CM-2021-118 - 4/23/2021City of hound Roc* - Montell jordanOld Settlers Park06192021
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Dear Sir/ Madam,
RE: MONTELL JORDAN ® Juneteenth Rhythm and Ribs Festival - Old Settlers Park - Round Rock, TX - USA
We are writing to confirm the terms discussed between MN2S Corp. ("MN2S") and you, City of Round Rock ("CUSTOMER") regarding the Artist's
proposed live performance on the Performance Date(s) at the Venue. The below terms set out the Key Terms in respect of the Engagement which
are subject to the terms and conditions at Schedule 1 (together, the "Agreement"). In consideration, CUSTOMER shall 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.
ARTI
Artist
KEY TERMS
Montell Jordan
Artist Services
45-minute performance
ENGAGEMENT
Artist Billing
Montell Jordan
Event Name
Juneteenth Rhythm and Ribs Festival - Old Settlers Park - Round Rock, TX - USA
Performance Date(s)/ Time(s)
Saturday, June 19 2021 10:00PM (time subject to change)
Performance Duration
45 minutes
Venue
Old Settlers Park, 3300 E Palm Valley Blvd, Round Rods, TX 78665, United States
Venue Access
3:00 PM — 12:00 AM (subject to change)
Venue Capacity
1,000 within pods + 6,000 general admission
(the "Engagement")
PAYMENT TERMS
Fee
$17,500.00 net of tax
Landed
Payment Terms Deposit (50%) due Friday, April 23rd 2021.
Balance due Friday, June 11th 2021.
RIDE
Hospitality Rider A Catering Please see the attached riders which form an integral part of this contract.
Customer to provide $150 per diem to Artist, as invoiced.
Technical Rider Please see the attached riders which form an integral part of this contract. Backline also to be
provided on top by the Customer.
Other Artist Requirements Customer to cross promote with Artist via social media channels (Instagram).
No other shows in a 6 acre radius.
TRAVEL AND ACCOMMQD&TION
Accommodation Ix hotel suite at Kalahari Round Rock Resorts + Free W'F1 + all meals + early check in and late
check out.
Hotel arrangements must be approved by MN2S in writing prior to their booking (email being
deemed sufficient).
Travel Local Ground Transportation: Ix SUV or Professional Car Service.
Travel arrangements must be approved by MN2S in wrtng prior to their booking (email being
deemed sufficient).
Additional Schedule Information Proposed Set Time: 10:00PM (subject to change)
IY4- 2-02 r- 4
Set out below are key contacts in respect of the Engagement for the benefit of MN2S and CUSTOMER:
MN2S Contact Notices from CUSTOMER under this Agreement should be addressed to MN2S for the attention of
the Legal Department:
info@mn2s.com
MN2S Corp, 31 NE 17th St, Miami, Florida, 33132, United States
AND
William Deckler (Booking Coordinator)
william@mn25.com
CUSTOMER Contact Notices from MN2S under this Agreement should be addressed to the below named individual:
City of Round Rods for the attention of Rick Atkins at:
301 W. Bagdad, Suite 250, Round Rods, Texas 78664, United States
ricka@roundrocktexas.gov
Work: 512-341-3344, Work: 512-587-7663
MN2S and CUSTOMER agree that once this complete document is signed by each of them below this Agreement shall become binding. This
Agreement shall commence on the date of execution by both parties and (subject to earlier termination in accordance with this Agreement) shall
continue until the Engagement has taken place (the "Term").
City a Round Roi* - Montell JordanOld Settlers ParkOS191011
SERVICES
1.1 CUSTOMER appoints MN2S to perform the services of negotiation of terns for and booking of the Artist in relation to the Engagement,
and MN25 agrees to act in that rapacity, subject to all of the terms and conditions of this Agreement (the "Services"). CUSTOMER
authorises MN25 to enter into binding contracts with Artist on CUSTOMER's behalf to perform at the Engagement. Notwithstanding the
foregoing, at either MN2S's or Artists election, MN25 may require that any agreements with Artists or their respective agencies be entered
into directly between CUSTOMER and Artist, or with Artists agency as applicable;
1.2 CUSTOMER understands and acknowledges that MN2S may act on the Artists behalf as agent pursuant to an agreement between Artist
and MN2S but may also render its services as an independent contractor. MN2S will negotiate and agree with the CUSTOMER the germs
on which the Artist will perform the Engagement. Where MN25 is authorised to sign relevant agreements on the Artist's behalf it shall do
so;
1.3 Where MN2S acts for the Artist as Agent it shall not be deemed a Principal and therefore shall have no liability to CUSTOMER in respect to
any breach of or failure by the Artist to observe or perform any terms or conditions of the Engagement or agreement for the same.
