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HomeMy WebLinkAboutPK18-367 - Original - Letters Aloud LLC - 2018-2019 Spotlight Series - 05/08/2018 'NT Records Management Document CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to the City Clerk's Office. All portions are to be completed. If you have questions, please contact the City Clerk's Office at 253-856-5725. ❑ Blue/Motion Sheet Attached ❑ Pink Sheet Attached Vendor Name: Letters Aloud/Jamie Herlich Vendor Number (JDE): 1770527 Contract Number (City Clerk): Category: Contract A rq ee__ment Sub-Category (if applicable) C wog an item, , Project Name: 2018-2019 SDotliaht Series Contract Execution Date: 5/18/18 Termination Date: 2/16/19 Contract Manager: Calleen Bidman Department: Parks Contract Amount: $3,500.00 Approval Authority: ® Director ❑ Mayor ❑ city Council Other Details: One nerform,ance Fridav,. February 15 .2019. N T W a9 ry,MV iox CONTRACTOR SERVICES AGREEMENT between the City of Kent and I.eftare Aloud LLC/Jamle Harlich THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the- "City"), and Letters Aloud/Jamie Herlich located and doing business at 716 N. 117'h St., Seattle, WA 98133, 206-910- 0261 (hereinafter the"Contractor"). I. DESCRIPTION OF WORK. Contractor shall perform the following services for the City: Description: Contractor will present one public performance as part of the Kent Arts Commission's Spotlight Series. Start Time/DurationlStop Time: 7:30 p.m./2 hours including one 15 minute intermission/approx. 9:30 p.m. Day, Date,Year: Friday, February 15, 2019 Event Location: Kent-Meridian High School Performing Arts Center, 10020 SE 2561h St., Kent, WA 98030 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: N/A Ground Transportation: NIA Hospitality: City will provide hospitality as specified In the attached rider." Billing: Letters Aloud: Love Me or Leave Me. 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 at venues within 50 miles of Kent, within 60 days before or after February 15, 2019, with the exception of venues previously discussed and mutually agreed upon. House seats: City will hold six(6)complimentary house seats for Contractor, to be released 24 hours prior to curtain if not notified by Artist. "Ail as more specifically described in the attached Exhibit 6 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. if. COMPENSATION. The City shall pay Contractor the total sum of$3,500.00 for the work to be performed under this Agreement, upon satisfactory completion of all services and requirements specified In this Agreement. Contractor will be paid, by City of Kent check,on the day of the performance, III. PRESS MATERIALS. Contractor agrees to provide to the City where appropriate, at his or her own expense, complete press materials, including hard copy or high resolution electronic photographs, biographic descriptions, and program materials for the City's use In promoting the event. All publicity and promotional materials regarding the event released to the media or public by the Contractor shall credit the City of Kent for its support of the event or project. IV. PERFORMANCE SPACE, The City agrees to furnish, of Its sole cost and expense, a place of performance on the date(s) and at the time(s) contained in Section I. The City shall also provide ushers, a house manager, and box office staff and any additional services and personnel as required by the City,for the efficient operation of the engagement. Other arrangements will be the responsibility of the City and Contractor as follows below: CONTRACTOR SERVICES AGREEMENT - 1 (Under$f 0,000—Sole Performer) Venue: City will provide proscenium theater: Kent-Meridian 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, "All as more specificallydescribed in the attached Exhibit B 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. 51,08 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 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. Vlll. 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. CONTRACTOR SERVICES AGREEMENT-2 (Under$10,000-Sale PerfnrmerJ 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 Inclement weather renders and outdoor performance Impossible, or an indoor facility unexpectedly becomes unavailable, 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. Dtscrlminattan. 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. BecygjgbLe I�'j�tex Is. 