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2023-03-27-minutes-ec-study-session
KITTITAS COUNTY COMMISSIONERS EC Study Session Regular Meeting Monday March 27, 2023 -10:00 AM BOCC Conference Room 205 West 5th Room 108 - Ellensburg 1. Call to Order 2. Citizen Comments (1 min. time limit) 3. General Event and Rental Updates 4. Staff and Seasonal Hire Updates 5. Approval of Returning Fair Worker Wages Proposal 6. Self Promoted Events Business * Fair Board Updates - Bylaws Review Extension Request * Patriot Nights Under the Lights Updates 7. Approve Artist 1 Agreement for Patriot Night Under the Lights 8. Special Projects 9. Approve PSA with 6S Enterprises for Pen Installation 10. Other business 11. Concluded Created on 3/27/2023 3:54:42 PM KITTITAS COUNTY EC STUDY SESSION MINUTES BOCC CONFERENCE ROOM, 205 WEST 5TH ROOM 108 - ELLENSBURG Regular Meeting MONDAY 1 10:00 AM March 27, 2023 Board members present: Chairman Cory Wright, Commissioner Laura Osiadacz Others: Kady Porterfield, CFE (Event Center Director) The meeting was called to order at 10:02am. Citizen Comments: none. General Event and Rental Updates: Things are going well, and the crew is keeping up with the schedule. Minimal issues with construction conflict and everyone has made the best of the situation. Bloom will be shut down for remaining construction at the end of this week until Jr. Horse Fair in August. Staff and Seasonal Hire Updates: Still missing both our Event Operations Aides, but we have two seasonal positions starting next week that will help with the event load so the maintenance team can focus on projects. Approval of Returning Fair Worker Wages Proposal: Kady presented the Staff Report (attached) with the explanation and analysis completed by herself, Jeanne Kilgore (HR), and Andrew Yoder (Auditor's Office). Andrew created a spreadsheet to help calculate the budget impact. Chairman Wright asked how many people have returned more than three years in a row. Kady shared that there is a handful in tickets and parking departments that have been around quite a while, but still a lot of turnovers with certain areas in those departments as well as in the custodial positions. Everyone at the meeting agreed that the reward gained by creating an incentive for returning workers was worth the minimal budget impact shown in the report, so the proposal is approved. Self -Promoted Events Business: Fair Board Updates — The Fair Board has requested an extension to continue working on their bylaws revisions. They will return their revisions to the BOCC for review after their April meeting. Extension request was approved. Kady also shared the resolutions that will be presented in the future with an increase in bedding fees as well as a new fair promotion on Friday of Fair. There will be two other resolutions regarding credit card processing and ticketing fees as well. Chairman Wright asked Kady to check with Stephanie Hartung on the state law and alignment of 2023-03-27 MINUTES 1 what other County offices are doing in regard to credit card processing fees that are paid by the public. Patriot Nights Under the Lights Updates — Both artists are confirmed for the concert. The layout will go back to the first version done in 2019 to improve ingress, egress, and security capabilities. Things are shaping up nicely for the event and it's been nice to work with an outside marketing team to build promotion with the goal of increased ticket sales. Tickets go on sale April 1, 2023. Approve Artist 1 Agreement for Patriot Night Under the Lights: Commissioner Osiadacz moved to approve the agreement. Chairman Wright seconded the motion. Discussion: Chairman Wright asked about the details of the riders in the agreements and how all those requests are sorted out. Kady explained that many of the ones are crossed out in advance that the County definitely does not agree to, but that the rider is a continually negotiated piece of the agreement based on realities of our venue and both Romeo Entertainment and our production company work hard on negotiating that all the way through the night of the performance. No other questions for concerns. Motion passed. Special Projects: Alder Paving — Four bids were received in the informal process for the Alder Paving Project. They were as follows: Central Paving $54,197.83; Belsaas & Smith $60,744.1; H&H Construction $69,949.50; and Mass X Construction $73,332.60. The lowest bid received was from Central Paving and it was agreed to proceed with a project contract. The project is projected to be done in May with plenty of time before some of the large summer events. Rodeo Gate — The large wooden gate on the west end of the rodeo grounds needs to have the logs replaced and be reinstalled. Bids were requested for this project and are scheduled to be turned in by the end of this week. Budget money was saved from the Alder Paving project, so funds leftover from that will be allocated to cover this project that we didn't plan for 2023. If there is any budget impact, Kady will report back to the BOCC. Craig's Hill — The hill has had two slides that were more major than just the continued rock fall that is seen behind the fairground's barns. The City and County partnered to have a Geotech come out and inspect the site. The Geotech came out a few days after the last big slide and evaluated the whole hill from behind the barns to down behind Frontier Village. We are still waiting to hear any results or findings from the visit. 2023-03-27 MINUTES 2 Western Village VIP Room Expansion — The Boundary Line Adjustment is scheduled to be approved by the City as the end of this month and then the Ellensburg Rodeo can proceed with the permitting project to complete their expansion construction for the VIP Room in preparation for the Ellensburg Rodeo. Arena Grandstands — Kady gave updates on legislative meetings and current funding requests that have been made in the state, federally, and through grants. Kady encouraged the Ellensburg Rodeo last week to pursue connections they may have to help secure some of the remaining funding needed to get the project up and going. Cow Pens - Depending on the weather, installing the new cow pens may start in April. The maintenance team almost has the entire demo complete to pave way for the installer to come in. Approve PSA with 6S Enterprises for Pen Installation: Commissioner Osiadacz moved to approve the PSA to complete the cow pen installation. Chairman Wright seconded the motion. No discussion. Motion passes. Other Business: The committee for the City Mural project on the water tower in honor of the 100th Ellensburg Rodeo met to review the Call for Artists, which was agreed on and published. There will be more meetings soon to start choosing an artist for the project. Concluded at 10:52pm. Ka*lPlotefr44 feld 2023-03-27 MINUTES KITTITAS COUNTY COMMISSIONERS KITTITAS COUNTY, WASHINGTON Cory Wright, Chairman Kittitas Valley Event Center STAFF REPORT Meeting: Event Center Study Session, 3/27/2023 Topic: Fair Worker Wages Summary The Event Center would like to implement a two-step Fair Worker wage scale to incentivize and reward returning workers. Returning workers need minimal training, are generally more productive than new hires, and act as trainers and leads for other Fair Workers. The two-step wage scale would be structured as follows: STEP 1 STEP 2 $15.74 $16.25 a New hires. • Returning workers in good standing who do not • Returning workers who had a gap in service have a gap in service. (worked on year, skipped a year, then worked the next year). o Returning workers who are eligible for rehire with a new application (means their work at the previous fair was unsatisfactory, but not to a int where we would not hire them Background Fair Workers are paid the WA State minimum wage. There is no monetary recognition for Fair Workers who return to work year after year, unlike other temporary/seasonal position at the County. The ideal number of Fair Workers that KVEC needs each year is 62. The minimum number of staff they could live with to remain operational during Fair is 50. For the last two years we've employed between 44 and 48 Fair Workers. Recruitment for these positions has become increasingly difficult. This puts an enormous strain on regular KVEC staff who are already running in all directions during Fair. It also means bathrooms go uncleaned for longer periods of time, lines get longer with fewer ticketing staff, parking lots become increasingly chaotic without staff to direct traffic, etc. Analysis Returning Fair Workers make up about 37% of the total employee group. Assuming KVEC recruits 62 Fair Workers (the ideal number) and 37% of those are returning workers, the total cost of wages and benefits would be: Current method (all employees earn min. wage) $53,546 Proposed method (two-step wage scale) $54,038 Total budget impact $492 Not necessarily quantifiable, but there is potential lost revenue from patrons who have a luke-warm or negative experience at the Fair, choose not to return the next year, and spread that message to others. Do not want to create a reputation that our Fair is unorganized, untidy, etc. Conclusion/Next Steps Provided a $0.51 wage increase to returning Fair Workers has a reasonably low budget impact with potential benefits in recruitment and retention. KVEC requests Board approval to implement a two-step wage scale for Fair Workers. Contract #: 1157087 Agent: Alec Vidmar Phone: (615) 564-2580 8TA Vidmar_A@unitedtalent.com Agreement made Tuesday, January 24, 2023 by and between Colt Ford Touring LLC F/S/O Colt Ford ('Artist') and Romeo Entertainment Group ('Purchaser') Kittitas Valley Event Center amended It is mutually agreed that the Purchaser engages the Artist to perform the following engagement(s) upon the4erms and conditions hereinafter set forth. Attached Exhibit A - Additional Terms and Conditions and Artist's Rider are made part of this Agreement by this reference. 1. Artist: Loanout/Producer: 2. Billing: 3. Engagement Venue: 4. Date of Engagement: Colt Ford Colt Ford Touring LLC 100% Co -Headline - with Ararmr ipptrt Kittitas Valley Event Center 901 E. 7th Avenue Suite 1 Ellensburg, Washington 97502 United States Monday, July 3, 2023 Tax ID: 46-0836486 No. Shows: One (1) 5. Schedule: 6:00pm - Doors 7:00pm - Show 7:00pm-Gott-Ford Runaway June I I II: ARYLS r MAY RL SUBJECT TO LCCA., 8:45pm-AaFaq,Tip Colt Ford STATE:ORFEDERAL INCOME ORSIMILAR 10:00pm - Fireworks TAXESRfQUIRI;I) BY ANY GOVRRNMEKFAI AUTI [ORITY [iXCRCI.SING C'ONTROI. OR Curfew - TBD 'FAXING AUTHORITY OVERT] IIS EVENT. Set Length: 75 min 6. Deal: $25,000.00 USD Flat Guarantee PLUS Purchaser agrees to provide and pay for sound, lights, production, local ground transportation, and rider items per Artist's specification. Existing Event Production will be in place- all . be mutually agreed upon during advance Artist to provide band and backline. 7. Additional Provisions: Purchaser shall provide Artist with thirty five (35) complimentary tickets for each performance of the Engagement, located in prime locations, at no cost to ARTIST. Pefefa I' heat r-ier writ 'en-a'pprevialrAn"iekets-3old at Fedet18Rai1-rak-j-mu&t-"proved4fl advenee of eeeh4+eket--sold-w+ll-bee"li- — L.-gfe-s�pateF4!aFakkyble4k-ee fined-aeoRng prtee"n4-Yalae--4ddvlioneHy, I€-Arf+st-Ms-not Feeehed agfeed-upon-splitjHAfnt �rrdle�ti�lg earnFr}g ovefeges;4. %-ok+, iigkiaiiy-agreed upon value of . eeh tieket so"-tmft e pe id-te-Af-tist-es-e-�eflus-a I�tside�fi#Fie-eH giftai-fleaf: Ar"w 4 •e-ef4hegFess-bex-ef€i_ ipts4rom-the-sale-~iel*ts-seke� e"eflable eapaei#y-agfeed-upen pder-#e sl . ANTICIPATORY BREACH OF CONTRACT: It is expressly agreed that UNITED TALENT AGENCY has the right, on behalf of the Artist, at anytime, tq Fegtaire-payment-in-Uprior-tia date e-efiMemeat( yment+tined-on4he-fiae,- ef4tiia ekteser§-feiltrFe-te-eat-iFiese�Fevisforts-afld-rt�ake'all-pa'yrFreflt's-wk�tlfl-t#e by-Umted Telent-Ageney-lelF- a tielpateFybreaeh-af-eentreet and ell-depesite4-poesessien-e#-Ut4[TED-TALE+T-AGENC-1-shefl e retained on "ehal#ef'and-pa4to Ar4ist- 8. Merchandise: 80% Artist/20% Purchaser Soft Goods (Artist sells); 90% Artist/10% Purchaser Hard Goods (Artist sells). 225 Polk Avenue, Suite 130, Nashville, TN 37203 • (615) 564-2580 • www.unitedtalent.com Initial ,P.agsaf Contract #: 1157087 9. Payments: All payments shall be paid by PURCHASER in US Dollar (unless otherwise mentioned) by Wire Transfer/ACH Due Date Amount Comments Jul 03, 2023 $25,000.00 100% due DOS Deposit Remittance: PAYMENT MAILING INFO: BANK WIRE INFO: Attention: Alec Vidmar United Talent Agency, LLC United Talent Agency C/O City National Bank 225 Polk Avenue Credited To: Colt Ford Touring LLC Suite 130 400 N. Roxbury Dr Beverly Hills, CA 90210 Nashville, TN 37203 ABA Routing: 122-016-066 Check Made Out To: Colt Ford Touring LLC Account: 123-947-126 Swift: CINAUS6L Event Check Balance Remittance: The balance of the Guarantee shall be paid to and in the name of ARTIST COMPANY bash or cashier's 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 by cashier's check or bank wire (as designated by ARTIST COMPANY) immediately following the Engagement. 10. Radius Clause: 150 miles: from confirmation until 30 days post -show 11. Purchaser Signed Purchaser signed contract and rider due to United Talent Agency no lateF thmn 5a#ur�^;; Contract: 12. Event Contacts: Purchaser Company Kittitas Valley Event Center Contracts Romeo Entertainment Group Jenny Fitzpatrick 52474+429th-St 5247 N 129th Street 9we", ebreske 681.64 Omaha, Nebraska 68164 ( 402}359 ; 018 Phone: 712-545-4000 http-#r,DmeeeM-.eomJ Email: jfitzpatrick@romeoent.com Purchaser Production Cory Wright Eric Marcuse Phone: 615-347-9901 Email: emarcuse@romeoent.com 13. Tickets: capacity: 2400 less 240 comps GA: 900 seated less 100 comps Reserved: 1500 less 140 comps It is expressly understood by the Purchaser and Artist who are party to this contract that United Talent Agency, LLC, its employees, shareholders and affiliate entities are not party(ies) to this contract in any capacity. United Talent Agency, LLC, its shareholders, employees, officers and affiliate entities shall not be liable for any party's performance or breach of any terms or provisions contained herein. unless such is due to direct negligence of UTA or its employees I f XBy: x ` By: X SIGNATUREPK PURCHASER Klttilas Valley Event Center SIGNATURE OF ARTIST Cory Wright, Chair Colt Ford k*r..:e+n1eHaiPrneat-Griotrp Colt Ford Touring LLC 5247-N 9th -St Gmaha; Nebraske-68x-64 Producer shall make reasonable efforts to supplement any of their required production specifications with any equipment already provided by Buyer. Buyer shall make best efforts to accommodate as much production equipment as possible, subject to safety and structural limitations. In no event shall Buyer be required to use all of Producers supplied production. If Producer requires any additional production equipment, which Buyer is not otherwise obligated to provide, such requests shall be subject to Buyer's approval. Additional equipment, unless otherwise previously agreed upon, (including backline, in -ear monitors, artist specified consoles, moving lights, and any other non-standard equipment) is to be provided by Producer and installed in accordance with venue safety protocols, to which Producer is made aware of in a separate writing. 