HomeMy WebLinkAboutConcert Series Production Services AgreementPROFESSIONAL SERVICES AGREEMENT – CONCERT PRODUCTION SERVICES PAGE 1 of 9
PROFESSIONAL SERVICES AGREEMENT
FOR CONCERT SERIES PRODUCTION, MARKETING, AND OTHER SERVICES
This Professional Services Agreement For Concert Series Production Services
(“Agreement”) is made this 12th day of December, 2017 (“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 2018 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
14, 2018.
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);
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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
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
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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 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.
C. Promotion. Promoter may, at Promoter’s election and sole expense and effort, purchase
commercial advertising to promote Event, and/or may promote Event via broadcast,
online, social, or print media. City hereby conveys to Promoter permission to use City’s
and MAC’s name in all forms and media and in all manners, 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 shall be given the opportunity to
review and approve all promotional materials in advance of their publication, broadcast
or dissemination.
D. Event sponsorship. Promoter may sell sponsorships of Event, and may retain all
proceeds collected from such sponsorships. Promotor shall provide to City Contact the
names and logos of all sponsors to be recognized in the Meridian Parks & Recreation
Activity Guide by February 1, 2018. Promoter may not engage any sponsor which
promotes or endorses any of the following content:
1. Content that is deemed in violation of this policy or any other applicable City policy;
2. Profane, obscene, indecent, violent, or pornographic content and/or language;
3. Content that promotes, fosters or perpetuates discrimination on the basis of race,
creed, color, age, religion, gender, sexual orientation, or national origin;
4. Defamatory or personal attacks;
5. Threats to any person or organization;
6. Content that promotes, fosters or perpetuates conduct in violation of any federal, state
or local law;
7. Content that encourages or incites illegal activity;
8. Information that may compromise the safety or security of the public or public
systems;
9. Content that violates a known legal ownership interest, such as a copyright, of any
party; or
10. Any content that contains or perpetuates a message that the Director of the Parks &
Recreation Department deems to be inappropriate and not in the best interest of the
City of Meridian.
If the City becomes aware that any engaged or potential sponsor of Event promotes or
endorses such content, the City may terminate this Agreement, restrict or remove any
content that is deemed in violation of this policy or any applicable law, and/or cancel the
sponsored concert or Event.
PROFESSIONAL SERVICES AGREEMENT – CONCERT PRODUCTION SERVICES PAGE 4 of 9
II. PAYMENT
A. Amount; timeline. For services rendered pursuant to this Agreement, City shall remit to
Production Company a total amount not to exceed twenty thousand dollars ($20,000.00).
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 invoices,
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 10, 2018 May 10, 2018
$ 5,000.00 May 14, 2018 June 14, 2018
$ 5,000.00 June 12, 2018 July 12, 2018
$ 5,000.00 July 16, 2018 August 16, 2018
Total: $ 20,000.00
B. Method of payment. By April 2, 2018, 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 2, 2018, 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. 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.
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.
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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.
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, 2018 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 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
PROFESSIONAL SERVICES AGREEMENT – CONCERT PRODUCTION SERVICES PAGE 6 of 9
mail, addressed as follows:
City: Production Company:
City of Meridian Cara Stone
Attn: City Clerk WineGlass Arts Development
33 E. Broadway 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
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
PROFESSIONAL SERVICES AGREEMENT – CONCERT PRODUCTION SERVICES PAGE 7 of 9
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 4, 2018, 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 right of contribution for loss and damage to persons or property arising
PROFESSIONAL SERVICES AGREEMENT – CONCERT PRODUCTION SERVICES PAGE 8 of 9
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:
Cara Stone, President
WineGlass Arts. Development
CITY OF MERIDIAN:
DILATED q �
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BY; Aft st: _
Tammy e r erd, Mayor E `'ID ,1 T W C14 Coe" City Clerk
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