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HomeMy WebLinkAboutMidnight-The Free Label (Steamboat Nights Music) 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: 7—ll/ —.:2Y Department:�plr-kS Vendor Name: ' r l ►d n i — FKe, 14,12e, Sign Date: 2 I ) D-Cf Ending Date: /0 /y I 2.Cl Amount of Original Contract: 71 o o 0 Is this an amendment or change order to original contract? Yes or No Amended Contract Amount: Purpose: 1 �J ‘ o l\A.VS‘ For Clerk's Office to fill out 4 Date uploaded to Gateway: I 4 MIDNIGHT CONTRACT.#1009110 Agent.Grant Paley This Booking Agreement(the"Agreement")is made on January 20,2026,by and between The Free Label Inc,(hereinafter"Artist"),and City of Jeffersonville(hereinafter"Purchaser")(individually referred to as a"Party"or collectively referred to as the"Parties"). It is understood and mutually agreed that the Purchaser engages the Artist to provide the entertainment generally described as the"Performance" listed herein.The Artist hereby agrees to provide the Purchaser with the"Performance"subject to all of the Terms and Conditions herein set forth. 1.Contract Details Artist The Free Label Date Saturday,October 3,2026 Venue Big Four Station Park 304 Mulberry St,Jeffersonville,IN,47130,United States Schedule TBC Performance Event Festival Steamboat Nights Performance Live Set 11 x 90mins Capacity 10,000 Ages All Ages Tickets TBC Compensation Flat Guarantee of US$7,000.00 minus withholdings(30%) Additional Provisions In addition to artist compensation,Purchase agrees to provide the following at no cost to the artist: Sound&Lights Purchaser agrees to provide Sound and Lights Hospitality Purchaser agrees to provide festival-style Hospitality Accommodation Purchaser agrees to provide Hotels at Marriott Townplace or equivalent,3-4 double hotel rooms Backline Purchaser agrees to provide festival Backline equipment Billing Headline Other Artists TBC Merchandise Soft Merch 100% I Hard Merch 100% I Buyer Sells Radius Clause N/A Announcement TBC Gn Sale TBC Artist Promo Links https://tinyurl.com/4tm3zdrz Additional Terms Marketing:All Promotional&Marketing Items to be approved by agent,no exceptions Rain or Shine:Artist to be paid in full regardless of inclement weather Withholding Tax-Producer is required to withhold thirty percent(30%)of the Artist/Producer Guarantee for non-residents of the USA unless Artist/Producer has a Central Withholding Agreement(CWA)with the IRS. Event Contacts Elizabeth Carter I Ph.(502)727-3043 I email.tyoung@cityofjeff.net MIDNIGHT TORONTO 1084 Queen Street West Suite 300 M6J 1 H8 VANCOUVER 997 Seymour Street Suite 250 V6B 3M1 EMAIL office@midnightagency.com 1 2.Deal Terms and Payment Schedule Payments for the Performance(s)are to be paid by Cheque,Money Order,E-Transfer,or Wire Transfer,on the following payment schedule. Additional transaction fees may apply. Due when contract is signed 50% Deposit US$3,500.00 Due on site 50% Balance US$3,500.00-Withholdings Deposit&Settlement Payments Deposit and Balance of Guarantee plus any earned percentage,overages and/or bonuses including any applicable taxes payable thereon,can be paid by ACH,Wire,or certified cheque as designated by the payment options below. All payment to be made in USD//NOTE:Buyer/Promoter is responsible for all Wire Fees and Bank Charges ACH/WIRE TRANSFER CHECK OR MONEY ORDER Midnight Agency Inc Midnight Agency Inc Pinnacle Bank Suite 300-1084 Queen Street West 150-3rd Avenue South,Nashville,TN,37203 Toronto ON M6J 1 H8 Canada ROUTING:064008637 SWIFT:PNFPUS44 ACCOUNT:800109184242 NOTE Buver/Promoter is responsible for all Wire Fees and Bank Charges 5.Entire Agreement This Agreement contains the entire agreement between the Parties and supersedes any and all previous agreements,written or oral,between the parties relating to Performance. THE PERSON(S)EXECUTING THIS AGREEMENT ON BEHALF OF EACH PARTY WARRANTS HIS/HER AUTHORITY TO DO SO,AND SUCH PERSON HEREBY PERSONALLY ASSUMES LIABILITY FOR THE PAYMENT IN FULL. ACCEPTED AND AGREED TO: City of Jeffersonville The Free Label Inc Q9' , ft. — -- Elizabeth Carter Simon Pelletie City of Jeffersonville The Free Label 500 Quartermaster Ct,Jeffersonville,IN,47130,United States 82 Estate Garden Dr,Richmond Hill,ON,L4E 3V6,Canada Ph.(502)727-3043 Ph.(514)452-1942 Email.tyoung@cityofjeff.net Email.info@thefreelabel.ca Kindly execute the Agreement electronically via Gigwell,or alternatively,download and transmit the signed Agreement to the Agent Assistant or via email to office@midnightagency.com I MIDNIGHT TORONTO 1.2_-Queen Street West Suite 300 M6J 1 H8 VANCOUVER ti97 Sc.,. .ur Street Suite 250 V65 3M1 EMAIL office @ midnightagency.com Addendum"A" Additional Terms&Conditions Term and Termination a. Term. This agreement shall stay in effect through and including the final engagement date as noted above. b. Termination. In the event Purchaser refuses or neglects to provide any of the items or to perform any of its obligations herein stated,and/or fails to make any of the payments as provided herein,Artist shall have the right to refuse to perform this Agreement,shall retain any amounts paid to Artist by Purchaser,and Purchaser shall remain liable to Artist for the agreed Payment under this Agreement.In addition,if,on or before Date of Performance,Purchaser has failed,neglected,or refused to perform any contract with any other performer for any other engagement,or if the financial standing or credit of Purchaser fails or refuses to make such payment forthwith,Artist shall have the right to cancel this Agreement by notice to Purchaser to that effect,and to retain any amounts theretofore paid to Artist by Purchaser and Purchaser shall remain liable to Artist for the agreed Payment under this Agreement. c. Cancellation.Cancellation of this engagement by Purchaser,other than due to a Force Majeure Event as described below,is a fundamental breach of this agreement,and in the event of such cancellation Purchaser shall