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CITY OF AUBURN AGREEMENT
FOR CONSULTING SERVICES
THIS AGREEMENT made and entered into on this 13th day of October, 2006, by and
between the City of Auburn, a municipal corporation of the State of Washington, hereinafter
referred to as "City" and JBL Public Relations Strategies, a corporation of the State of
Washington, hereinafter referred to as the "Consultant."
WIT N E SSE T H:
WHEREAS, the City is engaged in its project of promoting tourism, hotel occupancy and
attendance at Auburn events, and is in need of services of individuals, employees or firms for
marketing and public relations work on said project, and,
WHEREAS, the City desires to retain the Consultant to provide certain services III
connection with the City's work on said project; and,
WHEREAS, the Consultant is qualified and able to provide consulting services in
connection with the City's needs for the above-described work/project, and is willing and
agreeable to provide such services upon the terms and conditions herein contained.
NOW, THEREFORE, the parties hereto agree as follows:
1. Scope of Services.
The Consultant agrees to perform in a good and professional manner the tasks described
on Exhibit "A" attached hereto and incorporated herein by this reference. (The tasks
described on Exhibit "A" shall be individually referred to as a "task," and collectively
referred to as the "services.") The Consultant 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
Consultant 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 Consultant's performance of the services there under, except as may be
provided to the contrary in Section 3 of this 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 this Agreement as originally executed. The
performance of services pursuant to an addendum shall be subject to the terms and
conditions of this 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 ofthis Agreement.
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3. Performance of Additional Services Prior to Execution of an Addendum.
The parties hereby agree that situations may arise in which services 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 Consultant's performance of the requested services. The
Consultant hereby agrees that it shall perform such services upon the oral request of an
authorized representative of the City 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 as described in Section 7 ofthis Agreement.
4. Consultant's Reoresentations.
The Consultant hereby represents and warrants that he has all necessary licenses and
certifications to perform the services provided for herein, and is qualified to perform such
servIces.
5. City's Resoonsibilities.
The City shall do the following in a timely manner so as not to delay the services of the
Consultant:
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 and the services provided for herein.
c. Arrange for access to the property or facilities as required for the Consultant to
perform the services provided for herein.
d. Examine and evaluate all studies, reports, memoranda, plans, sketches, and other
documents prepared by the Consultant and render decisions regarding such
documents in a timely manner to prevent delay of the services.
6. 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.
7. Comoensation.
As compensation for the Consultant's performance of the services provided for herein,
the City shall pay the Consultant the fees and costs specified on Exhibit "B" attached
hereto and made a part hereof (or as specified in an addendum). The Consultant shall
submit to the City an invoice or statement of time spent on tasks included in the scope of
work provided herein, 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 Consultant thereafter in the normal course, subject to any conditions or provisions
in this Agreement or addendum.
8. Time for Performance and Term of Agreement.
The Consultant shall perform the services provided for herein in accordance with the
direction and scheduling provided on Exhibit "C" attached hereto and incorporated herein
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by this reference, unless otherwise agreed to in writing by the parties. The Term of this
Agreement shall commence on the 23rd day of October, 2006, and shall terminate upon
completion of the performance of the scope of work provided herein, according to the
schedule provided on Exhibit "C" attached hereto, unless otherwise agreed to in writing
by the parties.
9. 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.
10. 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.
11. 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.
12. Administration of Agreement.
This Agreement shall be administered by Jane Baxter Lynn, 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:
City of Auburn
Auburn City Hall
25 West Main
Auburn, WA 98001-4998
(253) 931-3000 FAX (253) 931-3053
Consultant
JBL Public Relations Strategies
365 Prospect Street
Seattle WA 98109
206-283-2404 CELL 206-550-1620
13. 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 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.
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Any party may change his, her or its address by giving notice in writing, stating his, her
or its new address, to any other party, all pursuant to the procedure set forth in this
section of the Agreement.
14. Indemnification.
The Consultant 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 Consultant, 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 Consultant and their respective officers, agents and employees,
or any of them, the Consultant shall satisfy the same to the extent that such judgment was
due to the Consultant'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 this Agreement upon not less than seven (7) days written notice
to the Consultant if the services provided for herein 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" hereof.
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18. Parties in 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 respectiye 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 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. 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 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, such 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 hereto in respect to the
transactions contemplated hereby and supersedes all prior agreements and understandings
between the parties with respect to such 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 ofthe 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.
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CITY OF AUBURN
Peter
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Attest:
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Danielle Daskam City Clerk
CONSULTANT
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e: .../'1<..1 No c..., Pr"t"1-
Name:
Title:
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STATE OF WASHINGTON )
) ss.
COUNTY OF )
ON THIS day of , 200 , before me, personally
appeared and , to
me known to be the and of
the Consultant, the corporation/company that executed the within and foregoing instrument, and
acknowledged said instrument to be hislher/their the free and voluntary act and deed of said
corporation/company, for the uses and purposes therein mentioned, and on oath stated that they were
authorized to execute said instrument.
