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HomeMy WebLinkAboutProfessional Services Agreement - Public Performance License -Movie Screening Meridian Art WeekPROFESSIONAL SERVICES AGREEMENT AND PUBLIC PERFORMANCE LICENSE FOR MOVIE SCREENING FOR MERIDIAN ART WEEK This PROFESSIONAL SERVICES AGREEMENT AND PUBLIC PERFORMANCE LICENSE FOR MOVIE SCREENING FOR MERIDIAN ART WEEK ("Agreement") is made this day of , 2019 ("Effective Date"), by and between the City of Meridian, a municipal corporat' organized under the laws of the State of Idaho ("City") and Hanover Park Entertainment LLC, a limited liability company, ("Producer") (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 Best Small Town Throwdown Rodeo, a film locally written, produced, and directed, as described in Exhibit A ("Film"), 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. Producer shall screen the Film for the public at 7:00 p.m., on Friday, September 6, 2019, in Meridian City Hall, 33 E. Broadway Ave., Meridian, Idaho ("Venue"). Producer shall introduce the film prior to screening. B. Performance license conveyed. Producer owns the copyright to Film, and hereby conveys to City, a public performance license for the screening of Film as set forth in this Agreement. JEEK11 II. COMPENSATION. A. Total amount. City shall make total payment to Producer for services rendered pursuant to this Agreement in the amount of three hundred dollars ($300.00). This payment shall constitute full compensation from City to Producer for any and all services, costs, and expenses related to services performed under this Agreement. Producer 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 Producer is present and prepared to show the Film at the time, date, and place, and in accordance with the terms set forth herein, City shall pay Producer in the amount set forth herein, even if the event is cancelled due to unforeseen events not caused by Producer. Any decision regarding whether to cancel the performance shall be made no earlier than 4:00 p.m. on September 6, 2019. C. Method of payment. By September 9, 2019, Producer shall provide City with a completed W-9 form. City shall pay Producer via check within thirty (3 0) days of performance. Payment of all taxes and other assessments on such sums shall be the sole responsibility of Producer. III. VENUE PROFESSIONAL SERVICES AGREEMENT—FILM SCREENING, MERIDIAN ART WEEK PAGE 1 of 4 PROFESSIONAL SERVICES AGREEMENT – FILM SCREENING, MERIDIAN ART WEEK PAGE 2 of 4 A. Meridian City Hall. City shall provide the Venue for the Film screening. The Venue is an open, public venue. Producer accepts the Venue as-is, and shall be solely responsible for any and all measures necessary to protect Producer’s equipment from damage or theft. B. Public venue. Producer acknowledges that the Venue is a public place and that all members of the public shall be invited to attend. To this end, the Producer shall perform such material and in such a manner as shall be appropriate for all ages, values, and sensibilities. The Producers’ performance and attire shall not include language, attire, and/or behavior that is profane, sexual, violent, or discriminatory. C. City policy applies. Producer shall comply with all City policies and codes applicable to use of City property and facilities. D. Photography and recording. City shall be authorized to photograph, reproduce, transmit, or disseminate, in or from the Venue, the Film screening event, 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. Producer shall be authorized to sell copies of Film 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. Producer 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. Producer 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. 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. Producer may undertake additional promotional activities at his own expense and effort, subject only to the limitations set forth herein. City hereby conveys to Producer 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, Producer shall be given the opportunity to review, for purposes of accuracy, and approve all promotional materials in advance of their publication, broadcast or dissemination. C. Subcontracting or assignment of obligations. Producer shall not subcontract or assign any of the obligations under this Agreement related to or that may relate to the Producer’s talent or expertise. Producer may subcontract or assign obligations that do not require the Producer’s 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. Meridian City Council Meeting Agenda August 27, 2019 – Page 192 of 403 PROFESSIONAL SERVICES AGREEMENT – FILM SCREENING, MERIDIAN ART WEEK PAGE 3 of 4 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. Producer 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 Producer, and/or Producer’s assistants, servants, agents, employees, guests, and/or business invitees, in connection with this Agreement or activities related thereto. Producer 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, Producer 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. Producer 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 Producer and City or any official, agent, or employee of City. Producer 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, Producer shall comply with any and all applicable federal, state, and local laws. I. Non-Discrimination. Throughout the course of this Agreement, Producer 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. Meridian City Council Meeting Agenda August 27, 2019 – Page 193 of 403 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: ciw- Producer: City Clerk Hanover Park Entertainment LLC City of Meridian Attn: Kellie Allred 33 E. Broadway Avenue 1420 West Powder Court Meridian, Idaho 83642 Eagle ID 83616 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the Effective Date written above. PRODUCER: Kellie Allred Governor, Hanover Park Entertainment LLC CITY Attest: PROFESSIONAL SERVICES AGREEMENT —FILM SCREENING, MERIDIAN ART WEEK PAGE 4 of 4 PROFESSIONAL SERVICES AGREEMENT – FILM SCREENING, MERIDIAN ART WEEK PAGE 4 of 4 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: Producer: City Clerk Hanover Park Entertainment LLC City of Meridian Attn: Kellie Allred 33 E. Broadway Avenue 1420 West Powder Court Meridian, Idaho 83642 Eagle ID 83616 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. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the Effective Date written above. PRODUCER: __________________________________ Kellie Allred Governor, Hanover Park Entertainment LLC CITY OF MERIDIAN: BY: __________________________________ Attest: __________________________________ Tammy de Weerd, Mayor Chris Johnson, City Clerk **************Producer 9/3/2019