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HomeMy WebLinkAboutProfessional Services Agreement with High Street Entertainment for Musical Talent 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 ~ day of May, 2013 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City") and Steve Goff, on behalf of High Street Entertainment, LLC, a limited liability company organized under the laws of the State of Idaho, whose address is 2812 Greenvale Place, Nampa, Idaho ("Promoter"). 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 High Street, aten-piece band specializing in the performance of jazz and rock 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. High Street shall perform for the public approximately fifteen (15) songs, from 7:00 p.m. to at least 8:30 p.m., on Saturday, June 22, 2013, in the plaza at Meridian City Hall, at 33 E. 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. Sound system; set up and sound checks. City shall provide, set up, and operate any and all sound systems and equipment necessary to electronically amplify music and spoken announcements. City shall set up sound systems and/or related equipment by 5:00 p.m. on June 22, 2013, and High Street may rehearse and/or perform sound checks at that time. All set-up, rehearsal, and/or sound checks shall be completed by 6:30 p.m. C. Risers. If Promoter elects to use risers to elevate the musicians, Promoter shall provide and set up 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 Promoter for services rendered pursuant to this Agreement in the amount of two thousand five hundred dollars ($2,500.00). This payment shall constitute full compensation from City to Promoter and/or to the members of High Street for any and all services, costs, and expenses related to services performed under this Agreement. Promoter and/or the respective members of High Street shall be responsible for payment of any and all taxes due and owing for payment received under this Agreement. PROFESSIONAL SERVICES AGREEMENT -HIGH STREET, CONCERTS ON BROADWAY PAGE 1 Of 5 • is resent and re aced to perform at the time, date, and B. Cancellation of event. If High Street p p p ' ' h the terms set forth herein, City shall pay Promoter in the amount set place, and in accordance wit or the ' 'the event is cancelled due to unforeseen events not caused by Promoter forth herein, even if made decision re ardin whether to cancel the performance shall be members of Hlgh Street. Any g g no earlier than 6:30 p.m. on June 22, 2013. June 7 2013 Promoter shall pro`Ji de City with; l) a completed ACH C. Method of payment. By ' heck 3 a com leted W-9 form, and 4} an invoice in the amount of Form, 2) a copy of a voided c ) p n red dollars $2 500.00 for services to be provided on June 22, 2013. So two thousand five hu d ( ~ ) . om lete and received b June 7, 2013, City shall pay Promoter in full long as all documents are c p Y ' e osit on June 22 2013. If such documents are not received by June 7, 2013, via direct d p ' 22 2013 erformance, Promoter shall provide City with: l) a completed W-9 following the June p n invoice for the amount of two thousand five hundred dollars ($2,500.00) for form, and 2) a ' vided which invoice Cit shall pay within thirty (30) days of receipt thereof. Payment services pro Y , , , 11 taxes and other assessments on such sums shall be the sole responsibility of Promoter. of a III. VENUE __.._.__ ' shall rovide for the erformance the outdoor plaza on the east side of Meridian City A. Plaza. City p p Hall 33 E. Broadwa ,Meridian, Idaho ("venue"), which is an outdoor, open, public venue. Y r shall be solel res onsible for any and all measures necessary to protect equipment, Promote y p .. r ' nts and Hi h Street members from damage due to weather and other conditions that do 0 instrume g may exist. nue. Promoter acknowled es that the venue is a public place and that all members of B. Public ve g i shall be invited to attend. To this end, the members of High Street shall perform such the publ c ' din such a manner as shall be a ropriate for all ages, values, and sensibilities. High material an Pp ' erformance and attire shall not include language, attire, andlor behavior that is profane, Streets p sexual, violent, or discriminatory. ' olic a lies. Promoter and High Street shall comply with all City policies and codes C. City p Y pp licable to use of Cit ro ert and facilities, including, but not limited to, policies of the app Y