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CM-2019-0181 - 6/14/2019Round Rock Parks and Rccreatron and "The voice' - Master Booking Affrerivent 19056 WI i34if%I11rWk IrlUri:TdWTGTi>) PARTIES 1) MN7S Carp, 78 SW 7111 Street, Miami, Florida 33130 ('MN7SI; 2) Round Rock Parks and Recreation and "The Voice' of 301 W Bagdad Ave 0250, Round Rock, TX 78654, United States ('CUSTOMER'}. OVERVIEW a) Whereas, MN2S Is a booking agent which sources Artists for engagements and commerdal opportunities presented by third parties; b) whereas, CUSTOMER wishes to engage MN25 to provide Artists to perform or be present at Engagements, or be involved with commercial opportunities; c) Whereas, this Agreement sets out the terms upon which the parties hereto have agreed to enter into the contractual relationship. In consideration of the mutual promises and payments to MN 25 as set out herein, the parties agree as follows: 1. Definitions and interpretation 1.1 Save as otherwise provided, the following terms In this Agreement shall have these given meanings: Addendums shall have the meaning and be the addendums as specified in a completed Heads of Terms Document In Engagement respect of the Engagement concerned; Artist means a person, persons or groups of persons that MN2S may source to fulfil CUSTOMER'S specified requirements from time to time, which Artist shall be specified in a completed HeadS of Terms Document in respect of any Engagement; Artist Billing means the permitted billing of an Artist which shall be specified in a completed Heads of Terms Document in Hands of Terms Document respect of any Engagement; Business Day means a day other than a Saturday, Sunday or public or bank holiday when banks are open for non -automated Intellectual property Rights commercial business In the City of London, Commencement nate Friday, May 31 2019 Engagement means any date on which MN2S, on behalf of Customer has formed an agreement with an Artist to perform the Artist Services at a Venue or be present at any engagement for the purposes of this Agreement, and for which a Heads of Terms Document has been completed and signed by the Parties in accordance with this Agreement and for which Customer has made all applicable payments, or any other commercial opportunity for whlch separate agreement has been reached by the Parties; Hands of Terms Document means the form which is found at Schedule 1 to this Agreement, or where completed and signed by the Parties in accordance w',th this Agreement is found at Schedule 2 to this Agreement; Intellectual property Rights means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, database rights, chip topography rights, mask works, utility models, domain names and all similar rights and, In each case: (a) whether registered or not; (b) including any applications to protect or register such rights; (c) including all renewals and extensions of such rights or applications; (d) whether vested, contingent or future; and (e) wherever existing. Services means the provision by MN2S of Artists In relation to Engagements in the Territory during the Term, or for any other commercial opportunities; Territory worldwide. 1.2 The following terms where they appear In this Agreementr shall have the meaning as specified in a completed Heads of Terms Document in respect of the Engagement concerned: Accommodation; Additional Schedule Information; Artist Services; Fee, Hospitality Rider & Catering; Other Artist Requirements; Payment Terms; Performance Date(s)1 Tlme(s); Performance OuraWn; Technical Rider; Travel; Venue; Venue Access; 1.3 In this Agreement: (1) a reference to this Agreement Includes its schedules, appendices and annexes (if any); (ii) a reference to a 'party' includes that party's personal representatives, successors In Interest and permitted designees and assigns; (iii) a reference to a 'person' includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns; (Iv) a reference to a 'company' includes any company, corporation or other body corporate, wherever and however incorporated or established; (v) a reference to a gender includes each other gender; words in the singular Include the plural and vice versa; (vi) any words that follow 'Include', 'includes', 'including', 'in particular' or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words; (0) a reference to 'writing' or 'written' Includes any method of reproducing words In a legible and non transitory form; (vi i) a reference to legislation is a reference to that legislation as In force at the date of this Agreement or amended, extended, re-enacted or consolidated from time to time; (Ix) a reference to legislation includes all subordinate legislation made as at the date of this Agreement or from time to time under that legislation; (x) and, a reference to any English action, remedy, method of judicial proceeding, court, official, legal document, legal status, legal doctrine, legal concept or thing shall, in respect of any jurisdiction other than England, be deemed to Include a reference to that which most nearly approximates to the English equivalent In that jurisdiction. 2. Commencement and term 2.1 This Agreement shall commence on the Commencement Date and (subject to earlier termination pursuant to Clause 22 shall continue until written notice to terminate of not less than sixty (fit}) days has been given by either Party to the other (7erm'). 2.2 Subject to applicable law and except as otherwise provided for In this Agreement, MN25 shall have no liability to CUSTOMER for damages, special or punitive compensation or otherwise by reason only of fire termination of th s Agreement. 3. Appointment and scope 3.1 CUSTOMER warrants that the signatory to this Agreement over the age of eighteen (1B); 32 CUSTOMER appoints MN2S as its non-exclusive booking agent to perform the Services In the Territory, and MN25 agrees to act In that capacity, subject to the terms and conditions of this Agreement, CUSTOMER authorises MN25 to enter into binding contracts with Artists on Customer's behalf to perform at Engagements, as CUSTOMER's agent. CUSTOMER shall ensure that it completes and executes a Heads of Terms Document In respect of each and every Engagement; 33 ( ) I,1N2S shall, in all dealings with third parties in respect of Engagements and generally with any third party, make clear that It acts as agent for CUSTOMER to the extent only as provided for in this Agreement; (ii) Notwithstanding the foregoing, at either MN25's or Artist's election, MN2S may require that any agreements with Artists or their talent agencies be entered into directly between Customer and Artist, or with Artist's agency as applicable. 3.4 The person executing this Agreement or a Heads of Terms Document an CUSTOMER's behalf warrants and represents his authority to do so and such person hereby personally assumes liability for payment of any Fee(s) or monies due, jointly and severally with CUSTOMER. 