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HomeMy WebLinkAboutC09-098 Moos & BrewsCONSULTING AGREEMENT BETWEEN EAGLE COUNTY AND ARLIE BRAGG FOR COORDINATION OF THE 2009 EAGLE COUNTY MOOS & BREWS FESTIVAL This Consulting Agreement ("Agreement") dated as of this /'`=day of ,~ 2009, is between the County of Eagle, State of Colorado, a body corporate and poli c, by and through the designee of the Board of County Commissioners ("County"), and Arlie Bragg, whose address is P.O. Box 846 Mt. Juliet, Tennessee 37122 ("Consultant"). WHEREAS, the County is in need of a consultant to provide the services outlined in Section 1.1 hereunder in connection with the 2009 Eagle County Moos & Brews Festival ("Moos & Brews Festival" or "Event"): and WHEREAS, Consultant has represented that he has the experience and knowledge in the subject matter necessary to carry out the services outlined in Section 1.1 hereunder; and WHEREAS, County wishes to hire Consultant to perform the tasks associated with such services outlined in Section 1.1 hereunder; and WHEREAS, County and Consultant intend by this Agreement to set forth the scope of the responsibilities of the Consultant in connection with the services and related terms and conditions to govern the relationship between Consultant and County in connection with the services. NOW, THEREFORE, based upon the representations by Consultant set forth in the foregoing recitals, for good and valuable consideration, including the promises set forth herein, the parties agree to the following: 1. Services Provided: 1.1 The Consultant will provide the following services, hereinafter referred to as "Consulting Services:" A. Consultant will plan, develop, coordinate, promote and oversee the Moos & Brews Festival; B. Consultant shall use his expertise and knowledge to develop the Moos & Brews Festival so that the event conforms to the policies, procedures and guidelines of the Kansas City Barbecue Society and so that the event is sanctioned by the Kansas City Barbeque Society. If the Event is not sanctioned by the Kansas City Barbecue Society, this Agreement shall become null and void and have no force or effect; C. Consultant shall arrange for and ensure provision of all certified and volunteer judges, and team entrees for the Moos and Brews Festival using his established contacts, sources and databases, but the Consultant makes no guarantees about which teams will participate in the competition; ~O~-(~ ~~ D. Consultant shall schedule and provide all judges training and volunteer training needed for the Event and will prepare all team contest participation materials prior to the event; E. Consultant will travel to the Event location to develop a site plan, assist with information to develop operating guidelines, an operating budget and a marketing strategy for the Event. County will pay Consultant's travel and lodging expenses as provided by Section 4 herein; F. At County's expense, Consultant will assist in planning and presentation to the media, county and state officials, as needed; G. Consultant will abide by the budget developed by the County and will work within that budget, and will promptly upon discovery inform the County if it appears that the cost of the Event will exceed the established budget; H. Consultant shall keep and maintain a monthly financial record of all expenditures with receipts and shall provide to the County a detailed account of all expenditures no later than the twenty-eighth (28th) day of each month. Consultant may deliver copies of these financial documents to County by any method allowed by Section 9 of this Agreement; I. Consultant shall be responsible for advertising the Moos & Brews Festival in the appropriate trade and industry publications, organizations, media and known teams within the appropriate tie frames so as to generate as many team entries and as much media attention as is standard for this type of event; J. Consultant will manage and direct Event volunteers and will control Event set up and agrees to keep County informed on all volunteer duties and general organization of the Event; and K. Consultant will work with County to design and set up the actual Event contest site in accordance with all local laws and regulations. 1.2 The Consultant agrees that Consultant will not enter into any consulting arrangements with. third parties that will conflict in any manner with the Consulting Services to be provided herein. I.3 Consultant has given the County a proposal for performing the Services and represented that it has the expertise and personnel necessary to properly and timely perform the Services. 1.4 In order to facilitate Consultant's provision of the Consulting Services, County will: A. Work with Consultant to develop a budget that will include the payment of all costs associated with Event development, Event sanctioning fees, Event advertising, Event promotion, Event prize monies and trophies, and all other Event operating expenses; B. Actively recognize and where appropriate, promote Consultant's coordination and operation of the Event in media releases; C. Cooperate with Consultant in promotion efforts by collaborating on artwork, logo design and the design of other team materials; D. Encourage volunteers to assist Consultant with set up and operation of the Event; and E. Secure permits and other approvals needed for the Event. 