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HomeMy WebLinkAboutProfessional Services 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 ONCERTS ON BROADWAY "A reement") is made this ~ day of June, 2011("Effective C ( g "band between the Ci of Meridian, a municipal corporation organized under the laws of the Date ), y tY . t to of Idaho "Ci "and Meridian S m bony Orchestra, a nonprofit corporation organized under S a ( ty) Y p the laws of the State of Idaho ("MSO"). WHEREAS, the Cit desires that the plaza at Meridian City Hall serve as a place where y .. members of the communi can ather to end oy downtown Meridian and to take part in the arts, and to tY g . 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 S m hon Orchestra, an orchestra specializing in the performance of classical Y p Y 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 erform for the public approximately nine (9) classical andlor instrumental songs, from 7:00 p .. . .m. to at least 8:30 p.m., on August 20, 2011, in the plaza at Meridian City Hall, at 33 E. p ., Broadway, Meridian, Idaho, with one fifteen-minute break during this time. In case of inclement weather, the venue will be moved to an indoor location to be determined and agreed upon separately by the Parties. B. Sounds stem; setup and sound checks. City shall provide, setup, and operate any and all Y sound systems and equipment necessary to electronically amplify music and spoken announcements. City shall setup sound systems and/or related equipment by 6:00 p.m. on August 20, 201 1, and MSO may rehearse andlor perform sound checks at that time. All set-up, rehearsal, andlor sound checks shall be completed by 6:30 p.m. C. Risers. If MSO elects to use risers to elevate the musicians, MSO shall provide and setup such risers, and shall utilize such materials necessary to protect City facilities from any and all damage therefrom. II. COMPENSATION. A. Total amount. City shall make total payment to MSO for services rendered pursuant to this A reement in the amount of five hundred dollars ($500.00}, This payment shall constitute full g compensation from City to MSO for any and all services, costs, and expenses related to services performed under this Agreement. MSO andlor its respective members shall be responsible for payment of any and all taxes due and owing for payment received under this Agreement. PROFESSIONAL SERVICES AGREEMENT -MERIDIAN SYMPHONY ORCHESTRA, CONCERTS ON BROADWAY PAGE 1 of 5 ' resent and re ared to erform at the time, date, and place, B. Cancellation of event. If MSO is p p p p . • t forth herein Cit shall pay MSO in the amount set forth and in accordance with the terms se ~ Y . ' vent is cancelled due to unforeseen events not caused by MSO or its herein, even if the e ' ' whether to cancel the erformance shall be made no earlier members. Any decision regarding p than 6:30 p.m. on August 20, 201 1. llowin the Au ust 20, 2011 performance, MSO shall provide City C. Method of payment. Fo g g ' nt of five hundred dollars ($500.00) for services provided, which with an invoice for the amou ' within thi 30 da s of receipt thereof. Payment of all taxes and other City shall pay ~y ( ) Y son such sums shall be the sole responsibility of MSO andlor any other payee. assessment III. VENUE. Cit shall rovide and, with MSO's assistance, set up a sound system and A. Sound system. y p amplification equipment for MSO's use. ' shall rovide for the erformance the outdoor plaza on the east side of Meridian B. Plaza. City p p ' Hall 33 E. Broadwa Meridian, Idaho ("venue"), which is an outdoor, open, public City ~ Y~ venue. MSO shall be solely responsible for any and all measures necessary to protect ' ment instruments and ersons from damage due to weather and other conditions that do equip ~ p or may exist. Public venue. MSO and its res ective members acknowledge that the venue is a public place C. p and that all members of the ublic shall be invited to attend. To this end, MSO shall perform p .... ch material and in such a manner as shall be appropriate for all ages, values, and sensibilities. su MSO's erformance and attire shall not include language, attire, andlor behavior that is p profane, sexual, violent, or discriminatory. D. Ci olic a lies. MSO and its members shall comply with all City policies and