225 Polk Avenue, Suite 130, Nashville, TN 37203 • (615) 564-2580 • www.unitedtalent. corn 3 fry Initial Artist: Reproduction of Performance: UTA/REG Terms & Conditions Contract #: Exhibit A Additional Terms and Conditions Purchaser shall not authorize anyone under its control nor any third parry to record, stream, broadcast, televise, photograph or otherwise reproduce the audio, visual and/or audio-visual performance, in whole or in part, rendered by Artist hereunder without Artist's prior written approval, which may be withheld for any reason. If Purchaser televises the performance hereunder on a jumbotron or similar screen during Artist's performance, then any and all tapes or other recordings - physical, digital or other - created for purposes of such real-time broadcast, shall be surrendered by Purchaser to Artist at the completion of Artist's performance unless otherwise mutually agreed upon in writing. Artist acknowledges that photography, videotaping and audio taping by the general public are impossible to completely control. Notwithstanding the foregoing, Purchaser shall use reasonable efforts to prevent any professional grade or excessive recording (audio or video) and photography by the general public. The parties recognize the prevalent use of "smartphone" cameras and, subject to Purchaser's obligations set forth herein, agree that such use shall not be deemed a breach of the Agreement. Merchandise: Except as may otherwise be stated in the agency -issued agreement to which this Exhibit A attaches (the "Agreement Face"), Artist shall have the exclusive right to sell souvenir programs, photographs, records and any and all types of Artist merchandise including, but not limited to, articles of clothing (i.e., t -shirts, hats, etc.), posters, stickers, and any other merchandise Artist wishes to sell within Artist's discretion, on the premises of the place of performance. Notwithstanding the foregoing, the receipts thereof shall be paid to Artist and Purchaser (if applicable) at the split rate as set forth on the Agreement Face. Right to Likeness: Artist's name, likeness, image, and/or biographical data shall not be used by Purchaser or any other party under the control of Purchaser, to endorse, promote or otherwise advertise Purchaser, any commercial tie-in, any sponsor, or any other product or service connected with Purchaser, unless otherwise agreed between Artist and Purchaser, in writing, prior to Artist's arrival at the performance venue. The parties agree that any pre-existing sponsors shall be deemed approved by Artist. Termination: In the event Purchaser refuses or neglects to provide any of the material items or to perform any of its material obligations per the Agreement and this Exhibit A, and/or fails to timely make any of the payments as provided herein, then Artist shall have the right, in addition to any other remedies which may be available to Artist at law and in equity, to refuse to perform in accordance with the terms of the Agreement, to retain any amounts theretofore paid to Artist (or Artist's designee) by Purchaser (or Purchaser's designee), and, Purchaser shall remain liable to Artist for the immediate payment of the full amount of the Artist Guarantee set forth in the Agreement. Notwithstanding the foregoing, Purchaser shall be granted a reasonable opportunity to cure such breach, such cure not to occur later than within a reasonable time prior to performance. Sickness / Accident / Force Majeure: In the event of Artist illness or serious injury, or if a performance is prevented, rendered impossible or infeasible by an Act of God, any act or regulation of any public authority or bureau, civil tumult, strike, epidemic, interruption or delay of transportation services, war conditions, emergencies, or any other similar or dissimilar cause beyond the control of either Artist or Purchaser (each a "Force Majeure Occurrence") it is understood and agreed by the parties that there shall be no claim for damages by either party against the other and each party's obligations hereunder shall be deemed waived and any deposit monies paid to Artist by Purchaser shall be refunded to Purchaser. Notwithstanding the foregoing, if Artist's performance is prevented by a Force Majeure Occurrence, but Artist is present, ready, willing and able to render its services in accordance with the terms hereof, then Purchaser shall pay Artist the full amount of the Artist Guarantee. Parties acknowledge that they are entering into this Agreement during a pandemic., The mere presence of COVID-19 by itself in the show market (i.e. without a mandate, or imposition by a state, federal or county governmental entity that would constitute a Force Majeure event)- shall not be considered a Force Majeure event under this Agreement. If Purchaser unilaterally cancels the Performance contract as a result of COVID-19 Artist shall be entitled to prompt payment of the Guarantee in full. The parties agree and understand that the pandemic creates unique health and safety issues that could prevent this engagement from occurring. With full knowledge of this situation, the parties hereby agree to engage in good faith to discuss any then current circumstances caused by the pandemic that may affect the engagement and shall abide by the following guidelines outlined: (a) if any state, federal, or county governmental entity cancels/denies permits (e.g., ban on mass gatherings) this shall qualify as a force Majeure Occurrence and all parties shall bear their own costs and risk and all deposits, if any, shall be promptly refunded to Purchaser. The parties shall work in good faith to try and reschedule the engagement, (b) if any state, federal or county governmental entity requires a reduction in venue capacity or imposes a mandate that cancels the engagement, the Purchaser shall have the right to attempt to reschedule the engagement, propose new deal terms for the existing engagement, or cancel the event. If either parry, after engaging in good faith attempts to remedy the foregoing, makes a good -faith determination of impossibility under this clause 31 days or more prior to the engagement Artist shall promptly refund any deposit monies paid. If either party, after engaging in good faith attempts to remedy the foregoing, makes a good -faith determination of impossibility under this clause within 30 days or less of the performance date, Artist shall have the right to retain ten (I0%) of the Artist's guarantee to cover expenses and any remaining deposit monies shall be promptly refunded to Purchaser. Artist shall promptly refund any deposit monies made. Controlling Authority: Artist and Purchaser shall have mutual exclusive control over the production, presentation and performance of the engagement hereunder including, but not limited tothe details, means and methods of the performance of the performing artists hereunder. Artist shall perform at the stage location as set forth in the Agreement. In the event of inclement weather or Purchaser's scheduling or logistic difficulties, Purchaser shall have the right to delay Artist's performance for a reasonable time period from the scheduled performance time set forth in the Agreement subject to the approval of the Artist which will not be unreasonably withheld (a "Delay"). In the event a "Delay" cannot be agreed upon despite reasonable efforts of both parties, Artist shall, nonetheless, remain entitled to the full Guarantee due under the Agreement. In the event that a non-performance is due to Artist's negligence, any deposit or monies previously paid to Artist shall be refunded to Purchaser within a reasonable time (unless the parties agree to apply any such amounts to a mutually agreed reschedule date) and Purchaser and Artist shall engage in good faith efforts to determine a mutually approved reschedule time for the engagement. In the event Purchaser and Artist are unable to determine a mutually agreed rescheduled time, each party shall, have no further obligation in relation to the engagement except pursuant to any payment obligations that may remain despite a non-performance (e.g.. as set forth in paragraph fifteen (15) herein or as may be due as a result of Purchasers uncured material breach). 225 Polk Avenue, Suite 130, Nashville, TN 37203 • (615) 564-2580 • www.unitedtalent.com Page I of 3 UTA/REG Terms & Conditions Contract #: In the event that a material delay (for clarification, not a "Delay") is due to Artist sole negligence or intentional conduct, Purchaser may be entitled to request a reduction in the Guarantee, provided that any grant of a reduction shall be dependent upon mutual agreement between all parties. 7. Weather. Inclement weather rendering performance impossible, infeasible or unsafe shall not be deemed a Force Majeure Occurrence and payment of the full amount of the Artist Guarantee shall be made by Purchaser to Artist notwithstanding. If Artist is present, ready, willing and able to render its services as contracted hereunder, irrespective of weather, the full amount of the Artist Guarantee shall be paid by Purchaser to Artist , provided, however, that Artist shall make reasonable efforts to perform the engagement at a mutually approved rescheduled time.. 8. Cancellation 9. Subject to the terms of the Agreement Face, and notwithstanding anything to the contrary herein (e.g., force majeure, inclement weather), there are no cancellation privileges for this Agreement or engagement. Independent Contractor: It is agreed that Artist and Purchaser each signs this Agreement as an independent contractor and not as employee of the other. This contact shall not in any way be construed so as to create a partnership, employer/employee relationship or joint venture between the parties, nor shall Artist for any reason by its signature hereof be held liable in whole or in part for any obligation of Purchaser or which may be incurred by Purchaser in its carrying out any of the provisions hereof or otherwise. 10. Authority for Inconsistencies In the event of any inconsistency(ies) between the provision of the Agreement (including Exhibit A) and the provision(s) of any rider, addendum, exhibit or any other attachments hereto, the parties agree that the provisions of this Exhibit A shall control. 11. Indemnification: Purchaser hereby indemnifies and hold Artist, as well as Artist's agents, representatives, principals, employees, contractors, officers and directors 'Indemnitees' harmless from and against any loss, damage, or expense, including reasonable outside attorney's fees incurred or suffered by or threatened againstArtist or any of the Indemnitees in connection with or as a result of: (a) any act or failure to act by Purchaser, its employees, agents, representatives, contractors, officers and/or directors 'Purchaser Parties' (b) Purchaser's and/or Purchaser Parties' breach of any of the warranties and representations made by Purchaser hereunder or in any addendum or rider(s)attached hereto; (c) Purchaser's and/or Purchaser Parties' breach of any of the terms hereof and/or of any addendum and/or rider(s) attached hereto; (d) any claim for personal injury or property damage or other brought by or on behalf of any third party as a result of or in connection with the engagement, which claim does not result from the active and willful negligence of Artist. Notwithstanding the foregoing, Artist and its employees, representatives, agents, contractors, shareholders and successors- in -interest shall be responsible for any and all claims, losses, damages, liabilities, costs and expenses due to their own negligence. Artist agrees to indemnify and hold harmless Purchaser and Purchaser's officers, agents and employees from any loss, damage, or expenses as a result of any third party claim for death, personal injury, or property damage where such claim is the direct result of Artist's negligence or intentional wrongful act or omission (including reasonable outside attorneys' fees, expenses, and liabilities incurred in the defense of any such claims) where such claim is reduced to a final adverse judgment by a court of competent jurisdiction. 12. Dispute Resolution: 'Aa an,ry run This Agreement and all questions arising hereunder shall be governed by, and construed in accordance with, the laws and decisions of *el eiseewith t rvi effect to the principles thea�r lacing to conflicts of law. Each of the parties hereto (a) irrevocably agrees that the Federal Courts located In the State of '�yl�t or the State Courts of �s r' °n as applicable, sha$l have sole and exclusive jurisdiction over any suit or other proceeding arising out of or basedupon this Agreement, (b) submits to the venue and jurisdiction of such courts and (c) irrevocably consents to personal jurisdiction by such courts. 13. Conflict of Laws Nothing in this Agreement shall require the commission of any act contrary to law or to any rules or regulations of any union, guild or similar body having jurisdiction over the services and personnel to be furnished by the Purchaser to Artist hereunder. If there is a conflict between any provision of this Agreement and any law, rule or regulation, such law, rule or regulation shall prevail and this Agreement shall be curtailed, modified and/or limited only to the extent necessary to eliminate such conflict. Artist agrees to comply with all regulations and requirements of any union(s) that may have jurisdiction over any of the said materials, facilities, and personnel to be furnished by Purchaser, of which Artist is advised by Purchaser, in writing, prior to arrival at the performance venue. 14. United Talent Agency, LLC as Agent It is agreed that United Talent Agency, LLC 'Agent' is not a party to the Agreement and acts herein only as the agent for Artist. As such, Agent is not responsible for any act of commission or omission on the part of either Purchaser or Artist. In furtherance thereof and for the benefit of Agent, it is agreed that neither Artist or Purchaser will name or join Agent as a party in any civil action or suit arising out of, in connection with, or related to any act(s) of commission or omission of Purchaser or Artist hereunder. If at any time there shall be a controversy between Purchaser and Artist with respect to the monies for the performance(s) covered hereunder which are held by Agent in its trust account 'Trust Funds' Agent may upon notice to Purchaser and Artist either: (i) hold the Trust Funds until otherwise directed by a written instrument signed by Purchaser and Artist or by an order, decree or judgment by a court of competent jurisdiction which, by lapse or otherwise, shall no longer be or shall not be subject to appeal or review, or, (ii) deposit the Trust Funds in any court of competent jurisdiction pending the final determination of any dispute among the parties hereto. Upon delivery of the Trust Funds in accordance herewith, the obligations of the Agent shall cease with respect thereto and it shall not be required to perform any further acts whatsoever pursuant to this Agreement. I5. Assignment / Transfer This Agreement: (a) shall not be assigned or transferred without the written consent of both parties; (b) contains the sole and complete understanding of the parties hereto with respect to the subject matter hereof, and, (c) may not be discharged, except by a written instrument, signed by both parties. The person executing this Agreement on Purchaser's behalf warrants his/her authority to do so. The terms, 'Purchaser' and 'Artist' as used herein shall include and apply to the singular, the plural and all genders. 225 Polk Avenue, Suite 130, Nashville, TN 37203 • (615) 564-2580 • www.unitedtalent.com Page 2 of 3 UTA/REG Terms & Conditions Contract #: 16. Counterparts This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one single agreement between the parties. The parties agree that transmission to the other party of this Agreement with its facsimile signatures shall suffice to bind the party transmitting the same to this Agreement in the same manner as if an original signature had been delivered. Without limitation of the foregoing, each party who transmits this Agreement with its facsimile signature covenants to deliver the original thereof to the other party as soon as practicable thereafter. 17. Waiver. No delay or omission by either party to exercise any right or power it has under this Agreement shall impair or be construed as a waiver of such right or power. A waiver by either party of any breach or covenant shall not be construed to be a waiver of any succeeding breach or any other covenant. All waivers must be in writing and signed by the party waiving its rights. 18. Confidentiality: The terms of this Agreement, as well as correspondence and documentation related to this Agreement, are confidential to the parties and may not be disclosed to any third parties without the prior written consent of the parties hereto, except as disclosure may be required to professional advisors or by law or courtorder, or for carrying out the purposes of this Agreement. Further, the parties shall treat as confidential all information, data and documents acquired by each other relating to the business affairs of the other, except as such information may already be in the public domain. Notwithstanding anything to the contrary contained herein, if Artist is subject to a recording contract which mandates disclosure of show- and touring -related information and documentation to the record label as part of that contract, then any disclosures made by Artist (or Artist's agent or representative) in compliance therewith (including, without limitation, this Agreement and documentation ancillary hereto), shall be permitted and shall not be deemed a breach of the confidentiality provision(s) hereof by Artist (or Artist's agent or representative). Security and Insurance: Purchaser agrees to provide security personnel and take all security measures to ensure the safety of Artist during the engagement hereunder. Purchaser's failure to provide such security shall be a material breach of this Agreement and governed by the terms of Paragraph 4 herein. (a) On the date of the contracted performance and through completion of Artist's load -out, Purchaser shall have valid, current and appropriate commercial general liability insurance with limits of no less than $1,000,000 (US) per occurrence to cover its liability as noted above, and worker's compensation insurance for Purchaser's employees in accordance with legal requirements. Upon reasonable request, Purchaser shall provide Artist with a certificate evidencing the above insurance. (b) In the event Artist contracts with Purchaser as an individual, as opposed to a legal entity, Purchaser will require a COI (Certificate of Insurance) as detailed in this paragraph. If Artist contracts directly as an individual, Artist acknowledges that Artist shall carry its own general liability and workers compensation insurance as required by law in order to perform at this event. Artist's failure to comply with any workers compensation obligation imposed on Artist by applicable law shall be considered a breach of this agreement and Purchaser may, as its sole right and remedy, cancel the engagement as a result thereof (subject to Artist's reasonable opportunity to cure same upon timely, separate, and written notice from Purchaser). Artist further acknowledges that they must provide a COI to Purchaser within ten (10) days of written request by Purchaser. 