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HomeMy WebLinkAboutOranika LLC (Rider for Artist Riverstage Performance) City of Jeffersonville Government Contract Coversheet Please note: All information MUST be completely filled out and submitted to Clerk's Office within 48 hrs of execution. Date Submitted to Clerk:( y Idlf / ..Li Department:( -1-"CkrV.-.5 I Vendor Name: O c 7),, 1 L(, C Sign Date: ( ID a I,2. I Ending Date: C9 ( I (e I ay Amount of Original Contract: 51( Is this an amendment or change order to original contract? Yes or 60 Amended Contract Amount: Purpose: R‘sckf/A. - - A,,,-\, ‘A- - 12_1u4A.s ConC-c4 For Clerk's Office to fill out Date uploaded to Gateway: THIS RIDER(the "Rider")ATTACHED TO AND HEREBY MADE A PART OF THE JEFFERSONVILLE RIVERSTAGE PERFORMANCE CONTRACT(the"Agreement") BETWEEN CITY OF CITY OF JEFFERSONVILLE("Producer")AND ORANIKA LLC ("Lender")FURNISHING THE SERVICES OF JANE ORANIKA P/K/A "CHIKA" ("Artist") IN CONNECTION WITH ARTIST'S PERFORMANCE AT THE JEFFERSONVILLE RIVERSTAGE ON JUNE 15, 2024 (the"Performance"). For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and notwithstanding anything to the contrary set forth in the provisions of the Agreement to which this Rider is attached, Producer and Lender hereby agree as follows: In the event of a conflict between the terms of the Agreement and this Rider attached thereto, the terms of the Rider shall control. 2. The Twenty-Five Thousand Dollar($25,000) fee (the"Fee")shall be payable fifty percent(50%) promptly following the full execution of the Agreement and the remaining fifty percent(50%)prior to Artist's performance at the Performance. 3. All equipment and personnel furnished by Producer in connection with the Performance shall be at Producer's sole cost and expense. 4. Producer shall only use still photos/images, biographical materials and any other similar materials supplied or pre- approved by Lender in writing. Producer may not utilize Artist's participation in the Performance or Artist's name, image, likeness, biography and/or any other identifiers (i) in a way that suggests Artist's endorsement (whether direct or indirect) of any products, companies or services; (ii) in a way that alters the context of Artist's appearance; (iii) in a way that portrays Artist in a false, negative or derogatory light, or exposes Artist to public ridicule or embarrassment; or (iv) separate and apart from the Performance. 5. Lender will have the right to review and approve in writing, prior to any exploitation thereof, any footage or photographs of the Performance in which Artist appears. Additionally, Lender shall have the right to approve any and all publicity or advertising which utilizes Artist's name and likeness prior to any such use or exploitation. Once Lender's approval has been obtained in connection with the foregoing, there shall be no edits, alterations and/or modifications without Lender's further written approval in each instance(excluding non-material edits for timing or formatting purposes). 6. Producer agrees to maintain, at Producer's sole cost and expense: (a) a commercial general liability insurance policy in an amount of not less than Two Million Dollars ($2,000,000) for each occurrence and (b) worker's compensation insurance as required under applicable state law. All insurance policies will be written with carriers rated A-VI( or better by A.M. Best Inc. and will be primary and non-contributory. Producer shall add Lender, Artist and their employees, representatives and agents as additional named insureds to the above-stated policies, as well as any other insurance policies carried by Producer in connection with the Performance, and shall furnish to Lender a certificate of insurance evidencing such additions. 7. Any of Lender's and/or Artist's pre-existing or preparatory materials, including, without limitation, trademark, copyright, musical, visual or audiovisual content and other related materials will remain at all times the sole and exclusive property of Lender and/or Artist. 8. There shall be no b-roll or so-called "behind the scenes" filming without Artist's prior approval. Artist shall not be recorded with hidden cameras and/or microphones. 9. Producer expressly acknowledges and agrees that Lender and Artist's privacy is highly valued and that Producer will not at any time, except to the extent necessary in the performance of Producer's obligations to Lender and Artist hereunder or with Lender's prior written consent, directly or indirectly, disclose or furnish to any person, firm or entity any Confidential Information (as hereinafter defined) of any kind. As used herein the term "Confidential Information" shall mean, any information learned by Producer at any time (including without limitation, prior to the date of the Agreement) which Producer knew, or would reasonably have been expected to know, was not intended for public dissemination, including but not limited to, information regarding Lender's and/or Artist's entertainment and/or business activities, financial affairs and/or personal life. Accordingly, Producer agrees to hold and maintain in the strictest confidence all such Confidential Information and not to disclose any such Confidential Information to anyone. 10. Producer represents and warrants that: (a) Producer has the full right and authority to enter into the Agreement; (b) Producer is a validly existing entity duly formed and in good standing under the state of its formation and is financially able to fulfill its obligations hereunder; (c) Producer shall secure and maintain all proper permits, licenses, approvals and consents necessary for Producer to carry out its obligations and exercise its rights hereunder, and assumes full responsibility compliance with any legal guidelines; (d) the materials furnished and rights granted by Producer or its designees will not violate or infringe upon any common law or statutory right of any person, firm or corporation, including, without limitation, any contractual rights, copyrights, rights of privacy, rights of publicity, trademark rights and rights to trade names; (e) Producer shall provide adequate security in connection with the Performance; and (f) Producer shall be solely