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HomeMy WebLinkAbout2004-054 - Agreement with John Ritenour to Provide Entertainment Services at E.H. Young Riverfront Parkr ~ r BILL N0.2004-54 ORDINANCE N0.2004-54 AN ORDINANCE APPROVING THE FORM OF, AND AUTHORIZING THE MAYOR TO COMPLETE AND EXECUTE, AN AGREEMENT BY AND BETWEEN THE CITY OF RIVERSIDE, MISSOURI AND JOHN RITENOUR DB/A ONE SOURCE ENTERTAINMENT GROUP TO PROVIDE ENTERTAINMENT SERVICES AT E.H. YOUNG RIVERFRONT PARK WHEREAS, the City of Riverside, Missouri ("Cit}~') has entered into negotiations with John Ritenour d/b/a One Source Entertainment Group ("Ritenour") to provide services related to arranging, promoting, coordinating and managing entertainment events and activities at E.H. Young Park in the City (the "Services"); and WHEREAS, the City and Ritneour have reached an agreement concerning the provision of and payment for such Services. NOW, THEREFORE, be it ordained by the Board of Aldermen of the City of Riverside, Missouri, as follows: Section 1. The City of Riverside shall enter into an agreement whereby the City shall engage John Ritenour d/b/a One Source Entertainment Group to provide services related to arranging, promoting, coordinating and managing entertainment events and activities at E.H. Young Park in exchange for sum not to exceed Twenty Five Thousand and No/100 Dollars ($25,000.00) plus a certain commission to be earned on the profits generated by such events (the "Agreement"). Section 2. The execution and delivery of the Agreement, in substantially the form attached hereto as Exhibit A, is approved, and the Mayor is authorized to execute the Agreement and to take such other actions reasonably necessary to carry out the intent of this Ordinance on behalf of the City, the execution of the Agreement being conclusive evidence of such approval. Section 3. This Ordinance shall be in full force and effect from and after its passage and approval. Passed this O day of 2004. L2. c~.3 ~ L Mayor A TE C• Clerk •r -~r .•. ~ 4 'I .. n T" ~ ~ 1 II ~II. SERVICES AGREEMENT ~. L/~,' `da of THIS SERVICES AGREEMENT is ent fo ~verside, Missouri, with an address of 2004, by and between The City 29 NW Vivion Road, Riverside, Missouri 64150 the "Cit}~'), and John~our ~K G~ ~,~inn ~n ~•~ Source Entertainment with an address of g ~~~ 6, ~/~„~ (the "Provider"). WITNESSETH: WHEREAS, the City owns and operates a public park commonly known as the E.H. Young Riverfront Park located at 1001 NW Argosy Parkway m Riverside, Missouri (the "Pazk"); and WHEREAS, the City desires to hold or conduct activities, events, shows, gatherings and other entertainment functions at the Pazk (the "Pazk Events") S rtemberzo prt s thereof (he surrounding communities during the months of May through ep "Events Season"); and WHEREAS, Provider is in the business of and has experience in promoting and managing the entertainment events and activities such as the Park Events described above and in this Agreement; and WHEREAS, the City desires to engage Provider to arrange, organize, promote, manage and operate certain Park Events during the Events Season, and Provider, in exchange for the consideration described below, desires to provide such services. NOW, THEREFORE, in consideration of the premises hereof, the consideration described below, and such other promises and terms encompassed herein, the parties hereto do hereby agree as follows: 1. Provision of Services. In exchange for the consideration described in Section 2 below, Provider shall provide entertainment management services (the "Services") related to Park Events, such Services and the related duties to include: (a) Identify and bring to the Pazk the Park Events, such as concerts, fairs and festivals, circuses, flea markets, swap meets, community theater, trade fairs, sport shows, automotive shows, museum exhibitions, arts and crafts shows, food fairs, barbecue cook-offs, horse and livestock shows, 4H functions, outdoor forum rallies and debates. (b) Coordinate and supervise all of the Pazk Events. (c) Negotiate and implement all contracts for all of the Park Events. (d) Conduct and coordinate promotion, marketing and public relations for and of the Park Events through press releases, club presentations, news media coordination and public service announcements. ,~ .r 4 ~ r r ~ 1 D i 7 G (e) Secure and negotiate all Park Events, and maintain related expenses, within a Pazk Events entertainment budget approved by the City. (fl Supervise and sell advertising within the Park to sponsors and advertisers, which duties shall include, but shall not be limited to, selling, collecting, and accounting for advertisements and advertising revenue. (g) Collect all fees, payments, reimbursements, charges and other transfers of money to the City related to the Pazk Eventa, and account for said funds in a manner directed by the City. (h) Coordinate and chair a Park Events committee, with members and participants to be selected by the City, which committee shall review and approve all Park Events if so desired by the City. (i) Meet with the City staff upon request and attend all City meetings to discuss events and activities planned for the Park. Provider shall submit a weekly written report to the City's city administrator and the City's parks board regarding operations and activities of and in the Park. This report shall be subject to the approval and comment of the city administrator, and shall include those items specifically identified thereby. Provider hereby agrees and acknowledges that in the event that any legal issue related to this Agreement and/or Park Events is discussed in a closed session meeting of the City's Board of Aldermen pursuant to Missouri law, and in the event that Provider is present during such closed session discussion, Provider shall not disclose any information or matter discussed therein to any party whatsoever. (i) Handle all disputes with exhibitors, employees, promoters, entertainers, acts and producers related to Park Events. Disputes between the Provider and the City employees and/or the City's Park Board shall be resolved by the City's Boazd of Aldermen. 