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. Cron-Walvor 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 affect. 0 D. ffi!snVullan 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 Indemnlflcation under Section VI 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) business 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 Vold. 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. H. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits 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. Co fplidnoo 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 Buslnass License Re a red 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. Counteroarts. 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. CONTRACTOR SERVICES AGREEMENT-3 (Under$10,000—Safe Performer) i IN WITNESS,the parties below execute this Agreement,which shall become effective on the last date entered below. CONTRACTOR: CITY OF KENT: y W aale ( neiemj Print Nor e: r c Print Name; o Its - Its: Suint,Parks RC:cnm, a &Cultural Services DATE:. *1 /1 z,(tYYte) DATE- ) NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CONTRACTOR: � �{ CITY OF KENT; (J r � 4 "' "`� Ronda Billerbeck, Cultural Programs Manager 1 City of Kent 220 Fourth Avenue South Kent,WA 98032 D '� (totephon©} (facsimile) (253) 856-5050 (telephone) (253) 856-6050(facsimile) P;cnlHurcn,iwunpxmmmn,.'lkmncp FlWIIEICamr kduaium,ertmuvemsn wn 1 CONTRACTOR SERVICES AGREEMENT-4 (Under$7),000-sofa Performer) i EXHIBIT A INSURANCE&INDEMNITY REQUIREMENTS No Insurance is required for this Contract. CONTRACTOR SERVICES AGREEMENT-5 (Under$40,000—Sole Performer) -D 1 titter i Aloud LETTERS ALOUD 2016-17 TECH RIDER COMPANY • 3 Performers,)Musician, 1 Stage Manager.(Total 5 persons,unless otherwise specified by Company.) '.. RUNNINGTIMB • Roughly 2-hours with one 10-15 minute intermission. • Company will be happy to remain for a 15 minute Q&A session after the show,at venue's request. ACCESS • Letters Aloud's Tour Manager will contact the venue in advance of the engagement to confirm the company's arrival time and technical requirements,as well as answer any questions the venue has. • A minimum total of 2 persons for set up.Breakdown of the 2 persons is as follows: 1. Lights&Projection 2, Sound • Stage area and dressing rooms need to be cleared to allow the company to setup immediately upon arrival. • Stage should be swept and mopped just prior to the company's arrival. • Set up: 2.5 hours plus%,hour house. • Strike:up to 1 hour, PHYSICAL RI OUdREMENTS Minlmum dimensions of stage 30'wide x 30'deep x 14'high.These dimensions refer to an unimpeded space,free of hanging lights,electrical wires or heating ducts,etc. • 4 Music Stands. • 4 matching stools, no higher than 36". • 4 Microphones and 4 Mic stands. • One Video Projectorthat can project a PowerPoint presentation via a Mac laptop(along with compatible connectors). • One Video Screen or Syke,preferably rear projection. • House masking to be provided by venue:legs,travelers, and borders,preferably black with no more than a 24'proscenium opening, Pipe and drape will also be acceptable. Please have hung prior to the company's arrival.Stage Manager will confirm masking specifications prior to engagement date. •. Two(2)dressing rooms for 4-6 people:the rooms should have mirrors,chairs,tables and lights. They should be clean,well lit, lockable and readyfor the company upon arrival up to 2 hours after the performance. • Toilets and sinks with paper towels and soap must be in close proximity. • Please send your theatre's specs to Lq_ttg YsalotadtltesltawCaema4(cqt LIGHTING • The lighting should be minimal and warm. • Each of the 4 performers(1 host,stage right;2 actors,center stage right and center stage left; and 1 musician;stage left)should be adequately lit throughout. • In a perfect world,we would like the lights to fade in and out on each speaker(depending on who is speaking,of course)but this is not a necessity. • As the host and actors will be reading from fixed,stationary music stands,there will need to be enough light from the back so that the text can easily be seen.