HomeMy WebLinkAboutPK17-380 - Original - Mo Kenney Music - Contract - 05/02/17 cords ern `111/11
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wnswiwcrmw Document
CONTRACT COVER SHEET
This is to be completed by the Contract Manager prior to submission
to City Clerics Office. All portions are to be completed.
If you have questions, please contact City Clerk's Office.
Vendor Name: Mo Kenney Music
Vendor Number: 151722.8
JD Edwards Number
Contract Number: -1 _ �
Iv
This is assigned by City Clerk's, Office
Project Name: lent Summer Concert Series
Description: ❑ Interlocal Agreement ❑ Change Order ❑ Amiendment ® Contract
❑ Other:
Contract Effective Date: 5/2/17 Termination Date: 7/14/17
Contract Renewal Notice (Days): 30
Number of days required notice for termination or renewal or amendment
Contract Manager: Calleen Bidman Department: Parks, Cultural Pro Trams
Contract Amouint: 12,000.00
Approval Authority: ® Department Director ❑Mayor ❑City Council
Detail: (i.e. address, location, parcel number, tax id, etc.):
Thursday's at the Lake - Lake Meridian Park
adccW10877 8 14
KENT
CONTRACTOR SERVICES AGREEMENT
between the City of Kent and
Mo Kenney Music
THIS AGREEMENT is made between the City of Kent, a Washington municipal corporation (hereinafter the
"City"), and Mo Kenney Music, located and doing business at 8 Elm Street, Toronto, ON, M5G1G7, Canada
(hereinafter the"Contractor").
I. DESCRIPTION OF WORK.
Contractor shall perform,the following services for the City,
Description: Mo Kenney will present one performance as part of the Kent Arts Commission's Summer Concert Series.
Start TimefDuration/Stop Time: 7 p.m./90 minutes, one set straight through or two sets with a short break/8:30 p.m
Day, Date, Year: Thursday, July 13, 2017
Event Location: "Thursdays at the Lake" at Lake Meridian•Park, 1,4800 SE 272 Ild St,, Kent,WA.
Merchandising: Contractor shall have the sole and exclusive right, but not obligation, to sell souvenir posters, programs,
CDs, DVDs and other merchandise directly pertaining to and/or bearing the likeness of the Artist at the
performance. Contractor provides sales staff and retains 100% of the receipts.
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$2,000 for the work to be performed
under this Agreement, by City of Kent check on the day of the performance. A$1,000.00 deposit will be paid, by City of
Kent check, to The Feldman Agency upon complete execution of the contract. The balance of$1,000.00 will be paid, by
City of Kent check, to Mo Kenney on the day of the performance,
III. 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 program 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 clate(s) and at the time(s) contained in Section I. 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 wiil be the responsibility of the City and Contractor as follows below:
Venue: City will provide covered outdoor stage
Sound: City will provide, Contractor with 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. By their execution of this Agreement, and in accordance with Ch. 51,08
RCW, the parties make the following representations:
A. The Contractor has the ability to control and direct the performance and details of its work, the
City being interested only in the results obtained under this Agreement,
B The Contractor maintains and pays for its own place of business from which Contractor's services
under this Agreement will be performed,
C. The Contractor has an established and independent business that is eligible for a business
deduction for federal income tax purposes that existed before the City retained Contractor's
CONTRACTOR SERVICES AGREEMENT- 1
(Under$10,000-Sole Purtortner)
services, or the Contractor is engaged in an independently established trade, occupation,
profession, or business of the same nature as that involved under this Agreement.
D. The Contractor is responsible for filing as they become due all necessary tax documents with
appropriate federal and state agencies, including the Internal Revenue Service and the state
Department of Revenue.
E. The Contractor affirms that it has registered its business, established an account with the state
Department of Revenue and other state agencies, and has obtained a Unified Business Identifier
(UBI)from the state of Washington, as the law may require for Contractor's business.
F. The Contractor maintains a set of books dedicated to the expenses and earnings of its business.
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.
VI. 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.
VII. INDEMNIFICATION. Each party shall defend, indemnify and hold the other, 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
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.
VIII. 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. The City warrants that it
maintains a program of self-insurance and reinsurance for third-party liability.
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.
If the City terminates this Agreement prior to Contractor's successful completion of the contract work, Contractor may
retain any deposit paid by the City to the Contractor. If, however, the Contactor terminates this Agreement prior to
Contractor's successful completion of the contract work, the Contractor shall return all deposits paid by the City to the
Contractor.
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
altemate 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,
CONTRACTOR SERVICES AGREEMENT-2
(Under$f 0,000-Sole Performer)
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 patty 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.
I
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.
