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HomeMy WebLinkAboutCAA CREATIVE ARTIST r CAA CREATIVE ARTISTS AGENCY 401 Commerce Street,Penthouse Nashville,TN 37219 615-383-8787/615-383-4937 Fax ELECTRONIC AGREEMENT made this 27,, day of Jan 2016 Between Big Productions,Inc (45-1034187) (hereinafter referred as"PRODUCER"),furnishing the services of the artist(s)professionally known as Canaan Smith(hereinafter referred to as"Artist") and City of Jeffersonville (hereinafter referred as"PURCHASER"). It is mutually agreed upon between the parties as follows:The PURCHASER hereby engages the PRODUCER and the PRODUCER hereby agrees to furnish the entertainment presentation hereinafter described,upon all terms and conditions herein set forth,including those attached hereto entitled"Additional Terms and Conditions". 1.Name and Address of Place of Engagement: Jeffersonville Riverstage-Jeffersonville,IN(Tour:Jeffersonville Goes Country) 2.Date(s),Showtime: Sat,Jul 30,2016(a7 07:00 PM 3.Additional Information: Billing: Artist to receive 100%Headline billing and close show. Performance Length: Artist to perform one 60 minute set at approx.9.30PM Sound and Lights: Artist to use festival sound and lights per Artist's specifications Support Talent: TBD to perform immediately prior to headliner CANAAN SMITH. CANAAN SMITH to headline and close show. *Any changes in lineup including but not limited to Artist positioning in show must be approved in writing by CAA Additional Provisions: *Purchaser must contact Robby Cox(robby.cox@curokr.com)for marketing materials,approval of all announce,on- sale,radio involvement/presents,marketing,and advertising plans. *Artist to receive 20 PI comps *Purchaser to hold 20 PI tickets for potential label purchase OUTDOOR SHOW:*In the event of inclement weather that renders any performance impossible,hazardous or unsafe, Purchaser shall remain liable for payment of the full agreed upon compensation even if such performance is prevented by such weather conditions. CURFEW: 1:00AM RADIUS:60 miles,60 days prior to and 60 days after stated engagement. **NO ANNOUNCE OR ADS OF ANY KIND UNTIL 2/1/16** *Purchaser to provide and pay for local ground transportation and hotel. *Purchaser requests 50 person meet and greet Must be approved by and advanced with Artist management Merchandise: 100%to Artist. *Use of Artist name or likeness on any event merch must be approved by and advanced with Artist management prior to production.* Who Sells: Artist sells 4.COMPENSATION AGREED UPON(Amount and Terms): $15,000.00 guarantee TICKET SCALING: Show T Festival FREE I 7,000 $.00 $.00 Total Ca aci 7,000 Gross Potential: $.00 Total Tax% 1 .00% 1 1 Tax/Deductions: $.00 Net Potential: I $.00 Notes: �s Free event V -5. DEPOSITS/CONTRACTS:$7,500.00 due 30 days prior to showdate;due on or before Jun 30,2016 Purchaser will make payments as follows:all payments shall be paid by certified check,money order,bank draft,wire transfer,or cash. Notwithstanding the foregoing,all deposits will be paid by PURCHASER to CREATIVE ARTISTS AGENCY,LLC's client trust account on behalf of Producer. Any required income tax reporting obligations of Purchaser for payments made hereunder shall be reported as solely for Producer,regardless of payments sent to CAA on behalpol3roducer,including but not limited to deposits. CONTRACTS MUST BE RETURNED WITHIN 30 DAYS OF RECEIPT.WALANCE of Guarantee,Plus Percentage Payments,if any,and Sound and lights Payments, if any,to be paid in United States Currency by PURCHASER to ARTIST no later than Prior to Performanceevening of engagement 6.Riders Attached Hereto Are Hereby Made a Part Hereof. 7.If Artist is Headlining This Engagement:"All Support Talent is Subject to Artist Approval." 8.If Artist is Supporting This Engagement:"Artist's Performance is Subject to the Appearance and Approval of the Headliner." 9.No performance on the engagement shall be recorded,reproduced or transmitted from the place of performance,in any manner or by any means what4�ever, a absence of a specific written agreement with the Producer relating to and permitting such recording,reproduction or trans Signed: Z (ARTIST/PRODUCER) Canaan Smith-Jeffersonville Riverstage-Jeffersonville,IN(Buyer:City of Jeffersonville-Jeffersonville,IN) PROD R:B' Productions,Inc (45-103x187 Return all signed copies to Agent: Elisa Vmana Si nec Agreement No.636349 PURC AS ity of Jeffersonville-Jefferso vi e, N y (PURCHASER) Nail To:Sara Simpson;City of Jeffersonville;500 Quatermaster Ct.,Suite 212;Jeffersonville,IN 47130 Business phone:502.376.9104;Business fax:812.285.6481 THE ABOVE SIGNATURES CONFIIL11 THAT THE PARTIES HAVE READ AND APPROVE EACH AND ALL OF THE "ADDITIONAL TERhIS AND CONDITIONS"ATTACHED HERETO. Additional Terms and Conditions The following additional terms and conditions are incorporated in and are part of the Agreement attached hereto. 