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HomeMy WebLinkAbout329156 08/27/18 y "� CITY OF CARMEL, INDIANA VENDOR: 371270 j; ONE CIVIC SQUARE ARTISTS DEVELOPMENT COMPANY CHECK AMOUNT: $*******400.00* s• � CARMEL, INDIANA 46032 324 W.MAIN STREET CHECK NUMBER: 329156 '�"�TON�°'` CARMEL IN 46032 CHECK DATE: 08/27/18 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 854 4359025 101472 2018013A 400.00 ENTERTAINMENT BOOKING VOUCHER NO. WARRANT NO. Prescribed by state Board of Accounts City Form No.201 (Rev.1995) Vendor# 371270 ALLOWED 20 ACCOUNTS PAYABLE VOUCHER ARTISTS DEVELOPMENT COMPANY LLC IN SUM OF$ 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 $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 2018013 43-590.25 $400.00 1 hereby certify that the attached invoice(s),or 8/16/18 2018013 $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 Wednesday,August 22,2018 _fbal� 'Y. 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: 2018013- Issue:.Date:-August 16-2018. ArtistsDevelopment Company . Due Date: September 16; 2018 324 W Main St,.Carmel,IN 460.32. 3131 Subject:,Entertainment-Bookings for August - - f in o@artistdevelopmentcoinpany.eom - For: The City of:Carmel. . ITEM DESCRIPTION.. Date NAME AMOUNT , TYPE . . Se bei, Rose hrnan-: $100.00 rvice :. .,Gallery walk. Septem performance sth 2018. Kassey King w $150:00. . September 2018 Samantha Dietrich $150:00 b . - . TOTAL DUE 1 i artist d eve o pmen t company ., .: PERFORMANCE AGREEMENT = Second Saturday Gallery Walk This Performance Agreement(the"Agreement"),-which shall be effective as- of the­date itis last signed by'6 party hereto (the Effective Date"), is now entered into by and between Artist Development Corporation_(.",ADC"), and n:rndi idual of tity authori ed to do business in.the-State,of Indiana and with.offices located at Uf �o" ( lim P��A�� � ; r,(address,of the..Performer'). erformance.;The.Performer shall provide the.following live entertainment: Sama`nthaeDietrich oh.Saturday` Sept 8 2018 . (the"Performance Date"),5 PQM to''9 PtM at, C ra melfAr[s&Desi'n3Distnct Carmel Indiana (the"Venue"Y'The- Performer shall,provide all equipment necessaryor desirable for the Performance;except that ADC shall provide:None 1. Payment: ADC shall pay.to the Performer.the total sum of: :150 upon payment to. ADC.by the city of.Carmel,. Indiana ("City of.Carrriel");atypically.within .forty-five (45)_days -of the. Performance,Date;,-which payment shall constitute all.monies due and-owing-Io the' Performer from ADC for or related to the Performance. 2. Non-Performance. if the Performance is cancelled by ADC at:least thirty (30.) daysprior to the Performance Date,: . -ADC owes no amount:to Performer. I.f: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 i.n Paragraph. 2 hereinabove.:'If the Performance is not provided' by 'the.Performer as specifed iri'Paragraph :1 hereinabove,the Performer shall pay to ADC one-half of the Payment sum as specified in Paragraph 2.hereinabove. 3.. Sales.:Neither ADC;nor.the Performer shall sell tickets or.charge admission to the Performance;On the Perforrriance Data, the.Performer may,.in conformancewith: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:AD'C. 4: 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'§;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,:banefts,' 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:._ = 5. . License.The Performer hereby grants,to ADC and the,Cit of.Carmel aalicense (the "License")to photograph;.video record;�.or otherwise depict, in' on, or througFi any medium (whether .print; digital; or other media format); the. Performer and the PerformanceJor.use.by.ADC and the;City of Carmel in adveitising or marketing ADC,the Venue,. the City of Carmel, the Carmel Arts and Design District, and/or ADC=sponsored orADC-related'events:.The.License shall survive the termination of this Agreement.:. 6. 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 tFie Performance.. or the breach of this Agreement by Performer. 7. Assignment.The.Performersiiall not as sign'this Agreement or any •itsobligations hereunder: 8 Copyright .Permission: The Performer,hereby agrees to obtain,,all necessary permissionsfrom BMI; ASCAP, SESAC or'directly from the co pynght::holder(s).of all songs or other:works that isnot in"the publlc::domain_and'#hat will be part of the Performange; and hereby agrees ,to Indemrn ;and_'hold 'harmless.ADC, and ADC's: officers, fy officials; employees, agents, and attorneys; from and'against:all claims, suits,.judgments,:liabilites, losses costs, and expenses (including, without limitation, reasonable .attorneys''fees.and court costs) .,that result.:from. 'ttie Pe"dormer's-failure to obtain such permissions. 