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Professional Services for

Production and Management of

Park Avenue Summer Arts Festival

Release Date: November 25, 2019

Response Deadline: December 20, 2019

PARK AVENUE REVITALIZATION

COMMITTEE (PARC) /

PARK AVENUE MERCHANTS

ASSOCIATION (PAMA)

REQUEST FOR PROPOSALS

(RFP)

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NO RESPONSE FORM

If you choose not to respond to this Request for Proposals, please return this form back to PARC / PAMA at your earliest convenience, to the attention of:

Lisa Hubler

517 Park Avenue Rochester, NY 14607

RFP

Company: Address: Contact: Contact Phone: Email:

Reason for No-Response: Project capacity. Cannot bid competitively. Cannot meet delivery requirements. Cannot meet specifications. Do not want to do business with PARC / PAMA

*Other:

Suggested changes to RFP Specifications for next Request for Proposals.

*Other reasons for not responding might include insufficient time to respond, do not offer product or service, specifications too stringent, scope of work too small or large,

unable to meet insurance requirements, cannot meet delivery or schedule requirements, etc.

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TABLE OF CONTENTS

Section 1 – Invitation to Participate

1.1 Purpose.……………………………………………………………………………... 4 1.2 RFP Coordinator; Issuing Office.…………………………………………….…. 4

1.3 Presentation and Clarification of the PARC and PAMA's Intentions…... 4 1.4 Time Line……………………………………………………………………………. 4

1.5 An Overview of the Organization………………………………………………. 5

Section 2 – Scope of Work 2.1 Definitions.……………………………………………………….…………………. 5

2.2 Detailed Scope of Work.…………….……………………………………………. 5

Section 3 – Specific Proposal Requirements

3.1 Submission of Respondent’s Proposal….…….…………………….………… 7 3.2 Response Date…….………………………………………………………..……... 8

3.3 Clarification of RFP and Questions………….………………………………... 8 3.4 Addenda to RFP……………………………..……………………………..……... 8

3.5 Organization of Proposal………….…………………………………….……….. 9

3.6 Method of Evaluation…….…………………………………………….….…...... 10 3.7 Oral Presentation……….……………………………………………….….….…. 11

3.8 Investigations…………….……………………………………………..….……… 11

Section 4 – General Information for the Vendor 4.1 Reservation of Rights……………………….………………………………….... 12

4.2 Contract Negotiation………………….………………………………….…….... 12 4.3 Acceptance of Proposal Content………….…………………………….……… 12

4.4 Prime Responsibilities…………….……………………………………………… 12

4.5 Property Rights…………….………………………………………….….….……. 13 4.6 Contract Payment…….……………………………………………………….….. 13

4.7 News Release……………….…………………………………………..…….….............

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4.8 Notification of Vendor Selection……………………….……………..…...…... 14 4.9 Independent Price Determination………….………………………………….. 14

4.10 Incurring Costs………….……………………………………………….………… 14 4.11 Material Submitted……………………………………………………...……….. 14

4.12 Indemnification…………………………………………………………..……….. 15

4.13 Insurance Requirements…………………………………………………….….. 15 4.14 Proposal Certification……………………………………………………………. 17

Appendix A 18

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SECTION 1 - INVITATION TO PARTICIPATE

1.1 Purpose

PARC / PAMA is soliciting proposals, to produce the Park Avenue Summer Art Festival for the year 2020. Prospective Respondents must offer a proposal that will meet the

scope of services, qualifications and general description of work activities identified in this Request for Proposals (“RFP”).

In responding to this RFP, Respondents must follow the prescribed format as outlined in Section 3. By so doing, each Respondent will be providing PARC and PAMA

comparable data submitted by other Respondents and, thus, be assured of fair and objective treatment in the review and evaluation process.

Pending final approval from the PARC and PAMA board of Directors, the objective is to

enter into a one-year agreement with the option to renew for one additional two-year

term.

1.2 RFP Coordinator; Issuing Office

This RFP is issued by PARC and PAMA. The RFP Coordinator, identified below, is the sole point of contact regarding this RFP from the date of distribution until the selection

of the successful Respondent.

Lisa Hubler

517 Park Avenue Rochester, New York 14607

Phone: (585) 576-0042 Email: rocpama@gmail.com

1.3 Presentation and Clarification of the PARC and PAMA Intentions

As a result of this RFP, PARC and PAMA intends to enter into a contract with the selected

Respondent to supply the services described in Section 2. However, this intent does not commit PARC and PAMA to award a contract to any responding Respondent, or to pay

any costs incurred in the preparation of the proposal in response to this request, or to

procure or contract for any services. PARC and PAMA reserves the right, in its sole discretion, to (a) accept or reject in part or in its entirety any proposal received as a

result of this RFP if it is in the best interest of PARC and PAMA to do so; (b) award one or more contracts to one or more qualified Respondents if necessary to achieve the

objectives of this RFP and if it is in the best interest of PARC and PAMA to do so.

1.4 Time Line

The schedule of events for this RFP is anticipated to proceed as follows:

♦ This RFP will be distributed by Monday, November 25, 2019.

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♦ All requests for RFP clarification must be submitted in writing to the RFP

Coordinator at the email address provided in Section 1 and received no later than 3:00 PM EST on Friday, December 6th, 2019.

♦ All questions will be answered and documented in writing as an Addendum to the RFP and distributed via email. These will be sent out to all Respondents

who received the original RFP on or before Wednesday, December 11th, 2019.

♦ Final RFP submissions must be received by 3:00 PM EST on Friday, December 20th, 2019 at the address shown in Section 3.1. The right to withdraw will

expire on this date and time.

1.5 An Overview of the Organization

Park Avenue Revitalization Committee (PARC) and Park Avenue Merchants Association (PAMA) were formed as not-for-profit associations for the purpose of maintaining

communication and beautification of the Park Avenue neighborhood. Its Board of

Directors includes representatives each from PARC (Neighbors and Merchants) and PAMA (Merchants). Net proceeds for the operation of the Park Avenue Summer Festival

are dedicated to improvements and upkeep of the Park Avenue Neighborhood.

SECTION 2 – DETAILED SCOPE OF WORK

2.1 Definitions

List definitions of terms used in the proposal, if necessary.

2.2 Detailed Scope of Work

Park Avenue is located in Rochester, New York and the Festival is between Alexander Street and Culver Road. It was estimated that our present-day Park Avenue Summer

Art Festival drew over 250,000 visitors in 2019 over a 2-day period, from near and far,

to celebrate all that Park Avenue has to offer. The Festival will be held on the first full weekend of August (Saturday and Sunday) of each year.

PARC and PAMA seeks a qualified contractor to produce and promote a safe, family-

friendly festival during the first full weekend of August, which will encourage a renewed community celebration of Park Avenue.

PLEASE TAKE NOTE: Unless otherwise noted, the contractor is responsible for raising all revenue and paying for all expenses associated with the festival. PARC and PAMA

will not consider payment of a promoter or contractor fee.

The contractor’s proposal MUST include and provide for the following elements:

1. Planning pre-festival meetings and post-festival reviews to solicit input, resolve issues and promote interaction with festival neighbors, City of Rochester, public

safety agencies, and additional community stakeholders.

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2. A plan and staffing for complete festival set-up and take-down; 3. A complete security and safety plan, including appropriate staffing resources for

implementation. Which would be subject to Rochester Police Department approval.

