HomeMy WebLinkAboutChinook Entertainment, LLC - Special Event Promotion PERSONAL SERVICES AGREEMENT
Special Event Promotion Services — Chinook Entertainment
THIS PERSONAL SERVICES AGREEMENT, hereinafter an "Agreement," is
made and entered into by and between the City of Yakima, a Washington State municipal
corporation (hereinafter the "City "), and Chinook Entertainment, L.L.C., a limited liability
company (hereinafter "Consultant ").
I. RECITALS
A. City is a municipal corporation of the State of Washington with City Hall located at
129 North 2nd Street, Yakima, Washington 98901.
B. Consultant is a limited liability company duly formed and existing under the laws
of the State of Washington, with local business address at P.O. Box 309, Naches, WA
98937.
C. City desires to facilitate special event concert and associated activities for the
benefit of the community, to occur on May 14, 2016. The event will feature concerts and
entertainment intended to benefit the public and promote the cultural, recreational,
educational and economic development interests of the community.
D. Consultant has the experience and ability to provide promotional, talent buying and
operational services to accomplish such purposes.
E. The parties desire to enter into an Agreement for the provision of such services
pursuant to the terms and conditions set forth herein and below.
II. AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants, conditions,
promises, and agreements set forth herein, it is agreed by and between the City and the
Consultant as follows:
1. Special Event. The special event subject to this Agreement is the 2016
Yakima Roots & Vines Festival and shall consist of concerts and entertainment and
related productions.
2. Special Events Location. The special event described above will be scheduled
to occur within the North Front Street Historic District. City shall provide all necessary
permissions to accomplish the closure of such area used for the festival to vehicular
traffic, except for: (a) incidental vehicular access to facilitate the events and (b)
emergency vehicle access to and from the event site. Notwithstanding the above, the
parties by mutual agreement may designate other suitable locations for the special event.
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3. Scope of Work. The Consultant shall provide special event services, staff,
specialized equipment, and otherwise do all things necessary for or incidental to the
performance of the following work.
a. Provide production and stage management for the event entertainment.
b. Hire performers to perform at the special event described in Section 1 above.
City will provide Consultant with up to $30,000.00 to enable Consultant to
compensate all performers hired by Consultant to perform at the special event
described in Section 1 above. Before executing any contract with an artist the
details must be discussed with appropriate City contact. A copy of each
executed artist's contract will be provided to the City upon execution with each
performing artist.
Consultant shall prepare and execute a written artist's agreement with each
artist hired by Consultant pursuant to this Agreement. Such artists shall each
be deemed contractors with Consultant and shall not be deemed for any
purpose to be a contractor, agent or employee of City. Consultant shall be
solely responsible for payment of any and all compensation owed to or claimed
by any artist for, or arising out of, his, her or their performance at the special
event described herein.
c. Coordinate all travel considerations for the performers, provide artist relations
and artist coordination services in advance of the event or on the day of the
event. The City will pay all contracted hotels, meal and backline equipment
requests upon agreement with consultant in addition to performance fees.
d. Assist the City in general management of the events to facilitate public
participation and safety of the overall event.
e. Provide graphic design, poster design, and banner design for the event at a
cost not to exceed $250.00. City shall pay Consultant the sum of $250.00 for
such design services.
f. For performance of such services above, City shall pay Consultant a booking
fee equal to twelve percent (12 %) of the total compensation paid by Consultant
to performers contracted to perform at the special event, as set forth in
subsection (b) above.
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4. City's Responsibilities. In addition to compensation paid to Consultant
pursuant to Section 5 below, the City shall provide the following services to facilitate the
special events:
a. City will provide appropriate closure of street at the event site, with appropriate
barricades and signage.
e. City will provide any necessary permission and permit for street closure and
special event.
f. City shall make available appropriate space on its web site or
telecommunications systems for the placement of information advertising and
promoting the special events. City reserves the right to approve, deny or edit such
information, advertising and promotion in any manner deemed necessary or
appropriate by City in its sole discretion.
g. City will provide tables, tents /canopies, and fencing as appropriate to facilitate
the event.
h. City will provide a person with appropriate authority to serve as event
liaison.
City will retain all revenue from ticket sales
5. Compensation. As compensation for Consultant's services, the City shall pay
Consultant a booking fee in an amount equal to twelve percent (12 %) of the total amount
paid by Consultant to performing artists who have executed a written artist's agreement
to perform at the special event described herein. (The "total amount paid by Consultant
to performing artists" shall not exceed $30,000.00, and the total booking fee payable to
Consultant for such booking services shall not exceed three thousand six hundred dollars
($3,600.00).) City shall also pay Consultant the sum of two hundred fifty dollars ($250.00)
for graphic design services as described in Section 3. Consultant's compensation in this
Section 5 shall be paid to Consultant within thirty (30) days after submission of an
accounting by Consultant of artists' performing agreements executed and a statement of
booking fees earned.
As described herein and above, City will provide up to Thirty Thousand Dollars
($30,000.00) to be used by Consultant to pay performers who have executed artist's
agreements to provide performances for the special event described herein. Such amount
shall not be construed as compensation to Consultant, but shall serve as the source of
funds payable to performing artists retained by Consultant for the special event
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As set forth above, total amounts payable under this Agreement shall not exceed
$33,850.00. All payments are expressly conditioned upon Consultant providing services
hereunder satisfactory to the City.
6. Term of Agreement. The term of this Agreement shall commence upon full
execution by all parties and shall terminate upon full performance of Consultant's service
hereunder and City's payment of compensation. This Agreement may be terminated by
either party in accordance with Section 18 of this Agreement.