91 Compliance with Law,,'Law. fu.l Orders, The Performer agrees to comply:., hall .federal; state and local laws, exec orders;rules;,regulations and:codes,:applicable to the Performer's'pertormance.of its obligations underthis Agreement; and all relevant provisions thereof are Incorporated herein by this reference The:Pertormer agrees:to Indemnify:and hold harmless AD.0 frorri,;any;loss, damage'.andlor.liability resulting.from,any such violation of such lawn, orders rules; regulations and:codes.The.Performer further agrees,to complywith all lawful orders:of ADC with - 'regards to or related to thePerFormance.. . 10 Nondiscrimination The Performer represents and warrants;-that it'and alt_of its officers, :em loyees, agents and. P contractors'shall ;comply, with all laws of the lJrnted States;the State of Indiana and Carmel, Indiana Prohibiting discrimination against any employee,. applicant for employment, or other person m_'the performance of the P.erformer's,obligations under.this Agreement with respect to their hire, tenure;.terms, conditions,and privileges'ofi employrhent and 'any other,matter related to their employment or subcontracting,,because.:of race;:religion; color; sex,.'handicap, national.orgm ancestry,;age,disabled veteran status.and/or Vietnam_era veteran status.; 1:1 Governing Law,,Lawsuits ThmAgFeement is to be construed irraccordance with and governed by the.laws of the State of Indiana,.except.for its conflict of,laws..provl5ions. 'The parties..agree that ."n the:event a lawsuit is :filed he under,'they waive (heir,right`#o._a.jury trial, agree`to file:"any such tawsuif in an appropriate court,in.Harimilfon.. County.- only,and agree that such court is the appropriate venue foe and: jurisdiction over the`same. 12 Iran:Certifcation.-Pursuant'to'I.C: §5=22 16.5, the Performer-hereby certifies that it does notengage in investment activities withinahe..Country of,Iran, 13 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_fortifies that,. tc .the.exte_.nt the Performer has any employees.,the Performer;has enrolled:and is:participating:in the Even pro rami and does not knowingly em any:unauthorized:aliens. Should the Performer violate Indiana's E-Ve ify aw, the City:may aermmafe this Agreement in accordance with therewith.. 14..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 linitafion; acts of God,fire, explosion vandalism;storm or other similar occurrence s;'orders.or acts of.military or.cvil authority, or by national.erimergencies; insurrections, riots, or-wars. The excused•party shall,use:reasonable efforts under the circ umst inces'to avoid`or remove such causes of non-performance:and shall proceed to:pertorm 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 eriiployees-officers,.agents;or affiliates 15. Miscellaneous. The indemroties et forthIn this Agreement shall urvive the termination of this:Agreement: The mValidity or unenforceability.of any term or condition'-,of this Agreement shall not affect the other:terrhs•and conditions,and.this Agreement shall-be construedin.all respects as if such invalid or unenforceable term or condition had.not been Contained,herein. This Agreement constitutes the-enterig agreement between the'Performer and ADC With respect to.the subject,rnatter 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 - 2 this Agreement and understand it,:have:had the.opportunity.�to�obtain,:I, I advice and the assistance of counsel: throughout.the negotiation'of this Agreement- and:' nter.into.the same'.freely, voluntarily, and without any duress; undueunduew influence or coercion. .. IN WITNESS-WHEREOF,the parties.hereta have made and executed this Agreement as:fuliows: -ARTIST DEVELOPMENT CORPORATION: S .De ("ADC") ("Performer") tric rFanth h. 0 By: Blair Clark, President Authorized Signature Date: 8-16-2018. 'Printed Name,. Title FID%TI N'.. . Last Four of SSN if,Sole:Proprietor:.. Date:. .. in I represent,as parent or guardian of the Performer,we . al,l . erormane A : . - igna Parent of G ardian (Amy Dietrich): PriT n ed "ame 3 aarti-St..'a . development ompa y c : n ...PERFORMANCE AGREEMENT Second Saturday Gallery Walk. . This Performance Agreement(the"Agreement");which shall be-effective as of-the date if is.last by apart y hereto (the_"Effective Date");,is now entered into by and between Artist Devi lopmentCor oration "ADC° , and.an individual or:= entity authorized to do business in the.State.oflndiana,and with.offices located at �8.Q_4 E 2Q0 N Greentown.IN 4693. (address of the"Performer"): 1.. Performance.The Performer shall.provide the followinglive entertainment: lCasse: Kin on, aturda. Se t. 8 20.1 (the"Performance Date"), 5 P.M.to 9 P.NL. at, ►armel Arts&D_esi n District Cannel Indian (the"Venue"),The Performer shall.provide all'equipment necessaryor.desirable for the Performance, except that_ADC:shall provide:, - .Non. 2.. .Payment. ADC shall pay to the.Performer the. total. sum of ,15 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=Perforrnahce..)f the Performance Is cancelled.by ADC..at least thirty (30)-days priorto:.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..specifi,ed :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*.admissionto 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.- 6. DC: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 ezpenses.