4. Rights and duties of CUSTOMER 4.1 bur ng the Term CUSTOMER will; act dutifully and In goad faith towards MN25; (i) at all times act in a professional manner; (ii) supply MN25 with any materials, including any Intellectual Property Rights as reasonably required by MN2S to perform this Agreement at its expense, and provide MN25 with a licence to use CUSTOMER's Intellectual Property Rights during the Term of this Agreement (including the right to grant sub licences); (iii) pay any reasonable "out of pocket" expenses Incurred by MN25 on CUSTOMER's behalf, In addition to any amounts due to MN25, provided such expenses are approved by CUSTOMER In advance; (iv) notify MN2S of the details of any material circumstances which may Impact on this Agreement or Its performance; (v) inform MN25 in writing (email being deemed sufficient) of any anticipated problems in respect of any Engagement; (vi) provide MN25 with the Information MN25 reasonably requires to perform its obligations; (vii) keep private and confidential all information and provisions relating to this Agreement, the commercial terms herein or in respect of any Engagement, and all confidential, sensitive and personal Information regarding Artists, MN25 and its officers, directors, personnel and clients; (viii) not do anyth ng which will harm the reputation of MN25 or any Artist. S. Booking Process 5.1 CUSTOMER shall notify MN2S of any Artist It wishes 1-1,N2S to act on its behalf with respect to booking such Artist for any proposed engagements and shall provide all necessary Information relevant to the proposed engagement, Including but not limited to the information set out in the Heads of Terms Document. MN25 shall inform CUSTOMER within a reasonable period whether Artist accepts or refuses any engagement proposed by CUSTOMER; 5.2 Upon receipt of confirmation of acceptance of an offer (subject to contract) by an Artist, MN25 shall issue CUSTOMER with a completed Heads of Terms Document for CUSTOMER's prompt signature within two (2) Business Days from recelpt. Upon CUSTOMER and MN25 both having signed and exchanged the completed Heads of Terms Document, that document shall be incorporated into Schedule 2 of this Agreement and shall be bound by die terms or this Agreement; 5.3 MN25 shall Issue invoices for the relevant Fee and any expenses In respect of any Engagement once the Heads of Terms Document has been completed fully and signed by both parties; 5.4 CUSTOMER shall promptly pay to M142S any Fee or other money payable to MN25 in connection with Engagements, subject to and always In accordance with the Payment Terms. Any Fee or money shall be paid Into MN2S's speciried account by CUSTOMER, and shall always quote MN2S's relevant Invoice number as a reference. Time shall be of the essence in respect of all payments. 6. Artist Billing l3 Artist Intellectual Property Rights 6.1 CUSTOMER warrants that it will provide the Artist with the Artist Billing as provided in the applicable Artist performance agreement In respect of any Engagement without alternation, amendment, addition or change of any kind unless agreed expressty in writing with MN2S and the Artist to the contrary. 6.2 CUSTOMER acknowledges and agrees that all advertising, publicity, promotional materials and artwork generated and used by CUSTOMER (or anyone connected to CUSTOMER in any way in respect of an Engagement, including subcontracting parties) in connection with any Engagement must be approved in writing (email being deemed sufficient) by MN25 prior to any such materials be,'ng made available to the public:. Approval shall not be unreasonably withheld by MN25. 6.3 CUSTOMER agrees that no other act may appear in such materials without prior written approval of MN25 (with Artist's agreement); 6.4 CUSTOMER will not make use of an Artist's Intellectual Property Rights, name, likeness, bio or performance In any way not provided for in this Agreement or a Heads of Terms Document, nor shall it do so in such a way as to suggest any endorsement or sponsorship of any third party without MN25's prior written consent (with Artist's agreement) which consent shall tie given in the We discretion of MN25 and Artist. Any request from CUSTOMER for consent in accordance with this clause shall be answered by MN25 within tare (5) vioiking days of such request. Where no response is provided by MN2S, consent will be deemed to be denied; 6.5 CUSTOMER agrees to fully Indemnity MN2S against any all costs, losses and/or damages (including court costs and legal fees) incurred as a result of CUSTOMER's (or anyone connected to CUSTOMER In any way In respect of an Engagement, Including subcontracting parties) failure to adhere to the correct Artist Billing, without limitation. Round Rack Parks and Recreation and 'The Voke" Master Booking Agreement 2056 y. Travel, Accommodation & Rider 7.1 Where provided for In a Heads of Terms Document, CUSTDMER agrees to pay for all ACCammedatten and Travel specified in respect of any Engagement. Amounts for Accommodation and Travel shalt be paid by CUSTOMER in addition to Fee unless otherwise specified. MN25 shall have the first option to back Travel and Accommodation for any Engagement on behalf of CUSTOMER, and MN2S shall have authority to amend any Travel or Accommodation bookings In order to accommodate an Artist's needs. Otherwise, tickets for Travel and Accommodation will be the responsibility of CUSTOMER to arrange, but must be approved by M112S In writing prior to their booking (email being deemed sufficlem). Transport costs will be timely paid by CUSTOMER an request of MN25, and time shall be of the essence; 7.2 CUSTOMFR shall provide and pay for all Internal transport for the Artist's equipment In respect or any Engagement from point Of arrival in the country to hotel, between hotel(s) and venue(s) and to point of departure from the Country (throughout the Engagement); 73 CUSTOMER shall ensure that in respect of each Engagement all rider requirements, including but not limited to the Hospitality Rider & Catering, Technical Rider and Other Artist Requirements are strictly adhered to, and CUSTOMER acknowledges that it Is solely responsible for the provision of all of the aforementioned unless otherwise agreed In writing. Failure to perform this contractual obligation will be deemed a material breach In respect of the relevant Engagement concerned, for which Artist may cancel the Engagement without any liability to NN251 or Artist; 7.4 CUSTOMER shall provide and pay for a first class public address (PA) system and a first class stage lighting system for use by Artist in connection with an Engagement and always in accordance with any Artist's Technical Rider