HomeMy WebLinkAboutresolution.council.151-25RESOLUTION # 151
(Series of 2025)
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN,
COLORADO, APPROVING A CONTRACT BETWEEN THE CITY OF ASPEN
AND WILLIA,M MORRIS ENDEAVOR AUTHORIZING THE CITY
MANAGER TO EXECUTE SAID CONTRACT ON BEHALF OF THE CITY OF
ASPEN, COLORADO,
WHEREAS, there has been submitted to the City Council a contract for
performances at the Wheeler Opera House, between the City of Aspen and William
Morris Endeavor, a true and accurate copy of which is attached hereto as Exhibit
«A».
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF ASPEN, COLORADO,
That the City Council of the City of Aspen hereby approves that Contract for
performances at the Wheeler Opera House, between the City of Aspen and William
Morris Endeavor, a copy of which is annexed hereto and incorporated herein, and
does hereby authorize the City Manager to execute said agreement on behalf of the
City of Aspen.
RESOLVED, APPROVED, AND ADOPTED FINALLY by the City
Council of the City of Aspen on the 2nu day of December 2025�
el Richards, 11(Iayor
I, Nicole Henning, duly appointed and acting City Clerk do certify that the
foregoing is a true and accurate copy of that resolution adopted by the City Council
of the City of Aspen, Colorado, at a meeting held, December 2, 2025.
Nicole Henning, City Clerk
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PRESENTING AGREEMENT
AGREEMENT (the "Agreement") dated as of October 8t", 2025 by and between RILEY ENTERTAINMENT
INC f/s/o JOHN MULANEY, EIN: 45-3235034, (the "Artist"), having a place of business at 888 7t" Avenue
4t" Floor, New York, NY 10106, and the City of Aspen, a Colorado home -rule municipality (the
"Presenter" or "City"), d/b/a the Wheeler Opera House, located at 320 E Hyman Ave, Aspen, CO 81611.
WHEREAS, Presenter owns and operates the Wheeler Opera House (the "Facility" or "Venue") in order
to provide the Aspen community at large with exceptional performing arts programming throughout the
year;
WHEREAS, Presenter desires to present two (2) performance(s) of MISTER WHATEVER (the
"Production") by the Artist at the Venue with a load -in scheduled to begin at 2:00 PM on Friday, January
rd, 2026 the performances scheduled to begin at 7@30 PM on Friday, January 2"d1 2026 and Saturday,
January 3rd1 2026 (the "Performances"), and a load -out promptly following the Performances (for the
purposes of this Agreement, the period commencing with load -in through the load -out is referred to as
the "Term"); and
WHEREAS, Presenter has determined that the presentation of the Production will contribute to
supporting the cultural, visual, or performing arts at the Wheeler Opera House for the benefit of the City
of Aspen; and
THEREFORE, for good and valuable consideration, the receipt and sufficiency which are hereby
acknowledged, the parties herein agree as follows:
1. PRESENTER'S COSTS
Presenter agrees that it shall furnish and pay for the following elements in connection with the
performances of Artist's presentation of the Production at the Venue.
A) Artist compensation, including accommodation and travel arrangements, payment schedule and
electronic payment instructions, (collectively, the "Payment Details"), as set forth in Exhibit A.
B) All reasonable and customary costs of furnishing the Venue in accordance with the
requirements set forth in the Technical Rider (attached hereto as Exhibit B (the "Technical
Rider"), including lighting and sound equipment, if requested by Artist.
C) All salaries, payroll taxes, and fringe benefits for Presenter's ushers, ticket takers, house
manager and assistant(s), all other house staff, housekeeping staff, security and traffic control,
utilities and energy (including house lights and fixtures), cleaning and supplies, required
maintenance and repairs, load in/out, strip/restore, spotting, pre -rigging calls, and
performances, provided that any services made available under this subsection will be
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performed in a manner that is customary and reasonable based on the Venue's standard
practices.
D) All costs of marketing and publicizing the Production at the Venue.
2. ARTIST'S UNDERTAKINGS; THE PRODUCTION
Artist agrees to furnish the Production, fully rehearsed and directed, including all elements of the
physical production, and to present the Production at the Venue in accordance with the schedule of
Performances set forth above.
Artist agrees that it shall furnish and pay for the following elements in connection with the
presentation of the Production at the Venue hereunder:
A) All salaries, fees, and per diem expenses of Artist and Artist's employees, contractors,
representatives, and agents, including all members of the cast and crew, musicians, stage
managers, guest artists, and company managers (collectively, the "Artist's Staff"), and all payroll
taxes, insurance premiums, and union fringe benefits applicable thereto. Artist shall supply all
necessary visas and work permits for all of Artist's Staff, including all associated costs.
B) All compensation with respect to any intellectual property rights used in connection with the
Production, including, without limitation, fees, advances, royalties, and per diems to the
authors, composers, directors, designers, licensors, and producers. Presenter holds ASCAP, BMI,
GMR and SESAC live performance licenses. Notwithstanding, Artist hereby assumes all other
liability arising from the use of patented, trademarked, franchised, and copyrighted material,
including music, devices, processes, and dramatic rights used by or incorporated by the Artist in
performance of this Agreement and shall indemnify and hold harmless City against all claims for
loss, injury or damage to any person arising out of any failure of Artist to comply with any
contract, copyright or other law, including a covenant to pay all attorney fees and costs in
indemnification arising from the unauthorized use or allegation of unauthorized use of any
intellectual property. The provisions of this section shall survive termination.
C) Artist's general and administrative expenses, including without limitation Artist's legal and
accounting fees, Artist's office charges, Artist's long-distance telephone, photocopying and
messenger charges, insurance premiums on Artist's policies insuring Artist's equipment and
personnel, and all other operating and administrative costs of Artist.
D) All hauling and transportation costs to move the Production and the Artist's Staff to the City,
within the City, and from the City to the next engagement of the Production.
E) Any and all scenery, draperies, props, lighting and sound equipment, special effects equipment,
costumes, wigs, and all other physical elements of the Production except as specified in the
Technical Rider,
F) All costs of local meals for the Production at the Venue.
G) All costs relating to compliance with union -imposed requirements applicable to employees and
agents engaged by Artist and to the Production.
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It is specifically understood and agreed that Artist shall be solely liable for and shall pay all expenses
of every kind in connection with the presentation of the Production at the Venue in the City (other
than those expenses expressly required to be paid by Presenter as provided for in Section 1, and
shall do all things reasonable and necessary in connection therewith.
3. ARTIST'S REPRESENTATIONS AND COVENANTS
Artist agrees as follows:
A) Artist shall cooperate with Presenter and its personnel to enable an efficient and successful
Production.
B) Artist shall make no use of the Facility other than for the Performances and related approved
activities.
C) Artist shall use and occupy the Facility in a safe and careful manner, shall not use or permit the
Facility to be used in any manner that is contrary to any applicable federal, state, county, or
municipal laws, ordinances, rules, regulations, or codes, and shall take all necessary measures to
eliminate danger to any person or to the Facility, its equipment and fixtures.
D) Artist shall not use, suffer, or permit to be used, all or any part of the Facility in any illegal or
lewd manner. Artist shall neither do nor permit to be done any act or thing at the Facility that
would or might subject City to any liability or responsibility for injury to any person or persons or
for damage to property.
E) Artist shall take good care of the Facility and the fixtures and equipment therein and shall not
alter, repair, add to, deface, nor change the Facility in any manner whatsoever, without the
prior written consent of the City. The Facility shall be maintained and vacated, as and when
required, in as good condition as it is upon entry of the Artist therein, reasonable wear and tear
excepted.
F) Artist shall pay undisputed damages or injury done by Artist's Staff to the Facility.
G) Artist will not use any equipment or tools of Presenter without the prior written approval of
Presenter.
