HomeMy WebLinkAboutC12-181 Kiser Arena Specialists Agreement AGREEMENT BETWEEN EAGLE COUNTY AND KISER ARENA SPECIALISTS, INC.
THIS AGREEMENT is made this JO day of f v `O.tf , 2012, by and between Eagle County
( "County"), and Kiser Arena Specialists, Inc. ( "Contractor`'), a s' corporation with a principal
place of business at 243 CR 281, Gainesville, Texas 76240.
WHEREAS, County desires to analyze the current condition of the arena sites (indoor and outdoor) located at
the Eagle County Fair Grounds, determine layout and footing materials as well as develop construction plans
and details (the "Facility ").
WHEREAS, Contractor is authorized to do business in the State of Colorado, has experience and expertise
necessary to provide said product and/or services to County; and
WHEREAS, County and Contractor intend by this Agreement to set forth the scope of the responsibilities of
Contractor in connection with the services and related terms and conditions to govern the relationship between
Contractor and County in connection with this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the following promises, County and
Contractor agree as follows:
ARTICLE 1— WORK
1.1 Contractor agrees to provide all services, labor, personnel and materials to perform and complete the
services set forth in Exhibit A (hereinafter "Services" or "Work ") which is attached hereto and incorporated by
this reference. Contractor will use its expertise, skill to perform the Services. In the event of any conflict
between the contents of this Agreement and Exhibit A, this Agreement shall control.
ARTICLE 2 — COUNTY'S REPRESENTATIVE
2.1 The Facilities Management Department designee shall be Contractor's contact with respect to this
Agreement and the performance of the Services.
ARTICLE 3 — TERM OF AGREEMENT
3.1 This Agreement shall commence upon execution of this Agreement by both parties, and, subject to the
provisions of Article 11 hereof, shall continue in full force and effect until the Services are satisfactorily
completed in accordance with the terms of this Agreement.
3.2 Contractor shall schedule all Services within ninety (90) days of executing this Agreement. Time is of
the essence in the performance of this Agreement. The term of this Agreement may be extended upon written
agreement of the parties. Further, the Agreement may be modified and the scope of Services may be changed
upon a written amendment to this Agreement signed by both parties.
ARTICLE 4 — COMPENSATION
4.1 County will pay Contractor for an initial visit and related Services as provided in Exhibit "A." The
maximum amount of compensation for the initial visit and related Services shall not exceed six thousand dollars
($6,000). County will pay three thousand dollars ($3,000) upon execution of the Agreement and the remainder
shall be paid as set forth in paragraph 4.3 hereof. Further, it is anticipated that Contractor will perform a follow
up visit for which the fee shall be one thousand dollars ($1,000) per day. Contractor shall bill actual travel
expenses not to exceed two thousand dollars per visit ($2,000) with no more than two (2) visits without an
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amendment hereto. Any other out of pocket expenses must be at cost and shall receive prior written approval of
Eagle County. The total compensation and travel expenses shall not exceed eleven thousand dollars ($11,000)
with an amendment hereto.
4. 2 Any additional onsite visits must be agreed to in an amendment to this Agreement before such visit
occurs or Eagle County shall have no responsibility therefore.
4.3 Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a proper
and accurate invoice from Contractor respecting the Services. The invoice shall include a description of
services performed. Upon request, Contractor shall provide County with such other supporting information as
County may request.
4.4 County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor 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.
4.5 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 Contractor in excess of the amount for any Services 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.
ARTICLE 5— CONTRACTOR'S REPRESENTATIONS
In order to induce County to enter into this Agreement, Contractor makes the following representations:
5.1 Contractor has familiarized itself with the nature and extent of the Services to be provided hereunder,
the Facility, and with all local conditions, and federal, state, and local laws, ordinances, rules and regulations
that in any manner affect cost, progress, or performance of the Services.
5.2 Contractor will make, or cause to be made, examinations, investigations, and tests as he deems
necessary for the performance of the Services.
5.4 To the extent possible, Contractor has correlated the results of all such observations, examinations,
investigations, tests, reports, and data with the terms and conditions of this Agreement.
5.5 To the extent possible, Contractor has given County written notice of all conflicts, errors, or
discrepancies that he has discovered in the Agreement.
5.6 Contractor will be responsible for provision of the Services and shall perform the Services in a skillful,
professional and competent manner and in accordance with the standard of care, skill and diligence applicable
to arena consultants. Further, in rendering the Services, Contractor shall comply with the highest standards of
customer service to the public. Contractor shall provide appropriate supervision of its employees to ensure the
Services are performed in accordance with this Agreement.
ARTICLE 6 — ENTIRE AGREEMENT
6.1 This Agreement represents the entire Agreement between the parties hereto. There are no Contract
Documents other than this Agreement, Exhibit A and Exhibit B. The Agreement may only be altered, amended,
or repealed in writing.
