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HomeMy WebLinkAboutProfessional Service Agreement with Missoula Children's Theatre for Meridian Arts CommissionPROFESSIONAL SERVICES AGREEMENT WITH ]VIISSOULA CHILDREN'S THEATRE This PROFESSIONAL SERVICES AGREEMENT WITTY 1H~SS~OULA CHILDREN'S THEATRE. (hereinafter "Agreement's is made this ~ day of November, 2009 {the "Effective Data"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho (hereinafter "Presenter"}, through the duly delegated Meridian Arts Commission, and the Missoula Children's Theatre, a corporation organized under the laws of the State of Montana. (hereinafter "MCT"). WHEREAS, the mission of the Meridian Arts Commission is to develop, advance, and nurture all facets of the arts to enhance the quality of Iife for Meridian residents and its vial#ors; WHEREAS, the mission of MCT is the development of lifeskills in children tluough participation in the performing arts; WHEREAS, the respective governing bodies of Presenter and MCT tind that These missions complement each other and wish to work togetller to fiuther the objectives of both by bringing MCT to the Meridian community for a Residency Tour, as described in .Exhibit B hereto; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and agreed, and in consideration ofthe mutual promises and covenants herein contained, and in consideration of the recitals above, which are incorporated herein, Preserver and MCT agree as follows: I. MCT Touring Conteact. The MGT Touring Contract, as modified by the deletion of the insarance and mutual indemnification clause and attached hereto as Exhibittl, is incorporated herein by reference and made a part of this Agreement as if set forth in its entirety in this Agreement. II. Mutaal Indemnification and Insurance. A. Presentcr indemnities MCT. Presenter, its agents, successors, and assigns, shall indemnify and hold MCT, its agents, successors and assigns, harmless from all claims made against MCT xesul#ing from auy loss, injury, damage, cost or expense, including legal fees, to any person or property caused by Presenter's negligence. Insofar as housing, auditions, rehearsals, workshops, and/or performances related to this Agreement are provided or held at premises or facilities not held or controlled by Pxesenter, Presenter makes no warranty or promise as to The condition, safety, usefulness, or habitability of such premises or facilities. B. MCT indemnifies Presenter. MCT, its agents, successors, and assigns, shall indemnify and hold Presenter, its agents, successors and assigns, harmless from all claims made PROFESSIONAL SERVICES AGREEMENT wrni M1SS0[1LA CHILD1tEN'S THEATRE PACE 1 OF 4 against Presenter resulting from aay loss, uijury, damage, cast or expense, including legal fees, to any person or property caused by Presenter's negligence. C. Worker's compensation. At all times during the course of this Agreement, MCT shall provide worker's compensation coverage in the amount required bylaw far each and every employee utilized in the course of performance of this Agreement. III. Compensation and navment. A. Amount. Presenter shall pay MCT for professional services set forth herein at the rate of $2,650.00. B. Payment schedule. Due to the check issuance protocols of the City of Meridian Finance Department, the following terms shall apply. Provided that this Agreement is signed by a duly authorized agent of MCT and provided to Presenter by noon on Thursday, November S, 2009, Presenter shall provide a $500.00 deposit to MCT by November 23, 2009. If this Agreement is signed by a duly authorized agent of MCT and provided to Presenter after noon on November 5, 2009, Presenter shall provide a $500.00 deposit to MCT by November 30, 2009. C. Payment method. Presenter shall provide the $500.00 deposit to MCT by checlt sent U.S. Mail. MCT shall send an invoice