Loading...
HomeMy WebLinkAboutWME & MITCHEL TENPENNY \ cVA ‘, 1201 Demonbrrun Street,15th Flour Nashville,TN 37I03 USA Phone:+1 615-963-3318 enuib awbto WMEentertainmenLeom \II k:11I'f I I I.VI'l V,\N ARTIST RIDER AND ADDENDA ATTACHED HERETO HEREBY MADE A PART OF THIS CON JRACT Agreement made 15 Mar 2018 between TWO NICKEL TOURING,INC(hereinafter referred to as"PRODUCER")furnishing the services of MITUIELL TENPENNY(hereinafter referred to a"ARTIST")and CITY OFJEFFERSONVILLE—PARKS DEPARTMENT/Sara Simpson (hereinaHe referred to as"PURCHASER") It is mutually agreed between the parties as follows: The PURCHASER hereby engages the PRODUCER to punish the sen ices of ARTIST for the Engagement(as described herein)upon all the terms and conditions herein set tont,including,without limitation,Addendum"A"(Additional Terms and Conditions),the Artist Rider,and any other PRODUCER addenda referenced herein(if any),all of which arc attached hereto and Silly incorporated herein by reference. 1. ENGAGEMENT YENUE(S): JE.FFERSONVILLE RIVERSTAGE 100 Wee Riverside Drive Jeffersonville,IN 47130 USA 2. OATEN)OF FNGAGEMENTt Sat 23 Jun 2018 a. Number of Shows: b. Show Schedule(s): 03:00 I'M:Doors 07:00 PM:Support-Confirmed:Clayton Anderson,(60 min.) 08:10 I'M:Support-Confirmed:MITCHELL TENPENNY,(60 min.);Full Band 09:30 PM:Rodney Atkins;(75.90 min.);Continued-To Close 3. a11.l,ING(ln all forms of advertising): 73%Special Guest Billing 4. COMPENSATION: SS,000.00 USD(Five Thousand U.S.Dollars)flat GUARAN YEE DEPOSIT requirements and Al YMENT TERMS arc further setfundi be/ons in Section 10. 5. PRODUCTION AND CATERING -Purchaser to provide house sound and lights rreductlon Contact: Chris Hughes (502)523-1333(off.) chrisfolsupdjs.cont 6. TRANSPORTATION AND ACCOMMODATIONS: a)Air transportation: b)Accommodations: c)Air freight and excess baggage: d)Ground transportation: e)Meals and incidentals: Agreement dated 1S-Much-20l5 MITCIIELL TENPENNY Page I ofa CITY OF JEFFERSONVILLE PARKS DEPARTMENT WME Conceit.ire.201.1-U5.29#Npdated March,20IS Seq.:269915E I)Other. Any changes to the above-mentioned arrangements are subject to the sole and exclusive prior written approval of PRODUCER 7. tSPECIALPROVIS101NSt -Purchaser agrees to hold all announcements and advertising until April 29,2018 Artist shall not perform a publicly advertised engagement within 90 mites of the applicable Venue,for a period of 90 days prior to or 90 days after the performance of the Engagement at this applicable Venue. Notwithstanding the foregoing,Artist shall NOT be precluded from performing the following: (i)private performances which are not publicly advertised and fur which tickets are not sold to the general public; (ii)charitable events or multi-Artist charity concerts; (iii)any non-performing appearances(whether public or private); (Iv)radio and/or TV appearances or performances,including,without limitation TV specials,televisions news, talk shows,and award shows. Producer/Artist will not authorize the advertising of a subsequent public performance by Artist to be held within such radius,until the completion of the Engagement at the applicable Venue herein,unless such Engagement is sold out or unless such advertising is approved by Purchaser. 8. ARTIST'RIDER: PURCHASER shall provide and pay for all terms and conditions contained in the ARTIST rider and shall fully comply with all provisions thereof. 9. CURRENCY AND EXCIJANGE RATEt I0-PAYMENT TERMS: a.DEPOSIT In the amount of 82,500.00 USD shall be paid to and in the name of PRODUCER's agent,WILLIAM MORRIS ENDEAVOR ENTERTAINMENT,LLC,to be received not later than 23 May 2018; All deposit payrncnts shall be paid via certified or cashier's check sent to: WILLIAM MORRIS ENDEAVOR ENTERTAINMENT,LLC ATTN:Abby Wells Haas 1201 Demonbretw Sueet,15th Floor Nashville,TN 37203 USA Olt via bank wire as follows: CITY NATIONAL BANK ABA no.:064009445 54 Music Square East William Morris Endeavor Account No.:684001426 Nashville,TN 37203 ORO:City of Jeffersonville—Perks Department I REF: Mitchell Tenpenny/ Jun 23,2018 1VME booking code: PAC 839842 Nadu,be put/o veclfr the follow u a swuisi refi,zfott and/or mItepnlicalion offluwfr.3.0111 ColnpanY name (as lender).nano of the artixL shy—idol ofihe_Er earermattLt), b. BALANCE of the monies shall be paid w and in the name or PRODUCER by certified or cashier's check or bank wire(as designated by PRODUCER),to be received by PRODUCER not later than prior to the first show of the Engagement. c. Earned