HomeMy WebLinkAboutPK15-318 - Original - Entertainment Events, Inc. - Spotlight Series: Sister's Easter Catechism - 04/01/2016 i-
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Document
CONTRACT COVER SHEET
This is to be completed by the Contract Manager prior to submission
to City Clerks Office. All portions are to be completed.
If you have questions, please contact City Clerk's Office.
Vendor Name: Entertainment Events Inc.
Vendor Number: 205068
JD Edwards Number
Contract Number: P PVJ
This is assigned by City Clerk's Office
Project Name: 2015-2016 Spotlight Series
Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment X Contract
❑ Other:
Contract Effective Date: 03/10/15 Termination Date 04/02/16
Contract Renewal Notice (Days): 90
Number of days required notice for termination or renewal or amendment
Contract Manager: Ronda Billerbeck Department: Parks
Contract Amount: $3,000.00.
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Approval Authority: (CIRCLE ONE) Department Directorl Mayor City Council
Detail: (i.e. address, location, parcel number, tax id, etc.):
Sister's Easter Catechism - Kentwood PAC
As of: 08/27/14
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CONTRACTOR SERVICES AGREEMENT
between the City of Kent and
Entertainment Events, Inc.
THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the
"City"), and Entertainment Events, Inc. located and doing business at 4407-11 Park Avenue,2nd Floor, Union City, NJ
07087(hereinafter the"Contractor").
I. DESCRIPTION OF WORK.
Contractor shall perform the following services for the City:
Description: Contractor will provide one public performance of"Sister's Easter Catechism" as part of the Kent Arts
Commission's"Spotlight Series."
Start Time/Duration/Stop Time: 7:30 p.m./approximately 2 hours including 15-20 minute intermission/approximately
9:30 p.m.
Day, Date,Year: Friday,April 1, 2016
Event Location: Kentwood High School Performing Arts Center, 25800 1641h Ave. SE, Covington,WA 98042
Merchandising: Contractor shall have the sole and exclusive right, but not obligation, to sell souvenir posters, programs,
CDs, DVDs and other merchandise directly pertaining to and/or bearing the likeness of the Contractor at the performance.
City will retain 15%of the receipts when Contractor provides sales staff and 20% of the receipts when City provides sales
staff.
Lodging: City will provide hotel accommodations(2 rooms)for Contractor for the night of Friday,April 1, 2016.
Travel: City will cover the costs of airfare and ground transportation (one car rental)for two(2). These costs will be split
with any other presenter participants on this block. City will cover costs up to$500.
Shipping:.City will provide props shipping for up to$300.
Billing: "Sister's Easter Catechism."Contractor to receive 100% sole headline billing in all advertising, with exception of
season brochure.
Sponsorship: City reserves the right to obtain corporate sponsor(s)for Contractor's performance.
Exclusivity: Contractor shall not appear in general Seattle/Puget Sound market, including King, Pierce, Snohomish and
Kitsap Counties, within two-months before or after April 1,2016. with the exception of venues previously discussed and
mutually agreed upon.
House seats: City will hold ten(10)complimentary house seats for Contractor,to be released 24 hours prior to curtain if
not notified by Artist.
Contractor further represents that the services furnished under this Agreement will be performed in accordance
with generally accepted professional practices in effect at the time those services are performed.
IL COMPENSATION. The City shall pay Contractor a guarantee of $3,000 for the work to be performed
under this Agreement. The City shall also pay Contractor a Royalty of ten percent (10%) of NAGBOR and fifty percent
(50%) of the performance "overage," which will be computed after approved local expenses and box office deductions.
Payment will be made by City of Kent check to Entertainment Events, Inc. upon satisfactory completion of all services and
requirements specified In this Agreement. The payment shall be due within 10 business days after the completion of the
performance.
III. PRESS MATERIALS. Contractor agrees to provide to the City where appropriate, at his or her own
expense, complete press materials, including hard copy or high resolution electronic photographs, biographic
descriptions, and program materials, not less than six (6) weeks prior to the initial event date for the City's use in
promoting the event. All publicity and promotional materials regarding the event released to the media or public by the
Contractor shall credit the City of Kent for its support of the event or project.
