Resolution No. 04-22 CITY OF TIGARD,OREGON
RESOLUTION NO.04-
A RESOLUTION ACKNOWLEDGING THAT THE TIGARD FESTIVAL OF BALLOONS IS A CITY
OF TIG.ARD SPONSORED EVENT AND ESTABLISHING THE MODIFIED STANDARD
AGREEMENT FORM AS AGREED UPON BY THE CITY OF TIGARD AND BALLOON FESTIVAL
ORGANIZERS
WHEREAS, the City of Tigard Vision Task Force and Action Planning Committee Strategy for
Community Character and Quality of Life calls for development of an overall approach for sponsoring
community events, including long-standing events and new events,and development of a philosophy for
event sponsorship;and
WHEREAS, City of Tigard Resolution No. 01-58 established procedures for City Sponsorship of
Community Events;and
WHEREAS,Resolution No. 00-20 established that the Balloon Festival Event is a City Sponsored Event
and the initial amount of funding for this event is$10,000;and
WHEREAS, on April 13, 2004, the Tigard City Council reviewed the proposed modified standard
agreement as attached(Exhibit 1).
NOW,THEREFORE,BE IT RESOLVED by the Tigard City Council that:
SECTION 1: The Balloon Festival Event is a City of Tigard sponsored event with the length of
sponsorship to be automatically renewed from year-to-year,with a one-year notice to the
event organizers should the City decide not to renew funding.
SECTION 2: The Mayor is hereby authorized to sign the agreement attached(Exhibit 1).
SECTION 3: The resolution is effective immediately upon passage.
PASSED: This�day of �'L 2004.
r
Mayor 4City of Tigard
i
ATTEST:
i
1
-E�a= u2e ci�h
City Recorder-City of Tigard F
u.amb.ar aww+ae,m.rwt.m�uon.eoe
RESOLUTION NO.04-
Page
4Page 1
Exhibit 1
SPONSORSHIP AGREEMENT
This Sponsorship Agreement("Agreement")is between the City of Tigard,an Oregon
municipal corporation("City")and the Tigard Festival of Balloons,a non-profit organization
("Organizer").
RECITALS
a. Organizer is the organizer of the Balloon Festival(the"Event")and has asked the
City to be a sponsor of the Event. Although open to the public,the Event put on
by Organizer is a private event and not an official City event.
b. City has passed a resolution that provides procedures and policies for City
sponsorship of events.
C. City has passed a resolution that authorized City sponsorship of the Event,subject
to execution of this Sponsorship Agreement.
d. City and Organizer have agreed to the scope of the City sponsorship and the
relationship between the City and Organizer as set forth below.
AGREEMENT
j 1. This Agreement shall be effective when Organizer provides certificates of insurance as
required by Section 13 G.
2. This Agreement shall remain in effect until terminated as provided in Section 24 below.
3. City shall reimburse(pay)Organizer up to$10,000 for fiscal year 03/04,for costs
incurred to put on the Event. Payment shall be made only after Organizer provides proof
that the costs have been incurred and paid by the Organizer and were costs of the Event.
(Payment shall be made no more than 60 days prior to the Event to pay costs of the
Event.) The amount of funds,if any,that the City will provide for future fiscal years
shall be determined by the Tigard City Council in its sole discretion.
4. City shall make City facilities available for use by Organizer as specified on a map
i
approved by the Public Works Director or his designee.
i
The dates and times of use of the City facilities shall be specified in a permit that must be
applied for at least 90 days before the Event. All fees for the permit may be waived.
SPONSORSHIP AGREEMENT-Balloon Festival
Page l
During the period that Organizer has the right to use these areas,Organizer may
determine who may engage in commercial activities within these areas. For all other
areas Organizer shall have no right to exclude persons or prevent them from engaging in
commercial activity.
To provide security for equipment,goods and other property of Organizer during the
Event,camping within the exclusive area is permitted to Organizer and those permitted to
camp by Organizer. This section constitutes the camping permit authorized by TMC
§7.80.020.
