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333438 12/14/18 %'��p''�� CITY OF CARMEL, INDIANA VENDOR: 371270 ONE CIVIC SQUARE ARTISTS DEVELOPMENT COMPANY CHECK AMOUNT: $*****1,000.00* of=� CARMEL, INDIANA 46032 324 W.MAIN STREET CHECK NUMBER: 333438 b,�r6a�.` CARMEL IN 46032 CHECK DATE: 12/14/18 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 1203 4359300 101250 2018015K 1,000.00 BOOKING ENTERTAINMENT VOUCHER NO. WARRANT NO. Prescribed by State Board of Accounts City Form No.201 (Rev.1995) Vendor# 371270 ALLOWED 20 ACCOUNTS PAYABLE VOUCHER ARTISTS DEVELOPMENT COMPANY IN SUM OF$ 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 $1,000.00 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 If (or note attached invoice(s)or bill(s)) AMOUNT 101250 2018015-k 43-593.00 $1,000.00 1 hereby certify that the attached invoice(s),or 10/23/18 2018015-k ENTERTAINMENT BOOK FEE FOR $1,000.00 1203 101 1203 101 NOVEMBER2018 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, December 12,2018 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: 2018015-k -> Issue Date: October 23, 2018 Artists Development Company Due Date: November 15, 2018 324 W Main St,Carmel,IN 46032 Subject: Entertainment Bookings for November 317-539-3131 info@ardstdeveIopmentcompany.com For: The City of Carmel ITEM DESCRIPTION Date NAME AMOUNT TYPE Service Contracted November Blair Clark $1,000.00 Entertainment- 10,2018 Booking for November 2018 TOTAL DUE $1,000.00 1 CITY OF CARMEL, INDIANA VENDOR: 371270 (9, ONE CIVIC SQUARE ARTISTS DEVELOPMENT COMPANY CHECK AMOUNT: S*******450.00* CARMEL, INDIANA 46032 324 W.MAIN STREET CHECK NUMBER: 333439 CARMEL IN 46032 CHECK DATE: 12/14/18 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 854 4359025 101472 2018115 450.00 ENTERTAINMENT BOOKING `% �,qM� CITY OF CARMEL, INDIANA VENDOR: 371270 • ONE CIVIC SQUARE ARTISTS DEVELOPMENT COMPANY CHECK AMOUNT: $*******550.00* i9 tUN f?q: CARMEL, INDIANA 46032 324 W. IN 46032 12 1 STREET CHECK CHECK NUMBER: 44/08 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 854 4359025 101472 201817K 550.00 ENTERTAINMENT BOOKING VOUCHER NO. WARRANT NO. Prescribed by State Board of Accounts City Form No.201 (Rev.1995) Vendor# 371270 ALLOWED 20 ACCOUNTS PAYABLE VOUCHER ARTISTS DEVELOPMENT COMPANY LLC IN SUM OF$ 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 $1,000.00 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 2018115 43-590.25 $450.00 1 hereby certify that the attached invoice(s),or 10/23/18 2018115 ENTERTAINMENT FOR GALLERY WALK $450.00 1203 854 1203 854 11/10/2018 101472 201817K 43-590.25 $550.00 bill(s)is(are)true and correct and that the 12/1/18 201817K ENTERTAINMENT FOR DECEMBER $550.00 1203 1 1 854 materials or services itemized thereon for 1203 854 GALLERY WALK which charge is made were ordered and received except Wednesday, December 12,2018 _n`l� ly. 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 b INVOICE Invoice ID: 2018115 Issue Date: October 23, 2018 471 Artists Development Company Due Date: December 1, 2018 324 W Main St,Carmel,IN 46032 Subject: Entertainment Bookings for November 3evelop entco info@artistdevelopmentcompany.com For: The City of Carmel ITEM DESCRIPTION Date NAME AMOUNT TYPE Service Gallery Walk Saturday, Kassey Elizabeth $150 November Dianna Davis $200 10 Circle City Steel $100 TOTAL DUE $450 1 4 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 7804 E 200 N Greentown, IN 46936 (address of the"Performer"). Performance.The Performer shallrovide the following live entertainment: Kassey Elisabeth on Saturday 0ct. 13;2018 P 9 and Situ_iday.;Nov:10:,2018(the"Performance Date"), 5 P M.to 9 P.M.: at, Carmel,Arts&Desiyn:Distr ct.Carmel: 6 6'(the"Venue").The Performer shall provide all equipment necessary or desirable for the Performance,except that ADC shall provide:'None 1. Payment.ADC shall pay to the Performer the sum of$1.50:for:each,performance 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 attomeys'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 Performers 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 sec 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 �� 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,the parties hereto have made and executed