H) Artist represents and warrants that the Technical Rider accurately reflects all technical and set-
upelements of the complete Production. The Performances) of the Production at the Venue
shall conform to the Technical Rider, and any changes to the Technical Rider require the prior
written approval of Presenter.
I) Subject to advance, Artist shall provide Presenter with a complete list of all personnel requiring
access to the Facility, including their names and functions, no later than 48 hours prior to in. All All personnel must wear visible credentials at all times while in the venue. Persons not
directly related to the Production are not permitted in the control, observation, or projection
booths during rehearsals or performances, including any side- or on-stage seating, except with
prior written permission from Presenter and upon presentation of valid identification.
Uncredentialed personnel will not be granted access to the venue or back -of -house areas.
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J) Artist hereby warrants and represents that (i) it has the right to enter into and perform this
Agreement,(ii) it owns or has acquired all necessary rights and licenses to stage the Production
in accordance with this Agreement, and (iii) the Production does not and will not violate or
infringe the intellectual property or proprietary rights of any party.
4. VENUE MANAGEMENT, CONTROL, AND STAFFING; FACILITY REGULATIONS
Per advance, Presenter is responsible for the operation, safety, and security of the Facility and the
public, and shall manage the Facility accordingly at all times.
Presenter reserves the right to control and manage the entire Facility and to enforce all necessary and
proper rules for the operation of same and for its authorized representatives to enter portions of the
Facility hereby licensed to Artist at any time and on any occasion. Presenter also reserves the right,
but has no duty, through its appointed representatives, to eject any objectionable person or persons
from the Facility, and to cancel or suspend any Performance(s) if, in the reasonable judgment of City,
failure to do so might endanger public safety or result in material damage to the Facility. Artist hereby
waives any and all claims against City and any of its agents, officers, directors, servants, and employees
resulting from any exercise of City's authority under this provision.
Presenter will make reasonable efforts to schedule the Venue so that Artist will have sole use during
the Term. In certain cases, Artist will not necessarily have this opportunity during the entire Term.
Presenter has the right to schedule other organizations and events in the Venue when Artist is not
scheduled to be in the Venue, so long as this does not interfere with Artist's ability to present the
Performances of the Production. It is understood and agreed that there may be other activities
happening throughout the Facility simultaneously with the Performances.
In addition, the following conditions shall apply to Artist's use of the Venue:
A) Smoking is prohibited in all areas of the Facility. Further, the use of marijuana and other drugs
on City property is proted. Any person, including independent contractors, technicians,
Artist's Staff, and/or entourage members using marijuana or any illegal substances at the
Facility, on City property, or in public may be removed from or denied entrance to the Facility
and subject to criminal penalties.
B) Animals are prohibited in all areas of the Facility, except as required for on-stage performance
purposes or when serving as service animals assisting individuals with disabilities, in accordance
with the Americans with Disabilities Act (ADA), 42 U.S.C. § 12101 et seq. Presenter reserves the
right to request clarification regarding the role of any animal brought into the Facility.
C) Fire and safety regulations shall be in accordance with Presenter's, City, and State codes and
shall be enforced by Presenter staff. All electrical equipment, props, and other property brought
into the Facility by Artist to be used in conjunction with the Artist's Performance shall comply
with and conform to all the rules and regulations of the City and the Facility, including all City
Ordinances, statutes and laws of the State of Colorado, and the rules and regulations issued by
any governmental entity with jurisdiction over the Facility.
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D) Open flame, fireworks, flash pots, or other pyrotechnic devices are strictly prohibited without
express written consent of the Presenter. No oil -burning fluids, kerosene, solvents, gasoline, or
other highly volatile fluids shall be used for any purpose.
E) Two wire electrical devices, except where internally grounded and insulated, are prohibited.
F) Artist shall not erect or operate within the Facility any engine or machinery powered electrically,
manually, or by air or steam, except on stage in approved commercial theatrical devices.
G) Materials or equipment containing asbestos are prohibited.
H) No sign or banner may be affixed to any surface without prior approval.
I) The Facility limits the use of single -use plastic and does not provide bottled water. The Presenter
will provide Artist and Artist's Staff with reusable stainless steel water bottles for the duration of
their time on -site. Filtered water stations are located throughout the back -of -house.
5. INTENTIONALLY DELETED
6. BOX OFFICE AND TICKETING PROVISIONS
A) Definitions
i. "Gross Box Office Income" means the total revenue received by Presenter from the
sale of tickets to the Production.
ii. "Net Box Office Income" means Gross Box Office Income after the following
deductions: (1) federal, state, city or any other applicable taxes on admissions; (ii)
customary commissions and fees, as may be prevailing from time to time, paid to or
retained by third parties in connection with the presentation of the Production,
including, without limitation, those relating to the use of the facility, facility fees,
ticket printing fees, theater parties, benefits, telephone sales, automated ticket
distribution or remote box office, commissions or fees for group sales; (iii) an
amount equal to three percent (3%) of the Gross Box Office Income to compensate
for commissions and fees paid to or retained by credit card companies for sales of
tickets; and (iv) an amount equal to any percentage as defined in Exhibit A of the
Gross Box Office Income as a royalty fee payable to Artist (the "Artist's Royalty").
Presenter may also deduct from Gross Box Office Income allocable to any
performance week any sums included as Gross Box Office Income in a prior
performance week, but which sums subsequently are refunded or uncollectible due
to dishonored checks, invalidated credit card receipts ,or for any other reason.
iii. "Production Revenue" means the amount (if any) by which Net Box Office Income
exceeds Presenter Expenses.
iv. "Presenter Expenses" include customary and documented expenses related to
venue use, labor, paid advertising and promotion.
B) Tickets shall be priced at $347, $257, $172, and $72 resulting in a potential Gross Box Office
Income not to exceed $214,940
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Fri, Jan 2nd
Sat, Jan 3rd
Tier Quantity
P1 120
P2 170
P3 81
P4 114
P1 120
P2 170
P3 81
P4 114
Comps/Kills Ticket Price Total
$347 $8208
$257 $13932
$172 $43690
$72 $41640
$347 $8208
$257 $13932
$172 $43690
$72 $41640
TOTALS 970 32
Gross Potential
Ticket Fees $3.00/ticket on top
$214,940
C) Presenter will make the sole determination of total house capacity based on current health
orders and trends.
D) Presenter possesses the right to reserve, at no cost to Presenter, six (6) complimentary tickets
and four (4) house kills per performance during all Facility usages.
E) Presenter will provide to Artist a total of six (6) complimentary tickets for each Performance.
Artist agrees to provide to Presenter a list of names of individuals receiving said tickets. per
advance with tour manager and subject to clear communication between both parties and
regular check ins regarding ticketing needs. Presenter will reserve thirty (30) per performnace
to be made availalbe for purchase by Artist no later than seventy-two(72) hours in advance
of said performance. Any held tickets not purchased by this time will be released for public
sale.
F) Presenter shall issue BOH credentials for crew and guests of the Artist. Artist must provide
Presenter with a complete list of crew and guests (first and last name) per advance with tour
manager and subject to clear communication between both parties and regular check ins
regarding ticketing needs. Credentials must always be worn and visible while in venue.
Uncredentialed personnel will not be given access to the venue or back -of -house.
G) Presenter does not allow audience or guest seating on stage or in side -stage areas of the
Facility. All audience and guest seating shall be confined to designated house or green room
seating areas as determined by Presenter. Artist agrees not to offer, promote, or facilitate any
seating arrangements that deviate from this policy without prior written approval from
Presenter.
H) Presenter shall use its platforms and personnel for the sale of tickets to all performances of
the Production, including ticket sales at the Venue's box office, by Internet, by telephone,
group fulfillment, and all credit card fulfillment in connection therewith. Presenter shall have
the exclusive right to sell tickets to the Performances and the Artist shall not enter into an
agreement with any ticket agency or box office with regard to the Performances, nor may
Artist print tickets or otherwise create and sell their own tickets.