percentages,overages and/or bonuses,if applicable,are to be paid to PRODUCER In cash Qf requested by PRODUCER,and to the extent permitted by law),or by certified or cashier's check or bank wire(as designated by PRODUCER),immediately following the last show of the Engagement Agreement dated IS•March'20t* MITCHELL TENPENNY Page 2 oil CITY OF JEFFERSONVILLE-PARKS DEPARIMENT WME Concert;rev,2014-05.29/rupdatei March 2015 Seq.:2699758 ie at fa ltn.aamdc hI plk<word kowtow b.p.4 b7t UXCIN3r14a.nal italoh Onaa.a.ya+a a.a<f7et.4 eta ttL-d eau W.etfas anama f7-.aa dc t),Sijanml small du fila 10 pat_.aa.a so ass)mirthItch mammattat Ss plat a lUU a PRODUCER la I&aC.rsagaimal bl hXUIIUCCkseal to da ex kW Q<nal+tlalbyavf u 41 orthli••l n Kaska 1a Oath 4r tad lawf.a.kq,+.aa4 bt PFLUDIX EU.iraariataly cIt:aa.e ala Iasi Oar tdoM Novara ra I1.94'.16tN(iatiliTICK tiii Rfi tsp fl mixt ,xuars stat Gs Lan1 •, 4Ery r rat•4 rooms,: aaary 1K>a/ w WOW �a2R stt ntaCT.011246 of is Otis*Ai umt tia44wa s I s It_ I I a SCALN:1407tS •ca..9k.. IIOJJ97ED GROSS POTENTIAL Oall as tCacxt Saye TAA NET PAIENIL v. It gYPr iSFII wA 71stWVS-110RnlLrti{ naaaaM4i ANNocto iacIWO%arpla.akaaAsCu.a.a MVP-US amen txfRK PCM 1T t ttrlras, ..4.11.lar LOtp$777 4t 111144TAMtlf'j11•,a .a.• ilc . .. AtVittalidfiflt4 t7 ttieraJY4.12 AALatt s+wt:ne+-a>�.ai.a�fytt►a7Kdll�.rr»Hfxrrsa kY .rte 7M Sb , Cabe pctas M a...hi. IMs.I Chi.awns.n.i Dam*amts iOy sat mac 4U Olde wwea. CITYOf 19prtA SONY-11,1X-MEAS DIRARTtIDir 'IV/•e 1 tttGTt4.l01AM1O.itC Sa4 �t��k =.. .Z,t,�.11 T4 Qom man.Ga. Stir 217 kilt nr 4115 IN til I t USA ituasi. ro -tn.aEZft•eear f14440lEwrs,Prnts 1TtIC.Isa*Ai...,a.!,YY_aitl Aima.%51 Arad 1111.rk It it ash1.`11 1 t147CC1 r NO 45 City Of lafI54hStiNt IU.i,eAttKat Lt4AKTbit%I K'N:'Crain.at,1!H-It•i#treaIG Nast.is t La-'xaa11 ADDENDUM"A" ADDITIONAL TERMS AND CONDITIONS A.COMPENSATION (I)Unless otherwise specified,all payments shall be made in full without arty deductions whatsoever. U not already Indicated on the face page of this Agreement, PURCHASER will advise PRODUCER or PRODUCER's agent,promptly upon request(but in no event later then the on-nate date),of the not admissions prices for the entertainment presentation and shall further disclose any added charges and applicable tax In connection therewith. (2)In the event the payment to PRODUCER shall be based in whole or in part on receipts of the performance(s)hereunder,PURCHASER agrees to deliver to PRODUCER a certified statement of the gross receipts of each performance within two(2)hours following such performance.PRODUCER shall have the right to have a representative present in the box office at all times and such representative shall have access to box office records of PURCHASER relating to gross receipts of the Engagement. (3) In the event that the payment of PRODUCER'S share of said performance(s) receipts is based in whole or in part upon expenses related to the Engagement, PURCHASER shall verify by paid receipts,cancelled check or similar documents all such expenses,or they shag not be included as at expense of the Engagement. (4)In the event the payment to PRODUCER does not include a percentage payment,if the actual gross box office receipts from the Engagement exceed the gross potential as stated on the face of this Agreement or as otherwise agreed In writing between the parties,such excess shall be immediately paid in full to PRODUCER in cash. B.TICKETS (1)PURCHASER shall not announce,advertise,promote or sell tickets to the Engagement until authorization in writing has been received from PRODUCER. (2)ALL TICKETS MUST BE NUMBERED.NO TICKETS SHALL BE PRICED AT MORE THAN THE AGREED UPON PRICE EXCLUSIVE OF VALUE ADDED TAX OR OTHER SALES-BASED TAX WITHOUT PRODUCER'S PRIOR APPROVAL. (3)If ticket price scaling shall be varied in any respect,the percentage of compensation payable to PRODUCER shall be based upon whichever of the following is more favorable to PRODUCER(I)the ticket price scaling set forth on the face page of this Agreement or as otherwise agreed in writing by the parties,or(ii)the actual ticket price scaling In effect for the Engagement. (4)The PRODUCER's 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.PRODUCER's representative will upon request be admitted to the box office at all times during the sale of tickets for the Engagement hereunder. (5)There shall be no dynamic ticket pricing unless mutually agreed upon by PRODUCER and PURCHASER in writing.in the event the parties