4. A complete parking and visitor transportation plan, inclusive of shuttles during peak attendance;

5. A full marketing and promotion plan for the festival and its associated attractions and shows.

6. Educational and engaging activities for families with children of all ages.

7. A range of live performances and entertainment options, which appeal to a widespread and diverse community of attendees, while also attracting new

visitors and families to the festival; 8. Affordable and unique food and beverage options for all who attend the festival;

9. Exclusivity of festival vendors; 10. Sponsorship opportunities for local businesses and corporations;

11. Staging peripheral events designed to rally festival partners, community

organizations, neighbors and local professionals, including networking opportunities;

12. Assuring vendor compliance with all regulations, including health, safety, fire, and alcohol. Insuring that necessary permits are obtained and displayed, if

required; 13. Oversight of all festival finances and keeping of accurate records for all financial

exchanges.

PLEASE TAKE NOTE: Alcoholic beverages of any kind will not be offered for sale by

any vendor other than PAMA members in good standing who sell alcoholic beverages during the course of the entire year.

The contractor’s proposal SHALL also include and provide for the following, which are

current elements of the festival:

1. Production and marketing of an annual commemorative poster. 2. A retail operation for officially licensed festival merchandise.

3. Organization of juried arts & craft shows. At least one PARC and one PAMA

member must be part of the jury process. 4. It is the sole responsibility of the promoter to solicit for exhibitors and food

vendor. Total of exhibitors shall not exceed 350 (10’x10’ spaces) and food vendors shall not exceed 40 (10’x10’ spaces). All will be juried and approved by a PARC

and PAMA represented jury. 5. All members of PAMA shall be allowed to operate a booth or exhibit directly in

front of their establishment at no charge. Merchants who operate outside booths

shall only conduct business operations, both inside and outside of their establishments, which are typical of their day to day operations, unless given the

express written consent of PARC and PAMA. 6. Promoter shall supply 3 entertainment stages, including entertainment, no hard

rock bands will be allowed. 7. All festival events shall honor the City Noise Ordinance.

8. No political booths shall be allowed, and political parties and candidates shall not be allowed to distribute stickers, popcorn, food or merchandise competing

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with Festival exhibits and booths, shall not be allowed to post signs and banners in public places.

9. Owners and residents of Park Avenue shall be given the opportunity in advance of the Festival to opt to not have a booth, exhibit or portable toilets in front of

their residence. 10. The promoter shall pay twenty-five thousand ($25,000.00) dollars, plus twenty-

five (25%) percent of net sponsorships in excess of twenty-five thousand ($25,000.00) to PARC.

11. Promoter is responsible for hiring an overnight security company to monitor the

festival area Friday through Sunday. Subject to approval by the Rochester Police Department.

The contractor’s proposal MAY also include and provide for fresh, innovative and unique

elements, which enhance the festival’s community appeal.

The contractor’s proposal SHOULD also recognize that the festival’s two neighborhood

sponsors (PARC and PAMA) will NOT provide budgetary funding, for this festival.

SECTION 3 - SPECIFIC PROPOSAL REQUIREMENTS

3.1 Submission of Respondent's Proposal(s)

A. Acceptance Period and Location: To be considered, Respondents must

submit a complete response to this RFP. Respondents not responding to

all information requested in this RFP or indicating exceptions to those items not responded to may have their proposals rejected as being non-

responsive.

Sealed proposals must be received at the address below on or before 3:00 p.m. Eastern Standard Time, on Friday, December 20, 2019.

Lisa Hubler

517 Park Avenue Rochester, New York 14607

Phone: (585) 576-0042 Email: rocpama@gmail.com

Refer to Section 3 for further detail regarding response formats and

requirements. There will be no public opening of the proposals.

B. Withdrawal Notification: Respondents receiving this RFP who do not wish to submit a proposal should reply with the "No Response Form” [page

2 of this RFP] to be received by the indicated contact on the form no later than the proposal submission date. This RFP is the property of the PARC

and PAMA and may not be reproduced or distributed for purposes other

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than proposal submission without the written consent of the PARC and PAMA associations.

C. Required copies: Respondents must submit one (1) signed original

Proposal and five (5) complete copied sets of the signed original Proposal. Proposals should be clearly marked as “Proposal for Production of the

Park Avenue Summer Art Festival.” The Respondent must also respond electronically in addition to submitting hardcopies of its proposal as

provided above. The Respondent will make no other distribution of

proposals. An official authorized to bind the Respondent to its provisions must sign the Proposal.

D. Pricing Period: For this RFP, the proposal must remain valid for a

minimum of 120 days past the due date for receipt of RFPs.

E. Economy of Preparation: Proposals should be prepared as simply as

possible and provide a straightforward, concise description of the Respondent's capabilities to satisfy the requirements of the RFP.

Expensive bindings, color displays, promotional material, etc. are not necessary or desired. Emphasis should be concentrated on accuracy,

completeness, and clarity of content. All parts, pages, figures, and tables should be numbered and clearly labeled. Vague terms such as

"Respondent complies" or "Respondent understands" should be avoided.

3.2 Response Date

To be considered, sealed proposals must arrive on or before the location, time

and date specified in Section 3.1.A. Requests for extension of the submission date will not be granted. Respondents mailing proposals should allow ample

delivery time to assure timely receipt of their proposals.

3.3 Clarification of RFP and Questions

Questions that arise prior to or during proposal preparation must be submitted

in writing or via email pursuant to the instructions in Section 1 of this RFP. Questions and answers will be provided to all Respondents who have received

RFPs and must be acknowledged in the RFP response. No contact will be allowed between the Respondent and any other member of PARC and PAMA and Past

promoter of the event with regard to this RFP during the RFP process unless specifically authorized in writing by the RFP Coordinator. Prohibited contact may

be grounds for Respondent disqualification.

3.3.1 Addenda to the RFP

In the event it becomes necessary to revise any part of this RFP, addenda will be

provided to all Respondents that received the original RFP. An acknowledgment of such addenda, if any, must be submitted with the RFP response.

Applicants will only receive notices of addenda by email from rocpama@gmail.com.

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3.3.2 Organization of Proposal

This section outlines the information that must be included in your proposal. Please respond with your information in the same order as the items in the

section.

A. Transmittal Letter. Each response to the RFP should be accompanied by a letter of transmittal not exceeding one (1) page that summarizes key points of

the proposal and which is signed by an officer of the firm authorized to commit

the Respondent to the obligations contained in the proposal. The transmittal letter should also include a phone number and e-mail address for the

Respondent's contact person.

B. Table of Contents. Include a Table of Contents at the beginning, which clearly outlines the contents of your proposal.

C. Company Information. Provide information related to your company and any companies you are proposing to use as sub-contractors. Specifically

address the following:

1. Year the company was organized.

2. Identification of company ownership.

3. Demonstrated financial capability to produce an event of this scope.

Include financial history of the company covering the last three years. Attach the most recent copy of your latest financial

statements prepared by an independent certified public accountant in accordance with generally accepted accounting principles. Also

include the following information: current balance sheet, statement of revenues and expenses, statement of cash flows, and appropriate

notes to these documents. If financial statements are not produced Federal Tax Returns for the last three years may be substituted.

501(c)(3) organizations must submit their most recent Form 990.

4. Functions and location of your nearest regional office to

Monroe County.

5. Anticipated growth of your organization including expansion of the client base and acquisitions.

6. Any conflicts of interest that may affect PARC and PAMA’s potential selection of, or entering into an agreement with, your organization,

i.e.: Your organization currently holds an agreement with PARC and PAMA, the County, the City of Rochester or the Greater

Rochester Visitors Association, Inc. for other services; A relative of any employee of the Respondent is a member of the selection

committee, etc.

