HomeMy WebLinkAboutPSA with Soul Patch for Concerts on BroadwayPROFESSIONAL SERVICES AGREEMENT
MUSICAL TALENT FOR CONCERTS ON BROADWAY
This PROFESSIONAL SERVICIi,S AGREEMENT MUSICAL, `I'AI,E.NT FOR
CONCERTS ON BROADWAY ("Agreement") is made this ,96 day of April, 2016 ("Ef festive Date"),
by and between the; City of Meridian, a rnuhicipal corporation organized tinder the laws of the State of
Idaho (`°("'ity") and Soul Patch, an assumed ,business name of Diane Johnson, whose address is4362-N —
I t�7rr At tStie l�[ t�izfi�m; l tc� ("Prom(tcr")•
6C,ISf : y ► ' �' 1��
WHEREAS, the City desires that the plaza at Meridian City I ball serve as a place where rnembers
of the community can gather to enjoy downtown Meridian and to take part in the arts, and to that end, the
Meridian Arts Commission is presenting Cpnccrts on Broadway, a series of concerts to be held in the
Meridian City f lallplaza during the strmmei and
WHEREAS, the Parties mutually desire to present, as part of Concerts on Broadway, tyre music of
Soul Patch, a six -piece basad specializing in, the performance of country and western music
NOW, THEREFORE, for good an;cl valuable consideratioai, die receipt and sufficiency ol'which
is hereby acknowledged Lind agreed, rind inconsideration of the: mutual promises and covenants herein
contained, the Parties agree as follows:
1. S(�Ot'M�: oF' Ststt�'tC'MsS.
A. Performance. Soul Patch shall perforin for the public approximately fifteen (IS) songs, from
7:00 p.m. to at least 8:30 p.m., on Saturday, June 18, 2016, in the plaza at Meridian City hall, at
33 E.. Broad ay, Meridian, Idaho, v pith one fifteen -minute break during this tinge. In case of
inclement weather, the venue may be moved to an indoor location to be determined and agreed
upon separately by the Parties.
B. Sound system; set fila and sound cheeks. City shall provide, set. up, and operate any and all
sound systems and equipment neces:y sato electronically amplify music and spoken
annauncenlCrIts, Cite shall set up sound systems and/or related equipment by 5:00 p.m. on Junc
18, 2016, grid Sotil *Patch may rehearse. and/or perforin sound eliecks at that iiiile, All set-up,
rehearsal, and/or sound checks shall be completed by 6:30 p. w
C. Risers. It Promoter elects to use risers to elevate tlae musicians, Promoter Shall provide and sot tip
such risers, and shell utilize such rrrGrterials necessary to protect City facilities from any and all
damage therefrom,
A. Total amotint. City shall snake total payment to Promoter for services rendered pursuant to this
Agreement in the amount of six hundred dollars ($600.00). This payment shall constitute full
cornpensatiOn from City to Promotei, and/or to the members of Soul Butch fear any and tall services,
costs, and expenses related to services performed under this Agreement. Promoter and/or the
respective members of Soul batch shall be responsible fear payment of any and all taxes due and
owing for pTayment received under this Agreement.
B. Cancellatir n of event. It' Sou I Patch is present and prepared to perl'onn tit the time, date, and
PROVESSIONAL SJ::IMC:F S MIRE'EMENT.- SOUL PATC'J I� CON TRTS ON BROADWAY i',+10 1-1 r Ol' i
place, and in accordance with the tennis set forth herein, City shall pay Promoter in the amount set
forth herein; even if the event is cancelled due to anaforeseen events not caused by Promoter of the
members of Soul Patch. Any decision regarding whether to cancel the performance shall be made
no earlier than 6:30 p.m, on June, l R. 2016,
C. Method of payment. By June I, 2016, Promoter shall provide City with: I ) a completed AC1l
Morin, 2) a copy of a voided check, 3) a completed W_q Pearn/, and 4) an invoice in the amount of
six hundreddollars ($600,110) for services to be provided on Jtnie 18, 201 ti. So long as all
documents are cornpletc and reCeiVed I);1' .lune 1, 2016, City .shall pray I"romoter in frill via direct
deposit by June 24, 2016. Ffsuch docurraents are not received by June. 1. 2016. f6ilowing the June
18, 2016 performance, _Proinotcr shall provide City with: 1) a eoanpleted W-9 (6rni, and 2�) tin
invoice for the amount oi'six hundred dollars ($600,00) for services provided, which invoice City
shall pay within thirty (30) days of receipt thereof. Payment of'all taxes and other assessments ori
such sums shall be the sale responsibility of" Promoter.