agree to participate in dynamic ticket pricing all terrna thereof shall be subject to mutual written approval including,without limitation,alt ticket prices and adjustments thereto,scaling,gross box office potential and additional ticketing charges(if any).All elements thereof,including,without limitation,all ticket pricing/scaling/adjustments,ticketing charges(if any) and final gross revenue must be transparent and presented at settlement in writing to PRODUCER to evidence compliance with the foregoing. (6)PURCHASER agrees that any inclusion of ARTIST's performance hereunder In a subscription or other type of series is subject to the prior written consent of PRODUCER. (7)PURCHASER shall not commit ARTIST to any interviews,promotional appearsnces,meet&greets,or otherwise without PRODUCER's prior,written consent,which shall be given or withheld in PRODUCER'S sole discretion. C.FACILITIES (I)PURCHASER agrees to furnish at its sole cost and expense on the date(s),time(t)and place(s)of the performance(s)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 first class sound equipment in perfect working condition including amplifiers, microphones in number and quality required by PRODUCER,dressing towns(clean,comfortable,properly heated and air-conditioned and near the stage),all necessary electricians and stage hands,all necessary first class lighting tickets,house prograw,all licenses(including musical performing rights littmes),adequate security,ushers,ticket sellers,ticket takers,appropriate and sufficient advertising in all media and PURCHASER shall psy all other necessary expenses in connection therewith. (2)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 ARTIST Rider,unless otherwise agreed by PRODUCER and PURCHASER in writing.Exact requirements to be advised if same differs from ARTIST Rider specifications (3)PURCHASER will pay all music royalties in connection with PRODUCER's use of music,and in addition,the costs of say musicians(including contractor)other than those firrtished by PRODUCER as part of PRODUCER's regular company. (4)PURCHASER agrees to pay all amusement taxes,if applicable. (5)PURCHASER shall comply with all regulations and requirements of any union(s)that may have jwisdiction over any of the said materials,facilities and personnel to be Ibmishcd by PURCHASER and PRODUCER. (6)if PRODUCER 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 local union(s)required for the proper presentation of the performance hereunder,and any rehearsals therefore,except for those items and personnel which PRODUCER herein specifically agrees to furnish. (7)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%enae(s)for such performance(s). (I)PURCHASER shall be solely responsible for providing a safe environment for the Engagement,including but not limited to with respect to the staging,stege 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").PRODUCER/ARTIST shall not have any liability for any damage or injury caused by such Adverse Conditions. Agreement dated IS-Match-201R MITCHELL TE PENNY Page 4 ail CITY OF JEFFERSONVILLE-PARKS DEPARTMENT WME Concert;rev.2014.05-29tiupdaird March,2015 Seq 2699756 D.PRODUCTION CONTROL (1)PRODUCER shall have the sole exclusive creative control over the production and presentation of 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 PRODUCER shall have the sole right,as PRODUCER 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 closing act of each show,unless otherwise specified herein.PURCHASER agrees that no performers ether than those to be furnished by PRODUCER hereunder will appear on or to connection with the Engagement hereunder.PURCHASER agrees to supply and pay for alt supporting acts,if any,which must be requested and/or approved by PRODUCER (3)PURCHASER agrees to promptly comply with PRODUCER's directions as to stage settings for the performance hereunder. (4)It is understood that no stage sats are to be told or used without PRODUCER's prior written consent. E.EXCUSED PERFORMANCE If,as the result of a Force Majeure Event(as defined below),PRODUCER or ARTIST is unable to,or is prevented from,performing the Engagement or any portion thereof or any material obligation under this Agreement,then PRODUCER'S and ARTIST'S obligations hereunder will be fully excused there shall be no claim for damages or expenses 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 PRODUCER for such proportionate amount of the payment provided for herein as may bo due