with confirmation of the foregoing in writing (email being deemed Sufficient) no later than fouileen (14) days pilot to the Performance Date(s)/ Time(s). Any sound -mixing engineers (front -Cf- house or monitors) provided to work with the any Artist must be English speaking; 7.5 CUSTOMER will be responsible (at its own expense) for the provision of all equipment and services necessary for an Artist to properly perform at any Engagement unless agreed expressly in wrlting with MN ZS (with Artist's written agreement) to the contrary; 7,6 CUSTOMER will comply (at its own expense) with any Art'ist's reasonable requests for any specific stage decor or props or backdrop or equivalent; 8. Expenses 8.1 CUSTOMER warrants that where it requires or requests MN2S to incur any specific expenses on its behalf, including specialist expenses (e.g. 3rd party specialist advisers), CUSTOMER will reimburse MN2S within ten (10) days of MN2S's written demand. For clarity, MN25 shall not be entitled to recover as expenses any of Its normal overhead and operating expenses In connection with its discharge of the Services; 9. Itinerary 9.1 CUSTOMER agrees to provide a full and detailed itinerary setting out names, addresses, phone, fax numbers and emails of all relevant third parties (including hotels, venues, local promoters, PA and lighting suppliers (where applicable) together with all arrival, doors open and performance times, and such Other Information as necessary for Artist In connection with the respective Engagemerit. Such Itinerary information Is to be sent by letter, far, or email to arrive at MN2S's offices no later than twenty-one (21) days prior to the respective Performance Date(s)l Time{s); 9.2 CUSTOMER shall timely provide any Additional Schedule Information not already Included in an executed Heads of Terms Document in respect of any Engagement; 10. Artist Access to venue 10,1 CUSTOMER wilt make provision for Artist to carry out a sound checklrehearsal at the relevant Venue prior to the any Engagement on the same day as the relevant Engagement, or otherwise as specified by MN25 or Artist pursuant to any performance agreement or Artist's Rider; 10.2 CUSTOMER shall ensure that tiro Artist has the ventre Access as agreed In respect of any Engagement, and that where specified the public shall be admitted no earlier than provided. Artist will perform on the Performance Date(s)fTime(s) for the Performance Duration unless atherwlse agreed between CUSTOMER and MN25 (with Artist's agreement) prior to any Engagement; 103 CUSTOMER acknowledges that subject to MN25's written request at any time, Anists will have the sole and exclusive right, but not the obligation to sell souvenir programs, souvenir items and other merchandise at the relevant Venue of any Engagement, including recordings in any and all formats and media, in connection with, and at, the Engagement. The receipts thereof will belong exclusively to Artist. CUSTOMER will ensure Bailable space is available at the relevant venue for Artist's merchandising at any Engagement; 10.4 In connectlon with any Artist performance CUSTOMER shall provide MN2S with a reasonable number of general admission tickets and VIP tickets for Its own use. Artist's complimentary tickets and guest list shall be as provided in the applicable performance agreement or Artist Rider. 11. Recording Engagements 11. t CUSTOMER shall ensure that no audio or visual recording of any kind or by any means is made of an Artist's performance at any Engagement unless otherwise agreed in writing with MN25 (with Artist's written approval or subject to agreement as applicable). For the avoidance of doubt, provided that no member of the audience shall be allowed to enter any venue with prafessional audio or audio-visual recording equipment, it is acknowledged that the use of mobile phones for audio or visual recording of an engagement by members of the audience shall not be a breach of the provisions of this ctause; 11.2 CUSTOMER acknowledges that in respect of any Engagement, MN25 and Artist sha'1 be entitled to record (and CUSTOMER shalt at 1-IN25's or Artist's request co-operate and make provision for MN25 or Artist to be able to record) any Engagement by any means, and that the recording party (either MN2S or Artist) shall own the Intellectual Property Rights in relation to any such recordings and be free to use the recordings without restriction. 12. Booking and Rebooking Artists 12.1 CUSTOMER warrants and undertakes that any subsequent rebook!ng of an Artist by the CUSTOMER for one or more further engagements within a period of twa (2) years alter the date of an Engagement shall be made through M425 Should CUSTOMER own and/or operate venues other than the relevant Venue then this condition 511311 also be applicable for such other premises; 12.2 CUSTOMER shall Instruct any third parties approaching him regarding banking any Artists MNZS books on Customer2 behalf to negotiate solely with M1425 during the Term and for two (2) years after Termination of this Agreement regarding any prospective engagements or any other commercial opportunities; Round Rack Parks and Recreation and "The Dolce" Afaster Sooking Agreement 29056 13, Insurance 13.1 Subject to any additional insurance requirements as provided In the applicable performance agreement or Artist Rider, CUSTOMER warrants that it will be responsible for obtaining and maintaining its own comprehensive insurance in respect of the Engagements. Such insurance shall Include, but not be limited to, full accident Insurance, employer's liability Insurance, and public liability insurance and/or equivalent Insurances in respect of each Engagement, to a minimum of Five MiGion Dollars ($5,000,000.09) per occurrence indemnifying and holding MN25 and each and every one of Artist and Artist's travelling party harmless from claims and/or actions by or an behalf of any person, firm or corporation who suffers death, personal Injury or property damage during at incidental to or In connection with any performance given under this Agreement; 13.2 The insurance policy described above shall name the Artist, each Individual member of Artist, and their respective agents, employees, directors, officers, principals, representatives, and shareholders as additional insureds. In addition, CUSTOMER shall maintain to effect (a) workers' compensation Insurance (or the equivalent thereof if workers' compensation insurance is not available) coveting all of its employees, subcontractors, and other personnel under the control, direction, or authority of CUSTOMER, whether directly or indirectly, who are involved in the installation, operation, and/or maintenance of equipment provided by CUSTOMER, and (b) hired and non -owned motor vehicle insurance. CUSTOMER shall supply MN2S and/or Artist with