HomeMy WebLinkAboutOinkari Basque Dancers, Inc. Musical Talent Concerts on Broadway Professional Services Agreement PROFESSIONAL SERVICES AGREEMENT for
MUSICAL TALENT FOR CONCERTS ON BROADWAY
This PROFESSIONAL SERVICES AGREEMENT for MUSICAL TALENT FOR
CONCERTS ON BROADWAY ("Agreement") is made this2lst day of September, 2021 ("Effective
Date"), by and between the City of Meridian, a non-profit corporation organized under the laws of the
State of Idaho ("City") and Jill Kaltenecker, on behalf of Oinkari Basque Dancers, Inc., a nonprofit
organization organized under the laws of the State of Idaho,whose address is PO Box 1011, Boise, Idaho
("Promoter").
WHEREAS,the City desires that the plaza at Meridian City Hall 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 Concerts on Broadway, a series of concerts to be held in the
Meridian City Hall plaza("Event"); and
WHEREAS,the Parties mutually desire to present, as part of Concerts on Broadway, the music of
the Oinkari Basque Dancers, a ten- to fifteen-piece group specializing in the performance of Basque
dances;
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. The Oinkari Basque Dancers shall perform for the public approximately seven(7)
songs, from 7:30 p.m. to at least 8:00 p.m., on Saturday, September 25, 2021, in the plaza at
Meridian City Hall, at 33 E. Broadway, Meridian, Idaho. In case of inclement weather, 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. City shall provide, set up, and operate any and all
sound systems and equipment necessary to electronically amplify music and spoken
announcements. City shall set up sound systems and/or related equipment by 5:00 p.m. on
September 25, 2021, and the Oinkari Basque Dancers may rehearse and/or perform sound checks
at that time. All set-up, rehearsal, and/or sound checks shall be completed by 6:30 p.m.
C. Risers. If Promoter elects to use risers to elevate the musicians, Promoter 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 Promoter for services rendered pursuant to this
Agreement in the amount of five hundred dollars ($500.00). This payment shall constitute full
compensation from City to Promoter and/or to the members of the Oinkari Basque Dancers for
any and all services, costs, and expenses related to services performed under this Agreement.
Promoter and/or the respective members of the Oinkari Basque Dancers shall be responsible for
payment of any and all taxes due and owing for payment received under this Agreement.
PROFESSIONAL SERVICES AGREEMENT— OINKARI BASQUE DANCERS,CONCERTS ON BROADWAY PAGE I of 5 Page 177
Item#15.
B. Concellation, City may, in City's sole disorefiM cancel the Evrmt utdfor the Dinkari Ba to
Docers's p'ertormancc., For any reason, includin, bur not limited to, upoTI she order or advicc of a
govcmmcaW agency re I atcd to COVTD-19 of other pub I is hodth hazard. I f City coacels the
Event and•'or the Oirnkari Basque Danccrs's pertbrmance,
i. 0 n or prior to 5:00 p,In. on Stpitembe r 10. 2021; This A ment shn I I he void, and nc ither
iromoter noT the lei rtikari Basque D M:crs shall be entitlod to payi1nent nr any other bcncfit
hereunder.
2. Between 5-m p.nn, on Stpt-ember 18, 202 i, and 1.1DU P.AL. on September 25, 202 l: So long
as the Oinkari 13"ue Dancers is Wsrnt and prepared to provide �ervlces set forth in this
A eitnent at the tirne, date, and place. and in a000rdwice with th-c terms set fonh herein_City
shall pay Promoter in the amourit set forth herein, even 1f the Event, or any component thcr f;
is cancelled due to uriforeseen cvents not causer) by Promoter, the 01nkari Basque Dancers, or
the members thereof..
C. Method of paynwat, Following the �eptember 25, �021 performance_ Promoter OhalI pmvide
City wilh an invoi�;e for the arnoun t of five hundred do I lays ($500-00) for services provildcd, wh ie.h
City slatI pay within WtV(N)days of receipt (her _ -Payment of al taxes and ether
wscssmcnt_4 on such sums shall be the We responsibilily QfPrornoter.