hereunder for any performance(s)which PRODUCER may have rendered up to the time of the inability to perform by reason of such Force Majeure Event;and(ii)in the event dutch non-perfomtancc as a result of a Force Majeure Event,if ARTIST It ready,willing,and able to perform(but for the occurrence of such Force Majeure Event),then PURCHASER shall nevertheless pay PRODUCER 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 ail transportation,accommodations, expense reimbursements and any other payments or compensation for PRODUCERIARTIST and entourage pursuant to the senna of this Agreement. A'Force Majeure Event'shall mean any one or more of the following acts which makes any performance(a)by PRODUCER or 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,act(s)of the public enemy;ac(s)or threats of terrorism; threats;insurrections;riots or other forms of civil disorder in,or around,the Engagement venue or which PRODUCER and/or ARTIST reasonably believe jeopardizes the safety of ARTIST,any of ARTIST'S equipment,musktans or other performers,or any of PRODUCER'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 ARTISTS musicians,other performers,crew,representatives or advisors,any of ARTIST,family members,any of PRODUCER's key personnel,or any other person personally known to ARTIST whose death,disability,illness or injury advensely impacts ARTIST',ability to perform in connection with the Engagement;or other similar or dissimilar caves beyond the control of ARTIST or PRODUCER which make any performence(s)contemplated by this Agreement impossible,infeasible or unsafe. F.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 PRODUCER of the full GUARANTEE plus all other compensation due hereunder if the perfonnance(s)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,sad expense reimbursements for ARTIST and touring party. G.PRODUCER'S RIGHT TO CANCEL PURCHASER agrees that PRODUCER may cancel the 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 the Agreement in accordance with this Section G,PRODUCER shall return to PURCHASER any deposit previously received by PRODUCER 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. H.BILLING (I)ARTIST shall receive billing in such order,form,size and prominence as directed by PRODUCER 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,houebaards and announcements. (2)PURCHASER may only use ARTISTS name and pre-approved:voice,likeness,materials,pictures,photographs,image,or other identification of ARTIST(collectively, 'ARTISTS Likeness")in connection with PURCHASER'S advertising and publicizing of the Engagement,however PURCHASER's use of ARTISTS Likeness shall not be as an endorsement or indication of we of any product or service and no corporate or product/service name or logo shall be included in any such advertising and publicity absent PRODUCER's prior written approval in each instance. Notwithstanding the foregoing, the placement, fbrm, content, appearance, and all other aspects of PURCHASER'S use of ARTISTS Likeness shalt at all times be subject to the prior written approval of PRODUCER. I.MERCHANDISING PRODUCER shall have 11w 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,stickers,etc.,on the premises of the placc(s)of performance without any participation in the proceeds by PURCHASER subject,however,to concessionaire's requirements,if any,as specified in this Agreement. Agreement dated 15-Much-2011 MITCHELL TENPENNY Page 5 of s CITY OP JEFFERSONVILLE—PARXS DEPARTMENT WME Conceit me.2014-05 297/updated Much,2015 Seq.:2699751 J.NO RECORDING/BROADCAST PURCHASER shall not itseIl;nor shall it permit or authorize others(including,without limitation,PURCHASER or venue employees,representatives or contractors)to record,broadcast,televise,film,photograph,webcast,or otherwise reproduce the visual and/or audio performances hereunder(or any part thereof)and/or ARTIST and/or PRODUCER'S personnel at any time during the Engagement.In the event PRODUCER does so grant any of the aforementioned rights,such rights shall he subject to a separate written agreement and PURCHASER shall be responsible,at PURCHASER's sole cost and expense,for securing any and all necessary third party rights,licenses, clearances,and permissions(including,but not limited to,all necessary publishing and record label clearances)required Is connection with PURCHASER'S capture and/or exploitation of the same.Notwithstanding the foregoing,and further to any additional obligations of PURCHASER to indemnify PRODUCER/ARTiST contained in this Agreement,PURCHASER shalt indemnity and hold harmless PRODUCER end ARTIST from any end all damage(s)it,or they,may sustain as a result of PURCHASER's failure to comply herewith. K.