(Music stand clip lights also work well.) • Stage Set Up: p Ro54��+r $e00I�tYRe nJp„Q1� tl•� A,d AKA' MARKETING • All publicity(show descriptions for marketing materials, photos,video footage, programs&bias) for a Letters Aloud show must align with the Information provided by by Letters Aloud via our Press Kit. Please send a request via email to letters<iloudtheshow2t mall.com i e &CCOMmMODATION • 5 hotel rooms with at least onecieize bed.3•star quality etter within f • 15 mile radius of venue.Preferred hotels include: o Fairfield Inn(o' ,sny other Marriott branch) o Holiday In Express o Comfo,rrk9nn o Ca idlewoodSultes MEALS MEALS • In situations where the Presenter has agreed to provide Letters Aloud with a meal (which we sure do appreciate),please no pizza or fast food(KFC,McDonalds,etc.). • When catering is provided for the group,please ensure that one(1)beef-free meal Is available. Meals for 5-6 people will be required In total.(Stage Manager will confirm the number of people prior to arrival.) • Dressing rooms should be provided with: o Coffee&tea. o Six 1-Iltre bottles of filtered(non-carbonated)water to be used on stage during show. i i [ �[�� �� Y l.�:w �y �_._ __. � _� �� T::J _�_..M . `� � w=�a:.. _� ��:=w.l m _ � �. .. , ft . ,, r s Letters Aloud pr...w letters read 1. pablie The parties hereto hereby acknowledge that the following additional terms and conditions are incorporated in and make a part of the Agreement between the parties hereto. The content and nature of the performance shall be entirely at the discretion of the ARTIST. No performance of the engagement shall be recorded,reproduced or transmitted from the place of performance,In any manner,or by any means whatsoever,in the absence of a specific written agreement with the ARTIST relating to and permitting such recording,reproducing ortransmission. ARTIST shall have the exclusive right to sell souvenir programs,photographs,recordings and any and all types of merchandise including,but not itmited to,articles of clothing(I.e.,T-shirts,hats,etc.) Posters,stickers,etc. ARTIST'S name or likeness may not be used as an endorsement of any product or service nor in connection with any commercial tie-up without ARTIST'S prior written consent. In the event PRESENTER refuses or neglects to provide any of the material items or to perform any of Its obligations herein stated,and/or falls to make any of the payments as provided herein,ARTIST shall have the right to refuse to perform this contract,shall retain any amounts theretofore paid to ARTIST by PRESENTER, and PRESENTER shall remain liable to ARTIST for the agreed price herein set forth.In addition,If,on or before the date of any scheduled performance, PRESENTER has failed,neglected,or refused to perform any contract with any other performer for any other engagement,or if the financial standing or credit of PRESENTER fails or refuses to make such payment forthwith,ARTIST shall have the right to cancel this engagement by notice to PRESENTER to that effect,and to retain any amounts theretofore paid to ARTIST by PRESENTER and PRESENTER shall remain liable to ARTIST for the agreed price herein set forth. In the event of sickness or of accident to ARTIST,or If a performance is prevented,rendered impossible or infeasible by any act or regulation of any public authority or bureau,civil tumult,strike,epidemic,interruption or delay of transportation services,war conditions,or emergencies or any other similar or dissimilar cause beyond the control of PRESENTER,it is understood and agreed that there shall be no claim for damages by PRESENTER and ARTIST'S obligations as to such performances shall be deemed waived. In the event of such non-performance for any of the reasons stated In this paragraph,if ARTIST Is ready,willing and able to perform, PRESENTER shall pay the full compensation hereunder,otherwise,the monies(if any)advanced to ARTIST hereunder,shall be returned less expenses already reasonably incurred up to the amount of the deposit. ARTIST shall have the sole and exclusive control over the production, presentation and performance of the engagement hereunder including but not limited to the details,means and methods of the performances of the performing artists hereunder,and ARTIST shall have the sole right or may see fit to designate and change at anytime the performing personnel.Provided ARTIST is ready willing and able to perform at stated date and time,ARTIST'S obligations hereunder are subject to detention or prevention by sickness,Inability to perform,accident, means of transportation,Acts of God,riots,strikes,labor difficulties,epidemics,any act or order of any public authority or any other cause,similar or dissimilar beyond ARTIST'S control. Inclement weather rendering performance Impossible,infeasible or unsafe shall not be deemed a force