TI I+1*1 L'NC�E
A. Plaza. City shill provide for the perfartrtarr the outdoor plaza on the east side of Meridian City
Flail, 33 E. Broadway, T+ uddian, Idaho C'mmic"). which is an outdoor, open, Pab1i1� venue,
PTomo'tcr shal l be !;nlely responsiblc for arky and al l measures nemwy ter protect egitiPrnm
instruments, the Oinkari F3asque Dancers mcrnbi m dunage duo to Vreather and other
cor ddlons that do or may cxisl,
B. Public v-Eane, Promoter tw ri(?*ledges that the VC1100 i1s a public place and that :4I1 trnembm of
tic public shaLll be invited to attend. To this end, the membcra o&the (_]inkari Basque Dancer
shall perloim such:material and in such a manner as shall Fre ap fropriatc for all ems, values, and
sensibilities. The Olri.kari Ba �qur Diminow's perfnrrnanec find altire shall not inc IUCk language,
altirc, andVor b&avior that is profi=, sexual, violent, or discrjroi"lo y-
C. City policy applies. PrormA f and ft Oinkari Basque Danom 4hall comply with all City policies
and code applicable to kise of City proputy and facilities, including, bot not limited to, policies Of
the Meridim larks and Recreation Dgprtrnent. and any requirerrtents of the City [ltrildirig
MaintcnanwA TeLJLnie an, which rcquimnnenU shall be reasonable and for the purpow cif protec4ng,
Cite facilities and property.
A Phutography a rrd recording.. City shall be ext, erizcd to phoograph, raoord+video tape,
reproduce, transmit, or di 5sem inate, in-Dr from the plaza. the performaneo solely fo r educational
and pub]iu Info m 0on. purposcs. City} shall twit he respomible f'Ur the actions of persumi who are
not under its emplo}omi of coraTol_
E. Iw'Jlere ha ndisimg. Promoter andfor the Oi nkari Masque La n-rcrs shall be authorized to sell al bums
andVor mcrchandiaing material at the perfbnnancc�and way rersin the p cc+1s of such sales. City
xques't�; that twenty per-cent (20%) of any proceeds from rncwhat'rdise sold at the Ev-vn1 br
voluntarily donated to the Meridian ,arts Commission- promoter and lyre 0ir,kad Basque Dancers
tali be responsible for payiag all sales and other taxcs due and owing on rh-C prracerxis from
ProMsroNAUSEKvrEsAoiteenxxT— OnmAitiB+ +1E fir NMs.CONCERTS pro NwAiDwAY FMIE 2 of 5
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Item#15.
mercbandise sold.
IV. TERMS AND CONDITIONS
A. Time of the es ace. promowr�wknvw1cdgos tint services provided undcr this AgiverneRt shall be
performed A a dmely manner_ The ]parties acknowledge and agree rh3t time is strictly of the csscnce
with rcsptct to this Agre=enl,and EliAt the failure to tinwly pertonrr any o;frh-e obligations hereunder
shall constiiutc a breach of, and a dcrwult under, this Agmemeni by tk party so i4iIing to pertoritn_
E. Pro motion of Even t. City shy,li prurnvW Mr. ptxforatlar " i a L4nri rn Lakity promotional materials wid
avenues, including the City newsletter, City wcbsifc, ?Meridian Parks & Rccrcal Ion Dcpartmcnt
Activity Cuidc, anAl local M"a and event calendars, proinoter may undertake additional promotional
activities at his awn capenw and cffbM subject only to the li mi#ati um scr forrh herd. City he mby
eorrvey%to promoter permission to use City's rEame in al l forms aad media and in all mriamer5. without
violation of City's msperlive rights of privewy or any other rights trim may possess in cormect ion with
its role in the production of Concerts on Broadway. except that City's lojp may nut be used In any
rr knttcr Whatsoever without the express, writteo convent of the Mayor's Chief of Staff. To the extent
practicable, promoter shall be given the Dpporcunity toreviow, for frurpous nl'acrumcy. appmvi_�
al I prornol tonal materials i rL advance of their publication, broadcast or dissemination. The band dial l
be ]istcd as "Dinkari Basqut: Dario " in all prorttoticoal materials that are created by City or withi a
the City'&control.
