HomeMy WebLinkAbout18-133 - Slager Fuj Creative - Tukwila Branding Video Services��� x v�� �
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CONTRACT FOR SERVICES
Cunhoo Number: 18-133
Approval N/A
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This Agreement is entered into by and between the City of Tukwila, VVaohington, a non -charter
optional municipal code city hereinafter referred to as "the C d Gkaoar F' Cnastive, hereinafter
referred to as "the Contractor." whose principal mff|ms is located at
800NVV8RDCTRENTON.VVA98057 .
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' ScmDe and Schedule of Services to be Performed bvContractmr. 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 tino*a comply with all Federal,
Steha, and local etatutoo, rules and ordinances applicable tothe performance of such services and
the handling ofany 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. Commqensation 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 bda/ amount to be paid by the City tothe Contractor for services rendered under this
Agreement shall not eXmaed$3U'U0U.
3' Contractor Bmdaet. The Contractor shall apply the funds received under this Agreement within the
maximum limits set forth in this Agreement. The Contractor shall request prior approval from the
City whenever the Contractor desires to amend its budget in any way.
4. Duration of Agreement. This Agreement shall be in full force and effect for o period commencing
August 22' 2018. and ending December 31. 2019' unless sooner terminated under the provisions
hereinafter specified.
5. UndeDendemt Contractor. Contractor and City agree that Contractor is an independent contractor
with respect tothe services provided pursuant to this Agreement. Nothing in this Agreement shall be
considered to create the relationship ofemployer 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 (8% or social security orcontributing to the State
Industrial Insurance Program, or otherwise assuming the duties of an employer with respect tothe
Contrautor, or any employee of the Contractor.
1^5ij r) 0,_1
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G. CoDyrightAssignmmmmt: Rights inthe Work(a). To the extent any work created by Contractor
under this Agreement does not qualify as a work made for hire under the Copyright Act of
1970. 17 U.S.C. 8 101, the Contractor irrevocably transfers and assigns tothe City all its
right' tiUe, and interest in the vvork, including all copyrights and any renewal rights
worldwide and in perpetuity. This assignment is effective immediately upon completion
of the commissioned work (which in expected to occur on or before December 2018).
Further, ownership of the originals of any etudien, charts, nlapo, drawings, apeoifioations,
figuree, story boards, photographs, video recordings, audio recordings, nnennnrondo, and
any other documents (collectively, "documents") that are developed, compiled, or
produced as a result ofthis Agreement' whether ornot completed and whether or not
incorporated into a final work, shall be vested in the City and oho|| be submitted to the
City upon termination of this Agreement. Consultant assigns to the City all Of
Consultant's right, tit|e, and interest in any such documents.
Notwithstanding anything in this Agreement t0the contrary, Contractor shall retain the
nonexclusive right to make copies, by any and all means and media now or hereafter
knovvn, of the vvork/a>fur its own archival purposea, and to include it by reference or
incorporation in Contractor's portfolio or other nnotnrio|s intended to market Contractor's
body of work, provided that such copies and such portfolio or marketing materials are not
themselves marketed commercially. When using the work(s) in such manner to nnorko{
Contractor's own body ofwork, Contractor shall nnoka good faith efforts to include a
notice that reads substantially: "An original work commissioned and owned by the City of
Tukvvi|a, Washington."
Except as otherwise agreed henain. Contractor expressly waives any and all rights
granted to authors of works of visual art under 17 U.S.C. 8 106A' including the right to
object to the City's (or its successor's) use of the work(s) in any venue or for any
purpose not originally contemplated when this Agreement was executed. Contactor
agrees that any such use will not constitute destruction, nmuti|ation, or other modification
that would be prejudicial to Contractor's honor or neputatinn, nor will it constitute
destruction of a work of recognized stature.
