HomeMy WebLinkAboutProfessional Service Agreement with Kim Ruolo for Musical Talent for Storey Park Independence Day CelebrationPROFESSIONAL SERVICES AGREEMENT -MUSICAL TALENT
FOR STOREY PARK INDEPENDENCE DAY CELEBRATION 2009
This PROFESSIONAL SERVICES AGREEMENT -MUSICAL TALENT FOR
STOREY PARK INDEPENDENCE DAY CELEBRATION 2009 ("Agreement's is made this
Z~ day of June, 2009 ("Effective Date"), by and between the City of Meridian, a municipal
corporation organized under the laws of the State of Idaho ("City"); and Kim Roulo, an
individual whose address is P.O. Box 813, Kura, Idaho 83634 ("Manager"). (City and Manager
may hereinafter be collectively referred to as "Parties")
WHEREAS, City desires to provide outstanding recreational, entertainment, and special
event opportunities within the Meridian community, particularly as it relates to the community's
celebration of Independence Day;
WHEREAS, to this end, City, together with community partners, is planning an
Independence Day celebration in Storey Park, a public park held by City, located on the northeast
comer of Main Street and Franklin Road in Meridian, Idaho, which celebration will be held on
July 4, 2009 ("Event"};
WHEREAS, the Parties mutually desire to present, as part of the Event, the music of
sock-n-Booker, a musical group composed of Bill Roulo, Kim Roulo, Lynn Solmon, Nate Park,
Bill Carpenter, and Darin Solmon, specializing in the vocal and instrumental performance of
classic rock-and-roll music; the music of Lee Penchansky, performing as Lee Penn Sky, a
guitarist and soloist specializing in the vocal and instrumental performance of acoustic folk and
bluegrass music; and Tucksedo, a musical group composed of Jennifer Tuck, Tanner Tuck, Shad
Tk, and Terre Tuck, specializing in the vocal and instrumental performance of jazz, swing, and
pop music (all persons referenced in this paragraph shall hereinafter be referred to, collectively,
as "Performers");
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. Performances. Manager shall produce all aspects of, and Performers shall provide, live
music for the general public from 5:00 p.m. to 9:00 p.m., on Saturday, July 4, 2009, in
Storey Park, at 213 E. Franklin Road, Meridian, Idaho. Manager shall arrange for three
(3) separate musical performances during thistime: I,ee Penn Sky from 5:00 p.m. to 6:00
p.m., Tucksedo from 6:00 p.m. to 7:00 p.m., and Rock-n-Booker from .7:00 p.m. to 9:00
p.m. Music provided during these stated times shall be continuous, except reasonable
time in between acts and that Rock-n-Bucker may take one fifteen-minute break during
1tS perfOrinanCe.
B. Set-up. Manager shall provide, and shall set up, at approximately noon (12:00 p.m.) on
PROFESSIONAL SERVECES AGREEIVIEIVT - KIM RoULO, JULY 4, 2009 STOREY PARK EVENT PAGE 1 of 6
July 4, 2009, a fully operational sound and amplification system for use as needed from
1:00 p.m. to 9:00 p.m. by all scheduled performers and/or masters of ceremonies,
including performers and/or masters of ceremonies unaffiliated with 1V~anager. Manager
shall make every effort to complete all sound system set up and/or sound checks by 1:00
p.m.
II. COMPENSATION.
A. Total amount. City shall make total payment for services rendered pursuant to this
Agreement in the amount of $1,200.00. This amount shall constitute full compensation
for any and aU of Manager's and Performers' services, costs, and expenses related to this
Agreement. Manager and Performers, respectively, shall be responsible for payment of
any and all taxes.
B. Cancellation of event. If all Performers are present and prepared to perform at the times,
date, and place, in accordance with the terms set forth herein, City shall pay Performers,
including Manager, in the amount of $600.00, even if the event or portions thereof aze
cancelled due to inclement weather, technical and/or hazdwaze failure, and/or other
unforeseen events not caused by Manager, Performers or City. Any decision regarding
whether to cancel Performers' performances-shah be made at the discretion of either
Party by 6:00 a.m. on July 4, 2009.
C. Method of payment. Manager and Performers shall provide City with invoices for
services provided, which City shall pay within fourteen (14) days of receipt thereof.
Payment of all taxes and other assessments on such sums shall ~ the sole responsibility
of Manager and Performers, respectively.
uI.yENUE
A. Storey Park. Manager shall provide and set up the sound system on any outdoor stage
approximately twelve by twenty-four feet (12 x 24') in size to be located on the east side
of Storey Park, 213 E. Franklin Road, Meridian, Tdaho, an outdoor, open, public venue.
Manager and Performers shall be solely responsible for any and all measures necessary to
protect their equipment, instruments, and persons from damage due to weather and other
conditions that do or may exist. City shall not be responsible for damage or injury.
B. Electrical generator. City shall provide electrical power for Event in the form of a
generator. Prior to setting up the sound system, Manager shall assess the safety of the
electrical power source and shall not be obligated to perform if it is foupd to be unsafe or
potentially hazardous to Perf'ormers' persons or property. Upon such a finding, if City
cannot cure the problem in time for the scheduled performance, City shall caacel the
event.
