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HomeMy WebLinkAboutC11-060 Eagle Valley Events AGREEMENT BETWEEN EAGLE COUNTY AND EAGLE VALLEY EVENTS FOR PROFESSIONAL MARKETING AND PROMOTION SERVICES This greement Regarding the Provision of Professional Services ( "the Agreement "), made this day of February, 2011, is between Eagle County, Colorado a body corporate and politic, by and through its Board of County Commissioners ( "County "), and Eagle Valley Events, Inc. ( "Contractor "), WITNESSETH: WHEREAS, County is the owner of certain real property located in Eagle County, Colorado, which is used as and commonly referred to as the Eagle County Fairgrounds; and WHEREAS, County desires to contract with a professional who will provide services such as promoting and coordinating the 2011 Eagle County Fair and Rodeo and marketing of the Fairgrounds Facility in 2011; and WHEREAS, Contractor is a business with expertise in event planning and promotion and wishes to contract with County to provide such services; and WHEREAS, Contractor and County intend by this Agreement to set forth the scope of the responsibilities of the Contractor in connection with the services to be provided; and WHEREAS, Contractor and County further intend to define the terms and conditions which will govern the relationship between Contractor and County in connection with these services. AGREEMENT: Now, therefore, in consideration of the foregoing premises and the following promises, County and Contractor enter into this Agreement. A. SCOPE 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 ( "Work "), and 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, if agreed to in writing by both parties. 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 as described in Exhibit A will or has already changed and the County has accepted Contractor's statement of the maximum additional charges. C11 • f �� 3. 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 she 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. County acknowledges that Contractor's ability to timely perform under this Agreement depends in part on the County's prompt response to Contractor's request for approval. County will make a good faith attempt to respond with approval or direction within 14 days of Contractor's request. 5. Contractor shall be responsible for the completeness and accuracy of the Work, including all supporting data and other documents prepared or complied in performance of the Work, and shall correct, at its own 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 responsibilities. Contractor shall perform the Work in a skillful, non - negligent and competent manner and in accordance with the standards of skill and diligence reasonably expected of a professional event producer. B. TERM This Agreement shall commence upon execution of the Agreement by both parties and shall continue until all Work described on the attached Exhibit A and any supplements thereto has been completed. C. TIME OF PERFORMANCE 1. Contractor shall commence Work within five (5) business days after this Agreement is executed by both parties. Contractor shall complete the individual tasks of the Work in conformity with the completion dates set forth in Exhibit `B." Unless the scheduled date for a particular task 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 in Exhibit "C" upon completion of such Work as described in Exhibit `B." D. TERMINATION 1. County may terminate this Agreement at any time and for any reason or no reason upon written notice to Contractor specifying the date of termination, which date shall be not less than thirty (30) days from the date of the notice. 2. Contractor may terminate this Agreement by providing thirty days written notice to County. Upon such termination, County shall be liable only for Work satisfactorily completed pursuant the schedule set forth in Exhibit "C ". Upon termination, Contractor shall deliver to County 2 all drawings, illustrations, text, date, and other documents entirely or partially completed together will all material supplied to Contractor by County. Final payment will be due within thirty (30) days after Contractor has delivered the last of the documents or records due the County. 3. In the event this Agreement is terminated, the County may have contractual obligations with vendors or other parties which the Contractor has facilitated and the termination of this Agreement may not affect those contracts. E. COMPENSATION 1. In consideration of its performance of the Work, Contractor shall be paid in accordance with the Payment Schedule in Exhibit "C" which is attached hereto and incorporated herein by this reference. 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. Payments shall be made in accordance with Exhibit "C." Upon request, Contractor shall provide County with other such supporting information as County may reasonably request. 2. If, prior to payment of compensation or reimbursement for services but after submission to County of a request for payment by Contractor, County reasonably believes that payment as requested would be improper because the Work was not performed as prescribed by the provisions of this Agreement, the County may withhold such payment until the parties resolve the issue of whether payment is due. 