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HomeMy WebLinkAboutIya Terra 2020-06-21COU No. ARA D;aS I i t t I i AGE N, 4i74 1 FsrFa w tfT--iv r.: _l F—fRfv,G4 93440_ I 31 %54E89 837-375-2623 NY U(f#1010S14-6GA i CA LfCN rA000206953 _ Wednesday,March 18,2020 Sage Sangiacomg City of Ukiah 300 Seminary Dr. Ukiah,CA 95482 Dear Sage, Changes have been made to the contract for: IYA TERRA Ukiah Sunday in the Park Todd Grove Park 600 Live Oak Avenue Ukiah,CA 95482 Sun,Jun 21, 2020 Description of changes: The ENGAGEMENT/VENUE text will now read as follows: DATE OF SHOW: Sunday,June 21,2020 Please sign or have the appropriate person sign this letter as confirmation of your acceptance of the changes made. Sincerely, P-IRCHASER APPROVAL Ira Goldenring Sage Sangiacoma Paradigm Talent Agency City of Ukiah BEVEND WILLS V4:)NT NEW-rOik+; W....r.-«...-n—n....u-.«...--• ti-^....-....i.-....s.r-. - ram..-..---..........-._...r_.` ' ... COU N0. lgao- 233 45 r.k.:•i-r PERFORMANCE CONTRACT I # 266061 ( PAGE 1 OF 4p4 WESTFnvrrcUM 5r- dot/f6 Y Ci4 4194Ai 831-375.4899, 1 all-375-7673 mx L Ny LfC*IOJOS14+DC.41_CA 11 1A00020C,9 3 r-f:r-d' ,tea- Jiya',Ter a el is '5u ay i—kM P'alrk uki`it. Tue,,711n t; d WITM Ira Goldenring IGoldenringpparadigmagency.cwn TH[S PERFORMANCE CONTRACT Is dated Thursday,March S, 2020 by and between IYA TERRA("COMPANY"),which shall furnish the services or Iya Terra("ARTIST"), and CITY OF UKIAH("PURCHASER")for the engagement listed below on the terms and conditions set forth In this Agreement. This Performance Contract between COMPANY and PURCHASER consists of this principal agreement together with the Additional Terms and Conditions, ARTIST'S RIDER (If any) and any other exhibits and addenda which are attached hereto and incorporated herein by this reference(collectively,this"Agreement"), For good and valuable conslderatlon,the receipt and sufficiency of which IS hereby acknowledged,PURCHASER and COMPANY herebyagreeasfollows: 1 ENGAGEMENT J VENUE: VENUE: Ukiah Sunday In the Park(the'Vanua') ADDRESS: Todd Grove Park 600 Live Oak Avenue Ukiah,CA 95482 United States DATE OF SHOW: Sunday,)une 14,2020 the'Date of Engagement') DOORS: 5:00PM SUPPORT: 6:00PM-6:3011M ARTIST TIME: T8D,Per Mutual Agreement CURFEW: 9:00PM AGES Al Ages ANNOUNCE: 04.01.2020 Wed 2 COMPENSATION: 10,000.00 guaranteed t,)AR'1;(che'Guarantee"). PURCHASER to provide Ind vay for cateiing.hotels,and all ARTIST rider requirements,all as spedfled and approved by ARTIST. Rain or Shine. 3 PAYMENT TERMS: r a} 1 f PURCHASER shall pay$5,000.00 to PARADIGM TALENT AGENCY,LLC no later than PURCHASER shall pay 5 5,000.00 to the ARTIST,Iya Terra no later than Sunday,June$4,2020(the'Balance) +( i t I. All payments shall be payable by bank wire to. ro+ - L*Kr el14 AjL PARADIGM TALENT AGENCY,_LC CITY NATIONAL BANK ID— 141 e r{4+• ACCT:113264764 Beverly Hills,CA ABA:122016066 SWIFT CODE:CINAUS61 The balance of the Guarantee s-%all be paid to and In the name of ARTIST COMPANY by cash or check not later than the evening of the Engagement if the percentage of gross ticket receipts exceed the Guarantee,the overage amount due shall be paid in full to ARTIST COMPANY In cash or check or bank wire(as designated by ARTIST COMPANY)directly preceding the Engagement. 4 PRODUCTION: PURCHASER to provide and pay for First Class Festiva Sound and Lights+approved by ARTIST. 5 OTHER PROVISION(S)t SUPPORT: PURCHASER to provide and pay for Support Act(TBD),subject to ARTIST approval. 6. BILLINGI Performance Contract 266061.pdf page 1 of 3 PARA01061 rA;ENT AGENCY PERFORMANCE CONTRACT I # 266061 1 PAGE 2 OF 3 404-W=FRMWN-57-1 M0NMIfr-CA-93940 1-WI-375_4869 { 631 375 2623- I NYLfCiP-1010614-DCA-1-G!-ICt YA000206953 37. Ira Go:denring IGoldenring@paradigmagcncy.com 100%Festival Headline IYA TERRA to close/Support Act(TBO)/ 7. TICKET SCALING AND PRICES: DESCRIPTION QUANTITY COMP PRICE TOTAL Free Event 5,000 0.00 0.00 CAP:5,000 TOTALS: 5,000 0 4 0.00 GROSS POTENTIAL 0.00 NET POTENTIAL SCALING NOTES Free Event B DEDUCTIONS: DEDUCTIONS ExC/111C PRICE _TYPE TOTAL N/A" S 0.00 9EDUMONS 9- TAXES: TAXES AMOUNT TYPE TOTAL 0.00 TAXIS Ic. MERCHANDISE: Soft: 100/0 Hard: 100/0 ARTIST Sells 1, CONTACT DETAILS: ARTIS": Iya Terra Iva-e,ra PROMOTER Ukiah Sunday In the Park Todd Grove Park 600 Live Oak Avenue Ukiah,CA 95482 Carter Grissom 707 467-5766 hi ghesNlhrationmuslcl8yahoo-tom PURCHASER: City of Ukiah 300 Saminary Or UWah.CA 95482 Sage Sahgiacomf VEN.IE CONTACT: Saga Sanglacomd CONTRACT ADMIN Ukiah Sunday In the Park Todd Grove Park 600 Live Oak Avenue Uldah,CA 95482 aka Burgess 707.463.6201 IhurgessOckyofukiah Tom PRODUCTION COMPANY OR Ukiah Sunday In the Park PERSON: Todd Greve Park five Live Oak Avenue Ukiah,CA 95482 XeUh Gaudette 707.391.303a ceirsDpadric.net MARKETING CONTACT:Ukiah Sunday In the Park Todd Gme Park 600 Live Oak Avenue Ukiah,CA 95482 Performance Contract 266061.pdf page 2 of 3 FAR A DIG+d TALENT Ar,:NCY PERFORMANCE CONTRACT ! #266061 1 PAGE 3 OF 3 404 WEST FiuNx[r8 ST. I MOMMEY G4 43940 831-375-4889 832-375-2623 FAN NY LICE 1010614-OCA CA L C0 TA000206953 op 11111 Ire Goldenring r IGoldendn90paradigmagertry.com Sake Burg"I 707-463-6201 Jburgess@ckymr Mah.com 12. SPECIAL PROVISIONS; HOTEL PROVISIONS: When provided by PURCHASER,hotel accommodatlons must be,at the minimum,Four-Stars and approved In advance by ARTIST management. ARTIST PROVISIONS: All marketing/advertising materials and usage of ARTIST name or likeness mist be approved by Management prior to distribution. SIGNAGE/SPONSORSHIPS: ARTIST does not permit any s gnage of any kind In the venue performance area unless otherwise stipulated by ARTIST,in writing.0 JO W 3 j4nrK1 Gyr J ^ ARTIST does not allow any sponsors of any kind to be mentioned In any advertising other than calendar/strip ads"unless otherwise stipulated by ARTIST,in writing,In addition,ARTIST does not permit any sponsors to be mentioned In any ticket text or any other media relating to this engagement without express written consent by ARTIST.There shall be no use of the name, I keness,voice,biography or otherwise of ARTIST In any manner whatsoever that suggests or Implies the endorsement by ARTIST of any product or service. 