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HomeMy WebLinkAboutTreasure Valley Youth TheatrePROFESSIONAL SERVICES AGREEMENT WITH TREASURE VALLEY YOUTH THEATER This PROFESSIONAL SERVICES AGREEMENT WITH TREASURE VALLEY YOUTH THEATER (hereinafter "Agreement") is made this �t day of February, 2017, by and between the Meridian Ails Commission, through the City of Meridian, a municipal corporation organized under the laws of the State of Idaho (hereinafter "City"), and Treasure Valley Youth Theater, a nonprofit corporation organized under the laws of the State of Idaho (hereinafter "TVYT"). WHEREAS, the mission of the Meridian Arts Commission 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 TVYT is to be part of a healthy, growing community by producing quality theater arts experiences for youth; and WHEREAS, the respective governing bodies of City and TVYT find that these missions complement each other and wish to work together to further the objectives of both by engaging TVYT to present "The Lion King, Jr.," "Harriet the Spy," "HONK, Jr.," and "8 in 48 Idaho," as set forth in the proposal attached hereto as Exhibit A; 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 TVYT agree as follows: I. Scope of services. TVYT shall provide the following services, deliverables, and materials under this Agreement: A. TVYT shall obtain all necessary royalties and scripts. B. TVYT shall schedule and hold auditions and rehearsals, and shall provide youth cast members with all necessary materials for such experience. C. TVYT shall provide the following staff and any other staff necessary to provide the services and deliverables set forth in this Agreement: director, music director, choreographer, stage manager, production assistant, costume designer, and light designer. D. TVYT shall provide all necessary costumes, props, and set. E. TVYT shall provide and distribute marketing materials, including printing posters, flyers, t -shirts, and programs. F. TVYT shall reserve and pay all related costs for audition, rehearsal, and performance space. G. TVYT shall present to the public three performances each of "The Lion King, Jr.," "Harriet the Spy," and "HONK, Jr.," by September 30, 2017. H. TVYT shall present the "8 in 48 Idaho' short play festival by September 30, 2017. II. Compensation and payment. A. Amount. City shall pay TVYT for professional services described herein in an amount not to exceed six thousand dollars ($6,000.00). PROFESSIONAL SERVICES AGREEMENT wITH TREASURE VALLEY YOUTH THEATER PAGE 1 OF 4 B. Payment schedule. Following TVYT's provision of detailed invoice to City, City shall pay TVYT in accordance with the following schedule: 1. On February 24, 2017, City shall mail payment to TVYT in the amount of $1,500.00. 2. On April 28, 2017, City shall mail payment to TVYT in the amount of $1,500.00. 3. On June 30, 2017, City shall mail payment to TVYT in the amount of $1,500.00. 4. On September 1, 2017, City shall mail payment to TVYT in the amount of $1,500.00. C. Materials fees; revenue. TVYT shall be entitled to collect a materials fee from each cast member in an amount not to exceed fifty dollars ($50.00). In exchange for such fee, each cast member shall be entitled to participation in rehearsals per TVYT's casting and direction; direction and coaching from TVYT staff at weekly rehearsals; and performance per TVYT's casting, direction, and scheduling. TVYT may not turn away any person due to inability to pay the materials fee; TVYT shall waive and/or make other accommodations for such fee upon request and demonstration of financial hardship. TVYT shall be entitled to retain any revenues realized from ticket sales, sponsorships, or other fundraising undertaken by TVYT. III. General provisions. A. Indemnification. TVYT and each and all of TVYT's employees, agents, contractors, officials, officers, servants, guests, and/or invitees, including any and all participants in Event or related activities, 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 Organizer or any Organizer employee, agent, contractor, official, officer, servant, guest, and/or invitee, or any participant in or observer of Organizer programming, at or in its use of Park or any lack of maintenance or repair thereon and not caused by or arising out of the tortious conduct of City. B. Insurance. TVYT shall submit to City proof of an insurance policy issued by an insurance company licensed to do business in Idaho protecting TVYT, TVYT's employees, and TVYT's agents from all claims for damages to property and bodily injury, including death, which may arise during or in connection with the play, including auditions, rehearsals, set-up, performance, and tear -down. Such insurance shall name City as additional insured, and shall afford at least five hundred thousand dollars ($500,000.00) per person bodily injury, five hundred thousand dollars ($500,000.00) per occurrence bodily injury, and five hundred thousand dollars ($500,000.00) 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 Organizer or any Organizer employee, agent, contractor, official, officer, servant, guest, and/or invitee, or any participant in or observer of Event or related activities, Organizer covenants and 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. At all times during the course of this Agreement, TVYT shall provide worker's compensation coverage in the amount required by law for each and every employee utilized in the course of performance of this Agreement. C. 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: PROFESSIONAL SERVICES AGREEMENT WITH TREASURE VALLEY YOUTH THEATER PAGE 2 OF 4 If to TVYT: Autumn Kersey Treasure Valley Youth Theater P.O. Box 9144 Boise ID 83707 If to City: Hillary Bodnar, Arts & Culture Specialist City of Meridian 33 East Broadway Ave 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. D. 