responsible for providing a safe environment for the Performance, including, but not limited to, with respect to the staging, supervision and direction of the Performance so that the Performance and all persons and equipment are free from adverse conditions, situations and events. Page 1 of 3 Chika—Rider to Jeffersonville Riverstage Performance Contract 11. Producer shall defend, indemnify and hold Lender and Artist harmless from and against any and all liabilities, claims, costs, damages or expenses (including reasonable outside attorneys' fees and costs) arising out of the production, distribution and/or exploitation of the Performance, including. without limitation, claims based on Producer's negligence, gross negligence or willful misconduct. In lieu of Lender's indemnity set forth in the Agreement. Lender shall indemnity Producer for any third party claim of breach of Lender's representations, warranties and agreements set forth in the Agreement and this Rider, provided such third party claim has been reduced to a final adverse judgment by a court of competent jurisdiction or settled with Lender's prior written consent. 12. In the event of any Force Majeure Event, Lender and Artist shall be excused from Lender's and Artist's obligation to perform hereunder, without any liability to Producer. It is further agreed that if there is no Performance due to a Force Majeure Event, there shall be no claim for damages by either party and Lender's obligations as to the canceled Performance shall be deemed waived, provided that if Lender and/or Artist is ready and willing to perform, then Lender and/or Artist will be reimbursed for any and all expenses incurred by Lender and/or Artist in connection with the Performance. 13. It is further understood and agreed that if Producer fails, refuses or neglects to comply with any requirements set forth herein, or to supply items required of Producer hereunder, or fails or refuses to proceed with the Performance and/or to make any of the payments referred to herein, then in any such events: (a) Lender, in Lender's sole discretion, may refuse to furnish Artist's services; (b) Lender may thereupon terminate the Agreement without liability of any kind to Producer; (c) Lender shall have no further obligation to perform under the Agreement; (d) Lender shall not be obligated to repay to Producer any sums theretofore paid by Producer to or on behalf of Lender pursuant to the Agreement and/or any other agreement(s)and Lender may retain any and all portions of any compensation previously paid by or on behalf of Producer hereunder, including, without limitation, the Fee; (e) Producer shall pay for any and all costs incurred by Lender in connection with the Performance; and (f) Lender shall also be entitled to exercise all remedies then available to Lender at law of in equity. 14. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EXCLUDING IN CONNECTION WITH THE INDEMNIFICATION OBLIGATIONS HEREUNDER, IN NO EVENT SHALL ANY PARTY SEEK OR BE LIABLE FOR INCIDENTAL, PUNITIVE, CONSEQUENTIAL. SPECIAL, EXEMPLARY, ENHANCED, OR TREBLED DAMAGES, ARISING FROM ANY DISPUTE RELATING TO, OR IN CONNECTION WITH THE AGREEMENT, OR THE RELATIONSHIP BETWEEN THE PARTIES WHETHER SUCH DAMAGES ARE CLAIMED FOR BREACH OF CONTRACT, NEGLIGENCE, OR ANY OTHER TORT CLAIM AND IN NO EVENT SHALL LENDER'S AND/OR ARTIST'S LIABILITY HEREUNDER EXCEED THE AMOUNT OF THE FEE. 15. The validity, interpretation and legal effect of the Agreement and this Rider shall be governed by the laws of the State of California applicable to contracts entered into and performed entirely within the State of California. Exclusive jurisdiction of any and all disputes hereunder will lie in the state and federal courts sitting in Los Angeles County, California, provided that notwithstanding anything to the contrary in this paragraph. if Lender and/or Artist is sued or joined (e.g. by joinder or impleader) in any other court or forum by a person, corporation or other entity other than Producer in respect of any matter that may give rise to a claim against Producer by Lender and/or Artist hereunder, Producer consents to the jurisdiction of such court or forum over any such claim asserted against Producer. In the event of any action, suit or proceeding arising from or based upon this Rider and the Agreement brought by either party hereto against the other, the prevailing party shall be entitled to recover from the other its reasonable outside attorneys' fees in connection therewith in addition to the costs of such action, suit or proceeding. 16. Lender shall not be deemed to be in breach of any of its obligations hereunder unless and until Producer shall have given Lender specific written notice of the nature of such breach and Lender has failed to cure said breach within thirty (30) days after Lender's receipt of such written notice. 17. All notices to Lender hereunder shall be in writing and shall be served by personal delivery or by certified mail, return receipt requested, or guaranteed overnight courier to Lender at the address set forth in the Agreement, with a courtesy copy sent to Myman Greenspan Fox Rosenberg Mobasser Younger& Light LLP, 11601 Wilshire Boulevard, Suite 2200, Los Angeles, California 90025, Attn: Aaron D. Rosenberg, Esq. All notices to Producer hereunder shall be in writing and shall be served by personal delivery or by certified mail, return receipt requested, or guaranteed overnight courier to 500 Quartermaster Ct., Jeffersonville, IN 47130. 18. This Rider and the Agreement may be executed in one or more counterparts by electronically transmitted signature page (whether by electronic copy, or via a secure digital signature service such as "DocuSign", or by PDF or electronic copy (email), and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which when taken together shall constitute one and the same agreement. // // // Page 2 of 3 Chika—Rider to Jeffersonville Riverstage Performance Contract DocuSign Envelope ID:2B93594C-D7DD-41A0-BAEE-5EAEO7DC703E ACCEPTED AND AGREED: CITY OF JEFFERSONVILLE ORANIKA,LLC DocuSigned jtA ed L i/I ti By: By: SI,[GDPJSr4CA420 Its: Parks Authority Board President Its: Page 3 of 3 Chika—Rider to Jeffersonville Riverstage Performance Contract