13. A rrACHMENTS: The Add'tional Terms&Condit ons,Artist rider,and any Company addenda attached hereto form a part of this Agreement and are Incorporated herein by this reference. IN WITNESS WHEREOF,the parties hereto have executed th-s Agreement as of the date first above written. IMPORTANT: ONE COMPLETE COPY of this contract and rider,signed by the PURCHASER, must be received by Paradigm Talent Agency via email,fax,or mail,no later than Friday,March 6,2020. PURC.-..- a F ASER COMIAYUF city of Ukiah IYa Terra 300 seminary PT Ukiah CA 95482 Federa-Tax 110; Signature; signature: Print Name: Ryan Owens Print Name. rl.l>c. •f _ _.-., T'itlelPosition: Manager ttlefPosition; iF-1_ Performance Contract 266061.Pdf page 3 of 3 Exhibit 'PARADIGM ADDITIONAL TERMS & CONDITIONS Ash herein,the Lem"Company"shag have the same meaning as the term Wt ompany"'asdefined in the facing pages of this Agreement. 1. VENUE: 1.1 Under no c'rcumstances may the Purchaser change the Venue for the Date of Engagement without Agent's or Company's prior written consent, which may be withheld in Agent's or Company's sole discretion, as applicable.Notwithsiand ng anyth'ng to the contrary contained herein,a change of Venue by the Purchaser in the absence of such consent shall constitute a material breach of this Agreement and Purchaser shall be liable for the full amount of Compensation due hereunder regardless of the date on which such change takes place. 1.2 In addition to Venue,Purchaser hereby agrees to prow de all necessary permits and licenses required by all applicable laws for purposes of lawfully conducting the Event. Unless otherwise agreed to by Agent In writing prior to the Bate of Engagement,it Is hereby acknow'edged and agreed that Artist shall perform in the primary main)featured performance area of Venue. 2. DATE(S)OF ENGAGEMENT: 2A Artist's appearance on the Date of Engagement (hereinafter, the "Performance"), together with all other performances at the Venue on the Date of Engagement, is hereinafter collectively referred to as the"Event." Unless otherw se expressly agreed in writing by Agent,Purchaser may not make any announcements regarding the Performance contracted for hereunder until Company has received the Initial deposit set forth In the paragraph titled"Payment Terms"of the Facing Page(s)of this Agreement and written authorization from Agent that such an announcement may be made. In the event that Purchaser breaches the terms contained in the foregoing sentence,Agent or Company may elect to Immediately terminate this agreement upon giving written notice to Purchaser,without prejudice to any rights or claims Agent or Company may have.In the event of such termination, Company shall be entitled to retain any payments previously made by Purchaser hereunder and shall have no obligation to furnish Artist to perform on the Date of Engagement. 2.2 Purchaser hereby acknowledges that,except as otherwise expressly set forth herein,each and every Deposit payment made hereunder is non-refundable.Contemporaneous with payment of the Deposlt(s)hereunder and subject to the terms of paragraph 4.1 herein below,Purchaser Is being granted the limited right to immediately exploit artist's approved name,Image and logo(hereinafter,the"NIL Rights")solely for purposes of advertising, marketing and promoting the Event and the sale of tickets with respect thereto.Purchaser further acknowledges that the aforesaid grant of NIL Rights constitutes a value in consideration of the payment of any and all monies paid to Company hereunder prior to the Date of Engagement. For the avoidance of doubt,except as otherwise expressly set forth in writing between the parties hereto, the NIL Rights granted hereunder shall immediately revert to Company upon the earlier of(a) completion of the Performance, (b) material uncured breach of the Agreement by Purchaser,(c)cancellation of the Performance,or(d)termination of this Agreement by either party In accordance with the terms hereof. 3. TICKET PR jy,> 3.1 Notwithstanding Ing to the contrary contains rein,and for the avoidance of doubt,Purchaser shall be solely responsible for pay t of all taxes Qncl ' g,without limitation,state and local sales taxes)associated with the sale of tickets for the Ev 3.2 Purchaser shall not charge a surc tax,or fee of any kind In addition to the ticket price stated herein. 3.3 Purchaser shall not Increa or decrease a tic rice,nor charge a fee based on an age differential,without prior agreement between P haser and Agent. 3.4 Intentionally Omi . 3.5 Subject alw to the applicable data protection legislation, Purch shall make the Database available to Company fr charge."Database"shall mean all statistical and demograp data gathered In connection with Page 1 of 9 purchaser Initials Company Initials ticket sales for the Performance,including,without limitation,e-mail addresses of purchasers of tickets for the Performance. 