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Home My WebLink AboutResolution - 2005-R0360 - Agreement - Broadway Festivals Inc.- 2005 Lubbock Music Festival - 08_08_2005Resolution No. 2005-RO360 August 8, 2005 Item 22 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directed to execute for and on behalf of the City of Lubbock an Agreement between the City of Lubbock and Broadway Festivals, Inc. on behalf of the Entertainment Task Force for planning and implementing the 2005 Lubbock Music Festival and all related documents. Said Agreement is attached hereto and incorporated in this Resolution as if fully set forth herein and shall be included in the minutes of the Council. Passed by the City Council this Stb day of August 1Z , 2005. AL, MAYOR ATTEST: Rebecca Garza, City Secreta AS TO CONTENT: Quincy White 0 Assistant City Manager APPROVED AS TO FORM: Linda L. Chamales, Senior Attorney Office Practice Section City au / Linda / Res ETF/BFI Music Festival August 5, 2005 STATE OF TEXAS § COUNTY OF LUBBOCK § AGREEMENT This Agreement is between the City of Lubbock, a home rule municipality, (the "City"), on behalf of the Entertainment Task Force, a council -appointed group responsible for planning and implementing the Lubbock Music Festival, (the "Festival") and Broadway Festivals, Inc., ("BFI") a nonprofit corporation WHEREAS, the City Council of the City of Lubbock appointed the Entertainment Task Force ("ETF"), for the purpose of planning and implementing a Lubbock Music Festival among its other responsibilities regarding the Lubbock entertainment community; and WHEREAS, the first Lubbock Music Festival is scheduled to be held October 6- 8, 2005; and WHEREAS, ETF was awarded $175,000.00 ("the Funds") in municipal hotel occupancy tax funds in Resolution 2004-R0097 to be used for a Lubbock Music Festival in accordance with Texas Tax Code Section 351.101 to promote tourism and the convention and hotel industry; and WHEREAS, Broadway Festivals, Inc. is a nonprofit organization experienced in organizing, producing, and promoting festivals in the City of Lubbock and in attracting and working with vendors for such events; and WHEREAS, ETF and the City desire to allow BFI to administer the Funds, and produce the Festival, in accordance with the Budget for the 2005 Lubbock Music Festival prepared by ETF and approved by the City Council in Resolution 2005-RO345 (the "Budget"); and WHEREAS additional grant moneys have been committed to the Budget; and WHEREAS, City and ETF desire to contract with BFI to provide Concessionaire services for the Festival and BFI desires to provide these services; NOW THEREFORE, for and in consideration of their mutual covenants, the City and BFI agree as follows: 1. Definitions & Term 1.1 As used herein, the "Festival" shall include those activities related to the production of musical performances in and around the public spaces in theLubbock Depot District on October 7" and 8`h, 2005. Though other events may be related to, or cross -promoted with, the Festival, these other events shall not be considered a part of the Festival for purposes of this Agreement. These other events include, but are not limited to, the West Texas Music Symposium, the Peter Pan stage show, the Chamber of Commerce Cook -off, the Stubbs Tailgate Party, Ranch Day, Grape Day, and/or the Mayor's Luncheon. 1.2 As used herein, "production" of the Festival shall mean coordination of those parties providing goods and/or services to BFI, the ETF, or the City in connection with the event for the purpose of providing a site for the Festival, temporary improvements to such site (tents, fences, temporary utility service, and the like), Lubbock Music Festival Agreement 1 waste management, security, musical production, decorations, concessions, and marketing and promotion of the Festival. 