this Agreement as follows: ARTIST DEVELOPMENT CORPORATION Kassey Elizabeth ("ADC") ("Performer°) By: By: Blair Clark, President Authorized Signattle Date: 9-13-2018 Vf-1 CZ 1:n!L4 & Printed NamaJ QJ Title FID/TIN: Last Four of SSN if Sole Proprietor: tP0 Date: �� If Minor. I represent,as parent or guardian of the Performer,we shall both be bound by the terms of this Performance Agreement. Signature of Parent of Guardian Printed Name Date: ---� 3 I 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 6652E 18th Streetandianapolis,IN 46219 (address of the"Performer"). Performance.The Performer shall provide the following live entertainment: Circle City Steel on Saturday, Nov. 10.2018 (the"Performance Date"), 5 P.M.to'.9 P.M., at, Carmel Aits-&Desitin District Cannel:'Indiana(the"Venue").The Performer shall provide all equipment necessary or desirable for the Performance, except that ADC shall provide: None 1. Payment. ADC shall pay to the Performer the total sum of 100 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 attomeys'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 J 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 Andrew Moore ("ADC") ("Performer") By: By: Blair Clark, President Authorized ignatur Date: 9-13-2018 PrintedName- Title FID/TIN: Last Four of SSN if Sole Proprietor. / l Date: 9 % 4 If Minor. I represent, as parent or guardian of the Performer,we shall both be bound by the terns of this Performance Agreement. Signature of Parent of Guardian Printed Name Date: __�� 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 6316 Guilford Ave., Indianaaolis .IN 46220(address of the"Performer"). Performance.The Performer shall provide the following live entertainment: Dianna Davis on Saturday.:Nov. 10.2018 and Saturday, Dec::8 :2018-(the"Performance Date"),5 P.M.to 9�P.M.. at,Carmel_A is&Ddwi ri_)i6tnct. Carrimel.Indiana(the "Venue'.The Performer shall provide all equipment necessary or desirable for the Performance,except that ADC shall provide:None 1. Payment ADC shall pay to the Performer the sum of$200 for each.gerforrhance 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 a 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 2 - parties represent and warrant that they are authorized to enter into this Agreement and that the persons executing F ? this Agreement.have the authority to bind the party which they represent. The parties warrant that they have read this Agreement and understand it, have had the opportunity to obtain legal advice and the assistance of counsel throughout the negotiation of this Agreement, and enter into the same freely, voluntarily, and without any duress, undue influence or coercion. IN WITNESS WHEREOF,the parties hereto have made and executed this Agreement as follows: ARTIST DEVELOPMENT CORPORATION Dianna Davis ("ADC') ("Performer") By: By: A Blair Clark, President Authorized Signature Date: 9-13-2018 Dianna Davis Printed Name Musician Title FID/TIN: I Last Four of SSN if Sole Proprietor: 4470 Date: 9/14/18 If Minor: I represent, as parent or guardian of the Performer,we shall both be bound by the terms of this Performance Agreement. Signature of Parent of Guardian Printed Name Date: --) 3 INVOICE Invoice:ID:2018,17k. Issue:Date: December 1, 2018 _ Art ists'Development Company Due Date: December 1-, 20.1-8 Main St,.Carmel,IN 46032 24 W M 317-539-3131 Sub'ect: Entertainment for:December info@artistdevelopmentcompany com For:-The.City of:Carmel ITEM DESCRIPTION-.. :.Date NAME-_- : AMOUNT... TYPE Service. : Contracted Saturday, Diana.Davis : $200 Entertainment December - Gallery •. 8 : K Service-: Contracted. Saturda ; y asset' King' .. . $150 Entertainment December. GallerY.Walk 8 Service. Contracted Saturday, . Johnn Fell $200 Entertainment- December Gallery. VUaIk 8.. :Subtotal _ . . .. . `:. - .. ..: $550.00. . TOTAL DUE $550:00; M 1 - :artist opment_- . : -company PERFORMANCE AGREEMENT. Second Saturday:Gallery Walk: , - This Performance:Ageeement(the:"Agreement"),which shall be:effective as.of the date itis 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 Indiarwand with officesaocated at 7804E 20QN Greentown, IN 46936 .(address of.the"Performer°):. Performance.