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HomeMy WebLinkAboutC24-292 Alpine Partners LLC AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY, COLORADO AND ALPINE PARTNERS LLC THIS AGREEMENT (“Agreement”) is effective as of _________________ by and between Alpine Partners LLC, a Colorado limited liability company (hereinafter “Contractor”), and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, County desires to engage musical entertainment by the band, The Runaway Grooms, on July 25, 2024 for the 2024 Eagle County Fair and Rodeo (the “Project”) to be held at the Eagle County Fairgrounds located at 426 Fairgrounds Road, Eagle, Colorado (the “Property”); and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the Services as defined below in paragraph 1 hereof; and WHEREAS, this Agreement shall govern the relationship between Contractor and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as follows: 1. Services. Contractor agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the services described in Exhibit A (“Services”) which is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Contractor agrees to furnish the Services on July 25, 2024 and in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then Contractor agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Contractor represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. c. Contractor agrees that it will not enter into any consulting or other arrangements with third parties that will conflict in any manner with the Services. DocuSign Envelope ID: D712C221-B534-4DA2-9B24-35A279B08DE0 7/3/2024 2 Alpine Partners LLC Agreement 2024 2. County’s Representative. The Fair and Rodeo Department’s designee shall be Contractor contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 12 hereof, shall continue in full force and effect through the 27th of July, 2024. 4. Extension or Modification. This Agreement may not be amended or supplemented, nor may any obligations hereunder be waived, except by agreement signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services in accordance with County’s internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In t he event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance with this Agreement, Contractor’s rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. Compensation. County shall compensate Contractor for the performance of the Services in a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed $2,000. Contractor shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. a. Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Contractor. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task and such other detail as County may request. b. Any out-of-pocket expenses to be incurred by Contractor and reimbursed by County shall be identified on Exhibit A. Out-of-pocket expenses will be reimbursed without any additional mark-up thereon and are included in the not to exceed contract amount set forth above. Out-of-pocket expenses shall not include any payment of salaries, bonuses or other compensation to personnel of Contractor. Contractor shall not be reimbursed for expenses that are not set forth on Exhibit A unless specifically approved in writing by County. c. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Contractor was improper because the Services for which payment was made were not performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. DocuSign Envelope ID: D712C221-B534-4DA2-9B24-35A279B08DE0 3 Alpine Partners LLC Agreement 2024 d. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. e. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 6. Sub-contractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any sub-contractor agreements for the performance of any of the Services or additional services without County’s prior written consent, which may be withheld in County’s sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each sub-consultant, as approved by County and to the extent of the Services to be performed by the sub-consultant, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any sub-contractor hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees and sub-consultants or sub-contractors. 7. Insurance. Contractor agrees to provide and maintain at Contractor’s sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Workers’ Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non-owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $2,000,000 aggregate limits. iv. Professional liability insurance with prior acts coverage for all Services required hereunder, in a form and with an insurer or insurers satisfactory to County, with limits of liability of not less than $1,000,000 per claim and $2,000,000 in the aggregate. In the event the professional liability insurance is on a claims-made basis, Contractor warrants that any retroactive date under the policy shall DocuSign Envelope ID: D712C221-B534-4DA2-9B24-35A279B08DE0 4 Alpine Partners LLC Agreement 2024 precede the effective date of this Agreement. Continuous coverage will be maintained during any applicable statute of limitations for the Services and Project. b. Other Requirements. i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. ii. Contractor’s certificates of insurance shall include sub-contractor as additional insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each sub-contractor. All coverage(s) for sub-contractor shall be subject to the same minimum requirements identified above. Contractor and sub-contractors, if any, shall maintain the foregoing coverage