D. Experience. Provide information that clearly demonstrates your

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organization's prior experience and background (both business and technical) in engagements similar to this festival. This section must include:

1. Qualifications of the contractor to produce an event of this

scope.

2. A list of all public and private sector clients in the State of New York, the dates of engagement for each client. Include the

following information for each client.

3. Name and address of the client; Approximate annual budget (if

publicly available); Name and telephone number of contact person; Details of event(s), including but not limited to dates of

each event, location, attendance, and number and type of vendors involved.

4. Résumés for the key personnel to be involved in providing services to PARC and PAMA.

5. References from current and previous clients, subcontractors

(tents, security, sound, lighting, staging, etc.), event neighbors (individuals and organizations), public safety agencies and

public officials.

E. Respondent’s proposal. Respondent must submit a detailed Project

Narrative and Work Plan that describes:

1) Its expertise and that of its proposed personnel and how its management procedures will ensure quality work is performed.

2) How its proposed services and proposed work plan will meet the tasks and deliverables as described in Section 2 of this Request for Proposals.

3) Proposed quality control mechanisms that ensure a high level of quality and commitment to excellence.

4) Comprehensive Staffing plan for the weekend.

5) Provide detailed plan for public relations, promotions, and social media.

F. Event Budget Respondents must detail the proposed methods and sources

of raising revenue, as well as anticipated expenses for the production of the festival, as described in Section 2.2 of this RFP.

G. Insurance Certificates. Each Respondent must supply a copy of their current Certificate of Insurance showing the insurance coverage at or above

those described in Section 4.13 of this RFP.

H. Exceptions to General Information for the Respondent. For all exceptions to Section 4, the Respondent must indicate on a separate sheet labeled

"Exceptions Taken to the General Information for the Respondent", the section number of any requirement to which an exception is being taken and an

explanation of their position.

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I. Certification. Proposals should include a letter from an authorized corporate

officer certifying the accuracy of the information provided and guaranteeing the proposed prices.

3.4 Method of Evaluation

A. Evaluation Committee: The PARC and PAMA Board of Directors, or a subset

thereof, will form the evaluation committee for this RFP. It will be the

responsibility of this committee to evaluate all properly prepared and submitted proposals for the RFP and make a recommendation for award.

B. Evaluation and Selection Criteria: All properly prepared and submitted

proposals shall be subject to evaluation deemed appropriate for the purpose of selecting the Respondent with whom a contract may be signed. Responses

to this RFP will be evaluated according to criteria that PARC and PAMA deems

pertinent to these services, which may include, but may not be limited to, the following:

♦ Proposed Revenue, Including Sources

♦ Proposed Fees

♦ Understanding of the Project

♦ Degree of Relevant Experience

♦ Technical Competence

♦ References

♦ Capacity and Availability to Perform the Services

♦ Local Office

♦ Other pertinent criteria

C. Contract Approval Process: Respondents must be aware that any contract

resulting from this request for proposals is subject to prior approval by PARC

and PAMA. PARC and PAMA anticipates awarding this contract on or about January 17th, 2020.

3.5 Oral Presentation

Respondents who submit a proposal may also be required to make an oral

presentation of their proposal to PARC and PAMA. These presentations will provide an opportunity for the Respondent to clarify their proposal to ensure a

thorough mutual understanding. At the same time, PARC and PAMA is under

no obligation to offer any Respondent the opportunity to make such a presentation.

3.5.1 Investigations

PARC and PAMA reserves the right to conduct any investigations necessary to

verify information submitted by the Respondent and/or to determine the Respondent’s capability to fulfill the terms and conditions of the RFP contract

document. PARC and PAMA reserves the right to visit a prospective Respondent’s

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place of business to verify the existence of the company and the management capabilities required to administer this agreement. PARC and PAMA will not

consider Respondents that are in bankruptcy or in the hands of a receiver at the time of tendering a proposal or at the time of entering into a contract.

SECTION 4 - GENERAL INFORMATION FOR THE RESPONDENT

4.1 Reservation of Rights

PARC and PAMA reserves the right to refuse any and all proposals, in part, or in

their entirety, or select certain products from various Respondent proposals, or

to waive any informality or defect in any proposal should it be deemed to be in the best interest of PARC and PAMA. PARC and PAMA is not committed, by virtue

of this RFP, to award a contract, or to procure or contract for services. The proposals submitted in response to this request become the property of PARC

and PAMA. If it is in its best interest to do so, PARC and PAMA reserves the right to:

A. Make selections based solely on the proposals or negotiate further with one or more Respondents. The Respondent selected will be chosen on the

basis of greatest benefit to PARC and PAMA as determined by an evaluation committee.

B. Negotiate contracts with the selected Respondents.

C. Award a contract to more than one Respondent.

4.2 Contract Negotiation

Negotiations may be undertaken with those Respondents whose proposals prove them to be qualified, responsible, and capable of fulfilling the requirements of

this RFP. The contract that may be entered into will be the most advantageous to PARC and PAMA, revenue and other factors considered. PARC and PAMA

reserves the right to consider proposals or modifications thereof received at any time before a contract is awarded, if such action is in the best interest of PARC

and PAMA. Attached as RFP Appendix A is a draft copy of a Standard Contract

which contains mandatory provisions. Negotiations do not include further revisions to the mandatory provisions depicted in Appendix A. Respondents

must take exception as instructed in Section 3.5.I. if necessary. Any exceptions will be evaluated by PARC and PAMA and/or its legal counsel prior to proposal

rating.

4.3 Acceptance of Proposal Content

The contents of the proposal of the successful Respondent may become

contractual obligations, should a contract ensue. Failure of a Respondent to accept these obligations may result in cancellation of the award. The awarded

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respondent will be required to provide PARC and PAMA with a Microsoft Word version of its final proposal.

4.4 Prime Responsibilities

The selected Respondent will be required to assume responsibility for all

services offered in its proposal whether or not provided by them. The selected

Respondent will be liable, both individually and severally, for the performance of all obligations under the awarded contract and will not be relieved of non-

performance of any of its subcontractors. Further, PARC and PAMA shall approve all subcontractors and will consider the selected Respondent to be the sole point

of contact with regard to contractual matters, including payment of any and all charges resulting from the contract.

4.5 Property Rights

For purposes of this RFP and for the contract, the term “Work” is defined as all data, records, files, information, work products, discs or tapes developed,

produced or generated in connection with the services to be provided by the Respondent. PARC and PAMA and the Respondent intend the contract to be a

contract for services and each considers the Work and any and all documentation or other products and results of the services to be rendered by the Respondent

to be a work made for hire. In submitting a proposal in response to this RFP, the

Respondent acknowledges and agrees that the Work (and all rights therein) belongs to and shall be the sole and exclusive property of PARC and PAMA.

The Respondent and the Respondent’s employees shall have no rights in or

ownership of the Work and any and all documentation or other products and results of the services or any other property of PARC and PAMA. Any property or

Work not specifically included in the Contract as property of the Respondent shall constitute property of PARC and PAMA.

In addition to compliance with the right to audit provisions of the contract, the Respondent must deliver to PARC and PAMA, no later than the twenty-four (24)

hours after receipt of PARC and PAMA’s written request for same; all completed, or partially completed, Work and any and all documentation or other products

and results of the services under such contract. The Respondent’s failure to timely deliver such work or any and all documentation or other products and

results of the services will be considered a material breach of the contract. With the prior written approval of PARC and PAMA, this twenty-four (24) hour period

may be extended for delivery of certain completed, or partially completed, work

or other such information, if such extension is in the best interests of PARC and PAMA.