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 believes that any payment theretofore paid by County to Contractor was improper because the services for which payment was made were not performed as prescribed by the provisions of this Agreement, County may request that Contractor return such funds. If the parties disagree about whether any Work to be performed hereunder has been satisfactorily completed they shall meet to attempt to resolve such disagreement. F. 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. 1. Contractor /Consultant shall not: (a) Knowingly employ or contract with an illegal alien to perform work under this contract for services; or 3 (b) Enter into a contract with a subcontractor that fails to certify to the Contractor /Consultant that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under the public contract for services. 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.gov /xprevprot /programs /gc 1 1 85221678 150.shtm 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. 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: (a) 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 (b) Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subparagraph (a) of the paragraph (4) 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. 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). 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. 4 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. G. CONTRACTOR'S DUTIES 1. Contractor shall maintain, for a minimum of three (3) years, adequate financial and programmatic records for reporting to County on performance if its responsibilities hereunder. Contractor shall be subject to financial audit by federal, state or county auditors or their designees. Contractor authorizes County to perform audits or to make inspections during normal business hours, upon 48 hours notice to Contractor, for the purpose of evaluating performance under this Agreement. Contractor shall cooperate fully with authorized County representatives in the observation and evaluation of the program and records. Contractor shall have the right to dispute any claims of misuse of funds and seek an amicable resolution with County. 2. In rendering its services hereunder, Contractor shall comply with the highest standards of customer service to the public. Contractor shall provide appropriate supervision of its employees to ensure the maintenance of these high standards of customer service and professionalism, the performance of such obligation to be reasonably determined at the sole discretion of County. In the event that County finds these standards of customer service are not being met by Contractor, County may terminate this Agreement, in whole or in part, upon ten (10) days notice to the Contractor. H. NOTICE 1. The Fair Manager, as appointed by the Eagle County Manager, shall be the individual responsible for overseeing 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. 2. Any notice required under this Agreement shall be given in writing by registered or certified mail; return receipt requested which shall be addressed as follows: COUNTY: CONTRACTOR: Brad Higgins Laurie Asmussen Eagle County Fair Manager Eagle Valley Events, Inc. P. O. Box 250 P.O. Box 115 Eagle, CO 81631 Eagle, CO 81631 (970) 328 -3541 (p) (970) 328 -1182 (p) (970) 329 -3546 (f) (970) 328 -5681 (f) 5 3. Notice shall be deemed given three (3) business days after the date of deposit in a regular depository of the United States Postal Service or on the first business day after delivered by FAX and deposit in the US mails, or upon personal delivery. I. ASSIGNMENT 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; however, Contractor will have its staff or independent contractors assisting with the Work under the direction of the Contractor. Therefore, Contractor shall not assign any of its rights or delegate any of its duties under this Agreement to a third party without the prior written consent of County. County shall terminate this Agreement in the event of any assignment without its prior written consent of County. If County does consent to assignment or delegation, 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. J. MODIFICATION Any revision, amendment or modification of this Agreement shall be valid only if in writing and signed by all parties. K. OWNERSHIP OF DOCUMENTS All documents, including information about scheduled vendors, service providers and entertainers, which are prepared in the performance of the Work shall remain the property of the County and are to be delivered to County's Fair Manager before final payment is made to Contractor or upon earlier termination of this Agreement, however, sources and contact lists maintained by Contractor exclusive of performance of the Work under this Agreement shall remain the Contractor's property. Contractor may retain copies of all documents and information