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HomeMy WebLinkAboutElectric Roster LLC (Future Joy Depot 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: 6611 c O ) c C( Department: Vendor Name: S 'Y/ mil/l — �(MIX � (� Sign Date: O C>V,J , p„IJc). 1/ Ending Date: I ( O Amount of Original Contract: O9C-151 Is this an amendment or change order to original contract? Yes or o Amended Contract Amount: Purpose: �� - TCC r maw' For Clerk's Office to fill out _ Date uploaded to Gateway: _ _ ROSTER TH -TI ft1t4I1 ; 4,, I J ADAM PAYNE-FOUNDER/HEAD AGENT PO BOX 1292 MORGANTOWN,WV 26501 (304)906-1952 FOLLOW @THEECLECTICROSTER 0 © Agreement made 5/13/24 between The Eclectic Roster LLC(Hereinafter referred to as"PRODUCER")furnishing the services of Future Joy hereinafter referred to as"Artist"and Jefferson Parks Authority Board represented by Elizabeth Carter(hereinafter referred to as "Purchaser")It is Mutually agreed between the parties as follows: The PURCHASER hereby engages the PRODUCER to furnish the services of the ARTIST for the engagement(as described herein)upon all terms and conditions herein set forth,including,without limitation,Addendum"A"(Additional Terms and Conditions),Artist Rider,and any other PRODUCER addendum referenced herein(if any),all of which are attached hereto and fully incorporated herein by reference. 1. ENGAGEMENT VENUE(S): VENUE: The Depot at NoCo ADDRESS:701 Michigan Ave,Jeffersonville,IN PURCHASER: Elizabeth Carter COMPANY:Jefferson Parks Authority Board EMAIL:ECarter@Cityofleff.net 2.DATE(S)OF ENGAGEMENT: Saturday,July 27 2024 a. Number of Shows: 1 b. Performance length):45 minutes c. Set time: 8pm-8:45pm 3.BILLING(in all forms of advertising): Artistreceive direct support billing as Future Joy 4.DEAL POINTS: S250.00 flat guarantee Purchaserto provide stage,sound,light and monitor systems at no extra cost to artist. 5.COMPLIMENTARY TICKETS:Free event 5.HOSPITALITY: Artist is to receive 1 meal for artist or crew(2),spring water,2 stage towels. 6.LODGING: N/A 7.TRANSPORTATION: N/A. 8.BACKLINE REQUESTED:N/A 7.SPECIAL PROVISIONS: a. Any proposed changes to the ARTIST's show time and/or stage shall be mutually agreed upon in writing between PURCHASER and PRODUCER. b. Ticketing+Meet&Greet Guidelines&Restrictions: No unauthorized VIP or Meet&Greet ticket scaling or add ons will be designated above ticket lift price.All VIP and/or Meet& Greet shall be mutually agreed upon in writing between PRODUCER and PURCHASER. 8. IT IS UNDERSTOOD AND AGREED THERE WILL BE NO VENUE,RADIO OR ANY ADDITIONAL/OTHER PURCHASER GENERATED MEET&GREETS WITHOUT PERMISSIONS FROM THE ARTIST MANAGEMENT.HOWEVER ARTIST SHALL HAVE THE RIGHT TO CONDUCT ITS OWN MEET&GREET IN ITS SOLE DISCRETION. c.Marketing Guidelines&Restrictions: 1. It is understood and agreed that ARTIST will be billed at all times as Future Joy 2. For all print and radio advertising materials,please contact email:Emily Cooper-futurejoymusic@gmail.com 3. ads cannot be altered.Final draft(s)of all advertisement(s)must be sent to Emily Cooper-futurejoymusic®gmail.com for approval prior to use. 3. Marketing plans shall be submitted to Emily Cooper-futurejoymusic@gmail.com upon request. 4. No implied endorsements"sponsored by"or"presents"of any kind.Any exceptions to this must be approved by PRODUCER 4. Recording&Broadcasting Guidelines&Restrictions: 1. PURCHASER UNDERSTANDS THAT THIS CONTRACT IS SPECIFICALLY FOR A LIVE PERFORMANCE.TO CLARIFY, PURCHASER UNDERSTANDS NO LIVE BROADCASTS,NO AUDIO OR VIDEO RECORDING AND NO WEBCASTS WITHOUT PRIOR WRITTEN PERMISSION FROM ARTIST'S MANAGEMENT.IN ADDITION,PURCHASER SHALL MAKE REASONABLE EFFORTS TO PREVENT ANY UNAUTHORIZED RECORDINGS,REPRODUCTIONS,TRANSMISSIONS,ETC. e.Any language that may have been contained in your offer,which is not included in this agreement,shall not be considered part of the contract. 9.CURRENCY AND EXCHANGE RATE: N/A on all US dates. 