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Home My WebLink About326686 06/29/18 '/ � CITY OF CARMEL, INDIANA VENDOR: 371270 ``e ONE CIVIC SQUARE ARTISTS DEVELOPMENT COMPANY CHECK AMOUNT: $*******600.00* r. CARMEL, INDIANA 46032 324 W.MAIN STREET CHECK NUMBER: 326686 �.y`,�./r CARMEL IN 46032 CHECK DATE: 06/29/18 ETON 4�. DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 854 4359025 101472 201808B 600.00 ENTERTAINMENT BOOKING VOUCHER NO. WARRANT NO. Prescribed by state Board of Accounts City Form No.201 (Rev.1995) Vendor# 371270 ALLOWED 20 ACCOUNTS PAYABLE VOUCHER ARTISTS DEVELOPMENT COMPANY LLC IN SUM OF$ CITY OF CARMEL 324 W. MAIN STREET An invoice or bill to be properly itemized must show:kind of service,where performed,dates service rendered,by whom,rates per day,number of hours,rate per hour,number of units,price per unit,etc. CARMEL, IN 46032 Payee $600.00 ON ACCOUNT OF APPROPRIATION FOR Purchase Order# Community Relations Terms Date Due PO# ACCT# DATE INVOICE# DESCRIPTION DEPT# INVOICE# Fund# AMOUNT Board Members DEPT# FUND# (or note attached invoice(s)or bill(s)) AMOUNT 101472 201808 43-590.25 $600.00 1 hereby certify that the attached invoice(s),or 6/10/18 201808 $600.00 1203 854 1203 854 bill(s)is(are)true and correct and that the materials or services itemized thereon for which charge is made were ordered and received except Thursday,June 21,2018 _tLAI-� 'Y' f4l_� Heck, Nancy Director I hereby certify that the attached invoice(s),or bill(s),is(are)true and correct and I have audited same in accordance with IC 5-11-10-1.6 20 Cost distribution ledger classification if claim paid motor vehicle highway fund. Clerk-Treasurer INVOICE Invoice:ID:201808 Issue:Date; June 1.0, 2018, Artists Development Company - Due Date:August 1, 2018 Main St,Carmel,IN 46032. 324 W Mai Sutject: Elltertalnment BOOI(In S for JUl 317-539-3131 . g y info@artistde4elopmentcompany.coim For:_The.City.of Carmel _ITEM DESCRIPTION.. ' :Date NAME AMOUNT . TYPE Service. :. Contracted Saturday, - 'Dianna.Davis $200 _ Entertainment July 14, Gallery Walk 20.18 Service : Contracted :Saturday,.', '.C.ircle.City-Steel $100 Entertainment July.14. (Andrew Moore): Gallery Walk . .2018 . Service Contracted Saturday, Main:Street Jazz .$300'. Entertainment-.. .,: :Jul 1�4; 'Barid Gallery.Walk 2018 . ' TOTAL.DUE: : .. $600.00 10� 71, 1 orti- t devil dement . .. . . :. .. . . . �.� ,compony .. PERFORMANCE AGREEMENT Second Saturday:Gallery.Walk: :: This Performance:Agreement(the:°Agreement°),which shall be:effective as.of the date it is-.last signed_by a.party hereto- (the"Effective Date"), is now entered into by and between Artist Development Corporation.("ADC")', and.anindividual or .. entity:authoeized to do:business in the:State:of Indiana and with offices.located at M 652E I 11f Street I T,rd i TM—55 o I i 7V Ilu4. 2+1 (address of the„Performer'). 9. Perfo[mance..The Performer shall providethe-following live.entertainment: Circle Cit, Stee on _ ril 1$ JuL 14 an u us 11 fl1 (the"Performance Date"),' P.M.to 9 P.M. at,Ca el Arts&Desitin District. Car el. lmdian (the:: "Venue").The Performer:shall provide all.equipment necessary or desirable for the eirforniance; except that ADC shall provide: Nan 2. Payment.ADC shall pay to the Performer thetotal sum of �1Q.0 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 oe related to.the P.erforrhance.. 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 Perforrriance. 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 Performershall retain all proceeds therefrom without contribution to ADC. 5. Relationship. The Performer is not, and shall not be considered.for any,purposeto,.be, the employee of ADC or the City of Caramel. The Performer hereby agrees to indernnify andhold: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 aftorneys'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 acid 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-thebreach.of this Agreement by Performer. 8: Assignment.The Performer shall notassign 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 holders):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 vvitfi--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:Pertormer agrees to indemnify'arid hold harmless ADC from ;any loss,:damage-and/or.'liabilityresulting from anysuch.