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HomeMy WebLinkAboutYakima Folklife Festival - Promotion Services Agreement PROMOTION SERVICES AGREEMENT Special Event Promotion Services — Yakima Folklife Festival (July 8 -10, 2016) THIS PROMOTION 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 The Yakima Folklife Association (hereinafter "Promoter "). 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. Promoter is a nonprofit corporation or association with local offices at 3905 Commonwealth Road, Yakima, Washington 98901, with contact person Don Eastridge, President of such corporation or association. C. City desires to facilitate a special event known as the "Yakima Folklife Festival" consisting of concerts and associated activities for the benefit of the community, to occur on July 8 through July 10, 2016 within Franklin Park and various privately owned locations throughout the City of Yakima. These events will feature free concerts and entertainment intended to benefit the public and promote the cultural, recreational, educational and economic development interests of the community. D. Promoter 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 Promoter as follows: 1. Special Events — Schedule. The special event subject to this Agreement is the Yakima Folklife Festival to be held on July 8 through July 10, 2016, and shall consist of concerts, entertainment and related productions, open to the public at no admission charge. 2. Special Events Location. The special event will be scheduled to occur within Franklin Park and in various privately owned venues within the City of Yakima. 3. Scope of Work. Promoter shall provide special event services, staff, specialized equipment, and otherwise do all things necessary for or incidental to the performance of Page 1 of 5 the following work: Promoter will produce the Yakima Folklife Festival taking place in Franklin Park and in Downtown Yakima Venues on July 8 -10, 2016. The City's sponsorship funds as set forth in Section 4 below will be used by Promoter to help pay bands and Promoter's expenses for this event which is free and open to the public. Promoter shall obtain a Special Event Permit (or Special Event Permits as appropriate) pursuant to Chapter 9.70 YMC to cover the special events set forth in Section 1 at the locations set forth in Section 2 of this Agreement. The permit will include provisions incorporating the following elements, as well as the Indemnification provisions set forth in Section 12 and the Insurance requirements set forth in Section 13 and of this Agreement: a. Provide production management for the event entertainment, including but not limited to hiring and payment of fees and costs of sound reinforcement, lighting, stage hands, artists, and stage manager, and shall perform those duties normally associated with production of stage entertainment b. Provide management of vendor space, including but limited to marketing, booth placement, selection of vendors and other related tasks as necessary or appropriate. Fees collected by Promoter for vendor booth spaces will be retained by Promoter. c. Promoter shall be solely responsible to obtain and comply with any applicable liquor license necessary for the special event. Promoter shall provide the above services for the scheduled special event described in Section 1 above notwithstanding the number of vendors retained or sponsors retained for any or all events. 4. Sponsorship Funds. The City shall pay Promoter the sum of Three Thousand Dollars ($3,000.00) as full compensation and payment of sponsorship for Promoter's special event described herein. Total payment to Promoter under this Agreement shall not exceed $3,000.00. All payments are expressly conditioned upon Promoter providing services hereunder satisfactory to the City. 5. Term of Agreement. The term of this Agreement shall commence upon full execution by all parties and shall terminate upon completion of Promoter's special event. This Agreement may be terminated by either party in accordance with Section 17 of this Agreement. 6. Status of Promoter. The Promoter and the City understand and expressly agree that Promoter is an independent contractor in the performance of each and every part of this Agreement. The Promoter, 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, Promoter and its employees shall make no claim against the City for employment benefits, social Page 2 of 5 security, and /or retirement benefits. Nothing contained herein shall be interpreted as creating a relationship of servant, employee, partnership or agency between Promoter or any officer, employee or agent of Promoter and the City. 7. Taxes and Assessments. Promoter 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, Promoter shall pay the same before it becomes due. 8. Non- Discrimination. During the performance of this Agreement, Promoter shall not discriminate in violation of any applicable federal, state and /or local law or regulation, or 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. 9. Compliance With Law. Promoter 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. 10. No Conflict of Interest. Promoter 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. 11. No Insurance provid by City. It is understood the City does not maintain liability insurance for Promoter and /or his employees. 12. Indemnification and Hold Harmless (a) Promoter 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) 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 City, its officers, employees, agents, volunteers 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. Page 3 of 5 13. Insurance. At all times during performance of the Services, Promoter shall secure and maintain in effect insurance as required by City's applicable codes governing Special Events as set forth in Chapter 9.70 YMC. 14. Assignment. This Agreement, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part by the Promoter 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 Promoter as stated herein. 15. 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. 16. Non - Waiver. The waiver by Promoter 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. 17. Termination. The Promoter 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 Promoter shall be compensated for actual expenses incurred, which cannot be reversed, up to the effective date of termination. In such event, Promoter shall provide City with invoices supporting and documenting such expenses. In no event shall total compensation, including reimbursement of expenses hereunder, exceed $3,000.00. 18. 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. 19. 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 Promoter: The Yakima Folklife Association Attention: Don Eastridge, President 3905 Commonwealth Road Yakima, Washington Page 4of5 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. 20. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 21. Venue. The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Washington. 22. Effective Date. This Agreement shall be effective as and from the date signed by the last party to sign. CITY OF YAKIMA THE YAKIMA FOLKLIFE ASSOCIATION By: 4 / By: MIA _- Je *ter, Interim City Manager Don astridge, President Date:nJ M _ iaD I Date: / ( � ATTEST: • �� 444 4 3 , � r N . � CITY CONTRACT NO. ya 2&i l "So di . r Tee, City Clerk s 1`11 'ASH NC Page 5 of 5