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HomeMy WebLinkAboutABBY ROAD ON THE RIVER2020-2021 CONTRACT BETWEEN JEFFERSONVILLE PARKS AUTHORITY AND AROTR, LLC WHEREAS, the City of Jeffersonville Parks Authority("Authority") has the power to contract or lease park facilities within its jurisdiction; WHEREAS, the Authority, under the same statutory authority, may enter into contracts and leases for facilities and services. This instrument is a joint contract for facilities and services for a period not to exceed five(5) years from the date of this amendment. WHEREAS, AROTR, LLC ("AROTR") is a Delaware limited liability company, that sponsors and organizes an annual multi-day, multi-stage event with music, food, art, guest speakers and merchandise sales,representative of the Beatles sound and history known as Abbey Road on the River music festival ("Event"). WHEREAS, the Authority and AROTR have agreed to enter into a written contract whereby the event will take place on city and parks property; NOW,THEREFORE,be it agreed between the Authority and AROTR as follows: ARTICLE 1. TERM The term of this agreement is for five(5)years of the annual event commencing in 2020. ARTICLE 2. AROTR OBLIGATIONS AROTR,at its expense, shall be responsible for the following: a. Presentation of the event. b. Procurement of all performers, inclusive of any financial guarantees to artists and all travel and lodging expenses. c. All production expenses including,staging production equipment including temporary construction, lighting,sound, temporary structures, kiosks, digital display monitors,production fees,stagehands,production technicians, and other related items required to produce the event. d. Local,regional and national marketing, advertising and promotion of the event. e. Event staffing. f. Communications (radios). g. All food and beverage concession. h. Making application and attaining all permits or licenses necessary to sell alcohol and food. i. Adequate volunteer staffing for ticket selling, wristband checking,beverages (including alcohol), etc. ARTICLE 3. AUTHORITY OBLIGATIONS The Authority, at its expense, shall be responsible for the following: a. Fencing(combination of snow fencing and metal police barricades)as needed to secure the Event area as designated in attached Exhibit"A". b. Onsite dumpsters. c. Security assistance through a combined effort of the Jeffersonville Police Department and a privately contracted security company. d. Electrical requirements of the Event including with the assistance and oversight of the City of Jeffersonville's staff electrician. e. Generators,by vendors as per 2019 and 2018 requirements. f. Portable restrooms to total of forty(40) at Big Four Station Park,through a combination of both existing and rented restrooms. To be paid out of in-kind monies. g. Six(6)Golf cart/Toro type vehicles to be utilized by event staff. ARTICLE 4. EVENT AREA The event area is designated in attached Exhibit"A". In general, the parties agree that stages are to be erected in the event area on the Big Four Station Park Lawn some stages will be inside tents in order to mitigate sound levels. ARTICLE 5. HOURS AND SOUND MITIGATION The parties hereby acknowledge that some of the stages will be located in or near residential areas. Efforts shall be made to mitigate the impact of the noise level on local residents. Therefore, all stages shall close no later than midnight. The parties shall obtain prior approval from the Jeffersonville Board of Public Works and Safety to comply with the city's noise ordinance. ARTICLE 6. SHUTTLE SERVICES The Authority shall provide, at no expense, the use of one(1)Trolley to shuttle attendees to the event area and to the Hotels. The hours of operation for the shuttle shall 2 be mutually agreed upon between the parties. The Authority shall also attempt to utilize each Hotel's shuttles for the event. ARTICLE 7. SPONSORSHIP The event will have various paid and in-kind corporate sponsors. The parties hereby agree that such paid and in-kind sponsorships shall be subject to the following terms: a. AROTR shall continue its sponsorship arrangements with Gretch Guitars and Crosley. AROTR shall receive the funds from said sponsorships with Gretch Guitars and Crosley. b. AROTR shall be responsible for arranging in-kind sponsorships with the Radisson Hotel and others. c. The Authority shall receive the first 50%of Beer and Spirits sponsor revenues capped at$17,500 in years 2020 and 2021 and capped at$10,000 in years 2022,2023 and 2024. d. All other sponsorships related to the event shall be developed and coordinated by AROTR, and