HomeMy WebLinkAboutResolution - 2002-R0150 - Agreement With Umbrella Entertainment Group - 04/25/2002Resolution No. 2002—RO150
April 25, 2002
Item No. 39
RESOLUTION
l�E ITR[ SOLVl-:I) I3Y 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 Umbrella Entertainment Group d.b.a. The Air Show Network to provide coordination and
production of Air Shows at Lubbock International Airport, and any other 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 25th day of __April _ _ 2002.
WINDY SITTOIN, MAYOR
ATTEST:
�Q 9�a'
RGbt.Cca Garza, City Secretary
APPROVED ASO CONTENT:
1%Lark `e, Director
Aviation
APPROVED AS TO FORM:
Linda L. Chamales
Supervising Attorney -- Office Practice
LLC* Ccdocs/Air show. Res
March 4. 2002
Resolution No. 2002-RO150
April 25, 2002
Item No. 39
PROFESSIONAL MANAGEMENT SERVICES AGREEMENT
BETWEEN THE CITY OF LUBBOCK AND
THE AIR SHOW NETWORK
STATE OF TEXAS §
COUNTY OF LUBBOCK §
This agreement, (the "Agreement") is by and between the City of Lubbock, (the
"City"), a Texas Home Rule Municipal Corporation, and Umbrella Entertainment Group,
d.b.a. The Air Show Network, a corporation operating under the laws of the State of
California, whose principal place of business is located at 6385A Rose Lane, Carpinteria,
California ("ASN").
RECITALS
WHEREAS, the City desires to host an Air Show at the Lubbock International
Airport; and
WHEREAS, ASN possesses the skills and expertise necessary to design and
manage the Air Show on behalf of the City;
NOW THEREFORE, for and in consideration of the terms, covenants and
conditions set forth in this Agreement, the City and ASN agree as follows:
1. DEFINITIONS
A. Defined Terms. As used in this Agreement, the following terms have the
meanings indicated below:
"Air Show" includes the performance of military and professional civilian
performers, air operations, static displays and other event activities open to the
public for both Saturday and Sunday as well as performances on the preceding
Friday with viewing opportunities for media representatives, corporate patrons
and sponsors, and specific groups, including but not limited to, seniors and
physically handicapped persons.
"Air Show Schedule" means a schedule of activities, including but not limited to,
pre -production activities, set-up and teardown, and performance schedule.
"City" means the City of Lubbock Aviation Department.
"Concessions" means the operations at the Scheduled Air Show that generate
revenue by the sale of food, beverages, merchandise, souvenirs, or other air show
related items.
"Operations Plan" has the meaning ascribed to it in Exhibit A.
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"-Onsite Generated Revenue" means revenue collected that is related to or arises
;from a Scheduled Air Show, including admission charges and parking fees, but
not including 1) any applicable sales taxes; 2) concession revenue; and ; )
Flightline Club and Box Seat revenue..
"Revenue" means funds collected from the sale or lease of goods or services
related to a Scheduled Air Show, excluding applicable sales taxes.
"Site" means the Lubbock International Airport and its airspace.
"Site Map" means a scale representation of the Air Show Facilities at the Lubbock
International Airport.
B. Construction of Certain Terms and Phrases. Unless the context of this Agreement
otherwise requires (i) words of any gender include each other gender; (ii) words
using singular or plural number also include the plural or singular number,
respectively; (iii) whenever this Agreement refers to a number of days, such
number shall refer to calendar days unless business days are specified. A1l
accounting terms used herein and not expressly defined herein shall have the
meanings given to them under Generally Accepted Accounting Principles
(GAAP).
2. TERM OF AGREEMENT
This Agreement shall commence upon execution by both parties and shall terminate
upon. (1) the completion of the services set forth in the Scope of Work, Exhibit A,
attached hereto and made a part of this Agreement, for each of three Air Shows scheduled
in 20021 2004, and 2006, or (2) the termination by City pursuant to the provisions of this
Agreement, whichever event occurs first.
3. COMPENSATION
A. City and ASN shall agree on a budget for each Air Show, which shall not be
exceeded without prior approval by the City. The City shall pay ASN the actual
expenses incurred by ASN for each Air Show. Payments to ASN shall be made
according to the schedule attached as Exhibit B and made a part of this
Agreement. ASN shall submit invoices for actual expenses and the City
representative shall verify and audit these expenses.
B. City shall receive ninety percent (90%) and ASN shall retain ten percent (10%)
of all Onsite Generated Revenue as defined herein.
C. City shall receive twenty percent (200/0) and ASN shall receive eighty percent
(80° o) of all Flight Line Club and Box Seat Revenue.