pertaining to the Work, but may not use promotional materials for anyone other than the County without County's written consent. L. INSURANCE 1. At all times during the term of this Agreement, Contractor shall maintain in full force and affect the following insurance: Type of Insurance Coverage Limits Workers' Compensation Statutory Comprehensive General Liability, including $ 250,000 per person and Broad form property damage $ 600,000 per occurrence 6 Professional Liability Insurance $ 500,000 per occurrence 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 purchase and maintain such insurance as required above and shall provide certificates of insurance in a form acceptable to County within 15 calendar days of execution of this Agreement. M. MISCELLANEOUS 1. 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. The relationship of Contractor to County is that of independent contractor. No agent, employee or volunteer of Contractor shall be deemed to be an agent, employee or volunteer of County. Contractor shall be solely and entirely responsible for its acts and the acts of its agents, employees, and subcontractors. 2. In the event of litigation in connection with this Agreement, the prevailing party shall be entitled to recover all reasonable costs incurred, including attorney fees. 3. Invalidity or unenforceability of any provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed as if such invalid or unenforceable provision was omitted. 4. Contractor shall indemnify and hold harmless, to the extent allowed by law, County, its boards, the individual members thereof, its departments, officers, agents, employees, servants and its successors from any claims of any nature whatsoever made by any person in connection with the acts or omissions of, or representations by Contractor or arising directly or indirectly out of Contractor's exercise of its privileges or performance of its obligations under this Agreement. This indemnification shall not apply to claims by third parties against County to the extent that County is liable to such third party for such claim without regard to the involvement of the indemnifying party. 5. Contractor shall comply at all times and in all respects with all applicable federal, state and local laws, resolutions, and codes. 6. 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. 7. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after, December 31 of the calendar year of the Term of this Agreement, without an appropriation therefore by County in accordance with a budget adopted by the Board of 7 County Commissioners in compliance with the provisions of Article 25, Title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29 -1 -101 et.seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 8. This Agreement shall be governed by the laws of the State of Colorado. Jurisdiction and venue for any suit, right or cause of action arising under, or in connection with this Agreement shall be exclusive in Eagle County, Colorado. 9. This Agreement supersedes all previous communications, negotiations and/or agreements between the respective parties hereto, either verbal or written, and the same not expressly contained herein are hereby withdrawn and annulled. This is an integrated agreement and there are no representations about any of the subject matter hereof except as expressly set forth in this Agreement. 10. This Agreement does not, and shall not be deemed or construed to, confer upon or grant to any third party or parties any right to claim damages or to bring any suit, action or other proceeding against either Contractor or County because of any breach hereof or because of any of the terms, covenants, agreements and conditions herein. 11. Contractor certifies that it has read the Agreement, understands each and every term and the requirements set forth herein, and agrees to comply with the same. // Signature Page to Follow // 8 In Witness Whereof, County and Contractor have executed this Agreement on the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO By and through its B ► .rd . f Co . issioners By:. , Chairman VU '� ATTEST: 1 Clerk to the Boar of County Com `''I •, CONTRACTOR: Eagle Valley Events, Inc. By: jft/AA-a-- Laurie Asmussen, President 1 St. R ACOSTA STATE OF CcA0tOV ) NOTARY PUBLIC II_ ) SS. STATE OF COLORADO COUNTY OF � 9 lam.. ) My Commission Expires 03122/2011 The foregoing instrument was acknowledged before me by Laurie Asmussen, President of Eagle Valley Events, Inc., this 9 day of " , 2011. My commission expires: 3_ —1` otary Public 9 EAGLE VALLEY EVENTS, INC. 2011 Eagle County Fair & Rodeo Event Production EXHIBIT A SCOPE OF WORK The Contractor shall provide the following services, for the term of the contract in cooperation with Eagle County Fair Manager for the Eagle County Fair & Rodeo, with the purpose of enhancing current activities with the goal of increasing attendance, improving the quality of experience of the guest, and creating programming aimed at drawing a diverse demographic audience: A. Budget Management 1. Assist in tracking revenue projections 2. Provide support of receipt of revenues, collection of sponsorship revenues; vendor fees; and daily revenues from ticket sales, working with County staff to follow an established procedure of cash - handling to ensure proper accounting and deposit of funds received. 