HomeMy WebLinkAboutProfessional Service Agreement with Meridian Symphony Orchestra 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 August, 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 the Meridian Community Orchestra,
also known as the Meridian Symphony Orchestra, a nonprofit corporation organized under the laws of
the State of Idaho ("MSO"). (City, MDBA, and MSO 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 the Meridian Symphony Orchestra, an orchestra specializing in the performance of classical and
instrumental music;
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. MSO shall provide approximately forty-five (45) instrumental musicians to
perform for the public approximately nine (9) classical and/or instrumental songs, from 6:30
p.m. to at least 8:00 p.m., on Saturday August 15, 2009, in the plaza at Meridian City Hall, at
33 E. Broadway, Meridian, Idaho ("Venue"). MSO may take one fifteen-minute break during
this time.
B. Set-up.
1. Risers. MSO shall set up risers at the Venue between 2:00 p.m. and 5:30 p.m. on August
15, 2009.
2. Sound. MSO shall subcontract with Committed Events, a limited liability company
organized under the laws of the State of Idaho ("Committed Events") to provide a public
address system and sound or amplification system at the venue. MSO and/or Committed
Events shall set up the sound system at the Venue between 2:00 p.m. and 5:30 p.m. on
August 15, 2009.
3. Completion time. All set-up, rehearsal, and/or sound checks shall be completed by 5:30
p.m. on Saturday, August 15, 2009.
PROFESSIONAL SERVICES AGREEMENT -MERIDIAN SYMPHONY ORCHESTRA, CONCERTS ON BROADWAY PAGE 1 Of C)
II. COMPENSATION.
A. Total compensation. MDBA shall make total payment to MSO for services rendered pursuant
to this Agreement in the total amount of one thousand one hundred dollars ($1,100.00), which
total amount represents the payment of five hundred dollars ($500.00) for MSO's provision of
musical talent, and six hundred dollars ($600.00) for Committed Events's subcontracted
services, i.e. the provision and set up of the sound system at the Venue. This amount shall
constitute full compensation for any and all services, costs, and expenses related to this
Agreement. MSO and its subcontractor, respectively, shall be responsible for payment of any
and all taxes on the amounts paid under this Agreement.
B. Cancellation of event. If MSO is present and prepared to perform at the time,. date, and place,
and in accordance with the terms set forth herein, MDBA shall pay MSO in the total amount set
forth herein, even if the event is cancelled due to inclement weather or other unforeseen events
not caused by MSO. Any decision regarding whether to cancel MSO's performance shall be
made no earlier than 6:00 p.m. on August 15, 2009.
C. Method of payments. MSO shall provide MDBA with an invoice for services rendered
pursuant to this Agreement, which MDBA shall pay within fourteen (14) days of receipt
thereof.
III. VENUE
A. Plaza. MSO acknowledges that the Venue, the outdoor plaza on the east side of Meridian City
Hall, 33 E. Broadway, Meridian, Idaho, is an outdoor, open, public venue. MSO and
Committed Events shall be solely responsible for any and all measures necessary to protect
their respective equipment, instruments, and performers from damage or injury due to weather
and any and all other conditions that do or may exist.
B. Public venue. MSO acknowledges that the venue is a public place and that all members of the
public shall be invited to attend. To this end, MSO shall perform such material and in such a
manner as shall be appropriate for all ages, values, and sensibilities. MSO's performance and
attire shall not include language, attire, and/or behavior that is profane, sexual, violent, or
discriminatory.
C. City policy applies. MSO shall comply with, and shall ensure Committed Events's
compliance 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
and all requirements of the City Building Maintenance Technician, which requirements shall be
reasonable and for the purpose of protecting City facilities and property.
D. Photography and recording. City shall be authorized to photograph, record, video tape,
reproduce, transmit, or disseminate, in or from the plaza, MSO's performance for educational
and public information purposes, but City shall not undertake such recording activities for
commercial purposes. City shall make a verbal announcement prior to the performance
requesting that members of the public attending the concert not to take photographs or make
recordings but City shall not be responsible for the actions of persons who are not under its
PROFESSIONAL SERVICES AGREEMENT -MERIDIAN SYMPHONY ORCHESTRA, CONCERTS ON BROADWAY PAGE 2 Of 6
employment or control.
