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06/05/2012 08 Annual Smoke-Out Choke-Out Motorcycle Event Agreement with The Speakeasy; Street Closure Authorization • rir4 k:. BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. For Meeting of: June 5, 2012 1 ITEM TITLE: Resolution authorizing execution of nonexclusive license agreement between the City of Yakima and the Speakeasy, a for - profit organization to host an annual Smoke -out Choke -out event SUBMITTED BY: Joan Davenport, Planning Manager and Acting CED Director CONTACT Joan Davenport, Planning Manager and Acting CED PERSON /TELEPHONE: Director SUMMARY EXPLANATION: The Speakeasy, a for - profit organization located at 104 South 3rd Street, has sponsored an annual Smoke -out Choke -out motorcycle event since 2006. The owners are requesting a 3- year non - exclusive license to authorize the event for the years 2012 through 2014. The event takes place the weekend following Independence Day between the hours of 5:00 PM on Friday through 2:00 AM on Sunday. The event takes place on East Chestnut Avenue between South 3rd Street and the east portion of the alley located between South 2nd and South 3rd Street(leaving the alley access open and clear to traffic), as well as a portion of the City -owned parking lot adjacent to the event adjacent to the Millennium Plaza. The license allows the for - profit organization to host a festival event which includes live music, foot and opportunities for local business vendors, as well as the associated motorcycle burn -outs. The Speakeasy will still be required to obtain an annual Special Event permit each year. Other Nonexclusive Resolution X Ordinance (specify) License Agreement Contract: Mail to: Contract Term: Amount: Expiration Date: Insurance Required? No Funding Source: Phone: APPROVED FOR City Manager SUBMITTAL: STAFF RECOMMENDATION: Adopt the Resolution which authorizes execution of the nonexclusive license agreement. BOARD /COMMISSION RECOMMENDATION: ATTACHMENTS: Click to download 0 Resolution authorizing License for Smoke -out Choke -out Event 0 License for Smoke -out Choke -out Event RESOLUTION NO. R -2012- A RESOLUTION authorizing and directing the City Manager of the City of Yakima to execute an nonexclusive license - agreement with The Speakeasy, a for - profit corporation, and authorization to close certain streets segments, to facilitate hosting of its annual Smoke -Out Choke -Out motorcycle event as a downtown area event within the City of Yakima. WHEREAS, the Speakesy /Smoke -Out Choke -Out event has a stated mission to help promote revenue for downtown businesses, and help attract and generate out -of- town business; and WHEREAS, said the Speakeasy has successfully completed eight years of hosting the Smoke -Out Choke -Out motorcycle event that promotes recreation and tourism in the Yakima downtown area and generating revenues that supplement the Speakeasy's efforts to bring other events to the Yakima downtown area; and WHEREAS, every year since 2006, on the weekend following the Independence Day celebrations between the hours of 5 pm on Friday to 2:00 am on Sunday, the City has closed East Chestnut Avenue between 3 Street and the east portion of the alley located between South 2nd Street and South 3 Street (leaving alley access open and clear) to traffic to permit, and a portion of the City -owned parking lot located north of the Speakeasy to Millennium Plaza, the Smoke -Out Choke -Out event at the said location; and WHEREAS, the community benefits economically and culturally from the operation of a motorcycle event that includes live music, food and local business vendors at the said location; and WHEREAS, the Speakeasy desires a nonexclusive license to conduct the Smoke -Out Choke -Out motorcycle event at the said location; and WHEREAS, the City is willing to grant a nonexclusive license to the Speakeasy to host an annual Smoke -Out Choke -Out motorcycle event at said location in accordance with the terms and conditions of the attached nonexclusive license agreement; and WHEREAS, the City Council deems it to be in the best interest of the City of Yakima to enter into the attached nonexclusive license agreement with The Speakeasy, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: Section 1. The following street is authorized to be closed for the stated purpose, at the stated times and dates: o East Chestnut Avenue between South 3rd Street and the east portion of the alley located between South 3rd Street and South 2 nd Street (leaving alley access open and clear) to traffic, and a portion of the City -owned parking lot north of The Speakeasy to Millennium Plaza; o On the weekend following the Independence Day celebrations between the hours of 5:OOpm Friday to 2:OOam Sunday. Section 2.The City Manager of the City of Yakima is hereby authorized and directed to execute the attached and incorporated nonexclusive license agreement with The Speakeasy, a for - profit corporation, to facilitate continued hosting of a motorcycle event at certain times within the City of Yakima. ADOPTED BY THE CITY COUNCIL this 5th day of June, 2012. ATTEST: Micah Cawley, Mayor City Clerk 2 LICENSE AGREEMENT BETWEEN THE CITY OF YAKIMA AND THE SPEAKEASY THIS LICENSE AGREEMENT (hereinafter "Agreement ") is made and entered into by - and between the City of Yakima, a Washington municipal corporation (hereafter the "City "), and THE SPEAKEASY a for - profit corporation (hereafter "The Speakeasy "). 