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HomeMy WebLinkAbout2003-06-09 03-192 ORDERItem No.03-L92 Date: 6-9-03 Item/Subject Order, Authorizing the City Manager to Execute an Addendum to the Operating Agreement for the National Folk Festival Responsible Department: City Manager fast year, the City entered into an agreement with the National Council for Traditional Arts, Eastern Maine Development Corporation, and the Bangor Convention and Visitors Bureau for the purpose of planning and executing the National Folk Festival in 2002, 2003, and 2009 (copy attached). This agreement set forth the roles, responsibilities, and services W be provided by each organization. Since then, local operation and implementation of the National Folk Festival has been transferred to the Bangor Folk Festival, a newly established not-for-profit mganintion. The proposed addendum to this agreement transfers activities originally assigned to EMDC, the criginal administrative home of the festival, to the Bangor Folk Festival. Note that EMDC will continue to commit In-kind resources in support of the festival stmllar to those activities provided in the past. The duties and responsibilities of the City will not change. We recommend your approval of the attached addendum. Department Head Manager's Comments: - It . Gly Manager Associated Information: Addendum, Agreement Finance DireMr Legal Approval: City So tcitor Introduced for is Passage _ First Reading Page_ of _Refertal oa-r9z Aaai®rodro Cowcilm creeue Jw 9. 2003 3 � S� CITY OF BANGOR (MLE.) Ober, Authorizing Me City Manager on Execute an Addendum to Me Operating Agreement for the National Folk Festival, ORDERED, That the City Manager is hereby authorized M Execute an Addendum to the Operating Agreement for the National Folk Festival trznsfedng activities originally assigned to Eastern Maine Development Corporation to the Bangor Folk Festival, a newly organized non-profit corporation that will serve as the Festival's lead agency. c0➢9LTL 2003 o RN RR (TITLE,)ttharfriag the cur Naaager to mo^are as eaaeaam to the operating Agreement for the National Folk Festival 0}192 Addendum Agreement for 2003 National Folk Festival Bangor, Maine February 16, 2003 Nharea; the National Council for Traditional Arts (NCTA), Eastern Maine Development Corporation (EAMC), Bangor Convention and Visitors Bureau (now'Greater Bangor Convention and Visitors Bureau, GBCVB), and City of Bangor (City) enterer into an agreementdated 011ore2001 to host and hold the 2002, 2003,2004 National Folk Festival in Bangor, Maine, And, whereas the local upending and implementation of the National Folk Festival in Bangor has been transfected to the Bangor Folk Festival (EFF), a not-for-profit entity in the StateofMaine, And, whereas the BFF was created by and for GBCVB, City, E EDC to pmvida a single local entity with responsibility to operate and implement the National Folk Festival in 2003 and 2004 in cooperation with We NCTA, And, whereas GBCVB, City, EMDC, and NCTA are at represented on the Board of Directors of the BAF. Be it known, therefore, that the NCTA, City, GBCVB, and EMDC do hereby defer local responsibility for actions in the afeenentioned and attached agreement to the BFF es follows: A11'BbIDC will, activities shall be transferred to BFF. EMDC will continue to commit m -kind resources in support of the Festival including but not limited to, assistant staff for meetings and mailings and professional staff for purposes of planning, fund raising end grant writing. All "City will" acfivifies shall remain under the responsibility ofthe City. The City will warrant in-kind resources to ensure that the Festival groands, operations and logistics are developed and maintained with the highest quality. All'BCVB will' activities shall be institutional to BFF. BFF may contract with GBCVB or any other entity or contactor to see that these activities are completed. Ah"NCTA will" activities shall be carried out by the NCTA. Alltenrsdepayrsed0f NCTA services as agreed to in the former agreement are transferred to BFF. The I MDC, City and GBCVB shall be joint and several guambacts for all BFF liabilities to NCTA under this addendum. AIPTFEC will,, activities now hereby fall order the responsibility of the BFF O}192 Signed: NCTA EMDC aty GBCVB BFF Operating Agreement Between the Nafimoal Council for Traditional AM and Eastern Mame Development Corporation In cooperation with City of Bangor Bangor Convention and Visitoq Bureau For the Purposes of Planning and Executing the National Folk Festival in Bangor, Maine in the years 2002, 2003, 2004 Tads Understanding made this 1st day of lune 2001 by and between the National Council for Traditional "s, a private not -far -profit corporation with a place of business at 1320 Fenwick lane, Suite 200; Silver Spring, MarylaM (heremafter NCTA), Eastern Maine Development Corporation, a Maine nonprofit Corporation with apWce of business at One Cumberland Place, Suite 300, P. 0. Box 2579, Bangor, Maine (hereinafter EN=), the City of Bangor (hereinafter City), and the Bangor Convention and Visitors Bureau (hereinafter CVB). 