5. City shall provide the following in-kind services to the Organizer:
City shall police Cook Park during the Event. Organizer shall have no right to control or
direct City police operations and City employees. Nothing in this section relieves
Organizer from responsibility for damage to City property or other property resulting
from the Event.
City shall provide litter clean up for the Event within Cook Park,however,Organizer is
encouraged to enlist the assistance of volunteers to aid in litter clean up during and
immediately after the Event. Organizer shall have no right to control or direct City
employees. Nothing in this section relieves Organizer from responsibility for damage to
City property or other property resulting from the Event.
6. If the Event does not take place because of weather or other reason outside the control of
the Organizer,the City may reimburse Organizer for expenses incurred by Organizer
prior to the cancellation up to the amount stated in Section 2. If the Event is canceled by
Organizer for reasons within Organizer's control,the City shall not pay any funds to
vigdiiZCr and Orga .-er shall return to the City all funds paid by the City to Organizer in
connection with the canceled Event within ten(10)business days of the cancellation.
If the Event is canceled for any reason,the City shall not provide any in-kind services
after the date of cancellation. If the Event is canceled for any reason,the City's facilities
shall be available to the Organizer on the same basis that they are available to any other
person or entity.
If the main location of the Event moves outside the City limits of the City of Tigard for a
given year,the City may terminate or reduce payments and/or the provision of services as
1 it determines appropriate. The termination or reduction shall be decided by the City
1
i Council in its sole discretion,
i
7. Organizer shall identify City as a sponsor of the Event and Organizer shall provide the
following rights to City:
A. The right to have a booth paid for by the Organizer at the Event at a location
acceptable and mutually agreed upon by the City and Organizer.
SPONSORSHIP AGREEMENT-Balloon Festival
Page 2
B. The right to have banners of a size and design chosen by the City and placed at
locations mutually agreed upon. City's banners are to be located at site with other
major sponsors. The City would provide banners.
C. The right to signage on any courtesy vehicles used by Organizer in connection
with the Event. It is understood that no courtesy vehicles have been used in
recent years.
D. The City's logo is to be used in all paid advertising purchased by the organizer
when other sponsor logos are used. The size of the City's logo shall be
comparable to those corporate sponsors making similar financial contributions.
E. The right to be named in all press releases issued by Organizer.
F. The right to be listed in any list of sponsors or to be included in any
acknowledgment of sponsors.
G. The right to advertise in the official program produced by Organizer.
H. The right to use photographs and film of this Event generated by the City,its
employees,agents or volunteers.
I. The right to make public address announcements during the Event. (Emergency
announcements may be made at any time and generic public service
announcements as mutually agreed upon.)
Nothing in the identification of the City as a sponsor shall state or imply that the
Organizer is an agent of the City or that the City is responsible in any way for the Event.
8. Organizer shall provide sufficient means by which the public may obtain information
about the Event,including but not limited to adequate phone lines to handle inquiries
about the Event. The information phone lines shall be answered by a person or by a
message that inciudes Event location,schedule and pricing information. Organizer shall
provide City a written public information and communication pian at least 40 days before
the Event. The City may require revisions to the plan. If Organizer fails to provide a
plan or to comply with the plan,the City may terminate this Agreement,suspend or
reduce payments,or deny Organizer the use of City facilities or services. City's only
! obligation to provide information about the Event shall be to provide the Event's
information telephone number and/or web site address.
1
r
SEONSORSHIP AGREEMENT-Balloon Festival
Page 3
9. Food,Beverages and Music.
A. Organizer represents and warrants that it will cause all food and beverage vendors
to represent and warrant,as a condition of their participation in the Event,that
they will comply with all food service,sanitation and other regulations applicable
to their services at the Event and provide proof of insurance.
B. If alcohol is served at the Event,Organizer will use its best efforts,and will cause
its vendors to use their best efforts,to comply with all applicable laws and
regulations,including City regulations,regarding the service of alcohol to
intoxicated or underage persons,and to encourage the safe use of alcohol.
Organizer shall require any third party serving alcohol at the Event to obtain
Liquor Liability coverage. Limits for Liquor Liability coverage must match the
limits required of Organizer for Commercial General Liability coverage. The
Liquor Liability endorsement must be attached to the certificate of insurance
provided to the City.
