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HomeMy WebLinkAbout311051 5/9/2017 CITY OF CARMEL, INDIANA VENDOR: 371270 f f f f f f f ONE CIVIC SQUARE ARTISTS DEVELOPMENT COMPANY CHECK AMOUNT: $ 450.00' s `ra CARMEL, INDIANA 46032 324 W.MAIN STREET CHECK NUMBER: 311051 MItON L,O. CARMEL IN 46032 CHECK DATE: 05/09/17 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 854 4359025 100084 008 450.00 GALLERY WALK & ENTERT n n > < < W , G k § 3 0 ¢ q k ƒ ` S E - $ @ R _ n cr 0 �_ ® m D q 2 q q m A < 2 ƒ o / 0 � M o 0 g m 2 0 q q \ § -N ® m / < p 00 k n CP - > m 0 o SD. md � n k f 33^ § 2 D - z 2 O 4 2 CD 2 O § O C § = o ¥ » J $ 2 7 - 2 r z \ g Z c § % i n / / ƒ n o m ƒ § 8 ; \ & 2 } m R f § (D 0r)L / \ / } 2 $ ) 8 & . eSDJ 0 = � k / o g a k 4 CD 0 / / a CL CD ƒ § 3 0 7 , - e Q # 7 K Z § m C E ƒ / --I m k § § \ q cr \ f» # 7 > S. / & § k CK2 0 Zk // k k ƒ \ C a ) / ^ - D ƒ / 0 z » CL C/) \ a< f E 2 m° a 0 \/ ( / ( §� 0 > C) 7 � k \ m 0 \ n } 0 a � � 0 E ¥ ? ] i Ecr CO 3 / o a / C = E @ } p 0) 2. � k 2 � M / 8 PL e ] k k ^ / ( , s & * } k k CD D \ < P § � � k INVOICE Invoice ID: 0008 Issue Date: Apirl 20, 2017 Artists Development Company Due Date: May 16, 2017 324 W Main St,Carmel,IN 46032 Subject: Entertainment Bookings for May 2017 317-539-3131 info@arbstdevelopmentcompany.com For: The City of Carmel ITEM DESCRIPTION Date NAME AMOUNT TYPE Service Entertainment May 2017 Artist $1000.00 Bookings May, 2017 Development Company Subtotal $1000.00 Service Contracted Saturday,May Sara Kays $150 Entertainment-Gallery 13, 2017 Walk Service Contracted Saturday,May Emma Hedrick& $150 Entertainment-Gallery 13,2017 The Main Street Walk Jazz Band Service Contracted May 13 Casey $150 Entertainment-Gallery Harshbarger Walk Subtotal $450.00 TOTAL DUE $1,450.00 '\ l �M p 0 l®® C0'rN 1 PERFORMANCE AGREEMENT This Performance Agreement (the "Agreement"), which shall be effective as of the date it is last signed by a party hereto (the "Effective Date"), is now entered into by and between Artist Development Corporation ("ADC"), and Casey Harshbarger, an individual or entity authorized to do business in the State of Indiana and with offices located at 8655 Gunpowder Dr. Indianapolis .IN 46256 (address of the"Performer"). 1. Performance. The Performer shall provide the following live entertainment: Casey HarshbarQer at Second Saturday Gallery Walk(the"Performance") on May 13, June 10. and December 9 2017. (the "Performance Date"), from 5:00 P.M. to 9:00 P.M, at Carmel Arts & Design District, Carmel, Indiana (the "Venue"). The Performer shall provide all equipment necessary or desirable for the Performance, except that ADC shall provide: none Payment. ADC shall pay to the Performer the sum of $_150.00_ (the "Payment") upon payment to ADC by the City of Carmel, Indiana ("City of Carmel"), typically within forty-five (45) days of the Performance Date, which payment shall constitute all monies due and owing to the Performer from ADC for or related to the Performance. Non-Performance. If the Performance is cancelled by ADC at least thirty (30) days prior to the Performance Date, ADC owes no amount to Performer. If the Performance is cancelled less than thirty (30) days before the Performance Date, then ADC shall pay to the Performer the full amount of the Payment sum as specified in Paragraph 2 hereinabove. If the Performance is not provided by the Performer as specified in Paragraph 1 hereinabove, the Performer shall pay to ADC one-half of the Payment sum as specified in Paragraph 2 hereinabove. Sales. Neither ADC nor the Performer shall sell tickets or charge admission to the Performance. On the Performance Date, the Performer may, in conformance with the laws, rules, and regulations of the Venue, sell the Performer's merchandise at the Performance location, and the Performer shall retain all proceeds therefrom without contribution to ADC. Relationship. The Performer is not, and shall not be considered for any purpose to be, the employee of ADC or the City of Carmel. The Performer hereby agrees to indemnify and hold harmless ADC and the City of Carmel, and ADC and the City of Carmel's officers, officials, employees, agents, and attorneys, from and against all claims, suits, judgments, liabilities, losses, costs, and expenses (including, without limitation, reasonable attorneys' fees and court costs) that result from any claim for wages, benefits, or otherwise by any agent, employee, or contractor of the Performer or from any actions of the Performer and/or the Performer's agents, employees, or contractors at or regarding the Performance. License. The Performer hereby grants to ADC and the City of Carmel a license (the "License") to photograph, video record, or otherwise depict, in, on, or through any medium (whether print, digital, or other media format), the Performer and the Performance, for use by ADC and the City of Carmel in advertising or marketing ADC, the Venue, the City of Carmel, the Carmel Arts and Design District, and/or ADC-sponsored or ADC-related events.The License shall survive the termination of this Agreement. Indemnity. The Performer hereby agrees to indemnify and hold harmless ADC and ADC's officers, officials, employees, agents, and attorneys