HomeMy WebLinkAboutPSA with Plan Ahead Events for 2015 Kleiner Park LIVE Concert SeriesPROFESSIONAL SERVICES AGREEMENT
FOR CONCERT SERIES PRODUCTION SERVICES
This PROFESSIONAL SERVICES AGREEMENT FOR CONCERT SERIES PRODUCTION
SERVICES ("Agreement") is made this -a day of I , 2015 ("Effective Date"), by and between
the City of Meridian, a municipal corporation organizethe laws of the State of Idaho ("City") and
Plan Ahead Events - Boise, whose address is P.O. Box 1074, Eagle, Idaho 83616 ("Promoter").
WHEREAS, City and Promoter are mutually interested in enhancing the Meridian community's
quality of life by providing and supporting opportunities for members of the Meridian and greater
communities to enjoy music in a public venue; and
WHEREAS, City desires that the bandshell (`Bandshell") at Julius M. Kleiner Memorial Park,
located at 1900 N. Records Avenue, in Meridian, Idaho ("Park") serve as such a place, and to that end, the
Meridian Parks and Recreation Department wishes to present a series of concerts entitled "Kleiner Park
Live," to be held in the Bandshell during the summer;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged and agreed, and in consideration of the mutual promises and covenants herein
contained, the Parties agree as follows:
1. SCOPE OF SERVICES.
A. Concert planning and presentation. Promoter shall plan and present at least six (6) concerts, to
be held at the Bandshell (collectively, "Event"), in accordance with the concert specifications set
forth herein.
B. Concert specifications. Each concert comprising Event shall comply in all respects with each and
all of the following specifications.
1. Each concert shall be presented on Thursday evenings sometime within the date range of June
4, 2015 to September 24, 2015.
2. Each concert shall end by 9:00 p.m.
3. Event or any concert shall be canceled in case of inclement weather, park closure, or by order
of the Director of the Parks and Recreation Department.
4. All set-up, rehearsal, and/or sound checks at Bandshell shall occur between 12:00 p.m. and
6:00 p.m. on concert dates.
5. Amplified sound shall not exceed sixty-two (62) decibels at the perimeter of the park. Under
no circumstances may amplified sound be used after 9:00 p.m.
6. Each concert and all components thereof shall comply in all respects with all conditions of the
applicable City of Meridian Temporary Use Permit and other applicable permits and
permitting requirements, Meridian City Code, and state and federal law.
II. PROMOTER RESPONSIBI]ITIES
A. Event planning and production. Promoter shall plan for and provide, at Promoter's sole
expense, all logistics of Event and each concert thereof, including, but not limited to, performers,
instruments, sound system, food and beverage vendors, alcohol permitting, event security, crowd
management, first aid stations, portable restrooms, temporary fencing, signs, and extra garbage
receptacles. Promoter shall be on site at each concert to supervise set-up and tear -down, and to
ensure that use of Park and Park facilities, amenities, infrastructure, and/or vegetation is
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appropriate and reasonable.
B. Performers. At least thirty (30) days prior to the first concert, and in any case before approaching
any performer regarding performance in Event, Promoter shall obtain City's written consent to
such performance. Promoter shall engage only performers reasonably likely to attract no more
than two thousand (2,000) people. City shall be entitled to disallow Promoter's engagement of
any performer that, in City's sole discretion, is inappropriate for the Bandshell venue, Park, or
Event. Promoter shall be responsible for ensuring that any and all performers performing in Event
comply with the following requirements and restrictions:
1. Performers shall perform such material and in such a manner as shall be appropriate for all
ages, values, and sensibilities. Performers' performance and attire shall not include language,
attire, and/or behavior that is profane, sexual, violent, or discriminatory in nature.
2. Promoter and/or Performers shall be authorized to sell albums and/or merchandising material
at each concert and may retain the proceeds of such sales.
3. Performers shall not use or consume any alcoholic beverage, tobacco product, or electronic
cigarette until the conclusion of the performance, and in no case shall Performers use,
consume, or visibly possess or display such products on stage or in the Bandshell. The use or
consumption of any such products shall comply in all respects with Meridian City Code and
state law. Specifically, without limitation, Performers shall comply with Meridian City Code
section 13-2-6(W), which states: "No person shall light, use, or consume any tobacco product
or electronic cigarette in any city park, provided that this prohibition shall not apply to parking
lots in city parks. The definition of the terms 'tobacco product' and 'electronic cigarette' shall
be as set forth in Idaho Code section 39-5702."
Promoter shall be responsible for all contractual arrangements and obligations, financial or
otherwise, with Event performers.