certificates of Insurance showing coverage of the above at least len (10) Business Days prior to any Performance Datc(s)/ Time(s); 13.3 to the event CUSTOMER does not provide certificate of insurance described above by the foregoing deadline, MN2S and Artist may, in their sole discretion, terminate an agreement in respect of an Engagement without liability to Customer. If CUSTOMER has not provided certificates of Insurance as set forth herein, an Artist may sti;l elect to perfarm the show; provided, however, that CUSTOMER will be fully responsible for any events that would otherwise be covered by the insurance noted above, and shall fully indemnify and hold t042S and Artist harmless in respect of that Engagement; 13.4 The Insurance policies described above will contain provislons requiring the insurance company to give each Artist at least ten (10) days prior written notice of any revision, modification, or cancellation, Any proposed chance In certificates of insurance will be submitted to MN2S and each Artist for written approval prior to any such change taking effect. 14. Documents & Requirements 14.1 CUSTOMER will supply MN25 with such documentation as MN25 requires confirming the Identity of CUSTOMER (which may for example include in the case of a sale trader or a partnership providing copies of relevant individuals passports or In (lie case of a limited company providing copies of the certificate o! incorporation and memorandum and articles of association); 14.2 CUSTOMER warrants that he will be responsible for obtaining and maintaining his own work permits, visas and all other documents necessary or required by law in respect of any Engagement. Copies of such documents will be provided by CUSTOMER to MN2S upon request; 14.3 CUSTOMER will comply with all regulations and requirements of any national or local union(s) that may have jurisdiction over any of any materials, facilities, services, personnel or other things provided In respect of any Engagement; 14,4 CUSTOMER warrants that he shall ensure that each and every Venue for any Engagement fully complies with all health, safety and security regulations and directions In force at the time of any Engagement, and that the Venue is licenced property In all respects. CUSTOMER shall provide details of any risk to the health and/or safety of an Artist performing at any Engagement and the steps that the CUSTOMER Inas taken to prevent or control such risk (Including supplying a Copy of a risk assessment of the Venue/site equipment and working conditions); 14.5 CUSTOMER warrants that he shall make adequate arrangements to ensure each and every Artist's personal security during an Engagement; 14.6 CUSTOMER will comply with any additional adminlstrative requests to supply all such documents as are required by MN25 In order to permit Artist to perform the Engagement. 15, Promotion of Engagements 15.1 CUSTOMER (at its own expense) will pay for full and adequate promotion and publicity for each Engagement, and hereby acknowledges neither MN25 nor any Arlist will be responsible for or bound In any way to provide promotion or publicity in respect of any Engagement. CUSTOMER Shall ensure that in any social media posts It tags both the relevant Artist for an Engagement, as well as MN2S, using both hashtags and handles of the respective parties; 15.2 CUSTOMER warrants that In respect of any Engagement, CUSTOMER will advertlse the Engagement on all Ills social media pages, and on his website (where CUSTOMER has his own website). 16, Confidential Information 15.1 CUSTOMER acknowledges that by virtue of entering into this Agreement and in consequence Engagements it may become privy to information regarding Artists and/or MN2S which is not generally available to the public ("Confidenlial Information-). CUSTOMER warrants and undertakes to make no use of Confidential information whatsoever or disclose the same to any third party without the prior written Consent of the party to which the Confidential Information relates. Customer acknowledges that the disclosure or threatened disclosure of any Confidential Information may Cause Irreparable harm to MNZS or Artist and NN2S and Artist shall have the right to seek injunctive relief to prevent any such disclosure of Confidential Information, 17. Rights and duties of MN2S 17.1 During the Term MN25 shall: (i) provide the Services for CUSTOMER, Including the contracting of Engagements on CUSTOMER'S behalf pursuant to the terms hereof; (it) comply with CUSTOMER's reasonable written instructions in relatlon to the negotiation and contracting of Engagements; (iii) make clear to third parties that It is agent of CUSTOMER only to the extent provided for In this Agreement; (v) not allow its interests to conflict with those of CUSTOMER; (iv) may, subject to the provisions of this Agreement, perform its duties as It sees fit; (v) comply with relevant laws and regulations, and maintain all necessary licences and approvals generally in its performance of this Agreement; and, (vi) emproy sufficient competent and qualified personnel to carry out Its obligations under this Agreement; 17.2 MN25 shall not; (Q enter into any agreement " CUSTOMER's behalf where CUSTOMER has indicated it is not interested In any proposed Engagement, of (it) make any statement or give any warranty or guarantee without CUSTOMER's prior written consent. 18. Fees & Payment 18.1 In consideration for MN25 performing the Services CUSTOMER agrees to pay the Fee to MN25 in respect of and as specified in respect of each Engagement: (1) during the Term; and, (ii) after the Term, but where the Engagement was contracted during the Term; Round Rork Parks and Rerreation acrd "The voice" Alaster 800A -Ing Agreement 29056 18.2 CUSTOMER acknowledges that the Fee shall Include an agency commisslan payable to MN25 in cvnslderation of the Services, and that MN2S will provide an Invoice for the Fee together with any expenses properly and necessarily incurred by MN25 on CUSTOMER's behalf or in connection will; Orr Artist's performance at an Engagement; 18.3 For clarity, Artist shall at all times be responsible for their own tax obligations. No payment will be withheld by CUSTOMER In respect of any state or federal taxes; 18.4 In the event the Fee for any Engagement or any other sum due under this Agreement is not paid by CUSTOMER on the due date, interest shall be payable on any Commission due but unpaid 30 days from the due date until payment, and whether before or after judgment, at 6 °/a per annum over the United Stales pilme Interest rale from time to time. 19. Cancellations Gene rally 19.1 It Is a condition of this Agreement that CUSiONER effects at its own cost and expense cancellation insurance (details of which shall be supplied upon request), to cover any losses incurred by