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Professional Services Agreement with Ellie Shaw Swinging with Ellie Shaw for Musical Talent for Concerts of BroadwayPROFESSIONAL SERVICES AGREEMENT MUSICAL TALENT FOR CONCERTS ON BROADWAY This PROFESSIONAL SERVICES AGREEMENT — MUSICAL TALENT FOR CONCERTS ON BROADWAY ("Agreement") is made this 15th day of July, 2014 ("Effective Date"), by and between the City of Meridian, a municipal corporation organized under the laws of the State of Idaho ("City") and Ellie Shaw, representing Swingin' with Ellie Shaw, whose address is 450 West Cottonwood Court, Eagle, Idaho ("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 during the summer; and WHEREAS, the Parties mutually desire to present, as part of Concerts on Broadway, the music of Swingin' with Ellie Shaw, specializing in vintage vocals, scat singing, jazz violin, and rhythm guitar; 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. Swingin' with Ellie Shaw shall perform for the public from -6:30 p.m. to approximately 6:50 p.m., on Saturday, July 19, 2014, in the plaza at Meridian City Hall, at 33 E. Broadway Avenue, Meridian, Idaho. 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 am,ic and spoken announcements. City shall setup sound systems and/or related equipment b 5:00 . on July 19, 2014, and Swingin' with Ellie Shaw may rehearse and/or perform sound checks t hme. All set-up, rehearsal, and/or sound checks shall be completed by 6:30 p.m. II. COMPENSATION. A. Total amount. City shall make total payment to P or services rendered pursuant to this Agreement in the amount of one hundred dollar ($100.00). This payment shall constitute full compensation from City to Promoter and/or to the sof Savin in' with Ellie Shaw for any and all services, costs, and expenses related to services performe under this Agreement. Promoter and/or the respective members of Swingin' with Ellie Shaw shall be responsible for payment of any and all taxes due and owing for payment received under this Agreement. B. Cancellation of event. If Swingin' with Ellie Shaw 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 Swingin' with Ellie Shaw. Any decision regarding whether to cancel the performance shall be made no earlier than 6:00 p.m. on July 19, 2014. C. Method of payment. Following the July 19, 2014 performance Promoter shall provide City with an PROFESSIONAL SERVICES AGREEMENT— CONCERTS ON BROADWAY PAGE I of 4 invoice the amount of one hundred llars ($100.00 r services provided, which City shall pay In thirty (30) days of the performance. 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 Swingin' with Ellie Shaw members from damage due to weather or other conditions. 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 Swingin' with Ellie Shaw shall perform such material and in such a manner as shall be appropriate for all ages, values, and sensibilities. Swingin' with Ellie Shaw'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 Swingin' with Ellie Shaw shall comply with all City policies and requirements applicable to use of City property and facilities, including, but not limited to, those of the Parks & Recreation Department, and the Public Works Department/Building Maintenance Div. 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 Swingin' with Ellie Shaw 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 Concerts on Broadway event e vo un arrly donated to the Meridian Arts Commission. Promoter and Swingin' with Ellie Shaw 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 Concerts on Broadway 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 Promoter's 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. PROFESSIONAL SERVICES AGREEMENT— SWINGIN' WITH ELLIE SHAW, CONCERTS ON BROADWAY PAGE 2 of 4 C. Subcontracting or assignment of obligations. Promoter shall not subcontract or assign any of the obligations of Swingin' with Ellie Shaw 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 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 and waiver. 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 Swingin' with Ellie Shaw, their assistants, servants, agents, employees, guests, and/or business invitees, in connection with this Agreement or activities related thereto. Promoter and each member of Swingin' with Ellie Shaw 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. Except as to rights held under the terns of this Agreement, Promoter and each member of Swingin' with Ellie Shaw 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. F. Relationship of Parties. Promoter and each member of Swingin' with Ellie Shaw 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 Swingin' with Ellie Shaw and City or any official, agent, or employee of City. Promoter and Swingin' with Ellie Shaw shall retain the right to perform services for others during the term of this Agreement. G. Compliance with law. Throughout the course of this Agreement, Promoter and each member of Swingin' with Ellie Shaw shall comply with any and all applicable federal, state, and local laws. H. Non -Discrimination. Throughout the course of this Agreement, neither Promoter nor any member of Swingin' with Ellie Shaw shall discriminate against any person as to race, creed, religion, sex, age, national origin, sexual orientation or any physical, mental, or sensory handicap. I. 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. J. 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. PROFESSIONAL SERVICES AGREEMENT— CONCERTS ON BROADWAY PAGE 3 of 4 K. 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. L. 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. M. 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: ciw City of Meridian Emily Kane, Deputy City Attorney 33 E. Broadway Avenue Meridian, Idaho 83642 Promoter: Ellie Shaw 450 West Cottonwood Court Meridian; Idaho 83616 Either party may change its address for the purpose of this section by giving written notice of such change in the manner herein provided. N. 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 Swingin' with Ellie Shaw and each and every member thereof. The undersigned further warrants that he is authorized to bind Swingin' with Ellie Shaw and its members to the obligations set forth herein, and to accept the liabilities as established herein -on behalf of Swingin' with Ellie Shaw and its members. - - O. 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. 15 +� _)'J1 -k IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the�aday of .J44 -y, 2014. PROMOTER: IN J-0, Ellie Shaw for Swingin' with Ellie Shaw CITY PROFESSIONAL SERVICES AGREEMENT— SWINGIN' WITH ELLIE SHAW, CONCERTS ON BROADWAY PAGE 4 of 4