HomeMy WebLinkAboutBill Graham Enterprises Ind dba White River Amphitheatre~..~~~~
CITY OF AUBURN AGREEMENT
FOR TRAFFIC MANAGEMENT SERVICES
THIS AGREEMENT is made and entered into on this 28th day of June 2007, by and
between the City of Auburn, a municipal corporation of the State of Washington, hereinafter
referred to as the "City" and Bill Graham Enterprises, Inc., d/b/a V+;~'hite l~~:e~~:r ~,n~i~itl~eatr~;, with
principal offices at 40601 Auburn Enumclaw Road, Auburn, WA 98092 hereinafter referred to
as the "WRA."
WITNESSETH:
WHEREAS, the WRA is engaged in the operation of the Amphitheater operation where it
produces live musical and other entertainment events ("Events") and is in need of services of
individuals, employees of the City of Auburn for providing technical services to manage the
Intelligent Transportation System (ITS) owned by the City of Auburn on SR 164; and,
WHEREAS, the City desires to provide such services on a cost reimbursement basis in
connection with the City's normal work on the ITS System; and,
WHEREAS, the WRA is willing and agreeable to provide payment on a monthly basis
for such services upon the terms and conditions herein contained.
NOW, THEREFORE, the parties hereto agree as follows:
WRA Responsibilities.
A. The WRA shall provide a 30 calendar day advance notice to the City's
Traffic Engineer of the proposed annual WRA schedule of events and a 14 calendar day
advance notice of the dates and times of specific events that the City's ITS services are
requested.
B. The WRA designee shall coordinate with the City's Traffic Engineer to
determine which events require the City's ITS services for ingress, egress, or both;
C. The WRA shall keep the City's Traffic Engineer or designee informed of
the following items specific to each scheduled event:
i. projected traffic volumes associated with each event to aid in
planning;
ii. projected start and end times for each event;
iii. whether ITS services are requested for ingress, egress, or both;
iv. updates during each event related to schedule changes that could
affect traffic on SR 164;
v. and any other event specific activities that may impact the traffic to or
from the WRA event.
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D. WRA shall provide and maintain a current cell phone number that is
available during all WRA events to the City's Traffic Engineer.
2. Cit..~ponsibilities.
A. The City shall provide, in a good and professional manner, management of
the ITS system on SR 164 during certain WRA events, which for the purposes hereof,
management refers to steps taken to optimize the flow of traffic on SR 164 during said
WRA events;
B. The City shall designate appropriately trained and knowledgeable staff to
manage ITS on SR 164 during certain WRA events;
C. The City Traffic Engineer shall coordinate with the WRA designee to
determine which events require ITS services for ingress, egress, or both;
D. The City shall inform the WRA via email the name and cell phone number
of staff assigned to specific event;
E. The staff assigned to each event shall provide regular updates during the
ingress and egress related to available traffic progression issues to the WRA designee as
soon as practical;
F. The City shall rely on existing policies and procedures related to signal
malfunctions during scheduled WRA events and make every effort to remedy unforeseen
issues in a timely manner to minimize impacts to users of SR 164 and adjacent streets.
3. Compensation: As compensation for the City's performance of the services
provided for herein, WRA shall pay the City Forty-Nine Dollars and No Cents ($49.00)
per hour for management of the ITS System for each event that the City provides
service. The City estimates that approximately 8 to 10 hours per event, including one
hour set up time and assuming the employee works until 1 AM, will be required for each
event. WRA will notify the City of the desired start time for each event which will be the
official start time for the monitoring. E.g.: If the WRA desires a 4PM start time, the City
would begin at 3PM and bill based upon this work start time. The City employee
performing the work will send an email at the end of each event indicating the number of
hours worked on the event, and if necessary follow-up by close of business the following
work day. The actual invoice will reflect the same hours worked.
4. Time for Performance and Term of Agreement. The City shall perform the
services provided for herein in accordance with the direction and scheduling provided by
WRA for regular scheduled events providing that the WRA provides advance notice of
the event to the City's designated official as described herein.
5. Continuation of Performance.
In the event that any dispute or conflict arises between the parties while this Contract is in
effect, the parties agree that, notwithstanding such dispute or conflict, the City will
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continue to make a good faith effort to cooperate and continue work toward successful
completion of assigned duties and responsibilities provided that WRA is making
reimbursement payments for the services rendered to the City in a timely manner.
6. Administration of Agreement.
This Agreement shall be administered by the Traffic Engineer
on behalf of the City, and by the General Manager or Operations Manager, on behalf of the
WRA.
7. Notices.
A. All notices or communications permitted or required to be given under this
Agreement shall be in writing and shall be deemed to have been duly
given if delivered in person or deposited in the United States mail, postage
prepaid, for mailing by certified mail, return receipt requested, and
addressed, if to a party of this Agreement, to the address for the party set
forth above, or if to a person not a party to this Agreement, to the address
designated by a party to this Agreement in the foregoing manner.
B. Any party may change his, her or its address by giving notice in writing,
stating his, her or its new address, to any other party, all pursuant to the
procedure set forth in this section of the Agreement.
C. For notices of all WRA concert events to include the season schedule and
any schedule changes such notices must be received by email to the City
Traffic Engineer at least two weeks prior to any concert event for which
the WRA desires ITS management services under this agreement.
D. Any written notices required by the terms of this Agreement shall be
served on or mailed to the following addresses:
City of Auburn
Traffic Engineer
25 West Main
Auburn, WA 98001-4998
(253) 931-3010 Fax: (253) 931-3053
WRA
Bill Graham Enterprises, Inc., d/b/a
40601 Auburn Enumclaw Road
Auburn, WA 98092
Attention: Molly Zidow
-and-
Live Nation Worldwide, Inc.
