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HomeMy WebLinkAbout330947 10/09/18 �/ \� CITY OF CARMEL, INDIANA VENDOR: 371270 ONE CIVIC SQUARE ARTISTS DEVELOPMENT COMPANY CHECK AMOUNT: $"""""'400.00* 49� �a� CARMEL, INDIANA 46032 324 W.MAIN STREET CHECK NUMBER: 330947 �,«oN�, CARMEL IN 46032 CHECK DATE: 10/09/18 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 854 4359025 101472 2018013 400.00 ENTERTAINMENT BOOKING VOUCHER NO. WARRANT NO. Nrescrinea Dy state tsoara otAccounts City Form No.201 (Rev.199b) Vendor# 371270 ALLOWED 20 ACCOUNTS PAYABLE VOUCHER ARTISTS DEVELOPMENT COMPANY LLC IN SUM OF$ 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 9/18/18 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 Tuesday, October 02, 2018 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: 2018013 Issue Date: September 18, 2018 Artists Development Company Due Date: October 15, 2018 324 W Main St,Carmel,IN 46032 3131 Subject: Entertainment Bookings for October 3evelop info@artistdevelopmentcompany.com @artistdevelopmentcompany.com For: The City of Carmel ITEM DESCRIPTION Date NAME AMOUNT TYPE Service Gallery Walk Saturday, Sammy Dietrich $150 October 13 Kassey Elizabeth $150 Rosie Inman $100 TOTAL DUE $400 �J �Po l o t q-j2 1 artist development company 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 an individual or entity authorized to do business in the State of Indiana and with offices located at 6628 Belfair Court Zionsville, IN 46077 (address of the"Performer"). Performance.The Performer shall provide the following live entertainment: E oste Inma, onatur, 57, 07--t. 3 24r (the "Performance Date"), P.M. to P.M. at, Carmel Arts i3<Q.es�an dist ct, C �, e_, Indian (the"Venue"). The Performer shall provide all equipment necessary or desirable for the Performance, except that ADC shall provide: Nan_ 1. Payment. ADC shall pay to the Performer the total sum of10. 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. 2. 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. 3. 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. 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'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. 5. 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. 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 the Performance or the breach of this Agreement by Performer. 7. Assignment.The Performer shall not assign this Agreement or any of its obligations hereunder. 8. 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. 9. Compliance with Law; Lawful Orders. The Performer agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes applicable to the Performer's performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein by this reference. The Performer agrees to indemnify and hold harmless ADC from any loss, damage and/or liability resulting from any such violation of such laws, orders, rules, regulations and codes. The Performer further agrees to comply with all lawful orders of ADC with regards to or related to the Performance. 10. Nondiscrimination. The Performer represents and warrants that it and all of its officers, employees, agents and contractors shall comply with all laws of the United States, the State of Indiana and Carmel, Indiana prohibiting discrimination against any employee, applicant for employment, or other person in the performance of the Performer's obligations under this Agreement with respect to their hire, tenure, terms, conditions and privileges of employment and any other matter related to their employment or subcontracting, because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status and/or Vietnam era veteran status. 11. Governing Law; Lawsuits. This Agreement is to be construed in accordance with and governed by the laws of the State of Indiana, except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed hereunder, they waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over the same. 12. 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. 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 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. 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 limitation, acts of God,fire, explosion, vandalism, storm or other similar occurrences, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates. 15. Miscellaneous. The indemnities set forth in this Agreement shall survive the termination of this Agreement. The invalidity or unenforceability of any term or condition of this Agreement shall not affect the other terms and conditions, and this Agreement shall be construed in all respects as if such invalid or unenforceable term or condition had not been contained herein. This Agreement constitutes the entire agreement between the Performer and ADC with respect to the subject matter hereof, and supersedes all prior oral or written representations and agreements regarding same. This Agreement may only be modified by written amendment executed by both parties hereto. The parties represent and warrant that they are authorized to enter into this Agreement and that the persons executing this Agreement have the authority to bind the party which they represent. The parties warrant that they have read 2 this Agreement and understand it, have had the opportunity to obtain legal advice and the assistance of counsel throughout the negotiation of this Agreement, and enter into the same freely, voluntarily, and without any duress, undue influence or coercion. IN WITNESS WHEREOF,the parties hereto have made and executed this Agreement as follows: ARTIST DEVELOPMENT CORPORATION Rosie Inman ("ADC") ("Performer") By: By: tf Blair Clark, President Authorized Signature Date: 9-13-2018 Printed Name Title FID/TIN: Last Four of SSN if Sole Proprietor: Date: f Minor: represent, as pa en or guardian o Performer,w hall both be boundb the terms of thi Performanc ree ent. i•natureof Parent of Guardia SUN, a- rimed , m ate. ..