Loading...
HomeMy WebLinkAboutResolution 2014-020 agreement for 2014 bluegrass festivalMARANA RESOLUTION NO. 2014-020 RELATING TO PARKS AND RECREATION; APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT BETWEEN THE TOWN OF MARANA AND S& S BLUEGRASS PROMOTIONS, LLC FOR THE 2014 MARANA BLUEGRASS FESTIVAL WHEREAS the Town Council adopted Resolution No. 2013-097 on November 5, 2013, approving a memorandum of understanding by and among the Town, the Desert Bluegrass Association, and the Arizona Bluegrass Association for the purpose of allowing the Associations to plan, develop and present the Marana Bluegrass Festival on April 12-13, 2014, with in-kind support and assistance from the Town; and WHEREAS the Associations and the Town have determined that professional assistance is needed for the Festival; and � WHEREAS S& S Bluegrass Promotions plans, implements and manages bluegrass- related special events and books bluegrass bands for concerts, festivals and events; and WHEREAS S& S Bluegrass Promotions proposes to assist the Town and the Associations in coordinating and promoting the Festival and selecting and contracting with headline performers; and NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE TOWN OF MARANA, that the agreement between the Town of Marana and S& S Bluegrass Promotions, LLC for the 2014 Marana Bluegrass Festival attached to this resolution as Exhibit A is hereby approved, and the Mayor is authorized to execute it for and on behalf of the Town of Marana. Resolution No. 2014-020 - 1- 2/26/2014 5:44 PM FJC IT IS FURTHER RESOLVED that the Town Manager and staff are hereby directed and authorized to undertake all other and further tasks required or beneficial to carry out the terms, obligations, conditions and objectives of the agreement between the Town of Marana and S& S Bluegrass Promotions, LLC. PASSED AND ADOPTED by the Mayor and Council of the Town of Marana, Arizona, this 4th day of March, 2014 ATTEST: . /� � � � /i� �� ' / . � - . �� • � / � � �� � �����.� Mayor Ed Honea APPROVED AS TO FORM: a� r Cass' , Town ey Resolution No. 2014-020 - 2- 2/26/2014 5:44 PM FJC AGREEMENT BETWEEN THE TOWN OF MARANA AND S& S BLUEGRASS PROMOTIONS, LLC FOR THE 2014 MARANA BLUEGRASS FESTIVAL THIS AGREEMENT (the "Agreement") is entered into by and between the TowN oF MARANA, an Arizona municipal corporation (the ��Town"� and S& S BLUEGRASS PROMO- TIONS LLC, an Arizona limited liability company ("S & S"). The Town and S& S are sometimes collectively referred to in this Agreement as the "Parties;' each of which is sometimes individually referred to as a"Party." RECTTALS A. In March 2012, the Town Council of the Town of Marana adopted the Town of Marana Strategic Plan II (the "Plari'). The Plan identifies Community as one of its five focus areas. Under the Community focus area, the Plan includes an initiative to in- crease participation by residents and visitors in Marana's signature events, with a strat- egy to recruit community partners to plan and staff signature events. B. On November 5, 2013, the Town Council adopted Resolution No. 2013-097 ap- proving a Memorandum of Understanding by and among the Town, the Desert Blue- grass Association, and the Arizona Bluegrass Association, both Arizona non-profit corporations (the "Associations"), for the purpose of allowing the Associations to plan, develop and present the Marana Bluegrass Festival (the "Festival"), Apri112-13, 2014, with in-kind support and assistance from the Town. C. S& S Bluegrass Promotions is an Arizona limited liability company organized to plan, implement and manage bluegrass-related special events and to book bluegrass bands for concerts, festivals and events. D. The Town and S& S desire to enter into an agreement regarding S& S Bluegrass Promotions' participation in the presentation of the Festival as set forth in this Agree- ment. AGREEMENT NoW THEREFORE based on the foregoing recitals, which are incorporated here as the intent of the Parties in entering into this Agreement, and in consideration of the terms of this Agreement, the Parties hereby agree as follows: 1. Services to be performed by S£� S. S& S shall assist the Town and the Associations in presenting the Marana Bluegrass Festival, as set forth in the Scope of Work, attached hereto and incorporated herein by this reference as Exhibit A. {00036878.DOC / 2} 2014 S 8t S MARANA BLUEGRASS FEST'IVAL AGREEMEN'T 2/26/2014 3:40 PM JF/FC -1- 2. Payment and invoices. Except as otherwise