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HomeMy WebLinkAbout334518 01/18/19 �%���p''• CITY OF CARMEL, INDIANA VENDOR: 371270 J, 4 ONE CIVIC SQUARE ARTISTS DEVELOPMENT COMPANY CHECK AMOUNT: $*****1,000.00* :\ CARMEL, INDIANA 46032 324 W.MAIN STREET CHECK NUMBER: 334518 9M,iTON�_ CARMEL IN 46032 CHECK DATE: 01/18/19 DEPARTMENT ACCOUNT PO NUMBER INVOICE NUMBER AMOUNT DESCRIPTION 1203 4359300 102474 20190112B 1,000.00 2019 OOKINGS PERFORM VOUCHER NO. WARRANT NO. Prescribed by State Board of Accounts City Form No.201 (Rev.1995) Vendor# 371270 ALLOWED 20 ACCOUNTS PAYABLE VOUCHER ARTISTS DEVELOPMENT COMPANY IN SUM OF$ 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 $1,550.00 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 102474 20190112 43-593.00 $550.00 1 hereby certify that the attached invoice(s),or 1/2/19 20190112 ENTERTAINMENT FOR JANUARY 12,2019 $550.00 1203 101 1203 101 102474 20190112B 43-593.00 $1,000.00 bill(s)is(are)true and correct and that the 1/2/19 20190112B ENTERTAINMENT BOOKING FEE FOR $1,000.00 1203 101 materials or services itemized thereon for 1203 101 JANUARY 2019 which charge is made were ordered and received except a Sto gn Wednesday,January 09,2019 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 nvo ice:I D: 20190112E Issue.Date: January 2, 2019. . -. op Artists Devel ment.c ompany Due Date: February 2, 20.19: : 324 W.Main.St;Camiel, IN 46032 17-539-3131 Subject: Entertainment Bookings for January info @ artistdevelopmentdompany.com For: The City of:Carmel ITEM . . : .DESCRIPTION' .-.. Date NAME -_AMOUNT TYPE Service Bookings. January ADG :$1�,000. TOTAL.DUE. . $1,000 D 1 INVOICE . . Invoice ID:.20190112. Issue.Date: January 2, 2019 Artie is Development company Due Date: Febru, y:2, 20.19 : 324 w nnain st;cael, IN 46032 rm _.. . . . 317 539 3131 Subject: Entertainment Bookings for January into artistdevelopmentcompany.com For: The City of:Carmel ITEM : DESCRIPTION . Date NAME AMOUNT TYPE Se . day, Andrew.Moore :. $1 i50 rvice MeefMe,on Main jatur Ja nuary aty 12 Jeff Reed. $2i00 Molly:Jones.. . .. $200 .._ TOTAL DUE. $550 1 rti t . . . . .. . . . . . . . de' vlopment pqny,�� PERFORMANCE AGREEMENT.. Second'Saturday:Gallery.'Walk' This Perforinance:Agreement(the:"Agreement"),which shall be effective as.ofthe date it is last sighed.by a.party hereto- (the'"Effective Date"),is now entered into by and between Artist Development:Corporation.("ADC);and an individual or entity authorizedto do business in the:State:of Indiana and with offices:located at 6652 E 18th St eet Indianapolis,.1N 46219(address of the"Performer"): Performance.The Performer shall provide-the follow'ing Iive:,entertainment:Circle'City Steel on sturdy.January 12, 2019(the"P..erforrriance_Date");5 P.M:to 9 P.M.,:at,:Canmel'Ants&Design-District:Carmel.andiana(the"Venue")::The Performer shall provide all equipment necessary or.desirable for the Performance,:except that A C shall provide: None L Payment:ADC. shall pay to the:.Performer IM upon payment to.ADC.by:the, City.'.of airhel,' 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 JW . '(30) days before the:: P.erforrbance::Date, ,then ADC shall. pay to'the:.�Performer the full amount: the Pay rr ent::surh as..specified :in Paragraph. 2.hereinabove::lf 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:NeitherAD.C.northe Performer:shall sell tickets:or:charge.adrriission.to the Perform" rice. On-the Peiformance. 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.ther fromwithout.contribution - to.ADC:: 4:. Relationship: The.Performer:is,not;and shall',not be considered.forany purpose.to be,.the,employee.ofADC or the . City of Carmel: The Performer hereby:agrees to,indemnify and hold harmless ADC and they City of.Carmel; and ADC and the. City of,:Carmel's offcers; 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"Lice se".)to:photograph,video: record; .or,-otherwise depict, .in, on, or through:.any- medium:(whether print;:digital; .or ether media.fomrat), the Performer and the Performance, for use:by ADC and the City of Carmel in advertising or rarketing.ADC;the Venue, the.City.of Carmel;.the.Carmel-Arts and Design District, andlorADC-sponsored orADC-re`ated events.:.The License:: shall survive the termination of this Agreement: .Indemnity: The Performer hereby agrees to indemnify and hold harmless ADC .and DC'9 _officers, officials; employees; agents; and attorneys from' and against all claims, suits, judgments,�liiabil Pies, .losses,-costs,_and expenses (including, without limitation;.reasonable attorneys' fees and.court costs),that res It 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 hereun er. 