Loading...
HomeMy WebLinkAboutProfessional Services Agreement with Treasure Valley Youth Theatre for Production of Quality Theater Experiences For YouthPROFESSIONAL SERVICES AGREEMENT WITH TREASURE VALLEY YOUTH THEATER This PROFESSIONAL SERVICES AGREEMENT WITH TREASURE VALLEY YOUTH THEATER (hereinafter "Agreement") is made this l 7th day of December, 2013 (the "Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho (hereinafter "City"), through the duly delegated Meridian Arts Commission, and Treasure Valley Youth Theater, a nonprofit. corporation organized under the laws of the State of Idaho (hereinafter "TVYT"). WHEREAS, the mission of the Meridian Arts Commission is to develop, advance, and nurture all facets of the arts to enhance the quality of life for Meridian residents and its visitors; WHEREAS, the mission of TVYT is to be part of a healthy, growing community by producing quality theater arts experiences for youth; WHEREAS, the respective governing bodies of City and TVYT find that these missions complement each other and wish to work together to further the objectives of both by engaging TVYT to present "Peter Pan, Jr."; 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, and in consideration of the recitals above, which are incorporated herein, City and TVYT agree as follows: I. Scone of services. TVYT shall provide the following services, deliverables, and materials under this Agreement: A. TVYT shall pay of all necessary royalties. B. TVYT shall obtain all necessary scripts. C. TVYT shall schedule and hold auditions on January 8, 9, and 10, 2014 and rehearsals from January 1 1 through March 20, 2014, and shall provide youth cast members with all necessary materials for such experience. D. TVYT shall provide the following staff and any other staff necessary to provide the services and deliverables set forth in this Agreement: director, music director, choreographer, stage manager, production assistant, costume designer, and light designer. E. TVYT shall provide all necessary costumes, props, and set. F. TVYT shall provide and distribute marketing materials, including printing posters, flyers, t- shirts, and programs. G. TVYT shall reserve audition, rehearsal, and performance space. H. TVYT shall present to the public three performances of "Peter Pan, Jr." on March 22, 2014. PROFESSIONAL SERVICES AGREEMENT WITH TREASURE VALLEY YOUTH THEATER PAGE 1 OF 5 II. Compensation and payment. A. Amount. City shall pay TVYT for professional services in the amount of four thousand three hundred thirty-five dollars ($4,335.00). B. Payment schedule. Within seven (7) days following execution of this Agreement and City's receipt of a completed W-9 form and invoice, City shall mail a payment to TVYT in the amount of two thousand dollars ($2,000.00) for the purpose of purchasing a show kit for the performance (i. e., royalties and scripts). Following the final performance as contemplated by this agreement and receipt of TVYT's invoice, City shall mail payment for the remaining amount, two thousand three hundred thirty-five dollars ($2,335.00) to TVYT. C. Materials fees; revenue. TVYT shall be entitled to collect a materials fee from each cast member in an amount not to exceed thirty-five dollars ($35.00). In exchange for such fee, each cast member shall be entitled to a snack at each rehearsal, a script, and a t-shirt advertising the performance; participation in the rehearsal of the play per TVYT's casting and direction; direction and coaching from TVYT staff at weekly rehearsals from January l 1 through March 20, 2014; and performance of the play, per TVYT's casting, direction, and scheduling, on March 22, 2014. No person shall be turned away due to inability to pay the materials fee; TVYT shall waive and/or make other accommodations for such fee upon request and demonstration of financial hardship. TVYT shall be entitled to retain any revenues realized from ticket sales, sponsorships, or other fundraising undertaken by TVYT. IV. General provisions. A. Indemnification. TVYT and each and all of TVYT's employees, agents, contractors, officials, officers, servants, guests, and/or invitees, including any and all participants in Event or related activities, shall indemnify and save and hold harmless City from and for any and all losses, claims, actions, judgments for damages, or injury to persons or property and losses and expenses caused or incurred by Organizer or any Organizer employee, agent, contractor, official, officer, servant, guest, and/or invitee, or any participant. in or observer of Organizer programming, at or in its use of Park or any lack of maintenance or repair thereon and not caused by or arising out of the tortious conduct of City. B. Insurance. TVYT shall submit. to City proof of an insurance policy issued by an insurance company licensed to do business in Idaho protecting TVYT, TVYT's employees, and TVYT's agents from all claims for damages to property and bodily injury, including death, which Inay arise during or in connection with the play, including auditions, rehearsals, set-up, performance, and tear-down. Such insurance shall name City as additional insured, and shall afford at least five hundred thousand dollars ($500,000.00) per person bodily injury, five hundred thousand dollars ($500,000.00) per occurrence bodily injury, and five hundred thousand dollars ($500,000.00) per occurrence property damage. The limits of insurance shall not be deemed a limitation of the covenants to indemnify and save and hold harmless City as set forth in this Agreement or any permit. If City becomes liable for an amount in excess of the insurance limits herein provided due to the actions or omissions of Organizer or PROFESSIONAL SERVICES AGREEMENT WITH TREASURE VALLEY YOUTH THEATER PAGE 2 OF 5 any Organizer employee, agent, contractor, official, officer, servant, guest, and/or invitee, or any participant in or observer of Event or related activities, Organizer covenants and agrees to indemnify and save and hold harmless City from and for all such losses, claims, actions, or judgments for damages or liability to persons or property. At all times during the course of this Agreement, TVYT shall provide worker's compensation coverage in the amount required by law for each and every employee utilized in the course of performance of this Agreement. C. Notices. All notices required to be given by either of the parties hereto shall be in writing and be deemed