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HomeMy WebLinkAboutPK17-379 - Original - Dylan Jakobsen C/o APA - Contract - 04/13/17 cords M ern KENT Document CONTRACT COVER SHEET This is to be completed by the Contract Manager prior to submission to City Clerks Office. ,All portions are to be completed. If you have questions, please contact City Clerk's Office.. Vendor Name: D Ian Jakobsen C/o APA Vendor Number: 1494175 JD Edwards Number Contract Number: 1 - 1 This is assigned by City Clerk's Office Project Name: 41h of JulySplash Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amendment Z Contract ❑ Other: Contract Effective [date: 4/13/17 Termination Date: 7/5/17 Contract Renewal Notice (Days): 30 Number of days required notice for termination or renewal or amendment Contract Manager Calleen Bidman Department: Parks, Cultural Programs Contract Amount: �1,,500.00 Approval Authority: 0 Department Director ❑Mayor ❑City Council Detail: (Le. address, location, parcel number, tax id, etc.): 41h of July Splash _ Lake Meridian Parr adccW 1 D877,,,.8.,_14 T KENT CONTRACTOR SERVICES AGREEMENT between the City of Kent and Dylan Jakobsen c/o APA ry THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the "City"), and Dylan,Jakobsen, c/o APA located and doing business at 135 West 50"' St., 17th Floor, New York NY 10020 (hereinafter the "Contractor"'), L DESCRIPTION OF WORK. Contractor shall perform the following services for the City: Description: Dylan Jakobsen will present one performance as part of the City of Kent's Fourth of July Splash. Start Time/Duration/Stop Time: 8:00p.m. / 90 minutes/9:30p.m. Day, Date, Year: Tuesday, July 4, 2017 Event Location: Lake Meridian Park, 14800 SE 272"' St,, Kent Merchandising: Contractor shaft have the sole and exclusive right, but not the obligation, to sell merchandise directly pertaining to and/or bearing the likeness of Artist, inclusive of compact discs, at the performance. Contractor must provide all sales staff and will retain 100% of sales revenues. Contractor further represents that the services furnished under this Agreement will be performed in accordance with generally accepted professional practices in effect at the time those services are performed, IL COMPENSATION. The City shall pay Contractor the total sum of $1,500 for the work to be performed under this Agreement, upon satisfactory completion of all services and requirements, specified in this Agreement. $750.00 deposit will be paid, by City of Kent check, to Agency for the Performing Arts, Inc. upon complete execution, of the contract. The balance of$750.00 will be paid, by City of Kent check, to Dylan Jakobsen on the day of the performance. Ill. PRESS MATERIALS. Contractor agrees to provide to the City where appropriate, at his or her own expense, complete press materials, including hard copy or high resolution electronic photographs, biographic descriptions, and prograrn materials, not less than six (6) weeks prior to the initial event date for the City's use in promoting the event. All publicity and promotional materials regarding the event released to the media or public by the Contractor shall credit the City of Kent for its support of the event or project. IV, PERFORMANCE SPACE. The City agrees to furnish, at its sole cost and expense, a place of performance on the date(s) and at the time(s) contained in Section L The City shall also provide ushers, a house manager, and box office staff and any additional services and personnel as required by the City, for the efficient operation of the engagement. Other arrangements will be the responsibility of the City and Contractor as follows below: Venue: Outdoor covered stage provided by City. Sound: City will provide quality sound system and technician; Contractor will provide technical requirements no later than 30 days prior to performance date. Lights: City will provide general lighting as needed. Dressing Rooms: None available, Technical Staff: City will provide sound technician. V, INDEPENDENT CONTRACTOR. The parties intend that an Independent Contractor-Employer Relationship will be created by this Agreement and that the Contractor has the ability to control and direct the performance and details of its work, the City being interested primarily only in the results obtained under this Agreement and compliance with its terms and conditions. V1. WORK PERFORMED AT CONTRACTOR'S RISK, Contractor shall be responsible for the safety of its employees, agents, and subcontractors in the performance of the contract work and shall utilize all protection necessary for that purpose, VIl. INDEMNIFICATION. Contractor shall defend, indemnify and hold the City, its officers, officials, employees, agents and volunteers harmless from any and all claims, injuries, damages, losses or suits, including all legal costs and attorney fees, arising out of or in connection with the Contractor's performance of this Agreement, except for that portion of the