HomeMy WebLinkAboutCAG2022-186 - Original - International Guitar Night - Spotlight Series: Brian Gore International Guitar Night - 02/03/2023ApprovalOriginator:Department:
Date Sent:Date Required:
Authorized to Sign:
Director or Designee
Date of Council Approval:
Grant? Yes No
Type:Review/Signatures/RoutingComments:
Date Routed to the City Clerk’s Office:Agreement InformationVendor Name:Category:
Vendor Number:Sub-Category:
Project Name:
Project Details:
Agreement Amount:
Start Date:
Basis for Selection of Contractor:
Termination Date:
Local Business? Yes No*
Business License Verification: Yes In-Process Exempt (KCC 5.01.045)
If meets requirements per KCC 3.70.100, please complete “Vendor Purchase-Local Exceptions” form on Cityspace.
Notice required prior to disclosure?
Yes No
Contract Number:
Agreement Routing Form
For Approvals, Signatures and Records Management
This form combines & replaces the Request for Mayor’s Signature and Contract Cover
Sheet forms.
Visit Documents.KentWA.gov to obtain copies of all agreementsadccW22373_1_20
Budget Account Number:
Budget? Yes No
Sup/Mgr:
rev. 20210513
FOR CITY OF KENT OFFICIAL USE ONLY
* Memo to Mayor must be attached
Jan Apple
4
Ronda Billerbeck Parks, Recreation & Community Services
02/22/2022 ASAP
N/A
10006222.64190.4310
4
4
N/A
Contract
1442864 Original
02/03/2023
Other
02/03/2023
4
4
4
$7,500.00
05/06/2022
PERFORMANCE AGREEMENT - 1
(between City and Artist, through Artist’s Agent)
PERFORMANCE AGREEMENT
between the City of Kent and
International Guitar Night
THIS PERFORMANCE AGREEMENT is made between the City of Kent, a Washington municipal corporation
(hereinafter the "City"), and International Guitar Night (the “Contractor”), doing business through Herschel Freeman
Agency organized under the laws of the State of Tennessee, located and doing business at 7684 Apahon Lane,
Germantown, TN 38138, (901) 757-4567 (the "Agent").
I. DELEGATED AUTHORITY. Contractor is an artist who has acquired the services of Agent to manage
performance bookings. By signing this Agreement for Contractor, Agent warrants that Contractor has delegated and
assigned authority to Agent to contractually bind Contractor to scheduled performances, including the performance(s)
provided for herein and under the terms of this Agreement. Agent agrees to defend, indemnify, and hold the City harmless
from any and all claims, damages, losses, or suits resulting from any allegation that Agent has exceeded its authority to
enter into this Agreement on Contractor’s behalf.
II. DESCRIPTION OF WORK. Contractor shall perform the following event for the City:
Description: Contractor will present one public performances as part of Kent Arts
Commission’s “Spotlight Series.”
Educational Outreach: Contractor will conduct one (1) educational outreach activity – time, location
TBD.
Start Time/Duration/Stop Time: 7:30 p.m. / approximately 2 hours with 20-minute intermission / 9:30 p.m.
Day, Date, Year: Friday, February 3, 2023
Event Location: Kent-Meridian High School Performing Arts Center, 10020 SE 256th St., Kent,
WA 98030
Lodging: City will provide hotel accommodations (4 King rooms) for Contractor for the
night of Friday, February 3, 2023.
Refreshments: City will provide mutually agreeable hospitality to include snacks, beverages and
a meal prior to the show.
Billing: “International Guitar Night.” Contractor to receive 100% sole headline billing in all
advertising except season brochure.
Sponsorship: City reserves the right to obtain corporate sponsor(s) for Contractor’s
performance.
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.
Exclusivity: Contractor shall not appear in general Seattle/Puget Sound market, including
King, Pierce, Snohomish and Kitsap Counties, within two-months before or after
February 3, 2022, 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.
III. COMPENSATION. The City shall pay Contractor the total sum of $7,500 for the work to be performed
under this Agreement, upon satisfactory completion of all services and requirements specified in this Agreement. An initial
deposit in the amount of $3,750 will be due by the City 60 calendar days prior to the performance date, payable to
International Guitar Night, c/o Brian Gore, and mailed to Herschel Freeman. The balance of $3,750 will be paid to
PERFORMANCE AGREEMENT - 2
(between City and Artist, through Artist’s Agent)
International Guitar Night, c/o Brian Gore, and mailed to Herschel Freeman by the City on the first business day after the
show. However, should restrictions imposed due to the current Coronavirus pandemic require smaller, socially distanced
capacity, the parties agree the compensation due under this Agreement may be reduced upon the mutual agreement by
the Contractor and City, which agreement shall be confirmed in writing, though a formal contract amendment shall not be
necessary.
IV. 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.
V. PERFORMANCE SPACE. The City agrees to furnish, at its sole cost and expense, a place of
performance on the date(s) and at the time(s) contained in Section II. The City shall also provide ushers, 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:
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.*
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.
