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HomeMy WebLinkAboutContract CAG-19-232 AGREEMENT FOR LODGING TAX SPONSORSHIP FOR THE 2019 RENTON CITY COMICON THIS AGREEMENT, dated July 22, 2019 is by and between the City of Renton (the "City"), a Washington municipal corporation, and Northwest Entertainment Alliance, LLC. dba Renton City Comicon ("Consultant"), a Washington Non-Profit Corporation. The City and the Consultant are referred to collectively in this Agreement as the "Parties." Once fully executed by the Parties, this Agreement is effective as of the last date signed by both parties. 1. Scope of Work: Consultant agrees to provide services related to the event planning, coordination and management of the 2019 Renton City Comicon as specified in Exhibit A, which is attached and incorporated herein and may hereinafter be referred to as the "Services." 2. Time of Performance: Consultant shall commence performance of the Agreement pursuant to the schedule(s) set forth in Exhibit A. All Work shall be performed by no later than December 31, 2019. 3. Compensation: A. Amount. Total compensation to Consultant for Work provided pursuant to this Agreement shall not exceed $10,000. Compensation shall be paid based upon Services actually performed according to the rate(s) or amounts specified in Exhibit A; provided that compensation paid under this Agreement shall not exceed $10,000. Except as specifically provided herein, the Consultant shall be solely responsible for payment of any taxes imposed as a result of the performance and payment of this Agreement. B. Method of Payment. The Consultant shall submit an invoice upon completion of all Work. Payment shall be made by the City for Work performed within thirty (30) calendar days after receipt and approval by the appropriate City representative of the voucher or invoice. If the Consultant's performance does not meet the requirements of this Agreement, the Consultant will correct or modify its performance to comply with the Agreement. The City may withhold payment for work that does not meet the requirements of this Agreement. The City may withhold payment for work that does not meet the requirements of this Agreement. C. Effect of Payment. Payment for any part of the Work shall not constitute a waiver by the City of any remedies it may have against the Consultant for failure of the Consultant to perform the Work or for any breach of this Agreement by the Consultant. 4. Termination: A. The City reserves the right to terminate this Agreement at any time, with or without cause by giving ten (10) calendar days' notice to the Consultant in writing. In the event of such termination or suspension, all finished or unfinished documents, data, studies, worksheets, models and reports, or other material prepared by the Consultant pursuant to this Agreement shall be submitted to the City, if any are required as part of the Work. B. In the event this Agreement is terminated by the City, the Consultant shall be entitled to payment for all hours worked to the effective date of termination, less all payments previously made. If the Agreement is terminated by the City after partial performance of Work for which the agreed compensation is a fixed fee, the City shall pay the Consultant an equitable share of the fixed fee. This provision shall not prevent the City from seeking any legal remedies it may have for the violation or nonperformance of any of the provisions of this Agreement and such charges due to the City shall be deducted from the final payment due the Consultant. No payment shall be made by the City for any expenses incurred or work done following the effective date of termination unless authorized in advance in writing by the City. 5. Warranties And Right To Use Work Product: Consultant represents and warrants that Consultant will perform all Work identified in this Agreement in a professional and workmanlike manner and in accordance with all reasonable and professional standards and laws. Consultant further represents and warrants that all final work product created for and delivered to the City pursuant to this Agreement shall be the original work of the Consultant and free from any intellectual property encumbrance which would restrict the City from using the work product. Consultant grants to the City a non-exclusive, perpetual right and license to use, reproduce, distribute, adapt, modify, and display all final work product produced pursuant to this Agreement. The City's or other's adaptation, modification or use of the final work products other than for the purposes of this Agreement shall be without liability to the Consultant. The provisions of this section shall survive the expiration or termination of this Agreement. 