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HomeMy WebLinkAboutVictory Sun, Inc. - Art of Wine 2012 AGREEMENT FOR SERVICES This Agreement for Services (the "Agreement"), effective as of G' 4 JZ 2012 (the "Effective Date"), by and between The City of Carmel Redevelopment Commission ("CRC"), and Victory Sun, Inc. (the"Service Provider"), WITNESSES: Recitals WHEREAS, on July 14, 2012, CRC is hosting its annual Art of Wine event(the "Event") in Carmel, Indiana; WHEREAS, CRC has determined the need for professional services with respect to the management and coordination of the Event, the scope of which is described on Exhibit A attached hereto and incorporated herein (the"Services"); WHEREAS, Service Provider has professional expertise in the performance of the Services; and WHEREAS, CRC and Service Provider desire to enter into this Agreement; Agreement NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged hereby, CRC and Service Provider agree as follows: 1. Services. Service Provider shall perform the Services, up to 220 hours (the "Maximum Hours"). Service Provider shall be an independent contractor of CRC. The term of this Agreement shall be for a period commencing: (a) on the Effective Date; and (b) ending on the date that is 30 days after the Event. Service Provider hereby acknowledges and agrees that its performance of the Services may be non- exclusive, in CRC's sole discretion. 2. Compensation. (a) Hourly Fees. Service Provider's compensation for the Services shall be $85.00 per hour of services; provided that the total amount paid shall not exceed $18,700.00, except as expressly provided in this Section. If CRC and Service Provider agree that Service Provider shall perform the Services in excess of the Maximum Hours (the "Additional Work"), then CRC and Service Provider either shall amend this Agreement or enter into a new agreement with respect to the performance of the Additional Work. Until such time as there is either: (i) an amendment to this Agreement that includes the Additional Work; or(ii) a new agreement with respect to the performance of the Additional Work; in either case executed by CRC, CRC shall have no obligation to compensate Service Provider for the performance of the Additional Work. (b) Expenses. CRC shall reimburse Service Provider for all reasonable expenses incurred by Service Provider in its performance of the Services, including, without limitation, mileage (within Marion County and the eight surrounding counties), parking, signage, copying, postage, specialty paper, banners, and dumpsters; provided that CRC shall have no obligation to reimburse Service Provider for any expenses not approved in writing by CRC. (c) Payment. To receive compensation described in Subsection 2(a) or 2(b), Service Provider shall submit to CRC an invoice, which invoice shall be reviewed by CRC at its next regularly scheduled monthly meeting; provided that, if the next regularly scheduled monthly meeting occurs during the month in which Service Provider submits its invoice, then such invoice shall not be considered until the next regularly scheduled monthly meeting after the regularly scheduled meeting that occurs during the month in which Service Provider submits its invoice. (d) Miscellaneous. All amounts due under this Agreement by CRC shall be subject and subordinate to CRC's obligations pursuant to all: (i) bonds; and (ii) installment contracts assigned to lenders to secure financing; whether first arising before or after the Effective Date. 3. Performance. Service Provider shall perform the Services: (a) in coordination with CRC; (b) in accordance with the prevailing professional standards in the Carmel, Indiana, area for similar services; and (c) in compliance with all applicable laws, statutes, and/or ordinances, and any applicable governmental rules, regulations, guidelines, orders, and/or decrees. All Services performed by Service Provider, regardless of whether completed (the "Work Product"), shall belong to CRC. If performance of the Services requires the entry by Service Provider onto real estate not owned by CRC or Service Provider, then Service Provider shall be responsible for obtaining permission to enter onto such real estate. CRC shall designate the executive director of CRC, currently Les Olds, or his duly authorized representative to act on CRC's behalf with respect to Service Provider's performance of the Services. 4. Relationship. The employees of Service Provider: (a) are (and shall be considered for all purposes to be) the employees or contractors of Service Provider; and (b) are not (and shall not be considered for any purpose to be) the employees or contractors of CRC or the City of Carmel, Indiana (the "City"). Accordingly, CRC and the City shall have no obligations or liabilities with respect to such employees, who shall look exclusively to Service Provider to discharge all obligations and duties as their employer or principal. 5. Liens. Service Provider shall not suffer or cause the filing of any mechanic's lien against CRC's property, or any part thereof, by reason of labor, services or materials claimed to have been performed or furnished to or for Service Provider. Nothing in this Agreement shall be deemed or construed to: (a) constitute consent to, or request of, any party for the performance of any work for, or the furnishing of any materials to, Service Provider; or (b) give Service Provider the right or authority to contract for, authorize, or permit the performance of any work, or the furnishing of any materials, that would permit the attaching of a mechanic's lien to CRC's interest in its property. 6. Remedies. CRC or Service Provider may terminate this Agreement, without cause, immediately upon written notice to Service Provider. If this Agreement is terminated as permitted pursuant to this Section, then: (a) Service Provider shall turn the Work Product over to CRC; (b) subject to, and in accordance with, Section 2, CRC shall pay to Service Provider, as full compensation hereunder, an amount reasonably attributable to the Services performed by Service Provider as of the date of termination that remain unpaid as of such date. 7. Indemnity. Service Provider shall indemnify and hold harmless CRC from and against all claims, suits, judgments, liabilities, losses, costs, and expenses (including, without limitation, reasonable attorneys' fees and court costs) that result from: (a) the performance of the Services; (b)the failure of Service Provider to comply with the terms and conditions of this Agreement; and/or (c) the entry by Service Provider onto real estate not owned by CRC or Service Provider in the course of performing the Services. The indemnities set forth in this Section shall survive the termination of this Agreement and the completion of the Services performed by Service Provider. 