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I) Presenter shall have the sole and exclusive right to institute, direct, and enforce all policies,
guidelines, procedures, discounts, and practices pertaining to the sale of tickets for
performances of the Production at the Venue hereunder, including but not limited to, the
establishment of booking periods; allocation and distribution of tickets for sale at Theater's
box office, by telephone, or group fulfillments payment procedures and deadlines, and all
other policies, guidelines, procedures, and practices applicable thereto.
7. ADVERTISING AND PROMOTION
All local advertising and publicity for the Performances of the Production at the Venue hereunder
shall be under the control of the Presenter who shall make reasonable efforts to consult with the
Artist about the images used in advertising, the Production and the language describing it, as well as
related matters.
City grants to Artist, and their licensees and designees, the non-exclusive right, throughout the
universe in perpetuity, to use the Facility's name, trademarks, logos, and images of the Facility, and
any other materials provided by Artist, to advertise and promote the Performances of the
Production at the Venue. Artist shall use all reasonable efforts to promote the Performances of the
Production at the Venue using all available channels, including through Artist's website, social
media, and mailing lists, and those of its management. In the event that Artist or its agents shall
engage in any national or regional advertising and publicity for the Production that lists specific
cities or venues, Artist agrees to include a reference to the Performances of the Production at the
Venue in such advertising and publicity materials. Such materials shall refer to Presenter as
"Wheeler Opera House".
Artist agrees to provide in a timely manner any promotional materials (collectively, the
"Promotional Materials") that are in its possession and for which it has full rights such as
photographs, biographical information, reviews, and program copy for use by Presenter. Presenter
will, at the close of the engagement and to the extent it has such materials, provide the Artist with
copies of all press and advertisements generated by the Production.
In no event shall any use of the Promotional Materials be construed to be a third -party endorsement
of any product or service.
Artist shall not use or place any signs, banners, advertising, or solicitation materials on Presenter's
premises without Presenter's prior written consent.
S. PHOTOGRAPHY AND VIDEOGRAPHY
Artist shall not engage in or permit any photographing, filming, broadcasting, recording, streaming
or reproduction of the Production at the Venue without the prior written consent of Presenter.
Presenter is allowed to photograph the first 5 minutes of each show by house photographer.
Presenter may not sell or otherwise commercially distribute any photograph and/or recording of the
Performances without the Artist's prior consent which shall not be unreasonably withheld.
Presenter shall to the best of its ability ensure that no attendee at a Performance shall enter the Venue
with aprofessional-type camera or other audio or visual recording equipment, including cameras with
interchangeable lenses, video cameras, or camcorders (excluding cell phones).
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9. MERCHANDISE AND CONCESSIONS
Artist shall not make available for purchase at the Venue any merchandise without the prior written
consent of Presenter, in which case Artist shall arrange with Presenter in advance the location of
such sales, the appearance of the location, and such other details relating thereto as the Presenter
determines to be relevant.
Gross merchandise sales must be reported and signed by Artist or Artist's representative on the
night of the show. Artist must provide point of sale system and must remit to Presenter a twenty
percent (20%) royalty on any such sales, net of taxes, to be taken as cash, deducted from the
settlement, or invoiced following the performance. All applicable sales tax must be remitted by the
Artist as required by the State of Colorado.
Presenter can provide a merchandise seller for a fee of one hundred twenty ($120) dollars.
Presenter staff are not guaranteed and subject to availability; requests must be made no later than
two weeks prior to the Term.
Presenter or Presenter's licensee may operate refreshment concessions in the Facility, through
which Presenter or Presenter's licensee may sell refreshments, beverages, candies, sandwiches,
flowers, and similar items not related to or identified with the Production or with any other
production or presentation.
10. EXCLUSIVITY
Artist shall not authorize or permit (i) any party other than Presenter to present the Production or (ii)
any member(s) of the Production's cast(s) to perform or in any way render any portion of the
Production, in each case in any theater, television studio, theater club, cabaret, restaurant, or other
place of amusement or entertainment within one hundred (100) miles of the Venue for a period
beginning sixty (60) days prior to the Term and ending sixty (60) days following the Term's conclusion.
11. INSURANCE
A) See Exhibit C.
B) If Artist has employees who are part of the Production, then Artist shall also provide an
Employer's Identification number and evidence of coverage for Workers' Compensation
insurance for its employees or provide affidavits of independent contractorship. Artist agrees
that failure to provide such documentation shall not exempt Artist for any and all
responsibility to its employees and assigns regarding workers' compensation claims, and
Artist agrees to indemnify and hold harmless the City and the Wheeler Opera House, its
personnel and assigns for any injury or claim to workers' compensation benefits by and of its
employees or assigns.
C) See Exhibit C.
D) The parties her understand that the City is a member of the Colorado Intergovernmental
Risk Sharing Agency (CIRSA) and as such participates in the CIRSA Property/Casualty Pool.
Copies of the CIRSA policies and manual are kept at the City of Aspen Risk Management
Department and are available to Professional for inspection during normal business hours.
City makes no representations whatsoever with respect to specific coverages offered by
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CIRSA. City shall provide Professional reasonable notice of any changes in its membership or
participation in CIRSA.
The Parties specifically understand and agree that nothing contained in the Agreement shall
be construed as an express or implied waiver by the City of its governmental immunity or of
the governmental immunity of the State of Colorado, as an express or implied acceptance by
the City of liabilities arising as a result of action which lie in tort or could lie in tort in excess
of the liabilities allowable under the Colorado Governmental Immunity Act, as a pledge of the
full faith and credit of the State of Colorado, as an assumption by the City of a debt, contract
or liability of Contractor in violation of Article XI, Section 1 of the Constitution of Colorado, or
as a wavier of the City's immunity under the Eleventh Amendment of the United State
Constitution.
12. INDEMNIFICATION
Artist agrees to indemnify and hold harmless the City, its officers, employees, insurers, and self-insurance
pool, from and against all third party liability, claims, and demands, on account of injury, loss, or damage,
including without limitation claims arising from bodily injury, personal injury, sickness, disease, death,
property loss or damage, or any other loss of any kind whatsoever, which arise out of or are in any manner
connected with this Agreement and caused by Artist's negligence or willful misconduct, to the extent and
for an amount represented by the degree or percentage such injury, loss, or damage is caused in whole
or in part by, or is claimed to be caused in whole or in part by, the wrongful act, omission, error,
professional error, mistake, negligence, or other fault of the Artist, any subcontractor of the Artist, or any
officer, employee, representative, or agent of the Artist or of any subcontractor of the Artist, or which
arises out of any workmen's compensation claim of any employee of the Artist or of any employee of any
subcontractor of the Artist. The Artist agrees to investigate, handle, respond to, and to provide defense
for and defend against, any such liability, claims or demands at the sole expense of the Artist, or at the
option of the City, agrees to pay the City or reimburse the City for the reasonable outside defense costs
incurred by the City in connection with, any such liability, claims, or demands. If it is determined by the
final judgment of a court of competent jurisdiction that such injury, loss, or damage was caused in whole
or in part by the act, omission, or other fault of the City, its officers, or its employees, or any other third
party not under the control of Artist, the City shall reimburse the Artist for the portion of the judgment
attributable to such act, omission, or other fault of the City, its officers, or employees.
To the extent authorized under Colorado law, the City agrees to indemnify and hold harmless Artist, its
officers, employees, contractors, insurers, and self-insurance pool, from and against all third party
liability, claims, and demands, on account of injury, loss, or damage, including without limitation claims
arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any
other loss of any kind whatsoever, which arise out of or are in any manner connected with this
Agreement and caused by City's breach of this Contract or City's negligence or willful misconduct, to the
extent and for an amount represented by the degree or percentage such injury, loss, or damage is
caused in whole or in part by, or is claimed to be caused in whole or in part by, the wrongful act,
omission, error, professional error, mistake, negligence, or other fault of the City, any subcontractor of
the City, or any officer, employee, representative, or agent of the City or of any subcontractor of the
City, or which arises out of any workmen's compensation claim of any employee of the City or of any
employee of any subcontractor of the City. The Parties hereto understand and agree that City is
relying on and does not waive or intend to waive by this Agreement, any provision hereof, including
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the monetary limitations or any other rights, immunities, and protections provided by the Colorado
Governmental Immunity Act, Colo. Rev. Stat. section 24-10-101, et seq., as from time to time
amended.
