CM-2019-0158 - 5/24/2019CITY OF ROUND ROCK
ARTIST'S AGREEMENT WITH
MN2S CORP.
F/S/O WHODINI
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 MN2S Corp.
F/S/O "Whodini" (hereinafter referred to "Artist"), whose address is 78 SW 71' Street, Miami,
Florida 33139.
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:
. Show Detai is
A. Artist agrees to perform at the City's Round Rock luneteenth Festival on
.tune 14, 2019, at 3300 East Palm Valley Boulevard, Round Rock, Texas,
pursuant to the terms set forth herein and in the Artist's Rider, plus
Exhibit "A," which lists set time, stage time, hotel/travel requirements etc.,
incorporated herein and attached hereto for all purposes.
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.
Compensation
A. In consideration for the services to be performed Artist, City agrees to pay
Artist a total sum not to exceed Fifteen Thousand and No/100 Dollars
($15,000.00), 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 100
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Dollars ($7,500.00) shall be paid to Artist upon execution of this
Agreement. The remaining balance of Seven Thousand Five Hundred
and No/100 Dollars ($7,500.00) shall be paid one month prior to the
performance on June I4, 2019.
3. Cancellation of Agreement
A. This Agreement may be cancelled with all obligations extinguished
including the duty of City to pay compensation, as follows:
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.
Reproduction of Performance
City shall not record or permit others to record, broadcast, televise, photograph or
otherwise reproduce the visual and/or audio performance.
6. 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
management.
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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 FICA (Social Security and
Medicare taxes) incurred while performing services under this
Agreement. City will not:
I . Withhold FICA 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
3
AND'ro
Stephan L. Sheets
City Attorney
309 East Main Street
Round Rock, Texas 78664
Notice to Artist
MN2S Corp.
78 SW 7`s Street
Miami, Florida 33139
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.
H. . Exclusive Agreement
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 Prod ucer,Arti st.
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 venue or place of engagement, as
indicated by representatives of City. City shall receive no commission on
the sale of such items.
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. Liabilit
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, '!force majeaere" 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
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 majeure occurrence, City shall determine in good faith whether any
such inclement weather conditions shall render the performance impossible, hazardous or unsafe.
IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate
originals on this the day of the month of May, 2019.
CITY OF ROUND ROCK, TEXAS
By:
e Hadley,
City Manager
ATTEST:
By:
Sara L. hire, City CIe
FOR CITPPROVED AS TO FORM:
ey: ►., L
Stephan , Sheets, City Attorney
MN2S CORP.
By-
ATTEST:
y
Round Rock Parks and Recreakm and 'the voce' lfeads of Terms
2 7 Exhibit "A"
SCHEDULE 1
Thursday, April 18 2019
Round Rock Parks and Recreation and'The Voice', 301 W Bagdad Ave 8250, Round Rock, TX 78664, United States
Dear Sir/ Madam,
RF—t WHODINI 0 3uneteenth Rhythm and Ribs Festival - Old Settlers Park - Round Rock - US
Reference is made to the fully -executed agreement between MN2S Corp. ("MN2S) and Round Rock Parks and Recreation and "The
Voice" "Customer" dated 18/04/2019 (the "Master Booking Agreement"). We are writing to confirm the agreement reached regarding
the Artist's live performance on the Performance Date(s) at the Venue.
The below heads of terms set out the key terms MN2S has agreed with the Artist. In consideration, CUSTOMER shag arrange the Fee
which will be paid according to the Payment Terms, and shall provide all other deliverables and perform all other obligations as
required and set out below and such other obligations as set forth in the Master Hooking Agreement.
tJEAOS OF TERMS
PARTIES
1) MN25 Corp, of 78 SW 7th Street, Miami, Florida 33130;
2) Round Rock Parks and Recreation and "The Voice" of 301 W Bagdad Ave +x250, Round Rock, TX 78664, United States
ARTIST
Artist Whadini
Artist Services Performance (Timings TBC)
F(+19AGEMEfVT
Artist Billing Whodini (Heacillne Billing)
Event Name luneteenth Rhythm and Ribs Festival - Old Settlers Park - Round Rock - US
PerfaManee Date(s)/ Time(s) Friday, lune 14 2014
Performance Duration TBC
Venue Old Settlers Park, 3300 E Palm valley Blvd, Round Rock, TX 78665, United States
Venue Access 2pm
Venue Capacity 30,000
PAYMEtlI TERMS
Fee $15,000.00 net of tax
The Fee Is not subject to withholding tax or any such charges applied by local authorities.
Payment Terms Deposit Fee (50%) due upon receipt of contract and Invoke, Balance Fee due one month
before the show
RIDER
Hospitallty Rider & Catering Please see the attached riders which form an integral part of this contract
Technical Rider Please see the attached riders which form an integral part of this contract Backhoe Is to be
provided In full by the Customer.
Other Artist Requirements N/A
Accommodation 5x double hotel rooms for the number of nights necessary to facilitate the artists
performance (minimum 5•) + Free WIFI + all meals + early check In and late check out.
TravellHotel arrangements must be approved by MN2S in writing prior to their booking
(email being deemed sufficient).
Exhibit "A"
Travel lx eco return night from NY + 1x eco return flight from Baltimore (Back to ATL) + !x eco
return flight from Charlotte (Back to Atlanta) + 2x eco return flight from ATL (p ease note
the ATL Rights must be through delta direct nonstop) OR flight share with second possible
show + excess baggage costa + Local Ground Transport.
Travel/Hotel arrangements must be approved by MNZS in writing prior to their booking
(email being deemed sufficient).
Additional Schedule Infarmation Proposed Stage Time: 10PM
Cancellation N/A
Addendums N/A
Set out below are key contacts In respect of the Engagement for the benefit of MN25 and CUSTOMER:
MN29 Contact Jonathan Sookdew Sing (Soaking Coordinator)
)onathanOmn2s.com with copy to Sharron@mn2s.com
78 SW 7th St, Miami, Florida. United States, 33139
Notices from CUMMER under the Master Booking Agreement to MN25 should be
addressed to the above named individuals and shall be sent via electronic email and via
overnight main with delivery confirmation or via certified main, return receipt requested.
CUSTOMER Contact Round Rack Parks and Recreation and "The Voice"
301 W Bagdad Ave #250, Round Rock, TX 78664, United States
Rick Atkins
ricka0roundrocktexas.gov
Notices from MN2S under the Master Booking Agreement to CUSTOMER should be
addressed to the above named individual and shall be sent via electronic ema I and via
overnight main with delivery confirmation at via Certified main, return receipt requested.
2
Round Rock Parks and Recreation and "The Varce" Heads of Terms
2907
City of Round Rock
'YRDUNO ROCK
I Agenda Item Summary
Agenda Number:
Title: Consider executing an Artists Agreement with MN22 Corp. (ftslo Whodini)
for performance at the 2019 Juneteenth Festival.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 5/24/2019
Dept Director: Rick Atkins, Director
Cost: $15,000.00
Indexes: General Fund
Attachments: Whodini FINAL CONTRACT 2019, 190517 Sales Order Whodini 7691,
190518 Sales Order Whodini 7692 (1), LAF Artist Agreement w- Whodini
(00424182xA08F8)
Department: Parks and Recreation Department
Text of legislative File CM -2019-0158
For 11 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 (Whodini), health fair, moonwalks, 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 15,000 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.
Today, Juneteenth celebrates African American freedom while encouraging self -development
and respect for all cultures.
Cost: $15,000.00
Source of Funds: General Fund
City of Round Rock Page ? Printed on 5/24/2019