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HomeMy WebLinkAboutResolution 2016-117 Approving agreement of the 2017 Marana Bluegrass FestivalMARANA RESOLUTION NO. 2016 -117 RELATING TO PARKS AND RECREATION; APPROVING AND AUTHORIZING ING THE MAYOR TO EXECUTE AN AGREEMENT BETWEEN THE TOWN of MARANA AND DESERT BLUEGRASS ASSOCIATION REGARDING THE PLANNING, DEVELOPMENT AND PRESENTATION OF THE 2017 MARANA BLUEGRASS FESTIVAL WFIEREAS on January 6, 2015, the Town Council adopted the Town of Marana Strategic Plan III which identifies Community as one of its five focus areas and includes the initiative to market Marana as a destination for unique, family - friendly events; and WHEREAS for the past several years, the Town, in collaboration with several nonprofit entities and others in the local bluegrass community, has presented the Marana Bluegrass Festival; and WHEREAS the Desert Bluegrass Association ( "DBA ") is a non- profit organization dedicated to developing and promoting bluegrass music for the diverse audience in the Greater Tucson Area; an WHEREAS the Town Council finds that approval of an agreement with DBA related to the planning, development and presentation of the 2017 Marana Bluegrass Festival as set forth in this resolution is in the best interests of the Town of Marana and its citizens. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL of THE 1"OWN OF MARANA, ARIZONA, as follows: SECTION 1. The agreement between the Town of Marana and Desert Bluegrass Association regarding the planning, development and presentation of the 2017 Marana Bluegrass Festival, attached to and incorporated by this reference in this resolution as Exhibit A., is hereby approved and the Mayor is hereby authorized to execute it for and on behalf of the Town of Marana. SECTION 2. The Town's Manager and staff are hereby directed and authorized to undertake all other and further tasks required or beneficial to carry out the terms, obligations, and objectives of the agreement. Marana Resolution No. 2016-117 -- 1 - PASSED AND ADOPTED b the Ma and Council of the Town of Marana, Arizona, this I st da of November, 2016. i A: Ma E4,do, ea APPROVED AS TO FORM: o r k C lid To wn : / rney MaranaResolUtion No. 2016-117 - 2 - AGREEMENT BETWEEN THE TOWN OF MARANA AND DESERT BLUEGRASS ASSOCIATION FOR THE 2017 MARANA BLUEGRASS FESTIVAL THis AGREEMENT (the "Agreement ") is entered into by and between the TOWN of MARANA,. an Arizona municipal corporation (the "Town ") and DESERT BLUEGRASS Asso- CIATION, an Arizona non - profit corporation ("'DBA"'). The Town and DBA are some- times collectively referred to in this Agreement as the "Parties," each of which is some- times individually referred to as a ""Party." RECITALS A. In January 2015, the Town Council of the Town of Marana adopted the Town of Marana Strategic Plan III (the "Plan ") . The Plan identifies Community as one of its five focus areas. Under the Community focus area, the Plan includes an initiative to market Marana as a destination for unique, family - friendly events. B. For the past several years, the Town, in collaboration with several non - profit enti- ties and others in the local bluegrass community, has presented the Marana Bluegrass Festival. C. The Desert Bluegrass Association is a non - profit organization dedicated to devel- oping and promoting bluegrass music for the diverse audience in the Greater Tucson Area. D. The Town and DBA desire to enter into an agreement for DBA to plan, develop and present the 2017 Marana Bluegrass Festival (the "Festival ") with support and assis- tance from the Town as described in this Agreement. E. The Town finds that the benefits to the Town resulting from DBA's production and presentation of the 2017 Marana Bluegrass Festival have a value at least equal to the fair market value of the in -kind support and assistance to be provided to DBA by the Town pursuant to this Agreement. 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 DBA.. DBA shall plan, develop and present the 2017 Ma- rana Bluegrass Festival at Ora Mae Harn Park, 13250 N. Lon Adams Road, as set forth in this paragraph 1, and in the Scope of work, attached hereto and incorporated herein 00049239.DOC I1 2017 DBA MARANA BLUEGRASS FESTIVAL AGREEMENT -I - by this reference as Exhibit A. The Festival will be held April 28 -30, 2017, during the times mutually agreed upon by the Parties.