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HomeMy WebLinkAboutProfessional Services Agreement with Kings of Swing for Musical Talent for Concerts on BroadwayPROFESSIONAL SERVICES AGREEMENT AL TALENT FOR CONCERTS ON BROADWAY MUSIC • VICES AGREEMENT -MUSICAL TALENT FOR This PROFESSIONAL SER " reement" is made this , day of June, 2011("Effective CONCERTS ON BROADWAY (Ag ) ~~ ' ' unici al co oration organized under the laws of the Date ), by and between the City of Meridian, a m p rp ' hel s doin business as Kings of Swing, an assumed business name State of Idaho (City }and Tom P p , g ~ Idaho. • e of Idaho whose address is 10790 W. Hickory Drive, Boise, certified under the laws of the Stat , ' that the laza at Meridian City Hall serve as a place where WHEREAS, the City desires p nd to ' ather to en' o downtown Meridian and to take part in the arts, a members of the community can g J Y f concerts to be eridian Arts Commission is presenting Concerts on Broadway, a series o that end, the M held in the Meridian City Hall plaza during the summer; and ' 11 desire to resent, as part of Concerts on Broadway, the WHEREAS, the Parties mutua y p 'n and bi ' a seventeen- iece band specializing in the performance of swig g music of the Kings of Swing, p band music; ' tion the recei t and sufficiency of NOW THEREFORE, for good and valuable considera p • ~ d and in consideration of the mutual promises and covenants which is hereby acknowledged and agree , herein contained, the Parties agree as follows: I. SCOPE OF SERVICES. e Kin s of Swin ,shall erform for the public approximately A. Performance. Tom Phelps and th g g p ' 'band son s from 7:00 .m. to at least 8:30 p.m., on Saturday, June thirty (30) swing and/or big g ~ p , , . ' Meridian Ci Hall, at 3 3 E. Broadway, Meridian, Idaho, with one 18, 2011, in the plaza at tY ' 'time. Incase of inclement weather, the venue will be moved to fifteen-minute break during this n indoor location to be determined and agreed upon separately by the Parties. a hel sand the Kin s of Swing elect to electronically amplify their B. Sound system. If Tom P p g ' ments Tom Phel s shall rovide, setup, and operate any and all music or spoken announce p p ' t necessa to do so. Tom Phelps and the Kings of Swing shall set sound systems and equipmen ry ated e ui ment b 6:00 .m. on June 18, 2011, and Tom Phelps up any sound systems and/or rel q p Y p . ' win ma rehearse and/or erform sound checks at that time. All set-up, and the Kings of S g y p rehearsal, and/or sound checks shall be completed by 6:30 p.m. ' and the Kin s of Swin elect to use risers to elevate the musicians, Tom C. Risers. If Tom Phelps g g vide and set u such risers, and shall utilize such materials necessary to protect Phelps shall pro p City facilities from any and all damage therefrom. II. COMPENSATION. ' ke total a ment to Tom Phelps for services rendered by Kings of A. Total amount. City shall ma p y ' ant to this A reement in the amount of one thousand five hundred dollars Swing pursu g ' nt shall constitute full compensation from City to Tom Phelps and/or ($1,500.00). This payme ' es Kin s of Swin for an and all services, costs, and expenses related to servic the members of g g Y . ' reement. Tom Phel s and/or the respective members of Kings of performed under this Ag p ' hall be res onsible for a ment of any and all taxes due and owing for payment Swings p p Y L SERVICES AGREEMENT - TOM PHELPS/KINGS OF SWING, CONCERTS ON BROADWAY PAGE 1 of 5 PROFESSIONA received under this Agreement. B. Cancellation of event. If Tom Phelps and the Kings of Swing are resent and re ared to P pp perform at the time, date, and place, and in accordance with the terms set forth herein, Cit Y shall pay Tom Phelps in the amount set forth herein, even if the event is cancelled due to unforeseen events not caused by Tom Phelps or the members of Kings of Swing. An decision . Y regarding whether to cancel the performance shall be made no earlier than 6:30 p.m. on June 18,2011. C. Method of payment. Following the June 18, 2011 performance, Tom Phelps shall provide City with a completed W-9 form and an invoice for the amount of one thousand five hundred dollars ($1,500.00) 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 Tom Phelps and/or any other payee. III. VENUE w A. 