HomeMy WebLinkAboutPSA with Treasure Valley CommonwealthPROFESSIONAL SERVICES AGREEMENT WITH
TREASURE VALLEY COMMONWEALTH
This PROFESSIONAL SERVICES AGREEMENT WIT TREASURE VALLEY
COMMONWEALTH (hereinafter "Agreement") is made this `day of May, 201.6, by and
between the Meridian Arts Commission ("MAC"), through the City of Meridian, a municipal
corporation organized under the laws of the State of Idaho (hereinafter "City"), and Treasure Valley
Commonwealth, a nonprofit corporation organized under the laws of the State of Idaho (hereinafter
"TVC").
WHEREAS, the mission of MAC is to develop, advance, and nurture all facets of the arts to
enhance the quality of life for Meridian residents and its visitors;
WHEREAS, the mission of TVC is to facilitate the education and cooperative learning of
families by providing and creating an environment for sharing space, time, talents, and resources,
including the production of quality theater arts studies and experiences for Meridian youth; and
WHEREAS, the respective governing bodies of City and TVC find that these missions
complement each other and wish to work together to further the objectives of both by engaging
TVC to present "Taming of the Shrew";
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, and in consideration of the recitals above, which are incorporated
herein, City and TVC agree as follows:
I. SCOPE OF SERVICES.
TVC shall provide the following services, deliverables, and materials under this Agreement:
A. Production. TVC shall obtain all necessary royalties and scripts; provide all necessary
costumes, props, and set; schedule and hold auditions, casting, and rehearsals; provide all
necessary director and stage management services; provide and distribute marketing materials;
and reserve and pay for all related costs of audition, rehearsal, and performance space.
B. Presentation. TVC shall present to the public two performances of "Taming of the Shrew" on
May 20 and 21, 2016.
C. Advertisement. In its programs and materials, TVC shall promote MAC and its events and/or
programming, as approved by the City's Arts & Culture Specialist.
II. COMPENSATION AND PAYMENT.
A. Amount. City shall pay TVC for professional services described herein in the amount of two
hundred dollars ($200.00).
B. Payment schedule. City shall pay TVC within thirty (30) days of receipt of invoice and
completed W-9 form.
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III. GENERAL PROVISIONS.
A. Indemnification. TVC and each and all of TVC's employees, agents, contractors, officials,
officers, servants, guests, and/or invitees, including any and all participants, shall indemnify and
save and hold harmless City from and for any and all losses, claims, actions, judgments for
damages, or injury to persons or property and losses and expenses caused or incurred by TVC or
any TVC employee, volunteer, agent, contractor, official, officer, servant, guest, and/or invitee,
or any participant in or observer of TVC programming or activities.
B. Notices. All notices required to be given by either of the parties shall be in writing and be
deemed communicated when personally served or mailed via U.S. mail, addressed as follows:
If to TVC: if to City:
Nancy Georgeson Hillary Bodnar, Arts & Culture Specialist
Treasure Valley Commonwealth City of Meridian
1552 S. Linda Vista Avenue 33 East Broadway Ave
Boise ID 83709 Meridian ID 83642
Either party may change its authorized representative and/or address for the purpose of this
paragraph by giving written notice of such change to the other party in the manner herein
provided.
C. Attorney Fees. Should any litigation be commenced between the parties hereto concerning this
Agreement, the prevailing party shall be entitled, in addition to any other relief as may be
granted, to court costs and reasonable attorneys' fees as deterrmined by a court of competent
jurisdiction. This provision shall be deemed to be a separate contract between the parties and
shall survive any default, termination or forfeiture of this Agreement.
D. Time of the essence. The parties shall fulfill obligations described in this Agreement in a
timely manner, as set forth herein. 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 default of this Agreement.
E. Termination.
1. Grounds. 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 or other unforeseeable event which precludes or makes impossible the performance
of the terms of this Agreement by either party; or a change in or occurrence of
circumstances that renders the performance by either party a detriment to the public health,
safety, or welfare.
2. Process. Either party may terminate this Agreement by providing five (5) days' notice of
intention to terminate. Such notice shall include a description of the breach or
circumstances providing grounds for termination. A forty-eight (48) hour cure period shall
commence upon provision 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 shall be terminated upon mailing or e -mailing of notice of
termination.
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F. Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes
any and all other agreements or understandings, oral or written, whether previous to the
execution hereof or contemporaneous herewith.
G, Discrimination prohibited. In performing the services described herein, TV C; shall not
discriminate against any person on the basis of race, color, religion, sex, national origin or
ancestry, age or physical handicap.
H. Applicable law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Idaho.
1. Approval Required. This Agreement shall not become effective or binding until approved by
the respective governing bodies of both City and TVC.
IN WITNESS WHEREOF, the parties shall cause this Agreement to be executed by their
duly authorized officers to be effective as of the day and year first above written.
TRE,ASURE VALLEY COMMONWEALTH:
BY:
C�4w (A�' bL-
Amy Carter, D' eetor
CITY
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