HomeMy WebLinkAboutJoshua Dunham DBA Luminance Media Services~~~K FL
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CITY OF AUBURN AGREEMENT FOR SERVICES
THIS AGREEMENT made and entered into on this 1~ day of >pvn 007, by and
between the City of Auburn, a municipal corporation of the State of Washington, hereinafter referred to
as CITY and Joshua Dunham dba Luminance Media Services, whose address is, 1911 SW Campus
Dr. #422, Federal Way, WA 98023, hereinafter referred to as PROVIDER.
In consideration of the covenants and conditions of this AGREEMENT, the parties hereby agree
as follows:
Scope of Work
The PROVIDER agrees to perform in a good and professional manner the tasks described on
Exhibit A, wish is attached hereto and by this reference made a part of this AGREEMENT.
The PROVIDER shall perform the services as an independent contractor and shall not be
deemed, by virtue of this AGREEMENT and the performance thereof, to have entered into
any partnership, joint venture, employment or other relationship with the CITY.
2. Additional Services
From time to time hereafter, the parties hereto may agree to the performance by the
PROVIDER of additional services with respect to related work or projects. Any such
AGREEMENT(s) shall be set forth in writing and shall be executed by the respective parties
prior to the PROVIDER's performance of the services there under, except as may be
provided to the contrary in Section 3 of the AGREEMENT. Upon proper completion and
execution of an addendum (AGREEMENT for additional services), such addendum shall be
incorporated into this AGREEMENT and shall have the same force and effect as if the terms
of such addendum were a part of the AGREEMENT as originally executed. The performance
of services pursuant to an addendum shall be subject to the terms and conditions of the
AGREEMENT except where the addendum provides to the contrary, in which case the terms
and conditions of any such addendum shall control. In all other respects, any addendum shall
supplement and be construed in accordance with the terms and conditions of the
AGREEMENT.
Performance of Additional Services Prior to Execution of an Addendum
The parties hereby agree that situations may arise in which service other than those
described on Exhibit A are desired by the CITY and the time period for the completion of such
services makes the execution of addendum impractical prior to the commencement of the
PROVIDER's performance of the requested services. The PROVIDER hereby agrees that it
shall perform such services upon the oral request of an authorized representative of the CITY
Agreement for Provider Services
J.Dunham/Luminance, November 2007
Page 1 of 6
pending execution of an addendum, at a rate of compensation to be agreed to in connection
therewith. The invoice procedure for any such additional services shall be described in
Section 7 of this AGREEMENT.
4. PROVIDER's Representations
The PROVIDER hereby represents and warrants that it has all necessary licenses and
certifications to perform the services provided for herein, and is qualified to perform such
services.
5. CITY's responsibilities
The CITY shall do the following in a timely manner so as not to delay the services of the
PROVIDER.
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 PROVIDER with all information, criteria, objectives, schedules and standards
for the project and the services provided for herein.
6. Acceptable Standards
The PROVIDER shall be responsible to provide, in connection with the services
contemplated in the AGREEMENT, work product and services of a quality and professional
standard acceptable to the CITY.
7. Compensation
As compensation for the PROVIDER's performance of the services provided for herein, the
CITY shall pay the PROVIDER the fees and costs specified in Exhibit A (or as specified in an
addendum). The PROVIDER shall submit to the CITY an invoice or statement of the of time
spent on tasks included in the scope of work (Exhibit A) and the CITY shall process the
invoice or statement in the next billing/claim cycle following receipt of the invoice or
statement, and shall remit payment to the PROVIDER thereafter in the normal course,
subject to any conditions or provisions in the AGREEMENT or addendum.
8. Time for Performance and Term of AGREEMENT
The PROVIDER shall perform the services provided for herein in accordance with the
direction and scheduling provided on Exhibit A unless otherwise agreed to in writing by the
parties. The Term of this AGREEMENT shall commence on the date hereof and shall expire
Agreement for Provider Services
J.Dunham/Luminance, November 2007
Page 2 of 6
upon notice of termination by either party.
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 AGREEMENT is
in effect, the PROVIDER agrees that, notwithstanding such dispute or conflict, the
PROVIDER 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
This AGREEMENT shall be administered by Laurie Rose, Cultural Arts Coordinator, and Jim
Kleinbeck, Theater Operations Coordinator, for the CITY of Auburn. Any written notices
required by the terms of this AGREEMENT shall be served on or mailed to the following
addresses:
CITY of Auburn PROVIDER
Laurie Rose Joshua Dunham
Auburn Parks, Arts & Recreation
910 Ninth St. S.E.
Auburn, WA 98002
253-931-3043 phone
253-931-4005 fax
dba Luminance Media Service
1911 SW Campus Dr., #422
Federal Way, WA 98023
253-335-9789 phone
SS # 532-02-2956
12. Notices
All notices or communications permitted or required to a given under this AGREEMENT 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 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 his, her or its
address by giving notice in writing, stating new address.
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J.Dunham/Luminance, November 2007
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13. Insurance
During the term hereof, the PROVIDER shall take out and maintain in full force and effect
such workmen's compensation and other similar insurance as may be required by law.
14. Indemnification
The 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 PROVIDER, its officers, agents, employees, or any of them
relating to or arising out of the performance of this AGREEMENT. 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 PROVIDER and their respective officers, agents and employees, or
any of them, the PROVIDER shall satisfy the same to the extent that such judgment was due
to the PROVIDER's negligent acts or omissions.
15. Assignment
Neither party to this AGREEMENT shall assign any right or obligation hereunder in whole or
in part, without the prior written consent of the other party hereto. 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 such 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 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 AGREEMENT.
