HomeMy Public PortalAbout085-2017 - Parks - Midnight Run - Entertainment - Elstro Plaza - July 1, 2017ENTERTAINMENT AGREEMENT
THIS AGREEMENT is made and entered into this , ( day of 2017
by and between Richmond, Indiana, a municipal corporation through its Board of Parks and
Recreation with its office at 50 North 51h Street, Richmond, Indiana, (hereinafter referred to as
"City"), and Midnight Run (hereinafter referred to as "Contractor").
WHEREAS, City is the owner of certain property known as Jack Elstro Plaza ("Plaza")
located at 47 North 61h Street, Richmond, Indiana; and
WHEREAS, City desires to sponsor a Summer Concert Series at the Plaza; and
WHEREAS, Contractor provides musical entertainment professionally, and desires to
arrange an appearance at the Plaza for the purpose of providing
entertainment.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained, including the above stated recitals, City and Contractor hereby agree as follows:
1. Contractor shall be retained by City to appear at the Plaza on July 1, 2017, and
provide musical entertainment beginning at 9:00 a.m. and ending at 12:00 p.m.
Contractor shall be present at the Plaza and have necessary equipment in a
performance ready state at least one-half (1/2) hour prior to the above -stated time
so that appropriate sound checks may be conducted in accordance with an
appointed City representative.
2. City agrees to pay Contractor a total sum of $500.00 in full payment for services
rendered under this Agreement.
3. Should any of the provisions, terms, or conditions contained in any of the
documents attached hereto as exhibits, or in any of the documents incorporated by
reference herein, conflict with any of the provisions, terms, or conditions of this
Agreement, this Agreement shall be controlling.
4. Contractor agrees to indemnify City for any claim, injury, or other damage caused
by any negligent or intentional act performed by contractor or its employees,
agents, representatives, and crew.
5. Contractor hereby agrees to release and hold harmless, City, its agents, employees
and independent contractors from any claim, cost, damage or liability arising out of
Contractor's performance at the Plaza, including, but not limited to any claim
resulting from an intentional act of any spectator, hotel guest or trespasser. It is
Contract No. 85-2017
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expressly agreed that City has no duty to provide any security or safekeeping for
Contractor's equipment or instruments and that in no way shall City be liable for
any act of theft or vandalism.
b. Contractor agrees that the facilities provided by the City for Contractor's
performance are being received in an "as-is/where-is" condition, with all faults
and that City, other than providing, reasonable space and electricity, does not
guaranty or represent that its -facilities shall be suitable for any particular
performance or use.
7. In no event shall City be liable for any consequential or special damages incurred
by Contractor in connection with its performance or any cancellation of said
performance. In the event that the performance must be cancelled due to
inclement weather, or any act of God, the City, in its sole discretion, may
deternine that the performance must be cancelled and will attempt to arrange a
subsequent performance at a later date, for which this Agreement shall, in all
material respects, control. The City, however, is under no obligation to ensure the
rescheduling of a performance, and if it cannot be rescheduled, the Contractor
understands and agrees that it would not be entitled to any fee referenced herein.
The parties hereto submit to jurisdiction of the courts of Wayne County, Indiana,
and suit arising under this Contract, if any, must be filed in said courts. Both
parties specifically waive any right to alternative venues or courts such party may
have whether such right arises under the laws of the State of Indiana, or any other
State of territory of the United States or the laws of the United States. The parties
specifically agree that no arbitration or mediation shall be required prior to the
commencement of legal proceedings in said Courts. By executing this agreement,
Contractor agrees that it will not raise and is estopped from raising, lack of
personal jurisdiction as a defense to any action brought in Wayne County,
Indiana.
9. This Agreement may be simultaneously executed in several counterparts, each of
which shall be an original and all of which shall constitute but one and the same
instrument.
10. This Agreement is personal to the parties hereto and neither party may assign or
delegate any of its rights or obligations hereunder without the prior written
consent of the other party. It shall be controlled by Indiana law and shall be
binding upon the parties, their successors, and assigns. It constitutes the entire
Agreement between the parties, although it may be altered or amended in whole
or in part at any time by filing with the Agreement a written instrument setting
forth such changes signed by both parties. Any previous discussion, negotiation
or dialogue relating to the subject matter contained herein is expressly superseded
by this agreement. Furthermore, both parties agree that any no discussion,
representation or negotiation, other than that contained herein, has transpired
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relating to the subject matter of this agreement and that neither party is relying
upon any negotiation or discussion that took place prior to this agreement.
I t . In the event of any breach of this Agreement by Contractor, and in addition to any
other damages or remedies, Contractor shall be liable for all costs incurred by
City due to the enforcement of this Agreement, including but not limited to City's
reasonable attorney's fees. Contractor acknowledges that its services are unique
and that City is entitled to specific performance of the agreement or other
equitable remedies, if Contractor commits an act that amounts to an anticipatory
repudiation of this_agreernent.
12. In the event that an ambiguity or question of intent or a need for interpretation of
this Agreement arises, this Agreement shall be construed as if drafted jointly by
the parties, and no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any of the provisions of this
Agreement.
