HomeMy WebLinkAboutC03-048 Richard KesslerAGREEMENT REGARDING PROVISION OF PROFES~ONAL SERVICES
EAGLE COUNTY FAIR & RODEO - 2003
This Agreement Regarding Provision of Professional Services ("Agreement") dated as of _February_,
2003, 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 for the obtaining of sponsorships and vendors for
the 2003 Eagle County Fair & Rodeo.
B. Richard A. Kesler is a Contractor with expertise in event 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:
1. 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
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.
4. Coup , 's Responsibility for Timely Response: 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
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da s of recei t'of the r• est. or these oses "a rovaldoes not include contract
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execution; Contractor recognizes that County's normal contract processing requires about four
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
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 September 30, 2003.
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:
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.
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•
E. The Fair Manager a.s 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 party. 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:
1.Ty~e of Insurance
Workers' Compensation
Comprehensive Liability
Coverage Limits
according to Colorado law
$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:
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Each hereto shall indemni , to the extent allowed b law the~ther for, and hold and
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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 party 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 bythe 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: Brad Higgins
Fair Manager
Eagle County
P.O. Box 850
Eagle, CO 81631
(970) 328-3646 / 328-3541 (telephone)
(970) 328-3546 (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.
M. Miscellaneous:
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
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and a Bement of the arties and there are no further or other a eements or understandin s,
gr' P ~' g
written or oral, in effect between them relating to the subj ect 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 party 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 et seq. ), and the
TABOR Amendment (Constitution, Article X, Sec. 20).
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first
above written.
OUNTY OF EAGLE, STATE OF
~ o * COLORADO, By and Through Its
~~ : ~ et~v BOARD OF CO Y COMNIISS:
o~~
B•
C erk to the Board of el G
County Commissioners an
By: ~
Richard A. Kesler
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EX)EIIBIT A
SCOPE OF WORK
The Contractor shall provide the following services, for the term of the contract, for the Eagle County
Fair Benefit, the Eagle County Fair & Rodeo:
A. Budget Management
1. Assist in preparing and tracking revenue projections as they apply to the scope of work of this
agreement, receipting of revenue, and cash management.
2. Assist in Fair accounting.
3. Report on all aspects of those revenues and expenditures 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 four
weeks prior to date needed. Any pay outs needed under more stringent time frames must be
limited to amounts under $500.
B. Procure all vendors, concessionaires exhibitors, craft vendors, food and refreshments vendors,
beer and ice for sponsor events.
1. Contract initiation, coordination and submission for County approval.
2. Coordination of all above described contracted services. Assist in the procurement of liquor
licensing as required for Benefit and Fair and Rodeo.
3. All Purchasing tasks associated with this section including requisitioning, receiving, billing and
accounting functions for processing by Fair Management.
4. All money receipts shall be turned over to the Fair Manager for deposit with the County.
All entertainment, vendors, concessionaires, etc., and all contract terms, and contracts, are subject to
ap rop val by County.
C. Provide all services required for the annual Fair & Rodeo Benefit event.
D. Procure volunteer and/or paid staffing, as required, for the Benefit and the Fair & Rodeo.
E. Assist in the annual marketing and coordination of bookings for the Fairgrounds arena and related
facilities.
F. Coordinate with the Fair Board.
1. Attend all Fair Board meetings and functions.
2. Provide staff assisstance 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 & Fair & Rodeo
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I. Provide coordination between the Board of Coun Commissioners, i:oun Administrator, Fair
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Boazd and Fair Manager. Attend meetings, hearings and work-sessions, as required.
J. Receive inquires concerning Sponsorship and Vendor Packages for the Fair and Rodeo through calls
forwazded from County Fair and Rodeo line. Prepaze Fair & Rodeo information package for use by
Fair Management staff. Provide a time & task schedule for services needed from Fair Management
including: facilities setup, on-call staffing, azena work, etc., a preliminary outline at least two months
prior to the Fair & Rodeo and finalized requirements at least one month prior to the Fair & Rodeo.
K. Work with Eagle County Public Relations Office in providing an adgvertising campaign for the
Benefit & Fair & Rodeo.
L. Assist in the production of designs for all media including newspaper, radio, TV and poster
advertising, the annual Fair Contestant Handbook, the Annual Fair newspaper insert, special
advertising accepted by the County and placement of all advertising & coordination of sponsorships
from advertisers including the accounting of sponsored amounts versus billable chazges for
advertising.
M. Coordinate sponsorships of advertisers including the accounting of sponsored amounts. Money
receipts aze to be turned over to Fair Manager at time of receipt for County deposit.
N. Coordinate with the Extension Office, 4-H groups and the Junior Livestock Commission for all
needed services for the Benefit & the Fair & Rodeo.
O. Book, coordinate and monitor all lodging reservations and restaurant agreements for the Fair &
Rodeo Benefit and the Fair & Rodeo.
P. Advise Fair Manager of the number of all lodging reservations attained through sponsorships 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 ofthe Work, i.e., to provide complete planning, preparation, production and
marketing of the Benefit and Fair and Rodeo.