from and against all claims, suits,judgments, liabilities, losses, costs, and expenses (including, without limitation, reasonable attorneys' fees and court costs) that result from the Performance or the breach of this Agreement by Performer. Assignment.The Performer shall not assign this Agreement or any of its obligations hereunder. Copyright Permission. The Performer hereby agrees to obtain all necessary permissions from BMI, ASCAP, SESAC, or directly from the copyright holder(s) of all songs or other works that is not in the public domain and that will be part of the Performance, and hereby agrees to indemnify and hold harmless ADC, and ADC's officers, officials, employees, agents, and attorneys, from and against all claims, suits, judgments, liabilities, losses, costs, and expenses (including, without limitation, reasonable attorneys'fees and court costs)that result from the Performer's failure to obtain such permissions. 10. Compliance with Law; Lawful Orders. The Performer agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes applicable to the Performer's performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference. The Performer agrees to indemnify and hold harmless ADC from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules, regulations and codes.The Performer fufther agrees to comply with all lawful orders of ADC with regards to or related to the Performance. 11. Nondiscrimination. The Performer represents and warrants that it and all of its officers, employees, agents and contractors shall comply with all laws of the United States, the State of Indiana and Carmel, Indiana prohibiting discrimination against any employee, applicant for employment, or other person in the performance of the Performer's obligations under this Agreement with respect to their hire, tenure, terms, conditions and privileges of employment and any other matter related to their employment or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran status. 12. Governing Law; Lawsuits. This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana, except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over the same. 13. Iran Certification. Pursuant to I.C. § 5-22-16.5, the Performer hereby certifies that it does not engage in investment activities within the Country of Iran. 14. E-Verify. Pursuant to I.C. §22-5-1.7, et sea., as the same may be amended from time to time, and as is incorporated herein by this reference, the Performer hereby certifies that, to the extent the Performer has any employees, the Performer has enrolled and is participating in the E-verify program and does not knowingly employ any unauthorized aliens. Should the Performer violate Indiana's E-Verify law, the City may terminate this Agreement in accordance with therewith. 15. Force Majeure. If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrences, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates. 16. Miscellaneous. The indemnities set forth in this Agreement shall survive the termination of this Agreement. The invalidity or unenforceability of any term or condition of this Agreement shall not affect the other terms and conditions, and this Agreement shall be construed in all respects as if such invalid or unenforceable term or condition had not been contained herein. This Agreement constitutes the entire agreement between the Performer and ADC with respect to the subject matter hereof, and supersedes all prior oral or written representations and agreements regarding same. This Agreement may only be modified by written amendment executed by both parties hereto. The parties represent and warrant that they are authorized to enter into this Agreement and that the persons executing this Agreement have the authority to bind the party which they represent. The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain legal advice and the assistance of counsel throughout the negotiation of this Agreement, and enter into the same freely, voluntarily, and without any duress, undue influence or coercion. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: ARTIST DEVELOPMENT CORPORATION Performer's Legal Business Name Casey Harshbarger ("ADC") ("Performer) By: By: Blair Clark, President Authorized Signature Date: 4-12-2017 Patrick Casey Harshbarger Printed Name Patrick Casey Harshbarger Title FID/TIN: Last Four of SSN if Sole Proprietor: 1979 Date: 4-12-2017 If Minor: I represent, as parent or guardian of the Performer, we shall both be bound by the terms of this Performance Agreement. Signature of Parent of Guardian Printed Name artist development company PERFORMANCE AGREEMENT This Performance Agreement(the"Agreement"),which shall be effective as of the date it is last signed by a parry hereto (the "Effective Date', is now entered into by and between Artist Development Corporation ("ADC's, and SaraSara Kays, an individual or entity authorized to do business in the State of Indiana and with offices located at 6220 Strathaven. Noblesville, IN 46062(the"Performer"). L Performance. The Performer shall provide the following live entertainment: Sara Kays at Second Saturday Gallery Walk(the"Performance's on May 13th , 201,(the "Performance Date', from 5:QQ P.M. to Q:QQ P.M, at Carmel Arts & Design District, Carmel, Indiana (the "Venue"). The Performer shall provide all equipment necessary or desirable for the Performance,except that ADC shall provide: none 2. Payment.ADC shall pay to the Performer the sum of$_150.00_(the"Payment') upon payment to ADC by the City of Carmel, Indiana ("City of Carmel'), typically within forty-five (45) days of the Performance Date, which payment shall constitute all monies due and owing to the Performer from ADC for or related to the Performance. 