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HomeMy WebLinkAbout2001-09-24 01-383 ORDERItem No. 01-383 Date: 9-24-01 Item/Subject: ORDER, Authorizing the City Manager to Execute National Folk Festival Agreement Responsible Department: Engineering Commentary: As you are aware, the City Is working in conjunction vAth the National Center for Traditional Arts, Bangor CVB, and EMDC W host he National Folk Festival over dive next three years. The attached Council Order authorizes the City Manager to execute an operating agreement which outlines Me responsibllMes of each party. Depzrtinent Head Manager's Comments: City Manager Assodatetl Information: Order, Agreement Legal Approval: Finance Director City Solicitor Introduced for x passage _ First Reading page _ of Referral 01-383 Assi�Mto Councibr Pem4® September 26, 2001 X~ CITY OF BANGOR (IITtE.): ORDER, AUthorizinq the City Manageir to ExeCute National F Ik Festival O t' AgneeirdaInt ORDERED, THAT, the CRY Manager is hereby authorized and directed to execute an operating agreement for the purposes of planning and executing the National Folk Festival In Bangor, Maine in the years 2002, 2003, and 2004. Copy of said agreement is attached. IM CITY COOPCIL September 24. 2001 Notice Made 6 Seconded Suspend the solve to Introduce Cocoril OrderMl-383 Under Rules Suspended Motie Made aai Secoeded for Passage Passed n MIMINEW" ens 01-383 ORDER Title, aatboriams the city Musser to E ecute National Polk Festival Operating Agreement Assigned to Councilor afe of el�llflfalfnee www.bgrim.org MEMORANDUM 207/945-0400 fax 107/945.4449 pm.ring@bgrme.org OFFICE OF INFRASTRUCTURE AND DEVELOPMENT SUPPORT James D. Ring, P.E., Director . code Enforcement Division . Engineering Division . Planning Division • Public Waste Divisions . wastswas, Divions . Woodrum Division To: City Council From: Jim Ring, Director, Infrastructure and Development Support Subject: Request to Consider Additional Council Order under Suspension of Rules at 9/24/01 Meeting Date: September 24, 2001 As you are aware, Bangor will be the site of the National Folk Festival in 2002, 2003, and 2004. The City will be working in partnership with the National Center for Traditional Arts, the Bangor Convention and Visitors Bureau, and the Eastern Maine Development Corporation to plan and execute the event. Earlier this summer, the parties discussed the various responsibll@les and activities necessary to move forward, and a draft operating agreement was prepared. The draft agreement has been revised to incorporate several changes requested by the City. At last Thursday's Folk festival Executive Committee meeting, I was provided copies of the final agreement for execution by the City. The City Solicitor has reviewed the agreement and finds it to be acceptable. I have prepared the attached Council Order which authorizes the City Manager to execute this agreement on the City's behalf. The NCTA has requested that the agreement be executed by all parties as soon as possible. Since we did not receive the agreement until after the agenda for tonight's Council meeting was finalized, I am requesting that the attached Order be considered under "Suspension of Rules." A copy of the operating agreement is attached to the Order. I.D.R. 73 Harlow Street a Bangor, Maine 04401 Operating Agreement Between the National Council for Traditional Arts and Eastern Maine Development Corporation In cooperation with City of Bangor Bangor Convention and Visitors Bureau For the Purposes of Planning and Executing the National Folk Festival in Bangor, Maine in the years 2002, 2003, 2004 This Understandinig made this 1st day of lune 2001 by and between the National Council for Traditional Arts, aprivate not-for-profit corporation with a piece of business at 1320 Fenwick Lane, Suite 200, Silver Spring, Maryland (Mreimflrr NCTA), Eastern Maine Development Corporation, a Maine nonprofit Corporation with a place of business at One Cumberland Place, Suite 300, P. O. Box 2579, Bangor, Mame (hereinafter EMDC), the City of Bangor (hereinafter City), and the Bangor Convention and Visitors Bureau (lureinafler CVB). 1. SconeofAmeunen: Ore NCFA and EMDC hereby engage one another in cooperation with Ne City of Bangor (hereinafter City) and the Bangor Convention and Visitors Bureau (hereinafter CVB) to produce the National Folk Festival in Burger, Maine in the years2002,2003,2004. This contract establishes the rales mrd responsibilities and services provided by each of the Cooperating Entitles (EMDC, NCTA, City of Bangor, and CVB). 2. Rules and Obligations: The Cooperating Entities agree to provide services as outhouse in Rider A. 3. Tenn: This agreanent shall be in effect until December 2004 mdess the Cooperating Entities consent to an extension. 4. Termination: Either party mayrecminum Otis Agrament with or without cause, provided at least one hundred and twenty (120) days prior notice in writing is mailed an the other party. All outstanding contracts and commitments made prior to the termination notice most be honored by the appropriate agency. Temdnatiot of the agreement between NCTA and EMDC subject to restrictions and full payment of other contracts between NCTA and other parties as outimed m Rider A. 5. Reports: EMDC shall provide such periodic reports regarding the progress of the work hereunder as reasonably required by the NCTA. NCTA shall provide such periodic reports regarding the progress of the work hereunder as reasonably required by the EMDC. rt—M3 & Ashen men :No party to this Agreement shell assign, delegate, subcontract or otherwise trand er its rights or obligations hereunder without the prior written cement of the other party 9. Disclaimer of Relaionshios: Neither this Agreement nor any action by any Cooperating Entity shall be deemed or wnswd by any party to cute any relationship of third -party beneficiary, or of principal and agent, or of limited or general partnership or ofjoint venue or of any other association or relationship except as hereinafter provided. 