injuries and damages caused by the City's negligence, including assertions that the use or transfer of any software, book, document, report, film, tape or sound reproduction delivered in accordance with this Agreement CONTRA(*I 01� SFRVll(T'.S AGR11AIENT - I (Undet-510,000 Solellerformer) f constitutes an infringement of any copyright, patent trademark, trade name, or otherwise results in unfair trade practices. The City's inspection or acceptance of any of Contractor's work when completed shall not be grounds to avoid any of these covenants of indemnification. The provisions of this section shall survive the expiration or termination of this Agreement. Vill. INSURANCE. The Contractor shall procure and maintain for the duration of the Agreement, insurance of the types and in the amounts described in Exhibit A attached and incorporated by this reference. IX. TERMINATION AND BREACH. Either party may terminate this Agreement, with or without cause, upon providing the other party ninety(90) days written notice at its address set forth on the signature block of this Agreement. All costs incurred by the City due to Contractor's failure to comply with the terms and conditions of this Agreement shall be the responsibility of the Contractor. The City may deduct its costs from any payments due to the Contractor or pro-rate the Agreement amount based upon the actual time of Contractor's performance compared to the contracted performance schedule. X. IMPOSSIBILITY OF PERFORMANCE. Outdoor performances are considered "rain or shine." In the event that extreme inclement weather renders an outdoor performance impossible, the City will attempt to arrange an alternate performance space and Contractor will employ its best efforts to provide the contract work in that alternate performance space. Neither party shall be under liability for failure to perform in the event that such failure is caused by or due to acts or regulations of public authorities, civil tumult, strike, epidemic or any other cause beyond the control of either party. In the event of a failure to perform as provided in this section, neither party shall be liable for the balance of the Agreement. XI. MISCELLANEOUS PROVISIONS. A. Discrimination. In the performance of work under this Agreement or any sub-contract, the Contractor shall not, by reason of race, religion, color, sex, age, sexual orientation, national origin, or the presence of any sensory, mental,or physical disability, discriminate against any person. B. Recyclable Materials. Pursuant to Chapter 3.80 of the Kent City Code, the City requires its Contractors to use recycled and recyclable products whenever practicable. A price preference may be available for any designated recycled product. C. Non-Waiver of Breach. The failure of the City to insist upon strict performance of any of the covenants and agreements contained in this Agreement, or to exercise any option conferred by this Agreement in one or more instances shall not be construed to be a waiver or relinquishment of those covenants, agreements or options, and the same shall be and remain in full force and effect. D. Resolution of Disputes and Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. If the parties are unable to settle any dispute, difference or claim arising from the parties' performance of this Agreement, the exclusive means of resolving that dispute, difference or claim, shall only be by filing suit exclusively under the venue, rules and jurisdiction of the King County Superior Court, King County, Washington, unless the parties agree in writing to an alternative dispute resolution process. In any claim or lawsuit for damages arising from the parties' performance of this Agreement, each party shall pay all its legal costs and attorney's fees incurred in defending or bringing such claim or lawsuit, in addition to any other recovery or award provided by law; provided, however, nothing in this paragraph shall be construed to limit the City's right to indemnification under Section VII of this Agreement. E. Written Notice. All communications regarding this Agreement shall be sent to the parties at the addresses listed on the signature page of the Agreement, unless notified to the contrary. Any written notice hereunder shall become effective three (3) business days after the date of mailing by registered or certified mail, and shall be deemed sufficiently given if sent to the addressee at the address stated in this Agreement or such other address as may be hereafter specified in writing. F. Assignment. Any assignment of this Agreement by either party without the written consent of the non- assigning party shall be void. If the non-assigning party gives its consent to any assignment, the terms of this Agreement shall continue in full force and effect and no further assignment shall be made without additional written consent. G. Modification. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by a duly authorized representative of the City and Contractor. H. Entire Agreement. The written provisions and terms of this Agreement, together with any Exhibits attached hereto, shall supersede all prior verbal statements of any officer or other representative of the City, and such statements shall not be effective or be construed as entering into or forming a part of or altering in any manner this Agreement. All of the above documents are hereby made a part of this Agreement. However, should any language in any of the Exhibits to this Agreement conflict with any language contained in this Agreement, the terms of this Agreement shall prevail. CONTRACTOR SERVICES AGRFFMI'N'f-2 (Under S10,000 -Sole Perfornier) I. Compliance with Laws. The Contractor agrees to comply with all federal, state, and municipal laws, rules, and regulations that are now effective or in the future become applicable to Contractor's business, equipment, and personnel engaged in operations covered by this Agreement or arising out of the performance of this Agreement. IN WITNESS,the parties below execute this Agreement,which shall become effective on the last date entered below. CONTRACTOR: CITY OF KENT: By: By: (signature) (fignfuro Print Name: Dylan Jakobsen Print Name: Lori Hoga Its Performer Its: Superintendent, Recreation and Cultural Services, (Title) Parks, Recreation and Community Services DATE: 1 -25- 17 q� t filiej DATE: �� NOTICES TO BE SENT TO: NOTICES TO BE SENT TO: CONTRACTOR: CITY OF KENT: Carissa Bauman, Manager Ronda Billerbeck, Cultural Programs Manager PO Box 2556 City of Kent Woodinville. WA 98072 220 Fourth Avenue South Kent,WA 98032 425-591 -4182 (telephone) (facsimile) (253) 856-5050(telephone) (253) 856-6050(facsimile) P.'LvKGRA19!CO!ITMCTVfMl11.!CnrF¢bfi!NLS1CenfaPAnl6eniea WgracmaisWb4CPMneYPer/nimtiSmeP tloc CONTRACTOR SERVICES AGREEMENT-3 (Under$10,000—Sole Performer) j EXHIBIT A INSURANCE & INDEMNITY REQUIREMENTS No Insurance is required for this Contract. i i I i I M CONTRACTOR SERVICES AGREEMENT-4 (Under$10,000—Sole Performer) 10411 Issue Date: 1/1812017 Agenli Seth Rappaport Agreement made this date,Wednesday,January'18,2017 by and between Dylan Jakobsen(hereinafter referred to as Artist)and City of Kent Arts Commission, (hereinafter referred to as Purchaser).It is understood and mutually agreed that the Purchaser engages the Artist to perform the following engagement upon air the terms and conditions hereinafter set forth, ARTIST: Dylan Jakobsen VENUE: Fourth of July Splash Festival BILLING: 100% Festival ADDRESS: Lake Meridian Park-14800 SE 272nd Street DATE(S): Tuesday,July 4, 2017 Kent,WA 98042 CAPACITY: TBD AGES: All Ages TICKETS: -CwasZK -c— ket-Erim {USCG) Free Gross Patotrl;al SO.00 Net Potential A fler"raxes and Fees $0.00 DEAL: $1,500.00 USD FI'at Guarantee ADD'L PLUS Purchaser agrees to provide and pay for High Quality Sound and Lights to meet with Artist's specifications PROVISIONS: and approval. WLKOUT PTNTL: $1,500.00 ANNOUNCE DATE:To Be Determined ON SALE DATE: To Be Determined Mi 100%All Merchandise .Artist sells SCHEDULE: Dylan Jakobsen 8:30 pri 90min PAYMENTS: $750.00 payable to APA,due by 4/04/2017 Account#:478 006 4698/Swift#: BOFCUS33MPK/ABA 4: 122 000 496 Account Name: Agency for the Performing Arts, Inc Bank: Union Bank of California 19460 Wilshire Blvd Beverly Hills, CA 90212 Please include Artist and performance date on the payment menno. Balance, including any overages, to be paid by Per Advance to Dylan Jakobsen. (Tax ID: 533-29-3590)immediately prior to performance(s) Farlure to present the engagement shal�not rieve the Purchaser of the ob'igaron to pay the guararlea in full. It is expressly understood by the Purchaser(seta) d the Art�st who are party to this contract that neitherAPA,Inc.nor its officers nor its employees are parties to this contract in any capacity and that neither'APA,Inc.nor its officers nor its employees are liable for the performance breach of any provisions contained herein.Should any Rider,Addendum andlor Expense sheet be annexed to this Agreement it/they shad',also constitute as part of this agreement and shafl be signed by all parties to this,contract.This contract and its attachments may be executed and exchanged olLctromealty or by fax IN WITNESS WHEREOF,the parties have executed this Agreement on the dale first above written, BY:X BY:X � By� SIGNATURE iOF-P RESENTS SIGNATURE OF ARTIST REPRESENTATIVE Ronda Billerbeck carlssa Bauman City of Kent Arts Commission Cylan Jakobsen 220 Fourth Ave S 15431 70th Ave SE Kent,WA 98032-5895 Snohomish,WA 98206 Email: RBIllerbeck@kentwa.gov Phone: 253-856-5050 Fax: 253-856-6050 405 S. Beverly Drive, Beverly Hills, CA 90212 150 Fourth Ave N, Suite 2300 Nashville,TN 37219 Page 1 of 3 135 West 50th St. 17th floor New York, NY 10020 Contract#10411 STANDARD TERMS AND CONDITIONS PRODUCTION CONTROLS:Artist shall have sole and exclusive creative control over the production,presentation and performance of Artist's engagement hereunder and