to Pl~.senter for the remaining $2,150.00 residency fee by January 22, 2010, i. e. one (I) monfih prior to the audition date. Presenter shall mail a check for that amount to MCT via U.S. Mail before February 27, 2010, the date of the scheduled performance. IY. Notices. All notices required to be given by either of the parties hereto shall be in writing and be deemed connnunicated when personally served, or mailed via United States mail, addressed as follows: Jonna Michelson, Director, Tour Marketing Dept. Missoula Children's Theatre 200 North Adams Missoula MT 59802-4718 Emily Kane, Deputy City Attorney City of Meridian 33 East Broadway Ave Meridian ID 83642 Either paifiy may change its authorized representative and/or address for the purpose of true paragraph by giving written notice of such change to the other party in the manner herein provided. PI{OTESSIONAL SERVICES AGREEMENT WITH MISSOULA CHILDREN'S THEATRE PAC3E 2 OF 4 V. Assfeument. Presenter shall not assign or sublet all or any portion of Presenter's interest in this Agreement or any privilege or right hereunder, eithei voluntarily or involuntarily, without the prior written consent of MCT. MCT shall not assign ar sublet all or any portion of MCT's interest in this Agreement or any privilege or right hereunder, either voluntarily or involuntarily, without the prior written consent of Presenter. This Agreement and each and all of the terms and conditions hereof shall apply to and are binding upon the respective organizations, legal representatives, successors, and assigns of the parties. VI. No aeencv. Neither MCT nor its employees, agents, contractors, officials, officers, servants, guests, and/or invitees shall be considered agents of Presenter in any manner or for any purpose whatsoever in MCT's use and occupancy of facilities at which auditions, rehearsals, workshops, and/or performances are held. VIT. Compliance with Laws. lit performing the scope of services required hereunder, Presenter and MCT shall comply with all applicable laws, ordinances, and codes of Federal, State, and Iocal governments. VIII. Discrimination Prohibited. ~' In pei~orming the Services required herein, MCT shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age or physical handicap. IX. Term of Agreement. This Agreement shall become effective as of the Effective Date upon execution by both parties, ' and shall expire immediately upon completion of tear-down following conclusion of the final show, or 5:00 p.m. on February 27, 2010, whichever occurs first. X. Construction and Severability. if any part of this Agreement is held to be invalid or unenforceable, such holding will not affecf the validity or enforceability of guy other part of this Agreement so Iong as the remainder of the Agreement is reasonably capable of completion. XI..D+ ntire .Agreement. i'his Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral or written, whether previous to the execution hereof or contemporaneous herewith. PxOb'ESSLONAL SERVICES AGREEIv1ENT WITH MISSOULA CHILDIiEi~l'S THEATItG PAGE 3 OF 4 XTi. Annlicable Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Idaho. XIII. Annroval Required. This Agreement shall not become effective or binding until approved by the respective governing bodies of both Presenter and MCT. IN WITNESS WHEREOF, the parties shall cause this Agreement to be executed by their duly authorized officers to be effective as of fine day and year first above written. NIISSOUL HILDREN'S THEATRE: BY: 9~~~'L~-~ Date• I~ d Jo M' Nelson Dir #o STATC Or MONTANA ) I HBREBY CL~RTIFY that on this ~~~day of ~0lrerr+~ .2009, before the ss: undersigned, a Ngqtary.Public in the State ofMantana, personally appeared County of ~~~ ~ ) Ton+na, ('~te~x,\s «,. ,known or proved to me to be the person wha 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 ofliciat ,the day and year in this oertificate first above written. otary P+Iblic or ontana ~ SiIAN CNAPIN ~+!""