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HomeMy WebLinkAboutProfessional Service Agreement with Tom Phelps for Musical Talent for Concerts on BroadwayPROFESSIONAL SERVICES AGREEMENT MUSICAL TALENT FOR CONCERTS ON BROADWAY This PROFESSIONAL SERVICES AGREEMENT --MUSICAL TALENT FOR CONCERTS ON BROADWAY ("Agreement") is made this day of July, 2009 ("Effective Date"}, by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"); the Meridian Downtown Business Association, Inc, a nonprofit corporation organized under the laws of the State of Idaho ("MDBA"); and Tom Phelps, an individual person ("Manager"). (City, MDBA, and Manager may hereinafter be collectively referred to as "Parties") WHEREAS, the City desires that the plaza at Meridian City Hali 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 assisting the Meridian Downtown Business Association in presenting Concerts on Broadway, a series of concerts to be held in the plaza during the summer; WHEREAS, the Parties mutually desire to present, as part of Concerts on Broadway, the music of Rich Wetzel, a Tacoma, Washington-based solo and leading trumpet artist, with accompaniment provided by a seventeen-piece jazz and swing band composed of local musicians {Rich Wetzel and other musicians may hereinafter be collectively referred to as "Performers"); NOW, THEREFORE, for good and valuable consideration, the receipt and suffiiciency 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. Manager shall make arrangements for Rich Wetzel and approximately seventeen (17) instrumental musicians to perform far the public approximately ten (10) jazz, swing andlor rhythm and blues songs, from 6:30 p.m. to at least 8:00 p.m., on Saturday, July 18, 2009, in the plaza at Meridian City Hall, at 33 E. Broadway, Meridian, Idaho. Performers may take one fifteen-minute break during this time. B. Set-up. Manager shall set up risers, public address system, and sound or amplif cation system at 2:00 p.m. on Saturday, July 18, 2009 for the purpose of set-up, rehearsal, and/or sound checks. All all set-up, rehearsal, and/or sound checks shall be completed by 5:30 p.m. II. COMPENSATION. A. Total amount. MDBA shall make total payment to Manager for all services rendered pursuant to this Agreement in the amount of two thousand dollars ($2,000.00). This amount shall constitute full compensation for any and all services, costs, and expenses related to this Agreement, including, but not limited to, any and all performance and travel fees due and owing to Rich Wetzel and the other performers. Manager shall pay PROFESSIONAL. SERVICES AGREEMENT--TOM PHELPS, CONCERTS ON $ROADWAY PAGE 1 Of 7 Rich Wetzel and the other performers in the amounts agreed between those parties. Manager and his payees shall be responsible for payment of any and all taxes. B. Cancellation of event. If Rich Wetzel and the other Performers are present and prepared to perform at the time, date, and place, and in accordance with the terms set forth herein, MDBA shall pay Manager in the amount set forth herein, even if the event is cancelled due to inclement weather or other unforeseen events not caused by Manager ar Performers. Any decision regarding whether to cancel Performers' performance shall be made no earlier than 6:00 p.m. on Saturday, July 18, 200,9. C. Method of payment. Manager shall provide MDBA with an invoice for services provided, which MDBA shall pay within fourteen (14} days of receipt thereof. Payment of all taxes and other assessments on such sums shall be the sale responsibility of Manager and/or Manager's payees. III. VrNUE A. Plaza. Manager shall provide and set up risers on the outdoor plaza on the east side of Meridian City Hall, 33 E. Broadway, Meridian, Idaho, which is an outdoor, open, public venue. Manager shall be solely responsible far any and all measures necessary to protect any and all equipment, instruments, and Performers from damage due to weather and/or other conditions that da or may exist. B. 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 shall ensure that Performers perform such material and in such a manner as shall be appropriate for ail ages, values, and sensibilities. Performers' performance, language, and attire shall not include language, attire, and/or behavior that is profane, sexual, violent, ar discriminatory. C. 