any changes thereto.Purchaser agrees to comply promptly with the directions of Artist or Artist's representative concerning stage settings for Artist's engagement hereunder. ARTIST'S COMPENSATION:If payment to Artist is based in whole or in part on receipts from Artist's engagement hereunder,Purchaser shall first apply any and all receipts derived from Artist's engagement toward the payments required to be made by Purchaser hereunder.Purchaser agrees to provide Artist or Artist's representative with a certified statement of the gross receipts of Artist's engagement within two(2)hours following Artist's engagement.Artist may have a representative present at the box office who shall have access to Purchasers box office records relating to Artist's engagement.Artist's compensation shall be paid to Artist without any deductions for taxes,fees,levies or union dues whatsoever,all of which shall be the sole responsibility of Purchaser BALANCE OF GUARANTEE:The balance of the Guarantee shall be paid to Artist via bank wire no later than the scheduled engagement date if Purchaser fails to present the engagement. OVERAGES:All overage monies owed to Artist shall be paid to Artist immediately following Artist's performance by cash or cashier's check only ROYALTIES:Purchaser will be responsible for the payment of all music royalties in connection with Artist's engagement hereunder. WORK PERMITS AND VISAS:Purchaser shall be solely responsible for procuring and paying for,at no cost to Artist,all work permits and visas required for the engagement.Failure to procure such work permits and visas or provide necessary documentation to obtain them will be deemed a material breach of this Agreement, and Artist(1)will be relieved of any further obligations Artist may have pursuant to this Agreement,(ii)shall have the right to retain all monies previously paid by Purchaser;and(iii)shall be entitled to exercise all rights and remedies otherwise available to Artist at law,in equity or otherwise as if Artist has fully performed all obligations under this Agreement Artist agrees to provide all personal information reasonably required in order to enable Purchaser to procure such work permits and visas. CONFIDENTIALITY:Purchaser understands and agrees that no information regarding show grosses or attendance will be reported to any third party without the express prior written permission of Artist or Artist's representative.Failure to comply will be treated as a material breach of this Agreement,and Artist reserves all rights and remedies available to Artist at law,in equity or otherwise.Under no circumstance is Purchaser to announce or advertise the engagement without the prior written approval of Artist or Artist's representative. ARTISTS RIGHT TO PAYMENT OF GUARANTEE IN ADVANCE:If:(a)Purchaser fails to pay when due any amounts owed Artist hereunder when due;or(b) Purchaser fails to perform any material obligations hereunder,or(c)Artist has good faith reason to believe the Engagement may be cancelled,then Artist shall have the right to request full payment of the Guarantee in advance of the engagement dates)and Purchaser agrees to remit full payment of the Guarantee to Artist via bank wire promptly upon request. BILLING Artist's engagement hereunder shall receive billing in such order,form,size and prominence as directed by Artist or Artist's representative in all advertising and publicity issued by or under the control of Purchaser,including,but not limited to,displays,newspapers,radio and television ads,posters and house boards. USE OF ARTIST'S NAME AND IMAGE:Purchaser may only use Artist's name and pre-approved voice,photograph,likeness,image or other identification of Artist in connection with Purchaser's advertisements and publicity for Artist's engagement hereunder,Purchaser may not use Artist's name,voice,photograph,likeness,image or other identification of Artist as a direct or implied endorsement of any product or service.There shall be no corporate or product or service name or logo included in any such advertising or publicity without the prior written approval of Artist or Artist's representative obtained in each instance.Notwithstanding the foregoing,the placement,form,content,appearance and all other aspects of Purchaser's use of Artist's name,voice,photograph,likeness,image or other identification of Artist shall at all times be subject to the prior written approval of Artist or Artist's representative MERCHANDISING:Artist shall have the exclusive right to sell merchandise in connection with Artist's engagement hereunder,including but not limited to,soft goods (e.g.T-shirts),souvenir programs,photographs,posters,slickers and CDs,on the premises or otherwise,and Purchaser shall have no right to share in the proceeds from the sale of such merchandise. NO REPRODUCTION PERMITTED:Purchaser will not and will not permit or authorize others(including,but not limited to,venue employees,representatives and contractors)to