13. CANCELLATION
A) In the event of a breach by Artist of the terms or conditions of this Agreement and any
attached Exhibits or Addendums, City shall have, in addition to any other legal recourse, the
right to terminate Artist's rights under this Agreement forthwith and to remove and exclude
any and all property of Artist from the Facility, all without notice or resort to legal process,
and to enforce all provisions of this Agreement against Artist.
B) In the event of a cancellation by Artist more than thirty (30) days in advance of the Term,
Artist shall return any funds received by Artist in conjunction with the Event to the City within
twenty (20) business days of the cancellation, and the City will have no further obligation to
the Artist. In the event of cancellation of a Performance by Artist less than thirty (30) days in
advance of the Term, Artist agrees to refund to Presenter any amounts already paid by
Presenter to Artist and to pay Presenter, as liquidated damages and not a penalty, all of
Presenter's out-of-pocket and allocated expenses relating to the Production, the
Performances, and related activities.
C) In the event of cancellation by City not resulting from Force Majeure or a Declared State State of Emergency the City shall pay Artist its guaranteed full performance fee but
shall not be liable for any additional payments.
D) The amounts payable hereunder shall be prorated in the event that either party cancels less
than all of the Performances.
14. FORCE MAIEURE AND GOVERNMENT -DECLARED STATES OF EMERGENCY
If a party's performance of any obligation under this Agreement (other than the payment of money)
is prevented or interfered with by any cause beyond the reasonable control of such party, such as
unavoidable and unforeseeable equipment failures, vendor delays, or acts of nature (including, but
not limited to, such things as violent storms, excessive rainfall, blizzards, or substantial snow storms),
this shall be deemed a Force Majeure event, ("Force Majeure"), and such party shall be excused from
performing such obligation to the extent and for the duration of such prevention or interference,
provided such party uses all reasonable efforts to remove or overcome such prevention or
interference as quickly as possible. City and Artist shall make best efforts to reschedule the
Performance(s) to a future mutually agreeable date under the same or similar terms and conditions
of this Agreement (subject to reasonable adjustments per travel or other scheduling, etc.).
A Government -declared State of Emergency will be deemed a Force Majeure event. City may in its
sole discretion cancel any performance which may expose any member of the company or any portion
of the audience to the danger of death, disease or injury, or an outbreak of violence or civil strife.
Upon such cancellation, neither party shall be liable for any loss, damage, or expense claimed to have
been suffered by said cancellation. City and Artist shall make best efforts to reschedule the Production
to a future mutually agreeable date under the same or similar terms and conditions of this Agreement.
If any performance shall be prevented for any of the foregoing causes, neither the City nor Artist shall
be under any obligation to present the Production at a different time and neither party shall have any
claim against the other in connection with the losses resulting from such prevented or interfered
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Production(s). Should City and Artist be unable to reschedule pursuant to this paragraph, Artist will
be entitled to all monies already paid, and no additional payments shall be due.
Artist further agrees that if a City, county, state, or federally mandated "do no gather restriction" is
enacted and in effect in Aspen, Colorado after the adoption of this contract, Presenter has the right
to cancel the Performance(s) without liability under Force Majeure. Upon such cancellation, neither
party shall be liable for any loss, damage, or expense claimed to have been suffered by said
cancellation. Presenter and Artist shall make best efforts to reschedule the Performance(s) to a future
mutually agreeable date under the same or similar terms and conditions of this Agreement. Should
Presenter and Artist be unable to reschedule, Artist will be entitled to all monies already paid, and no
additional payments shall be due. Should the State of Colorado, Pitkin County, or the City limit
gatherings to a capacity that is less than full seating capacity, then Presenter shall have the option at
its sole discretion to reschedule the Performance(s). Presenter and Artist shall make best efforts to
reschedule the Performance(s) to a future mutually agreeable date under the same terms and
conditions or allow the contract to remain in place. Artist will be required to comply with those
reduced capacity directives, whether for Artist's Staff, audience members, guests, and/or participants.
Should Presenter and Artist be unable to reschedule the Event pursuant to this paragraph, Artist will
be entitled to all monies already paid, and no additional payments shall be due.
15. COMPLIANCE WITH PUBLIC HEALTH ORDERS
Artist agrees that Artist's Staff shall comply with State or City -mandated Public Health Orders,
including recommended precautions and procedures related to preventing the transmission of
communicable diseases.
16. INDEPENDENT PARTIES
It is expressly understood and agreed that this Agreement does not constitute, nor shall it be
construed as constituting, a partnership or joint venture between Presenter and Artist, nor shall
either party be deemed to be the agent of the other party for any purpose whatsoever. Neither
party shall have the right to make representations on behalf of the other party or to obligate or bind
the other party in any manner whatsoever. Nothing in this Agreement shall give or is intended to
give any rights of any kind to third parties.
Artist is an independent contractor and shall not be considered an employee of the City for
purposes of any federal or state laws. The City is not obligated to secure and shall not provide any
employment benefits of any kind or type to or for the Artist, including but not limited to worker's
compensation, disability insurance, errors and omissions insurance, vacation or sick leave,
retirement contributions, or other benefits.
None of the personnel furnished by Presenter hereunder shall be deemed to be employees of Artist,
and Artist shall not be responsible nor held liable for payment of any salaries, worker's
compensation, unemployment insurance, social security, withholding taxes, pension, welfare,
annuity, vacation or any other fringe benefits or any cost or liability of any kind in connection
therewith.
17. NON-DISCRIMINATION
No discrimination because of race, color, creed, sex, marital status, affectional or sexual orientation,
family responsibility, national origin, ancestry, handicap, or religion shall be made in the employment of
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persons to perform services under this Agreement. Artist agrees to meet all of the requirements of
City's municipal code, Section 15.04.570, pertaining to non-discrimination in employment.
18. WAIVER, NON-SEVERABILITY, AND ASSIGNMENT
The waiver by either party of any term, covenant, or condition hereof shall not operate as a waiver of any
subsequent breach of the same or any other term.
If any provision of this Agreement shall prove illegal, invalid, or unenforceable, the remainder of this
Agreement shall not be affected thereby.
It is expressly understood and agreed that enforcement of the terms and conditions of this
Agreement, and all rights of action relating to such enforcement shall be strictly reserved to the
parties and nothing contained in this Agreement shall give or allow any such claim or right of action
by any other third person. Neither the Presenter nor the Artist shall have the right to assign,
transfer, or sublet its interest or obligations hereunder without the written consent of the other
party.
19. COMPLIANCE WITH LOCAL AND STATE LAW
The Artist, including the Artist's Staff and contractors working for the Artist, shall comply with all local
rules and regulations governing the Facility, including all rules, laws, ordinances, regulations, and
orders of governmental authorities and Artist further agrees to modify the Production to comply with
local laws and safety regulations upon notification of violation.
No part of the Production may consist of acts in violation of any local laws, codes, statutes, ordinances,
rules, or any other requirements including building and fire regulations. If Artist violates this section,
City may immediately cancel the Performances of the Production, and Artist will be considered to
have breached this Agreement pursuant to Section 13 herein.
