HomeMy WebLinkAboutWineglass Arts Development for Concerts on BroadwayPROFESSIONAL SERVICES AGREEMENT
FOR CONCERT SERIES PRODUCTION, MARKETING, AND OTHER SERVICES
This Professional Services Agreement For Concert Series Production Services
("Agreement") is made this _j_3 day of D L&16(A- , 2016 ("Effective Date"), between the
Meridian Arts Commission ("MAC"), by and through the City of Meridian, a municipal corporation
organized under the laws of the State of Idaho ("City") and WineGlass Arts Development, a
nonprofit corporation organized under the laws of the State of Idaho ("Production Company").
WHEREAS, MAC intends to present to the public the 2017 Concerts on Broadway, a series
of four (4) free Saturday evening concerts, presented at Meridian City Hall plaza during the summer
months ("Event");
WHEREAS, MAC seeks to maintain final decision-making authority with regard to
booking the musical artists Production Company recommends for Event, but wishes to contract for
other professional services required for the successful presentation of the Event; and
WHEREAS, Production Company is uniquely skilled and experienced in production and
stage management and booking musical artists, and is willing to provide or obtain additional
necessary services, including obtaining sponsorships, promoting the Event to the public, and
providing and operating a sound system;
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:
I. SCOPE OF PRODUCTION COMPANY'S SERVICES.
A. Concert production. Production Company shall provide to City the following services:
1. Provide all production and stage management services before and on the day of each
concert comprising Event.
2. Present to MAC a proposed roster of musical artists to be booked for Event, and obtain
MAC's approval thereof, prior to booking such artists, and no later than March 9, 2017.
3. Book and pay opening and headliner musical acts for Event, including execution of
written contracts as contemplated herein.
4. Obtaining sponsorships for Event, including approaching sponsors of the previous year's
Event to request sponsorship renewal.
5. Marketing the Event to the public via broadcast, print, and online promotion, including
local media and event calendars.
6. Provide, set up, and operate any and all sound systems and equipment necessary to
electronically amplify music and spoken announcements.
7. Advancement of all musical acts, including making initial contact with musical artists
and working with then to make decisions about all aspects of the concert, including:
a. Band needs on and off stage (hospitality, dressing room needs, transportation);
b. Public address system, backline equipment, lighting, and staging needs;
c. Communicating all information to and from artist regarding loadin and loadout,
scheduling before and day -of the concert, guidelines for use of City Hall Plaza, and
contact information; and
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d. Obtaining tech rider and stage plat from musical artist.
8. Hiring, managing, and paying all stagecrew, sound vendors, lighting vendors, and any
other additional crew needed at each concert.
9. Supervising loadin and loadout, soundchecks, and all concert vendors, excluding any
food or beverage vendors.
10. Creating call sheets and schedules needed for each concert and distributing this
information to all parties involved in a timely manner.
11. Collaborating with the Arts & Culture Specialist and MAC as needed or requested, and
providing updates as requested at regular monthly MAC meetings.
12. Preparation of a backup plan in case of inclement weather, and implementation of such
plan if needed.
13. Setting up signs, provided by MAC, as may be required pursuant to the Parks Alcohol
Permit, if any.
B. Concert specifications. Production Company shall ensure that each concert comprising
Event complies in all respects with each and all of the following specifications.
1. Unless otherwise agreed in writing or moved due to inclement weather, each concert
shall be held at the outdoor plaza on the east side of Meridian City Hall, 33 E.
Broadway, Meridian, Idaho.
2. Each concert shall end by sunset; under no circumstances may amplified sound be used
after sunset.
3. All set-up, rehearsal, and/or sound checks at the City Hall plaza shall occur by 6:00 p.m.
on concert dates.
4. Each concert and all components thereof shall comply in all respects with state and
federal law, all conditions of the applicable City of Meridian Temporary Use Permit and
any other applicable permits and permitting requirements, and 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.
5. Production Company shall execute written agreements with the musical artists booked to
perform at Event. Such agreements shall include all applicable provisions of this
Agreement, and each and all of the following provisions:
a. Musical artist shall perform for the public, from 7:00 p.m. to at least 8:30 p.m., in the
plaza at Meridian City Hall, at 33 E. Broadway, Meridian, Idaho, with one fifteen-
minute break during this time.
b. Musical artist must acknowledge that the venue is a public place, that all members of
the public shall be invited to attend, and the content and performance of the music
shall be appropriate for all ages. Musical artist’s performance and attire shall not
include language, attire, and/or behavior that is profane, sexual, violent, or
discriminatory.
c. Musical artist 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 musical artist or its
assistants, servants, agents, employees, guests, and/or business invitees, in
connection with activities related to the Event. Musical artist acknowledges that
performing at Event presents risks, some of which are unknown, and does agree to
assume all such known or unknown risks.
d. Musical artist shall, and hereby does, waive any and all claims and recourse against
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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 to
performance at Event, 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.