C. Subcontracting or assignment of obi iRMions. Prornoter sfia11 not subtontmci or assign any of the
oktligations of the Qilrkad Basque Dangers under this Agreement related to or that may relate to the
band's talent or cxperrise!, Promoter may subwntr [ or assign oNigation� that do not require the
band's arti stir talent or expertise, incl udi ng, bUt not 1.1m itcd lo, such 011 gatiorrs as transport and set-up
of special ogo1ptlnem z3u t' mstt uinerM_ Aay wbenntraetor or assignee shall hr,bound by al] the
tcrrns and conditions of this Agrrtent.
D. Nun-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 hemf,
E. lndenmificatiun, ProrrinW shal[, and hereby does, indmwify save. and hold harmless the City and
any and a]I of its employees, agents. volunteers, andfor elected officials from any aw all 109M,
cUims, 4nd IMgments for damages or inj'w-y to pe mDns or property, and from any and a]I ]ors and
expenses caused or incurred by Promoter and-or the Oinkari BmAlut Dmcen, their ns istants,
st�rW.Qnt&,:Rgt1,ntx, elimployees, guesu, andlor ruttiness invitees, in connection with this Agrccmunt or
wivities related t htp%o. Frormter and e b rtter nher of the Oinkari Ba&que Dancers acknowiadge
that provision of the scrvilccs desca ibcd hereunder preswts 60L., 5omin- of which afe unknown_ and do
agree trr a awe a ll such known or unknown risks.
F. Waiver. Pxoept as to rights held under the tclTEns of this Agrcemcnt, PnYmoter rand vach member of
the 01akari. B&ique Dancers shall, and hereby do, uraive any and all claims and rocourse against City,
includin.g the right of contribution for loss and damage to pawns c}r prop rty ari sling from, growing
out A or is any war connmbi-d with or inrcidunt the pvrFbmian=ofIhIN Agrecllmnt, whedticr such low
-rr dkimake naay be 4ttdWtahle to known or unk iowo conditions, except for liability arising out of
concurrent or sole negligeme of City or its officers,agents or=ploy.
?R(PF-LUI AL:5ERV10E$ACREEMEM— ODFKARI BASWE DANCERS.CONCEITS ON E ROADWAY FhsE 3 of 5
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Item#15.
ta, Relationship of Parties. Pros-voter and e&ch member of the Oinkari Mque lancers is an
indcpcndent conirtclor and is not an cmploytT, agerii,joiryt venturer, or partner vi'City. Nothing in
this Agreement shall br interpreted or construed as orcating or 4stab-14 ping the relationship rif
employer and ernp loyec bnw=Promowr or any rneinber o f the 01 n kari Basque Dancers and City or
,any official, agent, or employce of City. Prornoter and the Oinkad Basque Dancers shal I ruin the
right to perform, servi-cos for others during die term of this Agrrcmcnt.
H. CornpLiance with law, Throughout the ooursc of this ALuccTrkery Promoter and ra-ch member of the
the 01rtikari barque Dancers shall comply with any and all applicable f eral, state, andlor,.al laws.
L lion-Discrimination, MiDughout the Course of dais Agreement, rXithcr PtIOMD of nor arny,Mcmbcr of
the 01 nkari 13 ue Dancers shall discrimlirioc ageiost any perswii as to race, creed, re I igloo,tea€, aged
national origin, wxual oriimtetion or any physical, mcntAl, 0'r sensor' handicap.
