HomeMy WebLinkAboutPaddlewheel Productions, Inc. / Board of Parks & RecreationsJOINT CONTRACT BETWEEN
JEFFERSONVILLE BOARD OF PARKS AND RECREATION
AND
PADDLEWHEEL PRODUCTIONS, INC.
(Riverstage Productions; Summer 2007)
WHEREAS, The City of Jeffersonville Department of Parks and Recreation is
managed by its governing board ("Board") has the power to contract or lease park
facilities within its jurisdiction under I.C. 36-10-3-1 l;
WHEREAS, The Board, under the same statutory authority, may enter into
contracts and leases for facilities and services. This instrument is a joint contract for
facilities and services for a period not to' exceed one (1 }year;
WHEREAS, Paddlewheel Productions, Inc. ("Paddlewheel"} is an Indiana
corporation, supported by a significant representation from the Clark County community
dedicated to excellence in the performing arts and providing a series of productions at the
Jeffersonville Riverstage that will be a positive feature and attraction for the community
and will also focus, in specifically defined segments of its activities on providing services
to youth and school children from school corporations in Clark County, Indiana;
WHEREAS, 'The Board and Paddlewheel have agreed to enter into a written
contract to provide an exchange of mutual promises, consideration, commitments and
joint efforts to support productions for the summer 2007 production season;
NOW, THEREFORE, be it agreed between the Board and Paddlewheel as
follows:
1. In consideration of the below promises by Paddlewheel, the Board grants
unto Paddlewheel, effective Apri19, 2007 until December 31, 2007, exclusive site
management rights and exclusive musical production rights as the sole provider of
theatrical productions that require royalties or written permission for performances at the
3effersonville Riverstage, on the Ohio River in Jeffersonville, Indiana, in Clark County,
Indiana for the time stated. This grant does not include unrelated concerts, variety shows,
community projects or other shows that do not require "rights of performance".
However, this grant shall include new musical works presented as a musical at the
Riverstage venue and site.
2. The parties agree that Paddlewheel, in the exercise and management of
exclusive musical production rights, will regularly communicate with the Board, from
time to time during the period of the grant described above, and that the parties will
jointly promote the business of the Board, the interests of th'e City and to secure the
highest possible attendance and return on investments for monetary consideration
provided by the Board by virtue of this contract.
3. The parties agree that Paddlewheel shall use its special and unique
expertise, talent and creativity, and shall act in good faith and best efforts in the exercise
of its exclusive rights, as granted above, to reflect positively upon the Board and the City,
to provide entertainment for the entire community and to provide education and training
for young persons seeking experience and an introduction to the theatrical arts in Clark
County, Indiana.
4. This contract shall be interpreted under the laws of the state of Indiana.
5. The Board hereby delegates unto Paddlewheel, pursuant to I. C. 36-10-3-
11(a)(9) all authority for scheduling, and for exclusive musical production rights for the
Riverstage venue, facilities, grounds and site for the period and time stated. This priority
over scheduling does not make Paddlewheel responsible for events or productions it does
not produce. However, all events requested to occur at the Riverstage site shall be
subject to Paddlewheel's scheduling approval and priority during the term of this
Contract. In this regard, however, the Board shall retain the duties of repair,
maintenance, grounds cleaning and providing utilities to all events scheduled and
produced by Paddlewheel at the Riverstage.
6. The parties agree that Paddlewheel shall schedule, oversee and produce
educational, entertainment and amusement functions and activities at the Riverstage site
during the term stated and that the parties, acting jointly, will use good faith and best
efforts to support and promote these events.
7. This Contract and grant may only be terminated for cause shown by the
party seeking termination in a written communication to the other party delivered at least
sixty (60) days prior to an effective termination date. Additionally, this Contract may be
terminated upon mutual written agreement of the parties at any time.
Dated this ~~day of _ (f~~zy , 2007.
Jeffersonville Board of Parks and Recreation
By: ~---
Paddlewheel Productions, Inc.
2
JOINT CONTRACT BETWEEN
JEFFERSONVILLE BOARD OF PARKS AND RECREATION
AND
PADDLEWHEEL PRODUCTIONS, INC.