1.PURCHASER agrees that it shall be solely responsible to provide a safe environment for the performances set forth in the Agreement(the "Performances")including but not limited to with respect to the staging,stage covering,grounding,supervision and direction of the Engagement,and security,so that the Performances and all persons and equipment are free from adverse weather and other conditions,situation and events("Adverse Conditions").PRODUCER and Artist shall not have any liability for any damage or injury caused by such Adverse Conditions.PURCHASER further agrees to furnish at its sole cost and expense all that is necessary for the proper presentation of the Performances,and if required by PRODUCER,any and all rehearsals therefor,including,but not limited to: a. Equipment,materials,labor,licenses,permits,including,but not limited to,a suitable theater,hall or auditorium(well-heated,lighted, clean,and in good order),stage curtains,properly tuned grand piano(s)and any other instruments specified by PRODUCER,a public address system in perfect working condition(including tnicrophone(s)in number and quality as required by PRODUCER),and comfortable,well-lighted dressing rooms; b. All stagehands,stage carpenters,electricians,electrical operators,and any other labor as necessary and/or required by any national or local union(s)to take in,hang,work,and take out all materials required for the Pefformance(s),including,but not limited to,scenery,properties and baggage; c. Any musicians and musical contractors,as may be required by any national or local union(s)in connection with the Performance(s),and any rehearsals therefore;provided,however,that PRODUCER shall have the right to name such musical contractor and to approve such musicians; d. All lights,tickets,house programs,licenses,including,but not limited to,any performing rights licenses, special police and security, ushers,ticket sellers for advance or single sales(wherever such sales take place),and ticket takers; e. Appropriate and sufficient advertising and publicity as customarily provided on a first-class basis,including,but not limited to,bill- posting,mailing,and distribution of circulars,advertising in the principal newspapers,and other media. PURCHASER shall pay all necessary expenses in connection with such required advertising and publicity. 2. PURCHASER will comply promptly and professionally with PRODUCER'S directions regarding the arrangement of stage decor and settings for the Performance(s). 3. PRODUCER will have sole and exclusive control over the production,presentation,and performance of the Perfonnance(s),including but not limited to,the details,means,and methods of the performances of the performing artist hereunder. PRODUCER shall have the sole right as PRODUCER sees fit to designate and change,at any time,the performing personnel. 4. The Performance(s)to be furnished by PRODUCER shall receive billing in such order,form,size,and prominence as directed by PRODUCER. 5. PURCHASER will comply with all regulations and requirements of any national or local union(s)that may have jurisdiction over any of the materials,facilities,services,and personnel to be furnished by PURCHASER or PRODUCER,or otherwise used in the Performance(s); 6. PURCHASER will not have the right to broadcast or televise,photograph,or otherwise reproduce the Performance(s),or any part thereof, 7. Except for local press in commercially reasonable numbers,any free admissions will be subject to PRODUCER'S prior written approval. 8. In the event that payment to PRODUCER will be based in whole or in part on the receipts of the Performance(s): a. Ticket prices must be submitted to and approved by PRODUCER in writing before tickets are ordered or placed on sale; b. PURCHASER will deliver to PRODUCER a certified statement of the gross box office receipts of each such performance within two (2)hours following such performance;and c. PRODUCER will have the right to have its representative present in the box office at all times. Such representative will have the right 03-2013 2 Canaan Smith-Jeffersonville Riverstage-Jeffersonville,IN(Buyer:City of Jeffersonville-Jeffersonville,IN) to examine and make extracts from box office records of PURCHASER relating to gross box office receipts of the Performance(s). PRODUCER will have the right,at its own expense,to audit PURCHASER's box office records relating to gross box office receipts of the Performance(s)upon reasonable notice on or before the date two(2)years after the Performance(s). Such audit will be conducted during normal business hours,and at PURCHASER's normal place of business where PURCHASER maintains such receipts. 9. PRODUCER will have the sole and exclusive right,but not the obligation to sell souvenir programs and other souvenir items,including audio recordings in any and all formats and media,in connection with,and at,the Performance(s). The receipts thereof will belong exclusively to PRODUCER. PURCHASER will make reasonable accommodations to facilitate PRODUCER's sales activities. 10. PURCHASER agrees that PRODUCER may cancel the Performance(s)hereunder,in PRODUCER's sole discretion,by providing at least thirty (30)days notice to PURCHASER prior to the Performance(s)date. In such event,PRODUCER will return any amounts previously paid by PURCHASER pursuant to this Agreement,and shall have no further obligations. 11. If,before the date of any scheduled performance,it is found that PURCHASER has not perfonned fully its obligations under any other agreement with any party for another engagement,or that the financial credit of PURCHASER has changed,been misrepresented or been impaired, PRODUCER may cancel the Agreement without payment or penalty of any sort. 12. In the event that PURCHASER fails or reftises fully to perform any of its obligations hereunder,including but not limited to timely making any of the payments required by this Agreement: a. PRODUCER,in its sole and exclusive discretion,may immediately terminate this Agreement; b. PRODUCER will have the right to retain any amounts theretofore paid by PURCHASER; c. PURCHASER will immediately reimburse PRODUCER for any out-of-pockets costs incurred by PRODUCER and/or Artist as a result of PURCHASER's