HomeMy WebLinkAboutProfessional Services Agreement - Musical Talent Meridian Art WeekPROFESSIONAL SERVICES AGREEMENT
FOR MUSICAL TALENT FOR MERIDIAN ART WEEK
This PROFESSIONAL SERVICES AGREEMENT FOR MUSICAL TALENT FOR
MERIDIAN ART WEEK ("Agreement") is made this Q_'1-0 day of Aru I 15f , 2019
("Effective Date"), by and between the City of Meridian, a municipal corpo • ion organized under the
laws of the State of Idaho ("City") and Lisa Johnson, an individual person, ("Artist") (collectively,
"Parties").
WHEREAS, the City desires that the Meridian City Hall Plaza serve as a place where members of
the community can gather to enjoy downtown Meridian and to take part in the arts, and to that end, the
Meridian Arts Commission is presenting Meridian Art Week, a celebration of the arts in Meridian; and
WHEREAS, the Parties mutually desire to present live music, as part of Meridian Art Week;
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 SERVICES.
A. Performance. Artist shall perform live music for the public from 11:30 a.m. to at least 1:00 p.m.
on Saturday, September 7, 2019, in the outdoor plaza on the south side of Generations Plaza, 804
N Main Ave., Meridian, Idaho ("Venue"), with two fifteen -minute breaks during this time. In case
of inclement weather or other conditions, the Venue may be moved to an indoor location to be
determined and agreed upon separately by the Parties.
B. Sound system; set up and sound checks. Artist shall provide, set up, and operate any and all
sound systems and equipment necessary to electronically amplify music and spoken
announcements. Artist may set up sound systems and/or related equipment at 11:00 a.m. on
September 7, 2019, and may rehearse and/or perform sound checks at that time. All set-up,
rehearsal, and/or sound checks shall be completed by 11:30 a.m.
C. Risers. If Artist elects to use risers for the performance, Artist shall provide and set up such risers,
and shall utilize such materials necessary to protect City facilities from any and all damage
therefrom.
II. COMPENSATION.
A. Total amount. City shall make total payment to Artist for services rendered pursuant to this
Agreement in the amount of two hundred dollars ($200.00). This payment shall constitute full
compensation from City to Artist for any and all services, costs, and expenses related to services
performed under this Agreement. Artist shall be responsible for payment of any and all taxes due
and owing for payment received under this Agreement.
B. Cancellation of event. If the Artist is present and prepared to perform at the time, date, and place,
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and in accordance with the terms set forth herein, City shall pay Artist in the amount set forth
herein, even if the event is cancelled due to unforeseen events not caused by Artist. Any decision
regarding whether to cancel the performance shall be made no earlier than 3:00 p.m. on September
6, 2019.
C. Method of payment. By September 9, 2019, Artist shall provide City with a completed W-9
form. City shall pay Artist via check within thirty (30) days of performance. Payment of all taxes
and other assessments on such sums shall be the sole responsibility of Artist.
III. VENUE
A. Meridian City Hall Plaza. City shall provide the Venue for the performance. The Venue is an
outdoor, open, public venue. Artist shall be solely responsible for any and all measures necessary
to protect equipment, instruments, and the Artist from damage due to weather and other conditions
that do or may exist.
B. Public venue. Artist acknowledges that the Venue is a public place and that all members of the
public shall be invited to attend. To this end, the Artist shall perform such material and in such a
manner as shall be appropriate for all ages, values, and sensibilities. The Artists’ performance and
attire shall not include language, attire, and/or behavior that is profane, sexual, violent, or
discriminatory.
C. City policy applies. Artist shall comply with 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, which requirements shall be reasonable and for the purpose of protecting City
facilities and property.
D. Photography and recording. City shall be authorized to photograph, record, video tape,
reproduce, transmit, or disseminate, in or from the Venue, 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.
E. Merchandising. Artist shall be authorized to sell albums and/or merchandising material at the
performance, and may retain the proceeds of such sales. City respectfully requests that twenty
percent (20%) of any proceeds from merchandise sold at the Meridian Art Week event be
voluntarily donated to the Meridian Arts Commission. Artist shall be responsible for paying all
sales and other taxes due and owing on the proceeds from merchandise sold.
IV. TERMS AND CONDITIONS
A. Time of the essence. Artist 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.
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B. Promotion of event. City shall promote the performance in community promotional materials
and avenues, including the City newsletter, City website, and local media and event calendars.
Artist may undertake additional promotional activities at his own expense and effort, subject only
to the limitations set forth herein. City hereby conveys to Artist 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 Meridian Art
Week, 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, Artist shall be given the
opportunity to review, for purposes of accuracy, and approve all promotional materials in advance
of their publication, broadcast or dissemination. The Artist shall be listed as “Samuel Henry” in
all promotional materials that are created by City or within the City’s control.
C. Subcontracting or assignment of obligations. Artist shall not subcontract or assign any of the
obligations under this Agreement related to or that may relate to the Artist’s talent or expertise.
Artist may subcontract or assign obligations that do not require the Artist’s artistic talent or
expertise, including, but not limited to, such obligations as transport and set-up of special
equipment and/or instruments. Any subcontractor or assignee shall be bound by all the terms and
conditions of this Agreement.
D. 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.
E. Indemnification. 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 Artist, and/or Artist’s assistants, servants, agents, employees,
guests, and/or business invitees, in connection with this Agreement or activities related thereto.
Artist acknowledges that provision of the services described hereunder presents risks, some of
which are unknown, and agrees to assume all such known or unknown risks.
F. Waiver. Except as to rights held under the terms of this Agreement, 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 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.
G. Relationship of Parties. Artist 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 Artist and City or any
official, agent, or employee of City. Artist shall retain the right to perform services for others
during the term of this Agreement.
H. Compliance with law. Throughout the course of this Agreement, Artist shall comply with any
and all applicable federal, state, and local laws.
Meridian City Council Meeting Agenda August 27, 2019 – Page 188 of 403
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I. Non-Discrimination. Throughout the course of this Agreement, Artist shall not discriminate
against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any
physical, mental, or sensory handicap.
J. 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.
K. 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.
L. 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.
M. 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.
N. 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.
O. 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.
P. Notice. Any and all notice required to be provided by either of the Parties hereto, unless otherwise
stated in this Agreement, shall be in writing and shall be deemed communicated upon mailing by
United States Mail, addressed as follows:
City: Artist:
City Clerk Lisa Johnson
City of Meridian 705 Pringle Rd.
33 E. Broadway Avenue Weiser, ID 83672
Meridian, Idaho 83642
Either party may change its address for the purpose of this section by giving written notice of such
change in the manner herein provided.
Q. 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.
Meridian City Council Meeting Agenda August 27, 2019 – Page 189 of 403
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the Effective
Date written above.
ARTIST:
Lisa Johnson
CITY OF MERIDIAN:
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PROFESSIONAL SERVICES AGREEMENT — LISA JOHNSON, MERIDIAN ART WEEK PAGE 5 of 5
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the Effective
Date written above.
ARTIST:
Tammy de Weerd, Mayor
Attest:
Chris Johnson, City Cleric
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