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. Tom Phelps and the members of Kings of Swing 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. B. Public venue. Tom Phelps and the members of Kings of Swing 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 Kings of Swing shall perform such material and in such a manner as shall be appropriate for all ages, values, and sensibilities. Kings of Swing's performance and attire shall not include language, attire, and/or behavior that is profane, sexual, violent, or discriminatory. C. City policy applies. Tom Phelps and the members of Kings of Swing 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 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. E. Merchandising. Tom Phelps andlor Kings of Swing 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. PROFESSIONAL SERVICES AGREEMENT -TOM PHELPS/KINGS OF SWING, CONCERTS ON BROADWAY PAGE 2 Of 5 IV. TERMS AND CONDITIONS A. Time of the essence. Tom Phelps and the members of Kings of Swing 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 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. Tom Phelps may undertake additional promotional activities at his own expense and effort, subj ect only to the limitations set forth herein. City hereby conveys to Tom Phelps 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. Tom Phelps and the members of Kings of Swing shall not subcontract or assign any of their obligations under this Agreement related to or that may relate to his talent or expertise. Tom Phelps and the members of Kings of Swing 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. Tom Phelps and each member of Kings of Swing 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 Tom Phelps and/or Kings of Swing, their assistants, servants, agents, employees, guests, and/or business invitees, in connection with this Agreement or activities related thereto. Tom Phelps and each member of Kings of Swing 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. Tom Phelps and each member of Kings of Swing 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 unknown conditions, except for liability arising out of concurrent or sole negligence of City or its officers, agents or employees. G. Relationship of Parties. Tom Phelps and each member of Kings of Swing 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 PROFESSIONAL SERVICES AGREEMENT -TOM PHELPS/KINGS OF SWING, CONCERTS ON BROADWAY PAGE 3 Of 5 employer and employee between Tom Phelps or any member of Kin s of Swin and Cit or g g Y any official, agent, or employee of City. Tom Phelps and Kings of Swin shall retain the ri ht g g to perform services for others during the term of this Agreement. H. Compliance with law. Throughout the course of this Agreement, Tom Phel s and each . p member of Kings of Swing shall comply with any and all applicable federal, state, and local laws. I. Non-Discrimination. Throughout the course of this Agreement, neither Tom Phel s nor an . p Y member of Kings of Swing shall discriminate against any personas 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. 0. 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: PROFESSIONAL SERVICES AGREEMENT -TOM PHELPS/KINGS OF SWING, CONCERTS ON BROADWAY PAGE 4 Of 5 Ci Kings of Swin City of Meridian Tom Phelps Emily Kane, Deputy City Attorney 10790 W. Hickory Drive 33 E. Broadway Avenue Boise, Idaho 83713 Meridian, Idaho 83642 Phone: (208) 327-0049 Phone: (208) 898-5506 E-mail: ekane~a meridiancity.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. Q. Warranty of authority. Tom Phelps expressly warrants that, to the extent set forth herein, he is duly authorized to act as the representative and agent of Kings of Swing and each and every member thereof. Tom Phelps further warrants that he is authorized to bind Kings of Swing and its members to the obligations set forth herein, and to accept the liabilities as established herein on behalf of Kings of Swing 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 day of June, 201 1. KINGS OF SWING: /'^'~~ Tom Phelps CITY OF MERIDIAN; BY: Attest: Tammy de Weerd, Mayor ~c~~~r~ ~ ~ ~'~ ~ ~-~~ ~ ~~ ~ , ~Q PROFESSIONAL SERVICES AGREEMENT - TOM PHELPS/KINGS OF SWING, CONCERTS ON BROADWAY PAGE 5 Of 5