3. Report all potential budget expenditures in relation to event programming to Fair Manager for processing. Process according to County procedures and directives. 4. Work with Fair Manager to identify potential new sources of revenue and work to adjust budget accordingly. 5. Evaluate projected event expenses with Fair Manager and present recommendations for re- distribution of funds according to event programming, with approval by Fair Manager. B. Targeted vendor recruitment according to established event goals and objectives identified by Eagle County. Duties to include: 1. Collection of vendor applications and fees for food, beverage, arts & crafts, merchandise, exhibitors, children's activities and entertainment 2. All entertainment, vendors, exhibitors, concessionaires are subject to approval by Eagle County. C. Assist with recruitment and coordination of Fair & Rodeo sponsorships, including evaluation of sponsor benefits in relation to the current budget in accordance with directives from Eagle County. D. Assist in the establishment of duties and recruitment of Eagle County paid staff to include volunteer coordinator; gatekeepers and parking attendants. E. Attendance at all Fair Board meetings. Review role of contractor in relation to Fair Board 10 and other volunteer groups associated with event. Provide assistance at meetings as directed by Fair Manager. F. Coordinate with Fair Manager to work with appropriate County staff on the creation of a Fair & Rodeo marketing and advertising plan in order to support the event goals and objectives. Work to ensure plan is in accordance with event budget. G. Coordinate specific operational duties for the event including: 1. Obtaining appropriate permits, including liquor permit for Fair & Rodeo 2. Inventory and recommendation to purchase or lease event signage, flagging, supplies, banners and staging, in accordance with event budget and programming. H. Creation of an event timeline for duties needed to accomplish prior to event time, including the coordination of County support (i.e. Facilities Management, etc.) I. Coordinate with Fair Manager a plan to respond to inquiries in a timely and efficient manner including dissemination of event information to the general public, potential vendors and participants. J. Coordinate event production through the Fair Manager's office including user groups, County Extension Service, 4 -H, Junior Livestock Sales Commission and other County groups. K. Coordinate through the Fair Manager's office the necessary lodging needed for event personnel for the event week, and identify such according to event budget. L. Coordinate all aspects of the Fair Royalty program including scheduling of royalty participants at area parades and events; budget management within the general Fair budget, scheduling of 2011 contest; securing judges and facilitating royalty program. 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 Fair and Rodeo. 11 EXHIBIT B 2011 Eagle County Fair Timeline February • Review Fair /Rodeo detailed budget; recommend programming and reallocation of funds according to established event goals and objectives • Attend Fair Board meeting • Schedule bi- monthly meeting with Fair Manager • Evaluate Event Sponsorship Program and make recommendations to Fair Manager for update of sponsor categories Begin vendor recruitment plan including mailing of vendor applications and advertising in various publications; mailings to database • Final edit on commercial and food vendor applications — Recruit food vendors • Determine event entertainment goals and make recommendations to Fair Manager • Schedule meetings with past event sponsors — present proposal for current event • Review event attendance pricing and make recommendations to Fair Manager according to budget • Review terms of carnival agreement with Fair Manager /negotiate with Carnival owner • Evaluate vendor application —make recommendations for improvement to Fair Manager • Mail sponsorship agreement to national rodeo sponsors • Continue with detail planning for Fair including ticket pricing, carnival terms and agreement and rodeo contract personnel recruitment. • March • Review Fair /Rodeo detailed budget; recommend programming and reallocation of funds according to established event goals and objectives • Attend Fair Board meeting • Schedule weekly meeting with Fair Manager • Review advertising plan and make recommendations regarding newspaper pull -out section, TV and radio • Review lodging needs —make recommendations to Fair Manager • Evaluate Fair Book —make recommendations to Fair Manager and Extension office Director • Submit draft of overall event schedule April • Review Fair /Rodeo budget with Fair Manager • Attend Fair Board meeting • Schedule bi- monthly meeting with Fair Manager • Discuss and determine event theme with Fair Manager 12 • Meet