The Respondent will not make or retain any copies of the Work or any and all

documentation or other products and results of the services provided under such Contract without the prior written consent of PARC and PAMA.

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4.6 Contract Payment

Actual terms of payment will be the result of agreements reached between PARC and PAMA and the Respondent selected.

4.7 News Release

News releases pertaining to this RFP or the services to which it relates will not be

made without prior approval by PARC and PAMA.

4.8 Notification of Respondent Selection

All Respondents who submit proposals in response to this RFP will be notified by the RFP Coordinator of acceptance or rejection of their proposal.

4.9 Independent Price Determination

A. By submission of a proposal, the Respondent certifies, and in case of a joint proposal, each party thereto certifies as to its own organization, that

in connection with the proposal:

(1) The prices in the proposal have been arrived at independently without consultation, communication, or agreement, with any other

Respondent or competitor for the purpose of restricting competition;

and

(2) No attempt has been made or will be made by the Respondent to induce any other person or firm to submit or not to submit a

proposal for the purpose of restricting competition.

B. Each person signing the proposal certifies that:

(1) They are the person in the Respondent’s organization responsible

within that organization for the decision as to prices being offered in the proposal and they have not participated and will not

participate in any action contrary to A (1) and (2) above; or

(2) They are not the person in the Respondent’s organization responsible within that organization for the decision as to prices

being offered in the proposal but that he has been authorized in

writing to act as agent for the persons responsible for such decisions in certifying that such persons have not participated, and

will not participate, in any action contrary to A (1) and (2) above, and that as their agent, does hereby so certify; and that he has not

participated, and will not participate in any action contrary to A (1) and (2) above.

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C. A proposal will not be considered for award if the sense of the statements required in the proposal has been altered so as to delete or modify A (1)

and (2) above.

4.10 Incurring Costs

Neither PARC nor PAMA is liable for any costs incurred by Respondent prior to the effective date of the contract.

4.11 Material Submitted

All right, title and interest in the material submitted by the Respondent as part of a proposal shall vest in PARC and PAMA upon submission of the Respondent’s

proposal to PARC and PAMA without any obligation or liability by PARC and PAMA to the Respondent. PARC and PAMA has the right to use any or all ideas

presented by a Respondent.

PARC and PAMA reserves the right to ownership, without limitation, of all

proposals submitted.

4.12 Indemnification

The Respondent shall defend, indemnify and save/hold harmless PARC and PAMA, their officers, agents, servants and employees from and against all

liability, damages, costs or expenses, causes of actions, suits, judgments, losses,

and claims of every name not described, including attorneys' fees and disbursements, brought against PARC and PAMA which may arise, be sustained,

or occasioned directly or indirectly by any person, firm or corporation arising out of or resulting from the performance of the services by the Respondent, its agents

or employees, the provision of any products by the Respondent, its agents or employees, arising from any act, omission or negligence of the Respondent, its

agents or employees, or arising from any breach or default by the Respondent, its agents or employees under the Agreement resulting from this RFP. Nothing

herein is intended to relieve PARC and PAMA from its own negligence or

misfeasance or to assume any such liability for PARC and PAMA by the Respondent.

4.13 Insurance Requirements

The Respondent shall procure and maintain at their own expense until final

completion of the work covered by the Contract, insurance for liability for

damages imposed by law of the kinds and in the amounts hereinafter provided, issued by insurance companies authorized to do business in the State of New

York, covering all operations under the Contract whether performed by the Respondent or by their subcontractors.

The successful Respondent shall furnish to PARC and PAMA a certificate or

certificates of insurance in a form satisfactory to PARC and PAMA legal counsel, showing that he has complied with all insurance requirements set forth in the

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contract for services, that certificate or certificates shall provide that the policies shall not be changed or canceled until thirty (30) days written notice has been

given to PARC and PAMA, the City of Rochester and the County. Except for Workers’ Compensation Insurance, no insurance required herein shall contain

any exclusion of operations performed in connection with the Contract resulting from this proposal solicitation. The kinds and amounts of insurance are as

follows:

A. WORKERS’ COMPENSATION AND DISABILITY INSURANCE: A policy

covering the operations of the Respondent in accordance with the provisions of Chapter 41 of the Laws of 1914, as amended, known as the

Workers' Compensation Law, covering all operations under contract, whether performed by them or by their subcontractors. The Contract shall

be void and of no effect unless the person or corporation making or executing same shall secure compensation coverage for the benefits of,

and keep insured during the life of said Contract, such employees in

compliance with the provisions of the Workers’ Compensation Law known as the Disability Benefits Law (chapter 600 of the Laws of 1949) and

amendments hereto.

B. LIABILITY AND PROPERTY DAMAGE INSURANCE issued to the Respondent naming Park Avenue Revitalization Committee and Park

Avenue Merchants Association as additional insureds and covering liability with respect to all work performed by him under the Contract. The

minimum limits for this policy for property damage and personal injury

shall be $1,000,000 per occurrence and $3,000,000 aggregate covered under liability and damage property. All of the following coverage shall be

included:

Comprehensive Form Premises-Operations

Products/Completed Operations Contractual Insurance covering the Hold Harmless Provision

Broad Form Property Damage

Independent Respondents Personal Injury

C. CONTRACTOR'S PROTECTIVE LIABILITY INSURANCE issued to the

Respondent and covering the liability for damages imposed by law upon the said Respondent for the acts or neglect of each of his subcontractors

with respect to all work performed by said subcontractors under the

Contract.

D. PROFESSIONAL LIABILITY INSURANCE covering errors and omissions of the Respondent with minimum limits of $1,000,000 per occurrence and

$3,000,000 aggregate coverage. `

E. MOTOR VEHICLE INSURANCE issued to the Respondent and covering liability and property damage on the Respondent's vehicles in the amount

of $1,000,000 per occurrence.

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4.14 Proposal Certification

The Respondent must certify that all material, supervision, and personnel will be provided as proposed, at no additional cost above the proposal price. Any costs

not identified and subsequently incurred by PARC and PAMA must be borne by the Respondent. This certification is accomplished by having the Proposal signed

by an individual who has the authority to bind the Respondent.

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Appendix A

(This is a draft agreement, PARC and PAMA reserve the right to change this agreement)

AGREEMENT

This Agreement (the “Agreement”) is made by and between PARK AVENUE

REVITALIZATION COMMITTEE, INC. (“PARC”), a not-for-profit corporation organized

under the laws of the State of New York, with offices at the Southeast Area Coalition, Inc.

(“SEAC”), , Rochester, New York 14607 , PARK AVENUE

MERCHANTS ASSOCIATION, INC. (“PAMA”), a not-for-profit corporation organized under

the laws of the State of New York, with offices at Park Avenue, Rochester, New York 14607, and

(“PROMOTER”), a business corporation organized under the laws of the State of New York,

with offices at

RECITALS

1. PARC is the sponsor of the Park Avenue Summer Arts Fest (the “Festival”) and consists of

representatives of the PAMA and various neighborhood associations in the Park Avenue area

(including Park Central, Barrington Street, Park-Oxford, Park-Meigs, Harvard-Canterbury

Associations and Park Avenue Neighborhood Coalition) and is affiliated with SEAC.

2. PROMOTER has been selected to promote the Festival for one year and has been working for

some time on the Festival.

