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HomeMy WebLinkAbout05/04/2010 11 Stage Rigging System Agreement with Staged Right Scenery 0 BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. * I I For Meeting of May 4, 2010 ITEM TITLE: A Resolution authorizing the City Manager to execute a personal services agreement with Staged Right Scenery to provide repair, consulting and supervision services related to the stage rigging system at the Capitol Theatre. SUBMITTED BY: Michael A. Morales, Director of Community and Economic Development CONTACT PERSON /TELEPHONE: Michael A. Morales (575 -3533) SUMMARY EXPLANATION: In September 2008, the Capitol Theatre was offered an unique opportunity within the process of upgrading the stage rigging system. As part of their proposal, Staged Right Scenery (SRS) agreed to provide instruction and "hands on training" to Capitol Theatre staff during the rigging installation process. On September 2, 2008, City Council approved a $25,000 contract (R- 2008 -134, Contract 2008 -107) with SRS for rigging work, materials and training. 0 The first phase of the work was accomplished mid -year 2009, with an invoiced amount of $10,829. The Capitol Theatre is ready to resume work on the project; however, the original personal services contract expired in 2009. Council approval of this Resolution would authorize a new contract with Staged Right Scenery to complete the rigging work. The amount of the contract is $14,171, which is the amount that was not used in the original contract. The contract will be paid out of Capitol Theatre Expansion Project #2231. The consultation, design and fabrication portions of the contract include inspection of the existing theatrical rigging, direction in resolution of found problems, and correction of identified items, including design and oversight of fabrication of needed equipment. In addition, SRS agrees to provide instruction on theatrical rigging to the Capitol. Theater production staff as a complement and part of the in -house program of education and skills training. Production staff will assist SRS in the installation process. The final personal services agreement will be similar to the agreement attached to this agenda statement. Any difference between the attached agreement and the final agreement will be reviewed by City Legal. Resolution X Ordinance Other (Specify) Contracts X Mail to (name and address): Dale Millard, Staged Right Scenery 169215 West Byron Road, Prosser, WA 99350 Phone: 206 - 714 -4758 Funding Source Project 2231- Ca•itol Theatre Ex•ansion APPROVED FOR SUBMITTAL: \ _ — ' City Manager STAFF RECOMMENDATION: Adopt the resolution BOARD /COMMISSION /COMMITTEE RECOMMENDATION: COUNCIL ACTION: RESOLUTION NO. R -2008- • • A RESOLUTION authorizing the City Manager to execute a personal services agreement with Staged Right Scenery to provide repair, consulting and supervision services related to the stage rigging system at the Capitol Theatre. WHEREAS, the stage rigging system at the Capitol Theatre is in need of repair; and WHEREAS, a unique opportunity exists to have the rigging repair system completed while simultaneously updating training for the Capitol Theatre staff to install, operate and improve the system; and WHEREAS, Dale Millard of Staged Right Scenery is an experienced technician and mechanical designer for the entertainment industry; and WHEREAS, in that capacity Dale Millard has agreed to provide consultation, design, fabrication and instruction services for the repair and installation of the stage rigging system at . the Capitol Theatre; and WHEREAS, this work is a continuation of a project that began in 2008, authorized by Yakima City Council Resolution R- 2008 -134, and is now ready for completion; and WHEREAS, the City Council deems it to be in the best interest of the City to enter into a personal services agreement with a technician selected for such expertise, now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager of the City of Yakima is hereby authorized and directed to execute a personal services agreement in an amount not to exceed $14,171.00, with Dale Millard of Staged Right Scenery to provide professional repair, consulting and supervision services related to the repair of the stage rigging system at the Capitol Theatre. ADOPTED BY THE CITY COUNCIL this 4th day of May, 2010. Micah Cawley, Mayor ATTEST: City Clerk • CONSULTANT AGREEMENT FOR PROFESSIONAL SERVICES for City of Yakima, Washington This PROFESSIONAL SERVICES AGREEMENT is between the City of Yakima, Washington, a municipal corporation, (hereinafter referred to as CITY), and Staged Right Scenery (SRS), a sole proprietorship and independent contractor (hereinafter referred to as CONSULTANT). The Agreement shall be effective upon the latest date of execution by the respective parties. WHEREAS, The CITY desires to obtain the professional services of CONSULTANT for the purpose of consulting /supervision services to