Q-Ality Sound vendor and equipment agreement

The draft agreement with Q-Ality Sound for sound, stage and lighting at the Rainbow DJ Lab, covering sole-source selection, donated gear, child-safety authority, insurance and data.

Status: Draft for board approval. Term: 1 year, renewable. Blanks in [brackets] are filled in when the board approves the agreement. Signing it, with the board's sole-source memo and Q-Ality's insurance certificates on file, is on the launch checklist.

Cover note

This document answers five questions that a board, funder, insurer or auditor will ask:

1. Why was Q-Ality Sound selected without competitive bidding?
2. Who insures and stores the donated DJ gear?
3. What may Q-Ality do with program visibility?
4. Who controls volume and stage safety?
5. What insurance certificates are on file?

It is written as one agreement because the answers overlap. It is cross-linked from the sole-source justification, the equipment use agreement, the insurance certificate page, the park district MOU, third-party vendors, hearing safety, the youth protection policy and event-day supervision.

No conflict of interest is alleged or implied. This is a vendor and asset management document. It exists because documented agreements protect the program, the vendor, the donors and the families.

1. Parties and term

• Program owner: Ras Tafari Inc., an Illinois 501(c)(3) nonprofit ("Ras Tafari")
• Vendor: Q-Ality Sound ("Q-Ality")
• Program: Rainbow DJ Lab
• Venue: Rainbow Beach Park, Chicago
• Term: [start date] to [end date], renewable annually by board resolution
• Review: annual, before renewal

Independent parties. Q-Ality is an independent contractor. Nothing in this agreement creates a partnership, joint venture, agency or employment relationship. Q-Ality is not a program of Ras Tafari and does not speak for Ras Tafari.

2. Selection and sole-source justification

2.1 Basis of selection

Q-Ality was selected without competitive bidding. The reasons are documented below and approved by the Ras Tafari board.

2.2 Written justification

Q-Ality is the selected vendor because:

1. Equipment. Q-Ality owns and operates a complete sound stage and lighting system suitable for an outdoor youth program at Rainbow Beach Park.
2. Skills. Q-Ality has demonstrated experience with live sound reinforcement, stage setup and outdoor event production.
3. Prior performance. Q-Ality has performed this scope for Ras Tafari and partner events without safety or performance failure. [Add dates.]
4. Interface. Ras Tafari's donated DJ controllers connect to Q-Ality's system without modification. A different vendor would require adapters, re-cabling or new gear at additional cost.
5. Timing and cost. Bidding would delay the program and is unlikely to produce a lower total cost for the same scope, given the small number of vendors with this equipment and outdoor capability in the area.

2.3 Fair-market-value finding

The board finds that the agreed rate of [$ amount] for [scope: stage, sound, lighting, load-in/out] is fair and reasonable based on:

• comparable outdoor event sound and lighting quotes [attach or reference];
• prior invoices from Q-Ality for similar scope;
• the cost of renting equivalent equipment separately.

2.4 Board action

• Approved by the board on [date] by resolution [number].
• Any board member or officer with a relationship to Q-Ality, its owners or its staff recused from discussion and vote.
• Recusal recorded in the minutes.

2.5 Annual review

Before each renewal, the board will:

• review Q-Ality's performance, safety record and insurance;
• confirm the sole-source justification still holds;
• confirm no reasonably comparable vendor is available at lower total cost;
• re-approve or re-bid.

Sole-source status is reviewed, not automatic.

3. Scope of services

3.1 Q-Ality provides

• Sound stage and staging.
• Sound reinforcement (PA, monitors, mixing, microphones as needed).
• Stage lighting.
• Load-in, setup, sound check, operation and load-out within the agreed schedule.
• Technical staff required to operate the above.

3.2 Q-Ality does not provide and does not do

• Youth supervision, instruction, coaching or discipline.
• Curriculum, lesson planning or program design.
• Selection of participants, Spotlight slots or performers.
• Access to family or participant data.
• Media, photography or recording of participants.
• Medical, allergy or emergency response for participants.
• Background checks (handled by the Chicago Park District; see section 8).
• Any role in trainer hiring, pay, evaluation or scheduling.
• Any role in SelassieFest talent selection (see section 4.4).

3.3 Boundary rule

Q-Ality staff work on the stage and the system. Ras Tafari staff and CPD-credentialed adults work with the kids. These roles do not blend during program hours.