2. RIGHTS AND DUTIES OF CUSTOMER
2.1 CUSTOMER warrants that the signatory to this Agreement over the age of eighteen (18);
2.2 The named person executing this Agreement on CUSTOMERs 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;
2.3 During the Term CUSTOMER vi II: (i) act dutifully and in good faith towards MN2S; (ii) at all times act in a professional manner; (III) supply
MN2S with any documents or materials, including details of any Intellectual Property Rights, as reasonably required by MN2S to perform
this Agreement at its expense, and provide MN25 Wth a licence to use CUSTOMER's Intellectual Property Rights during the Term of this
Agreement (including the right to grant sub -licences); ('v) pay any reasonab a and pre -agreed "out of pocket" expenses incurred by MN2S
on CUSTOMEWs behalf, in addition to any amounts due to MN2S within ten (10) days of a request by MN2S; (v) notify MN25 of the details
of any material circumstances which may impact on this Agreement or its performance; (vi) inform MN2S in writing of any anticipated
prob'ems -rn respect of the Engagement; (vii) provide MN2S with the information MN2S reasonably requires to perform its obligations; (viii)
keep private and confidential all information and provisions relating to this Agreement, the commercial terms herein or in respect of the
Engagement, and all confidential, sensitive and persona' information regarding Artists, MN25 and its officers, directors, personnel and
clients; (ix) not do anything which w; I harm the reputation of MN2S or any Artist.
3. RIGHTS AND DUTIES OF MN2S
3.1 During the Term MN2S shall: (i) act dutifully and in good faith towards CUSTOMER; (ii) at all times act in a professional manner; (iii)
provide the Services for CUSTOMER pursuant to the terms hereof; (iv) comply with CUSTOMER's reasonable written instructions in relation
to the negotiation and contracting of the Engagement; (v) supply CUSTOMER with any documents or materials as reasonably requTed by
CUSTOMER to perform this Agreement at its expense; (vi) notify CUSTOMER of the details of any material circumstances which may
impact on this Agreement or its performance; (vii) make c ear when dealing with third parties that it acts for CUSTOMER only to the
extent provided for in this Agreement; (0i) not allow its interests to conflict with those of CUSTOMER; (ix) may, subject to the provisions
of this Agreement, perform its duties as it sees fit; (x) comply with relevant laws and regulations, and maintain all necessary licences and
approvals generally in its performance of th"s Agreement; (xi) not do anyth"ng which wi I harm the reputation of CUSTOMER or any Artist;
and, (xii) employ sufficient competent and qualified personnel to carry out its obligations under this Agreement.
4. BOOKING PROCESS
4.1 CUSTOMER shall provide all necessary and relevant information in relation to the proposed Engagement. MN2S shall inform CUSTOMER
within a reasonable period whether Artist accepts or refuses the Engagement proposed by CUSTOMER;
4.2 Upon receipt of confirmation of acceptance of an offer (subject to contract) by the Artist, MN25 shall communicate the acceptance within
two (2) Business Days from receipt;
4.3 MN2S shall issue invoices for the Fee and any expenses in respect of the Engagement once this Agreement has been signed by both
parties;
4.4 CUSTOMER shall promptly pay to MN2S any Fee or other money payabe to MN25 "n connection with the Engagement, subject to and
always in accordance with the Payment Terms. Any Fee or money shall be paid into MN2S's specified client 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. Any failure to
adhere to the Payment Terms will be a material breach and wiP result in the Engagement being cancelled and the contract terminated
immediately.