breach; d. PURCHASER will remain liable to PRODUCER for the guarantee and any additional compensation due PRODUCER,as set forth in the Agreement;and equity. e. PRODUCER and/or Artist will be entitled to assert all claims and to exercise all rights and remedies available,whether at law or in 13. In the event of an alleged material breach of this Agreement by PRODUCER and/or Artist,PURCHASER agrees that the maximum damages which PURCHASER may seek to recover will be limited to necessary out-of-pocket expenses directly incurred by PURCHASER relating to the Performance,including out-of-pocket costs,taking into account any amounts that PURCHASER recovered or could have recovered using its best efforts to mitigate its damages. Notwithstanding the foregoing,PURCHASER will not be entitled to recover any alleged lost profits or similar damages. 14. CArrengy. Unless otherwise provided herein,CAA will hold all deposits in United States Dollar accounts. Purchaser shall bear any currency conversion risks associated with delivering funds in other than United States Dollars or requesting deposit refunds(when such refunds are applicable) in other than United States Dollars. 15. Force Majeure. a. A"Force Majeure Event"is defined as one or more of the following causes which renders performance impossible,impracticable,or unsafe:death,illness of,or injury to Artist or a member of Artist's immediate family,any of Artist's musicians,or any of PRODUCER's key personnel;theft,loss,destruction,or breakdown of instruments or equipment owned or leased by PRODUCER or Artist;fire;threat(s)or act(s)of terrorism;riot(s)or other form(s)of civil disorder in,around,or near the Performance(s)venue;strike,lockout,or other forms of labor difficulties; any act,order,rule,or regulation of any court,government agency,or public authority;act of God;absence of power or other essential services; failure of technical facilities;failure or delay of transportation not within PRODUCER's or Artist's reasonable control;inclement weather;and/or any similar or dissimilar cause beyond PRODUCER's or PURCHASER's reasonable control, b. If Force Majeure Event occurs,the parties'respective obligations hereunder will be excused fully,without any additional obligation, subject to the provisions of Section 15(c)below,and each of the parties shall bear its own costs incurred in connection with this Agreement. c. Notwithstanding the foregoing,if Artist is ready and willing to perform,PURCHASER will pay PRODUCER the full amount of the guarantee set forth in this Agreement. 15.1 In the event that this Agreement concerns a support artist performance,and the headline artist of such engagement does not perform for any reason(except a Force Majeure Event cancellation for which Section 15 above will apply),if Artist is ready and willing to perform the services set forth herein,PRODUCER will be entitled to receive the full,agreed upon compensation set forth in this Agreement. 16. Insurance a. PURCHASER agrees to provide public and general liability insurance coverage,including without limitation,public and general 03-2013 3 Canaan Smith-Jeffersonville Riverstage-Jeffersonville,IN(Buyer:City of Jeffersonville-Jeffersonville,1N) liability automobile,liability,and comprehensive coverage,in an amount not less than$5,000,000 per occurrence to protect against any claim for personal injury or property damage otherwise brought by or on behalf of any third party,person,film,or corporation as a result of or in connection with the Performance(s).The policy shall name PRODUCER,Artist,each individual member of Artist,and their respective agents,employees, directors,officers,principals,representatives,and shareholders as additional insured's. b. In addition,PURCHASER shall maintain in effect(a)workers'compensation insurance(or the equivalent thereof if workers' compensation insurance is not available)covering all of its employees,subcontractors,and other personnel under the control,direction,or authority of PURCHASER,whether directly or indirectly,who are involved in the installation,operation,and/or maintenance of equipment provided by PURCHASER,and(b)hired and non-owned automobile insurance. PURCHASER shall supply PRODUCER with certificates of insurance showing coverage of the above at least ten(10)business days prior to the Performance date;provided,however,that if PURCHASER does not provide such certificate by the foregoing date,PRODUCER may,in its sole discretion,terminate this Agreement. If PURCHASER has not provided certificates of insurance as set forth herein,PRODUCER may elect to perform the show;provided,however,that PURCHASER will be responsible nonetheless for the insurance coverage specified herein. c. The insurance policies described herein will contain provisions requiring the insurance company to give PRODUCER at least ten(10) days prior written notice of any revision,modification,or cancellation. Any proposed change in certificates of insurance will be submitted to PRODUCER for written approval prior to any such change taking effect. 