3. The Festival will be held on the first weekend of August (Saturday and Sunday) of each year.

4. Participants (“Participants”) in the Festival that may operate booths and exhibits include

merchant members (“Merchants”) in good standing of PAMA, food vendors other than

Merchants (“Outside Food Vendors”), and other exhibitors (Exhibitors), including arts and

crafts exhibitors, and non-artist exhibitors including not-for-profit organizations, radio and

television stations and sponsors.

TERMS

The parties agree as follows:

I. FESTIVAL RULES.

A. Control. Festival operations shall be subject to the ultimate control and direction of

PARC.

B. Rules. PROMOTER, PARC and PAMA shall use their best efforts to ensure that Festival

operations for each year comply with the following rules:

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1. Hours of Operation. The Festival shall operate between 10:00 AM and 6:00 PM on

Saturdays, and 10:00 AM and 5:00 PM on Sundays. All booths and exhibits shall stop

selling food and merchandise by 6:00 PM so that traffic can resume on Park Avenue

by 7:30 PM.

2. Merchant Booths and Exhibits. All Merchants shall be allowed to operate a booth or

exhibit directly in front of their establishment at no charge, provided they execute

appropriate agreements with PAMA containing releases of liability to PARC, PAMA,

and the PROMOTER. Merchants who operate outside booths or exhibits shall only

conduct business operations, both outside and inside of their establishments, which are

typical of their day-to-day operations, unless given the express written consent of

PARC and PROMOTER. All Merchants shall have full use of their business frontage,

provided they have declared their desire to do so in writing to PAMA by April 1 for

the Festival held in August of the same year. Multiple occupants of the same building

shall share a building frontage.

3. Exhibitors. All Exhibitors shall pay a fee deemed appropriate by PROMOTER. All

arts and crafts must be handmade by the Exhibitor. All application fees and exhibition

fees shall be paid to PROMOTER. Selection of Exhibitors shall be made by the various

Festival Jurying Committees, based upon their opinion of quality within each category.

Fee information shall be documented on an application form furnished to prospective

Exhibitors. Unless otherwise approved, all activities of all Exhibitors shall be confined

to within ten (10) feet of the Exhibitor’s booth.

4. Outside Food and Beverage Vendors. Outside Food Vendors shall be allowed to

operate booths for pay a fee set at the discretion of PROMOTER, plus a refundable

damage/cleanup deposit of $100. All application fees and booth space fees shall be

paid to PROMOTER. Outside Food Vendors shall occupy no more than 45 10’ x 10’

spaces. Outside Food Vendors must produce proof of adequate liability insurance.

Outside Food Vendors shall be selected by the Festival Food Jurying Committee, based

upon quality and diversity when compared to existing PAMA food vendors, consistent

with the Festival goal of promoting the Park Avenue neighborhood. Fee information

shall be documented on an application form furnished to prospective Outside Food

Vendors.

5. Review and Acceptance of Applications. A Festival Arts and Crafts Jurying

Committee shall be jointly selected by PROMOTER and PARC. A Food Jurying

Committee shall be selected by PAMA. The Festival Jurying Committees shall accept

or reject all applications for Exhibitors and Outside Food Vendors, with the assistance

of, and in consultation with, PROMOTER, PARC and PAMA. In acting upon such

applications, higher quality arts, crafts and food, and food and other merchandise that

complements items sold by Merchants shall be emphasized. Acceptance of

applications shall be completed by May 15 for Exhibitors, and June 15 for Outside

Food Vendors.

6. Application Deadlines and Late Fees. Applications for participation in the Festival

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by Exhibitors and Outside Food Vendors shall be due by March 22 of the Festival year.

PROMOTER may, at its discretion, accept a late application for participation in the

Festival. A late fee shall be collected and retained by PROMOTER for each such

application. Last minute approval shall not be unreasonably withheld, except that any

applicant to become an Exhibitor or Outside Food Vendor who has not been juried

must be approved by either of the President(s) of PARC or PAMA before the

application is approved by PROMOTER. Any exhibitor who has been approved in past

years is automatically preapproved and need not get approval for current year. In the

event a booth or exhibit is operated without required approvals, PROMOTER shall pay

a fee of $350 for each such occurrence to PARC.

7. Spaces. Booths and exhibits (including those of Merchants) shall be confined to

sidewalk and/or grass areas and parking lots, and no space may be used on the street

side of the curb. Spaces shall generally be 10 feet wide, and shall not destroy flowers

and other sensitive features, except that Merchants shall be allowed to use the entire

frontage in front of their business, which shall be equitably allocated if Merchants share

the same frontage.

8. Fire Hydrants. All booths and exhibits must be at least 15 feet from any fire hydrant.

9. Certificates. All booths and exhibits, including Merchants, must prominently display

an official “Park Avenue Festival” certificate indicating they have permission to

operate.

10. Alcohol Laws. All booths, exhibits, and Merchants must comply with all applicable

laws relating to sale and consumption of alcoholic beverages, including the New York

State Alcoholic Beverages Control Law and the City of Rochester (the “City”) Open

Container Law.

11. Merchant Alcohol Sales. Any merchant selling alcoholic beverages for take-out must

execute a separate agreement relating to the specific Festival rules concerning take-out

sales of alcoholic beverages, including a prohibition on single servings (20 oz. or less)

of beer, wine, or other alcoholic beverages for takeout, and post a sign stating that the

City Open Container Law will be strictly enforced. PAMA shall be primarily

responsible to ensure compliance with this provision.

12. Open Containers. No alcoholic beverages may be consumed in public places at the

Festival. Enforcement of the City Open Container Law shall be the responsibility of

the Rochester Police Department (“RPD”).

13. Merchant Banners. Merchants shall not post banners outside their stores promoting

the sale of alcoholic beverages or advertising the name of a brand of beer or other

alcoholic beverage, except to the extent such banners are being used in the normal

course of business (not in connection with the Festival). PAMA shall be primarily

responsible to ensure compliance with this provision.

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14. Fire and Other Regulations. All booths, exhibits, and Merchants shall comply with

the City Fire Marshall’s rules for LP Gas and Charcoal Cookers, and all other

applicable laws, rules, and regulations.

15. Parking. Posted parking regulations shall be complied with. No parking shall be

allowed on Park Avenue between Culver Road and Alexander Streets during the

Festival, except vehicles that are part of approved booths and exhibits.

16. Entertainment Stages. Up to five entertainment stages shall be operated at the

Festival, and no “hard rock” bands will be allowed. PROMOTER shall supply at least

three entertainment stages, including entertainment. PARC and PROMOTER shall

seek corporate sponsors for two additional entertainment stages. All entertainment

shall be subject to approval of PARC.

17. Noise. Except for entertainment stages, and radio and television station booths,

amplified sounds shall not be allowed in booths, and sounds from booths and Merchant

establishments shall not be audible beyond 50 feet from their source or violate the City

Noise Ordinance.

18. Family Theme. Booths, as well as merchandise, exhibitions or other things provided

or done on City Property shall be subject to the reasonable approval of PARC, based

on decency or offensiveness, and shall not be inconsistent with the family theme of the

Festival. Nudity shall not be permitted, and partial nudity, music, or other displays

may be limited or prohibited on this basis.

19. Radio and Television Stations. Radio and television stations shall, in the discretion

of PARC, be allowed a free exhibit spot if they agree, in writing, to run at least 50

public service announcements for the Festival announcing the Festival rules relating to

parking and alcohol consumption, shuttle bus and parking garage availability, and

emphasizing consideration for the surrounding neighborhood and family theme.