3. Non-Performance. If the Performance is cancelled by ADC at least thirty (30) days prior to the Performance Date, ADC owes no amount to Performer. If the Performance is cancelled less than thirty (30) days before the Performance Date, then ADC shall pay to the Performer the full amount of the Payment sum as specified in Paragraph 2 hereinabove. If the Performance is not provided by the Performer as specified in Paragraph 1 hereinabove, the Performer shall pay to ADC one-half of the Payment sum as specified in Paragraph 2 hereinabove. 4. Sales. Neither ADC nor the Performer shall sell tickets or charge admission to the Performance. On the Performance Date, the Performer may, in conformance with the laws, rules, and regulations of the Venue, sell the Performer's merchandise at the Performance location, and the Performer shall retain all proceeds therefrom without contribution to ADC. 5. Relationship. The Performer is not, and shall not be considered for any purpose to be, the employee of ADC or the City of Carmel. The Performer hereby agrees to indemnify and hold harmless ADC and the City of Carmel, and ADC and the City of Carmel's officers, officials, employees, agents, and attorneys, from and against all claims, suits, judgments, liabilities, losses, costs, and expenses (including,without limitation, reasonable attorneys'fees and court costs)that result from any claim for wages, benefits, or otherwise by any agent, employee, or contractor of the Performer or from any actions of the Performer and/or the Performer's agents,employees, or contractors at or regarding the Performance. 6. License. The Performer hereby grants to ADC and the City of Carmel a license (the "License") to photograph, video record, or otherwise depict, in, on, or through any medium (whether print, digital, or other media format), the Performer and the Performance, for use by ADC and the City of Carmel in advertising or marketing ADC, the Venue, the City of Carmel,the Carmel Arts and Design District, and/or ADC-sponsored or ADC-related events. The License shall survive the termination of this Agreement. 7. Indemnity. The Performer hereby agrees to indemnify and hold harmless ADC and ADC's officers, officials, employees, agents, and attorneys from and against all claims, suits, judgments, liabilities, losses, costs, and expenses (including,without limitation, reasonable attorneys'fees and court costs)that result from the Performance or the breach of this Agreement by Performer. 8. Assignment. The Performer shall not assign this Agreement or any of its obligations hereunder. 9. Copyright Permission. The Performer hereby agrees to obtain all necessary permissions from BMI,ASCAP, SESAC, or directly from the copyright holder(s) of all songs or other works that is not in the public domain and that will be part of the Performance, and hereby agrees to indemnify and hold harmless ADC, and ADC's officers, officials, employees, agents, and attorneys, from and against all claims, suits, judgments, liabilities, losses, costs, and expenses (including, without limitation, reasonable attorneys' fees and court costs) that result from the Performer's failure to obtain such permissions. 10. Compliance with Law; Lawful Orders. The Performer agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes applicable to the Performer's performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference. The Performer agrees to indemnify and hold harmless ADC from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules, regulations and codes. The Performer further agrees to comply with all lawful orders of ADC with regards to or related to the Performance. 11. Nondiscrimination. The Performer represents and warrants that it and all of its officers, employees, agents and contractors shall comply with all laws of the United States, the State of Indiana and Carmel, Indiana prohibiting discrimination against any employee, applicant for employment, or other person in the performance of the Performer's obligations under this Agreement with respect to their hire, tenure, terms, conditions and privileges of employment and any other matter related to their employment or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran status. 12. Governing Law; Lawsuits. This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana, except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over the same. 13. Iran Certification. Pursuant to I.C. § 5-22-16.5, the Performer hereby certifies that it does not engage in investment activities within the Country of Iran. 14. E-Verify. Pursuant to I.C. § 22-5-1.7, et sea., as the same may be amended from time to time, and as is incorporated herein by this reference, the Performer hereby certifies that, to the extent the Performer has any employees, the Performer has enrolled and is participating in the E-verify program and does not knowingly employ any unauthorized aliens. Should the Performer violate Indiana's E-Verify law, the City may terminate this Agreement in accordance with therewith. 