-- 3 artist development company 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 an individual or entity authorized to do business in the State of Indiana and with offices located at 13139 .Dumbarton St.Carmel, IN 46032 (address of the"Performer"). Performance.The Performer shall provide the.following live entertainment:Sa•,m ®►etriich on 8a`fu�"r"daX.� O'ct. 1r3.2Q,1,� (the"Performance Date"),51P M.t P.. ..�at, Canrne AMR &D:esian :Carmel. lndllana(the"Venue").The Performer shall provide all equipment necessary or desirable for the Performance, except that ADC shall provide: 1. Payment. ADC shall pay to the Performer the total sum of X150 upon payment to ADC by the City of Carmel, Indiana ("City of Carmel"), typically within forty-five (45) days of the Performance Date, which paymentshall constitute all monies due and owing to the Performer from ADC for or related to the Performance. 2. 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. 3. Sales.Neither 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 shallretain all proceeds therefrom withoutcontribution to ADC. 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'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. S. 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. 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 the Performance or the breach of this Agreement by Performer. 7. Assignment The Performer shall not assign this Agreement or any of its obligations hereunder. S. 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. 9. Compliance with Law; Lawful Orders. The Performer agrees to comply with all federal, state and local laws, executive orders, rules, regulations and codes applicable to the Performer's performance of its obligations under this Agreement, and all relevant provisions thereof are incorporated herein, by this reference_ The Performer agrees.to indemnify and hold harmless ADC from any loss, damage and/or liability resulting from.any such violation of such laws, orders„rules, regulations and codes.The Performer further agrees to comply with all lawful orders of ADC with regards to or related to the Performance. 10. Nondiscrimination. The Performer represents and warrants that it and all of its officers, employees, agents and contractors shall comply with all laws of the United States, the State. of Indiana and Carmel, Indiana prohibiting discrimination against any employee, applicant for employment, or other person in the performance of the Performer's obligations under this Agreement with respect to their hire, tenure, terms, conditions and privileges of employment and any other,matter related to their employment or subcontracting, because of race, religion, color, sex, handicap,national origin, ancestry,age,disabled veteran status and/or Vietnam era veteran status. 11. Governing Law; Lawsuits. This Agreement is to be:construed in accordance with and governed by the laws of the State of Indiana, except for its conflict of laws provisions. The parties agree that, in the event a lawsuit is filed. hereunder, they waive their right to a jury trial, agree to file any such lawsuit in an appropriate court in Hamilton County, Indiana only;and agree that such court is the appropriate venue for and has jurisdiction over the same. 12. 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. 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 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 accordancewith 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 limitation,acts of God,fire,explosion,vandalism,storm or other similar occurrences,orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform withreasonable 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. 15. 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 constituters the entire agreement between the Performer and ADC with respect to the subject matter hereof, and supersedes all prior oral or written representations and agreements regarding same_This Agreement may only be modified by written amendment executed by both parties hereto. The parties represent and warrant that they are authorized to enter into this Agreement and that the persons executing this Agreement have the authority to bind the party which they represent. The parties warrant that they have read 2 this Agreement and understand It, have had the opportunity to obtain legal advice and the assistance of counsel throughout the negotiation of this Agreement, and enter into the same freely, voluntarily, and without any duress, undue influence or coercion. IN WITNESS WHEREOF,the parties hereto have made and executed this Agreement as follows: ARTIST DEVELOPMENT CORPORATION Samantha Dietrich ("ADC") ("Performer") By: By: Blair Clark, President Authorized Signature Date: 9-13-2018 Printed Name Title FID/TIN:- Last Four of SSN if Sole Proprietor: Date: f Mi o �� p"es nt,as parent or guardian of a Pe ormer, e shall both be .