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 K T:
By: k-o-2— B+fZL
(signature) (sfg tur
Print Name: Sheri Jones Print Name: Lori Ha a
Its Manager Its: Su erintendent R re n Cultural Services
(title) title)
DATE: May 2/17 DATE:
NOTICES TO BE SENT TO: NOTICES TO BE SENT TO:
CONTRACTOR: CITY OF KENT:
PO Box x, NS Ronda Billerbeck, Cultural Programs Manager
City of Kent
220 Fourth Avenue South
Kent, WA 98032
902 429 9005 (telephone)
(facsimile) (253) 856-5050(telephone)
(253) 856-6050(facsimile)
CONTRACTOR SERVICES AGREEMENT-3
(under$10,000-Sole Performer)
EXHIBIT A
INSURANCE& INDEMNITY REQUIREMENTS
No Insurance is required for this Contract.
CONTRACTOR SERVICES AGREEMENT-4
(Under$10,000-Sole Performer)
LSO A N TFA Contact Vesna Pe;kovic
504 agencycom
A G Iz N C Y 2UG,-1,501,OJ 2no Ave,Vancouver,6C
V6H 3Y4
Mrs Kenney/ Mtn Kenney Music
Agreement made,Thursday,March 09,20,17,between Me Kenney-Mo Kenney Music(rereinatler riufer,ea,to is'ARI ST'),ff-d City of Kent Arts Commission-
Rondo Billorbock(hereinaher reterred to as"PURCHASER")
It is mii agreed fflit the Purchaser hereby pngoye N We Artist Ic perfornr the,forhmvr g engagenient upon att the terms and coaditions Premmarfer set forth,mOudmg,mthoul
firiw0on,Artriendfin? A'tAddd(onal Ferris and Cooddiaosi the Aoflst Ridir,and any ctoeir arjapnia retwenced nereO tat any),aU al whpch are lliiached nererc and fufly rrrcnrpdrafed
tieri.-m 1)y referoice Pzwclraser to rev�evl,sign&fetijin ali to The Fei'dirnaa Age-noy irnmethweiy
I ENGAGEMEN F VENJF(5},
Kent Surnmer Concert Series-Lake Meridian Park,14800 SE 272nd St,Kent WA,US 98042
2 TYPE OF ENGA(,,F`,1FNT
Concert-100%HEADLINE Set-approx.90 rnins
3 DArE(S)OF ENGAGEMENT.
Thursday,Juty 113,2017 fl Set:7:00 PM
4 COMPENSATION:
$2,000,00 USD Flat GUARANTEE
FIST�4 821542123RTOOOI
5.TER VS:
The GVARANTFF orid homses)a;5 TO orsiaWar tax Thcre snali be NO othortieduckops
for fees,/eOes union or r7Phervi,se, ali of which are tne sok,rosponsil)di v of rluffvCHASER
ADDITtONAL PROVISIONS:
Purchaser to provide at no cost to Artist SOUND&LIGHTS as Specified and Approved by Artist.
Purchaser to provide fit tic)cost toArdst TECHNICIAN(s)as required.
Purchaser to provide at no cost to Artist HOSPITALITY RIDER REQUIREMENTS is Specified and Approved by Artist.
6 PAYMEN"TTERMS:
DEPOSIT in the arrOunt of$1,000.00 USD shed be oald to ard in dhe name of Arfisl's agent THE FELDMAN AGENCY Vi to te received according dr"he
f0owing SCrledWe
-$�a�05fi0-Frlday,maxaat, (&y- AtJe— evi-, 4Ait payrrerits shal be paid via cpr4e"46ctuo.�elsi Ply I C'A)
THE FELDMAN AGENCY INC,
Attentirn,Vesha Flejkovic
200-1506 VV 2nd Ave VahGOUver,DC
Canaria V(511 3Y4
OR via bank wire,I direct deposit
This deposit voil c"i"Ifly oev°gflhr,iironry!axed PrCof of
No:a,,tas been ors(,Jenosi: tax 7,usr bL pair.,in fUl,to Allist
US FUNDS
Deposits can be pa c by bank itarisfer. De�ails are, ire eiiii-invi Agercy Inc USD Accmgr�
I'D Carada TiLJSt
Account#734 1527 Trivisq 994000 inetiti-lUon#0(34 Routitig,#0004 940011
Addro,3s 700 West Georgia Street,Vancouvpr"LIC V7Y 1A2
Intermediary Bank BANK OF AMERICA
ABA#1026 009 593
Address 150 Broadway,New York NY 1003H
BALANCE OF FEE: al 11 IV,
Ttee ba[arfCk,of the Guanintee shah be paid Co arrJ in ire narne of Mo Kenney Music by 1, laite,r than one f1b.f
perforn-ance start Ea,,rued perce wages,averages and/or t)cwNs es,if applioaCe are to ce paid to Arrfer ny iasri ceirrOrerl,creq!,e)1 money order(as cosigrate(i ty
ArtiV'),to be rpcewcd by Artist irrimediahey fotow fig tP,e iast show Hof tre engdgerq,(,m;
7.ADVERTISING:
Potf.,,hLAsel,,.agree,.;."jjjy Lase cif Artist must be approved in vwiting by Artist Rep PRIOR to usage Purchaser may only use Arlists
name and pre-aipp(oved voice, ikeriess,inatenals,piclures,PrIotographs, fmige,or olher dentitirat of,of Artist(coleclivOy, 'Ar1ists Likeness"')in connection
with PHirchaser's atjver"ising and publicizing of the efigagerrient,however Purchasers use of Arlislq Likeness shall riot be as an endor5erneni or indicadon eat r)Se
of any pirdflLiCt or service and no corporwe or prortuct/senico[IaML Ctr logo strait be nduci -any such adverti.irrg
6 ARTIST 211-LING:
To be hifed as"Me Kenney"
Artist to receive 1001/6 Headline i
When advertising is permitted,Artist shall receive billing in such order,form,size arid prominence as directed by Artist I Arist Rep, in all advertising and publicity
issued by or under the control of the Purchaser including,out not limited to,displays,newspapers,radio and television ads electric lights,posters,houseboards
and announcements.