10. PAYMENT TERMS: If deposit is owed please send to The Eclectic Roster at the following account:N/A Music to Your Ears Productions LLC 48 West Main St- Westover,WV 26505 United Bank ACCOUNT#:0086972509 ROUTING#:056004445 BANK PHYSICAL ADDRESS: 990 Elmer Prince Dr Morgantown,WV 26505 11.) TICKET SCALING: GA ADV:Free event DOS:Free event SELLABLE CAP(IF DIFFERNET FROM VENUE CAP):same Age Restriction:lall ages MERCHANDISING RATE:80%Soft-100%hard -artists sel TAXES: Purchaser is required to pay and all local or state taxes associated with the event date contracted above at no expense to Producer. Producer will provide Purchaser with up to date W-9 form. (1) 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 PRODUCER promptly upon request(but in no event later than the on-sale date),of the net 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. A.)COMPENSATION (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. (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 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 not 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 in 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 terms thereof shall be subject to mutual written approval including,without limitation,all ticket prices and adjustments thereto,sealing,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 present at settlement in writing to PRODUCER to evidence compliance with the foregoing. (6) PURCHASER agrees that any inclusion of ARTIST's performance hereunder in subscription or other type series is subject to the prior written consent of PRODUCER. (7) PURCHASER shall not commit ARTIST to any interviews,promotional appearances meet&greets,or otherwise without PRODUCER's prior, written consent,which shall be given or withheld in PRODCUER's sole discretion. C.FACILITIES (1)PURCHASER agrees to furnish at its sole cost and expense on the date(s),time(s),and place(s)of the performance(s)proper and lawful access to a suitable venue,well-heated,ventilated,lighted,clean and in good order. (2)PURCHASER shall also provide at its sole cost and expense all necessary equipment for the Engagement hereunder to the extent provided on the face of the Agreement,or as designated in the attached ARTIST Rider,unless otherwise agreed by the PRODUCER and PURCHASER in writing.Exact requirements to be advised if same differs from ARTIST Rider specifications. (3)PURCHASER agrees to pay all amusement taxes,if applicable. (4)PURCHASER shall comply with all regulations and requirements of any union(s)that may have jurisdiction over any of the said materials,facilities and personnel to be furnished by PURCHASER and PRODUCER (5)PURCHASER shall ensure PURCHASER'S 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 performances. (6)PURCHASER shall be solely responsible(other than as to the PRODUCER'S AND/OR the ARTIST's actions or inactions)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 Condition").PRODUCER/ARTIST shall not have any liability for any damage or injury caused by such Adverse Conditions,except to the extent of PRODUCER's and/or ARTIST's gross negligence or willful misconduct. D.PRODUCTION CONTROL (1)PRODUCER shall have the sole exclusive creative control over the production and presentation of ARTIST's 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 other than those to be furnished by PRODUCER hereunder will appear in connection with the Engagement hereunder. (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 seats are to be sold 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 as is prevented from,performing the ENGAGEMENT or any portion thereof or any material obligation under this Agreement,the 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 be due hereunder for any performance(s)which PRODUCER may have rendered up to the time of the liability to perform by reason of such Force Majeure Event.For clarification,in the event of cancellation due to any Force Majeure Event,and whether or not ARTIST is ready,willing and able to perform,PURCHASER shall remain responsible for all transportation,accommodations,expenses reimbursements and any other payments or compensation for PRODUCER/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 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;act(s)or threats of terrorism;threats;insurrections;riots or other forms of civil disorder in,or around,the Engagement venue or which PRODUCER or ARTIST reasonably believe jeopardizes the safety of ARTIST,any of the ARTIST's equipment,musicians or other performers,or any of PRODUCER's key personnel;embargoes;labor disputes (including,without limitations,strikes,lockouts,job actions,or boycotts);fires;explosions;floods;shortages of energy or other essential services;failure of technical facilities,failure of delay of transportation;death,disability,illness,injury or other instability to perform of ARTIST,and ARTIST's musicians,other performers,crew, representatives or advisors,any of ARTIST's family members,any of PRODUCER'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 or PRODUCER which make any performance(s)contemplated by the Agreement impossible,infeasible or unsafe. F.INCLEMENT WEATHER Notwithstanding anything contained to the contrary herein,inclement weather shall not be deemed Force