'Assignment. City shall not assign or sublet all or any portion of City's interest in this Agreement or any privilege or right hereunder, either voluntarily or involuntarily, without the prior written consent of TVYT. TVYT shall not assign or sublet all or any portion of TVYT's interest in this Agreement or any privilege or right hereunder, either voluntarily or involuntarily, without the prior written consent of City. This Agreement and each and all of the terms and conditions hereof shall apply to and are binding upon the respective organizations, legal representatives, successors, and assigns of the parties. E. No agency; independent contractor. Neither TVYT nor its employees, agents, contractors, officials, officers, servants, guests, and/or invitees shall be considered agents of City in any manner or for any purpose whatsoever in TVYT's use and occupancy of facilities at which auditions, rehearsals, workshops, and/or performances are held. In all matters pertaining to this agreement, TVYT shall be acting as an independent contractor, and neither TVYT nor any officer, employee or agent of TVYT shall be deemed an employee or agent of City in any manner or for any purpose. Specifically, without limitation, TVYT understands, acknowledges, and agrees that TVYT and its employees, agents, contractors, officials, officers, servants, guests, and/or invitees: 1. Are free from actual and potential control by City in the provision of services under this Agreement. 2. Are engaged in an independently established trade, occupation, profession, or business. 3. Have the authority to hire subordinates. 4. Own and/or will provide all major items of equipment necessary to perform services under this Agreement. F. Compliance with laws. In performing the scope of services required hereunder, City and TVYT shall comply with all applicable federal, state, and local laws. G. 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 determined 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. H. 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. I. 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 PROFESSIONAL SERVICES AGREEMENT wrrH TREASURE VALLEY YOUTH THEATER PAGE 3 OF 4 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 fourteen (14) days' notice of intention to terminate. Such notice small 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 the defaulting party successfully cures the breach or circumstances providing grounds for termination, the terminating party shall signify such cure by issuing written withdrawal of the notice of termination. 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. I Construction and severability. If any part of this Agreement is held to be invalid or unenforceable, such holding will not affect the validity or enforceability of any other part of this Agreement so long as the remainder of the Agreement is reasonably capable of completion. K. 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. L. Discrimination Prohibited. In performing the Services required herein, TVYT shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age or physical handicap. M. Applicable law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Idaho. N. Approval Required. This Agreement shall not become effective or binding until approved by the respective governing bodies of both City and TVYT. 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. TREASURE VALLEY YOUTH THEATER: BY: Autumn Kersey CITY OF MERIDIAN: BY: Tammy de e rd Mayor Attest: oapoRA �G /�Wz� _r he TREASURE C. y Co City Clerk PROFESSIONAL SERVICES AGREEMENT WITH TREASURE VALLEY YOUTH THEATER PAGE 4 OF 4 L9J TREASURE VALLEY YOUTH TNEIATM TREASURE VALLEY CHILDREN'S THEATER Exhibit A In 2017, Treasure Valley Children's Theater, LLC and Treasure Valley YOUTH Theater, Inc. - a 501c3 nonprofit - will become one nonprofit theater company doing business as Treasure Valley Children's Theater. Both companies share a vision to empower youth through performing arts. This merger amplifies that vision and strengthens both the quality and quantity of work we produce - as our Season 5 plans demonstrate - AND creates an outstanding opportunity for our community! Will MAC join us for a 5th season and help us change the world one theater kid at a time? MERIDIAN ARTS COMMISSION SEASON 2017 PROPOSAL We have BIG plans for 2017 including bringing back the "8 in 48 Idaho" Short Play Festival, launching two tours with our adult acting company, producing a combined adult and youth company holiday production, and our largest youth theater undertaking yet,"The Lion King, Jr."! We are asking the Meridian Arts Commission to consider supporting four leadership -through -performing arts programs in 2017 for a total of $6,000. "The Lion King,Jr." March 18 at Mountain View High School Auditorium and March 31 &April I at the Nampa Civic Center with a cast of 50 youth in 4th to 9th grade plus 6 teen mentors ages 15-18. BONUS! Youth have the opportunity to travel to Salt Lake City to see Broadway on Tour's "The Lion King" over Spring Break; "Harriet the Spy" our first nonmusical production planned for June at Cole Valley Christian High School, with a cast of 25 youth ages 8-18 years old; "HONK, Jr." late summer at the Scentsy Commons outdoor theater with a cast of 30 ages 8-16 years old. "8 in 48 Idaho" Short Play Festival Sept. 8-9 at (tentative) Meridian Methodist Church of the Warm Heart featuring original, 10 minute plays written for young audiences and starring up to 50 area youth and adult actors. As Producer, MAC's obligations would extend to the negotiation of performance space rental fees, if necessary.Additionally, MAC may be asked to assist with marketing efforts through established channel of contacts. MAC will receive recognition as Producer for all four prod • Top billing in all marketing of the programs • Mention from the stage at all performances • Opportunity to distribute information to performance att • Full page, color ad in the play bill for each production • Logo/link in e -newsletters • Logo/link on online ticketing and program webpage • Mentions on Facebook &Twitter • Reserved VIP seating for 10 guests at any of the performar Thank you for your consideration! P.O. Box 9144 Boisr, ID • 208.287.8828 • TVYOUTHTHEATER.ORG