2. Fees for Services. In exchange for the Services described above and the other obligations and promises contained herein, the City shall pay to Provider the following amounts: (a) A payment of Twenty Five Thousand and No/100 Dollars ($25,000.00) (the "Stipend', such stipend to be paid in equal quarterly installments of $6,250.00, the first such installment to be paid to Provider on July 1, 2004, and the remaining installments to be paid October 1, 2004, January 1, 2005 and April 1, 2005. If this Agreement is extended for a period beyond the Expiration Date (as defined below) per Section 3 below, the Stipend shall be paid in equal quarterly installments on the first day of January, the first day of April, the first day of July and the first day of October beginning in the first full calendar yeaz of such extension period. (b) A commission of twenty percent (20%) of the net income realized by the City for each single Park Event which is promoted, operated, coordinated and managed by 2 ,..r. Y i ~ f 1 ¢ ~1 S I[ Provider, less any payments or deposits paid by third party promoters to the Provider; provided, however, that Provider shall not receive any commission payments whatsoever until the City has earned, from profits and revenues generated by the Park Events, an amount equal to the Stipend, and provided further that Provider shall have no right or claim whatsoever to any Portions of any profits, revenues or other receivables earned by the City until the City has recouped the Stipend amount.. Payments. under this Section 2(b) shall be paid by the City to the Provider within thirty (30) days of the end of a Park Event or within fifteen (15) days of the date on which the City has finally and fully determine its net income from such Park Event, whichever occurs later. 3. Term and Termination. This Agreement shall be in force from the date first written above ("Commencement Date's until 11:59 p.m. on June 30, 2005 ("Expiration Date"). In addition, the City shall have the option, exercisable in its sole discretion, to extend this Agreement for one (1) additional year (the "Option', at the rates of compensation to Provider provided at Section 2 above, the exercise of such option to extend the Term to June 30, 2006. In the event that the City determines to exercise the Option, it shall notify Provider of such determination no less than seven (7) days prior to the Expiration Date. Notwithstanding anything to the contrary contained in this Agreement, the City may terminate this Agreement for any reason prior to the Expiration Date after giving Provider fifteen (15) days advance notice of such termination. In the event that the City terminates this Agreement pursuant to this Section 3, City shall pay to Provider any and all commission fees earned under Section 2(b) above and prior to the date for termination, as well as the pro rata portion of the quarterly Stipend installment determined by the number of days expired on the date of termination in the three-month quarter during which the Agreement is terminated. 4. Insurance. Provider shall maintain the following insurance for all Services arising out of this Agreement. Unless otherwise specified in this Agreement, Provider shall maintain such insurance as will protect Provider for claims under Worker's Compensation acts, and protect it from claims for damages because of bodily injury, including death and property damage, which may in any way arise out of or be in any manner remote to or any proximate manner connected with the performance of this Agreement, whether such claim arises out of the act or failure to act by Provider, its employees, assigns, agents, subcontractors, or any other party for which it may be liable. This insurance shall be written in the kinds and minimum limits of liability specified below: Descriution of Property Worker's Compensation Employer Liability Limits of Liability Statutory $1,000,000.00 per employee Comprehensive General Liability, including contractual: $1,000,000.00 per employee Bodily Injury $1,000,000.00 per injury Property Damage $ 500,000.00 per occurrence 3 .r°r r i r L 1 D i T Such insurance shall be maintained in force during the term of this Agreement. Such insurance policies shall specifically name the City as an additionally insured party. Certificate(s) of Insurance shall be filed with the City evidencing that the policy or policies aze in full force and effect and that the same will not be altered, amended or terminated without ten (10) days prior written notice to the City. Provider shall furnish the City with adequate evidence that Provider has obtained and is maintaining in force Worker's Compensation insurance as prescribed by the law of the State of Missouri. 5. Indemnity. Provider shall indemnify, hold harmless and defend the City, and its officials, officers, advisors, agents and employees (collectively, the "City Indemnitees'~ from and against any and all liabilities, losses, costs, damages and expenses (including reasonable attorneys' fees and expenses and court costs) of whatsoever nature that may be incurred by the City Indermritees, or any of them, arnsing out of or in connection with the terms of this Agreement to the extent that such liabilities, losses, costs, damages and expenses (including reasonable attorneys' fees and expenses and court costs) or claim thereof results or arises, in whole or in part, from the negligent, reckless or intentional acts or omissions of Provider. In so defending the City Indetnnitees and each of them, Provider shall provide counsel that is reasonably acceptable to the City. This Section 5 shall survive the revocation or termination of this Agreronnent. 