1. Nonexclusive License to Conduct Smoke - Out Choke - Out. a. In consideration of the economic and tourism benefits that are provided to the Yakima community by the annual Smoke - Out -Choke Out motorcycle event , the City grants The Speakeasy a nonexclusive license to operate a Smoke -Out Choke - Out motorcycle event with live music, retail vendors and burn -offs on Chestnut Avenue between 3rd Street and the east portion of the alley located between S. 2nd Street and S. 3rd Street (leaving alley access open and clear), and a portion of the City -owned parking north of the Speakeasy and to Millennium Plaza during time periods for which the City has granted appropriate written legal approval to close said streets to vehicular traffic as required to allow the operation of the Smoke -Out Choke -Out event. b. Term. The term of this Agreement shall commence upon full execution by the parties and shall terminate at midnight, December 31, 2015, unless sooner terminated by either party in accordance with Section 14 of this Agreement. c. Restrictions. Smoke -Out Choke -Out shall be further conditioned by the following conditions precedent to holding a tournament event. • The SPEAKEASY shall file and obtain from the Department of Community and Economic Development a Special Event Permit each year and comply with the requirements of the permit; • The burn -out episodes shall comply with the following requirements: I. The pavement should be watered down before each burnout. II. A minimum of 45 minutes between each burn -out to allow for dispersion of the smoke. III. No burn-out should be allowed after 10 PM because of inversion conditions that happen in the summer evenings would make natural dispersion of the smoke difficult. IV. There shouldbe a one - minute limit on the length of each burn-out event. • The Speakeasy shall file a Traffic Control Plan that depicts detour routes, signage; and indicates an established route for emergency vehicle response to all areas of the venue; and • Security Plan, including retaining security police officers or equivalent; • Clean -Up Plan that addresses the timing of clean -up and the facilities and resources provided to accomplish clean -up during and at the conclusion of each event. The above listed streets must be cleaned and opened to normal traffic by 8:30 p.m. on the Sunday, concluding the final day of each event. 2. Independent Contractor Status of Smoke -Out Choke -Out. The Speakeasy and the City understand and expressly agree that The Speakeasy is an independent contractor in the performance of each and every part of this Agreement. The Speakeasy, as an independent contractor, assumes the entire responsibility for carrying out and accomplishing the services required under this Agreement. Additionally, as an independent contractor The Speakeasy and its directors, officials, agents, members, employees and volunteers shall make no claim of city employment nor any claim against the City for any related 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 The Speakeasy or any director, official, officer, agent, member, employee or volunteer of The Speakeasy and the City. 3. Establishment and Maintenance of Records. The Speakeasy shall maintain accounts and records, including personnel, property, financial, and program records, and such other records as the City may deem necessary, including a system of internal controls and accounting systems which conform to generally accepted accounting principles and auditing standards. All such records and documents shall be retained by The Speakeasy and be available for inspection, audit and copying by the city during the term of this Agreement and for a period of three (3) years following the termination of this Agreement. 4. Taxes and Assessments. The Speakeasy shall be solely responsible for compensating its directors, officials, officers, agents, members and employees and for paying all related taxes, deductions, and assessments, including but not limited to, federal income tax, FICA, social security tax, assessments for unernployment and industrial injury, and other deductions from income which may be required by law or assessed against either party a result of this Agreement. In the event the city is assess a tax or assessment as a result of this Agreement, the Speakeasy shall pay the same before it become due. 5. Nondiscrimination Provision. During the performance of this Agreement, the Speakeasy shall not discriminate in violation of any federal, state, and /or local law and/or regulation on the basis of race, age, 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 provisions of services under this Agreement. 