A. Planta. City shall provide for the performance the outdoor plaza on the east side of Meridian City
Hall, 33 1, Broadway. Meridian, Idaho ("venue"), ~which is an outdoor, open, public venue.
Promoter shall 'be solely responsible for any and all measures necessary to protect equipment,
instruments. and Soul Patch members from damage due to weather and other conditions that do or
may exist.
B. Public venue. Promoter acl norwlc(iges that the Venue is a public. place and that all members of
the public shall be invited to attend To this end, the members of Soul Patch shall per-forna such
material and in such a manner as shall be appropriate for all ages, values, and sensibilities, 'soul
Patch's performance and attire shall not include language, attire, and/or behavior that is proMne,
sexual, violent, or discriminatory.
C. City policy applies. Promoter and:Soul Patch shall comply with all City policies and codes
applicable to uscofCity propertyand facilities, including, but not limited to, policies of the
Meridian Parks and recreation Department, andd any requirements ofthe City Building
Maintenance Technician, which requirements sherd be reasonable and for the purpose of protecting
City facilities and property,
0, Photography and recording. City shall be authorized to photogrtaph, record, video tape.
reproduce, transmit, or disseminEate in or fi•om the plaza, the performance solely foreducational
and public information purposes. City shall not be responsible tbr° the actions of persons who are
not under its employment or control.
E. Merchandising. Promoter and/or Soul Patch shall be authorized to sell albums and/or
merchandising material at the performance, and may retain the proceeds of such sales. City
respectfully requests that twenty percent (20%) of any proceeds from merchandise scald at the
Concerts on Broadway event be voluntarily donated to the Meridian Art:,, Commission, Promoter
and Soul Patch shall be responsible, for paying; all sales and other taxes due and owing on the
proceeds fiona merchandise sold.
PROFFISSIONAL SVRVI `,C S ACtRaEr*"n4E N'I'-- SC)lli. PA ]VII, CONCEM'C ON BROADWAY PA 2 Cti�
W. Ti; RNIS AND.CONDITIONS
A. Time of the essence. Promoter tack1nowledges that services provided tender this Agreement shall
be performed in a timely manner, I`he Parties acknowledgeand agree that time is strictly of the
essence with respect to this Agreement, and that the failure to timely perforin any or the
obligations hereunder shall constitute- a breach of, and a default under, this Agreement by the party
so failing to perform.
II. Promotion of event, City shall promote- the performance in community promotional materials
and avenues, including the City newsletter, City website, Muidian Parks & Recreation
DepartmentActivity Guide, and local media and event calendars. Promoter may undertake
additional promotional activities at his own expense and effort, subject only to the limitations set;
forth herein'. City hereby conveys to Promoter permission to use City's name in all forms and
media and in all manners, without violation of'City's respective rights of'privacy Or any other
rights City may possess in connection with its role in the production of'Concerts on Broadway,
except (fiat City's lingo may not be Lased in any manner whatsoever without the 0Xpress, written
consent of the Mayor's Chief, of Staff. To the extent practicable, Promoter .shall be given the
opportunity to review, for purposes of acctuRy, and approve all promotional nia+terials in advance
of their publication, broadcast or dk�semination. The baud shall be listed as "Soul Watch" in all
promotional In ateritals that are created by City or within (he City's control.
C. Subcontracting or assignment of obligations. Promoter shall not subcontract or assign any of
the obligations of Soul Patch under Ili is Agreement related to o►- that may relate to ttae band's
talent or expertise. Promoter may subcontract or assign obligations that do not require the band's
artistic talent or 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 Agreenient.
D. Non -waiver of"breach. A waiver of"any° breach or default Of any provision of this Agreement
shall not be:,construed as a waiver ofa breach of the same or any other provision hereof:
E, Indemnification. Promoter shall, and hereby does, indemnify, save, sant( hold harmless the City
and any ant] 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 fioan any and all
losses and expenses, caused or incurred by Promoter and/or Soul Patch, their assistants, servants,
agents, employees, guests, and/or business invitees, in connection with this Agreement Or
activities related thereto, Promoteriaand each member ofSoul Patch acknowledge that provision of
the services, described hereunder presents risks, some of which are unknown, and do agreee to
assume all such known or Unknown risks,
F. Waiver. 11 -;kept as to rights held under the terms of this Agreement, Prornoter and each member
of Soul Patch shall, and hereby do, waive any and all claims and recourse. against City, including,
the right of contribution for loss and daarnage to persons or property arising from, growing out of,
or in any away connected with or incident the performance of this Agreement, whether suchloss or
damage may be attributable to known or unknown conditions, except for liability arising out oi'
concurrent or sole negligence of City or its officers, agents or employees.