7' Indemnification. The Contractor shall defond, indemnify and hold the Chv, its officers, officials,
employees and volunteers harmless from any and all n|ainnn' injuries, damages, losses or suits
including attorney fees, arising out of or in connection with the performance of this Agreement, except
for injuries and damages caused bythe sole negligence ofthe City. Without limiting the generality of
the previous sentence, the Contractor agrees to defend, indemnify, and hold the City harmless against
any and all claims that the work(s) created by the Contractor under this Agreement infringe any
trademarks, copyrights, patents, or misappropriate any trade secrets or the names or likenesses or
rights of publicity of any person, or otherwise constitute a violation of the intellectual property rights of
any third party, except where a court of competent jurisdiction has found that such infringement or
misappropriation isdue bnthe sole fault ofthe City.
Should o court of competent jurisdiction determine that this Agreement is subject to RCVV 4.24.115,
then, in the event of liability for damages arising out of bodily injury to persons or damages to
property caused by or resulting from the concurrent negligence of the Contractor and the City, its
officers, officia|s, employees, and volunteers, the Contractor's liability hereunder shall be only to the
extent of the Contractor's negligence. It is further specifically and expressly understood that the
indemnification provided herein constitutes the Contractor's waiver of immunity under Industrial
Insurance, Title 51 RCVV' solely for the purposes of this indemnification. This waiver has been
mutually negotiated by the parties. The provisions of this section shall survive the expiration or
termination of this Agreement.
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0. Insurance. The Contractor shall procure and maintain for the duration of the Aoreemnent, insurance
against claims for injuries ordamage hoproperty which may arise from 0rinconnection with
the performance of the work hereunder by the Contnactor, its m0ente, nepreaentutivea, employees or
subcontractors. Contractor's maintenance of insurance, its scope of coverage and limits as required
herein aho|| not be construed to limit the liability ofthe Contractor to the coverage provided by such
insurance, or otherwise limit the City's recourse to any remedy available at law or in equity.
A. Minimum Scope ofInsurance.Contractor shall obtain insurance ofthe types and with the limits
described below:
1. Automobile Liabilitv insurance with a minimum combined single limit for bodily injury ondpnopertV
damage of $1'000.000 per accident. Automobile |iobi|hx insurance shall cover all owned,
non -owned, hired and leased vehicles. Coverage shall be written on Insurance Services Office
(ISO) form CAOO 01 or substitute form providing equivalent liability coverage. If necessary,
the policy shall boendorsed tnprovide contractual liability coverage.
2. Commercial General LiabilitV insurance with limits no less than $1,000,000 each occurrence,
$2,000,000 general aggregate and $2,000,000 prod ucts-com pleted operations aggregate
limit. Commercial General Liability insurance shall be as least at broad as ISO occurrence
form CG 00 01 and shall cover liability arising from prennis*a, openaUone, independent
oontnactora, prod ucto-omnnp|etedoperations, stop gap liability, personal injury and advertising
injury, and liability assumed under an insured contract. The Cononnarcio| General Liability
insurance shall be endorsed to provide a per project geDena| aggregate limit using ISO form
CG2503O5O8oranequivalent endorsement. There shall benoexclusion for liability
arising from explosion, collapse orunderground property damage. The City shall benamed
as an additional insured under the Contractor's Commercial General Liability insurance policy
with respect tothe work performed for the City using |S0 Additional Insured endorsement CG
20 10 1001 and Additional Insured -Completed Operations endorsement CG2037 10 01 or
substitute endorsements providing otleast aabroad coverage.
3. Workers' Compensation coverage aarequired bvthe Industrial Insurance laws ofthe State of
B. Other Insurance Provision' The Contractor's Automobile Liability and Commercial
General Liability insurance policies are to contein, or be endorsed to contain that they shall be
primary insurance with respect to the City. Any insurance, self-insurance, or insurance pool
coverage maintained by the City shall be excess of the Contractor's insurance and shall not
contribute with it.