codes t3' p Y pp . . a licable to use of Ci roe and facilities, including, but not limited to, policies of the pp tY p p ~Y 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. E. Photo ra h and recording. City shall be authorized to photograph, record, video tape, g pY re roduce transmit or disseminate, in or from the venue, the performance for educational and p ublic information u oses. City shall not be responsible for the actions of persons who are p p~ not under its employment or control. F. Merchandisin . MSO shall be authorized to sell albums andlor merchandising material at the g erformance, and ma retain the proceeds of such sales. City respectfully requests that twenty p Y be ercent 20%) of any proceeds from merchandise sold at the Concerts on Broadway event p ~ voluntarily donated to the Meridian Arts Commission. PROFESSIONAL SERVICES AGREEMENT -MERIDIAN SYMPHONY ORCHESTRA, CONCERTS ON BROADWAY PAGE 2 Of 5 IV. TERMS AND CONDITIONS • es that services rovided under this Agreement shall be A. Time of the essence. MSO acknowledg p • he Parties acknowled e and agree that time is strictly of the performed in a timely manner. T g ' A reement and that the failure to timely perform any of the essence with respect to this g • titute a breach of, and a default under, this Agreement by the obligations hereunder shall cons party so failing to perform. • 11 romote the erformance in community promotional materials B. Promotion of event. City sha p p avenues includin the Ci newsletter, City website, Meridian Parks & Recreation and g tY 'vi Guide and local media and event calendars. MSO may undertake Department Acti ty , ' ' ' nal activities at its own ex ense and effort, subj ect only to the limitations additional promotlo p ' hereb conve s to MSO ermission to use City's name in all forms and set forth herein. City y y p ' anners without violation of City's respective rights of privacy or any other media and in all m , ' ossess in connection with its role in the production of Concerts on Broadway, rights City may p ' 's to o ma not be used in an manner whatsoever without the express, written except that City g y Y consent of the Mayor's Executive Assistant. 'n or assi nment of obli ations. MSO shall not subcontract or assign any of C. Subcontracts g g g . their obli .ations under this Agreement related to or that may relate to his talent or expertise. g a subcontract or assi n obli ations that do not require their artistic talent or expertise, MSO m y g g includin but not limited to, such obligations as transport and set-up of special equipment g~ and/or instruments. An subcontractor or assignee shall be bound by all the terms and Y 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. Indemnification. MSO shall, and hereby does, indemnify, save, and hold harmless the City E. nd an and all of its em to ees, a ents, volunteers, and/or elected officials from any and all a Y p Y g sses claims and 'ud ments for lama es or injury to persons or property, and from any and to ~ J g g . all losses and expenses caused or incurred by MSO andlor its members, their assistants, servants a ents em to ees, uests, and/or business invitees, in connection with this g ~ p Y g A reement or activities related thereto. MSO and each member of MSO acknowledges that g rovision of the services described hereunder presents risks, some of which are unknown, and p 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 roe arisin from, rowing out of, or in any way connected with or incident the p p ~Y g g erformance of this A reement, whether such loss or damage may be attributable to known or p g unknown conditions exce t for liability arising out of concurrent or sole negligence of Clty or p its officers, agents or employees. G. Relationshi of Parties. MSO and each of its members is an independent contractor and is not p an em to ee a ent ' oint venturer, or partner of City. Nothing in this Agreement shall be p Y g ' J to ee inte reted or construed as creating or establishing the relationship of employer and emp y between MSO or an member of MSO and City or any official, agent, or employee of City. Y MSO shall retain the right to perform services for others during the term of this Agreement. PROFESSIONAL SERVICES AGREEMENT -MERIDIAN SYMPHONY ORCHESTRA, CONCERTS ON BROADWAY PAGE 