p p Y Meridian Parks and Recreation Department, and any requirements of the City Building ' Technician which re uirements shall be reasonable and for the purpose of protecting Maintenance q City facilities and property. Photo ra h and recordin .City shall be authorized to photograph, record, video tape, D. g p Y g transmit or disseminate, in or from the plaza, the performance solely for educational reproduce, lic information u oses. Ci shall not be responsible for the actions of persons who are and pub p rp tY not under its employment or control. E. Merchandisin . Promoter and/or High Street shall be authorized to sell albumsand/or g merchandisin material at the erformance, and may retain the proceeds of such sales. City g p res ectfull re uests that twenty percent (20%) of any proceeds from merchandise sold at the P Y q Concerts on Broadwa event be voluntarily donated to the Meridian Arts Commission. Promoter Y and Hi h Street shall be res onsible for paying all sales and other taxes due and owing on the g p proceeds from merchandise sold. PROFESSIONAL SERVICES AGREEMENT -HIGH STREET, CONCERTS ON BROADWAY PAGE 2 Of S IV. TERMS AND CONDITIONS • r acknowled es that services provided under this Agreement shall be A. Time of the essence. Promote g ' 1 manner. The Parties acknowledge and agree that time is strictly of the essence performed in a time y nder ' reement and that the failure to timely perform any of the obligations hereu with respect to this Ag . . ' of and a default under, this Agreement by the party so failing to perform. shall constitute a breach , ' i shall romote the erformance in community promotional materials and B. Promotion of event. C ty p p enues includin the Cit newsletter, City website, Meridian Parks & Recreation Department g Y av ~ ter ma undertake additional romotional Activity Guide, and local media and event calendars. Promo y p ' ' ' own ex ense and effort, sub' ect only to the limitations set forth herein. City hereby activities at his p J moter ermission to use Cit 's name in all forms and media and in all manners, without conveys to Pro p Y ' ' res ective ri hts of rivac or any other rights City may possess in connection with violation of Clty s p g p Y ' 1 in the roduction of Concerts on Broadway, except that City's logo may not be used in any its ro e p er whatsoever without the ex Tess, written consent of the Mayor's Chief of Staff. To the extent mann p r cticable Promoter shall be iven the opportunity to review, for purposes of accuracy, and approve pa ~ g tional materials in advance of their ubllcation, broadcast or dissemination. The band shall all promo p listed as "Hi h Street" in all romotional materials that are created by City or within the City's be g p control. ubcontractin or assi nment of obligations. Promoter shall not subcontract or assign any of the C. S g g obli ations of Hi h Street under this Agreement related to or that may relate to the band's talent or g g rose. Promoter ma subcontractor assign obligations that do not require the band's artistic talent expe y or ex ertise includin ,but not limited to, such obligations as transport and set-up of special p ~ g d e ui ment and/or instruments. Any subcontractor or assignee shall be bound by all the terms an qP conditions of this Agreement. on-waiver of breach. A waiver of any breach or default of any provision of this Agreement shall D. N not be construed as a waiver of a breach of the same or any other provision hereof. mnification. Promoter shall, and hereby does, indemnify, save, and hold harmless the City and E. Inde an and all of its em to ees, agents, volunteers, and/or elected officials from any and all losses, Y pY d claims and 'ud ments for damages or injury to persons or property, and from any and all losses an J g ex enses caused or incurred by Promoterand/or High Street, their assistants, servants, agents, p to ees uests and/or business invitees, in connection with this Agreement or activities related em , , . p Y g thereto. Promoter and each member of High Street acknowledge that provision of the services escribed hereunder resents risks, some of which are unknown, and do agree to assume all such d p known or unknown risks. aiver. Exce t as to ri hts held under the terms of this Agreement, Promoter and each member of F. W p g Hi h Street shall and hereb do, waive any and all claims and recourse against City, including the g ~ Y ri ht of contribution for loss and damage to persons