record.broadcast,photograph or otherwise reproduce in any manner the audio or visual performance by Artist or any part thereof STAGE SEATS:It is understood and agreed that no stage seats are to be sold or used without the prior written consent of Artist or Artist's representative. PROMOTION:Purchaser shall not announce,advertise,promote or sell tickets to Artist's engagement until written authorization has been obtained from Artist or Artist's representative.Purchaser agrees to promote the engagement to the best of Purchasers ability by print,radio,and website and otherwise.There shall be no promotion or co-promotion with any radio station without the prior written approval of Artist or Artist's representative Purchaser shall not commit Artist to any interviews, promotional appearances,meet and greets or other promotional activities without the prior written consent of Artist or Artist's representative. TICKETS:All tickets shall be numbered.No tickets shall be priced at higher than the agreed upon price (exclusive of tax)without the prior written approval of Artist or Artist's representative If ticket price scaling is varied in any manner,the percentage of compensation payable to Artist shall be based on whichever of the following is more favorable to Artist:(i)the ticket price scaling set for in the underlying Agreement or as otherwise agreed in writing by the parties;or(ii)the actual ticket price.There shall be no dynamic ticket pricing without the prior written approval of Artist or Artist's representative. Any inclusion of Artist's engagement hereunder in a subscription or series offer shall be subject to the prior written consent of Artist or Artist's representative. INDEMNIFICATION:Purchaser shall defend,indemnity and hold harmless Artist,and any and all employees of Artist and any and all representatives of Artist from and against any and all costs,claims,expenses (including attorneys'fees and court costs),liabilities,damages,losses or judgments arising out of or in connection with,any claim,action or demand sustained as ar. indirect or direct result of,Artist's engagement hereunder. 405 S. Beverly Drive, Beverly Hills, CA 90212 Initial 150 Fourth Ave N,Suite 2300 Nashville, TN 37219 Page 2 of 3 135 West 50th St. 17th floor New York, NY 10020 Contract 410411 INSURANCE:Purchaser shall add Artist and Artist's employees as additional insureds to a commercial general liability insurance policy with limits of liability of Five Million Dollars($5,000,000)for each occurrence in the event of death or bodily injury arising from the negligence of Purchaser as promoter and operator of the Venue. In addition,Artist and Artist's employees shall be covered by Purchaser's worker's compensation insurance.Purchaser shall provide evidence of the required insurance coverage prior to Artist's engagement hereunder. PURCHASER'S DEFAULT/CANCELLATION:If.on or before the date of Artist's engagement,Purchaser fails or refuses to perform any contractual obligations relating to Artist's engagement herein and/or any contractual obligation with any other performer,or if the financial status of Purchaser has been impaired,or in the opinion of Artist or Artist's representative,is unsatisfactory,Artist shall have the right to demand payment of the full Guarantee.If Purchaser fails or refuses to make such payment,then such failure shall be deemed a material breach of this Agreement,and Artist shall have the right,without prejudice to any other rights or remedies,to:(i) immediately terminate this Agreement and cancel Artist's engagement hereunder;(6)retain all amounts previously paid to Artist by Purchaser,(iii)receive the full Guarantee(or balance thereof)and all out of pocket expenses incurred by Artist in connection with Artists engagement.For the avoidance of doubt.Purchaser shall remain responsible for all transportation,accommodations and expense reimbursements for Artist and Artist's entourage pursuant to this Agreement ARTIST'S CANCELLATION:Purchaser agrees that Artist may cancel Artist's engagement hereunder without liability by giving the Purchaser notice thereof at least thirty(30)days prior to the commencement date of the engagement hereunder.Upon termination of this agreement in accordance with this paragraph,Artist shall return to Purchaser any deposit previously received by Artist in connection with the engagement.Subject to the foregoing,upon such termination,the parties shall have no further rights or obligations hereunder,and each of the parties shall bear its own costs incurred in connection with this agreement. FORCE MAJEURE:If,as the result of a Force Majeure Event(as defined below),Artist is unable to,or is prevented from,performing the engagement or any portion thereof.Artist's obligations hereunder will be fully excused,there shall be no claims of any kind for damages or expenses of any kind by Purchaser,and Purchaser shall bear its own costs and expenses in connection with this Agreement.Notwithstanding