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HomeMy WebLinkAboutC13-340 Street Media Group Agreement AGREEMENT FOR SERVICES
BETWEEN EAGLE COUNTY,COLORADO
AND
STREET MEDIA GROUP,LLC
I R001/90�
THIS AGREEMENT("Agreement")is effective as of the day of ,20 13 by and between
Street Media Group,LLC a Colorado limited liability company(hereinafter"Contractor")and Eagle County,
Colorado,a body corporate and politic(hereinafter"County").
RECITALS
WHEREAS,Eagle County desire to create interior cards in English and in Spanish for buses to increase enrollment
in Medicaid through enrollment kiosks(the"Project");and
WHEREAS,Contractor is authorized to do business in the State of Colorado and has the time,skill,expertise,and
experience necessary to provide the Services as defined below in paragraph 1 hereof;and
WHEREAS,this Agreement shall govern the relationship between Contractor and County in connection with the
services.
AGREEMENT
NOW,THEREFORE,in consideration of the foregoing and the following promises Contractor and County agree as
follows:
1. Services or Work. Contractor agrees to diligently provide all services,labor,personnel and materials
necessary to perform and complete the services or work described in Exhibit A("Services"or"Work")which is
attached hereto and incorporated herein by reference.The Services shall be performed in accordance with the
provisions and conditions of this Agreement.
a. Contractor agrees to furnish the Services in accordance with the schedule established in Exhibit
A. If no completion date is specified in Exhibit A,then Contractor agrees to furnish the Services in a timely and
expeditious manner consistent with the applicable standard of care. By signing below Contractor represents that it
has the expertise and personnel necessary to properly and timely perform the Services.
b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit
A and the terms and conditions set forth in this Agreement,the terms and conditions set forth in this Agreement
shall prevail.
2. County's Representative. The Eagle County Economic Services Program Coordinator or their designee
shall be Contractor's contact with respect to this Agreement and performance of the Services.
3. Term of the Agreement. This Agreement shall commence upon the date first written above,and subject to
the provisions of paragraph 11 hereof,shall continue in full force and effect through the 31st day of January,2014.
4. Extension or Modification. This Agreement may be extended for up to three additional one year terms
upon written agreement of the parties.Any amendments or modifications shall be in writing signed by both parties.
No additional services or work performed by Contractor shall be the basis for additional compensation unless and
until Contractor has obtained written authorization and acknowledgement by County for such additional services.
tin
Accordingly,no course of conduct or dealings between the parties,nor verbal change orders,express or implied
acceptance of alterations or additions to the Services,and no claim that County has been unjustly enriched by any
additional services,whether or not there is in fact any such unjust enrichment,shall be the basis of any increase in
the compensation payable hereunder.In the event that written authorization and acknowledgment by County for
such additional services is not timely executed and issued in strict accordance with this Agreement,Contractor's
rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment
for such additional services or work performed.
5. Compensation. County shall compensate Contractor for the performance of the Services in a sum
computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not
exceed one thousand five hundred dollars($1500.00). Contractor shall not be entitled to bill at overtime and/or_
double time rates for work done outside of normal business hours unless specifically authorized in writing by
County.
a. County will pay for the Services in advance upon execution of this Agreement.
b. If,at any time during the term or after termination or expiration of this Agreement,County
reasonably determines that any payment made by County to Contractor was improper because the Services for
which payment was made were not performed as set forth in this Agreement,then upon written notice of such
determination and request for reimbursement from County,Contractor shall forthwith return such payment(s)to
County. Upon termination or expiration of this Agreement,unexpended funds advanced by County,if any,shall
forthwith be returned to County.
c. 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.
d. All funds received by Contractor under this Agreement shall be or have been expended solely for
the purpose for which granted,and any funds not so expended,including funds lost or diverted for other purposes,
shall be returned to County upon demand therefor.
d. 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 any year,without an appropriation therefor 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).
6. Subcontractors. 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 subcontractor agreements for
the performance of any of the Services or additional services 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 the subject Project during the performance of this Agreement and no personnel to whom
County has an objection,in its reasonable discretion,shall be assigned to the Project. Contractor shall require each
subcontractor,as approved by County and to the extent of the Services to be performed by the subcontractor,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.County shall have the right(but not
the obligation)to enforce the provisions of this Agreement against any subcontractor hired by Contractor and
Contractor shall cooperate in such process.The Contractor shall be responsible for the acts and omissions of its
agents,employees and subcontractors.