1.3 The term of this Agreement shall be from August 1, 2005 to January 1, 2006. II. Responsibilities of Broadway Festival, Inc. 2.1 BFI shall produce the Festival and make the necessary arrangements and/or contracts to do so in its name and at terms acceptable to it. In producing the Festival, BFI shall spend the Funds in substantial accordance with the Budget, but shall not exceed the Budget. It is accepted that some variation from the Budget will occur. Such variation, if reasonable, shall not be a material breach of this Agreement. Except as provided hereinbelow, any funds not used for the 2005 Lubbock Music Festival shall be returned by the end of the term of this Agreement to City of Lubbock Account #160.6117. 2.2 BFI is aware that the source of the Funds is municipal hotel occupancy taxes and that the Funds must be spent in accord with Chapter 351 of the Texas Tax Code. BFI shall maintain the Funds in a separate account established for that purpose and may not commingle those Funds with other money 2.3 BFI shall keep complete and accurate records, books and accounts according to its customary and accepted business practices, and City or ETF shall have the right to examine and audit said records, books, and accounts at any reasonable time. BFI shall provide on or before the IO`h day after the close of the Festival a sworn statement showing the gross receipts, fees collected, profits on concessions, and funds retained. 2.4 BFI shall make quarterly reports to the City Secretary with regard to expenditures of the Funds made on behalf of ETF and the City and detailing how the Funds were spent. The first such report shall be on or before December 31, 2005. 2.5 If T-shirts and other concession items commemorating the Lubbock Music Festival, October 6-8, 2005 are designed and marketed by BFI, all designs shall be pre -approved by the ETF. 2.6 BFI shall be responsible for recruiting, arranging locations, contracting with, and setting and collecting fees from vendors for the Festival. Locations shall be coordinated with the ETF. 2.7 All fees collected from vendors (other that BFI) and profits for concessions sold by vendors other than BFI (if the vendor contract allows for profit-sharing) shall be held in trust and deposited in City of Lubbock Account #160.6117 for the benefit of the ETF except that BFI may retain fifteen per cent (15%) as partial consideration for BFI's obligations hereunder. 2.8 BFI shall be responsible for selecting marketing and promotion outlets and/or agencies for the Festival. BFI and the City understand that the Festival is largely a "family -friendly" event, and agree that the marketing and promotion of the Festival shall be consistent with that understanding. 2.9 BFI may sell, directly or through appointed agents, sponsorships for the Festival. All fees collected from sponsors shall be held in trust and deposited in City of Lubbock Music Festival Agreement 2 Lubbock Account #160.6117 for the benefit of the ETF except that BFI may retain fifteen per cent (15%) as partial consideration for BFI's obligations hereunder. 2.10 BFI may retain, from the Funds, those amounts budgeted as Contract Labor and Miscellaneous as partial consideration for its obligations hereunder. 2.11 BFI agrees to carry and maintain Commercial General Liability Insurance in amount not less than $500,000 per occurrence for bodily injury and property damage resulting from premises operations or product/completed operations with a company licenses to do business in the State of Texas and to name the City of Lubbock as additional insured on said policy. 2.12 In exercising its obligations hereunder BFI shall comply with all ordinances of the City, laws of the state and Federal government applicable to said services and all other requirements enforced by the departments of Health, Zoning, Solid Waste, Police and Fire of the City. III. Responsibilities of City and ETF 3.1 City, on behalf of ETF, and from City of Lubbock Acct # 160.6117, grants to BFI one hundred seventy-five thousand dollars and no cents ($175,000.00) ("the Funds") to be used only for the 2005 Lubbock Music Festival. Any funds not used for the 2005 Lubbock Music Festival shall be returned, by the end of the term of this Agreement, to City of Lubbock Account #160.6117. 