:fir Show Services Agreement, City of Lubbock and Tile ;fir Show Neiwori;
D. City shall receive twenty percent (20%) and ASN shall retain eighty percent
(80%) of all Concession Revenue up to Two Hundred Thousand and no/100
Dollars ($200,000.00). For any amount over Two Hundred Thousand and
no/100 Dollars ($200,000.00), City shall receive twenty-five percent (25%) and
ASN shall retain seventy-five (75%) of all Concession Revenue. In no case
shall City's share of concession sales revenue be less than Twenty -Five
Thousand and no/100 Dollars ($25,000.00)
E. City shall set the price for Chalets and retain one hundred percent (100%) of
Chalet sales revenue. ASN shall receive Two Thousand Five Hundred and
no/100 Dollars ($2,500.00) for each 100 -seat Chalet Package that the City
requests, and One Thousand Two Hundred Fifty and no/100 Dollars ($1,250.00)
for each 50 -seat Chalet Package. ASN shall provide catering at the Chalets at a
rate of Twenty-two and 95/100 Dollars ($22.95) per person for full catering.
ASN shall receive nine and 95/100 Dollars ($9.95) per person for beverage -only
catering. City shall receive no revenues from catering.
F. ASN shall assist City with the sale of sponsorships. City shall retain one
hundred percent (100%) of the money received on the sponsorships acquired
solely by the City. If the City brings in a sponsor but asks ASN for assistance in
working with the sponsor, City shall retain eighty percent (80%) of the money
received from the sale of the sponsorship and ASN shall receive twenty percent
(20%). Any sponsorship acquired solely by ASN shall entitle ASN to eighty
percent (80%) and the City to twenty percent (20%) of the money received from
the sale of the sponsorship. City shall obtain approval from ASN prior to
soliciting sponsorships from hotels, automotive companies, waste service
providers, aviation fuel providers, or media outlets.
G. ASN shall have no claim against City for any compensation or payment in
addition to those specified in this Section.
H. In the event that City may receive any invoice or claim for the payment of any
cost related (or purportedly related) to the Air Show, City shall forward such
invoice or claim for payment to ASN for disposition.
4. REPRESENTATIONS AND WARRANTIES
A. Existence. ASN is a corporation duly organized, validly existing, and in good
standing under the laws of the State of California and is qualified to carry on its
business in the State of Texas.
B. Corporate Power. ASN has the corporate power to enter into and perform this
Agreement and all other activities contemplated hereby.
C. Authorization. Execution, delivery, and performance of this Agreement and the
activities contemplated hereby have been duly and validly authorized by all the
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requisite corporate action on the part of ASM. This Agreement constitutes legal,
valid, and binding obligations of the ASN and is enforceable in accordance with
the terms thereof.
D. Qualifications. ASN maintains a professional staff and employs, as needed,
other qualified specialists experienced in presenting and conducting air shows,
and is familiar with all laws, rules, and regulations, both state and federal.
including, without limitation the applicable laws, regarding the activities
contemplated hereby.
E. Performance. ASN will and shall conduct all activities contemplated by this
agreement in a good and workmanlike manner, and comply with all laws, rules,
and regulations, both state and federal, relating to the presentation and conduct
of air shows, as contemplated hereby.
. Use of Copyrighted Material. ASN warrants that any materials provided by
ASN for use by City pursuant to this agreement shall not contain any
proprietary material owned by any other party that is protected under the
Copyright Act or any other similar law. ASN shall be solely responsible for
ensuring that any materials provided by ASN pursuant to this Agreement satisfy
this requirement and ASN agrees to hold City harmless from all liability or loss
to which City is exposed on account of ASN's failure to perform this duty.
G. ASN makes no representations or warranties that the City will receive revenues
in excess of expenses to produce the Air Show. The City shall be liable for any
shortfall in revenue and benefit from any surplus in revenues over the actual
expenses incurred to produce the Air Show.
5. SCOPE OF WORK
ASN shall provide services that shall be in accordance with the Scope of Work as set
forth in Exhibit A, attached hereto and made a part of this Agreement. ASN shall provide
progress reports to the Deputy Aviation Director according to a mutually agreed-upon
schedule.
The Air Show Network Letter of Intent, dated July 5, 2001, attached hereto as Exhibit C
is made a part of this Agreement. If, or whenever, Exhibit C conflicts with any other
portion of this Agreement the Agreement shall take precedence over the language in
Exhibit C.
6. COMPLIANCE WITH APPLICABLE LAWS
ASN shall comply with all applicable federal, state and local laws, statutes, ordinances,
rules and regulations relating, in any way to the activities under this Agreement, and any
amendments thereto. Without limitation on this requirement, ASN shall:
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A. Obtain and deliver the appropriate Certificate of Waiver and/or Authorization
from the Federal Aviation Agency (FAA) prior to the Air Show and shall at all
dimes be solely responsible to ensure compliance with all provisions of the
Waiver.
B. Obtain all necessary public health and assembly permits with the cooperation of
the City.