2. Term of Agreement: 2.1 This Agreement shall commence upon execution of this Agreement by both parties and, subject to the provisions of Section 2.2 hereof, shall continue in full force and effect until the Consulting Services have been completed. 2.2 This Agreement may be terminated by either party for any other reason at any time, with or without cause, and without penalty whatsoever therefore. 2.3 In the event of any early termination of this Agreement Consultant shall be compensated for Consulting Services then satisfactorily completed, plus pre-approved expenses. 3. Independent Contractor: 3.1 With respect to the provision of the Consulting Services hereunder, Consultant acknowledges that Consultant is an independent contractor providing Consulting Services to the County. Nothing in this Agreement shall be deemed to make Consultant an agent, employee, partner or representative of County. 3.2 The Consultant shall not have the authority to, and will not make any commitments or enter into any agreement with any party on behalf of County without the written consent of the Board of County Commissioners. 3.3 The Consultant will maintain unemployment and workman's compensation insurance on his/her behalf, as necessary. County will add Consultant to County's liability insurance policy for the limited purpose of providing Consultant with liability insurance during the Event. 4. Remuneration: 4.1 For the Consulting Services provided hereunder, County shall pay to the Consultant Two Thousand Five Hundred Dollars ($2,500), in addition to any bonus earned for in accordance with the following schedule: NUMBER OF REGISTERED TEAMS THAT BONUS AMOUNT PAYS THE REQUIRED FEE Zero to 40 Teams NO BONUS 40-60 Teams $45.00 er team 60-80 Teams $55.00 er team 80-100 Teams $65.00 er team 4.2 Consultant will also be entitled to a bonus in the amount of fifteen percent (15%) of actual gross sponsorship dollars received from a sponsor if Consultant assists in the identification of and signing of an Event sponsor. Consultant will be entitled to eight percent (8%) for donations of materials, services or goods that are made to the Event as a result of Consultant's efforts. 4.3 Payment shall be made as follows: A. Half of Consultant's base fee, One Thousand Two Hundred Fifty Dollars ($1,250), will be paid to Consultant on the day that he arrives at the Event location to manage and oversee the Event; and B. The remaining One Thousand Two Hundred Fifty Dollars ($1,250) of Consultant's base fee, will be paid at the close of the Event if the Event is successfully completed in accordance with this Agreement. C. Any earned bonuses, will be paid to Consultant within thirty (30) days of the close of the Event pursuant to County regular bill paying process. D. If the Services are not performed as prescribed by the provisions of this Agreement, the County shall have no obligation to make any further payment. If, at any time after or during the Term or after termination of this Agreement as hereinafter provided or expiration of this Agreement, County reasonably determines that any payment theretofore paid by County to Consultant was improper because the Services for which payment was made were not performed as prescribed by the provisions of this Agreement, then upon written notice of such determination and request for reimbursement from County, Consultant shall forthwith return such payment to County. 4.4 The County will provide Contractor with hotel accommodations at the hotel of County's choice for the evenings of July 23, July 24 and July 25, 2009. County will arrange Consultant's hotel accommodations and will pay the nightly rate associated with said hotel accommodations. However, County shall not be held responsible for any additional charges incurred by Consultant, any damage done by Consultant or its employees, agents or invitees during Consultant's stay at the County arranged hotel. Any such charges shall be deducted from Consultants final compensation under this Agreement. 4.5 County will arrange for and pay Consultant's travel expenses as follows: A. For Consultant and Consultant's wife only (and not for Consultant's staff or other companions) County will pay air fare of up to $500 per ticket and either the cost of a rental car and fuel for local travel, or the cost of ground transportation for local travel, if no later than forty five days prior to the Event or other occasion for Consultant's air travel under this Agreement, Consultant notifies County of his intent to travel by air; or B. If Consultant decides to travel exclusively by car, County will pay Consultant fifty five cents ($.055) per mile traveled within 30 days of County's receipt of documentation substantiating Consultant's mileage claim. 4.6 County will not withhold any taxes from monies paid to the Consultant hereunder and Consultant agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. 4.7 Notwithstanding anything to the contrary contained in this Agreement, no charges shall be made to the County nor shall any payment be made to the Consultant in excess of the amount for any work done without the written approval in accordance with a budget adopted by the Board in accordance with provisions of the Colorado Revised Statutes. Moreover, the parties agree that the County is a governmental entity and that all obligations beyond the current fiscal year are subject to funds being budgeted and appropriated. 