6. Strict Performance. No failure by the City to insist upon the strict performance of any covenant, agreement, term or condition of this Agreement or to exercise a right or remedy shall constitute a waiver. No waiver of any breach shall affect or alter this Agreement, but each and every covenant, condition, agreement and term of this Agreement shall continue in full force and effect with respect to any other existing or subsequent breach. Waiver. 7. Independent Contractor. It is understood and agreed that nothing herein contained is intended or should be construed as in any way establishing the relationship of co-partners or a joint venture between the parties, or as constituting Provider as an agent, representative or employee of the City for any purpose whatsoever. Provider is to be, and shall remain at all times, an independent contractor with respect to all Services performed under this Agreement. Persons employed by Provider in the performance of Services and functions pursuant to this Agreement aze not employees of the City and shall have no claim to pension, workers' compensation, unemployment compensation, civil service or other employee rights or privileges granted to the City's officers and employees either by operation of law or by the City. 8. Invalidity or Unenforceability of Particular Provisions. The invalidity and unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof not inconsistent with such provision, and the Agreement shall be construed in all respects as if such invalid or unenforceable provisions were omitted, provided, however, if the remaining provisions of this Agreement would make the obligations of the parties inequitable vis-~-vis the parties or the deletion of any such provisions would materially change the essential terms of this Agreement, the parties will negotiate in good faith modification of this Agreement to place the parties in as reasonably close position to their original positions if possible. In the event the parties 4 ..r v i ~ r t G t Y rC are unable to negotiate a modification hereto, either party shall have the right to terminate this agreement upon not less than fifteen (15) days notice. 9. Notices. All notices, requests, demands and other commumcations required or permitted hereunder shall be in writing and shall be deemed to have been duly delivered if delivered in person or upon the earlier of actual receipt or three (3) business days after deposit with the United States Postal Service if sent by registered or certified, first-class mail, postage prepaid to: To the Citv: City of Riverside, Missouri Attention: David Blackburn, City Administrator 2950 NW Vivion Road Riverside, Missouri 64150 Telephone: 816.741.3993 To Provider: John Ritenour d/b/a One Souroe Entertainment Telephone: 816.679.4482 Either party may from time to time change said address by written notice to the other parties, given as above provided. 10. Non-Exclusivity. Nothing in this Agreement or any other document related thereto shall be construed to provide to Provider any exclusive right to provide the Services to the City. The City shall in no manner be prohibited from contracting with any other party for work related to or similar to the Services or related to the Park, or from discussing the same. 11. Assignment. Provider shall make no assignment of this Agreement or any right or obligation occurring under this Agreement in whole or in part without the express written consent of the City. The City shall have full discretion to approve or deny, with or without cause, any proposed or actual assignment by Provider. Any assignment of this Agreement made by Provider without the express written consent of the City shall be null and void and shall be grounds for the City to declare a default of this Agreement and immediately terminate this Agreement by giving written notice to Provider, and upon the date of such notice this Agreement shall be deemed immediately terminated, and upon such termination all liability of the City under this Agreement to Provider shall cease. 12. Governing Law. This Agreement shall be construed or enforced under and in accordance with the laws of the State of Missouri. Any and all legal action necessary to enforce this Agreement shall be held or brought in Platte County, Missouri. 13. Compliance With Laws. Provider shall conduct its operations and provide all Services under this Agreement in compliance with all applicable Federal, State and local laws, ordinances, orders and regulations. 5 14. Severability. If any provision of this Agreement shall be declazed illegal, void or unenforceable by a court of competart jurisdiction, the other provisions shall not be affected but shall remain in full force and effect. 15. Entire Agreement. There aze no other agreements or understandings, either oral or written, between the parties affecting this Agreement, except as otherwise specifically provided for or referred to herein. This Agreement cancels and supersedes all previous agreements between the parties relating to the provision of services covered by this Agreement. No change or addition to, or deletion of, any portion of this Agreement shall be valid or binding upon the parties hereto wiles the same is approved in writing by the parties. There are no other contracts betwear the parties. 16. No Third-Party Rights. Nothing in this Agreement shall be construed as creating or giving rise to any rights in any third parties or any persons other than the Parties hereto. 17. Construction of Headings. The captions or headings aze for conveniarce only and are not intended to limit or define the scope or effect of any provision of this Agreemart. [remainder of page intentionally le,R blank; signatures on following page] 6 •r r t r r 1 D'I ? Ii IN WITNESS WHEREOF, the parties have caused this Agreement to be effective beginning on the day and year first written above and represent and warrant that the parties signing below have sufficient authority to bind the parties hereto. CITY OF RIVERSIDE, NIISSOURI (the "City") 7 ,~...r „, i~ ~ T l 1 .l 7 i~. JOAN RITENOUR d/b/a ONE SOURCE ENTERTAIN~NT ("Provider'