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 fails to promptly make any of the payments as provided herein and/or fails to proceed with the Engagement and/or Mils to furnish PRODUCER or ARTIST with any documentation,tickets or notice or proof thereof as required hereunder,at the times herein specified,then any such failure shall be deemed a substantial and material breach of this Agreement and PRODUCER shall have the right(In PRODUCER'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;(ii)retain alt amounts already paid to PRODUCER by PURCHASER as partial compensation for such breach;(iii)receive the MI GUARANTEE(or the unpaid balance thereof)plus all other payments and other compensation due pursuant to this Agreement and all out of pocket expenses incurred by PRODUCER and ARTIST In connection with the Engagement or the transactions contemplated by this Agreement;and(iv)PRODUCER and 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 remain responsible far all transportation,accommodations,and expense reimbursements for PRODUCER/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 PRODUCER/ARTIST,andtor arty 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 standing or credit of PURCHASER has been Impaired or is in PRODUCER'S opinion unsatisfactory,PRODUCER shall have the right to demand payment of the full GUARANTEE and all other compensation due pursuant to this Agreement.If PURCHASER falls or refuses to make such payment forthwith,then any such(enure shall be deemed a substantial and materiel breach of this Agreement,and PRODUCER shall have the right(in PRODUCER'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;(ii)retain ail amounts already paid to PRODUCER by PURCHASER as partial compensation for such anticipatory breach;(iii)receive the lull GUARANTEE(or balance thereof)and all other compensation due pursuant to this Agreement and all out of pocket expenses incurred by PRODUCER and ARTIST In connection with the Engagement or the transactions contemplated by this Agreement; and(Iv)PRODUCER end 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 remain responsible for all transportation,accommodations,and expense reimbursements for PRODUCER/ARTIST and entourage pursuant to the terms of this Agreement. L INSURANCE/iNDEMNIFICATION (1)PURCHASER shall obtain and maintain,from the date hereof through completion of the Engagement,commercial general liability insurance coverage,including a contractual 14biity endorsement as respects this Agreement,liquor liability(either from PURCHASER,if PURCHASER is furnishing liquor,or from PURCHASER'S designated concessionaire),in in amount of not less then Five Million Dollars(SS,000,000)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);business automobile liability insurance covering all owned,non-owned and hired vehicles used by or on behalf of PURCHASER with a minimum combined bodily injury and property damage liability limit of Five Million Dollars($5,000,000)per occurrence;and workers compensation and employer's liability insurance(including stop gap liability where applicable)with minimum limits of One Million Dollars(51,001,000)per claim(bin in no event in limits less than those required by law and/or less than the limits required by the venue and/or as sot forth in the ARTIST rider,if any.)Notwithstanding the foregoing,for any Engagement at which the allowable capacity is in excess of Twenty-Five Thousand(25,000)attendees,but less than Fifty Thousand(50,000)attendees,the required commercial general liability insurance coverage limit shall be in an amount of not less than Ten Million Dollars(510,000,000)per occurrence,and for any Engagement at which the allowable capacity is Fifty Thousand(50,000)or more attendees,the required commercial general liability insurance coverage limit shalt be in an amount of not less than Fifteen Million Dollars(515,000,000)per occurrence.All of the insurance requirements set forth above shall not be construed as a limitation of any potential liability on behalf of PURCHASER.All such insurance required above shall be primary and non-contributory,and shall bo written by insurance companies qualified to do business its the state(s)of the Engagement(s)with A.M.Best ratings not lass than