approved and the City of Jeffersonville Partners Program. e. Revenue collected from Beer and Spirits and other sponsorships shall be paid within sixty(60)days from the event. ARTICLE 8. INCENTIVE BONUSES The parties further agree to the following: a. AROTR shall retain all revenue from event parking at Colston Park and Lincoln Bridge. b. AROTR shall provide the Authority with written documentation as to allow the Authority to perform an accounting of the financial records to verify bonuses set forth in this Article. AROTR further agrees to cooperate with the accounting. ARTICLE 9. ANNUAL PAYMENTS In consideration of co-sponsoring the event, the Authority agrees to pay AROTR the sum of$95,000 for years 2020 and 2021 of the event as follows: a. $45,000 on or before September 10`h of each year commencing in 2019 thru 2020 and $40,000 on or before September 10th of each year commencing in 2021 and $35,000 on or before September le of each year commencing in 2023. 3 b. $ 50,000.00 on or before January 30th of each year commencing in 2020. c. The aforementioned payments are contingent upon the Authority receiving the funds from the Clark-Floyd Counties Convention and Tourism Bureau ("Tourism Bureau")as follows: $45,000.00 in 2019 and 2020 $40,000.00 in 2021 and 2022 $35,000.00 in 2023 The Authority may cancel this contract in event it does not receive the minimum funds from the Tourism Bureau as long as written notice of the cancellation is giving to AROTR within thirty(30)days of the Tourism Bureau's decision to not fund the event at the minimum amount. d. It is further contemplated that the Authority shall provide in-kind services for the event valued in the sum as follows: $40,000.00 in year four(4)and five(5) $30,000.00 in year six(6)and seven(7) $20,000.00 in year eight(8) ARTICLE 10.INSURANCE AND INDEMNIFICATION The parties agree to the following: a. AROTR(including,by definition here and herein below, the AROTR' employees, officers,agents,representative,contractors and invitees)shall release,discharge,indemnify and hold harmless Authority and its officials,employees,agents and representative from and against liability for any claim,demand,loss,damages, penalty,judgment,expenses,costs(including costs of investigation and defense), fees,(including reasonable attorney and expert witness fees)or compensation in any form or kind whatsoever for any bodily injury,death,personal injury,or property damage arising out of or in connection with any act, error or omission by the AROTR or for any resulting liability alleged to accrue against Authority on account of the AROTRs' acts, errors or omissions; provided,however,that such indemnity shall not be construed as an indemnity for bodily injury or property damage arising from the sole negligence or intentional acts of Authority or its employees. b. AROTR further shall investigate,process,respond to,adjust, provide defense for and defend,pay or settle all claims,demands, or lawsuits related to its acts,errors and omissions hereunder at its sole expense and shall bear all other costs and expenses related 4 thereto,even if the claim,demand or lawsuit is groundless, false or fraudulent. c. AROTR shall secure and maintain for the term of its contractual relationship with Authority such insurance policies from companies licensed in the State of Indiana,as will protect itself, Authority(with Authority named as additional insured to the extent permitted by law),and others as specified,from claims for bodily injuries,death,personal injury or property damage,which may arise out of or result from AROTRs' intentional or negligent acts,errors or omissions.The following insurance coverage,at or above the limits indicated shall be maintained by AROTR. 1. Statutory Worker's Compensation— Indiana Statutory Minimums 2. Commercial General Liability— Policy Limits: Bodily Injury/Property Damage Combined Single Limit Of$1,000,000.00; Deductible:No greater than$1,000.00 d. To provide evidence of the required insurance coverages, copies of Certificates of Insurance in a form acceptable to Authority shall be filed with Authority(through the Parks Superintendent) no later than thirty days prior to the first day of the Event. Failure to file or maintain acceptable Certificates of Insurance with Authority is agreed to be a material breach of any contract and grounds for termination of the contract. e. In addition,these Certificates of Insurance shall contain the following clauses: 1. The clause"other insurance provisions" in a policy in which the Authority is named as an insured,shall not apply to the Authority or the City of Jeffersonville. 