Kings of Swing, Tom Phelps - Concerts on Broadway Professional Services Agreement PROFESSIONAL SERVICES AGREEME NT for
MUSICAL TALENT FOR CONCERTS ON BROADWAY
This PROFESSIONAL SERVICES AGRE EMENT for MUSICAL TALENT FOR
CONCERTS ON BROADWAY ('Agreement") is made this 4;�!—Jay of /MAv 2020 ("Effective
Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the
State of Idaho ('City") and Tom Phelps, doing business as Kings of Swing, an assumed business name
certified under the laws of the State of Idaho, whose address is 10790 W. Hickory Drive, Boise, Idaho
('Promotee'),
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 ails, 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("Event"); and
WHERE,AS,the Parties mutually desire to present, as part of Concerts on Broadway, the music of
Kings of Swing, a seventeen-piece band specializing in the performance of swing and big band 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:
1. SCOPE, OF SERVICES.
A. Performance. Tom Phelps and the Kings of Swing shall perform for the public approximately
fifteen(15) swing and/or big band songs, from 7:00 p.m. to at least 8:30 p.m., on Saturday,
September 12, 2020, 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 may 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
September 12, 2020, and Kings of Swing 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.
H. COMPE,NSATION.
A. Total amount. City shall make total payment to Promoter for services rendered pursuant to this
Agreement in the amount of two thousand dollars ($2,000.00). This payment shall constitute full
compensation from City to Promoter and/or to the members of Kings of Swing for any and all
services, costs, and expenses related to services performed under this Agreement. Promoter and/or
the respective members of Kings of Swing shall be responsible for payment of any and all taxes
due and owing for payment received under this Agreement,
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Meridian City Council Meeting Agenda May 26,2020— Page 251 of 616
B. Cancellation. City may, in City's sole discretion, cancel the Event and/or Kings of Swing's
performance, for any reason, including, but not limited to, upon the order or advice of a
governmental agency related to COVID-19 or other public health hazard, If City cancels the
Event and/or Kings of Swing's performance:
1. On or prior to 5:00 p.m. on September 4, 2020: This Agreement shall be void, and neither
Promoter nor Kings of Swing shall be entitled to payment or any other benefit hereunder.
2. Between 5:01 p.m. on September 4, 2020, and 1:00 p.m. on September 12, 2020: So long
as Kings of Swing is present and prepared to provide services set forth in this Agreement at the
time, date, and place, and in accordance with the terms set forth herein, City shall pay
Promoter in the amount set forth herein, even if the Event or any component thereof is
cancelled due to unforeseen events not caused by Promoter,Kings of Swing, or the members
thereof.
C. Method of payment. Following the September 12, 2020 performance, Promoter shall provide
City with an invoice for the amount of two thousand dollars ($2,000.00)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 Promoter.
111.VENUE
A. Plaza. City shall provide for the performance,the outdoor plaza on the east side of Meridian Cit,
Y
Hall, 33 E. Broadway,Meridian, Idaho C'venue"), which is an outdoor, open, public venue.
Promoter shall be solely responsible for any and all measures necessary to protect equipment,
instruments, and Kings of Swing members from damage due to weather and other conditions that
do or may exist.
B. Public venue. Promoter acknowledges 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. Promoter and 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 solely 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. Promoter and/or 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
requests that twenty percent(20%) of any proceeds from merchandise sold at the Event be
voluntarily donated to the Meridian Arts Commission. Promoter and Kings of Swing shall be
responsible for paying all sales and other taxes due and owing on the proceeds from merchandise
sold.
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Meridian City Council Meeting Agenda May 26,2020— Page 252 of 616
interpreted or construed as creating or establishing the relationship of employer and employee
between Promoter or any member of Kings of Swing and City or any official, agent, or employee of
City. Promoter and Kings of Swing 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, Promoter and each 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 Promoter nor any member of
Kings of Swing 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 patty, 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 tights 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:
Ci
z Kings of Swing:
City Clerk Tom Phelps
City of Meridian 10790 W, Mckory Drive
33 E, Broadway Avenue Boise, Idaho 83713
Meridian, Idaho 83642
Either party may change its address for the purpose of this section by giving written notice of such
change in the manner herein provided.
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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 Kings of Swing and each and every member
thereof. The undersigned 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 WHERE, OF,the parties hereto have executed this Agreement on the Effective
Date first written above,
PROMOTER:
A-1-1 - " '''' -
Tom Phelps, Director
Kings of Swing
CITY OF ME RIDIAN:
BY: Attest:
Robert E. Simison, Mayor Chris Johnson, City Clerk
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Meridian City Council Meeting Agenda May 26,2020— Page 254 of 616