4. LINE-UP,BILLING.AND PROMOTION: 4.1 (a)Purchaser shall obtain the approval of Agent by a-maii over all advertisements and promotional material Including flyer design)using the Artist's name,likeness and/or logos prior to producing and/or disseminating any such materials, b)In respect of the Date of Engagement hereunder,Artist shall receive mutually agreed upon festival billing with respect to all artist performances taking place at the Venue on all materials distributed by Purchaser to press and public.Artist shall be billed in no other way without the prior written consent of Agent. c)Purchaser must use Artist's NAME/IMAGE/LIKENESS/LOGO template(hereinafter,the`NIL Template")In all Event advertising(including,without limitation,poster,flyer,Internet,radio,TV,and print advertising).The NIL Template shall be provided by Agent promptly following execution of this Agreement. d)intentionally Omitted. e)Purchaser acknowledges and agrees that the Artist's name or likeness may not be connected In any way with any form of sponsorship or endorsement of any kind, including but not limited to commercial and political, without the prior written consent of Company. Without limiting the foregoing, there shall be no sponsorship branding on the stage on which the Performance takes place without Agent's prior written approval,which may be withheld in Agent's sole discretion. 4.2 (a)Intentionally Omitted. b) Company reserves the right to be meaningfully consulted the performing artist who will perform immediately prior to and/or immediately after Artist's set time. 4.3 (a)Purchaser shall use best efforts to adequately promote the Performance by manufacturing and sending announcements,displaying posters, placing advertisements and by utilizing all other promotional methods that are standard practice In the industry.The costs of promotion shall be borne solely by Purchaser. b)Any materials made available to Purchaser by Agent or Company,including,without limitation,materials embodying Artist's name,Artist's image and/or logo,and any other Intellectual property owned or controlled by Artist(hereinafter"NIL Materlalsy shall be used solely in connection with promotion of the Performance on the Date of Engagement and shall remain the property of Company or Artist,as appl cable. Company shall have approval over each use of the NIL Materials hereunder.In the event that Company determines,in Company's sole discretion, that any use of the NIL materials may adversely affect Company, Artist or Company's or Artist's Intellectual property rights,as applicable,upon receipt of Company's written notice of the foregoing, Purchaser will use best efforts to Immediately discontinue dissemination of the promotional materials identified In said notice and shall promptly destroy the unused materials or return them to the requesting party at Purchaser's sole cost and expense. 5. PRODUCTION: 5.1 Purchaser shall provide and pay for all mutually agreed upon production elements at no cost to Artist. Purchaser hereby warrants and represents that the level of production of the Event and a I elements thereof shal be commensurate with Artist's stature In the musical artist market,and shat;be appropriate for the size of the Venue, as determined by Company's Representative. For the avoidance of doubt, unless otherwise expressly agreed In writing between the parties hereto,Purchaser shalt be responsible for any and all production costs. 5.2 In the event of a breach of paragraph 5.1 herein above, without I:miling any other rights and remedies Company may have under this Agreement,Company shall @ have the right to refuse to furnish Artist to perform on the Date of Engagement and CI)shall be entitled to retain any payments previously made by Purchaser hereunder. 6. COMPENSATION: Page 2 of 9 Purchaser Initials [ Company Initials 6.1 (a)Company hereby directs and authorizes Purchaser to make all payments due hereunder as directed in the Payment Terms of the facing pages of this Agreement. b) Such payment as aforesaid shall be-made as-an accommodation-to Company-and nothing herein contained shall constitute Agent as a beneficiary of or party to this Agreement.Such payment to Agent shall constitute payment to Company for all purposes of this Agreement and Purchaser will have no liability to Agent by reason of any erroneous payment Purchaser may make or failure to comply with such authorization. Company hereby indemnifies and holds Purchaser harmless against any claims asserted against Purchaser by reason of any such payment made pursuant to the terms of this paragraph 6.1(b). 6.2 Company reserves the right to have Agent renegotiate the terms of compensation set forth In the paragraphs titled"Compensation"and"Payment Terms,"respectively,of the Facing Page(s)of this Agreement in the event that attendance at the Event exceeds the"Capacity"amount set forth In the paragraph titled"Ticket Scaling and Prices"of the Facing Page(s)of this Agreement. 6.3 Intentionally Omitted. 6.4 Intentionally Omitted. 7. TAXES AND VISAS: 7.1 Purchaser shall pay for any and all taxes(excluding any income or Non-resident Withholding Tax that may be owed by Company),which may become due in connection with the Performance. For the avoidance of doubt Purchaser shall be responsible for any airport arrival and departure taxes Incurred In respect of Artist and Arfist's guest's travel.Purchaser shall not offset any expenses or taxes of any type against the Guarantee hereunder, 7.2 Notwithstanding anything to the contrary contained herein,Company's federal non-resident withholding tax amount hereunder may not exceed the required amount established by the applicable tax authority. Purchaser must make withholding payments to the U.S.Internal Revenue Service and any other applicable state and/or local tax authority(individually and collectively,the"Tax Authority")In accordance with the terms of