8. Assignment. Service Provider shall not assign this Agreement or any of its obligations hereunder without the prior written consent of CRC, which consent may be withheld in CRC's sole discretion. 9. Nondiscrimination. In connection with the performance of this Agreement, Service Provider shall not discriminate against any employee, applicant for employment, and/or other person in the subcontracting and/or performance of the Services with respect to hire, tenure, terms, conditions, or -2- privileges of employment or any matter directly or indirectly related to employment, because of race, age, color, religion, sex, disability, national origin, or ancestry. 10. Miscellaneous. This Agreement shall: (a) bind, and inure to the benefit of, CRC and Service Provider and their respective successors and assigns; and (b) be governed by, and construed in accordance with, the laws of the State of Indiana. This Agreement shall not be construed to create a contractual relationship with, give rights or benefits to, or create a cause of action in favor of, anyone other than the parties hereto. The invalidity or unenforceability of any term or condition of this Agreement shall not affect the other terms and conditions, and this Agreement shall be construed in all respects as if such invalid or unenforceable term or condition had not been contained herein. Each of the undersigned represents that he or she has: (a) the authority to bind CRC or Service Provider, as applicable; and (b) the proper power and authority to execute this Agreement. IN WITNESS WHEREOF, CRC and Service Provider have executed this Agreement as of the Effective Date. CRC: THE CITY OF CARMEL REpEVELOPMENT COMMI��SIPN I / vV By: Printed: Wi111011 Haynniu Title: Pr si G{.t.A'u- SERVICE PROVIDER: VICTORY SUN, INC n I By:6 �^�K�tJ� Printed: Vantssa S. S Title: COED -3- EXHIBIT A Art of Wine Scope of Work • Research dates to host events • Create a comprehensive timeline complete with goals, objectives, tactics and dates of completion o Timeline to include communications/promotion plan goals, objectives and tactics o Timeline to include suggested meeting dates o Plan to include a detailed "Day of Event" timeline o Timeline to include space for assignments to be made to be completed by designated individuals • Assist Carmel Redevelopment Commission in the recruitment of wine vendors o Determine a plan of action to ensure each vendor is fully licensed for commercial sale of alcoholic beverages o Write letters to past wine vendors • Send to CRC representative for mailing o Write letter to invite new wine vendors • Send to CRC representative for recruitment o Manage wine vendor registrations to facilitate day of event assignments and website listings o Set goals for more increased domestic and international wines at event • Execute plan of action to recruit additional wine suppliers • Spearhead logistics o Confirm placement of materials and resources o Confirm placement of wine vendors • Work closely with designated CRC representative • Write wine vendor confirmation letters o Confirm logistics resources leading up to the events, including but not limited to: • Signs • Port-o-lets • Dumpsters • Volunteer Apparel • Merchandise for sale • Event Credentials • Tents • Tables • Trophies • Golf Carts • Execute sponsorship procurement o Determine sponsorship goals in conjunction with budget determined by Megan McVicker o Pursue media sponsor for stage o Ensure fulfillment of sponsor contracts at event • Deliver VIP tickets • Confirm correct signage appears on-site on day of event • Approve logos on collateral and ads • Direct public relations efforts and media activities for Art of Wine, Artomobilia and other Carmel Arts & Design District events (as needed)through the end of the year o Incorporate communication plan into overall comprehensive planning timelines o Execute merchant meetings to maximize buy-in from key target audience: Arts & Design District merchants! o Assist with social media communications • Advise on status updates • Advise on Tweets • Write and post a regularly scheduled blog o Write news releases and calendar listing announcements • Obtain approval on news releases and announcements • Send news releases and announcements to targeted media • Incorporate Gallery Walks and Jazz on the Monon into public relations efforts o Provide resources to wine vendors for promotions to their constituents • Examples include, but are not limited to: • Collateral materials • Copy for email blasts • Copy for status updates for their Facebook page • Copy for tweets • Copy for their website • Link to Carmel Arts & Design District website to post on their website o Write copy for website and other collateral as deemed necessary for promotional efforts o Direct creative team on ad and collateral development o Advise on and execute media buys • Write copy for scrolls and/or reads (as approved) • Direct event coordination activities on the day of event including but not limited to: o Set-up o Staffing o Determine a plan of action to showcase merchants in the district o Provide sufficient starting cash supply for entrance gates at Art of Wine o Direct money management activities at Art of Wine on day of event for ease of accounting for Carmel Redevelopment Commission staff • Comply with city and state auditor regulations o Teardown • Establish and track budget in conjunction with Carmel Redevelopment Commission's designated budget for events, media and public relations • Meet regularly with Carmel Redevelopment Committee representatives o Prepare agendas for meetings o Make assignments for action items to be completed o Send a complete action item list post-meeting to Carmel Redevelopment Commission