HomeMy WebLinkAboutResolution 2019-119 Approving the 2020 Marana Bluegrass Festival AgreementMARANA RESOLUTION NO. 2019-119
RELATING TO PARKS AND RECREATION; APPROVING AND AUTHORIZING THE
MAYOR TO EXECUTE AN AGREEMENT BETWEEN THE TOWN OF MARANA AND
DESERT BLUEGRASS ASSOCIATION REGARDING THE PLANNING,
DEVELOPMENT AND PRESENTATION OF THE 2020 MARANA BLUEGRASS
FESTIVAL
WHEREAS the Town of Marana is dedicated to providing exceptional community
events that create opportunities for citizen engagement as directed by the Community
focus area of the Town's Strategic Plan; and
WHEREAS for the past several years, the Town, in collaboration with several non-
profit 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; and
WHEREAS the Town Council finds that approval of an agreement with DBA
related to the planning, development and presentation of the 2020 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 TOWN 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 2020 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.
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Resolution No. 2019-119 - 1 - 11/22/2019 3:11 PM
PASSED AND ADOPTED by the Mayor and Council of the Town of Marana,
Arizona, this 3rd day of December 2019.
Mayor Ed H nea
ATTEST:
AS IO FORM:
06Q
-l-or,K- Cherry L. awson, Town Clerk Fra Cassi , Tdwn A
MARANA AZ
ESTABLISHED 1977
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Resolution No. 2019-119 - 2 - 11/22/2019 3:11 PM
EXHIBIT A
AGREEMENT BETWEEN THE TOWN OF MARANA AND DESERT
BLUEGRASS ASSOCIATION FOR THE 2020 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 DSA 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. The Town of Marana is dedicated to providing exceptional community events
that create opportunities for citizen engagement as directed by the Community focus
area of the Town's Strategic Plan.
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 enter into an agreement for DBA to plan, develop and
present the 2020 Marana Bluegrass Festival (the "Festival") with support and assistance
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 2020 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.
a. Festival. DBA shall plan, develop and present the 2020 Marana Bluegrass Fes-
tival at Gladden Farms Community Park, 12205 N. Tangerine Farms Road, as set
forth in this paragraph 1(a), and in the Scope of Work, attached hereto and incorpo-
00066420.DOC /2 2020 DBA MARANA BLUEGRASS FESTIVAL AGREEMENT
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rated herein by this reference as Exhibit A. The Festival will be held March 13-15,
2020, during the times mutually agreed upon by the Parties. The Festival will in-
clude performances by bluegrass and acoustic bands and musicians, food and craft
vendors, and other related activities.
i. DBA shall recruit, select, approve and contract with musicians and vendors
for the Festival. The vendors may include food and crafts exhibitors and other
exhibitors consistent with the theme of the Festival and the terms of this Agree-
ment. DBA shall ensure that all Festival vendors possess a current Town of Ma-
nana 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. DBA shall also en-
sure that all mobile food vendors provide evidence that all mobile food units
have passed a fire inspection by a fire department in this state within the preced-
ing 12 months, as required by Marana Town Code Section 9-13-7(A).
ii. DSA shall provide a complete listing of Festival vendors to the Town at
least one week prior to the Festival.
iii. DBA shall ensure that all Festival vendors enter into a release and indem-
nification agreement in the form set forth in Exhibit B, attached hereto and fully
incorporated herein by this reference. DBA shall provide the completed release
and indemnification agreements to the Town with the vendor list required by
subparagraph (ii) above.
iv. All marketing and promotional materials produced by DBA for the Festi-
val must be approved by the Town prior to their use and distribution.
v. DBA shall provide sufficient staffing to present and run the Festival on all
days, including set-up and tear -down.
b. Weekly musical workshops. DBA shall provide weekly musical workshops at
the Marana Community Center from September 2019 through May 2020, on the
dates and times mutually agreed upon by the Parties. The workshops shall be free to
the public. DBA shall request that workshop participants sign -in at each workshop
and will provide a monthly sign -in roster to the Town.
2. Support and assistance to be provided by the Town. The Town shall provide in-kind
support and cash assistance, 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.
d. Provide water to fill water barrels for all tents.
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3. Expenses; admission and other activity fees. Except as provided in paragraph 2
above, DSA 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.
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,
2020. Notwithstanding the foregoing, the indemnification provisions set forth in para-
graph 8 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 DSA.
6. Use of Town logo and seal. The Town grants DBA a limited license to use, at no cost,
the Town's logo in DBA's performance of the services described in this Agreement.
DBA shall not use the Town's logo for any other purpose or use. DBA shall not modify,
revise or alter the Town's logo 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:
Commercial General Liability 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
00066420. DOC /2 2020 DBA MARANA BLUEGRASS FESTIVAL, AGREEMENT
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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.