applicable law,but In no event later than thirty(30)days from the Date of Engagement.Purchaser shall promptly provide Agent with wire confirmation evidencing that Purchaser has withheld and paid over to the Tax Authority in a timely manner the requisite amount. In the event that Purchaser is in breach of the terms of this paragraph 7.2 and falls to remedy such breach within five(5) business days of receipt of Company's written notification of such breach, Company shall have the right to Immediately terminate this Agreement by written notice to Purchaser(the Termination Notice-)and any and all rights granted to Purchaser hereunder(Including,without limitation,rights of exclusivity)shall be immediately revoked. In the event of any such termination,within five(5)business days of Purchaser's receipt of the Termination Notice,Purchaser shall pay to Agent the balance of the Guarantee and Agent shall become the withholding agent with respect to the Date of Engagement.Without limiting the foregoing, Purchaser shall be liable for any and all penalties assessed by the Tax Authority against Company and/or Artist for Purchaser's failure to make timely payment to the Tau Authority of amounts required to be withheld hereunder. 7.3 Under no circumstances may Purchaser make cash payments under this Agreement. Purchaser hereby acknowledges that()Agent will not accept cash deposits as payment hereunder and(il)any cash payments made In violation of the foregoing provision will be forfeited to Agent and not be deemed to be compensation to Company or applied to offset any payments due to Company hereunder. 7. a responsible for obtaining and a ' or permits and visas U.S.work permits excluded) required for is st's crew to work legally In country of performance on the pate ag ch shad be valid or ountry of psrf er shall be responsible for paying for any additional costs incurred In obtaining a visa, Incl ding but not limited to courier fees,travel and accommodation expenses,and tax[fare. B. MERCHANDISE: 8.1 Purchaser hereby gives permission to Company to sell merchandise and other Artist-related products before, during and after the Performance.Purchaser shall receive the mutually agreed upon commission with respect to such sale of merchandise or other Artist-related products hereunder. 8.2 Intentionally Omitted. Page 3 of 8 Purchaser Initials 4 _ Company Initials 9. EQUIPMENT AND HOSPITALITY: 9.1 (a)Purchaser agrees to setup an appropriate performance area that is free from Interruption. b) Purchaser hereby agrees to provide, at Purchaser's sole cost and expense, a first-class sound and lighting system,to Include the equ pment and techn-cal specifications set forth on the Artist R der, e uipment for de nsure ro functianiny Boa-tfie re of Engagement prior to the Perfo n , gen and Artlst from any liability resulting from damag equipment arising at any time before,during or aWdrth944u1aUanco hereunder, excepLW-reifpect of damage caused by any intentional act or omission by Artist or Artist's gross m ct. d) At any time and without prior notice,Company shall have the right to cancel or shorten the Performance hereunder if, in Company's reasonable business judgment, Purchaser has failed to adhere to the requirements set forth herein in respect of the equipment or if the equipment fats to function properly on inspection or during the Performance. 9.2 Purchaser shall provide Artist with a clean and comfortable dressing room or exclusive tra ler area conforming to the specifications set forth on the Artist Rider. 9. have the right to invite the number of guests referred to as" ps"in the paragraph titled'Ticket Scaling anjMcoeia acing Page(s)('Artist a attend on the Date of Engagement, and each of Artist's Guests shall be given act anus free of charge.Company's list of Artist's Guests will he honored throughout the entir ngagement ro closing.The Agent's guest list shall not be dad fro. guest allotment set forth in this paragraph 9. 10. RECORDING: 110,1 Company's Recording: Purchaser hereby acknowledges and agrees that Company and/or anyone engaged, authorized,employed or supervised by Company,may photograph,video tape,and/or otherwise record,reproduce and distribute such recordings of the Event Including the Performance hereunder('Recordings'),in whole or In part,in any manner or media, and any such Recordings from the Inception of recording thereof, and all copies manufactured therefrom, together with the images and/or performances embodied thereon, shall be the sole property of Company or Company's designee,as applicabb('Copyright Holder'),throughout the world,free from any claims whatsoever by Purchaser or any third party(including,without limitation,Purchaser's affiliates.partners,Investors and the Venue owner) ("Third Party"), and Copyright Holder shall have the exclusive right to copyright such Recordings In its name as the sole and exclusive owner and author thereof and to secure any and all renewals and extensions of such copyright. Neither Company, Artist nor Company's or Artist's des gees shall have any obligation to obtain permission from or prov de credit to Purchaser,except as otherwise required by law.For the avoidance of doubt,Company shall be solely responsible for the following In connection therewith,(a)any and all costs and expenses,including without limitation,additional labor costs that Company may Incur In connection with the Recordings(all of such costs and expenses being specifically excluded from show costs and expenses);(b) any and all liabilities;and(c)any and all appropriate third party clearances,authorizations and approvals. 