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HomeMy WebLinkAboutC01-283 Richard Kesler - fair and rodeoCO I -- Z-- 5'Z -3 ,t C) AGREEMENT REGARDING PROVISION OF PROFESSIONAL SERVICES EAGLE COUNTY FAIR & RODEO and EVENT PRODUCER This Agreement Regarding Provision of Professional Services ( "Agreement ") dated as of Septemberl9, 2001, is between the County of Eagle, State of Colorado, a body corporate and politic, by and through its Board of County Commissioners ( "County "), and Richard A. Kesler ( "Contractor "). RECITALS A. County desires to contract for services to provide the annual Eagle County Fair & Rodeo Benefit, the Eagle County Fair & Rodeo, and marketing of the Fairgrounds facility to occur in 2002. B. Richard A. Kesler is a Contractor expertise is in event planning and promotion. Contractor and County intend by this Agreement to set forth the scope of the responsibilities of the Contractor in connection with the work and related terms and conditions to govern the relationship between Contractor and County in connection with the Work. AGREEMENT Therefore, for good and valuable consideration, including the promises set forth herein, the parties agree to the following: A. Scope of the Work: The Work shall be comprised of the following: Contractor shall provide all labor, materials and equipment necessary to perform and complete the work described in Exhibit "A" attached hereto and incorporated herein by this reference, and and as further described in the Time Line in Exhibit `B" attached hereto and incorporated herein by this reference. 2. The parties hereto recognize that the scope of the Work may change. When Contractor believes that the scope of the Work has been changed or that by reason of a decision of County it will be required to redo properly completed Work, Contractor shall immediately advise County of such belief and shall also provide a statement of the maximum additional charges for such work. Contractor shall not be entitled to be paid for any such additional work unless and until County agrees in writing that the scope of the Work has changed and accepts the statement of the maximum additional charges. 3. Contractor's Authority: Contractor is not authorized to enter into contracts or to make binding commitments on behalf of the County, and Contractor shall make no representation to any third party that he has such authority. The final selection of entertainment, events, vendors and concessionaires, and site assignments rests solely with the County. Contractor shall make recommendations to County on such matters and implement the approved plans. FADATATAIR- RODEO \Fair -Rodeo Contracts.wpffair coordinator - contract -2.wpd 4. Coun 's Responsibility for TimelResponse: The parties acknowledge that Contractor's ability to timely perform under this agreement depends in part on the County promptly responding to Contractor's requests for approval and direction. County agrees that for any such request identified by Contractor as time sensitive it will respond with approval or direction within 14 days of receipt of the request. (For these purposes, "approval" does not include contract execution; Contractor recognizes that County's normal contract processing requires about three weeks from the date of submitted request to the date of hearing.) B. Contractor's Level of Care: Contractor shall be responsible for the completeness and accuracy of the Work, including all supporting data and other documents prepared or compiled in performance of the Work, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved Contractor's Work shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Work in a skillful, non - negligent and competent manner and in accordance with the standards of care, skill and diligence applicable to event producers with respect to similar work. C. Time of Performance and Termination: 1. Contractor shall commence the Work within five (5) business days after the date of this Agreement. Contractor shall complete the individual tasks of the Work in conformity with the completion dates set forth in Exhibit "B." Unless the schedule is extended by the County, all work will be completed as per the schedule. Payment will be made pursuant to the Payment Schedule set forth on Exhibit C. Unless the schedule is extended by County, all Work will be completed as per the schedule. Payment for Work shall be assessed by completion of such work as described in Exhibit `B ". 