HomeMy WebLinkAboutTreasure Valley Children's TheatrePROFESSIONAL SERVICES AGREEMENT WITH
TREASURE VALLEY CHILDREN'S THEATER
This PROFESSIONAL SERVICES AGREEMENT WITH TREASURE VALLEY
CHILDREN'S THEATER (hereinafter "Agreement") is made this � day of November, 2017, by and
between the Meridian Arts Commission, through the City of Meridian, a municipal corporation
organized under the laws of the State of Idaho (hereinafter "City"), and Treasure Valley Children's
Theater, a nonprofit corporation organized under the laws of the State of Idaho (hereinafter ""VCT").
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 TVCT is to be part of a healthy, growing community by producing
quality theater arts experiences for Children's; and
WHEREAS, the respective governing bodies of City and TVCT find that these missions
complement each other and wish to work together to further the objectives of both by engaging TVCT
to present theater arts experiences 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
TVCT agree as follows:
I. Scope of services.
TVCT shall provide the following services, deliverables, and materials under this Agreement:
A. TVCT shall obtain all necessary royalties and scripts.
B. TVCT shall schedule and hold auditions and rehearsals, and shall provide Children's cast members
with all necessary materials for such experience.
C. TVCT 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. TVCT shall provide all necessary costumes, props, and set.
E. TVCT shall provide and distribute marketing materials, including printing posters, flyers, t -shirts,
and programs.
F. TVCT shall reserve and pay all related costs for audition, rehearsal, and performance space.
G. TVCT shall present to the public the theater arts experiences as set forth in the proposal attached
hereto as Exhibit A by September 30, 2018.
H. Compensation and payment.
A. Amount. City shall pay TVCT for professional services described herein in an amount not to
exceed five thousand dollars ($5,000.00).
PROFESSIONAL SERVICES AGREEMENT WITH TREASURE VALLEY CHILDREN'S THEATER PAGE 1 OF 4
B. Payment schedule. Following TVCT's provision of detailed invoice to City, City shall pay TVCT
in accordance with the following schedule:
1. By December 29, 2017, City shall mail payment to TVCT in the amount of $2,000.00.
2, By March 1, 2018, City shall mail payment to TVCT in the amount of $1,000.00.
3. By June 1, 2018, City shall mail payment to TVCT in the amount of $1,000.00.
4. By August 1, 2018, City shall mail payment to TVCT in the amount of $1,000.00.
C. Materials fees; revenue. TVCT 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 TVCT's casting and direction; direction and coaching
from TVCT staff at weekly rehearsals; and performance per TVCT's casting, direction, and
scheduling. TVCT may not turn away any person due to inability to pay the materials fee; TVCT
shall waive and/or make other accommodations for such fee upon request and demonstration of
financial hardship. TVCT shall be entitled to retain any revenues realized from ticket sales,
sponsorships, or other fundraising undertaken by TVCT.
M. General provisions.
A. Indemnification. TVCT and each and all of TVCT'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. TVCT shall submit to City proof of an insurance policy issued by an insurance
company licensed to do business in Idaho protecting TVCT, TVCT's employees, and TVCT'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, T VCT 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 CHILDREN'S THEATER PAGE 2 of 4
If to TVCT:
Autumn Kersey
If to City:
Hillary Bodnar, Commissions & Committees Specialist
Treasure Valley Children's Theater City of Meridian
P.O. Box 9144 33 East Broadway Ave
Boise ID 83747 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 TVCT. TVCT shall not assign or sublet all or any portion of TVCT'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 TVCT 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 TVCT's use and occupancy of facilities at which auditions,
rehearsals, workshops, and/or performances are held. In all matters pertaining to this agreement,
TVCT shall be acting as an independent contractor, and neither TVCT nor any officer, employee or
agent of TVCT shall be deemed an employee or agent of City in any manner or for any purpose.
Specifically, without limitation, TVCT understands, acknowledges, and agrees that TVCT 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 TVCT
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
PROFESSIONAL SERVICES AGREEMENT WITH TREASURE VALLEY CHILDREN'S THEATER PAGE 3 OF
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 fourteen (14) 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 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.
J. 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, TVCT 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 TVCT.
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
-
CITY OF MERIDIAN:
B
Tammy erd
Mayor
THEATER:
Go�2O0 p? DA(/�,�s i
IR
C�p �► o
' E� City
4 ZAHO
\ L SEAL �Z)
Attest: ��rhe TREA`�u`
C. fay Cole
City Clerk
PROFESSIONAL SERVICES AGREEMENT wITH TREASURE VALLEY CHILDREN'S THEATER PAGE 4 OF 4
TREASURE VALLEY
CHILDREN'S THEATER
Exhibit A
IMAGINE...
2018 is a year of so many possibilities. Treasure Valley
Children's Theater (TVCT), the valley's only professional
theater organization dedicated to empowering youth through
quality theater arts experiences, has enjoyed record-breaking
growth over the past year. We look toward our 6th season
with enthusiasm. We are confident in the knowledge that our
partnerships with community-based organizations and
businesses will continue to strengthen our Valley and serve
our mission to change the world one theater kid at a time.
Will the Meridian Arts Commission join us for a 6th season?
MERIDIAN ARTS COMMISSION SEASON 20j8 PROPOSAL
We are asking the Meridian Arts Commission to consider supporting our leadership -
through -performing arts programs in 2018 for a total of $5,000?
2017 "The Best Christmas Pageant Ever" Dec. 1 & 2 at Meridian
Middle School with a cast of 25 youth ages 6-13 (4 additional
performances planned in Nampa and Boise)
2018 "Willy Wonka, Jr." March 10 & 11 at Meridian Middle School
with a cast of 40 youth ages 10-18
2018 Summer Theater Intensive: TWO shows involving 50-60 youth
ages 8-181
2018 "You're A Good Man, Charlie Brown" Sept. at a location TBA
with a cast of 15-20 youth ages 14-18
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 at all productions including:
o Top billing in all marketing of the 2018 programs
• Mention from the stage at all performances
• Opportunity to distribute information to performance attendees
• 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
performances
Thank you for your consideration!
P.O. Box 9144 Boiss, ID ' 208.287.8828 ' TR6ASUREVALLEYCHILDR6NST416AT6R.COM