Should any station broadcast from the Festival, the broadcast shall contain a similar

content and not promote a party theme. All stations shall make promotional advertising

regarding the Festival available to the PROMOTER, which they shall keep on file and

make available to PARC upon request. Participating stations must agree to keep noise

levels at a reasonable level as described in paragraph 17 above. All media shall also

be prohibited from distributing food or merchandise competing with Festival booths

and exhibits, and from distributing stickers or political items. Members of PAMA shall

not locate radio or television station booths or exhibits at their places of business

without approval of PROMOTER and PARC.

20. Political Activities. No political booths shall be allowed, and political parties and

candidates shall not be allowed to distribute stickers, popcorn, food, or merchandise

competing with Festival exhibit and booths, shall not be allowed to post signs and

banners in public places, and shall not be allowed to use amplified sound or

megaphones. However, they will be allowed to distribute literature, provided the

candidates or persons distributing literature remedy any resulting litter problems.

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21. Option for Park Avenue Residences. Owners and residents of Park Avenue

residences shall be given an opportunity in advance of the Festival to opt to not have a

booth, exhibit or portable toilets in front of Park Avenue residences, or to limit the type

of booth or exhibit in front of such residences, subject to the approval of PARC,

provided they release PARC, PAMA and PROMOTER from any resulting liability,

and further agree not to sell merchandise from their property. Anyone violating this

rule in previous years shall not be eligible for this option. Notices of this option shall

be mailed by February 28 and must be returned by March 31.

22. Free Exhibits or Booths. In addition to the booths and exhibits specified above, a

limited number of neighborhood association, public service, government and/or not-

for-profit exhibitors shall be allowed to exhibit at the Festival at no charge with the

approval of PARC. These free spaces shall not exceed three (3%) of the total number

of spaces available at the Festival. Further, PROMOTER or its designee shall be

allowed to operate booths to sell T-shirts, posters and other promotional items at no

charge, and each neighborhood association in the Park Avenue area shall be allowed a

space for a booth or exhibit near their neighborhood at no charge. The total number of

such free booths or exhibits shall not exceed three percent (3%) of the total number of

paid booths or exhibits. Free booths or exhibits shall be identified by June 1.

23. Reasonable Directions. All Participants shall comply with the reasonable directions

of PROMOTER and designated representatives of PAMA and PARC about location,

appearance and operations of booths and exhibits, noise levels, and other matters

related to the Festival.

24. Liability and Indemnification. By participation in the Festival, all Participants agree

to the terms of this paragraph. Participants release PARC, PAMA, and the

PROMOTER (including the officers, directors and agents and employees of each) from

all damages and injuries as the result of, or occurring during, the Festival. Participants

shall defend, indemnify and hold harmless PARC, PAMA, and the PROMOTER

(including directors, officers, agents, and employees of each) from any and all liabilities

and claims made in connection with Participant=s booth, exhibit, or other operations

associated with the Festival. PAMA, PARC and PROMOTER do not guarantee or

warrant any success of the Festival, and are not responsible for any claims or damages,

including lost profits, due to low attendance, cancellation, disruptions, or other

unforeseen or unplanned events. The liability of PAMA, PARC and PROMOTER for

breach of contract or any other cause whatsoever in connection with the Festival shall

be limited to amounts paid by Participant for dues, application fees and exhibitor fees.

25. Limits on Exhibits and Booths. The total of all Exhibitors and Outside Food Vendors

shall not exceed 350.

26. Other Laws, Ordinances and Regulations. PROMOTER and all Participants,

including but not limited to Merchants, Outside Food Vendors and Exhibitors, shall

comply with all other applicable laws, ordinances and regulations. Furthermore,

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PROMOTER shall use its best efforts to ensure compliance by Festival attendees with

applicable laws, ordinances and regulations, which shall include PROMOTER

contracting with RPD for police protection.

27. Direct Competition with Merchant. Any Merchant who is in direct competition with

a proposed corporate sponsor shall be given the right of first refusal to replace the

competing sponsor if they agree to match the sponsor’s monetary contribution.

PROMOTER shall give PAMA notice of all proposed corporate sponsorships. An

individual Merchant shall have ten (10) days after receipt of such notice by PAMA to

exercise this right of first refusal by notice to PROMOTER and payment of the

monetary contribution. However, if such sponsorship is arranged after July 1,

PROMOTER may set a shorter time period that is reasonable under the circumstances

for a Merchant to exercise that right of first refusal.

28. Jumbo Video Screens. PROMOTER may, at PROMOTER’s option, incorporate up

to two jumbo video screens (approximately 9’ x 12’) into the Festival. Screens shall

show a mixture of live shots of Participant booths and exhibits, entertainers and sponsor

identification. Content (except for live shots) of the screens shall be approved by a 2-

3-member committee designated by PARC in advance of the Festival. The screens shall

be placed at locations that are mutually agreeable to PROMOTER and PARC.

II. DUTIES OF PROMOTER.

A. General Duties. PROMOTER shall generally perform all services necessary to promote,

prepare for, operate, and clean up the Festival for each year, including, but not limited to,

those specified in this Agreement.

B. Specific Duties. PROMOTER's specific duties for each Festival shall include, but not be

limited to, the following services:

1. Solicitation. PROMOTER shall, with the approval of PARC, solicit Exhibitors and

Outside Food Vendors for the Festival by advertising in trade journals, mailing, a web

site, or otherwise distributing Festival brochures to potential Exhibitors and Outside

Food Vendors.

2. Applications. PROMOTER shall be responsible for the preparation, circulation,

collection, and compilation of all applications for Exhibitors and Outside Food Vendors

to participate in the Festival. Applications shall contain a clause indicating that the

applicant shall hold PROMOTER, PARC and PAMA harmless with respect to damages

sustained in relation to the Festival. All applications shall be returned to PROMOTER

at the address specified by PROMOTER and shall include a non-refundable application

fee in an amount determined by PROMOTER, as well as the required exhibition or

booth space fee in an amount determined by PROMOTER.

3. Selection. PROMOTER shall assistant in the selection of Exhibitors and Outside Food

Vendors as provided in paragraph 1(B)(5). PROMOTER shall confirm selected

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Exhibitors by May 15 and selected Outside Food Vendors by June 15.

4. Promotion. PROMOTER shall prepare two press releases regarding the Festival and

circulate them to the local media and use its best efforts to attend all press conferences

regarding the Festival.

5. Lists of Participants. PROMOTER shall furnish a list of Exhibitors and Outside Food

Vendors to PARC by June 15, and entertainment schedules to PARC by July 15. By

July 1, PROMOTER shall furnish to PARC a mailing list of Festival Exhibitors and

Outside Food Vendors. A final and complete list of all Participants shall be provided

by PROMOTER to PARC not later than five (5) days prior to the Festival, which shall

designate the type of Participant (Merchant, arts and crafts Exhibitor, Outside Food

Vendor, not-for-profit organization, radio and television station, sponsor, or other non-

artist Exhibitor).

6. Finances. PROMOTER shall maintain a separate accounting for the Festival, and shall

provide summary information, if requested, including expenses and revenues by

budgetary classification.

7. Refunds. PROMOTER shall be responsible for arranging for refunds of fees from

Exhibitors and Outside Food Vendors that were not approved. Refunds shall be

completed by June 1.

8. Rules and Regulations. PROMOTER shall distribute Festival rules and regulations

to all Exhibitors and Outside Food Vendors, specifying such other rules, regulations

and procedures as PROMOTER deems necessary to operate the Festival in an orderly

manner consistent with the rules and regulations set forth in this Agreement.