2. The County or Contractor may terminate this Agreement, in whole or in part, at it's soul discretion by providing thirty days written notice to the other party. Upon such a termination, County shall be liable only for Work completed pursuant to the schedule set forth on Exhibit C and for unavoidable expenses directly incurred for performance of those parts of the Work which have not been satisfactorily completed, provided that, at its sole option, County may require that Contractor complete particular portions of the Work on a time and reimbursable expenses basis. Upon termination Contractor shall deliver to County all drawings, illustrations, text, data and other documents entirely or partially completed, together with all material supplied to Contractor by County. Payment will be due within thirty (30) days after Contractor has delivered the last of the partially completed documents, together with any records that may be required to determine the amount due. 3. This agreement is for a term beginning five days subsequent to the fully signed and executed contract and ending December 31, 2002. D. Compensation and Payment: In consideration of its performance of the Work, Contractor shall be paid a fixed lump -sum monthly, per the Payment Schedule in Exhibit "C" which is attached hereto and incorporated herein by this reference. Payment shall be made in accordance with the following: FADATATAIR- RODEOTair -Rodeo Contracts.wpMair coordinator - contract -2.wpd 01 Contractor shall submit to County monthly invoices stating the estimate of the progress on the tasks identified in Exhibit `B" made during the previous calendar month and setting forth the hours worked on each such task. Payments shall be made in accordance with Exhibit "C" Payment Schedule. Upon request, Contractor shall provide County with such other supporting information as County may reasonably request. E. The Fair Manager as appointed by the Eagle County Manager, shall be the individual responsible for this Agreement on behalf of the County. All correspondence and communications regarding the performance of this Agreement will be between Contractor and the Fair Manager. County may designate a different project manager by notice in writing. F. Independent Contractor: It is expressly acknowledged and understood by the parties hereto that nothing contained in this Agreement shall result in, or be construed as establishing, an employment relationship. Contractor shall be, and shall perform as, an independent contractor. No agent, subcontractor, employee, or servant of Contractor shall be, or shall be deemed to be, the employee, agent or servant of County. Contractor shall be solely and entirely responsible for its acts and for the acts of Contractor's agents, employees, servants and subcontractors during the performance of this Agreement. Nothing in this Agreement shall be construed to hold Contractor responsible or liable for the performance of subcontractors or third parties who contract with the County in connection with the Eagle County Fair & Rodeo and the Eagle County Fair & Rodeo Benefit. G. Personnel, No Assignment, No Subcontracting: Contractor understands and hereby acknowledges that County is relying primarily upon the expertise and personal abilities of the "Contractor" This Agreement is conditioned upon the Contractor's continuing direct personal involvement in the Work. Contractor may not subcontract or delegate any part of the Work without County's written consent, which consent County may exercise in its sole discretion. Therefore, Contractor may not assign its interest in the Agreement, including the assignment of any rights or delegation of any obligations provided therein, without the prior written consent of County, which consent County may withhold in its sole discretion. Except as so provided, this Agreement shall be binding on and inure to the benefit of the parties hereto, and their respective successors and assigns, and shall not be deemed to be for the benefit of or enforceable by any third parry. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under the Agreement. H. Ownership of Documents: All documents which are prepared in the performance of the Work are copyrighted and shall remain the property of the County and are to be delivered to County's project manager before final payment is made to Contractor or upon earlier termination of this Agreement. Contractor may retain copies of such documents, but may not use promotional materials for anyone other than the County without the County's written consent. I. Insurance: At all times during the term of this Agreement, Contractor shall maintain the following insurance: l .Type of Insurance Coverage Limits Workers' Compensation according to Colorado law FADATATAIR- RODEOTair -Rodeo Contracts.wpffair coordinator - contract -2.wpd t C11 Comprehensive Liability $250,000 per person occurrence $500,000 aggregate 2. All insurance required hereby shall be issued by an insurance company or companies authorized to do business in the State of Colorado. Contractor shall deliver certificates of required insurance to the County within fifteen (15) calendar days of execution of this Agreement by the Board. K. Indemnification: 1. Each parry hereto shall indemnify, to the extent allowed by law the other party for, and hold and defend the other party and its officials, boards, officers, principals and employees, harmless from, all costs, claims and expenses, including reasonable attorney's fees, arising from claims of any nature whatsoever made by any person in connection with the acts or omissions of, or representations by, the indemnifying party. This indemnification shall not apply to claims by third parties against the indemnified parry to the extent that the indemnified party is liable to such third party for such claim without regard to the involvement of the indemnifying party. 