Professional Services Agreement with Sona Productions for Concert Series Production ServicesPROFESSIONAL SERVICES AGREEMENT
FOR CONCERT SERIES PRODUCTION SERVICES
This PROFESSIONAL SERVICES AGREEMENT FOR CONCERT SERIES PRODUCTION
SERVICES ("Agreement") is made this 8th day of April , 2014 ("Effective Date"), by and
between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho
("City")and Danielle Snelson, on behalf of Sona Productions, LLC, a limited liability company
organized under the laws of the State of Idaho, whose address is 33 E. Idaho Street, Suite 102,
Meridian, Idaho ("Promoter").
WHEREAS, City and Promoter are mutually interested in enhancing .the Meridian
community's quality of life by providing and supporting opportunities for members of the Meridian
and greater communities to enjoy music in a public venue; and
WHEREAS, City desires that the bandshell ("Bandshell") at Julius M. Kleiner Memorial Park,
located at 1900 N. Records Avenue, in Meridian, Idaho ("Park") serve as such a place, and to that end,
the Meridian Parks and Recreation Department wishes to present a series of concerts entitled "Kleiner
Park Live," to be held in the Bandshell during the summer;
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. Concert planning and presentation. Promoter shall plan and present at least ten (10)
concerts, to be held at the Bandshell (collectively, "Event"), in accordance with the concert
specifications set forth herein.
B. Concert specifications. Each concert comprising Event shall comply in all respects with each
and all of the following specifications.
1. Each concert shall be presented on Thursday evenings between June 5, 2014 and September
25, 2014.
2. Each concert shall end by 9:00 p.m.
3. Event or any concert shall be canceled in case of inclement weather, park closure, or by
order of the Director of the Parks and Recreation Department.
4. All set-up, rehearsal, and/or sound checks at Bandshell shall occur between 12:00 p.m. and
6:00 p.m. on concert dates.
5. Amplified sound shall not exceed sixty-two (62) decibels at the perimeter of the park.
Under no circumstances may amplified sound be used after 9:00 p.m.
6. Each concert and all components thereof shall comply in all respects with all conditions of
the applicable City of Meridian Temporary Use Permit and other applicable permits and
permitting requirements, Meridian City Code, state and federal law, and the Declaration of
Restrictions for the use of Kleiner Park dated July 31, 2008, Ada County Instrument
Number 108087271.
PROFESSIONAL SERVICES AGREEMENT -CONCERT SERIES PRODUCTION SERVICES PAGE 1 Of 7
II. PROMOTER RESPONSIBILITIES
A. Event planning and production. Promoter shall plan for and provide, at Promoter's sole
expense, all logistics of Event and each concert thereof, including, but not limited to,
performers, instruments, sound system, food and beverage vendors, alcohol permitting, event
security, crowd management, first aid stations, portable restrooms, temporary fencing, signs,
and extra garbage receptacles. Promoter shall be on site at each concert to supervise set-up and
tear-down, and to ensul•e that use of Park and Park facilities, amenities, infrastructure, and/or
vegetation is appropriate and reasonable.
B. Performers. At least thirty (30) days prior to the first concert, and in any case before
approaching any performer regarding performance in Event, Promoter shall obtain City's
written consent to such performance. Promoter shall engage only performers reasonably likely
to attract no more than two thousand (2,000) people. City shall be entitled to disallow
Promoter's engagement of any performer that, in City's sole discretion, is inappropriate for the
Bandshell venue, Park, or Event. Promoter shall be responsible for ensuring that any and all
performers performing in Event comply with the following requirements and I•estrictions:
1. Performers shall perform such material and in such a manner as shall be appropriate for all
ages, values, and sensibilities. Performers' performance and attire shall not include
language, attire, and/or behavior that is profane, sexual, violent, or discriminatory in nature.
2. Promoter and/or Performers shall be authorized to sell albums and/or merchandising
material at each concert and may retain the proceeds of such sales.
3. Performers shall not use or consume any alcoholic beverage, tobacco product, or electronic
cigarette until the conclusion of the performance, and in no case shall Performers use,
consume, or visibly possess or display such products on stage oI• in the Bandshell. The use
or consumption of any such products shall comply in all respects with Meridian City Code
and state law. Specifically, without limitation, Performers shall comply with Meridian City
Code section 13-2-6(W), which states: "No person shall light, use, or consume any tobacco
product or electronic cigarette in any city park, provided that this prohibition shall not apply
to parking lots in city parks. The definition of the terms `tobacco product' and `electronic
cigarette' shall be as set forth in Idaho Code section 39-5702."
Promoter shall be responsible for all contractual arrangements and obligations, financial or
otherwise, with Event performers.
