International Artists League, Inc Diamond Empire Band Musical Talent for Concerts on Broadway Professional Agreement PROFESSIONAL SERVICES AGREEMENT for
MUSICAL TALENT FOR CONCERTS ON BROADWAY
This PROFESSIONAL SERVICES AGREEMENT for MUSICAL TALENT FOR
CONCERTS ON BROADWAY ("Agreement") is made this23rdday of June , 2020 ("Effective
Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the
State of Idaho ("City") and International Artist Leagues, Inc., a corporation organized under the laws of
the State of Texas, whose address is I I I Congress Avenue, Suite 400, Austin, Texas ("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 ("Event"); and
WHEREAS,the Parties mutually desire to present, as part of Concerts on Broadway, the music of
Diamond Empire Band;
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. Promoter shall present Diamond Empire Band, a seven-piece band, to perform for
the public approximately fifteen (15) songs, from 7:00 p.m. to at least 9:00 p.m., on Saturday,
August 29, 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 3:45 p.m. on August
29, 2020, and Diamond Empire Band may rehearse and/or perform sound checks at that time. All
set-up, rehearsal, and/or sound checks shall be completed by 5:15 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 three thousand five hundred ninety dollars ($3,590.00). This payment
shall constitute full compensation from City to Promoter and/or to the members of Diamond
Empire Band for any and all services, costs, and expenses related to services performed under this
Agreement, including, but not limited to, any and all travel and lodging. Promoter and/or the
respective members of Diamond Empire Band shall be responsible for payment of any and all
taxes due and owing for payment received under this Agreement.
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B. Meal. In addition to the monetary compensation as described in section II.A., above, City shall
provide to each musician one (1) full, hot meal, and refreshments.
C. Cancellation. Promoter assumes no liability, and offers no refund in the event that this function is
cancelled, rescheduled or postponed due to an Act of God, unforeseen occurrence, or any other
event that renders this performance impossible. For purposes of this contract, an Act of God shall
include, but not be limited to: fire, hurricane, thunderstorm, snowstorm, flooding, disease, national
or local emergency, act of terrorism or any other extreme emergency under which it is illegal or
impractical for the venue to hold the event, or where you choose to cancel the event due to factors
outside your control. At the discretion and availability of the band, City may reschedule the
booking to another date, and the Promoter reserves the right to charge an additional $500 re-
booking fee.
D. Method of payment. By July 29, 2020, Promoter shall provide City with: 1) a completed ACH
Form, 2) a copy of a voided check, 3) a completed W-9 form, and 4) an invoice in the amount of
three thousand five hundred ninety dollars ($3,590.00) for services to be provided on August 29,
2020. So long as all documents are complete and received by July 29, 2020, City shall pay
Promoter in full via direct deposit on August 26, 2020. If such documents are not received by July
29, 2020, following the August 29, 2020 performance, Promoter shall provide City with: 1) a
completed W-9 form, and 2) an invoice for the amount of three thousand five hundred ninety
dollars ($3,590.00) for services provided, which invoice 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.
III.VENUE
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.
Promoter shall be solely responsible for any and all measures necessary to protect equipment,
instruments, and Diamond Empire Band 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 Diamond Empire Band shall
perform such material and in such a manner as shall be appropriate for all ages, values, and
sensibilities. Diamond Empire Band'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 Diamond Empire Band 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.
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E. Merchandising. Promoter and/or Diamond Empire Band 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 Diamond Empire Band shall
be responsible for paying all sales and other taxes due and owing on the proceeds from
merchandise sold.
IV.TERMS AND CONDITIONS
A. Time of the essence. Promoter acknowledges 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. Promoter may undertake additional promotional
activities at his own expense and effort, subject only to the limitations set forth herein. City hereby
conveys to Promoter 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 Chief of Staff. To the extent
practicable, Promoter shall be given the opportunity to review, for purposes of accuracy, and approve
all promotional materials in advance of their publication, broadcast or dissemination. The band shall
be listed as "Diamond Empire Band" in all promotional materials that are created by City or within
the City's control.
C. Subcontracting or assignment of obligations. Promoter shall not subcontract or assign any of the
obligations of Diamond Empire Band under this Agreement related to or that may relate to the band's
talent or expertise. Promoter may subcontract or assign obligations that do not require the band's
artistic talent or expertise. 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. Promoter shall, and hereby does, 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 Promoter and/or Diamond Empire Band, their assistants, servants,
agents, employees, guests, and/or business invitees, in connection with this Agreement or activities
related thereto. Promoter and each member of Diamond Empire Band acknowledge that provision of
the services described hereunder presents risks, some of which are unknown, and do agree to assume
all such known or unknown risks.
F. Waiver. Except as to rights held under the terms of this Agreement, Promoter and each member of
Diamond Empire Band 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
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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. Promoter and each member of Diamond Empire Band 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 employer and employee
between Promoter or any member of Diamond Empire Band and City or any official, agent, or
employee of City. Promoter and Diamond Empire Band 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
Diamond Empire Band 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
Diamond Empire Band 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 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.
O. 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.
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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:
City: Promoter:
City Clerk Justin Curtis Brink, Partner
City of Meridian International Artists League, Inc.
33 E. Broadway Avenue I I I Congress Avenue, Suite 400
Meridian, Idaho 83642 Austin TX 78701
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. The undersigned expressly warrants that, to the extent set forth herein, he is
duly authorized to act as the representative and agent of International Artists League, Inc., Diamond
Empire Band, and each and every member of Diamond Empire Band. The undersigned further
warrants that the undersigned is authorized to bind International Artists League, Inc., Diamond
Empire Band, and each and every member of Diamond Empire Band to the obligations set forth
herein, and to accept the liabilities set forth herein.
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 Effective
Date first written above.
PROMOTER:
Justi urtis Brink, P ner
International Artists League, Inc.
CITY OF MERIDIAN:
BY: Attest:
Robert E. Simison, Mayor Chris Johnson, City Clerk
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