be liable for,and shall pay on demand,the full guarantee(or the unpaid balance thereof)plus all other payments and other compensation due to Artist pursuant to this agreement,and reimbursement of all out of pocket expenses incurred by Artist in connection with the engagement or the transactions contemplated by the agreement. Force Majeure Force Majeure shall mean any one or more of the following unforeseen and/or unexpected 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,pandemic,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 Artist 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 of Artist'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.If,as the result of a Force Majeure(as defined below),Artist is unable to,or is prevented from,performing the Event or any portion thereof or any material obligation under this Agreement,then 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. For clarity,and notwithstanding anything to the contrary,in the event of such non-performance as a result of a Force Majeure,Purchaser shall be entitled to either:A)a return of any payments received for Event with the exception of reimbursement payments for all incurred transportation, accommodations,expense reimbursements and any other payments or compensation for Artist pursuant to the terms of this Agreement;or B) carrying forward any payments received to a mutually agreed upon rescheduled date. Security The Purchaser shall guarantee proper security at all times to ensure the safety of the Artist,auxiliary personnel,instruments and all equipment, costumes and personal property during and after the performance.Particular security must be provided in the areas of the stage,dressing rooms and all exits and entrances to the auditorium and the remote mixing console.Security protection to commence upon the arrival of the Artist on the premises. Recording,Reproduction or Transmission of Performance Purchaser shall not itself nor shall it permit others to record,broadcast,televise,photograph or otherwise reproduce the Performance without prior written consent of the Artist. Controlling Authority Artist shall have the sole and exclusive control over the production and presentation of the Performance,including but not limited to the details, means,and methods of the performing personnel,and Artist shall have the sole right or may see fit to designate and change at any time the performing personnel. Intellectual Property The Parties acknowledge that the Artist shall perform its obligations under the terms of this Agreement as an independent contractor and not as an employee of Purchaser. As such,all intellectual property rights,including copyrights,arising out of or deriving from the Performance shall be owned exclusively by the Artist. Merchandising Artist shall have the exclusive right to sell souvenir programs,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 or other merchandise on the premises of the Place of Performance during the Date of the Performance. MIDNIGHT TORONTO 1084 Queen Street West Suite 300 M6J 1 H8 I VANCOUVER 997 Seymour Street Suite 250 V6B 3M1 EMAIL office@midnightagency.com 3 Right to Likeness Purchaser shall be entitled to advertise and promote the appearance of Artist at the Performance solely for the purpose of increasing the attendance at Performance. Purchaser,however,may not use Artist's name or likeness as an endorsement of any product or service nor in connection with any commercial tie-up without Artist's prior written consent. Insurance Purchaser shall have a commercial general liability insurance policy with limits of liability of Two Million Dollars($2,000,000)for each occurrence in the event of death or bodily injury arising from the negligence of Purchaser as promoter and/or operator of the Venue.Purchaser shall provide evidence of the required insurance coverage prior to the Artists engagement hereunder. Indemnification Purchaser hereby indemnifies and holds Artist,as well as Artist's respective agents,representatives,principals,employees,officers,and directors harmless from and against any loss,damage or expense,including reasonable attorneys 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 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 Performance,which claim does not result from the active and willful negligence of the Artist. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State in which the performance(s)occurs and the laws of the United States,as the case may be,applicable therein.If Artist is a CFM/AFM member,the foregoing is subject to first submitting any dispute to the Local having jurisdiction or the Head Office of the CFM/AFM. Assignment/Transfer Neither Artist nor Purchaser may assign or transfer this Agreement or any other rights or obligations hereunder without the mutual written consent of both the Artist and Purchaser and such assignment contains the complete understanding of the Parties respecting the subject matter hereof. It is expressly understood and agreed that the Parties make no representations or agreements,oral or otherwise,outside the terms of this Agreement which add to,broader,vary,or conflict with the provisions hereof. Any purported outside representations or agreements have no force or effect upon the rights or duties of the Parties hereunder. No term,provision,or condition of this agreement may be altered,amended,or added except upon the execution of a written agreement by the Parties hereto. Any notices provided for herein shall be in writing and shall be personally served or mailed to each Party at the addresses provided. Amendment to Agreement This Agreement contains the sole and complete understanding of the Parties and may not be amended,supplemented,varied or discharged,except by an instrument in writing signed by both Parties. Initial MIDNIGHT TORONTO 1084 Queen Street West Suite 300 M6J 1 H8 I VANCOUVER 997 Seymour Street Suite 250 V68 3M1 EMAIL office@midnightagency.com 4