4. Program visibility and vendor conduct

4.1 Use of program name

Q-Ality may state factually that it provides sound, stage and lighting for Rainbow DJ Lab. Q-Ality may not use the Ras Tafari name, logo or program name in advertising, sponsorship decks or promotional material without written approval from Ras Tafari.

4.2 No solicitation of families

Q-Ality staff will not solicit families or participants for private lessons, tutoring or coaching; equipment or gear sales; paid services of any kind; or any outside business.

4.3 No images or recordings of participants

Q-Ality will not photograph, record, stream or publish images or audio of participants. Q-Ality will not use participant performances in demo reels, social media or marketing. If Ras Tafari arranges media, it is arranged by Ras Tafari, under signed media consent, and Q-Ality receives no media rights.

4.4 No role in selection or performance outcomes

• Spotlight slots are assigned by Ras Tafari, and only for children with performance consent.
• SelassieFest talent selection is by audience vote, counted by a person or group with no interest in the result. Q-Ality has no role.
• Q-Ality staff will not lobby for or against any participant.

4.5 No exclusivity

This agreement grants no exclusive right, no right of first refusal and no automatic renewal. Ras Tafari may use other vendors for other events at any time.

4.6 Gifts and gratuities

Q-Ality staff will not offer gifts, gratuities or referral payments to Ras Tafari board, staff, trainers or volunteers. Ras Tafari personnel will not accept them.

5. Equipment: donated DJ gear and the Q-Ality system

5.1 Ras Tafari's donated gear

Ras Tafari owns DJ controllers and related gear donated for program use ("Program Gear"). Program Gear is a charitable asset and is used only for Ras Tafari programs unless the board approves otherwise in writing.

5.2 Interface with the Q-Ality system

Program Gear connects to Q-Ality's system during sessions. This is a technical interface only. It does not transfer ownership, control or any right to Program Gear.

5.3 Storage

• During program days: Program Gear is transported and stored by Ras Tafari. [Or: stored in Q-Ality's locked [location] during the session day only, released only to Ras Tafari staff.]
• Between sessions: Program Gear is stored by Ras Tafari at [location].
• Q-Ality has no key, code or access to Program Gear storage outside program hours.

5.4 Use restriction

Q-Ality may not use Program Gear at other events, for other clients, for Q-Ality's own promotion, recording or testing, or off the Rainbow DJ Lab site.

5.5 Damage, loss and return

• Q-Ality will report any damage or loss to Ras Tafari within 24 hours.
• Q-Ality's insurance covers Program Gear while it is on Q-Ality's system or in Q-Ality's possession.
• On termination of this agreement, any Program Gear in Q-Ality's possession is returned within [5] business days, inventoried and signed for.

5.6 Inventory

An inventory of Program Gear is kept as Appendix A and updated at least annually.

6. Safety: volume and stage authority

6.1 Child safety authority

The Ras Tafari safety lead has final authority over anything affecting participant safety, including volume, stage access, lighting intensity and stopping the event.

6.2 Volume caps

• Program volume is capped at [XX] dB(A) at the participant area, measured at [distance] from the speakers. See hearing safety.
• Q-Ality will operate within the cap and adjust on request.
• Ras Tafari may lower the cap at any time during the session.

6.3 Override

If the safety lead requests a change for safety reasons, Q-Ality complies immediately. If compliance is not immediate, the event pauses until it is.

6.4 Stage access

• Participants are on stage only with Ras Tafari staff present.
• Q-Ality staff do not supervise participants on stage, backstage or during transitions.
• Backstage and cable runs are managed so participants do not enter unsafe areas.

6.5 Cables, rigging and trip hazards

Q-Ality is responsible for safe cable management, rigging and securing all equipment it brings. Ras Tafari will report hazards immediately, and Q-Ality will correct them before the session continues.

7. Insurance and liability

7.1 Q-Ality insurance

Q-Ality will maintain, at its own cost:

• Commercial general liability: [$1,000,000] per occurrence / [$2,000,000] aggregate.
• Automobile liability (if vehicles are used): [$1,000,000].
• Workers' compensation: statutory limits.
• Umbrella/excess: [$1,000,000].

Q-Ality will name Ras Tafari Inc. as an additional insured on its general liability policy for this program, and will provide a waiver of subrogation where available.

