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.
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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
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