C. Promotion. Event shall be billed by both parties as "City of Meridian presents Kleiner Park Live
produced by Plan Ahead Events." Promoter may, at Promoter's election and sole expense and
effort, purchase commercial advertising to promote Event, and/or may promote Event via
broadcast, online, social, or print media. City hereby conveys to Promoter permission to use
City's name in all forms and media and in all manners, except that City's logo may not be used in
any manner whatsoever without the express, written consent of the Mayor's Chief of Staff. To the
extent practicable, City shall be given the opportunity to review and approve all promotional
materials in advance of their publication, broadcast or dissemination.
D. Food vendors. Promoter may engage up to three (3) food vendors to sell concessions in Park
during each concert. Vendors may arrive at Park no earlier than 5:00 p.m. on the day of the
concert for which they are engaged. Vendors shall not offer for sale or give away snow cones,
shaved ice, Italian ice, or similar product. At least thirty (30) days prior to the first concert,
Promoter must submit an event notification to the Central District Health Department. Promoter
may retain any proceeds collected from food vendors.
E. Alcohol sales and service. Alcoholic beverages may be sold or served at Event, at Promoter's
election. If alcoholic beverages are sold or served, Promoter shall be responsible for obtaining an
Alcohol Catering Permit from the Meridian City Clerk's Office, and shall ensure that persons
serving alcoholic beverages hold current Alcohol Server Training certification, as required by
Meridian City Code. Any and all alcoholic beverages purchased at Event must be purchased and
consumed within the designated area as approved by the Meridian Police Department pursuant to
City of Meridian Alcohol Catering Permit, Meridian Parks Alcohol Permit, and/or City of
Meridian Temporary Use Permit. Promoter may retain any proceeds collected from alcohol sales.
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F. Attendees' own alcohol. Promoter may allow Event attendees to bring their own alcoholic
beverages to Event for personal consumption, at Promoter's election. Promoter shall notify City if
Event attendees will be allowed to bring and consume their own alcoholic beverages at Event, in
which case City shall be responsible for obtaining a Parks Alcohol Permit from the Meridian Parks
& Recreation Department.
G. Event sponsorship. Promoter may sell sponsorships of Event, and may retain all proceeds
collected from such sponsorships. Promoter may not engage any sponsor which promotes or
endorses any of the following content:
1. Content that is deemed in violation of this policy or any other applicable City policy;
2. Profane, obscene, indecent, violent, or pornographic content and/or language;
3. Content that promotes, fosters or perpetuates discrimination on the basis of race, creed, color,
age, religion, gender, sexual orientation, or national origin;
4. Defamatory or personal attacks;
5. Threats to any person or organization;
6. Content that promotes, fosters or perpetuates conduct in violation of any federal, state or local
law;
7. Content that encourages or incites illegal activity;
8. Information that may compromise the safety or security of the public or public systems;
9. Content that violates a known legal ownership interest, such as a copyright, of any party; or
10. Any content that contains or perpetuates a message that the Director of the Parks & Recreation
Department deems to be inappropriate and not in the best interest of the City of Meridian.
If the City becomes aware that any engaged or potential sponsor of Event promotes or endorses
such content, the City may terminate this Agreement, restrict or remove any content that is
deemed in violation of this policy or any applicable law, and/or cancel the sponsored concert or
Event.
H. No admission fees. Event shall be provided to the public at no cost; Promoter may not collect
admission fees for Event or any component thereof, except that Promotor may charge admission to
a "VIP tent" with the understanding that Promotor shall accept all responsibility and risk for same,
and shall specifically indemnify City for any and all losses and expenses related to or resulting
from the charging of an admission fee to individuals to access any portion of the park that would
otherwise be open to the general public for recreational purposes. Promoter acknowledges that
Park and Bandshell are public places, and that with this limited exception, all members of the
public shall be invited to attend. The public must have general access to all areas of Park at all
times, so long as such access does not unduly interfere with the use of Park for Event.
I. Bandshell. Promoter acknowledges that Bandshell is an outdoor, open, public venue. Promoter
shall be solely responsible for any and all measures necessary to protect equipment, instruments,
and performers from damage due to weather or other conditions that do or may exist.
J. Vehicles. Driving or parking vehicles on non -designated driving or parking surfaces shall be
prohibited, with the limited exception of vehicles driven short distances on non -designated driving
surfaces for the purpose of transporting, loading, or unloading equipment and supplies during set-
up or tear -down. Vehicles may be driven on turf only at the direction of Meridian Parks &
Recreation Department staff.
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M. CITY RESPONSIBILITIES.
A. Primary Source of Contact for City. City shall provide Promoter the name, e-mail address, and
telephone number of specific City personnel (hereinafter "City Contact") who shall serve as City's
primary contact between City and Promoter for all day-to-day matters regarding set-up, operation,
and tear -down of Event in Park.