6. Record Maintenance: The Consultant shall maintain accounts and records, which properly reflect all direct and indirect costs expended and Work provided in the performance of this Agreement and retain such records for as long as may be required by applicable Washington State records retention laws, but in any event no less than six Q PAGE 2 OF 11 years after the termination of this Agreement. The Consultant agrees to provide access to and copies of any records related to this Agreement as required by the City to audit expenditures and charges and/or to comply with the Washington State Public Records Act (Chapter 42.56 RCW). The provisions of this section shall survive the expiration or termination of this Agreement. 7. Public Records Compliance: To the full extent the City determines necessary to comply with the Washington State Public Records Act, Consultant shall make a due diligent search of all records in its possession or control relating to this Agreement and the Work, including, but not limited to, e-mail, correspondence, notes, saved telephone messages, recordings, photos, or drawings and provide them to the City for production. In the event Consultant believes said records need to be protected from disclosure, it may, at Consultant's own expense, seek judicial protection. Consultant shall indemnify, defend, and hold harmless the City for all costs, including attorneys' fees, attendant to any claim or litigation related to a Public Records Act request for which Consultant has responsive records and for which Consultant has withheld records or information contained therein, or not provided them to the City in a timely manner. Consultant shall produce for distribution any and all records responsive to the Public Records Act request in a timely manner, unless those records are protected by court order. The provisions of this section shall survive the expiration or termination of this Agreement. 8. Independent Contractor Relationship: A. The Consultant is retained by the City only for the purposes and to the extent set forth in this Agreement. The nature of the relationship between the Consultant and the City during the period of the Work shall be that of an independent contractor, not employee. The Consultant, not the City, shall have the power to control and direct the details, manner or means of Work. Specifically, but not by means of limitation, the Consultant shall have no obligation to work any particular hours or particular schedule, unless otherwise indicated in the Scope of Work or where scheduling of attendance or performance is mutually arranged due to the nature of the Work. Consultant shall retain the right to designate the means of performing the Work covered by this agreement, and the Consultant shall be entitled to employ other workers at such compensation and such other conditions as it may deem proper, provided, however, that any contract so made by the Consultant is to be paid by it alone, and that employing such workers, it is acting individually and not as an agent for the City. B. 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 Consultant or any employee of the Consultant. PAGE 3 OF 11 C. If the Consultant is a sole proprietorship or if this Agreement is with an individual, the Consultant agrees to notify the City and complete any required form if the Consultant retired under a State of Washington retirement system and agrees to indemnify any losses the City may sustain through the Consultant's failure to do so. 9. Hold Harmless: The Consultant agrees to release, indemnify, defend, and hold harmless the City, elected officials, employees, officers, representatives, and volunteers from any and all claims, demands, actions, suits, causes of action, arbitrations, mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses, fines, fees, penalties, expenses, attorney's or attorneys' fees, costs, and/or litigation expenses to or by any and all persons or entities, arising from, resulting from, or related to the negligent acts, errors or omissions of the Consultant in its performance of this Agreement or a breach of this Agreement by Consultant, except for that portion of the claims caused by the City's sole negligence. Should a court of competent jurisdiction determine that this agreement is subject to RCW 4.24.115, (Validity of agreement to indemnify against liability for negligence relative to construction, alteration, improvement, etc., of structure or improvement attached to real estate...) 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 Consultant and the City, its officers, officials, employees and volunteers, Consultant's liability shall be only to the extent of Consultant's negligence. It is further specifically and expressly understood that the indemnification provided in this Agreement constitute Consultant's waiver of immunity under the Industrial Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The Parties have mutually negotiated and agreed to this waiver. The provisions of this section shall survive the expiration or termination of this Agreement. 