20. ENTIRE AGREEMENT; GOVERNING LAW; ATTORNEY'S FEES
This Agreement represents the entire understanding between the parties with respect to the
subject matter hereof and supersedes all prior proposals, marketing materials, negotiations and
other written or oral communications between the parties with respect to the subject matter of this
Agreement, and there are no agreements, representations or warranties, oral or written, between
the parties other than those set forth or expressly provided for in this Agreement. In the event of
any conflict or inconsistency between the main body of this Agreement and any attachment, exhibit,
schedule, rider, or addendum to this Agreement, the main body of this Agreement shall prevail. This
Agreement may not be modified or changed, in whole or in part, except by written agreement
signed by both of the parties hereto. The parties acknowledge and agree that the Payment Details
(Exhibit A) and the Technical Rider (Exhibit B) are part of this Agreement and, as such, require the
prior written consent of both parties to modify or amend.
This Agreement and the rights and obligations of the parties hereunder shall be governed by and
construed in accordance with the laws of the State of Colorado. Venue for all actions arising under
this Agreement shall be Pitkin County, Colorado. In the event legal remedies must be pursued to
resolve any dispute or conflict regarding the terms of this Agreement or the rights and obligations of
the parties hereto, the prevailing party shall be entitled to recover reasonable costs incurred in
pursuing such remedies, including expert witness fees and reasonable attorney fees.
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21. BINDING NATURE
Headings are inserted for convenience of reference only and are not intended to affect the meaning
or interpretation of this Agreement.
22. SURVIVABILITY
All provisions of this Agreement that are to be performed after the expiration or earlier termination
of this Agreement shall survive such expiration or earlier termination.
23. NOTICES
Any statement, notice, demand, or communication which either party may desire or be required to
give to the other party shall be in writing and shall be deemed sufficiently given or rendered if
delivered personally or sent by certified or registered United States mail, postage prepaid, addressed
as specified below. The time of giving such notice, demand or communication shall be deemed to be
the time when it is personally delivered or mailed. Either party shall have the right to designate in
writing, served as provided above, a different address to which any notice, demand or communication
is to be mailed.
Notices under this agreement should be sent to:
For Presenter:
For Artist:
Mike Harrington, Executive Director
Wheeler Opera House
320 E Hyman Ave
Aspen, CO 81611
(970) 920-5790
Riley Entertainment Inc f/s/o John Mulaney
888 7t'' avenue 4t" Floor
New York, NY 10106
24. COUNTERPARTS, ELECTRONIC SIGNATURES AND ELECTRONIC RECORDS
This Agreement and any amendments hereto may be executed in several counterparts, each of which
shall be deemed an original, and all of which together shall constitute one agreement binding on the
parties, notwithstanding the possible event that all parties may not have signed the same counterpart.
Furthermore, each party consents to the use of electronic signatures by either party. The parties agree
not to deny the legal effect or enforceability of the Agreement solely because it is in electronic form
or because an electronic record was used in its formation. The parties agree not to object to the
admissibility of the Agreement in the form of an electronic record, or a paper copy of an electronic
documents, or a paper copy of a document bearing an electronic signature, on the ground that it is
an electronic record or electronic signature or that it is not in its original form or is not an original.
25. AUTHORIZATION OF SIGNATURE
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The parties acknowledge and represent to each other that all procedures necessary to validly contract
and execute this Agreement have been performed and that the persons signing for each party have
been duly authorized to do so.
26. TAXES AND VISAS
Artist hereby represents and warrants, on behalf of itself and its employees, agents, and
contractors, that they are and will be in full compliance with all applicable tax laws and will be solely
responsible for any taxes due (including penalties and interest related thereto) as a result of any
payment made hereunder. The Artist will promptly provide, for itself and for any other party
entitled to receive payment hereunder, the Presenter with a completed W-9 (if the payee is a U.S.
person) or a completed W&BEN, W&BEN-E, or Form 8233, as applicable (if the payee is a foreign
person), and the Presenter will not be obligated to make any payment hereunder unless and until it
has received such completed forms from the Artist and until a fully executed Agreement is on file
with both parties.
Additionally, the Artist and Artist's Staff hereby certify that they have all the necessary visa
documents permitting their legal ability to work in the United States. The Presenter will not file on
behalf of the Artist and Artist's Staff but will sign necessary documents certifying that the Artist is
performing at the Presenter's Venue.
27. CONFIDENTIALITY
Presenter and Artist acknowledge and agree that the terms set forth in Exhibit A are confidential
trade secrets, privileged information, and confidential commercial and financial information
protected from disclosure pursuant to the Colorado Uniform Trade Secrets Act, C.R.S. §§ 7-74-101
to -110, C.R.S. and C.R.S. § 24-72-204(3)(a)(IV), and Presenter shall not disclose the terms set forth
in Exhibit A to any third party unless compelled to do so by an order of a court of competent
jurisdiction or approved by Lender in writing. If Presenter receives a request (whether pursuant to a
request under the Colorado Open Records laws, deposition, interrogatory, subpoena, civil
investigation, or on any other grounds) to disclose any of the information in Exhibit A, the Presenter
shall immediately notify the Artist in writing of such request so that the Artist and Presenter may
seek a protective order or other appropriate remedy and/or waive the Presenter's compliance with
the provision of this section. In the event Artist seeks a protective order or other appropriate
remeAy to prevent disclosure, then Presenter and Artist agree to participate in and cooperate
with each other in their efforts to prevent such disclosure.
28. ADDITIONAL TERMS
A) Support
Artist will source support directly to open both performances. Additionally, support will
perform a pop-up set on either January 1, 2026 or January 2, 2026 at Bad Harriet (Hotel
Jerome).
FOR ARTIST:
Signature_
Name and Title:
®ate:11.21.25
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John Mulaney
FOR CITY OFASPEN/WHEELER OPERA HOUSE:
Signed by:
Name and Title:
Pete StreckerCity Manager
12/3/2025
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ADDENDUM
ADDITIONAL TERMS AND CONDITIONS
A. COMPENSATION
(1) Unless otherwise specified, all payments shall be made in full without any deductions whatsoever. If not already indicated on the face page of this Agreement,
PURCHASER will advise PRODUCER, or PRODUCER's agent, promptly upon request (but in no event later than the on -sale date), of the net admissions prices for the
entertainment presentation and shall further disclose any added charges and applicable tax in connection therewith.
(2) In the event the payment to PRODUCER shall be based in whole or in part on receipts of the performance(s) hereunder, PURCHASER agrees to deliver to PRODUCER
a certified statement of the gross receipts of each performance within two (2) hours following such performance. PRODUCER shall have the right to have a representative
present in the box office at all times and such representative shall have access to box office records of PURCHASER relating to gross receipts of the Engagement.
(3) In the event that the payment of PRODUCER's share of said performance(s) receipts is based in whole or in part upon expenses related to the Engagement,
PURCHASER shall verify by paid receipts, cancelled check or similar documents all such expenses, or they shall not be included as an expense of the Engagement.
(4) In the event the payment to PRODUCER does not include a percentage payment, if the actual gross box office receipts from the Engagement exceed the gross potential as
stated on the face of this Agreement or as otherwise agreed in writing between the parties, such excess shall be immediately paid in full to PRODUCER in cash.
B. TICKETS
(1) PURCHASER shall not announce, advertise, promote or sell tickets to the Engagement until authorization in writing has been received from PRODUCER.
(2) ALL TICKETS MUST BE NUMBERED. NO TICKETS SHALL BE PRICED AT MORE THAN THE AGREED UPON PRICE EXCLUSIVE OF VALUE ADDED
TAX OR OTHER SALES —BASED TAX WITHOUT PRODUCER'S PRIOR APPROVAL.
(3) If ticket price scaling shall be varied in any respect, the percentage of compensation payable to PRODUCER shall be based upon whichever of the following is more
favorable to PRODUCER: (i) the ticket price scaling set forth on the face page of this Agreement or as otherwise agreed in writing by the parties, or (ii) the actual ticket
price scaling in effect for the Engagement.
(4) The PRODUCER's representative shall have the right to inspect ticket racks and all box office and other records with respect to such receipts, including, but not limited
to, unsold tickets, printed but unsold tickets (so-called "deadwood") and stubs of tickets sold, for the purpose of verifying the statements. PRODUCER's representative will
upon request be admitted to the box office at all times during the sale of tickets for the Engagement hereunder.