S. ARTIST BILLING & ARTIST INTELLECTUAL PROPERTY RIGHTS
5.1 CUSTOMER warrants that it will provide the Artist with the Artist Bilking as provided for in this Agreement or specified in the applicable
Artist performance agreement in respect of the Engagement without alternation, amendment, addition or change of any kind unless
agreed expressly in writing with MN25 (with Artists written agreement) to the contrary;
City of Round Rock - Montell JordanOld Settlers Paf*06192021
5.2 CUSTOMER acknowledges and agrees that all advertising, publicity, promotional materials and artwork generated and used by CUSTOMER
in connection with the Engagement (or anyone connected to CUSTOMER in any way in respect of the Engagement, including
sub -contracting parties) must be approved in writing by MN2S prior to any such materials being made available to the public. Approval
shall not be unreasonably withheld by MN2S;
5.3 CUSTOMER agrees that no other act may appear in such materials without prior written approval of MN2S (with Artist's agreement);
5.4 CUSTOMER will not make use of the Artist's Intellectual Property Rights, name, likeness, bio or performance in any way not provided for in
this Agreement, nor shall it do so in such a way as to suggest any endorsement or sponsorship of any third party without MN2S's prior
written consent (with Artist's written agreement) which consent shall be given in the sole discretion of MN2S and Artist. Any request from
CUSTOMER for consent in accordance with this clause shall be answered by MN2S within five (5) working days of such request. Where no
response is provided by MN2S, consent wi°I be deemed to be denied.
TRAVEL ACCOMMODATION & RIDER
6.1 CUSTOMER agrees to pay for all Travel and Accommodation specified in respect of the Engagement, which amounts shall be paid by
CUSTOMER in addition to Fee unless otherwise specified. MN2S shall have the first option to book Travel and Accommodation for the
Engagement on behalf of CUSTOMER, and MN2S shall have authority to amend any Travel or Accommodation bookings in order to
accommodate the Artists needs. Otherwise, tickets for Travel and Accommodation will be the responsibility of CUSTOMER to arrange, but
must be approved by MN2S in writing prior to their booking. All costs will be timely paid by CUSTOMER on request of MN2S, and time
shall be of the essence;
6.2 CUSTOMER shall provide and pay for all internal transport for the Artist's equipment in respect of the 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);
6.3 CUSTOMER shall ensure that in respect the Engagement all equipment and services necessary are provided, and 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 MN2S or Artist. CUSTOMER shall provide and pay (at its own cost) for a
first class public address (PA) system and a first class stage lighting system for use by each Artist in connection with the Engagement and
always in accordance with any Artist's Technical Rider with confirmation of the foregoing in writing no later than fourteen (14) days prior
to the Performance Date(s)/ Time(s). Any sound -mixing engineers (front -of -house or monitors) provided to work with the any Artist must
be English-speaking;
6.4 CUSTOMER will discuss with MN2S and agree upon any of Artists reasonable requests for specific stage decor, props, backdrop or
equivalent;
6.5 CUSTOMER agrees to provide a full and detailed itinerary for travel to and performance at the Engagement. Such itinerary information is
to be sent by letter, fax, or email to arrive at MN2S's offices no later than twenty-one (21) days prior to the respective Performance
Date(s)/ Time(s).
ARTIST ACCESS TO VENUE
7.1 CUSTOMER will make provision for Artist to carry out a sound check/rehearsal at the relevant Venue prior to the Engagement on the same
day as the relevant Engagement, or otherwise as specified by MN2S or Artist pursuant to any performance agreement or Artist's Rider;
7.2 CUSTOMER shall ensure that the Artist has the Venue Access as agreed in respect of the Engagement, and that where specified the public
shall be admitted no earlier than provided. Artist will perform on the Performance Date(s)/Time(s) for the Performance Duration unless
otherwise agreed between CUSTOMER and MN2S (with Artist's agreement) prior to the Engagement;
7.3 CUSTOMER acknowledges that subject to MN2S's written request, Artist 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 the 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 suitable space is available at the relevant Venue for Artist's merchandising at the Engagement where MN2S have made a request
under this clause;
7.4 In connection with any Artist performance CUSTOMER shall provide MN2S with a mutually agreed number of general admission 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.
