HomeMy WebLinkAboutR-2011-012 The Seasons Performance Hall Strategic Website Development Agreement RESOLUTION NO. R- 2011 -12
A RESOLUTION authorizing and directing the City Manager of the City of Yakima to
execute an agreement between the City of Yakima and The Seasons
Perforrnance Hall for strategic website development, and ratifying
performance of contract work performed in 2010.
WHEREAS, the City of Yakima desires to support an arts and entertainment
venue; and
WHEREAS, The Seasons Performance Hall has the experience and expertise
necessary to reach out to a wide audience and agrees to perform these services under the
terms and conditions set forth in the attached agreement; and
WHEREAS, the City Council deems it to be in the best interest of the City of
Yakima to enter into the attached agreement with The Seasons Performance Hall for the
continued building and development of its website, now, therefore,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA:
The City Manager is hereby authorized and directed to execute the attached and
incorporated "Agreement between the City of Yakima and The Seasons Performance Hall"
for strategic website development, and ratifying contract work previously performed in 2010.
ADOPTED BY THE CITY COUNCIL this 18 day of January, 2011.
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City Clerk
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2010 MAJOR POLICY ISSUE
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OUTSIDE AGENCY •
• SEASONS MUSIC FESTIVAL
BUDGETED / LINBUDGETED
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PROPOSAL •
This proposal is an outside agency request to provicle financial support in the amount of $4,000
in funding in 2010. The proposed project is to develop and implement a targeted promotional
campaign to draw tourists to the Seasons annual ten day Fall festival, to be held during the wine
crush period.
IMPACTS •
• a. Fiscal Impact - Non - personnel: $8,000 2009 Budget
4,000 Unbudgeted
$4,000. 2010 Proposed Budget
As recommended by the Council Budget Committee, this is 50% of the amount approved by
City Council in the 2009 budget.
• b. Proposed Funding Source = Parks and Recreation Fund.
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c. Public Impact - Economic benefit of related tourism.
• d. Personnel Impact - None. •
e. Required Changes in City Regulations or Policies - None.
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• f. Legal Constraints, if applicable - None.
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g. Viable Alternatives -None. •
CONCLUSION AND /OR STAFF RECOMMENDATION •
This is a Council policy decision.
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AGREEMENT BETWEEN
THE CITY OF.YAKIMA
AND
THE SEASONS PERFORMANCE HALL
THIS AGREEMENT is made and entered into by and between the City of Yakima, a
Washington municipal corporation, herein referred to as "City," and The Seasons
Performance Hall, herein referred to as "Seasons."
WHEREAS, the City desires to support an Arts and Entertainment venue; and.
WHEREAS, Seasons has the experience and expertise necessary to reach out to a
wide audience and agrees to perform these services . for the City under the terms and
conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, promises, and •
agreements set forth herein, it is agreed by and between the City and Seasons as follows:
1. Services. Seasons will prepare and promotionally expand its Internet website as
described in Exhibit "A" which is attached and incorporated by this reference.
2. Program Objectives. The primary theme of the program is to implement a
targeted promotional campaign as described in Exhibit "A" which is attached and
incorporated by this reference.
3. Project Scope. The scope of the project includes a promotional campaign to
continue to work on the web design and programming to fit the Season's target market as
described in Exhibit "A" which is attached and incorporated by this reference.
4. Consideration. The City agrees to compensate Seasons for services
rendered hereunder the sum of not more than Four Thousand Dollars ($4,000).
Seasons shall submit satisfactory documentation (invoices /billings) to the City
Parks and Recreation Manager and the City shall make the required disbursement
to Seasons after receiving said documentation.
5. Term. The term of this Agreement shall commence on the day this
agreement is signed and terminate on the 31st day of December 2011, unless
sooner terminated in accordance with Section 19 or Section 20 of this Agreement.