9348 Civic Center Drive
Beverly Hills, CA 90210
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Attention: Cindy Parks, Senior Counsel, Global Venues and Alliances
8. Indemnification.
The WRA shall indemnify and hold harmless the City and its officers, agents and
employees, or any of them from any and all claims, actions, suits, liability, loss, costs,
expenses, and damages of any nature whatsoever, by any reason of or arising out of the
negligent act or omission of the WRA, its officers, agents, employees, or any of them
relating to or arising out of the performance of this Agreement. If a final judgment is
rendered against the City, its officers, agents, employees and/or any of them, or jointly
against the City and the WRA and their respective officers, agents and employees, or any
of them, the WRA shall satisfy the same to the extent that such judgment was due to the
WRA's negligent acts or omissions.
9. Assignment.
Neither party to this Agreement shall assign any right or obligation hereunder in whole or
in part, without the prior written consent of the other party hereto. No assignment or
transfer of any interest under this Agreement shall be deemed to release the assignor from
any liability or obligation under this Agreement, or to cause any such liability or
obligation to be reduced to a secondary liability or obligation.
10. Amendment, Modification or Waiver.
No amendment, modification or waiver of any condition, provision or term of this
Agreement shall be valid or of any effect unless made in writing, signed by the party or
parties to be bound, or such party's or parties' duly authorized representative(s) and
specifying with particularity the nature and extent of such amendment, modification or
waiver. Any waiver by any party of any default of the other party shall not effect or
impair any right arising from any subsequent default.
Nothing herein shall limit the remedies or rights of the parties hereto under and pursuant
to this Agreement.
11. Termination and Suspension.
A. Either party may terminate this Agreement upon written notice to the other
party if the other party fails substantially to perform in accordance with
the terms of this Agreement through no fault of the party terminating the
Agreement.
B. The City may terminate this Agreement upon not less than seven (7) days
written notice to the WRA for any reason.
C. WRA may terminate this Agreement upon not less than seven (7) days
written notice to the City for any reason.
12. Parties in Interest.
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This Agreement shall be binding upon, and the benefits and obligations provided for
herein shall inure to and bind, the parties hereto and their respective successors and
assigns, provided that this section shall not be deemed to permit any transfer or
assignment otherwise prohibited by this Agreement. This Agreement is for the exclusive
benefit of the parties hereto and it does not create a contractual relationship with or exist
for the benefit of any third party, including contractors, sub-contractors and their sureties.
13. Costs to Prevailing, Party.
In the event of such litigation or other legal action, to enforce any rights, responsibilities
or obligations under this Agreement, the prevailing parties shall be entitled to receive its
reasonable costs and attorney's fees.
14. Applicable Law.
This Agreement and the rights of the parties hereunder shall be governed by the
interpreted in accordance with the laws of the State of Washington and venue for any
action hereunder shall be in of the county in Washington State in which the property or
project is located, and if not site specific, then in King County, Washington; provided,
however, that it is agreed and understood that any applicable statute of limitation shall
commence no later than the substantial completion by the WRA of the services.
15. Cations Headings and Titles.
All captions, headings or titles in the paragraphs or sections of this Agreement are
inserted for convenience of reference only and shall not constitute a part of this
Agreement or act as a limitation of the scope of the particular paragraph or sections to
which they apply. As used herein, where appropriate, the singular shall include the plural
and vice versa and masculine, feminine and neuter expressions shall be interchangeable.
Interpretation or construction of this Agreement shall not be affected by any
determination as to who is the drafter of this Agreement, this Agreement having been
drafted by mutual agreement of the parties.
16. Severable Provisions.
Each provision of this Agreement is intended to be severable. If any provision hereof is
illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect
the validity of the remainder of this Agreement.
17. Entire Agreement.
This Agreement contains the entire understanding of the parties hereto in respect to the
transactions contemplated hereby and supersedes all prior agreements and understandings
between the parties with respect to such subject matter.
18. Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be one
and the same Agreement and shall become effective when one or more counterparts have
been signed by each of the parties and delivered to the other party.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
effective the day and year first set forth above.
CITY OF AUBURN
Peter B. Lewis, r
Attest:
Name:
Title:
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BILL GRAHAM ENTERPRISES, INC.
~~ ~~~~
D ielle E. Daskam City Clerk
STATE OF WASHINGTON )
ss.
COUNTY OF )
ON THIS day of , 200 ,before me, personally
appeared and , to
me known to be the and of
WRA, the corporation that executed the within and foregoing instrument, and acknowledged said
instrument to be the free and voluntary act and deed of said corporation/company, for the uses and
purposes therein mentioned, and on oath stated that they were authorized to execute said instrument.
GNEN under my hand and official seal this day of , 200
NOTARY PUBLIC in
Washington, residing at _
My Commission Expires:
STATE OF WASHINGTON )
~~// ) ss.
COUNTY OF K~ ~'Ll )
_--~---~
ON THIS ~~`' day of ~ ~~~'" , 200_, before me, personally
appeared ~P'7`t j^ .~ t~~ ~ and ,~in ~"f-ll~; j>a~sk~..r, , to
me known to be the Mayor and City Clerk_of the municipal corporation that executed the within and
foregoing instrument, and acknowledged said instrument to be his/her the free and voluntary act and
deed of said municipal corporation, for the uses and purposes therein mentioned, and on oath stated that
they were authorized to execute said instrument.
GNEN under my hand and official seal this ~~'' day of ~ G- , 200.
,,~~}, K. C, ~~~.
y ~,,, ~ ~~ N T Y PUBLIC m nd for the State of
`~ ~ , _ a Washington, residing at ~ ~ ~r
~, ~ ~ v $, My Commission Expires: ~ ~ -~- ~ /~
'~rN~ r'~ h ~r 29 1~ Vii,
r
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and for the State of