1. SconeofAmetmen: the NCTA andE DC berebyemgage one smalmrin cooperation with the City of Bangor (hereinafter City) and the Bangor Convention and Visitors Bureau @aeinafter CVB) to produce the National Folk Festival in Bangor, Maine in the years2002,2003,2004. This contact establishes the roles and responsibilities and services provided by each of the Cooperating Entities (EMDC, NCTA, City of Bangor, and CVT). 2. Rules and Obligations: The Cooperating Entities agree to provide services as outlined in Rider A. 3. Term: Ttds agreement shall be in effect=61 December 2004 undess the Cooperating Entities consent to an extension. 4. Termination: Either party may terminate this Agreement with or without cause, provided at least one hundred and twouty (120) days prior notice in writing is mailed to the other party. All ordsanding contracts and commitments made prior to the nomination notice must be honored by the appropriate agency. Destruction of the agreement between NCTA and EMDC subject to restrictions and full payment of other connate between NCTA and other parties as outlined in Rider A. 5. Recurs: EMDC shall provide such periodic reports regarding the progress of the work hereunder as real nilly required by the NCTA. NCTA shall provide such periodic reports regarding the progress of the work hereunder as reasonably rrgvhed by the EMDC FM a3—l9z 6. Assimunmt No party to this Agreement shall ensign, delegate, subcontract or odsowise transfer its nglits or obligations hereunder without the prior written consent of the other party 7. D'claimer of Relationships: Neither this Agreement nor any action by any Cooperating Entity shall be deemed or construed by any party to cgate any relationship of third -party beneficiary, or of principal and agent, or of fimited or general partnership or ofjoint venture or of my other association car relationship except as hereinafter provided. 9. EaualEmI O 'tv: During the performaatt of this Agreement, EMDC agrees as follows: A. E,9DC will not discrimiaaze against my employee or applicant for employment relating to this Agreement because clears, color, religion, sex, national origin, ancestry, age or physical handicap, anleas related m a bona fide occupational qualmscation. EMDC will take affmnative action to insure that applicants are employed and mploycee are treated daring employment without regard to their race, color, religion, sex, age, ancestry, national origin, or physical handicap. Such action shall include, but not be limited to, the following: employment upgrading, demotions or bansfm, remitruent or recruitment advertising; layoffs or temdnsfions; rates of pay or other fares of compensation; and selecfion for nannng, including apprerrdceship. EMDC agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of firs nondiscrimination clause. B. EMDC will, in all solicitations or advertising for employees placed by or on behalf of EMDC relating to this Agrement, state tint all qualified applicants will receive consideration for employment without regard to race, color, religion, creed, sex, national eight t ancestry, age or physical handicap. 0 IN WITNESS WHEREOF, the parties hereunder duly auNorized love executed and delivered Nis Agreement as of the date first above written. WITNESS: N e WITNESS: WITNESS: EASTERN MAINE DEVELOPMENT CORPORATION Davol President TAX ID# 010281875 - NATIONAL COUNCQ FOR TRADITIONAL ARTS Joseph T. Wilson Executive Director TAX ID# 52-0847374 *I—mixOa.mul�1:� Edward Barrett City Manage_ TAX IDff BANGOR CONVENTIONANDVISITORS BUREAU' l� a A�7 g� -Cyair Erre. iY.., 5� RIDER A OPERATING AGREEMENT 6e through W National Folk Festival —Bangor, Maine (2002 — 2004) Abbreviations & Acronyms NTCA — National Council for Traditional Arts EMDC — Eastern Maine Development Corporal City — City of Bangor CVB — Bangor Convention & Visitors Bureau Bangor Participants — Organizations assisting and affiliated with Folk Festival Committee/FFC including but not limited to NOTA, EMDC, City, and CVB. FFC— Bangor -designated Folk Festival Committee FFEC — Folk Festival Executive Committee or designated sub -committee 1 NCTA in collaboration with its Bangor Participants will: A. Select and obtain the services of traditional music performers to perform at the Festival. Consistent with the long-standing programming philosophy of the Festival, the Bangor Participants and NCTA will present a new lineup of music performers each year. Thematic programs and educational workshops will be included in the programming mix. B. Arrange air and ground transportation to and from Bangor for all out-of—town Festival artists and staff. . C. Select and obtain the services of all Festival stage announcers and presenters. 