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 I idiiana 'anal Carmel,:India.n.a prohibiting discrimination against any. employee;,applicant for.employment, o(,other persona'in the performance._of the Performer's obligations under this. Agreement with respect:to their hire,'teriure; terms, conditions.and.privile- ges 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. GOVerningaLaw'.Lawsuits. This Agreement:is to be Construed ih 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 except hereunder—they .waive their=right to a.jdry.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 jurisdictiori 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 Irah. 14. E=Verify-. Pursuant to. 1.G..:§ 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.lndiana's-E=Verify law; the.City may terminate-this Agreement in accordance with therewith:.- 15. Force.Majeure: If erformance of this Agreement,or any obligation under this Agreement is prevented;.restricted,.or interfered with-by causes beyond eith6r'partV'6 reasonable control("Force_Majeure"), and if thepartyuriable to carry out its obligations gives the.other=party prompt writ#en.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.shalt-include, Without limitation;.acts.of God; fire;explosion,.wandalis..n 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 actor omission shall.be deemed.within the reasonable control of a,party if corrimitted,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 2. invalidity or unenforceability-of .any Cerin .or condition_of this Agreement:shall .not :affect:the _other terms and conditions, arid this Agreement shall be:construed in all respects as.if such invalid or unenforceable term or condition had hot-,been'contained.hereiri:.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 Agreerhent and that.the persons:executing this Agreernent,tiave the authority to bind:the-paq. which they represent The.partieswarrant.that they haye.ead this Agreement and understand it,. have .had ahe. opportunity:to.obtain legal. advice and L the asof counsel throughout the negotiation of this treement;-arid:eriter into the same freely, voluntarily, and without any duress, undue_rnfluence or coercion. IN WITNESS:WHEREOF,the:parties bereto have:made and executed this Agreement As follows: ARTIST DEVELOPMENT CORPORATION Circle:City.Steel.-Andrew Moore (",ADC"). ("Performer"): _ By'.. Blak-Clarki President Authorized Sign e -Date:- 2... lOI hSl�P :AQP Printed Na... Title FID/TIN: Last Four of SSN if Sole Proprietor: Date: /ld If:Minor: tepresent,as parenf orguardian'of the Performer,.we shall both be.bound:by the terms of this:Performance Ag reement.. Signature of Parent of.Guardian Printed:Name Date: .: 3. AevPMe oen compony PERFORMANCE AGREEMENT Second Saturday:Gallery Walk - . . 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 nowwhtered into.by and between.Artist Development-Corporation.("ADC"), and an.individual or .. entity authorized to do business in the State:of lndiana and,with officesa ated at=3& Guilford Ave. Lndianapolis l 522 .(address of the"Performer):. 1.- Performance..The.Performe.r shall provide the following lKie-entertainment Diamma Daui .on Marcia 1Q.Atanil 14„ Ma 12 June 9 and Jule 14 2D7 the"Performance Date°), 5 P.M,to 9 P,M. at; �arme!Arts & Desi m Qis riot Car "ill lmdian (the."Venue").The Performer shall provide all equipment necessary,or desirable for the Performance, except thatADC shall provide: No E 2. .Payineiit. ADC shall pay to.the Performer the total Sum:of X200 per performance,upon payment to ADCby the City - of'Carmel, Indiana:("City of,Carmel"),:.typically-within forty4we-(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-P.erformance::If the Performance:is cancelled:by:.ADC at least thirty(30).days priorto.the Performance Date;:: ADC owes: 'no amount .to.. Performer.. If the Performance JS r :cancelled lesSr ahan.