2. Contractor acknowledges that County is relying on, and does not waive or by any provision of this Agreement intend to waive, the monetary limitations, or all other rights, immunities and protections, provided by the Colorado Governmental Immunity Act, CRS §24 -10 -101, et seq.,as from time -to -time amended or as otherwise available to County, its commissioners, officers and employees. A. Notices: Any notice and all written communications required under this Agreement shall be personally delivered or mailed in the United States mails, first class postage prepaid, or delivered by FAX if a paper copy also is mailed the same day to the party to the appropriate party at the following addresses: 1. Contractor: Richard A. Kesler P.O. Box 245 Eagle, CO 81631 970 - 328 -1111 (telephone) 970 - 328 -0627 (fax) 2. County: L. E. "Rusty" Williams, Jr Fair Manager Eagle County P.O. Box 850 Eagle, CO 81631 (970) 328 -3647 (telephone) (970) 328 -2442 (fax) Notice will be deemed given on the third business day after deposit in the US mails, on the first business day after delivery by FAX and deposit in the US mails, or upon personal delivery. FADATA\FAIR- RODEO\Fair -Rodeo Contracts.wpd\Fair coordinator - contract -2.wpd M. Miscellaneous: 1. Contractor shall not discriminate against any employee or applicant for employment to be employed in the performance of this Agreement on the basis of race, color, religion, national origin, sex, ancestry, disability, age, political affiliation or family responsibility. Contractor shall require all subcontractors to agree to the provisions of this subparagraph. 2. The making, execution and delivery of this Agreement by the parties hereto has not been induced by any prior or contemporaneous representation, statement, warranty or agreement as to any matter other than those herein expressed. This Agreement embodies the entire understanding and agreement of the parties, and there are no further or other agreements or understandings, written or oral, in effect between them relating to the subject matter hereof. This Agreement may not be amended, including by any modification of, deletion from or addition to the scope of the Work, except by a written document of equal formality executed by both parties hereto. 3. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado, without reference to choice of law rules. The parties agree that venue in any action to enforce or interpret this Agreement shall be in the District Court in the 5th District for the State of Colorado. 4. This Agreement does not and shall not be deemed to confer upon or grant to any third parry any right enforceable at law or equity arising out of any term, covenant, or condition herein or the breach thereof. 5. Notwithstanding anything to the contrary contained in this Contract, the County shall have no obligations under this Contract, nor shall any payment be made to the Contractor in respect of any period after any December 31 of each calendar year during the term of this Contract, without an appropriation therefor by the County in accordance with a budget adopted by the Board of County Commissioners in compliance with the provisions of Article 25 of Title 30 of the Colorado Revised Statutes, the Local Government Budget law (C.R.S. 29 -1 -101 etseq.), and the TABOR Amendment (Constitution, Article X, Sec. 20). FADATATAIR- RODEOTair -Rodeo Contracts.wpffair coordinator - contract -2.wpd l IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. ATTEST: - XC. moo COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS to the Board • % • • - County Commissioners Chairman Richard A. Kesler FADATATAIR- RODEOTair -Rodeo Contractsmpd \Fair coordinator - contract -2.wpd EXHIBIT A C) The Contractor shall provide the following services, for the term of the contract, for the Eagle County Fair Benefit, the Eagle County Fair & Rodeo, and Fairgrounds marketing: A. Budget Management 1. Assist in preparing and tracking revenue projections, receiping of revenue, and cash management. 2. Prepare Fair accounting. 