in effect until the Services are completed. In addition, all such policies shall be kept in force by Contractor and its sub-contractor until the applicable statute of limitations for the Project and the Services has expired. iii. Insurance shall be placed with insurers duly licensed or authorized to do business in the State of Colorado and with an “A.M. Best” rating of not less than A-VII. iv. Contractor’s insurance coverage shall be primary and non-contributory with respect to all other available sources. Contractor’s policy shall contain a waiver of subrogation against Eagle County. v. All policies must contain an endorsement affording an unqualified thirty (30) days notice of cancellation to County in the event of cancellation of coverage. vi. All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. vii. Contractor’s certificate of insurance evidencing all required coverage(s) is attached hereto as Exhibit B. Upon request, Contractor shall provide a copy of the actual insurance policy and/or required endorsements required under this Agreement within five (5) business days of a written request from County, and hereby authorizes Contractor’s broker, without further notice or authorization by Contractor, to immediately comply with any written request of County for a complete copy of the policy. viii. Contractor shall advise County in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Contractor, at its own expense, will reinstate the aggregate limits to comply with the minimum limits and shall furnish County a new certificate of insurance showing such coverage. DocuSign Envelope ID: D712C221-B534-4DA2-9B24-35A279B08DE0 5 Alpine Partners LLC Agreement 2024 ix. If Contractor fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to County, County shall be entitled to immediately terminate this Agreement. x. The insurance provisions of this Agreement shall survive expiration or termination hereof. xi. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. xii. Contractor is not entitled to workers’ compensation benefits except as provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification. The Contractor shall indemnify and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Contractor or any of its sub-consultants hereunder; and Contractor shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. 9. Ownership of Documents. All documents prepared by Contractor in connection with the Services shall become property of County. Contractor shall execute written assignments to County of all rights (including common law, statutory, and other rights, including copyrights) to the same as County shall from time to time request. For purposes of this paragraph, the term “documents” shall mean and include all reports, plans, studies, tape or other electronic recordings, drawings, sketches, estimates, data sheets, maps and work sheets produced, or prepared by or for Contractor (including any employee or subcontractor in connection with the performance of the Services and additional services under this Agreement). 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. DocuSign Envelope ID: D712C221-B534-4DA2-9B24-35A279B08DE0 6 Alpine Partners LLC Agreement 2024 COUNTY: Eagle County, Colorado Attention: Tanya Dahlseid 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8892 E-Mail: tanya.dahlseid@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 E-Mail: atty@eaglecounty.us CONTRACTOR: Alpine Partners Runaway Grooms Jordan Corriere 1200 Sunset St. Longmont, CO 80501 Telephone: 985-237-3175 E-Mail: alpine-partners+c1340806@inbound.gigwell.com 11. Coordination. Contractor acknowledges that the development and processing of the Services for the Project may require close coordination between various consultants and contractors. Contractor shall coordinate the Services required hereunder with the other consultants and contractors that are identified by County to Contractor from time to time, and Contractor shall immediately notify such other consultants or contractors, in writing, of any changes or revisions to Contractor’s work product that might affect the work of others providing services for the Project and concurrently provide County with a copy of such notification. Contractor shall not knowingly cause other contractor extra work without obtaining prior written approval from County. If such prior approval is not obtained, Contractor shall be subject to any offset for the costs of such extra work. 12. Termination. County may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with seven (7) calendar days’ prior written notice to the Contractor. Upon termination of this Agreement, Contractor shall immediately provide County with all documents as defined in paragraph 9 hereof, in such format as County shall direct and shall return all County owned materials and documents. County shall pay Contractor for Services satisfactorily performed to the date of termination. DocuSign Envelope ID: D712C221-B534-4DA2-9B24-35A279B08DE0 7 Alpine Partners LLC Agreement 2024 13. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 14. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121. 