S. RECORDING ENGAGEMENTS
8.1 CUSTOMER shall ensure that no audio or visual recording of any kind or by any means is made of the Artists performance at the
Engagement unless otherwise agreed in wrrting with MN2S (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 professional audio or audio-visua!
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 clause;
8.2 CUSTOMER acknowledges that in respect of the Engagement, MN2S and Artist shall be entitled (at its own cost) to record (and
CUSTOMER shall at MN25's or Artist's request co-operate and make provision for MN2S or Artist to be able to record) the Engagement by
any means, and that the recording party (either MN2S or Artist) shall own all rights including all Intellectual Property Rights in relation to
any such recordings and be free to use the recordings without restriction.
City of Round Rork - Montell JordanOld Settlers Pafk06192021
9. BOOKING AND REBOOKING ARTISTS
9.1 CUSTOMER warrants and undertakes that any subsequent rebooking of the Artist by the CUSTOMER for one or more further engagements
within a period of one (1) year after the date of the Engagement shall be made through MN25. Should CUSTOMER own and/or operate
venues other than the relevant Venue then this condition shall also be applicable for such other premises;
9.2 CUSTOMER shall instruct any third parties approaching it regarding booking the Artist MNZS has booked on CUSTOMER's behalf to
negotiate solely with MNZS during the Term and for one (1) year after Termination of this Agreement regarding any prospective
engagements or any other commercial opportunities.
10. INSURANCE
10.1 Subject to any additional insurance requirements as provided in the applicable performance agreement or Artist Rider, CUSTOMER
warrants that ;t will be responsible for obtaining and maintaining his own comprehensive insurance in respect of the Engagement. Such
insurance shaf include, but not be limited to, full accident insurance, employer's liability insurance, and public liability insurance and/or
equivalent insurances in respect the Engagement, to a min'mum of Two Mil ion Dollars ($2,000,000.00) per occurrence indemnifying and
holding MNZS and each and every one of Artist and Artist's travelling party harmless from claims and/or actions by or on behalf of any
person, firm or corporation who suffers death, personal injury or property damage during or incidental to or in connection with any
performance given under this Agreement;
10.2 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 additions' insureds. In addition, CUSTOMER shall maintain n effect (a)
workers' compensation insurance (or the equivalent thereof V workers' compensation insurance is not available) covering 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 MNZS and/or Artist with certificates of insurance showing coverage of the above at least
ten (10) Business Days prior to any Performance Date(s)/ Time(s);
10.3 In the event CUSTOMER does not provide certificate of insurance described above by the foregoing deadline, MNZS and Artist may, in
their sole discretion, terminate this Agreement in respect of the Engagement without liability to CUSTOMER. If CUSTOMER has not
provided certificates of insurance as set forth herein, the Artist may still elect to perform 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
MN25 and Artist harmless in respect of the Engagement;
10.4 The insurance policies described above will contain provisions requirng the insurance company to give each Artist at least ten (10) days
prior written notice of any revision, modification, or cancefation. Any proposed change in certificates of insurance will be submitted to
MNZS and each Artist for written approval prior to any such change taking effect.