10.2 Other Recordings: a) Purchaser warrants that Purchaser shall not,nor shall Purchaser,authorize others to photograph,video tape,record or otherwise reproduce Artist's likeness or image In any manner,nor shalt Purchaser record in any medium)or broadcast(via any means,including,without limitation,radio or Internet),or authorize others to record or broadcast,any portion of the Performance without Company's prior written consent, which may be withheld In Company's sole discretion, as applicab:e. If It becomes evident to Artist or Company that any of the foregoing prohibited activities is occurring during the Event, Artist may discontinue Artist's Performance immediately and neither Agent.Artist nor Company shall be ob igated to return any monies previousy paid by Purchaser under the Agreement. b) Purchaser warrants and represents that Purchaser will use Purchaser's best efforts to prevent the recording,by any means or media,and disseminat'.on of the Performance hereunder except as otherwise expressly permitted herein. Page 4 of s Purchaser Initials Company Initials c)Purchaser will be liable to Company and Artist for any loss, damage or expense(including reasonable attorneys'fees)Incurred or suffered by Artist as a result of a breach of subparagraphs 10.2(a)or 10.2(b) herein above.For the avoidance of doubt,except as otherwise expressly permitted in writing by Company, Purchaser shall be strictly liable far enl+ damage suffered by Company o Artist_as a result of(1)the aviation of srrunauthor€zed'n?cordIng of prttst'$`p r[aYrr t h'dMunderr y means of f esund-sound artist equipment,monitors or any other part of the Venue's audio-only and audio/visual installation,and(2) the dissemination of any such recording, 1 t. CANCELLATION: 11.1 Company Cancellation of Performance; a)Without prejudice to any rights,claims or remedies Company may have under this Agreement at law or:n equity,in the event that Purchaser breaches any term of this Agreement and such breach is not cured!n accordance with the terms of paragraph 14.1 herein below.Company shall have the right to immediately cancel this Agreement.Such breaches include,but are not limited to,the following: I) Purchaser does not make timely payment to Agent any amount due as set forth on the Facing Page(s), of this Agreement herein above or otherwise materially breaches the terms of this Agreement,including, without limitation, as contained in the paragraphs titled "Compensation" and "Payment Terms," respectively, of the Facing Page(s), or fails to perform any material obligation required of Purchaser hereunder; Ii) On or before the bate of Engagement, Purchaser has failed, neglected or refused tokperform any contract with any other performer for any earlier engagement and,following reeeipi of Company's written demand therefor,Purchaser fails to promptly make full payment of the Guarantee due hereunder;or iii)Agent,in its sole discretion,determines that Purchaser is unable to pay its debts as they become due in the ordinary course of business;or v)A voluntary or involuntary bankruptcy petition is filed by or against Purchaser, Purchaser goes into compulsory liquidation,makes an assignment for the benefit of creditors,is in receivership or makes any composition with creditors. b) In the event of any cancellation by Company under 11.1(a)herein above, i) Neither Agent,Company, nor Artist shall be obligated to refund any payments made by Purchaser hereunder prior to the date on which cancellation takes place, nor shall Agent, Company nor Artist have an obligation to mitigate with respect to amounts owed by Purchaser hereunder; i) Purchaser shall remain liable to Company for the full amount of the Guarantee; ii€) Company shall have no obligation to furnish Artist to perform for Purchaser hereunder and Company may contract with one or more third parties for Artist to perform for such third party(ies)on the Date of Engagement;and v) Neither Company, Agent nor Artist shall be liable to Purchaser for any costs or losses of any kind whatsoever suffered by Purchaser as a result of such cancellation. 11.2 Purchaser Cancellation of Performance: If,for any reason(including,without limitation,a cancellation under paragraph 11.3 herein below),Purchaser cancels the Performance following the date of execution hereof,Purchaser shall remain liable to Company for the full amount of the Guarantee due hereunder. 11.3 Cancellation of the Performance due to Force Majeure Event: a) Notwithstanding anything to the contrary contained herein,the Performance may be cancelled by either party due to cause(s) beyond the reasonable control of the parties hereto that would render the Performance hereunder Impossible or make conditions for the Performance hazardous.Such causes shall include, but not be limited to: acts of God; weather, acts of war; riot; fire; explosion; accident; flood; sabotage or terrorist act;transportation failure or delay;governmental or court ordered laws,regulations, requirements,orders or actions Including those related to communicable diseases,epidemics,pandemics or other dangers to public health; injunctions or restraining orders;strike(s)or injunction (provided that neither party shall be required to settle a labor dispute against its own best judgment),technical failures Page 5 of 9 Ochaser initials Company Initials . beyond the reasonable control of the parties hereto,or other causes of a similar or different nature beyond the reasonable control of the parties hereto(hereinafter'Force Majeure Event'). Neither Company,Agent nor Artist shall be held liable for any losses, costs or damages whatsoever suffered by Purchaser due to Artist's failure to perform as a result of a Force Majeure Event. b) (Q1 n the event that the Performance is cancelled due to a Force Maleure Event,regardless of whether or not the Artist is ready and willing to perform,within ten(10)days of the cancelled Date of Engagement,one hundred percent(100%)of the deposit shall be returned to the Purchaserand neither Purchaser nor Artist shall have any further liability or obligationto each other under this Agreement,including,but not limited to,all or anyother portion of the Guarantee. ii)in the event the Performance is cancelled pursuant to a Force Majeure Event that renders Artist unready and/or unable to perform,Company shall be entitled to retain or receive,as applicable,within ten(10)days of the cancelled Date of Engagement,fifty percent(50%)of the Guarantee. 