3 Of S • hrou bout the course of this Agreement, MSO and each of its H. Compliance with law. T g all com 1 with an and all applicable federal, state, and local laws. members sh p y Y • bout the course of this A reement, neither MSO nor any member I. Non-discrimination. Throug g ' a ainst an erson as to race, creed, religion, sex, age, national of MSO shall discriminate g y p on in sexual orientation or any physical, mental, or sensory handicap. g~ This A reement constitutes the entire understanding between the Parties. J. Entire Agreement. g ' ersedes an and all statements, promises, or inducements made by either This Agreement sup y . or a ents of either a ,whether oral or written, whether previous to the execution p~Y~ g p ~Y em oraneous herewith. The terms of this Agreement may not be enlarged, hereof or cont p modified or altered exce t upon written agreement signed by both parties hereto. p Costs and attorne s' fees. If either party brings any action or proceedings to enforce, protect K. Y .. . or establish an ri ht or remed under the terms and conditions of this Agreement, the y g y fined revailin a shall be entitled to recover reasonable costs and attorneys fees, as determ p g p ~y . b a court of com etent jurisdiction, in addition to any other relief awarded. Y p reement overned b Idaho law. The laws of the State of Idaho shall govern the validity, L. Ag g y ' tion erformance and enforcement of this Agreement. Venue shall be in the courts of interpreta , p Ada County, Idaho. M. Cumulative ri hts and remedies. All rights and remedies herein enumerated shall be g cumulative and none shall exclude any other right or remedy allowed by law. Likewise, the xercise of an remed rovided for herein or allowed by law shall not be to the exclusion of e y yp any other remedy. N. Severabili . If an rovision of this Agreement is found by a court of competent jurisdiction tY Y p to be ille al invalid or unenforceable, the remainder of this Agreement shall not be affected. g 0. Successors and assi ns. All of the terms, provisions, covenants and conditions of this g A reement shall inure to the benefit of, and shall be binding upon, each party and their g .. successors, assigns, legal representatives, heirs, executors, and administrators. P. Notice. An and all notice required to be provided by either of the Parties hereto, unless Y otherwise stated in this A reement, shall be in writing and shall be deemed communicated g upon mailing by United States Mail, addressed as follows: C1 ' City of Meridian Emily Kane, Deputy City 3 3 E. Broadway Avenue Meridian, Idaho 83642 Phone: (208) 898-5506 MSO: ______ Meridian Symphony Orchestra Attorney David Stolhand, President P.O. Box 1016 E-mail: ekane@meridiancity.org Meridian, Idaho 83680 Phone: (208) 891-2721 E-mail: david.stolhand@meridiansymphony.org Either a ma chap e its address for the purpose of this section by giving written notice of p ~Y Y g such change in the manner herein provided. PROFESSIONAL SERVICES AGREEMENT -MERIDIAN SYMPHONY ORCHESTRA, CONCERTS ON BROADWAY PAGE 4 Of 5 . Warran of authori .David Stolhand expressly warrants that, to the extent set forth herein, Q tY tY he is dul authorized to act as the re resentative and agent of MSO and each and every member Y p . thereof. David Stolhand further warrants that he is authorized to bind MSO and its members to the obli ations set forth herein, and to accept the liabilities as established herein on behalf of g MSO and its members. R. Ci Council a royal required. The validity of this Agreement shall be expressly tY pp conditioned u on Ci Council action approving the Agreement. Execution of this Agreement p tY b the ersons referenced below rior to such ratification or approval shall not be construed as Y p p roof of validity in the absence of Meridian City Council approval. p WHEREUF the arties hereto have executed this Agreement on the day of IN WITNESS p June, 2011. Meridian Symphony Orchestra: <` David Stolhand, President CITY OF MERIDIAN: BY: ~~-` ~ Attest Tammy e Weerd, Mayor Ja A c-r rNl~ Nt AYoiZ ~r^~y~ ~^t ~ py~~t "~ f j ..Lll F `1~. R R~ \~~I ~~ ~ ~ ~ y ~~4~y .Qi ~' ~ `~ ;'~ ~+ je ~:+ . i ~ ~ .3 1 ~ ~ b, C~.e~l~ . ,~ x r~ a ~'c ~„ ~,.,,. 1. h. ~ >..~ ..? PROFESSIONAL SERVICES AGREEMENT -MERIDIAN SYMPHONY ORCHESTRA, CONCERTS ON BROADWAY PAGE S Of 5