include inspection, identification, design, repair and installation of remedial equipment or structures at the Capitol Theatre. Instruction will be provided in the operation, repair and other related topics concerning the counterweight system at the Capitol Theatre, theatrical rigging and practice. WHEREAS, CONSULTANT has the professional expertise to provide this service on behalf of the City. S NOW, THEREFORE, in consideration of the mutual covenants, promises, and agreements set forth herein, it is agreed by and between the City and Consultant as follows: 1. Scope of Services. The CONSULTANT agrees to perform certain consulting /supervision services for the CITY. These tasks are outlined as follows: CONSULTANT shall: • Consulting services: • Consulting services will include inspection of existing theatrical rigging at the Capitol Theatre, direction in resolution of found problems and correction of .identified items (design and oversight on fabrication of needed equipment). • Design and Fabrication: CONSULTANT will apply accepted and proven industry standards to existing rigging support structures, i.e. motorized weight transfer arbor, lateral masking traveler tracks, and other items identified through inspection of counterweight system and needs of the Capitol Theatre. All structures, battens, etc., will be purchased and /or fabricated under the Capitol Theatre /City of Yakima's purchasing procedures. All designs and fabrication will be approved by the Capitol Theatre staff and /or structural engineer, if required. All purchases should' be made through the Capitol Theatre /City of Yakima purchasing procedures. However, if materials, rental of equipment and /or additional services are deemed by the Capitol Theatre to be critical to time and /or task, CONSULTANT may acquire said items, under Two Thousand Five Hundred Dollars ($2,500.00) aggregate, and will bill for reimbursement. Provided however, that CONSULTANT will not transport said items, but instead will • arrange for transport of said items. It is understood that CONSULTANT will seek the best pricing available for said items. Cim /Agreement- Staged Right Scenery • Instruction: CONSULTANT agrees to provide instruction. on theatrical rigging • and practice to the Capitol Theatre production staff as a complement and part of • the in -house program of education and skills training. CONSULTANT will provide direction and supervision identifying proper correction and resolution to counterweight systems repairs. Instruction will include "hands on training" during installation, proper operation, and improvements on the Capitol Theatre's rigging system. Production staff will assist CONSULTANT in the installation process. Staff to assist in the installation of project will be left to the sole discretion of CONSULTANT and Capitol Theatre operations manager. In addition to "hands on" training, general theatre operations sessions will encompass theatre history, terminology, practice and skills development. 2. Term Of Agreement. The term of this Agreement shall begin upon the latest date of execution (as evidenced by the latest date of signature) and shall terminate upon completion of all services required hereunder by the CONSULTANT, but no later than September 29, 2010, unless terminated earlier by the CITY in accordance with. Section 9 of this Agreement, or except in the event of outside forces (inventory needed not available, illness, etc.) and accepted force majeure occurrences (natural disasters, war, civil conflict, etc.). 3. Consideration. As consideration for the services performed under this Agreement, the City agrees to compensate the CONSULTANT in accord with the following terms and rates: a. The maximum total fees and expenses payable by the CITY to the CONSULTANT under this Agreement shall not exceed Fourteen Thousand, One Hundred Seventy One Dollars ($14,171.00).. b. The following hourly rates for CONSULTANT personnel are currently in effect: Hourly Rate Category $49.00 Consulting and Design $49.00 Instruction and Labor c. No payment shall be made for any work performed by the CONSULTANT, except for work identified and set forth in this Agreement or supporting exhibits or attachments incorporated by reference into this Agreement. It is agreed that the consultant shall not bill the CITY for travel time to and from the work site. d. The CONSULTANT may, in accord to the rates set forth herein, submit invoices to the CITY not more often than twice per month during the progress of the work for partial payment of work completed to date. Invoices shall cover the time CONSULTANT performed work for the CITY during the billing period. The CITY shall pay the CONSULTANT for services rendered in the month following the actual delivery of the work and will remit payment within thirty (30) days from the date of receipt of billing. e. The CONSULTANT shall not be paid for services rendered under the Agreement unless and until they have been