17. Indemnification a. PURCHASER shall indemnify,protect,and hold PRODUCER,Artist,the individual performing members of Artist,Artist's managers, accountants,attorneys,agents,and their respective contractors,employees,licensees,and designees(collectively,the"Indemnified Parties") harmless,from and against any claim,demand,action,loss,cost,damage,or expense whatsoever(including,without limitation,reasonable attorneys' fees)arising out of or in connection with(i)PURCHASER's breach or alleged breach of the Agreement;and(ii)the Performance,including,but not limited to: 1. Any claim,demand,or action made by any third party,as a direct or indirect consequence of the Performance; 2. Any and all loss,damage,and/or destruction occurring to PRODUCER's,Artist's,and/or their respective employees', contractors',or agents'instruments and equipment at the place of the Performance,including,but not limited to,damage,loss,or destruction caused by forces beyond the parties'control; 3. A breach or alleged breach of any warranty,representation,or agreement made by PURCHASER hereunder in connection with the Performance,including,without limitation,any failure by PURCHASER to perform any agreement entered into between PURCHASER and any third party;and 4. Damage or injury to any patrons,or the venue,or any fixture or personal property therein,caused by fans or any others not engaged by PRODUCER. For the avoidance of doubt,no claim,deduction,or offset will be made by PURCHASER in respect of same,unless proof of such damage and the cause thereof is provided to PRODUCER,and PRODUCER expressly agrees to such claim,deduction,or offset in writing. b. If an insurable risk occurs,resort to the procedures set forth in the insurance policies required hereunder,and any resulting remedies, will be the sole remedy of PURCHASER. 18. PURCHASER shall pay all taxes and fees incurred due to Performance(s),including all amusement taxes. 19. UNDER NO CIRCUMSTANCES WILL PRODUCER AND/OR ARTIST BE LIABLE TO PURCHASER OR ANY THIRD PARTY IN CONTRACT,TORT,OR OTHERWISE,FOR ANY INDIRECT,INCIDENTAL,SPECIAL,CONSEQUENTIAL,PUNITIVE,EXEMPLARY,OR SIMILAR DAMAGES THAT RESULT FROM THE PARTIES'PERFORMANCE OR NON-PERFORMANCE HEREUNDER,INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR LOST PROFITS,EVEN IF PRODUCER AND/OR ARTIST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 20. Each party represents and warrants that it has the right and authority to enter into this Agreement,and that by entering into this Agreement,it will not violate,conflict with,or cause a material default under any other contract,agreement,indenture,decree,judgment,undertaking,conveyance, lien,or encumbrance to which it is a party or by which it may become subject. Each party shall,at its own expense,make,obtain,and maintain in force at all times during the term of this Agreement,all applicable filings,registrations,reports,licenses,permits,and authorizations necessary to perform its obligations under this Agreement. Each party shall,at its own expense,comply with all laws,regulations,and other legal requirements that apply to it and this Agreement. THE WARRANTIES SET FORTH IN THIS SECTION ARE THE ONLY WARRANTIES MADE BY PRODUCER. PRODUCER MAKES NO OTHER WARRANTIES OF ANY KIND,EXPRESS OR IMPLIED,IN CONNECTION WITH THE PERFORMANCE. PRODUCER HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE. EXCEPT AS SET FORTH HEREIN,NO ORAL OR WRITTEN INFORMATION GIVEN BY PRODUCER AND/OR ARTIST,OR THEIR RESPECTIVE EMPLOYEES,AFFILIATES,OR AGENTS WILL CREATE A WARRANTY OR REPRESENTATION AND PURCHASER EXPRESSLY ACKNOWLEDGES THAT IT HAS NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY ALLEGED REPRESENTATION OR WARRANTY OF PRODUCER OR ANY OF ITS EMPLOYEES,AFFILIATES,AGENTS OR REPRESENTATIVES. 03-2013 4 Canaan Smith-Jeffersonville Riverstage-Jeffersonville,IN(Buyer:City of Jeffersonville-Jeffersonville,IN) 21. This Agreement constitutes the sole,complete,and binding agreement between the parties hereto regarding the subject matter hereof,and supersedes all prior communications between the parties. No amendment or modification of this Agreement shall be valid or binding upon the parties unless made in writing and executed by an authorized representative of each party. 22. The Parties each acknowledge that CREATIVE ARTISTS AGENCY,LLC acts only as agent for PRODUCER,and assumes no liability hereunder. 23. Except for the Parties'acknowledgment in Section 22 above,that Creative Artists Agency,LLC assumes no liability hereunder,in the event of any inconsistency between these Additional Terms and Conditions and Artist's Rider(attached hereto and incorporated by reference herein),the terns of Artist's Rider will control. 24. This Agreement shall be construed in accordance with the laws of the State of California without regard to its application of choice of laws. Any claim or dispute arising out of or relating to this Agreement or the breach thereof shall be settled by arbitration in Los Angeles,California in accordance with the commercial rules and regulations then in effect of the American Arbitration Association. The parties hereto agree to be bound by the award of such arbitration and judgment upon the award may be entered in any court having jurisdiction thereof, Nothing in the Agreement shall require the commission of any act contrary to law or to any rule or regulation of any union,or similar body having jurisdiction over the Performances or any element thereof. Wherever or whenever there is 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. 25. In the event that the performing artist(s)are members of the American Federation of Musicians("AFM"),PURCHASER agrees that a representative of AFM will have access to the place of engagement covered by this agreement for purposes of communicating with the performing artist(s)and PURCHASER;provided,however,that PURCHASER acknowledges that AFM is not a party to this agreement and is not liable for the performance or breach of any provision hereof. 