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#hat.is not in the public:domain.and that will be part-of the Performance; and hereby'agrees-to indemnify and hold harmless ADC, and ADCs:officers, officials, employees, .agents; and attorneys; from and against-all claims, suits, judgments Ilabilities,.losses;costs, and expenses .(including; _without limitation, reasonable.attorneys'. fees and court cos s) that result from the : Performer's failure to obtain such-permissions; . 9. Compliance with:Law; .Lawful ;Orders. The.Performer agrees: to. complywith: all feder I; state and.local laws; executive orders, rules, regulations :and codes applicable to the.Performer's performance of lts obligations under.this Agreement, and-all,relevant.provisions-thereof are incorporated-herein.by this reference.-The:Performer agrees toy indemnify and hold harmless ADC from any loss,.'damage and%or liability resulting from anIy such violation of such laws,-orders, rules, regulations and codes:.The Performer futther.agrees to'comply with all-lawful orders of ADC with regards to or.related t the Performance: 10. Nondiscrim. n'ation. 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, to ditions 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-ve eran status. 11. Governing:Law;.Lawsuits. This-Agreement.is to be:construed in accordance-with'and god erned.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:app ropeiate court in Hamilton County, Indiana:only; and agree that such court is-the appropriate venue for and has jurisdiction over the same. 42. Iran Certification: Pursuant to L.C. §.5-22=16.5;the Performer hereby"certifies that it does of engage in investment activities within the Country.of Iran. fy § .." Y 13. E err . Pursuant to. I.C.. 22-5-1.7, et se as .the same ma be amended from time to. time, and as.is incorporated:herein by this'reference; the.Performer hereby certifies that;':to the eaten .the Performer-has- any erployees..the Performer has enrolled.and is participating,in the E-verify program and d es 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.Agr - ment or any obligation under this Agreement i .prevented,.restricted; or interfered with by causes beyond either party's reasonable control("Force Majeure"), and i the party unable to carry put its obligations gives the.other:party prompt written notice of such event, the obligations of the party invoking this provision shall be. suspended to:the extent.necessary,by such event..The term.Force Majeure:shall.include, Without limitation;.acts.of God,fire;explosion;vandalism, storm or othersimilar occurrences;orders-oracts of military or civil authori ty,,or by'-national emergencies, insurrections;-riots, or wars. The excused party shall use.reasonable efforts under the circumstances to avoid or,"remove such causes of non-performance.and shall proceed to.perform with-reasonable dispatch whenever such causes are removed or ceased.An actor omissi n'shall.be deerred,within the reasonable control"of a party if committed, omitted, or caused by such party, or its empl gees, officers, agents,.or affiliates. 2 16..Miscellaneous:_ The indemnities set forth.in this Agreement shall survive the termination 'f.this Agreement. The invalidity or unenforceability-:of any 'term-'or condition .of. this Agreement shall not affe t the other terms and conditions, and this Agreement shall be construed in all respects as if such invalid or.unenfor eable.term or condition had:not been contained herein. This Agreement constitutes the.entire agreement,between he Performer and.ADC: - with-respectto the subject matter.hereof, and:supersedes all prior=oral or'written.represeh ations and agreements regarding same—This only be modified by written amendment executed by joth 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:authorit to bind the party:which th.ey represent.The parties,warrant that they Have read-this : Agreement and understand it, have had the opportunity to, obtain.legal_advice:and :th assistance of counsel: . . . throughout the negotiation of.* Agreement; and enter, into the sarne freely,.voluntarily,.and without any duress,. undue influence or coercion. IN WITNESS WHEREOF,the parties hereto have made and executed this:Agreementas:follows: ARTIST:DEVELOPMENT.CORPORATION Andrew Moore (°Performer") . By: :- By: _Fr Blair Clark,.President Ad orized.Signature : -Date: 11/29/18 G'(y� ,. I �. L Printed d Name/ T . itle FIDlTIN: . . Last Four of if Sole,Proprie or Date:. If Minor. repres ent, as parent.or guardiai 'ofthe Performer,we - shalt both be bound by-the terms of this Performance Agreement: Signature of Parent of.Guardiari Printed Name: Date: ..' 