CM-2023-105 - 5/19/2023AGREEMENT dated as of 412122 by and between Sean David MSX
(hereinafter "Company") and City of Round Rock (hereinafter referred to as
"Promoter").
ENGAGEMENT.
1. ENGAGEMENT. Promoter hereby engages Company, and Company hereby accepts and
agrees to furnish the services of (hereinafter "Artist") to perform one live engagement to be
performed in Round Rock, Tx (hereinafter "Venue") on 06/17123
(hereinafter "Performance Date") subject to the following terms and conditions:
COMPENSATION.
2. Promoter shall pay to Company full compensation for the services of Artist described
herein with respect to the Performance Date. Promoter shall pay to Company as a flat fee
and total buyout, tax free (i.e., net of all taxes, if any) (hereinafter being referred to as the
"Guaranteed Compensation"). It is understood such Guaranteed Compensation shall be
payable in all events, whether or not Promoter cancels the Performance Date. All taxes
(including income and withholding taxes) required to be paid and/or withheld by local tax
authorities shall be the financial responsibility of Promoter.
Promoter shall have the sole right to all gross receipts derived from the sale of tickets and
shall be solely responsible to pay all Direct Expenses (as hereinafter defined). Any net profits
(or losses) derived (or incurred) in respect of the Performance Date, if any, shall be the sole
property of (or liability of) Promoter and neither Company nor Artist shall have any interest
therein or responsibility therefor.
The Guaranteed Compensation of $5,700.00 in total shall be paid to Company. $2,860.00
shall be paid PRIOR to execution of the performance on the Performance Date, and
$2,850.00 shall be paid on or before 07117123
MERCHANDISING.
3. MERCHANDISING. Promoter acknowledges Company and Artist's right to sell
merchandise at the venue before, during and after the Performance. Promoter shall provide a
designated area from which Company and Artist may sell said merchandise.
SPONSORSHIPS.
4. SPONSORSHIPS. Promoter shall have the right to obtain sponsorships for the
Performance Date subject to Company approval of such sponsors, such approval not to be
unreasonably withheld.
COMPANY'S RESPONSIBILITIES.
5. COMPANY'S RESPONSIBILITIES. Company shall furnish the services of Artist, his back-
up band, if any, and, except as provided in this agreement, the technical personnel to install
and operate the stage, sound and lighting equipment to be fumished by Promoter. Company
60-202-?-l ZD,5
will pay all local expenses. For purposes of the foregoing "local expenses" shall include per
diems for band members and other Company personnel and food for Company's personnel,
as well as phone calls, drinks, and other incidentals (except for amenities at the venue).
PROMOTER'S RESPONSIBILITIES.
6. PROMOTER'S RESPONSIBILITIES. Promoter shall be responsible for internal ground
transportation (including cars, buses and limousines) and trucking costswhen the
Performance is not held in the local area and Artist has flown in. Promoter shall also be
financially responsible for all other Direct Expenses. Prompter shall pay for and secure any
and all event permits, work permits, etc.
Promoter shall furnish, at its sole cost and expense, all facilities, equipment (including the
stage, sound and lighting equipment) personnel, and services which are customarily
furnished by promoters of live productions involving a performer of Artist's stature. Specifically,
PA, LIGHTS, BACKI_INE, 1 - SHURE BETA WIRELESS MIC (OR BETTER) FOR SEAN
Promoter shall also be financially responsible for all Direct Expenses.
"Direct Expenses" shall mean all those expenses actually incurred by or on behalf of Promoter
in connection with the rental of the venues, including, but not limited to, the following: (a)
renting or leasing the concert venues, including the staffing thereof for the performance and all
standard selling commissions, if any, payable to vendors on sales of tickets of admission to
each concert; (b)providing all stage, sound and lighting equipment (e.g., piano, stands, etc.)
which may be required by Company; (c) obtaining comprehensive liability and bodily injury
insurance for the performances; (d) radio, newspaper, television and other appropriate
advertising expenses; (e) all necessary authority and licensing costs, if any; (f) the cost of all
stagehands and sound and lighting personnel who are not being furnished by Company
hereunder.
Promoter shall obtain any permissions or approvals required by the respective governmental
entities or authorities or unions or any other person or entity having jurisdiction over the
concerts and shall obtain all necessary hall permits and other documents required to render
the services contemplated hereunder.
FINAL APPROVAL.
7. FINAL APPROVAL. Company shall have the exclusive control, creative and otherwise,
over the means and methods employed in fulfilling Company's obligations hereunder. Artist
shall have final approval over all creative and other material matters relating to the concert,
and that the Performance will be approximately UP TO 60 MINS in duration. Company shall
have
the exclusive right, in Company's absolute discretion, to designate and change Artist's back-
up personnel. Company shall have the reasonable right of approval as to use of Artist's
name and likeness with respect to all advertising, promotion and merchandising proposed to
be issued or sold in connection with the performance.
REPRESENTATIONS AND WARRANTIES OF PROMOTER.
8. REPRESENTATIONS AND WARRANTIES OF PROMOTER. Promoter represents and
warrants that it is at the present time, or will be, the owner or operator of, or has, or will have,
a valid lease, executed in its own name, upon the places of performance on the date and at
the times set forth in this Agreement, proof of which will be given to Company upon request.
DEFAULT BY PROMOTER.