agreed to in a written amendment to this Agreement signed by the Parties, for all services and work performed by S& S pursuant to this Agreement, the Town shall pay S& S the comprehensive, inclusive flat fee of $2,500.00 as follows: a. S& S shall submit an invoice to the Town Representative for $1,000.00 on or about the date of execution of this Agreement. b. S& S shall submit an invoice to the Town Repres.entative for $1,500.00 upon final accounting and payment of all outstanding accounts after the Festival. c. Each invoice submitted by S& S to the Town shall include: i. The days when the work and services were performed. ii. The milestones or goals achieved pursuant to this Agreement, where appli- cable. iii. Reference to Town tracking numbers, including Purchase Order numbers, authorizing payment for the work and services addressed by the invoice. d. The Town shall pay S& S within 30 days after the Town Representative ap- proves S& S's invoice or any portion of it. 3. Town contribution for performers. In addition to the payment set forth in para- graph 2 above, the Town shall contribute $4,400.00 toward the payment of headline performers selected and contracted by S& S for the Festival. If any proceeds from the Festival admission, vendor and other activity fees remain after payment of all outstand- ing accounts related to the Festival, S& S shall reimburse the Town for its contribution up to the full amount of the contribution, or until funds are exhausted. 4. Taxes. S& S shall be liable for all taxes applicable to the proceeds received by S& S under this Agreement, whether those proceeds are from the Town pursuant to paragraph 2 above, or are from other sources. The Town shall not withhold or pay fed- eral, social security, or state income taxes or worker's compensation out of the proceeds payable by the Town under this Agreement, unless duly ordered to do so by a court or other government authority with jurisdiction. 5. Records. S& S shall make available to the Town for inspection any books, ledgers or statements kept by S& S regarding activities conducted pursuant to this Agreement. 6. Effective date, duration and renewal. This Agreement shall be effective as of the sig- nature date of the last Party to sign this Agreement and shall remain in effect for one year. The Parties may renew this Agreement for up to two consecutive one-year peri- ods, by executing a written amendment setting forth the renewal term and any amend- ed terms and conditions. If the Parties renew this Agreement, the Festival will general- ly be held during the second weekend of April each year, unless Easter falls during that weekend. If Easter falls during the second weekend of April in any renewal year, the Parties shall mutually agree upon other dates for the Festival, and shall include those dates in the written amendment setting forth the renewal term. {00036878.DOC / 2} 2014 S& S MARANA BLUEGRASS FESTIVAL AGREEMEN'T 2/26/2014 3:40 PM JF/FC -2- 7. Relationship of the parties. In the performance of the services contemplated by this Agreement, S& S shall act solely as an independent contractor, and nothing expressed or implied in this Agreement shall be construed to create the relationship of employer and employee, partnership, principal and agent, or to create a joint venture between the Town and S & S. 8. Use of Town logo and seal. The Town grants S& S a limited license to use, at no cost, the Towri s logo and seal in S& S's performance of the services described in this Agreement. S& S shall not use the Town.'s logo and seal for any other purpose or use. S& S shall not modify, revise or alter the Towri s logo or seal in any way. 9. Insurance. S& S shall maintain insurance throughout the term of this Agreement from carriers acceptable to the Town with the following required minimum coverages and limits: Commercial General Liability: U.S. $1,000,000 per occurrence U.S. $2,000,000 aggregate a. S& S shall deliver one or more certificates of insurance evidencing coverage as described in this paragraph 9 to the Town upon execution of this Agreement and prior to commencing any activities pursuant to this Agreement. S& S shall also de- liver new certificates of insurance each time the policy(s) is updated. All certificates shall be delivered to the Towri s Parks and Recreation Director. b. The Town shall be named as an additional insured on the commercial general liability insurance policies required by this paragraph 9. As an additional