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Home My WebLink AboutC06-029 AGREEMENT REGARDING PROVISION OF PROFESSIONAL SERVICES EAGLE COUNTY FAIR & RODEO-2006 This Agreement Regarding Provision of Professional Services ("Agreement") dated as of ::!'4n",Q.~ ~ ~ Ca, ~s between the County of Eagle, State of Colorado, a body corporate and politic, by a~d 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 ofthe Fairgrounds facility to occur in 2006. 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 ofthe 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 ofthe Work: The Work shall be comprised ofthe 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. 1 C: \ WINDOWS\ TEMP\Fair coordinator -contract- 2. wpd 4. County 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 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 he ann g.) 5. 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. B. Time of Performance and Termination: 1. Contractor shall commence the Work within five (5) business days after the date ofthis 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 its 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 ofthe 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_, 2006. 4. Compensation and Payment: In consideration of its performance of the Work, Contractor sha]l be paid a fixed lump-sum, 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 2 C: \ WINDOWS\ TEMP\Fair coordinator-contract-2. wpd shall provide County with such other supporting information as County may reasonably request. C. 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 ofthis Agreement will be between Contractor and the Fair Manager. County may designate a different project manager by notice in writing. D. 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 ofthis 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. E. 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. F. 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. G. Insurance: At all times during the term of this Agreement, Contractor shall maintain the following insurance: 1 . Tvpe of Insurance Coverage Limits Workers' Compensation according to Colorado law Comprehensive Liability $250,000 per person occurrence $500,000 aggregate 3 C: \ WINDOWS\ TEMP\F air coordinator -contract-2. wpd 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. H. Indemnification: 1. Each party 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 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 by the Colorado Governmental Immunity Act, CRS 924-10-101, et seq.,as from time-to-time amended or as otherwise available to County, I its commissioners, officers and employees. 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: Contractor: Richard A. Kesler P.O. Box 245 Eagle, CO 81631 970-328-0621 (telephone) 970-328-0627 (fax) County: Brad Higgins Fair Manager Eagle County P.O. Box 250 Eagle, CO 81631 (970) 328-3646 (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. 4 C: \ WINDOWS\ TEMP\Fair coordinator -contract-2. wpd I. 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 have not been I 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 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 therefore 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). 5 C: \ WINDOWS\ TEMP\Fair coordinator-contract-2. wpd IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above written. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS DJL.f uT" erk to the Board of County Commissioners Chairman Richard A. Kesler 6 c: \ WINDOWS\ TEMP\Fair coordinator-contract-2. wpd EXHIBIT 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, and Fairgrounds marketing: A. Budget Management 1. Assist in preparing and tracking revenue projections, receipting of revenue, and cash management. 2. Assist in 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 payouts 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 ofliquor licensing as required for Benefit and fair and Rodeo. 3. All purchasing tasks associated with this section including requisitioning, receiving, billing and accounting functions by Fair Management. 4. All money receipts shall be turned over to the Fair Manager for deposit with County. All entertainment, vendors, concessionaires, etc., and all contract terms, and contracts, are subiect to approval bv the 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. F. Coordinate with the Fair Board. I. 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. 7 C: \ WINDOWS\ TEMP\F air coordinator-contract-2. wpd I. Provide coordination between the Board of County Commissioners, County Administrator, Pair Board and Director of Facilities Management J. Receive inquires concerning the Benefit and Pair 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 Pair 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 Pair and Rodeo. K. Work with Eagle County Public Relations Office in providing an advertising 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 charges for advertising. M. Coordinate sponsorship of advertisers including the accounting of sponsored amounts. Money receipts are 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 and for the Pair and Rodeo. O. Book, coordinate and monitor all lodging reservations and restaurant agreements for the Fair & Rodeo Benefit and the Fair & Rodeo. P. Advise Pair manager ofthe number of all lodging reservation 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 of the Work, I.e., to provide complete planning, preparation, production and marketing of the Benefit and Fair and Rodeo. 8 c: \ WINDOWS\ TEMP\Fair coordinator-contract -2. wpd EXHIBIT B 2006 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 sponsor-contact and present sponsorship proposal . Revise Commercial Vendor Application and distribute at 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 benefit . Negotiate terms of carnival agreement . Submit contract for benefit entertainer for signature . Secure announcer/ initiate 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 9 c: \ WINDOWS\ TEMP\Fair coordinator -contract-2. wpd . 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 . 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 April . 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 auctions items for benefit . Submit Fair & Rodeo Liquor license to County . Inventory Fair / 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 10 C: \ WINnOWS\ TEMP\Fair coordinator-contract-2. wpd . Judges . Equipment Mav . Submit draft for overall Pair layout . Determine number and reserve radios for use at Pair & Rodeo . Pair Benefit . Evaluation of benefit /wrap-up/clean-up/ storage of items . Review budget with Pair /Rodeo Manager . Coordinate and approve Pair / Rodeo volunteer shirts & order . Coordinate ticket sales inventory plan for Pair . Coordinate Royalty Clinics . Review sponsorship/ media fair & rodeo event . 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 agreement 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 Pair 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 Pair 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 11 c: \ WINDOWS\ TEMP\F air coordinator-contract-2. wpd . 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 Julv . 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 /4H work night . Kick off event . AQHA Horse Show . 4-H Horse Show . Carnival Load-in /set up . Vendor set-up Fair & Rodeo opening day . Late vendor set up -must be complete by 12:00 pm . Fair & Rodeo Day . Fair & Rodeo Day . Fair and Rodeo Day . Jr. Livestock Sale . Special event day/load-out livestock & exhibits . Fairgrounds clean-up !banner clean-up/return entire week . Wrap-up evaluation Report on Budget . The extension office will: 1. Handle everything in the exhibit hall including booth exhibitors and judges. 2. Handle all 4H livestock matters including judges, ordering ribbons, jackets, belt buckles and sawdust. 12 c: \ WIND OWS \TEMP\F air coordinator-contract-2. wpd EXHIBIT C Payment Schedule I.Eagle County 2006 Fair and Rodeo: January 15,2006. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. $8,146.61 March 15,2006 .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . ... $8,146.61 May 15, 2006........ ........ ........................................................ $8,146.61 July 15, 2006 ................................................................................... $8,146.61 September 15, 2006 ........................................................................... $8,146.61 Total Fee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . . . . . . . . . . . . . . . . .$40,733.05 Eagle County Fair & Rodeo will payor reimburse contractor for PRCA Convention dues and provide lodging for 3 nights during the PRCA convention in December of 2005 13 c: \ WINDOWS\ TEMP\Fair coordinator-contract-2. wpd