HomeMy WebLinkAboutYakima Valley Museum and Historical Association - Art Van Use for Thursday Night Concerts ART VAN USE AGREEMENT — THURSDAY NIGHT CONCERTS
By and Between
CITY OF YAKIMA
And
THE YAKIMA VALLEY MUSEUM AND HISTORICAL ASSOCIATION
THIS ART VAN USE AGREEMENT (hereinafter the "Agreement ") is executed by and
between the City of Yakima, Washington, a municipal corporation (hereinafter the "City ")
and The Yakima Valley Museum And Historical Association, a Washington nonprofit
corporation (hereinafter "Museum ").
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. Museum is a nonprofit corporation whose primary purpose is to provide
the community with historical educational opportunities and to present the cultural
history of the Yakima Valley to the residents therein. The Museum maintains its office
at 2105 Tieton Drive, Yakima, Washington.
C. The parties agree that Museum will administer the funds and activities
described below to coordinate, facilitate and promote a free art program for the benefit
of the youth and citizens of Yakima during the presentation of musical concerts held
during the Downtown Summer Nights Concert Series in downtown Yakima on Thursday
evenings during the summer months in accordance with the terms and conditions of this
Agreement.
II. Agreement
WHEREFORE, in consideration of the mutual covenants, promises and conditions set
forth herein, the City and Museum agree as follows:
1. Payment of Funds by City. In compensation for the art services provided
by the Museum under this Agreement, the City shall pay Museum an agreed per event
Fee. The amount of the Fee shall be Two Hundred Fifty Dollars ($250) per concert
event for the art services provided during the Thursday night concerts. There shall be a
total of ten concerts presented; the total compensation paid to the Museum under this
Agreement for all ten of the concerts shall be in an amount not to exceed Two
1
Thousand Five Hundred Dollars ($2,500.00). The City will pay for the services received
upon receipt of an invoice identifying the specific date upon which the art services were
provided. The City shall pay the Museum for each invoiced amount within thirty days of
receipt of the invoice.
2. Term of Agreement. This Agreement shall commence on June 16, 2016
and continue through the date of the last concert in the Downtown Summer Nights
Concert Series on August 18, 2016. There will be ten concerts total.
3. Scope of Services. Museum shall use the funds received from the City to
establish, promote, equip with supplies and support an Art Van to provide appropriate
activities during the concert, and a representative that will be present between the hours
of 5:30 p.m. to 8:00 p.m. at the site of the concerts in downtown Yakima during each of
the concert events. The City shall provide the necessary tents and tables to allow
interested individuals to utilize the art materials during the conduct of the event. The Art
Van representative will make materials from the Art Van available to the public during
the concerts and will provide assistance and instruction to those participating in the art
events. Such funds may also be used to defray Museum's administrative costs incurred
in managing and administering such activities.
4. Reports. Museum will prepare and provide to City a written report at the
conclusion of the Concert Series identifying the number of individuals served during the
2016 Summer Concert Series and generally describing the types of art activities that
took place during the events.
5. Termination of Agreement. This Agreement may be terminated by either party
for any reason upon fifteen (15) calendar days' advance written notice to the other
party. Upon the effective date of termination, City shall have no further obligation to pay
any remaining funds to Museum except for those funds necessary to defray costs for
services already provided as of the date of termination. In no event shall payment
exceed $2,500.00.
6. Property and Equipment. The City agrees to provide the Arts Van owned by
the City for use by Museum during the concerts. The City's automobile insurance will
cover the Art Van while it is being operated by a person authorized under this
Agreement and under the Museum's Agreement for provision of the services provided
for herein. Museum shall provide all of the art supplies needed for the Art Services
subject to the performance of this Agreement throughout the ten concerts in the series.
Museum shall also provide a representative that will be present and shall oversee the
presentation of the Art Services during each of the concerts, and who shall be
2
appropriately licensed and trained to operate the Art Van. Said representative shall be
solely responsible for making the art supplies available to the public and for cleaning up
any items and debris that result from the presentation of Art Services during the
concerts.