�� y t e farms of is Perfgnnance g9reernen,. Signatu,e off?arenfof�Guardian (lA�iy.letnIeh): Prl, Na e �e: /�JINM 3 v :a fis eve . . . .. . . Dm. . . . . . .. n. . . company PERFORMANCE AGREEMENT Second Saturday:Gallery Walk. . This Pertormance Agreement(the"Agreement), which shall be effective as of the date it is lasfsigned by.a partyhereto" (the"Effective Date"), is now entered into by and between Artist Development Corporation .('4 APC'),and an individual.or -entity authorized.to do_business in the State of Indiana and with offices located at7804 E 200'N Greentown; IN .46936 : " (address of the"Performer"), Performance:The Performer shall provide the following live entertainment: 1< ey Elizabet on Saturda Oct. 13 2018 nd Saturday Nov, 10 2018 (the"Performance Date"), P.M. to 9 P.M. at, _►armel Arts& Design District.WareM n i n (the"Venue" The.Performer.shall provide all equipment necessary or:desirable for the Performance;,except that ADC shallprovide: Non v 1.. .Pa ment.:.ADC shall pay to.the Performer OR for the Oct. 13th perfo ance and $ti150 for the N10"M[at rf r an fora sum of 3 .upon:.payment to:ADC by the_:City'of Carmel,:Indiana ("City of"Carmel"),.typically within-forty-fve:(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. 2. Non-Performancb-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 Paymentsum 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. 3:. Sales. Neither ADC-hor"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 orOCeedstherefr6m without contribution to ADC. 4. Relationship.;The Performer is not; and shall-not be considered''for any purpose to be; the employee of ADC or the COO 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 otherwiseby any agent, employee, or contractor.of the Performer or.from any actions of.the Performer and/or the Performer's agents,.em_ ployees, or contractors at-or regarding.the Performance: 5.. License. The.Performer hereby grants to ADC and the City of Carmel a license.(the"License'l to photograph,video . record,_ or otherwise depict, in, on, or through any medium (whether print, digital, or_other fnedi6 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. 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 the Performance or the breach of this Agreement by Performer: 7. Assignment.The Performer shall not.assign this Agreement or any of its obligations hereunder: 8.: .Copyright Permission.- The.Perforrner 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: indemnifyand: hold-harmless ADC, and ADC's officers, officials,, employees, -agents,,:and attorneys, from l and,against al :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. 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;.perfofmance of,its'obligations under this Agreement; and all: relevant.provisions..thereof are:incorporated;herein.bythls reference. The Performeragrees:t0 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. 10. Nondiscrimination: The Performer Tepresents.and warrants that it and-all of its officers;: employees; agents and contractors.shall complywith; all _laws:of.the United States,. the.'State of Indiana and Carmel;..Indiana prohibiting _ discrimination.'against ,any employee, .applicant for_employment,. or: other. person;in the. performance of:the: Performer's obligations under this Agreement with respect.to their:hire, tenure,terms, conditions:and privileges of . employment and any other matter related to:their-employment.or subcontracting. .because of.race,-religion, color;,_ - sex, handicap; national origin,ancestry,age, disabled veteran-status and/or Vietnam era veteran status. 11.. Governing_Law; Lawsuits.' This Agreement js 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. 12. Iran:Certification: Pursuant to.I.C. § 5-22-16.5, the Performer-herebycertifiesthat it does not engage in investment activities within the Country-of:lram. 13..E-Verify..Puts uant: 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 enroll ed and:is participating in the,E=verify program and:does'not knowinglyemploy: any unauthorized aliens. Should the Performer violate Indiana's.E-Verify law; the City:may terminate.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. 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,"fo 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 pf military or civil authority, or.by 6tional.e.mergencies, insurrections, riots,,or wars. The excused-party.shall use.reasonable .. efforts under-the circumstances toavoid or remove such causes of non-performance:and-'shall.proceed to..perform With reasonable dispatch:whenever such causes are removed orceased. An actor omission shall be.deemed within . the reasonable control of a party if committed, omitted, or caused by such party; or its employees, offcers,.agents;or affiliates: 1.5. 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 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 and executed this.Agreenrient:as follows: ARTIST DEVELOPMENT CORPORATION kassey Elizabeth ("ADC') (``Performer") By . BY: :Blair.Clark,President Authorized Signat e Date: 9-.13-2018 Printed Nam Title ... . FID/TIN: . ... I _ Last Fou r of SS.N if Sole.Proprietor: SPO Date: . f Minor represent, as parent or guardian of the Performer,w hall both be bound b the terms of this Performanc _wcreement inature of Paren=G ardia tinted Nam ate: . 3