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HomeMy WebLinkAboutItem 06.l  1 2016 AGREEMENT FOR CLIMB THEATRE SERVICES THIS AGREEMENT is made and entered into between the City of Lakeville and CLIMB THEATRE, INC, a Minnesota not-for-profit theater company, 6415 Carmen Avenue East, Inver Grove Heights, MN 55076, (hereinafter "CLIMB"). WHEREAS, the City of Lakeville desires to provide waste and recycling education in schools located in the City of Lakeville; and WHEREAS, CLIMB has developed plays which are directed at children and attempt to change the waste practices of society by educating and motivating the children; and WHEREAS, CLIMB has performed extensively in schools since 1975; NOW, THEREFORE, in consideration of the mutual promises and benefits stated herein, the parties agree as follows: 1. SERVICES a. CLIMB shall plan, schedule and make other preparations necessary to present performances of plays that address recycling, waste reduction, and environmental conservation in elementary schools in the City of Lakeville. b. CLIMB shall execute a written agreement between it and a school where a performance is scheduled. CLIMB shall make a copy of the agreement available to the City of Lakeville at the time of billing each month if desired; c. CLIMB will indicate that the City of Lakeville, and partially sponsored by Dakota County Board of Commissioners and the Minnesota Pollution Control Agency, provided funding to help bring the performances to the schools and may distribute handouts in consultation with the City of Lakeville; e. CLIMB shall provide the City of Lakeville the name of each school and the date of performance or residency to be performed; prior to the date CLIMB will visit the school. 2. CITY OF LAKEVILLE OBLIGATIONS a. The total payments to CLIMB for performances will not exceed $5,500. b. The City of Lakeville shall pay CLIMB $628.00 per performance and 2 $45.00 for travel to each school. This contract authorizes up to 8 performances in the City of Lakeville in 2016. 3. MANNER OF PAYMENT a. Services performed by CLIMB shall be billed to the City of Lakeville on a monthly basis and shall identify all charges incurred during the preceding month. No claim for services furnished by CLIMB not provided for in this Agreement will be paid by the City of Lakeville under the terms of this Agreement. b. Payment will be made in the manner provided by law for the payment of claims against the City of Lakeville within forty-five (45) days of receipt of the invoice according to the usual practices and procedures of the City of Lakeville. CLIMB shall provide the City of Lakeville with verification of all purchased services provided upon request. c. The City of Lakeville reserves the right to withhold payments without incurring late payment interest pending the receipt of all necessary billing statements and reports requested by the City of Lakeville to be submitted under this Agreement. In the event the City of Lakeville decides to withhold payment under this provision, the City of Lakeville shall furnish written notice to CLIMB prior to the date of the next scheduled payment. d. No payment shall be made under this Agreement for any charges incurred in a manner contrary to any provision contained herein or in a manner inconsistent with any federal, state, or local law, rule, or regulation. 4. TERM The term of this Agreement is from the date this Agreement is approved by the City of Lakeville to December 31, 2016, the date of the signatures of the parties notwithstanding, unless earlier terminated as provided herein. 5. TERMINATION The City of Lakeville or CLIMB may terminate this Agreement without cause and for any reason whatsoever upon giving at least thirty (30) days written notice thereof to the other party. In such event, CLIMB shall be entitled to receive compensation for the services provided in a satisfactory manner up to and including the effective date of termination. 3 6. CONDITION SUBSEQUENT It is understood and agreed that in the event that reimbursement to the City of Lakeville from state and federal sources is not obtained and continued at a level sufficient to allow for the purchase of the indicated quantity of purchased services, the obligations of each party hereunder shall thereupon be reviewed to determine the necessity of renegotiating all or parts of this Agreement. 7. NON-ASSIGNABILITY CLIMB shall not assign any interest in this Agreement and shall not transfer any interest in the same, whether by subcontract, assignment or notation, without the prior written consent of the City of Lakeville. 8. INDEPENDENT CONTRACTOR Nothing contained in this Agreement is intended or should be construed as creating the relationship of co-partners or joint ventures with the City of Lakeville. No tenure or any rights or benefits, including Worker's Compensation, Unemployment Insurance, medical care, sick leave, vacation leave, severance pay, PERA or other benefits available to City of Lakeville employees, shall accrue to CLIMB or employees of CLIMB performing services under this Agreement. 