performed to the satisfaction of the CITY. • f. In the event the CONSULTANT has failed to perform any substantial obligation to be performed by the CONSULTANT under this Agreement and such failure has not 2 Cim /Agreement- Staged Right Scenery . • been cured within ten (10) days following notice from.the CITY, then the CITY may, in its sole discretion, upon written notice to the CONSULTANT, withhold any and all monies due and payable to the CONSULTANT, without penalty, until such failure to perform is cured or otherwise adjudicated. "Substantial" for purposes of this Agreement means faithfully fulfilling the terms of the Agreement with variances only for technical or minor omissions or defects. g. Unless otherwise provided for in this Agreement or any exhibits or attachments hereto, the CONSULTANT will not be paid for any billings or invoices presented for payment prior to the execution of the Agreement or after its termination. 4. Independent Contractor. a. The CONSULTANT'S services shall be furnished by the CONSULTANT as an Independent contractor and not as an agent, employee or servant of the CITY. The CONSULTANT specifically has the right to direct and control CONSULTANT'S own activities in providing the agreed services in accordance with the specifications set out in this Agreement. b. The CONSULTANT acknowledges that the entire compensation for this Agreement is set forth in Section 3 of this Agreement, and the CONSULTANT and his employee's are not entitled to any CITY benefits, including, but not limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, fringe • benefits, social security, retirement benefits, or any other rights or privileges afforded to CITY OF YAKIMA employees. c. The CONSULTANT shall have and maintain complete responsibility and control over all of its subconsultants, employees, agents, and representatives. No subconsultant, employee, agent. or representative of the CONSULTANT shall be or deem to be or act or purport to act as an employee,,agent or representative of the CITY. d. The CONSULTANT shall assume full responsibility for the payment of all payroll taxes, use, sales, income or other form of taxes, fees, licenses, excises, or payments required by any City, federal or state legislation which is now or may be enacted during the term of this Agreement as to all persons employed by the CONSULTANT and as to all duties, activities and requirements by the CONSULTANT in performance of the work on this project and under this Agreement and shall assume exclusive liability therefore, and meet all requirements thereunder pursuant to any rules or regulations. e. The CONSULTANT agrees to immediately remove any of its employees or • agents from assignment to perform services under this Agreement upon receipt of a written request to do so from the CITY'S Agreement Representative or designee. 5. Agreement Representatives. Each party to this Agreement shall have an Agreement representative. Each party may change its representative upon providing • written notice to the other party. The parties' representatives are as follows: 3 Cirn /Agreement- Staged Right Scenery a. For CONSULTANT: • Name of Representative: Dale Millard Mailing Address: 169215 West Byron Road City, State and Zip Code: Prosser, WA 99350 Telephone Number: (206) 714 -4758 Fax Number: (509) 786 -3048 E -mail Address: stgrtscnry@gmail.com b. For CITY: Name of Representative: Warren Houtz Title: Director of Operations Mailing Address: 19 South Third Street City, State and Zip Code: Yakima, WA 98901 Telephone Number: (509) 853 -8324 Fax Number: (509) 575 -6251 E -mail Address: warren @capitoltheatre.org 6. Amendments And Changes In Work. a. In the event of any, errors or omissions by the CONSULTANT in the performance of any work required under this Agreement, the CONSULTANT shall make any and all necessary corrections without additional compensation. All work submitted by the CONSULTANT shall be certified by the CONSULTANT and checked for errors and omissions. The CONSULTANT shall be responsible for the accuracy of the work, even if the work has been accepted by the CITY. b. No amendment, modification or renewal shall be made to this Agreement unless set forth in a written Agreement Amendment, signed by both parties and attached to this Agreement. Work under an Agreement Amendment shall not proceed until the CITY has duly executed the Agreement Amendment. 