C. Obtain approval from the proper authorities for any pyrotechnics that may be used
in the Air show.
D. Provide public restroom facilities as required by the City of Lubbock Health
Department.
E. ASN or it's subcontractors shall pay promptly all taxes and assessments which
may be levied by a federal, state, county, city, or other tax levying body on any
taxable interest of ASN or it's subcontractors and all excise, license, and permit
fees of whatever nature applicable to the operation of the Air Show.
A copy of all necessary documents, but not limited to, Certificate of Waiver from the
FAA, licenses, and permits, shall be provided to the City not less than five (5) days prior
to the start of the Air Show.
7. INDEMNIFICATION OF CITY AGAINST LIABILITY
City of Lubbock shall not be liable or responsible for, and shall be saved and held
harmless by ASN from and against any and all suits, actions, losses, damages,
claims, or liability of any character, type, or description, including all expenses of
litigation, court costs, and attorney's 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, directly or indirectly, in whole or in part, the
performance of ASN under this agreement.
8. INSURANCE
A. General. ASN shall procure and carry, at its sole cost and expense through the life
of this Agreement insurance protection hereinafter specified, except that the Air
Meet Liability and Weather Insurance in BA. below will be purchased by ASN on
behalf of the City and included in each Air Show budget as agreed to between the
City and ASN. All insurance policies shall be in form and substance satisfactory
to the City. City must approve all policies prior to the commencement of any
activities whether performed by the ASN, subcontractor, agents, or third parties.
The insurance carrier must be an insurance company authorized to transact
business in the State of Texas and have a Best's Financial rating of A: VII. A
Certificate of Insurance specifying each and all coverage shall be submitted to
City prior to the execution of this Contract. All insurance shall be prepared and
Air Show Services Agreement, City of Lubbock and The Air Show Network
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executed by the insurance company or it's authorized agents and shall contain an
endorsement naming the City of Lubbock an additional insured. Written notice of
cancellation or any material change will be provided thirty (30) days in advance
of cancellation or change. All insurance, other than Workers' Compensation,
shall provide a waiver of subrogation in favor of the City of Lubbock, and shall
contain cross liability and severability clauses.
B. Required Coverage. ASN shall obtain and maintain policies of insurance
throughout the Agreement term in limits specified below.
1. Worker's Compensation. The Contractor shall maintain Workers'
Compensation and Employer's Liability insurance coverage as required by
statute or coverage approved by the City Risk Management Coordinator.
2. Commercial General Liability. ASN shall maintain Commercial General
Liability coverage endorsed to include premises/operations, contractual
liability, and independent contractors' and completed operations. The policy
shall have a minimum of Million and no/100 Dollars ($_,000,000)
combined single limit in the aggregate and per occurrence.
3. Commercial Automobile Liability. ASN shall maintain Commercial
Automobile Liability coverage with a minimum of One Million and no/100
Dollars ($1,000,000) combined single for Bodily Injury and Property
Damage and shall include any auto or in the alternative, owned autos, non -
owned autos and hired autos.
4. Air Meet Liability and Weather. ASN shall purchase Air Meet Liability and
Weather Insurance on behalf of the City in an amount agreed upon between
City and ASN.
ASN and subcontractors shall procure and maintain their insurance coverage until all of
their obligations under this Agreement have been discharged or satisfied, including any
warranty periods.
The insurance requirements listed herein are minimum requirements for this Agreement
and in no way limit the indemnity covenants contained in this Agreement. The City in no
way warrants that the minimum limits contained herein are sufficient to protect ASN
from liabilities that might arise out of the performance of the work under this Agreement
by the ASN, his agents, representatives, employees or subcontractors.
ASN's certificates shall include all subcontractors as insured's under its policies or ASN
shall furnish to the City separate certificates for each subcontractor. All insurance
coverage for subcontractors shall be subject to the minimum requirements identified
above.
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Any modification or variation from the insurance requirements in this contract must have
prior approval from the City of Lubbock Risk Management Coordinator, whose decision
shall be final. Such action will not require a formal contract amendment, but may be
made by administrative action.
9. AIRPORT OPERATIONS
ASN acknowledges the authority of the City with regard to the conduct of all operations
at the Airport. ASN shall at all times abide by any conditions imposed by the Federal
Aviation Administration or City for the event. ASN's designated agent shall be subject to
the reasonable direction of City at all times during the event. Direction may include the
right to cancel or modify the Air Show at any time when, in the sole judgment of the
City, such modifications are necessary to accommodate an emergency situation or for
public safety. ASN shall take all necessary steps to assure that principles of good
airmanship and safety are strictly enforced, including but not limited to, grounding
operators of aircraft as necessary.