15. Force Majeure. If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the parry unable to carry out its obligations gives the other parry prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrences, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars. The excused parry shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable 2 control of a party if committed, omitted, or caused by such party,or its employees,officers, agents, or affiliates. 16. Miscellaneous. The indemnities set forth in this Agreement shall survive the termination of this Agreement. The invalidity or unenforceability of any term or condition of this Agreement shall not affect the other terms and conditions, and this Agreement shall be construed in all respects as if such invalid or unenforceable term or condition had not been contained herein. This Agreement constitutes the entire agreement between the Performer and ADC with respect to the subject matter hereof, and supersedes all prior oral or written representations and agreements regarding same. This Agreement may only be modified by written amendment executed by both parties hereto. The parties represent and warrant that they are authorized to enter into this Agreement and that the persons executing this Agreement have the authority to bind the parry which they represent. The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain legal advice and the assistance of counsel throughout the negotiation of this Agreement, and enter into the same freely,voluntarily, and without any duress, undue influence or coercion. IN WITNESS WHEREOF,the parties hereto have made and executed this Agreement as follows: ARTIST DEVELOPMENT CORPORATION Performer's Legal Business Name ("ADC") C'Performer) By: By: Blair Clark, President Authorized Signature Date: Sara Kays Printed Name Title FID/TIN: Last Four of SSN if Sole Proprietor: 9232 Date: 04/19/2017 If Minor: I represent, as parent or guardian of the Performer, we shall both be bound by the terms of this Performance Agreement. Signature of Parent of Guardian 3 artist development company PERFORMANCE AGREEMENT This Performance Agreement(the"Agreement"), which shall be effective as of the date it is last signed by a party hereto (the "Effective Date"), is now entered into by and between Artist Development Corporation ("ADC"), and Emma Hedrick/Main Street Jazz Band , an individual or entity authorized to do business in the State of Indiana and with offices located at 13257 Blacktern Way, Carmel, IN 46032(the"Performer"). 1. Performance. The Performer shall provide the following live entertainment: Main Street Jazz Band at Second Saturday Gallery Walk(the "Performance") on April 8. May 13, June 10. July 8, August 12, September 9 October 14 November 11, and December 9th , 20171(the "Performance Date"), from 5:00 P.M. to 9:00 P.M, at Carmel Arts & Design District, Carmel, Indiana (the "Venue"). The Performer shall provide all equipment necessary or desirable for the Performance, except that ADC shall provide: None 2. Payment. ADC shall pay to the Performer the sum of$_150.00_(the"Payment") upon payment to ADC by the City of Carmel, Indiana ("City of Carmel"), typically within forty-five (45) days of the Performance Date, which payment shall constitute all monies due and owing to the Performer from ADC for or related to the Performance. 3. Non-Performance. If the Performance is cancelled by ADC at least thirty (30) days prior to the Performance Date, ADC owes no amount to Performer. If the Performance is cancelled less than thirty (30) days before the Performance Date, then ADC shall pay to the Performer the full amount of the Payment sum as specified in Paragraph 2 hereinabove. If the Performance is not provided by the Performer as specified in Paragraph 1 hereinabove, the Performer shall pay to ADC one-half of the Payment sum as specified in Paragraph 2 hereinabove. 4. Sales. Neither ADC nor the Performer shall sell tickets or charge admission to the Performance. On the Performance Date, the Performer may, in conformance with the laws, rules, and regulations of the Venue, sell the Performer's merchandise at the Performance location, and the Performer shall retain all proceeds therefrom without contribution to ADC. 5. Relationship. The Performer is not, and shall not be considered for any purpose to be, the employee of ADC or the City of Carmel. The Performer hereby agrees to indemnify and hold harmless ADC and the City of Carmel, and ADC and the City of Carmel's officers, officials, employees, agents, and attorneys, from and against all claims, suits, judgments, liabilities, losses, costs, and expenses (including, without limitation, reasonable attorneys' fees and court costs) that result from any claim for wages, benefits, or otherwise by any agent, employee, or contractor of the Performer or from any actions of the Performer and/or the Performer's agents, employees, or contractors at or regarding the Performance. 