Majeure event and PURCHASER shall remain liable for payment to PRODUCER of the full GUARANTEE plus all 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 terms and conditions of the Agreement,including,without limitation accommodations, transportation,and expense reimbursement for ARTIST and touring party. PURCHASER agrees that PRODUCER may cancel the Engagement hereunder without liability by giving the PURCHASER notice thereof at least thirty(30)days prior commencement date of the Engagement hereunder.Upon termination of the Agreement in accordance with this Section F,PRODUCER shall return to PURCHASER any deposit previously received by PRODUCER in connection with the Engagement.Subject to the forgoing,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. G.BILLING (1)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,houseboards and announcements. (2)PURCHASER may only use ARTIST's name and pre-approved:voice,likeness,materials,pictures,photographs,images,or other identification of ARTIST(collectively,"ARTIST's likeness)in connection with PURCHASER's advertising and publicizing of the Engagement,however, PURCHASER's use of ARTIST's likeness shall not be as endorsement or indication of use of any product or service and no corporate or product services 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,form,content,appearance,and all other aspects of PURCHASER's use of ARTIST's Likeness shall at all times be subject to the prior written approval of PRODUCER. H.MERCHANDISING PRODUCER shall have the exclusive right to sell CDs,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 premise 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. I.NO RECORDING/BROADCASTING PURCHASER shall not itself,nor shall it 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 performance hereunder(or any part thereof)and/or ARTIST and/or PRODUCER's personnel at any time during the Engagement. J.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 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 as 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 and all remaining Engagement hereunder;(ii)retain all amounts already paid to PRODUCER by PURCHASER as partial compensation for such breach;(iii)receive the full GUARANTEE(or the unpaid balance thereof)plus all other payments and other compensation due pursuant to this Agreement and all reasonable 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 in the 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. (2)If,on or before the date of any scheduled Engagement,PURCHASER has failed,neglected,or refused to perform any contract with PRODUCER/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 standing or credit of PURCHASER has been impaired or is in PRODUCER's reasonable 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 fails or refuses to make such payment forthwith,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 all amounts already paid to PRODUCER 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 reasonable 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 for all transportation,accommodations,and expense reimbursements for PRODUCER/ARTIST and entourage pursuant to the term of this Agreement. K. INSURANCEJINDEMNIFICATION • PURCHASER shall obtain and maintain the insurance coverage described below for the Engagement:General Liability insurance coverage with a$1,000,000 general aggregate limit and Excess Liability coverage of$2,000,000 general aggregate limit,in each case from North American Specialty Insurance Company indemnifying and holding PRODUCER/ARTIST and ARTIST's traveling party and PRODUCER/ARTIST's respective officers,directors,principles,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 performances 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 PRODUCER,ARTIST and their respective officer,directors,principals,agents,employees and representatives,and each policy shall contain all appropriate riders and endorsements.PURCHASER will provide evidence of the existence of the insurance coverage referred to herein by naming PRODUCER,ARTIST and their respective officers,directors,principles,agents,employees and representatives,as"additional insureds"and providing PRODUCER with originals or copies of certificates of insurance so reflecting and providing that PRODUCER shall be notified in writing by the insurance carrier of any change or modification in the policy,not less than fifteen(15)days prior to the effective date of such change.PRODUCER's failure to request,review or comment on any such certificates shall not affect PRODUCER's rights or