C. If alcohol is served at the Event,Contractor shall provide proof of Liquor
Liability coverage required by Sections 12 and 14 of this Agreement.
D. Organizer represents and warrants that all music played at the Event,whether live,
recorded or publicly broadcast,will be duly licensed for public performance by
ASCAP,BMI,SESAC or such other performing rights societies or copyright
owners as may be required by law,or else in the public domain. Organizer will
indemnify and hold City harmless from and against any liability arising out of the
performance of music at the Event.
10. The City and Organizer enter into this Agreement at arms-length and their only
relationship is contractual. Neither party is an employee,agent,partner,or co-venturer in
relationship to the other. Organizer is and remains an independent entity and has no
authority whatsoever to act for the City. Organizer is not an officer,employee or agent of
City as those terms are used in ORS 30.265. Organizer's officers,employees and agents
are not the officers,employees,or agents of City those terms are used in ORS 30.265.
Organizer, its employees and officers shall not hold themselves out either explicitly or
implicitly as officers,employees or agents of City for any purpose whatsoever,nor are
they authorized to do so. Organizer shall include a provision that it is not an agent of the
City in all contracts it enters into with third parties.
Organizer is solely responsible for the organization of the Event and accepts
responsibility and liability for all personal injury,property damage,and other damages
arising from or related to the Event. The City has no responsibility for the organization
or operation of the Event. To the fullest extent permitted by law,Organizer agrees to
fully indemnify,hold harmless and defend the City,its elected and appointed officials,
employees and volunteers from and against all claims,damages,losses and expenses
incidental to the investigation and defense thereof,based upon or arising out of or
SPONSORSHIP AGREEMENT-Balloon Festival
Page 4
incidental to damages or injuries to persons or property,in any way related to the Event,
or any activity associated with the Event,except for claims,damages,losses and
expenses that are solely attributable to the actions of the City. Organizer's agreement to
indemnify,hold harmless and defend the City extends to all claims damages,losses and
expenses caused by or alleged to be caused by the fault or negligence in whole or in part
of Organizer's agents,contractors,sub-contractors,employees or any third-parties that
are in any way related to the Event. This provision is essential to the City's agreement to
sponsor the Event and may not be severed from this Agreement. This indemnity extends
to all claims,damages,losses and expenses relating to operation of hot-air balloons,the
operation of any carnival rides or games,and the sale or consumption of food or drink in
connection with the Event.
11. Organizer shall require the carnival and balloon owners and operators(third party)to
provide City with proof of liability insurance naming the City as an additional insured at
least 10 days prior to commencement of the event,and to defend,hold harmless,and
indemnify the City as to any claim arising from the actions or negligence of the third
party. Organizer shall provide City with the name,address and phone number of all
third parties and sponsors with which it contracts and a general description of the
engagement.
12. Organizer has chosen to use City property and facilities for the Event based on
Organizer's inspection of the property and facilities and determination that the property
and facilities are appropriate for the Event. Organizer accepts that the City is not
responsible for any defects,imperfections,or lack of suitability of the City property and
facilities.
13. During the term of this Sponsorship Agreement,Organizer shall purchase and maintain
insurance of the types and in the amounts specified in this section.Organizer shall furnish
acceptable certificates of insurance to City at least 10 days before commencement of the
event. Organizer shall indemnify City for any liability or damages that City may incur
due to Organizer's failure to purchase or maintain any required insurance. Organizer shall
be responsible for the payment of all premiums and deductibles. Organizer shall
maintain insurance of the types and in the amounts described below.
A. General Liability Insurance
Organizer shall obtain,at Organizer's expense,and keep in effect during the term
of this Agreement,Comprehensive General Liability Insurance covering Bodily
i
Injury and Property Damage on an`occurrence"form(1996 ISO or equivalent).