5. Ownershia of Documents and other Materials and Confidentiality: 5.1 All documents (including electronic files) which are obtained during or prepared in the performance of the Services shall remain the property of the County and are to be delivered to County before final payment is made to Consultant or upon earlier termination of this Agreement. 5.2 The Eagle County Moos & Brews event logo, the Internet address and all other distinctive labels and or titles that may be developed will remain the property of the County. 5.3 Consultant agrees to keep all financial dealings, sponsor agreements and contact information and contract terms surrounding the Event confidential. 6. indemnification: Within the limits allowed by law, Consultant shall indemnity County for, and hold and defend the County 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 negligent acts or omissions of, or presentations by the Consultant in violation of the terms and conditions of this Agreement. This indemnification shall not apply to claims by third parties against the County to the extent that the County is liable to such third party for such claim without regard to the involvement of the Consultant. 7. Consultant's Professional Level of Care: Consultant shall be responsible for the completeness and accuracy of the Consulting Services, including all supporting data and other documents prepared or compiled in performance of the Services, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved the Consulting Services shall not relieve Consultant of any of its responsibilities. Consultant shall perform the Consulting Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to consultants, with respect to similar services, in this area at this time. 8. No Assi~nment• The parties to this Agreement recognize that the Consulting Services to be provided pursuant to this Agreement are professional in nature and that in entering into this Agreement, County is relying upon the professional services and reputation of Consultant and its approved subcontractors. Therefore, neither Consultant nor its subcontractors may assign its interest in this Agreement or in its subcontract, 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, 9. Notices• 9.1 Any notice and all written communications required under this Agreement shall be given in writing by personal delivery, facsimile or U.S. Mail to the other party at the following addresses: (a) Brad Higgins Fair Manager P.O. BOX 2S0 Eagle, CO 81631 (970) 328- 3541 (p) (970) 328- 3546 (f) (b) Arlie Bragg P.O. Box 846 Mt. Juliet, TN 37122 (615) 758-8749 (p) (61S) 477-7447 (f) 9.2 Notices shall be deemed given on the date of delivery; on the date the facsimile is transmitted and confirmed received or, if transmitted after normal business hours, on the next business day after transmission, provided that a paper copy is mailed the same date; or three days after the date of deposit, first class postage prepaid, in an official depository of the U.S. Postal Service. 10. Jurisdiction and Confidentiality: 10.1 This Agreement shall be interpreted in accordance with the laws of the State of Colorado and the parties hereby agree to submit to the jurisdiction of the courts thereof. Venue shall be in the Fifth Judicial District for the State of Colorado. 10.2 The Consultant and County acknowledge that, during the term of this Agreement and in the course of the Consultant rendering the Consulting Services, the Consultant may acquire knowledge of the business operations of County to the point that the general method of doing business, the pricing of products the lists of customers and other aspects of the business affairs of County will become generally known and the Consultant shall not disclose, use, publish or otherwise reveal, either directly or through another, to any person, firm or corporation, any knowledge, information or facts concerning any of the past or then business operations, pricing or sales data of County and shall retain all knowledge and information which he has acquired as the result of this Agreement in trust in a fiduciary capacity for the sole benefit of County, its successors and assigns during the term of this Agreement and for a period of five (5) years following the termination of this Agreement. 11. Provision Mandated by C.R.S. & 8-17.5-101• PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES If Contractor/Consultant has any employees or subcontractors, Contractor/Consultant shall comply with C.R.S. § 8-17.5-101, et seq., regarding Illegal Aliens -Public Contracts for Services, and this Contract. By execution of this Contract, Contractor/Consultant certifies that it does not knowingly employ or contract with an illegal alien who will perform under this Contract and that Contractor/Consultant will participate in the E-verify Program or other Department of Labor and Employment program ("Department Program") in order to confirm the eligibility of all employees who are newly hired for employment to perform work under this Contract. 11.1. Contractor/Consultant shall not: (i) Knowingly employ or contract with an illegal alien to perform work under this contract for services; or (ii) Enter into a contract with a subcontractor that fails to certify to the Contractor/Consultant that the subcontractor shall not knowingly emp~oy or contract with an illegal alien to perform work under the public contract for services. 