9. DEFAULT BY PROMOTER. If Promoter refuses or neglects to comply with its material
obligations hereunder or to provide any of the items required of promoter hereunder or fails
or refuses to proceed with the engagement which is the subject of this Agreement and/or to
make any of the payments referred to herein, then in any of such events, (i) Company in
Company's sole discretion, may thereupon terminate this Agreement without liability of any
kind to Promoter, (if) Company shall have no further obligation to perform this Agreement,
(fii) Company shall retain all amounts theretofore paid to Company by Promoter and (iv)
Company shall also be entitled to exercise all remedies then available to Artist at law or in
equity. Without limiting the foregoing, Promoter shall indemnify Company and Artist and hold
them harmless from and against any loss, damage, or liability resulting from any breach or
failure on the part of the Promoter to perform any of its warranties, covenants, or obligations
hereunder,
DEFAULT BY COMPANY.
10. DEFAULT BY COMPANY. Company shall indemnify and hold Promoter harmless from
any loss, damage or liability resulting from any breach or failure on the part of Company or
Artist to perform any of his warranties, covenants, or obligations hereunder.
ANTICIPATORY BREACH.
11. ANTICIPATORY BREACH. If, on or before the date of the scheduled Performance
hereunder, the financial standing or credit of Promoter has been impaired or is
unsatisfactory, and as a result thereof, Promoter's ability to fully perform hereunder is
uncertain or impaired, then Company shall have the right to demand security satisfactory to
Company, to ensure Promoter's ability to perform hereunder and to pay sums in excess of
the Guaranteed Compensation anticipated hereunder. If Promoter falls or refuses to furnish
such security forthwith. Company shall then have the right at its sole and exclusive option, to
cancel this Agreement.
FORCE MAJEURE.
12. FORCE MAJEURE. In the event of sickness or of accident to Artist or if a performance is
rendered impossible, or unfeasible by any act or regulation of any public authority or bureau,
civil tumult, strike, epidemic, interruption in or delay of transportation services, war
conditions, emergencies, act of God, or any other cause or causes beyond the control of
Promoter, Company and Artist, whether of a similar or dissimilar nature (any of such events
being hereinafter referred to as a "Force Majeure"), it is agreed that there shall be no claim
for damages by either party to this Agreement; each party shall bear its own costs; and any
Guaranteed Compensation paid to Company and attributable to any such canceled concert,
computed in accordance with the following sentence, shall be returned to Promoter; and
Promoter's and Company's obligations as to the performance affected shall be deemed
waived.
CANCELLATION.
13. CANCELLATION. Purchaser agrees that Artist may cancel the engagement hereunder,
at Artist's sole discretion, by giving Purchaser notice thereof at least 30 days prior to the
commencement date of the engagement hereunder.
REPRODUCTION OF PERFORMANCES.
14. REPRODUCTION OF PERFORMANCES. No portion of the performance rendered
hereunder may be broadcast, photographed, recorded, filmed, taped, or embodied in any
form for any purpose of reproducing such performance for commercial purposes without
Company's prior written consent.
PURCHASER ASSUMES LIABILITY.
15. PURCHASER ASSUMES LIABILITY. Except as otherwise herein specifically provided,
Purchaser hereby assumes full liability and responsibility for the payment of any and all cost,
expenses, charges, claims, losses, liabilities, and damages related to or based upon the
presentation or production of the show or shows in which Artist is to appear hereunder.
MODIFICATION OF CONTRACT.
16. MODIFICATION OF CONTRACT. It is understood and agreed that the contract may not
be changed, modified, or altered, except by an instrument in writing by the parties, signed in
accordance with the laws of the State of Louisiana. Nothing in this agreement shall require
the performance of any act contrary to the law or to the rules or regulations of any union,
guild, or similar body having jurisdiction over services of Artist or over the performances
hereunder. This is the sole and complete agreement between the parties with respect to the
engagement. Nothing in this contact shall be construed to constitute the parties as a
partnership or joint venture.
INDEMNIFICATION.
17. INDEMNIFICATION. Promoter agrees to indemnify and hold harmless Producer/Artist
and its employees, contractors and/or agents from and against any claims, costs (including
attorney's fees and court costs), expenses, damages, liabilities, losses, or judgments arising
out of, or in connection with, any claim, demand, or action made by any third party, if such
are sustained as a direct or indirect consequence of the Engagement.
B. Promoter shall also indemnify and hold harmless Producer/Artist and its employees,
contractors and/or agents from and against any and all loss, damage and/or destruction
occurring to its and/or its employees', contractors', or agents' instruments and equipment at
the place of the Engagement, including, but not limited to, damage, loss, or destruction
caused by act of God.
CHOICE OF LAW FORUM.
18. CHOICE OF LAW FORUM. This agreement shall be deemed made and entered into in
Texas and shall be governed by all of the laws of such state applicable to agreements
wholly to be performed therein.
�rd�s
.____ Date: 0 5111 123
(Promoter)
SEAN ARDOIN Date: 05/04/23
(Company Representative- Sean Ardoin)
10'*-
ROUNDK
XAS
City of Round Rock
Agenda Item Summary
Agenda Number:
Title: Agreement with Sean David MSX for Juneteenth Event at Old Settlers Park on
June 17, 2023.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 5/19/2023
Dept Director: Rick Atkins, Parks and Recreation Director
Cost: $5,700.00
Indexes: General Fund
Attachments: Sean David MSX Contract
Department: Parks & Recreation
Text of Legislative File CM-2023-105
Agreement with Sean David MSX for Juneteenth Event at Old Settlers Park on June 17, 2023.
Cost: $5,700.00
Source of funds: General Fund
City of Round Rock Page 1 of I