with Vail Daily re: advertising plan • Ongoing vendor recruitment • Ad campaign —Vail Daily Fair Program insert and publication; contestant handbook; Eagle County content; radio and TV interview schedules /schedule meetings with media representatives • Inventory and determine order of supplies according to budget, including credentials, wristbands, etc. • Meet with suppliers including beer, ice, soft drinks, etc. • Recruit entertainment and exhibits • Negotiate vendor contracts • Attend Fair Board meeting • Confirm dates /times of royalty contest and review contest schedule of events • Coordinate contractor needs in reference to programming (i.e. entertainment, sound, lighting, radio rentals, etc.) • . Coordinate all contracts in reference to rodeo personnel with Fair Manager including contractor, specialty acts, rodeo personnel, etc.) May • Review Fair /Rodeo budget with Fair Manager • Attend Fair Board meeting • Submit County liquor license for Fair and Rodeo • Schedule bi- monthly meeting with Fair Manager • Coordinate and establish draft of Fair layout with Fair Manager • Ongoing vendor recruitment • Coordinate meetings with various entities regarding event including Emergency Services, Facilities Management, etc. • Order sponsor merchandise • Coordinate and approve Fair /Rodeo volunteer shirts and place order • Coordinate ticket sales inventory plan for Fair /Rodeo • Coordinate Royalty Clinics • Review sponsorship /media Fair & Rodeo event • Coordinate tent/fencing needs • Recruit volunteers /gatekeepers • Set deadline for sponsorship agreements June • Review Fair /Rodeo budget with Fair Manager • Schedule weekly meeting with Fair Manager • Review plans /layout/vendors to date /sponsorship agreements with Fair Manager • Finalize all advertising buys /PR schedule 13 • • Finalize all sponsor ads — deliver to Vail Daily for printing • Finalize all theme nights and associated activities - include in advertising plan • Coordinate Rodeo grand entries • Secure National Anthem performers • Work with PRCA regarding contestants • Deadline for ordering all supplies: horse show ribbons, office, Rodeo, contests, t- shirts, etc. • Ongoing vendor recruitment • Order Mutton Busting shirts /trophies • Review food and beverage needs with Fair Manager – place order • Deadline for all Fair vouchers to be presented to County • Set date and location for press luncheon – coordinate with Fair Manager and Administration • Vendor layout • Order portable restrooms /recycling /trash containers • Order hay and grain • Arrange security with EC Sheriff • Coordinate equipment rental • Coordinate Grand Entry for Rodeo /contractors /special guests • Secure Emergency Services • Supply anticipated vendor list to Env. Health Dept. • Arrange passes /County officials /invited guests • Attend Fair Board meeting • Finalize all vouchers — coordinate with Fair Manager office July • Review Fair /Rodeo budget with Fair Manager • Schedule weekly meeting with Fair Manager • Place order for beer /soft drinks /ice — arrange delivery dates • Finalize all invitations to County officials /invited guests • Schedule Fair sponsor media event • Coordinate Junior Livestock Sale and dinner details with Livestock Commission • Fair Royalty Contest • Schedule Fair /4H Work night • Attend Fair Board meeting • Coordinate final details of Kickoff Event • Coordinate final details of in -house ticket sales, cash management plan, revenue tracking with Fair Manager /Bank President • Coordinate event lodging assignments • Sponsorship correspondence regarding banners, tickets, passes, etc. 14 EXHIBIT C Payment Schedule A. Eagle County Fair & Rodeo Production 1. Eagle County Fair & Rodeo will pay Eagle Valley Events, Inc. the total contract price of $40,000, according to the following schedule: January 15, 2011 $5,000.00 February 15, 2011 $5,000.00 March 15, 2011 .$5,000.00 April 15, 2011 ...$5,000.00 May 15, 2011 .$5,000.00 June 15, 2011 $5,000.00 July 15, 2011 $5,000.00 August 15, 2011 .$5,000.00 Total Fee: $40,000.00 2. Contractor requests that County notify her of its intent to renew this contract by no later than September 30, 2011. County can make no guarantees, but acknowledges Contractor's request and will make a good faith effort to provide Contractor with notification of its intent to renew before November 1, 2011. 3. The hourly rate for services requested outside of the management contract for project personnel will be billed at the rate of $45 per hour. An outline of duties and expectations will be reviewed with County staff with an estimate of time needed to perform the task prior to beginning each task. B. Facilities Marketing - 2011 Eagle Valley Events, Inc. will provide management services specific marketing of events taking place at the Eagle River Center at a date to be determined by Eagle County Government. Management services will be provided and performed in accordance with Contractor's Request for Proposal. Unless otherwise specified by subsequent agreement, payment for additional . management services provided will be made in accordance with Section A.3 of this Exhibit "C." 16