-The Performer shall erovide the following live'entertainment:.K s Kin on aturdMy. R c=82. (the ' "Performance Date".), P.M.to 911RAffat, mar- I A i n itri r I Indi n .(the."Vendd").:The Performer shall provide*all equipment necessary or desirable for the Performance;.except that ADC shallprovide: N n 1: _Payment.ADC shall pay to the Performer the total sum of �1 upon payrnentto."ADC by the City of Carmel :Indiana Cit" of:Carmel" ty scall within fort -five 45 da s of the_Performance Date; which' a merit shall constitute all Y- )� p Y:. rtY ( ) Y.: P Y 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:: P..erformance:::Date, then ADC shall. pay to'the:,Performer the full'amount'of the Payrnent sum as.apecified :in Paragraph 2.hereinabove: :if the Performance is .not provided .by the Performer as:specified in Paragraph 1 . hereinabove,the:Performe. shall:pay to ADC.one-half of the Payment sum"as.specified in.Paragraph:2_hereinabove::: : .. 3. 'Sales. Neither ADC-northe Performer shall sell tickets;or:charge admission to the Performance. On the:Performance. Date, the'Performer may;.inconformance with the:laws; rules;.and,regulations of the Venue, sell:the Perfomier's: merchandise at the Performance location,and:the.Performer shall_retain all proceeds therefrom without contribution to ADC: .4i' .Relationship::The Perfofter:is not, and shall not be considered:for any purpose:to be,the eti.ployee.of.ADC'or the City of Carrriel:The Performer heretiy:agreesto,indemnify and hold harmless ADC and the City of.Ca�mel;and ADC and: the. City.of:Carmdl's ofriicers :officials;..employees, agents,:and. attorneys;.from, and_against all-claims, suits,:: judgments,]iabilities,_ losses,:costs, and expenses(including,without limitation,reasonableattomeys'fees and:court costs) that :result from:6ny:.'clairn 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 oe.:otherwise. depict; Jn; .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 Carmm el in advertising orarketing.ADCr 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 &Hcers;,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 66 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, .(includinig,.'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 Wift all lawful:orders of ADC with regards to or related to the:Performance: 10. Nondiscrimination. The Performer represents and warrants that it and all .6f 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 Performers obligations under this Agreement-with respect.to their hire, tenure, terms; conditions and 1privilegesof employment and:any.other.matter related:to their eniploymentor subcontracting, because of race, religion; color-, sex; handicap, national origin; ancestry,age, disabled-veteranstatus 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 agreethat such court is-the appropriate:venue for-and has jurisdiction over the same. 12. Iran Certification.Rur"suant.to I.C. §.5-22-16.5, the Performer-hereby certifiesthat it does not engage.in investment activities within the Country,of Iran. 13. JE-Verify.-Pursuant to I.G. § 22-5-1.7, et.'gM., as the same- may._be amended from time to time; and as .is incorporated herein bythis. reference;.the.Performer hereby certifies Ghat, 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,lndiaria's E-Veri_fy'law;ahe.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 pasty's reasonable:coritrol("Force Majeure"), and if:the party unable.to'car ry 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.&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 termor condition 2 had not been contained herein. This Agreement constitutes 1116 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 Agreernei nt may only be modified.by written amendment executed by both parties hereto.The parties:represent and_warrant that they are.authorized.to enter into#his 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.hegotiation_of this-Agreement, and.enter.ihto 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 .passe Kin ("ADC")- (°Performer°) By: . By: Blair Clark,President.: Authorized Sig, re.: Date: :._11 29-2t)1 . iCQssw� ng .Printed israme Title-. FIDITIN:. - Last.Four of.SSN if Sol eProprietor �. Date:. If Minor: represent;.as parent or guardian of the Performer,:we: shall,both be bound by:the.terms:of this Performance Agreement.. Signature.of Parent of.Guardian (Amy:Dietrich) Printed Name. Date: .. 