20. Licenses/Forms: Purchaser shall be responsible for acquiring all licenses, permits and authorizations required to be obtained for this performance, including without limitation, any and all union, guild, music publisher, record company, performing rights society and public authority permissions, consents and licenses. All such licenses, permits and authorizations shall be valid and in effect throughout the Term of this Agreement and shall specifically cover any and all performance(s) hereunder. Artist must provide a proper and completed tax form (W-9, WT -1 I, or W4 -NA) prior to the event upon Purchaser's separate written request (e-mail to suffice). All cash requests are subject to Purchasers approval. Artist acknowledges that he/she is an independent contractor and accepts full responsibility for payment of all of its/his/her own taxes, including without limitation, unemployment compensation, all income tax deductions, social security deductions, any and all other taxes or payroll deductions required for all employees engaged by Artist in the performance of the work authorized by the Agreement. The Purchaser shall not be liable for any taxes or musician union dues required as a result of Artist's employees, agents, or representatives' performance under the Agreement, unless otherwise agreed in writing. Limitation of Liability: Notwithstanding anything to the contrary contained herein: (i) in no event shall either party be liable for any incidental, special or consequential damages (including, without limitation, any lost profits or loss of business, whether foreseeable or not), occasioned by any cause whatsoever. Purchaser shall not be liable to Artist for any injury or damage to Artist or the Artist's equipment, unless such injury or damage is caused by the negligence or intentional conduct of Purchaser its agents, employees, contractors, subcontractors, volunteers, and/or the like. Artist shall remove all of Artist's equipment and personal effects from the stage location and dressing rooms no later than within a reasonable time after the end of Artist's performance, unless prevented or prohibited from doing so through no fault of the Artist. 22. Equipment With the exception of the equipment detailed on the Contract Face and Artist rider (per advance), any additional equipment needed and/or required by Artist shall be at the expense of the Artist, unless otherwise agreed in writing by Purchaser. 225 Polk Avenue, Suite 130, Nashville, TN 37203 • (615) 564-2580 • www.unitedtalent.com Page 3 of 3 For Bus or Fly dates CONTRACT RIDER As Of August 25, 2020 Disregard All Other Copies This RIDER ("Rider") is attached to and shall be made a part of the CONTRACT (the "Contract") for services between ("Produces") furnishing the services of Colt Ford ("Artist") and the purchaser of said services (hereinafter referred to as "PURCHASER") as defined on the face of the contract in connection with Artist's performance(s) at the venue(s) described therein (the "Venue" or the "Engagement") described in the CONTRACT. Th06 RIDER, or any o�€y h�r��ar �.,...,�:d.+ by PRO lrI supersede-afly-a-Rd-a-El-134DERS or ADDENIM 1W.S. Make all checks payable to: Colt Ford Touring, LLC PP,OWC€P,and-PURCHASE-R-musti#WaPeac�h-page-eiEtJh:� �'�, R. Purchaser Initials. Colt Ford: Colt Ford Rider Revised August 25, 2020 2 Manaaement Beatriz Francisco Publicity Booking Agency Bridger Simons Claire Cook UTA Alec Vidmar P.O. Box 58987 3728 Keystone Avenue 209 10th Avenue South, Suite 511 Nashville, TN 37205 Nashville, TN 37211 Nashville, TN 37203 Office- 615-515-7984 Office- 615-733-9983 Office: 615-564-2580 Beatriz@TKOartistmanagement.com claire!Qaverageloesent.com Alec.Vidmar�D-unitedtalent.com B ridaer d..TKOa rtistma n agement, co m Tour Personnel Band: Colt Ford (Jason Brown) Lead Vocals Nick Velordi Bass / Vocals Tim Haines Drums Justin Bertoldie Band Leader /Fiddle / Vocals Spencer Bassett "Spanky" Guitar/ Vocals William Phillips "Cole" Guitar / Vocals Crew: Justin David Tour Manager 615-717-7779 justindavidmua!g@aol.com John Mahan "JD" FOH Engineer Tony Galyon Monitor Engineer & Production Mgr. 615-319-2889 coltfordproduction@gmaii.com Justin Coleman Stage Manager & Guitar Tech PRODUCER and PURCHASER hereby agree to the following additional terms and conditions: AS AMENDED Purchaser Initials: Colt Ford: Colt Ford Rider Revised August 25, 2020 lain 1�iri �.�►tTTY���r��i� riJ��i �ii��c.1�I�ii la...� .: �iY .� .�_ ►�. r � i. .. ���� � i BUSINESS REQUIREMENTS 1. GENERAL INFORMATION This rider, attached to the contract, and the specifications therein are deemed necessary by the PRODUCER / ARTIST in order to present the best possible show. All deletions additions, substitutions or modifications to this contract and rider must be acknowledged e rni1E eRei+v . in Writin'` a�iparties to be valid. If PURCHASER has any questions, or for some reason cannot provide any of the following items, Purchaser should contact Artist's Management Office immediately or within seven (7) days of receipt of Rider. emed-o#f n the COMtfflC4rtder: The PURCHASER shall inform all persons in connection with the fulfillment of the conditions of the contract rider (including, without limitation, box office managers, marketing representatives, house managers, stage managers, stage hands, technicians, electricians and security guards) of information provided herein. Washington This contract shall be construed in accordance with the laws of the State of Terfinesft1--e. The state and federal courts located in Davidson County, Tennessee shall have exclusive jurisdiction over any litigation concerning this #- Ries irrevocably submit themselves to the personal jurisdiction of said courts. 2. BILLING/ADVERTISING A. HEADLINE ACT Unless otherwise stated to the contrary in the Contract, Artist shall receive 100% sole billing in any and all press release, advertisements and other publicity including, but not limited to, radio, television, ad mats, tickets, newspapers, programs, fliers, signs, lobby boards and marquees. Artist shall have approval over each of the foregoing. No other name or photograph shall appear in equal or larger type with respect to size, thickness, boldness or prominence than the type afforded Artist nor shall it appear on the same line or above the name or likeness of Artist. Artist must have knowledge and approval of any support acts on the bill when headliner. 91=61-14KITM Purchaser Initials: Colt Ford: Colt Ford Rider Revised August 25, 2020 4 If the contract calls for Artist to perform as a support act, then Artist shall Receive 100% special guest star billing in any and all press releases, advertisements and other publicity including, but not limited to, radio, television, ad mats, tickets, newspapers, programs, fliers, signs, lobby boards and marquees. Artist shall have approval over each of the foregoing. No other name or photograph of any other support act shall appear in equal or larger type with respect to size, thickness, boldness or prominence than the type afforded to Artist nor shall it appear on the same line or above the name or likeness ofArtist. C. ADVERTISING Producer shall have approval over all advertising and promotions. If requested, Purchaser agrees to use all ad mats, photographs and other material provided by Producer. Upon sell-out of an Engagement, Purchaser shall promptly stop all advertising in connection therewith. 3. CANCELLATION / FORCE MAJEURE see negotiated AT&C's #5 w w�9 w - s r: 4" t 0 W—m - s � y ww w w - rw=r.w r- i PURE)! w Shall r- - 'V "' • i r her with respect to performenee— mAllR{At It is agreed and understood that in the event PURCHASER should fail to fulfill any of the terms and conditions provided herein, PRODUCER may elect to cancel the Engagement, relinquishing PRODUCER from any further liability. PRODUCER shall be entitled to retain any deposits paid by PURCHASER, in addition to PRODUCER's legal and equitable remedies. REASONABLE OPPORTUNITY TO CURE SAID BREACH. SUCH CURE NOT TO OCCUR LATER THAN WITHIN A REASONABLE TIME PRIOR TO PERFORMANCE. Notwithstanding anything contained herein to the contrary, PURCHASER shall remain liable for payment of the full contract price regardless of any-eanc N u &pgagement or non-performance by PRODUCER by virtue of inclement weather. PRODUCER shall have the sole right to determine in good faith whether any such weather conditions shall render the performance(s) impossible, hazardous or unsafe, and ARTIST shall have no obligation to perform in any such event. -r i r rIlw r - "ir i■ W ti wwwa�w i *��rt w .. 1 - - - �_ -i r w r If Artist's performance(s) hereunder is rendered impossible, hazardous or is otherwise prevented or impaired due to sickness, inability to perform, accident, interruption or failure of means of transportation, Act(s) of God, riots, strikes, labor difficulties, epidemics, earthquakes, any act or order of any public authority and/or any other cause or event, similar or dissimilar, beyond Artist's control, then Artist's obligations with respect to the affected performance(s) shall be excused and Artist shall have no liability to Purchaser in connection therewith. , r aril abler p�Prrfel�as�r of the occurrence of any of the foregommg evemts. For purposes of this provision, the term "Artist" shall Purchaser Initials: Colt Ford: Colt Ford Rider Revised August 25, 2020 include Artist or any organization member thereof. 4. ADDITIONAL REPRESENTATIONS AND WARRANTIES Purchaser represents and warrants that: (i) it has the right and authority to enter into this Rider and Contract and to fully perform its obligations contained herein, (ii) it has the right to grant the rights granted herein and that PRODUCER'S exercise of any such rights does not and will not infringe upon or impair the rights or interests of any third party, (iii) all goods, equipment and other materials provided by PURCHASER (or at it's request or direction) shall be safe, fully operational, and will not cause injury or damage to any person or property, and (iv) that all persons provided by PURCHASER (including it's agents, employees and contractors) shall be adequately trained and capable of performing their required duties and that such persons shall, at all times, act in a safe manner without causing injury or damage to any person or property. The undersigned warrant and represent that they are authorized to execute this Rider and Contract on behalf of the respective parties. 5. INCLEMENT WEATHER SEE NEGOTIATED AT&C'S #7 Artist's obligations hereunder shall be excused and Artist shall have no liability to Purchaser if Artiste' determines in good faith that their performance is (or is likely to be) rendered impossible, hazardous or is otherwise prevented or impaired due to inclement weather. In such event (and notwithstanding anything to the contrary), Purchaser shall remain liable to Artist for the full contract price plus any percentage monies called for in the contract. 6. STAGING EXISTING EVENT PRODUCTION WILL BE IN PLACE PER ADVANCE Purchaser shall provide and pay for an adequate stage suitable for its intended purpose. Without limiting the generality of the foregoing, said stage shall be designed and constructed in order to accommodate Artist's production requirements including those contained in the attached COLT FORD Production Rider. If the Engagement is intended to be performed outdoors, Purchaser shall provide and pay for adequate stage covering and grounding to protect all persons and equipment involved in the production of the Engagement (including Artist and their crew) from inclement weather and dangerous conditions resulting therefrom. The foregoing shall apply to, without limitation, all stage areas, mixing consoles and wiring. Producer shall have the sole right to determine in good faith whether such covering and grounding is adequate. If on grass or mud Colt Ford will need plywood from bus to stage and enough plywood for a load in & out area. Also will need plywood for monitor world & guitar world. Please see Production Manager for this. This provision is subject to the terms of the attached COLT FORD Production Rider 7. CREATIVE CONTROL Producer shall have exclusive control over all creative elements of the Engagement including, without limitation, the creative elements of the following: sound, lights, choice of performers (including master of ceremonies and welcoming speakers) , stage sets, curtains, backdrops, Purchaser Initials: Colt Ford: Colt Ford Rider Revised August 25, 2020 song selection, manner of performance, and any music, film or videotape played to patrons at any time during the Engagement including prior to performance and during intermission (if any). 8. ANCILLARY RIGHTS STILL NON-PROFESSIONAL PHOTOS PERMITTED BY AUDIENCE A. BROADCASTING RECORDING Purchaser agrees that Artist's performance hereunder, including any part thereof, shall not be broadcast, --photog raphed-, recorded, filmed, taped or otherwise reproduced in any form, by any method, for any purpose, without Artist's and Producer's prior written consent. Purchaser shall deny entrance to the Venue to any persons carrying audio, film or video recording devices including, without limitation, patrons, press and Purchaser's staff. In furtherance thereof, Purchaser shall place large signs at all Venue entrances describing this prohibition. PURCHASER shall post the following at all facility entrances and on all tickets- "THE USE OF AUDIO OR VIDEO RECORDERS IS STRICTLY PROHIBITED." If Purchaser, its agents, employees or contractors reproduce or cause or allow to be reproduced, Artist's performance (or any part thereof) in film, tape or in any other form, upon demand by Artist, Purchaser shall deliver all of the same (together with any and all masters, negatives and copies thereof) to Producer at Purchaser's sole cost and expense. The #enegoing-shall be On addition toft e�°rLr-rt�fit3 ail.�i ,=e�7tv�u'i�'s ami rimed - Notwithstanding the foregoing, Producer shall have the sole and exclusive right to record (audio and/or visual) Artist's performance at no cost to Producer or Artist. Purchaser shall secure, at no cost to Producer or Artist, all approvals, consents and the like required by any third parties in connection therewith including, without limitation, those required by the Venue, and any unions orguilds. TO BE NEGOTIATED WITH EVENT B. RIGHT OF PUBLICITY Except as otherwise agree in writing, nothing contained herein is intended, nor shall it be construed, to grant Purchaser any rights in connection with the use of the name, voice, likeness, logo or biography of Artist or any member thereof except for promotion of specific event. C. MERCHANDISING Producer, or its designee, shall have the spa d exG6sive right, without obligation to any party, to sell and distribute merchandise of any kind at the Engagement including, without limitation, merchandise containing the name, voice, likeness and logo of Artist and any member thereof including, but not limited to, all souvenir books, wearing apparel, posters, stickers, programs, and other items of merchandise prior to, during and after each performance (collectively "Artist's Merchandise"). No "event shirt" or program or any material bearing ARTIST's name and/or likeness shall be printed, produced or distributed without the prior written consent of PRODUCER, which may be withheld at the sole discretion of PRODUCER , Producer sha'! retain one hund .. cent(! 