ASN shall furnish an Aerial Event Controller ("Airboss"), who shall be the sole and
exclusive authority for controlling all flying activities in the Air Show. At the conclusion
of the Air Show performances, the Airboss shall return control of the airspace to the local
controllers.
City shall not be liable to ASN for any loss which it might sustain as the result of
modification or cancellation of the Air Show plan undertaken pursuant to the authority
described in Paragraph 1 of this section.
10. CITY'S RESPONSIBILITIES
A. The City hereby grants ASN an exclusive right to provide all concessions,
including food, beverages, novelties, confections, sundries, and film for sale at
each Scheduled Air Show with the exception of sales within the museum. The
City shall retain all proceeds from museum food and merchandise sales;
however, museum food sales shall be limited to on -premises consumption.
B. City shall make the site available to ASN at City's expense.
C. City shall provide reasonable access to the site for ASN's vehicles and
personnel, including any vehicles of ASN's contractors and suppliers, at least
one hundred twenty (120) hours prior to each Scheduled Air Show and at least
forty-eight (48) hours after each Scheduled Air Show.
D. City shall provide ASN and ASN's contractors' access to the ramp for set-up a
minimum of forty-eight (48) hours prior to the first Scheduled Air Show, as
agreed in the Operations Plan.
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E. City shall provide limited site preparation and maintenance, such as grass
cutting, maintenance and repair of on -airfield property as would be the case in
the normal operation of the airport. Such site preparation and maintenance
shall not include the use of City trades people for Site set-up, teardovvn, or
clean up in connection with any ASN services.
F. City shall provide access to minimum quantities of portable water.
G. City shall provide:
1. Sufficient fire response to support all activities associated with the Air Show:
2. Adequate security and airport personnel to conduct normal Airport
operations;
I Personnel required for safe and orderly traffic management on the Site.
H. City shall secure access to any tenant controlled property required for the safe
and efficient conduct of the Air Show,
L City shall provide access to secure office space, including telephones, for a
period not less than three months prior to the first Scheduled Air Show.
J. City shall provide at least one staff member to act in the role of liaison between
City and ASN. Joe Hays is designated as the City's liaison.
11. CONDITION OF LUBBOCK INTERNATIONAL AIRPORT
ASN shall be responsible for the repair of any damage to the Site caused by any activity
of ASN or its subcontractors arising from or related to a Scheduled Air Show. ASN shall
immediately repair, to the sole satisfaction of City, any damage to the Site, including but
not limited to, Airport operating surfaces, Airport parking lots, or premises of Airport
tenants.
12. EXPENSES
Each party will pay its own costs and expenses incurred in connection with the
negotiation, execution, and closing of this Agreement.
13. LIENS
ASN shall not place or allow any of its subcontractors to place any liens against the City
by reason of any work, labor, services or materials provided as a result of this Agreement.
If any such lien is filed against the City, ASN shall cause the lien to be discharged of
record within sixty (60) days of notification that the lien was filed.
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14. INDEPENDENT CONTRACTOR STATUS
ASN and City agree that ASN shall perform the duties under this Agreement as an
independent contractor. ASN has the sole discretion to determine the manner and means
in which the services are to be performed.
15. CONTRACTS
ASN shall have the right to use outside contractors to manage certain portions of the Air
Show, including but not limited to Airboss, narrators, concessions sales, merchandise
sales, construction, communications, transportation, parking, sanitation, set-up and take
down, and air operations. ASN shall have full authority on the selection of all
contractors, provided however, that ASN shall give preference to local suppliers insofar
as such preference is commercially reasonable as determined in the sole and absolute
discretion of ASN.
Notwithstanding the preceding provision, ASN's selection of contractors shall be subject
to the City's right of approval, provided that such right of approval shall not be
unreasonably withheld. In the event the City does not provide ASN with written notice
of rejection within 10 days of the date of submission of the selected contractors, the
selected contractors shall be deemed approved by the City.
ASN shall be fully responsible to the City for the performance of contractors, or
subcontractors or any other persons either directly or indirectly performing any of the
Services such that the Services are performed in accordance with this Agreement.
Nothing contained in this Agreement shall create any contractual relationship between
the City and any such person or subcontractor, nor shall this Agreement create any
obligation on the part of the City to pay or to ensure that payment is made to any
subcontractor of any sums.
ASN shall provide a list of the subcontractors it plans to use in the Plans submitted in
accordance with Exhibit A.
16. CONFIDENTIALITY
ASN shall retain all information received from or concerning the City and the City's
business in strictest confidence and shall not reveal such information to third parties
without prior written consent of the City, unless otherwise required by law.
All data, including originals, images and reproductions, prepared by, obtained by, or
transmitted to ASN in connection with this Agreement is confidential, proprietary
information owned by the City. Except as specifically provided in this Agreement, ASN
shall not disclose data generated in the performance of this Agreement to any third party
without the prior written consent of the City. The obligations of ASN under this section
shall survive the termination of this Agreement.