3 artist eve opmen company PERFORMANCE AGREEMENT Second Saturday:Gallery Walk . This Perfonmance:Agreement(the:"Agreement"),which shall be:effective as.of the date it is1ast signed.bya.party.hereto. (the"Effective Date");is now entered into by and between Artist Development Co oration. "ADC" ,and an individual or . . -enti :authorized.to do business in.the:State:of Indiana.and with offices:located at —eve,ieek��fi�';�lApt :. (address,ofthe"Performer°). 312,. Ind r)apolis IN; 46254 Performance.The Performer shall Oro the following live:enfettainment: ehn F I"on Saturda. Dec. 8 20.1 (the . "Performance Date"), P.M. to 9 P.M. .at; ILAgrusulpe i m istrict ellIndi n .(the."Venue" The Performer shall provide'all,equiprhent necessary or desirable for the Performance-'except that ADC shall provide: Non b. 1.= Payment:-ADC shall pay.to the Performerthe total sum of ' G uponpaymentto,ADC by the City of Carmel,:Indiana ("City-of:Carmel'),.typically:within Jbr.ty=five:.(45) days:of:the.Performance Date,.which payment.shall:eonstitute all monies due,and owingao the.Performer from ADC for or related to the,P..erformance: :2. - Non-Performance..I f 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: P..erforniance:::Date, then ADC -shall.pay to-the Performer the full-amount of.the Payment:sum as specified in Paragraph 2.hereinabove::.lf the. Performance Js .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.northe Performer:shall sell tickets:or:charge-admission to the Performance. On.thePerformance Date, the Performer may,'.in.conformance with the:laws, rules; and regulations:of the Venue,'sell.the Perfomiees. merchandise at the Performance:location; and:the Performer shall retain all.proceeds_therefrom without.contribution to ADC: & Relationship. The.Perforinee:is not,and.shall-not be considered.forany purpose.to 6e,.the employee of.ADCorthe 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;..errmployees,. 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 Performers agents,: employees,_ or contractors at,:or: regarding the Performance. 5.. License. The Performer hereby,grants.to ADC and the City of Gariel a license(the License")_to.phot ograph,_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 orrarketing 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, andattorneys 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._Perm ission. The= Performer hereby agrees to obtain all: necessary ,permissions from .BMI, ASCAP; SESAC, or directly fromahe copyright holders) of all songs or other works that is not in:th- public domain: nd that - will be partof 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 locallaws, executive.orders; rules,.regulations and.codes applicable to the Performer's performance of its obligations under this Agreement; and all relevant.provisions whereof are incorporated herein by this-reference. The Performeragrees 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 alli 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 the.ir'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 1s filed hereunder, they waive-their.right to a.jury trial,.agree to file any such lawsuit in an.appropriate court in Hamilton County, Indiana-drily, and agree that such court is the appropriateyenue,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 sea:; as the same:-may,.be amended fromtimeto time; and as -is incorporated herein by this reference;Ahe.Performer hereby certifies,thaf, 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 mayterminate 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 pasty's reasonablecontrol("Force Majeure'), and if the party unable to carry out its obligations gives the,other party proriipt written notice of such event,-then the obligations of the party,invoking thisrovision shall be suspended to.the extent, necessa b y such event. The:term.Force Ma eure,shall include, p p. . rY .Y " j 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 2. 