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HomeMy WebLinkAbout10-047 - Museum of Flight - 2010 Memorial Day EventThis Agreement is entered into by and between the City of Tukwila, Washington, a non charter optional municipal code city hereinafter referred to as "the City and The Museum of Flight, hereinafter referred to as "the Contractor whose principal office is located at 9404 East Marginal Wav South, Tukwila, WA 98108. WHEREAS, the City has determined the need to have certain services performed for its citizens but does not have the manpower or expertise to perform such services; and WHEREAS, the City desires to have the Contractor perform such services pursuant to certain terms and conditions; now, therefore, IN CONSIDERATION OF the mutual benefits and conditions hereinafter contained, the parties hereto agree as follows: 1. Scone and Schedule of Services to be Performed by Contractor. The Contractor shall perform those services described on Exhibit A attached hereto and incorporated herein by this reference as if fully set forth. In performing such services, the Contractor shall at all times comply with all Federal, State, and local statutes, rules and ordinances applicable to the performance of such services and the handling of any funds used in connection therewith. The Contractor shall request and obtain prior written approval from the City if the scope or schedule is to be modified in any way. 2. Compensation and Method of Payment. The City shall pay the Contractor for services rendered according to the rate and method set forth on Exhibit B attached hereto and incorporated herein by this reference. The total amount to be paid shall not exceed $15,000. 3. Duration of Agreement. This Agreement shall be in full force and effect for a period commencing January 1, 2010 and ending June 30. 2010 unless sooner terminated under the provisions hereinafter specified. 5. Independent Contractor. Contractor and City agree that Contractor is an independent contractor with respect to the services provided pursuant to this Agreement. Nothing in this Agreement shall be considered to create the relationship of employer and employee between the parties hereto. Neither Contractor nor any employee of Contractor shall be entitled to any benefits accorded City employees by virtue of the services provided under this Agreement. The City shall not be responsible for withholding or otherwise deducting federal income tax or social security or contributing to the State Industrial Insurance Program, or otherwise assuming the duties of an employer with respect to the Contractor, or any employee of the Contractor. 6. Indemnification. The Contractor shall indemnify, defend and hold harmless the City, its officers, agents and employees, from and against any and all claims, losses or liability, including attorney's fees, arising from injury or death to persons or damage to property occasioned by any act, omission or failure of the Contractor, its officers, agents and employees, in performing the work required by this Agreement. With respect to the performance of this Agreement and as to claims against the City, its officers, agents and employees, the Contractor expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, for injuries to its employees, and agrees that the obligation to indemnify, defend and hold harmless provided for in this paragraph extends to any claim brought by or on behalf of any employee of the Contractor. This waiver is mutually negotiated by the parties. This paragraph shall not apply to any damage resulting from the sole negligence of the City, its agents and employees. To the extent any of the damages referenced by this paragraph were caused by or resulted from the concurrent negligence of the City, its agents or employees, this obligation to indemnify, defend and hold harmless is valid and enforceable only to the extent of the negligence of the Contractor, its officers, agents, and employees. 7. Record Keeping and Reportina. A. The Contractor shall maintain accounts and records, including personnel, property, financial and programmatic records which sufficiently and properly reflect all direct and indirect costs of any nature expended and services performed in the performance of this Agreement and other such records as may be deemed necessary by the City to ensure the performance of this Agreement. 4/1/2010 CONTRACT FOR SERVICES Contract No. 10 -047 Council Approval N/A Page 1 of 2 B. These records shall be maintained for a period of seven (7) years after termination hereof unless permission to destroy them is granted by the office of the archivist in accordance with RCW Chapter 40.14 and by the City. 8. Audits and Inspections. The records and documents with respect to all matters covered by this Agreement shall be subject at all times to inspection, review or audit by law during the performance of this Agreement. 9. Termination. This Agreement may at any time be terminated by the City giving to the Contractor thirty (30) days written notice of the City's intention to terminate the same. Failure to provide products on schedule may result in contract termination. 