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HomeMy WebLinkAboutC14-031 A Great Northern A'Fair c ©aL)sri..-C jloop • gi6y1, S AGREEMENT BETWEEN E•GL,E COUNTY AND A GREAT NORTHERN A'F 2i41 .PA THIS AGREEMENT is made this day of • . 2013. by and between Eagle County ("County"i. and. A Great Norris{-- A'Fair("Contractor").an Arizona company with a principal Place of business at 6201 West Paradise Lane Glendale.Arizona S5-- - WHEREAS. County desires to have Contractor provide a variety of Adult and Children's Rides. games. food and Confection °cession at the Eagle County Fairgrounds(the"Facility"). WHEREAS. Contractor is authorized to do business in the State of Colorado,has experience and expertise necessary to provide said proauct 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 connections with the services and related terms and conditions to govern the relationship between Contractor and County in connection with tins 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 and in accordance with the adult and children rides,games, and food set forth in Exhibit A(hereinafter"Services"or"Work")which is attached hereto and incorporated by this reference. Contractor and will use its expertise and skill to perform the Services. In the event of any conflict between the contents of this Agreement and Exhibit A,this Agreement shall control. 1.2 County shall provide Contractor with a suitable location and exhibition site for its rides, with reasonable access to water at the Facility. ARTICLE 2—COUNTY'S REPRESENTATIVE 2.1 The Fair and Rodeo 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. Specifically,Contractor shall perform the Services during the Eagle County Fair and Rodeo from July 23 through July 26, 2014.The parties acknowledge and agree that Contractor may be present at the Facility from July 21 through July 28,2014. 3.2 The term of this Agreement may be extended or 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 shall not be responsible for compensating or paying for the Services set forth herein. Instead, Contractor shall pay County a portion of its ticket sales and may retain a portion of its ticket sales as follows: a. Ride tickets are$1.00 for one ticket, $20.00 for twenty-two tickets, $45.00 for sixty tickets. Tickets shall be good for and accepted for rides each day during the Eagle County Fair and Rodeo. b.On-Site unlimited ride wristbands are$25.00 each and are good for one day only. c.Pre-Sale ride tickets are$20.00 each and are good for one day only. Contractor shall pay County twenty percent(20%) of all onsite ride gross ticket sales and twenty-five percent (25%) of all presale ride tickets.Contractor may retain the proceeds not due to County under this Agreement. All ticket sales, including both presale and onsite ticket sales must be reconciled by and payment of all sums due County shall be made by Contractor to County no later than July 27,2014. ARTICLE 5—CONTRACTOR'S REPRESENTATIONS 1 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 video scoreboard vendors. 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 and Exhibit A,and Exhibit B. The Agreement may only be altered,amended,or repealed in writing. 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: 2 http://www.dhs.gov/xprevprot/programs/gc 1185221678150.shtm 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: (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 7.4.5 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. 7.6.1 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 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. 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. 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 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 fmal payment is made to Contractor or upon earlier termination of this Agreement. 3 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 Fair and Rodeo Rachel Oys P.O.Box 850 Eagle,CO 81631 (970)328-3646(p) (970)328-8899 and a copy to: Eagle County Attorney P.O.Box 850 Eagle,Colorado 81631 (970)328-8685 (p) (970)328-8699(f) The Contractor: Tim and Dana Mattfeldt A Great Northern A'Fair 6201 West Paradise Lane Glendale,Arizona 85306 (623)203-5565(p) (602)863-2823 (f) 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. 4 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: Each Person: $3,000,000 Each Accident or Occurrence: $3,000,000 Property Damage Liability: Each Accident or Occurrence: $3,000,000 14.2 Contractor shall purchase and maintain such insurance as required above and the certificate of insurance is attached hereto as Exhibit B. 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 By _��� r- Keith Montag CONTRACTOR: A Great Northern A' air By: - -411111111■411INI Title: .OeG /2r-- L /3 5 EXHIBIT A SERVICES During the 2014 Eagle County Fair and Rodeo Contractor shall supply and adequately staff the following Services: 1. Ferris wheel 2. Sizzler ride 3. Para-trouper ride 4. Space shuttle ride 5. Aladdin ride 6. The Hammer 7. Flying Pink Elephant 8. Bee Ride 9. Kid Tower 10. Car Rude 11. Fun House 12. Top Balloon Swing 6 EXHIBIT B [INSERT INSURANCE CERTIFICATE) tij\P) y °11 ( CPS 1)/ 7 ACORDTM CERTIFICATE OF LIABILITY INSURANCE I DATE1/(22/1M/DD/4 YYYY) PRODUCER 203-931-7095 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Specialty Insurance, LTD Tom Plouffe ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE P.O. Box 16901 HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. West Haven, CT 06516 INSURERS AFFORDING COVERAGE NAIC# INSURED A GREAT NORTHERN A'FAIR, LLC INSURER A: UNITED STATES FIRE INSURANCE COMPANY 21113 6201 WEST PARADISE LANE INSURER B: GLENDALE,AZ 85306 INSURER C: INSURER D: I INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT, 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 DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADD'L _ LTR INSRD TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION DATE(MM/DD/YYI DATE(MM/DD/YYI LIMITS A GENERAL LIABILITY USP132014 EACH OCCURRENCE $ 1,000,000 10/27/13 10/27/14 DAMAGE TO RENTED • X COMMERCIAL GENERAL LIABILITY PREMISES(Ea occurence) $ 300,000 CLAIMS MADE X OCCUR MED EXP(Any ohe person) $ 5,000_ PERSONAL&ADVINJURY $ 1,000,000 GENERAL AGGREGATE $ 3,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OP AGG $ 3,000,000 POLICY PRO- JECT LOC AUTOMOBILE LIABILITY ANY AUTO COMBINED SINGLE LIMIT $ (Ea accident) ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY $ (Per person) HIRED AUTOS NON-OWNED AUTOS BODILY INJURY $ (Per accident) PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY-EA ACCIDENT $ ANY AUTO OTHER THAN EA ACC $ AUTO ONLY: AGG $ A EXCESS/UMBRELLA LIABILITY USX100644 10/27/13 10/27/14 EACH OCCURRENCE $ 2,000,000 X OCCUR CLAIMS MADE AGGREGATE $ 2,000,000 DEDUCTIBLE $ RETENTION $ None $ WORKERS COMPENSATION AND WC STATU- OTH- EMPLOYERS'LIABILITY - TORY LIMITS ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? If yes,describe under E.L.DISEASE-EA EMPLOYEE $ SPECIAL PROVISIONS below OTHER E.L.DISEASE-POLICY LIMIT $ Interest: Sponsor Dates of Event: July 18 - 29, 2014 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS The Certificate Holder is added as an additional insured but only with respect to liability arising out of operations of the named insured during the policy period. CERTIFICATE HOLDER CANCELLATION Eagle County SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,THE ISSUING INSURER WILL ENDEAVOR TO MAIL 10 DAYS WRITTEN 04do Tanya Dahlseid NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT,BUT FAILURE TO DO SO SHALL 26 Fairgrounds Road IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER,ITS AGENTS OR Eagle, CO 81631 REPRESENTATIVES. THOMAS A. PLOUFFE AUTHORIZED REPRESENTATIVE , I ACORD 25(2001/08) ©ACORD CORPORATION 1988