reason of any non-appearance of the Artist due to cancellation by any party or by Artist, or due to a Force Majeure event or any other events beyond a party's reasonable control preventing or delaying it from performing its obligations under this Agreement, and to ensure that MN2S is properly paid when due all Barns payable to MN25 under this Agreement In any Such event. BY CUSTOMER 19,2 CUSTOMCR acknowledges that in respect of an Engagement, notwithstanding anything to Ilse contrary herein, CUSTOMER shall not be able or entitled to cancel that Engagement save w4h MN25's and Artist's prior written consent; 19.3 in the event of cancellation of any Engagement by CUSTOMER, one hundred percent (100%) of the Fee shall by payable to MN25; 19.4 CUSTOMER shall be deemed to have notified MN2S of cancellation of an Engagement to the event that CUSTOMER breathes any term of this Agreement and falls to cure Such breach as provided herein. In such circumstances any Artist shall (without prejudice to any of Its other remedies) be entitled to withdraw its services (In relation to all Engagements), the balance of any Feels) due will he payable Immediately and all monies already paid shall be retained by MN25 and Artist as applicable; 19.5 CUSTOMER warrants and represents that upon cancellation by Customer that it will remain responsible for and will pay within two (2) business days of MN25'5 written demand all non-refundable expenses, Accommodation and Travel casts, and other such costs associated with transportation, accommodation, and expense reimbursements for an Artist and Its entourage; By MN25I -Artist 19,6 CUSTOMER agrees that MN25 and/ or an Artist may cancel any Engagement for any reason and without any liability by giving the CUSTOMER written notice thereof (email being deemed sufficient) at least thirty (30) days prior to the Performance Oale(s)/Ttme(s) of the relevant Engagement; 19.7 In the event of cancellation of an Engagement by I4NZS or an Artist (save in the case of breach by CUSTOMER), MN2S shall use reasonable efforts to re-schedWe the relevant Engagement, or may refund any Fee as applicable to CUSTOMER less any non•refundabre expenses incurred by such Artist and/or MN25; 19.8 MN25 shall have no liability to CUSTOMER for any cancellation of any Engagement, or for any other breach, default, art or omission or Artist for any third parry In respect of an Engagement; 20. Force Majeure 20.1 in this clause, 'Force Majeure' means an event or sequence of events beyond a parry's reasonable control preventing or delaying it from performing its obligations under this Agreement. The following are a non -exhaustive list of events that are deemed to be Force Majeure events: sickness, illness, disability, injury or death of an artist, artist's family or artist's band mernber(s); an accident to an artist or at a venue; act of god; civil unrest; terrorism; strike; epidemic; Interruption in or delay of transportation services; war conditions; emergencies; severe weather rendering an engagement Impossible, infeasible or unsafe; 20.2 In the event of a Farce Majeure that prevents or delays an Engagement from going ahead far any reason, MN25 and the relevant Artist shalt have no liability to CUSTOMER, all Feels) and monies due to MN25 or Artist shall remain payable, and no Fee(s) paid in respect of an Cngagement shad be returned by MN25 or Artist; 20.3 For the avoidance of doubt In the event of cancellation due to any Force Majeure event, and whether or not Artist is ready, willing and able to perform, CUSTOMER shall remain responsible for all transportation, accommodation, expense reimbursements and any other payments or compensation; 20.4 Notwithstanding anything contained herein, general inclement weather shall not be deemed a force majeufe event, and CUSTOMER shall remain liable for payment of the Feels) plus all other expenses (including for example transportation and accommodation). MN25 and Artist shall have the sole right to determine in good faith whether any such weather conditions may fall within the definition of a force majeure event under this Agreement, or may be treated as such; 20.5 In the event of a Force Majeure that prevents or delays an Engagement from going ahead for any reason, MN2S may suspend Its performance of this Agreement and its obligations in respect of that Engagement, which may Include a cancellation of that Engagement. in such event, MN25 shall consult with the relevant Artist to perform a rescheduled engagement at the same or another venue an the same or an alternative date, and if available and acceptable to Artist, helshe perform the rescheduled engagement on the same terms as the prior prevented or delayed Engagement (taking Into account any payment of any fee which ARTIST has already been prepaid and which has not been returned to MN25). Any wasted travel costs Incurred because of such a Force Majeure event will be Ilia responsibility of CUSTOMER; 20.6 In the event of a Force Majeure that prevents or delays an Artist from performing at any Engagement, CUSTOMER shall use best endeavours to minimise the effects of that event to the fullest extent possible; 20.7 CUSTOMER warrants that It shall indemnify and hold harmless MN25 and any Artist against all liabilities and losses for any Farce Majeure event that prevents or delays Artist from performing at an Engagement, 21. Liability and Relief 21.1 In the event of an alleged material breach in respect of any Engagemen4 CUSTOMER agrees that the maximum damages which CtISTOMFR may seek to recover will be limited to necessary out of pocket expenses (excluding any sums expended by Customer In connection with, Round Rack Parks and Recreation and "The Voice"• Master Gaokfng Agreement 29056 marketing and promotion of the Engagement) directly incurred by CUSTOMER relating to the specific Engagement In relation to which a material breach is alleged, including reasonable out-of-pocket costs, taking Into account any amounts that CUSTOMER recovered or could have recovered using Its best endeavours to mitigate Its damages; 21.2 CUSTOMER recognises that any breach ar threatened breach of this Agreement may cause MN2S irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to the other party, CUSTOMER acknowledges anti agrees that MN25 Is entitled to the remed;es of specific performance, Injunction and other equitable relief without proof of special damages; 21.3 Under no circumstances wtll MN25 or any Artist be liable to CUSTOMER or any third party in contract, tort or otherwise for any Indirect, Incidental, special, consequential, punitive, exemplary or similar Camages that result from the parties performance or nompedarmance hereunder, Including but not kmlted to loss of revenue or loss of profits, even If CUSTOMER and/or Artist has been advised of such