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Home My WebLink About328230 07/31/18 o^% ��"� CITY OF CARMEL, INDIANA VENDOR: 371270 j ® i1 ONE CIVIC SQUARE ARTISTS DEVELOPMENT COMPANY CHECK AMOUNT: S.....**400.00* s. a' CARMEL, INDIANA 46032 324 W.MAIN STREET CHECK NUMBER: 328230 9�"�ise�` CARMEL IN 46032 CHECK DATE: 07/31/18 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 854 4359025 101472 201812 400.00 ENTERTAINMENT BOOKING I VOUCHER NO. WARRANT NO. Prescribed by State Board of Accounts City Form No.201 (Rev.1 995) 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 $400.00 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 201812 43-590.25 $400.00 1 hereby certify that the attached invoice(s),or 7/13/18 201812 $400.00 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 Tuesday,July 24,2018 lt`l� 'Y. f4'aZ__ 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_:I D:2018.12: Issue:.Date: July 13, 20.18 Artists Development Company Due Date: September 1 2018 324 W Main St,Carmel,IN 46032 317-539 3131 Subject:.Entertainment Bookings for August. info@artistdevelopmentcompany.com For: The City.of:Carmel ITEM DESCRIPTION Date NAME : : AMOUNT' TYPE Service :. Contracted:. :Saturday, '.. Circle City,Steel $1.00 Entertainment August 11, (Andrew Moore)- Gallery Walk' 2018 Service :. Contracted . Saturday, Molly-Jones: : $200 Entertainment August 11, Gallery Walk ' 2018 . . . rY .W Service Contracted Saturday, Rosie Inman $100 Entertainment August.11, GalleryWalk . 2018: TOTAL DUE $400:00 F Il z 1 af r i . . . . . . . . .. . .. . . t eve pop me n om pctny� PERFORMANCE AGREEMENT Second Saturday=Gallery Walk- Thin Performance Agreement(the'`Agreement"),'which shall be effective at-ofthedate itis last signed by.a party hereto ,(the"Effective Date")", is now entered into by and between Artist Development Cor o a ion ("ADC" and an individua .or -1 entity authorized to do business in the State of Indiana and with offices located at . . � (address of the. Performer`). .. 1. Performance:The Performer shall rovide the following live entertainment: MaIL J.one _on arch t0, c Au Q,1 (the"Performance.Date'°), tc��J P.Cvt. at,. harmel Arts& Desi n District Carmel Indian (the-"Venue"). The,Performer shall provide all.equipment:necessar .or desirable for the Performance; except thatADC shall- provide.m..,. . 2.:. .Payment.:AD.0 shall pay to the Performer:the total sum of y20.@each 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 dueand owing to the Performer from ADC for or related to the Performance. 3:_ Non-Performance. if the Performance-is cancelled by AD.0 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.Performanceis not.provided by=the,-Performer :as-.specified h.Paragraph1 hereinabove; the.Performer shall pay'to ADC one-half of the Payment-sum as specified jn Paragraph-2 hetei.nabove. 4.. -.Sales. Neither.ADC northe Performer Shall sell.tickets or ch.arge 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 notbe:considered for any purpose to be, the employee of ADC or;the. City of Carmel ,The Performer,hereby.agrees to indemnify_and hold hiarmless.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 imitation; 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 actionsof 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'Gity 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.Rertormance, 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 agrees. to indemnify .and hold.harmless.ADC and .ADC's officers, 'officiials, . employeem s; agents,; and .attorneys froand 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, . SESAG,.or.directly:from:the copyright holder(s) of all songs or other works. that isnot in.the public domain and,tfiat o will:be part of the: Performance, and hereby agrees.'to'. indemnify.and hold.harmless ADC, and AD:Cs.'officers; officials, employees; 'agents.,_:and.attorneys, from'and,against all'.claims, suits,.judgments; -liabilities, losses, cos 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. Performeragrees to complywith,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, olor;sex;-handicap; national origin, ancestry, 'age, disabled veteran status and/or.Vietnam era veteran status: 12:, Governing Law; :LaWsbitS. 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.G.- §.22=5-1.7, .et sep., as the- same may .be amended from .time:to time;-and as:is incorporated herein.by.this_:reference;.the-.Perfo.rmer.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 lunauthorized.aliens. Should the Performer violate:Indiana's.E-Verify law; the City may terminate.this Agreement . in-accordance with:.therewith; 1'5. Force Majeure.;If performance of this Agreement'or any obligation under this Agreement is prevented, restricted, or interfered with bycauses 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-othersimilar 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-performa*nce.