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ARTICLE 7 — MISCELLANEOUS
7.1 No assignment by a party hereto of any rights under, or interests in the Agreement will be binding on
another party hereto without the written consent of the party sought to be bound; and specifically, but without
limitation, moneys that may become due and moneys that are due may not be assigned without such consent
(except to the extent that the effect of this restriction may be limited by law), and 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.
7.2 County and Contractor each binds itself, its partners, successors, assigns and legal representatives to the
other party hereto, in respect to all covenants, agreements, and obligations contained in this Agreement.
7.3 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 without an appropriation therefore by County in accordance with a budget adopted by the Board
of County Commissioners in compliance with 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).
7.4 Provision Mandated by C.R.S. § 8 -17.5 -101 et seq. PROHIBITIONS ON PUBLIC CONTRACT FOR
SERVICES
7.4.1 If Contractor has any employees or subcontractors, Contractor 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 certifies that it does not knowingly employ or contract with an illegal alien who will perform under
this Contract and that Contractor 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 Services under this Contract.
7.4.2 Contractor 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 that the
subcontractor shall not knowingly employ or contract with an illegal alien to perform work under
the public contract for services.
7.4.3 Contractor 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.g,ov /xprevprot/nroarams /ac 1185221678
7.4.4 The Contractor 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.
7.4.5 If the Contractor obtains actual knowledge that a subcontractor performing work under the public
contract for services knowingly employs or contracts with an illegal alien, the Contractor shall be required to:
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•
(i) Notify the subcontractor and the County within three days that the Contractor 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 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.
7.4.6 The Contractor 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).
7.4.7 If a Contractor 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 shall be liable for actual and consequential damages to the County as required by law.
7.4.8 The County will notify the office of the Colorado Secretary of State if Contractor violates this provision
of this Contract and the County terminates the Contract for such breach.
7.5 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.
7.6 Contractor acknowledges that County has entered into this Agreement in reliance upon the particular
reputation and expertise of Contractor. Contractor shall not enter into any sub - consultant or sub - contractor
agreements for the performance of any of the Services or without County's prior written consent, which may be
withheld in County's sole discretion. County shall have the right in its reasonable discretion to approve all
personnel assigned to perform the Work and no personnel to whom County has an objection, in its reasonable
discretion, shall be assigned. Contractor shall be responsible for the acts of its sub - contractors or sub -
consultants and shall require each sub - consultant or sub - contractor, as approved by County and to the extent of
the Services to be performed by the sub - consultant or sub - contractor, to be bound to Contractor by the terms of
this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by
this Agreement, assumes toward County.
7.7 While this Agreement is in effect, and at all times thereafter, Contractor shall treat as confidential all
information, data, reports, documents and materials acquired or to which access has been given in the course of,
or incidental to the performance of this Agreement. Further, Contractor shall not disclose, or permit to be
disclosed, to any person, corporation or organization such information, data, documents or materials without
first obtaining written permission from County and Contractor shall comply with all rules or directions made or
given by Eagle County.
7.8 All reports, information, data, research, documents, photographs and materials discovered or produced
by Consultant or any employees or agents of Contractor in the performance of this Agreement, and all
copyrights therein shall be the exclusive property of County and shall be delivered to County without cost upon
request.
7.9 While this Agreement is in effect, and at all times thereafter, Contractor, and any of its employees or agents
shall not use, publish or disclose any reports, information, data, research, documents, photographs or materials
discovered or produced by Contractor in the performance of this Agreement without first obtaining permission
of County.
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7.10 Any equipment, materials and supplies provided by County to Contractor in the performance of this
Agreement shall remain the property of County and shall be returned without cost to County upon request.
ARTICLE 8 - JURISDICTION AND VENUE:
8.1 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.
8.2 In the event of litigation between the parties hereto regarding the interpretation of this Agreement, or the
obligations, duties or rights of the parties hereunder, or if suit otherwise is brought to recover damages for
breach of this Agreement, or an action be brought for injunction or specific performance, then and in such
events, the prevailing party shall recover all reasonable costs incurred with regard to such litigation, including
reasonable attorney's fees.
ARTICLE 9 - INDEMNIFICATION:
9.1 The Contractor shall indemnify and hold harmless County and any of its officers, agents and employees
against any losses, claims, damages or liabilities for which County or any of its officers, agents, or employees
may become subject to, insofar as any such losses, claims, damages or liabilities arise out of, directly or
indirectly, this Agreement, or are based upon any performance or nonperformance by Contractor or any of its
subcontractors hereunder; and Contractor shall reimburse County for any and all attorney fees and costs, legal
and other expenses incurred by County in connection with investigating or defending any such loss, claim,
damage, liability or action. This indemnification shall not apply to claims by third parties against the County to
the extent that the County is solely liable to such third party for such claims without regard to the involvement
of the Contractor.
