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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.
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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
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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
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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)
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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
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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
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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.
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My commission expires: I-10-7-01'4
Notary Public
COIMM8810N 0000113
� ;'" COOL EXP. 07.10.2014
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