7. Records and Accounts. The Museum shall maintain (in accordance with
generally accepted accounting practices) books, accounts, records, documents and
other materials related directly or indirectly to the costs, expenses, and expenditures
incurred and /or made pursuant to this Agreement. All such books, accounts, records,
documents and other materials shall be subject to inspection and audit at reasonable
times by representatives of the City of Yakima and /or of the Washington State Auditor.
The Museum shall make such books, accounts, records, documents and other materials
available and afford the proper facilities for such inspection and /or audit within forty -
eight (48) hours of inspection /audit notification from any of said local and /or state
government representatives. Said books, accounts, records, documents and other
materials may be copied by said local and /or state government representatives as part
of such an inspection /audit.
The records relating to this Agreement must be made available to the City, and the
records relating to Scope of Services in this Agreement are City of Yakima records.
They must be produced to third parties, if required pursuant to the Washington State
Public Records Act, Chapter 42.56 RCW, or by law. All reocrds relating to the Hispanic
Chamber's Scope of Services under this Agreement must be retained by the Hispanic
Chamber for a minimum of six (6) years after the end date or termination of this
Agreement. The records hsall at all times be subject to inspection by and with the
approval of the City of Yakima, and will be provided to the City upon the City's request.
This Section shall survive the termination of this Agreement.
8. Insurance.
A. City's Insurance. It is understood the City does not maintain liability
insurance for the Museum and /or its officers, employees, volunteers, agents and /or
subcontractors.
B. Museum's Insurance. At all times during performance of the
Services, Museum shall secure and maintain in effect insurance to protect the City and
the Museum from and against all claims, damages, losses, and expenses arising out of
or resulting from the performance of this Agreement. Museum shall provide and
maintain in force insurance in limits no less than that stated below. The City reserves
the rights to require higher limits should it deem it necessary in the best interest of the
3
public. If Museum carries higher coverage limits than the limits stated below, such
higher limits shall be shown on the Certificate of Insurance and Endorsements and City
shall be named as an additional insured for such higher limits.
(1)_Commercial General Liability Insurance. Before this Agreement is fully
executed by the parties, Museum shall provide the City with a certificate of
insurance as proof of commercial liability insurance and commercial umbrella
liability insurance with a total liability limit of the limits required in the policy,
subject to minimum limits 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. 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 and appointed officials,
officers, agents, employees, and volunteers as additional insureds. The insured
shall not cancel or change the insurance without first giving the City thirty (30)
calendar days prior written notice. The insurance shall be with an insurance
company or companies rated A -VII or higher in Best's Guide and admitted in the
State of Washington.
(2) Museum will also provide statutory workers' compensation and employer's
liability insurance as required by state law.
9. Hold Harmless.
a. The Museum agrees to protect, defend, indemnify, and hold harmless
the City and its officers, elected and appointed officials, employees and
agents from any and all claims, demands, losses, liens, liabilities,
penalties, fines, lawsuits, and other proceedings and all judgments,
awards, costs and expenses (including attorneys' fees and
disbursements) caused by or occurring by reason of any negligent act
and /or omission of the Museum, its officers, employees, agents,
volunteers and /or subcontractors, arising out of or in connection with
duties, obligations, and services required of the Museum under this
Agreement.
b. In the event that both the Museum and the City are negligent, the
Museum's liability for indemnification of the City shall be limited to the
contributory negligence for any resulting suits, actions, claims, liabilities,
damages, judgments, costs and expenses (including reasonable
attorneys' fees) that can be apportioned to the Museum, its officers,
employees, agents and /or subcontractors.
4
c. Nothing contained in this Section or this Agreement shall be construed to
vest a right of defense and /or indemnification in any third party.
d. The provisions of this Section or this Agreement shall survive the
termination or expiration of this Agreement.
10. Independent Contractor. In performing this Agreement, Museum understands
and acknowledges that it, and its employees and volunteers, are independent
contractors, not subject to control or direction from the City except for such oversight as
is herein described and set forth by City ordinance. Museum expressly represents,
warrants and agrees that its status as an independent contractor in the performance of
the work and services required under this Agreement is consistent with and meets the
six -part independent contractor test set forth in RCW 51.08.195. Museum and its
officers, employees, agents, subcontractors and volunteers shall make no claim of City
employment nor shall claim against the City any related employment benefits, social
security and /or retirement benefits.