PROMOTER shall ensure that all Exhibitors and Outside Food Vendors agree to the

Festival rules and regulations in writing.

9. Space Assignments. PROMOTER shall assign all exhibit spaces (generally 10 feet in

width) for all Participants. However, Merchants shall be allowed to use the entire

frontage in front of their business, which shall be equitably allocated if Merchants share

the same frontage. In making such assignments, PROMOTER shall take the following

into consideration: (1) minimizing competition with nearby Merchants and Outside

Food Vendors and Exhibitors; (2) compatibility with location; (3) quality and

popularity of merchandise or food; and (4) past participation in previous Festivals.

Specific requests that booths or exhibits not be located in front of Park Avenue

residences made by owners or residents of such residences shall be honored, provided

that such requests are made in writing to PROMOTER by March 31 of the current

festival year (see I B. 21. above). Space assignments shall be completed by June 15.

10. Certificates and Name Tags. By July 31, PROMOTER shall prepare vendor packets

indicating permission to participate in the Festival, vehicle permits if necessary, and

ensure posting of such certificates by all exhibits and booths (making his best efforts

to see that Merchants install their permits) PROMOTER shall also prepare, sign and

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distribute one name tag, and a certificate indicating that each the Exhibitor or Outside

Food Vendor is an official Festival participant.

11. Preparation and Distribution of Signs and Flyers. PROMOTER shall prepare and

place flyers on all vehicles parked on Park Avenue beginning on the Sunday night

before the Festival advising them that no parking shall be allowed on Park Avenue on

Friday through Sunday during the Festival weekend. Prior to the Festival,

PROMOTER shall supply to PARC for distribution, flyers advising residents of streets

or areas that will be blocked in during the Festival, including Girton Place, and advising

residents of traffic closures and parking restrictions during the Festival. PROMOTER

shall prepare, and PARC shall post before, and remove after the Festival any temporary

parking signs approved in advance by the RPD indicating the appropriate side of the

street to park. PARC will post these signs on all side streets off Park Avenue that are

both (a) between East Avenue and Harvard Street or Canterbury Road, and (b) between

Culver Road and Alexander Street; and, on Culver Road between Norris Drive and

Monroe Avenue. PROMOTER shall prepare, post, and remove after the Festival “No

Alcoholic Beverages and Parking Restrictions Strictly Enforced” signs at entrances to

the Festival. PROMOTER shall provide Merchants selling alcohol with signs

indicating that the City Open Container Law will be strictly enforced. These materials

shall be available for distribution by July 1.

12. Shuttle Bus System. PROMOTER shall arrange for adequate shuttle buses during the

hours of operations of the Festival to transport Festival attendees between remote

parking locations and the Festival at no charge to PARC. In addition, at least one bus

shall be provided which shall be accessible to those in wheelchairs and other

handicapped persons. A map of bus routes shall be available by April 1. Bus stops

shall be easily identified.

13. Entertainment. PROMOTER shall arrange, schedule, and provide entertainment at

three stages, as well as selected traveling entertainers, to perform during the Festival.

PROMOTER shall provide and make all arrangements necessary for stages, sound

systems, signs indicating entertainment schedules, and tents (if necessary). This

activity shall be completed by June 15.

14. Sponsorships. If funding from sponsors for up to two additional stages is obtained,

PROMOTER shall also arrange, schedule, and provide entertainment at such stages,

including, if feasible, a children’s stage. PROMOTER may also solicit and procure

sponsors for any areas or aspects of the Festival that PROMOTER deems appropriate.

PROMOTER shall advise PARC of sponsor commitments as they made. A list of all

sponsors and their fees and/or the value of their in-kind donations shall be delivered to

PARC by October 1. The value of sponsorships shall be calculated, for purposes of

payments made pursuant to paragraphs III(A) and (B) of this Agreement, by including

the fees or value of items donated, but deducting the cost of any specific exhibit,

including sales commissions, time or activity that is specifically sponsored, as detailed

on the list provided to PARC.

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15. Staff. PROMOTER shall provide sufficient staff to set up, operate, and clean up after

the Festival. Such Staff shall wear t-shirts or other appropriate uniforms or name tags

indicating that they are Festival staff. PROMOTER shall be solely responsible for

payment of all wages, taxes, payroll deductions, benefits, mileage, meals and expenses

due for PROMOTER’s employees, outside labor and other staff. None of this staff shall

be employees of PARC or PAMA.

16. Facilities and Materials. PROMOTER shall provide all facilities and materials

necessary to operate the Festival, including snow fencing, barricades, trash receptacles,

trash bags, tables and chairs for food courts, sufficient portable toilets, and two-way

radios or cellular phones for communications. Rest stop seating shall be provided at

open spots along Park Avenue.

17. Set-Up. PROMOTER shall perform or provide all services necessary to set up for the

Festival, including supervision of set-up of booths and exhibits, direction of traffic,

towing of vehicles on Park Avenue, posting of signs, installation of barriers, installation

of tables and chairs in food courts, set up of portable toilets, stages, tents and sound

systems.

18. Festival Operations. PROMOTER shall supervise Festival operations during the

course of the Festival, including trash disposal, litter control and cleaning and

maintenance of portable toilets, and use its best efforts, with the assistance of PARC,

to address all substantial problems that may arise, including removal of unauthorized

Participants or unruly persons, and suppression of loud noise (with the assistance of the

RPD). PARC shall designate a representative as a contact person to handle problems

during the course of the Festival, and PAMA shall designate a representative as a

contact person to handle Merchant problems during the course of the Festival.

19. Cleanup. PROMOTER shall be responsible for trash disposal and cleanup after the

Festival, including removal of all exhibits and booths, and removal of garbage and

litter. Portable toilets shall also be cleaned on the Saturday evening during the Festival.

Park Avenue shall be restored to its pre-Festival condition (or better) by 6:00 AM on

the Monday after (i.e. the day after) the Festival.

20. Security. PROMOTER shall arrange and pay for provision of officers from the RPD

to work shifts as deemed necessary by RPD during Festival days. Security

arrangements shall be finalized by June 1. PROMOTER shall also arrange for

overnight security on Friday and Saturday nights of the Festival.

21. Insurance. PROMOTER shall procure a $2,000,000 Special Event insurance policy

to cover all liabilities of PARC, and PAMA, including their officers and directors, the

City and PROMOTER, with respect to the Festival, and such other insurance as may

be required by the City of Rochester. Insurance documentation shall be provided to

PARC by July 1.

22. Meetings. PROMOTER or its representative shall all attend at least five monthly

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meetings of PARC concerning the Festival, including prior to the Festival and one

“wrap-up” meeting after the Festival, provided at least seven days’ notice is given to

PROMOTER. PROMOTER shall immediately notify PARC if PROMOTER cannot

attend a meeting.

23. Permits. By April 30, PROMOTER shall apply for, and use its best efforts to obtain,

with the assistance of PARC, all permits necessary to conduct the Festival, including

permits for a block party from the City and for a large public gathering from the New

York State Department of Health. If the necessary permits to conduct the Festival are

not obtained, PARC may cancel the Festival.

24. Emergency Health Care. PROMOTER shall provide sufficient and ambulance and

emergency health care personnel and supplies for the Festival, assuming attendance of

250,000 in total over the two days of the Festival.

25. Communications. PROMOTER shall be responsible for communications with all

Exhibitors, Outside Food Vendors, Merchants, residents, the City, suppliers, and other

persons and entities as necessary to prepare for, coordinate, and operate the Festival.