C. Promotion. Event shall be billed by both parties as "City of Meridian presents Kleiner PaI•k
Live produced by Sona Productions." Promoter may, at Promoter's election and sole expense
and effort, purchase commercial advertising to promote Event, and/or may promote Event via
broadcast, online, social, or print media. City hereby conveys to Promoter permission to use
City's name in all forms and media and in all mannel•s, 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, City shall be given the opportunity to review and approve all
promotional materials in advance of their publication, broadcast or dissemination.
D. Food vendors. Promoter may engage up to three (3) food vendors to sell concessions in Park
during each concert. Vendors may arrive at Park no earlier than 5:00 p.m. on the day of the
concert for which they are engaged. Vendors shall not offer for sale or give away snow cones,
shaved ice, Italian ice, or similar product. At least thirty (30) days prior to the first concert,
Promoter must submit an event notification to the Central District Health Department.
PIomoter may retain any proceeds collected from food vendors.
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E. Alcohol sales and service. Alcoholic beverages may be sold or served at Event, at Promoter's
election. If alcoholic beverages are sold or served, Promoter shall be responsible for obtaining
an Alcohol Catering Permit from the Meridian City Clerk's Office, and shall ensure that
persons serving alcoholic beverages hold current Alcohol Server Training certification, as
required by Meridian City Code. Any and all alcoholic beverages purchased at Event must be
purchased and consumed within the designated area as approved by the Meridian Police
Department pursuant to City of Meridian Alcohol Catering Permit, Meridian Parks Alcohol
Permit, and/or City of Meridian Temporary Use Permit. Promoter may retain any proceeds
collected from alcohol sales.
F. Attendees' own alcohol. Promoter may allow Event attendees to bring their own alcoholic
beverages to Event for personal consumption, at Promoter's election. Promoter shall notify
City if Event attendees will be allowed to bring and consume their own alcoholic beverages at
Event, in which case City shall be responsible for obtaining a Parks Alcohol Permit from the
Meridian Parks & Recreation Department.
G. Event sponsorship. Promoter may sell sponsorships of Event, and may retain all proceeds
collected from such sponsorships. Promoter may not engage any sponsor which promotes or
endorses any of the following content:
1. Content that is deemed in violation of this policy or any other applicable City policy;
2. Profane, obscene, indecent, violent, or pornographic content and/or language;
3. Content that promotes, fosters or perpetuates discrimination on the basis of race, creed,
color, age, religion, gender, sexual orientation, or national origin;
4. Defamatory or personal attacks;
5. Threats to any person or organization;
6. Content that promotes, fosters or perpetuates conduct in violation of any federal, state or
local law;
7. Content that encourages or incites illegal activity;
8. Information that may compromise the safety or security of the public or public systems;
9. Content that violates a known legal ownership interest, such as a copyright, of any party; or
10. Any content that contains or perpetuates a message that the Director of the Parks &
Recreation Department deems to be inappropriate and not in the best interest of the City of
Meridian.
If the City becomes aware that any engaged or potential sponsor of Event promotes or endorses
such content, the City may terminate this Agreement, restrict or remove any content that is
deemed in violation of this policy or any applicable law, and/or cancel the sponsored concert or
Event.
H. No admission fees. Event shall be provided to the public at no cost; Promoter may not collect
admission fees for Event or any component thereof. Promoter acknowledges that Park and
Bandshell are public places, and that all members of the public shall be invited to attend. The
public must have general access to all areas of Park at all times, so long as such access does not
unduly interfere with the use of Park for Event.
I. Bandshell. Promoter acknowledges that Bandshell is an outdoor, open, public venue.
Promoter shall be solely responsible for any and all measures necessary to protect equipment,
instruments, and performers from damage due to weather or other conditions that do or may
exist.
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J. Vehicles. Driving or parking vehicles on non-designated driving or parking surfaces shall be
prohibited, with the limited exception of vehicles driven short distances on non-designated
driving surfaces for the purpose of transporting, loading, or unloading equipment and supplies
during set-up or tear-down. Vehicles may be driven on turf only at the direction of Meridian
Parks & Recreation Department staff.
III. CITY RESPONSIBILITIES.
A. Primary Source of Contact for City. City shall provide Promoter the name, e-mail address,
and telephone number of specific City personnel (hereinafter "City Contact") who shall serve
as City's primary contact between City and Promoter for all day-to-day matters regarding set-
up, operation, and tear-down of Event in Park.
B. Promotion. City shall promote Event in community promotional materials and avenues,
including the City newsletter, City website, Meridian Parks & Recreation Department Activity
Guide, and local media and event calendars. City shall list Promoter as "Sona Productions" in
all promotional materials that are created by City or within the City's control.
C. Bandshell. City shall reserve and make the Bandshell and Park available for the Event.
D. Temporary Use Permit. City shall obtain a temporary use permit for the Kleiner Park Live
concert series.