6. Independent Contractor Status of Seasons. Seasons and the City
understand and expressly agree that Seasons is an independent contractor in the
performance of each and every part of this Agreement. No officer, employee,
volunteer, and /or agent of Seasons shall act on behalf of or represent him or
herself as an agent or representative of the City. Seasons, as an independent
contractor, assumes the entire responsibility for carrying out and accomplishing
the services required under this Agreement. Seasons expressly represents,
warrants and agrees that its status as an independent contractor in the
performance of the work and services required under this Agreement is consistent
with and meets the six -part independent contractor test set forth in
RCW 51.08.195. Seasons and its officers, employees, volunteers, agents and /or
City of Yakima - Seasons Performance Hall Agreement
Page 1 of 6
/t. r
subcontractors shall make no claim of City employment nor shall claim against the
City any related employment benefits, social security, and /or retirement benefits.
Nothing contained herein shall be interpreted as creating a relationship of servant,
employee, partnership or agency between Seasons and the City.
7. Right to Inspect and/or Audit Financial Records. Seasons shall maintain
records and documents necessary to assure the proper accounting of all funds paid to
Seasons pursuant to this Agreement. The City or any of its duly authorized representatives
shall have a right to access such records and documents for the purpose of making an
Inspection, an audit and /or copies. All such records and documents shall be retained and
available for inspection, audit and copying by the City during the term of this Agreement
and for a period of three (3) years following the termination of this Agreement. In the
event that any such inspection or audit identifies any discrepancy in the accounting of
funds paid to Seasons under this Agreement, Seasons shall provide the City with
appropriate written clarification and financial adjustment within thirty (30) calendar days of
notification from the City of the discrepancy.
8. Taxes and Assessments. Seasons shall be solely responsible for
compensating its employees and for paying all related taxes, deductions, and
assessments, including but not limited to, federal income tax, FICA, social
security tax, assessments for unemployment and industrial injury, and other
deductions from income which may be required by law or assessed against either
party as a result of this Agreement. In the event the City is assessed a tax or
assessment as a result of this Agreement, Seasons shall pay the same before it
becomes due.
9. Nondiscrimination Provision. During the performance of this Agreement,
Seasons shall not discriminate in violation of any applicable federal, state and /or
local law or regulation on the basis of age, sex, race, creed, religion, color,
national origin, marital status, disability, honorably discharged veteran or military
status, pregnancy, sexual orientation, political affiliation, and any other
classification protected under federal, state, or local law. This provision shall
include but not be limited to the following: employment, upgrading, demotion,
transfer, recruitment, advertising, layoff or termination, rates of pay or other forms
of compensation, selection for training, and the provision of services under this
Agreement.
10. The Americans with Disabilities Act. Seasons agrees to comply with the
Americans With Disabilities Act of 1990, 42 U.S.C. § 12101 et seq. (ADA), and its
implementing regulations, and Washington State's anti - discrimination law as
contained in RCW Chapter 49.60 and its implementing regulations. The ADA
provides comprehensive civil rights to individuals with disabilities in the area of
employment, public accommodations, state and local government services, and
telecommunications.
11. Compliance with Law. Seasons agrees to perform those services under
and pursuant to this Agreement in full compliance with any and all applicable
laws, rules, and regulations adopted or promulgated by any governmental agency
or regulatory body, whether federal, state, local, or otherwise.
12. No Conflict of Interest. Seasons covenants that neither it nor its employees have
any interest and shall not hereafter acquire any interest, direct or indirect, which would
City of Yakima-Seasons Performance Hall Agreement
Page 2 of 6
conflict in any manner or degree with the performance of this Agreement. Seasons further
covenants that it will not hire anyone or any entity having such a conflict of interest
during the performance of this Agreement.
13. No Insurance. It is understood the City does not maintain liability insurance for
Seasons and/or its employees.
14. Indemnification and Hold Harmless. Seasons shall protect, defend, indemnify,
exonerate, and hold harmless the City, its elected officials, agents, officers, and
employees from and against any and all claims, demands, losses, liens, liabilities,
penalties, fines, lawsuits, causes of action, damages, losses, and expenses of any kind or
nature whatsoever, including but not limited to, attorneys fees and court costs, arising out
of, relating to, or in any way connected with the activities of Seasons related to this
Agreement.