005b), of"th"ress reeeipts resuffing frorn the sale of ' ndise: Purchaser Initials: Colt Ford: Colt Ford Rider Revised August 25, 2020 PURCHASER shall provide at its sole cost, Three (3) eight foot tables, Two (2) chairs sturdy & comfortable for 300 lbs. person, well lit, secure, adequate space, prime locations for merchandising, with proper security for PRODUCER's designee to vend such materials and PURCHASER agrees that PRODUCER's designee shall have access to any hall facilities and areas adjacent to the venue as deemed necessary by PRODUCER's designee. Producer shall have sole approval over any vendors selling Artist's Merchandise. PURel 1ASER further agrees to use its best efforts to prohibit the sale or viTvi . r�—TL4emis-r7of s1:da-r_tTh17__V1=TTQI�. Purchaser shall, at its sole cost, prohibit the sale or distribution of all unauthorized or so-called "bootleg" merchandise on or adjacent to the Venue. Mill i i i i i D D. CONCESSIONS The sale of food and drinks at the Engagement shall be limited to areas outside of the performance area and not-Lie-visble-""e-stage. If alcoholic beverages are sold or distributed at the Engagement, then Purchaser assumes sole liability for all damage or injury to person or property in connection therewith. UNLESS SUCH IS DIRECTLY DUE TO THE NEGLIGENCE OF ACT OR ACTS AGENTS OR EMPLOYEES E. SPONSORSHIP EXISTING SPONSORS IN PLACE (i) Purchaser venue Sponsors: All forms of sponsorship secured or obtained by Purchaser and/or the Venue relating to the Engagement, whether part of an ongoing series or specifically for the Engagement are subject to the following: All such sponsorship must be approved by Artist not later than fourteen (14) days prior to the Engagement. To the extent Artist consents to sponsorship as stated above, the terms of the Producer's consent thereto shall be subject, in part, to the following conditions: (i) sponsorship shall not be used to directly or indirectly to suggest that Artist, or any organization member thereof, endorses, uses or otherwise is associated with the products or services of any sponsor(s); (ii) banners or other signage shall not be located within the performance areas on, above or meaf the stage; and (iii) Artist shall retain creative control over same. The term "sponsorship" as used herein, shall be given the broadest possible definition and shall Purchaser Initials: Colt Ford: Colt Ford Rider Revised August 25, 2020 include, without limitation, all use of or references to the name, logo or likeness (as applicable) of any product, service, business, person or any other entity (apart from the name or logo of Purchaser), whether or not Purchaser receives compensation in connection therewith. The foregoing shall include, without limitation, posters, handbills, newspapers, radio ads, promotional items, tickets and the like. (ii) Artist Sponsors. TO BE NEGOTIATED WITH EVENT, PER ADVANCE Notwithstanding the foregoing, Artist shall have the right to secure sponsorship agreements in connection with the Engagement. Artist shall have the right (at no cost to Artist) to implement the terms thereof including, without limitation, the right to (i) place banners or other signage within the Venue; (ii) to cause said sponsors to be used in any promotions or advertisements relating to the Engagement, and (iii) to retain creative approval over the implementation of same. 9. LIABILITY Except as otherwise specifically provided herein, Purchaser assumes full liability and responsibility for the payment of any and all costs, expenses, charges, claims, losses, liabilities and/or damages related to or based upon the presentation or production of the Engagement in which Artist is to appear hereunder. UNLESS SUCH IS DIRECTLY DUE TO NEGLIGENCE OF ACT OR ACT'S AGENTS OR EMPLOYEES 10. INSURANCE Purchaser shall provide, at its sole cost, Commercial General Liability insurance covering any claims, liabilities or losses directly or indirectly resulting from injuries to any person (including bodily and personal injury) and from and property damage and/or loss in connection with the Engagement. Such insurance shall be in the amount required by the Venue, but shall not be less than One Million U.S. Dollars ($1,000,000) aggregate per occurrence and One Million U.S. Dollars ($1,000,000) per event, placed with an insurance carrier acceptable to Artist. Said insurance shall be in full force prior to engagement and be in effect at all times when Artist or any of his respective employees, agents or contractors (or any of their respective equipment) is or are at the Venue. s-adetii°ral insr�Ied s ire ear areg$i� AS REQUIRED BY LAW Purchaser shall also provide, at its sole cost, a policy of Worker' ompensation insurance covering all of Purchaser's employees, subject to the requirements of the applicable state or foreign law. Purchaser shall providePa certificates of insurance evidencing the above policies and coverage to Business Manager aHeas� r<eergl4)-dsys-pfio estt-- Producer's failure to request, review or comment on such certificates shall not affect Purchaser's obligation to provide said certificates or Producer's rights hereunder. PURCHASER shall indemnify, save, and hold harmless PRODUCER and PRODUCER's present and Purchaser Initials: Colt Ford: Colt Ford Rider Revised August 25, 2020 0 UNLESS SUCH IS DIRECTLY DUE TO THE NEGLIGENCE OF ACT OR ACT'S AGENTS OR EMPLOYEES future officers, principals, representatives, affiliates, licensees, agents, employees, musicians, crew, attorneys, accountants, successors and substitutes, from and against any and all claims, demands, debts, liens, damages, liabilities, costs, expenses (including attorneys', paralegals' and accountants' fees and costs and court costs, whether or not litigation is commenced) and judgments arising out of or in connection with any breach or alleged breach by PURCHASER of any implied or actual representation, warranty or agreement made by PURCHASER herein, any claim by a third party with respect to PURCHASER's obligations pursuant to any agreement(s) directly or indirectly relating to the concert event(s) (including, without limitation, the concert performances(s) hereunder) and/or the advertising and promotion thereof, or any bodily injury, death, or loss of or damage to property in any way related to the concert event(s) (including, without limitation, the concert performance(s) hereunder) or any authorized or unauthorized act(s) or omission(s) of PURCHASER or PURCHASER's employees, agents or independent contractors retained by PURCHASER, including the facility and site of concert event(s). Without limiting the generality of the foregoing, PURCHASER is responsible for the security and safety of each concert, the facility and site and its immediate vicinity, including the security and safety of ARTIST, ARTIST's musicians and crew, ARTIST's entourage, audience members, the facility and site personnel and any Invitees orattendees. UNLESS SUCH IS DIRECTLY DUE TO THE NEGLIGENCE OF ACT OR ACT'S AGENTS OR EMPLOYEES It is specifically understood that ARTIST's performance after any failure of PURCHASER orthe facility to provide either policies or certificates required herein, shall not be deemed a waiver of PRODUCER's rights or of any of PURCHASER's obligations hereunder. PURCHASER shall still be solely responsible for providing or causing to be provided all of such insurance and PURCHASER shall be fully liable for its failure to provide or cause to be provided the same. 11. LICENSES/ PERMITS Purchaser shall secure, at its sole cost, all licenses, permits, certificates, leases, authorizations and the like required or requested by any union, guild, governmental authority, performing rights society, Venue owner or any other third party in connection with (i) the Engagement and (ii) Artist's Producer's exercise of any rights granted herein. Purchaser agrees to fulfill, or cause to be fulfilled, all terms, conditions, covenants, rules and/or regulations of such parties in connection therewith as well as pay all levies, dues and fees applicable thereto. Upon request, Purchaser shall provide Artist with evidence of the foregoing. Producer's failure to request or review same shall not be deemed a waiver of Purchaser's obligations or Producer's rights hereunder. 12. PAYMENT/ SETTLEMENT IMMEDIATELY FOLLOWING Payment to PRODUCER for Engagement shall be made in full to PRODUCER's representative }mer t -o --Engagement, said payment should be made only by or certified check. Payable to: Colt Ford Touring, LLC EVENT CHECK Please advance settlement with ARTIST road manager. A. TICKET MANIFEST Purchaser Initials: Colt Ford: Colt Ford Rider Revised August 25, 2020 10 f7EXPC--POISE& -'Sa1!ly�hl Y..IL�r 1�•� ill:_[LRlIL:iL�3Ul��llY2llLMfrl: :f :►iii lr l:i-f�E�lmzll= z,:37 lGL'1Y 11i Lj�l�C !mac ELM � _3R. !T_�I : i i . G l�T��i _ _ _ _ _ .1�7T_T�Fti'!'!T_�. _ _ _ _ _ _ ■ _ _ ' illioANOir - - - G ": - : : • ■ ": 'i•" 11 oil 19 .01 MmVp 11160 WON "M �- - - : r ter' - -i- - -IMMLi-- JML-i- �I N" 0, !--L 1 0 1 It oumqc hem. general :r :(if exists). A •yp _ __ i .i . 11I ITI_ i I-ITj.. ■111�yl<KL•Jil+i�'1'L+_i•i_ Purchaser Initials: Colt Ford: Colt Ford Rider Revised August 25, 2020 12 B. ARTIST COMPS Purchaser shall provide Artist with thirty five (35) complimentary tickets for each performance of the Engagement, located in prime locations, at no cost to ARTIST. Questions regarding the release of comps should be directed to ARTIST Road Manager 14. BREACH PURCHASER SHALL BE GRANTED A REASONABLE OPPORTUNITY TO CURE SAID BREACH. SUCH CURE NOT TO OCCUR LATER THAN WITHIN A REASONABLE TIME PRIOR TO PERFORMANCE. Each of the terms and conditions of this Rider and Contract is necessary and essential for Producer's full performance of it's hereunder. Accordingly, if Purchaser refuses or neglects to ATERlA!- fulfill a+H+the terms and conditions contained in the Ride or the Contract (including, without limitation, the payment of any monies due and any services and items required hereunder) the Purchaser shall be deemed in material breach of contract. In such event, Artist shall have the right, without further obligation to Purchaser to: (i) refuse to perform this Contract; (ii) cancel the Engagement; (iii) retain any amounts paid to Artist as partial compensation; and (iv) hold Purchaser liable to Artist for the full contract price. The foregoing shall be in addition to any other rights and/or remedies available to Artist in law and/or equity. t , negleetted or refused to pe-111%orm-any e0ff'L-1C%C'1-W4 rhes been impaired or is tinsatisfisetfory (in Artist's opil-1-401-01 AI'List shall have the right to dernand psi make such peyfner&imm, Ic -LL- event, Artist she'! have the right, wit I d , ts ier ob ligation to Ir -ti rehasef to! (i) e rforrn th is �t;-(t)�°etair� ta�4rtas pawl p re fe--to Hequity. Purchaser Initials: Colt Ford: Colt Ford Rider Revised August 25, 2020 13 15. INDEPENDENT CONTRACTOR The relationship between Producer and Purchaser is that of independent contractors. Accordingly, nothing in this Contract is intended, nor shall it be construed to constitute the parties as a partnership, joint venture, employee/employer relationship, principal/agent relationship or other relationship and neither party shall represent itself to third parties as such. Producer and Artist shall not be liable in whole or in part for any obligation incurred by Purchaser in carrying out its obligations hereunder. 16. INDEMNIFICATION UNLESS SUCH IS DIRECTLY DUE TO NEGLIGENCE OF ACT OR ACT'S AGENTS OR EMPLOYEES Purchaser agrees to indemnify and hold harmless Producer and Artist and each of their respective employees, agents and contractors from and against any claims, costs (including, without limitation, reasonable attorneys' fees and court costs), expenses, damages, liabilities, losses and/or judgments arising out of, or in connection with, any claim, demand or action made by any party if such are (or are alleged to be) a direct or indirect consequence of: (i) the Engagement; or (ii) any breach or alleged breach of any warranty, representation, agreement or covenant made by Purchaser herein. 17. TAXES ARTIST MAY BE SUBJECT TO LOCAL, STATE OR FEDERAL INCOME OR SIMILAR TAXES REQUIRED BY ANY GOVERNMENTAL AUTHORITY EXERCISING CONTROL OR TAXING AUTHORITY OVER THIS EVENT. Purchaser shall pay, at its sole cost, all taxes, fees, dues, levies and the like relating to the Engagement and the sums payable to Producer shall be free of same. The foregoing shall not apply to any Federal or State income taxes imposed by law on Producer or Artist for Engagements performed within the United States (unless otherwise stated on the face of the Contract) but shall apply to all other forms of taxes including, without limitation, any business occupations tax or any value added tax ("VAT"). 18. CHOICE OF LAW AND FORUM / ATTORNEYS' FEES WASHINGTON This Rider and Contract shall be deemed made and entered into int a of Tennessee and shall be governed by the laws of such State applicable to contract red into and wholly to be performed therein. The State or Federal courts located in � ;;;e; TQAResee shall have exclusive jurisdiction over any disputes arising hereunder and the parties hereto agree to submit to the jurisdiction of these courts. In such event, the prevailing party to such dispute shall have the right to be reimbursed by the other party for its reasonable attorneys' fees. + . • • • ■ ■ U it r • •Il�i+i`11�1 i11�1+isll�it.11lR`1-1r1 L•i�rl•i rtl+l�f�Ilf.�lrir'l�i-1 i'tlt`I-[-l�l'L•11►�• _ .IML.AKILMA UL :: N -400 An - 20. SECURITY PERADVANCE Purchaser is solely responsible for providing security in connection with the Engagement. To this end, Purchaser shall provide and pay for adequate security for the protection of all persons and property in connection with the Engagement including, without limitation, Producer, Artist (and each of their respective agents, employees, contractors and equipment) and patrons. The foregoing is in addition to any other security requirements of Producer contained in the attached COLT FORD Production Rider. 21. GENERAL REQUIREMENTS / PRODUCTION RIDER PER ADVANCE Except as otherwise agreed to by the parties in writing or as otherwise stated in the attached COLT FORD Production Rider, Purchaser shall provide, at its sole cost, all elements of the production as required by Artist including, without limitation, catering, dressing rooms, internal ground transportation, sound, lights and-baraklr•p,-equipment. If the Artist Production Rider is attached hereto, then said Artist Production Rider shall be made a part hereof and Purchaser agrees to fulfill or cause to be fulfilled, at its sole cost, all terms and conditions contained therein. AS AMENDED 22. ADDITIONAL REPRESENTATIONS AND WARRANTIES Purchaser represents and warrants that: (i) it has the right and authority to enter into this Rider and Contract and to fully perform its obligations contained herein: (ii) it has the right to grant the rights granted herein and that Artist's Producer's exercise of any such rights does not and will not infringe upon or impair the rights or interest of any third party; (iii) all goods, equipment and other materials provided by Purchaser (or at its request or direction) shall be safe, fully operational and will not cause injury or damage to any person or property; and (iv) that all persons provided by Purchaser (including its agents, employees and contractors) shall be adequately trained and capable of performing their required duties and that such persons shall, at all times, act in a safe manner without causing injury or damage to any person or property. The undersigned warrant and represent that they are authorized to execute this Rider and Contract on behalf of respective parties. 23. RETURN OF CONTRACT Purchaser Initials: Colt Ford: Colt Ford Rider Revised August 25, 2020 15 UnHeei-Tater�k , Un'ted- , upon-n theuHiab*ft- Prod rOs failure to exercise its right ce-n-ce, L11- rne eeRhe Mme-Oierea#ker: 24. MODIFICATION / ASSIGNMENT / MISC. This 36'kAff and e matte r hereoll, _1`11 , is IRN i der a nd Gon tract (or a ny peft-thefeef"mMUy 11V4. VV ived Nothing in this Rider or Contract 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 the services of Artist or the Engagement. Whenever there is any conflict between any provisions of this Rider and Contract and any law, rule or regulation, said law, rule or regulation shall prevail, and this Rider and Contract shall be modified to the extent necessary to eliminate such conflict. This Rider and Contract may not be assigned without the written agreement of the parties; otherwise, any such attempted assignment shall be deemed null and void. 25. NOTICES/ CONSENTS All notices, consents, approvals, agreements and the like given in connection with this Rider and Contract shall not be effective unless contained in a writing, signed by the party giving same. 26. PARAGRAPH HEADINGS Paragraph headings are used herein for convenience only and shall not be used to interpret this Rider. Purchaser Initials: Colt Ford: Colt Ford Rider Revised August 25, 2020 16 PRODUCTION REQUIREMENTS MON / PRODUCTION MANAGER: Tony Galyon 615-319-2889 coltford roduction mail.com We understand that it is not always possible to fill all parts of every tech rider. Getting in touch with us to advance the show is very important. We truly want the best show possible for Colt Ford fans as well as a positive, memorable experience for everyone involved with the event. Please let us know which parts of this rider you are having trouble with and we'll work on compromises and adaptations upon approval of Colt Ford Tour Manager and Production Manager. Thanks in advance for your time and attention. Purchaser Initials: Colt Ford: Colt Ford Rider Revised August 25, 2020 17 EXISTING EVENT PRODUCTION WILL BE IN PLACE PER ADVANCE PRODUCTION REQUIREMENTS 1. GENERAL INFORMATION PURCHASER or authorized representative must be on site from Three (3) hours prior to load -in until completion of load -out. Prior to putting tickets on sale, PURCHASER agrees to notify PRODUCER of any mandatory union breaks, curfews, fire regulations, sound and light level requirements and limitations, rigging limits, building codes and any other federal, state or local ordinances. PURCHASER agrees to notify PRODUCER of any late or early load -ins due to other activities in the facility. PRODUCER reserves the right to determine the Imo; content and nature of the show. PRODUCER's production staff shall have complee control over all technical aspects of show, including support acts and program music. ARTIST's Production Manager will make decisions relative to staging of ARTIST's performance. PURCHASER's failure to comply with reasonable request may require the performance to be delayed or canceled at PURCHASER Iiability,DRCHASER SHALL BE GRANTED A REASONABLE OPPORTUNITY TO CURE SAID BREACH. SUCH CURE NOT TO OCCUR LATER THAN WITHIN A REASONABLE TIME PRIOR TO PERFORMANCE The audience shall not be permitted to enter the place of Engagement until such time as technical set-up and sound check have been completed and approval has been given by the ARTIST's Tour Manager & Production Manager. PURCHASER further agrees to furnish for performance, rehearsal, and sound check, all necessary electricians, stagehands, loaders, house personnel, security, ushers, merchandise sellers, ticket sellers, and ticket takers. 