(Professional Services)
WHEREAS, The City of Jeffersonville Department of Parks and Recreation is managed
by its governing board ("Board") has the power to contract or lease park facilities within its
jurisdiction under LC. 36-10-3-11;
WHEREAS, The Board, under the same statutory authority, may enter into contracts and
leases for facilities and services. This instrument is a joint cantract for facilities and services for
a period not to exceed one (1) year;
WHEREAS, Paddlewheel Productions, Inc. ("Paddlewheel") is an Indiana corporation,
supported by a significant representation from the Clark County community dedicated to
excellence in the performing arts and providing a series of productions at the Jeffersonville
Riverstage that will be a positive feature and attraction for the community and will also focus, in
specifically defined segments of its activities on providing services to youth and school children
from school corporations in Clark County, Indiana;
WHEREAS, The Board and Paddlewheel have agreed to enter into a written contract to
provide an exchange of mutual promises, consideration, commitments and joint efforts to support
productions for the summer 2007 production season;
NOW, THEREFORE, be it agreed between the Board and Paddlewheel as follows:
1. The Board and Paddlewheel recognize, acknowledge and confirm herein that they
have executed, on even date herewith, an instrument entitled Joint Contract Between
Jeffersonville Board of Parks and Recreation and Paddlewheel Productions, Inc. (Riverstage
Productions; Summer 2007);
2. In fiuther consideration of the promises of Paddlewheel to be responsible for
retention of services, obtaining materials, preparatory work for Riverstage Productions and for
payment of other expenses connected to the summer 2007 expenses of production, and in
consideration of other promises and expecfations by both Paddlewheel and the Board, the Board
hereby agrees to support t.~ joint efforts and joint contract of the Board and Paddlewheel up to a
level of $ ~ ~'`-~ for the time period beginning April 9, 2407 through
December 31, 007 to assist in meeting expenses for theatrical productions at the Riverstage for
the time period stated, inclusive of the productions described and approved by the Board on
April 2, 2007 at a regular meeting of the Board.
3. Inasmuch as Paddlewheel has commenced planning and casting for the summer
2007 productions, the Board agrees it will commence its support and assistance effective May
14, 2007. Any assistance heretofore provided by the Board, to prepare for Paddlewheel's June 1,
2007 first production has been considered as within the commitment made above.
4. Nothing contained herein shall prevent the parties from having subsequent
meetings after this Contract is signed to discuss any amendments to the commitment terms
hereof upon legitimate needs presented by Paddlewheel to the Board that were not known or
available on April 9, 2007.
This contract shall be interpreted under the laws of the state of Indiana.
6. The Board hereby delegates unto Paddlewheel, pursuant to I. C. 36-] 0-3-11(a)(9)
all authority for scheduling, and for exclusive musical production rights for the Riverstage
venue, facilities, grounds and site for the period and time stated. This priority over scheduling
does not make Paddlewheel responsible for events or productions it does not produce. However,
all events requested to occur at the Riverstage site shall be subject to Paddlewheel's scheduling
approval and priority during the term of this contract. In this regard, however, the Board shall
retain the duties of repair, maintenance, grounds cleaning and providing utilities to all
events scheduled and produced by Paddlewheel at the Riverstage.
7. The parties agree that Paddlewheel shall schedule, oversee and produce
educational, entertainment and amusement functions and activities at the Riverstage site during
the term stated and that the parties, acting jointly, will use good faith and best efforts to support
and promote these events.
8. This Contract and grant may only be terminated for cause shown by the party
seeking termination in a written communication to the other party delivered at least sixty (60)
days prior to an effective termination date. Additionally, this Contract may be terminated upon
mutual written agreement of the parties at any time.
Dated this / day of ~~~~ , 2007.
Jeffersohville Board Hof Parks and Recreation
r:.
By: ~` ~
Paddlewheel Productions, LLC
By: ~-~--____--~
2
COMMUNITY FOUNDATION OF SOUTHERN INDIANA, INC.
DONOR DESIGNATED FUND AGREEMENT FOR
CITY OF JEFFERSONVILLE PARKS AND RECREATION
THIS AGREEMENT, made and entered into on ~~~/~ ' 2007, by and between
Community Foundation of Southern Indiana, Inc. (the "Foundation"), and
(hereinafter referred to as the "Founding Contributor"},
WITNESSETH:
WHEREAS, the Founding Contributor desires to create a donor designated fund in the
Foundation; and
WHEREAS, the Foundation is anon-profit organization exempt from taxation under
Internal Revenue Code ("Code") section 501(c)(3), a public charity described in section
170(b)(I)(A}(vi) of the Code, and accordingly an appropriate institution within which to establish
such a charitable fund; and
WHEREAS, the Foundation is willing and able to create such a fund as a Donor
Designated Fund subject to the terms and conditions hereof:
NOW THEREFORE, the parties agree as follows:
GENERAL PROVISIONS:
1. ESTABLISHMENT OF THE FUND There is hereby established in the
Foundation, and as a part thereof, a Fund (hereinafter referred to as "the Fund") to receive gifts,
in whatever form of money or property, and to administer the same.
2. PURPOSE The primary purpose of the Fund shall be to provide support as
directed by the Board of Directors of the Foundation (the "Board") for the charitable or other tax-
exempt purposes within the meaning of Sections 170(c)(1) or (2)(B) as specified in paragraph 13
hereof that are consistent with the tax-exempt purposes of the Foundation.
3. GIFTS The Founding Contributor hereby transfers irrevocably to the Foundation
the property described on the attached Exhibit A to establish the Fund. Subject to the right of the
Foundation to reject any particular gift, any person whether an individual, corporation, trust,
estate or organization (hereinafter referred to as "Donor") may make additional gifts to the
Foundation for the purposes of the Fund by a transfer to the Foundation of property acceptable to
the Foundation in whole or in part for the Fund. All gifts, bequests and devises to this Fund :>hall
be irrevocable once accepted by the Foundation.