This coverage shall include Contractual Liability insurance for the indemnity
provided under this Agreement. The following limits of insurance will be carried:
Coverage Limit
General Aggregate $1,000,000
SPONSORSHIP AGREEMENT-Balloon Festival
Page 5
Products-Completed Operations Aggregate 2,000,000
Personal and Advertising Injury 1,000,000
Each Occurrence 1,000,000
Fire Damage(Any one Fire) 50,000
Medical Expense(Any one Person) 5,000
Special Event Liability 1,000,000 each
occurrence/
2,000,000
aggregate
B. Aviation Event Coverage
Organizer shall obtain,at organizer's expense,and keep in effect during the
term of this contract,Aviation Event Liability coverage including coverage
for premises. The Combined Single Limit per occurrence shall not be less
than$1,000,000.
C. Liquor Liability Coverage
If alcohol is to be served at the Event,Liquor Liability coverage will be endorsed
to the Commercial General Liability coverage. Limits for Liquor Liability
coverage will match the limits provided for the Commercial General Liability
coverage. The endorsement must be attached to the certificate of insurance
provided to the City.
D. Commercial Automobile Insurance
Organizer shall also obtain,at Organizer's expense,and keep in effect during the
term ofthis Agreement,"Symbol 1"Commercial Automobileq-iability coverage
including coverage for all owned,hired,and non-owned vehicles. The Combined
Single Limit per occurrence shall not be less than$1,000,000. This requirement
d applies if the Organizer provides transportation to or from the Event for
participants.
E. Workers Compensation Insurance
Organizer shall provide coverage for all employees coming under the scope of
State Workers Compensation laws. This shall include Employers Liability
Insurance with coverage of not less than$500,000 per incident.
SPONSORSHIP AGREEMENT-Balloon Festival
Page 6
F. Additional Insured Requirement
The City of Tigard,its officers,directors,employees,and volunteers shall be
added as additional insured with respect to the Event. All Commercial General
Liability insurance policies and aviation Event coverage policies will be endorsed
to show this additional coverage.
G. Insurance Carrier Acceptability
An insurance company acceptable to the City of Tigard must underwrite
coverages provided by the Organizer.
H. Evidence of Insurance
As evidence of the insurance coverage required by this Agreement,the Organizer
shall provide a certificate of insurance to the City. No use of City facilities,
payment or other benefit will be provided by the City to the Organizer until the
required certificates have been received and approved by the City. The certificate
will specify and document all provisions required by this Agreement. A renewal
certificate will be sent to the City 10 days prior to coverage expiration.
I. Cancellation Provisions
Coverage may not be canceled or materially changed without 30 days'written
notice to the City. The notice of cancellation provision shall be physically
endorsed on the Commercial General Liability policy.
I
Failure of City to demand such certificate or other evidence of full compliance
with these insurance requirements or failure of City to identify a deficiency from
evidence that is provided shall not be construed as a waiver of Organizer's
obligation to maintain such insurance.
15. Organizer shall adhere to all applicable federal,state,and local laws,regulations,
executive orders and ordinances and obtain all required permits. Required permits may
include but are not limited to:
i
Park Reservation Permit
Parade Permit
1 `
Liquor Licenses
Food Handler Permits
Public Assembly Permits
Fees for permits for the Event may be waived.
16. Notices. All notices required or permitted to be made under this Agreement shall be in
SPONSORSHIP AGREEMENT-Balloon Festival
Page 7
writing and shall be deemed to have been duly given when delivered or sent by prepaid
certified or registered mail or fax:
If to Organizer,to:
(Address) (Fax)
If to City,to:
(Address) (Fax)
or such other address as either party may designate in writing to the other party for this
purpose.
17. Other Warranties. Organizer represents and warrants that:
A. Organizer has the full right and legal authority to enter into and fully perform this
Agreement in accordance with its terms without violating the rights of any other
person;
B. Organizer's trademarks do not infringe the trademarks or trade names or other
rights of any other person;
C. Organizer has all government licenses,permits or other authorizations necessary
to conduct the Event as contemplated under this Agreement;and
D. Organizer will comply with all applicable laws,regulations and ordinances
pertaining to the promotion and conduct of the Event.