6. The Americans with Disabilities Act. The Speakeasy agrees to comply with the Americans with Disabilities Act of 1990, 42 U.S.C. 12101 et seq. (ADA), and its implementing regulations, and Washington State's anti - discrimination law as contained in RCW Chapter 49.60 and its Implementing regulations. The ADA provides comprehensive civil rights to individuals with Disabilities in the area of employment, public accommodations, state and local government Services, and telecommunications. 7. Compliance with Law. The Speakeasy 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. 8. No Insurance provided by the City. It is understood the City does not maintain liability insurance for the Speakeasy and /or its members, directors, officials, officers, agents, member, employees and volunteers. 9. Indemnification and Hold Harmless. The Speakeasy agrees to protect, defend, indemnify, and hold harmless the City, its officers, elected officials, agents, and employees from any and all claims, demands, losses, liens, liabilities, penalties, fines lawsuits, and other proceedings and all judgments, awards, costs and (including attorneys' fees and disbursements) caused by or occurring by reason of any negligent act and /or omission of the Speakeasy, its directors, officials, officers members, employees, agents and / or volunteers arising out of or in connection with the performance or nonperformance of the service, duties, and obligations required under this Agreement. 10. Liability Insurance. As part of the annual Special Event permit process, an updated insurance certificate will be filed with the City of Yakima in conformance with YMC 9.70.055. The Speakeasy shall provide the City with a certificate of insurance as proof of liability insurance with a minimum liability limit of Commercial. General Liability of one million dollars per occurrence /two million dollars aggregate combined single limit liability for bodily injury and property damage. The certificate shall clearly state who the provider is, the amount of coverage, the policy number, and when the policy and provisions provided are in effect (any statement in the certificate to the effect of "this certificate is issued as a matter of information only and confers no right upon the certificate holder" shall be deleted). The policy shall name the City, it's elected officials, officers, agents, and employees as additional insured, 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 of any kind upon the company" shall be crossed out and initialed by the insurance agent). 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. 11. Assignment. This Agreement, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part by the Speakeasy 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 the Speakeasy stated herein. 12. Severability. If any portion of this Agreement is changed per mutual agreement or any portion is held invalid, the remainder of the Agreement shall remain in full force and effect. 13. Non - Waiver. The waiver by the Speakeasy 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. 14. Termination. Either party may terminate this Agreement, with or without cause, by giving the other party thirty (30) calendar days prior written notice of termination. 15. 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. 16. 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 Director Community & Economic Development City of Yakima 129 North Second Street Yakima, WA 98901 TO THE SPEAKEASY Jason Stiles The Speakeasy 104 South 3rd Street Yakima, WA 98901 Or to such other 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. 17. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. 18. Venue. The venue for any action to enforce or interpret this Agreement shall lie in the Superior Court of Washington for Yakima County, Washington. 19. Integration. This written document constitutes the entire agreement between the City and the Speakeasy and supersedes any and all previous written _ and /or oral agreements between the parties. There are no other oral or written agreements between the parties as to the matters covered herein. No changes or additions to this Agreement shall be valid or binding upon either party unless such changes or addition be in writing and executed by both parties. CITY OF YAKIMA THE SPEAKEASY • By: B Michael A. Morales, Acting City Manager Its: Date: Date: ATTEST: City Clerk City Contract No. Resolution No.