HomeMy WebLinkAboutProfessional Service Agreement with Meridian Symphony Orchestra 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 6th day of July, 2010 ("Effective Date"),
by and between the City of Meridian, a municipal corporation organized under the laws of the State of
Idaho ("City") and Meridian Symphony Orchestra, a nonprofit corporation organized under the laws of
the State of Idaho ("MSO").
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, 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 7:00
p.m. to at least 8:30 p.m., on Saturday, August 21, 2010, in the plaza at Meridian City Hall, at
33 E. Broadway, Meridian, Idaho, with one fifteen-minute break during this time.
B. Risers. If MSO elects to use risers to elevate the musicians, MSO shall provide and set up such
risers, and shall utilize such materials necessary to protect City facilities from any and all
damage therefrom.
C. Set-up. MSO shall, with the assistance of and at the direction of the members of the Meridian
Arts Commission, set up risers, public address system, and sound or amplification system at
2:00 p.m. on August 21, 2010, 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 MSO for services rendered pursuant to this
Agreement in the amount of five hundred dollars ($500.00). This payment shall constitute full
compensation from City to MSO for any and all services, costs, and expenses related to services
performed under this Agreement. MSO and/or its respective members shall be responsible for
payment of any and all taxes due and owing for payment received under this Agreement.
B. Cancellation of event. If MSO is present and prepared to perform at the time, date, and place,
PROFESSIONAL SERVICES AGREEMENT -MERIDIAN SYMPHONY ORCHESTRA, CONCERTS ON BROADWAY PAGE 1 Of $
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and in accordance with the terms set forth herein, City shall pay MSO in the amount set forth
herein, even if the event is cancelled due to inclement weather or other unforeseen events not
caused by MSO or its members. Any decision regarding whether to cancel the performance
shall be made no earlier than 6:30 p.m. on August 21, 2010.
C. Method of payment. Following the August 21, 2010 performance, MSO shall provide City
with an invoice for the amount of five hundred dollars ($500.00) 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 MSO and/or any other payee.
III. VENUE.
A. Sound system. City shall provide and, with MSO's assistance, set up a sound system and
amplification equipment for MSO's use.
B. Plaza. City shall provide for the performance the outdoor plaza on the east side of Meridian
City Hall, 33 E. Broadway, Meridian, Idaho ("venue"), which is an outdoor, open, public venue.
MSO shall be solely responsible for any and all measures necessary to protect equipment,
instruments, and persons from damage due to weather and other conditions that do or may exist.
C. Public venue. MSO and its respective members acknowledge 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.
D. City policy applies. MSO and its members 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 Deparhnent, and any requirements of the City Building
Maintenance Technician, which requirements shall be reasonable and for the purpose of
protecting City facilities and property.
E. Photography and recording. City shall be authorized to photograph, record, video tape,
reproduce, transmit, or disseminate, in or from the venue, the performance for educational and
public information purposes. City shall not be responsible for the actions of persons who are
not under its employment or control.
F. 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 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. MSO 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
PROFESSIONAL SERVICES AGREEMENT -MERIDIAN SYMPHONY ORCHESTRA, CONCERTS ON BROADWAY PAGE 2 Of $
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 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. MSO may undertake
additional promotional activities at its own expense and effort, subject only to the limitations
set forth herein. City hereby conveys to MSO 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. MSO shall not subcontract or assign any of
their obligations under this Agreement related to or that may relate to his talent or expertise.
MSO may subcontract or assign obligations that do not require their 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. MSO shall, and hereby does, 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 and/or its members, their assistants,
servants, agents, employees, guests, and/or business invitees, in connection with this Agreement
or activities related thereto. MSO and each member of MSO acknowledges 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. MSO and each of its members 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 maybe 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 and each of its members 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 MSO or any member of MSO and City or any official, agent, or employee of 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 and each of its
members shall comply with any and all applicable federal, state, and local laws.
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I. Non-Discrimination. Throughout the course of this Agreement, neither MSO nor any member
of MSO 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 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.
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:
Citv: MSO:
City of Meridian Meridian Symphony Orchestra
Emily Kane, Deputy City Attorney David Stolhand, President
33 E. Broadway Avenue P.O. Box 1016
Meridian, Idaho 83642 Meridian, Idaho 83680
Phone: (208) 898-5506 Phone: (208) 891-2721
E-mail: ekane@meridiancity.org E-mail: david.stolhand@meridiansymphony.org
Either party may change its address for the purpose of this section by giving written notice of
such change in the manner herein provided.
PROFESSIONAL SERVICES AGREEMENT -MERIDIAN SYMPHONY ORCHESTRA, CONCERTS ON BROADWAY PAGE 4 Of $
Q. Warranty of authority. David Stolhand expressly warrants that, to the extent set forth herein,
he is duly authorized to act as the representative and agent of MSO and each and every member
thereof. David Stolhand further warrants that he is authorized to bind MSO and its members to
the obligations set forth herein, and to accept the liabilities as established herein on behalf of
MSO 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 6th day of
July, 2010.
Meridian Symphony Orchestra:
~~
avid Stolhand, President
CITY OF MERIDIAN:
BY:
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de eerd, Mayor = ~ Ja cee~
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