WHEREBY IT IS AGREED by and Between the Parties As Follows

- 1 -

13 May 2019

THIS AGREEMENT is made between West Gippsland Arts Centre, for Baw Baw Shire Council of Civic Place, Warragul, VIC (the Presenter) and the Producer named in the Schedule (the Producer)

WHEREBY IT IS AGREED by and between the parties as follows:

1. The Producer will present the performance described in the Schedule at the venue specified in the Schedule on the dates and at the times described in the Schedule.
2. The Producer shall have access to the venue for the purpose of bumping in and bumping out the performance as specified in the Schedule.
3. The Producer Responsibilities: -
4. The Producer shall, if the technical staff/equipment to be provided by the Presenter is not set out in the Schedule, provide details thereof to the Presenter no later than 28 days before the date of the first performance specified in the Schedule;
5. The Producer shall provide any technical staff/equipment additional to that, which is to be provided by the Presenter as specified in the Schedule;
6. The Producer shall provide programme details, photographs, biographies and other information reasonably required by the Presenter for promoting the performance as reasonably requested by the Presenter, but no later than 60 days before the date of the first performance specified in the Schedule;
7. The Producer shall grant the Presenter reasonable access to the performer or performers involved in the performance for the purpose of publicity photographs and/or promotional interviews before the date of the first performance specified in the Schedule;
8. The Producer shall pay for any required royalties and other licences associated with the performance including but not limited to Australian Performing Rights Association fees;
9. The Producer shall meet all transportation and accommodation costs relating to the performance (except as may be otherwise specified in the Schedule);
10. The Producer shall arrange and maintain current public liability insurance cover of at least $10,000,000.00 for the duration of the period covered by the dates of performance specified in the Schedule and provide to the presenter a Certificate of Currency for this period.
11. The Producer shall make every reasonable endeavour to commence the performance at the starting time specified in the Schedule and notified in any advertising or promotion of the performance.
12. The Producer warrants that the Producer owns all performing rights associated with the performance in Victoria.
13. The Producer acknowledges that the Presenter shall be entitled to the number of house seats specified in the Schedule for each performance.
14. The Producer will not bring into the venue any scenery, curtains or properties to be used in connection with the performance unless the same have been fireproofed to the satisfaction of the Presenter
15. The Producer shall not install or use any additional electrical installation, equipment or fitting in relation to the performance unless the same shall have been previously approved in writing by the Presenter.
16. The Producer shall not bring nor permit to be brought into the venue any pyrotechnics, firearms or inflammable liquids unless the same shall have been previously agreed by the Presenter to be necessary for the performance and which comply with all relevant Regulations
17. In the event that the Producer cancels any performances included in this agreement after the date of signing of this agreement, the Producer shall be liable to make good all costs relating to marketing production and distribution incurred to the time of cancellation, all costs associated with refunding tickets purchased, including (but not limited to) staff to notify patrons, and any outstanding commitments relating to the presentation of the show that West Gippsland Arts Centre has entered into in good faith on the assumption that the show would be performed as originally contracted
18. The Producer shall not permit any activity in connection with the performance which might cause injury to any person or property.
19. The Producer will and does hereby indemnify the Presenter from and against all actions claims and demands of every kind for which the Presenter or its members officers servants agents and contractors shall or may be liable in respect of or arising from any accident loss damage or injury to any person or property by reason of any act or omission by the Producer or by any persons engaged in the performance.
20. If the Producer wishes to sell merchandise in connection with the performance then the Producer shall pay to the Presenter a fee of 0% of the gross sales value of such merchandise together with the cost of the merchandise seller's fee.
21. The Producer acknowledges that the Presenter’s Venues are Smoke Free and also a Drug and Alcohol free work environment, with no alcohol to be consumed prior to or during the engagement.
22. The Presenter’s Responsibilities:-
23. The Presenter agrees to pay the performance fee as specified in the Schedule.
24. The Presenter shall provide the technical staff and equipment specified in the Schedule or as otherwise agreed between the parties;
25. The Presenter shall provide all front of house staff reasonably required for the performance;
26. The Presenter shall meet all advertising and promotion costs in relation to the performance;
27. The Presenter shall provide access for the Producer for bumping in and bumping out the performance as specified in the Schedule;
28. The Presenter shall provide dressing room facilities for the performer or performers engaged in the performance;
29. The Presenter shall maintain public liability insurance cover of at least $10,000,000.00 during the period covered by the dates of the performance specified in the Schedule.
30. If a performer engaged for the performance is unable to perform due to death, illness, injury or other circumstance beyond the control of the Presenter, the Producer will immediately notify the Presenter and take all necessary steps to engage a substitute performer provided however that if the performer who is incapacitated is integral to the performance which is the subject of this Agreement, then the Presenter shall be at liberty to terminate this Agreement. In the event of such termination, the parties shall endeavour to reach agreement on their respective liability for costs and expenses incurred in respect of the cancelled performance and if they fail to reach agreement, the dispute shall be referred for mediation by a mediator to be appointed by Baw Baw Shire Council and if the dispute is not settled by mediation then it shall be referred to arbitration in accordance with the relevant provisions.
31. This Agreement shall not constitute a partnership between the parties hereto or render either of them liable for the debts of the other.
32. Pursuant to the terms of this Agreement it is agreed that wherever a supply is made, as defined in A New Tax System (Goods and Services Tax) Act 1999 (the Act), by either party to the said Agreement to the other party, the party making the supply shall, as required by the Act, charge GST to the recipient of that supply and shall issue to the recipient an appropriate Tax Invoice as required by the Act, the details of which shall include the price or value of the goods and/or services being supplied, plus the GST computed on the price of value of that supply. Further, the parties to this Agreement confirm that they are registered pursuant to Division 23 of the Act. All Tax Invoices will include an ABN, and no payments will be made unless an ABN is supplied.

Baw Baw Shire Council requires all those with whom it deals in the provision of goods and services to observe the following principles:

• Act fairly, ethically and honestly in all dealings with Council
• Not to disclose confidential Council information
• Not to exert pressure nor influence on Council Staff that may cause them to waiver from Council’s Code of Conduct
• To abide by relevant legislative processes and industry codes of practice in all procurement dealings
• To have respect for the obligation of Council Staff to act in accordance with this Statement of Business Ethics
• Commit to not offer Council Staff inducements or incentives such as money, gifts, benefits, entertainment or employment opportunities
• Ensure that all sub-contractors and other people employed by the supplier are aware of this statement and the consequences of breaching it.

8 T H E S C H E D U L E

West Gippsland Arts Centre values the relationships it builds with artists and arts organisations, and the value of presenting high quality performing arts to the West Gippsland community. This agreement is made in a collaborative spirit with the aim of building relationships with artists and arts organisations into the future. All additional and ancillary negotiations and discussions will be conducted in this spirit.

Ref: ARTIST NEW LETTER OF AGREEMENT SEPT 2009 (2).doc