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HomeMy WebLinkAboutAgreement with New Hertiage Theatre Company for Development of Written Work for Mayor's Anti-drug Coalition AGREEMENT TO SPONSOR DEVELOPMENT OF WRITTEN WORK THIS AGREEMENT, made this ;s'-t day of ~ +- , 2006, between The New Heritage Theatre Company (hereinafter referred 0 as "New Heritage"), located at 723 Taylor, Meridian, Idaho, 83642/P.O. Box 44269, Boise, Idaho, 83711 and the Mayor's Anti- Drug Coalition, by and through the City of Meridian (hereinafter referred to as "City"), located at 33 East Idaho Avenue, Meridian ill, 83642. The City has designated New Heritage to create the written work herein described. WHEREAS, New Heritage is a professional theater company comprised of a resident repertory company, a theatrical training conservatory and educational and community outreach programs; and, WHEREAS, New Heritage is a non-profit organization exempt from federal taxes under 26 U.S.c. ~ 501(c)(3); and, WHEREAS, the Mayor's Anti-Drug Coalition, by and through the City, desires to contract for the work of New Heritage and to commission New Heritage to create a written work, specifically, a play promoting a drug-free lifestyle and a drug-free community (hereinafter referred to as "Play"); and, WHEREAS, the parties wish the creation of the Play to be governed by the mutual obligations, covenants, and conditions herein; NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants hereinafter set forth and other valuable considerations, the parties hereto agree as follows: 1. Play specifications. New Heritage hereby agrees to hire Sandra Cavanaugh to write and direct the development of the Play entitled "Tuned Out" as a part of their on going Response Program. The Play shall be written to be one (1) hour in length when it is performed as written. The focus of the Play shall be the promotion of a drug-free lifestyle and drug- free community and may depict the contrast thereof with the damage caused by drug use to individuals and entities including, but not limited to, individual users, their families, friends, and co-workers, and the community. 2. Sponsorship contribution amount. The City's sponsorship contribution to the Play shall be twelve thousand, five hundred dollars ($12,500.00). This amount shall not include performance of the Play. While the City shall administer the funds for payment of the sponsorship contribution, no tax AGREEMENT TO COMMISSION WRITTEN WORK NEW HERITAGE THEATRE COMPANY PAGE 1 oF5 revenues shall be expended for such payment; rather, such funds shall be fundraising monies provided by the Mayor's Anti-Drug Coalition. 3. Sponsorship credit. The City's sponsorship of the Play's development shall be acknowledged whenever the Play is performed and/or published, whether such performance and/or publication is of the Play in its entirety, or is of any component thereof. 4. Payment. Within 10 days of the signing of this agreement, the City agrees to pay a deposit of ten thousand dollars ($10,000.00). The remainder of the City's contribution, two thousand, five hundred dollars ($2,500.00), shall be paid upon completion of the Play. 5. Deyelopment of the Play; City's comments. The City recognizes that the creative process may be undertaken most effectively when the product thereof is not subject to the predilections of outside parties. Nonetheless, the City has a substantial interest in assuring that the completed Play reflects the values and achieves the objectives of the Mayor's Anti-Drug Coalition. Therefore, the development process shall include an ongoing dialogue between New Heritage and the City. New Heritage's liaison for this purpose shall be Sandra Cavanaugh, and the City's liaison for this purpose shall be Brenda Murdock. Ms. Cavanaugh shall communicate with Ms. Murdock throughout the Play development process regarding the content of the Play. As the Play is developed, Ms. Cavanaugh shall consider any suggestions and/or comments of the City as conveyed by Ms. Murdock, and shall incorporate such suggestions and/or comments into the Play where such incorporation does not impede Ms. Cavanaugh's creative autonomy. 6. Completion date. The completed Play shall be delivered to the City on or before the 20th day of October, 2006. This completion date may be modified only as mutually agreed in writing by the parties. Time is of the essence with respect to the completion of the Play. 7. Termination. If either party willfully or negligently fails to fulfill its obligations under this Agreement, the other party shall have the right to terminate the Agreement, by giving written notice to the defaulting party of its intent to terminate and specify the grounds for termination. The defaulting party shall have fourteen (14) calendar days after receipt of the notice to cure the default. If the default is not cured, this Agreement shall terminate. AGREEMENT TO COMMISSION WRITTEN WORK NEW HERITAGE THEATRE COMPANY PAGE20F5 The City may terminate this Agreement for any reason at any time by giving at least fourteen (14) calendar days' notice in writing to New Heritage. In the event of termination or default for non-performance by the City, then City shall compensate New Heritage for reasonable accrued costs for actual time spent writing the Play, less payments of compensation or deposits already paid. In no event shall such costs exceed the total contribution specified herein. The City shall not be responsible for the cost of services performed or expenses incurred subsequent to such notice of termination. 