(5) There shall be no dynamic ticket pricing unless mutually agreed upon by PRODUCER and PURCHASER in writing. In the event the parties agree to participate in
dynamic ticket pricing all terms thereof shall be subject to mutual written approval including, without limitation, all ticket prices and adjustments thereto, scaling, gross box
office potential and additional ticketing charges (if any). All elements thereof, including, without limitation, all ticket pricing/scaling/adjustments, ticketing charges (if any)
and final gross revenue must be transparent and presented at settlement in writing to PRODUCER to evidence compliance with the foregoing.
(6) PURCHASER agrees that any inclusion of ARTIST's performance hereunder in a subscription or other type of series is subject to the prior written consent of
PRODUCER.
(7) PURCHASER shall not commit ARTIST to any interviews, promotional appearances, meet &greets, or otherwise without PRODUCER'S prior, written consent, which
shall be given or withheld in PRODUCER'S sole discretion.
C. FACILITIES
(1) PURCHASER agrees to famish at its sole cost and expense on the date(s), times) and places) of the performances) all that is necessary for the proper and lawful
presentation of the Engagement, including, without limitation, a suitable venue, well -heated, ventilated, lighted, clean and in good order, stage curtains, properly tuned grand
piano or pianos and all necessary first class sound equipment in perfect working condition including amplifiers, microphones in number and quality required by
PRODUCER, dressing rooms (clean, comfortable, properly heated and air-conditioned and near the stage), all necessary electricians and stage hands, all necessary first class
lighting, tickets, house programs, all licenses (including musical performing rights licenses), adequate security, ushers, ticket sellers, ticket takers, appropriate and sufficient
advertising in all media and PURCHASER shall pay all other necessary expenses in connection therewith.
(2) PURCHASER shall also provide at its sole cost and expense all necessary equipment for the Engagement hereunder as provided on the face of the Agreement, or as
designated in the attached ARTIST Rider, unless otherwise agreed by PRODUCER and PURCHASER in writing. Exact requirements to be advised if same differs from
ARTIST Rider specifications.
(3) PURCHASER will pay all music royalties in connection with PRODUCER's use of music, and in addition, the costs of any musicians (including contractor) other than
those furnished by PRODUCER as part of PRODUCER's regular company.
(4) PURCHASER agrees to pay all amusement taxes, if applicable.
(5) PURCHASER shall 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 and PRODUCER.
(6) If PRODUCER so requires, PURCHASER will furnish at its expense all necessary facilities, electricians, stage hands and other personnel for lighting and dress
rehearsals. PURCHASER shall furnish at its own expense all other items and personnel including, but not limited to, any and all personnel, including musicians, as may be
required by any national or local union(s) required for the proper presentation of the performance hereunder, and any rehearsals therefore, except for those items and
personnel which PRODUCER herein specifically agrees to furnish.
(7) PURCHASER shall ensure compliance with all applicable requirements of laws and regulations as to health and safety, licensing, insurance, hygiene, fire, access, egress,
security, and generally in relation to the performance(s) and the venue(s) for such performance(s).
(8) PURCHASER shall be solely responsible for providing a safe environment for the Engagement, including but not limited to with respect to the staging, stage covering,
grounding, supervision and direction of the Engagement, and security, so that the Engagement and all persons and equipment are free from adverse weather and other
conditions, situations and events ("Adverse Conditions"). PRODUCER/ARTIST shall not have any liability for any damage or injury caused by such Adverse Conditions.
CITY OF ASPEN
Docusign Envelope ID: 9DB4BE8B-337A-4970-9C4B-A3C5FD969D87
D. PRODUCTION CONTROL
(1) PRODUCER shall have the sole exclusive creative control over the production and presentation of ARTIST's performance at the Engagement hereunder, nicluding, but
not limited to, the details, means and methods of the performance of the performing artists hereunder, and PRODUCER shall have the sole right, as PRODUCER may see fit,
to designate and change at any time the performing personnel other than the ARTIST herein specifically named.
(2) ARTIST shall at all times be the headline act and will be the closing act of each show, unless otherwise specified herein. PURCHASER agrees that no performers other
than those to be furnished by PRODUCER hereunder will appear on or in connection with the Engagement hereunder. PURCHASER agrees to supply and pay for all
supporting acts, if any, which must be requested and/or approved by PRODUCER.
(3) PURCHASER agrees to promptly comply with PRODUCER's directions as to stage settings for the performance hereunder.
(4) It is understood that no stage seats are to be sold or used without PRODUCER's prior written consent.
E. EXCUSED PERFORMANCE
If, as the result of a Force Majeure Event (as defined below), PRODUCER or ARTIST is unable to, or is prevented from, performing the Engagement or any portion thereof
or any material obligation under this Agreement, then PRODUCER's and ARTIST's obligations hereunder will be fully excused, there shall be no claim for damages or
expenses by PURCHASER, and PURCHASER shall bear its own costs and expenses in connection with this Agreement. Notwithstanding the foregoing: (i) PURCHASER
shall be obligated and liable to PRODUCER for such proportionate amount of the payment provided for herein as may be due hereunder for any performance(s) which
PRODUCER may have rendered up to the time of the inability to perform by reason of such Force Majeure Event; and (ii) in the event of such non-performance as a result of
a Force Majeure Event, if ARTIST is ready, willing, and able to perform (but for the occurrence of such Force Majeure Event), then PURCHASER shall nevertheless pay
PRODUCER an amount equal to the full GUARANTEE plus all other payments and compensation due hereunder. For clarification, in the event of cancellation due to any
Force Majeure Event, and whether or not ARTIST is ready, willing and able to perform, PURCHASER shall remain responsible for all transportation, accommodations,
expense reimbursements and any other payments or compensation for PRODUCER/ARTIST and entourage pursuant to the terms of this Agreement.
A "Force Majeure Event" shall mean any one or more of the following acts which makes any performances) by PRODUCER or ARTIST contemplated by this Agreement
impossible, infeasible or unsafe: acts of God; act(s) or regulation(s) of any public authority or bureau, civil tumult, epidemic, act(s) of the public enemy; act(s) or threats of
terrorism; threats; insurrections; riots or other forms of civil disorder in, or around, the Engagement venue or which PRODUCER and/or ARTIST reasonably believe
jeopardizes the safety of ARTIST, any of ARTIST's equipment, musicians or other performers, or any of PRODUCER's key personnel; embargoes; labor disputes (including,
without limitation, strikes, lockouts, job actions, or boycotts); fires; explosions; floods; shortages of energy or other essential services; failure of technical facilities; failure or
delay of transportation; death, disability, illness, injury or other inability to perform of ARTIST, any of ARTIST's musicians, other performers, crew, representatives or
advisors, any of ARTIST's family members, any of PRODUCER's key personnel, or any other person personally known to ARTIST whose death, disability, illness or injury
adversely impacts ARTIST's ability to perform in connection with the Engagement; or other similar or dissimilar causes beyond the control of ARTIST or PRODUCER
which make any performance(s) contemplated by this Agreement impossible, infeasible or unsafe.
F. INCLEMENT WEATHER
Notwithstanding anything contained to the contrary herein, inclement weather shall not be deemed a Force Majeure event and PURCHASER shall remain liable for payment
to PRODUCER of the full GUARANTEE plus all other compensation due hereunder if the performances) is rendered impossible, infeasible or unsafe by such weather
conditions. For clarification, PURCHASER shall remain responsible for all other terms and conditions of this Agreement, including, without limitation accommodations,
transportation, and expense reimbursements for ARTIST and touring party.