3 . . artist vef : . . . :. . . . . . eopmen. . _ c. mpan. o y PERFORMANCE AGREEMENT Second Saturday Gallery:Walk This Performance:Agreement(the:"Agreement"),=which shall I e effective as-ofthe date it is last sigried.bya,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 4009 Cenral Ave Indianapolis, INA6205 (address:ofahe"Performer"): . - Performance.The Performer shall provide the following live:entertainment:Jeff Reed ori:Saturday.January12,2019 (the"Performance-Date");'5 P.M.t6.9 P.M.,-at, Caftel Arts>l Design District.Carmel:Indianal(the"V.enue°)..The Performer shall provide all equipment necessary or desirable for the Performance,akept thatAC C shall provide: None t. Payment: ADC shall-pay_to :the:.'Performer IM.upon payment to,ADC,by:the. City.of. Carmel; Indiana.("City :of Carmel');typically-within.forty-five.(45)days..ofthe.Pe_rtormance Date;.which payment shall honstitute-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 t :.the Performance-Date, ADC owes..no amount to..Performer: If the Performance is :cancelled .less.:than;thiry (30) days-before the:: Performance::=Date, then ADC shall, pay to the,Performer the full'arnount of the Payment:sum as:.specified:in Paragraph. 2 hereinabove: :.lf the-Performance .is .not`provided..by the Performer as:specified-in :Paragraph-.9 hereinabove,-the:Performershall:pay to ADC.one,half of the Payment sum as.specified in.Paragraph:2 hereinabove: :3. Sales:Ni therADC-northe Performershall sell tickets:oe:charge.admission,tothe Performs ce. On.the:Performance Date, the Performer may,.in-conformance,with the:laws, Hiles;,and.regulations:of the Ve�iue, sell:the.Performer's:: merchandise at_the Performance location;and:the Performer shall_retain all.proceeds-therefrom without contribution . to ADC: 4:' Relationship::The.Perforiner:is.not;and shall not be.considered:for'any purpose:to be".th ernployee.ofADC'orthe City of Cannel:The Performer hereby:agrees.to indemnify and hold harmless ADC and the City of Carmel;and ADC . and the. City of:Carmel's of icers; officials;..employees, agents,:and.attomeys;.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, oe otherwise-by any.agerit, .emplo ee, -or.contractor. of the. ' Performer-or. from:any actions.of the. Perforrher'and/or-the Performer's agents,''employ es,.'or contractors at:or:: regardingthe Performance,: 5. License. The Performer hereby grants.to ADC .and the City.of.Carmel a license(the"Liceri a")to:photograph,-video: record; of :otherwise- depict, .in,:.on, or• through any medium (whether print;:digital; or a ther media format); the Performer and the•Performance;-.for use:by ADC and-the:City of Carmel iri advertising or m rketing.ADC;the Venue, the City of Carmel;.the'Carmel Arts and Design District,and/or ADC-sponsoted or ADC-rel ted events..The License. shall survive the termination of this Agreement: 6.; .Indemnity:-The Performer hereby agrees to indemnity and hold harmless ADC .and 1bC's officers,.officials, employees, agents, .and attorneys from and against all claims; suits, judgments, liabilities, .losses; costs, and expenses (including; without]imitation;.reasonable attorneys' fees and court costs)that restjlt 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: . 6. Copyright Permission. The Performer hereby= agrees to obtain alt.necessary permissi ns from .BMI;.ASCAP, SESAC; or directly from the copyright holders).of all songs or other works that is not'in the public.domain and that will be part- of the Performance; and hereby agrees to indemnify and:hold harmless ADC, and ADCs.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'sfailure 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 fits obligations'undee.this Agreement, and all relevant provisions.thersof are incorporated herein.by this reference:.The Performer agrees to indemnify and,hold harmless ADC from any loss,.damage and/or.liability resulting from a y such violation-of such laws,.orders, rules, regulations and codes..The Performer further agrees to.comply with all-II ul orders of ADC with regards to or.related to the Performance: 10.'Nond.iscrimination. The Performer represents and warrants that.it and'all of its.offcers, employees, agents and contractors.shall comply with_all-laws of the United.States- the.State of Indiana -and Carmel,:Indiana prohibiting . discrimination against any. employee; applicant for employment, or. other persona in the' performance. of the Performer's obligations under this.'Agreement with 'respect to their hire, tenure, terms, co ditions and privileges of empIoyment.and.any.other.'matter related to their employment;or subcontracting, because of race, religion; color, sex, handicap; national origin, ancestry, age; disabled veteran status arid/or Vietnam era vet ran status. . 