival.
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2. The Consultant is qualified and able to provide consulting services in connection with the City's needs for
this project,and is willing and agreeable to provide the services on the terms and conditions in this Agreement.
AGREEMENT:
In consideration of the mutual promises contained in this Agreement, the parties agree as follows:
1. Scope of Services.
The Consultant agrees to perform the tasks described in Exhibit "A". The Consultant shall perform the
services as an independent contractor and shall not be deemed,by virtue of this Agreement to have entered
into any partnership,joint venture, employment or other relationship with the City.
2. Additional Services.
The parties may agree to the performance by the Consultant of additional services by written amendment
to this agreement. Consultant agrees that it shall perform additional services on the oral request of an
authorized representative of the City pending execution of an amendment.
3. Consultant's Representations.
The Consultant represents and warrants that it has all necessary licenses and certifications to perform the
services provided for in this Agreement,and is qualified to perform those services.
4. City's Responsibilities.
The City shall:
a. Designate in writing a person to act as the City's representative with respect to the services. The
City's designee shall have complete authority to transmit instructions, receive information,
interpret and define the City's policies and decisions with respect to the services.
b. Furnish the Consultant with all information, criteria, objectives, schedules and standards for the
project.
c. Examine and evaluate all studies,reports,memoranda,plans,and other documents prepared by the
Consultant and render decisions regarding such documents in a timely manner.
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5. Acceptable Standards.
The Consultant shall be responsible to provide, in connection with the services contemplated in this
Agreement,work product and services of a quality and professional standard acceptable to the City.
6. Compensation.
As compensation for the Consultant's performance of the services provided for in this Agreement, the
City shall pay the Consultant the fees and costs specified on Exhibit"A"up to a total contract amount not
to exceed ten thousand four hundred dollars ($10,400.00) without further written permission from the
City. The Consultant shall submit to the City an invoice or statement of time spent on tasks included in
the scope of work,and the City shall process the invoice or statement in the next billing cycle following
receipt of the invoice or statement, and shall remit payment to the Consultant, subject to any conditions
or provisions in this Agreement or addendum.
7. Time for Performance and Term of Agreement.
The Term of this Agreement shall commence on the date of execution. The work shall be completed on
or before March 6,2020.
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8. Ownership and Use of Documents.
All documents, reports, memoranda, diagrams, sketches, plans, surveys, design calculations, working
drawings and any other materials created or otherwise prepared by the Consultant as part of his
performance of this Agreement(the"Work Products")shall be owned by and become the property of the
City,and may be used by the City for any purpose beneficial to the City.
9. 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 Agreement 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 Agreement.
10. Continuation of Performance.
In the event that any dispute or conflict arises between the parties while this Contract is in effect, the
Consultant agrees that, notwithstanding such dispute or conflict,the Consultant shall continue to make a
good faith effort to cooperate and continue work toward successful completion of assigned duties and
responsibilities.
11. Administration of Agreement. j
This Agreement shall be administered by Warren Etheredge,on behalf of the Consultant,and by the Mayor
of the City,or designee,on behalf of the City. Any written notices required by the terms of this Agreement
shall be served on or mailed to the following addresses: 4
City of Auburn Consultant
Auburn City Hall Reelrenton
25 West Main Ben Andrews
Auburn,WA 98001-4998 625 S 4th St
(253) 804-3101 Renton,Wa 98057
(253)288-2123 (FAX) 253.861.7755
dlein@auburnwa.gov bandrews@gorenton.com
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12. Notices.
All notices or communications permitted or required to be given under this Agreement shall be in writing
and shall be deemed to have been duly given if delivered in person pr deposited in the United States mail,
postage prepaid,for mailing by certified mail,return receipt requested,and addressed,if to a party of this
Agreement,to the address for the party set forth above,or if to a person not a party to this Agreement,to
the address designated by a party to this Agreement in the foregoing manner.
Any party may change their address by giving notice in writing to the other party.