G, Relationship of Parties. Prornoter�and each member of' Soul Parch is an independent contractor
and is not an employee, aagent, joint venturer, or partner ofTity. Nothing in this .Agreement shall
11ROF a?S IONAL SFKVICES A(if<F:Fl1aF3N F'-Soi.la, F'ATCFI CONCERTS ON F.wOADWAY PAOF 3 ol'?
be interpreted or construed as creating or establishing the relationship of employer and employee
bctwcen Promoter or any member o'f Soul Patch and City or any official, agent, or employee of
City, Promoter and Soul PatCh shall retain the right to pe.ribrm Ser'ViC.eS f*Or° other:S during the term
of this Agreement.
H. Compliance with law, "Throughout the course of this Agreement, Promoter and each inerrber of
Soul Patch shall comply with tiny at ld all applicable federal, state, and local laws.
1, Non -Discrimination. Througiuxrt the. course of this Agreement, neidacr Promoter nor any member
of Soul Patch shall discriminate against any, person as to race, creed, religion, sex, age, national
origin, sexual orientation or any physical, mental, or sensory handicap.
J. Entire Agmement. '('his Agreement constitutes the entire understanding between the Parties.
'chis Agreement supersedes any and all statements, promises, or indUCCments Made by either
party, or agents of either parfy, 4Vllether 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.
K. Costs and attorneys' fees. If'cither; party brings tiny action or proceedings to enforce, protect cw
establish any right or remedy under -the terms and conditions of"this Agreement, the prevailing
party shall be entitled to recover reaasonable costs and attorneys' fees, ars determined by a court of
competentjtn•isdiction, in addition to any other relief awarded,
L. Agreement govertml by Idaho laNy. The laws of"the State of' Idaho shall govern the validity-.
interpretation, performance and enf nrcemcnt of this Agreement. Venare shall be ire the courts of
Ada County, ldaho.
NI, Cumulative rights and remedies. All rights and remedies herein enumerated shall be cumulative
and nor►c sl all exclude any other right or remedy allowed by law. Likewise, the exercise of any
remedy provided for herein or allowed by law shall Trot be to the eYcltrsion of aany other remedy.
N. Severability. Uaany provision ofthis Agreement is found by a court of competent.jurisdiction to
be illegal, invalid, or unenforceable; the remainder- of this Agreement shall not be affected.
0, Saceessoa•sland assigns. All of thelternns, 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.
P. Notice._Arny anis all notice required o be provided by either oi'the parties hereto, unless otherwise
stated in this Agreement, shall be in writing and shall be dcenned communicated upon mailing by
United States Mail, addressed as follows:
C',ity Promoter:
City Clerk Diane Johnson
City of Meridian Soul Patch
33 F. Broadway Avenue
i�flc ► folia, Idaho K:iCi.i t�1t�t�iditatal-t3rEr�kir1
tither party may change its address for the purpose of this section by giving written notice of such
change in the manner herein provided.
PROFESSIONAL SERVICE'S AGREEMENT -SOUL PATCR, CONCERTS ON BROADWAY PAGE 4 of
Q. Warranty of authority. The undersigned expressly warrants that, to the extent set forth herein,
she is duly authorized to act as the representative and agent ot'Soul Patch, and each and every
member thereof. The undersigned ftUffiff Wal'ranl,5 that She is authorized to bind Soul Patch and
each of its members to the obligations set forth herein, and to accept the liabilities as established
herein on behal-l"of Soul Patch and Ouch and every member thercol.
11. City Council approval required, Hie validity of this Agreement sliall be expressly conditioned
Upon City COLInCil adi011 approving the Agreement, Execution of this Agreement by the persons
referenced below prior to such ratification or approval Shall not be construed as I)r(.-)of of validity in
the absence'of*Meridian City Counpil approval,
IN WITNESS WKEREOF, the parties hereto have executed this Agreement on the Effective
Date written above,
IROMOTER.
"0",
. . . . .... . ...... ...................
6)-ial Johnson
dba Soul Patch
CITY OF MERI DIAN:
oil
Cily,)r
Attest:
A��i'tt'n,-City Clerk
SEAL
kos,�'. nei
PROFESSIONAL SERVICES AGR LEA I' NT-- SOUL PATCH,: CONCERTS ON BROADWAY P A (i I *,*, 5 cit J