11. DOCUMENTS & REQUIREMENTS
11_1 CUSTOMER will supply MN25 with documentation as MNZS requ-res confirming the identity of the signatory of this Agreement and/or
CUSTOMER;
11.2 CUSTOMER warrants that (at its own cost) it will be responsible for obtaining and maintaining his own work permits, visas and all other
documents necessary or required by law in respect of the Engagement. Copies of such documents will be provided by CUSTOMER to
MNZS upon request;
11.3 CUSTOMER warrants that it 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 the Engagement;
11.4 CUSTOMER warrants that it shall ensure that the Venue for the Engagement fully complies with all health, safety and security regulations
and directions in force at the time of the Engagement, and that the Venue is licenced properly in all respects, CUSTOMER shall provide
details of any risk to the health and/or safety of the Artist performing at the Engagement and the steps that the CUSTOMER has taken to
prevent or control such risk (including supplying a copy of a risk assessment of the Venue/site equipment and working conditions);
IL5 CUSTOMER warrants that it shall make adequate arrangements to ensure each and every Artists personal security during the
Engagement;
11.6 CUSTOMER warrants that it will comply with any reasonable additional administrative requests to supply all such documents concerning
the Engagement as are required by MN25 in order to prov'de to Artist or permit Artist to perform the Engagement;
12. PROMOTION Of ENGAGEMENTS
12.1 CUSTOMER (at its own expense) will be in charge of the promotion and publicity for the Engagement (including any royalties due to the
society of authors or similar, and/or any fines arising from incorrect promotion, publicity, flyering or postering), and hereby acknowledges
nether MN25 nor any Artist will be responsible for or bound in any way to provide promotion or publicity in respect of the Engagement or
for any expenses in respect of the same;
12.2 CUSTOMER may advertise the Engagement on his/ her social media pages, and/or on his/her website as appropriate. CUSTOMER shall
ensure that -n any social media posts it tags both the Artist for the Engagement, as well as MNZS, using the official hashtags and hand±es
of the parties.
City of Round Rock - Mon tell JardanOld Settlers Park06191011
13. CONFIDENTIAL INFORMATION
13.1 CUSTOMER and M1425 acknowledge that by virtue of entering into this Agreement and in consequence of the Engagement they may
become privy to information regarding each other and the Artist which is not generally available to the public ( Confidential Information').
Each party 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. Each party acknowledges that the disclosure
or threatened disclosure of any Confidential Information may cause irreparable harm the other or Artist and the harmed party shall have
the right to seek injunctive relief to prevent any such disclosure of Confidential Information.
14. FEES & PAYMENT
14.1 In consideration for MN25 performing the Services CUSTOMER agrees to pay the Fee to MN25 in respect of and as specified in respect the
Engagement: Q) during the Term; and, (ii) after the Term, but where the Engagement was contracted during the Term. CUSTOMER
acknowledges that the Fee shall. include an agency commission payable to MN25 in consideration 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 with the Artist's performance at the Engagement;
K2 CUSTOMER acknowledges that MN2S is operating as and is a member of the Middleman Scheme (FEU No. 489/18221). All Fees due under
this Agreement include FEU or VAT tax (or equivalent) where applicable andshall also include any applicable sales or other taxes. For
clarity, Artists shah at all times be responsible for their own tax obligations. No payment will be withheld by CUSTOMER in respect of sales,
VAT. FEU or equivalent taxes in other jurisdictions;
14.3 In the event the Fee for the Engagement or any other sum due under this Agreement is not paid by CUSTOMER on time, interest shall be
payable from the due date until payment, and whether before or after judgment, at 8 % per annum over the US Federal Reserve base
interest rate from time to time.
15. CANCELLATIONS
Generally
15.1 It is a condition of this Agreement that CUSTOMER 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 MN25 is properly paid when due all sums payable to MN25 under this Agreement
in any event;
15.2 In the event of cancellation of the Engagement by CUSTOMER, one hundred percent (100%) of the Fee shall be payable to MN2S;
15.3 CUSTOMER shall be deemed to have notified MN25 of cancellation of the Engagement in the event that CUSTOMER breaches any term of
this Agreement and fails 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 the Engagement), the balance of any Fee(s) due will be payable
immediately and all monies already paid shall be retained by MN2S and Artist as applicable;
15.4 CUSTOMER warrants and represents that upon cancellation by CUSTOMER that it w II remain responsible for and will pay within two (2)
business days of MN2S's written demand all non-refundable expenses, Travel and Accommodation costs, and other such costs associated
with transportation, accommodation, and expense reimbursements for the Artist and its entourage.
