HomeMy WebLinkAboutProfessional Service Agreement with Chuck Smith New Trio Plus for Concerts on BroadwayPROFESSIONAL SERVICES AGREEMENT
MUSICAL TALENT FOR CONCERTS ON BROADWAY
This PROFESSIONAL SERVICES AGREEMENT - MUSICAL ~A~LENT FOR
CONCERTS ON BROADWAY ("Agreement") is made this ~ day of y2010 ("Effective
Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the
State of Idaho ("City") and Chuck Smith, on behalf of New Trio Plus, an informally organized
organization, whose address is: 1625 Holden Lane, Boise, Idaho.
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 presenting Concerts on Broadway, a series of concerts to be
held in the Meridian City Hall plaza during the summer; and
WHEREAS, the Parties mutually desire to present "Jazz Night" as part of the 2010 Concerts
on Broadway series which concert will feature the music of Steve Hobbs, a musician specializing in the
performance of vibraphone music, and New Trio Plus, a local jazz ensemble composed of a
saxophonist Sandon Mayhew, pianist Chuck Smith, drummer Scott Reusser, and bassist Rod Wray;
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. Chuck Smith and New Trio Plus, with Steve Hobbs, shall perform for the public
approximately ten (10) jazz, swing and/or rhythm and blues songs, from 7:00 p.m. to at least
8:30 p.m., on Saturday, June 19, 2010, in the plaza at Meridian City Hall, at 33 E. Broadway,
Meridian, Idaho, with one fifteen-minute break during this time.
B. Instruments. City shall provide a piano for use by New Trio Plus on Saturday, June 19, 2010.
Chuck Smith and/or the members of New Trio Plus shall transport or procure any and all
equipment and/or musical instruments necessary to perform the services described hereunder
that City has not expressly agreed in this Agreement to provide.
C. Rehearsal and sound checks. Chuck Smith and the members of New Trio Plus shall arrive,
with any and all equipment and/or musical instruments not expressly provided by City under
this Agreement, at Meridian City Hall at 5:00 p.m. on June 20, 2009 for the purpose of set-up,
rehearsal, and/or sound checks. All set-up, rehearsal, and/or sound checks shall be completed
by 6:00 p.m.
II. COMPENSATION.
A. Total amount. City shall make total payment to Chuck Smith for services rendered by Chuck
Smith and the members of New Trio Plus pursuant to this Agreement in the amount of four
hundred dollars ($400.00). This payment shall constitute full compensation from City to Chuck
Smith and/or the members of New Trio Plus for any and all services, costs, and expenses
PROFESSIONAL SERVICES AGREEMENT -CHUCK SMITH/NEW TRIO PLUS, CONCERTS ON BROADWAY PAGE 1 Of 5
related to services performed under this Agreement. Chuck Smith and/or the respective
members of New Trio Plus shall be responsible for payment of any and all taxes due and owing
for payment received under this Agreement.
B. Cancellation of event. If Chuck Smith and New Trio Plus are present and prepared to perform
at the time, date, and place, and in accordance with the terms set forth herein, City shall pay
Chuck Smith in the amount set forth herein, even if the event is cancelled due to inclement
weather or other unforeseen events not caused by Chuck Smith or the members of New Trio
Plus. Any decision regarding whether to cancel the performance shall be made no earlier than
6:30 p.m. on June 19, 2010.
C. Method of payment. Following the June 19, 2010 performance, Chuck Smith shall provide
City with a completed W-9 form and an invoice for the amount of four hundred dollars
($400.00) for services provided, which City shall pay within thirty (30) days of receipt thereof.
Payment of all taxes and other assessments on such sums shall be the sole responsibility of
Chuck Smith and/or any other payee.
III. VENUE
A. Plaza. City shall provide and set up risers and amplification equipment on the outdoor plaza on
the east side of Meridian City Hall, 33 E. Broadway, Meridian, Idaho, which is an outdoor,
open, public venue. Chuck Smith and the members of New Trio Plus 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.
B. Public venue. Chuck Smith and the members of New Trio Plus acknowledge that the venue is
a public place and that all members of the public shall be invited to attend. To this end, the
members of New Trio Plus shall perform such material and in such a manner as shall be
appropriate for all ages, values, and sensibilities. New Trio Plus's performance and attire shall
not include language, attire, and/or behavior that is profane, sexual, violent, or discriminatory.