8. Ownership of the play. The City, recognizing that the Play is the exclusive artistic creation of the Author, Sandra Cavanaugh, a member or the Dramatists Guild, agrees that it will not make, require, or permit to be made any addition, omission and/or alteration of the Play without the prior written consent of the Author. Any change, in the manuscript, stage business, or performance of the Play suggested by the City or any third party, which is acceptable to the Author, shall be the property of the Author, free and clear of all liens and encumbrances, and the Author shall not be obligated to make any payments to any person who makes or suggests any changes in the Play. Neither the City nor any person under its control, direction or employ, shall, publicly or privately, directly or by implication, represent, imply or agree that the Play is a collaborative or joint project or a Joint Work as defined in 17 U.S.C. Section 101, or that the authorship of the play is held by any Person other than the Author. 9. Performance. It is anticipated by the parties that this Play will be performed by New Heritage after it is completed. Should the City choose to make an additional contribution to New Heritage for performance of the Play, the terms and conditions of such arrangement shall be executed separately from this Agreement. 10. Entire agreement. This Agreement constitutes the entire understanding between the parties. Its terms can be modified only by a mutually agreed upon written instrument duly executed by both parties. 11. Non-waiver of breach. A waiver of any breach of any of the provisions of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions hereof. 12. Notices and changes of address. All notices shall be sent to the addresses set forth in the first paragraph of this AGREEMENT TO COMMISSION WRITTEN WORK NEW HERITAGE THEATRE COMPANY PAGE 3 OF 5 document. Each party shall give written notification of any change of address prior to the date of said change. 13. Hold harmless and indemnification. New Heritage agrees to indemnify, defend, and hold harmless the City, its officers, employees and agents from and against any damages or losses of any nature whatsoever, including damage or loss to New Heritage, and all liability or expense for any causes of action arising from or connected with the services provided by New Heritage, its agents, employees, assigns, heirs, or representatives pursuant to this Agreement, whether brought against City by third parties or otherwise, unless caused by the sole negligence of City. 14. Independent entity. It is the express intention of the parties that New Heritage, and any official, agent, or employee thereof, is an independent entity and is not an employee, agent, joint venturer, or partner of the City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between New Heritage and City or between New Heritage and any official, agent, or employee of City. Both parties acknowledge that New Heritage is not an employee of the City. New Heritage shall retain the right to perform services for others during the term of this Agreement. 15. Discrimination prohibited. In performing the services set forth herein, New Heritage shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age or disability. 16. Attorney's fees. In any action by the City or New Heritage for recovery of any sum due under this Agreement, or to enforce any of the terms, covenants, or conditions contained herein, the prevailing party shall be entitled to reasonable attorney's fees in addition to costs and necessary disbursements incurred in such action. 17. Governing law. This Agreement shall be governed by the laws of the State of Idaho and the City Code of the City of Meridian. 18. Assignment or transfer of agreement prohibited. New Heritage acknowledges and agrees that an essential element of this Agreement is the skill and creativity of New Heritage and any persons employed or utilized by New AGREEMENT TO COMMISSION WRITTEN WORK NEW HERITAGE THEATRE COMPANY PAGE 4 OF 5 Heritage. New Heritage shall not, therefore, in any manner, directly or indirectly, by operation of law or otherwise, hypothecate, assign, transfer, or encumber this Agreement or any portion thereof or any interest therein, in whole or in part, to any third party without express, prior written consent of City. New Heritage shall not subcontract outside of New Heritage any work to be done pursuant to this Agreement without the written consent of the City. 19. Binding agreement. This Agreement shall be binding on the parties hereto and their heirs, executors, administrators, successors, personal representatives, and assigns; provided, however, neither this Agreement nor any part hereof, except for monies previously earned and due to New Heritage may be assigned to anyone without the written consent of the City. 20. City Council approval required. The validity of this Agreement shall be expressly conditioned upon City Council approval hereof. 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 signed this Agreement on this I flJ;. day of ~ ,2006. NEW HERITAGE THEATRE: SEAL _ - ~- - ~ - - - ~ ,~ ~ "'~.L r 15\ ' .jJ f" 'l -If L'\~ ...' "A,> C\,... _ __ ..... ,,'" /""I-~"'(" ",,,, III I" 11/"'''1111\\11 AGREEMENT TO COMMISSION WRITTEN WORK NEW HERITAGE THEATRE COMPANY PAGE 5 OF 5