11.2 Contractor/Consultant has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Contract through participation in the E- verify Program or Department Program, as administered by the United States Department of Homeland Security. Information on applying for the E-verify program can be found at: http://www.dhs.~ov/xprevprot/pro rams/gc l 185221678150 shtm 11.3 The Contractor/Consultant shall not use either the E-verify program or other Department Program procedures to undertake pre-employment screening of job applicants while the public contract for services is being performed. 11.4 If the Contractor/Consultant obtains actual knowledge that a subcontractor performing work under the public contract for services knowingly employs or contracts with an illegal alien, the Contractor/Consultant shall be required to: (i) Notify the subcontractor and the County within three days that the Contractor/Consultant has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and (ii) Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (i) of the paragraph (D) the subcontractor does not stop employing or contracting with the illegal alien; except that the Contractor/Consultant shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. 11.5 The Contractor/Consultant shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that the department is undertaking pursuant to its authority established in C.R.S. § 8-17.5-102(5). 11.6 If a Contractor/Consultant violates these prohibitions, the County may terminate the contract for a breach of the contract. If the contract is so terminated specifically for a breach of this provision of this Contract, the Contractor/Consultant shall be liable for actual and consequential damages to the County as required by law. 11.7 The County will notify the office of the Colorado Secretary of State if Contractor/Consultant violates this provision of this Contract and the County terminates the Contract for such breach. 12. Sole Source Government Contracts. If the Contractor has entered into a sole source government contract or contracts with the State of Colorado or any of its political subdivisions as defined in Article XXVIII of the Colorado Constitution, which including this contract in the aggregate on an annual basis equal or exceed the amount of $100,000, then the following provisions apply: 12.1 Because of a presumption of impropriety between contributions to any campaign and sole source government contracts, Contractor, on behalf of itself ,any person who controls ten percent or more of the shares of or interest in the Contractor, and the Contractor's officers, directors and trustees (collectively, the "Contract Holder") shall contractually agree, for the duration of the contract and for two years thereafter, to cease making, causing to be made, or inducing by any means, a contribution, directly or indirectly, on behalf of the Contractor Holder or on behalf of his or her immediate family member and for the benefit of any political party or for the benefit of any candidate for any elected office of the state or any of its political subdivisions. 12.2 The parties further agree that if a Contract Holder makes or causes to be made any contribution intended to promote or influence the result of an election on a ballot issue, the Contract Holder shall not be qualified to enter into a sole source government contract relating to that particular ballot issue. 12.3 The parties agree that if a Contract Holder intentionally violates sections 15 or 17(2) of Article XXVIII of the Colorado Constitution, as contractual damages that Contract Holder shall be ineligible to hold any sole source government contract, or public employment with the state or any of its political subdivisions, for three years. 12.4 The Contract Holder agrees to comply with the summary and notice provisions of Section 16 of Article XXVIII of the Colorado Constitution. 12.5 These provisions shall not apply to the extent they have been enjoined or invalidated by a court of competent jurisdiction. 12.6 All terms used in this Section and not otherwise defined in this Agreement shall have the same meaning as set forth in Article XXVIII of the Colorado Constitution 13. Miscellaneous: 13.1 This Agreement constitutes the entire Agreement between the parties related to its subject matter. It supersedes all prior proposals, agreements and understandings. 13.2 This Agreement is personal to the Consultant and may not be assigned by Consultant. 13.3 This Agreement dues 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. 13.4 In case of cancellation of the Event due to inclement or severe weather, war, governmental action or order, act of God, fire, strike, labor dispute, act of terrorism or other cause beyond the control of County, the Consultant shall be entitled to payment of all pre- approved and documented expenses, plus fifty percent (50%) of the $2,500.00 base payment required under this Agreement. //REMAINDER OF PAGE INTENTIONALLY LEFT BLANK // 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 the designee of the Board of County Commissioners By: eith Montag, Actin County Manager ARLIE BRAGG r Arlie Bragg STATE OF 1 ~ ; ~ . i _ ~. ) SS. COUNTY OF I ~ ': ~ i a ~~. ~~ ) The foregoing instrument was acknowledged before me by L^~:~ ~, ;:,. :~ ~%r`~his I `I day of !~,(,~r G'I-. , 2009. My commission expires: ~( ,~ ~ ~,t) r~ ~~ Notary Public ~~'~ E Bq\ O~ STATE F~ OF TENNESSEE NOTARY PUBLIC ~QSUy COVE/ My Commission Expires 4/25/201 t