ARTICLE 10 - OWNERSHIP OF DOCUMENTS AND MATERIALS:
10.1 All documents (including electronic files) and materials which are obtained during, purchased 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 Contractor or upon earlier termination of this Agreement.
ARTICLE 11 -TERMINATION:
11.1 County may terminate this Agreement, in whole or in part, for any reason, at any time, with or without
cause. Any such termination shall be effected by delivery to Contractor of a written notice of termination
specifying the date upon which termination becomes effective. In such event, Contractor shall be compensated
for all Services satisfactorily completed up to the date of termination for such Services.
ARTICLE 12 — NOTICE
12.1 Any notice required under this Agreement shall be personally delivered, mailed in the United States
mail, first class postage prepaid, or sent via facsimile provided an original is also promptly delivered to the
appropriate party at the following addresses:
The County: Eagle County Facilities Management
Attention Jan Miller
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P.O. Box 850
Eagle, Colorado 81631
(970) 328 -8889 (p)
(970) 328 -8899 (f)
and a copy to: Eagle County Attorney
P.O. Box 850
Eagle, Colorado 81631
(970)328 -8685 (p)
(970) 328 -8699 (1)
The Contractor: Kiser Arena Specialists, Inc.
Bob Kiser or Crystal Knox
243 CR 281
Gainesville, TX 76240
(940)665 -8058
12.2 Notices shall be deemed given on the date of delivery; on the date a FAX 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 depositary of the U.S. Postal Service.
ARTICLE 13 — INDEPENDENT CONTRACTOR
13.1 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 between County and
Contractor or County and Contractor's employees. Contractor and its employees shall be, and shall perform as,
independent contractors. No officer, 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 the means and methods to carry out the Services under this Agreement and for Contractor's acts and for the
acts of its officers, agents, employees, and servants during the performance of this Agreement. Neither
Contractor nor its officers, agents, subcontractors, employees or servants may represent, act, purport to act or be
deemed the agent, representative, employee or servant of County.
ARTICLE 14 — INSURANCE REQUIREMENTS
14.1 At all times during the term of this Agreement, Contractor shall maintain insurance on its own behalf in
the following minimum amounts:
14.1.1 Workmen's Compensation, disability benefits, and other similar employee benefit acts, with coverage
and in amounts as required by the laws of the State of Colorado.
14.1.2 Comprehensive Automobile Insurance shall be carried in the amount of $1,000,000 for bodily injury and
$1,000,000 for property damage, each occurrence. All liability and property damage insurance required
hereunder shall be Comprehensive General and Automobile Bodily Injury and Property Damage form of policy.
14.1.3 Comprehensive liability and property damage insurance issued to and covering Contractor and any
subcontractor with respect to all Work performed under this Agreement and shall also name County as an
additional insured, in the following minimum amounts:
Bodily Injury Liability:
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Each Person: $1,000,000
Each Accident or Occurrence: $1,000,000
Property Damage Liability:
Each Accident or Occurrence: $1,000,000
14.2 Contractor shall purchase and maintain such insurance as required above and the certificate of insurance
is attached hereto as Exhibit B.
/ /SIGNATURE PAGE TO FOLLOW //
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first above
written.
COUNTY OF EAGLE, STATE OF
COLORADO, by its County Manager
i'/
By:
eith Montag
CONTRACTOR:
KISER ARENA SPECIALISTS, INC
La.4. s SZUZ6.,
By.
Title: G . v• /
C O N T R A C T O R I S R E Q U I R E D T O H A V E I T S S I G N A T U R E N O T A R I Z E D tp ' / B t / '
STATE OF I
14 '0F IN��
w D SAN )
) ss.
COUNTY OF 5-T 30se. 44 )
The foregoing instrument was acknowledged before me by Sx ott- ■• irkol h1L-5 , of Kiser Arena
Specialists, Inc. this \.0 day of 'Ao i , 2012.
My commission expires: A pR q :2-0k G.
Notary Public II
II
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KISER ARENA CONSULTING
On -Site Consultation for Facilities
ISER -3 days of on -site consultation
• Kiser Consultants will analyze the current condition of the arena sites 1
o Current drainage plans ARENA SPECIALISTS
o Current grading plans
o Will check sub - surface for drainage, percolation, compaction, Services
rocks etc...
• Kiser Consultants will then begin the selection process for the new • Consulting
footing materials. • Construction
• Show
o Kiser Consultants will visit local quarries to insure that your Management
facility has the right types of sand and/or silt clay for their • Equipment
arenas.
o If needed, Kiser Consultants will be to develop a "multi purpose"
footing that, with the right equipment, will be affective for all
equine disciplines. If the right soil type is not available, Kiser
Consultants will recommend an artificial soil product.
o If needed, Kiser Consultants will be to develop a "discipline
specific" footing that, with the right equipment, will be affective
for that sport. If the right soil type is not available, Kiser
Consultants will recommend an artificial soil product.