*As may be more particularly described in any rider that may be attached and incorporated into this Agreement as Exhibit
B (to be updated as necessary closer to the performance date.)
VI. INDEPENDENT CONTRACTOR. 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.
VII. 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.
VIII. 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.
IX. 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.
X. DISCRIMINATION. In the performance of work under this Agreement or any subcontract, the Contractor
and Agent 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.
XI. 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.
XII. 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 Contractor will employ its best efforts to provide the
PERFORMANCE AGREEMENT - 3
(between City and Artist, through Artist’s Agent)
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.
XIII. MISCELLANEOUS PROVISIONS.
A. 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.
B. 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.
C. 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 as
provided for by this Agreement.
D. 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.
E. 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.
F. 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.
G. 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.
H. 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.
I. 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.
PERFORMANCE AGREEMENT - 4
(between City and Artist, through Artist’s Agent)
IN WITNESS, the parties below execute this Agreement, which shall become effective on the last date
entered below.
CONTRACTOR:
By:
Print Name:
Its
DATE:
CITY OF KENT:
By:
Print Name: ___________________
Its: ___________________
DATE:
NOTICES TO BE SENT TO:
CONTRACTOR:
Herschel Freeman
Herschel Freeman Agency
7684 Apahon Lane
Germantown, TN 38138
(901) 757-4567
hfreeman@herschelfreemanagency.com
NOTICES TO BE SENT TO:
CITY OF KENT:
Ronda Billerbeck
City of Kent
220 Fourth Avenue South
Kent, WA 98032
(253) 856-5055
rbillerbeck@kentwa.gov
ATTEST:
______________________________________________
Kent City Clerk
Lori Hogan (Feb 22, 2022 14:04 PST)
Lori Hogan
Recreation and Cultural Services Supt
02/22/2022
Herschel C. Freeman (May 6, 2022 13:31 CDT)
Herschel C. Freeman
2/22/22
Agent
Herschel C. Freeman
EXHIBIT A
INSURANCE & INDEMNITY REQUIREMENTS
No Insurance is required for this Contract.
EXHIBIT B
Signature:
Email:
Melissa McCormick (May 6, 2022 14:53 PDT)
Melissa McCormick
cityclerk@kentwa.gov
IGN_SpotlightSeries_22_23_Contract
Final Audit Report 2022-05-06
Created:2022-02-22
By:Ronda D Billerbeck (rbillerbeck@kentwa.gov)
Status:Signed
Transaction ID:CBJCHBCAABAA8TVArUOi8yfcKnzakMR_5VgG-38SzYzm
"IGN_SpotlightSeries_22_23_Contract" History
Document created by Ronda D Billerbeck (rbillerbeck@kentwa.gov)
2022-02-22 - 9:58:05 PM GMT- IP address: 146.129.252.126
Document emailed to Lori Hogan (lhogan@kentwa.gov) for signature
2022-02-22 - 10:00:25 PM GMT
Email viewed by Lori Hogan (lhogan@kentwa.gov)
2022-02-22 - 10:01:10 PM GMT- IP address: 146.129.252.126
Document e-signed by Lori Hogan (lhogan@kentwa.gov)
Signature Date: 2022-02-22 - 10:04:25 PM GMT - Time Source: server- IP address: 146.129.252.126
Document emailed to Herschel C. Freeman (hfreeman@herschelfreemanagency.com) for signature
2022-02-22 - 10:04:29 PM GMT
Email viewed by Herschel C. Freeman (hfreeman@herschelfreemanagency.com)
2022-02-22 - 10:10:42 PM GMT- IP address: 73.203.203.97
Email viewed by Herschel C. Freeman (hfreeman@herschelfreemanagency.com)
2022-05-06 - 6:30:36 PM GMT- IP address: 73.203.203.97
Document e-signed by Herschel C. Freeman (hfreeman@herschelfreemanagency.com)
Signature Date: 2022-05-06 - 6:31:55 PM GMT - Time Source: server- IP address: 73.203.203.97
Document emailed to Kim Komoto (kkomoto@kentwa.gov) for signature
2022-05-06 - 6:31:57 PM GMT
Email viewed by Kim Komoto (kkomoto@kentwa.gov)
2022-05-06 - 9:25:05 PM GMT- IP address: 146.129.252.126
Document e-signed by Kim Komoto (kkomoto@kentwa.gov)
Signature Date: 2022-05-06 - 9:25:22 PM GMT - Time Source: server- IP address: 146.129.252.126
Document emailed to Melissa McCormick (cityclerk@kentwa.gov) for signature
2022-05-06 - 9:25:24 PM GMT
Email viewed by Melissa McCormick (cityclerk@kentwa.gov)
2022-05-06 - 9:48:01 PM GMT- IP address: 146.129.252.126
Document e-signed by Melissa McCormick (cityclerk@kentwa.gov)
Signature Date: 2022-05-06 - 9:53:58 PM GMT - Time Source: server- IP address: 146.129.252.126
Agreement completed.
2022-05-06 - 9:53:58 PM GMT