9. INDEMNIFICATION AND INSURANCE a. CLIMB agrees it will defend, indemnify and hold harmless the City of Lakeville, its officers and employees against any and all liability, loss, costs, damages and expenses which the City of Lakeville, its officers or employees may hereafter sustain, incur, or be required to pay arising out of CLIMB's performance or failure to adequately perform its obligations pursuant to this Agreement. b. CLIMB further agrees that in order to protect itself as well as the City of Lakeville under the indemnity provision set forth above, it will at all times during the term of this Agreement keep in force: 1. General liability insurance in the amount of $500,000 for bodily injury or property damage to any one person and $1,500,000 for total injuries or damages arising from any one incident as required by the City of Lakeville. 2. Any policy obtained and maintained under this clause shall provide that it shall not be canceled, materially changed, or not renewed 4 without thirty (30) days prior notice thereof to the City of Lakeville. 3. Workers Compensation in the statutory amount, if applicable. A Certificate of Insurance evidencing this coverage must be provided to the City of Lakeville before this Agreement is effective. 10. MERGER AND MODIFICATION a. It is understood and agreed that the entire Agreement between the parties is contained here and that this Agreement supersedes all oral agreement and negotiations between the parties relating to the subject matter. All items referred to in this Agreement are incorporated or attached and are deemed to be part of this Agreement. b. Any material alteration, variations, modifications, or waivers or provisions of this Agreement shall be valid only when they have been reduced to in writing as an Amendment and signed by the parties. 11. NONDISCRIMINATION During the performance of this Agreement, CLIMB agrees to the following: No person shall, on the grounds of race, color, religion, age, sex, disability, marital status, public assistance status, criminal record, creed or national origin be excluded from full employment rights in, participation in, be denied the benefits of or be otherwise subjected to discrimination under any and all applicable Federal and State Laws against discrimination. 13. RECORDS AVAILABILITY AND RETENTION Pursuant to Minnesota Statute 16C.05, subd. 5, CLIMB agrees that the City of Lakeville, the State Auditor, or any of their duly authorized representatives at any time during normal business hours and as often as they may reasonably deem necessary, shall have access to and the right to examine, audit, excerpt, and transcribe any books, documents, papers, records, etc. which are pertinent to the accounting practices and procedures of CLIMB and involve transactions relating to this Agreement. CLIMB agrees to maintain and make available for auditing purposes, these records, for a period of six years from the date of termination of this Agreement. 5 14. COMPLIANCE WITH LAW CLIMB agrees to conduct the service in compliance with all applicable provisions of Federal, state and local laws. 15. OTHER CONDITIONS a. Ownership of Performance Rights. The performance(s) governed by this Agreement are the exclusive property of CLIMB or represent property duly licensed to CLIMB. The Host Organization agrees that it shall not reproduce the performance in any fashion or appropriate the content of the performance(s), or any portion thereof, to its own use; further, the Host Organization shall not photograph, film, videotape or otherwise record or preserve the performance(s), or any portion thereof, without written permission from CLIMB. This does not preclude photographs for yearbook or other in school use of photographs or coverage by local press, which is encouraged. Please notify CLIMB of any media coverage you intend to pursue. CLIMB shall retain all rights to the performance, including the exclusive right to record, photograph, broadcast, film or publicize the performance(s). Host Organization shall not, therefore, photograph, broadcast, film or publicize CLIMB's performance(s) except as may be agreed upon by the parties in writing. b. Force Major. As the performance(s) governed by this Agreement may be subject to interruption by sickness, inclement weather, accident, act of God or any legitimate or unavoidable circumstance, it is agreed that neither party shall be entitled to damages from the other in the event the performance(s) are interrupted or canceled by such legitimate or unavoidable circumstance. c. Rescheduling. In the event that weather or other conditions beyond either party's control force postponement of this program, the activity shall be rescheduled for a date mutually agreed to by both CLIMB and the Host Organization. 16. DATA PRACTICES All data collected, created, received, maintained, or disseminated for any purposes by the activities of CLIMB because of this Agreement is governed by the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as amended, the Minnesota Rules implementing such Act now in force or as adopted, as well as Federal regulations on data privacy. 6 17. FIREARMS PROHIBITED No employees, agents, or subcontractors of CLIMB, shall carry or possess a firearm at any time, at any location while acting on behalf of the City of Lakeville pursuant to the terms of this agreement. Violation of this provision shall be considered a substantial breach of the Agreement; and, in addition to any other remedy available to the City of Lakeville under law or equity. Violation of this provision is grounds for immediate suspension or termination of this contract. IN WITNESS WHEREOF the City of Lakeville and CLIMB have respectively caused this Agreement to be duly executed as of the dates written below. CLIMB CITY OF LAKEVILLE BY BY Mayor DATE FEDERAL ID # ___________________________________ City Clerk DATE