2. NCTA will: A. Establish a schedule to provide information about performers for the purpose of marketing materials for the Folk Festival. Said schedule will be agreed upon by the FFEC and provided by addendum to this agreement by or before October 1, 2001. Schedule will outline dates for the delivery of the following information or materials: 1) Earlyconfrmation of several major performing artists. 4 5 rel 2) Confirmation of complete performer line-up. 3) Schedule of performance days for each artist or group. 4) Artist' photos. 5) All artists' biographies, discogmphies, and artists' quote sheets. 6) Performing artists' CD sampler. 7) Complete festival schedule. s B. Provide the services of its Director of Production to produce the Festival; working in cooperation with designated local coon inator(s). 0. Maintain and transmit to EMDC, the CVB or designated Bangor Participant up-to-date databases for all Festival music performers and staff and train EMDC, City, CVB or other designated Bangor Participant staff in the installation, design; and use of the Festival FileMaker Pro database. D. Prepare and execute contracts with all music performers for the Festival. NCTA contracts madeunder this provision must be made within the Festival Budget guidelines established by the FPEC. E. Select sound, lighting, back line, tent, and staging contractors with the assistance of the Bangor Participants. F. Design and develop a festival site plan inconsultation with FFC & the City. G. Coordinate music production and performers at all music stages, including Ne hiring and supervision of out-of-town and local technical personnel. H. Apply to the National Endowment for the Arts for grant funding to pay for a portion of artist fees, and manage any such funds received. I. Consistent with this application, NCTA will comply with any applicable granting agency regulations which require that EMDC or any duly authored representative, including state and/or federal auditors, will, until the expiration of three (3) years after final payment hereunder have access to and the right to examine and copy any directly pertinent books, papers and records of NCTA involving transactions relating to this contract 3. EMDC will: A. Provide fiscal management for the Festival, in accordance with any applicable giant regulations and basic fiscal policies, including writing checks for all monies within the Festival's budget expended for Festival costs. EMDC has no rights or obligations with respect to the funds or management of the funds received by NCTA as per item 2 H above. r^� 5 J I./ 03-192 B. Approve a Festival Budget by September 30th in the year prior to the next festival with guidance from FFEC and the City. C. In consultation with NCTA, contract for accommodations and meals for Festival artists and cutbf—town staff. r D. Contract for local staffing of Festival as necessary and directed by FFEC. E. Provide professional staff for administration or as directed by FFEC. 4. FFEC will A. FFEC is made up of representatives from EMDC, the City, NCTA, CVB. As such, EMDC, the City, NCTA and CVB approval of this agreement constitutes agreement by FFEC. FFEC operates under standard 'Roberts rules of order.' The FFEC shall include a representative from EMDC, the City,, NCTA, CVB and an additional member agreed to by the above—Mr. Chris Shrum. Each representative shall have a single vote on matters of signifcance before the FFEC. Members shall have the right to vote by written proxy if they are not present at a meeting when a vole is required. To the extent possible and reasonable, all FFEC meetings shall be scheduled to accommodate the schedules of all members. B. Serve as the "management team' for FFC and provide guidance to EMDC, NCTA, CVB, and the City as to the goals and directions for the Festival. C. Mobilize through the FFC, local commitments and volunteers as necessary for production of the Festival. D. Direct fund-raising and grant writing; except as provided for in section 2 H above, to provide the funding required for the Festival. E. Direct and approve hiring necessary for local staff (e.g., Executive Director, marketing director, assistant) and approve contracts to fulfill EMDC or City obligations. F. Develop and manage a workable Festival Budget. G. FFEC and NCTA agree that they will regularly and jointly review the Festival fundraising and programming picture in order to determine and make any necessary adjustments in the size and scope of the Festival Budget. 