- The Festival will include performances by bluegrass bands and musicians, food and craft vendors, and other related activities. a. DBA shall recruit, select, approve and contract with musicians and vendors for the Festival. The vendors may include food and crafts exhibitors and other exhibi- tors consistent with the theme of the Festival and the terms of this Agreement. DBA shall ensure that all Marana Bluegrass Festival vendors possess a current Town of Marana business license as of the date of the Festival. DBA shall also ensure that all food vendors possess a current and appropriate permit from the Pima County Health Department, if required, as of the date of the Festival. b. DBA shall provide a complete listing of Festival vendors to the Town at least one week prior to the Festival. c. DBA shall ensure that all Festival vendors enter into a release and indemnifica- tion agreement in the form set forth in Exhibit B, attached hereto and fully incorpo- rated herein by this reference. DBA shall provide the completed release and indem- nification agreements to the Town with the vendor list required by subparagraph b above. d. All marketing and promotional materials produced by DBA for the Festival must be approved by the Town prior to their use and distribution. e. DBA shall provide sufficient staffing to present and run the Festival on all days, including set -up and tear -down. f. DBA shall provide security for the Festival pursuant to a security plan ap- proved by the Town. 2. Support and assistance to be provided by the Town. The Town shall provide in -kind support, at no cost to DBA, as set forth in Exhibit C, attached hereto and incorporated herein by this reference. In addition to the items listed on Exhibit C, the Town shall: a. Provide promotional assistance through Town social media outlets, website, and distribution of DBA -- produced marketing and promotional materials. b. Provide a chalked area for RV parking c. Provide signage for festival parking 3. Expenses; admission and other activity fees. Except as provided in paragraph 2 above, DBA shall be responsible for all of its operating expenses. DBA may assess, collect and retain admission and other activity fees from parties who wish to attend and participate in the Marana Bluegrass Festival. The Town makes no guarantee or promise regarding the amount of compensation DBA will receive due to admission and other activity fees. a. DBA shall make available to the Town for inspection any books, ledgers or statements kept by DBA regarding activities conducted pursuant to this Agreement. 00049239.DoC Il 2017 DBA MARANA BLUEGRASS FESTIVAL AGREEMENT -2- b. DBA shall be liable for all taxes applicable to the proceeds received by DBA under this Agreement. 4. Effective date and duration. This agreement shall be effective as of the signature date of the last Party to sign this Agreement, and shall remain in effect until May 31, 2017. Notwithstanding the foregoing, the indemnification provisions set forth in para- graph S below shall survive termination of this Agreement. 5. Relationship of the parties. In the performance of the services contemplated by this Agreement, DBA 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 DBA. 6. Use of Touin logo and seat. The Town grants DBA a limited license to use, at no cost, the Town's logo and seal in DBA's performance of the services described in this Agree- ment. DBA shall not use the Town's logo and seal for any other purpose or use. DBA shall not modify, revise or alter the Town's logo or seal in any way. 7. Insurance. DBA and any subcontractor who performs any work for DBA under this Agreement shall maintain insurance throughout the term of this Agreement from carriers acceptable to the Town with the following required minimum coverages and limits: Worker's Compensation: Employer's Liability: Commercial General Liability Statutory U.S. $100,000 U.S. $1,000,000 per occurrence U.S. $2,000,000 aggregate a. DBA shall deliver one or more certificates of insurance evidencing coverage as described in this paragraph 7, including coverage required of any subcontractor, to the Town upon execution of this Agreement and prior to commencing any activities pursuant to this Agreement. DBA shall also deliver new certificates of insurance each time the policy(s) is updated. All certificates shall be delivered to the Town'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 7. 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 DBA or any subcontractor. DBA shall deliver additional insured endorsement(s) along with the certificate(s) of insurance required by subparagraph (a) above. The additional insured endorsement form identification number shall also be included within the description box on the certif- icate of insurance and the applicable policy number shall be included on the en- dorsement. 