15. Insurance.
a. Liability Insurance. On or before date this Agreement is fully executed by
the parties, Seasons shall provide the City with a certificate of insurance as proof of liability
insurance with minimum liability limit of One Million Dollars ($1,000,000.00)
combined single limit bodily injury and property damage. The certificate shall clearly state,
who the provider is, the amount of coverage, the policy number, and when the policy and
provisions provided are in effect. Said policy shall be in effect for the duration of this
Agreement. The policy shall name the City, its elected officials, officers, agents, and
employees as additional insureds, and shall contain a clause that the insurer will not cancel
or change the insurance without first giving the City thirty (30) calendar days prior written
notice (any language in the clause to the effect of "but failure to mail such notice shall
impose no obligation or liability of any kind upon the company' shall be crossed out
and initialed by the insurance agent). The insurance shall be with an insurance company or
a company rated A -VII or higher in Best's Guide and admitted in the State of Washington.
b. Industrial Insurance. Seasons shall comply with the provisions of RCW Title
51, Industrial Insurance. For the duration of this Agreement, Seasons shall provide or
purchase industrial insurance coverage for its employees, as may be required of an
"employer" as defined in RCW Title 51, and shall maintain full compliance with RCW
Title 51.
c. Survival. The provisions of this Section shall survive the expiration
or termination of this Agreement with respect to any event occurring prior to such
expiration or termination.
16. Delegation of Professional Services. The services provided for herein
shall be performed by Seasons and no person other than regular associates or
employees of Seasons shall be engaged upon such work or services except upon
written approval of the City.
17. Assignment This Agreement, or any interest herein, or claim hereunder, shall not
be assigned or transferred in whole or in part by Seasons to any other person or entity
without the prior written consent of the City. In the event that such prior written consent to
an assignment is granted, then the assignee shall assume all duties, obligations, and
liabilities of Seasons stated herein.
18. Waiver of Breach. A waiver by either party hereto of a breach by the other
City of Yakima - Seasons Performance Hall Agreement
Page 3of6
party hereto of any covenant or condition of this Agreement shall not impair the right of
the party not in default to avail itself of any subsequent breach thereof. Leniency, delay
or failure of either party to insist upon strict performance of any agreement, covenant or
condition of this Agreement, or to exercise any right herein given in any one or more
instances, shall not be construed as a waiver or relinquishment of any such agreement,
covenant, condition or right.
19. Termination. Either party may terminate this Agreement, with or without
cause, by giving the other party thirty (30) days written notice of termination prior
to the termination date.
20. Termination /Reduction of Services Due to Withdrawal, Reduction or
Limitation of Funding. in the event that funding from any source is withdrawn,
reduced and /or limited in any way after the effective date of and prior to
completion of . this Agreement, the City may unilaterally reduce the scope of
services, work and compensation of this Agreement, or summarily terminate this
Agreement notwithstanding any other termination provisions of this Agreement.
Termination under this section shall be effective upon hand delivery or delivery by
facsimile of a written notice of termination to Seasons, or three (3) calendar days
after mailing (by first class mail) of a written notice of termination to Seasons,
whichever is sooner.
21. Survival. Any provision of this Agreement that imposes an obligation after
termination or expiration of this Agreement shall survive the term or expiration of
this agreement and shall be binding on the parties to this Agreement.
22. Severability. If any portion of this Agreement is changed per mutual
agreement or any portion is held invalid, the remainder of the Agreement shall
remain in full force and effect.
23. Notices. Unless stated otherwise herein, all notices and demands shall be
in writing and sent or hand delivered to the parties to their addresses as follows:
TO CITY: Ken Wilkinson
Parks and Recreation Manager
City of Yakima Public Works
Parks and Recreation Division
2301 Fruitvale Boulevard
Yakima, WA 98902
TO SEASONS: Ellie Strosahl
101 N. Naches Avenue
Yakima, WA 98901
or to such other addresses as the parties may hereafter designate in writing.
Notices and /or demands shall be sent by registered or certified mail, postage
prepaid or hand delivered. Such notices shall be deemed effective when mailed or
hand delivered at the addresses specified above.
24. Third Parties. The City and Seasons are the only parties to this Agreement
and are the only parties entitled to enforce its terms. Nothing in this Agreement
gives, is intended to give, or shall be construed to give or provide, any right or
benefit, whether directly or indirectly or otherwise, to third persons.