majeure event and payment of the agreed upon compensation shall be made notwithstanding.If PRESENTER and ARTIST disagree as to whether rendition of performance(s)Is Impossible,not feasible or unsafe because of inclement weather,ARTIST'S determination as to performance shall prevail, Unless stipulated to the contrary In writing, PRESENTER agrees that ARTIST may cancel the engagement hereunder without liability by giving the PRESENTER notice thereof at least thirty(30)days prior to the performance date. I tlals Date Letters Aloud Orliate le Ll0na rextl Iu DU blue ARTISTshall also have the right to terminate this agreement without liability In the event PRESENTER fails to sign and return this Contract within 15 days. It is agreed that PRESENTER signs this contract as an independent contractor and not as an employee.This contract shall not, In any way be construed so as to create a partnership,or any kind of joint undertaking or venture between the parties hereto, nor make ARTIST liable In whole or in part for any obligation that may be incurred by PRESENTER In PRESENTER'S carrying out any of the provisions hereof or otherwise. In the event of any inconsistency between the content of this contract and of any riders,addenda,exhibits or any other attachments hereto,the parties agree that the provisions most favorable to ARTIST shall control. PRESENTER hereby Indemnifies and holds ARTIST,as well as their respective agents,representatives,principals, employees,officers and directors,harmless from and against any lass,damage or expense,including reasonable attorney's fees,incurred or suffered by or threatened against ARTIST or any of the foregoing in connection with or as a result of any claim for personal injury or property damage or otherwise brought by or on behalf of any third party person,firm or corporation as a result of or in connection with the engagement,which claim does not result from the active and willful negligence of the ARTIST. PRESENTER shall be held liable forany loss or damage of ARTIST'S equipment,vehicles,or personal property due to PRESENTER negligence including but not limited to vandalism,fire,riot,fight or any acts of nature while said equipment,vehicles or personal property is contained In the place of engagement. In no event shall ARTIST be held liable for any expense incurred by PRESENTER in connection with ARTIST's performance,nor shall ARTIST be entitled to any portion of proceeds from PRESENTER'S related business activities, including, but not limited to payments to PRESENTER by third party such as a corporate sponsor. Any claim or dispute arising out of or relating to this Agreement or the breach thereof shall be settled by arbitration In The State of Washington in accordance with the rules and regulations then obtaining of the American Arbitration Association governing panels.The parties hereto agree to be bound by the award of such arbitration and judgment upon the award rendered by the arbitrators may be entered In any court having jurisdiction thereof. Nothing In this agreement shall require the commission of any act contrary to law or to any rules or regulations of any union,guild or similar body having jurisdiction over the servlces and personnel to be furnished by the PRESENTER to ARTIST hereunder,If there Is any conflict between any provision of this Agreement and any law,rule or regulation, such law, rule or regulation shall prevail and this Agreement shall be curtailed, modified, limited only to the extent necessary to eliminate such conflict.ARTIST agrees to comply with hall regulations and requirements of any union(s) that may have jurisdictlon over any of the said materials,facilities and personnel to be furnished by PRESENTER. This contract(a)cannot be assigned or transferred without the written consent of PRESENTER,(b)contains the sole and complete understanding of the parties hereto and(c)may not be amended,supplemented,varied or discharged, except by an instrument in writing signed by both parties.The validity,construction and effect of this contract shall be governed by the laws of the State of Tennessee,regardless of the place or performance.THE PERSON EXECUTING THIS AGREEMENT ON PRESENTER'S BEHALF WARRANTS HIS/HER AUTHORITY TO00 S0,AND SUCH PERSON HEREBY PERSONALLY ASSUMES LIABILITY FOR THE PAYMENT OF SAID PRICE IN FULL.The terms"PRESENTER"and"ARTIST"as used herein shall include and apply to the singular,the plural and to all genders, sT itials Date