7. Status of Consultant. The Consultant and the City understand and expressly
agree that Consultant is an independent contractor in the performance of each and every
part of this Agreement. The Consultant, as an independent contractor, assumes the entire
responsibility for carrying out and accomplishing the services required under this
Agreement free from supervision by the City over the methods and details of performance
except as provided herein. Additionally, and as an independent contractor, Consultant
and its employees shall make no claim against the City for 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 Consultant
or any officer, employee or agent of Consultant and the City. Consultant shall likewise
include within any agreement with artists retained or hired by Consultant to provide
performances pursuant to this Agreement a written provision that each artist hired or
retained by Consultant pursuant to this Agreement shall for all purposes be deemed an
independent contractor of Consultant, and not an agent, employee or contractor of the
City.
8. Taxes and Assessments. Consultant shall be solely responsible for
compensating his 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, Consultant shall pay the same before it becomes due.
9. Non - Discrimination. During the performance of this Agreement, Consultant shall
not discriminate in violation of any applicable federal, state and /or local law or regulation
on the basis of race, color, sex, religion, national origin, creed, marital status, political
affiliation, or the presence of any sensory, mental or physical handicap. 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. Compliance With Law. Consultant agrees to perform all 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.
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11. No Conflict of Interest. Consultant represents that he and /or his employees do
not have any interest and shall not hereafter acquire any interest, direct or indirect, which
would conflict in any manner or degree with the performance of this Agreement.
12. No Insurance provided by City. It is understood the City does not maintain
liability insurance for Consultant and /or his employees.
13. Indemnification and Hold Harmless
(a) Consultant agrees to protect, defend, indemnify, and hold harmless the City,
its elected officials, officers, employees, agents, and volunteers from any and all claims,
demands, losses, liens, liabilities, penalties, fines, lawsuits, and other proceedings and
all judgments, awards, costs and expenses (including reasonable attorneys' fees and
disbursements) arising out of or resulting from the performance of artists retained by
Consultant pursuant to this Agreement, and /or resulting from death or bodily injury to any
person or damage or destruction to a third party or third parties to the extent caused by
any negligent act and /or omission of Consultant, its officers, employees, agents,
volunteers, contractors and /or subcontractors, arising out of the performance of this
Contract.
(b) Nothing contained in this Section or this Agreement shall be construed to
create a liability or a right of indemnification in any third party.
14. Insurance
(a) At all times during performance of the Services, Consultant shall secure and
maintain in effect insurance to protect the City and Consultant from and against all claims,
damages, losses, and expenses arising out of or resulting from the performance of this
Contract. Consultant shall provide and maintain in force insurance in limits no less than
that stated below, as applicable. The City reserves the right to require higher limits should
it deem it necessary in the best interest of the public.
(b) Commercial General Liability Insurance. Before this Contract is fully
executed by the parties, Consultant shall provide the City with a certificate of insurance
as proof of commercial liability insurance and commercial umbrella liability insurance with
a total minimum liability limit of Two Million Dollars ($2,000,000.00) per occurrence
combined single limit bodily injury and property damage, and Two Million Dollars
($2,000,000.00) general aggregate (per project). The policy shall include employers
liability (Washington Stop Gap). The policy will also include liquor liability. The certificate
shall clearly state who the provider is, the coverage amount, the policy number, and when
the policy and provisions provided are in effect. Said policy shall be in effect for the
duration of this Contract. The policy shall name the City, its elected officials, officers,
agents, employees, and volunteers 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
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an insurance company or companies rated A -VII or higher in Best's Guide and admitted
in the State of Washington.
15. Assignment. This Agreement, or any interest herein, or claim hereunder, shall
not be assigned or transferred in whole or in part by the Consultant 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 Consultant as stated herein.
16. Integration. This written document constitutes the entire agreement between the
parties. With the exception of confirming the date of the workshop and finalization of the
workshop materials and agenda as described in Section 1 above (which may be
accomplished by email or other agreed method), no changes or additions to this
Agreement shall be valid or binding upon either party unless such change or addition be
in writing and executed by both parties.
17. Non - Waiver. The waiver by Consultant or the City of the breach of any provision
of this Agreement by the other party shall not operate or be construed as a waiver of any
subsequent breach by either party or prevent either party thereafter enforcing any such
provision.
18. Termination. The Consultant or the City may terminate this Agreement, with or
without cause, by giving the other party at least ten (10) days advance written notice of
termination. In the event of such termination, the Consultant shall be compensated for
actual expenses incurred, which cannot be reversed, up to the effective date of
termination. In such event, Consultant shall provide City with invoices supporting and
documenting such expenses. In no event shall total compensation, including
reimbursement of expenses hereunder, exceed $33,850.00 .
19. Survival. Any provision of this Agreement which 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.
20. Notices. Unless stated otherwise herein, all notices and demands shall be in
writing and sent or hand delivered to the parties at their addresses as follows:
To City: Jeff Cutter
Interim City Manager
City of Yakima City Hall
129 North 2nd Street
Yakima, WA 98901
To Consultant: Dawn Gardner
Chinook Entertainment, L.L.C.
PO Box 309
Naches, WA 98937
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or to such 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.
21. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Washington.
22. Venue. The venue for any action to enforce or interpret this Agreement shall lie
in the Superior Court of Washington for Yakima County, Washington.
23. Effective Date. This Agreement shall be effective as and from the date
signed by the last party to sign.
CITY OF YAKIMA Chinook Entertainment, L.L.C.
By: �. By:
J ter, In erim City Manager Dawn Garnder
Date: I. i 4 (p Date: I Z 2 1
ATTEST:
xr_i I �•�� �.y ' } 9 �1 CITY CONTRACT NO. -204 DO 3
Sonya Claa Tee, Ci tier. / A
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