00049239.DOC I1 2017 DBA MARANA BLUEGRASS FESTIVAL AGREEMENT -3 - c. All policies required pursuant to this paragraph 7 shall be endorsed to contain a waiver of transfer of rights of recovery (subrogation) against the Town, its agents, officers, officials, and employees for any claims arising out of DBA's or any subcon- tractor's work or service. Endorsements evidencing this waiver of subrogation shall be provided to the Town along with all other insurance documentation required by this Article. d. The certif icate(s) shall also stipulate that the insurance afforded DBA and any subcontractor shall be primary insurance and that any insurance carried by the Town, its agents, officials or employees shall be excess and not contributory insur- ance to that provided by DBA or any subcontractor. Coverage provided by DBA and any subcontractor shall be primary insurance with respect to all other available sources. e. The insurance requirements specified in this paragraph 7 may not be changed or modified except by written agreement signed by both Parties. f. DBA 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 7. DBA shall give the Town immediate notice of any other cancellation or reduction of any coverage required by this paragraph 7. Cancellation or reduction of any cover- age required by this paragraph 7 is grounds for termination of this Agreement by the Town. S. Indemni cation. DBA 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 RBA'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 DBA contracts with in the per- formance of services pursuant to this Agreement, anyone directly or indirectly em- ployed by DBA, or anyone for whose acts DBA may be liable. 9. 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, DBA 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 DBA under the terms of this Agreement, to the extent legally permissible, the Town agrees to waive all Town of Marana review and permit fees that DBA would normally be required to pay for DBA's activities pursuant to this Agreement. 10. 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: 00049239.DOC I1 2017 DBA MARANA BLUEGRASS FESTIVAL AGREEMENT -4- 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 DBA, to: DESERT BLUEGRASS ASSOCIATION Attn: David Lanham 11120 E. Malpomene Circle Tucson, Arizona 55749 11. 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. 12. 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. 13. 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- 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. 14. Immigration razes. DBA warrants that it will at all times comply with all federal immigration laws and regulations that relate to its employees and with Arizona Revised Statutes section (A.R.S. §) 23-214 (A). DBA 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. 15. Israel boycott divestments. DBA certifies that it is not currently engaged in, and agrees for the duration of this Agreement to not engage in, a boycott of Israel as defined by A.R.S. § 35 -393. 16. 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. 17. 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 reasonable attorneys' fees in- curred in connection with that civil action. 00049239.DOC I1 2017 DBA MARANA BLUEGRASS FESTIVAL AGREEMENT -5- 18. Governing lau). This Agreement shall be construed in accordance with the laws of the State of Arizona. 19. 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. 20. Miscellaneous. a. This Agreement may not be modif led 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] 00049239.DOC lI 2017 DBA MARANA BLUEGRASS FESTIVAL AGREEMENT -6- IN WITNESS WHEREOF, the Parties have dul executed this instrument below. The "Town": TOWN OF MARANA, an Arizona munici- pal corporation Ed Honea, y or Date-, ///& / � /6/ ATTEST: "DBA": DESERT BLUEGRASS AssocIATION, an Arizona non-profit corporation ohn David, President /CE& Date 014; 2 - b Federal I.D. # YZ —,6 RZ L 0,54 W o wn C#k Date APPROVEDoAS To FORM: W W &I '. ■ a a v , OKLYKAWA D ate STATE OF Count of ) n ss. ) The fore instrument was acknowled before me this ;Z04'6 da of CAAbe,r- -11 2016 b J ohn David, President/CEO of DESERT BLUEGRASS ASSOCIATION, an Arizona non-profit corporation, on behalf of the corporation. (Seal) TERI A VASQUEZ Notar Public,Stato of Arizona Pima Count MY Commission Expires • Ma 28, 201 Notar Pub c 00049239.DOC /1 2017 DBA MARANA BLUEGRASS FESTIVAL AGREEMENT -7- LIST OF EXHIBITS Exhibit A: Scope of Work Exhibit B: Form of Release and Indemnification A Exhibit C: Spreadsheet listin Town In-Kind Support and Assistance 00049239.DOC /1 2017 DBA MARANA BLUEGRASS FESTIVAL AGREEMENT EXHIBIT A