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17. CONTACTS WITH THIRD PARTIES
Should,ASN be contacted by any person requesting information or requiring testimony
relative to the services provided under this Agreement or any other prior or existing
Agreement with the City, ASN shall promptly notify the City. ASN shall not disclose
such information or give such testimony without the consent of the City or a valid court
order. It is agreed that a violation of this Section shall be deemed to cause irreparable
harm that justifies injunctive relief in a court of law. The obligations of ASN under this
Section shall survive the termination of this Agreement.
13. AUDIT AND RECORDS
A. Audit. ASN shall provide access to its corporate books and records to the City
relative to all transactions directly involving the Air Show. The City may audit, at
its expense and during normal business hours, ASN's books and records with
respect to this Agreement between ASN and City.
B. Records. ASN shall maintain records that are necessary to substantiate the
services provided by ASN. All records pertaining to this Agreement shall be kept
on a Generally Accepted Accounting Principles (GAAP) basis for a period of four
years following termination of the Agreement.
19. CONTRACT AMENDMENTS
No amendment, modification, or alteration of the terms of this Agreement shall be
binding unless such amendment, modification, or alteration is in writing, dated
subsequent to this Agreement, and duly executed by ASN and City.
Changes to the Services may be made and the compensation to be paid to ASN may be
adjusted by mutual agreement, but in no event may the compensation exceed the amount
authorized without further authorization by the City Council. It is specifically understood
and agreed that no claim for extra work done or materials furnished by ASN will be
allowed except as provided herein, nor shall ASN do any work or furnish any materials
not covered by this Agreement unless first authorized in writing. Any work or materials
furnished by ASN without prior written authorization shall be at ASN's risk, cost and
expense, and ASN agrees to submit no claim for compensation or reimbursement for
additional work done or materials furnished without prior written authorization.
20. NON -ASSIGNABILITY
This Agreement is in the nature of a personal service agreement and ASN shall have no
power to assign its rights and obligations under this Agreement without the prior written
consent of City. Any attempt to assign without such prior written consent shall be void.
21. NOTICES
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Any notice, consent or other communication required or permitted under this Agreement
shall by in writing and either delivered in person, sent by facsimile transmission, or
deposited in the United States mail, postage prepaid, registered or certified mail, return
receipt requested.
If to ASN: Umbrella Entertainment Group
Attn: James J. Breen
6385A Rose Lane
Carpinteria, CA 93013-2923
If to City: City of Lubbock
Attn: Director of Aviation
Lubbock International Airport
Lubbock, TX 79401
22. GOVERNING LAW; FORUM; VENUE
THIS CONTRACT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. THE PARTIES
HERETO HEREBY IRREVOCABLY CONSENT TO THE EXCLUSIVE
JURISDICTION AND VENUE OF THE COURTS OF THE STATE OF TEXAS,
COUNTY OF LUBBOCK, FOR THE PURPOSES OF ALL LEGAL PROCEEDINGS
ARISING OUT OF OR RELATING TO THIS CONTRACT OR THE ACTIONS THAT
ARE CONTEMPLATED HEREBY.
23. TERMINATION OR SUSPENSION OF SERVICES
A. If either ASN or City shall terminate this Agreement, within the one hundred
eighty (180) days prior to a scheduled air show, for reasons other than those
described in Section 24, the other party shall be entitled to the sum of fifty
thousand dollars ($50,000.00) as liquidated damages in addition to reimbursement
of any expenses incurred by the non -terminating party in anticipation of the air
show. Termination more than 180 days prior to a scheduled air show will not
entitle the non -terminating party to liquidated damages.
B. City's Right to Terminate
The City reserves the right, at the discretion of the Director of Aviation, to
terminate this Agreement without cause by notifying ASN in writing.
C. Immediately upon receiving a written notice to terminate or suspend services
under Section 23, Paragraphs A or B, or under Section 24, the parties shall take
the following steps:
1. ASN shall discontinue advancing the work in progress or such part that is
described in the notice.
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2. ASN shall deliver to. the City all collected raw data, draft reports, preliminary
reports, working papers, estimates and forecasts entirely or partially completed,
together with all unused material supplied by the City.
3. City shall compensate ASN for management services performed to the date of
its receipt of the Notice of Termination, including reimbursement for all
reasonable costs and expenses incurred by ASN in terminating the work,
including demobilization of field service over and above fees already received
or due at the time of termination.
4. After verification and audit, City shall compensate ASN for actual expenses
(within the approved budget) incurred by ASN on behalf of the Air Show in a
timely manner.
D. Temporary Suspension
The Director of Aviation may, by written notice, direct ASN to suspend
performance on all or any part of the Services for such period of time as may be
determined by the City to be necessary or desirable for its convenience. City will
reimburse additional reasonable expenses that are a direct result of a requested
suspension of the ASN's services. Any claim by ASN must be made promptly and
supported by appropriate documentation.