13. Any person executing this Contract in a representative capacity hereby warrants
that he has been duly authorized by his or her principal to execute this Contract.
14. Pursuant to Indiana Code 22-9-1-10, Contractor, any sub -contractor, or any
person acting on behalf of Contractor or any sub -contractor shall not discriminate
against any employee or applicant for employment to be employed in the
performance of this Agreement, with respect to hire, tenure, terns, conditions or
privileges of employment or any matter directly or indirectly related to
employment, because of race, religion, color, sex, disability, national origin, or
ancestry.
15. Pursuant to Indiana Code 22-5-1.7, Contractor is required to enroll in and verify
the work eligibility status of all newly hired employees of the contractor through
the Indiana E-Verify program. Contractor is not required to verify the work
eligibility status of all newly hired employees of the contractor through the
Indiana E-Verify program if the Indiana E-Verify program no longer exists. Prior
to the performance of this Agreement, Contractor shall provide to the City its
signed Affidavit affirming that Contractor does not knowingly employ an
unauthorized alien in accordance with IC 22-5-1.7-11 (a) (2). In the event
Contractor violates IC 22-5-1.7 the Contractor shall be required to remedy the
violation not later than thirty (30) days after the City notifies the Contractor of the
violation. If Contractor fails to remedy the violation within the thirty (30) day
period provided above, the City shall consider the Contractor to be in breach of
this Agreement and this Agreement will be terminated. If the City determines that
terminating this Agreement would be detrimental to the public interest or public
property, the City may allow this Agreement to remain in effect until the City
procures a new contractor. If this Agreement is terminated under this section,
then pursuant to IC 22-5-1.7-13 (c) the Contractor will remain liable to the City
for actual damages.
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16. Pursuant to Indiana Code (IC) 5-22-16.5, Contractor certifies that Contractor is
not engaged in investment activities in Iran. In the event City determines during
the course of this Agreement that this certification is no longer valid, City shall
notify Contractor in writing of said determination and shall give contractor ninety
(90) days within which to respond to the written notice. In the event Contractor
fails to demonstrate to the City that the Contractor has ceased investment
activities in Iran within ninety (90) days after the written__ notice is_ given __to__the
Contractor, the City may proceed with any remedies it may have pursuant to IC 5-
22-16.5. Intheevent the City determines during the course of this Agreement
that this certification is no longer valid and said determination is not refuted by
Contractor in the manner set forth in IC 5-22-16.5, the City reserves the right to
consider the Contractor to be in breach of this Agreement and terminate the
agreement upon the expiration of the ninety (90) day period set forth above.
17. This Agreement shall become effective when signed by all of the parties hereto
and shall continue until such time that Contractor performs the services as set
forth herein. Notwithstanding the term of this Agreement, City may terminate this
Agreement in whole or in part, for cause, at any time by specifying the reasons for
termination which shall include but not be limited to the following:
a. Failure, for any reason of the Contractor to fulfill in a timely manner
its obligations under this Agreement;
b. Ineffective or improper use of funds provided under this Agreement;
c. Unavailability of sufficient funds to make payment on this Agreement.
This Agreement may also be terminated by either the City or the Contractor, in whole or
in part, by mutual Agreement setting forth the reasons for such termination, the effective
date, and in the case of partial termination, the portion to be terminated.
18. Contractor may utilize its own sound equipment; however, such equipment must be
approved by the appropriate City representative(s) prior to such use. Any use of personal
sound equipment will not interfere or cause damages, of any kind, to the sound
equipment owned, controlled or operated by the City. The City undertakes not
responsibility for Contractor's sound equipment and all provisions herein relating the
release of liability and indemnification apply to this section. In the event that the
Contractor utilizes equipment owned, controlled or operated by the City, it shall be
responsible for any and all damages that might result to such equipment due to the
negligent or intentional acts of Contractor.
19. Contractor agrees that any person affiliated with Contractor will conduct themselves in
accordance with generally accepted principles of decorum and behavior when
considering that the performance is being endorsed by the City. Contractor shall refrain
from using foul language, and engaging in any other behavior that can reasonably be
expected to offend any spectator of the performance. The City shall have sole discretion
in cancelling this Agreement, at any moment, should it determine that this provision has
been breached.
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20. The person signing this Agreement on behalf of Contractor represents that he or she has
full and complete authority to execute the same and bind the Contractor; and any persons
affiliated with the Contractor to the provisions herein. The signatory to this Agreement is
either the sole Contractor, a member, principal, or shareholder of the Contractor, or has
been provided adequate agency authority to act on behalf of the Contractor.
IN WITNESS WHEREOF, the parties execute this Agreement effective 11 the day and year first
above written, although signatures may be affixed at different times.
"CITY"
THE CITY OF RICHMOND, INDIANA by
and through its Board of Parks and
Recreation
By:
APPROVED: t
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Date: `VU `
"CONTRACTOR"
MIDNIGHT RUN
By:4-��x
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Date: z l r YU
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