B. Promotion. City shall promote Event in community promotional materials and avenues,
including the City newsletter, City website, Meridian Parks & Recreation Department Activity
Guide, and local media and event calendars. City shall list Promoter as "Plan Ahead Events" in all
promotional materials that are created by City or within the City's control.
C. Bandshell. City shall reserve and make the Bandshell and Park available for the Event.
D. Temporary Use Permit. City shall obtain a temporary use permit for the Kleiner Park Live
concert series.
E. Parks Alcohol Permit. Promoter may allow Event attendees to bring their own alcoholic
beverages to Event for personal consumption, at Promoter's election. Promoter shall notify City if
Event attendees will be allowed to bring and consume their own alcoholic beverages at Event, in
which case City shall be responsible for obtaining a Parks Alcohol Permit from the Meridian Parks
& Recreation Department.
F. No financial obligation. The parties agree that City shall have no obligation to contribute
personnel or funding to the planning or production of Event, and no obligations other than those
specifically set forth in this Agreement.
G. Cancellation. The Director of the Meridian Parks & Recreation Department or his designee may,
in his sole discretion, elect to cancel one or more concerts, with no notice to Promoter, where
cancellation is in the best interest of City or the public health, safety, or welfare, due to weather,
act of God, unforeseen park closure, or other reason. A decision regarding whether to cancel the
concert due to weather shall be made no earlier than noon (12:00 p.m.) on the date of the relevant
concert.
IV. TERMS AND CONDITIONS
A. Term. This Agreement shall become effective as of the Effective Date upon execution by both
parties, and shall expire on September 30, 2015 unless earlier terminated or extended in the
manner as set forth in this Agreement.
B. Time of the essence. Promoter acknowledges that services provided under this Agreement shall
be performed in a timely manner. The Parties acknowledge and agree that time is strictly of the
essence with respect to this Agreement, and that the failure to timely perform any of the
obligations hereunder shall constitute a breach of, and a default under, this Agreement by the party
so failing to perform.
C. Notice. Communication between Promoter and the City Contact regarding day-to-day matters
shall occur via e-mail or telephone. All other notices required to be given by either of the parties
hereto shall be in writing and be deemed communicated when personally served, or mailed in the
United States mail, or via e-mail, addressed as follows:
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City:
City of Meridian
Attn: Parks and Recreation Director
33 E. Idaho Avenue
Meridian, Idaho 83642
ssiddoway@meridiancity.org
Promoter:
Becky Breshears
Plan Ahead Events - Boise
P.O. Box 1074
Eagle, Idaho 83616
becky.breshears@planaheadevents.com
D. City policy applies. Promoter shall comply with all City policies and codes applicable to use of
City property and facilities, including, but not limited to, policies of the Meridian Parks and
Recreation Department.
E. Photography and recording. City shall be authorized to photograph, record, video tape,
reproduce, transmit, or disseminate, in or from the park, the performance solely for educational
and public information purposes. City shall not be responsible for the actions of persons who are
not under its employment or control.
F. Subcontracting or assignment of obligations. Promoter shall not subcontract or assign any of its
obligations or rights under this Agreement related to or that may relate to its professional event
planning expertise. Promoter may subcontract or assign obligations that do not require such
expertise, including, but not limited to, such obligations as transport and set-up of special
equipment and/or instruments. Any subcontractor or assignee shall be bound by all the terms and
conditions of this Agreement.
G. Termination. Grounds for termination of this Agreement shall include, but shall not be limited
to: an act or omission by either party which breaches any term of this Agreement; an act of nature;
other unforeseeable event which precludes or makes impossible the performance of the terms of
this Agreement by either party; or a change in circumstances that renders the performance by
either party a detriment to the public health, safety, or welfare. Either party may terminate this
Agreement by providing fourteen (14) days advance written notice of intention to terminate. Such
written notice shall include a description of the breach or circumstances providing grounds for
termination. A twenty-four (24) hour cure period shall commence upon mailing of the notice of
intention to terminate. If, upon the expiration of such cure period, cure of the breach or
circumstances providing grounds for termination has not occurred, this Agreement may be
terminated upon provision of written notice of termination.
H. Non -waiver of breach. A waiver of any breach or default of any provision of this Agreement
shall not be construed as a waiver of a breach of the same or any other provision hereof.