7.2 Ras Tafari insurance

Before the first session, Ras Tafari will maintain:

• general liability for its operations;
• abuse and molestation coverage for youth programming;
• coverage for Program Gear.

None of this is in place yet; it is a launch requirement.

7.3 Certificates on file

Certificates of insurance are tracked in Appendix B. Certificates are due before the first session of the term, on renewal, and within [10] days of any change or cancellation notice. If a certificate lapses, Q-Ality may not work the program until it is restored.

7.4 Indemnification

Each party indemnifies the other for claims arising from its own negligence or willful misconduct, to the extent permitted by law.

7.5 No admission of fault

This section is risk allocation. It is not an allegation of fault by either party.

8. Adults, background checks and complaints

8.1 Background checks

Background checks for adults working with youth are governed by the Chicago Park District's rules and are administered through the Park District. Ras Tafari does not substitute its own process. Q-Ality staff who will be on site during program hours comply with Park District requirements.

8.2 Complaints

Day-to-day complaints about any adult go to the Chicago Park District: the Rainbow Beach Park office, (312) 745-1479, or any Park District staff member. Ras Tafari will not investigate in place of the Park District and will cooperate fully with any Park District inquiry. Suspected abuse or neglect goes straight to the DCFS Hotline, 1-800-25-ABUSE; immediate danger to 911. See report a concern.

8.3 Reporting to Ras Tafari

If an incident involves Ras Tafari participants, equipment or the program schedule, Q-Ality will notify the Ras Tafari safety lead the same day.

8.4 No unsupervised youth contact

Q-Ality staff do not have unsupervised contact with participants at any time. If Q-Ality staff must be in a space with participants, a Ras Tafari or CPD-credentialed adult is present.

9. Data and privacy

9.1 No data access

Q-Ality receives no participant data: no names, rosters, contact details, medical information, check-ins, ratings or logs.

9.2 No recordings

Q-Ality does not record, stream or store audio or video of participants.

9.3 Third-party vendor listing

Q-Ality is listed in third-party vendors as a vendor with no data access.

9.4 Media

Any media involving participants is arranged by Ras Tafari under signed consent. Q-Ality receives no rights to that media.

10. Conflict of interest and recusal

10.1 Disclosure

Q-Ality's principals disclose annually, in writing, any family, business or financial relationship to Ras Tafari board members, officers, trainers or SelassieFest, using the disclosure form in the conflict of interest policy.

10.2 Recusal

Any Ras Tafari board member or officer with a relationship to Q-Ality recuses from discussion and vote on this agreement; its renewal or termination; any change in scope or rate; and any dispute involving Q-Ality. Recusal is recorded in the minutes.

10.3 No conflict alleged

This section documents process. It does not assert that any conflict exists.

10.4 SelassieFest

SelassieFest is produced by Ras Tafari Inc. but makes its own decisions about its lineup. Talent from the Rainbow DJ Lab is selected to perform there by audience vote only, counted by a person or group with no interest in the result. Ras Tafari staff, Q-Ality and trainers have no role in counting that vote and no influence over its outcome.

11. Term, review and termination

11.1 Term

One year, renewable by board resolution.

11.2 Annual review checklist

Before renewal, the board confirms:

• [ ] the sole-source justification still holds;
• [ ] the fair-market-value finding still holds;
• [ ] performance is satisfactory;
• [ ] there are no unresolved safety issues;
• [ ] insurance is current and on file;
• [ ] there are no unresolved complaints;
• [ ] the equipment inventory is reconciled;
• [ ] recusals are recorded.

11.3 Termination

Either party may terminate with [30] days' written notice. Ras Tafari may terminate immediately for safety reasons, a lapse of insurance, or a breach of sections 4, 5, 6, 8 or 9.

11.4 Effect of termination

• Program Gear is returned within [5] business days.
• The final invoice is settled.
• Certificates and records are retained per retention and deletion.

12. Records

Ras Tafari retains this agreement and any amendments; the board resolution and recusal minutes; certificates of insurance; the equipment inventory and condition reports; incident reports involving Q-Ality; and annual review checklists, for at least 7 years (see the conflict of interest policy, section 14).

Signature blocks

Board approval: Resolution __ Date __ Recusals recorded: Yes / No

Appendix A: Program Gear inventory

Last reconciled: __ by __

Appendix B: Insurance certificate tracking

Additional insured endorsement naming Ras Tafari: not yet on file.

Appendix C: Annual review record

Where each question is answered