15. Other Contract Requirements. a. Contractor shall be responsible for the completeness and accuracy of the Services, including all supporting data or other documents prepared or compiled in performance of the Services, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved the Services shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to Contractor performing similar services. Contractors represents and warrants that it has the expertise and personnel necessary to properly perform the Services and covenants that its professional personnel are duly licensed to perform the Services within Colorado. This paragraph shall survive termination of this Agreement. b. Contractors agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. c. This Agreement constitutes an agreement for performance of the Services by Contractort as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master-servant, partnership, joint venture or any other relationship between County and Contractor except that of independent contractor. Contractor shall have no authority to bind County. d. Contractor represents and warrants that at all times in the performance of the Services, Contractor shall comply with any and all applicable laws, codes, rules and regulations. e. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. DocuSign Envelope ID: D712C221-B534-4DA2-9B24-35A279B08DE0 8 Alpine Partners LLC Agreement 2024 f. Contractor shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. g. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. h. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. i. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. j. Contractor shall maintain for a minimum of three years, adequate financial and other records for reporting to County. Contractor shall be subject to financial audit by federal, state or county auditors or their designees. Contractor authorizes such audits and inspections of records during normal business hours, upon 48 hours’ notice to Contractor. Contractor shall fully cooperate during such audit or inspections. k. The signatories to this Agreement aver to their knowledge, no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Contractor has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. [REST OF PAGE INTENTIONALLY LEFT BLANK] DocuSign Envelope ID: D712C221-B534-4DA2-9B24-35A279B08DE0 10 Eagle County Prof Services Final 8/15/2022 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER By: ______________________________ Jeff Shroll, County Manager CONRACTOR: ALPINE PARTNERS LLC By: _____________________________________ Print Name: ______________________________ Title: ___________________________________ EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES DocuSign Envelope ID: D8E8F9A9-7887-416A-A60D-9CE7541E1D2C Jordan Carriere Agent DocuSign Envelope ID: D712C221-B534-4DA2-9B24-35A279B08DE0 10 Alpine Partners LLC Agreement 2024 EXHIBIT A Scope of Services, Schedule, Fees DocuSign Envelope ID: D712C221-B534-4DA2-9B24-35A279B08DE0 This Booking Agreement (the “Agreement”)is made on February 13,2024,by and between Alpine Partners,1200 Sunset St,Longmont,CO,80501,United States (hereinafter “Artist”),and Eagle County Fair &Rodeo,426 Fairgrounds Rd,Eagle,CO,81631,United States (hereinafter “Purchaser”)(individually referred to as a “Party”or collectively referred to as the “Parties”). It is understood and mutually agreed that the Purchaser engages the Artist to provide the entertainment generally described as the “Performance”listed herein.The Artist hereby agrees to provide the Purchaser with the “Performance”subject to all of the Terms and Conditions herein set forth. 1.Deal Terms and Payment Schedule The Purchaser hereby agrees to pay Artist Flat Guarantee of $2,000.00 for the Performance(s).Payment for the Performance(s)are to be paid by Check, ACH Bank Transfer,or Wire Transfer.Additional transaction fees may apply. Deposit due 2/16/24 $1,000.00 Balance due on site $1,000.00 2.Events,Performances,and Appearances Artists The Runaway Grooms Date Thursday,July 25,2024 Venue Eagle County Fair &Rodeo 426 Fairgrounds Rd,Eagle,CO,81631,United States Merch Hard:100%|Soft:100%|Artist Sells Sound &Lights Purchaser to provide and pay for sound and lights,approved by artist. Meals Purchaser to provide and pay for meals for artist and crew,approved by artist. Schedule 10:00 AM Doors Open Set Time TBD The Runaway Grooms Eagle County Fair &Rodeo 3.Billing Artist's engagement hereunder shall receive billing in such order,form,size and prominence as directed by Artist or Artist's representative in all advertising and publicity issued by or under the control of Purchaser,including,but not limited to,displays,newspapers,radio and television ads,posters and house boards. 4.Promotion Purchaser shall not announce,advertise,promote or sell tickets to Artist's engagement until written authorization has been obtained from Artist or Artist's representative.Purchaser agrees to promote the engagement to the best of Purchaser's ability by print,radio,and website and otherwise.There shall be no promotion or co-promotion with any radio station without the prior written approval of Artist or Artist's representative.Purchaser shall not commit Artist to any interviews,promotional appearances,meet and greets or other promotional activities without the prior written consent of Artist or Artist's representative. 5.Security The Purchaser shall guarantee proper security at all times to ensure the safety of the Artist,auxiliary personnel,instruments and all equipment,costumes and personal property during and after the performance.Particular security must be provided in the areas of the stage,dressing rooms and all exits and entrances to the auditorium and the remote mixing console.Security protection to commence upon the arrival of the Artist on the premises. 6.Recording,Reproduction or Transmission of Performance Purchaser shall not itself nor shall it permit others to record,broadcast,televise,photograph or otherwise reproduce the Performance without prior written consent of the Artist. 