53 03-192 H. Select and supervise non-performing Festival artists and food and craft vendors, making every effort to select food and craft vendors consistent with the purposes and themes of the Festival and the traditional nature of the event. I. Be responsible for the development and implementation of a marketing and promotion plan (working closely with the NCTA), including publicity and promotion materials and activities. J. Develop and implement a volunteer plan, including recruiting, training, and supervising volunteers for pre -Festival committee work and for volunteer positions necessary for carrying out the Festival. The NCTA will provide an overview, including delineation of volunteer responsibilities and advice on training procedures. K. Maintain a volunteer database. L. In consultation with NCTA, arrange all local and on-site transportation for Festival artists and outof-town staff. 5. City will: A. Obtain site access and provide any necessary site improvements, and arrange liability insurance coverage for site owners, the Festival, and the NCTA. B. Secure the participation and cooperation of all necessary City services including but not limited to police fire) IAS, public works, etc. C. In consuftabon with the NCTA, secure electrical service, tents, staging, booths, sanitary facilities, and trash removal. D. Secure security, first aid, and traffic and parking control services 6 Marketing and Promotion Considerations: A. The NCTA has the sole right to determine the manner in which the title "National Folk Festival" is used and how the event is described, and must be consulted accordingly. B. Whenever and wherever mention is made of 'the producers' of the National Falk Festival in public relations, publicity, promotional or marketing materials, NCTA, the CVB, the City, and EMDC will be credited as co -producers FFEC 54 03-392 and NCTA will agree on a standard credit line to be used in all promotional materials. C. The NCTA shall have the right to review and approve the design and content of all marketing and promotional materials, including but not limited to display advertising, pasters, festival logo, Fshirt degign, festival brochure, etc. All materials shall be submitted in a timely manner so as to permit review and approval by the NCTA. 7. Financial Considerations: A EMDC will pay NCTA an annual contracted amount of $82,500 for the work described in this agreement. The NCTA will be paid on the following schedule subject to EMDC's standard 30 -day payment period: 1. First payment (25%) on October 19, 2001 2. Second payment (25%) on January 18, 2002. 3. Third payment (25%) on April 19, 2002 4. Fourth payment (25%) on July 19, 2002 B. For Festival years 2003 and 2004 FMDC will pay NCTA an annual contract in the amount of $82, 500 on a schedule to be determined on or about June of the preceding year. C. In addition to the fee above, EMDC will pay travel costs (airfare, hotel accommodations, and per diem) subject to EM DC's standard 30 -day payment period for: 1. Pre -festival site design, technical, and production consultants. (2-3 consultants for 2-3 visits) 2. NCTA's office staff, up to 12 individuals, doing 'festival week." D. NCTA will invoice EMDC for contracts with performers, technical staff, and other contractors and service agreements in accordance with the provisions of this agreement and Subject to EMDC's standard 30-daypayment period. E. EMDC will retain up to three percent (3%) of funding raised by the FFEC or others for administrative or other professional services. 03-193 8. Status of NCTA: NCTA will at all times during the term of this operating agreement be deemed an independent contractorand not an agent or partner of EMDC, City, CVB, FFC, or any other Bangor Participant. When entering into contracts with performers and such other contracts, as NCTA deems necessary for this project, ]he contracts will be in the name of NCTA only and will not be in the name of EMDC, City, CVB, FFC, or any other Bangor Participant, unless prior written authorization is obtained. 9. Hold Ham less and Indemnification All parties to this agreement agree to defend, indemnify, and hold harmless all other parties and their employees, officials, officers, representatives, and agents, from and against all claims, administrative hearings, lawsuits, costs, expenses, court costs, attorney fees, liabilities or damages of whatsoever nature arising out of or in connection with, or relating in any manner to any act or omission of such indemnifying party, its employees, officials, officers, representatives, and agents in connection with the performance or non-performance of this agreement. Each party shall thoroughly investigate any and all claims and indemnify all other parties as set forth above and do whatever is necessary to protect those other parties and their employees, officials, officers, representatives, and agents to any such claim, lawsuits, liabilities, or damages. All parties to this agreement agree to name each other as additionally insured on their existing insurance policies. 5