24. FORCE MAJEURE
It is expressly understood and agreed by the parties to this Agreement that if an air show
is delayed or cannot be performed as agreed and obligations cannot be performed by
either party under this Agreement because of circumstances beyond its control, including
but not limited to war, civil commotion, acts of God, inclement weather, natural disasters,
governmental restrictions, regulations, or interferences, fire or other casualty, court
injunction, unavoidable and unforeseeable site conditions or the unforeseeable inability to
obtain necessary site access, authorization, permits, licenses, certifications and approvals,
then the obligated party shall not be responsible for or deemed in breach hereof because
of nonperformance or delay in the performance of its obligations to the extent that the
circumstances were beyond its control, without its fault or negligence, and could not have
been prevented by the exercise of due diligence.
25. DOCUMENTATION
A. Title
All documents including, but not limited to, artwork, copy, posters, billboards,
photographs, videotapes, audio tapes, system designs, drawings, estimates, field
notes, investigations, software, reports, diagrams, surveys, analysis, studies, or
any other original works of authorship created by ASN in the performance of this
Agreement are to be and remain "works for hire" under Title 17, United States
Code, and the property of the City and all copyright ownership and authorship
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rights in the work(s) shall belong to the City pursuant to 17 U.S.C. 201(b). In the
event that the work(s) that is/are the subject matter of this Agreement is deemed
,to not be work for hire, then ASN hereby assigns to the City all of the right, title
and interest for the entire world in and to the work(s) and the copyright therein.
ASN agrees to cooperate and execute additional documents reasonably necessary
to conform to its obligations under this paragraph.
All documents, together with all unused materials supplied by the City, are to be
delivered to the Director of Aviation upon completion or termination of this
Agreement and before the final payment is made to ASN.
B. Dissemination and Retention
There shall be no dissemination or publication of any information gathered, or
documents prepared in the course of the performance of the services without the
prior written consent of the City. Should the Director of Aviation, upon advice of
counsel, deem it necessary, due to existing or anticipated litigation, to assert a
legal privilege of protection and non -disclosure with regard to the subject matter
of this Agreement, then, and in that event, upon written demand, ASN shall
relinquish to the possession and control of the Director of Aviation its entire: file
related to this Agreement and only those portions of said file deemed by the City
to be not privileged shall be returned to ASN pending the resolution of the
existing or anticipated litigation.
C. Format and Quality
All documents prepared by ASN shall be prepared in a format and at a quality
level approved by the City.
D. Document Review
ASN shall review all documents provided by the City related to the performance
of the services and shall promptly notify the City of any defects or deficienci-2s
discovered in such review.
E. Submittals
ASN shall provide in a timely manner all submittals and all documents, if any,
required of ASN to the City for review.
26. SEVERABILITY
If any provision of this Agreement is ever held to be invalid or ineffective by any court of
competent jurisdiction with respect to any person or circumstances, the remainder of this
Contract and the application of such provision to persons and/or circumstances other than
those with respect to which it is held invalid or ineffective shall not be affected thereby.
27. CAPTIONS
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The captions for the articles and sections in this Agreement are inserted in this
Agreement strictly for the parties' convenience in identifying the provisions to this
Agreerpent and shall not be given any effect in construing this Agreement.
28. ENTIRE AGREEMENT
This Agreement, including Exhibits attached hereto, contains the Entire Agreement
between the City and ASN, and there are no other written or oral promises, conditions,
warranties, or representations relating to or affecting the matters contemplated herein.
EXECUTED this 25th
CITE' OF LUBBOCK
day of April 2002.
iIUIh
WINDY SITT , MAYOR
ATTEST:
Rebecca Garza
City Secretary
APPROVED AS TO CONTENT
Mark Are
Dir for of Aviation
Air Shov. Contract Discussion Draft August 26, 2002
THE UMBRELLA ENTERTAINMENT
GROUP, a California Corporation, d.b.a.
THE AIR SHOW NETWORK
137y:
Title: Rxsi
APPROVED AS TO FORM:
Linda L. Chamales
Supervising Attorney, Office Practice
Air Show Services Agreement. City of Lubbock and The Air Show Network
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Resolution No. 2002—RO150
EXHIBIT A
SCOPE OF WORK
ASN shall be responsible for the following Scope of Work:
Air Show Plan. ASN shall submit to City an Air Show Plan as coordinated
with all participating parties in the Air Show. The Air Show Plan shall contain
information in detail sufficient for City to fully understand the scope, schedule,
coordination plans, and physical layout of all Air Show related activity. ASN
shall include in its plan a Site Map detailing all Air Show operations as well as
an Air Show Schedule providing specific identification of participating acts. The
Air Show Plan must be approved by the City prior to implementation. ASN
shall direct and choreograph all Air Show activities in accordance with the
approved Air Show Plan. ASN shall be responsible for entering into contracts
with performers and coordinating with City and any other Governmental or
regulatory authority to ensure the successful implementation of the approved Air
Show Plan. The Air Show Plan shall address all of the items outlined in this
document, "Exhibit A, Scope of Work".