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 committed, omitted, or caused by such party; or:its employees,-officers, agents; or affiliates: 1.6. 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 . conditions- and this Agreement shall be construedin all respects as if such ihvalid.or unenforceable term or:condiition hada not been contained herein. This Agreement constitutes the entire;agreement between the Performer and ADC With respect to the subject matter, hereof, aril su ersedes all pnor oral:or written re resentations and a reements_ .. p . P 9. 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 Agreemerit 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; theparties hereto have made andexecuted this,Agreement as follows: ARTIST DEVELOPMENT CORPORATION Molly Jones. ("Performer") By: By:. - Blair.Clatk,President Autho sign atu� .. Date: 2=9-2018.. Printed Name i Title. FID/TIN: Last Four of SSN if Sole Proprietor: Date:. .. I - If Minor: repres ent,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 ,artist dwelopmen# company PERFORMANCE AGREEMENT Second.Saturday:Gallery Walk. . This Performance Agreement(the"Agreement");which shall be effective as of the date itis last signed by.a party hereto. (the"Effective Date"),.' now.entered,into by and between Artist Development Cor oration "ADC"),'and-an individual.or entity authorized.to do,business.in the,State of l.ndiana and with,offices located at 652E 13`'Street Indiana nlis tN 462 1 (address of the"Performer°).. 1 Performance:The Performer shall provide the following live entertainment:,*ircl"e Gity Stee.on.. ri ,Jut, 1 an ff u ust 20►1 - (the".Performance Date''); I . .to at, �arme!Arts & Desi i, District Carmel Indian (th:e ."Venue").:The Performer shall provideall,equipment necessary or desirable fo.r.the*Performance., except.that ADC. . . shall rovide: Nan ::2.. .134.ment::ADC shall Pay:to the Performer_the total,sum of10.0 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 or related to.the Performance. 3. Non-Performance.If the Performance-is cancelled: by'ADC at lea st.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. N.either:ADC nor the Performer shall sell:tickets or chargeadmission_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 bold harmless.ADC and the Gity:of Carmel, and ADC and the City-of Carmel's, officers; officials, employees,; agents, and attorneys, from and against all:claims, suits, ud ments,,liabilities,:losses,.costs, and ex enses includin , without limitation,.reasonable.attorneys fees and court: 1. 9 . p_ .(including, Y 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:'Perforrrier hereby grants to ADC and the Cityof Carmel.a:license (the"License") tophotograph,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, `officiials, 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 o.r 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 fromBMI;:ASCAP,-- SESAC,:or.directly from the copy right.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.andhold.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. 110. Compliance with Law; ,Lawful Orders.. .The Performeragrees 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;' acid allrelevant.provisions.thereof aro: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 Nonditcriminati.on., The Performer.represents and, warrants that it and.all of its :officers;: employees; agents and confractors.shall-comply with-: all laws.of the United States,. the,�State of.Indiana and Carmel;.,lindiana 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 toAheir employment or subcontracting, .because of race,_religion, color. sex, handicap; national origin,ancestry, age,.diisabled 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.provis ons: the parties agree..that; in the event a lawsuit is.filed hereunder,,they,waive:their..rig ht 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. § 5-22-16.51 the Performer hereby certifies that it does not engage in investment activities within:the,Country of:lran.. 14..E-Verify. .Pursuant to 1.C.' §.22-5-1.7:, .et sec.,- as the same.may:.be amended from ji me: 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.bliens. Should the Performer violate Indiana's E=Verify law; the City may ferminate.this Agree.rrient :. in.accord anceWith.therewith; 15. Force Majeure. If performance of this Agreement or any obligation under this Agreement it prevented, restricted-,:or interfered.with.-by-causes beyond either party's reasonable control.("Force Majeure"),'and if the.party Unable tocarry 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:othersimilar occurrences,.orders or acts of military or .civic 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: I.S. 