HomeMy WebLinkAboutresolution.council.013-14 RESOLUTION # 13
(Series of 2014)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN
AND WHEELER FILM SOCIETY AUTHORIZING THE CITY MANAGER TO
EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF ASPEN,
COLORADO.
WHEREAS, there has been submitted to the City Council a contract for
services to procure and present a variety of cinema products in the Wheeler Opera
House, between the City of Aspen and Wheeler Film Society, a true and accurate
copy of which is attached hereto as Exhibit "A";
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF ASPEN, COLORADO,
That the City Council of the City of Aspen hereby approves that Contract
for services to procure and present a variety of cinema products in the Wheeler
Opera House, between the City of Aspen and Wheeler Film Society, a copy of
which is annexed hereto and incorporated herein, and does hereby authorize the
City Manager to execute said agreement on behalf of the City of Aspen.
INTRODUCED, READ AND ADOPTE y th Ci y Council f the City of
Aspen on the 241" day of February, 2014.
teven kadron, Mayor
I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the
foregoing is a true and accurate copy of that resolution adopted by the City
Council of the City of Aspen, Colorado, at a meeting held, February 24, 2014.
Kathryn S. Koch, City Clerk
AGREEMENT FOR SERVICES
WHEELER OPERA HOUSE AND WHEELER FILM SOCIETY
JANUARY 2014
THIS AGREEMENT made this[day of February 2014,by and between the City of
Aspen d/b/a the Wheeler Opera House("Wheeler')and Jon Busch and Don Swales d/b/a
the Wheeler Film Society(WFS"),provides as follows.
WHEREAS the Wheeler wishes to extend to WFS a continued presence in its diverse
range of entertainment,artistic,and cultural programs and events;and
WHEREAS WFS possesses knowledge,skill,and experience in the realm of the
booking and presentation of cinema product; and
WHEREAS the Wheeler and WFS have had a long and distinguished history of
working cooperatively on the presentation of specialty cinema product from 1990 to 2013
through a number of successive Services Agreements;
NOW THEREFORE,in consideration of the following covenants,the parties agree as follows:
1. WFS will work with Wheeler management on a consulting basis for the
procurement and presentation of cinema product for fill-date bookings in the
Wheeler calendar,as designated by Wheeler management.
2. WFS will provide the following services for a flat-rate fee of$65 per confirmed
booking title: Title suggestion,title procurement,favorable exhibition terms,and
materials delivery coordination.
3. WFS,when available to perform such service and as mutually schedulable,will serve
as screening host and projectionist,at a flat fee of$50 per screening.
4. The Wheeler will absorb the following duties and expense areas: Title advertising;
exhibition terms payment;media shipping;all box office and front of house
expenses.
5. Final title selection,length of run, and amount of screenings per day will be mutually
agreeable between Wheeler management and WFS.
6. The Wheeler will retain 100% of exhibition proceeds.
7. All such bookings will be billed as co-presented by the Wheeler and Wheeler Film
Society.
8. Consideration will be given,as appropriate blocks of time may become available,for
the creation of"mini-festivals,"particularly for classic-film product,consistent with
the terms and conditions as outlined above.
9. The initial term of this Agreement shall be for one year,from March 1,2014,
through August 31,2015,unless terminated earlier at the option of either party by
giving sixty(60)days written notice of such intent to terminate. Should each party,
at the conclusion of a presenting year and upon a satisfactory annual review of that
year's bookings by each party(including the Wheeler board of directors),wish to
extend the Agreement,then the term of the Agreement may be extended for up to
two additional one-year terms,for a maximum of three years(concluding August 31,
2017).
10. Both the Wheeler and WFS acknowledge that the goal of this Agreement is to
present an attractive opportunity cinema program that will at minimum be expense-
neutral. The average headcount necessary to achieve this end is gauged at 80 paid
admissions per screening. It shall be the goal of both the Wheeler and WFS to
strategically position titles and dates to meet this attendance minimum,and to
witness both stabilization and growth of a regular opportunity-film audience.
11. This Arrangement shall not preclude the Wheeler from creating and booking other
film exhibitions,series,or festivals at any time or place in the booking calendar.
ADDITIONAL TERMS AND CONDITIONS:
12. WFS shall maintain,and provide annual evidence thereof,a valid license for the
purpose of conducting business within the City of Aspen. Failure to maintain such
license will result in immediate suspension,and may result in termination,of the
Agreement.
13. The parties intend that the relationship created by this document is that of
employer/independent contractor. No agent,employee,or servant of WFS shall be
or shall be deemed to be the employee,agent,or servant of the Wheeler.None of the
benefits provided by Wheeler to its employees,including,but not limited to,
compensation insurance and unemployment insurance,are available from Wheeler
to the employees,agents,or servants of WFS. WFS will be solely and entirely
responsible for its acts and for the acts of WFS's agents,employees,servants,and
subcontractors during the performance of this contract.
14. WFS shall indemnify Wheeler and its board against all liability or loss,and against
all claims or actions based upon or arising out of damage or injury(including death)
to persons or property caused by or sustained in connection with WFS's negligent
performance of the contract or by conditions created thereby,or based upon any
violation of any statute,ordinance,building code or regulation,and the defense of
any such claims or actions. WFS shall also indemnify Wheeler against all liability
and loss in connection with,and shall assume full responsibility for,payment of all
federal,state,and local taxes or contributions imposed or required under
unemployment insurance,social security and income tax law,with respect to WFS
and/or WFS's employees engaged in the performance of this Agreement.
15. It is expressly agreed that this Agreement contains the entire understanding of the
parties relevant to the subject matter thereof and there are no verbal or written
representations,agreements,warranties or promises pertaining to the subject
matter hereof next expressly incorporated in writing.
16. It is agreed that neither this Agreement nor any of its terms,provisions,conditions,
representations or covenants can be modified,changed,terminated or amended,
waived,superseded or extended except by appropriate written instrument fully
executed by Wheeler and WFS.
17. If any of the provisions of the Agreement shall be held invalid,illegal or
unenforceable,it shall not affect or impair the validity,legality,or enforceability of
any other provision.
18. WFS and Wheeler acknowledge and understand that there are no conditions or
limitations to this understanding except those as contained herein at the time of the
execution hereof and that after execution no alteration,change,or modification shall
be made except by a document signed by WFS and Wheeler.
Failure-to comply with the individual or collective terms of this Agreement will result in the
immediate termination of this Agreement.
Having agreed to the above and foregoing,the parties hereto do affix their
signatures.
WHEELER OPERA HOUSE
By:
m Slaton, xecutive Director
WHEELER FILM SOCIETY
By: �4 , --
Jo B c presenting Jon Busch and Don Swales d/b/a Wheeler Film Society