Professional Services Agreement with High Street Entertainment 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 June, 2012 ("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,
Boise, Idaho ("Promoter").
~4~REAS, the City desires that the plaza at Meridian City Hall serve as a place where members
of the community can gather to enj oy downtown Meridian and to take part in the arts, and to that end, the
Meridian Arts Commission is presenting Concerts an 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 16, 2012, 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
16, 2012, 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 six hundred dollars ($2,600.00). This payment shall
constitute full compensation from City to Promoter andiar to the members of Nigh 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 far payment received under this Agreement.
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B. Cancellation of event. If High Street is present and prepared to perform 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 is cancelled due to unforeseen events not caused by Promoter or the
members of High Sheet. Any decision regarding whether to cancel the performance shall be made
no earlier than 6:30 p.m. on June 16, 2011.
C. Method of payment. By June 6, 2012, 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
two thousand six hundred dollars ($2,600.00) for services to be provided on June 16, 2012. So
long as all documents are complete and received by June 6, 2012, City shall pay Promoter in full
via direct deposit on June 16, 2012. If such documents are not received by June 6, 2012,
following the June 16, 2011 performance, Promoter shall provide City with: 1) a completed W-9
form, and 2) an invoice for the amount of two thousand six hundred dollars ($2,600.00) 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 High Street 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 High Street shall perform such
material and in such a manner as shall be appropriate for all ages, values, and sensibilities. High
Street'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 High Street 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 High Street shall be authorized to sell albums and/or
merchandising material at the performance, and may retain the proceeds of such sales. City
respectfully requests that twenty percent (20%) of any proceeds from merchandise sold at the
Conceits on Broadway event be voluntarily donated to the Meridian Arts Commission. Promoter
and High Street shall be responsible for paying all sales and other taxes due and owing on the
proceeds from merchandise sold.
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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 pi7vacy 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 Executive Assistant. 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 "High Street" 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 High St`•eet 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, including, but not limited to, such obligations as transport and set-up of special
equipment and/or instruments. 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 hal~nless 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 High Street, their assistants, servants, agents,
employees, guests, and/or business invitees, in connection with this Agreement or activities related
thereto. Promoter and each member of High Street 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
High St~•eet 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 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 High Street 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
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between Promoter or any member of High Street and City or any official, agent, or employee of City.
Promoter and High St~•eet 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
High Street 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
High Street 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 cotuts 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.
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 of Meridian High Street Entertainment, LLC
Emily Kane, Deputy City Attorney 2812 Greenvale Place
33 E. Broadway Avenue Nampa ID 83686
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 High Street Entertainment, LLC and High
Street, and each and every member thereof. The undersigned fuI•ther wai7ants 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 5th day of
June, 2012.
PROMOTER:
teve Goff, Mem er
High Street Entertai ent, LLC
CITY OF MERIDIAN:
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