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:Jf the':Performance,:is::not .provided by.the Performer.as_ specified :in Paragraph: 1.: hereinabover the:Performer-shall pay to-ADC one-half of the.Payment sum'as specified in Paragraph 2 hereiriabove: 4. Sales.:.Neither.ADC:not the Performer shall sell tickets or charge admission to-the:Performance. On:the Performance: Date,-the Performer may, in: n conformance.with the laws, rules, and_regulations of the Venue; sell the.Perfonner'S merchandise at the_Performance.location, and the.Performer shall-retain all proceeds therefrom Without'contributio.n to"ADC S. Relationship. The Performer is not, and ahall not.be considered.for.any proose.to be,:ther employee of ADC or the City of.Carmel. The:Performer hereby agrees to,inderrinify 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 Pe formarice: . 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 acid the Performance,.for use by ADG and the City of Carmel in advertising.o:r marketing ADC, the-.Venue' the City of Carmel; the Carmel Arts and Design.District,and/6.r 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 directlyfrom the copyright holders .of all sons or,other works that.is not in the.public domain.and that O. 9 p Will be part.of the Performance; and hereby agrees to indemnify. and hold harmless ADC, and ADC's.off,icers, . :against. judgments'. . iabilite , lossecostofficials, employees, :a ents, and attorneys from and all claims, suits, s,_ 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. td. 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-arid codes. The Performerfurther agrees to_comply with all lawful orders of ADC with regards to or,related t6the Performance: 11. Nondiscrimination. The Performer represents and warrants that,it and all of its.offcers; 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 theiremployment:or subcontracting, because of race, rdligion, color, sex, hardicap, national origin,-ancestry, age, disabled veteran status and/orVietnam era.veteran status. -12. Governing.Law,'.Lamm -This.Agreement.is to-be constr.:ued in accordance with and governed by the laws of the State .of Indiana; exceptfor its conflict of'.laws-'provisions. The. parties-agree that, in the".event a lawsuit.is filed Hereunder, they .waive theirright'to a jury.trial; agree._to file any:such lawsuit in.an:appropriate court in Hamilton County, Indiana only;and agtee that such court is-the' appropriate.venue for and has jurisdiction over the same, 13.Tan .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 ehrolled;and.is participating. in the E-verify program and does not."knowingly'.employ any unauthorized aliens: Shiould the Performer violate-Indiana s-E-Verify law;the.City may terminate-this Agreement in accordance with therewith.. 15: Force Majeure. If.perfoemance OfAhis.Agree ment or any obligation under thisAgreement is preverite'd,.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.otherpartypromptwntten.hotice of such event,-thenthe obligations ofthe 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, fre; 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 n.on-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 2 invalidity. or unenforceability.of any term. or condition of this Agreement shall not affect the-other terms and co, 10 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 tie 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 warrantthat they have read-this Agreement and: understand it, :have.had the opportunity to obtain legal advice and the assistance of"counsel throughout thea 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: ADianna Davis RTIST DEVELOPMENT CORPORATION ('.ADC`') CPerformer'`). By: - By: Blair Clark,:President Authorized-Signature Date:: 2-14-201.8 Dianna Davis: Printed Name . Musician.. Title. FID/TIN: Last Four oof SSN.if Sole:Proprietor:: 4470 Date: 2/15/18 If Minor: . . - 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 Date: 3 development company PERFORMANCE AGREEMENT Second Saturday:Gallery.Walk':. Tliis Performance:Agreement(the:"Agreement"),'whichshall 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 an.ind[vidual or .-. entity.autho.rized to do business-inahe:State:of Indiana:and with'offices:located at 13257 Blacktern way. Ga.mel. IRI a,603 (address of the„Performer'): 1.. Perforrnance..The:Performer shall provide the following live-e-ntertainment. Main S1T7e1t Jazz B9nd4 on arch 10 Ma 1 amd J ( 1_4 Ort (the"Performance.Date'},: P.M.tca 0!