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HomeMy WebLinkAboutAuburn Downtown AssociationSAM u�B R ,� /O�TNAN YOU /µGINEO AGREEMENT FOR ARTISTIC SERVICE THIS AGREEMENT is made and entered into this 1t— day of ✓G , 2015, by and between the City of Auburn, Washington, a municipal corporation of the State of Washington, herein referred to as the "CITY," and the Auburn Downtown Association, herein referred to as the "ADA." WHEREAS, the CITY desires to contract with the ADA to manage public art installations in storefront windows of vacant buildings in the downtown area of Auburn, Washington, and WHEREAS, the ADA has agreed to perform the work in conformity with the terms and conditions of this Agreement NOW THEREFORE, the CITY and the ADA in consideration of the conditions and covenants herein do agree as follows: TERM OF AGREEMENT The Term of this Agreement shall be from January 1, 2015, through December 31, 2015, unless earlier terminated pursuant to the provisions hereof. The ADA shall complete the services identified in Paragraph 2, Scope of Work, below, during the term of this Agreement, unless said term has been extended or otherwise modified by written agreement signed and executed by both parties hereto. 2. SCOPE OF WORK The ADA shall perform the services of the Scope of Work at the times and locations specified in the document appended hereto, marked as Attachment A and incorporated herein by this reference. The Scope of Work shall be performed in the downtown area of Auburn, Washington, as depicted in the map appended hereto, marked as Attachment B and incorporated herein by this reference. 3. COMPENSATION The Total payment due the ADA for the services to be provided pursuant to this Agreement shall be up to $4,800. In consideration of the ADA's agreement to perform the services described in the Scope of Work hereof, the CITY shall pay the ADA a per - completed project fee of $1200.00. The ADA agrees to be responsible for payment of any and all taxes which may be due as a result of performance or payments under this Agreement. 4. PAYMENTSCHEDULE ADA- COA Contract 2015 Page i of 6 a 5. 7, /AuBURN F �Op[TNAN rou,�cNEO The CITY shall pay the ADA Compensation as outlined in Paragraph 3, Compensation. The payments to the ADA shall be in accordance with the procedures and regulations of the Finance Department of the CITY. A. Per project fee of $1200.00 will paid upon receipt of invoice on a per - project/installation basis. The payment to ADA shall be in compliance with the regulations of the CITY Finance Department. ADA agrees to be responsible for payment of any and all taxes, which may be due as a result of performance under this contract. PERSONNEL AND SUB - CONTRACTING The ADA may provide such employees or independent contractors as the ADA deems appropriate, and as the CITY deems acceptable for the performance of the Scope of Work, hereof. PROMOTIONAL RESPONSIBILITIES Promotional materials shall be mutually agreed upon between the CITY and the ADA and outlined in Attachment A. INDEMNIFICATION The ADA agrees to indemnify, defend and hold the CITY, its agents, representatives and employees harmless from and against any and all claims, causes of action or demands or any form of liability of any nature and obligations contained in this Agreement on the part of the ADA, its agents, representatives and employees except where such claims arise solely from the negligent acts of the CITY, its agents, representatives or employees. TERMINATION OF AGREEMENT Either party may terminate this Agreement for any reason on sixty (60) days' written notice of intent to terminate by providing to the other party prior written notice of termination specifying in such notice the effective date thereof. In the event of termination by the ADA because of the CITY's default, the CITY shall not be relieved of liability to the ADA for any damages sustained by the ADA by reason of such default or arising from the performance of improper performance under this Agreement. In the event of termination by the CITY because of the ADA's default, the ADA shall not be relieved of liability to the CITY for any damages sustained by the CITY by reason of such default or arising from the performance of improper performance under this Agreement. NO WAIVER ADA- COA Contract 2015 Page 2 of 6 �A ,: 1�w 'U YOU'MAGINO No waiver of full performance by either party shall be construed, or operate, as a waiver of any subsequent default of any of the terms, covenants and conditions of this agreement. The payment or acceptance of compensation for any period after default shall not be deemed a waiver of any right or acceptance of defective performance. 10. AMENDMENT The parties hereto expressly reserve the right to amend this Agreement from time to time as they deem necessary and appropriate, provided, that no modification hereof shall be valid unless agreed to in writing and signed by the authorized representatives of the parties hereto. 