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 City Building Maintenance Technician, which requirements shall be reasonable and far the purpose of protecting City facilities and property. . D. Sound system. Manager shall provide a public address system that is intended to be used for verbal announcements. If Manager elects to amplify the music by means of any other sound system, Manager shall provide and operate any and all equipment necessary to do so. E. Photography and recording. City and/or MDBA shall be authorized to photograph, record, video tape, reproduce, transmit, or disseminate, in or from the plaza, Performers' performance for educational and public information purposes, but shall not undertake such recording activities for commercial purposes. Neither City nor MDBA shall be responsible for the actions of pexsons who are not under their employment or control. PROFESSIONAL SERdICES AGREEMENT -TOM PHELAS, CaNCERTS ON BROADWAY PAGE 2 Of 7 F. Merchandising. Manager and/or Rich Wetzel shall be authorized to sell albums and/or merchandising material at the performance, and may retain the proceeds of such sales. City respectfully requests that Managex andlor Rich Wetzel voluntarily donate to the Meridian Arts Commission twenty percent (20%) of any proceeds from merchandise sold at the Concerts on Broadway event. 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 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. 1. Promotion by MDBA. MDBA shall promote the July 18, 2009 performance in community media and event calendazs as available and appropriate. 2. Promotion by City. City shall promote the July 18, 2009 performance in community promotional materials and avenues, including the City newsletter, City website, Meridian Parks & Recreation Department Activity Guide, and local media and event calendars. 3. Promotion by Manager. Manager may undertake additional promotional activities at his own expense and effort, subject only to the limitations set forth herein. MDBA and City, respectively, hereby convey to Manager permission to use MDBA's and City's respective names in all farms and media and in all manners, without violation of MDBA's or City's respective rights of privacy or any other rights MDBA or City may possess in connection with their roles in the production of Concerts on Broadway, except that Manager may not use MDBA's logo in any manner whatsoever without the express, written consent of the MDBA president, and Manager may not 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 its obligations under this Agreement related to or that may relate to Manager's, Rich Wetzel's, ar Performers' artistic talent or expertise. Manager may subcontract or assign obligations that do not relate to artistic talent or expertise, including, but not limited to, transport and set-up of equipment and/or instruments. Any subcontractor or assignee shall be bound 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 PROFESSIONAL SERVICES AGREEMENT-TOM PHELPS, CONCERTS ON $ROADWAY PAGE 3 of 7 E. Indemnification. Manager and Performers shall, and hereby da, indemnify, save, and hold harmless the City and any and all of its employees, agents, volunteers, and/or elected of#iciais 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 Manager, Performers, assistants, servants, agents, employees, guests, and/or business invitees, in connection with this Agreement or activities related thereto. F. Waiver. Manager and Performers waive any and ali 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 to Manager's or Performers' performance of this Agreement, whether such loss or damage maybe attributable to known or unknown conditions, except far 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 not employees, agents, joint venturers, or partners of MDBA or City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Manager or Performers and MDBA ar City or between Manager or Performers and any official, agent, or employee of MDBA or City. Manager and Performers 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 pexson 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 ar 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, protector establish any right or remedy under the terms and conditions of this Agreement, the prevailing parry 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 ofthis Agreement. Venue shall be in the courts of Ada County, Idaho. PROFESSIONAL SERVICES AGREEMENT-TOM PHELPS, CONCERTS ON BROADWAY PAGE 4 Of 7 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. Interpretation. Words of gender used in this Agreement shall be held and construed to include any other gender, and words in the singular shall be held to include the plural and vice versa unless the context otherwise requires. The Agreement and the captions of the various sections of this Agreement are for convenience and ease of reference only, and do not defuae, limit, augment or describe the scope, context or intent of this Agreement or any part or parts of this Agreement. O. 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. P. 