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HomeMy WebLinkAboutCentral Washington Fair Association - Fireworks Display Agreement 2023FIREWORKS DISPLAY AGREEMENT — 2023 BETWEEN THE CITY OF YAKIMA AND CENTRALWASHINGTON FAIR ASSOCIATION THIS FIREWORKS DISPLAY AND ENTERTAINMENT AGREEMENT — 2023 ("Agreement") is made and entered into by and between the City of Yakima, hereinafter the "City ", and Central Washington Fair Association, a nonprofit corporation, hereinafter the "Association," WHEREAS, the City desires a fireworks display on the evening of July 4, 2023, for the benefit of the public and to celebrate the independence of the United States of America; and WHEREAS, the City Council has authorized and budgeted up to Fifteen Thousand and No/100 Dollars ($15,000) for the 2023 fireworks display; and WHEREAS, the Association has the experience, expertise, materials, and personnel to provide said fireworks display; NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth herein, it is agreed by and between the City and the Association as follows: 1. Scope of Services. The Association agrees to provide a fireworks display (including necessary personnel and materials) and commypity entertainment on the evening of July 4, 2023, 2. Term of Agreement. The term of,this Agreement commences upon execution hereof and shall terminate upon satisfactory provision of the services required hereunder and payment by the City of the necessary consideration to Association stated in Section 3, unless sooner terminated by either party in accordance with Section 16. 3. Consideration. In order to enable the Association to purchase or otherwise acquire a portion of the necessary fireworks and accessory equipment or products to provide the July 4, 2023 public fireworks display, the City agrees to pay the Association a total sum not to exceed Fifteen Thousand and No/100 Dollars ($15,000). In the event the public fireworks display is not conducted the Association shall returp, and remit all such funds to the City. 4. Inspection and Audit. The Association shall maintain books, accounts, records, documents and other evidence pertaining to the costs and expenses allowable and consideration paid under this agreement in accordance with generally accepted accounting practices All such books of account and records required to be maintained by this Agreement shall be subject to inspection and audit by representatives of the City and /or of the Washington State Auditor at all reasonable times, and the Association shall afford the proper facilities for such inspection and audit. Such books of account and records may be copied by representatives of the City and/or of the Washington State Auditor where ,hecessary to conduct or document an audit. The Association shall preserve and make availaauch books of account and records for a period of six (6) years after final payment under this A'greement. All records relating to Appraiser's services under this Contract must be made available to the City. They must be produced to third parties if required pursuant to the Washington Public Records Act, Chapter 42.56 RCW or by law. All records relating to Appraiser's services under this Contract must be retained by Appraiser for the minimum period of time required pursuant to the Washington State Secretary of State's record retention schedule. 5. Status of Association. Association and the City understand and expressly agree that Committee is an independent contractor in the performance of each and every part of the Agreement. Association and its employees shall make no claim of City employment nor shall claim against the City and related employment benefits, social security, and / or retirement. 6. Reports. The Association shall submit a written report to the City Manager no later than 30 days after the conclusion of the July 4, 2023 event. 7. Taxes and Assessments. Association 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, 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, Association shall pay the same before it becomes due. 8. Nondiscrimination Provision. During the performance of this Agreement, Association shall not discriminate in violation of any applicable federal, state and/or local law or regulation on the basis of race, color, sex, religion, nation 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, and selection for training. 9. Compliance with Law. Association agrees to perform those 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 Insurance. It is understood the City does not maintain liability insurance for Association, the 4th of July event, and/or its employees. 11. Indemnification and Hold Harmless. a. Association shall release, defend, indemnify, and hold harmless the City, its elected and appointed officials, officers, employees, agents, representatives, insurers, attorneys, and volunteers from all liabilities, losses, damages, and expenses related to all claims, suits, arbitration actions, investigations, and regulatory or other governmental proceedings arising from or in connection with this Agreement or the acts, failures to act, errors or omissions of the Association, or an of the Association's agent(s) or subcontractor(s), in performance of this Agreement, except for claims caused by the City's sole negligence. 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, c. This Section of the Agreement shall survive the term or expiration of this Agreement and shall be binding on the parties to this Agreement. 12. Liability Insurance. On or before the date this Agreement is fully executed by the parties, Association shall provide the City with a certificate of insurance as proof of liability insurance with minimum liability limit of Two Million Dollars ($2,000,000) combined single limit bodily injury and property damage. The certificate shall dearly state who the provider is, the amount of coverage, the policy number, and when the duration of this Agreement. The policy shall name the City, its elected officials, officers, agents, and employees as additional insureds. 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 V- II or higher in Best's Guide and admitted in the State of Washington. The provisions of this Section shall survive the expiration or termination of this Agreement with respect to any event occurring prior to such expiration or termination. 13. Assignment. This Agreement, or any interest herein, or claim hereunder, shall not be assigned or transferred in whole or in part by Association to any other person or entity without the prior written consent of the City, the determination of which is in the sole discretion 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 Committee stated herein. 14. Waiver of Breach. A waiver by either party hereto of a breach of the other party hereto of any covenant or condition of this Agreement shall not impair the right of the party not in default to avail itself of any subsequent breach thereof. Leniency, delay or failure of either party to insist upon strict performance of any agreement, covenant or condition of this Agreement, or to exercise any right herein given in any one or more instances, shall not be construed as a waiver or relinquishment of any such agreement, covenant, condition or right. 15. Severability. If any portion of this Agreement is changed per mutual agreement or any portion is held invalid, the reminder of the Agreement shall remain in full force and effect. 16. Terminate. Either party may terminate this Agreement, with or without cause, by giving the other party five (5) calendar days advance written notice of termination. Any funding provided to Association and unused as of the date the advance written notice is received shall not be used by the Association and shall be returned to the City within five (5) business days of the effective date of termination. 17. 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 parities to this Agreement. 18. Notices. Unless stated otherwise herein, all notices and demands shall be in writing and sent or hand delivered to the parties to their addresses as follows: TO CITY: City Manager City of Yakima City Hall 129 North 2nd Street Yakima, WA 98901 TO COMMITTEE: Central Washington Fair Association 1301 South Fair Avenue 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. 19. integration. This written document constitutes the entire agreement between the City and Association. No changes or additions to this Agreement shall be valid or binding upon wither party unless such change or addition be in writing and executed by both parties. 20. Governing Law, This Agreement shall be governed by and constructed 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 a court of competent jurisdiction in Yakima County, Washington. WHEREFORE, this Agreement shall be effective on the date signed by the last party to sign below, CITY OF YAKIMA By: Robert Harrison, City Manager Date: Let , 2023 ATTEST: CENTRAL WASHINGTON FAIR ASSOCIATION By:' Mario McCrea, Business Development & Programing Director Date: April 17, 2023 By: Sonya Clap Tee, City Clerk 1 4 r N CITY CONTRACT NO: RESOLUTION NO: At