HomeMy WebLinkAboutRoy's Audio Visual Limited Liability Co. - Roots and Vines Festival 2016 Promotion PERSONAL SERVICES AGREEMENT
Special Event Promotion Services - Roy's Audio Visual Limited Liability
Co.
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 Roy's Audio Visual Limited Liability Co.
(hereinafter "Consultant ").
I. RECITALS
A. City is a municipal corporation of the State of Washington with City Hall located at
129 North 2 "d Street, Yakima, Washington 98901.
B. Consultant is a Limited Liability Company duly formed and existing under the laws
of the State of Washington, with local business offices 4302 N. Rivard Rd., Moxee, WA
98936.
C. City desires to facilitate a special event concert and associated activities for the
benefit of the community, to occur on May 14, 2016, known generally as the "Roots and
Vines Festival." 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 Events. The special event subject to this Agreement is the 2016 Roots
& Vines Festival, to be held on May 14, 2016, which shall consist of concerts and
entertainment and related productions.
2. Special Events Location. The 2016 Roots & Vines Festival is scheduled to occur
within the North Front Street Historic District.
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City shall provide all necessary permissions to accomplish the closure of such area used
for the events 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 City may designate other suitable locations for the special events.
3. Scope of Work. The Consultant shall provide special event audio, visual, and
lighting services, staff, specialized equipment, and otherwise do all things necessary for
or incidental to the performance of the work, including, but not limited to, the work outlined
on Consultant's proposed invoice, attached hereto and fully incorporated herein.
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.
b. City will provide any necessary permission and permit for street closure and
special event.
5. Compensation. The City shall pay Consultant the sum of Three Thousand Four
Hundred Ninety -Four and 86/100ths dollars ($3,494.86) as full compensation for all
services provided pursuant to this Agreement for the 2016 Yakima Roots & Vines festival.
City will pay Consultant within thirty days of invoice date.
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.
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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.
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 and appointed 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.
(c) This section shall survive the termination or expiration of this Agreement.
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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. Certificates
obtained under this section 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 Agreement. The policy shall name the City of
Yakima, its elected and appointed officials, employees, agents, attorneys 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 prior written notice. 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.
(c) Commercial Automobile Liability Insurance.
(i) If Consultant owns any vehicles, before this Agreement is fully
executed by the parties, Consultant shall provide the City with a certificate of insurance
as proof of commercial automobile liability insurance with a minimum limit of Two Million
Dollars ($2,000,000.00) per occurrence combined single limit bodily injury and property
damage. Automobile liability will apply to all automobiles and vehicles owned by
Consultant and be shown on the certificate.
(ii) If Consultant does not own any vehicles, only "Non -owned and Hired
Automobile Liability" will be required and may be added to the commercial liability
coverage at the same limits as required in section 14(b) of this Agreement.
(iii) Certificates obtained under this section 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 Agreement.
The policy shall name the City of Yakima, its elected and appointed officials, employees,
agents, attorneys 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 prior written
notice. 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.
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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, including the attached invoice, constitutes the
entire agreement between the parties. 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 $3,494.86.
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: Jeff Cutter
Interim City Manager
City of Yakima City Hall
129 North 2nd Street
Yakima, WA 98901
To Consultant: Leo Roy
Roy's Audio Visual Limited Liability Co.
4302 N. Rivard Rd.
Moxee, WA 98936
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.
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Such notices shall be deemed effective when mailed or hand delivered at the addresses
specified above.
21. Inspection and Production of Records.
(a) The records relating to the Scope of Work shall, at all times, be subject to
inspection by and with the approval of the City, but the making of (or failure or delay in
making) such inspection or approval shall not relieve the Consultant of responsibility for
performance of the Scope of Services in accordance with this Agreement,
notwithstanding the City's knowledge of defective or non - complying performance, its
substantiality or the ease of its discovery. Consultant shall provide the City sufficient,
safe, and proper facilities, and /or send copies of the requested documents to the City.
Consultant's records relating to the Scope of Services will be provided to the City upon
the City's request.
(b) Consultant shall promptly furnish the City with such information and records
which are related to the Scope of Services of this Agreement as may be requested by the
City. Until the expiration of six (6) years after final payment of the compensation payable
under this Agreement, or for a longer period if required by law or by the Washington State
Secretary of State's record retention schedule. Consultant shall retain and provide the
City access to (and the City shall have the right to examine, audit, and copy) all of
Consultant's books, documents, papers and records which are related to the Scope of
Services performed by Consultant under this Agreement.
(c) All records relating to Consultant's services under this Agreement must be
made available to the City, and the records relating to the Scope of Services are City of
Yakima records. They must be produced to third parties, if required pursuant to the
Washington State Public Records Act, Chapter 42.56 RCW, or by law. All records relating
to Consultant's Scope of Services under this Agreement must be retained by Consultant
for the minimum period of time required pursuant to Washington State Secretary of
State's records retention schedule.
(d) The terms of this section shall survive any expiration or termination of this
Agreement.
22. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Washington.
23. Venue. The venue for any action to enforce or interpret this Agreement shall lie in
the Superior Court of Washington for Yakima County, Washington.
24. Effective Date. This Agreement shall be effective as and from the date signed
by the last party to sign.
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CITY OF YAKIMA Roy's Audio Visual Limited Liability Co.
,
By: v. By:
Jeff 9 r, Interim City Manager Cylie
Date: 6. — 7 -A, Date: 2
ATTEST:
a irm -,.
,1 g
CITY CONTRACT NO 10 " ce
SOnya Oath Tee, City Clerk
. • ,
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