possibility, of such damages; 21A CLIS70MER will indemnify and hold harmless MN25 and any Artist (and their personnel, representatives, principals, band members, officers, employees, directors and traveltkng party) In respect of any loss, damages, costs or third party claims (Including legal costs on an indemnity basis) that I-IN25 or any Artist Incurs as a result of CUSTOMER's breach of any warranty, undertaking or agreement contained within this Agreement, or as a result of any claim for personal Injury or property damage or otherwise brought by or on behalf of any Third parry person, firm or corporation as a result of or in connection with any Engagement, which claim does not result from the gross negligence of MN25 or time Artist; 21.5 MN25 shall have no liability for any act or omisslon of CUSTOMER and/or third party, or in the case of a Force Majeure event. Any failure by an Artist to perform an Engagement (whether adequately and/or at all) shall not be deemed a breach of any agreement by MN2S. For the avoidance of doubt CUSTOMER shall have no remedy against MN25 or an Artist in such circumstances, and shall be solely liable for any money paid in respect of an Engagement; 21.6 CUSTOMER warrants that in time event any Engagement does not go ahead for any reason whatsoever (Including without limitation due to; cancellation, suspension, or Force Majeure) neither MN2S nor an Artist will be required to refund any mottles paid in respect of that Engagement. CU90MER shall fully Indemnify acrd hold harmless MN25 In any rlrrumstances where It fabs to provide for any Artist perform at any Engagement, for any reason; 21.7 MN25 acts only as agent for Customer and shall have no liability as a party In any civil action or suit anywhere in the world, arising out of, in connection with, or related to any acts of commisslon or omission In relation to this agreement by any party; 21.6 Without prejudice to any of NN25's other rights and remedies under this Agreement. In the event that CUSTOMER Is in breach of Its obligations under this Agreement, MN25 shall be entitled to suspend its obligations under this Agreement until such time as the breach Is remedied to MNZS's sole satisfaction. 22. Termination 22.1 Either party may terminate this Agreement at any time by giving notice in writing to the other patty If; (i) the other party commits a material breach of this Agreement and such breach Is not remediable within a reasonable time following receipt of written notice detailing the alleged breach; (ii) the other party commits a material breath of this Agreement which is not remed ed within thlrly (30) days (rive (5) days with respect to any payments to MN25 or Artist as applicable) time from receiving written notice of such breach (email being deemed sufficient for delivery); (iii) the other party has failed to pay any amount due under this Agreement on the due date and such amount remains unpaid within two (2) days after the other party has received notification that the payment is overdue; or (iv) any consent, licence or authorisation held by the other party is revoked or modified such that the other party is no longer able to comply with its obligations under this Agreement or receive any benefit to which it is entitled, 22.2 NN2S may further terminate this Agreement If the Customer brings MN25 or Artist Into serious disrepute, Is convicted of an offence Involving negligence, fraud or dishonesty, or is prevented from performing its obligatmns; 22.3 Subject always to any payment obligations of Customer, either party may terminate this Agreement at any time by giving notice in writing to the other party if that other party is subject to, Indicates, takes any steps in anticipation of, or has no realistic prospect of avoid,ng, any event or procedure which: causes it to cease business; concerns hankruptcy or an inability pay debts concerns any liquidation or administration; concerns it being wound up; concerns its assets being controlled, seized, frozen or recovered, including for the avoidance of doubt, but not limited to, giving notice for the convening of any meeting of cred,tors, issuing an application at court or fil'ng any notice at court, receiving any demand for repayment of lending facilities, at passing any board resolution authorising any steps to be taken to enter into an insolvency process; 22.4 On termination; (1) MN25 shall Immediately cease to represent itself as acting for CUSTOMER, and, (1) all outstanding invoice and other sums owed to MN2S by CUSTOMER shall be paid within five (5) days of termination or of receipt of a valid ;nvoite; 22.5 Termination or expiry of this Agreement shall not affect any accrued rights and Ifab ties of either party at any time up to the date of terminailoo, and clauses which by their nature are intended to survive termination shall do so. 23. dispute resolution 23.1 If any dispute arises between the patties out of, or in connection with, this Agreement, the matter shall be referred to the points of contact of each party who shall use their reasonable endeavours to resolve ft for a period of no less h tan thirty (30) days. 23.2 If the dispute has not been resolved within thirty (30) days of the points of contact first meeting of the chief executives (or equivalent) under clause 23.1 then the matter sha thereafter be subject to mandatory non -blinding mediation In accordance with the American Arbitration Association Rules, 23.3 Until the parties have completed the steps referred to in clauses 23.1 and 23.2, and have Palled to resolve the dispute, neither party shall commence formal legal proceedings except in respect of ah application for equitable relief solely as set forth herein. 23-1 Nothing contained In this Agreement shall oblige MN2S to commence legal proceedings against any IN, party in any circumstances. 24. Notices 24.1 Any notice given by a party under this Agreement shall; be In writing and In English, be signed by, or on behalf of, the party giving it (except for notices sent by email); and, be sent to the relevant party at the address set out below. Notices may be given, and are deemed received: by hand: an receipt of a signature at the time of delivery; by certified mail, return receipt requested or overnight delivery with delivery Round Rock Parks and Recreation and "The lydice"- Master Booking Agreement 29056 confirmation. For post: at 9-00 am on the third Business pay after posting; by fax: on the next Business Day after receipt or a transmission report from the correct number confirming uninterrupted and error -free transmission; and, by email on the next Business Day after a read recelpt email from the correct address. 