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HomeMy WebLinkAboutC11-184 EMJ Productions AGREEMENT BETWEEN EAGLE COUNTY COLORADO • AND EMJ PRODUCTIONS FOR THE LANE FROST CHALLENGE EVENT AT THE EAGLE COUNTY FAIRGROUNDS THIS AGREEMENT is made this 94 day of _ 2011, by and between Eagle County, Colorado ( "County "), 500 Broadway, P.O. Bo 50, Eagle, Colorado 81631, and EMJ Productions with a mailing address of P.O. Box 635, Bluebell, Utah, 84007 ( "Contractor "). WHEREAS, the County is the owner of certain real property located in Eagle County, Colorado, which is used and commonly referred to as the "Eagle County Fairgrounds "; and WHEREAS, County is desirous of hosting the Lane Frost Challenge Event on July 23, 2011 at the Eagle County Fairgrounds (the "Event "); and WHEREAS, Contractor is a company specializing in the production of the Lane Frost Challenge event and wishes to contract with County to provide such services; and NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows: 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 produce the Event on July 23, 2011, including provision of bulls, announcer, judges, timers, bull fighters, and 2 pickup men, as further described in Exhibit "A" attached hereto and incorporated herein by this reference (hereinafter the "Work "). Contractor will also provide national advertising of the Event through at least two magazines (including HNH Bullriding and the Wrangler) and the Lane Frost Challenge website. 2. County shall provide the Eagle County Fairgrounds Arena on July 23, 2011 for the Event and feed for the bulls and will arrange with the ambulance service provider to have at least one staff member on site during the Event. 3. County will be entitled to collect and retain all gate sales, beer and liquor sales, other concessions, and any sponsorship royalties that may result from the Event. 1 4. 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. 5. 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. 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. 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. D. COMPENSATION 1. In consideration of its performance of the Work, Contractor shall be paid the fee of twenty thousand dollars ($20,000). Contractor shall be paid in full on July 23, 2011, after satisfactory completion of the Event. Contractor will not be entitled to receive any portion of the gate or concession returns or any potential sponsorship royalties associated with the Event. 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. E. PROHIBITIONS ON PUBLIC CONTRACT FOR SERVICES 2 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 (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 1185221678150.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 3 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. 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. F. CONTRACTOR'S DUTIES 1. In rendering its services hereunder and producing the Event, Contractor shall comply with the highest standards of customer service to the public and participants in the Event. 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. G. 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 Eldon Monson Eagle County Fair Manager EMJ Productions P. 0. Box 250 P.O. Box 635 Eagle, CO 81631 Bluebell, Utah 84007 (970) 328 -3541 (p) (435) 454 -3549 (970) 329 -3546 (f) (435) 823 -3549 (f) 4 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. H. ASSIGNMENT Contractor understands and hereby acknowledges that County is relying primarily upon the expertise and personal abilities of the Contractor to produce the Event. 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. I. MODIFICATION Any revision, amendment or modification of this Agreement shall be valid only if in writing and signed by all parties. J. 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. K. 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 $ 1,000,000 per person and Broad form property damage $ 2,000,000 per occurrence 5 2. All insurance required hereby shall be issued by an insurance company or companies authorized to do business in the State of Colorado and such insurance policies shall name Eagle County as an additional insured under the policy. 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. L. 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 County Commissioners in compliance with the provisions of Article 25, Title 30 of the Colorado Revised Statutes, the Local 6 • . 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 // 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 County Manager By: i %�� / ���► eith Montag, Eagle County Manager CONTRACTOR: EMJ Productions By: Title: 7/Zedg • STATE OF SS. COUNTY OF ) The foregging instrument was acknowledged before me by g i. -'t, is NA) pie r $ i. this ZO `day of M , 2011. 7 My commission expires: I-10-7-01'4 Notary Public COIMM8810N 0000113 � ;'" COOL EXP. 07.10.2014 • 8