ARTIST RESOURCES htip://mokenney.comlmedia-tools!
9,EVENT DETAILS:
TICKET TYPE:Purchaser agrees event is free for the General Public to attend(no tickets shalt be sold)
AGE RESTRICTIONS',Purchaser Agrees this is an ALL AGES Event.
MAX CAPACITY:1000
MEET AND GREET All Meet&Greet/Autograph Session requests are subject to,advance and approval by Artist/Artist Rep.Under no circumstance
should Artist Meet&GreetlAutograph Session be sold,packaged or included in prizing without written permission from Artist Rep.
10.TICKET DEDUCTIONS I ['AXES:
Sales Tax.NIA
I I MERCHANDISE:
Purchaser to charge 0%fee TEXTILES/SOFT GOODS&0%fee CD/0VD/BOOKSj'HARD GOODS on gross revenue from merchandise sales,Artist Sells
General Most-Favored-Nation Treatment:Purchaser agrees,with respect to merchandise fees or charges of any kind imposed on Artist will be computed or OrfiriLd in at least
as favorable a manner as the computation or dchnition giver to one or more third parties performing at the same venue,sarre day.
12 VISA&WORK PERMITS:(if applicabIL)
Artist shall procure and pay for(at no cost to Purchaser)Artist's travel party,permits,licenses and documents required for,or on an account of,the
rendition of services by Artist hereunder and entry into and/or departure for the country/roUntrieS,of the engagement,
13.WITHHOLDING TAX:
U.S.A.Purchaser to withhold 30%Non-Resident Withholding Tax from Artist&Remit to I.R.S unless a waiver/Central Withholding Agreement(CWA)
Is In place,http;dlwww,irs.govllndividuals/International-TaxpayersiCentral-Withholding-Agreements
14,CONTACTS:
PRODUCTION,Dan Mortensen 11206-525-2113 11 dansoundinc@gmaii.com
SHOWADVANCE Ronda Billerbeck 11253-856-5055 11 rbillerbeck@kentwa.gov
ARTISTADVANCE.Wayne O'Connor 11 902-452-4826 pl whatwhatocormor@gmail.com
ARTIST MARKETING Grace Russell tll 902.223.1460 11 graccloulsorussell@gmaii.com
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and cancels and supersedes any other prior
agreements,commitments and understandings,whether written or oral.This Agreement may only be amended in writing signed by both parties.
IN WITNESS WHEREOF,the parties hereto have hereunto set their names and seals on the day and year first above written
City of Kent Arts Commission-Ronda Billerbeck Mo Kenney Music
Purchaser Name Artist Name
220 4th Avenue South: 8 Elm Street
Street Address Street Address
Kent/WA Toronto/ON
City!Prov City!Prov
253-856-5055 rbillerbeck(ftentwa.gov 416-598-006 info@feldman-agency.com
6-5g'-006 "inf,
PhonelEmall Phone Y 4Email
Sr alure of Purchaser Signs of st rtist Representative
`.., /
M /1
Date y/ . Date May 3/1
PLEASE SIGN AND RETURN ALL DOCUMENTS TO conlracis@fedrnan-agericy corn
Inhals
Addendum"A"
(Additional Standard Terms and Conditions)
COMPENSATION: a)Unless otherwise specified,all payments shall be made in full without any deductions whatsoever.If not already indicated on the face page of this Agreement,
PURCHASER will advise ARTIST.or ARTIST's designated representative.promptly upon request(but in no event later than the on-sale dale),of the net admissions prices for the
entertainment presentation and shall further disclose any added charges and applicable lax in connection therewith.
(b)In the event the payment to ARTIST shall be based in whole or in part on receipts of the performance(s)hereunder.PURCHASER agrees to deliver to ARTIST,orARTIST's
designated representative a certified statement Of the gross receipts of each performance within two(2)hours following such performance.ARTIST,or ARTIST's designated
representative shall have the right to have a representative present in the hox office at all times and such representative shall have access to box office records of PURCHASER
relating to gross receipts of the Engagement.
(c)In the event that the payment of ARTISTS'S share of said performance(s)receipts is based in wnole or in part upon expenses related to the Engagement,PURCHASER shall
verify by paid receipts.cancelled check of similar documents all such expenses,or they shall not be included as an expense of the Engagement.