3.2 City hereby grants to BFI a non-exclusive license to use the Festival name, marks, copyrights, and other intellectual property, and to operate, as an independent contractor, concessions at the Lubbock Music Festival, October 6-8, 2005, with BFI retaining 85% of the profits from the sale of BFI's concessions. 3.3 ETF, on the City's behalf, agrees to review designs for all concessions commemorating the Festival in a reasonable and timely fashion. IV. Notice 4.1 The parties agree that any notice or communication required or permitted hereunder shall be by first class mail, postage prepaid, faxed, or hand delivered as follows: If to the City: City Manager City of Lubbock 1625 131h Street P.O. Box 2000 Lubbock, TX 79457 (806) 775-3307 - fax If to BFI: Broadway Festivals, Inc. P.O. Box 1643 Lubbock, Texas79408 (806) 749-3237 - fax With Copy to: Don Caldwell, Chairman Entertainment Task Force c/o City of. Lubbock P.O. Box 2000 Lubbock, Texas 79457 Lubbock Music Festival Agreement 3 V. Miscellaneous 5.1 If any provision contained in this Concession Agreement shall, for any reason be held invalid, illegal or unenforceable in any respect, the invalidity shall not affect any of the other provisions of the Agreement. 5.2 BFI shall indemnify and save harmless the City and its officers, agents and employees from all suits, actions, losses, damages, claims, or liability of any character, type or description, including, without limiting the generality of the foregoing all expenses of litigation, court costs, and attorneys fees for injury or death to any person, or injury to any property received or sustained by any person or persons or property, arising out of, or occasioned by the acts of BFI, its agents or employees, in the execution or performance, or omissions of performance, of or under the Concession Agreement. 5.3 All amendments to this Concession Agreement must be in writing and signed by all parties. 5.4 All negotiations relating to this Agreement are merged herein. There are no promises, agreements, conditions, undertakings, warranties, or representations, oral or written, express or implied, among the undersigned Parties as to such matters other than as set forth herein. No waiver of this Agreement shall be valid unless the same is in writing and is signed by all of the Parties hereto. 5.5 This Agreement and its construction and interpretation shall be governed by the laws of the State of Texas and, to the extent there is an ambiguity, shall not be construed against either Party more strongly than against the other. ACCEPTED AND AG McDOUG to this sth MAYOR ATTEST: Rebecca Garza, City Secretar APPROVED AS TO CONTENT i Quincy VV e Assistant City Manager APPROVED AS TO FORM: Linda L. Chamales, Senior Attorney day of August , 2005. BROADWAY FESTIVALS, INC. By Mont McClendon, Vice President CITY OF LUBBOCK ENTERTAINMENT ZK FORCE Don Caldwell, Chairman Lubbock Music Festival Agreement 4 Pat Kidd - FYI Page From: Pat Kidd To: Becky Garza; Jane McDaniel; Linda Chamales; Linda Hart; Quincy White; Tommy Combs Date: 1/17/2006 12:33:11 PM Subject: FYI Resolution 2005-R0360, Paragraph 2.4 of the Lubbock Music Festival contract with Broadway Festivals, Inc_ provides that LMF will make quarterly reports to the City Secretary. Two such reports have been issued dated December 29, 2005 and January 12, 2006. These reports are filed with the above resolution. Pat Kidd Administrative Assistant City of Lubbock City Secretary's Office Ph # {806) 775-2029 Fax # (806) 775-3983 pkidd(d)mylubbock.us 01/12/2006 09:37 8067639564 LAW FIRMI PAGE 01/03 roaa(waY January 12, 2006 Via Facsimile (806) 775-3483 Mrs. Becky Garza City Secretary's Office 1625 13th Street Lubbock Texas 79457-,0001 RFOFIVED JAN f' 2 2006 CITY SECRETARY LUBBOCK, TEXAS Re: Broadway Festivals, Inc. — Lubbock Music Festival, Post -event Report Dear Becky: I write in satisfaction of ¶2.4 of the City's Lubbock Music Festival contract with Broadway Festivals, Inc. Per that paragraph, please accept the attached 1 page report which is an accnal report as of December 31, 2005. I am delivering a copy of