11. Governing.Law;.Lawsuits: This Agreement is to be construed in accordance with and over by the laws of the State of Indiana except for its .conflict of.laws provisions: The. parties agree that, in the event a lawsuif.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'jurisdic ion over the same: 12.1ran Certification. Pursuant fo LC. § 5-22A6.5,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 from ime 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_dos not.knowingly employ any unauthorized aliens:Should.the Perforrer violate Indiana's E=Verify law;the City may erminate this Agreement in accordance with therewith. 14. Force.Majeure. If:performance of this.Agreement':or any obligation under this Agreement i prevented, restricted;.or interfered with by causes beyond either,party'§ reasonable control (``Force Majeure"), and if the party unable to carry out its obligations gives.the.other partyprompt w.itten.noticeof 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 hall proceed to.perform with reasonable dispatch whenever such causes are removed or ceased.An actor omissio 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. 2 15:.Miscellane6us. 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 teems 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 constitutesahe entire agreement between the Performer and ADC . with.respect to the subject matter hereof, and supersedes all:prior or written repress tations and agreements regarding same-..This Agreement may.only be modfied.liy written amendment executed by both.parties hereto.The parties represent and.warrant that they are.authodied.to enter into.this Agreement and that the persons executing this Agreement have the authority to.bind the party which they-represent..The parties warran4 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:Ag�eement, 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 Jeff Reed ADC" . (u. . ) . ( Performer") By:. :By: F . /� . Blair Clark, President.: Authorise ignature.: Date: . .12/20/18 Jeffrey A Reed, Printed Name Title FID/TIN: Last Four of.SSN if Sole Proprietor:9096 2018 Date:. 12l31/ -If Minor: . :. represe nt,- parent or guardian of the Performer,.we:. 'shall.both-be bound by.the.term s:ofthis- Performance .. -Agreement:. Signature.of Parent of Guardia P.rinted'Name Date: . 3 rth eve opmen :company PERFORMANCE AGREEMENT.. . Sdeond'Saturday:GalleryWalk . This Perforrnance:Agreement the:"Agreement" ,which shall be effective as.of the date it is.last signed by a.party Hereto. (the"Effective:Date");is now ent red into.by and between.Artist Deveiopment`Corporation.("AD.C.�, and an individual or ,. -entity authorized-.to do business in_the:State:of Indiana and with offices:located at '//a`/�feirmohy R.I.:Carmcl.l�l 6032 (address.of:the"Performer"). P.erforrhance.The Performer shall provide the following live:entertainment: Molly Jones on Sat rday.January 12.•201 S: (the"Performance Date");5 P.M:to:9 P.M.; at,.Carmel Arts&Design District.Carmel:Indiana(the"Venue°)..The Performer shall provide.all equipment rtecessaiy or.desirable for the Pe iformance,:.except that ADC shall.provide: None .. 1.: P..ayment.-ADC shall pay to the:.Performer IM_upon payment to ADC,by:the. City..of armel, Indiana,("City:of Carmelo);typically•within:forty-five•(45)days:,of the•Performance Date;,which:paymentshall onstitute all monies due and owing to•the:Performer fvom ADC for orrrelated to.the Performance:: . 2. Non-Performance..I f the Performance is cancelled.by ADC.at least thirty (30) days prior to-.the Perforniance.Date, . . ADC owes .no amount to..Performer. If the Performance. is :cancelled less:than :thitty.(30) days .before the:: . P.erfomiance:::Date, then ADC.shall pay to'the:.Perforrrier the full amount'of the Payment::surn as.'.specified in Paragraph. 