E. Organizer will ensure that all persons and entities it contracts with to provide
services or goods at the Event shall have the knowledge,experience and capacity
to provide the goods and services.
18. Records and Reporting
A. Organizer shall maintain a complete set of records relating to the Event,in
accordance with generally accepted accounting procedures. The records must be
maintained for at least three years from the date they are generated. Organizer
shall permit the authorized representatives of the City to inspect and audit all
work,materials,payrolls,books,accounts,and other data and records of
i Organizer relating to the Event while this Agreement is in effect and for three
!` years after termination of this Agreement. The obligations imposed by this
section shall survive termination of this Agreement.
B. Organizer shall request funding on an annual basis for future years within the
City's established budget cycle. The request for funding shall include:
i. Financial statements from the previous year's Event.
SPONSORSHIP AGREEMENT-Balloon Festival
Page 8
ii. The budget for the Event to the year for which funding is requested.
iii. An Event schedule.
iv. A list of events associated with the Event.
V. The amount of funds requested and the purpose for which the funds will
be used.
vi. A list of all other services,facilities,or other benefits,that Organizer is
requesting from City.
C. Failure to comply with subsections A or B of this section shall constitute cause for
termination of this Agreement by the City.
19. Governing Law and Consent to Jurisdiction. This Agreement is subject to and shall be
construed in accordance with the laws of the State of Oregon,except for choice of law
provisions. City and Organizer both consent to jurisdiction in the state and federal courts
located in Oregon. Organizer shall comply with the clauses required in every public
contract entered into in the State of Oregon as set forth in ORS 279.312,279.314,
279.316 and 279.320,which are hereby incorporated by reference.
20. Non-Assignment. Neither party shall assign this Agreement without the prior written
approval of the other party,except that City may assign this Agreement to any successor
entity.
21. Complete Agreement. This Agreement represents the entire agreement between the
parties and supersedes all other agreements,if any,express or implied,whether written or
oral. Organizer has made and makes no representations of any kind except those
specifically set forth herein.
22. Binding Agreement. This Agreement shall be binding upon the parties,their successors
and assigns.
23. If any provision of this Agreement is held to be invalid,void or unenforceable by a court
of competent jurisdiction,either party may,within 30 days of the court decision,request
that the parties meet to negotiate an amendment to compensate for the loss of the
' provision declared invalid,void or unenforceable. If the provision declared invalid,void
or unenforceable is one that this Agreement provides is not severable,the parties shall
meet as soon as possible to attempt to renegotiate this Agreement. If after good faith
t efforts to renegotiate the Agreement the parties cannot agree on an amendment,either
party may declare the Agreement terminated. In that event,all obligations intended to
survive termination,including indemnification obligations and records inspection
requirements,shall remain effective but the Agreement shall be otherwise be terminated.
In the event of termination under this provision,any payments made by the City to
Organizer shall be refunded,except that Organizer shall not be required to refund any
amount actually expended for the Event. In the event that neither party requests
renegotiation within 30 days and the provision declared void,invalid or unenforceable is
not one that the Agreement provides is non-severable,the Agreement shall remain in
effect except for the provision declared invalid,void or unenforceable.
SPONSORSHIP AGREEMENT-Balloon Festival
Page 9
24. This Agreement maybe terminated by mutual agreement of the parties. Either party may
terminate this Agreement for no reason by providing notice of termination one year prior
to termination. Either party may terminate this Agreement for default by providing 30
days'notice. If the other party may cure the default and does so within 30 days,the
Agreement shall not terminate. City may terminate this Agreement without notice by
vote of the City Council if the City Council determines that it is in the public interest to
do so.Any breach of this Agreement shall be considered a default. The indemnification
provisions shall survive termination.
25. Except for those responsibilities expressly reserved to the City Council,all rights and
duties of the City may be exercised by the City Manager or designee.
ORGANIZER 77,
[Name] City of igard
Cral
[Signature] [Signatu ]
[Date] [Date] rT
)AAMBALLOON FEST AGREEMENT 03Z4.DOC
1
1 ,
L
1
SPONSORSHIP AGREEMENT-Balloon Festival
Page 10