11.4 Cancellation of the Performance due to Incapecttating Illness or Accident to Artist, In the event of an incapacitating Illness or accident to Artist or essential crew member or the death or terminal Illness of a member of Artist's family that prevents Artist from being ready,willing and able to perform a Date of Engagement hereunder,it Is understood and agreed that p)Artist shall not be required to perform the scheduled engagement(s),(ii)neither Company,Agent nor Artist shall be liable for any costs or losses of any kind whatsoever suffered by Purchaser and (ill) Purchaser agrees to release Company, Agent and Artist from any liability with respect thereto.Unless otherwise expressly agreed in writing between the parties,in the event of cancellation by Company under this paragraph 11.4,Company shall return to Purchaser within ten(10)business days following the Date of Engagement,all sums received by Company under this Agreement less Artist's bona fide reasonable out-of-pocket expenses 1,%;uryc, it nnest-on 11.5 Company warrants and represents that Company has accepted this engagement in L^ J faith and will use Company's reasonable good faith endeavors to cause Artist to fulfil Artist's obligations hereunder. 12. SECURITY AND INSURANCE: 12.1 (a)Purchaser shall be solely responsible to provide a safe environment for the Event including regarding the staging, stage covering, electrical grounding, supervision and direction of the Performance, and adequate security,so that the Performance and all persons and equipment are free from adverse weather and other unsafe conditions,situation and events("Dangerous Conditions"). Dangerous Conditions may Include but not be limited to recent acts of violence, riots or political unrest;faulty or insufficient electrical power; Inadequate or unsafe staging; inadequate crash barrier; raln penetration or any other hazardous condition which, In the reasonable opinion of the Company or Artist, may result in damage or injury to Artist or Artist's equipment, or to anyone engaged or furnished by Artist, or to any other persons or equipment for whom or which Artist may be held responsible. Company and Artist shall not have any liability for any damage or injury caused by such Dangerous Conditions,except to the extent such is solely and directly caused by Company's or Artist's negligence or willful misconduct. rG 4NNrtir.bty b)Notwithstanding anything to the contrary contalned erein,Company reserves the right to decline to furnish Artist perform if,Company conditions at the Venue to be Dangerous Conditions.In the event that the Performance is cancelled due to Dangerous Conditions (as defined in paragraph 12.1(a) herein above), Purchaser shall be obligated to pay Company one hundred percent(100%)of the Compensation due in connection with the Performance cancelled. c) Purchaser will provide and pay for an adequate number of sober, able-bodied and clearly identifiable trppefeeslepial GDOWAlly PeFOOM for the scale of the Event and In accordance with the terms of the Artist Rider Security must ensure safety of Artist, Company's and Artist's equipment, personal property, Artist's crew and vehicles for the duration of the Artist's stay at the Venue(including,without limitation, the parking facilities and surrounding grounds). 12.2 aser agrees to provide public and general liability insurance coverage(including iauWoW and comp7dhena4teLto protect against any claim for personal Injury or pro amage or otherwise D brought by or on beh- thlyd party, person,firm or corporati result of or in connection with the Date of Engagement, includln nsequence of th ation and/or operation of the equipment provided by Artist. In addition, It is agreed aser shall maintain In effect a policy of workmen's compensation insurance covering s employees r personnel who are Involved in the Installation,operation and enance of the equipment provided er. The Purchaser further agrees to provid urance coverage for all equipment provided by Artist or Art s ts,contractors and employees against fire, theft, riot or any other type of act that would cause harm amage to Page 6 of g Purchaser Initials Company Initials qulpment. Without limiting the foregoing, Purchaser shall also secure and maintain a commerc ily s dard event cancellation insurance policy for the Event which does not exclude cancellation for -orce Me re Event or an Inclement weather cancellation,except for the following exclusions:acts of ;failure ,( of me s of transportation;terrorist act;.governmental or court ordered laws,permitting,zonl. ,IicQnging or-other Imunlclpai/statelparish-fssues;-or-othercommercWly reasonable-exclusfons, tracer shwi supply Age with certificates of insurance showing coverage of the above at least ten( days prior to the show date. ever,If said certificate Is not received by Agent prior to the above d e,then Company at Company's ale. n may terminate this Agreement. If