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
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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
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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
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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
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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.
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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'
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g� -Cyair Erre. iY..,
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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.
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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^�
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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.
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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
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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.
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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.
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