4. DISTRIBUTION The total, assets of the Fund, net of investment and
administrative costs, as provided in paragraph 11 hereof, may be committed, granted or expended
for purposes described in Code section 170(c)(2)(B). If any gifts to the Foundation for the
purposes of the Fund are received and accepted subject to a Donor's conditions or restrictions as
to the use of the gift or income therefrom, said conditions or restrictions will be honored, subject,
however, to the authority of the Foundation's Board of Directors (hereinafter "the Board") to vary
the terms of any gift if continued adherence to any condition or restriction is in the judgment of
the Foundation's Board of Directors unnecessary, incapable of fulfillment or inconsistent with the
charitable needs of the community served by the Foundation. No distribution shall be made from
the Fund to any individual or entity if such distribution will in the judgment of the Foundation
endanger the Foundation's Code section 501(c)(3) status. The Mayor of Jeffersonville or designee
will approve all distributions from the fund;
5. ADMINISTRATIVE PROVISIONS Notwithstanding anything herein to the
contrary, the Foundation shall hold the Fund, and all contributions to the Fund, subject to the;
provisions of the applicable Indiana laws and the Foundation's. Bylaws. The Board shall monitor
the distribution of the Fund, and shall have all powers of modification and removal specified. in
United States Treasury Regulation Section 1.170A-9(e)(11)(v)(B).
The Board agrees to provide the Founding Contributor and any Donor that has
contributed to the Foundation at least $10,000 a copy of the annual examination of the. finances
of the Foundation as reported upon by independent certified public accountants.
6. CONDITIONS FOR ACCEPTANCE OF FUNDS The Founding Contributor
and Donors agree and acknowledge that the establishment of the Fund herein created is made in
recognition of, and subject to, the terms and conditions of the Bylaws of the Foundation as from
time to time amended, and that the Fund shall at all times be subject to such terms and
conditions, including but not by way of limitations, provisions for:
(a) Presumption of Donors' intent;
(b) Variance from Donors' direction;
(c} Amendments.
7. CONTINUITY The Fund shall continue so long as assets are available in the
Fund and the purposes in the Fund can be served by its continuation. If the Fund is terminated,
the Foundation shall devote any remaining assets in the Fund exclusively for charitable purposes
that:
(a) are within the scope of the charitable purposes of the Foundation's Bylaws and,
(b} most nearly approximate, in the good faith opinion of the Board, the original purpose
of the Fund.
8. NOT A SEPARATE TRUST The Fund shall be a component part of the
Foundation. All money and property in the Fund shall be held as general assets of the Foundation
and not segregated as trust properly of a separate trust; provided that the Endowment shall be
allocated its pro rata share of the net earnings of the Foundation's Non-Permanent Pool, such
percentage interest being subject to adjustment at the time of each addition to, or reduction of,
assets in the Non-Permanent Pool.
9. ACCOUNTING The receipts and disbursements of this Fund shall be accounted
for separately and apart from those of other gifts to the Foundation.
10. INVESTMENT OF FUNDS The Foundation shall have all powers necessary, or
in its sole discretion desirable, to carry out the purposes of the Fund, including, but not limited
to, the power to retain, invest and reinvest tk~e Fund and the power to commingle the assets of the
Fund with those of other funds for investment purposes.
11. COSTS OF THE FUND It is understood and agreed that the Fund shall share a
fair portion of the total investment and administrative costs of the Foundation. Those costs
annually charged against the Fund shall be determined. in accordance with the then current fee
schedule identified by the Foundation as applicable to funds of this type. Any costs to the
Foundation in accepting, transferring or managing property donated to the Foundation for the
Fund shall also be paid from the Fund.
SPECIFIC PROVISIONS:
12. NAME OF THE FUND The name of the Fund shall be
JEFFERSONVILLE PARKS AND RECREATION FUND.
13. DONOR INTEREST AREAS .The Fund shall provide support as directed by the
Board for the following specific charitable or other tax-exempt purposes that are within the
meaning of Sections 170(c)(1) or (2)(B} and are consistent with the tax-exempt purposes of the
Foundation: City of Jeffersonville Parks and Recreation.
14. DESIGNATED FUND RE~R~SENTATIVE The Superintendent, City of
Jeffersonville Parks and Recreation, shall serve as the designated representative of the Fund in all
dealings with the Foundation regarding the Fund.
IN WITNESS WHEREOF, the Founding Contributor has executed this Agreement and
the Foundation has caused this Agreement to be approved by its Board of Directors and to be
executed by a duly authorized officer, all as of the day and year first above written.
FOUNDING CONTRIBUTOR
Signature
COMMUNITY FOUNDATION
OF SOUTHERN INDIANA, INC.
Laura Hansen Dean
President and CEO
Contact Information:
Name:
Address:
Phone:
E-Mail:
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