7.Controlling Authority Artist shall have the sole and exclusive control over the production and presentation of the Performance,including but not limited to the details,means, and methods of the performing personnel,and Artist shall have the sole right or may see fit to designate and change at any time the performing personnel. DocuSign Envelope ID: D712C221-B534-4DA2-9B24-35A279B08DE0 8. Intellectual Property The Parties acknowledge that the Artist shall perform its obligations under the terms of this Agreement as an independent contractor and not as an employee of Purchaser. As such, all intellectual property rights, including copyrights, arising out of or deriving from the Performance shall be owned exclusively by the Artist. 9. Balance Payment The balance of the Guarantee shall be paid to Artist no later than the scheduled engagement date if Purchaser fails to present the engagement. 10. Overages All overage monies owed to Artist shall be paid to Artist immediately following Artist's performance by cash or cashier's check only. 11. Royalties Purchaser will be responsible for the payment of all music royalties in connection with Artist's engagement hereunder. 12. Merchandising Artist shall have the exclusive right to sell souvenir programs, photographs, records and any and all types of merchandise including, but not limited to, articles of clothing (i.e., T-shirts-hats, etc.), posters, stickers or other merchandise on the premises of the Place of Performance during the Date of the Performance, without any participation in proceeds by Purchaser, subject however to concessionaire’s requirements if any. 13. Term and Termination a. Term.This agreement shall stay in effect through and including the final engagement date as noted above. b. Termination.In the event Purchaser refuses or neglects to provide any of the items or to perform any of its obligations herein stated, and/or fails to make any of the payments as provided herein, Artist shall have the right to refuse to perform this Agreement, shall retain any amounts paid to Artist by Purchaser, and Purchaser shall remain liable to Artist for the agreed Payment under this Agreement. In addition, if, on or before Date of Performance, Purchaser has failed, neglected, or refused to perform any contract with any other performer for any other engagement, or if the financial standing or credit of Purchaser fails or refuses to make such payment forthwith, Artist shall have the right to cancel this Agreement by notice to Purchaser to that effect, and to retain any amounts theretofore paid to Artist by Purchaser and Purchaser shall remain liable to Artist for the agreed Payment under this Agreement. 14. Insurance Purchaser shall add Artist and Artist's employees as additional insureds to a commercial general liability insurance policy with limits of liability of Five Million Dollars ($5,000,000) for each occurrence in the event of death or bodily injury arising from the negligence of Purchaser as promoter and operator of the Venue. In addition, Artist and Artist's employees shall be covered by Purchaser's worker's compensation insurance. Purchaser shall provide evidence of the required insurance coverage prior to Artist's engagement hereunder. 15. Artist’s Cancellation Purchaser agrees that Artist may cancel Artist’s engagement hereunder without liability by giving the Purchaser notice thereof at least sixty (60) days prior to the commencement date of the engagement hereunder. Upon termination of this agreement in accordance with this paragraph, Artist shall return to Purchaser any deposit previously received by Artist in connection with the engagement. Subject to the foregoing, upon such termination, the parties shall have no further rights or obligations hereunder, and each of the parties shall bear its own costs incurred in connection with this agreement. 16. Inclement Weather Notwithstanding anything to the contrary contained herein, inclement weather shall not be deemed a Force Majeure Event, and Purchaser shall remain liable for payment to Artist of the full Guarantee plus all other compensation due hereunder if Artist's engagement is rendered impossible, infeasible or unsafe by such weather conditions. For clarification, Purchaser shall remain responsible for all other terms and conditions of this Agreement, including, without limitation, accommodations, transportation and expense reimbursements for Artist and Artist's crew and entourage. 17. Force Majeure If, as the result of a Force Majeure Event (as defined below), Artist is unable to, or is prevented from, performing the engagement or any portion thereof, Artist's obligations hereunder will be fully excused, there shall be no claims of any kind for damages or expenses of any kind by Purchaser, and Purchaser shall bear its own costs and expenses in connection with this Agreement. Notwithstanding the foregoing: (i) Purchaser shall be obligated and liable to Artist for such proportionate amount of the payments provided for herein as may be due hereunder for any performance(s) which Artist may have rendered up to the time of the inability to perform by reason of such Force Majeure Event; and (ii) in the event of such non- performance as a result of a Force Majeure Event, if Artist is ready, willing and able to perform (but for the occurrence of such Force Majeure Event), Purchaser shall nevertheless pay Artist an amount equal to the full Guarantee plus all other payments and compensation due hereunder. For clarification, in the event of