10. Gifts and Conflicts: The City's Code of Ethics and Washington State law prohibit City employees from soliciting, accepting, or receiving any gift, gratuity or favor from any person, firm or corporation involved in a contract or transaction. To ensure compliance with the City's Code of Ethics and state law, the Consultant shall not give a gift of any kind to City employees or officials. Consultant also confirms that Consultant does not have a business interest or a close family relationship with any City officer or employee who was, is, or will be involved in selecting the Consultant, negotiating or administering this Agreement, or evaluating the Consultant's performance of the Work. PAGE 4 OF 11 11. City of Renton Business License: The Consultant shall obtain a City of Renton Business License prior to performing any Work and maintain the business license in good standing throughout the term of this agreement with the City. Information regarding acquiring a city business license can be found at: http://rentonwa.gov/business/default.aspx?id=548&mid=328. Information regarding State business licensing requirements can be found at: http://dor.wa.gov/content/doingbusiness/registermybusiness/ 12. Insurance: Consultant shall secure and maintain: A. Commercial general liability insurance in the minimum amounts of $1,000,000 for each occurrence/$2,000,000 aggregate for the Term of this Agreement. B. In the event that Work delivered pursuant to this Agreement either directly or indirectly involve or require Professional Services, Professional Liability, Errors and Omissions coverage shall be provided with minimum limits of $1,000,000 per occurrence. "Professional Services", for the purpose of this section, shall mean any Work provided by a licensed professional or Work that requires a professional standard of care. C. Workers' compensation coverage, as required by the Industrial Insurance laws of the State of Washington, shall also be secured. D. Commercial Automobile Liability for owned, leased, hired or non-owned, leased, hired or non-owned, with minimum limits of $1,000,000 per occurrence combined single limit, if there will be any use of Consultant's vehicles on the City's Premises by or on behalf of the City, beyond normal commutes. E. Consultant shall name the City as an Additional Insured on its commercial general liability policy on a non-contributory primary basis.The City's insurance policies shall not be a source for payment of any Consultant liability, nor shall the maintenance of any insurance required by this Agreement be construed to limit the liability of Consultant to the coverage provided by such insurance or otherwise limit the City's recourse to any remedy available at law or in equity. F. Subject to the City's review and acceptance, a certificate of insurance showing the proper endorsements, shall be delivered to the City before performing the Work. G. Consultant shall provide the City with written notice of any policy cancellation, within two (2) business days of their receipt of such notice. ) PAGE 5OF11 13. Successors and Assigns: Neither the City nor the Consultant shall assign, transfer or encumber any rights, duties or interests accruing from this Agreement without the written consent of the other. 14. Notices: Any notice required under this Agreement will be in writing, addressed to the appropriate party at the address which appears below (as modified in writing from time to time by such party), and given personally, by registered or certified mail, return receipt requested, by facsimile or by nationally recognized overnight courier service. Time period for notices shall be deemed to have commenced upon the date of receipt, EXCEPT facsimile delivery will be deemed to have commenced on the first business day following transmission. Email and telephone may be used for purposes of administering the Agreement, but should not be used to give any formal notice required by the Agreement. CITY OF RENTON CONSULTANT Cliff Long Brian Morris Community&Economic Development, Director Northwest Entertainment Alliance 1055 South Grady Way 4329 SE 3rd St Renton,WA 98057 Renton,WA 98059 Phone: (425)430-6591 Phone: (206) 914-8054 clong@rentonwa.gov admin@rentoncomicon.com Fax: (425)430-7300 15. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational qualification, the Consultant agrees as follows: A. Consultant, and Consultant's agents, employees, representatives, and volunteers with regard to the Work performed or to be performed under this Agreement, shall not discriminate on the basis of race, color, sex, religion, nationality, creed, marital status, sexual orientation or preference, age (except minimum age and retirement provisions), honorably discharged veteran or military status, or the presence of any sensory, mental or physical handicap, unless based upon a bona fide occupational qualification in relationship to hiring and employment, in employment or application for employment, the administration of the delivery of Work or any other benefits under this Agreement, or procurement of