City of Yakima - Seasons Performance Hall Agreement
Page 4 of 6
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25. Drafting of Agreement. Both the City and Seasons have participated in
the drafting of this Agreement. As such, it is agreed by the parties that the
general contract rule of law that ambiguities within a contract shall be construed
against the drafter of a contract shall have not application to any legal
proceeding, arbitration and /or action in which this Agreement and its terms and
conditions are interpreted and /or enforced.
26. Integration and Supersession. This Agreement sets forth all of the terms,
conditions, and agreements of the parties relative to the subject matter hereof and
supersedes any and all such former agreements which are hereby declared
terminated and of no further force and effect upon the execution and delivery
hereof. There are no terms, conditions, or agreements with respect thereto,
except as herein provided and no amendment or modification of this Agreement
shall be effective unless reduced to writing and executed by the parties.
27. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Washington.
28. Venue. The venue for any action to enforce or interpret this Agreement
shall lie in the Superior Court of Washington for Yakima County, Washington.
29. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which shall
constitute one and the same Agreement.
30. Authority. The person executing this Agreement on behalf of Seasons
represents and warrants that he or she has been fully authorized by Seasons to
execute this Agreement on its behalf and to legally bind Seasons to all the terms,
performances and provisions of this Agreement.
CITY OF YAKIMA: SEASONS PERFO - .H LL:
By: OV
BY: ' .� I j I
Q—A -=a;s. -. City Manager Ili - trosa - 'u smess Manager
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Date: /—if Date:
ATTEST:
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City Clerk
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City Contract No. i / kj Ste' ;�
Resolution No. /4a0// -Ja
City of Yakima-Seasons Performance Hall Agreement
Page 5 of 6
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EXHIBIT "A" •
• AREAS OF RESPONSIBILITY
The City of Yakima Parks and Recreation Division shall:
A. Help promote the development of the website and provide additional
assistance if possible.
B. Meet with Seasons to review and make recommendations for future
City involvement..
2. The Seasons shall:
A. Provide the City's Parks and Recreation Manager a project status
report listing information including invoicing for website
improvements.
B. Use its best efforts to make City residents aware of the website. List
"City of Yakima" as a co- sponsor on promotional materials.
C. Provide a written financial report to the City's Parks and Recreation
Manager and supply invoices from the service provider which
specifically illustrates how much was actually spent on continued
building and development of the website.
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City of Yakima -Seasons Performance Hall Agreement
Page 6 of 6
BUSINESS OF THE CITY COUNCIL
YAKIMA, WASHINGTON
AGENDA STATEMENT
Item No. *# I `
For Meeting of: January 18, 2011
ITEM TITLE: Consideration of a Resolution authorizing an Agreement with The Seasons
Performance Hall for strategic website development that took place in 2010.
SUBMITTED BY: Chris Waarvick, Director of Public Works
Ken Wilkinson, Parks and Recreation Manager
CONTACT PERSON/TELEPHONE: Ken Wilkinson, 575 -6020
SUMMARY EXPLANATION:
As part of a targeted promotional campaign to draw tourists to the Yakima area, The Seasons
Performance Hall, a non - profit organization, wanted to expand its Internet website to include an arts
and entertainment venue for all to enjoy allowing them to reach out to a wider audience.
During the 2010 budget process, the City Council approved The Seasons Performance Hall outside
agency policy request for financial support in the amount of $4,000 for the purpose of promotionally
expanding its internet website. However, receipt of required deliverables and financial report
information about the website upgrade was delayed until the first part of December 2010.
Attached for Council consideration is a resolution authorizing an Agreement between the City of
Yakima and The Seasons Performance Hall for its Internet website expansion and programming
services that took place in 2010.
Resolution X Ordinance Other (Specify) Agreement
Mail to (name and address): Ellie Strosahl, 201 North Naches Avenue, Yakima, WA 98901
Funding Source: 2010 Parks & Recreation Budget- $4,000
APPROVED FOR SUBMITTAL: L , �y City Manager
STAFF RECOMMENDATION: Staff respectfully requests the City Council to adopt the
Resolution authorizing the City Manager of the City of Yakima to execute an Agreement between
the City of Yakima and Seasons Performance Hall for strategic website development that took
place in 2010.
BOARD /COMMISSION RECOMMENDATION:
COUNCIL ACTION:
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