15.5 CUSTOMER agrees that MN2S and/ or the Artist may (inc uding but not limited to Force Majeure circumstances) cancel the Engagement
without any liability by giving the CUSTOMER notice thereof at least thirty (30) days prior to the Performance Date(s)/Time(s) of the
relevant Engagement;
15.6 In the event of cancellation of the Engagement by MN2S or the Artist (save in the case of breach by CUSTOMER), MN2S shall use
reasonable efforts to re -schedule the relevant Engagement, or if not possible will refund any Fee as applicable to CUSTOMER less any
non-refundable expenses incurred by such Artist and/or MN2S;
15.7 MN2S shal' have no liability to CUSTOMER for any cancellation of the Engagement, or for any other breach, default, act or omission of the
Artist in respect of the Engagement;
16. FORCE MAIEURE
16.1 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 or illness (evidenced with a doctors note), disability, injury or death of Artist, Artist's family or Artist's band member(s);
an accident to Artist or at the Venue; act of god; civil unrest; terrorism; strike; epidemic; major interruption in or delay of transportation
services; war conditions; emergencies; severe weather rendering an engagement impossible, infeasible or unsafe;
16.2 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 the Fee and all pre -agreed expenses, transportation, accommodation, expense
reimbursements and any other payments or compensation;
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16.3 Notwithstanding anything contained herein, general inclement weather shall not be deemed a force majeure event, and CUSTOMER shall
remain liable for payment of the Fee(s) plus all other expenses (including for example transportation and accommodation). MN2S 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;
16.4 In the event of a Force Majeure that prevents or delays the Engagement from going ahead for any reason, MN2S may suspend its
performance of this Agreement and its obligations in respect of the Engagement, which may include a cancellation of the Engagement.
MN2S and Artist shall have no liability to CUSTOMER and such events shall not relieve CUSTOMER of obligation to pay the Fee.
Notwithstanding the foregoing, in such event, MN25 shall consult with the relevant Artist to perform a rescheduled engagement at the
same or another venue on the same or an alternative date, and if available and acceptable to Artist, Artist will 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 pre -paid and which has not been returned to MN2S). Any lost costs due to a Force Majeure event will be the
responsibility of CUSTOMER;
16.5 In the event of a Force Majeure that prevents or delays the Artist from performing at the Engagement, CUSTOMER shall use best
endeavours to minimise the effects of that event to the fullest extent possible;
16.6 CUSTOMER warrants that it shall indemnify and hold harmless MN2S and any Artist against all liabilities and losses for any Force Majeure
event that prevents or delays Artist from performing at the Engagement.
17. 113ABILINY AND RELIEF
17.1 In the event of an alleged material breach in respect of the Engagement, CUSTOMER agrees that the maximum damages which
CUSTOMER may seek to recover will be I=mited to necessary out-of-pocket expenses directly incurred by CUSTOMER relating to the
Engagement, 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;
17.2 CUSTOMER recognises that any breach or threatened breach of this Agreement may cause MN25 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 and agrees that MN25 is entitled to the remedies of speck performance, injunction and other equitable relief;
17.3 Under no circumstances will MN25 or any Artist be liab,e to CUSTOMER or any third party in contract, tort or otherwise for any indirect,
incidental, special, consequential, punitive, exemplary or simlar damages that result from the parties performance or non-performance
hereunder, including but not limited to loss of revenue or loss of profits, even if CUSTOMER and/or Artist has been advised of such
possibility of such damages;
17.4 CUSTOMER will indemnify and hold harmless MN2S and any Artist (and their personnel, representatives, principals, band members,
officers, employees, directors and travelling party) in respect of any loss, damages, costs or third party claims (including legal costs on an
indemnity basis) that MN2S 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
party person, firm or corporation as a result of or in connection with the Engagement, which claim does not result from the gross
negligence of MN25 or the Artist;
57.5 MN25 shall have no liability for any act or omission of CUSTOMER and/or third party, or in the case of a Force Majeure event. Any failure
by the Artist to perform the 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 MN2S or the Artist in such circumstances, and shall be solely liable
for any money paid in respect of the Engagement;
[7.6 CUSTOMER warrants that in the event the Engagement does not go ahead for any reason whatsoever (including without limitation due to;
cancellation, suspension, or Force Majeure) neither MN2S nor the Artist wi 1 be required to refund any monies paid in respect of the
Engagement. CUSTOMER shall fully indemnify and hold harmless MN25 in any circumstances where it fails to provide for any Artist
perform at the Engagement, for any reason;
17.7 Without prejudice to any of MN2S's other rights and remedies under this Agreement, in the event that CUSTOMER Is in breach of its
obligations under this Agreement, MN25 sha'I be entitled to suspend its obligations under this Agreement until such time as the breach is
remedied.