7. Hold Harmless And Indemnification. a. The CONSULTANT agrees to hold harmless, indemnify, protect, exonerate, and defend the CITY, its officers, elected officials, employees, agents, and volunteers from (a) any and all claims, lawsuits, demands, liens, administrative and other proceedings, and (b) and all judgments, losses, liabilities, awards, damages (including punitive or exemplary damages), penalties, fines, costs and expenses (including legal fees; costs, and disbursements) for, arising out of, or related to any actual or alleged death, bodily injury, damage or destruction to any person or any property or damage or destruction to a third party or third parties to the extent caused be any negligent act and /or omission of the CONSULTANT, its officers, employees, agents volunteers and /or subcontractors, arising out of, or related to CONTRACTOR'S performance or non- performance of this Agreement. Claims shall include, but not be limited to, supplied by 4 Cim /Agreement- Staged Right Scenery O the CONSULTANT infringes any patent, copyright, trademark, trade name, or otherwise results in an unfair trade practice. PROVIDED HOWEVER, that the CONSULTANT'S. obligations hereunder shall not extend to injury, sickness, death or damage caused by or arising out of the sole negligence of the CITY, its officers, officials, employees or agents. b. In the event both the CONSULTANT and.the CITY are both negligent, each party shall be liable for its contributory share of negligence for any resulting suits, . actions, claims, liability, damages, judgments, costs, and expenses (including reasonable attorney's fees). c. In any and all claims against the CITY, its officers, officials, employees and agents by any employee of the CONSULTANT, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, the indemnification obligation under this Section shall not be limited in any way by any limitation on the amount or type of damages, compensation, or benefits payable by or for the CONSULTANT under Worker's Compensation acts, disability benefits acts, or other employee benefits acts, it being clearly agreed and understood by the parties hereto that the CONSULTANT expressly waives any immunity the CONSULTANT might have had under such laws. By executing the Agreement, the CONSULTANT acknowledges that the foregoing waiver was mutually negotiated by the parties and that the provisions of this Section shall be incorporated, as relevant, into any Agreement the CONSULTANT makes with any CONSULTANT or agent performing work hereunder. S d. The CONSULTANT'S obligations hereunder shall include, but are not limited stigating, adjusting and defending all claims alleging loss from action, error or omission, or breach of any common law, statutory or other delegated duty by the CONSULTANT, the CONSULTANT'S employees, or agents. e. Nothing contained in this Section or this Agreement shall be construed to create a liability or right of indemnification in any third party. 8. Insurance. a. At all times during performance of the Services, the 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 Agreement. The 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: The CONSULTANT shall maintain Commercial - General Liability coverage for bodily injury, personal injury and property damage, subject to limits of not less than ONE MILLION DOLLARS ($1,000,000.00) COMBINED SINGLE LIMIT. The general aggregate limit shall apply separately to this Agreement and be no less than TWO MILLION DOLLARS ($2,000,000). Said policy shall be in effect for the duration of this Agreement. The policy shall name the CITY, its elected officials, officers, O agents, and employees 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" 5 Cim /Agreement- Staged Right Scenery shall be crossed out and initialed by the insurance agent). The insurance shall be with • an insurance company rated A -VII or higher in Best's Guide and admitted in the State of Washington. The CONSULTANT shall provide Commercial General Liability coverage which does not exclude any activity to be performed in fulfillment of this Agreement. Specialized forms specific to the industry of the CONSULTANT will reviewed for equivalency, provided coverage is no more restrictive than would be provided under a standard Commercial General Liability policy, including contractual liability coverage. ii. The CONSULTANT'S Commercial General Liability insurance shall contain no special limitations on the scope of protection afforded to the CITY as an additional insured. On or before the date this Agreement if fully executed by the parties, the CONSULTANT shall furnish the CITY with evidence of insurance coverage as described above. An acceptable form of evidence is a Certificate of Insurance. iv. If the CONSULTANT'S liability coverage is written as a claims made policy, then the CONSULTANT must evidence the purchase of an extended reporting period or "tail" coverage for a three -year period after project completion, or otherwise maintain the coverage for the three -year period. v. If the Agreement is over $50,000 then the CONSULTANT shall also • maintain Employers Liability Coverage with a limit of not less than $1 million. b. Other Insurance Provisions: The CONSULTANT'S liability insurance provisions shall be primary with respect to any insurance or self- insurance programs covering the CITY, its elected and appointed officers, officials, employees and agents. ii. Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the CITY, its officers, officials, employees or agents. The CONSULTANT'S insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. iv. The CONSULTANT shall include all subconsultants as insureds under its policies or shall furnish separate certificates and endorsements for each subconsultant. All coverage for subconsultants shall be subject to all of the requirements stated herein. v. The insurance limits mandated for any insurance coverage required by this Agreement are not intended to be an indication of exposure nor are they limitations on indemnification. 6 Cim /Agreement- Staged Right Scenery • vi. The CONSULTANT shall maintain all required policies in force from the time services commence until services are completed. Certificates, policies, and endorsements expiring before completion of services shall be promptly replaced. vii. Certificates of Insurance shall show the Certificate Holder as CITY OF YAKIMA and include c/o of the Office or Department issuing the Contract. The address of the Certificate Holder shall be shown as the current address of the Office or Department. viii. The CONSULTANT or its broker shall provide a copy of any and all insurance policies specified in this Agreement upon request of the CITY. 9. Termination. a. The CITY may terminate this Agreement in whole or in part whenever the CITY determines, in its sole discretion, that such termination is in the best interests of the CITY. The CITY may terminate this Agreement upon giving thirty (30) days written notice by Certified Mail to the CONSULTANT'S Agreement Representative. In that event, the CITY shall pay the CONSULTANT for all costs incurred by the CONSULTANT in performing the Agreement up to the date of such notice. Payment shall be made in accordance with Section III of this Agreement. b. In the event that funding for this project is withdrawn, reduced or limited in any • way after the effective date of this Agreement, the CITY may summarily terminate this Agreement notwithstanding any other termination provision of the Agreement. Termination under this paragraph shall be effective upon the date specified in the written notice of termination sent by the CITY to the CONSULTANT. After the effective date, no charges incurred under this Agreement are allowable. c. If the CONSULTANT breaches any of its obligations hereunder, and fails to cure the breach within ten (10) days of written notice to do so by the CITY, the CITY may terminate this Agreement, in which case the CITY shall pay the CONSULTANT only for the costs of services accepted by the CITY, in accordance with Section III of this Agreement. Upon such termination, the CITY, at its discretion, may obtain performance of the work elsewhere, and the CONSULTANT shall bear all costs and expenses incurred by the CITY in completing the work and all damage sustained by the CITY by reason of the CONSULTANT'S breach. 10. No Conflict Of Interest. CONSULTANT represents that it or its 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. CONSULTANT further covenants that it will not hire anyone or any entity having such a conflict of interest during the performance of this Agreement. 11. Assignment, Delegation, And Subcontracting. a. The CONSULTANT shall perform the terms of the Agreement using only its ® bona fide employees or agents, and the obligations and duties of the CONSULTANT under this Agreement shall not be assigned, delegated, or subcontracted to any other person or firm without the prior express written consent of the CITY. 7 Cim /Agreement- Staged Right Scenery b. The CONSULTANT warrants that it has not paid nor has it agreed to pay any company, person, partnership, or firm, other than a bona fide employee working exclusively for CONSULTANT, any fee, commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. 12. Non - Waiver of Rights. The parties agree that the excuse or forgiveness of performance, or waiver of any provision(s) of this Agreement does not constitute a waiver of such provision(s) or future performance, or prejudice the right of the waiving party to enforce any of the provisions of this Agreement at a later time. 13. Compliance With Laws. The CONSULTANT shall comply with all applicable federal, state and local laws, rules and regulations in performing this Agreement. 14. Inspection Of Books And Records. The CITY may, at reasonable times, inspect the books and records of the CONSULTANT relating to the performance of this Agreement. The CONSULTANT shall keep all records required by this Agreement for ten (10) years after termination of this Agreement for audit purposes. 15. Nondiscrimination. During the performance of the Agreement, the CONSULTANT shall not discriminate in violation of any applicable federal state, and /or local law or regulation on the basis of age, sex, race, creed, religion, color, national origin, marital status, disability, honorably discharged veteran or military status, pregnancy, sexual orientation, and any other classification protected under federal, state, or local law. 