_+4 NOTARY PUBLIC lMON7ANA Residia$ at M+s \w Montana ,~ ~, t Res6ding at Missoula~"M~ My Commission Exph'es: +rE ,~' My ~~ Expires March 20, ?A1Q. PF YO 1'RESENTER/CITY OF MERIDIAN: .' BY. ~~~ ~ ~ - I l~ - l~~i Tammy a eerd Aate Mayor ~,,~~~unii~~~~~~ Attest: ~~ V ~pKPOR.q TF O Jaycee H m - ~'~L ~ City Cleric 1~ .,~ ~ `OP ```\~~~ ~, -9 ~,~ ~'%, COi1NT`~ • PROF];SSIONAI• SERVICES AGREEMENT WITH MISSOIILA CIIII,DREtJ'S TrCEATRE PAGE 4 OR 4 EXHIBIT A tictairc~'t~o~eaG~ TowN: MERIDIAN scare: }D PRESENTING ORGANIZATION: MERIDIAN ARTS COMMISSION show TITLE: PlNOCCHIO I;PIN-4) RESIDENCY WEEK: 212212010.2/2712fl1 fl SPECIAL CIRCUMSTANCES: LS~~Q~Q1w ~ F~~ fH -O O ~ 1 . OR ~Tl®. FIRST TIME: N BOOKING ID: 13196 AUDITION DAY (MON. OR *TUES.):_~'~~ ~1~AUDITiON DATE: ~~I'~ 'I2~ TIME: ~'l°c 3~ {'TO ACCOMMODATE A TUESDAY AUDITION, PERF ANCES MUST BE SCHEDULED ON SATURDAY) AUDITION LOCATION: REHEARSAL TIME: Ll : ~ ~ - ~ o 15 ~d ~Qn`-1 Ca " ~ ®y REHEARSAL LOCATIONS (2 SPACES REQUIREDj: r C~a~~ PERFORMANCE DAYS} & DATE(S):_ ,Sq,1'. ~~~,~- 2 ~~' AND TIMES}: AND LOCATION: (SUGGESTED 3:OOPM & 5:30PM ON SATURDAY) GRADE LEVELS: KINDERGARTEN THROUGH 5* 6 7 8~9 10 11 12 ("REQUIRED MINIMUM GRADE RANGE) BASE RESIDENCY FEE: MCT, Inc. 200 North Adams Missoula, MT 59802-8718 40b-728-1911 fiix:40b-721-Ob37 COUC~mCC1110.0Tg www.mctinc.org ACCT: ID-MERI $2650.00 US ADDITIONAL WORKSHOPS (3 WCLUDED IN RESIDENCY FEE) ~@$75.0005 $ ADDITIONAL PERFORMANCES (2 INCLUDED IN RESIDENCY FEE}_@$300.000S~ (EXTRA SERVICES AAAY BE SCHEDULED AT TIME OF RESIDENCY) TOTAL PAYABLE TO MCT: `~ UO~D ~P'OS~S~~"NE~G~OP~1~~t~'.`C~~I,~~~'C~?',~~7E~T.~O~Iti11..~~7.B.1r11/09 FOR CONTRACT DEPOSIT OPRCE USE ONLY RECEIVED ENTERED REGEIVED CHECK# AMOUNT ENTERED . - MC'f, Inc. ~~ 9 200 North Adams y ~7in ~~y~ Missoula MT 59802-4718 .~-~~~ +~i~~~W~~G~G6t~/E~(dd/~~~~~ 408.728-1911 ' fcx: 406-721-0637 mur(r~mctlnc.org ~vww.mctinc.org ® ' ® ~ 11' I 1 •s ~. CANCELLATION POLICY: This Touring Contract and the $500 deposit are due on the date indicated in the Contract. if not received on or within 15 days after that date, MCT may cancel the residency and Presenter will receive an official letter of cancellation. To secure the date, if Presenter cannot timely retain the Contract or deposit, Presenter must be granted an extension by MCTs Marketing Office. If Presenter provides written notice of cancellation by certified mail not less than 120 days prior to the first day of the residency, the $600 deposit shall be refunded. if MCT doss not receive such written cancellation notice at least 120 days prior to the residency, Presenter shall be liable and will be invoiced for the $500. If Presenter cancels within 90 days of the fret day of residency, Presenter shall be liable and will be invoiced far half of the base residency fee. if Presenter cancels within 30 days of the fast day of the residency, Presenter shall be liable and will be Involved for the full residency fee. I# unforeseen circumstances beyond Presenter's control arise, such as an "act of God,° MCT will make a reasonable goad faith effort to reschedule in a timely mariner. CHANGE FEE: ff within 90 days of the first day of the residency week Presenter opts to change a contracted residency week to a later date in the same Tour season (summer or school year}, a $500 fee shall be assessed. Date changes between Tour seasons are prohibited. NON-EXCLUSIVITY: MCT does not grant any "right of excluslvity° to any Presenter. RELATIONSHIP OF PARTIES; This Contract shall not in any manner constitute, or be construed as, creating a partnership between the parties. , rc,u na IIIPM~ aycu„v, .r,v, ,wr..