A minus or better.Such insurance policies shall contain a waiver(s)of subrogation with respect to the PRODUCER,ARTIST and their respective officers,directors,principals,agents,employees and representatives and shall provide that the coverage thereunder may not be materially changed,reduced or canceled unless thirty(30)days prior wrinen notice thereof is furnished to PRODUCER/ARTiST.Not less than ten(t0)days prior to each Engagement,PURCHASER shalt furnish PRODUCER/ARTIST with en appropriate certificate(s)of insurance evidencing compliance with the insurance requirements set forth above and naming PRODUCER,ARTIST and PRODUCER/ARTISTS respective officers,directors,principals,agents,employees and representatives as additional insureds.PRODUCER'S failure to request,review or comment on any such certificates shall not affect PRODUCER'(rights or PURCHASER'S obligations hereunder.Upon request,PURCHASER shall immediately furnish to PRODUCER/ARTIST a full and complete copy of all insurance policies required to be maintained by PURCHASER herein. (2)PURCHASER hereby agree to save,Indemnify and hold harmless PRODUCER and ARTIST,and their respective agents,representatives,principals,employees, officers and directors, from and against any claims,suits,arbttretions, liabilities,petultias,losses,charges,costs,damages or expenses, including,without limitation, reasonable attorney's tees and legal expenses,incurred or suffered by or threatened against PRODUCER or ARTIST or any of the foregoing in connection with or as a result of any claim including without limitation,a 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 and/or PRODUCER. MITCHELL TEM'ENNI' Page dan' Agreement dated I S•March•2018 COFJL'FFERSDNV1Ll.E—PARKS DEPARTMENT Page 6 of 8 Stq.:2699738 WME Concert:rev.20(4.05.29//updated March.2015 M.ROLE OF AGENT WILLIAM MORRIS ENDEAVOR ENTERTAINMENT,LLC acts only as agent for PRODUCER and assumes no liability hereunder and in furtherance thereof and for the benefit of William Morris Endeavor Entertainment,LLC,It is agreed that neither PURCHASER nor PRODUCER/ARTIST will name or join William Morris Endeavor EntertahrnenL LLC,or any of its parents,subsidiaries,officers,directors,principals,agents,employees and representatives(collectively,"WME")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 PRODUCER/ARTIST.To the extent applicable,without limiting the generality of the foregoing and for the avoidance of doubt,WME expressly assumes no liability hereunder for any claims,losses,damages,complications,consequences,or other events that may occur as a result of the failure of either patty hereto to obtain any of the vises,work permits,and/or other documentation required for the performance of the parties'obligations hereunder(hereinafter,the"Travel Documents").it is agreed that neither PURCHASER nor PRODUCER/ARTIST will name or join WME as a party In any civil action or suit anywhere in the world,arising out of,in connection with,or related to any failure of either party hereto to obtain,secure,or procure the Travel Documents. N.NOTICES All notices required hereunder shalt be given in writing at the addresses stated in the preamble of this Agreement. O.CONTROLLING PROVISIONS Ln 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 PRODUCER and ARTIST shall control. P.LIMITATION OF LIABILITY In no event shall PRODUCER and/or 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,coat 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 contract,tort or otherwise,even if PRODUCER end/or ARTIST has been advised Cpossibility oof such damages.Under no circumstances shall the liability of PRODUCER and/or ARTIST(or any of their respective agents,representatives.principals, rs, directors or affiliates)exceed,in the aggregate.an amount equal to the lesser of(i)the amount of reasonably necessary out-of-packet expenses duectty incurred by PURCHASER In connection with ARTIST's performance at the Engagement taking into account any amounts PURCHASER has recovered using its best efforts to mitigate losses;or(lit the amount of the GUARANTEE which ARTIST and/or PRODUCER have actually received in secordance with the terms of this Agreement.PURCHASER agrees that it shalt not(and shall cause its affiliates not to)seek indirect,incidental,consequential,special,punitive(or exemplary),or any other similar damages es to any matter under,relating to,or arising out of the Engagement or the transactions contemplated by this Agreement. Q.MISCELLANEOUS