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. Q. Notice. Any and ail 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 tv: City of Meridian Emily Kane, Deputy City Attorney 33 E. Broadway Avenue Meridian, Idaho 83642 Phone: (208) 898-5506 E-mail: ekane a~meridiancity.org MDBA: Meridian Downtown Business Association James Fullinwider, President P.O. Box 650 Meridian, Idaho 83680 Phone: (208) 888-1465 E-mail: jamesf@aa.illc.com Manager: Tam Phelps 10790 W. Hickory Drive Boise, Idaho 83713 Phone: (208) 327-0049 PROFESSIONAL. SERVTCES AGREEMENT-TOM PHELPS, CANCERTS QN BROADWAY PAGE 5 Of 7 Any party may change its address far the purpose of this section by giving written notice of such change in the manner herein provided, R. Agency. Manager expressly represents that he is authorized by Performers collectively, and by Rich Wetzel specifically, to act as such persons' agent for the limited purpose of executing and fulfilling the terms of this Agreement. Manager expressly represents that he is duly authorized to bind Performers to the terms and conditions set forth herein. Manager acknowledges that he has provided to Performers, including Rich Wetzel, and/or to Performers' respective legal counsel, a meaningful opportunity to review this Agreement prior to its execution by the Parties. Specifically, Manager represents that Rich Wetzel has conveyed to Manager agency authority for the purpose of executing this Agreement and all terms and conditions hereof, and that Rich Wetzel does agree to alI terms and conditions hereof insofar as they relate to or may affect hirn or his interests. S. 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 7uly, 2009. MANAGER: Tom Phelps STATE OF Idaho ~ ss: County of } I HEREBY CERTIFY that en this day of 2009, before the undersigned, a Notary Public in the State of Idaho, personally appeared Tom Phelps, known 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 Idaho Residing at My Commission Expires: Idaho PROFESSIONAL SERVICES AGREEMENT -TOM PHELPS, CONCERTS ON BROADWAY PAGE G Of 7 MERIDIAN DOWNTOWN BUSINESS ASSOCIATION: C~''~~ ~ Jame linvvt er ~ys~~'4o ®4e•moees~~ '~ •~ °e ~ , -~~ 4._ +s+ AVBLIG i1 4F 1C~ I CITY OF MERIDIAN: BY: Attest: STATE OF Idaho } ss: County of-~i n- I HEREBY CERTIFY that on this `~'~°~' day of .} k ~ 2009, before the undersigned, a Notary Public in the fate of Idaho, personally appeared James Fuilinwider, known tp 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. A' 'q _.. Notary Public for Idaho Residing at f`1 d ' off; r. _ ,Idaho My Commission Expires: 1 ~ ~ 1 t} Tammy de Weerd, Mayor Jaycee Holman, City Clerk ,~~.. ~~, PROFESSIONAL SERVICES AGREEMENT- ONCERTS ON BROADWAY PACE 7 of 7 PROFESSIONAL SERVICES AGREEMENT MUSICAL TALENT FOR CONCERTS ON BROADWAY This PROFESSIONAL SERVICES AGREEMENT -MUSICAL TALENT FOR CONCERTS ON BROADWAY ("Agreement") is made this day of July, 2009 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City"); the Meridian Downtown Business Association, Inc. a nonprofit corporation organized under the laws of the State of Idaho ("MDBA"); and Tom Phelps, an individual person ("Manager"). (City, MDBA, and Manager may hereinafter be collectively referred to as "Parties.") 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 assisting the Meridian Downtown Business Association in presenting Concerts on Broadway, a series of concerts to be held in the plaza during the summer; WHEREAS, the Parties mutually desire to present, as part of Concerts on Broadway, the music of Rich Wetzel, a Tacoma, Washington-based solo and leading trumpet artist, with accompaniment provided by a seventeen-piece jazz and swing band composed of local musicians (Rich Wetzel and other musicians may hereinafter be collectively referred to 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. Performance. Manager shall make arrangements for Rich Wetzel and approximately seventeen (17) instrumental musicians to perform for the public approximately ten (10) jazz, swing and/or rhythm and blues songs, from 6:30 p.m. to at least 8:00 p.m., on Saturday, July 18, 2009, in the plaza at Meridian City Hall, at 33 E. Broadway, Meridian, Idaho. Performers may take one fifteen-minute break during this time. B. Set-up. Manager shall set up risers, public address system, and sound or amplification system at 2:00 p.m. on Saturday, July 18, 2009 for the purpose of set-up, reheazsal, and/or sound checks. All all set-up, rehearsal, and/or sound checks shall be completed by 5:30 p.m. II. COMPENSATION. A. Total amount. MDBA shall make total payment to Manager for all services rendered pursuant to this Agreement in the amount of two thousand dollars ($2,000.00). This amount shall constitute full compensation for any and all services, costs, and expenses related to this Agreement, including, but not limited to, any and all performance and travel fees due and owing to Rich Wetzel and the other performers. Manager