~...y .. ~..r ... .., .. y... ~, .. ...y.., .. - , feSU IRg r ' , r REGULATORY COMPLIANCE: Presenter shall be solely responsible for taking all reasonably appropriate action to ensure that all ConUact activities and each audition, rehearsal, workshop and performance complies with the applicable governmental regulations. BACKGROUND CHECKS: Criminal background checks and fingerprinting have been completed by a nationally recognized company an every member of the Tour Staff. Extensive personal and professional refierence checks have also beer conducted by MCT's Human Resources Department Should the Presenting Organization require additional background checks andlor fingerprinting, the Presenter shall pay all associated fees. FEE: The total balance due, for ALL services rendered (including extra workshops or performances schedufed al lime of residency), must be paid on or before the day of the performance. A $50.00 late charge will be added to the residency fee unless other arrangements have been negofiiated with MCT prior to the residency. BOX OFFICE: Presenter is solely responsible for the pricing and sale of bake#s and is entitled to all income from ticket sales. CASTING: There is no guarantee that everyone who auditions will be cast in the play. ADVERTISING & PUBLICITY; Presenter shall pay all cysts for local publicity and performance promotion shall be paid by the Presenting Organization. MCT shall famish Presenter with ONE (1) complete Presenter Information Packet (PIP) on a CD and on-line access, approximately NINETY {90} days prior to the residency, containing graphics, media re}eases, photo and rehearsal scare. Additional materials may be purchased at Presenter's request. Presenter must Include MCT authorship credit and copyright information on show program. Presenter is strongly encouraged to give recognition In their advertising to anylall appropriate state arts counc~lsifunding agencies for theU support of the MCT touring program. HOUSING: Presenter shall provide housing a total of seven {7) nights for the two MCT Tour Actor/Directors, Sunday to Sunday, regardless of schedule variations set by Presenter (i.e., Tuesday start, Friday shows). If the MCT Tour Marketing Office dictates a Tuesday start or Friday shows, housing wlil be provided a total of {6) nights, starting the night before the residency duties begin and ending the morning after the last performance. Atxrammodations sha[I be private (one person per room), clean, comfortable and safe for the twro Tour Actor/Directors, either In a hotellmotel or private home(s), equipped with a phone land-line or sufficient cell phone coverage. Providing meals for the Tour ActodDirectors is optional. PARKING: AI[ parking vests related to conducting the residency week {including lodging) wilt be paid by the Presenter. VIDEO POLICY: Presenter may videotape the AACT productlon to sell or commercially broadcast subject to the following: • Broadcasts may not occur simultaneously with the Ilve performance of the play. • The right to broadcast a v{deetapelDVD of the performance is limited to one broadcast on a community access station. • MCT must be credited as producer of the play. • Visual or oral credits must be included on the videotapelDVD. Credits for each particular show are included on the Show Program Template In the Presenter Information Materials (which will be sent approximately 90 days prior to the residency). • The videotapelDVD must conhain a visual or oral statement that videotape/DVD is only for personal use. • Written permission from MCT is required for any rebroadcast or public performance of the v{deotape/DVD. • The cost per videotapeNVD shall not exceed thirty dollars US ($30.00}. ^ MCT shall receive a complimentary copy of the videotapelDVD. MCT SHOW T-SWIRTS AND CDs: The MCT Tour ActorlD{rectors may have show T-shirts and/or music CDs available far sale. Proceeds from the sa}e of these concessions are a part of the Tour ActorlDirectors weekly income. This supplemental income helps