Loading...
HomeMy WebLinkAboutSeasons Music Festival - Special Event Promotion Services PERSONAL SERVICES AGREEMENT Special Event Promotion Services — The Seasons Music Festival 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 The Season Music Festival, a nonprofit corporation (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 nonprofit corporation duly formed and existing under the laws of the State of Washington, with local business offices 101 N. Naches Avenue, Yakima WA, 98901. C. City desires to facilitate special event concert and associated activities for the benefit of the community, to occur on June 13, 2015. The event 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. Consultant 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 Consultant as follows: 1. Special Event. The special event subject to this Agreement is the 2015 Yakima Blues and Local Brews 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. Page 1 of 7 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. Consultant shall obtain a Special Event Permit (or Special Event Permits as appropriate) pursuant to Chapter 9.70 YMC to cover the special event set forth in Section 1 at the location(s) 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 13 and the Insurance requirements set forth in Section 14 and of this Agreement: a. Arrange ticket sales through Ticketswest with the City retaining the ticket proceeds. Use Consultants website and email list, Create and update Facebook posts promoting the special event described in Section 1 above. b. 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. c. Hire the following performers to perform at the special event described in Section 1 above. a. Nathan and Zydeco Cha Chas for up to $5,500. b. Too Slim and Taildraggers for up to $4,000. c. Curtis Salgado for up to $5000. d. Wired Blues Band for up to $1,500. e. Brian Lee and the Orbiters for up to $1,000. f. Shoot Jake for up to $500. 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. d. Partner with the City in alcoholic beverage sales and consumption at the event. Consultant will comply with all applicable laws and regulations and acquire the appropriate permits issued by the Washington State Liquor Control Board. e. As partners, City and Consultant will each receive fifty percent of net profits from the sale of alcohol Page 2 of 7 f. Procure all volunteer labor for the event under a schedule created by both the City and Consultant. g. Assist the City in 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 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. In the event a liquor license is necessary for the service and /or consumption of alcoholic beverages within and upon the special event site, the City will cooperate as necessary and appropriate to assist with Consultant'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. 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. 5. Compensation. The City shall pay Consultant the sum of Eighteen Thousand Five Hundred Dollars ($18,500.00) as full compensation for all services provided pursuant to this Agreement, which amount includes the funds allocated to retain and fully compensate the artists described in Section 3(c) above. Funds remaining after compensation of all artists described in Section 3(c) above shall be retained by Consultant as compensation to Consultant for the promotional and administrative services rendered by Consultant pursuant to this Agreement. The $18,500.00 designated as Consultant's compensation in this Section 5 shall be paid to Consultant within thirty (30) days after execution of this Agreement. Page 3 of 7 As set forth above, total compensation to Consultant under this Agreement shall not exceed $18,500.00. 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. Page 4 of 7 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 Page 5 of 7 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 $18,500.00. 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: Tony O'Rourke City Manager City of Yakima City Hall 129 North 2 Street Yakima, WA 98901 To Consultant: The Seasons Music Festival Page 6 of 7 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 . AKIMA THE SEASONS MUSIC FESTIVAL By: I/ . . 0 By: -- , :�_ ../ ea..i_.1_ 46. Tony O'Rourke, City Manager ir Date: 6 1 "' (5 Date: q/ZZAc ATTEST: S , . A .A- . _ . / C * .- N CITY CONTRACT NOsAa -r /Y( Sonya laar Tee, City Clerk ° ,rF - ': J it � 1. ► �' *��j D i i? * 7 ) : • Page 7 of 7