HomeMy WebLinkAboutWine Divas, LLC - Special Event Promotion Services PERSONAL SERVICES AGREEMENT
Special Event Promotion Services — Wine Divas, LLC
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 Wine Divas, L.L.C., a Washington limited liability
company (hereinafter "Sponsor ").
I. RECITALS
A. City is a municipal corporation of the State of Washington with City Hall located at
129 North 2 Street, Yakima, Washington 98901.
B. Sponsor is a registered limited liability company duly formed and existing under
the laws of the State of Washington, with local business office at 906 W. Naches Avenue,
Selah, WA 98942.
C. City desires to facilitate a tourism event for the benefit of the community, to occur
June 25th in Downtown Yakima in front of the Capitol Theatre on 3rd Street. The event is
intended to benefit the public and promote the cultural, recreational, educational and
economic development interests of the community.
D. Sponsor has the experience and ability to provide promotional 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
Sponsor as follows:
1. Special Event. The special event subject to this Agreement is the 2016
Yakima Uncorked Wine and Food event, open to all the residents 21 years of age or older
of Yakima.
2. Special Events Location. The special event described above will be scheduled
to occur in Downtown Yakima on 3rd Street on June 25, 2016.
3. Scope of Work. The Sponsor shall provide special event services, staff,
specialized equipment, and otherwise do all things necessary for or incidental to the
performance of the following work.
Sponsor shall obtain make all necessary arrangements to cover the special event set
forth in Section 1 at the location(s) set forth in Section 2 of this Agreement. The required
Page 1 of 6
arrangements will include, but are not limited to the following elements, as well as the
Indemnification provisions set forth in Section 13 and the Insurance requirements set forth
in Section 14 and of this Agreement:
a. Arrange ticket sales for the event, utilize Sponsor's website to advertise the
event and create a media presentation promoting the special event described in
Section 1 above.
b. Provide production management for the event entertainment, including but not
limited to providing staff, security presence, props and accessories necessary
for the event presentation and shall perform those duties normally associated
with production of wine and food entertainment.
c. General management of the events to facilitate public participation and safety
of the overall event.
4. City's Responsibilities. In addition to compensation paid to Sponsor pursuant
to Section 5 below, the City shall provide the following services to facilitate the special
event:
a. In the event a liquor license is necessary for the service and /or consumption
of alcoholic beverages within and upon the event site, the City will cooperate as
necessary and appropriate to assist with Sponsor's responsibility to obtain such
license, and shall, by supplemental agreement or amendment to this Agreement,
describe the rights and duties of the parties regarding concessions for sale of
alcoholic beverages, including but not limited to concession fees.
b. 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.
c. City will provide a person with appropriate authority to serve as event liaison.
5. Compensation. The City shall pay Sponsor the sum of Two Thousand Two
Hundred Dollars ($2,200.00) as full compensation for all services provided pursuant to
this Agreement. The $2,200.00 designated as Sponsor's compensation in this Section 5
shall be paid to Sponsor within thirty (30) days after execution of this Agreement.
As set forth above, total compensation to Sponsor under this Agreement shall not exceed
$2,200.00. All payments are expressly conditioned upon Sponsor providing services
hereunder satisfactory to the City.
Page 2 of 6
6. Term of Agreement. The term of this Agreement shall commence upon full
execution by all parties and shall terminate upon full performance of Sponsor'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 Sponsor. The Sponsor and the City understand and expressly agree
that Sponsor is an independent contractor in the performance of each and every part of
this Agreement. The Sponsor, 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, Sponsor 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 Sponsor or
any officer, employee or agent of Sponsor and the City. Sponsor shall likewise include
within any agreement with artists retained or hired by Sponsor to provide performances
pursuant to this Agreement a written provision that each artist hired or retained by
Sponsor pursuant to this Agreement shall for all purposes be deemed an independent
contractor of Sponsor, and not an agent, employee or contractor of the City.
8. Taxes and Assessments. Sponsor shall be solely responsible for compensating
its 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, Sponsor
shall pay the same before it becomes due.
9. Non- Discrimination. During the performance of this Agreement, Sponsor 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. Sponsor 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.
11. No Conflict of Interest. Sponsor represents that he or sher and /or his or her
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 Sponsor and /or his or her employees.
Page 3 of 6
13. Indemnification and Hold Harmless
(a) Sponsor agrees to protect, defend, indemnify, and hold harmless the City, its
elected and appointed 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 performance 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 Sponsor, its officers, employees, agents, volunteers, contractors
and /or subcontractors, arising out of the performance of this Agreement or the event.
(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, Sponsor shall secure and
maintain in effect insurance to protect the City and Sponsor from and against all claims,
damages, losses, and expenses arising out of or resulting from the performance of this
Agreement. Sponsor 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 Agreement is fully
executed by the parties, Sponsor 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 employer's
liability (Washington Stop Gap). 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 Agreement. The policy shall
name the City, its elected and appointed officials, officers, agents, employees, and
volunteers as additional insureds, and shall contain a clause that the insured will 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.
15. Assignment. This Agreement, or any interest herein, or claim hereunder, shall
not be assigned or transferred in whole or in part by the Sponsor 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 Sponsor as stated herein.
Page 4 of 6
16. Integration. This written document constitutes the entire agreement between the
parties. 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 Sponsor 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 Sponsor 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 Sponsor shall be compensated for
actual expenses incurred, which cannot be reversed, up to the effective date of
termination. In such event, Sponsor shall provide City with invoices supporting and
documenting such expenses. If Sponsor cancels the event Sponsor shall be solely
responsible for the payment of any costs and fees accrued in preparation for the event.
In no event shall total compensation, including reimbursement of expenses hereunder,
exceed $2,200.00.
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: Sean Hawkins
Economic Development Manager
City of Yakima City Hall
129 North 2nd Street
Yakima, WA 98901
To Sponsor: Nora Requena
Wine Divas LLC
906 W. Naches Avenue
Selah, WA 98942
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.
Page 5 of 6
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. Effective Date. This Agreement shall be effective as and from the date signed
by the last party to sign.
CITY OF YAKIMA Wine Divas, LLC
By: 1 d s By: 1
Jeff Cutte , , pity Manager Nora R-que a, Wine Divas, LLC
Date: 61i Date:
ATTEST:
44R r _�....,,
�� : CITY CONTRACT NO. oZO /eo -/ 2 Z
Sonya Claar Tee, City Clerk ,
h
4s #0,•
Page 6 of 6