C. Public venue. Manager acknowledges that the venue is a public place and that all
members of the public shall be invited to attend. To this end, Manager certifies that all
PROFESSIONAL SERVICES AGREEMENT - KIM ROULO, JULY 4, 2009 STOREY PARK EVENT PAGE 2 of 6
Performers shall perform such material and in such a manner as shall be appropriate for
alI ages, values, and sensibilities. Performances, attire, and/or equipment shall not
include any language, graphics, and/or behavior that is profane, sexual, violent, or
discriminatory.
D. City policy applies. Manager and Performers 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, and any requirements of the
Pazks and Recreation Director and/or Recreation Site Supervisor, which requirements
may be reasonable and for the purpose of protecting City facilities and property.
E. Photography and recording. Manager acknowledges that, given the public nature of the
venue, any and all persons shall be able and authorized to photograph, record, video tape,
reproduce, transmit, or disseminate, in or from the plaza, Performers' performances. City
shall not be responsible for the actions of persons not under its employment ter control.
F. Merchandising. Manager and/or Performers shall be authorized to sell albums and/or
merchandising materials in connection with their musical performances, and may retain
the proceeds of such sales.
IV. TERMS AND CONDITIONS
A. Time of the essence. Manager 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 within reason any of the obligations hereunder shall constitute a breach of,
and a default under, this Agreement by the panty so failing to perform.
B. Promotion of event.
Promotion by City. City shall promote Performer's performance in community
promotional materials and avenues, including the City website and local media and
event calendars. City shall promote the band name Rock-n-Bocker whenever possible
and appropriate.
2. Promotion by Manager. Manager and/or Performers may undertake additional
promotional activities at their own expense anti effort, subjeet only to the limitations
set forth herein. City hereby conveys to Manager permission to use- City's name in all
forms and media and in all manners, without violation of any right City may possess
in connection with its role in the production of the Event, except that neither Manager
nor Performers may use City's logo in any manner whatsoever without the express,
written consent of the Mayor's Executive Assistant.
C. Subcontracting or assignment of obligations. Manager shall not subcontract or assign
any of her obligations under this Agreement related to or that may relate to Manager's or
PROFESSIONAL SERVICES AGREEMENT - KIM ROULO, JULY 4, 2009 STORM PARx EvI;NT PAGE 3 of 6
Performer's artistic talent or technical expertise unless unforeseen circumstances prevail.
Manager may subcontract or assign obligations that do not require hid artistic talent or
technical expertise, including, but not limited to, such obligations as transport and set-up
of equipment and/or instruments. Any subcontractor or assignee shall b~ fund 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. Manager and Performers shall, and hereby do, 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 ipjury to persons
or property, and from any and all losses and expenses caused or incanted by Manager
and/or Performers, their assistants, servants, agents, employees, guests, andlor business
invitees, in connection with this Agreement or activities related thereto, with the sole
exception of a electrical failure due to the utilization of a City provided power generator.
F. Waiver. Manager and Performers waive any and all claims and recourse against City,
including the right of contn'bution for Loss and damage to persons or property arising
from, growing out of, or in any way connected with or incident to Manager's and/or
Performers' 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. Manager and Performers are independent contractors and are
net employees, agents, joint venturer, or partners of City. Nothing in this Agreement
shall be interpreted or construed as creating or establishing the relationship of employer
and employee between Manager and/or Performers and City or between Manager and/or
Performers and any official, agent, or employee of City. Manager and ~'erformers 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, Manager and
Performers shall comply with any and all applicable federal, state, and local laws.
I. Non-Discrimination. Throughout the course of this Agreement, neither Manager nor
Performers shall 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 ~ enlarged, modified or altered except upon written agreement signed by both parties
hereto.
PROFESSIONAL Ssxxv[CES AGREEMENT - ICIIvt ROI7L0, JULY 4, 2009 STOREY PARK EVENT PAGE 4 of 6
IC. 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 remed3~ allowed bylaw. 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 com~tent
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-ta-the-bene€rt 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:
C
City of Meridian
Emily Kane, Deputy City Attorney
33 E. Broadway Avenue
Meridian, Idaho 83642
Phone: (208) 898.5506
$-mail: ekane@meridiancity.org
Manager and/or Performers•
Kim Roulo
P.O. Box $13
Kona ID 83634
Phone: 208-922-5 I75
E-mail: strumsum@gmail.com
Either party may change its address for the purse of this section by giving written
notice of such change in the manner herein provided.
PROFESSIONAL SERVICES AGREEMENT - KtM RoULO, JULY 4, 2009 STOREY PARK EVENT PAGE 5 of 6
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
day of June, 2009.
MANAGER:
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Kim Roulo
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STATE OF Idaho )
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County of ~ )
I HEREBY CERTIFY that on this~5~day of ,
2009, before the undersigned, a Notary Public in the State of
Idaho, personally appeared Kim Roalo, Iglown to me to be the
person who executed the said instrument, and acknowledged to
me that she executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and
affixed my official seal, the day and year in this certificate first
above written
Notary Public for
Residing at Idaho
My Commission Expires: D ~ !7
CITY OF MERIDIAN:
BY:
Attest:
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PROFESSIONAL. SERVICES AGREEMENT -KIM Rout.o, 7ULY 4, 2009 STOREY PARK EVENT PAGE 6 of 6