IV. PERFORMANCE SPACE. The City agrees to furnish, at its sale cost and expense; a place of
performance on the date(s) and at the time(s) contained in Section I. The City shall also provide ushers, a house
manager, and,box office staff and any additional services and personnel as required by the City, for the efficient operation
of the engagement. Other arrangements will be the responsibility of the City and Contractor as follows below:
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CONTRACTOR SERVICES AGREEMENT-1
(Under$10,000—Sole Performer)
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Venue: City will provide proscenium theater: Kentwood High School Performing Arts Center
Sound: City will provide sound system according to Contractor's technical rider.*
Lights: City will provide lighting according to Contractor's technical rider.*
Dressing Rooms: City will provide dressing room facilities according to Contractor's rider.*
Technical Staff: City will provide sound and lighting technicians, and theater manager familiar with facility.
Contractor will provide any other technical staff, Including a road manager or technical director,
necessary for the performance.
V. INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor-Employer
Relationship will be created by this Agreement. By their execution of this Agreement, and in accordance with Ch. 61.08
RCW, the parties make the following representations:
A. The Contractor has the ability to control and direct the performance and details of its work, the
City being interested only In the results obtained under this Agreement.
B. The Contractor maintains and pays for its own place of business from which Contractor's services
under this Agreement will be performed.
C. The Contractor has an established and independent business that is eligible for a business
deduction for federal income tax purposes that existed before the City retained Contractor's
services, or the Contractor is engaged in an independently established trade, occupation,
profession, or business of the same nature as that involved under this Agreement.
D. The Contractor is responsible for filing as they become due all necessary tax documents with j
appropriate federal and state agencies, including the Internal Revenue Service and the state
Department of Revenue.
E. The Contractor has registered Its business and established an account with the state Department
of Revenue and other state agencies as may be required by Contractor's business, and has
obtained a Unified Business Identifier(UBI) number from the State of Washington.
F. The Contractor maintains a set of books dedicated to the expenses and earnings of its business.
The parties intend that an Independent Contractor-Employer Relationship will be created by this Agreement and that the
Contractor has the ability to control and direct the performance and details of Its work; the City being interested primarily
only in the results obtained.under this Agreement and compliance with its terms and conditions.
VI. WORK PERFORMED AT CONTRACTOR'S RISK. Contractor shall be responsible for the safety of its
employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary
for that purpose.
VII. INDEMNIFICATION. Contractor shall defend, indemnify and hold the City, its officers, officials,
employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal
costs and attorney fees, arising out of or in connection with the Contractor's performance of this Agreement, except for
that portion of the injuries and damages caused by the City's negligence, including assertions that the use or transfer of
any software, book, document, report, film, tape or sound reproduction delivered in accordance with this Agreement
constitutes an infringement of any copyright, patent trademark, trade name, or otherwise results In unfair trade practices.
The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of
these covenants of indemnification.
The provisions of this section shall survive the expiration or termination of this Agreement.
Vill. INSURANCE. The Contractor shall procure and maintain for the duration of the Agreement, Insurance of
the types and in the amounts described In Exhibit A attached and incorporated by this reference,
IX. TERMINATION AND BREACH. Either party may terminate this Agreement, with or without cause, upon
providing the other party ninety (90) days written notice at its address set forth on the signature block of this Agreement.
All costs incurred by the-City due to Contractor's failure to comply with the terms and conditions of this Agreement shall be
the responsibility of the Contractor. The City may deduct its costs from any payments due to the Contractor or pro-rate
the Agreement amount based upon the actual time of Contractor's performance compared to the contracted performance
schedule.
X. IMPOSSIBILITY OF PERFORMANCE. Indoor performances may be dependent upon a facility which the
City may or may not have control over. Outdoor performances are considered "rain or shine." In the event that extreme
CONTRACTOR SERVICES AGREEMENT-2
(Under$10,000—Sole Performer)
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inclement weather renders and outdoor performance impossible, or an indoor facility unexpectedly becomes unavailable i
the city will attempt to arrange an alternate performance space and Artist will employ its best efforts to provide the
contract work in that alternate performance space. Neither party shall be under liability for failure to perform in the event
that such failure is caused by or due to acts or regulations of public authorities, civil tumult, strike, epidemic or any other
cause beyond the control of either party. In the event of failure to perform as provided in this section, neither party shall be
liable for the balance of the Agreement.
XI. MISCELLANEOUS PROVISIONS.
A. Discrimination. In the performance of work under this Agreement or any sub-contract, the Contractor
shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory,
mental, or physical disability, discriminate against any person.
B. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its Contractors to
use recycled and recyclable products whenever practicable. A price preference may be available for any designated
recycled product.
C. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants
and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more
instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the
same shall be and remain in full force and effect.
D. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim
arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim,
shall only be by filing suit exclusively under the venue, rules and Jurisdiction of the King County Superior Court, King
County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or
lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and
attorney's fees incurred in defending or bringing such claim or lawsuit, in addition to any other recovery or award provided
by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to Indemnification under
Section VII of this Agreement.
E. Written Notice. All communications regarding this Agreement shall be sent to the parties at the
addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder
shall become effective three (3) buslness days after the date of mailing by registered or certified mail, and shall be
deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may
be hereafter specified In writing.
F. Assignment. Any assignment of this Agreement by either party without the written consent of the non-
assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement
shall continue in full force and effect and no further assignment shall be made without additional written consent.
G. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be
binding unless in writing and signed by a duly authorized representative of the City and Contractor.
of this Agreement, to revisions and terms g ether with any Exhibits 9
H. Entire Agreement. The written p
attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such
statements shall not be effective or be construed as entering Into or forming a part of or altering in any manner this
Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in
any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement
shall prevail.
I. Compliance with Laws. The Contractor agrees to comply with all federal, state, and municipal laws, rules,
and regulations that are now effective or in the future become applicable to Contractor's business, equipment, and.
personnel engaged in operations covered by this Agreement or arising out of the performance of this Agreement.
J. City Business License Required. Prior to commencing the tasks described in Section I, Contractor agrees
to provide proof of a current city of Kent business license pursuant to Chapter 5.01 of the Kent City Code.
K. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall
constitute an original, and all of which will together constitute this one Agreement.
IN WITNESS,the parties elow execute this Agreement,which shall become effective on the last date
entered below. fg /'.
CONTRACTOR: Z f CITY OF KENT:
f
CONTRACTOfSERVICES AGREEMENT-3
(Under$10,000—sole Performer)
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By: By.
�. (sr nature), f gna re)
Pr' t Name: Tr,"a��A 1. .�' + Print Name: Lori He an
Its C t-u Its: Superintendent Recreation and Community Services
(title)
DATE: 3. 3f5� i� DATE: q—
NOTICES TO BE SENT TO: NOTICES TO BE SENT TO:
CONTRACTOR: CITY OF KENT:
Entertainment Events, Inc _ Ronda Billerbeck, Cultural Programs Manager
4407 Park Ave _ City of Kent
2nd Floor _ 220 Fourth Avenue South
i<ant, WA 98032
Union City, NJ 07087
old 00 (253) 856-5050(telephone) j
(253) 856-6050(facsimile)
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EXHIBIT A
INSURANCE& INDEMNITY REQUIREMENTS
CONTRACTOR SERVICES AGREEMENT-4
(Under$10,000—Sole Performer)
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No Insurance is required for this Contract.
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CONTRACTOR SERVICES AGREEMENT-5
(Under$10,000—Sole Performer)
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FROM: Entertainment Events, Inc. ("EEI')
4407-11 Park Ave 2nd Floor Union City, NJ 07087
TO THE FOLLOWING ENTITY(the"Presenter"):
Kentwood HS PAC
25800 16°1 Ave SE Covington,WA 98042
ATTN: Ronda Billerbeck
DATE: March 25, 2015
VENUE: Kentwood HS PAC
SHOW DATE:April 1, 2016
RE: Presenter's offer to present Sister's Easter Catechism (the"Show")
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Dear Ronda: '..
We are writing to confirm EEI's offer to license Presenter to present our production of the above-named Show at the
Kentwood HS PAC in Covington, WA (the "Engagement') on the material terms summarized below. PLEASE NOTE
that Presenter will be deemed to have accepted this offer, creating a LEGAL BINDING AGREEMENT between it and
Producer, upon taking any of the following actions: (a) countersigning this instrument and returning a copy of it to EEI;
(b)engaging in any advertising,marketing or promotion of the Engagement;or(c)selling any tickets for the Engagement.
Presenter's acceptance of this offer is NON-CANCELABLE.
r. 1 performances for the d e~'afi pril i,2oi6
v it -s �`VVen—t
2. ran a3asrextt I of a weeliy guarantee of$3,000.00,due no later than Noon(your local time).on the
day of the re performance of each playing week(equaling a total guarantee for the Engagement of$3,000.00.No such
guarantee payment is refundable (in whole or part) for any reason. No guarantee payment is subject to reduction,
withholding or other adjustment by Presenter,regardless of its box office or other receipts derived from ticket sales for the
Engagement,No payments due to EEI from Presenter will be subject to offset or counterclaim for any reason.