� at, Car. el Arts&D_esi n District Carmel Indiam (the"Venue").The.Performer shall.provide all equipment necessary.or desirable for.the:Performance,.except that ADC shall provide Non .2. Payment.ADC shall pay:to:.the Performer the total sum:of300, ger nerfor anc .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 ao the.Performance: 3. Non-Performance:-lf the Performarnce.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: of the :Performance.Js::nct .provided :by the Performer as. specified Paragraph. 1 hereinabove;the:Perfotm6r:shall pay to.ADC'6hp7half.of.th'e Payment sum as`specified in Paragraph 2 her6iriab6ve. 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 orthe : City of.CarmelThe 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 exp:enses..(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 P.erforrner 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")10 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-rela_ted events. The License shall survive the termination:of this Agreement. 7. Indemnity::The Performer: hereby agrees-to .indemnify and hold harmless ADG .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 Performershall 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.Performers 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 liabillty'resulting from any such-violation of such laws,.orders rules, regulations and codes.-The Perforimerfurther.agrees to comply:with all lawful orders of ADC with regards to or.related-to=the Performance: .11. Nondiscrimination. The Perforriier represents and warrants that-it and all of its.-officers employees, agents and contractors.shall.com I with all laws of the United.States, the-State of In.diaria anal Carmel,1ndiaria rohibitin p Y 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,'teriure; terms, conditions.and privileges of employment and.any_other-'matter related to their"employment-or subcontracting, because'of race, religion;_color, sex, handicap, nationalorigin, ancestry, age; disabled veteran status and/orUietn.am era.veteran status. 1.2. Governing.Law; Lawsuits. This.Agreement..is to-lie construed :in accordance:with andgoverned by the laws,of the State .of:Indiana, except-for its_.conflict of'.lavas provisions. The parties agree that, in-the-.event a lawsuit is filed hOreunder;..they .waive their right to a.jurytrial, agree.to file anyauch 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=46.5; the Performer hereby certifies that it does not engage in investment- activities within the Coiantry.of Iran. '14. E=Verify. Pursuant to. I:C. § 22=.5-1;7, et_"sea., as:the same .niay. .be amended from time to,time, and-as is incorporated herein.by this reference.; the Performer. hereby certifies #hat;--to :the extent .the Performer has any employees:;'.the Performer:has enrolled.and.is participating. in the E-verify progra..m and.does not.knowingly.employ any unauthorized aliens.Should.the Performer violate.lndiaha'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 givet.the.other:partypro.mpt written notice Of such event,:then,the obligations ofthe 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.natiorial emergencies, insurrections, riots; or wars.The excused party shall use reasonable efforts under the'circumstances to avoid or,remove such causes of n6ri-performance and shall proceed to,perform Withreasonable:dispafch whenever such causes are removed orceased.An.actor omission shall be deemed.within the reasonable controlof 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 2 IRWITNESS WHEREOF,the parties"hereto:have:madd and executed this Agreement as follows:.. ARTIST.DEVELOPMENT CORPORATION Main Street Jazz:Band " By: : By: Blair Clark; President. Authorized Signature Date 4=12-2017 _ Printed`Name . .. Title FIDITIN:. . Last Four of SSN rf Sole Proprietor �� Date If Minor: . repre sent, as parent or guardian of the Performer, we.. sh al o th be bound by the terms of this Performance /�greem,�ent• : Signatur of Parent:of Guardian Printed Name: Date: l 3