18. TERMINATION
18.1 Unless provided otherwise in this Agreement, either party may terminate this Agreement at any time by giving notice in writing to the
other party if: (1) the other party commits a materal breach of this Agreement and such breach is not remediable; (ii) the other party
commits a material breach of this Agreement which is not remedied within thirty (30) days (five (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 rema"ns unpaid within five (5) 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 't is entitled;
18.2 MN25 may further terminate this Agreement if CUSTOMER brings MN25 or Artist into serious disrepute, or if CUSTOMER is convicted of an
offence involving negligence, fraud or d'shonesty, or is prevented from performing its obligations;
IS.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
avoiding, any event or procedure which: causes it to cease business; concerns bankruptcy or an inabifty 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 creditors, issuing an application at court or
City of Round Rock - Montell lordanOld Settlers Park06192021
filing any notice at court, receiving any demand for repayment of lending facilities, or passing any board reso ution authorising any steps
to be taken to enter into an insolvency process;
18.4 On termination all outstanding invoice and other sums owed to MN2S by CUSTOMER shall be paid within thirty (30) days of termination or
of receipt of a valid VAT invoice;
18.5 Termination or expiry of this Agreement shall not affect any accrued rights and iabilities of either party at any time up to the date of
termination, and clauses which by their nature are intended to survive termination shall do so;
18.6 Subject to applicable law and except as otherwise provided for in this Agreement, MN2S shall have no Jabillty to CUSTOMER for damages,
special or punitive compensation or otherwise by reason only of the termination of this Agreement.
19. DISPUTE RESOLUTION
19.1 If any dispute arises between the parties out of, or in connection with, this Agreement, the matter shall be referred to the MN2S Contact
or CUSTOMER Contact (as applicable), and the parties shall use reasonable endeavours to resolve it. If the dispute is not resolved within
thirty (30) days of the referral being made, the parties shall resolve the matter through mandatory arbitration.
19,1 All disputes arising out of this Agreement or performance of any of the terms hereof shall be subject to mandatory and binding arbitration
pursuant to the rules of the American Arbitration Association and Customer hereby waives and any all rights to commence any action at
law or equity in the applicable jurisdiction hereof. The prevailing party in any arbitration shall be entitled to its arbitration costs and legal
fees. Until the parties have completed the steps referred to in this clause and have failed to resolve the dispute, neither party shall
commence arbitration.
19.3 Nothing contained in this Agreement shall oblige MN2S to commence legal proceedings against any third party in any circumstances.
20. NOTICES
20.1 Any notice given by a party under this Agreement shall be in writing and in English and be sent to the MN2S Contact or CUSTOMER
Contact (as applicable). Notices may be given by email.
21. GENERAL TERMS
21.1 Definitions and interpretation:
"Business Day" means a day other than a Saturday, Sunday or public or bank holiday;
"Intellectual Property Rights" means copyright, patents, know-how, trade secrets, trade marks, trade names, design rights, rights in get-up, image
rights, database rights, chip topography rights, mask works, utility models, domain names and all similar rights and, in each case whether
registered or not_
] 1.2 The following terms where they appear in this Agreement, shall have the meaning as specified above in the Key Terms of this Agreement
above: Accommodation; Additional Schedule Information; Artist; Artist Billing; Artist Services; CUSTOMER Contact; Fee; Hospitality Rider &
Catering; MN2S Contact; Other Artist Requirements; Payment Terms; Performance Date(s)/ Time(s); Performance Duration; Technical
Rider; Travel; Venue; Venue Access;
21.3 In this Agreement: (i) a reference to this Agreement includes its schedules, appendices and annexes (if any); (ii) a reference to a 'party'
includes that party's persona' representatives, successors in interest and permitted designees and assigns; (iii) a reference to a gender
includes each other gender; (iv) 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; (v) a reference to 'writing' or 'written' includes any method of
reproducing words in a legible and non -transitory form; (vi) 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; (vii) a reference to legislation includes V1
subordinate leg slation made as at the date of this Agreement or from time to time under that legislation;
21.4 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;
21.5 Each party shall at the request of the other, and at the cost of the requesting party, do all acts and execute all documents which are
necessary to give full effect to this Agreement;
21.6 No variation of this Agreement shall be valid or effective unless it is in writing, refers to this Agreement and is duty signed or executed by,
or on behalf of, each party;
21.7 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.