2. Operations. ASN shall be solely responsible for day-to-day operations of the
Air Show, including the following:
(a) Coordination with airport tenants;
(b) Issuance of NOTAM's;
(c) Briefings with Air Traffic Control Tower Personnel, Federal Aviation
Administration (FSDO) and Airport Staff,
(d) Designation of runway closures;
(e) Crowd control;
(f) Public announcements and narration;
(g) Aircraft parking;
(h) Reservation of airspace.
(i) A Contingency Plan in the event of inclement weather.
Concessions. In accordance with the approved Air Show Plan, ASN shall be
solely responsible for Concession Operations for the Air Show, and shall
conduct all Concession activity, including the following:
(a) Exclusively provide all food and soft drink booths, ice cream booths, beer
booths, novelty booths and film booths for the Air Show as set forth in
Addendum I.
(b) Provide booths which will be completely self-contained and will require no
electricity.
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(c) Assemble and take down all booths and concession equipment. The booths
shall be operational by 0800 hours on the day of the Air Show and removed
no later than 2000 hours on the final day of the Air Show. The booths shall
be open for business from approximately 0800 hours until approximately
1700 hours each day of the Air Show. Booths and equipment will be cleaned
by the sales team assigned to the booth. Following trash pick-up by the sales
team, the sweeping of the ramp area will be the responsibility of the City.
(d) Select and provide menu items which, in its opinion, shall best maximize
revenues, based on regional tastes and seasonal weather factors.
(e) Price all food and novelty items with regard to the percentage due the City,
local costs of raw materials and at prices which are consistent with those
charged at comparable Air Shows in the United States.
(f) Use its best efforts to access local vendors for food products, including
vendors who in the past have been loyal to the City and who offer
comparable and reasonable pricing. The final decision on vendors will be
made by the ASN, and ASN will notify the City of vendors selected upon
request.
(g) Provide an on-site management team to execute the concessions program.
The City is not responsible for providing compensation to the on-site
manager or to supervisors provided by ASN. Training of the sales force shall
be conducted by ASN.
(h) It is agreed that all employees of ASN will dress professionally and conduct
themselves in a courteous manner.
(i) Comply with all applicable laws pertaining to persons employed by ASN
regarding wages, workmen's compensation, and the equal opportunity service
contract act.
City may require copies of any souvenir concession contracts and shall have the
right to approve the concession operators and the location of any concession
facilities to be temporarily installed at the Airport. ASN warrants that the sale of
all items shall comply with applicable state and local laws.
4. Ticketing. ASN shall be solely responsible for production, distribution and sale
of tickets for the Air Show. ASN shall create and implement a system for
advance and on-site ticket sales, and shall provide adequate audit systems,
checks and balances. All ticketing operations shall be carried out in accordance
with the approved Air Show Plan.
5. Publicity. ASN shall be solely responsible for publicity, including:
(a) Notices to airport tenants;
(b) Advertising;
(c) Printed programs;
(d) Public relations; and
(e) Media relations.
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ASN shall carry out all publicity operations in accordance with the approved Air
Show Plan. ASN shall confer with City on all community relations issues. The
City will have editorial approval for all communication material that references
the City and/or the Lubbock International Airport and ASN will also have
editorial approval for any reference to the Air Show in any collateral promotions
made by City. The publicity campaign, at a minimum, shall include plans for the
following:
(a) Group ticket sales;
(b) Graphics and poster production;
(c) Production of event specialty items, i.e. t -shirts, caps, pins, etc.;
(d) A community awareness program to mitigate negative community response
to additional noise, traffic congestion and aircraft activity in neighboring
communities;
(e) Development of event logo and/or theme;
(f) Display of event banners;
(g) Event Master of Ceremonies/announcer scripts, announcer accommodations,
etc.;
(h) VIP scripts or other event scripts as needed;
(i) Coordinating with the Director of Aviation on an article in The Avalanche -
Journal;
(j) Interfacing with local school systems to promote the Air Show;
(k) Coordinating correspondence with reunion groups, local veteran groups, etc.;
(1) Providing event notification in air show calendar publications;
(m) Coordinating opening ceremonies with Director of Aviation; and
(n) Coordinating media and VIP rides with Director of Aviation.
6. Maintenance. ASN is solely responsible for obtaining the necessary support
equipment for the Air Show.