(including;without.limitation,:reasonable attorneys'fees and court costs).that result from rany.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 Carmela 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 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.jhe .Performer-hereby. agrees to indemnify and hold -harmless ADC and AD.C'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. 13. Assignment.The Performer shall not-assign this Agreement-orany of.its:obligations hereunder. 9.- Copyright .Permission. The. Performer hereby:agrees to- obtain all.necessary permissions from BMI, ASCAP, SESAC;:or-directly from the copyriight:holder(s) of all songs.or other works that isnot 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.Perfo.rmer 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 agr .es'.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.codesThe 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 contra,ctors.'shall.comply with all.laws of the United _States,.the.State of-Indiana and Carmel,:lndiana'prohibiting discriminationagainst .any..employee;.:applicant: for employment, or.:other person in: the performance. of. the . . Performer's obligationsunder this.:Agreement with respect to theie 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/orVietnam era veteran,status, 1:2. Governing Law; Lawsuits.This Agreement is to,be,construed in_accordance with and_governed by the.laws;of the State of Indiana, except for aits.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 fle.any such lawsuit in an-appropriate court in Hamilton County,_Ind iana.only,.and agree.that such Court is the appropriate venue for-and has=jurisdiction over-the same: 13: Iran Certifcation: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 1:C: :.§ 22=5-1.7; :et seq., as the: same may be amendedfrom time to.-tune; :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 inane 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 caNses 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 Pr 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 commifted, 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 \ 2 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 Agreernent.have the authority to bind the party which they.represent.-The partieswarrant 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.havernade and executed this Agreement as.follows: ARTIST DEVELOPMENT.CORPORATIO.N Kassey:Elizabeth ("ADC'), ("Performer") By: By: 94 Am Blair Clark; President Authorized Sighat e Date: ' 8-16-2018 . nQ­ 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 j' Printed Name Date: 3 artist develoiament: .company PERFORMANCE AGREEMENT Second Saturday GalleryWalk.. This Performance Agreement(the"Agreement"),which shall be effective as of the date it is.last signed bya party hereto (the".Effective Date"); is now.entered into by and:between Artist Development: . or oration "ADC" an..an individual or entity authorized to do'business in the State of Indiana and with offices;located at 628 Belfair Court Zionsville IN 460�7� (address of the°Performer"): ti Performance.The Performer shall.Provider the following live entertainment: ,ase Inma� on Saturday, Sept. 8., 20�8L: (the"Perform:ance'Date"), 5 VIVI to 9 P,M. at;iCarmel Arts&I).esiEn, ©istrict, Carmel, Indian (the-"Venue").The Performer shall.provide allequipment necessary or desirable for the Performance, except that ADC shall provide:. Non . 2. Payment. ADC.shall pay to the Performer the total sum.of X10. 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, tell,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 isnot 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,:andattorneys; from and against:all-claiims,,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 Performer agrees tocomply 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 thatit 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 -6hy employee, rohibitingdiscrimination-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-.arid.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.. 1.2.. Governing Law; Lawsuits:Thin 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 overthe,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 1C: :,§ 22=5-1.7;":et .se4.;. 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::lf 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 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 orothersimilar 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;-,& 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 . 2 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 andunderstand 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 Rose Inman (-ADC) ("Performer") By: By: 'BlairClark, President Authorized Signature Date: 8-16-2018 Printed Name Title FID/TIN: Last Four of SSN if Sole Proprietor: Date: If."Min.'oi• I"represent,Tas parent or guardian of the Performer,w hall both be bound b ane-terrns.,of this Performanc .'''reement Si' nature=of F'aremt�of Gu Panted �C)ate ie 3