(d)In the event the payment to ARTIST does not Include a percentage payment,if the actual gross box office receipts from the Engagement exceed the gross potential as slated on
the face of this Agreement or as otherwise agreed in writing between the parties,such excess shall be Immediately paid in full to ARTIST in cash.
(e)The Deposit Amount shall be held in trust by THE FELDMAN AGENCY INC. for the Purchaser and Artist as their interests may appear,and shall be credited against the amounts
owing to the Artist.In circumstances where the Contract is not completed due to cancellation,withdrawal or default by the purchaser,100%of the deposit is forfeited to the Artist In
the event that the Purchaser cancels any performance less than thirty(30)days before the Start Date,the Purchaser shall pay to the Artist,as liquidated damages,the full amount
specified as Guarantee to Artists hereunder.The Deposit Amount shall only be returned to Purchaser in the event(a)the Artist's performance,as specified hereunder,does not
occur,and(b)the failure of The Artist to perform is through breach by Artist of(his Agreement.
TAXES:For clarification,unless specifically required by local law,any monies oaid to ARTIST for travel.production reimbursements,or otherwise pursuant tO(his Agreement,which
are apart from the GUARANTEE(and any percentage income andlor bonuses)shall NOT be subject to Artist withholding tax or similar lax.PURCHASER agrees to promptly pay all
such withholding taxes(or similar tax)to the applicable governmental authorities. PURCHASER shall immediately si.pply to ARTIST's designated representative(in a form
satisfactory to ARTIST)all necessary documentation as required by ARTIST to show proof of payment by PURCHASER of such withholding taxes,as well as for the purposes of
obtaining foreign tax credit. PURCHASER sham indemnity,and hold harmless AGENT and AR1,S 1 from and against any and all damages,claims,costs,judgments,fees,penalties,
fines andlor otherwise in connection with any failure andlor delay by PJRCHASER to pay any necessary lazes,fees,levies,and the like to the applicable governmertat authorities.
TICKETS:(a)PURCHASER shall not announce,advertise,promote or sell tickets to the Engagement until authorization in writing has been received from ARTIST and/or Artist
designated representative. (b)ALL TICKETS MUST BE NUMBERED NO TICKETS SHALL BE PRICED AT MORE THAN THE AGREED UPON PRICE EXCLUSIVF OF VAI.UE
ADDED TAX OR OTHER SALES-BASED TAX WITHOUT ARTIST's WRITTEN APPROVAL.
(c)If ticket price scaling shall be vaned in any respect,the percentage of compensation payable to ARTIST shall be based upon whichever of the following is more favorable to
ARTIST(T)the ticket price scaling set forth on the face page of this Agreement or as otherwise agreed in writing by the parties,or(it)the actual ticket price scaling in effect for the
Engagement.
(d)The ARTIST's designated representative shall have the right to inspect ticket racks and all box office and other records with respect to such receipts,including,but not limited to,
unsold tickets,printed but unsold tickets(so-called"deadwood")and stubs of tickets sold.for the purpose of verifying the statements ARTIST's designated representative will upon
request be admitted in the onx office at all times during the sale of tickets for the Engagement hereunder
(a)PURCHASER agrees Thal any inclusion WAR I IS I's performance hereunder in a subscription or other type of series is subject to the prior wrlten consent of ARTIST's designated
representative.
(f)PURCHASER agrees there will be NO complimentary tickets or giveaways unless there is prior written approval from ARTIST and/or Artist designated representative.
FACILITIES: (a)PURCHASER agrees to furnish at its sole cost and expense on the date(s),time(s)and place(s)of the performances)all that is necessary for the proper and lawful
presentation of the Engagement.including,without limitation,a suitable venue,well-heated,ventilated,lighted,clean and in good order.stage curtains,properly tuned grand piano or
pianos and all necessary firs[class sound equipment in perfect working condition including amplifiers,microphones in number and quality required by ARTIST,dressing rooms(clean,
comfortable,properly heated and air-conditioned and near the stage),all necessary electricians and Stage hands,all necessary first class lighting,tickets,house programs,all
licenses(including musical performing rights licenses),special police,ushers,ticket sellers,ticket takers,appropriate and sufficient advertising in all media and PURCHASER shall
pay all other necessary expenses in connection therewith.
(b)PURCHASER shall also provide at its sole cost and expense all necessary equipment for the Engagement hereunder as provided on the face of the Agreement,or as designated
in the attached AIR TIS 1 Rider,unless otherwise agreed by AR FIST and PURCHASER in writing.Exact requirements to be advised if same differs from ARTIST Rider specifications.
(c)PURCHASER will pay all music royalties in connection with ARTIST's use of music,and in addition,the costs of any musicians(including contractor)other than those furnished by
ARTIST's as part of ARTISTS regular company.
(d)PURCHASER agrees to pay all amusement lazes,it applicable,
(a)PURCHASER shall comply with all regulations and requirements of any unions)that may have jurisdiction over any of the said materials,facilities and personnel to be furnished
by PURCHASER and ARTIST.