3. Report on all aspects of the revenue and expenditure budgets to all concerned parties. Obtain signatures on the fair budget expenditures from the Fair Manager. All requests for payout of County funds to the Contractor, for third party disbursements, shall be made by Richard A. Kesler in the form of bills or receipts and must be received in the Fair Management office three weeks prior to date needed. Any pay outs needed under more stringent time frames must be limited to amounts under $500. B. Procure all entertainment, vendors, concessionaires, performers, carnival acts, PRCA rodeo participants, specialty acts, exhibitors, craft vendors, food and refreshments vendors, beer, ice, hay and feed, safety equipment, supplemental lighting, barricades, parking attendants, security staff, ticketing and concession janitorial services and photographer including the following: 1. Contract initiation, coordination and submission for County approval. 2. Coordination of contracted services. Assist in the procurement of liquor licensing as required for Benefit and Fair and Rodeo. 3. All Purchasing tasks including requisitioning, receiving, billing and accounting functions for processing by Fair Management. 4. Recruiting all required staffing associated with services either through third -party contract, County hiring process or volunteers. Fair Management will handle paperwork and processing for personnel procured through the County Human Resources Department based upon a detailed staff request prepared by the Contractor. Detailed staffing requests must be submitted at least two months prior to the start date of the Fair & Rodeo. All entertainment, vendors, concessionaires, etc., and all contract terms, and contracts, are subject to approval by County. C. Provide all services required for the annual Fair and Rodeo Benefit event. D. Procure volunteer and/or paid staffing, as required, for the Benefit and the Fair and Rodeo. E. Assist in the annual marketing and coordination of bookings for the Fairgrounds arena and related facilities. FADATATAIR- RODEO \Fair -Rodeo Contracts.wpdTair coordinator - contract -2.wpd C", F. Coordinate with the Fair Board. 1. Attend all Fair Board meetings and functions. 2. Provide staff assistance to the Fair Board. G. Assist with and distribute all Benefit and Fair and Rodeo sponsorships including the design, development, and marketing of the sponsorship packets. H. Design, permit and procure all signage requirements for the Benefit and Fair and Rodeo. I. Provide coordination between the Board of County Commissioners, County Administrator, Fair Board and Director of Facilities Management 1. Attend meetings, hearings and work - sessions, as required. 2. Prepare minutes and other related documentation from meetings. Prepare reports for and attend work - sessions and de- briefings with the Board of County Commissioners. Receive inquires concerning the Benefit and Fair and Rodeo through calls forwarded from County Fair and Rodeo line. Prepare Fair and Rodeo information package for use by Fair Management staff. Provide a time and task schedule for services needed from Fair Management including: facilities setup, on -call staffing, arena work etc., a preliminary outline at least two months prior to the Fair and Rodeo and finalized requirements at least one month prior to the Fair and Rodeo. K. Provide advertising campaign for the Benefit and Fair and Rodeo. L. Produce designs for all media including: newspaper, radio, TV and poster advertising. 1. Produce the annual Fair Contestant Handbook. 2. Produce the annual Fair Newspaper Insert. 3. Produce any special advertising accepted by the County. 4. Place all advertising and coordinate sponsorships from advertisers including the accounting of sponsored amounts versus billable charges for advertising. M. Coordinate with the Extension Office, 4 -H groups and the Junior Livestock Commission for all needed services for the Benefit and for the Fair and Rodeo. N. Coordinate with County for the PRCA rodeo preparations. O. Book, coordinate and monitor all lodging reservations and restaurant agreements for the Fair & Rodeo Benefit and the Fair & Rodeo. The Scope of Work above contains the significant and substantive requirements of the Work, however, the Scope of Work is not intended to limit the full nature and requirements of the Work, i.e., to provide complete planning, preparation, production and marketing of the Benefit and Fair and Rodeo. FADATATAIR- RODEOTair -Rodeo Contracts.wpffair coordinator- contract -2.wpd Fairgrounds Marketing Scope of Work Work to include assistance with marketing of the Fairgrounds Facility by providing a marketing plan to include: pricing of facility and services offered; creation of a comprehensive sales brochure by January 30, 2002; identifying a target market once the County has approved the marketing plan. Upon County approval, Contractor will assist County in implementing the marketing plan accordingly and by distributing information to potential user groups and follow up by corresponding with the potential user groups. FADATATAIR- RODEO \Fair -Rodeo Contractsmpd\Fair coordinator - contract -2.wpd f EXHIBIT B 2002 Eagle County Fair Time line January 9th Discuss with Fair