7. Insurance. Contractor agrees to provide and maintain at Contractor's sole cost and expense,the following
insurance coverage with limits of liability not less than those stated below:
a. Types of Insurance.
i. Workers'Compensation insurance as required by law.
ii. Auto'coverage with limits of liability not less than$1,000,000 each accident combined
bodily injury and property damage liability insurance,including coverage for owned,hired,and non-owned
vehicles.
iii. Commercial General Liability coverage to include premises and operations,
personal/advertising injury,products/completed operations,broad form property damage with limits of liability not
less than$1,000,000 per occurrence and$1,000,000 aggregate limits.
b. Other Requirements.
i. The automobile and commercial general liability coverage shall be endorsed to include
Eagle County,its associated or affiliated entities,its successors and assigns,elected officials,employees,agents and
volunteers as additional insureds.A certificate of insurance consistent with the foregoing requirements is attached
hereto as Exhibit B.
ii. Contractor's certificates of insurance shall include subcontractors,if any as additional
insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each
subcontractor.
iii. The insurance provisions of this Agreement shall survive expiration or
termination hereof.
iv. The parties hereto understand and agree that the County is relying on,and does
not waive or intend to waive by any provision of this Agreement,the monetary limitations or rights,immunities and
protections provided by the Colorado Governmental Immunity Act,as from time to time amended,or otherwise
available to County,its affiliated entities,successors or assigns,its elected officials,employees,agents and
volunteers.
v. Contractor is not entitled to workers'compensation benefits except as
provided by the Contractor,nor to unemployment insurance benefits unless unemployment compensation coverage
is provided by Contractor or some other entity. The Contractor is obligated to pay all federal and state income tax
on any moneys paid pursuant to this Agreement.
8. Indemnification. 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 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 reasonable 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 County is liable to such third party for such
claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination
hereof.
9. Ownership of Documents. All documents(including electronic files)and materials 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.
10. Notice. Any notice required by this Agreement shall be deemed properly delivered when(i)personally
delivered,or(ii)when mailed in the United States mail,first class postage prepaid,or(iii)when delivered by FedEx
or other comparable courier service,charges prepaid,to the parties at their respective addresses listed below,or(iv)
when sent via facsimile so long as the sending party can provide facsimile machine or other confirmation showing
the date,time and receiving facsimile number for the transmission. Either party may change its address for purposes
of this paragraph by giving five(5)days prior written notice of such change to the other party.
COUNTY:
Eagle County,Colorado
Attention:Nola Nicholson
Post Office Box 660
Eagle,CO 81631
Telephone:970-328-8845
Facsimile:970-328-0751
With a copy to:
Eagle County Attorney
500 Broadway
Post Office Box 850
Eagle,Co 81631
Telephone:970-328-8685
Facsimile: 970-328-8699
CONTRACTOR:
Jill Anderson
Street Media Group,LLC
5724 South College Avenue
Fort Collins,CO 80525
Telephone: 970-328-8685
11. Termination. County may terminate this Agreement,in whole or in part,at any time and for any reason,
with or without cause,and without penalty therefor with seven(7)calendar days'prior written notice to the
Contractor. Upon termination of this Agreement,Contractor shall immediately provide County with all documents
as defined in paragraph 9 hereof,in such format as County shall direct and shall return all County owned materials
and documents.Contractor shall reimburse County for amounts paid but Services not yet performed.
12. Venue,Jurisdiction and Applicable Law. Any and all claims,disputes or controversies related to this
Agreement,or breach thereof,shalt be litigated in the District Court for Eagle County,Colorado,which shall be the
sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be
governed by the laws of the State of Colorado.
13. Execution by Counterparts;Electronic Signatures. This Agreement may be executed in two or more
counterparts,each of which shall be deemed an original,but all of which shall constitute one and the same
instrument. The parties approve the use of electronic signatures for execution of this Agreement.Only the following
two forms of electronic signatures shall be permitted to bind the parties to this Agreement: (i) Electronic or
facsimile delivery of a fully executed copy of the signature page;(ii) the image of the signature of an authorized
signer inserted onto PDF format documents. All documents must be properly notarized,if applicable. All use of
electronic signatures shall be governed by the Uniform Electronic Transactions Act,C.R.S.24-71.3-101 to 121.
14. Other Contract Requirements and Contractor Representations.
a. Contractor has familiarized itself with the nature and extent of the Services to be provided
hereunder and the Property,and with all local conditions,federal,state and local laws,ordinances,rules and
regulations that in any manner affect cost,progress,or performance of the Services.
b. Contractor will make,or cause to be made,examinations,investigations,and tests as he deems
necessary for the performance of the Services.
c. To the extent possible,Contractor has correlated the results of such observations,examinations,
investigations,tests,reports,and data with the terms and conditions of this Agreement.
d. To the extent possible,Contractor has given County written notice of all conflicts,errors,or
discrepancies.