G. PRODUCER'S RIGHT TO CANCEL
PURCHASER agrees that PRODUCER may cancel the Engagement hereunder without liability by giving the PURCHASER notice thereof at least thirty (30) days prior to
the commencement date of the Engagement hereunder. Upon termination of the Agreement in accordance with this Section G, PRODUCER shall return to PURCHASER
any deposit previously received by PRODUCER in connection with the Engagement. Subject to the foregoing, upon such termination, the parties shall have no further rights
or obligations hereunder, and each of the parties shall bear its own costs incurred in connection with this Agreement.
H. BILLING
(1) ARTIST shall receive billing in such order, form, size and prominence as directed by PRODUCER in all advertising and publicity issued by or under the control of the
PURCHASER, including, but not limited to, displays, newspapers, radio and television ads, electric lights, posters, houseboards and announcements.
(2) PURCHASER may only use ARTIST's name and pre -approved: voice, likeness, materials, pictures, photographs, image, or other identification of ARTIST (collectively,
"ARTIST's Likeness") in connection with PURCHASER's advertising and publicizing of the Engagement, however PURCHASER's use of ARTIST's Likeness shall not be
as an endorsement or indication of use of any product or service and no corporate or product/service name or logo shall be included in any such advertising and publicity
absent PRODUCER's prior written approval in each instance. Notwithstanding the foregoing, the placement, form, content, appearance, and all other aspects of
PURCHASER's use of ARTIST's Likeness shall at all times be subject to the prior written approval of PRODUCER.
I. MERCHANDISING
JOHN MULANEY
CITY OF ASPEN
Docusign Envelope ID: 9DB4BE8B-337A-4970-9C4B-A3C5FD969D87
PRODUCER shall have the exclusive right to sell souvenir programs, ballet books, photographs, records and any and all types of merchandise including, but not limited to,
articles of clothing (i.e. T-shirts, hats, etc.), posters, stickers, etc., on the premises of the place(s) of performance without any participation in the proceeds by PURCHASER
subject, however, to concessionaire's requirements, if any, as specified in this Agreement.
J. NO RECORDING/BROADCAST
PURCHASER shall not itself, nor shall it permit or authorize others (including, without limitation, PURCHASER or venue employees, representatives or contractors) to
record, broadcast, televise, film, photograph, webcast, or otherwise reproduce the visual and/or audio performances hereunder (or any part thereof) and/or ARTIST and/or
PRODUCER'S personnel at any time during the Engagement. In the event PRODUCER does so grant any of the aforementioned rights, such rights shall be subject to a
separate written agreement and PURCHASER shall be responsible, at PURCHASER's sole cost and expense, for securing any and all necessary third party rights, licenses,
clearances, and permissions (including, but not limited to, all necessary publishing and record label clearances) required in connection with PURCHASER's capture and/or
exploitation of the same. Notwithstanding the foregoing, and farther to any additional obligations of PURCHASER to indemnify PRODUCER/ARTIST contained in this
Agreement, to the extent authorized by Colorado law, PURCHASER shall indemnify and hold harmless PRODUCER and ARTIST from any and all damage(s) it, or they,
may sustain as a result of PURCHASER's failure to comply herewith.
K. PURCHASER DEFAULT
(1) In the event PURCHASER refuses or neglects to provide any of the items herein stated or comply with any provisions hereunder, and/or fails to promptly make any of
the payments as provided herein and/or fails to proceed with the Engagement and/or fails to furnish PRODUCER or ARTIST with any documentation, tickets or notice or
proof thereof as required hereunder, at the times herein specified, then any such failure shall be deemed a substantial and material breach of this Agreement and after notice
and at least three (3) days opportunity to cure, PRODUCER shall have the right (in PRODUCER's sole discretion), without prejudice to any other rights and remedies to: (i)
immediately terminate this Agreement and cancel any or all remaining Engagement hereunder; (ii) retain all amounts already paid to PRODUCER by PURCHASER as
partial compensation for such breach; (iii) receive the full GUARANTEE (or the unpaid balance thereof) plus all other payments and other compensation due pursuant
to this Agreement and all out of pocket expenses incurred by PRODUCER and ARTIST in connection with the Engagement or the transactions contemplated by this
Agreement; and (iv) PRODUCER and ARTIST shall have no further liabilities and/or obligations in connection with the Engagement or the transactions contemplated
by this Agreement. For the avoidance of doubt, in all instances PURCHASER shall remain responsible for all transportation, accommodations, and expense
reimbursements for PRIM CER/ARTIST and entourage pursuant to the terms of this Agreement.
(2) If, on or before the date of any scheduled engagement, PURCHASER has failed, neglected, or refused to perform any contract with PRODUCER/ARTIST, and/or any
contract with any third party relating to this Engagement, and/or any other contract with any other performer for any other engagement (whether or not related), or if the
financial standing or credit of PURCHASER has been impaired or is in PRODUCER's opinion unsatisfactory, PRODUCER shall have the right to demand payment of the
full GUARANTEE and all other compensation due pursuant to this Agreement. If PURCHASER fails or refuses to make such payment forthwith, then any such failure shall
be deemed a substantial and material breach of this Agreement, and PRODUCER shall have the right (in PRODUCER's sole discretion), without prejudice to any other rights
and remedies, to: (i) immediately terminate this Agreement and cancel any or all remaining Engagement hereunder; (ii) retain all amounts already paid to PRODUCER by
PURCHASER as partial compensation for such anticipatory breach; (iii) receive the full GUARANTEE (or balance thereof) and all other compensation due pursuant to this
Agreement and all out of pocket expenses incurred by PRODUCER and ARTIST in connection with the Engagement or the transactions contemplated by this Agreement;
and (iv) PRODUCER and ARTIST shall have no further liabilities and/or obligations in connection with the Engagement or the transactions contemplated by this
Agreement. For the avoidance of doubt, in all instances PURCHASER shall remain responsible for all transportation, accommodations, and expense reimbursements for
PRODUCER/ARTIST and entourage pursuant to the terms of this Agreement.
L. INSURANCE/INDEMNIFICATION
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City's Insurance. The parties hereto understand that the City is a member of the Colorado Intergovernmental Risk Sharing Agency (CIRSA) and as such
participates in the CIRSA Property/Casualty Pool. Copies of the CIRSA policies and manual are kept at the City of Aspen Risk Management Department and are available to
Professional for inspection during normal business hours. City makes no representations whatsoever with respect to specific coverages offered by CIRSA. City shall provide
Professional reasonable notice of any changes in its membership or participation in CIRSA.
The Parties specifically understand and agree that nothing contained in the Agreement shall be construed as an express or implied waiver by the City of its governmental
immunity or of the governmental immunity of the State of Colorado, as an express or implied acceptance by the City of liabilities arising as a result of action which lie in tort
or could lie in tort in excess of the liabilities allowable under the Colorado Governmental Immunity Act, as a pledge of the full faith and credit of the State of Colorado, as an
assumption by the City of a debt, contract or liability of Contractor in violation of Article XI, Section 1 of the Constitution of Colorado, or as a wavier of the City's immunity
under the Eleventh Amendment of the United State Constitution,
M. ROLE OF AGENT
WILLIAM MORRIS ENDEAVOR ENTERTAINMENT, LLC acts only as agent for PRODUCER and assumes no liability hereunder and in furtherance thereof and for the
benefit of William Morris Endeavor Entertainment, LLC, it is agreed that neither PURCHASER nor PRODUCER/ARTIST will name or join William Morris Endeavor
Entertainment, LLC, or any of its parents, subsidiaries, officers, directors, principals, agents, employees and representatives (collectively, "WME") as a party in any civil
IF
action or suit anywhere in the world, arising out of, in connection with, or related to any acts of commission or omission pursuant to or in connection with this Agreement by
either PURCHASER or PRODUCER/ARTIST. To the extent applicable, without limiting the generality of the foregoing and for the avoidance of doubt, WME expressly
assumes no liability hereunder for any claims, losses, damages, complications, consequences, or other events that may occur as a result of the failure of either party hereto to
obtain any of the visas, work permits, and/or other documentation required for the performance of the parties' obligations hereunder (hereinafter, the "Travel Documents"). It
is agreed that neither PURCHASER nor PRODUCER/ARTIST will name or join WME as a party in any civil action or suit anywhere in the world, arising out of, in
connection with, or related to any failure of either party hereto to obtain, secure, or procure the Travel Documents,
N. NOTICES
All notices required hereunder shall be given in writing at the addresses stated in the preamble of this Agreement.