PROMOTER shall make its phone number and email address available for inquiries

regarding the Festival. During the Festival, PROMOTER shall provide an adequate

communications system with a range of at least one and one-half miles to communicate

with representatives of PARC and PAMA and emergency personnel. Communication

arrangements shall be finalized by June 1.

26. Judges. PROMOTER shall select and supervise a team of Festival Judges that shall

judge arts and crafts Exhibitors and shall give monetary awards to winners. Such

awards shall be paid by PROMOTER.

27. Questionnaires. PROMOTER shall distribute questionnaires to Exhibitors, Outside

Food Vendors and Merchants, requesting suggestions and comments on the Festival.

Responses shall be mailed to PARC or its designee.

28. Financial Records. PROMOTER shall prepare a detailed financial report of the

Festival revenues, expenses and receipts, and shall make such report, and its supporting

financial records, available for review and audit by PARC and PAMA, by October 1.

29. Certificates of Insurance. PROMOTER will be responsible for receiving Certificate

of Insurance from all vendors with $1,000,000 general liability policy listing the City

of Rochester, Park Avenue Revitalization Committee and Park Avenue Merchants

Association as additional insured.

III. PAYMENTS. A. Payment to PARC. Except as provided in paragraph III(B) below, on or before October

15th of each year, PROMOTER shall pay the Twenty Thousand ($25,000.00) Dollars, plus

twenty-five (25%) percent of net sponsorships (see II B. 14.above) in excess of Twenty

Five Thousand ($25,000.00) Dollars to PARC, or to associations designated by PARC in

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shares designated by PARC.

B. Alternate Payment to PARC. In the event that both (i) the value of sponsorships is less

than Twenty Thousand ($20,000.00) Dollars in any given year, and (ii) the number of

Outside Food Vendors and Exhibitors (including sponsors but not free booths and exhibits)

is below 330 in that year, then the following amounts shall be paid by PROMOTER to

PARC for that year:

1. Ten Thousand ($10,000.00) Dollars; and

2. If the total number of paid Outside Food Vendors and Exhibitors (including sponsors

but not free booths and exhibits) in the Festival for that year exceeds 299, based upon

the number of 10 foot by 10 foot booth spaces, Thirty-Five Dollars ($35.00) for each

such Outside Food Vendor and Exhibitor above 299; and

3. Payments based on the value of sponsorships as follows:

a. If the value of sponsorships totals no more than Ten Thousand ($10,000.00)

Dollars, one-half of the value of the sponsorships.

b. If the value of sponsorships total greater than Ten Thousand ($10,000.00) Dollars,

Five Thousand ($5,000.00) Dollars, plus one-half of any excess in the total value

of sponsorships above Twenty-Five Thousand Dollars ($25,000).

C. Overnight Security. PROMOTER shall provide overnight security for the vendor booths

on Park Avenue in a plan approved by the Rochester Police Department.

D. Application Fees. PROMOTER shall retain the application fees for each Outside Food

Vendor and Exhibitor (less any cash awards and Festival Jury fees paid).

E. Late Fees. PROMOTER shall retain all late fees for that year collected pursuant to

paragraph I(B)(6) of this Agreement.

F. Late Payments. If PROMOTER fails to make payment to PARC as required by October

15, PROMOTER shall pay PARC interest on the unpaid balance in the following

amount(s):

1. Between October 16 and November 15, three (3%) of the unpaid balance.

2. Between November 16 and December 15, and additional two (2%) of the unpaid

balance, for a total of five (5%) of the unpaid balance.

3. After December 15, an additional two (2%) of the unpaid balance, for a total of seven

(7%) of the unpaid balance.

IV. OTHER TERMS. This Agreement shall be governed by the following additional terms:

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A. Scope of Agreement. This Agreement shall constitute the entire agreement of the parties

and shall supersede any previous oral or written understandings. Further, it may only be

amended by a writing signed by the parties.

B. Choice of Law and Forum. This Agreement shall be governed by and construed under

the laws of the State of New York. Any dispute that is not resolved amicably between the

parties shall be submitted to a court of competent jurisdiction sitting in Rochester, New

York.

C. Gender and Number. The use of one gender in this Agreement shall include all others,

and the use of the singular shall include the plural and vice-versa.

D. Notices and Communications. All notices and communications required under this

Agreement, including the delivery of any reports or documents, shall be accomplished by

actual delivery to the parties' addresses set forth above.

E. Assignment and Binding Effect. This Agreement shall not be assigned by either party

without the written consent of the other and shall be binding upon and inure of the benefit

of their successors, trustees, receivers, executors, administrators, and heirs.

F. Counterparts. This Agreement may be executed in one or more counterparts, each of

which shall be deemed an original, but all of which together shall constitute one and the

same instrument.

G. Construction. No rule of construction shall be applied to construe any ambiguities in this

Agreement against the draftsperson.

H. Authorization. Each party hereby represents and warrants to the other that its respective

signatures set forth below have been and are on the date of this Agreement duly authorized

by all necessary and appropriate board action required to authorize execution of this

Agreement.

I. Descriptive Headings. The descriptive headings of the various provisions of this

Agreement are included for convenience only, and they are not intended to affect the

meaning or construction of any of the provisions of this Agreement.

J. Separability. If any provision of this Agreement is determined to be invalid or

unenforceable, that shall not affect the validity or enforceability of the remaining portions

of this Agreement.

K. Independent Contractor. PROMOTER is an independent contractor of PARC, and not

an employee or joint venture.

L. Indemnification. PROMOTER shall defend and indemnify PARC, PAMA, Park Avenue

neighborhood associations, and their directors, officers and members for all claims and

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liability arising out of PROMOTER’s negligence, recklessness, intentional wrongful acts,

and acts or omissions constituting a breach of this Agreement.

PARC, PAMA, Park Avenue neighborhood associations, and their directors, officers and

members shall defend and indemnify PROMOTER and its directors, officers and members

for all claims and liability arising out of PARC, PAMA, Park Avenue neighborhood

associations’ negligence, recklessness, intentional wrongful acts, and acts or omissions

constituting a breach of this Agreement

M. Term. This Agreement encompasses the Festival for one year. The rules, rights, duties,

and obligations described in this Agreement apply for each year independently. The dates

for the Festival for 2020 are subject to change by PARC. Except where otherwise clearly

indicated by the context, all deadlines set forth in this Agreement are for dates during the

same calendar year as the Festival to which the described event or task pertains. However,

if the performance of either party during any year is unsatisfactory, the other party may

cancel this Agreement for the Festival in future year(s) by written notice to the other party

on or before November 30. Furthermore, if due to a change in applicable laws or

regulations, or a substantial change in circumstances, the terms of this Agreement become

illegal or economically infeasible for the years, the parties shall use their best efforts to

modify this Agreement to address such change in circumstances, but if they are unable to

agree upon such modification(s), either party may cancel this Agreement for future year(s)

by written notice to the other party on or before November 30.

N. Rights to the Festival. PARC has exclusive rights to operate the Festival and has all rights

to the names “Park Avenue Summer Arts Fest,” “Park Avenue Arts Festival,” and “Park

Avenue Festival.”

By executing below on the dates set forth below, the parties have agreed to bind themselves

to this Agreement.

PARK AVENUE REVITALIZATION COMMITTEE, INC.

By: __________________________________________________ Dated: _________________

PARK AVENUE MERCHANTS ASSOCIATION, INC.

By: __________________________________________________ Dated: _________________

PROMOTER:

By: __________________________________________________ Dated: _________________