materials or supplies. B. The Consultant will take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, creed, color, national origin, sex, age, sexual orientation, physical, sensory or mental Ci) PAGE 6OF11 handicaps, or marital status. Such action shall include, but not be limited to the following employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training. C. If the Consultant fails to comply with any of this Agreement's non-discrimination provisions, the City shall have the right, at its option, to cancel the Agreement in whole or in part. D. The Consultant is responsible to be aware of and in compliance with all federal, state and local laws and regulations that may affect the satisfactory completion of the project, which includes but is not limited to fair labor laws, worker's compensation, and Title VI of the Federal Civil Rights Act of 1964, and will comply with City of Renton Council Resolution Number 4085. 16. Miscellaneous:The parties hereby acknowledge: A. Consultant will not be reimbursed for job related expenses except to the extent specifically agreed within the attached exhibits. B. This is a non-exclusive agreement and Consultant is free to provide his/her Work to other entities, so long as there is no interruption or interference with the provision of Work called for in this Agreement. C. Consultant is responsible for his/her own insurance, including, but not limited to health insurance. D. Consultant is responsible for his/her own Worker's Compensation coverage as well as that for any persons employed by the Consultant. E. Report on Execution of Services a. The Recipient shall submit a report on services and work provided with the final invoice, no later than December 30, 2019. This report should be no longer than five pages, excluding budget detail, and should follow the outline below: i. Summarize the activities undertaken in providing the scope of work described in Exhibit A. ii. Reference the project objectives specified in Exhibit A. Were those objectives achieved? Why or why not? Were there any unexpected positive outcomes or challenges? Ci) PAGE 7 OF 11 iii. Reference the specific measurable results specified in Exhibit A. Were they achieved? If not, what challenges prevented the achievement of the anticipated results? iv. Describe involvement of any partners specified in Exhibit A, as well as any unexpected cooperative relationships that developed through implementation of the project. v. Reference the project budget specified in the Exhibit A. Provide an analysis of actual expenses and income in relation to the projected budget. vi. Provide a good faith best-estimate of actual attendance generated by the scope of work in the three categories below: 1. Travelers staying overnight in paid accommodations away from their place of residence or business; 2. Travelers staying overnight in unpaid accommodations (e.g., with friends and family) and traveling more than 50 miles; 3. Travelers for the day only and traveling more than 50 miles. 4. Describe the methodologies used to arrive at the good faith estimate of actual attendance numbers described above. 17. Other Provisions: A. Approval Authority. Each individual executing this Agreement on behalf of the City and Consultant represents and warrants that such individuals are duly authorized to execute and deliver this Agreement on behalf of the City or Consultant. B. General Administration and Management. The City's project manager is Cliff Long. In providing Work, Consultant shall coordinate with the City's contract manager or his/her designee. C. Amendment and Modification. This Agreement may be amended only by an instrument in writing, duly executed by both Parties. D. Conflicts. In the event of any inconsistencies between Consultant proposals and this Agreement, the terms of this Agreement shall prevail. Any exhibits/attachments to this Agreement are incorporated by reference only to the extent of the purpose for which they are referenced within this Agreement. To the extent a Consultant prepared exhibit conflicts with the terms in the body of this Agreement or contains terms that are extraneous to the purpose for which it is referenced, the terms in the body of this Agreement shall prevail and the extraneous terms shall not be incorporated herein. • PAGE 8OFII E. Governing Law. This Agreement shall be made in and shall be governed by and interpreted in accordance with the laws of the State of Washington and the City of Renton. Consultant and all of the Consultant's employees shall perform the Work in accordance with all applicable federal, state, county and city laws, codes and ordinances. F. Joint Drafting Effort. This Agreement shall be considered for all purposes as prepared by the joint efforts of the Parties and shall not be construed against one party or the other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution. G. Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce or interpret this Agreement or any of its terms or covenants shall be brought in the King County Superior Court for the State of Washington at the Maleng Regional Justice Center in Kent, King County, Washington, or its replacement or successor. H. Severability. A court of competent jurisdiction's determination that any provision or part of this Agreement is illegal or unenforceable shall not cancel or invalidate the remainder of this Agreement, which shall remain in full force and effect. I. Sole and Entire Agreement. This Agreement contains the entire agreement of the Parties and any representations or understandings, whether oral or written, not incorporated are excluded. J. Time is of the Essence. Time is of the essence of this Agreement and each and all of its provisions in which performance is a factor. Adherence to completion dates set forth in the description of the Work is essential to the Consultant's performance of this Agreement. K. Third-Party Beneficiaries. Nothing in this Agreement is intended to, nor shall be construed to give any rights or benefits in the Agreement to anyone other than the Parties, and all duties and responsibilities undertaken pursuant to this Agreement will be for the sole and exclusive benefit of the Parties and no one else. L. Binding Effect. The Parties each bind themselves, their partners, successors, assigns, and legal representatives to the other party to this Agreement, and to the partners, successors, assigns, and legal representatives of such other party with respect to all covenants of the Agreement. M. Waivers. All waivers shall be in writing and signed by the waiving party. Either party's failure to enforce any provision of this-Agreement shall not be a waiver and Q PAGE 9OF11 shall not prevent either the City or Consultant from enforcing that provision or any other provision of this Agreement in the future. Waiver of breach of any provision of this Agreement shall not be deemed to be a waiver of any prior or subsequent breach unless it is expressly waived in writing. N. Counterparts. The Parties may execute this Agreement in any number of counterparts, each of which shall constitute an original, and all of which will together constitute this one Agreement. 18. Supplemental Term: Acknowledgment and Trademark Licenses: Consultant shall acknowledge the City in any press release, public announcement, or publicly-released documents related to the Services detailed herein. To that end, City grants Consultant a royalty-free non-exclusive, revocable license to use its name and logo solely for that purpose upon the advance written approval of the City in each instance. In addition, Consultant grants City a non-exclusive, royalty-free, world-wide, license to use Consultant's name and/or logo for the limited purpose of communications regarding the grant between City and Consultant to City members and the general public in promotion of City in all media and mediums, including without limitations, broadcast, print, online and City membership materials until the expiration or termination of this Agreement. IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date last signed by the Parties below. CITY OF RENTON Northwest Entertainment Alliance By: _ By: C.E. "Chip" Vincent Brian Morris CED Administrator Northwest Entertainment Alliance 2 Z o l i 08/01/2019 Date Date Approved as to Legal Form C:4 PAGE 10 OF 11 Shane Moloney Renton City Attorney Contract Template Updated 12/29/2017(non-standard LCC) cs PAGE 11 OF 11 Exhibit A 1110 Renton City Comicon 4329 SE 3rd Street Renton, WA 98059 WA State Non-Profit UBI: 604-345-164 EIN: 61-1907261 RE: Renton LTAC funds Dear LTAC Committee, Thank you for the opportunity to once again be involved with the LTAC funding process in Renton. The last three years at Renton City Comicon have been a huge learning experience as well as test of endurance and patience for all involved. While not everything has always gone according to plan, it has created an unparalleled education. We can't thank enough those who have supported, encouraged and partnered with us. As we move into year 4, we have created process improvement across our organization. What does year 4 look like? • We have appointed a CEO for consistent day to day operations for the organization. • We have a new financial protocol set up with a new finance director and accounting department-. • We have partnered with Renton Technical College to ensure a low cost and exciting venue. • We are partnering with Renton hotels utilizing discount codes, block room bookings, shuttle services and marketing opportunities. • We have partnered with local and international organizations such as the Renton Arts Commission, Renton Downtown Partnership, Boeing, NASA, Vulcan, and many more. • Our VIP party is to take place in the downtown corridor involving many of the restaurants and pubs, Renton Civic Theater, the Pavilion and the Rain City Catering. We continue to schedule many civic events throughout the