communicated when personally served, or mailed via United States mail, addressed as follows: If to TVYT: Autumn Kersey Treasure Valley Youth Theater 2786 W. Regan Ave Boise ID 83702 If to City: Emily Kane, Deputy City Attorney City of Meridian 33 East Broadway Ave Meridian ID 83642 Either party may change its authorized representative and/or address for the purpose of this paragraph by giving written notice of such change to the other party in the manner herein provided. D. Assignment. City shall not assign or sublet all or any portion of City's interest in this Agreement or any privilege or right hereunder, either voluntarily or involuntarily, without the prior written consent of TVYT. TVYT shall not assign or sublet all or any portion of TVYT's interest in this Agreement or any privilege or right hereunder, either voluntarily or involuntarily, without the prior written consent of City. This Agreement and each and all of the terms and conditions hereof shall apply to and are binding upon the respective organizations, legal representatives, successors, and assigns of the parties. E. No agency; independent contractor. Neither TVYT nor its employees, agents, contractors, officials, officers, servants, guests, and/or invitees shall be considered agents of City in any manner or for any purpose whatsoever in TVYT's use and occupancy of facilities at which auditions, rehearsals, workshops, and/or performances are held. In all matters pertaining to this agreement, TVYT shall be acting as an independent contractor, and neither TVYT nor any officer, employee or agent of TVYT shall be deemed an employee or agent of City in any manner or for any purpose. Specifically, without limitation, TVYT understands, acknowledges, and agrees: 1. TVYT is free from actual and potential control by City in the provision of services under this Agreement. 2. TVYT is engaged in an independently established trade, occupation, profession, or business. 3. TVYT has the authority to hire subordinates. 4. TVYT owns and/or will provide all major items of equipment necessary to perform services under this Agreement. 5. Neither TVYT nor City shall be liable to the other for a peremptory termination of the business relationship described under this Agreement. PROFESSIONAL SERVICES AGREEMENT WITH TREASURE VALLEY YOUTH THEATER PAGE 3 OF 5 F. Compliance with laws. In performing the scope of services required hereunder, City and Organizer shall comply with all applicable laws, ordinances, and codes of Federal, State, and local governments. G. Attorney Fees. Should any litigation be commenced between the parties hereto concerning this Agreement, the prevailing party shall be entitled, in addition to any other relief as may be granted, to court costs and reasonable attorneys' fees as determined by a court of competent jurisdiction. This provision shall be deemed to be a separate contract between the parties and shall survive any default, termination or forfeiture of this Agreement. H. Time of the essence. The parties shall fulfill obligations described in this Agreement in a timely manner, as set forth herein. 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 default of this Agreement. I. Termination. 1. Grounds. Grounds for termination of this Agreement. shall include, but shall not be limited to: an actor omission by either party which breaches any term of this Agreement; an act of nature or other unforeseeable event. which precludes or makes impossible the performance of the terms of this Agreement by either party; or a change in or occurrence of circumstances that renders the performance by either party a detriment to the public health, safety, or welfare. 2. Process. Either party may terminate this Agreement by providing five (5) days' notice of intention to terminate. Such notice shall include a description of the breach or circumstances providing grounds for termination. A forty-eight (48) hour cure period shall commence upon provision of the notice of intention to terminate. If, upon the expiration of such cure period, cure of the breach or circumstances providing grounds for termination has not occurred, this Agreement shall be terminated upon mailing or e- mailing of notice of termination. J. Breach. Any act or omission by either party which breaches any tern of this Agreement may provide grounds for terlmination. In the event of breach, the City may also decline to provide extra-duty personnel staffing, decline to reserve City facilities, release existing reservations of City facilities, or decline to allow the subsequent use of City facilities for Event or any iteration thereof. K. Construction and severability. If any part of this Agreement is held to be invalid or unenforceable, such holding will not affect the validity or enforceability of any other part of this Agreement so long as the remainder of the Agreement is reasonably capable of completion. L. Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes any and all other agreements or understandings, oral or written, whether previous to the execution hereof or contemporaneous herewith. PROFESSIONAL SERVICES AGREEMENT WITH TREASURE VALLEY YOUTH THEATER PAGE 4 OF 5 ' rohibited. In erformin the Services required herein, TVYT shall not M. Discrinunation P p g ' ainst an erson on the basis of race, color, religion, sex, national origin or discriminate ag y p ancestry, age or physical handicap. m of A reement. This A eement shall become effective as of the Effective Date upon N. Ter g ~ . ion b both arties and shall expire immediately upon completion oftear-down execut y p llowin conclusion of the final show, or 11:59 p.m. on March 22, 2014, whichever occurs fo g first. . A licable law. This A eement shall be governed by and construed and enforced in 4 pp ~ accordance with the laws of the State of Idaho. royal Re uired. This A eement shall not become effective or binding until approved P. App q ~' by the respective governing bodies of both City and TVYT. IN WITNESS WHEREOF, the parties shall cause this Agreement to be executed by their dul authorized officers to be effective as of the day and year first above written. Y TREASURE VALLEY YOUTH THEATER: BY: Autumn Kersey CITY OF MERIDIAN: BY: ~" Tammy de W e d Mayor Attest: t~ ~ '~~~'~`~~rr .?~ ,.. t. `_2 , ; j~ j ~~ ~4 s e: .~~~~ Y f_ A A ~~.. ~ ti3a '~ i aycee a ~~ City Clerk ~. ,,. ,h~~; 4 ~. ~ ~~ '~w: '~ PROFESSIONAL SERVICES AGREEMENT WITH TREASURE VALLEY YOUTH THEATER PAGE 5 OF 5