13. Insurance.
The Consultant shall be responsible for maintaining,during the term of this Agreement and at its sole cost
and expense,the types of insurance coverages and in the amounts described below. The Consultant shall
furnish evidence,satisfactory to the City,of all such policies. During the term hereof,the Consultant shall
take out and maintain in full force and effect the following insurance policies:
a. Automobile Liability in an amount not less than$1,000,000 dollars per occurrence covering all owned,
non-owned,hired and leased vehicles. Coverage shall be written on Insurance Services Office(ISO)
form CA 00 01 or a substitute form providing equivalent liability coverage.
b. Commercial General Liability insurance shall be written with limits no less than $1,000,000 each
occurrence,$2,000,000 general aggregate, and shall be at least as broad as ISO occurrence form CG
00 01 and shall cover liability arising from premises,operations,stop-gap independent contractors and
personal injury and advertising injury. The City shall be named as an additional insured under the
Consultant'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 CG 20 26.
c. Certificate of Insurance for worker's compensation coverage, or a Sole Proprietor Waiver if the 5
Consultant have no employees,provided that if a Certificate of Insurance is provided,the insurer must
agree to waive all rights of subrogation against the City,its officers,agents,employees,and volunteers
for losses arising from work performed by the Consultant for the City.
On execution of this Agreement by the Consultant,the Consultant shall furnish to the City copies of the
Certificates of Insurance drawn in conformity with the above insurance requirements. The city reserves
the right to refuse payment until it receives the certificates or certified copies of the insurance policies.
The Consultant's insurance coverage shall be primary insurance as respects the City. Any insurance or
insurance pool coverage maintained by the City shall be excess of the Consultant's insurance and shall
not contribute with it. If the consultant maintains higher insurance limits than the minimums shown,the
city shall be insured for the full available limits maintained by the consultant irrespective of whether the
limits are greater than those required by this Agreement or whether any certificate of insurance furnished
to the city evidences limits of liability lower than those maintained by the Consultant.
If a policy does expire during the term of this Agreement, a renewal certificate must be sent to the City
fifteen(15)days prior to the expiration date of the policy.
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Failure on the part of the Consultant to procure and maintain the required liability insurance and provide
proof of coverage to the City within ten (10) days following the commencement of a new policy, shall
constitute a material breach of this Agreement,and the City may immediately terminate this Agreement.
The City reserves the right to continue payment of any insurance premiums otherwise due and payable by
the Consultant and to deduct reimbursement from amounts due or subsequently due to the Consultant as
described in Exhibit A.
14. Indemnification.
The Consultant shall indemnify,defend and hold harmless the City and its officers,agents,employees and
volunteers from any and all claims, actions, suits, liability, loss, costs, expenses, and damages of any
nature whatsoever, including attorney fees, by any reason of or arising out of the act or omission of the
Consultant,its officers,agents,employees,or any of them relating to or arising out of the performance of
this Agreement except for injuries and damages caused by the sole negligence of the City.
15. Assignment.
Neither party to this Agreement shall assign any right or obligation under this Agreement in whole or in
part,without the prior written consent of the other party. No assignment or transfer of any interest under
this Agreement shall be deemed to release the assignor from any liability or obligation under this
Agreement,or to cause any liability or obligation to be reduced to a secondary liability or obligation.
16. Amendment,Modification or Waiver.
No amendment, modification or waiver of any condition, provision or term of this Agreement shall be
valid or of any effect unless made in writing,signed by the party or parties to be bound,or that 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 in this Section shall limit the remedies or rights of the parties.
17. Termination and Suspension.
Either party may terminate this Agreement on written notice to the other party if the other party fails
substantially to perform in accordance with the terms of this Agreement through no fault of the party
terminating the Agreement.
The City may terminate this Agreement upon not less than seven(7)days written notice to the Consultant
if the services are no longer needed from the Consultant.
If this Agreement is terminated through no fault of the Consultant,the Consultant shall be compensated
for services performed prior to termination in accordance with the rate of compensation provided in
Exhibit"B".
18. Parties in Interest.
This Agreement shall be binding on,and the benefits and obligations of this Agreement shall inure to and
bind,the parties and their respective successors and assigns,provided that this section shall not be deemed
to permit any transfer or assignment otherwise prohibited by this Agreement. This Agreement is for the
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exclusive benefit of the parties and it does not create a contractual relationship with or exist for the benefit
of any third party, including Consultant,sub-Consultant and their sureties.
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19. Costs to Prevailing Party.
In the event of such litigation or other legal action, to enforce any rights, responsibilities or obligations
under this Agreement, the prevailing party shall be entitled to receive its reasonable costs and attorney's
fees.
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20. Applicable Law.
This Agreement and the rights of the parties shall be governed by the laws of the State of Washington and
venue for any action shall be in King County, Washington; Any applicable statute of limitation shall
commence no later than the substantial completion by the Consultant of the services.