e. Contractor shall be responsible for the completeness and accuracy of the Services and shall
correct,at its sole expense,all significant errors and omissions in performance of the Services. The fact that the
County has accepted or approved the Services shall not relieve Contractor of any of its responsibilities. Contractor
shall perform the Services in a skillful,professional and competent manner and in accordance with the standard of
care,skill and diligence applicable to contractors performing similar services. Contractor represents and warrants
that it has the expertise and personnel necessary to properly perform the Services and shall comply with the highest
standards of customer service to the public. Contractor shall provide appropriate supervision to its employees to
ensure the Services are performed in accordance with this Agreement.This paragraph shall survive termination of
this Agreement.
f. Contractor agrees to work in an expeditious manner,within the sound exercise of its judgment and
professional standards,in the performance of this Agreement. Time is of the essence with respect to this
Agreement.
g. This agreement constitutes an agreement for performance of the Services by Contractor as an
independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to
create a relationship of employer-employee,master-servant,partnership,joint venture or any other relationship
between County and Contractor except that of independent contractor.Contractor shall have no authority to bind
County.
h. Contractor represents and warrants that at all times in the performance of the Services,Contractor
shall comply with any and all applicable laws,codes,rules and regulations.
i. This Agreement contains the entire agreement between the parties with respect to the subject
matter hereof and supersedes all other agreements or understanding between the parties with respect thereto.
j. Contractor shalt not assign any portion of this Agreement without the prior written consent of the
County. Any attempt to assign this Agreement without such consent shall be void.
k. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective permitted assigns and successors in interest.Enforcement of this Agreement and all rights and obligations
hereunder are reserved solely for the parties,and not to any third party.
1. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver
thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach.
m. The invalidity,illegality or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision hereof.
n. The signatories to this Agreement aver to their knowledge no employee of the County has any
personal or beneficial interest whatsoever in the Services or Property described in this Agreement.The Contractor
has no beneficial interest,direct or indirect,that would conflict in any manner or degree with the performance of the
Services and Contractor shall not employ any person having such known interests.
o. The Contractor,if a natural person eighteen(18)years of age or older,hereby swears and affirms
under penalty of perjury that he or she(i)is a citizen or otherwise lawfully present in the United States pursuant to
federal law,(ii)to the extent applicable shall comply with C.R.S.24-76.5-103 prior to the effective date of this
Agreement.
15. Prohibitions on Government Contracts.
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 Agreement. By execution of this Agreement,
Contractor certifies that it does not knowingly employ or contract with an illegal alien who will perform under this
Agreement 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 Agreement.
a. Contractor shall not:
i. Knowingly employ or contract with an illegal alien to perform Services under this
Agreement;or
ii. Enter into a subcontract that fails to certify to Contractor that the subcontractor shall not
knowingly employ or contract with an illegal alien to perform work under the public contract for services.
b. Contractor has confirmed the employment eligibility of all employees who are newly hired for
employment to perform Services under this Agreement 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
c. 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.
d. If Contractor obtains actual knowledge that a subcontractor performing work under the public
contract for services knowingly employs or contracts with an illegal alien,Contractor shall be required to:
i. Notify the subcontractor and County within three (3) days that 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 (1) of the paragraph (d) the subcontractor does not stop employing or
contracting with the illegal alien; except that Contractor shalt not terminate the contract with the subcontractor if
during such three (3) days the subcontractor provides information to establish that the subcontractor has not
knowingly employed or contracted with an illegal alien.
e. 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).
f. If Contractor violates these prohibitions, County may terminate the Agreement for breach of
contract. If the Agreement is so terminated specifically for breach of this provision of this Agreement, Contractor
shall be liable for actual and consequential damages to County as required by law.
g. County will notify the Colorado Secretary of State if Contractor violates this provision of this
Agreement and County terminates the Agreement for such breach.
IN WITNESS WHEREOF,the parties have executed this Agreement the day and year first set forth above.
EAGLE COUNTY,COLORADO
By and through its County Manager
By: f
Keith Mo tag,County Manager
CONTRACTOR:
STREET MEDIA GROUP,I.LC
By: 4. `- _ ,/, //
Print Name: 9-C1,c- / ,r I1 et
Title: �( L1 l ncdO(/Ea j LQ Cout1.1-4_
Exhibit A (page 1 of 2) .,..