11. Taxes and Assessments. Museum shall be solely responsible for
compensating its officers, employees, agents and /or subcontractors 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 or in connection with the duties, obligations and services
required of Museum under this Agreement, Museum shall pay the same before it
becomes due.
12. Nondiscrimination. During the performance of this Agreement, Museum shall
not discriminate on the basis of age, sex, race, creed, religion, color, national origin,
marital status, disability, honorably discharged veteran or military status, pregnancy,
sexual orientation, and any other classification protected under federal, state, or local
law. 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. Museum agrees to comply with the applicable provisions of
State and Federal Equal Employment Opportunity and Nondiscrimination statutes and
regulations.
13. The Americans with Disabilities Act. Museum shall comply with the
Americans with Disabilities Act of 1990, 42 U.S.0 §§ 12101 et seq.( "ADA ") and its
implementing regulations and Washington state's anti - discrimination law as set forth in
Chapter 49.60 RCW ( "WLAD ") and its implementing regulations, with regard to the
5
provision of services under this Agreement. The ADA and the WLAD provide
comprehensive civil rights to individuals with disabilities in the area of employment,
public accommodations, public transportation, state and local government services and
telecommunications.
14. Compliance with Law. Museum shall provide all services under 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.
15. Assignment. This Agreement, or any interest therein, or claim hereunder, shall
not be assigned or transferred in whole or in part by Museum 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 Museum as stated herein.
16. Severability.
a. If a court of competent jurisdiction holds any part, term or provision of this
Agreement to be illegal or invalid in whole or in part, the validity of the
remaining provisions shall not be affected, and the parties' rights and
obligations shall be construed and enforced as if the Agreement did not
contain the particular provision held to be invalid.
b. If any provision of this Agreement is in direct conflict with any statutory
provision of the State of Washington, that provision which may conflict
shall be deemed inoperative and null and void insofar as it may conflict
and shall be deemed modified to conform to such statutory provision.
c. Should either party determine that the severed portions substantially alter
this Agreement so that the original intent and purpose of the Agreement
no longer exists, said party may, in its sole discretion, terminate this
Agreement upon thirty (30) calendar days' advance written notice to the
other party.
17. Non - waiver. A waiver by either party hereto of a breach by the other party
hereto of any covenant or condition of this Agreement shall not impair the right of the
other party not in default to avail itself of any subsequent breach thereof. Leniency,
delay or failure of either party to insist upon strict performance of any agreement,
covenant or condition of this Agreement, or to exercise any right herein given in any one
or more instances, shall not be construed as a waiver or relinquishment of any such
agreement, covenant, condition or right.
6
18. Notices. Unless stated otherwise herein, all notices and demands shall be in
writing and sent or hand - delivered to the parties at their respective addresses as
follows:
To the City: Jeff Cutter, Interim City Manager
City of Yakima
129 North 2nd Street
Yakima, Washington 98901
To Museum: John Baule, Museum Director
Yakima Valley Museum
2105 Tieton Drive
Yakima, Washington 98902
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.
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. Integration and Supersession. This Agreement sets forth all of the terms,
conditions, and agreements of the parties relative to the subject matter hereof and
supersedes any and all such former agreements, which are hereby declared terminated
and of no further force and effect upon the execution and delivery hereof. There are no
terms, conditions, or agreements with respect thereto except as herein provided, and no
amendment or modification of this Agreement shall be effective unless reduced to
writing and executed by the parties.
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 a court of competent jurisdiction in Yakima County, Washington.
23. Dispute Resolution. The parties shall strive to resolve any dispute that may
arise through mutual cooperation and negotiation in good faith. If the dispute is not
resolved through negotiation, the parties may consider mediation or other form of
dispute resolution but only where mutually agreed to in writing.
WHEREFORE, the parties have executed this Agreement as set forth below:
CITY OF YAKIMA YAKIMA VALLEY MUSEUM
By: By:
Jeff LAW, Interim City Manager John hn Baule, Director
Date tU"L ? I if , 2016 Date: (6. , 2016
J
ATTEST:
( • 00-0
By:
Sonya ClaarjTee, City Clerk # } 4' I ^ } y v
CITY CONTRACT NO:, 0th -1 / Z
RESOLUTION NO:, 'h /4
8