this letter, the attached report, and a check for $21,938.03 (as the total equity) to Lee Aran Dumbauld's office today. As such, this matter is closed, the contract fulfilled, and this is the last report we will file. I appreciate your kind consideration and the wonderful opportunity, If you have any questions or corrµrents, please do not hesitate to call me. Sincerely, BRQADwAy FESTIVALS, INC. on c0en an Vice -President Cc: Lee Ann Durnbauld via hand -delivery with enclosures 01I12I260F, 09:37 8867639564 LAW FIRM PAGE 02/03 9:33 PM Lubbock Music Festival 01110106 Balance Sheet Accrual Sn-,is As of December 31, 2005 Dec 31, 05 ASSETS Current Assets Checkirlg/SawlMs inotl • Bank . Wells Fargo Z1,0T1.32 total CheckinW$avlttgs 21.07i,32 Total Current Assets 21,011,32 TOTAL ASSETS 21,071-22 LIA13ILMES & EQUITY Liabilities Current Liabilities Accourft Payable 2000 • Accatmts Flyable St3b,71 Total Accounts payable 86fi.71 Total Current Liabilities -366.7,1 Total Liabilities l:gllity Net Incorm, 21, 938,03 Total Equity 21,938.03 TOTAL LIABILITIES & EQUITY 21,071.32 01/12/2006 09:37 8067639564 LAW FIRM PAGE 03/03 BROADWAY FESTIVALS, INC. W'4L* FELLSJ ERGO. A. r+��NN.w><LLSI� ARfQ.COM LUBaOCK MUSIC FESTIVAL P.O. BOX 164.3 LUBBOCK, TX 7N08 (^nnF) 119-29231 Par ru T!+t OW'E'H OF *xx**rxxwwexwrlk*sefMxsex*wkxye�evx1[allrks►xk*xs LT[}1.1.1iZS City of Lubbock P.O. Box 2000 Lubbock, TX 79457 M1h (. hIV - MA,1TF0'11ZF.n SI[iPlP.6UR: Funds for Lubbock Music Festival _ 11000 L 13 2110 1; L L�L 900 6 591:8 48 50 L 2 30611■y� 8ROADWAY FESTIVALS, lNC. 113 City of Lubbock 1/10/2006 f� / % % ! j % Retained Funds for Lubbock Music Festival 21,988.03 Bonk Wells Fargo Funds for Lubbock Music Festival 21,938.03 12/29/2005 09:29 8067639564 LAW FIRM PAGE 01/03 f, 4a: } ►F December 29, 2005 Via Facsimvit (806) 775-3983 Mrs. Becky Garza City Secretary's Office 1625 13th Street Lubbock Texas 79457-0001. eClio a /a RECEIVED DEC 2 9 an CITYSECRETARY LUBBOCK, TEXAS Re: Broadway Festivals, Inc. — Lubbock Music Festival; Post -event Report Dear Becky: I write in satisfaction of 122.4 of the City's Lubbock Music Festival contract with Broadway Festivals, Inc. Per that paragraph, please accept the attached 2 page report which is an accrual report as of December 28, 2005. I appreciate your kind consideration. If you have any questions or comments, please do not hesitate to call me. Sincerely, BRoaDwAy FESTtvALs, INc. Mont McClendon Vice -President MBM/sk 12/29J2005 09:29 8067639564 LAIC FIRM PAGE 02/03 9:16 PM Lubbock Music Festival 1=9105 Accrual Basis Profit Bit Loss January through Decwnber 20M Jan - Dec 05 income Income AppropriNsd by City 175,000.03 Marketifig Income 10,000.00 Saks Concession sales 2,793.00 Merchandise Sales 1,179,00 Sponsorshlp Sates 3,100.00 Vendor Fan 2,250,00 Wristlfand9 Safes 8,992,00 Total Sates 18.314.00 Total Income 203,314.00 Expense Bank Charges 41.00 Event Change 0.00 Administ wdva Expensas Commission on Gonemlons - BFI 1,904-17 Commissions on Merchandise -BFI 502,78 Commission on Sponsorship% 465.00 commission on Vendor Fwas 345.00 Conc"War s Coat of Goods 552.80 Merchandise Cost of Goods 687.50 Total AdmhAxb*lvs Expanses L,3 57,25 Backstage ttedmllr entslSupplies 216.00 Backstage a Psrinse at Security 2.524.60 Contract Labor of LoWsWA 11,500.00 Decorations & Supplies 1,375.59 Electrician 993.00 Equipment Rental Bleachers 2,200.00 Chy gash Cans 720.00 Electrical Palm i'A".00 Fencing - Sot up & take up dawn 946-00 P'ark's (Mobile Stage 600-00 Portable Tolieds 1,756.00 Tents 600.00 Two Way Radios fiSQ.QQ Total Equipment RmiW 8,956,00 Marketing Contract 20,797.74 Mlscellarl eaus Expenses 2,50,84 Music production Headliners 79,977.19 StWng, Lighting, Psm A Dlr. 27,088.27 Texas Musk Support Acts 16,075.54 Total Oluvia Production 123,152.00 permits 50,00 page 1 of 2 12/29/2005 09;29 8067639564 LAW FIRM PAGE 03/03 9:16 PM Lubbock Music Festival 1P SMS arenial Dvals Profit $ Loss January through December 2006 daa - D" ®6 Sia"gP 2 089.83 SPOMOnf Volunftrar QterFrp 2,800.00 Total Expense 181, 375.97 Not Income 21,938.03 Page 2of2