21.8 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. MN2S may assign this Agreement or any payments arising hereunder. Notwithstanding the foregoing, either party
may perform any of its obligations and exercise any of 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
City of Round Roc* - Montell JordanOld Settlers Park06191011
omission of its affiliate in relation to its rights or obligations under this Agreement shall be deemed to be an act or omission of that party
itself,
21.9 Each party shall pay all sums that it owes 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;
21.10 The parties are independent businesses and are not partners or employer and employee and this Agreement does not establish any joint
venture, trust, fiduciary 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 an the other party's behalf;
21.11 If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and
enforceability 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 may be necessary to make the provision legal,
valid and enforceable. In the event of such required deletion or modification, the parties shall negotiate in good faith to agree the terms of
an alternative provision;
21.12 No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall
operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power 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;
21,13 Each party shall comply with all laws, enactments, regulations, 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;
21.14 If there is a conflict between the terns 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;
21.15 Except as expressly provided for in this Agreement, a person who is not a party to this Agreement shall not have any rights under this
Agreement to enforce any of the provisions of this Agreement or be deemed a third party beneficiary.
21.16 Subject always to section 19.2 above, this Agreement and any dispute or claim arising out of, or in connection with, it, 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 courts of the State of Florida shall have exclusive jurisdiction to settle any
dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non -contractual disputes
or claims).
22- EXECUTION
2l.1 This Agreement will not take effect until signed by both parties, and where executed in counterparts, shall not be effective until each party
has signed one counterpart and delivered it to the other. Notwithstanding the foregoing in the event that the CUSTOMER has by its
actions evidenced an intention to be bound by the Agreement (including by way of example paid a deposit or part thereof and/or receipt
by MN2S of written confirmation of the booking of the Engagement) then there shall be deemed to be a binding contract in place between
the parties irrespective of whether a signed copy of the Agreement has been returned to MN2S;
22.2 The person executing this Agreement on 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 severa'ly with CUSTOMER.
Agreed by the parties on Wednesday, April 21 2021
Signed --
Print:
For: MN2S Corp.
Date: Wednesday, April 212021
Signed:
Print:
For: City of Round Rock
u
Date! I - a ��'` I
City of Round Rack - Montell JordanOld Settlers Park06192021
Signature page follows...
Electronic signature approved by Stephanie in Legal
CM-2021-118
HELLOSIGN
a Dropbox Company
ACTION REQUESTED
Blayne DeGiovanni (bla ne mn2s.com) has requested
a signature
DOCUMENT
Montell Jordan - Juneteenth Rhythm and Ribs Festival -
Old Settlers Park - Round Rock, TX - USA - Sat 19th June
2021
MESSAGE FROM BLAYNE DEGIOVANNI (BLAYNE@MN2S.COM1
2
ROUND ROCK
TEXAS
City of Round Rock
Agenda Item Summary
Agenda Number:
Title: Consider executing an Artist's Agreement with MN2S Corp for performance at the
2021 Juneteenth Festival.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 4/23/2021
Dept Director: Rick Atkins, Director
Cost: $17,000.00
Indexes: General Fund
Attachments: CONTRACTMontell JordanOld Settlers Park06192021210421Montell Jordan,
MONTELL JORDAN TRACK RIDER, 210421 Sales Order Montell Jordan 8419,
210611 Sales Order Montell Jordan 8420
Department: Parks and Recreation Department
Text of Legislative File CM-2021-118
For more than 13 years, the Parks and Recreation Department has partnered with The Voice Inc. to present
the FREE Juneteenth Rhythm and Ribs Festival at Old Settlers Park. The event includes live entertainment,
health fair, specialty food, retail vendors and more!
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.
Cost. $17000.00
Source of Funds: General Fund
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