24.2 Notices shall be sent to; MN25 for the attention of the legal DepartmerI. at., MUS Corp, 78 SW 7th Street, Miami, Florida 33130 TO 4 1 (305) 600 1752 into^mn25.cnm 25. General Terms Round flock Parks and Recreation and "The Voice" for the attention of Rick Atkins at: 331 W Bagdad Ave x250, Round Rock, TX 78664, United States Work: 512 341-3344, Work: 512.587.7663 Email; TickaQroundrocktexas.gov 25.1 The parties agree that this Agreement constitutes the entire agreement between them and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter. Each party acknowledges that it has not entered Into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that Is not expressly set out in this Agreement. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this Agreement. Nothing in this Agreement purports to limit or exclude any liability in respect of personal injury and death, or for fraud or fraudulent misrepresentation; 25.2 Each party shall at the request of the other, and at the cost of the requesting party, do all acts and execute art documents which are necessary to give full effect to this Agreement; 25.3 No variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf or, each party. For the avoidance of doubt, any Addendums provided for In a Heads or Terms Document which farms a schedule to this Agreement shall be deemed to be an agreed variation if the Heads of Terms Document which forms a schedule to this Agreement is duly executed in accordance with clause 26 of this Agreement; 25.4 No announcement or other public disclosure concerning this Agreement or any of the matters contained in It shall be made by, or on behalf of, a party without the prior written consent of the other party (such consent not to be unreasonably withheld or delayed). The parties shall consult on the form and content of any such announcement or other public disclosure, as well as the manner of Its release. If a party is required to make an announcement or other public disclosure concerning this Agreement or any of the matters contained In it by law, any court, any governmental, regulatory or supervisory authority (including any recognised investment exchange) or any other authority of competent jurisdiction, It may do sa. Such a party shall: (i) notify the other parry as soon as Is reasonably practicable upon becoming aware of such requirement to the extent it is permitted to do so by law, by the court or by the authority requiring the relevant announcement or public disclosure; (ii) make the reSevant announcement or public disclosure after consultation with the other party so far as Is reasonably practicable; and; (iii) make the relevant announcement or public disclosure after taking into account all reasonable requirements of the other party as to Its form and content and the manner of its release, so far as is reasonably practicable; 25.5 Customer may not assign, subcontract or encumber any right or obligation under this Agreement, In whole or In part. without MN25's prior written consent. MMS may assign this Agreement or any payments arising hereunder. Notwithstanding the foregoing, either party may perform any of Its obligations and exercise any or Its rights granted under this Agreement through an affiliate, provided that it gives the other party prior written notice including the identity of the relevant affiliate. Each party acknowledges and agrees that any act or omission of its affiliate in relation to its rights or obligations under this Agreement shall be deemed to be an act or om!ssion of that party Itself, 25,6 Each party shall pay all sums that it ewes to the other party under this Agreement without any set-off, counterclaim, deduction or withholding of any kind, save as may be required by law, 25.7 The parties are independent businesses and are not partners or employer and employee and this Agreement does not establish any joint venture, trust, fiduclary or other relationship between them, other than the contractual relationship expressly provided for In it. Save as expressly provided for In this Agreement, none of the parties shall have, nor shall represent that they have, any authority to make any commitments on the other party's behalf; 25.8 If any provision of this Agreement (or part of any provision) is or becomes Illegal, invalid or unenforceable, the legality, validity and enforceabitiy, of any other provision of this Agreement shall not be affected. If any provision of this Agreement (or part of any provision) Is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part -provision in question shall apply with such deletions or modifications as way be necessary to make the provision legal, valid and enforceable, In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision; 25.9 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under th's Agreement shall operate as a waiver of that right, power or remedy, not shall It preclude or restrict any future exercise of that or any other right, paver or remedy. No single or partial exercise of any right, power or remedy provided by law or under this Agreement shall prevent any future exercise of It or the exercise of any other right, power or remedy. A waiver of any term, provision, condition or breach of this Agreement shall only be effective If given in writing and signed by the waiving party, and then only in the Instance and for the purpose for which it is given; 25.10 Ea.h party shall comply with all laws, enactments, regu:ations, regulatory policies, guidelines and industry codes applicable to them and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform their obligations under or in connection with this Agreement; 25.11 If there is a conflict between the terms contained in the main body of this Agreement and the terms of the schedules, appendices or annexes to this Agreement, the parties agree that they will discuss the conflict In good faith in order to give effect to the commercial intentions of the parties at the time of contracting; 25.12 Except as expressly provided for in this Agreement, a person who is not a party to this Agreement Shap not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Agreement, 25.13 This Agreement and any dispute or Claim arising out of, or In tannettion with, R, Its subject matter or formation (including non -contractual disputes or claims) shall be governed by, and construed exclusively in accordance with, the laws of the State of Florida. The parties Irrevocably agree that the state and federal courts of the State of Florida shall have exclusive jurisdiction to settle any dispute or claim arising Round Rock Parks and Recre7lion and "The Voke' - Masler Booking Agreement 29056 WM and ctry DMIR egret that artce Llai document Is $kpred by each u7 Ihtm b(law trds Heads of Terms document and any adrlendrn:ns or eat■bRs when becum bkeTng and will be subject to the terms of the Mister Ooakkng Agreement dated 3 110 517 0 1 9 between them, aid chile form past of Schedule 2 of that agreement Ttak document may be executed In hvo (2) or mwe counterparts, aa(h of wl*h wt+ch taken logrllln shall be deeated 10 bi One (1) lull? 1111927g eprerawnt Facsindln, PDF at uftr drgb.tl ktgnature9 they be deemed to be aril net signature for purpaces at earcuttan btrear. 