insured, the Town shall be provided coverage for any liability arising out of operations per- formed in whole or in part by or on behalf of S& S. S& S shall deliver additional in- sured endorsement(s) along with the certificate(s) of insurance required by subpara- graph (a) above. The additional insured endorsement form identification number shall also be included within the description box on the certificate of insurance and the applicable policy number shall be included on the endorsement. c. The certificate(s) shall also stipulate that the insurance afforded S& S shall be primary insurance and that any insurance carried by the Town, its agents, officials or employees shall be excess and not contributory insurance to that provided by S& S. Coverage provided by S& S shall be primary insurance with respect to all other available sources. d. The insurance requirements specified in this paragraph 9 may not be changed or modified except by written agreement signed by both Parties. e. S& S shall give the Town at least 30 calendar days' written notice prior to a planned cancellation or reduction of any coverage required by this paragraph 9. S& S shall give the Town immediate notice of any other cancellation or reduction of any coverage required by this paragraph 9. Cancellation or reduction of any cover- age required by this paragraph 9 is grounds for termination of this Agreement by the Town. {00036878.DOC / 2} 2014 S& S MARANA BLLTEGRASS FESTIVAL AGREEMENT 2/26/2014 3:40 PM JF/FC -3- 10. Indemnification. S& S agrees to defend, save, hold harmless, and indemnify the Town, its officials, employees, agents, successors, and assigns from and against any and all manner of claims, suits, lawsuits, action or actions, causes or causes of action, liabili- ties, damages, and other claims and demands of whatsoever nature or kind, in law or in equity, in tort or in contract, or otherwise caused by or resulting from S& S's errors, omissions, or negligent acts in the performance of services pursuant to this Agreement, or the errors, omissions or negligent acts of any party S& S contracts with in the per- formance of services pursuant to this Agreement, anyone directly or indirectly em- ployed by S& S, or anyone for whose acts S& S may be liable. 11. Regulatory compliance and approvals. Each Party shall at its own expense comply with all applicable federal, state and local laws, rules, and regulations in connection with its obligations under this Agreement. As part of this obligation, S& S shall obtain any and all permits required by the Town, the Northwest Fire District or any other appropriate regulatory agency for its activities under this Agreement. In consideration of the services to be performed by S& S under the terms of this Agreement, to the ex- tent legally permissible, the Town agrees to waive all Town of Marana review and per- mit fees that S& S would normally be required to pay for S& S's activities pursuant to this Agreement. 12. Notices. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed given if personally delivered or mailed, certified mail, return receipt requested, to the following addresses: If to the Town, to: TOWN OF MARANA Attn: Parks and Recreation Director 11555 W. Civic Center Drive - Bldg A3 Marana, AZ 85653 If to S& S, t0: S& S BLUEGRASS PROMOTIONS, LLC Attn: James Sanchez 4741 W. Red Wolf Drive Tucson, Arizona 85742 13. Entire agreement. This Agreement constitutes the entire agreement and under- standing of the Parties pertaining to the subject matter of the Agreement and super- sedes all offers, negotiations, and other agreements of any kind. All prior and contem- poraneous agreements, representations and understandings of the Parties, oral or writ- ten, are superseded and merged in this Agreement. 14. Authority to execute agreement. The individuals executing this Agreement hereby represent that they have full right, power, and authority to execute this Agreement on behalf of their respective Parties. 15. Force majeure. Notwithstanding any other term, condition or provision of this Agreement to the contrary, if any Party to this Agreement is precluded from satisfying or fulfilling any duty or obligation imposed upon it due to labor strikes, material short- {00036878.DOC / 2} 2014 S& S MARANA BLUEGRASS FESTIVAL AGREEMENT 2/26/2014 3:40 PM JF/FC -4- ages, war, civil disturbances, weather conditions, natural disasters, acts of God, or other events beyond the control of such Party, the time period provided herein for the per- formance by such Party of such duty or obligation shall be extended for a period equal to the delay occasioned by such events. 