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. 16. The Americans with Disabilities Act. CONSULTANT shall 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 with regard to the activities and services provided pursuant to this Agreement. The ADA provides comprehensive civil rights to individuals with disabilities in the area of employment, public accommodations, public transportation, state and local government services and telecommunications 17. Ownership Of Materials /Work Produced. a. Material produced in the performance of the work under this Agreement shall be as works for hire as defined by the U.S. Copyright Act of 1976 and shall be owned by the CITY. This material includes, but is not limited to, books, computer programs, plans, specifications, documents, films, pamphlets, reports, sound reproductions, studies, surveys, tapes, and /or training materials. Ownership includes the right to copyright, patent, register, and the ability to transfer these rights. The CITY agrees that if it uses any materials prepared by the CONSULTANT for purposes other than those intended by this Agreement, it does so at its sole risk and it agrees to hold the CONSULTANT harmless therefore to the extent such use is agreed to in writing by the CONSULTANT. b. An electronic copy of all or a portion of material produced shall be submitted to the CITY upon request or at the end of the job using the word processing program and version specified by the CITY. • 8 Cim /Agreement- Staged Right Scenery 18. Disputes. Differences between the CONSULTANT and the CITY, arising under and by virtue of this Agreement, shall be brought to the attention of the CITY at the earliest possible time in order that such matters may be settled or other appropriate action promptly taken. Any dispute relating to the quality or acceptability of performance and /or compensation due the CONSULTANT shall be decided by the CITY'S Agreement Representative or designee. All rulings, orders, instructions and decisions of the CITY'S Agreement Representative shall be final and conclusive, subject to the CONSULTANT'S right to seek judicial relief pursuant to paragraph 19 of this Section. 19. Choice Of Law, Jurisdiction And Venue. a. This Agreement has been and shall be construed as having been made and delivered within the State of Washington, and it is agreed by each party hereto that this Agreement shall be governed by the laws of the State of Washington, both as to its interpretation and performance. b. Any action at law, suit in equity, or judicial proceeding arising out of this. Agreement shall be instituted and maintained only in any of the courts of competent jurisdiction in the COUNTY OF YAKIMA, Washington. 20. Severability. a. If a court of competent jurisdiction holds any part, term or provision of this Agreement to be illegal, or invalid in whole or in part, the validity of the remaining provisions shall not be affected, and the parties' rights and obligations shall be construed and enforced as if the Agreement did not contain the particular provision held to be invalid. b. If any provision of this Agreement is in direct conflict with any statutory provision of the State of Washington, that provision which may conflict shall be deemed inoperative and null and void insofar as it may conflict, and shall be deemed modified to conform to such statutory provision. c. Should the CITY 'determine that the severed portions substantially alter this Agreement so that the original intent and purpose of the Agreement no longer exists, the CITY may, in its sole discretion, terminate this Agreement. 21. Notices. Any notices shall be effective if personally served upon the other party or if mailed by registered or certified mail, return receipt requested, to the addresses set out in section 5 of this Agreement. Notice may also be given by facsimile with the original to follow by regular mail. Notice shall be deemed to have been given three days following the date of mailing or immediately if personally served. For service by facsimile, service shall be effective upon receipt during working hours. If a facsimile is sent after working .hours, it shall, be effective at the beginning of the next working day. 9 Cim /Agreement- Staged Right Scenery 22. City Employees. CONSULTANT shall not hire any employee of the City of Yakima to perform any services covered by this Agreement without prior written approval from the City Manager. 23. 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. 24. Entire Agreement. The parties agree that this Agreement is the complete expression of its terms and conditions. Any oral or written representations or understandings not incorporated in this Agreement are specifically excluded. STAGED RIGHT SCENERY By: Dale Millard, Owner Date: CITY OF YAKIMA By: Richard A. Zais, Jr., City Manager Date: ATTEST: City Clerk City Contract No. City Resolution No. • 10 Cim /Agreement- Staged Right Scenery