shall pay PROFESSIONAL SERVICES AGREEMENT -TOM PHELPS, CONCERTS ON BROADWAY PAGE 1 Of 7 Rich Wetzel and the other performers in the amounts agreed between those parties. Manager and his payees shall be responsible for payment of any and all taxes. B. Cancellation of event. If Rich Wetzel and the other Performers aze present and prepared to perform at the time, date, and place, and in accordance with the terms set forth herein, MDBA shall pay Manager in the amount set forth herein, even if the event is cancelled due to inclement weather or other unforeseen events not caused by Manager or Performers. Any decision regarding whether to cancel Performers' performance shall be made no earlier than 6:00 p.m. on Saturday, July 18, 2009. C. Method of payment. Manager shall provide MDBA with an invoice for services provided, which MDBA shall pay within fourteen (14) days of receipt thereof. Payment of all taxes and other assessments on such sums shall be the sole responsibility of Manager and/or Manager's payees. III. VENUE A. Plaza. Manager shall provide and set up risers on the outdoor plaza on the east side of Meridian City Hall, 33 E. Broadway, Meridian, Idaho, which is an outdoor, open, public venue. Manager shall be solely responsible for any and all measures necessary to protect any and all equipment, instruments, and Performers from damage due to weather and/or other conditions that do or may exist. B. 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 shall ensure that Performers perform such material and in such a manner as shall be appropriate for all ages, values, and sensibilities. Performers' performance, language, and attire shall not include language, attire, and/or behavior that is profane, sexual, violent, or discriminatory. C. 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 City Building Maintenance Technician, which requirements shall be reasonable and for the purpose of protecting City facilities and property. D. Sound system. Manager shall provide a public address system that is intended to be used for verbal announcements. If Manager elects to amplify the music by means of any other sound system, Manager shall provide and operate any and all equipment necessary to do so. E. Photography and recording. City and/or MDBA shall be authorized to photograph, record, video tape, reproduce, transmit, or disseminate, in or from the plaza, Performers' performance for educational and public information purposes, but shall not undertake such recording activities for commercial purposes. Neither City nor MDBA shall be responsible for the actions of persons who are not under their employment or control. PROFESSIONAL SERVICES AGREEMENT -TOM PHELPS, CONCERTS ON BROADWAY PAGE 2 Of 7 F. Merchandising. Manager and/or Rich Wetzel shall be authorized to sell albums and/or merchandising material at the performance, and may retain the proceeds of such sales. City respectfully requests that Manager and/or Rich Wetzel voluntarily donate to the Meridian Arts Commission twenty percent (20%) of any proceeds from merchandise sold at the Concerts on Broadway event. 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 any of the obligations hereunder shall constitute a breach of, and a default under, this Agreement by the parry so failing to perform. B. Promotion of event. 1. Promotion by MDBA. MDBA shall promote the July 18, 2009 performance in community media and event calendazs as available and appropriate. 2. Promotion by City. City shall promote the July 18, 2009 performance in community promotional materials and avenues, including the City newsletter, City website, Meridian Pazks & Recreation Department Activity Guide, and local media and event calendars. 3. Promotion by Manager. Manager may undertake additional promotional activities at his own expense and effort, subject only to the limitations set forth herein. MDBA and City, respectively, hereby convey to Manager permission to use MDBA's and City's respective names in all forms and media and in all manners, without violation of MDBA's or City's respective rights of privacy or any other rights MDBA or City may possess in connection with their roles in the production of Concerts on Broadway, except that Manager may not use MDBA's logo in any manner whatsoever without the express, written consent of the MDBA president, and Manager may not 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 its obligations under this Agreement related to or that may relate to Manager's, Rich Wetzel's, or Performers' artistic talent or expertise. Manager may subcontract or assign obligations that do not relate to artistic talent or expertise, including, but not limited to, transport and set-up of equipment and/or instruments. Any subcontractor or assignee shall be bound 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. PROFESSIONAL SERVICES AGREEMENT -TOM PHELPS, CONCERTS ON BROADWAY PAGE 3 Of ~ 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 injury to persons or property, and from any and all losses and expenses caused or incurred by Manager, Performers, assistants, servants, agents, employees, guests, and/or business invitees, in connection with this Agreement or activities related thereto. F. Waiver. Manager and Performers 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 to Manager's 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 not employees, agents, joint venturers, or partners of MDBA or City. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Manager or Performers and MDBA or City or between Manager or Performers and any official, agent, or employee of MDBA or City. Manager and Performers 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 parry, 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. PROFESSIONAL SERVICES AGREEMENT -TOM PHELPS, CONCERTS ON BROADWAY PAGE 4 Of 7 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. Interpretation. Words of gender used in this Agreement shall be held and construed to include any other gender, and words in the singular shall be held to include the plural and vice versa unless the context otherwise requires. The Agreement and the captions of the various sections of this Agreement are for convenience and ease of reference only, and do not define, limit, augment or describe the scope, context or intent of this Agreement or any part or parts of this Agreement. O. 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. P. 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 parry and their successors, assigns, legal representatives, heirs, executors, and administrators. Q. 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 E-mail: ekane@meridiancity.org MDBA: Meridian Downtown Business Association James Fullinwider, President P.O. Box 650 Meridian, Idaho 83680 Phone: (208) 888-1465 E-mail: jamesf@aaillc.com Manager: Tom Phelps 10790 W. Hickory Drive Boise, Idaho 83713 Phone: (208) 327-0049 PROFESSIONAL SERVICES AGREEMENT -TOM PHELPS, CONCERTS ON BROADWAY PAGE 5 Of 7 Any party may change its address for the purpose of this section by giving written notice of such change in the manner herein provided. R. Agency. Manager expressly represents that he is authorized by Performers collectively, and by Rich Wetzel specifically, to act as such persons' agent for the limited purpose of executing and fulfilling the terms of this Agreement. Manager expressly represents that he is duly authorized to bind Performers to the terms and conditions set forth herein. Manager acknowledges that he has provided to Performers, including Rich Wetzel, and/or to Performers' respective legal counsel, a meaningful opportunity to review this Agreement prior to its execution by the Parties. Specifically, Manager represents that Rich Wetzel has conveyed to Manager agency authority for the purpose of executing this Agreement and all terms and conditions hereof, and that Rich Wetzel does agree to all terms and conditions hereof insofar as they relate to or may affect him or his interests. S. 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 July, 2009. MANAGER: ( ~- Tom helps V, STpC ,~.~®TqR y,o e • ..e ®..~ A ~ •• •' ~ ~ ~\ ~ ~ ~~~~'~ ~ ~' ~ ~ R STATE OF Idaho ~ ~~ I ss: County of ) I HEREBY CERTIFY that on this ~~ day of T~ e- 2009, before the undersigned, a Notary Public in the State of Idaho, personally appeared Tom Phelps, known 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 writt/en. otary Public for Idaho esiding at ~''> £~-~ ~ ~~~ ,Idaho My Commission Expires: Z z Z®~~ PROFESSIONAL SERVICES AGREEMENT -TOM PHELPS, CONCERTS ON BROADWAY PAGE fi Of 7 MERIDIAN DOWNTOWN BUSINESS ASSOCIATION: Cam, STATE OF Idaho ) ss: _ County of /'1~ ~~ c." ) ~' ~ ~ ~ I HEREBY CERTIFY that on this `~ ~~`~° day of .,~ ~, (, , Jame linwi er 2009, before the undersigned, a Notary Public in th~f ----- ---°`~- Idaho, personally appeared James Fullinwider, known to me to be the person who executed the said instrument, and '®.r' CIE ~ri~~ aclmowledged to me that she executed the same. ~,,'~~~.®s®®®®.A~ 8,9~~ IN WITNESS WHEREOF, I have hereunto set my hand and ~ ® •• ~A affixed my official seal, the day and year in this certificate first ~ o~ ~OTAR~,••i ~~ above written. ~.: ~'~ • 'DUB j,,1G * +' E ~ _ ~" si'c' ~•.~ ~9 ~~ l~Totary Public for Idaho ~~ ~ OA I9 ~ Residing at d ~ e ~' ~ ~; . _ ,Idaho My Commission Expires: ~`" / ~ ~ m" CITY OF MERIDIAN: BY: ~~~~~l7 c~ Tammy de e d, Mayor ``~\\~~~Srri.~riiirrii// ~ ~ Attest: = ~ ~ Jaycee man, Cit~Cle aa,+' - 9~ ~~~~ '9p r~s~• ., ~ ~. P s ~~. P~~ PROFESSIONAL SERVICES AGREEMENT - ONCERTS ON BROADWAY PAGE 7 of 7