Company elects to turn Artist to perform the Engagement and th It of insurance have not been received,Purcha r Is still solely responsible for complete coverage s specified above. b) Purchaser shall obtain Id maintain, from the date hereof thro completion of the Engagement, commercial general liability In 'ance coverage as required under b paragraph 12.2(a)hereinabove and shall name Company,Artist, an ant as additional named in reds In an amount of not less than Five Million Dollars($5,000,000)per oc- ence(but in no event I amounts less than the limits requ°re by the venue)and workers compensation a employer's liablli insurance (including stop gap liability where applicable)with minimum limits of One 'on Dollars ,000,000)per claim(but In no event in limits less than those required by law and/or less than a limit squired by the venue and/or as set forth in the Artist rider,0 any). c) Purchaser hereby agrees to indemni nd h Company, Artist, Agent and their contractors, employees, licensees, designees and ants (ndivi Ily and collectively, the "Artist Indemnitees") harmless from and against any loss,d age or expense -iuding reasonable attorneys'fees Incurred or suffered by or threatened against th Artist Indemnitees in c nection with or as a result of any claim for personal injury or property dams or otherwise brought by or behalf of any third party,person. firm, entity or corporation as a result or In connection with the Engagem t,which claim does not result directly from the gross negligence willful misconduct of Artist and/or pany's employees, contractors, licensees,designees or ag Is. d) Purchaser also her y indemnifies the Artist Indemnitees from and against and all loss,damage or expense resulting fir any damage or destruction to Artist's equipment or that of it mployees,contractors and agents,insld r outside the Venue,including but not limited to damage or des t lion occasioned by Force Majeure ants. a) The Arti Indemn tees shall not be responsible for damage or Injury to any patrons,or the nue,or any fixture o ersonal property therein, caused by fans or any others not engaged by Compan r Artist. Purch- er shall Indemnify and hold the Artist Indemnitees harmless from any third party claims co ruing the regoing(as provided above)and no claim,deduction or offset shall be made by Purchaser in respect of Lame. 13. PURCHASER'S WARRANTIES AND REPRESENTATIONS: 13.1 Purchaser hereby acknowledges that Agent is only responsible for procuring bookings and may not be held liable for any breach of contract by Company or Artist hereunder or under any other agreement between Company or Artist and Purchaser. 13.2 Purchaser warrants that Purchaser shall not advertise the Performance prior to @ Company's receipt of the initial deposit specified In the paragraph titled"Payment Terms'of the Facing Page(s)and(ii)Purchaser's receipt of Agent's written authorization to advertise the Performance. 13,3 Purchaser represents and warrants that Purchaser is the responsible party for making all payments hereunder and has sufficient funds,financing and/or insurance to honor all of Purchaser's obligations hereunder. 14. DEFAULT,NOTICE AND CURE: 14.1 Except as otherwise expressly set forth herein,neither party to this Agreement shall be deemed to be in breach of any of its obligations hereunder unless the party not In breach serves specific written notice of such alleged breach upon the party in breach and the party In breach shall have failed to cure such breach, If any, ( within five(5)business days following receipt of such written notice(but in no event later than 5:00 p.m.men-. the date that Is three(3)business days prior to the Date of Engagement hereunder). Page 7 of 9 Purchaser initials Company Initials 14.2 All notices to be given to either party hereto shall be in wHt'ng and shall be delivered 10 the addressee at the respective addresses herelnabove set forth, or such other address or addresses as may be designated by ether party,by(i)mail(registered,or certified,return receipt requested,postage pre-paid):01)overnight courier with proof of receipt; (III)telefax(with a copy by express courier service);or(iv)e-mail (prov-ded recipient has responded by email or otherwise in writing to confirm receipt).NoVices shall conclusively be deemed to have been given seventy-two(72)hours after the date of mailing or twenty-four hours(24)after the date of transmission by telefax or e-mail. The addresses of the parties,unti!further notice to the contrary,are as first written above. 14 event of default by Purchaser hereunder,in addition to any other gent and Company hereunder,Purc a C e,for any costs and fees incurred by Agent or Company(includin a attorn is of debt collection or In respect of any legal action t n and/or Company)in connection with amounts 14.4 Without limiting the foregoing,interest at the highest rate permissible under the laws of the State of California shall accrue on any amount due to Company hereunder from and after the date upon which such payment Is due. 15. MISCELLANEOUS: 15.1 This Agreement seta forth the entire understanding between the parties,oral or written,regarding the subject matter hereof,and supersedes all prior or contemporaneous negotiations or understandings between the parties No amendment,mod,fication,or waiver of these Terms will be valid unless set f:.rth in a written instrument signed by both parties hereto.Should any portion of this Agreement be deemed null and void under the law,the remainder shall remain in full force and effect. or is ilities ncuding,wit ages for any loss o goo r utat on)and Company's ist's actual attorney's fees and costs in connection with any suit or arbitration or o e eding, whether or not reduced to final judgment or award,arising from Purchaser's breach of this Agreement. 