J. Entilre Agreement. This Agreement ristitutes the entire understanding beLwe+en the Parties. This
Agreement supersedes any and a l l stateme nts, prom i ses, or indu meets made by ei ther Recur, or
agents ofeither part}, whether-oral or written, whether previous to the cxcoution hereof or
contemporan ous herewith. The terms afthis Agreemu-nt may not be-Enlarred, modified or aLltered
except upon written a rwrn-unt signed by both parties hereto.
K Costs and atturneyS" fees- if either party brings any action ov proceedings to enfor-cc, pro#cI or
establish any right or rem-cdy under thr terms and cojiditions of this Agmrmcnt. the prevailing party
shall be entitlyd to rowver movable costs and attomcys} fees, m dewrmined by a court or Competent
jurisdiCtio#i, in addition to any ether rcliefawarded.
L. Agreement governed by Fdahe law..The laws of the Statr of Idaho shall govern the validity.
intcrpx anion, performanec and enforrornent orthi% A�,reem,ent, Vcnuc shall he in the courts of Ada
County, Idaho,
M. C'urrnulati*e right& and remedies. All rights and remedies herem enum-craled sU I be cumulative and
none shall exclude any kwther right-Or rernedyallo%,cd byhiw. Likewise, the exemiw of any remedy
prim,ided for herein of allowed by Lain slial i not be to the exclusion of any other-remody.
N. Severabiliity, I f any provision of this Agreement is found by a court of oompulent jurisdiCtiotl to he
illeggl, invalid,or unenforceable, the rmunder of this Agrccmcnt shall not be affected-
Q. SuecMGra and assigns, All urtime Wnns,provisio covenants and -conditions or this A mcni
shall Inore to ihe benetit of, and shall be binding lipen, each party and their L�uc�:eS80 a$siVs, legal
representalives, heirs, executers,and achninistraters.
F. Notice, Any and all notice required to bo providet! by either of the Panies heruqo, unlvs�i-vt1W+wi W
smW in this Agreement, shall be in writing and shall be deemed communi"ted upon Mailing by
United Mat=Mail, arldreswd as fellows:
citI Qinkari $a K uiz Dancers Inc:
city Clerk Jill Kaitcnecker, Pr-ctiidertt
City ofMe+idian Pt) Box 1011
33 E. Broadway Avenue B015C. Idaho 83 71)L
Wridian, Idaho 83642
J1R0M, NAL SCRarrEs A('pFtEFMENt f)VNKAjti aASQIJE DANCERS,CONCMM.ON[l;RUADWAY PAGE.4 of5
Page 180
Item#15.
Either party may change its address for the purpose of this section by giving written n01ace of such
change in the manner herein provided.
Q. Warranty of authority. The undcrsigncd exprcssly warrants that, to the cxtunt set fdi#h hcTcmi , he is
duly authorizW icy act as the mpi+ese ritat ive;and agent of the 01 nkad Basque Dun cers and cash and
every member thereof: The undcMigned fiirther+>wraErants that lie is authonzod to bind the 0i kaei
l3&9que Dancem and its members to the obligations set truth lierein, and to accept the liabilities as
eSl�bl i shed�r�eia err be11a11 �f the�it�ari: LtaS�ue Ir�c�r� �rtd i1 s rn�mbeCs,
R. City Dou null approval r eq u fired. The validity of this Agreement shall be C}(prrSSl y r�undi tiVtaCAl
upon City Council actiori approving the Agreement. Execution of this AZnoement by the persons
refermccd below prier to &uch ratifickon or approval shalI not be ccKnorued" proof of validity in the
o of MCridian Ci#y Coil app¢OVIIL
IN W[TN 11 q WHE REO P, the parties hei-eto have exec uteri this Apmement on the E ffecti ve.
Deft fiirst WTIItcn above,
PRE]M QTER:
ail] altcnecker, President
o i nkari RI-LSgtke f)MMrS
1:'fTY OF MERIDIAN.
BY: Alliesu
Robert E. Simison, l4 a rr 9-21-2021 Chris Johnson, City Ourk 9-21-2021
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