03-2013 5 CAA CREATIVE ARTISTS AGENCY 401 Commerce Street,Penthouse Nashville,TN 37219 615-383-8787/615-383-4937 Fax ELECTRONIC AGREEMENT made this 27,1, day of Jan,2016 Between Big Productions,Inc (45-1034187) (hereinafter referred as"PRODUCER"),furnishing the services of the artist(s)professionally known as Canaan Smith(hereinafter referred to as"Artist") and City of Jeffersonville (hereinafter referred as"PURCHASER"). It is mutually agreed upon between the parties as follows:The PURCHASER hereby engages the PRODUCER and the PRODUCER hereby agrees to furnish the entertainment presentation hereinafter described,upon all terms and conditions herein set forth,including those attached hereto entitled"Additional Terms and Conditions". 1.Name and Address of Place of Engagement: Jeffersonville Riverstage-Jeffersonville,IN(Tour:Jeffersonville Goes Country) 2.Date(s),Showtime: Sat,Jul 30,2016(rt)07:00 Pi\I 3.Additional Information: Billing: Artist to receive 100%Headline billing and close show. Performance Length: Artist to perform one 60 minute set at approx.9:30PM. Sound and Lights: Artist to use festival sound and lights,per Artist's specifications. Support Talent: TBD to perform immediately prior to headliner CANAAN SMITH. CANAAN SMITH to headline and close show. *Any changes in lineup,including but not limited to Artist positioning in show must be approved in writing by CAA Additional Provisions: *Purchaser must contact Robby Cox(robby.coxr curokr.com)for marketing materials,approval of all announce,on- sale,radio involvement/presents,marketing,and advertising plans. *Artist to receive 20 PI comps *Purchaser to hold 20 PI tickets for potential label purchase OUTDOOR SHOW:*In the event of inclement weather that renders any performance impossible,hazardous or unsafe, Purchaser shall remain liable for payment of the fill agreed upon compensation even if such performance is prevented by such weather conditions. CURFEW: 1:00AM RADIUS:60 miles,60 days prior to and 60 days after stated engagement. **NO ANNOUNCE OR ADS OF ANY KIND UNTIL 2/1/16** *Purchaser to provide and pay for local ground transportation and hotel. _ *Purchaser requests 50 person meet and greet. Must be approved by and advanced with Artist management. Merchandise: 1000/oto Artist. *Use of Artist name or likeness on any event merch must be approved by and advanced with Artist management prior to production.* Who Sells: Artist sells 4.COMPENSATION AGREED UPON(Amount and Terms): SI5000.00 guarantee TICKET SCALING: Show T Festival FREE 1 7,000 c 1 $.00 $.00 Total Capacity: 7,000 1 1 Gross Potential: $.00 Total Tax% 1 .00% 1 1 Tax/Deductions: S.00 Net Potential: I S.00 Notes: Free event 5. DEPOSITS/CONTRACTS:$7,500.00 due 30 days prior to showdate;due on or before Jun 30,2016 Purchaser will make payments as follows:all payments shall be paid by certified check,money order,bank draft,wire transfer,or cash. Notwithstanding the foregoing,all deposits will be paid by PURCHASER to CREATIVE ARTISTS AGENCY,LLC's client trust account on behalf of Producer. Any required income tax reporting obligations of Purchaser for payments made hereunder shall be reported as solely for Producer,regardless of payments sent to CAA on behalf of Producer,including but not limited to deposits. CONTRACTS MUST BE RETURNED WITHIN 30 DAYS OF RECEIPT. BALANCE of Guarantee,Plus Percentage Payments,if any,and Sound and lights Payments, if any,to be paid in United States Currency by PURCHASER to ARTIST no later than Prior to Performance evening of engagement 6.Riders Attached Hereto Are Hereby Made a Part Hereof. 7.If Artist is Headlining This Engagement:"All Support Talent is Subject to Artist Approval." 8.If Artist is Supporting This Engagement:"Artist's Performance is Subject to the Appearance and Approval of the Headliner." 9.No performance on the engagement shall be recorded,reproduced or transmitted from the place of performance,in any manner or by any means whats ver,in the absence of a specific written agreement with the Producer relating to and permitting such recording,reproduction or transn ission. Signed: (ARTISTlPRODUCER) 4-11-2016 Canaan Smith-Jeffersonville Rivers tage-Jeffersonville,IN(Buyer:City of Jeffersonville-Jeffersonville,IN) PROD R.B Productions,[tic (45-1034187 Return all signed copies to Agent: Elisa Vazzana Si mer Agreement No.636349 AS : PURC City of Jef ersonville-Jefferso vi e, N y (PURCHASER) Mall To:Sara Simpson;City of Jeffersonville;500 Quatemraster Ct„Suite 212;Jeffersonville,IN 47130 Business phone:502.376.9104;Business fax:812.285.6481 THE ABOVE SIGNATURES CONFIRM THAT THE PARTIES HAVE READ AND APPROVE EACH AND ALL OF THE "ADDITIONAL TEPAIS AND CONDITIONS"ATTACHED HERETO. Additional Terms and Conditions The following additional terms and conditions are incorporated in and are part of the Agreement attached hercto. I,PURCHASER agrees that it shall be solely responsible to provide a safe environment for the performances set forth in the Agreement(the "Performances")including but not limited to with respect to the staging,stage covering,grounding,supervision and direction of the Engagement,and security,so that the Performances and all persons and equipment are free front adverse weather and other conditions,situation and events("Adverse Conditions").PRODUCER and Artist shall not have any liability for any damage or injury caused by such Adverse Conditions.PURCHASER further agrees to furnish at its sole cost and expense all that is necessary for the proper presentation of the Performances,and if required by PRODUCER,any and all rehearsals therefor,including,but not limited to: a. Equipment,materials,labor,licenses,permits,including,but not limited to,a suitable theater,hall or auditorium(well-heated,lighted, clean,and in good order),stage curtains,property tuned grand piano(s)and any other instruments specified by PRODUCER,a public address system in perfect working condition(including microphones)in number and quality as required by PRODUCER),and comfortable,well-lighted dressing rooms; b. All stagehands,stage carpenters,electricians,electrical operators,and any other labor as necessary and/or required by any national or local union(s)to take in,hang,work,and take out all materials required for the Performance(s),including,but not limited to,scenery,properties and bwage; c. Any musicians and musical contractors,as may be required by any national or local union(s)in connection with the Performance(s),and any rehearsals therefore;provided,however,that PRODUCER shall have the right to name such musical contractor and to approve such musicians; d. All lights,tickets,house programs,licenses,including,but not limited to,any performing rights licenses, special police and security, ushers,ticket sellers for advance or single sales(wherever such sales take place),and ticket takers; e. Appropriate and sufficient advertising and publicity as customarily provided on a first-class basis,including,but not limited to,bill- posting,,nailing,and distribution of circulars,advertising in the principal newspapers,and other media. PURCHASER shall pay all necessary expenses in connection with such required advertising and publicity. 2. PURCHASER will comply promptly and professionally with PRODUCER'S directions regarding the arrangement of stage decor and settings for the Performance(s). 3. PRODUCER will have sole and exclusive control over the production,presentation,and performance of the Performance(s),including but not limited to,the details,means,and methods of the performances of the performing artist hereunder. PRODUCER shall have the sole right as PRODUCER sees fit to designate and change,at any time,the performing personnel, 4. The PerfOrntanCe(S)to be famished by PRODUCER shall receive billing in such order,form,size,and prominence as directed by PRODUCER, 5. PURCHASER will comply with all regulations and requirements of any national or local union(s)that may have jurisdiction over any of the materials,facilities,services,and personnel to be furnished by PURCHASER or PRODUCER,or otherwise used in the Performance(s); 6. PURCHASER will not have the right to broadcast or televise,photograph,or otherwise reproduce the Performance(s),or any part thereof. 7. Except for local press in commercially reasonable numbers,any free admissions will be subject to PRODUCER'S prior written approval. 8. In the event that payment to PRODUCER will be based in whole or in part on the receipts of the Performance(s): a. Ticket prices mast be submitted to and approved by PRODUCER in writing before tickets are ordered or placed on sale; b, PURCHASER will deliver to PRODUCER a certified statement of the gross box office receipts of each such performance within two (2)hours following such performance;and c. PRODUCER will have the right to have its representative present in the box office at all times. Such representative will have the right 032013 2 Canaan Smith-Jeffersonville Riverstage-Jeffersonville,IN(Buyer:City of Jeffersonville-Jeffersonville,l\) to examine and make extracts from box office records of PURCHASER relating to gross box office receipts of the Performance(s). PRODUCER will have the right,at its own expense,to audit PURCHASER's box ofPce records relating to gross box office receipts of the Perfomtance(s)upon reasonable notice on or before the date two(2)years after the Performance(s). Such audit will be conducted during normal business hours,and at PURCHASER's normal place of business where PURCHASER maintains such receipts. 4. PRODUCER will have the sole and exclusive right,but not the obligation to sell souvenir programs and other souvenir items,including audio recordings in any and all formats and media,in connection with,and at,the Performance(s). The receipts thereof will belong exclusively to PRODUCER. PURCHASER will make reasonable accommodations to facilitate PRODUCER's sales activities. 10. PURCHASER agrees that PRODUCER may cancel the Performance(s)hereunder,in PRODUCER's sole discretion,by providing at least thirty (30)days notice to PURCHASER prior to the Performance(s)date. In such event,PRODUCER will return any amounts previously paid by PURCHASER pursuant to this Agreement,and shall have no further obligations. 11. If,before the date of any scheduled perfonnance,it is found that PURCHASER has not performed fully its obligations under any other agreement with any party for another engagement,or that the financial credit of PURCHASER has changed,been misrepresented or been impaired, PRODUCER may,cancel the Agreement without payment or penalty of any sort. 12. In the event that PURCHASER fails or refuses fully to perform any of its obligations hereunder,including but not limited to timely making any of the payments required by this Agreement: a. PRODUCER,in its sole and exclusive discretion,may Immediately terminate this Agreement; b. PRODUCER will have the right to retain any amounts theretofore paid by PURCHASER; c, PURCHASER will immediately reimburse PRODUCER for any out-of-pockets costs incurred by PRODUCER and/or Artist as a result of PURCHASER's breach; d. PURCHASER will remain liable to PRODUCER for the guarantee and any additional compensation due PRODUCER,as set forth in the Agreement;and equity. e. PRODUCER and/or Artist will be entitled to assert all claims and to exercise all rights and remedies available,whether at law or in 13. In the event of an alleged material breach of this Agreement by PRODUCER and/or Artist,PURCHASER agrees that the maximum damages which PURCHASER may seek to recover will be limited to necessary out-of-pocket expenses directly incurred by PURCHASER relating to the Performance,including out-of-pocket costs,taking into account any amounts that PURCHASER recovered or could have recovered using its best efforts to mitigate its damages. Notwithstanding the foregoing,PURCHASER will not be entitled to recover any alleged lost profits or similar damages. 