15.3 (a)This contract shall be governed by and construed under the aws and judicial decisions of the State of California. All claims and disputes arising out of the ir-terpretation, performance or breach of this Agreement shall be subm-tied exclusively to the jurisdiction of the courts of the State of California(state and federal)! r IT en a In st. e revailing party In any legal action(after all appeals hav aeaAake e t me for taking such appea s as ht by one pa gainst th r and arising out of ths Agreement shall be entitled,In addition to any of R medies availab'e to it at law or In equ ty,to re mbursement for its costs and ex including court cos s ble fees for outside attorneys and expert witnesses)I ed with respect to the bringing and maintaining o action The term"prevail ng party" he purposes of this paragraph shall include a defendant who has by d ment verdict or smissal by the court,successful:y defended against any claim that has been asserted ag st it. 15.5 Additional riders supp fed by Company,including,without limitation,Artist's technical and hospitality riders ind:vidual!y and collectively,the"Artist Rider")are annexed hereto and made a part hereof. 15.6 Facsimile and scanned copies hereof shall be deemed to be originals. 15.7 Wherever in this Agreement approval or consent is required,communications may be made v a e-mail and approvals made via a-mall shall be deemed written approvals for purposes of this Agreement. 15.8 This Agreement may be executed In counterparts,each of which shall be deemed an original but a I of which together shall constitute the same instrument. The counterparts of this Agreement may be executed and delivered by electronic or digital means and the receiv.ng party may rely on the receipt of the electron tally or digitally signed or delivered document as a binding and enforceable agreement. 15.9 Purchaser may not transfer or assign this Agreement or any rights,Interests or obligations without the prior written consent of Company. Any assignment in violation of this paragraph 15.9 shall be void. Page 8 of 9 Purchaser Initials e- Company Initials RYA TER SANDICREW o Juan Navarro / Tour Manager David Garcia / Merchandise Manager Braden Waiters / Stage tech Silver Aleman / FOH engineer Nathan Feinstein / Lead Vox - Guitar Nick Sefakis / Vox - Guitar Luis Tovar/Vox - Keyboard Tanner Arebalo 1 Drums Nick Loporchio / Bass VEHICLE NFQRMAT N 30' RV w/ 16' trailer attached Over 50' of space needed for parking H9SPITAILITY RIDE 9 meals Q3 $90 buyout 2) Cases Of Water GTs Kombucha (7 assorted) 1) 12-pack Corona or Modelo s (1) 12-packs of Coors Light 1) bottle of Tito's Vodka e (1) 2 Liter of Coke/Pepsi (mixer) 1) bottle red blend wine (wl wine opener) 1) Orange juice (organic) 1) tubs hummus e (1) bags of tortilla chips 1) bag of Pita chips 1) salsa 1) guacamole dip Assorted fruits organic Tea (throat coat) & honey Tea maker Coffee/Coffee Maker Cups for warm liquid 10) Face/Soft Towels (Not Bar Towels) NOTES: All Vegan Options needed for food We ask that all hospitality items are listed for lya Terra and placed in location with no other bands so there is no confusion upon arrival for tour package. STAGE PLQ y 4 Piece Bass 800 Bass Cab Combo Guar Guitar Boom Sta ftard Boom Stand Boom Stand Drums 2x-rack tams 2x-floor toms 1x-kick drum 1x-snare 1x-timbale 6x-cymbals: 14"hi-hat; 16, 17° 18"crashes, 16"China;20"ride 1x-spdsx stand 1x-dw 5000 kick pedal Bass 1x-Mesa M61M9 Carbine 1x-Mesa 4x12 Powerhouse Guitar 1 x-Fender Twin Reverb (tube)(blackface) 1x-Mesa Boogie Lonestar2x12 OS Fender Twin Reverb 2x12 1x-Boss RE 20 Space Echo Ix-Dunlop Crybaby Wah Pedal Ix- Wampler Tape Delay Pedal 1x-Boss Phaser Pedal 2x-Ibanez Tube Screamer Pedal 1x-Digital Tuner Pedal Ix- TC Electronic Polytune 3 Pedal Ix-Electro Harmonix stereo Memory Man Delay Pedal 1x-Digi Tech Whammy 6x- !14 to %patch cables for pedal board Ix- Voodoo Lab Pedal Board Power source w/(6) 9v attachment cables provided 3x - X"cables 15 ft long 2x- W cables 20 ff. long 0- 9v I-Spots or power supplies Piano/Organ 1x-Nord Electro 5D or 6D Ix-Roland Juno G 1x-Roland Fa 6 1x-3 tier Ultimate Support Apex Keyboard stand Miscellaneous 5x-In-ear setup(minus earbuds) All mics, stands and cables(24 channels) I ut'; :.rueaerat Alc tao`.i1 St lsd Nall. 1 lick In Beta 91 '- - -Drums NIA 2 Kick Out Audix D6 Drums NIA 3 Snare Top Sm57 — Drums NIA 4 list Rhode SDC Drums NIA 6 Timbale Sm57 Drums FNIA6Radk1Sennheisere604Drums 7 Rack Sennhelsere6G4 Drums - 8 Flex 1 Serutheiser e604 Drums 8 Floor 2 Sennhaiser e604 hums 10 OH L SM81 __ Drums Short Boom 11 OH R SM81 Drums Short Boom 12 SPD Direct Out Drums WA 13 Bass Dlrect Out DownsWge Left WA 14 Nate Gtr L Kemper Upstage Center N/A 15 Nate Gtr R K UMWqe Center WA _ 15 Folds Gtr L Ke r Upstage Lett NA I 17 Folds Gtr R Kemper Upstage Left _WA 1a KeyW - DI Upstage Ftig lkt WA 19 Kay Mfd . _D1 U go ht WA 20 Key Boltom DI Upstage Right WA 21 Lou Vocal Mao U is o ht Tag Boom_ 22 Nate Vocal _ Mao Upstage,Center Tall Boom 23 Falds Vocal M80 Upstage Left Tall Boom 24 Guest Vocal Sm58 Mon'toNGultar World Straight Stand 25 26 28 29 Band Talkback w Inoars Only 30 Click Mears Only 31 Audtoneo L Inoars Only 32 Audience R Inaars Onl r 182 ILOU - - mmy Sertnheiser EW300 J f - 3" NA7E Sennhelser EW300 686 FAKIS Sennhelser EW300 T" PORCH Sennheiser EW300 9&10 TANNER Sonnheiser EW300 11r'E12 TECH Sennholser EW300 TRAVELS WITH Our Own Backline Midas M32 Console RFC© FROM VENUE 2- vocal mics All Instrument microphones All XLR Lines 3- Mic stands (Booms) All DI BOXES