11. NOTICES Other than service of process made in connection with litigation, any notice required or permitted under this Agreement, or related to this Agreement, may be personally served, or given in writing, and shall be deemed sufficiently given or served if sent by registered or certified mail addressed to the respective parties as follows: CITY Maija McKnight, Arts Coordinator City of Auburn Parks, Arts & Recreation 910 Ninth Street S. E. Auburn, WA 98002 253-931-30431 mmcknight @auburnwa.gov ADA Laura Westergard, Executive Director The Auburn Downtown Association 402 E Main ST, Suite 150, Auburn, 98002. 253 - 939 -3982 1 laura @auburndt.org Either party may at any time designate a different address to which notices shall be sent. Notice given in accordance with these provisions shall be deemed received when mailed. 12. GENERAL PROVISIONS The following provisions may apply: A. No waiver by either party of any breach or default hereunder shall be deemed a waiver of any preceding or any subsequent breach or default. ADA- COA Contract 2015 Page 3 of 6 �A � B -.yORE THAN YOU �GINEn B. This Agreement may not be changed or modified nor any provision hereof waived except in writing agreed to by both parties. C. This Agreement shall be construed in accordance with and all questions with respect hereto shall be determined by the laws of the State of Washington. D. ADA agrees to pay all reasonable costs, attorney's fees and expenses that may be incurred by the CITY in enforcing the provisions of this Agreement. E. In the performance of the work herein, ADA agrees to comply with all applicable State and local laws, rules and regulations. AUBURN DOWNTOWN ASSOCIATION Laura estergard, Executiv irector P) DATE CITY OF AUBURN Daryl Faber, Director of Parks, Arts and Recreation DATE /T ADA- COA Contract 2015 Page 4of6 A Bu v �0.CTHAN YOUTAUGWEV Attachment'A' / Timeframe: 12 Months, from January 2015 — December 2015 Projected number of storefronts: 1 (one) physical locations with rotating displays every three months. Scope of Work: Obligations of the Auburn Downtown Association are as follows I. Serve as project manager of the program. II. Lease and activate storefronts in downtown Auburn. III. Downtown Auburn as defined in Attachment B. Locations to be visible via vehicular or pedestrian traffic. IV Solicit and work with vendors for all sign printing and production and other services required for execution of program V. Serve as the primary lessor with property owners and sub - licensor and contracting authority with artists, arts groups and creative enterprise occupants of the program. VI. Provide technical assistance to artists and arts groups involved with program in navigating code, licensing, permitting, contracting and administration. VII. Make information regarding storefront activation program available to property owners, artists, potential funders and donors, and all other interested parties. VIII. Distribute informal email updates on a quarterly schedule program activity to stakeholder group which includes City representatives, participating downtown building owners and artists. IX. Draft a press release for each storefront installation with artist information, City will finalize and distribute. X. Encourage artists and arts groups to work with property owners and neighborhood organizations to discuss and identify opportunities for additional cooperative work or mutually beneficial projects or activities beyond the temporary activities of the program. XI. Serve as ambassadors for the arts and encourage cooperation with all city departments and neighborhood organizations XII. Review this agreement with no less than annually and modify as necessary. Obligations of the City of Auburn are as follows 1. Publicize and host the review panel for the creation of an artist roster through Request for Proposals. Jury panel to include members of the ADA Design Committee as well as artists and Arts Commissioners II. Rebrand the new program with logo and associated marketing publications III. Create and provide all marketing for the program's presence in Auburn IV. Create and serve as primary manager of a website, blog, and other social media to share information about the program, including the website "storefrontsauburn.com" Payment Schedule: Phase I: ADA shall submit an invoice following completion of the Scope of Work and shall thereafter receive $1200.00 per installation as provided in this Agreement. Maximum amount payable will be $4,800 ADA Contact Laura Westergard, Director The Auburn Downtown Association 402 E Main ST, Suite 150 Auburn, WA 98002 Phone: 253- 939 -3982 Fax: laura @auburndt.org ADA- COA Contract 2015 Page 5of6 City Contact Maija McKnight, Arts Coordinator 910 Ninth Street SE Auburn, WA 98002 Phone: 253-804-5043 Fax: 253 -931 -4005 Email. mmcknight(cDauburnwa.gov � Attacmont'B' Loca1iun(s): Downtown Association Boundary Auburn Downtown ­71i IF J NJ Legend AtimmN � � � � � � � � ADA-[OA Contract Z0l5 Page 6 of 6