(f)If ARTIST so requires,PURCHASER will furnish at its expense all necessary facilities,electricians,stage hands and other personnel for lighting and dress rehearsals.
PURCHASER shall furnish at its own expense all other items and personnel including,but not limited to,any and all personnel,including musicians,as may be required by any
national or Iota[unions)required for the proper presentation of the performance hereunder,and any rehearsals therefore,except for those items and personnel which ARTIST herein
specifically agrees to furnish.
(g)PURCHASER shall ensure compliance with all applicable requirements of laws and regulations as to health and safety,licensing,insurance,hygiene,
fire,access,egress,security.and generally in relation to the performance(s)and the venue(s)for such performance(s).
(h)PURCHASER shall be solely responsible for providing a safe environment for the Engagement,including but not limited to with respect to the staging,stage covering,grounding,
supervision and direction of The Engagement,and security,so that the Engagement and all persons and equipment are free from adverse weather and other conditions,situations
and events("Adverse Conditions"). ARTIST and for Artist designated representative shall not have any liability for any damage or injury caused by such Adverse Conditions,
PRODUCTION CONTROL:(1)ARTIST shall have the sole exclusive creative control over the production and presentation cif ARTISTS performance at the Engagement hereunder,
including,but not limited to,the details,means and methods of the performance of the performing artists hereunder,and ARTIST shall have the sole right,as ARTIST may see fit,to
designate and change at any time the performing personnel other than the ARTIST herein specifically named.
(2)ARTIST shall at all times be the headline act and will be the dosing act of each show,unless otherwise specified herein.PURCHASER agrees that no performers other than those
to be furnished by ARTIST hereunder will appear on or in connection with the Engagement hereunder,unless written approval is received from ARTIST.PURCHASER agrees to
supply and pay for all supporting acts,if any.which must be requested andlor approved by ARTIST
(3)PURCHASER agrees to promptly comply with ARTISTS directions as to stage settings for the performance hereunder,
(4)It is understood that no stage seats are to be sold or used without ARTISTS prior written consent.
ADVERTISING f MARKETING: PURCHASER may only use ARTIST and For Artist designated representative supplied materials.(name and pre-approved voice,likeness,matedat
pictures,photographs,image,or other identification of ARTIST collectively,"ARTIST's Likeness")in connection with PURCHASER'S advertising and publicizing of the Engagement
PURCHASER must obtain ARTIST and for Artist designated representative written approval PRIOR to use of"AR TIST's Likeness". Initials
ARTIST shag receive billing in such order,form,size and prominence as directed by ARTIST's designated representative in all advertising and publicity issued by or under the control
of the PURCHASER,including,but not limited to,displays,newspapers,radio and television ads,electric lights,posters,house boards and announcements.
ARTIST's name,likeness,image and/or biographical data shall not be used by Purchaser or any other party under the control of Purchaser,to endorse promote or otherwise
advertise Purchaser,any commercial lie-in,any sponsor,or any other product or service connected with Purchaser,unless otherwise agreed between Artist and Purchaser,in writing,
prior to Artist's arrival'at the performance venue.
PURCHASER shall not commit ARTIST to any interviews,promotional appearances,meet&greets,or otherwise without ARTIST's or designated representative prior,written
consent,which shall be given or withheld in ARTIST's sole discretion.
MERCHANDISING:ARTIST shall have the exclusive right to sell souvenir programs.ballet books,photographs,records and any and all types of merchandise including,but not
limited to.articles of clothing(i.e.T-shirts,hats,etc.),posters,slickers,etc.,on the premises of the place(s)of performance without any participation in the proceeds by PURCHASER
subject,however,to concessionaire's requirements,if any,as specified in this Agreement.
NO RECORDINGIBROADCAST:PURCHASER shall not itself,nor shall it permit any third party to record.broadcast,televise,photograph or otherwise reproduce the audio,visual
and/or audio-visual performance,in whole or in part,rendered by Artist hereunder.If Purchaser televises the performance hereunder on a jumbo-Iron or similar screen during Arlist's
performance,then any and all tapes or other recordings-physical,digital or other-created for purposes of such real-time broadcast,shall be surrendered by Purchaser to Artist at
the completion of Artist's performance.
ROLE OF AGENT:THE FELDMAN AGENCY INC.("Agent")acts only as agent for ARTIST and assumes no liability hereunder and in furtherance thereof and for the benefit of THE
FELDMAN AGENCY INC..it is agreed that neither PURCHASER nor ARTIST wil,name or join THE FELDMAN AGENCY INC.,or any of its officers.directors,principals,agents,
employees and representatives as a party in any civil action or suit anywhere in the world,arising out of,in connection with,or related to any acts of commission or omission pursuant
to or in connection with this Agreement by either PURCHASER or ARTIST. if at any time there shall be a controversy between Purchaser and Artist with respect to the monies for the
performance(s)covered hereunder which are held by Agent!n its trust account("Trust Funds"),Agent may upon notice to Purchaser and Artist either:(i)hold the Trust Funds until
otherwise directed by a written instrument signed by Purchaser and Artist or by an order,decree or judgment by a court of competent jurisdiction which,by lapse or otherwise.shall
no longer be or shall not he subject to appeal or review,or,(ii)deposit the Trust Funds in any court of competent jurisdiction pending the final determination of any disoute among the
parties hereto,Upon delivery of the Trust Funds in accordance herewith,the obligations of the Agent shall cease with respect thereto and it shall not be required to perform any
further ads whatsoever pursuant to this Agreement.