maintain low residency fees. Presenter may not use MCT logos or photos to create T-shirts. A $300 penalty shall be assessed if:1 } T-shirts are produced by Presenter or its agents using MCT logos or photos; 2) the NiCT Tour ActorlDlrecton; are prohibited from selling their T-shlrts/CDs by Presenter. [f Presenter has an in-house policy on commissions, the Tour Actor/Directors must be informed of that policy during their call on the Tuesday two weeks before the residency, so they may alter the prices accordingly. Commissions will not exceed 30% and will not apply If this notiflcatlon Is not given. MCT logos are copyrighted, and thus may not be reproduced on any items to be sold or distributed. Logos can be used for show program and advertising purposes only. WORKSHOPS: Three classroom workshops are Included in the week-long residency. A list of workshops is included in the Presenter Information Packet. Workshops will be scheduled' with the Tour Actor/Directors and may be perforated aniy in accordance with the group size spec~ca#ions detailed on the workshop list. The workshop schedule must be t{nalized and provided to the team by the end of the first day of the residency following rehearsals. If the schedule is not provided verbally or in writing by this deadline, workshops shall not be conducted during the week. All assamblles are equivalent to the cost of three workshops. EXCHANGE OF SERVICES: Choosing to have only one performance does not change the fee, nor can a performance be traded far exfra workshops. PIANO AND ACCOMPANIST: Presenter shall provide a piano and accompanist as needed for rehearsals and p~formances. The musical score will arrive with the MC7 Team unless special arrangements have been made to receive a rehearsal score In advance. A fee shall be assessed for a rehearsal score not returned to MCT. in the unfortunate situa#fon that an accompanist is not secured by the dress rehearsal and the cast is required to do the show a cappella, a $300 fee shall be assessed. SPACES: Presenter shall provide a minimum of two (2) Indoor rehearsal spaces within the same complex. The spaces shall be avaiiable throughout the week, with additional workspaces available as requested by MCT prior to the residency. Presenter shall also provide a performance space. All performances must take place in the same venue. A fee of $300 U.S. will be assessed for a change of performance venues between shows. SET ASSEMBLY: The set will be assembled one Mme during a residency week the Presenter requir the set to a moved or disassembled prior to the culmination of performance(s) a fee of $300 U.S. s II be ssessed. :PRE E S 1"D MCT SIGNED ARtNTED VYIYYI ~W~~.~' J/ /} TITLE_~~t~,t!?tt~ DATE /! ~/ DATE MCT FEDERAL ID 81- 332120 ! BKG ID:' 13196 TowN: MERIDIAN STATE: ID PRESENTING ORGANIZATION: MERIDIAN ARTS COMMISSION MAIN CONTACT: MARY JENSEN TITLE: MAILING ADDRESS: 3650 N PARK CROSSING AVE TowN: MERIDIAN STATr=:1D ZIP: 83646 PHONE #9:20&344-4238 PHONE #2: PHONE #3: FAX: E-MAIL: maryjensenhvme@grnall.com TEAM CONTACT: MARY JENSEN TITLE; MAILING ADDRESS: 3650 N PARK CROSSING AVE TOWN: MERIDIAN sTATE: ID zIP: 83646 PHONE #1:208-341-4238 PHONE #2: PHONE #3: PAX: E-MAIL: maryjensenhome@gmall.com BILLING CONTACT: MARY JENSEN TITLE: ~ BILLING ADDRESS: 3650 N PARK CROSSING AVE i ToWN: MERIDIAN STATE: ID ZIP: 83646 ,.f~~ij~'~.,13rC~ ~ -~C~~ ~ ., . -C ~l F •R 'fi0. ~a=LO. PRESENTING ORGANIZATION: MAIN CONTACT: TITLE: MAILING ADDRESS: 2 p- ~ ./ ~+ TOWN, STATE, ZIP: ~~ ~ 1 ~.II1 aI. ~ ~-- PHONE #1: Pi10NE#2: PHONE~3: FAX: E-1NAIL: TEAM CONTACT: TITLE: MAILING ADDRESS: TOWN, STATE, ZIP: PRONE ~1: PHONE#2: PHONE#3: FAX: E-MAIL: BILLING CONTACT: t • 1 ~, TITLE: L ~ /~ l ~~.p~ll~f Gt ~ ~ tT~rVl~l/ BILLING ADDRESS: • STATE, ZIP: TOWN ~~ ~P' ~t/l 1~~11 ~~ aL~n h ~~ r0'LC'Z, , i •~~:~M~AK:~ ._CO'~~'1QI~Y~U .C~4~t© AND , • ~ RN- • RICI.NAL~~'O M