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EXHIBIT B
2003 Eagle County Fair Time line
February
• 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
• Confirm sponsorships
• Confirm Rodeo Dates
• Secure ideas for "Kick-off' entertainer
• Mail out sponsorship proposals to past sponsors
• Submit for mailing, Vendor Applications
• Mail sponsorship agreements to national rodeo sponsors
• Final edit on commercial and food vendor applications
• Mail sponsorship agreements to national rodeo sponsors
• Draft overall Fair schedule
• Follow up phone calls to local sponsors
• Final edit on commercial and food vendor applications
• Develop a call list of 15 potential regional sponsors-contact and present sponsorship proposal
• Revise Commercial Vendor Application and distribute to Statewide publications
• Review Fair Vendor applications /determine additional target vendors
• Submit Fair liquor license to County
• Set benefit schedule of events
• Book entertainment for benefit/submit contract for signature by Fair Manager Office
• Secure "Kick Off' Concert talent and sound talent and submit contracts to Fair Manager for
signature
• Discuss and set prices for rodeo and gate admission with Fair Manager
• Determine silent auction solicitation plan for benefit
• Negotiate terms of carnival agreement
• Submit contract for benefit entertainer for signature
• Secure announcer /irritate contract & submit for approval & signature
• Secure lodging sponsor for Fair
• Secure radio sponsor for Benefit & Fair & Rodeo
• Finalize Official Rodeo Program sponsor
• Fair book printing and production
March
• Solicit and coordinate Auction Items for Benefit
• Review budget with Fair Manager
• Confirm benefit schedule of events /review entertainer contract and secure auctioneers
• Confirm ice truck for Benefit & Fair & Rodeo
• Review new ideas /exhibits for Fair
• Discuss and determine Rodeo Theme with Fair Manager
• Submit draft for overall Rodeo schedule
• Meet with Vail Daily /Eagle Enterprise re: benefit advertising /creation, Fair & Rodeo
advertising campaign creation /editing.
• Discuss Junior Livestock Commission needs for Fair with Fair Board
s
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_.
• 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
• 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 /first round
Aril
• Review budget with Fair Manager
• Present Benefit advertising to Fair Board
• Review fair vendor applications
• 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
• Submit Fair & Rodeo Liquor license to County
• Inventory Fair k/ Rodeo signs to 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
Mav
• Submit draft for overall Fair layout
• Determine number and reserve radios for use at Fair & Rodeo
• Fair Benefit
• Evaluation of benefit /wrap-up /clean-up /storage of items
• Review budget with Fair /Rodeo Manager
• Coordinate and approve Fair /Rodeo volunteer shirts & order
• Coordinate ticket sales inventory plan for Fair
• Coordinate Royalty Clinics
• Review sponsorship /media Fair & Rodeo event
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h
• Order prizes for open horse show
. Coordinate tent and fencing needs /order additional tents
' Benefit thank you letters mailed
• Ad in Pro rodeo Sports News
• Meet with 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
June
• Work out opening night proceedings grand entry plan
• Review budget with Fair Manager
• 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, etc.
• Review vendor applications/recruit any additional vendors
• Order Grand Entry food for hospitality tent and food for volunteers and cowboys
• Deadline for all Fair vouchers to be presented to the County
• Set date and invitations for press luncheon (coordinate with County Administrator)
• Invite special Grand Entry guests for participation in Rodeo
• Secure vendors- contacting, scheduling, layout locate vendors
• Arrange for additional tables /chairs if needed
• Order portable toilets /BFI boxes for Fairgrounds
• Order portable parking area lights /arrange for delivery
• Arrange Security with Sheriffs Office
• Order Hay & 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 kpasses, one access pass status order placed, VIP parking pass for the three
commissioners
July
• 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
• Review budget with Fair Manager
• Fair sponsor media event
• Fair Royalty Contest
• Fair / 4-H work night
• Kick off event
• AQHA Horse Show
• 4-H Horse event
• Carnival load-in /set up
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• Vendor set-up
- Fair & Rodeo opening day
• Late vendor set-up - must be complete by 12:00 PM
• Fair and Rodeo Day
• Fair and Rodeo Day
• Fair and Rodeo Day
• Jr. Livestock Sale
• Special event day /load-out of livestock & exhibits
• Fairgrounds clean-up /banner clean-up /return entire week
• Wrap-up evaluation Report on Budget
The extension office will:
/ Handle everything in the exhibit hall including booth exhibitors and judges.
/ Handle all 4H livestock matters including judges, ordering ribbons, jackets, belt buckles and
sawdust.
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• ~
E~BIT C
Payment Schedule
I. Eagle County 2003 Fair & Rodeo:
2/28/2003 ........................................................$8,146.61
4/30/2003 .........................................................$8,146.61
6/30/2003 ....... ..................................................$8,146.61
8/31/2003 .........................................................$8,146.61
9/30/2003 .........................................................$8,146.61
Total Fee .........................................................$40,733.05
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