17. Termination and Suspension
Either party may terminate this AGREEMENT upon 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 their
AGREEMENT upon written notice to the PROVIDER pursuant to the Exhibit A attached
hereto if the services provided for herein are no longer needed from the PROVIDER. If this
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J.Dunham/Luminance, November 2007
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AGREEMENT is terminated through no fault of the PROVIDER, the PROVIDER, shall be
compensated for services performed prior to termination in accordance with the rate of
compensation proved in Exhibit A hereof.
18. Parties of Interest
This AGREEMENT 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 AGREEMENT. This AGREEMENT 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.
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 parties shall be entitled to receive its
reasonable costs and attorney's fees.
20. Applicable Law
This AGREEMENT 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 in of the County in Washington State in which the property or project is
located and if not site specific, then in King County, 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 PROVIDER 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. 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 AGREEMENT shall not be affected by any determination
as to who is the drafter of the AGREEMENT, this AGREEMENT having been drafted by
mutual AGREEMENT to the parties.
22. Severable Provisions
Each provision of this AGREEMENT is intended to be severable. If any provision hereof is
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J.Dunham/Luminance, November 2007
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illegal or invalid for any reason whateso3ever, such illegality or invalidity shall not affect the
validity of the remainder of this AGREEMENT.
23. Entire AGREEMENT
24.
This AGREEMENT contains the entire understanding of the parties hereto in respect to the
transactions contemplated here by and supersedes all prior AGREEMENTs and
understandings between the parties with respect to such subject matter.
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
assigned by each of the parties and delivered to the other party.
IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be executed effective the
day and year first set forth above.
CITY OF AUB
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Peter B. Lewis, Mayor
Attest:
Danielle E. Daskam, City Clerk
as to form:
Daniel B. Heid, City Attorney
Agreement for Provider Services
J.Dunham/Luminance, November 2007
PROVIDER
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Jos ua Dunham
Page 6 of 6
EXHIBIT A
AUBURN AVENUE THEATER
THEATER OPERATIONS SOUND TECHNICIAN
CONTRACT POSITION
COMPENSATION: $20.00 per hour
BASIC FUNCTION:
Assist with City of Auburn's Auburn Avenue Theater venue operations and theater
equipment use by user groups. Under the direction of the Cultural Arts Manager and
Theater Operations Coordinator, the Theater Technician operates and maintains all
theater sound and staging equipment for stage productions and presentations as
needed.
ESSENTIAL JOB FUNCTIONS:
Operate theater's sound equipment for and in conjunction with facility's performance
and business users, as well as for City sponsored events as needed. Coordinate needs
of facility users and communicate needs with Theater Coordinator as directed. Act as
facility supervisor when requested. Help troubleshoot technical problems as they arise.
This position requires the person in this position to perform a wide variety of skilled
tasks in advancing performances and events, and ensuring technical and logistical
needs are properly attended to, including: inspecting, testing, and modifying, as
required, all equipment prior to performance to ensure compliance with all health and
safety codes; consulting with performers, their representatives, and staff on issues
related to equipment functions; participating in the rigging and strike of theatrical sound
and overall stage setup for a variety of productions and events; assembling or
constructing devices to achieve special effects; supervising temporary personnel,
students, and/or volunteers as needed; and performing related duties as required.
This position will require working variable hours, evenings, and weekends.
KNOWLEDGE OF:
Principles and practices of technical theater operation. Sound equipment specifications
and capabilities. Sound design and operation to include, but not limited to: microphone
set-up, signal mixing, playback, recording, sound board operation and effective systems
troubleshooting. Knowledge of theatrical lighting, stage craft, theater curtain, masking,
leg and border systems, rigging a plus.
Requires excellent customer service and interpersonal skills.
ABILITY TO:
Operate and help maintain theater's sound and staging systems. Handle and resolve
conflicts and problems in a positive, professional manner. Work independently with little
direction. Communicate effectively both orally and in writing. Interact positively and
effectively with diverse individuals and a wide variety of stage productions and
presentations. Ability to perform the essential job functions.
EDUCATION & EXPERIENCE:
Requires any combination of training, education, and experience equivalent to
graduation from high school or GED, Bachelor's Degree in theater management,
technical theater, or completion of technical training or apprentice program with 1 - 3
years journey-level technical theater operations experience.
Must have knowledge of the principles of sounds transmission and amplification stage
machinery; principles and theory of electricity; use and repair of stage equipment; older
and modern stage operations conducted in small public assembly facility used for multi-
purpose uses. Ability to work from drawings, specifications, and oral requests to achieve
desired modifications; apply the principles and theories of electricity; and work long
hours accommodating a work schedule to requirements of load-ins, load-outs,
performances, and rehearsals.
The duties listed above are intended only as general illustrations of the various types of
work that may be performed. Specific statements of duties not included does not
exclude them from the position if the work is similar, related, or a logical assignment to
the position. Job descriptions are subject to change by the City as the needs of the City
and requirements of the job change.
Communication: Communicates with the general public, other City employees, vendors,
management, contractors, artists, their agents and representatives, and local user
groups in order to keep the technical aspects of venue functioning safely.
Manual/Physical: Inspects, monitors, and evaluates equipment to determine compliance
with prescribed operating, safety, and manufacturers guidelines. Performs physical
inventories, moves material weighing up to 100 pounds for distances of up to 100 feet,
using proper equipment and/or a cart or other aid to assist. Cleans work area. Works
with cleaning fluids and agents, using protective equipment, to maintain theatrical
equipment. Sets up and removes folding tables, chairs, barricades, traffic cones, or
similar equipment to accommodate ancillary events. Works in small, cramped areas.
Works at elevated levels at heights up to 100 feet. Installs, alters, maintains, and repairs
wiring and appliances related to sound systems and powered stage systems.