year. Once again, we are humbled by the opportunity that Renton has given us over the years and are excited-to partner with the city of Renton. Brian Morris CEO, Exec Dir. Renton City Comicon 206-914-8054 Renton City Comicon 4329 SE 3rd Street Renton, WA 98059 UBI: 604 345 164 proposed budget for Renton City Comicom, 2019 expenses income RTC location $20,000 operational $27,000 Travel -Rooms $3,000 -Flights $3,200 -Per Diem $1,000 -Food $1,000 -Local Travel $1,500 appearance fee $10,000 -VIP networking event $3,000 Marketing $12,000 - Printing $5,000 total $86,700 Vendors (35 vendors ©$300) $10,700 Artist (20 artist @$150) $3,000 LTAC funding- Renton $10,000 LTAC funding - Kent $10,000 ART FUNDING $3,000 Admission fees $50,000 total $86,700 Proposal Budget Summary(Complete the summary below AND ATTACH DETAILED BUDGET) EXPENSES RENTON(LTAC)FUNDS Other Funds Total Personnel(salaries&benefits) $ 00 $00 $00 Administration(office expenses including copies,rent,janitor,utilities, $ 55,000 $55,000 phone,taxes,supplies,etc.) Marketing/Promotion $ 10,000 $ 2,000 $ 12,000 Travel $ $9,700 $ 9,700 Consultants $ 00 $00 $00 Other Activities $ $10,000 $10,000 Explain:VIP appearance costs TOTAL COSTS: $10,000 $76,700 $86,700 What percentage of your overall Proposal budget would the Renton(LTAC)funds represent? 20.5 Can you complete this Proposal with reduced funding? Yes 0 No❑ Please explain: Limited funding will require cutbacks in both marketing and event activities.We would limit the amount spent with KTCW and printed materials.For events we cut back on Stem and Science activities,Art Activities and reduce the VIP guests Such as visiting NASA astronaut and robotic experts. We would also have the limit the activities in the downtown corridor as well. OTHER INCOME(from sponsorships,grants,donations,and admission fees) If you anticipate receiving partial funding for this activity from another source,please list the source(s),approximate amount,and status of funding.Indicate the entry or admission fee if one will be charged. Confirmed or Projected? Source Amount If projected,what is the anticipated receipt date? Admission Fees $ 50,000 projected-09/10/19 Vendor/artist fees $13,700 confirmed Kent LTAC funding $ 10,000 projected-06/01/19 Art commision funding $ 3,000 projected-06/01/19 TOTAL OTHER INCOME: $ 76,700 COMPLETE AND SUBMIT THIS PROJECTION REPORT WITH YOUR LTAC APPLICATION. (Note: Grant recipients will be required to complete a similar report showing actual attendance figures after the completion of their 2019 event.) CITY OF RENTON 2019 LTAC VISITOR ATTENDANCE REPORT (PROJECTIONS ONLY) YOUR ORGANIZATION: Northwest Entertainment Alliance NAME of Event, Facility, or Marketing Proposal: Renton City Comicon DATE(S)your activity will occur: From 09/06/19 through 09/08/19 AMOUNT you are requesting from LTAC: $ 20,000 Projected Methodology* and Explanation Choose the method you intend to use from the list below, 1. Total anticipated attendance: then explain how data will be collected. #of people at your event,using direct&indirect your facility,or brought to the 3,000 City due to your marketing efforts People Explain Use of ticket sales, redeemed tickets&police estimates direct&representative survey 2. How many visitors will come from Method over 50 miles away? 750 People Explain use of ticket sales&surveys 3. How many visitors will come from Method direct&representative survey another state or country? 200 People Explain use of ticket sales&surveys_. 4. How many overnight visitors 100 Method informal survey will stay with family/friends? People Explain general informal survey of guest and their accommodations 5. (a) How many overnight visitors Method direct count&representative survey will stay at PAID accommodations? 300 People Explain hotel bookings with sponsor hotels and ticket surveys (b)This will result in how many Direct count&representative survey total paid lodging nights? Method— (Consider multiple nights,double occupancy,etc.) 450 Nights Exp ain hotel bookings with sponsor hotels and ticket surveys * Direct Count—e.g., paid admissions, head count,chair or vehicle count, figures collected from a hotel/restaurant/tour guide. * Indirect Count—e.g., raffle tickets sold, redeemed coupons,brochures handed out, police requirements for crowd control,visual estimate. * Representative Survey—Highly structured data collection based on random sample survey that includes a margin of error and confidence level which allows the results to be reliably projected over all attendees. * Informal Survey—Unstructured survey with results that cannot be reliably projected over all attendees. For example, information is taken only from volunteer participants,or it's only offered at one time/place rather than throughout the event. * Structured Estimate—Figure is based on computing known information about an event or location such as the maximum legal occupancy(one person per three square feet). * Other—Please describe.