9. Fund EI Opportunity: During the performance of this Agreement, EMDC agrees as follows: A. EMDC will not discriminate against any employee or applicant for employment relating an this Agreement because of race, color, religion, sex, national origin, ancestry, age or physical handicap, unless related to a been fide occupational qualification. EMDC will take affirmative action to insure that applicants are employed and employees are treated during 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 tramfers, recmitment or recruinnent advertising; layoffs or terminations; rates of pay or other forms ofcompensation; and selection for training, including apprenticeship. EMDC ogees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. B. EMDC will, in of solicitations or advertising for employees placed by or on behalf ofEbfDC relating m this Agreement, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, creed, sex, national origin, ancestry, age or physical handicap. IN WITNESS WHEREOF, the parties hereunder duly authorized have executed and delivered this Ageement as of the date first above written. WITNESS: N e WITNESS: 18ht WITNESS: EASTERN MAINE DEVELOPMENT CORPORATION David President TAX IN 010281875 NATIONAL COUNCIL FOR TRADITIONAL ARTS Joseph T. Wilson Executive Director TAX ID# 52-0847374 '9YA'Ny9eAtrpli� Edward Barrett City Manager BANGOR CONVENTION AND VISITORS BUREAU Beb-Breve E+3s.. i1.. TAX IDN 01-383 01-383 RIDERA OPERATING AGREEMENT 6e through Be National Folk Festival — Bangor, Maine (2002 — 2004) Abbreviations & Acronyms NTCA— National Council for Traditional Arts EMDC— Eastern Maine Development Corporation City — City of Bangor CVB — Bangor Convention & Visitors Bureau Bangor Participants — Organizations assisting and affiliated with Folk Festival Commitlee/FFC including but not limited to NCTA, EMDC, City, and CVB. FFC— Bangor -designated Folk Festival Committee FFEC — Falk 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 outof—town Festival artists and staff. C. Select and obtain the services of all Festival stege 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 01-383 2) Confirmation of complete performer line-up. 3) Schedule of performance days for each artist or group. 4) Artist' photos. 5) All artists' biographies, discographies, and artists' quote sheets. S) 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 coordinator(s). C. 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 Pm database. D. Prepare and execute contracts with all music performers for the Festival. NCTA contracts made under this provision must be made within the Festival Budgetguidelines established by the FFEC. 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 in consultation with FFC & the City. G. Coordinate music production and performers at all music stages, including the 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 authorized representative, including state and/or federal authors, will, until the expiration of three (3) years after final payment hereunder, have access to and the right to examine and copy any directly pediment 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 grant 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. 01-383 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 oWrof-town staff. 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 significance before the FFEC. Members shall have the right to vote by written proxy if they are not present at a meeting when a vote 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. OI -383 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 Festrval. 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 out-of-town staff. 6. 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/EMS, public works, etc. C. In consultation wfth the NCTA, secure electrical service, tents, staging, booths, sanitary facilities, and trash removal D. Secure security, firat aid, and traffic and parking control services. 6. Marketino 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 Folk Festival in public relations, publicity, promotional or marketing materials. NCTA, the CVB, the City, and EMDC will be credited as co -producers. FFEC 01-383 and NCTA will agree on a standard credit line to be used in all promotional materials. C. The NCTA shall have the fight to review and approve the design and content of all marketing and promctional materials, including but not limited to display advertising, posters, festival logo, t -shirt deign, 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 EMOC 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 EMDC'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, during '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 -day payment period. E. EMDC will retain up to three percent (3%) of funding raised by the FFEC or others for administrative or other professional services. 8. Status of NOTA: NCTA will at all times during the term of this operating agreement be deemed an independent contractor and not an agent or partner of EMDC, City, CVS, FFC, or any other Bangor Participant. When entering into contracts with performers and such other contacts, as NCTA deems necessary for this project, She 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. S. Hold Harmless 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, casts, 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.