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 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 orwritten.representations and agreements. reotding same: This Agreement may only_be modified.by written amendment executed by both.parties hereto:The parties,represent,and warrantthat'they are authorized to enter into this Agreement'and thatahe.persons executing this Agreement have:the authority to bind:the party which they represent.The parties warrant that 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 orcoercion. :. IN WITNESS.WHEREOF,the parties:hereto have made and,executed this Agreement as.follows: ARTIST DE1IELOPMENT CORPORATION Circle.City.Steel=.Andrew Moore. (4ApC„). ("Performer”) : By:' By: Blair.Clark, President. - : Authorized Signet e Dater '2-6=2018 �41 Printed Name: Title .. FID/TIN: Last Four of:SSN if Sole Proprietor: AV p . Date: ` ��D If .Minor: 1 repres ent,,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. . art d eve I agmen t company PERFORMANCE AGREEMENT . Second.Saturday Gallery.Walk_ This Performance Agreement(the"Agreement");which shall be.effective as of date itis last signed by,a party hereto.. (the"Effective Date"),,is entered into by:and between Artist Develop men#Cor oration "ADC and an individual.or entity authorized_to do business in the.State of'lndiana and with.offices located at 628 Belfair Court Zionsville IN 46'0 (address of the"Performer"). 1. :Performance.The Performer shall provide the following live entertainment: R se In a .on aturda Au ust 11 FQ�1 (the"Performance Date"),RUM to 9 PJK4q at;tC•ar el Arts& Desicrn ©District. Car el. Indian (the"Venue"). The Performer shall provide all:equipmentnecessary or:desirable:forthe.Performance;.except that ADC shall.provide: Non '::2.: Payment.:ADC shall payto the Performer=the total.sum of 0:0 upon payment to.ADC by the City.of Carmel,.lndiana.. ("Cityf:.oCarmel"), 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 Perfomi6nce:is cancelled by:ADC at least thirty.(30) days_-0 rir t0 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 its 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 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.Perfoirher 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 Pertormance,,for use by.ADC and the Cityof.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 agreesto indemnify and hold.harmless. .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 this PecFormance or the breach of this Agreement by Performer. 8. Assignment.The Performershall-not assign this Agreemerit or any-of its obligations.hereunder: 9. Copyright .Permission. The Performer' hereby-agrees.to. obtain:alFhecessary. permissions-from.BMI;:ASCAP; SESAC,:or.directly from:the copyright holders) of all songs or other works that isnot in the public.domain.and.that will be part of the Performance, and .hereby agrees. to: indemnifyand: hold.harmless ADC, and ADC's officers. officials,.employees; agents,:and.attorneys,:from and,against alLdlaims, suits;.judgments; liabilities,.losses, costs,- and expenses (including, -without limitation, reasonable attorneys'-:fees and. courtcosts) that result.from. the. Performer's failure to obtain such.permissions. .10. Compliance with Law; Lawful Orders.-The Performeragrees. to comply:with,all federal, state and .local laws, executive orders; rules,:regulations and codes applicable:to the Performees.perfomriance of its obligations under this Agreement; and all relevant provisions.thereof are;incorporated:Herein.tiy.this reference: The Performer areesao '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„ theState. 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:V'ietnam 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 jurytrial;,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:certifes.that it does not engage in-investment activities within the Country of:Iran. 14..E-Verify:-Pursuant`to I.C. §.227571-7. jgt seg, 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 Js 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 ter mihate this Agreement in.accordance with therewith: IS. 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 terms Force Majeure shall:include; without limitation, acts.of.God, fire, expiosion,.Vandalism,:storm or other similar occurrences, orders or,acts of mllitary 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 wheneversuch causes are removed or ceased.An act.&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: I.S. 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 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 thatthey have read.this Agreement and understand it, have had the opportunity to obtain legaladvice 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 Rose Inman (-ADC-) . ("Performer") By: By: :Blair.Clark,President Authorized Signature. Date: 5-12-2018 Printed Name Title FID/TIN: Last Four of-SSN..if Sole Proprietor: Date: f Minor• represent, as parent or guardianof the Performer,w hall both be bound b the terms of this Performanc regiment. Min Inmon i nature of Parent of Guardia �Br►�Gli i i i rinted Nam P ate: 3