59ned p' 1�i=1Mj 13� Print.i�fy ?m' MINIM Cam Ranh ROek Park: and Reeleatton and 'The far: Voice' Dist lit".MAX3t 7nt9 Date: MNTS Cap. 76 5%V 7th Since, atramr, Floc -da 33130 Tel a 1 (3051600 1151 (mai: Inf;VOm2s tom t web: W%vw.mn2s tom 3 Round Rork forks and RecreaNen and 'rfie voxr'— Herd; of renin 400S7 Scanned with CarnScanner Round Rock Parks and Recreation and "rhe voice"- !leads or Terms 19057 Friday, May 3l 2019 Round Rack Parks and Recreation and 'The Voice", 301 IN Bagdad Ave #250, Round Rack, TX 78664. United States Dear Sir/ Madam, RE! KOOL MOE DEE 0 3uncteenth Rhythm and Ribs Festival -Old Settlers Park - Round Rack • US Reference is made to the fully -executed agreement between MN25 Corp. ("MN25") and Round Rock Parks and Recreation and "The Voice" Customer" dated 31/05/2019 (the "Master Booking Agreement"). We are writing to confirm the agreement reached regarding the Artist's live performance on the Performance pales) at the Venue. The below heads of terms set out the key terms MN25 has agreed with the Artist. In consideration, CUSTOMER shall arrange the Fee which will be paid according to the Payment Terms, and sha!I provide all other deliverables and perform all other obligations as required and set out below and such other onligations as set forth in the Master booking Agreement. )JEADS OF -TERMS PARTIES 1) MN2S Carp- of 78 SW 7th Street, Miami, Florida 33131); 7) Round Rack Parks and Recreation and 'Tlie Voice" of 301 W Bagdad Ave #250, Round Rock, TX 78664. United States ARTIST Artist Kool Floe pee Artist Services Performance (Timings TBC) ENGAGF,(IEINT Artist Billing Kaal Moe Dee (Headline Biilrng) Event Name (uneteenth Rhythm and Ribs Festivai • Old Settlers Park Round Rock - US Performance natei Time(s) friday, June 14 2019 Performance Duration 78C Venue Ofd Settlers Park, 3300 E Palm Valley Blvd, Round Rock, TX 78665, United States Venue Access 2pm Venue Capacity 30,0110 PAYMENT TERMS Fee $15,000.011 net of tax The Fee Is not subject to withholding tax or any such charr3es applied by local authorities, Payment Terms Deposit Fee (50%) due upon receipt or contract and Invoice, Balance Fee due one month before the show RIDER Hospitality 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. Backline Is to be provided In full 4 the Customer. Other Artist Requirements N/A TBAVEL_& ACCOMM,QDATION Accommodation 2x Single Hotel Rooms + x3 Double Hotel Rooms for the number of nights necessary to facilitate the artists performance (minimum 41) + Free VtFi + all meals + early check in and rate check out Travel/Hatel arrangements must be approved by 1,11125 in writing prior to their booking (email being deemed sufficient). Travel ix First Class Return Flight + Sx Coach Return Flights from (Location TBC) + excess baggage costs + Local Grou id Transport. Travel/Hotel arrangements must be approved by MN25 in writing prior to their booking (entail being deemed sufficient). Additional Schedule Information Proposed Stage Time: IOPM MAEJER BOOKIN iAGREEMENTADDENDUM5 Cancellation N/A Addendums N/A Set nut below are key contacts in respect of the Engagement for the benefit of MN25 and CUSTOMER: MN2S Contact Jonathan Sookdew Sing (Booking Coordinator) )onathan@mn2s.com with copy to sharron@mn2s.com 78 SW 7th St, Mlami, Florlda, 33139, United States Notices from CUSTOMER 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 Rods Parks and Recreation and "The Voice" 301 W BagCad Ave '250, Round Rack, TX 78664, United States Rick Atkins rkkaoroundrocktexas,gov Notices from MN25 under the Master Booking Agreement to CUSTOMER should be addressed to the above named individual and shall be sent via electronic email and via overnight main with delivery confirmation or via certified main, return receipt requested. 2 Round Rack Parks and Recreation and "The Voice'— Heads of Terms 2.907 Sales Order Invoice Number: 7756 Invoice Date: 03/06/2019 Due Date: 04/06/2019 Booking Date: 14/06/2019 TO: Round Rock Parks and Recreation and "The Voice" 301 W Bagdad Ave #250 Round Rock, TX 78664, United States VAT No: Due Date Service Fee VAT Total Kool Moe Dee: Juneteenth Rhythm and Ribs Festival - Old Settlers Park - Round Rock - US 04/06/2019 Travel/Accomodation Buyout $3,300.00 $0.40 $3,300.00 Total $3,300.00 $0.00 $3,300.00 Terms Deposit Fee (50%) due upon receipt of contract and invoice, Balance Fee due one month before the show Invoice Number must be quoted as reference on all payments Beneficiary Name: MN2S Corp Beneficiary Account Number: 7434398157 Bank Name: fifth Third Bank Bank Address: 38 Fountain Square Plaza, Cincinnati, OH 45263 Wire Routing Number: 042000314 ACH ABA/Routing Number: 067091719 SWIFT Code: FBCUS300(X MN2S Corp., 78 SW 7th Street, Miami, Florida 33130 Tel +1 (305) 600 1752 Email: infona mn2s.com Web: www,mn2s.com Md2s and CUS10MER agree that once llos document is signed by tach of Them below {has Heads of Terms document and any addrndmns or ertubft chat become bmdittg and Wil bO subject to the leans of the Matter docking Agretrnent dated 3110512019 Aetwem them and shad form pail of schedule 2 of that agreement. This document may be executed in hro (2) or more counitrparts, Cath oT "t9ch when laktn together shall be deerned to be one (1) lutpWidbrg agieenrent. Faaknile, PDF or other dlgllal slgnaturrs shat be deemtd to be orlg;nel llgnalur= for purpose+ hereof. S-9ned slgncde Pr+K �„u �k� print: _n1W.Aekair s,047x`� ALA/F77 re-; FIN25 Coro, Rouad Rock Parks and Aecreal-on and 'The for: voice" DVtt rd",MAY 3171115 Date: MN2S Corp. 78 SW 701 Surat, fhaml, Florida 331]8 Ttl +1 (31)5) 688 1752 Email; lnfalpmn2a.com 1 tveb; rmw mn25 torn 3 Ratnsd Ruck Porky and Frcrrslian and Thr Poke-- rrrads of land 2WS7 Scanned with CamScanner City of Round Rock ' Y ROUND C XA�, ROCK Agenda Item Summary i Agenda Number: Title: Consider authorizing a Rider Buyout payment in the amount of $3,300.00 for the Master Booking Agreement with MN2S Corp. for Kool Moe Dee's performance at the Juneteenth Festival. Type: City Manager Item Governing Body: City Manager Approval Agenda Date: 6/14/2019 Dept Director: Rick Atkins, Director Cost: $3,300.00 Indexes: General Fund Attachments: Agreement Kool Moe Dee, LAF- Rider Buyout (Kool Moe Dee) (00425210xA08F8) Department: Parks and Recreation Department Text of Legislative File CM -2019-0181 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 (Kool Moe Dee), 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: $3,300.00 Source of Funds: General Fund Clfy of Round Rock Page 1 Printed on 011=019