PURCHASER's obligations hereunder. (2) Without limiting the generality of the foregoing,PURCHASER hereby indemnifies and holds PRODUCER and ARTIST,as well as their respective agents,representatives,principles,employees,officers and directors,harmless from and against any loss,damage or expense,including,without limitation, reasonable attomey's fees,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 for death,personal injury or property damage or otherwise brought by or on behalf of any thirds party person,firm or corporation as a result of any acts or omissions of PURCHASER or its employees,agents,or other representatives in connection with the transactions contemplated by this Agreement,to the extent such claim does not result from the gross negligence or willful misconduct of the ARTIST and/or PRODUCER. (3)PRODUCER hereby indemnifies and holds PURCHASER,as well as its agents,representatives,principles,employees,officers and directors,harmless from and against any loss,damage or expense,including,without limitation,reasonable attomey's fees,incurred or suffered by or threatened against PURCHASER 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 thirds party person,firm or corporation as a result of any acts or omissions of PRODUCER or ARTIST or their respective employees, agents,or other representatives in connection with the transactions contemplated by this Agreement,to the extent such claim does not result from the gross negligence or willful misconduct of the PURCHASER. L.NOTICES All notices required hereunder shall be given in writing at the addresses stated in the preamble of this Agreement. M. LIMITATION OF LIABILITY In no event shall either party hereto(nor any of their respective agents,representatives,principles,employees,officers,directors and affiliates)be liable to the other party(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 contrast,tort or otherwise,even if such party has been advised of the possibility of such damages.Under no circumstances shall the liability of PRODUCER and/or ARTIST(or any of their respective agents, representatives,principals,employees,officers,directors or affiliates)exceed,in the aggregate,an amount equal to the lesser of(i)the amount of reasonably necessary out-of-pocket expenses directly incurred by PURCHASER in connection with the Engagement;or(ii)the amount of the GUARANTEE which ARTIST and/or PRODUCER have actually received in accordance with the terms of this Agreement. Each party 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. O.MISCELLANEOUS PROVISIONS (I) 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 PRODUCER 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 PRODUCER's 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 to be void,invalid or unenforceable,such invalid or void portion shall be deemed to separate and servible from the other portions of this Agreement,and the other portions shall be given full force and effect,as tough the void and invalid portions or provisions were never a part of this Agreement. (3) This Agreement shall be construed in accordance with the laws of the State of West Virginia's applicable to agreements entered into and wholly to be performed therein.Unless stipulated to the contrary in writing,all disputes arising out of this Agreement,whenever derived shall be so resolved in state or federal courts located in West Virgins. (4) Neither party shall have the right to assign or transfer this Agreement,or any provision thereof without prior written consent of the other par(Y. (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 PRODUCER and/or ARTIST liable in whole or in part for any obligation that may be incurred by PURCHASER in carrying out any of the provisions hereof,or otherwise.THE PERSON EXECUTING THIS AGREEMENT ON PURCHASER'S BEHALF WARRANTS HIS/HER AUTHORITY TO DO SO. (7) The terms"ARTIST'and"PURCHASER"as used herein shall include and apply to the singular and the plural and to all genders. (8) This Agreement may be executed in two(2)or more counterparts,each of which shall be deemed an original and all of which taken together shall constitute one(I)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 manually executed counterpart of this Agreement and shall be sufficient to bind the Parties to the terms and conditions of this Agreement. IN WITNESS WHEREOF,the parties hereto have hereunto set their names and seals on the day and year first above written. '' WC- lJ 49 + DATE: 5( O IZOZ 1 Elizabeth Carter-Representative of Jeffersonville Parks Authority Board DATE 5/13/23 Adam Payne-Representative of Future Joy