21. Captions,Headings and Titles.
All captions,headings or titles in the paragraphs or sections of this Agreement are inserted for convenience
of reference only and shall not constitute a part of this Agreement or act as a limitation of the scope of the
particular paragraph or sections to which they apply. Unless otherwise clear from the context,the singular
shall include the plural and vice versa and masculine, feminine and neuter expressions shall be
interchangeable. Interpretation or construction of this Agreement shall not be affected by any
determination as to who is the drafter of this Agreement,this Agreement having been drafted by mutual
agreement of the parties.
22. Severable Provisions.
Each provision of this Agreement is intended to be severable. If any provision hereof is illegal or invalid
for any reason whatsoever,that illegality or invalidity shall not affect the validity of the remainder of this
Agreement.
23. Entire Agreement.
This Agreement contains the entire understanding of the parties and supersedes all prior agreements and
understandings between the parties with respect to the subject matter.
24. Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be one and the same
Agreement and shall become effective when one or more counterparts have been signed by each of the
parties and delivered to the other party.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed effective the day and
year first set forth above.
CITY OF AUBURN CONSULTANT
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Approv as to form:
Steve Gross, City Attorney
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EXHIBIT A: SCOPE&TIMELINE
The Festival Director shall be responsible for the following elements of the Film Festival while remaining
within budget for necessary expenditures prior and during the Festival.
Festival Marketing,Film Selection,and Program
• Work with City of Auburn on the branding of the festival.
• Oversee the management and marketing of film submission campaign.
• Work with City of Auburn staff to curate the festival program to ensure that is in line with selected
festival theme;that all appropriate licenses and permissions have been granted in writing;and all F
films have been submitted in the correct format.
• Festival Director will Organize the Jury and the Jury Awards program for Festival.
• Oversee the coordination of special events such as Q&A panels,special guests,social events,etc.
Coordination will include ensuring special guests are secured and given proper information and
training,working with City staff to organize social events outside of film viewing times, secure all
logistical needs such as audio visual items.Venue reservations or other needs specific to event.
• Work with City of Auburn staff to identify Volunteer needs and responsibilities during the festival.
• Conduct volunteer training sessions to conclude not later than one week prior to festival weekend.
Training shall include:knowledge of festival schedules and basic knowledge of films and thematic
elements,appropriate customer service expectations,knowledge of venue and associated rules and
regulations related to the venue,and emergency protocols
• Provide content for descriptions of films and events,photo assets,and trailers for festival program
and festival website.
Venue Management
• Confirmation that logistical operations leading up to and the duration of the film festival are appropriate.
This includes:confirming appropriate staff and volunteers training and all aspects of duties have been
made clear; confirmation of any permits or signed agreements needed
• Work with City of Auburn staff to ensure all Audio Visual needs are clearly communicated and in line
with stated venue policies
Publicity and Marketing to Film Industry(includes Jury,Producers,Industry Sponsors)
• Manage/execute content creation&tactics/collateral for volunteers,film submissions, industry sponsors.
• Provide content to City of Auburn staff to be used for press releases,tourism and festival websites,
newsletters,and social media outlets for the Auburn Adventure Film Festival.
• Utilize industry network to secure sponsors,press, filmgoer attendance and publicity.
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• Assist in the administration of the Facebook and Instagram account for the Auburn Adventure Film
Festival. Ownership of websites, social media accounts or other digital marketing(i.e to film attendee
audiences)will be the property of and under the supervision of the City of Auburn.
SCHEDULE OF DELIVERABLES AND INVOICING
• Devise a 2020 AAFF Action Plan with Tourism Coordinator for Festival preparation and management
by October 18,2019.
• Provide photo assets,trailers, and signed Screening Agreements from filmmakers no later than January
1,2019.
• Provide Festival Program lineup no later than January 10,2020
• Oversee Festival Operations,February 21 —23,2020.
• Provide analytics of filmgoer attendance,attendee surveys,festival feedback,tally media coverage and
other relevant festival data.To be submitted to the City of Auburn on or before March 6,2020.
EXHIBIT B: PAYMENT TERMS
• Payment 1: $3,000 to be invoiced upon completion of a 2020 AAFF Action Plan to be invoiced on or
before October 18,2019.
• Payment 2: $3,000 to be invoiced upon delivery of Festival Program,photo assets,trailers,and signed
Screening Agreements to invoiced on January 10,2020.
• Payment 3: $3,000 to be invoiced upon conclusion of Film Festival Operations,February 23,2020.
• Payment 4: $1,400 to be invoiced upon delivery of report of festival analytics to be submitted to
Tourism Coordinator by March 6,2020.
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