2.heeeinabove: :.If the•Performance .is _not: provided.,by.the Performer as:specified in.Paragraph-.1 . hereinabove,•tha Performer-shail:pay to ADC.one=half of the-Payment sum as-specified in.Paragraph:2-hereinabove 3. Sales:Neither ADC nor the Performer:shall sell tickefs:or:charge admissioo to the Performa� de. On.the:Peiformance Date, the P.erfor_mer may;:in conformance With the laws, rules; and regulations:of.the Ve,n�ue, sell:the.PerFomier's:: merchandise'at the Performance:.location,and:the.Performer shall retain all:proceeds.therefrom without contribution to ADC: 4:: Relationship::The.Performee:is not,and.shall:n.ot 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,:ar d attomeys;.from and against"all. claims,-suits,:: . :. . judgments,.liabilities;.losses, costs, and-expenses(including,=withoutlimitation,:reasonable attorneys'fees and.court costs):that result from'any:.claim-for:wages, benefits,'or otherwise by any.agent, _emplo ee, or.contractor of the. Performer-or from:any .actions.of the. Performer`and/or the Performer's.agents, employ es,-or contractors at,:or:: regarding the Performance, .5. License. The Performer hereby.grants.to ADC and--the City.of Carmel a license(the:"Licen. a")to:photograph,video:: record; .or.otherwise. depict; :in,;:.on;-or through:.any medium:(whether print; digital, .or-other media.fomiat); 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 DC's_ officers, officials, employees, agents; and attorneys from and against all claims; :suits, judgments,-liabil ties, .losses;.costs,-and: expenses (including; .without limitation reasonable attorneys' fees and court costs)that_rest'It 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 th publicdomain.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 at result from the Performer's failure to obtain such permissions; 9: . Compliance with. Law; .Lawful :Orders. The.Performer agrees: to. comply with: all feder I; 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.liabilityresulting from any'such.violation of such laws,;orders, rules, regulations and codes..The Performer_further,agrees to complywith all lawful orders of ADC with- regards to or.related to the Performance: .10. Nondiscrimination. The Performer represents and warrants that it and al.F 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, 66i1diti6ns 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.ve rain status. 11. Governing.Law;.Lawsuits. This Agreemenf.is to be construed in accordance with�and go emed.by thelaws 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 fleeany:such lawsuit'in an appr prate court in Hamilton County, Indiana only; and agree that such court is.the appropriate.venue for and has'jurisdic ion oVer th.e same, 12.'Iran Certification. Pursuant to-I.C. § 5-22-16.5; the Performer hereby certifies that it does ot engage.in investment activities within the Country.of Iran. 1$. ENerify. Pursuant to. I:C..'§ 22-5-1.7, et.sea., as the same .may be amended from time to.-time, and as.is incorporated:herein by this'reference.; the."Performer hereby certifies that; to the extent .the Performer has any employees,--the.Performer has enrolled.and.is participating:in the E-verify program and.do s 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.A reemenf or an obli ation under this A reement i ,prevented','restricted, or. 9 Y . g 9 interfered with by causes beyond either party s reasonable control ("Force Majeure'), and iiI`the party unable to carry out its obligations gives the.other party prompt written.notice of such event,-thenthe obligations of theparty:invoking this provision shall be suspended to,the extent necessary by such event..The .term. For a 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: 2 15. Miscellaneous. The .indemnities set.forth.in,this Agreement shall survive"th.e 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 unenfo ceable 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 priororal or written represe tations and:agreements, . regarding same:,This Agreement_may.only:be modified:by;written amendment executed by both.parties hereto.The - parties represent and.warra.nt that they are."authorized.to enter into:this Agreement and that.t the persons executing : this Agreement have the authority to bind the party which they represent.The parties warran 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:sarh-e'freely,voluntarily; nd without any.duress;-: undue influence:or coercion: :. IN WITNESS WHEREOF, the parties hereto have made;and executed this Agreement as follows- .. ARTIST DEVELOPMENT CORPORATION Molly.Jones ("Performers) :. By:: : . . . : : By: .: : .. . Blair Clark; President: := A ri d Si t e Date: :. 12/20/18 fl� Printed me . .. itle EID rflN: .. Last.Four of SSN if Sole Proprietor. .Date:: . . 31119 If Miinor: . 1 repres as pares o.guar Performer,.we.. ent;. t dia: of the.Perfor shall,both be bound by,the.term :of this Performance, .. Agreement:. : Signature of Parent of.Guardian Printed Name Date: 3