• Kiser Consultants will assist in the layout of arena (s)
o Size of competition arena
o Warm up arenas
o Proper flow of facility
• Kiser Consultants will hold seminars for all staff on the following topics:
(If needed)
o Proper footing maintenance for all equine disciplines
o How to find the right staff for show and ground management
o How to properly manage a horse show for all equine
disciplines
o How to deal with the "unhappy customer"
o The importance of moisture management
o Arena Equipment needed to properly manage a show
• Kiser Consultants will meet with the contractors hired to discuss the
initial material findings.
• Kiser Consultants will supply your facility and the contractor with
personalized specifications for the arena(s) being built.
o Arena Dimensions
o Construction Plans (processes for proper installation)
o Soil material and depths of layers
• "Post visit" phone consultation will be available until the project is EXHIBIT
complete ti 1 1
Kiser Arena Snecialists • 2R71 FM 3092 Gainesville_ TX 76240 • 574 -R4'
05/10/2012 23:43 FAX SANGER - INSURANCE fill 002
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TM DATE (MM1 OblVVYY)
ACORD CERTIFICATE OF LIABILITY INSURANCE 05/11/2012
CERTIFICATE 19 ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.
THIS CERTIFICATE DOES NOT AFFIRMATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. TNIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(3),
AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT; If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION 19 WAIVED,
subject to the terms and Conditions of the policy, certain policies may requlre An endorsement. A statement on this certificate does
not confer rights to the certificate holder In lieu of such endorsement(s)•
PRODUCER CONTACT
MYRON F STEVRS AND COMPANY NAME:
12301 NORTH CENTRA N ), EXPRESSWAY PHONE FAX
SUITE 1725 (AI C, O, Elm): (Al C, Ns):
EMAIL
1')AL LAS , TX 75243 ADDRESS:
PRODUCER
CUSTOMER ID e :
tNBUR!R(S) AFFOR01N0 COVERAGE NAIL e
INSURED INSURER A! SC0TTSDALE. INSURAN ^-E COMPANY 41297
KTSFR ARENA SPECIALISTS, /NC. INBURERB:
ROBERT I) KISER AND JAMES A KISER INSURER C:
7871 FM 3i)')
GAINESVILLE, TX 76240 INSURER D:
INSURER E:
INSURER F; • COVERAGES CERTIFICATE NUI[ER: REVISION NUMBER;
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUEDTO TH9 INSURED NAM SO ABOVE FOR THE POLICY PERIOD
INDICATED, NOTWITHSTANDING' ANY REOUIREM ENT, TERM OR CONDITION of ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCDRIBED HEREIN Ie SUBJECT TO AI.1. THE TERM B,
EXCLUSIONS ANO CONDITIDNB Of SUCH POLICIES. LIM ITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
WISP ADDLAWBK POLICY EFF POLICY EXP
TR TYPE OF INS c.. e - •LICYNUMBER ..., •• , „ •DIVVYY LIMI
GENERAL LIABILITY F OCCURRENCE i 1,000,000
® COMMERCIAL GENttAU LtTY DAMAGE TO RENTED 1 nn, 0110
D Ca AIMS MADE °CCU') Q ® rre111TJ69 08/1.i/2011 08/1i/i.012 PRFM IBEBIE�ec,usneel t
MED EXP (Any one person) 2 1,000
A ❑ PERSONAL & ADVINJURY $ 1,000,000
❑ GONBRALAOOREGATE r. 2,000,000
GtN 'LAtiOHO,GATCLI PRODUCTB.COMP OP AGO I) 2,000,000
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AUTOMOBILE LIABIUTV COMBINED SINGLE LIMIT
❑ ❑ jEs Acald•nt) 0
❑A NY AUTO BODILY INJURY
❑ ALL OWNED ❑ SCHEDULED (Per Person) 3
AUTOS AUTOS BODILY INJURY
HIRED AUTOS NON•OWNED (Per ACCideht) S •
❑ ❑ AUTOS PROPERTY DAMAGE
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❑ UMBRELLA LIAR ❑OCCUR 0 ❑ EACH OCCURRENCE
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WORKERS COMPENSATION AND ❑ WC STATU• DOTH-
EMPLOYERS' rim 11 TORY LIMITS ER , 0
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DESCRIPTION OF OPERATIONS 1 LOCATIONS! VEHICLES 1 (Attach ACORD 101, Addlllenet Renl.rNeSchedule, If more epees le required)
CERTIF E HO CA CELLATION
F.ACLE COUNTY GUVk;HNMPNT ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
N . IfCX COUNTY EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORO.
r .o.0 , X 8 ANCEWITH THE POLICY PROVISIONS.
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