PURCHASER DEFAULT:(1)In the event PURCHASER refuses or neglects to provide any of the items herein stated or comply with any provisions hereunder,and/or tails to
promptly make any of the payments as provided herein and/or fails to proceed with the Engagement and/or fails to furnish ARTIST and/orArfist designated representative with any
documentation,tickets or notice or proof thereof as required hereunder,at the limes herein specified then any such failure shall be deemed a substantial and material breach of this
Agreement and ARTIST shall have the right(in ARTIST's sole discretion),without prejudice to any other rights and remedies to.(i)immediately terminate this Agreement and cancel
any or all remaining Engagement hereunder;(if)retain all amounts already paid to ARTIST and for Mist designated representative by PURCHASER as partial compensation for
such breach;(iii)receive the full GUARANTEE(or the unpaid balance thereof)plus all ether payments and other compensation due pursuant to this Agreement and all out of pocket
expenses incurred by ARTIST in connection with the Engagement or the transactions contemplated by this Agreement;and(iv)ARTIST shall have no further liabilities and/or
obligations in connection with the Engagement or the transactions contemplated by this Agreement.For the avoidance of doubt,in ail instances PURCHASER shall remain
responsible for all transportation,accommodations,and expense reimbursements for ARTIST and entourage pursuant to the terms of this Agreement.
(2)If,on or before the date of any scheduled Engagement,PURCHASER has failed,neglected,or refused to perform any contract with ARTIST,and/or any contract with any third
party relating to this Engagement,and/or any other contract with any other performer for any other engagement(whether or not related),or if the financial standirg or credit of
PURCHASER has been impaired or is in ARTISTS opinion unsatisfactory,ARTIST shall have the night to demand payment of the full GUARANTEE and all other compensation due
pursuant to this Agreement,If PURCHASER fails or refuses to make such payment forthwith,then any such failure shall be deemed a substantial and material breach of this
Agreement,and ARTIST shall have the right(in ARTIST'S sole discretion),without prejudice to any other rights and remedies,to:(i)immediately terminate this Agreement and cancel
any or all remaining Engagement hereunder:(it)retain all amounts already paid to ARTIST by PURCHASER as partial compensation for such anticipatory breach;(iii)receive the full
GUARANTEE(or balance thereof)and all other compensation due pursuant to this Agreement and all out of pocket expenses incurred by ARTIST in connection with the Engagement
or the transactions contemplated by this Agreement;and(iv)ARTIST shall have no further liabilities and/or obligations in connection with the Engagement or the transactions
contemplated by this Agreement.For the avoidance of doubt,in all instances PURCHASER shall rernain responsible for all transportation,accommodations,and expense
reimbursements for-ARTIST and entourage pursuant to the terms of this Agreement.
NON-DISCLOUSURE:Purchaser agrees,all wri(len and oral information.and materials disclosed or provided by the AntsUArtist Rep.in regards to Artist fee and requirements to the
Purchaser,under this Agreement,is Confidential Information.Confidentially is regardless of whether information was provided before or after the date of this Agreement or how it was
provided to the Purchaser.Purchaser acknowledges that disclosure of said Confidential Information,or other breach of Inis Agreement,would cause serious and irreparable damage
and harm to the Artist.Artist reserves the fight to cancel this engagement and retain the deposit if there is any breach of this clause.
INSURANCE/INDEMNIFICATION 1)PURCHASER shall obtain and maintain,from the dale hereof through completion of the Engagement,public and comprehensive general liability
insurance coverage in an amount of not less than Five Million Dollars($5,000,0130)per occurrence(but in no event in amounts less than the limits required by the venue and/or as set
forth in the ARTIST rider,if any)indemnifying and holding ARTIST and I or ARTISTS traveling party andARTIST's respective officers,directors,principals.agents,employees and
representatives,harmless from claims and/or actions by any and all persons who suffer death,personal injury or property damage during or incidental to any performance given
under this Agreement or arising out of or in connection with this Agreement.The foregoing policies maintained by PURCHASER shall contain a waiver(s)of subrogation with respect
to the ARTIST and their respective officers,directors,principals,agents,employees and representatives,and each policy shall contain all appropriate rders and endorsements.
PURCHASER will provide evidence of the existence of the insurance coverage referred to herein by naming ARTIST,and their respective officers,directors,principals,agents,
employees and representatives,as"additional insureds"and providing ARTIST with originals or copies of certificates of insurance so rer.eceng and providing that ARTIST shall be
notified in writing by the insurance career of any change or modification in the Policy,not less than fifteen(15)days prior to the effective date of such change.ARTISTS failure to
request,review or comment on any such certificates shall not affect ARTIST's rights or PURCHASER's obligations hereunder.