PROVISIONS (I)Nothing in this Agreement shall require the commission of any act contrary to applicable law or to any rides or regulations of any union,guild or similar body having jurisdiction over the services and personnel to be furnished by PRODUCER to PURCHASER hereunder.In the event of any conflict between any provision of this Agreement and any such low,rule or regulation,such law,rule or regulation shall prevail and this Agreement shalt be curtailed,modified or limited only to the extent necessary to eliminate such conflict. (2)Purchaser shall comply,usd stall ensure that its affiliates,subsidiaries,directors,managers,officers,employees,agents,and representatives comply,at Putc ases s expense,with all applicable laws,rules,and regulations in relation to Its operations and performance of its obligations under this Agreement,including without limitation, any law,regulation.statute,prohibition,or other measure maintained by any agency or department of any national government,regional body,multilateral institution or other body which is responsible for the adoption,implementation or enforcement of sanction laws,including,but not limited to.the United Nations Security Council,the Council of the European Union,the European Commission,the relevant competent authorities of individual European Union Member States,the United States Department of Treasury's Office of Foreign Assets Control,the United Stats Department of Commerce,the relevant competent authorities of Australia,or any replacement or other regulatory body responsible for sanctions laws in any country relating to the implementation,application and enforcement of economic sanctions,export controls,trade embargos or any other restrictive measures,including but not limited to those measures which prohibit or otherwise restrict either party's ability to make a service available either directly or indirectly to a sanctioned person and those measures which restrict or prohibit either party from engaging in specified dealings with a specified class of person,whether defined by nationality,business sector or otherwise. (3)Purchaser represents and warrants that neither it nor its affiliates,subsidiaries,directors.manager,officers,employees,agents,or representatives is(I)a person or entity or,(ii)controlled by a person or entity,on the U.S.Treasury Department's list of Specially Designated Nationals end Foreign Sanctions Evaders List,the U.S.Commerce Department's Denied Person List or Entity List,the U.K.HM Treasury Consolidated List of Financial Sanctions Targets,the U.K.Export Control Organisation's Iran List, the Australian Government Sanctions Consolidated List,or otherwise designated as subject to financial sanctions or prohibited from receiving Australian,U.S.,or U.K. services,or any other equivalent local provisions.Purchaser agrees to notify both Producer and WME immediately in writing of any change in ownership or control that might violate this Section of the Agreement.Producer or WME may terminate this Agreement upon providing written notice of termination to Purchaser,if Producer or WME's performance of its obligations or receipt of consideration hereunder would,as reasonably determined by WME or Producer,result in noa•compliance with arty laws, lutes and regulations applicable to Producer or WME Practices Act,the UK Bribery Act and the laws (4)Purchaser agrees to comply with all applicable laws and regulations,including,but not limited to,the US Foreign Corrupt of the country in which any transactions arc tirade or services aro provided under this Agreement. Purchaser further agrees that Purchaser and any person or entity working on Purchaser's behalf in connection with the services provided under this Agreement shall not make any payment or transfer anything of value,directly or indirectly,to:(i) any governmental official or employee(including employees of government-owned and government-controlled corporations and public international organizations);(Ii)any political party,official of a political party,or candidate for public office;(iii) any intermediary,including,but not limited to.agents,close associates or family members of government officials,for payment to any government official;(iv) any other person or entity in a corrupt or improper effort to obtain or retain business or any advantage,in MITCHELL TtTlPENNY P a dated 15-March-2018 Of fEFFfiRSONYtLLE-PARXS DEPARTMENT Page te 7 7 of B Seq.:2699758 WME Concert;rev.2019-03.291hpdued Much,2015