6. License. The Performer hereby grants to ADC and the City of Carmel a license (the "License") to photograph, video record, or otherwise depict, in, on, or through any medium (whether print, digital, or other media format), the Performer and the Performance, for use by ADC and the City of Carmel in advertising or marketing ADC, the Venue, the City of Carmel, the Carmel Arts and Design District, and/or ADC-sponsored or ADC-related events. The License shall survive the termination of this Agreement. 7. Indemnity. The Performer hereby agrees to indemnify and hold harmless ADC and ADC's officers, officials, employees, agents, and attorneys from and against all claims, suits, judgments, liabilities, losses, costs, and expenses (including,without limitation, reasonable attorneys' fees and court costs)that result from the Performance or the breach of this Agreement by Performer. 8. Assignment. The Performer shall not assign this Agreement or any of its obligations hereunder. 9. Copyright Permission. The Performer hereby agrees to obtain all necessary permissions from BMI, ASCAP, SESAC, or directly from the copyright holder(s) of all songs or other works that is not in the public domain and that will be part of the Performance, and hereby agrees to indemnify and hold harmless ADC, and ADC's officers, officials, employees, agents, and attorneys, from and against all claims, suits, judgments, liabilities, losses, costs, and expenses (including, without limitation, reasonable attorneys' fees and court costs) that result from the Performer's failure to obtain such permissions. 10. Compliance with Law; Lawful Orders. The Performer agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes applicable to the Performer's performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference. The Performer agrees to indemnify and hold harmless ADC from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules, regulations and codes. The Performer further agrees to comply with all lawful orders of ADC with regards to or related to the Performance. 11. Nondiscrimination. The Performer represents and warrants that it and all of its officers, employees, agents and contractors shall comply with all laws of the United States, the State of Indiana and Carmel, Indiana prohibiting discrimination against any employee, applicant for employment, or other person in the performance of the Performer's obligations under this Agreement with respect to their hire, tenure, terms, conditions and privileges of employment and any other matter related to their employment or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran status. 12. Governing Law; Lawsuits. This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana, except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over the same. 13. Iran Certification. Pursuant to I.C. § 5-22-16.5, the Performer hereby certifies that it does not engage in investment activities within the Country of Iran. 14. E-Verify. Pursuant to I.C. § 22-5-1.7, et seq., as the same may be amended from time to time, and as is incorporated herein by this reference, the Performer hereby certifies that, to the extent the Performer has any employees, the Performer has enrolled and is participating in the E-verify program and does not knowingly employ any unauthorized aliens. Should the Performer violate Indiana's E-Verify law, the City may terminate this Agreement in accordance with therewith. 15. Force Majeure. If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrences, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates. 2 16. Miscellaneous. The indemnities set forth in this Agreement shall survive the termination of this Agreement. The invalidity or unenforceability of any term or condition of this Agreement shall not affect the other terms and conditions, and this Agreement shall be construed in all respects as if such invalid or unenforceable term or condition had not been contained herein. This Agreement constitutes the entire agreement between the Performer and ADC with respect to the subject matter hereof, and supersedes all prior oral or written representations and agreements regarding same. This Agreement may only be modified by written amendment executed by both parties hereto. The parties represent and warrant that they are authorized to enter into this Agreement and that the persons executing this Agreement have the authority to bind the party which they represent. The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain legal advice and the assistance of counsel throughout the negotiation of this Agreement, and enter into the same freely, voluntarily, and without any duress, undue influence or coercion. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: ARTIST DEVELOPMENT CORPORATION Emma Hedrick/Main Street Jazz Band ("ADC') ("Performer") By: By: Blair Clark, President Authorized Signature Date: Printed Name Title FID/TIN: Last Four of SSN if Sole Proprietor: Date: If Minor: I represent, as parent or guardian of the Performer, we shall both be bound by the terms of this Performance Agreement. Signature of Parent of Guardian Printed Name 3