cancellation due to any Force Majeure Event, and whether or not Artist is ready, willing and able to perform, Purchaser shall remain responsible for all transportation, accommodations, expense reimbursements and any other payments or compensation due Artist and Artist's crew and entourage pursuant to the terms of this Agreement. A "Force Majeure Event" shall mean, but shall not be limited to, any one or more of the following acts which makes any performance by Artist contemplated by this Agreement impossible, infeasible or unsafe: acts of God; acts of public enemy; acts or threats of terrorism; insurrections; riots or other forms of civil disorder; embargoes; labor disputes (including, without limitation, strikes, lockouts or boycotts); fires; explosions; floods; shortages of power or other essential services; failure of technical facilities; failure or delay of transportation; death, disability, illness, injury or other inability to perform by Artist, any of Artist's musicians, other performers, crew, representatives or advisors, any of Artist's family members, any of Purchaser's key personnel, or any other person personally known to Artist whose death, disability, illness or injury adversely impacts Artist's ability to perform in connection with the engagement; or other similar or dissimilar causes DocuSign Envelope ID: D712C221-B534-4DA2-9B24-35A279B08DE0 beyond the control of Artist which make any performance(s)contemplated by this Agreement impossible,infeasible or unsafe.For the avoidance of doubt,poor ticket sales shall not be deemed a Force Majeure Event. 18.Limitation of Liability In no event shall Artist (nor any of Artist's agents,representatives,principals,employees,officers,directors and affiliates)be liable to Purchaser for any indirect, incidental,consequential,special,punitive,exemplary or any similar damages,including,without limitation,lost profits,loss of revenues or income,cost of capital or loss of business reputation or opportunity,as to any matter relating to,or arising out of,Artist's engagement hereunder or the transactions contemplated by this Agreement,whether in contract,tort or otherwise. 19.Work Permits and Visas Purchaser shall be solely responsible for procuring and paying for,at no cost to Artist,all work permits and visas required for the engagement.Failure to procure such work permits and visas or provide necessary documentation to obtain them will be deemed a material breach of this Agreement,and Artist (i)will be relieved of any further obligations Artist may have pursuant to this Agreement;(ii)shall have the right to retain all monies previously paid by Purchaser;and (iii)shall be entitled to exercise all rights and remedies otherwise available to Artist at law,in equity or otherwise as if Artist has fully performed all obligations under this Agreement.Artist agrees to provide all personal information reasonably required in order to enable Purchaser to procure such work permits and visas. 20.Indemnification Purchaser hereby indemnifies and holds Artist,as well as Artist’s respective agents,representatives,principals,employees,officers,and directors harmless from and against any loss,damage or expense,including reasonable attorney’s fees,incurred or suffered by or threatened against Artist or any of the foregoing in connection with 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 Performance,which claim does not result from the active and willful negligence of the Artist. 21.Governing Law This Agreement shall be governed by and subject to the laws of CO United States,without giving effect to any choice or conflict of law provision. 22.Assignment/Transfer Neither Artist nor Purchaser may assign or transfer this Agreement or any other rights or obligations hereunder without the mutual written consent of both the Artist and Purchaser and such assignment contains the complete understanding of the Parties respecting the subject matter hereof.It is expressly understood and agreed that the Parties make no representations or agreements,oral or otherwise,outside the terms of this Agreement which add to,broader,vary,or conflict with the provisions hereof.Any purported outside representations or agreements have no force or effect upon the rights or duties of the Parties hereunder.No term,provision,or condition of this agreement may be altered,amended,or added except upon the execution of a written agreement by the Parties hereto.Any notices provided for herein shall be in writing and shall be personally served or mailed to each Party at the addresses provided. 23.Amendment to Agreement This Agreement contains the sole and complete understanding of the Parties and may not be amended,supplemented,varied or discharged,except by an instrument in writing signed by both Parties. 24.Entire Agreement This Agreement contains the entire agreement between the Parties and supersedes any and all previous agreements,written or oral,between the parties relating to Performance.THE PERSON(S)EXECUTING THIS AGREEMENT ON BEHALF OF EACH PARTY WARRANTS HIS/HER AUTHORITY TO DO SO,AND SUCH PERSON HEREBY PERSONALLY ASSUMES LIABILITY FOR THE PAYMENT IN FULL. ACCEPTED AND AGREED TO: Eagle County Fair &Rodeo [sig|req|signer1] Tanya Dahlseid Eagle County Fair &Rodeo 426 Fairgrounds Rd,Eagle,CO,81631,United States [date|date|signer1] The Runaway Grooms DocuSign Envelope ID: D712C221-B534-4DA2-9B24-35A279B08DE0 11 Alpine Partners LLC Agreement 2024 EXHIBIT B Insurance Certificate DocuSign Envelope ID: D712C221-B534-4DA2-9B24-35A279B08DE0 DocuSign Envelope ID: D712C221-B534-4DA2-9B24-35A279B08DE0