2. BAND EQUIPMENT ARTIST reserves the option to use any and all of ARTIST's own equipment. No assumptions should be made to use ARTIST's and/or ARTIST's band's equipment by any other acts. PURCHASER will ensure that the stage is completely cleaned and cleared of any and all equipment before ARTIST's arrival, with the exception of sound and lighting equipment directly associated with the PERFORMANCE. ARTIST and/or ARTIST's representative will determine the placement of any an all equipment owned by, placed on the stage by, or used by any and all other acts. Will require four (4) twenty amp one hundred -twenty volt (120v), sixty hertz (60Hz), US standard parallel -blade (NEMA 20) circuits with dual duplex Edison type outlets, as well as extra quad boxes and extension cords.'sEP` Purchaser Initials: Colt Ford: Colt Ford Rider Revised August 25, 2020 18 PER ADVANCE - EXISTING EVENT PRODUCTION IN PLACE. Backline AC service must be derived from the same service as the PA and MUST be breaker or fuse protected.-sE-P,' 3. BACKLINE REQUIREMENTS u=1pnmW-w!I-be-required wheARTIST, BANn_&-CREWara-traveling. by Air. 4. BACKDROP A black backdrop should be supplied to cover any areas backstage. Colt Ford has a backdrop twenty foot by twenty foot (20' x 20') and will be used whenever safely possible. A ten foot by ten foot (10' x 10) for clubs is also used. All preferably hung on a separate fly rail or on movable truss, otherwise two ladders and personnel must be provided to safely attach backdrop to current installed trussing or structures. 5. FLY DATES PURCHASER will provide, at PURCHASER's sole cost and expense, Two (2) 15 -passenger vans One (1) w/ backseat removed. For COLT FORD use only, all day. 6. SOUND CHECKS A sound check is a vital to this production. This is to be a CLOSED SOUND CHECK. Only exception is by invitation or prior approval from the Tour Manager. Anyone not directly involved with the production will be asked to leave the performance hall until the sound check has been completed. The COLT FORD sound check may run as long as an hour and a half and until sound check is over, no other equipment can be put in front of the stage. The performance hall shall not be opened to the public until the Tour Manager and / or Production Manager gives approval. Any sound checks required by other acts on the bill must be coordinated seven (7) days in advance of day of show with Colt Ford Tour Manager & Production Manager. 7. VENUE PURCHASER agrees to furnish on the date and at the time of performance(s) above mentioned all that is necessary for the proper presentation of the ARTIST's concert performance, including a suitable club, theatre, hall or auditorium, clean and in good order. It is mandatory that the PURCHASER selects a venue of adequate parking facilities. I dtirirrg emt're day of attemdeftee- PER ADVANCE - EXISTING EVENT PRODUCTION IN PLACE. Purchaser Initials: M1 Colt Ford: Colt Ford Rider Revised August 25, 2020 19 8. STAGING AND RISER REQUIREMENTS ARTIST is to have access to a clear, flat, stage of solid interlocked construction at least forty (40) feet wide (excluding sound wings), thirty (30) feet deep, and at least forty-eight (48) inches high, with clear space above the stage of at least thirty (30) feet high. If stage is portable or to be built, specifications are: Sixty (60) feet by forty (40) feet with no sound wings. Sound wings should be on each side but not connected to main stage. Please be sure that the stage is completely clear of any obstructions prior to load in, Two (2) sets of stairs are required from floor to stage. One for stage right and one for either stage left or upstage center. PURCHASER must provide lights and railings on stairways. PURCHASER must also provide a ramp for Load In and Load Out, also lighted. Completion of performance stage is expected NO LATER THAN TWO (2) HOURS PRIOR to earliest production call. The performance stage, sound wings, and all associated risers should be solidly constructed, free from holes and soft spots, and be incapable of any movement or motion. Back of stage should not be closer than four feet (4') to back wall of venue. Artist's production normally takes two (2) hours to set up before sound check. This time starts after staging, sound and lights are in place. Ideally, the stage and associated sound wings/risers should be built the day before. 9. OUTDOOR PERFORMANCES In addition to the above, the stage must have:�SEPA4 secure covering that covers entire stage and wings and is a minimum of twenty-four feet (24') above the stage for protection of the equipment and ARTIST from rain, sun, and extreme temperatures prior to and during the PERFORMANCE. This cover shall be "load bearing" so that the front and rear lighting trusses as well as the sound system may "fly" from it.jEP,� An adequate supply of plastic sheeting or "tarps" is required to cover all equipment, stage gear, lighting console, and all house and monitor electronics. "Easy Up's" Tents for FOH, Lighting, Monitor & Guitar World is an absolute requirement. Twenty (20) hand towels and Four (4) squeegees should also be available in case of rain. 10. POWER REQU I_ RE M E NTS (North, Central, South America &Asia) PER ADVANCE Electricity should be made available for contracted sound/lighting companies according to their requirements. Sound power should be on a different transformer from the lighting source, or at least on the other side of an isolation transformer to prevent interaction between lighting and sound equipment. All show power shall be separate and isolated from any other venue usage such as concessions, kitchen, etc... PER ADVANCE - EXISTING EVENT PRODUCTION IN PLACE. Purchaser Initials: Colt Ford: Colt Ford Rider Revised August 25, 2020 20 PER ADVANCE - EXISTING EVENT PRODUCTION IN PLACE. We will require four (4) twenty amp one hundred -twenty volt (120v), sixty hertz (60Hz), US standard parallel -blade (NEMA 20) circuits with dual duplex Edison type outlets. Located stage left, in monitor world. Sound & Stage — One (1) 100 amp -220 volt -3 phase service. No greater than Fifty (50) feet from stage Left.',SEP:Lighting Power — One (1) 200 amp -220 volt -3 phase service. FOR EXLUSIVE USE OF COLT FORD No greater than Fifty (50) feet from Stage Left. GENERATOR POWER: If generator power is needed, we will need Two (2) 150 KW generators, and one (1) service technician from the generator company to be on show site until load out is done. 11. SOUND REQUIREMENTS PURCHASER understands and agrees that to maintain the high standards of ARTIST's sound reproductions, it is necessary that "state of the art" equipment be used for every COLT FORD PERFORMANCE. PURCHASER agrees to provide at PURCHASER's sole expense said "state of the art" equipment for PERFORMANCE. PURCHASER specifically understands and agrees that the sound system must be adequate, in ARTIST's sole opinion, and that, should said sound system not be of a quality and power capacity deemed adequate by ARTIST, ARTIST may, at ARTIST's sole option, refuse to perform until said sound system is deemed by ARTIST to be adequate. Should the sound system not be deemed to be adequate at the time of the PERFORMANCE, ARTIST may refuse to perform and any amounts due to ARTIST for the PERFORMANCE will be paid to ARTIST regardless of ARTIST's refusal to perform. PURCHASER may obtain a list of preferred sound contractors and acceptable equipment from ARTIST's Production Manager. PURCHASER will ensure that the sound system is set up and operable a minimum of six (6) hours prior to the start of the performance. It is also understood and agreed that ARTIST or ARTIST's representative may check sound during said period of six (6) hours prior to start of PERFORMANCE. Load -in and sound check times are to be set by ARTIST's Tour Manager or Production Manager. PURCHASER understands and agrees that speaker arrays located behind the microphone line are not acceptable. Please discuss any sight line problems with ARTIST's Tour Manager & Production Manager upon advancement. PER ADVANCE - EXISTING EVENT PRODUCTION IN PLACE. Purchaser Initials: �Al Colt Ford: Colt Ford Rider Revised August 25, 2020 21 PER ADVANCE -EXISTING EVENT PRODUCTION IN PLACE. PURCHASER will ensure that the following are provided for ARTIST for the PERFORMANCE Audio will require a house mix position that is 12' wide by 8' deep AND AT GROUND LEVEL. NO RISER FOR FOH MIX POSITION. Lighting control position requires an area of 8' wide by 8' deep with an 8' table with a 8'x 8'x 2' riser. These areas are to be located on the main floor and in the center of main stage. The audio house mix shall be located no further than seventy-five (75') feet and no closer than sixty (60') feet from the stage in indoor venues. F.O.H. shall be located no further than one hundred twenty-five (125) feet and no closer than seventy-five (75') feet outdoors. The Audio house mix position should not be located under or on any balconies. The audio desk requires a flat, open area and has its own structural stand for performance. There must be no physical obstructions between the stage and the console. For outdoor shows, Front of House mix position must be covered by tent and tarp. The tent and tarp are to contain no holes: Tent and tarp to be provided and paid for by PURCHASER. The final placement of mix area to be determined on the day of show by Artist's front of house engineer. 12. SPEAKERS House PA shall be a four (4) way actively crossed system in stereo. It shall exhibit an even frequency response, 40Hz to 16khz (+- 3dB) and be capable of 112 dB (C weighted) with 5 dB of reserve headroom measured on axis at F.O.H. Decked PA in venues with paid seating at a distance greater than 100' will require Delay speakers properly aligned to main PA. 13. PA Should be "Flown" whenever possible, if not possible sound wings will be required, NO GROUND STACKING. Mains and Monitors shall be completely free of hums, buzzes, mysterious crackles, and blown, rubbing or rattling drivers. PA (mains and monitors) must be in polarity with respect to their manufacture design. PA (mains and monitors) must be properly grounded. Fidelity and even coverage are a must. Preferred systems are L -Acoustic K1, d&b J and Q Series, L -acoustics V- DOSC, JBL VTX and VerTec, EAW KF Series, Martin MLA, Meyer, Nexo. Line source systems to be properly deployed for complete horizontal and vertical coverage of paid seating areas. Properly aligned fills to be deployed if necessary, ESPECIALLY FRONT ROW COVERAGE. All speakers systems shall have a 1:1 ratio in regards to mid high and sub cabinets COMPACT LINE ARRAYS ARE NOT ACCEPTABLE UNLESS APPROVED BY THE PRODUCTION MANAGER 14. FRONT FILLS Two (2) Passive or Actively Crossed low profile Front Fills with power and processing required. To be controlled at FOH mix position, derived from an auxiliary, properly aligned to main PA, required. PER ADVANCE . EXISTING EVENT PRODUCTION IN PLACE. Purchaser Initials: Colt Ford: Colt Ford Rider Revised August 25, 2020 22 PER ADVANCE - EXISTING EVENT PRODUCTION IN PLACE. 15. HOUSE COUNSOLE For Exclusive use by Colt Ford FOR FLY DATES ONLY: Minimum Sixty Four (64) Channel input desk + 4 Stereo Channels, with minimum Four (4) bands full parametric strip EQ and Polarity invert per channel required. Minimum Four (4) switchable auxiliary sends. Preferred consoles: Avid Profile, Midas Pro 6, Yamaha CL5, Midas Heritage. 16. HOUSE DRIVE One (1) channel 1/3 octave EQ per PA zone (BSS, Klark, EMO). 1. House drive cross -overs must be located at F.O.H. Cross-over points, system limiters, phase, ,SE_P,'polarity and signal correction may be locked out but bandpass level control shall be made ,SE_P,'avallable to Colt Ford FOH Engineer. 2. In addition please provide One (1) CD Player or an IPOD adapter to play walk-in and walk -out music. 17. MONITOR SOUND SYSTEM For Exclusive use by Colt Ford FOR FLY DATES ONLY: Minimum Sixty Four (64) Channel input desk + 4 Stereo Channels, with minimum Four (4) bands full parametric strip EQ and Polarity invert per channel required. Minimum Twenty Four (24) switchable auxiliary sends. Preferred consoles: Avid Profile, Midas Pro 6, Yamaha CL5. Monitor IEMs: Must have 8 Separate Stereo In Ear Monitor units. Preferred IEMs: Sennheiser G3s, or Shure PSM 1000. Miscellaneous: "sEP�FOR FLY DATES ONLY:"SEP�Backline equipment will require four (4) twenty amp one hundred -twenty volt (120v), sixty hertz (601-11z), US standard parallel -blade (NEMA 20) circuits with dual duplex Edison type outlets, as well as extra quad boxes and extension cords. Clear-com type communication is required between F.O.H and monitor world. Talkback required between FOH and monitor consoles Current input list and Stage plot will be provided during advance or anytime sooner at your request. Purchaser Initials: Colt Ford: Colt Ford Rider Revised August 25, 2020 23 PER ADVANCE - EXISTING EVENT PRODUCTION IN PLACE. 18. PERSONNEL A FOH engineer and Monitor engineer will be traveling with the artist., 'U, PURCHASER will provide two (2) technicians A Monitor tech AND separate House tech are required from the PA company, familiar with the sound system by Artist's load -in time and will maintain system in working order throughout the performance. The PA COMPANY house and monitor engineers will mix all support acts. 19. LIGHTING REQUIREMENTS PURCHASER agrees to provide, at PURCHASER's sole cost and expense, adequate stage lighting and accessories. PURCHASER will ensure the following are provided for COLT FORD for the PERFORMANCE. This system is for the sole use of the ARTIST's performance, we can NOT share system with any acts without the approval of ARTIST's Production Manager. Artist requires a lighting system with the following items --,WP120k PAR64 can rig broken down into sixty (60) 1 K MFL cans for a front truss and sixty (60) 1 K NSP cans for a rear truss.4EPSpecifications must be approved a minimum of 21 days in advance by ARTIST Production Manager r5EP'if in a club, please make arrangements for ground support to be placed on the floor in front of the stage for a front truss. Genie style, self-supporting towers cannot block Main PA.r4P1, Artist also requires two (2) Long Throw spotlights (Lycian 1276, etc...) along with operators.SEP, CLUB SPOTS WILL NOT BE ACCEPTABLE. Fire Marshall approval, permits, or personnel, for using Diffusers for indoor shows. -'4_'7" Alarm systems in "Bypass" or "Standby" Mode for sound check and show�4EpOutdoor shows will require Two (2) High output professional quality diffusers. (F-100, etc...) 20. LIGHTING CONSOLE Console should be "state-of-the-art" quality and in good working order 21. DIMMERS Dimmers should be "state-of-the-art" quality and of more than sufficient numbers and power to cover the above instruments as well as any added special effects lighting. 22. LIGHTING SYSTEM SET-UP TIME PER ADVANCE - EXISTING EVENT PRODUCTION IN PLACE. Purchaser Initials: Colt Ford: Colt Ford Rider Revised August 25, 2020 24 PER ADVANCE - EXISTING EVENT PRODUCTION IN PLACE. PURCHASER will ensure that the lighting system is SET-UP and OPERABLE, ready to focus, at least six (6) hours prior to start of PERFORMANCE. 23. SYSTEM TECHNITION PURCHASER agrees to provide an experienced technician familiar with the lighting system from load -in until end of PERFORMANCE to set-up, focus, and operate lighting system per instructions from ARTIST's representative. PRODUCER needs to have supplied working clear-com belt packs and headsets in place at lighting console, house lights, dimmer racks, and two spot light positions. 24. HOUSE LIGHTS Should the house light be controlled from a separate booth, the operator must be on the communication circuit at least fifteen (15) minutes before show time and continuously during the show. At no time should the house lights come up during Artist's performance, unless authorized by PRODUCER's Production Manager. 