C. Acceptability of Insurers. Insurance is to be placed with insurers with o current&M. Best
rating of not less than A: VII.
D. Verification of Coverage. Contractor shall furnish the City with original certificates and a copy
of the amendatory endorsements, including but not necessarily limited to the additional insured
endorsement, evidencing the insurance requirementsoftheCon1nodorbefonanommnnmamentuf
the work. Upon noquao[ by the City. the Contractor oho|| furnish certified COpiSG Of all required
insurance policies, including endoreennentm. required in this Agreement and evidence of all
subcontractors' coverage.
E. Subcontractors. The Contractor shall have sole responsibility for determining the insurance
coverage and limits required, ifony.tobeobt8iDodbySUbCOntm@[t0rS.vvhiuhdeterrninabonaho||be
made inaccordance with reasonable and prudent business practices.
F Notice of Cancellation. The Contractor shall provide the City and all Additional Insureds for this
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work with vvhUen notice of any policy cancellation, within two business days of their receipt of
such notice.
G. Failure to Maintain |nmur4mom. Failure on the part of the Contractor to maintain the insurance
as required shall constitute u material breach of contract, upon which the City may, after giving
five business days notice tothe Contractor tocorrect the breach, immediately terminate the contract
or, at its diecredon, procure or renew such insurance and pay any and all pn8mn|Unla in connection
therewith, with any sums so expended to be repaid to the City on demand, or at the sole discretion
ofthe City, offset against funds due the Contractor from the City.
A. The Contractor shall maintain accounts and recorda, including personnel, prop8dy, 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 Aon*ernerk and other such
records as may be deemed necessary by the City to ensure the performance of this Agreement.
B. These naourde shall be maintained for 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
4O.14and bythe City.
10. 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.
11.Terminotion. This Agreement may at any time be terminated by the City giving to the Contractor
thirty (30) days written notice of the Cit/s intention to terminate the same. Failure to provide
work or products on schedule may result in contract termination. If the Contractor's insurance
coverage in canceled for any reason, the City shall have the right to terminate this Agreement
immediately.
12.Discrimination Prohibited. The Consultant, with regard tothe work performed byhunder this
Aornornent, will not discriminate onthe grounds of race, religion, oreed, nu|or, national origin, uga,
veteran status, sex, sexual orientation, gender identity, nnahba| status, political affiliation, the
presence ofany disability, or any other protected class status under state orfederal law, in the
selection and retention of employees or procurement of materials or supplies.
13'Assignnnent 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.
14. EndneAmreenmmnt: Modification. This Agreement, together with attachments, exhibits, or
addenda, represents the entire and integrated Agreement between the City and the Contractor
and supersedes all prior negotiations, representations, oragreements written ororal. No amendment
or modification of this Agreement shall be of any force or effect unless it is in writing and signed by the
parties.
15. SeverabiyibKond Survival. If any term, condition or provision ofthis Agreement is declared void or
unenforceable or limited in he application or effect, such event shall not affect any other provisions
hereof and all other provisions shall remain fully enforceable. The provisions of this Agreement,
which bytheir sense and context are reasonably intended to survive the conop|eUon, expiration or
cancellation of this Agreement, shall survive termination of this Agreement.
10. Representations and Warranties. The Contractor represents and warrants that the works Kcreates
under this Agreement do not infringe any valid copyright, trademark, or patent, or misappropriate the
trade secrets, name, likeness, or rights of publicity of another person or entity, and that Contractor has
the power and authority to convey all rights granted or assigned via this Agreement.
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17.yJotioem. Notices tothe City ofTukwila shall bmsent iothe following address:
City Clerk, City of Tukwila
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Notices to the Contractor shall be sent to the address provided by the Contractor upon the
signature line below.