STHEETG Co
°---� ADVERTISING DISPLAY AGREEMENT o)
G R O U P R-°
°New °Renewal Date: A.E.: Jill Anderson Contract#
Advertiser: Eagle County, Economic Services Contact: Keith Montag,County Manager
E-Mail: Rachael Messerich<rachael.messerich @eaglecounty.us>;
TYPE OF DISPLAY QTY START DATE END DATE COST PER RATE PER PERIODS CONTRACT PRODUCTION PRODUCTION PRODUCTION INSTALLATION INSTALLATION INSTALLATION
PANEL PERIOD TOTAL QUANTITY I RATE TOTAL QUANTITY RATE TOTAL
Interior Cards 15 11/01/2013 12/31/2013 $30.00 $450.00 2 $900.00 30 $20.00 $600.00 30 $0.00 $0.00
$0.00 $0.00 $0.00 $0.00
$0.00 $0.00 $0.00 $0.00
$0.00 $0.00 $0.00 ! $0.00
$0.00 $0.00 $0.00 $0.00
' ' ,,,+, , $900.00 ' 'C 'A ►`'.$600.00 " ' ,,,, ,' $0.00
Special Instructions: 4 OT,AL. $ 1,500.00 '!
Create 15 Interior Cards in English and 15 Interior cards in Spanish $soo.00
in 15 buses for 2 months. 2 for 1 non profit rate. 30 cards total in 15 $450.00'
buses. Each of the 15 buses get 1 english and 1 spanish card.
Leave up longer as available for December and January. r� $ 1,050.00
Client will pay total of$1500 as one payment in September. sAiiii** $ 0.00
111 Mt T"T�,, $ 1,050.00
•BILL TO ADVERTISER •BILL TO AGENCY
Legal Name of Advertiser: Eagle County Health and Human Services Legal Name of Advertiser:
Address: PO Box 660 Address:
City: Eagle State: CO Zip: 81631 City: State: Zip:
Phone: 970-328-8845 Fax: 855-846-0751 Phone: Fax:
PrintName: Nola Nicholson Title: Economic Services Coordinator Print Name: Title:
TOWS OFCONTIACT:This contract is not cancelable by Advertiser/Agency.Production and first period rent required prior to printing advertisements.Invoices are generated at the beginning of each 4-week period and are due Net 30.If advertiser fails to make a.payment of the twenty-eight(28)
day rental fee(plus any late tee that may be accrued)within sixty(60)days after due date,Street Media Group.may accelerate the entire remaining balance of the rent,In that event,interest shall accrue on such unpaid rent at eighteen percent(t8%)per annum,commencing on the due date of the
first missed payment and continuing until payment is made.If court action is required to enforce this agreement,the prevailing party shall be entitled to aiudgment for reasonable attorney's fees and court costs.Upon such default and failure to cure within sixty(60)days.Street Media Group may
remove advertisers display(s)without prejudice to it's right to receive rent for the entire agreed term hereof.Bonus locations are not guaranteed locations.They ate based ne space availability and are subject to relocation or removal at Street Media Group's discretion.All annual agreements shall
be for 13 periods commencing upon execution of this Agreement by Street Media Group.
POSTING PEAgI:Street Media Group has Five(5)working days allowance for posting ads from contract start date.If posting is delayed because materials are received by Company less than ten(10)working days prior to the posting dates specified.Advertiser/Agency shall pay for the full period
N6
and notwithstanding such delay,the display period shall expire on the date specified.
ROPPANNF•ttreetlAedieiriATrectliTs r n+bAtTfmhs++msasto`enYcoRirtgM-tmormirormirnympnerm7maniiaisTremisotrthrnieromersiorusemthehaitoenism. orders edn,sfimeregreeslmndemordeerrtFandfmld'ormlerrstertmediranatorertrarT
supyri(86tirSciugacuntcttims�riNcgs tW.eti6auscutih4�atorulc8cic8ucod aitLacuctuuurscoquact.
AA OESICN:Street Media Group will provide up to 3 ad proof revisions to the advertiser as part of the production fee.Advertiser will be charged 025 per proof revision for any additional changes thereafter.Designs that are deemed offensive or explicit by Street Media Group or the 8TC will not be
produced or posted.This also pertains toads that receive numerous complaints.If posted,these ads maybe pulled.
PANTING:After the first year the ad will he replaced at the advertisers expense if the quality of the ad is not presentable.The advertiser will be notified of this decision prior to reprinting;and changes,if desired.maybe done at that time.
Advertiser/Agency Signature: ) Date:
Accepted by Street Media Group
Account Executive: Jill Anderson p Date: Sep 13,2012
Contract transmitted to company via fax machines are to be treated as original contracts and are subject to the Terms and Conditions.
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CERTIFICATE HOLDER
-- —.. CANCELLATION
Eagle County RTA SHOULD ANY OP THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN
3289 Cooley Mesa Rd ACCORDANCE WITH THE POLICY PROVISIONS.
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PO BOX 1070
Gypsum,CO 81637 AUTHORIZED REPRESENTADVE ... •- -- ••--�.
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ACORD 25(2018/05) ®1988-2010 ACORD CORPORATION.
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reserved.
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The ACORD name and logo are registered marks of ACORD