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.liy_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 theparty 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.negotiationof 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 hn F 1 ("ADC") : ("Performer .. By: By: Blair Clark;:President: ` : Autfi6riie6 lSignahture. Q.. .Date: Printed Name- Title FID/TIN: Last Four of.SSN if Sole Proprietor: 0739 Date:: 1.2/4/2018 'If Minor: . represent as parent or guardian of the Performer,we: -sh all both be bound by.the.terms:ofthis-Performance.- Agreement. erformance Agreement: -Signature of Parent of Guardia n-(Amy:Dietrich) Printed Name. .. Date: 3 artist deve opmn# Co . mpany 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 Developrn t;Cor oration -ADC'),and:an ind'ividual'or. entity.authorized to do-business in the State oflndiana and with offices located at�5jT7�0 GUllford Ave., (ndianapobs 1, . 622Q(address of the-°Performer"). Performance.The Performer'shall provide the following:live entertainment: Dianna.Davis onaturda. NOU. 10. 20,1 n Saturcday, D.ec. 8, 20,18(the"Performance.Date°), P.M.to 9 P.M. :af, ►armel Arts&D.esi n District Carmel Indian (the . "Venue"):.The Performer shall provide all equipment-necessary-or desirable for the.Performance, except:that ADC shall 'provide: Non 1; .Payment.ADC shall.pay to the.Performerthe sum-of 20.0 for each performance 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 foror related to the Performance.. 2. Non-Performance.-If.the Performance is cancelled.by ADG.'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 t0 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-00116 Performance- Date,:the.Performer_ may;-in conformance-with the.laws,.rules;. and regulations of.the Venue, sell.the-Peiformees. 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 han less 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, ud merits; liabilities, losses; costs, and ez enses. mcludin ' . g p, . (' g;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.ADG 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 surviye.the.termination of fhis 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 courtcosts) 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. obtainall.: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 .harm less.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'. feesandcourt 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 fUllher 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 contractorsahall.comply with all.laws of the United .States;.the.State of Indiana and Carmel,:Indiari prohibiting- _- discrimination against'.any. employee'-'applicant: for.employment, .or..other person. in: the performance..of.the . Performer's:obligations.under this.:Agreement with respect totheir 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,.lndiana bhly, and agree that such court is the appropriate-venue forand hasjurisdiction over the same; 12. Iran Certification:Pursuant.to 1: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.: Pursuantto1;C: :.§ 4-5-1.7; :et tggL, .as the. same. may,:be. amendedfrom 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 ENerify law; the City.may terminate this-Agreement. in accordance with therewith 14. Force Majeure..lf performance.of this Agreement any,obligation urider-this Agreement is prevented,-restriicted,.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 tfie 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:om i.ssion-shall.-be deemed within: the reasonable control of a party if committed, omitted, or caused by such party, or.its employees, officers, agents;pr 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 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.and understand it, have had the:.opportunity .to obtainlegal 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.WITNESSWHEREOF,the:parties hereto have..made.and executed this Agreenient as follows: ARTIST DEVELOPMENT CORPORATION Dianna Davis ("ADC") . ("Performer")., By:: : . By;: BlairClark, President Authorized Signature Date: 9-13-20.18 Dianna Davis . Printed Name . . Musician Title FID/TIN: _. .. Last Four of.SSN:if Sole Proprietor: .4470. b - -9/14/18, 9/14/18 - If Minor:: L.represent, as parent or guardian of the Performer,we shall both be bound by the:terms.of this Performance-. Agreement. Signature of Parent:of-Guardian Printed Name Date: 3