the foregoing:(i)Purchaser shall be obligated and liable to Artist for such proportionate amount of the payments provided for herein as may be due hereunder for any performance(s)which Artist may have rendered up to the time of the inability to perform by reason of such Force Majeure Event;and(ii)in the event of such non-performance as a result of a Force Majeure Event,if Artist is ready,willing and able to perform(but for the occurrence of such Force Majeure Event),Purchaser shall nevertheless pay Artist an amount equal to the full Guarantee plus all other payments and compensation due hereunder.For clarification,in the event of cancellation due to any Force Majeure Event,and whether or not Artist is ready,willing and able to perform,Purchaser shall remain responsible for all transportation, accommodations,expense reimbursements and any other payments or compensation due Artist and Artist's crew and entourage pursuant to the terms of this Agreement. A"Force Majeure Event"shall mean,but shall not be limited to,any one or more of the following acts which makes any performance by Artist contemplated by this Agreement impossible,infeasible or unsafe:acts of God;acts of public enemy;acts or threats of terrorism;insurrections;riots or other forms of civil disorder; embargoes;labor disputes(including,without limitation,strikes,lockouts or boycotts);fires;explosions;floods;shortages of power or other essential services;failure of technical facilities;failure or delay of transportation;death,disability,illness,injury or other inability to perform by Artist,any of Artist's musicians,other performers, crew,representatives or advisors,any of Artist's family members,any of Purchaser's key personnel,or any other person personally known to Artist whose death, disability,illness or injury adversely impacts Artist's ability to perform in connection with the engagement;or other similar or dissimilar causes beyond the control of Artist which make any performance(s)contemplated by this Agreement impossible,infeasible or unsafe.For the avoidance of doubt,poor ticket sales shall not be deemed a Force Majeure Event. INCLEMENT WEATHER:Notwithstanding anything to the contrary contained herein,inclement weather shall not be deemed a Force Majeure Event,and Purchaser shall remain liable for payment to Artist of the full Guarantee plus all other compensation due hereunder if Artist's engagement is rendered impossible,infeasible or unsafe by such weather conditions.For clarification,Purchaser shall remain responsible for all other terms and conditions of this Agreement,including,without limitation,accommodations,transportation and expense reimbursements for Artist and Artist's crew and entourage. LIMITATION OF LIABILITY:In no event shall Artist(nor any of Artist's agents,representatives,principals,employees,officers,directors and affiliates)be liable to Purchaser for any indirect,incidental,consequential,special,punitive,exemplary or any similar damages,including,without limitation,lost profits,loss of revenues or income,cost of capital or loss of business reputation or opportunity,as to any matter relating to,or arising out of.Artists engagement hereunder or the transactions contemplated by this Agreement,whether in contract,tort or otherwise. NOTHING CONTRARY TO LAW:Nothing herein contained shall require the commission of any act contrary to law or contrary to the restrictions of any guild or union having jurisdiction over Artist's engagement hereunder.In the event of any conflict between any provision of this Agreement and any such law or restriction,such law or restriction shall prevail and this Agreement shall be curtailed,modified,or limited only to the extent necessary to eliminate such conflict ENTIRE AGREEMENT:These Standard Terms and Conditions are hereby incorporated into the Agreement and any addendum(s)thereto.In the event of any conflict between these Standard Terms and Conditions and the Artist's rider provided by Artist or Artist's representative attached hereto(if any),Artist's rider shall control.This Agreement shall constitute the entire agreement between the parties hereto concerning the subject matter hereof and may not be modified except by an instrument in writing signed by both parties.This Agreement shall be construed in accordance with the laws of the State of California,and the state and federal courts located in Los Angeles County in the State of California shall have exclusive jurisdiction over any matters pertaining hereto. This Agreement may be executed in two or more counterparts,each of which shall be deemed an original and all of which taken together shall constitute one and the same instrument.Delivery of an executed copy of this Agreement by facsimile or electronic delivery shall be deemed a valid and binding original. 405 S. Beverly Drive, Beverly Hills,CA 90212 Initial 150 Fourth Ave N,Suite 2300 Nashville,TN 37219 Page 3 of 3 135 West 50th St. 17th floor New York, NY 10020