C. City policy applies. Chuck Smith and the members of New Trio Plus 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. Photography and recording. City shall be authorized to photograph, record, video tape,
reproduce, transmit, or disseminate, in or from the plaza, the June 19, 2010 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 employment or control.
E. Merchandising. Chuck Smith and/or New Trio Plus shall be authorized to sell albums and/or
merchandising material at the performance, and may retain the proceeds of such sales. City
PROFESSIONAL SERVICES AGREEMENT- CHUCK SMITH/NEW TRIO PLUS, CONCERTS ON BROADWAY PAGE 2 Of $
respectfully requests that twenty percent (20%) of any proceeds from merchandise sold at the
Concerts on Broadway event be voluntarily donated to the Meridian Arts Commission.
IV. TERMS AND CONDITIONS
A. Time of the essence. Chuck Smith and the members of New Trio Plus acknowledge 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. City shall promote the June 19, 2010 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. Chuck Smith
may undertake additional promotional activities at their own expense and effort, subject only to
the limitations set forth herein. City hereby conveys to Chuck Smith permission to use City's
name in all forms and media and in all manners, without violation of City's respective rights of
privacy or any other rights City may possess in connection with its role in the production of
Concerts on Broadway, except that City's logo may not be used in any manner whatsoever
without the express, written consent of the Mayor's Executive Assistant.
C. Subcontracting or assignment of obligations. Chuck Smith and the members of New Trio
Plus shall not subcontract or assign any of their obligations under this Agreement related to or
that may relate to his talent or expertise. Chuck Smith and the members of New Trio Plus may
subcontract or assign obligations that do not require his artistic talent or expertise, including,
but not limited to, such obligations as transport and set-up of special 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.
E. Indemnification. Chuck Smith and each member of New Trio Plus 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
Chuck Smith and/or New Trio Plus, their assistants, servants, agents, employees, guests, and/or
business invitees, in connection with this Agreement or activities related thereto. Chuck Smith
and each member of New Trio Plus acknowledge that provision of the services described
hereunder presents risks, some of which are unknown, and does agree to assume all such known
or unknown risks.
F. Waiver. Chuck Smith and each member of New Trio Plus shall, and hereby do, 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 the
performance of this Agreement, whether such loss or damage may be attributable to known or
PROFESSIONAL SERVICES AGREEMENT -CHUCK SMITH/NEW TRIO PLUS, CONCERTS ON BROADWAY PAGE 3 Of 5
unknown conditions, except for liability arising out of concurrent or sole negligence of City or
its officers, agents or employees.
G. Relationship of Parties. Chuck Smith and each member of New Trio Plus is an independent
contractor and is not an employee, agent, joint venturer, or partner of City. Nothing in this
Agreement shall be interpreted or construed as creating or establishing the relationship of
employer and employee between Chuck Smith or any member of New Trio Plus and City or
between Chuck Smith or any members of New Trio Plus and any official, agent, or employee of
City. Chuck Smith and New Trio Plus 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, Chuck Smith and each
member of New Trio Plus shall comply with any and all applicable federal, state, and local
laws.
I. Non-Discrimination. Throughout the course of this Agreement, neither Chuck Smith nor any
member of New Trio Plus 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.
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. 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.
O. 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.
PROFESSIONAL SERVICES AGREEMENT -CHUCK SMITH/NEW TRIO PLUS, CONCERTS ON BROADWAY PAGE 4 Of 5
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
E-mail: ekane@meridiancity.org
New Trio Plus:
Chuck Smith
1625 Holden Lane
Boise, ID 83706
Either party may change its address for the purpose of this section by giving written notice of
such change in the manner herein provided.
Any party may change its address for the purpose of this section by giving written notice of
such change in the manner herein provided.
Q. Warranty of authority. Chuck Smith expressly warrants that, to the extent set forth herein, he
is duly authorized to act as the representative and agent of New Trio Plus and each and every
member thereof. Chuck Smith further warrants that he is authorized to bind New Trio Plus and
its members to the obligations set forth herein, and to accept the liabilities as established herein
on behalf of New Trio Plus and its members.
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 (3 day
of June, 2010.
NEW TRIO PLUS:
Chuck Smith
CITY OF MERIDIAN:
BY:
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