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HomeMy WebLinkAboutAgreement to Perform Written Work with New Heritage Company for Mayor's Anti-Drug Coalition AGREEMENT TO PERFORM WRITTEN WORK BETWEEN THE CITY OF MERIDIAN AND NEW HERITAGE THEATRE COMPANY /~t. TillS AGREEMENT made this 2(0 - day of -:e6rn-Wr,. , 200L between The New Heritage Theatre Company (hereinafter referred to a "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/MADC"), and located at 33 East Idaho Avenue, Meridian ID, 83642. The City has designated New Heritage to perform 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 V.S.C. S 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 perform a written work, specifically, a play promoting a drug-free lifestyle and a drug-free community (hereinafter referred to as "Tuned Out"); and, WHEREAS, the parties previously engaged in an agreement to create the play "Tuned Out" 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. Performance. specifications. New Heritage hereby agrees to perform the play "Tuned Out" consistent with the script that was provided subject to artistic interpretation. 2. Sponsorship credit. The CitylMADC's sponsorship of the play "Tuned Out'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. 3. Payment. The City's payment to New Heritage shall be $35,199.99, of which $4,999.99 is reimbursement for expenses from a State of Idaho Grant from the Governor's office for "Children and Families Against Drugs", for performances in the Spring of AGREEMENT TO PERFORM WRITIEN WORK -- NEW HERITAGE THEATRE COMPANY PAGE 1 OF 5 2007 in the Meridian School District. Additional funds will be raised for performances if necessary. A proposed budget for the performances of the play contemplated by this Agreement is attached and is incorporated herein by reference. While the City shall administer the funds for payment of the purchase price, no tax revenues shall be expended for such payment; rather, such funds shall be fundraising monies provided by the Mayor's Anti-Drug Coalition (MADC). New Heritage may submit invoice(s) for payment and will be paid timely by the City. 4. Performance date (s). The contracted performances will be held between March 1-31,2007. The number of performances of the play is to be determined between the CitylMADC and New Heritage. "Tuned Out" shall be performed at schools selected by the City/MADe on dates to be agreed between New Heritage and the individual schools. 5. 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. 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 performing the Play, less the payments of compensation already paid. ill 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. 6. 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), agree 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. AGREEMENT TO PERFORM WRITTEN WORK -- NEW HERITAGE THEATRE COMPANY PAGE 2 OF 5 The City represents and warrants that it shall not, and shall not permit any person under its control, direction or employ to 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 V.S.C. Section 101, or that the authorship of the play is held by any Person other than the author. 7 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 parti es. 8. 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. 9. Notices and changes of address. All notices shall be sent to the addresses set forth in the first paragraph of this document. Each party shall give written notification of any change of address prior to the date of said change. 10. 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. 11. 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. 12. Discrimination prohibited. AGREEMENT TO PERFORM WRITIEN WORK -- NEW HERITAGE THEATRE COMPANY PAGE 3 OF 5 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. 13. 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. 14. Governing law. This Agreement shall be governed by the laws of the State of Idaho and the City Code of the City of Meridian. 15. 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 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. 16. 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. 17. 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. AGREEMENT TO PERFORM WRITTEN WORK -- NEW HERITAGE THEATRE COMPANY PAGE 4 OF 5 IN WITNESS WHEREOF, the parties hereto have signed this Agreement on this Zbl!::- day of ;=.eb;-~q ,2007. ..J CITY: City of Meridian t:L 1J:y e;;, C~~ 2,-Z6- tl7 Attest: dlA-~~~, ~ William G. Berg, Jr., City Clerk And this day of , 2007. NEW HERITAGE THEATRE: //;::/>"-' /". (///'/ .;;:/"7 ,.{ b(~~ 'l/y \ / ~dy Cavanaugh:'D~or <--_______ AGREEMENT TO PERFORM WRITTEN WORK -- NEW HERITAGE THEATRE COMPANY PAGE 5 OF 5 ~it~, .~, ~'-~'j ,,',-~ ..I.:, ft '" ,'f'; C>f;G CITY 01' 1ft', '~'" ::-:-th "'_L ....,~ '._ "O~ eridia:n." \ . ),I, .;;-,. IDAHO J ~C < 6'~ FJn Iltr ~~L!RE \! ~~ ~ '00{ - ; i l00J CITY OF MERIDIAN CONTRACT AMENDMENT CONTRACTOR NAME: DEPARTMENT NAME: The New Heritage Theatre Company City of Meridian ADDRESS: ADDRESS: 723 Taylor Meridian, 1083642 33 E. Idaho Meridian, 1083642 CURRENT CONTRACT INFORMATION: Amendment Date: 3/14/07 Previous Amendments: ~ Current Contract Dates: START: 3/9/07 COMPLETION: 5/31/2007 Current Contract Amount (Inclusive of Previous Amendments to Date): $35. 199.99 CHOOSE ONE AMENDMENT COLUMN BELOW, either "STANDARD AMENDMENT" or "AMENDMENT TO EXERCISE OPTION TO RENEW" and check off any applicable amendments under that column. _ STANDARD AMENDMENT ( Check all that aoo/v) _ AMENDMENT TO EXERCISE OPTION TO RENEW (Check all that ADO/V) _ Amendment to Contract Perfonnance (Scope) Amendment to Contract Perfonnance ---K- Amendment to Contract Dates Amendment to Contract Dates Amendment to Contract Amount Amendment to Contract Amount _ Other: (Explain) _ Other: (Explain) DESCRIPTION OF REASON FOR AMENDMENT: (Attach all relevant documentation detailing amendment): Paragraph 4 of the original contract required that the contracted performances were to be held between March 1-31, 2007. These performances have not occurred. The parties to the contract have agreed that the first performance will now occur on April 4, 2007. The parties have agreed that the other performance whose number, dates and venue will be determined by the parties per the contract, will occur between the months of September and December of 2007. NEW CONTRACT INFORMATION: Amendment Date: New Contract Dates: 3/14/07 START: 3/14/2007 COMPLETION: 12/31/2007 Amount of Amendment Change $ 0.00 Current Contract Amount (Inclusive of Previous Amendments to Date): $35.199.99. ALL OTHER TERMS AND CONDITIONS OF THE ORIGNAL CONTRACT AND PREVIOUS AMENDMENTS REMAIN UNCHANGED AND IN FULL FORCE AND EFFECT. BY: BY: Dated: \\\\\\\111111I1i;/; \\\ rS:. ~II- ,\ V'" 11/ ~-/l1 "" ~"' ~ /"// P V " ~Ofr., lA~ ~ ~ ~f' .Y ~ g.... ~7-Q ~o % Approved by Council: - .... ~ ~ ~ 7 ~ j , A (J ~ <1:., ,,~ D ::: ~-/'- ( ~<;~q, ........~r 131 ' ':t--<:,-,:":<' LLlAM G. BERG, J~ CLERK "// Ch. 'T'l -(.) \,,'\' / 1/ II~ '\JIf..JfttI J \ \ \' ' Illllfft u,,\,\\ BY: KElT