14, CurrengyUnless otherwise provided herein,CAA will hold all deposits in United States Dollar accounts. Purchaser shall bear any currency conversion risks associated with delivering funds in other than United States Dollars or requesting deposit refunds(when such refunds are applicable) in other than United States Dollars. 15. Force Majeure. a. A"Force Majeure Event"is defined as one or more of the following causes which renders performance impossible,impracticable,or unsafe:death,illness of,or injury to Artist or a member of Artist's immediate family,any of Artist's musicians,or any of PRODUCER's key personnel;theft,loss,destruction,or breakdown of instruments or equipment owned or leased by PRODUCER or Artist;fire;threat(s)or act(s)of terrorism;riot(s)or other form(s)of civil disorder in,around,or near the Performances)venue;strike,lockout,or other forms of labor difficulties; any act,order,rule,or regulation of any court,government agency,or public authority;act of God;absence of power or other essential services; failure of technical facilities;failure or delay of transportation not within PRODUCER's or Artist's reasonable control;inclement weather;and/or any similar or dissimilar cause beyond PRODUCER's or PURCHASER's reasonable control. b. If Force Majeure Event occurs,the parties'respective obligations hereunder will be excused fully,without any additional obligation, subject to the provisions of Section 15(e)below,"each of the parties shall bear its own costs Incurred In connection with this Agreement. c. Notwithstanding the foregoing,if Artist is ready and willing to perform,PURCHASER will pay PRODUCER the full amount ofthe guarantee set forth in this Agreement. 15.1 In the event that this Agreement concerns a support artist performance,and the headline artist of such engagement does not perform for any reason(except a Force Majeure Event cancellation for which Section 15 above will apply),if Artist is ready and willing to perform the services set forth herein,PRODUCER will be entitled to receive the full,agreed upon compensation set forth in this Agreement. 16. Insurance a. PURCHASER agrees to provide public and general liability insurance coverage,including without limitation,public and general 03-2013 3 Canaan Smith-Jeffersonville Riverstage-Jeffersonville,IN(Buyer:City,of Jeffersonville-Jeffersonville,liN) liability automobile,liability,and comprehensive coverage,in an amount not less than$5,000,000 per occurrence to protect against any claim for personal injury or property damage otherwise brought by or on behalf of any third party,person,firm,or corporation as a result of or in connection with the Performance(s).The policy shall name PRODUCER,Artist,each individual member of Artist,and their respective agents,employees, directors,officers,principals,representatives,and shareholders as additional Insureds. b. In addition,PURCHASER shall maintain in effect(a)workers'compensation insurance(or the equivalent thereof if workers' compensation insurance is not available)covering all of its employees,subcontractors,and other personnel under the control,direction,or authority of PURCHASER,whether directly or indirectly,who are involved in the installation,operation,and/or maintenance of equipment provided by PURCHASER,and(b)hired and non-owned automobile insurance. PURCHASER shall supply PRODUCER with certificates of insurance showing coverage of the above at least ten(10)business days prior to the Perfomtance date;provided,however,that if PURCHASER does not provide such certificate by the foregoing date,PRODUCER may,in its sole discretion,terminate this Agreement. If PURCHASER has not provided certificates of insurance as set forth herein,PRODUCER may elect to perform the show;provided,however,that PURCHASER will be responsible nonetheless for the insurance coverage specified herein, C. The insurance policies described herein will contain provisions requiring the insurance company to give PRODUCER at least ten(10) days prior written notice of any revision,modification,or cancellation. Any proposed change in certificates of insurance will be submitted to PRODUCER for written approval prior to any such change taking effect. 