7. Facilities. ASN is solely responsible for providing and maintaining facilities for
the Air Show, and shall carry out this function in accordance with the approved
Air Show Plan. At a minimum, ASN shall be responsible for the following:
(a) Designation of spectator and non -spectator areas;
(b) Provision of pedestrian corridors;
(c) Placement and removal of portable toilets;
(d) Placement and removal of trash receptacles;
(e) Placement and removal of narration platform;
(f) Placement and removal of booths;
(g) Placement and removal of chalets;
(h) Placement and removal of tents; and
(i) Placement and removal of fencing.
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ASN shall be responsible for clean up and restoration of the Site following
completion of the Air Show in accordance with the Air Show Plan. ASN shall
,also provide for the clean up and disposal of any and all oil, waste oil, waste fuel,
waste solvents, fuel, solvents or absorbent materials contaminated with oil, fuel or
solvents.
8. Parking Services. ASN shall be solely responsible for automobile parking
operations and traffic control. Parking operations shall be carried out in
accordance with the approved Air Show Plan and will include provisions for the
following:
(a) VIP Parking;
(b) Spectator parking;
(c) Staff, tenant and employee parking;
(d) Valet parking;
(e) Shuttles;
(f) Traffic control;
(g) Barricades; and
(h) Dust control (if appropriate).
9. Emergency Services. ASN include in its Air Show Plan provisions for
emergency services, including the following:
(a) Medical providers;
(b) Rescue unit(s);
(c) Air evacuation services
10. Security Services. ASN shall be solely responsible for providing the following
security services in accordance with the approved Air Show Plan:
(a) Spectator area;
(b) Tiedown area; and
(c) Static display area.
11. Transportation and Accommodations. ASN shall provide commercially
reasonable transportation and accommodations for all contracted Air Show
performers.
12. Military Liaison. ASN shall provide sufficient staff support to effectively liaison
with any military contact regarding a military jet demonstration team, other
military performers, static displays, or any other issues related to a Scheduled Air
Shoe-.
Air .Show Services Agreement, City of Lubbock and The Air Show Network
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13. Communications. ASN shall provide a commercially reasonable sound system
for the Air Show, including but not limited to, a public address system and a
,communications system for key Air Show personnel.
14. Construction. ASN shall provide sufficient staff and materials for the
construction of any facilities required, including but not limited to, box seating,
fencing, and chalets.
15. Temporary Facilities. ASN shall provide additional facilities and services as it
deems necessary to produce the Air Show, including but not limited to, event
ticketing, credentials, on-site signage, tents, fencing, seating, public facilities, and
other temporary event structures.
16. Corporate Chalet. If requested, ASN shall provide to the City a 40 -foot by 40 -
foot corporate chalet for up to 150 invited guests of the City and up to 150
complimentary admission tickets per day of any Scheduled Air show. ASN shall
provide for full catering services at ASN's expense for the City guests. Menu
choices will be similar to those offered to all other corporate chalets at the air
show.
17. Volunteer Coordination. ASN shall be responsible for establishing the number
of volunteers required for all activities at the Air Show, and the feeding and
clothing of volunteers on Scheduled Air Show days. ASN will also be responsible
for the compensation of the concession volunteers. The volunteer requirements
will be detailed in the Air Show Plan. City shall be responsible for recruiting
volunteers and making them available to ASN.
18. Fuel and Maintenance. ASN shall be responsible for providing fuel for the Air
Show at its own expense. If the fuel is not obtained through a Fixed Base
Operator, any other fueling is subject to written City approval. ASN shall require
all event participants to perform maintenance, service, repair, overhaul and/or
fueling work upon aircraft only in areas approved in advance by City.
19. First Aid. ASN shall provide first aid facilities as necessary to accommodate
reasonably anticipated public spectators at the Air Show. First Aid provisions
shall be described in the Air Show Plan.
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Resolution No. 2002-R0150
Exhibit B
Payment Schedule
The City shall pay progress payments to ASN to cover expected expenses for the show in
the following order. ASN must invoice the City for each progress payment and provide a
full accounting of all expenses with the final accounting of revenues and expenses no
later than 30 days after the conclusion of the Air Show.
Upon execution of the contract
June 1, 2002
July 1, 2002
August 1, 2002
Final Settlement:
Initial Payment
Progress Payment
Progress Payment
Progress Payment
$30,000
25% of Budget
25% of Budget
25% of Budget
Remaining Balance
ASN shall provide a final accounting to the City on or before October 1, 2002
documenting all expenses and revenues from the Air Show as well as determine the
amounts due the City and/or ASN. This includes amounts due the City from concessions
and the amounts due ASN from "Onsite Generated Revenue" and Sponsorships.
Payment schedules for the Air Shows in 2004 and 2006 will be agreed upon between
the parties at the time the Budget is set.
Air Show Services Agreement, City of Lubbock and The Air Show Network
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