16. Immigration laws. S& S warrants that it will at all times comply with all federal immigration laws and regulations that relate to their employees and with Arizona Re- vised Statutes section (A.R.S. �) 23-214 (A). S& S acknowledges that pursuant to A.R.S. § 41-4401 and effective September 30, 2008, a breach of this warranty is a material breach of this Agreement subject to penalties up to and including termination of this Agreement, and that the. Town retains the legal right to inspect the papers of any em- ployee who performs work or services pursuant to this Agreement to ensure compli- ance with this warranty. 17. Conflict of interest. This Agreement is subject to the provisions of A.R.S. � 38-511, which provides for termination in certain instances involving conflicts of interest. 18. Attorneys' fees. The prevailing Party in a civil action to enforce this Agreement shall be entitled to recover from the other Party, in addition to any relief to which such prevailing Party may be entitled, all costs, expenses and reasonabie attorneys' fees in- curred in connection with that civil action. 19. Governing law. This Agreement shall be construed in accordance with the laws of the State of Arizona. 20. Termination. Either Party may terminate its participation in this Agreement for any reason upon at least 15 days' prior written notice to the other Party. 21. Miscellaneous. a. This Agreement may not be modified except in a writing signed by both of the Parties. b. The captions and section numbers appearing in this Agreement are inserted only as a matter of convenience, and do not define, limit, construe or describe the scope or intent of such sections or articles of this Agreement. c. This Agreement may be executed in multiple counterparts, each of which shall, for all purposes, be deemed an original and all of which, taken together, shall consti- tute one and the same agreement. [SIGNATURE PAGE FOLLOWS] {00036878.DOC / 2} 2014 S Bt S MARANA BLUEGRASS FESTIVAL AGREEMENT 2/26/2014 3:40 PM JF/FC -5- IN WITNESS WHEREOF, the Parties have duly executed this instrument below. The "Town": TOWN OF MARANA, an Arizona munici- pal corporation Ed Honea, Mayor Date: � ' � �7' "S & S": S& S BLUEGRASS PROMOTIONS, LLC, an Arizona limited liability compa� Sanchez, Date �' �7°� ATTEST: � -`� �`� own rk Date APPROVED AS TO FORM: Federal I.D. # '��'��/ `�� ��� � The foregoing instrument was acknowledged before me this �? day of _.-- 2014 by James Sanchez, member of S& S BLUEGRASS PROMO- TIONS LLC, an Ariz a limited Iiability company, on behalf of the LLC. (Seal) � ,,-,,":, I�ttOE�A�11��1 /t�� ,r,w�, �-��n. M+pM�c+�M�t+1;�s � N ary ublic {00036878.DOC / 2} 2014 S& S MARANA BLUEGRASS FESTIVAL AGREEMENT 2/26/2014 3:40 PM JF/FC -6- STATE OF � J ) ss. County of � �'� ) EXHIBIT A—AGREEMENT BETWEEN TOWN OF MARANA AND S& S BLUEGRASS PROMOTIONS, LLC 2014 MARANA BLUEGRASS FESTIVAL S&S BLUEGRASS PROMOTIONS, LLC—Scope of Work— 2014 Marana Blue�rass Festival Perform and coordinate pre-Festival planning and Festival management activities to include: Coordinate and manage responsibilities with Arizona Bluegrass Association and Desert Bluegrass Association Direct Marana Bluegrass Festival Committee activities; select, organize and manage Festival Committee, schedule and run meetings Festival Stage Management; provide a Master of Ceremonies, prepare, coordinate, and manage performance schedule Contract Festival sound system provider with appropriate equipment and experience amplifying acoustic music in an outdoor venue Select and contract headline performers Design 2014 Marana Bluegrass Festival Program, including performance schedule, band bios, and Festival information Provide 2014 Marana Bluegrass Festival promotion; flyer distribution to regional festivals and bluegrass organizations, media contact and public service announcement in Tucson, Phoenix, and Flagstaff markets Perform radio spot for KXCI community radio Create and maintain Marana Bluegrass Festival website www.maranafestival.com Contract and coordinate food and crafts vendors; S& S shall ensure that all Festival vendors enter into a release and indemnification agreement in a form approved by the Town of Marana Coordinate and staffvolunteer effort Collect Festival gate and vendor receipts; pay outstanding Festival accounts {00036885.DOCX /}