18. ADr)licable Law: Venue: Attornev' s Fees. Except for issues controlled by federal law, this
Agreement ehoU be governed by and construed in accordance with the laws of the State of
Washington, without neheu*nma to its choice -of -law rules. In the event any suit, arbitration, or other
pn}m38dinO is instituted to enforce any term of this Aoraennant, the parties specifically understand
and agree that King County, VVaahingtnn, shall be the exclusive venue and hereby submit to personal
jurisdiction in King County, Washington. The prevailing party in any such action aho|i be entitled to its
ottorney'ofees and costs ofsuit.
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CITY OF T-UKWILA
Allan Ekberg, Mayor
'2O18.
ATTEST/AUTHENTICATED:
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City Clerk, Christy O'Flaherty
CONTRACTOR
Printed Name and Title: K8adeaaFuiimoko
Owner / Executive Producer
600NVV3RDCT
Page 5 of 8
Exhibit "A"
Scope of Work
Contractor shall provide on call videographer, editing, and film services to the City. Specific projects,
including bnmefname and oosts, are set forth below. For specific projects, contractor shall provide the
City with a specific outline for services to be provided, costs, key dates for completion, and other
relevant information for the project. Novvorhaha||oonnnmencnonospecificp 'aotvvithoutvvritton
authorization from the City to proceed.
Scope of Work #1
Contractor shall create 2 Minute Video - Stormtroopers In The City Of Tukwila 2018 for the City, and further
agrees to the following provisions:
* 2Minute Video 'Gtornmtroopero|nThe City OfTukwila 2Ui8will include:
n Full Day ofProduction
n 1 Producer
o 2Camera (]pe
» 1 Audio Op
o 1PA
o 2Camera Kits (4K-High End Camera)
o 1 Audio Kit
» 1 Lighting Kit
o 1 Steady Cam
w 2 Minute Video - Stormtroopers In The City Of Tukwila 2018 will take 3 weeks to complete, including
any post- prod uctio n. Any added requests from City may result in added time for projectoonnp|eUon'
which eho|| not beconsidered the fault ofContractor.
* Production schedule will be as follows: Saturday Septmmmber8. 2018frmnn 8anv-7prm.
m City agrees to pay Contractor for 2 Minute Video 'Stonntroopers In The City QfTukwila 3K18 in the
following manner:
~ First Invoice will bagiven toclient onthe day mfproduction.
9/8/2018/$5,000\
� Second Invoice will be given to client snthe day of delivery.
Scope of Work #2
Contractor agrees to create 3-5 second ANIMATED LOGO - CITY OF TUKWILA for City, and further agrees to the
following provisions:
* 3-5second ANIMATED LOGO 'CITY OFTUKW|LAwill include
o Pre -Production: Supply you 3 different concepts/storyboards of the animated logo
o Pnoduntion:4 Day Edit, Visual EFX'Audio Design
n Post Production: 1 [}ay Edit of revisions (x3) from City of Tukwila on the animated logo
w 3-5 second ANIMATED LOGO - CITY OF TUKWILA will take 3 weeks to complete, including any post -
production. Any added requests from City may result in added time for project connp|etion' which
shall not beconsidered the fault ofContractor.
* Production schedule will beosfollows:
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o Deliver on 8/30/2018 - 3 concepts to Brandon Miles
o Production starts 9/4-9/13/2018
o Deliver Final Product 9/14/2018
• City agrees to pay Contractor for 3-5 second ANIMATED LOGO - CITY OF TUKWILA in the following
manner:
• First Invoice will be given to City on the day of production.
9/4/2018 ($2,750)
• Second Invoice will be given to City on the day of delivery.
9/14/2018 ($2,750)
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Exhibit"B"
Compensation
The City shall only pay the Contractor for specific projects connpleted,aooutinodinExhibit"A" The
total payment, for all projects, shaUnotexmeed$3O.0O0.ContnactorandCUvugreetoUleinvoioeond
payment schedule for specific projects gaoe[forthinEnhibit^A".{}ontrantorsho||pnovidetheCUvwith
aVV-9when submitting the first invoice.
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