25. LOCAL LABOR "STAGE HANDS" & RUNNERS PURCHASER will provide, at his sole cost and expense, the following labor: Runners, stagehands to be present at load -in AND load -out times to unload, move, set-up, tear down, and load ARTIST's equipment, sound/lighting equipment, and materials/equipment required for concession sales. There should be no overlap between duties of security, stagehands and ushers. A consistent crew is critical for a smoother load -in and load -out. Any and all hands asked to work the show should understand the times associated with the call. ALL DAY: PURCHASER will provide, at PURCHASER's sole cost and expense, Two (2) runners with a 12 - 15 passenger van, in good working order at their disposal all day. Runner must be licensed and of legal age to buy tobacco or alcohol, must be able to handle money and be responsible for the money handled. Runner should have a good understanding of the local area and have no other duties, such as running for the caterer or venue. As a rule, runners will work from two (2) hours prior to load- in until approximately two (2) hours after load -out 26. STAGE CALL The production labor and equipment "calls" will be determined during the phone advance by the Tour and/or Production Managers and Promoter Rep. The cost of these services shall be the sole responsibility of the PURCHASER. All working crew ABSOLUTELY MUST be ON-TIME for crew calls, ready and willing to work with proper attire, INCLUDING NO FLIP FLOPS OR SANDALS. PER ADVANCE - EXISTING EVENT PRODUCTION IN PLACE. Purchaser Initials: {'� Colt Ford: Colt Ford Rider Revised August 25, 2020 25 PER ADVANCE - EXISTING EVENT PRODUCTION IN PLACE. ALL WORKING CREW MUST ARRIVE AND REMAIN ENTIRELY SOBER FOR THE DURATION OF THE WORKING DAY. THIS INCLUDES, BUT IS NOT LIMITED TO, THE USE OF ALCOHOL, MARIJUANA, NON-PRESCRIPTION MEDICATION ABUSE. IF ANY WORKING CREW IS CAUGHT USING ANY FORM OF DRUGS OR ALCOHOL DURING WORKING HOURS, SAID CREW STAFF WILL BE IMMEDIATELY RELEASED WITHOUT PAY AND WILL NOT BE ALLOWED TO REMAIN ON SITE. .00r-Gaht and 27. PARKING/LOAD-IN ACCESS PURCHASER shall ensure parking space will be made available to the PRODUCER from two (2) hours prior to the time of load -in throughout load -out this includes, but is not limited to, arranging for meters to be bagged, or parking spaces to be blocked off prior to the vehicles arrival. Adequate and secure parking at the stage entrance this area must be adjacent to the load -in area and shall be sufficient to park the following: One (1) 45' custom tour bus with One (1) 20' custom trailer One (1) 220 volt, 60 amp, single-phase service is needed for the bus. This service must be located within 50' of the parking area. An experienced electrician, familiar with the venue, must be present to connect shore power. The equipment loading area must be cleared of vehicles prior to load -in. This area must remain clear and unobstructed through the completion of load -out. PURCHASER shall obtain, at no cost to PRODUCER, all police and/or municipal permits if it is necessary to load -in from the street. In the event of snow or ice, PURCHASER shall provide, at no cost to PRODUCER, essential snow removal equipment, sand, salt and necessary personnel to provide a clear, safe load -in area prior to arrival and departure of all vehicles and other entourage vehicles. PURCHASER shall ensure the parking area be properly secured at all times. 28. SECURITY PURCHASER shall employ professional security to ensure the safety of the ARTIST's instruments, equipment, costumes, personnel and personal property before, during and after the Engagement, at no cost to PRODUCER. Professional security, location of security and security needs will be defined by ARTIST's Tour Manager or Security Director in the security advance. ARTIST's Tour Manager will dismiss security from all applicable locations. PER ADVANCE - EXISTING EVENT PRODUCTION IN PLACE Purchaser Initials: _Alj' Colt Ford: Colt Ford Rider Revised August 25, 2020 26 PURCHASER shall ensure a security meeting with Tour Manager, to be held one (1) hour prior to the opening of doors, will be attended by a building manager or representative, PURCHASER's representative, and heads of police and T-shirt security. PURCHASER shall ensure access to the stage will be guarded by security at all times and only those persons designated by Tour Manager will be allowed on stage during ARTIST's performance. Security personnel will not be allowed on stage during the performance or in the dressing rooms at any time. In the event house security consists of ushers, PURCHASER shall employ a separate professional security team for front of stage, mix position and backstage areas to ensure ARTIST's safety and well-being. Should ARTIST be performing consecutive nights at the venue, PURCHASER shall provide overnight security to be present on stage with ARTIST's equipment until relieved by ARTIST's production crew each day. ARTIST's Tour Manager will determine number of floating security required for show day. 29. BARRICADES/BIKE RAIL A barricade on each side of the stage that separates the audience from the backstage area is required and a barricade enclosing the FOH mixing areas is required. A barricade separating the crowd at least two (2) feet from the stage to prevent people, drinks, and arm -reachable issues. Also providing security staff access to both sides of stage by way of front of stage. 30. PASSES All members of ARTIST's entourage will display a laminated pass. Only persons wearing this pass will be permitted on stage or in the dressing room area. All passes will be provided and controlled by COLT FORD TOUR MANAGER. No otherpasses will be permitted. Everyone must wear a pass at all times. Persons abusing pass privileges are subject to ejection. A sample pass sheet will be distributed to the first security guard on duty. Pass privileges will be discussed in detail at the security meeting, one hour before doors opening. 31. MEET & GREET This will take place One (1) hour prior to ARTIST's performance. COLT FORD TOUR MANAGER will communicate in advance of the show what time and where these people should meet to be escorted to the Meet and Greet. Meet and Greet will include radio guests, sponsorship guests, retail, fan club Purchaser Initials: Colt Ford: Colt Ford Rider Revised August 25, 2020 27 and contest winners, all of which must be pre -approved by ARTIST's Management and all will have appropriate pass on, one (1) pass per person. At least two (2) security personnel shall be provided for use during ARTIST's Meet and Greet. 32. GYM Colt Ford, Band & Crew require a gym to workout (Gold's, 24 hr fitness, Planet Fitness, Snap Fitness) A hotel gym is not acceptable. COLT FORD TOUR MANAGER will advance the times, usually from 9:30 am to 11:30 am. There will be a minimum of 8 people going. 33. Golf Colt Ford (Jason Brown) was a pro golfer before he started in this crazy biz we call music. So with that said Colt would like to have a driving range, practice range or a round of golf (for 4, Colt, TM, & 2 band guys) at 9 am. Please talk to Colt Ford Tour Manager if there are any questions. 34. BACKSTAGE ROOMS PERADVANCE PURCHASER shall provide one (1) production office, complete with one (1) Ethernet line for wireless modem, tables, chairs and TV. This room is for the exclusive use of ARTIST's Production Manager and Tour/Road Manager. PURCHASER shall supply Two (2) private, lockable dressing rooms, complete with one (1) Ethernet line for wireless modem in each room for ARTIST as follows: Colt Ford & Band Dressing room (to accommodate 15 pecpb*EPj:ot Ford Crew Dressing Room (to accommodate 10 people) All dressing rooms must be available at time of load -in. Dressing rooms must be clean, well -lit, and must have climate control, full-length mirrors, AC outlets and Showers. ALL SHOWERS MUST HAVE HOT WATER AND BE CLEANED MORNING OF SHOW. All dressing rooms must have adequate soft furniture (couches and chairs) for the amount of people that the rooms will hold and a TV. These dressing rooms must be capable of locking. Please provide Twenty (20) clean towels and Ten (10) bars of deodorant soap for Artist, Band and Crew upon arrival. These towels will be returned upon departure PURCHASER shall provide a "catering room." This room should be clean, quiet, comfortable, and have seating for twenty (20) people with banquet -type tables and clean tablecloths. Purchaser Initials: Colt Ford: Colt Ford Rider Revised August 25, 2020 28 CATERING REQUIREMENTS PURCHASER shall provide the following at no cost to PRODUCER. ARTIST's Tour Manager will determine the exact times and the exact menus during the advance. The following figures are for touring personnel only. This does not include other performers or local crews. Arrangements should be made to accommodate any others who will be offered catering services. A buyout of twenty -Five dollars ($25.00) per person per meal will be needed if catering services are unavailable. ALL FOOD SERVICE ITEMS ARE FOR COLT FORD, COLT FORD BAND, CREW AND THEIR ENTOURAGE ONLY! No dcie*, ap z-3 �h�ii E� eern�c Lr�1 CIIi7I.RLGI�i-iO�+Ei-Li49tii�iii"itiiiiBEii� vi CL -`LT -FOR D .-0— UR 11AANACEPv. We understand that it is not always possible to fill all parts of every catering rider. Getting in touch with us to advance the show is very important. We truly want the best show possible for Colt Ford fans as well as a positive, memorable experience for everyone involved with the event. Please let us know which parts of this rider you are having trouble with and we'll work on compromises and adaptations upon approval of Colt Ford Tour Manager. Thanks in advance for your time and attention. Purchaser Initials: Colt Ford: Colt Ford Rider Revised August 25, 2020 29 PER ADVANCE - MEALS WILL BE LIMITED TO FOOD & BEVERAGE CONSUMED ONSITE DURING THE DAY OF THE PERFORMANCE. NO FOOD OR BEVERAGES WILL BE PROVIDED FOR OFFSITE CONSUMPTION. NO ALCOHOL, BUS STOCK OR AFTER SHOW FOOD WILL BE PROVIDED. Breakfast— Per Advance if Early Load /n PURCHASER shall provide and pay for, a hot meal for fourteen (14) people either at a restaurant or in house catering at time agreed upon with ARTIST's Tour Manager. Acceptable breakfast items include breakfast sandwiches, eggs, bacon, pancakes, toast, cereal, milk, orange juice, coffee & doughnuts. Please include all necessary plates, napkins, utensils, cups, condiments, etc. Lunch — PURCHASER shall provide and pay for, a hot meal for fourteen (14) people either at a restaurant or in house catering at time agreed upon with ARTIST's Tour Manager. Acceptable lunch items include grilled chicken, fish, steak, hamburgers, hot dogs, fruits, and vegetables, sub sandwiches. All typical sides including; cheese, pickles, lettuce, tomato, onion & condiments, with various chip assortments. Soft drinks, water, and sweet tea preferred. Please include all necessary plates, napkins, utensils, cups, condiments, etc. Dinner — PURCHASER shall provide and pay for, a hot meal for fourteen (14) people either at a restaurant or in house catering at time agreed upon with ARTIST's Tour Manager. Artist prefers a home cooked style "meat and three". That shall include, but is not limited to a green salad, two (2) vegetables and starches, bread, meat (main entree) (Chicken, Roast Beef, Ham, Pork Chops or Steak), and a dessert. Soft drinks, water, and sweet tea preferred. Please include all necessary plates, napkins, utensils, cups, condiments, etc. 1AMMU =I. LJ}�i�+ �}�p NO ALCOHOL, BUS STOCK OR AFTER SHOW FOOD WILL BE PROVIDED. A C"' �1Y"V�V �ti V�� ■w� - i'�i Vis: r r rU-: i�� w Xl� • tilAblawl In WWAIRIFIrm. r - - r - , t • : - - - r i r ■ ■ r .R�1 .l�l�i`I•_lLd�1■L�1�3 ftl�l�%lyd t-Y+■lNltil+.ElNlm--J"fi&VL;:W-IilwGirg:.lil■9.WlI rr II■!r:+r r .. 111"Me �a.��lr zrr!`ffip ir.rr�w�Am ■a i lAl►'+ilk �l lii fr1+Yr1 �1Rrt�7.lv(r �•(.1f■�rt■r[��Ir.� [te a:72R.0anI UY 1 &i;iiwoky liiliylrl ll;Pgi■ ■ _ r ii _ WI t � ' t a Purchaser Initials: Colt Ford: Colt Ford Rider Revised August 25, 2020 c HurtgrrHowieDtjbi eesebt�rg�ri� 5es�s e�sst BUS 'T S NO ALCOHOL, BUS STOCK OR AFTER SHOW FOOD WILL BE PROVIDED. www w W y il: i• C. i r iii [=mi�ri _;oi llll !11KtMsLtL1 lJ�l�l.L= _ --'MTM i1M-71� a 111=3.F1' P 111111 NN ��li 11� • 1L _li[ :L� L'ij<l1 • F.'s1YLlin&,LA 'i � S!;Km : 'Y MAI L`r1.>Li C:i•1�" tires?1 i Rii:J-_ �73LOa1 =[% - y►�.S=fT1L1�r} �TT`��T�Ti.T. .i _ :�1.R �IIL1�llr.ul=ri !A'l'1Lfuls- � �1�'LL• 1L!11L-1YL-�1-f�r-iaaL-le` ia[a�.i- . -3_i �' - r: i r r • i i w' i i yhil __ i. . i i. : - -- - - - -k1r.1mmmv- ■ r - -i - i i i ' i' � r: 4 r t r r■ r � OWN rr i r w . r wri RVIN WATER AND ICE WILL BE PROVIDED NO ALCOHOL, BUS STOCK OR AFTER SHOW FOOD WILL BE PROVIDED. STAGE STOCK PURCHASER shall provide, pay for, and have available by Doors: One (1) case of i-iji bottled water (ROOM TEMP) Twelve (12) New, Lint Free, Black Hand Towels (NO BAR TOWELS PLEASE!!!!!) Purchaser Initials: Colt Ford: Colt Ford Rider Revised August 25, 2020 32 �..Ir_ ��rn�rrairrle lrlli f _l'1L111�1'YYeii Elll�llril�llrtrl+ ly l�i� Ir ilr•�l�l �l+.t-�1•L ltlllri. . r r r r .'• r n r r ■ w i1«�=1=.a-i ��� lz�i �u� �iii�ui li.w 1.1��a�a�ii.Fi►_SNE►moi ills aaa�l►a'�] lei E=�VLM1..w71.-TT1T 11.�1Lt.�►�E![�+T.*!TrF1TR!!��ti!!1'[A tiy7 llC.J �l�iiti_l1EL_�Rll-Y�11 _IElll�rr�l�l��i� lrl 1W1 ammelev I &r is;_ !!_A i rWA r AGREED AND ACCEPTED BY: PURCHASER ARTIST'S REPRESENTATIVE COLT FORD Purchaser Initials: Colt Ford: Colt Ford Rider Revised August 25, 2020 33 By: By. Purchaser Initials: Colt Ford: Colt Ford Rider Revised August 25, 2020 34 Form W�9 Request for Taxpayer (Rev. November 2017) Identification Number and Certification Deparlmeril of the Tre w uy Internet Revenue Service ► GO to www,bs.gov/ForTnW9 for instructions and the latest information. I Name (as snows on your Income Colt Ford Touring LLC 2 Business name/di5renwdod is required on this line; do not leave this line blank, name, if different from above 3 Check appropriate box for federal tax classification of the person whose name Is entered ort line 1. Check only one of the following seven boxes, ❑✓ Individual/sole proprietor or ❑ C Corporation ❑ 5 Corporation ❑ Partnership ❑ Trustlestate single -member LLC ❑ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) 11 - Note: Note: Chock the appropriate box in the line above for the tax classification of She single -member owner. M not check LLC 11 the LLC is classified as a single -member LLC that Is disregarded from the owner uti loss lite owinoi of the LLC is another LLC that is not disregarded Irani [tie owner fix U.S. federal fax purpono. 01herwise, a single -member LLC the Is disregarded from file owner snout($ cMck lila npMi late box for the tax classificalion o1 its owner, ❑ Other (see inslrucllon3) ► Give Form to the requester. Do not send to the IRS, 4 Exemptions (codes apply only to certain entities, not individuals; see Inslrucllons on page 3}; Exempt payee code (if any) Exemption from FATCA reporting code (it any) (Appma, to m 1&rtiod oi,wdo thu u SJ, 5 Address (number, street, and apt, or sulto no,) See insiructlon s. Requester's name and addlrm'stptinnal) c/o WalesBMl, P O Box 12404 6 City, state, and ZIP code Atlanta GA 30355 7 Usl account rwrn>,ertoli here (optional) KQM Taxpayer Identification Number�TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid Social security number backup withholding. For individuals, this Is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Instructions for Part I, later. For other entities. It is your employer identification number (EIN). It you do not have a number, see How to get a TIN later. or Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and F.mpinyar identification number Number To Give the Requester for guidelines on whose number to enter. F—T-1 I I I I I —.I n0000©onno JjEM Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer Identification number (or I am waiting for a number to be Issued to me); and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. 