Manager Kickoff entertainment/narrow to 3 targets • Review Fair/Rodeo Budgets • Set benefit date /determine benefit "cause" • Devise a contract checklist / review with the Fair Manager weekly Negotiate terms of rodeo contract personnel Confirm sponsorships • Confirm Rodeo dates • Secure ideas for kickoff entertainer 15th Mail out confirmation letters to rodeo contract personnel 15th Mail out sponsorship proposals to past sponsors 16" Submit for mailing, Vendor Applications 22nd Submit for mailing and approval, Contracts to: rodeo personnel, stock contractor, carnival and sponsorship agreements to national rodeo sponsors • Create a money management system for Fair & Rodeo with Fair Manager • Mail sponsorship agreements to national rodeo sponsors 27'h Draft overall Fair schedule 30th Follow up phone calls to local sponsors 30th Final edit on commercial and food vendor applications • Develop a call list of 15 potential regional sponsors- contact and present sponsorship proposal February lSt Revise Commercial Vendor Application and distribute to Statewide publications 12th Review budgets for benefit and Fair /Rodeo with Fair Manager 13th Set benefit schedule of events • Book entertainment for Benefit/initiate submit contract for signature by Fair Manager Office • Secure Kickoff Concert talent and submit contract to Fair Manager for signature • Submit sound contract for sound company / stage company for signature • Discuss and set prices for rodeo and gate admission with Fair Manager • Determine silent auction solicitation plan for benefit 15th Negotiate terms of carnival agreement 20th Submit contract for benefit entertainer for signature • Secure rodeo announcer / initiate contract and submit for approval and signature 28th Assist with submitting benefit liquor license application to County Clerk io FADATATAIR- RODEOTair -Rodeo Contracts.wpdTair coordinator - contract -2.wpd C C • Submit Marketing Plan to Fair Manager with milestones for approval • Submit advertising plan • Secure lodging sponsor for Fair • Secure radio sponsor for benefit and Fair • Finalize Official Rodeo Program sponsor • Contact art classes for involvement in fair • Fair Book printing and production • Ad campaign- Vail Daily fair book insert and publication, contestant handbook, check on layout content for commissioners invitation and pictures, radio interview and TV interview schedule March 1 St Solicit and coordinate Auction Items for Benefit 12'h Review budget with Fair Manager 13t`' Confirm benefit schedule of events /review entertainer contract and secure auctioneer • Confirm ice truck for benefit & fair • Review new ideas / exhibits for fair • Discuss and determine fair theme with Fair Manager • Submit draft for overall Fair schedule • Distribute benefit ranch rodeo information to participants if requested by Fair Board • Meet with Vail Daily/Eagle Enterprise re: benefit advertising /creation, Fair advertising campaign creation/editing • Discuss Junior Livestock Commission needs for Fair with Fair Board • Secure auctioneer for Benefit • Coordinate Fair Book dedication / Fair Board • Ad campaign- Vail Daily fair book insert and publication, contestant handbook, check on layout content for commissioners invitation and pictures, radio interview and TV interview schedule • Meet with Eagle Fire Department for emergency service needs 30'h Submit benefit contracts that are due to County • Review signage for benefit/ /purchase if needed • Order Fair, General admission, Rodeo, Bull Riding and benefit tickets • Order wristbands, credential supplies • Submit contract to Fair Manager for signing: Petting Zoo / Pony Rides / Face Painter, etc. • Secure belt buckle sponsor / confirm numbers ordering • Review food and beverage needs for Benefit and place orders • Negotiate contracts for: Food concessions • Deadline for all Fair vendor applications /1st round 11 FADATATAIR- RODEOTair -Rodeo Contracts.wpd\Fair coordinator - contract -2.wpd C" April 9th Review budget with Fair Manager • Coordinate /schedule all benefit advertising / present to Fair Board 10th Review Fair Vendor applications / determine additional target vendors • Confirm dates /times of royalty contest and review contest schedule of events • Finalize production schedule for benefit & confirm order of events • Review auction items for benefit 20'h Submit Fair liquor license to County 30th Inventory Fair signs /determine additional needs • Determine any last minute Benefit item needs • Secure Fair photographer & contact Fair Manager for contract • Review contract checklist/assure all contracts are out • Sound • Staging • Entertainment • Concessions • Specialty Acts • Rodeo personnel • Grounds entertainment • Judges • Equipment rentals May 1St Submit draft for overall Fair layout 2nd Determine number and reserve radios for use at Fair 7th Fair benefit 15th Evaluation of benefit/wrap -up /clean-up /storage of items • Review budget with Fair Manager • Coordinate /approve Fair/Rodeo volunteer shirts and order • Coordinate temporary staff hiring with County Human Resources office • Finalize volunteer packets, work with Human Resources to hire, volunteers paid solicited by hour, non -paid, schedule tasks • Coordinate ticket sales inventory plan for Fair • Coordinate Royalty Clinics • Review sponsorship /media Fair event • Order prizes for open horse show • Coordinate tent and fencing needs / order additional tents 25th Benefit thank -you letters mailed • Ad in Pro Rodeo Sports News 31St Meet with Brad Higgins and Fair Manager re: rodeo volunteers • Deadline for all fair contracts to be returned • Deadline for all sponsorship agreements back to County • Establish carnival ride layout 12 FADATAIFAIR- RODEOTair -Rodeo Contracts.wpdTair coordinator - contract -2.wpd C June 5th Work out opening night proceedings grand entry plan 1 lth Review budget with Fair Manager 12th Review plans /layout/vendors to date /sponsorship agreements with Fair Manager • Coordinate rodeo grand entry dignitaries • Secure singers for National Anthem • Deadline for ordering all supplies: office, horse shows, rodeo, contests • Finalize royalty contest plans • Review vendor applications /recruit any additional vendors • Create volunteer recruitment adds • Order Grand Entry food for hospitality tent and food for volunteers and cowboys 29th Deadline for all Fair vouchers to be presented to the County • Set date and invitations for press luncheon (coordinate with County Administrators Ingstad & Heider • Invite special Grand Entry guests for participation in Rodeo • Secure vendors- contacting, scheduling, layout locate vendors • Arrange for additional tables /chairs • Order portable toilets / BFI boxes for Fairgrounds • Order portable parking area lights / arrange for delivery • Arrange Security with Sheriffs Office and/or private vendor • Order hay and grain • Consolidate all food needs / order food and beverages • Secure Emergency Services • Vendor list to environmental health are we OK • Coordinate needs for Fair with Fair Manager with layout plan for Fair- parking, temporary water, power, trash, fencing, pens and chutes, barn, area around livestock barn, warm up arena • Arrange passes, one access pass status order placed, VIP parking pass for the three commissioners July 2nd Volunteer recruitment ads in place • Volunteer emergency training • Grand Entry food for hospitality tent and food for volunteers / cowboys in place • Coordinate with the livestock commission concerning dinner • beer vouchers • Invitations / BOCC / Fair Board 9th Review budget with Fair Manager 12th Fair sponsor /media event 14th Fair royalty contest 25th Fair /411 work night 27th Kickoff event 13 FADATATAIR- RODEOTair -Rodeo Contracts.wpdTair coordinator - contract -2.wpd C 28/29th AQHA Horse Show 30th 4H Horse event 3 l st 4H Horse event • Carnival load -in / set up • Vendor set -up August 1st Fair & Rodeo opening day • Late vendor set -up - must be complete by 12:00 pm 2 °a Fair and Rodeo Day 3`a Fair and Rodeo Day 4th Fair and Rodeo Day • Jr. Livestock Sale 5th Special event day /load -out of livestock & exhibits 6th Fairgrounds clean-up / banner clean-up / return entire week 10th Wrap -up evaluation Report on Budget The extension office will: 78. Handle everything in the exhibit hall including booth exhibitors and judges. 79. Handle all 4H livestock matters including judges, ordering ribbons, jackets, belt buckles and sawdust. 14 FADATATAIR- RODEOTair -Rodeo Contracts.wpdTair coordinator - contract -2.wpd EXHIBIT C Payment Schedule I. Eagle County Rodeo Benefit / Fair and Rodeo January 31, 2002 ..................... ............................... $3,394.42 February 31, 2002 .................... ............................... $3,394.42 March 31, 2002 ..................... ............................... $3,394.42 April 31, 2002 . ............................... ......................$3,394.42 May 31, 2002 .. ............................... ......................$3,394.42 June 31, 2002 .. ............................... ......................$3,394.42 July 31, 2002 .. ............................... ......................$3,394.42 August 31, 20023 .............................. ......................$3,394.42 September 31, 2002 . ........................ ......................$3,394.42 October 31, 2002 ............................. ......................$3,394.42 November 31, 2002 ........................... ......................$3,394.42 December 31, 2002 .................. ............................... $3,394.42 TotalFee ..... ............................... .....................$40,733.04 II. Required attendance at trade conventions and per diem not to exceed ................ $ 1,000.00 in excess of contract fee. 15 FADATATAIR- RODEO \Fair -Rodeo Contracts.wpffair coordinator - contract -2.wpd