17. indemnification a. PURCHASER shall indemnify,protect,and hold PRODUCER,Artist,the individual performing members of Artist,Artist's managers, accountants,attorneys,agents,and their respective contractors,employees,licensees,and designees(collectively,the"Indemnified Parties") harmless,from and against any claim,demand,action,loss,cost,damage,or expense whatsoever(Including,without limitation,reasonable attorneys' fees)arising out of or in connection with(I)PURCHASER's breach or alleged breach of the Agreement;and(ii)the Performance,including,but not limited to: I. Any claim,demand,or action made by any third party,as a direct or indirect consequence of the Performance; 2. Any and all loss,damage,and/or destruction occurring to PRODUCER'S,Artist's,and/or their respective employees', contractors',or agents'instruments and equipment at the place of the Performance,including,but not limited to,damage,loss,or destruction caused by forces beyond the parties'control; 3. A breach or alleged breach ofany warranty,representation,or agreement made by PURCHASER hereunder in connection with the Performance,including,without limitation,any failure by PURCHASER to perform any agreement entered into between PURCHASER and any third party;and 4. Damage or injury to any patrons,or the venue,or any fixture or personal property therein,caused by fans or any others not engaged by PRODUCER. For the avoidance of doubt,no claim,deduction,or offset will be made by PURCHASER in respect of same,unless proof of such damage and the cause thereof is provided to PRODUCER,and PRODUCER expressly agrees to such claim,deduction,or offset in writing. b. If an insurable risk occurs,resort to the procedures set forth in the insurance policies required hereunder,and any resulting remedies, will be the sole remedy of PURCHASER. 18. PURCHASER shall pay all taxes and fees incurred due to Performance(s),including all amusement taxes. 19. UNDER NO CIRCUMSTANCES WILL PRODUCER AND/OR ARTIST BE LIABLE TO PURCHASER OR ANY THIRD PARTY IN CONTRACT,TORT,OR OTHERWISE,FOR ANY INDIRECT,INCIDENTAL,SPECIAL,CONSEQUENTIAL,PUNITIVE,EXEMPLARY,OR SIMILAR DAMAGES THAT RESULT FROM THE PARTIES'PERFORMANCE OR NON-PERFORMANCE HEREUNDER,INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR LOST PROFITS,EVEN IF PRODUCER AND/OR ARTIST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 20. Each party represents and warrants that it has the fight and authority to enter into this Agreement,and that by entering into this Agreement,it will not violate,conflict with,or cause a material default under any other contract,agreement,indenture,decree,judgment,undertaking,conveyance, lien,or encumbrance to which it is a party or by which it may become subject. Each party shall,at its own expense,make,obtain,and maintain in force at all times during the term of this Agreement,all applicable filings,registrations,reports,licenses,permits,and authorizations necessary to perform its obligations under this Agreement, Each party shall,at its own expense,comply with all laws,regulations,and other legal requirements that apply to it and this Agreement. THE WARRANTIES SET FORTH IN THIS SECTION ARE THE ONLY WARRANTIES MADE BY PRODUCER. PRODUCER MAKES NO OTHER WARRANTIES OF ANY KIND,EXPRESS OR IMPLIED,IN CONNECTION WITH THE PERFORMANCE. PRODUCER HEREBY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE, EXCEPT AS SET FORTH HEREIN,NO ORAL OR WRITTEN INFORMATION GIVEN BY PRODUCER AND/OR ARTIST,OR THEIR RESPECTIVE EMPLOYEES,AFFILIATES,OR AGENTS WILL CREATE A WARRANTY OR REPRESENTATION AND PURCHASER EXPRESSLY ACKNOWLEDGES THAT IT HAS NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY ALLEGED REPRESENTATION OR WARRANTY OF PRODUCER OR ANY OF ITS EMPLOYEES,AFFILIATES,AGENTS OR REPRESENTATIVES, 03-2013 4 Canaan Smith-Jeffersonville Riverstage-Jeffersonville,IN(Buyer:City of Jeffersonville-Jeffersonville,JN) 21. This Agreement constitutes the sole,complete,and binding agreement between the parties hereto regarding the subject matter hereof,and supersedes all prior communications between the parties. No amendment or modification of this Agreement shall be valid or binding upon the parties unless made in writing and executed by an authorized representative of each party. 22. The Parties each acknowledge that CREATIVE ARTISTS AGENCY,LLC acts only as agent for PRODUCER,and assumes no liability hereunder. 23. Except for the Parties'acknowledgment in Section 22 above,that Creative Artists Agency,LLC assumes no liability hereunder,in the event of any inconsistency between these Additional Terms and Conditions and Artist's Rider(attached hereto and incorporated by reference herein),the terms of Artist's Rider will control. 24. This Agreement shall be construed in accordance with the laws of the State of California without regard to its application of choice of laws. Any claim or dispute arising out of or relating to this Agreement or the breach thereof shall be settled by arbitration in Los Angeles,California in accordance with the commercial rules and regulations then in effect of the American Arbitration Association. The parties hereto agree to be bound by the award of such arbitration and judgment upon the award may be entered in any cant having jurisdiction thereof. Nothing in the Agreement shall require the commission of any act contrary to law or to any rule or regulation of any union,or similar body having jurisdiction over the Performances or any element thereof. Wherever or whenever there is any conflict between any provision of this Agreement and any such law,rule or regulation,such law,rile or regulation shall prevail and this Agreement shall be curtailed,modified,or limited only to the extent necessary to eliminate such conflict. 25. In the event that the performing artist(s)are members of the American Federation Of Musicians("AFM"),PURCHASER agrees that a representative of AFM will have access to the place of engagement covered by this agreement for purposes of communicating with the performing artist(s)and PURCHASER;provided,however,that PURCHASER acknowledges that AFM is not a party to this agreement and is not liable For the performance or breach of any provision hereof. 03-2013 5