1 am a U.S, citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I ant exempt from FATCA reporting is correct. CertiTication instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have tailed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA). and generally, payments other than interest and dividends, you are not rf�)uirad to sign the certification, but you must provide your correct TIN, See the Instructions for Part II, later. `Ji Signature of Herr e U.S. parses P.R Date Rep F {�/J �� General Instructions • Form 1099 -DIV (dividends, Including those from ;:Icx or mutual funds) Section references are to the Internal Revenue Code unless otherwise noted. . Form 1099-MISC (various types of Income, prizes, awards, or gross proceeds) Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted . Form 1099-® (stock or mutual fund sales and certain other after they were published, go to www-irs.gov/FormW9, transactions by brokers) . Form 1099-S (proceeds from real estate transactions) Purpose of Form • Form 1099-K (merchant card and third party network transactions) An individual or entity (Form W-9 requester) who is required to file an ' Form 1098 (home mortgage Interest), 1098-E (student loan interest), Information return with the IRS must obtain your correct taxpayer 1098-T (tuition) identification number (TIN) which may be your social security number P Form 1099-0 (canceled debt) (SSN), individual taxpayer identification number (ITIN), adoption • Form 1099-A (acquisition or abandonment of secured property) taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other Use Form W-9 only if you are a U.S, person (including a resident amount reportable on an Information return, Examples of information aliento provide your correct TIN. returns include, but are not limited to, the following. It you do not return Form W-9 to the requester with a TIN, you might Form 1099 -INT (interest earned or paid) be subject to backup withholding, See What Is backup withholding, later. Cat. No. 110231X Form W-9 (Rev, 11-20171 x14717As V7ALL PROFESSIONAL SERVICES AGREEMENT This Agreement is made by and between Kittitas County (hereinafter "the County's artd68 Enterprises (hereinafter "Contractor'' . The County and Contractor agree as follows: General Conditions; Exhibit A (Scope of Work); Exhibit 8 (Compensation), Exhibit C (Proof of Insurance). copies of which are attached hereto and incorporated herein by this reference as fully as if set forth herein. The term of this Agreement shall commence on April 1, 2023, and continue until completion of the project, no later than August 1, 2023. Any party may terminate this Agreement by giving thirty (30) days notice in writing either personally delivered or mailed postage -prepaid by certified mail, return receipt requested, to the parry's last known address for the purposes of giving notice under this paragraph. Contractor acknowledges and by signing (his Agreement agrees that the Indemnification provisions set forth in Paragraphs 7 (Independent Contractor), 9 (Taxes), 15 (Defense and Indemnity Agreement), 21 (Patent/Copyright Infringement) and 24 (Confidentiality), are totally and fully part of this Agreement and have been mutually negotiated by the parties. IN WITNESS WHEREOF, the parties have executed this Agreement this 2 day Of f`2 d-/-" f_ 12023. Si nature of Signatory (Date -3-2- ' 2-_3 ) Print Nam4 of Signatory Professional Services Agreement Page 7 APPROVED: Board of County Commissioners Kittitas County, Washington f" r r r'''�i. -f Chair V' it M iss Contractor Address: County's Address: 6S Enterprises Kittitas Valley Event Center PO Box 132 901 E. 7th Avenue, Suite 1 Athena, OR 97813 Ellensburg, WA 98926 Project Contact: Project Contact: Stacy Smith Kady Porterfield 541-861-2015 Director, Kittitas Valley Event Center 509-962-7675 Professional Services Agreement Page 2 GENERAL CONDITIONS 1. Scope of Contractor's Services: Contractor agrees to provide to the County services and any materials set forth in the project narrative identified in Exhibit "A" during the Agreement period. No material, labor, or facilities will be furnished by the County, unless otherwise provided for in the Agreement. 2. Performance of Work: Contractor shall perform work in accordance with, and shall comply with, all the provisions of this Agreement. All work shall comply with applicable codes and ordinances. 3. Schedule of Performance: Unless directed otherwise by the County, Contractor shall perform the work in accordance with any schedules made a part of this Agreement. 4. Definitions: 4.1 "Additional Insured's" means the County, its successors, and assigns, and the respective directors, officers, employees, agents and representatives of the County and its successors and assigns. 4.2 "Support" means the following: Contractor's directors, officers, employees, agents, and representatives; and sub -Contractors of any tier; the respective directors, officers, employees, agents, and representatives of these sub - Contractors of any tier; and any other person or entity acting under the direction or control of, or on behalf of, Contractor or any Contractor's sub - Contractors of any tier in connection with or incident to the performance of the Work or this Agreement. 4.3 The "Work" means all of the duties listed in Exhibit A and the performance of all other obligations, under this Agreement by Contractor or its Support. 5. Accounting and Payment for Contractor Services: Payment to the Contractor for services rendered under this Agreement shall be as set forth in Exhibit "B". Where Exhibit "B" requires payments by the County, payment shall be based upon billings, supported unless otherwise provided in Exhibit "B", by documentation of units of work actually performed and amounts earned, including where appropriate, the actual number of days worked each month, total number of hours for the month, and the total dollar payment requested. Unless specifically stated in Exhibit "B" or approved in writing in advance by the Kittitas County Board of Commissioners, the County will not reimburse the Contractor for any costs or expenses incurred by the Contractor in performance of this Agreement. Where required, the County shall, upon receipt of appropriate documentation, compensate the Contractor, no more often than monthly, through the County voucher system, for the Contractor's service pursuant to the fee schedule set forth in Exhibit "B". Professional Services Agreement Page 3 6. Assignment and Subcontracting: No portion of this Agreement may be assigned or subcontracted to any other individual, firm or entity without the express and prior written approval of the County. 7. Independent Contractor: The Contractor's services shall be furnished by the Contractor as an independent Contractor and nothing herein contained shall be construed to create a relationship of employer- employee or master -servant, but all payments made hereunder, and all services performed shall be made and performed pursuant to this Agreement by the Contractor as an independent Contractor. The Contractor acknowledges that the entire compensation for this Agreement is specified in Exhibit "B" and the Contractor is not entitled to any County benefits including, but not limited to: vacation pay, holiday pay, sick leave pay, medical, dental, or other insurance benefits, or any other rights or privileges afforded to Kittitas County employees. Contractor will defend, indemnify, and hold harmless the County, its Additional Insured's, officers, agents or employees from any loss or expense, including but not limited to settlements, judgments, setoffs, attorneys' fees, or costs incurred by reason of claims or demands because of breach of the provisions of this paragraph. 8. No Guarantee of Employment: The performance of all or part of this Agreement by the Contractor shall not operate to vest any employment rights whatsoever and shall not be deemed to guarantee any employment of the Contractor or any employee of the Contractor or any sub -Contractor or any employee of any sub -Contractor by the County at the present time or in the future. 9. Taxes.- The axes:The Contractor understands and acknowledges that the County will not withhold Federal or State income taxes. Where required by State or Federal law, the Contractor authorizes the County to make withholding for any taxes other than income taxes (i.e. Medicare). All compensation received by the Contractor will be reported to the Internal Revenue Service at the end of the calendar year in accordance with the applicable IRS regulations. It is the responsibility of the Contractor to make the necessary estimated tax payments throughout the year, if any, and the Contractor is solely liable for any tax obligation arising from the Contractor's performance of this Agreement. The Contractor hereby agrees to indemnify the County against any demand to pay taxes arising from the Contractor's failure to pay taxes on compensation earned pursuant to this Agreement. The County will pay sales and use taxes imposed on goods or services acquired hereunder as required by law. The Contractor must pay all other taxes including, but not limited to: Business and Occupation Tax, taxes based on the Contractor's gross or net income, or personal property to which the County does not hold title. The County is exempt from Federal Excise Tax. Professional Services Agreement Page 4 10. Regulations and Requirement: This Agreement shall be subject to all laws, rules and regulations of the United States of America, and State of Washington, and political subdivisions of the State of Washington, and to any other provisions set forth herein or in the attached exhibits. 11. Right to Review: This contract is subject to review by any Federal or State auditor. The County or its designee shall have the right to review and monitor the financial and service components of this program by whatever means are deemed expedient by the County. Such review may occur with or without notice, and may include, but is not limited to, do -site inspection by County agents or employees, inspection of all records or other materials which the County deems pertinent to the Agreement and its performance, and any and all communications with or evaluation by service recipients under this Agreement. The Contractor shall preserve and maintain all financial records and records relating to the performance of work under this Agreement for 6 years after contract termination, and shall make them available for such review, within Kittitas County, State of Washington, upon request. 12. Modifications: 12.1 Either party may request changes in the Agreement. Any and all agreed modifications shall be in writing, signed by each of the parties. 12.2 The County may, at any time, by written notice thereof to Contractor ("Change Notice") makes changes in the Work within the general scope of this Agreement, including, but not limited to: (a) changes in, revisions to, substitutions for, additions to or deletions of any Work; (b) changes in schedule; and (c) acceleration, deceleration, or suspension of performance of any Work. 12.3 If any change in the Work causes an increase or decrease on Contractor's cost of, or the time required for, performance of the Work, an equitable adjustment in the compensation to Contractor and in the schedule for the performance of the Work shall be made to reflect such an increase or decrease. 12.4 Notwithstanding any dispute or delay in arriving at a mutually acceptable equitable adjustment, Contractor shall proceed in accordance with all Change Notices. Contractor must, within thirty (30) days after receipt of any Change Notice that does not set forth any acceptable adjustment, submit to the County a written statement setting forth any adjustment claimed. 12.5 If any change results in a decrease in the Work performed, Contractor shall be entitled to compensation associated with changing the Work, such as Professional Services Agreement Page 5 revising design already completed, revising calculations already performed, and revising documents. 13. Termination for Default: If the Contractor defaults by failing to perform any of the obligations of the Agreement or becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency or makes an assignment for the benefit of creditors, the County may, by depositing written notice to the Contractor in the U.S. mail, postage prepaid, terminate the Agreement, and at the County's option, obtain performance of the work elsewhere. If the Agreement is terminated for default, the Contractor shall not be entitled to receive any further payments under the Agreement until all work called for has been fully performed. Any extra cost or damage to the County resulting from such default(s) shall be deducted from any money due or coming due to the Contractor. The Contractor shall bear any extra expenses incurred by the County in completing the work, and all damage sustained, or which may be sustained by the County by reason of such default. If a notice of termination for default has been issued and it is later determined for any reason that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to the Termination for Public Convenience paragraph hereof. 14. Termination for Public Convenience: The County may terminate the Agreement in whole or in part whenever the County determines, in its sole discretion that such termination is in the best interests of the County. Whenever the Agreement is terminated in accordance with this paragraph, the Contractor shall be entitled to payment for actual work performed at unit contract prices for completed items of work. In the event of such termination, an equitable adjustment shall be made in the compensation payable to Contractor. An equitable adjustment in the contract price for partially completed items of work will be made, but such adjustment shall not include provision for loss of anticipated profit on deleted or uncompleted work. Termination of this Agreement by the County at any time during the term, whether for default or convenience, shall not constitute a breach of contract by the County. 15. Defense & Indemnity Agreement: The Contractor agrees to and shall defend, indemnify and hold harmless the County, its Additional Insured's, appointed and elective officers, agents and employees, from and against all loss or expense, including but not limited to judgments, settlements, attorney's fees and costs by reason of any and all claims and demands upon the County, its Additional Insured's, its elected or appointed officials, agents, or employees for damages because of personal or bodily injury, including death at any time resulting therefrom, sustained by any person or persons and on account of damage to property including loss of use thereof, whether such injury to persons or damage to property is due to the negligence of the Professional Services Agreement Page 6 Contractor, its sub -Contractors, its elected officers, employees or their agents, except only such injury or damage as shall have been occasioned by the sole negligence of the County, its Additional Insured's, appointed or elected officials, agents, or employees. It is further provided that no liability shall attach to the County by reason of entering into this contract, except as expressly provided herein. 16. Industrial Insurance Waiver: With respect to the performance of this Agreement and as to claims against the County, its Additional Insured's, officers, agents and employees, the Contractor expressly waives its immunity under Title 51 of the Revised Code of Washington, the Industrial Insurance Act, for injuries to its employees and agrees that the obligations to indemnify, defend and hold harmless provided in this agreement extend to any claim brought by or on behalf of any employee of the Contractor. This waiver is mutually negotiated by the parties to this Agreement. 17. Venue and Choice of Law: In the event that any litigation should arise concerning the construction or interpretation of any of the terms of this Agreement, the venue of such action of litigation shall be in the Superior Court of the State of Washington in and for the County of Kittitas. This Agreement shall be governed by the law of the State of Washington. 18. Withholding Payment: In the event the Contractor has failed to perform any obligation to be performed by the Contractor under this Agreement within the time set forth in this Agreement, then the County may, upon written notice, withhold all monies due and payable to Contractor, without penalty, until such failure to perform is cured or otherwise adjudicated. 19. Future Non -Allocation of Funds: If sufficient funds are not appropriated or allocated for payment under this Agreement for any future fiscal period, the County will not be obligated to make payments for services or amounts incurred after the end of the current fiscal period. No penalty or expense shall accrue to the County in the event this provision applies. 20. Contractor Commitments, Warranties and Representations: The Contractor represents and warrants to the County as follows: 20.1 The Contractor is duly incorporated, validly existing and in good standing under the laws of the State of Washington and has all requisite corporate power and authority to enter into and to perform its obligations under this Agreement. 20.2 The Contractor has the authority to execute this Agreement, to make the representations and warranties set forth in it and to perform the obligations of the Contractor under this Agreement in accordance with its terms. Professional Services Agreement Page 7 20.3 This Agreement has been validly executed by an authorized representative of the Contractor and constitutes a valid and legally binding and enforceable obligation of Contractor. 20.4 The Contractor has or will obtain prior to the commencement date such licenses, permits and other authorizations from federal, state, and other governmental authorities, as are necessary for the performance of its obligations under this Agreement. 20.5 The Contractor is not in violation of any applicable law, ordinance, or regulation the consequence of which will or may materially affect Contractor's ability to perform its obligations under this Agreement. The Contractor is not subject to any order or judgment of any court, tribunal or governmental agency which materially and adversely affects its operations or assets in the State of Washington, or its ability to perform its obligations under this Agreement. 20.6 None of the representations or warranties in this Agreement, and none of the documents, statements, certificates, or schedules furnished or to be furnished by Contractor pursuant hereto or in connection with the performance of the obligations contemplated under this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements of fact contained therein not misleading. 