to AGREEMENT BETWEEN TOWN OF MARANA AND DESERT BLUEGRASS ASSOCIATION 2017 MARANA BLUEGRASS FESTIVAL Desert Bluegrass Association — Scope of Work — 2017 Marana Blue Festival Perform and coordinate pre - Festival planning and Festival management activities to include: • 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, and provide payment for performers • Design and produce 2417 Marana Bluegrass Festival Program, including performance schedule, band bios, and Festival information • Provide 2017 Marana Bluegrass Festival promotion; flyer distribution to regional festivals and bluegrass organizations, media brochures and public service announcement in Tucson, Phoenix, and Flagstaff markets • Design and produce 2017 Marana Bluegrass Festival numbered tickets, posters, flyers, and any other advertising material. • Perform radio spot for KxCI community radio • Maintain Marana Bluegrass Festival website www.maranafestival.com • Coordinate and staff volunteer effort • Collect Festival gate and vendor receipts; pay outstanding Festival accounts • Provide vendors for food and crafts. A vendor list will provided to the Town of Marana • Provide cash payment for Friday flatpick contest • Provide volunteers to assist in stage sound setup • Provide volunteers for festival operations for three day festival and to include set up and tear -down • Provide manpower for RV parking and placement • Provide manpower for Workshops at Community Center • Provide accounting of ticket sales, attendance, and post attendance reviews in a format approved by the Town • Provide signage for entrance to festival 00049241.DOCX /1 EXHIBIT B to AGREEMENT BETWEEN TOWN OF MARANA AND DESERT BLUEGRASS ASSOCIATION 2017 MARANA BLUEGRASS FESTIVAL Release and Indemnification Agreement. In consideration of the acceptance of my Vendor Application for the Marana Bluegrass Festival to be held April 28 -30, 2017, I do hereby, for myself, my child /ren, my heirs, executors and assigns, release the Town of Marana (Town) and Desert Bluegrass Association (DBA), and their respective agents, officials and employees from liability for any harm, injury, or damage, which I, or my minor child /ren, may suffer while participating in the above - described event. This includes all risks that are connected with the event whether foreseen or unforeseen. Additionally, I agree to defend, save, hold harmless, and indemnify the Town and DBA, and their respective 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, liabilities, damages, and other claims and demands of whatsoever nature or kind, in lave or in equity, in tort or in contract, or otherwise caused by or resulting from my errors, omissions, or negligent or intentional acts in connection with the above - described event. I am of lawful age and legally competent to execute this Agreement. I understand the terms of this Agreement and have agreed to its terms as my own free act. If I am acting on behalf of an organization, I certify that I am the agent of the organization, I am acting on the organization's behalf, and I am duly authorized to execute this Release and Indemnification Agreement on the organization's behalf. By signing below, I acknowledge that I have read and agree to abide by all the terms, conditions, rules and regulations outlined in the Vendor Application Form and that I have read and understand the terms of this Release and Indemnification Agreement and agree that I shall be bound by its terms and conditions. S ignature Printed Name Date 00049240, DOCX /1 Cash Contribution 10x20 Canopies Rental event EXHIBIT C Tables event 20 $10.00 $200.00 Town of Marana In -Kind Support Cash Assistance to 2017 Marana Bluegrass Festival Resource Unit Unit Quantity Unit Cost Total In -Kind Contribution Event area 1 ea /day 3 $200.00 $600.00 Ball field 5 ea /day 15 $95.00 $1,425.00 Ramada 3 ea /day 9 $160.00 $1,440.00 Ramada large 1 ea /day 3 $192.00 $576.00 10X10 TOM Canopies 3 ea /day 9 $125.00 $1,125.00 Community Center hour 12 $50.00 $600.00 Fencing for Festival Per 100 Foot 9 $29.00 $261.00 Bonfire Wood 1 cord of wood 1 $225.00 $225.00 Mobile stage event 1 $400.00 $400.00 Labor for stage hour 36 $30.00 $1,080.00 Event Set -up hour 48 $30.00 $1, Event custodial hour 28 $30.00 $840.00 Event Tear -down hour 24 $30.00 $720.00 Traffic Control Plan and Devices $1,615.00 Administrative Support hour 30 $40.00 $1,200.00 Total In -Kind Contribution $13.,547.00 Cash Contribution 10x20 Canopies Rental event 4 $155.00 $620.00 Tables event 20 $10.00 $200.00 Chairs event 100 $1.00 $100.00 Portable Restrooms event $1,162.02 Total Cash Contribution $2,082.02 Grand Total $15,629.02