I. Insurance. Promoter shall submit to City proof of an insurance policy issued by an insurance
company licensed to do business in Idaho protecting Promoter, Promoter's employees, and
Promoter's agents from all claims for damages to property and bodily injury, including death,
which may arise during or in connection with Event, including Event set-up and tear -down. Such
insurance shall name City as additional insured, and shall afford at least one million dollars
($1,000,000.00) per person bodily injury, one million dollars ($1,000,000.00) per occurrence
bodily injury, and one million dollars ($1,000,000.00) per occurrence property damage. The
limits of insurance shall not be deemed a limitation of the covenants to indemnify and save and
hold harmless City as set forth in this Agreement or any permit. If City becomes liable for an
amount in excess of the insurance limits herein provided due to the actions or omissions of
Promoter or any Promoter employee, agent, contractor, official, officer, servant, guest, and/or
invitee, or any participant in or observer of Event or related activities, Promoter covenants and
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agrees to indemnify and save and hold harmless City from and for all such losses, claims, actions,
or judgments for damages or liability to persons or property.
J. Indemnification. Promoter shall, and hereby does, indemnify, save, and hold harmless the City
and any and all of its employees, agents, volunteers, and/or elected officials from any and all
losses, claims, and judgments for damages or injury to persons or property, and from any and all
losses and expenses caused or incurred by Promoter, its assistants, servants, agents, employees,
guests, and/or business invitees, in connection with this Agreement or activities related thereto,
including the indemnity agreed to in section II.H of this Agreement. Promoter acknowledges that
provision of the services described hereunder presents risks, some of which are unknown, and do
agree to assume all such known or unknown risks.
K. Waiver. Except as to rights held under the terms of this Agreement, Promoter shall, and hereby
does, waive any and all claims and recourse against City, including the right of contribution for
loss and damage to persons or property arising from, growing out of, or in any way connected with
or incident the performance of this Agreement, whether such loss or damage may be attributable to
known or unknown conditions, except for liability arising out of concurrent or sole negligence of
City or its officers, agents or employees.
L. Relationship of Parties. Promoter is an independent contractor and is not an employee, agent,
joint venturer, or partner of City. Nothing in this Agreement shall be interpreted or construed as
creating or establishing the relationship of employer and employee between Promoter and City or
any official, agent, or employee of City. Specifically, without limitation, Promoter understands,
acknowledges, and agrees:
1. Except as otherwise set forth herein, Promoter is free from actual and potential control by City
in the provision of services under this Agreement.
2. Promoter is engaged in an independently established trade, occupation, profession, or business.
3. Promoter has the authority to hire subordinates.
4. Promoter owns and/or will provide all major items of equipment necessary to perform services
under this Agreement.
5. Neither Promoter nor City shall be liable to the other for a peremptory termination of the
business relationship described under this Agreement.
M. Compliance with law. Throughout the course of this Agreement, Promoter shall comply with
any and all applicable federal, state, and local laws.
N. Non -Discrimination. Throughout the course of this Agreement, Promoter shall not discriminate
against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any
physical, mental, or sensory handicap.
O. Entire Agreement. This Agreement constitutes the entire understanding between the Parties.
This Agreement supersedes any and all statements, promises, or inducements made by either
party, or agents of either party, whether oral or written, whether previous to the execution hereof
or contemporaneous herewith. The terms of this Agreement may not be enlarged, modified or
altered except upon written agreement signed by both parties hereto.
P. Costs and attorneys' fees. If either party brings any action or proceedings to enforce, protect or
establish any right or remedy under the terms and conditions of this Agreement, the prevailing
party shall be entitled to recover reasonable costs and attorneys' fees, as determined by a court of
competent jurisdiction, in addition to any other relief awarded.
PROFESSIONAL SERVICES AGREEMENT —CONCERT SERIES PRODUCTION SERVICES PAGE 6 of 7
Q. Agreement governed by Idaho law. The laws of the State of Idaho shall govern the validity,
interpretation, performance and enforcement of this Agreement. Venue shall be in the courts of
Ada County, Idaho.
R. Cumulative rights and remedies. All rights and remedies herein enumerated shall be cumulative
and none shall exclude any other right or remedy allowed by law. Likewise, the exercise of any
remedy provided for herein or allowed by law shall not be to the exclusion of any other remedy.
S. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to
be illegal, invalid, or unenforceable, the remainder of this Agreement shall not be affected.
T. Successors and assigns. All of the terms, provisions, covenants and conditions of this Agreement
shall inure to the benefit of, and shall be binding upon, each party and their successors, assigns,
legal representatives, heirs, executors, and administrators.
U. City Council approval required. The validity of this Agreement shall be expressly conditioned
upon City Council action approving the Agreement. Execution of this Agreement by the persons
referenced below prior to such ratification or approval shall not be construed as proof of validity in
the absence of Meridian City Council approval.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
of, 2015.
PROMOTER:
Becky Bresh ars
Plan Ahead vents - Boise
C]
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