CM-2018-1691 - 4/20/2018CITY OF ROUND ROCK
ARTIST'S AGREEMENT WITH
DEF ENTERTAINMENT
This Agreement is by and between the City of Round Rock (hereinafter referred to as
"City"), whose address is 221 East Main Street, Round Rock, Texas 78664, and DEF
Entertainment (hereinafter referred to "Artist'), whose address is 259 West 131'` Street, New
York, New York 10027.
RECITALS:
WHEREAS, City has determined that it has a need to contract for the performance
services of Artist; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their
respective rights, duties and obligations hereunder;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is
mutually agreed by and between the parties as follows:
I . Show Details
A. Artist agrees to perform at the City's Round Rock .luneteenth Festival on
June 15, 2018, at 3300 East Palm Valley Boulevard, Round Rock, Texas,
pursuant to the terms set forth herein.
B. The time of the Show shall be determined by the City and communicated
to Artist as soon as the time is determined.
C. Artist shall have the sole and exclusive control over the production,
presentation, and performance of the Show.
2. Compensation
A. In consideration for the services to be performed Artist, City agrees to pay
Artist a total sum not to exceed Seven Thousand Five Hundred and
No/100 Dollars ($7,500.00), in full payment for the services delineated
herein.
B. Payment shall be made by City to Artist in U.S. funds by City of Round
Rock check as follows: Seven Thousand Five Hundred and No/I00
Dollars ($7,500.00) shall be paid to Artist immediately prior to the
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performance on June 15, 2018.
C. In addition to the monetary compensation set forth above, City shall
provide Artist with items set forth in Exhibit "A," which document is
attached hereto and incorporated herein by reference for all purposes.
Cancellation_ of A reement
A. This Agreement may be cancelled with all obligations extinguished
including the duty of City to pay compensation, as follows:
1. By Artist for reasons of his own, with or without cause, and not
subject to the mutual consent of any other party, such written
cancellation notice to be given to the other party not less than
thirty (30) days prior to the performance date of the engagement
hereunder.
2. By City for reasons of its own, with or without cause, and not
subject to the mutual consent of any other party, such written
cancellation notice to be given to the other party not less than thirty
(30) days prior to the performance date of the engagement
hereunder.
3. By mutual agreement and consent of the parties, such consent to be
in writing.
B. Proper cancellation by any party shall extinguish all rights, duties, and
obligations of City and the other party to fulfill contractual obligations.
4. Independent Contractor Status
Artist is an independent contractor, and is not City's employee. This Agreement does not
create a partnership relationship, employer/employee relationship, joint venture relationship,
principal/agent relationship, or any other relationship of similar kind, and no party shall represent
itself to third parties as having such relationship.
5. Reproduction of performance
City shall not record or permit others to record, broadcast, televise, photograph or
otherwise reproduce the visual and/or audio performance.
b. Right to Likeness
Artist's name or likeness may not be used as an endorsement of any product or service
nor in connection with any commercial tie-up without Artist's prior written consent from Artist's
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management.
7. Assignment and Delegation
No party may assign any rights or delegate any duties under this Agreement without the
other party's express prior written approval.
8. Payment of Taxes
A. Artist shall pay all income taxes, and PICA (Social Security and
Medicare taxes) incurred while performing services under this
Agreement. City will not:
1. Withhold PICA from Artist's payment or make payments on its
behalf;
2. Make state and/or federal unemployment compensation
contributions on Artist's behalf; or
3. Withhold state or federal income tax from Artist's payment.
B. If requested, City shall provide Artist with a certificate from the Texas
State Comptroller indicating that City is a non-profit corporation and not
subject to State of Texas Sales and Use Tax.
9. Notices
A. All notices and other communications in connection with this Agreement
shall be in writing and shall be considered given as follows:
I. When delivered personally to the recipient's address as stated in
this Agreement; or
2. Three (3) days after being deposited in the U.S. mail, postage
prepaid, to the recipient's address as stated herein.
Notice to City:
Laurie Hadley, City Manager
City of Round Rock
221. East Main Street
Round Rock, TX 78664
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AND TO
Stephan L. Sheets
City Attorney
309 East Main Street
Round Rock, Texas 78664
Notice to Artist
DEF Entertainment
259 West 131` Street
New York, New York 10027
B. Nothing contained in this section shall be construed to restrict the
transmission of routine communications between representatives of City
and Artist.
10. Applicable Law
The laws of the State of Texas shall govern this Agreement.
11. Exclusive Aareement
The terms and conditions of this Agreement, including all exhibits, constitute the entire
agreement of the parties and supersede all previous communications, representations and
agreements, either written or oral, with respect to the subject matter hereof. No modifications of
this Agreement will be binding on the parties unless acknowledged in writing by the duly
authorized governing body or representative for each party.
12. Audio or Visual Reproduction
No part, portion, or segment of Producer/Artist's performance shall be reproduced by
City using either audio or visual means without prior written consent of Producer/Artist.
13. Right to Sell Merchandise items
A. Artist shall have the right to sell various legal merchandise items at a
suitable place or places within the
indicated by representatives of City.
the sale of such items.
venue or place of engagement, as
City shall receive no commission on
B. City shall not knowingly allow unauthorized merchandisers to conduct
business within the venue or place of engagement.