(2)Without limiting the generality of the foregoing.PURCHASER hereby indemnifies and holds ARTIST,as well as their respective agents,representatives,principals,employees,
officers and directors,harmless from and against any loss,damage or expense,including,without limitation,reasonable attorney's fees,incurred or suffered by or threatened against
ARTIST or any of the foregoing in connection with or as a result Of any claim for death,personal injury or property damage or otherwise brought by or on behalf of any third party
person,firm or corporation as a result of or in connection with the Engagement.or any acts or omissions of PURCHASER or its employees,agents,or other representatives in
connection with the transactions contemplated by this Agreement,which claim does not directly result from the gross negligence of the ARTIST
LIMITATION OF LIABILITY:In no event shall ARTIST(nor any of their respective agents,representatives,principals,employees,officers,directors and affiliates)be liable to
PURCHASER(or any third party)for any indirect,incidental,consequential,special,punitive(or exemplary),or any similar damages,including,without limitation,lost profits,loss of
revenue or income,cost of capital,or loss of business reputation or opportunity,as to any matter under relating to,or arising out of the Engagement or the transactions contemplated
by this Agreement.whether in conUM.tort or otherwise,even if ARTIST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.UNDER NO CIRCUMSTANCES
SHALL THE LIABILITY OF ARTIST(OR ANY OF THEIR RESPECTIVE AGENTS,REPRESENTATIVES,PRINCIPALS,EMPLOYEES.OFFICERS,DIRECTORS ORAFFILIATES)
EXCEED,IN THE AGGREGATE,AN AMOUNT EQUAL TO THE LESSER OF(1)THE AMOUNT OF REASONABLY NECESSARY OUT-OF-POCKET EXPENSES DIRECTLY
INCURRED BY PURCHASER IN CONNECTION WITH THE ENGAGEMENT:OR(11)THE AMOUNT OF THE GUARANTEE WHICH ARTISTAND/OR PRODUCER HAVE
ACTUALLY RECEIVED IN ACCORDANCE WITH THE TERMS OF THISAGREEMENT PURCHASER AGREES THAT IT SHALL NOT(AND SHALL CAUSE ITS AFFILIATES NOT
TO)SEEK INDIRECT,INCIDENTAL,CONSEQUENTIAL,SPECIAL,PUNITIVE(OR EXEMPLARY),OR ANY OTHER SIMILAR DAMAGES AS TO ANY MATTER UNDER,
RELATING TO.OR ARISING OUT OF THE ENGAGEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
EXCUSED PERFORMANCE: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 or any material obligation under this Agreement,then ARTLSTs obligations hereunder will be fully excused,there shaft be no claim for damages or expenses by
PURCHASER,and PURCHASER shall bear its own costs and expenses in connection with tnis Agreement.Notwithstanding the foregoing:(i)PURCHASER shall be obligated and
liable to ARTIST for such proportionate amount of the payment provided for herein as may be due hereunder for any performance(s)which ARTIST may have rendered up to the tI;__1
of the inability to perform by reason of such Force Majeure Event,and(it)in the event of such non-performance as a result of a Force Majeure Event.if ARTIST s ready,willing,andrehaser
able to perform(but for the occurrence of such cone Majeure Event),then PURCHASER shall nevertheless pay ARTIST an amount equal to the full GUARANTEE plus all other Initials
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,witting and able to
perform,PURCHASER shall remain responsible for all tiansportat on,accommodations,expense reimbursements and any other payments or compensation for-ARTIST and
entourage pursuant to the terms of this Agreement.
A"Force Majeure Event"shall mean any one or more of the following acts which makes any performance(s)by ARTIST contemplated by this Agreement impossible,infeasible or
unsafe:acts of God;act(s)or regulation(s)of any public authority or bureau.civil tumult,epidemic,acl(s)of the public enemy;act(s)or threats of terrorism;threats;insurrections;riots
or other forms of civil disorder in,or around,the Engagement venue orwhich AR OS f reasonably believe jeopardizes the safety of ARTIST,any of ARTIST'S equipment,musicians or
other performers,or any of ARTIST's key personnel.embargoes.labor disputes(including,without limitation,strikes,lockouts,job actions,or boycotts);fires;explosions;floods;
shortages of energy or other essential services;failure of technical facilities;failure or delay of transportation;death,disability,illness,injury or other inability to perform of ARTIST,
any of ARTIST's musicians,other performers,crew,representatives or advisors,any of ARTIST's family members,any ofARTIST'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.
INCLEMENT WEATHER: Notwithstanding anything contained to the contrary 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 aft other compensation due hereunder if the performance(s)is rendered impossible,infeasible or unsafe by such weather
conditions.For clarification,PURCHASER shall remain responsible for all other lemis and conditions of this Agreement,including,without limitation accommodations,transportation,
and expense reimbursements forARTIST and touring party.