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 certificate(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 DSA 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.
8. Indemnification. 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 DBA'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
00066420.DOC /2 2020 DBA MARANA BLUEGRASS FESTIVAL AGREEMENT
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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:
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: Dave Polston
4837 W. Snow Leopard Drive
Tucson, As 85742
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.
11. 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.
12. 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.
13. Immigration laws. 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.
14. Israel boycott divestments. If applicable or required, DBA certifies that it is not cur-
rently 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.
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15. 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.
16. 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.
17. Governing law. This Agreement shall be construed in accordance with the laws of
the State of Arizona.
18. 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.
19. 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]
00066420.DOC /2 2020 DBA MARANA BLUEGRASS FESTIVAL AGREEMENT
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IN WITNESS WHEREOF, the Parties have duly executed this instrument below.
The "Town':
TOWN OF MARANA, an Arizona munici-
pal corporation
Ed Hone , Mayor
Date: 12103 I2Ut C'
ATTEST:
) a_ 121-5
aYI-`Town Cler_A�;Date
APPROVED AS TO
,M I
.�A��F` Date
STATE OF P t'zoyl c, )
DESERT BLUEGRASS ASSOCIATION, an
Arizona non-profit corporation
Dave Polston, President/CEO
Date `� L ��
Federal I.D. # W9� o l
SS.
County of Pt,/Vt G- )
The foregoing instrument was acknowledged before me this �� day of
}V OYeM be r , 2019 by Dave Polston, President/CEO of DESERT BLUEGRASS
ASSOCIATION, an Arizona non-profit corporation, on behalf of the corporation.
(Seal) 'Ll
Q. VG�3
Notary Publi
TERI A VASOUEZ
Notary Public, State of Arizona
Pima County
Commission N 555391
My Commission Expires
April 29, 2022
00066420. DOC /2 2020 DBA MARANA BLUEGRASS FESTIVAL AGREEMENT
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LIST OF EXHIBITS
Exhibit A: Desert Bluegrass Association Scope of Work
Exhibit B: Form of Release and Indemnification Agreement
Exhibit C: Spreadsheet: Town In -Kind Support and Cash Assistance
00066420. DOC /2 2020 DBA MARANA BLUEGRASS FESTIVAL AGREEMENT
8
EXHIBIT A
to
AGREEMENT BETWEEN TOWN OF MARANA AND DESERT BLUEGRASS ASSOCIATION
2020 MARANA BLUEGRASS FESTIVAL
Desert Bluegrass Association — Scope of Work — 2020 Marana Bluegrass 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 with headline performers, and provide payment for performers
Design and produce 2020 Marana Bluegrass Festival Program, including performance schedule,
band bios, and Festival information with Town approval
Provide 2020 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 2020 Marana Bluegrass Festival numbered tickets, posters, flyers, and any
other advertising material.
Perform radio spot for KXCI community radio
Maintain Marana Bluegrass Festival website
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 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
0006642 1. DOCX /2
EXHIBIT A
to
AGREEMENT BETWEEN TOWN OF MARANA AND DESERT BLUEGRASS ASSOCIATION
2020 MARANA BLUEGRASS FESTIVAL
Provide accounting of ticket sales, attendance, and post attendance reviews in a format approved
by the Town
Provide signage for entrance to festival
Provide free entrance to Friday show
Provide any lighting required for the event
Provide online advance ticket sales and online camping reservations
Provide rental stage for show stage vendor subject to provision of additional insurance
Provide generator to power event
00066421. DOCX /2
EXHIBIT B
to
AGREEMENT BETWEEN TOWN OF MARANA AND DESERT BLUEGRASS ASSOCIATION
2020 MARANA BLUEGRASS FESTIVAL
Release and Indemnification Aitreement. In consideration of the acceptance of my Vendor
Application for the Marana Bluegrass Festival to be held March 13-15, 2020, 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 law 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.
Signature Printed Name Date
00066423.DOCX /1
EXHIBIT C
Town of Marana
In -Kind Support
to 2020 Marana
Bluegrass
Festival
Resource
Unit
Unit Quantity
Unit Cost
Total
In -Kind Contribution
Special Event Permit
1 ea/day
4
$300.00
$1,200.00
10X10 TOM Canopies
4 ea/day
3
$125.00
$375.00
Fencing for Festival
Per 100 Foot
9
$29.00
$261.00
Event Set-up
hour
48
$21.00
$1,008.00
Event custodial
hour
28
$21.00
$588.00
Event Tear -down
hour
24
$21.00
$504.00
Traffic Control Plan and Devices
Plan and Set Up
$1,615.00
Administrative Support
hour
30
$28.00
$840.00
Total In -Kind Contribution
$6,391.00