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14. Jurisdiction and Venue
This Agreement shall be governed by the laws of the State of Texas, and exclusive
jurisdiction and venue shall lie in Williamson County, Texas. The parties expressly understand
and agree that there shall be no requirements or provisions for mediation or arbitration prior to
seeking redress in the courts of Williamson County, Texas.
15. Liabilitv
City assumes responsibility for payment of costs, expenses, charges, claims, losses,
liabilities, and damages related to the subject matter of this Agreement only if and when such
specific liability is imposed upon City by a finding of negligence in the appropriate court of law.
16. Insurance
City warrants that it has complete and adequate general liability insurance relative to
potential third -party claims arising from performance of the subject matter hereof.
It is expressly understood and agreed by and between the parties hereto that City will not
provide insurance coverage, including but not limited to health, accident or worker's
compensation coverage, for the Artist, its agents, employees, volunteers, members of the
performing group, or anyone similarly situated, and that City will not provide insurance coverage
for any musical instruments, equipment or vehicles.
17. Indemnification
Artist and City each agree to indemnify, defend and hold harmless the other from and
against amounts payable under any judgment, verdict, court order or settlement for death or
bodily injury or the damage to or loss or destruction of any real or tangible property to the extent
arising out of the other party's negligence in the performance of this Agreement.
18. Sickness or Accident
In the event of sickness or if accident to Artist beyond the control of Artist, it is
understood and agreed that there shall be no claim for damages by City and Artist's obligations
as to such performance shall be waived by City, so long as Artist gives immediate notice of
sickness or accident to City.
19. Force Maieure
For purposes of this Agreement, `farce majeure" means an act of terror committed within
the United States of America that materially impairs business operations; a prolonged and
unforeseen strike, riot, or occurrence of civil disobedience that materially impairs business
operations; a prolonged and unforeseen shortage of fuel, labor, or material; delay related to or
caused by a severe weather event, such as a tornado, a hurricane, or flooding; interruption of
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utilities; fire or other casualty; or any other act of God beyond City's or Artist's reasonable
control, which could not be avoided by the exercise of due care.
20. Inclement Weather
Notwithstanding anything contained herein to the contrary, inclement weather shall not
be deemed to be a force majcurc occurrence. City shall determine in good faith whether any
such inclement weather conditions shall render the performance impossible, hazardous or unsafe.
IN WITN' ' HEREOF, the parties have executed this Agreement in duplicate
originals on this tl day of the month of April, 2018.
CITY OF ROUND ROCK, TEXAS
By:
Badley; r p Owj"b
ATTEST:
By:
6w,—
Sara L. White, City Clerk
FOR CIT rAS' O FORM:
sy:
Stephan A Sheets, City Attorney
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ARTIST
y-
grntertainment
DEF
EXHIBIT "A"
ARTIST'S RIDER
City shall provide at City's expense:
• Sound system
• Lights
• Backline Ilospitality
• Transportation to and from airport, hotel, and venue
• Microphones in working condition in the number required by Artist
• Comfortable, lighted, and secure dressing rooms
• All licenses and/or permits related to the Event
• Reasonable time for soundcheck and rehearsal the day of the Event
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City of Round Rock
ROUND ROCK
{ Agenda Item Summary
Agenda Number:
Title: Consider executing an Artistit's Agreement with DEF Entertainment for
performance at the 2018 Juneteenth Festival.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 4/20/2018
Dept Director: Rick Atkins, Director
Cost: $6,500.00
Indexes: General Fund
Attachments: LAF Artist Agreement w- DEF Entertainment (00399296xA08F8).pdf,
Back-up Artist Agreement w- DEF Entertainment. pd f
Department: Parks and Recreation Department
Text of Legislative File CM -2018-1691
Consider executing an Artistit's Agreement with DEF Entertainment for performance at the
2018 Juneteenth Festival.
For 10 years, the Parks and Recreation Department has partnered with "The Voice", Inc.
to present the FREE Round Rock Juneteenth Rhythm and Ribs Festival at Old Settlers
Park. This event features live music (Doug E. Fresh), health fair, moonwalks, clowns,
games, food, retail vendors and more. Parks and Recreation helps pay a portion of the
artist fee to provide quality entertainment for the event. More than 12,000 residents attend
this two day event.
"The Voice", Inc. is a 501 (c) (3) non-profit organization established in 2008 to "Impact,
Empower and Enrich" the community one person at a time.
The History of Juneteenth:
Juneteenth is the oldest known celebration commemorating the emancipation of slavery in
the state of Texas. Historically, the celebration falls on June 19th and commemorates the
day in 1865 that Texans were told by Union troops that the Civil War had ended and that all
slaves were now freed. Though the Emancipation Proclamation became official on
January 1, 1863, there was little impact on the lives of Texans until 1865.
City of Round Rock Page 1 Pdnted on I/20R018
Agenda Item Summary Continued CM -2018-1091
Today, Juneteenth celebrates African American freedom while encouraging
self -development and respect for all cultures.
Cost: 7,500.00
Source of Funds: General Fund
City o! Round Rock Page 2 Printed on 4/10/2018