3. OR!',Weeklyw wire transfer payment _�Ief-a•Rvyal yt`-'moo Zro)%of each week's Net Adjusted Gross Box Office Receipts
("NAGBOR',wluchwrl'1�} catn�utedin Producer's custon�a_rymanner_ LC � m of a,`- c0ge.,Q.as WyI !?� fps
1Derfm-f�iiGtl ce�"o lilZp 1nrc1f.
4. Weekly-payment to EEI of(5o)% of each individual peCC•formance's "Overage , which v 11 e computed(a) after
approved local expenses and box office deductions and(b)otherwise as EEI will specify.
5. Presenter at its cost will provide(a)round-trip coach airfare for each of EEI's actor and representative,(b)one 3-
star(or better)hotel room(which will include any parking fee's and internet fees),and one rental car,for the actor's use
for the duration of the Engagement, and (c) one 3-star (or better) hotel room for the representative's use for the first
performance of the Engagement.Presenter at its cost will engage a local stage/company manager for the duration of the
Engagement.EEI's representative will train that person during the Engagement's first performance. Presenter shall also
provide roundtrip props shipping($300.00).
6. Upon its acceptance hereof,Presenter will receive solely a non-exclusive,non-sublicensable license to present the
Show as specified herein. EEI will be credited as the sole producer of the Engagement and, as producer,will have sole
creative control in respect of the Show, EEI will supply, and Presenter will strictly comply with, a Technical Rider
governing Presenter's presentation of the Show.
7. All presenters must print EEIs advertising flyer for distribution at each performance, the flyer will be sent after
signed memo is received.
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Presenter Agr(Short)-LNC-Dec.2006
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8. EEI must approve in writing all ticket prices before the on-sale date for the tickets in question.The Engagement's
advertising materials,publicity campaign,gross box office potential,performance schedule, permitted local expenses and
permitted box office deductions (discounts,taxes,fees, etc.) are also subject to EEI's prior written approval. Presenter's
minimum ticket pr,e must be at lea t 5� before any taxes or fees. Producer must approve any lower ticket price than
9. All ticket sales for the engagement are final. No refunds may be issued without EEI's expressed written
permission.
io. No change of any kind made by Presenter to this instrument will be binding upon EEI unless it shall be
subsequently set forth in the Longform Agreement.
ii. Presenter shall allocate 15%of gross potential for advertising and marketing,at Presenters own expense. This can
include fees for marketing and public relation consulting,
12. Presenter shall provide programs for each performance of the engagement for the entire audience. BET will
provide program copy to Presenter,
13, Upon Presenter's acceptance of the foregoing terms in any way contemplated in the first paragraph above, this
instrument will become a valid and binding agreement between Presenter and EEI, which agreement will be
interpreted and governed by the laws of the State of New York pertaining to agreements made and to be wholly
performed therein. In that event: (a) EEI and Presenter promptly thereafter can enter into a more detailed
agreement consistent with the terms and conditions herein and containing such other provisions as are customary
for agreements of this nature(b)the prevailing party in any action or proceeding brought in connection with this
agreement will be entitled to recover its expenses and reasonable attorneys' fees from the other party; (c) the
federal and state courts located in New York County,New York, will have exclusive jurisdiction over any claim,
dispute,demand,lawsuit or legal action or cause of action arising out of or relating to this agreement,or instituted
hereunder, or based upon any document subsequently delivered pursuant hereto; and (d) each party hereto
consents to the exclusive jurisdiction of those courts and irrevocably waives any objection to the venue, or to the
inconvenience of the forum,of those courts.
Please sign below to indicate acceptance of the above terms and conditions and then return this signed instrument to our
office via mail (to.the address shown above) or facsimile transmission (to 212-947-7709) to the attention of the
undersigned.
I thank you for your business. If I can be of service,please call me immediately.EEI looks forward to working with you on
this Engagement.
Sincerely,
Tim Flaherty
Entertainment Events,Inc,
ACCEPTED AND AGREED TO AS OF
THE DATE FIRST WRITTEN ABOVE:
Print Full Legal Name of the Presenter:
Executed on Presenter's Behalf by /
(Signature) i
Print Name of Person Signing Above: P�1, ct I'�1 It I�FrP
Paint 15t1e of Person Signing Above;
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Presenter Agr(Short)-LNC-Dec.2006