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HomeMy WebLinkAboutWSB Enterprises, LLC dba Bear Trade Show Services - Special Event Services SERVICES AGREEMENT Special Event Services — WSB Enterprises, LLC dba Bear Trade Show Services (Restroom Facilities — Downtown Thursday Night Events) 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 WSB Enterprises, LLC dba Bear Trade Show Services (hereinafter "Contractor"). 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. Contractor is a limited liability company known as WSB Enterprises, LLC dba Bear Trade Show Services operated by Sheldon Butler, with local business offices at 907 South 28th Avenue, Yakima, Washington 98902. C. City desires to facilitate a series of special event concerts and associated activities for the benefit of the community, to occur on the ten (10) consecutive Thursday evenings from 5:00 p.m. to 9:00 p.m., commencing June 18, 2015 and ending August certain dates in the months of June, July and August 20, 2015. 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. In order to facilitate these special events, City desires to enter into an agreement whereby Contractor agrees to provide restroom facilities to serve patrons of such special events. D. Contractor has the experience and ability to provide the needed services and facilities to accomplish such purposes. E. The parties desire to enter into an Agreement for the provision of such services and facilities 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 Contractor as follows: 1. Special Events — Schedule. The special events subject to this Agreement are the 2015 Thursday Evening Downtown Event Series, and shall consist of concerts, entertainment and related productions, open to the public at no admission charge, on the following dates: June 18 and 25 July 2, 9, 16, 23 and 30 Page 1 of 6 August 6, 13 and 20 The special events shall occur between the hours of 5:00 p.m. and 9:00 p.m. on such dates. Any variation of the dates and times described above shall be mutually agreed by the parties. 2. Special Events Location. Each of the special events in the above described series will be scheduled to occur within and upon that portion of South 4th Street lying between East Yakima Avenue and East Chestnut Avenue, within the City. City shall provide all necessary permissions to accomplish the closure of such area to vehicular traffic, except for: (a) incidental vehicular access to facilitate the events; (b) vehicular access by court personnel and U.S. Marshalls to and from the federal courthouse; and (c) emergency vehicle access to and from the event site. Notwithstanding the above, the parties by mutual agreement may designate other suitable locations for any of the special events. 3. Scope of Work. Contractor shall place, install and provide public restroom facilities, consisting of portable facilities in such numbers deemed appropriate by City, and in such location(s) deemed suitable by City in the area where the special events will be conducted, to serve the patrons of the special events described in Section 1 above, and otherwise do all things necessary for or incidental to the performance of the work. Contractor shall also be responsible to remove the restroom facilities at the conclusion of each special event and to clean and remove any trash and waste generated through use of the restroom facilities. 4. City's Responsibilities. In addition to compensation paid to Contractor pursuant to Section 5 below, the City shall provide the following services to facilitate the special events: a. City will provide trash receptacles. b. City will provide appropriate closure of street at the event site, with appropriate barricades and signage. c. City will provide security for the event. d. City will provide a person with appropriate authority to serve as event liaison. 5. Compensation. The City shall pay Contractor each week the sum of Four Hundred Dollars ($400.00), plus applicable sales tax, for a total of ten (10) weeks, as full compensation for all services provided pursuant to this Agreement. This amount shall be paid weekly in accordance with payment procedures of the City, or as otherwise agreed by the parties. As set forth above, total compensation to Contractor under this Agreement shall not exceed $4,000.00, plus applicable sales tax. All payments are expressly conditioned Page 2 of 6 upon Contractor providing services hereunder satisfactory to the City. Contractor shall be solely responsible for payment of all sales taxes to the Department of Revenue of the State of Washington or other applicable department as required by law. 6. Term of Agreement. The term of this Agreement shall commence upon full execution by all parties and shall terminate upon full performance of Contractor'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 Contractor. The Contractor and the City understand and expressly agree that Contractor is an independent contractor in the performance of each and every part of this Agreement. The Contractor, 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, Contractor 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 Contractor or any officer, employee or agent of Contractor and the City. 8. Taxes and Assessments. Contractor 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, Contractor shall pay the same before it becomes due. 9. Non - Discrimination. During the performance of this Agreement, Contractor 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. Contractor 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. Contractor 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 Contractor and /or his employees. Page 3 of 6 13. Indemnification and Hold Harmless (a) Contractor 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. 14. Insurance (a) At all times during performance of the Services, Contractor shall secure and maintain in effect insurance to protect the City and Contractor from and against all claims, damages, losses, and expenses arising out of or resulting from the performance of this Contract. Contractor shall provide and maintain in force insurance in limits acceptable to the City and sufficient to cover costs of defense and indemnification as set forth in Section 13 above. The City reserves the right to require higher limits should it deem it necessary in the best interest of the public. 15. Assignment. This Agreement, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part by the Contractor 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 Contractor 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 Contractor 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 Contractor or the City may terminate this Agreement, with or without cause, by giving the other party at least three (3) days advance written notice of termination. In the event of such termination, the Contractor shall be compensated for actual expenses incurred, which cannot be reversed, up to the effective date of termination. In such event, Contractor shall provide City with invoices supporting and Page 4 of 6 documenting such expenses. In no event shall total compensation, including reimbursement of expenses hereunder, exceed $4,000.00, plus applicable sales taxes. 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 Contractor: Sheldon Butler Bear Trade Show Services 907 South 28th Avenue Yakima, WA 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. 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 Oi YAKIM • BEAR TRADE SHOW SERVICES / , By: B _ / e O''a•urke, City Manager Sheldon Butler nn Date: 6 ((l (IJ Date: 7- 2 Page 5 of 6 • ATTEST: !) aIL. I = T; C!TY CONTRACT NO. 026 5:: / Sonya Cla. r Tee, City le s ; / L t- • , ° I . Page 6 of 6