21. Patent/Copyright Infringement-, Contractor will defend and indemnify the County from any claimed action, cause or demand brought against the County; to the extent such action is based on the claim that information supplied by the Contractor infringes any patent or copyright. The Contractor will pay those costs and damages attributable to any such claims that are finally awarded against the County in any action. Such defense and payments are conditioned upon the following: 21.1 Contractor shall be notified promptly in writing by County of any notice of such claim. 21.2 Contractor shall have the right, hereunder, at its option and expense, to obtain for the County the right to continue using the information, in the event such claim of infringement is made, provided no reduction in performance or loss results to the County. 22. Disputes: 22.1 General Differences between the Contractor and the County, arising under and by virtue of the Agreement Documents shall be brought to the attention of the County at the earliest possible time in order that such matters may be settled, or other appropriate action promptly taken. Except for such objections as are made of record in the manner hereinafter specified and within the time limits stated, the records, orders, instructions, and decisions of the Kittitas County Commissioners shall be final and conclusive. Professional Services Agreement Page 8 22.2 Notice of Potential Claims The Contractor shall not be entitled to additional compensation which otherwise may be payable, or to extension of time for (1) any act or failure to act by the County, or (2) the happening of any event or occurrence, unless the Contractor has given the County a written Notice of Potential Claim within ten (10) days of the commencement of the act, failure, or event giving rise to the claim, and before final payment by the County. The written Notice of Potential Claim shall set forth the reasons for which the Contractor believes additional compensation or extension of time is due, the nature of the cost involved, and insofar as possible, the amount of the potential claim. Contractor shall keep full and complete daily records of the work performed, labor and material used, and all costs and additional time claimed to be additional. 22.3. Detailed Claim The Contractor shall not be entitled to claim any such additional compensation, or extension of time, unless within thirty (30) days of the completion of the portion of the work from which the claim arose, and before final payment by the County, the Contractor has given the County a detailed written statement of each element of cost or other compensation requested and of all elements of additional time required, and copies of any supporting documents evidencing the amount or extension of time claimed to be due. 23. Ownership of Items Produced: All writings, programs, data, public records, or other materials prepared by the Contractor and/or its consultants or sub -Contractors, in connection with performance of this Agreement shall be the sole and absolute property of the County. 24. Confidentiality: The Contractor, its employees, sub -Contractors, and their employees shall maintain the confidentiality of all information provided by the County or acquired by the Contractor in performance of this Agreement, except upon the prior written consent of the Kittitas County Prosecuting Attorney or an order entered by a court after having acquired jurisdiction over the County. Contractor shall immediately give to the County notice of any judicial proceedings seeking disclosure of such information. Contractor shall indemnify and hold harmless the County, its Additional Insured's, officials, agents or employees from all loss or expense, including, but not limited to settlements, judgments, setoffs, attorneys' fees, and costs resulting from Contractor's breach of this provision. To the extent that any information obtained by the Contractor is required to be shared with or provided to others by the terms of the Statement of the Work, this provision is not breached by such acts. Professional Services Agreement Page 9 25. Notice: Except as set forth elsewhere in the Agreement, for all purposes under this Agreement, except service of process, notice shall be given by the Contractor to the department head of the department for whom services are rendered, and to the Kittitas County Commissioners, 205 W 5th Ave, Suite 108, Ellensburg, WA 98926. Notice to the Contractor for all purposes under this Agreement shall be given to the address reflected on the signature page. Notice may be given by delivery or by depositing in the U.S. Mail, first class, postage prepaid. 26. Severability.- If everability:If any term or condition of this Agreement or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions or applications which can be given effect without the invalid term, condition, or application. To this end, the terms and conditions of this Agreement are declared severable. 27. Miscellaneous: 27.1 The County's failure or delay to insist upon strict performance of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement shall not be construed as a waiver or relinquishment to any extent of its right to assert or rely upon any such provisions, rights or remedies in that or any other instance; rather the same shall be and remain in full force and effect. 27.2 This Agreement embodies the entire Agreement between the County and Contractor, and supersedes any and all prior agreements, regarding the Work. No change, amendment, or modification of any provisions of this Agreement shall be valid unless set forth in a written instrument signed by the party to be bound thereby. 27.3 The rights and remedies of the County set forth in any provision of this Agreement are in addition to and do not in any way limit any other rights of remedies afforded to the County by any other provisions of this Agreement, by any of Contractor's Support or by law. 27.4 The headings of sections and paragraphs of this Agreement are for convenience of reference only and are not intended to restrict, affect or be of any weight in the interpretation or construction of the provisions of such sections or paragraphs. 28. Waiver: Waiver of any breach or condition of this Agreement shall not be deemed a waiver of any prior or subsequent breach. No terms or conditions of this Agreement shall be held to be waived, modified, or deleted except by an instrument, in writing, signed by the parties hereto. Professional Services Agreement Page 10 29. Survival: The provisions of paragraphs 7, 9, 11, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 28, 30, and 31, 32 shall survive, notwithstanding the termination or invalidity of this Agreement for any reason. 30. Nondiscrimination: 30.1 The County is an equal opportunity employer. 30.2 Nondiscrimination in Employment In the performance of this Agreement, the Contractor will not discriminate against any employee or applicant for employment on the grounds of race, creed, color, national origin, sex, sexual orientation, marital status, age or the presence of any sensory, mental or physical handicap; provided that the prohibition against discrimination in employment because of handicap shall not apply if the particular disability prevents the proper performance of the particular worker involved. The Contractor shall ensure that applicants are employed, and that employees are treated during employment without discrimination because of their race, creed, color, national origin, sex, sexual orientation, marital status, age, or the presence of any sensory, mental or physical handicap. Such action shall include, but not be limited to employment, upgrading, demotion or transfers, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and programs for training including apprenticeships. The Contractor shall take such action with respect to this Agreement as may be required to ensure full compliance with local, state, and federal laws prohibiting discrimination in employment. 30.3 Nondiscrimination in Services The Contractor will not discriminate against any recipient of any services or benefits provided for in this Agreement on the grounds of race, creed, color, national origin, sex, sexual orientation, marital status, age, or the presence of any sensory, mental, or physical handicap. 30.4 If any assignment and/or subcontracting has been authorized by the County, said assignment or subcontract shall include appropriate safeguards against discrimination. The Contractor shall take such action as may be required to ensure full compliance with the provisions in the immediately preceding paragraphs herein. Professional Services Agreement Page 11 31. Prevailing Wage: Contractor shall pay the prevailing rate of wages to all workers, laborers, or mechanics employed in the performance of any part of the Work in accordance with RCW 39.12 and the rules and regulations of the Department of Labor and Industries. The schedule of prevailing wages rates for the locality or localities of the Work is determined by the Industrial Statistician of the Department of Labor and Industries. It is the Contractor's responsibility to verify the applicable prevailing wage rate. It is understood that the Contractor is responsible for obtaining and completing all required government forms and submitting same to the proper authorities. Disputes regarding prevailing wage rates shall be referred for arbitration to the Director of the Department of Labor and Industries. The arbitration decision shall be final and conclusive and binding on all parties involved in the dispute as provided for by RCW 39.12.060. 32. Debarment Certification: The Contractor certifies that it: 32.1 Is not presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any Federal department or agency. 32.2 Has not within a three-year period preceding the execution of this contract with Kittitas County, been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public or private agreement or transaction, violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, tax evasion, receiving stolen property, making false claims, or obstruction of justice. 32.3 Is not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph 32.2 of this section. 32.4 Has not within a three-year period preceding the preceding the execution of this contract with Kittitas County had one or more public transactions (Federal, State, or local) terminated for cause of default. Professional Services Agreement Page 12 EXHIBIT "A" SCOPE OF WORK The Contractor will supply the following: Install new Noble panel system to specifications as shown'. Protect:17TA5 FAIRGROUNDS REF: :GINGERSOLLLINEQIU MULTI USE PEN SYSTEM Author: G INGERSOLLH_ Date:05/23/2022 — Contractor will then take measurements of "make-up" areas", report those measurements to Noble Panels & Gates, pick up and deliver those panels, and finish the installation of the make-up panels. The Contractor shall not deviate from this scope of work without a change order approved in writing by the Event Center Director. Additional services provided by the Contractor including, but not limited to, costly repairs or connection services, are not contemplated by this agreement and the County assumes no responsibility for such work. Professional Services Agreement Page 13 4i 1 - sjown tvrrrr RCmovna t e sEmO.v .• Protect:17TA5 FAIRGROUNDS REF: :GINGERSOLLLINEQIU MULTI USE PEN SYSTEM Author: G INGERSOLLH_ Date:05/23/2022 — Contractor will then take measurements of "make-up" areas", report those measurements to Noble Panels & Gates, pick up and deliver those panels, and finish the installation of the make-up panels. The Contractor shall not deviate from this scope of work without a change order approved in writing by the Event Center Director. Additional services provided by the Contractor including, but not limited to, costly repairs or connection services, are not contemplated by this agreement and the County assumes no responsibility for such work. Professional Services Agreement Page 13 EXHIBIT "B" COMPENSATION As full compensation for satisfactory performance of the work, the County shall provide full compensation to the Contractor not to exceed the amount of $34,000 — includes labor and all applicable taxes. 50% deposit to be paid to Contractor by hand delivery after initial installation and remaining 50% to be paid after project is complete. Unforeseen additional expenses shall require a written change order and must be approved in writing by the Event Center Director before such work commences. Professional Services Agreement Page 14 EXHIBIT "C" PROOF OF INSURANCE The Contractor shall secure and maintain in effect at all times during performance of the Work such insurance as will protect Contractor, its Support and the Additional Insured's from all claims, losses, harm, costs, liabilities, damages, and expenses arising out of personal injury (including death) or property damage that may result from performance of the work or this Agreement, whether such performance is by Contractor or any of its Support. All insurance shall be issued by companies admitted doing business in the State of Washington and have a rating of A-, Class VII or better in the most recently published edition of Best's Reports unless otherwise approved by the County. If an insurer is not admitted, all insurance policies and procedures for issuing the insurance policies must comply with Chapter 48.15 RCW and 284-15 WAC. The Contractor shall provide proof of insurance for: 1) Commercial General Liability Insurance. Coverage limits not less than: ® $1,000,000 per occurrence per project $2,000,000 general aggregate $1,000,000 products & completed operations aggregate 43 $1,000,000 personal and advertising injury, each offense Certificate Holder — Kittitas County = The Certificate must name the County as additional insured as defined in the Agreement = Sixty (60) days written notice to the County of cancellation of the insurance policy. 2) Stop Gap/Employers _Liabilit = Coverage limits not less than- * $1,000,000 each accident a $1,000,000 disease — policy limit $1,000,000 disease — each employee Thirty (30) days written notice to the County of cancellation of the insurance policy. 3) Commercial Automobile Liability Insurance. Automobile Liability for owned, non -owned, hired, and leased vehicles, with an MCS 90 endorsement and a CA 9946 endorsement attached if 'pollutants' are to be transported. Professional Services Agreement Page 15 Coverage limits not less than: O $1,000,000 combined single limit Thirty (30) days written notice to the County of cancellation of the insurance policy. 4) Excess or Umbrella Liability. The Contractor shall provide Excess or Umbrella Liability coverage at limits of $5,000,000 per occurrence and annual aggregate. This Excess or Umbrella Liability coverage shall apply, at a minimum, to both the Commercial General and Auto Insurance policy coverage. This requirement may be satisfied instead through the Contractor's primary Commercial General and Automobile Liability coverage, or any combination thereof. 5) Workers' Compensation. ■ Workers' Compensation in amounts required by law. 6) Pollution Liability. 13 The Contractor shall provide a Pollution Liability policy, providing coverage for claims involving bodily injury, property damage (including loss of use of tangible property that has not been physically injured), cleanup costs, remediation, disposal, or other handling of pollutants, including costs and expenses incurred in the investigation, defense, or settlement of claims arising out of: • Contractor's operations related to this project; and/or ® Remediation, abatement, repair, maintenance or other work with lead-based paint or materials containing asbestos; and/or ® Transportation of hazardous materials away from any site related to this project 01 Such Pollution Liability policy shall provide the following minimum coverage: 10 $2,000,000 each loss and 0 $5,000,000 annual aggregate Contractor shall furnish the County a Certificate of Insurance with Endorsement as evidence that policies providing insurance required by this Agreement are in full force and effect. Contractor hereby waives all rights of recourse, including any right to which another may be subrogated, against Kittitas County for personal injury, including death, and property damage. Contractor's insurance policies required above shall be primary insurance and shall be non-contributing with any other insurance maintained by Kittitas County. Professional Services Agreement Page 16 The Contractor shall assume full responsibility for all loss or damage from any cause whatsoever to any tools, Contractor's employee -owned tools, machinery, equipment, or motor vehicles owned or rented by the Contractor, or the Contractor's agents, suppliers, or contractors as well as to any temporary structures, scaffolding and protective fences. The Contractor shall have sole responsibility for ensuring the insurance coverage and limits required are obtained by subcontractors. NOTE: No contract shall form until and unless a copy of the Certificate of Insurance with Endorsement, properly completed and in the amount required, is attached hereto. Professional Services Agreement Page 17