10. Discrimination Prohibited. The Contractor shall not discriminate against any employee, applicant for employment, or any person seeking the services of the Contractor to be provided under this Agreement on the basis of race, color, religion, creed, sex, age, national origin, marital status or presence of any sensory, mental or physical handicap. 11. Assignment and Subcontract. The Contractor shall not assign or subcontract any portion of the services contemplated by this Agreement without the written consent of the City. 12. Entire Agreement. This Agreement contains the entire Agreement between the parties hereto and no other Agreements, oral or otherwise, regarding the subject matter of this Agreement, shall be deemed to exist or bind any of the parties hereto. Either party may request changes in the agreement. Proposed changes which are mutually agreed upon shall be incorporated by written amendments to this Agreement. 13. Notices. Notices to the City of Tukwila shall be sent to the following addresses: City Clerk, City of Tukwila 6200 Southcenter Blvd. Tukwila, Washington 98188 Notices to the Contractor shall be sent to the address provided by the Contractor upon the signature line below. 14. Applicable Law; Venue; Attorney's Fees. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. In the event any suit, arbitration, or other proceeding is instituted to enforce any term of this Agreement, the parties specifically understand and agree that venue shall be properly laid in King County, Washington. The prevailing party in any such action shall be entitled to its attorney's fees and costs of suit. r�DATED this 4 day of Yn 2010. 1' J CITY 0 TUKWILA w CONTRACTOR: The Museum of Flight By: Title: i Hagge mayor A I ST /AUTIjENTTIICATED: Christy CTFlaheri, CMC, City Clerk" APPROVED AS TO FORM: Office of the City Attorney 4/1/2010 Seattle Southside 3100 South 176 St SeaTac, WA 98188 Title: The Museum of Flight 9404 East Marginal Way South Tukwila, WA 98108 Page 2 of 2 Exhibit "A" Scope of Services Memorial Day Event EVENT The Contractor will organize, promote and facilitate the Memorial Day Event "Event at the Museum of Flight, 9404 East Marginal Way South, Tukwila, WA 98108 -4097 on May 24, 2010. The Event will be held in a manner similar to as described in the Memorial Day Event Flyer hereby attached as Attachment "I." EVENT BUDGET The Contractor will submit an overall event budget to include the portion that will be used specifically for marketing to the City. Contractor shall request City approval before modifying the event budget. MARKETING This agreement is exclusive for Event marketing. Contractor will market the Event with the goal of attracting visitors outside of a fifty (50) mile radius to the Event over the duration of the event. The City of Tukwila will be recognized in key marketing efforts during the Event and the Museum will incorporate the City's logo into selected collateral materials such as "Aloft advertisements, banners, press releases, etc. further promoting Tukwila businesses to visitors and interested parties. WEBSITE The Contract will promote the Seattle Southside Visitors Services website on the Contractor's website as a resource for visitor hotel information and include a line to the Seattle Southside Visitors Services website. HOTELS The Contractor shall direct lodging inquiries for visitors to Seattle Southside Visitors Services through website links, collateral materials and personal contacts. The SSVS, as a third party booking agent for hotels, will be given the opportunity to solicit these visitors for City lodging accommodations through its hotel booking services. TRACKING FORM The Contractor will complete and submit the Event or Facility Lodging Tax Expenditure Report Form hereby attached as Attachment "I." Compensation Method of Payment Exhibit B The City shall compensate the Contractor only for services provided, not to exceed the amount specified in this agreement, as described in Exhibit "A" upon receipt of reports and invoices for services. The Contractor shall submit samples of all promotional material used to promote the Event and completed Event or Facility Lodging Tax Expenditure report Form (Attachment I) with the invoice for payment. REPORTS Submittal of reports to: Seattle Southside Visitors Services 3100 South 176 Street Seattle, WA 98188 ATTN: KATHERINE KERTZMAN 2010 Memorial Day Marketing Budget Marketing Effort Seattle Mariners /ESPN radio: already purchased; will run commercials that say "join us for Memorial Day Development luncheon: this one's coming from you folks, so I'm not sure of the status. Items below to be covered by City of Tukwila funding request '/2 page in Aloft; web, social media, email presence; in -house advertising (signs, flyers, plasma screens, table tents, etc.): Will include SSVS's logo Memorial day banner, to be flown behind airplane: yet to purchase: will do fly -overs at Mariners games and others Cost $4,200 Hotel /travel for Tuskegee airmen coming from Mike Lavelle $1,000 Swarmer Communications (local military newspapers): yet to purchase: Will include SSVS's logo $250 $1,000 $2,000, AAA ad: already purchased $8,000 $5,000 Subtotal: City of Tukwila support $15,000 Total Budget $21,450