ARTIST'S RIGHT TO CANCEL:PURCHASER agrees that ARTIST may cancel the Engagement hereunder without liability by giving the PURCHASER notice thereof at least thirty
(30)days prior to the commencement dale of the Engagement hereunder.Upon termination of the Agreement in accordance with this Section.ARTIST shall return to PURCHASER
any deposit previously received by ARTIST and!or Artist designated representative 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 shalt bear its own costs incurred in connection with this Agreement.
NOTICES:All notices required hereunder shall be given in writing at the addresses stated in the preamble of this Agreement
CONTROLLING PROVISIONS:In the event of any inconsistency or conflict between the provisions of this Agreement and the provisions of any riders,addenda,exhibits or any other
attachments hereto,the parties agree that the provisions most favorable to ARTIST shall control.
DISPUTE RESOLUTION:If a dispute arises out of,or in connection with this Agreement,the parties agree to meet to pursue resolution through negotiation or other appropriate
dispute resolution process before resorting to litigation.
All information exchanged during this meeting or any subsequent dispute resolution process,shall be regarded as`without prejudice"communications for the purpose of settlement
negotiations and shall be treated as confidential by the parties and their representatives,unless otherwise required by law.However,evidence that is independently admissible or
discoverable shall not be rendered inadmissible or non-discoverable by virtue of its use during the dispute resolution process.
GOVERNING LAW:This Agreement shall be governed by the laws of the Province of Ontario and the taws of Canada applicable therein. The parties agree to submit to the exclusive
jurisdiction of the courts of Ontario.
MISCELLANEOUS PROVISIONS:
(1)Nothing in this Agreement shall require the commission of any act contrary to applicable law or to any rules or regulations of any union,guild or similar body having jurisdiction
over the services and personnel to be furnished by ARTIST and for Artist designated representative to PURCHASER hereunder.In the event of any conflict between any provision of
this Agreement and any such law,rule or regulation,such law,rule or regulation shall prevail and this Agreement shall be curtailed,modified,or limited only to the extent necessary to
eliminate such conflict.
(2)This(and any ofARTISTss riders,addenda,exhibits or attachments hereto)constitutes the sole,complete and binding agreement between the parties hereto,and may not be
amended,supplemented,altered or discharged except by an instrument in writing signed by the parties.If any part of this Agreement is determined tq be void,invalid or
unenforceable,such invalid or void portion shall be deemed to be separate and severable from the other portions of this Agreement,and the other portions shall be given full force
and effect,as though the void and invalid portions or provisions were never a part of this Agreement.
(3)This Agreement and all questions arising hereunder shall be governed by,and constructed in accordance with,the laws and decisions of the Province of Ontario and the federal
jaws of Canada without giving effect to the principles thereof relating to conflicts of law. Each of the parties hereto(a)irrevocably agrees that the federal courts of the city of Toronto.
Province of Ontario,Canada courts have sole and exclusive jurisdiction over any suit or other proceeding arising out of or based upon this Agreement,(b)submits to the venue and
jurisdiction of such courts and(c)irrevocably consents to personal jurisdiction by such courts.
(4)PURCHASER shall not have the right to assign or transfer this Agreement,or any provision thereof.
(5)The waiver of any breach of any provision of this Agreement shall not be deemed a continuing waiver,and no delay in exercise of a right shall constitute a waiver.
(6)Nothing herein contained shall ever be construed as to constitute the parties hereto as a partnership,or joint venture nor to make ARTIST liable in whole or in part for any
obligation that may be incurred by PURCHASER,in PURCHASER's carrying out any of the provisions hereof,or otherwise.THE PERSON EXECUTING THIS AGREEMENT ON
PURCHASER'$BEHALF WARRANTS HISiHER AUTHORITY TO DO SO.AND SUCH PFRSON HEREBY PERSONALLY ASSUMES LIABILITY FOR THE PAYMENT OF SAID
PRICE IN FULL.
(7)The terms"ARTIST"and"PURCHASER"as used herein shag include and apply to the singular and the plural and to all genders.
(B)This Agreement may he executed in any number of counterparts,all of which taken together shall constitute one(1)single agreement between the parties and the same
instrument.Delivery of an executed counterpart of a signature page to this Agreement by telecopier or electronic delivery(i.e.PDF format),including electronically signed versions of
the same,shall be as effective as delivery of a manually executed counterpart of this Agreement and shalt be sufficient to bind the Parties to the terns and conditions of this
Agreement.
(g)No delay or omission by either party to exercise any light or power i1 has under this Agreement shall impair or be construed as a waiver of such right or power.A waiver by either
party of any breach or covenant shall not be construed to be a waiver&any succeeding breach or any other covenant.All waivers must be in writing and signed by the party waiving
its rights.
(10)The terms of this Agreement,as well as correspondence and documentation related to this Agreement,are confidential to the parties and may not oe disclosed to any third
parties without the prior written consent of the parties hereto,except as disclosure may be required to professional advisors or by law or court order,or for carrying out the purposes
of this Agreement, Further,the parties shall(real as confidential all information,data and documents acquired by each other relating to the business affairs of the other except as
such information may already be in the public domain.
u
Purchaser
initials