GIVEN under my hand and official seal this
day of
,200_.
NOTARY PUBLIC in and for the State of
Washington, residing at
My Commission Expires:
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EXHIBIT A
TASKS AND SERVICES
The Consultant's primary role will be assist the Auburn Tourism Board to maximize value from
its future PR and marketing efforts through the development of a strategic public
relations/communications and marketing plan to serve as a platform for all future activities;
identify possible partnerships, assist the Board in the selection of an appropriate Public Relations
agency, and provide the tools to manage and ensure value for money from the agency. At a
minimum, Consultant will:
1. Prepare a draft strategic PR/communications/marketing plan, to include:
o An evaluation and overview of what the City of Auburn is currently doing to market
itself through its various bodies (Mayor's office, ADA, Chamber, Parks Dept., Economic
Development, and the Tourism Board itself)
o Determining what the real (e.g. infrastructure) and perception challenges are facing
Auburn's tourism development and promotion (this would include a review of existing
materials and development of a questionnaire to be completed by key stakeholders)
o Identifying target markets and audiences
o Developing key messages for tourism promotion based on what the City has to offer and
how it differentiates itself
o Proposing overall strategies for tourism promotion
o Suggesting tactics based on the above and the Board's budget.
2. Provide a list with contact information for possible partnerships, including groups
regularly organizing visits to Auburn. Working with the Chamber Visitor's Center, create a
template for a visitor's packet targeted to these groups
3. Create a standard Fact Sheet, which will form the basis of all communications
4. Make proposals for future PR firm role based on clearly defined goals and expectations
(this would include preparation of an RFP; development of an agency profile, based on
needs; assistance with sourcing appropriate agencies, and a checklist for managing the new
PR agency to ensure maximum benefit)
5. Work with eat's Eye Group to enhance www.morethanyouimagine.com website structure
and content, including preparation of text and search engine positioning, links on other sites
etc.
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EXHIBIT B
COSTS
The activities established by the scope of work will 120 hours. The project fee will be $16,250,
including all day-to-day office expenses and travel to meetings in Auburn. Any exceptional
expenses will be reviewed by the Tourism Board Chair in advance ofthe expense being incurred
and upon the concurrence of the Chair, submitted to the City for approval.
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EXHIBIT C
TIME OF PERFORMANCE
Consultant shall provide 120 hours of services by February 26,2007.
Consultant will provide the City with a monthly statement of work performed in conjunction
with an invoice for payment. Payment will be made in equal monthly installments with a total
amount of$16,250. Providing the statement of work performed and hours worked are agreed
upon, the City will process the invoice within 30 days of receipt and distribute payment.
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~~.1 ~~ Il
ADDENDUM #1 TO OCTOBER 13, 2006 CONSULTING SERVICES
AGREEMENT BETWEEN THE CITY OF AUBURN AND JBL PUBLIC
RELATIONS STRATEGIES RELATING TO TOURISM PROMOTION
I Lr ~----
THIS ADDENDUM is made and entered into this ~ day of ,
2007, by and between the CITY OF AUBURN, a municipal corporation of the S ate of
Washington (hereinafter referred to as the "CITY"), and JBL Public Relations Strategies
(hereinafter referred to as the "CONSULTANT"), as an Addendum to the Agreement
between the parties executed on the 13th day of October 2006.
The changes to the agreement are described as follows:
1. CONTRACT TERM: The term of the Agreement for Professional Services is to
include an additional 77 hours of work.
2. SCOPE OF WORK: The scope of work is amended to include the following tasks:
• Finish writing the marketing plan and to produce the final document
• Complete the website re-design, including coordinating information from the City,
Auburn Area Chamber or Commerce and the Auburn School District
• Meet with Sound Transit, Auburn Regional Medical Center (ARMC), the new
owners of the Auburn Reporter, etc
• Meetings and meeting preparations
• Write and prepare a PowerPoint presentation to educate the local community on
what Auburn has to offer and how tourism benefits the community
3. COMPENSATION: The amount of this addendum is $9,240. The total contract
amount is increased to a total of $25,490. The rate of compensation for this
addendum shall be $120 per hour. There is no change to the amount authorized in
the original agreement.
REMAINING TERMS UNCHANGED: That all other provisions of the Agreement
between the parties for consulting services executed on the 13th day of October 2006,
shall remain unchanged, and in full force and effect.
IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the
day and year first above written.
JBL PUBLIC RELATIONS STRATEGIES
By: V~
Aut rized ture
J ~~ ~vtx-r-~x. Lti~.tr-J
--------------------------------------------------------------------
Resolution No. 4156
Amendment No. 1 for Agreement
JBL Public Relations
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ATTEST (Optional): ATTEST:
By: /`
Its: Danielle E. Daskam, Auburn City Clerk
Approved as to form (Optional):
Attorney for (Other Party)
s
Daniel B. Hei~t-Auburn City At'tQrney
Resolution No. 4156
Amendment No. 1 for Agreement
JBL Public Relations
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