O. CONTROLLING PROVISIONS
In the event of any inconsistency or conflict between the provisions of this Agreement and the provisions of any riders, addenda, exhibits or any other attachments hereto, the
parties agree that the provisions most favorable to PRODUCER and ARTIST shall control.
P. LIMITATION OF LIABILITY
In no event shall PRODUCER and/or ARTIST (nor any of their respective agents, representatives, principals, employees, officers, directors and affiliates) be liable to
PURCHASER (or any third party) for any indirect, incidental, consequential, special, punitive (or exemplary), or any similar damages, including, without limitation, lost
profits, loss of revenue or income, cost of capital, or loss of business reputation or opportunity, as to any matter under, relating to, or arising out of the Engagement or the
transactions contemplated by this Agreement, whether in contract, tort or otherwise, even if PRODUCER and/or ARTIST has been advised of the possibility of such
damages. Under no circumstances shall the liability of PRODUCER and/or ARTIST (or any of their respective agents, representatives, principals, employees, officers,
directors or affiliates) exceed, in the aggregate, an amount equal to the lesser of (i) the amount of reasonably necessary out-of-pocket expenses directly incurred by
PURCHASER in connection with ARTIST's performance at the Engagement taking into account any amounts PURCHASER has recovered using its best efforts to mitigate
losses; or (ii) the amount of the GUARANTEE which ARTIST and/or PRODUCER have actually received in accordance with the terms of this Agreement. PURCHASER
agrees that it shall not (and shall cause its affiliates not to) seek indirect, incidental, consequential, special, punitive (or exemplary), or any other similar damages as to any
matter under, relating to, or arising out of the Engagement or the transactions contemplated by this Agreement.
Docusign Envelope ID: 9DB4BE8B-337A-4970-9C4B-A3C5FD969D87
Q. MISCELLEANOU0 PROVISIONS
(1) Nothing in this Agreement shall require the cons mission of any act contrary to applicable 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 PRODUCER to PURCHASER hereunder. In the event of any conflict between any provision of this
Agreement and any such law, rule or regulation, such law, rule or regulation shall prevail and this Agreement shall be curtailed, modified, or limited only to the extent
necessary to eliminate such conflict.
(2) Purchaser shall comply, and shall ensure that its affiliates, subsidiaries, directors, managers, officers, employees, agents, and representatives comply, at Purchaser's
expense, with all applicable laws, rules, and regulations in relation to its operations and performance of its obligations under this Agreement, including without limitation,
any law, regulation, statute, prohibition, or other measure maintained by any agency or department of any national government, regional body, multilateral institution or
other body which is responsible for the adoption, implementation or enforcement of sanction laws, including, but not limited to, the United Nations Security Council, the
Council of the European Union, the European Commission, the relevant competent authorities of individual European Union Member States, the United States Department
of Treasury's Office of Foreign Assets Control, the United States Department of Commerce, the relevant competent authorities of Australia, or any replacement or other
regulatory body responsible for sanctions laws in any country relating to the implementation, application and enforcement of economic sanctions, export controls, trade
embargos or any other restrictive measures, including but not limited to those measures which prohibit or otherwise restrict either party's ability to make a service available
either directly or indirectly to a sanctioned person and those measures which restrict or prohibit either party from engaging in specified dealings with a specified class of
person, whether defined by nationality, business sector or otherwise.
(3) Purchaser represents and warrants that neither it nor its affiliates, subsidiaries, directors, managers, officers, employees, agents, or representatives is (i) a person or entity
or, (ii) controlled by a person or entity, on the U.S. Treasury Department's list of Specially Designated Nationals and Foreign Sanctions Evaders List, the U.S. Commerce
Department's Denied Persons List or Entity List, the U.K. HM Treasury Consolidated List of Financial Sanctions Targets, the U.K. Export Control Organisation's Iran List,
the Australian Government Sanctions Consolidated List, or otherwise designated as subject to financial sanctions or prohibited from receiving Australian, U.S., or U.K.
services, or any other equivalent local provisions. Purchaser agrees to notify both Producer and WME immediately in writing of any change in ownership or control that
might violate this Section of the Agreement. Producer or WME may terminate this Agreement upon providing written notice of termination to Purchaser, if Producer or
WME's performance of its obligations or receipt of consideration hereunder would, as reasonably determined by WME or Producer, result in non-compliance with any laws,
rules and regulations applicable to Producer or WME.
(4) Purchaser agrees to comply with all applicable laws and regulations, including, but not limited to, the US Foreign Corrupt Practices Act, the UK Bribery Act and the laws
of the country in which any transactions are made or services are provided under this Agreement. Purchaser further agrees that Purchaser and any person or entity working
on Purchaser's behalf in connection with the services provided under this Agreement shall not make any payment or transfer anything of value, directly or indirectly, to: (i)
any governmental official or employee (including employees of government -owned and government -controlled corporations and public international organizations); (ii) any
political party, official of a political party, or candidate for public office; (iii) any intermediary, including, but not limited to, agents, close associates or family members of
government officials, for payment to any government official; (iv) any other person or entity in a corrupt or improper effort to obtain or retain business or any advantage, in
connection with Purchaser's affairs; or (v) any other person or entity; if such payment or transfer would violate the US Foreign Corrupt Practices Act, the UK Bribery Act,
and/or laws of the country in which the transaction is made and/or services are provided under this Agreement.
(5) This (and any of PRODUCER's and PURCHASER'S: riders, addenda, exhibits or attachments hereto) constitutes the sole, complete and binding agreement between
the parties hereto, and may not be amended, supplemented, altered or discharged except by an instrument in writing signed by the parties. If any part of this Agreement is
determined to be void, invalid or unenforceable, such invalid or void portion shall be deemed to be separate and severable from the other portions of this Agreement, and the
other portions shall be given full force and effect, as though the void and invalid portions or provisions were never a part of this Agreement.
(6) This Agreement shall be construed in accordance with the laws of the State of New York applicable to agreements entered into and wholly to be performed therein.
Unless stipulated to the contrary in writing, all disputes arising out of this Agreement, wherever derived, shall be resolved in New York County in the State of New York in
accordance with the laws of that State; in the event of any such dispute, either party may effect service of process on the other party by certified mail, return receipt
requested, and said service shall be equivalent to personal service and shall confer personal jurisdiction on the courts in Pitkin New *ori< County in the State of Colorado
* and shall be deemed effective upon the earlier of the recipient's mail receipt date or ten (10) days after the mailing of such process, provided that a duplicate of
such process shall have been mailed to the other party by ordinary mail at the same time as the certified mailing.
(7) PURCHASER shall not have the right to assign or transfer this Agreement, or any provision thereof.
(8) The waiver of any breach of any provision of this Agreement shall not be deemed a continuing waiver, and no delay in exercise of a right shall constitute a waiver.
(9) Nothing herein contained shall ever be construed as to constitute the parties hereto as a partnership, or joint venture, nor to make PRODUCER and/or ARTIST liable in
whole or in part for any obligation that may be incurred by PURCHASER, in PURCHASER's carrying out any of the provisions hereof, or otherwise.
(10) The terms "ARTIST" and "PURCHASER" as used herein shall include and apply to the singular and the plural and to all genders.
(11) This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which taken together shall constitute one (1)
and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by telecopier or electronic delivery (i.e. PDF format), including
electronically signed versions of the same, shall be as effective as delivery of a manually executed counterpart of this Agreement and shall be sufficient to bind the Parties to
the terms and conditions of this Agreement.
JOHN MULANEY
CITY OF ASPEN