II. PAYMENT
A. Amount; timeline. For services rendered pursuant to this Agreement, City shall remit to
Production Company a total amount not to exceed nine thousand six hundred dollars
($19,000.00). This amount shall constitute full compensation from City to Production Company
for any and all services, costs, and expenses related to services performed under this Agreement.
Production Company shall be responsible for payment of any and all taxes due and owing for
payment received under this Agreement. City shall pay Production Company such enumerated
amounts within thirty (30) days of receipt of Production Company’s invoice, provided that
Production Company has timely provided services as described herein. To obtain payment,
Production Company shall submit invoices to City pursuant to the following timeline and in the
following enumerated amounts:
AMOUNT INVOICE DATE PAYMENT DATE
$ 5,000.00 April 11, 2017 May 11, 2017
$ 5,000.00 May 15, 2017 June 15, 2017
$ 5,000.00 June 14, 2017 July 14, 2017
$ 4,000.00 July 17, 2017 August 17, 2017
Total: $ 19,000.00
B. Method of payment. By April 1, 2017, Production Company shall provide City with: 1) a
completed ACH Form, 2) a copy of a voided check, and 3) a completed W-9 form. So long as
all documents are complete and received by April 1, 2017, City shall pay Production Company
via direct deposit, pursuant to the terms of this Agreement.
III. CITY ’S RESPONSIBILITIES
City shall contribute to Event the following services and functions:
A. Promotion. City shall promote the Event in its established communication channels, including
the City newsletter, City website, the Meridian Parks & Recreation Activity Guide, and City
social media outlets. If City purchases an extended advertising package with the Meridian
Press, City shall allow Production Company to promote the Event using eight (8) of its print
ads. City hereby conveys to Production Company 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 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 Contact
shall be given the opportunity to review, for purposes of accuracy, and approve all promotional
materials in advance of their publication, broadcast or dissemination.
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B. Food trucks. City shall invite one (1) or more food trucks to sell food and/or beverages at
Event.
C. Special event permit. City shall obtain a City of Meridian Temporary Use Permit for the Event,
and shall request that Meridian Police Department patrol the Event as needed.
D. Venue. City shall provide for the performance the outdoor plaza on the east side of Meridian
City Hall, 33 E. Broadway, Meridian, Idaho, which is an outdoor, open, public venue.
Production Company acknowledges that it has inspected this venue and does hereby accept it as
being in good and satisfactory order, condition, and repair. It is understood and agreed that City
makes no warranty or promise as to the condition or usefulness of this venue for the use set
forth in this Agreement, and Production Company accepts the venue “as is.”
E. Photography and recording. City shall be authorized to photograph, record, video tape,
reproduce, transmit, or disseminate, in or from the plaza, 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.
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, 2017 unless earlier terminated or extended in
the manner as set forth in this Agreement.
B. Time of the essence. Production Company 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. City Contact. City hereby designates the following employee to act as a liaison between
Production Company and City (“City Contact”):
Hillary Bodnar, Arts and Culture Specialist
hbodnar@meridiancity.org.
City may change the designated City Contact by giving written notice of such change to
Production Company in the manner herein provided.
1. Day-to-day communications . Communication between City and Production Company
regarding day-to-day matters shall occur via e-mail or telephone.
2. On site representation. City Contact shall be on site during Event set-up, rehearsal,
sound check, and the concert, in order to provide necessary access, facility oversight,
and problem-solving.
D. Protection of venue and equipment. Production Company shall be solely responsible for
any and all measures necessary to protect equipment, instruments, and musical artists from
damage due to weather and other conditions that do or may exist. Production Company shall
take all reasonable measures to protect City facilities and property from damage during or
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attributable to the Event.
E. Post-production review. City Contact and Production Company shall meet monthly to
review the previous concert and discuss problems, solutions, and improvements.
F. Notice. All 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,
addressed as follows:
City: Production Company:
City of Meridian Cara Stone
Attn: City Clerk WineGlass Arts Development
33 E. Idaho Avenue P.O. Box 1580
Meridian, Idaho 83642 Meridian, Idaho 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.
G. Cancellation.
If a concert is cancelled due to events not related to Production Company, and Production
Company is present and prepared to provide services in full accordance with the terms set
forth herein, Production Company shall be entitled to compensation as set forth in section II
of this Agreement. Cancellation of one or more concerts may occur under the following
circumstances.
1. Public safety. The Director of the Meridian Parks & Recreation Department or his
designee may, in the Director’s sole discretion, elect to cancel a concert where
cancellation is in the best interest of the public health, safety, or welfare.