or property arising from, growing out of, or in g an wa connected with or incident the performance of this Agreement, whether such loss or damage Y Y ma be attributable to known or unknown conditions, except for liability arising out of concurrent or Y sole negligence of City or its officers, agents or employees. G. Relationshi of Parties. Promoter and each member of High Street is an independent contractor and p is not an em to ee, a ent, joint venturer, or partner of City. Nothing in this Agreement shall be P Y g inte retell or construed as creating or establishing the relationship of employer and employee PROFESSIONAL SERVICES AGREEMENT -HIGH STREET, CONCERTS ON BROADWAY PAGE 3 of 5 member of Hi h Street and City or any official, agent, or employee of City. between Promoter or any g , ' h Street shall retain the ri ht to perform services for others during the term of this Promoter and Hig g Agreement. ' nce with law. Throu hout the course of this Agreement, Promoter and each member of H. Compl~a g Hi h Street shall comply with any and all applicable federal, state, and local laws. g - ' rimination. Throu bout the course of this Agreement, neither Promoter nor any member of I. Non Disc g , , , . Hi h Street shall discriminate a ainst any personas to race, creed, religion, sex, age, national origin, g g , sexual orientation or any physical, mental, or sensory handicap. Entire A reement. This A reement constitutes the entire understanding between the Parties. This J. g g , A reement su ersedes any and all statements, promises, or inducements made by either party, or g p a ents of either art ,whether oral or written, whether previous to the execution hereof or g p Y contem oraneous herewith. The terms of this Agreement may not be enlarged, modified or altered p except upon written agreement signed by both parties hereto. K. Costs and attorneys' fees. If either party brings any action or proceedings to enforce, protector establish an ri ht or remedy under the terms and conditions of this Agreement, the prevailing party Yg 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. A reement overned by Idaho law. The laws of the State of Idaho shall govern the validity, g g inte retation erformance and enforcement of this Agreement. Venue shall be in the courts of Ada rp ~ p County, Idaho. M. Cumulative ri hts and remedies. All rights and remedies herein enumerated shall be cumulative and g , none shall exclude an other right or remedy allowed by law. Likewise, the exercise of any remedy Y rovided for herein or allowed by law shall not be to the exclusion of any other remedy. p N. Severabili . If an rovision of this Agreement is found by a court of competent jurisdiction to be tY Y p ille al, invalid, or unenforceable, the remainder of this Agreement shall not be affected. g 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 re resentatives, heirs, executors, and administrators. p P. Notice. An and all notice required to be provided by either of the Parties hereto, unless otherwise Y .. stated in this A reement, shall be in writing and shall be deemed communicated upon marling by g United States Mail, addressed as follows: Cit : Promoter: Cit of Meridian High Street Entertainment, LLC Y Emily Kane, Deputy City Attorney 2812 Greenvale Place 33 E. Broadway Avenue Nampa ID 83686 Meridian, Idaho 83642 Either art ma Chan a its address for the purpose of this section by giving written notice of such p Y Y g change in the manner herein provided. PROFESSIONAL SERVICES AGREEMENT -HIGH STREET, CONCERTS ON BROADWAY PAGE 4 of S Q. Warranty of authority. The undersigned expressly warrants that, to the extent set forth herein, he is duly authorized to act as the representative and agent of High Street Entertainment, LLC and High Street, and each and every member thereof. The undersigned further warrants that he is authorized to bind High Street, High Street Entertainment, LLC, and their members to the obligations set forth herein, and to accept the liabilities as established herein on behalf of High Street Entertainment, LLC, High Street, and their 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~k day of PROMOTER: Steve Go f, Me High Street Entrt mment, LLC CITY OF MERIDIAN: ¢IO~~T~°AUCOS~~ O ~y v BY: ~!<"~`s°?~~i'° `--°t ~.~-Ct~~:~ City of 1 Tammy de e rd, Mayor ,, '°°"° r ycee man, City Clerk ~'~ SEAL Fy P J TF~a~~6e THE ASV~O PROFESSIONAL SERVICES AGREEMENT -HIGH STREET, CONCERTS ON BROADWAY PAGE S Of 5