2. The insurance companies issuing the policy or policies shall have no recourse against the Authority for payment of any premiums or for assessments under any form of policy. 3. Any and all deductibles in the above described insurance policies shall be assumed by and be for the amount of,and at the sole risk of the AROTR. 5 ARTICLE 11. NOTICES Any notice given pursuant to this Contract other than which is specifically permitted to be given in some other fashion shall be in writing and shall be delivered by hand, by overnight 1 courier or by registered or certified mail,postage prepaid,return receipt requested and addressed as follows: If to Authority: Jeffersonville Parks Authority 500 Quartermaster Ct. Jeffersonville, IN 47130 With copy to: City Attorney 500 Quartermaster Ct. Jeffersonville, IN 47130 If to AROTR: Gary Jacob 2673 Green Rd Shaker Hts Oh 44122 Notice shall be deemed given when delivered if hand-delivered by courier or two days after the date indicated on the postmark if sent by U.S. Mail.Either party may change its address to which notices shall be delivered or mailed by giving notice of such change as provided above. ARTICLE 12. ASSIGNMENT AROTR shall not assign its interest herein without the written consent of the Authority which consent may be withheld in Authority's sole discretion. ARTICLE 13. RELATIONSHIP OF PARTIES It is understood that the Authority is not in any way or for any purpose partner or joint venture with,or agent of,AROTR in the production of the event,except only to extent outlined in this contract. ARTICLE 14. FORCE MAJEURE The parties shall not be liable to one another for any failure to perform as required under this contract if such failure is due to any act of God such as fire,earthquake or natural disaster, war,terrorism,rebellion,insurrection,civil war,military action,government regulation, blackout or strike or as otherwise beyond the parties' reasonable anticipation or control. ARTICLE 15. CONSENT TO JURISDICTION 6 a. This contract and all acts and transaction pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Indiana, without giving effect to conflict of taw principles. b. In addition, each of the parties hereto(i)consents to submit itself to the exclusive jurisdiction of the Circuit Court of Clark County,Indiana or other courts of the State of Indiana in the event any dispute arises out of this contract or any of the transactions contemplated by this contract,(ii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request for leave from such court, (iii)agrees that it will not bring any action relating to this contract or any of the transactions contemplated by this contract in any court other than the Circuit Court of Clark County, Indiana or other courts of the State of Indiana,and(iv)hereby waives, and agrees not to assert, by way of motion,as a defense, or otherwise,in any such suit, action or proceeding,any claim that it is not subject to the jurisdiction of the above-named courts,that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum,that the venue of the suit,action or proceeding is improper or that this contract or the subject matter hereof may not be enforced in or by such court. c. Each party hereto hereby consents to service of process being made through the notice procedures set forth in Article 11 and agrees that,to the fullest extent permitted by law,service of any process,summons, notice or document by U.S. registered mail to the parties' respective addresses set forth on the signature page hereto shall be effective service of process for any suit or proceeding in connection with this contract or the transactions contemplated hereby." ARTICLE 16. ATTORNEY FEES If either party brings legal action to enforce its rights under this contract,the prevailing party will be entitled to recover its expenses(including reasonable attorneys' fees) incurred in connection with the action and any appeal. ARTICLE 17. ENTIRE AGREEMENT This writing,together with all of the attached Exhibits,constitutes the entire contract of the parties.This contract supersedes all prior agreements,if any,between the parties,and no representation,warranties,inducements,or oral agreements that may have been previously made between the parties shall continue in effect unless stated herein. This contract shall not be modified except in writing,signed by Authority and AROTR. The undersigned hereby acknowledge they are authorized to execute this contract. 7 Dated on this 10 day of September , 2019 Jeffersonville Authority By: '' Bill Bums,President AROTR,LLC tif4( ( Manager By: Gary Jacob, Manager �¢V yaJ 8 $130I'l