E. Parks Alcohol Permit. Promoter may allow Event attendees to bring their own alcoholic
beverages to Event for personal consumption, at Promoter's election. Promoter shall notify
City if Event attendees will be allowed to bring and consume their own alcoholic beverages at
Event, in which case City shall be responsible for obtaining a Parks Alcohol Permit from the
Meridian Parks & Recreation Department.
F. No financial obligation. The parties agree that City shall have no obligation to contribute
personnel or funding to the planning or production of Event, and no obligations other than
those specifically set forth in this Agreement.
G. Cancellation. The Director of the Meridian Parks & Recreation Department or his designee
may, in his sole discretion, elect to cancel one or more concerts, with no notice to Promoter,
where cancellation is in the best interest of City or the public health, safety, or welfare, due to
weather, act of God, unforeseen park closure, or other reason. A decision regarding whether to
cancel the concert due to weather shall be made no earlier than noon (12:00 p.m.) on the date
of the relevant concert.
IV. TERMS AND CONDITIONS
A. Term. This Agreement shall become effective as of the Effective Date upon execution by both
parties, and shall expire on September 30, 2014 unless earlier terminated or extended in the
manner as set forth in this Agreement.
B. Time of the essence. Promoter acknowledges that services provided under this Agreement
shall be performed in a timely manner. The PaI•ties acknowledge and agree that time is strictly
PROFESSIONAL SERVICES AGREEMENT-CONCERT SERIES PRODUCTION SERVICES PAGE 4 of 7
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.
C. Notice. Communication between Promoter and the City Contact regarding day-to-day matters
shall occur via e-mail or telephone. All other notices required to be given by either of the
parties hereto shall be in writing and be deemed communicated when personally served, or
mailed in the United States mail, or via e-mail, addressed as follows:
City: Promoter:
City of Meridian Danielle Snelson
Attn: Parks and Recreation Director Sona Productions, LLC
33 E. Idaho Avenue 33 E. Broadway Avenue, Suite 102
Meridian, Idaho 83642 Meridian, Idaho 83642
ssiddoway @ meridiancity.org danielle @Sona-productions.com
D. City policy applies. Promoter 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.
E. Photography and recording. City shall be authorized to photograph, record, video tape,
reproduce, transmit, or disseminate, in or from the park, 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.
F. Subcontracting or assignment of obligations. Promoter shall not subcontract or assign any of
its obligations or rights under this Agreement related to or that may relate to its professional
event planning expertise. Promoter may subcontract or assign obligations that do not require
such expertise, including, but not limited to, such obligations as hansport 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.
G. Termination. Grounds for termination of this Agreement shall include, but shall not be limited
to: an act or omission by either party which breaches any term of this Agreement; an act of
nature; other unforeseeable event which precludes or makes impossible the performance of the
terms of this Agreement by either party; or a change in circumstances that renders the
performance by either party a detriment to the public health, safety, or welfare. Either party
may terminate this Agreement by providing fourteen (14) days advance written notice of
intention to terminate. Such written notice shall include a description of the breach or
circumstances providing grounds for termination. A twenty-four (24) hour cure period shall
commence upon mailing 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 maybe terminated upon provision of written notice of termination.
H. 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.
I. Indemnification. Promotel• 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
PROFESSIONAL SERVICES AGREEMENT -CONCERT SERIES PRODUCTION SERVICES PAGE 5 of 7
and all losses and expenses caused or incurred by Promoter, its assistants, servants, agents,
employees, guests, and/or business invitees, in connection with this Agreement or activities
related thereto. Promoter acknowledges 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.
J. Waiver. Except as to rights held under the terms of this Agreement, Promoter shall, and
hereby does, 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.
K. Relationship of Parties. Promoter 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 and
City or any official, agent, or employee of City. Specifically, without limitation, Promoter
understands, acknowledges, and agrees:
1. Except as otherwise set forth herein, Promoter is free fiom actual and potential control by
City in the provision of services under this Agreement.
2. Promoter is engaged in an independently established trade, occupation, profession, or
business.
3. Promoter has the authority to hire subordinates.
4. Promoter owns and/or will provide all major items of equipment necessary to perform
services under this Agreement.
5. Neither Promoter nor City shall be liable to the other for a peremptory termination of the
business relationship described under this Agreement.
L. Compliance with law. Throughout the course of this Agreement, Promoter shall comply with
any and all applicable federal, state, and local laws.
M. Non-Discrimination. Throughout the course of this Agreement, Promoter shall not
discriminate against any person as to race, creed, religion, sex, age, national origin, sexual
orientation or any physical, mental, or sensory handicap.
N. 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.
O. 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.
P. 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.
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Q. 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.
R. 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.
S. 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.
T. 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 conshued as
proof of validity in the absence of Meridian City Council approval.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the s_` day
of , 2014.
PROMOTER:
Danielle Snelson, President
Sona Productions, LLC
CITY OF MERIDIAN:
BY:
Tammy de Weerd, Mayor.
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