HomeMy WebLinkAboutTownsquare Media Yakima, LLC - 2016 Downtown Summer Nights Promotion PERSONAL SERVICES AGREEMENT
Special Event Promotion Services - Townsquare Media Yakima, LLC
(2016)
THIS PERSONAL SERVICES AGREEMENT, hereinafter referred to as
"Agreement," is made and entered into by and between the City of Yakima, a Washington
State municipal corporation (hereinafter the "City "), and Townsquare Media Yakima, LLC
(hereinafter "Consultant ").
1. 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. Consultant is a limited liability company duly formed and existing under the laws
of the State of Washington, with local business offices at 4010 Summitview Avenue,
Yakima, Washington 98908, and manager's national headquarter offices at 240
Greenwich Avenue, Greenwich, Connecticut 06830.
C. City desires to facilitate a series of special event concerts and associated activities
for the benefit of the community, to occur on certain dates in the months of June, July and
August 2016. 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.
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 — Schedule. The special events subject to this Agreement
are the 2016 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, to be named and promoted as "Downtown Summer Nights," or such other
title as designated by City.
June 16, 23, 30
July 7,14,21,28
August 4,11,18
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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 the North Front Street Historic District, 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 to and from the Yakima County Jail facility; 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. 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 (collectively referred to as "Services ").
Consultant shall obtain a Special Event Permit (or Special Event Permits as appropriate)
pursuant to Chapter 9.70 YMC to cover the special events set forth in Section 1 at the
locations set forth in Section 2 of this Agreement, and follow all requirements of the Permit
and Chapter 9.70 YMC. 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. Produce, air and place on all of Consultant's outlets in the Yakima market, both
radio and online, air promotions, advertising, websites and other online
promotional activities, advertising and promoting the special events described
in Section 1 above. The parties understand and agree that the value of such
services for all events exceeds $50,000.00.
b. Procure, book and contract all bands that will perform at the series. The City's
fee will cover the costs of the performers.
c. Provide management of the vendor space, including but limited to marketing,
booth placement, selection of vendors and other related tasks as necessary or
appropriate. First priority for vendors will be given to Downtown businesses
that agree to participate. Fees collected for vendor booth spaces will be
retained by Consultant.
d. Assist City in development of alcoholic beverage sales and consumption at the
event in compliance with all applicable laws and regulations, including but not
limited to appropriate permits issued by the Washington State Liquor Control
Board. The parties agree that priority of alcoholic beverage vendors shall
include local vintners and brewers whenever possible. The city will retain all
proceeds for the sale of alcoholic beverages.
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e. Development of a sponsorship protocol and retaining sponsors to underwrite
and support the special events. Cash sponsorships for the event will be
retained and administered by Consultant to defray event costs.
f. Assist the City in general management of the events to facilitate public
participation and safety of the overall event.
g. Assist the City in maintaining access for law enforcement and court personnel
to the Yakima County Jail, and necessary access to other business locations
adjoining the event site.
Consultant shall provide the above services for each of the scheduled special events
described in Section 1 above notwithstanding the number of vendors retained or sponsors
retained for any or all events.
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 restroom facilities to accommodate event promoters and
participants.
b. City will provide trash receptacles and cleanup services.
c. City will provide appropriate closure of street at the event site, with appropriate
barricades and signage.
d. City will provide security for the event.
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
parties will cooperate regarding designation of the appropriate party 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 tents /canopies, and fencing as appropriate to facilitate the
event.
h. City will provide a person with appropriate authority to serve as event liaison.
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i. City will contract separately for staging, sound system and sound services.
5. Compensation. The City shall pay Consultant the sum of Sixteen Thousand
Dollars ($16,000.00) as full compensation for all services provided pursuant to this
Agreement. This amount shall be paid in installments as follows:
(a) $5,000.00 shall be paid to Consultant within thirty (30) days of execution of
this Agreement.
(b) $5,000.00 shall be payable to Consultant on July 1, 2016.
(c) The balance of $6,000.00 shall be payable to Consultant on August 1, 2016.
As set forth above, total compensation to Consultant under this Agreement shall not
exceed $16,000.00. 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 19 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.
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. Inspection and Production of Records.
(a) The records relating to the Services performed in this Agreement by Consultant
shall, at all times, be subject to inspection by and with the approval of the City,
but the making (or failure or delay in making) such inspection or approval shall
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not relieve Consultant of responsibility for performance of the 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's records relating to the 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 Services of this Agreement as may be requested by
the City. Until the expiration of six (6) years after the last date of services, or
final payment, whichever is later, 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 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 Services are City
records. 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 Consultant's services under this Agreement must be retained by
Consultant for the minimum period of time required pursuant to the Washington
State Secretary of State's records retention schedule.
10. 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.
11. 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.
12. 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.
13. No Insurance provided by City. It is understood the City does not maintain
liability insurance for Consultant and /or his employees.
14. Indemnification and Hold Harmless
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(a) Consultant agrees to protect, defend, indemnify, and hold harmless the City,
its elected or 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) 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 elected or appointed officials, officers,
employees, agents, volunteers and /or subcontractors, arising out of the performance of
this Agreement.
(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) The terms of this Section shall survive any expiration or termination of this
Agreement.
15. 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
ContractAgreement. 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 Agreement 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 Agreement. The policy shall name the City, its elected and appointed
officials, officers, agents, employees, and volunteers as additional insureds. The
Consultant 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 -VIl or higher in Best's Guide and admitted in the State of Washington.
16. 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.
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17. Integration. This written document 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.
18. 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.
19. 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 $15,000.00.
20. 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.
21. 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 2 "d Street
Yakima, WA 98901
To Consultant: Jamie Stickel
Townsquare Media Yakima, LLC
4010 Summitview Avenue
Yakima, WA 98908
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.
22. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Washington.
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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.
CITY OF YAKIMA TOWNSQUARE MEDIA YAKIMA, LLC
By: p9116/ B /14 4'0 (2. , ,, e' „e
Jeff ter, Interim City Manager Jamie tickel — Interim General Manager
Date: 10 (to/ 140 Date: C l llik
ATTEST: _
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Sonya Claar de, City CO ‘ FA L. e
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