2. Weather. City Contact may, in her sole discretion, elect to cancel one or more concerts
due to inclement weather, except that Production Company may propose a change of
venue to an indoor location. City Contact may accept such proposal and authorize
Production Company to change the concert venue, or may reject such proposal and
cancel the concert. If Production Company is authorized to change the venue under this
provision, Production Company shall be responsible for managing all aspects of such
change of venue, including reserving the indoor venue, communicating the change to the
performing artists, set-up, and clean-up. Any additional cost related to change of venue
shall be borne by Production Company.
H. Subcontracting or assignment of obligations. Production Company may subcontract or
assign any of its obligations or rights under this Agreement except those related to or that
may relate to its professional production management expertise. Any subcontractor or
assignee shall be bound by all the terms and conditions of this Agreement.
I. 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
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welfare. Either party may terminate this Agreement by providing fourteen (14) days
advance written notice of intention to terminate. In the event of termination, regardless of
cause or terminating party, Production Manager shall, within two (2) business days, transfer
all reservations to City, and shall deliver to City any and all other plans, timelines, contacts,
and work products prepared or held by Production Company. If City terminates due to any
cause other than breach or default by Production Company, Production Company shall be
entitled to any payment due as of the date of termination, as well as compensation for actual
costs incurred by Production Company in furtherance of this Agreement, as set forth in
detailed, verified invoice.
J. 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.
K. Insurance. City shall maintain, throughout the term of this Agreement, property insurance
and comprehensive general liability insurance to cover damage or injury attributable to City
as property owner. To cover damage or injury attributable to acts or omissions of
Production Company, and those of its assistants, volunteers, agents, employees, guests,
and/or business invitees, Production Company shall obtain, and shall maintain throughout
the term of this Agreement, insurance as set forth below. Proof of such insurance shall be
provided to City by 5:00 p.m. on May 2, 2017, evidenced by a certificate of insurance issued
by an insurance company licensed to do business in the State of Idaho and containing a
thirty-day notice of cancellation endorsement. In the event of cancellation or restriction by
the insurance company of the insurance policy, Production Company shall notify City in
writing within three (3) business days. Production Company shall maintain the following
insurance coverage:
1. Comprehensive general liability insurance with a combined single limit of not less than
one million dollars ($1,000,000) per occurrence for property damage and bodily injury
or death, naming the City of Meridian as an additional insured. In the event a unilateral
cancellation or restriction by the insurance company of the insurance policy referred to
in this paragraph, Production Company shall notify City in writing within three (3)
business days. City has the right to suspend portions of this Agreement in the City’s sole
discretion if Production Company’s general liability insurance is revoked, cancelled,
expires or Production Company is otherwise without general liability insurance.
2. Workers’ compensation insurance on any and all persons in Production Company’s
employ, where and in the minimum amount(s) as required by Idaho law.
L. Indemnification . Production Company 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 Production
Company, its assistants, volunteers, agents, employees, guests, and/or business invitees, in
connection with this Agreement or activities related thereto. Production Company
acknowledges that provision of the services described hereunder presents risks, some of
which are unknown, and does agree to assume all such known and unknown risks.
M. Waiver. Except as to rights held under the terms of this Agreement, Production Company
shall, and hereby does, waive any and all claims and recourse against City, including the
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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.
N. Relationship of Parties. Production Company 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 Production Company and City or any official, agent, or employee of
City. Specifically, without limitation, Production Company understands, acknowledges, and
agrees:
1. Except as otherwise set forth herein, Production Company is free from actual and
potential control by City in the provision of services under this Agreement.
2. Production Company is engaged in an independently established trade, occupation,
profession, or business.
3. Production Company has the authority to hire subordinates.
4. Production Company owns and/or will provide all major items of equipment necessary
to perform services under this Agreement.
5. Neither Production Company nor City shall be liable to the other for a peremptory
termination of the business relationship described under this Agreement.
O. Compliance with law. Throughout the course of this Agreement, Production Company
shall comply with any and all applicable federal, state, and local laws.
P. Non-Discrimination . Throughout the course of this Agreement, Production Company shall
not discriminate against any person as to race, creed, religion, sex, age, national origin,
sexual orientation or any physical, mental, or sensory handicap.
Q. 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.
R. 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.
S. 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.
T. 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.
U. 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.
V. 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.
W. Exhibits. All exhibits to this Agreement are incorporated by reference and made a part
hereof as if set forth in their entirety herein.
X. 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
Effective Date as set forth above.
PRODUCTION COMPANY:
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Cara Stone, President
WineGlass Arts Development
CITY OF
Tammy d^Xerd, Mayor
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Attest:
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Clerk
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