E. Merchandising. MSO 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 MSO
voluntarily donate to the Arts Commission twenty percent (20%) of any proceeds from
merchandise sold at the Concerts on Broadway event.
)(V. TERMS AND CONDITIONS
A. Time of the essence. MSO acknowledges that the services it provides, and the services
Committed Events provides 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 MSO's performance in community
media and event calendars as available and appropriate.
2. Promotion by City. City shall promote MSO's 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 MSO. MSO may undertake additional promotional activities at its own
expense and effort, subject only to the limitations set forth herein. MDBA and City,
respectively, hereby convey to MSO 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 respective roles in the production of Concerts on Broadway,
except that MSO may not use MDBA's logo in any manner whatsoever without the
express, written consent of the MDBA president, and MSO 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. MSO shall not subcontract or assign any of
its obligations under this Agreement that are related to or that may relate to MSO's artistic
talent or expertise. MSO may subcontract or assign obligations that do not require its
artistic talent or expertise, including, but not limited to, such obligations as transport and
set-up of equipment and/or instruments. Any and all subcontractors or assignees 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 -MERIDIAN SYMPHONY ORCHESTRA, CONCERTS ON BROADWAY PAGE 3 Of f)
E. Indemnification. MSO shall 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 MSO, its performers, assistants, servants, agents,
employees, guests, subcontractors, and/or business invitees, in connection with this
Agreement or activities related thereto.
F. Waiver. MSO and its performers, assistants, servants, agents, employees, guests,
subcontractors, and/or business invitees shall 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 MSO's 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. MSO is an independent contractor and is not an employee, agent,
joint venturer, or partner of MDBA or City. Nothing in this Agreement shall be interpreted
or construed as creating or establishing the relationship of employer and employee between
MSO and MDBA or City or between MSO and any official, agent, or employee of MDBA
or City. MSO 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, MSO shall comply with
any and all applicable federal, state, and local laws.
I. Non-Discrimination. Throughout the course of this Agreement, MSO shall not
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 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.
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
PROFESSIONAL SERVICES AGREEMENT -MERIDIAN SYMPHONY ORCHESTRA, CONCERTS ON BROADWAY PAGE 4 Of f)
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 party 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
MSO:
Meridian Symphony Orchestra
Tom Phelps, Conductor and Artistic Director
P.O. Box 1016
Meridian, Idaho 83680
Phone: (208) 327-0049
PROFESSIONAL SERVICES AGREEMENT -MERIDIAN SYMPHONY ORCHESTRA, CONCERTS ON BROADWAY PAGE 5 Of 6
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. 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 August, 2009.
MERIDIAN SYMPHONY ORCHESTRA:
D id Stolhand
~\x / e~
~r /
_~ ~^a ~ ` i~~ a co
~~~ v~
~.
,'dJll ~~~ICCIl,~blT~ ~117a7\~``l,```~
MERIDIAN DO
J
STATE OF Idaho
ss:
County of~- ,0~) n ,
I HEREBY CERTIFY that on this L~4 day of ,
2009, before the undersigned, a Notary Public in the State of
Idaho, personally appeared David Stolhand, 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.
` ~ ~
otary Public f r Idaho
Residing at ~t SR ,Idaho
My Commission Expires: 3 -~ 3- ~~
BUSINESS ASSOCIATION:
STATE OF Idaho
nJ ~ ss:
County of ~ )
I HEREBY CERTIFY that on this (~ day of~~,
2009, before the undersigned, a Notary Public in the State of
Idaho, personally appeared James Fullinwider, known to me to be
the person who executed the said instrument, and acknowledged to me
that she executed the same.
]N WITNESS WHEREOF, I have hereunto set my hand and affixed
my official seal, the day and year in this certificate first above written.
,,~,~a~a
.~
o~ ~,~~aY
'u~`'
'ttitTl~ O~
CITY OF MERIDIAN:
BY: 1aG,~
Tammy ;
4
`Q~ N ary Public for I aho
Residing at ~ ~~'`- ,Idaho
My Commission xpires: / O/~
eerd, Mayor
PROFESSIONAL SERVICES AGREEMENT-
\ \\\`\~~ti~i~.... ..
OAT ~%
= FO
Attes -
AL Jaycee lman, City Clerk
s 7 ,~~ \'
'% 9~- UST ts~ . A~.`
CONCERTS ON BROADWAY PAGE 6 of 6
'~//llllvlll 111~~~\\